ARTICLES OF ASSOCIATION
PT WINTERMAR OFFSHORE MARINE Tbk
NAME AND DOMICILE Article 1
1. The name of this Limited Liability Company is PT Wintermar Offshore Marine Tbk., having its domicile and head office in West Jakarta City.
2. Company may open its branch or representative offices in other places within or outside the territory of the Republic of Indonesia as the Board of Directors determines upon approval of the Board of Commissioners.
DURATION OF COMPANY Article 2
Company was established for an indefinite period of time and commenced as a limited liability company on 06-03-1996 (the sixth day of March one thousand nine hundred ninety-six).
PURPOSES, OBJECTIVES AND BUSINESS ACTIVITIES Article 3
1. Purposes and objectives of the Company are to engage in shipping business.
2. To achieve its purposes and objectives above-mentioned, Company may operate the following business activities:
A. Operating its main business lines, i.e. domestic shipping business consisting of the following business activities:
a. Operating permanent and regular and/or temporary and irregular (tramper) domestic inter-ports shipping business using all types of ship.
b. Operating shipping services of passenger, animals, and goods between ports in Indonesia, offshore drilling rig/platform, and other business activities using various types of ship including sea transportation for offshore;
c. Operating oil and gas freight forwarding services using tanker; d. Operating B3 (Hazardous and toxic waste) transportation services; e. Operating chartering services using various types of ship;
f. Acting as owner's representative of shipping companies, either permanent or temporary, for domestic and overseas shipping services;
g. Operating towing services;
h. Operating service business relevant to equipment rentals of shipping, including data processing, equipment part list and other related businesses;
i. Operating ship management service business, including, but not limited to, maintenance, docking preparation, spare part supply, ship crew training, ship crew equipment and tools, logistic, manning, insurance, and certification;
j. Operating supporting service business of offshore activities.
B. Secondary businesses to support the main business of the Company, they are:
b. Operating marine offshore construction services, such as: platform and offshore structure constructions
c. Operating sub-water inspection and reparation services, such as: pipe inspection or pipe reparation as well as pipe installation using ship;
d. Operating business as ship broker;
e. Operating ship maintenance and repair agency services;
f. Operating ship manning agency business including recruitment and assignment of ship crew in accordance with classification;
CAPITAL Article 4
1. Authorized capital of the Company is Rp. 1,422,000,000,000.- (one trillion four hundred twenty two billion Rupiah) divided into 14,220,000,000.- (fourteen billion two hundred twenty million) shares, each has a nominal value of Rp.100.- (one hundred Rupiah);
2. Out of such Authorized Capital, a total 4,031,966,965 (four billion thirty one million nine hundred sixty six thousand nine hundred sixty five) shares or having a total nominal value of Rp. 403,196,696,500.- (four hundred three billion one hundred ninety six million six hundred ninety six thousand five hundred Rupiah) have been subscribed and fully paid in cash by the subscribing shareholders as detailed at the end of this deed;
3. 100% (one hundred percent) of the authorized capital above-mentioned, amounting to Rp. 403,196,696,500.- (four hundred three billion one hundred ninety six million six hundred ninety six thousand five hundred Rupiah) have been fully paid by each of shareholders with the following payment details:
a. Rp. 399,728,907,700.- (three hundred ninety nine billion seven hundred twenty eight million nine hundred seven thousand seven hundred Rupiah) being the original payment as stated in the deed Number: 41, dated 24-07-2014 (the twenty fourth day of July two thousand fourteen) drawn up before me, Notary and was approved by the Minister of Law and Human Rights of the Republic of Indonesia under his Decree number: AHU-04775.40.21.2014, dated 24-07-2014 (the twenty fourth day of July two thousand fourteen),
b. Rp 3,467,788,800, (three billion four hundred sixty seven million seven hundred eighty eight thousand eight hundred Rupiah) was paid in cash constituting the exercise result of Share Dividend Distribution and MESOP I Option.
4. The payment of shares may be made in the form of cash or other form of payment, whether by tangible or intangible assets which shall fulfill the following conditions:
a) the assets to be used for the payment of shares shall be announced to the public at the time of the invitation to convene a General Meeting of Shareholders (“GMS”) regarding the payment of such assets;
b) the assets to be used for the payment of shares shall be appraised by an Appraisal registered at the Financial Services Authority (formerly Capital Market and Financial Institution Supervisory Board (Bapepam and LK) and not encumbered by any form of securities;
c) it has obtained GMS approval with the quorum as stipulated in Article 14 paragraph 2 point (1) of these Articles of Association;
d) in the event that the assets to be used for the payment of shares are in the form of shares of companies that are listed in the Stock Exchange, then the price shall be determined based on the fair market value; and
f) In the GMS approving Public Offering, the maximum amount of shares to be issued shall be determined, and such GMS shall delegate the authority to the Board of Commissioners to declare the real amount of shares issued in the limited public offering.
5. Shares which are still in portfolio shall be issued by Company with a prior approval of GMS under terms and at prices set by Board of Directors with a prior approval of Board of Commissioners, provided that such prices are not be lower than the nominal value, and the issuance of such shares shall be without prejudice to the provisions of these Articles of Association, prevailing laws and regulations on Capital Market, and rules of Stock Exchange at which the Company’s shares are listed.
6. Every increase in the Company’s capital by issuing Equity Securities (Equity Securities are shares, securities which are exchangeable with shares or securities with rights to obtain the shares from the Company as the issuer) shall be done with the following conditions:
a) Every increase in Company’s capital through the issuance of Equity Securities by way of subscription, the same shall be done by granting Pre-emptive Rights (PER) to the shareholders whose names are registered in the Company’s Register of Shareholders on the date determined by the GMS approving such Equity Securities issuance on the amount in proportion with the amount of shares registered in the Company’s Register of Shareholders in the name of each shareholder on such date.
b) The issuance of Equity Securities granting with Non Pre-Emptive Rights (Non-PER) to the shareholders can be done in the event that such issuance is:
1) made for the employees of the Company;
2) made for the holders of bond or other convertible securities which have been issued under the approval from the GMS;
3) made for the purpose of reorganization and/or restructuring of the Company, which has been approved by the GMS; and/or;
4) performed in accordance with the Capital Market regulations which allow the increase of capital with Non-PER.
c) PER shall be transferable and tradable, with due observance to the provisions of Bapepam – LK’s Regulation IX.D.1 and any amendment/replacement thereof regarding Pre-emptive Rights.
d) The Equity Securities to be issued by the Company and are not subscribed by the holders of PER shall be allocated to the other shareholders who subscribed for additional Equity Securities, provided that, if the amount of the subscribed Equity Securities are higher than the Equity Securities to be issued, then the Equity Security which are not subscribed shall be allocated in proportion with the amount of PER exercised by each shareholder who have subscribed for additional Equity Securities.
e) In the event that there are still remaining unsubscribed Equity Securities as mentioned in point d above, then if there is any standby buyer, the remaining Equity Securities shall be allocated to other party acting as standby buyer under the same price and terms.
f) The issuance of portfolio shares for the holders of securities exchangeable with shares or securities with the rights to obtain shares, can be performed by the Board of Directors pursuant to the previous GMS of the Company which has approved such issuance.
g) The increase of paid-up capital shall be effective following the payment, and the shares issued shall have the same rights with other shares issued by the Company with the same classifications, without prejudice to the obligations of the Company to administer the notification to the Minister of Law and Human Rights and/or replacement thereof.
