P. SUTRISNO A. TAMPUBOLON STTD BAPEPAM Telephone … · Appear before myself, Pahala Sutrisno...

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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: [email protected]

Deed : MINUTES OF

ANNUAL GENERAL MEETING OF

SHAREHOLDERS

Dated : 28 April 2011

Number : 21

mailto:[email protected]

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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


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


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


(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


(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


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


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


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 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


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


Company Law.









Company.




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.






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:



"nil".


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



Law, shareholders, either by themselves or represented by a power of attorney were


of shares held;





14








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:


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).



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.








quorum was more than 1/2 (half) of the total shares with valid voting rights issued by the

Company.







complied with.








16




votes cast in the Meeting, and it appeared that:



"nil".


number of votes cast at the Meeting for the agenda of the Meeting was 957,148,000 (nine






of shares held;












“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.



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;



: 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


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;







also Independent

Commissioner

: Ho Hon Cheong



: Djoko Sudyatmiko;

19




Commissioner : Pande Radja Silalahi;


Commissioner : Vera Eve Lim;

Commissioner : Rajeev Kakar,




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.









Company.







complied with.




20











"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





of shares held;



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.


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.


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;


a) Ho Hon Cheong as the President Commissioner of the Company as of the closing of this

Meeting;

21



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),


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),


entrepreneur, residing at Karang Anyar Permai

Number 45, Central Jakarta Municipality, Sawah

Besar Sub-District, Karang Anyar Village, holder of


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),


entrepreneur, residing at Perum Taman Gandaria A-8,

South Jakarta Municipality, Kebayoran Lama Sub-

District, Kebayoran Lama Utara Village, holder of

22


09.5302.251270.7037;



also Independent Commissioner

: Hon Hon Cheong, born in Johor on 20-08-1954 (the

twentieth of August nineteen fifty four), Malaysian


residing at Golf Pondok Indah Apartment Unit 2045,

Tower 2, Jalan Metro Kencana 4, South Jakarta

Municipality, holder of Malaysian Passport Number

A10687184;



: Djoko Sudyatmiko, born in Pati on 06-04-1994 (the

sixth of April nineteen ninety four), Indonesian


residing at Kemanggisan Utama VII Number 16, West

Jakarta Municipality, Palmerah Sub-District, holder of


09.5206.060444.0030;



: 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),


entrepreneur, residing at Kaveling DKI Blok 6

Number 22, West Jakarta Municipality, Kembangan

Sub-District, Meruya Utara Village, holder of


09.5208.220349.0095;

Commissioner : Muliadi Rahardja, born in Tangerang on 10-06-1959

(the tenth of June nineteen fifty nine), Indonesian


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),


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;








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


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.









Company.




25




complied with.












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";


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


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


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


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:


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

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(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;


a) Ho Hon Cheong as the President Commissioner of the Company as of the closing

of this Meeting;



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;







also Independent

Commissioner

: Hon Hon Cheong;



: Djoko Sudyatmiko;




29

Commissioner : Pande Radja Silalahi;


Commissioner : Vera Eve Lim;

Commissioner : Rajeev Kakar;








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;

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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.

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Made without any amendments.

The Minutes of this deed were duly signed.

Given as the COPY which has the same content.

8 APR 2011

P. Sutrisno A. Tampubolon

P. SUTRISNO A. TAMPUBOLON STTD BAPEPAM Telephone … · Appear before myself, Pahala Sutrisno...

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