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XIX. Articles of Association of the Issuer
Amendment on the articles of association of the Issuer is contained in the Deed of Statement of Approval of All Shareholders of PT Wintermar Offshore Marine No. 15 dated 16 September 2010 which was drawn up by Fathiah Helmi, SH., a Notary in Jakarta.
With the amendments as stated above, the final Articles of Association of the Issuer are as follows:
NAME AND DOMICILE Article 1
1.
This company is called PT WINTERMAR OFFSHORE MARINE Tbk hereinafter in these Articles of Association shall be sufficiently referred to as the “Company”, domiciled in Jakarta Barat .
2. The Company may establish branches or representative offices in other places both inside and outside the territory of the
Republic of Indonesia, as determined by the Board of Directors, with approval from the Board of Commissioners.
DURATION Article 2
This Company was established for an unlimited period and commenced as a limited liability company on 06-03-1996 sixth of March one thousand nine hundred ninety six.
PURPOSES AND OBJECTIVES AND BUSINESS ACTIVITIES Article 3
The purpose and objective of the Company is to engage in the business of Shipping . In order to achieve the purpose and objective referred to above, the Company may engage in the following business activities:
A. To engage in a primary business activity in domestic shipping sector, which includes the following business activities:
1. To engage in sea transportation business activities between ports in Indonesia, with fixed and defined route and or
unfixed and undefined route tramper using all types of vessels; 2.
To engage in business activities concerning shippingtransporting peoplepassengers, animals, or cargoes between sea ports, drilling rig offshore platforms, and other activities using various types of vessels, including sea
transportation activities for offshore; 3.
To engage in business activities concerning transporting oilgas goods using tankers; 4.
To engage in business activities concerning transportation of hazardous and toxic waste; 5.
To engage in business activities concerning vessels rental chartering using various types of vessels; 6.
To engage in business activities as owner’s representative of sea transportation shipping companies, whether permanent or non-permanent shipping, domestic or abroad;
7. To engage in business activities with tugboat shipping services
8. To engage in service business activities concerning rental of equipments related to shipping, including data
processing, equipment part list and related business activities; 9.
To engage in business activities concerning ship management, which include but not limited to maintenance, docking preparation, providing spare parts, supplies for crew, equipments and tools for crew
10. logistics, manning, insurance, and certification that verify that vessels are seaworthy;
11. To engage in supporting services for offshore activities.
B. Supporting activities supporting the primary business activities of the Company are as follows:
1. To conduct geophysical survey such as seismic survey and under water survey;
2. To conduct marine offshore construction such as development of platforms and offshore structures;
3. To conduct under water inspections and repairs such as pipe inspections or pipe repairs, and also pipe installment
using vessels; 4.
To engage in business activities as mediator sale-purchase andor rental of vessels ship broker; 5.
To engage in activities concerning vessel maintenance and repair; 6.
To engage in activities concerning ship manning agency, including but limited to, recruitment and placement of crews in accordance with classifications;
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CAPITAL Article 4
1.
The authorized capital of the Company shall be in the amount of Rp.1,000,000,000,000.00 one trillion Rupiah divided into 10.000.000.000 ten billion shares, with each share having a nominal value of Rp.100.00 one hundred Rupiah.
2.
2,650,000,000 two billion six hundred fifty million shares with a total nominal value amounting to Rp.265,000,000,000.00 two hundred sixty five billion Rupiah have been fully paid up by the shareholders, details of which are stated at the end of
this Deed, along with the nominal value of each share.
3.
100 one hundred percent of the nominal value of each share that has been subscribed and paid up, as stated above, or a total of Rp.265,000,000,000.00 two hundred sixty five billion Rupiah has been deposited by the shareholders and constitute
previous deposit, which are as follows: a.
amounting to Rp.258,346,000,000.00 two hundred fifty eight billion three hundred forty six million Rupiah in cash; b.
amounting to Rp.6,654,000,000.00 six billion six hundred fifty four million Rupiah constitute the Company’s debt to PT Dwiprimajaya Lestari converted into shares.
4.
Deposit on shares may be in the form of cash or otherwise. Deposit on shares in forms other than cash, whether tangible or intangible, should meet the following stipulations:
a
goods for capital deposit must be announced to the public at the time of convening of General Meeting of Shareholders concerning such deposit;
b
Goods for capital deposit must be assessed by Appraiser registered at BAPEPAM-LK and should not be used as guarantee in any manner whatsoever;
c
obtain the approval of the GMS with quorum as stipulated in Article 14 paragraph 1 of these Articles of Association.
d
In the event that the goods for capital deposit are in the form of shares of the Company that are registered at the Stock Exchange, therefore the price must be determined at fair market price; and
e
In the event that such deposit originates from retained earnings, shares agio, Company’s Net Income, andor element of the capital itself, therefore such retained earnings, shares agio, Company’s Net Income, andor element of the capital
itself must be stated in the last Annual Financial Statements, which shall have been audited by an Accountant registered at BAPEPAM-LK with Unqualified opinion.
f
The GMS approving Public Offering must decide the maximum number of shares to be issued to the public; and the granting of authority to the Board of Commissioners to state the realization of number of shares actually issued in the
event of such Public Offering.
5.
Shares still in portfolio are to be issued by the Company with the approval of the General Meeting of Shareholders hereinafter the General Meeting of Shareholders shall be referred to as GMS with particular requirements and price set forth
by the Board of Directors with the approval of the Board of Commissioners and the said price shall not be below the nominal value, the issuance of such shares shall comply with the stipulations in these Articles of Association and the statutory
regulations in Capital Market sector, and also the regulations of the Stock Exchange, wherein the shares of the Company are registered.
6.
Each increase in capital made by way of issuing Equity Securities Equity Securities are Shares, Securities that can be converted into shares or Securities containing the right to acquire shares from the Company as the issuer, shall be executed
in accordance with the following stipulations: a
Each increase in capital through the issuance of Equity Securities conducted by subscription shall be executed by providing Preemptive Right hereinafter to be referred to as HMETD to the shareholders whose names are recorded in
the registry of shareholders of the Company on the date stipulated by the GMS approving the issuance of Equity Shares in the amount equal to the number of shares recorded in the registry of shareholders of the Company on behalf of
respective shareholder on such date.
b Issuance of equity securities without providing the shareholders with HMETD may be performed in the event of issuance
of shares that are: 1.
Designated for employees of the Company; 2.
Designated for the holders of bonds or other securities that can be converted to shares, which were issued with the approval from the GMS;
3. Conducted in the event of reorganization andor restructuring approved by the GMS; andor
4. Conducted in accordance with the regulations in the Capital Market that allows increase in capital without
HMETD. c
HMETD must be able to be assigned or traded with a particular period of time as set forth in Regulation Number IX.D.1 concerning Preemptive Right.
d Equity securities to be issued by the Company and not subscribed by the holders of HMETD must be allocated to all
shareholders subscribing additional Equity securities, with stipulation that if the number of Equity Securities subscribed exceeds the number of Equity securities to be issued, therefore the said unsubscribed Equity securities must be
allocated in proportion with the number of HMETD exercised by each shareholder subscribing additional Equity securities.
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e In the event there are still Equity securities which have not been subscribed for by the shareholders as stated in letter d
of this paragraph, therefore in the event that there is stand-by purchaser, the said Equity securities must be allocated to a certain Party acting as stand-by purchaser with the same price and conditions.
f Implementation of issuance of shares in portfolio for Securities holders that can be converted to shares or Securities
containing the right to acquire shares, may be conducted by the board of directors based on the prior GMS of the Company approving the issuance of such Securities.
g Additional paid up capital is effective after deposit, and the shares issued have the rights that are the same as the
shares with the same classification as the ones issued by the Company, by not reducing the obligation of the Company to arrange the notification to the Minister of Laws and Human Rights.
7.
