ARTICLE OF ASSOCIATION PT BANK CIMB NIAGA Tbk
NAME AND DOMICILE ARTICLE 1
1.1. This Company shall be named Limited Liability Company “PT BANK CIMB NIAGA Tbk” (hereinafter referred to as the “Company”), domiciles and has main office in South Jakarta.
1.2. The Company may open offices or establish branch offices, sub-branch offices, representative offices, or other business units elsewhere, inside or outside the territory of the Republic of Indonesia as set out by the Board of Directors, with the approval of the Board of Commissioners.
DURATION OF COMPANY ARTICLE 2
This Company shall be established for indefinite period since 1-12-1955 (the first day of December one thousand nine hundred fifty five). Its articles of association have been ratified through Stipulation of Minister of Justice of the Republic of Indonesia dated 1-12-1955 (the first day of December one thousand nine hundred fifty five) number J.A5/110/15.
PURPOSE, OBJECTIVE, AND BUSINESS ACTIVITIES ARTICLE 3
3.1. Purpose and objective of the Company shall be running business in field of General Bank.
3.2. Primary Business Activities:
To achieve the purpose and objective above, the Company may run primary activities as follows:
a. Raise fund from the community in forms of deposit such as giro, term deposit, certificate of deposit, saving and/or other equal forms;
b. Grant credit;
c. Issue debt acknowledgment;
d. Purchase, sell, or collateralize at its own risk or for the benefit and at the request of clients;
(i) Bills of exchange including bills accepted by bank with valid period no longer than the customary commercial instruments;
(ii) Debt acknowledgment letter and other commercial paper with valid period no longer than the customary commercial instruments;
(iii) State treasure paper and government guarantee instruments;
(iv) Bank Indonesia certificates (SBI);
(v) Bonds;
(vi) Commercial paper with period of 1 (one) year pursuant to regulations of law;
(vii) Other commercial instruments with period of 1 (one) year pursuant to regulations of law;
e. Transfer money for its own benefit or for client’s benefit;
f. Place fund on, borrow fund from, or lend fund to the other Bank, through instrument, telecommunication means, or bills of presentment, check, or other means;
g. Accept payment from bills of commercial paper and conduct calculation with or among third parties;
h. Provide place to store goods and commercial papers;
i. Perform storage activities for other party’s benefit on the basis of contract;
j. Perform fund placement from one client to another in form of commercial papers not listed on Stock Exchange;
k. Perform factoring, credit card business and trust;
l. Perform activities in foreign exchange by fulfilling requirements set out by Bank Indonesia;
m. Perform Sharia-compliant Banking;
n. Perform marketing agency for non-banking products such as insurance, mutual fund, state bond, or others pursuant to the provisions;
To support Company’s primary business activities, the Company may perform the following supporting business activities:
a. Purchase from auction or otherwise, collateral either wholly or partly should debtor not fulfill its obligation to the Company, provided that the purchased collateral must be immediately disbursed;
b. Perform the activities of capital participation with bank or other company in field of finance, such as leasing, venture
capital, consumer financing, securities company, insurance, clearing house and underwriting as well as settlement and depository by fulfilling provisions set out by Bank Indonesia;
c. Perform the activities of temporary capital participation to overcome the consequences of credit failure, financing failure pursuant to sharia principles, provided that withdrawing participation, by fulfilling provisions set out by Bank Indonesia;
d. Act as pension fund founder and pension fund manager pursuant to provision in regulations of law on pension fund;
e. Perform other supporting business activities to sustain Company’s primary activities commonly performed by Bank so long not against the regulations of law.
CAPITAL ARTICLE 4
4.1. The authorized capital of Company shall be Rp 2,900,000,000,000.- (two trillion nine hundred billion Rupiahs) divided into:
a. 71,853,936 (seventy one million eight hundred fifty three nine hundred thirty six) class A shares, each with nominal value of Rp 5,000.- (five thousand Rupiahs) or with total nominal value of Rp 359,269,680,000.- (three hundred fifty nine billion two hundred sixty nine million six hundred eighty thousand Rupiahs);
b. 50,814,606,400 (fifty billion eight hundred fifteen million six hundred six thousand four hundred) class B shares, each with nominal value of Rp 50.- (fifty Rupiahs), or with total nominal value of Rp 2,540,730,320,000.- (two trillion five hundred forty billion seven hundred thirty million three hundred twenty thousand Rupiahs)
4.2. Of such authorized capital has been subscribed amounted to:
a. 71,853,936 (seventy one million eight hundred fifty three nine hundred thirty six) class A shares with total nominal value of Rp 359,269,680,000.- (three hundred fifty nine billion two hundred
sixty nine million six hundred eighty thousand Rupiahs);
b. 25,059,752,907 (twenty five billion fifty nine million seven hundred fifty two thousand nine hundred seven) class B shares with total nominal value of Rp 1,252,987,645,350.- (one trillion two hundred fifty two billion nine hundred eighty seven million six hundred forty five thousand three hundred fifty Rupiahs).
- 100% (one hundred percent) of nominal value of each subscribed share above or with total of Rp 1,612,257,325,350.- (one trillion six hundred twelve billion two hundred fifty seven million three hundred twenty five thousand three hundred fifty Rupiahs) has been deposited fully to the Company by each shareholder concerned as mentioned in deed dated 1-3-2011 (the first day of March two thousand and eleven) number 1, made before the said Notary Doktor AMRUL PARTOMUAN POHAN, SarjanaHukum, LexLegibus Magister, whose notification on amendment to articles of association has been accepted and recorded by Minister of Law and Human Rights of the Republic of Indonesia on 15-3-2011 (the fifteenth day of
March two thousand and eleven) number AHU- AH.01.10-07889.
4.3. Payment for share in a form other than cash, either in the form of tangible or intangible assets, shall fulfill the following requirements:
a. Directly in line to the needs of the Company;
b. The proposed shares deposit with assets and the details of assets to be deposited as capital above shall be announced publicly at the same time with the Notice for the General Meeting of Shareholders (hereinafter referred to as the “GMS”);
c. The assets to be deposited shall be assessed by the Assessor registered with Financial Service Authority (hereinafter referred to as the “FSA”) and shall not be collateralized howsoever;
d. Obtaining GMS approval with quorum and decision making requirements pursuant to Article 13 paragraph 13.1 of Articles of Association;
e. In the case assets to be deposited as capital in form of Company’s shares listed in Stock Exchange, the price thereof shall
be fixed on the basis of market fair price;
and
f. In the case deposit derived from retained profit, paid-in surplus, Company’s net profit, and/or capital element, then such retained profit, paid-in surplus, Company’s net profit, and/or capital element shall be contained in the last Annual Financial Report inspected by Accountant registered with FSA on fair opinion without exclusion validated by the Annual GMS.
