DENI THANUR. S.E., S.H., M.Kn

NOTARY

Decree of Minister of Justice and Human Rights of the Republic of Indonesia

No.: C-76.HT.03.02-Th.2002, dated January 30, 2002

Wisma Bumiputera, LT.M, Suite 206, Jl. Jend. Sudirman Kav. 75, Jakarta 12910,

Phone.: 5224516, 5252862, Fax.: 5224517, E-mail: denithanur@yahoo.com

T E N O R

DEED : MINUTES OF EXTRAORDINARY GENERAL MEETING OF

SHAREHOLDERS OF PT INDOCEMENT TUNGGAL PRAKARSA

Tbk.

DATED : May 13, 2015

NUMBER : 17

MINUTES OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF PT

INDOCEMENT TUNGGAL PRAKARSA Tbk.

Number: 17

-On this day, Wednesday, dated 13-05-2015 (the thirteenth day

of May two thousand fifteen).---------------------------------

-At 16.10 (ten past sixteen) Western Indonesian Time.---------

-I, DENI THANUR, Sarjana Ekonomi, Sarjana Hukum, Magister

Kenotariatan, Notary in Jakarta, in the presence of witnesses

known to me, Notary, and whose name will be mentioned at the

end of this deed:---------------------------------------------

-At the request of the Board of Directors of the Limited

Liability Company PT INDOCEMENT TUNGGAL PRAKARSA Tbk., having

its domicile in South Jakarta, Wisma Indocement, 13th Floor,

Jalan Jenderal Sudirman kaveling 70-71, Jakarta 12910, of

which the articles of association has obtained ratification

from the Minister of Justice of the Republic of Indonesia as

contained in the Decree dated 17-05-1985 (the seventeenth day

of May one thousand nine hundred eighty five) number C2-

2876.HT.01.01.TH.85 and already contained as well as announced

in the State Gazette of the Republic of Indonesia dated 16-07-

1985 (the sixteenth day of July one thousand nine hundred

eighty-five) Number 57, Supplement to Number 946, and the

amendment to entire articles of association for adjustment to

the Law Number: 40 of 2007 (two thousand seven) regarding

Limited Liability Company has obtained approval from the

Minister of Law and Human Rights of the Republic of Indonesia

by the Decree dated 07-07-2008 (the seventh day of July two

thousand eight) number AHU-38881.AH.01.02.Tahun 2008, as well

as the recent amendment to the articles of association has

obtained the Receipt of Notification on Amendment to Articles

of Association from the Minister of Law and Human Rights of

the Republic of Indonesia on 12-06-2012 (the twelfth day of

June two thousand twelve) number AHU-AH.01.10-21089;----------

(hereinafter abbreviated to “Company”).-----------------------

-Be at Wisma Indocement, 21st Floor, Jalan Jenderal Sudirman

Kaveling 70-71.-----------------------------------------------

-I.e. to fulfill the request above, to draw up the minutes of

agenda and resolution in the Extraordinary General Meeting of

Shareholders of the Company (hereinafter abbreviated to

“Meeting”), held on day, date, venue and hour mentioned above.

-There were present in the Meeting and therefore appeared

before me, Notary and witnesses:------------------------------

1. Mr. Doctor ALBERT SCHEUER, born in Alsfeld, on 04-11-1957

(the fourth day of November one thousand nine hundred

fifty-seven), private person, residing in Wiesloch,

Mertzgarten 1, 69168 Wiesloch, Germany, the holder of

Passport of Germany number C8ZVT4PP7, Germany Citizen; ----

-for the time being staying in Jakarta; -------------------

-according to his statement in this case acting in his

capacity as the President Commissioner of the Company; ----

2. Mr. TEDY DJUHAR, born in Pekalongan, on 27-04-1951 (the

twenty-seventh day of April one thousand nine hundred

fifty-one), private person, residing in Jakarta, Widya

Chandra Residence Kavling S, South Jakarta, the holder of

Identity Card Number 3171052704510001, issued by the

Village of Senayan, valid forever, Indonesian Citizen; ----

-according to his statement in this case acting in his

capacity as the Vice President Commissioner/Independent

Commissioner of the Company; ------------------------------

3. -Mr. I NYOMAN TJAGER, Sarjana Hukum, Master of Art, born in

Bali, on 30-03-1950 (the thirtieth day of March one

thousand nine hundred fifty), private person, residing in

Jakarta, jalan Buana Biru Besar Block J 1 number 9, West

Jakarta, the holder of Identity Card number

3173013003500002, issued by Village of Kembangan Utara,

valid forever, Indonesian Citizen; ------------------------

-according to his statement in this case acting in his

capacity as the Vice President Commissioner/Independent

Commissioner of the Company. ------------------------------

4 Mr. CHRISTIAN KARTAWIJAYA, born in Jakarta, on 09-01-1967

(the ninth day of January one thousand nine hundred sixty

seven), private person, residing in Jakarta, jalan Pulomas

Utara I B/5, East Jakarta, the holder of Identity Card

under Demography Master Number 3172060901670003, valid

through 09-01-2017 (the ninth day of January two thousand

seventeen), Indonesian Citizen; ---------------------------

-according to his statement in this case acting in his

capacity as the President Director of the Company. --------

5. -Mr. FRANCISCUS WELIRANG, born in Padang, on 09-11-1951

(the ninth day of November one thousand nine hundred fifty-

one), private person, residing in Jakarta, jalan Gunung

Sahari VI number 12, Central Jakarta, the holder of

Identity Card under Demography Master Number

3171020911510003, valid forever, Indonesian Citizen; ------

-according to his statement in this case acting in his

capacity as the Vice President Director of the Company. ---

6. -Mr. KUKY PERMANA KUMALAPUTRA, born in Jakarta, on 21-01-

1953 (the twenty-first day of January one thousand nine

hundred fifty-three), private person, residing in Jakarta,

Komplek Kedoya Garden Raya number 5, West Jakarta, the

holder of Identity Card number 3173052101530004, issued by

Village of Kedoya Selatan, valid through 21-01-2016 (the

twenty-first day of January two thousand sixteen),

Indonesian Citizen; ---------------------------------------

-according to his statement in this case acting in his

capacity as the Independent Director of the Company. ------

7. -Mr. HASAN IMER, born in Güzeloba, Turkey, on 03-01-1954

(the third day of January one thousand nine hundred fifty-

four), private person, residing in Jakarta, Kempinski

Private Residences, unit 38E, jalan Muhammad Husni Thamrin

number Jakarta 10310, the holder of Passport of the

Republic of Turkey number U 03450623, Turkey Citizen; -----

-according to his statement in this case acting in his

capacity as the Director of the Company. ------------------

8. -Mr. TJU LIE SUKANTO, born in Panipahan, on 05-04-1968 (the

fifth day of April one thousand nine hundred sixty-eight),

private person, residing in Jakarta, jalan Pluit Putra V

number 3, Jakarta Utara, the holder of Identity Card number

3172010504680010, issued by Village of Pluit, valid through

05-04-2017 (the fifth day of April two thousand seventeen),

Indonesian Citizen; ---------------------------------------

-according to his statement in this case acting in his

capacity as the Director of the Company. ------------------

9. -Mr. RAMAKANTA BHATTACHARJEE, born in Chittagong, on 15-12-

1965 (the fifteenth day of December one thousand nine

hundred sixty-five), private person, residing in South

Jakarta, Executive Paradise Complex Townhouse G-4, jalan

Panglima Antasari, Cilandak, the holder of Passport of

Bangladesh number AA3100255, Bangladesh Citizen; ----------

-according to his statement in this case acting in his

capacity as the Director of the Company. ------------------

10. -Mr. DANIEL KUNDJONO ADAM, born in Purwodadi, on 29-04-1957

(the twenty-ninth day of April one thousand nine hundred

fifty-seven), private person, residing in Jakarta, The Peak

Apartment Tower Renais 19.C, South Jakarta, the holder of

Identity Card number 3175072904570003, issued by Village of

Setia Budi, valid through 29-04-2016 (the twenty-ninth day

of April two thousand sixteen), Indonesian Citizen; -------

-according to his statement in this case acting in his

capacity as the Director of the Company. ------------------

11. -Mr. BENNY SETIAWAN SANTOSO, born in Surakarta, on 30-01-

1958 (the thirtieth day of January one thousand nine

hundred fifty-eight), private person, residing in Jakarta,

jalan Bukit Golf II/PC-7, South Jakarta, the holder of

Identity Card number 3174053001580004, issued by Village of

Pondok Pinang, valid through 30-01-2016 (the thirtieth day

of January two thousand sixteen), Indonesian Citizen; -----

-according to his statement in this case acting in his

capacity as the Director of the Company. ------------------

12. -Mr. DANIEL ROBERT FRITZ, born in New Jersey, the United

States of America, on 23-02-1955 (the twenty-third day of

February one thousand nine hundred fifty-five), private

person, residing in Florida, 141 Broken Pottery Lane, Ponte

Vedra Beach, FL 32082, American Citizen, the holder of

Passport of the United States of America number 452044440,

American Citizen; -----------------------------------------

-for the time being staying in Jakarta. -------------------

-according to his statement in this case acting in his

capacity as the Director of the Company. ------------------

13. –Miss. DINI PARAMITHA KIRANA, born in Jakarta, on 18-08-

1989 (the eighteenth day of August one thousand nine

hundred eighty-nine), private person, residing in South

Tangerang City, Camar IX Blok AL/22, the holder of Identity

Card under Demography Master Number 3674035808890016, valid

through 18-08-2017 (the eighteenth day of August two

thousand seventeen), Indonesian Citizen; ------------------

-for the time being staying in Jakarta; -------------------

-according to his statement in this case acting as

representative by virtue of: ------------------------------

a. STATEMENT LETTER, privately made, duly stamped, dated

12-05-2015 (the twelfth day of May two thousand

fifteen) of which the original was attached to the

minutes of deed drawn up before me, Notary dated today,

number 16;---------------------------------------------

juncto-------------------------------------------------

b. POWER OF ATTORNEY, privately made, duly stamped, dated

02-02-2015 (the second day of February two thousand

fifteen) of Mr. SHEE TSE KOON, Chief Executive Officer

of STANDARD CHARTERED BANK in Indonesia;---------------

where SHEE TSE KOON was as proxy by virtue of the POWER OF

ATTORNEY dated 25-06-2014 (the twenty-fifth day of June two

thousand fourteen) already legalized by ANDREW NICHOLAS

ROBINSON, Public Notary in London, on 26-06-2014 (the

twenty-sixth day of June two thousand fourteen) and already

ratified by the Foreign and Commonwealth Office in London

on 26-06-2014 (the twenty-sixth day of June two thousand

fourteen) under number K120212 as well as already legalized

by the Embassy of the Republic of Indonesia in London on

30-06-2014 (the thirtieth day of June two thousand

fourteen) under number 705/L/06/LON/2014, of which the

photocopy was attached to the minutes hereof, therefore

validly acting for and on behalf of STANDARD CHARTERED

BANK, a company established by virtue of Law of the United

Kingdom, already registered with the Companies Registration

Office for England and Wales under number ZC18 and having

its office at 1 Basinghall Avenue, London, EC2V 5DD,

England; --------------------------------------------------

where the STANDARD CHARTERED BANK was represented BIRCHWOOD

OMNIA LIMITED, a Company established by virtue of Law of

the United Kingdom and having its domicile in Hanson House

14 Castle Hill, Maidenhead SL6 4 JJ, England; -------------

by virtue of the POWER OF ATTORNEY (Multi-Direct Model)

dated 28-09-2012 (the twenty-eighth day of September two

thousand twelve) juncto CUSTODIAN AGREEMENT (MULTI-DIRECT

MODEL) dated 15-04-2010 (the fifteenth day of April two

thousand ten); --------------------------------------------

which Company in this case is represented as the owner of

1,877,480,863 (one billion eight hundred seventy seven

million four hundred eighty thousand eight hundred sixty

three) shares in the Company. -----------------------------

14. -PUBLIC (other than the shareholders as referred to in item

13 above) entirely as the holder /owner of 636,217,572 (six

hundred thirty six billion two hundred seventeen thousand

five hundred seventy two) shares in the Company whose names

were detailed in the list, duly stamped and attached to the

minutes hereof. -------------------------------------------

-Each appearer was introduced to me, Notary by the other

appearers.----------------------------------------------------

-Before the Meeting was opened officially, the master of

ceremony read out the rules of Meeting.-----------------------

-Subsequently, Mr. I NYOMAN TJAGER, Sarjana Hukum, Master of

Art, explained that the appearer as the Vice President

Commissioner/Independent Commissioner of the Company, by

virtue of the Resolution of Meeting of Board of Commissioners,

privately made, duly stamped, dated 13-05-2015 (the thirteenth

day of May two thousand fifteen) number

004/Kpts/Kom/ITP/V/2015, of which the photocopy was in

accordance with the original thereof attached to the minutes

hereof, appointed to act as the Chairman of Meeting and

chaired this Meeting, as such to fulfill the provisions in

article 11(4) of the Company’s Articles of Association.-------

-Then the Chairman of Meeting asked me, Notary, to explain to

the Meeting whether the Meeting procedure, including total

shares present and or represented in the Meeting have

fulfilled the requirements stipulated by the Company’s

Articles of Association and the legislation in Capital Market

sector.-------------------------------------------------------

-Subsequently I, Notary, informed any matters as follows:-----

-that I have received the information from the Company proving

that the Meeting procedure have been implemented according to

the Company’s Articles of Association as well as the

prevailing regulation on capital market, i.e.:----------------

a. To fulfill the provisions in the Regulation of Financial

Service Authority (“OJK”) number 32/POJK.04/2014 dated 08-

12-2014 (the eighth day of December two thousand fourteen),

the Board of Directors has notified to OJK about the plan

and agenda of such Meeting by the letter number

035/CSD/ITP-PP/III/2015 dated 27-03-2015 (the twenty-

seventh day of March two thousand fifteen). ---------------

b. The NOTIFICATION to the shareholders about the Company’s

plan to hold Meeting. It was made by advertisement on 3

(three) daily newspapers, namely Bisnis Indonesia, Media

Indonesia and The Jakarta Post, they were dated 06-04-2015

(the sixth day of April two thousand fifteen); ------------

c. The NOTICE to the shareholders to attend such Meeting. It

was made by advertisement on the same 3 (three) daily

newspapers, namely Bisnis Indonesia, Media Indonesia and

The Jakarta Post, they were dated 21-04-2015 (the twenty-

first day of April two thousand fifteen); -----------------

d. That pursuant to Article 21(1) of the Company’s Articles of

Association, for the agenda of Meeting, the Meeting shall

be valid if attended by the shareholders and or their

authorized proxies, representing at least 2/3 (two-thirds)

