AOA Limited Liability Company

THE LIMITED LIABILITY COMPANY PT. _____________________ Number:

On this day, _________ the _____________ day of ___________, two thousand and ten (____-_____-2010). Appear before me, ____________, Bachelor of Law, Notary in Jakarta in the presence of witnesses whose names will be mentioned at the end of this deed: 1. MR ________________, born in _____________, on ________________, ________________, residing in ____________________, holder of Indonesian Identity Card Number : ____________, Indonesian citizen; - in his capacity as President Director and therefore acting for and on behalf of PT. ___________________, a limited liability company established under the laws of the Republic of Indonesia, having its offices at _________________, Indonesia and having its articles of association as contained in the Indonesian state gazette number ______________. Mr. ________________, born in_________, on ______________ (_____________________________), _________________, residing in ____________________, holder of United States of America Passport Number :___________, United States of America citizen; - in his capacity as President Director and therefore acting for and on behalf of ______________________., a limited liability company established under the laws of the United States of America, having its offices at ______________________________, United States of America. And its articles of association as attached herewith to this deed.

2.

- All of which have been explained above, without prejudice to the permits and approvals required from the relevant authorities, have agreed to jointly establish a limited liability company pursuant to the prevailing laws and regulations of the Republic of Indonesia, particularly under the framework of Law number one of one thousand nine hundred sixty seven ( Law No. 1 / of 1967) regarding Foreign Capital Investment in connection with Law number eleven of one thousand nine hundred seventy (Law No. 11 / of 1970), regarding the Amendment of Law Number 1 of 1967, and in accordance with the Chairman of the Capital Investment Coordinating board
ARTICLES OF ASSOCIATION

2 approval number ____________ dated __________ one thousand nine hundred ninety nine (__-__-1999) with the Articles of Association as stipulated hereinbelow (hereinafter referred to as the “Articles of Association”).

NAME AND DOMICILE Article 1 1. - The limited liability company shall operate under the name of “PT. ________________” (hereinafter in these Articles of Association referred to as the “Company”), having its domicile in _________________. - The Company may open branches or representatives in other places, either inside and outside the territory of the Republic of Indonesia as determined by the Board of Directors, with the approval of the General Meeting of Shareholders. TERM Article 2 The Company shall be established for an unlimited period, under the provision that the Law number 1 of 1967 (one thousand nine hundred and sixty seven) regarding Foreign Capital Investment as amended by Law number 11 of 1970 (one thousand nine hundred seventy) regarding the amendment of Law No. 1 of 1967 shall also apply to this Company, for a period of 30 (thirty) years unless if the permit for Foreign Capital Investment is extended by the authorized party.

2.

PURPOSES AND OBJECTIVES AND BUSINESS ACTIVITIES Article 3 1. 2. The purposes and objectives of the Company is ______________________. To achieve such purposes and objectives above mentioned, the Company may conduct the following business activities: a. ____________________________________________________; b. c. ____________________________________________________; and ________________________________________________.

ARTICLES OF ASSOCIATION

3 CAPITAL Article 4 1. The authorized capital of the Company shall be. US$ ________________ (________________________ United States Dollars) or an Indonesian Rupiah equivalent of Rp._______________ divided into ___________ (____________) shares, each share having a nominal value of US _________ (_________________ Unites States Dollars) or a an Indonesian Rupiah equivalent of Rp. _______________. Of the said authorized capital, 100% (one hundred percent) of the par value of each of the issued shares, or a total of US$ _______________ (________________ United States Dollars) or an Indonesian Rupiah equivalent of Rp. ________________ have been paid-up in cash to the Company the founders as mentioned at the end of this deed.

2.

SHARES Article 5 1. 2. All shares issued by the Company shall be registered shares. The Company shall acknowledge only 1 (one) person or legal entity as the owner of one share. Each share certificate is indivisible. In the event that any share for whatsoever reason becomes the property of several persons, then those persons having joint ownership shall designate 1 (one) person amongst them or another person as their joint representative and only such representative shall be entitled to exercise and utilize all the rights conferred by law upon the said share. As long as the provision in paragraph 3 above has not yet been performed, the said Shareholders shall not be entitled to cast their votes in the General Meeting of Shareholders, while dividend payments for the said share shall be deferred.

3.

4.

ARTICLES OF ASSOCIATION

4 5. Every Shareholder pursuant to the law must comply with these Articles of Association and with all decisions which are lawfully adopted in the General Meeting of Shareholders. The Company shall have at least 2 (two) Shareholders.

6.

SHARE CERTIFICATES Article 6 1. 2. The Company may issue share certificates. If a share certificate is issued, then each share certificate issued shall be for 1 (one) share. A collective share certificate may be issued as evidence of ownership of 2 (two) or more shares held by 1 (one) shareholder. Each share certificate shall at least contain: a. b. c. d. 5. the name and address of the Shareholder; the serial number of the share certificate; the issuance date of the share certificate; the nominal value of the shares.

3.

4.

Each collective share certificate shall at least contain: a. b. c. d. the name and address of the Shareholder; the collective share certificate number; the issuance date of the collective share certificate; the nominal value of the shares.

6.

Each share certificate and collective share certificate shall be signed by 2 (two) members of the Board of Directors. DUPLICATE SHARE CERTIFICATE Article 7

ARTICLES OF ASSOCIATION

5 1. If a share certificate is damaged or can no longer be utilized, the Board of Directors shall at the request of the Shareholders, issue a duplicate share certificate. The damaged share certificate referred to in paragraph 1 shall then be destroyed and the Board of Directors shall prepare a minute relating to such matter, and this shall be reported in the next General Meeting of Shareholders. In case a share certificate is lost, then at the request of the relevant Shareholder, the Board of Directors may issue a duplicate after the loss has, in the opinion of the Board of Directors, been adequately proven and with such guarantees deemed necessary by the Board of Directors for each specific case. After such duplicate has been issued, the original certificate shall cease to be valid vis-à-vis the Company. All expenses incurred for the issuance of a duplicate share certificate shall be borne by the Shareholder concerned. The provisions of this Article 7 shall be applicable, vis á vis to the issuance of duplicate collective share certificates.

