SHAREHOLDERS AGREEMENT dated as of among PT FREEPORT INDONESIA, PT INDONESIA PAPUA METAL DAN MINERAL, FREEPORT-MCMORAN INC. and PT INDONESIA ASAHAN ALUMINIUM (PERSERO)

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SCHEDULE 1

Adherence Agreement To Shareholders Agreement

SCHEDULE 2

Long Term Investment Plan

SCHEDULE 3

Articles

SCHEDULE 4

Company Subsidiaries

SCHEDULE 5

Form of draft Annual Operating Plan and Annual Financial Plan

SCHEDULE 6

Dividend Policy

SCHEDULE 7

Operating Committee Authority

SCHEDULE 8

Agreed form of Freeport Services Agreement(s) and Revolving Credit Note

SCHEDULE 9

Economics Replacement During the Initial Period

PT Freeport Indonesia, a limited liability company established under the laws of the Republic of Indonesia with its domicile at Plaza 89 Lt. 5, Jl. H.R. Rasuna Said ▇▇▇. ▇-▇ ▇▇. ▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ (the “Company”);

PT Indonesia Papua Metal ▇▇▇ Mineral (formerly known as “PT Indocopper Investama”), a limited liability company established under the laws of the Republic of Indonesia with its domicile at Plaza 89 Lt. 5, Jl. H.R. Rasuna Said ▇▇▇. ▇-▇ ▇▇. ▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ (“PTIPMM”);

Freeport-McMoRan Inc., a corporation established under the laws of Delaware, United States of America, with its principal place of business at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ (“Freeport Shareholder” and, together with any of its Affiliates that become Shareholders, “Freeport”); and

PT Indonesia Asahan Aluminium (Persero), a limited liability company established under the laws of Indonesia whose registered office is at the Energy Building, 19th Floor, SCBD – ▇▇▇ ▇▇▇, ▇▇. ▇▇▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇-▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ (“Inalum” and together with PTIPMM and their respective Affiliates that become Shareholders, “Inalum Group”).

Inalum, PTIPMM, Freeport Shareholder and the Company (collectively, the “Parties” and each a “Party”) desire to have a mutually beneficial, constructive and substantive long term partnership pursuant to which, as of the date hereof, the Inalum Group owns 51.236 percent (51.236%) of the Shares.

The Shareholders acknowledge that the relationship between the Shareholders in respect of the Company shall balance the shared objective of active participation from all Shareholders, where Inalum Group and Freeport manage the governance of the Company, and where Freeport will continue to manage the operations of the Company and Inalum Group will have an appropriate and meaningful role in the operations of the Company, each in accordance with the principles set out in this Agreement.

The Parties share an objective of high standards for corporate governance and social and environmental responsibility in respect of the Company.

The Parties desire to enter into this Agreement to govern certain of their rights, duties and obligations.

DEFINITIONS; INTERPRETATION

Definitions

an authorisation, consent, declaration, exemption, notarisation or waiver, however it is described; and

in relation to anything that could be prohibited or restricted by any Applicable Law if a Government Authority acts in any way within a

the Shareholders, a resolution which the Shareholders have failed to pass one time at a meeting of the Shareholders held in accordance with this Agreement;

the Board of Commissioners:

a resolution which the Board of Commissioners has failed to pass at one meeting of the Board of Commissioners held in accordance with this Agreement due to an equal number of votes cast for and against the resolution; or

all resolutions the subject of a meeting of the Board of Commissioners that has been dissolved in accordance with Clause 4.8(c);

the Board of Directors:

a resolution which the Board of Directors has failed to pass at one meeting of the Board of Directors held in accordance with this Agreement due to an equal number of votes cast for and against the resolution; or

all resolutions the subject of a meeting of the Board of Directors that has been dissolved in accordance with Clause 5.9(c);

the Finance Committee, a matter which the Finance Committee has failed to pass at one meeting of the Finance Committee held in accordance with this Agreement due to an equal number of votes cast for and against the matter; and

the Operating Committee, a matter which the Operating Committee has failed to pass at one meeting of the Operating Committee held in accordance with this Agreement due to an equal number of votes cast for and against the matter.

a significant environmental event;

loss of life or serious injury to any persons; or

serious property damage.

extensive experience and skills in relation to; and

owns or operates (or has recently owned or operated),

during the Initial Period, a deviation from the LTIP resulting in a Material Adverse Effect; and

after the Initial Period:

a deviation from the LTIP that would reasonably be expected to result in a 10% or greater reduction in NPV relative to the NPV shown in the LTIP (with, for the purpose of such calculation, the revenues and expenditures set forth in the LTIP for periods not yet completed multiplied by the Inflation Adjustment Factor);

a deviation from the LTIP requiring capital calls from the Shareholders in respect of projects that are not included in the LTIP, other than capital calls caused by any change in commodity prices, regulatory requirements, any change in Applicable Law or any Force Majeure Event; or

a deviation from the LTIP resulting in the aggregate amount of capital and operating expenditures for any year increasing by more than 20% relative to the aggregate amount of such expenditures for such year set forth in the LTIP multiplied by the Inflation Adjustment Factor, other than increases in such expenditures caused by (1) changes in commodity prices, (2) currency fluctuations, (3) regulatory requirements or changes in Applicable Law, and (4) smelter activities.

Other Definitional and Interpretative Provisions

The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

The captions and headings used herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

References to Clauses and schedules are to Clauses of, and schedules to, this Agreement unless otherwise specified.

All schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein.

Any capitalized terms used in any schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement.

If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.

Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular.

Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import.

If an example is given of anything (including a right, obligation or concept), such as by saying it includes something else, the example does not limit the scope of that thing.

Anything (including a right, obligation or concept) includes each part of it.

“Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form.

A reference to “US$” is to an amount in the currency of the United States of America.

A reference to time is to local time in Jakarta, Indonesia, unless otherwise specified.

References to any document, agreement or contract are to that document, agreement or contract as amended, modified, replaced, novated or supplemented from time to time in accordance with the terms hereof and thereof.

References to any statute shall be deemed to refer to such statute as amended, re-enacted or replaced from time to time and to any rules or regulations promulgated thereunder.

References to any Person or party to this Agreement or any other document include the successors and permitted assigns of that Person or party.

References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.

A word which suggests one gender includes the other genders.

The word “agreement” includes an undertaking or other binding arrangement or understanding, whether or not in writing.

This Agreement is not to be interpreted against the interests of a Party merely because that Party proposed this Agreement or some version of it or because that Party relies on a provision of this Agreement to protect itself.

Best Interests

make any judgment they are required to make in good faith, acting with prudence and full responsibility in accordance with proper policy;

do not have a material personal interest in the subject matter of any judgment they are required to make (other than by reason of any employment or other relationship between any commissioner, Director, member of the Nominating Committee, member of the Operating Committee, member of the Finance Committee, or member of any other committee of the Company, on the one hand, and any Shareholder or Affiliate of a Shareholder, on the other hand, in which case, they have disclosed their material personal interest to the Company and they exercise their judgement in a manner that is consistent with a person who is exercising their judgement without having a material personal interest); and

inform themselves about the subject matter of any judgment they are required to make (including ways to avoid any negative impacts) to the extent that they believe to be appropriate; and rationally believe that any judgment they are required to make is in the best interests of the Company unless the belief is one that no reasonable person in their position would hold.

THE COMPANY

Initial Percentages Interests

  (a)

Freeport:

48.764%

  (b)

Inalum:

26.236%

  (c)

PTIPMM:

25.000%

Company Objectives

Each Shareholder acknowledges and agrees that the objectives of the Company as of the date hereof are to:

(Operations) carry on and develop the operations of the Company in accordance with the LTIP, the Annual Operating Plan and Annual Financial Plan for the benefit of the Shareholders in accordance with the IUPK;

(Grasberg Assets) develop and exploit, for the benefit of the Shareholders, the assets of the Company and the Company Subsidiaries to produce and sell product and to declare dividends in accordance with the Dividend Policy (and schedule 9);

(Shareholder value) maximise the value of the operations of the Company and distribute dividends in accordance with the Dividend Policy (and schedule 9); and

(other) conduct any other activity agreed unanimously by the Shareholders and undertaken by the Company or any of the Company Subsidiaries,

Clause 2.2(a) is not a limitation on the capacity of the Company.

In order to fulfil the Company Objectives:

each Shareholder must cooperate with each other; and

unless this document expressly provides otherwise, a Shareholder must not unreasonably take, give or delay taking or giving any action, or making or giving any approval, direction, determination, agreement, consent or decision referred to in, or required under this Agreement.

The Company must conduct (and each Shareholder must use reasonable endeavours to procure that the Company conducts) its activities in a manner that is consistent with this Agreement, the LTIP, the Annual Operating Plan and the Annual Financial Plan during the periods in which they apply (after giving effect to any amendments thereto or deviations therefrom to the extent permitted by the terms of this Agreement) and the Company shall procure that each Company Subsidiary does the same.

The Company will endeavour:

to preserve and keep the IUPK and any other Authorisations held in respect of the Contract Area in full force and effect;

at all times to conduct operations of the Company in a manner consistent with good and acceptable international mining engineering standards and practices as are economically and technically feasible, and in accordance with modern and accepted scientific and technical principles and comply with and cause to be complied with all Applicable Laws (including those that apply to the environment and community development), the violation of which would have a materially adverse effect on the operations of the Company, the Company and/or the Company Subsidiaries; and

where possible, to conduct operations of the Company in a manner consistent with good and acceptable international standards and practices in relation to environmental management and community relations.

The Company shall promptly notify each Shareholder of all matters it is aware of which may materially adversely affect the operations of the Company and/or the assets of the Company and the Company Subsidiaries, including notifications, orders, demands and other communications received from any Government Authority, and any notice of default, lawsuit, proceeding, action or damage.

Articles

Without affecting the scope and intent of Clause 17.20:

this Agreement and the Articles are to be read together as component parts of a single arrangement; and

if there is any inconsistency between the provisions of this Agreement and the provisions of the Articles:

the provisions of this Agreement will prevail to the extent of any inconsistency and the Articles must be read and construed accordingly; and

as soon as practicable after the Shareholders become aware of any inconsistency, the Shareholders will take all steps reasonably necessary to amend the Articles to remove the inconsistency and to ensure the provisions of this Agreement prevail.