Increase in the Authorized Capital of the Company: a
Increase in the authorized capital of the Company can only be implemented based on the decision of the GMS. Amendment to the articles of association in the event of changes in authorized capital must be approved by the Minister
of Laws and Human Rights. b
Increase in authorized capital that causes the Issued and paid up capital to become less than 25 twenty five percent of the authorized capital may be implemented as long:
b.1. It has acquired the approval from the GMS to increase the authorized capital;
b.2. It has acquired approval from the Minister of Laws and Human Rights;
b.3. The increase in the Issued and paid up capital to become at least 25 twenty five percent of the authorized
capital is implemented within a period of maximum 6 six months after the approval from the Minister of Laws and Human Rights.
b.4. In the event the increase in the paid up capital as stated in Article 4 paragraph 7.b.3 of these Articles of
Association is not completely fulfilled, therefore the Company is required to amend its Articles of Association, thus the paid up capital meets the stipulation in Article 33 paragraph 1 and paragraph 2 UUPT, within a period of
2 two months after the period in Article 4 paragraph 7.b.3 of these Articles of Association is not met;
b.5. The approval from the GMS as stated in Article 4 paragraph 7 b.1 of these Articles of Association includes the
approval to amend the articles of association as stated in Article 4 paragraph 7.b.4 of these Articles of Association.
c Amendment of Articles of Association in the event of increasing the authorized capital is effective after capital deposit
that causes the paid up capital to become at least 25 twenty five percent of the authorized capital and with the same rights of the other shares issued by the Company, by not reducing the obligations of the Company to arrange the ap-
proval for the amendment of articles of association from the Minister of Laws and Human Rights on the implementation of increase in such paid up capital.
8.
The Company may buy back the shares it has issued, with due observance to the prevailing statutory regulations.
SHARES Article 5
1. All Shares issued by the Company shall be registered Shares, as registered in the Registry of Shareholders of the Company.
2. The Company recognizes only one 1 natural person or one 1 legal entity as the owner of one 1 Share;
3. Each 1 one share provides 1 one right to vote.
4. In the event a Share, for any reason, becomes owned by several persons, then those who own the Share together are
obliged to nominate one person, from among themselves, or another person, as their proxy, and only the name of their proxy shall be registered in the Registry of Shareholders and this proxy must be considered as valid owner of the concerned shares
and has the right to exercise all rights which are granted by law over such shares.
5. Every shareholder is required to comply with the Articles of Association and to all decisions taken legitimately in the GMS and
the prevailing statutory regulations. 6.
All shares issued by the Company may be pledged by complying with the statutory regulations concerning granting of shares pledge, statutory regulations in Capital Market, and UUPT.
7. Proof of Ownership of Shares is as follows:
a. In the event the Company’s Shares are not included in the Collective Depository at the Depository and Settlement Institution, therefore the Company is required to provide proof of ownership of shares in the form of shares certificates or
collective shares certificates to their shareholders. b. In the event the Company’s Shares are included in the Collective Depository at the Depository and Settlement
Institution, therefore the Company is required to issue shares certificates or written confirmation to the Depository and Settlement Institution as proof of registration in the registry of shareholders of the Company.
8. For shares of the Company registered at the Stock Exchange, statutory regulation in Capital Market and regulations of the
Stock Exchange, wherein such shares are listed, also apply.
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SHARES CERTIFICATES Article 6
1. The Company may issue a collective shares certificate which provides a proof of ownership of 2 two or more shares owned
by a shareholder. 2.
Shares certificate must contain at least the following: a.
Name and address of the shareholder;
b. Number or share certificate;
c. Nominal value of the share;
d. Date of issuance of the share certificate;
3. The collective share certificate must contain at least the following:
a. Name and address of the shareholder;
b. Number of collective share certificate;
c. Number of share certificate and total shares;
d. Nominal value of share;
e. Date of issuance of collective share certificate;
4. Each share certificate andor collective shares certificates andor conversion bonds andor warrants andor other securities
which can be converted into shares must be printed and affixed with sequential number and the date of issuance, and it also must contain the signatures of the Board of Directors together with a member of the Board of Commissioners appointed by
the Meeting of the Board of Commissioners, and the said signatures may be printed directly on the share certificate andor collective shares certificates andor conversion bonds andor warrants andor other securities which can be converted into
shares, by complying with the prevailing statutory regulations in Capital Market sector.
DUPLICATE SHARE CERTIFICATE Article 7
1. Damaged share certificate or collective shares certificates:
a. In the event that the share certificate is damaged, the replacement of such share certificate may be carried out if:
1 The party submitting a written request for replacing the share certificate is the owner of the said share
certificate; and 2
The Company has received the damaged share certificate; b.
The Company is obligated to destroy the original share certificate that is damaged after providing the replacement of share certificate with the same number as the original share certificate.
2. In the event that the share certificate is missing, the replacement of such share certificate may be carried out if:
a. The party submitting a written request for replacing the share certificate is the owner of the said share certificate;
b. The Company has acquired the reporting documentation from the Police of Republic of Indonesia concerning the
lost share certificate; c.
The Party submitting the request to replace the share certificate provides guarantee considered sufficient by the Board of Directors of the Company; and
d. The plan to issue the replacement of the missing share certificate has been announced in the Stock Exchange,
wherein the shares of the Company are registered within a period of at least 14 fourteen Calendar days prior to the issuance of the replacement share certificate.
3. The party submitting a written request for replacing the share certificate is the owner of the said share certificate.
4. The provisions in paragraphs 1, 2 and 3 of this article also apply to the issuance of replacement of collective shares
certificates or Equity Securities.
COLLECTIVE DEPOSITORY Article 8
1. Provision concerning Collective Depository must at least contain the following:
a. Shares in the Collective Depository at the Depository and Settlement Institution shall be registered in the Registry of Shareholders of the Company on behalf of the Depository and Settlement Institution for the interest of all account
holders at the Depository and Settlement Institution. b.
Shares in the Collective Depository at the Custodian Bank or Shares Company registered in the Securities account at the Depository and Settlement Institution are registered in the name of the Custodian Bank or Shares Company
intended for the interest of account holder at such Custodian Bank or Shares Company;
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c. If the shares in the Collective Depository at the Custodian Bank constitute parts of the Mutual Fund Shares Portfolio in
the forms of collective investment contract and not included in the Collective Depository at the Depository and Settlement Institution, therefore the Company shall register such shares in the book of Registry of Shareholders of the
Company on behalf of the Custodian Bank for the interest of the owner of Investment Unit from the Mutual Funds in the form of such collective investment contract;
d. The Company is required to issue shares certificates or written confirmation to the Depository and Settlement Institution
as contained in the above letter a or the Custodian Bank as contained in the above letter c as proof of registration in the Registry of Shareholders of the Company;
e. The Company is required to mutate the shares in the Collective Depository registered on behalf of the Depository and
Settlement Institution or the Custodian Bank for Mutual Funds in the form of collective investment contract in the Registry of Shareholders of the Company to be under the name of the party appointed by the said Depository and
Settlement Institution or Custodian Bank; Request for mutation shall be conveyed by the Depository and Settlement Institution or the Custodian Bank to the
Company or Shares Administration Bureau appointed by the Company;
f. The Depository and Settlement Institution, Custodian Bank, or Shares Company are required to issue a written
confirmation to the account holder as proof of registration in securities account;
g. In Collective Depository, shares of the same type and classification issued by the Company are equal and exchangeable
between one another;
h. The Company is required to refuse to register the shares in the Collective Depository if such shares certificates are
missing or destroyed, unless the Party requesting mutation is able to provide adequate proof andor guarantee that such Party is really the shareholder and that such shares certificates are really missing or destroyed;
i. The Company is required to refuse to register the shares to the Collective Depository if such shares are pledged, seized
based on court ruling or seized for the purpose of examination of a criminal case;
j. Securities account holder with Securities registered in the Collective Depository is entitled to attend andor cast votes in
the GMS, in accordance with the number of shares owned in such securities account.
k. The Custodian Bank and Shares Company are required to submit list of Securities accounts along with the total number
of shares of the Company owned by each shareholder in the Custodian Bank and Shares Company to the Depository and Settlement Institution to thereafter be submitted to the Company at the latest 1 one business day prior to the
notification for the GMS;
l. Investment Manager is entitled to attend and cast votes in the GMS on the Company’s shares included in the Collective Depository at the Custodian Bank, which constitute parts of the Mutual Fund Shares portfolio in the form of collective
investment contract and not included in the Collective Depository at the Depository and Settlement Institution with stipulation that such Custodian Bank is required to submit the name of such Investment Manager at the latest 1 one
business day prior to the GMS;
m. The Company is required to hand over dividend, bonus shares, or other rights in relation with ownership of shares to
the Depository and Settlement Institution for shares in the Collective Depository at the Depository and Settlement Institution, and further, the Depository and Settlement Institution shall handover the dividend, bonus shares and other
rights to the Custodian Bank and Shares Company for the interest of each account holder at the such Custodian Bank and Shares Company;
n. The Company is required to hand over divided, bonus shares, or other rights in relation with shares ownership to the
Custodian Bank for the shares in the Collective Depository at the Custodian Bank, which constitute parts of the Mutual Fund Shares portfolio in the form of collective investment contract and not included in the Collective Depository at the
Depository and Settlement Institution; and
o. The time limit for determining holder of Securities account entitled to acquire dividend, bonus shares, or other rights in
relation with ownership of shares in the Collective Depository determined by the General Meeting of Shareholders, with stipulation that the Custodian Bank and Shares Company are required to submit the list of holders of Securities account,
along with the number of shares of the Company owned by each Securities account holder to the Depository and Settlement Institution, at the latest on the date that is the base of determination of shareholders entitled to acquire
dividend, bonus shares, or other rights, to further be submitted to the Company at the latest 1 one business day after the date that is the base of determination of shareholders entitled to acquire dividend, bonus shares, or other rights.
