Exhibit 1.1 Unofficial Translation STATEMENT OF RESOLUTIONS OF ANNUAL GENERAL MEETING OF SHAREHOLDERS “PERUSAHAAN PERSEROAN (PERSERO) PT TELEKOMUNIKASI INDONESIA TBK” Number: 37.- On this day, Thursday, dated (24-6-2010) the twenty fourth day of June two thousand and ten, at twenty-two minutes past nine hours (09:22) Western Indonesia Standard Time. Appears before me,Doktor AMRUL PARTOMUAN POHAN, Sarjana Hukum, Lex Legibus Magister, Notary in Jakarta, in the presence of witnesses known to me, Notary, and who will be mentioned at the end of this deed: −Mr. PRASETIO, born in Surabaya, on the twenty-third day of November one thousand nine hundred and sixty (23-11-1960), Indonesian National, Director of Compliance and Risk Management of “PERUSAHAAN PERSEROAN (PERSERO) PT TELEKOMUNIKASI INDONESIA TBK”, residing in Jakarta, at Tebet Dalam IV-E number: 27, Kelurahan Tebet Barat, Kecamatan Tebet, South Jakarta, holder of Resident Identity Card (KTP) number: 09.5301.231160.0287; −according to his statement in this matter acting in his aforementioned capacity representing the Board of Directors of and as such acting for and on behalf of and lawfully representing limited liability company “PERUSAHAAN PERSEROAN (PERSERO) PT TELEKOMUNIKASI INDONESIA TBK”, domiciled in Bandung Municipality, addressed at Jalan Japati number 1, Bandung 40133, the Articles of Association of which have been adjusted tothe Limited Liability Company Law number 40 Year 2007(hereinafter shall be referred to as the“Limited Liability Company Law”), the State Ownership Enterprise Law number 19 year 2003(hereinafter shall be referred to as the “State Ownership Enterprise Law”)and Regulation of Capital Market and Financial Institution Supervisory Agency number: IX.J.1 on Main Subject of Articles of Association of Companies Performing Public Offering of Equity Securities and Public Companies(hereinafter shall be referred to as the “Regulation of Capital Market and Financial Institution Supervisory Agency number: IX.J.1”);as published in: −State Gazette of the Republic of Indonesia dated the seventeen day of October two thousand and eight (17-10-2008) number: 84, Supplement Number: 20155/2008; −whereas the last change of composition of members of Board of Directors and Board of Commissioners of the limited liability company is contained in deed of mine, Notary, dated the seventh day of September two thousand and seven (7-9-2007) number: 8, and notification of this  amendment was received by the Minister of Justice and Human Rights of the Republic of Indonesia as in his letter dated twenty fifth day of September two thousand and seven (25-9-2007), number: W7-HT.01.10-13414; and my deed, Notary, dated ten day of July two thousand and nine (10-7-2009) number 14; and the notification was received by the Minister of Justice and Human Rights of the Republic of Indonesia as in his letter dated twenty two day of July two thousand and nine (22-7-2009), number AHU.AH.01.10-11012; (hereinafter“PERUSAHAAN PERSEROAN (PERSERO) PT TELEKOMUNIKASI INDONESIA TBK”shall be sufficiently referred to as the“Company”);


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−Theappeareris known to me, Notary. −The appearer acting as aforementioned first states as follows: −That on Friday, dated the eleven day of June two thousand and ten (11-6-2010), at Pangeran Kuningan Hall, Graha Citra Caraka Floor 1, Jalan Gatot Subroto Kaveling 52, South Jakarta, an Annual General Meeting of Shareholders (hereinafter shall be referred to as the“Meeting”); −That in the Meeting, holder of one (1) ‘A’ Dwiwarna Share and holder of ‘B’ shares jointly representing fifteen billion nine hundred and fifty one million eight hundred and eighteen thousand nine hundred and thirty-nine(15,951,818,939)shares or constituting eighty-one point one hundred percent(81.100%)of total shares having voting rights issued by the Company up to the day of Meeting (excluding the treasury stock), namely four hundred and ninety million five hundred and seventy-four thousand five hundred(490,574,500)shares were present or represented, as such in consideration of Register of Shareholders of the Company as of the twenty six day of May two thousand and ten (26-5-2010) up to sixteen hundred hours Western Indonesia Standard Time (16:00 WIB); therefore, the Meeting shall be entitled to pass valid and binding resolutions on any matters discussed at the Meeting because the meeting quorum requirement are fulfilled and accordance to Article 27 paragraph 2 Articles of Association; −That this Meeting has been held with the agenda among others “Approval for Change of the Company’s Articles of Association”; −That the announcement of the Meeting have been published on twelve day of May two thousand and ten (12-5-2010)in “The Jakarta Post”; “Bisnis Indonesia”; and “Investor Daily” and the summons to this Meeting have been published on twenty seven day of May two thousand and ten (27-5-2010) in the same newspapers; −That the foregoing matters are contained in deed of “Minutes of Annual General Meeting of Shareholders of PERUSAHAAN PERSEROAN (PERSERO) PT TELEKOMUNIKASI INDONESIA Tbk, the minute of which deed was drawn up by me, Notary dated the eleven day of June two thousand and ten (11-6-2010) number: 17 (hereinafter shall be sufficiently referred to as“Meeting Minutes”) −Now, the appearer acting as such states that he hereby restates a part of the resolutions passed in the Meeting, namely the following sixth items of the Meeting agenda as contained in Meeting Minutes, are as follows: “The Meeting with absolute majority votes, namely seventy-four point three two eight three percent (74.3283%) of the entire votes lawfully cast in the Meeting (provided, however, that the entire shareholders having nine hundred and thirty-one million eight hundred and eighty five thousand five hundred and seventy-two (931,885,572) shares cast blank votes), has resolved to approve: −Theamendmentto the Company’s some Articles of Association, namely: −Article3 paragraph 2 on Purpose and Objective of the Company; and


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−Article15 paragraph 6 on Blank/ Abstain votes; in order to be adjusted to Regulation of Capital Market and Financial Institution Supervisory Agency number: IX.J.1; −Article16 paragraph 8, 13, 14 and 17 on Term of Office of the Board of Directors; −Article 19 paragraph 8, 12, 16 and 17 on Term of Office of the Board ofCommissioners; and −Article 19 paragraph 6 on The appointment of members of the Board of Directors and the Board of Commissioners at the same time; in order to be adjusted to State-Owned Enterprises Law and Regulation of Capital Market and Financial Institution Supervisory Agency number: IX.J.1; −Article 17 paragraph 7 on Material Transactions in order to be adjusted to Regulation of Capital Market and Financial Institution Supervisory Agency number:IX.E.2 on Material Transaction and the Amendment of Main Business (hereinafter shall be sufficiently referred to as “Regulation of Capital Marketand Financial Institution Supervisory Agencynumber IX.E.2”); −The amendment of entire Articles of Associationaforementionedis in accordance with the matrix of the amendment of Articles of Association that have been distributed to Company’s shareholders and explained in the Meeting.” −Now, the appearer actingin his aforementioned capacitythat he hereby restates and rearrange the Company’s entire of Articles of Association that previously amended in order to be adjusted to Limited Liability Companies Law, State-Owned Enterprises Law and Regulation of Capital Market and Financial Institution Supervisory Agency number: IX.J.1, that have been published inState Gazette of the Republic of Indonesia dated seventeen day of October two thousand and eight (17-10-2008) number: 84, Supplement Number: 20155/2008;and then amended in order to  be adjusted  to State-Owned Enterprises Law; Regulation of Capital Market and Financial Institution Supervisory Agency number: IX.J.1; and Regulation of Capital Market and Financial Institution Supervisory Agency number: IX.E.2; as approved in sixth agenda of the Meeting. −Thereforethe Company’s Articles of Association, shall hereinafter be written and read as follows:


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NAME AND DOMICILE Article 1 1.This limitedliabilitycompany shall bear the name of “PERUSAHAAN
PERSEROAN (PERSERO) PT TELEKOMUNIKASI INDONESIA TBK” or abbreviated to“PT
TELKOM INDONESIA TBK (PERSERO)”,hereinafter shall be sufficiently referred
to as the "Company", domiciled in Bandung Municipality. 2.The Companymayopen branches or representatives in other
places, in and outside the territory of the Republic of Indonesia as determined
by the Board of Directors.  DURATION OF THE COMPANY Article 2 This Company was established as of the twenty-fourth day
of September one thousand nine hundred and ninety-one (24-09-1991) and obtained
a legal entity status on the nineteenth day of November one thousand nine
hundred and ninety-one (19-11-1991) under Decree of Minister of Justice Number:
C2-6870. HT.01.01.th.91 as well as shall be established for an indefinite
period of time.  PURPOSE, OBJECTIVE AND BUSINESS ACTIVITY Article 3 1.The purpose and objective of this Company
shall be to provide networks andtelecommunicationand informatics services, as well as to optimize
the Company’s resources, one and another with due observance of the laws and
regulations. 2.To attain theaforementionedpurpose and objective, the Company may perform
the following activities: a.The
main business: 1)to plan, build, provide, develop, operate, market/sell/lease and
maintain telecommunication and informatics network in the widest sense with due
observance of the provisions of the laws and regulations; 2)to plan, develop, provide, market/sell and enhance telecommunication
and informatics services in the widest sense with due observance of the
provisions of the laws and regulations; b.The
supporting business: 1)to provide payment transaction and fund transfer services by
telecommunication and informatics network; 2)to perform any other activities and businesses in the framework of
optimizing the resources owned by the Company, among others utilization of
fixed assets and movable assets, information system facility, education and
training facilities, repair and maintenance facilities.


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CAPITAL Article
4 1.TheCompany’s authorized capital amounts to
twenty trillion Rupiah (Rp.20,000,000,000,000.-), divided into eighty billion
(80,000,000,000) shares consisting of one (1) ‘A’Dwiwarnashare and
seventy-nine billion nine hundred and ninety-nine million nine hundred and
ninety-nine thousand nine hundred and ninety-nine (79,999,999,999) ‘B’ shares,
each share having the par value of two hundred and fifty Rupiah (Rp.250.-). 2.Of
the aforementioned authorized capital, twenty billion one hundred and fifty-nine
million nine hundred and ninety-nine thousand two hundred and eighty
(20,159,999,280) shares comprising one (1) ‘A’Dwiwarnashare and twenty
billion one hundred and fifty-nine million nine hundred and ninety-nine
thousand two hundred and seventy-nine (20,159,999,279) ‘B’ shares having the aggregate
par value of five trillion thirty-nine billion nine hundred and ninety-nine
million eight hundred and twenty thousand Rupiah (Rp.5,039,999,820,000.-) that
have been fully paid-up in cash have been subscribed as evident from a deed of
mine, Notary, dated the sixth day of April two thousand and six (6-4-2006)
number 4, which has been approved by the Minister of Law and Human Rights of the
Republic of Indonesia dated the twenty-eighth day of April two thousand and six
(28-4-2006) Number: C-12265 HT.01.04.TH.2006. 3.Sharesthat are still in portfolio will be
issued based on the Company’s requirement on the terms, amount and price determined
by the Board of Directors based on the approval of a General Meeting of
Shareholders provided, however, that before being approved by a General Meeting
of Shareholders, the Board of Directors shall have  obtained the written recommendation
of the Board of Commissioners and the price of shares is not below par, and with
due observance of the provisions of the Articles of Association and the laws
and regulations in Capital Market in Indonesia. 4.If
sharesthatare still in portfolio
will be issued by rights issue to the shareholders, all shareholders whose
names have been recorded in the Register of Shareholders on the date specified
by or based on a resolution of a General Meeting of Shareholders with due
observance of the laws and regulations in Capital Market in Indonesia shall
have the pre-emptive right to buy the shares to be issued (hereinafter the
rights shall also be referred to as“Rights”or“HMETD”) and each
shareholder shall receive HMETD in proportion to the number of shares recorded
in his name in the Register of Shareholders referred to above by cash deposit
within the period specified by or based on a resolution of a General Meeting of
Shareholders that approves the issue of new shares. 5.HMETD
may be sold and transferred to any other parties with due observance of the
provisions of the Articles of Association and the laws and regulations in
Capital Market in Indonesia. 6.The
issue of shares by rights issue shall be first approved by a General Meeting of
Shareholders at the time and in the manner and at the price and on the terms
specified by the Board of Directors based on a resolution of a General Meeting
of Shareholders, one another with due observance of the provisions of the
Articles of Association and the laws and regulations in Capital Market in
Indonesia, provided that it is not at the price below par. 7.Regarding
the decision of the issue of shares by Rights Issue, the Board of Directors
shallannounceit in at least two
(2) daily newspapers in the Indonesian language having wide circulation in the
territory of the Republic of Indonesia and another one (1) in the English
language, as specified by the Board of Directors.


