EXHIBIT 1
LIMITED LIABILITY COMPANY
(LIMITED COMPANY) PT. TELEKOMUNIKASI INDONESIA Tbk
DATA ON DEED OF AMENDMENT OF
COMPANY'S ARTICLES OF ASSOCIATION
NAME AND PLACE OF DOMICILE
ARTICLE 1.
1. This limited liability company shall bear the name of "Perusahaan Perseroan
(Persero) PT Telekomunikasi Indonesia Tbk" or abbreviated to "PT Telkom
Indonesia Tbk" (hereinafter shall be sufficiently referred to as the
"COMPANY"), domiciled in Bandung.
2. The Company can open branch company or representative company in other
places, both inside and outside area of Republic of Indonesia, as
stipulated by Board of Directors
PERIOD OF COMPANY ESTABLISHMENT
ARTICLE 2
The Company is established for unlimited time.
AIMS AND OBJECTIVES AND BUSINESS ACTIVITIES
ARTICLE 3
1. The Aims and Objectives of the Company is to carry out telecommunication
net work and services as well as information, one and others by complying
with the prevailing Law and Regulations.
1
2. To achieve the aims and objectives as mentioned above the Company may carry
out the following business activities:
a. To plan, to establish, to provide, to develop, to operate, to
market/sell/rent and to keep telecommunication and information net work at
a very large mining by firmly complying with the provision, and the
prevailing law and regulations;
b. To plan, to develop, to provide, to market/sell and to improve the service
of telecommunication and information at a very large meaning by firmly
complying with the provision, and the prevailing law and regulations;
c. To carry out the Company's activity and other business in the framework of
taking advantages and the development of Resources owned by the Company,
such as: to develop human resources, to optimize the advantages of
permanent asset and movable assets, to optimize information system
facility, training and education facility, revision and maintenance
facility.
CAPITAL
ARTICLE 4.
1. The authorized capital of the Company shall be twenty trillion Rupiah
(Rp 20,000,000,000,000.-) divided into eighty billion (80,000,000,000) shares
consisting of one (1) Dwiwarna 'A' share and seventy-nine billion nine hundred
and ninety-nine million nine hundred and ninety-nine thousand nine hundred and
2
ninety-nine (79,999,999,999) 'B' shares, each share having a par value of two
hundred and fifty Rupiah (Rp. 250.-).
2. Of the aforementioned authorized capital, twenty billion one hundred and
fifty-nine million nine hundred and ninety-nine thousand two hundred and eighty
(20,159,999,280) shares consisting of one (1) Dwiwarna 'A' share and twenty
billion one hundred and fifty-nine million nine hundred and ninety-nine thousand
two hundred and seventy-nine (20,159,999,279) 'B' shares at an aggregate par
value of five trillion thirty-nine billion nine hundred and ninety-nine million
eight hundred and twenty thousand Rupiah (Rp. 5,039,999,820,000.-) shall have
been subscribed and fully paid in cash by:
a. The Republic of Indonesia, one (1) Dwiwarna 'A'
share and thirteen billion three hundred and
forty-four million four hundred and seventy
thousand seven hundred and eleven (13,344,470,711)
'B' shares, at an aggregate par value of three
trillion three hundred and thirty-six billion one
hundred and seventeen million six hundred and
seventy-eight thousand Rupiah . . . . . RP. 3,336,117,678,000.-
3
b. The Public, six billion eight hundred and fifteen
million five hundred and twenty-eight thousand
five hundred and sixty-eight (6,815,528,568) 'B'
shares, at an aggregate par value of one trillion
seven hundred and three billion eight hundred and
eighty-two million one hundred and forty-two
Rupiah . . . . RP.1,703,882,142,000.-
or totalling twenty billion one hundred and
fifty-nine million nine hundred and ninety-nine
thousand two hundred and eighty (20,159,999,280)
shares consisting of one (1) Dwiwarna 'A' share and
twenty billion one hundred and fifty-nine million nine
hundred and ninety-nine thousand two hundred and
seventy-nine (20,159,999,279) 'B' shares at an
aggregate par value of five trillion thirty-nine
billion nine hundred and ninety-nine million eight
hundred and twenty thousand Rupiah . . . . RP. 5,039,999,820,000.-
3. If any share, still in portfolio will be issued by mean of limited public
offer, to the shareholders and/or company issuing conversion bond and/or warrant
and/or other similar
4
stock, therefore all shareholders whose name have been registered in the
Shareholder Register on the date stipulated by Board of Directors based on the
resolution of General Meeting of shareholders are given chance to buy in advance
share and/or conversion bond and/or warrant and/or other similar stock that will
be issued and the aforesaid shareholders shall be entitled to buy them in
portion with the total share owned by them by depositing in cash in the period
set forth n the resolution of Board of Directors abovementioned.
The right of the shareholders to purchase in advance can be sold and assigned to
other party by accordingly complying with the provision of article of
association and prevailing law and regulation in the matter of Capital Market.
The issuance of share by mean of limited public offer and/or conversion bond
and/or warrant and/or other similar stock, shall oblige to get prior approval
from General Meeting of Shareholders with the requirement, inclusive period of
time, as stipulated by Board of Directors based on the delegation of power from
General Meeting of Shareholders, one and another in accordance with articles of
association and prevailing law and regulation in Capital Market sector in
Indonesia, provided that the price is not lower than par price.
With respect to the resolution of share issuance and/or conversion bond and/or
warrant and/or other similar stock by mean the aforesaid limited public offer,
Board of Directors shall be obliged to announce in 2 (two) daily newspaper
published in Indonesia, 1 (one) of them conducted in Indonesian Language having
large circulation/nationwide and the other 1 (one) conducted in English as
decided by board of Directors.
If in the period of time pursuant to the provision stipulated in the aforesaid
decision of board of Directors, the Shareholders do not apply their rights of
share purchasing and/or conversion bond and/or warrant and/other similar stock
that have been offered to them with fully pay with cash payment, therefore the
Board of Directors having the authority to sell shares and/or
5
conversion bond and/or warrant and/or other similar stock to the party acting as
siaga purchaser in the framework the issuance of shares and/or conversion bond
and/or warrant and/or other similar stock with price and requirements stipulated
by board of Directors, with term and condition that to issue share and/or
conversion bond and/or warrant and/or other similar stock thereto not lower than
price and requirement decided previously, one and another by firmly complying
with this articles of association and prevailing law and regulation in the
matter of Capital Market in Indonesia.
4. Upon the execution of share issuance that is still in portfolio to the
conversion bond holders and/or warrant and/or other similar stock thereof, board
of Directors of the Company are entitled to issue the aforesaid shares without
giving any right to the present shareholders to buy in advance the aforesaid
share on and another by complying with the provision as contained in articles of
association and prevailing law and regulation in the field Capital Market in
Indonesia.
5. The provision contained in the section 3 and 4 of this article in mutatis
mutandis way is also effective in the matter of Authorized Capital continued and
followed with further placement of share.
6. Each of decision of General Meeting of Shareholders as clearly specified in
the aforesaid article 3 and 5 shall be attended and approved by the shareholders
Serial A Dwiwarna.
SHARE
ARTICLE 5
6
1. All shares of the Company are as registered shares and issued in the name of
the holder registered in the Book of Shareholder Register consisting of share
Serial A Dwiwarna that are only specially owned by the State of Republic of
Indonesia and share serial B that can be owned by the public.
2. The Company only acknowledges one person or one corporate body as the owner
of one share, namely person or corporate body whose name registered as the owner
of the said share in the Shareholders Register.
3. If any share because of any reason whatsoever are held by several persons,
therefore those collectively hold the shares thereof shall be obliged to appoint
one of them in writing or another one as their collective legal proxy and only
those person or appointed person given the power of who will be registered in
Share holders General Meeting and must be considered as the shareholders of the
share concerned and shall be entitled to exercise the right given by law on the
said share.
4. During the provision specified in article 3 has not conducted yet, therefore
the aforesaid shareholders are not entitled to cast vote in General Meeting of
Shareholders meanwhile the payment of the said dividend is postponed.
5. Each shareholder according to the law shall be subject to the Articles of
Association and to all decision legally taken in General Meeting of Shareholders
and prevailing law and regulation.
6. For Company share recorded in Stock Exchange, effective prevailing law and
regulation in the field of Capital Market in Indonesia.
SHARE CERTIFICATE
7
ARTICLE 6
1. The Company shall be obligated to issue a share certificate.
2. If the share certificate has been issued, then each share is attached to a
share certificate.
3. The Collective share certificate may be issued as the evidence of ownership
of 2 (two) or more shares which are owned by a shareholder.
4. In the share certificate shall at least be recorded:
a. The name and address of the shareholders;
b. The number of the share certificate;
c. The Date of share certificate issuance;
d. The Share nominal value;
e. Identification Mark as will be stipulated by the board of Directors.
5. In the collective share certificate shall be at least recorded:
a. The name and address of the shareholders;
b. The number of the collective share certificate;
c. The Date of the collective share certificate issuance;
d. The share nominal value;
e. The number of shares.
f. Identification Mark as will be stipulated by the board of Directors.
6. Share certificate and share collective certificate shall be printed in
accordance with the law and regulation in Capital Market and signed by President
Directors and President
8
Commissioners, or the said signature is directly printed in share certificate
and the concerned share collective certificate.
