Articles of Association of

LIMITED LIABILITY COMPANY

PT [*]

NAME AND DOMICILE

Article 1
(1) This limited liability Company is named: "PT [*]” (hereinafter referred to in the
Articles of Association as the "Company"), and is domiciled in [*].
(2) The Company may open branches and/or representative offices in other places,
whether within or outside the territory of the Republic of Indonesia as determined by
the Board of Directors.
DURATION
Article 2
The Company is established for an indefinite period of time commencing on [*] with due
observance of Law No.25 of 2007 on Capital Investment.
PURPOSES AND OBJECTIVES AND BUSINESS ACTIVITIES
Article 3
(1) The purposes and objectives of the Company are to conduct business in the Purified
Terephthalic Acid industry.
(2) To achieve the above purposes and objectives, the Company may engage in the
following activities:
a. to produce Purified Terephthalic Acid (PTA); and
b. to market the products both inside and outside of the country in accordance
with the approval(s) from the relevant authorities.
CAPITAL
Article 4
(1) The authorized capital of the Company is Rp.[*] or USD [*] divided into [*] shares, each
having a nominal value of Rp.[*] or USD [*].
(2) 100% (one hundred percent) of the abovementioned authorized capital or [*] shares
with a total nominal value of Rp.[*] or USD [*] have been issued and paid-up in full by
the shareholders who have subscribed for the shares with the details and nominal
value specified at the end of this Deed.
(3) In the event that the Company increases its authorized capital and issues new shares
for such capital, the existing shareholders shall subscribe for such new shares to
maintain each shareholder’s proportionate ownership of the Company at the time of
the issuance.
SHARES
Article 5
(1) All shares issued by the Company are registered shares.
(2) An Indonesian citizen, a foreign citizen, an Indonesian legal entity or a foreign legal
entity can own and exercise rights to shares, with due observance of the provisions of
the prevailing laws and regulations.
(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 statement letter or 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 the ownership of 2 (two) or
more shares by a shareholder.
(7) Each share certificate must contain at least the following:
a. the name and address of the shareholder;
b. the share certificate serial number;
 c. the nominal value of the share;
d. the date of the issuance of the share certificate; and
e. the note regarding limitation of the transfer of shares.
(8) Each collective share certificate must contain at least 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 the issue of the collective share certificate; and
f. the note regarding limitation of the transfer of shares.
(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 General Meeting of
Shareholders, and any dividend payment in respect of that share will be postponed.
(12) A shareholder by law is obliged to abide by the Articles of Association and all
resolutions that are legally adopted in the General Meeting of Shareholders and the
prevailing laws and regulations.
(13) Each share certificate and the collective share certificate must be signed by the
President Director and the Vice President Director.
DUPLICATES OF SHARE CERTIFICATES
Article 6
(1) If a share certificate is damaged or can no longer be used, then upon the request of the
concerned party, the Board of Directors will issue a duplicate share certificate, after the
damaged or unusable share certificate has been returned to the Board of Directors.
(2) The damaged or unusable share certificate referred to in paragraph (1) of this Article
shall then be destroyed and the Board of Directors must prepare a minute to be
reported at the next General Meeting of Shareholders.
(3) If a share certificate is lost, then upon the request of the shareholder concerned, the
Board of Directors will issue a substitute share certificate if in the opinion of the Board
of Directors such loss has been sufficiently proven and with any guarantee as deemed
necessary by the Board of Directors in each particular case.
(4) After the issuance of the substitute share certificate, the original share certificate will
no longer be valid against the Company.
(5) All expenses related to the issuance of the replacement share certificate will be borne
by the shareholder concerned.
(6) The provisions of this 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 based on a deed of transfer signed by the transferor and the
transferee or their legal representatives.
(2) A deed of transfer referred to in paragraph (1) or its copy must be submitted to the
Company.
(3) A transfer of shares may only occur with the approval of the General Meeting of
Shareholders.
(4) A shareholder who intends to transfer his shares must submit a written application
regarding his/her intention to a General Meeting of Shareholders through the Board of
Directors.
(5) A General Meeting of Shareholders must give its written approval or disapproval in
respect of the application referred to in paragraph (4) above in writing within a
maximum period of 90 (ninety) days commencing from the date of receipt of the
application.
(6) In the event that after the expiry of the period referred to in paragraph (5) and the
General Meeting of Shareholders does not provide a written response, then the
application is deemed as having been approved.
(7) In the event that the General Meeting of Shareholders rejects the application referred
to in paragraph (4), then the General Meeting of Shareholders must appoint another
shareholder as the prospective buyer of the shares, and the Company must guarantee
that all the shares will be purchased at a reasonable price paid in cash within 30
(thirty) days after the date of that appointment.
(8) In the event that the rejection of the application is not followed by the appointment
referred to in paragraph (7), then the General Meeting of Shareholders is regarded as
having approved the share transfer.
(9) A share transfer can only be executed if all of the requirements of the Articles of
Association have been satisfied and the approval of the relevant institutions has been
obtained, if required by the prevailing laws and regulations.
(10) No share transfer is permitted during the period from the date of the notice of a
General Meeting of Shareholders until and including the date of that meeting.
