Undang-Undang Perseroan Terbatas / Limited Liability Company Nomor 40 Tahun 2007 [english version] II (article 61-100)

Article 61

(1) Each shareholder shall have the right to file a suit against the Company to the District Court if they suffer losses due the action of the Company which is considered to be unfair and unreasonable as a result of a resolution of the GMS, the Board of Directors, and/or the Board of Commissioners.

(2) The suits as referred to in paragraph (1) shall be submitted to the District Court which jurisdiction covers the domicile of the Company.

Article 62

(1) Each shareholder shall have the right to request the Company to purchase its shares with a reasonable price if the shareholder concerned does not agree with the action of the Company which harm the shareholders or the Company in the form of :

a. amendments to the articles of association;

b. the transfer or the encumbrance of the Company’s assets, having a nominal value of more than 50% (fifty percent) of the net assets of the Company; or

c. Merger, Consolidation, Acquisition, or Separation.

(2) In the event that the shares requested to be purchased as referred to in paragraph (1) exceeds the limit of the buy back requirements by the Company as referred to in Article 37 paragraph (1) letter b, the Company is obliged to endeavor that the remaining shares be purchased by a third party.

CHAPTER V

WORK PLAN, ANNUAL REPORT, AND THE USE OF PROFITS

Part One

Work Plan

Article 63

(1) The Board of Directors shall prepare an annual work plan prior to the commencement of the coming financial year.

(2) The work plan as referred to in paragraph (1) shall also contain annual budget of the Company for the coming financial year.

Article 64

(1) The work plan as referred to in Article 63 shall be delivered to the Board of Commissioners or the GMS as stated in the articles of association.

(2) The articles of association may determine the work plan delivered by the Board of Directors as referred to in paragraph (1) must obtain the approval from the Board of Commissioners or the GMS, unless determined otherwise in the legislations.

(3) In the event that the articles of association determine that the work plan is subject to approval from the GMS, such work plan must first be reviewed by the Board of Commissioners.

Article 65

(1) In the event that the Board of Directors fail to deliver the work plan as referred to in Article 64, the work plan from the previous year shall apply.

(2) The work plan from the previous years hall also apply for the Company which work plan has not yet obtained approval as stated in the articles of association or the legislations.

Part One

Annual Report

Article 66

(1) The Board of Directors shall submit an annual report to the GMS after it has been reviewed by the Board of Commissioners, no later than 6 (six) months after the Company’s accounting year ends.

(2) The annual report as referred to in paragraph (1) shall at least contain the following :

a. financial statement which at least consists of the current balance sheet of the latest accounting year in comparison with the previous accounting year, profit and loss statement from the relevant accounting year, cash flows, report on the equity changes, and the record on such financial statement;

b. report on the Company’s activities;

c. report on the implementation of Social and Environmental Responsibility;

d. details on issues which occurs during the accounting year which is affecting the Company’s activities;

e. report on supervisory duty that has been performed by the Board of Commissioners during the previous accounting year;

f. name of the members of the Board of Directors and Board of Commissioners;

g. salary and compensation for the members of Board of Directors, and salary or honorarium and compensation for the members of the Board of Commissioners of the Company for the previous year.

(3) Financial statement as referred to in paragraph (2) letter a, shall be prepared based on the accounting standard.

(4) The mandatory audited of Company’s balance sheet and relevant profit and loss statement as referred to in paragraph (2) letter as, shall be submitted to the Minister in accordance with the provision of the regulation.

Article 67

(1) Annual report as referred to in Article 66 paragraph (1) shall be signed by all members of the Board of Directors and Board of Commissioners during their service period at the relevant accounting year, and it shall be provided in the Company’s office as of the date of notice for GMS in order to be examined by the shareholders.

(2) In the event there are any member of the Board of Directors or Board of Commissioners who fails to sign the annual report as referred to in paragraph (1), such relevant member shall specify the reasons in writing, or such reason shall be specified by the Board of Directors in a separate letter attached to the annual report.

