Determination of Offering Price in the Primary Market

169 XIII. UNDERWRITING

1. Description of Underwriting

Pursuant to the Deed of the Company’s Initial Public Offering Underwriting Agreement No. 64 dated March 23, 2017, read together with Amendment I of the Shares Underwriting Agreement of the Company’s Public Offering No. 1 dated May 2, 2017 and Amendment II of the Shares Underwriting Agreement of the Company’s Public Offering No. ● dated June 8, 2017, all drawn up before Fathiah Helmi, S.H., a Notary in Jakarta, the Joint Lead Underwriters agree to, in accordance with their respective underwriting portion, offer and sell the Offering Shares to the public and to bind themselves to purchase the Offering Shares that remain unsold at the closing date of the offering period of the Initial Public Offering at the Offering Price. The Shares Underwriting Agreement shall supercede any similar agreements, whether written or unwritten, which have previously existed or will exist in the future, between the Company and the Underwriters. The Joint Lead Underwriters participating in the underwriting of the Offering Shares have agreed to perform their duties in accordance with Regulation No. IX.A.7. The underwriters, their respective underwriting portion and percentage participating in the Company’s Initial Public Offering are as follows: No. Underwriters Underwriting Portion Percentage Number of Shares Rp Joint Lead Underwriters: 1. PT Bahana Sekuritas 497,800,000 129,428,000,000 39.824 2. PT DBS Vickers Sekuritas Indonesia 497,800,000 129,428,000,000 39.824 3. PT BCA Sekuritas 248,900,000 64,714,000,000 19.912 Subtotal 1,244,500,000 323,570,000,000 99,560 Underwriters: 1. PT Erdhika Elit Sekuritas 1,500,000 390,000,000 0.120 2. PT Profindo Sekuritas Indonesia 1,000,000 260,000,000 0.080 3. PT Panca Global Sekuritas 1,000,000 260,000,000 0.080 4. PT Bosowa Sekuritas 450,000 117,000,000 0.036 5. PT Dhanawibawa Sekuritas Indonesia 450,000 117,000,000 0.036 6. PT Magenta Kapital Sekuritas Indonesia 450,000 117,000,000 0.036 7. PT Yulie Sekuritas Indonesia 450,000 117,000,000 0.036 8. PT KGI Sekuritas Indonesia 100,000 26,000,000 0.008 9. PT Phillip Sekuritas Indonesia 100,000 26,000,000 0.008 Subtotal 5,500,000 1,430,000,000 0.440 Total 1,250,000,000 325,000,000,000 100.00 PT Bahana Sekuritas, PT BCA Sekuritas and PT DBS Vickers Sekuritas Indonesia, as the Joint Lead Underwriters and Underwriters, hereby expressly represent that they are not Affiliated Parties of the Company, whether directly or indirectly, based on the definition set forth in the Capital Market Law.

2. Determination of Offering Price in the Primary Market

The Offering Price of the Shares is determined based on mutual agreement and negotiation between the Company and the Joint Lead Underwriters taking into consideration the results of the preliminary offering the Bookbuilding conducted from May 24, 2017 until June 6, 2017. The price submitted by prospective investors during the Bookbuilding ranges from Rp210 up to Rp315. 170 The determination of Offering Price range is based on a combination of several valuation methods such as the discounted cash flow method on the projected consolidated revenue of the Company, and multiple valuation ratios such as EVEBITDA and PE of several public companies listed on regional stock exchanges. The Offering Price range is submitted to potential investors at the time of bookbuilding. The Offering Price of Rp260 also takes into account the result of the Bookbuilding conducted by the Joint Lead Underwriters, who conducted a survey involving investors in the domestic market and took the following factors into consideration: - Market condition at the time of the Bookbuilding; - Investor demand; - Demand from Quality Institutional Buyers QIB; - The Company’s financial performance; - Data and information concerning the Company including, the Company’s performance, brief history, business prospects and information on the furniture industry in Indonesia; - Assessment of: 1. the Directors and management, the Company’s operations or performance, both in the past and in the future, and future business prospects and revenue prospects; 2. the Company’s operations or performance, both in the past and in the future; and 3. the future business prospects and revenue prospects; - The Company’s latest update; - Determination of market value and various valuation methods for several companies which engage in similar industry with the Company; - Assessment based on PE and EVEBITDA ratios of several public companies listed on the regional stock exchanges that can be used as comparison; and - Expected performance of the Company’s Shares on the secondary market There is no guarantee or assurance that the Company’s share price will continue to be higher than the Offering Price or that the trading of the Company’s shares will remain active on the IDX where the shares are listed subsequent to the Initial Public Offering. 171 XIV. CAPITAL MARKET SUPPORTING INSTITUTIONS AND PROFESSIONALS The capital market supporting institutions and professionals participating in this Initial Public Offering are as follows: Public Accountant Public Accounting Firm Teramihardja, Pradhono Chandra Rödl Partner Jl. Ngagel Tama A-6 Surabaya 60283, Indonesia Phone: 031 502 7134 Fax: 031 503 1472 Name of Partner : Agustina Felisia STTD Number : 185BLSTTD-AP2012 STTD Date : January 4, 2012 Framework : Public Accountant Professional Standards set out by IAPI. IAPI Membership No. : 1614 Engagement Letter : 004ITG022017 Main duties: Perform audit based on the auditing standards set forth by the IAPI. The standards require the public accountant to plan and perform an audit in order to obtain a reasonable assurance on whether the financial statements are free from material misstatements and to be responsible for the opinion expressed on the audited financial statements. the duties of the public accountant shall include examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Professional experience in the capital markets in the last three years: No. Company Name Type of Transaction Year 1. PT Paramita Bangun Sarana Tbk Initial Public Offering 2016 2. PT Mitra Pemuda Tbk Initial Public Offering 2015 3. PT Trans Power Marine Tbk Initial Public Offering 2012 Legal Counsel Makes Partners Menara Batavia 7th Floor Jl. KH Mansyur Kav. 126 Jakarta 10220, Indonesia Phone: 021 574 7181 Fax: 021 574 7180 Name of Partner : Iwan Setiawan, S.H. STTD Number : No. 227PMSTTD-KH1998 STTD Date : October 5, 1998 Association of Capital Market Legal Counsels Himpunan Konsultan Hukum Pasar Modal, the : No. 200924 172 HKHPM Membership No. Framework : Professional Standards of the Association of Capital Market Legal Counsels, Annex to the Decree of Association of Capital Market Legal Counsels No. KEP.01HKHPM2005 dated February 18, 2005, as amended by the Decree of the Association of Capital Market Legal Counsels No. KEP.04HKHPMXI2012 dated December 6, 2012, and Decree of the Association of Capital Market Legal Counsels No. 01KEP-HKHPMII2014 dated February 4, 2014. Engagement Letter : 001ITG022017 Main duties: To conduct examination and research to the best of its ability on the legal aspects of the existing facts about the Company and other related information as provided by the Company. The results of the legal examination and research are summarized in the legal due diligence report, which serves as the basis to form the legal opinion which shall be expressed objectively and independently, and to examine the information included in this Prospectus as far as legal aspects are concerned. The duties and functions of a legal counsel described herein are in accordance with the professional standards and the prevailing Capital Market Regulations in connection with the implementation of principles of disclosures related to the Initial Public Offering . Professional experience in the capital markets in the last three years: No. Company Name Type of Transaction Year 1. PT Bank Bukopin Tbk Bond Public Offering 2017 2. PT Krakatau Steel Persero Tbk Rights Issue 2016 3. PT Impack Pratama Tbk Bond Public Offering 2016 4. PT Surya Semesta Internusa Tbk Bond Public Offering 2016 5. PT Aneka Gas Industri Tbk Initial Public Offering 2016 6. PT Bentoel Internasional Investama Tbk Rights Issue 2016 7. PT Sierad Produce Tbk Rights Issue 2016 8. PT Mitra Keluarga Karyasehat Tbk Initial Public Offering 2015 9. PT Profesional Telekomunikasi Indonesia Bond Public Offering 2014 10. PT Agung Podomoro Land Tbk Bond Public Offering 2014 Notary Fathiah Helmi, SH Graha Irama, 6th Floor, Suite C Jl. HR Rasuna Said Blok X-1 Kav.12 Kuningan Jakarta 12950, Indonesia Phone : 021 5290 7304-6 Fax: 021 526 1136 173 STTD Number : No. 02STTD-NPM1996 STTD Date : February 12, 1996 Association Membership : Indonesian Notary Association Ikatan Notaris Indonesia, the INI No.011.003.027.260958 Framework : Law No. 30 of 2004 regarding the Notary Office and the Indonesian Notary Association Code of Ethics. Engagement Letter : 002ITG022017 Main duties: Attend meetings discussing all aspects related to the Initial Public Offering, except for meetings involving financial aspects and price setting, and marketing strategies, formulate and prepare Deeds relating to the Initial Public Offering, including the Shares Underwriting Agreement. Professional experience in the capital markets in the last three years: No. Company Name Type of Transaction Year 1. PT Waskita Beton Precast Tbk Initial Public Offering 2016 2. PT Anugerah Berkah Madani Tbk Initial Public Offering 2016 3. PT Aneka Gas Industri Tbk Initial Public Offering 2016 4. PT Wijaya Karya Persero Tbk Rights Issue 2016 5. PT Pembangunan Perumahan Persero Tbk Rights Issue 2016 6. PT Krakatau Steel Persero Tbk Rights Issue 2016 7. PT Bank Pembangunan Daerah Banten Tbk Rights Issue 2016 8. PT Adira Dinamika Multi Finance Tbk Shelf Bonds Offering 2016 9. PT Bank Rakyat Indonesia Persero Tbk Shelf Bonds Offering 2016 10. PT Federal International Finance Shelf Bonds Offering 2016 11. PT PP Properti Tbk Bonds Offering 2016 12. PT Pelabuhan Indonesia I Persero Bonds Offering 2016 13. PT Angkasa Pura I Persero Bonds and Sukuk Offering 2016 14. PT Angkasa Pura II Persero Bonds Offering 2016 15. PT Bank DKI Shelf Bonds Offering 2016 16. PT Bank Pembangunan Daerah Sulawesi Selatan dan Sulawesi Barat Shelf Bonds Offering 2016 17. PT Intiland Development Tbk Bonds Offering 2016 18. PT Medco Energi Internasional Tbk Shelf Bonds Offering 2016 19. PT Bank OCBC NISP Tbk Shelf Bonds Offering 2016 20. PT Mandiri Tunas Finance Shelf Bonds Offering 2016 21. PT Waskita Karya Persero Tbk Shelf Bonds Offering 2016 22. PT Aneka Tambang Persero Tbk Rights Issue 2015 23. PT Adhi Karya Persero Tbk Rights Issue 2015 24. PT Waskita Karya Persero Tbk Rights Issue 2015 25. PT Ciputra Property Tbk Initial Public Offering 2015 26. PT Mitrakarya Sehat Tbk Initial Public Offering 2015 27. PT PP Properti Tbk Initial Public Offering 2015 28. PT Gelombang Seismatik Indonesia Initial Public Offering 2015 174 No. Company Name Type of Transaction Year Tbk 29. PT Federal International Finance Shelf Bonds Offering 2015 30. PT Mandala Multifinance Tbk Shelf Bonds Offering 2015 31. PT Mandiri Tunas Finance Shelf Bonds Offering 2015 32. PT Panorama Sentrawisata Tbk Shelf Bonds Offering 2015 33. PT Adira Dinamika Multi Finance Tbk Shelf Bonds Offering 2015 34. PT Adira Dinamika Multi Finance Tbk Shelf Bonds Offering 2015 35. PT Waskita Karya Persero Tbk Shelf Bonds Offering 2015 36. PT Summarecon Agung Tbk Shelf Bonds Offering 2015 37. PT Bank Rakyat Indonesia Persero Tbk Shelf Bonds Offering 2015 38. PT BCA Finance Tbk Shelf Bonds Offering 2015 39. PT Bank Pembangunan Daerah Jawa Tengah Subordinated Bonds Offering 2015 40. PT Bank Pembangunan Daerah Sulawesi Utara Bonds Offering 2014 41. PT Ciputra Residence Bonds Offering 2014 42. PT Summarecon Agung Tbk Sukuk Offering 2014 43. PT Summarecon Agung Tbk Shelf Bonds Offering 2014 44. PT Express Transindo Utama Tbk Bonds Offering 2014 45. PT Bank Mayapada Subordinated Bonds Offering 2014 46. PT Bank Of India Indonesia Tbk Rights Issue 2014 47. PT Garuda Indonesia Persero Tbk Rights Issue 2014 48. PT Bank QNB Kesawan Tbk Rights Issue 2014 49. PT Pan Brothers Tbk Rights Issue 2014 50. PT Intan Baruprana Finance Tbk Initial Public Offering 2014 51. PT Mitra Bara Adiperdana Tbk Initial Public Offering 2014 52. PT Bank Panin Syariah Tbk Initial Public Offering 2014 53. PT Semen Baturaja Persero Tbk Initial Public Offering 2014 Share Registrar Datindo Entrycom Puri Datindo Jl. Jendral Sudirman Kav 34 Jakarta Phone: 021 5709009 Fax: 021 5709026 STTD Number : Kep 16PM1991 STTD Date : April 19, 1991 Framework : Capital Market and Bapepam and LK Regulation Name of Association : Indonesian Securities Administration Bureau Association Asosiasi Biro Administrasi Efek Indonesia, the ABI Engagement Letter : 003ITG022017 Main duties: The duties and responsibilities of the Share Registrar in the Initial Public Offering according to the applicable professional standards and the prevailing Capital Market regulations include theadmission of share subscription in the form of FPPS and DPPS, which are supported by documents required in the 175 share subscription procedures and have been approved by the Underwriters as subscriptions eligible for share allotment, and the undertaking the administration of share subscriptions in according using the application available at the Share Registrar. Professional experience in the capital markets in the last three years: No. Company Name Type of Transaction Year 1. PT Nusantara Pelabuhan Handal Tbk Initial Public Offering 2017 2. PT Aneka Gas Industri Tbk Initial Public Offering 2016 3. PT Waskita Beton Precast Tbk Initial Public Offering 2016 4. PT Duta Intidaya Tbk Initial Public Offering 2016 5. PT Graha Layar Prima Tbk Rights Issue 2016 6. PT Bentoel Internasional Tbk Rights Issue 2016 7. PT Catur Sentosa Adiprana Tbk Rights Issue 2016 8. PT Sillo Maritime Perdana Tbk Initial Public Offering 2016 9. PT Cikarang Listrindo Tbk Initial Public Offering 2016 10. PT XL Axiata Tbk Rights Issue 2016 11. PT Bank Ganesha Tbk Initial Public Offering 2016 12. PT Equity Development Investment Tbk Rights Issue 2016 13. PT Mitra Pemuda Tbk Initial Public Offering 2016 14. PT KINO Indonesia Tbk Initial Public Offering 2015 15. PT ANTAM Persero Tbk Rights Issue 2015 16. PT Adhi Karya Persero Tbk Rights Issue 2015 17. PT Bank Harda Internasional Tbk Initial Public Offering 2015 18. PT Bank Rakyat Indonesia Agroniaga Tbk Rights Issue 2015 19. PT Asuransi Harta Aman Pratama Tbk Rights Issue 2015 20. PT Anabatic Technologies Tbk Initial Public Offering 2015 21. PT Waskita Karya Persero Tbk Rights Issue 2015 22. PT Merdeka Copper Gold Tbk Initial Public Offering 2015 23. PT Mega Manunggal Property Tbk Initial Public Offering 2015 24. PT Intan Baruprana Finance Tbk Initial Public Offering 2014 25. PT Blue Bird Tbk Initial Public Offering 2014 26. PT Mitrabara Adiperdana Tbk Initial Public Offering 2014 27. PT Graha Layar Prima Tbk Initial Public Offering 2014 28. PT Wijaya Karya Beton Tbk Initial Public Offering 2014 Together with the Underwriters, the Share Registrar shall have the right to reject share subscriptions that fail to satisfy the applicable subscription requirements. In the event of oversubscription, the Share Registrar shall conduct the allotment process in accordance with the allotment formula set by the Allotment Manager, print the Allotment Confirmation Form and prepare the allotment report. The Share Registrar is also responsible for issuing the Collective Share Certificate, if required, and prepare the Initial Public Offering Report in accordance with the prevailing regulations. Based on the Elucidation of Article 1 number 1 read together with number 23 of the Capital Market Law, as previously described in Chapter XV of this Prospectus, the capital market supporting institutions and 176 professionals participating in this Initial Public Offering represent that they are not Affiliated Parties of Company, whether directly or indirectly, as defined in the Capital Market Law. 177 XV. LEGAL OPINION 178 XVI. INDEPENDENT AUDITOR’S REPORT AND THE COMPANY’S CONSOLIDATED FINANCIAL STATEMENTS 179 XVII. IMPORTANT PROVISIONS IN THE COMPANY’S ARTICLES OF ASSOCIATION AND OTHER IMPORTANT PROVISIONS IN RELATION TO THE SHAREHOLDERS The Company’s Articles of Association presented below incorporates the Company’s most recent amendments to the Articles of Association as set out in the Deed of minutes of Extraordinary General Meeting of Shareholders of PT Integra Indocabinet No. 17 dated March 7, 2017, drawn up before Fathiah Helmi, S.H., a Notary in Jakarta, which was i approved by the MoLHR under Decree No. AHU-0005787.AH.01.02.TAHUN 2017 dated March 8, 2017, and was i received and registered in the database of the Legal Entity Administration System of the Ministry of Law and Human Rights of the Republic of Indonesia, each under No. AHU-AH.01.03-0116016 for the amendment of the Company’s Articles of Association and No. AHU-AH.01.03-0116017 for the Company’s data change dated March 8, 2017, and was registered in the Company Register under No. AHU-0005787.AH.01.02.TAHUN 2017 dated March 8, 2017. The Company’s Articles of Association are as follows: NAME AND DOMICILE Article 1 1. The name of the Limited Liability Company is PT INTEGRA INDOCABINET Tbk hereinafter referred to as the Company, having its domicile in Sidoarjo Regency. 