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of the Republic of Indonesia dated 08-10-2021 (the eighth day of October two thousand
twenty-one), Number 81, Supplement Number 31219, with the Notice of Amendment of
such Articles of Association having been received and recorded in the Legal Entity
Administrative System of the Ministry of Law and Human Rights, as evident in the Letter
dated 27-09-2021 (the twenty-seventh day of September two thousand twenty-one),
Number AHU-AH.01.03-0453543;
-with the latest composition of the Company’s Board of Directors and Board of
Commissioners as set forth in the deed of Minutes of Annual General Meeting of
Shareholders drawn up by me, Notary, dated 12-03-2026 (the twelfth day of March two
thousand twenty-six), Number 148.
-The appearers are known to me, Notary.
−The appearers acting in their capacities as aforementioned first explained as follows:
(A) That on Thursday, 12-03-2026 (the twelfth day of March two thousand twenty-
six), at Menara BCA Grand Indonesia, Jalan Mohammad Husni Thamrin Nomor
1, Jakarta 10310, from 14:18 WIB (fourteen eighteen hours, Western Indonesia
Time) until 16:26 WIB (sixteen twenty-six hours, Western Indonesia Time), the
Company held its Annual General Meeting of Shareholders (hereinafter referred
to as the “MEETING”), whose Minutes were written up by me, Notary, dated 12-
03-2026 (the twelfth day of March two thousand twenty-six), Number 148;
(B) That the MEETING was attended and/or represented by the shareholders or their
proxies, representing 107,595,817,698 (one hundred seven billion five hundred
ninety-five million eight hundred seventeen thousand six hundred ninety-eight)
shares or equal to 87.5944% (eighty-seven point five nine four four percent) of
the total outstanding shares of the Company (after deducting the shares
repurchased by the Company/treasury stock and those for BCA Employee Share
Allocation Program), being 122,834,079,112 (one hundred twenty-two billion
eight hundred thirty-four million seventy-nine thousand one hundred twelve)
shares, and therefore the attendance quorum for the sixth agenda item of the
MEETING, namely the amendment of the Company’s Articles of Association as
required by Article 88 paragraph 1 of Law Number 40 of 2007 (two thousand
seven) on Limited Liability Companies (the “Company Law”), Article 42 letter a of
Regulation of the Financial Services Authority No. 15/POJK.04/2020 on the
Planning and Conduct of General Meetings of Shareholders of Public Limited
Companies (“OJK REG 15/2020”) and Article 27 paragraph 1 of the Company’s
Articles of Association had been met;
(C) That the MEETING has adopted several resolutions, among other things, the
resolution on the sixth agenda item of the MEETING, namely the amendment of
the Company’s Articles of Association, as outlined below:
I. Approving the amendment of certain provisions of the Company’s Articles of
Association as contained in the proposed amendment to the Articles of
Association, the highlights of which have been presented at the MEETING,
as well as restating all other provisions of the Company’s Articles of
Association that are not amended and/or deleted as set out in the deeds of
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amendment to the Company’s Articles of Association published in the Official
Gazette (Berita Negara) of the Republic of Indonesia number 81 dated 08-
10-2021 (the eighth day of October two thousand twenty-one), Supplement
Number 31220 and Supplement Number 31219.
II. Granting power and authority to the Board of Directors of the Company with
the right of substitution, to take any and all actions deemed necessary in
relation to the above resolution on the amendment of the Company’s Articles
of Association, including, without limitation, restating/incorporating such
resolution in deeds made before a Notary, either in part or in whole,
amending and/or rewriting all provisions in the Company’s Articles of
Association including making adjustments to the wording of each article and
references to any article, to the extent necessary, as well as submitting an
application for approval and/or notifying the amendment to the Company’s
Articles of Association to the competent authority, without exception..
III. Stating that the grant of power and authority under point II of this resolution
will be effective as of the time the proposal submitted under this agenda item
is approved by the Meeting.
(D) That the appearers in their respective capacities as described in the foregoing
have obtained power and authority from the MEETING to formalize the resolution
concerning the amendment of the Company’s Articles of Association in a notarial
deed, and further amend and/or restate all provisions of the Company’s Articles
of Association including making adjustments to the wording of each article and
references to any article as prescribed in the sixth agenda item of the MEETING
in this notarial deed;
-Then, in connection with the foregoing, the appearers in their respective capacities as
described in the foregoing hereby amend and restate all provisions in the Company’s
Articles of Association, including making adjustments to the spelling or wording of each
article, so that the Company’s Articles of Association shall in their entirety read and be
written as follows:
NAME AND DOMICILE
Article 1
1. This limited liability company shall be called “PT BANK CENTRAL ASIA Tbk”
(hereinafter referred to as the “Company”), having its place of domicile in Central
Jakarta.
2. The Company may open offices, branches, or representative offices at other
locations, whether within or outside the territory of the Republic of Indonesia, as may
be determined by the Board of Directors.
DURATION OF THE COMPANY
Article 2
The Company has been established to exist for an indefinite period, commencing on the
tenth day of October nineteen hundred fifty-five (10-10-1955).
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AIMS AND OBJECTIVES AND BUSINESS ACTIVITIES
Article 3
1. The aim and objective of the Company is :
−to carry on business as a Commercial Bank.
2. In order to achieve the above purpose and objective, the Company may undertake
the following main business activities:
a. to raise public funds in the forms of deposits such as checking accounts (giro),
time deposits, deposit certificates (sertifikat deposito), savings and/or any
other deposits of similar nature;
b. to provide credit facilities;
c. to issue debt acknowledgment letters;
d. to purchase, sell, or underwrite, whether at its own risk or for the benefit of or
at the request of its customers, the following:
i. Drafts, including drafts accepted by a bank with a validity period not more
than the period generally applicable in normal practice for the trading of
such instruments;
ii. Debt acknowledgment letters and other commercial papers, with a validity
period not exceeding the period generally applicable in normal practice
for the trading of such instruments;
iii. State treasury notes and government guarantees;
iv. Bank Indonesia Certificates (SBI);
v. Bonds;
vi. Commercial papers with maturity periods, in accordance with the
prevailing laws and regulations;
vii. Other negotiable papers with maturity periods, in accordance with the
prevailing laws and regulations.
e. to transfer funds, whether for its own benefit or for the benefit of its customers;
f. to place funds at, to borrow funds from, or to lend funds to other banks,
whether by letter, by telecommunication equipment, or by bearer draft,
cheque, or by any other means;
g. to receive payments of receivables from commercial papers and make
calculations with or among third parties;
h. to provide a safe deposit box facility for safekeeping of valuable goods or
documents;
i. to engage in custodial activities for the benefit of other parties under a
contract;
j. to conduct a placement of funds from one customer to another customer in the
form of commercial papers not listed on the stock exchange;
k. to provide factoring (anjak piutang), credit card, and trusteeship services;
l. to provide financing and/or conduct business activities under the Sharia
Principle, whether through the establishment of a subsidiary or through
the formation of a Sharia Business Unit in accordance with the rules and
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regulations issued by the central bank (Bank Indonesia), or the Financial
Services Authority, or any other competent authorities.
m. to carry out foreign exchange activities in accordance with the rules and
regulations issued by the central bank (Bank Indonesia) or the Financial
Services Authority or any other competent authorities;
n. to conduct capital participation in a bank or any other company in the financial
sector, such as a leasing company, venture capital company, securities
company, insurance company, and the clearing, depository, and settlement
institution, subject to the rules and regulations issued by the central bank
(Bank Indonesia) or the Financial Services Authority or any other competent
authorities;
o. to conduct temporary capital participation for the purpose of dealing with credit
failures, provided that such participation must be later withdrawn, subject to
the rules and regulations issued by the central bank (Bank Indonesia) or the
Financial Services Authority or any other competent authorities;
p. to act as the founder (pendiri) and manager (pengurus) of a pension fund in
accordance with the existing rules and regulations on pension funds; and
q. to engage in other activities generally conducted by banks to the extent
permitted by the prevailing laws and regulations, including among others, any
measures for the purpose of restructuring or credit rescue, such as acquiring
collateral, whether in part or in whole, by auction or by other means, if a debtor
defaults on its obligations to the bank, provided that the collateral so acquired
must be realized upon as soon as practicable.
3. To support the Company’s main business activities, the Company may engage in
other supporting business activities generally conducted by banks, provided that
such activities do not conflict with the prevailing laws and regulations.
CAPITAL
Article 4
1. The authorized share capital of the Company amounts to Rp5,500,000,000,000
(five trillion five hundred billion rupiah), divided into 440,000,000,000 (four hundred
forty billion) shares of the Company, each with a nominal value of Rp12.50 (twelve
rupiah and fifty cents).
2. From such authorized share capital, 28.02% (twenty-eight point zero two percent)
or 123,275,050,000 (one hundred twenty-three billion two hundred seventy-five
million fifty thousand) shares of the Company with an aggregate nominal value of
Rp1,540,938,125,000 (one trillion five hundred forty billion nine hundred thirty-eight
million one hundred twenty-five thousand rupiah) have been subscribed for by the
shareholders of the Company.
3. 100% (one hundred percent) of the Company’s subscribed share capital or equal to
Rp1,540,938,125,000 (one trillion five hundred forty billion nine hundred thirty-eight
million one hundred twenty-five thousand Rupiah) has been duly paid up in cash to
the Company.
4. The unissued stock of the Company shall be issued by the Company in accordance
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with the capital needs of the Company, at the time, in the manner, and at the price,
as determined by the Board of Directors, subject to the approval of the General
Meeting of Shareholders, through rights issue (penawaran umum terbatas) or
private placement (penawaran terbatas) with due observance of the provisions of
these Articles of Association, the Law on Limited Liability Companies, the laws and
regulations in the Capital Markets sector, among others, the regulation on a
company’s capital increase without the issue of pre-emptive rights as well as
regulations issued by the Stock Exchange on which the Company’s shares are
listed, provided, always, that no shares of the Company shall be issued at a price
below the nominal value.
−Any shares to be further issued by the Company from its unissued stock must be
fully paid up to the Company upon subscription.
5. The capital contributions may be made to the Company in kind, in the form of
tangible or intangible assets, subject to the following requirements:
a. the assets to be contributed as capital must be announced to the public in the
notice (pemanggilan) of the General Meeting of Shareholders in respect of
the in-kind payment;
b. the assets to be contributed as capital must be appraised by an appraiser
registered at the Financial Services Authority or any other competent
authorities and must not be charged with security interests in any manner
whatsoever.
c. a prior approval from the General Meeting of Shareholders must be obtained,
subject to the quorum requirement as described in Article 23;
d. If the assets to be contributed as capital take the form of the Company’s
shares that are listed on the Stock Exchange, then the price thereof must be
determined according to the fair market price; and
e. If the capital contribution comes from the Company’s undistributed profits
(laba ditahan), capital surplus (agio saham), net profits, and/or other elements
of equity, then such undistributed profits (laba ditahan), capital surplus (agio
saham), net profits, and/or other elements of equity forms of capital
contribution shall have been contained in the latest Annual Financial
Statements audited by a public accountant registered with the Financial
Services Authority or any other competent authorities, with an unmodified
opinion (opini tanpa modifikasian) or any other similar term that may be used
to express an audit result in accordance with the accounting standards then
applicable in Indonesia.
A capital contribution that comes from the set-off/conversion of receivables
shall be made in accordance with the prevailing laws and regulations, as well
as the regulations applicable in the Capital Markets sector.
