WINS Articles of Association
ARTICLES OF ASSOCIATION
PT WINTERMAR OFFSHORE MARINE Tbk
1.
2.
NAME AND DOMICILE
Article 1
The name of this Limited Liability Company is PT Wintermar Offshore Marine Tbk., having its domicile
and head office in West Jakarta City.
Company may open its branch or representative offices in other places within or outside the territory of the
Republic of Indonesia as the Board of Directors determines upon approval of the Board of Commissioners.
DURATION OF COMPANY
Article 2
Company was established for an indefinite period of time and commenced as a limited liability company on 06-031996 (the sixth day of March one thousand nine hundred ninety-six).
1.
2.
PURPOSES, OBJECTIVES AND BUSINESS ACTIVITIES
Article 3
Purposes and objectives of the Company are to engage in shipping business.
To achieve its purposes and objectives above-mentioned, Company may operate the following business
activities:
A.
Operating its main business lines, i.e. domestic shipping business consisting of the following
business activities:
a.
Operating permanent and regular and/or temporary and irregular (tramper) domestic
inter-ports shipping business using all types of ship.
b.
Operating shipping services of passenger, animals, and goods between ports in
Indonesia, offshore drilling rig/platform, and other business activities using various types
of ship including sea transportation for offshore;
c.
Operating oil and gas freight forwarding services using tanker;
d.
Operating B3 (Hazardous and toxic waste) transportation services;
e.
Operating chartering services using various types of ship;
f.
Acting as owner's representative of shipping companies, either permanent or temporary,
for domestic and overseas shipping services;
g.
Operating towing services;
h.
Operating service business relevant to equipment rentals of shipping, including data
processing, equipment part list and other related businesses;
i.
Operating ship management service business, including, but not limited to, maintenance,
docking preparation, spare part supply, ship crew training, ship crew equipment and tools,
logistic, manning, insurance, and certification;
j.
Operating supporting service business of offshore activities.
B.
Secondary businesses to support the main business of the Company, they are:
a.
Operating geophysical survey services business, including seismic survey and subsurface survey
b.
c.
d.
e.
f.
1.
2.
3.
4.
Operating marine offshore construction services, such as: platform and offshore structure
constructions
Operating sub-water inspection and reparation services, such as: pipe inspection or pipe
reparation as well as pipe installation using ship;
Operating business as ship broker;
Operating ship maintenance and repair agency services;
Operating ship manning agency business including recruitment and assignment of ship
crew in accordance with classification;
CAPITAL
Article 4
Authorized capital of the Company is Rp. 1,422,000,000,000.- (one trillion four hundred twenty two billion
Rupiah) divided into 14,220,000,000.- (fourteen billion two hundred twenty million) shares, each has a
nominal value of Rp.100.- (one hundred Rupiah);
Out of such Authorized Capital, a total 4,031,966,965 (four billion thirty one million nine hundred sixty six
thousand nine hundred sixty five) shares or having a total nominal value of Rp. 403,196,696,500.- (four
hundred three billion one hundred ninety six million six hundred ninety six thousand five hundred Rupiah)
have been subscribed and fully paid in cash by the subscribing shareholders as detailed at the end of this
deed;
100% (one hundred percent) of the authorized capital above-mentioned, amounting to
Rp. 403,196,696,500.- (four hundred three billion one hundred ninety six million six hundred ninety six
thousand five hundred Rupiah) have been fully paid by each of shareholders with the following payment
details:
a.
Rp. 399,728,907,700.- (three hundred ninety nine billion seven hundred twenty eight million nine
hundred seven thousand seven hundred Rupiah) being the original payment as stated in the deed
Number: 41, dated 24-07-2014 (the twenty fourth day of July two thousand fourteen) drawn up
before me, Notary and was approved by the Minister of Law and Human Rights of the Republic of
Indonesia under his Decree number: AHU-04775.40.21.2014, dated 24-07-2014 (the twenty fourth
day of July two thousand fourteen),
b.
Rp 3,467,788,800, (three billion four hundred sixty seven million seven hundred eighty eight
thousand eight hundred Rupiah) was paid in cash constituting the exercise result of Share Dividend
Distribution and MESOP I Option.
The payment of shares may be made in the form of cash or other form of payment, whether by tangible or
intangible assets which shall fulfill the following conditions:
a)
the assets to be used for the payment of shares shall be announced to the public at the time of the
invitation to convene a General Meeting of Shareholders (“GMS”) regarding the payment of such
assets;
b)
the assets to be used for the payment of shares shall be appraised by an Appraisal registered at
the Financial Services Authority (formerly Capital Market and Financial Institution Supervisory
Board (Bapepam and LK) and not encumbered by any form of securities;
c)
it has obtained GMS approval with the quorum as stipulated in Article 14 paragraph 2 point (1) of
these Articles of Association;
d)
in the event that the assets to be used for the payment of shares are in the form of shares of
companies that are listed in the Stock Exchange, then the price shall be determined based on the
fair market value; and
e)
in the event that such payment is derived from the Company’s retained earning, share agio, net
profit, and/or self-owned capital, then such retained earning, share agio, net profit, and/or selfowned capital has been stated in the last Annual Financial Statement audited by an Auditor
registered at OJK with an unqualified opinion.
f)
5.
6.
7.
In the GMS approving Public Offering, the maximum amount of shares to be issued shall be
determined, and such GMS shall delegate the authority to the Board of Commissioners to declare
the real amount of shares issued in the limited public offering.
Shares which are still in portfolio shall be issued by Company with a prior approval of GMS under terms and
at prices set by Board of Directors with a prior approval of Board of Commissioners, provided that such
prices are not be lower than the nominal value, and the issuance of such shares shall be without prejudice
to the provisions of these Articles of Association, prevailing laws and regulations on Capital Market, and
rules of Stock Exchange at which the Company’s shares are listed.
Every increase in the Company’s capital by issuing Equity Securities (Equity Securities are shares,
securities which are exchangeable with shares or securities with rights to obtain the shares from the
Company as the issuer) shall be done with the following conditions:
a)
Every increase in Company’s capital through the issuance of Equity Securities by way of
subscription, the same shall be done by granting Pre-emptive Rights (PER) to the shareholders
whose names are registered in the Company’s Register of Shareholders on the date determined
by the GMS approving such Equity Securities issuance on the amount in proportion with the
amount of shares registered in the Company’s Register of Shareholders in the name of each
shareholder on such date.
b)
The issuance of Equity Securities granting with Non Pre-Emptive Rights (Non-PER) to the
shareholders can be done in the event that such issuance is:
1)
made for the employees of the Company;
2)
made for the holders of bond or other convertible securities which have been issued under
the approval from the GMS;
3)
made for the purpose of reorganization and/or restructuring of the Company, which has
been approved by the GMS; and/or;
4)
performed in accordance with the Capital Market regulations which allow the increase of
capital with Non-PER.
c)
PER shall be transferable and tradable, with due observance to the provisions of Bapepam – LK’s
Regulation IX.D.1 and any amendment/replacement thereof regarding Pre-emptive Rights.
d)
The Equity Securities to be issued by the Company and are not subscribed by the holders of PER
shall be allocated to the other shareholders who subscribed for additional Equity Securities,
provided that, if the amount of the subscribed Equity Securities are higher than the Equity
Securities to be issued, then the Equity Security which are not subscribed shall be allocated in
proportion with the amount of PER exercised by each shareholder who have subscribed for
additional Equity Securities.
e)
In the event that there are still remaining unsubscribed Equity Securities as mentioned in point d
above, then if there is any standby buyer, the remaining Equity Securities shall be allocated to other
party acting as standby buyer under the same price and terms.
f)
The issuance of portfolio shares for the holders of securities exchangeable with shares or securities
with the rights to obtain shares, can be performed by the Board of Directors pursuant to the
previous GMS of the Company which has approved such issuance.
g)
The increase of paid-up capital shall be effective following the payment, and the shares issued shall
have the same rights with other shares issued by the Company with the same classifications,
without prejudice to the obligations of the Company to administer the notification to the Minister of
Law and Human Rights and/or replacement thereof.
The increase in the authorized capital of the Company;
a)
The increase in the authorized capital of the Company may only be conducted under the approval
from the GMS. The amendment to the Company’s Articles of Association in the framework of the
increase in the Authorized Capital shall be subject to approval of the Minister of Law and Human
Rights of the Republic of Indonesia and/or replacement thereof.
b)
The increase in the authorized capital which causes the issued and paid-up capital to become less
than 25% (twenty five percent) of the authorized capital may be conducted under the following
terms:
b.1.
b.2.
b.3.
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1.
2.
the Company’s GMS has approved the increase of authorized capital;
the approval of the Minister of Law and Human Rights has been obtained;
the increase of issued and paid up capital to be at least 25% (twenty five percent) of the
authorized capital shall be conducted within a period no later than 6 (six) months after the
approval from the Minister of Law and Human Rights and/or replacement thereof;
b.4.
in the event that the increase of paid-up capital as referred to in paragraph 7.b.3 of Article 4
herein is not fully fulfilled, Company shall re-amend its articles of association, so that the
authorized and paid-up capital of the Company meet the provisions of Article 33
paragraphs (1) and (2) of the Limited Liability Companies Law No. 40/2007 and any
amendment/replacement thereof (hereinafter referred to as the “Company Law”) within the
period of 2 (two) months after the period of time as referred to in paragraph 7.b.3 of Article
4 is not fulfilled.
c.
Amendment to the Company’s articles of association in relation to the increase in authorized capital
shall become effective following to the payment of such capital which causes the amount of paid-up
capital to become at least 25% (twenty five percent) of the authorized capital and have the same
rights with other shares issued by the Company, without prejudice to the Company’s obligation to
process the approval for the amendments to the articles of association to the Minister of Law and
Human Rights for the increase of paid-up capital.
The Company may re-purchase the issued and fully paid shares with due observance to the prevailing laws
and regulations, particularly the Capital Market regulations.
SHARES
Article 5
All the shares of the Company shall be registered shares as registered in the Shareholders Register.
Company shall only acknowledge 1 (one) person or 1 (one) legal entity as owner of 1 (one) share.
Each share shall give its owner 1 (one) vote right.
If a share, for any reason whatsoever becomes the property of more than one person, then those collective
owners shall be obliged to appoint one from amongst them as their collective representative in the Register
of shareholders who will be entitled to exercise the rights given by law in respect of the said shares.
