Professional Documents
Culture Documents
Articles of Association 2021
Articles of Association 2021
IN
Email: notaris@ashoyaratam.com
______________________________________________________________
Number : 35
1
STATEMENT OF RESOLUTION OF
Number: 35
Time.
deed:
2
-according to his statement in this regard is acting
3
Supplement number 20155/2008; as well as all
number 23552/2011;
number 9063/L/2013;
2990/L/2014;
4
(the fourteenth day of February two thousand
number 2242/L/2018;
5
Republic of Indonesia dated 24-6-2019 (the
“Company”);
6
the Annual General Meeting of Shareholders of the Company
“Meeting”);
two point two nine eight three seven three one) of the
5-2021 (the fifth day of May two thousand and twenty one)
the Company.
7
- whereas the Meeting was held with the following agenda,
among other:
Company;
one);
of the Company;
8
twenty-one) number 37 (hereinafter shall be referred to
resolved:
9
2. Approved the amendment to the Articles of Association of
aforementioned decisions.
authority.”
10
Company, hereby declares to reconstitute the provisions of the
read as follows:
Article 1
Article 2
11
Number C2-6870.HT.01.01.th.91 and established for an
indefinite period.
Article 3
activities:
regulations;
12
c. Make investments including equity participation in
business activities:
pipelines.
13
3. Electrical Installation, includes the
installation of telecommunications
telecommunications installations at
residential premises.
14
6. Wholesale Trade on the basis of Fees or
activities.
15
8. Wholesale Trade of Software wholesalers,
equipment.
16
wholesale trade in precious stones (diamonds,
compendiums.
17
business of making and producing motion
bookkeeping.
18
owners and operators of the network and
19
and other wireless telecommunications networks.
operators.
20
material). Including the activity of providing
infrastructure operator.
21
services. VSAT is a system that can be used for
network.
22
includes service businesses to provide content
23
Activities include consulting, analysis and
environment.
24
information security development and
implementation.
services.
25
services related to activities that have not
forensics activities.
activities.
26
to generate and maintain large databases of
27
mediation of transfer of ownership goods and/or
service activities.
28
40. Retail Trade on Computers and Their Equipment,
equipment.
like.
playing equipment.
starter packs.
29
45. Internet access resale services, including the
agencies/industry/organizations on request,
30
on so that the tool is believed to be valid for
technology networks;
facilities;
31
owned by other parties in the information,
Company.
business activities:
32
identification marks (lithography, writing on
copyrighted.
activities.
33
warehouses and others. Including changes and
34
maintenance and repair of construction of
buildings.
infrastructure).
like.
35
12. Installation of plumbing, including the
channel installations.
classified elsewhere.
36
construction projects of interior plaster
newspapers.
equipment.
37
19. Retail Trade on Laboratory, Pharmaceutical and
television.
security.
38
22. Music and Music Book Publishing Activities,
transfers).
39
24. Transportation Consulting Activities, including
information.
40
26. Certification services, covering the activities
verification system.
41
laboratory testing, failure analysis, testing
42
time for various kinds of application
marketing consulting.
43
31. Tourism Information Services, including
44
33. Other Business Supporting Services Activities,
elsewhere.
45
activities covered in this group are EO
46
development, child creativity improvement,
CAPITAL
Article 4
47
b. 389,999,999,999 (three hundred eighty-nine billion
48
million eight hundred twenty-nine thousand nine hundred
payment;
in any way;
Association;
49
company listed on the Stock Exchange, the price must
financial position.
50
h. The payment in other forms other than money must be
value.
51
shareholder in accordance with a certain ratio to
terms.
52
exercised by each shareholder who subscribes for
“Minister of Law”).
53
of changing the authorized capital must be approved by
authorized capital;
Law;
54
Association as referred to in paragraph (7)
letter b below.
shareholder.
SHARES
Article 5
55
1. Company shares are shares in the name of and issued in
law on shares.
right.
are:
56
c.1 The right to approve in the GMS regarding the
following matters:
of Association;
Commissioners;
and dissolution;
of Commissioners;
57
Articles of Association requires the
Association.
shares.