2. Provisions concerning Collective Depository shall comply with the statutory regulations in Capital Market Sector and the
provisions of Stock Exchange within the jurisdiction of Republic of Indonesia, wherein the shares of the Company are registered.
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REGISTRY OF SHAREHOLDERS AND SPECIAL REGISTRY Article 9
1. The Board of Directors is obligated to establish, keep, and maintain the Registry of Shareholders and Special Registry in the
domicile of the Company. 2.
The Registry of Shareholders shall record: a.
Names and addresses of shareholders andor Depository and Settlement Institution or other parties appointed by the accounts holders at the Depository and Settlement Institution.;
b. Total, number, and date of acquirement of shares owned by shareholders;
c. Amount deposited on each share;
d. Names and addresses of people or legal entities having liens on shares or the right as receiver of shares fiduciary
pledge and the date of acquisition of such liens or the date of registration of such fiduciary pledge; e.
information on deposit for shares in forms other than cash; f.
other information considered necessary by the Board of Directors; 3.
The Special Registry shall record information concerning shares ownership of members of the Board of Directors and Board of Commissioners and their relatives within the Company andor other companies, and the date such shares acquired. The
Board of Directors is required to well keep and maintain the Registry of Shareholders and Special Registry. 4.
Shareholders, whose names are registered in the Registry of Shareholders or Special Registry of the Company, are required to notify each change in residence address by mail along with proof of receipt to the Board of Directors. As long such
notification has not been given, therefore all letters, notifications, and announcements to Shareholders are considered legitimate if addressed to the last known address of the Shareholders as recorded in the Registry of Shareholders.
5. The Board of Directors provides the Registry of Shareholders and Special Registry at the Company’s office. Each
shareholder or hisher legitimate representative may request for the Registry of Shareholders and Special Registry to be shown to himher during the Company’s working hours.
6. Legitimate shareholders of the Company are entitled to exercise all rights granted to a shareholder based on the prevailing
statutory regulations with due observance to the provisions in these articles of association. 7.
Registration of name of more than 1 one person for 1 one share or transfer of right from 1 one share to more than 1 one person is prohibited. With due observance to the provisions in Article 5 paragraph 4 of these Articles of Association,
the Company is entitled to treat the shareholders whose names are registered in the Registry of Shareholders of the Compa- ny as the only legitimate holders of the said shares.
8. Board of Directors of the Company may appoint and grant authority to the Securities Administration Bureau to carry out the
registration of shares in the Registry of Shareholders and Special Registry. Each registration or recording in the Registry of Shareholders including the recording of a sale, transfer, mortgage, lien, or fiduciary guarantee concerning shares of the
Company or rights or interests on shares must be carried out in accordance with these articles of association and statutory regulations in Capital Market sector.
TRANSFER OF RIGHTS OVER SHARES Article 10
1. a. Unless stipulated otherwise in the statutory regulations, particularly in the regulations in Capital Market sector and articles of association of the Company, the transfer of rights over shares shall be proven with a document signed by or on behalf of
the Party transferring the rights and by or on behalf of the Party receiving the transfer of the rights over the shares concerned. Documents for transfer of rights over shares must take the form stipulated or approved by the Board of
Directors.
b. Transfer of rights over shares included in the Collective Depository is done by transferring the shares from one Securities account to another Securities account in the Depository and Settlement Institution, Custodian Bank, and Shares Company.
Document for transfer of rights over shares must take the form stipulated andor acceptable by the Board of Directors, with stipulations that the document for transfer of rights over shares registered at the Stock Exchange must meet the prevailing
regulations in the Stock Exchange, wherein such shares are listed, by not reducing the prevailing statutory regulations and stipulations, wherein the Company’s shares are listed.
2. Transfer of rights over shares violating the provisions in these articles of association or not in accordance with the prevailing
statutory regulations or without the approval of the authorized party, if required, does not apply to the Company. 3.
The Board of Directors, on their own discretion and by providing reason for such, may refuse to register the transfer of rights over shares in the Registry of Shareholders if the provisions in these Articles of Association are not met.
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4. If the Board of Directors refuses to register the transfer of rights over shares, therefore the Board of Directors is required to
send a notification of refusal to the party transferring the rights, at the latest within 30 thirty calendar days after the date of request for such registration is received by the Board of Directors, with due observance to the prevailing statutory regulations
in Capital Market and regulations of the Stock Exchange, wherein such shares of the Company are registered.
5. In the event a change in the ownership of a share arises, the original owner registered in the Registry of Shareholders shall
remain be considered as the owner of the said share until the name of the new owner is registered in the Registry of Shareholders, with due observance to the prevailing statutory stipulations and provisions in Capital Market sector, and also
stipulations of the Stock Exchange, wherein the shares of the Company are registered.
6. Individuals receiving the rights of shares due to the decease of a shareholder or due to any other reason causing the
ownership of a share to change based on law, by submitting proof of right as required by the Board of Directors from time to time, may submit a written request to be registered as shareholders. Registration can only be done if the Board of Directors
well receives the proof of rights without reducing the stipulations in these Articles of Association.
7. The forms and procedures of transfer of rights over shares traded in the Capital Market are required to meet the statutory
regulations in Capital Market sector and provisions in the Stock Exchange, wherein the said shares are listed.
GENERAL MEETING OF SHAREHOLDERS Article 11
1. GMS is:
a. Annual GMS; b. Other GMS, which in the Articles of Association is also referred to as Extraordinary GMS, which may be convened
anytime based on necessity. 2.
The term GMS in these Articles of Association shall mean both, namely: annual GMS and extraordinary GMS, unless strictly determined otherwise.
3. GMS, in any other event, is not entitled to make decisions.
4. Annual GMS is held every year.
5. Annual GMS to approve Annual Report shall be convened at the latest in June after the closing of the concerned financial
year, and in such GMS the Board of Directors shall convey: a.
Annual Reports as contained in Article 21 paragraph 3 of these Articles of Association. b.
Proposal for the utilization of Company’s Profit, should the Company have positive balance of profit; c.
Proposal for the appointment of Public Accountant registered at BAPEPAM-LK. Other than the agenda as stated in letters a, b, and c of this paragraph, Annual GMS may discus other agenda, as long as
the said agenda is made possible based on the articles of association and statutory regulations. 6.
Approval of annual reports by the Annual GMS, which means granting full discharge and full release of liability to the members of the Board of Directors and Board of Commissioners as to the management and supervision of the Company
performed during the past financial year, insofar as such acts are reflected in the annual reports, except for acts of embezzlement, fraudulent and other criminal acts.
7. Proposals from the following parties may also be submitted in the GMS:
a. The Board of Commissioners andor one or more Shareholders, representing at least 110 one tenth of the total
shares issued by the Company with voting rights; b.
The concerned proposals must be already received by the Board of Directors at the latest 10 ten Calendar days before the date of convening of GMS.
PLACE, ANNOUNCEMENT, NOTIFICATION AND TIME OF CONVENING OF GENERAL MEETING OF SHAREHOLDERS
Article 12
1. GMS must be convened within the jurisdiction of Republic of Indonesia, which are:
a. at the domicile of the Company;;
b. at the place of primary business activities of the Company; or
c. at the domicile of the Stock Exchange, wherein the shares of the Company are registered.
2. Announcement of GMS shall be made at the latest 14 fourteen Calendar days prior to the notification of GMS, excluding
the date of announcement and date of notification.
