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| ANNUAL GENERAL MEETING OF SHAREHOLDERS |
| 30 June 2010 |
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| I. |
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To dully approve and accept the Annual Report of the Director of the Company for the book year ending on 31 December 2009. |
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| II. |
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To dully approved and ratify the annual accountability report of the Company for the book year ending on 31 December 2009 as audited by the Accountants Public Office of Jamaludin, Aria, Sukimto & Associates and to give full settlement and discharge of responsibilities (acquit et de charge) to the members of the Directors of the Company for their acts of management and execution of their authority and to the Board of Commissioners for their acts of supervision during the book year ending on 31 December 2009, insofar the said actions are reflected in the Company's books. |
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| III. |
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To dully approve the granting and assigning of authority to the Board of Commissioners of the Company to appoint an Independent Accountant Public to conduct an audit of the Financial Report of the Company for the book year ending on 31 December 2009, and to grant authority to the Directors of the Company to stipulate the amount of honorarium payable and other requirements applicable to the appointment of the said Independent Accountant Public.
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| IV. |
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| 1. |
To accept the resignation of Mister Samuel Ables Lorenzo as President Director of the Company and thanking him for all the service dedicated by him to the Company during his tenure, while giving him full settlement and discharge (acquit et de charge) of responsibilities for his acts of management during his tenure insofar said actions are reflected in the books of the Company. |
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| 2. |
To approve the appointment of Mister Steven Kesuma as President Director and Mister Stanislaus Say as Commissioner of the Company.
So that thereby the full structure of the Board of Commissioners and the Directors of the Company shall be as follows: |
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| BOARD OF COMMISSIONERS |
| President Commissioner |
: Mr. Jhonny Kesuma |
| Commissioner |
: Mr. Yayat Suryatma |
| Commissioner |
: Mr. Stanislaus Say |
| Commissioner (Independent ) |
: Mr. Imam Subechi |
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| THE DIRECTORS |
| President Director |
: Mr. Steven Kesuma |
| Director |
: Mrs. Eka Hikmawati Supriyadi |
| Director |
: Mr. Heri Mardani |
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| 3. |
To grant and assign such authority to the Board of Commissioners of the Company through a Meeting of the Commissioners to determine the amount of salary or remuneration payable to the members of the Directors and members of the Board of Commissioners of the Company. |
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| 4. |
To grant such powers to the Directors of the Company with substitution rights to: |
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| a. |
Reconfirm the resolution regarding the amendment of the structure of the Directors and Board of Commissioners of the Company adopted at the Meeting in a deed to be drawn up before a Notary.
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| b. |
Notify the amendment of the structure of the Directors and the Board of commissioners of the Company as adopted at the Meeting to the Minister of Justice and Human Rights Republic of Indonesia.
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For the said purpose, the Directors' being entitled to appear where necessary, to disclose and or request the necessary information, to draw up and or have such drawn up and to sign deeds, letters and documents as may be needed and in general to take all actions considered good and of benefit in pursuit of the said purpose, without any action being exempted, and if for any such action a more specific or more affirmative power of attorney is needed, such powers shall be considered as word for word already incorporated in this power of attorney, and as such for one thing and another no other power of attorney shall be needed.
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| EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS |
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| 1. |
To approve the increase of the Company's Capital Without Preference Rights to Buy, in the issuance of Warrant Series III totaling 500,000,000 (five hundred million) warrants at the realization price of Rp. 125,000.00 (one hundred and twenty-five rupiah) a warrant, and approving the issuance of new shares of the Company (Shares Series B) with a nominal value of each share of Rp. 100.00 (one hundred rupiah) relating to the realization of the said Warrant Series III, namely, relating to the Equity Line of Credit received and or to be received by the Company from GEM Global Yield Fund Limited based on an Investment Agreement of 23 April 2010.
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| 2. |
To approve the granting of powers to the Board of Commissioners of the Company to make such amendments to the Articles of Association of the Company relating to the issuance of the Shares Series B of the Company and to determine the amount of the subscribed and deposited capital of the Company following the realization of the said Warrant Series III, for which abovementioned matter the Board of Commissioners shall be entitled and authorized to : |
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| a. |
Draw up the amendments to the Articles of Association of the Company relating to the issuance of said Shares Series B and to determine the amount of capital to be subscribed and deposited or the amount of shares having actually been issued by the Company following the realization of the said Warrant Series III based on the report from the Company's Stock Administration Bureau and or from other parties in authority, and further to declare the said amendment to the Company's Articles of Association in a Notary Deed in accordance with the stipulations of the prevailing regulations of law; and
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| b. |
Apply for approvals and or report the said amendments to the Company's Articles of Association to the Minister of Justice and Human Rights, Republic of Indonesia. |
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For Purpose of the abovementioned matter, shall be entitled to appear where necessary, to disclose and or request any necessary information, to draw up and or have such drawn up and to sign all necessary deeds, letters and documents, and in general to take all actions considered good and of benefit to achieve the said purpose, without any action being exempted and if for any such action is required a more specific or more affirmative power of attorney, such powers shall be considered word for word as already being incorporated in this power of attorney, so that for one thing and another no additional powers shall be required.
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The Schedule of realization of the Warrant Series III of the Company being as follows: |
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| No |
Activity |
Date |
| 1. |
Issuance of the Series Warrant |
30 July 2010 |
| 2. |
Trading of the Warrant in: |
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• Regular and Negotiable Markets |
30 July 2010 - 23 July 2012 |
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• Cash Market |
30 July 2010 - 25 July 2012 |
| 3. |
Conversion of the Series Warrant |
3 January 2011 - 27 July 2012 |
| 4. |
Trading of the Shares from the Conversion of Warrant Series III |
1 (one) year as from conversion
to share |
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We send you herewith also the proof of the advertisement of the said Annual General Meeting of Shareholders and the Extraordinary General Meeting of Shareholders in the daily newspapers Kontan and Investor Daily issued on 2 July 2010. |
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