(3) In the event there are any member of the Board of Directors or Board of Commissioners who fails both to sign the annual report as referred to in paragraph (1) and to specify the reasons in writing, it shall be deemed that the relevant member has approved the annual report.

Article 68

(1) The Board of Directors shall be obliged to submit the annual report of the Company to be audited by a public accountant if :

a. the activities of the Company is to collect and/or to manage the community’s fund;

b. The Company issues a debt acknowledgement letter to the public;

c. The Company constitutes an Issuer;

d. The Company constitutes a stated owned company;

e. The Company owns assets and/or business with the minimum value of Rp 50.000.000.000,00 (fifty billion rupiah).

f. It is obliged pursuant to the prevailing regulation.

(2) In the event the obligations as referred to in paragraph (1) fail to be fulfilled, the financial statement shall not be ratified by the GMS.

(3) The report on the audit result by the public accountant as referred to in paragraph (1) shall be submitted in writing to the GMS through the Board of Directors.

(4) The Balance Sheet and profit and loss statement from the financial statement as referred to in paragraph (1) letter a, letter b, and letter c after having obtained approval from the GMS, shall be announced to public in 1 (one) Newspaper.

(5) The announcement of Balance Sheet and profit and loss statement as referred to in paragraph (4) shall be performed no later than 7 (seven) days as of the date of ratification by the GMS..

(6) The reduction of the amount as referred to in paragraph (1) letter e, shall be further stipulated with a Government Regulation.

Article 69

(1) The approval on annual report including the ratification of financial statement and the report on supervisory duty of the Board of Commissioners shall be performed by the GMS.

(2) The resolution over the ratification on the financial statement and approval on the annual report as referred to in paragraph (1) shall be stipulated based on the provision as stated herein and/or the articles of association.

(3) In the event that it is proven that the financial statement is inaccurate and incorrect, the members of the Board of Directors shall jointly or severally liable to the inflicted loss party.

(4) The member of the Board of Directors and Board of Commissioners shall be fully discharged and released against any responsibility as referred to in paragraph (3) if it is proven that such condition is not resulted from their fault.

Part Three

Use of Net Earnings

Article 70

(1) The Company shall be obliged to allocate a certain amount from the net earnings of each accounting year for reserve fund.

(2) The obligation to allocate the reserve fund as referred to in paragraph (1) shall apply if the Company possesses a positive profit balance.

(3) The allocation of net earnings as referred to in paragraph (1) shall be performed up to an amount of 20% (twenty percent) from issued and paid-up capital.

(4) The reserve fund as referred to in paragraph (1) which has not yet reached the amount as referred to in paragraph (3) may only be utilized to cover the loss that can not be covered by other reserves.

Article 71

(1) The use of net earnings including the amount of allocation for reserve fund as referred to in Article 70 paragraph (1) shall be determined by the GMS.

(2) All net earnings after deduction for reserve fund as referred to in Article 70 paragraph (1) shall be distributed to the shareholders as dividend, except otherwise provided in the GMS.

(3) The dividend as referred to in paragraph (2) can only be distributed if the Company possesses a positive profit balance.

Article 72

(1) The Company may distribute interim dividend before the end of Company’s accounting book, as long as it is stipulated in the Company’s articles of association .

(2) The distribution of interim dividend as referred to in paragraph (1) is applicable if the amount of the Company’s net assets shall not less than issued and paid-up capital plus reserve fund.

(3) The distribution of interim dividend as referred to in paragraph (2) shall not disrupt or cause the Company to become unable to fulfill its obligation to the creditors or disrupt the activities of the Company.

(4) The distribution of interim dividend shall be determined based on the resolution of the Board of Directors after having obtained approval from the Board of Commissioners, with due observance to the provision as stated in paragraph (2) and paragraph (3).

(5) In the event after the accounting year ends the Company has apparently inflicted with loss, the interim dividend that has been distributed shall be returned by the shareholders to the Company.

(6) In the event the shareholders fails to return the interim dividend as referred to in paragraph (5), the Board of Directors and the Board of Commissioners shall be jointly or severally liable for the loss which inflicted by the Company.