If it is necessary for any provision of this Agreement to be included in the Articles in order for such provision to be effective in accordance with its terms, the

Each Shareholder undertakes with each other Shareholder and the Company to:

exercise all its votes, powers and rights under the Articles so as to give full force and effect to the provisions of this Agreement;

subject to this Clause 2.3, observe and comply fully and promptly with the provisions of the Articles with the intent and to the effect that each and every provision of them is enforceable by the Parties inter se; and

exercise all its votes, powers and rights in relation to the Company so as to ensure that the Company fully and promptly observes, complies with and gives effect to the requirements of this Agreement and the Articles.

The Company must do all things necessary or desirable to give effect to the provisions of this Agreement in accordance with its terms and is bound by all provisions of this Agreement which expressly or by implication apply to the Company.

Acting in the Best Interests of the Company

MANAGEMENT OF THE COMPANY

Management Vests in the Board

Management of the Company vests in the Board of Directors, as supervised by the Board of Commissioners to the extent required by Indonesian Company Law.

The Board of Directors may delegate its functions to the fullest extent permitted by Applicable Law and, subject to Applicable Laws, the Shareholders shall exercise all their votes, powers and rights in relation to the Company to procure that the Board of Directors delegates those functions required to be delegated in accordance with this Agreement.

Shareholders Obligations

Subject to Clause 3.2(b), and except as this Agreement otherwise provides, no Shareholder in its capacity as such may interfere with the management of the Company nor has the authority to give directions to any officers or employees of the Company.

Nothing in this Clause 3.2 restricts the ability of a Shareholder to nominate directors to the Board of Directors, commissioners to the Board of Commissioners or Shareholder Representatives to the Operating Committee or the Finance Committee or to grant or withhold its consent or vote at a Shareholders’ meeting.

Each Shareholder agrees that:

a Shareholder may act in the interests of that Shareholder in performing any of its duties or exercising any power, right or discretion as a Shareholder; and

entry into this agreement does not give rise to a fiduciary duty towards any other Shareholder.

Each Shareholder shall promptly notify the other Shareholders and the Company of all matters it is aware of which may materially adversely affect the operations of the Company and/or the assets of the Company and the Company Subsidiaries.

BOARD OF COMMISSIONERS

Purpose

Number of Commissioners and Designation Rights

The Board of Commissioners shall consist of six (6) commissioners, of whom:

three (3) shall be nominated by Freeport; and

three (3) shall be nominated by Inalum Group.

The Board of Commissioners will:

for the first period of five years from the date of this Agreement, and for each subsequent alternate period of five years, include a President Commissioner who will be a nominee of Freeport and a Vice President Commissioner who will be a nominee of the Inalum Group; and

for the second period of five years from the date of this Agreement, and each subsequent alternate period of five years, include a President Commissioner who will be a nominee of the Inalum Group and a Vice President Commissioner who will be a nominee of Freeport.

Each Shareholder agrees that, if at any time it is then entitled to vote for the appointment of commissioners to the Board of Commissioners, it shall vote all of its Ordinary Shares or execute proxies or written consents, as the case may be, and take all other necessary action (including causing the Company to call a general meeting of Shareholders) in order to ensure that the candidates nominated in accordance with Clause 4.2(a) are appointed to the Board of Commissioners in the positions to which they were nominated in accordance with Clause 4.2(a) (including the positions specified in Clause 4.2(b)). If Applicable Law should prevent or disqualify any nominated candidate from being appointed to the Board of Commissioners, the Person or Persons entitled to nominate the candidate under Clause 4.2(a) shall be entitled to nominate the replacement candidate. The Company shall use its best efforts to cause the candidates nominated by each Shareholder in accordance with this Clause 4.2 to be appointed to the Board of Commissioners.

Term of Appointment

Removal

Vacancies

the Person or Persons entitled under Clause 4.2(a) to nominate such commissioner whose death, disability, retirement, resignation or removal resulted in such vacancy, shall have the exclusive right to nominate another individual (such person, the “Replacement Commissioner Nominee”) to fill such vacancy and serve as a commissioner on the Board of Commissioners;

each Replacement Commissioner Nominee shall be appointed for the remaining term of the commissioner being replaced by such Replacement Commissioner Nominee; and

each Shareholder agrees that if it is then entitled to vote for the election of commissioners to the Board of Commissioners, it shall vote all of its Ordinary Shares, or execute proxies or written consents, as the case may be, and take all other necessary action (including causing the Company to call a general meeting of Shareholders) in order to ensure that the Replacement Commissioner Nominee is appointed to the Board of Commissioners as soon as practicable following the nomination of such Replacement Commissioner Nominee and, in any event, prior to the taking of any other action of the Board of Commissioners.

Meetings

The Board of Commissioners shall hold a regularly scheduled meeting at least quarterly (unless the Board of Commissioners decides on different timing), and at such other times as the President Commissioner may request. The Company shall pay all reasonable out-of-pocket expenses incurred by each commissioner in connection with attending meetings of the Board of Commissioners, meetings of any committee of the Board of Commissioners of which the relevant commissioner is a member and any general meeting of Shareholders.

To the extent Applicable Laws allow, at the request of the Board of Commissioners, the Board of Commissioners may hold meetings at the same time and at the same place as the meetings held by the Board of Directors in accordance with this Agreement.

Members of the Board of Commissioners may participate in a meeting of the Board of Commissioners or any committee thereof, by means of a conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear one another, and such participation shall constitute the presence of such commissioner for purposes of determining whether a quorum has been met.

Meetings of the Board of Commissioners shall be chaired by the President Commissioner or, if the President Commissioner is not present or prevented from attending, the Vice President Commissioner. If both the President Commissioner and Vice President Commissioner are not present or prevented from attending, the meeting shall be chaired by a person elected by and from the commissioners present. The chair of a meeting of the Board of Commissioners may vote in his or her own right but does not have a casting vote.

Notice of Meetings

Quorum

A quorum of the Board of Commissioners shall consist of a majority of the total number of commissioners, however no meeting of the Board of Commissioners shall be considered to have a quorum unless at least one commissioner nominated by each of Freeport (for as long as Freeport holds at least 25% of the outstanding Ordinary Shares) and Inalum Group (for as long as Inalum Group holds at least 25% of the outstanding Ordinary Shares) is in attendance.

If a quorum is not present within 30 minutes from the scheduled start of a meeting:

the meeting is adjourned for a minimum of 24 hours after the time appointed for the original meeting, however the day for the adjourned meeting must be a Business Day; and

the quorum and the place of the adjourned meeting is otherwise the same as for the original meeting.

If a quorum is not present within 30 minutes from the scheduled start of the adjourned meeting, the meeting is dissolved.

The only matters that may be considered at the adjourned meeting are matters which were included in the notice provided in relation to the original meeting under Clause 4.7.

Voting

Subject to Clause 4.9(b), actions of the Board of Commissioners are adopted by the affirmative Majority vote of the Board of Commissioners at a duly convened meeting of the Board of Commissioners at which a quorum is present.

Each member of the Board of Commissioners shall vote in accordance with the decision of the Shareholders in relation to the matters set out in Clause 8.3(f),

Each commissioner on the Board of Commissioners shall have one vote; provided that a Shareholder Representative on the Board of Commissioners shall also be entitled to cast votes on behalf of any other Shareholder Representative on the Board of Commissioners nominated by the same Shareholder(s), that is not in attendance at any meeting by virtue of a power of attorney.

Notwithstanding this Clause 4, on any matter requiring an approval or consent of the Board of Commissioners, the Board of Commissioners or any committee thereof may take such action without a meeting, without notice and without a vote if a consent or consents in writing, setting forth the action to be taken, shall be signed by all of the members of the Board of Commissioners (or in the case of a committee of the Board of Commissioners, all of the members of such committee).

Deadlock Matters

Minutes of Meetings

Language

Meetings of the Board of Commissioners shall be conducted in the English language provided that if a member of the Board of Commissioners is not comfortable with the English language such member shall be entitled, at the cost of the Company, to use the services of an interpreter at such meetings.

All notices of meeting and papers to be considered at any meeting of the Board of Commissioners shall be accompanied by an English translation thereof, as shall any other papers that any member of the Board of Commissioners may reasonably request prior to the meeting.

The draft minutes (subject to approval at the next meeting) of any such meetings shall be provided to the members of the Board of Commissioners in English and in Indonesian within a reasonable time period after such meeting (and in any event by no later than the date on which the agenda and board papers for the next following meeting are due to be circulated); in the event of any inconsistency between the English and Indonesian texts, the English text shall prevail.

Other Actions Taken by the Board of Commissioners

In addition to the committees expressly provided for in this Agreement, the Board of Commissioners may create additional committees as it may determine.

Subject to acting in the best interests of the Company and complying with all Applicable Laws, the Board of Commissioners (and each individual Commissioner making up the Board of Commissioners) must take steps to implement, and may not act inconsistently with the LTIP, the Annual Operating Plan and Annual Financial Plan (after giving effect to any amendments thereto or deviations therefrom to the extent permitted by the terms of this Agreement).

The Company shall not terminate the Freeport Services Agreement without the approval of the Board of Commissioners; provided that if any member of the Board of Commissioners recuses himself or herself or is disqualified from participating in the decision of whether to terminate the Freeport Services Agreement, then the termination of the Freeport Services Agreement will be deemed a Reserve Matter (and accordingly subject to Section 8.3(e)(iv)).

BOARD OF DIRECTORS

Purpose

Number of Directors

The Board of Directors will be constituted by a maximum of six (6) Directors, subject to Clause 5.5.

The initial members of the Board of Directors (which will be appointed with effect on and from the date of this Agreement) shall be:

▇▇▇▇▇▇▇ ▇▇▇▇▇ Wenas (▇▇▇▇ ▇▇▇▇▇);

▇▇▇▇▇ ▇▇▇▇▇▇ Moedak;

Jenpino Ngabdi;

Achmad Ardianto;

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; and

▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Term of Appointment

Removal

Subject to Clause 5.4(d), each Shareholder agrees that, if at any time it is then entitled at a general meeting of Shareholders to vote for the removal of any Director, it shall not vote any of its Ordinary Shares or execute proxies or written consents, as the case may be, in favour of the removal of any Director, unless such Director fails to (each, a “Disqualifying Action”):

take action to carry out, or takes any action contrary to, the LTIP or the Annual Operating Plan (after giving effect to any amendments thereto or deviations therefrom to the extent permitted by the terms of this Agreement);

approve a dividend that is in accordance with the Dividend Policy or schedule 9; or

comply with the Articles (including any of the Corporate Policies), this Agreement or Applicable Laws,

If, prior to the end of the Initial Period, Freeport determines (acting reasonably) that any Director has committed a Disqualifying Action, Freeport may notify the Inalum Group of the Disqualifying Action, in which case Inalum Group will act expeditiously and vote in favor of the removal of such Director. Any Director so removed will be replaced on the Board of Directors by a designee of the Nominating Committee (it being understood and agreed that the replacement of such Director shall not be a condition to such Director’s removal and, until such time as the Nominating Committee makes any such replacement, the Board of Directors will continue to act in the ordinary course).