4.4. The other shares shall be issued by the Board of Directors according to Company’s capital needs at the time and on price as well as with requirements set out by the Meeting of Board of Directors with approval from the GMS, by paying attention to provisions in Articles of Association and regulations of law on Banking and on Capital Market and the issue of shares shall not be at below par price.
4.5. Unless as required in paragraph 4.8, if such shares above to be issued through limited public offer with right issue (hereinafter referred to as the “Limited Public Offer”) to the shareholders, all shareholders whose names
recorded in Company’s Shareholder Register on the date stipulated by the GMS approving such Limited Public Offer shall have prior right to buy such shares to be issued (hereinafter referred to as “Right Issue” or “HMETD”) in comparable amount (proportional) to total shares listed in Company’s Shareholder Register in the name of respective shareholder until that date.
-The HMETD may be sold or assigned to other party, by paying attention to provisions of Articles of Association and regulations of law on Capital Market in Indonesia.
-The shareholders or HMETD holders shall be entitled to buy shares to be issued in accordance with the total HMETD at hand at the time and with requirements as resolved in regulation of GMS as meant in paragraph 4.4.
-If within period stipulated by resolution of the GMS mentioned above, the shareholders or HMETD holders shall not exercise the right to buy shares offered to them pursuant to total HMETD by fully paying in cash the price of offered shares to the Company, such shares shall be allocated to the shareholders intended to buy shares in the amount bigger than HMETD portion
proportional to the exercised HMETD, by paying attention to provisions of Articles of Association and regulations of law on Capital Market and regulations of Indonesian Stock Exchange.
- In the event of remaining shares upon allocation:
(i) If the increase of capital of Company by way of Limited Public Offer the maximum amount has not been determined and conducted without any guarantee from standby buyer, the remaining shares not taken part shall not be issued and remain in the Company’s storage;
(ii) If the increase of capital of Company by way of Limited Public Offer has been determined the amount with the guarantee from standby buyer, the remaining shares shall be allocated to certain party acting as standby buyer in the Limited Public Offer, having stated its promissory to buy the remaining shares, at the price and on the terms not lighter than those determined in the resolution of the GMS;
- As such by paying attention to provisions of Articles of Association and regulations of law on Capital Market and on Banking and regulations of Indonesian Stock Exchange.
- At the GMS resolving to approve Limited Public Offer shall also resolve the maximum amount of shares to be issued to the community as well as authorize the Board of Commissioners to approve the realization of total shares to be issued in the Limited Public Offer.
4.6. Provision of paragraphs 4.4 and 4.5 shall also mutatis mutandis apply in the event that the Company issued convertible bonds or equity securities, such as convertible bonds, warrants, or other convertible securities affecting the composition of Company’s shareholding (hereinafter referred to as “Equity Securities”), one and other by paying attention to regulations of law on Capital Market and on Banking, and without reducing the consent from the authoritative insofar required by regulations of law.
4.7. If the other shares to be issued by the Company to the Equity Securities holders issued by the Company with the approval of the GMS, the Board
of Directors shall be authorized to issue such shares without giving the rights to the existing shareholders to previously buy such shares, one and other by paying attention to provisions of Articles of Association and regulations of law on Capital Market and Banking.
4.8. The Board of Directors is authorized to issue shares and Equity Securities with a limited offering (private placement) or a public offering (the second, third, and subsequent) in accordance with the resolution of the GMS, without the HMETD to the existing shareholders either to improve financial position or not to improve financial position with the provision that the issuance of the shares and Stock-Equity Securities was conducted in accordance with the legislation in the field of Capital Markets and Banking sector.
- The payment of the shares in any other form than money as referred in paragraph 4.3 can only be conducted in the capital increase without HMETD for the purposes not in order to improve financial position of the Company with regard to provision in Article 4 paragraph 3 point a.-- - Without reducing the provision of paragraph
without granting HMETD to the shareholders may be made if the issue of shares and Equity Securities:
a. Addressed to the employees of the Company b. Addressed to the Equity Securities holders
issued with the approval of the GMS;
c. Performed in order for reorganization and/or restructuring already approved by the GMS; and/or
d. Performed pursuant to the regulations on Capital Market allowing for capital increase without HMETD.
4.9. In the case of the increase of total shares subscribed further through the increase of Company’s authorized capital, the provisions in paragraphs 4.4, 4.5, 4.6, 4.7, and 4.8 shall mutatis mutandis apply for the issue of shares through the increase of authorized capital.
4.10. The increase of subscribed capital and deposited capital shall be effective upon the deposit, and the shares issued with the same right as the shares with the same classification issued previously by the Company, without reducing Company’s obligation to obtain acceptance letter of notification on amendment to articles of
association from Minister of Law and Human Rights.
4.11. The increase of authorized capital resulting in the subscribed and deposited capital to be less than 25% (twenty five percent) of the authorized capital, may be performed as long as:
a. The authorized capital increase has been approved by the GMS;
b. The amendment to articles of association on the increase of authorized capital have been approved by Minister of Law and Human Rights;
c. The increase of subscribed and deposited capital to be at least 25% (twenty five percent) of the authorized capital shall be performed within 6 (six) months following the approval of the Minister of Law and Human Rights as meant in letter b of this paragraph;
d. In the event that the increase of deposited capital as meant in letter c of this paragraph shall not be fulfilled, the Board of Directors with the approval of the Board of Commissioners shall amend the articles of association so that the authorized
capital and deposited capital shall be at least 25% (twenty five percent) within 2 (two) months following the non-fulfillment of period as meant in letter c of this paragraph, and with the obligation for the Company to deal with the approval of Minister of Law and Human Rights;
e. The resolution of the GMS approving the increase of authorized capital as meant in letter a of this paragraph shall include the resolution to approve the decrease of such authorized capital in order to implement the provision of letter d of this paragraph.
4.12. The amendment to articles of association in order to increase the authorized capital shall be effective upon the capital deposit resulting in the total authorized capital to be at least 25% (twenty five percent) of the authorized capital, without reducing the obligation for the Company to deal with the approval of amendment to articles of association from the Minister on the increase of authorized capital.
SHARES ARTICLE 5
5.1. a. In these Articles of Association, the term Shares shall mean Class A Shares and Class B Shares, unless stated otherwise in the Articles of Association. Whereas the term Shareholders shall mean Class A Shareholders and Class B Shareholders;
b. Class A Shares and Class B Shares shall be registered common shares granting the same right to the owners pursuant to shareholding and provision of Company’s Articles of Association.
5.2. The right on each share shall not be divided.
The Company shall only acknowledge one person or 1 (one) legal entity as the owner of 1 (one) share, being the person or legal entity whose name listed as the owner of such share in Company’s Shareholder Register.