Each shareholder is subject to these Articles of Association, all resolutions validly adopted in GMS and the
prevailing laws and regulations.
All shares issued by Company may be pledged subject to the prevailing laws and regulations on pledge of
shares, laws and regulations on Capital Market and Company Act.
Evidences of Ownership of Share are as follows:
a.
In the event that the Company’s shares are not included in Collective Custody in the Depository
and Settlement Institution, then the Company shall give evidence of share ownership in the form of
share certificate or share collective certificate to the relevant shareholders.
b.
In the event that the Company’s shares are included in Collective Deposit in the Depository and
Settlement Institution, then the Company shall issue certificate or written confirmation to the
Depository and Settlement Institution as evidence of registration in the Company’s Register of
Shareholders.
Company’s shares listed at the Stock Exchange shall be subject to laws and regulations on Capital Market
and Stock Exchange regulation where such shares are listed.
CERTIFICATE OF SHARE
Article 6
The Company may issue collective share certificates as an evidence of ownership of 2 (two) or more owned
by a shareholder.
The share certificate shall indicate at least the following items:
a.
name and address of shareholder;
3.
4.
1.
2.
3.
4.
1.
b.
share certificate number;
c.
share nominal value;
d.
date of issuance of share certificate.
The collective share certificate shall indicate the following items:
a.
Name and Address of shareholder;
b.
collective share certificate number;
c.
number of shares and serial number of the relevant shares;
d.
share nominal value;
e.
date of issuance of share certificate.
A share certificate/collective certificate and/or convertible bond and/or warrant and/or other securities which
are convertible into stock must be printed, indicate serial number, indicate date of issuance and signature of
Managing Director and a member of Board of Commissioners appointed by Meeting of Board of
Commissioners and, such signature shall be directly printed on the share certificate and/or other securities
convertible into share with due observance to the prevailing laws and regulations on Capital Market.
REPLACEMENT OF SHARE CERTIFICATES
Article 7
Damaged share certificate and collective share certificate:
a.
If a share certificate is damaged, the replacement of such damaged share certificate shall be
issued provided that:
1)
the person who requesting the replacement of share certificate is the lawful owner of the
share certificate;
2)
the Company has received the damaged share certificate.
b.
Once the replacement of the original share certificate with same serial number was issued, the
original of the damaged share certificate shall be destroyed by Company.
In the event a share certificate is lost, the replacement of such share certificate can be performed, provided
that:
a.
the party requesting the replacement of share certificate is the lawful owner of such share
certificate;
b.
the Company has obtained reporting documents from the Police on the lost of such share
certificate;
c.
the party requesting the replacement of share certificate gives a collateral deemed sufficient by the
Board of Directors of the Company; and
d.
the plan to issue a replacement of lost share certificate has been announced in the Stock Exchange
where the Company’s shares are listed within the period of at least 14 (fourteen) days prior to the
issuance of the share certificate.
All costs incurred for the replacement of the share certificate shall be borne by the shareholder concerned.
The terms as listed in paragraphs 1, 2 and 3 herein shall apply mutatis-mutandis to the issuance of the
replacement of collective share certificate or Equity Securities.
COLLECTIVE CUSTODY
Article 8
Rules of Collective Custody shall contain at least the following items:
a.
Shares held in the Collective Custody at the Depository and Settlement Institution shall be recorded
in the Register of Shareholders on behalf of the Depository and Settlement Institution for the
interest of all account holders of the Depository and Settlement Institution.
b.
Shares held in the Collective Custody at the Custodian Bank or the Securities Company which are
recorded in the securities account at the Depository and Settlement Institution on behalf of such
Custodian Bank or the Securities Company for the interest of all the account holders at such
Custodian Bank or the Securities Company.
c.
d.
e.
f.
g.
h.
i.
j.
k.
l.
m.
n.
If the shares in the Collective Custody at the Custodian Bank are a part of the Mutual Fund
Securities portfolio in the form of collective investment contract and not included in the Collective
Custody with the Depository and Settlement Institution, the Company shall then record the shares
in the Register of Shareholders on behalf of the Custodian Bank for the interest of the owner of the
Participation Unit of the Mutual Fund in the form of such collective investment contract.
The Company shall issue certificate or confirmation to the Depository and Settlement Institution as
referred in paragraph a of this Article or to the Custodian Bank as referred to paragraph c of this
Article as a proof of recordation in the Company's Register of Shareholders.
The Company shall be obligated to transfer the shares in the Collective Custody registered under
the name of the Depository and Settlement Institution or the Custodian Bank for the Mutual Fund in
the form of the collective investment contract in the Register of Shareholders so as it will be
recorded in the name of the party designated by such Depository and Settlement or the Custodian
Bank. The transfer application shall be submitted by the Depository and Settlement Institution or
the Custodian Bank to the Company or the Securities Administration Bureau appointed by the
Company.
The Depository and Settlement Institution, the Custodian Bank or the Securities Company, shall be
obligated to issue a confirmation to the securities account holder as evidence of the recordation in
the securities account.
In the Collective Custody, each share with the same types and classifications issued by the
Company shall be deemed as equal and exchangeable between one another.
The Company shall refuse the recording of the shares transfer into the Collective Custody in the
event the share certificate is lost or destroyed, unless the shareholders requesting such transfer is
able to provide sufficient evidence and/or guarantee that they are the lawful owner of the lost or
damaged share certificate and that the share certificate is actually lost or destroyed.
The Company shall be obligated to refuse to register the transfer of share into the Collective
Custody if the said share is given as securities and seized pursuant to a court decree or for the
purpose of investigation of a criminal case.
The securities account holders whose shares are registered in the Collective Custody shall be
entitled to attend and/or cast votes in GMS, in proportion to the number of shares they own in the
securities account.
The Custodian Bank and the Securities Company shall submit a list of securities account and the
number of the Company's shares owned by each of the account holder at such Custodian Bank
and Securities Company to the Depository and Settlement Institution, to be subsequently delivered
to the Company no later than 1 (one) business day prior to the date of the Call for Meeting of the
GMS.
The Investment Manager shall be entitled to attend and cast votes in a GMS with respect to the
shares of the Company held in the Collective Custody at the Custodian Bank, which constitutes as
a part of Mutual Fund Securities portfolio in the form of collective investment contract and is not
held in the Collective Custody at the Depository and Settlement Institution, provided that such
Custodian Bank shall provide the name of the Investment Manager to the Company at the latest 1
(one) business day prior to the date of Call for Meeting of the GMS.
The Company shall be obligated to deliver dividends, bonus shares or other rights relating to the
share ownership to the Depository and Settlement Institution for the shares in the Collective
Custody to the Depository and Settlement Institution, and the Depository and Settlement Institution
shall subsequently deliver the dividends, share bonus or other rights to the Custodian Bank and to
the Securities Company for the interest of each account holder at such Custodian Bank and
Securities Company.
The Company shall be obligated to deliver dividends, bonus shares or other rights relating to the
share ownership to the Custodian Bank over the shares in the Collective Custody to the Custodian
Bank, which constitutes a part of the Mutual Fund Securities portfolio in the form of collective
investment contract and is not held in the Collective Custody in the Depository and Settlement
Institution.
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8.
The time limit to determine the securities account holders who are entitled to receive dividends,
bonus shares or other rights relating to the ownership of shares in the Collective Custody shall be
stipulated by the GMS, provided that the Custodian Bank and the Securities Company shall submit
a list of the securities account holders along with the number of shares of the Company owned by
each securities account holder to the Depository and Settlement Institution, at the latest of the date
of the determination of shareholders entitled to receive dividend, bonus share or other rights, to be
subsequently delivered to the Company no later than one (1) business day after the date used as
the basis to determine the shareholders who are entitled to receive such dividends, bonus shares
or the other rights.
Rules of Collective Custody shall be subject to the laws and regulations on Capital Market and provisions of
Stock Exchange in the territory of the Republic of Indonesia where the Company’s shares are listed.
SHAREHOLDER REGISTER AND SPECIAL REGISTER
Article 9
The Company shall keep and maintain a Shareholder Register and Special Register at the domicile of the
Company.
In the Shareholder Register the following particulars shall be recorded:
a.
names and addresses of the shareholders and/or Depository and Settlement Institution or other
parties appointed by account holder at the Depository and Settlement Institution;
b.
number, serial numbers and date of acquisition of the shares owned by the shareholders;
c.
the amount paid on each share;
d.
name and address of a person or legal entity that have right of pledge over a share or as
beneficiary of fiduciary security over the share and date of acquisition of such right of pledge or
date of registration of such fiduciary security;
e.
information on the payment of shares other than in cash;
f.
other information deemed necessary by the Board of Directors.
The Special Register shall indicate information about the ownership of shares by the members of the Board
of Directors and the Board of Commissioners and their families in the Company and/or in other companies
and the date of acquisition of such shares.
Any shareholder whose name is recorded in the Shareholder Register and Special Register shall notify the
Company’s Board of Directors of any change in his/her address. As long as such notice has not been
made, all invitation and notification to the shareholder concerned addressed to his/her address lastly
recorded in the Shareholders Register shall be valid.
Board of Directors of the Company shall make available such Register of Shareholders and Special
Register at the Company’s office. Every Shareholder or his/her legal proxy may request the Board of
Directors to present such Register of Shareholders and Special Register to him/her during the normal
working hours of the Company.
Legal shareholders of the Company shall be entitled to exercise all the rights conferred on a shareholder
pursuant to the laws and regulations with due observance to these Articles of Association.
The registration of more than 1 (one) person for 1 (one) share or the transfer of rights of 1 (one) person to
more than 1 (one) person is not permitted.
Subject to the provisions of Article 5 paragraph 4 herein, Company is entitled to treat a shareholder whose
name is listed in the Company’s Register of Shareholders as the only lawful holder/owner of such share(s).
The Board of Directors may appoint and grant the authority to the Securities Administration Bureau to
perform the annotation of share in the Shareholder Register and Special Register.
Any registration or recording in the Register of Shareholders, including those recordings of any sale,
transfer, encumbrance, pledge or fiduciary security over the shares of the Company or of rights or interests
on such shares shall be made in accordance with these Articles of Association and prevailing laws and
regulations on Capital Market.
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TRANSFER OF RIGHTS ON SHARES
Article 10
a.