58
6. In the event that the joint owners fail to notify the
CERTIFICATE OF SHARE
Article 6
to its shareholders.
59
Settlement and Depository Institution as proof of
listed.
by a shareholder.
certificate;
shares;
share certificate.
60
6. Every share certificate, collective share certificate,
61
Article 7
certificate;
62
Exchange at the place where the Company's shares are
Company.
Securities.
COLLECTIVE CUSTODY
Article 8
63
c. if the shares in the Collective Custody with the
Register of Shareholders:
64
Bank to the Company or the Securities Administration
lost or destroyed;
investigations;
65
l. Custodian Banks and Securities Companies are
66
Custodian Bank and to the Company. Securities for
Settlement Institution;
67
based. determination of shareholders who are
rights.
Article 9
Directors.
68
3. In the Special Register, information regarding share
Shareholders.
well as possible.
69
or interests in shares must be carried out in accordance
Article 10
70
sector and Stock Exchange regulations where the Company's
Board of Directors.
provisions.
71
3. The Board of Directors may refuse by giving reasons for
are listed.
72
7. Any person who acquires rights to a share due to the
Association.
73
shares are listed, except for the rights to Series A
BOARD OF DIRECTORS
Article 11
a. UUPT;
and
while serving:
74
Commissioners who was found guilty of causing a
regulations;
75
f. meet other requirements as specified in paragraph
Company.
requirements.
regulations.
76
Directors concerned in the announcement media with due
Company.
concerned.
77
nomination is binding on the GMS. This provision also
of Directors.
GMS.
78
13. The GMS may dismiss members of the Board of Directors at
Directors;
legal force;
g. resigns;
79
16. Dismissal for reasons as referred to in paragraph (14)
no respect.
marriage.
20. If at any time for any reason one or more members of the
80
President Director or the vacant position is the
applicable regulations.
Directors whose term of office has ended and the GMS has
by the GMS to carry out his work with the same power and
office.
81
office. In the event that a member of the Board of
resignation letter.
b of this paragraph.
82
f. The resigned Board of Directors is only free from
when:
b. dies;
regulations.
83
25. The provisions as referred to in paragraph (24) letter f
are prohibited.
accountability for his actions for which the GMS has not
84
objectives of the Company and to represent the
until:
of this paragraph; or
paragraph.
himself.
e of this paragraph.
85
i. If the GMS cancels the temporary suspension or there
appropriate.
86
later than 2 (two) working days after the
Owned Enterprises;
interest; and/or
87
g. other positions in accordance with the provisions of
Commissioners.
Article 12
(1), then:
among others:
88
specifically appointed for that purpose,
and regulations;
89
Commissioners whose reporting provisions and
Commissioner:
business activities;
90
b.4. make an Annual Report, which includes among
Documents;
Annual Report;
91
Meeting of the Board of Directors, Annual
company documents;
92
especially regulations in the Capital Market
sector;
fairness.
93
in paragraph (1) of this Article in good faith, full of
and regulations.
arising or continuing.
Commissioners:
94
determined by the Board of Commissioners,
Commissioners.
95
(f). establish a subsidiary and/or joint venture
Commissioners.
96
(k). provide short/medium/long term loans that are
sector.
(a), (b), (e), (t), (g), (h). (i), (j), (k) and (l)
97
criteria, determined after obtaining approval from
GMS; and
98
8. Within a maximum period of 30 (thirty) days from the
for:
99
excluded by the laws and regulations in the
Capital Market.
Market.
Board of Commissioners.
intentions.
Articles of Association.
Board of Directors.
100
14. In order to carry out the management of the Company, each
Board of Directors.
absent or unavailable.
101
be proven to a third party, the Vice President
unavailable.
17. In the event that the President Director does not make an
102
persons as representatives or proxies, by granting them
Articles of Association.
Company.
are:
103
b. the Board of Commissioners in the event that all
Company.
Article 13
in every month.
time if:
of Directors;
Board of Commissioners.
Association.
104
5. a. Invitations for a meeting of the Board of Directors
urgent situation.
105
appointed in writing by the President Director if at the
appointment.
Board of Directors.
of Directors.
