AOA Limited Liability Company

7/28/2019 AOA Limited Liability Company

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approval number ____________ dated __________ one thousand nine hundred ninetynine (__-__-1999) with the Articles of Association as stipulated hereinbelow

(hereinafter referred to as the “Articles of Association”).

NAME AND DOMICILE

Article 1

1. - The limited liability company shall operate under the name of “PT.

________________” (hereinafter in these Articles of Association referred toas the “Company”), having its domicile in _________________.

2. - The Company may open branches or representatives in other places, either inside and outside the territory of the Republic of Indonesia as determined by

the Board of Directors, with the approval of the General Meeting of Shareholders.

TERM

Article 2

The Company shall be established for an unlimited period, under the provision thatthe Law number 1 of 1967 (one thousand nine hundred and sixty seven) regardingForeign Capital Investment as amended by Law number 11 of 1970 (one thousand

nine hundred seventy) regarding the amendment of Law No. 1 of 1967 shall alsoapply to this Company, for a period of 30 (thirty) years unless if the permit for

Foreign Capital Investment is extended by the authorized party.

PURPOSES AND OBJECTIVES AND BUSINESS ACTIVITIES

Article 3

1. The purposes and objectives of the Company is ______________________.

2. To achieve such purposes and objectives above mentioned, the Company may

conduct the following business activities:a. ____________________________________________________;

b. ____________________________________________________; and

c. ________________________________________________.

ARTICLES OF ASSOCIATION

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CAPITAL

Article 4

1. The authorized capital of the Company shall be. US$ ________________ (________________________ United States Dollars) or an Indonesian Rupiah

equivalent of Rp._______________ divided into ___________ (____________) shares, each share having a nominal value of US _________

(_________________ Unites States Dollars) or a an Indonesian Rupiahequivalent of Rp. _______________.

2. Of the said authorized capital, 100% (one hundred percent) of the par value of each of the issued shares, or a total of US$ _______________

(________________ United States Dollars) or an Indonesian Rupiahequivalent of Rp. ________________ have been paid-up in cash to the

Company the founders as mentioned at the end of this deed.

SHARES

Article 5

1. All shares issued by the Company shall be registered shares.

2. The Company shall acknowledge only 1 (one) person or legal entity as the

owner of one share.

3. Each share certificate is indivisible. In the event that any share for whatsoever reason becomes the property of several persons, then those persons having

joint ownership shall designate 1 (one) person amongst them or another person

as their joint representative and only such representative shall be entitled toexercise and utilize all the rights conferred by law upon the said share.

4. As long as the provision in paragraph 3 above has not yet been performed, the

said Shareholders shall not be entitled to cast their votes in the GeneralMeeting of Shareholders, while dividend payments for the said share shall be

deferred.


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1. If a share certificate is damaged or can no longer be utilized, the Board of Directors shall at the request of the Shareholders, issue a duplicate share

certificate.

2. The damaged share certificate referred to in paragraph 1 shall then be

destroyed and the Board of Directors shall prepare a minute relating to suchmatter, and this shall be reported in the next General Meeting of Shareholders.

3. In case a share certificate is lost, then at the request of the relevant

Shareholder, the Board of Directors may issue a duplicate after the loss has, inthe opinion of the Board of Directors, been adequately proven and with suchguarantees deemed necessary by the Board of Directors for each specific case.

4. After such duplicate has been issued, the original certificate shall cease to be

valid vis-à-vis the Company.

5. All expenses incurred for the issuance of a duplicate share certificate shall be borne by the Shareholder concerned.

6. The provisions of this Article 7 shall be applicable, vis á vis to the issuance of

duplicate collective share certificates.

REGISTER OF SHAREHOLDERS AND SPECIAL REGISTER

Article 8

1. The Company shall maintain a Register of Shareholders and a Special Register at the domicile of the Company.

2. The Register of Shareholders contain the following:

a. the name and address of the Shareholders;

b. the quantity, number and acquisition date of shares owned by theShareholders;

c. the amount paid in respect of each share;d. the name and address of any individual or legal entity holding rights to

pledged shares and the acquisition date of the rights to the said pledged

shares;


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e. information on the share payments by means other than cash; andf. other information deemed necessary by the Board of Directors.

3. All information with respect to the shares owned by the members of the Boardof Directors and by the Board of Commissioners as well as their relatives in

the Company and/or in other companies and the date the shares are acquiredmust be recorded in the Special Register.

4. The Shareholders shall notify the Board of Directors in writing of any change

of address. So long as such notification is not yet received by the Company,all summons and notifications to the shareholders shall be valid of sent to theshareholder at the last address shown in the Register of Shareholders.

5. The Board of Directors is obliged to keep and maintain the Register of

Shareholders and Special Register in good order.

6. Each Shareholder is entitled to inspect be Register of Shareholders and SpecialRegister during business hours of the Company.

TRANSFER OF SHARES

Article 9

1. Transfer of shares in the Company shall be made by transfer deed signed by

the transferor and the transferee or their legal proxy or proxies,

2. The transfer deed as described in paragraph 1 or its copy shall be delivered tothe Company.

3. The shareholder intending to transfer its shares must initially notify suchintention in writing to the other shareholders by stipulating the price and the

terms and conditions of the sales and notify the Board of Directors regardingsuch offer.

4. The existing shareholders shall be entitled to purchase the offered shares

within a period of 30 (thirty) days after the date of the offer in accordance withtheir percentage of shareholding.