5.3. In the event 1 (one) share or more due to any reason whatsoever shall be owned by several persons, those who jointly own the shares shall be obliged to appoint in writing one of them or other person as their mutual proxy and only such appointed or authorized person name shall be
listed in Company’s Shareholder Register and entitled to perform management actions and other actions pursuant to its authorities on the basis of appointment or authorization to it.
5.4. So long as the provision in paragraph 5.3 above shall not be implemented, the shareholders shall not be entitled to cast vote at the GMS, while the dividend payment for such shares shall be suspended.
5.5. Any shareholder at law shall be subject to the provision of Articles of Association and to all resolutions taken validly at the GMS as well as the regulations of law on Capital Market and on Banking.
5.6. For Company’s shares not included in Collective Depository with Settlement and Depository Agency, the Company shall issue share certificate as the evidence of owning 1 (one) share, or collective share certificate as the evidence of owning 2 (two) shares or more, owned by one shareholder, with form and content set out by the Board of Directors by paying attention to regulations of law on Capital Market and signed by Director entitled to represent the Company.
5.7. For shares included in Collective Depository with Settlement and Depository Agency or with Custodian Bank (especially in order for Collective Investment Agreement), the Company shall be obliged to issue certificate or written confirmation to the Settlement and Depository Agency or to the Custodian Bank signed by the Board of Directors of the Company, as the evidence of registration in the Company’s Shareholder Register.
5.8. The Company may issue shares with nominal value or without nominal value, provided that the issue of shares without nominal value shall be made pursuant to regulations of law on Capital Market.
5.9. In the event of fractional nominal value due to Company’s undertakings action resulting in the fractional nominal value of shares, the following conditions shall apply:
a. The holders of fractional nominal value of shares shall not be entitled on individual vote unless the holder of fractional nominal value of shares, either severally or jointly with the other holders of fractional nominal value of shares, with
similar share classification and with nominal value of 1 (one) nominal share in such classification.
b. The holders of fractional nominal value of shares with similar share classification and with total nominal value of 1 (one) nominal share, shall appoint one among them or other person as their mutual proxy and only the appointed or authorized person who shall be entitled to exercise the right granted by law on fractional nominal value of share.
c. Company shall issue evidence of owning fractional nominal value of shares in form and content as determined by the Board of Directors and signed by Director entitled and authorized to represent the Board of Directors pursuant to provision of Article 15 paragraph 15.5.
d. The holders of several fractional nominal value of shares with similar share classification equal to 1 (one) nominal share shall be entitled to convert to Company such fractional nominal value of
share into 1 (one) share with similar classification.
e. The number and amount of fractional nominal value of shares issued by the Company shall be calculated in total subscribed and deposited capital of the Company.
REPLACEMENT OF SHARE CERTIFICATE ARTICLE 6
6.1. In the event of share certificate is damaged or unusable, or lost, the Board of Directors shall issue replacement of share certificate on terms, price, and manner as set out pursuant to resolution of Meeting of Board of Directors by paying attention to provision of this article and regulations of law including regulations of law on Capital Market.
6.2. In the event of share certificate is damaged, the replacement for such share certificate shall be made if the Company has received sufficient evidence that:
a. The party asking for replacement of share certificate is the owner of share certificate;
b. The Company has received the damaged share certificate.
6.3. In the event of share certificate is lost, the replacement for such share certificate shall be made if the Company has received sufficient evidence that:
a. The party asking for replacement of share certificate is the owner of share certificate;
b. The Company has received the reporting document from Police Department of the Republic of Indonesia on such lost share certificate; and
c. The party asking for replacement of share certificate has provided guarantee deemed sufficient by the Company’s Board of Directors.
6.4. The damaged share certificate as meant in paragraph 6.2 of this article shall be destroyed and made minutes by the Board of Directors to be reported at the next GMS.
6.5. The plan to issue replacement of lost share certificate as meant in paragraph 6.3 of this article shall be announced in Stock Exchange where Company’s shares listed no later than 14
(fourteen) days prior to the issue of replacement of share certificate.
6.6. Upon the issue of replacement of share certificate, the damaged and/or lost share certificate shall be inapplicable to the Company.
6.7. All expenses to issue replacement of share certificate, including announcement cost as mentioned in paragraph 6.5 of this Article shall be borne by the shareholder concerned.
6.8. Provisions as meant in paragraph 6.1 to paragraph 6.7 of this Article shall mutatis mutandis apply to the issue of collective share certificate or replacement of certificate or written confirmation as meant in Article 5 paragraph 5.7 or replacement of ownership evidence of fractional nominal value of shares as meant in Article 5 paragraph 5.9 letter c.
CERTIFICATE OF ARTICLE
FOUNDERS 7
7.1. The Company has issued founders.
10 (ten) certificates of
7.2. The certificate of founders shall apply until the death of the holder of certificate of founder.
7.3. The certificate of founder shall be given serial number, and shall be affixed by signature of one Director.
7.4. The Company shall organize certificate of founder register and each entry on such register shall be signed by President Director and President Commissioners or their lawful proxies.
7.5. The certificate of founder shall not be divided, granted, bequeathed, sold, or pledged or otherwise transferred.
SHAREHOLDER REGISTER AND SPECIAL REGISTER ARTICLE 8
The Company shall be obliged to organize and maintain Shareholder Register and Special Register pursuant to provisions of Article 50, Article 100, Article 101, Article 116 of UUPT as well as regulations of law on Capital Market and regulations of Indonesian Stock Exchange.
COLLECTIVE DEPOSITORY ARTICLE 9
9.1. Company’s Shares in Collective Depository with Settlement and Depository Agency shall be recorded in the Company’s Shareholder Register under the name of Settlement and Depository Agency for the benefit of account holder with the Settlement and Depository Agency.
9.2. Company’s Shares in Collective Depository with Custodian Bank or Securities Company recorded in Securities account with Settlement and Depository Agency shall be recorded under the name of Custodian Bank or Securities Company for the benefit of Securities account holder with the Custodian Bank or Securities Company.
9.3. If the shares in Collective Depository with the Custodian Bank shall be the part of Mutual Fund Portfolio in form of collective investment agreement and not included in Collective Depository with Settlement and Depository Agency, the Company shall record the shares into the Company’s Shareholder Register under the name of Custodian Bank for the benefit of Participation Unit of Mutual Funds in form of collective investment agreement.
9.4. The Company shall be obliged to issue certificate or confirmation to the Settlement and Depository Agency as meant in paragraph 9.1 of this Article or Custodian Bank as meant in paragraph 9.3 of this Article as the evidence of registration into the Company’s Shareholder Register.