of entire shares with voting right already issued by the

Company. --------------------------------------------------

e. that the Meeting was attended and or represented by

2,513,698,435 (two billion five hundred thirteen million

six hundred ninety eight thousand four hundred thirty five)

shares or equal to 68.28% (sixty eight point twenty eight

percent) of entire shares with qualified votes already

issued by the Company, namely 3,681,231,699 (three billion

six hundred eighty one million two hundred thirty one

thousand six hundred ninety nine) shares, according to the

Company’s Register of Shareholders as per 20-04-2015 (the

twentieth day of April two thousand fifteen) until 16.00

(sixteen) Western Indonesian Time. ------------------------

-As such, the requirement of quorum determined in Article

21(1) of the Company’s Articles of Association has been

fulfilled.----------------------------------------------------

-Subsequently, the Chairman of Meeting explained that pursuant

to notice of Meeting, the agenda of Meeting are as follows:---

-Adjustment of the Company’s Articles of Association to the

regulation of Finance Service Authority. ------------------

-Subsequently, the Chairman of Meeting asked to the Company’s

Board of Directors to address the explanation and proposal

related to the agenda of Meeting.-----------------------------

-Subsequently, the appearer Mr. TJU LIE SUKANTO, as the

Company’s Director, representing the Company’s Board of

Directors, addressed the explanation and proposal related to

the agenda of Adjustment of the Company’s Articles of

Association to the regulation of Finance Service Authority, as

follows:------------------------------------------------------

“The honorable Shareholders. ------------------------------

On 08-12-2014 (the eighth day of December two thousand

fourteen), OJK has issued several new regulations, inter

alia the regulation regarding Plan and Agenda of General

Meeting of Shareholders of Listed Company, regulation

regarding Board of Directors and Board of Commissioners of

Issuer or Public Company, regulation regarding Committee

for Nomination and Remuneration of Issuer or Public Company

as well as regulation regarding Increase in Capital of

Listed Company without providing Pre-Emptive Right. -------

The Company has becoming the public company since 1989 (one

thousand nine hundred eighty-nine), therefore the Company

shall make adjustment to its articles of association

according to the newest provisions of OJK. ----------------

-That the Concept of Adjustment to the Company’s Articles

of Association has been distributed to the shareholders

before entering the Meeting room. -------------------------

Now therefore, it was hereby proposed to the Meeting any

matters as follows: ---------------------------------------

1. To approve the amendment and addition of several

provisions in the Company’s Articles of Association for

adjustment to the newest Regulation of OJK, so as to

henceforth, the Company’s Articles of Association

becomes as the principles contained in the Concept of

Adjustment of Articles of Association.-----------------

2. To confer power upon the Company’s Board of Directors

or Corporate Secretary with substitution right to

restate the Meeting resolution adopted in the first

agenda of Meeting relating to the Adjustment of the

Company’s Articles of Association to the newest

Regulation of OJK, in a deed of Notary and subsequently

submit the application for approval of and/or

notification to the Minister of Law and Human Rights of

the Republic of Indonesia in relation to the amendment

to the Company’s Articles of Association, and to make

amendment and or addition in any forms need and or

required by the competent party for revision and

fulfillment of the legislation as well as to take all

acts deemed convenient and necessary, nothing excepted,

as such by taking into account the provisions in the

legislation.”------------------------------------------

After hearing the explanation and proposal addressed by the

Company’s Board of Directors in the Meeting agenda,

subsequently the Chairman of Meeting provided opportunity

to the shareholders to address question in relation to such

Meeting agenda. -------------------------------------------

-Since there was no shareholder addressing question in

relation to the Meeting agenda, the Chairman of Meeting

asked whether the proposal already submitted by the

Company’s Board of Directors in the Meeting agenda can be

approved amicably. ----------------------------------------

-Then the Chairman of Meeting asked whether there was

Company’s shareholder declared disagree and/or provided

blank vote in relation to the proposal submitted in the

Meeting agenda. -------------------------------------------

-Since there was shareholder provided disagree vote and

blank vote to the proposal submitted in the Meeting agenda,

then the Chairman of Meeting asked me, Notary, to calculate

the votes, and after the calculation of votes, in fact the

result of vote calculation was as follows: ----------------

a. the shareholders entirely having 40,712,030 (forty

million seven hundred twelve thousand thirty) shares

casted disagree votes;---------------------------------

b. the shareholders entirely having 4,331,600 (four

million three hundred thirty one thousand six hundred)

shares casted blank votes;-----------------------------

-pursuant to Article 30 of the Regulation of OJK number

32/POJK.04/2014 dated 08-12-2014 (“POJK 32”), the

shareholders of shares with qualified votes present in the

Meeting but providing blank vote were considered casted the

votes same as the votes of majority shareholders casted

vote. -----------------------------------------------------

-Now therefore, in relation to the proposal submitted in the

Meeting agenda, the Chairman of meeting concluded that:-------

“The Meeting with majority votes, namely 98.38% (ninety eight

point thirty eight percent) of entire votes cast in the

Meeting (provided that entire shareholders having 4,331,600

(four million three hundred thirty one thousand six hundred)

shares casted blank votes) resolved as follows:---------------

1. To approve the amendment and addition of several provisions

in the Company’s Articles of Association for adjustment to

the newest Regulation of OJK, so as to henceforth, the

Company’s Articles of Association becomes as the principles

contained in the Concept of Adjustment of Articles of

Association. ----------------------------------------------

2. To confer power upon the Company’s Board of Directors or

Corporate Secretary with substitution right to restate the

Meeting resolution adopted in the first agenda of Meeting

relating to the Adjustment of the Company’s Articles of

Association to the newest Regulation of OJK, in a deed of

Notary and subsequently submit the application for approval

of and/or notification to the Minister of Law and Human

Rights of the Republic of Indonesia in relation to the

amendment to the Company’s Articles of Association, and to

make amendment and or addition in any forms need and or

required by the competent party for revision and

fulfillment of the legislation as well as to take all acts

deemed convenient and necessary, nothing excepted, as such

by taking into account the provisions in the legislation. -

-In this respect, to amend several provisions in the Company’s

Articles of Association, as well as re-arrange entire

Company’s articles of association, in such a way, so as to

henceforth, entire Company’s Articles of Association is

written and shall be read as follows:-------------------------

---------------------- NAME AND DOMICILE ---------------------

-------------------------- Article 1 -------------------------

1. This limited liability company shall bear the name “PT

INDOCEMENT TUNGGAL PRAKARSA Tbk.” (hereinafter sufficiently

abbreviated to “Company”), having its domicile and head

office in South Jakarta. ----------------------------------

2. The Company may open branches or representatives office

elsewhere, both within and outside territory of the

Republic of Indonesia as stipulated by the Board of

Directors at approval of the Board of Commissioners. ------

-------------------- TERM OF INCORPORATION -------------------

-------------------------- Article 2 -------------------------

-This Company shall be established for indefinite term,

already established as of 16-01-1985 (the sixteenth day of

January one thousand nine hundred eighty-five) and already

obtaining the corporate body status based on the decree of the

Minister of Justice of the Republic of Indonesia number: C2-

2876 HT.01.01.TH.85, dated 17-05-1985 (the seventeenth day of

May one thousand nine hundred eighty-five).-------------------

------ AIM AND OBJECTIVES AS WELL AS BUSINESS ACTIVITIES -----

-------------------------- Article 3 -------------------------

1. The Company’s aims and objectives shall be running business

in industry, mining, plantation, agriculture, animal

husbandry, fishery, fishpond, construction, property,

dwelling area or housing (real estate), industrial areas,

trade, transportation, provision of electricity and clean

water facilities and infrastructure, alternative fuel

industry, waste management and processing as well as in

service sector. -------------------------------------------

2. To attain the aims and objectives above the Company may be

enggaged the following business activities: ---------------

a. Company’s main business activities are:----------------

(i) to engage business in industry sector in general,

including but not limited to establish cement

factory and building materials;-------------------

(ii) to engage business in mining sector in general,

inter alia in terms of mining or excavation and/or

processing of certain raw materials to become a

staple material required for manufacturing of the

products as referred to in item (i) hereof;-------

(iii) to engage business in trade sector in general,

inter alia, providing marketing and distribution

activities of the products mentioned above or

other goods using the products from the business

or industry above as the basic materials,

including therein export and import, local and

interinsulair trade, whether for own account or on

other’s calculation on commission or mandate

basis, as well as acting as commissioner,

leveransir, whole-seller, agent/representative,

and distributor for other companies both from

within and outside the country;-------------------

(iv) to engage business in in-land and sea

transportation sector for transportation of

industrial products above;------------------------

(v) to engage business in provision of electricity

facilities and infrastructure including establishing

the power plant and sale of electricity energy;---

b. Company’s supporting business activities, namely:------

(i) to engage business in construction sector by

carrying out the work commonly carried out in

construction and erection of buildings, roads,

bridges, irrigation construction, electricity

installment work, drinking water, gas and

telecommunication, including planning and

implementation thereof;---------------------------

(ii) to engage business to acquire land for development

for construction of building (whether by

purchasing the right to land, lease the land or in

other manner) as well as subsequently to lease out

and transfer the right to land already developed

to the other party with or without building

(special for industrial area) or to provide right

to the other party to use the land already

developed with or without building;---------------

(iii) to engage business in plantation, agriculture,

animal husbandry, and embankment sectors;---------

(iv) to engage food and beverage industry, textile

industry, chemical industry, paper industry,

telecommunication and electricity industries, as

well as other upstream and downstream industries

as long as allowed by the prevailing legislation;-

(v) to engage business in ownership, sale, leasing and

management of office center, apartment/condominium/

flat, dwelling area and housing buildings, hotel

building, shopping center, trade center, and other

business place as well as industrial area together

with facilities thereof;--------------------------

(vi) to engage business in clean water facilities

procurement;--------------------------------------

(vii) to engage business in services sector in general,

inter alia, providing services for businesses and

industries mentioned above, including but not

limited to research study, engineering

development, construction, management, warehousing

and transportation, plant operation, repair,

maintenance, equipment, manufacturing of factory

machinery and equipment, engineering consultancy

and other technical services in the industrial

business line mentioned above, except services in

law and tax sectors; ------------------------------

(viii)to engage business in research, supply, management

and development of alternative fuels, that inter

alia using rice husk, sawdust, plastic, paper,

textile, waste oil used tires, industrial liquid

and solid waste;----------------------------------

(ix) to engage business in research, extermination,

destruction, utilization, processing and management

of waste, including but not limited to hazardous

materials and toxic waste (B3) in solid, liquid,

and gas forms.------------------------------------

------------------------- C A P I T A L ------------------------

-------------------------- Article 4 -------------------------

1. The Company’s authorized capital shall amount to

Rp4,000,000,000,000.00 (four trillion Rupiah) divided into

8,000,000,000 (eight billion) shares, each share has

nominal value of Rp500.00 (five hundred Rupiah). ----------

2. 46.01% (forty-six point zero one percent) or 3,681,231,699

(three billion six hundred eighty one million two hundred

and thirty-one thousand six hundred and ninety nine) shares

at nominal value of entirely Rp1,840,615,849,500.00 (one

trillion, eight hundred and forty billion six hundred and

fifteen million eight hundred forty-nine thousand five

hundred Rupiah) with breakdown as follows: ----------------

a. Rp1,840,611,759,500.00 (one trillion, eight hundred and

forty billion six hundred and eleven million seven

hundred fifty-nine thousand five hundred Rupiah) as

contained in the deed dated 20-6-2001 (the twentieth

day of June two thousand one) number 92, of which the

minutes of deed was drawn up before Doktor IRAWAN

SOERODJO, Bachelor of Law, Magister of Science, Notary

in Jakarta, and the report has been received and

registered by the Ministry of Justice and Human Rights

of the Republic of Indonesia dated 26-06-2001 (the

twenty-sixth day of June two thousand one) number C-

02427.HT.01.04.TH.2001;--------------------------------

b. Rp4,090,000.00 (four million ninety thousand Rupiah) as

contained in the deed dated 25-07-2003 (the twenty-

fifth day of July two thousand three) number 39 of

which the minutes of deed was drawn up before Doktor

AMRUL PARTOMUAN POHAN, Bachelor of Law, Lex Legibus

Magister, Notary in Jakarta and the report has been

received and registered by the Minister of Justice and

Human Rights of the Republic of Indonesia dated 12-08-

2003 (the twelfth day of August two thousand three)

