NOTARY

IRAWATI YALESPERDANI, SH.

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

No. C-1730. HT. 03.01-Th. 2022 Dated: November 5th, 2002

COPY

DEED : ESTABLISHMENT OF LIMITED LIABILITY COMPANY

PT. ONEMORE INTERNATIONAL ASIA

NUMBER : 03

DATE : OCTOBER 25, 2021

Jl. Merpati Raya no. 17 Paviliun Hijau, RT. 003, RW. 001

Kel. Sawah Lama, Kec. Ciputat – South Tangerang 15413

Phones: 021 – 22744647, 087771888784

Email: kantornotaris.irayales@gmail.com
 DEED OF ESTABLISHMENT OF LIMITED LIABILITY COMPANY

PT. ONEMORE INTERNATIONAL ASIA

Number: 03

On this day, Monday, the twenty-fifth day of October two thousand twenty-one (11-
25-2021), at 5 pm Western Indonesia Time.

Appeared before me, IRAWATI YALESPERDANI, Sarjana Hukum, notary in

Tangerang Selatan, in the presence of witnesses whom I, the notary, know and whose names
will be mentioned by the end of this deed:

1. Mr. YIGIT ATILAY, born in Izmir, on the twelfth of August nineteen eighty seven (8-
12-1987), Turkish citizen, a private person, residing in Indonesia, at Gading River View
Apartment, Francisco Bay Tower Unit 0507, Jalan Boulevard Barat Raya, Kelapa
Gading, Kelurahan Kelapa Gading, Kecamatan Kelapa Gading, North Jakarta, DKI
Jakarta, according to the residence’s permit of North Jakarta-DKI Jakarta number
25342/SKT/09/JU/2021 dated September twenty-seventh two thousand twenty one (9-27-
2021), signed by the Head of Civil Administration Service, holder of passport number
U24003902 issued by the Republic of Turkey’s Government dated February eighteen two
thousand twenty one;

- Temporary staying in South Tangerang.

2. Mr. ANTONIUS BONGSO SARTONO, born in Jakarta, on the sixteenth day of May
nineteen forty five (5-16-1945), Indonesian citizen, private employee, residing at Jalan
Bambu Betung VII/16, RT 05, RW 005, Kelurahan Rawa Buaya, Kecamatan
Cengkareng, West Jakarta, DKI Jakarta, holder of Identity Card number with Population
number (NIK): 3173011605450002;
- Temporary staying in South Tangerang.

- I, the notary, know the appearers.

- The appearers acting in their capacities as described above hereby declare that, subject to
the approval and permit from the competent authorities, agree and undertake to jointly
establish a Limited Liability Company on Foreign Investment, which is established under the
Law number 25 of 2007 (two thousand and seven) and subject to the applicable regulations in
Indonesia regarding Limited Liability Companies, namely Law number 40 of 2007 (two
thousand and seven) with articles of association as contained in the deed of establishment
(hereinafter shall be sufficiently abbreviated as “Articles of Association”) as follows:

ARTICLE 1

1. This limited liability company shall be named:

“PT. ONEMORE INTERNATIONAL ASIA” (hereinafter in these Articles of
Association shall be sufficiently abbreviated as the “Company”), having its domicile in
North Jakarta.
2. The Company may open branches or representative offices in any other places, both
within and/or outside the territory of the Republic of Indonesia as may be determined by
the Board of Directors upon approval of the General Meeting of Shareholders.

DURATION OF THE COMPANY ESTABLISHMENT

ARTICLE 2

- The Company is established for an indefinite period of time starting from the date of this
Articles of Association being ratified by the competent authorities with the stipulation that
Law number: 25 of 2007 (two thousand and seven) and its implementing regulations apply to
this Company.