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5. The Company must guarantee that all of the shares offered in accordance with paragraph (3) are purchased at a fair price and paid in cash within a period of

30 (thirty) days commencing from the date of such offer.

6. In the event that the Company cannot guarantee the implementation of the

provisions of paragraph (5) the offering shareholder shall be entitled to offer such shares to the employees of the Company prior to the offer to third parties

under the same terms and conditions.

7. The shareholder offering its shares in accordance with paragraph (3) shall beentitled to withdraw the offer after the lapse of the time period as stipulated in

paragraph (4)

8. The obligation to offer shares to the other shareholders shall only be made once.

9. The transfer of shares may only be made if all provisions of the articles of

association have been complied with.

10. As of the date of the summons of the General Meeting of Shareholders untilthe day of the meeting, transfers of shares shall not be permitted.

BOARD OF DIRECTORS

Article 10

1. The Company shall be managed by a Board of Directors. The Board of Directors shall consist of 6 (six) Directors, comprising of a President Director and 5 (five) other Directors.

2. Members of the Board of Directors are appointed by a General Meeting of

Shareholders, under the condition that the President Director and 2 (two) other Directors shall be appointed from candidates nominated by the Indonesian

shareholder and 3 (three) Directors shall be appointed from candidatesnominated by foreign shareholder.

3. Only persons who have met certain requirements in accordance with prevailing laws may be appointed as members of the Board of Directors.


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4. Members of the Board of Directors shall be appointed by the General Meetingof Shareholders for a period of ____ (__________) years without prejudice to

the rights of the General Meeting of Shareholders to dismiss them from timeto time.

5. A member of the Board of Directors whose term of office has expired shall beeligible for re-election.

6. A General Meeting of Shareholders may dismiss a member of the Board of

Directors prior to the expiration of his/her term of office for any reason(s) assolely determined by such General Meeting of Shareholders.

7. Members of the Board of Directors may be given a salary or financial support,the amount of which shall be determined by the General Meeting of

Shareholders and the said power may be vested with the Board of Commissioners.

8. If any position of the members of the Board of Directors for whatsoever

reasons is vacant, then a General Meeting of Shareholders must be held,within a period of 30 (thirty) days after the occurrence of such vacancy, to

appoint members of the Board of Directors with due observance to the provision in paragraph 3 of this Article.

9. If all positions in the Board of Directors for whatsoever reason are vacant,then within a period of 30 (thirty) days after the occurrence of such vacancy, a

General Meeting of Shareholders must be held to appoint a new Board of Directors, and the Company shall be temporarily managed by the Board of Commissioners.

10. A member of the Board of Directors may resign from his office by giving

notice in writing to the Company at least 30 (thirty) days in advance of hisintention to do so.

11. The term of office of a member of the Board of Directors shall automatically

terminate if such member of the Board of Directors:

a. resign from his/her office pursuant to the provisions of paragraph 9;

b. no longer complies with the prevailing laws;


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c. dies;d. is dismissed pursuant to a resolution of the General Meeting of

Shareholders;e. is declared bankrupt.

12. The term of office of any person appointed in place of a member of the Boardof Directors who has been dismissed or resigned or to fill a vacancy that

occurs for any other reasons shall be the remaining term of the member of theBoard of Directors he / she succeeded.

DUTIES AND POWERS OF THE BOARD OF DIRECTORS

Article 11

1. The Board of Directors is fully responsible for performing its duties for theinterest of the Company to achieve its purposes and objectives.

2. Each member of the Board of Directors shall be obliged to conduct his / her

duties in good faith and with full dedication, with observance to the prevailinglaws and regulations.

3. The Board of Directors shall represent the Company inside and outside theCourts with regard to all matters and in all events and therefore, is entitled to

bind the Company with other parties and other parties with the Company, andto exercise all rights and powers both regarding the management as well as

ownership matters, except in relation to the following matters, which shallrequire the approval of the general meeting of shareholders attended andapproved by no less than 75% of the total issued shares of the Company:

(a) borrowing or lending money on behalf of the Company for a value of

more than ________________,

(b) a change in the line of the Business as approved by BKPM and/or in

the purposes and objectives of the Company as contained in this

Agreement or the Articles of Association of the Company;

(c) a sale of all or substantially all of the assets of the Company;

(d) determining the salary and other remuneration to be paid or given to

the directors and/or commissioners of the Company;


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(e) any issuance of shares or bonds to the public (including convertible

bonds);

(f) the conditions of employment or the removal of the President Director

and President Commissioner;

(g) the selection of and any change in the Auditors;

(h) the acquisition by the Company of any assets or property (other than in

the ordinary course of business) at a total cost in excess of US$

__________ (or its Rupiah equivalent amount) in any one transaction

or related series of transactions;

(i) the sale or disposition of any fixed asset of the Company, the total

price per transaction in excess of US$ ___________ (or its Rupiah

equivalent amount) in any one transaction or related series of

transactions;

(j) the creation of any charge, hak tanggungan (mortgage), pledge,

fiduciary transfer of ownership or other third party security interest

over any assets or property of the Company except for the purpose of

securing borrowing from bankers in the ordinary course of business of

amounts not exceeding US$ ___________ (or its Rupiah equivalent

amount) in any one transaction or related series of transactions;

(k) the giving by the Company of any guarantee or indemnity other than in

the normal course of business;

(l) the acquisition by the Company of shares in any other entity;