number C-18946 HT.01.04.TH.2003.-----------------------

3. The payment of shares (Capital injection in the other form

besides money either in the form of tangible or intangible

shall fulfill the provisions as follows: ------------------

a. the plan of payment of shares with the object, then the

object that will be used as capital payment shall be

announced to public simultaneously with the invitation

to the General Meeting of Shareholders (hereinafter

abbreviated to “GMS”) about such payment;--------------

b. the object used as capital payment shall be appraised

by the Appraisal registered with Finance Service

Authority (formerly known as Bapepam and LK and

hereinafter referred to as “OJK”) and not encumbered in

any manners;-------------------------------------------

c. obtain approval of GMS with requirements of quorum of

attendance and adoption of decision as provided for in

Article 12(1) and Article 12(7);-----------------------

d. in case the object used as capital payment is made in

terms of Company’s shares listed with the Stock

Exchange, the price shall be determined based on the

fair market value; and---------------------------------

e. in case the payment is from the retained profit, the

share agio, the Company’s net profit and/or the equity

element, then the retained profit, share agio,

Company’s net profit and or the other equity element

shall have been contained in the latest Annual

Financial Statement already audited by the Accountant

registered with OJK with fair opinion without

exception, already ratified by the Company’s Annual

GMS.---------------------------------------------------

4. The shares in portfolio shall be issued by the Board of

Directors according to the Company’s capital need, at time,

procedure and requirements stipulated at approval of and/or

based on the resolution of GMS, by complying with the

provisions in the Articles of Association and the

legislation in the Capital Market sector and the shares

shall not be issued below the nominal value. --------------

5. a. If the shares in portfolio will be issued by limited

public offering to the shareholders, then all

shareholders whose name is recorded in the Register of

Shareholders on date as stipulated by or based on the

resolution of GMS shall have preferred to purchase the

shares to issue (hereinafter referred to as “Pre-

Emptive Right” or abbreviated to “HMETD”) and each

shareholder will obtain HMETD in proportion to the

shares already registered with the Company’s Register

of Shareholders in favor of each shareholder on such

date.--------------------------------------------------

b. Such HMETD can be sold and transferred to the other

party, by complying with the provisions in the Articles

of Association and legislation in the Capital Market

sector.------------------------------------------------

c. The Board of Directors shall announce the decision on

issue of shares in portfolio in 1 (one) Indonesian

daily newspaper, circulated widely in the Company’s

domicile, as stipulated by the Board of Directors.-----

d. The Shareholders or holder of HMETD shall be entitled

to acquire the shares to issue according to the number

of HMETD owned at the time, by procedure and

requirements stipulated by or based on the resolution

of GMS as referred to in paragraph 4 hereof.-----------

e. If within the period stipulated based on the resolution

of GMS above, the shareholders or the holder of HMETD

fail to exercise the HMETD according to the number of

shares it has, by paying in cash the price of shares

offered to the Company, then the Board of Directors

shall have freedom to issue the shares mentioned above

to shareholders intending to acquire the shares in the

number greater than its HMETD already exercised, by

complying with the provisions in the Company’s Articles

of Association and the legislation prevailing in the

Capital Market sector.---------------------------------

f. If after the allocation, there are still remainder of

shares, then:------------------------------------------

(i) if the issue of shares is made without guarantee

from the standby purchaser, then the remainder of

portion not taken will not be issued and remain in

the Company’s portfolio.--------------------------

(ii) if the issue of shares is made with guarantee from

certain party acting as the standby purchaser in

the Limited Public Offering, who already stating

its preparedness to purchase the remainder of

shares, as such at price and requirements not

lower than those already stipulated by or based on

the resolution of GMS mentioned above; all of the

foregoing by complying with the provisions in the

Company’s Articles of Association and the

legislation prevailing in the Capital Market

sector.-------------------------------------------

g. In GMS resolving to approve the limited public

offering, there must be resolved about the maximum

number of shares to issue to community as well as

confer power upon the Company’s Board of Commissioners

to approve the realization of total shares already

issued in the Limited Public Offering.-----------------

6. The provisions in paragraphs 4 and 5 above shall apply on

mutatis mutandis basis if the Company will issue the stock

that can be exchanged to the shares or stock containing the

right to obtain shares, inter alia conversion bond, warrant

or other conversion stock (hereinafter referred to as

“Equity Stock”) that may affect the composition of shares

ownership in the Company, all of the foregoing by complying

with the legislation in Capital Market sector and without

prejudice to the consent of the competent agency as long as

required based on the Indonesian legislations. ------------

7. a. In case the Company intends to issue the shares in

portfolio to the holder of Equity Stock issued by the

Company and/or increase in capital based on the

approval of GMS, the Board of Directors shall be

authorized to issue the shares and/or increase in

capital, without conferring HMETD upon the existing

shareholders, all of the foregoing by complying with

provision in the Articles of Association and

legislation prevailing in Capital Market.--------------

b. The Board of Directors shall also be authorized to

issue the shares in portfolio and/or increase the

capital (of which one of its implementing procedure is

by compensating the forms of certain collection as the

payment of shares as referred to in the prevailing

legislation) and/or Equity Stock without providing

HMETD to the existing shareholders.--------------------

The implementation of form of certain collection that

can be compensated as the payment of shares as referred

to in the prevailing legislation and/or Equity Stock,

including through the limited offering (private

placement) or public offering, provided that the issue

of shares and/or Equity Stock, including through

limited offering (private placement) or public

offering, shall obtain prior approval of GMS as well as

by complying with the legislation prevailing in Capital

Market.------------------------------------------------

c. The issue of shares and/or Equity Share and/or increase

in capital without providing HMETD to the shareholders

can be made, in case of the issue of share and/or

Equity Stock:------------------------------------------

(i) is intended to the Company’s employee;------------

(ii) is intended to the holder of bond or other Stock

convertible to share, already issued at approval

of GMS;-------------------------------------------

(iii) is made for reorganization and/or restructuring

already approved by GMS; and/or-------------------

(iv) is made according to the regulation in Capital

Market sector allowing increase in capital without

HMETD.--------------------------------------------

8. The increase in subscribed and paid up capital shall become

effective after the payment, and the shares issued shall

have the rights equal to those having same classification

issued previously by the Company, without prejudice to the

Company’s obligation to obtain the receipt of notification

on amendment to Articles of Association from the Minister

of Law and Human Rights of the Republic of Indonesia

(hereinafter sufficiently referred to as “Minister”). -----

9. The increase in the Company’s authorized capital can only

be made based on the resolution of GMS. The amendment to

the Articles of Association for change of the authorized

capital shall be approved by the Minister. ----------------

-The increase in the authorized capital rendering the

subscribed and paid up capital less than 25% (twenty five

percent) of the authorized capital can be made as long as:

a. the increase in the authorized capital already

obtaining approval of GMS;-----------------------------

b. amendment to Articles of Association related to the

General Meeting of Shareholders to already obtaining

approval from the Minister;----------------------------

c. the increase in the subscribed and paid up capital

rendering them at least 25% (twenty five percent) of

the authorized capital shall be made within not later

than 6 (six) months after approval of the Minister to

the increase in the authorized capital as referred to

in item b above;---------------------------------------

d. in case the increase in subscribed and paid up capital

as referred to in item c hereof is not fulfilled, then

the Board of Directors at approval of the Board of

Commissioners shall re-amend the Articles of

Association and decrease its authorized capital,

thereby the subscribed capital and paid up capital is

at least 25% (twenty five percent) of the authorized

capital within 2 (two) months after the period as

referred to in item c hereof is not fulfilled and with

the obligation for the Company to arrange for approval

of Minister to the decrease in the authorized capital;

e. the resolution of GMS as referred to in item a hereof

shall also include the resolution to approve re-

decrease of the authorized capital and to confer power

upon the Board of Commissioners to approve the

amendment to the Company’s Articles of Association to

implement the provisions in item d hereof.-------------

10. The amendment to the articles of association for increase

in authorized capital shall become effective after the

payment of capital rendering the amount of paid up capital

at least 25% (twenty five percent) of the authorized

capital, without prejudice to the Company’s obligation to

arrange for the approval of amendment to the articles of

association from the Minister to the increase in the

authorized capital. ---------------------------------------

-------------------------- S H A R E S -------------------------

-------------------------- Article 5 -------------------------

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

as registered in the Company’s Register of Shareholders. --

2. The right to every share cannot be split. In case 1 (one

share is owned by more than 1 (one) person, then the

provisions in Article 52(5) of the Law Number 40 of 2007

(two thousand seven) regarding Limited Liability Company

(hereinafter abbreviated to “UUPT”) shall apply. ----------

3. A shareholder shall be legally subject to the Articles of

Association and all resolutions validly adopted in GMS and

the prevailing legislation. -------------------------------

4. For Company’s shares listed with Indonesian Stock Exchange,

the legislation in Capital Market sector and regulation of

Stock Exchange at which the Company’s shares are listed

shall apply. ----------------------------------------------

5. For the Company’s shares listed excluded in the Collective

Depository in the Depository and Settlement Institution,

the Company shall issue the share certificate as evidence

of ownership of 1 (one) share or collective share

certificate as evidence of ownership of 2 (two) shares or

more owned by a shareholder with the form and content

determined by the Board of Directors, by taking into

account the legislation in Capital Market sector and signed

by the President Director and President Commissioners. ----

-In case the Company does not issue the share certificate

or collective share certificate, the shares ownership can

be evidenced by statement or notes issued by the Company. -

6. For the Shares included in the Collective Depository in the

Depository and Settlement Institution or in Custodian Bank

(specially for the collective investment contract), the

Company shall issue the certificate or written confirmation

on recording of shares (hereinafter referred to as

“Confirmation of Recording of Shares”) to the Depository

and Settlement Institution or Custodian Bank as evidence of

recording in Company’s Register of Shareholders. The

Confirmation of Recording of Shares signed by the Board of

Directors or such signature is printed directly on the

relevant Confirmation on Recording of Shares. -------------

7. In case there is split of nominal value of share as the

consequence of the Company’s corporate act, then the

following provisions shall apply: -------------------------

(a) The holder of split of nominal value of share has no

individual voting right, except the holder of split of

nominal value of share, where individually or jointly

with the other holder of split of nominal value of

share, of which the share classification is same and

has nominal value of 1 (one) nominal value of share of

such classification.-----------------------------------

(b) The holders of split of nominal value of share with the

same shares classification and entirely have nominal

value of 1 (one) nominal value of share, shall appoint

one of them or other person as their joint proxy and it

is only party so appointed or granted with power that

is entitled to exercise the right conferred upon the

split of nominal value of share.-----------------------

(c) The Company shall issue the evidence of ownership of

split of nominal value of share in form and content

determined by the Board of Directors and signed by the

member of Board of Directors entitled and authorized to

represent the Board of Directors according to Article

14(8).-------------------------------------------------

(d) The holder of several splits of nominal value of share

with the same classification at quantity equal to 1

(one) nominal value of share shall be entitled to

exchange to the Company the split of nominal value of

share to 1 (one) share with the same classification.---

(e) The quantity and amount of split of nominal value of

share issued by the Company shall be calculated in the

amount of capital subscribed and paid up in the

Company.-----------------------------------------------

--------------- DUPLICATE OF SHARE CERTIFICATE ---------------

-------------------------- Article 6 -------------------------

1. In case a share certificate is damaged or no longer able to

use or lost, the Board of Directors will issue the

duplicate share certificate, with requirements and price as

determined based on the resolution of the Meeting of Board

of Directors by taking into account this Article and

legislation including the legislation in Capital Market

sector. ---------------------------------------------------

2. In case a share certificate is damaged, the substitution of

share certificate can be made if the Company received the

sufficient evidence that: ---------------------------------

a. Party submitting application for substitution of share

shall be the owner of such share; and------------------

b. The Company has received the damaged share certificate;

3. If a share certificate is lost, the substitution of share

certificate can be made if the Company received the sufficient

evidence that: --------------------------------------------

a. Party submitting application for substitution of share

shall be the owner of such share certificate; and------

b. The Company has obtained the document from the National

Police of the Republic of Indonesia about the loss of

such share certificate; and----------------------------

c. Party submitting the application for substitution of

share provides guarantee the Company’s Board of

Directors considers sufficient.------------------------

4. The damaged share certificate as referred to in paragraph 2

hereof shall be destroyed and contained in the minutes by

the Board of Directors for reporting in the subsequent GMS.

5. The plan to issue the duplicate share certificate due to

loss as referred to in paragraph 3 hereof shall be

announced in the Stock Exchange with which the Company’s

share are listed within not later than 14 (fourteen) days

before issue of such duplicate of share certificate. ------

6. After the duplicate of share certificate has been issued,

then the share certificate declared lost and/or damaged

shall be null and void to the Company. --------------------

7. All costs incurred for the issue of duplicate of share

certificate including the cost for announcement as referred

to in paragraph 5 hereof shall be borne by the relevant

shareholder. ----------------------------------------------

8. The provisions as referred to in paragraphs 1 to 7 hereof

shall on mutatis mutandis (with appropriate changes) basis

also be applied to the issue of duplicate of collective

share certificate or duplicate of certificate or

Confirmation of Recording of Shares as referred to in

Article 5(6) or duplicate of evidence of ownership of split

of nominal value of shares as referred to in Article 5(7)

item c. ---------------------------------------------------

-------- REGISTER OF SHAREHOLDER AND SPECIAL REGISTER --------

-------------------------- Article 7 -------------------------

1. The Company’s Board of Directors shall keep and maintain

the Register of Shareholders and the Special Register

according to the provisions in Articles 50, 100, 101, 116

of UUPT as well as the legislation in the Capital Market

sector and regulation of stock exchange at which the

Company’s shares are listed. ------------------------------

2. The shareholder shall notify every change of address in

writing to the Board of Directors. ------------------------

-As long as the notification has not been made, then all

notice and notifications to the Shareholder shall be valid

if addressed to the address of the shareholder lastly

recorded in the Register of Shareholders. -----------------

3. The recording and/or change in the Register of Shareholders

shall be approved by the Board of Directors and proven by

the signing of such change by the President Director and

President Commissioner or their authorized proxies. -------

At the request of the relevant shareholder or pledge, the

pledge of shares shall be recorded in the Register of

Shareholders, by using the procedure stipulated by the

Board of Directors and based on the evidences satisfying

and acceptable to the Board of Directors, in relation to

the pledge of share. The acknowledgment of pledge of shares

by the company as required according to article 1153 of

Indonesian Civil Code will only be proven by the recording

of the pledge of shares with the Register of Shareholders.