After the end of the Initial Period, each of Freeport or Inalum may notify the other of a Disqualifying Action by any Director, together with reasonable evidence to support such claim, in which case the Party who received such notice will act expeditiously and vote in favour of the removal of such Director, unless, acting reasonably, such Party has the justified belief that the evidence

Without limiting the foregoing, if the Directors are designated pursuant to the Shareholder Designated Procedure, if the Person or Persons entitled to nominate any Director pursuant to Clause 5.5(a) shall request in writing the removal of such Director, each Shareholder shall vote all of its Ordinary Shares or execute proxies or written consents, as the case may be, and take all other necessary action (including causing the Company to call a general meeting of Shareholders) in order to ensure such Director is removed (and such Director shall be replaced pursuant to Clause 5.5(d)(ii)).

The Nominating Committee and Vacancies

The Nominating Committee shall, acting in the best interests of the Company, develop qualifications required of, and a selection process in respect of, prospective members of the Board of Directors; provided that if, prior to the end of any five-year term of the Board of Directors, the Nominating Committee has not agreed on the successor members of the Board of Directors, such successor members shall be designated as follows (the “Shareholder Designation Procedure”):

three (3) Directors nominated by Freeport (for so long as Freeport holds at least 25% of the outstanding Ordinary Shares) and three (3) Directors nominated by Inalum Group (for so long as Inalum Group holds at least 25% of the outstanding Ordinary Shares); and

the Nominating Committee shall determine the roles of the Directors.

A quorum of the Nominating Committee shall consist of all of the members of the Nominating Committee (present in person or by power attorney as contemplated by the following sentence). A Shareholder Representative on the Nominating Committee shall be entitled to cast votes on behalf of any other Shareholder Representative on the Nominating Committee nominated by the same Shareholder(s), that is not in attendance at any meeting by virtue of a power of attorney. Actions of the Nominating Committee are adopted by the affirmative vote of the majority of the members of the Nominating Committee.

The Nominating Committee shall develop a secondment policy pursuant to which the Shareholders would have an opportunity to second employees to the Company and the Company Subsidiaries.

If as a result of the death, disability, retirement, resignation, removal or otherwise, a Director appointed by the Nominating Committee ceases to serve on the Board of Directors:

if the Board was not comprised pursuant to the Shareholder Designation Procedure, then (A) the Nominating Committee, acting in the best interests of the Company, shall nominate another individual (such person, the “Replacement Director Nominee”) to fill such vacancy, (B) such Replacement Director Nominee shall be appointed for the remaining term of the Director being replaced by such Replacement Director Nominee; and (C) if the Nominating Committee does not agree on the appointment of any Replacement Director Nominee with respect to a vacancy, then such vacancy shall remain until such time as the Nominating Committee so agrees; provided that if the Nominating Committee’s failure to agree on a Replacement Director Nominee would result in the Board being comprised of fewer than four (4) Directors, then the Shareholder Designation Procedure shall apply except that during the Initial Period Freeport shall (in consultation with, and giving due regard to the views of, Inalum Group) determine the roles of Directors other than the President Director (who shall be determined by the Nominating Committee); or

if the Board was comprised pursuant to the Shareholder Designation Procedure, then the Shareholder that nominated the vacating Director shall be entitled to nominate a replacement for that Director and such replacement shall be appointed for the remaining term of the Director being replaced.

Shareholder Voting for Nominated Directors

Meetings

The Board of Directors shall hold a regularly scheduled meeting at least once every calendar quarter, and at such other times as a majority of the members of the Board of Directors may agree. The Company shall pay all reasonable out-of-pocket expenses incurred by each member of the Board of Directors in connection with attending meetings of the Board of Directors, meetings of any committee of the Board of Directors of which the relevant member of the Board of Directors is a member, and any general meeting of Shareholders.

To the extent Applicable Laws allow, at the request of the Board of Directors, the Board of Directors may hold meetings at the same time and at the same place as the meetings held by the Board of Commissioners in accordance with this Agreement.

Members of the Board of Directors may participate in a meeting of the Board of Directors or any committee thereof, by means of a conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear one another, and such participation shall constitute the presence of such member for purposes of determining whether a quorum has been met.

Meetings of the Board of Directors shall be chaired by the President Director, or if the President Director is not present or prevented from attending, the Vice President Director. If both the President Director and the Vice President Director are not present or prevented from attending, the meeting shall be chaired by a person elected by and from the Directors present. The chair of a meeting of the Board of Directors may vote in his or her own right but does not have a casting vote.

Notice of Meetings

Quorum

A quorum of the Board of Directors shall consist of a majority of the total number of members of the Board of Directors; provided that during periods where the Directors have been appointed by the Shareholders pursuant to the Shareholder Designation Procedure, no meeting of the Board of Directors shall be considered to have a quorum unless at least one Director nominated by each of Freeport (for as long as Freeport holds at least 25% of the outstanding Ordinary Shares) and Inalum Group (for as long as the Inalum Group holds at least 25% of the outstanding Ordinary Shares) is in attendance.

If a quorum is not present within 30 minutes from the scheduled start of a meeting:

the meeting is adjourned for a minimum of 24 hours after the time appointed for the original meeting, however the day for the adjourned meeting must be a Business Day; and

the quorum and the place of the adjourned meeting is otherwise the same as for the original meeting.

If a quorum is not present within 30 minutes from the scheduled start of the adjourned meeting, the meeting is dissolved.

The only matters that may be considered at the adjourned meeting are matters which were included in the notice provided in relation to the original meeting under Clause 5.8.

Voting

Actions of the Board of Directors are adopted by the affirmative Majority vote of the Board of Directors at a duly convened meeting of the Board of Directors at which a quorum is present.

Each member of the Board of Directors shall vote in accordance with the decision of the Shareholders in relation to the matters set out in Clause 8.3(f), and take all actions necessary to give effect to any affirmative vote of the Shareholders under Clause 8.3(f).

Each member on the Board of Directors shall have one vote; provided that a Shareholder Representative on the Board of Directors shall be entitled to cast votes on behalf of any other Shareholder Representative on the Board of Directors nominated by the same Shareholder(s) pursuant to Clause 5.5(a), that is not in attendance at any meeting by virtue of a power of attorney.

Notwithstanding this Clause 5, on any matter requiring an approval or consent of the Board of Directors, the Board of Directors or any committee thereof may take such action without a meeting, without notice and without a vote if a

Deadlock Matters

Subject to Clauses 5.11(b), all Deadlock Matters in respect of the Board of Directors must be referred to the Board of Commissioners for a decision.

If a Deadlock Matter in respect of the Board of Directors occurs in relation to the approval of an Annual Financial Plan, the Deadlock Matter will be deemed resolved pursuant to Clause 9.3(a)(iv).

If a Deadlock Matter in respect of the Board of Directors occurs in relation to a matter described in Clause 7.7(c), the Board of Directors will be deemed to have approved all matters that were approved by the Finance Committee.

The Shareholders, the Board of Commissioners, the Board of Directors, the Operating Committee, the Finance Committee and any other committee of the Company established in accordance with this Agreement must each, to the extent required by (and subject to) all Applicable Laws or otherwise, and acting in the best interests of the Company, take all such action and do all such things (including pass any resolution or sign or date any document) necessary to effect any resolution that applies to a Deadlock Matter in respect of the Board of Directors under Clause 5.11(b).

Minutes of Meetings

Language

Meetings of the Board of Directors shall be conducted in the English language provided that if a member of the Board of Directors is not comfortable with the English language, such member shall be entitled, at the cost of the Company, to use the services of an interpreter at such meetings.

All notices of meeting and papers to be considered at any meeting of the Board of Directors shall be accompanied by an English translation thereof, as shall

The draft minutes (subject to approval at the next meeting) of any such meetings shall be provided to the members of the Board of Directors in English and in Indonesian within a reasonable time period after such meeting (and in any event by no later than the date on which the agenda and board papers for the next following meeting are due to be circulated); in the event of any inconsistency between the English and Indonesian texts, the English text shall prevail.

Other Actions Taken by the Board of Directors

In addition to the committees expressly provided for in this Agreement, the Board of Directors may create additional committees as it may determine.

Subject to acting in the best interests of the Company and complying with all Applicable Laws, the Board of Directors (and each individual Director making up the Board of Directors) must take steps to implement, and may not act inconsistently with the LTIP, the Annual Operating Plan and Annual Financial Plan (after giving effect to any amendments thereto or deviations therefrom to the extent permitted by the terms of this Agreement).

Health, Security, Environment and Community Development

The Board of Directors will unanimously agree on the appointment of an appropriate consultant to advise the Board of Directors with respect to community development and government relations.

The Shareholders agree to adopt the practices of the Company at the time of entering into this Agreement in respect of:

engaging an independent third party to conduct an environmental audit every three years;

implementing the International Council on Mining & Metals (“ICMM”) Sustainable Development Framework;

applying the ICMM’s ten Sustainable Development Principles that are linked to the United Nations Sustainable Development Goals;

adhering to the United Nations Guiding Principles on Business and Human Rights; and

supporting the Extractive Industries Transparency Initiative.

OPERATING COMMITTEE

General

The Company acting through the Board of Directors shall form an operating committee (the “Operating Committee”), which shall have five members.

Three members of the Operating Committee shall be appointed by Freeport and two members shall be appointed by Inalum Group. All members of the Operating Committee must act in the best interests of the Company in fulfilling their duty as a member of the Operating Committee. Each Shareholder, member of the Board of Commissioners and member of the Board of Directors shall take all necessary action in order to ensure that the candidates appointed in accordance with this Clause are appointed to the Operating Committee.

The Operating Committee will be given delegated authority from the Board of Directors (including making decisions):

to the extent provided in schedule 7;

to develop the draft annual operating plan for approval by the Board of Directors (and if applicable the Shareholders) in accordance with Clauses 6.1(d) and 6.1(e) and oversee the implementation of the Annual Operating Plan approved by the Board of Directors, including:

being responsible for ensuring that the day to day activities and operations of the Company and the Company Subsidiaries are carried out in accordance with the Annual Operating Plan; and

providing the Board of Directors with quarterly reports on the operations and activities of the Company, responding to any reasonable requests for information from the Board of Directors;

to manage the operations of the Company and the Company Subsidiaries, including where relevant making recommendations to the Board of Directors in relation to the activities of the Company;

to enter into, amend, waive, terminate and take any other actions with respect to contracts so long as such actions are consistent with the Annual Operating Plan and LTIP (after giving effect to any amendments thereto or deviations therefrom to the extent permitted by the terms of this Agreement); and

to select and manage the retention of key operating personnel of the Company and the Company Subsidiaries required to support and implement the Annual Operating Plan and the operations of the Company and the Company Subsidiaries.