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8.If
within the period designated by or based on a resolution of a General Meeting
of Shareholders the Company’s shareholders or HMETD holders do not exercise the
right to buy thesharesoffered to
them by paying-off in cash, the Board of Directors shall be free to issue the
shares to any shareholders or HMETD holders intending to buy the shares in a
number greater than their exercised HMETD portion, provided that if the number
of shares to be subscribed in excess of the number of their HMETD portion
exceeds the number of remaining shares, the number of remaining shares shall be
allocated between the shareholders or HMETD holders intending to buy more
shares, respectively in proportion to the number of exercised HMETD, as such with
due observance of the laws and regulations in Capital Market in Indonesia. 9.If
after the allocation there are shares remaining unsubscribed, the remaining
shares shall be issued by the Board of Directors to any party who has stated his
readiness to buy theremainingshares at the price not lower than and subject to the terms specified by a
General Meeting of Shareholders approving the issue of shares, one another with
due observance of the provisions of the Articles of Association and the laws
and regulations in Capital Market in Indonesia. 10.The
provisions in paragraphs 4 to 9 of this Article shall also apply mutatis
mutandis in case the Company issues convertible bonds and/or warrants and/or any
other securities of similar type,oneanother with due observance of the provisions of the Articles of Association
and the laws and regulations in Capital Market in Indonesia. 11.With
respect to the issue of shares that are still in portfolio to the holders of
convertible bonds, warrantsand/or any
other securities of similar type, the Company’s Board of Directors shall have
the authority to issue the shares without giving any pre-emptive right to the then
existing shareholders to buy the intended shares, one another with due observance
of the provisions contained in the Articles of Association and the laws and
regulations in Capital Market in Indonesia. 12.The
Board of Directors shall also be authorized to issue shares that are still in
portfolio, convertible bonds, warrants and/or any other convertible securities,
without giving HMETD to the existing shareholders, including by private
placement or public offering provided,however,
that the issue of shares, convertible bonds, warrants and/or any other
convertible securities shall be subject to a prior approval of a General
Meeting of Shareholders with due observance of the laws and regulations in
Capital Market in Indonesia. 13.The
provisions contained in paragraphs 4 to 12 of this Article shall mutatis
mutandis also apply if there is an increase of the authorized capital to be
followed by further shares placement. 14.Any
resolution of a General Meeting of Shareholders referred to in paragraphs 4 to
12 of this Article shall be attended and approved by the holder of ‘A’Dwiwarnashare.


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SHARES Article
5 1.The
Company’s entire shares are registered shares and issued in the name of their
owners who are recorded in the Register of Shareholders consisting of ‘A’Dwiwarnashare, which is exclusively held by the Republic of Indonesia and ‘B’ shares,
which may be held by the public. 2.‘A’Dwiwarnashare has the exclusive right: To propose any nomination
     that binds and approves the appointment of members of the Board of
     Directors or members of the Board of Commissioners;
 To approve any amendment to
     Articles of Association, including any increase or reduction of subscribed
     and paid-up capital;
 To approve any merger,
     consolidation, acquisition and separation;
 To approve any dissolution
     and liquidation; which implementation shall be conducted
based on the provisions of the Articles of Association. 3.The
Company shall only recognize one person or one legal entity as the owner of one
share, namely the person or legal entity whose name is recorded as a
shareholder in the Register ofShareholders. 4.The
Company shall provide the evidence of shares ownership in the form of a share
certificate or collective certificate in the name of the owner who is recorded
in the Company’sRegisterof
Shareholders, if the Company’s shares are not entered in the Collective Custody
in the Depository and Settlement Institution with the form and content
designated by the Board of Directors with due observance of the laws and
regulations in capital market. 5.For any
sharesincludedin the Collective Custody
in the Depository and Settlement Institution or in the Custodian Bank
(particularly in the framework of Collective Investment Contract), the Company
shall issue a certificate or written confirmation to the Depository and
Settlement Institution or in the Custodian Bank (particularly in the framework of
Collective Investment Contract) signed by the Company’s Board of Directors. 6.The
Certificate or written Confirmation issued by the Company for the shares
included in the CollectiveCustodyshall at least contain: the name and address of the Depository
     and Settlement Institution or the Custodian Bank executing the relevant
     Collective Custody;
 the date of issue of written
     confirmation;
 the number of shares covered
     in the written confirmation;
 the amount of share par
     value covered in the written confirmation;


 the provisions
     that each share in the Collective Custody with the same classification is
     equal and exchangeable one to another.


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7.If a
share for anyreasonsbecomes the
possession of several persons, those joint owners shall be required to appoint
in writing one of them or any other person as their joint proxy and only the
name of the authorized or appointed person is entered in the Register of
Shareholders and shall be considered the shareholder of the relevant share and
entitled to exercise any rights conferred by the law on such share. 8.In
so far the provision of paragraph 7 above has not yet been complied with, the
shareholder shall not be entitled to cast vote in any General Meeting of
Shareholders, while the dividend payment for the share shall be suspended. 9.All
shares issued by the company may be encumbered with due observance of the
provisions of thelawsand
regulations on the encumbrance of shares, the laws and regulations in Capital
Market in Indonesia and UUPT (Law of Limited Liability Companies). 10.Each
shareholder shall, by law, be subject to the Articles of Association and any resolutions
validly passed in any General Meeting of Shareholders and the laws and
regulations. 11.Any shares
of the Company listed on the Stock Exchange in Indonesia shall be subject to the
laws andregulationsin Capital
Market in Indonesia.  REPLACEMENT
OF SHARE CERTIFICATE Article
6 1.If a
share certificate is damaged or no longer useable, at the written request of
the share certificate holder to the Company’s Board of Directors by presenting a
proof of no longer usablesharecertificate, the Board of Directors shall issue a replacement of share
certificate bearing the same number as the original number.  Any cost to
replace the share certificate shall be for the account and at the expense of
the relevant shareholder. 2.The
original share certificate as referred to in paragraph 1 shall then be
destroyed by the Board of Directors in the next Board of Directors meeting, and
such event shall be articulated in minutes to be reported in the next General
Meeting of Shareholders. 3.If a
share certificate is lost or totally damaged, the relevant shareholder submitting
the written request to the Board of Directors in order to obtain its
replacement shall be given the replacement and any incurring cost shall be for
the account and at the expense of the relevant shareholder, provided that he
could present a proof of reporting document from thePoliceof the Republic of Indonesia on the loss of share or any
proof acceptable to the Board of Directors evidencing that the share
certificate is truly totally lost and provide the adequate guarantee as deemed
necessary by the Board of Directors for any particular event. 4.The
issue of anyreplacementfor a lost
share certificate listed on the Stock Exchange in Indonesia shall be subject to
the laws and regulations in Capital Market in Indonesia and the regulations of
Stock Exchange in Indonesia in the place where the Company’s shares are listed
and required to be announced in the Stock Exchange where the Company’s shares
are listed based on the regulations of Stock Exchange in Indonesia where the
Company’s shares are listed.


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5.The
issue of any replacement for a share certificate based on this article shall
render the original share certificatetobe null and void. 6.The
provisions in this Article 6 shall also apply mutatis mutandis to the issue of replacement
for anycollectivecertificate or
written confirmation.  REGISTER
OF SHAREHOLDERS AND SPECIAL REGISTER Article
7 1.The
Board of Directorsorits appointed
proxy shall be required to keep and maintain a Register of Shareholders and
Special Register in the Company’s domicile. 2.The Register
of Shareholders shall contain: the
name and address of shareholders; the number, serial number
     and date of acquisition of share certificates or collective certificates
     owned by the shareholders; b.the
amount paid for each share; the name and address of any
     person or legal entity having the lien on shares or being the fiduciary
     grantee  and the date of acquisition of lien or the date of registration of
     fiduciary security, and;
 any other particulars deemed
     necessary by the Board of Directors and/or required by the laws and
     regulations; 3.The
Special Register shall contain any information on the shares ownership of
members of the Board of Directors and Board of Commissioners and their families
in the Company and/or in anyotherCompanies and the date of acquisition of the shares. 4.Any
change of address of the shareholders shall be notified in writing. 5.In
so far the notification hasnotbeen
received, any correspondence to the shareholders or any summons and notice to a
General Meeting of Shareholders shall be delivered to the shareholders’
addresses latest recorded in the Company’s Register of Shareholders. 6.The
Board of Directors shall keep and maintain the Register of Shareholders and
Special Register in the bestpossibleway. 7.The Board of Directors may appoint and give
authority to the Securities Administration Bureau to execute the recordation
and administration of the Company’s shares in the Register of Shareholders. 8.Any shareholder shall be entitled to see the
Register of Shareholders and Special Register relating to him during the
Company’s office working hours.


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9.Any recordation and/or alteration to the Register
of Shareholders shall be approved by the Board of Directors and proven by the
signing of the record of such alteration by the President Director and
President Commissioner or their authorized proxy, or by the Securities
Administration Bureau appointed by the Board of Directors, based on the laws
and regulations in Capital Market in Indonesia. 10.Any registration or recordation in the Register
of Shareholders, including any recordation of any sale, transfer, encumbrance,
pledge or cession relating to any shares or right to or interest in shares to
be conducted based on the provisions of these Articles of Association and any
shares listed on the Stock Exchange of Indonesia shall be subject to the laws
and regulations in Capital Market in Indonesia. 11.At the request of the relevant shareholders or pledgee,
any pledge of share shall be recorded in the Register of Shareholders in the
manner to be determined by the Board of Directors based on satisfyingproof acceptable to the Board of Directors regarding the relevant pledge of share. 
The recognition of the pledge of share by the Company as required in Article
1153 of the Civil Code shall be proven only from the recordation of the pledge
of share in the Register of Shareholders.  COLLECTIVE
CUSTODY Article
8 1.Any shares in the Collective Custody in the Depository and
Settlement Institution shall be recorded in the Register of Shareholders in the
name of the Depository andSettlement
Institution in the interest of all Securities account holders in the Depository
and Settlement Institution. 2.Any shares in the Collective Custody in the
Custodian Bank or the Securities Company shall be recorded in the Securities
account in the Depository and Settlement Institution in the name of the
Custodian Bank or the relevant Securities Company in the interest of all Securities
account holders in the Custodian Bank or Securities Company. 3.If the shares in the Collective Custody in
the Custodian Bank constitute a part of portfolio of Investment Fund Securities
in the form of Collective Investment Contract and not included in the
Collective Custody in the Depository and Settlement Institution, the Company
shall record the shares in the Register of Shareholders in the name of the
Custodian Bank in the interest of all holders of Investment Fund participation
Unit in the form of Collective Investment Contract. 4.The Company shall issuea certificate or
written confirmation to the Depository and Settlement Institution as referred
to in paragraph 1 of this Article or the Custodian Bank as referred to in
paragraph 3 of this Article, as a proof of recordation in the Register of
Shareholders. 5.The company shall transfer the shares in the Collective Custody
registered in the name of the Depository and Settlement Institution or
Custodian Bank for Investment Fund in the formof Collective Investment Contract in the Register of Shareholders to
the name of the party appointed by the Depository and Settlement Institution or
the Custodian Bank.  The request for transfer by the Depository and Settlement
Institution or Custodian Bank shall be submitted in writing to the Company or Securities
Administration Bureau appointed by the Company.