Unless defined otherwise in the prevailing laws and regulations, particularly regulation on Capital
Market and these Articles of Association, any transfer of right on shares must be evidenced by a
document signed by or on behalf of the transferor and transferee of right on the relevant shares.
Documents of such transfer has to be in the form as determined and agreed by the Board of
Directors of the Company.
b.
The transfer of right on shares included in the collective custody must be conducted by transferring
the right on shares from one Securities account to another Securities account at the Depository and
Settlement Agency, Custodian Bank and Securities Company.
The document of transfer of right on shares must be in the form as determined and/or acceptable to
the Board of Directors, provided that the document of transfer of right on shares listed on Stock
Exchange must comply with the regulations of Stock Exchange on which the Company’s shares are
listed, without prejudice to the provisions of laws and regulations and the regulations of Stock
Exchange on which the Company’s shares are listed.
Any transfer of rights on shares contradictory to the provisions of these Articles of Association or
inconsistent with the provisions of laws and regulations or without the approval of an authorized party, if
required, shall not be applicable to the Company.
The Board of Directors may, at its sole discretion and by providing the reason thereof, refuse to register the
transfer of right on shares in the Shareholders’ Registry, in the event that the provisions of the Articles of
Association are not complied with.
In the event that the Board of Directors refuses to register the transfer of right on shares, the Board of
Directors shall be required to deliver a notification of such refusal to the party requesting for the registration
of transfer of right on shares by no later than 30 (thirty) days following the date on which the request for the
registration is received by the Board of Directors, with due observance of the provisions of laws and
regulations in the Capital Market sector and the regulations of Stock Exchange on which the Company’s
shares are listed.
In the event of any change of ownership of a share, the original owner registered in the Shareholders’
Registry shall be deemed to remain as the shareholder as referred to in the provisions of laws and
regulations until the name of a new owner is listed in the Shareholders’ Registry; it shall be conducted with
due observance of the provisions of laws and regulations in the Capital Market sector and the regulations of
Stock Exchange on which the Company’s shares are listed.
Each person acquiring the right on a share due to demise of a shareholder or due to any reasons
whatsoever resulting in a change of share ownership under the law, by submitting evidence of such right,
as may be required from time to time by the Board of Directors, may submit a request in writing for being
registered as the shareholder of such share.
Registration may only be made in the event that the Board of Directors can properly accept the evidence of
such right without prejudice to the provisions of these Articles of Association.
The form and procedures for transfer of right on shares traded in the Capital Market must comply with the
provisions of prevailing laws and regulations on Capital Market and rules of Stock Exchange at which the
Company’s shares are listed.
Any shareholder requesting for GMS as intended in Article 11 paragraph 9 (1) is prohibited from transferring
his/her/its shares within a period of at least 6 (six) months following the date of such GMS if such request if
fulfilled by Company’s Board of Directors or Board of Commissioners or set by the court.
GENERAL MEETING OF SHAREHOLDERS
Article 11
The GMS shall include Annual GMS and other GMS.
Annual GMS shall be held not later than 6 (six) months following the closing of the Company’s book year.
Other GMS may be held at any time in accordance with the Company’s interests.
4.
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9.
In these Articles of Association, the terms GMS shall be both GMS, namely Annual GMS and Extraordinary
GMS, unless expressly set otherwise herein.
GMS with miscellaneous agenda shall not be entitled to adopt a resolution.
Board of Directors shall convene an Annual GMS and other GMS at the request of the Company’s Board of
Commissioners or shareholders without prejudice to paragraph 9 herein and, the Board of Commissioners’
request for GMS shall be submitted to Board of Directors in writing specifying the reasons thereof.
In the Annual GMS, Board of Directors shall:
a.
present Annual Report as intended in Article 21 paragraph 3 herein;
b.
submit proposal for use of Company’s profit, if Company has positive profit balance;
c.
submit proposal of appointment of a Public Accountant registered at OJK.
Other than agenda as referred to at points a, b and c above-mentioned, other proposals submitted properly
to the meeting pursuant to these Articles of Association may be concluded in the Annual GMS.
The Annual GMS’ approval of the annual report shall mean the granting of full discharge and release to
members of Board of Directors and Board of Commissioners for their responsibilities for managerial and
supervisory duties of the preceding year, as long as such actions are reflected in the annual report, save of
embezzlement, fraud and other criminal actions.
Shareholders’ Request of Annual GMS:
(1)
1 (one) shareholder or more collectively representing 1/10 (one-tenth) of the total shares with voting
right may request for an Annual GMS;
(2)
The request of the Annual GMS as referred to at point (1) of this paragraph may be submitted to
the Company’s Board of Directors in writing by stating the reason thereof.
(3)
The request of the Annual GMS as referred to at point (1) of this paragraph shall:
a.
be filed in good faith;
b.
take into account the Company’s interests;
c.
constitute a request for which a GMS’s resolution is needed;
d.
be accompanied with reasons and materials relevant to the matters to be resolved in the
GMS; and
e.
not be contrary to the prevailing laws and regulations and the Company’s Articles of
Association.
(4)
Board of Directors shall make announcement of GMS to shareholders within no later than 15
(fifteen) days as of the date of the Board of Directors’ receipt of the request of GMS as intended at
point (1) of this paragraph.
(5)
In the event that no announcement is made by Board of Directors as intended at point (4) herein,
shareholders may resubmit the request of GMS to Board of Commissioners.
(6)
Board of Commissioners shall make announcement of GMS to shareholders within no later than 15
(fifteen) days as of the date of the Board of Commissioners’ receipt of the request of GMS as
intended at point (5) of this paragraph.
(7)
In the event that no announcement is made by both Board of Directors and Board of
Commissioners within a period as intended at points (4) and (6) herein, Board of Directors or Board
of Commissioners shall announce:
a.
the existence of the request for GMS from shareholders as intended at point (1) herein; and
b.
reasons for which such GMS is not convened.
(8)
The announcement as intended at point (7) herein shall be made within a period of no later than 15
(fifteen) days following the date on which the shareholders’ request for GMS as intended at points
(4) and (6) herein.
(9)
The announcement as intended at point (7) herein shall be made at least through:
i.
1 (one) Indonesian daily newspaper having national circulation;
ii.
Stock Exchange’s website; and
iii.
Company’s website in Indonesian and foreign languages, which foreign language shall at
least be English.
(10) The announcement made in foreign language as intended at point (9) letter c shall contain
information similar to that made in Indonesian language.
(11)
(12)
(13)
(14)
(15)
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3.
4.
5.
6.
In case of any discrepancy in interpretation between those information announced in foreign
language and in Bahasa Indonesia as referred to at point ten (10) herein, the information
announced in Bahasa Indonesia shall prevail.
The evidence of announcement as intended at point (9) letter a herein along with the copy of the
shareholders’ request for GMS as intended at point (2) herein shall be submitted to OJK within no
later than 2 (two) business days following the date of the announcement.
In case the Board of Commissioners does not make such announcement as intended at point (6)
herein, shareholders as intended at point (1) herein may request for GMS to the chief of the district
court having jurisdiction where the Company id domiciled to issue a decision which permits the
GMS;
Shareholders having obtained such court’s judgment permitting the implementation of the GMS as
intended at point (13) herein shall:
a.
make announcement, call for meeting and implementation of the GMS, announcement of
the summary minutes of GMS convened in accordance with the OJK Regulation on Capital
Market.
b.
make notice to GMS and submit the evidence of such announcement, invitation and
implementation of the GMS held in accordance with the OJK Regulation on Capital Market.
c.
attach document indicating name of shareholders and number of shares they own in the
Company who have obtained such court’s decision as intended at point b to OJK relevant
to the implementation of the GMS.
Shareholders as intended at point (1) herein shall not be allowed to transfer their rights on shares
as referred to in Article 10 paragraph 8.
VENUE, NOTICE, ANNOUNCEMENT, CALL FOR MEETING AND
TIME OF GENERAL MEETING OF SHAREHOLDERS
Article 12
GMS shall be convened in the territory of the Republic of Indonesia.
Company shall set venue and time of GMS.
The venue at which the GMS is held shall be:
a.
domicile of the Company;
b.
place at which Company operates its business activities;
c.
province capital at which the Company domiciles or performs its main business activities;
d.
province at which the Stock Exchange where the Company’s shares are listed is domiciled.
Notice of GMS to OJK
(1)
Company shall notivy OJK of the GMS’ agenda within no later than 5 (five) business days prior to
the announcement of GMS, excluding the date of the announcement of GMS.
(2)
The GMS’ agenda as intended at point (1) of this paragraph shall be expressly in clear and detail
manner.
(3)
In case of any change in such GMS’ agenda as intended at point (2) herein, the same shall be
notified by Company to OJK prior to the date of the Call for Meeting of the GMS.
The provisions of paragraph 4 herein shall apply mutatis-mutandis to the notice to GMS by shareholders
who have obtained the court’s decision for GMS as intended at point 11 paragraph 9 point (14).
GMS Announcement
(1)
Company shall make announcement of GMS to shareholders within no later than 14 (fourteen)
days prior to the invitation to GMS, excluding the date of the announcement and the date of the Call
for Meeting.
(2)
GMS announcement as intended at point (1) herein shall indicate at least the following items:
a.
shareholders who are entitled to attend the GMS;
b.
shareholders who are entitled to propose agenda of the meeting;
c.
date of GMS; and
d.
date of invitation to GMS.
(3)
7.
8.
9.
In a GMS held at the request of shareholders as intended in Article 11 paragraph 9, other than
indicating items as listed at point (2) herein, the GMS announcement as intended at point (1) herein
shall also state that the Company’s GMS is held at the request of General Meeting of Shareholders.
(4)
GMS announcement to shareholders as intended at point (1) herein shall be published at least
through:
a.
1 (one) Indonesian daily newspaper having national circulation;
b.
Stock Exchange’s website; and
c.
Company’s website in Indonesian and foreign languages, which foreign language shall at
least be English.
(5)
The announcement made in foreign language as intended at point (4).c herein shall contain
information similar to that made in Indonesian language.
(6)
In case of any difference in interpretation between the GMS announcement made in foreign
language and that made in Indonesian as intended at point (5) herein, then the GMS
announcement made in Indonesian language shall prevail.
(7)
The evidence of the GMS announcement as intended at point (4).a herein shall be submitted to
OJK within no later than 2 (two) business days following the date of the announcement.