GENERAL MEETING OF SHAREHOLDERS
Article 8
(1) A General Meeting of Shareholders of the Company means:
a. an annual General Meeting of Shareholders;
b. any other General Meeting of Shareholders, which in the Articles of Association,
is hereinafter referred to as an extraordinary General Meeting of Shareholders,
being a General Meeting of Shareholders held at any time when required.
(2) The term "General Meeting of Shareholders" used in the Articles of Association has two
meanings, i.e. an annual General Meeting of Shareholders and an extraordinary General
Meeting of Shareholders, unless expressly stated otherwise.
(3) The annual General Meeting of Shareholders must be held annually, within a period of
not more than 6 (six) months after the closing of each financial year of the Company.
(4) In the annual General Meeting of Shareholders:
a. The Board of Directors must submit:
- an annual report that has been reviewed by the Board of Commissioners to be
approved by the General Meeting of Shareholders;
- financial statement to be ratified by the General Meeting of Shareholders.
b. If the Company has a positive profit balance, an appropriation of the Company's
profit will be determined.
c. The appointment and termination of members of the Board of Directors and the
Board of Commissioners (as relevant).
d. The appointment and termination of the Company’s independent auditor.
e. Without prejudice to the Articles of Association, all other matters which have
been proposed are to be resolved.
(5) Approval of the annual report and ratification of the annual financial statements by the
annual General Meeting of Shareholders means a full discharge and release to the
members of the Board of Directors and the Board of Commissioners for the
management and supervision conducted during the past financial year, to the extent
that such actions are reflected in the annual financial statements and the annual report.
(6) If the Board of Directors and the Board of Commissioners fail to convene an annual
General Meeting of Shareholders on time, the shareholders have the right to summon
 by themselves the annual General Meeting of Shareholders, at the expense of the
Company, after obtaining approval of the Chief Justice of the District Court which has
jurisdiction over the Company's place of domicile.
(7) An extraordinary General Meeting of Shareholders may be held at any time based on
the need to discuss and resolve any meeting agenda, except for meeting agenda as
referred to in paragraphs (4) a and b above, with due observance of the prevailing laws
and regulations and the Articles of Association.
(8) If the Board of Directors or the Board of Commissioners fails to hold an extraordinary
General Meeting of Shareholders as referred to in paragraph (2) after 30 (thirty) days
have elapsed from the date of receipt of the written request, then the relevant
shareholder has the right to convene that meeting, 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.
PLACE, SUMMONS AND CHAIRMAN FOR GENERAL MEETING OF SHAREHOLDERS
Article 9
(1) A General Meeting of Shareholders 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) Notice of a General Meeting of Shareholders must be delivered by registered letter
which must be sent no later than 14 (fourteen) days prior to the date of the meeting,
excluding the day of the notice and the day of the meeting.
(3) A notice of the General Meeting of Shareholders must mention the day, date, time,
place and agenda of the meeting accompanied by a notification that the materials to be
discussed in the meeting can be obtained at the Company's office during the period
starting from the date of the notice up to the date of the meeting. The notice of an
annual General Meeting of Shareholders must also state that the annual report referred
to in Article 19 (4) of is available at the Company's office.
(4) If all of the shareholders with valid voting rights are present or are represented at the
meeting, prior notice referred to in paragraph (2) is not necessary and that meeting
can adopt valid and binding resolutions relating to the matters discussed, and that
General Meeting of Shareholders can be held at any place within the territory of the
Republic of Indonesia.
(5) Proposal(s) of a shareholder will be included on the agenda of a General Meeting of
Shareholders provided that such proposal(s) have been submitted in writting to the
Board of Directors by 1 (one) or more shareholders represent at least 10% (ten
percent) of the total shares issued by the Company and such proposal(s) have been
received by the Board of Directors at least 30 (thirty) days prior to the date of the
meeting.
The Board of Directors is obliged to notify all the shareholders on the additional
agenda item(s) as stated in the notification of the meeting.
(6) a. Other than as stipulated in paragraph (1), the General Meeting of Shareholders
can also be held through teleconference media, video conference or other
electronic media which enable all participants of the meeting to directly see and
hear each other and participate in the meeting. The provisions of the
notification, quorum and voting of the resolution as set out in Article 9 and 10 of
this Articles of Association will apply.
b. The minutes of the meeting referred to in paragraph (6) a above must be made
in writing and delivered to all shareholders who participated in the meeting to
be approved and signed.
(7) In the event whereby the General Meeting of Shareholders is convened upon the
written request of one or more shareholders representing at least 1/10 (one tenth) or
 more of the aggregate number of issued shares or the Board of Commissioners, then
such written request must be submitted to the Board of Directors and delivered by
registered mail by specifying the matters to be discussed accompanied by the reasons.
(8) In the event whereby the written request is submitted by the shareholder(s), then the
request must be submitted to the Board of Directors with a copy to the Board of
Commissioners.
(9) The Board of Directors must give notice of the extraordinary General Meeting of
Shareholders no later than 15 (fifteen) days from the date on which the request is
received.
(10) If the Board of Directors fails to give notice of the extraordinary General Meeting of
Shareholders within the period as referred to in paragraph (9) of this Article, then:
(a) the shareholder(s) concerned is or are entitled to re-submit the written request
to convene the extraordinary General Meeting of Shareholders to the Board of
Commissioners; or
(b) the Board of Commissioners may convene the meeting by itself.