7. For the share included in the collective deposit in the institution of credit
and settlement or in the Custodian Bank (especially in the framework of
collective investment contract), issued in form in the confirmation of share
registration signed by President Director and President Commissioner or the
aforesaid signature is directly printed in Share registration Confirmation.
8. Share Registration Confirmation issued by the Company for share included in
collective deposit at least shall oblige to put:
a. Name and address of Deposit and settlement Institution or Custodian
Bank performing the concerned collective deposit;
b. Date of the issuance of Share Registration Confirmation;
c. Total number of share included in Share Registration Confirmation;
d. Number of share nominal value included in Share Registration
Confirmation;
e. The provision that each share in collective deposit with the same
classification is equal and can be exchanged between one and another
REPLACEMENT OF SHARE CERTIFICATE
Article 7
1. If share certificates are damaged, or can no longer be used, then at
their own request the Board of Directors will issue the replacement of share
certificate after the original shares or the remaining shares of the original
shall be submitted to the Board of Directors.
2. The damaged original share
9
certificate as mentioned in section 1, shall be demolished and the Board of
Directors shall draw up minutes to be reported at the following General Meeting
of Shareholders.
3. If the share certificate has lost or damaged, then upon the request of
the shareholders concerned, the Board of Directors shall issue the replacement
of said share certificate, after according to the opinion of the Board of
Directors the loss has been sufficiently proved and with a guaranty which is
considered as necessary by the Board of Directors for any certain event.
4. For the issuance of Share Replacement registered in the Stock Exchange
in Indonesia, prevailing law and regulation in Capital Market in Indonesia is
issued.
5. Any expenses for the issuance of the replacement of the share
certificate according to this article, the original share certificate become
failure and not valid.
6. The provisions in article 7, shall be mutatis-mutandis in force for the
issuance of the replacement of the collective share certificate or the
replacement Share Registration Confirmation.
SHAREHOLDERS AND SPECIAL REGISTERS
Article 8.
1. The Board of Directors or the proxy appointed by them, shall be
obligated to maintain and keep a Shareholder Register and Special Register at
the company's domicile.
10
2. In the Shareholder Register shall be recorded:
a. The name and address of the shareholders;
b. The amount, serial number and date of acquisition of share
certificate/collective share certificate owned by the shareholders;
c. The amount deposited to each share;
d. Name and address of both the individual and corporate body which have the
lien on said shares and the acquisition date of the lien, as well as;
e. Other information justified necessary by the board of Directors and/or
being obliged by prevailing law and regulation.
3. In the Special Register is recorded the information with respect to the
share ownership of the member of the Board of Directors and the Board of
Commissioners and their families at the company and/or at other company and the
date of share issuance.
4. Each of amendment of address The Board of Directors shall be notified
any change of address with a letter to the Board of Directors of the company.
As long as the notice has not been notified, then any letter or summons to
the shareholders and notice to General Meeting of Shareholders shall be
addressed to the address of the shareholder lastly recorded in the Register of
Shareholders of the Company.
11
5. The Board of Directors shall be obligated to keep and maintain the
Shareholders and Special Registers as good as possible.
6. Each shareholder shall be entitled to examine the Shareholders and
Special Registers, relating to his own self during the working hour of the
Company Office.
7. The Recording and/or amendment on shareholders register shall be obliged
to approve by board of Directors and proven by the signing of verification on
the aforesaid amendment, by President Director and President Commissioners or
thei legal proxy or by Stock Administration Bureau appointed by board of
Directors, pursuant to the prevailing law and regulation in the matter of
Capital Market in Indonesia.
8. Each registration or verification in the Shareholder Register including
the verification on a selling, transferring, collateral, pawning or cessie
concerning share or right or the interest on share that shall be performed in
accordance with the provision of this Article of Association and for any share
registered in Stock Exchange law and regulation in Capital Market in Indonesia
shall be valid.
9. Upon the request of the concerned shareholders or pawning receiver, a
share pawning shall be recorded in Shareholder Register by following the method
that will be determined by board of Directors based on accurate evidence and
acceptable regarding the concerned share pawning. The
12
acknowledgement on share pawning by the Company as required in Article 1153
Civil Codes will only be clarified from verification on the said share pawning
in Shareholder Register.
COLLECTIVE CUSTODIAN
ARTICLE 9
1. Any share in collective custodian in the Depository and Settlement
Institution is recorded in the Shareholder Register on behalf of Depository
and Settlement Institution for the interest all account holder in the
Institution of Depository and Settlement,
2. Any share in collective custodian in custodian Bank or Stock Company is
recorded in Stock Account in Custodian and Settlement Institution on behalf
of custodian Bank or the concerned Stock Company for the interest of all
account holder in custodian Bank or the aforesaid Sock Company.
3. If any share in collective custodian in custodian Bank constitute a part of
stock portfolio Reksa Dana in form of collective investment contract and
not including collective custodian in d\Depository and Settlement
Institution, therefore the Company will record the said share in
Shareholder Register on behalf of custodian Bank
13
for the interest of all ownership of Submission unit from Reksa Dana in
form of collective investment contract.
4. the Company shall be obliged to issue Share Registration Confirmation to
the Depository and Settlement Institution as clearly notified in the
section 1 of this article or custodian Bank as clearly specified in section
3 of this article as the registration evidence in Shareholder Register.
5. The Company shall be obliged to transfer share in collective custodian
registered on behalf on Depository and Settlement Institution or custodian
Bank for Reksa Dana in form of collective investment contract in
Shareholder Register Book becoming on behalf of the appointed party by the
said Depository and Settlement Institution or custodian Bank.
Any request of transfer by the Depository and Settlement Institution or
custodian Bank is proposed in writing to the Company or Stock Administration
Bureau appointed by the company.
6. Depository and Settlement Institution, Custodian Bank, or Stock Company if
requested by the concerned shareholder shall be obliged to issue Share
Registration Confirmation to the shareholder stock account as verification
evidence in Stock Account.
14
7. In the collective Custodian each share issued by the Company from the same
classification is equal and exchangeable among other.
8. The Company shall oblige to refuse share mutation verification into the
collective custodian if the said share lost or destroyed, except the
aforesaid shareholder can submit sufficient collateral that the concerned
is true as legal owner of the said lost or destroyed share and the said
share is true lost or destroyed.
9. The Company shall oblige to refuse recording share mutation into the
Collective Custodian if the said share become a collateral, placed in
seizure under the stipulation of Court or to be seized for the
investigation of criminal case.
10. The stock account holder whose share is recorded in the Collective
Custodian is entitled to cast vote in the General Meeting of Shareholders,
in accordance with number of shares owned by his self in the said Stock
Account.
11. The Stock Account holder who is entitled to cast vote in the General
Meeting of Shareholder is the party whose name is recorded as the Stock
account holder in Custodian Bank or Stock Company at the latest 1 (one)
working day prior to make summons the General Meeting of Shareholder.
15
12. Custodian Bank and Stock Company hall oblige to submit Stock account holder
register along with number of Company share owned by each said shareholder
to the Depository and Settlement Agency, thereafter submit it to the
Company at the latest 1 (one) working day before the date of summons of
General Meeting of Shareholders.
13. Investment Manager is entitled to present and cast vote in the General
Meeting of Shareholders of the share included in Collective Custodian in
Custodian Bank that constitutes a part of portfolio of Reksa Dana/Mutual
Fund in form Collective Investment Contract and not including in the
Collective Custodian in the Depository and Settlement Agency, with the
provision that the aforesaid Custodian Bank shall obliged to register name
of the aforementioned Investment Manager at the latest of 1 (one) working
day prior to the date of General Meeting of Shareholders.
14. The Company shall oblige to submit dividend, bonus share or other rights
regarding to the ownership of share in Collective Custodian to the
Depository and Settlement Agency and thereafter the Depository and
Settlement Agency submit dividend, bonus share or other right to Custodian
Bank and/or Stock Company recorded as the account holder in the Depository
and Settlement Agency
16
thereafter submitted to the account holder in Custodian Bank and/or the
aforesaid Stock Company.
15. the Company shall oblige to submit dividend, bonus share or other rights
regarding to the ownership of share to Custodian Bank on the share in
collective Custodian in Custodian Bank that constitutes a part of portfolio
of Stock of Reksa Dana/Mutual Fund in form of Collective Investment
Contract and no including in the Collective Custodian in the Depository and
Settlement Agency.
16. The limit of determination of Stock Account holder Entitled to obtain
dividend, bonus share or other rights regarding to the ownership of share
in Collective Custodian stipulated by or based on the Resolution of General
Meeting of Shareholder on the provision that Custodian Bank and Stock
company shall submit Stock Account Holder Register together with number of
Company Share owned by each of the said Stock Account Holder to the
Depository and Settlement Agency thereafter will submit the said register
that has been consolidated to the board of Directors at the latest of 1
(one) working day after the date of becoming principle determination of
shareholders who are entitled to obtain share dividend, bonus share or the
other rights.
TRANSFERRING RIGHT ON SHARE
ARTICLE 10
17
1. In case of any chance of ownership of a share, the initial holder
registered in the Shareholder Register must remain to be considered as the
shareholders until the name of new shareholders registered in the Shareholder
Register.
2. Registration for transferring right on share must be made by the Board
of Directors by mean of registering the transfer of right in the Shareholder
Register concerned based on the deed of transfer on right signed by the
transferee and transferor or their legal proxy or based on other satisfactory
documents evidencing the transfer in opinion of the Board of Director without
prejudice to the provision in the Articles of Association.