7. The increase in the authorized capital of the Company;
a) The increase in the authorized capital of the Company may only be conducted under the approval from the GMS. The amendment to the Company’s Articles of Association in the framework of the increase in the Authorized Capital shall be subject to approval of the Minister of Law and Human Rights of the Republic of Indonesia and/or replacement thereof.
b.1. the Company’s GMS has approved the increase of authorized capital; b.2. the approval of the Minister of Law and Human Rights has been obtained;
b.3. the increase of issued and paid up capital to be at least 25% (twenty five percent) of the authorized capital shall be conducted within a period no later than 6 (six) months after the approval from the Minister of Law and Human Rights and/or replacement thereof;
b.4. in the event that the increase of paid-up capital as referred to in paragraph 7.b.3 of Article 4 herein is not fully fulfilled, Company shall re-amend its articles of association, so that the authorized and paid-up capital of the Company meet the provisions of Article 33 paragraphs (1) and (2) of the Limited Liability Companies Law No. 40/2007 and any amendment/replacement thereof (hereinafter referred to as the “Company Law”) within the period of 2 (two) months after the period of time as referred to in paragraph 7.b.3 of Article 4 is not fulfilled.
c. Amendment to the Company’s articles of association in relation to the increase in authorized capital shall become effective following to the payment of such capital which causes the amount of paid-up capital to become at least 25% (twenty five percent) of the authorized capital and have the same rights with other shares issued by the Company, without prejudice to the Company’s obligation to process the approval for the amendments to the articles of association to the Minister of Law and Human Rights for the increase of paid-up capital.
8. The Company may re-purchase the issued and fully paid shares with due observance to the prevailing laws and regulations, particularly the Capital Market regulations.
SHARES Article 5
1. All the shares of the Company shall be registered shares as registered in the Shareholders Register. 2. Company shall only acknowledge 1 (one) person or 1 (one) legal entity as owner of 1 (one) share. 3. Each share shall give its owner 1 (one) vote right.
4. If a share, for any reason whatsoever becomes the property of more than one person, then those collective owners shall be obliged to appoint one from amongst them as their collective representative in the Register of shareholders who will be entitled to exercise the rights given by law in respect of the said shares.
5. Each shareholder is subject to these Articles of Association, all resolutions validly adopted in GMS and the prevailing laws and regulations.
6. All shares issued by Company may be pledged subject to the prevailing laws and regulations on pledge of shares, laws and regulations on Capital Market and Company Act.
7. Evidences of Ownership of Share are as follows:
a. In the event that the Company’s shares are not included in Collective Custody in the Depository and Settlement Institution, then the Company shall give evidence of share ownership in the form of share certificate or share collective certificate to the relevant shareholders.
b. In the event that the Company’s shares are included in Collective Deposit in the Depository and Settlement Institution, then the Company shall issue certificate or written confirmation to the Depository and Settlement Institution as evidence of registration in the Company’s Register of Shareholders.
8. Company’s shares listed at the Stock Exchange shall be subject to laws and regulations on Capital Market and Stock Exchange regulation where such shares are listed.
CERTIFICATE OF SHARE Article 6
1. The Company may issue collective share certificates as an evidence of ownership of 2 (two) or more owned by a shareholder.
b. share certificate number; c. share nominal value;
d. date of issuance of share certificate.
3. The collective share certificate shall indicate the following items: a. Name and Address of shareholder;
b. collective share certificate number;
c. number of shares and serial number of the relevant shares; d. share nominal value;
e. date of issuance of share certificate.
4. A share certificate/collective certificate and/or convertible bond and/or warrant and/or other securities which are convertible into stock must be printed, indicate serial number, indicate date of issuance and signature of Managing Director and a member of Board of Commissioners appointed by Meeting of Board of Commissioners and, such signature shall be directly printed on the share certificate and/or other securities convertible into share with due observance to the prevailing laws and regulations on Capital Market.
REPLACEMENT OF SHARE CERTIFICATES Article 7
1. Damaged share certificate and collective share certificate:
a. If a share certificate is damaged, the replacement of such damaged share certificate shall be issued provided that:
1) the person who requesting the replacement of share certificate is the lawful owner of the share certificate;
2) the Company has received the damaged share certificate.
b. Once the replacement of the original share certificate with same serial number was issued, the original of the damaged share certificate shall be destroyed by Company.
2. In the event a share certificate is lost, the replacement of such share certificate can be performed, provided that:
a. the party requesting the replacement of share certificate is the lawful owner of such share certificate;
b. the Company has obtained reporting documents from the Police on the lost of such share certificate;
c. the party requesting the replacement of share certificate gives a collateral deemed sufficient by the Board of Directors of the Company; and
d. the plan to issue a replacement of lost share certificate has been announced in the Stock Exchange where the Company’s shares are listed within the period of at least 14 (fourteen) days prior to the issuance of the share certificate.
3. All costs incurred for the replacement of the share certificate shall be borne by the shareholder concerned. 4. The terms as listed in paragraphs 1, 2 and 3 herein shall apply mutatis-mutandis to the issuance of the
replacement of collective share certificate or Equity Securities.
COLLECTIVE CUSTODY Article 8
1. Rules of Collective Custody shall contain at least the following items:
a. Shares held in the Collective Custody at the Depository and Settlement Institution shall be recorded in the Register of Shareholders on behalf of the Depository and Settlement Institution for the interest of all account holders of the Depository and Settlement Institution.
c. If the shares in the Collective Custody at the Custodian Bank are a part of the Mutual Fund Securities portfolio in the form of collective investment contract and not included in the Collective Custody with the Depository and Settlement Institution, the Company shall then record the shares in the Register of Shareholders on behalf of the Custodian Bank for the interest of the owner of the Participation Unit of the Mutual Fund in the form of such collective investment contract.
d. The Company shall issue certificate or confirmation to the Depository and Settlement Institution as referred in paragraph a of this Article or to the Custodian Bank as referred to paragraph c of this Article as a proof of recordation in the Company's Register of Shareholders.
e. The Company shall be obligated to transfer the shares in the Collective Custody registered under the name of the Depository and Settlement Institution or the Custodian Bank for the Mutual Fund in the form of the collective investment contract in the Register of Shareholders so as it will be recorded in the name of the party designated by such Depository and Settlement or the Custodian Bank. The transfer application shall be submitted by the Depository and Settlement Institution or the Custodian Bank to the Company or the Securities Administration Bureau appointed by the Company.
f. The Depository and Settlement Institution, the Custodian Bank or the Securities Company, shall be obligated to issue a confirmation to the securities account holder as evidence of the recordation in the securities account.
g. In the Collective Custody, each share with the same types and classifications issued by the Company shall be deemed as equal and exchangeable between one another.