Article 73

(1) Dividend which are left unclaimed after 5 (five) years as of the stipulation date for the payment of the previous dividend, shall be included in a special reserve fund.

(2) GMS shall stipulate the procedures to claim dividend which has been included into the special reserve fund as referred to in paragraph (1).

(3) The dividend which has been included into the special reserve fund as referred to in paragraph (1) and remains unclaimed within the period of 10 (ten) years, shall become the property of the Company.

CHAPTER V

SOCIAL AND ENVIRONMENTAL RESPONSIBILITY

Article 74

(1) The Company having its business activities in the field of and/or related to natural resources, shall be obliged to perform its Social and Environmental Responsibility.

(2) Social and Environmental Responsibility as referred to in paragraph (1) shall constitutes the obligation of the Company which is budgeted and calculated as the cost of the Company, implementation of which shall be performed with due observance to the appropriateness and fairness.

(3) The Company which fails to perform its obligation as referred to in paragraph (1) shall be imposed with sanction in accordance with the provision of regulation.

(4) Provision regarding Social and Environmental Responsibility shall be further regulated with a Government Regulation.

CHAPTER VI

GENERAL MEETING OF SHAREHOLDERS

Article 75

(1) GMS has the authority which is not conferred to the Board of Directors and the Board of Commissioners, with due observance to the limitation as stipulated herein and/or the articles of association.

(2) During the GMS, the shareholders shall have the right to receive explanation relating to the Company from the Board of Directors and/or the Board of Commissioners, as long as it is related to the agenda of such GMS, and shall not in contrary with the interest of the Company.

(3) GMS concerning other agenda shall not be entitled to adopt any resolution, except all present and/or represented shareholders in the GMS agree with the proposed additional agenda.

(4) Resolution on the additional agenda shall be approved unanimously.

Article 76

(1) GMS shall be convened at the domicile of the Company or at a location of business activities of the Company as stipulated in the articles of association.

(2) GMS of the Issuer may be convened at the domicile of the stock exchange where the Company’s shares are listed.

(3) The location of GMS as referred to in paragraph (1) and paragraph (2) shall be located within the territory of the Republic of Indonesia.

(4) If all shareholders are present and/or represented in the GMS, and they agree that the GMS to be performed with a certain agenda, GMS may be convened at any location with due observance to the provision as referred to in paragraph (3).

(5) GMS as referred to in paragraph (4) may adopt a resolution if such resolution is approved unanimously.

Article 77

(1) Other than the convention of GMS as referred to in Article 76, the GMS may also be convened by ways of teleconference, video conference, or other means of electronic which enables all of the GMS participant to see, hear, and participate directly in the meeting.

(2) Requirement on quorum and adoption of resolution shall be as provided stipulated herein and/or as regulated in the Company’s articles of association.

(3) The requirement as referred to in paragraph (2) shall be calculated based on the participation of the GMS participant as referred to in paragraph (1).

(4) Every convention of GMS as referred to in paragraph (1) is subject to minutes of meeting, the preparation of which shall be approved and signed by all GMS participant.

Article 78

(1) GMS shall consist of annual GMS and other GMS.

(2) Annual GMS shall be convened no later than 6 (six) months after the end of accounting year.

(3) All documents from the annual report of the Company as referred to in Article 66 paragraph (2) shall be submitted in the annual GMS.

(4) Other GMS may be convened any time as deemed necessary for the interest of the Company.

Article 79

(1) The Board of Directors shall convene annual GMS as referred to in Article 78 paragraph (2), and other GMS as referred to in Article 78 paragraph (4) with prior notice for such GMS.

(2) The convention of GMS as referred to in paragraph (1) can be performed upon the request of :

a. 1 (one) person or more shareholders jointly represent 1/10 (one tenth) or more of the total shares with legal voting right, except the articles of association stipulates a less number; or

b. The Board of Commissioners.

(3) The request as referred to in paragraph (2) shall be submitted to the Board of Directors with a Registered Mail specifying the reasons thereof.

(4) The carbon copy of Registered Mail as referred to in paragraph (3) which is submitted by the shareholders, shall be submitted to the Board of Commissioners.

