ARTICLE OF ASSOCIATION

LIMITED LIABILITY COMPANY

PT [*]

NAME AND DOMICILE

Article 1
(1) The limited liability company is named “PT [*]” (hereinafter referred to
in these Articles of Association as the “Company”), and is domiciled in
[*].
(2) The Company may open branches or representative offices in other
places, both inside as well as outside the territory of the Republic of
Indonesia as determined by the Board of Directors, upon approval of
the Board of Commissioners or General Meeting of Shareholders.
DURATION OF THE COMPANY
Article 2
The Company is established for an indefinite period commencing as of [*] with
due observance of Law No.25 of 2007 on Investment.
PURPOSES AND OBJECTIVES AND BUSINESS ACTIVITIES
Article 3
(1) The purposes and objectives of the Company are to [*]
(2) To achieve the above purposes and objectives, the Company may carry
on the following business activities:
a. [*]
b. [*]
c. [*]
CAPITAL
Article 4
(1) The authorised capital of the Company is Rp. [*] or US$ [*], divided into
[*] shares, each shares having a nominal value of Rp. [*] or US$ [*].
(2) [* %] of the above mentioned authorised capital or [*] shares with an
aggregate nominal value of Rp. [*] or US$ [*] have been issued and paid
up by the shareholders who have subscribed for the shares with the
details and nominal value as specified at the end of this deed.
(3) The un-issued shares are to be issued by the Company in accordance
with the Company’s need for capital, subject to the approval of the
General Meeting of the Shareholders (hereinafter referred to as the
“GMS”). The quorum and the resolutions of the GMS to approve the
issuance of un-issued shares must meet the requirements in Article 10
of these Articles of Association. If at the Board of Directors discretion,
the Company needs to issue the un-issued shares, the Board of
Directors must give a written offer to the shareholders of the number
of shares to be issued together with the price thereof. All of the
shareholders whose names are registered in the Register of
 Shareholders will have priority to subscribe for the shares which will
be issued within 14 (fourteen) days after the date of delivery of the
offer to the shareholders and each of the shareholders is entitled to
subscribe for shares to be issued in proportion to the shares that they
respectively own (proportional). The right of a shareholder to have
priority to subscribe for shares may be transferred to another party,
and in relation to this matter, the other shareholders will reserve their
rights on the transferred shares. If after the offer there remain shares
which have not been subscribed for, the Board of Directors may offer
the remaining shares to other shareholders that are interested. If after
the lapse of 14 (fourteen) days after the offer to the shareholders there
still remain shares which have not been subscribed by the
shareholders, the Board of Directors may freely offer the remaining
shares to other parties within 60 (sixty) days as of the date of delivery
of the offer.
SHARES
Article 5
(1) All shares issued by the Company are registered shares.
(2) An Indonesian citizen or legal entities or foreign citizen or foreign legal
entity can own and exercise the rights to the shares.
(3) Evidence of share ownership may be in the form of share certificates.
(4) If the company does not issue any share certificates, evidence of share
ownership may be given in the form of a written statement or a note
issued by the Company.
(5) If share certificates are issued, a certificate will be issued for each
share.
(6) A collective share certificate can be issued as evidence of ownership by
a shareholder of 2 (two) or more shares.
(7) Each share certificate must at least state the following:
a. the name and address of the shareholder;
b. the share certificate serial number;
c. the nominal value of the shares;
d. the date of issuance of the share certificate.
(8) Each collective share certificate must at least state the following:
a. the name and address of the shareholder;
b. the collective share certificate serial number;
c. the serial number of the shares and number of shares represented;
d. the nominal value of the shares;
e. the date of issuance of the collective share certificate.
(9) The company only recognizes one person or one legal entity as the
owner of a share.
(10) If for any reason a share is owned by a number of persons, they must
jointly appoint one amongst them or another person as their
 representative, and only this representative may exercise the rights
granted by law in respect of the relevant share.
(11) For so long as the provision of paragraph (10) above has not been
complied with, the shareholders will have no right to cast their vote in
the GMS, and any dividend payment in respect of that share will be
postponed.
(12) A shareholder by law must abide by these Articles of Association and
all resolutions that are legally adopted in the GMS and the prevailing
laws and regulations.
(13) The company consist of at least 2 (two) shareholders.
(14) Each share certificate and collective share certificate must be signed by
the President Director and 1 (one) member of the Board of Directors.
DUPLICATES OF SHARE CERTIFICATES
Article 6
(1) If a share certificate is damaged or can no longer be used, at the request
of a concerned party, the Board of Directors will issue a duplicate share
certificate, after the damaged of unusable share certificate has been
returned to the Board of Directors.
