REGULATIONS OF THE GOVERNMENT OF INDONESIA REPUBLIC NUMBER 27 YEARS 1998

ABOUT INCORPORATION, SMELTING, AND TAKEOVER

LIMITED LIABILITY

PRESIDENT OF THE REPUBLIC OF INDONESIA, Menting: a. that in order for coaching and development efforts to

be able to deal with the flow of globalization in the economic field, it needs to be created a healthy and efficient business climate;

b. that in order to create a healthy and efficient business climate between

another can be reached by combining, smelting, or takeover of Limited Perseroan;

c. that the merger, smelting, and takeover of Perseroan Limited must remain concerned with the interests of the company, shareholders, third parties, employees of the company, and the public;

d. that under consideration as such in the grains a, b, and c as well as the implementation of the Number 1 Act 1995 on the Limited Perseroan, need to set the Government Regulation on the Combined, Dissolution, and Takeover of the Government of the United States. Limited Perseroan;

Given: 1. Article 5 of the paragraph (2) of the Basic Law of 1945;

2. Law Number 1 of 1995 on Limited Perseroan (1995 State Sheet Number 13, Additional Gazette Number 3587);

DECIDED:

Establish: Government Regulations On Incorporation, Smelting, And

LIMITED LIABILITY ACQUISITION.

CHAPTER I OF THE GENERAL PROVISION

Article 1

In this Government Regulation referred to as: 1. The merger is legal action performed by one company, or

more to merge with other companies. And then the company that merged into disbanding it.

2. A smelter is a legal act performed by two or more companies to immerate themselves by forming a new company and each of the self-dispersed companies is dismissed.

3. A takeover is a legal act committed by a legal entity or individual person to take over either the whole or most of the company's shares that may result in the return of control over the company.

4. The Minister is the Minister of Justice of the Republic of Indonesia.

Article 2 The combined and smelting as set in this Government Regulation is carried out without holding the liquidation first.

Article 3 The merged and smelter section performed without the liquidation as referred to in Article 2 result: a. A company that is a member of the company that is a member of the company that receives a merger or is a product of a company. actives and pastores that combine or immerate themselves, switch due to the law to the companies that receive mergers or smelting results.

BAB II

TERMS OF INCORPORATION, SMELTING, AND TAKEOVER

Section 4 (1) The merged, smelting, and takeover can only be done with

pay attention to: a. the interests of the company, minority shareholders, and employees

a copulating perseroan; b. Community interests and healthy competition in doing business. (2) The merger, smelting, and takeover did not reduce the rights

minority shareholders to sell its shares at a reasonable price. (3) Shareholders who disagree with the decision of the Licensee's General Meeting

The shares regarding incorporation, smelting, and takeovers may only use the right to have the shares purchased at reasonable prices in accordance with the terms of the IBM International Program License. Article 55 provisions of the Law No. 1 of 1995 on Limited Perseroan.

(4) The implementation of the right as referred to in paragraph (3) does not stop the process of implementing the merger, smelting, and takeover.

Article 5

Mergers, smelters, and takeovers should also pay attention to the interests creditors.

Section 6 (1) The composite, smelting, and takeover can only be done with

the approval of the Shareholders General Meeting. (2) The combined, smelting, and takeover were conducted based on

the decision of the General Meeting of Shareholders attended by shareholders representing at least 3/4 (three quarters) part of the total number of shares with the voting rights lawful and approved at least 3/4 (three quarters) part of the number of such votes.

(3) For the Open Perseroan, in terms of terms as specified in paragraph (2) is not reached then the terms of attendance and decision making are specified in accordance with the laws in the field of capital markets.

BAB III

LAYOUT OF INCORPORATION, SMELTING, AND TAKEOVER First Section Merge

Section 7

(1) The company's directors will merge and accept the merger

each of which makes up the proposed merger plan. (2) The suggestion as referred to in paragraph (1) is required to receive approval

The Commissioner and at least include:

a. name and place of the company that will merge;

b. reasons as well as the explanation of each of the company's directors who will perform the incorporation and requirements of the merger;

c. layout of the stock conversion of each of the companies that will conduct a merger against the shares of the result Merge;

d. Basic Budget Change Plan for merging results; e. balance sheet, calculation of profit that includes 3 (three) years of last book

of all the companies that will perform the merger; and f. things that need to be known to each other ' s shareholders

perseroan, among other things: 1) balance sheet proforma result of incorporation results according to standard

financial accounting, as well as estimates regarding matters related to profit and loss and future of the company may be obtained from the merger based on the independent expert assessment results;

2) the manner of the completion of the company's employee status that will merge;

3) the manner of completion of the rights and obligations of the third party; 4) the manner of the completion of the rights of the holder shares that do not agree to

merger of perseroan; 5) arrangement, salary and Other benefits for Directors and Perseroan Commissioners

merge results; 6) the estimated term of implementation of the merger; 7) reports of the state and the path of the company as well as the results that

has been achieved; 8) the primary activities of the company and changes during the book year that

is running; 9) details of the problems arising during the year of the running book

that affect the activities of the company; 10) the names of the members of the Directors and Commissioners; and 11) other salaries and allowances for members of the Board of Directors and Commissioners.