9.5. The Company shall transfer shares in Collective Depository registered under the name of Settlement and Depository Agency or Custodian Bank for Mutual Funds in form of collective investment agreement in the Company’s Shareholder Register into the name of Party appointed by the Settlement and Depository Agency or Custodian Bank. The application for transfer shall be submitted by the Settlement and Depository Agency or Custodian Bank to the Company or Securities Administration Office appointed by the Company.
9.6. Settlement and Depository Agency, Custodian Bank, or Securities Company shall issue confirmation to the account holder as the evidence of recording in Securities account.
9.7. In the Collective Depository, any share from the same type and classification issued by the
Company shall be equal to and convertible each other.
9.8. The Company shall refuse the registration of shares transfer into Collective Depository if the share certificate is lost or destroyed, unless the Party applying for transfer provides sufficient evidence and/or assurance that the concerned Party is the shareholder and such share certificate is really lost or destroyed.
9.9. The Company shall refuse the registration of shares into Collective Depository if the shares are collateralized, put under attachment pursuant to court’s decision or confiscated for criminal case investigation.
9.10. The Securities account holder whose Securities registered in Collective Depository shall be entitled to attend and/or cast vote at the GMS pursuant to the amount of shares owned in such account.
9.11. Custodian Bank and Securities Company shall deliver the list of Securities account holder as well as the amount of the Company’s shares owned by each account holder with Custodian Bank and Securities Company to Settlement or Depository Agency to be forwarded to the Company within 1
(one) business day prior to the notice of the GMS.
9.12. Investment Manager shall be entitled to attend and cast vote at the GMS on the Company’s shares included in Collective Depository with Custodian Bank constituting parts of Mutual Fund Securities portfolios in form of collective investment agreement and not included in Collective Depository with Settlement and Depository Agency provided that the Custodian Bank shall submit the Investment Manager’s name to the Company within 1 (one) business day prior to the notice of the GMS.
9.13. The Company shall give dividend, bonus shares, or other rights in respect of share ownership to the Settlement and Depository Agency on shares in Collective Depository with Settlement and Depository Agency and such Settlement and Depository Agency shall forward the dividend, bonus shares, or other rights to the Custodian Bank and/or Securities Company for the benefit of each account holder with the Custodian Bank and/or Securities Company.
9.14. The Company shall give dividend, bonus shares, or other rights in respect of Company’s share
ownership to the Custodian Bank or shares in Collective Depository with Custodian Bank constituting parts of Mutual Funds Securities portfolios in form of collective investment agreement and not included in Collective Depository with Settlement and Depository Agency.
9.15. The deadline for determining Securities account holder entitled to enjoy dividend, bonus shares, or other rights in respect of share ownership in Collective Depository shall be resolved by the GMS provided that the Custodian Bank and Securities Company shall submit the list of Securities account holder along with the amount of the Company’s shares owned by each Securities account holder to the Settlement and Depository Agency, at the latest date being the determination basis for shareholders entitled to enjoy dividend, bonus shares, and other rights, to be forwarded then to the Board of Directors of the Company within 1 (one) business day upon the date being the determination basis for shareholders entitled to enjoy dividend, bonus shares, and other rights.
9.16. The Company’s Board of Directors may appoint and authorize securities administration office to record the shares in Shareholder Register.
- Any record or registration in Shareholder Register including the records of sale, transfer, collateralization, pledge, cession, in respect of Company’s shares shall be made pursuant to these Articles of Association and regulations of law.
ASSIGNMENT OF RIGHT TO SHARES ARTICLE 10
10.1. In the event of change to share ownership, the former owner listed in Shareholder Register shall be deemed as the shareholder until the new owner’s name listed in Shareholder Register, one and other without reducing the consent from the authoritative and regulations of law as well as provisions of Articles of Association.
10.2. Assignment of right to shares shall be on the basis of deed of assignment of right signed by the assignor and assignee or their lawful proxies.
10.3. The deed of assignment of right to shares as meant in paragraph 10.2 above shall be in form of as determined or approved by the Board of
Directors and the counterpart thereof shall be presented to the Company provided that the assignment of right to shares listed in Indonesian Stock Exchange shall fulfill the regulations of law on Capital Market.
10.4. The assignment of right to shares registered in Collective Depository shall be recorded as inter-account transfer, or as transfer from one account in collective depository to the individual shareholder not constitute account holder in collective depository by recording the assignment of right by the Company’s Board of Directors.
10.5. Assignment of right to shares shall only be allowed if all provisions in Articles of Association have been fulfilled.
10.6. Assignment of right shall be recorded in the Shareholder Register concerned or in the share certificate, such record shall be signed by Director entitled to represent the Board of Directors or their lawful proxies.
10.7. The Board of Directors with providing reason for that matter may refuse to record the assignment of right to shares in Shareholder Register in the event of non-fulfillment of the manner set
out by the Board of Directors or one of requirements in the assignment of right of shares.
10.8. If the Board of Directors refused to record the assignment of right to shares, the Board of Directors shall be obliged to deliver refusal notification to the party assigning the right within 30 (thirty) days upon the application date of registration received by the Board of Directors.
10.9. As for the Company’s shares listed in Indonesian Stock Exchange, any refusal to record the assignment of right to shares as meant shall be pursuant to regulations of law on Capital Market and Indonesian Stock Exchange.
10.10. The Shareholder Register shall be closed on the last business day of Indonesian Stock Exchange before the advertisement of notice for the GMS, to determine the shareholder names entitled to attend such GMS.
10.11. The person obtained right on shares due to the death of a shareholder or due to any reason causing the change of shareholding lawfully, by presenting evidence as required anytime by the
Board of Directors may apply in writing to be listed as a shareholder.
- The listing shall only be made if the Board of Directors satisfied with the evidence, without reducing the provision of Articles of Association as well as by paying attention to regulations of law on Capital Market.
10.12. All limitations, prohibitions, and provisions in Articles of Association regulating the right to assign the right of shares and the registration of assignment of right to shares shall also mutatis mutandis apply to any transition right according to paragraph 10.11.
10.13. Any shareholders who propose to hold the GMS and that proposal of holding the GMS was approved either by the Board of Directors, Board of Commissioners, or based on the Court’s decision, shall not transfer its share within at least 6 (six) months as from the GMS.
GENERAL MEETING OF SHAREHOLDERS ARTICLE 11
11.1. The GMS shall be:
a. The Annual GMS;
b. The other GMS, in these Articles of Association referred to as the extraordinary GMS.
11.2. The term GMS in these Articles of Association shall mean both of them, they are the annual GMS and the extraordinary GMS, unless explicitly stated otherwise.
11.3. Agenda of the GMS can be proposed by 1 (one) person or more which are jointly representing 1/20 (one twentieth) or more of total shares with voting rights.
11.4. The Board of Directors may conduct the GMS pursuant to provision of Article 78 and Article 79 of UUPT, with regard to the regulations in the field of Capital Markets and Stock Exchange.