3. The deed of transfer or other documents as set forth in section 2 must
be in such form as determined and/or which may be acceptable by the Board of
Directors and the copies are submitted to the Company provided that the document
of transfer of share listed in Stock Exchange must comply with the prevailing
legislative regulation in the field of Capital Market in Indonesia.
4. The transfer of share listed in the account in the Collective Custodian
is recorded as mutation between account or as mutation from a account in the
Collective Custodian to in the name of each shareholder which is non-account
holder in the Collective Custodian by keeping registration of the transfer by
the Board of Directors as specified in Article 9 section 7 above.
5. The transfer of share may only be permitted if all provisions in the
articles of association are complied with.
18
6. The transfer of share must be recorded in the Shareholder Register, in
the share certificate and in the collective share certificate concerned.
The registration must be signed by the President Director and the President
Commissioner or their legal proxy or by Administration Bureau appointed by the
Board of Directors.
In case of any change of ownership of a share, the original holders
registered in the Shareholder Register is considered remain as the holder of
share until the name of new holder has been registered in the Shareholder
Register.
7. The Board of Directors upon its own policy and by providing reason for
that the purpose, may reject to register the transfer of share in the
Shareholder Register if the provision in the articles of association is not
complied with or if one of requirements in the transfer of share is not complied
with.
8. If the Board of Directors rejects to register the transfer of share, the
Board of Directors is obligated to send a notice on rejection to the party who
will transfer its right at the latest 30 (thirty) days after the date of
application for registration is received by the Board of Directors, provided
that with respect to the company shares listed at the Stock Exchange in
Indonesia with observance to the prevailing legislative regulation in the field
of Capital Market in Indonesia.
9. The Shareholder Register must be closed on 1 (one) business day prior to
the date of call for General Meeting of Shareholders
19
to stipulate the names of shareholders having right to attend at the meeting.
10. Any person obtaining the shares due to the death of a shareholder, or
due to another reason making the ownership of a share transferred by law, by
submitting an application in writing and attaching his entitlement proof as
required by the Board of Directors, will be recorded as a holder of that shares.
The registration can only be carried out if the Board of Directors can well
accept the entitlement proof without prejudice to the provisions in the Articles
of Association as well as the laws and regulations prevailing in the field of
Capital Market in Indonesia.
11. All limitations, prohibitions and provisions in the Articles of
Association regulating the right to transfer of share and registration of the
transfer of share shall be mutatis mutandis to any acquisition of right
according to section 10 of this article.
12. For transferring share listed in the Stock Exchange is applicable the
provision of legislative regulation in the Field of Capital Market in Indonesia,
meanwhile for the Dwiwarna serial A share cannot be transferred to any one
whatsoever."
BOARD OF MANAGEMENT
ARTICLE 11
20
1. The Company is managed and chaired by a Board of Directors under the
supervision of the Board of Commissioners maximally consisting of 5 (five)
members of the Board of Directors, under the following composition:
a. a President Director; and
b. 4 (four) Directors.
2. The member of the Board of Directors is appointed from the qualified
Indonesian citizen in accordance with the prevailing legislative regulation.
Among the members of the Board of Directors and between the member of the
Board of Directors and the member of the Board of Commissioners shall have no
family relation up to the second (2(nd)) level, both according to straight line
and side line or son in law, brother/sister in law relation.
Members of the Board of Directors of the Company shall be appointed by a
General Meeting of Shareholders from candidates nominated by holder of Dwiwarna
'A' share and have gone through a nomination process in accordance with the
prevailing laws and regulations and such nomination shall bind a General Meeting
of Shareholders.
3. Members of the Board of Directors shall be appointed by a General
Meeting of Shareholders attended by holder of Dwiwarna 'A' share and more than
fifty percent (50%) and (read: of) [sic] the Company's total issued shares with
valid voting rights and the
21
resolutions shall be approved by holder of Dwiwarna 'A' share and more than
fifty percent (50%) of the total votes lawfully cast at the meeting.
The term of office of each member of the Board of Directors shall be for a
period commencing as of the date of the General Meeting of Shareholders
appointing him (them) and shall expire at the conclusion of the fifth (5(th))
Annual General Meeting of Shareholders after his (their) appointment date with
due observance of the prevailing laws and regulations.
The provision regarding the term of office of such member of the Board of
Directors shall not prejudice to the right of a General Meeting of Shareholders
to dismiss him at anytime prior to the expiration of his term of office if the
member of the Board of Directors is considered to be incapable of performing his
duties as stipulated in the Articles of Association and / or resolution of a
General Meeting of Shareholders and / or due to another reasons acceptable to a
General Meeting of Shareholders after such member of the Board of Directors is
given opportunities to attend a General Meeting of Shareholders to defend
himself.
Such a dismissal shall be effective as of the conclusion of the General
Meeting of Shareholders resolving such dismissal, unless another date is
stipulated otherwise by a General Meeting of Shareholders.
22
A member of the Board of Directors whose term of office has expired can be
reappointed only for one (1) term of office by a General Meeting of
Shareholders.
4. The member of the Board of Directors may be given salaries and other
allowances, position post merit of which amount will be determined by the
General Meeting of Shareholders and the authority by the General Meeting of
Shareholders may be delegated to the Board of Commissioners.
5. If due to any reason a term of office of the member of the Board of
Directors is vacant, the vacancy must be filled in the latest at the following
Annual General Meeting of Shareholders.
As long as the term of office has not been filled and the no replacement
has been made or the position has not posted, then another director appointed by
the Board of Commissioners, must perform the task of the Director with the same
power and authority.
The term of office of a person appointed to fill the vacancy shall be the
remaining period of the member of the Board of Directors of which the office has
been vacant.
6. If due any reason whatsoever the Company has no member of the Board of
Directors or all terms of office of the member of the Board of Directors are
vacant, then for the time being the Board of Commissioners is obligated to
perform the running task of the Board of Directors, with an obligation that in
the period of the latest
23
60 (sixty) days after the said vacancy to hold General Meeting of Shareholders
to fill the said vacancy.
If all members of the Board of Directors are suspended or due any reason
whatsoever no Board of Directors are appointed, the Board of Commissioners for
the time being shall manage the Company however it has only a right to take any
act of management with respect to the matters and the current activities.
7. A member of the Board of Directors has a right to resign from his/her
office by submitting a notice in writing to the Company on his/her wish at least
30 (thirty) days prior to date of resignation and the resigning member of the
Board of Directors can be accountable for responsibility from the appointment of
the persons concerned until the date of resignation, at the following General
Meeting of Shareholder.
8. The office of the member of the Board of Directors terminates if:
a. the term of office terminated;
b. resigning in accordance with the provision of section 7;
c. no longer meet the requirement of the prevailing legislation;
d. passed away;
e. dismissed based on the resolution of the General Meeting of Shareholders.
9. The member of the Board of Directors may not post/place another office
as hereunder mentioned:
24
a. The Board of Directors at other State Owned Enterprise or private company
or other office which perform the company management.
b. Structural office and other functional at the center or local government
institution/instance.
c. Other office which may cause any conflict of interest directly or
indirectly to the Company and/or having contradictory to the prevailing
legislative regulation.
10. For the double position of the Board of Directors excluded in the
provision of section 9 of this article or for exception of provision of section
9 of this article is required an approval from the meeting of the Board of
Commissioners which will further be reported to the following General Meeting of
Shareholders"
TASKS AND AUTHORITIES OF THE BOARD OF DIRECTORS
ARTICLE 12
1. The main tasks of the Board of Directors shall:
a. chair and manage the Company in accordance with the Company purpose;
b. Control, maintain and manage the Company assets.
2. The Board of Directors is duly responsible for implementing task for the
Company interest to achieve aims and objectives.
3. Each member of the Board of Directors with good faith and full of
responsibility is required to perform their tasks with observance to the
prevailing legislative regulation.
25
4.a. The Board of Directors shall be entitled to represent the Company in
and out of the Court of Justice in respect of any matters and in any events, to
bind the Company to another party and another party to the Company and to
perform any actions, both pertaining to management and ownership, under
restrictions stipulated in paragraph 5 of this article and with due observance
of the laws and regulations prevailing in the field of Capital Market in
Indonesia.
b. The Board of Directors as referred to in letter a of this paragraph
shall be represented by the President Director, and therefore, the President
Director shall be entitled and competent to act for and on behalf of the Board
of Directors and represent the Company.
c. In the event that the President Director is absent or prevented from
attending due to any reason whatsoever, of which impediment no evidence to any
third party shall be required, the Board of Directors shall be represented by
one of the Directors appointed in writing by the President Director and in the
event there is no appointment made by the President Director, a Director of the
longest incumbency shall be entitled to represent the Company and in the event
there is no Director of the longest incumbency, any of the eldest Directors in
the composition of the Company's Board of Directors shall be authorized to act
for and on behalf of the Board of Directors to represent the Company.