Article 8 In terms of the perseroan that will do Merging into one group or intergroup, the proposed merge plan containing a consolidated balance sheet and a proforma balance sheet from the merger of the merger.

Article 9 of the proposal as referred to in Section 7 and Section 8 is the material To

The drafting of the Joint Design compiled together by the company's directors will merge.

Article 10 The draft as referred to in Article 9 at least contains the items listed in the proposed plan. Incorporation as referred to in section 7 and Section 8.

Article 11 In addition to the matters referred to in Article 10 of the Combined Design must contain the affirmation of the perseroan that will receive a merger regarding the acceptance of the transition any rights and obligations of a company that will combine.

Article 12 Summary of the Combined Design as referred to in Article 10 is required to be announced by Directors in 2 (two) daily newspapers as well as announced in writing to employees who will conduct the slowest merge of 14 (four) (1) The days prior to the invocation of the Shareholders General Meeting each company.

Section 13 (1) The Combined Design as referred to in section 10 of the following concept

The deed of the merger is mandatory for the General Meeting of the Agreement. Shareholders of each company.

(2) The Concept of Merging Certificates that has obtained approval of the Shareholders General Meeting as referred to in paragraph (1) poured in the Act of Mergers made in the presence of a notary in Indonesian.

Article 14

(1) If the merger of the company is carried out with a change

The Basic Budget as referred to in Article 15 paragraph (2) of Act Number 1 of 1995, then the merger came into effect from the date of approval of the Basic Budget change by the Minister.

(2) If Incorporation of the company was done with the changes in the Basic Budget that did not require the Minister ' s approval, then the merger goes into effect since the date of the registration of the Union Mergers and Change Act

Basic Budget in the Enterprise List. (3) If the merger of the company is performed without the use of the Budget

Basic, then the merge entered into effect from the date of the signing of the Mergers Act.

Article 15

(1) In the case of the merger of the company in accordance with the provisions

as referred to in Section 14 of the paragraph (1), then the company's directors who will accept the merger apply to the Minister's Basic Budget change approval request and register on the List. The Company as well as announced in Additional News of the Republic of Indonesia after get approval from the Minister.

(2) In the event of the merger of the company is done in accordance with the provisions referred to in Section 14 of the paragraph (2), then the company's Directors will receive the mandatory merger of reporting the Merge Deed The company and deed of the Basic Budget change to the Minister and to register in the Company List as well as to announce in Additional News of the Republic of Indonesia.

Section 16

(1) Plea for approval as contemplated in Article 15 of the paragraph (1),

submitted in writing to the Minister with attach the Base Budget Change Act along with the Merge Deed.

(2) Approval as referred to in paragraph (1) is provided in at least 60 (sixty) days after the application is accepted.

(3) In the event of a request rejected, the rejection is made available to the petitioner in writing and the reason for the time period as referred to in verse (2).

section 17

Basic Budget approval requests or the delivery of the Certificates Merger report and the deed of change in the company's Basic Budget changes as referred to in Section 15, conducted in the slowest term of 14 (fourteen) days of counting since the decision of the Shareholders General Meeting.

Article 18 (1) If the merger of the company is performed in accordance with the provisions

as referred to in Article 14 of the paragraph (1), then the company

merge disbanding, counting from the date of the Minister ' s approval of the Basic Budget change.

(2) If the merger is done in accordance with the provisions referred to in Article 14 of the paragraph (2), then the perturt Combining self-dissolved, accounting since the date of registration of the Mergers and Basic Budget changes in the Enterprise List.

(3) If the merger is performed in accordance with the provisions referred to in Article 14 verse (3) then the company that combines the self-disbanding, counting from the date Title Signing.

Section 19

(1) Since the date of the signing of the Merger Deed as referred to

in Article 13 of the paragraph (2), the company's self-combining directors cannot do the legal deeds unless required for the execution of the merger.

(2) The violation of the provisions as referred to in paragraph (1) is the responsibility of the company's Directors in question.