106
attorney. A member of the Board of Directors may only
13. Meetings of the Board of Directors are valid and have the
14. In the event that there is more than one proposal, then a
107
and an additional 1 (one) vote for each other member of
meeting.
Directors.
108
appointed by the Chairperson of the Meeting and then
Meeting.
agreement
109
b. Decisions taken in this way have the same power as
of Directors.
BOARD OF COMMISSIONERS
Article 14
110
Independent Commissioners is in accordance with the
a. UUPT;
and
while serving:
111
3) have never been convicted of a criminal act
regulations:
112
5. The fulfillment of the requirements as referred to in
the Company.
requirements.
113
latest. no later than 7 (seven) days notifying the
Company.
114
the Shareholders of Series A Dwiwarna and the decision of
the GMS.
office ends.
115
b. After their term of office ends, members of the
reasons.
Commissioners.
legal force,
f. resigns.
116
appropriate by the GMS for the interests and objectives
of the Company.
no respect.
marriage.
Commissioners.
117
a. A GMS must be held to fill the vacant position if
Commissioner.
24. If at any time for any reason all the positions of the
resignation letter.
118
c. The Company is obligated to disclose information to
in letter b.
releases him.
119
meeting the minimum requirements for the number of
ends when:
b. dies;
are prohibited.
120
a. members of the Board of Directors in State-Owned
Owned Enterprises;
interest.
and regulations.
Article 15
121
supervision of the implementation of the Company's Long-
then:
Company;
by the Company;
Company;
Directors;
122
a.6. appoint and dismiss a Secretary to the Board of
Commissioners;
Articles of Association;
123
a.1. provide advice to the Board of Directors in
Articles of Association;
performance;
requested;
124
a.9. report to the Company regarding the ownership
Commissioners must:
fairness;
125
Company and in accordance with the purposes and
Article 16
126
1. All decisions of the Board of Commissioners are taken at
the Meeting of the Board of Commissioners.
2. The Board of Commissioners must hold a meeting at least 1
(one) time in 12 (two) months.
3. The Board of Commissioners must hold regular meetings
with the Board of Directors at least 1 (one) time in 4
(four) months.
4. The Board of Commissioners may hold a meeting at any time
at the request of 1 (one) or several members of the Board
of Commissioners or the Board of Directors, stating the
matters to be discussed.
5. Invitations for the Meeting of the Board of Commissioners
must be made by the President Commissioner. In the event
that the President Commissioner is absent, which does not
need to be proven to a third party, the invitations for a
meeting shall be made by the Vice President Commissioner.
In the event that the Vice President Commissioner is
unavailable due to any reason, which does not need to be
proven to a third party, the invitations for a meeting
shall be made by a member of the Board of Commissioners
6. a. The invitation to the Meeting of the Board of
Commissioners must be made in writing and delivered
or submitted directly to each member of the Board of
Commissioners with an adequate receipt, or by
registered post or by courier service or by telex,
facsimile or electronic mail (e-mail) no later than
127
5 (five) days before the meeting is held, without
an urgent situation.
128
who is appointed by the Vice President Commissioner
12. In the event that there is more than one member of the
the meeting.
13. In the event that there is more than one proposal, then a
129
proposals receives more than 1/2 (half) of the total
votes cast.
meeting.
130
appointed by the Chairperson of the Meeting and then
Commissioners.
Meeting.
131
19. a. The Board of Commissioners may also make valid
of Commissioners.
provisions.
Article 17
132
1. The Board of Directors is required to prepare the
program/activity budget;
subsidiaries; and
of Commissioners.
in paragraph (1).
Board of Commissioners.
133
the relevant Company's Annual Work Plan and Budget) or
Article 18
closed.
e. Company profile;
g. corporate governance;
responsibility;
134
j. statement letter from members of the Board of
in paragraph (2).
the provisions.
135
reasons stated by the Board of Directors in a separate
Annual Report.
the Annual GMS no later than the end of the 5th (fifth)
136
duties by the Board of Commissioners, and in accordance
REPORTING
Article 19
Commissioners.
137
5. The Board of Directors must submit a quarterly report to
Article 20
Articles of Association.
provided by:
managing e-GMS; or
c. Company;
138
as specifically regulated in the regulations in the
request of:
regulations.
