EXHIBIT 10.13D
COOPERATIVE AGREEMENT
IN THE MATTER OF
ESTABLISHMENT OF A JOINT VENTURE TO PROVIDE
CELLULAR PHONE SERVICES
BETWEEN
PT. TELEKOMUNIKASE INDONESIA
YAYASAN XXXX PENSIUN PEGAWAI PT. TELKOM
AND
PT RAJASA HAZANAH PERKASA
Number: PKS 234 / HK.810/UTA-00/95
This agreement was made on Thursday, November thirtieth, in the year nineteen
hundred and ninety five, in Jakarta, between":
1. PT. TELEKOMUNIKASI INDONESIA, NPWP 1.000.013.1201, which was established
by the document number 128 of Notary XXXX XXXXXXX SH, in Jakarta, September 24,
1991 and modified by document number 74, July 25, 1995 and document number 15,
August 7, 1995, legalized by the minister of Justice of the Republic of
Indonesia with decision number C2-9834.HT.01.04.Th.95, August 8, 1995, located
at Jln. Japati number 1, Bandung, in this legal matter represented by SETYANTO
X. XXXXXXX, Principal Director, and referred to hereafter in this agreement as
TELKOM.
2. YAYASAN XXXX PENSIUN PEGAWAI PT. TELKOM [Pt. Telkom Workers' Pension Fund
Foundation], established by document number 65 of Notary Wiratni Achmadi SH, on
December 12, 1982 in Bandung and whose statutes were announced in the Berita
Negara Republik Indonesia number 78 tambahan negara number 22, and modified with
notarial document number 72, January 2, 1987, located on Jl. Diponegoro number
42, Bandung, in this legal matter represented by RUBINI SUPARAN, manager,
hereafter in this agreement referred to as YDPP TELKOM.
3. PT. RAJASA PERKASA, NPWP 1.374.427.126, established by document number 22
of Notary Pariwondo Soekarno SH, in Jakarta on December 17, 1984, legalized by
the Minister of Justice of the Republic of Indonesia, number C2-
6866.HT.01.04.TH.85, May 8, 1985 and modified by notarial document number 15,
drawn up by Notary Pariwondo Soekarno SH, dated May 10, 1985 and number 34,
August 14,1985, legalized by the Minister of Justice of the Republic of
Indonesia, number C26866.HT.01.04.TH.85, October 29, 1985, and further modified
by notarial document number 41, drawn up by Notary Ny. Machmudah Rijanto SH, in
Jakarta, February 23, 1995, located at Xx. Xxxxxxx Xxxxx xxxxxx 0, Xxxxx
Xxxxxxx, in this legal matter represented by XXXXX XXXXXXXXX, Director, and
to approve the legal actions described below, signed by HUTOMO MANDALA PUTRA in
his position as Commissioner, hereafter in this agreement referred to as RHP.
Taking into consideration the following,
a. that TELKOM, based on regulation no. 3, 1989, in connection with government
regulation no. 25 1991, is the Executing Agency empowered to coordinate internal
telecommunications services;
b. that RHP with letter number 856/RHPMS/IX94, September 8, 1994, requested
that the Minister for Tourism, Post and Telecommunications (MENPARPOSTEL) enter
into a joint venture to provide cellular telephone services in collaboration
with TELKOM;
C. that MENPARPOSTEL with letter to RHP number PB.301/1/25/MPPT-95, April 28,
1995, agreed to the cooperation detailed in b above;
d. that the management of TELKOM with letter TEL.320/HK810/SEK-30/95,
September 7, 1995, to the Minister of Finance, requested approval to form a
joint venture among RHP, TELKOM and YDPP TELKOM to provide cellular phone
service;
e. that the Board of Commissioners of TELKOM with letter number
198/DK/K/X/95,' October 19, 1995 to the Minister of Finance supported the
formation of the said joint venture among RHP, TELKOM and YDPP TELKOM to provide
cellular phone services;
f. that MENPARPOSTEL with letter number KS.001/3/4/MPPT-95, September 25, 1995,
to the Minister of Finance supported the formation of the said joint venture
among RHP, TELKOM and YDPP TELKOM to provide cellular phone services;
g. that the Minister of Finance as TELKOM stockholder through letter number
S611/MK.016/1995, October 23, 1995, agreed to the involvement of TELKOM as
stockholder in the said joint venture.
having reached agreement, TELKOM, RHP and YDPP TELKOM are all bound in this
Cooperative Agreement in the matter of the Establishment of a Joint Venture to
Provide Cellular Telephone Services, with the conditions and stipulations
delineated in the following articles:
ARTICLE 1
DEFINITION
(1) Unless specified to the contrary in the following articles and attachments,
the words written in the Agreement and Attachments have the following meanings:
Perjanjian (Agreement) refers to the Cooperative Agreement in the matter of
the Establishment of a Joint Venture to Provide
Cellular Telephone Services
Persetujuan (Agreement) refers to each agreement based on the rules and
regulations in effect, that is needed to establish a
company so that the Parties can share ownership in the
capital of the company so the company can operate and
carry out its efforts as laid out in this Agreement.
Anggaran dasar (Statutes)(also called Akte Pendirian) refers to the statutes of
the company in the Indonesian language, including
changes agreed to by all Parties and authorized by the
Minister of Justice.
Modal dasar (Capital) refers to the financial capital of the company
Perseroan (Company) refers to a limited (incorporated) company established
by the Parties based on this Agreement and the
regulations in effect as delineated in Article 6 of
this Agreement.
Dewan Komisaris
(Board of Commissioners) refers to the Board of Commissioners of the company
Direksi
(Management Board) refers to the Board of Directors of the company
Pemegang saham
(Shareholders) refers to each owner of stock/shares listed in the list
of shareholders of the company
Xxxx xxxx hasil STKB-C
(Profit-sharing) means (i) Cooperative Agreement for the Development of
XXXXX Xxxxx 0 Xxxxxxx Xxxxxxx with profit sharing
with a capacity of 10.000 sst between TELKOM and RHP
number 62/KS010/UTAOO/85, April 28 1985; (ii)
Cooperative Agreement for the Development of XXXXX
Xxxxx 00 Xxxxxxx Xxxxxxx with profit-sharing with a
capacity of 5.000 sst between TELKOM and RHP number
22/KS010/UTAOO/89, January 23, 1989; (iii) Cooperative
Agreement for the Development of STKBC Phase III
Jakarta Bandung with profit-sharing with a capacity of
16.000 sst between TELKOM and RHP number
312A/KS010/UTAOO/91, June 13 1991 (hereafter in this
Agreement referred to as PBH STKB-C)
Rupiah refers to the legal tender of the Republic of Indonesia
Saham (Share/Stock) refers to shares which are recorded as the capital of
the company and are issued in the name of the
shareholders as listed in the List of Shareholders
(2) All titles in the articles of this Agreement are intended only to aid
understanding and are not to be used to interpret or conclude the meaning or
intent of the Agreement.