6. a. An increase in the Company’s share capital through the issue of Equity
Securities (‘Equity Security’ means any share or Security that can be
exchanged for a share or a Security with the right to acquire shares, such as
a convertible bond or a warrant) by the mechanism of subscription must be
done by the grant of Pre-emptive Rights to the Company’s shareholders
whose names are listed in the Company’s Register of Shareholders as of the
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date determined by the General Meeting of Shareholders that approves the
issue of such Equity Securities in the sum proportional to the number of
shares of the Company held by each shareholder registered in the name of
the relevant shareholder as specified in the Company’s Register of
Shareholders as of such date;
b. The Company is entitled to issue Equity Securities without the grant of Pre-
emptive Rights in accordance with the prevailing laws and regulations, as well
as the regulations applicable in the Capital Markets sector;
c. The Pre-emptive Rights shall be transferable and tradable within the period
as stipulated by the laws and regulations applicable in the Capital Markets
sector.
d. If any Equity Securities to be issued by the Company are not subscribed for
by those granted the Pre-emptive Rights, such Equity Securities must first be
allocated to the Company’s shareholders wishing to make additional
subscription for the Equity Securities, provided that if the demand for the
Equity Securities exceeds the number of Equity Securities to be issued, then
such unsubscribed Equity Securities must be allocated in proportion to the
number of Pre-emptive Rights already exercised by each of the Company’s
shareholders wishing to make such additional subscription, one and another
with due observance of the laws and regulations applicable in the Capital
Markets sector;
e. If there are still Equity Securities left unsubscribed by the Company’s
shareholders as described in letter (d) above, then if there are standby
purchasers, such Equity Securities must be allocated to certain parties acting
as standby purchasers at the same price and on the same terms.
f. The Board of Directors may issue the Company’s unissued stock to the
holders of the Equity Securities, which are exchangeable for the Company’s
shares or any Securities vested with the right to acquire the Company’s
shares, subject to the resolution passed by the previous General Meeting of
Shareholders that approved the issue of such Securities.
g. The increase in the paid-up capital shall become effective after the actual
payment has been made and the issued shares shall have the same rights as
any other shares of the same class issued by the Company, without prejudice
to the Company’s obligation to file the necessary notice of such capital
increase to the minister in charge of administering government affairs in the
field of law or any other competent authorities;
h. Any capital increase through the issue of Equity Securities may be carried out
in the manner contrary to the provisions of Article 4 paragraph 6 letter (a) to
letter (g) to the extent permitted by the laws and regulations applicable in the
Capital Markets sector and the regulations of the Stock Exchange on which
the Company’s shares are listed.
7. The provisions of paragraph 4 to paragraph 6 of this Article shall apply mutatis
mutandis to the issue of the Company’s unissued stock in connection with the
increase in the Company’s authorized capital.
8. An increase in the Company’s authorized capital shall be made subject to the
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approval of the General Meeting of Shareholders.
9. An increase in the authorized capital that causes the subscribed and paid-up
capital to become less than 25% (twenty-five percent) of the authorized capital shall
be permitted, provided that :
a. such capital increase has obtained the approval of the General Meeting of
Shareholders;
b. such capital increase has obtained the approval of the minister in charge of
administering government affairs in the field of law or any other competent
authorities;
c. the increase in the subscribed and paid-up capital to at least 25% (twenty-five
percent) of the authorized capital must be made no later than 6 (six) months
after the approval of the minister in charge of administering government
affairs in the field of law or any other competent authorities as referred to in
paragraph 9.b of this Article 4;
d. if the requirements for the increase in the paid-up capital as described in
paragraph 9.c of this Article 4 are not fully satisfied, the Company must
amend its Articles of Association again to ensure that its subscribed and paid-
up capital will reach at least 25% (twenty-five percent) of the authorized
capital with due observance of the prevailing laws and regulations, within 2
(two) months after the required period set out in paragraph 9.c of this Article 4
is not met;
e. the approval of the General Meeting of Shareholders as set forth in paragraph
9.a of this Article 4, including the approval to amend these Articles of
Association as described in paragraph 9.d of this Article 4 has been obtained.
10. Any amendment of the Articles of Association for the purpose of increasing the
authorized capital shall become effective after the paid-up capital has reached at
least 25% (twenty-five percent) of the authorized capital and such shares shall
have the same rights as other shares issued by the Company, without prejudice to
the Company’s obligation to obtain the approval of the minister in charge of
administering government affairs in the field of law or any other competent
authorities for the increase in such paid-up capital;
11. The Company may buy back the paid-up shares up to an amount and in the
manner as stipulated by the prevailing laws and regulations as well as the
regulations applicable in the Capital Markets sector.
SHARES
Article 5
1. All the shares issued by the Company shall be registered shares and issued in the
name of their owners as recorded in the Company’s Register of Shareholders.
2. The Company may issue shares either with or without a nominal value.
The issue of the Company’s shares without a nominal value shall be subject to the
prevailing laws and regulations as well as the regulations applicable in the Capital
Markets sector.
3. The Company shall only acknowledge individuals or corporate entities whose
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names are recorded in the Register of Shareholders as the rightful owners of the
Company’s shares.
4. If for any reason whatsoever the Company’s shares are jointly owned by several
persons, then the joint shareholders shall appoint in writing one of them or another
person as their representative, and only such appointed representative shall be
entitled to exercise the rights in the shares of the Company pursuant to the
prevailing laws.
5. As long as the provision of paragraph 4 of this Article 5 has not yet been satisfied,
the voting right and the right of dividends in such shares cannot be exercised.
6. Any shareholder of the Company shall at all times comply with the provisions of the
Articles of Association and all resolutions duly adopted at the General Meeting of
Shareholders as well as the prevailing laws and regulations.
7. All shares issued by the Company may be charged with security interests subject to
the laws and regulations on the creation of security interests on shares, the laws
and regulations, as well as the regulations applicable in the Capital Markets sector.
8. The Company’s shares that are listed on the Stock Exchange in Indonesia shall be
subject to the laws and regulations applicable in the Capital Markets sector.
SHARE CERTIFICATES
Article 6
1. For the Company’s shares that are not held in the Collective Custody of the
Depository and Settlement Institution (Lembaga Penyimpanan dan Penyelesaian),
the Company shall provide the shareholders with proof of ownership of the
Company’s shares in the form of a share certificate or a collective share certificate.
2. If a share certificate is issued, then for each share of the Company, a piece of
share certificate shall be issued.
3. A collective share certificate may be issued as proof of ownership of 2 (two) or
more shares of the Company held by a shareholder of the Company.
4. A share certificate shall at least set forth:
a. the name and address of the Company’s shareholder;
b. the serial number of the share certificate;
c. the date of issuance of the share certificate;
d. the nominal value of the Company’s share;
e. any other identification details as may be determined by the Board of Directors.
5. A collective share certificate shall at least set forth:
a. the name and address of the Company’s shareholder;
b. the serial number of the collective share certificate;
c. the date of issuance of the collective share certificate;
d. the nominal value of the Company’s share.
e. the number of shares of the Company identified in the collective share
certificate.
f. any other identification details as may be determined by the Board of Directors.
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6. The share certificate and the collective share certificate must be printed in
accordance with the prevailing laws and regulations as well as the regulations
applicable in the Capital Markets sector and must be signed by a member of the
Board of Directors and a member of the Board of Commissioners. Such signatures
may be pre-printed on the share certificate or collective share certificate.
7. For the Company’s shares that are held in the Collective Custody of the Depository
and Settlement Institution (Lembaga Penyimpanan dan Penyelesaian), the
Company shall provide the Depository and Settlement Institution (Lembaga
Penyimpanan dan Penyelesaian) with a certificate or a written confirmation as proof
of recordation in the Company’s Register of Shareholders.
The certificate or the written confirmation shall at least set forth the following:
a. the name and address of the Depository and Settlement Institution or the
Custodian Bank that undertakes the Collective Custody;
b. the date of issuance of the written confirmation;
c. the number of shares of the Company that are identified in the certificate or the
written confirmation;
d. the total nominal value of the Company’s shares that are identified in the
certificate or the written confirmation;
e. a provision that any share of the company that is held in the Collective Custody
shall have the same rights as the others of the same class and are
interchangeable with one another;
f. the provisions stipulated by the Board of Directors for the alteration of the
certificate or the written confirmation.
8. The provisions of paragraph 6 of this Article 6 shall apply mutatis mutandis to the
printing and signing of the certificate or the written confirmation, convertible bonds,
and other equity securities of similar nature.
REPLACEMENT SHARE CERTIFICATES
Article 7
1. If a share certificate is damaged, a replacement share certificate may be issued if:
a. the person requesting the replacement of the share certificate is the relevant
owner of such share certificate; and
b. the Company has received the damaged share certificate.
2. The Company shall destroy the damaged share certificate after issuing the
replacement share certificate.
3. If a share certificate is lost, the replacement share certificate may be issued if:
a. the person requesting the replacement of the share certificate is the relevant
owner of such share certificate; and
b. the Company has received a report from the Police of the Republic of Indonesia
on the loss of such share certificate;
c. the person requesting the replacement of the share certificate provides a
guarantee satisfactory to the Company’s Board of Directors;
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d. the plan to issue the replacement for the lost share certificate has been
announced at the Stock Exchange where the Company’s shares are listed no
later than 14 (fourteen) days prior to the issuance of the replacement share
certificate.
4. The issuance of a replacement share certificate in respect of the Company’s shares
that are listed on the Stock Exchange for reasons other than those described in this
Article 7 shall be subject to the regulations of the Stock Exchange where the
Company’s shares are listed and without prejudice to the prevailing laws and
regulations.
5. After the replacement share certificate is issued, the original share certificate shall
become void or invalid to the Company.
6. All costs and expenses incurred for the issuance of the replacement share
certificate, including the costs for making the announcement as described in
paragraph 3 of this Article 7 shall be borne by the relevant shareholder of the
Company.
7. The provisions of this Article 7 shall apply mutatis mutandis to the issuance of the
replacement collective share certificate of the Company or the replacement
certificate or written confirmation as referred to in paragraph 4 of Article 9 of these
Articles of Association.
REGISTER OF SHAREHOLDERS AND SPECIAL REGISTER
Article 8
1. The Board of Directors shall make and maintain the Company’s Register of
Shareholders and Special Register at the Company’s place of domicile.
2. In the Company’s Register of Shareholders, the following particulars shall be
recorded:
a. the name and address of each shareholder of the Company;
b. the number of shares, serial number, and date of obtaining the Company’s
shares owned by each Shareholder of the Company;
c. the name and address of any individual or corporate entity to whom the right of
pledge (hak gadai) or other security interests over the Company’s shares and
the date of obtaining such right of pledge or other security interests over the
Company’s shares;
d. any other information deemed necessary by the Board of Directors or the
prevailing laws and regulations; and
e. information on payment for the Company’s shares in forms other than cash.
3. The Special Register shall contain information on the ownership of shares held by
the members of the Board of Directors and the Board of Commissioners and their
family members in the Company and/or in other companies and the date of
obtainment of such shares.
4. The Company’s shareholders shall notify the Board of Directors of the Company in
writing of any change of their addresses. As long as the notice has not been made,
any correspondence addressed to a shareholder shall be deemed valid if sent to
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the shareholder’s latest address as recorded in the Register of Shareholders or the
Special Register.
5. The Board of Directors shall properly keep and maintain the Company’s Register of
Shareholders and Special Register.
6. The Board of Directors may appoint and grant powers to a Securities
Administration Bureau (Biro Administrasi Efek) to take care of the recordation and
administration of the Company’s shares in the Company’s Register of
Shareholders.
7. Each shareholder of the Company shall be entitled to view the Company’s Register
of Shareholders and the Special Register during the business hours of the
Company.
8. Any registration or recordation in the Register of Shareholders of the Company,
including the recordation of the sale, transfer, creation of security interests, pledge,
assignment of receivables relating to the Company's shares or the rights or
interests in the Company's shares must be done in accordance with these Articles
of Association, and the Company's shares that are listed on the Stock Exchange in
Indonesia are subject to the laws and regulations applicable in the Capital Markets
sector in Indonesia.
9. At the request of the relevant shareholder of the Company or the pledgee, the
pledge of the Company’s shares must be recorded in the Company’s Register of
Shareholders in the manner as stipulated by the Board of Directors and on the
basis of the evidence satisfactory to the Board of Directors of such pledge of the
Company’s shares.
10. The acknowledgment of the pledge of the Company’s shares by the Company as
required by the provisions of Article 1153 of the Indonesian Civil Code shall be
sufficiently evidenced by the records of such pledge in the Company’s Register of
Shareholders.
COLLECTIVE CUSTODY
Article 9
1. The Company’s shares that are held in the Collective Custody of the Depository
and Settlement Institution must be recorded in the Company’s Register of
Shareholders in the name of the Depository and Settlement Institution in favor of
the account holders of the relevant Depository and Settlement Institution.
2. The Company’s shares that are held in the Collective Custody of a Custodian Bank
or a Securities Company, registered in the securities account at the Depository and
Settlement Institution, shall be recorded in the name of the Custodian Bank or the
Securities Company in favor of the account holders of the Custodian Bank or the
Securities Company.
