Post on 15-Apr-2019
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P. SUTRISNO A. TAMPUBOLON
Notary in Jakarta
Decree of the Minister of Justice of the Republic of Indonesia
23 July 1994 Number C-126.HT.03.02-TH.1994
Capital Market Supporting Profession
STTD BAPEPAM
12 April 1996 Number 17/STTD-N/PM/1996
Telephone (021) 315-7129, 329-1128, 329-1127 Fax (021) 315-7130
e-mail: psat@cbn.net.id
Deed : MINUTES OF
ANNUAL GENERAL MEETING OF
SHAREHOLDERS
Dated : 28 April 2011
Number : 21
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MINUTES OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT ADIRA DINAMIKA MULTI FINANCE Tbk
Number: 21
On this day, Thursday, dated 28-04-2011 (the twenty eighth of April two thousand eleven), the
Meeting resolutions were read and this deed was signed, in accordance with Article 16 paragraph
(1) item l of Law of the Republic of Indonesia Number 30 of 2004 on Duties of Notary, which
was held at 15.06 (six past fifteen) until 15.19 (ninetten past fifteen).
Appear before myself, Pahala Sutrisno Amijoyo Tampubolon, Notary having domiciled in
Kota Jakarta Pusat and having the office at Jalan Sunda Number 7 Jakarta 10350, with the area of
works covering the entire area of Daerah Khusus Ibukota Jakarta Province in accordance with
Decree of the Minister of Justice of the Republic of Indonesia dated 23-7-1994 (the twenty third
of July nineteen ninety four), Number C-126.HT.03.02-TH.1994, Article 18 paragraph (2), and
Article 38 paragraph (2) of Law of the Republic of Indonesia Number 30 of 2004 on Duties of
Notary (Law on Duties of Notary), in the presence of 2 (two) witnesses whose names will be
mentioned at the end of this deed, the following appearers:
1. Djoko Sudyatmiko, born in Pati on 06-04-1994 (the sixth of April nineteen ninety four),
Indonesian citizen, having his occupation as entrepreneur, residing at Kemanggisan Utama
VII Number 16, Kota Jakarta Barat, Kecamatan Palmerah, Kelurahan Kemanggisan, holder
of Residential Registration Number 09.5206.060444.0030, which according to his statement
is authorized to conduct the legal actions herein, in his capacity as the Commissioner and
Independent Commissioner of PT Adira Dinamika Multi Finance Tbk;
2. Hon Hon Cheong, born in Johor on 20-08-1954 (the twentieth of August nineteen fifty four),
Malaysian citizen, having his occupation as entrepreneur, residing at Golf Pondok Indah
Apartment Unit 2045, Tower 2, Jalan Metro Kencana 4, Kota Jakarta Selatan, holder of
Malaysian Passport Number A10687184, which according to his statement is authorized to
conduct the legal actions herein, in his capacity as the Commissioner of PT Adira Dinamika
Multi Finance Tbk;
3. Muliadi Rahardja, born in Tangerang on 10-06-1959 (the tenth of June nineteen fifty nine),
Indonesian citizen, having his occupation as entrepreneur, residing at Jalan Marga I Number
56/36, Kota Tangerang, Kecamatan Tangerang, Kelurahan Sukasari, holder of Residential
Registration Number 3671011006590005, for this purpose is temporarily in Jakarta, which
according to his statement is authorized to conduct the legal actions herein, in his capacity as
the Commissioner of PT Adira Dinamika Multi Finance Tbk;
4. Vera Eve Lim, born in Pematang Siantar on 01-10-1965 (the first of October nineteen sixty
five), Indonesian citizen, having her occupation as entrepreneur, residing at Teluk Gong Raya
Blok C 4 Number 20, Kota Jakarta Utara, Kecamatan Penjaringan , Kelurahan Pejagalan,
holder of Residential Registration Number 09.5102.411065.0533, which according to her
statement is authorized to conduct the legal actions herein, in her capacity as the
Commissioner of PT Adira Dinamika Multi Finance Tbk;
5. Stanley Setia Atmadja, born in Jakarta on 24-08-1956 (the twenty fourth of August nineteen
fifty six), Indonesian citizen, having his occupation as entrepreneur, residing at Jalan
Denpasar Raya BL E number 2, Kota Jakarta Selatan, Kecamatan Setia Budi, Kelurahan
Kuningan Timur, holder of Residential Registration Number 09.5302.240856.0250, which
according to his statement is authorized to conduct the legal actions herein, in his capacity as
the President Director of PT Adira Dinamika Multi Finance Tbk;
6. Erida Gunawan, born in Jakarta on 28-11-1966 (the twenty eighth of November nineteen
sixty six), Indonesian citizen, having his occupation as entrepreneur, residing at Jalan Alam
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Asri V Blok SE Number 2, Kota Jakarta Selatan, Kecamatan Kebayoran Lama, Kelurahan
Pondok Pinang, holder of Residential Registration Number 09.5203.681166.0224, which
according to her statement is authorized to conduct the legal actions herein, in her capacity as
the Director of PT Adira Dinamika Multi Finance Tbk;
7. Marwoto Soebiakno, born in Semarang on 30-06-1966 (the thirtieth of June nineteen sixty
six), Indonesian citizen, having his occupation as entrepreneur, residing at Jalan Janur Kuning
V WK 2 Number 10, Kota Jakarta Utara, Kecamatan Kelapa Gading, Kelurahan Kelapa
Gading, holder of Residential Identification Number 09.5106.300666.4021, which according
to his statement is authorized to conduct the legal actions herein, in his capacity as the
Director of PT Adira Dinamika Multi Finance Tbk;
8. Hafid Hadeli, born in Jakarta on 23-08-1963 (the twenty third of August nineteen sixty
three), Indonesian citizen, having his occupation as entrepreneur, residing at Karang Anyar
Permai Number 45, Kota Jakarta Pusat, Kecamatan Sawah Besar, Kelurahan Karang Anyar,
holder of Residential Registration Number 09.5001.230863.0176, which according to his
statement is authorized to conduct the legal actions herein, in his capacity as the Director of
PT Adira Dinamika Multi Finance Tbk;
9. Ho Lioeng Min, born in Jakarta on 17-04-1968 (the seventeenth of April nineteen sixty
eight), Indonesian citizen, having his occupation as entrepreneur, residing at Alam Sutera
Jelita I number 69, Kota Tangerang, Kecamatan Serpong Utara , Pondok Kelurahan Jagung
Timur, holder of Residential Registration Number 3603351704680001, for this purpose is
temporarily in Jakarta, which according to his statement is authorized to conduct the legal
actions herein, in his capacity as the Director of PT Adira Dinamika Multi Finance Tbk;
10. I Dewa Made Susila, born in Bali on 25-12-1970 (the twenty fifth of December nineteen
seventy), Indonesian citizen, having his occupation as entrepreneur, residing at Perum Taman
Gandaria A-8, Kota Jakarta Selatan, Kecamatan Kebayoran Lama, Kelurahan Kebayoran
Lama Utara, holder of Residential Registration Number 09.5305.251270.7037, which
according to his statement is authorized to conduct the legal actions herein, in his capacity as
the Director of PT Adira Dinamika Multi Finance Tbk;
11. a. Budi Santoso, born in Surabaya, on 03-12-1970 (the third of December nineteen
seventy), Indonesian citizen, having his occupation as entrepreneur, residing at Jalan
Delta Raya A number 56 Pekayon Jaya, Kota Bekasi, for this purpose is temporarily in
Jakarta; and
b. Yustina Mieke Utami, born in Jakarta, on 10-04-1969 (the tenth of April nineteen sixty
nine), Indonesian citizen, having her occupation as entrepreneur, residing at Jalan
Pangeran Antasari Number 19, Kota Jakarta Selatan, Kecamatan Cilandak , Kelurahan
Cilandak Barat, holder of Residential Registration Number 09.5306.500469.0175,
according to their statement, under Power of Attorney dated 27 April 2011 (the twenty
seventh of April two thousand eleven) number Sk-Corp.Sec-164, privately made and duly
stamped, attached to the minutes of this deed, were authorized to conduct the legal actions
herein, in his capacity as the attorney of 2 (two) Directors of PT Bank Danamon Indonesia
Tbk, namely Vera Eve Lim, born in Pematang Siantar on 01-10-1965 (the first of October
nineteen sixty five), Indonesian citizen, having her occupation as entrepreneur, residing at
Teluk Gong Raya Blok C 4 Number 20, Kota Jakarta Utara, Kecamatan Penjaringan ,
Kelurahan Pejagalan, holder of Residential Registration Number 09.5102.411065.0533 and
Fransiska Oei Lan Siem, born in Jakarta on 12-06-1957 (the twelfth of June nineteen fifty
seven), Indonesian citizen, having his occupation as Director of PT Bank Danamon Indonesia
Tbk, residing at Jalan Blitar Number 10, Kota Jakarta Pusat, Kecamatan Menteng, Kelurahan
Menteng, holder of Residential Registration Number 09.5005.520657.0301, and therefore to
represent the Board of Directors for and on behalf of PT Bank Danamon Indonesia Tbk,
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domiciled in Kota Jakarta Selatan, the holder of 950,000,000 (nine hundred fifty million)
shares of PT Adira Dinamika Multi Finance Tbk; and
12. Public, the holder of 7,148,000 (seven million one hundred forty eight thousand) shares of
PT Adira Dinamika Multi Finance Tbk.
