ARTICLE OF ASSOCIATION PT. AKR Corporindo, Tbk Article of Association of PT. AKR Corporindo, Tbk., as contained in the deed dated Number 5, dated July 5 th 2015, drawn before Aryanti Artisari, SH., M.Kn., Notary ini South Jakarta, which notification has been accepted and registered in database of Legal Entity Administration System of Ministry of Law and Human Rights of the Republic of Indonesia as proven by the Acceptance of Notification on the Amendment to the Articles of Association dated June 4 th 2015 Number AHU-AH.01.03-0936958, hereinafter read as follows: NAME AND DOMICILE Article 1 1. The Limited Liability Company is named as PT. AKR Corporindo, Tbk. (hereinafter referred to as the Company ), having its domicile and head office in the Western Jakarta. 2. The Company may establish branch offices, representative offices or business units in other places, both within and outside the territory of the Republic of Indonesia, as determined at anytime by the Board of Directors, under approval of the Board of Commissioners. PERIOD OF THE COMPANY Article 2 The Company was established for an unlimited period, that has been established since the twenty-eighth day of November of one thousand nine hundred and seventy-seven (28-11-1977) and obtained the status of legal entity on the fourteenth day of June of one thousand nine hundred and seventy-eight (14-6-1978) number : Y.A.5/161/7. BUSINESS AIMS, OBJECTIONS AND ACTIVITIES Article 3 1. The purpose and objective of the Company is carrying out business in the sectors of industry, commerce, transport, representation and/or agency, contractor and services. 2. In order to achieve these objectives mentioned above, the Company may carry out the following activities: The main business activities: a. Carrying out business in the sector of chemical goods industry; b. Carrying out general trading mainly trading of chemicals material, and trading of oil and gas fuel including trading of import, export, local and inter-island (inter-insular) both for its own calculations or by commission or on the calculation of other parties, as well as acting as a supplier, wholesaler and distributor; c. Carrying out business in the field of transportation (including for its own interests by representing and operating both land and sea transportation and pipeline operations supporting ocean freight), rental of buildings and tanks including workshop, shipping and packaging; d. Carrying out business development through its own and other parties assets management directly or through investments or divestment of the Company capital in other company. Supporting business activities : a. Carrying out business and acting as a representative and/or agency of other companies both inside and outside the country;
b. Carrying out business as a building contractor company covering the fields of architecture, planning, supervision, including tanks, buildings, bridges, docks, roads, and irrigation as well as civil works in general; and c. Carrying out business in rental and other services excuding the service in law sector. CAPITAL Article 4 1. Authorized Capital of the Company amounts to seven hundred and fifty billion Rupiah (Rp. 750,000,000,000, -) divided into seven billion five hundred million (7,500,000,000) shares, each share has Par value of one hundred Rupiah (Rp 100,-) 2. From the authorized capital there has been taken portion of three billion nine hundred and thirty-nine million seven hundred and twelve thousand five hundred and seventy-four (3,939,712,574) shares with Par value of three hundred and ninety-three billion nine hundred and seventy-one million two hundred and fifty-seven thousand four hundred Rupiah (Rp 393,971,257,400, - ) having been fully paid in cash to the Company by the shareholder s with the details as follows : a. Three hundred and ninety-one billion three hundred and sixty-three million seven hundred and sixtyseven thousand four hundred Rupiahs (Rp. 391,363,767,400,-) constitutes the last share payment; b. Two billion six hundred and seven million four hundred and ninety thousand Rupiahs (Rp. 2,607,490,000,-) has been fully paid as proven by the Recapitulation of Money Payment Receipt on the Implementation of Plan I MSOP Program (of 2012) on the MSOP Program of 2011 (two thousand eleven), Plan II (of 2013) on the MSOP Program of 2011 (two thousand eleven) and MSOP Program of 2014 (two thousand fourteen) 3. The portfolio shares will be issued according to the purposes of the Company's capital, at a time and manner, price and requirements determined by the Board of Directors under the approval of the General Meeting of Shareholders, by way of limited public offering, with due observance of the rules contained in the Articles of Association, the Law on Limited Liability Companies, regulations and legislation prevailing in the Capital Market, among other the regulations governing the capital increase with pre-emptive rights and the rules of the Stock Exchange at the place where the Company's shares are registered. Quorum and resolutions of the General Meeting of Shareholders to approve the issuance of portfolio shares shall meet the requirements set out on letter (a) of paragraph 2 of Article 12 of the Articles of Association. 4. Each share in deposits issued Further should fully paid. Capital injection in a form other than money in the form of tangible or intangible objects shall meet the following requirements: a. Objects that will be used as capital contribution shall be announced to the public at the time of calling General Meeting of Shareholders for the capital deposit; b. Objects that serve as capital deposit shall be assessed by an Evaluator registered in the Financial Services Authority ("FSA") and not be secured by any ways; c. Getting approval of General Meeting of Shareholders for a quorum stipulated on paragraph 2a of Article 12; d. In the case of the objects that serve as capital distribution is made in form of the Company s shares and registered on the Stock Exchange, the price should be determined on the fair market value; and e. In case the deposit is derived from retained earnings, share premium, net income of the Company, and/or the elements of equity capital, the retained earnings, share premium, net income of the Company, and/or the other elements of equity capital have been published in the last Annual Financial Statements audited by an Accountant registered in FSA with an unqualified opinion. 5. In the event that a General Meeting of Shareholders approving the issuance of portfolio shares by means of public offering and capital increasing without pre-emptive rights decides maximum number of portfolio shares that will be issued, the General Meeting of Shareholders shall delegate the authority to