(m) the entry by the Company into any partnership, joint venture or like

arrangement with any entity;

(n) the creation, allotment or issue of any shares in the capital of the

Company or any other security or the grant of any option or right to

subscribe in respect thereof or convert any instrument into such shares;

(o) the payment or declaration by the Company of any dividend or other

distribution on account of shares in its capital;

(p) the cessation of business operations of the Company;

(q) the making of any material change in the nature or geographical area of

the business of the Company;

(r) the making by the Company of any contract with a shareholder or Related Party thereof of a material nature outside the normal course of


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business of the Company or within the normal course but not on arm's

length commercial terms;

(s) the reduction of the Company's capital, variation of the rights attaching

to any class of shares in the capital of the Company or any redemption,

purchase or other acquisition by the Company of any shares or other

securities;

(t) the adoption of any bonus or profit-sharing scheme or any share option

incentive scheme or employee share trust or share ownership plan;

(u) the commencement or settlement of any litigation, arbitration or other

proceedings which are material in the context of the Company's

business and which do not involve a shareholder or Director or

Commissioner (or former shareholder, Director or Commissioner);

(v) the adoption of the annual accounts or amendment of the accounting

policies previously adopted by the Company;

4. Legal actions of transfer, release of title or placing as security of all or asubstantial part of the assets of the Company as mentioned in paragraph 4

must also be announced in 2 (two) daily newspapers circulated at the domicile

of the Company at the latest 30 (thirty) days as of the performance of the saidlegal action.

5.

a. The President Director is entitled and has the authority to act for an on behalf of the Board of Directors and to represent the Company.

b. In the absence of the President Director, of which no evidence to third parties

shall be required, 2 (two) Directors, being 1 (one) Director nominated by the

foreign shareholder and 1 (one) Director nominated by the Indonesian

shareholder, acting jointly shall be entitled to represent and act for and on

behalf of the Board of Directors and the Company.

6. The allocation of duties and responsibilities of each member of the Board of

Directors shall be determined by the General Meeting of Shareholders andmay be delegated to the Board of Commissioners.


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7. In the event the Company has a conflict of interest contradicting with the personal interest of a Director, the Company shall be represented by another

member of the Board of Directors and in the event the Company has a conflictof interest contradicting with the interest of all members of the Board of Directors, then in that matter the Company shall be represented by the Board

of Commissioners.

8. In the event there is only one Director, all duties and powers granted to thePresident Director or the members of the Board of Directors have the same

effect with respect to the Director in these Articles of Association.

MEETINGS OF THE BOARD OF DIRECTORSArticle 12

1. A meeting of the Board of Directors may be held at any time as deemed

necessary by one or more Directors or upon the written request of one or moremembers of the Board of Commissioners or one or more shareholders

representing 1/10 (one tenth) of the total issued shares holding valid votingrights.

2. The summons for the meeting of the Board of Directors shall be carried out bythe members of the Board of Directors pursuant to Article 11 of these Articles

of Association.

3. The summons for the meeting of the Board of Directors must be delivered byregistered mail sent or personally delivered to every member of the Board of Directors and be received at least 14 (fourteen) days before the meeting,

excluding the date of the summons and the date of the meeting.

4. The summons for the meeting must mention the agenda, date, hour and placeof the meeting.

5. The meeting of the Board of Directors shall be held at the domicile or at the

principal place of business of the Company in the English language. If allmembers of the Board of Directors are present or represented, a summonsshall not be necessary and the meeting of the Board of Directors may be held

anywhere and shall have the right to adopt valid and binding resolutions.


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6. The meeting of the Board of Directors shall be chaired by the President

Director. In case the President Director is absent or is incapacitated, evidenceof which need not be given to third parties, then the meeting shall be chaired

by a member of the board of Directors elected from among those members of

the Board of Directors present.

7. A member of the Board of Directors may only be represented in the meetingof the Board of Directors by another member of the Board of Directors by

virtue of a power of attorney.

8. The meeting of the Board of Directors is valid and may adopt binding

resolutions only if more than ½ (one-half) of the total members of the Boardof Directors are present or represented at the meeting.

9. Resolutions of the Board of Directors shall be adopted by amicable discussion

and consensus. In case a resolution cannot be adopted in an amicable manner,the resolution shall be adopted by more than ½ (one-half) of all votes cast at

the meeting .

10. In the event that there should be an equal number of approving anddisapproving votes, then the Chairman of the Board of Directors Meeting shallhave a deciding vote.

11. a. Each member of the Board of Directors present at the meeting is

entitled to cast 1 (one) vote and an additional 1 (one) vote for eachother member of the Board of Directors he represents.

b. Voting with respect to a person shall be cast by secret ballot withoutsignature while voting with respect to other matters shall be done

verbally, unless the chairman of the meeting determines otherwisewithout any objections from those present at the meeting.

c. Blank votes and void votes shall not be considered as legally cast and

thus shall be non existent and accordingly shall not be counted indetermining the total votes cast.


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12. The Board of Directors may also adopt valid and binding resolutions withoutconvening a meeting of the Board of Directors provided that all members of

the Board of Directors have been notified in writing and all members of theBoard of Directors grant their approval as to the proposal thereof forwarded inwriting and evidenced by their signed consent.

Resolutions of the Board of Directors so adopted shall be deemed equal to

resolutions legally adopted in a meeting of the Board of Directors. Theresolution(s) adopted in such manner shall be made in English.