(5) The Board of Directors shall be obliged to give notice for GMS within the latest period of 15 (fifteen) after the request has been received.

(6) In the event the Board of Directors fail to perform the notice for GMS as referred to in paragraph (5),

a. request for GMS as referred to in (2) letter a shall be re-submitted to the Board of Commissioners; or

b. Board of Commissioners shall perform call for GMS themselves as referred to in paragraph (2) letter b.

(7) The Board of Commissioners shall be obliged to perform call for GMS as referred to in paragraph (6) letter a, within the latest period of 15 (fifteen) days after the request has been received.

( The GMS which is convened by the Board of Directors based on the call for GMS as referred to in paragraph (5), shall discuss the issues relating to the reasons as referred to in paragraph (3), and other agenda which is deemed necessary by the Board of Directors.

(9) GMS which is convened by the Board of Commissioners based on the call for GMS as referred to in paragraph (6) letter b, and paragraph (7) shall only discuss the issues relating to the matters as referred to in paragraph (3).

(10) The convention of GMS of Issuer shall abide by this Law, as long as the applicable capital market regulations do not stipulate otherwise.

Article 80

(1) In the event the Board of Directors or the Board of Commissioners fail to perform the call for GMS within the period as referred to in Article 79 paragraph (5), and paragraph (7), the shareholders requesting the GMS may submit a request to the head of District Court, whose jurisdiction covers the domicile of the Company to grant permit to the shareholders to perform the call for GMS themselves.

(2) The head of District Court, after summoning and hearing of the applicant, the Board of Directors and/or the Board of Commissioners, shall grant the permit to convene GMS if it is proven by the applicant in brief that the requirement has been fulfilled and the applicant has a reasonable interest for the convention of GMS.

(3) The order of the head of District Court as referred to paragraph (2) shall also contain the provisions regarding :

a. form of GMS, agenda of GMS in accordance with the application of the shareholders, notice period for GMS, quorum, and/or provision regarding the adoption of GMS resolution, as well as the appointment of chairperson of meeting, in accordance with or without being abide with the provision of this Law or the articles of association; and/or

b. order which requires the Board of Directors and/or Board of Commissioners to present in the GMS.

(4) The head of the District Court shall refuse the application in the event the applicant fails to prove in brief that the requirements have been fulfilled and such applicant has a reasonable interest for the convention of the GMS.

(5) The GMS as referred to in paragraph (1) may only discuss the agenda as stipulated by the head of the District Court.

(6) The order of head of the District Court regarding the grant of permit as referred to in paragraph (3) shall be final and binding.

(7) In the event the order of head of the District Court is to refuse the application as referred to in paragraph (4), an appeal to the Supreme Court shall be the only procedure.

( The provision as referred to in paragraph (1) shall apply for Issuer with due observance to the requirement of announcement regarding the convention of GMS, and other requirements to convene GMS as regulated under the prevailing capital market regulation.

Article 81

(1) The Board of Directors will notify the shareholders prior to the convention of GMS.

(2) In certain condition, the notice for GMS as referred to in paragraph (1) can be performed by the Board of Commissioners or the shareholders based on the order of the head of the District Court.

Article 82

(1) The notice for GMS shall be performed within the latest period of 14 (fourteen) days prior to the date of such GMS, excluding the date of the notice and that of the Meeting.

(2) The notice for GMS shall be performed with Registered Mail and/or with an advertisement in a Newspaper.

(3) The notice for GMS shall specify the date, time, place, and meeting agenda and together with a notice that the materials to be dealt with at the Meeting are available at the Company’s offices as from the date of the notice until the date of the Meeting.

(4) The Company, upon request from the shareholders, shall be obliged to provide the copy of materials as referred to in paragraph (3) free of charge.

(5) In the event the notice are not in accordance with the provision as referred to in paragraph (1) and paragraph (2), and the notice are not in accordance with the provision in paragraph (3), the GMS resolution shall remain valid if all shareholders with legal voting right are present or represented in the GMS, and such resolution is approved unanimously.

