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NAME AND DOMICILE

ARTICLE 1

1.1. This Company shall be named Limited Liability

Company “PT BANK CIMB NIAGA Tbk” (hereinafter

referred to as the “Company”), domiciles and has

main office in South Jakarta.

1.2. The Company may open offices or establish branch

offices, sub-branch offices, representative

offices, or other business units elsewhere,

inside or outside the territory of the Republic

of Indonesia as set out by the Board of

Directors, with the approval of the Board of

Commissioners.

DURATION OF COMPANY

ARTICLE 2

This Company shall be established for indefinite period

since 1-12-1955 (the first day of December one thousand

nine hundred fifty five). Its articles of association

have been ratified through Stipulation of Minister of

Justice of the Republic of Indonesia dated 1-12-1955

(the first day of December one thousand nine hundred

fifty five) number J.A5/110/15.

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PURPOSE, OBJECTIVE, AND BUSINESS ACTIVITIES

ARTICLE 3

3.1. Purpose and objective of the Company shall be

running business in field of General Bank.

3.2. Primary Business Activities:

To achieve the purpose and objective above, the

Company may run primary activities as follows:

a. Raise fund from the community in forms of

deposit such as giro, term deposit,

certificate of deposit, saving and/or other

equal forms;

b. Grant credit;

c. Issue debt acknowledgment;

d. Purchase, sell, or collateralize at its own

risk or for the benefit and at the request

of clients;

(i) Bills of exchange including bills

accepted by bank with valid period

no longer than the customary

commercial instruments;

(ii) Debt acknowledgment letter and other

commercial paper with valid period

no longer than the customary

commercial instruments;

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(iii) State treasure paper and government

guarantee instruments;

(iv) Bank Indonesia certificates (SBI);

(v) Bonds;

(vi) Commercial paper with period of 1

(one) year pursuant to regulations

of law;

(vii) Other commercial instruments with

period of 1 (one) year pursuant to

regulations of law;

e. Transfer money for its own benefit or for

client’s benefit;

f. Place fund on, borrow fund from, or lend

fund to the other Bank, through instrument,

telecommunication means, or bills of

presentment, check, or other means;

g. Accept payment from bills of commercial

paper and conduct calculation with or among

third parties;

h. Provide place to store goods and commercial

papers;

i. Perform storage activities for other

party’s benefit on the basis of contract;

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j. Perform fund placement from one client to

another in form of commercial papers not

listed on Stock Exchange;

k. Perform factoring, credit card business and

trust;

l. Perform activities in foreign exchange by

fulfilling requirements set out by Bank

Indonesia;

m. Perform Sharia-compliant Banking;

n. Perform marketing agency for non-banking

products such as insurance, mutual fund,

state bond, or others pursuant to the

provisions;

3.3. Supporting Business Activities:

To support Company’s primary business

activities, the Company may perform the

following supporting business activities:

a. Purchase from auction or otherwise,

collateral either wholly or partly should

debtor not fulfill its obligation to the

Company, provided that the purchased

collateral must be immediately disbursed;

b. Perform the activities of capital

participation with bank or other company in

field of finance, such as leasing, venture

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capital, consumer financing, securities

company, insurance, clearing house and

underwriting as well as settlement and

depository by fulfilling provisions set out

by Bank Indonesia;

c. Perform the activities of temporary capital

participation to overcome the consequences

of credit failure, financing failure

pursuant to sharia principles, provided

that withdrawing participation, by

fulfilling provisions set out by Bank

Indonesia;

d. Act as pension fund founder and pension

fund manager pursuant to provision in

regulations of law on pension fund;

e. Perform other supporting business

activities to sustain Company’s primary

activities commonly performed by Bank so

long not against the regulations of law.

CAPITAL

ARTICLE 4

4.1. The authorized capital of Company shall be Rp

2,900,000,000,000.- (two trillion nine hundred

billion Rupiahs) divided into:

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a. 71,853,936 (seventy one million eight

hundred fifty three nine hundred thirty

six) class A shares, each with nominal

value of Rp 5,000.- (five thousand Rupiahs)

or with total nominal value of Rp

359,269,680,000.- (three hundred fifty nine

billion two hundred sixty nine million six

hundred eighty thousand Rupiahs);

b. 50,814,606,400 (fifty billion eight hundred

fifteen million six hundred six thousand

four hundred) class B shares, each with

nominal value of Rp 50.- (fifty Rupiahs),

or with total nominal value of Rp

2,540,730,320,000.- (two trillion five

hundred forty billion seven hundred thirty

million three hundred twenty thousand

Rupiahs)

4.2. Of such authorized capital has been subscribed

amounted to:

a. 71,853,936 (seventy one million eight

hundred fifty three nine hundred thirty

six) class A shares with total nominal

value of Rp 359,269,680,000.- (three

hundred fifty nine billion two hundred

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sixty nine million six hundred eighty

thousand Rupiahs);

b. 25,059,752,907 (twenty five billion fifty

nine million seven hundred fifty two

thousand nine hundred seven) class B shares

with total nominal value of Rp

1,252,987,645,350.- (one trillion two

hundred fifty two billion nine hundred

eighty seven million six hundred forty five

thousand three hundred fifty Rupiahs).

- 100% (one hundred percent) of nominal value of

each subscribed share above or with total of Rp

1,612,257,325,350.- (one trillion six hundred

twelve billion two hundred fifty seven million

three hundred twenty five thousand three hundred

fifty Rupiahs) has been deposited fully to the

Company by each shareholder concerned as

mentioned in deed dated 1-3-2011 (the first day

of March two thousand and eleven) number 1, made

before the said Notary Doktor AMRUL PARTOMUAN

POHAN, SarjanaHukum, LexLegibus Magister, whose

notification on amendment to articles of

association has been accepted and recorded by

Minister of Law and Human Rights of the Republic

of Indonesia on 15-3-2011 (the fifteenth day of

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March two thousand and eleven) number AHU-

AH.01.10-07889.

4.3. The deposit on shares in other forms other than

money such as tangible or intangible assets

shall fulfill the following conditions:

a. Directly related to Company’s needs;

b. The proposed shares deposit with assets and

the details of assets to be deposited as

capital above shall be announced publicly

at the same time with the Notice for the

General Meeting of Shareholders

(hereinafter referred to as the “GMS”);

c. The assets to be deposited shall be

assessed by the Assessor registered with

Financial Service Authority (hereinafter

referred to as the “FSA”) and shall not be

collateralized howsoever;

d. Obtaining GMS approval with quorum and

decision making requirements pursuant to

Article 13 paragraph 13.1 of Articles of

Association;

e. In the case assets to be deposited as

capital in form of Company’s shares listed

in Stock Exchange, the price thereof shall

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be fixed on the basis of market fair price;

and

f. In the case deposit derived from retained

profit, paid-in surplus, Company’s net

profit, and/or capital element, then such

retained profit, paid-in surplus, Company’s

net profit, and/or capital element shall be

contained in the last Annual Financial

Report inspected by Accountant registered

with FSA on fair opinion without exclusion

validated by the Annual GMS.

4.4. The other shares shall be issued by the Board of

Directors according to Company’s capital needs

at the time and on price as well as with

requirements set out by the Meeting of Board of

Directors with approval from the GMS, by paying

attention to provisions in Articles of

Association and regulations of law on Banking

and on Capital Market and the issue of shares

shall not be at below par price.