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6.The Depository and Settlement Institution,
Custodian Bank or Securities Company shall, if requested by the relevant shareholder,
issue a recordation note as confirmation to the shareholder becoming the holder
of securities account and as a proof of recordation with respect to the holding
of a number of shares by the relevant shareholder as recorded in his Securities
account in the Collective Custody, provided, however, that the recordation note
as the confirmation shall be signed in the name of the Depository and
Settlement Institution or Custodian Bank or the Securities Company maintaining
the Collective Custody as a proof of recordation in the Securities account. 7.In the Collective Custody, any share issued by the
Company from the same classification shall be equaland
exchangeable one to another. 8.The
Company shall refuse the recordation of shares transfer to the Collective Custody,
if the shares are lost or destroyed, unless the shareholder asking for such
transfer could provide an adequate proof of guarantee properly acceptable to
the Company that the relevant shareholder is truly the beneficial owner of the
lost or destroyed shares and the shares are truly lost or destroyed. 9.The Company shall refuse to record any transfer of shares to the
Collective Custody, if the shares arepledged,
placed under seizure based on the Court’s order or seized for examination of any
criminal case. 10.Any Securities account holder whose shares
are recorded in the Collective Custody in the Depository and Settlement
Institution or the Securities sub-account holder, whose shares are recorded in
the Securities account owned by the Custodian Bank or the Securities Company
shall be entitled to cast votes in any General Meeting of Shareholders proportionate
to the number of shares he owns in the Securities account. 11.Any Securities account holder entitled to
cast vote in a General Meeting of Shareholders shall be a party whose name is
recorded as a Securities account holder in the Depository and Settlement
Institution or whose name is recorded as a Securities sub-account holder in the
Securities account owned by the Custodian Bank or the Securities Company one
(1) workday prior to the date of summons to the General Meeting of
Shareholders. 12.The Custodian Bank or Securities Company shall submit a
list of Securities account holders or Securities sub-account holders and the
number of  shares of the Company held by the respective Securitiesaccount holders or Securities sub-account holders in the Custodian Bank or Securities
Company to be further submitted to the Company no later than one (1) workday
prior to the date of summons to the General Meeting of Shareholders to be recorded
in the Register of Shareholders especially maintained in the framework of the holding
of the relevant General Meeting of Shareholders. 13.The
Investment Manager shall have the right to be present and cast vote in a
General Meeting of Shareholdersforany
shares included in the Collective Custody in the Custodian Bank constituting a
part of the Investment Fund Securities portfolio in the form of Collective
Investment Contract and not included in the Collective Custody in the Depository
and Settlement Institution, provided, however, that the Custodian Bank gives
the name of the Investment Manager at the latest one (1) workday prior to the
date of summons to the General Meeting of Shareholders.


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14.The Company shall submit the dividends, bonus shares, or any other
rights in connection with the ownership of shares in the Collective Custody to
the Depository and SettlementInstitution,
and further the Depository and Settlement Institution shall submit the
dividends, bonus shares, or any other rights to the Custodian Bank and or the Securities
Company listed as the account holders in the Depository and Settlement
Institution, to be further presented to the Securities account holders in the
Custodian Bank and/or Securities Company. 15.The Company shall submit the dividends, bonus
shares or any other rights in connection with the ownership of shares to the
Custodian Bank for the shares in the Collective Custody of the Custodian Bank constituting
a part of the Investment Fund Securities portfolio in the form of Collective
Investment Contract and not included in the Collective Custody in the Depository
and Settlement Institution. 16.The deadline for deciding the Securities account holders
entitled to receive dividends, bonus shares, or any other rights in connection
with the ownership of shares in the Collective Custody shall be determined by
or based on a resolution of a General Meeting of Shareholders, provided,
however, that the Custodian Bank and Securities Company shall submit a list of the
Securities account holders and the number of shares of the Company owned by the
respective Securities account holders on the date serving as the basis for
deciding the shareholders entitled to receive dividends, bonus shares or any
other rights to the Depository and Settlement Institution, which shall further submit
the consolidated list to the Company’s Board of Directors at the latest one (1)
workday after the date that serves as the basis for deciding the shareholders
entitled to receive the dividends, bonus shares or other rights.  TRANSFER
OF SHARES Article
9 1.In case of any change of ownership of a share, the original owner
who has been recorded in the Register of Shareholders shall remain considered
as the shareholder until the nameof the
new shareholder has been recorded in the Company’s Register of Shareholders with
due observance of the laws and regulations and provisions of Stock Exchange in
Indonesia, where the Company’s shares are listed. 2.Any transfer of shares shall be based on a
deed of transfer signed by the transferor and the transferee or their authorized
representatives or based on other documents adequately proving such transfer in
the opinion of the Board of Directors without prejudice to the provisions
herein and with due observance of the laws and regulations in Capital Market in
Indonesia. 3.The Deed of transfer or any other documents as referred
to in paragraph 2 shall be in the form as specified byand/or
acceptable to the Board of Directors and the copies of which shall be submitted
in writing to the Company, provided that the document of transfer of shares listed
on the Stock Exchange in Indonesia complies with the laws and regulations in
Capital Market in Indonesia, including the regulations prevailing in Stock
Exchange in Indonesia, where the Company’s shares are listed. 4.Thetransfer of shares
included in the Collective Custody shall be conducted by account transfer from
one Securities account to the other Securities account in the Depository and
Settlement Institution, Custodian Bank and Securities Company.


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5.The transfer of shares shall be allowed only
if all provisions in the Articles of Association have been complied with. 6.The transfer of shares shall be properly recorded
in the Register of Shareholders, relevant share certificate and collective
certificate. 7.The record shall be signed by the President
Director and President Commissioner or their authorized proxies or by the
Administration Bureau appointed by the Board of Directors. 8.The Board of Directors may, at its own
discretion and by giving the reason therefor, refuse to record any transfer of
shares in the Register of Shareholders, if the provisions in the Articles of
Association are not complied with or if any of the requirements of the transfer
of shares is not fulfilled. 9.If the Board of Directors refuses to record the transfer
of shares, the Board of Directors shall deliver a notice of refusal to the
party intending to transfer his right at the latest thirty (30) days after the
date the request for registration is received by the Board of Directors, provided,
however, that the Company’s shares listed on the Stock Exchange in Indonesia
shall be subject to the laws and regulations in Capital Market in Indonesia. 10.TheRegister of Shareholders
shall be closed one (1) workday prior to the date of advertisement of the
summons to a General Meeting of Shareholders, to decide the names of
shareholders who are entitled to attend the meeting. 11.Any person obtaining the right to a share
for the death of a shareholder or for any other reason causing the ownership of
a share to be legally transferred shall, by submitting a written request and
attaching his proof of right as required by the Board of Directors, be
registered as a holder of the share. 12.The registration shall only be conducted if
the Board of Directors can well accept the proof of transfer without prejudice
to the provisions in the Articles of Association and the laws and regulations
in Capital Market in Indonesia. 13.All limitation, prohibition and provisions
in the Articles of Association regulating the right to transfer shares and the registration
of the transfer of shares shall also apply mutatis mutandis to any transfer
based on paragraph 10 of this Article. 14.Any transfer of shares listed on the Stock Exchange in
Indonesia shall be subject to the provisions of the laws and regulations in
Capital Market in Indonesia, while the right to ‘A’ Dwiwarna share
shall be non-transferable to any party whosoever.


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GENERAL
MEETING OF SHAREHOLDERS Article
10 1.GeneralMeetingof Shareholders in the
Company shall be: Annual General Meeting of
     Shareholders as referred to in Article 11 hereof.
 Other General Meeting of
     Shareholders, hereinafter referred to as Extraordinary General Meeting of
     Shareholders, i.e. the General Meeting of Shareholders held at any time deemed
     necessary as regulated in Article 12 hereof. 2.The
term General Meeting of Shareholders herein shall mean both, i.e. the Annual
General MeetingofShareholders and
Extraordinary General Meeting of Shareholders, unless expressly stated
otherwise. 3.A
General Meeting of Shareholders, in miscellaneous items of the agenda, shall
not be entitled to pass any resolutions, unless all Shareholders are present
and/or represented in the General MeetingofShareholders and approve the addition to the items of the meeting agenda, and
the decision on the additional agenda items of the General Meeting of
Shareholders shall be unanimously approved.


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ANNUAL GENERAL MEETING OF SHAREHOLDERS Article
11 1.An
Annual General Meeting of Shareholders shall be held annually, at the latest at
the end of June each yearafterthe
closing of the Company’s books and accounts. 2.In an
Annual GeneralMeetingof
Shareholders: The Board of Directors shall
     submit an annual report as referred to in Article 23 paragraph 7.
 The Board of Directors shall
     propose the Company’s profit appropriation.
 A public accountant firm registered
     in the Capital Market Supervisory Agency as proposed by the Board of
     Commissioners shall be appointed to conduct an audit on the Company’s
     Financial Statements of the current year, including the internal control audit
     on the financial reporting subject to the prevailing provisions of the
     capital market authority where the Company’s shares are registered and/or
     listed.
 The Board of Directors may
     propose any other matters in the Company’s interest based on the provisions
     of the Articles of Association. 3.The
approval of Annual Report, including the ratification of financial statements
by an Annual General Meeting of Shareholders shall mean giving full acquittal
and discharge to members of the Board of Directors and Board of Commissioners
of the management and supervision actionsperformedduring the past financial year, in so far such action is reflected in the
Annual Report and Financial Statements. 4.If
the Board of Directors or Board of Commissioners fails to hold an Annual
General Meeting of Shareholders at the designated time, one (1) or more
shareholders holding at least one tenth (1/10) of the total number of shares
with valid voting rights shall be entitled to summon by themselves the Annual
General Meeting of Shareholders at the expense of the Company subject to the
permission of the Chairman of the District Court whose jurisdiction covers the
Company’s domicile.  EXTRAORDINARY
GENERAL MEETING OF SHAREHOLDERS Article
12 1.The
Board of Directorsshallbe authorized
to hold an Extraordinary General Meeting of Shareholders. 2.The Board
of Directorsshallsummon and hold an
Extraordinary General Meeting of Shareholders at the written request of the
Board of Commissioners or one (1) or more shareholders holding at least one tenth
(1/10) of the total number of shares with valid voting rights. The written request shall be submitted
in writing by specifying the matters to discuss along with the reasons thereof.


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3.If
the Board of Directors fails to serve notice to hold an Extraordinary General
Meeting of Shareholders referred to in paragraph 2 after the period of fifteen
(15) days from the receipt of the request letter to be subsequently followed by
the summons based on the laws and regulations, the Board of Commissioners may serve
notice and summons to the General Meeting of Shareholders by itself. 4.If
the Board of Commissioners fails to serve notice to hold an Extraordinary
General Meeting of Shareholders as referred to in paragraph 2 after the period
of fifteen (15) days from the receipt of the request letter to be subsequently
followed by the summons based on the laws and regulations, the relevant
shareholder signing the request letter shall be entitled to notify and convene
the meeting by himself at the expense of the Companysubjectto the permission of the Chairman of District Court
whose jurisdiction covers the Company’s domicile. 5.The holding
of the meeting as referred to in paragraph 4 shall comply with the order of the
Chairman ofDistrictCourt giving
such permission.  VENUE
OF AND SUMMONS TO GENERAL MEETING OF SHAREHOLDERS Article
13 1.A
General Meeting of Shareholders shall be held in the Company’s domicile or at
the place of main activity of the Company or in the domicile of Stock Exchange
in Indonesia where the Company’s shares are listed. 2.At
least fourteen (14) days prior to the serving of summons to a General Meeting
of Shareholderswithoutcalculating
the date of notice and date of summons, the party entitled to serve summons
shall notify the shareholders by placing an advertisement in at least two (2)
daily newspapers in the Indonesian language having wide circulation in the
territory of the Republic of Indonesia and in one (1) daily newspaper in the
English language. 3.The
summons to a General Meeting of Shareholders shall be served to the
shareholders by advertisement in at least two (2) daily newspapers in the Indonesian
language having wide circulation in the territory of the Republic of Indonesia
and in one (1) daily newspaper in the English language as determined by the
Board of Directors. The summons to a General Meeting of
Shareholders shall be served at least fourteen (14) days prior to the date of
General Meeting of Shareholders without calculating the date of summons and
date of Meeting. 4.The
summons to a General Meeting of Shareholders shall contain the day, date, time,
venue and agenda of the meeting along with the information that the materials
to discuss in the meeting are available in the Company’s office from the day of
summons until the date ofmeeting.
The summons to an Annual General Meeting of Shareholders shall also contain
that the annual report referred to in Article 23 has been made available in the
Company’s office effective from the date of summons to the meeting and that copies
of the balance sheet and profit/loss accounts of the previously passing financial
year can be obtained from the Company at the written request of the
shareholders.