ARTICLE 2
ESTABLISHMENT OF THE COMPANY
(1) The Parties agree to establish a joint venture in the form of a limited
(incorporated) company, hereafter referred to as Perseroan, with statutes that
will be formalized before a Notary in Jakarta, to be chosen by the Parties.
(2) The company will be established based on the rules and regulations of the
Republic of Indonesia.
(3) Each and every matter related to establishment of the company according to
the rules in effect is the joint responsibility of the Parties as determined in
another section of this Agreement.
(4) The Parties are obliged to submit each and every appeal/application for the
agreement and approval needed to establish and manage the company in order to
allow and ensure that the company can carry out its business following other
agreements connected with this Agreement and the rules and regulations in
effect.
(5) The Parties agree that at the time of the establishment of the Company and
during its operations, they will endeavor to improve and develop the said
Company, including but not limited to maximal efforts to allow the company to
increase implementation of telecommunications services as agreed by the
Government in accordance with the rules and regulations currently in effect and
compatible with the goals and objectives of the Company.
ARTICLE 3
COST OF ESTABLISHING THE COMPANY
Funds that have been and will be issued by the Parties for the establishment of
the company based on this Agreement become the responsibility of each Party,
except:
a. funds for appraisal of STKB-C assets will be the responsibility of all
Parties
b. funds that are directly connected with the establishment of the
Company, limited by (i) notary fees related to official documents on
the forming of the company, and the cost of announcing the company in
Berita negara, (ii) taxes having a connection with the transfer of
STKBC assets based on this Agreement, which are to be handled by the
Parties according to the rules and regulations in effect.
c. Funds connected with development of the STKB-C infrastructure
including establishment of the Company, excluding the STKB-C
Cooperative Profit-sharing Agreement, which are issued by each Party,
which do not include appraisal costs, the level of which is to be
decided later by TELKOM and RHP and calculated as a Company debt
ARTICLE 4
GOALS AND OBJECTIVES OF THE COMPANY
(1) The Parties are in agreement that the Company has the following goals and
objectives:
a. To provide telecommunications facilities and services related to a
development of a Mobile Cellular Telephone
Network, in accordance with the current laws and regulations
b. To achieve the above goals and objectives, the Company will engage in
the following activities, among others:
1. planning, engineering, building, providing, owning, developing,
operating and maintaining the STBS facilities to support
implementation of the above telecommunications services
2. Improving the capacity of the STBS facilities in order to
increase telecommunications services to society at large
3. Providing maintenance and repair services as well as STBS
equipment
4. Carrying out research, testing and development of mobile cellular
telephone technology, as considered necessary by the Company's
Board of Management.
5. Carrying out activities that are as widespread as possible in the
manner and form authorized by the rules and regulations currently
in effect.
(2) The Company can collaborate and/or participate in other company's business
both in Indonesia and outside, where the goals and objectives are the same
or similar to those of the Company.
ARTICLE 5
DURATION OF THE COMPANY
In accordance with this Agreement, the Company will be established for a
duration of seventy five (75) years, calculated from the date the company
statutes were agreed.
ARTICLE 6
NAME AND LOCATION OF THE COMPANY
The name of the Company to be established will be PT. MOBILE SELULAR INDONESIA,
shortened as MOBISEL, or another name agreed by all the parties involved. It
will have a headquarters office in Jakarta, with branch offices or
representatives elsewhere, both within and outside Indonesia, as determined by
the Company's Management Board with the approval of the Board of Commissioners.
ARTICLE 7
COOPERATION WITH TELKOM AS EXECUTING BODY
MOBISEL as Third Party for telecommunications services will enter into an
agreement with TELKOM so that TELKOM will become Executing Body for Internal
Telecommunications Services, among other things for collaboration in human
resources and interconnection of the STBS network with the Public Switch
Telephone Network (PSTN), based on the agreement of the Parties.
ARTICLE 8
CAPITAL
(1) The basic capital of the company consists of Rp. 100.000.000.000.--,
comprised of 50.000.000 (fifty million) shares valued at a nominal rate of Rp.
2.000. - each (two thousand rupiah).
(2) Of the capital described in clause (1) above, the amount of Rp.
00.000.000.000.-- (forty one billion, five hundred eighty-nine million, seven
hundred twenty-eight thousand rupiah) will deposited in cash and or in kind by
TELKOM, YDPP TELKOM and RHP or 20.794.864 (twenty million, seven hundred ninety-
four thousand, eight hundred sixty-four) shares will likewise be deposited, as
delineated below:
a. 25% or Rp. 00.000.000.000.-- (ten billion, three hundred ninety-seven
million, four hundred thirty-two thousand rupiah) or 5.198.716 (five
million, one hundred ninety-eight thousand, seven hundred sixteen)
TELKOM shares
b. 5% or Rp. 2.079.486.000.-- (two billion, seventy-nine million, four
hundred eighty-six thousand rupiah) or 1.039.743 (one million, thirty-
nine thousand, seven hundred forty-three) YDPP TELKOM shares
c. 70% or Rp. 00.000.000.000.-- (twenty-nine billion, one hundred twelve
million, eight hundred ten thousand rupiah) or 14.556.405 (fourteen
million, five hundred fifty-six thousand, four hundred five) RHP
shares
(3) The depositing of capital described in clause (2) a, b, and c above will be
carried out by each Party as explained below:
a. TELKOM's deposit of Rp. 00.000.000.000.-- (ten billion, three hundred
ninety-seven million, four hundred thirty-two thousand rupiah) will be
calculated from the results of the valuation of equipment and
facilities of
the STKB-C Profit-sharing Project which becomes the property of TELKOM
as intended by clause (4) a of this Article.
b. YDPP TELKOM's deposit of Rp. 2.079.486.000.-- (two billion, seventy-
nine million, four hundred eighty-six thousand rupiah) in the form of
a pure grant of equipment and facilities from the STKB-C Profit-
sharing Project, which becomes the property of RHP for and in the name
of YDPP TELKOM.
c. RHP's deposit of Rp. 00.000.000.000.-- (twenty-nine billion, one
hundred twelve million, eight hundred ten thousand rupiah) will be
calculated from the results of the valuation of the equipment and
facilities of the STKB-C Profit-sharing Project, which becomes the
property of RHP as intended by clause (4) b of this Article.