PURPOSES AND OBJECTIVES AND BUSINESS ACTIVITIES

ARTICLE 3

1. The purposes and objectives of this Company shall be:

a. Special Retail Trade on Pharmaceutical Goods and Drugs, Medical Equipments,
Perfumes and Other Cosmetics (47729).
b. Retail Trade Not In Stores, Kiosks, Street Vendors and Other Market Loss YTDL
(47999).
2. To achieve the above purposes and objectives, the Company can carry out the business
activities as follows:
a. includes other special retail trading business activities that are not yet included in
groups 47721 to 47728, such as pharmaceutical drug ingredients and traditional
 medicinal raw materials (simplicia) for humans and animals; as well as laboratory
equipment, pharmaceutical equipment, and medical equipment for animals
including various kinds of glass laboratory equipment (test tubes, measuring
tubes, microscope slides, cuvettes, serum/infusion bottles); porcelain laboratory
equipment (chemical tubes, filter plates, mortar and pestle, crucibles); tools and
equipments for veterinarian such as (surgical instruments and equipments, dental
care instruments and equipments, electro-medical apparatus, thermometers, blood
pressure measurements, and others), animal health equipments, medical diagnostic
tools, etc (47729).
b. includes retail trading of other goods other than groups 47991 to 47998 which is
conducted by selling them around and not having a fixed place or selling them
from house to house/customers. Including trading activities through direct sales or
special distribution systems such as single level marketing and multi level
marketing, as well as retail trade commission agents (47999).

CAPITAL

ARTICLE 4

1. The authorized capital of the Company shall be Rp. 10.000.000.000 (ten billion Rupiahs)
divided into 10.000 (ten thousand) shares, each share having a nominal value of Rp.
1.000.000 (one million Rupiahs).
2. From such authorized capital, the 25 % (twenty five percent) or 2.500 (two thousand five
hundred) shares with a nominal value of Rp. 2.500.000.000 (two billion and five hundred
million Rupiahs) has been issued and paid up by the shareholders who have retrieved for
the shares with details and nominal value of the shares stated at the end of this deed.
3. - Shares in portfolio may be issued by the Company in line with the Company’s needs for
capital upon approval of a General Meeting of Shareholders.
- Shareholders whose names are registered in the Shareholder Register shall have
preemptive right to retrieve the shares which will be issued within 14 (fourteen) days after
the offer and according to the proportion of the number of shares they own as well as the
remaining shares that are not subscribed by the other shareholders.
- If after the 14 (fourteen) days offer period is lapse, there are still remaining shares not
retrieved, the Board of Directors shall have the right to offer the remaining shares to any
third parties.
 SHARES

ARTICLE 5

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

2. Those who may own and use the rights to shares are Foreign Citizen/Foreign Legal Entity
and Indonesian Citizen/Indonesian Legal Entity.
3. Share ownership evidence may be in the form of share certificate.
4. In case the Company does not issue share certificate, share ownership can be proven with
Letter of Statement or note issued by the Company.
5. If share certificates are issued, then each share shall be provided with one share
certificate.
6. A collective share certificate may be issued as evidence of ownership of 2 (two) or more
shares owned by a shareholder.
7. On each share certificate shall at least mention:
a. Name and address of the shareholder;
b. Serial number of the share certificate;
c. Nominal value of the share;
d. Date of issuance of the share certificate;
8. On a collective share certificate shall at least mention:
a. Name and address of the shareholders;
b. Serial number of the collective share certificate;
c. Serial number of shares and quantity of shares;
d. Nominal value of the share;
e. Date of issuance of the collective share certificate;
9. Share certificates and collective share certificates must be signed by a Director of the
Company with the approval of the President Commissioner or other members of the
Board of Commissioners in accordance with the decision of Board of Commissioners
meeting.