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3. a. Notification of GMS shall be given at the latest 14 fourteen Calendar days prior to the GMS, excluding the date of
notification and date of GMS. b. Notification of the second GMS shall be given at the latest 7 seven Calendar days prior to the convening of the second
GMS, excluding the date of notification and date of GMS, and completed with information that the first GMS has been held but did not reach the quorum. This provision shall apply without reducing the regulations of the Capital Market and
other statutory regulations, and also the regulations of the Stock Exchange in Indonesia, wherein the shares of the Company are registered.
c. The notification for a GMS shall indicate the date, time, venue and agenda of the meeting, together with a notice that the material of the agenda for discussion at the meeting is available at the Company’s office in accordance with UUPT, unless it
is otherwise stipulated in the statutory regulations of the Capital Market sector. d. The second GMS shall be held at the soonest 10 ten Calendar days and at the latest 21 twenty one Calendar days
from the first GMS. 4.
Without reducing other provisions in these Articles of Association, Notification must be conducted by the Board of Directors or Board of Commissioners, in accordance with means set forth in these Articles of Association. Announcement and
Notification shall be done by way of advertisements in at least 1 one daily newspapers in Bahasa Indonesia with national circulation, as stipulated by the Board of Directors, unless it is otherwise stipulated in the prevailing statutory regulations,
including the Capital Market regulations.
5. Announcement and Notification of GMS, to make decisions concerning matters of conflict of interest, shall be done by
complying with the regulations of Capital Market. 6.
The GMS, as contained in Article 11 of the Articles of Association, may be convened upon the request of the following: a. 1 one or more shareholders, who together represent 110 one tenth or more of the total shares with voting rights; or
b. The Board of Commissioners;
CHAIRMAN AND MINUTES OF GENERAL MEETING OF SHAREHOLDERS Article 13
1. The GMS shall be chaired by a member of the Board of Commissioners appointed by the Board of Commissioners. In the
event all members of Board of Commissioners are not present or unavailable, therefore the GMS shall be chaired by one of the members of the Board of Directors appointed by the Board of Directors. In the event all members of the Board of
Directors are not present or unavailable, therefore the GMS shall be chaired by a shareholder present at the GMS, who is appointed by the participants of the GMS.
2. In the event the member of the Board of Commissioners appointed by the Board of Commissioners has conflict of interest
on the issues to be decided in the GSM, therefore the GSM shall be chaired by a member of the Board of Commissioners with no conflict of interest, appointed by the Board of Commissioners. If all members of the Board of Commissioners have
conflict of interest, therefore the GMS shall be chaired by one of the Directors appointed by the Board of Directors. In the event of the Directors appointed by the Board of Directors has conflict of interest on the issues to be decided in the GMS,
therefore the GMS shall be chaired by a member of the Board of Directors with no conflict of interest. If all members of the Board of Directors have conflict of interest, therefore the GMS shall be chaired by one of the independent shareholders
appointed by other shareholders present at the GMS.
3. The chairman of the GMS is entitled to ask those present to prove their authority to attend the said GMS.
4. A Minutes of Meeting shall be drawn up based on all of the discussions and resolutions at the GMS, ratification of which
shall be signed by the Chairman of the GMS and a shareholder or representative of a shareholder appointed by and from those present at the GMS. The said Minutes of Meeting shall become a legitimate proof towards all shareholders and third
parties concerning the resolutions of, and events occurring during, the GMS. 5.
The signing, as stated in paragraph 4 of this article is not required if the Minutes of Meeting is to be drawn up as a Notary Deed.
6. The Minutes of Meeting drawn up in accordance with the provisions in paragraphs 4 and 5 of this article shall be valid as
proof for all shareholders and third parties concerning the resolutions of, and event occurring during, the GMS.
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QUORUM, VOTING RIGHTS, AND RESOLUTIONS IN GENERAL MEETING OF SHAREHOLDERS
Article 14
1. As long as it is not otherwise regulated in these articles of association, the quorum of attendance and resolutions of GMS
on issues to be decided in GMS, including issuance of Equity Securities, shall be conducted by complying with the following provisions:
a. The GMS is attended by shareholders representing more than 12 one half of total shares with valid voting rights,
and the resolutions of the GMS are valid if approved by more than 12 one half of all shares with valid voting rights present at the GMS;
b. In the event the quorum as stated in the above letter a is not achieved, then the second GMS shall be valid and
entitled to adopt binding resolutions if attended by shareholders representing at least 13 one third of total shares with valid voting rights, and the resolutions of the GMS may be implemented if approved by more than 12 one
half of the total shares with valid voting rights present at the GMS, unless it is otherwise stipulated in these articles of association and the prevailing statutory regulations.
c. In the event the quorum of the second Meeting is not achieved, then upon request from the Company, the quorum
of attendance, the number of votes to make decisions, notifications, and the time the GMS shall be held shall be determined by the Head of BAPEPAM-LK.
2. GMS for amendment of articles of association of the Company, which needs approval from the Minister, shall be convened
by complying with the following provisions: a.
The GMS is attended by shareholders representing more than 23 two third of total shares with valid voting rights, and the resolutions of the GMS are valid if approved by more than 23 two third of all shares with valid
voting rights present at the GMS. b.
In the event the quorum as stated in the above letter a is not achieved, then the second GMS may adopt binding resolutions if attended by shareholders representing at least 35 three fifth of total shares with valid voting rights,
and the resolutions of the GMS are valid if approved by more than 12 one half of the total shares with valid voting rights present at the GMS.
c. In the event the quorum of the second Meeting is not achieved, then upon request from the Company, the quorum
of attendance, the number of votes to make decisions, notifications, and the time the GMS shall be held shall be determined by the Head of BAPEPAM-LK.
The said amendment to the Articles of Association shall be drawn up with a Notary Deed in Bahasa Indonesia. 3.
GMS to assign the assets of the Company or to pledge the assets of the Company for debts, which constitute over than 50 fifty percent of total net assets of the Company in one transaction or more, whether or not related between one
another, the merger, consolidation, take over, spin-off, proposal of request for the Company to be declared as insolvent, and dissolution, shall be convened by complying with the following provisions:
a.
The GMS is attended by shareholders representing more than 34 three fourth of total shares with valid voting rights, and the resolutions of the GMS are valid if approved by more than 34 three fourth of all shares with valid
voting rights present at the GMS. b.
In the event the quorum as stated in the above letter a is not achieved, then the second GMS may adopt binding resolutions if attended by shareholders representing at least 23 two third of total shares with valid voting rights,
and the resolutions of the GMS are valid if approved by more than 34 three fourth of the total shares with valid voting rights present at the GMS; and
c. In the event the quorum of the second Meeting is not achieved, then upon request from the Company, the quorum of
attendance, the number of votes to make decisions, notifications, and the time the GMS shall be held shall be determined by the Head of BAPEPAM-LK.
4. The GMS to approve transactions, in which there in conflict of interest, shall be convened by complying with the following
provisions: a Shareholders with conflict of interest shall be considered to have made the same decision as the one approved by
independent shareholders without conflict of interest; b The GMS is attended by independent shareholders representing more than 12 one half of total shares with valid
voting rights owned by independent shareholders and the resolutions are valid if approved by independent shareholders representing more than 12 one half of total shares with valid voting rights owned by independent
shareholders; c In the event that the quorum as stated in the above letter b is unachieved, then in the second GMS, the resolutions
are valid if attended by independent shareholders representing more than 12 one half of total shares with valid voting rights owned by independent shareholders and approved by more than 12 one half of total shares owned by
independent shareholders present at the GMS; and
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d In the event that the quorum as stated in paragraph 8.c of this Article is unachieved, at the request of the Company, the quorum, total votes to make decisions, notification, and time of convening of the meeting shall be determined by
the Head of BAPEPAM-LK. 5.
Shareholders entitled to attend the GMS are those whose names are registered in the Registry of Shareholders of the Company at least 1 one business day prior to the date of Notification of GMS, with due observance to the prevailing
statutory regulations and provisions of the Stock Exchange, wherein the shares of the Company are registered. 6.
A shareholder may be represented by another shareholder or a third party by virtue of a power of attorney with due observance to the prevailing statutory regulations.
7. In the GMS, each share grants its owner the right to cast 1 one vote.
8. Shareholders with voting rights, who are present at the GMS but do not cast votes abstain are viewed as casting the
same votes as the majority votes from the shareholders casting votes. 9.