2. The Company shall be allowed to open branch or representative offices, whether in or outside the jurisdiction of the Republic of Indonesia as stipulated by the Directors and upon approval of the Board of Commissioners. THE COMPANY’S DURATION OF ESTABLISHMENT Article 2 The Company was established on 19-05-1989 nineteen May nineteen eighty nine and has obtained the status as a legal entity since 20-01-1990 twenty January nineteen ninety, and shall be established for an indefinite period of time. AIMS, OBJECTIVES AND BUSINESS ACTIVITIES Article 3 1. The Company’s aims and objectives are to engage in the industry, 2. Trade and service businesses. 3. To achieve the aforementioned aims and objectives, the Company may carry out the following business activities: a. To engage in industrial activities, including among others, the furniture, wood, and cork product business, the bamboo and rattan wickerwork business as well as other similar businesses. b. To: - i. engage in trade, including export-import and domestic, of products produced independently or by other parties that are marketed by the Company; ii. act as a wholesaler, purveyor, supplier, franchisee, commission house and other related business activities; 180 iii. act as a distributor, agent and representative of other domestic and international enterprises; and iv. trade of the industrial products referred to above. c. To provide services, except for legal and tax services. 4. In addition to the main business activities referred to in paragraph 2, the Company may carry out supporting business activities, namely, creative business activities related to graphic design, interior design, product design, industrial design, corporate identity consulting, market research as well as packaging services. CAPITAL Article 4 1. The Company’s authorized capital shall be in the sum of Rp2,000,000,000,000.00 two trillion Rupiah, consisting of 20,000,000,000 twenty billion shares, each share having a nominal value of Rp100.0 one hundred Rupiah. 2. Of such Authorized Capital, a total of 5,000,000,000 five billion shares, each having a nominal value of Rp100.0 one hundred Rupiah, having a total nominal value of Rp500,000,000,000 have been issued and fully paid by the Shareholders, the details and nominal value of shares of which are stated in the closing provisions of this Deed. 3. 100.0 of the nominal value of each share that has been issued and fully paid referred to above, or a total of Rp500,000,000,000 five hundred billion Rupiah has been fully paid by the Shareholders of the Company as set out in the Deed Number: 12 dated 25-08-2016 twenty five August two thousand sixteen, drawn up before Dyah Ayu Ambarwati, Bachelor of Law, Master of Notary, a Notary in Pasuruan Regency, the notification of changes in company data of which has been received and recorded in the Legal Entity Administration System database of the Ministry of Law and Human Rights of the Republic of Indonesia under Number: AHU-AH.01.03-0075419 dated 29- 08-2016 twenty nine August two thousand sixteen. 4. Shares in portfolio shall be issued by the Company upon approval of the General Meeting of Shareholders GMS. Shares in portfolio shall be issued by the Company with the approval of the GMS, under certain conditions and at the price stipulated by the Directors with the approval of the Board of Commissioners, and such price shall not be lower than the par nominal value per share, with due consideration to the provisions of this Articles of Association and the prevailing laws and regulations in the Capital Market and the regulations in the IDX where the Company’s shares are listed. 5. Payment of shares may be made in the form of cash or other forms of payment andor in the form of rights to charge. Such payment of shares shall comply with the Capital Market regulations and other laws and regulations governing such payment. 6. Payment of shares in the form other than cash, whether in the form of tangible or intangible articles, shall comply with the following provisions: a. The articles to be made as capital contributions shall be announced to the public in conjunction with the summon to convene the GMS concerning such contribution; b. The articles to be made as capital contributions shall be appraised by an Appraiser registered in the Financial Services Authority OJK, and shall not be encumbered in any way whatsoever; 181 c. Subject to the approval from the General Meeting of Shareholders at the quorum as set out in this Articles of Association. d. In the event that the articles to be deposited as capital contributions isare in the form of the Company’s shares listed on the Stock Exchange, such shares shall be valued at fair market value. e. In the event that the capital contributions shall be derived from the Company’s retained earnings, capital paid in excess of par value, net profit, andor other components of own capital, then the said retained earnings, capital paid in excess of par value, the Company’s net profit, andor other components of own capital shall be first reported in the last Annual Financial Statements audited by an Accountant registered with the OJK with unmodified opinion. 7. In raising additional capital with the issuance of Preemptive Rights to shareholders, the Company shall be obligated to announce information on the plan to raise additional capital with the issuance of Preemptive Rights to shareholders in simultaneously with the announcement of GMS, at the latest, in one newspaper published in the Indonesian language with national circulation, at the minimum, or the Stock Exchange’s website and the Public Company’s website, the content of which shall meet the principles required by the Capital Market. 8. In the event that the GMS approving the issuance of shares in portfolio by raising additional capital without issuance of Preemptive Rights determines the maximum number of shares in portfolio to be issued, such GMS shall grant the Board of Commissioners with the authority and power to declare the final number of shares issued in connection with additional capital without Preemptive Rights. 9. Equity Securities Issuance; Every additional capital acquired through the issuance of Equity Securities Equity Securities shall be Shares, Securities convertible to shares or Securities with the right to obtain shares from the Company as the issuer, shall be conducted in accordance with the following provisions: a. Granting Preemptive Rights, i.e. an inherent right of the shares that allows existing shareholders to purchase shares andor other equity securities convertible to shares or granting the rights to purchase shares, before such securities are offered to other parties; b. Issuance of sharesadditional capital with Preemptive Rights; without Preemptive Rights shall be conducted with the approval of the GMS in accordance with the regulations in the Capital Market; c. The issuance of shares from portfolio for the holders of Securities convertible to shares or Securities containing the right to acquire shares, may be carried out by the Directors based on the shareholders in a GMS which approved the issuance of such Securities. d. The Company shall be obligated to conduct unsubscribed share andor equity security allotment at the same offer price to all shareholders declaring their intention to purchase additional shares andor Equity Securities during the Preemptive Rights exercise period. e. The Preemptive Rights are tradable and transferrable to other parties, with due considerations to the provisions of the Articles of Association and the prevailing laws and regulations in the Capital Market and in Indonesia. f. In the event that there are remaining Equity Securities that are not subscribed by the shareholders referred to in point d above, then, in the event that a stand-by buyer is available, the aforementioned Equity Securities shall be allocated to the Party acting as the stand-by buyer at equal price and terms. g. If the Company intends to raise additional capital, which proceeds shall be used to carry out transactions with a certain pre-determined value, such capital raise shall have Stand-By Buyers guaranteeing to purchase the remaining shares andor other Equity Securities unsubscribed by 182 the Preemptive Right Holders, at a minimum price that is equal to the offer price of such shares andor other Equity Securities. h. Additional paid-in capital shall be effective upon payment and the shares issued shall have equal rights with other shares under the same class issued by the Company, without prejudice to the Company’s obligations to report to the Minister of Law and Human Rights. i. Issuance of Equity Securities without granting the Preemptive Rights to the Shareholders may be carried out in the event that such issuance is: 1 designated to the Company’s employees; andor 2 designated to the holders of Bonds or other Securities convertible to shares, which have been issued with the approval of the GMS; andor 3 effected in the course of reorganization andor restructuring that has been approved by the GMS; andor 4 conducted in accordance with the regulations in the Capital Market allowing additional capital without preemptive rights. 10. Increasing the Company’s Authorized Capital: a. The increase of the Company’s Authorized Capital may be conducted solely based on the resolution of the GMS. The amendment to the Articles of Association with regard to the change in Authorized Capital shall require the approval from the Minister of Law and Human Rights andor its replacement. b. The increase of authorized capital resulting in the issued and fully paid-in capital to be less than 25.0 of the Authorized Capital may be conducted provided that: b.1. Approval from the GMS to increase the Authorized Capital has been obtained; b.2. Approval from the Minister of Law and Human Rights of the Republic of Indonesia andor its replacement has been obtained; b.3. The increase in issued and fully paid-in capital to become at least 25.0 of the authorized capital shall be conducted by no later than six months subsequent to the approval from the Minister of Law and Human Rights of the Republic of Indonesia andor its replacement. b.4. In the event that the increase in fully paid-in capital as defined in Article 4 paragraph 7.b.3 of this Articles of Association is not fully satisfied, the Company shall re-amend its Articles of Association so that the Authorized Capital and Issued and fully paid-in capital conform to the provisions of Article 33 paragraph 1 and paragraph 2 of the Companies Law, within a period of two months subsequent to the failure to satisfy the period set out in Article 4 paragraph 7.b.3 of this Articles of Association; b.5. The approval of the GMS referred to in Article 4 paragraph 7.b.1 of this Articles of Association shall include the approval to amend the Articles of Association referred to in Article 4 paragraph 7.b.4 of this Articles of Association. c. The amendment of Articles of Association with regard to the increase of Authorized Capital shall become effective after the payment of shares resulting in the fully paid-in capital to become at least 25.0 of the authorized capital takes place, and such shares shall bear equal rights as other shares issued by the Company, without prejudice to the Company’s obligation to apply for the approval on the amendment of Articles of Association from the Minister of Law and Human Rights of the Republic of Indonesia andor its replacement upon such increase of fully paid-in capital. 11. The Company may buy back the shares that have been fully paid and the buyback of such shares shall duly consider the provisions of the prevailing regulations, particularly the Capital Market Regulations. 183 SHARES Article 5 1. The Company’s shares are registered shares, as registered in the Company’s Shareholder Register. 2. The Company may issue shares with or without nominal value. Issuance of shares without nominal value shall be conducted in accordance with the prevailing laws and regulations in the Capital Market. 3. The Company shall only acknowledge one individual or one legal entity as the owner of one share. 4. Every one share shall provide one vote to the owners of such share, which shall be the person or legal entity which name is registered as the shareholder in the Shareholder Register. 5. In the event that a share, for any reason whatsoever, is owned jointly by several persons, then those who jointly own such share shall appoint in writing, one person among themselves or another person as their joint representative and only the said representative shall be registered in the Shareholder Register and the said representative shall be deemed as the legitimate owner of such share and shall have the right to exercise and use all the rights vested by law over such share. 6. As long as the provisions in paragraph 5 of this Article are not satisfied, the shareholders shall not have the right to cast their votes in a GMS, and dividend payments for such shares shall be suspended. 7. In the event that the joint owner neglects to notify the appointment of such joint representative to the Company in writing, the Company shall have the right to treat the shareholder whose name is registered in the Company’s Shareholder Register as the sole legitimate owner of such shares. 8. Every Shareholder shall comply with this Articles of Association and all resolutions validly adopted in the GMS and the prevailing laws and regulations. 9. All shares issued by the Company may be encumbered with due compliance with the provisions of laws and regulations concerning encumbrance of shares, the laws and regulations in the Capital Market and the Companies Law. 10. The Share Ownership Evidence shall be the following: a. In the event that the Company’s shares are not administered in a Collective Depository at the Securities Depository and Settlement Institution, the Company shall be obligated to provide the share ownership evidence in the form of share certificates or collective share certificates to its shareholders. b. In the event that the Company’s shares are not administered in a Collective Depository at the Securities Depository and Settlement Institution, the Company shall be obligated to issue certificates of written confirmation signed by the Directors to the Securities Depository and Settlement Institution as evidence of registration in the Company’s Shareholder Register. 11. For the Company’s shares that are listed on the Stock Exchange, the laws and regulations in the Capital Market and the regulations in the Stock Exchange where the shares are listed shall apply. 184 SHARE CERTIFICATE Article 6 1. The Company may issue a collective share certificate as a share ownership evidence of two or more shares owned by a shareholder. 2. A share certificate shall, at the minimum, state the following a. The name and address of the shareholder; b. The serial number of the share certificate; c. The nominal value of the share; d. The issuance date of the share certificate; 3. A collective share certificate shall, at the minimum, state the following: a. The name and address of the shareholder; b. The serial number of the collective share certificate; c. The serial number of the share certificate and the number of shares; d. The nominal value of the share; e. The issuance date of the collective share certificate; 4. Every share certificate andor collective share certificate andor convertible bond andor warrant andor other securities convertible to shares shall be printed and marked with serial number, date of issuance and shall contain the signatures of the President Director together with the Vice President Director or one member of the Directors appointed by the Directors Meeting together with one member of the Board of Commissioners appointed by the Board of Commissioners Meeting, and such signatures may be directly printed on the share certificate andor collective share certificate andor convertible bond andor other securities convertible to shares, with due consideration to the prevailing laws and regulations in the Capital Market. SHARE CERTIFICATE REPLACEMENT Article 7 1. Damaged share certificate and collective share certificate: a. In the event that a share certificate is damaged, a duplicate of the said share certificate can be issued provided that: 1 The applicant filing the written request for the said duplicate of share certificate is the owner of the said share certificate; and 2 The Company has received the damaged share certificate; b. The Company shall destroy the damaged original share certificate upon issuance of the duplicate of share certificate, which serial number shall be the same as the original share certificate; 2. In the event that a share certificate is lost, a duplicate of the said share certificate can be issued provided that: a. The applicant filing the written request for the said duplicate of share certificate is the owner of the said share certificate; and b. The Company has obtained a police report concerning the loss of the said share certificate from the Indonesian National Police; c. The applicant filing the request for the said duplicate of share certificate has provided a guarantee as deemed adequate by the Company’s Directors; and 185 d. The plan for the issuance of a duplicate of the lost share certificate has been announced in the Stock Exchange where the Company’s shares are listed by at least 14 fourteen days prior to the issuance of the duplicate of share certificate. 