26
5. The Board of Directors shall first obtain written approval of the
Commissioners in order :
a. to purchase and / or sell shares of any other company through bourse
exceeding any number determined in any decision of the Commissioners;
b. to make investment or divestment in other Corporate body executed not via
the bourse;
c. to establish, transfer or dissolve any subsidiary;
d. to transfer, exchange, sell or purchase any business segment;
e. to enter into any license agreement and / or management contract;
The terms and condition as well as the type of license agreement and / or
management contract requiring approval of the Commissioners will be
regulated further in a decision of the Commissioners.
f. to transfer fixed assets and any other assets of the Company the value of
which is exceeding any certain amount determined in a decision of the
Commissioners;
g. to write off any bad debt and goods inventory the value of which is
exceeding any certain amount determined in a decision of the Commissioners;
h. to bind the company as guarantor (borg or avalist) having the financial
impact exceeding any certain amount determined in a decision of the
Commissioners;
27
i. to receive or make available medium / long term loan and to receive short
term loan which is not for operating in nature exceeding any certain amount
determined in action plan and budget of the company that has been ratified
in a decision of the Commissioners.
In giving written approval for the actions mentioned in letter a up to
letter i above, the Commissioners shall observe the laws and regulations
prevailing in Indonesia.
The written approval is articulated in the form of Decision of the
Commissioners signed by the President Commissioner and one of the Members the
Commissioners based on a resolution of the Commissioners meeting.
6. For the actions referred to in paragraph 5 letter a up to letter i
above, the Board of Directors shall first obtain an approval from a General
Meeting of Shareholders in case the value of investment / divestment to be
executed by the Company is material for the Company, namely complying with one
of the following two things :
a. ten percent (10%) and (read: of) [sic] the Company's revenue or any other
amount in accordance with the regulations of the capital market prevailing
at the time of transaction;
b. twenty percent (20%) of the Company's equity or any other amount in
accordance with the regulations of the capital market prevailing at the
time of transaction.
28
7. Any legal act to transfer, renounce rights or encumber all or a greater
part of the Company's assets the value of which is more than fifty percent (50%)
of the total value of the Company's assets in one financial year, either in a
single transaction or several independent or related transactions (except for
debt security, it shall be computed from the total value of the security that is
still in effect and force), the Board of Directors shall obtain an approval from
a General Meeting of Shareholders attended or represented by the shareholders
having at least three fourths (3/4) of the total number of shares with valid
voting rights and approved by at least three fourths (3/4) of the total number
of votes lawfully cast at the meeting.
If the stipulated quorum as referred to above is not reached, at the
earliest ten (10) days and at the latest twenty-one (21) days as of the first
meeting, the second meeting may be convened under the same agenda as required
for the first meeting. The call shall be served at the latest seven (7) days
before the second meeting, without calculating the date of call and the date of
meeting, and the prior notification/announcement of the call to the meeting
shall not be required; the second meeting shall be attended or represented by
the shareholders representing at least two thirds (2/3) of the total number of
shares with lawful voting
29
rights and the resolutions shall be approved by more than a half (1/2) of the
total number of votes lawfully cast at the meeting.
If the quorum of the second meeting is not reached, the third meeting may
be convened after having obtained approval from and complying with the
requirements stipulated by Chairman of the Capital Market Supervisory Board in
Indonesia.
8. The Board of Directors shall announce any legal act to transfer,
renounce rights or encumber the Company's assets as referred to in paragraph 7
hereof in two (2) Indonesian daily newspapers, one of which shall have a
National circulation and the other one published at the Company's domicile at
the latest thirty (30) days as of the legal act.
9. To perform the legal action in the form of transaction containing the
conflict of interest among the personal economic interest of the member of the
Board of Directors, the Board of Commissioners or the shareholders, and the
Company economic interest, the Board of Directors requires approval of the
General Meeting of Shareholders based on the majority pro-votes of the
shareholder having no conflict of interest as specified in article 23 section 8
hereunder.
10. If an event in which the Company interest conflicts to the personal
interest of one of the members of the Board of Directors, then upon the approval
of the Company's Board of Commissioners will be represented by another member of
the Board of Directors,
30
and in case the Company has contradictory interest with the interest of all
members of the Board of Directors, then the Company in this case will be
represented by the Board of Commissioners or one of the members of the Board of
Commissioners appointed by the meeting of the Board of Commissioners, one and
another without prejudice to the provision in section 9 of this article.
In case the Company has no member of the Board of Commissioners then
General Meeting of Shareholders may appoint one or more persons to represent the
Company in performing the abovementioned tasks.
11.a The President Director shall be entitled to and authorized to act for
and on behalf of the Board of Directors and to represent the Company.
b. In case the President Director is absent or prevented due to any reason
whatsoever, in which case is not evidenced to the third party, then the Board of
Directors will be represented by a Director appointed in writing by the
President Director and in case the President Director does not make any
appointment, then one of the oldest directors in case of term of office shall be
entitled to represent the Company and in case the Company has no the oldest
Director in case of term of office, then one of the oldest directors in case of
composition of the member of the Company's Board of Directors is authorized to
act for and on behalf of the Board of Directors and to represent the Company.
31
12. Without prejudice to the responsibility of the Board of Directors for
any specific action is entitled to appoint one or more persons as the proxy or
power with requirements determined by the Board of Directors in a special power
of attorney, such authority must be performed in accordance with the Articles of
Association.
13. All actions of the members of the Board of Directors having
contradiction to the Articles of Association shall not be valid.
14. The distribution of tasks and authorities of each member of the Board
of Directors is stipulated by the General Meeting of Shareholders and the
authority by the General Meeting of Shareholders can be delegated to the Board
of Commissioners.
15. The Board of Directors in managing and/or arranging the Company is
required to execute the resolution stipulated by the General Meeting of
Shareholders and the Board of Commissioners.
16. At the latest 60 (sixty) days prior to new accounting year is
commenced, the Board of Directors is required to submit working plan and Company
budget to the Board of Commissioners to ask for legalization to the meeting of
the Board of Commissioners".
BOARD OF DIRECTORS' MEETING
ARTICLE 13
1. The Meeting of the Board of Directors can be held any time if it is
considered as necessary upon the request of the President Director or by at
least 1/3 (one third) of the total members of the
32
Board of Directors or upon the request of the meeting of the Board of
Commissioners or upon the written request of 1 (one) or more shareholders
holding at least 1/10 (one tenth) of the total shares with legal voting right.
2. The call for meeting of the Board of Directors is conducted by the
member of the Board of Directors having right to represent the Board of
Directors according to the provision of article 11 of these Articles of
Association.
3. The call for Meeting of the Board of Directors must be submitted by a
registered letter or by a letter submitted in person to each member of the Board
of Directors with a satisfactory receipt or by telegram, telex, facsimile
confirmed by a registered letter at least 7 (seven) days prior to the meeting is
held, with regardless to the date of call for and the date of meeting.
If the matters which wish to be discussed will immediately be settled the
period of call for can be shortened to be at least 3 (three) days with
regardless the date of call for and the date of meeting.
4. The call for must mention the agenda, date, time and place of the
meeting;
5. The Meeting of the Board of Directors is held at the place of the
company domicile or at the place of Company main business activity.
33
If all members of the Board of Directors being present or represented, the
call for in advance is not required and the meeting of the Board of Directors
can be held any where in the territory of the Republic of Indonesia and the
meeting shall be entitled to take any legal and binding resolutions.
6. The Board of Directors' Meeting shall be chaired by President Director,
if the President Director is not present or is prevented, which matter need not
be proven to the third party, then the meeting shall be chaired by one of the
other members of the Board of Directors who is appointed by the Board of
Directors' Meeting.
7. A member of the Board of Directors can only be represented at the
Meeting of the Board of Directors by another member of the Board of Directors by
virtue of the power of attorney specially given for the said purpose.
8. The Board of Directors' Meeting shall be valid and entitled to make any
legal and binding resolutions if it is attended and or represented by more than
1/2 (one second) of the total members of the Board of Directors legally being
present or represented at the meeting.
9. The resolution of the Board of Directors' Meeting must be made based on
deliberation to achieve an agreement.
In case the resolution based on deliberation cannot be achieved then the
resolution is made by voting based on the
34
majority pro votes from the total votes legally cast at the meeting.
10. If the pro and contra votes are equal in number then the Chairman of
the meeting of the Board of Directors who will determine it.
11.a.Each member of the Board of Directors is entitled to cast 1 (one) vote
and 1 (one) additional vote for each other member of the Board of Directors to
be represented.
b. Voting concerning an individual is carried out by folded unsigned
ballot, the voting concerning other matters are conducted verbally,
unless the meeting Chairman determines otherwise without any objection
of the attendants.
c. Blank and illegal votes must be considered as not having been issued
and therefore is not calculated in determining the total votes.
12. From the matters discussed and decided at the Meeting of the Board of
Directors must be draw up Minutes of Meeting.
Minutes of Meeting of the Board of Directors must be drawn up by one of the
members of the Board of Directors being present at the Meeting appointed by the
Meeting Chairman or by an employee of the Company appointed for the said purpose
and must further be signed by the Meeting Chairman and one of the members of the
Board of Directors appointed to confirm the completeness and justification of
the Minutes.
35
If any dispute arises with respect to the matters contained in the Minutes
of Meeting of the Board of Directors, then it must be decided at the Meeting of
the Board of Directors, then it must be decided at the following meeting of the
Board of Directors and the resolution must be taken based on the pro-votes more
than 1/2 (one second) of the total members of the Board of Directors being
present or legally represented at the meeting.
The minutes are a legal receipt for the members of the Board of Directors
and for the third party with regard to the decision taken at the Meeting
concerned.
If the Minutes are drawn up by a Notary, such signature is not required".
13. The Board of Directors can also take any legal and binding resolutions
without convening the meeting of the Board of Directors, provided that all
members of the Board of Directors have been notified in writing with regard to
the proposal of resolution and all members of the Board of Directors give
approval on the proposal filed in writing and sign the approval.