13. Minutes shall be drawn up in the Indonesian and English languages of the proceedings and of the decisions of the Board of Directors by an individual

designated by those Directors present at the meeting or by a notary. Theminutes shall be signed either by the chairman of that meeting together with

one of the other Directors attending the meeting or by the notary who preparedthe minutes. The minutes so signed shall be prima facie evidence of the

Board's decision. A copy of the minutes of a meeting of the Board of Directors certified by any 2 (two) Directors or by the notary who prepared the

minutes as being authentic shall serve as proof to third parties of those matterscontained therein.

14. The minutes of a Meeting of the Board of Directors made and signed inaccordance with the provisions of this Article shall serve as legal evidence to

all members and the Directors and any third party concerning resolutionsadopted at the relevant meeting of the Board of Directors.

BOARD OF COMMISSIONERS

Article 13

1. The Company shall have a Board of Commissioners who shall supervise and

oversee the activities of the Board of Directors. The Board of Commissionersshall consist of 6 (six) Commissioners, comprising of a President

Commissioner and 5 (five) other Commissioners.

2. Members of the Board of Commissioners are appointed by a General Meeting

of Shareholders, under the condition that the President Commissioner and 2


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(two) other Commissioners shall be appointed from candidates nominated bythe foreign shareholder and 3 (three) Commissioners shall be appointed from

candidates nominated by the Indonesian shareholder.

3. Only persons who have met the requirements of prevailing laws may be

appointed as members of the Board of Commissioners.

4. Members of the Board of Commissioners shall be appointed by the GeneralMeeting of Shareholders for a period of _________ (_______) years without

prejudice to the rights of the General Meeting of Shareholders to dismiss themfrom time to time.

5. Members of the Board of Commissioners may be given salary or financialsupport the amount of which shall be determined by the General Meeting of

Shareholders.

6. A member of the Board of Commissioners whose term of office has expiredshall be eligible for re-appointment.

7. A General Meeting of Shareholders may dismiss a member of the Board of

Commissioners prior to the expiration of his/her term of office if such member has violated the Articles of Association, neglected his/her duties or for anyother reason. Recommendation for removal of a member of the Board of

Commissioners by a Shareholder who recommended the appointment of suchmember of the Board of Commissioners shall be binding for the General

Meeting of Shareholders.

8. If any position of the members of the Board of Commissioners for any reasons

is vacant, then within 30 (thirty) days as of the vacancy occurring, a GeneralMeeting of Shareholders must be held to appoint members of the Board of

Commissioners with due observance to the provisions in paragraph 3 of thisArticle.

9. A member of the Board of Commissioners may resign from his/her office by

giving notice in writing to the Company at least 30 (thirty) days in advance of his/her intention to do so.


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10. The term of office of a member of the Board of Commissioners shallautomatically terminate if such member of the Board of Commissioners:

a. resigns from his/her office pursuant to the provisions of paragraph 8; b. no longer complies with the prevailing laws;

c. dies;d. is dismissed pursuant to a resolution of the General Meeting of

Shareholders;e. is declared bankrupt.

11. The term of office of any person appointed in place of a member of the Boardof Commissioners who has been dismissed or resigned or to fill a vacancy that

occurs for any other reasons shall be the remaining term of the member of theBoard of Commissioners he/she succeeded.

DUTIES AND POWERS OF THE BOARD OF COMMISSIONERS

Article 14

1. The Board of Commissioners shall supervise the management of the Company

by the Board of Directors and give advice to the Board of Directors.

2. The Board of Commissioners, jointly or individually at any time during

normal office hours of the Company may enter the building and premises or other places used or controlled by the Company and may inspect and examine

all accounts, agreements and other documents of the Company and mayinspect and examine the financial situation and are empowered to know allacts conducted by the Board of Directors.

3. The Board of Directors and each member of the Board of Directors shall be

obliged to give an explanation relating to all matters requested by the Board of Commissioners.

4. The Board of Commissioners at any time may suspend one or more members

of the Board of Directors from his/her post if he/she engages in actions whichcontradict the Articles of Association and or the prevailing laws.


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5. The said suspension must be notified to the suspended member of the Board of Directors accompanied by valid reasons.

6. Within 30 (thirty) days after the suspension, the Board of Commissioners isobliged to convene a General Meeting of Shareholders which shall determine

whether the member of the Board of Directors who has been suspended shall be dismissed or be reinstated to his/her former position, but such

determination shall only be made after the member of the Board of Directorshas been given a hearing.

7. The meeting mentioned in paragraph 6 of this Article shall be chaired by thePresident Commissioner and in his / her absence, by one of the other members

of the Board of Commissioners and if none of the members of the Board of Commissioners is present, then the meeting shall be chaired by one of the

persons elected by and from among those present. Evidence of the saidabsence shall not be required to be given to third parties.

In the event that there is only one Commissioner in the Company, then themeeting shall be chaired by the Commissioner.

8. If the said General Meeting of Shareholders is not held within 30 (thirty) days

after the suspension, then the said suspension shall be null and void, and thesuspended Director may resume his/her former position.

9. If all members of the Board of Directors are suspended and the Company doesnot have any members on the Board of Directors, then in the meantime, the

Board of Commissioners shall be obliged to manage the Company.

In such case, the Board of Commissioners may grant temporary authority to

one or more among them at their joint risk.

10. In the event that there is only one Commissioner, all duties and powersgranted to the President Commissioner or the members of the Board of

Commissioners have the same effect with respect to the Commissioner inthese Articles of Association.