4.5. Unless as required in paragraph 4.8, if such

shares above to be issued through limited public

offer with right issue (hereinafter referred to

as the “Limited Public Offer”) to the

shareholders, all shareholders whose names

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recorded in Company’s Shareholder Register on

the date stipulated by the GMS approving such

Limited Public Offer shall have prior right to

buy such shares to be issued (hereinafter

referred to as “Right Issue” or “HMETD”) in

comparable amount (proportional) to total shares

listed in Company’s Shareholder Register in the

name of respective shareholder until that date.

The HMETD may be sold or assigned to other

party, by paying attention to provisions of

Articles of Association and regulations of law

on Capital Market in Indonesia.

The shareholders or HMETD holders shall be

entitled to buy shares to be issued in

accordance with the total HMETD at hand at the

time and with requirements as resolved in

regulation of GMS as meant in paragraph 4.4.

If within period stipulated by resolution of the

GMS mentioned above, the shareholders or HMETD

holders shall not exercise the right to buy

shares offered to them pursuant to total HMETD

by fully paying in cash the price of offered

shares to the Company, such shares shall be

allocated to the shareholders intended to buy

shares in the amount bigger than HMETD portion

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proportional to the exercised HMETD, by paying

attention to provisions of Articles of

Association and regulations of law on Capital

Market and regulations of Indonesian Stock

Exchange.

- In the event of remaining shares upon

allocation:

(i) If the increase of capital of Company by

way of Limited Public Offer the maximum

amount has not been determined and

conducted without any guarantee from

standby buyer, the remaining shares not

taken part shall not be issued and remain

in the Company’s storage;

(ii) If the increase of capital of Company by

way of Limited Public Offer has been

determined the amount with the guarantee

from standby buyer, the remaining shares

shall be allocated to certain party acting

as standby buyer in the Limited Public

Offer, having stated its promissory to buy

the remaining shares, at the price and on

the terms not lighter than those

determined in the resolution of the GMS;

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- As such by paying attention to provisions of

Articles of Association and regulations of law

on Capital Market and on Banking and regulations

of Indonesian Stock Exchange.

- At the GMS resolving to approve Limited Public

Offer shall also resolve the maximum amount of

shares to be issued to the community as well as

authorize the Board of Commissioners to approve

the realization of total shares to be issued in

the Limited Public Offer.

4.6. Provision of paragraphs 4.4 and 4.5 shall also

mutatis mutandis apply in the event that the

Company issued convertible bonds or equity

securities, such as convertible bonds, warrants,

or other convertible securities affecting the

composition of Company’s shareholding

(hereinafter referred to as “Equity

Securities”), one and other by paying attention

to regulations of law on Capital Market and on

Banking, and without reducing the consent from

the authoritative insofar required by

regulations of law.

4.7. If the other shares to be issued by the Company

to the Equity Securities holders issued by the

Company with the approval of the GMS, the Board

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of Directors shall be authorized to issue such

shares without giving the rights to the existing

shareholders to previously buy such shares, one

and other by paying attention to provisions of

Articles of Association and regulations of law

on Capital Market and Banking.

4.8. The Board of Directors shall be authorized to

issue Equity Securities by way of private

placement or public offer (second, third, and so

on) pursuant to resolution of the GMS without

granting HMETD to the existing shares to correct

financial position or other than to correct

financial position, provided that such issue of

shares and Equity Securities made pursuant to

regulations of law on Capital Market and

Banking.

- The shares deposited in form of non-money as

meant in paragraph 4.3 may only be made in the

increase of Company’s capital without granting

HMETD for the purpose of not correcting

Company’s financial position by paying attention

to provision of Article 4 paragraph 3 point a.--

- Without reducing the provision of paragraph

above, the issue of shares and Equity Securities

without granting HMETD to the shareholders may

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be made if the issue of shares and Equity

Securities:

a. Addressed to the employees of the Company

b. Addressed to the Equity Securities holders

issued with the approval of the GMS;

c. Performed in order for reorganization

and/or restructuring already approved by

the GMS; and/or

d. Performed pursuant to the regulations on

Capital Market allowing for capital

increase without HMETD.

4.9. In the case of the increase of total shares

subscribed further through the increase of

Company’s authorized capital, the provisions in

paragraphs 4.4, 4.5, 4.6, 4.7, and 4.8 shall

mutatis mutandis apply for the issue of shares

through the increase of authorized capital.

4.10. The increase of subscribed capital and deposited

capital shall be effective upon the deposit, and

the shares issued with the same right as the

shares with the same classification issued

previously by the Company, without reducing

Company’s obligation to obtain acceptance letter

of notification on amendment to articles of

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association from Minister of Law and Human

Rights.

4.11. The increase of authorized capital resulting in

the subscribed and deposited capital to be less

than 25% (twenty five percent) of the authorized

capital, may be performed as long as:

a. The authorized capital increase has been

approved by the GMS;

b. The amendment to articles of association on

the increase of authorized capital have

been approved by Minister of Law and Human

Rights;

c. The increase of subscribed and deposited

capital to be at least 25% (twenty five

percent) of the authorized capital shall be

performed within 6 (six) months following

the approval of the Minister of Law and

Human Rights as meant in letter b of this

paragraph;

d. In the event that the increase of deposited

capital as meant in letter c of this

paragraph shall not be fulfilled, the Board

of Directors with the approval of the Board

of Commissioners shall amend the articles

of association so that the authorized

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capital and deposited capital shall be at

least 25% (twenty five percent) within 2

(two) months following the non-fulfillment

of period as meant in letter c of this

paragraph, and with the obligation for the

Company to deal with the approval of

Minister of Law and Human Rights;

e. The resolution of the GMS approving the

increase of authorized capital as meant in

letter a of this paragraph shall include

the resolution to approve the decrease of

such authorized capital in order to

implement the provision of letter d of this

paragraph.

4.12. The amendment to articles of association in

order to increase the authorized capital shall

be effective upon the capital deposit resulting

in the total authorized capital to be at least

25% (twenty five percent) of the authorized

capital, without reducing the obligation for the

Company to deal with the approval of amendment

to articles of association from the Minister on

the increase of authorized capital.

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SHARES

ARTICLE 5

5.1. a. In these Articles of Association, the term

Shares shall mean Class A Shares and Class B

Shares, unless stated otherwise in the

Articles of Association. Whereas the term

Shareholders shall mean Class A Shareholders

and Class B Shareholders;

b. Class A Shares and Class B Shares shall be

registered common shares granting the same

right to the owners pursuant to shareholding

and provision of Company’s Articles of

Association.

5.2. The right on each share shall not be divided.

The Company shall only acknowledge one person or

1 (one) legal entity as the owner of 1 (one)

share, being the person or legal entity whose

name listed as the owner of such share in

Company’s Shareholder Register.

5.3. In the event 1 (one) share or more due to any

reason whatsoever shall be owned by several

persons, those who jointly own the shares shall

be obliged to appoint in writing one of them or

other person as their mutual proxy and only such

appointed or authorized person name shall be

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listed in Company’s Shareholder Register and

entitled to perform management actions and other

actions pursuant to its authorities on the basis

of appointment or authorization to it.