4. Every registration or recording in the register of

shareholder including the recording of every sale,

transfer, collateral with pledge or cession relating to

shares or right or interest on such shares shall be made

according to this Articles of Association and for the

shares registered with the Stock Exchange, the legislation

in Capital Market sector shall apply, without prejudice to

the other prevailing law. ---------------------------------

5. The authorized shareholder of the Company shall be entitled

to exercise all rights conferred upon a shareholder based

on the prevailing legislation by taking into account the

provisions herein. ----------------------------------------

-------------------- COLLECTIVE DEPOSITORY -------------------

-------------------------- Article 8 -------------------------

1. The Company’s shares in Collective Depository with

Depository and Settlement Institution shall be recorded in

Register of Shareholders at the name of Depository and

Settlement Institution in the interest of the account

holders with Depository and Settlement Institution. -------

2. The Company’s Shares in Collective Depository with

Custodian Bank or Stock Company recorded in Stock account

with Depository and Settlement Institution shall be

recorded at the name of Custodian Bank or the relevant

Stock Company in the interest of all account holders of

Custodian Bank or Stock Company. --------------------------

3. In case share in Collective Depository with Custodian Bank

constituting part of portfolio of Fund Investment Stock in

form of collective investment contract and excluding in

Collective Depository with Depository and Settlement

Institution, the Company will record such share in the

Register of Shareholders at the name of Custodian Bank in

the interest of the Subscription Unit owner from Fund

Investment in form of collective investment contract. -----

4. The Company shall issue the certificate or written

confirmation to the Depository and Settlement Institution

as referred to in paragraph 1 hereof or Custodian Bank as

referred to in paragraph 3 hereof as evidence of recording

in Company’s Register of Shareholders. --------------------

5. The Company shall mutate the share in Collective Depository

registered at the name of Depository and Settlement

Institution or Custodian Bank for Fund Investment in form

of collective investment contract in Register of

Shareholders becomes at the name of party appointed by the

Depository and Settlement Institution or Custodian Bank. --

The application for mutation by Depository and Settlement

Institution or Custodian Bank shall be submitted in writing

to the Company or Stock Administration Bureau appointed by

the Company. ----------------------------------------------

6. Depository and Settlement Institution, Custodian Bank or

Stock Company shall issue written confirmation to the

holder of Stock account as evidence of recording in stock

account. --------------------------------------------------

7. In Collective Depository, every share issued by the Company

from same type and classification shall be equal and

exchangeable to one and another. --------------------------

8. The Company shall deny recording of share mutation to

Collective Depository if the share is lost or destroyed,

except the shareholder requesting for such mutation able to

provide sufficient evidence and/or guarantee that the

relevant party is really the valid owner of the lost or

destroyed share and the share was ever lost or destroyed. -

9. The Company shall deny recording of share mutation to

Collective Depository if such share is guaranteed, put

under sequestration based on Court’s judgment or

sequestrated for criminal case examination. ---------------

10. Stock Account holder whose shares are recorded in

Collective Depository shall be entitled to attend and/or

cast vote in GMS, in proportion to the number of share

owned in the Stock account. -------------------------------

11. The Custodian Bank and Stock Company shall submit list of

holders of Stock account and number of Company’s shares

owned by each account holder in the Custodian Bank and

Stock Company to Depository and Settlement Institution

which subsequently deliver the same to the Company within

not later than 1 (one) business day before notice to GMS. -

12. The Investment Manager shall be entitled attend and cast

vote in GMS to the Company’s share included in Collective

Depository with Custodian Bank constituting part of

portfolio of Fund Investment in form of collective

investment contract and excluded from Collective Depository

with Depository and Settlement Institution, provided that

the Custodian Bank shall submit the name of Investment

Manager within not later than 1 (one) business day before

the date of notice to GMS. --------------------------------

13. The Company shall pay dividend, bonus share or other rights

in relation to share ownership to Depository and Settlement

Institution in Collective Depository and then the

Depository and Settlement Institution shall pay dividend,

bonus share and other rights to the Custodian Bank and to

the Stock Company in the interest of account holder with

Custodian Bank and Stock Company. -------------------------

14. The Company shall pay dividend, bonus share or other rights

in relation to share ownership to the Custodian Bank for

share in Collective Depository with Custodian Bank

constituting part of Fund Investment Stock portfolio in

form of collective investment contract and excluded from

Collective Depository with Depository and Settlement

Institution. ----------------------------------------------

15. The deadline of determination of the Stock account holder

entitled to obtain dividend, bonus share or other rights in

relation to share ownership in Collective Depository shall

be stipulated by GMS provided that Custodian Bank and Stock

Company shall submit register of Stock account holders

together with number of the Company’s shares owned by each

Stock account holder to Depository and Settlement

Institution, within not later than the date being basis of

determination of shareholders entitled to obtain the

dividend, bonus shares or other rights, for subsequently

submit to the Company within not later than 1 (one)

business day after date being basis of determination of

shareholders entitled to obtain the dividend, bonus shares

or other rights. ------------------------------------------

16. The Company’s Board of Directors may appoint and confer

authority upon the Stock Administration Bureau to implement

the recording of shares with the Register of Shareholders.

-Every registration or recording in the register of

shareholder including the recording of every sale,

transfer, collateral, pledge, cession relating to the

Company’s shares shall be made according to this Articles

of Association and the legislation. -----------------------

----------------- TRANSFER OF RIGHT TO SHARES ----------------

-------------------------- Article 9 -------------------------

1. In case of change of shareholding, the original owner

recorded in the Register of Shareholders shall remain be

considered as the shareholder until the new shareholder’s

name has been recorded in the Company’s Register of

Shareholders, all of the foregoing without prejudice to the

consent of the competent authority. -----------------------

2. The transfer of right to share shall be based on the

document of transfer of right signed by the transferor and

transferee or their authorized representatives. -----------

3. The document of transfer of right as referred to in Article

9(2) shall be in the form as determined by and/or

acceptable to the Board of Directors and its copy shall be

submitted to the Company provided that the transfer of

rights to shares recorded in the Stock Exchange shall

fulfill the legislation in Capital Market sector. ---------

4. The Transfer of right to share included in the Collective

Depository shall be made by transfer from the Stock account

to another Stock account with the Custodian and Settlement

Institution, Custodian Bank and Stock Company. ------------

5. Transfer of right to shares shall only be allowed if all

provisions in Articles of Association are fulfilled. ------

6. The Board of Directors shall record the transfer of right

to shares in the register of shareholders or in the

relevant share certificate, the record shall be signed by

the President Director or President Commissioner or their

authorized proxies. ---------------------------------------

7. The Board of Directors, at acceptable reasons, may deny to

register a transfer of right to share with Register of

Shareholders if the procedure determined by the Board of

Directors are not fulfilled or if one of requirements in

the transfer of shares is not fulfilled. ------------------

8. If denying to record the transfer of right to share, the

Board of Directors shall submit the notification about such

denial to the party transferring his right within 30

(thirty) calendar days after the receipt date of the

application; ----------------------------------------------

9. About Company’s share listed in Indonesian Stock Exchange,

every denial to record transfer of right to such share

shall be in accordance with the legislation applicable in

Capital Market sector. ------------------------------------

10. The Register of Shareholders shall be closed on 1 (one)

business day of the Stock Exchange before the advertisement

date of notification to GMS, to stipulate the name of

shareholder entitled to present in GMS. -------------------

11. Anyone obtaining right to shares due to death of

shareholder or due to other reason causing change of the

ownership to share according to law may submit application

in writing for being registered as the shareholder, by

submitting evidence of right as at any time required by

Board of Directors, may submit the application in writing

for being registered as shareholder; ----------------------

-The registration can only be made if the Board of

Directors accepts the evidence of right, by taking into

account the provisions in Articles of Association and the

legislation in Capital Market sector. ---------------------

12. All restrictions, prohibitions and provision in Articles of

Association regulating the right to transfer the right to

share shall also apply on mutatis mutandis to every

transfer of right according to paragraph 11 hereof. -------

--------------- GENERAL MEETING OF SHAREHOLDERS --------------

------------------------- Article 10 -------------------------

1. In this Articles of Association, GMS shall be the Annual

GMS and other GMS, hereinafter referred to as extraordinary

GMS, expressly stipulated otherwise. ----------------------

2. The agenda of GMS may be proposed by 1 (one) person or more

jointly representing 1/20 (one per twentieth) or more of

total shares with qualified votes by complying with the

prevailing legislation. -----------------------------------

3. The Board of Directors shall hold the Annual GMS every year

according to the provisions in Articles 78 and 79 of UUPT.

4. In the annual GMS: ----------------------------------------

a. The Board of Director shall submit the annual

statement, according to the provisions in Articles 66,

67 and 68 of UUPT.-------------------------------------

b. The profit allocation, according to the provisions in

Articles 70 and 71 of UUPT.----------------------------

c. The appointment of the Public Accountant registered

with OJK.----------------------------------------------

d. If necessary, to fill the vacancy in position of

members of Board of Directors and Board of

Commissioners;-----------------------------------------

e. Other agenda already submitted accordingly according to

UUP and Articles of Association can be resolved.-------

5. The approval to the Annual statement and ratification to

the financial statement by the Annual GMS shall mean

granting full acquittal and discharge of responsibility to

the members of the Board of Directors and Board of

Commissioners on the management and supervision conducted

during the previous book year, as far as such acts are

reflected in the Annual statement and financial Statement.

6. If the members of Board of Directors or Board of

Commissioners fail to submit notice and fail to hold GMS as

referred to in Articles 78 and 79 of UUPT, the shareholders

shall be entitled to submit notice to GMS according to

Article 80 of UUPT. ---------------------------------------

7. Extraordinary RUP shall not be authorized to discuss and

resolve the agenda of Meeting as referred to in paragraph 4

items a and b hereof. -------------------------------------

8. The holding of GMS may also be made at the request of the

Board of Commissioners and/or one or more shareholders

representing at least 1/10 (one-tenth) of total shares

already subscribed by the Company qualified to vote,

submitted to the Board of Directors by registered mail

furnished with reasons thereof by complying with the

prevailing regulation. ------------------------------------

-------------- VENUE, NOTICE TO AND CHAIRMAN OF --------------

--------------- GENERAL MEETING OF SHAREHOLDERS --------------

------------------------- Article 11 -------------------------

1. GMS shall be held in the territory of the Republic of

Indonesia, i.e. at the Company’s domicile or Company’s

place of business activities or in provincial capital at

which the Company is located or runs its main business

activity or province at which the Stock Exchange at which

the Company’s shares are listed is located. ---------------

2. a. The announcement of GMS shall be made within not later

than 14 (fourteen) calendar days before the notice of

GMS, regardless the announcement date and notice date.-

b. The Company shall make announcement of GMS to the

shareholder according to the provisions set forth in

the Regulation of OJK, that the notice to GMS shall be

made by advertisement in at least 1 (one) Indonesian

daily newspaper circulated nationally, website of Stock

Exchange and the Company’s website, in Indonesian and

foreign language, provided that the foreign language

used shall be at least English. The evidence of

announcement of GMS as referred to above shall be

submitted to OJK within not later than 2 (two) business

days after the announcement of GMS.--------------------

3. a. The holding of GMS based on the request of Shareholders

as referred to in Article 10(8) shall be implemented by

the Board of Directors by making announcement of GMS to

the shareholder within not later than 15 (fifteen)

calendar days as of the receipt date of request for

holding of GMS or if the Board of Directors fails to

make announcement of GMS, then within not later than 15

(fifteen) calendar days, the Board of Directors shall

make announcement that there is request for holding of

GMS from the shareholder and reasons of failure to hold

GMS.---------------------------------------------------

b. In case the Board of Directors fails to make

announcement of GMS as referred to in Article 11

paragraph (3) item (a), the shareholder may re-submit

the written request for holding of GMS to the Board of

Commissioners. Within not later than 15 (fifteen)

calendar days as of the receipt date of request for

holding of GMS by the Board of Commissioners, the Board

of Commissioners shall make announcement of GMS to the

shareholder or in case the Board of Commissioners fails

to make announcement of GMS within 15 (fifteen)

calendar days, the Board of Commissioners shall make

announcement that there is request for holding of GMS

from the shareholder and reasons of failure to hold

GMS.---------------------------------------------------

c. The announcement by the Board of Directors or the Board

of Commissioners related to explanation of failure to

hold GMS shall be made through at least 1 (one)

