View
215
Download
0
Category
Preview:
Citation preview
Unofficial English Translation
1
STATEMENT OF RESOLUTION OF MEETING
PT. SINAR MAR AGRO RESOURCES AND TECHNOLOGY Tbk
abbreviated as PT. SMART TBK
Number: 101.-
- - On this day, Thursday, dated 18th (eighteenth) of June 2015 (two
thousand and fifteen), on 13.15 W.I.B (fifteen past thirteen of Western
Indonesian Time Zone).
- - Appeared before me, LINDA HERAWATI, Bachelor of Law, Notary,
domiciled in the Central Jakarta City, having jurisdiction’s office over the
Special Territory of Jakarta Capital City, in the presence of witnesses
whom I, notary, am acquainted with and whose names shall be
mentioned at the end of this deed.
1. Mr. JIMMY PRAMONO, born in Kutoarjo, on 16th (sixteenth) of
April 1963 (one thousand nine hundred sixty three), Indonesian
Citizen, private person, residing in Jakarta, Kondominium Taman
Anggrek Tower 4-26 D, Rukun Tetangga 004, Rukun Warga 007,
Tanjung Duren Selatan Village, Sub-Regency of Grogol
Petamburan, West Jakarta, holder of Residential Identity Card
Number 3173081604630003;
2. Mr. Doktor Ingenieur GIANTO WIDJAJA, born in Malang, on 30th
(thirtieth) of January 1951 (one thousand nine hundred fifty one),
Unofficial English Translation
2
Indonesian Citizen, private person, residing in Tangerang Regency,
Jalan Venus A3 number 8-9, Rukun Tetangga 001, Rukun Warga
013, Pisangan Village, Sub-Regency of Ciputat Timur, holder of
Residential Identity Card Number 3674053001510003;
- according to their statement, in this matter acting in their respective
capacities as Director of and therefore jointly representing the Board of
Directors of the company which will be mentioned hereunder, and
therefore acting based on a power of attorney granted to the Board of
Directors by the Extraordinary General Meeting of Shareholders of the
limited liability company “PT. SINAR MAR AGRO RESOURCES AND
TECHNOLOGY Tbk” (abbreviated as PT. SMART Tbk), having domicile
thereof in the Central Jakarta, in which the amendment to the entire
articles of association thereof had obtained approval from the Minister of
Law and Human Rights of the Republic of Indonesia under its decree
dated 21st (twenty first) of August 2008 (two thousand and eight) number
AHU-53268.AH.01.02 Year 2008 and had been announced in State
Gazette of the Republic of Indonesia dated 9th (ninth) of September 2008
(two thousand and eight) number 73 Supplement number 17415,
hereinafter, the said limited liability company “PT. SINAR MAS AGRO
RESOURCES AND TECHNOLOGY TBK” (abbreviated as PT. SMART
Tbk) shall be referred to as the “Company”.
- - The appearing persons are known to me, Notary.
Unofficial English Translation
3
- - The appearing persons of who used to be always acting as
abovementioned firstly explain:
- - Whereas on 9th (ninth) of June 2015 (two thousand and fifteen), on
11.22 W.I.B (twenty two minutes past eleven of Western Indonesian Time
Zone), took place at Hotel Le Grandeur, 2nd Floor, Puri Pertiwi Ballroom
2, Jalan Mangga Dua Raya, Central Jakarta 10730, the Annual General
Meeting of Shareholders (Meeting) of the Company had been held, one
and another as prescribed in the Deed of Official Minutes of Meeting
dated 9th (ninth) of June 2015 (two thousand and fifteen) number 32, the
original of which was drawn up by me, Notary, and in the second
Meeting agenda of which, a resolution has been resolved namely
approving of amendment to the Company’s Articles of Association to be
complied with Regulations of Financial Services Authority Number
32/POJK.04/2014 regarding Schedule and Implementation of General
Meeting of Shareholders of Public Company and Regulations of Financial
Services Authority Number 33/POJK.04/2014 regarding Board of
Directors and Board of Commissioners of Issuer or Public Company, both
are dated 8th (eighth) day of December 2014 (two thousand and fourteen)
and conferring a power of attorney to the Company’s Board of Directors
to reconstitute the entire Articles of Association of the Company.
- - Whereas in such meeting attended or were represented as many as
2,794,930,391 (two billion seven hundred ninety four million nine
Unofficial English Translation
4
hundred thirty thousand three hundred ninety one) shares or in the
amount of 97,31% (ninety seven point thirty one percent) of the total
shares namely as many as 2,872,193,366 (two billion eight hundred
seventy two million one hundred ninety three thousand three hundred
sixty six) shares which have been issued by the Company and pursuant
to article 11 paragraph 5 of the Company’s Articles of Association, such
Meeting had reached the quorum.
- - Whereas in accordance with the provision of the Company’s Articles
of Association, to convene such Meeting, the Board of Directors had
carried out:
a. Notification to Indonesia Financial Services Authority (IFSA)
concerning the Meeting plan as prescribed as in the letter of
Company number 021/SMART-IR/IV/2015 dated 23rd (twenty third)
of April 2015 (two thousand and fifteen) and notice to the
shareholders in 1 (one) widely circulated daily newspaper, namely
Kontan daily on 30th (thirtieth) of April 2015 (two thousand and
fifteen);
b. Summons to shareholders in 1 (one) widely circulated daily
newspaper, namely Kontan daily on 18th (eighteenth) of May 2015
(two thousand and fifteen);
Unofficial English Translation
5
- - Whereas since provisions in the Company’s articles of association
have been fulfilled, then such Meeting shall be valid, and shall also
reserve the rights to take any valid and binding resolution in the
Company.
- - In connection with the matters described above, the appearing
persons who used to be acting in the aforesaid capacities based on the
power conferred to the Board of Directors, hereby state to declare the
said resolution as follows:
- - Approving amendment to the Company’s Articles of Association to
be complied with Regulations of Financial Services Authority
Number 32/POJK.04/2014 regarding Schedule and Implementation
of General Meeting of Shareholders of Public Company and
Regulations of Financial Services Authority Number
33/POJK.04/2014 regarding Board of Directors and Board of
Commissioners of Issuer or Public Company, both are dated 8th
(eighth) day of December 2014 (two thousand and fourteen) and
conferring a power of attorney to the Company’s Board of Directors
to reconstitute the entire Articles of Association of the Company so,
the Company’s Articles of Association shall be henceforth written
and read as follow:
Unofficial English Translation
6
NAME AND PLACE OF DOMICILE
Article 1
1. This Limited Liability Company shall be called:
“PT SINAR MAS AGRO RESOURCES AND TECHNOLOGY Tbk”
Abbreviated as PT SMART Tbk
(hereinafter shall be referred to as the “Company”), having its
domicile in the Central Jakarta.
2. The Company may open branches or representative offices in
other places either within or outside the territory of the
Republic of Indonesia as determined by the Board of
Directors, with approval of the Board of Commissioners
ESTABLISHMENT PERIOD OF THE COMPANY
Article 2
The Company shall be established for an unlimited period
commencing from the 29th (twenty ninth) day of August 1963 (one
thousand nine hundred sixty three), one and another without
prejudice to the provisions as governed in Law number 25 of 2007
(two thousand and seven) concerning Capital Investment and all
implemental regulations thereof.
Unofficial English Translation
7
PURPOSES AND OBJECTIVES AND BUSINESS ACTIVITIES
Article 3
1. The purposes and objectives of the Company are to carry out
business activities in the fields of Agriculture, Industry,
Trading, Service and Transportation.
2. To achieve the purposes and objectives stated above, the
Company may perform the following business activities:
A. Main business activities of the Company, namely:
a. carrying out business in the fields of agriculture,
plantation, animal husbandry, and fishery;
b. carrying out business in the fields of industry in
connection with sub a mentioned above.
c. carrying out business in the field of general
trading either for its own account or for the
other party’s account by commission including
import, export trading, local and inter-insular
trading, particularly regarding plantation,
agriculture, animal husbandry and fishery
products;
Unofficial English Translation
8
d. as an agent, representative, supplier, wholesaler,
distributor, supplier of various merchandises for
other companies, either domestic or overseas;
B. The Supporting Business Activities of the Company are
as follows:
a. carrying out business in the fields of
management service and research in connection
with letter A sub a above, except for legal and
taxation service;
b. carrying out business in the field of land
transportation.
CAPITAL
Article 4
1. The authorized capital of the Company shall be in the
amount of Rp. 1,000,000,000,000.00 (one trillion Rupiah)
divided into 5,000,000,000.00 (five billion) shares each of
which shall have its nominal value of Rp 200.00 (two
hundred Rupiah)
2. Of such authorized capital, have been subscribed and paid
up as much as 57.44% (fifty seven point forty four percent)
Unofficial English Translation
9
or in the amount of 2,872,193,366 (two billion eight hundred
seventy two million one hundred ninety three thousand three
hundred sixty six) shares with its total nominal value in the
amount of Rp. 574,438,673,200.00 (five hundred seventy
four billion four hundred thirty eight million six hundred
seventy three thousand two hundred Rupiah) by the
shareholders who have subscribed for shares with details
and nominal value of shares as specified at the end of this
deed.
3. The unissued shares shall be issued by the Board of
Directors according to Company’s capital needs, at the time
and with price and the requirements as stipulated by the
Meeting of Board of Directors under the approval of General
Meeting of Shareholders (hereinafter referred to as “GMS”),
with due observance of provisions of Articles of Association,
Limited Liability Company Law (“Company Law”) and laws
and regulations applicable in the Republic of Indonesia
including laws and regulations of Capital Market and Stock
Exchange in the Republic of Indonesia.
4. Payment of share in any kind other than money, either in
tangible or intangible goods shall comply with the following
provisions:
Unofficial English Translation
10
a. the object to be made as capital subscription shall be
announced to public at the time of the summons of the
GMS concerning such subscription;
b. the object to be used as shares subscription shall be
appraised by the appraiser registered with FSA
(previously known as the Capital Market and Financial
Institution Supervisory Agency (“Bapepam and LK”))
and shall not be collateralized in any way whatsoever;
c. to obtain approval from GMS with quorum as stipulated
in Article 18 paragraph (4) letters of this Articles of
Association;
d. in the event that the object to be used as capital
subscription shall be made in the form of Company’s
shares listed in Stock Exchange, the price of subscribed
share shall be stipulated based on a fair market value;
and
e. in the event that such subscription is originated from
the retained earnings, share premium, Company’s net
profits, and/or its own capital, the aforesaid retained
earnings, share premium, Company’s net profits,
and/or its own capital shall have been contained in the
Unofficial English Translation
11
last Annual Financial Statement audited by Public
Accountant registered with FSA (previously known as
Bapepam and LK) under the opinion of fair without
qualification.
5. GMS resolving to approve the Public Offering shall resolve:
a. maximum number of the unissued shares to be issued
to public; and
b. the granting of power of attorney to the Board of
Commissioners to state the outstanding total number of
shares issued for the purposes of such Public Offering.
Quorum and resolution of the GMS to approve the issuance
of unissued shares through Public Offering shall comply with
requirements in Article 18 paragraph (4) of this Articles of
Association.
6. If the unissued shares to be issued through limited public
offering, all shareholders whose names have been listed in
the shareholders registry on the date stipulated by or based
on the resolution of the GMS with due observance of
provisions of laws and regulations concerning Capital Market
in the Republic of Indonesia shall reserve the preemptive
rights to buy the share to be issued as mentioned
Unofficial English Translation
12
hereinabove (hereinafter such right shall also be referred to
as the “Preemptive Right” or abbreviated as “Rights”) and
each shareholder shall obtain the Rights proportionally to
the number of shares registered on behalf of their names in
the Shareholder Registry as referred to hereinabove by cash
subscription within the period as stipulated by or based on
resolution of the GMS approving the issuance of such new
shares;
Rights shall be transferable and tradable within the period
as stipulated in the related capital market regulation;
The issuance of share through limited public offering shall
be subject to a prior approval of the GMS at the time and in
the method and the price as well as requirements stipulated
by the Board of Directors pursuant to resolution of the GMS,
one and another with due observance of provisions of
Articles of Association, laws and regulations applicable in the
Republic of Indonesia including laws and regulations
concerning Capital Market in the Republic of Indonesia;
The Board of Directors shall announce at least in 1 (one)
nationwide circulated Indonesian language daily newspaper
in the Republic of Indonesia concerning the decision of
issuance of share through limited public offering.