5.4. So long as the provision in paragraph 5.3 above

shall not be implemented, the shareholders shall

not be entitled to cast vote at the GMS, while

the dividend payment for such shares shall be

suspended.

5.5. Any shareholder at law shall be subject to the

provision of Articles of Association and to all

resolutions taken validly at the GMS as well as

the regulations of law on Capital Market and on

Banking.

5.6. For Company’s shares not included in Collective

Depository with Settlement and Depository

Agency, the Company shall issue share

certificate as the evidence of owning 1 (one)

share, or collective share certificate as the

evidence of owning 2 (two) shares or more, owned

by one shareholder, with form and content set

out by the Board of Directors by paying

attention to regulations of law on Capital

Market and signed by Director entitled to

represent the Company.

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5.7. For shares included in Collective Depository

with Settlement and Depository Agency or with

Custodian Bank (especially in order for

Collective Investment Agreement), the Company

shall be obliged to issue certificate or written

confirmation to the Settlement and Depository

Agency or to the Custodian Bank signed by the

Board of Directors of the Company, as the

evidence of registration in the Company’s

Shareholder Register.

5.8. The Company may issue shares with nominal value

or without nominal value, provided that the

issue of shares without nominal value shall be

made pursuant to regulations of law on Capital

Market.

5.9. In the event of fractional nominal value due to

Company’s undertakings action resulting in the

fractional nominal value of shares, the

following conditions shall apply:

a. The holders of fractional nominal value of

shares shall not be entitled on individual

vote unless the holder of fractional

nominal value of shares, either severally

or jointly with the other holders of

fractional nominal value of shares, with

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similar share classification and with

nominal value of 1 (one) nominal share in

such classification.

b. The holders of fractional nominal value of

shares with similar share classification

and with total nominal value of 1 (one)

nominal share, shall appoint one among them

or other person as their mutual proxy and

only the appointed or authorized person who

shall be entitled to exercise the right

granted by law on fractional nominal value

of share.

c. Company shall issue evidence of owning

fractional nominal value of shares in form

and content as determined by the Board of

Directors and signed by Director entitled

and authorized to represent the Board of

Directors pursuant to provision of Article

15 paragraph 15.5.

d. The holders of several fractional nominal

value of shares with similar share

classification equal to 1 (one) nominal

share shall be entitled to convert to

Company such fractional nominal value of

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share into 1 (one) share with similar

classification.

e. The number and amount of fractional nominal

value of shares issued by the Company shall

be calculated in total subscribed and

deposited capital of the Company.

REPLACEMENT OF SHARE CERTIFICATE

ARTICLE 6

6.1. In the event of share certificate is damaged or

unusable, or lost, the Board of Directors shall

issue replacement of share certificate on terms,

price, and manner as set out pursuant to

resolution of Meeting of Board of Directors by

paying attention to provision of this article

and regulations of law including regulations of

law on Capital Market.

6.2. In the event of share certificate is damaged,

the replacement for such share certificate shall

be made if the Company has received sufficient

evidence that:

a. The party asking for replacement of share

certificate is the owner of share

certificate;

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b. The Company has received the damaged share

certificate.

6.3. In the event of share certificate is lost, the

replacement for such share certificate shall be

made if the Company has received sufficient

evidence that:

a. The party asking for replacement of share

certificate is the owner of share

certificate;

b. The Company has received the reporting

document from Police Department of the

Republic of Indonesia on such lost share

certificate; and

c. The party asking for replacement of share

certificate has provided guarantee deemed

sufficient by the Company’s Board of

Directors.

6.4. The damaged share certificate as meant in

paragraph 6.2 of this article shall be destroyed

and made minutes by the Board of Directors to be

reported at the next GMS.

6.5. The plan to issue replacement of lost share

certificate as meant in paragraph 6.3 of this

article shall be announced in Stock Exchange

where Company’s shares listed no later than 14

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(fourteen) days prior to the issue of

replacement of share certificate.

6.6. Upon the issue of replacement of share

certificate, the damaged and/or lost share

certificate shall be inapplicable to the

Company.

6.7. All expenses to issue replacement of share

certificate, including announcement cost as

mentioned in paragraph 6.5 of this Article shall

be borne by the shareholder concerned.

6.8. Provisions as meant in paragraph 6.1 to

paragraph 6.7 of this Article shall mutatis

mutandis apply to the issue of collective share

certificate or replacement of certificate or

written confirmation as meant in Article 5

paragraph 5.7 or replacement of ownership

evidence of fractional nominal value of shares

as meant in Article 5 paragraph 5.9 letter c.

CERTIFICATE OF FOUNDERS

ARTICLE 7

7.1. The Company has issued 10 (ten) certificates of

founders.

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7.2. The certificate of founders shall apply until

the death of the holder of certificate of

founder.

7.3. The certificate of founder shall be given serial

number, and shall be affixed by signature of one

Director.

7.4. The Company shall organize certificate of

founder register and each entry on such register

shall be signed by President Director and

President Commissioners or their lawful proxies.

7.5. The certificate of founder shall not be divided,

granted, bequeathed, sold, or pledged or

otherwise transferred.

SHAREHOLDER REGISTER AND SPECIAL REGISTER

ARTICLE 8

The Company shall be obliged to organize and maintain

Shareholder Register and Special Register pursuant to

provisions of Article 50, Article 100, Article 101,

Article 116 of UUPT as well as regulations of law on

Capital Market and regulations of Indonesian Stock

Exchange.

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COLLECTIVE DEPOSITORY

ARTICLE 9

9.1. Company’s Shares in Collective Depository with

Settlement and Depository Agency shall be

recorded in the Company’s Shareholder Register

under the name of Settlement and Depository

Agency for the benefit of account holder with

the Settlement and Depository Agency.

9.2. Company’s Shares in Collective Depository with

Custodian Bank or Securities Company recorded in

Securities account with Settlement and

Depository Agency shall be recorded under the

name of Custodian Bank or Securities Company for

the benefit of Securities account holder with

the Custodian Bank or Securities Company.

9.3. If the shares in Collective Depository with the

Custodian Bank shall be the part of Mutual Fund

Portfolio in form of collective investment

agreement and not included in Collective

Depository with Settlement and Depository

Agency, the Company shall record the shares into

the Company’s Shareholder Register under the

name of Custodian Bank for the benefit of

Participation Unit of Mutual Funds in form of

collective investment agreement.

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9.4. The Company shall be obliged to issue

certificate or confirmation to the Settlement

and Depository Agency as meant in paragraph 9.1

of this Article or Custodian Bank as meant in

paragraph 9.3 of this Article as the evidence of

registration into the Company’s Shareholder

Register.

9.5. The Company shall transfer shares in Collective

Depository registered under the name of

Settlement and Depository Agency or Custodian

Bank for Mutual Funds in form of collective

investment agreement in the Company’s

Shareholder Register into the name of Party

appointed by the Settlement and Depository

Agency or Custodian Bank. The application for

transfer shall be submitted by the Settlement

and Depository Agency or Custodian Bank to the

Company or Securities Administration Office

appointed by the Company.

9.6. Settlement and Depository Agency, Custodian

Bank, or Securities Company shall issue

confirmation to the account holder as the

evidence of recording in Securities account.

9.7. In the Collective Depository, any share from the

same type and classification issued by the

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Company shall be equal to and convertible each

other.

