Quorum, Voting Rights and Decisions

1 107 d. The second GMOS is legitimate and may take a decision if in the GMOS at least 50 fifty percent of the total shares with voting rights are present or represented, unless the Articles of Association determine otherwise. 230 e. In the case that the second GMOS does not reach a quorum, the Company can propose to the Chairman of the District Court of the Company domicile at the request of the Company in order to set the quorum for the third GMOS. 231 f. The calling of third GMOS should mention that the second GMOS has been held and did not reach a quorum, and the third GMOS will be held with the quorum which has been set by the chairman of the Court. 232 g. The second and third GMOS are performed within a period of at least 7 seven days before the second or third GMOS is held. 233 h. The second and third GMOS are held in the period of 10 ten days and no later than 21 twenty one days after the date preceding the GMOS held. 234 i. Shareholders, either on their own or represented based on a power of attorney, are entitled to attend the GMOS and use their voting rights in accordance with the number of shares they own. 235 j. Chairman of the Meeting has the right to request that a power of attorney to represent the shareholder is presented to him in the meeting. 236 k. In the meeting, each share gives the right to its owner to issue 1 one vote. 237 l. A voting regarding a self person is conducted with a sealed letter and regarding other matters can be expressed verbally, unless the Chairman of the Meeting determines otherwise without any objection from the Shareholders who are present in the Meeting. 238 m. All decisions are taken based on consensus. 239 n. In the event that there is no decision based on consensus is reached, the decision is legitimate if it is approved by more than ½ 230 Article of Association of PT SUCOFINDO PERSERO Article 25 Paragraph 1.d 231 Article of Association of PT SUCOFINDO PERSERO Article 25 Paragraph 1.e 232 Article of Association of PT SUCOFINDO PERSERO Article 25 Paragraph 1.f 233 Article of Association of PT SUCOFINDO PERSERO Article 25 Paragraph 1.g 234 Article of Association of PT SUCOFINDO PERSERO Article 25 Paragraph 1.h 235 Article of Association of PT SUCOFINDO PERSERO Article 25 Paragraph 2 236 Article of Association of PT SUCOFINDO PERSERO Article 25 Paragraph 3 237 Article of Association of PT SUCOFINDO PERSERO Article 25 Paragraph 4 238 Article of Association of PT SUCOFINDO PERSERO Article 25 Paragraph 5 239 Article of Association of PT SUCOFINDO PERSERO Article 25 Paragraph 6 107 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 1 108 half of the number of votes issued, unless the Articles of Association determines otherwise, provided that, a voting regarding a self person is conducted with a sealed letter that is not signed. 240 o. In the event that there are more than two alternative proposals and the results of voting have not resulted an alternative with more than ½ half of the number of votes issued, then the re-election is conducted on the two alternative proposals which gain more than ½ half of the total number of votes. 241 p. Blank or invalid ballots are considered non-exist and not counted in determining the number of votes in the GMOS. 242 q. Shareholders can also take legitimate decisions without convening the GMOS physically, provided that all Shareholders have been notified in writing and all shareholders have approved the proposal, which is submitted in writing, and signed the approval. The decisions taken in such manner, have the same power as a legitimate decision taken by the GMOS. 243

6. GMOS For Determining The Utilization of Profit

a. The use of net profit, including the amount of the provision for loss reserves, is decided by GMOS. 244 b. The entire net profit, after deducted by provisions for reserve, is distributed to shareholders as dividends, unless otherwise determined by GMOS. 245 c. The GMOS can assign the use of net profit for other purposes such as tantiem for the Board of Directors and the Board of Commissioners, bonuses for Employees, or placement of net profit in the reserves of the Company which is among others intended for the expansion of the Companys business which respective percentage is determined annually by GMOS. 246 d. Dividends may only be granted if the Company has positive retained earnings. 247 e. In the event that the tantiem and the bonuses are budgeted and accounted for as an expense in the current year and the GMOS 240 Article of Association of PT SUCOFINDO PERSERO Article 25 Paragraph 7 241 Article of Association of PT SUCOFINDO PERSERO Article 25 Paragraph 8 242 Article of Association of PT SUCOFINDO PERSERO Article 25 Paragraph 9 243 Article of Association of PT SUCOFINDO PERSERO Article 25 Paragraph 10 244 Article of Association of PT SUCOFINDO PERSERO Article 26 Paragraph 1 245 Article of Association of PT SUCOFINDO PERSERO Article 26 Paragraph 2 246 Article of Association of PT SUCOFINDO PERSERO Article 26 Paragraph 3 247 Article of Association of PT SUCOFINDO PERSERO Article 26 Paragraph 4 108 1 109 determines the tantiem and the bonus greater than those that have been budgeted in connection with the exceeding of the determined target, then the difference between the tatntiem and the bonus is taken from the net profit of the year concerned. 248 f. In the event that the Company does not have net income but indicates an improved performance which is demonstrated through the achievement of the targets that have been determined, the Company may grant the tantiems for the Board of Directors and Board of Commissioners as well as bonuses for all employees, provided that it has been budgeted and accounted for as an expense. 249 g. The Board of Directors and Board of Commissioners are responsible jointly and severally for the losses of the Company, in the case of shareholders can not return the interim dividend if the Company suffers for losses. 250 h. Shareholders who represent at least 110 one tenth of the shares issued may request for the interim dividend. 251

7. GMOS for Determining Changes to The Articles of Association

a. Amendments to the Articles of Association are determined by GMOS. 252 b. The agenda of the amendment to the Articles of Associaton should be stated clearly in the call of the GMOS 253 c. GMOS for amending the Articles of Association can be held if at least 23 two thirds of the total shares with valid voting rights are present or represented and the decision is valid if it is approved by at least 23 two thirds part of the total number of votes issued. 254 d. If the GMOS for amending the Article of Association does not reach a quorum, the second GMOS can be held. 255 e. Second GMOS can legitimately take decisions if at least 35 three- fifths of the total shares with valid voting rights are present or 248 Article of Association of PT SUCOFINDO PERSERO Article 26 Paragraph 5 249 Article of Association of PT SUCOFINDO PERSERO Article 26 Paragraph 6 250 Article of Association of PT SUCOFINDO PERSERO Article 26 Paragraph 14 251 Article of Association of PT SUCOFINDO PERSERO Article 26 Paragraph 15 252 Article of Association of PT SUCOFINDO PERSERO Article 28 Paragraph 1 253 Article of Association of PT SUCOFINDO PERSERO Article 28 Paragraph 2 254 Article of Association of PT SUCOFINDO PERSERO Article 28 Paragraph 3 255 Article of Association of PT SUCOFINDO PERSERO Article 28 Paragraph 4 109 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