The resolution taken in such manner has the same power with the resolution
legally taken at the meeting of the Board of Directors.
BOARD OF COMMISSIONERS
ARTICLE 14
1.
36
a. 1. The Commissioners consist of at least 2 (two) persons, one among them
is appointed as a President Commissioner
b. The Company has an Independent Commissioner who complies with the
requirements of the laws and regulations prevailing in the field of Capital
Market.
2. The member of the Board of Commissioners is appointed from the qualified
Indonesian Citizen in accordance with the prevailing legislative regulation.
Among the members of the Board of Commissioners and between the members of
the Board of Commissioners and the Board of Directors shall have no family
relation up to the 2(nd) (second) level, both according to straight line and
side line or son in law or brother/sister in law relation.
3. The member of the Board of Commissioners is appointed by the General
Meeting of Shareholders from the candidates nominated by the holder of Dwiwarna
serial A share. the Nomination binds the General Meeting of Shareholders.
4. Members of the Commissioners shall be appointed by a General Meeting of
Shareholders attended by holder of Dwiwarna 'A' share and more than fifty
percent (50%) of the Company's total issued shares with valid voting rights and
the meeting resolutions shall be approved by holder of Dwiwarna 'A' share and
more than fifty percent (50%) of the total votes lawfully cast at the meeting.
37
The term of office of each member of the Commissioners shall be for a
period commencing as of the date of the General Meeting of Shareholders
appointing him (them) and shall expire at the conclusion of the fifth (5(th))
Annual General Meeting of Shareholders after his (their) appointment date with
due observance of the prevailing laws and regulations.
The provision regarding the term of office of such member of the
Commissioners shall not prejudice to the right of a General Meeting of
Shareholders to dismiss him at anytime prior to the expiration of his term of
office if such member of the Commissioners is considered to be incapable in
performing his duties as stipulated in the articles of association and / or
resolution of a General Meeting of Shareholders after such member of the
Commissioners is given opportunities to attend the General Meeting of
Shareholders to defend himself.
Such a dismissal shall be effective as of the conclusion of the General
Meeting of Shareholders resolving such dismissal, unless any other date is
stipulated otherwise by a General Meeting of Shareholders.
5. A member of the Commissioners whose term of office has expired can be
reappointed only for one (1) term of office by a General Meeting of
Shareholders.
38
6. The members of the Board of Directors is given salaries and/or
allowances, inclusive of position post merit of which amount is determined by
the General Meeting of Shareholders.
7. Members of the Commissioners may not assume concurrent position of an
active employee of the Company and or any other position at any private
undertaking creating a conflict of interests, either directly or indirectly,
with the Company's interest.
8. If due to any reason, the position of a member of the Commissioners is
vacant, such vacancy shall be filled at the latest at the next General Meeting
of Shareholders, unless the members of the Commissioners are less than two (2)
persons, then a General Meeting of Shareholders shall be convened within a
period of sixty (60) days as of such vacancy in order to fill such vacancy.
The term of office of a person appointed to fill the said vacancy is the
remaining term of office of the members of the Board of Commissioners of which
term of office is vacant.
9. In case of any addition of total members of the Board of Commissioners,
then the term of office of the new members of the Board of Commissioners will
terminate together with the expiry of the term of office of another member of
the Board of Commissioners which has been existed.
39
10. A member of the Board of Commissioners shall be entitled to resign from
his/her term of office by notifying in writing with respect to the purpose to
the holder of Dwiwarna serial A share by submitting a copy to the Board of
Directors and the Board of Commissioners at least 30 (thirty) days prior to the
date of resignation and to the member of the Board of Commissioners resigning as
above-mentioned, remain accountable for responsibility as the member of the
Board of Commissioners from the appointment up to the date of resignation".
11. The term of office of the member of the Board of Commissioners
terminated if:
a. the term of office terminated;
b. resigning in accordance with the provision section 10;
c. no longer meet the prevailing legislative requirement ;
d. passed away;
e. dismissed based on the General Meeting of Shareholders.
TASKS AND AUTHORITIES OF THE BOARD OF COMMISSIONERS
ARTICLE 15
1. The Board of Commissioners has tasks:
a. to conduct supervision to the policy of the Company arrangement performed
by the Board of Directors and provide consultation to the Board of
Directors inclusive of the Company development plan, working plan and
Company annual budget, implementation of the provision of the Company's
Articles of Association and the resolution of the General
40
Meeting of Shareholders and the prevailing legislative regulation;
b. to perform tasks, authority and responsibility in accordance with the
provision of the Company's Articles of Association and the resolution of
the General Meeting of Shareholders;
c. to execute the Company interest with observance to the interest of the
shareholders and responsible to the General Meeting of Shareholders;
d. to peruse and examine the annual report prepared by the Board of Directors
and signed the annual report.
2. With respect to the tasks of the Board of Commissioners specified in
section 1 of this article, then the Board of Commissioners is required to:
a. Give suggestion and opinion to the General Meeting of Shareholders with
respect to the Company development plan, working plan, and Company annual
budget and amendment and addition, periodical report and other reports from
the Board of Directors;
b. Supervise the implementation of working plan and Company budget, to submit
the Appraisal result and opinion to the shareholders;
c. Legalize working plan and Company budget in a period at the latest prior to
the new current budget year of the Company. In case of working plan and the
Company budget has not been legalized in the above period, then the working
plan and
41
Company budget proposed by the Board of Directors considered being inforce
as the working plan and Company budget which has been legalized.
d. Monitor the development of Company activity and in case of the Company
shows retreats, immediately ask for the Board of Directors to announce to
the shareholders and provide suggestion with respect to the remedy being in
process.
e. Give suggestion and opinion to the General Meeting of Shareholders on
another issue considered as necessary for the Company arrangement.
f. Propose to the General Meeting of Shareholders on the appointment of public
accountant who will examine the Company financial condition to be reported
in the General Meeting of Shareholders;
g. Perform the tasks of other supervision determined by the General Meeting of
Shareholders;
h. Give a response to the periodic report from the Board of Directors with
respect to the Company development to the Shareholder on time.
3. The members of the Board of Commissioners jointly or severally any time
during Company business hour shall be entitled to enter the building and yard or
other places used or controlled by the Company and shall be entitled to examine
all accountings, documents, other instrument of evidences, stocks, to examine
and verify the cash condition (money for verification need) and other
42
securities and shall be entitled to know all actions performed by the Board of
Directors.
4. If it is considered as necessary the Board of Commissioners shall be
entitled to ask for an expert in performing tasks for indefinite period at the
Company expenses.
5. Work distribution among the members of the Board of Commissioners is
regulated by them, and to expedite the tasks the Board of Commissioners may be
assisted by a secretary appointed by the Board of Commissioners based on the
suggestion of the holder of Dwiwarna serial A share at the Company expenses.
6. The Board of Directors and each member of the Board of Directors are
required to give explanation on all matters questioned by the member of the
Board of Commissioners or the expert assisting him/her.
7. The Meeting of the Board of Commissioners shall at any time be entitled
to suspend one or more members of the Board of Directors from his office, if the
member of the Board of Directors concerned acts contradictory to the Articles of
Association and the prevailing legislative regulation or fails their obligation
or any urgent reason for the Company.
8. The such suspension must be notified to the person concerned accompanied
by the reason for taking the said action.
9. In the period of at the latest 30 (thirty) days after the such
suspension, the Board of Commissioners is required to hold an Extraordinary
General Meeting of Shareholders which will decide
43
whether the member of the Board of Directors concerned will be suspended forever
or will be re-instated to the initial position, meanwhile the suspended member
of the Board of Directors is given a chance to defend himself.
10. The Meeting in section 9 of this article is chaired by the President
Commissioner and if he/he is absent, in which such absence is not required to be
proven to other party, then the Meeting is chaired by one of other member of the
Board of Commissioners appointed for that purpose by the Meeting and if no
member of the Board of Commissioners is present, the Meeting then is chaired by
one person appointed by and from among them being present at the meeting and the
call for meeting must be made in accordance with the provision specified in
Article 21 hereunder.
11. If the General Meeting of Shareholders in section 9 of this Article is
not held in a period of 30 (thirty) days after such suspension, then the such
suspension shall automatically be void according to the law, and the person
concerned shall be entitled to re-instate to the initial position.
12. If due to any reason whatsoever, the Company has no one member of the
Board of Commissioners, in the period of at the latest 60 (sixty) days after the
said vacancy, must then be held an Extraordinary General Meeting of Shareholders
to appoint a new Board of Commissioners".
BOARD OF COMMISSIONERS' MEETING
ARTICLE 16
44
1. The Meeting of the Board of Commissioners may be held at least each 3
(three) months or any time if considered as necessary by the President
Commissioner or by 1/3 (one third) of the total members of the Board of
Commissioners or upon the request in writing of the Meeting of the Board of
Directors or upon the request of 1 (one) or more shareholders holding at least
1/10 (one tenth) of the total shares with legal voting right.
The Meeting of the Board of Commissioners to legalize the working plan and
the Company budget is held at the latest in December prior to the new current
accounting year of the Company.
2. The call for meeting of the Board of Commissioners is convened by the
President Commissioner, in case he/she is prevented the meeting is chaired by
the member of the Board of Commissioners appointed by the President
Commissioner.