Unofficial English Translation
13
If within the period as stipulated by or based on resolution of
the GMS as referred to hereinabove, Company’s shareholders
or the Rights holder does not exercise such Rights upon the
shares offered to them by fully paying in cash, Board of
Directors shall be at liberty to issue such shares to the
shareholders or to Rights holders desiring to buy the shares
in a bigger number of shares than the exercised Rights
portion, provided that if the number of shares to be ordered
with the exceeding Rights portion abovementioned shall
exceed the number of the remaining shares available, such
remaining shares shall be allocated among the shareholders
or Rights holder desiring to buy more shares, each of which
shall be proportionally to number of the exercised Rights, as
such with due observance of laws and regulations applicable
concerning Capital Market in the Republic of Indonesia;
If after the aforesaid allocation, there are still the remaining
shares, such remaining share shall be issued by the Board of
Directors to the parties desiring to buy the remaining share
with the price of not less than and in accordance with
requirements as stipulated by GMS approving the share
issuance as mentioned hereinabove, one and another with
due observance of provisions of Articles of Association and
Unofficial English Translation
14
laws and regulations concerning Capital Market in the
Republic of Indonesia;
The provision in Article 4 paragraph (3) abovementioned
shall be also mutatis mutandis applicable in the event that
Company issues the convertible bond and/or warrant
and/or other securities similar thereto, one and another with
due observance of provisions of Articles of Association and
laws and regulations concerning Capital Market in the
Republic of Indonesia.
7. Upon implementation of issuance of the unissued shares to
convertible bond holders, warrant and/or other securities
holders similar thereto, Company’s Board of Directors shall
be duly authorized to issue the aforesaid shares without
Rights to the existing shareholders at that time to buy first
the shares abovementioned, one and another with due
observance of the provisions as contained in the Articles of
Association and laws and regulations concerning Capital
Market of the Republic of Indonesia;
Board of Directors shall also be duly authorized to issue the
unissued shares, convertible bond, warrant and/or other
securities, without bearing Rights to the existing
Unofficial English Translation
15
shareholders, including through private placement or public
offering, provided that the issuance of shares, convertible
bond, warrant and/or other securities shall obtain a prior
approval from GMS and with due observance of laws and
regulations concerning Capital Market in the Republic of
Indonesia.
8. Provisions as contemplated in paragraphs (3), (4), (5) and (6)
of this article shall be whenever applicable in the event that
the authorized capital shall be increased and followed by
further share subscription.
9. Implementation of issuance of unissued shares for the
convertible equity securities holders against the bearing-
rights share or securities, may be performed by the Board of
Directors based on the previous GMS of Company approved
the aforesaid issuance of such Securities.
10. Increase of the paid up capital shall become effective after
payment subscription, and the issued shares shall bear the
rights equal to shares of the same classification issued by
Company, without prejudice to Company’s obligation to
serve a notice to Minister of Law and Human Rights of the
Republic of Indonesia.
Unofficial English Translation
16
11. Increase of the authorized capital resulting in the issued and
paid up capital become less than 25% (twenty five percent) of
the authorized capital, may be performed provided that:
a. It has obtained approval of the GMS to increase the
authorized capital;
b. It has obtained approval from Minister of Law and
Human Rights of the Republic of Indonesia;
c. Increase of the subscribed and paid-up capital so that it
becomes at least 25% (twenty five percent) of the
authorized capital shall be performed within 6 (six)
months after obtaining approval of the Minister of Law
and Human Rights of the Republic of Indonesia as
referred to in paragraph (11) letter b of this article;
d. In the event that the addition of the subscribed capital
and paid up capital as referred to in paragraph (11)
letter c of this article is not fully realized, the Company
shall re-amend the Articles of Association thereof so
that the authorized and paid up capital shall comply
with provision of Article 33 paragraph (1) and
paragraph (2) of Company Law, within the period of 2
Unofficial English Translation
17
(two) months after the period stipulated in paragraph
(11) letter (c) of this article is not fulfilled;
e. Approval of the GMS as referred to in paragraph (11)
letter (a) of this article shall also include approval to
amend the Articles of Association as referred to in
paragraph (11) letter (d) of this article.
12. The amendment of Articles of Association for increase of the
authorized capital shall become effective after the
performance of capital payment resulting in amount of the
paid-up capital become less than 25% (twenty five percent) of
the authorized capital and bearing the same rights with
others shares issued by Company, without prejudice to
obligation of Company to procure approval for amendment of
Articles of Association from the Minister of Law and Human
Rights of the Republic of Indonesia over the performance of
such increase of the paid-up capital.
13. The issuance of equity securities without Rights to the
shareholders may be performed in the event that the
issuance of share:
a. intended to Company’s employee;
Unofficial English Translation
18
b. intended to bond holders or other equity convertible
securities holders having been issued with approval of
the GMS;
c. performed for the purposes of reorganization and/or
restructuring having been approved by GMS; and
d. performed subject to regulations concerning Capital
Market which allows the capital increase without
Rights.
SHARES
Article 5
1. All shares issued by the Company are registered shares and
issued on behalf of holders listed in the Shareholders
Registry book.
2. Company may issue share with nominal value or without
nominal value.
3. Share issuance without nominal value shall be performed
pursuant to the provisions of laws and regulations
concerning Capital Market.
4. Company only admits a person or a legal entity as the owner
of a share. If shares, due to any reason whatsoever falls
Unofficial English Translation
19
under a joint-ownership, those joint owners of such shares
shall appoint in writing one of them or to appoint other
person as their joint proxy and only the person appointed or
authorized shall reserve the rights to exercise all rights
according to laws over such share.
5. Failure in complying with the aforesaid provisions shall
prepare the aforesaid shareholders shall not be entitled to
cast a vote in the GMS, while dividend payment for the share
shall be deferred.
6. In the event that Company’s shares are not included into
Collective Depository in the Settlement and Depository
Agency, Company shall give evidence of share ownership in
the form of share certificates or collective share certificate to
shareholders thereof.
7. Every share shall be granted one share certificate.
8. Company shall have at least 2 (two) shareholders.
9. Collective share certificate may be issued as an evidence of
ownership of 2 (two) or more shares owned by a shareholder.
10. A share certificate shall, at least, mention the following
matters:
a. Name and address of the shareholder;
Unofficial English Translation
20
b. Serial number of share certificate;
c. Nominal value of share;
d. Date of issuance of share certificate;
e. Badge as set out by Board of Directors.
11. A collective share certificate shall, at least, mention the
following matters:
a. name and address of shareholder;
b. serial number of collective share certificate;
c. serial number and total number of share certificate;
d. nominal value of shares;
e. date of issuance of collective share certificate;
f. Badge as set out by Board of Directors.
12. Share certificate and/or collective share certificate shall be
printed out pursuant to provisions of laws and regulations
concerning Capital Market in the Republic of Indonesia and
duly signed by Board of Directors and Board of
Commissioners, or such signatures are directly printed on
the relevant share certificate or collective share certificate.
13. For the shares held in trust of the Collective Depository at
the Settlement and Depository Agency or at Custodian Bank,
Company shall issue a certificate or a written confirmation to
Unofficial English Translation
21
Settlement and Depository Agency or at Custodian Bank
signed by the Company’s Board of Directors.
14. Such written confirmation issued by Company for the share
included into the Collective Depository shall, at least,
mention:
a. name and address of the Settlement and Depository
Agency or Custodian Bank providing the relevant
Collective Depository;
b. date of issuance of the written confirmation;
c. number of shares covered in the written confirmation;
d. amount of share nominal value covered in the written
confirmation;
e. provision that each share in Collective Depository
having the same classification, shall be equal and may
be able to be exchanged each other;
15. Each shareholder shall, based on laws, be subject to Articles
of Association and to all resolutions legally taken in the GMS
as well as the applicable laws and regulations;
16. For Company’s shares listed in Stock Exchange in the
Republic of Indonesia, laws and regulations concerning
Unofficial English Translation
22
Capital Market and Company Law in the Republic of
Indonesia shall apply.
17. All shares issued by Company may be collateralized by
complying with provisions of laws and regulations
concerning shares pledge provisions, laws and regulations
concerning Capital Market and Company Law.
REPLACEMENT OF SHARE CERTIFICATE
Article 6
1. In case that a share certificate is damaged, the replacement
of such certificate may be made if:
a. the party submits the application for share replacement
must be the owner of the aforesaid share certificate; and
b. Company has received such damaged share certificate.
2. Company shall destroy the damaged share certificate after
giving the share certificate replacement.
3. In the event that share certificate is lost, the replacement of
such share certificate may be performed if:
a. the party submitting such application for share
certificate replacement must be the owner of the
aforesaid share certificate;
Unofficial English Translation
23
b. Company has obtained reporting document from Police
Department of the Republic of Indonesia regarding such
lost;
c. the party submit the application for share certificate
replacement gave guarantee considered appropriate by
Company’s Board of Directors; and
d. schedule for issuance of replacement of the lost share
certificate has been announced in the Stock Exchange
at which the share of Company shall be listed within at
least 14 (fourteen) days prior to issuance of share
certificate replacement;
4. Provision concerning share certificate in paragraphs (1), (2)
and (3) of this article, shall also be applicable for collective
share certificate.
- After the replacement of share certificate is issued, such
lost share certificate shall be no longer effective towards
Company.
5. All charges in connection with the issuance of the
replacement of share certificate shall be borne by the
concerned shareholder.
Unofficial English Translation
24
6. For issuance of the replacement of lost share certificate
which is registered in the Stock Exchange of the Republic of
Indonesia, there shall apply laws and regulations concerning
Capital Market and Stock Exchange regulations in the
Republic of Indonesia at which Company’s shares are listed,
and it shall be announced in the Stock Exchange at which
Company’s shares are listed pursuant to Stock Exchange
regulation of the Republic of Indonesia at which Company’s
shares are listed.
7. The provisions as referred to in paragraph (1) to paragraph
(6) of this article shall mutatis mutandis apply to the
issuance of the replacement of collective share certificate.
COLLECTIVE DEPOSITORY
Article 7
1. Shares in Collective Depository in the Settlement and
Depository Agency shall be registered in Shareholder
Registry on behalf of Settlement and Depository Agency for
the interest of the entire Securities Account holders in
Settlement and Depository Agency.
2. Shares in Collective Depository in relevant Custodian Bank
or the Securities Company is registered in the Securities
Unofficial English Translation
25
Account of Settlement and Depository Agency on behalf of
the relevant Custodian Bank or Securities Company for the
interest of the entire Securities Account holders of such
Custodian Bank or Securities Company.
3. If share in Collective Depository in Custodian Bank
constitutes a part of Mutual Fund Stock portfolio in the form
of Collective Investment Contract and not included into
Collective Depository in Settlement and Depository Agency,
then Company shall record such shares in the Shareholder
Registry on behalf of Custodian Bank for the interest of the
entire Participation unit owner of Mutual Fund in the form of
Collective Investment Contract.
4. Company shall issue certificate or a written confirmation to
Settlement and Depository Agency as referred to in
paragraph (1) of this Article or Custodian Bank as referred to
in paragraph (3) of this article, as a registration evidence in
the Shareholder Registry.
5. Company shall change the ownership of shares in Collective
Depository registered on behalf of the Settlement and
Depository Agency or Custodian Bank for Mutual Fund in
the form of Collective Investment Contract in Shareholder
Unofficial English Translation
26
Registry book to become on behalf of the party appointed by
the concerned Settlement and Depository Agency or
Custodian Bank.
- Application for change of ownership by Settlement and
Depository Agency or Custodian Bank shall be submitted in
writing to Company or Securities Administrative Bureau
which shall be appointed by Company.