(8)
If GMS is held at the request of shareholders, the submitted evidence of GMS announcement as
intended at point (7) herein shall be attached with the copy of the shareholders’ written request of
GMS as intended in Article 11 paragraph 9 point (2) hereunder.
(9)
Announcement and Call for Meeting of GMS to resolve matters having conflict of interest shall be
made in accordance with the Capital Market regulations.
The provisions of paragraph 6 of this article shall apply mutatis-mutandis to the announcement of GMS by
shareholders who have obtained the court’s decision for GMS as intended at point 11 paragraph 9 point
(14).
Proposed Agenda of Meeting
(1)
Shareholders may propose meeting agenda in writing to Board of Directors within no later than 7
(seven) days prior to the GMS invitation.
(2)
Shareholder who may propose such meeting agenda as intended at point (1) herein shall be 1
(one) shareholder or more representing 1/20 (one-twentieth) or more of the total shares with vote
right.
(3)
The proposal of meeting agenda as intended at point (1) herein shall:
a.
be made in a good faith;
b.
take into account the Company’s interests;
c.
specify reasons and materials of the proposed agenda; and
d.
not be contrary to the prevailing laws and regulations.
(4)
The shareholders’ proposal of meeting agenda as intended at point (1) herein shall be an agenda
for which a resolution is needed;
(5)
Company shall specify the shareholder’s proposed meeting agenda as intended at point (1) herein
in the meeting agenda specified in the Call for Meeting.
Call for Meeting of GSM:
(1)
Company shall make GMS Call for Meeting to shareholders within no later than 21 (twenty one)
days prior to the GMS, excluding the date of the invitation and the date of the GMS.
(2)
GMS Invitation as intended at point (1) herein shall indicate at least the following information:
a.
date of GMS;
b.
time of GMS;
c.
venue of GMS;
d.
shareholders entitled to attend GMS;
e.
meeting agenda including the details thereof; and
f.
information stating that the materials related to the meeting agenda are available for
shareholders since the date of the GMS invitation till the date of the GMS.
(3)
GMS invitation to shareholders as intended at point (1) herein shall be published at least through:
a.
1 (one) Indonesian daily newspaper having national circulation;
b.
c.
10.
11.
12.
Stock Exchange’s website; and
Company’s website in Indonesian and foreign languages, which foreign language shall at
least be English.
(4)
The Call for Meeting made in foreign language as intended at point (4) herein shall contain the
same information with that made in Indonesian language.
(5)
In case of any difference in interpretation between the GMS invitation made in foreign language
and that made in Indonesian as intended at point (5) herein, then the GMS invitation made in
Indonesian language shall prevail.
(6)
The evidence of the GMS invitation as intended at point (3).a herein shall be submitted to OJK
within no later than 2 (two) business days following the date of the invitation.
(7)
GMS Invitation to resolve matters having conflict of interest shall be made in accordance with the
Capital Market regulations.
(8)
Notwithstanding other provisions of these Articles of Association, the GMS Call for Meeting shall be
made by Board of Directors or Board of Commissioners in manners set out hereunder, with due
observance to the Capital Market regulations.
(9)
The provisions of paragraph 9 herein shall apply mutatis-mutandis to the GMS Call for Meeting
made by shareholders who have obtained the court’s decision for GMS as intended at point 11
paragraph 9 point (13).
Second GMS Call for Meeting shall be subject to the following conditions:
(1)
Second GMS Call for Meeting shall be made within no later than 7 (seven) days prior to the date on
which the second GMS is held.
(2)
The second GMS Invitation shall specify that the first GMS was held but the quorum was not
reached. This provision shall apply without prejudice to Capital Market regulations, other prevailing
laws and regulations, and regulations of Stock Exchange where the Company’s shares are listed.
(3)
Second GMS shall be held not sooner than 10 (ten) days and not later than 21 (twenty one) days
following the date the first GMS was held.
(4)
Provisions regarding GMS Call for Meeting/invitation media and revision of GMS invitation shall
apply mutatis-mutandis to the second GMS invitation.
Third GMS Call for Meeting shall be subject to the following conditions:
(1)
Third GMS Call for Meeting at the request of the Company shall be set by OJK;
(2)
The third GMS Call for Meeting shall state that the second GMS Call for Meeting has been made
but its quorum was not reached.
GMS Agenda Materials:
(1)
Company shall provide GMS agenda materials to shareholders;
(2)
GMS agenda materials as intended at point (1) herein shall be made available from the date the
GMS Invitation is made to the date the GMS is held.
(3)
If other prevailing laws and regulations set that such materials should be made available earlier
than that as intended at point (2) herein, Company shall comply with such other prevailing laws and
regulations.
(4)
GMS agenda materials made available as intended at point (2) herein may be in the form of
hardcopy and/or softcopy.
(5)
The hardcopy documents as intended at point (4) herein shall be made available free of charge at
the Company’s office at a written request of shareholders.
(6)
Softcopy documents as intended at point (4) herein may be accessed and downloaded through the
Company’s website.
(7)
For meeting agenda of appointment of members of Board of Directors and/of Board of
Commissioners, the curriculum vitae of the candidate of the members of Board of Directors and/or
Board of Commissioners concerned shall be made available:
a.
at the Company’s website at least since the time of the GMS Call for Meeting to the date of
the GMS; or
b.
at a time other than that specified at letter a, but not later than the implementation of the
GMS, as long as regulated by the prevailing laws and regulations.
3.
14.
15.
16.
1.
Call for Meeting Revision:
(1)
Company shall make a revision of GMS Call for Meeting if there is change in information contained
in such GMS Call for Meeting as intended at paragraph 9 (2) herein.
(2)
If the revised GMS Invitation as intended at point (1) herein contains information of change in date
of GMS and/or addition to GMS agenda, Company shall make re-invitation of GMS following the
procedures as set out in paragraph 9 herein.
(3)
The re-invitation of GMS as intended at point (2) herein shall not apply if the revised GMS Call for
Meeting concerning the change in the date of the GMS and/or addition to the agenda of the GMS is
made not caused by fault of Company.
(4)
Evidence indicating the revised invitation is not caused by fault of Company as intended at point (3)
herein shall be submitted to OJK at the same day of the revision.
(5)
Provisions concerning media used and submission of GMS Call for Meeting evidence as intended
at paragraph 9 point (3), paragraph 9 point (4) and paragraph 9 point (7) of this article shall apply
mutatis mutandis to media used for revision of GMS Call for Meeting and submission of evidence of
the revised GMS Call for Meeting as intended at point (1) of this paragraph.
Rights of Shareholders:
(1)
Shareholder either by him/herself or represented by his/her legal proxy by virtue of a power of
attorney is entitled to attend GMS.
(2)
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 laws and regulations.
(3)
In a GMS each share gives rights to its owner to cast 1 (one) vote;
(4)
shareholder who is entitled to present at the GMS shall be those whose names are registered at
the Company’s register of shareholders 1 (one) business days prior to the GMS Call for Meeting:
(5)
In case of the revision of Call for Meeting as intended at paragraph 12 point (1) of this article,
shareholders who are entitled to attend the GMS shall be those whose names are registered at the
Company’s register of shareholders 1 (one) business day prior to the date on which the relevant
revision GMS Call for Meeting is made.
At the time of GMS, shareholders are entitled to obtain information about the relevant meeting agenda as
long as not contrary to the interests of the Company.
At the time of GMS, Company may invite another party related the GMS agenda.
CHAIRMAN AND RULES OF GENERAL MEETING OF SHAREHOLDERS
Article 13
Chairman of GMS:
(1)
GMS shall be chaired by a member of Board of Commissioners appointed by the Board of
Commissioners.
(2)
If no member of Board of Commissioners is present at the GMS for any reasons, GMS shall be
chaired by any member of Board of Directors appointed by Board of Directors.
(3)
If no member of either Board of Commissioners or Board of Directors is present at the GMS as
intended at point (1) herein and point (2) herein, GMS shall be chaired by any of shareholders
attending the GMS who is appointed by participants of the GMS.
(4)
The such member of Board of Commissioners appointed by the Board of Commissioners to chair
the GMS has a conflict of interest with the agenda to be resolved in the GMS, GMS shall be chaired
by another member of Board of Commissioners having no conflict of interest and appointed by
Board of Commissioners.
(5)
If all members of Board of Commissioners have conflict of interest, GMS shall be chaired by a
member of Board of Directors appointed by the Board of Directors.
(6)
If such member of Board of Directors appointed to by Board of Directors to chair the GMS has a
conflict of interest with the agenda to be resolved in the GMS, GMS shall be chaired by another
member of Board of Directors having no conflict of interest and appointed by Board of Directors.
(7)
2.
If all members of Board of Directors have conflict of interest, GMS shall be chaired by any of noncontrolling shareholders appointed by other majority of shareholders attending the GMS.
(8)
Chairman of GMS shall be entitled to those attending the GMS to present their authority/eligibility to
attend the GMS.
GMS Rules:
(1)
At the time of GMS, GMS rules must be distributed to shareholders attending the GMS.
(2)
The main points of the GMS Rules as intended at point (1) herein shall be read out before the GMS
is started.
(3)
At the time of the opening of the GMS, chairman of GMS shall give explanations to shareholders
about at least the following items:
a.
general conditions of Company in brief;
b.
GMS agenda;
c.
mechanism of resolution making in respect of the meeting agenda; and
d.
procedures for which shareholders exercise their rights to submit questions and/or opinion.
RESOLUTION, QUORUM OF ATTENDANCE AND QUORUM OF RESOLUTIONS IN
A GENERAL MEETING OF SHAREHOLDERS AND MINUTES OF GENERAL MEETING OF SHAREHOLDERS
Article 14
1.
GMS’ Resolutions:
(1)
GMS Resolutions may be adopted based on deliberation to reach a consensus with due
observance to the provisions of these Articles of Association.
(2)
If no agreement is reached in in such deliberation as intended at point (1) herein, the resolution
shall be adopted by voting.
(3)
The voting as intended at point (2) herein shall be made by taking into account the provisions of
quorum attendance and quorum resolution of the GMS.
2.
Quorum of Attendance and Quorum of Resolutions of GMS:
(1)
Unless set otherwise in these Articles of Association, quorum of attendance and quorum of
resolutions of GMS for agenda to be resolved in a GMS (including those resolutions concerning the
issue of Equity Securities and amendment to Articles of Association whi
PT WINTERMAR OFFSHORE MARINE Tbk
1.
2.