3.The Call for Meeting of the Board of Commissioner is submitted to each
member of the Board of Commissioners by a registered letter or submitted in
person by receiving a satisfactory receipt or by telegram, telefax, facsimile
which is immediately confirmed by a registered letter at least 7 (seven) days
and in case of urgent at least 3 (three) days prior to the meeting is held with
regardless the date of call for and the date of meeting.
4. The calls for meeting must mention the agenda, date, time and place of
the Meeting;
45
5. The Meeting of the Board of Commissioners is held at the Company
domicile or at the place the Company conducts the main business activity.
If all members of the Board of Commissioners are present or represented,
the call for in advance is not required and the Meeting of the Board of
Commissioners can be held at the place of domicile or at the place the Company
conducts its main business activity or at other places in the territory of the
Republic of Indonesia as determined by the Board of Commissioners and the
meeting shall be entitled to take any legal and binding resolutions.
6. The Board of Commissioners' Meeting shall be chaired by the President
Commissioner, if the President Commissioner is not present or is prevented, in
which matter need not be proven to the third party, the Meeting shall be chaired
by one of the other members of the Board of Commissioners who is appointed by
and from among attendants.
7. Another member of the Board of Commissioners may only be represented at
the Meeting of the Board of Commissioners by another member of the Board of
Commissioners based on a power of attorney specially given for that purpose.
8. The Board of Commissioners' Meeting shall only be legal and may make any
legal and binding resolutions when attended and or represented by at least 1/2
(one second) of the total members of the
46
Board of Directors being present or represented at the at the Meeting.
9. The resolution of the Meeting of the Board of Commissioners must be
taken based on deliberation to achieve an agreement.
In case the resolution based on deliberation to achieve an agreement cannot
be achieved then the resolution is taken based on the majority ordinary
pro-votes of the total legal votes cast at the meeting.
10. If the pro and contra votes are equal in number the proposal then is
considered void, unless the Chief of the Meeting of the Board of Commissioners
himself determines it.
11.a.Each member of the Board of Commissioners is entitled to cast 1 (one)
vote and an additional 1 (one) vote for each other member of the Board of
Commissioners being represented.
b. Voting concerning an individual is carried out by folded unsigned
ballot, the vote concerning other matters are conducted verbally.
c. Blank and illegal votes must be considered as not having been cast and
issued and therefore is not calculated in determining the total votes.
12. From the matters discussed and decided at the meeting of the Board of
Commissioners must be drawn up Minutes of Meeting and as its legalization must
be signed by the Meeting Chairman and by one of the members of the Board of
Commissioners appointed among them who are present at the Meeting.
47
If the minutes are drawn up by Notary, the signature is not required.
13. Minutes of the Meeting of the Board of Commissioners drawn up and
signed according to the provision in section 12 of this article will come in
effect as a legal receipt, both for the members of the Board of Commissioners
and the third party on the resolution of the Board of Commissioners taken at the
Meeting concerned".
14. The Board of Commissioners may also make any legal and binding
resolutions without holding a meeting, provided that all members of the Board of
Commissioners have acknowledged the suggestion concerned and agreed and declared
this matters concerned by signing a written approval.
The resolutions taken by such manner have the same power to those legally
taken at the Board of Commissioners Meeting.
FISCAL YEAR
ARTICLE 17
1. The Company's fiscal/accounting year shall start on the 1(st) (first) of
January and end on the 31(st) (thirty-first) of December of the same year.
-At the end of December each year, the company's books are closed.
2. At the latest within 5 (five) months after the Company's books are
closed, the Board of Directors shall prepare an annual report according to the
provisions of prevailing laws and regulations, signed by all members of the
Board of Directors and
48
Commissioners, for submission to and in order to obtain approval and
ratification of the Annual General Meeting of Shareholders.
The Annual Report audited by any Public Accountant registered with the
Capital Market Supervisory Board shall be made available at the Office of the
Company at the latest on the date of call to Annual General Meeting of
Shareholders, for inspection by the shareholders.
The Company shall announce Balance Sheet and Profit & Loss Statement in two
(2) Indonesian daily newspapers, one of which shall have a national circulation
and the other one published at the Company's domicile no later than the end of
the third month after the financial year ends.
GENERAL MEETING OF SHAREHOLDERS
ARTICLE 18
1. The General Meeting of Shareholders in the company are:
a. Annual General Meeting of Shareholders as stated in article 19 of these
Articles of Association;
b. Other General Meeting of Shareholders, hereinafter in the Articles of
Association are referred to as the Extraordinary General Meeting of
Shareholders namely the General Meeting of Shareholders held any time by
virtue of the need.
2. The terms of General Meeting of Shareholders in the Articles of
Association mean both of Annual General Meeting of
49
Shareholders and Extraordinary General Meeting of Shareholders unless expressly
determined otherwise.
ANNUAL GENERAL MEETING OF SHAREHOLDERS
ARTICLE 19
1. The Annual General Meeting of Shareholders must be convened once a year,
at the latest in June after the Company books are closed.
2. At the Annual General Meeting of Shareholders:
a. The Board of Directors is required to propose the annual account consisting
of balance sheet and loss/profit account for the accounting year concerned
and the explanation of the document and those which have been examined by
the public accountant which must be proposed to obtain the approval and
legalization of the meeting.
b. The Board of Directors is required to present the annual report on the
Company condition and operation, financial administration of the accounting
year concerned, the result achieved, estimation on the Company development
in the future, the Company main activity and its amendment during the
accounting year and the detail of arising problem during the accounting
year impacting the Company activity to obtain the approval of the meeting.
c. The Board of Directors is required to submit the use plan of Company
profit.
50
d. The Board of Directors is required to propose on the appointment of public
accountant registered in the Capital Market Supervisory Board proposed by
the Board of Commissioners for the purpose of examining the current
accounting year.
e. The Board of Directors is required to present other matters for the Company
purpose in accordance with the provision of the Articles of Association.
3. The legalization of the annual account by the Annual General Meeting of
Shareholders it means to give full acquittal and discharge to the members of
Board of Directors and the Board of Commissioners of his/their arrangement and
supervision which have been conducted during the last fiscal/accounting year, as
long as said actions are reflected in the annual account.
4. If the Board of Directors and the Board of Commissioners fail to hold
the Annual General Meeting of Shareholders on the schedule then 1 (one) or more
shareholders holding at least 1/10 (one tenth) of total shares with legal voting
rights shall be entitled to call for the Annual General Meeting of Shareholders
at the Company expenses after obtaining the permit from the Chief of District
Court of which jurisdiction covers the place of the Company domicile.
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
ARTICLE 20
51
1. The Board of Directors may hold an Extraordinary General Meeting of
Shareholders any time required by the Board of Directors.
2. The Board of Directors or the Board of Commissioners are obligated to
hold an Extraordinary General Meeting of Shareholders at the written request of
1 (one) or more shareholders jointly holding at least 1/10 (one tenth) parts of
the total number of shares with legal voting right.
The said request shall be submitted in writing by mentioning the matters
that will be discussed and accompanied by its reason.
3. If the Board of Directors or the Board of Commissioners fail to hold an
Extraordinary General Meeting of Shareholders specified in section 2 after
elapsing the period of 30 (thirty) days as of receiving the said request, the
member of the Board of Commissioners or the shareholders concerned signed the
request shall be entitled to hold that Meeting at the Company's expenses, after
obtaining the permit of the Chief of District Court of which jurisdiction covers
the place of the Company domicile.
4. The implementation of meeting as specified in section 3 must observe the
stipulation of the Chief of the District Court issuing the permit.
PLACE AND CALL FOR GENERAL MEETING OF SHAREHOLDERS
ARTICLE 21
1. The General Meeting of Shareholders is held at the Company domicile or
at the place the Company conducts its main activity or
52
at the place of Stock Exchange domicile in Indonesia at the place in which the
Company shares are listed.
2. At least 14 (fourteen) days prior to submitting the call for General
Meeting of Shareholders, the party having a right to give the call for must
notify to the shareholders by putting an advertisement at least in 2 (two) daily
newspapers publishing in Indonesia, 1 (one) of them in Indonesian newspaper
having wide circulation in the territory of the Republic of Indonesia and the
other 1 (one) in English newspaper as defined by the Board of Directors, that
the call for General Meeting of Shareholders will be held.
The call for General Meeting of Shareholders must be submitted to the
shareholders by an advertisement at least in to 2 (two) daily newspapers
publishing in Indonesia, 1 (one) of them in Indonesian newspaper having wide
circulation in the territory of the Republic of Indonesia and the other 1 (one)
in English newspaper or circulating at the place of Stock Exchange domicile in
Indonesia at the place in which the Company shares are listed as defined by the
Board of Directors.
The call for General Meeting of Shareholders must be held:
a. at least 14 (fourteen) days prior to the date of Extraordinary General
Meeting of Shareholder with regardless to the date of call for and the date
of meeting.
53
b. at least 21 (twenty one) days prior to the date of Annual General Meeting
of Shareholders with regardless to the date of call for and the date of
meeting.
3. The call for General Meeting of Shareholders must contain the day, date,
time, place and meeting agenda and accompanied by notification that the
subject-matter to be discussed at the meeting has been provided at the Company
office as of the day of call for up to the date of meeting is held.
The call for Annual General Meeting of Shareholders must also contain the
notification that the annual report as specified in article 17 section 2 has
been provided at the Company office as of the date of call for meeting and that
the copy of balance sheet and loss/profit account from the last accounting year
may be obtained from the Company upon the request in writing from the
shareholders.
