Decision Making Procedures The Mechanism of Implementation of the Meeting of the Board of Commissioners

1 86 issued, revoting has accordingly to be performed on the 2 two alternatives which have achieved major votes so that any of the alternatives may achieve votes of more than ½ a half of the number of votes issued. 186 11 Invalid votes are considered do not exist and are not counted in determining the number of votes issued at the meeting. 187 12 Decisions concerning strategic aspects must be done through the mechanism of Meetings of Board of Commissioners. These strategic aspects, among others, include all acts of the Board of Directors that must obtain the consent of the General Meeting of Shareholders after obtaining the written recommendation of the Board of Commissioners and all acts of the Board of Directors that must obtain written approval of the Board of Commissioners. 13 Meeting decision which is taken in the internal meeting forum of the Board of Commissioners andor joint meeting Board of Commissioners and Board of Directors is regulated as follows: a Conveying the original proposal letter, which is submitted by the Board of Directors to the Board of Commissioners andor President Commissioner for obtaining decision of the Board of Commissioners, Proposal letter is submitted by the Secretary to related members of the Board of Commissioners whose functions are within the materialscope proposed. b In the event that the Board of Directors’ proposition is restricted and confidential, the proposal letter should be submitted to the President Commissioner. c Submission period of the proposal is not later than 1 one month before the schedule of internal meeting of the Board of Commissioners, to provide sufficient time for the Board of Commissioners to study and examine the proposal and schedule it, discuss the proposal and set a decision of the Board of Commissioners. d In a certain case where a strategic proposition has potential majorsignificant impact to the continuity of the Company, opinionrecommendationadvice determined in the internal meeting of the Board of Commissioners is to 186 Article of Association of PT SUCOFINDO PERSERO Article 16 Paragraph 25 187 Article of Association of PT SUCOFINDO PERSERO Article 16 Paragraph 26 86 1 87 be conveyed and discussed again in joint meeting of Board of Commissioners and Board of Directors. e In the process of decision making, the Board of Commissioners can assign the Committee under the Board of Commissioners to perform monitoring, collection of materialdocuments information needed, as well as to conduct research and evaluation and suggestionsfeedbacks in a report submitted to the Board of Commissioners. f In the event that the proposals presented by the Board of Directors requires an urgent decision in less than one month from the Board of Commissioners or is confidential and restricteed as referred to point b, the Board of Commissioners can accordingly organize special meetings of the Board of Commissioners of which the result of meeting decission is submitted to the Board of Directors in the form of the Board of Commissioners Letter. The letter is signed by the President Commissioner and at least acknowledgedinitialed by 1 one member of the Board of Commissioners who attended the meeting of the Board of Commissioners. In the case that the President Commissioner is unable to sign the letter, therefore 2 two appointed members of the Board of Commissioners may sign the letter. g Each Member of the Board of Commissioners is mandatory to have copy of the letter, h All members of the Board of Commissioners are deemed to approve the Board of Commissioners Letter which is issued based on the decision result of the Board of Commissioners meeting. 14 Letter of the Board of Commissioners with regard to the proposal of the Board of Directors, is delivered or notified to the Board of Directors with the following arrangements: a The decision or feed-back of the Board of Commissioners on the proposal is submitted to the Board of Directos through electronic media not later than 3 three days after the decision is made by the Board of Commissioners or in writing not later than 14 fourteen days after the meeting of the Board of Commissioners is held. 87 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 88 b Proposal of the Board of Directors that requires immediate approval from the Board of Commissioners should be submitted to the Board of Commissioners not later than 7 seven days before the meeting of the Board of Commissioners is held. Decision making or response of the Board of Commissioners to the proposal is submitted to the Board of Directors via electronic media not later than 3 three days or in writing not later than 7 seven days after the meeting of the Board of Commissioners is held.

f. Decision Making in Circular

The decision may also be taken outside the meeting of the Board of Commissioners as long as all Board of Commissioners members agree on the way and the matter that are decided. 188 The provisions of the decision taken in the form of a Circular Meeting are as follows: 1 A decision taken in the form of a Circular Meeting is not a strategic decision, 2 Does not constitute a decision on the Board of Directors actions that require approval of the Board of CommissionersGMOS, 3 The problem has been known in advancenever discussed, 4 Decisions taken are approved in writing and signed by all members of the Board of Commissioners, 5 The effective date of the circularly decision is the date of the signing by the last members of the Board of Commissioners.

g. Dissenting Opinion

Dissenting opinion is set as follows: 1 Dissenting opinion of member of the Board of Commissioners, if any, is recorded in the minutes of the meeting which is signed by the Chairman of the meeting and all Commissioners who were present at the meeting. 189 2 Dissenting opinion does not mean providing rights to the concerned members of the Board of Commissioners for not implementing the resolutions of the meeting. Although there is 188 Article of Association of PT SUCOFINDO PERSERO Article 16 Paragraph 2 189 Article of Association of PT SUCOFINDO PERSERO Article 16 Paragraph 3 and 4 88 1 89 dissenting opinion, all members of the Board of Commissioners remain obliged to follow and implement the resolutions of the meeting. 3 The Board of Commissioners is fully responsible personally, jointly and severally, if they are found guilty or negligent in executing their duties for the Companys interests, unless the member of the Board of Commissioners who performs dissenting opinion can prove that he has taken the action to prevent such arising or continuing loss. 4 Dissenting opinions that are listed in the decision and the minutes of meeting can become evidences that the concerned member of the Board of Commissioners has committed the actions to prevent such losses or accidents incurred by not approving the results of the meeting. This means that the concerned member of the Board of Commissioners can be released from prosecution over such losses or accidents occurred as a result of the implementation of the meeting decision. 5 Dissenting opinion caused by the addition of meeting agenda outside the agenda included in the call of meeting which is not acknowledged by the endorser, becomes the responsibility of the endorsee.

h. The Minutes of Meeting

1 Every meeting of the Board of Commissioners must produce minutes of the meeting that contains issues discussed including the dissenting opiniondissenting Member of the Board of Directors, if any and the matters that were decided. 190 2 The minutes of the meeting must describe the proceedings, to the minutes of the meeting must include: a The place and date of the meeting held, b Agendas which were discussed, c List of attendees, d Evaluation of previous meeting results if any, e Duration of meetings, f Opinions in the meeting, g Who expressed the opinion, 190 Article of Association of PT SUCOFINDO PERSERO Article 16 Paragraph 3 89 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