6. Settlement and Depository Agency, Custodian Bank or
Securities Company shall, at the request of the relevant
shareholder, issue a registration note as confirmation for
shareholder who becomes the Securities account holder and
as a registration evidence of a number of share ownership by
the relevant shareholder as registered in its Securities
Account in Collective Depository, provided that registration
note as such confirmation shall be signed on behalf of the
Settlement and Depository Agency or Custodian Bank or
Securities Company who organizes such Collective
Depository as a registration evidence in Securities account.
7. In Collective Depository, each share issued by Company of
the same classification shall be equal and exchangeable each
other.
Unofficial English Translation
27
8. Company shall refuse the registration of change on
ownership of share into Collective Depository if such share
lost or destroyed, unless the shareholder requesting such
registration is able to submit adequate evidences and/or
guarantee that the relevant person is truly the legitimate
owner of such lost or destroyed share and such share is
truly lost or destroyed.
9. Company shall refuse the registration of shares to Collective
Depository if such share collateralized, under seizure based
on a court order or to be confiscated for criminal case
investigation.
10. Securities Account holder whose shares are registered in
Collective Depository in Settlement and Depository Agency or
the holder of sub-Securities Account whose shares are
registered in Securities Account shall reserve the rights to
cast votes in GMS in accordance with the number of shares
owned in such Securities Account.
11. Securities Account holder being entitled to cast votes in GMS
shall be those whose name is registered as the holder of
Securities Account in Settlement and Depository Agency or
whose name being registered as the sub-Securities Account
Unofficial English Translation
28
holder in the Securities Account owned by Custodian Bank
or Securities Company 1 (one) business day prior to the
summon date of GMS.
12. The Settlement and Depository Agency, Custodian Bank or
Securities Company shall submit the list of Securities
Account holder or sub-holder as well as number of
Company’s shares owned by such Securities Account holder
or sub-holder to Company within 1 (one) day before the
summon date of GMS to be registered in the Shareholder
Registry which shall specially be provided for convening the
relevant GMS
13. Investment Manager shall reserve the rights to attend and
cast vote in the GMS over the shares included into Collective
Depository in Custodian Bank which constitutes a part of
Securities portfolio of Mutual Fund in the form of Collective
Investment Contract and not included in Collective
Depository in Settlement and Depository Agency, provided
that such Custodian Bank shall convey the name of such
Investment Manager at the latest 1 (one) business day prior
the summons date of the GMS.
Unofficial English Translation
29
14. Company shall submit dividends, bonus share or other
rights in connection with the share ownership in Collective
Depository to Settlement and Depository Agency and,
thereafter, the Settlement and Depository Agency shall
submit dividend, bonus share, or other rights to Custodian
Bank and or Securities Company registered as the account
holders in Settlement and Depository Agency to be further
submitted to the Securities Account holder in such
Custodian Bank and or Securities Company.
15. Company shall submit dividends, bonus share, or other
rights in connection with the share ownership to Custodian
Bank over the shares in Collective Depository in Custodian
Bank which constitutes a part of securities portfolio of
Mutual Fund in the form of Collective Investment Contract
and not included in Collective Depository in the Settlement
and Depository Agency.
16. Deadline for determination of Securities Account holder
reserving the rights to obtain dividend, bonus share or other
rights in connection with the share ownership in Collective
Depository shall be stipulated by or based on the resolution
of the GMS, provided that Custodian Bank and Securities
Company shall submit a Securities Account holder list as
Unofficial English Translation
30
well as total number of shares of Company owned by each
Securities Account holder to the Settlement and Depository
Agency which shall then submit such consolidated list to
Company’s Board of Directors at the latest 1 (one) business
day after the basis date for determination of shareholders
who reserve the rights to obtain such dividend, bonus share,
or other rights.
TRANSFER OF RIGHTS ON SHARES
Article 8
1. In the event that the ownership of a share changed, the
registered original owner in the Shareholder Registry shall
remain be considered as the owner of such share until the
name of the new shareholder registered in the Company’s
Shareholder Registry with due observance of the laws and
regulations and provisions of Stock Exchange in the
Republic of Indonesia at which Company’s shares shall be
listed.
2. Transfer of rights on shares shall be based on deed of
transfer of right duly-signed by the transferor and the
transferee or their legal proxies or based on the other letters
adequately proofing the transfer of right according to the
Unofficial English Translation
31
opinion of Board of Directors without prejudice to the
provision in this Articles of Association
3. Deed of transfer of rights or others letter as referred to in
paragraph (2) shall be in the form as set forth and/or
acceptable by the Board of Directors and the copy or original
thereof shall be delivered to Company, provided that
document of transfer of rights on shares listed at Stock
Exchange in Indonesia shall comply with the provisions of
laws and regulations concerning Capital Market in Indonesia
including the regulation applicable in Stock Exchange in
Indonesia at which Company’s shares are listed.
4. Transfer of rights on shares included into Collective
Depository shall be performed by transfer of account from
one Securities Account to the other Securities Account in the
Settlement and Depository Agency, Custodian Bank and
Securities Company.
5. Transfer of rights on shares may only be allowed if all
provisions in this Articles of Association have been fully
complied with.
Unofficial English Translation
32
6. Transfer of rights on shares shall be recorded either in the
Shareholder Registry, or in the relevant share certificate and
collective share certificate;
- Such records shall be signed by a member of Board of
Directors together with the Board of Commissioner or their
legal representative or by Securities Administrative Bureau
appointed by the Board of Directors.
7. Board of Directors may, at their own sole discretion and by
reasons thereof, refuse to register the transfer of rights on
shares in the Shareholder Registry if the provisions of this
Articles of Association are not fulfilled or if one of the
requirements of transfer of rights is not fulfilled.
8. If Board of Directors refuse to register the transfer of rights
on share, Board of Directors shall deliver the notification of
such refusal to transferor at the latest 30 (thirty) days after
the application date for such transfer is received by the
Board of Directors, under the provisions concerning
Company’s share listed in Stock Exchange in Indonesia with
due observance of laws and regulations concerning Capital
Market in Indonesia.
Unofficial English Translation
33
9. Shareholder Registry shall be closed on 1 (one) business day
of Stock Exchange prior to advertisement date of the GMS
summons, to specify shareholders’ entitled to attend the
aforesaid meeting.
10. Every person obtaining the rights on share due to the death
of a shareholder or due to other reasons causing the transfer
of ownership of shares, based on law, shall be registered as
the holder of such share by submitting a written application
and attaching the evidence of rights thereof as required by
the Board of Directors;
- Registration shall only be performed if Board of Directors
accepts such evidence of transfer of rights, without prejudice
to provisions in the Articles of Association as well as laws
and regulations concerning Capital Market in Indonesia.
11. All restriction, prohibition and provisions in the Articles of
Association stipulating the rights to transfer the rights on
share and registration of transfer of rights on share shall
also be applicable to every transfer of right according to
paragraph (10) of this Article.
GENERAL MEETING OF SHAREHOLDERS
Article 9
Unofficial English Translation
34
1. a. GMS shall consist of:
i. Annual GMS;
ii. Other GMS, in which, in this Articles of Association
shall also be referred to as Extraordinary GMS.
b. The Annual GMS shall be held within period not later
than six (6) months after the financial year ends.
c. Other GMS may be held at any time based on the needs
for the Company’s interest.
2. GMS term in this Articles of Association shall mean both,
namely Annual GMS and Extraordinary GMS, in which the
GMS shall be the organ of the Issuer or Public Company
having authorities which are not vested in the Board of
Directors and Board of Commissioners as stipulated in the
Law regarding Limited Liability Company and/or articles of
association of the Public Company.
3. In Annual GMS:
a. Board of Directors shall submit financial statement to
obtain approval and legalization of GMS;
b. Board of Directors shall submit annual reports
concerning the condition and activities of Company to
obtain the approval of GMS;
Unofficial English Translation
35
c. Board of Directors shall deliver Company’s profits
utilization plan;
d. Board of Directors shall submit to GMS, appointment of
a public accountant office which is registered with FSA
(previously known as the Capital Market and Financial
Institution Supervisory Agency (Bapepam and LK)) as
recommended by Board of Commissioners;
e. If necessary, appointment of members of Company’s
Board of Directors and Board of Commissioners shall be
conducted;
f. Board of Directors may raise other matters for the sake
of Company’s interests pursuant to provisions of
Articles of Association.
4. Approval of annual report and legalization of financial
statement by annual GMS shall mean to provide settlement
and acquittal of full responsibility to members of Board of
Directors over managerial activities thereof and to members
of Board of Commissioners over supervisory activities thereof
executed during the previous financial year, to the extent
that such actions are reflected in the annual report and
financial statements.
Unofficial English Translation
36
5. Extraordinary GMS may be held at any time based on needs
to discuss and resolve the meeting agenda, with due
observance of laws and regulations and Articles of
Association.
6. Meeting attendants shall show their evidence of authority to
attend the meeting in accordance with requirements
specified by Board of Directors or Board of Commissioners at
the meeting summon, provided that for the shares listed in
the Stock Exchange in Indonesia, shall be with due
observance of provisions of laws and regulations concerning
Capital Market in Indonesia.
7. Official minutes of meeting shall be made by Notary
concerning all matters discussed and resolved in the GMS.
- Such official minutes of meeting shall become a conclusive
evidence to all shareholders and the third parties concerning
resolution and all matters occurred in the meeting.
REQUEST FOR HOLDING A GMS
Article 10
1. 1 (one) or more shareholders jointly representing 1/10 (one
tenths) or more of the total number of shares with valid
voting rights may request for holding a GMS.
Unofficial English Translation
37
2. The request for holding a GMS as referred to in paragraph (1)
shall be submitted to Board of Directors through a registered
mail by mentioning the reasons thereof.
3. The request for holding a GMS as referred to in paragraph (1)
shall be:
a. made in good faith;
b. considering the Company’s interests;
c. a request needs a resolution of the GMS;
d. accompanied with the reasons and related materials to
be resolved in the GMS; and
e. not in contravention of the laws and regulations and
the Company’s Articles of Association.
4. Board of Directors shall prepare announcement of the GMS
to the shareholders at the latest 15 (fifteen) days as of the
date of request for holding GMS as referred to in paragraph
(1) received by the Board of Directors.
5. In the event that Board of Directors fails to prepare GMS
Announcement as referred to in paragraph (4), the
shareholders may resubmit the request for GMS to Board of
Commissioners.
Unofficial English Translation
38
6. Board of Commissioners shall prepare announcement of the
GMS to the shareholders at the latest 15 (fifteen) days as of
the date of request for holding GMS as referred to in
paragraph (5) received by the Board of Commissioners.
7. 1. In the event that Board of Directors or Board of
Commissioners fails to prepare the GMS announcement
within the period referred to in paragraph (4) and
paragraph (6) above, Board of Directors or Board of
Commissioners shall announce:
a. there is a request for a GMS from the shareholders
as meant in paragraph (1); and
b. the reasons for not holding a GMS
2. The announcement as referred to in point (1) of this
paragraph shall be made at the latest 15 (fifteen) days
as of the receiving date of request for holding GMS from
shareholders as referred to in paragraph (4) and
paragraph (6) above.
3. The announcement as referred to in point (1) of this
paragraph for the Company whose shares are registered
in Stock Exchange shall be made at least in:
Unofficial English Translation
39
a. 1 (one) nationwide circulated daily newspaper in
Indonesian language;
b. website of Stock Exchange; and
c. website of the Company, in Indonesian language
and foreign language, provided that the foreign
language used is at least English language.
4. The announcement using a foreign language as referred
to in point (3) letter (c) of this paragraph shall contain
same information with the announcement using
Indonesian language.
5. If there is a difference in interpretation of information
announced in a foreign language with information
announced in Indonesian language as meant in point (4)
of this paragraph, the information used as reference
shall be information in Indonesian language.
6. Evidence of announcement as referred to in point (3)
letter (a) above along with copy of request letter for
holding a GMS as referred to in paragraph (2) shall be
submitted to FSA at the latest 2 (two) business days
after the announcement.