grant authority to the Board of Commissioners to declare the actual number of shares having been issued within the framework of a limited public offering or a capital increase without pre-emptive rights. 6. If the Equity securities will be issued by the Company, then: a. Each additional capital through Issuance of Equity Securities made with reservation, then it shall be done by giving Pre-Emptive Right ("Pre-Emptive Right") to the shareholders whose names are registered in the Company shareholders registration on the date specified by a General Meeting of Shareholders approving the issuance of Equity Securities in an amount proportional to the number of shares registered in the Company shareholders registration on behalf of each shareholder on that date. b. Issuance of equity securities without providing pre-emptive rights to the shareholders may be made in the case of the issuance of shares is made according to the rules prevailing in the Capital Market allowing capital additional without any pre-emptive rights. c. The Pre-Empty Right shall compulsory be transferable and tradable, subject to the provisions of the Articles of Association and the legislation in force in the Capital Market; d. The Equity Securities that will be issued by the Company and un-taken by the holders of the Pre-Empty Right shall be allocated to all of the shareholders who order additional of the equity securities, provided that if the number of the ordered equity securities exceeds the amount of equity securities to be issued, the un-taken equity securities shall be allocated in proportion to the number of preemptive rights held by each shareholder who orders the additional equity securities; e. In the event that there is still any equity securities un-taken by the shareholders referred to in paragraph d above, then in the event of any standby purchaser, the equity securities shall be allocated to certain Parties acting as the standby purchaser with the same price and terms. 7. Implementation of the issuance of portfolio shares to the holders of Securities that are convertible into shares or Securities that contain rights to acquire share, can be performed by the Board of Directors by the Company s last General Meeting of Shareholders having approved the Securities. 8. Increase of the paid-up capital will be effective after the deposit, and the shares to be issued shall have the same rights to the shares having the same classification issued by the Company, without prejudice to the obligations of the Company to take care of notification to the Minister of Law and Human Rights of the Republic of Indonesia. 9. Increase of the Company's authorized capital can only be made by a General Meeting of Shareholders. Amendment to the articles of association in order to amend the authorized capital must be approved by the Minister of Law and Human Rights of the Republic of Indonesia. 10. Increase of the authorized capital resulting that the issued and paid up capitals become less than twenty five percent (25%) of the authorized capital, may be made as long as: a. there has obtained the approval of a General Meeting of Shareholders to increase the authorized capital; b. there has obtained the approval from Minister Law and Human Rights of the Republic of Indonesia; c. increase on the authorized and paid-up capitals to at least twenty five percent (25%) of the authorized capital shall be carried out within a maximum period of 6 (six) months after the approval of the Minister of Justice and Human Rights of the Republic of Indonesia as referred to in letter b of paragraph 10 of this Article; d. in terms of the increase of paid-up capital referred to on letter c of paragraph 10 of this Article is not met fully, the Company shall amend the Articles of Association, so the paid-up capital becomes at least twenty five percent (25%) of the authorized capital, within a period of 2 (two) months after the period set out on letter c of paragraph 10 of this Article is not met; e. approval of the General Meeting of Shareholders referred to on letter a of paragraph 10 of this Article shall include an agreement to amend the articles of association referred to as on letter d of paragraph 10 of this Article.
11. Amendment to the articles of association made in frame of an authorized capital addition shall become effective after the capital deposit which results in the amount of the paid-up capital is at least twenty five percent (25%) of the authorized capital and has the same rights with the other shares issued by the Company, without prejudice to the obligations of the Company to take care of approval on the amendment to the articles of association of the Minister of Justice and Human Rights of the Republic of Indonesia on the implementation of the paid-up capital increase. SHARE Article 5 1. All shares issued by the Company shall be registered shares. 2. The Company may issue shares with par value or without par value. 3. Issuance of shares without par value shall be carried out in accordance with the laws and regulations prevailing in the Capital Market. 4. The Company shall only recognize a person or one (1) legal entity as the owner of one (1) share; 5. If the share for any reason is belonged to some people, they who have it together shall be required to designate in writing one of them or another person as their attorney in together and only the designated or authorized person shall be entitled to use the rights granted by law on such share. 6. During the provision set out on paragraph 5 of this Article has not been implemented, the shareholders shall not be entitled to cast votes in the General Meeting of Shareholders, while the dividend payment for the shares shall be suspended. 7. Each shareholder shall be subject to the Articles of Association and to all decisions taken validly in a General Meeting of Shareholders as well as the prevailing rules and legislations. 8. For the Company's shares registered in the Indonesia Stock Exchange there shall apply the rules and regulations prevailing in Indonesian capital markets and regulations of Indonesian Stock Exchange where the Company's shares are listed. 9. In the event that the Company shares are not included in the Collective Custody in Settlement and Storage Institute, the Company shall provide the proof of the shares ownership in form of share certificate or collective share certificate to the shareholders. 10. Share collective certificate may be issued as the proof of ownership of two (2) or more shares owned by a shareholder. 11. The share certificate shall at least contain : a. Name and address of the shareholder; b. Share certificate number; c. Number of share certificate and total d. Par value of share; e. The issuing date of the share. 12. The collective share certificate shall at least contain: a. Name and address of the shareholder; b. Collective share certificate number; c. Share certificate number and the number of shares; d. Par value of shares; e. The issuing date of the share collective certificate. 13. The share certificate and shares collective certificate shall be signed by President Director or two (2) members of the Board of Directors. 14. If there is a fractional of share par value, holder of the fractional of shares par value shall not be given any individual vote rights, except the holder of fractional of share par value, either alone or together with the other holders of fractional of shares par value, whose share classification is equal to have a par value of one (1) share nominal of the classification.