I, Notary, was present in the annual general Meeting of shareholders of PT Adira Dinamika Multi
Finance Tbk, (hereinafter shall be referred to as “Meeting”) which was held in Hotel Borobudur-
Singosari Room, Jalan Lapangan Banteng Selatan, Central Jakarta Municipality, to draw up
minutes of Meeting, which under this deed declare the fact which occurred during the Meeting as
follows:
(1) Considering that the Meeting was held upon request of the Board of Directors of PT Adira
Dinamika Multi Finance Tbk, a public limited liability company established under the laws
of the Republic of Indonesia (hereinafter shall be referred to as the “Company”), domiciled
in South Jakarta Municipality, the latest amendments to Articles of Association, Board of
Directors and Board of Commissioners compositions of which were shown to me, Notary,
as provided under:
a. State Gazette of the Republic of Indonesia dated 08-02-1991 (the eighth of February
nineteen ninety one) Number 12 Supplement Number 421;
b. State Gazette of the Republic of Indonesia dated 24-02-2004 (the twenty fourth of
February two thousand four) Number 16 Supplement Number 1990;
c. State Gazette of the Republic of Indonesia dated 05-10-2004 (the fifth of October two
thousand four) Number 80 Supplement Number 848;
d. Deed on Amendments to Articles of Association, dated 05-06-2007 (the fifth of June two
thousand seven) number 2, drawn up before Hendra Karyadi, Sarjana Hukum,
previously the Notary in Central Jakarta, which has obtained approval by the Minister
of Law and Human Rights of the Republic of Indonesia dated 16-07-2007 (the
sixteenth of June two thousand seven) number W7-07906 HT.01.04-TH.2007; and
e. Deed on Minutes of Extraordinary General Meeting of Shareholders of PT Adira
Dinamika Multi Finance Tbk dated 09-04-2008 (the ninth of April two thousand eight)
number 14, drawn up before myself, Notary, which has obtained approval on the
amendments to the Articles of Association of the Company from the Minister of Law
and Human Rights of the Republic of Indonesia, dated 05-05-2008 (the fifth of May
two thousand eight) number AHU-22852.AH.01.02.Tahun 2008, the receipt of
notification on the amendments to the Articles of Association from the Minister of Law
and Human Rights of the Republic of Indonesia, dated 14-05-2008 (the fourteenth of
May two thousand eight) number AHU-AH.01.10-11794, and receipt on notification on
change of Company Data from the Minister of Law and Human Rights on 27-05-2008
(the twenty seventh of May two thousand eight) number AHU-AH.01.10-13029 and
has been announced under State Gazette of the Republic of Indonesia dated 20-06-2008
(the twentieth of June two thousand eight) number 50 Supplement Number 9430;
f. Deed on Amendments to Articles of Association of PT Adira Dinamika Multi Finance
Tbk dated 13-03-2009 (the thirteenth of March two thousand nine) number 2, drawn up
before Sinta Dewi Sudarsana, Sarjana Hukum, Notary in Jakarta, which has obtained
the receipt of notification on the amendments to the Articles of Association to the
Minister of Law and Human Rights of the Republic of Indonesia, dated 13-04-2009
(the thirtieth of April two thousand nine) number AHU-AH.01.10-03555 and has been
announced under State Gazette of the Republic of Indonesia dated 31-07-2009 (the
thirty first of July two thousand nine) number 61 Supplement Number 603; and
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g. Deed on Restatement of Meeting Resolutions of PT Adira Dinamika Multi Finance Tbk
dated 03-09-2010 (the third of September two thousand ten) number 02, drawn up
before myself, Notary, which has obtained the receipt on notification on change of
Company Data from the Minister of Law and Human Rights on 16-09-2010 (the
sixteenth of September two thousand ten) number AHU-AH.01.10-23583;
h. Deed on Minutes of Extraordinary General Meeting of Shareholders of PT Adira
Dinamika Multi Finance Tbk dated 02-12-2010 (the second of February two thousand
ten) number 04, drawn up before myself, Notary, which has obtained the receipt on
notification on change of Company Data from the Minister of Law and Human Rights
on 30-12-2010 (the thirtieth of December two thousand ten) number AHU-AH.01.10-
33683;
(2) Considering that under Article 22 paragraph 1 of the Articles of Association of the Company
and Resolutions of the Board of Commissioners, dated 18-04-2011 (the eighteenth of April
two thousand eleven), the Meeting was chaired by a member of the Board of Commissioners,
Djoko Sudyatmiko as the chairman of the Meeting;
(3) Considering that under Regulation IX.1.1 on Plan and Implementation of the General
Meeting of Shareholders, the Schedules of Decree of the Head of Capital Market Supervisory
Agency (Bapepam) Number Kep-60/PM/1996 dated 17-01-1996 (the seventeenth of January
nineteen ninety six), Article 21 paragraph 2 and paragraph 3 of the Articles of Association of
the Company in conjuction with Article 81, Article 82 and Article 83 of Law Number 40 of
2007 on Limited Liability Companies, hereinafter shall be referred to as the “Company
Law”, the Board of Directors of the Company has conducted among others:
a. Notification on the plan of the Meeting to:
a) The Capital Market and Financial Institution Supervisory Agency (Bapepam & LK)
and
b) PT Bursa Efek Indonesia;
Both on 22-03-2011 (the twenty second of March two thousand eleven);
b. i. to publish announcements that a Meeting of the Company will be held in daily
newspapers namely Bisnis Indonesia and Investor Daily, both were published on 29-
03-2011 (the twenty ninth of March two thousand eleven); and
ii. to advertise the Summons to attend the Meeting of the Company in daily newspapers
namely Bisnis Indonesia and Investor Daily 13-04-2011 (the thirtieth of April two
thousand eleven),
to present or be represented in the Meeting, the Announcement and Summons
advertisements are attached to this deed;
(4) considering that pursuant to the summon of meeting, the agenda that were proposed to be
resolved in the Meeting were:
1. Annual Report of the Company for the financial year ending on 31-12-2010 (the
thirty first of December two thousand ten);
a. Approval of annual report of the Company;
b. Ratification of financial report of the Company; and
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c. Ratification of report on supervisory duties of the Board of Commissioners of
the Company;
2. Appropriation of the Company’s profits for the financial year ending on 31-12-2010
(the thirty first of December two thousand ten);
3. Appointment of Public Accountant for financial year 2011 (two thousand eleven);
4. Change of Compositions of Board of Commissioners and Board of Directors;
5. a. Determination of salary and allowances and/or other income of the Board of
Directors of the Company;
b. Determination of salary or honorarium and other allowances of the Board of
Commissioners of the Company;
c. Distribution of duties and authorities of management among the members of the
Board of Directors of the Company;
6. Report on change of Audit Committee composition of the Company,
Which respectively requires the Meeting quorum requirements of more than ½ (half) of the
total issued shares of the Company and voting requirements based on consensus, If the
consensus cannot be reached, then the resolutions shall be adopted under a voting with the
affirmative votes of more than ½ (half) of the total valid voting rights present at the meeting,
in accordance with Article 23 paragraph 1 item (a) of the Articles of Association of the
Company in conjunction with Article 86 paragraph (1) and Article 87 of the Company Law;
(5) Considering that the total number of issued and paid up shares by the shareholders in
accordance with deed on Amendments to Articles of Association which has obtained the
approval of the Amendment to the Articles of Association and receipt of notification on the
Amendments to Articles of Association from the Minister of Law and Human Rights of the
Republic of Indonesia, until the Meeting was held, was in the amount of 1,000,000,000 (one
billion) shares, constituting the entire shares issued by the Company;
(6) Considering that the total shares not present or represented in the Meeting was 42,852,000
(forty two million eight hundred fifty two thousand) shares or less than 4.29% (four point
twenty nine percent) of the total issued shares of the Company;
(7) Considering that the total number of shares that were present or represented in the Meeting
was 957,148,000 (nine hundred fifty seven million one hundred forty eight thousand) shares
under the following explanations;
(a) The shareholders or their attorneys that did not have rights to attend the Meeting to
comply with the Meeting quorum requirements and did not have the right to cast on
affirmative or negative vote of the agenda of the Meeting were:
(i) The holders of non-voting shares as provided under Article 53 paragraph (4) item
a sub two, Article 84 paragraph (1) and Article 85 paragraph (2) of the Company
Law that were present when the Meeting was held were “nil”;
(ii) The holders of other classification shares which were different with the common
shares, namely the other classification shares which were not declared to have the
voting rights as provided under Article 53 paragraph (3) item a sub two of the
Company Law that were present when the Meeting was held were “nil”;
(iii) The company owns (possesses) on its own, the shares which have been issued by
the Company as provided under Article 36 paragraph (1) sub one and Article 84
paragraph (2) item a of the Company Law that were present when the Meeting
was held were “nil”;
(iv) Other companies or subsidiaries which own (or possess) the shares issued by the
Company and the shares of such other companies or subsidiaries which were
directly or indirectly owned by the Company as provided under Article 36
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paragraph (1) sub two and Article 84 paragraph (2) items b and c of the Company
Law that were present when the Meeting was held were “nil”;
(v) The company owns (possesses) on its own, the shares of which ownership was
obtained from the legal transfer, grant, grant-will as provided under Article 36
paragraph (2) and Article 40 paragraph (1) sub two of the Company Law that
were present when the Meeting was held were “nil”;
(vi) The company owns (possesses) on its own, the shares which ownership of such
shares was obtained from an acquisition due to a share buyback as provided
under Article 37 paragraph (1) and Article 40 paragraph (1) sub one of the
Company Law that were present when the Meeting was held were “nil”;
(vii) The holder of the fractional shares shall not be entitled to an individual voting
right, unless such holder of the fractional shares or together with other holder of
fractional shares have the same classification of shares and the nominal value of
1 (one) share from such classification as provided under Article 54 paragraph (2)
of the Company Law that were present when the Meeting was held were “nil”;
(b) The shareholders or its representatives which were entitled to be present in the Meeting to
comply with such Meeting quorum requirements, but were not entitled to cast votes
during the voting of affirmative or negative votes for the proposed resolutions of the
Meeting, namely:
(i) In the event that 1 (one) share is owned by more than 1 (one) person and the joint
representative has yet to be appointed as provided under Article 5 paragraph 3 of
the Articles of Association of the Company and Article 52 paragraph (5) of the
Company Law that were present when the Meeting was held were “nil”;
(ii) In the event when the members of the Board of Directors, members of the Board
of Commissioners or employees of the Company is acting as the representative of
the shareholders of Company as provided under Article 85 paragraph (4) of the
Company Law that were present when the Meeting was held were “nil”;
The total number of shares that were present or represented in the Meeting after being
deducted with the shares which do not have the rights to attend the Meeting to comply
with such Meeting quorum requirements was 957,148,000 (nine hundred fifty seven
million one hundred forty eight thousand) or approximately 95.71% (ninety five point
seventy one percent) of the total issued and paid up shares of the shareholders of the
Company, having the voting rights, and for the agenda of the Meeting, has complied with
the Meeting quorum requirements, namely more than ½ (half) of the total issued shares of
the Company having the voting rights which were present or represented in the Meeting;
(8) Considering that under Article 23 paragraph 5 of the Articles of Association of the
Company in conjunction with Article 84 paragraph (1) of the Company Law, shareholders
of the Company with valid voting rights were entitled to attend the Meeting and to use their
voting rights, namely every 1 (one) share has 1 (one) voting right, so that the number of the
shares that were present or represented at the Meeting, which may be calculated in
determining the amount of the required quorum at the Meeting, of the shares with voting
rights, were entitled to cast 957,148,000 (nine hundred fifty seven million one hundred
forty eight thousand) voting rights;
(9) Considering that 957,148,000 (nine hundred fifty seven million one hundred forty eight
thousand) share certificate or collective share certificate of the Company, cannot be shown
to me, Notary, but the conditions were in accordance with the Register of Shareholders of
the Company as at 12-04-2011 (twelve April two thousand eleven) established and
maintained by the Share Registrar of PT Adimitra Transferindo, List of Attendance of the
Shareholders or their proxies, and the validity of the powers of attorney given;
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(10) Considering that Article 19, Article 21, and Article 23 of the Articles of Association of the
Company in conjunction with Article 79 paragraph (1), Article 81, Article 82, Article 83,
and Article 86 of the Company Law, the Meeting organizations which were related to the
announcement of the Meeting, summons of the Meeting, and quorum of the Meeting
requirements for the agenda of the Meeting have been validly complied with, the discussion
and resolutions for the Meeting agenda may be carried out in accordance with the conduct
of Meeting, the Articles of Association of the Company, the Company Law, and the
quorum requirements for resolutions of the Meeting agenda.