h. The Company shall refuse the recording of the shares transfer into the Collective Custody in the event the share certificate is lost or destroyed, unless the shareholders requesting such transfer is able to provide sufficient evidence and/or guarantee that they are the lawful owner of the lost or damaged share certificate and that the share certificate is actually lost or destroyed.
i. The Company shall be obligated to refuse to register the transfer of share into the Collective Custody if the said share is given as securities and seized pursuant to a court decree or for the purpose of investigation of a criminal case.
j. The securities account holders whose shares are registered in the Collective Custody shall be entitled to attend and/or cast votes in GMS, in proportion to the number of shares they own in the securities account.
k. The Custodian Bank and the Securities Company shall submit a list of securities account and the number of the Company's shares owned by each of the account holder at such Custodian Bank and Securities Company to the Depository and Settlement Institution, to be subsequently delivered to the Company no later than 1 (one) business day prior to the date of the Call for Meeting of the GMS.
l. The Investment Manager shall be entitled to attend and cast votes in a GMS with respect to the shares of the Company held in the Collective Custody at the Custodian Bank, which constitutes as a part of Mutual Fund Securities portfolio in the form of collective investment contract and is not held in the Collective Custody at the Depository and Settlement Institution, provided that such Custodian Bank shall provide the name of the Investment Manager to the Company at the latest 1 (one) business day prior to the date of Call for Meeting of the GMS.
m. The Company shall be obligated to deliver dividends, bonus shares or other rights relating to the share ownership to the Depository and Settlement Institution for the shares in the Collective Custody to the Depository and Settlement Institution, and the Depository and Settlement Institution shall subsequently deliver the dividends, share bonus or other rights to the Custodian Bank and to the Securities Company for the interest of each account holder at such Custodian Bank and Securities Company.
o. The time limit to determine the securities account holders who are entitled to receive dividends, bonus shares or other rights relating to the ownership of shares in the Collective Custody shall be stipulated by the GMS, provided that the Custodian Bank and the Securities Company shall submit a list of the securities account holders along with the number of shares of the Company owned by each securities account holder to the Depository and Settlement Institution, at the latest of the date of the determination of shareholders entitled to receive dividend, bonus share or other rights, to be subsequently delivered to the Company no later than one (1) business day after the date used as the basis to determine the shareholders who are entitled to receive such dividends, bonus shares or the other rights.
2. Rules of Collective Custody shall be subject to the laws and regulations on Capital Market and provisions of Stock Exchange in the territory of the Republic of Indonesia where the Company’s shares are listed.
SHAREHOLDER REGISTER AND SPECIAL REGISTER Article 9
1. The Company shall keep and maintain a Shareholder Register and Special Register at the domicile of the Company.
2. In the Shareholder Register the following particulars shall be recorded:
a. names and addresses of the shareholders and/or Depository and Settlement Institution or other parties appointed by account holder at the Depository and Settlement Institution;
b. number, serial numbers and date of acquisition of the shares owned by the shareholders; c. the amount paid on each share;
d. name and address of a person or legal entity that have right of pledge over a share or as beneficiary of fiduciary security over the share and date of acquisition of such right of pledge or date of registration of such fiduciary security;
e. information on the payment of shares other than in cash; f. other information deemed necessary by the Board of Directors.
3. The Special Register shall indicate information about the ownership of shares by the members of the Board of Directors and the Board of Commissioners and their families in the Company and/or in other companies and the date of acquisition of such shares.
4. Any shareholder whose name is recorded in the Shareholder Register and Special Register shall notify the Company’s Board of Directors of any change in his/her address. As long as such notice has not been made, all invitation and notification to the shareholder concerned addressed to his/her address lastly recorded in the Shareholders Register shall be valid.
5. Board of Directors of the Company shall make available such Register of Shareholders and Special Register at the Company’s office. Every Shareholder or his/her legal proxy may request the Board of Directors to present such Register of Shareholders and Special Register to him/her during the normal working hours of the Company.
6. Legal shareholders of the Company shall be entitled to exercise all the rights conferred on a shareholder pursuant to the laws and regulations with due observance to these Articles of Association.
7. The registration of more than 1 (one) person for 1 (one) share or the transfer of rights of 1 (one) person to more than 1 (one) person is not permitted.
Subject to the provisions of Article 5 paragraph 4 herein, Company is entitled to treat a shareholder whose name is listed in the Company’s Register of Shareholders as the only lawful holder/owner of such share(s). 8. The Board of Directors may appoint and grant the authority to the Securities Administration Bureau to
perform the annotation of share in the Shareholder Register and Special Register.
TRANSFER OF RIGHTS ON SHARES Article 10
1. a. Unless defined otherwise in the prevailing laws and regulations, particularly regulation on Capital Market and these Articles of Association, any transfer of right on shares must be evidenced by a document signed by or on behalf of the transferor and transferee of right on the relevant shares. Documents of such transfer has to be in the form as determined and agreed by the Board of Directors of the Company.
b. The transfer of right on shares included in the collective custody must be conducted by transferring the right on shares from one Securities account to another Securities account at the Depository and Settlement Agency, Custodian Bank and Securities Company.
The document of transfer of right on shares must be in the form as determined and/or acceptable to the Board of Directors, provided that the document of transfer of right on shares listed on Stock Exchange must comply with the regulations of Stock Exchange on which the Company’s shares are listed, without prejudice to the provisions of laws and regulations and the regulations of Stock Exchange on which the Company’s shares are listed.
2. Any transfer of rights on shares contradictory to the provisions of these Articles of Association or inconsistent with the provisions of laws and regulations or without the approval of an authorized party, if required, shall not be applicable to the Company.
3. The Board of Directors may, at its sole discretion and by providing the reason thereof, refuse to register the transfer of right on shares in the Shareholders’ Registry, in the event that the provisions of the Articles of Association are not complied with.
4. In the event that the Board of Directors refuses to register the transfer of right on shares, the Board of Directors shall be required to deliver a notification of such refusal to the party requesting for the registration of transfer of right on shares by no later than 30 (thirty) days following the date on which the request for the registration is received by the Board of Directors, with due observance of the provisions of laws and regulations in the Capital Market sector and the regulations of Stock Exchange on which the Company’s shares are listed.
5. In the event of any change of ownership of a share, the original owner registered in the Shareholders’ Registry shall be deemed to remain as the shareholder as referred to in the provisions of laws and regulations until the name of a new owner is listed in the Shareholders’ Registry; it shall be conducted with due observance of the provisions of laws and regulations in the Capital Market sector and the regulations of Stock Exchange on which the Company’s shares are listed.
6. Each person acquiring the right on a share due to demise of a shareholder or due to any reasons whatsoever resulting in a change of share ownership under the law, by submitting evidence of such right, as may be required from time to time by the Board of Directors, may submit a request in writing for being registered as the shareholder of such share.
Registration may only be made in the event that the Board of Directors can properly accept the evidence of such right without prejudice to the provisions of these Articles of Association.
7. The form and procedures for transfer of right on shares traded in the Capital Market must comply with the provisions of prevailing laws and regulations on Capital Market and rules of Stock Exchange at which the Company’s shares are listed.