3. All costs incurred with respect to the issuance of the replacement of share certificate shall be borne by the concerned Shareholder. 4. The provisions set out in paragraph 1, 2 and 3 of this Article shall apply for the replacement of collective share certificates or collective Equity Securities certificate. COLLECTIVE DEPOSITORY Article 8 1. Shares administered in a Collective Depository under the Securities Depository and Settlement Institution shall be registered in the Company’s Shareholder Register under the name of the Securities Depository and Settlement Institution for the interest of the account holders at the Securities Depository and Settlement Institution. 2. Shares administered in a Collective Depository under a Custodian Bank or a Securities Company that are registered in the Securities Account at the Securities Depository and Settlement Institution shall be registered under the name of the respective Custodian Bank or Securities Company for the benefit of the holders of Securities Account in the respective Custodian Bank or Securities Company. 3. In the event that the shares administered in the Collective Depository under a Custodian Bank constitute a part of a Mutual Fund Securities Portfolio in the form of a collective investment contract and are not included in the Collective Depository at the Securities Depository and Settlement Institution, the Company shall register such shares in the Shareholder Register under the name of the Custodian Bank for the benefit of the unit holder of the said Mutual Fund in the form of collective investment contract; 4. The Company is obligated to issue certificates or written confirmations to the Securities Depository and Settlement Institution referred to in point 1 above or to the Custodian Bank referred to in point 3 above as evidence of registration in the Company’s Shareholder Register; 5. The Company is obligated to transfer the shares administered in the Collective Depository that are registered under the name of the Securities Depository and Settlement Institution or the Custodian Bank for Mutual Funds in the form of Collective Investment Contract in the Company’s Shareholders Register to the name of the parties appointed by the respective Securities Depository and Settlement Institution or Custodian Bank; Request for transfer shall be submitted by the Securities Depository and Settlement Institution or the Custodian Bank to the Company or the Securities Administration Bureau appointed by the Company; 6. The Securities Depository and Settlement Institution, Custodian Bank, or Securities Company shall issue written confirmations to the Securities account holders as evidence of registration in the Securities account; 7. With respect to the Collective Depository, each share of the same type and class issued by the Company shall be equal and exchangeable between one another; 186 8. The Company shall reject the registration of a share in the Collective Depository in the event that the share certificate is lost or destroyed, unless the Party requesting the transfer referred to above is able to provide sufficient evidence andor guarantee that the Party is the lawful owner of the lostdestroyed share certificate and that the share certificate is truly lost or destroyed; 9. The Company shall reject the registration of the shares in the Collective Depository if the shares are encumbered, forfeited based on a court order, or forfeited for the purpose of a criminal investigation; 10. A Securities account holder whose Securities are registered in the Collective Depository is entitled to be present andor to cast votes in the GMS in proportion to number of shares held in the respective securities account 11. The Custodian Banks or Securities Company shall submit the Securities account register and the number of the Company’s shares owned by each account holder at the said Custodian Bank and Securities Company to the Depository and Settlement Institution, to be further furnished to the Company by no later than one business day prior to the summon to the GMS. 12. Investment Managers shall be entitled to be present and cast votes in the GMS under the Company’s shares administered in the Collective Depository at the Custodian Bank, which constitute a part of the Mutual Funds portfolio in the form of Collective Investment Contract and are not administered in the Collective Depository at the Securities Depository and Settlement Institution, provided that the respective Custodian Bank delivers the name of the Investment Managers to the Company by no later than one business day prior to the summon to the GMS. 13. The Company shall deliver dividends, bonus shares, or other shareholding-related entitlements with respect to the shares administered in the Collective Depository to the Securities Depository and Settlement Institution, and subsequently the Securities Depository and Settlement Institution shall deliver dividends, bonus shares or other entitlements to the Custodian Bank and Securities Company for the benefit of each of the account holder at the aforementioned Custodian Banks and Securities Companies; 14. The Company shall deliver to the Custodian Bank the dividends, bonus shares, or other shareholding-related entitlements with respect to the shares administered in the Collective Depository at the Custodian Bank, which constitute a part of the Mutual Funds portfolio in the form of Collective Investment Contracts that are not included in the shares administered in the Collective Depository at the Securities Depository and Settlement Institution; and 15. The deadline to determine whether the holders of Securities accounts are entitled to receive dividends, bonus shares or other shareholding-related entitlements with respect to the ownership of shares administered in the Collective Depository shall be determined by the GMS, provided that the Custodian Banks and Securities Companies shall submit the list of Securities account holders and the number of the Company’s shares owned by the respective Securities account holder to the Securities Depository and Settlement Institution, by no later than the date set out as the basis to determine the shareholders entitled to receive dividends, bonus shares or other entitlements, to be further furnished to the Company by no later than one business day following the date set out as the basis to determine the shareholders entitled to receive dividends or other aforementioned entitlements. 187 16. The provisions concerning Collective Depository are subject to the laws and regulations in the Capital Market and the regulations in the Stock Exchange in the jurisdiction of the Republic of Indonesia where the Company’s shares are listed. SHAREHOLDER REGISTER AND SPECIAL SHAREHOLDER REGISTER Article 9 1. Directors shall be obligated to create, save and maintain the Shareholder Register and Special Register at the Company’s choice of forum for dispute resolution. 2. The Shareholder Register records the following: a. The names and addresses of the shareholders andor the Depository and Settlement Institution or other parties appointed by the account holder at the Depository and Settlement Institution; b. The amount, serial number and acquisition date of the shares owned by the shareholders; c. The amount paid for each share; d. The names and addresses of the persons or legal entities having right of pledge over shares or those registered as the beneficiaries of fiduciary liens on shares and the acquisition date of such right of pledge or the registration date of such fiduciary liens. e. The description of payment of shares in other forms than cash; f. Other information deemed necessary by the Directors; 3. The special register records the description of share ownership by the members of the Directors and the Board of Commissioners and their family in the Company andor in other companies and the acquisition date of such shares. Directors shall be obligated to save and maintain the Shareholder Register and Special Register to the best of their abilities. 4. The Shareholders whose names are registered in the Company’s Shareholder Register or Special Register shall inform any change of residenceaddress in a letter supported by a receipt to the Directors. Prior to such notification, all letters, notices, summons or information to the Shareholders shall be considered valid if addressed to the Shareholders’ last recorded address in the Shareholder Register. 5. The Directors shall make the Shareholder Register and the Special Register available at the Company’s office. Each Shareholder or its authorized representative may request to be presented with the Shareholder Register and Special Register during the Company’s office hours. 6. The lawful shareholders of the Company shall have the right to exercise the rights vested to a Shareholder by the prevailing laws and regulations, with due considerations to the provisions of this Articles of Association. 7. Registration of more than one name for one share or transfer of share from one share to more than one person shall be prohibited. With due consideration to the provisions of Article 5 paragraph 4 of this Articles of Association, the Company shall have the right to treat the shareholder whose name is registered in the Company’s Shareholder Register as the sole lawful owner of such shares. 8. The Directors may appoint and delegate the authorities to undertake the registration of shares in the Shareholder Register and Special Shareholder Register to the Securities Administration Bureau. Every registration or record in the Shareholder Register, including registration concerning a sale, transfer, collateralization, pledge, or fiduciary liens concerning the Company’s shares or the 188 rights or interests over shares shall be conducted in accordance with this Articles of Association and the laws and regulation in the Capital Market. TRANSFER OF RIGHT OVER SHARES Article 10 1. a. Unless determined otherwise by the laws and regulations, particularly the regulations prevailing in the Capital Market and this Articles of Association, all transfers of right over shares shall be proven by a document signed by or on behalf of the Party ies transferring the right over shares and by or on behalf of the Partyies accepting the transfer of right over the respective shares. The document of transfer of right over shares must be prepared in the format determined or approved by the Directors. b. Transfer of Right over Shares that are administered in the Collective Depository shall be effected by transfer from one Securities account to another Securities account at the Securities Depository and Settlement Institution, Custodian Banks, and Securities Companies. The document of transfer of right over shares shall be in the form as stipulated by andor deemed acceptable by the Directors, provided by the document of transfer of right over shares that are listed on the Stock Exchange shall comply with the prevailing regulations of the Stock Exchange where the Company’s shares are listed. 2. Transfer of right over shares that are contrary to the provisions of this Articles of Association or are contrary to the prevailing laws and regulations, or are made without the approval from the competent authorities if required, shall not apply to the Company. 3. The Directors, at their own discretions and by providing the reasons thereof, may deny the registration of transfer of right over shares in the Shareholder Register in the event that the provisions set forth in this Articles of Association and the laws and regulations in the Capital Market are not satisfied. 4. In the event that the Directors denies the registration of the aforementioned transfer of right over shares, the Directors shall deliver a notification of denial to the persons intending to effect the transfer within 30 thirty calendar days following the receipt of the request for such registration by the Directors, with due considerations to the prevailing laws and regulations, particularly the regulations in the Capital Market and the Stock Exchange regulations where the Company’s shares are listed. 5. In the event of a change of ownership of shares, the previous owner initially registered in the Shareholders Register shall be considered as the owner of such shares until the name of the new owner of the shares is registered in the Company’s Shareholders Register, without prejudice to the prevailing laws and regulations and the regulations of the Capital Market and the Stock Exchange where the Company’s shares are listed. 6. Any person receiving a transfer of right over shares due to the death of a shareholder or due to any other reason which causes the ownership of the shares to change by law, may apply a written request to be registered as the shareholder of the said shares by submitting the evidence of the person’s right to receive the transfer, as may be required from time to time by the Directors. Registration may be put into effect solely upon the Directors’ acceptance of the evidence of transfer by the Directors, without prejudice to the provisions of this Articles of Association. 189 7. The forms and procedures to transfer right over shares traded in the Capital Market shall comply with the laws and regulations in the Capital Market and the regulations of the Stock Exchange where such shares are listed. 8. Shareholders requesting the GMS to convene as defined in Article 11 paragraph 9 point 1 shall be prohibited from transferring their share ownerships for a minimum period of six months subsequent to the GMS, in the event that such request for the GMS to convene is satisfied by the Directors or the Board of Commissioners or set out by the Court of Law. GENERAL MEETING OF SHAREHOLDERS Article 11 1. GMS consists of Annual GMS and other GMS hereinafter referred to as the Extraordinary GMS. 2. The Annual GMS shall convene within a period no later than six months after the closing of the Company’s fiscal year. 3. Extraordinary GMS may convene from time to time in accordance with the Company’s needs. 4. The term GMS in this Articles of Association shall mean both the Annual GMS and Extraordinary GMS, unless expressly stated otherwise. 5. GMS with other agenda shall not be authorized to adopt a resolution. 6. The Directors shall hold the Annual General Meeting of Shareholders and Extraordinary General Meeting of Shareholders upon request of the Company’s Board of Commissioners or upon request of the shareholders with due considerations to the provisions of paragraph 9 of this article, and the request to hold a GMS by the Board of Commissioners shall be submitted to the Directors by registered mail and shall be supported with the reasons thereof. 7. During the Annual GMS, the Directors shall present: a. The Annual Report referred to in Article 21 paragraph 3 of this Articles of Association, which has been reviewed by the Board of Commissioners. b. Proposal on the appropriation of net profit, in the event that the Company has positive retained earnings; c. Proposal on the appointment of Public Accountant registered in the OJK. Other than the agenda referred to in letter a, b and c of this paragraph, the Annual GMS may discuss other agenda provided such agenda is allowed based on this Articles of Association and the prevailing laws and regulations. 8. The approval of the annual report by the Annual GMS shall constitute the full release and discharge of the members of the Directors and the members of the Board of Commissioners for the management and supervision undertaken during the previous fiscal year, to the extent that such actions are reflected in the said annual report, with the exception of embezzlement, fraud and other criminal acts. 9. Request for the GMS to Convene by Shareholders: 1 One shareholder or more who jointly represents 110 one tenth or more of the total shares with voting rights, may request the GMS to convene. 190 2 The request for the GMS to convene referred to in point 1 of this article shall be submitted to the Directors with registered mail supported with the reasons thereof. 3 The request for the GMS to convene referred to in point 1 of this paragraph shall: a. be made in good faith; b. be made in consideration the Company’s interests; c. constitute a request that require the resolutions of the GMS; d. be supported by the reasons and the relevant materials that require the resolutions of the GMS; and e. not be contrary to the prevailing laws and regulations and the Company’s Articles of Association. 4 The Directors shall announce the GMS to the shareholders by no later than 15 fifteen days commencing on the date of request for the GMS to convene referred to in point 1 of this paragraph is received by the Directors. 