Therefore, the chairman of the Meeting lead the discussion and resolutions on the agenda of the
Meeting, as the chairman of the Meeting and which, together with the aforementioned appearers
as the participants of the Meeting to discuss the agenda of the Meeting as follows:
The first Agenda of Meeting: Annual Report of the Company for the financial
year ending on 31-12-2010 (the thirty first of
December two thousand ten);
a. Approval of annual report of the Company;
b. Ratification of financial report of the Company;
and
c. Ratification of report on supervisory duties of
the Board of Commissioners of the Company;
The Chairman of the Meeting provided the explanation on the first agenda of the Meeting, as
follows:
"Our respective Shareholders and attorneys of Shareholders, subject to the provisions of Article
17 and Article 19 of the Articles of Association in conjunction with Article 66, Article 67, Article
68 and Article 69 of the Company Law, the Board of Directors of the Company has prepared the
annual report for the financial year ended on 31-12-2010 (the thirty first of December two
thousand ten) to be submitted to this Meeting, which shall include the financial statements and the
report of the Board of Commissioners supervisory duties for the financial year 2010 (two
thousand ten)".
Thereafter, at the request of the chairman of the Meeting, respectively: (i) Stanley Setia
Atmadja, the President Director of the Company presented a summary of the annual report for
the financial year 2010 (two thousand ten) "as attached to the minutes of this deed", (ii) I Dewa
Made Susila, the Director of the Company provided explanations on main items of the financial
statements for the financial year 2010 (two thousand ten) "as attached to the minutes of this
deed", and (iii) Muliadi Rahardja, the Commissioner of the Company submitted the Board of
Commissioners supervisory duty report for the financial year 2010 (two thousand ten) "as
attached to the minutes of this deed", and then, then the chairman of the Meeting continued the
Meeting by proposing resolutions of the first Meeting agenda as follows:
"Our respective Shareholders and attorneys of Shareholders, with regard to the above
explanations, subject to the provisions of Article 19, paragraph 2 (a) and paragraph 3 of the
Articles of Association in conjunction with Article 69 of the Law on Limited Liability Company,
it was proposed to the Meeting to resolve upon the following matters:
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1. To approve the annual report of the Company for the financial year ending on 31 -12-2010
(the thirty first of December two thousand ten);
2. Ratify the financial statements for the 2010 (two thousand ten) fiscal year audited by
Siddharta & Widjaja Public Accounting Firm (a member firm of KPMG International), as
published in the Independent Auditor's Report No. L.10-3263-11/II.01.001 dated 01-02-2011
(the first of February two thousand eleven) and reissued in the Independent Auditor's Report
No. L.10-3263-11/IV.11.002 dated 11-04-2011 (the eleventh of April two thousand eleven),
both with fair without qualifications
3. To ratify the Board of Commissioners’ supervisory duty report for financial year 2010 (two
thousand ten); and
4. To give a full release and discharge ("volledig acquit et decharge") to the Board of Directors
and the Board of Commissioners for the management and supervision conducted during the
financial year 2010 (two thousand ten), to the extent that such management and supervisory
actions are reflected in the annual report for the financial year 2010 (two thousand ten)".
After the chairman of the Meeting conveyed the proposed resolutions on the first agenda of
Meeting, the Chairman of the Meeting let the participants of the Meeting to raise any questions
and/or opinions to the agenda of the Meeting in accordance with the code of conduct of the
Meeting, Articles of Association of the Company, and Company Law.
Such opportunity was used by Farianto Juwono, the holder of 1,500 (one thousand five hundred)
shares of the Company to raise the following questions:
1. The 2010 (two thousand ten) NPL was 1.2 (one point two), increased more than 30% (thirty
percent) and was the highest in the last 5 (five) years. What has been and will be done to
lower the NPL in 2011 (two thousand eleven)?
2. Adira Finance will issue V series bonds in the amount of 2 (two) trillions. Will it be cheaper
to raise funds from bonds issue rather than from rights issue?
3. How much is the Weighted Average Cost of Capital (WACC) if the company proceed with
using the debt or Bonds?
With regard to the question, Stanley Setia Atmadja, the President Director of the Company, I
Dewa Made Susila, the Director of the Company, and Ho Lioeng Min the Director of the
Company, explained as follows:
1. as a company engaging in the financing industry, the Company's management retains risk
management policy, which is based on four (4) pillars of risk management. We will
continue to enhance the risk management system in accordance with the challenges faced
by the company in the years to come;
2. based on Bonds IV, the costs for the Bond was 0.5% (zero point five percent). If there is
no significant arrears due to the market conditions, it is possible that that costs were
between level 1 (one) to 4 (four), our registrations would probably up to 9.5 (nine point
five);
3. The level of interest is below 1 (one), if without the rights issue as per December last year
our level would be at 0.7 (zero point seven). About the amount of Weighted Average
Cost of Capital, frankly speaking the current shares of Adira Finance is not as big as large
banks".
Finally, the chairman of the Meeting allowed the Meeting participants to raise any questions
and/or views, if any, with regard to the agenda of the Meeting which were being discussed in
accordance with the code of conduct of the Meeting, Articles of Association of the Company, and
Company Law.
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After a while, as there was no other questions and/or view raised for the agenda of the Meeting,
the chairman of the Meeting requested to continue with the resolutions on the proposed agenda of
the Meeting with a consensus or voting.
A. Compliance with Meeting quorum requirements
Under Article 23 paragraph 1 (a) of the Articles of Association of the Company in
conjunction with Article 86 paragraph (1) of the Company Law, the required number of
shares present or represented at the Meeting in order to meet the requirements of the Meeting
quorum is more than 1/2 (half) of the total shares with valid voting rights issued by the
Company.
While the number of shares that were present or represented at the Meeting was 957,148,000
(nine hundred fifty seven million one hundred forty eight thousand) shares or approximately
95.71% (ninety five point seventy one percent) of the total shares with valid voting rights
that have been issued by the Company which may be calculated in determining the amount of
the required quorum for the agenda of the Meeting.
Thus, quorum requirements for the meeting for the meeting agenda have been validly
complied with.
Therefore, the discussion and resolutions for the agenda of the Meeting may be carried out in
accordance with the code of conduct of the Meeting, the Articles of Association of the
Company and the Company Law.
B. Compliance with Meeting voting requirements
Under Article 23 paragraph 1 (a) of the Articles of Association of the Company in
conjunction with Article 87 of the Company Law, the proposed Meeting resolutions the
proposed Meeting resolutions shall be adopted under a deliberation to reach a consensus or if
no resolutions based on a consensus may be reached, the proposed Meeting resolutions shall
be adopted under a voting, and the number of votes required in the Meeting to comply with
the voting requirements of the agenda of the Meeting shall be the affirmative vote of more
than 1/2 (half) of the total valid votes casted in the Meeting, and it appeared that:
1. The number of invalid votes, namely the votes considered as no vote and no count in
determining the number of votes cast at the Meeting for the agenda of the Meeting was
"nil".