(11) The Board of Commissioners must give notice of the extraordinary General Meeting of
Shareholders as referred to in the above paragraph (10) a no later than 15 (fifteen)
days from the written request to convene the extraordinary General Meeting of
Shareholders is received, in accordance with the prevailing regulations.
(12) If the Board of Directors or the Board of Commissioners fails to give notice of the
extraordinary General Meeting of Shareholders within the time period as referred to in
paragraphs (9) and (11) of this Article, then the shareholders(s) concerned may
convene the meeting by itself or themselves at the expense of the Company upon
obtaining the approval of the Head of the District Court whose jurisdiction covers the
domicile of the Company.
(13) a. Except as may be stipulated otherwise by the Articles of Association, the
General Meeting of Shareholders must be chaired by the President Director.
b. If the President Director cannot be present or is indisposed which absence does
not need to be proven to any third party, the General Meeting of Shareholders
must be chaired by one of the Directors.
c. If all members of the Board of Directors cannot be present or are indisposed
which absence does not need to be proven to any third party, the General
Meeting of Shareholders must be chaired by a member of the Board of
Commissioners.
d. If all the members of the Board of Commissioners cannot be present or are
indisposed which absence does not need to be proven to any third party, the
General Meeting of Shareholders must be chaired by one of the shareholders
present at the meeting.
(14) Minutes of meeting relating to all matters discussed and resolved in the General
Meeting of Shareholders must be drawn up by a member of the Board of Directors
present in the meeting, and as evidence of the ratification, the minutes must be signed
by the chairman and 1 (one) shareholder or representative present at and appointed
by the meeting.
Such minutes of meeting will serve as valid evidence for all shareholders and third
parties concerning the resolutions adopted at the meeting and all matters arising at the
meeting.
(15) The signatures as mentioned in paragraph (14) of this Article above will not be
required if the minutes of meeting are made in Notarial Deed form.
QUORUM, VOTES AND RESOLUTIONS
Article 10
(1) a. A General Meeting of Shareholders can be held if the shareholders representing
at least 3/4 (three quarters) of the total number of valid voting shares issued by
the Company are present or represented, unless otherwise stipulated in the
Articles of Association.
b. If the quorum stated in paragraph (1) a is not achieved, a summons for a second
meeting can be made.
c. The summons referred to in paragraph (1) 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 but no later than
21 (twenty one) days after the date of the first meeting.
e. The second meeting will be valid and may adopt binding resolutions if
shareholders representing at least 3/4 (three quarters) of the total number of
valid votes are present or represented in the meeting, unless otherwise
stipulated in Article (10) 9 below.
f. If the quorum at the second meeting is not achieved, then at the request of the
Company the quorum will be determined by the Chief Justice of the District
Court whose jurisdiction covers the Company's place of domicile.
(2) A shareholder may be represented by another shareholder or by any other person in
accordance with a written power of attorney.
(3) The chairman of the meeting has the right to require that a power of attorney to
represent a shareholder be presented to him/her at the meeting.
(4) At the meeting, each share confers on its holder the right to cast 1 (one) vote.
(5) Members of the Board of Directors, members of the Board of Commissioners and
employees of the Company may act as proxies at the meeting; however the votes they
cast are not to be counted in the 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 of a General Meeting of Shareholders must be made on the basis of the
principle of deliberation to reach consensus (musyawarah untuk mufakat). If a
resolution is not achieved based on the principle of deliberation to reach consensus,
the resolution is adopted by the valid casting of more than 70% (seventy percent) of
votes validly cast in the meeting, unless otherwise stipulated in the Articles of
Association.
(9) The shareholders may also adopt valid and binding resolutions without convening a
General Meeting of Shareholders; provided that all shareholders have been notified in
writing and all shareholders have given their approval in respect of the proposal
submitted in writing and signed such approval. Resolutions so adopted will have the
same legal effect as resolutions validly adopted in the General Meeting of Shareholders.
AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Article 11
(1) An amendment to the Articles of Association must be adopted by a resolution of a
General Meeting of Shareholders, at which shareholders representing at least 75%
(seventy five) of the total shares with valid voting rights issued by the Company are
present and where the resolution is approved by at least 75% (seventy five) of the
total number of votes validly cast at the meeting. An amendment to the Articles of
 Association must be prepared in the form of a notarial deed and in the Indonesian
language no later than 30 (thirty) days as of the date of such resolution.
(2) Amendment to the provisions of the Articles of Association in respect of the change of
name, the domicile, the objectives and purposes of the Company, the business
activities, the period of the Company, the authorized capital, reduction of issued capital
and paid-up capital and the status of the Company from a private limited liability
company to a public limited liability company or vice versa, must be submitted to the
Minister of Law and Human Rights of the Republic of Indonesia (“MoLHR”) for
approval within 30 (thirty) days from the date of the notarial deed incorporating the
amendments to the Articles of Association.
(3) An amendment to the Articles of Association relating to matters other than those
mentioned in paragraph (2) of this Article need only be reported to the MoLHR no later
than 30 (thirty) days from the date the General Meeting of Shareholders adopts the
resolution relating to that amendment and must be registered in the Company
Registry.