5 In the event that the Directors fails to announce the GMS referred to in point 4 of this paragraph, the shareholders may re-apply the request for the GMS to convene to the Board of Commissioners. 6 The Board of Commissioners shall announce the GMS to the shareholders by no later than 15 fifteen days commencing on the date of request for the GMS to convene referred to in point 5 of this paragraph is received by the Board of Commissioners. 7 In the event that the Directors or the Board of Commissioners fails to announce the GMS during the period set forth in point 4 of this paragraph and point 6 of this paragraph, the Directors or the Board of Commissioners shall be obligated to announce that: a. There has been a request from the shareholder for the GMS to convene as referred to in point 1 of this paragraph; b. The reasons for not convening such GMS. 8 The announcement referred to in point 7 of this paragraph shall be made by no later than 15 fifteen days commencing on the date of request for the GMS to convene referred to in point 4 of this paragraph and paragraph 6 of this article is received. 9 Such announcement referred to in point 7 of this paragraph shall be made in at least: a. one newspapers published in the Indonesian language with national circulation; b. the Stock Exchange’s website; and c. the Company’s website in the Indonesian and foreign language, provided that the foreign language used shall be the English language, at the minimum. 10 The announcement in foreign language referred to in point 9 letter c of this paragraph must contain the same information with the information contained in the announcement in the Indonesian Language. 11 In the event of any difference in interpretation of information announced in the foreign language and that announced in the Indonesian Language as referred to in point 10 of this paragraph, the information in the Indonesian Language shall prevail. 12 Proof of announcement referred to in point 9 letter a of this paragraph and a copy of the letter requesting the GMS to convene referred to in point 2 of this paragraph must be submitted to the OJK by no later than two business days following such announcement. 13 In the event that the Board of Commissioners fails to announce the GMS referred to in point 6 of this article, the Shareholders referred to in point 1 of this article may file the request for the GMS to convene to the head of district court which jurisdiction encompasses the Company’s choice of forum for dispute resolution, to issue a ruling granting the permission for the GMS to convene. 14 Shareholders having obtained the ruling granting the permission for the GMS to convene referred to in point 13 of this paragraph shall be obligated to: 191 a. Issue the announcement, summon to the GMS, announcement of the GMS agenda, with respect to the GMS convening in accordance with this Financial Services Authority Regulation. b. Issue notification for the GMS to convene and submit the proof of announcement, proof of summons, GMS agenda, and proof of announcement of GMS agenda with respect to the GMS convening in accordance with the OJK Regulations to the OJK. c. Submit the document containing the name of shareholders who have obtained the court ruling to convene a GMS and their respective shareholdings in the Company and the court ruling along with the notification referred to in letter b to the OJK with respect to the plan to convene such GMS. 15 The shareholders referred to in point 1 of this paragraph are prohibited from transferring their shares as set out in Article 10 paragraph 8. VENUE, NOTICE, ANNOUNCEMENT, SUMMON AND TIMING OF THE GENERAL MEETING OF SHAREHOLDERS Article 12 1. The GMS shall convene within the jurisdiction of the Republic of Indonesia. 2. The Company shall determine the venue and time of the GMS. 3. The venue of the GMS referred to in paragraph 2 shall be: a. the Company’s choice of forum for dispute resolution; b. the location where the Company carries out its main business activities; c. the capital of the province of the Company’s choice of forum for dispute resolution or where the Company’s main business activities take place; or d. the province which is the choice of forum for dispute resolution of the Stock Exchange where the Company’s shares are listed. 4. Notification of GMS to the OJK: 1 The Company shall first notify the meeting agenda to the OJK by no later than five business days prior to the announcement of the GMS, without considering the GMS announcement date. 2 Meeting agenda referred to in point 1 of this article must be clearly disclosed in detail. 3 In the event of changes to the meeting agenda referred to in point 2 of this paragraph, the Company shall be obligated to submit such change of meeting agenda to the OJK by no later than the summon to the GMS. 5. The provisions of paragraph 4 of this article shall apply, mutatis mutandis, to the announcement of GMS convening due to the request of shareholders who have obtained the court ruling granting the permission for the GMS to convene referred to in Article 11.9.14. 6. Announcement of GMS: 1 The Announcement of GMS shall be made by no later than 14 fourteen days prior to the summon to the GMS, excluding the date of the announcement and the date of the summon. 2 Such announcement referred to in point 1 of this paragraph shall, at the minimum, contain the following: a. Provisions concerning the Shareholders eligible to attend the GMS; b. Provisions concerning the Shareholders eligible to propose the meeting agenda; c. The date of the GMS; and d. The date of the summon to the GMS; 192 3 In the event of a GMS convening upon request of the shareholders referred to in Article 11 paragraph 9, the announcement of the GMS referred to in point 1 of this paragraph shall include the information that the Company is holding the GMS upon request of the shareholders, in addition to the matters stated in point 2 of this paragraph. 4 The announcement of the GMS to the shareholders referred to in point 1 of this paragraph shall be made, at the minimum, in following: a. one newspapers published in the Indonesian language with national circulation; b. the Stock Exchange’s website; and c. the Company’s website in the Indonesian and foreign language, provided that the foreign language used shall be the English language, at the minimum. 5 The announcement of the GMS in foreign language referred to in point 4 letter c of this paragraph must contain the same information with the information contained in the announcement of the GMS in the Indonesian Language. 6 In the event of any difference in interpretation of information announced in the foreign language and that announced in the Indonesian Language as referred to in point 5 of this paragraph, the information in the Indonesian Language shall be used as a reference. 7 Proof of the GMS announcement referred to in point 4.a of this paragraph shall be submitted to the OJKby no later than two business days subsequent to the GMS Announcement. 8 In the event of a GMS convening upon request of the shareholders, the submission of proof of the GMS announcement referred to in point of this paragraph shall be supported by a copy of letter of request for the GMS to convene as referred to in Article 11.9.2. 9 Announcement of and Summon to the GMS to resolve matters with conflict of interest shall be made in accordance with the Capital Market Regulations. 7. The provisions of paragraph 6 of this article shall apply, mutatis mutandis, to the announcement of the GMS convening due to the request of shareholders who have obtained the court ruling granting the permission for the GMS to convene referred to in Article 11.9.14. 8. Proposal of the Meeting Agenda: 1 The shareholders may propose the meeting agenda in writing to the Directors by no later than seven days prior to the summon to the GMS. 2 The shareholders eligible to propose the meeting agenda referred to in point 1 of this article is one or more shareholders, who jointly represents 120 one twentieth of the total shares with valid voting rights, unless the Company’s Articles of Association stipulates a lower amount. 3 The proposal of meeting agenda referred to in point 1 of this paragraph shall: a. be made in good faith; b. be made in consideration the Company’s interests; c. Be supported by the reasons and materials for the proposed meeting agenda; d. not be contrary to the prevailing laws and regulations. 4 Proposal of meeting agenda submitted by the shareholders referred to in point 1 of this paragraph shall be a meeting agenda that require the resolutions of the GMS. 5 The Company shall be obligated to state the meeting agenda proposed by the shareholders referred to in point 1 of this article up to point 4 of this article in the meeting agenda stated in the summon. 9. Summon to the GMS: 1 The Company shall issue the summon to GMS to the shareholders by no later than 21 twenty one calendar days prior to the GMS, excluding the date of the summon and the date of the GMS. 193 2 The summon to the GMS referred to in point 1 of this paragraph shall, at the minimum, contain the following information: a. The date of the GMS; b. The time of the GMS; c. The venue of the GMS; d. Provisions concerning the Shareholders eligible to attend the GMS; e. Meeting agenda, including elucidation of each meeting agenda; and f. Information stating that the material for the meeting agenda shall be available to Shareholders from the date of summon to the GMS until the time of the GMS. 3 The summon of the GMS to the shareholders referred to in point 1 of this paragraph shall be made, at the minimum, in the following: a. one newspapers published in the Indonesian language with national circulation; b. the Stock Exchange’s website; and c. the Company’s website in the Indonesian and foreign language, provided that the foreign language used shall be the English language, at the minimum. 4 The summon to the GMS in foreign language referred to in point 3 letter c of this paragraph must contain the same information with the information contained in the summon to the GMS in the Indonesian Language. 5 In the event of any difference in interpretation of information announced in the foreign language and that announced in the Indonesian Language as referred to in point 4 of this paragraph, the information in the Indonesian Language shall be used as a reference. 6 Proof of the summon to the GMS referred to in point 3 letter a of this paragraph shall be submitted to the OJK by no later than two business days subsequent to the summon to the GMS. 7 Without prejudice to other provisions in this Articles of Association, the Summon shall be issued by the Directors or the Board of Commissioners in accordance with the procedures set out in this Articles of Association, with due considerations to the Capital Market Regulations. 10. The provisions of paragraph 9 of this Article shall apply, mutatis mutandis, to the announcement of GMS convening due to the request of shareholders who have obtained the court ruling granting the permission for the GMS to convene referred to in Article 11 paragraph 9 number 14. 11. Summon to the second GMS shall be made in accordance with the following provisions: 1 Summon to the second GMS shall be made by no later than seven days prior to the day the second GMS convenes. 2 The summon to the second GMS shall state that the first GMS has convened and failed to achieve quorum of attendance. The provision shall apply without prejudice to the Capital Market regulations and other laws and regulations and the regulations of the Stock Exchange where the Company’s shares are listed. 3 The second GMS shall convene within 10 days at the earliest and 21 days at the latest following the first GMS. 4 The provisions concerning the media used for the summon and the correction of the summon to the GMS referred to in point 3 paragraph 9 up to point 6 paragraph 9 of this article shall apply, mutatis mutandis, to the summon to the second GMS. 12. Summon to the third GMS shall be made in accordance with the following provisions: 1 Summon to the third GMS upon request of the Company shall be set out by the OJK; 2 The summon to the third GMS shall state that the second GMS has convened and failed to achieve quorum of attendance. 194 13. Material of the Meeting Agenda: 1 The Company shall be obligated to provide the material of meeting agenda to the shareholders. 2 The material of meeting agenda referred to in point 1 of this paragraph shall be available from the date of summon to the GMS until the date of the GMS. 3 In the event that other laws and regulations stipulates the obligation to provide the material of meeting agenda from a period earlier than that stipulated in the preceding provision of point 2 of this article, the material of meeting agenda referred to above shall be provided in accordance with the provisions of the said other laws and regulations. 4 The material of meeting agenda referred to in point 2 of this article may be made available in the form of physical documents andor electronic copies. 5 Copies of physical documents referred to in point 4 of this paragraph shall be provided free of charge by the Company upon written request of the shareholders. 6 Copies of electronic documents referred to in point 4 of this paragraph shall be available for access or download in the Company’s website. 7 In the event that the meeting agenda involves the appointment of members of the Directors andor members of the Board of Commissioners, the curricula vitae of the prospective members of the Directors andor Board of Commissioners shall be made available: a. In the Company’s website, at the minimum from the time of the summon until the date of the GMS; or b. In any other time other than the period referred to in letter a but no later than the date of the GMS, provided it is governed by the laws and regulations. 14. Correction of Summon: 1 The Company shall be obligated to issue a correction of summon to the GMS in the event of any change of information in the issued summon of the GMS referred to in paragraph 9 point 2 of this Article. 2 In the event that the correction of summon to the GMS referred to in point 1 of this article contains information concerning the date of the GMS andor addition of the GMS meeting agenda, the Company shall be obligated to re-issue the summon to the GMS in the manner according to the procedures of summon set out in paragraph 9 of this Article. 3 The provisions concerning the obligation to re-issue the summon to the GMS referred to in point 2 of this paragraph shall not apply in the event that the correction of summon to the GMS concerning the change in the date of the GMS andor addition to the GMS meeting agenda occurs through no fault of the Company. 4 The proof of correction of summon issued through no fault of the Company referred to in point 3 of this paragraph shall be submitted to the OJK on the same day of the re-issuance of the summon. 5 Provisions concerning the media used for and proof of the summon to the GMS referred to in point paragraph 9 point 3 and paragraph 6 point 7 of this Article shall apply, mutatis mutandis, to the summon to the media used for and proof of the re-issuance of summon to the GMS referred to in point 1 of this paragraph. 15. Rights of the Shareholders: 1 The shareholders, whether by himselfherself or represented based on a power of attorney, shall have the right to attend the GMS. 2 A shareholder may be represented by other Shareholder or third party based on a power of attorney, with due considerations to the prevailing laws and regulations. 3 Each share shall provide the holder with the right to cast one vote in a GMS. 195 4 The shareholders authorized to attend the GMS are the shareholders whose names are registered in the Company’s Shareholder Register at one day prior to the date of summon to the GMS 5 In the event of correction of summon to the GMS referred to in paragraph 14 point 1 of this Article, the shareholders authorized to attend the GMS are the shareholders whose names are registered in the Company’s Shareholder Register at one day prior to the date of correction of the summon to the GMS 16. During the GMS, the shareholders shall have the right to obtain information concerning the meeting agenda and the materials related to the said meeting agenda provided they are not in contrary to the Company’s interests. 17. During the GMS, the Company may invite other parties in relation to the GMS agenda. CHAIRMAN AND PROCEDURES OF THE GENERAL MEETING OF SHAREHOLDERS Article 13 1. Chairman of the GMS: 1 The GMS shall be chaired by a member of the Board of Commissioners appointed by the Board of Commissioners. 2 In the event that all members of the Board of Commissioners are unavailable or are prevented from attending the GMS, the GMS shall be chaired by a member of the Directors appointed by the Directors. 