2.

3.

4.

5.

6.

REGISTER OF SHAREHOLDERS AND SPECIAL REGISTER Article 8 1. The Company shall maintain a Register of Shareholders and a Special Register at the domicile of the Company. The Register of Shareholders contain the following: a. b. c. d. the name and address of the Shareholders; the quantity, number and acquisition date of shares owned by the Shareholders; the amount paid in respect of each share; the name and address of any individual or legal entity holding rights to pledged shares and the acquisition date of the rights to the said pledged shares;

2.

ARTICLES OF ASSOCIATION

6 e. f. 3. information on the share payments by means other than cash; and other information deemed necessary by the Board of Directors.

All information with respect to the shares owned by the members of the Board of Directors and by the Board of Commissioners as well as their relatives in the Company and/or in other companies and the date the shares are acquired must be recorded in the Special Register. The Shareholders shall notify the Board of Directors in writing of any change of address. So long as such notification is not yet received by the Company, all summons and notifications to the shareholders shall be valid of sent to the shareholder at the last address shown in the Register of Shareholders. The Board of Directors is obliged to keep and maintain the Register of Shareholders and Special Register in good order. Each Shareholder is entitled to inspect be Register of Shareholders and Special Register during business hours of the Company. TRANSFER OF SHARES Article 9

4.

5.

6.

1.

Transfer of shares in the Company shall be made by transfer deed signed by the transferor and the transferee or their legal proxy or proxies, The transfer deed as described in paragraph 1 or its copy shall be delivered to the Company. The shareholder intending to transfer its shares must initially notify such intention in writing to the other shareholders by stipulating the price and the terms and conditions of the sales and notify the Board of Directors regarding such offer. The existing shareholders shall be entitled to purchase the offered shares within a period of 30 (thirty) days after the date of the offer in accordance with their percentage of shareholding.

2.

3.

4.

ARTICLES OF ASSOCIATION

7 5. The Company must guarantee that all of the shares offered in accordance with paragraph (3) are purchased at a fair price and paid in cash within a period of 30 (thirty) days commencing from the date of such offer. 6. In the event that the Company cannot guarantee the implementation of the provisions of paragraph (5) the offering shareholder shall be entitled to offer such shares to the employees of the Company prior to the offer to third parties under the same terms and conditions. 7. The shareholder offering its shares in accordance with paragraph (3) shall be entitled to withdraw the offer after the lapse of the time period as stipulated in paragraph (4) 8. The obligation to offer shares to the other shareholders shall only be made once. 9. The transfer of shares may only be made if all provisions of the articles of association have been complied with. 10. As of the date of the summons of the General Meeting of Shareholders until the day of the meeting, transfers of shares shall not be permitted.

BOARD OF DIRECTORS Article 10 1. The Company shall be managed by a Board of Directors. The Board of Directors shall consist of 6 (six) Directors, comprising of a President Director and 5 (five) other Directors. Members of the Board of Directors are appointed by a General Meeting of Shareholders, under the condition that the President Director and 2 (two) other Directors shall be appointed from candidates nominated by the Indonesian shareholder and 3 (three) Directors shall be appointed from candidates nominated by foreign shareholder. Only persons who have met certain requirements in accordance with prevailing laws may be appointed as members of the Board of Directors.

2.

3.

ARTICLES OF ASSOCIATION

8 4. Members of the Board of Directors shall be appointed by the General Meeting of Shareholders for a period of ____ (__________) years without prejudice to the rights of the General Meeting of Shareholders to dismiss them from time to time. A member of the Board of Directors whose term of office has expired shall be eligible for re-election. A General Meeting of Shareholders may dismiss a member of the Board of Directors prior to the expiration of his/her term of office for any reason(s) as solely determined by such General Meeting of Shareholders. Members of the Board of Directors may be given a salary or financial support, the amount of which shall be determined by the General Meeting of Shareholders and the said power may be vested with the Board of Commissioners. If any position of the members of the Board of Directors for whatsoever reasons is vacant, then a General Meeting of Shareholders must be held, within a period of 30 (thirty) days after the occurrence of such vacancy, to appoint members of the Board of Directors with due observance to the provision in paragraph 3 of this Article. If all positions in the Board of Directors for whatsoever reason are vacant, then within a period of 30 (thirty) days after the occurrence of such vacancy, a General Meeting of Shareholders must be held to appoint a new Board of Directors, and the Company shall be temporarily managed by the Board of Commissioners. A member of the Board of Directors may resign from his office by giving notice in writing to the Company at least 30 (thirty) days in advance of his intention to do so. The term of office of a member of the Board of Directors shall automatically terminate if such member of the Board of Directors: a. b. resign from his/her office pursuant to the provisions of paragraph 9; no longer complies with the prevailing laws;

5.

6.

7.

8.

9.

10.

11.

ARTICLES OF ASSOCIATION

9 c. d. e. 12. dies; is dismissed pursuant to a resolution of the General Meeting of Shareholders; is declared bankrupt.

The term of office of any person appointed in place of a member of the Board of Directors who has been dismissed or resigned or to fill a vacancy that occurs for any other reasons shall be the remaining term of the member of the Board of Directors he / she succeeded.