Unofficial English Translation
40
8. 1. In the event Board of Commissioners fails to prepare
GMS announcement as referred to in paragraph (6), the
shareholders as referred to in paragraph (1) may submit
a request of the GMS to the chief of district court whose
jurisdiction covering the Company’s domicile to
determine the granting of approval for holding a GMS.
2. The shareholders who have obtained the determination
of the court to hold a GMS as referred to in point (1) of
this paragraph, shall:
a. serve announcement, summons for holding a GMS,
announcement of summary minutes of the GMS, for
the GMS held in accordance with the Regulations of
FSA.
b. serve notification for holding a GMS and submit the
announcement evidence, summons evidence,
minutes of the GMS and announcement evidence of
summary minutes of the GMS for the GMS held in
accordance with the Regulations of FSA.
c. attach the document containing name of
shareholder and ownership of his shares within the
Company who have obtained the determination of
Unofficial English Translation
41
the court to hold a GMS and the determination of
court in the announcement as referred to in letter b
to the FSA in relation with the holding of the said
GMS.
9. The shareholder as referred to in paragraph 1 shall be
prohibited to transfer the ownership of his shares within 6
(six) months as of the GMS, if the request for GMS is fulfilled
by the Board of Directors or Board of Commissioners or
determined by the court.
PLACE AND TIME OF THE GMS
Article 11
1. The GMS shall be held within the territory of the Republic of
Indonesia.
2. The Company shall determine the place and time of the
GMS.
3. The place for holding a GMS referred to in paragraph 2 shall
be at:
a. the Company’s domicile;
b. a place where the Company conducts main business
activities thereof;
Unofficial English Translation
42
c. the capital city of province covering the place of domicile
or main business activities of the Company; or
d. Province covering the domicile of the Stock Exchange
where the Company’s shares are listed.
NOTIFICATION OF THE GMS
Article 12
1. The Company shall submit a prior notification regarding
meeting agenda to the FSA at the latest 5 (five) business
days before the announcement of the GMS, excluding the
date of announcement of the GMS.
2. Agenda of meeting as referred to in paragraph 1 shall be
disclosed clearly and in details.
3. If any changes of agenda of meeting as referred to in
paragraph 1, the Company shall submit the said change of
agenda to the FSA no later than the date of summons of the
GMS.
4. Provisions of paragraphs (1), (2) and paragraph (3) shall, as
necessary, be applicable to notification of the GMS by
shareholder who have obtained the determination of the
court to hold a GMS as referred to in Article 10 paragraph (8)
point (2).
Unofficial English Translation
43
ANNOUNCEMENT OF THE GMS
Article 13
1. The Company shall prepare announcement of the GMS to
the shareholders at the latest 14 (fourteen) days prior to the
GMS summons, excluding the date of announcement and
date of summons.
2. Announcement of the GMS as referred to in paragraph (1)
shall at least contain the followings:
a. provisions regarding shareholders who have rights to
attend the GMS;
b. provisions regarding shareholders who have rights to
propose a meeting agenda;
c. date of the GMS; and
d. dated of the GMS summons.
3. In the event that the GMS shall be held upon request of
shareholders as referred to in Article 10 paragraphs (1), (2),
(3), (4), (5), and paragraph (6), in addition to the matters
mentioned in paragraph (2), the announcement of the GMS
as referred to in paragraph (1) shall contain information that
Unofficial English Translation
44
the Company shall hold a GMS upon the request of the
shareholder.
4. The announcement of the GMS to shareholders as referred to
in paragraph (1) for the Company whose shares are
registered in Stock Exchange shall be made at least in:
a. 1 (one) nationwide circulated daily newspaper in
Indonesian language;
b. website of Stock Exchange; and
c. website of the Company, in Indonesian language and
foreign language, provided that the foreign language
used is at least English language.
5. The announcement of the GMS using a foreign language as
referred to in paragraph (4) letter (c) shall contain same
information with the announcement of the GMS using
Indonesian language.
6. If there is a difference in interpretation of information
announced in a foreign language with information
announced in Indonesian language as meant in paragraph
(5), the information used as reference shall be information in
Indonesian language.
Unofficial English Translation
45
7. Evidence of announcement of the GMS as referred to in
paragraph (4) letter a shall be submitted to FSA at the latest
2 (two) business days after the announcement of the GMS.
8. In the event that the GMS shall be held upon request of
shareholders, the delivery of evidence of announcement of
the GMS as referred to in paragraph (7) shall also be
accompanied with copy of request letter of the GMS as
referred to in Article 10 paragraph (2).
9. Provisions of paragraphs (1), (2), (3), (4), (5), (6), (7), and
paragraph (8) shall, as necessary, be applicable to
announcement of the GMS by shareholder who have
obtained the determination of the court to hold a GMS as
referred to in Article 10 paragraph (8) point (2).
10. 1. Shareholders may propose agenda of meeting in writing
to Board of Directors at the latest 7 (seven) days before
the GMS summons.
2. Shareholders who may propose the meeting agenda as
referred to in point (1) is 1 (one) or more shareholders
jointly representing 1/20 (one twentieth) or more of the
total number of shares with voting rights.
Unofficial English Translation
46
3. The proposal of meeting agenda as referred to in point
(1) shall be:
a. made in good faith;
b. considering the Company’s interests;
c. accompanied with the reasons and proposal
materials of meeting agenda; and
d. not in contravention of the laws and regulations.
4. The proposal of meeting agenda from shareholders as
referred to in point (1) shall be a meeting agenda needs
a resolution of the GMS.
5. The Company shall include the meeting agenda from
shareholders as referred to in point (1) up to point (4)
in the meeting agenda containing the summons.
SUMMONS OF THE GMS
Article 14
1. The Company shall prepare summons of the GMS to the
shareholders at the latest 21 (twenty one) days prior to the
GMS, excluding the date of summons and date of the GMS.
2. Summons of the GMS as referred to in paragraph (1) shall at
least contain the followings:
Unofficial English Translation
47
a. date of the GMS;
b. time of the GMS;
c. venue of the GMS;
d. provisions regarding shareholders who have rights to
attend the GMS;
e. meeting agenda including explanation of each meeting
agenda; and
f. information that the materials related to the meeting
agenda are available to shareholders starting from the
date of summons through the date of the GMS.
3. The summons of the GMS to shareholders as referred to in
paragraph (1) for the Company whose shares are registered
in Stock Exchange shall be made at least in:
a. 1 (one) nationwide circulated daily newspaper in
Indonesian language;
b. website of Stock Exchange; and
c. website of the Company, in Indonesian language and
foreign language, provided that the foreign language
used is at least English language.
Unofficial English Translation
48
4. The summons of the GMS using a foreign language as
referred to in paragraph (3) letter (c) shall contain same
information with the summons of the GMS using Indonesian
language.
5. If there is a difference in interpretation of information of
summons in a foreign language with information of
summons in Indonesian language as meant in paragraph 4,
the information used as reference shall be information in
Indonesian language.
6. Evidence of summons of the GMS as referred to in paragraph
(3) letter (a) shall be submitted to FSA at the latest 2 (two)
business days after the GMS summons.
7. Provisions of paragraphs (1), (2), (3), (4), (5) and paragraph
(6) shall, as necessary, be applicable to summons of the
GMS by shareholder who have obtained the determination of
the court to hold a GMS as referred to in Article 10
paragraph (8) point (2).
8. 1. The Company shall provide materials of meeting agenda
to shareholders.
Unofficial English Translation
49
2. Materials of meeting agenda as referred to in point (1)
shall be available starting from the date of summons
through the date of the GMS.
3. If provisions of other laws and regulations regulate that
the requirement of availability of materials of meeting
agenda is earlier than the provision as referred to in
point (2), the provision of other laws and regulations
concerning availability of materials of meeting agenda
shall apply.
4. The available materials of meeting agenda as referred to
in point (2) may be in the form of hardcopy and/or
softcopy.
5. The hardcopy as referred to in point (4) shall be given
for free at the Company’s office if it was requested in
writing by the shareholders.
6. The softcopy as referred to in paragraph (4) can be
accessed or downloaded in the Company’s website.
7. In the event of meeting agenda concerning appointment
of members of Board of Directors and/or members of
Board of Commissioners, curricula vitae of candidates of
Unofficial English Translation
50
members of Board of Directors and/or members of
Board of Commissioners shall be available in:
a. the Company’s website at least starting from the
summons through the holding of the GMS; or
b. anytime other than the time referred to in letter (a),
but at the latest of time for holding of the GMS, to
the extent regulated in the laws and regulations.
9. 1. The Company shall prepare rectification of the GMS
summons should there will be changes of information in
the GMS summons which was made as referred to in
paragraph (2).
2. If the rectification of the GMS summons as referred to in
point (1) contains information of change of date of the
GMS and/or addition of agenda of the GMS, the
Company shall re-serve summons of the GMS in
accordance with the procedures of summons as
stipulated in paragraph (1), (2), (3), (4), (5) and
paragraph (6).
3. Obligation to re-serve a GMS summons as referred to in
point (2) shall not apply if the rectification of the GMS
summons regarding change of date of the GMS and/or
Unofficial English Translation
51
addition of agenda of the GMS is made based on errors
which are not made by the Company.
4. The evidence that rectification of summons that is not
under the Company’s fault as referred to in point (3)
shall be submitted to the FSA on the same day of
summons rectification.
5. Provisions regarding media and delivery of evidence of
summons of the GMS as referred to in paragraph (3)
and paragraph (6) shall, as necessary, be applicable to
media for rectification of summons of the GMS and
delivery of evidence of rectification of summons of the
GMS as referred to in point (1).
10. 1. Summons of the second GMS shall be prepared under
the following conditions:
a. Summons of the second GMS shall be convened at
the latest 7 (seven) days prior to the second GMS
performed;
b. Summons of the second GMS shall be accompanied
with information that the first GMS has been held
but failed to reach the quorum of attendance;
Unofficial English Translation
52
c. The second GMS shall be held at the earliest 10
(ten) days and at the latest 21 (twenty one) days
after the first GMS.
2. Provisions regarding media of summons and
rectification of summons of the GMS as referred to in
paragraph (3) up to paragraph (6) and paragraph (9)
shall, as necessary, be applicable for summons of the
second GMS.
11. Summons of the third GMS shall be prepared under the
following conditions:
1. Summons of the third GMS upon the request of the
Company shall be determined by the FSA.
2. Summons of the third GMS shall be accompanied with
information that the second GMS has been held but
failed to reach the quorum.
RIGHTS OF SHAREHOLDERS
Article 15
1. Shareholders either individually or represented by virtue of a
letter of proxy shall reserve the rights to attend the GMS.
Unofficial English Translation
53
- Letter of proxy shall be made and signed in such a form as
determined by Company’s Board of Directors, without
prejudice to the provisions of laws and regulations
concerning civil legal proceedings evidences and shall be
submitted to Board of Directors at least 3 (three) business
days prior to the relevant GMS date.
2. The shareholders who are entitled to be present at the GMS
are the shareholders whose names are registered in the
shareholders registry of the Company on 1 (one) day before
the GMS summons.
3. If any rectification of summons as referred to in Article 14
paragraph (9) point (1), the shareholders who are entitled to
be present at the GMS are the shareholders whose names
are registered in the shareholders registry of the Company
on 1 (one) day before the rectification of the GMS summons.
4. At the time of the GMS, the shareholders are entitled to get
information of meeting agenda and related materials of
meeting agenda to the extent that it does not contravene the
laws and regulations.
5. At the time of the GMS, the Company may invite other
parties related to the agenda of the GMS.
Unofficial English Translation
54
6. Those parties who are present at the GMS shall prove their
authorities to attend the GMS in accordance with the
requirements determined by the Board of Directors or Board
of Commissioners at the time of summons of the GMS,
provided that, for the shares listed in the Stock Exchange in
Indonesia shall be subject to the laws and regulations on
Capital Market in Indonesia.
