to Letter of Decision No. C2-9854.HT.01.01.TH’96 dated October 28, 1996, registered in the Company Register in
accordance with UUWDP under TDP No. 09011609914 in the Company Registration Office of North Jakarta Municipality
under No. 83BH.09.01XII96 dated December 28, 1996 and have been published in State Gazette of the Republic Of
Indonesia No. 46 dated June 10, 1997 Supplement No. 2258. DSS has adjusted its Articles of Association to UUPT as
set forth in the Deed of Statement of Decision of the Company’s Shareholders No. 22 dated August 6, 2008, made
before Linda Herawati, SH, Notary in Central Jakarta, where the deed has obtained approval of the Minister of
Justice pursuant to Decision No. AHU-84933.AH.01.02.Year 2008 dated November 12, 2008, registered in the Company
Register No.
AHU-0108263.AH.01.09.Year 2008,
dated November 12, 2008, and has been published in State
Gazette of the Republic of Indonesia No.1 dated January 2, 2009, Supplement No. 270.
DSS has
adjusted its
Articles of
Association to
Regulation of Bapepam-LK No. IX.J.1, Attachment to Decision
of the
Chairman of
Bapepam-LK No.
Kep- 179BL2008 dated May 14, 2008, regarding Principles of
Articles of Association of Companies Conducting Public Offering of Equity Securities and Public Companies
“Regulation No. IX.J.1”, pursuant to the Deed of
Statement of Decision of the Company’s Shareholders No.75 dated July 24, 2009, prepared by Linda Herawati, SH,
Notary in Central Jakarta. The deed has obtained approval from the Minister of Justice pursuant to Decision No.
AHU-36038.AH.01.02.Year 2009
dated July
29, 2009,
registered in
the Company
Register No.
AHU- 0047539.AH.01.09.Year 2009 dated July 29, 2009, has been
notified to the Minister of Justice pursuant to Receipt of the Company’s Data Change Notification No. AHU-
AH.01.10-12198 dated August 4, 2009; has been registered in the Company Register No. AHU-0049254.AH.01.09.Year
2009 dated August 4, 2009 and pursuant to Receipt of Notification of the Company’s Articles of Association
Amendment No. AHU-AH.01.10-12199 dated August 4, 2009; registered
in the
Company Register
No. AHU-
0049255.AH.01.09.Year 2009, dated August 4, 2009. The Articles of Association of DSS has been amended
several times. The last amendment was as stated in the Deed
of Statement
of Decision
of the
Company’s Shareholders No. 55 dated August 28, 2009, made before
Linda Herawati, SH, Notary in Central Jakarta, of which contents connected to the amendment of Article 3 of
Articles of Association of DSS. The deed has obtained approval of the Minister of Justice pursuant to Decision
No. AHU-42753.AH.01.02.Year 2009 dated September 1, 2009
and has been registered in the Company Register No. AHU- 0057260.AH.01.09.Year 2009 dated September 1, 2009.
b Business Activities
The purpose and objective of DSS is to conduct business in electricity power generation, wholesale trade, service
and real estate and telecommunication infrastructures along with its supporting facilities.
c Capitalization
The latest composition of shareholders of DSS pursuant to Deed No. 14 dated 4 February, 2009 prepared by Linda
Herawati, SH, Notary in Jakarta, is:
Description N om inal Value of Rp250 per share
Total Shares Total N ominal Value Rp
Persentage A. Authorized Share Capital
2,400,000,000 600,000,000,000
B. Issued and Fully Paid Capital
- PT Sinar M as Tunggal 461,552,320
115,388,080,000 59.90
- Public 309,000,000
77,250,000,000 40.10
Total Issued and Fully Paid 770,552,320
192,638,080,000 100.00
C. Port folio Shares 1,629,447,680
407,361,920,000
d Management and Supervision
Pursuant to Deed No. 21 dated June 9, 2011, prepared by Linda Herawati, SH, Notary in Central Jakarta, the deed
has been received and recorded in the Legal Entity Administration System Database pursuant to Receipt of the
Company’s Data Change Notification No. AHU-AH.01.10- 20456, dated July 12011 and has been registered in the
Company Register in accordance with UUPT under No. AHU- 0053397.AH.01.09.Year 2011, dated July 1, 2011, current
composition of Board of Commissioners and Board of Directors of DSS is as follows:
Board of Commissioners
President Commissioner : Franky Oesman Widjaja
Vice President Commissioner : Muktar Widjaja Commissioner
: Ichsanto Gunawan Independent Commissioner
: Agus Tagor Independent Commissioner
: Prof. Dr. Susiyati Bambang Hirawan
Board of Directors
President Director : Lay Krisnan Cahya
Vice President Director : Budi Christanto
Director : Lanny
Director concurrently as Corporate Secretary: Hermawan Tarjono
Non-Affiliated Director : Susi Susantijo, SH, LL.M.
7.2 PT SINAR MAS CAKRAWALA
a Brief History
PT Sinar Mas Cakrawala “SMC” is located in Central Jakarta, was established with Deed No. 40 dated December
7, 1983 prepared by Benny Kristianto, SH, Notary in Jakarta. The deed of establishment has obtained approval
of the Minister of Justice pursuant to Letter of Decision No. C2-2153.HT.01.01.TH 1984 dated April 10, 1984,
registered in the Secretariat of Central Jakarta District Court in accordance with UUWDP under registration No.