In casting votes, members of the Board of Directors and Board of Commissioners, and employees of the Company are prohibited from acting as proxies of shareholders.
10. Casting of votes is to be conducted verbally, unless it is determined otherwise by the Chairperson of the Meeting.
11. All adopted resolutions shall be based on mutual consensus, and by complying with the provisions in these articles of
association. 12.
Shareholders may also adopt valid resolutions in lieu of a GMS, subject to the provision that all shareholders have been notified in writing and all shareholders approve the submitted proposal in writing and sign such approval. Resolutions adopted in such
manner shall possess equal force as resolutions validly adopted in a GMS
BOARD OF DIRECTORS Article 15
1. This Company shall be managed and led by a Board of Directors.
2. The Board of Directors shall consist of at least 2 two members, comprising of:
-1 one President Director; -1one Director or more, with due observance to the prevailing regulations in Capital Market sector.
3. Those eligible to be appointed as members of the Board of Directors are individuals competent in taking legal actions,
unless 5 years prior to their appointment: a.
They were declared as insolvent; b. they were members of Board of Directors or members of Board of Commissioners guilty of causing a Company be de-
clared as insolvent; or c. charged for conducting a felony which caused the state losses andor in relation with financial sector.
4. The requirements for members of the Board of Directors must comply with the following stipulations:
a. Law of Limited Liability; b. statutory regulations in Capital Market sector; and
c. statutory regulations related to the Company’s business activities. 5.
Fulfilling of the requirements as stated in this articles shall be proven with a letter kept by the Company. 6.
The appointment of members of the Board of Directors who do not meet the requirements as stated in paragraph 3 of this article shall be considered default since other members of Board of Directors or Board of Commissioners discovers that
such requirements are not met. At the latest within 7 seven Calendar days since the discovery, the other members of Board of Directors or Board of Commissioners must announce the cancellation of appointment of the concerned member
of Board of Directors in at least 1 one Newspapers and notify such to the Minister to be registered in the Corporate Registry.
7. Members of the Board of Directors are appointed and terminated by the GMS, and such appointment shall take effect
since the date determined at the GMS wherein heshe they is are appointed and shall end at the closing of the fifth Annual GMS since hisher their date of appointment, unless it is stipulated otherwise at the GMS.
8. Members of the Board of Directors, whose term of office expire, may be reappointed based on the resolutions of the GMS.
9. a. GMS may terminate members of Board of Directors any time without having to provide reasons.
b. The termination of members of Board of Directors as stated in this article shall be implemented if the concerned members of Board of Directors no longer meet the requirements as members of Board of Directors, such as, among
others, taking actions causing the Company losses or other reason considered adequate by the GMS. c. The decision to terminate such members of Board of Directors shall be made after the concerned is given the
opportunity to defend themselves at the GMS. d.
Such opportunity to defend themselves shall not be necessary in the event the concerned members do not object to the said termination.
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e. Termination of members of Board of Directors shall take effect since the closing of the GMS as stated in point a of this
paragraph or other date determined in the resolutions of GMS. 10.
a. A member of Board of Directors is entitled to resign from hisher position with a written notification concerning hisher intention to the Company.
b. The Company is obligated to convene a GMS to make decisions on the request for resignation of the said member of
Board of Directors within a period of a minimum 60 sixty Calendar days after the letter of resignation is received. c.
In the event the Company does not convene a GMS within the period stated in this paragraph, therefore with the expira- tion of such period of time, the resignation of the member of Board of Directors shall become valid without needing the
approval from the GMS, with due observance to point g of this Article 15. d.
Before the resignation take effect, the concerned member of Board of Directors shall remain be obligated to complete hisher duties and responsibilities in accordance with the prevailing Articles of Association and statutory regulations.
e. The member of Board of Directors resigning, as stated above, may still be asked for hisher accountability as member of
Board of Directors since the appointment of the concerned member until the date of approval of hisher resignation at the GMS.
f. The release of the member of Board of Directors from hisher liabilities shall be granted after the Annual GMS releases
himher. g.
In the event the resignation of the member of the Board of Directors causes the number of members of Board of Direc- tors to become less than 2 two persons, therefore such resignation shall be valid if determined by the GMS and a new
member of Board of Directors has been appointed, thus meeting the requirement of minimum number of members of Board of Directors.
11. a. Members of Board of Directors may be temporarily dismissed any time by Board of Commissioners by providing the reason.
b. Temporary dismissal as stated in letter a shall be notified in writing to the concerned member of Board of Directors. c. The temporarily dismissed member of Board of Directors shall not be authorized to carry out duties as stated in these
articles of association. d. A GMS must be held within a period of maximum 45 forty five Calendar days after the date of temporary dismissal.
e. At the GMS as stated in point d, the concerned member of Board of Directors shall be given the opportunity to defend himself if the said temporarily dismissed member of Board of Directors is present at the Meeting.
f. The GMS shall revoke or strengthen the said temporary dismissal decision. g. in the event the GMS strengthens the temporary dismissal decision, the concerned member of Board of Directors shall be
terminated permanently. h. If the temporarily dismissed member of Board of Directors is not present at the Meeting, therefore the said temporarily
terminated member of Board of Directors shall be considered as not exercising his right to defend himself at the Meeting, and therefore the said temporarily dismissed member of Board of Directors accepts the resolution of the GMS.
i. If within a period of 45 forty five calendar days after the date of temporary dismissal as stated in point d of this article
the GMS is not held, or if the GMS is unable to make a decision, therefore the temporary dismissal of the said member of Board of Directors is deemed as void.
12. GMS may: �
Appoint another person to fill the position of a member of Board of Directors, who is terminated; or �
Appoint another person to fill the position of a member of Board of Directors, who resigns; or �
Appoint someone as a member of Board of Directors to fill a vacancy; or �
Add the number of new members of Board of Directors. The term of office of someone appointed to replace a member of Board of Directors, who is terminated or resigns or to fill a
vacancy is the remaining office term of the Director terminated replaced and the term of office of the additional member of Board of Directors is the remaining office term of the Board of Directors still in office at such period, unless it is otherwise
determined at the GMS.
13.
The term of office of a member of the Board of Directors shall expire in itself, in the event of: a.
Heshe is declared as insolvent or put under guardianship based on court ruling; or b.
heshe no longer meets the requirements of the prevailing statutory regulations; or c.
hisher demise; or d.
dismissal pursuant to a GMS resolution. 14.
Salary, service fee, and other allowances if any of the members of the Board of Directors, shall be determined by the GMS, and such authority, by the GMS, may be delegated to the Board of Commissioners.
15. Should the position of a member of Board of Directors be vacant due to any reason whatsoever, which causes the number
of members of Board of Directors to become less than 2 two persons as stated in paragraph 2 of this article, therefore within a maximum of 60 sixty calendar days after the vacancy, a GMS must be convened to fill such vacancy, with due
observance to the prevailing statutory regulations in Capital Market sector.
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16. Should the position of President Director is vacant and during the period, in which the replacement has not been appointed
or assumed his position, therefore one of the Directors appointed by the Meeting of Board of Directors shall carry out the obligations of the President Director and shall have the same authority and responsibilities as those of the President
Director.
DUTIES AND AUTHORITIES OF BOARD OF DIRECTORS Article 16
1. The Board of Directors is fully responsible in carrying out its duties for the interest of the Company in achieving its purpos-
es and objectives. 2.
Each member of Board of Directors is obligated, with good faith and full responsible, shall carry out their duties, with due observance to the prevailing statutory regulations and the articles of association of the Company.
3. The Board of Directors shall be entitled to represent the Company before and outside the court of law in respect of all matters
and in all events, to bind the Company to other parties and other parties to the Company, as well as to undertake any action pertaining to either management or ownership, however with the limitations that:
a. The legal action of assigningreleasing immovable goods, total of which exceeds the limit that, from time to time, is
determined by the Meeting of Board of Commissioners, andor encumbering Company’s assets, which is not subject to the stipulation in Article 14 paragraph 3;
b.
to borrow or lend money, total of which exceeds the limit that, from time to time, is determined by the Meeting of Board of Commissioners, as long as such borrowing or lending of money does not need the approval from the GMS in
accordance with the regulations of Capital Market;
c.
to undertake a cooperation, to incorporate a new business, or participate in any other company both inside or outside the country, total of which exceeds the limit that, from time to time, is determined by the Meeting of Board of
Commissioners, as long as such borrowing or lending of money does not need the approval from the GMS in accordance with the regulations of Capital Market;
The Board of Directors must obtain the approval the Board of Commissioners, by not reducing the stipulation in the paragraph 4 hereunder and the prevailing statutory regulations.