11.5. At the Annual GMS:
a. The Board of Directors shall submit the annual report pursuant to provision of Article 66 to Article 68 of UUPT;
b. Shall be determined the use of net profit, pursuant to provision of Article 70 and Article 71 of UUPT.
c. Shall be appointed Public Accountant listed in Capital Market and Financial Institution Coordinating Board;
d. May be made change to/appointment of Directors and Commissioners of the Company;
e. May resolve other agenda duly proposed pursuant to provision of UUPT and Articles of Association.
11.6. The approval of annual report and validation of financial statement by the annual GMS means giving release and discharge of responsibility completely to Directors on management and Commissioners on supervision performed during previous fiscal year, insofar such action reflected in financial statement.
11.7. In the event that the member of the Board of Directors or the Board of Commissioners did not announce, did not call or did not hold a GMS as referred to in Article 78, Article 79, and Article 83 of UUPT and the regulations in the field of Capital Markets and Stock Exchange in Indonesia, the shareholders shall be entitled to call for the GMS pursuant to the Article 80 of UUPT.
11.8. The extraordinary GMS shall not be entitled to discuss and resolve the agenda of GMS as meant in paragraph 11.5 point a and or point b.
PLACE, NOTICE, AND CHAIRPERSON OF THE GMS ARTICLE 12
12.1. GMS shall be conducted in the Republic of Indonesia, which is at the place of the Company’s domicile or the Company’s main business activities or capital of Province which cover Company’s domicile or Company’s main business activities; or province which cover the domicile of the Stock Exchange where Company’s shares are listed.
12.2. GMS shall be held by notice of the meeting not later than 21 (twenty one) days prior to the GMS is held, excluding the date of notice and date of the notice and the date of GMS.
- Prior to the notice for GMS there shall be held an announcement that the notice of the GMS will be conducted, namely within not later than 14 (fourteen) days prior to the notice of GMS, excluding the date of announcement and the date of notice of GMS.
- The announcement and notice must be conducted at least in 1 (one) daily newspaper widely circulated within the territory of the Republic of Indonesia in accordance with the Board of Directors’ consideration and by paying attention
Markets and Stock Exchange in Indonesia.
12.3. Unless stated otherwise herein, the GMS shall be chaired by one Commissioner appointed by the Board of Commissioners.
- If all members of the Board of Commissioners are absent or unable to attend due to any reason whatsoever without any requirement to prove to the third party, then by paying attention to regulations in the field of the Capital Markets and Stock Exchange in Indonesia, the GMS shall be chaired by President Director;
- If the President Director is absent or unable to attend due to any reason whatsoever without any requirement to prove to the third party, the GMS shall be chaired by Vice President Director (if appointed). If the Vice President Director not appointed or if the Vice President Director appointed but absent or unable to attend due to any reason whatsoever without any requirement to prove to the third party, the GMS shall be chaired by one Director;
- If all Directors are absent or unable to attend due to any reason whatsoever without any requirement to prove to the third party, the GMS
shall be chaired by one shareholder present at the GMS elected by and among participants of the GMS.
12.4. In the event that Commissioner appointed by Board of Commissioners has conflict of interest to anything needs resolution at the GMS, the GMS shall be chaired by other Commissioner not having conflict of interest appointed by Board of Commissioners.
- If all members of the Board of Commissioners have conflict of interest in anything which needs resolution at the GMS, then by paying attention to regulations in the field of the Capital Markets and Stock Exchange of Indonesia, the GMS shall be chaired by President Director, and in case the President Director has conflict of interest in anything which needs resolution at the GMS, the GMS shall be chaired by a member of the Board of Directors who does not have any conflict of interest.
- If all Directors have conflict of interest, the GMS shall be chaired by one independent shareholder, i.e. non-controlling shareholder elected by and among independent shareholders present at the GMS.
held upon request of 1 (one) or more
of the shareholders which are jointly representing 1/10 (one tenth) or more of total shares with voting rights or Board of Commissioners by paying attention to regulations in the field of Capital Markets and Stock Exchange in Indonesia.
12.6. The Shareholders may propose the agenda of the GMS if:
a. The relevant proposal including the reason and materials of the proposed agenda item of Meeting has been submitted in written by one or more shareholders who are jointly representing at least 1/20 (one twentieth) of total number of shares with voting rights issued by the Company;
b. Conducted in good faith and by considering the interest of the Company and with regards to the provision of the Article of Association and Regulations
c. It has been received by the Board of Directors at least 7 (seven) days prior to the notice of the GMS is issued.
QUORUM, VOTING RIGHTS, AND RESOLUTION OF THE GMS ARTICLE 13
13.1 Unless this Article of Association do not stated otherwise, the GMS in order to decide the matters to be decided at the GMS
including the issuance of shares and Equity Securities, shall be conducted with the following requirements:
a. GMS shall be attended by shareholders representing more than ½ (a half) of total voting shares issued by the Company.
b. In the event that quorum as meant in letter a above not reached, the notice of the second GMS without prior announcement/
notice of GMS
c. Notice of the second GMS shall be made no later than 7 (seven) days prior to the second GMS, without calculating the date of the GMS, with information that the first GMS has been held without reaching quorum.
d. The second GMS shall be held at the earliest period of 10 (ten) days and at the latest period of 21 (twenty one) days commencing as of the first GMS, with the
GMS save for quorum requirements as set out in letter e below.
e. The second GMS shall be valid and entitled to take binding resolution if attended by shareholders or lawful proxies of shareholders owning at least 1/3 (one third) of total voting shares.
f. All resolutions of the GMS shall be made through deliberation for consensus. If not successful, the resolution shall be made on the basis of affirmative votes more than ½ (a half) of total shares present at the GMS.
g. In the event that the quorum of the second GMS were not reached, the third GMS could be held by fulfilling attendance quorum requirements, number of votes for adopting resolution, notice and schedule to hold GMS as determined by the Otoritas Jasa Keuangan upon the Company’s request.
13.2 Any share shall give right to the owner to attend the GMS and give 1 (one) vote.
13.3 Voting regarding person shall be made with closed ballot without signature, and regarding other things shall be orally, unless the
any objection from 1 (one) or more shareholders jointly representing at least 1/10 (one tenth) of total voting shares.
13.4 Blank or abstain votes shall be deemed to not exist and shall not be calculated in determining total votes at the GMS, provided that the shareholders casting blank vote shall be obliged to follow and respect the resolution made for the agenda of the GMS concerned.