8. Any shareholder requesting for GMS as intended in Article 11 paragraph 9 (1) is prohibited from transferring his/her/its shares within a period of at least 6 (six) months following the date of such GMS if such request if fulfilled by Company’s Board of Directors or Board of Commissioners or set by the court.
GENERAL MEETING OF SHAREHOLDERS Article 11
1. The GMS shall include Annual GMS and other GMS.
4. In these Articles of Association, the terms GMS shall be both GMS, namely Annual GMS and Extraordinary GMS, unless expressly set otherwise herein.
5. GMS with miscellaneous agenda shall not be entitled to adopt a resolution.
6. Board of Directors shall convene an Annual GMS and other GMS at the request of the Company’s Board of Commissioners or shareholders without prejudice to paragraph 9 herein and, the Board of Commissioners’ request for GMS shall be submitted to Board of Directors in writing specifying the reasons thereof.
7. In the Annual GMS, Board of Directors shall:
a. present Annual Report as intended in Article 21 paragraph 3 herein;
b. submit proposal for use of Company’s profit, if Company has positive profit balance; c. submit proposal of appointment of a Public Accountant registered at OJK.
Other than agenda as referred to at points a, b and c above-mentioned, other proposals submitted properly to the meeting pursuant to these Articles of Association may be concluded in the Annual GMS.
8. The Annual GMS’ approval of the annual report shall mean the granting of full discharge and release to members of Board of Directors and Board of Commissioners for their responsibilities for managerial and supervisory duties of the preceding year, as long as such actions are reflected in the annual report, save of embezzlement, fraud and other criminal actions.
9. Shareholders’ Request of Annual GMS:
(1) 1 (one) shareholder or more collectively representing 1/10 (one-tenth) of the total shares with voting right may request for an Annual GMS;
(2) The request of the Annual GMS as referred to at point (1) of this paragraph may be submitted to the Company’s Board of Directors in writing by stating the reason thereof.
(3) The request of the Annual GMS as referred to at point (1) of this paragraph shall: a. be filed in good faith;
b. take into account the Company’s interests;
c. constitute a request for which a GMS’s resolution is needed;
d. be accompanied with reasons and materials relevant to the matters to be resolved in the GMS; and
e. not be contrary to the prevailing laws and regulations and the Company’s Articles of Association.
(4) Board of Directors shall make announcement of GMS to shareholders within no later than 15 (fifteen) days as of the date of the Board of Directors’ receipt of the request of GMS as intended at point (1) of this paragraph.
(5) In the event that no announcement is made by Board of Directors as intended at point (4) herein, shareholders may resubmit the request of GMS to Board of Commissioners.
(6) Board of Commissioners shall make announcement of GMS to shareholders within no later than 15 (fifteen) days as of the date of the Board of Commissioners’ receipt of the request of GMS as intended at point (5) of this paragraph.
(7) In the event that no announcement is made by both Board of Directors and Board of Commissioners within a period as intended at points (4) and (6) herein, Board of Directors or Board of Commissioners shall announce:
a. the existence of the request for GMS from shareholders as intended at point (1) herein; and b. reasons for which such GMS is not convened.
(8) The announcement as intended at point (7) herein shall be made within a period of no later than 15 (fifteen) days following the date on which the shareholders’ request for GMS as intended at points (4) and (6) herein.
(9) The announcement as intended at point (7) herein shall be made at least through: i. 1 (one) Indonesian daily newspaper having national circulation;
ii. Stock Exchange’s website; and
iii. Company’s website in Indonesian and foreign languages, which foreign language shall at least be English.
(11) In case of any discrepancy in interpretation between those information announced in foreign language and in Bahasa Indonesia as referred to at point ten (10) herein, the information announced in Bahasa Indonesia shall prevail.
(12) The evidence of announcement as intended at point (9) letter a herein along with the copy of the shareholders’ request for GMS as intended at point (2) herein shall be submitted to OJK within no later than 2 (two) business days following the date of the announcement.
(13) In case the Board of Commissioners does not make such announcement as intended at point (6) herein, shareholders as intended at point (1) herein may request for GMS to the chief of the district court having jurisdiction where the Company id domiciled to issue a decision which permits the GMS;
(14) Shareholders having obtained such court’s judgment permitting the implementation of the GMS as intended at point (13) herein shall:
a. make announcement, call for meeting and implementation of the GMS, announcement of the summary minutes of GMS convened in accordance with the OJK Regulation on Capital Market.
b. make notice to GMS and submit the evidence of such announcement, invitation and implementation of the GMS held in accordance with the OJK Regulation on Capital Market. c. attach document indicating name of shareholders and number of shares they own in the
Company who have obtained such court’s decision as intended at point b to OJK relevant to the implementation of the GMS.
(15) Shareholders as intended at point (1) herein shall not be allowed to transfer their rights on shares as referred to in Article 10 paragraph 8.
VENUE, NOTICE, ANNOUNCEMENT, CALL FOR MEETING AND TIME OF GENERAL MEETING OF SHAREHOLDERS
Article 12
1. GMS shall be convened in the territory of the Republic of Indonesia. 2. Company shall set venue and time of GMS.
3. The venue at which the GMS is held shall be: a. domicile of the Company;
b. place at which Company operates its business activities;
c. province capital at which the Company domiciles or performs its main business activities; d. province at which the Stock Exchange where the Company’s shares are listed is domiciled. 4. Notice of GMS to OJK
(1) Company shall notivy OJK of the GMS’ agenda within no later than 5 (five) business days prior to the announcement of GMS, excluding the date of the announcement of GMS.
(2) The GMS’ agenda as intended at point (1) of this paragraph shall be expressly in clear and detail manner.
(3) In case of any change in such GMS’ agenda as intended at point (2) herein, the same shall be notified by Company to OJK prior to the date of the Call for Meeting of the GMS.
5. The provisions of paragraph 4 herein shall apply mutatis-mutandis to the notice to GMS by shareholders who have obtained the court’s decision for GMS as intended at point 11 paragraph 9 point (14).
6. GMS Announcement
(1) Company shall make announcement of GMS to shareholders within no later than 14 (fourteen) days prior to the invitation to GMS, excluding the date of the announcement and the date of the Call for Meeting.
(2) GMS announcement as intended at point (1) herein shall indicate at least the following items: a. shareholders who are entitled to attend the GMS;
b. shareholders who are entitled to propose agenda of the meeting; c. date of GMS; and
(3) In a GMS held at the request of shareholders as intended in Article 11 paragraph 9, other than indicating items as listed at point (2) herein, the GMS announcement as intended at point (1) herein shall also state that the Company’s GMS is held at the request of General Meeting of Shareholders. (4) GMS announcement to shareholders as intended at point (1) herein shall be published at least
through:
a. 1 (one) Indonesian daily newspaper having national circulation; b. Stock Exchange’s website; and
c. Company’s website in Indonesian and foreign languages, which foreign language shall at least be English.
(5) The announcement made in foreign language as intended at point (4).c herein shall contain information similar to that made in Indonesian language.
(6) In case of any difference in interpretation between the GMS announcement made in foreign language and that made in Indonesian as intended at point (5) herein, then the GMS announcement made in Indonesian language shall prevail.