4. The legal action to assign, release the rights or to encumber all or most of, value of which is amounting to more than 50
fifty percent if, the Company’s net assets in 1 one transaction or more, whether or not related between one another, the transaction stated is the transaction of assignment of Company’s net assets taking place during the period of 1 one financial
year, must obtain the approval from GMS, with terms and conditions as stated in Article 14 paragraph 4 of the articles of association of the Company.
5. The legal action to carry out Material Transaction, Affiliated Transaction, and Transaction of Certain Conflict of Interest as
stated in the statutory regulations in Capital Market sector, which needs approval from the Company GMS, shall comply with the requirements as regulated in the statutory regulation in Capital Market sector.
6. a. The President Director is entitled and authorized to take action for and on behalf of the Board of Directors, and l
egitimately represent the Company; b.
In the event the President Director is absent or unavailable due to any reason whatsoever, matter of which shall not need to be proven to third parties, therefore the other 2 two members of Board of Directors are entitled and authorized
to take action for and on behalf of the Board of Directors, and legitimately represent the Company. 7. Distribution of duties and authorizations to each member of Board of Directors is determined by GMS, in the event GMS does
not regulate such, therefore the distribution of duties and authorization of each member of Board of Directors shall be regulated based on the decision of Meeting of Board of Directors.
8. In the event the Company has interest that is in contrary with the personal interest of a member of Board of Directors,
therefore the Company shall be represented by the other members of Board of Directors, and in the event the Company has interest that is in contrary with the interest of all members of Board of Directors, therefore in such matter the Company shall
be represented by the Board of Commissioners, with due observance to the prevailing statutory regulations.
MEETING OF BOARD OF DIRECTORS Article 17
1. A Meeting of the Board of Directors may be convened at any time as may be deemed necessary by one or more members of
the Board of Directors or upon written request from one or more members of the Board of Commissioners or upon written re- quest from 1 one or more shareholders jointly representing 110 one-tenth of total shares issued by the Company with valid
voting rights.
2. Summons to a Meeting of the Board of Directors shall be made by a member of the Board of Directors authorized to represent
the Board of Directors pursuant to the provisions in Article 16 paragraph 6 of these articles of association. 3.
Summons to a Meeting of the Board of Directors shall be delivered by any means whatsoever in written form to each member
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of Board of Directors at the latest 3 three calendar days prior to the Meeting, excluding the date of the summons and Meeting.
4. Such summons to a meeting shall specify the agenda, date, time and venue of the meeting.
5. A meeting of the Board of Directors shall be convened at the place of domicile of the Company or the place of business of the
Company or at the place of domicile of the Stock Exchange, wherein the shares of the Company are registered, as long as it is within the jurisdiction of Republic of Indonesia.
In the event all members of the Board of Directors are present or represented, such prior summons shall not be required and the meeting of the Board of Directors may be convened at any venue within the jurisdiction of Republic of Indonesia and shall be
entitled to adopt valid and binding resolutions.
6. The President Director shall chair the Meeting of the Board of Directors.
7. In the event the President Director is absent or unavailable, the impediment of which need not be evidenced to any third party,
then the meeting of the Board of Directors shall be chaired by a member of the Board of Directors elected by and from the members of Board of Directors present at the meeting.
8. A member of the Board of Directors may be represented at a meeting of the Board of Directors only by another member of the
Board of Directors by virtue of a power of attorney. 9.
A Meeting of the Board of Directors shall be valid and entitled to adopt binding resolutions if more than ½ one-half of the mem- bers of the Board of Directors are present or represented at the Meeting.
Resolutions of the Meeting of the Board of Directors shall be adopted on the basis of mutual consensus. In the event such mutual consensus cannot be reached then the resolution shall be adopted by manner of vote casting based on affirmative votes
of more than ½ one-half of valid votes lawfully cast in the meeting.
10. In the event of a tie vote then such proposal shall be rejected.
11. a. Each member of the Board of Directors present shall be entitled to cast 1 one vote and 1 one additional vote for each other member of the Board of Directors heshe represents.
b. Each member of Board of Directors, who personally, with any means whatsoever, whether directly or indirectly, has
interest in a transaction, contract, or proposed contract, in which the Company is one of the parties, must state the na- ture of interest in a Meeting of Board of Directors and not entitled to participate in a vote casting concerning matters re-
lated to such transaction or contract, unless it is otherwise determined by the Meeting of Board of Directors.
12. Minutes of the Meeting of Board of Directors must be drawn up by someone present at the Meeting, who is appointed by
the Chairperson of the Meeting, and thereafter it must be signed by the Chairperson of the Meeting and by another member of Board of Directors present andor represented in the concerned Meeting. If the minutes is to be drawn up by a
Notary, therefore such signature is not required.
13. Minutes of the Meeting of Board of Directors drawn up in accordance with the provision in paragraph 12 of this article
constitutes a valid evidence concerning resolutions made in the Meeting of Board of Directors, whether for the members of Board of Directors or third parties.
14. The Board of Directors may also adopt valid resolutions without convening a Meeting of the Board of Directors, subject to
the provision that all members of the Board of Directors have been informed in writing and all members of the Board of Directors have given their approval regarding the submitted proposal in writing and signed such approval. Resolutions
adopted in such manner shall have the same force as resolutions lawfully adopted at a Meeting of Board of Directors.
BOARD OF COMMISSIONERS Article 18
1. Board of Commissioners shall consist of at least 2 two members, comprising of:
� 1 one President Commissioner;
� 1one member of Board of Commissioners or more; with due observance to the prevailing regulations in Capital
Market sector. 2.
Each member of Board of Commissioners may not act individually but based on the decisions of Board of Commissioners or based on the appointment from the Board of Commissioners.
3. Those eligible to be appointed as members of the Board of Commissioners are individuals competent in taking legal
actions, unless 5 years prior to their appointment: a.
They were declared as insolvent; b.
they were members of Board of Directors or members of Board of Commissioners guilty of causing a Company be declared as insolvent; or
c. charged for conducting a felony which caused the state losses andor in relation with financial sector.
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4. The requirements for members of the Board of Commissioners must comply with the following stipulations:
a. Law of Limited Liability;
b. statutory regulations in Capital Market sector; and
c. statutory regulations related to the Company’s business activities
5. Fulfilling of the requirements as stated in this articles shall be proven with a letter kept by the Company.
6. The appointment of members of the Board of Directors who do not meet the requirements as stated in paragraph 3 of this
article shall be considered default since other members of Board of Commissioners or Board of Directors discovers that such requirements are not met.
At the latest within 7 seven Calendar days since the discovery, the other members of Board of Directors or Board of Commissioners must announce the cancellation of appointment of the concerned member of Board of Directors in at least
1 one Newspapers and notify such to the Minister to be registered in the Corporate Registry.
7. Members of the Board of Commissioners are appointed and terminated by the GMS, and such appointment shall take
effect since the date determined at the GMS wherein heshe they is are appointed and shall end at the closing of the fifth Annual GMS since hisher their date of appointment, unless it is stipulated otherwise at the GMS.
8. Members of the Board of Commissioners, whose term of office expire, may be reappointed based on the resolutions of the
GMS. 9.
a. GMS may terminate members of Board of Commissioners any time without having to provide reasons. b. The termination of members of Board of Commissioners as stated in this article shall be implemented if the concerned
members of Board of Commissioners no longer meet the requirements as members of Board of Commissioners, such as, among others, taking actions causing the Company losses or other reason considered adequate by the GMS.
c. The decision to terminate such members of Board of Commissioners shall be made after the concerned is given the opportunity to defend themselves at the GMS.
d. Such opportunity to defend themselves shall not be necessary in the event the concerned members do not object to the said termination.
e. Termination of members of Board of Commissioners shall take effect since the closing of the GMS as stated in point a of this paragraph or other date determined in the resolutions of GMS.