Article 83

(1) For Issuer, an announcement regarding the preparatory of notice for GMS shall be performed prior to such notice, with due observance to the capital market regulation.

(2) The announcement as referred to in paragraph (1) shall be performed within the latest period of 14 (fourteen) days prior to the notice for GMS.

Article 84

(1) Each issued share confer one voting right, except otherwise stipulated by the articles of association.

(2) The voting right as referred to in paragraph (1) shall not valid for :

a. shares owned by the Company itself;

b. main shares of the Company that are owned by its subsidiaries, either directly or indirectly; or

c. shares of the Company which are owned by other Company which shares, either directly or indirectly, owned by the Company.

Article 85

(1) The shareholders, either severally or represented based on a power of attorney, shall have the right to attend the GMS and to use their voting rights in accordance with the number of shares they owned.

(2) The provision as referred to in paragraph (1) shall not apply for shareholders with no voting right.

(3) During the voting, the votes cast by the shareholders shall apply for all shares they owned, and the shareholders shall have no right to cast vote to more than one proxy for a part number of shares it owned with a different vote.

(4) During the voting, the members of Board of Directors, members of Board of Commissioners, and employees of the relevant Company are not allowed to act as a proxy of the shareholders as referred to in paragraph (1).

(5) In the event of presence of the shareholders in the GMS , the power of attorney that has been granted shall not valid in the meeting.

(6) The chairperson of meeting shall have the right to decide which person shall be entitled to attend the GMS with due observance to the provision herein and the articles of association of the Company.

(7) For Issuer, the provision as referred to in paragraph (3) and paragraph (6) as well as the provision as stipulated under the capital market regulations shall apply.

Article 86

(1) GMS shall be lawful if more than ½ (one-half) from the total shares with voting right are present or represented, except the Law and/or articles of association stipulates a bigger number of quorum.

(2) In the event the quorum as referred to in paragraph (1) is not sufficient, then the notice for a second-meeting shall be made.

(3) In the second notice of GMS, it shall be mentioned that the first GMS had been performed but failed to reach the quorum.

(4) The second GMS as referred to in paragraph (2) shall be valid and shall be entitled to adopt binding resolution if more than 1/3 (one-third) from the total shares with voting right are present or represented, except the Law and/or articles of association stipulates a bigger number of quorum.

(5) In the event the quorum of the second GMS as referred to in paragraph (4) is not sufficient, the Company may request the head of the District Court, whose jurisdiction covers the domicile of the Company, to stipulate a quorum for the third GMS.

(6) The notice for third GMS shall mention that the second GMS had been performed but failed to reach the quorum and the third GMS will be convened with a quorum as stipulated by the head of the District Court.

(7) The order of the head of the District Court regarding the quorum for GMS as referred to in paragraph (5) shall be final and binding.

( Notice for the second and the third GMS shall be performed within the latest period of 7 (seven) days prior to date of the second and the third GMS.

(9) The second and the third GMS shall be convened within the soonest period of 10 (ten) days and the latest of 21 (twenty one) days after the previous GMS is convened.

Article 87

(1) The resolution of GMS shall be taken based on mutual consensus.

(2) In the event the resolution based on mutual consensus as referred to in paragraph (1) fails to reach, the resolution shall be valid if it is approved by more than ½ (one-half) from the total votes, except the Law and/or articles of association stipulates that the resolution shall be valid if it is approved by more number of affirmative vote.

Article 88

(1) GMS for the amendment of the articles of association can be convened if at least 2/3 (two-third) of the total shares issued with voting rights are present or represented and the resolutions thereof shall be valid if approved by more than 2/3 (two-third) of total votes cast at the meeting except the articles of association stipulates a bigger quorum and/or a provision regarding the adoption of resolution in the GMS.

(2) In the event the quorum as referred to in paragraph (1) is not sufficient, a second GMS can be convened.

(3) The second GMS as referred to in paragraph (2) shall be valid and entitled to adopt a resolution if at least 3/5 (three-fifth) of the total shares issued with voting rights are present or represented and the resolutions thereof shall be valid if approved by more than 2/3 (two-third) of total votes cast at the meeting except the articles of association stipulates a bigger quorum and/or a provision regarding the adoption of resolution in the GMS.

