Authority of the GMOS

1 C HA P T E R I IN T R O D U C T IO N C HA P T E R I I T H E PR IN C IPL ES O F G O O D C O R PO R A T E G O VER N A N C E C HA P T E R I I I T H E C O MP A N Y O R G A N S C HA P T E R I V T H E C O MP A N Y’ S PR IN C IP A L PO L IC Y C HA P T E R V I MA N A G EMEN T O F R EL A T IO N - SH IP W IT H ST A K EH O L D ER S C HA P T E R V I I IMPL EMEN T A T IO N O F G U ID EL IN ES C HA P T E R V I I I C L O SI N G C HA P T E R V MA N A G EMEN T O F SU B SI D IA R IES 27 27 1 Perform capital investment and release of capital investment in other business entities. 2 Establish a subsidiary. 3 Establish license cooperation and agreements, management agreements, and other similar agreements with other business entities or parties with a value or a time period exceeding GMOS determinations. 4 Do not re-collect written-off receivables. 5 Bind the Company as guarantor borg or avalist.

13. Accountability of the Shareholders

Accountability of the shareholder is a framework, systems and procedures that belong to shareholders that can be described as follows: a. Shareholders implement GCG in accordance with their authority and responsibilities. 52 b. Shareholders must comply with the Articles of Association and all decisions taken legitimately in the GMOS as well as prevailing legislation. c. The shareholders are not allowed to interfere the Company’s operational activities that are the responsibility of the Board of Director in accordance with the Company Articles of Association and the prevailing legislations. d. The shareholders have the responsibility to encourage the implementation of GCG principles in the management process of the Company. e. Shareholders are responsible for maintaining business continuity of the Company and the achievement of the Company objectives.

C. THE BOARD OF COMMISSIONERS

Is the Company’s Organ that is in charge of and responsible collegially to conduct general and specific surveillance to provide advices to the Board of Director in running and managing the Company and to ensure that the Company implements GCG. 52 Regulation of the Minister of SOE No. PER-09MBU2012 Article 11 1 28 28

1. Qualifications of the Board of Commissioners

a. Indonesia citizen, who is able to perform legal actions. b. Individual person who is qualified to perform legal actions, except within 5 five years before his appointment ever: 53 1 was declared bankrupt 2 became a member of the Board of Directors or a member of the Board of Commissioners who was convicted of causing a company or public company was declared bankrupt; or 3 was convicted of committing a crime that caused financial andor other harm related to the financial sector. c. In addition to the requirements as mentioned in point b, must also meet other requirements defined by the related technical agencies based on the prevailing legislation 54

2. Composition of the Board of Commissioner

a. The Board of Commissioners consists of 1 one or more members. 55 In the event of the Board of Commissioner consists of more than 1 one Member, then one member of the Board of Commissioner is appointed as the President Commissioner. 56 b. The composition of the Board of Commissioners must be determined in such a way to enable effective, precise and fast decision making, and can act independently. 57 c. At least 20 twenty per cent of the composition is member of the independent Commissioners, which is determined in his appointment decree. 58

3. Terms of Office of the Board of Commissioner

a. The terms of office of the members of the Board of Commissioner is determined as 5 five years and may be reappointed for 1 one term. 59 b. Member of the Board of Commissioners can be dismissed any time based on the decision of the GMOS by mentioning the reason. 60 53 Article of Association of PT SUCOFINDO PERSERO Article 14 Paragraph 4 54 Article of Association of PT SUCOFINDO PERSERO Article 10 Paragraph 3 55 Article of Association of PT SUCOFINDO PERSERO Article 14 Paragraph 1 56 Article of Association of PT SUCOFINDO PERSERO Article 14 Paragraph 3 57 Law No.19 Year 2003 Article 28 Paragraph 3 58 Law No.19 Year 2003 Article 28 Paragraph 3 59 Article of Association of PT SUCOFINDO PERSERO Article 14 Paragraph 12, Law No. 19 Year 2003 Article 28 Paragraph 4 60 Article of Association of PT SUCOFINDO PERSERO Article 14 Paragraph 13, Law No.19 Year 2003 Article 29