Pernyataan Keputusan Rapat Bahasa Inggris

NOTARY PUBLIC

 RUJITO, SH.

 

DECREE OF MINISTER OF LAW & LEGISLATION OF RI 

DATED  ****** NO. ***** HT.*****.TH.*****

 

 

 

C  O  P  Y

 

 

DEED         : STATEMENT OF MEETING RESOLUTIONS

                AMENDMENT OF ARTICLES OF ASSOCIATION

                PT. ABCDE

 

DATE         :  04 SEPTEMBER 2008

 

NUMBER       : – 02-

 

 

 

JL. MATRAMAN DALAM III NO. 7 MENTENG CENTRAL JAKARTA

PHONE (021) 3282 6031 FAX. (021)

 

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STATEMENT OF MEETING RESOLUTION

AMENDMENT OF ARTICLES OF ASSOCIATION

NUMBER:02.-

 

-On this day, Thursday, dated  04-09-2008 (the fourth day of September two thousand and eight).  ————————————–

- At  16.000 (sixteen) West Indonesia Time.—————–

-Appear before me, RUJITO, Bachelor of Law,  Notary Public in Jakarta, in the presence of witnesses, known to me, Notary Public, and whose names will be mentioned in the final part of this deed :———-

- Mr. AAAAA, born dated 13-09-1972 (thirteenth day of September nineteen seventy two), residing in East Jakarta, Jalan Matraman Number 00, Rukun Tetangga 000, Rukun Warga 000, Kelurahan Pegangsaan, Kecamatan Menteng,  holder of Resident Identity Card number: 00.0000.00000.0000, Indonesian Citizen; —————————————————

- according to his statement in this case acting based on power of attorney granted to him as contained in Minutes of company’s Extraordinary General Meeting  of Shareholders which will be referred to below.

- The appearer is known to me, Notary Public.  ————-

- The appearer acting as described above affirms in advance:

- that on Wednesday, dated 27-08-2008 (twenty seventh day of August two thousand and eight), at 10.00 (ten) West Indonesia Time,  taken place at Company’s  Office which will be referred to as the Extraordinary General Meeting of Limited Liability Company PT. ABCDE, a Company established in the framework of Law Number 1 Year 1967 (nineteen sixty seven) in conjunction with Law Number 11 Year 1970 (nineteen seventy)  concerning Foreign Capital Investment has been held,  based in Jakarta,  which its articles of association and amendments have been announced in State Gazette of Republic of Indonesia dated 22-10-1993 (twenty second day of October nineteen ninety three)  Number 00,  Addendum Number 0000/0000; —————

———————- NAME AND DOMICILE ——————-

————————— Article 1———————–

1. This limited liability company shall bear the name: —–

—————— PT.  ABCDE ——————————

(hereinafter in this articles of association  referred to as the “Company”), based in North Jakarta Municipality.————

2. The Company may open branch or representative offices whether within or outside the territory of the Republic of Indonesia as determined by the Board of Directors. —————————————-

——————– DURATION OF THE COMPANY —————

—————————–Article 2———————-

The company is  incorporated for indefinite period of time and has commenced as of 23-08-1993 (twenty third day of August nineteen ninety three). —————————————————-

———PURPOSE AND OBJECTIVE AND BUSINESS ACTIVITIES——

—————————–Article 3———————-

1. The purpose and objective of the Company is:————-

- Engaged in field of weaving industry and textile dyeing.