3 In the event that all members of the Board of Commissioners or members of the Directors are unavailable or are prevented from attending the GMS as set out in point 1 of this paragraph and point 2 of this paragraph, the GMS shall be chaired by the shareholders present in the GMS, who is appointed from and by the participants of the GMS. 4 In the event that the member of the Board of Commissioner appointed by the Board of Commissioners to chair the GMS has a conflict of interest with regard to any of the agenda to be resolved in the GMS, the GMS shall be chaired by another member of the Board of Commissioners who does not have such conflict of interest, appointed by the Board of Commissioners 5 In the event that all members of the Board of Commissioners have a conflict of interest, the GMS shall be chaired by a member of the Directors appointed by the Directors. 6 In the event that the member of the Directors appointed by the Directors to chair the GMS has a conflict of interest with regard to the agenda to be resolved in the GMS, the GMS shall be chaired by a member of the Directors who has no conflict of interest. 7 In the event that all members of the Directors have a conflict of interest, the GMS shall be chaired by a non-controlling shareholder appointed by the majority of shareholders attending the GMS. 8 The Chairman of the GMS shall have the right to request those present to prove that they are authorized to attend the Meeting. 2. Procedures of the GMS: 1 During the GMS, the procedures of the GMS shall be distributed to the shareholders present. 2 The main points of the procedures of the GMS referred to in point 1 of this paragraph shall be read before the GMS commences. 3 On the opening of the GMS, the Chairman of the GMS shall, at the minimum, present to the shareholders an explanation concerning the following: a. The Company’s general condition in brief; 196 b. meeting agenda; c. The mechanisms to adopt a resolution with regard to the meeting agenda; and d. The procedures to exercise the rights of the shareholders to raise questions andor opinions. RESOLUTIONS, QUORUM OF ATTENDANCE, QUORUM OF RESOLUTIONS IN THE GENERAL MEETING OF SHAREHOLDERS AND MINUTES OF THE GENERAL MEETING OF SHAREHOLDERS Article 14 1. Resolutions of the GMS: 1 Resolutions of the GMS shall be adopted by way of amicable discussions, and in compliance with the provisions of this Articles of Association. 2 In the event of failure to adopt resolutions by way of amicable discussions referred to in paragraph 1, such resolutions shall be adopted by way of voting. 3 Adoption of resolutions by way of voting referred to in paragraph 2 shall be conducted with due considerations to the provisions concerning the quorum of attendance and quorum of resolutions of the GMS. 2. Quorum of Attendance and Quorum of Resolutions of the GMS: 1 Unless otherwise set out in this Articles of Association, quorum of attendance and quorum of resolutions in the GMS for meeting agenda requiring the resolutions of the GMS including issuance of Equity Securities shall be subject to the following provisions: a. A GMS may convene if more than 12 one half of the total shares with voting rights are present or represented in the GMS, unless the Laws andor the Company’s Articles of Association stipulate a higher quorum. b. In the event that the quorum referred to in letter a cannot be achieved, a second GMS may convene, provided that the second GMS shall be valid and authorized to adopt resolutions if at least 13 one third of the total shares with voting rights are present or represented in the GMS, except in the event that the Company’s Articles of Association determine a higher quorum. c. The GMS resolution referred to in letter a and letter b shall be valid if approved by more than 12 one half of the total shares with valid voting rights that are present at the GMS, unless the Laws andor the Company’s Articles of Association stipulate that a resolution shall be valid if approved by higher number of votes in favor. d. In the event of failure to achieve quorum in the second GMS referred to in point 1 letter b of this article, the third GMS may convene provided that the third GMS shall be valid and authorized to adopt resolutions if such GMS is attended by the shareholders with valid voting rights in accordance with the quorum of attendance and the quorum of resolutions determined by the OJK at the request of the Company. 2 The quorum of attendance and quorum of resolutions of GMS convening with the agenda concerning the amendment to the Company’s Articles of Association excluding amendment to Articles of Association for the issuance of Equity Securities, except for the amendment to the Company’s Articles of Association in order to extend the duration of establishment of the Company, shall be in accordance with the following provisions: a. The GMS may convene provided that the GMS is attended by the Shareholders representing at least 23 two-third of the total shares with valid voting rights. b. Resolutions of the GMS referred to in letter a shall be valid if approved by more than 23 two-third of the total shares with valid voting rights that are present in the GMS. 197 c. In the event of failure to achieve the quorum referred to in letter a, a second GMS may convene provided that the second GMS shall be valid and authorized to adopt resolutions if such GMS is attended by the shareholders representing at least 35 three-fifth of the total shares with valid voting. d. Resolutions of the second GMS shall be valid if approved by more than 12 one half of the total shares with valid voting rights that are present in the GMS. e. In the event of failure to achieve quorum in the second GMS referred to in letter c, the third GMS may convene provided that the third GMS shall be valid and authorized to adopt resolutions if such GMS is attended by the shareholders with valid voting rights in accordance with the quorum of attendance and the quorum of resolutions determined by the Financial Services Authority at the request of the Company. 3 The quorum of attendance and quorum of resolutions of a GMS with the agenda to transfer more than 50.0 of the Company’s net assets in one or more transactions, whether or not such transactions are related to one another, to encumber the Company’s assets representing more than 50.0 of the Company’s net assets in one transaction or more, whether or not such transactions are related to one another, to effect a merger, amalgamation, acquisition, spin-off, to file a petition of bankruptcy for the Company, to extend the duration of establishment of the Company, and dissolution of the Company, shall be in accordance with the following provisions: a. The GMS may convene provided that the GMS is attended by the Shareholders representing at least 34 three quarter of the total shares with valid voting rights. b. Resolutions of the GMS referred to in letter a shall be valid if approved by more than 34 three quarter of the total shares with valid voting rights that are present in the GMS. c. In the event of failure to achieve the quorum referred to in letter a, a second GMS may convene provided that the second GMS shall be valid and authorized to adopt resolutions if such GMS is attended by the shareholders representing at least 23 two-third of the total shares with valid voting. d. Resolutions of the second GMS shall be valid if approved by more than 34 three quarter of the total shares with valid voting rights that are present in the GMS. e. In the event of failure to achieve quorum in the second GMS referred to in letter c, the third GMS may convene provided that the third GMS shall be valid and authorized to adopt resolutions if such GMS is attended by the shareholders with valid voting rights in accordance with the quorum of attendance and the quorum of resolutions determined by the OJK at the request of the Company. 4 The quorum of attendance and quorum of resolutions of the GMS with the agenda concerning transactions with conflict of interest shall be in accordance with the following provisions: a. The GMS may convene provided that the GMS is attended by the Independent Shareholders representing at least 12 three quarter of the total shares with valid voting rights owned by the Independent Shareholders. b. The GMS may convene provided that the GMS is attended by the Independent Shareholders representing at least 12 one half of the total shares with valid voting rights owned by the Independent Shareholders. c. In the event of failure to achieve the quorum referred to in letter a, a second GMS may convene provided that the second GMS shall be valid and authorized to adopt resolutions if such GMS is attended by the Independent shareholders representing at least 12 one half of the total shares with valid voting rights owned by the Independent Shareholders. d. Resolutions of the second GMS shall be valid if approved by more than 12 one half of the total shares owned by the Independent Shareholders who are present in the GMS. e. In the event of failure to achieve quorum in the second GMS referred to in letter c, the third GMS may convene provided that the third GMS shall be valid and authorized to adopt 198 resolutions if such GMS is attended by the Independent Shareholders with valid voting rights in accordance with the quorum of attendance determined by the OJK at the request of the Company. f. Resolutions of the third GMS shall be valid if approved by the Independent Shareholders representing more than 50.0 shares owned by the Independent Shareholders who are present. g. Shareholders having conflict of interests shall be considered to have rendered the same decision as that approved by the Independent Shareholders without any conflict of interests; 5 The shareholder of shares with valid voting rights who are present in a GMS but abstained cast no vote shall be considered to have casted the same vote with that of the majority shareholders who cast their votes. 6 In the event of voting, the votes cast by a shareholder shall apply for all shares owned by such shareholder and the shareholder shall have no right to authorize to cast a different vote to more than one proxy for a portion of the shares owned by such shareholder. 7 The provisions referred to in point 7 of this paragraph shall not apply to: a. Custodian Banks or Securities Companies acting as Custodians representing their customers who are the shareholders of the Company. b. Investment Managers representing the interest of Mutual Fund under their management. 8 In the event of voting, members of the Directors, members of the Board of Commissioners and employees of the respective company are prohibited from acting as the representatives of the Shareholders. 9 Voting shall be conducted verbally, unless the Chairman determines otherwise. 3. Minutes of the GMS: 1 The Company shall prepare the minutes of the GMS 2 The Minutes of GMS must be prepared and signed by the chairman of the meeting and by at least one shareholder appointed from and by the participants of the GMS. 3 The signature referred to in point 2 of this article shall not be required if the minutes of the GMS is prepared in the form of deed of minutes of the GMS prepared by a notary. 4 The Minutes of the GMS referred to in point 1 of this paragraph shall be submitted to the OJK by no later than 30 two business days subsequent to the GMS. 5 In the event of submission deadline of the minutes of the GMS referred to in point 4 of this article falls on a holiday, the said minutes of GMS shall be submitted by no later than the next business days. 4. Summary of Minutes of the GMS: 1 The Company shall prepare the Summary of Minutes of the GMS. 2 The Summary of Minutes of the GMS referred to in point 1 of this article shall at least contain the following information: a. date of the GMS, venue of the GMS, time of the GMS, and agenda of the GMS; b. Members of the Directors and Board of Commissioners who are present in the GMS; c. Total shares with valid voting rights that are present in the GMS and the percentage to total shares with valid voting rights; d. whether or not the opportunities for shareholders to raise questions andor present their opinions concerning the meeting agenda are granted; e. Total shareholders raising questions andor presenting opinions concerning the meeting agenda, if such opportunities are provided; f. Mechanism for the adoption of GMS resolutions; 199 g. Voting results, which include the total votes in favor, not in favor, and abstained not casting any vote for each meeting agenda, if the resolutions are adopted by way of voting; h. GMS resolutions; and i. The execution of payment of cash dividends to eligible shareholders, in the event of GMS resolution concerning distribution of cash dividends. 3 The Summary of Minutes of the GMS referred to in point 2 of this article shall be announced to the public in, at the minimum: a. one newspapers published in the Indonesian language with national circulation; b. the Stock Exchange’s website; and c. the Company’s website in the Indonesian and foreign language, provided that the foreign language used shall be the English language, at the minimum. 4 The Summary of Minutes of the GMS in foreign language referred to in point 3 letter c of this paragraph must contain the same information with the information contained in the summary of minutes of the GMS in the Indonesian Language. 5 In the event of any difference in interpretation of information in the summary of minutes of the GMS in the foreign language and the summary of minutes of the GMS in the Indonesian Language referred to in point 4 of this paragraph, the information in the Indonesian Language shall be used as a reference. 6 The announcement of summary of minutes of the GMS referred to in point 3 of this paragraph shall be issued to the public by no later than two business days subsequent to the GMS. 7 Proof of the announcement of summary of minutes of the GMS referred to in point 3 letter a of this paragraph shall be submitted to the OJK by no later than two business days subsequent to the said announcement. 8 The provisions of paragraph 3 point 4, paragraph 3 point 5 and paragraph 4 point 3, paragraph 4 point 6, paragraph 4 point 7, and paragraph 6 shall apply, mutatis mutandis, for: a. The submission of minutes of the GMS and the announced summary of minutes of GMS to the OJK; and b. Announcement of summary of minutes of GMS of the GMS convening due to the request of shareholders who have obtained the court ruling granting the permission for the GMS to convene referred to in Article 11 paragraph 9 point 14. DIRECTORS: Article 15 1. The Company is managed and led by the Directors; 2. The Directors shall consist of three members, at the minimum, consisting of: • one President Director; • one Vice President Director or more; • one or more Directors; with due considerations to the prevailing regulations in the Capital Market. 3. The persons eligible to be appointed as members of the Directors are individuals that satisfy the following the following requirements at the time of appointment and during their term of office: 1 Possess good character, moral, and integrity. 2 Competent to conduct legal acts. 3 Within five years prior to and during hisher appointment: a. has never been declared bankrupt; b. has never become a member of the Directors andor a member of the Board of Commissioner found guilty for causing a company to be declared bankrupt; 200 c. has never been convicted for any criminal acts that inflict financial losses to the state andor criminal acts related to the financial sector; 4 has never become a member of the Directors andor a member of the Board of Commissioners who, during hisher terms of office: a. neglected to convene the annual GMS; b. in reporting hisher accountability as a member of the Directors andor a member of the Board of Commissioners has been rejected by the GMS or has failed to report hisher accountability as a member of the Directors andor a member of the Directors to the GMS; and c. has caused a company that has obtained the license, approval or registration from the Financial Services Authority fail to meet its obligation to submit its annual report andor financial statements to the OJK. 5 Has the commitment to comply with the laws and regulations; and 6 Has the knowledge andor expertise in the fields required by the Company 4. In addition to the requirements referred to in paragraph 3, the requirement of members of the Directors shall comply with the provisions of: a. The Capital Market Law b. The laws and regulations in the Capital Market; and c. The laws and regulations applicable to the Company’s business activities. 5. The satisfaction of requirements referred to in paragraph 3 and paragraph 4 of this Article shall be included in a representation letter and submitted to the Company. 6. The representation letter referred to in paragraph 5 of this Article shall be examined and documented by the Company. 7. The satisfaction of requirements referred to in this Article shall be proven by the said letter kept in safekeeping by the Company. 8. The appointment of any member of the Directors who fails to satisfy the requirements set forth in paragraph 3 and paragraph 4 of this Article shall be null and void by law, commencing from the time such failure to satisfy the aforementioned requirements become known to other members of the Directors or Board of Commissioners Within a period of no longer than seven calendar days since such fact become known, other members of the Directors or Board of Commissioners shall announce the annulment of appointment of the concerned member of the Directors in at least one Newspaper and notify the Minister of Law and Human Rights andor its replacement about such annulment to be recorded in the Company Register. 