(4) The Parties agree to enter the value of the PBH STKB-C assets as of
December 31, 1994, as a capital deposit of TELKOM, YDPP TELKOM and RHP to
establish the company, the value of which has been calculated over a ten
year period and agreed to be a total of Rp. 00.000.000.000 (fifty-two
billion, three hundred forty-two million, three hundred twenty-six
thousand, one hundred forty rupiah), broken down as follows:
a. Value of the assets which will become the property of TELKOM in the
amount of Rp. 00.000.000.000 (seventeen billion, seven million, five
hundred eighty-two thousand, three hundred ninety-two rupiah);
b. Value of the assets which will become the property of RHP in the
amount of Rp. 00.000.000.000 (thirty-five billion, three hundred
thirty-four million, seven hundred forty-three thousand, seven hundred
forty-eight rupiah);
From the valuation of the PBH STKB-C assets as of December 31, 1994, it is
intended that TELKOM, YDPP TELKOM and RHP make a capital deposit of Rp.
00.000.000.000,-- (forty-one billion, five hundred eighty-nine million, seven
hundred twenty-eight thousand rupiah) as laid out in clause (2), while the
remainder of the RHP debt as of June 30, 1995 to Svenska Handelsbanken to buy
infrastructure equipment for STKB-C Phase III, is Rp. 00.000.000.000,-- (ten
billion, seven hundred fifty-two million, five hundred ninety-eight thousand,
one hundred forty rupiah) will be transferred to the company. The remains of the
RHP debt
which will fall due July 31, 1995, until such time as the operation of STKB-C is
handed over to the company, will be paid by RHP to Svenska Handelsbanken, with
the understanding that the amount will be repaid to RHP by the company.
The Parties are in agreement that a difference of more than the calculated value
of TELKOM's property according to clause (3) a and (4) a of this Article, will
be the responsibility of RHP, in the amount of Rp. 6.610.150.392,-- (six
billion, six hundred ten million, one hundred fifty thousand, three hundred
ninety-two rupiah), and RHP is obligated to pay this amount to TELKOM within one
month calculated from the date of signing of this Agreement.
(5) On the understanding that the new Company can operate after its statutes
are authorized by the Minister of Justice, then:
a. It is agreed that the transfer of PBH STKB-C operational assets to the
Company will come into effect as of the 20th of the month in which the
statutes are authorized by the Minister of Justice, with the
stipulation that if the statutes are authorized on the 20th of any
month, then the operation of the company will begin on that day.
b. It is agreed that the transfer of STKB-C income to the Company will
begin to be calculated from one month before the 20th as defined in a
of this clause, which will be collected the following month.
c. The STKB-C Cooperative Profit-sharing Agreement between TELKOM and RHP
is still in effect during the time that the stipulations in clause (5)
a above are not met.
(6) Shares that are still in reserve will be issued according to the need for
working capital, at the time and according to the conditions established by
the management with the agreement of the Board of Commissioners, while
heeding the regulations in the statues of the Company, as long as the
shares are not sold at a price below the market rate.
This decision and the announcement of it must stipulate the amount to be
paid and the date due, and must be sent by the management in a registered
letter or by courier to each shareholder, based on the last address listed
in the list of shareholders.
(7) When the shares in reserve are going to be issued then the shareholders
must be given the first opportunity to buy them, ahead of the public
announcement 30 calendar days. That time period can be extended by the
Company's management after they broadcast their intention to sell shares
and each shareholder can buy them, as much as possible according to the
number of shares they already own and in accordance with the stipulations
in clause (2).
(8) All remaining shares must be sold within ten years, calculated from the
date of authorization of the statutes of the company by the Minister of
Justice, except if the time period is extended by the authorized parties if
deemed necessary, and at the request of the management.
(9) If the basic amount of the capital established at the General Meeting of
Shareholders increases, then further shares can only be placed on the
market by the management at the time and with the conditions stipulated by
the management meeting, and the management meeting must stipulate share
prices as well as other conditions as seen necessary, but not at prices
below the market rate.
(10) If there is a further increase in shares, then the management must offer
them first to shareholders whose names are already listed in the list of
shareholders, with prices based on the book rate and for one month after
the offer is made, the shareholders will be given the opportunity to buy
shares before they are issued publicly, equal to the ratio of shares they
already own.
(11) In the case of shareholders who are slow or negligent in making payments to
the Company for their shares, the management has the right to collect the
payment by giving a collection letter 14 days before the payment date.
(12) In connection with clause (8) above, if payment is not made within 14 days
of receipt of the collection letter, then the shareholder in question must
pay interest on the total amount owed, calculated from the payment date,
until the entire price of the shares is paid in full.
(13) The management is empowered to offer the shares to other potential buyers,
if within the stated time the shares are not paid in full by the listed
shareholders.
(14) Without lessening the stipulations in this Article, shareholders in arrears
does have the right to take advantage of offers to buy new shares issued by
the company
until their debt is deemed by the Company to have been paid in full
including interest.
(15) The company will be funded with its own capital, and in addition, loans
from certain sources at the best money market rates, maintaining a maximum
ratio of 75:25 between debt and share capital.
ARTICLE 9
SHARES/STOCK
(1) All company shares are issued in the names of the shareholders as listed in
the list of company shareholders.
(2) The company will only recognize one individual or one legal organization as
the owner of a share.
(3) If a share, through whatever means, becomes the property of several people
or legal organizations, then the owners are required to name one person as
trustee, and only that person has the legal rights associated with
ownership of the share.
(4) If the stipulation in clause (3) above has not yet been made, i.e. a
trustee has not yet been named, no one has the right to speak in the
General Meeting of Shareholders as a representative of that share, and
dividend payments for that share will be postponed.
(5) Legally a shareholder must submit to the statutes of the Company and to the
decisions taken according to law in the General Meeting of Shareholders.
ARTICLE 10
SHARE LETTER (stock certificate)
(1) The company must issue stock certificates (share letters) for each share
that is sold.
(2) On the stock certificate is written the name of the owner and a sequential
number, and the certificate is signed by the Principal Director and the
Principal Commissioner.
(3) Collective stock certificates can be issued as proof of ownership of two or
more shares; in such a collective stock certificate, the total number of
shares owned must be specified and the sequential number for each share
must be recorded, along with the signatures of the Principal Director and
Principal Commissioner.
(4) On each stock certificate or collective stock certificate, the issue date
must be recorded and the specifications regarding transfer of ownership, as
well as other conditions in effect for that share according to the
stipulations in the company's statutes.
ARTICLE 11
REPLACEMENT STOCK CERTIFICATES
(1) If a stock certificate becomes worn/damaged and cannot be used anymore, the
management can issue a replacement in response to a request from the
shareholder.
(2) The original stock certificate then will be destroyed and this fact will be
reported at the General Meeting of Shareholders by the management.