The holders of fractional of share par value shall appoint one of them or any other person as their attorney and the appointed or authorized person shall be entitled to use the rights granted by law on such share. 15. The Board of Directors or the attorney appointed by him shall be obliged to keep a registration of the shareholders and herein are registered serial numbers of the shares, numbers of the held shares, names and addresses of the shareholders and other necessary information. DUPLICATE SHARE CERTIFICATE Article 6 1. In the case of a share certificate is damaged or unusable, duplicate of the share certificates can be made if: a. The party that applies the share certificate shall be the owner of the share certificate; and b. The Company has received the damaged or unusable share certificate. 2. The Company shall destroy the damaged share certificate after giving the duplicate share certificate. 3. In the event that a share certificate is lost, a duplicate of the share certificate can be made if: a. The party that applies the request on duplicate of share certificate shall be the owner of such share certificate; b. The Company has obtained the reporting documents of the Indonesian National Police on the lost share certificate; c. The party that applies the request on the duplicate share certificate shall give a guarantee deemed sufficient by the Board of Directors; and d. The plan of issuing of the duplicate share certificate shall have been announced on the Stock Exchange where the Company's shares are listed in no less than 14 (fourteen) days prior to issuance of duplicate share certificate. 4. That the provisions on the share certificates set out in paragraphs 1, 2 and 3 of this Article shall also apply to collective share certificates. LIST OF SHAREHOLDERS AND ESPECIAL LIST Article 7 The Company shall organize and save the List of Shareholders and Especial List pursuant to the provisions set out on Article 50, Article 100, Article 101 and Article 116 of the Law Number 40 of 2007 (two thousand seven) on Limited Liability Company as well as the rules and legislation in the sector of capital market and the ruled of Stocks Exchange in which the Company s shares are registered. COLLECTIVE CUSTODY Article 8 1. Shares in the Collective Custody in the Depository and Settlement Institution shall be registered in the list of the Company s Shareholders on behalf of the Depository and Settlement Institution for the sake of the account holder in the Depository and Settlement Institution. 2. The shares in the Collective Custody in the Custodian Bank or Security Company registered in Security account of Depository and Settlement Institution is registered on behalf of the Custodian Bank or the Security Company for the sake of the account holder in the Custodian Bank or the Security Company. 3. In case of the shares saved in the Collective Custody in the Custodian Bank represents a part of Portfolios of Effect of Mutual Funds in form of collective investment contract and excludes of Collective Custody in Depository and Settlement Institution, the Company shall register the shares in the list of the
Company s Shareholders on behalf of the Custodian Bank for the sake of the owner of Investment Units of the Mutual Fund in form of the collective investment contract. 4. The Company shall issue certificate or confirmation to the Depository and Settlement Institution or Custodian Bank as the registration evidence in the list of the Company s Shareholders. 5. The Company shall mutate the shares in the Collective Custody registered on behalf of Depository and Settlement Institution or Custodian Bank for the Mutual Funds in form of collective investment contract in the list of the Company s Shareholders into the name of the Party designated by the Depository and Settlement Institution or Custodian Bank. The mutation application shall be proposed by the Depository and Settlement Institution or Custodian Bank to the Company or the Security Administration Bureau designated by the Company. 6. The Depository and Settlement Institution, Custodian Bank or Security Company shall issue confirmation to the account holder as the registration evidence in the Security account. 7. In the Collective Custody each share of the same type and classification issued by the Company shall be equal and exchangeable between one and another. 8. The Company shall reject the share registration into the Collective Custody if the share certificate is lost or destroyed, except the Party requesting the mutation can provide the sufficient evidence and/or guarantee stating that the Party is the actual relevant shareholder and the share certificate is really lost or destroyed. 9. The Company shall reject any share registration into the Collective Custody if the share is pledged, put in a seizure based on court order or being seizure for any criminal case. 10. The holders of Security account whose shares are registered in the Collective Custody shall be entitled to attend and/or issue their vote in a GMSH according to their owned total shares in the account. 11. The holders of security account being entitled to issue their votes in a General Meeting of Shareholders shall have been the party whose name is registered as the holder of security account in the Depository and Settlement Institution, Custodian Bank or Security Company at least one (1) business day prior to the summon date of the General Meeting of Shareholders. The Depository and Settlement Institution or Custodian Bank, or Security Company within a certain time period determined in the Capital Market shall submit the list of security account holders to be registered in the List of Shareholders especially provided by the General Meeting of Shareholders within a certain time period determined in the legislations prevailing in the capital market. 