The Operating Committee shall, no later than 20 October each year, prepare a draft annual operating plan for the activities and operations of the Company for the next calendar year, which draft plan will cover similar topics in similar level of detail as the example draft annual operating plan set forth on schedule 5. The draft annual operating plan must be consistent with Corporate Policies and Applicable Laws.

No later than 20 days following preparation of the draft annual operating plan, the Operating Committee shall hold a meeting to review the draft annual operating plan and either:

approve the draft annual operating plan, after which it will be referred to:

the Board of Directors; and, if applicable,

the Shareholders if it includes an activity that constitutes a Reserved Matter under Clause 8.3(f),

not approve the draft annual operating plan, and set out reasons why the proposed plan was not approved.

If the Operating Committee does not approve the draft annual operating plan, then the Operating Committee must prepare a revised plan that still meets the requirements of Clause 6.1(d), but addresses the reasons stated by the Operating Committee as to why it did not approve the draft annual operating plan pursuant to Clause 6.1(e)(ii). The Operating Committee shall hold a meeting to review the revised draft annual operating plan in which case either the provisions of Clause 6.1(e)(i) or Clause 6.1(e)(ii) will apply,

The Operating Committee may prepare updates to the Annual Operating Plan each quarterly period during the currency of the Annual Operating Plan. Any updates to the Annual Operating Plan must meet the requirements of Clause 6.1(d) and be approved in accordance with Clause 6.1(e) before they are effective.

Actions that are not approved in the Annual Operating Plan and constitute a deviation to the LTIP require Shareholder approval as a Reserved Matter pursuant to Clause 8.3(f); provided that the Operating Committee and the Company may take actions that constitute a deviation to the then-current Annual Operating Plan without Shareholder approval in the following circumstances:

the plan or action does not constitute a Significant Deviation to the LTIP; or

the action is a Non-Discretionary Action.

The Shareholders agree and acknowledge that the LTIP may require amendment as a result of any circumstance described in, and/or action taken pursuant to, Clause 6.1(h)(ii), and will engage in good faith discussions with each other to agree such amendments to the LTIP.

Reporting

Meetings

The Operating Committee shall hold a regularly scheduled meeting at least once every calendar quarter, and at such times as determined by a majority of the members of the Operating Committee, to review the operations of the Company, studies related to the Company’s mining and development plans, and environmental management programs, and to monitor execution of Company’s capital projects and other activities against the Annual Operating Plan.

Any member of the Operating Committee may call a special meeting by notice to the other members of the Operating Committee in accordance with Clause 6.4 (“Operating Committee Special Meeting”).

The Operating Committee may hold meetings by means of telephone or video conference or similar, so long as all Persons participating in the meeting can hear one another, and such participation will constitute the presence of such Person for the purposes of determining whether a quorum has been met.

Notice of Meeting

Quorum

A quorum of the Operating Committee shall consist of a majority of the total number of members of the Operating Committee, however no

If a quorum is not present within 30 minutes from the scheduled start of a meeting:

the meeting is adjourned for a minimum of 24 hours after the time appointed for the original meeting, however the day for the adjourned meeting must be a Business Day; and

the quorum and the place of the adjourned meeting is otherwise the same as for the original meeting.

If a quorum is not present within 30 minutes from the scheduled start of the adjourned meeting, the meeting is adjourned for a minimum of three Business Days after the appointed time for the adjourned meeting and the place of the second adjourned meeting is otherwise the same as for the original meeting. The quorum for the second adjourned meeting of the Operating Committee shall consist of a majority of the total number of members of the Operating Committee.

The only matters that may be considered at the adjourned meeting or the second adjourned meeting are matters which were included in the notice provided in relation to the original meeting under Clause 6.5(b).

Voting

Each member of the Operating Committee will have one vote, and all actions of the Operating Committee will be decided by Majority vote. A Shareholder Representative on the Operating Committee shall be entitled to cast votes on behalf of any other Shareholder Representative on the Operating Committee nominated by the same Shareholder(s), that is not in attendance at any meeting by virtue of a power of attorney.

Each member of the Operating Committee shall vote in accordance with the decision of the Shareholders in relation to the matters set out in Clause 8.3(f), and take all actions necessary to give effect to any affirmative vote of the Shareholders under Clause 8.3(f).

Minutes of Meetings

Deadlock Matters

Removal and Vacancies

FINANCE COMMITTEE

General

The Company acting through the Board of Directors shall form a finance committee (the “Finance Committee”), which shall have four members.

Two members of the Finance Committee shall be appointed by Freeport and two members shall be appointed by Inalum Group. All members of the Finance Committee must act in the best interests of the Company in fulfilling their duty as a member of the Finance Committee.

The Finance Committee will be given delegated authority from the Board of Directors (including making decisions) to be responsible for developing a draft annual financial plan (approved in accordance Clauses 7.1(e) and 7.1(f)) and for overseeing the execution of the Annual Financial Plan approved by the Board of Directors, including:

to review finance forecasts, operating and maintenance budgets and capital expenditure requirements;

to review financial statements;

to review and make recommendations to the Board of Directors for the declaration and distribution of interim dividends in accordance with the Dividend Policy;

to review corporate insurance coverage with the Operating Committee;

to review and approve the manner in which operating and/or capital costs are to be funded;

to review and recommend approval of financial commitments and major corporate strategic actions; and

to make recommendations to the Board of Directors in relation to the above.

The Finance Committee shall report periodically to the Board of Directors and the Board of Directors will retain oversight of the Finance Committee.

The Finance Committee shall, no later than 20 October each year, prepare a draft financial plan for the activities and operations of the Company for the next calendar year, which draft annual financial plan will cover similar topics in similar level of detail as the example draft annual financial plan set forth on schedule 5. The draft annual financial plan must be consistent with the Annual Operating Plan, Corporate Policies and Applicable Laws, and contain a breakdown on a quarterly basis of:

decisions on the Company’s leverage, including long- and short-term debt;

implementation of the Dividend Policy;

managing fluctuations in interests rates and commodity prices (hedging) and investment of financial assets;

estimated capital costs and operating costs to be incurred during the applicable calendar year;

estimated production of products;

estimated revenues;

amounts and timing of expected cash requirements for the Company, including for any smelter project and expansion projects; and

such other items that the Finance Committee may deem necessary or desirable.

No later than 20 days following preparation of the draft annual financial plan the Finance Committee shall hold a meeting to review the draft annual financial plan and either:

approve the draft annual financial plan, after which it will be referred to:

the Board of Directors; and, if applicable,

the Shareholders if it includes an activity that constitutes a Reserved Matter under Clause 8.3(f),

not approve the draft annual financial plan, and set out reasons why the draft annual financial plan was not approved.

If the Finance Committee does not approve the draft annual financial plan, then the Finance Committee must prepare a revised draft annual financial plan that still meets the requirements of Clause 7.1(e), but addresses the reasons stated by the Finance Committee as to why it did not approve the draft annual financial plan pursuant to Clause 7.1(f)(ii). The Finance Committee shall hold a meeting to review the revised draft annual finance plan in which case either the provisions of Clause 7.1(f)(i) or Clause 7.1(f)(ii) will apply,

The Finance Committee may prepare updates to the Annual Financial Plan each quarterly period during the currency of the Annual Financial Plan. Any updates to the Annual Financial Plan must meet the requirements of Clause 7.1(e) and be approved in accordance with Clause 7.1(f) before they are effective.

Actions that are not approved in the Annual Financial Plan and constitute a deviation to the LTIP require Shareholder approval as a Reserved Matter pursuant to Clause 8.3(f); provided that the Operating Committee, Finance Committee and the Company may take actions that constitute a deviation to the then-current Annual Financial Plan without Shareholder approval in the following circumstances:

the plan or action does not constitute a Significant Deviation to the LTIP; or

the action is a Non-Discretionary Action.

Meetings

The Finance Committee shall hold a regularly scheduled meeting at least once every calendar quarter, and at such times as determined by a majority of the

Any member of the Finance Committee may call a special meeting by notice to the other members of the Finance Committee in accordance with Clause 7.3 (“Finance Committee Special Meeting”).

The Finance Committee may hold meetings by means of telephone or video conference or similar, so long as all Persons participating in the meeting can hear one another, and such participation will constitute the presence of such Person for the purposes of determining whether a quorum has been met.

Notice of Meeting

Quorum

A quorum of the Finance Committee shall consist of a majority of the total number of members of the Finance Committee, however no Finance Committee meeting shall be considered to have a quorum unless at least one representative of each of Freeport (for as long as Freeport holds at least 25% of the outstanding Ordinary Shares) and the Inalum Group (for so long as the Inalum Group holds at least 25% of the outstanding Ordinary Shares) is in attendance. Each Shareholder must use reasonable efforts to cause its representatives to attend or participate in each meeting and no Shareholder shall withhold the presence or participation of its representatives to forestall decisions of the Finance Committee.

If a quorum is not present within 30 minutes from the scheduled start of a meeting:

the meeting is adjourned for a minimum of 24 hours after the time appointed for the original meeting, however the day for the adjourned meeting must be a Business Day; and

the quorum and the place of the adjourned meeting is otherwise the same as for the original meeting.

If a quorum is not present within 30 minutes from the scheduled start of the adjourned meeting, the meeting is dissolved.

The only matters that may be considered at the adjourned meeting are matters which were included in the notice provided in relation to the original meeting under Clause 7.2(c).

Voting

Minutes of Meetings

Deadlock Matters

Subject to Clauses 7.7(b) and 7.7(c), Deadlock Matters in respect of the Finance Committee will be referred to the Board of Directors for consideration.

In respect of a Deadlock Matter in respect of the Finance Committee relating to the approval of a recommendation to the Board of Directors of a draft annual financial plan, the Deadlock Matter will be resolved by the Finance Committee being deemed to recommend to the Board of Directors the draft annual financial plan provided it satisfies the criteria set out in Clauses 9.3(a)(iv)(A) to 9.3(a)(iv)(E).