13.5 GMS to resolve matters containing conflict of interest shall be conducted with the following conditions:
a. Shareholder having conflict of interest shall be deemed to give the same resolution to the resolution approved by independent shareholder not having conflict of interest.
b. The GMS shall be attended by independent shareholder representing more than ½ (a half) total voting shares owned by independent shareholder and the resolution shall be valid if agreed by independent shareholder representing more than ½ (a half) of total voting shares owned by independent shareholder.
c. In the event that quorum as meant in letter b above not reached, the second GMS may be held provided that the GMS shall be entitled to take valid resolutions if attended by independent shareholder representing ½ (a half) of total voting shares owned by independent shareholder and the resolution shall be valid if agreed by more than ½ (a half) of total voting shares owned by independent shareholder present at the GMS.
d. In the event that quorum as letter c above were not reached, the third GMS could be held and entitled to adopt resolution if in the GMS are present or represented a number of shares which meets the requirements of quorum and term of decision making which is determined by Otoritas Jasa Keuangan upon the Company’s request.
13.6 GMS to approve the amendment to Articles of Association of the Company shall be conducted with the following requirements:
a. GMS shall be attended by shareholders representing at least 2/3 (two third) of total voting shares, and the resolution
(two third) of total shares at the GMS;
b. In the event that quorum as in letter a above not reached, then at the second GMS the resolution shall be valid if attended by shareholders representing at least 3/5 (three fifth) of total voting shares and agreed by more than ½ (a half) of total voting shares present at the GMS.
c. In the event that quorum as letter b above were not reached, the third GMS could be held and entitled to adopt a resolution if in the GMS are present or represented a number of shares which fulfill the quorum requirements and decision making requirements which is determined by Otoritas Jasa Keuangan upon the Company’s request.
13.7 GMS to approve the matters referred to Article 102 of UUPT, merger, consolidation, acquisition, splitting of, submission of application for dissolution of the Company, and the dissolution of Company shall be made with the following provisions:
a. GMS attended by shareholders representing at least ¾ (three quarter) of total voting
shares and resolution shall be valid if agreed by more than ¾ (three quarter) of total voting shares present at the GMS.---- b. In the event that quorum as meant in letter
a mentioned above not reached, then at the second GMS the resolution shall be valid if attended by shareholders representing at least 2/3 (two third) of total voting shares and agreed by more than ¾ (three quarter) of total voting shares present at the GMS.
c. In the event that quorum as letter b above were not reached, the third GMS could be held and entitled to adopt resolution if in GMS are present or represented by a number of shares to fulfill the quorum requirements and decision making requirements which is determined by Otoritas Jasa Keuangan upon the Company’s request.
13.8 Any proposal from the shareholders during the discussion or voting at the GMS shall fulfill all requirements, as follows:
a. On the opinion of Chairperson of the GMS, such proposal directly related to one of
agenda of the GMS concerned;
b. Such proposal proposed by one or more shareholders jointly representing at least 1/10 (one tenth) of total voting shares issued by the Company;
c. On the opinion of the Board of Directors, the proposal deemed directly related to Company’s business; and
d. By paying attention to regulations of law.
13.9 Of anything discussed and resolved at the GMS shall be made Minutes of GMS by Notary and signed by witnesses and Notary.
- Such Minutes shall be valid evidence to all shareholders and third party on resolution and anything occurred at the GMS.
BOARD OF DIRECTORS ARTICLE 14
14.1. (i) The Board of Directors shallat leastconsist of 3 (three) Directors with the following composition:
a. One President Director;
b. One or more Vice President Directors (if appointed); and
c. One or more Directors.
(ii) In the event of vacancy in the Board of
Directors, the Board of Directors of Company shall consist of the remaining Directors until the appointment of substitution pursuant to provision of Articles of Association.
14.2. Member of the Board of Directors shall be appointed by the GMS from the qualified candidates pursuant to Article 93 of UUPT and regulations in Banking industries and Capital Markets, each for a period starting from the date determined at the GMS which appoint them until the close of the fourth Annual GMS after their appointment date without reducing GMS right to terminate them anytime pursuant to Article 105 of UUPT.
14.3. Among the Directors and between the Director and Commissioner shall not be in family relationship until the second degree, whether in straight line or lateral line, or relationship emerged due to marriage (in-laws).
14.4. In the event due to any reason whatsoever Director’s position is vacant resulting in total Directors to be less than 3 (three), no later than 60 (sixty) days upon the vacancy thereof, a GMS shall be held to occupy such vacancy by paying attention to provisions as meant in
paragraph 14.2.
- A person appointed to replace resigned Director pursuant to paragraph 14.6 or to occupy vacancy due to other reason or person appointed as additional Director shall be appointed for the period commencing as of the date determined at the GMS appointing him until the conclusion of the fourth Annual GMS until the appointment date without reducing the right of the GMS to terminate anytime pursuant to article 105 of UUPT.
14.5. In the event due to any reason whatsoever all Directors’ positions are vacant, no later than 60 (sixty) days since the vacancy thereof, a GMS shall be held to appoint the new Board of Directors, and temporarily Company shall be managed by the Board of Commissioners.
14.6. a. A Director may be entitled to resign from his position by giving notification in writing on his intention to the Company by paying attention to the provision of this article.
b. By paying attention to provision of Articles of Association and the laws and regulations:
GMS within 90 (ninety) days upon the receipt of resignation letter to decide the application of resignation of such member of the Board of the Director.
(ii) The GMS can only refuse the resignation of the member of the Board of Director if such is the
violation of the provision of the Articles of Association and/or regulations;
(iii) In there is no reason to refuse the resignation as referred in point (ii) above, the GMS must approve such resignation.
c. The resigning Director mentioned above shall be subject to accountability report on the duties exercised for the office term since the last report until the resignation date at the next Annual GMS.
14.7. The position of Director shall be expired if the Director concerned:
a. Resigns pursuant to provision of paragraph 14.6;
b. No longer meets requirements of law;
d. Terminated pursuant to the resolution of the GMS.
DUTIES AND AUTHORITIES OF BOARD OF DIRECTORS ARTICLE 15
The Board of Directors shall be fully responsible in exercising their duties in managing Company for the Company’s benefit to achieve its purpose and objective. The basic duties of Board of Directors are:
a. Managing and directing Company pursuant to Company’s purpose;
b. Controlling, maintaining, and administering Company’s properties for the Company’s benefit;
c. Establishing internal control structure, guaranteeing the organization of Company’s internal audit function in any management level and following up the Company’s internal audit findings pursuant to discretion or guideline given by the Board of Commissioners, as such in order for general control as set out in Bank Audit Function Implementation Standards pursuant to regulations set out by authorized
institutions;
d. Reporting activities in paragraph 15.1 to the Annual GMS.
15.2. Each Director shall be obliged in good faith and full responsibility to exercise his duties by paying attention to regulations of law.