3. If the Company’s shares that are held in the Collective Custody of the Custodian
Bank constitute part of the portfolio of a mutual fund in the form of collective
investment contract and are not held in the Collective Custody of the Depository
and Settlement Institution, the Company shall record such shares of the Company
in the Company’s Register of Shareholders in the name of the Custodian Bank in
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favour of the participation unit holders of such mutual fund in the form of collective
investment contract.
4. The Company shall issue a certificate or written confirmation to the Depository and
Settlement Institution, as referred to in paragraph 1 of this Article 9, or to the
Custodian Bank, as referred to in paragraphs 2 and 3 of this Article 9, as a proof of
recordation in the Company’s Register of Shareholders.
The certificate or written confirmation shall at least set forth the following:
a. the name and address of the Depository and Settlement Institution or the
Custodian Bank that undertakes the Collective Custody;
b. the date of issuance of the written confirmation;
c. the number of shares of the Company that are identified in the written
confirmation;
d. the total nominal value of the Company’s shares that are identified in the
written confirmation;
e. a provision that any share of the company that is held in the Collective
Custody shall have the same rights as the others of the same class and are
interchangeable with one another;
f. the provisions stipulated by the Board of Directors for the alteration of the
written confirmation.
5. The Company is obliged to change the name of the holder of the Company’s
shares held in the Collective Custody, originally registered in the Company’s
Register of Shareholders in the name of the Depository and Settlement Institution
or the Custodian Bank for a mutual fund in the form of collective investment
contract, to the name of the party appointed by the Depository and Settlement
Institution or the Custodian Bank.
The request for the name change in the Company’s Register of Shareholders shall
be made by the Depository and Settlement Institution or the Custodian Bank to the
Company or the Securities Administration Bureau (Biro Administrasi Efek)
appointed by the Company.
6. The Depository and Settlement Institution, the Custodian Bank or the Securities
Company shall issue a written confirmation to the account holders as proof of
recordation in the securities account (rekening efek).
7. In the Collective Custody, any shares of the Company belonging to the same type
and class, issued by the Company, shall have the same rights and are
interchangeable with one another.
8. The Company shall reject the recordation of the Company’s shares in the Collective
Custody if the share certificate or the collective share certificate is lost or damaged,
unless the party requesting such recordation can provide satisfactory evidence
and/or guarantee that such party is the shareholder of the Company and that the
share certificate or collective share certificate has actually been lost or damaged.
9. The Company shall refuse to record such name change in relation to the shares of
the Company held in the Collective Custody if such shares of the Company are
offered as security, placed in attachment under a court order or seized for the
purpose of any criminal proceedings.
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10. Holders of the securities accounts whose securities are recorded in the Collective
Custody are entitled to participate and/or cast votes in the General Meeting of
Shareholders according to the number of shares of the Company they own in the
securities accounts.
11. The Custodian Bank and the Securities Company shall submit a list of Securities
accounts and the number of shares of the Company owned by each holder of the
Securities account at such Custodian Bank and Securities Company to the
Depository and Settlement Institution, to be further delivered to the Company no
later than 1 (one) business day prior to the date of the notice (pemanggilan) of the
General Meeting of Shareholders or 1 (one) business day prior to the date of
reissue of the notice (pemanggilan ulang) of the General Meeting of Shareholders
(if applicable).
12. The Investment Manager is entitled to participate and cast votes in the General
Meeting of Shareholders in respect of the Company's shares held in the Collective
Custody of the Custodian Bank which constitute part of the portfolio of the mutual
fund in the form of collective investment contract but not included in the Collective
Custody of the Depository and Settlement Institution; provided that the Custodian
Bank shall provide the Company with the name of the Investment Manager no later
than 1 (one) business day prior to the date of the notice (pemanggilan) of the
General Meeting of Shareholders or 1 (one) business day prior to the date of
reissue of the notice (pemanggilan ulang) of the General Meeting of Shareholders
(if applicable).
13. The Company shall deliver to the Depository and Settlement Institution the
dividends, bonus shares or other rights in connection with ownership of the
Company’s shares held in the Collective Custody of the Depository and Settlement
Institution, and the Depository and Settlement Institution shall subsequently deliver
such dividends, bonus shares or other rights to the Custodian Bank and/or the
Securities Company in favor of each Securities account holder at the Custodian
Bank and the Securities Company.
14. The Company shall deliver to the Custodian Bank the dividends, bonus shares or
other rights in connection with ownership of the Company’s shares held in the
Collective Custody of the Custodian Bank which constitute part of the portfolio of
the mutual fund in the form of collective investment contract but not included in the
Collective Custody of the Depository and Settlement Institution.
15. The cut-off date for determining which securities account holders are entitled to
receive the dividends, bonus shares or other rights in connection with ownership of
the Company’s shares held in the Collective Custody shall be stipulated by the
General Meeting of Shareholders; provided that the Custodian Bank and the
Securities Company must submit a list of securities account holders and the
number of shares of the Company owned by each securities account holder to the
Depository and Settlement Institution, no later than the cut-off date for determining
which shareholders of the Company are entitled to receive the dividends, bonus
shares or other rights, and the Depository and Settlement Institution shall
subsequently deliver the same to the Company no later than 1 (one) business day
after the cut-off date for determining which shareholders of the Company are
entitled to receive the dividends, bonus shares or other rights.
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ASSIGNMENT OF SHARES
Article 10
1. In the event of a change of share ownership in the Company, the original owner as
registered in the Company’s Register of Shareholders shall remain to be deemed
as the rightful holder of the Company’s shares until the name of the new
shareholder is recorded in the Company’s Register of Shareholders, one and
another without prejudice to the approval from the competent authorities.
2. Any assignment of the Company’s shares must be evidenced by an assignment
instrument executed by the assignor and the assignee or by their respective
authorized representatives, save for the shares that are traded on the Stock
Exchange in Indonesia, which are subject to the regulations applicable in the
Capital Markets sector.
3. The assignment instrument as referred to in paragraph 2 of this Article 10 shall be
in the form determined by or satisfactory to the Board of Directors and the copy
thereof shall be delivered to the Company; provided that the assignment instrument
for the shares listed on the Stock Exchange in Indonesia shall be subject to the
laws and regulations applicable in the Capital Markets sector.
4. The assignment of the Company’s shares included in the Collective Custody shall
be made by means of a book-entry transfer system from one securities account to
another securities account at the Depository and Settlement Institution, the
Custodian Bank, and the Securities Company.
5. The assignment of the Company’s shares shall be permitted only to the extent that
all the provisions of these Articles of Association and the prevailing laws and
regulations have been fulfilled.
6. The assignment of the Company’s shares shall be recorded in the Company’s
Register of Shareholders.
7. The Board of Directors may refuse to record the assignment of the Company’s
shares in the Company’s Register of Shareholders if the manner of the assignment
or any requirement for the assignment of the Company’s shares is not satisfied.
8. If the Board of Directors refuses to record the assignment of the Company’s
shares, then the Board of Directors shall provide the prospective assignor with a
notice of refusal, together with the reasons therefor, within 30 (thirty) days after the
date on which the request for the recordation of such assignment is received by the
Board of Directors;
9. Any refusal to record the assignment of the Company’s shares that are listed on the
Stock Exchange in Indonesia shall be subject to the prevailing laws and regulations
as well as the regulations applicable in the Capital Markets sector.
10. A person who acquires any interests in the Company’s shares as a consequence of
the decease of a shareholder of the Company or any other causes that may cause
the ownership of the Company’s shares to pass to another person by operation of
law, may, upon providing a proof of their entitlement thereto as may be required at
any time by the Board of Directors, submit a written request to be registered as the
Company’s shareholder.
The recordation of the successor shareholder in the Company’s Register of
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Shareholders shall be done only if the Board of Directors accepts such proof of
entitlement, without prejudice to the provisions of the Articles of Association and
with due observance of the prevailing laws and regulations as well as the
regulations applicable in the Capital Markets sector.
11. All restrictions, prohibitions, and provisions in the Articles of Association which
govern the assignment of the Company’s shares and the registration of the
assignment of the Company’s shares shall also apply mutatis mutandis to the
assignment as referred to in paragraph 10 of this Article 10.
BOARD OF DIRECTORS
Article 11
1. The Company shall be managed and directed by a Board of Directors with the
composition as follows:
a. a President Director;
b. one or more Deputy President Directors; and
c. 2 (two) or more Directors;
2. The members of the Board of Directors shall be appointed by the General Meeting
of Shareholders from candidates who meet the criteria and requirements as
stipulated under the applicable laws and regulations, for a period commencing from
the date stipulated in the General Meeting of Shareholders at which such members
of the Board of Directors are appointed until the close of the 3 rd (third) Annual
General Meeting held after the General Meeting of Shareholders at which such
members of the Board of Directors are appointed.
The members of the Board of Directors of the Company are required to obtain
approval from the Financial Services Authority (Otoritas Jasa Keuangan) prior to
performing their actions, duties, and functions (if required under applicable laws
and regulations).
Any member of the Board of Directors whose term of office has expired may be
reappointed.
3. The quorum and resolution of the General Meeting of Shareholders for the purpose
of appointing and/or dismissing any Director and/or changing the composition of the
Board of Directors shall conform with the provisions set out in Article 23 of these
Articles of Association.
4. The General Meeting of Shareholders may dismiss any member of the Board of
Directors at any time prior to the expiry of their term of office.
Such dismissal shall be effective as of the date stipulated in such meeting.
5. If deemed necessary, the Board of Directors (under a resolution of the Board of
Directors) may appoint one or more Advisors with due observance of the prevailing
laws and regulations.
The Advisor may provide advice to the Board of Directors and/or the Board of
Commissioners, whether upon request or otherwise.
6. The members of the Board of Directors may be given a salary, allowance, and/or
similar benefit, the type and/or amount of which shall be stipulated by the General
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Meeting of Shareholders. In addition, the members of the Board of Directors may
also be given tantieme (bonus), the amount of which shall be determined according
to the performance of the Board of Directors, as reflected by the Company’s
performance.
The General Meeting of Shareholders may delegate the authority vested in it under
this paragraph 6 to the Company’s Board of Commissioners and/or majority
shareholder.
7. The General Meeting of Shareholders may at any time appoint one or more
members of the Board of Directors in order to increase the existing membership of
the Board of Directors or to replace any member of the Board of Directors that is
dismissed pursuant to paragraph 4 of this Article 11 or if there is any vacancy in the
Board of Directors as described in this Article 11, without prejudice to any other
provisions of these Articles of Association.
The term of office of the member of the Board of Directors appointed to increase
the existing membership of the Board of Directors or to replace any member of the
Board of Directors that is dismissed or to fill in the vacancy in the Board of Directors
shall be equal to the remaining term of office of the other incumbent members of
the Board of Directors, or the Director that is replaced or that has caused such
vacancy in the Board of Directors.
8. Any member of the Board of Directors has the right to resign from their office by
providing the Company with a written notice of resignation at least 60 (sixty) days
prior to the intended date of resignation.
Any member of the Board of Directors that has resigned shall be released and
discharged from all liabilities only after the General Meeting of Shareholders has
approved their resignation and granted him or her a release and discharge of
liabilities.
9. The Company shall hold a General Meeting of Shareholders to pass a resolution on
the resignation of such member of the Board of Directors no later than 90 (ninety)
days after receiving the resignation letter.
10. If the Company fails to hold the General Meeting of Shareholders within the period
as specified in paragraph 9 of this Article 11, then after a lapse of such period, the
resignation of the member of the Board of Directors shall become effective without
requiring the approval of the General Meeting of Shareholders.
11. If any member of the Board of Directors resigns, resulting in the membership of the
Board of Directors becoming less than the number as stipulated in paragraph 1 of
this Article 11, then such resignation shall be effective only after the General
Meeting of Shareholders has given its approval in accordance with the prevailing
laws and regulations and after a new member of the Board of Directors has been
appointed to fulfill the required minimum membership of the Board of Directors.
12. The term of office of a member of the Board of Directors shall automatically
terminate if such member:
a. resigns pursuant to the provisions of this Article 11;
b. becomes deceased;
c. is dismissed by the General Meeting of Shareholders;
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d. is declared bankrupt or placed in receivership under a Court decision;
e. ceases to be in compliance with the laws and regulations in force.