10771984 dated
April 18,
1984 and
has been published in State Gazette of the Republic of
Indonesia No. 31 dated April 18, 1991 Supplement No. 1058.
b Business Activities
The purpose and objectives of the Company is to conduct business
in the
fields of
trade, construction,
agriculture, industry,
mining, transportation
and service.
To achieve the above aims and objectives the Company might conduct business activities as follows:
a. establishing and
operating business
in general
trade, including imports, exports, interinsulair and local
as well
as acting
as an
intermediarycommissioners, agents,leveransier,
distributor and representative
of domestic
and foreign companies;
b. establishing and operating business in development field as a contractor, planner, organizer and
executor in the construction of buildings, houses, roads,
bridges, runways,
dams, irrigation
and landscaping as well as electrical, gas, and tap
water installation and telecommunications; c.
establishing and operating business in agriculture, plantations,
farms, fisheries
and aquaculture,
including breeding and cultivation of shrimp; d. establishing and operating business in the fields of
industry including factories, home industries and handicrafts and market the production results;
e. establishing and operating business in the mining sector which is allowed by the government;
f. establishing
and operating
business in
land transportation of people and goods;
g. establishing and operating business in the service sector except in the fields of law and taxes.
c Capitalization
The latest composition of shareholders of SMC pursuant to the Deed No. 22 dated August 12, 2008 prepared by Nanny
Wiana Setiawan, SH, Notary in Jakarta, is:
Description Nominal Value of Rp1,000,000 per share
Total Shares Total N ominal Value Rp
Persentage A. Authorized Share Capital
1,000,000 1,000,000,000,000
B. Issued and Fully Paid Capital
- PT Sinarindo Gerbangm as 499,999
499,999,000,000 99.99
- Teguh Ganda Wijaya Oei Tjie Goan 1
1,000,000 0.01
Total Issued and Fully Paid 500,000
500,000,000,000 100.00
C. Port folio Shares 500,000
500,000,000,000
d Management and Supervision
Pursuant to Deed No.3 dated August 6, 2009 prepared by Nanny Wiana Setiawan, SH, Notary in Jakarta, which deed
has been received and recorded in the Legal Entity Administration System Database pursuant to the Receipt of
the Company’s Data Change Notification No.AHU-AH.01.10- 13500, dated August 19, 2009 and has been registered in
the Company Register in accordance with the UUPT under No. AHU-0053611.AH.01.09.Year 2009, dated August 19,
2009, the current composition of Board of Commissioners and the Board of Directors of SMC is as follows:
Board of Commissioners
Chief Commissioner : Teguh
Ganda Wijaya
Oei Tjie Goan
Commissioner : Gunawan
Board of Directors
Managing Director : Muktar Widjaja
Director : Arthur Tahya
8. BRIEF DESCRIPTION OF THE SUBSIDIARIES
8.1 PT ROUNDHILL CAPITAL INDONESIA a Brief History
RCI was established pursuant to Deed No. 65 dated January 31, 2003 in conjunction with Deed No. 39 dated June 18,
2004 in conjunction with Deed No. 37 dated September 30, 2004, all made before Saal Bumela, SH, Notary in Jakarta,
which deeds have obtained approval from the Minister of Justice pursuant to Decision No. C-27211HT.01.01.TH.2004
dated November 1, 2004, registered in the Company Register in accordance with UUWDP under No. 090315144306
in Company
Registration Office
of South
Jakarta Municipality No. 2601BH.09.03XII2004 dated December
16, 2004 and have been published in the State Gazette of the Republic of Indonesia No. 3 dated January 11, 2005,
Supplement No. 295. RCI has adjusted its Articles of Association to UUPT
pursuant to Deed No. 48 dated December 17, 2007, prepared by Hannywati Gunawan, SH, Notary in Jakarta, which deed
has obtained approval of the Minister of Justice pursuant to Decision No. AHU-11105.AH.01.02.Year 2008 dated March
5, 2008, has been received and recorded in the Legal
Entity Administration System Database of Ministry of Justice and Human Rights of the Republic of Indonesia
pursuant to: i Receipt of Notification of Amendment of Articles of Association of RCI No. AHU-AH.01.10-5742
dated March 11, 2008 and registered in the Company Register
in accordance
with UUPT
under No.
AHU- 0017705.AH.01.09.Year 2008 dated March 11, 2008 and ii
Receipt of
Notification of
Data Change
of RCI
No. AHU-AH.01.10-5743 dated March 11, 2008 and registered in the Company Register in accordance with UUPT under No.
AHU-0017706.AH.01.09.Year 2008 dated March 11, 2008, registered in the Company Register in accordance with
UUWDP under TDP No. 090315144306 in Company Registration Office
of South
Jakarta Municipality
under No.
713RUB0903VI2008, dated June 11, 2008 and published in the State Gazette of the Republic of Indonesia No. 48
dated June 13, 2008, Supplement No. 8597. Articles of Association of RCI has undergone several amendments, the
latest amendment of the Articles of Association of RCI is as set forth in the Deed No. 59 dated April 15, 2011
which was prepared by Deni Thanur, SE, SH, M.Kn., Notary in Jakarta, of which contents among others related to:
i change of classification of shares issued by RCI into series A shares with Nominal Value of Rp1,000,000 one
million Rupiah and series B shares with Nominal Value of Rp1,000 one thousand Rupiah, ii conversion of all