In respect of a Deadlock Matter in respect of the Finance Committee relating to:

the approval of a Reserved Matter, such Deadlock Matter will be referred to the Shareholders pursuant to Clause 8.3(f);

the approval of the manner in which any operating or capital costs to be incurred by the Company will be funded that is not set out or considered in the Annual Financial Plan, such Deadlock Matter will be resolved by the Finance Committee being deemed to approve that any operating or

the approval of a recommendation to the Board of Directors of any distributions or dividends, which Deadlock Matter will be resolved by the Board of Directors being deemed to approve any distribution or dividend that is in accordance with the Dividend Policy or schedule 9.

Removal and Vacancies

SHAREHOLDER MATTERS

Meetings

The Company shall hold a general meeting of the shareholders of the Company annually, and no later than six months following the end of each fiscal year.

The Board of Directors shall convene a general meeting of shareholders at the written request of the Board of Commissioners, or at the written request of one or more shareholders representing (whether jointly or individually) at least 10% of the total Ordinary Shares (which may consist of one or more Shareholders). Any such written request by shareholders must be sent by registered mail, stating the matter to be discussed together with the reasons, with a copy submitted to the Board of Commissioners.

A circular resolution in writing signed by or on behalf of all the Shareholders shall be as valid and effective for all purposes as a resolution passed by the Shareholders at a meeting duly convened, held and constituted.

Quorum

Voting Thresholds

Each Share will carry one vote on both a show of hands and a poll at any Shareholder meeting. The chairman at any Shareholder meeting shall not be entitled to a second or casting vote.

Subject to Clauses 8.3(d), 8.3(e) and 8.3(f), all actions of the shareholders of the Company shall require the affirmative vote of at least two-thirds of the votes cast by eligible Shareholders at a duly-convened meeting of the Shareholders at which a quorum is present.

Except in relation to the matters set out in Clauses 8.3(d), 8.3(e) and 8.3(f), and subject to the terms of this Agreement, each of the Shareholders agrees to vote their shares and to exercise their rights under the Articles and the Indonesian Company Law to:

support the decisions of the Board of Directors (including to follow recommendations made by the Operating Committee and Finance Committee under delegated authority from the Board of Directors) and the Board of Commissioners;

uphold the agreed governance structure set forth in this Agreement; and

ensure compliance with this Agreement and Applicable Laws.

The approval of any amendment to the Articles shall require the affirmative vote representing at least two-thirds of the outstanding Ordinary Shares.

The approval of the following shall require the affirmative vote of at least 75% of the votes cast by eligible Shareholders at the applicable Shareholders’ meeting:

any merger, amalgamation, acquisition, spin-off, bankruptcy filing, extension of the period of establishment of the Company or any Company Subsidiary or dissolution of the Company or any of the Company Subsidiaries;

any grant of a security interest over more than 50% of the Company’s consolidated assets in any fiscal year;

any dismissal of any member of the Board of Commissioners or Board of Directors of the Company or any of the Company Subsidiaries; and

Reserved Matters.

Inalum Group shall have the right to approve the following actions at a general meeting of Shareholders (or by written resolution), prior to such actions being taken, provided that, at the time consent is required, Inalum Group holds at least 25% of the outstanding Ordinary Shares (each such action, a “Reserved Matter”):

approval of any draft annual operating plan or draft annual financial plan, or any amendment thereto that includes an action or expense that is a Significant Deviation to the LTIP (other than Significant Deviations resulting from Non-Discretionary Actions); provided that, to the extent any draft annual operating plan required to be approved pursuant to this Clause 8.3(f)(i) is not approved, the Shareholders shall work in good faith to develop and approve an alternative draft annual operating plan, and, prior to the time at which such alternative draft annual operating plan is agreed, the Company shall continue to operate prudently in the ordinary course to continue developing the projects identified by the LTIP and to incur costs to protect the value of the resources as contemplated by the LTIP;

any change in the Company’s share capital;

any material modification of the purpose of the Company or duration of the Company, including by way of merger or division of the Company, the sale of all or substantially all of the assets and liabilities of the Company, or proposal that the Company be dissolved or subject to receivership or administration;

any grant of a security interest over more than 50% of the Company’s consolidated assets in any fiscal year;

any proposed change in the residency of the Company for tax purposes;

any proposal to materially amend, waive any material right under or terminate the Company’s special mining business permit (the “IUPK”);

any incurrence of indebtedness for borrowed money which:

exceeds US$1 billion in aggregate and would cause the Interest Coverage Ratio to fall below two to one; or

is not on arms’ length terms;

any acquisition or disposition (in each case, whether of stock or assets, whether affected by purchase, sale, merger or otherwise):

in excess of US$250 million; or

that is not on arms’ length terms;

any transactions with any Shareholder or Affiliate of a Shareholder, other than:

the entry into Shareholder Loans; and

the Freeport Services Agreement and a revolving credit note (including any drawdowns thereunder) (substantially in the form set out on schedule 8),

payment of any dividends other than in accordance with the Dividend Policy or schedule 9.

Deadlock Matters

Provisions of the Articles

Implementation of the LTIP, Dividend Policy, Annual Operating Plan and Annual Financial Plan

DEADLOCK

Referral to Shareholder senior executives for good faith discussion

If a Deadlock Matter in respect of:

the Shareholders; or

the Board of Commissioners,

Any Deadlock Notice must set out:

the fact that a Relevant Deadlock Matter has occurred and the background for the Relevant Deadlock Matter as understood by that Shareholder;

the proposed resolution and the dates on which the meeting of the Shareholders or the meeting of the Board of Commissioners (as applicable) was held; and

the proposed dates, times and places (being within 28 days from the date of the Deadlock Notice) for the Deadlock Appointees to meet and discuss in good faith to attempt to resolve the Relevant Deadlock Matter.

Within 14 days from receipt of the Deadlock Notice by all Deadlock Appointees, the Deadlock Appointees shall discuss in good faith with a view to resolving the Relevant Deadlock Matter and shall, in good faith and within 30 days of receipt of a Deadlock Notice by all Deadlock Appointees, schedule two meetings, with at least one meeting being in person, at a venue agreed by the Deadlock Appointees.

If a Deadlock Appointee intends to be accompanied at the meeting by an attorney and/or a consultant, each other Deadlock Appointee shall be given written notice of such intention at least three (3) Business Days in advance and may also be accompanied at the meeting by an attorney and/or a consultant.

Ultimate Deadlock Matters

and a relevant Ultimate Deadlock Resolution applies, the Relevant Deadlock Matter shall be exclusively and ultimately resolved in accordance with the applicable Ultimate Deadlock Resolution;

and if no relevant Ultimate Deadlock Resolution applies, the matter will not be resolved unless the Shareholders otherwise agree and the Relevant Deadlock Matter will not proceed.

Ultimate Deadlock Resolutions

Relevant Deadlock Matters that are not finally resolved in accordance with Clause 9.1 within 30 days of receipt of a Deadlock Notice by all Deadlock Appointees will be exclusively and ultimately resolved as follows:

in respect of the distribution of dividends (including interim dividends), the distribution of dividends that are in accordance with the Dividend Policy or schedule 9;

in respect of the approval of any annual financial statements to be used in the annual report by the Board of Commissioners, the approval of financial statements that have been audited;

in respect of the approval of the Annual Operating Plan, the approval of an Annual Operating Plan that:

is in the prescribed format for the Annual Operating Plan;

adheres to Applicable Laws;

is consistent with the Corporate Policies;

has been approved by the Operating Committee in accordance with this Agreement; and

does not Significantly Deviate from the LTIP,

in respect of the approval of any Annual Financial Plan, the approval of an Annual Financial Plan that:

is in the prescribed format of the Annual Financial Plan;

adheres to Applicable Laws;

is consistent with the Corporate Policies;

is consistent with the approved Annual Operating Plan; and

does not Significantly Deviate from the LTIP,

The Shareholders, the Board of Commissioners, the Board of Directors, the Operating Committee, the Finance Committee and any other committee of the Company established in accordance with this Agreement must each, to the extent required by (and subject to) all Applicable Laws or otherwise, and acting in the bests interests of the Company, take all such action and do all such things (including pass any resolution or sign or date any document) necessary to effect any Ultimate Deadlock Resolution that applies under the provisions of this Agreement.

Operation of the Company’s Business

the existence of any Deadlock Matter does not have the effect of relieving or excusing any Party from the performance of any obligation under this Agreement and each Party must continue to perform such obligations as and when required under this Agreement during any period in which a deadlock persists; and

without limiting Clause 9.4(a), each Shareholder must:

procure that its senior executive officers discuss any Relevant Deadlock Matter in accordance with Clause 9.1; and

at all times, comply with, and discharge its obligations under Applicable Law, the Articles and this Agreement.

DIVIDEND POLICY AND FUNDING

Dividend Policy

Funding

Funding shall be undertaken by the Company in accordance with Annual Financial Plans.

All capital calls made by the Company shall be funded in the manner set forth in Section 3.05 of schedule 9.

Shareholder Loans

With respect to any funding needs of the Company or any Company Subsidiary and to the extent provided for in the Annual Financial Plan, the

No Shareholder shall be obliged to provide funds in respect of cash calls under Clause 10.2(b); provided that in the event any other Shareholder is willing to provide the Company with the funds sufficient to meet the obligations required by such capital call, all Shareholders who fund such capital call shall be required to fund such capital call by way of a Shareholder Loan at an interest rate of LIBOR plus 6% per annum.

Financial Records for the Company to be Kept

correctly record and explain the financial position, financial performance and cash flows of the Company (including all capital and operating costs that accrue); and

would enable true and fair financial accounts for the Company to be prepared and audited.

Preparing Accounts for the Company

management accounts for the Company for each quarter detailing the financial position of the Company as at the end of the quarter and for the fiscal year to date;

financial accounts for the Company for each quarter, including the following financial statements in respect of those accounts:

balance sheet;

profit and loss statement; and

cash flow statement; and

that comply with all applicable accounting standards and generally accepted accounting principles in Indonesia. The functional currency of the Company shall be United States dollars.

Audit

The Company must ensure that the financial accounts for the Company for each fiscal year are audited within 90 days after the end of the fiscal year. The auditor of the Company shall be the same as the auditor of the ultimate parent company of Freeport; provided that the auditor appointed by the ultimate parent company of Freeport is a “big four” accounting firm.

A Shareholder may, (no more than once in each fiscal year and at that Shareholder’s own expense), cause an audit of the financial accounts for the Company to be conducted by notifying the Company and each other Shareholder at least 14 days before the start of the audit.

To the extent necessary to facilitate the conduct of any audit under this Clause 10.6, the Company must facilitate reasonable access by the auditors to all information reasonably requested, at all reasonable times and on reasonable prior written notice.