9.8. The Company shall refuse the registration of

shares transfer into Collective Depository if

the share certificate is lost or destroyed,

unless the Party applying for transfer provides

sufficient evidence and/or assurance that the

concerned Party is the shareholder and such

share certificate is really lost or destroyed.

9.9. The Company shall refuse the registration of

shares into Collective Depository if the shares

are collateralized, put under attachment

pursuant to court’s decision or confiscated for

criminal case investigation.

9.10. The Securities account holder whose Securities

registered in Collective Depository shall be

entitled to attend and/or cast vote at the GMS

pursuant to the amount of shares owned in such

account.

9.11. Custodian Bank and Securities Company shall

deliver the list of Securities account holder as

well as the amount of the Company’s shares owned

by each account holder with Custodian Bank and

Securities Company to Settlement or Depository

Agency to be forwarded to the Company within 1

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(one) business day prior to the notice of the

GMS.

9.12. Investment Manager shall be entitled to attend

and cast vote at the GMS on the Company’s shares

included in Collective Depository with Custodian

Bank constituting parts of Mutual Fund Securities

portfolios in form of collective investment

agreement and not included in Collective

Depository with Settlement and Depository Agency

provided that the Custodian Bank shall submit the

Investment Manager’s name to the Company within 1

(one) business day prior to the notice of the

GMS.

9.13. The Company shall give dividend, bonus shares, or

other rights in respect of share ownership to the

Settlement and Depository Agency on shares in

Collective Depository with Settlement and

Depository Agency and such Settlement and

Depository Agency shall forward the dividend,

bonus shares, or other rights to the Custodian

Bank and/or Securities Company for the benefit of

each account holder with the Custodian Bank

and/or Securities Company.

9.14. The Company shall give dividend, bonus shares,

or other rights in respect of Company’s share

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ownership to the Custodian Bank or shares in

Collective Depository with Custodian Bank

constituting parts of Mutual Funds Securities

portfolios in form of collective investment

agreement and not included in Collective

Depository with Settlement and Depository

Agency.

9.15. The deadline for determining Securities account

holder entitled to enjoy dividend, bonus shares,

or other rights in respect of share ownership in

Collective Depository shall be resolved by the

GMS provided that the Custodian Bank and

Securities Company shall submit the list of

Securities account holder along with the amount

of the Company’s shares owned by each Securities

account holder to the Settlement and Depository

Agency, at the latest date being the

determination basis for shareholders entitled to

enjoy dividend, bonus shares, and other rights,

to be forwarded then to the Board of Directors of

the Company within 1 (one) business day upon the

date being the determination basis for

shareholders entitled to enjoy dividend, bonus

shares, and other rights.

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9.16. The Company’s Board of Directors may appoint and

authorize securities administration office to

record the shares in Shareholder Register.

- Any record or registration in Shareholder

Register including the records of sale, transfer,

collateralization, pledge, cession, in respect of

Company’s shares shall be made pursuant to these

Articles of Association and regulations of law.

ASSIGNMENT OF RIGHT TO SHARES

ARTICLE 10

10.1. In the event of change to share ownership, the

former owner listed in Shareholder Register

shall be deemed as the shareholder until the new

owner’s name listed in Shareholder Register, one

and other without reducing the consent from the

authoritative and regulations of law as well as

provisions of Articles of Association.

10.2. Assignment of right to shares shall be on the

basis of deed of assignment of right signed by

the assignor and assignee or their lawful

proxies.

10.3. The deed of assignment of right to shares as

meant in paragraph 10.2 above shall be in form

of as determined or approved by the Board of

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Directors and the counterpart thereof shall be

presented to the Company provided that the

assignment of right to shares listed in

Indonesian Stock Exchange shall fulfill the

regulations of law on Capital Market.

10.4. The assignment of right to shares registered in

Collective Depository shall be recorded as

inter-account transfer, or as transfer from one

account in collective depository to the

individual shareholder not constitute account

holder in collective depository by recording the

assignment of right by the Company’s Board of

Directors.

10.5. Assignment of right to shares shall only be

allowed if all provisions in Articles of

Association have been fulfilled.

10.6. Assignment of right shall be recorded in the

Shareholder Register concerned or in the share

certificate, such record shall be signed by

Director entitled to represent the Board of

Directors or their lawful proxies.

10.7. The Board of Directors with providing reason for

that matter may refuse to record the assignment

of right to shares in Shareholder Register in

the event of non-fulfillment of the manner set

32

out by the Board of Directors or one of

requirements in the assignment of right of

shares.

10.8. If the Board of Directors refused to record the

assignment of right to shares, the Board of

Directors shall be obliged to deliver refusal

notification to the party assigning the right

within 30 (thirty) days upon the application

date of registration received by the Board of

Directors.

10.9. As for the Company’s shares listed in Indonesian

Stock Exchange, any refusal to record the

assignment of right to shares as meant shall be

pursuant to regulations of law on Capital Market

and Indonesian Stock Exchange.

10.10. The Shareholder Register shall be closed on the

last business day of Indonesian Stock Exchange

before the advertisement of notice for the GMS,

to determine the shareholder names entitled to

attend such GMS.

10.11. The person obtained right on shares due to the

death of a shareholder or due to any reason

causing the change of shareholding lawfully, by

presenting evidence as required anytime by the

33

Board of Directors may apply in writing to be

listed as a shareholder.

- The listing shall only be made if the Board of

Directors satisfied with the evidence, without

reducing the provision of Articles of

Association as well as by paying attention to

regulations of law on Capital Market.

10.12. All limitations, prohibitions, and provisions in

Articles of Association regulating the right to

assign the right of shares and the registration

of assignment of right to shares shall also

mutatis mutandis apply to any transition right

according to paragraph 10.11.

10.13. The shareholder applying to organize GMS and

such GMS approved to be organized by the Board

of Directors, Board of Commissioners, or

pursuant to Court’s decision, shall be obliged

not to assign the shares owned for the minimum

period of 6 (six) months since the GMS.

GENERAL MEETING OF SHAREHOLDERS

ARTICLE 11

11.1. The GMS shall be:

a. The Annual GMS;

34

b. The other GMS, in these Articles of

Association referred to as the

extraordinary GMS.

11.2. The term GMS in these Articles of Association

shall mean both of them, they are the annual GMS

and the extraordinary GMS, unless explicitly

stated otherwise.

11.3. The agenda of the GMS may be proposed by 1 (one)

person or more jointly representing 1/20 (one

twentieth) or more of total voting shares.

11.4. The Board of Directors shall hold the GMS

pursuant to provision of article 78 and article

79 of UUPT, by paying attention to regulations

of law on Capital Market and regulations of

Stock Exchange.

11.5. At the Annual GMS:

a. The Board of Directors shall submit the

annual report pursuant to provision of

Article 66 to Article 68 of UUPT;

b. Shall be determined the use of net profit,

pursuant to provision of Article 70 and

Article 71 of UUPT.

c. Shall be appointed Public Accountant listed

in Capital Market and Financial Institution

Coordinating Board;

35

d. May be made change to/appointment of

Directors and Commissioners of the Company;

e. May resolve other agenda duly proposed

pursuant to provision of UUPT and Articles

of Association.

11.6. The approval of annual report and validation of

financial statement by the annual GMS means

giving release and discharge of responsibility

completely to Directors on management and

Commissioners on supervision performed during

previous fiscal year, insofar such action

reflected in financial statement.

