Participant, quorum, and decision making in GMS
Each issued share shall carry one vote, unless the articles of association determines otherwise. Shareholders either by their own or represented based on a power of attorney are entitled to attend the meeting and become the participants of GMS and to use their vote according to the number of shares they possess. Member of the Board of Directors, Member of the Board of Commissioners and employees of the company are prohibited from acting as a proxy of shareholders in terms of voting, but rather are only allowed in terms of establishing quorum of GMS.
GMS may be held if more than ½ (one half) of the total number of shares with voting rights are present or represented in the GMS, unless a larger quorum is specified by the law or by the articles of association. In the event that the quorum for the first GMS is not achieved, the meeting must be opened and then closed with minutes explaining that the first GMS cannot be performed because the quorum is not achieved and furthermore an invitation to a second GMS may be issued. In the invitation to a second GMS, it must state that the first GMS was held but did not achieve its quorum.
The second GMS shall be lawful and entitled to adopt resolutions if at least 1/3(one third) of total number of shares with voting rights are present or represented in the GMS. In the event that the quorum for the second GMS is not achieved, the Company may apply to the Chief Judge of the District Court whose jurisdiction covers the company’s domicile to determine the quorum for a third GMS at the request of the company.
Invitation for a third GMS must state that the second GMS was held but did not achieve its quorum and then a third GMS will be held with a quorum determined by the Chief Judge of the District Court. Invitation to second and third GMS shall be issued within a period no later than 7 (seven) days before the second and third GMS are held. The second and third GMS shall be held no sooner than 10(ten) days and no later than 21 (twenty one) days after the preceding GMS is held.
GMS to Approve Amendment of Article of Association
GMS to amend the articles of association may be held in the meeting if at least 2/3 (two thirds) of the total number of shares with voting rights are present or represented in the GMS and the decision will be lawful if approved by at least 2/3 (two third) of the number of votes cast. In the event that the quorum is not achieved, a second GMS may be convened. The second GMS shall be lawful and entitled to adopt resolutions if in the meeting at least 3/5 (third fifths) of the total number of shares with voting rights are present or represented in the GMS and the decision shall be lawful if approved by at least 2/3 (two thirds) of the number of votes cast.
GMS to Approve Merger, Consolidation, Acquisition, or Demerges
GMS to approve mergers, consolidation, acquisitions, or demergers, to file applications for the company to be declared bankrupt or extensions of its period of incorporation, and to wind up the company may only be held if in the meeting at least ¾ (third quarters) of the total numbers of shares with voting rights are present or represented in the GMS and the decision shall be lawful if approved by at least ¾ (third quarters) of number of votes cast. In the event that the quorum cannot be achieved, a second GMS may be held. The second GMS shall be lawful and entitled to adopt resolution if in the meeting at least 2/3 (two thirds) of the total number of the votes with voting rights are present or represented in the GMS and the decisions shall be lawful if it is approved by at least ¾ (third quarters) of the number of votes cast.
Maria Amanda