12. Investment Manager shall be entitled to attend and issue his/her vote in the General Meeting of Shareholders for the sake of the Company s shares saved in the Collective Custodian in the Custodian Bank constituting the part of portfolios of Mutual Funds Security in form of collective investment contract and excluded of the Collective Custodian in the Depository and Settlement Institution with the condition that the Custodian Bank shall be obliged to submit the name of the Investment Manager to the Company at least one (1) business day prior to the summon date of the General Meeting of Shareholders. 13. The Company shall distribute the dividend, bonus share or other rights regarding share ownership to the Depository and Settlement Institution upon the shares saved in the Collective Custody in the Depository and Settlement Institution and then the Depository and Settlement Institution shall submit the dividend, bonus share or other rights to the Custodian Bank and to Security Company for the sake of every account holder in the Custodian Bank and the Security Company. 14. The Company shall distribute the dividend, bonus share or other rights regarding the share ownership to the Custodian Bank on the shares saved in the Collective Custody to the Custodian Bank representing the part of portfolios of Mutual Funds Security in form of collective investment contract and excluding in the Collective Custody in the Depository and Settlement Institution. 15. Time Limit for determining the holder of security account being entitled to obtain dividend bonus share or other rights regarding share ownership in the Collective Custody shall be determined by a General meeting of Shareholders with the condition that the Custodian Bank and Security Company shall
compulsorily submit the list of Security account holders accompanied with total of the Company s shares owned by each holder of the Security account to the Depository and Settlement Institution, at least on the date being the determination basis of the shareholders who are entitled to obtain dividend, bonus share or other rights, for further being submitted to the Company at least one (1) business day after the date being the determination basis of the shareholders who are entitled to obtain dividend, bonus share or other rights. TRANSFER OF RIGHTS ON SHARE Article 9 1. In the event of any change of ownership of a share, the original owner registered in the List of Shareholders shall still be considered as the only shareholder until the new owner's name has been registered in the Company s List of Shareholders, without prejudice to the permits of the competent authorities. 2. All transfers of shares shall be evidenced by a document signed by the transferor or the transferee or their legal representatives. All costs charged regarding the right transfer on the share shall be in accordance with the rules and legislations prevailing in the capital market and the stock exchange rules prevailing where the Company s shares are registered 3. Form and procedure for the transfer of shares traded in the Stock Market shall meet the rules and legislations prevailing in the capital market. 4. The Board of Directors may refuse to register the transfer of shares in the List of Shareholders if the procedures specified in the Articles of Association are not met or if one of the conditions in the license granted to the Company by the authorities or other matters required by the authorities are not met. 5. If the Board of Directors refuses to register the transfer of the rights on the shares, within thirty (30) days after the date of application for registration is received by the Board of Directors, the Board of Directors shall send a notification on the rejection to the party intending to transfer his/her right. Regarding the Company's shares listed on stock exchanges in Indonesia, any refusal to record the transfer of rights should be in accordance with the rules and legislations prevailing in Indonesian Stock Exchange where the Company's shares are registered. 6. Any person who gets the rights on the shares due to the death of a shareholder or for any other reason which led to the ownership of shares changed according to the law, by presenting the evidences on the rights as required from time to time by the Board of Directors, may apply in writing to be registered as a shareholder. Registration can only be made if the Board of Directors receives the evidences on the right without prejudice to the provisions set out on the Articles of Association as well as with regard to the regulations prevailing in the stock exchanges in Indonesia, where the Company's shares are registered. 7. The transfer of shares included into the Collective Custody may be done by transfer from one Stock account to another Stock account at the Depository and Settlement Institution, Custodian Bank and Securities Company. 8. All restrictions, prohibitions, and conditions in these Statutes governing the right to transfer the shares and registration of transfer of shares shall apply to any transfer of rights pursuant to paragraph 6 of this Article. GENERAL MEETING OF SHAREHOLDERS Article 10 1. General Meeting of Shareholders hereinafter referred to as "GMS" in the Company shall be : a. Annual GMS; b. Other GMS set out in the Articles of Association, it is also called as extraordinary GMS.