13. If, at any time, there is a vacancy in the Board of Directors, namely the membership
of the Board of Directors becoming less than the number specified in paragraph 1
of this Article 11, then within a period of 90 (ninety) days of the occurrence of such
vacancy, a General Meeting of Shareholders must be held to fill the vacancy,
subject to the provisions of paragraph 7 of this Article 11.
14. If, for any reason whatsoever, the membership of the Board of Directors becomes
less than 2 (two) persons, then the Board of Commissioners shall (together with the
members of the Board Directors, if any) temporarily manage the Company, subject
to the obligation to hold the General Meeting of Shareholders within a period of 90
(ninety) days after the date on which the membership of the Board of Directors
becomes less than 2 (two) persons, to appoint new member(s) of the Board
Directors.
In such event, the Board of Commissioners is authorized to temporarily delegate its
authorities to one or more members of the Board of Commissioners to fill the
vacancy in the Board of Directors.
15. No member of the Board of Directors shall have a family relationship up to the
second degree, whether by blood in a straight line or collateral line or by marriage
(affinal relationship) with any other member of the Board of Directors and/or any
member of the Board of Commissioners.
16. A member of the Board of Directors who is in charge of the financial conglomerate
management function or unit may concurrently hold a position as a director in
charge of other functions within the Company and other positions in accordance
with the provisions of applicable laws and regulations; however, they are prohibited
from concurrently holding:
a. any other position that may give rise to a conflict of interest in the performance
of their duties as a member of the Board of Directors responsible for the
financial conglomerate management function or unit; and/or
b. any other position as stipulated under the applicable laws and regulations.
DUTIES AND AUTHORITIES OF THE BOARD OF DIRECTORS
Article 12
1. The Board of Directors shall be fully responsible for the management of the
Company in the best interests of the Company to achieve the Company’s aims and
objectives.
The primary duties of the Board of Directors are as follows:
a. to direct and manage the Company in accordance with the aims and
objectives of the Company;
b. to control, maintain, and manage the Company’s assets in the best interests
of the Company;
c. to create an internal control structure, ensure the proper performance of the
Company’s internal audit function in all levels of management and follow up
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the Company’s internal audit findings in accordance with the policy or
directions provided by the Board of Commissioners; and
d. in the context of managing the financial conglomerate, the duties of the Board
of Directors include implementing integrated corporate governance, risk
management, and capital adequacy of the Company in accordance with
applicable regulations, directives of the Financial Services Authority (Otoritas
Jasa Keuangan), and prevailing laws and regulations, and submitting reports
and information as requested by the Financial Services Authority.
2. All members of the Board of Directors shall, in good faith and with full responsibility,
perform their duties with due observance of the prevailing laws and regulations.
3. The Board of Directors shall represent the Company both within and outside the
court concerning all matters and on any occasion, and bind the Company to other
parties, and other parties to the Company, and take all actions relating to both the
management and the ownership of the Company; provided, however, that with
regard to the following actions, the Board of Directors shall obtain a prior written
approval from the Board of Commissioners:
a. lending money or providing a credit facility or any other banking facility that
has a similar effect to or that results in lending:
i. to a related party as stipulated in the regulations of Bank Indonesia or
the Financial Services Authority or any other competent authorities
concerning the Legal Lending Limit for Commercial Banks;
ii. in a certain amount exceeding the amount stipulated by the Board of
Commissioners from time to time;
b. providing guarantees in favor of another party:
i. to secure the payment obligations of a related party to another party as
described in the regulations of Bank Indonesia or the Financial Services
Authority or any other competent authorities concerning the Legal
Lending Limit for Commercial Banks;
ii. to secure the obligations of another party in an amount exceeding the
amount stipulated by the Board of Commissioners from time to time;
c. purchasing, or otherwise acquiring real property, except for the purpose of
conducting the activities specified in the provisions of point (q) paragraph 2 of
Article 3 of these Articles of Association, in an amount exceeding the amount
stipulated by the Board of Commissioners from time to time;
d. establishing a new company, making or withdrawing from or reducing or
increasing capital participation, except for:
i. an increase in capital participation that comes from the Company’s
dividends, or;
ii. any capital participation for the purpose of a credit rescue;
-with due observance of the prevailing laws and regulations;
e. borrowing money for purposes other than those specified in point (a)
paragraph 2 of Article 3 hereof, in the amount as determined by the Board of
Commissioners from time to time;
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f. transferring or waiving the Company’s right to collect any claims that have
been written off, whether in part or in whole, in the amount as determined by
the Board of Commissioners from time to time;
g. selling or transferring, or disposing of or creating security interests on the
Company’s assets in an amount exceeding the amount as determined by the
Board of Commissioners from time to time but in any event less than or equal
to 1/2 (one-half) of the Company’s net assets as evident in the Company’s
balance sheet, in 1 (one) transaction or several separate or related
transactions, in 1 (one) financial year, and
h. performing certain strategic legal acts or transactions that may have material
adverse effect on the business continuity of the Company; the kinds of such
legal acts or transactions shall be determined by the Board of Commissioners
from time to time;
The Board of Commissioners may give its approval to the Board of Directors
to take one particular action or more than 1 (one) action of the above, and
such approval may from time to time be reviewed, in any event without
prejudice to the prevailing laws and regulations.
4. In order to take any of the following actions:
a. transferring, or disposing of and/or creating security interests on more than
1/2 (one-half) of the Company’s net assets, whether in 1 (one) transaction or
several separate or related transactions in 1 (one) financial year, except for:
i. conducting the Company’s day-to-day business activities; or
ii. implementing one or several Recovery Options as contained in the
Recovery Plan that has been approved by the General Meeting of
Shareholders, provided that such implementation of one or several
Recovery Options described above still requires the approval of the Board
of Commissioners;
or
b. filing an application for bankruptcy or suspension of payment obligations
(penundaan kewajiban pembayaran utang) with the competent authorities;
the Board of Directors must obtain prior approval from the General Meeting of
Shareholders attended by the shareholders of the Company or their lawful proxies
representing at least 3/4 (three quarters) of the total outstanding shares of the
Company with valid voting rights, and the proposal must be approved by more than
3/4 (three quarters) of the total number of voting shares present and/or represented
in the relevant meeting.
5. a. If the quorum as specified in paragraph 4 of this Article 12 is not met, then the
second General Meeting of Shareholders may be held no sooner than 10
(ten) days and no later than 21 (twenty-one) days after the first General
Meeting of Shareholders.
The notice of the second General Meeting of Shareholders shall be provided
no later than 7 (seven) days prior to the date of the second General Meeting
of Shareholders.
The notice of the second General Meeting of Shareholders must contain
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information that the first General Meeting of Shareholders was already held
but the attendance quorum was not met, and other information as may be
required by the prevailing laws and regulations as well as the regulations
applicable in the Capital Markets sector.
The notice of the second General Meeting of Shareholders shall not require a
preliminary notice (pengumuman) that the second General Meeting of
Shareholders shall be summoned, as long as it is held within the period
specified above.
The second General Meeting of Shareholders shall be valid if attended by the
shareholders of the Company or their lawful proxies representing at least 2/3
(two-thirds) of the total outstanding shares of the Company with valid voting
rights, and the resolutions adopted in the second General Meeting of
Shareholders shall be valid if approved by more than 3/4 (three quarters) of
the total number of votes present and/or represented at the relevant meeting.
b. If at the second General Meeting of Shareholders the quorum as specified in
paragraph 5.a of this Article 12 is not met, then at the request of the
Company, the notice, time, attendance quorum, and resolution quorum for the
third General Meeting of Shareholders shall be determined by the Financial
Services Authority or any other competent authorities. The procedure for
requesting and conducting the third General Meeting of Shareholders shall
follow the prevailing laws and regulations as well as the regulations
applicable in the Capital Markets sector.
6. a. No member of the Board of Directors may represent the Company for any
matter or transaction in which their interests conflict with the Company’s
interests.
b. In the event of any conflict of interests as described in paragraph 6.a of this
Article 12, the Company shall be represented by another member of the
Board of Directors (without prejudice to the provisions of these Articles of
Association).
If all members of the Board of Directors have a conflict of interest with the
Company in respect of a matter or transaction, the Company shall be
represented by the Board of Commissioners, which will act for and on behalf
of the Company with respect to such matter or transaction.
c. The provisions of paragraphs 6.a and 6.b of this Article 12 shall not in any way
prejudice the provisions of paragraph 10 of Article 23 of these Articles of
Association.
7. a. Without prejudice to any other provisions of these Articles of Association, the
President Director and a member of the Board of Directors shall be entitled
and authorized to act for and on behalf of the Board of Directors and
represent the Company;
b. If the President Director for any reason is not or has not been appointed or is
prevented from attending or is unavailable (in respect of which no evidence
needs to be given to any third parties), then the Deputy President Director
together with a member of the Board of Directors shall be entitled and
authorized to act for and on behalf of the Board of Directors and represent the
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Company;
c. If the President Director and the Deputy President Director for any reason is
not or has not been appointed or is prevented from attending or is unavailable
(in respect of which no evidence needs to be given to any third parties), then
any 2 (two) Directors shall be entitled and authorized to act for and on behalf
of the Board of Directors and represent the Company;
8. Without prejudice to the Board of Directors’ responsibility, the Board of Directors
may, for certain acts, appoint one or more persons as its proxy(ies) with the
authorities and conditions stipulated by the Board of Directors in a special power of
attorney.
9. The distribution of duties and authorities among the members of the Board of
Directors shall be stipulated by the General Meeting of Shareholders, and such
authority to determine the distribution of the Board of Directors’ duties and
authorities may be delegated to the Board of Commissioners; if the General
Meeting of Shareholders fails to stipulate the distribution of duties and authorities
among the members of the Board of Directors and/or fails to delegate such
authority to the Board of Commissioners, then the distribution of the duties and
authorities among the members of the Board of Directors shall be stipulated under
a decision of the Board of Directors, subject to the approval of the Board of
Commissioners.
10. In relation to the primary duties of the Board of Directors as described in paragraph
1 of this Article 12:
1. the Board of Directors shall be obliged to, among others:
a. conduct the Company’s business activities and ensure that the
Company’s business activities are duly conducted in accordance with
the Company’s objectives and line of business;
b. prepare the Company’s business development plan, the Company’s
business plan and annual budget, including other plans pertaining to
the conduct of the Company’s business and submit them to the Board
of Commissioners;
c. keep and maintain the Company’s books and administrative records
and matters in accordance with common practice applicable to a
company;
d. establish an accounting system based on internal control principles,
especially segregation of the management, recording, safekeeping, and
supervisory functions;
e. assume accountability for and provide all information about the
condition and business operation of the Company in the form of reports
on the Company’s activities, including its financial statements, in the
form of an annual report and any other periodic reports in the manner
and at the time specified in the Articles of Association upon request by
the Board of Commissioners;
f. prepare the Company's organizational structure together with the job
descriptions;
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g. perform other obligations arising under the Articles of Association or as
directed by the Board of Commissioners’ Meeting or the General
Meeting of Shareholders;
2. The Board of Directors shall have the rights and authorities, among others, as
follows:
a. establish policies in directing and managing the Company;
b. establish regulations with regard to the Company’s personnel affairs,
including the determination of salaries, retirement or old age security pension
and other income for the Company’s employees, subject to the prevailing
laws and regulations and/or resolutions of the General Meeting of
Shareholders (if any);
c. appoint and dismiss any employee of the Company in accordance with the
Company’s rules of employment;
d. cause the grant of powers by the Board of Directors to represent the
Company in and out of court to one or several members of the Board of
Directors specifically designated for that purpose or to one or several
employees of the Company, whether individually or collectively with another
person or entity;
e. take any other actions in relation to both management and ownership, in
accordance with the provisions to be further established by the Board of
Commissioners with due observance of the prevailing laws and regulations.
BOARD OF DIRECTORS’ MEETING
Article 13
1. The Board of Directors’ Meeting shall be held periodically, at least 1 (one) time in 1
(one) month, and a joint meeting with the Board of Commissioners shall be held at
least 1 (one) time in 4 (four) months, or at any time if deemed necessary at the
request of one or more members of the Board of Directors and/or the Board of
Commissioners, subject to the prevailing laws and regulations.
2. The President Director shall chair the Board of Directors’ Meeting. If the President
Director is absent or prevented from attending the meeting (in respect of which no
evidence needs to be given to any third parties), the Board of Directors’ Meeting
shall be chaired by the Deputy President Director present at the meeting and
elected by the meeting;
If no Deputy President Director is present at the meeting or if the Deputy President
Director is prevented from attending the meeting (in respect of which no evidence
needs to be given to any third parties), the Board of Directors’ meeting shall be
chaired by a member of the Board of Directors present at the meeting and elected
by the meeting.