Reports for the Directors and Commissioners

the management accounts for the fiscal year prepared by the Company under Clause 10.4;

details of the activities and operations of the Company conducted during the fiscal year;

a comparison of the activities and operations conducted by the Company during, and the financial position and financial performance of the Company as at the end of, the fiscal year with the targets and budgeted performance in the relevant approved Annual Operating Plan and Annual Financial Plan together with an explanation for any significant differences between them;

details of any factors having the potential to affect the targets, projections or budgeted performance contained in the currently relevant approved Annual Operating Plan and Annual Financial Plan for the fiscal year;

details of any key events and developments relating to the Company; and

any other information as may be reasonably required by any Director or commissioner to allow the Board of Directors or the Board of Commissioners, as applicable, to understand the financial affairs of the Company and to control the efficient operation of the Company.

Reports for Shareholders

The Company must give the Shareholders within 90 days after the end of each fiscal year a detailed annual report which includes the audited financial accounts and financial statements for the fiscal year prepared by the Company under Clause 10.5(b) and audited under Clause 10.6.

The Company must give the Shareholders a copy of all minutes of meetings confirmed pursuant to this Agreement in respect of meetings of the Board of Commissioners, the Board of Directors, the Operating Committee, the Finance Committee and any other committees created under this Agreement, promptly after completion of the relevant meeting.

The Company must give the Shareholders all material returns and reports (and each other return and report as requested) submitted to the Government of Indonesia under the IUPK, within a reasonable time before the latest day for such submission to permit time for review by the Shareholders, provided that tax returns shall not be required to be provided by the Company under this Clause 10.8(c).

The Company must give each Shareholder all financial or other information, including Mining Information and any relevant information produced or provided to the Company by a third party (including any Persons that are not Affiliates of the Company or either Shareholder), as the Shareholder may from time to time request in writing.

The Company must upon reasonable prior notice by a Shareholder, permit representatives of that Shareholder at all reasonable times during normal working hours to inspect and obtain copies of all documents, records and accounts under the control of the Company or the Company Subsidiaries, provided that the frequency and duration of inspections shall be without undue hindrance to the proper conduct of the operations or activities of the Company and the Company Subsidiaries.

Request for Additional Information

Supplementary Information

a written request is made by a Shareholder to the Board of Directors; and

the request is approved by the Board of Directors, such approval to be considered within 15 days of the request and not to be unreasonably withheld.

Access to Operations

RESTRICTIONS ON TRANSFER

General Restrictions on Transfer

Subject to Applicable Law, Ordinary Shares are not Transferable by the holders thereof without the consent of the other Shareholders, unless (i) at the time of and as a condition to any such Transfer, the transferee agrees to comply with the restrictions and obligations set forth in this Agreement as if it were the transferor by executing an Adherence Agreement and (ii) prior to the consummation of an IPO, Freeport complies with Clause 11.2 with respect to any Transfer by Freeport to a Person other than (A) a Qualifying Mining Company or (B) any of Freeport’s Affiliates; (iii) prior to the consummation of an IPO, Inalum Group complies with Clause 11.2 with respect to any Transfer by Inalum Group to a Person other than any of Inalum Group’s Affiliates. The provisions of Clause 11.2 shall terminate upon the consummation of an IPO and thereafter the Parties shall be free to Transfer their Ordinary Shares, subject to clause (i) of the preceding sentence to the extent the transferee of such Ordinary Shares shall be assigned any rights of the transferring Party hereunder.

Notwithstanding any other provision of this Agreement, the Company must not register a Transfer of Ordinary Shares to any person who is not a Party (each such person, an “Incoming Shareholder”) in its shareholders register, unless and until that person executes and delivers to the Company an Adherence Agreement.

The Parties acknowledge and agree that, upon the delivery to the Company of an Adherence Agreement executed by the Incoming Shareholder, the Incoming Shareholder shall be deemed to be a party to and to be bound by this Agreement as a Shareholder, and shall accordingly (without prejudice to any antecedent liabilities of the transferor of the Ordinary Shares acquired by the Incoming Shareholder (if applicable)) be entitled to all rights available to, and bound by all obligations applicable to, a holder of the class of shares in the Company acquired by the Incoming Shareholder and shall be otherwise bound by and entitled to the benefit of this Agreement.

Any attempt to Transfer any Ordinary Shares not in compliance with this Agreement shall be null and void ab initio, and the Company shall not, and shall cause any transfer agent not to, give any effect in the Company’s stock records to such attempted Transfer.

Pre-emption Rights

If Freeport or a member of the Inalum Group (“Transferor”) intends to transfer, other than, in the case of Freeport, to a Qualifying Mining Company or, in the case of either Freeport or Inalum Group, any of such Transferor’s Affiliates, any or all of its Ordinary Shares (“Transfer Shares”), it must, prior to the completion of such transfer, give a notice (“Transfer Notice”) to the other (the “Non-transferring Shareholders”) and the Company that specifies:

the number of Ordinary Shares it intends to transfer (which must not be less than 5% of the issued Ordinary Shares);

the price at which it is willing to transfer the Transfer Shares (which must be a cash price only) (“Transfer Price”); and

all other material terms on which the Transferor is willing to transfer the Transfer Shares (which shall include an acknowledgement that certain Authorisations may be required to effect the transfer of the Transfer Shares).

A Transfer Notice is irrevocable once given, unless the Non-transferring Shareholders agree otherwise.

The Transfer Notice is an offer by the Transferor to sell all (but not less than all) of the Transfer Shares to the Non-transferring Shareholders in proportion to their Percentage Interests (determined as at the date of the Transfer Notice) at the Transfer Price and on the other terms set out in the Transfer Notice (the “Offer”).

The Non-transferring Shareholders may accept the Offer as to all (but not less than all) of the Transfer Shares (which may be conditional on the relevant Non-transferring Shareholder obtaining applicable Authorisations) by giving a notice (“Transfer Acceptance Notice”) to the Transferor and the Company within 30 days after the Transfer Notice is given (“Offer Period”), as long as such acceptance does not breach Government Regulation No. 23 of 2010 on the Implementation of Mineral and Coal Mining Business Activities and MEMR Regulation No. 9 of 2017 on the Share Divestment Procedures and the Mechanism to Determine the Price of the Divestment Share in Mineral and Coal Mining Business Sectors, each as amended from time to time. For the avoidance of doubt, the Non-transferring Shareholders shall not be permitted to assign their rights in the Transfer Acceptance Notice as the transferee of the Transfer Shares, other than to an Affiliate of the Non-transferring Shareholders.

If the Non-transferring Shareholders accept the Offer (whether or not conditional on the relevant Non-transferring Shareholders obtaining applicable Authorisations) under this Clause 11.2:

the Transferor and the Non-transferring Shareholders must enter into the documentation necessary to effect the transfer on the terms set forth in the Transfer Notice and complete the sale and purchase of the Transfer Shares on the latest of:

the day which is 10 days after all Authorisations required by the Non-transferring Shareholders in respect of the transfer of the Transfer Shares, as set out in the Transfer Acceptance Notice are obtained, provided that if such Authorisations are not obtained within 90 days of the Transferor receiving the Transfer Acceptance Notice, then the Transfer Acceptance Notice shall lapse and the Transferor shall be permitted to transfer the Transfer Shares pursuant to Clause 11.2(f); and

any other date the Shareholders agree on in writing before the date in Clause 11.2(e)(i)(A); and

at completion of the relevant transfer, the Non-transferring Shareholders must pay (or ensure its Affiliate pays) the Transfer Price by wire transfer of immediately available funds.

If the Non-transferring Shareholders do not accept the Offer by the expiry of the Offer Period, the Transferor may transfer the Transfer Shares:

to any Person;

at a price no less than the Transfer Price; and

on terms no more favourable in the aggregate to such Person than the terms set out in the Transfer Notice,

Legends

IPO

General

Subject to Clause 12.1(b), the Parties acknowledge and agree that the Parties shall cause a public offering of a mutually agreed portion of the Ordinary Shares on at least the Indonesian Stock Exchange, at a valuation to be approved by the Board of Directors (“IPO”) one (1) year after the later to occur of:

the end of the Initial Period; and

completion of construction of the Grasberg Smelter,

To the extent that more than one Shareholder participates in the IPO, the Parties agree to discuss in good faith the extent, if any, to which each Party will participate in the IPO.

The IPO will be carried out on the basis that the governance regime between Freeport, Inalum and PTIPMM in respect of the Company reflected in this Agreement can continue in all material respects, and, if such governance regime cannot continue in all material respects following an IPO, no IPO shall occur without the written consent of each Party (which may be withheld by each Party in its sole discretion).

The Parties acknowledge that, to the extent required by Applicable Law and the rules of any stock exchange on which the Shares are intended to be admitted, the governance regime between Freeport, Inalum and PTIPMM in respect of the Company reflected in this Agreement will need to be disclosed in the prospectus relating to the IPO.

Process

DEVELOPMENT OF GRASBERG SMELTER

The Shareholders acknowledge and agree it is the Company’s intention to:

develop (including through joint venture arrangements) the Grasberg Smelter in accordance with Applicable Laws, the IUPK and applicable Authorisations (including in respect of timing);

ensure the development of the Grasberg Smelter is on terms that provides commercial benefit to the Company; and

fund the development of the Grasberg Smelter through third party financing.

To the extent the Company develops the Grasberg Smelter through a joint venture or similar arrangement with any third party, the Company must ensure it Controls the joint venture vehicle or arrangement (as applicable).

Inalum Group shall be permitted to appoint a designee to serve on the project team for the Grasberg Smelter.

The Finance Committee shall review the proposed structure, financing and long-term sales contract for the Grasberg Smelter prior to submitting such proposed structure, financing and long-term sales contract for Board of Directors approval.

SALES AND MARKETING

During the Initial Period, sales and marketing activities shall be performed in accordance with the Services Agreement, which Services Agreement will include obligations on the counterparty:

that the Company will have the right for a representative of the Company (such representative to be nominated by the Board of Directors) to be part of the team that performs the sales and marketing services under the Services Agreement (including the right to attend all meetings with counterparties or proposed to any product sales arrangements);

to provide sales and marketing training to the Company; and

to provide the Company will full disclosure of all sales, marketing and financial data in respect of sales of products by or on behalf of the Company.

Prior to the end of the Initial Period, the Parties agree that the Company shall establish a sales and marketing department with the capability to undertake and oversee the marketing of excess copper concentrate (above Grasberg Smelter consumption) with the assistance of Freeport marketing representatives, and oversee and administer any contract for the supply of concentrate to the Grasberg Smelter with the assistance of Freeport marketing representatives.