2. To achieve such purpose and objective, the Company may conduct the following business activities: ————————–

-Conducting business in weaving industry, producing tie dye and marketing all production results for export market.——

—————————- CAPITAL ———————–  

—————————– Article 4 ——————–

1. The authorized capital of the Company is in the amount of Rp. 2.530.000.000.,- (two billion five hundred and thirty million rupiah)  divided into  253  (two hundred and fifty three) shares each having a nominal value of Rp. 10.000.000.-  (ten million rupiah).-

2. Of the abovementioned authorized capital  100% (one hundred percent) has been paid up  or total 253 (two hundred and fifty three) shares with total nominal value in the amount of Rp. 2.530.000.000.,- (two billion five hundred and thirty million rupiah),- by shareholders with details and nominal value  of shares as mentioned at the end of the deed.     ————————————————–

—————————- SHARES ————————

————————— Article 5 ———————-

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

2. Evidence of share ownership can be in form of share certificate.

3. In the event the Company does not issue share certificate, ownership of shares shall be evidenced by statement letter or notice issued by the Company.————————————————-

4. If share certificate is issued, then each share certificate will be provided with one piece of share certificate.————

5. A collective share certificate may be issued as evidence of ownership of 2 (two) or more shares, which is owned by a shareholder.-

6. Each share certificate, at least shall bear the following items:

a. Name and address of the Shareholder;——————

b. Number of the share certificate;———————-

c. Nominal value of the Share;—————————

d. Date of issuance of the share certificate;————

7. The Collective Share Certificate, at least shall bear the following items:—————————————————

a. Name and address of the shareholder;——————-

b. Number of the collective share certificate;————

c. Number of share certificate and total of shares;——-

d. Nominal value of the share;—————————-

e. Date of issuance of the collective share certificate;–

8. Share certificate  and collective  share certificate  shall be signed by Board of Directors. ————————————-

—————-REPLACEMENT OF  SHARE CERTIFICATE———–

—————————— Article 6 ——————-

1. If a share certificate is damaged or no longer usable, upon the request of the relevant party, the Board of Directors shall issue a replacement of the share certificate provided that the damaged or no longer usable share certificate is handed back to Board of Directors.–

2. The share certificate as referred to in paragraph 1 of this Article shall then be destroyed and  a Minutes  shall be made by the Board of Directors and reported to the next General Meeting of Shareholders.

3. In the event that a share certificate is lost,  upon the request of the relevant party, the Board of Directors shall issue a replacement of the share certificate after according to the opinion of Board of Directors the loss is sufficiently evidenced  and  with guarantee  as may be deemed necessary by the Board of Directors for any particular case.

4. Once a replacement  of share certificate is issued, the  share certificate declared lost  shall no longer be  valid to the Company.

5. All expenses incurred for the issuance of such  share certificate replacement shall be borne by  the shareholder concerned.

6. Provisions stipulated in paragraph 1, paragraph 2, paragraph 3, paragraph 4 and paragraph 5 of this Article shall  apply mutatis-mutandis to the issuance of the replacement of collective share certificate. ——————————————–

——————- TRANSFER OF RIGHTS ON SHARES ———–

————————– Article 7 ———————–

1. Transfer of the rights on shares shall be made by virtue of a deed of transfer of the rights on shares, signed by the transferor and the transferee or their legal proxies.———————–

2. Starting since the day of the notice of the General Meeting of Shareholders until the day of the General Meeting of Shareholders, transfer of rights of shares is prohibited.——-

—————GENERAL MEETING OF SHAREHOLDERS————–

————————— Article 8 ———————-

1. General Meeting of Shareholders, in hereinafter in this Articles of Association shall be referred to as :——————–

a. Annual General Meeting of Shareholders;—————-

b. Other General Meeting of Shareholders, hereinafter in the Articles of Association referred to as an Extraordinary General Meeting of Shareholders.——————————————

2. The term,  General Meeting of Shareholders in this Articles of  Association shall mean both, namely: ——————–

- the Annual General Meeting of Shareholders and any Extraordinary General Meeting of Shareholders except otherwise provided.