Thus, the number of valid votes calculated in the meeting voting or in determining the
number of votes cast at the Meeting for the agenda of the Meeting was 957,148,000 (nine
hundred fifty seven million one hundred forty eight thousand) votes or 100% (one
hundred percent) of the total shares that may be calculated in complying with the
requirements of the Meeting as provided under Article 85 paragraph (1) of the Company
Law, shareholders, either by themselves or as represented by a power of attorney was
entitled to attend the Meeting and use their voting rights in accordance with the number
of shares held;
2. The number of blank (abstain) votes namely the ones which were deemed to cast the
same votes with the majority votes of the shareholders that voted in the Meeting for the
agenda of the Meeting was "nil";
3. The number of negative votes for the agenda of the Meeting was “nil”.
4. The number of affirmative votes for the agenda of the Meeting was 957,148,000 (nine
hundred fifty seven million one hundred forty eight thousand) votes or 100% (one
hundred percent) of the votes validly cast at the Meeting.
11
Therefore, the voting requirements of the agenda of the Meeting have been validly complied with,
under a consensus, namely in the amount of 957,148,000 (nine hundred fifty seven million one
hundred forty eight thousand) votes or 100% (one hundred percent) of the total votes legally
cast in the Meeting resolved:
1. To approve the annual report of the Company for the financial year ending on 31 -12-
2010 (the thirty first of December two thousand ten);
2. To ratify the financial statements for the 2010 (two thousand ten) fiscal year audited by
Siddharta & Widjaja Public Accounting Firm (a member firm of KPMG International),
as published in the Independent Auditor's Report No. L.10-3263-11/II.01.001 dated 01-
02-2011 (the first of February two thousand eleven) and reissued in the Independent
Auditor's Report No. L.10-3263-11/IV.11.002 dated 11-04-2011 (the eleventh of April
two thousand eleven), both with fair without qualifications
3. To ratifiy the Board of Commissioners’ supervisory duty report for financial year 2010
(two thousand ten); and
4. To give a full release and discharge ("volledig acquit et decharge") to the Board of
Directors and the Board of Commissioners for the management and supervision
conducted during the financial year 2010 (two thousand ten), to the extent that such
management and supervisory actions are reflected in the annual report for the financial
year 2010 (two thousand ten)".
The second Agenda of Meeting: Appropriation of the Company’s profits for the
financial year ending on 31-12-2010 (the thirty first
of December two thousand ten).
At the request of the chairman of the Meeting, Stanley Setia Atmadja, the President Director of
the Company presented explanation and proposed resolutions of the second agenda of the
Meeting as follows:
"Our respective Shareholders and attorneys of Shareholders, as recorded in the financial report of
the company for the year 2010 (two thousand ten), audited by Siddharta & Widjaja Public
Accounting Firm (a member firm of KPMG International), as ratified in the first agenda of this
Meeting, the retained earnings of the Company for the year 2010 (two thousand ten) was in the
amount of Rp 1,467,905,886,757 (one trillion four hundred sixty seven billion nine hundred five
million eight hundred eighty six thousand seven hundred fifty seven Rupiah).
Subject to the provisions of Article 19 paragraph 2 (b) and Article 24 of the Articles of
Association in conjunction with Article 70 and Article 71 of the Company Law, as well as
Circular Resolutions of the Board of Directors of the Company dated 21-04-2011 (the twenty first
of April two thousand eleven) it was proposed to the Meeting to resolve upon the following
matters:
To approve the appropriation of the Company’s profits for the financial year 2010 (two thousand
ten) in the amount of Rp 1,467,905,886,757 (one trillion four hundred sixty seven billion nine
hundred five million eight hundred eighty six thousand seven hundred fifty seven Rupiah) under
the following details:
12
1. approximately 1% (one percent) of the retained earning or in the amount of Rp
14,679,000,000 (fourteen billion six hundred seventy nine million Rupiah) to be set aside as
reserve funds, which currently is still in the amount of Rp 44,934,000,000 (forty four billion
nine hundred thirty four million Rupiah), so that the entire Reserve Funds of the Company
becomes Rp 59,613,000,000 (fifty nine billion six hundred thirteen million Rupiah);
2. in the amount of Rp 954.14 (nine hundred fifty four point fourteen Rupiah) per share or
totaling Rp 954,140,000,000 (nine hundred fifty four billion one hundred forty million
Rupiah) which constitutes 65% (sixty five percent) of the Company's retained earning shall
be paid as dividends for the financial year 2010 (two thousand ten) under the following
conditions:
a. dividends will be paid to the shareholders whose names were registered in the Register of
Shareholders on 14-06-2011 (the fourteenth of June two thousand eleven) at 16.00
(sixteen) Western Indonesia Time (hereinafter referred to as the "Registration Date") and
will be paid on 28-06-2011 (the twenty eighth of June two thousand eleven) (hereinafter
is referred to as "Payment Date");
b. for the dividends of financial year 2010 (two thousand ten), the Board of Directors will
deduct dividend taxes in accordance with the applicable tax regulations that were
applicable for the shareholders;
c. The Board of Directors is hereby authorized and entitled to stipulate matters regarding or
relating to the implementation of the payment of the financial year 2010 (two thousand
ten) dividends;
3. the balance of retained earnings of the Company the appropriation of which were yet to be
stipulated in the amount of Rp 499,086,886,757 (four hundred ninety nine billion eighty six
million eight hundred eighty six thousand seven hundred fifty seven Rupiah) will be recorded
as Retained Earnings".
After Stanley Setia Atmadja, the President Director of the Company conveyed the explanation
and proposed resolutions on the second agenda of Meeting, the Chairman of the Meeting let the
participants of the Meeting to raise any questions and/or opinions to the agenda of the Meeting in
accordance with the code of conduct of the Meeting, Articles of Association of the Company, and
Company Law.
Such opportunity was used by Hendra Untung, the holder of 500 (five hundred) shares of the
Company to raise the following questions:
“Is not the dividends in the amount of 65% (sixty five percent) too significant? Any amount
of cash will be useful for the Company.”
To the question, Stanley Setia Atmadja, the President Director of the Company explained as
follows:
“The management’s considerations for the dividend distribution was among others to balance
of the company’s operational needs and the best return for the shareholders.”
Finally, the chairman of the Meeting allowed the Meeting participants to raise any questions
and/or views, if any, with regard to the agenda of the Meeting which were being discussed in
13
accordance with the code of conduct of the Meeting, Articles of Association of the Company, and
Company Law.
After a while, as there was no other questions and/or view raised for the agenda of the Meeting,
the chairman of the Meeting requested to continue with the resolutions on the proposed agenda of
the Meeting with a consensus or voting.
A. Compliance with Meeting quorum requirements
Under Article 23 paragraph 1 (a) of the Articles of Association of the Company in
conjunction with Article 86 paragraph (1) of the Company Law, the required number of
shares present or represented at the Meeting in order to meet the requirements of the Meeting
quorum is more than 1/2 (half) of the total shares with valid voting rights issued by the
Company.
While the number of shares that were present or represented at the Meeting was 957,148,000
(nine hundred fifty seven million one hundred forty eight thousand) shares or approximately
95.71% (ninety five point seventy one percent) of the total shares with valid voting rights
have been issued by the Company which may be calculated in determining the amount of the
required quorum for the agenda of the Meeting.
Thus, the quorum requirements for the meeting for the meeting agenda have been validly
complied with.
Therefore, the discussion and resolutions for the agenda of the Meeting may be carried out in
accordance with the code of conduct of the Meeting, the Articles of Association of the
Company and the Company Law.
B. Compliance with Meeting voting requirements
Under Article 23 paragraph 1 (a) of the Articles of Association of the Company in
conjunction with Article 87 of the Company Law, the proposed Meeting resolutions shall be
adopted under a deliberation to reach a consensus or if no resolutions based on a consensus
may be reached, the proposed Meeting resolutions shall be adopted under a voting, and the
number of votes required in the Meeting to comply with the voting requirements of the
agenda of the Meeting shall be the affirmative vote of more than 1/2 (half) of the total valid
votes casted in the Meeting, and it appeared that:
1. The number of invalid votes, namely the votes considered as no vote and no count in
determining the number of votes cast at the Meeting for the agenda of the Meeting was
"nil".
Thus, the number of valid votes calculated in the meeting voting or in determining the
number of votes cast at the Meeting for the agenda of the Meeting was 957,148,000
(nine hundred fifty seven million one hundred forty eight thousand) votes or 100% (one
hundred percent) of the total shares that may be calculated in complying with the
requirements of the Meeting as provided under Article 85 paragraph (1) of the Company
Law, shareholders, either by themselves or represented by a power of attorney were
entitled to attend the Meeting and use their voting rights in accordance with the number
of shares held;
2. The number of blank (abstain) votes namely the ones which were deemed to cast the
same votes with the majority votes of the shareholders that voted in the Meeting for the
agenda of the Meeting was "nil";
3. The number of negative votes for the agenda of the Meeting was “nil”.
14
4. The number of affirmative votes for the agenda of the Meeting was 957,148,000 (nine
hundred fifty seven million one hundred forty eight thousand) votes or 100% (one
hundred percent) of the votes validly cast at the Meeting.