11.7. In the event that the Directors or Commissioners

not announced, not notified and not held the GMS

as meant in Article 78, Article 79, and Article

83 of UUPT and regulations of law on Capital

Market and regulations of Indonesian Stock

Exchange, the shareholders shall be entitled to

make notice for the GMS pursuant to Article 80

of UUPT.

11.8. The extraordinary GMS shall not be entitled to

discuss and resolve the agenda of GMS as meant

in paragraph 11.5 point a and or point b.

36

PLACE, NOTICE, AND CHAIRPERSON OF THE GMS

ARTICLE 12

12.1. The GMS shall be held within the territory of

the Republic of Indonesia, being the Company’s

domicile or main business activities or

Province’s capital covering Company’s domicile

or main business activities; or province

covering Stock Exchange where Company’s shares

listed.

12.2. The GMS shall be held by making notice no later

than 21 (twenty one) days prior to the GMS

without calculating the date of notice and date

of the GMS.

- Prior the notice for the GMS it shall be

preceded with announcement on the notice of the

GMS to Shareholders no later than 14 (fourteen)

days prior to notice of the GMS, without

calculating the date of announcement and date of

notice for the GMS.

- The announcement and notice shall be made at

least in 1 (one) daily Indonesian newspaper

widely circulated within the territory of the

Republic of Indonesia in accordance with the

Board of Directors’ consideration and by paying

attention to regulations of law on Capital

37

Market and regulations of Indonesian Stock

Exchange.

12.3. Unless stated otherwise herein, the GMS shall be

chaired by one Commissioner appointed by the

Board of Commissioners.

- If all Commissioners are absent or unable to

attend due to any reason whatsoever without any

requirement to prove to the third party, then by

paying attention to regulations of law on

Capital Market and regulations of Indonesian

Stock Exchange, the GMS shall be chaired by

President Director;

- If the President Director is absent or unable

to attend due to any reason whatsoever without

any requirement to prove to the third party, the

GMS shall be chaired by Vice President Director

(if appointed). If the Vice President Director

not appointed or if the Vice President Director

appointed but absent or unable to attend due to

any reason whatsoever without any requirement to

prove to the third party, the GMS shall be

chaired by one Director;

- If all Directors are absent or unable to

attend due to any reason whatsoever without any

requirement to prove to the third party, the GMS

38

shall be chaired by one shareholder present at

the GMS elected by and among participants of the

GMS.

12.4. In the event that Commissioner appointed by

Board of Commissioners has conflict of interest

to anything needs resolution at the GMS, the GMS

shall be chaired by other Commissioner not

having conflict of interest appointed by Board

of Commissioners. If all Commissioners have

conflict of interest to anything needs

resolution at the GMS, then by paying attention

to regulations of law on Capital Market and

regulations of Indonesian Stock Exchange, GMS

shall be chaired by President Director.

- In the event that President Director has

conflict of interest on anything needs

resolution at the GMS, the GMS shall be chaired

by Director not having conflict of interest.

- If all Directors have conflict of interest,

the GMS shall be chaired by one independent

shareholder, i.e. non-controlling shareholder

elected by and among independent shareholders

present at the GMS.

12.5. The GMS held as meant in paragraph 2 above shall

be made at the request of 1 (one) or more

39

shareholders jointly representing 1/10 (one

tenth) or more of total voting shares or Board

of Commissioners by paying attention to

regulations of law on Capital Market and

regulations of Indonesian Stock Exchange.

12.6. The Shareholders may propose the agenda of the

GMS if:

a. The proposal concerned along with the

reason and material of proposed agenda of

Meeting have been given in writing by one

or more shareholders jointly representing

at least 1/20 (one twentieth) of total

voting shares issued by the Company;

b. Made in good faith and by considering the

Company’s interest as well as paying

attention to other provisions herein and by

paying attention to regulations of law.

c. Has been received by the Board of Directors

at least 7 (seven) days prior to the notice

of the GMS issued.

QUORUM, VOTING RIGHTS, AND RESOLUTION OF THE GMS

ARTICLE 13

13.1. Unless stated otherwise herein, the GMS to

resolve matters to be resolved at the GMS

40

including the issue of shares and Equity

Securities shall be made with the following

conditions:

a. GMS shall be attended by shareholders

representing more than ½ (a half) of total

voting shares issued by the Company.

b. In the event that quorum as meant in letter

a above not reached, the notice of the

second GMS without prior announcement/

notice of GMS

c. Notice of the second GMS shall be made no

later than 7 (seven) days prior to the

second GMS, without calculating the date of

the GMS, with information that the first

GMS has been held without reaching quorum.

d. The second GMS shall be held at the

earliest period of 10 (ten) days and at the

latest period of 21 (twenty one) days

commencing as of the first GMS, with the

same requirements and agenda as the first

GMS save for quorum requirements as set out

in letter e below.

e. The second GMS shall be valid and entitled

to take binding resolution if attended by

shareholders or lawful proxies of

41

shareholders owning at least 1/3 (one

third) of total voting shares.

f. All resolutions of the GMS shall be made

through deliberation for consensus. If not

successful, the resolution shall be made on

the basis of affirmative votes more than ½

(a half) of total shares present at the

GMS.

g. In the event that the quorum for the second

GMS not reached, the third GMS may be held

with requirements of attendance quorum,

total votes for resolution, notice and time

to hold GMS as stipulated by FSA at the

Company’s request.

13.2. Any share shall give right to the owner to

attend the GMS and give 1 (one) vote.

13.3. Voting regarding person shall be made with

closed ballot without signature, and regarding

other things shall be orally, unless the

Chairperson of the GMS stated otherwise without

any objection from 1 (one) or more shareholders

jointly representing at least 1/10 (one tenth)

of total voting shares.

13.4. Blank or abstain votes shall be deemed to not

exist and shall not be calculated in determining

42

total votes at the GMS, provided that the

shareholders casting blank vote shall be obliged

to follow and respect the resolution made for

the agenda of the GMS concerned.

13.5. The GMS to resolve matter having conflict of

interest shall be made with the following

conditions:

a. Shareholder having conflict of interest

shall be deemed to give the same resolution

to the resolution approved by independent

shareholder not having conflict of

interest.

b. The GMS shall be attended by independent

shareholder representing more than ½ (a

half) total voting shares owned by

independent shareholder and the resolution

shall be valid if agreed by independent

shareholder representing more than ½ (a

half) of total voting shares owned by

independent shareholder.

c. In the event that quorum as meant in letter

b above not reached, the second GMS may be

held provided that the GMS shall be

entitled to take valid resolutions if

attended by independent shareholder

43

representing ½ (a half) of total voting

shares owned by independent shareholder and

the resolution shall be valid if agreed by

more than ½ (a half) of total voting shares

owned by independent shareholder present at

the GMS.

d. In the event that quorum as letter c above

not reached, the third GMS may be held and

entitled to take resolution if attended or

represented by qualified total shares as

required by quorum and decision making

requirements set out by FSA at the

Company’s request.