MEETINGS OF THE BOARD OF COMMISSIONERS

Article 15


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1. A meeting of the Board of Commissioners may be held at any time as deemed

necessary by one or more members of the Board of Commissioners, but atleast once every calendar quarter, or upon request in writing of one or moremembers of the Board of Directors or upon request by one or more

shareholders jointly representing 1/10 (one tenth) of the total issued sharesholding valid voting rights.

2. The summons for the meeting of the Board of Commissioners shall be carried

out by the President Commissioner.

3. The summons for the meeting of the Board of Commissioners shall be issued

to each member of the Board of Commissioners either delivered personally or by registered mail, at least 7 (seven) days prior to the meeting excluding the

date of the summons and the date of the meeting.

4. The summons for the meeting must mention the agenda, date, hour and placeof the meeting.

5. The meeting of the Board of Commissioners shall be held at the domicile or at

the principal place of business of the Company in the English language. If allmembers of the Board of Commissioners are present or represented, thesummons is not necessary and the meeting of the Board of Commissioners can

be held anywhere and shall have the right to adopt valid and bindingresolutions.

6. Any member of the Board of Commissioners shall accept a shorter period of notice than that prescribed by these Articles of Association with respect to

matters which in the opinion of the President Commissioner require urgentdecision.

7. The meeting of the Board of Commissioners shall be chaired by the President

Commissioner, but if he is not present or is incapacitated, evidence of whichneed not be given to third parties, then the meeting of the Board of

Commissioners shall be chaired by a Commissioner elected from amongmembers of the Board of Commissioners present.


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8. A meeting of the Board of Commissioners shall be valid and entitled to adopt binding resolutions only if attended or represented by more than ½ (one-half)

of the members of the Board of Commissioners.

9. Resolutions of the Board of Commissioners shall be adopted by amicable

discussion and consensus. In case a resolution cannot be adopted in anamicable manner, the resolution shall be adopted by more than ½ (one-half) of

all votes cast at the meeting.

10. In the event that there should be an equal number of approving anddisapproving votes, then the Chairman of the Board of CommissionersMeeting shall not have a deciding vote.

11. A member of the Board of Commissioners may only be represented in the

meeting of the Board of Commissioners by another member of the Board of Commissioners by virtue of a power of attorney.

12. A written resolution which is circulated to and approved by all the members of

the Board of Commissioners shall for all purposes be deemed to have the sameeffect as a resolution adopted at a duly constituted meeting of the Board of

Commissioners.

13. Resolutions of the Board of Commissioners shall be adopted by amicable

discussion and consensus. In case a resolution cannot be adopted in anamicable manner, a resolution shall be adopted by more than one half of all

votes legally cast at the meeting.

14. a. Each member of the Board of Commissioners present at the meeting is

entitled to cast 1 (one) vote and an additional 1 (one) vote for eachother member of the Board of Commissioners he represents.

b. Voting with respect to a person shall be cast by secret ballot without

signature, while voting with respect to other matters shall be doneorally unless the chairman of the meeting determines otherwise

without any objection from those present at the meeting.


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c. Blank votes and void votes shall not be considered as legally cast andthus shall be non-existent and accordingly shall not be counted in

determining the total votes cast.

15. Minutes of a Meeting of the Board of Commissioners shall be drawn by a

person present at the meeting designated by the Chairman of the meeting andshall be signed by the Chairman and, in the event that there is more than one

Commissioner, another member of the Board of Commissioners present,appointed by the meeting for such purpose to verify their completeness and

accuracy. If the minutes are drawn up by a notary, the above mentionedsignatures are not required.

Minutes of a meeting made and signed as aforesaid shall serve as legalevidence and shall be binding for all members of the Board of Commissioners

and third parties.

16. The Board of Commissioners may also adopt valid resolutions withoutconvening a Meeting of the Board of Commissioners provided all members of

the Board of Commissioners have been notified in writing and all members of the Board of Commissioners grant their approval regarding the proposals

forwarded in writing and as evidenced by their signed consent.Resolutions of the Board of Commissioners so adopted shall be deemed equalto resolutions adopted in a meeting of the Board of Commissioners.

The resolution adopted in such manner shall be made in English.

17. As far as possible, members of the Board of Directors shall be invited to be present at meetings of the Board of Commissioners in order to give their opinions and explanations where necessary.

FINANCIAL YEAR

Article 16

1. The financial year of the Company shall commence on the 1 st (first) day of January to the 31 st (thirty-first) day of December.

2. At the latest 5 (five) months after the date the books of the Company areclosed, the Board of Directors shall prepare an annual report in accordance

with the provisions of prevailing laws which shall be signed by all members of


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the Board of Directors and the Board of Commissioners and submitted to theAnnual General Meeting of Shareholders.

The said annual report shall be made available at the Company’s office for inspection by the shareholders no later than 30 (thirty) days before an Annual

General Meeting of Shareholders is held.

GENERAL MEETING OF SHAREHOLDERS

Article 17

1. A General Meeting of Shareholders shall consist of:

a. an Annual General Meeting of Shareholders, as mentioned in Article18 of these Articles of Association;

b. an Extraordinary General Meeting of Shareholders which is a General

Meeting of Shareholders held from time to time as deemed necessary.

2. Unless the context requires otherwise, “General Meeting of Shareholders”shall mean both an Annual and an Extraordinary General Meeting of

shareholders in these Articles of Association.