Board of Commissioners.
paragraph must:
139
3) be accompanied by reasons and materials related
Directors.
140
GMS within the period as referred to in letter e of
141
letter j of this paragraph, the information used as
announce:
and
GMS.
142
Financial Services Authority no later than 5 (five)
held.
143
Article 21
regulations.
Association;
144
full discharge and release of responsibility to the
Article 22
Other GMS may be held at any time based on the need for the
Article 23
at:
business activities;
located; or
145
d. province of the domicile of the Stock Exchange where
Article.
following conditions:
GMS.
of Association.
146
5. Announcement of the GMS shall be made with the following
provisions:
contain:
Board of Commissioners.
147
3) the website of the Company.
Indonesian.
reference.
of Association.
148
6. The proposed the agenda of the meeting may be submitted
rights.
regulations.
letter c.
149
e. The Company is required to include the proposed
conditions:
150
c. Invitations for the GMS to shareholders as referred
through:
reference.
151
to hold a GMS as referred to in Article 20 paragraph
8. The invitations for the second GMS shall be made with the
following conditions:
that the first GMS has been held and has not reached
GMS.
9. The invitations for the third GMS shall be made with the
following conditions:
152
a. The invitations for the third GMS at the request of
second GMS had been held and did not reach a quorum
of attendance.
10. The agenda for the meeting shall be regulated with the
following provisions:
of the GMS;
153
Shareholders prior to the implementation of the GMS,
Shareholder; and
provisions.
the shareholders.
154
made as referred to in paragraph (7) letter b of
this Article;
invitation.
Article 24
following provisions:
155
a. The chairman of the GMS is a member of the Board of
Commissioners.
Commissioners.
156
f. In the event that one of the members of the Board of
following rules:
begins.
157
2) the agenda of the meeting;
meeting.
of the GMS.
Notary.
158
on a holiday, the minutes of the GMS must be
GMS;
GMS;
opportunity;
159
(not voting) for each agenda item of the
dividends.
through:
using Indonesian.
reference.
160
must be announced to the public no later than 2
announced; and
the GMS;
Article 25
161
a. attended by shareholders who represent more than 1/2
of quorum;
162
2. The GMS for the agenda of transferring the Company's
163
representatives who together represent more than 3/4
independent shareholders;
164
approved by more than 1/2 (half) of the total shares
meeting;
application;
present; and
provisions:
165
a. attended by the Series A Dwiwarna shareholder and
166
other shareholders and/or their legal
167
than 1/2 (half) portion of the total number of
following conditions:
168
portion of the total number shares with voting
application.
169
invitations with due observance of the laws and
10. At the meeting, each share gives the owner the right to
cast votes.
for all the shares they own and the shareholders are not
170
a. Custodian Bank or Securities Company as Custodian
Company's shares.
consensus.
Association.
18. During the GMS, the Company may invite other parties
171
19. The Company is required to provide an alternative
electronically include:
UTILIZATION OF PROFIT
Article 26
Annual GMS regarding the use of the net profit that has
much net profit that has not been shared can be set aside
172
one or another without prejudice to the right of the GMS
to decide otherwise.
distribution.
173
d. The payment day must be announced by the Board of
retained earnings.
174
a period of 10 (ten) years will become the rights of the
Company.
Company.
13. In the event that after the financial year ends it turns
Article 27
reserves.
175
2. The provision for net income for reserves in paragraph
earnings.
the GMS may decide that the excess of the reserve fund is
Article 28
176
1. This amendment to the Articles of Association must take
Association.
the GMS.
177
circulated in the domicile of the Company no later than 7
Article 29
Association.
Article 30
Association.
carried out.
178
4. The liquidator is obliged to notify the Minister of Law
sector.
DOMICILE OF SHAREHOLDERS
Article 31
CLOSING PROVISIONS
Article 32
179
-Finally, the presenter by always acting as described, hereby
presence of:
180
- Mister BARA INDRA ARDIYASHA, born in Jakarta, on 2-8-1981
Jakarta;
181
Notary in the Administrative City of South Jakarta
182