(3) If a stock certificate is lost, then the shareholder may request a
replacement from the management, subject to the opinion of the management
as to whether there is sufficient proof of the loss, as judged on a case-
by-case basis.
(4) After a replacement stock certificate is issued, then the original
certificate is no longer valid according to the Company.
(5) If for some other reason a stock certificate is deemed by management to
require replacing, then the shareholder must submit the stock certificate
to be replaced by a new one.
(6) All costs related to the issuance of a new stock certificate are the
responsibility of the shareholder, except replacement of stock certificates
as in clause (5) above, where replacement is initiated by the management,
in which case the costs are the responsibility of the Company.
(7) The stipulations in the above clauses apply also to the replacement of
collective stock certificates.
ARTICLE 12
LIST OF SHAREHOLDERS
(1) A list of the holders of all shares is to be drawn up and kept at the
Company office. In the list of shareholders is listed the names of the
owners of shares as well as their home addresses and any other information
deemed necessary by the management and/or required by the rules and
regulations currently in effect.
(2) Shareholders must inform the Company of each change of address with a
letter to the Management. Before such a letter is received, all
notifications and announcements are to be considered legal if addressed to
the latest address on the list of shareholders.
(3) Transfer of the right to a share from one person or company to another must
be based on an official transfer document signed by the original owner and
the designated new owner or their representatives, or the transfer must be
based on other documents which according to the Management can be
considered legal proof of the transfer.
(4) The transfer of rights to a share must be accompanied by a written note on
the list of shareholders. On the stock certificate must be written the date
of the transaction and the signature of the Principal Director and the
Principal Commissioner.
(5) Every share used as security or transfer of rights to shares or other
guarantee regarding shares must be written in the list of shareholders as
specified by the management, based on proof received by the management in
relation to the security or rights transfer or other guarantee.
Admission/acknowledgment of shares used as security, rights transfer or
other guarantee, as required by Article 1153, Code of Civil Regulations
[Kitab Undang-Undang Hukum Perdata], can only be considered proved if the
list of shareholders includes a note about the security, guarantee or
transfer of rights.
(6) Transfer of rights to a share is only allowed if all stipulations in the
statutes of the Company are fulfilled.
(7) From the time a letter is issued calling a shareholders' meeting, to the
end of that meeting, transfer of rights to shares is not permitted.
(8) The management must store and maintain the list of shareholders in the best
possible manner.
(9) Each shareholder has the right to see the list of shareholders during the
working hours of the Company office.
ARTICLE 13
TRANSFER OF RIGHTS TO SHARES
(1) Selling and transfer of rights to shares is only permitted to other
shareholders or to parties designated by the
general Meeting of Shareholders and with the approval of the management.
(2) Shareholders who wish to sell shares must make a written offer to the other
shareholders before the shares can be offered to the public, and must
specify price per share; they further must submit a written report to the
management regarding the offer above.
(3) Other shareholders have the right to buy shares offered, within 30 calendar
days of the offer being issued, and they have the right to buy a number of
shares in accordance with the ratio of total shares owned.
If within 30 days as stipulated above there is no answer from the
shareholders with the right to have first offer, then the shareholder who
wishes to sell shares must submit a second written offer by way of a
registered letter or courier.
(4) If within 30 calendar days from the second written announcement of intent
to sell, there still is no buyer, then it should be considered proven that
the shareholders do not want to exercise their right to purchase the
offered shares, and the shares can be offered at the same price to other
shareholders, or with the agreement of the General Meeting of Shareholders,
to a third party, in both cases according to the specifications and at a
price as close as possible to the price in the first offer.
(5) Other forms of transfer of rights to shares, except selling the shares, and
with the exception of inherited shares, are only permitted with the
authorization of the General Meeting of Shareholders.
(6) While any of the above transfer processes is started but still incomplete,
the shareholder is deemed not to have a legal say in the General Meeting of
Shareholders, and dividend payments are suspended.
ARTICLE 14
MANAGEMENT
(1) The Company is organized and led by a Management Board which consists of a
Principal Director and as many as 4 (four) other Directors.
(2) The members of the Management Board are nominated and dismissed by the
General Meeting of Shareholders. The
members of the Management Board are nominated for a period of five (5)
years and their terms can be extended, although the General Meeting of
Shareholders reserves the right to dismiss Management Board members
anytime.
(3) Management Board members receive a salary and certain other
facilities/support, including insurance, the method of payment and amount
to be established by the General Meeting of Shareholders.
(4) If for some reason one of the places on the Management Board is vacant,
within 30 calendar days after the vacancy occurs a General Meeting of
Shareholders must be called in order to fill the vacancy, according to
clause (2) of this Article.
(5) Shareholders may nominate candidates for the vacant position on the
Management Board, with the following stipulations:
a. RHP must propose at least 2 candidates for one vacant Principal
Director position, and four candidates to fill 2 Director positions.
b. TELKOM must submit at least 2 candidates to fill one Director
position.
C. YDPP TELKOM must propose at least 2 candidates to fill one Director
position.
(6) Vacancies, as defined in clause (4) above, must be filled by candidates
proposed by the shareholders as described in clause (5).
ARTICLE 15
DUTIES AND AUTHORITY OF THE MANAGEMENT BOARD
(1) The principal duties of the Management Board are:
a. to lead and organize the Company according to its objectives and to
strive to increase the effectiveness and efficiency of the Company.
b. to control, maintain and organize the Company's assets
(2) The Management Board is the representative of the Company within and
outside the jurisdiction and carries out all actions and measures, both
related to management of the company and related to its property, and acts
as the link between the Company and third parties, with the limitations
outlined in clauses (3) and (4) below.
(3) The actions of the Management Board as described below must be approved by
the Board of Commissioners:
a. to borrow money on a short-term basis, taking into consideration the
stipulations in clause (4) d of this Article.
b. to offer loans on a short-term basis in the name of the Company
c. to manage the Company's fixed assets, arranging for short-term credit
as necessary
d. to liquidate moveable fixed assets, erase bad debts, and get rid of
property up to and not exceeding the level stipulated by the General
Meeting of Shareholders.
e. to change the system of remuneration of the Company
(4) The actions listed below can only be carried out by the Management Board
with the knowledge and consideration of the Board of Commissioners, and
after receiving written approval from the General Meeting of Shareholders:
a. to liquidate or put up as security the Company fixed assets in
accordance with clause (3) c and d of this Article.
b. to participate in the Company or in other companies or agencies or to
organize new companies.
c. to relinquish part or all participation in the Company or in other
bodies.
d. to give long- or medium-term loans or to take short-term loans that
are not operational in nature, in excess of the amounts specified by
the General Meeting of Shareholders.
e. to commit the Company as guarantor in a manner that has financial
implications in excess of the amounts specified by the General Meeting
of Shareholders.
f. to fail to demand payment of debts and to liquidate bad debts as well
as to get rid of unwanted property up to the limit established by the
General Meeting of Shareholders in accordance with clause (3) d.