(4) If the determined quorum at the meeting referred to in paragraph (1) of this Article is
not achieved, then within a period of not less than 10 (ten) days and not more than 21
(twenty one) days after the first meeting, a second meeting may be held under the
same conditions, quorum and with an agenda the same as that required for the first
meeting, except in connection with the summons period which must be commenced no
later than 7 (seven) days prior to the second meeting excluding the day of the
summons and the day of the meeting. The second meeting is valid and has the right to
adopt a resolution if shareholders representing at least 75% (seventy five percent) of
the total shares with valid voting rights issued by the Company are present or
represented and the resolution is approved by at least 70% (seventy percent) of the
total number of votes validly cast at the meeting. If the quorum of the second meeting
is not achieved, a third meeting may be held, which will be valid if it satisfies the
quorum determined by the District Court whose jurisdiction covers the Company’s
domicile.
(5) A resolution concerning a reduction in capital must be announced in writing to all of
the creditors of the Company and announced by the Board of Directors in 1 (one) 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
regarding the reduction in 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, bankruptcy applications, extensions of the term of the Company
and dissolutions can only be carried out in accordance with a resolution of the General
Meeting of Shareholders at which shareholders representing at least ¾ (three
quarters) of the total valid voting shares are present and the resolution is approved of
by at least ¾ (three quarters) of the total number of valid votes cast at the meeting.
(2) If the quorum for the first General Meeting of Shareholders as referred to in paragraph
(1) of this Article is not reached, 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 or represented
at the meeting and resolution is valid if approved by at least ¾ (three quarters) of the
total votes validly cast in the meeting. If the quorum of the second General Meeting of
Shareholders is not reached, a third meeting may be convened, which will be valid if it
satisfies the quorum determined by the District Court whose jurisdiction covers the
domicile of the Company.
(3) The Board of Directors must announce the plan of any merger, consolidation,
acquisition or spin-off of the Company in 1 (one) Newspaper and must announce such
plan in writing to the employees of the Company not later than 30 (thirty) days prior to
the date of the summons for the General Meeting of Shareholders.
(4) If the Company is dissolved, due to the expiry of its duration, or in accordance with a
resolution adopted by the General Meeting of Shareholders, or if the Company is
declared to be dissolved under a court order, then the liquidation must be carried out
by a liquidator or a curator.
(5) The Board of Directors must act as the liquidator if there is no liquidator appointed by
a resolution of the General Meeting of Shareholders or court order in the manner
referred to in paragraph (4).
(6) The remuneration of the liquidator must be determined by the General Meeting of
Shareholders or in the court order.
(7) A liquidator or a curator must register the dissolution at the Company Registry,
announce the dissolution in the Official Gazette and in 1 (one) Newspaper and must
report the same to the MoLHR no later than 30 (thirty) days after the dissolution of the
Company.
(8) The assets remaining after liquidation must be distributed among the shareholders, in
proportion to the shares that they own.
(9) The Articles of Association as stated in the deed of incorporation and any subsequent
amendments will remain in effect up to the date when verification of the liquidation is
approved by the General Meeting of Shareholders and after the liquidator has been
given a full discharge and release.
THE BOARD OF DIRECTORS
Article 13
(1) The Company will be managed and led by a Board of Directors, consisting of six 6 (six)
members, 1 (one) of whom will be appointed as the President Director and 1 (one) of
whom will be appointed as the Vice President Director.
(2) A foreign citizen who satisfies all of the conditions referred to in the prevailing laws
and regulations is eligible for appointment as a member of the Board of Directors.
(3) Members of the Board of Directors are appointed by a General Meeting of
Shareholders, each for a period of 3 (three) years, without prejudice to the rights of the
General Meeting of Shareholders to dismiss them at any time.
(4) The shareholders of the Company are obliged to appoint 3 (three) members of the
Board of Directors from candidates nominated by [*] (previously known as “[*]”), 2
(two) members of the Board of Directors from candidates nominated by [*] (previously
known as “[*]”) and 1 (one) member of the Board of Directors from candidates
nominated by “[*]”. The General Meeting of Shareholders is obliged to appoint 1 (one)
Director as the President Director and 1 (one) Director as the Vice President Director
from the members of the Board of Directors nominated in rotation by “[*]” and “[*]”.
(5) Members of the Board of Directors may be given remuneration and/or allowances the
amount of which must be determined by the General Meeting of Shareholders and the
power to make that determination can be delegated to the Board of Commissioners.
(6) If for any reason a position or more or all the positions on the Board of Directors fall
vacant, then within a period of 30 (thirty) days after such vacancy occurs, a General
Meeting of Shareholders must be convened to fill the vacancy, with due observance of
the law and regulations and the Articles of Association.
(7) The term of office of a member of the Board of Directors who is appointed to fill the
vacant position of a member of the Board of Directors is for the remaining term of
office of the replaced position.
(8) If for any reason, all the positions of the Board of Directors become vacant, in the
meantime the Company will be temporarily managed by the Board of Commissioners.
(9) A member of the Board of Directors has the right to resign from his/her position by
giving to the Company written notice of his/her intention to resign no later than 30
(thirty) days before the effective date of his/her resignation.