DUPLICATE SHARE CERTIFICATE

ARTICLE 6

1. If a share certificate is damaged or no longer usable, upon the request of the relevant
party, the Board of Directors shall issue a duplicate share certificate.
2. The share certificate as referred to in paragraph 1 shall then be destroyed and an official
report is made by the Board of Directors to be reported to the subsequent General
Meeting of Shareholders.
3. If a share certificate is lost, upon the request of the relevant party, the Board of Directors
shall issue a duplicate share certificate provided that, in the opinion of the Board of
Directors, the loss is sufficiently proved and with a warranty considered necessary by the
Board of Directors for each particular case.
4. Once the duplicate share certificate is issued, then the original share certificate shall no
longer be valid for the Company.
5. All expenses incurred by the issuance of a duplicate share certificate shall be borne by the
relevant shareholder.
6. The provisions as referred to in this article 6 shall apply mutatis-mutandis to the issuance
of duplicate collective share certificate.

TRANSFER OF RIGHTS ON SHARE

ARTICLE 7

1. - A transfer of rights on share shall be made by virtue on a rights transfer deed signed by
the transferor and the transferee or their legal proxies;

- The rights transfer deed as referred to in paragraph 1 or a copy thereof shall be

submitted in writing to the Company.

2. A transfer of rights on share shall only be allowed upon approval of a General Meeting of
Shareholders.
3. The shareholder intending to transfer his/her rights on shares shall submit a request of
his/her intention in writing to the General Meeting of Shareholders through the Board of
Directors.
4. The transfer of rights on shares must obtain approval from the competent authority, if the
statutory regulation require it.
5. Starting from the date of the invitation to the General Meeting of Shareholders until the
day of the meeting, the transfer of rights on shares is not permitted.

GENERAL MEETING OF SHAREHOLDERS

ARTICLE 8
1. General Meeting of Shareholders hereinafter referred to as GMS shall be:
a. The annual GMS;
b. Any other GMS hereinafter in these Articles of Association reffered to as an
extraordinary GMS.
2. The term GMS in these Articles of Association shall mean both, namely: the annual GMS
and extraordinary GMS, unless otherwise expressly provided.
3. In the Annual GMS:
a. - The Board of Directors shall submit:
- annual report that has been reviewed by the Board of Commissioners in order to
obtain the approval of the GMS;
- financial report in order to obtain the approval of meeting.
b. The Company’s profit utilization shall be decided, if the Company gains positif profit
balance;
c. The other agendas of the GMS which have been proposed accordingly by observing
the Articles of Association shall be decided.
4. The approval of the annual report and legalization of financial report by the GMS means
giving full settlement and acquittal liability to the Board of Director’s members and
Boards of Commissioners for their management or supervision carried out during the past
fiscal year, as long as the actions are reflected in the Annual Report and Financial Report.
5. Extraordinary GMS may be held any time as considered necessary to discuss and decide
agenda of the meeting, except agenda of the meeting as referred to in paragraph 3 letter a
and letter b, by observing statutory regulation and the Articles of Association.

PLACE AND SUMMONS OF GMS

ARTICLE 9

1. GMS shall be held at the Company’s domicile or at the place where the Company carries
out its business activities in the territory of the Republic of Indonesia.
2. The GMS can also be conducted through teleconference media, video conferences, or
other electronic media facilities that allow GMS participants to see and hear each other
directly and participate in meetings.
3. The GMS shall be held by first summon the shareholders by registered letter and/or by
advertisement in newspaper.
4. The summons shall be conducted at the latest 14 (fourteen) days prior to the GMS
without taking into account the date of the summons and the date of the GMS.
5. GMS shall be chaired by the President Director.
6. If the President Director is absent or indisposed due to any reason whatsoever not
necessarily to be proven to any third party, GMS shall be chaired by one of Director.
7. If all Directors are absent or indisposed due to any reason whatsoever not necessarily to
be proven to any third party, GMS shall be chaired by one of the members of the Board of
Commissioners.
8. If all members of the Board of Commissioners are absent indisposed due to any reason
whatsoever not necessarily to be proven to any third party, GMS shall be chaired by a
person nominated by and from those present in the meeting.
9. In every GMS held, minutes/report of the meeting must be made with the approval and
signed by all GMS participants.