SHAREHOLDERS’ ACTIVITIES OUTSIDE THE CONTRACT AREA

Shareholders’ Activities Outside the Contract Area

Every Shareholder shall have the right independently to engage in and receive full benefits from business activities outside the Contract Area, whether or not in competition with the Company, without consulting the other Shareholders, and without prejudice to the generality of the foregoing, to the extent that the first-mentioned Shareholder requires the use of the assets of the Company or support services provided by the Company, the other Shareholders agree to discuss and take under consideration having the Company make available and charge to the first-mentioned Shareholder the direct and allocable costs of providing such assets and services; and

no Shareholder shall have any obligation to the other Shareholders under this Agreement with respect to any opportunity to acquire any property outside the Contract Area at any time, or within the Contract Area after the termination of this Agreement.

CONFIDENTIALITY

Each Party agrees that Confidential Information furnished and to be furnished to it has been and may in the future be made available in connection with such Shareholder’s investment in the Company. Each Party agrees that it shall use, and that it shall cause any Person to whom Confidential Information is disclosed pursuant to Clause 16(a)(i) to use, the Confidential Information only in connection with the relevant Shareholder’s investment in the Company and not for any other purpose. Each Shareholder further acknowledges and agrees that it shall not disclose any Confidential Information to any Person, except that Confidential Information may be disclosed:

to Representatives of the Shareholder in the normal course of the performance of their duties or to any financial institution providing credit to such Shareholder, provided that such Shareholder’s Representatives are bound to keep such disclosed Confidential Information confidential;

to the extent required by Applicable Law or any national securities exchange or made by any Shareholder in connection with its or its Affiliates’ ordinary course public reporting to the extent required by any Applicable Law or the rules of any recognised stock exchange;

to any Person to whom such Shareholder is contemplating a Transfer of its Ordinary Shares; provided that such potential transferee is advised of the confidential nature of such information and agrees to be bound by a confidentiality agreement consistent with the provisions hereof;

to any regulatory authority or rating agency to which such Shareholder or any of its Affiliates is subject or with which it has regular dealings; provided that such authority or agency is advised of the confidential nature of such information;

to the extent related to the tax treatment and tax structure of the transactions contemplated by this Agreement (including all materials of any kind, such as opinions or other tax analyses that the Company, its Affiliates or its Representatives have provided to such Shareholder relating to such tax treatment and tax structure); provided that the foregoing does not constitute an authorization to disclose the identity of any existing or future party to the transactions contemplated by this Agreement or their Affiliates or Representatives, or, except to the extent relating to such tax structure or tax treatment, any specific pricing terms or commercial or financial information; or

if the prior written consent of the Shareholders has been obtained.

Nothing contained herein shall prevent (i) the use (subject, to the extent possible, to a protective order) of Confidential Information in connection with the assertion or defense of any claim by or against the Company or any Shareholder or (ii) any commissioner or member of the Board of Directors nominated by a Shareholder providing Confidential Information to the Shareholder that nominated him or her or such Shareholder’s Representatives.

MISCELLANEOUS

Indemnification

Subject to Clause 17.1(b), the Company shall indemnify, and hold harmless, each Shareholder (and its Affiliates and its and their respective directors, officers, managers, contractors, employees and agents) (collectively, the “Indemnified Parties”) from and against any and all damage, loss, liability and expense (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) incurred by any of the Indemnified Parties before, on or after the date of this Agreement (collectively, the “Indemnified Liabilities”), arising out of any actual or threatened action, cause of action,

The Company shall not indemnify and hold harmless Freeport (and Affiliates and its and their respective its directors, officers, managers, contractors, employees, and agents) or any party seeking to claim through Freeport, in respect of any damage, loss, liability and expense to the extent relating to the period before the date of this Agreement.

Governance and Compliance

The Board of Commissioners, the Board of Directors, the Operating Committee, the Finance Committee, all other committees of the Company established pursuant to this Agreement and Shareholders will exercise their respective rights to ensure that the Company maintains and adheres to adequate policies and procedures to promote good corporate governance, including without limitation in respect of professional corporate conduct and environmental matters, corporate social responsibility, internal controls and compliance with Indonesian and international standards of lawful and ethical behaviour (“Corporate Policies”).

Any Shareholder, the Board of Directors, Board of Commissioners or committee may request to change the Corporate Policies, which change will require approval of the Shareholders. To the extent the change is required to ensure the Company or any Shareholder is compliant with any Applicable Law, the Shareholders must vote in favour of the change, except to the extent that the change would cause another Shareholder or the Company to be in breach of any Applicable Law. To the extent the Shareholders have approved a change to the Corporate Policies, the members of the Board of Directors and Board of Commissioners (as applicable) must vote in favour of the change.

Anti-bribery and Corruption

Each of the Shareholders shall exercise all rights and powers available to it in relation to the Company so as to endeavour to ensure that neither the Company nor any of its directors, officers, agents, employees, consultants and contractors, or any other person acting on its behalf has or will (a) offer, promise, pay, authorize, or take any act in furtherance of any offer, promise, payment or authorization of payment of anything of value to any Person of Concern for the purpose of securing discretionary action or inaction or a decision of a Government Official(s), influence over discretionary action of a Government Official(s), or an improper advantage; or (b) take any action otherwise inconsistent with or prohibited by the substantive prohibitions or requirements of any of the Anti-Bribery and Corruption Laws, in connection with any matter relating to this Agreement.

In the performance of their obligations under this Agreement, each Party will cause its officers, directors, agents, employees, consultants, contractors, and other persons acting on their behalf, to (a) comply strictly with all Applicable Laws, including not offering, promising, paying, authorizing, or taking any act in furtherance of any offer, promise, payment or authorization of payment of anything of value to any Person of Concern for the purpose of securing discretionary action or inaction or a decision of a Government Official(s), influence over discretionary action of a Government Official(s), or an improper advantage; and (b) take no action otherwise inconsistent with or prohibited by the substantive prohibitions or requirements of any Applicable Law, in connection with any matter relating to this Agreement.

Each Party hereby agrees that in the performance of its obligations under this Clause 17.3, it shall take appropriate steps to cause Company and its officers, directors, agents, employees, consultants and contractors to implement and maintain while this Agreement is in effect policies and procedures designed to ensure compliance with all Applicable Laws, including the Anti-Bribery and Corruption Laws.

Sanctions

International Human Rights

Representations, Warranties and Undertakings

(status) it is a corporation validly existing under the laws of the place of its incorporation;

(power) it has the power to enter into and perform its obligations under this Agreement and to carry on its business as now conducted or contemplated;

(authorisations) it holds each Authorisation (and is complying with any conditions to which any Authorisation is subject) that is necessary to:

enable it to properly execute and perform its obligations under this Agreement;

ensure that this Agreement is legal, valid, binding and admissible in evidence; and

enable it to properly carry on its business as it is now being conducted;

(binding obligations): this Agreement constitutes a legal, valid and binding obligation, enforceable in accordance with its terms, except to the extent limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of general application related to the enforcement of creditors’ rights generally and general principles of equity;

(transactions permitted): the execution, delivery and performance by it of this Agreement does not and will not violate, breach or result in a contravention of:

any law to which it or any of its property is subject or any order of any Government Authority that is binding on it or any of its property;

contravene any Authorisation;

contravene any agreement binding on it or any of its property;

contravene the Articles; or

require it to make any payment or delivery in respect of any financial accommodation before it would otherwise be obliged to do so;

(no other trusts): it is not entering into this Agreement as trustee of any trust or settlement;

(no litigation): there is no subsisting, pending or, to the knowledge of such Shareholder, threatened litigation, arbitration, dispute or administrative proceeding in relation to it or any of its assets or undertakings which would reasonably be expected to have a materially adverse effect on the performance of any obligation under this Agreement; and

(winding up etc.): it is not subject to any bankruptcy, reorganization, debt arrangement or other proceeding under any bankruptcy or insolvency law.

Reliance by Parties

Partnership

Agency

Binding Effect, Assignability and Benefit

This Agreement shall inure to the benefit of and be binding upon the Parties and their respective heirs, successors and permitted assigns. Any Shareholder that ceases to own beneficially any Ordinary Shares shall cease to be bound by the terms hereof (other than Clauses 16, 17.11, 17.15 and 17.17).

Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any Party pursuant to any Transfer of Ordinary Shares or otherwise, except to any Incoming Shareholder

Except as otherwise set forth herein, nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the Parties, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Notices

Waiver, Amendment and Termination

No provision of this Agreement may be amended, waived or otherwise modified except by an instrument in writing executed by each of the Parties at the time of such proposed amendment or modification. In addition, any Party may waive any provision of this Agreement with respect to itself by an instrument in writing executed by the Party against whom the waiver is to be effective.

This Agreement shall terminate and be of no further force or effect upon the earliest to occur of:

only one person holds all shares of the Company;

the dissolution, liquidation or winding up of the Company; and

the mutual written agreement of all Parties.

Any Shareholder that Transfers (in accordance with the terms of this Agreement) all of its, and owns no, Ordinary Shares shall immediately cease to be a Shareholder and shall no longer be a party to this Agreement (in its capacity as a Shareholder); provided, however, that such Shareholder:

shall not thereby be relieved of its liability for breach of this Agreement prior to such time or from any obligations under this Agreement not related to its capacity as a Shareholder;

shall retain any rights with respect to a breach of this Agreement by any other Person prior to such time;

shall retain the right to indemnification hereunder; and

shall not thereby be relieved of any of its obligations under Clause 11.1 or 16.

Close-down

The Company must not Close-down the operations of the Company without unanimous consent of the Shareholders.

Immediately following the agreement of the Shareholders to Close-down the operations of the Company, the Company must carry out the activities required to shut down and rehabilitate the operations of the Company and the assets of the Company, which include:

arranging to provide a Close-down plan and an estimate of the costs of the Close-down as at the anticipated date of Close-down, including the cost of satisfying all rehabilitation obligations and outstanding or anticipated liabilities of the Company and the Company Subsidiaries (“Estimated Shutdown Costs”); and

taking steps to dispose of the assets of the Company (other than any assets of the Company or amount that must be retained to satisfy rehabilitation obligations and outstanding liabilities).

The Company must fund the costs of Close-down in the following order:

first, with cash held by the Company and any cash deposited pursuant to government regulations, as such funds are made available;

second, proceeds from the sale of the assets of the Company; and

third, if there remains a shortfall of funds to meet the costs of Close-down, issuing a cash call to the Shareholders to fund the shortfall in proportion to their Percentage Interest.