(10) The tenure of a Director will expire if:
a. he/she resigns in accordance with paragraph (9);
b. he/she is no longer eligible under the prevailing laws and regulations;
c. he/she dies; or
d. he/she is dismissed in accordance with a resolution passed by a General
Meeting of Shareholders.
DUTIES AND AUTHORITIES OF THE BOARD OF DIRECTORS
Article 14
(1) The Board of Directors is fully responsible for performing its duties in the interests of
the Company to achieve the Company's purposes and objectives.
(2) Each member of the Board of Directors is obliged to act in good faith and with full
responsibility in carrying out his/her duties with due observance of the prevailing
laws and regulations.
(3) The Board of Directors is entitled to represent the Company inside and outside the
Court in all matters and in all events, to bind the Company with other parties, and
other parties with the Company, and to carry out any activities regarding management
or ownership, however with the following limitations:
a. A resolution of the Board of Directors meeting is required to:
(i) purchase capital goods with a value of more than USD [*] or the
equivalent in Rupiah based on the applicable exchange rate at the time of
the submission of the application for the Board of Directors’ approval of
the expenditure to purchase such capital goods;
(ii) open an account with a financial institution;
(iii) implement and amend a contract with a value of more than USD [*] or
the equivalent in Rupiah based on the applicable exchange rate at the
time of the submission of the application for the Board of Directors’
approval of such implementation and amendment of a contract;
(iv) divest the Company’s assets to a third party in any manner including to
lease or to sell, but excluding to sell the products in accordance with the
approved budget, with a value of more than USD [*] or the equivalent in
Rupiah based on the applicable exchange rate at the time of the
submission of the application for the Board of Directors’ approval of
such Company’s divestiture of assets;
(v) implement and amend all agency or distributor contracts including, but
not limited to, selling the Company’s products;
(vi) pledge, grant security rights and/or hypothec or grant other securities
over the Company’s assets;
(vii) determine the marketing policy;
(viii) appoint and terminate a person from his/her office as follows:
Commercial Division Manager, Plant Division Manager, Environmental
Health Safety & Security Shared Services Division Manager, Finance &
Accounting Department Manager, Production Department Manager,
Maintenance Department Manager, Technical Manager, Corporate &
External Affairs Manager, and place a candidate nominated by the
shareholders of the Company;
(ix) grant authority to the signatories of the Company;
 (x) issue any important press release(s) in respect of the Company;
(xi) settle any claim (including but not limited to a litigation claim or
arbitration claim) which would cost the Company more than USD [*] or
the equivalent in Rupiah based on the applicable exchange rate at the
time of the submission of the application for the Board of Directors’
approval of the relevant settlement and commence a litigation claim or
arbitration without considering the costs;
(xii) draw up a short term financial policy for the Company;
(xiii) draw up the Company’s policy for the personnel division, prepare the
budget plan for allowances and remuneration, including the employees’
remuneration and expenses of an employee as stipulated in Article 14
(3) a (ix) above and the expenses of all the employees of the Company;
(xiv) delegate and re-delegate the authority of a representative, agent or other
person, as such delegation may be changed by the Board of Directors
from time to time.
(xv) determine and distribute interim dividend.
b. A resolution of the Board of Commissioners meeting is required to:
(i) approve the annual business plan including the marketing plan and any
amendments as proposed by the Board of Directors;
(ii) approve the annual budget and any amendment or deviation as
proposed by the Board of Directors, except the budget to increase the
budget or budgeted revenue;
(iii) determine and distribute interim dividend.
c. A resolution of the General Meeting of Shareholders is required to:
(i) conduct the consolidation, take over or an acquisition of another
company’s assets;
(ii) create a debt or issue a debt certificate, bond, promissory note,
convertible bond or other securities instrument other than debt which
occurs from approved expenses;
(iii) establish any subsidiary without prejudice to any permit from the
authorities;
(iv) purchase capital goods with a value equal to, or more than, USD [*] or
the equivalent in Rupiah based on the applicable exchange rate at the
time of the submission of the application for the shareholders’ approval
of the relevant expenditure to purchase capital goods;
(v) grant allowances to the members of the Board of Directors and the
Board of Commissioners of the Company;
(vi) transfer, sell, deliver, grant security right and/or hypothec, pledge,
encumber, lease or release in any other manner the Company’s assets
valued at more than USD[*] or the equivalent in Rupiah based on the
applicable exchange rate at the time of the submission of the application
for the shareholders’ approval of the relevant action, except to sell the
products of the Company in accordance with the approved budget;
(vii) obtain new technology regarding the manufacturing process;
(viii) enter into any business transaction between the Company and any
member of the Board of Directors or the Board of Commissioners of the
Company or between the Company and another company which is
controlled by one of the members of the Board of Directors or the Board
of Commissioners of the Company or between the members of the Board
of Commissioners of the Company or between the Company and any
shareholders or affiliates of the shareholders;
 (ix) participate in any lease of (including amendment and renewal of the
terms and conditions) a house, an office suite, a vehicle or computer
hardware where the contract has a total value of more than USD [*] or
the equivalent in Rupiah based on the applicable exchange rate at the
time of the submission of the application for the shareholders’ approval
of the relevant action and any other type of lease which has a contract
value of more than USD [*] or the equivalent in Rupiah based on the
applicable exchange rate at the time of the submission of the application
for the shareholders’ approval of such action;
(x) provide loan facilities by way of instalment to one customer in respect of
the sale of PTAs (Purified Terephthalic Acid) in accordance with the
budget and sales policies which have been approved with a value of
more than USD [*] or the equivalent in Rupiah based on the applicable
exchange rate at the time of the submission of the application for the
shareholder’s approval of such action.
