The Decision Making Process

1 41 5 If no agreement is reached through deliberation, then decisions are taken with the majority votes. 6 To maintain the independence and objectivity, any Director, who has a conflict of interest, is required to disclose the same and did not participate in voting for decision making. This is recorded in the minutes of meeting. 7 Each Director shall be entitled to issue one 1 vote and an additional one 1 vote for a Director that he represents. 8 When the number of ‘agreed’ and ‘disagreed’ votes is equal, the Chairman determines the meeting decision by considering the provisions of the accountability. 9 Blank ballot is considered agree to the proposal submitted in the meeting. 10 Invalid vote is considered does not exist and is not counted in determining the number of votes issued in the meeting. 11 Binding decisions may also be taken without holding the Board of Directors meeting, provided that the decision is approved in writing and signed by all Directors. 12 If there is proposal submitted, and there is a Director who does not give his consent either explicitly or not, therefore the proposal, after being refined, can be sumitted with a new circular or decided in the meeting of the Board of Directors. 13 The requirement of approval from all Director is not applicable for the memorandumletter which is not intended as a circular. Therefore, the decision is taken based on the approval of one or more of the Directors in accordance with the segregation of duties and authorities of the Board of Directors. 14 Decisions concerning strategic aspects must be done through the mechanism of meetings of the Board of Directors. These strategic aspects, among others, include all deeds of the Board of Directors which must obtain the consent of the GMOS after obtaining the written recommendation of the Board of Commissioners and all the deeds of Directors which must obtain written approval of the Board of Commissioners. 15 Communicate immediately to the organization levels below the Board of Directors which are related to the decision, in a maximum of 7 seven days since it is ratified signed. 41 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 42

g. Decision Making In a Circular

Decisions can also be taken outside the meeting of the Board of Directors provided that all members of the Board of Directors agree on the manner and material to be decided. 80 The provisions of the decision taken in the form of the Circular Meeting are as follows: 1 Decision taken in the form of a circular meeting is not a strategic decision, 2 Not a decision on the Board of Directors deeds that require approval by the Board of CommissionersGMOS. 3 The matter has been identified in advancebeen discussed 4 Decisions taken are approved in writing and signed by all Members of the Board of Directors, 5 The effective date of the circularly decision is the date of signing by the last members of the Board of Directors.

h. Dissenting Opinion is regulated as follows:

1 The dissenting opinion occurred should be included in resolution of the Board of Directors meeting and member of the Board of Director, who dissents, must disclose in writing reasons of the dissenting opinion against the results of the decision 2 The dissenting opinion does not mean providing rights to the concerned members of the Board of Directors for not implementing the resolution of the meeting. Although there is dissenting opinion, all members of the Board of Directors remain obligated to follow and implement the resolutions of the meeting. 3 The Board of Directors is fully responsible personally, jointly and severally, should they are found guilty or negligent in executing their duties for the Company’s interests, unless the member of the Board of Directors, who perform the dissenting opinion, can prove that he has taken action to prevent the occurance or continuation of the loss. 4 Dissenting opinion that are recorded in the resolution and the minutes of meeting can become an evidence that the concerned members of the Board of Directors have committed 80 Article of Association of PT SUCOFINDO PERSERO Article 12 Paragraph 2 42 1 43 the actions to prevent the occurrence or continuation of such losses or accidents by not approving the results of the meeting decisions. This means that the concerned member of the Board of Directors can be released from the prosecution over such losses or accidents occured as a result of the implementation of the meeting decision. 5 Dissenting opinion, which is caused by the addition of meeting agenda outside the agenda, that included in the call of meeting which is not acknowledged by the Endorser, becomes the responsibility of the Endorsee.

i. Minutes of the Meeting

1 The minutes of the meeting should be made on every Board of Directors meeting by a person who is appointed for that. 2 The minutes of the meeting must describe the proceedings and must states: a The place and date of the meeting held, b Discussed agendas, c The attendance list, d The duration of the meeting, e Evaluation on the follow-up of the results of the previous meeting if any f Various opinions occurred in the meeting, g Who expressed the opinion, h Decision making process, i The decisions taken, j In the event that a consencus does not occur, then the minutes of meeting should include statements of dissenting opinion towards the decision. 3 The minutes of the meeting must be accompanied with a special power of attorney given by the Director, who is not present, to the other Directors if any. 4 The Head of Corporate Secretary Division, as the official who runs the functions of secretariat of the Company or other official appointed by the President Director, is incharge of preparing, administering and distributing the minutes of meeting. 5 In the event that the meeting is not attended by the Head of Corporate Secretary Division, as the official who performs the 43 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