3. A member of the Board of Directors may be represented in the Board of Directors’
Meeting by another member of the Board of Directors under a power of attorney.
4. The Board of Directors’ Meeting is valid and entitled to adopt binding resolutions if
more than 1/2 (one-half) of the total membership of the Board of Directors is
present or represented at the meeting.
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5. The resolutions of the Board of Directors’ Meeting must be adopted through
consultation and deliberation among the members to reach a consensus;
If such consensus is not reached, the resolutions shall be adopted by ballot on the
affirmative votes of more than ½ (one-half) of the total number of valid votes cast at
the relevant meeting.
6. Should there be a tie vote, in which the number of affirmative votes and negative
votes are equal, the proposal shall be deemed rejected.
7. a. In the Board of Directors’ Meeting, each member of the Board of Directors is
entitled to cast 1 (one) vote and 1 (one) additional vote for another member of
the Board of Directors they legally represent in the meeting.
b. Blank and invalid votes shall be deemed as never having been cast and non-
existent and thus shall not be counted in determining the total number of
votes cast.
8. The minutes of the Board of Directors’ Meeting shall be signed by all members of
the Board of Directors present at the meeting and distributed to all members of the
Board of Directors. If any member of the Board of Directors fails to sign the minutes
of the Board of Directors’ Meeting, they must give their reasons therefor in writing in
a separate letter, which is attached to the Minutes of the Board of Directors’
Meeting.
The Minutes of the Board of Directors’ Meeting drawn up in the manner as
stipulated in this paragraph 8 shall constitute valid evidence to all members of the
Board of Directors and to any third parties with respect to the resolutions adopted
at the Meeting.
If the Minutes of the Board of Directors’ Meeting are drawn up by a Notary, such
signing shall not be required.
9. The Board of Directors may adopt valid resolutions without holding the Board of
Directors’ Meeting, provided that all members of the Board of Directors have been
notified in writing and have given their approval for the proposals and have signed
the approval.
Any resolution so adopted shall have the same force and effect as those duly
adopted in the Board of Directors’ Meeting.
10. Any member of the Board of Directors who personally in any way, whether directly
or indirectly, has interests in a particular transaction, contract, or proposed contract,
to which the Company is a party, must declare the nature of such interests in a
Board of Directors’ Meeting, and shall not be entitled to vote on all matters
connected with such transaction or contract, unless stipulated otherwise by the
Board of Directors’ Meeting.
BOARD OF COMMISSIONERS
Article 14
1. The Board of Commissioners shall be comprised of at least 3 (three) members and
at most equal to the membership of the Board of Directors, with the following
composition:
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a. a President Commissioner;
b. 2 (two) or more Commissioners;
The Board of Commissioners shall consist of Independent Commissioners and
Non-Independent Commissioners, and the number and composition of each type of
Commissioners shall conform with the prevailing laws and regulations.
2. The members of the Board of Commissioners shall be appointed by the General
Meeting of Shareholders from candidates who meet the criteria and requirements
as stipulated under the applicable laws and regulations, for a period commencing
from the date stipulated by the General Meeting of Shareholders at which such
members of the Board of Commissioners are appointed until the close of the 3 rd
(third) Annual General Meeting held after the General Meeting of Shareholders at
which such members of the Board of Commissioners are appointed.
The members of the Board of Commissioners of the Company are required to
obtain approval from the Financial Services Authority prior to performing their
actions, duties, and functions (if required under the applicable laws and
regulations).
Any member of the Board of Commissioners whose term of office has expired may
be reappointed.
3. The quorum and resolution of the General Meeting of Shareholders for the purpose
of appointing and/or dismissing any member of the Board of Commissioners and/or
changing the composition of the Board of Commissioners of the Company shall
conform with the provisions set out in Article 23 of these Articles of Association.
4. The General Meeting of Shareholders may dismiss any member of the Board of
Commissioners at any time prior to the expiry of their term of office.
Such dismissal shall be effective as of the date stipulated in such meeting.
5. The members of the Board of Commissioners may be given a honorarium,
allowance, and/or similar benefits, the type and/or amount of which shall be
stipulated by the General Meeting of Shareholders. In addition, the members of the
Board of Commissioners may also be given tantieme (bonus), the amount of which
shall be determined according to the performance of the Board of Commissioners,
as reflected by the Company’s performance.
The General Meeting of Shareholders may delegate the authority vested in it under
this paragraph 5 to the Company’s majority shareholder.
6. The General Meeting of Shareholders may at any time appoint one or more
members of the Board of Commissioners in order to increase the existing
membership of the Board of Commissioners or to replace any member of the Board
of Commissioners that is dismissed pursuant to paragraph 4 of this Article 14 or if
there is any vacancy in the Board of Commissioners as described in this paragraph
12 of this Article 14, without prejudice to any other provisions of these Articles of
Association.
The term of office of the member of the Board of Commissioners appointed to
increase the existing membership of the Board of Commissioners or to replace any
member of the Board of Commissioners that is dismissed or to fill in the vacancy in
the Board of Commissioners shall be equal to the remaining term of office of the
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other incumbent members of the Board of Commissioners, or the Commissioner
that is replaced or that has caused such vacancy in the Board of Commissioners.
7. Any member of the Board of Commissioners has the right to resign from their office
by providing the Company with a written notice of resignation at least 60 (sixty)
days prior to the intended date of resignation.
Any member of the Board of Commissioners that has resigned shall be released
and discharged from all liabilities only after the General Meeting of Shareholders
has approved their resignation and granted him or her a release and discharge of
liabilities.
8. The Company shall hold a General Meeting of Shareholders to pass a resolution on
the resignation of such member of the Board of Commissioners no later than 90
(ninety) days after receiving the resignation letter.
9. If the Company fails to hold the General Meeting of Shareholders within the period
as specified in paragraph 8 of this Article 14, then after a lapse of such period, the
resignation of the member of the Board of Commissioners shall become effective
without requiring the approval of the General Meeting of Shareholders.
10. If any member of the Board of Commissioners resigns, resulting in the membership
of the Board of Commissioners becoming less than the number as stipulated in
paragraph 1 of this Article 14, then such resignation shall be effective only after the
General Meeting of Shareholders has given its approval in accordance with the
prevailing laws and regulations and after a new member of the Board of
Commissioners has been appointed to fulfill the required minimum membership of
the Board of Commissioners.
11. The term of office of a member of the Board of Commissioners shall automatically
terminate if such member:
a. is declared bankrupt or placed in receivership under a Court decision;
b. resigns pursuant to the provisions of this Article 14;
c. becomes deceased;
d. is dismissed by the General Meeting of Shareholders;
e. ceases to be in compliance with the laws and regulations in force.
12. If, at any time, there is a vacancy in the Board of Commissioners, namely the
membership of the Board of Commissioners becoming less than the number
specified in paragraph 1 of this Article 14, then within a period of 90 (ninety) days of
the occurrence of such vacancy, a General Meeting of Shareholders must be held
to fill the vacancy, subject to the provisions of paragraph 6 of this Article 14.
13. If, for any reason whatsoever, the Company does not have any member in its
Board of Commissioners, then the Company’s shareholder owning the most shares
shall be entitled to perform the duties and authorities of the Board of
Commissioners, without prejudice to the provisions of paragraphs 10 and 12 of this
Article 14.
14. No member of the Board of Commissioners shall have a family relationship up to
the second degree, whether straight line or collateral line or affinal relationship (in-
laws) with any other member of the Board of Commissioners and/or any member of
the Board of Directors.
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DUTIES AND AUTHORITIES OF THE BOARD OF COMMISSIONERS
Article 15
1. The Board of Commissioners shall have supervisory duties and is responsible for
supervising the Board of Directors’ policies in managing the Company and
providing advice to the Board of Directors;
2. Any member of the Board of Commissioners may, whether collectively or
individually, at any time during the business hours of the Company, enter the
building and yard or other premises used or occupied by the Company and inspect
all books, documents and other evidence, as well as auditing and verifying the
Company’s cash, etc. and obtain information on all actions that the Board of
Directors has taken.
3. The Board of Directors and any member of the Board of Directors shall be obliged
to provide explanations on any matters concerning the Company at the request of
the Board of Commissioners, as may be required by the Board of Commissioners
in performing its duties.
4. The Board of Commissioners may at any time pass a resolution to suspend any
member of the Board of Directors if such member of the Board of Directors is acting
in contravention of the Company’s Articles of Association, harms the Company’s
interests, neglects their duties and/or violates the prevailing laws and regulations.
Such suspension must be notified in writing to the relevant Director together with
the reasons therefor.
Within a period of no later than 90 (ninety) days after the date of the suspension,
the Company must hold a General Meeting of Shareholders to decide whether such
Director shall be permanently dismissed or reinstated in their office, and such
Director shall be given the opportunity to attend the meeting in order to defend
themselves from the charges against them.
5. The General Meeting of Shareholders as referred to in paragraph 4 of this Article
15 shall be chaired by the President Commissioner.
If the President Commissioner is unavailable or prevented from attending the
meeting, then the General Meeting of Shareholders shall be chaired by a member
of the Board of Commissioners appointed by the Board of Commissioners.
If all members of the Board of Commissioners are absent or prevented from
attending the General Meeting of Shareholders, then the General Meeting of
Shareholders shall be chaired by a person elected from the Company’s
shareholders or their proxies present at the meeting.
In respect of the unavailability of the President Commissioner or any Commissioner
at the General Meeting of Shareholders, no evidence needs to be provided to any
third parties.
6. If the General Meeting of Shareholders as described in paragraph 4 of this Article
15 fails to adopt any resolution or after the lapse of the prescribed period the
General Meeting of Shareholders is not held, then the suspension of the member of
the Board of Directors shall automatically be canceled and the relevant Director
shall be reinstated in their office.
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BOARD OF COMMISSIONERS’ MEETING
Article 16
1. The Board of Commissioners’ Meeting shall be held periodically, at least 1 (one)
time in 2 (two) months, and a joint meeting with the Board of Directors shall be held
at least 1 (one) time in 4 (four) months, or at any time if deemed necessary by 2
(two) members of the Board of Commissioners or upon the written request of the
Board of Directors, subject to the prevailing laws and regulations.
2. The Board of Commissioners’ Meeting shall be chaired by the President
Commissioner.
If the President Commissioner is absent or prevented from attending the meeting,
in respect of which no evidence needs to be given to any third parties, the Board of
Commissioners’ Meeting shall 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;
3. A member of the Board of Commissioners may be represented in the Board of
Commissioners’ Meeting by one other member of the Board of Commissioners
under a power of attorney.
4. The Board of Commissioners’ Meeting is valid and entitled to adopt binding
resolutions if more than 1/2 (one-half) of the total membership of the Board of
Commissioners is present or represented at the meeting.
5. The resolutions of the Board of Commissioners’ Meeting must be adopted through
consultation and deliberation to reach a consensus.
If such consensus is not reached, the resolutions shall be adopted by ballot on the
affirmative votes of more than 1/2 (one-half) of the total number of valid votes cast
at the relevant meeting.
6. Should there be a tie vote, in which the number of affirmative votes and negative
votes are equal, the proposal shall be deemed rejected.
7. In the Board of Commissioners’ Meeting, each member of the Board of
Commissioners is entitled to cast 1 (one) vote and 1 (one) additional vote for
another member of the Board of Commissioners they legally represent in the
meeting.
8. Blank and invalid votes shall be deemed as never having been cast and non-
existent and thus shall not be counted in determining the total number of votes
cast.
9. The minutes of the Board of Commissioners’ Meeting shall be signed by all
members of the Board of Commissioners present at the meeting and distributed to
all members of the Board of Commissioners. If any member of the Board of
Commissioners fails to sign the minutes of the Board of Commissioners’ Meeting,
they must give their reasons therefor in writing in a separate letter, which is
attached to the Minutes of the Board of Commissioners’ Meeting.
If the Minutes of the Board of Commissioners’ Meeting are drawn up by a Notary,
such signing shall not be required.
10. The Minutes of the Board of Commissioners’ Meeting drawn up in the manner as
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stipulated in paragraph 9 of this Article 16 shall constitute valid evidence of all
occurrences and resolutions adopted at the relevant meeting, binding on both the
members of the Board of Commissioners and any third parties.