3. In the Annual General Meeting of Shareholders:———–

a. Board of Directors shall submit: ———————

-   annual report reviewed by Board of Commissioner to obtain approval of General Meeting of Shareholders;—————–

-   Financial statement to obtain the  approval of Annual General Meeting of Shareholders; —————————

b. Determining  the use of profit, if the Company has a positive profit balance;———————————————-

c. Other agendas of General Meeting of Shareholders which have been proposed properly by considering the provisions of this Articles of Association. —————————————–

4. Approval of the Annual Report and Approval of the Financial Statement by the Annual General Meeting of Shareholders shall mean granting full discharge and release to  members of the Board of Directors and Board of Commissioners on management and supervision  they  performed during the last Fiscal Year to the extent  that such actions are reflected in the Annual  Statement and the Financial Statement.———–

5. Extraordinary General Meeting of Shareholders may be convened at any time based on the need to discuss and resolve the subjects of Meeting referred to point a and point b paragraph  3 of this Article, with due observance of the Law  regarding the Limited Liability Company  and this Articles of Association.———————————

—– PLACE, NOTICE AND CHAIRMAN OF  A GENERAL MEETING OF –

———————–  SHAREHOLDERS ———————-

————————– Article 9 ———————–

1. The General Meeting of Shareholders shall be convened at the Company’s domicile.————————————————

2. The General Meeting of Shareholders shall be convened with notice served in advance to the shareholders by registered mail and/or by advertisement in newspapers. —————————-

3. The notice shall be sent not later than 14 (fourteen) days before the date of General Meeting of Shareholders, exempting  the date of the notice and the date of the General Meeting of Shareholders.

4. General Meeting of Shareholders shall be presided over by the President Director. ———————————————–

5. In case of absence or unavailability of the President Director due to any reason, the impediment of which is not necessary  to be evidenced to any third parties, the meeting shall be presided over by one of members of Board of Directors;———————————–

6. In case of absence or unavailability of the all  Directors due to any reason, the impediment of which is not necessary  to be evidenced any third parties, the meeting shall be presided over by President Commissioner;——————————————–

7. In case of absence or unavailability of President Commissioner for any reason, the impediment of which is not necessary  to be evidenced to any third parties, the meeting shall be presided over by one  of members of Board of Commissioners.

8. In case of absence or unavailability of all members of Board of Commissioners for any reason, the impediment of which is not necessary  to be evidenced to any third parties, the meeting shall be presided over by one appointed by and among those who present in the Meeting.

————- QUORUM, VOTING RIGHTS AND RESOLUTIONS ——–

————————— Article 10———————-

1. The General Meeting of Shareholders may be convened if  the attendance quorum as required in Law concerning Limited Liability has been fulfilled.———————————————–

2. Voting concerning an individual shall be carried out by unsigned, folded ballot papers, while voting concerning other matters shall be conducted verbally, unless if the chairman of the General Meeting of Shareholders decided otherwise without any objection from the shareholders present in the Meeting.———————————————

3. Blank votes or void votes shall not be considered non existent and shall not be counted in determining of the number of votes legally cast in the Meeting.————————————————-

4. The General Meeting of Shareholders may make resolutions  based on deliberation for consensus  or based on agreeing votes front total votes cast in the General  Meeting of Shareholders as provided in the Law concerning the Limited Liability Company.—————-

5. General Meeting of Shareholders may also make legal resolution without convening General Meeting of Shareholders, provided that all Shareholders have been notified in writing and all Shareholders provide approval concerning the proposal forwarded in writing by signing the approval; ———————————————–

- Resolutions made in such manner  have the same effect with resolution made legally in General Meeting of Shareholders.–

——————— BOARD OF DIRECTORS——————–

————————- Article 11 ———————–

1. The Company shall be taken care  and presided by a Board of Directors . ———————————————————

2. Those eligible to be appointed to be members of Board of Directors are individuals who are capable in conducting legal acts, as determined in the Law regarding Limited Liability Company, without prejudice to  the possibility the competent technical institutions to stipulate additional conditions based on the Law and Regulation. ————-

3. In the event that more than one directors appointed, then one of them can be appointed as the President Director. ————-

4. Members of the Board of Directors shall be appointed by a General Meeting of Shareholders for a period of 3 (three) years without prejudice to the right of the General Meeting of Shareholders to terminate them at any time.——————————

5. If, due to any reason, a vacancy occurs in the Board of Directors, then within the period of 30 (thirty) days after the vacancy occurs or within a period approved by the shareholders, a General Meeting of Shareholders shall be convened to fill such vacancy by taking into consideration the Law regarding the Limited Liability Company and this Articles of Association.———————————————