9. The Company shall convene a GMS to replace members of the Directors who fail to satisfy the requirements set forth in paragraph 3 and 4. 10. Proposals for the appointment, discharge, andor replacement of members of the Directors submitted to the GMS shall duly consider the recommendations from the Board of Commissioners or the committee undertaking the nomination function. 11. Members of the Directors shall be appointed and discharged by the GMS, the appointment of which shall be effective on the date stipulated by the GMS appointing such members and shall expire after one term of office of the members of the Directors, which shall be five years or until the closing of the Annual GMS at the end of one term of office referred to above. Therefore, the term of office of the members of the Directors shall be no longer than five years, without prejudice to the rights of 201 the GMS to discharge the members of the Directors at any time prior to the end of their term of office, with due considerations to the provisions of this Articles of Association. 12. Members of the Directors whose term of office has ended may be reappointed based on the resolution of the GMS. 13. a. The GMS may discharge members of the Directors from time to time by stating the reasons thereof. b. The reasons to discharge the members of the Directors referred to in this Article shall be if the concerned member of the Directors no longer satisfies the criteria as members of the Directors, among others, committing any acts that inflict losses to the Company or any other reasons as deemed appropriate by the GMS. c. The resolution to discharge the concerned member of the Directors shall be adopted after such concerned member is given the opportunities to present hisher defense in the GMS. d. The opportunity to present such defense shall not be required if the concerned member has no objection to such discharge. e. The discharge of members of the Directors shall be effective upon closing of the GMS referred to in point a of this article or any other date stipulated in the GMS resolution. 14. a. A member of the Directors shall have the right to resign from hisher position prior to the end of hisher term of office by submitting a written notice concerning hisher intention to resign to the Company. b. The Company shall convene a GMS to resolve the request for resignation of the concerned member of the Directors within a period of no longer than 90 ninety days following the receipt of such request for resignation. c. The Company shall disclose to the public and report to the OJK by no later than two business days following the receipt of such request for resignation of the member of the Directors referred to in point a of this paragraph and the results of the GMS referred to in point b of this article. d. In the event that the Company fails to convene a GMS within the period set forth in point b of this article, then, with the elapse of such period, the resignation of the member of the Directors shall become effective without requiring the approval of the GMS, with due considerations to point g of this article. e. Before such resignation is effective, the concerned member of the Directors shall remain obligated to carry out hisher duties and responsibilities in accordance with this Articles of Association and the prevailing laws and regulations. f. The resigned member of the Directors referred to above may be requested to present hisher accountability as a member of the Directors from the appointment date of such member until the approval of hisher resignation in the GMS. g. The full release and discharge of the resigned member of the Directors shall be granted after the Annual GMS granted such full release and discharge. h. In the event that the resignation of the member of the Directors results in the number of the member of the Directors to be less than two persons, the said resignation shall be valid upon approval of the GMS and new members of the Directors have been appointed so that the minimum requirement of the total members of the Directors is satisfied. 15. a. Members of the Directors may be temporarily discharged at any time by the Board of Commissioners by stating the reasons thereof. b. The temporary discharge referred to in point a shall be informed to the concerned member of the Directors in writing. 202 c. In the event that a member of the Directors is temporarily discharged by the Board of Commissioners, the Board of Commissioners shall immediately convene a GMS to affirm or revoke the decision to temporarily discharge such member. d. The GMS referred to in point c of this article shall convene by no later than 90 ninety calendar days subsequent to the date of such temporary discharge. e. With the elapse of the period to convene a GMS referred to in point d of this article or in the event that the GMS fails to adopt a resolution, the temporary discharge referred to in point a of this article shall be null and void. f. In the GMS referred to in point c of this article, the concerned member of the Directors shall be given the opportunity to present hisher defense. g. The member of the Directors temporarily discharged referred to in point a of this paragraph shall not be authorized to: i. undertake the management of the Company for the interest of the Company and in accordance with the aims and objectives of the Company; and ii. represent the Company in and outside of the court of law; h. The limitation of authorities referred to in point g of this paragraph shall be effective from the decision of such temporary discharge is made by the Board of Commissioners until: i. A GMS resolution to affirm or revoke the temporary discharge referred to in point c of this paragraph is available; or ii. with the elapse of time as set out in point d of this paragraph. i. In the event that the GMS affirms the temporary discharge decision, the concerned member of the Directors shall be permanently discharged. j. If the temporarily discharged member of the Directors is not present in the GMS, such temporarily discharged member of the Directors shall be considered to waive hisher right to present hisher defense in the GMS, and therefore the temporarily discharged member of the Directors shall be deemed to have accepted the resolution of the GMS. k. The Company shall disclose the following matters to the public and report such matters to the OJK: i. The decision of such temporary discharge; and ii. The results of the GMS referred to in paragraph 10 letter c of this Article or information concerning the revocation of such temporary discharge by the Board of Commissioners due to failure to convene a GMS after the period referred to in paragraph 10 letter e of this Article has elapsed; 16. The GMS may: - Appoint another person to fill the position of a member of the Directors discharged from hisher office; or - Appoint another person to fill the position of a member of the Directors who resigned from hisher office; or - Appoint another person as a member of the Directors to fill in a vacancy; or - Add the number of new Directors. The term of office of the person appointed to replace a discharged member of the Directors or a resigning member of the Directors or to fill in a vacancy shall be equal to the remaining terms of office of the post such member so dischargedreplaced and the terms of office for the additional new members of the Directors shall be equal to the remaining term of the remaining members of Directors, unless the GMS determines otherwise. 17. The terms of office of members of the Directors shall cease automatically, if such member: a. is declared bankrupt or under guardianship pursuant to a court order; or b. is no longer qualified pursuant to the prevailing laws and regulations; or 203 c. is deceased; or d. is discharged pursuant to a resolution of the GMS. 18. Salaries, service allowances, and other remunerations granted to the members of Directors if any shall be determined by the GMS and the authority in respect of the foregoing may be delegated by the GMS to the Board of Commissioners. 19. In the event that the position of a member of the Directors is vacant for any reasons whatsoever, thereby causing the number of members of the Directors to be less than two persons as defined in paragraph 2 of this Article, a GMS shall convene to fill in the vacancy by no later than 90 ninety calendar days following the vacancy, with due considerations to the prevailing laws and regulations in the Capital Market. 20. In the event that the position of the President Director is vacant and for as long as the replacement has not been appointed or has not assumed hisher position, then, the Vice President Director appointed by the Directors Meeting shall carry out the President Director’s obligation and shall have equal authority and responsibilities as the President Director. In the event that the position of all members of the Directors are vacant, the provisions of Article 19 paragraph 6 of this Articles of Association shall apply. 21. Members of the Directors are permitted to hold the following dual positions, provided that: a. Such dual position is not contrary to the prevailing laws and regulations. b. Such member hold the dual position as member of the Directors in more than one Issuer or Public Company. c. Such member hold the dual position as member of the Board of Commissioners in more than three Issuers or Public Companies. d. Such member hold the dual position as Member of Committees in no more than five committees in the Public Companies where the concerned member also serves as a member of the Directors or member of the Board of Commissioners. 22. Every member of the Directors shall be prohibited from earning personal gains, whether directly or indirectly, from the Company’s activities other than the lawful income. DUTIES AND RESPONSIBILITIES OF THE DIRECTORS Article 16 1. The Directors shall undertake and shall be responsible for the management of the Company for the Company’s interest in accordance with Company’s aims and objectives set forth in the Articles of Association. 2. In carrying out its management duties and responsibilities referred to in paragraph 1, the Directors shall convene the Annual GMS and other GMS as set out by the laws and regulations and the Articles of Association. 3. Every member of the Directors shall perform hisher duties and responsibilities referred to in paragraph 1 in good faith, responsibly and prudently. 4. In order to support the Directors’ effectiveness in performing its duties and responsibilities referred to in paragraph 1, the Directors may establish committees. 204 5. In the event that the committees referred to in paragraph 4 are established, the Directors shall evaluate the performance of such committees at the end of each fiscal year. 6. The Directors, jointly with the Board of Commissioners, shall prepare: a. Guidelines that bind all members of the Directors and Board of Commissioners in accordance with the prevailing laws and regulations. b. Code of Ethics that shall apply for all members of the Directors and Board of Commissioners, employeesworkers, and the Company’s other supporting organs, in accordance with the prevailing laws and regulations. 7. Every member of the Directors shall be jointly and severally responsible in full for all losses borne by the company resulting from the errors or negligence of the member of the Directors in carrying out their duties. 8. Members of the Directors shall not be held responsible for the Company’s losses referred to in paragraph 7 of this Article, if such member is able to prove: a. Such losses do not result from hisher errors or negligence; b. Such member has undertaken the management of the Company in good faith, responsibly and prudently for the interest of and in accordance with the Company’s aims and objectives; c. Such member has no conflict of interest, whether directly or indirectly, pertaining to the act of management resulting in such losses; and d. Such member has taken actions to prevent such losses from occurring or continuing. 9. The Directors shall have the right to legally and directly represent the Company, whether in or outside the court of law, on all matters and all affairs, to bind the Company with other parties, and other parties to the Company, and to undertake any action, whether concerning the management or ownership, subject to the limitations set out by paragraph 10 of this Article. 10. The Directors shall first obtain the written approval of the Board of Commissioners with due considerations to the prevailing laws and regulations and the Company’s Articles of Association prior to: a. obtaining or granting mediumlong-term loans in a sum exceeding the limit that shall be determined from time to time by the Board of Commissioners, whether secured or unsecured, except the receivables and payables arising from business transactions; b. binding the Company as a guarantor borg or avalist with certain financial consequences exceeding certain sum determined by the Board of Commissioners; c. selling or otherwise transferring or disposing immovable assets, including the Company’s land rights or companies in the sum that shall be determined from time to time by the Board of Commissioners. d. pledging or otherwise charging encumbrance to the Company’s assets in the sum that shall be determined from time to time by the Board of Commissioners; e. subscribing or participating, or disposing a portion or all investment, or incorporating new companies for purposes other than credit restructuring in accordance with the prevailing laws and regulations, in the sum that shall be determined from time to time by the Board of Commissioners; without prejudice to the provisions of paragraph 11 stated below and the prevailing laws and regulations. 11. Making any legal act to a transfer or release the right of or b pledge as collateral for loans, a portion or all of the Company’s assets in the sum exceeding 50.0 of the Company’s net assets in 205 one transaction or more, whether or not such transactions are related to one another and the transaction to transfer the Company’s net assets that occur within one fiscal year, which shall require the approval of the GMS in accordance with the terms and conditions referred to in Article 14 paragraph 3 of this Articles of Association. 12. Any legal act to undertake Material Transactions, Transactions with Affiliates, or Transactions with Conflicts of Interest as defined in the prevailing laws and regulations and transactions that shall require the approval from the shareholders in a GMS according to the terms set out in the prevailing laws and regulations in the Capital Market. 13. a. The President Director shall have the rights and authorities to act for and on behalf of the Directors and to represent the Company; b. In the event that the President Director cannot attend or is unavailable for any reasons whatsoever, of which no evidence to third parties shall be required, then the Vice President Director shall have the rights and authorities to act for and on behalf of the Directors and to lawfully represent the Company. c. In the event that the President Director and the Vice President Director cannot attend or are unavailable for any reasons whatsoever, of which no evidence to third parties shall be required, then one other member of the Directors shall have the rights and authorities to act for and on behalf of the Directors and to lawfully represent the Company. d. The Directors may grant written authorization to one of the Company’s employees or more or to other person to conduct certain legal act for and on behalf of the Company for a certain period of time as set out in the power of attorney. 14. The division of duties and authorities of every member of the Directors shall be determined by the GMS, in the event that such division is not stipulated by the GMS, the division of duties and authorities of every member of the Directors shall be determined based on the resolution of the Directors Meeting. 15. In the event that the interest of the Company is conflicting with the personal interest of a member of the Directors, the Company shall be represented by other members of the Directors with no conflict of interest and in the event that the Company’s interest is conflicting with the interests of all members of the Directors, the Company shall be represented by the Board of Commissioners or a person appointed by the Board of Commissioners. In the absence of such member of the Board of Commissioners, the General Meeting of Shareholders shall appoint one person or more to represent the Company in carrying out the duties referred to above. 16. Member of the Directors shall not be authorized to represent the Company in the event of the following: a. There exist a proceeding in the court of law between the Company and the concerned member of the Directors; and b. The interests of the concerned member of the Directors conflicts with the interests of the Company. 