(7) The evidence of the GMS announcement as intended at point (4).a herein shall be submitted to OJK within no later than 2 (two) business days following the date of the announcement.
(8) If GMS is held at the request of shareholders, the submitted evidence of GMS announcement as intended at point (7) herein shall be attached with the copy of the shareholders’ written request of GMS as intended in Article 11 paragraph 9 point (2) hereunder.
(9) Announcement and Call for Meeting of GMS to resolve matters having conflict of interest shall be made in accordance with the Capital Market regulations.
7. The provisions of paragraph 6 of this article shall apply mutatis-mutandis to the announcement of GMS by shareholders who have obtained the court’s decision for GMS as intended at point 11 paragraph 9 point (14).
8. Proposed Agenda of Meeting
(1) Shareholders may propose meeting agenda in writing to Board of Directors within no later than 7 (seven) days prior to the GMS invitation.
(2) Shareholder who may propose such meeting agenda as intended at point (1) herein shall be 1 (one) shareholder or more representing 1/20 (one-twentieth) or more of the total shares with vote right.
(3) The proposal of meeting agenda as intended at point (1) herein shall: a. be made in a good faith;
b. take into account the Company’s interests;
c. specify reasons and materials of the proposed agenda; and d. not be contrary to the prevailing laws and regulations.
(4) The shareholders’ proposal of meeting agenda as intended at point (1) herein shall be an agenda for which a resolution is needed;
(5) Company shall specify the shareholder’s proposed meeting agenda as intended at point (1) herein in the meeting agenda specified in the Call for Meeting.
9. Call for Meeting of GSM:
(1) Company shall make GMS Call for Meeting to shareholders within no later than 21 (twenty one) days prior to the GMS, excluding the date of the invitation and the date of the GMS.
(2) GMS Invitation as intended at point (1) herein shall indicate at least the following information: a. date of GMS;
b. time of GMS; c. venue of GMS;
d. shareholders entitled to attend GMS;
e. meeting agenda including the details thereof; and
f. information stating that the materials related to the meeting agenda are available for shareholders since the date of the GMS invitation till the date of the GMS.
b. Stock Exchange’s website; and
c. Company’s website in Indonesian and foreign languages, which foreign language shall at least be English.
(4) The Call for Meeting made in foreign language as intended at point (4) herein shall contain the same information with that made in Indonesian language.
(5) In case of any difference in interpretation between the GMS invitation made in foreign language and that made in Indonesian as intended at point (5) herein, then the GMS invitation made in Indonesian language shall prevail.
(6) The evidence of the GMS invitation as intended at point (3).a herein shall be submitted to OJK within no later than 2 (two) business days following the date of the invitation.
(7) GMS Invitation to resolve matters having conflict of interest shall be made in accordance with the Capital Market regulations.
(8) Notwithstanding other provisions of these Articles of Association, the GMS Call for Meeting shall be made by Board of Directors or Board of Commissioners in manners set out hereunder, with due observance to the Capital Market regulations.
(9) The provisions of paragraph 9 herein shall apply mutatis-mutandis to the GMS Call for Meeting made by shareholders who have obtained the court’s decision for GMS as intended at point 11 paragraph 9 point (13).
10. Second GMS Call for Meeting shall be subject to the following conditions:
(1) Second GMS Call for Meeting shall be made within no later than 7 (seven) days prior to the date on which the second GMS is held.
(2) The second GMS Invitation shall specify that the first GMS was held but the quorum was not reached. This provision shall apply without prejudice to Capital Market regulations, other prevailing laws and regulations, and regulations of Stock Exchange where the Company’s shares are listed. (3) Second GMS shall be held not sooner than 10 (ten) days and not later than 21 (twenty one) days
following the date the first GMS was held.
(4) Provisions regarding GMS Call for Meeting/invitation media and revision of GMS invitation shall apply mutatis-mutandis to the second GMS invitation.
11. Third GMS Call for Meeting shall be subject to the following conditions:
(1) Third GMS Call for Meeting at the request of the Company shall be set by OJK;
(2) The third GMS Call for Meeting shall state that the second GMS Call for Meeting has been made but its quorum was not reached.
12. GMS Agenda Materials:
(1) Company shall provide GMS agenda materials to shareholders;
(2) GMS agenda materials as intended at point (1) herein shall be made available from the date the GMS Invitation is made to the date the GMS is held.
(3) If other prevailing laws and regulations set that such materials should be made available earlier than that as intended at point (2) herein, Company shall comply with such other prevailing laws and regulations.
(4) GMS agenda materials made available as intended at point (2) herein may be in the form of hardcopy and/or softcopy.
(5) The hardcopy documents as intended at point (4) herein shall be made available free of charge at the Company’s office at a written request of shareholders.
(6) Softcopy documents as intended at point (4) herein may be accessed and downloaded through the Company’s website.
(7) For meeting agenda of appointment of members of Board of Directors and/of Board of Commissioners, the curriculum vitae of the candidate of the members of Board of Directors and/or Board of Commissioners concerned shall be made available:
a. at the Company’s website at least since the time of the GMS Call for Meeting to the date of the GMS; or
3. Call for Meeting Revision:
(1) Company shall make a revision of GMS Call for Meeting if there is change in information contained in such GMS Call for Meeting as intended at paragraph 9 (2) herein.
(2) If the revised GMS Invitation as intended at point (1) herein contains information of change in date of GMS and/or addition to GMS agenda, Company shall make re-invitation of GMS following the procedures as set out in paragraph 9 herein.
(3) The re-invitation of GMS as intended at point (2) herein shall not apply if the revised GMS Call for Meeting concerning the change in the date of the GMS and/or addition to the agenda of the GMS is made not caused by fault of Company.
(4) Evidence indicating the revised invitation is not caused by fault of Company as intended at point (3) herein shall be submitted to OJK at the same day of the revision.
(5) Provisions concerning media used and submission of GMS Call for Meeting evidence as intended at paragraph 9 point (3), paragraph 9 point (4) and paragraph 9 point (7) of this article shall apply mutatis mutandis to media used for revision of GMS Call for Meeting and submission of evidence of the revised GMS Call for Meeting as intended at point (1) of this paragraph.
14. Rights of Shareholders:
(1) Shareholder either by him/herself or represented by his/her legal proxy by virtue of a power of attorney is entitled to attend GMS.
(2) A shareholder may be represented by another shareholder or a third party by virtue of a power of attorney with due observance to the prevailing laws and regulations.
(3) In a GMS each share gives rights to its owner to cast 1 (one) vote;
(4) shareholder who is entitled to present at the GMS shall be those whose names are registered at the Company’s register of shareholders 1 (one) business days prior to the GMS Call for Meeting: (5) In case of the revision of Call for Meeting as intended at paragraph 12 point (1) of this article,
shareholders who are entitled to attend the GMS shall be those whose names are registered at the Company’s register of shareholders 1 (one) business day prior to the date on which the relevant revision GMS Call for Meeting is made.
15. At the time of GMS, shareholders are entitled to obtain information about the relevant meeting agenda as long as not contrary to the interests of the Company.