6. If, due to any reason, vacancies occur in all positions of the member of the Board of Directors, then for temporary the Company shall be taken care by a member of  Board of Commissioners appointed by the Meeting of the Board of Commissioners.——————————

7. A member of the Board of Directors is entitled to resign from his office upon notice in writing to the Company of his intention to do so not later than 30 (thirty) days prior to the effective date of his resignation.———————————————

8. The term of office of a member of the Board of Directors shall terminate due to:————————————————–

a. Resignation in accordance with the provision of paragraph 7 of this Article;———————————————–

b. Do not  meet with the requirements  in accordance with the prevailing Laws and Regulation;———————————–

c. Passing away, and;————————————-

d. Dismissal  based on  a resolution by a General Meeting of Shareholders.——————————————

——- DUTIES AND AUTHORITIES OF THE BOARD OF DIRECTORS—-

————————Article 12————————–

1. The Board of Directors shall be entitled to represent the Company within and outside the Court in respect of all matters and, in any event, to bind the Company with other parties and other parties to the Company and to undertake any actions, either regarding management or ownership but, with the following limitations;————————–

a. Opening account on behalf of the Company in the Bank, both Government Banks or Private Banks; ——————————

b. Obtaining a loan on behalf of the Company  and/or lending  Company owned money;——————————————

c. Establishing a new business and/or participate in other company  both at home or overseas;———————————-

d. Transferring, releasing rights or making company’s assets as a debt collateral, with value less than contained in the Law concerning the Limited Liability Company. —————————

- Shall with approval from Board of Commissioners. ——

2. a. President Director shall be entitled and authorized to act for and on behalf of the Board of Directors and to represent the Company, and;

b. In the event of the absence or unavailability of the President Director due to any reason, which is not necessary to prove such impediments to any third party, then  of other member of Board of Directors shall be entitled and authorized to act for and on behalf of the Board of Directors and to represent the Company.

3. In the event that there is only one member of Board of Directors than all duties and authorities given to President Director in this Articles of Association also apply for him.———————-

—————– MEETING OF BOARD OF DIRECTORS ————

————————– Article 13 ———————-

1. A meeting of the Board of Directors can be convened any time as deemed necessary:———————————————–

a. By one or more members of the Board of Directors;  —

b. Upon a written request from one or more members of Board of Commissioners; or ————————————

c. Upon a written request from 1 (one) or more shareholders representing 1/10 (one tenth) or more of the total shares with legal voting rights.———————————————–

2. Notice for the Meeting of the Board of Directors shall be given by the member of Board Directors who is authorized to represent the Board of Directors in accordance with of this Articles of Association.

3. Notice for the Meeting of the Board of Directors   shall be sent by a registered mail or with  letter which directly delivered to each member of the Board of Directors with  receipt at least 3 (three) days prior to the meeting without considering  the date of the notice and date of the Meeting.

4. Such notice shall specify the agenda, date, time, and place of the meeting.————————————————-

5. A meeting of Board of Directors shall be held at the domicile of the Company or at the place of business activity of the Company. If all members of the Board of Directors present or represented, such prior notice is not be required and the meeting may be held at any place and shall be entitled to make valid and binding resolutions.

6. The meeting of the Board of Directors shall be presided over by the President Director, in the event of absence or unavailability of the President Director, the impediment of which is not necessary to be evidenced to any third parties, the meeting of Board of Directors  shall be chaired by one of members of Board of Directors appointed by and from among members of Board of Directors in attendance. ——

7. A member of the Board of Directors can be represented at the meeting of the Board of Directors only by another member of the Board of Directors acting by virtue of a Power of Attorney.—————–

8. A Meeting of the Board of Directors is lawful to  make  binding resolutions if more than ½ (half) of the members of the Board of Directors are present or represented at the Meeting.—–

9. Resolutions of the Meeting of the Board of Directors shall be made on the basis of a deliberation for consensus. In the event that  deliberation for consensus is not  achieved then the resolution shall be  made with voting based on agree votes at least  more than  of more ½ (a half) of total cast in the Meeting. ———————

1. In the event that the agreeing and disagreeing votes are proportional, then the proposal of the resolution is declared to be rejected.