DUTIES AND POWERS OF THE BOARD OF DIRECTORS Article 11 1. The Board of Directors is fully responsible for performing its duties for the interest of the Company to achieve its purposes and objectives. Each member of the Board of Directors shall be obliged to conduct his / her duties in good faith and with full dedication, with observance to the prevailing laws and regulations. The Board of Directors shall represent the Company inside and outside the Courts with regard to all matters and in all events and therefore, is entitled to bind the Company with other parties and other parties with the Company, and to exercise all rights and powers both regarding the management as well as ownership matters, except in relation to the following matters, which shall require the approval of the general meeting of shareholders attended and approved by no less than 75% of the total issued shares of the Company: (a) (b) borrowing or lending money on behalf of the Company for a value of more than ________________, a change in the line of the Business as approved by BKPM and/or in the purposes and objectives of the Company as contained in this Agreement or the Articles of Association of the Company; (c) (d) a sale of all or substantially all of the assets of the Company; determining the salary and other remuneration to be paid or given to the directors and/or commissioners of the Company;
ARTICLES OF ASSOCIATION

2.

3.

10 (e) (f) (g) (h) any issuance of shares or bonds to the public (including convertible bonds); the conditions of employment or the removal of the President Director and President Commissioner; the selection of and any change in the Auditors; the acquisition by the Company of any assets or property (other than in the ordinary course of business) at a total cost in excess of US$ __________ (or its Rupiah equivalent amount) in any one transaction or related series of transactions; (i) the sale or disposition of any fixed asset of the Company, the total price per transaction in excess of US$ ___________ (or its Rupiah equivalent amount) in any one transaction or related series of transactions; (j) the creation of any charge, hak tanggungan (mortgage), pledge, fiduciary transfer of ownership or other third party security interest over any assets or property of the Company except for the purpose of securing borrowing from bankers in the ordinary course of business of amounts not exceeding US$ ___________ (or its Rupiah equivalent amount) in any one transaction or related series of transactions; (k) (l) (m) (n) the giving by the Company of any guarantee or indemnity other than in the normal course of business; the acquisition by the Company of shares in any other entity; the entry by the Company into any partnership, joint venture or like arrangement with any entity; the creation, allotment or issue of any shares in the capital of the Company or any other security or the grant of any option or right to subscribe in respect thereof or convert any instrument into such shares; (o) (p) (q) (r) the payment or declaration by the Company of any dividend or other distribution on account of shares in its capital; the cessation of business operations of the Company; the making of any material change in the nature or geographical area of the business of the Company; the making by the Company of any contract with a shareholder or Related Party thereof of a material nature outside the normal course of
ARTICLES OF ASSOCIATION

11 business of the Company or within the normal course but not on arm's length commercial terms; (s) the reduction of the Company's capital, variation of the rights attaching to any class of shares in the capital of the Company or any redemption, purchase or other acquisition by the Company of any shares or other securities; (t) (u) the adoption of any bonus or profit-sharing scheme or any share option incentive scheme or employee share trust or share ownership plan; the commencement or settlement of any litigation, arbitration or other proceedings which are material in the context of the Company's business and which do not involve a shareholder or Director or Commissioner (or former shareholder, Director or Commissioner); (v) the adoption of the annual accounts or amendment of the accounting policies previously adopted by the Company; 4. Legal actions of transfer, release of title or placing as security of all or a substantial part of the assets of the Company as mentioned in paragraph 4 must also be announced in 2 (two) daily newspapers circulated at the domicile of the Company at the latest 30 (thirty) days as of the performance of the said legal action.

5. a.

The President Director is entitled and has the authority to act for an on behalf of the Board of Directors and to represent the Company. In the absence of the President Director, of which no evidence to third parties shall be required, 2 (two) Directors, being 1 (one) Director nominated by the foreign shareholder and 1 (one) Director nominated by the Indonesian shareholder, acting jointly shall be entitled to represent and act for and on behalf of the Board of Directors and the Company.

b.

6.

The allocation of duties and responsibilities of each member of the Board of Directors shall be determined by the General Meeting of Shareholders and may be delegated to the Board of Commissioners.

ARTICLES OF ASSOCIATION

12 7. In the event the Company has a conflict of interest contradicting with the personal interest of a Director, the Company shall be represented by another member of the Board of Directors and in the event the Company has a conflict of interest contradicting with the interest of all members of the Board of Directors, then in that matter the Company shall be represented by the Board of Commissioners. In the event there is only one Director, all duties and powers granted to the President Director or the members of the Board of Directors have the same effect with respect to the Director in these Articles of Association.

8.

MEETINGS OF THE BOARD OF DIRECTORS Article 12 1. A meeting of the Board of Directors may be held at any time as deemed necessary by one or more Directors or upon the written request of one or more members of the Board of Commissioners or one or more shareholders representing 1/10 (one tenth) of the total issued shares holding valid voting rights. The summons for the meeting of the Board of Directors shall be carried out by the members of the Board of Directors pursuant to Article 11 of these Articles of Association. The summons for the meeting of the Board of Directors must be delivered by registered mail sent or personally delivered to every member of the Board of Directors and be received at least 14 (fourteen) days before the meeting, excluding the date of the summons and the date of the meeting. The summons for the meeting must mention the agenda, date, hour and place of the meeting. The meeting of the Board of Directors shall be held at the domicile or at the principal place of business of the Company in the English language. If all members of the Board of Directors are present or represented, a summons shall not be necessary and the meeting of the Board of Directors may be held anywhere and shall have the right to adopt valid and binding resolutions.

2.

3.

4.

5.

ARTICLES OF ASSOCIATION

13

6.