(4) Any legal act to transfer, release title to or encumber all or a major part of the
Company's property as security in respect of a debt with a value of more than USD[*]
or the equivalent in Rupiah based on the exchange rate applicable at the time of the
submission of the application for the shareholders’ approval during one financial year,
whether in one transaction or in separate individual or related transactions, is subject
to prior approval of a General Meeting of Shareholders attended in person or
represented by shareholders holding 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 votes cast at that meeting.
(5) a. The President Director has the right and is authorized to act for and on behalf of
the Board of Directors and to represent the Company.
b. If the President Director is not present or is unable to be present for any reason,
which reason does not need to be proven to any third party, the Vice President
Director has the right and is authorized to act for and on behalf of the Board of
Directors and to represent the Company.
(6) In certain cases the Board of Directors, based on a resolution of meeting of the Board of
Directors, has the right to appoint one or more persons as its representative or proxy
by empowering them under a written power of attorney.
(7) The allocation of tasks and authorities to each member of the Board of Directors is
determined by the General Meeting of Shareholders and those tasks can be delegated
to the Board of Commissioners.
(8) In the event that the Company has an interest which is contrary to the interest of a
member of the Board of Directors, the Company will be represented by another
member of the Board of Directors and if the Company has an interest which is contrary
to the interest of all members of the Board of Directors, the Company must be
represented by the Board of Commissioners.
(9) The Board of Directors is obliged to maintain the books and records of the Company
and has a duty to disclose any data required in order to maintain the Special Register
in good order.
MEETING OF THE BOARD OF DIRECTORS
Article 15
(1) A meeting of the Board of Directors may be held at any time when considered
necessary by:
a. 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 or 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 represent 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 or by courier (air mail) which cost has been paid in advance
against a proper receipt, or sent by telegram, telex or facsimile (which must be
followed by registered letter as soon as possible) to each member of the Board of
Directors against a proper receipt not later than 14 (fourteen) days prior to the
meeting, without taking into account the day of the notice and the day of the meeting.
Any member of the Board of Directors may receive notification within a shorter period
than the period stipulated in the Articles of Association, if in the President Director’s
discretion matters to be discussed in the meeting require an urgent resolution
provided that the shorter notification period is not less than (three) business days.
(4) A notice of meeting must state the agenda, date, time and place for the meeting.
(5) Meetings of the Board of Directors must be held at the Company's place of domicile or
the 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 cannot be present or is indisposed, which absence does not need to
be proven to any third party, the meeting of the Board of Directors must be chaired by
a member of the Board of Directors elected by and from the members 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 a written power of
attorney.
(8) A meeting of the Board of Directors is valid and may adopt binding resolutions if at
least 5 (five) members of the Board of Directors are present or are represented at that
meeting.
(9) A resolution of a meeting of the Board of Directors 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 the valid casting of 5 (five) affirmative votes cast at the
meeting.
(10) 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. 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.
(11) Minutes of meeting of the Board of Directors must be made by a person appointed by
the Board of Directors and must be signed by the chairman of the meeting and the Vice
President Director. If the Vice President Director is not present at such meeting, the
minutes of meeting of the Board of Directors must be signed by the chairman of the
 meeting and another member of the Board of Directors who is present in the meeting.
The signatures are not required if the minutes are made by a Notary.
(12) a. Except as may be otherwise stipulated by the provision under paragraph (5)
above, the meeting of the Board of Directors can also be held through
teleconference media, video conference and/or other electronic media facilities
which enable all participants of the meeting to directly see, hear and participate
in the meeting. Requirements on notification, quorum and voting as mentioned
in paragraphs 3, 4, 8 and 9 of this Article will apply.
b. The minutes of meeting as referred to in paragraph (12) a above must be made
in writing and must be delivered to all members of the Board of Directors who
participated 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 have
been notified in writing and all members of the Board of Directors have approved the
written proposal by affixing their signatures 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 Directors.
(14) Copy or citation of the minutes of meeting or the resolutions of the Board of Directors
adopted in accordance with Article 15 paragraph (13) above is deemed as a valid copy
if stated as a true copy and such statement has been signed by the President Director
and 1 (one) other member of the Board of Directors or if its issued by the Notary that
made the relevant minutes of meeting.
THE BOARD OF COMMISSIONERS
Article 16
(1) The Board of Commissioners consists of 2 (two) members, 1 (one) of whom will be
appointed as the President Commissioner.
(2) A foreign 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) A member of the Board of Commissioners is appointed by a General Meeting of
Shareholders for a period of 3 (three) years, without prejudice to the right of the
General Meeting of Shareholders to dismiss him/her at any time.