15.3. Board of Directors shall be entitled to represent Company inside or outside Court on anything and in any occurrence, bind the Company with other party and other party with Company and perform all actions, whether regarding management or ownership, but with limitation that the approval of the Board of Commissioners shall be required in:
a. Board of Directors actions on the basis of regulations of law requiring the approval of the Board of Commissioners; or
b. Board of Directors action mentioned in points (i) and (ii) below with value exceeding amount set out in Company’s discretion anytime agreed by the Board of Commissioners, as follows:
(i) Actions beyond the Company’s business as banking financial institutions, they are:
acquiring immovable assets (including right on land and/or building);
(2) Selling or otherwise transferring the immovable assets (including right on land and/or building);
(3) Taking part or participating or releasing right partly or entirely in any company or other entity including but not limited to establish new company or dissolve subsidiary;
(ii) Performing Company’s business activities as banking financial institution not constituting daily actions, they are:
(1) Borrowing or issuing debentures not included in daily business activities of the Company;
(2) Conducting writing-offs and charge-offs;
(3) Performing temporary capital participation and/or debtor’s assets purchase in order to salvage credit.
meant in paragraph 15.3 shall not eliminate responsibility of the Board of Directors on the Company’s management.
15.5. 2 (two) members of the Board of Directors jointly, shall be entitled and authorized to represent the Board of Directors of- and therefore acting for and on behalf of and legally representing the Company.
15.6. To conduct legal action in form of transaction having conflict of interest with personal economic interest of the Directors, Commissioners, or primary shareholders with the Company’s economic interest, the Board of Directors shall require the approval of the GMS from the shareholders not having conflict of interest pursuant to regulations of law on Capital Market.
15.7. In the event that Company has conflict of interest with personal interest of a member of the Board of Directors, Company shall be represented by other Director who does not have conflict of interest and in the event that Company has conflict of interest with all Directors, the Company shall be represented by Board of Commissioners, one and other without reducing provision of paragraph 15.6.
MEETING OF BOARD OF DIRECTORS ARTICLE 16
16.1. Meeting of Board of Directors shall be held at least once in a month according to the predetermined schedule or at anytime if it is deemed necessary by one or more of the Board of Directors or upon a written request of Board of Commissioners, or at the written request of 1 (one) or more shareholders jointly representing 1/10 (one tenth) or more of total number of shares with voting rights.
16.2. Notice for the Meeting of Board of Directors shall be made by President Director or one of the Directors.
16.3. The notice of the scheduled Meeting of Board of Directors together and materials, shall be delivered to all Directors and shall be made in writing by hand delivered to each member of the Board of Directors against proper receipt, or by registered mail or by courier service, or by telefax or by electronic mail (e-mail) (in the case of notice were delivered by telefax or e-mail, it shall be reconfirmed by registered mail as soon as possible) no later than 5 (five) days prior the Meeting of Board of Directors, without
Meeting of Board of Directors.
- For unscheduled Meeting of Board of Directors, the notice of meeting can be shortened into 3 (three) days without calculating the date of notice and date of Meeting of Board of Directors, with materials shall be submitted to the participants of meeting no later than before the meeting.
16.4. The notice for the Meeting of Board of Directors shall mention the agenda, date, time, and place of the Meeting of Board of Directors.
16.5. The Meeting of Board of Directors shall be held at the Company’s domicile or main business activities within the territory of the Republic of Indonesia.
- If all Directors present or represented, such prior notice shall not be required and the Meeting of Board of Directors may be held anywhere and entitled to take valid and binding resolutions.
16.6. The Meeting of Board of Directors shall be chaired by President Director; if the President Director is absent or unable to attend due to any reason whatsoever without any requirement to prove to the third party, the Meeting of Board
President Director; and if the Vice President Director not appointed/absent or unable to attend due to any reason whatsoever without any requirement to prove to the third party, the Meeting of Board of Directors shall be chaired by one of Directors elected by the Directors present or represented at the Meeting of Board of Directors.
16.7. One Director may only be represented at the Meeting of Board of Directors by one other Director on the basis of power of attorney.
16.8. Meeting of Board of Directors shall be valid and entitled to take binding resolution if more than
½ (a half) of total incumbent Directors present or represented at the Meeting.
16.9. Resolution of Meeting of Board of Directors shall be made on the basis of deliberation for consensus. In the event that deliberation for consensus was not reached, the resolution shall be made through voting on the basis of affirmative votes more than ½ (a half) of total incumbent Directors.
16.10. In the event of equal votes, the Chairperson of Meeting of Board of Directors shall be entitled to determine.
cast 1 (one) vote and additional 1 (one) vote for any Director being represented;
b. Any Director that personally by any way whatsoever directly or indirectly has conflict of interest in a transaction, contract or proposed contract, in which the Company is one of the party thereto shall declare his interest nature at the Meeting of Board of Directors and shall not be entitled to vote on anything related to transaction or contract, unless the Meeting of Board of Directors provided otherwise;
c. Voting regarding person shall be made by closed ballot without signature while the voting regarding other matters shall be made verbally, unless Chairperson of Meeting stated otherwise without any objection from the majority votes.
d. Blank and invalid votes shall be deemed not to cast validly and deemed not exist and shall not be calculated in determining total votes.
16.12. Anything discussed and resolved at the Meeting of Board of Directors shall be made Minutes of Meeting of Board of Directors.
shall be made by one of participant of the Meeting of Board of Directors appointed by Chairperson of Meeting of Board of Directors and then signed by all Directors present at the Meeting of Board of Directors to ensure the completeness and validity of Minutes of Meeting of Board of Directors.
- The Minutes of Meeting of Board of Directors shall be valid evidence to all Directors and the third party on resolution and anything occurred at the Meeting of Board of Directors.
- If the Minutes of Meeting of Board of Directors shall be made by the Notary, such signing shall not be required.
16.13. a. Other than organizing Meeting of Board of Directors as meant in article 16.5, the Meeting of Board of Directors may also be held through televideo conference or through other electronic media enabling all participants of Meeting of Board of Directors to see and listen to each other directly and participate in the Meeting of Board of Directors.
b. Minutes of Meeting of Board of Directors held as meant in paragraph 16.13(a) above
all participating Directors to be approved and signed.
c. If the Minutes of Meeting of Board of Directors is made by the Notary, the signing will not be required.
16.14. Board of Directors may also take valid resolution without convening Meeting of Board of Directors provided that all incumbent Directors have to give approval by signing such proposal.
Resolution made this way has the same legal force as that taken validly at the Meeting of Board of Directors.
BOARD OF COMMISSIONERS ARTICLE 17
17.1. The Board of Commissioners shall at least consist of 3 (three) Commissioners with the following composition:
a. One President Commissioner;
b. One or more Vice President Commissioners (if appointed); and/or
c. One or more Commissioners.
- In the event of vacancy in the Board of Commissioners, the Board of Commissioners of Company shall consist of the remaining Commissioners until the appointment of
of Association.