The meeting of the Board of Directors shall be chaired by the President Director. In case the President Director is absent or is incapacitated, evidence of which need not be given to third parties, then the meeting shall be chaired by a member of the board of Directors elected from among those members of the Board of Directors present. A member of the Board of Directors may only be represented in the meeting of the Board of Directors by another member of the Board of Directors by virtue of a power of attorney. The meeting of the Board of Directors is valid and may adopt binding resolutions only if more than ½ (one-half) of the total members of the Board of Directors are present or represented at the meeting. Resolutions of the Board of Directors shall be adopted by amicable discussion and consensus. In case a resolution cannot be adopted in an amicable manner, the resolution shall be adopted by more than ½ (one-half) of all votes cast at the meeting . In the event that there should be an equal number of approving and disapproving votes, then the Chairman of the Board of Directors Meeting shall have a deciding vote. a. Each member of the Board of Directors present at the meeting is entitled to cast 1 (one) vote and an additional 1 (one) vote for each other member of the Board of Directors he represents. Voting with respect to a person shall be cast by secret ballot without signature while voting with respect to other matters shall be done verbally, unless the chairman of the meeting determines otherwise without any objections from those present at the meeting. Blank votes and void votes shall not be considered as legally cast and thus shall be non existent and accordingly shall not be counted in determining the total votes cast.

7.

8.

9.

10.

11.

b.

c.

ARTICLES OF ASSOCIATION

14 12. The Board of Directors may also adopt valid and binding resolutions without convening a meeting of the Board of Directors provided that all members of the Board of Directors have been notified in writing and all members of the Board of Directors grant their approval as to the proposal thereof forwarded in writing and evidenced by their signed consent. Resolutions of the Board of Directors so adopted shall be deemed equal to resolutions legally adopted in a meeting of the Board of Directors. The resolution(s) adopted in such manner shall be made in English. 13. Minutes shall be drawn up in the Indonesian and English languages of the proceedings and of the decisions of the Board of Directors by an individual designated by those Directors present at the meeting or by a notary. The minutes shall be signed either by the chairman of that meeting together with one of the other Directors attending the meeting or by the notary who prepared the minutes. The minutes so signed shall be prima facie evidence of the Board's decision. A copy of the minutes of a meeting of the Board of Directors certified by any 2 (two) Directors or by the notary who prepared the minutes as being authentic shall serve as proof to third parties of those matters contained therein. The minutes of a Meeting of the Board of Directors made and signed in accordance with the provisions of this Article shall serve as legal evidence to all members and the Directors and any third party concerning resolutions adopted at the relevant meeting of the Board of Directors.

14.

BOARD OF COMMISSIONERS Article 13 1. The Company shall have a Board of Commissioners who shall supervise and oversee the activities of the Board of Directors. The Board of Commissioners shall consist of 6 (six) Commissioners, comprising of a President Commissioner and 5 (five) other Commissioners. Members of the Board of Commissioners are appointed by a General Meeting of Shareholders, under the condition that the President Commissioner and 2

2.

ARTICLES OF ASSOCIATION

15 (two) other Commissioners shall be appointed from candidates nominated by the foreign shareholder and 3 (three) Commissioners shall be appointed from candidates nominated by the Indonesian shareholder. 3. Only persons who have met the requirements of prevailing laws may be appointed as members of the Board of Commissioners. Members of the Board of Commissioners shall be appointed by the General Meeting of Shareholders for a period of _________ (_______) years without prejudice to the rights of the General Meeting of Shareholders to dismiss them from time to time. Members of the Board of Commissioners may be given salary or financial support the amount of which shall be determined by the General Meeting of Shareholders. A member of the Board of Commissioners whose term of office has expired shall be eligible for re-appointment. A General Meeting of Shareholders may dismiss a member of the Board of Commissioners prior to the expiration of his/her term of office if such member has violated the Articles of Association, neglected his/her duties or for any other reason. Recommendation for removal of a member of the Board of Commissioners by a Shareholder who recommended the appointment of such member of the Board of Commissioners shall be binding for the General Meeting of Shareholders. If any position of the members of the Board of Commissioners for any reasons is vacant, then within 30 (thirty) days as of the vacancy occurring, a General Meeting of Shareholders must be held to appoint members of the Board of Commissioners with due observance to the provisions in paragraph 3 of this Article. A member of the Board of Commissioners may resign from his/her office by giving notice in writing to the Company at least 30 (thirty) days in advance of his/her intention to do so.

4.

5.

6.

7.

8.

9.

ARTICLES OF ASSOCIATION

16 10. The term of office of a member of the Board of Commissioners shall automatically terminate if such member of the Board of Commissioners: a. b. c. d. e. 11. resigns from his/her office pursuant to the provisions of paragraph 8; no longer complies with the prevailing laws; dies; is dismissed pursuant to a resolution of the General Meeting of Shareholders; is declared bankrupt.

The term of office of any person appointed in place of a member of the Board of Commissioners who has been dismissed or resigned or to fill a vacancy that occurs for any other reasons shall be the remaining term of the member of the Board of Commissioners he/she succeeded.

DUTIES AND POWERS OF THE BOARD OF COMMISSIONERS Article 14 1. The Board of Commissioners shall supervise the management of the Company by the Board of Directors and give advice to the Board of Directors. The Board of Commissioners, jointly or individually at any time during normal office hours of the Company may enter the building and premises or other places used or controlled by the Company and may inspect and examine all accounts, agreements and other documents of the Company and may inspect and examine the financial situation and are empowered to know all acts conducted by the Board of Directors. The Board of Directors and each member of the Board of Directors shall be obliged to give an explanation relating to all matters requested by the Board of Commissioners. The Board of Commissioners at any time may suspend one or more members of the Board of Directors from his/her post if he/she engages in actions which contradict the Articles of Association and or the prevailing laws.

2.

3.

4.