The Board of Commissioners will offer suggestions and advice to the General
Meeting of Shareholders on various matters that are submitted for decision, as
laid out in clause (4) a to f above.
(5) The Principal Director has the right and the authority to act for and in
the name of the Management Board as well as to represent the Company. In
the case that the Principal Director does not attend a General Meeting or
if he or she is held up for some reason, which does not have to be
justified to a third party, then one of the other members of the Management
Board who is so designated by the Principal Director or the Board of
Commissioners, has the right and the authority to act for and in the name
of the Management Board and to represent the Company.
(6) The Management Board for certain actions has the right to nominate one or
more persons as representatives or trustees by giving the person or persons
the power delineated in the letter of authority.
(7) In the case of a vacancy in the Principal Director's position, all duties
and authority vested in the Principal Director within the Company statutes
can be adopted by one of the other Directors who is nominated by the Board
of Commissioners.
(8) The division of duties and authority among the members of the Management
Board is organized and established based on their agreement and with the
approval of the Board of Commissioners.
(9) In the case that the Company has priorities that are at odds with the
personal priorities of one of the Management Board members then the Company
will be represented by another Board member; and, in the case that the
Company has priorities that are at odds with the priorities of all the
Management Board members, then the Company will be represented by the Board
of Commissioners.
ARTICLE 16
MANAGEMENT BOARD MEETINGS
(1) The Management Board will hold meetings at least once every month or
whenever it is deemed necessary by the Principal Director or at the
suggestion of at least 2/5 (two-fifths) of the members of the Management
Board, with a statement of matters to be discussed. Management Board
meetings will be held in the Company office or in another location in the
region of the Republic of Indonesia as determined by the Management Board.
(2) A summons for the Management Board to meet will be made by the Board
member/s empowered to represent the Management Board, according to clause
(5) of Article 13.
(3) A summons for the Management Board to meet must be delivered to each member
of the Board directly, and a signature must be received from each member
thus contacted, at least seven calendar days before the meeting is to be
held, not counting the day the summons is delivered and the day of the
meeting. The time period above may be shortened in accordance with the
consideration and decision of the Principal Director, to discuss matters of
an urgent nature.
(4) The summons must record the proposed agenda for the meeting as well as the
time and place it is to be held.
(5) If all members of the Management Board or their representatives are in
attendance already, then the summons in advance is not necessary and the
meeting can be held anywhere and the attendees are empowered to take the
necessary decisions.
(6) Management Board Meetings are led by the Principal Director. In the case
that the Principal Director cannot attend or is held up, the reasons for
which need not be justified to a third party, the Meeting will be led by
one of the other Directors who is nominated by the attendees.
(7) A member of the Management Board can only be represented at a meeting by
another Board member, based on the letter of authorization.
(8) Meetings of the Management Board are legal and are empowered to make
decisions with the agreement of at least 3/5 (three-fifths) of the members
or the representatives, if the Board members representing TELKOM, YDPP
TELKOM or RHP are included in the 3/5, and when the summons to the meeting
was delivered legally and in accordance with the stipulations in the
Company's statutes.
(9) When, as explained in clause (8), the representatives of TELKOM, YDPP
TELKOM or RHP do not answer the summons to meet twice in a row then at the
third meeting the Management Board is empowered to take decisions with the
approval of at least 3/5 of the members who are in attendance or
represented at the meeting, if the summons for the third
meeting was delivered legally and in accordance with the stipulations in
the Company's statutes.
(10) Decisions of the Management Board must be reached through a process of
discussion and consensus. If this is not possible, then a decision is reached
based on the vote of the majority of members or their representatives present at
the meeting. If there is a tie, then the final decision is made by the Principal
Director.
(11) Each member of the Management Board who attends a meeting has the right to
cast one vote and one extra proxy vote for any other member he or she is
representing. Voting on an issue related to a member him or herself is done by
means of a folded, unsigned ballot while voting about other matters is done
orally, except if the Meeting Leader decides otherwise and there are no
objections from the other members. Blank and ruined ballots are not counted.
(12) Minutes must be taken of each meeting of the Management Board, and must be
signed by each person who attends the meeting. The signed minutes of the
Management Board meetings serve as legal proof of the decisions that were taken.
(13) The Management Board may also make legal decisions without holding a formal
meeting, with the stipulation that all members must receive a written
announcement of the proposal and every member must agree to the proposed action
in written form and sign it. Decisions taken in this manner have the same force
as decisions taken legally in meetings.
ARTICLE 17
BOARD OF COMMISSIONERS
(1) The Board of Commissioners acts as supervisor or controller of the Company
business carried out by the Management Board.
(2) The Board of Commissioners consists of a Principal Commissioner and as many
as four (4) other Commissioners.
(3) The members of the Board of Commissioners are nominated and dismissed by
the General Meeting of the Shareholders. Commissioners are nominated for a
period of three (3) years and their terms can be extended, or, without lessening
the right of the General meeting of the Shareholders, they can be dismissed.
(4) The members of the Board of Commissioners may receive honoraria and other
support, the types and amounts to be determined by the General Meeting of the
Shareholders.
(5) If for some reason a position on the Board of Commissioners becomes vacant,
within thirty (30) calendar days of the vacancy occurring, a General Meeting of
the Shareholders must be called in order to fil1 the position according to the
stipulations in clause (3).
(6) Candidate members for the Board of Commissioners are proposed by TELKOM and
RHP with the following stipulations:
a. TELKOM has the right to propose at least two (2) candidates to fill 1
position as Principal Commissioner, and two (2) candidates to fill 1
Commissioner position.
b. RHP is empowered to propose at least six (6) candidates to fill
Commissioner positions.
(7) Vacancies as defined in clause (5) must be filled by candidates that are
proposed by shareholders, as explained in clause (6).
ARTICLE 18
THE DUTIES AND AUTHORITY OF THE BOARD OF COMMISSIONERS
(1) The Board of Commissioners, both together and individually at all times
during the Company's working hours has the right to enter the building and the
rooms therein, or other places used or controlled by the Company, and has the
right to check the books, letters, evidence, to check and reconcile the xxxxx
cash, and so on, as well as to know all actions carried out by the Management
Board.
(2) The Management Board and each of its members is obligated to give
explanations regarding all matters related to the Company, if questioned by the
Board of Commissioners
(3) The Board of Commissioners, with the largest vote, is at all times
empowered to suspend one or more of the members of the Management Board from
their work, if he/she/they act contrary to the statutes of the Company or if
he/she/they neglect their duties.