2. The term of GMS herein shall mean both of them, namely : the Annual GMS and extraordinary GMS, unless expressly determined otherwise. 3. The Annual General Meeting shall be held within not later than 6 (six) months after the end of the fiscal year. 4. In the Annual GMS: a. The Boards of Directors shall submit: - Annual report having been reviewed by the Board of Commissioners for approval of the GMS; - Financial statement for approval of the GMS. b. The Board of Commissioners shall submit the report on its supervisory. c. There shall be defined use of profits, if The Company has positive retained earnings. d. There shall be decided the other agenda of the GMSH having been proposed properly with due observance of the conditions of the articles of association 5. The approval on the annual report and attestation on the financial statement made by the Annual GMS shall mean to provide release and discharge on the responsibility entirely to the members of the Board of Directors and the Board of Commissioners for the management and supervision that have been implemented during the last financial year, to the extent that such actions are reflected in the Annual Report and Financial Statement. 6. The extraordinary GMS may be held at any time based on the need in order to discuss and decide the meeting agendas except the agenda of meeting referred to in letters a and b of paragraph 4, with due regard to the rules and legislation and the Articles of Association. 7. a. 1 (one) or more shareholders which in together represent 1/10 (one-tenth) or more of the total shares with voting rights, unless the Company s Articles of Association determines any smaller number, may request to hold a GMS. b. Request on the GMS referred to in paragraph a above, shall be submitted to the Board of Directors by registered mail and with the reason. c. Request on the GMS referred to in paragraph 7 hereof, shall: - be made in good faith; - consider the Company s interests; - constitute a request that requires a resolution of the GMS; - along with the reasons and materials related to the matters that will be decided in the GMS; and - not inconsistent to the rules and legislation and the Company s Articles of Association. d. The Board of Directors shall make the announcement on the GMS to the shareholders within a maximum period of fifteen (15) days from the date when the request is received by the Board of Directors. In the event that the Board of Directors does not make any GMS announcement to shareholders, the Board of Directors shall announce: - That there is a request of a GMS from referred to as on letter a; and - The reasons for not convening the GMS. e. In the event that the Board of Directors does not make any announcement on the GMS, the shareholders may propose a return request of the General Meeting of Shareholders to the Board of Commissioners. f. The Board of Commissioners shall make the GMS announcement to shareholders in a maximum period of fifteen (15) days from the date when the request on the GMS is received by the Board of Commissioners. In the event that the Board of Commissioners does not make any GMS announcement to the shareholders, the Board of Commissioners shall announce : - That there is a request of the GMS convening referred to in letter a ; and - The reasons for not convening the GMS. g. In the event that the Board of Commissioners does not make any GMS announcement to the shareholders referred to as in letter f, the shareholders as referred to as in letter a may request the
GMS convening to the Chief of District Court whose jurisdiction covers the domicile of the Company to determine the license on the GMS convening. PLACE, ANNOUNCEMENT, SUMMON CHAIRMAN OF GMS Article 11 1. Without prejudice to other provisions set out on the Company s Articles of Association, the GMS shall be conducted in the territory of the Republic of Indonesia and held at: a. the domicile of the Company; or b. the place where the Company carries out its main business; or c. the capital city of the province where the Company s domicile or business place; or d. the province where the Stock Exchange is located where the Company's shares are registered. 2. The Company shall give prior notice on the GMS agenda clearly and in detail to the FSA within no later than five (5) working days prior to the announcement of the GMS excluding the GMS announcement date. 3. In the event of a change in the meeting agenda, the Company shall submit the changes on the GMS agenda to the FSA within no later than the GMS date. 4. a. The Company shall make a GMS announcement to the shareholders at least fourteen (14) days before the GMS, excluding the dates of announcement and convening. b. The GMS announcement referred to as in paragraph 2 hereof shall at least contain: - the provision for the shareholders who are entitled to attend the GMS; - the provision for the shareholders who are entitled to propose the GMS agenda; - the date of the GMS convening; and - the date of GMS summon. c. In the case of the GMS is held under a request of the shareholders, in addition to the matters contained in letter b, the GMS announcement shall contain the information stating that the Company holds the GMS due to a request of the shareholders. d. The GMS announcement to the shareholders shall at least made via: - One (1) Indonesian daily newspaper with national circulation; - Stock Exchange websites; and - The Company's website, made in Bahasa Indonesia and foreign language, with the condition that the used foreign language is at least English. e. The GMS announcement using English as referred to as in letter d of paragraph 2 of this Article shall contain the same information as the information on the GMS announcement made in Bahasa Indonesia. f. In case there is any difference of interpretation of information announced in English and in Bahasa Indonesia as referred to as in letter e of paragraph 2 of this Article, the information used shall be the one in Bahasa Indonesia. g. Evidence on the GMS announcement referred to as in letter d of paragraph 2 of this Article shall be submitted to the FSA no later than two (2) working days after the GMS announcement date h. In the case of the GMS is held under the request of the shareholders, submitting of evidence of the GMS announcement shall also be accompanied by a copy of the request letter of the GMS convening as referred to in letter b of paragraph 7 of Article 10. 5. The shareholders may propose the GMS agenda if : a. It has been submitted in writing to the Board of Directors by one (1) or more shareholders representing 1/20 (one-twenty) or more of the total shares with vote rights; and b. It has been received at least Seven (7) days prior to the relevant GMS convening is issued.