ARTICLES OF ASSOCIATION

17 5. The said suspension must be notified to the suspended member of the Board of Directors accompanied by valid reasons. Within 30 (thirty) days after the suspension, the Board of Commissioners is obliged to convene a General Meeting of Shareholders which shall determine whether the member of the Board of Directors who has been suspended shall be dismissed or be reinstated to his/her former position, but such determination shall only be made after the member of the Board of Directors has been given a hearing. The meeting mentioned in paragraph 6 of this Article shall be chaired by the President Commissioner and in his / her absence, by one of the other members of the Board of Commissioners and if none of the members of the Board of Commissioners is present, then the meeting shall be chaired by one of the persons elected by and from among those present. Evidence of the said absence shall not be required to be given to third parties. In the event that there is only one Commissioner in the Company, then the meeting shall be chaired by the Commissioner. If the said General Meeting of Shareholders is not held within 30 (thirty) days after the suspension, then the said suspension shall be null and void, and the suspended Director may resume his/her former position. If all members of the Board of Directors are suspended and the Company does not have any members on the Board of Directors, then in the meantime, the Board of Commissioners shall be obliged to manage the Company. In such case, the Board of Commissioners may grant temporary authority to one or more among them at their joint risk. 10. In the event that there is only one Commissioner, all duties and powers granted to the President Commissioner or the members of the Board of Commissioners have the same effect with respect to the Commissioner in these Articles of Association.

6.

7.

8.

9.

MEETINGS OF THE BOARD OF COMMISSIONERS Article 15
ARTICLES OF ASSOCIATION

18

1.

A meeting of the Board of Commissioners may be held at any time as deemed necessary by one or more members of the Board of Commissioners, but at least once every calendar quarter, or upon request in writing of one or more members of the Board of Directors or upon request by one or more shareholders jointly representing 1/10 (one tenth) of the total issued shares holding valid voting rights. The summons for the meeting of the Board of Commissioners shall be carried out by the President Commissioner. The summons for the meeting of the Board of Commissioners shall be issued to each member of the Board of Commissioners either delivered personally or by registered mail, at least 7 (seven) days prior to the meeting excluding the date of the summons and the date of the meeting. The summons for the meeting must mention the agenda, date, hour and place of the meeting. The meeting of the Board of Commissioners shall be held at the domicile or at the principal place of business of the Company in the English language. If all members of the Board of Commissioners are present or represented, the summons is not necessary and the meeting of the Board of Commissioners can be held anywhere and shall have the right to adopt valid and binding resolutions. Any member of the Board of Commissioners shall accept a shorter period of notice than that prescribed by these Articles of Association with respect to matters which in the opinion of the President Commissioner require urgent decision. The meeting of the Board of Commissioners shall be chaired by the President Commissioner, but if he is not present or is incapacitated, evidence of which need not be given to third parties, then the meeting of the Board of Commissioners shall be chaired by a Commissioner elected from among members of the Board of Commissioners present.

2.

3.

4.

5.

6.

7.

ARTICLES OF ASSOCIATION

19 8. A meeting of the Board of Commissioners shall be valid and entitled to adopt binding resolutions only if attended or represented by more than ½ (one-half) of the members of the Board of Commissioners. Resolutions of the Board of Commissioners shall be adopted by amicable discussion and consensus. In case a resolution cannot be adopted in an amicable manner, the resolution shall be adopted by more than ½ (one-half) of all votes cast at the meeting. In the event that there should be an equal number of approving and disapproving votes, then the Chairman of the Board of Commissioners Meeting shall not have a deciding vote. A member of the Board of Commissioners may only be represented in the meeting of the Board of Commissioners by another member of the Board of Commissioners by virtue of a power of attorney. A written resolution which is circulated to and approved by all the members of the Board of Commissioners shall for all purposes be deemed to have the same effect as a resolution adopted at a duly constituted meeting of the Board of Commissioners. Resolutions of the Board of Commissioners shall be adopted by amicable discussion and consensus. In case a resolution cannot be adopted in an amicable manner, a resolution shall be adopted by more than one half of all votes legally cast at the meeting. a. Each member of the Board of Commissioners present at the meeting is entitled to cast 1 (one) vote and an additional 1 (one) vote for each other member of the Board of Commissioners he represents. Voting with respect to a person shall be cast by secret ballot without signature, while voting with respect to other matters shall be done orally unless the chairman of the meeting determines otherwise without any objection from those present at the meeting.

9.

10.

11.

12.

13.

14.

b.

ARTICLES OF ASSOCIATION

20 c. Blank votes and void votes shall not be considered as legally cast and thus shall be non-existent and accordingly shall not be counted in determining the total votes cast.

15.

Minutes of a Meeting of the Board of Commissioners shall be drawn by a person present at the meeting designated by the Chairman of the meeting and shall be signed by the Chairman and, in the event that there is more than one Commissioner, another member of the Board of Commissioners present, appointed by the meeting for such purpose to verify their completeness and accuracy. If the minutes are drawn up by a notary, the above mentioned signatures are not required. Minutes of a meeting made and signed as aforesaid shall serve as legal evidence and shall be binding for all members of the Board of Commissioners and third parties.

16.

The Board of Commissioners may also adopt valid resolutions without convening a Meeting of the Board of Commissioners provided all members of the Board of Commissioners have been notified in writing and all members of the Board of Commissioners grant their approval regarding the proposals forwarded in writing and as evidenced by their signed consent. Resolutions of the Board of Commissioners so adopted shall be deemed equal to resolutions adopted in a meeting of the Board of Commissioners. The resolution adopted in such manner shall be made in English. As far as possible, members of the Board of Directors shall be invited to be present at meetings of the Board of Commissioners in order to give their opinions and explanations where necessary. FINANCIAL YEAR Article 16

17.

1.