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5.Any
proposal of theshareholdersshall
be entered in the agenda of a General Meeting of Shareholders if: the relevant proposal has
     been submitted in writing to the Board of Directors by one or more
     Shareholders holding at least one tenth (1/10) of the total number of
     shares with valid voting rights;
 The relevant proposal has
     been received by the Board of Directors at least seven (7) days prior to
     the date of summons to the relevant meeting.
 in the opinion of the Board
     of Directors, the proposal is considered directly relating to the
     Company’s business.  CHAIRMAN
AND MINUTES OF GENERAL MEETING OF SHAREHOLDERS Article
14 1.The
General Meeting of Shareholders shall be presided over by the President
Commissioner. 2.In
case the President Commissioner is absent or prevented for any reasons
whatsoever, of which impedimentnoevidence to any third party shall be required, the General Meeting of
Shareholders shall be presided over by a member of the Board of Commissioners. 3.In
case none of members of the Board of Commissioners is present or they are all prevented
for any reasons, of which impediment no evidence to any third party shall be
required, the GeneralMeetingof
Shareholders shall be presided over by the President Director. 4.In
case the President Director is absent or prevented for any reasons whatsoever,
of which impediment no evidence to any third party shall be required, the
General Meeting of Shareholders shall be presided over by Vice President
Director. 5.In
case Vice President Director is absent or prevented for any reasons whatsoever,
of which impediment noevidenceto
any third party shall be required, or in case no Vice President Director is
appointed, the General Meeting of Shareholders shall be presided over by any
member of the Board of Directors. 6.In case none of members of the Board of Directors is present or
they are all prevented for any reasons whatsoever, of which impediment no
evidence to any third party shall be required, theGeneral Meeting of Shareholders shall be presided over by a person elected
by and from amongst those present in the General Meeting of Shareholders. 7.The meeting participants shall prove their authority
to be present in the meeting, i.e. based on the requirements specified by the
Board of Directors or Board of Commissioners contained in the summons to the
meeting provided, however, that any shares listed on the Stock Exchange in Indonesia
shall be subject to the laws and regulations in Capital Market in Indonesia. 8.Meeting Minutes of anything discussed and
resolved in a General Meeting of Shareholders shall be drawn up by the Notary.


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9.The Meeting Minutes shall serve as valid evidence to all
shareholders and any third party on any resolutionsand
any proceedings of the meeting.  QUORUM,
VOTING RIGHTS AND RESOLUTIONS Article
15 1.a.     A
General Meeting of Shareholders may be held if it is attended by the
shareholders representing more than a half (1/2) of the total number of shares
with voting rights issued by the Company, unless otherwise herein contained. Failing to reach the quorum referred
     to in paragraph 1.a., the summons to the second meeting may be served
     without being preceded by any announcement/notice about the serving of the
     summons to the Meeting. The summons to the second meeting shall contain
that the first meeting has been held but failing to reach the prescribed quorum. The second meeting shall be held
     at the earliest ten (10) days and at the latest twenty-one (21) days
     effective from the First Meeting on the same terms and with the same agenda
     as required for the First Meeting, except for the quorum requirements
     specified in point d and the summons that shall be served at the latest
     seven (7) days prior to the second meeting without calculating the date of
     summons and the date of Meeting.
 The second meeting shall be
     valid and entitled to pass binding resolutions, if it is attended by the
     shareholders or the authorized proxies of the shareholders holding at
     least one third (1/3) of the total number of shares with valid voting
     rights.
 Failing to reach the quorum
     of the second meeting, at the Company’s request, a third meeting may be held
     with the quorum of attendance, number of votes to pass resolutions,
     summons and time to hold the Meeting to be determined by the authorized
     agency based on the laws and regulations. 2.A
shareholder may be represented by any other shareholder or any other person by virtue
of power of attorney. The power of attorney shall be prepared
and signed in the form decided by the Company’s Board of Directors without
prejudice to the provisions of the laws and regulations on civil proof and
shall be submitted to the Board of Directors at least three (3) workdays prior
to the date of the relevant General Meeting of Shareholders. The meeting chairman shall be entitled
to ask that the power of attorney to represent the shareholders be shown to him
in the meeting. 3.In
the meeting, each share shall give the right to its owner to cast one (1) vote. 4.Members
of theBoardof Directors, members
of the Board of Commissioners and employees of the Company may act as proxies
in the meeting, however the votes they cast as proxies in the meeting shall not
be counted in voting.


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5.Voting on individuals shall be conducted by unsigned folded ballots,
while on other matters shall beverbally,
unless the meeting chairman decides otherwise without any objection of one (1)
or more shareholders jointly representing at least one-tenth (1/10) of the
total number of shares with valid voting rights. 6.Blank votes or abstain shall be deemed issue
the same votes with a majority vote of shareholders who make a vote. 7.All resolutions shallbe passed in deliberation
for a consensus.  Failing this mode of settlement, the resolutions shall be passed
by voting based on the affirmative votes of more than a half (1/2) of the
number of votes cast lawfully in the meeting, unless it is determined otherwise
in the Articles of Association as regulated in Article 16 paragraph 7, Article
17 paragraph 8, Article 19 paragraph 7, Article 27 paragraph 2, Article 28
paragraph 1 and Article 29 paragraph 1 hereof. In case the proposed resolution
submitted does not obtain affirmative votes of over a half (1/2) of the number of
votes cast, the voting shall be repeated on two (2) proposals obtaining the
majority votes, until one of the two proposals has obtained more than a half
(1/2) of the total number of votes cast. If the number of affirmative votes is
equal to the number of negative votes, if it concerns individuals, a lot shall
be drawn, but if it concerns other matters the proposal shall be considered
refused. 8.a.     Any
resolution relating to transactions having conflict of interests as referred to
in Article 30 paragraph 1 hereof shall be passed in a General Meeting of
Shareholders specially held for such purpose that is attended by independent
shareholders, i.e. shareholders having no conflict of interests on such
transactions (hereinafter referred to as“Independent Shareholders”),
who have more than a half (1/2) of the total number of shares with valid voting
rights held by all Independent Shareholders without prejudice to the provision
of paragraph 1 point a of this Article, and the resolution shall be passed
based on the affirmative votes of all Independent Shareholders who have more
than a half (1/2) of the total number of shares with valid voting rights. In passing any resolutions,
     the main shareholders, members of the Board of Directors and members of
     the Board of Commissioners who have conflict of interests with the
     transactions that are decided shall not be entitled to give any
     recommendations or opinions.
 Any resolution passed by
     Independent Shareholders shall be confirmed by the whole meeting quorum to
     be followed by all shareholders present in the meeting, including
     Shareholders having conflict of interests.
 If in the first meeting, the
     number of Independent Shareholders who are present or represented
     apparently does not meet the required quorum stipulated in the first
     Meeting, at the Company’s request, a second meeting may be held after the
     summons to the meeting has been served (however without notification for
     the Meeting summons as referred to in Article 13), provided that the
     meeting is attended or represented by Independent Shareholders who hold
     more than a half (1/2) of the total number of shares with valid voting
     rights and the resolutions shall be passed based on the affirmative votes
     of more than a half (1/2) of the total number of shares held by the
     Independent Shareholders who are present / represented in the meeting.


 If the
     quorum in the second meeting is also not met, at the Company’s request,
     the third meeting may be held with the quorum of attendance,  number of
     votes to pass resolutions, summons and time to hold the Meeting to be determined
     by the Chairman of the Capital Market and Financial Institution
     Supervisory Agency and based on the provisions of the laws.


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9.Any
matters submitted by the shareholders during the discussion or voting in the
General Meeting of Shareholders shall meet the conditions as follows: in the opinion of the Meeting
     Chairman, they are directly relating to one of the items of the relevant
     meeting agenda; and
 the matters are proposed by
     one or more shareholders jointly holding at least one-tenth (1/10) of the
     total number of shares with valid voting rights; and
 in the Board of Directors’
     opinion the proposal is considered directly relating to the Company’s
     business.  BOARD
OF DIRECTORS Article
16 1.     a.     The
Company’s management shall be executed by the Board of Directors under the
supervision of the Board of Commissioners. The Board of Directors shall
     consist of at least three (3) members with the following composition: (i)    one
President Director; (ii)   one
Vice President Director (if appointed); and (iii)  one
or more Directors. 2.Eligible
to be appointed as members of the Board of Directors shall be individual
persons of Indonesian citizenship who are capable of taking legal actions,
unless in the period of five (5) years prior to their appointment, they have
ever: been declared bankrupt;
 become members of the Board
     of Directors or members of the Board of Commissioners or members of the
     Supervisory Board who are stated guilty of causing a Company or Public  State
     Corporation to be declared bankrupt; or
 been sentenced for
     committing an offence that harms the state’s and / or BUMN’s finance and /
     or relating to financial sector. 3.The
fulfillment of the requirements referred to in paragraph 2 of this Article
shall be proven by a statement signed by the prospective members of the Board
of Directors and the statement is kept by the Company.


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4.Besides fulfilling the requirements referred to in paragraph 2 of
this Article, the appointment of members of the Board of Directors shall be
conducted by considering the expertise, experience and other requirements based
on the laws and regulations. 5.The
appointment of members of the Board of Directors who do not comply with the
requirements as referred to in paragraph 2 of this Article shall be null and
void by law since the time when other members of the Board of Directors or
Board of Commissioners find out the incompliance with such requirements. 6.Besides
the requirements in paragraph (2) of this Article, between members of the Board
of Directors and members of the Board of Commissioners, there shall be nofamilyrelationshipup to the third (3rd) degree, both in a direct line and a
collateral line, or any relation arising from marriage or any marital relationship
(in-laws). In case of any occurrence of the condition
referred to above, the General Meeting of Shareholders shall be authorized to
dismiss one of them. 7.Members
of the Company’s Board of Directors shall be appointed from the candidates
nominated by the Holder of ‘A’DwiwarnaShare and have passed the
nomination process based on the provisions of the laws and the nomination shall
bind the General Meeting of Shareholders. Members of the Board of Directors shall
be appointed and dismissed by the General Meeting of Shareholders, which must
be attended by the Holder of ‘A’DwiwarnaShare and one or more
Shareholders who hold more than a half (1/2) of the total number of shares with
valid voting rights issued by the Company and the meeting resolution shall be
approved by the Holder of ‘A’DwiwarnaShare and one or more
Shareholders holding more than a half (1/2) of the total number of votes
lawfully cast in the meeting. 8.The
term of office of each member of the Board of Directors shall be five (5) years,
which mean effective from the date that determined by General Meeting of
Shareholders of his appointment until the closing of the fifth General Meeting
Shareholders after his appointment. After their term of office has expired,
members of the Board of Directors may be reappointed only for one (1) term of
office by the General Meeting of Shareholders. 9.The provisions
on the term of office of members of the Board of Directors shall be without
prejudice to the right of the General Meeting of Shareholders to dismiss
members of the Board of Directors at any time prior to the expiration of their
term of office by specifying the reason thereof. The reasons for dismissal as referred to
above shall be among others, if such members of the Board of Directors: a.are
unable to meet their duties agreed in the management contract; or b.are
unable to perform their duties properly; or do not carry out the
     provisions of the laws and regulations and/or the provisions of the
     Articles of Association; or


---



d.are involved in actions harming the Company and / or the State; e.are stated guilty by a Court’s judgment that has become final and
binding; f.have submitted a request of resignation. 10.Besides
the reason for dismissal of members of the Board of Directors as referred to
above, members of the Board of Directors may be dismissed by the General Meeting
of Shareholders based on other reasons considered appropriate by the General
Meeting of Shareholders in the Company’s interest and purpose. 11.The
plan of dismissal of members of the Board of Directors as referred to in
paragraph 9 of this Article shall be notified by the Holder of ‘A’DwiwarnaShare to the Board of Directors concerned in writing within no later than
fourteen (14) days prior to the date of the General Meeting of Shareholders. 12.The
decision of dismissal as referred to in paragraph 9 points a, b, c and d and
paragraph 10 of this Article shall be made after the persons concerned have
been given the opportunity to defend themselves in the General Meeting of
Shareholders.  Such dismissal shall be effective as of the conclusion of the
General Meeting of Shareholders deciding such dismissal. 13.If
for any reasons whatsoever the position of a member of the Board of Directors
is vacant, such vacancy shall be filled at the latest in the next General
Meeting of Shareholders. In so far the position is vacant and his
successor is still not available or has not held the position, another Director
appointed based on decision of the Board of Directors Meeting shall perform the
Director’s job with the same power and authority. 14.If
for any reasons whatsoever the Company does not have the Board of Directors or
the positions of all members of the Board of Directors are vacant, the Board of
Commissioners shall temporarily take the management action. Within no later than sixty (60) days
upon such vacancy, the Company shall hold a General Meeting of Shareholders to fill
the vacancy. 15.Members
of the Board of Directors may be suspended by the Board of Commissioners as
regulated in Article 20 paragraphs 8 to 12, if they act in conflict with these
Articles of Association or indicate to conduct actions harming the Company or
neglect their duties or there is an urgent reason for the Company. 16.A
member of the Board of Directors shall be entitled to resign from his position
by giving a written notification regarding his intention to the Company with
copy to the Holder of ‘A’DwiwarnaShare, Board of Commissioners and
other members of the Company’s Board of Directors no later than sixty (60) days
prior to the date of his resignation. −If the request of resignation does not specify the effective date
of resignation and there is no resolution of the General Meeting of
Shareholders regarding such resignation, such member of the Board of Directors
shall effectively resign after the period of sixty (60) days from the date of
receipt of the request letter of resignation has lapsed.