NAME AND DOMICILE
Article 1
The name of this Limited Liability Company is PT Wintermar Offshore Marine Tbk., having its domicile
and head office in West Jakarta City.
Company may open its branch or representative offices in other places within or outside the territory of the
Republic of Indonesia as the Board of Directors determines upon approval of the Board of Commissioners.
DURATION OF COMPANY
Article 2
Company was established for an indefinite period of time and commenced as a limited liability company on 06-031996 (the sixth day of March one thousand nine hundred ninety-six).
1.
2.
PURPOSES, OBJECTIVES AND BUSINESS ACTIVITIES
Article 3
Purposes and objectives of the Company are to engage in shipping business.
To achieve its purposes and objectives above-mentioned, Company may operate the following business
activities:
A.
Operating its main business lines, i.e. domestic shipping business consisting of the following
business activities:
a.
Operating permanent and regular and/or temporary and irregular (tramper) domestic
inter-ports shipping business using all types of ship.
b.
Operating shipping services of passenger, animals, and goods between ports in
Indonesia, offshore drilling rig/platform, and other business activities using various types
of ship including sea transportation for offshore;
c.
Operating oil and gas freight forwarding services using tanker;
d.
Operating B3 (Hazardous and toxic waste) transportation services;
e.
Operating chartering services using various types of ship;
f.
Acting as owner's representative of shipping companies, either permanent or temporary,
for domestic and overseas shipping services;
g.
Operating towing services;
h.
Operating service business relevant to equipment rentals of shipping, including data
processing, equipment part list and other related businesses;
i.
Operating ship management service business, including, but not limited to, maintenance,
docking preparation, spare part supply, ship crew training, ship crew equipment and tools,
logistic, manning, insurance, and certification;
j.
Operating supporting service business of offshore activities.
B.
Secondary businesses to support the main business of the Company, they are:
a.
Operating geophysical survey services business, including seismic survey and subsurface survey
b.
c.
d.
e.
f.
1.
2.
3.
4.
Operating marine offshore construction services, such as: platform and offshore structure
constructions
Operating sub-water inspection and reparation services, such as: pipe inspection or pipe
reparation as well as pipe installation using ship;
Operating business as ship broker;
Operating ship maintenance and repair agency services;
Operating ship manning agency business including recruitment and assignment of ship
crew in accordance with classification;
CAPITAL
Article 4
Authorized capital of the Company is Rp. 1,422,000,000,000.- (one trillion four hundred twenty two billion
Rupiah) divided into 14,220,000,000.- (fourteen billion two hundred twenty million) shares, each has a
nominal value of Rp.100.- (one hundred Rupiah);
Out of such Authorized Capital, a total 4,031,966,965 (four billion thirty one million nine hundred sixty six
thousand nine hundred sixty five) shares or having a total nominal value of Rp. 403,196,696,500.- (four
hundred three billion one hundred ninety six million six hundred ninety six thousand five hundred Rupiah)
have been subscribed and fully paid in cash by the subscribing shareholders as detailed at the end of this
deed;
100% (one hundred percent) of the authorized capital above-mentioned, amounting to
Rp. 403,196,696,500.- (four hundred three billion one hundred ninety six million six hundred ninety six
thousand five hundred Rupiah) have been fully paid by each of shareholders with the following payment
details:
a.
Rp. 399,728,907,700.- (three hundred ninety nine billion seven hundred twenty eight million nine
hundred seven thousand seven hundred Rupiah) being the original payment as stated in the deed
Number: 41, dated 24-07-2014 (the twenty fourth day of July two thousand fourteen) drawn up
before me, Notary and was approved by the Minister of Law and Human Rights of the Republic of
Indonesia under his Decree number: AHU-04775.40.21.2014, dated 24-07-2014 (the twenty fourth
day of July two thousand fourteen),
b.
Rp 3,467,788,800, (three billion four hundred sixty seven million seven hundred eighty eight
thousand eight hundred Rupiah) was paid in cash constituting the exercise result of Share Dividend
Distribution and MESOP I Option.
The payment of shares may be made in the form of cash or other form of payment, whether by tangible or
intangible assets which shall fulfill the following conditions:
a)
the assets to be used for the payment of shares shall be announced to the public at the time of the
invitation to convene a General Meeting of Shareholders (“GMS”) regarding the payment of such
assets;
b)
the assets to be used for the payment of shares shall be appraised by an Appraisal registered at
the Financial Services Authority (formerly Capital Market and Financial Institution Supervisory
Board (Bapepam and LK) and not encumbered by any form of securities;
c)
it has obtained GMS approval with the quorum as stipulated in Article 14 paragraph 2 point (1) of
these Articles of Association;
d)
in the event that the assets to be used for the payment of shares are in the form of shares of
companies that are listed in the Stock Exchange, then the price shall be determined based on the
fair market value; and
e)
in the event that such payment is derived from the Company’s retained earning, share agio, net
profit, and/or self-owned capital, then such retained earning, share agio, net profit, and/or selfowned capital has been stated in the last Annual Financial Statement audited by an Auditor
registered at OJK with an unqualified opinion.
f)
5.
6.
7.
In the GMS approving Public Offering, the maximum amount of shares to be issued shall be
determined, and such GMS shall delegate the authority to the Board of Commissioners to declare
the real amount of shares issued in the limited public offering.
Shares which are still in portfolio shall be issued by Company with a prior approval of GMS under terms and
at prices set by Board of Directors with a prior approval of Board of Commissioners, provided that such
prices are not be lower than the nominal value, and the issuance of such shares shall be without prejudice
to the provisions of these Articles of Association, prevailing laws and regulations on Capital Market, and
rules of Stock Exchange at which the Company’s shares are listed.
Every increase in the Company’s capital by issuing Equity Securities (Equity Securities are shares,
securities which are exchangeable with shares or securities with rights to obtain the shares from the
Company as the issuer) shall be done with the following conditions:
a)
Every increase in Company’s capital through the issuance of Equity Securities by way of
subscription, the same shall be done by granting Pre-emptive Rights (PER) to the shareholders
whose names are registered in the Company’s Register of Shareholders on the date determined
by the GMS approving such Equity Securities issuance on the amount in proportion with the
amount of shares registered in the Company’s Register of Shareholders in the name of each
shareholder on such date.
b)
The issuance of Equity Securities granting with Non Pre-Emptive Rights (Non-PER) to the
shareholders can be done in the event that such issuance is:
1)
made for the employees of the Company;
2)
made for the holders of bond or other convertible securities which have been issued under
the approval from the GMS;
3)
made for the purpose of reorganization and/or restructuring of the Company, which has
been approved by the GMS; and/or;
4)
performed in accordance with the Capital Market regulations which allow the increase of
capital with Non-PER.
c)
PER shall be transferable and tradable, with due observance to the provisions of Bapepam – LK’s
Regulation IX.D.1 and any amendment/replacement thereof regarding Pre-emptive Rights.
d)
The Equity Securities to be issued by the Company and are not subscribed by the holders of PER
shall be allocated to the other shareholders who subscribed for additional Equity Securities,
provided that, if the amount of the subscribed Equity Securities are higher than the Equity
Securities to be issued, then the Equity Security which are not subscribed shall be allocated in
proportion with the amount of PER exercised by each shareholder who have subscribed for
additional Equity Securities.
e)
In the event that there are still remaining unsubscribed Equity Securities as mentioned in point d
above, then if there is any standby buyer, the remaining Equity Securities shall be allocated to other
party acting as standby buyer under the same price and terms.
f)
The issuance of portfolio shares for the holders of securities exchangeable with shares or securities
with the rights to obtain shares, can be performed by the Board of Directors pursuant to the
previous GMS of the Company which has approved such issuance.
g)
The increase of paid-up capital shall be effective following the payment, and the shares issued shall
have the same rights with other shares issued by the Company with the same classifications,
without prejudice to the obligations of the Company to administer the notification to the Minister of
Law and Human Rights and/or replacement thereof.
The increase in the authorized capital of the Company;
a)
The increase in the authorized capital of the Company may only be conducted under the approval
from the GMS. The amendment to the Company’s Articles of Association in the framework of the
increase in the Authorized Capital shall be subject to approval of the Minister of Law and Human
Rights of the Republic of Indonesia and/or replacement thereof.
b)
The increase in the authorized capital which causes the issued and paid-up capital to become less
than 25% (twenty five percent) of the authorized capital may be conducted under the following
terms:
b.1.
b.2.
b.3.
8.
1.
2.
3.
4.
5.
6.
7.
8.
1.
2.
the Company’s GMS has approved the increase of authorized capital;
the approval of the Minister of Law and Human Rights has been obtained;
the increase of issued and paid up capital to be at least 25% (twenty five percent) of the
authorized capital shall be conducted within a period no later than 6 (six) months after the
approval from the Minister of Law and Human Rights and/or replacement thereof;
b.4.
in the event that the increase of paid-up capital as referred to in paragraph 7.b.3 of Article 4
herein is not fully fulfilled, Company shall re-amend its articles of association, so that the
authorized and paid-up capital of the Company meet the provisions of Article 33
paragraphs (1) and (2) of the Limited Liability Companies Law No. 40/2007 and any
amendment/replacement thereof (hereinafter referred to as the “Company Law”) within the
period of 2 (two) months after the period of time as referred to in paragraph 7.b.3 of Article
4 is not fulfilled.
c.
Amendment to the Company’s articles of association in relation to the increase in authorized capital
shall become effective following to the payment of such capital which causes the amount of paid-up
capital to become at least 25% (twenty five percent) of the authorized capital and have the same
rights with other shares issued by the Company, without prejudice to the Company’s obligation to
process the approval for the amendments to the articles of association to the Minister of Law and
Human Rights for the increase of paid-up capital.
The Company may re-purchase the issued and fully paid shares with due observance to the prevailing laws
and regulations, particularly the Capital Market regulations.
SHARES
Article 5
All the shares of the Company shall be registered shares as registered in the Shareholders Register.
Company shall only acknowledge 1 (one) person or 1 (one) legal entity as owner of 1 (one) share.
Each share shall give its owner 1 (one) vote right.
If a share, for any reason whatsoever becomes the property of more than one person, then those collective
owners shall be obliged to appoint one from amongst them as their collective representative in the Register
of shareholders who will be entitled to exercise the rights given by law in respect of the said shares.
Each shareholder is subject to these Articles of Association, all resolutions validly adopted in GMS and the
prevailing laws and regulations.