7. GMS chairman shall reserve the rights to ask for such letter
of proxy representing the shareholder to be shown to him
when the meeting is held.
8. At the GMS, each share shall confer upon its holder the right
to cast 1 (one) vote.
9. Members of Board of Directors, members of Board of
Commissioners and employees of the Company may be acted
as a proxy in the GMS, but the votes cast by them as a proxy
shall not be counted in a voting.
10. Voting in respect of a person shall be made by the unsigned
closed ballots and voting in respect of other matters shall be
performed orally, unless the Chairman of GMS determines
otherwise without any objection raised by 1 (one) or more
shareholders attending the GMS jointly representing at least
Unofficial English Translation
55
10% (ten percent) of the total number of shares with valid
voting rights requesting the voting in writing and
confidentially.
11. Each matter to be proposed by shareholders during
discussion or voting in the GMS, shall comply with
requirements, as follows:
a. according to the Chairman of GMS’ opinion, such
matter is directly related to one of the relevant agenda of
the GMS; and
b. such matter is submitted by one or more shareholders
jointly representing at least 10% (ten percent) of the
total number of shares of the Company with valid voting
rights; and
c. according to Board of Directors’ opinion, the proposal is
considered directly related to Company’s business.
CHAIRMAN OF GMS
Article 16
1. GMS shall be chaired by a member of Board of
Commissioners who shall be appointed by Board of
Commissioners.
Unofficial English Translation
56
2. In the event that all members of Board of Commissioners are
unavailable or not available, GMS shall be chaired by a
member of Board of Directors appointed by Board of
Directors.
3. In the event that all members of Board of Commissioners
and Board of Directors are unavailable or not available as
meant in paragraph (1) and paragraph (2) above, GMS shall
be chaired by a shareholder attending the relevant GMS,
which is elected by and among the attendees.
4. 1. In the event that a member of Board of Commissioners
appointed by Board of Commissioners as the chairman
of meeting bears any conflict of interest against the
agenda to be resolved in the GMS, the GMS shall be
chaired by another member of Board of Commissioners
bearing no conflict of interest who shall be appointed by
Board of Commissioners.
2. If all members of Board of Commissioners bear conflict
of interests, the GMS shall be chaired by a member of
Board of Directors who shall be appointed by the Board
of Directors.
Unofficial English Translation
57
3. In the event that a member of Board of Directors
appointed by the Board of Directors as the chairman of
meeting bears conflict of interest against the agenda to
be resolved in the GMS, the GMS shall be chaired by
another member of Board of Directors bearing no
conflict of interest.
4. In the event that all members of Board of Directors bear
conflict of interest, the GMS shall be chaired by a non-
controlling shareholder elected by majority of other
shareholders attending the GMS.
CODE OF CONDUCT OF THE GMS
Article 17
1. At the time of the GMS, code of conduct of the GMS shall be
given to the shareholders attending the meeting.
2. Points of code of conduct as referred to in paragraph (1) shall
be read before the GMS starts.
3. At the opening of the GMS, chairman of the GMS shall give
explanations to the shareholders concerning, at least:
a. brief description about general condition of the
Company;
Unofficial English Translation
58
b. meeting agenda;
c. mechanisms of resolutions-making process in relation
to meeting agenda; and
d. procedures for application of rights of shareholders to
raise queries and/or opinions.
RESOLUTION, QUORUM OF ATTENDANCE AND QUORUM OF
RESOLUTION OF GMS
Article 18
1. A resolution of the GMS shall be adopted by deliberations to
reach a mutual consensus.
2. In the event of no mutual consensus reached by
deliberations as referred to in paragraph 1, the resolution
shall be adopted by voting.
3. The adoption of resolution through voting as referred to in
paragraph (2) shall be conducted with due observance of
provisions for quorum of attendance and quorum of
resolution of the GMS.
4. Quorum of Attendance and Quorum of Resolution of the
GMS.
Unofficial English Translation
59
a. GMS (including GMS for issuance of Equity Securities)
may be held if attended by shareholders representing
more than 1/2 (a half) of total numbers of shares with
valid voting rights issued within Company, unless
otherwise stipulated under the Articles of Association.
b. In the event that quorum as referred to in letter (a) is
not reached, the second GMS may be held provided that
the second GMS shall be valid and reserves the right to
take resolutions if attended by at least 1/3 (one thirds)
of the total numbers of shares with valid voting rights
have been issued by Company, unless otherwise
stipulated under the Articles of Association.
c. The resolution of the GMS as referred to in letter (a) and
letter (b) shall be valid if approved by more than ½ (a
half) of the total shares with voting rights attending the
GMS.
d. In the event that quorum of attendance of the second
GMS as referred to in letter (b) is not reached, the third
GMS may be held provided that the third GMS shall be
valid and reserves the right to take resolutions if
attended by shareholders with valid voting rights in
Unofficial English Translation
60
accordance with the quorum of attendance and quorum
of resolution stipulated by FSA based on the Company’s
request.
e. Stipulation of FSA concerning the quorum of attendance
of the third GMS, total votes to take a resolution,
summons, and time of the GMS shall be final and
binding and enforceable.
5. GMS for amendment of Company’s Articles of Association
which requires approval of Minister of Law and Human
Rights of the Republic of Indonesia, unless the amendment
of Articles of Association in order to extend Company’s term
of establishment shall be performed under the following
provisions:
a. GMS may be held if attended by shareholders
representing at least 2/3 (two thirds) of total numbers of
shares with valid voting rights and the resolution shall
be valid if approved by more than 2/3 (two thirds) of
total numbers of shares with voting rights attending the
GMS.
b. in the event that quorum of attendance as referred to in
letter (a) is not reached, the second GMS may be held
Unofficial English Translation
61
provided that the second GMS shall be valid and
reserves the right to take resolutions if attended by
shareholders representing at least 3/5 (three fifths) of
total numbers of shares with valid voting rights and the
resolution of the second GMS shall be valid if approved
by more than ½ (a half) of total number of shares with
voting rights attending the GMS.
c. In the event that quorum of attendance of the second
GMS as referred to in letter (b) is not reached, the third
GMS may be held provided that the third GMS shall be
valid and reserves the right to take resolutions if
attended by shareholders with valid voting rights in
accordance with the quorum of attendance and quorum
of resolution stipulated by FSA based on the Company’s
request.
6. GMS to transfer Company’s assets which constitutes more
than 50% (fifty percent) of Company’s net assets in 1 (one) or
more transactions, either in 1 (one) or more transactions,
whether or not related to each other, to collateralize
Company’s assets which constitutes more than 50% (fifty
percent) of Company’s net assets in 1 (one) or more
transactions, either in 1 (one) or more transactions, whether
Unofficial English Translation
62
or not related to each other, merger, consolidation,
acquisition, spin-off, petition for bankruptcy, extension of
Company’s term of establishment and dissolution shall be
performed subject to the following rules:
a. GMS may be held if attended by shareholders
representing at least ¾ (three fourths) of total numbers
of shares with valid voting rights and the resolution
shall be valid if approved by more than ¾ (three fourths)
of total numbers of shares with voting rights attending
the GMS.
b. in the event that quorum of attendance as referred to in
letter (a) is not reached, the second GMS may be held
provided that the second GMS shall be valid and
reserves the right to take resolutions if attended by
shareholders representing at least 2/3 (two thirds) of
total numbers of shares with valid voting rights and
resolution of the second GMS shall be valid if approved
by more than ¾ (three fourths) of total number of
shares with voting rights attending the GMS.
c. In the event that quorum of attendance of the second
GMS as referred to in letter (b) is not reached, the third
Unofficial English Translation
63
GMS may be held provided that the third GMS shall be
valid and reserves the right to take resolutions if
attended by shareholders with valid voting rights in
accordance with the quorum of attendance and quorum
of resolution stipulated by FSA based on the Company’s
request.
7. GMS to approve a transaction bearing conflict of interest as
referred to in Article 21 paragraph (8) point (2) of the
Company’s Articles of Association, may be performed subject
to the following rules:
a. The shareholders who are having conflict of interest
shall be deemed to have approve the same resolution as
the resolution approved by independent shareholders
namely the shareholders bearing no conflict of interest
against such transactions (hereinafter referred to as
“Independent Shareholders”);
b. The GMS is attended by the Independent Shareholders
representing more than a half (1/2) of total number of
shares with valid voting rights owned by all
Independent Shareholders, and such resolution shall
be of the GMS shall be valid if approved by Independent
Unofficial English Translation
64
Shareholders representing more than a half (1/2) of
total number of shares with valid voting rights owned
by all Independent Shareholders;
c. in the event that quorum as referred to in letter (b)
above is not reached, then, in the second GMS the
resolution shall be valid if attended by Independent
Shareholders representing more than a half (1/2) of
total number of shares with valid voting rights owned
by Independent Shareholders and approved by more
than a half (1/2) of total number of shares owned by
Independent Shareholders attending the GMS;
d. In the event that quorum of attendance of the second
GMS as referred to in letter (c) is not reached, the third
GMS may be held provided that the third GMS shall be
valid and reserves the right to take resolutions if
attended by Independent Shareholders with valid voting
rights in accordance with the quorum of attendance
and quorum of resolution stipulated by FSA based on
the Company’s request.
e. The resolution of the third GMS shall be valid if
approved by Independent Shareholders representing
Unofficial English Translation
65
more than 50% (fifty percent) of shares owned by
Independent Shareholders attending the GMS.
8. Shareholder with voting right present in the GMS but does
not vote (abstain) is considered to vote the same vote with
the majority shareholders who vote.
9. 1. In the voting, vote cast by a shareholder shall apply to
all shares of his/her own and the shareholder shall not
be allowed to authorize the power to more than one
proxies for any part of the total shares of his/her own,
with different votes.
2. Provision as referred to in point 1 shall be exempted
for:
a. Custodian Bank or Securities Company as a
Custodian to represent its customers of the
Company’s shareholders.
b. Investment Manager who represents the interest
of Mutual Fund under its management.
MINUTES OF THE GMS AND SUMMARY MINUTES OF THE GMS
Article 19
Unofficial English Translation
66
1. The Company shall prepare minutes of the GMS and
summary minutes of the GMS.
2. Minutes of the GMS shall be made and signed by chairman
of meeting and at least 1 (one) shareholder elected by and
among the attendees of the GMS.
3. The signatures as referred to in paragraph 2 shall not be
required if such minutes of the GMS is made in a deed of
minutes of the GMS drawn up by a notary.
4. 1. The minutes of the GMS as referred to in paragraph (1)
of this Article shall be submitted to FSA at the latest 30
(thirty) days after the GMS
2. In the event that deadline for submitting the minutes of
the GMS as referred to in point 1 shall fall on holidays,
the minutes of the GMS shall be submitted at the latest
on the next business day.
5. 1. The brief Minutes of the GMS as referred to in
paragraph 1 shall at least contain the following
informations:
a. date of the GMS, venue of the GMS, time of the
GMS, and agenda of the GMS;
Unofficial English Translation
67
b. members of Board of Directors and members of
Board of Commissioners attended the GMS;
c. number of shares with valid voting rights attended
the GMS and its percentage of total number of
shares with valid voting rights;
d. presence or absence of opportunities to
shareholders to raise queries and/or opinions
related to the meeting agenda;
e. number of shareholders raised queries and/or
opinions related to the meeting agenda, if the
shareholders are given the opportunities;
f. mechanism of the GMS’ resolution making;
g. result of voting, including number of affirmative
votes, negative votes and abstain (not vote) for
each agenda of meeting, if the resolution is taken
by voting;
h. resolutions of the GMS; and
i. realization of cash payment of dividends to the
entitled shareholders, if the resolution is related to
distribution of cash dividend.
Unofficial English Translation
68
2. Brief minutes of the GMS as referred to in point (1)
shall be announced to the public at least in:
a. 1 (one) nationwide circulated daily newspaper in
Indonesian language;
b. website of Stock Exchange; and
c. website of the Company, in Indonesian language
and foreign language, provided that the foreign
language used is at least English language.