11. a.Each member of the Board of Directors present shall have the right to cast 1 (one) vote and addition  1 (one) vote for each other member of the Board of Directors he represents.——————

b. Voting concerning an individual shall be made by a folded ballot paper without signature, while voting concerning other matters shall be conducted verbally, except the Chairman of the Meeting determines otherwise without any objection from those present, and;

c. Blank and void votes shall be considered as not lawfully cast and considered as non-existent and shall not be counted in determining the total votes cast. ——————————————————-

1. The Board of Directors may also make valid  resolutions without convening a Meeting of the Board of Directors, provided that all members of the Board of Directors have been noticed in writing regarding the proposals concerned and all members of the Board of Directors have given their approval to the proposal being submitted as evidenced by a signed written approval;—————————————-

- Resolutions of the Board of Directors made in such manner shall be considered equal to the resolutions lawfully made  at the  Meeting of Board of Directors.————————————–

——————–BOARD OF COMMISSIONERS——————–

————————–Article 14————————–

1. The Board of Commissioners shall consist of one or more member of Commissioners if the members of the Board of Commissioners are more than one, then one of them shall be appointed as the President Commissioner.——————————————–
2. One eligible to be appointed as a member of Board of Commissioners is individual which capable to conduct legal acts, as determined in Law concerning Limited Liability Company, without prejudice to possibility the competent technical institutions determine additional conditions based on the Law and Regulation. ————————
3. Members of the Board of Commissioners shall be appointed by a General Meeting of Shareholders for a period of 3 (three) years  without prejudice to the right of the General Meeting of Shareholders to terminate them at any time. —————————–
4. In case, due to any reason, a vacancy occurs in the Board of Commissioners, then within the period of 30 (thirty) days after the vacancy occurs or within a period approved by the Shareholders, a General Meeting of Shareholders shall be convened to fill such vacancy by taking into account the provision of paragraph 2 of this Article.
5. A member of the Board of Commissioners is entitled to resign from his office by giving  a notice in writing to the Company of his intention to do so no later than 30 (thirty) days prior to the effective date of his resignation.—————————————–
6. The term of office of a member of the Board of Commissioners shall terminate due to:—————————————-

a. Resignation in accordance with the provision of paragraph 5 of this Article;———————————————–

b. Do not meet requirements as required in accordance with the prevailing laws and regulations;———————————-

c. Passing away;——————————————

d. Dismissal on the basis of a resolution by the General Meeting of Shareholders.——————————————

——-DUTIES AND AUTHORITIES OF THE BOARD OF COMMISSIONERS-

————————- Article 15 ———————–

1. Board of Commissioners at any time during the Company’s business hours shall be entitled to enter the building and property or any other place used or under the Company’s possession, and to examine all books, documents and other evidences, to inspect and verify financial position and others and is entitled to know all acts taken by the Board of Directors.———————————————–

2. The Board of Directors and each member of Board of Directors shall provide explanation to all matters asked by the Board of Commissioners.———————————————————

3. If all members of Board of Directors is temporary terminated and the Company has no a member of Board of Directors, then  for temporary  Board of Commissioner is obliged to take care the Company. In such event, the Commissioners shall be entitled to delegate temporary power to one of more among the members of Board of Commissioners or the account of Board of Commissioners. ———————-

4. In event there is only one member of the Board of Commissioners, any duties and authorities which is  given to the President Commissioner or member of the Board of Commissioners in this Article of Association also applicable to him.—————————————

 

————-MEETING OF THE BOARD OF COMMISSIONERS———-

————————– Article 16———————–

- Provisions as referred to in Article 13 of this Article of Association; mutatis mutandis also apply for the meeting of Board of Commissioners.