4. The proposals of the shareholders must be entered into in the minutes of
General Meeting of Shareholders if:
a. the proposal concerned has been proposed in writing to the Board of
Directors by one or more shareholders holding at least 10% (ten percent) of
the total shares with legal voting right.
b. the proposal concerned has been received by the Board of Directors at least
7 (seven) days prior to the date of call for Meeting concerned issued.
c. in opinion of the Board of Directors the proposal is considered directly
relating to the Company business.
54
CHAIRMAN AND MINUTES OF GENERAL MEETING OF SHAREHOLDERS
ARTICLE 22
1. If in these Articles of Association are not determined otherwise, then
the General Meeting of Shareholders must be chaired by the President Director,
in case the President Director is absent or indisposed, due to any reason
whatsoever in which case shall not be proved to the third party, the Meeting
shall be chaired by the member of the Board of Commissioners being present at
the meeting and in case all members of the Board of Commissioners are not
present or indisposed due to any reason whatsoever in which case shall not be
proven to the third party, the Meeting shall be chaired by the President
Director, in case the President Director is not present or indisposed due to any
reason whatsoever in which case shall not be proven to the third party the
meeting is chaired one of another members of the Board of Directors being
present at the meeting, in case all members of the Board of Directors are not
present or indisposed due to any reason whatsoever in which case shall not be
proven to the third party, the meeting then is chaired by a person appointed by
and from among them being present at the meeting.
2. Those who are present at the Meeting must prove their authority to
attend at the Meeting, that is in accordance with the requirement determined by
the Board of Directors or the Board of Commissioners at the time of call for
Meeting, such requirement is for the shares listed at the Stock Exchange with
observance to the
55
prevailing legislative regulation in the field Capital Market in Indonesia.
3. From whatever discussed and decided at the General Meeting of
Shareholders, is drawn up Minutes of Meeting by Notary;
Minutes of Meeting shall be a legal receipt for all shareholders and the
third party on the resolution and everything taken place at the meeting.
QUORUM, VOTES AND DECISIONS
ARTICLE 23
1. a. The General Meeting of Shareholders may be held if it is attended by
the shareholders representing at least more than 50% (fifty percent) of the
total shares with legal voting right issued by the Company, unless otherwise
determined in these Articles of Association.
b. In case the quorum as set forth in section 1 a cannot be achieved then
the second meeting can be held without announcement/notification in advance on
holding of the call for meeting.
c. The second meeting is held at least 10 (ten) days and at the latest 21
(twenty one) days as of the first Meeting under the same term and agenda as
required for the first Meeting unless with respect to the quorum requirement as
set forth in item d and the call for meeting must be made at the latest 7
(seven) days prior to the second Meeting, without regardless the date of call
for and the date of Meeting.
56
d. The second Meeting is valid and shall be entitled to take the binding
resolution if it is attended by the shareholders or his legal proxy of the
shareholders holding at least 1/3 (one third) of the total shares with legal
voting rights.
e. In case the quorum of the second meeting cannot be achieved, upon the
application for the Company the second quorum is stipulated by the Chief of
District Court of which jurisdiction covers the place of Company domicile.
2. The shareholders may be represented by another shareholder or other
person with a power of attorney.
The power of attorney must be drawn up and signed in such form determined
by the Company's Board of Directors, without prejudice to the provision of the
prevailing Laws and legislative regulation on civil evidence and must be filed
to the Board of Directors at least 3 (three) business days prior to the date of
General Meeting of Shareholders concerned.
The meeting chairman shall be entitled to ask in order that the power of
attorney to represent the shareholders is introduced to him at the time of the
meeting is held.
3. At the meeting, each share gives right to its holder to cast 1 (one)
vote.
4. The member of the Board of Directors, the member of the Board of
Commissioners and the Company employee may act as the proxy at the meeting but
their votes cast as the proxy at the meeting are not counted in the voting.
57
5. Voting with respect to an individual is conducted by folded unsigned
ballot and on other matters conducted verbally, unless if the Meeting Chairman
otherwise determines without any objection of 1 (one) or more shareholders
jointly representing at least 10% (ten percent) of the total shares with legal
voting rights.
6. Blank and illegal votes is considered void and not to be counted in
determining the total votes cast at the meeting.
7. All resolutions are taken by virtue of deliberation to achieve an
agreement.
In case of resolution based on deliberation cannot be achieved, the
resolution is taken by voting based on pro-votes at least more than 50% (fifty
percent) of the total votes legal cast at the meeting, unless if in the Articles
of Association otherwise determined as regulated in section 3 of Article 11,
section 4 Article 14, section 1 Article 26, section 1 Article 27 and section 1
Article 28 of these Articles of Association.
If the pro and contra votes are equal in number, if it concerns on an
individual must be balloted, meanwhile on other matters the proposal must be
rejected.
8.a The resolution with respect to the transaction having conflict of
interest as specified in Article 12 section 9 must taken at the General Meeting
of Shareholders specially held for the said purpose attended by the independent
shareholder, that is the shareholder who has no conflict of interest of the said
transaction (hereinafter referred to ("Independent Shareholder") holding more
58
than 50% (fifty percent) of the total shares with legal voting rights held by
the Independent Shareholder without prejudice to the provision of section 1 item
a of this Article, and the resolution is taken based on the pro-votes of the
Independent Shareholder holding more than 50% (fifty percent) of total shares
with legal votes held by all Independent Shareholders.
8.b. In making resolution, the Main shareholders, the member of the Board
of Directors and the Board of Commissioners having conflict of interest with the
transaction shall not be entitled to give suggestion and opinion.
8.c. Any resolution taken by the Independent Shareholder must be confirmed
by the whole Meeting quorum, which will be followed by all shareholders being
present at the meeting, inclusive of the shareholders having the conflict of
interest.
8.d. If at the first meeting, it is apparent that the total Independent
Shareholders attended or represented insufficiently meets with the quorum
requirement determined by the first Meeting, then upon the request of the
Company the second Meeting can be held after sending a call for Meeting (but
without notice for the call for Meeting as specified in Article 21), provided
that at the Meeting is attended or represented by the Independent Shareholder
holding more than 50% (fifty percent) of the total shares with legal voting
right held by the Independent shareholder and the resolution is taken based on
the pro-votes more than 50% (fifty
59
percent) of the total votes held by the independent shareholder
attended/represented at the Meeting.
If the quorum at the second meeting cannot be achieved, then the third
meeting can be held, after obtaining the approval of and in accordance with the
requirement determined by the Chief of Capital Market Supervisory Board.
The third meeting can only approve the transaction if it is agreed by the
Independent Shareholder representing more than 50% (fifty percent) of the total
shares held by the Independent Shareholder attended or represented at the
Meeting.
9. Everything proposed by the shareholders as long as having discussion or
voting at the General Meeting of Shareholders must comply with the following
requirements:
a. In opinion of the Meeting Chairman those directly relate to one of meeting
agenda concerned; and
b. The matters proposed by one or more shareholders jointly holding at least
10% (ten percent) of the total shares with legal voting rights.
c. In opinion of the Board of Directors the proposal is considered directly
relates to the Company business.
USE OF PROFITS
ARTICLE 24
1. The Meeting of the Board of Directors must file the proposal to the
Annual General Meeting of Shareholders on the use of the Company net profit in
an accounting year as contained in the
60
Annual Account legalized by the Annual General Meeting of Shareholders, in which
proposal can be stated the undivided net profit which will be used as reserved
fund, as specified in article 25, and the proposal with respect to the amount of
dividend which may be distributed, one and another without prejudice to the
right of the General Meeting of Shareholders to decide otherwise.
2. In case the Annual General Meeting of Shareholders does not determine
other usage, the net profit after being reduced by the reserved fund which is
required by the prevailing legislative regulation and the Articles of
Association is divided as dividend.
3. Dividend can only be paid in accordance with the capability of the
Company finance based on the resolution taken at the General Meeting of
Shareholder, in which resolution must also be determined the schedule of payment
and the type of dividend.
Dividend for one share must be paid to a person of behalf of whom the said
share registered in the Shareholder Register on business day which will be
determined by or upon the authority of the General Meeting of Shareholders in
which resolution for the distribution of dividend is taken.
The day of payment must be announced by the Board of Directors to all
shareholders.
Article 21 section 2 comes in mutatis mutandis for the said announcement.
4. If the loss-profit account in a fiscal/accounting year shows a loss
which cannot be covered by the reserved funds, then
61
the loss must remain recorded in the profit-loss account and, subsequently, for
the following years, the Company must be considered not to have earned profits
as long as the loss recorded in the profit-loss account has not been fully
covered, without prejudice to the provision of the prevailing legislative
regulation.
5. The Board of Directors based on the resolution of the Meeting of the
Board of Directors upon the approval of the meeting of the Board of
Commissioners shall be entitled to distribute provisional dividend if the
condition of Company finance enables it, provided that the provisional dividend
will be counted with the dividend to be distributed based on the resolution of
the following Annual General Meeting of Shareholders taken in accordance with
the provision in the Articles of Association.
6. In consideration of the Company opinion in the accounting year concerned
from the net revenue as mentioned in the balance sheet and loss-profit account
legalized by the Annual General Meeting of Shareholders and after being withheld
by Income Tax, can be given tantieme to the members of the Company's Board of
Directors and Board of Commissioners of which amount is determined by the
General Meeting of Shareholders.