3. The summary minutes of the GMS using a foreign
language as referred to in point (2) letter (c) shall
contain same information with the summary minutes of
the GMS using Indonesian language.
4. If there is a difference in interpretation of information of
summary minutes of the GMS announced in a foreign
language with information of summary minutes of the
GMS announced in Indonesian language as referred to
in point (3), the information used as reference shall be
information in Indonesian language.
5. Announcement of summary minutes of the GMS as
referred to in point (2) shall be announced to the public
at the latest 2 (two) business days after the GMS.
Unofficial English Translation
69
6. Evidence of announcement of summary minutes of the
GMS as referred to in point (2) letter (a) shall be
submitted to FSA at the latest 2 (two) business days
after the announcement.
6. Provisions in paragraph (4) and paragraph (5) point (2), point
(5) and point (6) shall, as necessary, be applicable for:
a. delivery of the minutes of the GMS and summary
minutes of the GMS that have been announced to the
FSA; and
b. announcement of summary minutes of the GMS;
as results of holding of the GMS by shareholders who have
obtained the determination of the court to hold the GMS as
referred to in Article 10 paragraph (8) point (2).
7. In the event of resolution of the GMS related to the
distribution of cash dividends, the Company shall prepare
payment of cash dividends to the entitled shareholders at the
latest 30 (thirty) days after the announcement of summary
minutes of the GMS resolving the distribution of cash
dividends.
BOARD OF DIRECTORS
Article 20
Unofficial English Translation
70
1. Company shall be managed and directed by a Board of
Directors consisting of at least 3 (three) members of Board of
Directors, with the following composition:
a. one President Director;
b. one or more Vice President Directors;
c. one or more Directors;
2. Members of Board of Directors shall be appointed by GMS,
each of whom for a period until the closing of the 5th (fifth)
Annual GMS after appointment of the relevant members of
Board of Directors without prejudice to GMS rights to
dismiss the aforesaid members of Board of Directors at any
time after the relevant member of Board of Directors being
given an opportunity to attend the GMS in order to defend
himself.
Such dismissal is effective commencing from the closing of a
meeting which resolved the said dismissal unless if other
dismissal date is determined by GMS.
3. In the event that due to any reason all position of members
of Board of Directors are vacant, within the period of 30
(thirty) days after the occurrence of such vacancy,
notification concerning the performance of GMS shall be
Unofficial English Translation
71
announced to fill in such vacancy considering observance of
provisions of laws and regulations and Articles of
Association.
4. In the event that due to any reason all position of members
of Board of Directors are vacant, Company shall be
temporarily managed by member of Board of Commissioners
appointed by meeting of Board of Commissioners.
5. 1. A qualified person shall be appointed as a member of
Board of Directors is an individual who has complied
with the requirements at the time of appointment and
during his/her term of office:
a. has a good character, morals and integrity;
b. Capable to perform legal actions;
c. in the last 5 (five) years prior to the appointment
and during his/her term of office:
1. Never been declared under bankruptcy;
2. Never become a member of board of directors
and/or board of commissioners declared guilty
causing a company under bankruptcy;
Unofficial English Translation
72
3. Never been sentenced due to a crime charged
causing losses to the state finance and/or
relates to financial sectors; and
4. Never become a member of board of directors
and/or board of commissioners who is during
his/her term of office:
a) once refrained from convening an annual
GMS;
b) his/her accountability as a member of
Board of Directors and/or Board of
Commissioners was once not accepted by
the GMS or he/she once who did not
provide accountability as a member of
Board of Directors and/or Board of
Commissioners to the GMS; and
c) He/she once causing a company that had
obtained license, approval, or registration
from Financial Service Authority failed to
comply with the obligation for submission
of annual reports and/or financial
Unofficial English Translation
73
statement to the Financial Service
Authority.
d. has commitment to comply with the laws and
regulations; and
e. acquiring knowledge and/or skills in the fields
needed by the Company;
2. The fulfillment with the requirement as referred to in
point (1) shall be set forth in letter of statement and
shall be delivered to the Company.
3. The letter of statement as referred to in point (2) shall be
examined and documented by the Company.
6. The Company shall hold a GMS to carry out replacement of a
member of Board of Directors who does not comply with the
requirement as referred to in paragraph (5) above.
7. 1. A member of Board of Directors may hold the other
office as:
a. A member of Board of Directors in no more than 1
(one) other Issuer or Public Company;
Unofficial English Translation
74
b. A member of Board of Commissioners in no more
than 3 (three) other Issuers or Public Companies;
and/or
c. A member of committee in no more than 5 (five)
committees in a company, where the relevant
person also serves as a member of Board of
Directors or member of Board of Commissioners.
2. Double-office as referred to in point (1) may only be
conducted to the extent that it is not in contravention of
other laws and regulations.
3. In the event that there are other laws and regulations
governing the provision regarding double office which is
different from the provision in this Regulation of
Indonesia Financial Service Authority, the stricter
provision shall prevail.
8. Proposal of appointment, dismissal, and/or replacement of
members of Board of Directors to GMS shall take into
account the recommendation from Board of Commissioners
or the committee conducting the function of nomination.
9. Resignation and Suspension.
Unofficial English Translation
75
1. A member of the Board of Directors may resign from his
office prior to expiry of his term of office by serving a
written notice to the Company.
The resigning member of Board of Directors as
mentioned above shall remain being asked for his
accountability starting from such appointment through
the resignation date in the next GMS.
2. In the event that there is member of Board of Directors
resigns as referred to in point (1), the relevant member
of Board of Directors must deliver resignation
application to the Company.
3. The Company shall hold a GMS to resolve the
resignation application of the said member of the Board
of Directors as referred to in point (2) at the latest 90
(ninety) days after acceptance of the concerned
resignation application.
4. Position of a member of the Board of Directors shall
terminate in case:
a. declared under bankruptcy or taken under custody
based on a court order; or
b. dismissed by virtue of a resolution of the GMS; or
Unofficial English Translation
76
c. prohibited to hold an office as a member of Board of
Directors, due to a provision of the applicable Law
or laws and regulations; or
d. voluntary resignation pursuant to the provision of
point 1; or
e. passes away; or
f. term of office expires.
10. The Company shall prepare transparency of information to
public and to deliver to the Financial Service Authority
within no later than 2 (two) days after:
1. acceptance of resignation application of Board of
Directors as referred to in paragraph (9) point (2); and
2. the results of holding of the GMS as referred to in
paragraph (9) point (3).
11. 1. Members of Board of Directors may be suspended by
Board of Commissioners by mentioning the reason
thereof.
2. The suspension as referred to in point (1) shall be
notified in writing to the relevant member of Board of
Directors.
Unofficial English Translation
77
3. In the event that there is a member of Board of
Directors being suspended as referred to in point (1),
Board of Commissioners shall hold GMS to revoke or to
uphold the resolution of such suspension.
4. The GMS as referred to in point (3) shall be held within
no later than 90 (ninety) days after the date of
suspension.
5. By the lapse of period for holding GMS as referred to in
point (4) or GMS fails to take resolution, the
suspension as referred to in point (1) shall be canceled.
6. In the GMS as referred to in point (3), the relevant
member of Board of Directors shall be rendered an
opportunity to defend himself.
7. The suspended member of Board of Directors as
referred to in point (1) shall not be authorized:
a. to conduct administration of the Company for the
interest of the Company in accordance with the
purposes and objectives of the Company; and
b. to represent the Company before or outside of
court.
Unofficial English Translation
78
8. The authority limitation as referred to in point (7) shall
be effective as of the resolution of suspension by Board
of Commissioners up to:
a. there is GMS resolution upholding or cancel the
suspension as referred to in point (3); or
b. the lapse of period as referred to in point (4).
12. The Company shall perform information transparency to
public and to deliver to the Financial Service Authority
regarding:
a. resolution of suspension; and
b. GMS results as referred to in paragraph (11) point (3) or
information regarding the cancelation of suspension by
Board of Commissioners as non-implementation of the
GMS up to the lapse of time as referred to in paragraph
(11) point (5);
within no later than 2 (two) business days after the
occurrence of such event.
DUTY, RESPONSIBILITY, AND AUTHORITY OF THE BOARD OF
DIRECTORS
Article 21
Unofficial English Translation
79
1. The Board of Directors shall have duties to perform and be
responsible for management of the Company in accordance
with the purposes and objectives of the Company.
2. In conducting the duties and responsibilities for the
management as referred to in paragraph (1), Board of
Directors shall hold the annual GMS and other GMS as
stipulated in laws and regulations and Articles of
Association.
3. Each member of Board of Directors shall carry out the duties
and responsibilities as referred to in paragraph (1) in good
faith, full responsibility, and prudence.
4. In order to support the effectiveness of implementation of
duty and responsibility as referred to in paragraph (1), Board
of Directors may establish a committee.
5. In the event that the establishment of committee as referred
to in paragraph (4), Board of Directors shall carry out
evaluation to the committee’s performance at every the end
of a financial year.
6. 1. Each member of Board of Directors shall be jointly and
severally responsible for any losses of the Company
Unofficial English Translation
80
caused by willful misconduct or negligence of members
of Board of Directors in conducting their duties.
2. Members of Board of Directors may not be claimed for
losses of the Company as referred to in point (1) if they
are able to prove:
a. such loss is not due to their willful misconduct or
negligence;
b. have carried out management in good faith, full
responsibility, and prudence for the interest and in
accordance with the purposes and objectives of the
Company;
c. not having any conflict of interest either directly or
indirectly upon any management action causing
such losses; and
d. have taken any necessary action to prevent the
occurrence or continuation of such losses.
7. The Board of Directors shall be authorized to carry out
management as referred to in paragraphs (1), (2), (3), (4) and
paragraph (5) in accordance with the policies considered
appropriate, in compliance with to purposes and objectives
set out in Articles of Association.
Unofficial English Translation
81
8. 1. Board of Directors shall reserve the rights to represent
Company before and outside of the court concerning all
matters and in all affairs, bind Company to other party
and other party to Company, as well as to execute all
actions, either concerning management or ownership,
however with limitation that:
a. to borrow money or obtain leasing facility or other
financial facilities for and on behalf of Company
(provided that it excludes the money or loan
withdrawal having been approved), or to lend
Company’s money to the other party other than
routine activity of Company;
b. to account for Company’s property or asset in any
manner whatsoever, and or to bind Company as
guarantor, guarantor for debt, or indemnity either
for the fulfillment of obligation of Company itself
or other party, including also but not limited to
the granting of mortgage, fiduciary property rights
for the purpose of security and liens;
c. to perform capital investment in the other
Company or to release Company’s capital
Unofficial English Translation
82
investment in the other company or to perform
joint venture or other business cooperation other
than Company’s routine business;
d. to release tangible rights like patent rights and
trademark;
e. proposal to perform merger or consolidation, one
and another without prejudice to the provisions
applicable concerning Capital Market;
shall be subject to the approval of Board of
Commissioners.
2. To execute legal action in the form of transaction
containing personal economical conflict of interest of
member of Board of Directors, Board of Commissioners
or shareholders, with Company’s economical interest,
Board of Directors shall require GMS approval based on
majority approving votes of shareholders who do not
have conflict of interest as referred to the aforesaid
Article 18 paragraph (7).
3. 2 (two) members of Board of Directors shall jointly
reserve the rights and duly-authorized to act for and on
Unofficial English Translation
83
behalf of Board of Directors as well as to represent
Company.
4. Board of Directors shall ask for GMS approval to:
a. transfer Company’s assets; or
b. to pledge Company’s assets;
which constitutes more than 50% (fifty percent) of
Company’s net asset within 1 (one) financial year, either
in 1 (one) or more transactions, in relation to each other
or not, one and another pursuant to the provision of
Article 102 of Law Number 40 of 2007 (two thousand
and seven) concerning Limited Liability Company and
Regulations of Financial Services Authority Number
32/POJK.04/2014.
5. A member of the Board of Directors shall not be
authorized to represent the Company if:
a. there is a legal proceedings before the Court
between the Company against the relevant member
of the Board of Directors; and
b. the relevant member of Board of Directors has a
conflict of interest against the Company.