(2) The damaged or unusable share certificate referred to in paragraph (1)
above must then be destroyed and the Board of Directors must prepare
minutes to be reported at the next GMS.
(3) If a share certificate is lost, the Board of Directors, at the request of the
relevant party, will issue a duplicate share certificate after the loss has
been, in the discretion of the Board of Directors, adequately proven and
supported by such guarantees regarded as necessary by the Board of
Directors having regard to the facts in each specific case.
(4) After the issuance of a duplicate share certificate, the original share
certificate will not be effective vis-à -vis to the Company.
(5) All expenses incurred connection with the issuance of a duplicate share
certificate must be borne and paid for by the relevant shareholder.
(6) The provisions of Article 6 apply mutatis mutandis to the issuance of a
duplicate collective share certificate.
TRANSFER OF SHARES
Article 7
(1) Transfer of shares must be by virtue of a deed of transfer signed by the
transferor and the transferee or their authorized representatives.
(2) The deed of transfer mentioned in paragraph (1) or a copy thereof
must be submitted to the Company.
(3) A shareholder who intends to transfer its/his shares must first offer in
writing to the other shareholders by stating the price and requirements
of share sale and notify the Board of Directors in writing regarding the
offer.
(4) Other shareholder shall be entitled to buy the offered shares within 30
(thirty) days as of the offering date in accordance to the proportion of
number of shares owned by each shareholders.
(5) The Company must guarantee that all the shares referred to in
paragraph (3) will be purchased at a reasonable price paid in cash
within 30 (thirty) days after the date of that offer.
(6) If the Company can not guarantee the implementation of paragraph (5),
the shareholders could offer and sale its shares to the employee before
offering to other person with the same price and requirements.
(7) The shareholders who offers its shares as referred to in paragraph (3)
could withdraw its offer after the lapse of time referred to in paragraph
(4);
(8) The requirement to offer shares to other shareholders could only be
carried out once.
(9) A transfer of shares is allowed only after all the provisions in the
Articles of Association have been satisfied.
(10) No transfer of shares is permitted during the period from the date of
the notice of a GMS until and including the date of such meeting.
GENERAL MEETING OF SHAREHOLDERS
Article 8
(1) A General Meeting of Shareholders, also referred to as “GMS”, means:
a. an annual GMS;
b. any other GMS, which in these Articles of Association will be
referred to as an extraordinary GMS.
(2) The term GMS used herein has two meanings, namely the annual GMS
and the extraordinary GMS, unless expressly stated otherwise.
(3) In the annual GMS:
a. The Board of Directors must submit:
- an annual report that has been reviewed by the Board of
Commissioners to be approved by the GMS.
- Financial statements to be approved by the GMS.
b. If the company has a positive profit balance, an appropriation of
the company’s profit must be determined;
c. All other matters which have been properly proposed are to be
resolved without prejudice to these Articles of Association.
(4) Approval of the annual report and the financial statement by the annual
GMS fully discharges and releases the members of the Board of
Directors and The Board of Commissioners in respect of their
management and supervisory activities carried out during the
preceding financial year to the extent that these activities are reflected
in the annual report and the financial statement.
(5) If the Board of Directors or the Board of Commissioners fails to
convene an annual GMS at the designated time, the shareholders
 themselves have the right to convene the annual GMS, at the expense of
the Company, after obtaining an approval from the Chief Justice of the
District Court which has jurisdiction over the Company's place of
domicile.
(6) The extraordinary GMS may be held at any time if needed to discuss
and resolve any meeting agenda, except for meeting agenda as referred
to in paragraph (3) points a and b above, with due observance of the
prevailing laws and regulations and these Articles of Association.
PLACE, SUMMON AND CHAIRMAN OF THE GMS
Article 9
(1) The GMS must be held at the place where the Company has its domicile
or at the place where the Company conducts its main business
activities within the territory of the Republic of Indonesia.
(2) GMS shall be held by notice of a GMS shall be delivered by registered
mail, which must be sent not later than 14 (fourteen) days prior to the
date of the meeting, excluding the day of notice and the day of meeting.
If there is an emergency, the period can be reduced to 7 (seven) days
prior to the date of meeting, excluding the date of notice and the date of
the meeting.
(3) A notice of a GMS must mention the day, date, hour, place and agenda of
the meeting, accompanied by a notification that the materials to be
discussed in the meeting are available it the office of the Company from
the date of the notice until the date of the meeting. The notice of the
annual GMS must also indicate that the annual report as referred to in
Article 8 paragraph (4) is available at the office of the Company.