17. Should the event referred to in paragraph 18 occur, the person authorized to represent the Company shall be: a. Other members of the Directors with no conflict of interest with the Company; b. The Board of Commissioners, in the event that all members of the Directors have conflict of interest with the Company; or 206 c. other party appointed by the GMS in the event that all members of the Directors or Board of Commissioners have conflict of interest with the Company. 18. Provisions concerning the duties and authorities of the Directors that are not yet set out by this Articles of Association shall refer to the OJK Regulations and the provisions of other prevailing laws and regulations. BOARD OF DIRECTORS MEETING Article 17 1. a. Meeting of the Directors may be held at any time when deemed necessary upon request of one or more members of the Directors or upon written request of one or more shareholders, who jointly represents 110 one tenth or more of the Company’s total issued shares with valid voting rights. b. The Directors shall hold meetings on a periodical basis, at least one time every month. 2. The Directors Meeting referred to in paragraph 1 shall be held, deemed valid and entitled to adopt binding resolutions if more than 12 one-half of the total members of the Directors are present or represented at the meeting. 3. The Directors shall hold a joint meeting with the Board of Commissioners on a periodical basis, at least one time in four months. 4. The attendance of the members of the Directors in the meeting referred to in paragraph 1 and 3 shall be disclosed in the Company’s annual report. 5. The Board of Commissioners shall schedule the meeting referred to in paragraph 1 and paragraph 3 for the following year prior to the end of the fiscal year. 6. With respect to the scheduled meetings referred to in paragraph 5, material of the meeting shall be provided to the participants by no later than five days prior to the meeting. 7. In the event of meetings held other than scheduled meetings referred to in paragraph 5, the material for the meeting shall be submitted to the meeting participants by no later than the meeting. 8. The invitation to the Directors Meeting shall be issued by the member of the Directors authorized to represent the Directors in accordance with the provisions of this Articles of Association. Invitation to the Directors Meeting shall be delivered in writing by any means to every member of the Directors by no later than five days prior to the Meeting, without taking into account the date of invitation and the date of the Meeting. 9. Such invitation shall state the agenda, date, time, and venue of the meeting. 10. The Directors Meeting shall be held at the Company’s choice of forum for dispute resolution or business activities or at the choice of forum for dispute resolution of the Stock Exchange where the Company’s shares are listed, or in any other locations provided such location is within the jurisdiction of the Republic of Indonesia. 11. The Directors Meeting shall be chaired by the President Director. In the event that the President Director is not present or is unable to attend, of which no evidence to third parties shall be required, 207 the Vice President Director shall chair the Directors Meeting. In the event that the President Director and Vice President Director are not present or are unable to attend, of which no evidence to third parties shall be required, a member of the Directors who are present and appointed in the said Directors Meeting may chair the Directors Meeting. 12. In a Directors Meeting, a member of the Directors may only be represented by one other member of the Directors under a power of attorney. 13. a. Each attending member of the Directors is entitled to cast one vote and one additional vote for every member heshe represents b. Each member of the Directors who personally, in any way, either directly or indirectly, has an interest in a transaction, a contract or proposed contract, in which the Company becomes one of the parties shall state the nature of such interest in the Directors meeting and shall not be entitled to participate in the voting on matters related to such transaction or contract, unless otherwise stipulated in the Directors meeting. 14. The adoption of resolutions in the Directors Meeting referred to in paragraph 1 shall be made by way of amicable discussions. 15. In the event of failure to achieve a resolution by way of amicable discussion referred to in paragraph 21, resolutions shall be adopted by majority votes, i.e. approved by more than 12 one half of the members of the Directors present. 16. The meeting resolutions referred to in paragraph 1 shall be set out in a minutes of meeting, signed by all members of the Directors present, and circulated to all members of the Directors. 17. The meeting resolutions referred to in paragraph 3 shall be set out in a minutes of meeting, signed by all members of the Directors and Board of Commissioners present, and circulated to all members of the Directors and the Board of Commissioners. 18. In the event that a member of the Directors andor member of the Board of Commissioners does not sign the meeting resolutions referred to in paragraph 16 and paragraph 17, the concerned member shall be obligated to state hisher reasons in writing in a separate letter attached to the minutes of meeting. 19. The minutes of meeting referred to in paragraph 16 and paragraph 17 must be documented by the Company. 20. Minutes of meeting prepared in accordance with the provisions of paragraph 16 and paragraph 17 shall serve as a legal evidence concerning the decisions made in the said Directors Meeting, whether for the member of the Directors or third parties. 21. The Directors may also adopt valid resolutions without convening a Directors Meeting, provided that all members of the Directors have been informed of the proposals in writing and have given their written approvals by signing such proposals. A resolution so adopted shall have the same binding power as a resolution validly adopted in a Directors meeting 22. Provisions concerning the Directors Meeting that are not yet set out by this Articles of Association shall refer to the OJK Regulations and the provisions of other prevailing laws and regulations. 208 BOARD OF COMMISSIONERS Article 18 1. The Board of Commissioners shall consist of two members, at the minimum, consisting of: one President Commissioner; one or more Commissioners; with due considerations to the prevailing regulations in the Capital Market. 2. In the event that the Board of Commissioners consist of two members of the Board of Commissioners, one person among them shall be an Independent Commissioners. 3. In the event that the Board of Commissioners consists of more than two members of the Board of Commissioners, the number of Independent Commissioners shall be no less than 30.0 of the total members of the Board of Commissioners. 4. Each member of the Board of Commissioners is prohibited from taking any action individually, but shall be based on the resolutions of the Board of Commissioners or the appointment of the Board of Commissioners. 5. The persons eligible to be appointed as members of the Board of Commissioners are individuals that satisfy the following requirements at the time of appointment and during their term of office: 1 Possess good character, moral, and integrity. 2 Competent to conduct legal acts. 3 Within five years prior to and during hisher appointment: a. has never been declared bankrupt; b. has never become a member of the Directors andor a member of the Board of Commissioner found guilty for causing a company to be declared bankrupt; c. has never been convicted for any criminal acts that inflict financial losses to the state andor criminal acts related to the financial sector; d. has never become a member of the Directors andor a member of the Board of Commissioners who, during hisher terms of office: i. neglected to convene the annual GMS; ii. in reporting hisher accountability as a member of the Directors andor a member of the Board of Commissioners has been rejected by the GMS or has failed to report hisher accountability as a member of the Directors andor a member of the Directors to the GMS; and Iii. has caused a company that has obtained the license, approval or registration from the OJK fail to meet its obligation to submit its annual report andor financial statements to the OJK. 4 Has the commitment to comply with the laws and regulations; and 5 Has the knowledge andor expertise in the fields required by the Company 6. The criteria of a member of the Board of Commissioners shall be in accordance with the provisions of: a. The Companies Law b. The laws and regulations in the Capital Market; and c. The laws and regulations applicable to the Company’s business activities. 209 7. With respect to Independent Commissioners, in addition to satisfying the provisions of paragraph 5 and paragraph 6, such candidate shall also satisfy the criteria of Independent Commissioners set out by the Capital Market regulations. 8. The satisfaction of requirements referred to in paragraph 5, 6 and 7 shall be included in a representation letter and submitted to the Company. 9. The representation letter referred to in paragraph 8 of this article shall be examined and documented by the Company. 10. The criteria of a member of the Board of Commissioners as set out by this Articles of Association shall be satisfied by the members of the Board of Commissioners during their terms of office. 11. The appointment of any member of the Board of Commissioners who fails to satisfy the requirements set forth in this Article shall be null and void by law, commencing from the time such failure to satisfy the aforementioned requirements become known to other members of the Board of Commissioners or Directors. Within a period of no longer than seven calendar days since such fact become known, other members of the Board of Commissioners or Directors shall announce the annulment of appointment of the concerned member of the Board of Commissioners in at least one Newspaper with national circulation and notify the Minister of Law and Human Rights andor its replacement about such annulment to be recorded in the Company Register. 12. The Company shall convene a GMS to replace any member of the Board of Commissioners who no longer satisfies the criteria as a member of the Board of Commissioners during hisher term of office. 13. Proposals for the appointment, discharge, andor replacement of members of the Board of Commissioners submitted to the GMS shall duly consider the recommendations from the Board of Commissioners or the committee undertaking the nomination function. 14. Members of the Directors shall be appointed and discharged by the GMS, the appointment of which shall be effective on the date stipulated by the GMS appointing such members and shall expire after one term of office of the members of the Directors, which shall be five years or until the closing of the Annual GMS at the end of one term of office referred to above, unless determined otherwise by the GMS. 15. Members of the Board of Commissioners whose term of office has ended may be reappointed based on the resolution of the GMS. 16. a. The GMS may discharge members of the Board of Commissioners from time to time by stating the reasons thereof. b. The reasons to discharge the members of the Board of Commissioners referred to in this Article shall be if the concerned member of the Board of Commissioners no longer satisfies the criteria as members of the Board of Commissioners, among others, committing any acts that inflict losses to the Company or any other reasons as deemed appropriate by the GMS. c. The resolution to discharge the concerned member of the Board of Commissioners shall be adopted after such concerned member is given the opportunities to present hisher defense in the GMS. d. The opportunity to present such defense shall not be required if the concerned member has no objection to such discharge. 210 e. The discharge of members of the Board of Commissioners shall be effective upon closing of the GMS referred to in point a of this article or any other date set out in the GMS resolution. 17. a. A member of the Board of Commissioners shall have the right to resign from hisher position prior to the end of hisher term of office by submitting a written notice concerning hisher intention to resign to the Company. b. The Company shall convene a GMS to resolve the request for resignation of the concerned member of the Board of Commissioners within a period of no longer than 90 ninety days following the receipt of such resignation letter. c. The Company shall disclose to the public and report to the OJK by no later than twobusiness days following the receipt of such request for resignation of the member of the Directors referred to in point a of this paragraph and the results of the GMS referred to in point b of this article. d. Before such resignation is effective, the concerned member of the Board of Commissioners shall remain obligated to carry out hisher duties and responsibilities in accordance with the Articles of Association and the prevailing laws and regulations. e. The resigned member of the Board of Commissioners referred to above may be requested to present hisher accountability as a member of the Board of Commissioners from the appointment date of such member until the approval of hisher resignation in the GMS. f. The full release and discharge of the resigned member of the Board of Commissioners shall be granted after the Annual GMS granted such full release and discharge. 18. The terms of office of members of the Board of Commissioners shall cease automatically, if such member: a. is declared bankrupt or under guardianship pursuant to a court order; b. Is prohibited from holding a post as a member of the Board of Commissioners as a result of a provisions set out by certain laws or the prevailing laws and regulations; or c. is deceased; or d. is discharged pursuant to a resolution of the GMS. 19. Salaries and other benefits of the members of the Board of Commissioners shall be determined by the GMS. 20. In the event that the position of a member of the Board of Commissioners is vacant for any reasons whatsoever, thereby causing the number of members of the Board of Commissioners to be less than two persons as defined in paragraph 1 of this Article, a GMS shall convene to fill in the vacancy by no later than 60 sixty calendar days following the vacancy, with due considerations to the prevailing laws and regulations in the Capital Market. 21. In the event that the position of the President Commissioner is vacant and for as long as the replacement has not been appointed or has not assumed hisher position, then one of the members of the Board of Commissioners appointed by the Board of Commissioners Meeting shall carry out the President Commissioner’s obligations and shall have equal authority and responsibilities as the President Commissioner. 22. Every member of the Board of Commissioners shall be prohibited from earning personal gains, whether directly or indirectly, from the Company’s activities other than the lawful income. 23. Members of the Board of Commissioners are prohibited from holding any dual positions if such dual positions are prohibited by andor in contrary to the laws and regulations. 211 24. Provisions concerning the Board of Commissioners that are not yet set out by this Articles of Association shall refer to the OJK Regulations and the provisions of other prevailing laws and regulations. DUTIES AND AUTHORITIES OF THE BOARD OF COMMISSIONERS Article 19 1. The Board of Commissioners shall undertake the supervision of and be responsible of the supervision of management policy, the course of management in general, whether those concerning the Company or the Company’s business, and provide advices to the Directors. 2. In certain conditions, the Board of Commissioners shall be obligated to hold an Annual GMS and other GMS in accordance with its authority as set out by the laws and regulations and the Articles of Association. 3. Members of the Board of Commissioners shall perform its duties and responsibilities referred to in paragraph 1 in good faith, responsibly and prudently. 4. The Board of Commissioners shall, at any time, during office hours of the Company, be entitled to enter the building and the premises of the Company or other places used or controlled by the Company and be entitled to inspect all records, letters, and other evidences, to inspect and reconcile the Company’s cash, the Company’s documents and assets and to know all actions taken by the Directors. 5. The Board of Commissioners shall have the right to demand an explanation from the Directors on all questions raised and members of the Directors shall provide explanations concerning all questions raised by the Board of Commissioners. 6. If all members of the Directors are temporarily discharged and the Company does not have any member of the Directors, then the Board of Commissioners shall be temporarily obligated to undertake the management of the Company. In that event, the Board of Commissioners shall have the right to grant temporary authorities to one or more members of the Board of Commissioners at the expense of the Board of Commissioners. 