The Second Part

The dissolution

The Article 20 Terms as defined in Section 7, Section 8, Section 9, Section 10, Section 11, Section 11, Section 11, Section 11, Article 12, and Article 13 applies also to the conduct of the smelting laws.

Article 21 (1) The founder of a smelting result is a perseroan that will melt away. (2) The holders of the company to be established as referred to in

paragraph (1) are the shareholders of the company that will be sod themselves. (3) The wealth of the perseroan to be established as referred to in paragraph (1)

is the whole wealth of the company that will melt away.

Article 22 (1) The Dissolution of the made in accordance with the provisions as intended

in Article 13 of the paragraph (2) becomes the basis for the creation of the Establishment of the Establishment of a smelter.

(2) The release of the company is required to submit a request for the Establishment of the Establishment of the Establishment of a smelter to the Minister of the Interior.

The slowest 14 (fourteen) days from the date of the decision of the Shareholders General Meeting and listing in the Corporate List as well as announced in Additional News of the Republic of Indonesia, after assigning Minister.

(3) The authorization of the Establishment Act as referred to in paragraph (2) is submitted in writing to the Minister by attaching the Acta of the Dissolution.

(4) the Minister is granting assent to the request as contemplated. in verse (3) in the most prolonged period 60 (sixty) days after the request is received.

(5) In the case of a rejected request, then the refusal must be notified to the applicant in writing as well as the reason for the time period as referred to in verse (4).

Article 23

The resulting dissolution of the dissolution of the Establishment is passed by the Minister.

Article 24 (1) Since the date of the signing of the Acta of the Dissolution as contemplated in

Article 22, the company's self-immersed directors are prohibited from legal action unless necessary for the execution of a smelter.

(2) The violation of the provisions as referred to in paragraph (1) is the responsibility of the Board of Directors of the United States. concerned perseroan.

Article 25

Against the misdeeds of the law Prior to the Establishment of the Establishment of the resulting smelter, the Minister, enacted in accordance with Article 11 of the Law No. 1 of 1995 on the Limited Perseroan.

Third Section of the takeover

Article 26

(1) The party that will take over the intent and to perform

a takeover to the company's directors who will be taken over. (2) The company's directors will be taken over and the party to take over

each of which makes up a proposal of a takeover plan. (3) The suggestion as referred to in paragraph (1) is each mandatory

approval of the company's Commissioners that will be taken over or similar agencies of the party to take over, containing at least:

a. name and place of the company as well as the legal entity another, or the identity of the individual person who performs a takeover;

b. Reason and explanation of each board of directors, legal entities or persons of the takeover;

c. The annual report is mainly the annual calculation of the last book year of the company and other legal entities that committed a takeover;

d. plan the stock conversion of each of the perseroan takeovers if the takeover payment is performed with the stock;

e. Basic Budget Change Plan (CAL), a Service (of IBM Cloud Service) The number of shares that will be taken over; g. Funding readiness; h. a combined balance sheet of a company after a takeover of the compiled

in accordance with the financial accounting standards, as well as estimates of things related to the advantages and losses and the future of the company based on independent expert assessment results;

i. the way of resolving the rights of shareholders who disagree against the company ' s takeover;

j. the way of completion of an employee's status from a company that will be taken over; k. the estimated term of the takeover.

Section 27 of the Proposal as referred to in Section 26 is the material for the drafting of the Takeover Drafts set together between the company's directors who will be acquired with the party. which will take over.

Article 28 of the Design as referred to in Article 27 at least contains the matters listed in the proposed takeover plan as referred to in Article 26.

Article 29 Summary of the Draft The takeover as intended in Article 27 is required to be announced by the Directors In two (two) daily newspapers and are notified in writing to employees who are taking the slowest takeover of 14 (fourteen) days prior to the call of the respective General Shareholders ' Meeting of the Shareholders.

Section 30

The draft takeover is mandatory for the approval of the General Shareholders ' Meeting which will be taken over and that will take over or similar agencies from the parties to take over.

Article 31 (1) of the approved takeover draft as referred to in

Section 30 is poured in the Takeover Act. (2) The Deed Of Takeover as referred to in paragraph (1) is made before

notary in Indonesian.

Article 32 (1) If the takeover of the company is done by holding a change

The Basic Budget as referred to in Section 15 paragraph (2) of the Law No. 1 of 1995 on the Limited Perseroan, then the takeover entered into force from the date of the Basic Budget approval by the Minister.

(2) If the takeover of the company is done with with the Basic Budget changes that do not require the Minister ' s approval, then The takeover begins to apply from the date of the expiration date.