Therefore, the voting requirements of the agenda of the Meeting have been validly complied with,
under a consensus, namely in the amount of 957,148,000 (nine hundred fifty seven million one
hundred forty eight thousand) votes or 100% (one hundred percent) of the total votes legally
cast in the Meeting resolved:
To approve the appropriation of the Company’s profits for the financial year 2010 (two
thousand ten) in the amount of Rp 1,467,905,886,757 (one trillion four hundred sixty seven
billion nine hundred five million eight hundred eighty six thousand seven hundred fifty
seven Rupiah) under the following details:
1. approximately 1% (one percent) of the retained earning or in the amount of Rp
14,679,000,000 (fourteen billion six hundred seventy nine million Rupiah) to be set
aside as reserve funds, which currently is still in the amount of Rp 44,934,000,000
(forty four billion nine hundred thirty four million Rupiah), so that the entire
Reserve Funds of the Company becomes Rp 59,613,000,000 (fifty nine billion six
hundred thirteen million Rupiah);
2. in the amount of Rp 954.14 (nine hundred fifty four point fourteen Rupiah) per
share or totaling Rp 954,140,000,000 (nine hundred fifty four billion one hundred
forty million Rupiah) which constitutes 65% (sixty five percent) of the Company's
retained earning shall be paid as dividends for the financial year 2010 (two
thousand ten) with the following conditions:
a. dividends will be paid to the shareholders whose names were registered in the
Register of Shareholders on 14-06-2011 (the fourteenth of June two thousand
eleven) at 16.00 (sixteen) Western Indonesia Time (hereinafter referred to as
the "Registration Date") and will be paid on 28-06-2011 (the twenty eighth of
June two thousand eleven) (hereinafter is referred to as "Payment Date");
b. for the dividends of financial year 2010 (two thousand ten), the Board of
Directors will deduct dividend taxes in accordance with the applicable tax
regulations that were applicable for the shareholders;
c. The Board of Directors is hereby authorized and entitled to stipulate matters
regarding or relating to the implementation of the payment of the financial
year 2010 (two thousand ten) dividends;
3. the balance of retained earnings of the Company the appropriation of which was yet to
be stipulated in the amount of Rp 499,086,886,757 (four hundred ninety nine billion
eighty six million eight hundred eighty six thousand seven hundred fifty seven Rupiah)
will be recorded as Retained Earnings".
The third Agenda of Meeting: Appointment of Public Accountant for financial
year 2011 (two thousand eleven).
At the request of the chairman of the Meeting, Stanley Setia Atmadja, the President Director of
the Company presented explanation and proposed resolutions of the second agenda of the
Meeting as follows:
15
"Our respective Shareholders and attorneys of Shareholders, the Public Accountant of the
Company for the year 2010 (two thousand ten), was Siddharta & Widjaja Public Accounting Firm
(a member firm of KPMG International), which has carried out audit on the Financial Report of
the Company in accordance with the accounting registrations as determined by Indonesian
Accounting Association (Ikatan Akuntan Indonesia), and for that matter we thank you very much
for the cooperation which has been established.
In accordance with Article 19 paragraph 2 (c) of the Articles of Association in conjunction with
Article 68 paragraph (1) of the Company Law: “ In the Annual General Meeting of Shareholders,
the public accountant registered with Bapepam & LK will be appointed and the honorarium and
other requirements for the appointment of the public accountant will be determined.”
Subject to that provision, it was proposed to the meeting to resolve upon the following matters:
“To grant authorities to the Board of Commissioners of the Company to appoint a public
accountant registered with the Capital Market and Financial Institutions Supervisory Agency
(Bapepam & LK) to conduct audit on the financial report of the Company for the financial
year 2011 (two thousand eleven) and determine the honorarium and other requirements for
the appointment of the said public accountant.”
After the chairman of the Meeting conveyed the explanation and proposed resolutions on the third
agenda of Meeting, the Chairman of the Meeting let the participants of the Meeting to raise any
questions and/or opinions to the agenda of the Meeting in accordance with the code of conduct of
the Meeting, Articles of Association of the Company, and Company Law.
After a while, as there was no other questions and/or view raised for the agenda of the Meeting,
the chairman of the Meeting requested to continue with the resolutions on the proposed agenda of
the Meeting with a consensus or voting.
A. Compliance with Meeting quorum requirements
Under Article 23 paragraph 1 (a) of the Articles of Association of the Company in
conjunction with Article 86 paragraph (1) of the Company Law, the required number of
shares present or represented at the Meeting in order to meet the requirements of the Meeting
quorum was more than 1/2 (half) of the total shares with valid voting rights issued by the
Company.
While the number of shares that were present or represented at the Meeting was 957,148,000
(nine hundred fifty seven million one hundred forty eight thousand) shares or approximately
95.71% (ninety five point seventy one percent) of the total shares with valid voting rights
have been issued by the Company which may be calculated in determining the amount of the
required quorum for the agenda of the Meeting.
Thus, the quorum requirements for the meeting for the meeting agenda have been validly
complied with.
Therefore, the discussion and resolutions for the agenda of the Meeting may be carried out in
accordance with the code of conduct of the Meeting, the Articles of Association of the
Company and the Company Law.
B. Compliance with Meeting voting requirements
Under Article 23 paragraph 1 (a) of the Articles of Association of the Company in
conjunction with Article 87 of the Company Law, the proposed Meeting resolutions shall be
adopted under a deliberation to reach a consensus or if no resolutions based on a consensus
16
may be reached, the proposed Meeting resolutions shall be adopted under a voting, and the
number of votes required in the Meeting to comply with the voting requirements of the
agenda of the Meeting shall be the affirmative vote of more than 1/2 (half) of the total valid
votes cast in the Meeting, and it appeared that:
1. The number of invalid votes, namely the votes considered as no vote and no count in
determining the number of votes cast at the Meeting for the agenda of the Meeting was
"nil".
Thus, the number of valid votes calculated in the meeting voting or in determining the
number of votes cast at the Meeting for the agenda of the Meeting was 957,148,000 (nine
hundred fifty seven million one hundred forty eight thousand) votes or 100% (one
hundred percent) of the total shares that may be calculated in complying with the
requirements of the Meeting as provided under Article 85 paragraph (1) of the Company
Law, shareholders, either by themselves or represented by a power of attorney were
entitled to attend the Meeting and use their voting rights in accordance with the number
of shares held;
2. The number of blank (abstain) votes namely the ones which were deemed to cast the
same votes with the majority votes of the shareholders that voted in the Meeting for the
agenda of the Meeting was "nil";
3. The number of negative votes for the agenda of the Meeting was “nil”.
4. The number of affirmative votes for the agenda of the Meeting was 957,148,000 (nine
hundred fifty seven million one hundred forty eight thousand) votes or 100% (one
hundred percent) of the votes validly cast at the Meeting.
Therefore, the voting requirements of the agenda of the Meeting have been validly complied with,
under a consensus, namely in the amount of 957,148,000 (nine hundred fifty seven million one
hundred forty eight thousand) votes or 100% (one hundred percent) of the total votes legally
cast in the Meeting resolved:
“To grant authorities to the Board of Commissioners of the Company to appoint a
public accountant registered with the Capital Market and Financial Institutions
Supervisory Agency (Bapepam & LK) to conduct audit on the financial report of the
Company for the financial year 2011 (two thousand eleven) and determine the
honorarium and other requirements for the appointment of the public accountant.”
The fourth Agenda of Meeting: Change of Compositions of Board of
Commissioners and Board of Directors.
At the request of the chairman of the Meeting, Stanley Setia Atmadja, the President Director of
the Company presented explanation and proposed resolutions of the second agenda of the
Meeting as follows:
"Our respective Shareholders and attorneys of Shareholders, the current compositions of the
members of the Board of Directors and Board of Commissioners of the Company are as
follows:
Board of Directors
President Director : Stanley Setia Admadja;
17
Director : Erida Gunawan;
Director : Marwoto Soebiakno;
Director : Hafid Hadeli;
Director : Ho Lioeng Min;
Director : I Dewa Made Susila;
Board of Commissioners
President Commissioner and
also Independent Commissioner
: Theodore Permadi Rachmat;
Commissioner and also
Independent Commissioner
: Djoko Sudyatmiko;
Commissioner and also
Independent Commissioner
: Eng Heng Nee Philip;
Commissioner : Ho Hon Cheong;
Commissioner : Muliadi Rahardja;
Commissioner : Rajeev Kakar
With the term of office until the closing of the Third Annual General Meeting of
Shareholders, namely for the financial year ending on 31-12-2011 (the thirty first of
December two thousand eleven) which must be held at the latest on June 2012 (two
thousand twelve), without prejudice to the rights of the General Meeting of Shareholders to
terminate them at any time.
Our respective Shareholders and attorneys of Shareholders, in relation to the compositions
of the Board of Directors and the Board of Commissioners, the Board of Directors of the
Company has received:
1. Letter from Mr. Theodore Permadi Rachmat, dated 23-03-2011 (the twenty third of
March two thousand eleven) regarding the resignation letter of Mr. Theodore Permadi
Rachmat from his position as the President Commissioner of the Company; and
2. Letter from Mrs. Erida Gunawan, dated 14-03-2011 (the fourteenth of March two
thousand eleven) regarding the resignation letter of Mrs. Erida Gunawan from his
position as the Director of the Company.
In relation to this matter, based on the resolutions of the Nomination and Remuneration
Committee Meeting dated 25-04-2011 (the twenty fifth of April two thousand eleven),
proposing the appointment of:
1. Ho Hon Cheong as the President Commissioner of the Company as of the closing of this
Meeting;
18
2. Pande Radja Silalahi as the Commissioner and Independent Commissioner of the
Company effective as of the date he passed the fit and proper test conducted by the
Capital Market and Financial Institutions Supervisory Agency.