11. The Board of Commissioners may adopt valid resolutions without holding the Board
of Commissioners’ Meeting, provided that all members of the Board of
Commissioners have been notified in writing have given their approval for the
proposals and have signed the approval.
Any resolution so adopted shall have the same force and effect as those duly
adopted in the Board of Commissioners’ Meeting.
12. Any member of the Board of Commissioners who personally in any way, whether
directly or indirectly, has interests in a particular transaction, contract, or proposed
contract, to which the Company is a party, must declare the nature of such interests
in a Board of Commissioners’ Meeting, and shall not be entitled to vote on all
matters connected with such transaction or contract, unless stipulated otherwise by
the Board of Commissioners’ Meeting.
BUSINESS PLAN, FINANCIAL YEAR, AND ANNUAL REPORT
Article 17
1. The financial year of the Company shall commence on 1st (the first day) of January
and shall end on 31st (the thirty-first day) of December in the same calendar year.
On 31st (the thirty-first day) of December of each year, the Company’s books shall
be closed.
2. The Board of Directors shall submit an annual business plan (rencana kerja
tahunan), which also contains the Company’s annual budget, to the Board of
Commissioners to obtain approval from the Board of Commissioners, prior to the
commencement of the subsequent financial year, with due observance of the laws
and regulations applicable in the Capital Markets sector.
3. The Board of Directors shall prepare an annual report that at least contains the
financial statements, consisting of the balance sheet as at the end of the last
financial year in comparison with that of the previous financial year, statement of
profit and loss of the relevant financial year, statement of cash flow and statement
of equity change, including any notes to the financial statements and any other
statements as may be deemed necessary or expedient by the Board of Directors, in
accordance with the prevailing laws and regulations, to be presented to the Annual
General Meeting of Shareholders for approval.
The annual report shall have been made available to the Company’s shareholders
at the Company’s office no later than the date of the notice of the Annual General
Meeting of Shareholders.
4. The annual report as described in paragraph 3 of this Article 17 shall be signed by
all incumbent members of the Board of Directors and the Board of Commissioners
serving in the relevant financial year.
If any member of the Board of Directors and/or the Board of Commissioners fails to
sign the annual report, then they must provide the reasons therefor in writing.
5. The financial statements must be prepared in accordance with the laws and
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regulations to which the Company is subject.
6. The Board of Directors shall appoint a public accountant to audit the Company’s
financial statements.
If the obligation set out in the first sentence of this paragraph is not fulfilled, such
financial statements shall not be ratified by the General Meeting of Shareholders.
The audit report made by the public accountant must be presented in writing to the
General Meeting of Shareholders through the Board of Directors.
7. The Board of Directors must publish the financial statements in accordance with the
regulations applicable in the Capital Markets sector.
8. The approval for the annual report and ratification of the financial statements shall
be given by the General Meeting of Shareholders.
The resolutions on the approval for the annual report and ratification of the financial
statements must be adopted according to the prevailing laws and regulations and
the Company’s Articles of Association.
GENERAL MEETING OF SHAREHOLDERS
Article 18
1. General Meeting of Shareholders means either of the following:
a. The Annual General Meeting of Shareholders, namely the General Meeting of
Shareholders as referred to in Article 19 of these Articles of Association; and
b. The other General Meeting of Shareholders (hereinafter referred to as the
“Extraordinary General Meeting of Shareholders”), namely, a General
Meeting of Shareholders that may be held at any time subject to the
Company’s needs.
2. In these Articles of Association, the term “General Meeting of Shareholders” shall
mean either the Annual General Meeting of Shareholders or the Extraordinary
General Meeting of Shareholders, unless the context expressly indicates otherwise.
3. With due observance of the prevailing laws and regulations, as well as the
regulations applicable in the Capital Markets sector, the General Meeting of
Shareholders may be held at the written request of:
a. 1 (one) or more shareholders of the Company jointly representing 1/10 (one
tenth) or more of the total outstanding shares of the Company with voting
rights; or
b. the Board of Commissioners.
The procedure for requesting and holding the General Meeting of Shareholders as
referred to in the paragraph above shall follow the prevailing laws and regulations,
as well as the regulations applicable in the Capital Markets sector.
If the request for holding the General Meeting of Shareholders is fulfilled by the
Board of Directors or the Board of Commissioners or ordered by the chief judge of
the district court, the shareholder as referred to in paragraph 3 of this Article must
not assign its shares within at least 6 (six) months of
a. the date of the preliminary notice (pengumuman) of the General Meeting of
Shareholders; or
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b. the date of the court order.
For the purpose of the implementation of the provisions of this paragraph, the
Company’s Board of Directors is hereby granted the authority to take any measures
deemed necessary to avoid such assignment of shares with due observance of the
prevailing laws and regulations.
ANNUAL GENERAL MEETING OF SHAREHOLDERS
Article 19
1. The Annual General Meeting of Shareholders shall be held annually, no later than 6
(six) months after the close of the Company’s financial year, unless stipulated
otherwise by the Financial Services Authority or other competent authorities.
2. At the Annual General Meeting of Shareholders:
a. the Board of Directors shall present the Company’s financial statements,
consisting of the balance sheet as at the end of the last financial year in
comparison with that of the previous financial year, statement of profit and loss
of the relevant financial year, statement of cash flow and statement of equity
change, including any notes to the financial statements and any explanations
thereof, audited by a registered public accountant, in order to be ratified by the
meeting;
b. the Board of Directors shall present an annual report on the Company’s
condition and operations, accomplishments, projected growth, major activities
and changes during the financial year and details of all issues affecting the
Company’s business during the financial year and other matters as may be
required by the prevailing laws and regulations, to be approved by the meeting;
c. the Company’s profits shall be appropriated;
d. a registered public accountant shall be appointed or the power of attorney to
appoint such registered public accountant shall be granted;
e. the members of the Board of Directors and the Board of Commissioners are
appointed and/or the composition thereof shall be changed, if necessary;
f. other matters duly put forward at the meeting may be resolved in accordance
with the provisions of these Articles of Association and the prevailing laws and
regulations.
3. The approval for the annual report and the ratification of the financial statements by
the Annual General Meeting of Shareholders shall constitute the grant of full
release and discharge of liability to the members of the Board of Directors and the
Board of Commissioners for their respective duties of management and supervision
performed during the previous financial year to the extent that all actions they have
taken are reflected in the annual report and the financial statements.
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Article 20
The Board of Directors is entitled to hold an Extraordinary General Meeting of
Shareholders.
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VENUE AND NOTICE
OF THE GENERAL MEETING OF SHAREHOLDERS
Article 21
1. The General Meeting of Shareholders shall be held at:
a. the Company’s place of domicile; or
b. the Company’s principal place of business; or
c. the provincial capital of the Company’s place of domicile or principal place of
business; or
d. the province in which the Stock Exchange where the Company’s shares are
listed is located;
provided that such meeting must be held within the territory of the Republic of
Indonesia.
The General Meeting of Shareholders may also be held electronically with due
observance of the prevailing laws and regulations, as well as the regulations
applicable in the Capital Markets sector.
2. Prior to the issuance of the notice (pemanggilan) of the General Meeting of
Shareholders, the person authorized to summon the meeting must make a
preliminary notice (pengumuman) with due observance of the prevailing laws and
regulations, as well as the regulations applicable in the Capital Markets sector.
3. The notice (pemanggilan), including the revision to the notice (ralat pemanggilan)
and the reissue of the notice (pemanggilan ulang) of the General Meeting of
Shareholders shall be made with due observance of the prevailing laws and
regulations as well as the regulations applicable in the Capital Markets sector.
4. Any proposal from the Company’s shareholder shall be included in the agenda for
the General Meeting of Shareholders, if :
a. the proposal is submitted in writing to the Board of Directors by one
shareholder or more (collectively) representing at least 1/20 (one twentieth) of
the total outstanding shares of the Company with valid voting rights;
b. the proposal shall have been received by the Board of Directors at least 7
(seven) days prior to the date of the notice of the relevant meeting; and
c. in the Board of Directors’ opinion, the proposal has a direct bearing on the
Company’s business; and
d. the proposal is put forward in good faith and in the Company’s interests, and
accompanied by the reasons and materials for the proposal to be included in
the meeting agenda. The proposal constitutes an agenda item that requires the
approval of the General Meeting of Shareholders and is not contrary to the
prevailing laws and regulations.
CHAIRPERSON, ELIGIBLE PARTICIPANTS, MINUTES AND SUMMARY OF
MINUTES OF THE GENERAL MEETING OF SHAREHOLDERS
Article 22
1. Unless stipulated otherwise in these Articles of Association, then:
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a. the General Meeting of Shareholders shall be chaired by the President
Commissioner;
If the President Commissioner is absent or prevented from attending the
meeting, the meeting shall be chaired by a member of the Board of
Commissioners appointed by the Board of Commissioners; if all members of
the Board of Commissioners are absent or prevented from attending the
meeting, the meeting shall be chaired by the President Director;
b. if the President Director is absent or prevented from attending the meeting,
then the meeting shall be chaired by the Deputy President Director appointed
by the Board of Directors;
If neither the President Director nor the Deputy President Director is present
at the meeting, or if both the President Director and the Deputy President
Director are prevented from attending the meeting, then the meeting shall be
chaired by any other member of the Board of Directors appointed by the
Board of Directors;
c. If no member of the Board of Commissioners or the Board of Directors is
present at the meeting, then the meeting shall be chaired by any one of the
shareholders of the Company or its proxy present at the meeting and elected
by the meeting on the majority votes of those participating in the meeting.
In respect of a person’s absence from the General Meeting, no evidence needs to
be given to any third parties.
2. a. If the President Commissioner or any member of the Board of Commissioners
appointed by the Board of Commissioners to chair the General Meeting of
Shareholders has a conflict of interests with respect to the agenda items to be
resolved in the General Meeting of Shareholders, then the General Meeting
of Shareholders shall be chaired by another member of the Board of
Commissioners appointed by the Board of Commissioners that does not have
any conflict of interests.
b. If all members of the Board of Commissioners have a conflict of interest with
respect to the agenda items to be resolved, the General Meeting of
Shareholders shall be chaired by the President Director.
c. If the President Director has a conflict of interest with respect to the agenda
items to be resolved in the General Meeting of Shareholders, then the
General Meeting of Shareholders shall be chaired by the Deputy President
Director appointed by the Board of Directors that does not have any conflict of
interest.
d. If both the President Director and the Deputy President Director appointed by
the Board of Directors have a conflict of interest, then the General Meeting of
Shareholders shall be chaired by another member of the Board of Directors
appointed by the Board of Directors that does not have any conflict of
interest.
e. If all members of the Board of Directors have a conflict of interest with respect
to the agenda items to be resolved, the General Meeting of Shareholders
shall be chaired by one of the non-controlling shareholders elected by the
majority of the shareholders present at the General Meeting of Shareholders.
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3. The shareholders entitled to attend the General Meeting of Shareholders are those
whose names are recorded in the Company’s Register of Shareholders 1 (one)
business day prior to the date of the notice of the General Meeting of Shareholders
(or reissue of the notice of the General Meeting of Shareholders or the notice of the
second General Meeting of Shareholders or the third General Meeting of
Shareholders, as the case may be). Those participating in the General Meeting of
Shareholders must prove their eligibility to attend the meeting in accordance with
the requirements as laid down by the Board of Directors or the Board of
Commissioners in the notice of the meeting, provided that any shares of the
Company listed on the Stock Exchange in Indonesia shall be subject to the
regulations of the Stock Exchange in Indonesia on which the Company’s shares
are listed.
4. All the things discussed and resolved in the General Meeting of Shareholders must
be recorded in the minutes of meeting drawn up by a Notary, and such notarial
minutes of meeting shall be sufficiently signed by the witnesses and the relevant
Notary.
The minutes of meeting constitute valid evidence, binding on all shareholders of the
Company and any third parties, on the resolutions and all matters adopted and
discussed in the General Meeting of Shareholders, and must be filed with the
Financial Services Authority or any other competent authorities no later than 30
(thirty) days after the date of the General Meeting of Shareholders or within any
other period as may be stipulated by the Financial Services Authority or other
competent authorities.