———-BUSINESS PLAN, FISCAL YEAR AND ANNUAL REPORT——

————————– Article 17 ————————-

1. The Board of Directors shall submit  business plan containing the Annual Budget of the Company to Board of Commissioners to obtain approval before the Fiscal Year commences.————————

2. Business plan as mentioned in paragraph 1 of this Article  shall be submitted  at the latest 14 (fourteen) days before the beginning of the next Fiscal Year.—————————————-

3. The Fiscal Year of the Company shall commence on the 1^st (first) day of January and shall end on the 31^st (thirty first) day of December and at the end of December each year, the Company’s books shall be closed.

4. The Board of Directors shall prepare an Annual Report and made it available in the Company’s office for examination by the Shareholders commencing since the notice of the Annual General Meeting of Shareholders.——————————————–

——-THE USE OF NET PROFIT AND DIVIDEND DISTRIBUTION——

————————–Article 18 ———————–

1. The Company’s net profit of a Fiscal Year as contained in the balance sheet and profit and loss account which have been approved by an Annual General Meeting of Shareholders and is a positive profit balance, shall be appropriated in such manner as determined by the General Meeting of Shareholders.——————————————–

2. In case the profit and loss account in one Fiscal Year indicates a loss which cannot be covered by the reserve fund, then the loss shall remain be recorded and shall be entered in the profit and loss account and in subsequent Fiscal Year the Company shall be considered has not gained any profit as long as the loss recorded  and entered in the profit and loss account has not been fully covered.—————–

—————— USE OF THE RESERVE FUND——————

————————- Article 19————————

1. The net profit shall be reserved up to 20% (twenty percent) of the issued and paid up capitals and shall only be used for purpose of covering loss which can not be covered by other reserve.

2. In event the amount of reserve has exceeded 20% (twenty percent), the General Meeting of Shareholders may decide so the excess amount shall be used for the Company’s needs.—————————-

3. Reserve as mentioned in paragraph 1 of this Article  which has not yet been used to cover loss and excessive reserve as mentioned at paragraph 2 of this Article above which utilization has yet been determined by the General Meeting of Shareholders shall be managed by the Board of Directors in the manner deemed appropriate  according to the Board of Directors opinion, after obtaining approval from Board of Commissioners and considering the Law concerning  Limited Liability Company  in order to obtain profit.—————————————-

———————- CLOSING PROVISION——————–

————————– Article 20 ———————-

- All matters which are not provided or have not sufficiently covered in these Articles of Association shall be resolved in the General Meeting of Shareholders.———————————————–

- Eventually, the appearer acting as mentioned above affirms that:———————————————————

1. For the first time  in total 253 (two hundred and fifty three) shares or total nominal value Rp. 2.530.000.000,- (two billion five hundred and thirty billion rupiah) have been issued and paid up in cash through the company cash namely by the shareholders : ———–
2. That in deviation from the provisions of Article 11 and Article  14  of this Articles of Association regarding the procedures for the appointment of the members of the Board of Directors and the Board of Commissioners, it has appointed:————————-

-  President Director : Mr. AAAAAA;———————-

-  Director            : Mr. BBBBBBB;———————

-  Commissioner        : Mr. ccccccc.———————

- In relation with the change Board of Directors both collectively and individually with right to delegate this power to others authorized by the Meeting to seek legalization on the Amendment of this Articles of Association from the competent authorities to make amendment/or addendum in any form whatsoever  as required to obtain the legalization and to propose and sign all applications and others documents, to select the domicile and to take others acts which possibly required. –

-Immediately after this deed was duly read by me, Notary Public to the appearers and witnesses, it was signed by the appearers, witnesses, and me, Notary Public.——————————————

-Done without correction.———————————–

- This deed has been duly signed.—————————

—————– GIVEN AS A COPY WITH THE SAME CONTENT —-

————– NOTARY PUBLIC OF SOUTH JAKARTA MUNICIPALITY —

 

 

[sealed]                     stamp duty

 [signed]

 

RUJITO, S.H.-

 

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