(4) The provision as referred to in Article 86 paragraph (5), paragraph (6), paragraph (7), paragraph (8), and paragraph (9), shall apply mutatis mutandis for the GMS as referred to in paragraph (1).

(5) The provision as referred to in paragraph (1), paragraph (2), and paragraph (3), regarding the quorum and the requirement on the adoption of resolution in GMS shall also applicable to Issuer, as long as the capital market regulations do not stipulate otherwise.

Article 89

(1) GMS to approve the Merger, Consolidation, Acquisition, or Separation, bankruptcy, extension of duration, and the liquidation of the Company can be convened if at least 3/4 (three-fourth) of the total shares issued with voting rights are present or represented and the resolutions thereof shall be valid if approved by more than 3/4 (three-fourth) of total votes cast at the meeting except the articles of association stipulates a bigger quorum and/or a provision regarding the adoption of resolution in the GMS.

(2) In the case the attending quorum as referred to in paragraph (1) is not sufficient, a second GMS can be convened.

(3) The second GMS as referred to in paragraph (2) shall be valid and entitled to adopt a resolution if at least 2/3 (two-third) of the total shares issued with voting rights are present or represented and the resolutions thereof shall be valid if approved by more than 3/4 (three-fourth) of total votes cast at the meeting except the articles of association stipulates a bigger quorum and/or a provision regarding the adoption of resolution in the GMS.

Article 90

(1) Minutes of meeting for each GMS shall be made, the minutes of which GMS shall be signed by the chairperson of the meeting, and at least 1 (one) shareholder shall be appointed by and from among those present .

(2) The signatory as referred to in paragraph (1) shall not be required if the minutes of GMS is made in a notarial deed.

Article 91

Shareholders may also adopt binding resolution without convening GMS provided that all shareholders with affirmative vote give their approval in writing by signing the relevant proposal.

CHAPTER VII

BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS

Part One

Board of Directors

Article 92

(1) The Board of Directors shall undertake its duty to manage the Company for the interest of the Company in the pursuit of its purposes and objectives.

(2) The Board of Directors shall have the authority to manage the Company as referred to in paragraph (1) in accordance with the policy which is considered accurate, and shall be in accordance with the provision as regulated under in this Law and/or the articles of association.

(3) The Board of Directors of the Company shall consist of 1 (one) member of the Board of Directors or more.

(4) The Company which engages in mobilizing public funds, issuing debt instrument or an Issuer shall have a minimum of 2 (two) members of Board of Directors.

(5) In the event the Board of Directors consists of 2 (two) members of the Board of Directors or more, the distribution of duty and authority among the members of the Board of Directors shall be determined based on the GMS resolution.

(6) In the event the GMS as referred to in paragraph (5) does not determine the distribution of duty and authority of the members of the Board of Directors, such distribution shall be stipulated based on the resolution of the Board of Directors.

Article 93

(1) Those who can be appointed as the members of the Board of Directors shall be individual who has the capability in performing legal action, except within the period of 5 (five) years prior to his appointment he/she :

a. had been declared bankrupt;

b. being the member of the Board of Directors or the member of Board of Commissioners who have been adjudicated to have caused the bankruptcy of a Company; or

c. had been sentenced for a criminal offense which caused financial loss to the state and/or relating to financial sector.

(2) The requirement as referred to in paragraph (1) shall not avoid the possibility for a relevant technical institution to stipulate an additional requirement based on the regulation.

(3) Compliance to the requirement as referred to in paragraph (1) and paragraph (2) shall be proven with a letter kept by the Company.

Article 94

(1) Members of the Board of Directors are appointed by the GMS.

(2) The appointment of members of the Board of Directors shall be firstly conducted by the founder as stipulated in the deed of establishment as referred to in Article 8 paragraph (2) letter b.

(3) Members of the Board of Directors shall be appointed for a certain period and may be re-appointed.

(4) Articles of association shall regulate the procedures to appoint, replace, and dismiss members of the Board of Directors, and may also regulate the procedures to nominate the members of the Board of Directors.

