Hukum Perusahaan

1. A Limited Liability Company shall be a juristic person which established under

Company’s constitutional deed and Article of Associations made before a
notary and to acquire the juristic person status shall be obtained an approval and
validation from a Ministry of Law and Human Rights. The Limited Liability Company
governed by Law Number 40 of 2007 on Limited Liability Companies Act (“UUPT”)

Under UUPT, a legal act on behalf of company pending an approval and

validation as a juristic person, shall be only run by all Board of Directors with the
entire of founders and all the Company’s Commissioner Director, then they are
jointly and severally liable for that legal action.

Otherwise, the Board of Directors also will be solely liable for damage which suffered
by a company if the process of company’s approval and validation is not acting on its
capacity or is not pursuant to Company’s Article of Associations.

2. Company restructuring

Company’s restructuring may be formed out of merger, amalgamation,

acquisition, or demerger. As a consequence of merger and amalgamation, Assets
and Liabilities of Absorbed Company or Consolidated Company will pass by the
law to Surviving Company or New Company; in the event of merger, the
company’s shareholders which merged by law will be the shareholders of surviving
company.

3. General Stockholder’s Meeting

The Stockholders entitled to acquire the details regarding on the Company from the
Board of Directors and/or Commissioner Council, in connection with the agenda of
meeting in General Stockholder’s meeting (“RUPS”) and it shall not be dissenting to
the Company’s interest.

RUPS consists of Annual Stockholder’s Meeting (“RUPST”) and Special

Stockholder’s Meeting (“RUPSLB”). RUPST shall be held within at least 6 (six)
months upon the fiscal year ended, while RUSPLB may be held at any time under
the Company’s interest.

RUPS is held in the domicile company’s share or in the place of Company’s

business activities under the article of associations. In the event of the Publicly
Held Company, RUPS may be held in the subscribed of stocks in which the
Company’s shares subscribed for. The venue of RUPS shall be in Republic of
Indonesia.

3.1. The Notification of RUPS

The event of RUPS may be held at the request of 1 (one) or more

stockholders who jointly represent 1/10 (one per ten) or more than the total
of the voting shares to the Board of Directors with the written document
 included the reasons and copies provided to Commissioner Council. The Board
of Directors shall make a notification of RUPS within at least 15 (fifteen) days
of the date of the RUPS’s event accepted.

In the event of the Directors shall not notify RUPS, therefore the stockholders
re-submit the request of the RUPS event to the Commissioner Council. The
Commissioner Council shall notify RUPS within at least 15 (fifteen) days of the
request date of the RUPS event accepted. Meanwhile, in the event of the
Board of Directors or the Commissioner Council shall not notify RUPS event,
therefore the stockholders may submit the application to the Chief justice of
district court which its domicile around the company's domicile to stipulate
the permission to the applicant (stockholders) to notify the RUPS.

The notification of RUPS performed within at least 14 days before the date of
RUPS held, by not counting the date of notification and the date of RUPS. The
notification of RUPS is performed by the written document and/or the
advertisement in newspapers. In the notification of RUPS consists of date,
time, place, and agenda of meeting along with the notification of materials to
be discussed in RUPS provided in Company of the date of notification RUPS
until the event of RUPS.

4. Board of Directors

4.1. The Duty and Responsibility of the Board of Directors

Pursuant to the Article 100 of UUPT, the Board of Directors shall:

1. To draw up a list of stockholders, special list, agenda of RUPS and
meeting agenda of the board of directors;
2. To draw up the fiscal year and Company’s financial statement;
3. To maintain the entire Company’s lists, agendas and financial
documents.

The Article 102 of UUPT require the Board of Directors to obtain the approval
of RUPS to (i) acquire the Company’s Assets, or (ii) to make the
Company’s assets as a debt guarantee, if the company’s acts involving more
than 50% (fifty percent) the total of company’s assets in 1 (one) transaction
or more, whether having a connection each other or not. Besides the duty
abovementioned, the liability of duty of the board of the directors also may
provide under the Company’s article of associations.

4.2. The Board of Directors Meeting.

a) The President Director conducts the Board of Director Meeting.

b) In the absence or truancy of the President Director to attend the
Board of Directors Meeting for any reasons, in which impediment no
evidence to the third party shall be required, therefore the
Representative of the President Director who conducts the Board of
Directors Meeting. In the absence of truancy of the Representative of
the President Director by any reasons, in which impediment no
evidence to the third party shall be required, one of the Board of
Director’s member who is present and chose in the Board of Director
Meeting may conduct the Board of Director Meeting.
c) A Board of Director’s member may be represented in a Board of
Director Meeting if the other Board of Director’s member provided a
power of attorney, and a board of director’s member shall only
represent the other board of director’s member.
d) The Board of Director Meeting is eligible and entitle to vote a bond
resolution if it is more than ½ (one per two) from the total of the
presence of the Board of Director’s member or representing in the
meeting.
e) The Board of Director Meeting’s Decision shall be in amicable
manner.
f) In the event of the decision in amicable manner cannot be reached,
the decision shall be conducted by an affirmative vote which is more
than ½ (one per two) of the total of legally vote issued in the meeting.
g) If the negative vote and the affirmative vote is in pari passu, the
Chief of Board of Director Meeting entitled to release a majority vote
to the intended meeting decision.
h) Voting concerning persons shall be by unsigned folded ballots,
whereas voting concerning other matters shall be orally, unless the
Chairperson shall determine otherwise, without any objections being
raised by those present.
i) Each of Board of Director shall not be allowed to release an abstention
in a Board of Director Meeting.
j) Unlawfully ballots shall be deemed non-existent and shall not be
counted in determining the total vote cast in the Board of Director
Meeting.
k) In every the Board of Director Meeting shall be drawn up the Minutes
of Meeting which containing of the matters to be discussed and
decided, including the dissenting opinion of Board of Director’s
member and the reason of dissenting opinion, if any.