ANNUAL GENERAL MEETING OF SHAREHOLDERS

Article 18

1. An Annual General Meeting of Shareholders shall be held each year at thelatest 6 (six) months following the closing of the Company’s financial year.

2. In the aforesaid Annual General Meeting of Shareholders:

a. The Board of Directors shall report on the audited balance sheet, andthe profit and loss statement covering the relevant financial year as

well as submitting for approval an explanation of the said documents;

b. The Board of Directors shall submit an annual report in connection

with the conditions and management of the Company, the results thathave been achieved during the course of the past financial year and


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shall report on its proposed activities for the future, the main activities

of the Company and the amendments during the financial year as wellas details of any problems that arose during the financial year whichmay influence the activities of the Company to be submitted for

approval and ratification;

c. The appropriation of the Company's undistributed net earnings shall bedetermined and approved;

d. Resolutions may be adopted as to other matters properly raised without prejudice to the provisions of the Articles of Association.

3. The ratification of the financial statement by the Annual General Meeting of Shareholders shall constitute a full release and discharge of all responsibilities

of the members of the Board of Directors and the Board of Commissioners for the management and control performed during the previous financial year as

long as the said action is reflected in the financial statement.

4. In the event that the Board of Directors or the Board of Commissioners fails toconvene an Annual General Meeting of Shareholders at the specified time,

then the Shareholders are entitled to call an Annual General Meeting of Shareholders themselves at the expense of the Company after obtaining

permission from the Head of the District Court whose jurisdiction is at the

domicile of the Company.

5. Proposals or questions of the shareholders shall only be included on theagenda of the meeting if a written request with respect thereto has beensubmitted to the Board of Directors by 1 (one) or more Shareholders who

represent at least 10% (ten percent) of the issued capital of the Company provided that any such request is received in reasonable time so as to give the

Board of Directors sufficient time to include it in the notice of annual generalmeeting to be sent to the Shareholders having regard to the time required for

sending out notices for a General Meeting of Shareholders.

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

Article 19


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1. The Board of Directors or the Board of Commissioners may convene anExtraordinary General Meeting of Shareholders.

2. The Board of Directors or the Board of Commissioners are obliged to call andconvene an Extraordinary General Meeting of Shareholders upon a written

request by one or more Shareholders jointly representing 1/10 (one tenth) of the total issued shares with valid voting rights. The said written request must

be submitted mentioning the matters to be discussed together with the reasons.

3. If the Board of Directors or the Board of Commissioners fail to convene anExtraordinary General Meeting of Shareholders as referred to in paragraph 2within 30 (thirty) days after receipt of the written request, the Shareholders

shall be entitled to convene the meeting themselves at the expense of theCompany after obtaining permission from the Head of the District Court

whose jurisdiction is at the domicile of the Company.

4. The implementation of the meeting as stated in paragraph 3 shall be subject tothe decision of the Head of District Court issuing the permit.

PLACE AND NOTICE OF THE GENERAL MEETING OF SHAREHOLDERSArticle 20

1. A General Meeting of Shareholders shall be held at the domicile of theCompany or at the place where the Company conducts its business activities

within Indonesia.

2. The summons to convene a General Meeting of Shareholders shall be sent to

each Shareholder whose current address is registered in the Register of Shareholders by prepaid registered mail, for current addresses in the Republic

of Indonesia, or prepaid air courier, for current addresses outside the Republicof Indonesia, no later than 14 (fourteen) days before the General Meeting of

Shareholders is scheduled to be conducted. In the case of emergency, the period of the summons may be shortened to no later than 7 (seven) days prior

to the date of the meeting, excluding the date of the summons and the date of the meeting, as the Board of Directors may determine.


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3. The summons of the General Meeting of Shareholders shall state the day, date,time, place as well as the agenda of the meeting accompanied by a notification

that the matters to be discussed at the meeting shall be made available at theoffices of the Company as of the date of the summons for the meetingconcerned until the date of the meeting to be held.

The summons of the Annual General Meeting of the Shareholders shall also

state that the annual report as described in Article 16 paragraph 2 is availableat the offices of the Company.

4. If all Shareholders with valid voting rights are present or represented at themeeting, prior notice as stipulated in paragraph 3 shall not be required and

such meeting may adopt valid and binding resolutions with regard to thematters to be discussed.

5. Additional proposals from shareholders shall be included in the agenda of a

General Meeting of Shareholders if: (a) the proposal concerned has beensubmitted in writing to the Board of Directors by 1 (one) or more shareholders

representing at least 10% (ten percent) of the aggregate number of sharesissued by the Company and has been received at least 7 (seven) calendar days

prior to the date of the Meeting; or (b) Shareholders holding at least 50%(fivety percent) of the issued shares of the Company present or represented atthe General Meeting of Shareholders agree to the proposal concerned in the

Meeting.


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CHAIRMAN AND MINUTES OF THE GENERAL MEETING OF

SHAREHOLDERS

Article 21

1. Unless as otherwise provided in these Articles of Association, all GeneralMeetings of Shareholders shall be presided over by the President Director in

the event the President Director is not present or is unavailable for any reasonwhatsoever, for which no evidence to third parties shall be required, the

meeting shall be chaired by a Director. If all members of the Board of Directors are not present or is unavailable for any reason whatsoever, for which no evidence to third parties shall be required, the meeting shall be

chaired by a member of the Board of Commissioners. If all members of theBoard of Commissioners are not present or is unavailable for any reason

whatsoever, for which evidence the third parties shall be required, the meetingshall be chaired by a person elected from among those present in the meeting.