(4) If all shareholders with valid voting rights are present of are
represented at the GMS, then prior notice as referred to in paragraph
(3) of this Article will not be required and such meeting may adopt
valid and binding resolutions regarding the matters to be discussed,
and the meeting may be convened in any place within the territory of
the Republic of Indonesia.
(5) a. Other than as stipulated in paragraph (1), the GMS can also be
held through teleconference media, video conference of other
electronic media which enable all participants of the meeting to
directly see, hear and participate in the meeting.
b. The minutes of the meeting referred to in paragraph (5) a must
be made in writing and delivered to all shareholders who
participate in the meeting to be approved and signed.
(6) a. Except as may otherwise be stipulated by these Articles of
Association, the GMS must be chaired by the President Director.
b. If the President Director cannot be present nor is indisposed for
any reason whatsoever which absence does not need to be
 proven to any third party, the GMS must be chaired by one
member of the Board of Directors.
c. If all members of the Board of Directors cannot be present nor
are indisposed for any reason whatsoever which absence does
not need to be proven to any third party, the GMS must be
chaired by one of the members of the Board of Commissioners.
d. If all the members of the Board of Commissioners cannot be
present or are indisposed for any reason whatsoever which
absence does not need to be proven to any third party, the GMS
must be chaired by one person elected by and from those who
are present at the meeting.
(7) Minutes of any GMS relating to all matters discussed and resolved at
that meeting shall be prepared, the acceptance of which will be
evidenced by the signatures of the chairman of the meeting and a
shareholder or a proxy of the shareholder appointed by and from
among those present at the meeting. Those minutes constitute valid
evidence for all shareholders and third parties in respect of the
resolutions adopted at the meeting and all matters arising at the
meeting.
(8) If the minutes of meeting referred to in paragraph (7) are drawn up in a
notarial deed, such signatures are not required.
QUORUM, VOTING RIGHTS, AND RESOLUTIONS OF THE GMS
Article 10
(1) a. A GMS can be held if attended by shareholders representing
more than 1/2 (one half) of the total number of valid voting
shares which have been issued by the company, except as
stipulated otherwise in this Articles of Association.
b. If the quorum as referred to in paragraph (1) point a is not
reached, then a notice for a second meeting must be made.
c. The notice as referred to in paragraph (1) point b must be
delivered no later than 7 (seven) days prior to the date of the
meeting excluding the day of the notice and the day of the
meeting.
d. The second meeting must be held no earlier than 10 (ten) days
and no later than 21 (twenty one) calendar days commencing
from the date of the first meeting.
e. The second meeting will be valid and may adopt binding
resolutions if shareholders representing more than 1/3 (one
thirds) of the total shares with valid votes are present in such
meeting.
f. In the event the quorum of the second meeting is not reached,
then at the request of the Company, the quorum will be
 determined by the Chief Justice of the District Court that has
jurisdiction over the place where the Company has its domicile.
(2) A shareholder may be represented at a GMS by another shareholder or
another person by virtue of a power of attorney.
(3) The chairman of the GMS is entitled to request that powers of attorney
to represent the shareholders be shown to him/her at the
commencement of the meeting.
(4) At a GMS, each share gives the right to its holder to cast 1 (one) vote.
(5) The members of the Board of Directors, the members of the Board of
Commissioners and the employees of the Company may act as proxies
in the meeting, however the votes they cast shall not be included in
such voting.
(6) A vote relating to a person must be carried out by unsigned folded
ballots and a vote relating to all other matters is carried out verbally,
unless the chairman of the meeting determines otherwise without any
objection being raised by any shareholders present at the meeting.
(7) Blank votes or invalid votes must be considered as not having been
validly cast and must not be included when determining the number of
votes cast at the meeting.
(8) All resolutions must be adopted on the basis of deliberation to reach
consensus (musyawarah untuk mufakat). In the event a resolution is
not achieved based on the principle of deliberation to reach consensus,
the resolution will be adopted by way of voting with affirmative votes
of more than 1/2 (one half) of the total votes validly cast at the
meeting, except as stipulated otherwise in this Articles of Association.
In a tie votes, then the proposal shall be rejected.
(9) The shareholders may also adopt valid and binding resolutions without
convening a GMS, provided that all shareholders are notified in writing
of the proposal, give their approval in respect of the proposal and sign
the proposal. Resolution so adopted will have the same legal effect as
resolutions validly adopted in the GMS.