16. At the time of GMS, Company may invite another party related the GMS agenda.
CHAIRMAN AND RULES OF GENERAL MEETING OF SHAREHOLDERS Article 13
1. Chairman of GMS:
(1) GMS shall be chaired by a member of Board of Commissioners appointed by the Board of Commissioners.
(2) If no member of Board of Commissioners is present at the GMS for any reasons, GMS shall be chaired by any member of Board of Directors appointed by Board of Directors.
(3) If no member of either Board of Commissioners or Board of Directors is present at the GMS as intended at point (1) herein and point (2) herein, GMS shall be chaired by any of shareholders attending the GMS who is appointed by participants of the GMS.
(4) The such member of Board of Commissioners appointed by the Board of Commissioners to chair the GMS has a conflict of interest with the agenda to be resolved in the GMS, GMS shall be chaired by another member of Board of Commissioners having no conflict of interest and appointed by Board of Commissioners.
(5) If all members of Board of Commissioners have conflict of interest, GMS shall be chaired by a member of Board of Directors appointed by the Board of Directors.
(7) If all members of Board of Directors have conflict of interest, GMS shall be chaired by any of non-controlling shareholders appointed by other majority of shareholders attending the GMS.
(8) Chairman of GMS shall be entitled to those attending the GMS to present their authority/eligibility to attend the GMS.
2. GMS Rules:
(1) At the time of GMS, GMS rules must be distributed to shareholders attending the GMS.
(2) The main points of the GMS Rules as intended at point (1) herein shall be read out before the GMS is started.
(3) At the time of the opening of the GMS, chairman of GMS shall give explanations to shareholders about at least the following items:
a. general conditions of Company in brief; b. GMS agenda;
c. mechanism of resolution making in respect of the meeting agenda; and
d. procedures for which shareholders exercise their rights to submit questions and/or opinion.
RESOLUTION, QUORUM OF ATTENDANCE AND QUORUM OF RESOLUTIONS IN
A GENERAL MEETING OF SHAREHOLDERS AND MINUTES OF GENERAL MEETING OF SHAREHOLDERS Article 14
1. GMS’ Resolutions:
(1) GMS Resolutions may be adopted based on deliberation to reach a consensus with due observance to the provisions of these Articles of Association.
(2) If no agreement is reached in in such deliberation as intended at point (1) herein, the resolution shall be adopted by voting.
(3) The voting as intended at point (2) herein shall be made by taking into account the provisions of quorum attendance and quorum resolution of the GMS.
2. Quorum of Attendance and Quorum of Resolutions of GMS:
(1) Unless set otherwise in these Articles of Association, quorum of attendance and quorum of resolutions of GMS for agenda to be resolved in a GMS (including those resolutions concerning the issue of Equity Securities and amendment to Articles of Association which do not require a Decree of the Minister of Law and Human Rights of the Republic of Indonesia and/or replacement thereof) shall be done with the following conditions:
a. GMS may be held if more than ½ (a half) of the total shares with vote rights are present or represented in the GMS.
b. If the quorum of attendance as intended at point a is not reached, provided that, more than 1/3 (one-thirds) of the total shares with vote rights are present or represented in such adjourned GMS.
c. GMS Resolutions as intended at letters a and b shall be valid if they are approved by more than ½ (a half) of the total shares with vote rights present in the GMS.
d. If the quorum of attendance of the adjourned GMS is not reached, a third GMS may be held, provided that, the third GMS is valid and entitled to adopt valid resolutions if it is attended by shareholders with vote rights in the quorum of attendance and quorum of resolutions set by OJK at the request of the Company.
(2) The quorum of attendance and quorum of GMS for agenda of amendment to Articles of Association of the Company requiring approval of the Minister of Law and Human Rights of the Republic of Indonesia, unless change in Company’s Articles of Association in the framework of extension of duration of the Company shall be subject to the following conditions:
a. GMS shall be held if it is attended by shareholders or their legal proxy representing at least 2/3 (two-thirds) of the total shares with valid vote rights;
c. If the quorum as intended at point a is not reached, a second GMS may be held, provided that, it shall be valid and entitled to take resolutions if it is attended by shareholders representing 3/5 (three-fifths) of the total shares with vote rights.
d. Resolutions adopted in the second GMS shall be valid if they are approved by more than ½ (a half) of the total shares with vote rights present at the GMS.
e. If the quorum of attendance of the second GMS is not reached, a third GMS may be held, provided that, such third GMS shall be valid and entitled to take resolutions if it is attended by shareholders with vote rights in the attendance quorum and resolution quorum set by OJK at the request of the Company.
(3) The attendance quorum and resolution quorum of GMS with agenda of transfer of the Company’s assets in the value of more than 50% (fifty percent) of the total net assets of the Company in a single transaction or more, whether or not it is related one another, merger, amalgamation, acquisition, separation, filing request for judgment of bankruptcy, extension duration of the Company and dissolution of the Company shall be subject to the following conditions:
a. GMS shall be held if it is attended by shareholders or their legal proxy representing at least 3/4 (three-fourths) of the total shares with valid vote rights;
b. GMS Resolution as intended at letter a shall be valid if it is approved by more than 3/4 (three-fourths) of the total shares with vote rights present at the GMS;
c. If the quorum as intended at point a is not reached, a second GMS may be held, provided that, it shall be valid and entitled to take resolutions if it is attended by shareholders representing 2/3 (two-thirds) of the total shares with vote rights.
d. Resolutions adopted in the second GMS shall be valid if they are approved by more than ¾ (three-fourths) of the total shares with vote rights present at the GMS.
e. If the quorum of attendance of the second GMS is not reached, a third GMS may be held, provided that, such third GMS shall be valid and entitled to take resolutions if it is attended by shareholders with vote rights in the attendance quorum and resolution quorum set by OJK at the request of the Company.
(4) The attendance quorum and resolution quorum of GMS with agenda of transactions having conflict of interests shall be subject to the following conditions:
a. GMS shall be held if it is attended by Company’s Independent Shareholders representing at least ½ (a half) of the total shares with valid vote rights belonging to the Independent Shareholders of the Company;
b. GMS Resolution as intended at letter a shall be valid if it is approved by Independent Shareholders representing more than ½ (a half) of the total shares with vote rights belonging to the Independent Shareholders;
c. If the quorum as intended at point a is not reached, a second GMS may be held, provided that, it shall be valid and entitled to take resolutions if it is attended by Independent Shareholders representing ½ (a half) of the total shares with vote rights belonging to the Independent Shareholders.
d. Resolutions adopted in the second GMS shall be valid if they are approved by more than ½ (a half) of the total shares with vote rights belonging to the Independent Shareholders present at the GMS.
e. If the quorum of attendance of the second GMS as intended at letter c is not reached, a third GMS may be held, provided that, such third GMS shall be valid and entitled to take resolutions if it is attended by Independent Shareholders with vote rights in the attendance quorum set by OJK at the request of the Company.
f. Resolutions taken in the third GMS shall be valid if they are approved by Independent Shareholders representing more than 50% (fifty percent) of the total shares belonging to Independent Shareholders attending the GMS.
(5) Shareholders with valid voting rights attending the GMS but abstain shall be deemed having casted their vote similar to those votes cast by majority of shareholders.