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−If any member(s) of the Board of Directors resign(s), causing the
number of members of the Board of Directors to become less than three (3)
persons, such resignation shall be valid, if it has been resolved by the General
Meeting of Shareholders and the new member(s) of the Board of Directors
has/have been appointed in order to meet the required minimum number of members
of the Board of Directors. 17.A
member of the Board of Directors who resigns before or after his term of office
has expired may be requested to give accountability of his actions that has not
been accounted to the General Meeting of Shareholders. 18.Members
of the Board of Directors shall be given salary and other allowances, including
retirement benefit, which amounts are determined based on a resolution of a
General Meeting of Shareholders and such authority may be delegated by the
General Meeting of Shareholders to the Board of Commissioners.  In case the
authority of the General Meeting of Shareholders is delegated to the Board of
Commissioners, the amounts of salaries and allowances shall be decided based on
resolution of the Board of Commissioners meeting. 19.The
position of a member of the Board of Directors shall end, if: he dies;
 his term of office has
     expired;
 he is dismissed based on a resolution
     of a General Meeting of Shareholders;
 he no longer complies with
     the requirements as member of the Board of Directors based on the
     provisions of the Articles of Association and the laws and regulations.
 he resigns based on the
     provision of paragraph 18. 20.The
provision referred to in paragraph 21 point d shall include, but not limited to
prohibited double positions. 21.Members
of the Board of Directors shall not serve other position concurrently as
specified hereunder: a.member
of the Board of Directors in other State-Owned Enterprise, Regional-Owned
Enterprise or private company or other position conducting the company’s
management; b.member
of the Board of Commissioners / Supervisory Board in a State-Owned Enterprise; c.other structural and functional position in the agency /
institution of central or regional government; d.other
position based on the provisions of the laws and regulations, member of the
management of political party and / or prospective / member of legislative and
or prospective regional head / regional deputy head; and or e.other position that may cause conflict of interests directly or
indirectly with the Company and / or conflicting with the laws and regulations.


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DUTIES
AND AUTHORITIES OF THE BOARD OF DIRECTORS Article
17 1.The
Board of Directors shall be assigned to take all actions relating to the
Company’s management in the Company’s interest and according to the Company’s
purpose and objective. 2.Each
member of the Board of Directors shall have the right and authority to act for
and on behalf of the Board of Directors to represent the Company in and outside
the Court on any matters and in any events, to bind the Company with other
party and other party with the Company, and to take all actions either regarding
the management or ownership with the limitation stipulated in paragraph 6 of
this Article, and with due observance of the laws and regulations in Capital
Market in Indonesia. 3.Each
member of the Board of Directors shall, in good faith and with full responsibility,
perform his duties in the interest and for the business of the Company with due
observance of the laws and regulations. 4.Each
member of the Board of Directors shall be personally responsible for the
Company’s loss, if he is guilty or fails to perform his duties based on the
provisions of the laws and regulations. However, the member of the Board of
Directors may not be requested to give accountability of the Company’s loss, if
he is able to prove that: the loss is not due to his
     fault or negligence;
 he has conducted the
     management in good faith and prudentially in the interest and according to
     the purpose and objective of the Company;
 he has no conflict of
     interests, directly or indirectly, with the management action causing a
     loss; and
 has taken an action to
     prevent any occurrence or continuation of such loss. 5.A
member of the Board of Directors shall have no right to represent the Company,
if: any case occurs in the Court
     between the Company and such member of the Board of Directors; or
 such member of the Board of
     Directors has conflict of interests with the Company. 6.Actions
of the Board of Directors that should obtain the written approval of the Board
of Commissioners: to buy and / or sell other
     company’s shares through stock exchange exceeding a certain number
     stipulated in decision of the Board of Commissioners;
 to conduct equity
     participation or dispose of equity participation in other business entity
     not conducted through Stock Exchange and the amount exceeds that
     stipulated in the decision of the Board of Commissioners;


 to conduct
     establishment, merger, dissolution, acquisition, transfer, separation and
     dissolution of subsidiary;
 to transfer, exchange, sell
     or buy business segments;
 to make license agreements
     and / or management contracts; regarding the terms and conditions and the
     types of license agreement and / or management contract that need the
     approval of the Board of Commissioners shall be regulated further in
     decision of the Board of Commissioners.
 to conduct transfer of fixed
     assets and other assets owned by the Company of the amount exceeding a
     certain amount stipulated in decision of the Board of Commissioners;
 to write-off any bad debt
     and inventory of any non-productive goods, which value exceeds a certain
     amount stipulated in decision of the Board of Commissioners;
 to bind the Company as
     guarantor (borg or avalist) causing the finance to exceed a certain amount
     stipulated in decision of the Board of Commissioners;
 to receive or give medium /
     long-term loans and to receive short-term loans that are not operational
     by nature, exceeding a certain amount stipulated in the Company’s work
     program and budget ratified in the decision of the Board of Commissioners;
 to nominate members of the
     Board of Directors and / or Commissioners in the subsidiaries:


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(i)which financial statements are consolidated with the Company’s;
and (ii)which gives contribution of income of minimum thirty percent (30%)
of the Company’s total consolidated operating income. The Board of Commissioners’ approval
specially relating to this point j shall be based on the resolution of the
Board of Commissioners meeting approved by all members of the Board of
Commissioners. The intended written approval shall be
articulated in the form of decision of the Board of Commissioners signed by the
President Commissioner and a member of the Board of Commissioners based on the
resolution of Board of Commissioners meeting. 7.The
Board of Directors action as referred to in paragraph 6 point a to point i
above shall first obtain the approval of the General Meeting of Shareholders in
case the value of transaction to be conducted by the Company is material and comply
with the provisions and requirements as stipulated in the regulation of capital
markets. −In the terms of the transaction to be executed does not reach the
value of material as stipulated in the regulation of capital markets, but will
affect significantly to the company’s main business, both from the operational
aspect, financial and commercial, Board of Directors and/or Board of Commissioners
can propose to be decided in General Meeting of Shareholders.


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8.In
taking the legal action to transfer, renounce right or encumber all or a part
of the Company’s assets of the value exceeding fifty percent (50%) of the total
Company’s net assets value, either in a single transaction or several independent
or related transactions in one financial year, the Board of Directors shall
obtain the approval of the General Meeting of Shareholders that is attended or
represented by the shareholders having at least three fourths (3/4) of the
total number of shares with voting rights and approved by at least three fourths
(3/4) of the total number of votes cast in the meeting. Failing to reach the prescribed quorum in
the meeting, at the earliest ten (10) days and at the latest twenty-one (21)
days after the first meeting, a second meeting may be held with the same agenda
as in the first meeting. The summons to the meeting shall be served
no later than seven (7) days prior to the second meeting excluding the date of
summons and the date of meeting, and for the summons to such meeting, prior
notification / announcement shall not be required and such second meeting shall
be attended or represented by the shareholders who hold at least two thirds
(2/3) of the total number of shares with valid voting rights and approved by at
least three fourths (3/4) of the total number of votes cast in the meeting. Failing to reach the quorum of the
second meeting, at the Company’s request a third meeting may be held with the quorum
of attendance, number of votes to pass resolutions, summons and time to hold
the Meeting to be determined by the authorized agency based on the laws and
regulations. 9.Without
prejudice to its responsibility, the Board of Directors shall also, for certain
actions, have the authority to appoint one or more persons as its proxy(ies) on
the conditions stipulated by the Board of Directors in a special power of
attorney, such authority shall be exercised pursuant to the Articles of
Association. 10.In
carrying out their duties, members of the Board of Directors shall comply with
the Company’s Articles of Association and the laws and regulations and shall
perform the principle of professionalism, efficiency, transparency,
independency, accountability, responsibility and fairness. 11.The
distribution of duties and authorities of each member of the Board of Directors
shall be stipulated based on any Resolution of the General Meeting of
Shareholders and in case the General Meeting of Shareholders fails to pass
resolution pertaining thereto, the distribution of duties and authorities of
members of the Board of Directors shall be decided based on the Board of
Directors’ resolution. 12.In administering
and / or managing the Company, the Board of Directors shall comply with any resolutions
passed in the General Meeting of Shareholders and the Board of Commissioners in
so far they are not conflicting with the laws and regulations and / or these
Articles of Association.


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BOARD
OF DIRECTORS MEETING Article
18 1.The
Board of Directors meeting may be held any time deemed necessary at the request
of one or more members of the Board of Directors or at the request of the Board
of Commissioners meeting or at the written request of one (1) or more
shareholders jointly representing one tenth (1/10) or more of the total number
of shares with voting rights. 2.The
summons to the Board of Directors meeting shall be served by members of the
Board of Directors who are entitled to represent the Board of Directors
pursuant to the provisions of Article 17 paragraph (2) hereof. 3.The
summons to the Board of Directors meeting shall be served by registered mail or
a letter hand-delivered to each member of the Board of Directors against
receipt or by facsimile or other electronic media at least three (3) days prior
to the meeting, without calculating the date of summons and the date of
meeting. In case the matters
to be discussed need to be immediately settled, the period of summons may be
shortened to no less than one (1) day, without calculating the date of summons and
the date of meeting. 4.The
meeting summons shall specify the agenda, date, time and place of meeting. 5.a.     The
Board of Directors meeting shall be held in the Company’s domicile or the
Company’s place of main business activity. If all members of the Board of
Directors are present or represented, such prior summons shall not be required
and the Board of Directors meeting may be held anywhere in the territory of the
Republic of Indonesia and the meeting shall be entitled to pass valid and
binding resolutions. The Board of Directors
     meeting as referred to in point a may be held by video conference or any other
     electronic media that enables all meeting participants to see and hear
     each other directly and to participate in the Meeting, and with respect
     thereto, all participants shall be considered present to determine the
     fulfillment of the required quorum and voting or passing of resolution. The minutes of the Meeting held by video
conference or any other electronic media shall be prepared in writing and
circulated to all participating members of the Board of Directors to be
approved and signed. 6.The
Board of Directors meeting shall be chaired by the President Director.  In case
the President Director is prevented or absent for any reason whatsoever, of which
impediment no evidence to any third party shall be required, the Board of
Directors meeting shall be chaired by Vice President Director.  In case the
Vice President Director is prevented or absent for any reason whatsoever, of
which impediment no evidence to any third party shall be required or in case no
Vice President Director is appointed, the Board of Directors meeting shall be
chaired by another member of the Board of Directors appointed by the Board of
Directors meeting.


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7.A member of the Board of Directors meeting may be represented in
the Board of Directors meeting only by another member of the Board of Directors
by virtue of power of attorney provided exclusively for such purpose. 8.A
member of the Board of Directors may only represent another member of the Board
of Directors. 9.In
other agenda items, the Board of Directors meeting shall not be entitled to pass
resolutions, unless all members of the Board of Directors or their legal
representatives are present and approve the additional items of meeting agenda
and approve the decision on the additional items of meeting agenda. 10.The
Board of Directors meeting shall be valid and entitled to pass valid and
binding resolutions, if more than a half (1/2) of the number of members of the
Board of Directors are present or represented legally in the meeting. 11.The resolutions
of the Board of Directors meeting shall be passed in deliberation for a
consensus. Failing this mode of settlement, the resolution
shall be passed by voting based on the majority affirmative votes of the number
of votes cast in the meeting. 12.In a
tie vote, the meeting Chairman shall have a casting vote with due observance of
the provision on accountability referred to in Article 17 paragraph 4. 13.a.     Each
member of the Board of Directors who is present shall be entitled to cast one
(1) vote and one (1) extra vote for each other member of the Board of Directors
he so represents. Voting on individuals shall
     be conducted by unsigned folded ballots, while on other matters shall be
     verbally, unless the meeting Chairman decides otherwise without any
     objection of the meeting participants.
 Each member of the Board of
     Directors who is present or represented in the meeting shall give or cast
     vote.
 In case a member of the
     Board of Directors does not give any vote (being abstain), such member of
     the Board of Directors shall observe and be responsible for any resolution
     of the meeting.
 Invalid votes shall be
     considered invalidly cast and deemed non-existent and shall not be counted
     to determine the number of votes cast. 13.In
any Board of Directors meeting, meeting minutes containing any matters
discussed, including statement of disapproval / dissenting opinions among
members of the Board of Directors, if any, and any resolved matters shall be
prepared. 14.The
meeting minutes as referred to in paragraph 14 of this Article shall be signed
by the meeting Chairman and all members of the Board of Directors who are
present in the meeting.