(3) If the takeover of the company does not result in the change of the Basic Budget, then the takeover begins to apply since the date signing of the takeover act.

bAB IV

OBJECTION TO THE MERGER OF THE SMELTER, OR THE TAKEOVER OF THE COMPANY

Article 33

(1) The Board of Directors is required to deliver with a letter of the Combined Design,

The dissolution, and the takeover to all the slowest creditors of 30 (thirty) days before the summoning of the Shareholders General Meeting.

(2) The Kreditor may file an objection to the slowest perseroan 7 (seven) days prior to the summoning of the Shareholders General Meeting which will disconnect it regarding the merger plan, or the smelter and the takeovers that have been poured in the Draft.

(3) If in the timeframe as referred to in paragraph (2) creditors

does not file any objections, then the creditor is deemed to approve the merge, smelter, and takeover.

(4) The creditor objection as referred to in paragraph (2) is delivered in the General Shareholders ' Meeting to receive the settlement.

(5) During the settlement as referred to in paragraph (4) has not been reached, then mergers, smelters, and takeovers cannot be implemented.

BAB V

OTHER provisions

Article 34 (1) of the Directors mandatory mergers or smelting results announced results

merge or Dissolution in 2 (2) The slowest 30 (thirty) days from the effective date of the merger or dissolution.

(2) The provisions as referred to in paragraph (1) apply to the Directors of the company have a certain value of wealth doing a takeover.

(3) The value of the company's wealth as referred to in paragraph (2) is specified by the Minister's Decision.

Article 35

(1) In carrying out its duties in order incorporation, smelting, and

takeover, Directors acting solely for Interest in the company. (2) In the event of a clash of interests between the company and its Directors, then

The directors are required to disclose that in the proposal of the Plan and the Combined Design, Dissolution, and Takeover.

(3) The provisions as contemplated In paragraph (1) and paragraph (2) applies to the Commissioner.

BAB VI

CONCLUDING provisions

Article 36 of this Government Regulation applies to mergers, smelters, and takeovers by not reducing regulations Other laws that govern specifically the merger, the smelting, and the -A takeover.

Article 37

This Government Regulation shall begin in effect on the date of promulgations. In order for everyone to know, order this Government Regulation invitation with its discoverer in the State Sheet of the Republic of Indonesia. Established in Jakarta on 24 February 1998 PRESIDENT OF THE REPUBLIC OF INDONESIA ttd. SUHARTO was invited in Jakarta on February 24, 1998, the minister of state secretary of state of the Republic of Indonesia, ttd. MOERDIONO

SHEET OF STATE OF THE REPUBLIC OF INDONESIA IN 1998 NUMBER 40

EXPLANATION OF

REGULATIONS OF THE GOVERNMENT OF THE REPUBLIC OF INDONESIA 27 YEARS 1998

ABOUT INCORPORATION, SMELTING, AND TAKEOVERS

THE GENERAL LIMITED LIABILITY of Limited Perseroan in the world of business and commerce is very important and strategic to drive and direct development activities in the field of economics, especially in order to deal with the flow of globalization and the economic liberalization of the world's economy. Therefore, it needs to be sought to create a healthy and efficient climate of enterprise, so it is open enough opportunity for the Limited Perseroan to grow and evolve more dynamically according to the development of the business world. However, the efforts of creating a healthy and efficient climate in order to increase the economic development, the operation must remain in reference to the economic development principles based on the family as mandated by the government. Article 33 of the Basic Law of 1945. Based on this reasoning, the creation of a healthy and efficient world-world climate should not lead to the control of economic resources and the centralization of economic power in a particular group or group. Therefore, mergers (mergers), smelters (consolidating) and takeovers (acquisitions) that can push towards a monopoly, monopsoni or fraudulent competition must be avoided since early, in other words of action. Incorporation, smelting, and takeover of the company continue to pay attention to the interests of the company, shareholders, employees of the company, or the public including a third party of interest. Although in Law Number 1 of 1995 on Limited Perseroan it has been set about principles related to the conduct of the merger laws, the smelting, and the takeover of Limited Perseroan, will but requirements and the layout the process of merging, smelting, and the takeover of a more detailed company, ordered to be further regulated by Government Regulation.

As for the materials set out in this Government Regulation include, requirements, layout, creation of merger plans, smelters, and takeovers, liabilities announced, notifications to employees, things to be loaded in The design of the merger, the objection to the design and the right of the cancellation of the merger, the smelting, and the takeover of Limited Perseroan. ARTICLE BY SECTION

Article 1 The number 1 is fairly clear The number 2 is fairly clear The number 3

The definition of a large part in this constitutes well over 50% (fifty per hundred) and a certain number indicating that the number of numbers is not available. greater than the interest of ownership of the shares of other shareholders.