17.2. Company shall be obliged to have Independent Commissioners pursuant to regulations of law.
17.3. Member of the Board of Commissioners shall be appointed by the GMS from the qualified candidates pursuant to article 110 of UUPT and regulations on Banking industries and Capital Markets, each for a period starting from the date determined at the GMS which appoint them until the close of the fourth Annual GMS following their appointment date without reducing GMS right to terminate them at anytime pursuant to article 119 of UUPT.
- The office term for Independent Commissioners shall be maximum 2 (two) terms since the appointment as Independent Commissioners.
17.4. Among the Commissioners and between the Commissioner and Director shall not be in family relationship until the second degree, whether in straight line or lateral line, or relationship emerged due to marriage (in-laws).
17.5. In the event due to any reason whatsoever Commissioner’s position is vacant resulting in total Commissioners to be less than 3 (three), no later than 60 (sixty) days upon the vacancy
vacancy by paying attention to regulations of law.
- A person appointed to replace resigned Commissioner pursuant to paragraph 17.6 or to occupy vacancy due to other reason or person appointed as additional Commissioner shall be appointed for the period commencing as of the date determined at the GMS appointing him until the conclusion of the fourth Annual GMS until the appointment date without reducing the right of the GMS to terminate anytime pursuant to article 105 of UUPT.
17.6. a. A Commissioner may be entitled to resign from his position by giving notification in writing on his intention to the Company by paying attention to the provision of this article.
b. By paying attention to provision of Articles of Association and the laws and regulations:
i. The Company is obliged to hold the GMS within 90 (ninety) days upon the receipt of resignation letter to resolve the resignation of such member of the Board of Commissioner
ii. The GMS can only refuse the resignation of such Commissioner if the resignation resulting in the violation of Articles of Association and/or applicable regulations;
iii. In the event of no reason to refuse the resignation as set out in point ii above, the GMS must approve such resignation.
c. The resigning Commissioner mentioned above shall be subject to accountability report on the duties exercised for the office term since the last report until the resignation date at the next Annual GMS.
17.7. The position of Commissioner shall be expired if the concerned:
a. Resigns pursuant to provision of paragraph 17.6;
b. No longer meets requirements of law;
c. Dies;
d. Terminated pursuant to the resolution of the GMS.
DUTIES AND AUTHORITIES OF THE BOARD OF COMMISSIONERS ARTICLE 18
of Directors’ policy in running the Company in general and advise the Board of Directors pursuant to Article 108 of UUPT.
18.2. a. In exercising their duties, the Board of Commissioners shall be entitled to ask held from experts within limited time and established Audit Committee, Risk Monitoring Committee, Remuneration and Nomination Committee at Company’s cost pursuant to regulations of law on Capital Market and on Banking.
b. The appointment of Committee members as meant in paragraph 18.2.a shall be conducted by the Board of Directors pursuant to the resolution of the Board of Commissioners.
c. The Committees mentioned in paragraph 18.2.a shall be accountable to the Board of Commissioners.
18.3. The Board of Commissioners shall at anytime during Company’s office hours be entitled to enter building and premise and other places utilized or controlled by the Company and entitled to examine all accounts, letters, and other evidential tools, examine and check cash
realize all actions performed by the Board of Directors.
18.4. Board of Directors and any Director shall be obliged to provide explanation on anything asked by Board of Commissioners.
18.5. The Board of Commissioners pursuant to resolution of Meeting of Board of Commissioners is entitled to suspend Director pursuant to Article 106 of UUPT and by paying attention to the provision of this paragraph.
- In the event that there is a member of the Board of Directors suspended by the Board of Commissioners, the Company shall conduct a GMS no later than 90 (ninety) days since the suspension date resolving whether to revoke or reinforce such suspension resolution.
- If Company did not hold GMS within 90 (ninety) days since the suspension or GMS shall not take resolution, the suspension of Director shall be void at law.
18.6. In the event of Board of Commissioners managing the Company in certain situation and for certain period, Article 118 paragraph (2) of UUPT shall apply.
18.7. In the event of only one Commissioner, all
Commissioner or other Commissioners herein shall also apply to him.
MEETING OF BOARD OF COMMISSIONERS ARTICLE 19
19.1. Meeting of Board of Commissioners shall be held at least once in two months according to the predetermined schedule or at anytime if deemed necessary by President of Commissioners or by 2 (two) or more member of the Board of Commissioners or by Meeting of Board of Directors or at the written request of
1 (one) or more shareholders jointly representing 1/10 (one tenth) or more of total voting shares.
19.2. Provisions as meant in Article 16 (save for paragraph 16.1) shall mutatis mutandis apply to Meeting of Board of Commissioners.
BOARD OF SHARIA SUPERVISORS ARTICLE 20
20.1. In order to run business activities pursuant to Sharia banking principles, the Company shall establish and have Board of Sharia Supervisors (“BSS”) domiciles at the Company’s main office.-
20.2. BSS shall consist of 2 Sharia experts appointed by the GMS as recommended by National Sharia Board – Indonesian Ulema Council (DSN – MUI) by paying attention to regulations of banking and for duration commencing as of determined date at the GMS appointing them until the conclusion of the third Annual GMS following their appointment date without reducing GMS right to terminate them at anytime by paying attention to regulations of law.
20.3. BSS shall act independently and have duties and functions to advise and suggest the Board of Directors as well as supervise Company’s sharia business unit activities to be implemented pursuant to and not against Sharia principles.
20.4. In exercising duties and functions mentioned in paragraph 20.2, BSS may perform action as set out in regulations of law.
20.5. The annual report of BSS supervision shall be presented to the Board of Directors to be contained in the Company’s annual report.
20.6. Honorarium and/or other allowance for BSS members shall be determined by the Company pursuant to regulations of law.
WORKING PLAN, FISCAL YEAR AND ANNUAL REPORT ARTICLE 21
21.1. The Board of Directors shall submit working plan containing Company’s annual budget to the Board of Commissioners to be approved, prior to the beginning of the fiscal year.
21.2. The Company’s fiscal year shall run from the 1st (first) day of January to the 31st (thirty first) day of December. At the end of December each year, the Company’s book shall be closed.
21.3. The Board of Directors shall prepare and provide as well as announce Company’s annual report pursuant to Article 66 to Article 68 of UUPT, and announce the balance sheet and profit loss report constituting part of Company’s financial statement in nationally circulated Indonesian newspaper pursuant to regulations on Capital Market.
UTILIZATION OF NET PROFIT AND DIVIDEND DISTRIBUTION ARTICLE 22
22.1. The utilization of Company’s net profit shall be determined by the GMS pursuant to Article 70 and Article 71 of UUPT.
22.2. Company may distribute interim dividend before