AMENDMENT TO THE ARTICLES OF ASSOCIATION

Article 11
(1) Amendments to these Articles of Association shall be adopted by the
GMS at which meeting shareholders representing at least 2/3 (two
thirds) of the total issued hares which have valid voting rights are
present and the resolution concerned is approved by a least 2/3 (two
third) of the total votes validly cast at the meeting. Amendments to
these Articles of Association must be made in a notarial deed in the
Indonesian language, within 30 (thirty) days of the date of the
resolution of the GMS.
(2) Amendment to the provisions of these Articles of Association in respect
of a change of the name, the domicile, the objectives and proposes of
the Company, the business activities, the duration, the amount of the
authorised capital, a reduction of issued capital land paid-up capital
and the status of the Company from a private company to a public
company or vice visa, must be submitted to the Minister of Law and
Human Rights of the Republic of Indonesia (“Minister”) for approval
within 30 (thirty) days from the date of the resolution of the GMS on
such amendment.
(3) Amendments to these Articles of Association relating to matters other
than those referred to in paragraph (2) of this Article, need only be
notified to the Minister no later than 30 (thirty) days from the date of
the resolution of the GMS on such amendment and must be registered
in the Company Register.
(4) If in the meeting as referred to in paragraph (1) of this Article, the
quorum is not reach, no earlier than 10 (ten) days and no later than 21
(twenty one) days after such first meeting, a second meeting can be
held under the same conditions and agenda as required for the first
meeting, except in connection with the period of notice which must be
commenced no later than 7 (seven) days prior to the second meeting,
excluding the day of the notice and the day of the meeting.
(5) The second meeting will be valid and may adopt binding resolutions if
shareholders representing at least 3/5 (three fifths) of the total
number of valid voting shares which have been issued by the company
are present and the resolution is approved by at least 2/3 (two thirds)
of the total votes validly cast in the meeting. In the event that the
quorum of the second meeting is not reached, a third meeting may be
convened, which is valid of it satisfies the quorum determined by the
District Court that jurisdiction over the place where the Company has
its domicile.
(6) Resolution in respect of a reduction of capital must be notified in
writing to all creditors of the Company and published by the Board of
Directors in 1 (one) Indonesian daily newspaper published and
circulated nationally at the place where the Company has its domicile
(“Newspaper”) no later than 7 (seven) days after the date of the
resolution in respect of such reduction of capital.
MERGER, CONSOLIDATION, ACQUISITION, SPIN-OFF AND DISSOLUTION
Article 12
(1) With due observance of the prevailing laws and regulations, mergers,
consolidations, acquisitions, spin-offs, the submission of bankruptcy
applications, extensions of the term of the Company and dissolutions
may only be carried out based on a resolution of a GMS attended by
shareholders representing at least 3/4 (three quarters) of the total
 shares with valid voting rights and the resolution is approved by at
least 3/4 (three quarters) of total votes validly cast in the meeting.
(2) If the quorum for the first GMS is not reached as referred to in
paragraph (1) of this Article, then a second meeting may be convened,
which will be valid and may adopt binding resolutions if the meeting is
attended or represented by at least 2/3 (two thirds) of the total shares
with valid voting rights and the resolution is approved by at least 3/4
(three quarters) of the total votes validly cast in the meeting.
If the quorum of the second GMS is not reached, a third meeting may be
convened, which will be valid if it satisfies the quorum determined by
the district Court that has jurisdiction over the place where the
Company has its domicile.
(3) The Board of Directors must announce in the Newspaper, and
announce the plan of mergers, consolidations, acquisitions, and spin-
offs of the Company in writing to the employees of the Company no
later than 30 (thirty) days prior to the notice of the GMS.
(4) If the Company is dissolved, whether by the expiry of the duration of
the Company or dissolution based on the resolution of the GMS or
declared dissolved by a court decision, then the liquidation must be
carried out by a liquidator or a curator.
(5) The Board of Directors must act as liquidator if the GMS resolution or
decision as referred to in paragraph (4) above does not appoint any
liquidator or a curator.
(6) The remuneration for the liquidator or curator must be determined by
the GMS or by a court order.
(7) Within 30 (thirty) days as of the date of dissolution of the Company, the
liquidator or curator must register in the Company Register, publish in
the Official Gazette of the Republic of Indonesia and the Newspaper,
and notify the Minister of the Company’s dissolution.
(8) These Articles of Association as contained in the deed of establishment
together with all amendments thereto will remain in force until the
date of the liquidation account has been approved by the GMS and the
liquidator or curator has been paid and given full release.