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15.The
Board of Directors may also pass valid resolutions without holding a Board of
Directors meeting, provided, however, that all members of the Board of
Directors give their approval in writing by signing the submitted proposal. 16.The resolutions
passed in such a manner shall have the same legal force and effect as any resolutions
validly passed in the Board of Directors meeting.  BOARD
OF COMMISSIONERS Article
19 1.a.     The
Board of Commissioners shall consist of at least two (2) members, one of them
shall be appointed as the President Commissioner. The Board of Commissioners
     is a panel and each member of the Board of Commissioners may not act
     individually, instead based on the Board of Commissioners resolution.
 The Company shall have an
     Independent Commissioner who meets the requirements based on the laws and
     regulations in Capital Market in Indonesia. 2.Eligible
to be appointed as members of the Board of Commissioners shall be individual
persons of Indonesian citizenship who are capable of taking legal actions,
unless in the period of five (5) years prior to their appointment, they have
ever: been declared bankrupt;
 become members of the Board
     of Directors or members of the Board of Commissioners or members of the
     Supervisory Board who are stated guilty of causing a Company or Public State
     Corporation to be declared bankrupt; or
 been sentenced for
     committing an offence that harms the state’s and / or BUMN’s finance and /
     or relating to financial sector. 3.Besides
fulfilling the requirements referred to in paragraph 2 of this Article, the
appointment of members of the Board of Commissioners shall be conducted by considering
the integrity, dedication, understanding on the company’s management issues
relating to one of management functions, that they have the adequate knowledge
in the Company’s business line and are able to give adequate time for
performing their duties and other requirements based on the laws and
regulations. 4.The
appointment of members of the Board of Commissioners failing to comply with the
requirements referred to in paragraph 2 of this Article shall be null and void
by law since the time when other members of the Board of Commissioners or Board
of Directors find out the non-fulfillment of such requirements. 5.Members
of the Company’s Board of Commissioners shall be appointed from Indonesian
Citizens who meet the requirements pursuant to the laws and regulations. 
Between members of the Board of Commissioners and between members of the Board
of Commissioners and members of the Board of Directors, there shall be nofamily relationship up to the third (3rd)
degree, both in a direct line and a collateral line, or any marital
relationship.


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In case of any occurrence of the
condition referred to above, the General Meeting of Shareholders shall be
authorized to dismiss one of them. 6.The
appointment of all members of the Board of Commissioners shall not be at the
same time with the appointment of all members of the Board of Directors. 7.Members
of the Board of Commissioners shall be appointed by the General Meeting of
Shareholders of the candidates nominated by the Holder of ‘A’DwiwarnaShare.  Such nomination shall bind the General Meeting of Shareholders. Members of the Board of Commissioners
shall be appointed and dismissed by the General Meeting of Shareholders, which
must be attended by the Holder of ‘A’DwiwarnaShare and one or more
Shareholders who hold more than a half (1/2) of the total number of shares with
valid voting rights issued by the Company and the meeting resolution shall be
approved by the Holder of ‘A’DwiwarnaShare and one or more
Shareholders holding more than a half (1/2) of the total number of votes
lawfully cast in the meeting. 8.The
term of office of each member of the Board of Commissioners shall be five (5)
years which mean effective from the date that determined by General Meeting of
Shareholders of his appointment until the closing of the fifth General Meeting
Shareholders after his appointment. After their term of office has expired,
members of the Board of Commissioners may be reappointed only for one (1) term
of office by the General Meeting of Shareholders. 9.The
conditions on the term of office of members of the Board of Commissioners shall
be without prejudice to the right of the General Meeting of Shareholders to
dismiss members of the Board of Commissioners at any time prior to the
expiration of their term of office.  Such dismissal may be conducted, if such
members of the Board of Commissioners, among others: are unable to perform their duties
     properly;
 do not carry out the
     provisions of the laws and regulations or the provisions of the Articles
     of Association; or
 are involved in actions
     harming the Company or the state; 10.The
plan of dismissal of members of the Board of Commissioners shall be notified by
the Holder of ‘A’DwiwarnaShare to the members of the Board of
Commissioners concerned verbally or in writing within no later than fourteen
(14) days prior to the date of the General Meeting of Shareholders. 11.Members
of the Board of Commissioners who will be dismissed shall be given the
opportunity to be present in the General Meeting of Shareholders to defend
themselves. Such dismissal shall be effective as of the conclusion of the
General Meeting of Shareholders deciding such dismissal.


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12.After
their term of office has expired, members of the Board of Commissioners may be
reappointed only for one (1) term of office by the General Meeting of
Shareholders. 13.Members
of the Board of Commissioners shall be given salary / honorarium and / or
allowances, including retirement benefit, which amounts shall be decided by the
General Meeting of Shareholders. 14.Members
of the Board of Commissioners shall not be allowed to hold any concurrent
positions as: members of the Board of
     Directors in State-Owned Enterprises, Regional-Owned Enterprises,
     Private-Owned Enterprises;
 other positions based on the
     provisions of the laws and regulations, management members of political
     parties and / or prospective / members of legislative and or prospective
     regional heads / regional deputy heads; and / or
 other positions that may
     cause conflict of interests. 15.If
for any reasons whatsoever the position of a member of the Board of
Commissioners is vacant, such vacancy shall be filled at the latest in the next
General Meeting of Shareholders, except the number of members of the Board of
Commissioners becomes less than two (2) persons, in such case the General
Meeting of Shareholders shall be held within sixty (60) days since such vacancy
to fill such vacancy. 16.A
member of the Board of Commissioners shall be entitled to resign from his
position by giving a written notification regarding his intention to the
Company with copy to the Holder of ‘A’DwiwarnaShare, Board of
Commissioners and other members of the Company’s Board of Directors no later
than sixty (60) days prior to the date of his resignation. −If the request of resignation does not specify the effective date
of resignation and there is no resolution of the General Meeting of
Shareholders regarding such resignation, such member of the Board of
Commissioners shall effectively resign after the period of sixty (60) days from
the date of receipt of the request letter of resignation has lapsed. −If any member(s) of the Board of Commissioners resign(s), causing
the number of members of the Board of Commissioners to become less than two (2)
persons, such resignation shall be valid, if it has been resolved by the
General Meeting of Shareholders and the new member(s) of the Board of
Commissioners has / have been appointed in order to meet the required minimum
number of members of the Board of Commissioners. 17.The
position of a member of the Board of Commissioners shall end, if: his term of office has
     expired;
 he resigns based on the
     provision of paragraph 18.
 he no longer complies with
     the requirements of the laws and regulations.
 he dies;
 he is dismissed based on the
     General Meeting of Shareholders;


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DUTIES AND AUTHORITIES OF THE BOARD OF COMMISSIONERS

Article 20 1.The Board of Commissioners shall: conduct supervision of the Company’s management policy conducted by the Board of Directors and give advice to the Board of Directors, including the Company’s development plan, work program and annual budget, the implementation of the provisions of the Company’s Articles of Association and resolutions of the General Meeting of Shareholders and the laws and regulations in consideration of the Company’s interest.perform the duties, authorities and responsibilities pursuant to the provisions of the Company’s Articles of Association and resolutions of the General Meeting of Shareholders;study carefully and sign the annual report prepared by the Board of Directors. 2.In connection with the duties of the Board of Commissioners as referred to in paragraph 1 of this Article, the Board of Commissioners shall be required to: give opinion and recommendation to the Annual General Meeting of Shareholders on periodical reports and other reports of the Board of Directors;supervise the implementation of the Company’s work program and budget (including investment budget) for the preceding financial year and present the result of its evaluation and opinion to the Annual General Meeting of Shareholders.follow the Company’s activity development and in case the Company gives an indication of slowing-down, it shall immediately request the Board of Directors to announce it to the shareholders and give recommendation on any correction measures to be taken;give opinion and recommendation to the General Meeting of Shareholders on any other issues deemed significant for the Company’s management;propose to the General Meeting of Shareholders, through the Board of Directors, for appointment of the public accountant firm to conduct audit on the Company’s financial statements, including internal control audit on financial reporting, based on the provisions put in place by the Capital Market authority, where the Company’s shares are registered and / or listed;give reports on the supervision duty conducted during the financial year that has just passed to the General Meeting of Shareholders;conduct other supervision duties stipulated by the General Meeting of Shareholders. 3.Members of the Board of Commissioners may not be requested to give accountability for the Company’s loss, if they are able to prove that they: have conducted supervision in good faith and prudentially in the Company’s interest and according to the Company’s purpose and objective;have no personal interest, directly or indirectly, in the management actions of the Board of Directors causing such loss; andhave given advice to the Board of Directors to prevent such loss from occurring or continuing.


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4.Members
of the Board of Commissioners, jointly as well as severally at any time during
the Company’s office hours shall be entitled to enter the buildings and
premises or other places used or controlled by the Company and to examine all
account books, documents and other instruments of proof, inventory of goods, to
examine and verify the condition of cash and any other securities, and to know
all actions taken by the Board of Directors. 5.In
performing its duties, the Board of Commissioners may request the assistance of
an expert for a limited term and establish a Committee required according to
the need or the laws and regulations and on the Company’s expense. 6.The
Board of Commissioners shall arrange job distribution amongst them, and  in
order to expedite their job, they may be assisted by a secretary whom they
appoint. 7.The
Board of Directors or each member of the Board of Directors shall give
explanation on any matters inquired by members of the Board of Commissioners or
the expert assisting them. 8.The
Board of Commissioners shall at any time be entitled to suspend one or more
members of the Board of Directors from their positions, if such member(s)
act(s) in conflict with these Articles of Association and the laws and
regulations or neglect(s) his / their duties or for any urgent reasons of the
Company. 9.Such
suspension shall be notified to the person(s) concerned with the reason for
such action. 10.Within
no later than forty-five (45) days after such suspension, the Board of
Commissioners shall hold a General Meeting of Shareholders that will decide
whether the relevant member(s) of the Board of Directors will be permanently
dismissed or reinstated to his / their former position, while such dismissed
member(s) of the Board of Directors shall be given an opportunity to be present
to defend himself / themselves. 11.The
meeting referred to in paragraph 10 of this Article shall be chaired by the
President Commissioner and if he is absent, of which impediment no evidence to
any third party shall be required, the meeting shall be chaired by another
member of the Board of Commissioners appointed for such purpose by the meeting
and if no member of the Board of Commissioners is present, the meeting shall be
chaired by a person selected by and from those present and the summons shall be
served based on the provisions contained in Article 13 hereof. 12.If
the General Meeting of Shareholders referred to in paragraph 10 of this Article
is not held within forty-five (45) days upon the suspension, the suspension
shall be automatically null and void by law and the person(s) concerned shall
be entitled to resume his / their former position.


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BOARD
OF COMMISSIONERS MEETING Article
21 1.Any
resolutions of the Board of Commissioners shall be passed in a Board of
Commissioners meeting, to which the Board of Commissioners may invite the Board
of Directors. 2.A
Board of Commissioners meeting may be held at least once in a month or at any
time deemed necessary by one or more members of the Board of Commissioners or
at the written request of the Board of Directors meeting or at the request of
one (1) or more shareholders holding at least one tenth (1/10) of the total
number of shares with valid voting rights. 3.The
summons to a Board of Commissioners meeting shall be served in writing by the
President Commissioner or by a member of the Board of Commissioners appointed
by the President Commissioner. 4.The
summons to a Board of Commissioners Meeting shall be served to each member of
the Commissioners by registered mail or hand-delivered against a proper receipt
or by facsimile or any other electronic media, which shall be immediately
confirmed by registered mail at least three (3) days and in any urgent case at
least one (1) day prior to the meeting without calculating the date of summons
and the date of meeting. 5.The
summons to the Meeting as referred to in paragraph 3 of this Article shall
contain the agenda, date, time and place of the meeting. 6.A
Board of Commissioners meeting shall be considered valid if it is held in the
Company’s domicile or at the place of its main business activity in the
territory of the Republic of Indonesia. 7.A
Board of Commissioners meeting held in a place other than that specified in
paragraph 5 of this Article shall be considered valid and may pass resolutions,
if it is held within the territory of the Republic of Indonesia and attended by
all members of the Board of Commissioners. 8.The
summons to the meeting shall not be required if all members of the Board of
Commissioners are present in the meeting. 9.A
Board of Commissioners meeting may be held by video conference or any other
means that enables all meeting participants to hear each other and participate
in the Meeting and pursuant thereto, all participants shall be considered
present to determine the fulfillment of the required quorum and voting or
resolutions. Minutes for a Board of Commissioners
meeting held by video conference or any other similar types of communication
means shall be prepared in writing and circulated to all participating members
of the Board of Commissioners to be examined and approved. 10.A
Board of Commissioners meeting shall be presided over by the President
Commissioner, in case the President Commissioner is unable to be present or
prevented, of which impediment no evidence to any third party shall be required,
the meeting shall be presided over by another member of the Board of
Commissioners appointed by and from amongst members of the Board of
Commissioners present.