The financial year of the Company shall commence on the 1 st (first) day of January to the 31st (thirty-first) day of December. At the latest 5 (five) months after the date the books of the Company are closed, the Board of Directors shall prepare an annual report in accordance with the provisions of prevailing laws which shall be signed by all members of

2.

ARTICLES OF ASSOCIATION

21 the Board of Directors and the Board of Commissioners and submitted to the Annual General Meeting of Shareholders. The said annual report shall be made available at the Company’s office for inspection by the shareholders no later than 30 (thirty) days before an Annual General Meeting of Shareholders is held. GENERAL MEETING OF SHAREHOLDERS Article 17 1. A General Meeting of Shareholders shall consist of: a. an Annual General Meeting of Shareholders, as mentioned in Article 18 of these Articles of Association; an Extraordinary General Meeting of Shareholders which is a General Meeting of Shareholders held from time to time as deemed necessary.

b.

2.

Unless the context requires otherwise, “General Meeting of Shareholders” shall mean both an Annual and an Extraordinary General Meeting of shareholders in these Articles of Association.

ANNUAL GENERAL MEETING OF SHAREHOLDERS Article 18 1. An Annual General Meeting of Shareholders shall be held each year at the latest 6 (six) months following the closing of the Company’s financial year. In the aforesaid Annual General Meeting of Shareholders: a. The Board of Directors shall report on the audited balance sheet, and the profit and loss statement covering the relevant financial year as well as submitting for approval an explanation of the said documents; The Board of Directors shall submit an annual report in connection with the conditions and management of the Company, the results that have been achieved during the course of the past financial year and

2.

b.

ARTICLES OF ASSOCIATION

22 shall report on its proposed activities for the future, the main activities of the Company and the amendments during the financial year as well as details of any problems that arose during the financial year which may influence the activities of the Company to be submitted for approval and ratification; c. The appropriation of the Company's undistributed net earnings shall be determined and approved; Resolutions may be adopted as to other matters properly raised without prejudice to the provisions of the Articles of Association.

d.

3.

The ratification of the financial statement by the Annual General Meeting of Shareholders shall constitute a full release and discharge of all responsibilities of the members of the Board of Directors and the Board of Commissioners for the management and control performed during the previous financial year as long as the said action is reflected in the financial statement. In the event that the Board of Directors or the Board of Commissioners fails to convene an Annual General Meeting of Shareholders at the specified time, then the Shareholders are entitled to call an Annual General Meeting of Shareholders themselves at the expense of the Company after obtaining permission from the Head of the District Court whose jurisdiction is at the domicile of the Company. Proposals or questions of the shareholders shall only be included on the agenda of the meeting if a written request with respect thereto has been submitted to the Board of Directors by 1 (one) or more Shareholders who represent at least 10% (ten percent) of the issued capital of the Company provided that any such request is received in reasonable time so as to give the Board of Directors sufficient time to include it in the notice of annual general meeting to be sent to the Shareholders having regard to the time required for sending out notices for a General Meeting of Shareholders.

4.

5.

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS Article 19

ARTICLES OF ASSOCIATION

23 1. The Board of Directors or the Board of Commissioners may convene an Extraordinary General Meeting of Shareholders. The Board of Directors or the Board of Commissioners are obliged to call and convene an Extraordinary General Meeting of Shareholders upon a written request by one or more Shareholders jointly representing 1/10 (one tenth) of the total issued shares with valid voting rights. The said written request must be submitted mentioning the matters to be discussed together with the reasons. If the Board of Directors or the Board of Commissioners fail to convene an Extraordinary General Meeting of Shareholders as referred to in paragraph 2 within 30 (thirty) days after receipt of the written request, the Shareholders shall be entitled to convene the meeting themselves at the expense of the Company after obtaining permission from the Head of the District Court whose jurisdiction is at the domicile of the Company. The implementation of the meeting as stated in paragraph 3 shall be subject to the decision of the Head of District Court issuing the permit.

2.

3.

4.

PLACE AND NOTICE OF THE GENERAL MEETING OF SHAREHOLDERS Article 20 1. A General Meeting of Shareholders shall be held at the domicile of the Company or at the place where the Company conducts its business activities within Indonesia. The summons to convene a General Meeting of Shareholders shall be sent to each Shareholder whose current address is registered in the Register of Shareholders by prepaid registered mail, for current addresses in the Republic of Indonesia, or prepaid air courier, for current addresses outside the Republic of Indonesia, no later than 14 (fourteen) days before the General Meeting of Shareholders is scheduled to be conducted. In the case of emergency, the period of the summons may be shortened to no later than 7 (seven) days prior to the date of the meeting, excluding the date of the summons and the date of the meeting, as the Board of Directors may determine.

2.

ARTICLES OF ASSOCIATION

24 3. The summons of the General Meeting of Shareholders shall state the day, date, time, place as well as the agenda of the meeting accompanied by a notification that the matters to be discussed at the meeting shall be made available at the offices of the Company as of the date of the summons for the meeting concerned until the date of the meeting to be held. The summons of the Annual General Meeting of the Shareholders shall also state that the annual report as described in Article 16 paragraph 2 is available at the offices of the Company. 4. If all Shareholders with valid voting rights are present or represented at the meeting, prior notice as stipulated in paragraph 3 shall not be required and such meeting may adopt valid and binding resolutions with regard to the matters to be discussed. Additional proposals from shareholders shall be included in the agenda of a General Meeting of Shareholders if: (a) the proposal concerned has been submitted in writing to the Board of Directors by 1 (one) or more shareholders representing at least 10% (ten percent) of the aggregate number of shares issued by the Company and has been received at least 7 (seven) calendar days prior to the date of the Meeting; or (b) Shareholders holding at least 50% (fivety percent) of the issued shares of the Company present or represented at the General Meeting of Shareholders agree to the proposal concerned in the Meeting.

5.