THE BOARD OF DIRECTORS

Article 13
(1) The Company will be managed and led by a Board of Directors,
consisting of two Directors, one amongst them shall be the President
Director.
(2) A member of the Board of Directors who satisfies the requirements
under prevailing laws and regulation shall be appointed by the GMS.
(3) A member of the Board of Directors is appointed by the GMS, each for a
period 3 (three) years and without prejudice to the rights of the GMS to
dismiss him/her at any time.
(4) The members of the Board of Directors may be given remuneration
and/or allowances the amount of which will be determined by the GMS
and such authority may be delegated to the Board of Commissioners.
(5) If for any reason a position or more or all the positions of the Board of
Directors become vacant, then within a period of 30 (thirty) days after
such vacancy occurs, a GMS must be convened to fill the vacancy the
provisions of paragraph 2 of these Articles.
(6) [The term of office of a Director who was appointed to fill a vacancy on
the Board f Directors will be for the remaining term of office of the
member of the Board of Directors who was replaced.]
(7) If for any reason all the positions of the Board of Directors become
vacant, then within a period of 30 (thirty) days after those vacancies
occur a GMS must be convened to appoint new members of the Board
of Directors and the Company will be temporarily managed by the
members of the Board of Commissioners.
(8) A member of the Board of Directors may resign from his/her position
by giving by giving written notice of his/her intention to resign to the
Company not less than 30 (thirty) days before the proposed date of
his/her resignation.
(9) The term of office of a member of the Board of Directors shall terminate
if such member:
(a) resigns in accordance with paragraph 8;
(b) no longer complies with the requirements of the prevailing laws
and regulations;
(c) deceased; or
(d) is dismissed based on the resolution passed by a GMS
DUTIES AND AUTHORITIES OF THE BOARD OF DIRECTORS
Article 14
(1) The Board of Directors is fully responsible in performing its duties for
the interests of the Company in order to achieve its purposes and
objectives.
(2) Every member of the Board of Directors shall in good faith be
responsible to carry out his/her duties with due observance of the
prevailing laws and regulations
(3) The Board of Directors shall be entitled to represent the Company in
and outside the court on all matters and events, to bind the Company to
other party and other party to the Company, and to take all actions with
regard to management and ownership, with the limitation that
approval of one of the members of the Board of Commissioners are
required to carry out the following:
 a. to borrow of lend money on behalf of the Company (excluding
withdrawal of the Company’s money from Bank(s));
b. to establish a company or to participate in any other company
both in and outside the country;
(4) Any legal act to transfers, release title to or encumber as security of all
or more than 50% of the Company’s total net assets as security in
respect of a debt during one financial year whether in one transaction
or in separate individual or related transactions is subject to prior
approval of the GMS attended or represented by shareholders who
possess at least ¾ (three quarters) of the total number of valid voting
shares and approved by at least ¾ (three quarters) of the total number
of valid voting cast in that meeting.
(5) a. The President Director shall be entitled and shall have authority
to act for and on behalf of the Board of Directors and to
represent the Company.
b. In the event that the President Director is not present or unable
to perform his duties for any reasons whatsoever, which shall
not be necessarily proved to the third party, one other member
of the Board of Directors shall be entitled and shall have
authority to act for and on behalf of the Board of Directors and
represent the Company.
(6) Notwithstanding the responsibility of the Board of Directors, the Board
of Director has the right to appoint one or more employee or other
person for and on behalf of the Company to carry out certain actions
provided in the power(s) of attorney granted thereto.
(7) The allocation of duties and authorities of every member of the Board
of Directors shall be determined by the GMS. In the event that the GMS
did not determined the allocation of duties and authorities, such
allocation shall be determined by Board of Director’s decision.
(8) In the event the Company has a conflict of interest towards the
personal interest of a member of the Board of Directors, the Company
shall be represented by another member of the Board of Directors and
in the event the Company has a conflict of interest towards the interest
of all members of the Board of Directors, the Company shall be
represented by the Board of Commissioners. If there is a conflict of
interest between all of the members of the Board of Directors and the
Board of Commissioners, the Company must be represented by a
person appointed by the GMS.
MEETING OF THE BOARD OF DIRECTORS
Article 15
(1) A meeting of the Board of Directors may be held anytime when
considered necessary:
a. by one or more members of the Board of Directors; or
 b. if requested in writing by one or more members of the Board of
commissioners; or
c. if requested in writing by one of more shareholders jointly
representing 1/10 (one tenth) of the total number of valid
voting shares.