5. The Company must prepare a summary of the minutes of General Meeting of
Shareholders with due observance of the prevailing laws and regulations as well as
the regulations applicable in the Capital Markets sector.
6. The announcement of the summary of the minutes of General Meeting of
Shareholders, shall be made with due observance of the prevailing laws and
regulations, as well as the regulations applicable in the Capital Markets sector.
QUORUM, VOTING RIGHTS, AND RESOLUTIONS
Article 23
1. a. Unless otherwise provided in these Articles of Association, the General
Meeting of Shareholders shall be valid and entitled to adopt binding
resolutions if attended and/or represented by the Company’s shareholders
constituting more than 1/2 (one-half) of the total outstanding shares of the
Company with valid voting rights.
b. If the quorum as stipulated in paragraph 1.a is not met, the notice of the
second General Meeting of Shareholders may be issued, without the
obligation to make a preliminary notice that the meeting will be summoned.
c. The second General Meeting of Shareholders shall be held no sooner than
10 (ten) days and no later than 21 (twenty-one) days after the first General
Meeting of Shareholders, with the same requirements and agenda as the
first General Meeting of Shareholders, except for the quorum requirement as
described in point (d) below, and the notice of the meeting shall be issued no
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later than 7 (seven) days prior to the date of the second General Meeting of
Shareholders.
The notice of the second General Meeting of Shareholders must contain
information that the first General Meeting of Shareholders was already held
but the attendance quorum was not met and other information as required by
the prevailing laws and regulations as well as the regulations applicable in
the Capital Markets sector.
The notice of the second General Meeting of Shareholders shall not require
a preliminary notice (pengumuman) that the second General Meeting of
Shareholders will be summoned, as long as it is held within the period
specified above.
d. The second General Meeting of Shareholders shall be valid and entitled to
adopt binding resolutions if attended and/or represented by the Company’s
shareholders and/or their lawful proxies constituting at least 1/3 (one-third) of
the total outstanding shares of the Company with valid voting rights.
e. If the quorum as stipulated in paragraph 1.d of this Article 23 is not met in
the second General Meeting of Shareholders, then at the request of the
Company, the notice of the meeting, time, attendance quorum, and the
quorum to adopt a resolution for the third General Meeting of Shareholders
shall be determined by the Financial Services Authority or any other
competent authorities. The procedure for requesting and conducting the third
General Meeting of Shareholders shall follow the prevailing laws and
regulations as well as the regulations applicable in the Capital Markets
sector.
2. A Company’s shareholder may be represented by another shareholder of the
Company or another person under :
a. a power of attorney made and signed in the form as determined by the
Company’s Board of Directors, without prejudice to the prevailing laws and
regulations on civil evidence; or
b. an electronic power of attorney made according to the prevailing laws and
regulations, as well as the regulations applicable in the Capital Markets sector.
3. The chairperson of the meeting may request that the power of attorney be
produced to him/her prior to the start of the meeting.
4. At the General Meeting of Shareholders, each share of the Company shall entitle
its owner to cast 1 (one) vote.
5. A member of the Board of Directors, a member of the Board of Commissioners and
an employee of the Company may act as a proxy at the General Meeting of
Shareholders, but the vote they cast as a proxy in the meeting shall not be counted
in the ballot.
6. Voting on a person shall be carried out by folded ballot papers without signature
and voting on other matters shall be carried out orally, unless the chairperson of the
meeting stipulates otherwise without any objection from 1 (one) or more
shareholders of the Company collectively representing at least 1/10 (one tenth) of
the total outstanding shares of the Company with valid voting rights.
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7. Any holder of the Company’s voting shares present at the General Meeting of
Shareholders but failing to exercise its right to cast votes (abstention/blank votes)
shall be deemed to have cast the same votes as the majority of the Company’s
shareholders that have cast their votes.
8. All resolutions shall be adopted by means of consultation and deliberation for a
consensus. If such consensus cannot be reached, then the resolutions shall be
adopted upon affirmative votes of more than 1/2 (one-half) of the total number of
voting shares present at the meeting, unless otherwise stipulated in these Articles
of Association.
Should there be a tie vote, in which the number of affirmative votes and negative
votes are equal, the proposal shall be rejected.
9. All matters raised or brought up by the Company’s shareholders during the
discussion or the ballot at the General Meeting of Shareholders must be directly
related to the particular agenda item under discussion.
10. a. A transaction that has a Conflict of Interests (“Transaction with a Conflict of
Interests”) may only be conducted by the Company if such transaction has
obtained prior approval from the General Meeting of Shareholders convened
and held pursuant to the provisions of these Articles of Association; provided,
however, that:
i. the General Meeting of Shareholders is attended or represented by
independent shareholders of the Company owning shares in the
Company constituting more than 1/2 (one-half) of the total number of
voting shares of the Company with valid voting rights owned by all the
independent shareholders; and
ii. the resolution on approval for conducting a Transaction with a Conflict of
Interests is passed by the independent shareholders of the Company
constituting more than 1/2 (one-half) of the total number of shares of the
Company with valid voting rights owned by all the independent
shareholders of the Company;
b. If in the first General Meeting of Shareholders, the number of independent
shareholders of the Company present or represented at the meeting does not
meet the required quorum, the Company may hold the second General
Meeting of Shareholders, and the notice, requirements and procedure for the
second General Meeting of Shareholders shall be subject to the provisions of
Article 23 of these Articles of Association, to pass a resolution on the
Transaction with a Conflict of Interests,
provided that:
i. the second General Meeting of Shareholders is attended or represented
by independent shareholders of the Company owning shares in the
Company constituting more than 1/2 (one-half) of the total number of
voting shares of the Company with valid voting rights owned by all the
independent shareholders of the Company, and;
ii. the resolution on approval for conducting a Transaction with a Conflict of
Interests is passed by the independent shareholders of the Company
owning more than 1/2 (one-half) of the total number of voting shares
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present or represented at the meeting;
c. If in the second General Meeting of Shareholders, the number of independent
shareholders of the Company present or represented at the meeting does not
meet the required quorum, then, at the request of the Company, the notice,
time, and attendance quorum for the third General Meeting of Shareholders
shall be determined by the Financial Services Authority or any other
competent authorities. The procedure for requesting and conducting the third
General Meeting of Shareholders shall follow the prevailing laws and
regulations as well as the regulations applicable in the Capital Markets sector.
d. The resolutions adopted in the third General Meeting of Shareholders shall be
valid if approved by the independent shareholders representing more than 1/2
(one-half) of the total number of shares owned by the independent
shareholders present at the meeting.
e. Any shareholder that has a conflict of Interests shall be deemed to cast the
same vote as the independent shareholders that do not have any conflict of
interests.
11. In a ballot, any vote cast by a shareholder shall apply to all of the shares of such
shareholder, and the shareholder must not grant powers to more than one proxy
tp cast different different votes in respect of any part of its shares, except for:
a. a custodian bank or a securities company acting as the custodian in favour of
its customers as the owners of the Company’s shares;
b. an investment manager that represents the interests of the mutual fund under
its management.
12. The Company’s shares shall not have any voting rights and shall not be counted in
determining the quorum, if :
a. the Company’s shares are controlled by the Company itself;
b. the shares of the parent Company that are controlled by any of its
subsidiaries, whether directly or indirectly, or the Company’s shares that are
controlled by another company directly or indirectly are owned by the
Company.
ELECTRONIC GENERAL MEETING OF SHAREHOLDERS
Article 24
1. If the Company decides to hold an electronic General Meeting of Shareholders,
the Company must:
a. set out the plan to hold such electronic General Meeting of Shareholders in:
i. the preliminary notice (pengumuman) of General Meeting of
Shareholders; and
ii. the notice (pemanggilan) of General Meeting of Shareholders;
and
b. hold a physical General Meeting of Shareholders, which shall be attended at
least by:
i. the chairperson of the General Meeting of Shareholders;
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ii. 1 (one) member of the Board of Directors and/or 1 (one) member of the
Board of Commissioners; and
iii. a capital market supporting professional who assists in the conduct of the
General Meeting of Shareholders.
The venue for the electronic GMS shall be the venue at which the physical GMS
is held as described in paragraph 1.b of Article 24.
2. The number of shareholders or proxies for the shareholders that are permitted to
physically attend the meeting may be determined by the Company, provided that
the shareholders or proxies for the shareholders that first confirm their physical
attendance at the meeting shall be given priority to physically attend the meeting
until the stipulated maximum attendee limit is reached.
3. The electronic participation of the shareholders through the system for conducting
electronic General Meetings of Shareholders, as provided by the provider of the
electronic General Meeting of Shareholders system or through the Company’s own
system, may replace the physical attendance of the shareholders and will be
counted in determining the attendance quorum;
4. Under certain conditions determined by the Government of the Republic of
Indonesia or with the approval of the Financial Services Authority or any other
competent authorities, the Company may choose not to hold the physical General
Meeting of Shareholders as referred to in paragraph 1.b of Article 24 or set the limit
on the number of shareholders physically attending the meeting, whether in part or
in whole, in relation to the conduct of the electronic General Meeting of
Shareholders.
In the event the Company does not hold the physical General Meeting of
Shareholders as referred to in paragraph 1.b of Article 24, the venue for the
General Meeting of Shareholders shall be the place of domicile of the provider of
the electronic General Meeting of Shareholders system or the Company‘s place of
domicile if the Company conducts the electronic General Meeting of Shareholders
using the Company’s own system.
5. The minutes of the electronic General Meeting of Shareholders must be made in a
notarial deed by a notary registered at the Financial Services Authority or any other
competent authorities, without requiring the signatures of the participants of the
General Meeting of Shareholders
6. The procedure for conducting the electronic General Meeting of Shareholders shall
be governed by the prevailing laws and regulations, as well as the regulations
applicable in the Capital Markets sector on the Conduct of Electronic General
Meetings of Shareholders by Public Limited Companies. The other provisions in the
Company’s Articles of Association regarding the conduct of the General Meeting of
Shareholders shall remain applicable to the extent not specifically stipulated
otherwise in this Article 24 and the relevant regulations stated therein.
APPROPRIATION OF PROFIT
Article 25
1. The Board of Directors shall make a proposal to the Annual General Meeting of
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Shareholders concerning the appropriation of the Company’s net profit to the extent
showing a positive balance in the balance sheet and profit and loss statement
ratified by the Annual General Meeting of Shareholders.
Such proposal may set forth the amount of undistributed net profit to be allocated
for reserve fund as referred to in Article 26 below, as well as the amount of
dividends to be distributed.
One and another without prejudice to the right of the General Meeting of
Shareholders to stipulate otherwise.
2. Payment of dividends shall be made subject to the resolution of the General
Meeting of Shareholders.
The resolution of the General Meeting of Shareholders concerning the payment of
dividends shall also determine the time of payment and the form of the dividends.
The dividend on a Company’s shares shall be paid to the person in whose name
such share of the Company is recorded in the Company’s Register of Shareholders
as at the business day to be determined by or on behalf of the General Meeting of
Shareholders. The payment of cash dividends to the eligible shareholders shall be
made in accordance with the prevailing laws and regulations.
The announcement of the dividend distribution shall be made in accordance with
the laws and regulations applicable in the Capital Markets sector.
3. The Board of Directors, subject to the approval of the Board of Commissioners’
Meeting, shall be entitled to distribute interim dividends as long as the Company’s
financial condition so permits; provided, further, that such interim dividends shall be
calculated against the dividends to be distributed under the resolution of the
following Annual General Meeting of Shareholders duly adopted in accordance with
these Articles of Association.
4. If the net profit calculation in a financial year shows a loss that cannot be offset
against the reserve fund as referred to in Article 26 below, then such loss shall
remain to be recorded and entered in the statement of profit and loss, without
prejudice to the prevailing laws and regulations.
5. Any dividends left unclaimed for a period of 5 (five) years after the payment date
shall be deposited in the special reserve account.
The dividends deposited in the special reserve account may be claimed by the
shareholder of the Company entitled thereto by producing the proof of its
entitlement to such dividends to the satisfaction of the Company’s Board of
Directors and according to the procedure prescribed by the General Meeting of
Shareholders.
Any dividends deposited in the special reserve account and remaining unclaimed
for a period of 10 (ten) years of the date on which such unclaimed dividends are
deposited in the special reserve account shall become the property of the
Company.
APPROPRIATION OF RESERVE FUND
Article 26
1. The General Meeting of Shareholders shall determine the amount of net profit to be
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set aside as reserve fund, upon considering the recommendation of the Board of
Directors (if any), with due observance of the prevailing laws and regulations.