7. In the event that there is only one member of the Board of Commissioners, then all duties and authorities granted to the President Commissioner or members of the Board of Commissioners in this Articles of Association shall apply to himher. 8. At any time, the Board of Commissioners, pursuant to a resolution of the Board of Commissioners Meeting, shall have the right to temporarily discharge one or more members of the Directors from hisher her office by stating the reasons thereof, in the event that the concerned members of the Directors has have acted in contrary to this Articles of Association andor the prevailing laws and regulations. 9. Such temporarily discharge shall duly consider the provisions of Article 15 paragraph 11 of this Articles of Association. 10. Members of the Board of Commissioners are prohibited from holding any dual positions if such dual positions are prohibited by andor in contrary to the laws and regulations. 212 11. Provisions concerning the Board of Commissioners that are not yet set out by this Articles of Association shall refer to the OJK Regulations and the provisions of other prevailing laws and regulations. BOARD OF COMMISSIONERS MEETING Article 20 1. a. Meeting of the Board of Commissioners may be held at any time when deemed necessary upon request of one or more members of the Board of Commissioners or upon written request of one or more members of the Directors or upon written request of one or more shareholders, who jointly represents 110 one tenth of the Company’s total issued shares with valid voting rights. b. The Board of Commissioners shall hold a meeting at least one time in two months. 2. The Board of Commissioners Meeting referred to in paragraph 1 shall be held, deemed valid and entitled to adopt binding resolutions if more than 12 one-half of the total members of the Board of Commissioners are present or represented at the meeting. 3. The Board of Commissioners shall hold a joint meeting with the Directors on a periodical basis, at least one time in four months. 4. The attendance of the members of the Board of Commissioners in the meeting referred to in paragraph 1 and 3 shall be disclosed in the Company’s annual meeting. 5. The Board of Commissioners shall schedule the meeting referred to in paragraph 1.b and paragraph 3 for the following year prior to the end of the fiscal year. 6. With respect to the scheduled meetings referred to in paragraph 5, material of the meeting shall be provided to the participants by no later than five days prior to the meeting. 7. In the event of meetings held other than scheduled meetings referred to in paragraph 5, the material for the meeting shall be submitted to the meeting participants by no later than the meeting. 8. Invitation for the Meeting of the Board of Commissioners shall be made by the President Commissioner. In the event that the President Commissioner cannot attend or is unavailable for any reasons whatsoever, of which no evidence to third parties shall be required, then one member of the Board of Commissioners appointed by the President Commissioner shall have the right and shall be authorized to issue the invitation to the Board of Commissioners Meeting. 9. Invitations to the Board of Commissioners Meeting shall be sent in writing by any means, such invitations shall be sent to the members of the Board of Commissioners by no later than five calendar days prior to the Meeting or within a shorter period in an emergency, i.e. by no later than one calendar day prior to the Meeting, without taking into account the date of invitation and the date of the Meeting, whereas the state of emergency shall be determined by the President Commissioner. If all members of the Board of Commissioners are present in the Meeting, such invitation shall not be required. 10. Such invitation shall state the agenda, date, time, and venue of the meeting. 11. The Board of Commissioners Meeting shall be held at the Company’s choice of forum for dispute resolution or business activities or at the choice of forum for dispute resolution of the Stock 213 Exchange where the Company’s shares are listed, or in any other locations provided such location is within the jurisdiction of the Republic of Indonesia. 12. The Board of Commissioners Meeting shall be chaired by the President Commissioner, in the event that the President Commissioner is not present or unable to attend, of which no evidence to third parties shall be required, a member of the Board of Commissioners who are present and appointed in the said meeting may chair the Board of Commissioners Meeting. 13. In a Board of Commissioners Meeting, a member of the Board of Commissioners may be represented by other member of Board of Commissioners under a power of attorney. 14. a. Each member of the Board of Commissioners is entitled to cast one vote and one additional vote for every member of the Board of Commissioners that heshe represents. b. Each member of the Board of Commissioners who personally, in any way, either directly or indirectly, has an interest in a transaction, a contract or proposed contract, in which the Company becomes one of the parties shall state the nature of such interest in the Board of Commissioners meeting and shall not be entitled to participate in the voting on matters related to such transaction or contract, unless otherwise stipulated in the Board of Commissioners meeting. c. Voting concerning a person shall be conducted in folded unsigned ballot, while voting on other matters are conducted verbally, unless the Chairman of the Meeting determines otherwise without objection from the members present. 15. A resolution of a Board of Commissioners Meeting shall be adopted by way of amicable discussion. 16. In the event of failure to achieve a resolution by way of amicable discussion as referred to in paragraph 15, resolutions shall be adopted by majority votes, i.e. approved by more than 12 one half of the members of the Board of Commissioners present. 17. The meeting resolutions referred to in paragraph 1 shall be set out in a minutes of meeting, signed by all members of the Board of Commissioners present, and circulated to all members of the Board of Commissioners. 18. The meeting resolutions referred to in paragraph 3 shall be set out in a minutes of meeting, signed by all members of the Board of Commissioners and Directors present, and circulated to all members of the Board of Commissioners and Directors. 19. In the event that a member of the Directors andor member of the Board of Commissioners does not sign the meeting resolutions referred to in paragraph 17 and paragraph 18, the concerned member shall be obligated to state hisher reasons in writing in a separate letter attached to the minutes of meeting. 20. The minutes of meeting referred to in paragraph 17 and paragraph 18 must be documented by the Company. 21. Minutes of meeting prepared in accordance with the provisions of paragraph 17 and paragraph 18 shall serve as a legal evidence concerning the decisions made in the said Board of Commissioners Meeting, whether for the member of the Board of Commissioners or third parties. 214 22. The Board of Commissioners may also adopt valid resolutions without convening a Board of Commissioners Meeting, provided that all members of the Board of Commissioners have been informed of the proposals in writing and have given their written approvals by signing such proposals. A resolution so adopted shall have the same binding power as a resolution validly adopted in a Board of Commissioners meeting. WORK PLAN, FISCAL YEAR AND ANNUAL REPORT Article 21 1. The Directors shall prepare and execute an annual work plan. 2. The Directors shall submit a work plan to the Board of Commissioners for approval. 3. The approval on the annual report, including the ratification of the annual financial statements and the Board of Commissioners’ monitoring performance report, and the decision concerning the appropriation of profit shall be determined by the GMS 4. The work plan referred to in paragraph 1 shall be submitted prior to the beginning of the next fiscal year 5. The Company’s fiscal year commences from the 1st first day of January until the 31st thirty first day of December. At the end of the month of December of each year, the Company’s ledger shall be closed. 6. The Directors shall submit the Company’s financial statements to the Public Accountant appointed by the GMS to be audited and the Directors shall prepare the annual report with due considerations to the prevailing laws and regulations and make such annual report available at the Company’s office to be examined by the shareholders from the date of invitation to the Annual GMS. 7. Within a period of no longer than four months following the close of the Company’s ledger, the Directors shall prepare the annual report in accordance with the prevailing laws and regulations. 8. The annual report shall be signed by all members of the Directors and Board of Commissioners in office during the concerned fiscal year. In the event that any member of the Directors or Board of Commissioners does not sign the said annual report, the concerned member shall state hisher reasons thereof in writing, and such reasons shall be disclosed by the Directors in a separate letter attached to the annual report. In the event that the member of the Directors or Board of Commissioners refusing to sign the annual report fails to provide hisher reasons thereof, the concerned member shall be deemed to have approved the content of the annual report. 9. The Company shall announce the Statements of Financial Position and Statements of Comprehensive Income in the newspapers published in the Indonesian language with national circulation in accordance with the procedures set forth in Regulation Number X.K.2 concerning The Issuers’ or Public Companies’ Obligations to Submit Periodical Financial Statements. APPROPRIATION OF PROFIT AND DIVIDEND DISTRIBUTION Article 22 1. The Company’s net profit in a fiscal year as stated in the statement of financial position and statement of comprehensive income ratified by the Annual GMS, which constitutes a positive 215 balance of profit, may be distributed in accordance with the appropriation determined by the aforementioned GMS. 2. Dividends shall be paid in accordance with the capabilities of the Company’s financial condition based on a resolution adopted in the GMS, the said resolution shall also determine the time and manners of the dividend distribution. Dividends for a share shall be paid to the person whose name is registered as the owner of such share in the Shareholder Register, with due considerations to Article 9 of this Articles of Association, which shall be determined or authorized by the GMS in which the resolution to distribute such dividend is adopted, one and another shall be without prejudice to the provisions of the regulations of the Stock Exchange where such shares are listed. 3. In the event that the Annual GMS does not stipulate other appropriation, then, the net profit, net of statutory reserves required by the Law and the Articles of Association may be distributed as dividends. 4. In the event of a GMS resolution concerning the distribution of cash dividends, the Company shall be obligated to execute the payment of cash dividends to the eligible shareholders by no later than 30 thirty days subsequent to the announcement of minutes of meeting of the GMS adopting the resolution to distribute cash dividends. 5. In the event that the profit and loss calculation of a fiscal year results in a loss that cannot be covered by the reserve fund, such loss shall remain recorded in the profit and loss calculation and for the following years the Company shall be considered not to have generated profit for as long as the loss recorded in the profit and loss calculation has not been entirely covered, without prejudice to the prevailing laws and regulations. 6. Dividends which remain uncollected within a period of five years after the date determined for the payment of dividends has lapsed, will be entered into a special reserve. The GMS shall determine the procedure to withdraw the dividends that have been entered into such special reserve. The dividends that have been entered into the special reserve as mentioned above and uncollected within a period of 10 years will become the possession of the Company. 7. The regulations of the Stock Exchange where the Company’s shares are listed shall apply to the shares listed on the Stock Exchange. 8. Distribution of interim dividends shall be conducted based on the decisions of the Directors, with the approval of the Board of Commissioners, with due considerations to the Company’s profit projection and financial ability, and with due considerations to paragraph 6 of this Article. 9. If the Company experiences losses subsequent to the end of the fiscal year in which the interim dividend is distributed, the distributed interim dividend must be refunded by the shareholders to the Company. 10. The Board of Commissioners and Directors shall be jointly and severally responsible for the Company’s losses in the event that the Shareholders are unable to return the interim dividends referred to in paragraph 8 of this Article. 216 UTILIZATION OF RESERVES Article 23 1. The Company shall be obligated to retain a certain amount of its net profit in every fiscal year as a reserve, which shall be determined by the GMS with due considerations to the prevailing laws and regulations. 2. The obligation to retain certain amount of the net profit referred to above shall apply when the Company has a positive balance of profit. 3. The retaining of the net profit for reserve shall be conducted until the reserve has reached a minimum of 20.0 of the Company’s total issued and fully paid-in capital. 4. Reserve which has not reached the amount referred to in paragraph 3 of this article may only be utilized to cover the loss which cannot be covered by other reserves. 5. If the amount of the reserve has exceeded 20.0 of the total issued and fully paid-in capital, the GMS may decide that the excess amount may be utilized for the Company’s needs. AMENDMENT TO ARTICLES OF ASSOCIATION Article 24 1. Amendments to the Articles of Association shall be carried out with due considerations to the Companies Law andor the Capital Market Regulations. 2. Amendments to the Articles of Association shall be resolved by the GMS with due considerations to the provisions set forth in this Articles of Association. 3. Amendments to Articles of Association shall be made in Notarial Deed and in the Indonesian Language. 4. Amendments to the provisions of the Articles of Association concerning the changes in the Company’s name andor domicile; aims and objectives and business activities; the Company’s duration of establishment; the amount of Authorized Capital, the decrease of issued and fully paid- in capital andor changes of the Company’s status from private to Public company or vice versa, shall obtain the approval from the Minister of Law and Human Rights of the Republic of Indonesia andor its replacement thereof as referred to in the prevailing laws and regulations. 5. Amendments to the Articles of Association concerning matters other than those stated in paragraph 4 of this Article shall only require a notification to the Minister of Law and Human Rights of the Republic of Indonesia andor its replacement, with due considerations to the provisions of the Companies Law. 6. Provisions concerning the decrease of capital shall be made with due considerations to the prevailing laws and regulations, particularly the Capital Market regulations. 217 MERGER, AMALGAMATION, ACQUISITION AND SPIN-OFF Article 25 1. Merger, Amalgamation, Acquisition or Spin-off shall be determined by the GMS according to the provisions set forth in Article 14 of this Articles of Association. 2. Further provisions concerning Merger, Amalgamation, Acquisition, and Spin-Off shall be in accordance with the prevailing laws and regulations, particularly the Capital Market regulations. DISSOLUTION, LIQUIDATION AND TERMINATION OF STATUS AS A LEGAL ENTITY Article 26 1. Dissolution of the Company may be carried out pursuant to the resolutions of the GMS according to the provisions set forth in Article 14 of this Articles of Association. 2. Further provisions concerning Dissolution, Liquidation, and Termination of Status as a Legal Entity shall be in accordance with the prevailing laws and regulations, particularly the Capital Market regulations. DOMICILE Article 27 The shareholders shall, for the matters relating to the Company, be deemed of having choice of forum for dispute resolution at the addresses as recorded in the Shareholders Register with due consideration to the prevailing laws and regulations in the Capital Market as well as the prevailing regulations in the Stock Exchange where the Company’s shares are listed. CONCLUDING PROVISIONS Article 28 Any matters that are not yet or not sufficiently governed in this Articles of Association shall be determined by the GMS. 218 XVIII. TERMS OF SHARE SUBSCRIPTION

1. Share Subscription