13.6. GMS to approve amendment to Articles of

Association of the Company shall be made by the

following conditions:

a. GMS shall be attended by shareholders

representing at least 2/3 (two third) of

total voting shares, and the resolution

shall be valid if agreed by more than 2/3

(two third) of total shares at the GMS;

b. In the event that quorum as in letter a

above not reached, then at the second GMS

the resolution shall be valid if attended

by shareholders representing at least 3/5

44

(three fifth) of total voting shares and

agreed by more than ½ (a half) of total

voting shares present at the GMS.

c. In the event that quorum as letter b above

not reached, the third GMS may be held and

entitled to take resolution if attended or

represented by qualified total shares as

required by quorum and decision making

requirements set out by FSA at the

Company’s request.

13.7. GMS to approve matters as meant in Article 102

of UUPT, merger, amalgamation, taking-over,

spin-off, insolvency application, and

dissolution of Company shall be held with the

following conditions:

a. GMS attended by shareholders representing

at least ¾ (three quarter) of total voting

shares and resolution shall be valid if

agreed by more than ¾ (three quarter) of

total voting shares present at the GMS.----

b. In the event that quorum as meant in letter

a mentioned above not reached, then at the

second GMS the resolution shall be valid if

attended by shareholders representing at

least 2/3 (two third) of total voting

45

shares and agreed by more than ¾ (three

quarter) of total voting shares present at

the GMS.

c. In the event that quorum as letter b above

not reached, the third GMS may be held and

entitled to take resolution if attended or

represented by qualified total shares as

required by quorum and decision making

requirements set out by FSA at the

Company’s request.

13.8. Any proposal from the shareholders during the

discussion or voting at the GMS shall fulfill

all requirements, as follows:

a. On the opinion of Chairperson of the GMS,

such proposal directly related to one of

agenda of the GMS concerned;

b. Such proposal proposed by one or more

shareholders jointly representing at least

1/10 (one tenth) of total voting shares

issued by the Company;

c. On the opinion of the Board of Directors,

the proposal deemed directly related to

Company’s business; and

d. By paying attention to regulations of law.

46

13.9. Of anything discussed and resolved at the GMS

shall be made Minutes of GMS by Notary and

signed by witnesses and Notary.

- Such Minutes shall be valid evidence to all

shareholders and third party on resolution and

anything occurred at the GMS.

BOARD OF DIRECTORS

ARTICLE 14

14.1. (i) The Board of Directors shallat leastconsist

of 3 (three) Directors with the following

composition:

a. One President Director;

b. One or more Vice President Directors

(if appointed); and

c. One or more Directors.

(ii) In the event of vacancy in the Board of

Directors, the Board of Directors of

Company shall consist of the remaining

Directors until the appointment of

substitution pursuant to provision of

Articles of Association.

14.2. Directors shall be appointed by the GMS from the

qualified candidates pursuant to article 93 of

UUPT and regulations on Banking as well as on

47

Capital Market, each for duration commencing as

of determined date at the GMS appointing them

until the conclusion of the fourth Annual GMS

following their appointment date without

reducing GMS right to terminate them at anytime

pursuant to article 105 of UUPT.

14.3. Among the Directors and between the Director and

Commissioner shall not be in family relationship

until the second degree, whether in straight

line or lateral line, or relationship emerged

due to marriage (in-laws).

14.4. In the event due to any reason whatsoever

Director’s position is vacant resulting in total

Directors to be less than 3 (three), no later

than 60 (sixty) days upon the vacancy thereof, a

GMS shall be held to occupy such vacancy by

paying attention to provisions as meant in

paragraph 14.2.

- A person appointed to replace resigned

Director pursuant to paragraph 14.6 or to occupy

vacancy due to other reason or person appointed

as additional Director shall be appointed for

the period commencing as of the date determined

at the GMS appointing him until the conclusion

of the fourth Annual GMS until the appointment

48

date without reducing the right of the GMS to

terminate anytime pursuant to article 105 of

UUPT.

14.5. In the event due to any reason whatsoever all

Directors’ positions are vacant, no later than

60 (sixty) days since the vacancy thereof, a GMS

shall be held to appoint the new Board of

Directors, and temporarily Company shall be

managed by the Board of Commissioners.

14.6. a. A Director may be entitled to resign from

his position by giving notification in

writing on his intention to the Company by

paying attention to the provision of this

article.

b. By paying attention to provision of

Articles of Association and regulations of

law:

(i) The Company shall be obliged to hold

the GMS within 90 (ninety) days upon

the receipt of resignation letter to

resolve the resignation of the

Director concerned.

(ii) The GMS may only refuse the

resignation of such Director if the

resignation resulting in the

49

violation of Articles of Association

and/or regulations of law;

(iii) In the event of no reason to refuse

the resignation as set out in point

(ii) above, the GMS shall be obliged

to approve such resignation.

c. The resigning Director mentioned above

shall be subject to accountability report

on the duties exercised for the office term

since the last report until the resignation

date at the next Annual GMS.

14.7. The position of Director shall be expired if the

Director concerned:

a. Resigns pursuant to provision of paragraph

14.6;

b. No longer meets requirements of law;

c. Dies;

d. Terminated pursuant to the resolution of

the GMS.

DUTIES AND AUTHORITIES OF BOARD OF DIRECTORS

ARTICLE 15

15.1. The Board of Directors shall be fully

responsible in exercising their duties in

managing Company for the Company’s benefit to

50

achieve its purpose and objective. The basic

duties of Board of Directors are:

a. Managing and directing Company pursuant to

Company’s purpose;

b. Controlling, maintaining, and administering

Company’s properties for the Company’s

benefit;

c. Establishing internal control structure,

guaranteeing the organization of Company’s

internal audit function in any management

level and following up the Company’s

internal audit findings pursuant to

discretion or guideline given by the Board

of Commissioners, as such in order for

general control as set out in Bank Audit

Function Implementation Standards pursuant

to regulations set out by authorized

institutions;

d. Reporting activities in paragraph 15.1 to

the Annual GMS.

15.2. Each Director shall be obliged in good faith and

full responsibility to exercise his duties by

paying attention to regulations of law.

15.3. Board of Directors shall be entitled to

represent Company inside or outside Court on

51

anything and in any occurrence, bind the Company

with other party and other party with Company

and perform all actions, whether regarding

management or ownership, but with limitation

that the approval of the Board of Commissioners

shall be required in:

a. Board of Directors actions on the basis of

regulations of law requiring the approval

of the Board of Commissioners; or

b. Board of Directors action mentioned in

points (i) and (ii) below with value

exceeding amount set out in Company’s

discretion anytime agreed by the Board of

Commissioners, as follows:

(i) Actions beyond the Company’s business

as banking financial institutions,

they are:

(1) Buying or otherwise obtaining/

acquiring immovable assets

(including right on land and/or

building);

(2) Selling or otherwise transferring

the immovable assets (including

right on land and/or building);

52

(3) Taking part or participating or

releasing right partly or

entirely in any company or other

entity including but not limited

to establish new company or

dissolve subsidiary;

(ii) Performing Company’s business

activities as banking financial

institution not constituting daily

actions, they are:

(1) Borrowing or issuing debentures

not included in daily business

activities of the Company;

(2) Conducting writing-offs and

charge-offs;

(3) Performing temporary capital

participation and/or debtor’s

assets purchase in order to

salvage credit.

15.4. The involvement of Board of Commissioners as

meant in paragraph 15.3 shall not eliminate

responsibility of the Board of Directors on the

Company’s management.