6. Proposal on the meeting agenda referred to as in paragraph 5, shall be presented in good faith, considering the Company interests, include the reasons and the proposed materials of the meeting agenda and be not inconsistent to the rules and legislations. 7. a. Twenty one (21) days prior to the GMS, excluding the dates of invitation and the GMS convening. b. The GMS invitation shall at least contain the information on: - the date of the GMS convening; - time of the GMS convening; - venue of the GMS convening; - provision on the shareholders who are entitled to attend the GMS; - agenda of the meeting, including explanation on every item of the agenda; and - information stating the material relating with the meeting agenda is available for the shareholders since the date of the GMS invitation up to the date when the GMS is convened. c. GMS invitation to the shareholders shall be made at least via: - One (1) Bahasa Indonesia daily newspaper with national circulation; - Stock Exchange websites; and - The Company's website, in Bahasa Indonesia and foreign language, with the provisions that the used foreign language shall be at least English. d. The GMS invitation using foreign language as referred to in letter c shall contain the same information as it in the GMS invitation using Bahasa Indonesia. In case there is any difference of interpretation of information of invitation in foreign languages and the one in Bahasa Indonesia, the information used as the reference shall be the one in Bahasa Indonesia. e. Evidence of the GMS invitation referred to as in letter c shall be submitted to the FSA no less than two (2) working days after the date of GMS invitation. f. The provision on the GMS invitation referred to as on paragraph 7 hereof shall apply mutatis mutandis to the GMS convening invitation made by the shareholders having obtained a court stipulation on organizing the GMS as referred to on letter g of paragraph 7 of Article 10. 8. In addition to the implementation of the GMS as referred to in paragraph 1 hereof, the GMS may also be made through a teleconference media, conference video or through other means of electronic media that allows all participants to see and hear direct GMS convening each other and participate in the GMS, with due regard to applicable laws and regulations, particularly in Capital Market sector. 9. The Company shall provide the meeting agenda for the shareholders since the dates of GMS invitation and GMS convening. The meeting agenda may be in form of: a. physical copies of documents that are given free of charge at the Company s office if it is requested in writing by the shareholders; or b. copies of the electronic documents that can be accessed or downloaded via the Company's website. 10. In the case of meeting agenda regarding the appointment of the members of the Board of Directors and/or members of the Board of Commissioners, curriculum vitae of the candidates for being the members of Board of Directors and/or Board of Commissioners to be appointed must be available: a. on the Company's website at least since the invitation date up to the GMS convening; or b. at any time other than the date referred to in letter a of paragraph 8 hereof, but no later than the GMS convening date, to the extent provided in the rules and legislations. 11. The Company shall be obligated to make revision on the GMSH summon if there is any chance of information in summoning the GMSH having been made. In case of the revision on the GMSH contains information on the change of date of GMSH convening and/or addition on the GMSH s agenda, the Company shall make a re-summon for the GMSH by the procedure as referred to paragraph 7 hereof. The obligation to make a re-summon on the GMSH shall not be necessary if the revision on the GMSH s summon is about the change of the date of the GMSH convening and/or the addition to the GMSH s agenda is made not due to the Company s mistake.
Provision on the media and submitting of evidence of GMSH summon referred to in paragraph 7 hereof shall be mutatis mutandis applied to the media of revision of GMSH summon and submitting of evidence of revision on the GMSH s summon. 12. A GMS shall be chaired by a member of the Board of Commissioners appointed by the Board of Commissioners. In terms of all members of the Board of Commissioners is absent or unable to attend, the GMS shall be chaired by a member of the Board of Directors appointed by the Board of Directors. In terms of all members of the Board of Commissioners or Board of Directors is absent or unable to attend, the GMS shall be chaired by a shareholder attending the GMS appointed from and by the GMS participants. In terms of the member of the Board of Commissioners appointed by the Board of Commissioners to lead the GMS has a conflict of interest to the agenda that will be decided at the GMS, the GMS shall be chaired by other member of the Board of the other commissioners who has no conflict of interest designated by the Board of Commissioners. In terms of all members of the Board of Commissioners have a conflict of interest, the GMS shall be chaired by a member of the Board of Directors appointed by the Board of Directors. In terms of the member of the Board of Directors appointed by the Board of Directors to lead the GMS has a conflict of interest to the agenda which will be decided at the GMS, the GMS shall be chaired by a member of the Board of Directors having no conflict of interest. In the event that all members of the Board of Directors have a conflict of interest, the GMS shall be chaired by an un-controlling shareholder elected by the majority of the other shareholders attending the GMS. 13. At the opening of the GMS, the GMS chairman shall give explanation to the shareholders at least on: a. the general condition of the Company briefly; b. meeting agenda; c. decision-making mechanisms relating to the meeting agenda; and d. procedures on the use of the shareholders rights to ask questions and/or opinions. ORDER, QUORUM, VOTE RIGHT, AND DECISION OF GMS Article 12 1. At the time of implementation of the GMS, the GMS order shall be given to the attending shareholders. The main points of the order shall be read before the GMS begin. 2. a. GMS, including decision-making on the issuance of Equity Securities, may be held if it is attended by the shareholders representing more than 1/2 (one half) of the total shares with vote rights presenting or being represented, unless the law and/or the Articles of Association determine a larger quorum. b. In case the quorum referred in letter a of paragraph 2 cannot be reached, there shall be made the second meeting invitation with the following conditions: - within a period of at least seven (7) days prior to the GMS is held; - by mentioning that the first GMS was held and did not reach the quorum; - the second GMS shall be held in the soonest period of ten (10) days and no later than twenty one (21) days after the first GMS is held. c. The Second GMS shall be valid and entitled to take decisions if the GMS is attended by at least 1/3 (one third) of the total shares with vote rights presenting or being represented, unless the Articles of Association specify a larger quorum. d. In terms of the quorum at the Second Meeting is not reached, the third GMS may be held with the condition that the third GMS is valid and may take decisions if it is attended by the shareholders of the shares with valid vote rights in the attending quorum and taking-decision quorum set by FSA under the request of the Company.