Indonesian daily newspaper circulated nationally,

website of Stock Exchange and the Company’s website, in

Indonesian and foreign language, provided that the

foreign language used shall be at least English. The

evidence of announcement of GMS as referred to above

shall be submitted to OJK within not later than 2 (two)

business days after the announcement by the Board of

Directors or the Board of Commissioners.---------------

d. In case the Board of Commissioners fails to make

announcement of GMS as referred to in Article 11

paragraph (3) item (b) hereof, the shareholder

requesting the holding of GMS may submit the request

for holding of GMS to the chairman of district court

with the operating territory covering the Company’s

domicile to determine the issue of permit to hold GMS.-

e. The Shareholder requesting the holding of GMS shall not

transfer its shares ownership within at least 6 (six)

months as of GMS, it the request for holding of GMS is

fulfilled by the Board of Directors or Board of

Commissioners or stipulated by the court.--------------

4. a. The notice to GMS shall be made within not later than

21 (twenty one) calendar days before GMS, regardless

the notice date and GMS date, by advertisement in at

least 1 (one) Indonesian daily newspaper circulated

nationally, website of Stock Exchange and the Company’s

website, in Indonesian and foreign language, provided

that the foreign language used shall be at least

English. The evidence of notice to GMS as referred to

above shall be submitted to OJK within not later than 2

(two) business days after the notice to GMS.-----------

b. The notice to the second GMS shall be made within not

later than 7 (seven) calendar days before the second

GMS, regardless the notice and GMS dates and furnished

with information that the First GMS has been held but

failing to meet quorum. The second GMS shall be held at

the soonest 10 (ten) calendar days and at the latest

not later than 21 (twenty one) calendar days as of date

of the first GMS. This provision shall apply without

prejudice to the regulation of Capital Market and other

legislation as well as regulation of Stock Exchange in

Indonesia with which the Company’s shares are listed.--

c. The notice to the third GMS, based on the Company’s

application shall be determined by OJK and furnished

with information that the Second GMS has been held but

failing to meet quorum.--------------------------------

5. The proposals of the shareholders shall be incorporated in

the Agenda of GMS, if: ------------------------------------

a. the relevant proposal has been submitted in writing to

the Board of Directors by 1 (one) or more shareholders

representing at least 1/20 (one per twentieth) of total

shares qualified to vote;------------------------------

b. they have been received by the Board of Directors at

least 7 (seven) calendar days before the notice to

relevant GMS;------------------------------------------

c. The proposal on agenda of Meeting proposed shall be

made in good faith, take into account the Company’s

interest, furnish the reason and material of agenda of

meeting, and not contradictory to the legislation;-----

d. according to the Board of Directors’ opinion, such

proposal is considered directly relating to the

Company’s business.------------------------------------

6. Unless stipulated otherwise, GMS shall be chaired by a

member of the Board of Commissioners so appointed by the

Board of Commissioners. In case all members of the Board of

Commissioners are absent or unable to attend, GMS shall be

chaired by a member of Board of Directors appointed by the

Board of Directors. In case all members of the Board of

Directors are absent or unable to attend, GMS shall be

chaired by a shareholder present in GMS appointed from and

by the participants of GMS. -------------------------------

7. In case the member of Board of Commissioners so appointed

by the Board of Directors has an interest conflicting with

any matters that will be resolved in GMS, GMS shall be

chaired by other member of Board of Commissioner that is

without conflict of interest. If all members of Board of

Commissioners have conflict of interest, GMS shall be

chaired by a Director so appointed by the Board of

Directors. In case one of Directors so appointed by the

board of directors has conflict of interest to any matters

to resolve in GMS, then GMS shall be chaired by the other

member of Board Directors that is without conflict of

interest. If all members of Board of Directors have

conflict of interest, GMS shall be chaired by one

independent shareholder appointed by other shareholders

present in GMS. -------------------------------------------

8. Those present in GMS shall prove their authority to attend

in GMS determined by the Board of Directors or Board of

Commissioners at the notice to GMS, as such provided that

for the shares listed in the Stock Exchange by complying

with the legislation prevailing in the Capital Market

sector. ---------------------------------------------------

9. Agenda and resolution of GMS shall be contained in a

Minutes of GMS by the Notary or contained in Minutes of

GMS, that for its ratification, it shall be signed by the

chairman of GMS and a shareholder or his proxy appointed by

and from those present in GMS. ----------------------------

-The Minutes of GMS shall serve as valid evidence to all

shareholders and third parties of the resolutions and

everything taken place in GMS. ----------------------------

10. The Company shall prepare the summary of minutes of GMS

that shall be announced to the public within not later than

2 (two) business days after GMS is held, at least in 1

(one) Indonesian daily newspaper circulated nationally,

website of Stock Exchange and the Company’s website, in

Indonesian and foreign language, provided that the foreign

language used shall be at least English. The evidence of

announcement of GMS as referred to above shall be submitted

to OJK within not later than 2 (two) business days after

the announcement of summary of Minutes of GMS. ------------

11. The Company shall submit the Minutes of GMS to OJK within

not later than 30 (thirty) calendar days after GMS is held.

12. The Company’s GMS may also be held through the

teleconference video media or other electronic media

facilities, as referred to in Article 77 of UUPT. ---------

-------- QUORUM, VOTING RIGHT AND RESOLUTION IN GMS --------

------------------------- Article 12 -------------------------

1. a. Unless stipulated otherwise herein, quorum of

attendance and resolution of GMS on any maters that

shall be resolved in GMS including the issue of Equity

Stock shall be made if attended by the shareholders

having more than 50% (fifty percent) of total shares

qualified to vote already issued by the Company.-------

b. In case of failure to attain the quorum as referred to

in paragraph 1 item a above, the notice to the second

GMS can be made without preceded with the announcement

of plan to make notice to the second GMS.--------------

c. The second GMS shall be held at the soonest 10 (ten)

calendar days and at the latest not later than 21

(twenty one) calendar days with the requirements and

agenda same as those required for the first meeting

except on requirements of quorum as determined in item

d, the notice shall be made within not later than 7

(seven) calendar days before the second GMS, excluding

the date of notice and GMS, furnished with information

that the first GMS has been held but failed to attain

quorum.------------------------------------------------

d. The second GMS shall be valid and entitled to adopt

binding resolutions if attended by Shareholders or

their authorized proxies having at least 1/3 (one-

third) of total shares qualified to vote.--------------

e. The resolution of the second GMS shall be valid if

approved by more than 1/2 (a half) of total shares

qualified to vote attended in GMS.---------------------

f. In case of failure to attain the quorum in the second

GMS, the third GMS may be held by fulfilling the

requirements of quorum of attendance, total votes to

adopt resolution, notification, and time of GMS as

stipulated by OJK at the Company’s request. The

determination by OJK on quorum of GMS shall be final

has force of law.--------------------------------------

g. Those entitled to attend in GMS shall be the

shareholder whose name is listed in the Company’s

Register of Shareholders, 1 (one) business day before

the date of Notice to GMS by taking into account the

prevailing legislation and provisions in the Stock

Exchange at place with which the Company’s shares are

listed.------------------------------------------------

2. The shareholders can be represented by the other

shareholder or other person by virtue of power of attorney.

The power of attorney shall be made and signed in the form

as determined by the Board of Directors without prejudice

to the provisions in the prevailing Law and Legislations

regarding the civil evidence and shall be submitted to the

Board of Directors within not later than 3 (three) business

days before the date of the relevant GMS. -----------------

3. In GMS, each share shall confer right upon its holder to

cast 1 (one) vote. ----------------------------------------

4. The members of the Board of Directors, Board of

Commissioners and the Company’s employees shall be allowed

to act as proxies in GMS but the votes cast by them as

proxies in the meeting shall be neglected in counting the

votes. ----------------------------------------------------

5. Voting on a person shall be conducted by sealed and

unsigned ballots, and on other matters by verbally, unless

the chairman of GMS decides otherwise without any objection

from 1 (one) or more shareholders jointly representing at

least 10% (ten percent) of total shares already qualified

to vote. --------------------------------------------------

6. The invalid vote shall be considered not cast and not

calculated in counting total votes cast in GMS. -----------

-The shareholders qualified to vote present in GMS but

abstain (not cast vote) shall be considered cast the vote

same as the vote of majority of shareholders casting votes.

7. All resolutions shall be adopted amicably. In case of

failure to attain amicable resolution, then it shall be

adopted by voting based on affirmative votes of more than ½

(a half) of total votes validly cast in the meeting, unless

stipulated otherwise herein. ------------------------------

8. a. The resolution related to the transaction having

conflict of interest as referred to in Article 14(5)

shall be adopted in GMS specially held for such purpose

attended by the Independent Shareholders, i.e.

shareholders without conflict of interest to such

transaction (hereinafter abbreviated to “Independent

Shareholder”) having more than ½ (a half) of total

shares qualified to votes owned by entire independent

shareholders without prejudice to paragraph 1 item a

hereof and such resolutions shall be adopted based on

the affirmative votes of Independent Shareholders

having more than ½ (a half) of total shares qualified

to vote owned by entire Independent Shareholders.------

b. In the adoption of such resolution, the shareholders,

member of Board of Directors and Board of Commissioners

having conflict of interest to the transaction resolved

shall not be entitled to address suggestion or opinion.

c. The shareholders having conflict of interest shall be

considered has provided resolution same to that

approved by the independent shareholders having no

conflict of interest.----------------------------------

d. If in the first GMS, in fact the number of Independent

Shareholder present or represented fails to meet the

requirements of quorum determined by the first GMS,

then at the Company’s request, the second GMS can be

held after the notice to GMS is made but without

requiring the notification preceding the notice to GMS

as referred to in Article 11, provided that such GMS

shall be attended or represented by the Independent

Shareholder having more than ½ (a half) of total shares

qualified to votes owned by the Independent

Shareholders and the resolution shall be adopted based

on the affirmative votes of more than ½ (a half) of

total shares owned by the Independent Shareholders

present/representing in GMS.---------------------------

If the second GMS fails to attain specified quorum, the

third GMS can be held, after obtaining approval of and

according to the requirements on notice, time of GMS as

well as requirements of quorum shall be as those

stipulated by OJK at the Company’s request.------------

The Resolution of the third GMS shall be valid if

approved by the Independent Shareholders representing

more than 50% (fifty percent) of shares owned by the

Independent Shareholders present.----------------------

9. Any proposal addressed by the Shareholders during the

discussion or voting in GMS shall fulfill the following

requirements: ---------------------------------------------

a. According to the opinion of Chairman of GMS, such

matter directly related to one of the relevant agenda

of GMS; and--------------------------------------------

b. They have been submitted by one shareholder or more

jointly representing at least 10% (ten percent) of

total shares qualified to vote;------------------------

c. According to the Board of Directors’ opinion, such

proposal is considered directly relating to the

Company’s business;------------------------------------

10. The participants of GMS shall present to the Chairman of

Meeting or official so appointed the share certificate

and/or document required to prove the validity of vote

casting. --------------------------------------------------

--------------------- BOARD OF DIRECTORS ---------------------

------------------------- Article 13 -------------------------

1. The Board of Directors shall be managed and chaired by a

Board of Directors consisting of at least 5 (five) members

of the Board of Directors and maximum 11 (eleven)

Directors. One of them shall be appointed as the President

Director and another member shall be appointed by Vice

President Director and if required by the prevailing

legislation, one of them or more may be appointed as the

Independent Director. -------------------------------------

2. The members of the board of directors shall be of

Indonesian or foreign nationality meeting the

qualifications prescribed by the laws of Republic of

Indonesia. -----------------------------------------------

3. The members of Board of Directors shall be appointed by GMS

from the nominees fulfilling the requirements according to

Article 93 of UUPT, for the period as of the date

determined by GMS appointing them and expire on the closing

of the third Annual GMS after the appointment of the

relevant member of Board of Directors, without prejudice to

the right of GMS to dismiss them at any time according to

the provisions in Article 105 of UUPT. After expiry of

service term, the member of Board of Directors can be re-

appointed by GMS. -----------------------------------------

4. The members of Board of Directors can be provided with

salary and/or allowance according to the provisions in

Article 96 of UUPT. ---------------------------------------

5. In case due to any reasons, all positions of the Board of

Directors is vacant, then within not later than 90 (ninety)

calendar days as of the vacancy, GMS shall be held to

appoint the new Board of Directors and the Board of

Commissioners shall temporarily manage the Company. -------

6. A member of the Board of Directors shall be entitled to

resign from his/her position by 60 (sixty) calendar days

prior-written notification to the Company. ----------------

-The Company shall hold GMS within not later than 90

(ninety) calendar days after receipt of the resignation

letter to resolve the application for resignation of the

relevant member of the Board of Directors, including to

determine the effectiveness date of resignation earlier

than 60 (sixty) calendar days as well as to fill the

vacancy if the resignation is approved by GMS. ------------

-In case the Company fails to hold GMS within 90 (ninety)

calendar days as of the receipt of the application for

resignation, then by the lapse of such period, the

resignation of the member of the Board of Directors shall

become valid without requiring approval of GMS. -----------

-The member of the Board of Directors resigning as referred

to above may remain be asked for his/her responsibility as

the member of the Board of Directors as of the appointment

of the relevant party until the approval date of his/her

resignation. ----------------------------------------------

-The service term of someone appointed to fill such vacancy

shall be the remainder of service term of the other

incumbent member of Board of Directors. -------------------

7. In case the member of the Board of Commissioners resigns

thereby causing the number of members of the Board of

Directors less than 5 (five) persons, then such resignation

shall be valid if already approved by GMS and the new

members of the Board of Directors has been appointed

thereby fulfilling the requirement of minimum number of the

members of Board of Directors. ----------------------------

8. The service term of members of the Board of Commissioners

shall expire, if the relevant party is: -------------------

a. resigns according to the provisions in paragraph 6

hereof;------------------------------------------------

b. no longer fulfilling the requirements in the

legislation.-------------------------------------------

c. passes away;-------------------------------------------

d. dismissed based on the resolution of GMS;--------------

e. declared bankrupt or put under custody based on the

Court’s judgment.--------------------------------------

9. a. The member of the Board of Directors at any time may be

suspended by the Board of Commissioners by mentioning

the reasons thereof.---------------------------------

b. The suspension as referred to in item (a) shall be

notified in writing to the relevant member of Board of

Directors.---------------------------------------------

c. Within not later than 90 (ninety) calendar days as of

the suspension, GMS shall be held.---------------------

d. In GMS as referred to in item (c) hereof, the relevant

member of Board of Directors shall be provided with

opportunity to make advocacy in the Meeting if the

relevant member presents in the Meeting.---------------

e. GMS shall revoke or affirm the decision on suspension.-

f. In case GMS affirm the resolution on suspension, the

relevant member of Board of Directors shall be

dismissed for future term.-----------------------------

g. If the member of Board of Directors suspended fails to

attend in the Meeting, the member of Board of Directors

suspended shall be considered not using his/her right

for advocacy in the Meeting, therefore the member of

Board of Directors suspended accepts the resolution of

GMS.---------------------------------------------------

h. In case of failure to hold GMS within the period of 90

(ninety) calendar days after such suspension as

referred to in item c hereof, or GMS fails to adopt the

resolution, the suspension shall become null and void.-

10. The member of Board of Directors suspended as referred to

in paragraph 9 shall not be authorized: -------------------

a. to perform the Company’s management for the Company’s

interest according to the Company’s aims and objectives;

and----------------------------------------------------

b. representing the Company within and outside the court.-

11. The restriction of authority as referred to in paragraph 10

shall be effective as of the resolution date of suspension

by the Board of Commissioners until: ----------------------

a. issue of resolution of GMS confirming or cancelling the

suspension as referred to in paragraph 9 item e; or----

b. the lapse of term as referred to in paragraph 9 item h.