2. A reserve fund up to at least 20% (twenty percent) of the amount of the subscribed
capital shall be used only to offset the loss suffered by the Company that cannot
otherwise be offset by other reserve funds.
The General Meeting of Shareholders may stipulate that the reserve fund in an
amount exceeding 20% (twenty percent) of the amount of the subscribed capital
can be appropriated for other needs of the Company.
3. The Board of Directors shall manage the reserve fund in a manner deemed fit and
expedient by the Board of Directors, subject to the approval of the Board of
Commissioners and with due observance of the prevailing laws and regulations, to
esure that such reserve fund will earn profits.
4. Any profit earned from the reserve fund shall be recorded in the Company’s
statement of profit and loss.
5. Apart from the reserve fund as referred to in paragraph 1 of this Article 26, the
Company may establish other reserve funds for other purposes.
AMENDMENT OF THE ARTICLES OF ASSOCIATION
Article 27
1. Any amendment of the Articles of Association shall be made under a resolution of
the General Meeting of Shareholders attended by the Company’s shareholders
representing at least 2/3 (two-thirds) of the total outstanding shares of the
Company with valid voting rights, and such proposal concerning the amendment of
the Articles of Association shall be approved by more than 2/3 (two-thirds) of the
total voting shares present at such meeting.
The amendment to the Articles of Association must be made in a notarial deed in
Indonesian language.
2. Any amendment to the Articles of Association that concerns the change of the
Company’s name, place of domicile, aims and objectives, business activities,
duration, amount of authorized capital, reduction in the subscribed and paid-up
capital and change of the Company’s status from a private company to a public
limited company or vice versa, must obtain the approval of the minister in charge of
administering government affairs in the field of law or any other competent
authorities.
3. Any amendment to the Articles of Association that concerns any matters other than
those described in paragraph 2 of this Article 27 shall be sufficiently notified to the
minister in charge of administering government affairs in the field of law or any
other competent authorities.
4. If the quorum is not met in the General Meeting of Shareholders referred to in
paragraph 1 of this Article 27, then the second General Meeting of Shareholders
may be held no sooner than 10 (ten) days and no later than 21 (twenty-one) days
after the first General Meeting of Shareholders with the same requirements and
agenda as the first General Meeting of Shareholders, except that the notice of the
meeting must be issued no later than 7 (seven) days prior to the date of the second
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General Meeting of Shareholders.
The notice of the second General Meeting of Shareholders must contain
information that the first General Meeting of Shareholders was already held but the
attendance quorum was not met, and other information as may be required by the
prevailing laws and regulations as well as the regulations applicable in the Capital
Markets sector.
The notice of the second General Meeting of Shareholders shall not require a
preliminary notice (pengumuman) that the second General Meeting of
Shareholders will be summoned, as long as the second General Meeting of
Shareholders is held within the period specified above.
The second General Meeting of Shareholders shall be valid if attended by the
Company’s shareholders representing at least 3/5 (three-fifths) of the total
outstanding shares of the Company with valid voting rights and the proposal
regarding the amendment of the Articles of Association is approved by more than
1/2 (one-half) of the total number of voting shares present at the meeting.
5. If the quorum as required in paragraph 4 of this Article 27 is not met, then at the
request of the Company, the notice, time, attendance quorum, and quorum to adopt
a resolution for the third General Meeting of Shareholders shall be determined by
the Financial Services Authority or any other competent authorities. The procedure
for requesting and conducting the third General Meeting of Shareholders shall
follow the prevailing laws and regulations as well as the regulations applicable in
the Capital Markets sector.
6. The Board of Directors must notify all creditors of the Company of any resolution
concerning the reduction in the Company’s capital by announcing the same in 1
(one) or more Indonesian language daily newspapers with wide circulation in the
territory of the Republic of Indonesia, no later than 7 (seven) days of the date of the
resolution on the capital reduction.
7. The provisions of the foregoing paragraphs shall apply without prejudice to the
approval of the competent authorities as may be required by the prevailing laws
and regulations.
MERGER, CONSOLIDATION, ACQUISITION, AND DEMERGER
Article 28
1. With due observance of the prevailing laws and regulations, merger, consolidation,
acquisition, and demerger may be conducted only under the resolution of the
General Meeting of Shareholders attended by the Company’s shareholders
representing at least 3/4 (three quarters) of the total number of outstanding shares
of the Company with valid voting rights, and such proposal must be approved by
more than 3/4 (three quarters) of the total number of voting shares present at the
meeting.
2. a. If the quorum as stipulated in paragraph 1 of this Article 28 is not met, then the
second General Meeting of Shareholders may be held no sooner than 10 (ten)
days and no later than 21 (twenty-one) days after the first General Meeting of
Shareholders with the same requirements and procedure as the first General
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Meeting of Shareholders, except for the quorum as stipulated in paragraph 1 of
this Article 28 and the notice of the meeting shall be issued no later than 7
(seven) days prior to the date of the second General Meeting of Shareholders.
The notice of the second General Meeting of Shareholders must contain
information that the first General Meeting of Shareholders was already held but
the attendance quorum was not met, and other information as may be required
by the prevailing laws and regulations as well as the regulations applicable in
the Capital Markets sector.
The notice of the second General Meeting of Shareholders shall not require a
preliminary notice (pengumuman) that the second General Meeting of
Shareholders will be summoned, as long as the second General Meeting of
Shareholders is held within the period specified above.
The second General Meeting of Shareholders shall be valid if attended by the
shareholders of the Company or their lawful proxies representing at least 2/3
(two-thirds) of the total number of outstanding shares of the Company with valid
voting rights and the proposal is approved by more than 3/4 (three quarters) of
the total number of voting shares present at the meeting.
b. If the quorum as stipulated in paragraph 2.a of this Article 28 is not met, then at
the request of the Company, the notice, time, attendance quorum, and quorum
to adopt a resolution for the third General Meeting of Shareholders shall be
determined by the Financial Services Authority or any other competent
authorities. The procedure for requesting and conducting the third General
Meeting of Shareholders shall follow the prevailing laws and regulations as well
as the regulations applicable in the Capital Markets sector.
3. The Board of Directors shall announce the summary of the merger, consolidation,
acquisition, or demerger plan in 1 (one) Indonesian language daily newspaper with
nationwide circulation as may be determined by the Board of Directors and provide
the employees with a written announcement of the same no later than 30 (thirty)
days prior to the date of the notice of the General Meeting of Shareholders that will
be held to pass a resolution on the proposed merger, consolidation, acquisition, or
demerger.
DISSOLUTION AND LIQUIDATION
Article 29
1. With due observance of the prevailing laws and regulations, the dissolution of the
Company may be conducted only under the resolution of the General Meeting of
Shareholders attended by the Company’s shareholders and/or their lawful proxies
representing at least 3/4 (three quarters) of the total number of outstanding shares
of the Company with valid voting rights, and the proposal shall be approved by
more than 3/4 (three quarters) of the total number of voting shares present at the
meeting.
2. a. If the quorum stipulated in paragraph 1 of this Article 29 is not met, then the
second General Meeting of Shareholders may be held no sooner than 10
(ten) days and no later than 21 (twenty-one) days after the first General
Meeting of Shareholders with the same requirements and procedure as the
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first General Meeting of Shareholders, except for the quorum as stipulated in
paragraph 1 of this Article 29 and the notice of the meeting shall be issued no
later than 7 (seven) days prior to the date of the second General Meeting of
Shareholders.
The notice of the second General Meeting of Shareholders must contain
information that the first General Meeting of Shareholders was already held
but the attendance quorum was not met, and other information as may be
required by the prevailing laws and regulations as well as the regulations
applicable in the Capital Markets sector.
The notice of the second General Meeting of Shareholders shall not require a
preliminary notice (pengumuman) that the second General Meeting of
Shareholders will be summoned, as long as the second General Meeting of
Shareholders is held within the period specified above.
The second General Meeting of Shareholders shall be valid if attended by the
shareholders of the Company or their lawful proxies representing at least 2/3
(two-thirds) of the total number of outstanding shares of the Company with
valid voting rights, and the proposal is approved by more than 3/4 (three
quarters) of the total number of voting shares present at the meeting
b. If the quorum stipulated in paragraph 2a of this Article 29 is not met, then at
the request of the Company, the notice, time, attendance quorum, and
quorum to adopt a resolution of the third General Meeting of Shareholders
shall be determined by the Financial Services Authority or any other
competent authorities. The procedure for requesting and conducting the third
General Meeting of Shareholders shall follow the prevailing laws and
regulations as well as the regulations applicable in the Capital Markets sector.
3. If the Company is dissolved under the resolution of the General Meeting of
Shareholders or a court order, then the Company must be placed in liquidation
conducted by a liquidator.
4. The Board of Directors shall act as the liquidator if the General Meeting of
Shareholders referred to in paragraph 1 of this Article 29 fails to appoint another
liquidator.
5. The fee for the liquidator shall be determined by the General Meeting of
Shareholders or by the Court under the resolution or court order that requires the
dissolution of the Company.
6. The liquidator shall notify such dissolution to all creditors by announcing it in the
Official Gazette of the Republic of Indonesia and in 1 (one) Indonesian language
daily newspaper with wide circulation in the territory of the Republic of Indonesia as
determined by the Board of Directors, and to the minister in charge of administering
government affairs in the field of law, the Financial Services Authority or other
competent authorities, according to the prevailing laws and regulations.
7. The Company’s Articles of Association as contained in the deed of establishment
and any future amendments thereto shall remain in force until the liquidator’s
statement of account is ratified by the General Meeting of Shareholders.
The quorum and resolution of the General Meeting of Shareholders to ratify the
liquidator’s statement of account are subject to the provisions in Article 23 of these
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Articles of Association.
Ratification of the liquidator’s statement account shall mean a full release and
discharge of the liquidator’s liabilities for any actions taken in liquidating the
Company, to the extent that such actions are reflected in the liquidator’s statement
of account.
8. Any assets remaining after the liquidation shall be distributed among the
Company’s shareholders, each entitled to receive the same in proportion to the
total nominal value of the Company’s paid-up shares they hold.
9. The liquidator must also announce the plan to distribute the remaining assets after
the liquidation in the Official Gazette of the Republic of Indonesia and at least in 1
(one) Indonesian language daily newspaper with nationwide circulation as
determined by the liquidator, with due observance of the prevailing laws and
regulations as well as the regulations applicable in the Capital Markets sector.
10. In the event of the Company’s dissolution, the Company shall not perform any legal
act except to the extent that such act is necessary for the winding-up process.
11. The winding-up process as set out in paragraph 10 of this Article 29 shall include all
actions as may be required by the prevailing laws and regulations as well as the
regulations applicable in the Capital Markets sector.
CONCLUDING PROVISIONS
Article 30
1. Any matters not provided for or otherwise not sufficiently provided for in these
Articles of Association shall be resolved in the General Meeting of Shareholders, in
accordance with the provisions of these Articles of Association.
2. Unless stipulated otherwise herein, the word “day” means a calendar day.
3. With respect to the implementation of these Articles of Association:
a. the Company’s shareholders shall be deemed to have elected their
permanent and common domiciles at their respective addresses as recorded
in the Company’s Register of Shareholders; and
b. the members of the Board of Directors and the members of the Board of
Commissioners shall be deemed to have elected their permanent and
common domiciles at their respective addresses as notified in writing to the
Board of Directors according to these Articles of Association.
4. The shares of the Company held by the Controlling Shareholder and/or the
Ultimate Controlling Shareholder must not be pledged or otherwise offered as
collateral in favor of any other party. This prohibition shall not apply if the shares
owned by the Controlling Shareholder and/or the Ultimate Controlling Shareholder
are pledged or offered as collateral to:
a. an institution or authority vested with the authority to conduct the resolution
or handling of problems of banks, insurance companies, and sharia
insurance companies; or
b. any other institution or authority designated by the competent authority.
5. Members of the Company’s financial conglomerate are prohibited from becoming
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Names mentioned 8 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Ministry of Law and Human Rights
p.2
unresolved
org
Financial Services Authority
p.2 ×25
unresolved
org
Bank Indonesia
p.4 ×7
unresolved
org
Bank Indonesia Certificates
p.4
unresolved
org
Government of the Republic of Indonesia
p.38
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