(6) In the voting, votes cast by shareholders shall apply to all shares they have and no shareholder shall be entitled to empower more than one proxy to act for him/her in exercising his/her rights on a part of shares he/she has with a different vote.
(7) The provisions of point (7) of this article shall not apply to:
a. Custodian Bank or Securities Company representing their customers as owner of Company’s shares.
b. Investment Manager representing Mutual Fund it manages.
(8) In the voting, no members of Board of Directors, members of Board of Commissioners and employees of Company shall act as a legal proxy of shareholders.
(9) Voting shall be done orally unless et otherwise by the Chairman of the Meeting. 3. GMS Minutes
(1) Company shall prepare minutes of GMS;
(2) Minutes of GMS shall be prepared and signed by chairman of the meeting together with at least 1 (one) shareholder appointed from and by participants of the GMS.
(3) Signature as intended at point (2) herein shall not be required if such minutes are prepared in the form of a notary deed of minutes of GMS.
(4) GMS Minutes as intended at point (1) herein shall be submitted to OJK not later than 30 (thirty) days following the date of the GMS.
(5) In case the due date of the submission of the GMS minutes falls on a holiday, such GMS Minutes shall be submitted not later the next business day of such holiday.
4. GMS Minutes Summary
(1) Company shall prepare GMS minutes summary.
(2) Such GMS minutes summary as intended at point (1) herein shall indicate at least the following items:
a. date, venue, time and agenda of the GMS;
b. members of Board of Directors and Board of Commissioners attending the GMS;
c. number of shares with voting rights that present at the GMS and percentage of the total shares with vote rights;
d. whether or not an opportunity is given to shareholders to raise questions and/or to give opinion related to the agenda of the GMS;
e. number of shareholders who raised questions or opinion related to the agenda of the GMS, if shareholders are given opportunity to do so;
f. mechanism of GMS resolutions making;
g. results of voting including affirmative vote, negative votes and abstain for each agenda of the GMS, if the resolutions are taken by voting;
h. resolutions of the GMS; and
i. payment of dividend in cash to shareholders, if GMS resolved distribution of dividend; (3) GMS minutes summary as intended at point (2) herein shall be announced to the public at least
through:
a. 1 (one) Indonesian daily newspaper having national circulation; b. Stock Exchange’s website; and
c. Company’s website in Indonesian and foreign languages, which foreign language shall at least be English.
(4) The GMS minutes summary made in foreign language as intended at point (3) letter c shall contain the same information to that made in Indonesian language.
(5) In case of any difference in interpretation between the GMS minutes summary made in foreign language and that made in Indonesian as intended at point (4) herein, then the GMS minutes summary made in Indonesian language shall prevail.
(7) The evidence of the GMS minutes summary as intended at point (3) letter a herein shall be submitted to OJK within no later than 2 (two) business days following the date of the announcement.
(8) The provisions of paragraph 3 point (4), paragraph (3) point (5) and this paragraph points (3), (6) and (7) shall apply mutatis-mutandis to:
a. submission to OJK of the GMS minutes and GMS minutes summary announced; and b. announcement of the GMS minutes summary;
of the implementation of GMS by shareholders who have stipulated by court to convene GMS as intended in Article 11 paragraph 9 point (14).
BOARD OF DIRECTORS Article 15
1. The Company shall be managed and directed by a Board of Directors. 2. The Board of Directors shall comprise at least 2 (two) persons, consisting of:
-1 Managing Director; -1 (one) Director or more;
with due observance to the prevailing regulations on Capital Market.
3. Those eligible to be appointed as a member of the Board of Directors shall be an individual person meeting the requirements and, at the time of his/her appointment and during his/her office term:
a. has good conduct, good moral, and good integrity; b. has capacity to perform legal acts;
c. within a period of 5 (five) years before the appointment, he/she has never: 1. been declared bankrupt;
2. been a member of Board of Directors or Board of commissioners who is declared guilty of causing a company to be declared bankrupt;
3. been sentenced for committing a crime that causes financial loss to the state and/or relevant to financial sector.
4. been a member of Board of Directors and/or Board of Commissioners who during his service term;
i. had failed to convene an annual GMS;
ii. his/her accountability report in his capacity as a member of Board of Directors and/or Board of Commissioners ever been rejected by GMS or ever failed to give his accountability report in his capacity as a member of Board of Directors and/or Board of Commissioners to a GMS; and
iii. had caused his company which has obtained permit, approval or registration from OJK to be unable to fulfill its annual report and/or financial report to OJK.
d. has a strong commitment to comply with the prevailing laws and regulations; and e. has ability and/or skills as required by Company.
4. In addition to the requirements as intended at paragraph 3, a member of Board of Directors shall also comply with other prevailing laws and regulations.
5. Fulfillment of requirements as a member of Board of Directors shall be specified in a written statement to be submitted to the Company.
6. The written statement of fulfillment as a member of Board of Directors as intended at paragraph 5 herein shall be evaluated and documented by Company.
7. Legal consequences of nonfulfillment of the requirements as intended at paragraphs 3 and 4 of this article shall be consistent with the prevailing laws and regulations.
8. Company shall convene a GMS to replace a member of Board of Directors who does not meet the requirements as intended at paragraph 3 of this article.
10. Members of Board of Directors shall be appointed with an office term starting from the date set out by the relevant Annual GMS and ending at the closing time of the 5th (fifth) Annual GMS at the expiry of 1 (one)
period of service, provided that, such 1 (one) period of service of a member of Board of Directors shall be 5 (five) years, with due observance with the prevailing laws and regulations on Capital Market, but without prejudice of the GMS’ right to dismiss such member of Board of Directors at any time prior to the expiry of his service term pursuant to the provisions of these Articles of Association.
11. A member of Board of Directors, upon the expiry of his service term, may be re-appointed under a resolution of GMS.
12. a. GMS may dismiss a member of Board of Directors at any time by specifying the reasons thereof. b. The reasons of such dismissal as intended herein shall be made if the member of Board of
Directors concerned is no longer eligible to be a member of Board of Directors, including, inter-alia: actions causing loss of the Company or other reasons the GMS deems fit.
c. Decision of dismissal of member of Board of Directors shall be passed upon giving an opportunity for self-defense to the member concerned.
d. Such self-defense opportunity granting is not required if the member concerned does not raise his objection to his dismissal.
e. Dismissal of member of Board of Directors shall be effective as of the closing time of GMS as referred to at point a herein or another date the GMS may set.
13. a. A member of Board of Directors shall be entitled to resign from his office upon serving written notice to Company;
b. Company shall convene GMS to resolve the request for resignation of a member of Board of Directors within a period of no later than 90 (ninety) calendar days following the receipt of the written resignation request.
c. Company shall do information transparency to public and submit to OJK not later than 2 (two) business days following the date of the receipt of resignation request of the member of Board of Directors as intended at letter a herein and not later than 2 (two) business days following the conclusion of the GMS as intended at letter b herein.
d. Until the effective date of his resignation, the member of Board of Directors shall consistently settle his duties and responsibilities pursuant to these Articles of Association and the prevailing laws and regulations.
e. An accountability shall remain be requested to the resigned member of Board of Directors in respect of his duties from his appointment to the GMS’ approval of his resignation.
f. Discharged of responsibility of a resigned member of Board of Directors shall be granted by Annual GMS.