15.5. a. President Director jointly withone Vice

President Director; or

53

b. 2 (two) Vice President Directors jointly;

or

c. President Director jointly with one

Director; or

d. One Vice President Director jointly with

one Director; or

e. 2 (two) Directors jointly in the event

Company has no President Director and Vice

President Director;

- Shall be entitled and authorized to act for

and on behalf of the Board of Directors and

represent the Company.

15.6. To conduct legal action in form of transaction

having conflict of interest with personal

economic interest of the Directors,

Commissioners, or primary shareholders with the

Company’s economic interest, the Board of

Directors shall require the approval of the GMS

from the shareholders not having conflict of

interest pursuant to regulations of law on

Capital Market.

15.7. In the event that Company has conflict of

interest with personal interest of one Director,

Company shall be represented by other Director

without conflict of interest and in the event

54

that Company has conflict of interest with all

Directors, the Company shall be represented by

Board of Commissioners, one and other without

reducing provision of paragraph 15.6.

MEETING OF BOARD OF DIRECTORS

ARTICLE 16

16.1. Meeting of Board of Directors shall be held at

least once in a month according to the

predetermined schedule or at anytime if deemed

necessary by one or more Directors or at the

written request of Board of Commissioners, or at

the written request of 1 (one) or more

shareholders jointly representing 1/10 (one

tenth) or more of total voting shares.

16.2. Notice for the Meeting of Board of Directors

shall be made by President Director or one of

the Directors.

16.3. The notice for the scheduled Meeting of Board of

Directors together with the meeting material,

shall be delivered to all Directors and shall be

in writing by directly given to all Directors

with sufficient receipt, or by registered mail

or by courier service, or telefax or electronic

mail (e-mail) (in the case of delivered by

55

telefax or e-mail shall be confirmed by written

letter directly given or by registered mail as

soon as possible) no later than 5 (five) days

prior the Meeting of Board of Directors, without

calculating the date of notice and the date of

the Meeting of Board of Directors.

- For unscheduled Meeting of Board of Directors,

the notice for such meeting may be shortened

into 3 (three) days without calculating the date

of notice and date of Meeting of Board of

Directors, with material given to the

participants of meeting no later than before the

meeting.

16.4. The notice for the Meeting of Board of Directors

shall mention the agenda, date, time, and place

of the Meeting of Board of Directors.

16.5. The Meeting of Board of Directors shall be held

at the Company’s domicile or main business

activities within the territory of the Republic

of Indonesia.

- If all Directors present or represented, such

prior notice shall not be required and the

Meeting of Board of Directors may be held

anywhere and entitled to take valid and binding

resolutions.

56

16.6. The Meeting of Board of Directors shall be

chaired by President Director; if the President

Director is absent or unable to attend due to

any reason whatsoever without any requirement to

prove to the third party, the Meeting of Board

of Directors shall be chaired by one Vice

President Director; and if the Vice President

Director not appointed/absent or unable to

attend due to any reason whatsoever without any

requirement to prove to the third party, the

Meeting of Board of Directors shall be chaired

by one of Directors elected by the Directors

present or represented at the Meeting of Board

of Directors.

16.7. One Director may only be represented at the

Meeting of Board of Directors by one other

Director on the basis of power of attorney.

16.8. Meeting of Board of Directors shall be valid and

entitled to take binding resolution if more than

½ (a half) of total incumbent Directors present

or represented at the Meeting.

16.9. Resolution of Meeting of Board of Directors

shall be made on the basis of deliberation for

consensus. In the event that deliberation for

consensus not reached, the resolution shall be

57

made through voting on the basis of affirmative

votes more than ½ (a half) of total incumbent

Directors.

16.10. In the event of equal votes, the Chairperson of

Meeting of Board of Directors shall be entitled

to determine.

16.11. a. Any present Director shall be entitled to

cast 1 (one) vote and additional 1 (one)

vote for any Director being represented;

b. Any Director that personally by any way

whatsoever directly or indirectly has

conflict of interest in a transaction,

contract or proposed contract, in which the

Company is one of the party thereto shall

declare his interest nature at the Meeting

of Board of Directors and shall not be

entitled to vote on anything related to

transaction or contract, unless the Meeting

of Board of Directors provided otherwise;

c. Voting regarding person shall be made by

closed ballot without signature while the

voting regarding other matters shall be

made verbally, unless Chairperson of

Meeting stated otherwise without any

objection from the majority votes.

58

d. Blank and invalid votes shall be deemed not

to cast validly and deemed not exist and

shall not be calculated in determining

total votes.

16.12. Anything discussed and resolved at the Meeting

of Board of Directors shall be made Minutes of

Meeting of Board of Directors.

- The Minutes of Meeting of Board of Directors

shall be made by one of participant of the

Meeting of Board of Directors appointed by

Chairperson of Meeting of Board of Directors and

then signed by all Directors present at the

Meeting of Board of Directors to ensure the

completeness and validity of Minutes of Meeting

of Board of Directors.

- The Minutes of Meeting of Board of Directors

shall be valid evidence to all Directors and the

third party on resolution and anything occurred

at the Meeting of Board of Directors.

- If the Minutes of Meeting of Board of

Directors shall be made by the Notary, such

signing shall not be required.

16.13. a. Other than organizing Meeting of Board of

Directors as meant in article 16.5, the

Meeting of Board of Directors may also be

59

held through televideo conference or through

other electronic media enabling all

participants of Meeting of Board of

Directors to see and listen to each other

directly and participate in the Meeting of

Board of Directors.

b. Minutes of Meeting of Board of Directors

held as meant in paragraph 16.13(a) above

shall be made in writing and circulated to

all participating Directors to be approved

and signed.

c. If the Minutes of Meeting of Board of

Directors shall be made by the Notary, such

signing shall not be required.

16.14. Board of Directors may also take valid

resolution without convening Meeting of Board of

Directors provided that all incumbent Directors

have to give approval by signing such proposal.

Resolution made this way has the same legal

force as that taken validly at the Meeting of

Board of Directors.

60

BOARD OF COMMISSIONERS

ARTICLE 17

17.1. The Board of Commissioners shall at least

consist of 3 (three) Commissioners with the

following composition:

a. One President Commissioner;

b. One or more Vice President Commissioners

(if appointed); and/or

c. One or more Commissioners.

- In the event of vacancy in the Board of

Commissioners, the Board of Commissioners of

Company shall consist of the remaining

Commissioners until the appointment of

substitution pursuant to provision of Articles

of Association.

17.2. Company shall be obliged to have Independent

Commissioners pursuant to regulations of law.

17.3. Commissioners shall be appointed by the GMS from

the qualified candidates pursuant to article 110

of UUPT and regulations on Banking as well as on

Capital Market for duration commencing as of

determined date at the GMS appointing them until

the conclusion of the fourth Annual GMS

following their appointment date without

61

reducing GMS right to terminate them at anytime

pursuant to article 119 of UUPT.

- The office term for Independent Commissioners

shall be maximum 2 (two) terms since the

appointment as Independent Commissioners.

17.4. Among the Commissioners and between the

Commissioner and Director shall not be in family

relationship until the second degree, whether in

straight line or lateral line, or relationship

emerged due to marriage (in-laws).