ARTICLES OF ASSOCIATION

25

CHAIRMAN AND MINUTES OF THE GENERAL MEETING OF SHAREHOLDERS Article 21 1. Unless as otherwise provided in these Articles of Association, all General Meetings of Shareholders shall be presided over by the President Director in the event the President Director is not present or is unavailable for any reason whatsoever, for which no evidence to third parties shall be required, the meeting shall be chaired by a Director. If all members of the Board of Directors are not present or is unavailable for any reason whatsoever, for which no evidence to third parties shall be required, the meeting shall be chaired by a member of the Board of Commissioners. If all members of the Board of Commissioners are not present or is unavailable for any reason whatsoever, for which evidence the third parties shall be required, the meeting shall be chaired by a person elected from among those present in the meeting. Unless otherwise determined in the Meeting, the Meeting shall be held in English. The Chairman of the Meeting shall be entitled to request evidence of the authority of the attendants at the Meeting, also the Chairman of the meeting shall be entitled to examine the validity of any proxy used in the Meeting. In relation to all matters discussed and resolved in a General Meeting of Shareholders, minutes shall be prepared in the English language and shall, for the purposes of evidence and legality, be signed by the chairman of the meeting and shareholder or its proxy appointed by and among those present in the meeting. The minutes shall serve as prima facie evidence to all shareholders and third parties of any resolution or other matter owning at the meeting. 3. If the minutes of a meeting are drawn up in notarial deed, the above signatures described in paragraph 2 of this article shall not be required.

2.

ARTICLES OF ASSOCIATION

26

QUORUM, VOTING RIGHTS AND RESOLUTIONS Article 22 1. a. A General Meeting of Shareholders may be held if attended by the Shareholders representing more than 50% (fifty percent) of the total issued capital of the Company. If at such meeting the number of shares represented is not sufficient to reach the quorum stipulated sub-paragraph 1 a of this article, then a second General Meeting of Shareholders may be convened. The summons as mentioned in sub-paragraph 1b above must be carried out no later than 7 (seven) days prior to the meeting, excluding the date of the summons and the date of the meeting. The second meeting shall be held at least 10 (ten) days and no later than 21 (twenty one) days as of the date of the first meeting. The second meeting is valid and may adopt binding resolution if the meeting is attended by shareholders representing more than 50% (fifty percent) of the total issued shares. If the quorum of the second meeting is not sufficiently reached, upon request of the Company the Head of the District Court whose jurisdiction is at the domicile of the Company shall determine the quorum.

b.

c.

d.

e.

f.

2.

A Shareholder may be represented by another Shareholder or another person by power of attorney. The chairman of the meeting is entitled to request that any power of attorney be shown to him during the meeting. At the meeting, each share shall grant to its holder the right to cast 1 (one) vote.

3.

4.

ARTICLES OF ASSOCIATION

27 5. The members of the Board of Commissioners and the Board of Directors and in general employees of the Company are entitled to act as proxies of Shareholders in General Meetings of Shareholders and in voting and any such votes cast by them shall be deemed to be invalid. Voting concerning a person shall be by unsigned folded ballot papers and other matters shall be done orally, unless the chairman of the meeting determines another manner of voting without any objection from the Shareholders present at the meeting. Blank votes and void votes shall be considered not legally cast and being nonexistent shall be not counted in determining the total votes cast. All resolutions shall be adopted by amicable discussion and consensus. In the event a resolution is not adopted in an amicable manner, then the resolution shall be adopted by more than 50% (fifty percent) vote of all the votes legally cast at the meeting, save as otherwise provided in Paragraph 3 of Article 11 or elsewhere in these Articles of Association. If there is a tie vote during the meeting, then the proposal of the meeting shall be rejected. 9. The Shareholders may also adopt valid and binding resolutions without convening a General Meeting of Shareholders provided that all Shareholders have granted their approval regarding the proposal forwarded in writing and as evidenced by their signed consent. Any such resolution shall be considered as a resolution adopted by the General Meeting of Shareholders.

6.

7.

8.

APPROPRIATION OF NET EARNINGS Article 23 1. Net profits of the Company in the financial statements as stated in the balance sheet and profit and loss statement that have been approved by the General Meeting of Shareholders, shall be distributed based on the resolution adopted at such meeting.

ARTICLES OF ASSOCIATION

28 2. If the Annual General Meeting of Shareholders does not determine its allocation, net profits after deduction of the reserve fund as required by prevailing laws and the Company's Articles of Association are distributed as dividends. If the profit and loss statement in any particular year results in a loss that cannot be covered by the reserve fund then the said loss shall be recorded in and entered into the profit and loss statement and be carried forward into the succeeding year or years and the Company shall be deemed not to have made any profit until such time as the loss recorded in and entered into the profit and loss statement has been completely covered. Within 60 (sixty) days after the decision regarding distribution of the profits has been fixed by the General Meeting of Shareholders, the Board of Directors must make a written announcement informing the Shareholders as to when the dividends, if any, will be paid. Dividends left unclaimed after 5 (five) years counted from the day they are payable shall cease to be payable and shall be returned to the reserve fund specifically allocated for that purpose. The dividends in the said special reserve fund may be claimed by the Shareholders entitled before the period of 5 (five) years has passed by forwarding evidence of their rights to the said dividend in a manner acceptable to the Board of Directors of the Company.

3.

4.

5.

APPROPRIATION OF RESERVE FUND Article 24 1. Part of the profit which is set aside for the reserve fund shall be determined by the General Meeting of Shareholders without prejudice to prevailing laws. Until the reserve fund reaches 20% (twenty percent) of the issued capital it may only be used to cover losses incurred by the Company.

2.