Unofficial English Translation
84
6. In the event of circumstances as referred to in
paragraph (5), those being entitled to representing the
Company shall be:
a. Other members of the Board of Directors who have
no conflict of interest against the Company;
b. Board of Commissioners if all members of the
Board of Directors have conflict of interest against
the Company;
c. Other parties appointed by the GMS in the event if
all members of the Board of Directors or the Board
of Commissioners have conflict of interest against
the Company.
MEETING OF THE BOARD OF DIRECTORS
Article 22
1. The Board of Directors shall hold a Meeting of Board of
Directors periodically at least 1 (once) a month.
Meeting of Board of Directors may be held if attended by the
majority of all members of Board of Directors.
2. Board of Directors shall hold Meeting of Board of Directors
with the Board of Commissioners periodically at least 1 (one)
time within 4 (four) months.
Unofficial English Translation
85
3. The attendance of members of Board of Directors in meeting
as referred to in paragraph 1 and paragraph 2 shall be
disclosed in the annual report of the Company.
4. Summons of Meeting of Board of Directors shall be
performed by member of Board of Directors who reserves the
right to act for and on behalf of Board of Directors according
to the provision of Article 21 paragraph (8) point (3) of this
Articles of Association.
If such member of Board of Directors does not perform
summon within 3 (three) days since the request submitted or
since the elapse of deadline scheduled for Meeting of Board
of Directors, then summon shall be performed by another
member of Board of Directors.
5. Summons of Meeting of Board of Directors shall be sent by
registered mail or by letter which is directly delivered to each
member of the Board of Directors by receiving the receipt
thereof at least 3 (three) days before the Meeting of Board of
Directors is to be held, excluding the date of summons and
date of the Meeting of Board of Directors.
Unofficial English Translation
86
6. 1. Board of Directors shall prepare schedule of a meeting
as referred to in paragraphs (1) and (2) above for the
succeeding year prior to the end of the financial year.
2. In the scheduled meeting as referred to in point (1), the
meeting materials shall be delivered to participants
within no later than 5 (five) days prior to the meeting.
3. In the event that there is a meeting held outside of the
schedule as already prepared, the meeting materials
shall be delivered to the participants no later than prior
to the meeting is held.
7. The Meeting of Board of Directors’ summons shall include
day, date, time, venue and agenda of the meeting.
8. Meeting of Board of Directors shall be held at Company’s
domicile or the main place of Company’s business activities.
If all members of Board of Directors are present or
represented, such prior summons is not required and
Meeting of Board of Directors may be held at any place and
shall reserve the rights to take any legal and binding
resolution.
9. Meeting of Board of Directors shall be chaired by President
Director, in the event that President Director is not present
Unofficial English Translation
87
or unavailable which is not necessary to be proven to other
third parties, Meeting of Board of Directors shall be chaired
by a Vice President Director, if all Vice President Directors
are not present or unavailable due to any reasons
whatsoever, the matter of which is not necessary to be
proven to other third parties, then Meeting of Board of
Directors shall be chaired by a member of Board of Directors
appointed by and among the members of Board of Directors
who present at the relevant Meeting of Board of Directors.
10. A member of Board of Directors may be represented in
Meeting of Board of Directors only by another member of
Board of Directors based on a power of attorney.
11. The resolution making of Meeting of Board of Directors as
referred to in paragraphs (1), (2), and paragraph (3) above
shall be adopted by deliberations to reach a mutual
consensus. In the event of no mutual consensus reached by
deliberations, the resolution shall be adopted based on the
majority votes.
12. In the event of a tie vote occurred, the Chairman of Meeting
of Board of Directors shall be decisive.
Unofficial English Translation
88
13. a. A member of Board of Directors who is present shall
reserve the rights to cast 1 (one) vote and 1 (one)
additional vote for every other member of Board of
Directors represented by him.
b. Voting concerning a person is performed with closing
voting ballot without signature while the voting
concerning the other matters is performed orally, unless
the Chairman of Meeting of Board of Directors
determines otherwise without any objection from those
present;
c. Blank vote or invalid vote shall be considered as not
lawfully cast and considered nonexistent and shall not
be counted in determining the number of votes cast.
14. 1. The meeting results as referred to in paragraph (1)
above shall be set forth in a meeting minutes, which
shall be duly signed by all of the attending members of
Board of Directors, and shall be delivered to all
members of Board of Directors
2. The meeting results as referred to in paragraph (2)
above shall be adopted in a meeting minutes, which
shall be duly signed by the present members of Board of
Unofficial English Translation
89
Directors and members of Board of Commissioners, and
shall be delivered to all members of Board of Directors
and members of Board of Commissioners.
3. In the event that there is a member of Board of
Directors and/or member of Board of Commissioners
who is not duly sign the meeting result as referred to in
point (1) and point (2) above, the relevant person shall
state his reason in writing an a separate letter attached
to the meeting minutes.
4. The meeting minutes as referred to in point (1) and
point (2) above shall be documented by the Company.
15. Board of Directors may also adopt a valid resolution without
holding a Board of Directors’ Meeting, provided that all
members of the Board of Directors have been notified in
writing and they have granted their approval to such
proposal submitted in writing and signed the said approval;
- Any resolution adopted in such a manner shall have the
same legal effect as a resolution validly adopted at a Board of
Directors’ Meeting.
BOARD OF COMMISSIONERS
Article 23
Unofficial English Translation
90
1. Board of Commissioners shall consist of at least 3 (three)
members of Board of Commissioners, with the following
composition:
a. one President Commissioner;
b. one or more Vice President Commissioners;
c. one or more Commissioners;
2. In the event that Board of Commissioners shall consist of
more than 2 (two) members of Board of Commissioners, 1
(one) of them shall be an Independent Commissioner.
3. In the event that Board of Commissioners shall consist of
more than 2 (two) members of Board of Commissioners, the
number of Independent Commissioners must at least consist
of 30% (thirty percent) of the entire number of members of
Board of Commissioner.
4. Members of Board of Commissioners shall be appointed by
GMS, each of whom for a period until the closing of the 5th
(fifth) Annual GMS after the said appointment without
prejudice to GMS rights to dismiss them at any time by
mentioning the reason thereof after the relevant member of
Board of Commissioners is given opportunity to defend
himself in such Meeting.
Unofficial English Translation
91
Such dismissal is effective commencing from the closing of a
Meeting which resolved the said dismissal unless if other
dismissal date is determined by GMS.
5. 1. Provisions regarding requirement and compliance with
the requirement to become a member of Board of
Directors as referred to in Article 20 paragraph (5) above
shall, as necessary, be applicable to members of Board
of Commissioners.
2. In addition to complying with the provision as referred
to in paragraph (1), the Independent Commissioner
shall comply with the requirement as follows:
a. Is not a person who works or has authority and
responsibility to plan, to lead, to control, or to
supervise the activities of Company within the
period of the last 6 (six) months, except for re-
appointment as the Independent Commissioner of
the Company of the next period;
b. Holding no share either directly or indirectly within
the Company;
c. No affiliation relation with the Company, members
of Board of Commissioners, members of Board of
Unofficial English Translation
92
Directors, or the major shareholder of the
Company; and
d. Having no business relation either directly or
indirectly, with respect to business activities of the
Company.
3. The requirement as referred to in point (1) and point (2)
shall be fulfilled by a member of Board of
Commissioners during his term of office.
6. The Company shall hold a GMS to carry out the replacement
of member of Board of Commissioners which, during his
term of office fails to comply with the requirements as
referred to in paragraph (3).
7. Provisions regarding appointment, dismissal, and term of
office of Board of Directors as referred to in Article 20
paragraph (2) and paragraph (5) shall, as necessary, be
applicable to members of Board of Commissioners.
8. 1. A member of Board of Commissioners may have a
double-office as:
a. a member of Board of Directors in no more than 2
(two) other Issuers or Public Companies; and
Unofficial English Translation
93
b. a member of Board of Commissioners in no more
than 2 (two) other Issuers or Public Companies.
2. In the event that a member of Board of Commissioners
does not have double office as a member of Board of
Directors, the relevant member of Board of
Commissioners may have a double office as member of
Board of Commissioners in no more than 4 (four) other
Issuers or Public Companies.
3. A member of Board of Commissioners may have a
double office as a committee member in no more than 5
(five) committees in a company, where the relevant
person also serves as a member of Board of Directors or
member of Board of Commissioners.
4. The double-office as a committee member as referred to
in point (3) may only be carried out to the extent that it
is not in contravention of other laws and regulations.
5. In the event that there are other laws and regulations
governing the provision regarding double office which is
different from the provision in this Regulation of
Indonesia Financial Service Authority, the stricter
provision shall prevail.
Unofficial English Translation
94
9. 1. An Independent Commissioner who has served for 2
(two) periods of term of office may be re-appointed in the
subsequent period to the extent that such Independent
Commissioner declare that he/she remains being
independent to GMS.
2. The independency statement of an Independent
Commissioner as referred to in point (1) shall be
disclosed in the annual report.
3. In the event that an Independent Commissioner shall
serve an office in Audit Committee, the relevant
Independent Commissioner may only be re-appointed as
a member of the Audit Committee for 1 (one) period of
the subsequent term of office of the Audit Committee.
10. Proposal of appointment, dismissal, and/or replacement of
members of Board of Commissioners to GMS as referred to
in Article 20 paragraph (8) shall, as necessary, be applicable
to members of Board of Commissioners.
11. Provisions of resignation of members of Board of Directors as
referred to in Article 20 paragraph (9) and paragraph (10)
shall, as necessary, be applicable to members of Board of
Commissioners.
Unofficial English Translation
95
12. Position of a member of the Board of Commissioners shall
terminate in case:
a. declared under bankruptcy or taken under custody
based on a court order; or
b. dismissed by virtue of a resolution of the GMS; or
c. prohibited to hold an office as a member of Board of
Commissioners, due to a provision of the applicable Law
or laws and regulations; or
d. voluntary resignation pursuant to the provision of
paragraph 11; or
e. passes away; or
f. term of office expires.
DUTY, RESPONSIBILITY, AND AUTHORITY OF THE BOARD OF
COMMISSIONERS
Article 24
1. Board of Commissioners shall have duties to perform
supervision and responsibilities for supervision over the
management policy, the managerial performance in general,
either regarding the Company or the Company’s business,
and to provide recommendation to Board of Directors.
Unofficial English Translation
96
2. Under certain circumstances, Board of Commissioners shall
hold the annual GMS and any other GMS in accordance with
its authority as stipulated in laws and regulations and
Articles of Association.
3. Members of Board of Commissioners shall perform duties
and responsibilities as referred to in paragraph 1 in good
faith, full responsibility, and prudence.
4. In order to support the effectiveness of implementation of its
duties and responsibilities as referred to in paragraph 1,
Board of Commissioners shall establish an Audit Committee
and may establish any other committee.
5. Board of Commissioners shall carry out evaluation to the
committee’s performance in supporting its duties and
responsibilities performance as referred to in paragraph 4 at
each end of a financial year.
6. Board of Commissioners at any time in the office hour of
Company shall reserve the rights to enter the buildings and
premises or other places used or controlled by Company and
shall reserve the rights to examine all bookkeeping, records,
letters, documents and other evidences, to examine and
verify the cash flow condition and others and shall reserve
Unofficial English Translation
97
the rights to acknowledge all actions having been performed
by the Board of Directors.
7. Board of Directors and each member of Board of Directors
shall give information concerning all matters asked by Board
of Commissioners.
8. Board of Commissioners shall temporarily manage the
Company, in the event that all members of Board of
Directors are temporarily dismissed or Company does not
have any member of Board of Directors. In such matter,
Board of Commissioners reserves the right to provide
temporary authority to one or more members of Board of
Commissioners upon Board of Commissioners responsibility.
9. Provisions regarding responsibilities of Board of Directors as
referred to in Article 21 paragraph (6) shall, as necessary, be
applicable to Board of Commissioners.