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11.A
member of the Board of Commissioners may be represented in a Board of
Commissioners meeting only by another member of the Board of Commissioners by
virtue of power of attorney especially made for such a purpose. 12.A
Board of Commissioners meeting shall be authorized and entitled to pass binding
resolutions only if more than a half (1/2) of members of the Board of
Commissioners are present or represented in the meeting. 13.Any
resolutions in a Board of Commissioners meeting shall be passed in deliberation
for a consensus. 14.Failing
such mode of settlement, the resolutions shall be passed by voting based on the
majority affirmative votes of the total votes cast in the meeting. 15.In a
tie vote, the meeting Chairman shall have a casting vote with due observance of
the provision on accountability referred to in Article 20 paragraph 3 hereof. 16.Each
member of the Board of Commissioners shall be entitled to cast one (1) vote plus
one (1) extra vote for another member of the Board of Commissioners he so represents. 17.Voting
on individuals shall be conducted by  unsigned folded ballots, while on any
other matters shall be verbally, unless the meeting Chairman decides otherwise
without any objection based on the majority votes of the meeting participants. 18.Any
member of the Board of Commissioners who is present or represented in the
meeting shall give or cast vote. In case a member of the Board of
Commissioners does not give any vote (being abstain), such member of the Board
of Commissioners shall observe and be responsible for any resolution of the
meeting. 19.Invalid
votes shall be considered non-existent and shall not be counted to determine
the number of votes cast in the meeting. 20.In any
Board of Directors meeting, meeting minutes containing any matters discussed,
including statement of disapproval / dissenting opinions among members of the
Board of Directors, if any, and any resolved matters shall be prepared. 21.The
meeting minutes as referred to in paragraph 20 of this Article shall be signed
by the meeting Chairman and a member of the Board of Commissioners present in
the meeting. 22.The
resolutions may also be passed in lieu of a Board of Commissioners meeting, provided,
however, that all members of the Board of Commissioners have been notified
regarding the proposed resolutions and all members of the Board of
Commissioners have given their approval as evidenced by their signed consent. The resolutions passed in such a manner
shall have the same legal force and effect as resolutions validly passed in a
Board of Commissioners meeting. 23.A
Board of Commissioners meeting, in miscellaneous items of the agenda, shall not
be entitled to pass any resolutions, unless all members of the Board of Commissioners
or their authorized representatives are present and approve the additional items
of meeting agenda.


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COMPANY’S WORK PROGRAM AND BUDGET Article
22 1.The
Board of Directors shall prepare the Company’s Work Program and Budget for each
financial year, at least containing: The Company’s mission,
     business target, business strategy, policy and work/activity program;
 The Company’s budget
     specified in details with respect to each work/activity program budget;
 The financial projection of
     the Company and its subsidiaries;
 The work program of the
     Board of Commissioners. 2.The
design of the Company’s Work Program and Budget signed by all members of the
Board of Directors shall be submitted by the Board of Directors to the Board of
Commissioners no later than sixty (60) days before the relevant financial year
of the Company’s Work Program and Budget in order to obtain the Board of
Commissioners’ approval. 3.The
design of the Company’s Work Program and Budget shall be approved by the Board
of Commissioners no later than December prior to the commencement of the
Company’s new financial year. 4.In
case the design of the Company’s Work Program and Budget has not yet been
submitted by the Board of Directors and/or the Company’s Work Program and
Budget has not yet been approved within the period as referred to in paragraph
3 of this Article, the Company’s Work Program and Budget of the preceding year
shall apply. 5.The
Board of Directors shall prepare the Company’s business activity plan for the
next five (5) years articulated in the Company’s Long-Term Plan (RJPP) and submitted
to the Board of Commissioners for approval. Any change of the Company’s Long-Term
Plan (RJPP) shall be made by the Board of Directors according to the business
development and/or a change of assumption, to be subsequently submitted to the
Board of Commissioners for approval.


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FINANCIAL YEAR AND ANNUAL
REPORT Article
23 1.The
Company’s financial year shall commence from the first (1st) day of
January and end on the thirty-first (31st) day of December of the
same year. At the end of December each year, the
Company’s books shall be closed. 2.The
Board of Directors shall submit an annual report to a General Meeting of
Shareholders after review by the Board of Commissioners within no later than
six (6) months after the Company’s financial year ends, based on the laws and
regulations, it then shall be signed by all incumbent members of the Board of
Directors and incumbent members of Board of Commissioners in the relevant
financial year to be submitted to and to obtain the approval and ratification
in the Annual General Meeting of Shareholders. 3.In
case there are any members of the Board of Directors and Board of Commissioners
who do not sign the annual report, they shall specify the reasons in writing, which
shall be stated by the Board of Directors in a separate letter attached to the
annual report. 4.In
case there are any members of the Board of Directors or Board of Commissioners who
do not sign the annual report as referred to in paragraph 2 of this Article and
not give the reasons in writing, they shall be considered approving the content
of the annual report. 5.The
annual report audited by a Public Accountant registered in the Capital Market
and Financial Institution Supervisory Agency should have been made available in
the Company’s Office no later than the date of summons to the Annual General
Meeting of Shareholders to be examined by the shareholders. 6.The
Company shall announce the balance sheet and profit and loss statement in two
(2) daily newspapers in the Indonesian language having wide circulation in the
territory of the Republic of Indonesia based on the provisions of the laws and
regulations in capital market and the law of limited liability companies. 7.The
Annual Report as referred to in paragraph 2 shall contain at least: the financial statements
     consisting of the balance sheet of the end of financial year that has just
     passed in comparison with that of the preceding financial year, profit and
     loss statement of the relevant financial year, cash flow statement, and
     statement of equity change, and note on the financial statements;
 the report on the Company’s
     activities;
 the report of implementation
     of Social and Environment Responsibilities, and Partnership and
     Environment Advancement Program (if any);
 the detailed problems
     arising during the financial year that affect the Company’s business
     activity;
 the report on the
     supervisory duties assumed by the Board of Commissioners during the
     financial year that has just passed;
 the names of members of the
     Board of Directors and members of the Board of Commissioners;


 the
     salaries and allowances/facilities for members of the Board of Directors
     and members of the Board of Commissioners of the Company for the year that
     has just passed.


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REPORTING Article
24 1.The
Board of Directors shall prepare and submit to the Board of Commissioners
periodical reports containing the implementation of the Company’s Work Program
and Budget. 2.The
periodical reports referred to in paragraph (1) of this Article cover monthly
reports, quarterly reports and annual reports. 3.Besides
the periodical reports as referred to in paragraph (2) of this Article, the
Board of Directors may also give special reports to the Board of Commissioners. 4.The
periodical reports and any other reports referred to in paragraphs (1) and (3)
of this Article shall be submitted with the form, content and procedure of
compilation based on the provisions of the laws and regulations. 5.The
Board of Directors shall submit quarterly reports to the Board of Commissioners
no later than thirty (30) days upon expiration of the quarterly period. 6.The
quarterly reports as referred to in paragraph 5 of this Article shall be signed
by all members of the Board of Directors. 7.In
case there are members of the Board of Directors who do not sign the quarterly
reports referred to in paragraph 6 of this Article, they shall specify the
reasons in writing.  APPROPRIATION
OF PROFIT Article
25 1.The
Board of Directors shall submit a proposal to an Annual General Meeting of
Shareholders regarding the appropriation of the Company’s net profit in one
financial year as specified in the Financial Statements ratified by the Annual
General Meeting of Shareholders.  The proposal may state the amount of net
income that has not been distributed and will be appropriated as reserve funds
referred to in Article 26 hereunder, and the proposal of the amount of dividends
that may be distributed, one another without prejudice to the right of a
General Meeting of Shareholders to decide otherwise. 2.In
case the Annual General Meeting of Shareholders does not decide any other appropriation,
the net profit shall, after deduction by the reserve funds required by the laws
and regulations and Articles of Association, be distributed as dividends. 3.The
dividends referred to in paragraph 2 of this Article may be distributed only if
the Company has a positive profit balance. The dividend for one share shall be paid
to the person in whose name the share is registered in the Register of
Shareholders on a workday to be prescribed by or on the authority of a General
Meeting of Shareholders in which a resolution for dividend distribution is passed. The day of payment shall be announced by
the Board of Directors to all shareholders. Article 13 paragraph 2 shall apply
mutatis mutandis to such announcement.


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4.If the profit and loss account in a financial year indicates a
loss unable to cover by the reserve fund, the loss shall remain recorded and
entered in the profit and loss account and in the following financial year the
Company shall be deemed to make no profit in so far the loss recorded and
entered in the profit and loss account has not been completely cover, as such
without prejudice to the provisions of the laws and regulations. 5.a.     The
Company may distribute interim dividends before the Company’s financial year
ends based on a resolution of the Board of Directors meeting at the approval of
the Board of Commissioners in consideration of the projected profit earnings
and the financial capacity of the Company. In case after the financial
     year has ended the Company obviously suffers a loss, any distributed
     interim dividends shall be refunded by the shareholders to the Company.
 The Board of Directors and
     Board of Commissioners shall be jointly and severally responsibility for
     the Company’s loss, in case the shareholders are unable to refund the
     interim dividends. 6.The
Company may give percentage of profits to members of the Board of Directors and
Board of Commissioners and bonuses to employees, in case the Company’s
performance increases as evident from the passing of the prescribed target. The percentage of profits given to
members of the Board of Directors and Board of Commissioners and the bonuses to
employees may be given if they have been budgeted and calculated as an expense. 7.If
the percentage of profits to members of the Board of Directors and Board of
Commissioners and bonuses to employees are not budgeted and not calculated as an
expense in the current year, the Company may give percentage of profits to
members of the Board of Directors and Board of Commissioners and bonuses to
employees from the net profit. 8.The
profit distributed as dividends left unclaimed within five (5) years after it
is available for payment shall be entered in the reserve fund especially
allocated for such a purpose. The dividends in the special reserve
fund may be claimed by the entitled shareholders before the period of 10 years
has lapsed by presenting the proof of their right to the dividends acceptable
to the Company’s Board of Directors.  Any dividends left unclaimed after such period
has lapsed shall accrue to the Company.


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APPROPRIATION
OF RESERVE FUND Article
26 1.The
Company having the positive profit balance shall set aside a certain amount of
the net profit in each financial year to create a required reserve and any other
reserves. 2.The
allowance of net profit for the required reserve referred to in paragraph 1 of
this Article shall be conducted until the reserve has reached at least twenty
(20%) percent of the total subscribed and paid-up capital. 3.The
required reserve referred to in paragraph 1 of this Article that has not
reached the amount referred to in paragraph 2 of this Article may be used only
to cover the Company’s loss unable to cover by any other reserves. 4.If
the required reserve fund referred to in paragraph 1 of this Article has
exceeded the twenty percent (20%) amount, a General Meeting of Shareholders may
decide that the excess of the reserve fund be used for the Company’s
requirement. A part of the profit set aside for any other
reserve fund shall be determined by a General Meeting of Shareholders after
having considered the Board of Directors’ proposal (if any) with due observance
of the laws and regulations. 5.The
Board of Directors shall manage the reserve fund in order to generate a profit
in a manner it deems appropriate at the approval of the Board of Commissioners
with due observance of the laws and regulations. 6.Any
interest and other profits earned from the reserve fund shall be entered in the
Company’s profit and loss account.  AMENDMENT
TO ARTICLES OF ASSOCIATION Article
27 1.Amendment
to the Articles of Association shall be decided by a General Meeting of
Shareholders. 2.The
General Meeting of Shareholders with the agenda for amendment to the Articles
of Association may be held, if it is attended by the Holder of ‘A’Dwiwarnashare and any other shareholders or their authorized proxies jointly
representing at least two thirds (2/3) of the total number of issued shares with
voting rights, and the resolution shall be valid if it is approved by the
Holder of ‘A’Dwiwarnashare and any other shareholders or their
authorized proxies jointly representing at least two thirds (2/3) of the total
number of votes cast in the meeting. 3.The
amendment to the Articles of Association shall be made in a Notarial deed in the
Indonesian language.