ARTICLES OF ASSOCIATION

29 3. If the amount of the reserve fund has exceeded the said 20% (twenty percent), then the General Meeting of Shareholders may decide that the exceeding amount as mentioned in paragraph 2 be used for the benefit of the Company. The Board of Directors shall manage the reserve fund so as to generate a profit in a manner considered with the approval of the Board of Commissioners and without prejudice to the prevailing laws.

4.

AMENDMENTS TO THE ARTICLES OF ASSOCIATION Article 25 1. Amendments to the Articles of Association shall be determined by the General Meeting of Shareholders attended by Shareholders representing at least 75% (seventy five percent) of the total issued shares with valid voting rights and the resolution shall be approved by at least 75% (seventy five percent) of the total votes legally cast at the meeting. Amendments to the said Articles of Association shall be drawn up in a notarial deed and in the Indonesian language and in the English language. 2. Amendments to the provisions of the Articles of Association regarding the change of the name, purpose and objectives of the line of business, duration of the Company, the amount of the authorized capital, the reduction of the issued and paid-up capital as well as the change of the status from closely held company to an open company or vice versa, shall obtain an approval from the Minister of Justice of the Republic of Indonesia. Amendments other than amendments pertaining to the issues mentioned in paragraph 2 of this article only need to be notified to the Minister of Justice of the Republic of Indonesia within 14 (fourteen) days as of the adoption of the resolution of the General Meeting of Shareholders with respect to the said amendment and be registered in the Company Registration. If in the meeting mentioned in paragraph 1 the quorum is not reached, 10 (ten) days at the earliest and 21 (twenty one) days at the latest after the first meeting, the second meeting may be held under the same condition and agenda as required for the first meeting, except for the period of notice which

3.

4.

ARTICLES OF ASSOCIATION

30 shall be given no later than 7 (seven) days before the second meeting excluding the date of the notice and the date of the meeting and the resolutions shall be approved by at least 75% (seventy five percent) of the total votes legally cast at the meeting. 5. Resolutions pertaining to a reduction of the capital shall be notified in writing to all creditors of the Company and be announced by the Board of Directors in an Indonesian language daily newspaper which has a wide circulation at the domicile of the Company and in the State Gazette no later than 7 (seven) days after the date the resolution of the reduction of the capital has been adopted.

MERGER, CONSOLIDATION AND ACQUISITION Article 26 1. Without prejudice to prevailing law and regulations, any merger, consolidation and acquisition may only be performed based on a resolution of the General Meeting of Shareholders attended by shareholders representing at least 75% (seventy five percent) of the total issued shares and the resolutions shall be approved by at least 75% (seventy five percent) of all votes with valid voting rights legally cast at such meeting. The Board of Directors is obliged to announce the plan of merger, consolidation and acquisition of the Company, in 2 (two) daily newspapers circulating in the domicile / place of business of the Company, no later than 14 (fourteen) days prior to the notice of the General Meeting of Shareholders.

2.

DISSOLUTION AND LIQUIDATION Article 27 1. Without prejudice to prevailing laws and regulations the dissolution of the Company may only be executed based on a resolution of the General Meeting of Shareholders attended by shareholders representing at least 75% (seventy five percent) of the total issued shares with valid voting rights and approved by at least 75% (seventy five percent) of all votes legally cast at the meeting.

ARTICLES OF ASSOCIATION

31 2. If the Company is dissolved, either due to expiry of the duration of the Company or the winding up of the Company based on a resolution of the General Meeting of Shareholders or upon request of the court judgment then the dissolution of the Company shall be followed by liquidation conducted by liquidators. The Directors shall act as liquidators whenever no liquidator is appointed at the resolution of the General Meeting of Shareholders as described in paragraph 2. Remuneration of the liquidator(s) shall be determined by the General Meeting of Shareholders or by a court judgment. The liquidator(s) is obliged to register at the Companies Registry, to announce in the State Gazette and in 2 (two) daily newspapers published or circulated at the domicile of the Company and to notify the Minister of Justice no later than 30 (thirty) days after the company is dissolved. The Articles of Association as written document the deed of establishment as well as its amendments shall remain in force until the date the liquidation account has been approved by the General Meeting of Shareholders and the liquidators have been given a full release and discharge.

3.

4.

5.

6.

CLOSING PROVISIONS Article 28 All matters that are not provided for or not adequately covered in these Articles of Association shall be decided by the General Meeting of Shareholders. Furthermore, the appearers acting in their above mentioned capacities state that: I. In deviation of the provisions of Article 10 and Article 13 hereof regarding the procedures for appointment of members of the Board of Directors and the Board of Commissioners for the first time the following persons are appointed as:

BOARD OF DIRECTORS :
ARTICLES OF ASSOCIATION

32

President Director: Director: Director: Director: Director: Director: BOARD OF COMMISSIONERS : President Commissioner: Commissioner: Commissioner: Commissioner: Commissioner: Commissioner: -Each of whom has accepted said appointment is subject to confirmation by the first General Meeting of Shareholders. II. The Board of Directors and ______________, employees of the Notary Office, residing in Jakarta, both acting jointly or severally with the right of substitution, have been duly authorised and empowered to submit a request for approval and confirmation of these Articles of Association from the appropriate authorities and to make amendments and/or additions in whatever forms which may be require in order to obtain the said approval, and for that purpose to submit and sign all applications and other legal documents, to choose domicile and to perform all acts which may be required.

ARTICLES OF ASSOCIATION

33 IN WITNESS WHEREOF -This Deed has been drawn up as minutes and executed in Jakarta, on the day and date mentioned at the beginning of this deed, in the presence of __________________ and ______________, both employees of the Notary as witnesses. -Immediately after this deed had been read out by me, Notary, to the appearer and witnesses, this deed is signed by the appearers, witnesses and by me, Notary.

ARTICLES OF ASSOCIATION