In considerations of the above matters and the provisions of Article 11 paragraph 2,
paragraph 4 and paragraph 5, Article 14 paragraph 4, paragraph 5, and paragraph 6 and
Article 19 paragraph 2 (d) of the Articles of Association in conjunction with Article 94 and
Article 111 of the Company Law, it was proposed to the Meeting to resolve upon the
following matters:
1. a. to properly accept the resignation of Theodore Permadi Rachmat from his
position as the President Commissioner and Independent Commissioner and
Erida Gunawan from her position as the Director of the Company effective as of
the date of closing of this Meeting, and thank them for the services provided during
their term of office;
b. to respectfully terminate Ho Hon Cheong from his position as the Commissioner
of the Company as of the closing of this meeting;
2. to approve the appointment of:
a) Ho Hon Cheong as the President Commissioner of the Company as of the closing
of this Meeting;
b) Pande Radja Silalahi as the Commissioner and Independent Commissioner of the
Company effective as of the date he passed the fit and proper test conducted by the
Capital Market and Financial Institutions Supervisory Agency,
so that the compositions of the Board of Directors and Board of Commissioners of the
Company shall be as follows:
Board of Directors
President Director : Stanley Setia Admadja;
Director : Marwoto Soebiakno;
Director : Hafid Hadeli;
Director : Ho Lioeng Min;
Director : I Dewa Made Susila;
Board of Commissioners
President Commissioner and
also Independent
Commissioner
: Ho Hon Cheong
Commissioner and also
Independent Commissioner
: Djoko Sudyatmiko;
19
Commissioner and also
Independent Commissioner
: Eng Heng Nee Philip;
Commissioner : Pande Radja Silalahi;
Commissioner : Muliadi Rahardja;
Commissioner : Vera Eve Lim;
Commissioner : Rajeev Kakar,
With the term of office until the closing of the Third Annual General Meeting of
Shareholders, namely for the financial year ending on 31-12-2011 (the thirty first of
December two thousand eleven) which must be held at the latest on June 2012 (two
thousand twelve), without prejudice to the rights of the General Meeting of Shareholders
to terminate them at any time.
3. to grant authorities and powers to the Board of Directors of the Company to restate the
resolutions of this Meeting in a deed on Statement of Resolutions of the Meeting drawn
up before the Notary and submit the report on change of the Company data to the
Ministry of Law and Human Rights of the Republic of Indonesia.”
After Stanley Setia Atmadja, the President Director of the Company conveyed the explanation
and proposal for the resolutions on the fourth agenda of Meeting, the chairman of the Meeting let
the participants of the Meeting to raise any questions and/or opinions to the agenda of the
Meeting in accordance with the code of conduct of the Meeting, Articles of Association of the
Company, and Company Law.
After a while, as there was no other questions and/or view raised for the agenda of the Meeting,
the chairman of the Meeting requested to continue with the resolutions on the proposed agenda of
the Meeting with a consensus or voting.
A. Compliance with Meeting quorum requirements
Under Article 23 paragraph 1 (a) of the Articles of Association of the Company in
conjunction with Article 86 paragraph (1) of the Company Law, the required number of
shares present or represented at the Meeting in order to meet the requirements of the Meeting
quorum is more than 1/2 (half) of the total shares with valid voting rights issued by the
Company.
While the number of shares that were present or represented at the Meeting was 957,148,000
(nine hundred fifty seven million one hundred forty eight thousand) shares or approximately
95.71% (ninety five point seventy one percent) of the total shares with valid voting rights
have been issued by the Company which may be calculated in determining the amount of the
required quorum for the agenda of the Meeting.
Thus, the quorum requirements for the meeting for the meeting agenda have been validly
complied with.
Therefore, the discussion and resolutions for the agenda of the Meeting may be carried out in
accordance with the code of conduct of the Meeting, the Articles of Association of the
Company and the Company Law.
20
B. Compliance with Meeting voting requirements
Under Article 23 paragraph 1 (a) of the Articles of Association of the Company in
conjunction with Article 87 of the Company Law, the proposed Meeting resolutions shall be
adopted under a deliberation to reach a consensus or if no resolutions based on a consensus
may be reached, the proposed Meeting resolutions shall be adopted under a voting, and the
number of votes required in the Meeting to comply with the voting requirements of the
agenda of the Meeting shall be the affirmative vote of more than 1/2 (half) of the total valid
votes cast in the Meeting, and it appeared that:
1. The number of invalid votes, namely the votes considered as no vote and no count in
determining the number of votes cast at the Meeting for the agenda of the Meeting was
"nil". Thus, the number of valid votes calculated in the meeting voting or in determining
the number of votes cast at the Meeting for the agenda of the Meeting was 957,148,000
(nine hundred fifty seven million one hundred forty eight thousand) votes or 100% (one
hundred percent) of the total shares that may be calculated in complying with the
requirements of the Meeting as provided under Article 85 paragraph (1) of the Company
Law, shareholders, either by themselves or represented by a power of attorney were
entitled to attend the Meeting and use their voting rights in accordance with the number
of shares held;
2. The number of blank (abstain) votes namely the ones which were deemed to cast the
same votes with the majority votes of the shareholders that voted in the Meeting for the
agenda of the Meeting was 1,279,500 (one million two hundred seventy nine thousand
five hundred) votes or approximately 0.13 (zero point one three) of the total shares
validly issued at the meeting;
3. The number of negative votes for the agenda of the Meeting was 3,154,000 (three million
one hundred fifty four) votes or approximately 0.33% (zero point thirty three percent) of
the total shares validly issued at the meeting.
4. The number of affirmative votes for the agenda of the Meeting was 952,714,500 (nine
hundred fifty two million seven hundred fourteen thousand five hundred) votes or
99.54% (ninety nine point five four percent) of the votes validly cast at the Meeting,
which were the majority votes of the shareholders casting the votes in the meeting.
Therefore, the voting requirements of the agenda of the Meeting have been validly complied with,
under a voting, namely the majority votes of the shareholders plus blank votes (abstain) in
the amount of 953,994,000 (nine hundred fifty three million nine hundred ninety four
thousand) votes or 99.67% (ninety nine point six seven percent) of the total votes legally cast in
the Meeting resolved:
1. a. to properly accept the resignation of Theodore Permadi Rachmat from his position as
the President Commissioner and Independent Commissioner and Erida Gunawan
from her position as the Director of the Company effective as of the date of closing of
this Meeting, and thank them for the services provided during their term of office;
b. to respectfully terminate Ho Hon Cheong from his position as the Commissioner of the
Company as of the closing of this meeting;
2. to approve the appointment of:
a) Ho Hon Cheong as the President Commissioner of the Company as of the closing of this
Meeting;
21
b) Pande Radja Silalahi as the Commissioner and Independent Commissioner of the
Company effective as of the date he passed the fit and proper test conducted by the
Capital Market and Financial Institutions Supervisory Agency, so that the compositions
of the Board of Directors and Board of Commissioners of the Company shall be as
follows:
Board of Directors
President Director : Stanley Setia Atmadja, born in Jakarta on 24-08-
1956 (the twenty fourth of August nineteen fifty six),
Indonesian citizen, having his occupation as
entrepreneur, residing at Jalan Denpasar Raya BL E
number 2, South Jakarta Municipality, Setia Budi Sub-
District, Kuningan Timur Village, holder of
Residential Registration Number
09.5302.240856.0250;
Director : Marwoto Soebiakno, born in Semarang on 30-06-
1966 (the thirtieth of June nineteen sixty six),
Indonesian citizen, having his occupation as
entrepreneur, residing at Jalan Janur Kuning V WK 2
Number 10, North Jakarta Municipality, Kelapa
Gading Sub-District, Kelapa Gading Village, holder of
Residential Identification Number
09.5106.300666.4021;
Director : Hafid Hadeli, born in Jakarta on 23-08-1963 (the
twenty third of August nineteen sixty three),
Indonesian citizen, having his occupation as
entrepreneur, residing at Karang Anyar Permai
Number 45, Central Jakarta Municipality, Sawah
Besar Sub-District, Karang Anyar Village, holder of
Residential Registration Number
09.5001.230863.0176;
Director : Ho Lioeng Min, born in Jakarta on 17-04-1968 (the
seventeenth of April nineteen sixty eight), Indonesian
citizen, having his occupation as entrepreneur,
residing at Alam Sutera Jelita I number 69, Tangerang
Municipality, Serpong Utara Sub-District, Pondok
Jagung Timur Village, holder of Residential
Registration Number 3603351704680001;
Director : I Dewa Made Susila, born in Bali on 25-12-1970 (the
twenty fifth of December nineteen seventy),
Indonesian citizen, having his occupation as
entrepreneur, residing at Perum Taman Gandaria A-8,
South Jakarta Municipality, Kebayoran Lama Sub-
District, Kebayoran Lama Utara Village, holder of
22
Residential Registration Number
09.5302.251270.7037;
Board of Commissioners
President Commissioner and
also Independent Commissioner
: Hon Hon Cheong, born in Johor on 20-08-1954 (the
twentieth of August nineteen fifty four), Malaysian
citizen, having his occupation as entrepreneur,
residing at Golf Pondok Indah Apartment Unit 2045,
Tower 2, Jalan Metro Kencana 4, South Jakarta
Municipality, holder of Malaysian Passport Number
A10687184;
Commissioner and also
Independent Commissioner
: Djoko Sudyatmiko, born in Pati on 06-04-1994 (the
sixth of April nineteen ninety four), Indonesian
citizen, having his occupation as entrepreneur,
residing at Kemanggisan Utama VII Number 16, West
Jakarta Municipality, Palmerah Sub-District, holder of
Residential Registration Number
09.5206.060444.0030;
Commissioner and also
Independent Commissioner
: Eng Heng Nee Philip, born in Singapore on 24-08-
1946 (the twenty fourth of August nineteen forty six),
Singaporean citizen, residing at Singapore, holder of
Singaporean Passport Number S1430291C;
Commissioner : Pande Radja Silalahi, born in Balige on 22-03-1949
(the twenty second of March nineteen forty nine),
Indonesian citizen, having his occupation as
entrepreneur, residing at Kaveling DKI Blok 6
Number 22, West Jakarta Municipality, Kembangan
Sub-District, Meruya Utara Village, holder of
Residential Registration Number
09.5208.220349.0095;
Commissioner : Muliadi Rahardja, born in Tangerang on 10-06-1959
(the tenth of June nineteen fifty nine), Indonesian
citizen, having his occupation as entrepreneur,
residing at Jalan Marga I Number 56/36, Tangerang
Municipality, Tangerang Sub-District, Sukasari
Village, holder of Residential Registration Number
3671011006590005;
Commissioner : Vera Eve Lim, born in Pematang Siantar on 01-10-
1965 (the first of October nineteen sixty five),
Indonesian citizen, having his occupation as
entrepreneur, residing at Teluk Gong Raya Blok C 4
Number 20, North Jakarta Municipality, Penjaringan
Sub-District, Pejagalan Village, holder of Residential
23
Registration Number 09.5102.411065.0533;
Commissioner : Rajeev Kakar, born in Delhi on 01-07-1963 (the first
of July nineteen sixty three), Indian citizen, having his
occupation as entrepreneur, residing at India, holder of
Singaporean Passport Number Z1837324;
With the term of office until the closing of the Third Annual General Meeting of
Shareholders, namely for the financial year ending on 31-12-2011 (the thirty first of
December two thousand eleven) which must be held at the latest on June 2012 (two
thousand twelve), without prejudice to the rights of the General Meeting of Shareholders
to terminate them at any time.