(4) The shareholders of the Company are obliged to appoint 1 (one) member of the Board
of Commissioners from candidates nominated by “[*]” and 1 (one) member of the
Board of Commissioners from candidates nominated by “[*]” as well as to appoint one
of the members of the Board of Commissioners as the President Commissioner.
(5) Members of the Board of Commissioners may be given remuneration and/or
allowances the amount of which must be determined by the General Meeting of
Shareholders.
(6) 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 General Meeting
of Shareholders must be held to fill the vacancy, with due observance of the provision
of paragraph (2) and paragraph (4) of this Article 16.
(7) A member of the Board of Commissioners may resign from his/her position by giving
to the Company written notice of his/her intention to resign at least 30 (thirty) days
before the proposed date of his/her resignation.
(8) The tenure of a member of the Board of Commissioners will expire if:
a. he/she resigns in accordance with paragraph (7);
b. he/she is no longer eligible under the prevailing laws and regulations;
c. he/she dies; or
 d. he/she is dismissed in accordance with a resolution passed by a General
Meeting of Shareholders.
DUTIES AND AUTHORITIES OF COMMISSIONERS
Article 17
(1) The Board of Commissioners performs supervisory duties on management policy, the
general performance of management, regarding both the Company and the Company's
business, and provides advice to the Board of Directors.
(2) Members of the Board of Commissioners, either jointly or severally, at any time during
the business hours of the Company, have 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 instruments, 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 pertinent
information relating to matters queried by the Commissioners.
(4) The Board of Commissioners has the right to suspend (dismiss temporarily) one or
more members of the Board of Directors at any time if a member of the Board of
Directors acts 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
suspension (temporary dismissal), and the reasons for that suspension.
(6) Within the period of 30 (thirty) days after the suspension (temporary dismissal) of a
member of the Board of Directors, the Board of Commissioners must convene a
General Meeting of Shareholders 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 17 must 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 must be chaired by a person elected by and from those
present at the meeting. The absence of a member of the Board of Commissioners does
not need to be proven to any third party.
(8) The suspension (temporary dismissal) of a member of the Board of Directors will be
automatically null and void if a General Meeting of Shareholders is not held within 30
(thirty) days after the date of the suspension, in which case 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 the Company does not have
another member of the Board of Directors, the Board of Commissioners must manage
the Company temporarily.
In such an event, the Board of Commissioners has the right temporarily to empower
one or more members of the Board of Commissioners, subject however to all members
of the Board of Commissioners being jointly accountable.
(10) If there is only one member of the Board of Commissioners, all the powers and
authorities given to the President Commissioner or to the members of the Board of
Commissioners in accordance with the Articles of Association apply to that one
member.
MEETING OF THE BOARD OF COMMISSIONERS
Article 18
(1) A meeting of the Board of Commissioners may be held at any time when considered
necessary by one or more members of the Board of Commissioners or if requested in
 writing by one or more members of the Board of Directors or if requested in writing by
one or 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 Commissioners must be issued by the President
Commissioner.
(3) Notice of a meeting of the Board of Commissioners must be delivered by registered
mail or by hand directly sent to or by courier (air mail) which cost has been paid in
advance against a proper receipt, or sent by telegram, telex or facsimile (which must be
followed by registered letter as soon as possible) to each member of the Board of
Commissioners against a proper receipt not later than 14 (fourteen) days prior to the
meeting, without taking into account the day of the notice and the day of the meeting.
Any member of the Board of Commissioners may receive notification within a shorter
period than the period stipulated in the Articles of Association if in the President
Commissioner’s discretion matters to be discussed in the meeting require an urgent
resolution, provided that the shorter notification period is not less than 3 (three)
business days.
(4) A notice of meeting must state the agenda, date, time, and place for the meeting.
(5) Meetings of the Board of Commissioners must be held at the Company's place of
domicile or at the place of the Company's business activities. If all members of the
Board of Commissioners are present and/or 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, and 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
all the members of the Board of Commissioners are present or represented at that
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 a
resolution is not achieved based on the principle of deliberation to reach consensus,
the resolution will be deemed rejected.
(10) 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 at the
meeting.
(11) Minutes of meeting of the Board of Commissioners must be made by a person
appointed by the Board of Commissioners and must be signed by the chairman of the
 meeting and one (1) member of Board of Commissioners present in the meeting. The
signatures are not required if the minutes are made by a Notary.
(12) a. Except as may be otherwise stipulated by the provision under Article 18 (5)
above, the meeting of the Board of Commissioners can also be held through
teleconference media, video conference and/or other electronic media facilities
which enable all participants of the meeting to directly see and hear each other
and participate in the meeting. Requirements on notification, quorum and
voting as mentioned in paragraphs 3, 4, 8 and 9 of this Article will apply.
b. The minutes of meeting as referred to in Article 18 paragraph (12) point a.
above must be made in writing and must be delivered to all members of the
Board of Commissioners who participated in the meeting to be approved and s
igned.
(13) The Board of Commissioners can also adopt valid resolutions 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 signatures 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.
(14) A copy or citation of the minutes of meeting or the resolutions of the Board of
Commissioners as adopted in accordance with Article 18 paragraph (13) above is
deemed to be a valid copy if stated as a true copy and such statement is signed by the
President Commissioner and 1 (one) other member of the Board of Commissioners or
if issued by the Notary that prepared the relevant minutes of meeting.