14. a. A member of Board of Directors may be suspended at any time by Board of Commissioners by specifying the reasons thereof.
b. The suspension as intended at point a shall be notified in writing to the member of Board of Directors concerned.
c. In case of suspension of any member of Board of Directors as intended at letter a herein, Board of Commissioners shall convene a GMS aimed at cancelling or confirming such suspension decision. d. GMS as intended at letter c herein shall be held within no later than 90 (ninety) calendar days
following the date of the suspension.
e. If the GMS as intended at letter d herein is not convened within such period or GMS is unable to adopt resolution, then such suspension shall be cancelled.
f. In the GMS as intended at letter c herein, the member of Board of Directors concerned shall be given an opportunity for self-defense.
g. The suspended member of Board of Directors as intended at letter a herein shall not be authorized to:
i. operate the management of the Company for the interests of the Company pursuant to the aims and objectives of the Company; and
h. The restriction of authority as intended at letter g herein shall be effective from the date of the Board of Commissioners’ decision to the date on which:
i. a resolution is passed by GMS which confirms or cancels the suspension as intended at letter c; or
ii. the period as intended at letter d has ended.
i. If the GMS confirms the suspension decision, the member of Board of Directors concerned shall be dismissed.
j. If the suspended member of Board of Directors does not attend the GMS, he shall be deemed not using his right to do self-defense in the GMS, accordingly accepting the resolution passed by GMS. 15. GMS may:
- appoint another person to fill the vacancy of the dismissed member of Board of Directors; or - appoint another person to fill the vacancy of the resigned member of Board of Directors; or - add number of members of Board of Directors.
Service term of a person filling the vacancy of the dismissed or resigned member of Board of Directors shall be the rest of the service term of the dismissed or resigned member of Board of Directors and the service term of the additional member of Board of Directors shall be the rest of the service term of the existing members of Board of Directors, unless set otherwise by GMS.
16. Service term of a member of Board of Directors shall automatically end if such member: a. passes away
b. is under an amnesty based on a court’s decision;
c. is no longer eligible based on prevailing laws and regulations taking into account regulations on capital market.
17. Salary, service fee and other allowances (if any) of a member of Board of Directors shall be set by GMS and such power may be delegated to Board of Commissioners by GMS.
18. In the event that a vacancy occurred on all members of Board of Directors for any reasons whatsoever, which caused the number of member of Board of Directors to be less than 2 (two) persons as intended in paragraph 2 of this Article, Company shall, within no later than 90 (ninety) calendar days following the occurrence of such vacancy, convene a GMS in order to fill such vacancy with due observance to the prevailing laws and regulations on Capital Market.
19. In the event that a vacancy occurred on the Managing Director, any member of Board of Directors appointed by Board of Directors’ Meeting shall perform the duties of President Director and have authority and responsibility similar to that of Managing Director. In case of vacancy on all members of Board of Directors, the provisions of Article 19 paragraph 11 herein shall apply.
20. No member of Board of Directors shall pose concurrent offices as long as not permitted by or contrary to the prevailing laws and regulations.
21. No member of Board of Directors shall take personal benefits, either directly or indirectly, from activities of the Company, unless for their lawful income.
22. Provisions on Board of Directors which have not regulated yet in these Articles of Association shall refer to OJK Regulation on Capital Market and other prevailing laws and regulations.
DUTIES AND AUTHORITIES OF BOARD OF DIRECTORS Article 16
1. Board of Directors shall operate and manage the Company for the interests of the Company in accordance with the aims and objectives of the Company as set out in these Articles of Association.
2. In carrying out its managerial duties and responsibilities as referred to in paragraph 1, Board of Directors shall convene annual GMS and other GMS as regulated by the prevailing laws and regulations and these Articles of Association.
3. Every member of Board of Directors shall perform his duties and responsibilities as intended in paragraph 1 in good faith, full responsible and prudent.
5. If a committee is established as intended in paragraph 4, Board of Directors shall evaluate committee performance at every end of book year.
6. Board of Directors, together with Board of Commissioners, shall prepare:
a. a guidance which binds each member of Board of Directors and Board of Commissioners in accordance with the prevailing laws and regulations.
b. code of conduct which applies to all members of Board of Directors, Board of Commissioners, employees and supporting organs of the Company in accordance with the prevailing laws and regulations.
7. Every member of Board of Directors shall be jointly and fully responsible for loss of Company caused by fault or negligence of members of Board of Directors in carryout out their duties.
8. A member of Board of Directors is not liable to Company’s loss as intended in paragraph 7 herein if he can prove that:
a. such loss is not caused by his fault or negligence;
b. has conducted his managerial duties properly with a good faith, full responsible and prudent for the interest of, and in accordance with the aims and objectives of, the Company;
c. has no any conflict of interest, either directly or indirectly, in respect of his managerial duties causing Company’s loss; and
d. has taken reasonable actions in order to avoid such loss or continual loss.
9. The Board of Directors shall represent the Company within and outside a Court of Law and shall carry out all actions and deeds in relation to matters pertaining to management and ownership and shall be authorized to bind the Company to other parties, such with the limitations as stipulated under paragraph 8 herein below.
10. In taking the following actions, the Board of Directors must first obtain a written approval from the Board of Commissioners with due observance to the prevailing laws and regulations and these Articles of Association:
a. Legal actions of transferring / releasing immovable assets of the Company in value of more than the limit set from time to time by Meeting of Board of Commissioners and/or make any asset of the Company as a security of loan shall be subject to the provisions of Article 14 paragraph 3 herein; b. Take or give loan in an amount exceeding the limit set by Board of Commissioners, as long as the
same does not require a resolution of GMS pursuant to the Capital Market regulations;
c. Undertake cooperation, establish a new business or participate in another company either in or outside the country the amount of which exceeds the limit which is set from time to time by the Meeting of Board of Commissioners, as long as the same does not require a resolution of GMS pursuant to the Capital Market regulations;
11. Legal actions of (a) transferring or releasing rights or (b) creating a loan security of all or part of the Company’s assets in the value of more than 50% (fifty percent) of the total net assets of the Company in 1 (one) transaction or more, whether or not they are related one another, which transactions constitute a transfer of net asset of the Company taking place within a period of 1 (one) book year, shall be subject to approval of GMS and terms and conditions as referred to in Article 14 paragraph 2 point 3 of these Articles of Association.
12. Legal actions of undertaking Material Transactions, Affiliate Transactions and Conflict of Interest Transactions as regulated by the prevailing laws and regulations on Capital Market sector and for transactions for which an approval of Company’s GMS is required shall be subject to terms of the prevailing laws and regulations on Capital Market;
13. a. Managing Director shall be entitled and authorized to act for and on behalf of Board of Directors and lawfully represent the Company.
b. If the Managing Director is not present or unavailable, which impediment no evidence to third parties shall be required, other two members of Board of Directors shall be entitled and authorized to act for and on behalf of Board of Directors and lawfully represent the Company.