(2) Notice of a meeting of the Board of Directors must be issued by a
member of the Board of Directors entitled to act for and on behalf of
the Board of Directors in accordance with Article 14 of the Articles of
Association.
(3) Notice of a meeting of the Board of Directors must be delivered by
registered mail or by hand directly sent to each member of the Board of
Directors against proper receipt, not later than 14 (fourteen) days prior
to the meeting, without taking into account the day of notice and the
day of the meeting.
(4) A notice of meeting must state the agenda, date, time and place for the
meeting.
(5) Meeting of the Board of Directors must be held at the Company’s place
of domicile or place of the Company’s business activities. If all members
of the Board of Directors are present and/or are represented, then
prior written notice is not required and the meeting of the Board of
Directors can be held at any place and is entitled to adopt valid and
binding resolutions.
(6) A meeting of the Board of Directors must be chaired by the President
Director. If the President Director is not present or is indisposed this is
not necessary to be proven to any third parties, meeting of the Board of
Directors chaired by other member of the Board of Directors which
appointed by and from among member of the Board of Directors
present at the meeting.
(7) A member of the Board of Directors can only be represented at a
meeting of the Board of Directors by another member of the Board of
Directors under, and in accordance with, a written power of attorney.
(8) A meeting of the Board of Directors is valid and may adopt binding
resolutions if more than 1/2 (one half) of members of the Board of
Directors are present of are represented in such meeting.
(9) Decisions of meeting of the Board of Directors shall be taken by
deliberation to reach mutual agreement (musyawarah untuk mufakat).
In the event that the discussion can not reach an agreement, the
decision shall be taken by voting based on affirmative votes of more
than 1/2 (one half) of the total votes legally cast in the meeting.
(10) In a tie of votes, the chairman of the meeting will have a casting
(determining) vote.
(11) a. Each member of the Board of Directors present at a meeting of
the board of Directors has the right to cast 1 (one) vote and 1
 (one) additional vote for each member of the Board of Directors
who he/she has been validly appointed to represent.
b. A vote relating to a person must be carried out by unsigned
folded ballots, and a vote relating to all other matters is carried
out verbally unless the chairman determines otherwise without
any objection being raised by any of those present.
c. Blanks votes and illegal votes must be considered as not having
been validly cast and must not be included when determining
the number of votes cast.
(12) a. In addition to the meeting of the Board of Directors stipulated in
paragraph (5), the meeting of the Board of Directors can also be
held through teleconference media, video conference or other
electronic media facilities which enable all participate of the
meeting to directly hear, or see and hear, one another and
participate in the meeting.
b. The minutes of the meeting referred to in paragraph (12) point
a above must be made in writing and must be delivered to all
members of the Board of Directors who participate in the
meeting to be approved and signed.
(13) The Board of Directors can also adopt valid resolutions without
convening a meeting of the Board of Directors, provided that all of the
members of the Board of Directors are notified in writing of the
proposal, give their approval in respect of the proposal and sign the
proposal. A resolution adopted in such manner has the same validity as
a resolution validly adopted by a meeting of the Board of Directors.
THE BOARD OF COMMISSIONERS
Article 16
(1) The Board of Commissioners shall consists of 1 (one) members or
more, if more than one Commissioners are appointed, one of them can
be appointed as President Commissioner.
(2) An Indonesian citizen who satisfies all of the conditions contained in, or
referred to in, the prevailing laws and regulations is eligible for
appointment as a member of the Board of Commissioners.
(3) Members of the Board of Commissioners shall be appointed by GMS for
a period of 5 (five) years, without reducing the rights of GMS to
suspend them at any time.
(4) Members of the Board of Commissioners may be given remuneration
and/or allowances the amount of which shall be determined by the
GMS.
(5) If for any reason the position of a member of the Board of
Commissioners becomes vacant, within a period of 30 (thirty) days
after the vacancy occurs, a GMS must be held to fill the vacancy, with
due observance of the provision of paragraph (2) of this Article.
(6) A member of the Board of Commissioners may resign from his/her
position by giving written notice of his/her intention to resign to the
Company no later than 30 (thirty) days before the proposed date of
his/her resignation.
(7) The term of office of a member of the Board of Commissioners shall
terminate if such member:
a. loss the Indonesian citizenship;
b. resigns in accordance with paragraph 6;
c. no longer complies with the requirements of the prevailing laws
and regulation;
d. deceased; or
e. he/she is dismissed based on the resolution passed by a GMS.
DUTIES AND AUTHORITIES OF THE BOARD OF COMMISSIONERS
Article 17
(1) The Board of Commissioners is responsible for supervising the Board
of Directors’ policies in managing the Company and provides advice to
the Board of Directors.