12. If due to any reason the position of a member of Board of

Directors vacant rendering the number of members of Board

of Directors is less than 5 (five) members, then within a

period of 90 (ninety) calendar days since the occurrence of

the vacancy, a GMS shall be held to fill the vacancy, by

taking into account the legislation applicable in Capital

Market sector. --------------------------------------------

-------- DUTIES AND AUTHORITIES OF BOARD OF DIRECTORS --------

------------------------- Article 14 -------------------------

1. The Board of Directors shall be fully responsible for

performing its task in the interest of the Company

according to Article 92 of UUPT to attain the Company’s

aims and objectives. The Main Tasks of the Board of

Directors shall be: ---------------------------------------

a. To chair and manage the Company according to the

Company’s aims and objectives as well as always do its

best to increase the Company’s efficiency and

effectiveness.-----------------------------------------

b. To control, maintain and manage the Company’s assets.--

2. In performing the management as referred to in paragraph 1

hereof, the Board of Direct of Directors shall perform its

tasks in good-faith and full responsibly according to

Article 97 of UUPT and by taking into account the other

legislation. ----------------------------------------------

3. The Board of Directors shall be entitled to represent the

Company within and outside the Court regarding all matters

and in all events, bind the company to other parties and

vice versa, and take all actions, relating to management or

ownership; however with the limitation that: --------------

a. to borrow or lend money for and on behalf of the

company at value of more than US$ 20,000,000.00 (twenty

million United States Dollar) or at equal amount in the

other currency in one transaction.---------------------

b. To purchase, sell or in other manner acquire or release

the right to immovable goods including the building and

right to land;-----------------------------------------

If the value of every transaction exceeding

US$5,000,000.00 (five million United States Dollar) or

at equal amount in the other currency. -----------------

c. To pledge or put as collateral the Company’s assets as

debt guarantee for non-operational transaction at value

of exceeding US$20,000,000.00 (twenty million United

States Dollar) or at equal amount in the other

currency; ----------------------------------------------

d. bind the Company as guarantor/curator; -----------------

e. to establish a subsidiary at authorized capital of more

than US$5,000,000.00 (five million United States

Dollar) or at equal amount in the other currency; ------

f. take part or participate in other Company or legal

entity or establish new company having the authorized

of more than US$5,000,000.00 (five million United

States Dollar) or at equal amount in the other

currency; ----------------------------------------------

g. release part or entire subscriptions in the Company in

the other company or legal entity at transaction value

of more than US$5,000,000.00 (five million United

States Dollar) or at equal amount in the other

currency; ----------------------------------------------

The Board of Directors shall obtain prior approval of the

Board of Commissioners according to the provisions herein.

For the act above and/or other act categorized as material

transaction, the Company shall fulfill the Regulation of

Bapepam and Finance Institution Number IX.E.2 regarding

Material Transaction and Change of Main Business Activities

together with all amendments in the future. ---------------

4. To perform the legal act to transfer, release right or put

as debt collateral of more than 50% (fifty percent) of

total Company’s net assets in one or more transactions,

whether independent or interrelated transactions, the Board

of Directors shall obtain approval of GMS attended by the

Shareholders or their authorized proxies having at least ¾

(three-fourths) of total shares qualified to vote and the

resolution shall be adopted amicably. In case of failure to

attain amicable resolution, then it shall be adopted based

on the affirmative votes of the shareholders/authorized

proxies jointly representing more than ¾ (three-fourths) of

total votes cast in GMS. ----------------------------------

-In case of failure to attain the quorum in the first GMS,

then at the soonest 10 (ten) calendar days and at the

latest not later than 21 (twenty one) calendar days as of

date of the first GMS, the second GMS may be held with the

agenda same as the first GMS. -----------------------------

-The notice to the second GMS shall be made within not

later than 7 (seven) calendar days before the second GMS,

regardless the notice and GMS dates as well as for such

notice to GMS, prior notification/announcement should not

be made and the second GMS shall be attended or represented

by the Shareholders representing at least 2/3 (two-thirds)

of total shares qualified to vote and the resolution shall

be adopted amicably. In case of failure to attain amicable

resolution, then it shall be adopted based on the

affirmative votes of the shareholders/authorized proxies

jointly representing more than ¾ (three-fourths) of total

votes cast in GMS. ----------------------------------------

-If the second GMS fails to attain specified quorum, the

third GMS can be held, after obtaining approval of and

according to the requirements on notice, time of GMS as

well as requirements of quorum shall be as those stipulated

by OJK at the Company’s request. --------------------------

5. To perform the legal act in terms of transaction containing

conflict of interest between the personal economic conflict

of interest of the members of Board of Directors, Board of

Commissioners or shareholders to the economic interest of

the Company according to the Regulation of the Capital

Market Supervisory Board number IX.E.1 regarding Conflict

of Interest of Certain Transaction together with the

amendment thereto, the Board of Directors shall obtain

approval of GMS adopted based on the majority affirmative

votes of the shareholders having no conflict of interest as

referred to in Article 12(8) above. -----------------------

6. In case the Company has an interest conflicting with the

personal interest of a member of the Board of Directors,

then the Company shall be represented by another member of

Board of Directors without conflict of interest or Board of

Commissioners in case all members of the Board of Directors

have conflict of interest or other party so appointed by

GMS in case all members of Board of Directors and Board of

Commissioners have conflict of interest with the Company. -

7. Without prejudice to its responsibilities, the Board of

Directors shall be entitled to appoint one proxy or

representative or more with the requirements determined by

the Board of Directors in special power of attorney. Such

authority shall be implemented according to this Articles

of Association --------------------------------------------

8. a. President Director and another Director collectively

shall be entitled and authorized to act for and on

behalf of and represent the Company.-------------------

b. In case the President Director is absent or unable to

attend for any reason, which impediment should

unnecessarily be proven to any third parties, then a

member of the Board of Directors appointed by the

President Director together with another member of

Board of Directors shall act jointly for and on behalf

of the Board of Directors as well as representing the

Company.-----------------------------------------------

9. In case the relation with the main tasks of the Board of

Directors as referred to in paragraph 1 hereof, then: -----

A. The Board of Directors shall:--------------------------

1. Do its best and secure the implementation of the

Company’s business and activities according to its

aims and objectives as well as business activities.

2. Prepare the Company’s development plan, the

Company’s annual action and budget plan, including

the other plan relating to the Company’s business

implementation and within not later than 30 (thirty)

calendar days before the expire date of the relevant

fiscal year, submit the same to the Board of

Commissioners for approval. ------------------------

3. Prepare and maintain the Company’s accounting and

administration according to the commonness

applicable for a Company; --------------------------

4. Prepare accounting system based on the internal

control principle, especially separation of the

management, recording, storing and supervision

functions; -----------------------------------------

5. Provide accountability and all information on the

Company’s financial and activity condition in terms

of the Company’s progress report including the

financial statement, whether in form of annual

statement or in other form of periodical report,

according to procedure and time determined in the

Articles of Association whenever requested by the

Board of Commissioners. ----------------------------

6. Prepare the Company’s organizational composition

complete with the job description; -----------------

7. Perform the other obligation according to the

Articles of Association or based on the direction of

the Meeting of Board of Commissioners or GMS; ------

B. The Board of Directors shall have the following rights

and authorities:---------------------------------------

1. To determine the policy in chairing and managing the

Company; -------------------------------------------

2. To regulate the provisions on the Company’s

manpower, including determination of salary, pension

or pension benefit and other income for the

Company’s employees based on the prevailing

legislation and/or resolution of GMS (if any); -----

3. To appoint and dismiss the Company’s employees based

on the prevailing law on manpower; -----------------

4. To regulate the delegation of the Board of

Directors’ authority to represent the Company within

and outside the Court to one or several member(s) of

the Board of Directors specially appointed for such

purpose or to one or several Company’s employee(s),

whether individually or jointly with the other

person or body. ------------------------------------

5. To perform the other act, whether about the

management or ownership, according to the provisions

set forth further by the Meeting of Board of

Commissioners by taking into account the prevailing

legislation. ---------------------------------------

10. In case the Company has no President Director, then all

tasks and responsibilities conferred upon President

Director herein may be performed by the member of Board of

Directors so appointed by the Meeting of the Company’s

Board of Directors. ---------------------------------------

---------------- MEETING OF BOARD OF DIRECTORS ---------------

------------------------- Article 15 -------------------------

1. The Board of Directors shall hold the Meeting of Board of

Directors at least once in a month, in the presence of

majority of total members of Board of Directors. ----------

-A Meeting of Board of Directors can be held at any time if

deemed necessary by 2 (two) members of the Board of

Directors or at the written request of the Board of

Commissioners or at the written request of 1 (one) or more

shareholders jointly representing 1/10 (one-tenth) of total

shares qualified to vote. ---------------------------------

-The Board of Directors shall hold the Meeting of Board of

Directors together with the Board of Commissioners at least

once every 4 (four) month. --------------------------------

2. The notice to a Meeting of Board of Directors shall be

served by a member of the Board of Directors entitled to

represent the Board of Directors according to the

provisions in Article 14 hereof. --------------------------

3. The Notice to a Meeting of Board of Directors shall be

served by registered mail or hand delivered to every member

of Board of Directors against proper receipt or by

electronic mail or facsimile, within not later than 7

(seven) calendar days prior to the time the meeting is

held, excluding date of notice and meeting. ---------------

-In case agenda of meeting is urgent, the notice can be

shortened to not less than 3 (three) calendar days before

the meeting excluding date of notice and meeting. ---------

4. The Notice to the meeting shall contain the agenda, date,

time and venue of the meeting. ----------------------------

5. A Meeting of Board of Directors shall be held at the

Company’s domicile or place of business activities. -------

If all members of the Board of Directors are present or

represented, no prior notice shall be required as referred

to in paragraph 3 hereof and the Meeting of Board of

Directors can be held anywhere and entitled to adopt valid

and binding resolutions. ----------------------------------

6. A Meeting of Board of Directors shall be chaired by

President Director. In case the President Director is

absent or indisposed, which impediment should unnecessarily

be proven to any third parties, the Meeting of Board of

Directors shall be chaired by another member of the Board

of Directors elected by and from the members of Board of

Directors present. ----------------------------------------

7. A member of the Board of Directors can be represented in a

Meeting of Board of Directors only by another member of the

Board of Directors by virtue of a power of attorney. ------

8. A Meeting of Board of Directors will be valid and entitled

to adopt binding resolutions if more than 1/2 (a half) of

total members of the Board of Directors are present or

represented validly in the meeting of Board of Directors. -

9. By complying with the legislation related to the voting in

case of failure to attain amicable resolution, then the

resolution of a Meeting of Board of Directors shall be

adopted based on affirmative votes of more than ½ (a half)