Unless otherwise determined in the Meeting, the Meeting shall be held inEnglish. The Chairman of the Meeting shall be entitled to request evidence of

the authority of the attendants at the Meeting, also the Chairman of themeeting shall be entitled to examine the validity of any proxy used in the

Meeting.

2. In relation to all matters discussed and resolved in a General Meeting of

Shareholders, minutes shall be prepared in the English language and shall, for the purposes of evidence and legality, be signed by the chairman of the

meeting and shareholder or its proxy appointed by and among those present inthe meeting.

The minutes shall serve as prima facie evidence to all shareholders and third parties of any resolution or other matter owning at the meeting.

3. If the minutes of a meeting are drawn up in notarial deed, the above signatures

described in paragraph 2 of this article shall not be required.


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QUORUM, VOTING RIGHTS AND RESOLUTIONS

Article 22

1. a. A General Meeting of Shareholders may be held if attended by the

Shareholders representing more than 50% (fifty percent) of the totalissued capital of the Company.

b. If at such meeting the number of shares represented is not sufficient to

reach the quorum stipulated sub-paragraph 1 a of this article, then asecond General Meeting of Shareholders may be convened.

c. The summons as mentioned in sub-paragraph 1b above must be carriedout no later than 7 (seven) days prior to the meeting, excluding the date

of the summons and the date of the meeting.

d. The second meeting shall be held at least 10 (ten) days and no later than 21 (twenty one) days as of the date of the first meeting.

e. The second meeting is valid and may adopt binding resolution if the

meeting is attended by shareholders representing more than 50% (fifty percent) of the total issued shares.

f. If the quorum of the second meeting is not sufficiently reached, uponrequest of the Company the Head of the District Court whose

jurisdiction is at the domicile of the Company shall determine thequorum.

2. A Shareholder may be represented by another Shareholder or another person by power of attorney.

3. The chairman of the meeting is entitled to request that any power of attorney

be shown to him during the meeting.

4. At the meeting, each share shall grant to its holder the right to cast 1 (one)vote.


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5. The members of the Board of Commissioners and the Board of Directors andin general employees of the Company are entitled to act as proxies of

Shareholders in General Meetings of Shareholders and in voting and any suchvotes cast by them shall be deemed to be invalid.

6. Voting concerning a person shall be by unsigned folded ballot papers andother matters shall be done orally, unless the chairman of the meeting

determines another manner of voting without any objection from theShareholders present at the meeting.

7. Blank votes and void votes shall be considered not legally cast and being non-existent shall be not counted in determining the total votes cast.

8. All resolutions shall be adopted by amicable discussion and consensus. In the

event a resolution is not adopted in an amicable manner, then the resolutionshall be adopted by more than 50% (fifty percent) vote of all the votes legally

cast at the meeting, save as otherwise provided in Paragraph 3 of Article 11 or elsewhere in these Articles of Association.

If there is a tie vote during the meeting, then the proposal of the meeting shall

be rejected.

9. The Shareholders may also adopt valid and binding resolutions without

convening a General Meeting of Shareholders provided that all Shareholdershave granted their approval regarding the proposal forwarded in writing and as

evidenced by their signed consent. Any such resolution shall be considered asa resolution adopted by the General Meeting of Shareholders.

APPROPRIATION OF NET EARNINGS

Article 23

1. Net profits of the Company in the financial statements as stated in the balance

sheet and profit and loss statement that have been approved by the GeneralMeeting of Shareholders, shall be distributed based on the resolution adoptedat such meeting.


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2. If the Annual General Meeting of Shareholders does not determine its

allocation, net profits after deduction of the reserve fund as required by prevailing laws and the Company's Articles of Association are distributed asdividends.

3. If the profit and loss statement in any particular year results in a loss thatcannot be covered by the reserve fund then the said loss shall be recorded in

and entered into the profit and loss statement and be carried forward into thesucceeding year or years and the Company shall be deemed not to have made

any profit until such time as the loss recorded in and entered into the profit andloss statement has been completely covered.

4. Within 60 (sixty) days after the decision regarding distribution of the profitshas been fixed by the General Meeting of Shareholders, the Board of Directors

must make a written announcement informing the Shareholders as to when thedividends, if any, will be paid.

5. Dividends left unclaimed after 5 (five) years counted from the day they are

payable shall cease to be payable and shall be returned to the reserve fundspecifically allocated for that purpose.

The dividends in the said special reserve fund may be claimed by theShareholders entitled before the period of 5 (five) years has passed by

forwarding evidence of their rights to the said dividend in a manner acceptableto the Board of Directors of the Company.

APPROPRIATION OF RESERVE FUND

Article 24

1. Part of the profit which is set aside for the reserve fund shall be determined bythe General Meeting of Shareholders without prejudice to prevailing laws.

2. Until the reserve fund reaches 20% (twenty percent) of the issued capital it

may only be used to cover losses incurred by the Company.


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3. If the amount of the reserve fund has exceeded the said 20% (twenty percent),then the General Meeting of Shareholders may decide that the exceeding

amount as mentioned in paragraph 2 be used for the benefit of the Company.

4. The Board of Directors shall manage the reserve fund so as to generate a profit

in a manner considered with the approval of the Board of Commissioners andwithout prejudice to the prevailing laws.

