General Meeting of Shareholder

Limited liability companies (Perusahaan Terbatas (PT)) in Indonesia must hold an annual general meeting of shareholders (AGMS) at least six months after the end of the PT’s financial year. The AGMS must discuss and approve the annual report submitted by the Board of Directors (BOD), which must consist of at least the following:

• Financial report.
• Report on the PT’s activities.
• Report on the implementation of the PT’s corporate, social and environmental responsibility activities.
• Details of any problems that arose during the financial year that affected the PT’s business activities.
• Report on the duties and authorities executed by the Board of Commissioners (BOC) during the last financial year.
• Names of the members of the BOD and BOC.
• The salaries and allowances of the BOD and BOC members during the last financial year. An extraordinary general meeting of shareholders (EGMS) can be convened at any time it is deemed required for the interests of the PT.

The Indonesian Company Law allows a general shareholders’ meeting (GMS) to be held by teleconference, video conference or any other electronic means.

In addition, a PT’s Articles of Association (AOA) can permit shareholders to adopt a resolution without convening a GMS, namely by way of a Unanimous Written Resolution of Shareholders (UWRS), provided that:

• The matter to be resolved has previously been notified in writing to all shareholders.
• All shareholders agree to and sign the relevant UWRS.