9. a. A member of Board of Commissioners is entitled to resign from hisher position with a written notification concerning
hisher intention to the Company. b. The Company is obligated to convene a GMS to make decisions on the request for resignation of the said member of
Board of Commissioners within a period of a minimum 60 sixty Calendar days after the letter of resignation is received. c. In the event the Company does not convene a GMS within the period stated in this paragraph, therefore with the
expiration of such period of time, the resignation of the member of Board of Commissioners shall become valid without needing the approval from the GMS, with due observance to point g of this Article.
d.
Before the resignation take effect, the concerned member of Board of Commissioners shall remain be obligated to complete hisher duties and responsibilities in accordance with the prevailing Articles of Association and statutory
regulations. e. The member of Board of Commissioners resigning, as stated above, may still be asked for hisher accountability as
member of Board of Commissioners since the appointment of the concerned member until the date of approval of hisher resignation at the GMS.
f. The release of the member of Board of Commissioners from hisher liabilities shall be granted after the Annual GMS re- leases himher.
g. In the event the resignation of the member of the Board of Commissioners causes the number of members of Board of Commissioners to become less than 2 two persons, therefore such resignation shall be valid if determined by the GMS
and a new member of Board of Directors has been appointed, thus meeting the requirement of minimum number of members of Board of Directors.
10. The term of office of a member of the Board of Commissioners shall expire in itself, in the event that the member of the Board of
Commissioners: a.
Heshe is declared as insolvent or put under guardianship based on court ruling; or b.
Heshe is prohibited from taking office as a member of Board of Commissioners due to the provisions of a prevailing law or statutory regulation; or
c. hisher demise; or
d. dismissal pursuant to a GMS resolution.
11. Salary, service fee, and other allowances if any of the members of the Board of Commissioners, shall be determined by
the GMS.
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12. Should the position of a member of Board of Commissioners be vacant due to any reason whatsoever, which causes the
number of members of Board of Commissioners to become less than 2 two persons as stated in paragraph 2 of this article, therefore within a maximum of 60 sixty calendar days after the vacancy, a GMS must be convened to fill such
vacancy, with due observance to the prevailing statutory regulations in Capital Market sector.
13. Should the position of President Commissioner is vacant and during the period, in which the replacement has not been
appointed or assumed his position, therefore one of the members of Board of Commissioners appointed by the Meeting of Board of Commissioners shall carry out the obligations of the President Commissioners and shall have the same authority
and responsibilities as those of the President Commissioner.
DUTIES AND AUTHORITIES OF BOARD OF COMMISSIONERS Article 19
1. Board of Commissioners shall conduct supervision on management policies, the normal course of management, whether
concerning the Company or business of the Company, and provide suggestions for the Board of Directors. 2.
Board of Commissioners at anytime during working hours of the Company is entitled to enter the premises and yards or other venues used or controlled by the Company and entitled to examine all bookkeeping, letters, and other evidences,
examine and compare the condition of cash and others, and also to know every action taken by the Board of Directors. 3.
The Board of Directors and each member of Board of Directors are required to provide explanation on all matters asked by the Board of Commissioners.
4. Should all members of Board of Directors be temporarily discharged or should for any reason whatsoever the Company do
not have even one member of Board of Directors, therefore the Board of Commissioners is required to temporarily manage the Company. In such event, the Board of Commissioners shall be entitled to give temporary authorization to one
or more members of the Board of Commissioners on the account of the Board of Commissioners.
5. In the event there is only one member of Board of Commissioners, all duties and authorities granted to the President
Commissioner or members of Board of Commissioners in these articles of association shall apply to himher. 6.
At any time, the Board of Commissioners based on the resolutions of the Meeting of Board of Commissioners can temporarily discharge one or more members of the Board of Directors from hisher their positions should the said
members of Board of Directors take action in violation of the articles of association andor prevailing statutory regulations, and such termination should be done by providing the reason.
8. Such temporary discharge shall be done with due observance to Article 15 paragraph 11 of Articles of Association.
MEETING OF BOARD OF COMMISSIONERS Article 20
1. A Meeting of the Board of Commissioners may be convened at any time as may be deemed necessary by one or more mem-
bers of the Board of Commissioners or upon written request from Board of Directors or upon written request from 1 one or more shareholders jointly representing 110 one-tenth of total shares issued by the Company with valid voting rights.
2. Summons to a Meeting of the Board of Commissioners shall be made by the President Commissioner. In the event the
President Commissioner is unavailable for whatever reason, impediment of which need not be evidenced to a third party, therefore 1 one member of Board of Commissioners appointed by the Board of Commissioners shall be entitled and
authorized to carry out the Summons for Meeting of Board of Commissioners.
3. Summons to the Meeting of Board of Commissioners shall be delivered by any means whatsoever in written form,
Summons of which must be sent to members of the Board of Commissioners at the latest 3 three calendar days prior to the Meeting or in a more time-efficient manner due to urgency, which is at the latest 1 one calendar day prior to the
Meeting, excluding the date of Summons and date of the Meeting, wherein such urgency shall be determined by the President Commissioner. Should all members of the Board of Commissioners be present or represented in the Meeting of
the Board of Commissioners, the previous Summons is not required.
4. Such summons to a meeting shall specify the agenda, date, time and venue of the meeting.
5. A meeting of the Board of Commissioners shall be convened at the place of domicile of the Company or the place of business of
the Company or at the place of domicile of the Stock Exchange, wherein the shares of the Company are registered, as long as it is within the jurisdiction of Republic of Indonesia.
In the event all members of the Board of Commissioners are present or represented, such prior summons shall not be required and the meeting of the Board of Commissioners may be convened at any venue within the jurisdiction of Republic of Indonesia
and shall be entitled to adopt valid and binding resolutions.
6. The President Commissioner shall chair the Meeting of the Board of Commissioners, in the event the President Commissioner
is absent or unavailable, the impediment of which need not be evidenced to any third party, then the meeting of the Board of Commissioners shall be chaired by a member of the Board of Commissioners elected by and from the members of Board of
Commissioners present at the meeting.
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7. A member of the Board of Commissioners may be represented at a meeting of the Board of Commissioners only by another
member of the Board of Commissioners by virtue of a power of attorney. 8.
A Meeting of the Board of Commissioners shall be valid and entitled to adopt binding resolutions if more than ½ one-half of the members of the Board of Commissioners are present or represented at the Meeting.
9. Resolutions of the Meeting of the Board of Commissioners shall be adopted on the basis of mutual consensus. In the event such
mutual consensus cannot be reached then the resolution shall be adopted by manner of vote casting based on affirmative votes of more than ½ one-half of valid votes lawfully cast in the meeting.
10. In the event of a tie vote then such proposal shall be rejected.
11. a. Each member of the Board of Commissioners present shall be entitled to cast 1 one vote and 1 one additional vote
for each other member of the Board of Commissioners heshe represents. b. Each member of Board of Commissioners, who personally, with any means whatsoever, whether directly or indirectly,
has interest in a transaction, contract, or proposed contract, in which the Company is one of the parties, must state the nature of interest in a Meeting of Board of Commissioners and not entitled to participate in a vote casting concerning
matters related to such transaction or contract, unless it is otherwise determined by the Meeting of Board of Commissioners.
c. Voting concerning a person shall be made by unsigned folded ballots, voting concerning other matters shall be made verbally, except where the Chairperson of the Meeting determines otherwise without any objections from those
present. 12.
Minutes of the Meeting of Board of Commissioners must be drawn up by someone present at the Meeting, who is appointed by the Chairperson of the Meeting, and thereafter it must be signed by the Chairperson of the Meeting and by
another member of Board of Commissioners present andor represented in the concerned Meeting. If the minutes is to be drawn up by a Notary, therefore such signature is not required.
13. Minutes of the Meeting of Board of Commissioners drawn up in accordance with the provision in paragraph 12 of this
article constitutes a valid evidence concerning resolutions made in the Meeting of Board of Commissioners, whether for the members of Board of Commissioners or third parties.
14. Board of Commissioners may also adopt valid resolutions without convening a Meeting of the Board of Commissioners,
subject to the provision that all members of the Board of Commissioners have been informed in writing and all members of the Board of Commissioners have given their approval regarding the submitted proposal in writing and signed such
approval. Resolutions adopted in such manner shall have the same force as resolutions lawfully adopted at a Meeting of Board of Commissioners.
BUSINESS PLANS, FINANCIAL YEAR, AND ANNUAL REPORT Article 21
1. The Board of Directors is required to draw up and implement annual business plans.
2. The Board of Directors shall submit an annual business plan to the Board of Commissioners to acquire approval.
3. The approval for the annual report, including ratification of annual financial statements, as well as the report of supervision
duties of the Board of Commissioners, and decision of utilization of profit shall be made by the GMS. 4.