All shares issued by Company may be pledged subject to the prevailing laws and regulations on pledge of
shares, laws and regulations on Capital Market and Company Act.
Evidences of Ownership of Share are as follows:
a.
In the event that the Company’s shares are not included in Collective Custody in the Depository
and Settlement Institution, then the Company shall give evidence of share ownership in the form of
share certificate or share collective certificate to the relevant shareholders.
b.
In the event that the Company’s shares are included in Collective Deposit in the Depository and
Settlement Institution, then the Company shall issue certificate or written confirmation to the
Depository and Settlement Institution as evidence of registration in the Company’s Register of
Shareholders.
Company’s shares listed at the Stock Exchange shall be subject to laws and regulations on Capital Market
and Stock Exchange regulation where such shares are listed.
CERTIFICATE OF SHARE
Article 6
The Company may issue collective share certificates as an evidence of ownership of 2 (two) or more owned
by a shareholder.
The share certificate shall indicate at least the following items:
a.
name and address of shareholder;
3.
4.
1.
2.
3.
4.
1.
b.
share certificate number;
c.
share nominal value;
d.
date of issuance of share certificate.
The collective share certificate shall indicate the following items:
a.
Name and Address of shareholder;
b.
collective share certificate number;
c.
number of shares and serial number of the relevant shares;
d.
share nominal value;
e.
date of issuance of share certificate.
A share certificate/collective certificate and/or convertible bond and/or warrant and/or other securities which
are convertible into stock must be printed, indicate serial number, indicate date of issuance and signature of
Managing Director and a member of Board of Commissioners appointed by Meeting of Board of
Commissioners and, such signature shall be directly printed on the share certificate and/or other securities
convertible into share with due observance to the prevailing laws and regulations on Capital Market.
REPLACEMENT OF SHARE CERTIFICATES
Article 7
Damaged share certificate and collective share certificate:
a.
If a share certificate is damaged, the replacement of such damaged share certificate shall be
issued provided that:
1)
the person who requesting the replacement of share certificate is the lawful owner of the
share certificate;
2)
the Company has received the damaged share certificate.
b.
Once the replacement of the original share certificate with same serial number was issued, the
original of the damaged share certificate shall be destroyed by Company.
In the event a share certificate is lost, the replacement of such share certificate can be performed, provided
that:
a.
the party requesting the replacement of share certificate is the lawful owner of such share
certificate;
b.
the Company has obtained reporting documents from the Police on the lost of such share
certificate;
c.
the party requesting the replacement of share certificate gives a collateral deemed sufficient by the
Board of Directors of the Company; and
d.
the plan to issue a replacement of lost share certificate has been announced in the Stock Exchange
where the Company’s shares are listed within the period of at least 14 (fourteen) days prior to the
issuance of the share certificate.
All costs incurred for the replacement of the share certificate shall be borne by the shareholder concerned.
The terms as listed in paragraphs 1, 2 and 3 herein shall apply mutatis-mutandis to the issuance of the
replacement of collective share certificate or Equity Securities.
COLLECTIVE CUSTODY
Article 8
Rules of Collective Custody shall contain at least the following items:
a.
Shares held in the Collective Custody at the Depository and Settlement Institution shall be recorded
in the Register of Shareholders on behalf of the Depository and Settlement Institution for the
interest of all account holders of the Depository and Settlement Institution.
b.
Shares held in the Collective Custody at the Custodian Bank or the Securities Company which are
recorded in the securities account at the Depository and Settlement Institution on behalf of such
Custodian Bank or the Securities Company for the interest of all the account holders at such
Custodian Bank or the Securities Company.
c.
d.
e.
f.
g.
h.
i.
j.
k.
l.
m.
n.
If the shares in the Collective Custody at the Custodian Bank are a part of the Mutual Fund
Securities portfolio in the form of collective investment contract and not included in the Collective
Custody with the Depository and Settlement Institution, the Company shall then record the shares
in the Register of Shareholders on behalf of the Custodian Bank for the interest of the owner of the
Participation Unit of the Mutual Fund in the form of such collective investment contract.
The Company shall issue certificate or confirmation to the Depository and Settlement Institution as
referred in paragraph a of this Article or to the Custodian Bank as referred to paragraph c of this
Article as a proof of recordation in the Company's Register of Shareholders.
The Company shall be obligated to transfer the shares in the Collective Custody registered under
the name of the Depository and Settlement Institution or the Custodian Bank for the Mutual Fund in
the form of the collective investment contract in the Register of Shareholders so as it will be
recorded in the name of the party designated by such Depository and Settlement or the Custodian
Bank. The transfer application shall be submitted by the Depository and Settlement Institution or
the Custodian Bank to the Company or the Securities Administration Bureau appointed by the
Company.
The Depository and Settlement Institution, the Custodian Bank or the Securities Company, shall be
obligated to issue a confirmation to the securities account holder as evidence of the recordation in
the securities account.
In the Collective Custody, each share with the same types and classifications issued by the
Company shall be deemed as equal and exchangeable between one another.
The Company shall refuse the recording of the shares transfer into the Collective Custody in the
event the share certificate is lost or destroyed, unless the shareholders requesting such transfer is
able to provide sufficient evidence and/or guarantee that they are the lawful owner of the lost or
damaged share certificate and that the share certificate is actually lost or destroyed.
The Company shall be obligated to refuse to register the transfer of share into the Collective
Custody if the said share is given as securities and seized pursuant to a court decree or for the
purpose of investigation of a criminal case.
The securities account holders whose shares are registered in the Collective Custody shall be
entitled to attend and/or cast votes in GMS, in proportion to the number of shares they own in the
securities account.
The Custodian Bank and the Securities Company shall submit a list of securities account and the
number of the Company's shares owned by each of the account holder at such Custodian Bank
and Securities Company to the Depository and Settlement Institution, to be subsequently delivered
to the Company no later than 1 (one) business day prior to the date of the Call for Meeting of the
GMS.
The Investment Manager shall be entitled to attend and cast votes in a GMS with respect to the
shares of the Company held in the Collective Custody at the Custodian Bank, which constitutes as
a part of Mutual Fund Securities portfolio in the form of collective investment contract and is not
held in the Collective Custody at the Depository and Settlement Institution, provided that such
Custodian Bank shall provide the name of the Investment Manager to the Company at the latest 1
(one) business day prior to the date of Call for Meeting of the GMS.
The Company shall be obligated to deliver dividends, bonus shares or other rights relating to the
share ownership to the Depository and Settlement Institution for the shares in the Collective
Custody to the Depository and Settlement Institution, and the Depository and Settlement Institution
shall subsequently deliver the dividends, share bonus or other rights to the Custodian Bank and to
the Securities Company for the interest of each account holder at such Custodian Bank and
Securities Company.
The Company shall be obligated to deliver dividends, bonus shares or other rights relating to the
share ownership to the Custodian Bank over the shares in the Collective Custody to the Custodian
Bank, which constitutes a part of the Mutual Fund Securities portfolio in the form of collective
investment contract and is not held in the Collective Custody in the Depository and Settlement
Institution.
o.
2.
1.
2.
3.
4.
5.
6.
7.
8.
The time limit to determine the securities account holders who are entitled to receive dividends,
bonus shares or other rights relating to the ownership of shares in the Collective Custody shall be
stipulated by the GMS, provided that the Custodian Bank and the Securities Company shall submit
a list of the securities account holders along with the number of shares of the Company owned by
each securities account holder to the Depository and Settlement Institution, at the latest of the date
of the determination of shareholders entitled to receive dividend, bonus share or other rights, to be
subsequently delivered to the Company no later than one (1) business day after the date used as
the basis to determine the shareholders who are entitled to receive such dividends, bonus shares
or the other rights.
Rules of Collective Custody shall be subject to the laws and regulations on Capital Market and provisions of
Stock Exchange in the territory of the Republic of Indonesia where the Company’s shares are listed.
SHAREHOLDER REGISTER AND SPECIAL REGISTER
Article 9
The Company shall keep and maintain a Shareholder Register and Special Register at the domicile of the
Company.
In the Shareholder Register the following particulars shall be recorded:
a.
names and addresses of the shareholders and/or Depository and Settlement Institution or other
parties appointed by account holder at the Depository and Settlement Institution;
b.
number, serial numbers and date of acquisition of the shares owned by the shareholders;
c.
the amount paid on each share;
d.
name and address of a person or legal entity that have right of pledge over a share or as
beneficiary of fiduciary security over the share and date of acquisition of such right of pledge or
date of registration of such fiduciary security;
e.
information on the payment of shares other than in cash;
f.
other information deemed necessary by the Board of Directors.
The Special Register shall indicate information about the ownership of shares by the members of the Board
of Directors and the Board of Commissioners and their families in the Company and/or in other companies
and the date of acquisition of such shares.
Any shareholder whose name is recorded in the Shareholder Register and Special Register shall notify the
Company’s Board of Directors of any change in his/her address. As long as such notice has not been
made, all invitation and notification to the shareholder concerned addressed to his/her address lastly
recorded in the Shareholders Register shall be valid.
Board of Directors of the Company shall make available such Register of Shareholders and Special
Register at the Company’s office. Every Shareholder or his/her legal proxy may request the Board of
Directors to present such Register of Shareholders and Special Register to him/her during the normal
working hours of the Company.
Legal shareholders of the Company shall be entitled to exercise all the rights conferred on a shareholder
pursuant to the laws and regulations with due observance to these Articles of Association.
The registration of more than 1 (one) person for 1 (one) share or the transfer of rights of 1 (one) person to
more than 1 (one) person is not permitted.
Subject to the provisions of Article 5 paragraph 4 herein, Company is entitled to treat a shareholder whose
name is listed in the Company’s Register of Shareholders as the only lawful holder/owner of such share(s).
The Board of Directors may appoint and grant the authority to the Securities Administration Bureau to
perform the annotation of share in the Shareholder Register and Special Register.
Any registration or recording in the Register of Shareholders, including those recordings of any sale,
transfer, encumbrance, pledge or fiduciary security over the shares of the Company or of rights or interests
on such shares shall be made in accordance with these Articles of Association and prevailing laws and
regulations on Capital Market.
1.
2.
3.
4.
5.
6.
7.
8.
1.
2.
3.
TRANSFER OF RIGHTS ON SHARES
Article 10
a.