of total votes of the members of Board of Directors present

or represented in the meeting of Board of Directors. ------

10. In case of tie votes, the Chairman of Meeting of Board of

Directors shall not be entitled to determine the

resolution. -----------------------------------------------

11. a. Each member of the Board of Directors present shall be

entitled to cast 1 (one) vote and 1 (one) additional

vote for each other member of the Board of Directors

he/she represented.------------------------------------

-every member of Board of Directors indisposed to

attend a meeting of Board of Directors may address his

opinion in writing and signed by him to the President

Director or to the other member of Board of Directors

who will chair the Meeting of Board of Directors, about

whether the relevant member of Board of Directors

agrees or disagree with any matters to discuss and this

opinion will be considered as vote cast validly in the

Meeting of Board of Directors.-------------------------

b. Voting on a person shall be made by sealed and unsigned

ballots, while on other matters verbally, unless the

Chairman of the Meeting decides otherwise without any

objection based on the affirmative votes present.------

c. Blank and invalid votes shall be considered not cast,

and shall be neglected in counting the number of votes

cast.--------------------------------------------------

d. A member of Board of Directors who in any manners, both

directly and indirectly has financial interest in a

transaction, contract or contract proposed in which the

company becomes or will become a party, shall declare

the nature of interest in a meeting of Board of

Directors and he has no right to take part in the

voting on any matters related to such transaction or

contract, unless determined otherwise by the Meeting of

Board of Directors.------------------------------------

12. The Minutes of the Board of Directors’ Meeting shall be

made by a person present in the meeting and appointed by

the Chairman of meeting of Board of Directors and then

shall be signed by all members of Board of Directors and/or

members of Board of Commissioners present and submitted to

all members of Board of Directors and/or members of Board

of Commissioners. -----------------------------------------

In case there is member of Board of Directors and/or member

of Board of Commissioners failing to sign the result of

Meeting of Board of Directors, the relevant party shall

mention the reason in writing in separate letter attached

to the minutes of Meeting. --------------------------------

-The Minutes of this Meeting of Board of Directors shall

serve as valid evidence to all members of Board of

Directors and the interested third parties about the

resolutions adopted in the meeting of Board of Directors. -

-No signing shall be required if the Minutes is drawn up

before the Notary. ----------------------------------------

13. The Board of Directors may also adopt valid circular

resolution, provided that all members of the Board of

Directors have been informed in writing and all members of

the Board of Directors have given their approval on the

proposal submitted in writing as well as have signed such

approval; -------------------------------------------------

The resolutions adopted in such manner shall have equal

force of law to those validly adopted in a Meeting of Board

of Directors. ---------------------------------------------

14. The Members of Board of Directors and/or members of Board

of Commissioners may take part in the Meeting of Board of

Directors (including the Meeting of Board of Directors held

jointly with the Board of Commissioners) through the

teleconference video media or other electronic media

facilities, allowing all participants of Member of Board of

Directors to see, hear directly as well as take part in the

meeting of Board of Directors and such participation shall

be considered already present to determine the fulfilling

of requirements of quorum and adoption of resolution in the

Meeting of Board of Directors. ----------------------------

-Every holding of the Meeting of Board of Directors through

the teleconference video media or other electronic media

facilities shall be contained in the minutes of Meeting of

Board of Directors approved and signed by all participants

of Meeting of Board of Directors. -------------------------

------------------- BOARD OF COMMISSIONERS -------------------

------------------------- Article 16 -------------------------

1. The Board of Commissioners shall consist of at least 5

(five) members of the Board of Commissioners. One of them

shall be appointed as the President Commissioner and

another 2 (two) members shall be appointed by Vice

President Commissioner, by taking into account the

regulation prevailing in Capital Market sector. -----------

2. The Company shall have the Independent Commissioner

according to the legislation prevailing in Capital Market

sector at quantity of at least 30% (thirty percent) of

total members of Board of Commissioners. ------------------

3. The members of Board of Commissioners shall act based on

the resolution of Meeting of Board of Commissioners. ------

4. The members of Board of Commissioners shall be appointed

from the Indonesian Citizen and Foreigner fulfilling the

requirements according to the prevailing legislation. -----

5. The members of Board of Commissioners including the

Independent Commissioner shall be appointed by GMS, by

taking into account the recommendation from the Board of

Commissioners or Committee performing the nomination

function of nominees fulfilling requirements according to

the provisions in UUPT, legislation in Capital Market

sector and prevailing legislation, each for the period as

of the date determined by GMS appointing them and expire on

the closing of the third Annual GMS after the appointment

of the relevant member of Board of Commissioners, without

prejudice to the right of GMS to dismiss them at any time

according to the provisions in Article 119 of UUPT. -------

-Besides fulfilling the provisions as referred to in

paragraph 5 hereof, the Independent Commissioner shall

fulfill the requirements as set forth in the prevailing

legislation. ----------------------------------------------

6. After expiry of service term, the member of Board of

Commissioners can be re-appointed. ------------------------

7. The members of Board of Commissioners can be provided with

salary and/or allowance at amount determined by GMS. ------

8. A member of the Board of Commissioners shall be entitled to

resign from his/her position by 60 (sixty) prior-written

notification to the Company. ------------------------------

-The Company shall hold GMS within not later than 90

(ninety) calendar days after receipt of the resignation

letter to resolve the application for resignation of the

relevant member of the Board of Commissioners, including to

determine the effectiveness date of resignation earlier

than 60 (sixty) calendar days as well as to fill the

vacancy if the resignation is approved by GMS. ------------

-In case the Company fails to hold GMS within 90 (ninety)

calendar days as of the receipt of the application for

resignation, then by the lapse of such period, the

resignation of the member of the Board of Commissioners

shall become valid without requiring approval of GMS. -----

-The member of the Board of Commissioners resigning as

referred to above may remain be asked for his/her

responsibility as the member of the Board of Commissioners

as of the appointment of the relevant party until the

approval date of his/her resignation. ---------------------

-The service term of someone appointed to fill such vacancy

shall be the remainder of service term of the other

incumbent member of Board of Commissioners. ---------------

9. In case the member of the Board of Commissioners resigns

thereby causing the number of members of the Board of

Commissioners less than 5 (five) persons, then such

resignation shall be valid if already approved by GMS and

the new members of the Board of Commissioners has been

appointed thereby fulfilling the requirement of minimum

number of the members of Board of Commissioners. ----------

10. The service term of members of the Board of Commissioners

shall expire, if the relevant party is: -------------------

a. resigns according to the provisions in paragraph 8

hereof;------------------------------------------------

b. no longer fulfilling the requirements in the

legislation.-------------------------------------------

c. passes away;-------------------------------------------

d. dismissed based on the resolution of GMS; or-----------

e. declared bankrupt or put under custody based on the

Court’s judgment.--------------------------------------

11. If at any time in the Board of Commissioners, there is only

one member of Board of Commissioners, then for the time

being until the appointment of the member of Board of

Commissioners, then the existing member of Board of

Commissioners shall be entitled to perform the rights and

obligations of the Board of Commissioners. If at any time

due to any reasons, the Company has no member of Board of

Commissioners, then the shareholder having the maximum

shares shall be entitled to perform the work of the Board

of Commissioners, with the obligation that within 30

(thirty) calendar days as of the vacancy, it shall announce

the notification on holding of GMS to appoint the new

member of Board of Commissioners. -------------------------

------ DUTIES AND AUTHORITIES OF BOARD OF COMMISSIONERS ------

------------------------- Article 17 -------------------------

1. The Board of Commissioners shall conduct supervision of the

policy on management and provide advice to the Board of

Directors according to Article 108 of UUPT and the

prevailing legislation. -----------------------------------

2. The Board of Commissioners shall at any time during the

Company’s working hours be entitled to enter the building

and premises or other places used or occupied by the

Company and shall be entitled to inspect all bookkeeping,

letters and other documents, check and verify cash position

and other matters and shall be entitled to know all actions

taken by the Board of Directors. --------------------------

3. The Board of Directors and every member of the Board of

Directors shall provide any explanation concerning any

matter inquired by Commissioners. -------------------------

-To support the effectiveness of implementation of duties

and responsibility as referred to above, the Board of

Commissioners shall establish an Audit Committee or may

establish the other committee, including but not limited to

the Committee for Nomination and Remuneration, by taking

into account the prevailing regulation. -------------------

-In case the Committee for Nomination and Remuneration is

not established, the function of the Committee for

Nomination and Remuneration shall be performed by the Board

of Commissioners. -----------------------------------------

-The Board of Commissioners shall carry out the evaluation

to the performance of the committee assisting the

implementation of his tasks and responsibility as referred

to above at every end of fiscal year. ---------------------

4. The Board of Commissioners, based on the resolution of the

Board of Commissioners shall be entitled to suspend the

Board of Directors, according to the provisions in article

106 of UUPT by taking into account the provisions herein. -

-In case there is member of the Board of Directors

suspended by the Board of Commissioners, then the Company

shall hold GMS within not later than 90 (ninety) calendar

days after the suspension date, to resolve whether revoke

or affirm the resolution on suspension. -------------------

-In case the Company fails to hold GMS within 90 (ninety)

calendar days as of the suspension date or GMS fails to

adopt the resolution, the suspension of member of Board of

Directors shall become null and void. ---------------------

5. A Meeting of Board of Commissioners as referred to in

paragraph 4 hereof shall be chaired by President

Commissioner. In case the President Commissioner is absent,

which impediment should unnecessarily be proven to any

other parties, the Meeting of Board of Commissioners shall

be chaired by a Vice President Commissioner appointed for

such purpose by such meeting and in case there is no Vice

President Commissioner present, which impediment should

unnecessarily be proven to any other parties, the Meeting

of Board of Commissioners shall be chaired by a member of

the Board of Commissioners present. -----------------------

In case there is no members of Board of Commissioners

present, which impediment should unnecessarily be proven to

any other parties, the Meeting of Board of Commissioners

shall be chaired by a person selected by and from those

present and the notice shall be made according to the

provisions contained in Article 18 hereinbelow. -----------

6. If at any time due to any reasons, the Company has no

member of the Board of Directors, then the Board of

Commissioners shall temporarily hold the position of Board

of Directors or if the Company at the time has no member of

Board of Commissioners, then the shareholder having the

maximum shares shall be entitled to temporary hold the

position of Board of Directors, but only with the right to

perform the management act and about the matters or work

take place while the member of Board of Commissioners or

shareholders shall within not later than 30 (thirty)

calendar days as of the vacancy announce the notification

on the holding of GMS to appoint the new member of Board of

Directors. ------------------------------------------------

7. In case the Board of Commissioners carries out the

Company’s management act in certain condition for certain

period, the provisions in Article 118 (2) of UUPT shall

apply. ----------------------------------------------------

8. In case there is only one Commissioner, all tasks and

responsibilities conferred upon President Commissioner or

Member of Board of Commissioners shall also apply to him. -

9. In relation to the task of the Board of Commissioners as

referred to herein, then the Board of Commissioners shall:

a. provide opinion and suggestion to GMS on the annual

statement, annual financial statement, periodical

report and other reports of the Board of Directors.----

b. supervise the implementation of the Company’s annual

action plan and budget as well as submit the audit

finding as well as its opinion to GMS in the report on

implementation of supervisory tasks of the Board of

Commissioners.-----------------------------------------

c. to pay attention to the development of the Company’s

activities and in case the Company indicates the

decrease symptom, immediately report the same to GMS

furnished with suggestion on repair measures that

should be taken.---------------------------------------

d. provide opinion and suggestion to GMS about any other

problem considered important for the Company’s

management.--------------------------------------------

e. to carry out the other supervisory tasks determined by

GMS;---------------------------------------------------

f. to submit periodical report to the Annual GMS or at

time as determined based on the resolution of GMS

according to the Company’s development and result of

its task implementation.-------------------------------

-------------- MEETING OF BOARD OF COMMISSIONERS -------------

------------------------- Article 18 -------------------------

1. The Meeting of Board of Commissioners shall be held at

least once in 2 (two) months or at any time if deemed

necessary by a member of the Board of Commissioners or at

the written request of the Board of Directors or at the

written request of 1 (one) or more shareholders jointly

representing 1/10 (one-tenth) of total shares qualified to

vote, in the presence of majority of total members of Board

of Commissioners. -----------------------------------------

-The Board of Commissioners shall hold the meeting together

with the Board of Directors at least once in 4 (four)

month. ----------------------------------------------------

2. The notice to a Meeting of Board of Commissioners shall be

served by the President Commissioner and in case he is

indisposed, by another member of the Board of

Commissioners. --------------------------------------------

3. The Notice to a Meeting of Board of Commissioners shall be

submitted to every member of Board of Commissioners by hand

delivered or by registered mail against proper receipt or

by electronic mail or facsimile, within not later than 14

(fourteen) calendar days and in case of urgent at least 7

(seven) calendar days prior to the time the meeting is

held, excluding date of notice and meeting. ---------------

4. The Notice to the meeting shall contain the agenda, date,

time and venue of the Meeting of Board of Commissioners. --

5. A Meeting of Board of Commissioners shall be held at the

Company’s domicile or place of main business activities. --

If all members of the Board of Commissioners are present or

represented, no prior notice shall be required as referred

to in paragraph 3 hereof and the Meeting of Board of

Commissioners can be held anywhere and entitled to adopt

valid and binding resolutions. ----------------------------

6. A Meeting of Board of Commissioners shall be chaired by

President Commissioner. In case the President Commissioner

is absent or indisposed, which impediment should

unnecessarily be proven to any third parties, the Meeting

of Board of Commissioners shall be chaired by a Vice

President Commissioner. -----------------------------------

-In case the Vice President Commissioner is absent or

indisposed, which impediment should unnecessarily be proven

to any third parties, the Meeting of Board of Commissioners

shall be chaired by a member of the Board of Commissioners

present in the Meeting of Board of Commissioners. ---------

7. A member of the Board of Commissioners can be represented

in a Meeting of Board of Commissioners only by another

member of the Board of Commissioners by virtue of a power

of attorney. ----------------------------------------------

8. A Meeting of Board of Commissioners will be valid and

entitled to adopt binding resolutions if more than 1/2 (a

half) of total members of the Board of Commissioners are

present or represented validly in the meeting of Board of

Commissioners. --------------------------------------------

9. In case of failure to attain amicable resolution, then the

resolution of a Meeting of Board of Commissioners shall be

adopted based on affirmative votes of more than ½ (a half)