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4.The amendment to the provisions of the Articles of Association pertaining
to any change of the Company’s name and/or domicile, purpose and objective and
business activity, duration, amount of authorized capital, reduction of
subscribed and paid-up capital, and/or alteration to the Company’s status from private
to public Company or vice versa, shall be subject to the approval of the
Minister having the duty and responsibility in Law and Human Rights affairs. 5.The
amendment to articles of association not contained in a deed of meeting minutes
drawn up by a notary shall be articulated in a notarial deed no later than
thirty (30) days effective from the date of resolution of the General Meeting
of Shareholders. 6.The
request for approval of the amendment to articles of association and the
notification on the amendment to articles of association shall be submitted to
the Minister having the duty and responsibility in the Law and Human Rights
affairs no later than thirty (30) days effective from the date of notarial deed
containing the amendment to the articles of association and registered at the
Companies Registry. 7.Any
amendment to Articles of Association other than those concerning the matters
specified in paragraph 4 of this Article shall be adequately notified by the
Board of Directors to the Minister having the duty and responsibility in the
Law and Human Rights affairs. 8.Failing
to reach the quorum of attendance as referred to in paragraph 2 of this
Article, at the earliest ten (10) days and at the latest twenty-one (21) days
after the first meeting, a second meeting may be held with the same agenda and the
same conditions as those required for the first meeting, except for the quorum
of attendance and period of summons that shall be served no later than seven
(7) days prior to the second meeting without calculating the date of summons
and the date of meeting and with respect to the summons to the meeting, no
prior notice/announcement shall be required. 9.The
second meeting as referred to in paragraph 8 of this Article shall be
authorized and entitled to pass resolutions, if the General Meeting of
Shareholders is attended or represented by the Holder of ‘A’Dwiwarnashare and any other shareholders or their authorized proxies jointly
representing at least three fifths (3/5) of the total number of shares with voting
rights, and the resolution shall be valid if it is approved by the Holder of
‘A’Dwiwarnashare and any other shareholders or their authorized
proxies jointly representing at least two thirds (2/3) of the total number of
votes validly cast in the meeting. Failing to reach the second meeting
quorum, a third meeting may be held at the Company’s request with the quorum of
attendance, number of votes to pass resolutions, summons and time to hold the
Meeting to be determined by the authorized agency based on the laws and
regulations. 10.The
resolution regarding capital reduction shall be informed in writing to the
Company’s entire creditors and announced by the Board of Directors in the State
Gazette of the Republic of Indonesia and in at least two (2) daily newspapers
in the Indonesian language having wide circulation in the territory of the
Republic of Indonesia and in one (1) daily newspaper in the English language no
later than seven (7) days as of the date of resolution on capital reduction.


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MERGER, CONSOLIDATION, ACQUISITION,
SEPARATION Article 28 1.With
due observance of the provisions of the laws and regulations in Capital Market
in Indonesia, a merger, consolidation, acquisition and separation may be
conducted only based on a resolution of a General Meeting of Shareholders
attended by the Holder of ‘A’Dwiwarnashare and any other shareholders
or their authorized proxies jointly representing at least three fourths (3/4)
of the total number of shares with voting rights and the resolution shall be
approved by the Holder of ‘A’Dwiwarnashare and any other shareholders
or their authorized proxies jointly representing at least three fourths (3/4)
of the total number of votes validly cast in the meeting. 2.Failing
to reach the prescribed quorum in the meeting referred to in paragraph 1, at
the earliest ten (10) days and at the latest twenty-one (21) days after the
first meeting, a second meeting may be held in the same manner as that of the
first meeting.  The summons to the meeting shall be served no later than seven
(7) days prior to the second meeting excluding the date of summons and the date
of meeting and with respect to the summons to the meeting, no prior
notice/announcement shall have been served and the second meeting shall be
attended by the Holder of ‘A’Dwiwarnashare and any other shareholders
or their authorized proxies jointly representing at least two thirds (2/3) of
the total number of shares with voting rights and the resolution shall be approved
by the Holder of ‘A’Dwiwarnashare and any other shareholders or their
authorized proxies jointly representing at least three fourths (3/4) of the
total number of votes cast in the meeting. Failing to reach the second meeting
quorum, a third meeting may be held at the Company’s request with the quorum of
attendance, number of votes to pass resolutions, summons and time to hold the
Meeting to be determined by the authorized agency based on the laws and
regulations. 3.The
Board of Directors shall announce in at least one (1) daily newspaper in the Indonesian
language having wide circulation in the territory of the Republic of Indonesia
and in one (1) daily newspaper in the English language the company’s plan of
merger, consolidation, acquisition and separation at the latest thirty (30)
days prior to the summons to the General Meeting of Shareholders. 4.The
merger, consolidation, acquisition, separation and alteration to the form of
legal entity shall be made in a Notarial deed in the Indonesian language. 5.The
provision referred to in Article 15 paragraph 1 point e on the prescription of
quorum for the third General Meeting of Shareholders shall mutatis mutandis
apply to General Meetings of Shareholders covered in this Article.


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DISSOLUTION
AND LIQUIDATION Article
29 1.With
due observance of the provisions of the laws and regulations, the Company’s
dissolution may be conducted only based on a resolution of a General Meeting of
Shareholders attended by the Holder of ‘A’Dwiwarnashare and any other
shareholders or their authorized proxies jointly representing at least three
fourths (3/4) of the total number of shares with voting rights and the
resolution shall be approved by the Holder of ‘A’ Dwiwarna share and any other
shareholders or their authorized proxies jointly representing at least three
fourths (3/4) of the total number of votes validly cast in the meeting. 2.Failing
to reach the prescribed quorum in the meeting referred to in paragraph 1, at
the earliest ten (10) days and at the latest twenty one (21) days after the
first meeting, a second meeting may be held with the same agenda as the first
meeting’s. 3.The
summons to the meeting shall be served no later than seven (7) days prior to
the second meeting excluding the date of summons and the date of meeting and with
respect to the summons to the meeting, no prior notice/announcement shall have been
served and the second meeting shall be attended by the Holder of ‘A’Dwiwarnashare and any other shareholders or their authorized proxies jointly
representing at least two thirds (2/3) of the total number of shares with
voting rights and the resolution shall be approved by the Holder of ‘A’Dwiwarnashare and any other shareholders or their authorized proxies jointly
representing at least three fourths (3/4) of the total number of votes validly
cast in the meeting. Failing to reach the second meeting
quorum, a third meeting may be held with the quorum requirement subject to the
provision of Article 15 paragraph 1 point e. 4.If
the Company is dissolved, either due to the expiration of the duration or based
on a resolution of a General Meeting of Shareholders, or stated dissolved based
on a Court’s order, liquidation shall be conducted by the liquidator. 5.The
Board of Directors under the supervision of the Board of Commissioners shall
act as the liquidator, if in the resolution of a General Meeting of
Shareholders or the order referred to in paragraph 4 no liquidator is appointed. 6.The
fee for the liquidators shall be determined by the General Meeting of
Shareholders or based on a Court’s order. 7.The
liquidator shall register at the Companies Registry, announce in the State
Gazette and in two (2) daily newspapers in the Indonesian language having wide
circulation in the territory of the Republic of Indonesia and in one (1) daily
newspaper in the English language at the discretion of the Directors and notify
the creditors pertaining thereto and report to the competent authority and the
Capital Market and Financial Institution Supervisory Agency based on the laws
and regulations. 8.The
Articles of Association as contained in this deed and their subsequent
amendments shall remain valid until the date of ratification of the liquidation
accounts by a General Meeting of Shareholders based on the majority affirmative
votes validly cast and the giving of full acquittal and discharge to the
liquidators.


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9.The remaining liquidation accounts shall be distributed to the
shareholders, who will respectively receive the portions proportionate to the
total par value fully paid for the shares in their respective possessions. 10.The
party conducting the liquidation shall also be required to announce the planned
distribution of remaining assets after the liquidation in at least two (2)
daily newspapers in the Indonesian language having wide circulation in the
territory of the Republic of Indonesia and in one (1) daily newspaper in the
English language and in the State Gazette of the Republic of Indonesia. 11.In
case the Company is dissolved, the Company may not take legal actions, unless
required for settlement of its assets in the liquidation process. 12.The
settlement action referred to in paragraph 11 of this Article shall include: Recordation and gathering of
     the Company’s assets;
 Designing the procedure of assets
     distribution;
 Payment to the creditors;
 Payment of the remaining
     assets after liquidation to the General Meeting of Shareholders; and
 Other measures required to
     take with respect to the assets settlement.  CONFLICT
OF INTERESTS Article
30 1.To
take any legal actions in the form of transactions containing conflict of
interests between the personal economic interest of members of the Board of
Directors, Board of Commissioners or shareholders and the Company’s economic
interest, the Board of Directors requires the approval of a General Meeting of
Shareholders as referred to in Article 15 paragraph 8. 2.a.     In
case of any matters in which the Company’s interest is in conflict with the
personal interest of any member of the Board of Directors, the Company shall,
at the approval of the Board of Commissioners, be represented by another member
of the Board of Directors. If the conflict of interests
     concerns the entire members of the Board of Directors, the Company shall
     be represented by the Board of Commissioners or by a member of the Board
     of Commissioners appointed by a Board of Commissioners meeting.
 If the conflict of interests
     concerns the entire members of the Board of Directors or Board of
     Commissioners, the Company shall be represented by another party appointed
     by a General Meeting of Shareholders; one another without prejudice to the
     provision in paragraph 1 of this Article.


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SHAREHOLDERS’ RESIDENCES Article
31 With
respect to any matters pertaining to Shareholders being the affairs of the
Company, the Shareholders shall be considered residing in addresses recorded in
the Register of Shareholders referred to in Article 7 hereof. CONCLUDING
PROVISIONS Article
32 Provided
that it is not separately covered in these Articles of Association, the Law of
Limited Liability Companies and any other laws and regulations including
regulations in Capital Market shall prevail. Anymatters that are not provided or are inadequately covered in these
Articles of Association shall be decided by a General Meeting of Shareholders.  −Finally, the appearer always acting as such
states that he hereby confers power on Mr. MARATUA, born in Padang Sidempuan, on the first day of January
one thousand nine hundred and seventy-two (1-1-1972), Indonesian National,
Employee of Notary’s Office, residing in Jakarta, at Jalan Tahi Bonar Simatupang,
Rukun Tetangga 011, Rukun Warga 003, Kelurahan Susukan, Kecamatan Ciracas, East
Jakarta, holder of Resident Identity Card (KTP) number: 09.5103.010172.0900,
and both jointly and
severally with the right of substitution are authorized to apply for approval or
gain the notification from Minister of Law and Human Rights of the Republic of
Indonesia related to the amendment some provisions of Company’s articles of
association and to prepare amendments and/or additions in whatever form which
may be called for and required by the competent authorities in order to obtain
the approval and for such purposes to submit the applications, sign the
applications and other deeds and documents, to choose domicile and further to
perform any acts required, nothing exempted. −thisdeedis concluded
at thirty two minutes past nine hours Western Indonesia Standard Time (09:32
WIB);


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IN WITNESS WHEREOF;  This deed is made and executed in Jakarta, on the day
and date mentioned in the preamble of this deed outside the office of mine,
Notary, at Café Gran Via, Grand Melia Hotel, Jalan Hajjah Rangkayo Rasuna Said,
Kaveling X-0, South Jakarta, in the presence of: -Mr. HIMAWAN SUTANTO, Sarjana Hukum, born
in Ciamis, on the eighteen day of December nineteen one thousand nine hundred
and seventy-two (18-12-1972), Indonesian National, residing in Tangerang, at
Jalan Sector V/17, Kelurahan Sudimara Jaya, Kecamatan Ciledug, Tangerang,
holder of Resident Identity Card (KTP) number: 3671061812720002; temporarily
staying in Jakarta; and -Mr. FADHLI ARPIN, Sarjana Hukum, born in Painan,
on the second day of February one thousand nine hundred and eighty-three (2-2-1983),
Indonesian National, residing in Bogor, at Atsiri Permai, Jalan Kenanga VIII/22,
Kelurahan Ragajaya, Kecamatan Bojong Gede, Bogor Regency, Resident Registration
Number: 3201130202830003, temporarily staying in Jakarta; both are employees of Notary’s office, as witnesses. The minute of this deed having been duly read out by me,
Notary, to the appearer and witnesses is immediately signed by the appearer,
witnesses and by me, Notary. Done with one alteration, namely one deletion with
substitution. Signed by
 :
 Mr. PRASETIOMr. HIMAWAN SUTANTO, SHMr. FADHLI ARPIN, SHMr. Dr. A PARTOMUAN POHAN, SH., LL.MISSUED AS A TRUE COPY.Notary in Jakarta


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