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 25

1. Amendments to the Articles of Association shall be determined by the GeneralMeeting of Shareholders attended by Shareholders representing at least 75%(seventy five percent) of the total issued shares with valid voting rights and the

resolution shall be approved by at least 75% (seventy five percent) of the totalvotes legally cast at the meeting.

Amendments to the said Articles of Association shall be drawn up in a notarialdeed and in the Indonesian language and in the English language.

2. Amendments to the provisions of the Articles of Association regarding thechange of the name, purpose and objectives of the line of business, duration of

the Company, the amount of the authorized capital, the reduction of the issuedand paid-up capital as well as the change of the status from closely held

company to an open company or vice versa, shall obtain an approval from theMinister of Justice of the Republic of Indonesia.

3. Amendments other than amendments pertaining to the issues mentioned in paragraph 2 of this article only need to be notified to the Minister of Justice of

the Republic of Indonesia within 14 (fourteen) days as of the adoption of theresolution of the General Meeting of Shareholders with respect to the said

amendment and be registered in the Company Registration.

4. If in the meeting mentioned in paragraph 1 the quorum is not reached, 10 (ten)days at the earliest and 21 (twenty one) days at the latest after the firstmeeting, the second meeting may be held under the same condition and

agenda as required for the first meeting, except for the period of notice which


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shall be given no later than 7 (seven) days before the second meetingexcluding the date of the notice and the date of the meeting and the resolutions

shall be approved by at least 75% (seventy five percent) of the total voteslegally cast at the meeting.

5. Resolutions pertaining to a reduction of the capital shall be notified in writingto all creditors of the Company and be announced by the Board of Directors in

an Indonesian language daily newspaper which has a wide circulation at thedomicile of the Company and in the State Gazette no later than 7 (seven) days

after the date the resolution of the reduction of the capital has been adopted.

MERGER, CONSOLIDATION AND ACQUISITIONArticle 26

1. Without prejudice to prevailing law and regulations, any merger, consolidation

and acquisition may only be performed based on a resolution of the GeneralMeeting of Shareholders attended by shareholders representing at least 75%

(seventy five percent) of the total issued shares and the resolutions shall beapproved by at least 75% (seventy five percent) of all votes with valid voting

rights legally cast at such meeting.

2. The Board of Directors is obliged to announce the plan of merger,

consolidation and acquisition of the Company, in 2 (two) daily newspaperscirculating in the domicile / place of business of the Company, no later than 14

(fourteen) days prior to the notice of the General Meeting of Shareholders.

DISSOLUTION AND LIQUIDATION

Article 27

1. Without prejudice to prevailing laws and regulations the dissolution of the

Company may only be executed based on a resolution of the General Meetingof Shareholders attended by shareholders representing at least 75% (seventy

five percent) of the total issued shares with valid voting rights and approved by at least 75% (seventy five percent) of all votes legally cast at the meeting.


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2. If the Company is dissolved, either due to expiry of the duration of theCompany or the winding up of the Company based on a resolution of the

General Meeting of Shareholders or upon request of the court judgment thenthe dissolution of the Company shall be followed by liquidation conducted byliquidators.

3. The Directors shall act as liquidators whenever no liquidator is appointed at

the resolution of the General Meeting of Shareholders as described in paragraph 2.

4. Remuneration of the liquidator(s) shall be determined by the General Meetingof Shareholders or by a court judgment.

5. The liquidator(s) is obliged to register at the Companies Registry, to announce

in the State Gazette and in 2 (two) daily newspapers published or circulated atthe domicile of the Company and to notify the Minister of Justice no later than

30 (thirty) days after the company is dissolved.

6. The Articles of Association as written document the deed of establishment aswell as its amendments shall remain in force until the date the liquidation

account has been approved by the General Meeting of Shareholders and theliquidators have been given a full release and discharge.

CLOSING PROVISIONS

Article 28

All matters that are not provided for or not adequately covered in these Articles of

Association shall be decided by the General Meeting of Shareholders. Furthermore,the appearers acting in their above mentioned capacities state that:

I. In deviation of the provisions of Article 10 and Article 13 hereof regarding the

procedures for appointment of members of the Board of Directors and theBoard of Commissioners for the first time the following persons are appointed

as:

BOARD OF DIRECTORS :


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President Director:

Director:

Director:

Director:

Director:

Director:

BOARD OF COMMISSIONERS :

President Commissioner:

Commissioner:

Commissioner:

Commissioner:

Commissioner:

Commissioner:

-Each of whom has accepted said appointment is subject to confirmation bythe first General Meeting of Shareholders.

II. The Board of Directors and ______________, employees of the Notary

Office, residing in Jakarta, both acting jointly or severally with the right of substitution, have been duly authorised and empowered to submit a request for approval and confirmation of these Articles of Association from the

appropriate authorities and to make amendments and/or additions in whatever forms which may be require in order to obtain the said approval, and for that

purpose to submit and sign all applications and other legal documents, to

choose domicile and to perform all acts which may be required.


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IN WITNESS WHEREOF

-This Deed has been drawn up as minutes and executed in Jakarta, on the day and datementioned at the beginning of this deed, in the presence of __________________ and

______________, both employees of the Notary as witnesses.

-Immediately after this deed had been read out by me, Notary, to the appearer and

witnesses, this deed is signed by the appearers, witnesses and by me, Notary.

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Documents

AOA Limited Liability Company