(5) GMS resolution regarding the appointment, replacement, and dismissal of the members of the Board of Directors shall also stipulate the effective date of such appointment, replacement, and dismissal.

(6) In the event the GMS does not to stipulate the effective date of appointment, replacement, and dismissal of the members of the Board of Directors, then the aforementioned shall be effective as of the closing of GMS.

(7) In the event of appointment, replacement, and dismissal of the members of the Board of Directors, the Board of Directors shall notify the change of members of the Board of Directors to the Minister to be registered in the Company Registry, within the latest period of 30 (thirty) days as of the resolution date of the GMS.

( In the event the notification as referred to in paragraph (7) has not been performed, the Minister shall refuse each submitted application or the submitted notification submitted to the Minister that has not been registered in the Company Registry.

(9) The notification as referred to in paragraph ( shall be excluded from the notification submitted by the new Board of Directors regarding his/her own appointment.

Article 95

(1) The appointment of the Board of Directors which is not in accordance with the requirement as stipulated in Article 93 shall be, by law, nullified as of the other members of the Board of Directors or Board of Commissioners acknowledges the non-compliance of such requirement.

(2) Within the latest period of 7 (seven) days as of the acknowledgement, other members of the Board of Directors or the Board of Commissioners shall announce the annulment of the appointment of the relevant Board of Directors in a Newspaper and shall notify the Minister to be registered in the Company Registry.

(3) Legal action that has been conducted for and on behalf of the Company by the members of the Board of Directors as referred to in paragraph (1) prior to the annulment of appointment, shall remain binding and become the responsibility of the Company.

(4) Legal action that is conducted for and on behalf of the Company conducted by the members of the Board of Directors as referred to in paragraph (1) after the annulment of the appointment, shall be invalid and shall be the personal responsibility of the member of the relevant Board of Directors.

(5) The provision as referred to in paragraph (3) shall not reduce the responsibility of the members of the relevant Board of Directors against the Company’s loss as referred to in Article 97 and Article 104.

Article 96

(1) The provision regarding the amount of salary and remuneration of the members of the Board of Directors shall be determined based on the resolution of GMS.

(2) The authority of GMS as referred to in paragraph (1), may be conferred to the Board of Commissioners.

(3) In the event the authority of GMS is conferred to the Board of Commissioners as referred to in paragraph (2), the amount of salary and remuneration as referred to in paragraph (1) shall be determined based on the resolution of the Meeting of the Board of Commissioners.

Article 97

(1) The Board of Directors shall be responsible for the management of the Company as referred to in Article 92 paragraph (1).

(2) The management as referred to in paragraph (1) shall be performed by each member of the Board of Directors with good faith and full responsibility.

(3) Each member of the Board of Directors shall be fully and personally liable over the loss of the Company if it resulted from its fault or negligent in performing its duties, in accordance with the provision as referred to in paragraph (2)in accordance with the provision as referred to in paragraph (2).

(4) In the event the Board of Directors consist of 2 (two) members or more, the responsibility as referred to in paragraph (3) shall jointly and severally apply to each member of the Board of Directors .

(5) A member of the Board of Directors shall not be liable for the loss as referred to in paragraph (3) if it is proven that :

a. such loss is not resulted from its fault or negligence;

b. it has performed the management of the Company with good faith and prudent for the interest of the Company in the pursuit of its purposes and objectives;

c. there is no conflict of interest, either directly or indirectly over the management that result to the loss; and

d. it has taken a precaution measure to avoid the loss.

(6) On behalf of the Company, the shareholders representing at least 1/10 (one-tenth) from the total number of shares with voting right, may submit a claim to a District Court against member of the Board of Directors which causes loss to the Company due to their fault or negligence.

(7) The provision as referred to in paragraph (5) shall not reduce the right of the other members of the Board of Directors and/or members of the Board of Commissioners to submit a claim on behalf of the Company.

Article 98

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Undang-Undang Perseroan Terbatas / Limited Liability Company Nomor 40 Tahun 2007 [english version] II (article 61-100)