For the perseroan to be taken over then the shares to be diverted are shares that have been issued including the shares bought back by the company. Under the provisions of Article 30 of the Law No. 1 of 1995 on the Limited Perseroan.

As payment or reward, the company that will take over granted it to the holder of the company, which it is acquired, is:

a. money and or; b. is not money, consisting of: 1. objects or other wealth; 2. newly issued shares or new shares that will

be issued by a company that will take over or another company.

The number 4 is fairly clear Article 2 is clearly enough Article 3

When effective as an effective merger and smelter as referred to in letter a and letter b is as set forth in Section 14 and Section 18

Section 4

Verse (1) Clear Enough

Verse (2) Clear Enough

Verse (3) With the affirmation of this provision then the right of shareholder's rights

agrees is as set in Section 55 of the Law Number 1 Year 1995 about the Limited use of the Cloud Service.

This is because the Section 55 is a provision specifically reserved for shareholders in certain events, among others in terms of the Agreement. the merge, smelter and takeover.

Verse (4) Quite clear Article 5

This provision represents the implementation of the principle of the treaty law. The creditor in this case is a company's creditor that would perform a merger or immerse oneself or will take over and take over.

Section 6

Quite clearly Article 7

Verse (1) Quite clearly Verse (2) The letter is sufficient The letter b is clear that the letter b is quite clear

The draft of the Basic Budget changes, in this case is only required as part of the proposal if the merger leads to a Basic Budget change.

The letter of e is sufficient Font f

Quite clearly Article 8 is quite clear Article 9 is fairly clear Article 10 is fairly clear Article 11 Quite clearly Article 13 Verse (1)

The Concept of Merging Certificates contains the subject of all things contained in the Combined Design.

Verse (2) Quite clearly Article 14 Verse (1) Quite clearly paragraph (2) referred to as "Enterprise List" is as

referred to in the Law Number 3 of 1982 on the Corporation List.

Verse (3) It is quite clear Section 15 is quite clear Article 16 is quite clear Article 17

Quite clearly Article 18 Quite clearly Article 19 Quite clearly Article 20 It is fairly clear Article 21 Verse (1) Quite clearly Verse (2) Quite clearly Verse (3)

Which is referred to by "wealth" in this regard is the entire treasury listed in the The asset group section (activa) in the last balance sheet authorized by the Shareholders General Meeting.

Article 22 Quite clearly Article 23 Quite clearly Article 24 Quite clearly Article 25 Quite clearly Article 26 Verse (1)

In question "party" in This may be a company, other legal entity that is not a company or individual person.

Verse (2) To the extent regarding the procedure, the provisions of the takeover in

this is a further definition of the provisions of Article 103 paragraph (3), paragraph (4) and paragraph (5) of Law No. 1 of 1995 on

Limited liability, which is a takeover that is involved with the type of directors of either the company that will be acquired or acquired.

Verse (3)

The letter of the "identity" of at least is the full name, place and date of birth, occupation, residence, and nationality of the person concerned.

The letter b is quite clearly the letter c Quite clearly the letter e

The draft of the Basic Budget changes in this regard only required as part of the proposal if the takeover caused a Basic Budget changes.

The f-letter is quite clear the letter h is quite clear the letter h is quite clear the letter i am fairly clear.

Article 27 is fairly clear Article 28 is fairly clear Article 29 is clearly sufficient Article 30

Similar agencies of the legal entity are not a liability in this provision for example: the meeting of the members in the Cooperative.

Article 31 Quite clear Article 32 is clear enough Article 33

Verse (1) This provision does not close the possibility for Directors to

notify the creditors early by passing on proposed merge plans, smelters and takeovers.

At the time of the Design Delivery It was also included

the date of the call of the General Shareholders ' Meeting. Verse (2) Is quite clear Verse (3) Quite clearly Verse (4)

The understanding of the settlement in this case should not mean the repayment of an instant debt, but may also be a deal on the resolution of the creditor objection.

Verse (5) Quite clear Article 34

Verse (1) Quite clear Verse (2) The announcement in this case is done by the taking over. Verse (3) Quite clearly Article 35 Clear Enough Article 36

In principle against legal action in order of incorporation and smelting of the company, as well the takeover of the company is applicable in the Government Regulation. This is, unless a special provision governs the company in accordance with its business nature and activities, such as the laws of the banking and capital markets.

Article 37 is quite clear

ADDITIONAL SHEET OF STATE REPUBLIC INDONESIA NUMBER 3741