Business plans as referred to in paragraph 1 must be conveyed prior to the commencement of the next financial year. 5.
The financial year of the Company shall commence from 1
st
first January through the 31
st
thirty first December. At the end of December each year, the Company’s books shall be closed.
6. The Board of Directors shall submit the financial reports of the Company to the Public Accountant appointed by the GMS
to be audited and the Board of Directors shall compile an annual report with due observance to the prevailing statutory regulations and make it available at the offices of the Company to be reviewed by the shareholders, commencing on the
date of the Summons to the Annual GMS.
7. Within a period of maximum 4 four months after the Company’s books are closed, the Board of Directors shall compile
an annual report in accordance with the prevailing statutory stipulations. 8.
The annual report shall be signed by all members of Board of Directors and Board of Commissioners, in the event that a member of the Board of Directors andor Board of Commissioners does not sign the said annual report, and the reason
must be stated in writing, in the event that the member of the Board of Directors andor Board of Commissioners does not sign and does not provide the reason, therefore the concerned member shall be deemed to have approved the content of
the annual report.
9. The Company is required to announce the Balance Sheets and Statements of Income in the newspapers in Bahasa
Indonesia with national circulation, in accordance the procedures as regulated in Regulation Number X.K.2 concerning Obligation to Deliver Periodic Financial Statements.
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UTILIZATION OF PROFIT AND DISTRIBUTION OF DIVIDEND Article 22
1. The Company’s Net Income during a financial year as shown in the Balance Sheets and the Statements of Income, which
has been ratified by an Annual GMS, and constitutes positive retained earning balance, shall be appropriated in the manner determined by the GMS.
2. Dividends are paid in accordance with the financial capability of the Company, based on the decisions made at the GMS,
the time and manner of dividend payments must also be determined in such resolution. Dividend for a share must be paid to a party, whose name is registered in the Registry of Shareholders, with due
observance to Article 9 of these articles of association, which shall be determined by or on the authority of GMS, in which the decision to distribute Dividends is made, one or the other by not reducing the stipulations of the Stock Exchange,
wherein such shares are listed.
3. In the event that the Annual GMS does not determine other utilization, therefore Net Income after reduced by reserve
required by the Law and Articles of Association shall be distributed as dividends. 4.
In case the Statements of Income in 1 one financial year shows a loss which cannot be covered by the reserve fund, the loss shall remain recorded and shall be included in the Statements of Income in subsequent financial years, and the
Company shall be considered to have not gained any profit as long as the loss recorded and included in the Statements of Income has not been fully covered, by not reducing the prevailing statutory regulations.
5. Dividends which are not claimed within 5 five years from the day they are declared to be payable, shall be entered into
the reserve fund specifically designated for such purpose, the manner with which the dividends that have been entered into the said special reserve shall be claimed is regulated by GMS. Dividends which have been entered into the special
reserve as mentioned above and have not been claimed within a period of 10 ten years shall become the property of the Company.
6. Regulations of the Stock Exchange, wherein the Company’s shares are listed, apply to the shares listed there.
7. The Company may distribute interim dividends before the end of the Company’s financial year upon request by
Shareholders representing at least 110 one tenth of total of shares issued, with due observance to the estimated profit gained and financial capability of the Company.
8. Distribution of interim dividends shall be determined based on the resolutions of the Meeting of Board of Directors and after
acquiring approval from the Board of Commissioners, with due observance to paragraph 6 of this article. 9.
In the event that after the end of the financial year the Company evidently suffers from losses, the interim dividend distributed must be returned by the Shareholders to the Company.
10. The Board of Directors and Board of Commissioners are jointly responsible for the losses of the Company, in the event
that Shareholders are unable to return the interim dividend, as referred to in paragraph 9 of this article.
UTILIZATION OF RESERVE Article 23
1. The Company is required to put aside a certain amount of the Net Income from each financial year as reserve, which is
determined by the GMS, with due observance to the prevailing statutory regulations. 2.
The requirement to put aside for such reserve applies if the Company has positive balance of profit. 3.
The portion of retained Net Income designated for the reserve fund shall be implemented until reaching up to 20 twenty percent of total issued and paid up capital.
4. Reserve that has not reached the total amount as referred to in paragraph 3 of this article shall only be used to cover losses
that cannot be covered by other reserves. 5.
Should the reserve fund exceed the amount 20 twenty percent of the total issued and paid up capital, then a GMS may decide that the amount of the reserve fund exceeding the amount so-referred shall be used for Company’s needs.
AMENDMENTS OF ARTICLES OF ASSOCIATION Article 24
1. Amendments of Articles of Association must be done with due observance to the Law concerning Limited Liability Company
andor regulations of Capital Market. 2.
Amendments of Articles of Association shall be determined by GMS with due observance to the stipulations as contained in these articles of association.
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3. Changes in the stipulations of Articles of Association that concerns the change of name of the Company andor the place of
domicile of the Company; the purposes and objectives and also business activities; duration of the Company; the amount of authorized capital, reduction of capital issued and paid up andor change of status of Company from private to public or vice
versa, require the approval from the Minister as referred to in the prevailing statutory regulations.
4. Amendments of Articles of Association which concern matters other than those referred to in paragraph 3 of this article need
only to be notified to the Minister with due observance to the stipulations in the Law concerning Limited Liability Company. 5.
Stipulations on reduction of capital are with due observance to the prevailing statutory regulations, in particular the regulations of Capital Market.
MERGERS, CONSOLIDATIONS, ACQUISITIONS AND SPIN-OFFS Article 26
1. Mergers, Consolidations, Acquisitions and Spin-Offs are determined by GMS with stipulations as referred to in Article
14 paragraph 3 of these articles of association. 2.
Further stipulations on Mergers, Consolidations, Acquisitions, and Spin-Offs are as contained in the prevailing statutory regulations, particularly statutory regulations in Capital Market sector.
DISSOLUTION, LIQUIDATION AND THE EXPIRATION OF STATUS OF LEGAL ENTITY Article 27
1. Dissolution of the Company may be conducted based on decision of GMS with stipulations as contained in Article
14 paragraph 3 of these articles of association. 2.
Further stipulations on Dissolution, Liquidation, and the expiration of Status of Legal Entity are as contained in the prevailing statutory regulations, particularly statutory regulations in Capital Market sector.
RESIDENCE Article 28
For matters concerning the Company, shareholders are deemed to reside on addresses as registered in the Registry of Shareholders, with due observance to the prevailing statutory regulations and stipulations in Capital Market sector, and also
stipulations of the Stock Exchange, wherein the shares of the Company are listed.
CLOSING REGULATIONS Article 29
- All matters not provided for or inadequately covered in these Articles of Association shall be resolved in a GMS.
- Finally the appear informs me, the Notary, that:
The shareholders have paid in full as referred to in Article 4 paragraph 3 of the articles of association, in accordance with the Registry of Shareholders of the Company dated 25-08-2010 twenty-fifth of August two thousand and ten amounting to
2,650,000,000 two billion six hundred fifty million shares with total nominal value of Rp.265,000,000,000.00 two hundred sixty five billion Rupiah, namely by the shareholders with following details:
a.
PT WINTERMARJAYA LESTARI, amounting to 1,286,200,000 one billion two hundred eighty six million two hundred thousand shares with total nominal value of Rp.128,620,000,000.00 one hundred twenty eight billion six hundred twenty
million Rupiah; b.
PT DWIPRIMAJAYA LESTARI, amounting to 985,800,000 nine hundred eighty five million eight hundred thousand shares with total nominal value of Rp.98,580,000,000.00 ninety eight billion five hundred eighty million Rupiah;
c. PT RAMANDA DAMINATHAN, amounting to 308,000,000 three hundred eight million shares with total nominal value of
Rp.30,800,000,000.00 thirty billion eight hundred million Rupiah; d.
SUGIMAN LAYANTO, amounting to 35,000,000 thirty five million shares with total nominal value of Rp.3,500,000,000.00 three billion five hundred million Rupiah;
e. NELY LAYANTO, amounting to 35,000,000 thirty five million shares with total nominal value of Rp.3,500,000,000.00 three
billion five hundred million Rupiah;
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XX. Information on Shares Offer and Issuance of Series I
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