Board of Directors Meeting Procedures

1 39 3 The Corporate Secretary delivers the materialsdocuments reports to the President Director; 4 The President Director reviews the materials and provides referrals to the Corporate Secretary to follow up; 5 If such referral must be followed up with meetings, the Corporate Secretary immediately drafts the meeting agenda; 6 The Corporate Secretary circulates the meeting agenda, along with materialsdocumentsreports and distributes it to the members of the Board of Directors to obtain inputs on the agenda; 7 The Board of Directors receives, reads and studies the meeting agenda and the materials. Once completed, the agenda is sent back to the Corporate Secretary, along with the inputs from members of the Board of Directors and is signed by the Board of Directors as approval of the agenda; 8 The Corporate Secretary prepares the invitation letter after receiving the approved agenda from all members of the Board of Directors; 9 In the invitation letter, the Corporate Secretary lists down the details of the issues that will be discussed in the meeting; 10 If the meeting invites other parties, the Corporate Secretary is in charge of preparing the invitation letter for the parties concerned. In the event that the other party comes from the Management, i.e. officials of 1one level andor 2 two level below the Board of Directors, then the Board of Directors must acknowledged the inviation; 11 All meeting participants receive the invitation and the meeting materials; 12 The meeting material is prepared by the Corporate Secretary. The meeting material can be delivered along with the delivery of invitations.

e. The Presence Mechanisms

1 The Meeting the Board of Directors is legitimate and has the right to take a binding decision, if attended or represented by more than ½ half of the number of the Company Directors. 2 In the event that there is additional agenda, the Board of Directors meeting is not entitled to take a decision unless all members of the Board of Directors or his authorized 39 CHAPTER I INTRODUCTION CHAPTER II BOARD OF DIRECT ORS BOD CHAPTER III BOARD OF COMISSIONERS BOC CHAPTER IV ACTIVITY AMONG COMP ANY’S ORGAN CHAPTER V CLOSING 1 40 representative are present and approve the addition of the meeting agenda 79 3 A Director can be represented in the meeting by other Director only based on a written Power of Attorney which is provided in the letter of delegation of duties and must be discussed together with the Director who provides the delegation. 4 A Director can only represent one other Director. 5 Meeting the Board of Directors is chaired by the President Director. In the event that the President Director is not available, the meeting is chaired by other Director appointed by the President Director, 6 In the event that the President Director does not make the designation, then the oldest in the position as Director leads the meeting of the Board of Directors. If there are more than 1 one Director who are the oldest in the position, then the oldest Director acts as the Chairman of the Board of Directors meeting. 7 The Board of Directors meeting is attended by the Director andor other officials who are invited by the Board of Directors, except for limited Meetings that can only be attended by the Directors.

f. The Decision Making Process

1 The management policies of the Company are defined by the Board of Directors Meeting. 2 Prior to the discussion of meeting agenda, the Chairman of the meeting explains the meeting rules, among others, regarding the using of communication tools in a meeting, mechanism of question and answerraising opinions, the polling mechanism if there is voting. 3 All decisions of the Board of Directors must be based on good faith, rational considerations, and have been through an in- depth investigation on various relevant things, sufficient information and free from conflict of interest and are made independently by each Director. 4 All decisions in the meeting of the Board of Directors are taken with deliberation for consensus. 79 Article of Association of PT SUCOFINDO PERSERO Article 12 Paragraph 10 40