of total votes of the members of Board of Commissioners

present or represented in the meeting of Board of

Commissioners. --------------------------------------------

10. In case of tie votes, the Chairman of Meeting of Board of

Commissioners shall not be entitled to determine the

resolution. -----------------------------------------------

11. a. Each member of the Board of Commissioners present shall

be entitled to cast 1 (one) vote and 1 (one) additional

vote for each other member of the Board of

Commissioners he/she represented.----------------------

b. Voting on a person shall be made by sealed and unsigned

ballots, while on other matters verbally, unless the

Chairman of the Meeting decides otherwise without any

objection based on the affirmative votes present.------

c. Blank and invalid votes shall be considered not cast,

and shall be neglected in counting the number of votes

cast.--------------------------------------------------

12. The Minutes of the Board of Commissioners’ Meeting shall be

made by a person present in the meeting and appointed by

the Chairman of meeting of Board of Commissioners and then

shall be signed by all members of Board of Commissioners

and/or members of Board of Directors present and submitted

to all members of Board of Commissioners and/or members of

Board of Directors and no signing shall be required if the

Minutes is drawn up before Notary. ------------------------

In case there is member of Board of Directors and/or member

of Board of Commissioners failing to sign the result of

Meeting, the relevant party shall mention the reason in

writing in separate letter attached to the minutes of

Meeting. --------------------------------------------------

13. The Minutes of this Meeting of Board of Commissioners made

and signed according to the provisions in paragraph 12

hereof shall serve as valid evidence to all members of

Board of Commissioners and the third parties about the

resolutions of Board of Commissioners adopted in the

relevant meeting of Board of Commissioners. ---------------

14. The Board of Commissioners may also adopt valid circular

resolution, provided that all members of the Board of

Commissioners have been informed in writing and all members

of the Board of Commissioners have given their approval on

the proposal submitted in writing as well as have signed

such approval; --------------------------------------------

-The resolutions adopted in such manner shall have equal

force of law to those validly adopted in a Meeting of Board

of Commissioners. -----------------------------------------

15. The Members of Board of Commissioners may take part in the

Meeting of Board of Commissioners (including the Meeting of

Board of Commissioners held jointly with the Board of

Directors) through the teleconference video media or other

electronic media facilities, allowing all participants of

Member of Board of Commissioners to see, hear directly as

well as take part in the meeting of Board of Commissioners

and such participation shall be considered already present

to determine the fulfilling of requirements of quorum and

adoption of resolution in the Meeting of Board of

Commissioners. --------------------------------------------

-Every holding of the Meeting of Board of Commissioners

through the teleconference video media or other electronic

media facilities shall be contained in the minutes of

Meeting of Board of Commissioners approved and signed by

all participants of Meeting of Board of Commissioners. ----

-------- ACTION PLAN, FISCAL YEAR AND ANNUAL STATEMENT -------

------------------------- Article 19 -------------------------

1. The Board of Directors shall submit the action plan that

also contains the Company’s annual budget to the Board of

Commissioners to obtain approval, before commencement of

the fiscal year. ------------------------------------------

2. The action plan as referred to in paragraph (1) shall be

submitted within not later than 30 (thirty) calendar days

before the commencement of the next fiscal year. ----------

3. The Company’s fiscal year shall run from the 1st (first)

day of January through the 31st (thirty-first) day of

December. At the end of December each year, the Company’s

book shall be closed. ------------------------------------

4. The Board of Directors shall prepare the annual statement

according to Articles 66, 67 and 68 of UUPT and announce

the Balance Sheet and Profit Loss Statement of the Company

in the Indonesian daily newspaper and circulated nationally

according to the procedure as set forth in the Regulation

of Bapepam and LK number X.K.2 regarding Obligation to

Submit Periodical Financial Statement. --------------------

-- NET INCOME APPLICATION AND INTERIM DIVIDEND DISTRIBUTION --

------------------------- Article 20 -------------------------

1. The allocation of the Company’s net profit shall be

determined by GMS according to the provisions in articles

70 and 71 of UUPT. ----------------------------------------

2. The Dividend can only be paid according to the Company’s

financial condition based on the resolution adopted in GMS,

which resolution shall also determine the payment time and

form of dividend. The dividend for one share shall be paid

to the person contained in the share registered in the

Register of Shareholders on the business day that will be

determined by or at the authority of GMS, in which the

resolution for Dividend distribution is adopted. The

payment day shall be announced by the Board of Directors to

all shareholders. -----------------------------------------

3. If the profit/loss statement in a fiscal year shows a loss

that cannot be covered by the reserve fund, then such loss

shall remain be recorded and posted in the profit/loss

statement and in the next fiscal year the Company shall be

considered obtaining no profit as far as the loss recorded

and posted in the profit/loss statement has not been fully

covered, without prejudice to the provisions in the

prevailing legislation. -----------------------------------

4. The Board of Directors based on the resolution of Meeting

of Board of Directors, at approval of Meeting of Board of

Commissioners shall be entitled to distribute interim

dividend if the Company’s financial condition allows the

same, provided that the interim dividend will be calculated

with the dividend to distribute based on the resolution of

the subsequent Annual GMS adopted according to the

provisions in the Articles of Association and Article 72 of

UUPT. -----------------------------------------------------

5. By taking into account the Company’s income in the relevant

fiscal year of the net income as mentioned in the balance

sheet and loss profit calculation already ratified by the

Annual GMS and after deducted by the Income Tax, the

tantiem can be paid to the Company’s members of Board of

Directors and Board of Commissioners at amount determined

by GMS, all of the foregoing without prejudice to the

provisions in Article 71 of UUPT and elucidation thereof. -

6. For the dividend not taken by the shareholders, the

provisions in Article 73 of UUPT shall apply. -------------

7. The reserve fund not yet allocated to cover the loss and

the reserve exceeding 20% (twenty percent) of total

subscribed and paid up capital of which the allocation is

not yet determined by GMS shall be managed with a method

considered good by Board of Directors, after obtaining

approval from the Board of Commissioners and by taking into

account the prevailing legislation. -----------------------

------------ AMENDMENT TO ARTICLES OF ASSOCIATION ------------

------------------------- Article 21 -------------------------

1. The amendment to the Articles of Association requiring the

approval of the Minister other than the amendment for

renewal of the Company’s establishment term shall be

stipulated by GMS, attended by the shareholders

representing at least 2/3 (two-thirds) of total shares

already issued qualified to vote and the resolution shall

be adopted amicably, in case of failure to attain amicable

resolution, the resolution shall be adopted based on the

affirmative votes of the shareholders/their authorized

representatives representing more than 2/3 (two-thirds) of

total votes cast in GMS. ----------------------------------

Amendment to the Articles of Association shall be contained

in a Deed of Notary in Indonesian. ------------------------

2. In case of failure to attain the quorum in the first GMS as

referred to in paragraph 1, then at the soonest 10 (ten)

calendar days and at the latest not later than 21 (twenty

one) calendar days as of date of the first GMS, the second

GMS may be held with the agenda and requirements same as

the first GMS, except about the date of notice, it shall be

made within not later than 7 (seven) calendar days before

the second GMS, regardless the notice and GMS dates as well

as for such notice to GMS, the prior announcement should

not be made and the second GMS shall be valid and entitled

to adopt the binding resolutions if attended by the

Shareholders and/or their authorized proxies having at

least 3/5 (three-fifths) of total shares qualified to vote

and the resolution shall be adopted based on the

affirmative votes of the shareholders/authorized proxies

jointly representing more than 1/2 (a half) of total votes

cast in the second GMS. -----------------------------------

-If the second GMS fails to attain specified quorum, the

third GMS can be held, after obtaining approval of and

according to the requirements on notice, time of GMS as

well as requirements of quorum shall be as those stipulated

by OJK at the Company’s request. --------------------------

3. GMS to approve the amendment to the Company’s Articles of

Association for renewal of the Company’s establishment term

shall be made by fulfilling the provisions as follows: ----

a. GMS shall be attended by the shareholders representing

at least 3/4 (three-fourths) of total shares already

issued qualified to vote by the Company and the

resolution shall be approved by more than 3/4 (three-

fourths) of total shares qualified to vote present in

the relevant Meeting;----------------------------------

b. In case of failure to attain the quorum in GMS as

referred to in item a above, then at the soonest 10

(ten) calendar days and at the latest not later than 21

(twenty one) calendar days as of date of the first GMS,

the second GMS may be held and the second GMS shall be

valid and entitled to adopt the binding resolutions if

attended by the Shareholders representing at least 2/3

(two-thirds) of total shares qualified to vote and the

resolution shall be approved by the more than ¾ (three-

fourths) of total shares qualified to votes present in

the relevant Meeting.----------------------------------

c. If the second GMS fails to attain specified quorum in

the second GMS as referred to in item b above, the

third GMS can be held, at the Company’s request, the

quorum, number of votes to adopt resolution, notice and

time to hold GMS shall be determined by OJK.-----------

------ AMALGAMATION, MERGER, ACQUISITION, SEPARATION AND -----

---------- SUBMISSION OF APPLICATION FOR BANKRUPTCY ----------

------------------------- Article 22 -------------------------

1. The amalgamation, merger, acquisition, separation and

submission of application for the Company’s bankruptcy can

only be made based on the resolution of GMS attended by the

shareholders representing at least ¾ (three-fourths) of

total shares qualified to vote already issued and the

resolution shall be adopted amicably. In case of failure to

attain amicable resolution, then it shall be adopted based

on the affirmative votes of the shareholders/authorized

proxies jointly representing more than ¾ (three-fourths) of

total votes cast in GMS. ----------------------------------

2. In case of failure to attain the quorum in the first GMS as

referred to in paragraph 1, then at the soonest 10 (ten)

calendar days and at the latest not later than 21 (twenty

one) calendar days as of date of the first GMS, the second

GMS may be held with the agenda and requirements same as

those required for the first GMS, except about the date of

notice, it shall be made within not later than 7 (seven)

calendar days before the second GMS, regardless the notice

and GMS dates as well as for such notice to GMS, no prior

announcement shall be required and the second GMS shall be

valid and entitled to adopt the binding resolution if

attended by the Shareholders and/or their authorized

proxies representing at least 2/3 (two-thirds) of total

shares qualified to vote and the resolution shall be

adopted based on the affirmative votes of the

shareholders/authorized proxies representing more than ¾

(three-fourths) of total votes cast in GMS. ---------------

-If the second GMS fails to attain specified quorum, the

third GMS can be held, after obtaining approval of and

according to the requirements on notice, time of GMS as

well as requirements of quorum and adoption of resolution

shall be as those stipulated by OJK at the Company’s

request. --------------------------------------------------

----------------- DISSOLUTION AND LIQUIDATION ----------------

------------------------- Article 23 -------------------------

1. The Company’s dissolution can only be made based on the

resolution of GMS attended by the shareholders representing

at least ¾ (three-fourths) of total shares qualified to

vote validly cast and the resolution shall be adopted

amicably. In case of failure to attain amicable resolution,

then it shall be adopted based on the affirmative votes of

the shareholders/authorized proxies jointly representing

more than ¾ (three-fourths) of total votes cast in GMS. ---

2. In case of failure to attain the quorum in the first GMS as

referred to in paragraph 1, then at the soonest 10 (ten)

calendar days and at the latest not later than 21 (twenty

one) calendar days as of date of the first GMS, the second

GMS may be held with the agenda and requirements same as

those required for the first GMS, except about the date of

notice, it shall be made within not later than 7 (seven)

calendar days before the second GMS, regardless the notice

and GMS dates as well as for such notice to GMS, no prior

announcement shall be required and the second GMS shall be

valid and entitled to adopt the binding resolution if

attended by the Shareholders and/or their authorized

proxies representing at least 2/3 (two-thirds) of total

shares qualified to vote and the resolution shall be

adopted based on the affirmative votes of the

shareholders/authorized proxies representing more than ¾

(three-fourths) of total votes cast in GMS. ---------------

-If the second GMS fails to attain specified quorum, the

third GMS can be held, after obtaining approval of and

according to the requirements on notice, time of GMS as

well as requirements of quorum and adoption of resolution

shall be as those stipulated by OJK at the Company’s

request. --------------------------------------------------

3. If the Company is dissolved, then liquidation shall be

carried out according to the provisions in Articles 142

until 152 of UUPT. ----------------------------------------

------------------------- MISCELLANY -------------------------

------------------------- Article 24 -------------------------

-Any matter not or not yet sufficiently set forth herein shall

be resolved by GMS.-------------------------------------------

-Finally after the discussion and resolution of the agenda of

Meeting, then the Chairman of Meeting closed the Meeting

officially at 16.21 (twenty one past sixteen) Western

Indonesian Time, after the Chairman of Meeting firstly asked

me, Notary, to read out the result of Meeting resolution in

complete.-----------------------------------------------------

-From anything mentioned above, then I, Notary, drawn up this

deed for proper perusal.

--------------------- IN WITNESS WHEREOF ---------------------

-This deed was made as minutes, read out as well as signed in

Jakarta, on the day and date first mentioned above, in the

presence of:--------------------------------------------------

1. -Mr. AGUS SUDARYADI, born in Jakarta, on 26-04-1971 (the

twenty-sixth day of April one thousand nine hundred seventy

one), employee of Notary’s office, residing in Jakarta,

Jalan Dahlia Raya number 6, North Jakarta, the holder of

Identity Card Number 3172062604710001, issued by the

Village Head of Kelapa Gading Timur, valid through 26-04-

2017 (the twenty-sixth day of April two thousand

seventeen), Indonesian Citizen; ---------------------------

and -------------------------------------------------------

2. -Mr RAYMOND PRATAMA, born in Pekanbaru, on 19-09-1992 (the

ninth day of September one thousand nine hundred ninety-

two), employee of Notary’s office, residing in Batam,

Bengkoang Mas Block A number 3A, Batam Municipality, the

holder of Identity Card under Demography Master Number

2171091909920002, valid through 19-09-2018 (the nineteenth

day of September two thousand eighteen), Indonesian

Citizen; --------------------------------------------------

-for the time being staying in Jakarta;-----------------------

-as witnesses.------------------------------------------------

-Immediately, after I, Notary, had read out this deed to the

witnesses, then witnesses and I, Notary, signed the same,

while the appearers did not signed the minutes hereof since

already leaving the Meeting room before the completion of the

drawing up of this deed by me, Notary.------------------------

-Passed without any alterations.------------------------------

-This minutes is duly signed.---------------------------------

-Issued as tenor.---------------------------------------------

Notary in Jakarta

signed and sealed over a revenue

stamp of Rp 6,000.00

DENI THANUR. S.E., S.H., M.Kn