Quorum and Agenda Items for the General Shareholders' Meeting

The quorum and the agenda of the General Meeting of Shareholders (GMS/RUPS) are two interrelated matters that overlap with one another, as regulated in Articles 86 to 89 of Law Number 40 of 2007 on Limited Liability Companies (the Limited Liability Company Law). The agenda items of a GMS must satisfy the quorum set by the Limited Liability Company Law.

Article 86 of the Limited Liability Company Law

1. 1.A GMS may be held if more than 1/2 (one half) of the total shares with voting rights are present or represented at the GMS, unless the law and/or the articles of association stipulate a greater quorum;
2. 2.If the quorum referred to in paragraph (1) is not reached, a second GMS may be convened;
3. 3.The notice of the second GMS must state that the first GMS was held and did not reach a quorum;
4. 4.The second GMS referred to in paragraph (2) is valid and entitled to adopt resolutions if at least 1/3 (one third) of the total shares with voting rights are present or represented at the GMS, unless the articles of association stipulate a greater quorum;
5. 5.If the quorum of the second GMS referred to in paragraph (4) is not reached, the Company may apply to the chairperson of the district court whose jurisdiction covers the Company's domicile for a determination of the quorum for a third GMS;
6. 6.The notice of the third GMS must state that the second GMS was held and did not reach a quorum, and that the third GMS will be held with the quorum determined by the chairperson of the district court;
7. 7.The determination of the chairperson of the district court on the GMS quorum referred to in paragraph (5) is final and has permanent legal force.

Article 87 of the Limited Liability Company Law

1. 1.GMS resolutions are adopted by deliberation to reach consensus;
2. 2.If a resolution by deliberation to reach consensus as referred to in paragraph (1) cannot be reached, the resolution is valid if approved by more than 1/2 (one half) of the votes cast, unless the law and/or the articles of association provide that a resolution is valid if approved by a greater number of affirmative votes.

Article 88 of the Limited Liability Company Law

1. 1.A GMS to amend the articles of association may be held if at least 2/3 (two thirds) of the total shares with voting rights are present or represented at the GMS, and a resolution is valid if approved by at least 2/3 (two thirds) of the votes cast, unless the articles of association stipulate a greater attendance quorum and/or a stricter rule for adopting GMS resolutions;
2. 2.If the attendance quorum referred to in paragraph (1) is not reached, a second GMS may be convened;
3. 3.The second GMS referred to in paragraph (2) is valid and entitled to adopt resolutions if at least 3/5 (three fifths) of the total shares with voting rights are present or represented at the GMS, and a resolution is valid if approved by at least 2/3 (two thirds) of the votes cast, unless the articles of association stipulate a greater attendance quorum and/or a stricter rule for adopting GMS resolutions;
4. 4.The provisions referred to in paragraphs (1), (2), and (3) on the attendance quorum and the requirements for adopting GMS resolutions also apply to a Public Company, insofar as not otherwise regulated by laws and regulations in the field of capital markets.

Article 89 of the Limited Liability Company Law

1. 1.A GMS to approve a Merger, Consolidation, Acquisition, or Spin-off, the filing of a petition for the Company to be declared bankrupt, an extension of the Company's term of existence, and the dissolution of the Company may be held if at least 3/4 (three quarters) of the total shares with voting rights are present or represented at the GMS, and a resolution is valid if approved by at least 3/4 (three quarters) of the votes cast, unless the articles of association stipulate a greater attendance quorum and/or a stricter requirement for adopting GMS resolutions;
2. 2.If the attendance quorum referred to in paragraph (1) is not reached, a second GMS may be convened;
3. 3.The second GMS referred to in paragraph (2) is valid and entitled to adopt resolutions if at least 2/3 (two thirds) of the total shares with voting rights are present or represented at the GMS, and a resolution is valid if approved by at least 3/4 (three quarters) of the votes cast, unless the articles of association stipulate a greater attendance quorum and/or a stricter requirement for adopting GMS resolutions;
4. 4.The provisions referred to in Article 86 paragraphs (5), (6), (7), (8), and (9) apply mutatis mutandis to the GMS referred to in paragraph (1);
5. 5.The provisions referred to in paragraphs (1), (2), and (3) on the attendance quorum and/or the requirements for adopting GMS resolutions also apply to a Public Company, insofar as not otherwise regulated by laws and regulations in the field of capital markets.

Quorum by GMS agenda

Amendment of the articles of association:

• First GMS: 2/3 (two thirds) of the total shares with voting rights present or represented.
• Second GMS: 3/5 (three fifths) of the total shares with voting rights present or represented.
• Third GMS: file a petition with the district court whose jurisdiction covers the Company's domicile for a determination of the quorum.

Approval of a merger, consolidation, acquisition, or spin-off; filing of a petition for the Company to be declared bankrupt; extension of the Company's term of existence; and dissolution of the Company:

• First GMS: 3/4 (three quarters) of the total shares with voting rights present or represented.
• Second GMS: 2/3 (two thirds) of the total shares with voting rights present or represented.
• Third GMS: file a petition with the district court whose jurisdiction covers the Company's domicile for a determination of the quorum.