10. 1. Board of Commissioners shall be duly authorized to
suspend members of Board of Directors by mentioning
the reasons thereof.
2. Board of Commissioners may conduct administration
action of the Company under certain circumstances
for certain period of time.
Unofficial English Translation
98
3. Authorities as referred to in point (2) shall be set out
based on Articles of Association or GMS resolution.
MEETING OF THE BOARD OF COMMISSIONERS
Article 25
1. Board of Commissioners shall hold Meeting of Board of
Commissioners at least 1 (once) in every 2 (two) months.
Meeting of Board of Commissioners may be held if attended
by the majority of all members of Board of Commissioners.
2. Board of Commissioners shall hold a joint meeting with
Board of Directors periodically at least 1 (once) in every 4
(four) months.
3. The attendance of members of Board of Commissioners in
the meeting as referred to in paragraph (1) and paragraph (2)
shall be disclosed in the annual report of the Company.
4. Provisions regarding the meeting schedule and delivery of
the meeting materials of Board of Directors as referred to in
Article 22 paragraph (6) shall, as necessary, be applicable to
the meeting of Board of Commissioners.
5. Summons of Meeting of Board of Commissioners shall be
performed by President Commissioner, in the event that
Unofficial English Translation
99
President Commissioner is not present due to any reasons
whatsoever, the matter of which is not necessary to be
proven to other parties, summons of Meeting of Board of
Commissioners shall be performed by Vice President
Commissioner, or in the event that Vice President
Commissioner is not present due to any reasons whatsoever,
the matter of which is not necessary to be proven to other
parties, summons of Meeting of Board of Commissioners
shall be performed by 2 (two) members of Board of
Commissioners.
6. Summon of Meeting of Board of Commissioners shall be
directly-delivered to each member of Board of
Commissioners or through registered letter by receiving an
appropriate receipt, or by telegraph, facsimile which is
promptly confirmed by registered letter at least 7 (seven)
days and in the event of urgent at least 3 (three) days before
the meeting is held by not taking into account of the date of
summon and the date of meeting.
7. Summons of Meeting of Board of Commissioners shall
include the day, date, time, venue and agenda of meeting.
Unofficial English Translation
100
8. Meeting of Board of Commissioners shall be held at
Company’s domicile or the place of Company’s business
activities.
If all members of Board of Commissioners are present or
represented, such prior summons is not required and
Meeting of Board of Commissioners may be held at any place
and shall reserve the rights to take any legal and binding
resolution.
9. Meeting of Board of Commissioners shall chaired by
President Commissioner, in the event that President
Commissioner is not present or unavailable, the matter of
which is not necessary to be proven to other third parties,
Meeting of Board of Commissioners shall be chaired by Vice
President Commissioners, if all Vice President
Commissioners are not present or unavailable due to any
reasons whatsoever, the matter of which is not necessary to
be proven to other parties, then the meeting shall be chaired
by a member of Board of Commissioners presents and/or
represented at the relevant Meeting of Board of
Commissioners.
Unofficial English Translation
101
10. A member of Board of Commissioners may be represented in
Meeting of Board of Commissioners only by another member
of Board of Commissioners based on a power of attorney.
11. The resolution making of Meeting of Board of Commissioners
as referred to in paragraphs (1) shall be adopted by
deliberations to reach a mutual consensus.
In the event of no mutual consensus reached by
deliberations, the resolution shall be adopted based on the
majority votes.
12. In the event of a tie vote occurred; the Chairman of Meeting
of Board of Commissioners shall be decisive.
13. a. A member of Board of Commissioners who is present
shall reserve the rights to cast 1 (one) vote and 1 (one)
additional vote for every other member of Board of
Commissioners represented by him.
b. Voting concerning a person is performed with closing
voting ballot without signature while the voting
concerning the other matters is performed orally, unless
the Chairman of Meeting of Board of Commissioners
determines otherwise without any objection from those
present;
Unofficial English Translation
102
c. Blank vote or invalid vote shall be considered as not
lawfully cast and considered nonexistent and shall not
be counted in determining the number of votes cast.
14. Provisions regarding the resolutions and minutes of meeting
of Board of Directors as referred to in Article 22 paragraph
(14) shall, as necessary, be applicable to the meeting of
Board of Commissioners.
15. Board of Commissioners may also adopt a valid resolution
without holding a Board of Commissioners’ Meeting,
provided that all members of the Board of Commissioners
have been notified in writing and they have granted their
approval to such proposal submitted in writing and signed
the said approval. Any resolution adopted in such a manner
shall have the same legal effect as a resolution validly
adopted at a Board of Commissioners’ Meeting.
BUSINESS PLAN, FINANCIAL YEAR AND ANNUAL REPORT
Article 26
1. Board of Directors shall prepare and submit the annual
working plan which also contains the annual budget of
Company to Board of Commissioners to obtain the approval,
before the financial year is commenced.
Unofficial English Translation
103
2. Business Plan as referred to in paragraph (1) shall be
submitted at the latest 7 (seven) days before the next
financial year is commenced.
3. The financial year of Company shall be effective as of the 1st
(first) of January to 31st (thirty-first) of December. On the
31st (thirty-first) of December of each year, Company’s book
shall be closed.
4. Board of Directors shall prepare the annual report and made
it available in Company’s office to be able to be examined by
the shareholders commencing from the date of summons of
annual GMS.
5. Company shall announce the balance sheet and profit and
loss statements in 1 (one) Indonesian language daily
newspaper which has a national circulation with due
observance of prevailing provisions of laws and regulations
concerning Capital Market, at the latest at the end of the
third months after the date of annual financial statement.
UTILIZATION OF PROFIT AND DISTRIBUTION OF DIVIDEND
Article 27
1. The Company’s net profit in a financial year as stated in the
balance sheet and profit and loss account approved by the
Unofficial English Translation
104
Annual GMS and constituting a positive profit balance, shall
be distributed in the manner as determined by the GMS
2. Dividends shall only be paid in accordance with Company’s
financial capability based on the resolution taken in the
GMS, in such resolution of which the payment time and
dividend form shall be determined with due observance of
the provisions applicable in Stock Exchange in Indonesia at
which Company’s shares are listed.
Dividend for one share shall be paid to the person whose
name is registered in the Shareholders Registry on business
day which shall be determined by or based on the authority
of the GMS when the resolution for distribution of dividend
is taken.
- The day of payment shall be announced by the Board of
Directors to all shareholders;
Article 13 paragraph 1 shall be mutatis mutandis applicable
for such announcement.
3. By considering the income of Company in the relevant fiscal
year from net income as indicated in balance sheet and
profit and loss calculation having been legalized by Annual
GMS and after being deducted by Income Tax, tantieme may
Unofficial English Translation
105
be given to the members of Board of Directors and Board of
Commissioners of Company which amount is set out by
GMS.
4. If the profit and loss account in a financial year shows a loss
that cannot be covered by the reserve fund, the loss shall be
remain recorded and entered in the profit and loss account
and in the following financial years the Company shall not
be considered as having made profit as long as the loss
recorded and entered in the profit and loss account have not
yet been fully covered.
5. Company may distribute interim dividend based on the
meeting resolution of Board of Directors under the approval
of Board of Commissioners and such resolution shall be
reported in the subsequent Annual GMS.
UTILIZATION OF RESERVE FUND
Article 28
1. Company shall allocate a part of its net profit for reserved
fund, until the reserved fund has reached the amount of
20% (twenty percent) of the subscribed and paid-up capital
of the Company, and such reserved fund may only be used
Unofficial English Translation
106
to cover the loss which is unable to be covered by another
reserved fund.
2. In the event that the amount of reserved fund has exceeded
the amount of 20% (twenty percent) of the subscribed and
paid-up capital of the Company, GMS may decide so that the
surplus amount is used for Company’s necessity.
3. Reserved fund as referred in paragraph (1) which has not
been used to cover the loss and the amount of reserved fund
exceeded the amount as referred in paragraph (2) which the
use thereof is not determined by GMS, shall be managed as
considered proper by the Board of Directors, after obtaining
the approval of Board of Commissioners with due observance
of the provision of laws and regulations.
AMENDMENT TO ARTICLES OF ASSOCIATION
Article 29
With due observance of the provision in Article 21 of Company
Law, amendment to articles of association shall be determined by
GMS in accordance with laws and regulations concerning Capital
Market.
MERGER, CONSOLIDATION, ACQUISITION AND SPIN-OFF
Article 30
Unofficial English Translation
107
Merger, Consolidation, Acquisition and Spin-Off shall be
determined by GMS in accordance with laws and regulations
concerning Capital Market and with due observance of provisions
of Company Law, this Articles of Association and other laws and
regulations.
DISSOLUTION, LIQUIDATION AND TERMINATION OF LEGAL
ENTITY STATUS
Article 31
Dissolution, Liquidation and termination of the legal entity status
of the Company shall be determined by GMS in accordance with
laws and regulations concerning Capital Market and with due
observance of provisions of Company Law, this Articles of
Association and other laws and regulations
CLOSING PROVISION
Article 32
1. Unless otherwise expressly stipulated in this Articles of
Association, Company Law and other laws and regulations
shall apply.
2. All matters that are not or have not been adequately
stipulated in this Articles of Association shall be resolved in
the GMS.
Unofficial English Translation
108
- - Finally the appearing persons acting in their capacities as mentioned
hereinabove explained that the subscribed capital as referred to in Article
4 paragraph (2) has been subscribed by shareholders, namely:
a. limited liability company PT. PURIMAS
SASMITA, domiciled in Central Jakarta,
as many as 2,791,897,571 (two billion
seven hundred ninety one million eight
hundred ninety seven thousand five
hundred seventy one) shares with its
total nominal value in the amount of …..
(five hundred fifty eight billion three
hundred seventy nine million five
hundred fourteen thousand two hundred
Rupiah);
Rp.558,379,514,200.00
b. Public as many as 80,295,795 (eighty
million two hundred ninety five
thousand seven hundred ninety five)
shares with its total nominal value in the
amount of...............................................
(sixteen billion fifty nine million one
hundred fifty nine thousand Rupiah);
Rp. 16,059,159,000.00
Unofficial English Translation
109
- So that the total shares thereof is as many
as 2,872,193,366 (two billion eight hundred
seventy two million one hundred ninety three
thousand three hundred sixty six) shares
with its total nominal value in the amount of
(five hundred seventy four billion four
hundred thirty eight million six hundred
seventy three thousand two hundred
Rupiah).
Rp. 574,438, 673,200.00
- - Of all the matters as described hereinabove, as the evidence thereof:
IN WITNESS WHEREOF THIS DEED
- - Was drawn up and legalized in Jakarta, on the day and date as
mentioned at the beginning of this deed, by the presence of:
1. lady Elitawati, born in Pematang Siantar, on 29th (twenty ninth) of
January 1965 (one thousand nine hundred and sixty five),
Indonesian Citizen, residing in Jakarta, Jalan Cideng Timur number
31, Central Jakarta, holder of Residential Identity Card Number
3171016901650003;
2. Mrs. Chia Nyuk Chin, born in Belinyu, on 21st (twenty first) of
October 1978 (one thousand nine hundred seventy eight),
Indonesian Citizen, residing in Tangerang, Cibodas Kecil, Rukun
Unofficial English Translation
110
Tetangga 003, Rukun Warga 005, Cimone Village, Sub-Regency of
Karawaci, holder of Residential Identity Card Number
3671076110780003, temporarily being in Jakarta;
- both of them are Notary office employees, as the witnesses.
- - At the request of the appearing persons this deed was not read out
by me, Notary, since this deed had been read, recognized and understood
by the appearing persons and witnesses, then it was initialed on each
page and signed by the appearing persons, witnesses and me, Notary.
- - Drawn up with two alterations, due to two strikethroughs with
replacements
- - Original of this deed has been perfectly signed.
- - Given as an excerpt of the same tenor.
Jakarta, June 18, 2015
Notary in Central Jakarta City
[signature + seal + stamp duty]
(LINDA HERAWATI, SH.)
Recommended