(2) The Board of Commissioners, either jointly of severally at any time
during the business hours of the Company, has the right to enter the
premises or any other places used by or under the control of the
Company and to inspect all the books, documents and any other
evidence, to check and to verify the cash position and any other things
and are entitled to be informed of all acts carried out by the Board of
Directors.
(3) The Board of Directors and each member of the Board of Directors
must give relevant information relating to matters queried by the
Board of Commissioners.
(4) The Board of Commissioners has the right to dismiss temporarily one
or more members of the Board of Directors at any time if a member of
the Board of Directors act(s) contrary to the Articles of Association
and/or the prevailing laws and regulations.
(5) The relevant member of the Board of Directors must be informed of
his/her temporary dismissal, and the reasons for that suspension.
(6) Within the period of not later than 30 (thirty) days after the temporary
dismissal of a member of the Board of Directors, the Board of
Commissioners must convene a GMS to decide whether the relevant
member of the Board of Directors is to be permanently dismissed or
reinstated to his/her previous position. The suspended member of the
Board of Directors must be given the opportunity to be present to
defend himself/herself.
(7) The meeting referred to in paragraph 6 of this Article 14 shall be
chaired by the President Commissioner and in his/her absence, by any
other member of the Board of Commissioners and, in the absence of all
 of the members of the Board of Commissioners, the meeting shall be
chaired by a person elected by and from those present at the meeting.
The absence of a member of the Board of Commissioners is not
necessary to be proven to any third party.
(8) If such GMS is not convened within a period of 30 (thirty) days after the
date of temporary dismissal, then such temporary dismissal shall by
operation of law becomes null and void and the relevant member of the
Board of Directors has the right to resume his/her previous position.
(9) If all members of the Board of Directors are suspended and there are
no members of the Board of Directors, the Board of Commissioners
temporarily must manage the Company. In that case the Board of
Commissioners has the right to temporarily empower one or more
members of the Board of Commissioners, subject to the Board of
Commissioners being jointly accountable.
(10) If there is only one member of the Board of Commissioners, all the
duties and authorities which are given to the President Commissioner
or the members of the Board of Commissioners in accordance with
these Articles of Association also apply to that one member.
MEETING OF THE BOARD OF COMMISSIONERS
Article 18
(1) Meeting of the Board of Commissioners must be held at anytime when
considered necessary by one of more members of the Board of
Commissioners or if requested in writing by one or more members of
the Director or if requested in writing by 1 (one) or more shareholders
jointly representing 1/10 (one tenth) of all issued shares with valid
voting rights.
(2) Notice of a meeting of the Board of commissioners must be issued by
the President Commissioner.
(3) Notice of meeting of the Board of Commissioners must be delivered by
registered mail or by hand directly sent to each member of the Board of
Commissioners against proper receipt, not less than 3 (three) days
prior to the meeting, without taking into account the day of notice and
the day of the meeting.
(4) A notice of meeting must state the agenda, date, time and place of
meeting.
(5) A meeting of the Board of Commissioners must be held at the
Company’s place of domicile or place of the Company’s business
activities. If all members of the Board of Commissioners are present
and/or are represented, then prior written notice is not required and
the meeting of the Board of Commissioners can be held at any place
and is entitled to adopt valid and binding resolutions.
(6) A meeting of the Board of Commissioners must be chaired by the
President Commissioner, if the President Commissioner cannot be
 present or is indisposed, which absence does not need to be proven to
any third party, the meeting of the Board of Commissioners must be
chaired by a member of the Board of Commissioners elected by and
from the members of the Board of Commissioners present at the
meeting.
(7) A member of the Board of Commissioners can only be represented at a
meeting of the Board of Commissioners by another member of the
Board of Commissioners under, and in accordance with a written
power of attorney.
(8) A meeting of the Board of Commissioners is valid and may adopt
binding resolutions if more than 1/2 (one half) of members of the
Board of Commissioners are present or are represented in such
meeting.
(9) A resolution of a meeting of the Board of Commissioners must be made
in accordance with the principle of deliberation to reach consensus
(musyawarah untuk mufakat). If no resolution is achieved based on the
principle of deliberation to reach consensus, the resolution is adopted
by way of voting with the affirmative votes of more than 1/2 (one half)
of total votes validly cast in the meeting.
(10) In a tie of votes, the chairman of the meeting will have the casting
(determining) vote.