3. The shareholders may be represented by another shareholder or other person with a power of attorney. However, the shareholder shall not be entitled to give the power to more than an attorney for a part of the shares owned by him with different vote, except for: a. Custodian Bank or Securities Company as the Custodian representing their clients who are the shareholders of Go-Public Companies. b. Investment managers who represent the interests of the Mutual Fund Companies whom they manage. 4. Chairman of the Meeting shall be entitled to ask the power of attorney representing the shareholders to be shown to him at the meeting. 5. In the meeting, each share entitles the owner to issue one (1) vote. 6. Members of the Board of Directors, the Board of Commissioners and the Company employees may act as the proxy at the meeting, but their votes issued as the proxy at the meeting will not be counted in the voting. 7. A voting on self-person shall be performed with an un-signed closed ballot and on other things shall be performed orally, unless the Chairman of the Meeting decides otherwise without any objection from the shareholders who attend the GMS. 8. All GMS decisions shall be taken by deliberation. In the event that the decision to deliberation is not reached, the decision may be taken by voting. The decision shall be valid if it is approved by more than 1/2 (one half) of the total shares with vote rights presenting the GMS, unless the Law and/or the Articles of Association determine that the decision shall be valid if it is approved by a greater number of votes. 9. Attendance quorum and taking-decision quorum of the GMS for the agenda of transaction having a conflict of interest, shall be conducted with the following conditions: a. The GMS may be held if the GMS is attended by Independent Shareholders representing more than 1/2 (one half) of the total shares with valid vote rights held by the Independent Shareholders. b. The GMS decision referred to in letter a of paragraph 8 of this Article shall be valid if it is approved by the Independent Shareholders representing more than 1/2 (one half) of the total shares with valid vote rights held by the Independent Shareholders. c. In case the quorum referred to in letter a of paragraph 8 of this Article is not reached, the second GMS may be held with the condition that the second GMS will be legitimate and entitled to take decisions if the GMS is attended by the Independent Shareholders representing more than 1/2 (one half) of the total shares with valid vote rights held by the Independent Shareholders. d. Decisions taken in the second meeting shall be valid if it is approved by more than 1/2 (one half) of the total shares held by the Independent Shareholders who attend the GMS. e. In case the attending quorum at the Second Meeting referred to in letter c of paragraph 8 of this Article is not reached, the third GMS may be held with the condition that the third GMS may take decisions if it is attended by the Independent Shareholders of the shares with valid vote rights, in a attending quorum defined by FSA under the request of the Company. f. The third GMS decision shall be valid if it is approved by the Independent Shareholders representing more than 50% (fifty percent) of the shares owned by the attending Independent Shareholders. g. Shareholders having a conflict of interest shall be deemed to have given the same decision with those approved by the Independent Shareholders having no conflict of interest. 10. The shareholders of the shares with valid vote rights attending the GMS but are abstain (do not vote) shall be considered to issue the same vote to the majority of shareholders who issue the votes.