(4) Before a member of the Management Board is suspended, he or she must
receive a written letter of intent to dismiss, including the reasons for the
dismissal action.
(5) Within thirty (30) calendar days of the suspension, the Board of
Commissioners must call a General Meeting of the Shareholders. At this meeting
the members will decide if the
suspended Management Board member will be dismissed permanently, or returned to
his or her position on the Board. The suspended member must be allowed to attend
the meeting and depend him or her self. This meeting will be led by the
Principal Commissioner and if he or she does not attend, by one of the other
Commissioners appointed for the duty in a written letter by the Principal
Commissioner.
(6) If a General Meeting of the Shareholders is not called within thirty (30)
calendar days of the suspension, then the suspension is canceled and the
suspended person may assume his or her position on the Board once again.
(7) If the members of the Management Board are temporarily suspended as
explained in clause (3) and if the Company as a result has no members of the
Management Board, then the Board of Commissioners is obligated to assume the
responsibilities of the Management Board to organize the work of the Company.
(8) In the case that there is only one Commissioner, then all the duties and
authority given to the Principal Commissioner or the other Commissioners in the
statutes of the Company, fall to the single Commissioner.
(9) The Board of Commissioners may and has the right and the authority in the
matter of the General Meeting of the Shareholders, as follows:
a. to give opinions and advice to the shareholders about development
plans for the Company, work plans and Company statutes as well as changes and/or
additions, annual financial reports, occasional reports and other reports from
the Management Board.
b. to monitor and supervise the implementation of the work plan and
statutes of the Company as well as to submit evaluation reports to the General
Meeting of the Shareholders.
c. to follow the development of the Company's activities, and in all
matters related to the Company to watch for and indicate signs of decline, to
promptly report such signs to the shareholders along with suggestions regarding
steps that should be taken to improve the situation.
d. give opinions and advice to the shareholders about all other problems
considered to be important to the management of the Company.
e. undertake other monitoring duties specified by the General Meeting of
the Shareholders
f. to submit regular reports to the shareholders (quarterly, annual), as
well as other reports as necessary regarding development of the Company and
results of its activities.
ARTICLE 19
MEETINGS OF THE BOARD OF COMMISSIONERS
(1) The Board of Commissioners is required to hold meetings at least once every
three months, and the Management Board may be invited to attend such meetings.
Board of Commissioners' meetings are held in the Company offices or at another
location in the region of the Republic of Indonesia, as determined by the Board
of Commissioners.
(2) The Board of Commissioners may also hold other occasional meetings if it is
considered by the Principal Commissioner to be necessary, or at the suggestion
of at least two-fifths (2/5) of the members of the Board of Commissioners.
Management Board members may also be invited to these meetings. The Principal
Commissioner is responsible for summoning the members to meet. If the Principal
Commissioner does not call a meeting within fourteen (14) calendar days of a
request from one of the members to hold a meeting then the members of the Board
of Commissioners who originally requested the meeting be called are empowered to
convene it themselves
(3) Summons to meetings of the Board of Commissioners must be delivered in
written form or delivered to each member of the Board directly, and each
member's signature must be collected, at least seven (7) calendar days before
the meeting is to be held, not counting the day the summons was delivered or the
day of the meeting.
(4) This written summons to meet must include an agenda as well as the time and
place of the meeting.
(5) If all the members of the Board of Commissioners, or their representatives,
attend a meeting then the procedure of advance notice described above does not
have to be followed. Such a meeting may be held anywhere and is empowered to
take legal and binding decisions.
(6) Meetings of the Board of Commissioners are led by the Principal
Commissioner, but if the Principal Commissioner cannot attend or is held up for
some reason which does not have to be
justified before a third party, then the meeting will be led by someone chosen
from the members of the Board of Commissioners who are present.
(7) the members of the Board of Commissioners may only be represented at
meetings by other members of the Board of Commissioners, based on letter of
authority.
(8) Meetings of the Board of Commissioners are legally empowered to make
binding decisions if at least three-fifths (3/5) of the members or their
representatives are present as long as the Board of Commissioners members
appointed by TELKOM and RHP are represented at the meeting, and the summons to
the meeting was delivered in a legal manner according to the stipulations in the
Company statutes.
(9) When the representatives of TELKOM or RHP cannot attend meetings as
described in clause (8) twice in a row then at the third meeting the Board of
Commissioners is empowered to make binding decisions as long as three-fifths
(3/5) of the members are present, and the summons to the meeting was delivered
in a legal manner in accordance with the Company's statutes.
(10) Decisions of the meetings of the Board of Commissioners must be arrived at
through discussion and consensus. If this is not possible, then a decision is
made based on the vote of the majority of the members in attendance or their
representatives. If there is a tie, then the President Commissioner will cast
the deciding vote.
(11) Each member of the Board of Commissioners who attends the meetings has the
right to cast one (1) vote and one (1) additional proxy vote for each other
member of the Board that he or she is representing. Voting on topics related to
the individual members themselves is done by means of folded, unsigned ballots
while votes on other matters are cast orally.
Blank or ruined ballots are not counted in the final total.
(12) Minutes of each meeting of the Board of Commissioners must be recorded and
signed by the meeting leader and by one other member of the Board of
Commissioners who attended. Such signed minutes serve as legal proof/evidence
regarding the decisions that have been made at the meeting.
(13) The Board of Commissioners may also make legal decisions without holding a
meeting of the Board, with the stipulation that all members of the Board of
Commissioners must be given written notice of the proposal under consideration
and each member must
give written approval of the proposal and sign it, as proof of their agreement.
Decisions taken in this manner have the same force as decisions made at meetings
of the Board of Commissioners.
ARTICLE 20
FISCAL YEAR
(1) The Company's fiscal year runs from the first (lst) of January until the
31st (thirty-first) of December. At the end of December each year the Company's
accounts are closed. In the year that the Company is established the accounts
will also be closed on the 31 of December.
(2) After the accounts are closed, it is the responsibility of the Management
Board to balance the books and to calculate profits and losses, and to produce
other financial reports in accordance with sound principles of accounting
practice, which must then be checked by the Board of Commissioners. The
aforementioned documents must be made available at the offices of the Company,
at least fourteen (14) calendar days before the date of the Annual General
Meeting of the Shareholders so they can be examined by the shareholders.
(3) The Company's accounts must be audited by an independent public accountant
appointed by the General Meeting of the Shareholders.