(11) a. Each member of the Board of Commissioners present at a
meeting of the Board of Commissioners has the right to cast
1(one) vote and 1 (one) additional vote for each member of the
board of Commissioners who he/she has been validly appointed
to represent.
b. A vote relating to a person must be carried out by unsigned
folded ballots, and a vote relating to all other matters is carried
out verbally unless the chairman determines otherwise without
any objection being raised by any of those present.
c. Blank votes and illegal votes must be considered as not having
been validly cast and must not be included when determining
the number of votes cast.
(12) a. In addition to the meeting of the Board of Commissioners
stipulated in paragraph (5), the meeting of the Board of
Commissioners can also be held through teleconference media,
video conference or other electronic media facilities which
enable all participate of the meeting to directly hear, or see and
hear, one another and participate in the meeting.
b. The minutes of the meeting referred to in paragraph (12) point
a above must be made in writing and must be delivered to all
members of the Board of Commissioners who participate in the
meeting to be approved and signed.
(13) The Board of Commissioners can also adopt valid resolution without
convening a meeting of the Board of Commissioners, provided that all
of the members of the Board of Commissioners have been notified in
writing and all members of the Board of Commissioners have approved
the written proposal by affixing their signature to the relevant
resolutions as evidence of their approval. A resolution adopted in such
manner has the same validity as a resolution validly adopted by a
meeting of the Board of Commissioners.
BUSINESS PLAN, FINANCIAL YEAR, AND ANNUAL REPORT
Article 19
(1) The Board of Directors must submit a business plan which also
incorporates the Company’s annual budget to the Board of
commissioners to obtain approval, prior to the beginning of a financial
year.
(2) The business plan as referred to in paragraph (1) above must be
submitted within [30 (thirty)] days prior to the beginning of the
subsequent financial year.
(3) The financial year of the company starts on the 1st day of January and
ends on the thirty first (31st) day of December of each calendar year.
On the end of December of each year the Company’s Books shall be
closed.
(4) Within no later than 6 (six) months after the date when the Company’s
books are closed, the Board of Directors must prepare an annual report
in compliance with the prevailing laws and regulations, signed by all
members of the board of Directors and the Board of Commissioners, to
be submitted to the annual GMS.
(5) Such annual report must be made available at the company’s office no
later than 14 (fourteen) days prior to the date of the annual GMS, for
review by the shareholders.
APPROPRIATION OF PROFITS AND DIVIDEND SHARING
Article 20
(1) Net profits of the Company earned during a financial year as stated in
the balance sheet and the profit and loss statement ratified by the
annual GMS, which constitute a profit balance, will be distributed in
accordance with the manner of appropriation determined by the
meeting.
(2) In the event that the annual GMS does not determine the manner of the
appropriation of profits, the net profits after deduction of the reserve
fund as required by the laws and the Articles of Association of the
Company shall be distributed as dividends.
(3) If the profit and loss statement for a financial year shows a loss which
cannot be covered by reserve funds, that loss shall remain recorded
and included in the profit and loss statements for the subsequent
 financial year and the Company will be regarded as not making a profit
for as long as that loss continues to be recorded and included in the
profit and loss statements and has not been settled.
(4) The profit appropriated as dividends which are unclaimed within 5
(five) years after the dividend is payable, shall be entered in the
reserve fund which is specifically designated for such purpose. The
dividends in such special reserve fund may be claimed by the
shareholders who are entitled to such dividends prior to the expiration
of the period of 5 (five) years after such dividend is deposited in the
specific reserve fund, by forwarding the evidence of their right over
such dividend which is acceptable to the Board of Directors of the
Company.
(5) Dividends which area unclaimed after the expiration of 10 (ten) years
will become the property of the Company.
(6) The Company may distribute an interim dividend prior to the closing of
the Company’s relevant financial year as determined by resolution of
the Board of Directors upon approval from the Board of
Commissioners, with due observance to the provisions of the prevailing
laws and regulations.
APPROPRIATION OF RESERVE FUNDS
Article 21
(1) The proportion of the profits allocated for reserve funds will be up to
20% (twenty percent) of the issued and paid-up capital and may only
be used to cover losses suffered by the company which re not covered
by other reserves.
(2) If the amount of reserve funds exceeds the amount of 20% (twenty
percent), the GMS may determine that the excess amount of the reserve
funds shall be used for the Company’s requirements.
(3) The Board of Directors must manage the reserve funds to enable it to
achieve profit, in any manner that it thinks appropriate, with the
approval of the Board of Commissioners and with due observance of
the prevailing laws.
CLOSING PROVISIONS
Article 22
All matters that are not, or not yet adequately, provided for in the articles of
Association will be resolved by a GMS.