17.5. In the event due to any reason whatsoever

Commissioner’s position is vacant resulting in

total Commissioners to be less than 3 (three),

no later than 60 (sixty) days upon the vacancy

thereof, a GMS shall be held to occupy such

vacancy by paying attention to regulations of

law.

- A person appointed to replace resigned

Commissioner pursuant to paragraph 17.6 or to

occupy vacancy due to other reason or person

appointed as additional Commissioner shall be

appointed for the period commencing as of the

date determined at the GMS appointing him until

the conclusion of the fourth Annual GMS until

the appointment date without reducing the right

62

of the GMS to terminate anytime pursuant to

article 105 of UUPT.

17.6. a. A Commissioner may be entitled to resign

from his position by giving notification in

writing on his intention to the Company by

paying attention to the provision of this

article.

b. By paying attention to provision of

Articles of Association and regulations of

law:

i. The Company shall be obliged to hold

the GMS within 90 (ninety) days upon

the receipt of resignation letter to

resolve the resignation of the

Commissioner concerned.

ii. The GMS may only refuse the

resignation of such Commissioner if

the resignation resulting in the

violation of Articles of Association

and/or applicable regulations of law;

iii. In the event of no reason to refuse

the resignation as set out in point

ii above, the GMS shall be obliged to

approve such resignation.

63

c. The resigning Commissioner mentioned above

shall be subject to accountability report

on the duties exercised for the office term

since the last report until the resignation

date at the next Annual GMS.

17.7. The position of Commissioner shall be expired if

the concerned:

a. Resigns pursuant to provision of paragraph

17.6;

b. No longer meets requirements of law;

c. Dies;

d. Terminated pursuant to the resolution of

the GMS.

DUTIES AND AUTHORITIES OF THE BOARD OF COMMISSIONERS

ARTICLE 18

18.1. Board of Commissioners shall supervise the Board

of Directors’ policy in running the Company in

general and advise the Board of Directors

pursuant to Article 108 of UUPT.

18.2. a. In exercising their duties, the Board of

Commissioners shall be entitled to ask held

from experts within limited time and

established Audit Committee, Risk

Monitoring Committee, Remuneration and

64

Nomination Committee at Company’s cost

pursuant to regulations of law on Capital

Market and on Banking.

b. The appointment of Committee members as

meant in paragraph 18.2.a shall be

conducted by the Board of Directors

pursuant to the resolution of the Board of

Commissioners.

c. The Committees mentioned in paragraph

18.2.a shall be accountable to the Board of

Commissioners.

18.3. The Board of Commissioners shall at anytime

during Company’s office hours be entitled to

enter building and premise and other places

utilized or controlled by the Company and

entitled to examine all accounts, letters, and

other evidential tools, examine and check cash

flow condition and others and entitled to

realize all actions performed by the Board of

Directors.

18.4. Board of Directors and any Director shall be

obliged to provide explanation on anything asked

by Board of Commissioners.

18.5. The Board of Commissioners pursuant to

resolution of Meeting of Board of Commissioners

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shall be entitled to suspend Director pursuant

to article 106 of UUPT and by paying attention

to the provision of this paragraph.

- In the event of Director suspended by the

Board of Commissioners, the Company shall be

obliged to hold GMS no later than 90 (ninety)

days since the suspension date resolving whether

to revoke or reinforce such suspension

resolution.

- If Company shall not hold GMS within 90

(ninety) days since the suspension or GMS shall

not take resolution, the suspension of Director

shall be void at law.

18.6. In the event of Board of Commissioners managing

the Company in certain situation and for certain

period, Article 118 paragraph (2) of UUPT shall

apply.

18.7. In the event of only one Commissioner, all

duties and authorities granted to President

Commissioner or other Commissioners herein shall

also apply to him.

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MEETING OF BOARD OF COMMISSIONERS

ARTICLE 19

19.1. Meeting of Board of Commissioners shall be held

at least once in two months according to the

predetermined schedule or at anytime if deemed

necessary by President Commissioner or by 2

(two) or more one Commissioners or by Meeting of

Board of Directors or at the written request of

1 (one) or more shareholders jointly

representing 1/10 (one tenth) or more of total

voting shares.

19.2. Provisions as meant in Article 16 (save for

paragraph 16.1) shall mutatis mutandis apply to

Meeting of Board of Commissioners.

BOARD OF SHARIA SUPERVISORS

ARTICLE 20

20.1. In order to run business activities pursuant to

Sharia banking principles, the Company shall

establish and have Board of Sharia Supervisors

(“BSS”) domiciles at the Company’s main office.-

20.2. BSS shall consist of 2 Sharia experts appointed

by the GMS as recommended by National Sharia

Board – Indonesian Ulema Council (DSN – MUI) by

paying attention to regulations of banking and

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for duration commencing as of determined date at

the GMS appointing them until the conclusion of

the third Annual GMS following their appointment

date without reducing GMS right to terminate

them at anytime by paying attention to

regulations of law.

20.3. BSS shall act independently and have duties and

functions to advise and suggest the Board of

Directors as well as supervise Company’s sharia

business unit activities to be implemented

pursuant to and not against Sharia principles.

20.4. In exercising duties and functions mentioned in

paragraph 20.2, BSS may perform action as set

out in regulations of law.

20.5. The annual report of BSS supervision shall be

presented to the Board of Directors to be

contained in the Company’s annual report.

20.6. Honorarium and/or other allowance for BSS

members shall be determined by the Company

pursuant to regulations of law.

WORKING PLAN, FISCAL YEAR AND ANNUAL REPORT

ARTICLE 21

21.1. The Board of Directors shall submit working plan

containing Company’s annual budget to the Board

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of Commissioners to be approved, prior to the

beginning of the fiscal year.

21.2. The Company’s fiscal year shall run from the 1st

(first) day of January to the 31st (thirty first)

day of December. At the end of December each

year, the Company’s book shall be closed.

21.3. The Board of Directors shall prepare and provide

as well as announce Company’s annual report

pursuant to Article 66 to Article 68 of UUPT,

and announce the balance sheet and profit loss

report constituting part of Company’s financial

statement in nationally circulated Indonesian

newspaper pursuant to regulations on Capital

Market.

UTILIZATION OF NET PROFIT AND DIVIDEND DISTRIBUTION

ARTICLE 22

22.1. The utilization of Company’s net profit shall be

determined by the GMS pursuant to Article 70 and

Article 71 of UUPT.

22.2. Company may distribute interim dividend before

the end of Company’s fiscal year pursuant to

Article 72 of UUPT.

22.3. For dividend not taken by Shareholders, Article

73 of UUPT shall apply.

69

22.4. The reserve not utilized to cover loss and total

reserve exceeding 20% (twenty percent) of total

subscribed and deposited capital whose

utilization not regulated by the GMS shall be

managed in proper manner on Board of Directors’

consideration upon the approval of the Board of

Commissioners as well as by paying attention to

regulations of law.

DISSOLUTION AND LIQUIDATION

ARTICLE 23

23.1. In the event of Company’s dissolution, it shall

be liquidated pursuant to Article 142, Article

143, and Article 147 to Article 152 of UUPT.

23.2. The remaining assets of Company after

liquidation shall be distributed to class A and

class B shareholders in accordance with total

shares proportion.

MISCELLANEOUS

ARTICLE 24

Anything not or not sufficiently regulated herein shall

be resolved by the GMS by paying attention to

regulations of law and Articles of Association.