3. to grant authorities and powers to the Board of Directors of the Company to restate the
resolutions of this Meeting in a deed on Statement of Resolutions of the Meeting drawn
up before the Notary and submit the report on change of the Company data to the
Ministry of Law and Human Rights of the Republic of Indonesia.
The fifth Agenda of Meeting: a. Determination of salary and allowances
and/or other income of the Board of Directors
of the Company;
b. Determination of salary or honorarium and
other allowances of the Board of
Commissioners of the Company;
c. Distribution of duties and authorities of
management
The chairman of the Meeting presented explanation and proposed resolutions of the fifth agenda
of the Meeting as follows:
"Our respective Shareholders and attorneys of Shareholders, in accordance with:
a. Article 11, paragraph 6 and Article 19, paragraph 2 (e) of the Articles of
Association in conjunction with Article 96 of the Company Law: "The members of
the Board of Directors may be given salaries and allowances and/or other income
the amount of which shall be determined by the GMS by taking into account the
recommendations from the Nomination and Remuneration Committee and such
authority may be delegated to the Board of Commissioners ";
b. Article 14, paragraph 8 and Article 19, paragraph 2 (e) of the Articles of
Association in conjunction with Article 113 of the Company Law: "The salary or
honorarium and other allowances of members of the Board of Commissioners shall
be determined by the General Meeting of Shareholders by taking into account the
recommendation from the Nomination and Remuneration Committee";
c. Recommendation of the Nomination and Remuneration Committee No.
001/ADMF/KNR/IV/11 and No. 002/ADMF/KNR/IV/11, both dated 30-03-2011
(the thirtieth of March two thousand eleven); and
24
d. Article 12 paragraph 8 and Article 19 paragraph 2 (f) of the Articles of Association
in conjunction with Article 92 paragraph (5) and (6) of the Company Law: "The
delegation of management duties and authorities among the members of the Board
of Directors shall be determined by the GMS resolutions. If the GMS is silent on
that matter, the delegation of the management duties and authorities of the Board
of Directors shall be determined by the meeting of the Board of Directors in
accordance with the provisions under the prevailing laws and regulations".
With due observance of such provisions, it was proposed in this Meeting to resolve:
1. to approve the delegation of the authority to the Board of Commissioners to
determine the salaries and allowances as well as bonus for the financial year 2011
(two thousand eleven) of each member of the Board of Directors upon the
recommendation from the Nomination and Remuneration Committee No.
001/ADMF/KNR/IV/11 dated 30-03-2011 (the thirtieth of March two thousand
eleven);
2. a. to determine the amount of salary or honorarium and allowances and
bonus of all members of the Board of Commissioners for the financial
year 2011 (two thousand eleven) in the amount of Rp 3,134,559,156
(three billion one hundred thirty four million five hundred fifty nine
thousand one hundred fifty six Rupiah); and
b. to give the authority to the President Commissioner of the Company to
determine the amount of salary or honorarium and allowances as well
bonus, for each member of the Board of Commissioners based on the
recommendation from the Nomination and Remuneration Committee No.
002/ADMF/KNR/IV/11 dated 30-03-2011 (the third of March two
thousand eleven);
3. the delegation of duties and authorities among the members of the Board of
Directors shall be determined by the Resolutions of the Board of Directors of the
Company.”
After the chairman of the Meeting conveyed the explanation and proposed resolutions on the fifth
agenda of Meeting, the Chairman of the Meeting let the participants of the Meeting to raise any
questions and/or opinions to the agenda of the Meeting in accordance with the code of conduct of
the Meeting, Articles of Association of the Company, and Company Law.
After a while, as there was no other questions and/or view raised for the agenda of the Meeting,
the chairman of the Meeting requested to continue with the resolutions on the proposed agenda of
the Meeting with a consensus or voting.
A. Compliance with Meeting quorum requirements
Under Article 23 paragraph 1 (a) of the Articles of Association of the Company in
conjunction with Article 86 paragraph (1) of the Company Law, the required number of
shares present or represented at the Meeting in order to meet the requirements of the Meeting
quorum is more than 1/2 (half) of the total shares with valid voting rights issued by the
Company.
While the number of shares that were present or represented at the Meeting was 957,148,000
(nine hundred fifty seven million one hundred forty eight thousand) shares or approximately
95.71% (ninety five point seventy one percent) of the total shares with valid voting rights
25
have been issued by the Company which may be calculated in determining the amount of the
required quorum for the agenda of the Meeting.
Thus, the quorum requirements for the meeting for the meeting agenda have been validly
complied with.
Therefore, the discussion and resolutions for the agenda of the Meeting may be carried out in
accordance with the code of conduct of the Meeting, the Articles of Association of the
Company and the Company Law.
B. Compliance with Meeting voting requirements
Under Article 23 paragraph 1 (a) of the Articles of Association of the Company in
conjunction with Article 87 of the Company Law, the proposed Meeting resolutions shall be
adopted under a deliberation to reach a consensus or if no resolutions based on a consensus
may be reached, the proposed Meeting resolutions shall be adopted under a voting, and the
number of votes required in the Meeting to comply with the voting requirements of the
agenda of the Meeting shall be the affirmative vote of more than 1/2 (half) of the total valid
votes cast in the Meeting, and it appeared that:
1. The number of invalid votes, namely the votes considered as no vote and no count
in determining the number of votes cast at the Meeting for the agenda of the
Meeting was "nil".
Thus, the number of valid votes calculated in the meeting voting or in determining
the number of votes cast at the Meeting for the agenda of the Meeting was
957,148,000 (nine hundred fifty seven million one hundred forty eight thousand)
votes or 100% (one hundred percent) of the total shares that may be calculated in
complying with the requirements of the Meeting as provided under Article 85
paragraph (1) of the Company Law, shareholders, either by themselves or
represented by a power of attorney were entitled to attend the Meeting and use their
voting rights in accordance with the number of shares held;
2. The number of blank (abstain) votes namely the ones which were deemed to cast
the same votes with the majority votes of the shareholders that voted in the
Meeting for the agenda of the Meeting was "nil";
3. The number of negative votes for the agenda of the Meeting was “nil”.
4. The number of affirmative votes for the agenda of the Meeting was 957,148,000
(nine hundred fifty seven million one hundred forty eight thousand) votes or 100%
(one hundred percent) of the votes validly cast at the Meeting.
Therefore, the voting requirements of the agenda of the Meeting have been validly complied
with, under a consensus, namely in the amount of 957,148,000 (nine hundred fifty seven
million one hundred forty eight thousand) votes or 100% (one hundred percent) of the total
votes legally cast in the Meeting resolved:
1. to approve the delegation of the authority to the Board of Commissioners to
determine the salaries and allowances as well as bonus for the the financial year
2011 (two thousand eleven) of each member of the Board of Directors upon the
recommendation from the Nomination and Remuneration Committee No.
001/ADMF/KNR/IV/11 dated 30-03-2011 (the thirtieth of March two thousand
eleven);
2. a. to determine the amount of salary or honorarium and allowances and bonus
of all members of the Board of Commissioners for the financial year 2011
26
(two thousand eleven) in the amount of Rp 3,134,559,156 (three billion one
hundred thirty four million five hundred fifty nine thousand one hundred
fifty six Rupiah); and
b. to give the authority to the President Commissioner of the Company to
determine the amount of salary or honorarium and allowances as well bonus,
for each member of the Board of Commissioners based on the
recommendation from the Nomination and Remuneration Committee No.
002/ADMF/KNR/IV/11 dated 30-03-2011 (the third of March two thousand
eleven);
3. the delegation of duties and authorities among the members of the Board of
Directors shall be determined by the Resolutions of the Board of Directors of the
Company.”
The sixth Agenda of Meeting: Report on change of Audit Committee composition
of the Company,
At the request of the chairman of the Meeting, Vera Eve Lim, the Commissioner of the Company
conveyed the report on the change of the compositions of the Company’s Audit Committee as
follows:
"Our respective Shareholders and attorneys of Shareholders, to comply with regulation of
Capital Market and Financial Institutions Supervisory Agency Number IX.I.5 on
Establishment and Work Implementation Guidelines of the Audit Committee, by
considering Decree of the Board of Commissioners of the Company dated 28-04-2011 (the
twenty eighth of April two thousand eleven), we hereby convey report on the change of the
compositions of the Company’s Audit Committee as follows:
Chairman : Djoko Sudyatmiko;
Member : Eng Heng Nee Philip;
Member : Pande Radja Silalahi;
Member : Vera Eve Lim;
Member : Rajeev Kakar;
Member : Harry Kusnady;
Member : Diyah Sasanti.”