ARTICLE 21
GENERAL MEETINGS OF THE SHAREHOLDERS
(1) The General Meetings of the Company's Shareholders are:
a. the annual General Meeting of the Company's Shareholders as described in
Article 22 below;
b. irregular General Meetings of the shareholders, i.e. all meetings except
for the annual General Meeting fall into this category
(2) The phrase General Meeting of the Shareholders, within the Company's
statutes refers to two types of meetings: the annual General Meeting of the
Shareholders, and irregular General Meetings of the Shareholders, except where
deemed to have another meaning.
ARTICLE 22
ANNUAL GENERAL MEETINGS OF THE SHAREHOLDERS
(1) The annual General Meeting of the Shareholders is held each year, at the
latest in June, and for the first year, will be held at the latest by the end of
June in the year that the Company is established.
(2) In the annual General Meeting of the Shareholders,
a. the management Board is required to present a report about the
Company's business and results of its activities achieved in the previous fiscal
year, especially as regards management of the Company;
b. balance statement and calculation of profit and loss must be submitted
for approval by the Meeting;
c. distribution of profits is decided
d. other matters are discussed as submitted, in accordance with the
stipulations of the Company's statutes
(3) Approval of the statements of balance of payments and profit and loss by
the annual General Meeting of the Shareholders means that they "give a clean
slate" to the members of the Management Board and the Board of Commissioners
regarding actions and decisions made and supervision given during the previous
fiscal year, to the extent that the actions are reflected in the balance of
payments and profit/loss statements.
(4) All materials and documents such as those mentioned in clause (2) must be
sent or delivered to the shareholders no later than fourteen (14) days before
the annual General Meeting of the Shareholders will begin.
(5) One or more shareholders who own at least ten percent (10%) of the
Company's stock may also make suggestions or proposals at the annual General
Meeting of the Shareholders, with the stipulation that the proposals or
suggestions must be received by the Management Board at least three (3) weeks
before the annual General Meeting of the Shareholders begins.
(6) Within thirty (30) calendar days before the new fiscal year comes into
effect, the Management Board must send a work plan and budget to the Board of
Commissioners and the shareholders, to request approval from the annual General
Meeting of the Shareholders.
(7) The Board of Commissioners is obligated to offer its opinions and advice
regarding the work plan and budget, and the
said opinions must be delivered to the shareholders no later than thirty (30)
calendar days after receipt of the work plan and budget from the Management
Board. If within the time period stated above the Board of Commissioners does
not give any response then it can be assumed that the work plan and budget have
been accepted by the Board of Commissioners.
(8) When the accounts for the new fiscal year are opened, if the annual General
Meeting of the Shareholders has not yet given its decision, then while awaiting
approval of the work plan and budget, the work plan and budget may be deemed to
be valid documents for the routine operations of the Company, until such time as
the two documents are approved by the annual General Meeting of the
Shareholders.
ARTICLE 23
IRREGULAR GENERAL MEETINGS OF THE SHAREHOLDERS
(1) Irregular General Meetings of the Shareholders are held whenever it is
deemed necessary by the Management Board and or the Board of Commissioners and
or the shareholders.
(2) The Management Board must call and organize irregular General Meetings of
the Shareholders at the written request of shareholders with twenty percent
(20%) or more of the Company's shares, on the condition that, in the letter of
request, the matter to be discussed is described.
(3) If the Management Board neglects to call such a meeting within thirty (30)
calendar days of receipt of the letter of request, then the person or people who
signed the request have the right to call a meeting themselves at the Company's
expense, taking into consideration the stipulations in the Company's statutes;
at such a meeting, the Meeting Leader is chosen for and by those who attend and
all decisions taken within the meeting are binding on the Company, as long as
they are not in conflict with the Company's statutes.
ARTICLE 24
LOCATION AND SUMMONS
GENERAL MEETINGS OF THE SHAREHOLDERS
(1) General Meetings of the Shareholders are held in the offices of the
Company, or in another location determined by the Management Board within the
region of the Republic of Indonesia.
(2) Summonses to General Meetings of the Shareholders are usually in the form
of advertisements in Indonesian language
newspapers published in the location of the Company's offices, or registered
letters may be sent no later than fourteen (14) calendar days before the date of
the Meeting; if in the opinion of the Management Board, the topics of discussion
need to be resolved quickly, then the time can be shortened to seven (7)
calendar days before the meeting, in both cases not counting the day the
announcement was made or the date of the meeting.
(3) The summons to a shareholders meeting must include a written agenda, as
well as the time and place of the meeting. As well, the summons for the annual
General Meeting of the Shareholders must record that the statements of balance
of payments and profit/loss are available in the Company's offices.
(4) If all shareholders or their representatives attend a meeting then a
summons in advance for the next meeting will not be necessary, and the said
meeting may take legal decisions and may be held anywhere within the region of
the Republic of Indonesia.
ARTICLE 25
LEADER AND MINUTES
GENERAL MEETING OF THE SHAREHOLDERS
(1) If not specified to the contrary somewhere else in this Agreement, then the
General Meeting of the Shareholders will be led by one of the shareholders as
selected by the shareholders who attend.
(2) Minutes of all discussion and decisions must be kept at each General
Meeting of the Shareholders, and must be signed by the Meeting Leader and one
shareholder or his or her representative designated for this purpose, and the
contents of the minutes will serve as evidence for all shareholders regarding
decisions and discussion during the meeting. No signatures are necessary if the
minutes are written in the form of a notarial document.
ARTICLE 26
QUORUM, VOTING AND DECISIONS
(1) General Meetings of the Shareholders are only deemed to be legal if at
least seventy-five percent (75%) of the shares issued by the Company to date are
represented at the meeting, unless specified otherwise in the Company's
statutes.
(2) Each shareholder may only be represented by other shareholders or another
person with a letter of authority.
(3) The meeting leader has the right to ask for the when the letters of
authority of representatives of shareholders meeting is held.
(4) In the General Meetings of the Shareholders, each share owned gives its
owner one vote.
(5) Members of the Management Board and the Board of Commissioners and in
general the employees of the Company may not vote during General Meetings of the
Shareholders. Their votes will not be counted.
(6) A vote about a particular person will be undertaken using folded, unsigned
ballots, while votes on all other matters will be taken orally, unless the
Meeting decides otherwise.
(7) Blank or ruined votes will not be counted.
(8) All decisions of the General Meetings of Shareholders are deemed to be
legal if agreed by a minimum of eighty-five percent (85%) of the total shares
represented at the meeting, as described in clause (1).
(9) Shareholders may also make legal and binding decisions without holding a
Meeting, as long as the proposal in question is disseminated in written form to
all shareholders and as long as all shareholders indicate their approval of the
motion in written form and including their signature. Decisions taken in this
manner have the same force as decisions made at General Meetings.