7. The profits distributed as dividend which have not been demanded after 5
(five) years after being provided for payment, shall be entered in the reserved
fund specially designed for that purpose.
62
Dividend in the special reserved fund can be taken by the shareholders
having right prior to the elapse of the period of 5 (five) years by submitting
evidences of right on share acceptable by the Company's Board of Directors.
The dividend which is not taken after the elapse of the said period shall
be the property of the Company.
USE OF RESERVED FUND
ARTICLE 25
1. The part of profit provided for the reserved fund is determined by the
General Meeting of Shareholders in consideration of the proposal of the Board of
Directors (if any) and with observance to the prevailing legislative regulation.
2. The reserved fund up to the amount of at least 20% (twenty percent) of
the amount of subscribed capital is only used to cover the loss suffered by the
Company.
3. If the amount of reserved fund exceeds 20% (twenty percent) the General
Meeting of Shareholders may decide in order to the reserved fund exceeding the
amount as determined in section 2 used for the Company need.
4. The Board of Directors must manage the reserved fund to earn profit by
such manner considered as good upon the approval of the Board of Commissioners
and with observance to the prevailing legislative regulation.
5. Any interest and other profit earned from the reserved fund must be
entered into the loss-profit account of the Company.
63
AMENDMENT OF ARTICLES OF ASSOCIATION
ARTICLE 26
1. Amendment of Articles of Association is stipulated by the General
Meeting of Shareholders attended by the holder of Dwiwarna serial A share and
other shareholders or their legal proxy jointly representing at least 2/3 (two
third) of the total shares issued having legal voting right and the resolution
is approved by the holder of Dwiwarna serial A share and other shareholders or
their legal proxy jointly representing at least 2/3 (two third) of the total
votes legally cast at the meeting.
Amendment of Articles of Association must be drawn up by Notarial deed and
into Indonesian language.
2. Amendment of the provision of Articles of Association concerning any
change of name, aim and objective, business activity, period of Company
establishment, the amount of authorized capital, decrease of subscribed and
deposited capital and change of the Company status from the closed company to
public company or vice verse is required to obtain the approval of the Minister
of Justice of the Republic of Indonesia.
3. Amendment of Articles of Association other than concerning the matters
as mentioned in section 2 of this article is sufficiently reported to the
Minister of Justice of the Republic of Indonesia at the latest 14 (fourteen)
days as of the resolution of the General Meeting of Shareholders on the
amendment and registered in the Company Obligatory Register.
64
4. If at the meeting specified in section 1 the determined quorum cannot be
achieved, then at the least 10 (ten) days and at the latest 21 (twenty one) days
after the first meeting can be held the second meeting under the same agenda and
requirement as required for the first meeting, unless with regard to the period
of call for must be conducted at the latest 7 (seven) days prior to the second
meeting excluded the date of call for and the date of meeting and the call for
meeting is required announcement/notification in advance and the resolution is
approved by the holder of Dwiwarna serial A share and other shareholders or
their legal proxy jointly holding 51% (fifty one percent) of the total votes
legally cast at the meeting.
If the quorum at the second meeting cannot be achieved, the third meeting
can be held, after obtaining approval from and in accordance with the
requirement determined by the Chief of Capital Market Supervisory Board in
Indonesia.
5. The resolution with regard to the capital decrease must be notified in
writing to all Company creditors and announced by the Board of Directors in the
Official Gazette of the Republic of Indonesia and at least into 2 (two) daily
newspaper publishing in Indonesia, one of them in Indonesian language having
wide circulation in the territory of the Republic of Indonesia and the other 1
(one) in English, at the latest 7 (seven) days as of the date of resolution with
regard to capital decrease.
65
MERGER, AMALGAMATION AND ACQUISITION
ARTICLE 27
1. With observance to the provision of the prevailing legislative
regulation in the field of Capital Market, then any merger, amalgamation and
acquisition can only be held based on the resolution of the General Meeting of
Shareholders attended by the holder of Dwiwarna serial A share and other
shareholders or their legal proxy jointly representing at least 3/4 (three
fourth) of the total shares with legal voting right and the resolution is
approved by the holder of Dwiwarna serial A share and other shareholders or
their legal proxy jointly representing at least 3/4 (three fourth) of the total
votes legally cast at the meeting.
If at the meeting specified in section 1 the determined quorum cannot be
achieved, then at least 10 (ten) days and at the latest 21 (twenty one) days
after the first meeting can be held the second meeting with the same agenda as
the first meeting.
The call for meeting must be sent at the latest 7 (seven) days prior to the
second meeting, excluded the date of call for and the date of meeting, and the
call for meeting is not required announcement/notification in advance and at the
second meeting must be attended by the holders of Dwiwarna serial A share and
other shareholders or their legal proxy jointly representing at least 2/3 (two
third) of the total shares with legal voting right and the resolution is agreed
by the holder of Dwiwarna serial A share and
66
other shareholders or their legal proxy jointly representing more than 1/2 (one
second) of the total votes legally cast at the meeting.
If the quorum in the second meeting cannot be achieved, the third meeting
can be held, after obtaining approval of and in accordance with the requirement
determined by the Chief of Capital Market Supervisory Board in Indonesia.
2. The Board of Directors is required to announce at least in 2 (two) daily
newspapers publishing in Indonesia, one of them in Indonesian having wide
circulation in the territory of the Republic of Indonesia and the other 1 (one)
in English with regard to any plan of merger, amalgamation and acquisition of
the company at the latest 14 (fourteen) days prior to call for General Meeting
of Shareholders.
DISSOLUTION AND LIQUIDATION
ARTICLE 28
1. With observance to the provision of the prevailing legislative
regulation, then company dissolution can only be held based on the resolution of
the General Meeting of Shareholders attended by the holder of Dwiwarna serial A
share and other shareholders or their legal proxy jointly representing at least
3/4 (three fourth) of the total shares with legal voting right and the
resolution is approved by the holder of Dwiwarna serial A share and other
shareholders or their legal proxy jointly representing at least 3/4 (three
fourth) of the total votes legally cast at the meeting.
67
If at the meeting specified in section 1 the determined quorum cannot be
achieved, the at least 10 (ten) days and at the latest 21 (twenty one) days
after the first meeting can be held the second meeting with the same agenda as
the first meeting.
The call for meeting must be sent at the latest 7 (seven) days prior to the
second meeting, excluded the date of call for and the date of meeting, and the
call for meeting is not required announcement/notification in advance and at the
second meeting must be attended by the holder of Dwiwarna serial A share and
other shareholders or their legal proxy jointly representing at least 2/3 (two
third) of the total shares with legal voting right and the resolution is agreed
by the holder of Dwiwarna serial A share and other shareholders or their legal
proxy jointly representing more than 1/2 (one second) of the total votes legally
cast at the meeting.
If the quorum in the second meeting cannot be achieved, the third meeting
can be held, after obtaining approval of and in accordance with the requirement
determined by the Chief of Capital Market Supervisory Board in Indonesia.
2. If the Company is dissolved, either due to the establishment period was
expired or the company is dissolved based on the resolution of the General
Meeting of Shareholders or due to stated bankrupt based on the stipulation of
Court, the liquidator then must liquidate it.
3. The Board of Directors under the supervision of the Board of
Commissioners acts as liquidator if at the resolution of the
68
General Meeting of Shareholders or the stipulation as specified in section 2
does not appoint liquidator.
4. Honorarium for Liquidators is determined by the General Meeting of
Shareholders or based on the stipulation of Court.
5. Liquidators are required to register in the Company Obligatory Register,
to announce in the Official Gazette and in 2 (two) daily newspapers publishing
in Indonesia, one of them in Indonesian newspaper having wide circulation in the
territory of the Republic of Indonesia and the other one in English newspaper in
accordance with the consideration of the Board of Directors and with the
notification for that purpose to the creditors, and reported to the Minister of
Justice of the Republic of Indonesia and the Capital Market Supervisory Board
(Bapepam) in accordance with the prevailing legislative regulation.
6. The Articles of Association as mentioned in this deed and the amendment
in the future remains in effect until the date of legalization of the
liquidation account by the General Meeting of Shareholders based on the approval
of the majority votes legally cast and to give full acquittal and discharge to
the liquidator.
7. The surplus of liquidation account must be distributed to the
shareholders, each will receive the portion according to the ratio of the total
nominal value fully paid for their shares.
8. The liquidating party is also required to announce the distribution plan
of the remaining assets after being liquidated at least in 2 (two) daily
newspapers, one of them in Indonesian
69
newspaper having wide/national circulation and the other one in English
newspaper and in the Official Gazette of the Republic of Indonesia.
CONCLUDING PROVISIONS
ARTICLE 29
-The General Meeting of Shareholders must decide any matters that are not
or insufficiently arranged in these `Articles of Association.
Finally the appeasers acting as above mentioned declare, herewith authorize
Mr. Mohamad Ardun, Sarjana Ekonomi, Notary Office employee, residing in
Tangerang Regency and
- -both jointly and severally with the right to transfer this authority to other
party, to apply for approval and to report and register to the authorized
instance concerning the amendment of several provisions of the Company's
articles of association stated in this deed, and to arrange amendments and/or
additions into any form whatsoever which is needed and required by the competent
authority to obtain approval and to settle the report and registration to the
competent authority, for that purpose to apply for approval, to sign approvals,
deeds and other documents, to choose a domicile and further to take any action
considered as necessary.
70