AMENDMENT TO ARTICLES OF ASSOCIATION Article 13 1. Amendments to the Articles of Association shall be set by GMS attended by the shareholders representing at least 2/3 (two thirds) of the total shares with valid vote rights. The GMS decision shall be valid if it is approved by more than 2/3 (two thirds) of the total shares with vote rights presenting the GMS. In terms of the Amendment shall be made by a notary and in Bahasa Indonesia. 2. Amendment to the Articles of Association concerning the change of name and/or domicile of the Company, purpose, objectives and activities of the Company's business, the Company founding period, amount of the authorized capital, reduction of the issued and paid-up capital, and changes in the status of the Company from a closed Company into opened or vice versa, shall be approved by the Minister of Justice and Human Rights of the Republic of Indonesia. 3. Amendments to the Articles of Association in addition to the concerning the matter mentioned in paragraph 2 of this Article shall be sufficiently notified to the Minister of Justice and Human Rights of the Republic of Indonesia in no later than 30 (thirty) days after the GMS decision on the amendment is made. 4. In case the quorum referred to in paragraph 1 is not achieved, the second GMS may be held with the condition that the second GMS shall be legitimate and entitled to take decisions if the GMS is attended by the shareholders representing at least 3/5 (three-fifths) of the total shares with valid vote rights. Decision taken in the second GMS shall be valid if it is approved by more than 1/2 (one half) of the total shares with vote rights presenting the GMS. 5. In case of the attending quorum at the Second GMS referred to in paragraph 4 of this Article is not reached, the third GMS may be held with the condition that the third GMS will be valid and may take decision if it is attended by the shareholders of the shares with valid vote rights in the attending quorum and taking-decision quorum determined by FSA under the request of the Company. 6. The decision regarding the capital reduction shall be notified in writing to all creditors of the Company and announced by the Board of Directors in one (1) or more daily newspapers circulating nationally within a period of at least 7 (seven) days since the date of the decision on the capital reduction. MERGER, CONSOLIDATION, ACQUISITION AND SEPARATION Article 14 1. GMS attending quorum and taking-decision quorum to the agendas of merger, consolidation, acquisition, separation, filing of a petition in order that the Company is declared to be bankruptcy, extension of the Company founding period, and the Company dissolution shall be carried out with the following conditions: a. A GMS may be held if the GMS is attended by the shareholders representing at least 3/4 (three quarters) of the total shares with valid vote rights. b. The GMS decision referred to in letter a of paragraph 1 of this article shall be valid if it is approved by more than 3/4 (three quarters) of the total shares with vote rights presenting the GMS. c. In case the quorum referred to in paragraph 1 letter a of this article is not reached, the second GMS may be held with the condition that the GMS will be valid and entitled to take decisions if the GMS is attended by the shareholders representing at least 2/3 (two thirds) of the total shares with valid vote rights. d. The second GMS decision shall be valid if it is approved by more than 3/4 (three quarters) of the total shares with vote rights presenting the GMS. e. In case the quorum at the Second Meeting referred to in letter c of paragraph 1 of this article is not reached, the third GMS may be held with the condition that the third GMS will be valid and may take
decisions if it is attended by the shareholders of shares with valid vote rights in the attending quorum and taking-decision quorum determined by FSA under the Company request. 2. The Board of Directors shall announce in two (2) daily newspapers published or circulated in the domicile or place of the Company business concerning the draft of merger, consolidation, acquisition or separation of the Company no later than thirty (30) days before the GMS summon, one and another is with due observance of the other rules and legislations prevailing in Capital Market. BOARD OF DIRECTORS Article 14 1. The Company s Board of Directors shall consist at least of three (3) members of the Board of Directors. One (1) of the members of the Board of Directors shall be appointed as president Director. 2. Members of the Board of Directors shall be appointed by the General Meeting of Shareholders, each is for a time period commencing from his/her appointment until the closing time of the fifth Annual General Meeting, without prejudice to the right of the GMS to dismiss them at any time. 3. Proposal on appointment, dismissal, and/or succession of members of the Board of Directors to the GMS shall consider the recommendation of the Board of Commissioners or committee carrying out nominations function. 4. Those who can be appointed as members of the Board of Directors are Indonesian citizens and/or foreign citizens who are qualified to be appointed as Directors of the Company under the provisions of FSA Rules and other legislations. 5. Member of the Board of Directors whose term has ended may be reappointed. 6. A person who is appointed to substitute a member of the Board of Directors who ceases or dismissed from his/her position or in order to fill a vacancy shall be appointed for a term of office constituting the rest period the serving member of the Board of Directors. 7. If due to any reason position of one or more or all of the members of the Board of Directors is vacant, within sixty (60) days after the vacancy occurs a GMS shall be held in order to fill the vacancy with due observance of the rules and the Articles of Association. 8. If due to any reason all positions of members the Board of Directors is vacant, temporarily the Company shall be managed by a member of the Board of Commissioners appointed by a meeting of the Board of Commissioners. 9. Member of the Board of Directors shall reserve the right to resign from the office and shall submit a written resignation to the Company at least ninety (90) days before the date of resignation. 10. The Company shall convene a GMS in order to decide the resignation of its members of the Board of Directors within a maximum period of ninety (90) days after being received the letter of resignation. 11. In case of the Company does not convene any GMSH within the period referred to in paragraph 10 hereof, by lapsing the period, resignation of the member of the Board of Directors shall be valid without any GMSH approval. 12. In the case of members of the Board of Directors resign resulting in the number of members of the Board of Directors be less than three (3) persons, such resignation will be valid if it has been determined by a GMS and there has appointed new members of the Board of Directors that meet the minimum requirements on the number of members of the Board of Directors. 13. The Company shall make information disclosure to public and deliver it to FSA no later than two (2) working days after the receipt of the resignation request of the member of the Board of Directors and the result of GMS relating to the resignation of the member of the Board of Directors. 14. In the event of a member of the Board of Directors is suspended by the Board of Commissioners, the Company shall convene a GMS within at the least of ninety (90) days period after the date of temporary layoffs.