After Vera Eve Lim, the Commissioner of the Company conveyed the report on the change of
the compositions of the Company’s Audit Committee, before the Meeting was closed; the
Chairman of the Meeting let me, the Notary, to read the resolutions and report of the Meeting as
follows:
The first agenda, the Meeting resolved:
27
1. To approve the annual report of the Company for the financial year ending on 31 -12-2010
(the thirty first of December two thousand ten);
2. Ratify the financial statements for the 2010 (two thousand ten) fiscal year audited by
Siddharta & Widjaja Public Accounting Firm (a member firm of KPMG International), as
published in the Independent Auditor's Report No. L.10-3263-11/II.01.001 dated 01-02-2011
(the first of February two thousand eleven) and reissued in the Independent Auditor's Report
No. L.10-3263-11/IV.11.002 dated 11-04-2011 (the eleventh of April two thousand eleven),
both with fair without qualifications
3. To ratifiy the Board of Commissioners’ supervisory duty report for financial year 2010 (two
thousand ten); and
4. To give a full release and discharge ("volledig acquit et decharge") to the Board of Directors
and the Board of Commissioners for the management and supervision conducted during the
financial year 2010 (two thousand ten), to the extent that such management and supervisory
actions are reflected in the annual report for the financial year 2010 (two thousand ten).
The second agenda, the Meeting resolved:
To approve the appropriation of the Company’s profits for the financial year 2010 (two thousand
ten) in the amount of Rp 1,467,905,886,757 (one trillion four hundred sixty seven billion nine
hundred five million eight hundred eighty six thousand seven hundred fifty seven Rupiah) under
the following details:
1. approximately 1% (one percent) of the retained earning or in the amount of Rp
14,679,000,000 (fourteen billion six hundred seventy nine million Rupiah) to be set aside as
reserve funds, which is still in the amount of Rp 44,934,000,000 (forty four billion nine
hundred thirty four million Rupiah), so that the entire Reserve Funds of the Company
becomes Rp 59,613,000,000 (fifty nine billion six hundred thirteen million Rupiah);
2. in the amount of Rp 954.14 (nine hundred fifty four point fourteen Rupiah) per share or
totaling Rp 954,140,000,000 (nine hundred fifty four billion one hundred forty million
Rupiah) which constitutes 65% (sixty five percent) of the Company's retained earning shall
be paid as dividends for the financial year 2010 (two thousand ten) with the following
conditions:
a. dividends will be paid to the shareholders whose names were registered in the Register of
Shareholders on 14-06-2011 (the fourteenth of June two thousand eleven) at 16.00
(sixteen) Western Indonesia Time (hereinafter referred to as the "Registration Date") and
will be paid on 28-06-2011 (the twenty eighth of June two thousand eleven) (hereinafter
is referred to as "Payment Date");
b. for the dividends of financial year 2010 (two thousand ten), the Board of Directors will
deduct dividend taxes in accordance with the applicable tax regulations that were
applicable for the shareholders;
c. The Board of Directors is hereby authorized and entitled to stipulate matters regarding or
relating to the implementation of the payment of the financial year 2010 (two thousand
ten) dividends;
3. the balance of retained earnings of the Company the appropriation of which was yet to be
stipulated in the amount of Rp 499,086,886,757 (four hundred ninety nine billion eighty six
million eight hundred eighty six thousand seven hundred fifty seven Rupiah) will be recorded
as Retained Earnings.
The third agenda, the Meeting resolved:
To grant authorities to the Board of Commissioners of the Company to appoint a public
accountant registered with the Capital Market and Financial Institutions Supervisory Agency
28
(Bapepam & LK) to conduct audit on the financial report of the Company for the financial year
2011 (two thousand eleven) and determine the honorarium and other requirements for the
appointment of the public accountant.
The fourth agenda, the Meeting resolved:
1. a. to properly accept the resignation of Theodore Permadi Rachmat from his
position as the President Commissioner and Independent Commissioner and
Erida Gunawan from her position as the Director of the Company effective as of
the date of closing of this Meeting, and thank them for the services provided during
their term of office;
b. to respectfully terminate Ho Hon Cheong from his position as the Commissioner
of the Company as of the closing of this meeting;
2. to approve the appointment of:
a) Ho Hon Cheong as the President Commissioner of the Company as of the closing
of this Meeting;
b) Pande Radja Silalahi as the Commissioner and Independent Commissioner of the
Company effective as of the date he passed the fit and proper test conducted by the
Capital Market and Financial Institutions Supervisory Agency,
so that the compositions of the Board of Directors and Board of Commissioners of the
Company shall be as follows:
Board of Directors
President Director : Stanley Setia Atmadja;
Director : Marwoto Soebiakno;
Director : Hafid Hadeli;
Director : Ho Lioeng Min;
Director : I Dewa Made Susila;
Board of Commissioners
President Commissioner and
also Independent
Commissioner
: Hon Hon Cheong;
Commissioner and also
Independent Commissioner
: Djoko Sudyatmiko;
Commissioner and also
Independent Commissioner
: Eng Heng Nee Philip;
29
Commissioner : Pande Radja Silalahi;
Commissioner : Muliadi Rahardja;
Commissioner : Vera Eve Lim;
Commissioner : Rajeev Kakar;
With the term of office until the closing of the Third Annual General Meeting of
Shareholders, namely for the financial year ending on 31-12-2011 (the thirty first of
December two thousand eleven) which must be held at the latest on June 2012 (two
thousand twelve), without prejudice to the rights of the General Meeting of Shareholders
to terminate them at any time.
3. to grant authorities and powers to the Board of Directors of the Company to restate the
resolutions of this Meeting in a deed on Statement of Resolutions of the Meeting drawn
up before the Notary and submit the report on the change of the Company data to the
Ministry of Law and Human Rights of the Republic of Indonesia.
The fifth agenda, the Meeting resolved:
1. to approve the delegation of the authority to the Board of Commissioners to determine
the salaries and allowances as well as bonus for the financial year 2011 (two thousand
eleven) of each member of the Board of Directors upon the recommendation from the
Nomination and Remuneration Committee No. 001/ADMF/KNR/IV/11 dated 30-03-
2011 (the thirtieth of March two thousand eleven);
2. a. to determine the amount of salary or honorarium and allowances and bonus of all
members of the Board of Commissioners for the financial year 2011 (two
thousand eleven) in the amount of Rp 3,134,559,156 (three billion one hundred
thirty four million five hundred fifty nine thousand one hundred fifty six Rupiah);
and
b. to give the authority to the President Commissioner of the Company to determine
the amount of salary or honorarium and allowances as well bonus, for each
member of the Board of Commissioners based on the recommendation from the
Nomination and Remuneration Committee No. 002/ADMF/KNR/IV/11 dated 30-
03-2011 (the third of March two thousand eleven);
3. the delegation of duties and authorities among the members of the Board of Directors
shall be determined by the Resolutions of the Board of Directors of the Company.”
The sixth agenda, it was reported to the Meeting:
The change of the compositions of the Company’s Audit Committee as follows:
Chairman : Djoko Sudyatmiko;
Member : Eng Heng Nee Philip;
Member : Pande Radja Silalahi;
30
Member : Vera Eve Lim;
Member : Rajeev Kakar;
Member : Harry Kusnady;
Member : Diyah Sasanti.”
Therefore, as there was no other Meeting agenda to be discussed by the Meeting participants, the
chairman of the Meeting closed the meeting, and then I, Notary, under this deed declared the fact,
that occurred during the course of the Meeting, which was held in accordance with the Articles of
Association and the Company Law, to be used where necessary by the Meeting participants and
stakeholders.
The aforementioned appearers, known by me, Notary, from the identities contained in the
identifications that were delivered to me, Notary, which were written in this deed as provided
under Article 38 paragraph (3) letter a, Article 38 paragraph (3) letter b, and Article 39 of Law on
Notary Duties, the truth/validity of which was guaranteed by the appearers mentioned above.
Soon after this deed was read by me, Notary, to the aforementioned appearers in the presence of
two (2) witnesses of this deed, the minutes of this deed was immediately signed by two (2)
witnesses of this deed and I, Notary, as the signing by the appearers as mentioned above was not
required in accordance with Article 90 paragraph (2) of the Company Law. This meeting was
held outside my, Notary, office namely at the place as mentioned above, opened at 13:49 (thirteen
forty nine) and closed at 15:16 (fifteen sixteen). Each identity and authority of the witnesses of
this deed was known by me, Notary, namely:
(1) Richard Lumban Tobing, born in Porsea on 15-09-1954 (the fifteenth of September
nineteen fifty four), employee of the Notary, residing at Jalan Wika II Number 28-B, Kota
Jakarta Selatan, Kecamatan Jagakarsa, Kelurahan Srengseng Sawah, holder of Residential
Identification Number 09.5407.150954.0365; and
(2) Charlon Situmeang, born in Tarutung on 20-08-1966 (the twentieth of August nineteen
sixty six), employee of the Notary, residing at Permata Hijau Permai Block H 5 number 28,
Kota Bekasi, Kecamatan Bekasi Utara , Kelurahan Kaliabang Tengah, holder of the
Residential Identification Number 3275032008660020, for this purpose was temporarily in
Jakarta.
Thus, anything contained in this deed, which was made in the form of minutes, have been truly
understood and were in accordance with the facts, which occurred at a course of the Meeting,
which was held in accordance with the Articles of Association of the Company and the Company
Law, to be used where necessary by the Meeting participants and stakeholders, as provided under
Article 38 paragraph (3) c and the fifth paragraphs of the General Elucidation of Law on Notary
Duties.