ARTICLE 27
PROFIT DISTRIBUTION/SHARING
(1) Profits calculated by the General Meeting of Shareholders, after tax is
subtracted, are divided into reserve, dividends, and so on, the percentages of
each to be determined every year by the General Meeting of the Shareholders.
(2) If the calculation of profit and loss for a year shows losses, then the
losses must be written into the Company's accounts, and in the subsequent year
or years, the Company will be deemed not to have made a profit, until the losses
are made up.
(3) Dividends that are not claimed within five (5) years of being made
available for payment, will not be paid at all and will instead be entered into
the reserve accounts of the Company.
(4) With due attention to the regulations in effect, a dividend for one share
must be paid to the shareholder whose name is written in the list of
shareholders on specified working days determined by or under the authority of
the General Meeting of the Shareholders, where the decision regarding
distribution of profits are made. The day of payment must not be more than two
(2) months after the date of the closing of the General Meeting of the
Shareholders and must be publicized to all shareholders and the Management
Board.
ARTICLE 28
RESERVE FUNDS
(1) Reserve funds are used to make up losses suffered by the Company. With due
attention to the stipulations above, the General Meeting of the Shareholders
will determine whether the reserve funds are used in full or part as working
capital or for other purposes.
(2) The Management Board must manage the reserve funds for that the reserve
funds make a profit, by whatever means deemed appropriate and with the agreement
of the Board of Commissioners.
(3) Profits accrued from the reserve funds are entered into the statement of
profit and loss.
(4) The General Meeting of the Shareholders is empowered to decide to decrease
the amount in the reserve fund and make the amount up with profits.
ARTICLE 29
LIQUIDATION
(1) In the case that the Company must be dissolved, because its lifespan as
noted in this Agreement is at an end, or as a result of a decision by the
General Meeting of the Shareholders or because the Company is no longer viable,
then the Management Board will begin liquidation proceedings under the
supervision of the Board of Commissioners.
(2) The decision to liquidate the Company must be registered with the office of
the registrar of the Court with authority in the jurisdiction where the Company
was located, and must also be announced in the Berita Negara of the Republic of
Indonesia, and in at least one daily newspaper with national circulation,
including the summons from the creditors.
(3) The remaining funds after the liquidation will be distributed to the
stockholders, in accordance with the value of the shares they owned.
ARTICLE 30
SECRET/CONFIDENTIAL INFORMATION
(1) The Parties are in agreement that they will treat as confidential and
guarantee that all their employees, agents and employees of their agents will
treat as confidential all information received in any manner as a consequence of
implementing this Agreement, and they guarantee that information will not be
given to other parties except as needed to meet the Company's objectives.
(2) If one of the Parties wishes to pass on information regarding matters
connected with this Agreement to other parties, they must first secure the
written consent of the other Parties to this Agreement.
ARTICLE 31
DESIGNATED ADDRESS AND OFFICIALS
(1) To facilitate smooth implementation of this Agreement, the Parties are in
agreement that the officials that will be designated to represent each Party in
the operations, sending of letters, making announcements and so on, are:
For TELKOM:
For YDPP TELKOM:
For RHP:
(2) what is meant by "force majeure" is conditions which directly result in one
or more of the Parties not being able to carry out their obligations as laid out
in this Agreement, that is, conditions beyond the control of the Parties,
including but
not limited to earthquakes, hurricanes, floods, fire, landslides, general
strikes, war, riots and Government policy or regulations.
(2) If such a situation occurs then the two Parties will discuss the matter and
find a solution to overcome the said situation, which is agreed by TELKOM, YDPP
TELKOM and RHP.
(3) All losses suffered by one of the parties as a result of such a situation
will not be the responsibility of the other parties.
ARTICLE 33
DATE OF IMPLEMENTATION AND LIFESPAN OF THE AGREEMENT
(1) This Agreement takes effect on the date the Parties sign it.
(2) This agreement will remain valid in accordance with the stipulations laid
out in Article 5, except if the Company is dissolved as delineated in Article 29
of this Agreement.
ARTICLE 34
SOLVING OF DISPUTES
(1) In the case that a difference of opinion or a dispute among the Parties
arises, in the implementation of the stipulations of this Agreement, the Parties
will agree to resolve their differences in advance by discussion and consensus.
(2) If the discussion process suggested in clause (1) does not result in
resolution of the problem, then the Parties agree to hand over their differences
of opinion or disputes to the Indonesian National Arbitration Board (BANI) to
resolve them at the first level and according to the procedures of BANI.
(3) While the dispute is in the process of negotiation and arbitration, the
Parties must still carry out their duties as laid out in this Agreement.
ARTICLE 35
DECLARATION AND GUARANTEE
a. The Parties are organizations established legally according to the rules
and regulations of the Republic of Indonesia, with the status of legal bodies,
so they have the capacity and authority to bind themselves in this Agreement and
to carry out the obligations therein;
b. The Parties have already secured all necessary permissions and agreements
to sign and implement this Agreement, including but not limited to the agreement
and permission of the Board of Commissioners and the General Meeting of the
Shareholders in accordance with the statutes of all Parties.
c. This Agreement represents a legal and binding obligation and for the
Parties who will assume responsibility, and the Parties who sign this Agreement
have the authority to carry out these responsibilities.
ARTICLE 36
OTHER MATTERS
(1) The Parties are in agreement that if the Company needs human resources they
will prioritize human resources from the Parties. This matter will be dealt with
in a separate agreement between the Company and the Parties.
(2) Before the statutes of the Company are legalized by the Minister of
Justice, all actions of the Management Board connected with the Company can only
be carried out with the agreement of the shareholders.
(3) The Parties are in agreement that the Company must hold in reserve a number
of shares which can be made available to employees of the Company, which will be
decided in the General Meeting of the Shareholders.
(4) In the case that there is a difference in the contents or spirit of this
Agreement and the statutes of the Company, then the statutes of the Company are
deemed to take precedence. For matters that are covered in the Agreement, but
are not in statutes, the Agreement is legal and binding on the Parties.
ARTICLE 37
ATTACHMENTS
(1) The attachments to this Agreement represent an inseparable part of the
document and have the same force of law as the other articles in this agreement.
In witness whereof, this agreement is signed by the authorized representatives
of TELKOM, YDPP TELKOM and RHP.
YDPP TELKOM, PT. TELEKOMUNIKASI INDONFSIA,
[Seal] [Seal]
/s/ /s/
RUBINI SUPARAN SETYANTO X. XXXXXXX
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Ketua Pelaksana Harian Direktur Utama
PT. RAJASA HAZANAH PERKASA
PT RAJASA HAZANAH PERKASA
/s/ /s/
XXXXX XXXXXXXXX HUTOMO MANDALA PUTRA
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