BUSINESS PLAN, FINANCIAL YEAR AND ANNUAL REPORT
Article 19
(1) The Board of Directors must submit a business plan which 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 7 (seven)
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 31
st (thirty first) day of December. At the end of December of each year, the books of the
Company will be closed.
(4) Not 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 General Meeting of Shareholders. Such
annual report must be made available at the Company's office no later than14
(fourteen) days prior to the date of the meeting.
(5) The annual report as referred to in paragraph (4) must incorporate at least the
following:
a. The financial statements, consisting of at least the most recent balance sheet for
the past financial year compared to the previous financial year, the profit and
loss statement of the relevant year, the cash flow report, and the change of
equity report, as well as notes on the financial statement;
b. the Company's activity report;
c. Social and Environmental Responsibility implementation report;
d. details of issues arising during the financial year having an impact on the
Company's business activities;
e. The report regarding the supervisory duties implemented by the Board of
Commissioners during the previous year;
f. The names of the members of the Board of Directors and the Board of Commissioners
g. The remuneration and allowance of members of the Board of Directors and
remuneration and allowance of members of the Board of Commissioners for the
relevant year.
(6) In the event any member of the Board of Directors or the Board of Commissioners does
not sign the annual report as intended in paragraph (5) above, the member concerned
must state the reasons therefore in writing, or the reasons must be stated by the Board
of Directors in a separate letter attached to the annual report. In the event any member
of the Board of Directors or the Board of Commissioners who does not sign the annual
report does not provide the reasons in writing, the member concerned is considered to
have approved the contents of the annual report.
APPROPRIATION OF PROFITS
Article 20
(1) Net profits of the Company based on accepted general accounting principles (gross
profits after deducting all expenses and the Company’s liabilities, including but not
limited to all technical support expenses, interest-fees and another financial-fees,
license-fees, royalty and tax) and the Company’s retained earnings must be determined
and distributed in the form of dividend, to the Company’s shareholders as soon as
possible after the end of the fiscal year, after the payment of approved capital goods
expenditure and after considering the liabilities in respect of the funding of loans
which bind the Company and any agreements with third parties for equipment, goods
and services for the Company, in proportion to the share ownership in accordance
with the General Meeting of Shareholders’ resolution; the portion of net profits and
retained earnings to be set aside for the reserve funds must also be determined at the
meeting. In accordance with the provision under Article 20, the Company will pay the
shareholders of the Company the maximum amount of dividend that can be
distributed.
(2) Net profits of the Company earned during a financial year, as stated in the balance
sheet and the profit and loss statements ratified by the annual General Meeting of
Shareholders which constitute a profit balance, will be distributed in accordance with
the manner of appropriation determined by the meeting.
(3) In the event that the annual General Meeting of Shareholders does not determine the
manner of the appropriation, 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.
(4) Dividend will only be distributed from the Company’s net earnings not appropriated as
stated in the financial report approved by the annual General Meeting of Shareholders,
which will be paid in accordance with the resolution adopted at the General Meeting of
Shareholders.
(5) All dividends paid by the Company to the shareholders are required to be paid in
United State Dollars in the manner and at the place in accordance with the prevailing
laws and regulations of the territory of the Republic of Indonesia. The currency
exchange rate which will be used for such payment is the rate of the United States
Dollar set by Bank Indonesia in Jakarta on the date of payment.
(6) The Company will pay the dividend abovementioned after deduction of income tax and
other taxes in accordance with the prevailing laws and regulations in the territory of
the Republic of Indonesia. The Company must provide evidence issued by the
Government of the Republic of Indonesia in respect of the payment of the income tax.
(7) If the profit and loss statements for a financial year show a loss which cannot be
covered by the 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.
(8) The Company may distribute an interim dividend prior to the closing of the Company’s
relevant financial year as determined by a resolution of the Board of Directors upon
approval from the Board of Commissioners, with due observance of the provisions of
the prevailing laws and regulations.
(9) The dividend must be distributed within 60 (sixty) days after the closing of the annual
General Meeting of Shareholders which declares the appropriation of profits as such
dividends. 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. Dividends which are unclaimed
after the expiration of such 10 (ten) year period will become the property of the
Company.
APPROPRIATION OF RESERVE FUNDS
Article 21
(1) The net profits allocated for reserve funds will be up to an amount of at least 20%
(twenty percent) of the Company’s issued and paid-up capital and may only be used to
cover losses suffered by the Company which are not covered by other reserves (if any).
(2) If the amount of reserve funds exceeds the amount of 20% (twenty percent), the
General Meeting of Shareholders may determine that the excess amount of the reserve
funds will be used for the Company's requirements.
(3) The reserve funds referred to in paragraph (1) that have not been used to cover losses,
and the excess amount of reserve funds referred to in paragraph (2) the use of which
has not been determined by the General Meeting of Shareholders, must be managed by
the Board of Directors in a manner that the Board of Directors considers appropriate,
subject to approval of the Board of Commissioners, without prejudice to the rights of
the General Meeting of Shareholders to stipulate otherwise and with due observance of
the prevailing laws and regulations, in order to obtain profits therefrom in line with
the business conducted by the Company.
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 General Meeting of Shareholders.