Unless defined otherwise in the prevailing laws and regulations, particularly regulation on Capital
Market and these Articles of Association, any transfer of right on shares must be evidenced by a
document signed by or on behalf of the transferor and transferee of right on the relevant shares.
Documents of such transfer has to be in the form as determined and agreed by the Board of
Directors of the Company.
b.
The transfer of right on shares included in the collective custody must be conducted by transferring
the right on shares from one Securities account to another Securities account at the Depository and
Settlement Agency, Custodian Bank and Securities Company.
The document of transfer of right on shares must be in the form as determined and/or acceptable to
the Board of Directors, provided that the document of transfer of right on shares listed on Stock
Exchange must comply with the regulations of Stock Exchange on which the Company’s shares are
listed, without prejudice to the provisions of laws and regulations and the regulations of Stock
Exchange on which the Company’s shares are listed.
Any transfer of rights on shares contradictory to the provisions of these Articles of Association or
inconsistent with the provisions of laws and regulations or without the approval of an authorized party, if
required, shall not be applicable to the Company.
The Board of Directors may, at its sole discretion and by providing the reason thereof, refuse to register the
transfer of right on shares in the Shareholders’ Registry, in the event that the provisions of the Articles of
Association are not complied with.
In the event that the Board of Directors refuses to register the transfer of right on shares, the Board of
Directors shall be required to deliver a notification of such refusal to the party requesting for the registration
of transfer of right on shares by no later than 30 (thirty) days following the date on which the request for the
registration is received by the Board of Directors, with due observance of the provisions of laws and
regulations in the Capital Market sector and the regulations of Stock Exchange on which the Company’s
shares are listed.
In the event of any change of ownership of a share, the original owner registered in the Shareholders’
Registry shall be deemed to remain as the shareholder as referred to in the provisions of laws and
regulations until the name of a new owner is listed in the Shareholders’ Registry; it shall be conducted with
due observance of the provisions of laws and regulations in the Capital Market sector and the regulations of
Stock Exchange on which the Company’s shares are listed.
Each person acquiring the right on a share due to demise of a shareholder or due to any reasons
whatsoever resulting in a change of share ownership under the law, by submitting evidence of such right,
as may be required from time to time by the Board of Directors, may submit a request in writing for being
registered as the shareholder of such share.
Registration may only be made in the event that the Board of Directors can properly accept the evidence of
such right without prejudice to the provisions of these Articles of Association.
The form and procedures for transfer of right on shares traded in the Capital Market must comply with the
provisions of prevailing laws and regulations on Capital Market and rules of Stock Exchange at which the
Company’s shares are listed.
Any shareholder requesting for GMS as intended in Article 11 paragraph 9 (1) is prohibited from transferring
his/her/its shares within a period of at least 6 (six) months following the date of such GMS if such request if
fulfilled by Company’s Board of Directors or Board of Commissioners or set by the court.
GENERAL MEETING OF SHAREHOLDERS
Article 11
The GMS shall include Annual GMS and other GMS.
Annual GMS shall be held not later than 6 (six) months following the closing of the Company’s book year.
Other GMS may be held at any time in accordance with the Company’s interests.
4.
5.
6.
7.
8.
9.
In these Articles of Association, the terms GMS shall be both GMS, namely Annual GMS and Extraordinary
GMS, unless expressly set otherwise herein.
GMS with miscellaneous agenda shall not be entitled to adopt a resolution.
Board of Directors shall convene an Annual GMS and other GMS at the request of the Company’s Board of
Commissioners or shareholders without prejudice to paragraph 9 herein and, the Board of Commissioners’
request for GMS shall be submitted to Board of Directors in writing specifying the reasons thereof.
In the Annual GMS, Board of Directors shall:
a.
present Annual Report as intended in Article 21 paragraph 3 herein;
b.
submit proposal for use of Company’s profit, if Company has positive profit balance;
c.
submit proposal of appointment of a Public Accountant registered at OJK.
Other than agenda as referred to at points a, b and c above-mentioned, other proposals submitted properly
to the meeting pursuant to these Articles of Association may be concluded in the Annual GMS.
The Annual GMS’ approval of the annual report shall mean the granting of full discharge and release to
members of Board of Directors and Board of Commissioners for their responsibilities for managerial and
supervisory duties of the preceding year, as long as such actions are reflected in the annual report, save of
embezzlement, fraud and other criminal actions.
Shareholders’ Request of Annual GMS:
(1)
1 (one) shareholder or more collectively representing 1/10 (one-tenth) of the total shares with voting
right may request for an Annual GMS;
(2)
The request of the Annual GMS as referred to at point (1) of this paragraph may be submitted to
the Company’s Board of Directors in writing by stating the reason thereof.
(3)
The request of the Annual GMS as referred to at point (1) of this paragraph shall:
a.
be filed in good faith;
b.
take into account the Company’s interests;
c.
constitute a request for which a GMS’s resolution is needed;
d.
be accompanied with reasons and materials relevant to the matters to be resolved in the
GMS; and
e.
not be contrary to the prevailing laws and regulations and the Company’s Articles of
Association.
(4)
Board of Directors shall make announcement of GMS to shareholders within no later than 15
(fifteen) days as of the date of the Board of Directors’ receipt of the request of GMS as intended at
point (1) of this paragraph.
(5)
In the event that no announcement is made by Board of Directors as intended at point (4) herein,
shareholders may resubmit the request of GMS to Board of Commissioners.
(6)
Board of Commissioners shall make announcement of GMS to shareholders within no later than 15
(fifteen) days as of the date of the Board of Commissioners’ receipt of the request of GMS as
intended at point (5) of this paragraph.
(7)
In the event that no announcement is made by both Board of Directors and Board of
Commissioners within a period as intended at points (4) and (6) herein, Board of Directors or Board
of Commissioners shall announce:
a.
the existence of the request for GMS from shareholders as intended at point (1) herein; and
b.
reasons for which such GMS is not convened.
(8)
The announcement as intended at point (7) herein shall be made within a period of no later than 15
(fifteen) days following the date on which the shareholders’ request for GMS as intended at points
(4) and (6) herein.
(9)
The announcement as intended at point (7) herein shall be made at least through:
i.
1 (one) Indonesian daily newspaper having national circulation;
ii.
Stock Exchange’s website; and
iii.
Company’s website in Indonesian and foreign languages, which foreign language shall at
least be English.
(10) The announcement made in foreign language as intended at point (9) letter c shall contain
information similar to that made in Indonesian language.
(11)
(12)
(13)
(14)
(15)
1.
2.
3.
4.
5.
6.
In case of any discrepancy in interpretation between those information announced in foreign
language and in Bahasa Indonesia as referred to at point ten (10) herein, the information
announced in Bahasa Indonesia shall prevail.
The evidence of announcement as intended at point (9) letter a herein along with the copy of the
shareholders’ request for GMS as intended at point (2) herein shall be submitted to OJK within no
later than 2 (two) business days following the date of the announcement.
In case the Board of Commissioners does not make such announcement as intended at point (6)
herein, shareholders as intended at point (1) herein may request for GMS to the chief of the district
court having jurisdiction where the Company id domiciled to issue a decision which permits the
GMS;
Shareholders having obtained such court’s judgment permitting the implementation of the GMS as
intended at point (13) herein shall:
a.
make announcement, call for meeting and implementation of the GMS, announcement of
the summary minutes of GMS convened in accordance with the OJK Regulation on Capital
Market.
b.
make notice to GMS and submit the evidence of such announcement, invitation and
implementation of the GMS held in accordance with the OJK Regulation on Capital Market.
c.
attach document indicating name of shareholders and number of shares they own in the
Company who have obtained such court’s decision as intended at point b to OJK relevant
to the implementation of the GMS.
Shareholders as intended at point (1) herein shall not be allowed to transfer their rights on shares
as referred to in Article 10 paragraph 8.
VENUE, NOTICE, ANNOUNCEMENT, CALL FOR MEETING AND
TIME OF GENERAL MEETING OF SHAREHOLDERS
Article 12
GMS shall be convened in the territory of the Republic of Indonesia.
Company shall set venue and time of GMS.
The venue at which the GMS is held shall be:
a.
domicile of the Company;
b.
place at which Company operates its business activities;
c.
province capital at which the Company domiciles or performs its main business activities;
d.
province at which the Stock Exchange where the Company’s shares are listed is domiciled.
Notice of GMS to OJK
(1)
Company shall notivy OJK of the GMS’ agenda within no later than 5 (five) business days prior to
the announcement of GMS, excluding the date of the announcement of GMS.
(2)
The GMS’ agenda as intended at point (1) of this paragraph shall be expressly in clear and detail
manner.
(3)
In case of any change in such GMS’ agenda as intended at point (2) herein, the same shall be
notified by Company to OJK prior to the date of the Call for Meeting of the GMS.
The provisions of paragraph 4 herein shall apply mutatis-mutandis to the notice to GMS by shareholders
who have obtained the court’s decision for GMS as intended at point 11 paragraph 9 point (14).
GMS Announcement
(1)
Company shall make announcement of GMS to shareholders within no later than 14 (fourteen)
days prior to the invitation to GMS, excluding the date of the announcement and the date of the Call
for Meeting.
(2)
GMS announcement as intended at point (1) herein shall indicate at least the following items:
a.
shareholders who are entitled to attend the GMS;
b.
shareholders who are entitled to propose agenda of the meeting;
c.
date of GMS; and
d.
date of invitation to GMS.
(3)
7.
8.
9.
In a GMS held at the request of shareholders as intended in Article 11 paragraph 9, other than
indicating items as listed at point (2) herein, the GMS announcement as intended at point (1) herein
shall also state that the Company’s GMS is held at the request of General Meeting of Shareholders.
(4)
GMS announcement to shareholders as intended at point (1) herein shall be published at least
through:
a.
1 (one) Indonesian daily newspaper having national circulation;
b.
Stock Exchange’s website; and
c.
Company’s website in Indonesian and foreign languages, which foreign language shall at
least be English.
(5)
The announcement made in foreign language as intended at point (4).c herein shall contain
information similar to that made in Indonesian language.
(6)
In case of any difference in interpretation between the GMS announcement made in foreign
language and that made in Indonesian as intended at point (5) herein, then the GMS
announcement made in Indonesian language shall prevail.
(7)
The evidence of the GMS announcement as intended at point (4).a herein shall be submitted to
OJK within no later than 2 (two) business days following the date of the announcement.
(8)
If GMS is held at the request of shareholders, the submitted evidence of GMS announcement as
intended at point (7) herein shall be attached with the copy of the shareholders’ written request of
GMS as intended in Article 11 paragraph 9 point (2) hereunder.
(9)
Announcement and Call for Meeting of GMS to resolve matters having conflict of interest shall be
made in accordance with the Capital Market regulations.
The provisions of paragraph 6 of this article shall apply mutatis-mutandis to the announcement of GMS by
shareholders who have obtained the court’s decision for GMS as intended at point 11 paragraph 9 point
(14).
Proposed Agenda of Meeting
(1)
Shareholders may propose meeting agenda in writing to Board of Directors within no later than 7
(seven) days prior to the GMS invitation.
(2)
Shareholder who may propose such meeting agenda as intended at point (1) herein shall be 1
(one) shareholder or more representing 1/20 (one-twentieth) or more of the total shares with vote
right.
(3)
The proposal of meeting agenda as intended at point (1) herein shall:
a.
be made in a good faith;
b.
take into account the Company’s interests;
c.
specify reasons and materials of the proposed agenda; and
d.
not be contrary to the prevailing laws and regulations.
(4)
The shareholders’ proposal of meeting agenda as intended at point (1) herein shall be an agenda
for which a resolution is needed;
(5)
Company shall specify the shareholder’s proposed meeting agenda as intended at point (1) herein
in the meeting agenda specified in the Call for Meeting.
Call for Meeting of GSM:
(1)
Company shall make GMS Call for Meeting to shareholders within no later than 21 (twenty one)
days prior to the GMS, excluding the date of the invitation and the date of the GMS.
(2)
GMS Invitation as intended at point (1) herein shall indicate at least the following information:
a.
date of GMS;
b.
time of GMS;
c.
venue of GMS;
d.
shareholders entitled to attend GMS;
e.
meeting agenda including the details thereof; and
f.
information stating that the materials related to the meeting agenda are available for
shareholders since the date of the GMS invitation till the date of the GMS.
(3)
GMS invitation to shareholders as intended at point (1) herein shall be published at least through:
a.
1 (one) Indonesian daily newspaper having national circulation;
b.
c.
10.
11.
12.
Stock Exchange’s website; and
Company’s website in Indonesian and foreign languages, which foreign language shall at
least be English.
(4)
The Call for Meeting made in foreign language as intended at point (4) herein shall contain the
same information with that made in Indonesian language.
(5)
In case of any difference in interpretation between the GMS invitation made in foreign language
and that made in Indonesian as intended at point (5) herein, then the GMS invitation made in
Indonesian language shall prevail.
(6)
The evidence of the GMS invitation as intended at point (3).a herein shall be submitted to OJK
within no later than 2 (two) business days following the date of the invitation.
(7)
GMS Invitation to resolve matters having conflict of interest shall be made in accordance with the
Capital Market regulations.
(8)
Notwithstanding other provisions of these Articles of Association, the GMS Call for Meeting shall be
made by Board of Directors or Board of Commissioners in manners set out hereunder, with due
observance to the Capital Market regulations.
(9)
The provisions of paragraph 9 herein shall apply mutatis-mutandis to the GMS Call for Meeting
made by shareholders who have obtained the court’s decision for GMS as intended at point 11
paragraph 9 point (13).
Second GMS Call for Meeting shall be subject to the following conditions:
(1)
Second GMS Call for Meeting shall be made within no later than 7 (seven) days prior to the date on
which the second GMS is held.
(2)
The second GMS Invitation shall specify that the first GMS was held but the quorum was not
reached. This provision shall apply without prejudice to Capital Market regulations, other prevailing
laws and regulations, and regulations of Stock Exchange where the Company’s shares are listed.
(3)
Second GMS shall be held not sooner than 10 (ten) days and not later than 21 (twenty one) days
following the date the first GMS was held.
(4)
Provisions regarding GMS Call for Meeting/invitation media and revision of GMS invitation shall
apply mutatis-mutandis to the second GMS invitation.
Third GMS Call for Meeting shall be subject to the following conditions:
(1)
Third GMS Call for Meeting at the request of the Company shall be set by OJK;
(2)
The third GMS Call for Meeting shall state that the second GMS Call for Meeting has been made
but its quorum was not reached.
GMS Agenda Materials:
(1)
Company shall provide GMS agenda materials to shareholders;
(2)
GMS agenda materials as intended at point (1) herein shall be made available from the date the
GMS Invitation is made to the date the GMS is held.
(3)
If other prevailing laws and regulations set that such materials should be made available earlier
than that as intended at point (2) herein, Company shall comply with such other prevailing laws and
regulations.
(4)
GMS agenda materials made available as intended at point (2) herein may be in the form of
hardcopy and/or softcopy.
(5)
The hardcopy documents as intended at point (4) herein shall be made available free of charge at
the Company’s office at a written request of shareholders.
(6)
Softcopy documents as intended at point (4) herein may be accessed and downloaded through the
Company’s website.
(7)
For meeting agenda of appointment of members of Board of Directors and/of Board of
Commissioners, the curriculum vitae of the candidate of the members of Board of Directors and/or
Board of Commissioners concerned shall be made available:
a.
at the Company’s website at least since the time of the GMS Call for Meeting to the date of
the GMS; or
b.
at a time other than that specified at letter a, but not later than the implementation of the
GMS, as long as regulated by the prevailing laws and regulations.
3.
14.
15.
16.
1.
Call for Meeting Revision:
(1)
Company shall make a revision of GMS Call for Meeting if there is change in information contained
in such GMS Call for Meeting as intended at paragraph 9 (2) herein.
(2)
If the revised GMS Invitation as intended at point (1) herein contains information of change in date
of GMS and/or addition to GMS agenda, Company shall make re-invitation of GMS following the
procedures as set out in paragraph 9 herein.
(3)
The re-invitation of GMS as intended at point (2) herein shall not apply if the revised GMS Call for
Meeting concerning the change in the date of the GMS and/or addition to the agenda of the GMS is
made not caused by fault of Company.
(4)
Evidence indicating the revised invitation is not caused by fault of Company as intended at point (3)
herein shall be submitted to OJK at the same day of the revision.
(5)
Provisions concerning media used and submission of GMS Call for Meeting evidence as intended
at paragraph 9 point (3), paragraph 9 point (4) and paragraph 9 point (7) of this article shall apply
mutatis mutandis to media used for revision of GMS Call for Meeting and submission of evidence of
the revised GMS Call for Meeting as intended at point (1) of this paragraph.
Rights of Shareholders:
(1)
Shareholder either by him/herself or represented by his/her legal proxy by virtue of a power of
attorney is entitled to attend GMS.
(2)
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 laws and regulations.
(3)
In a GMS each share gives rights to its owner to cast 1 (one) vote;
(4)
shareholder who is entitled to present at the GMS shall be those whose names are registered at
the Company’s register of shareholders 1 (one) business days prior to the GMS Call for Meeting:
(5)
In case of the revision of Call for Meeting as intended at paragraph 12 point (1) of this article,
shareholders who are entitled to attend the GMS shall be those whose names are registered at the
Company’s register of shareholders 1 (one) business day prior to the date on which the relevant
revision GMS Call for Meeting is made.
At the time of GMS, shareholders are entitled to obtain information about the relevant meeting agenda as
long as not contrary to the interests of the Company.
At the time of GMS, Company may invite another party related the GMS agenda.
CHAIRMAN AND RULES OF GENERAL MEETING OF SHAREHOLDERS
Article 13
Chairman of GMS:
(1)
GMS shall be chaired by a member of Board of Commissioners appointed by the Board of
Commissioners.
(2)
If no member of Board of Commissioners is present at the GMS for any reasons, GMS shall be
chaired by any member of Board of Directors appointed by Board of Directors.
(3)
If no member of either Board of Commissioners or Board of Directors is present at the GMS as
intended at point (1) herein and point (2) herein, GMS shall be chaired by any of shareholders
attending the GMS who is appointed by participants of the GMS.
(4)
The such member of Board of Commissioners appointed by the Board of Commissioners to chair
the GMS has a conflict of interest with the agenda to be resolved in the GMS, GMS shall be chaired
by another member of Board of Commissioners having no conflict of interest and appointed by
Board of Commissioners.
(5)
If all members of Board of Commissioners have conflict of interest, GMS shall be chaired by a
member of Board of Directors appointed by the Board of Directors.
(6)
If such member of Board of Directors appointed to by Board of Directors to chair the GMS has a
conflict of interest with the agenda to be resolved in the GMS, GMS shall be chaired by another
member of Board of Directors having no conflict of interest and appointed by Board of Directors.
(7)
2.
If all members of Board of Directors have conflict of interest, GMS shall be chaired by any of noncontrolling shareholders appointed by other majority of shareholders attending the GMS.
(8)
Chairman of GMS shall be entitled to those attending the GMS to present their authority/eligibility to
attend the GMS.
GMS Rules:
(1)
At the time of GMS, GMS rules must be distributed to shareholders attending the GMS.
(2)
The main points of the GMS Rules as intended at point (1) herein shall be read out before the GMS
is started.
(3)
At the time of the opening of the GMS, chairman of GMS shall give explanations to shareholders
about at least the following items:
a.
general conditions of Company in brief;
b.
GMS agenda;
c.
mechanism of resolution making in respect of the meeting agenda; and
d.
procedures for which shareholders exercise their rights to submit questions and/or opinion.
RESOLUTION, QUORUM OF ATTENDANCE AND QUORUM OF RESOLUTIONS IN
A GENERAL MEETING OF SHAREHOLDERS AND MINUTES OF GENERAL MEETING OF SHAREHOLDERS
Article 14
1.
GMS’ Resolutions:
(1)
GMS Resolutions may be adopted based on deliberation to reach a consensus with due
observance to the provisions of these Articles of Association.
(2)
If no agreement is reached in in such deliberation as intended at point (1) herein, the resolution
shall be adopted by voting.
(3)
The voting as intended at point (2) herein shall be made by taking into account the provisions of
quorum attendance and quorum resolution of the GMS.
2.
Quorum of Attendance and Quorum of Resolutions of GMS:
(1)
Unless set otherwise in these Articles of Association, quorum of attendance and quorum of
resolutions of GMS for agenda to be resolved in a GMS (including those resolutions concerning the
issue of Equity Securities and amendment to Articles of Association whi