If after Close-down the Company retains any of its assets, such assets will be sold and the proceeds of sale, together with any remaining case, shall be distributed to the Shareholders in proportion to their Percentage Interest after first satisfying out of any Shareholders’ share, any liabilities owed by that Shareholder to the Company.

Fees and Expenses

Default

A Shareholder becomes a “Defaulter” if it fails to comply with any of its material obligations under this Agreement, other than a failure to provide capital in accordance with Clause 10.2 (an “Event of Default”).

The Company must notify all the Shareholders immediately after it becomes aware:

of anything, which in the Company’s reasonable opinion, is likely to result in a Shareholder committing an Event of Default or an Event of Default occurring in respect of a Shareholder;

that a Shareholder has committed an Event of Default or an Event of Default has occurred in respect of a Shareholder; or

that a Shareholder has remedied an Event of Default,

If an Event of Default is committed by or occurs in respect of a Shareholder, the Company must (or any Shareholder may), as soon as practicable after that party becomes aware of the Event of Default, provide to the Defaulter a notice setting out all relevant details of the Event of Default it is aware of. If the Party giving the notice, acting reasonably, considers the Event of Default can be remedied, that party may require the Defaulter to remedy the Event of Default within 45 days after the Defaulter receives the Default Notice (the “Remedy Period”). If after the Remedy Period, the party giving the notice considers the Event of Default as not having been remedied, the Parties may proceed to arbitration pursuant to Clause 17.17.

Following the decision of the tribunal or any arbitrator appointed under Schedule 1 of the Rules in accordance with Clause 17.17 and until such decision is fully paid or otherwise satisfied by the Defaulter, the Defaulter may receive notices of and attend meetings of the Board of Directors, Board of Commissioners, Operating Committee, Finance Committee, and any other committee established under this Agreement, but unless otherwise agreed by each other Shareholder:

any Shareholder Representative appointed by the Defaulter:

shall not be taken into account in determining whether a quorum is present and for the purposes of meeting any minimum quorum requirements for any meeting, of Shareholders, any meeting of the Board of Directors, Board of Commissioners or any other committee established under this Agreement will be taken as present, even if not in attendance; and

shall not be entitled to exercise any right to vote in respect of any matters and resolutions to be approved by the Shareholders or before the applicable Board of Directors, Board of Commissioners or any other committee established under this Agreement;

no vote taken or matter decided without that Shareholder Representative of the Defaulter during that period will be invalid for want of that Shareholder Representative’s vote; and

any rights of the Defaulter or the Shareholder Representative of the Defaulter under this Agreement (including any rights to vote on any Reserved Matters) shall be suspended.

The rights and remedies under this Clause 17.15 are in addition to, and do not take away from any other right or remedy a Shareholder may have at law or in equity.

Governing Law

Dispute Resolution

Settlement of claims and lawsuits

Counterparts and Effectiveness

Entire Agreement

Severability

Further Assurances

Sovereign Enforcement Matters

To the extent that any member of the Inalum Group or Freeport may be entitled in any state or jurisdiction to claim or benefit from any immunity (whether characterized as state immunity, sovereign immunity, act of state or otherwise) now or hereafter for itself or any of its property or assets (which it now has or may hereafter acquire) in respect of its obligations under this Agreement from service of process or other documents relating to proceedings, jurisdiction, suit, judgement, execution, attachment (whether before award or judgement, in aid or execution or otherwise) or legal process or to the extent that in any such jurisdiction there may be attributed to it or any of its property or assets such immunity (whether or not claimed), each member of the Inalum Group and Freeport expressly, unconditionally and irrevocably agrees not

Each member of the Inalum Group and Freeport consents generally in respect of any proceedings to the giving of any relief or the issue of any process in connection with the proceedings, including the enforcement or execution against any property or assets whatsoever (irrespective of its use or intended use) of any order or judgement which may be made or given in the proceedings.

Each member of the Inalum Group and Freeport irrevocably and unconditionally acknowledges that the execution, delivery and performance of this Agreement constitutes private and commercial (and not public) acts of such member of the Inalum Group or Freeport, respectively.

For purposes of this Clause 17.23, the term “Inalum Group” shall include only Inalum and PTIPMM and not any of their respective Affiliates, except to the extent any such Affiliate is a transferee of Ordinary Shares, in which case the provisions of this Clause 17.23 shall apply to such Affiliate.

Governing Language

For the purposes of compliance with Law ▇▇. ▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ on the National Flag, Language, Coat of Arms and National ▇▇▇▇▇▇, ▇▇▇ Inalum Group and Freeport agree to translate and execute an Indonesian language version of this Agreement and any instrument or other document referred to in this Agreement to which an Indonesian person is a party or signatory, or any amendment to such agreement, instrument or document (Ancillary Documents) other than those which are already made and executed in Indonesian language, promptly in accordance with the terms of this Agreement.

The Inalum Group and Freeport agree that:

the Indonesian language version of this Agreement (other than those which are already made and executed in Indonesian language only), when executed, will be deemed to be effective and valid from the date of the English language version, and both the English language version and the Indonesian language version will be equally authentic. The Inalum Group and Freeport further agree that the execution of the Indonesian language of this Agreement must be undertaken at the latest within 60 days after the date of this Agreement;

in the event of any inconsistency or different interpretation between the Indonesian language version and the English language version of such dual-language documents, the Indonesian language version is deemed

the costs and expenses in relation to:

the translation of the English language version into an Indonesian language version;

the preparation and execution of the Indonesian language version; and

any amendments of the Indonesian language version to conform with the English language version as contemplated by this Clause 17.24,

each of the Inalum Group and Freeport:

acknowledges that, with its agreement, this Agreement has been negotiated in the English language;

represents that it has read and fully understands the contents and consequences of this Agreement;

represents that it has made and entered into this Agreement freely and without duress;

represents that it has received independent legal advice with regard to this Agreement; and

undertakes that it will not challenge the validity of this Agreement based on any failure to comply with Law ▇▇. ▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ on the National Flag, Language, Coat of Arms and National Anthem or the implementing Presidential Regulation (when issued).

Article 1

NAME AND DOMICILE

Pasal 1

NAMA ▇▇▇ TEMPAT KEDUDUKAN

1.  This limited liability company shall bear the name of “PT FREEPORT INDONESIA” (hereinafter shall be referred to in these Articles of Association as the “Company”), domiciled in South Jakarta.

1.  Perseroan terbatas ini bernama “PT FREEPORT INDONESIA” (selanjutnya dalam Anggaran Dasar ini disebut dengan “Perseroan”), berkedudukan di Jakarta Selatan.

2.  The name “Freeport” shall be used by the Company based on the approval of FREEPORT- MCMORAN INC.

2.  Nama “Freeport” dipergunakan oleh Perseroan berdasarkan persetujuan FREEPORT- MCMORAN INC.

3.  The Company may open branches or representatives in other locations, within or outside the territory of the Republic of Indonesia as may be decided by the Board of Directors.

3.  Perseroan dapat membuka cabang atau perwakilan di tempat lain, baik di dalam maupun di luar Wilayah Republik Indonesia sebagaimana yang ditetapkan oleh Direksi.

Article 2

DURATION OF THE COMPANY

Pasal 2

JANGKA WAKTU BERDIRINYA PERSEROAN

Article 3

OBJECTIVES AND PURPOSES AND BUSINESS ACTIVITIES

Pasal 3

▇▇▇▇▇▇ ▇▇▇ TUJUAN SERTA KEGIATAN USAHA

1.  The Company purpose and objective shall be to engage in the mining activities of copper, gold and silver and other associated minerals.

1.  ▇▇▇▇▇▇ ▇▇▇ tujuan Perseroan adalah bergerak dalam bidang pertambangan tembaga, ▇▇▇▇ ▇▇▇ perak serta mineral ikutannya.

2.  In order to achieve the above-mentioned objective and purpose, the Company

2.  Untuk mencapai ▇▇▇▇▇▇ ▇▇▇ tujuan tersebut di atas, Perseroan dapat

may carry out the following business activities:

melaksanakan kegiatan usaha sebagai berikut:

(a)   to engage all kinds of exploration, mining, processing, operations in all stages and storage of copper, gold, silver, and associated ores, and mineral, metals and other mineral products;

(a)   mengusahakan segala macam eksplorasi, penambangan, pengolahan, pengoperasian pada semua tahap ▇▇▇ penyimpanan bijih-bijih tembaga, emas, perak ▇▇▇ bijih lainnya yang berkaitan serta mineral, logam ▇▇▇ hasil produksi pertambangan lainnya;

(b)   to market and sell all products and by-product of the activities mentioned in paragraph (a) of this article, including their exportation at its own expense or account of third parties without prejudice to the required license, if any, from the authorities;

(b)   memasarkan ▇▇▇ menjual segala hasil produksi ▇▇▇ hasil sampingan dari kegiatan-kegiatan tersebut pada huruf (a) ayat ini, termasuk mengekspornya, atas biaya Perseroan sendiri atau untuk kepentingan pihak ketiga, tanpa mengurangi izin-izin yang diperlukan, jika ada, dari pihak yang berwenang;

(c)   to import all that is necessary for the realization of the aforementioned activities in paragraph (a) of this article without prejudice to the required license, if any, from the authorities;

(c)   mengimpor segala sesuatu yang diperlukan untuk dapat melaksanakan kegiatan-kegiatan tersebut pada huruf (a) di atas tanpa mengurangi izin-izin yang diperlukan, jika ada, dari pihak yang berwenang;

(d)   to carry on and develop the operations of the Company in accordance with the Company’s long term investment plan (“LTIP”), the annual operating plan and annual financial plan for the benefit of the shareholders in accordance with the IUPK;

(d)   melaksanakan ▇▇▇ mengembangkan operasional Perseroan sesuai dengan rencana investasi jangka panjang (“LTIP”), rencana operasional tahunan ▇▇▇ rencana keuangan tahunan untuk keuntungan pemegang saham sesuai dengan IUPK;

(e)   to develop and exploit, for the benefit of the shareholders, the assets of the Company and the Company’s subsidiaries to produce and sell product and to declare dividends in accordance with the dividend policy;

(e)   mengembangkan ▇▇▇ mengeksploitasi, untuk keuntungan pemegang saham, aset dari Perseroan ▇▇▇ anak usaha Perseroan untuk memproduksi ▇▇▇ menjual produk ▇▇▇ untuk

mendeklarasikan dividen sesuai dengan kebijakan dividen;

(f)   to maximise the value of the operations of the Company and distribute dividends in accordance with the dividend policy; and

(f)   memaksimalkan nilai operasional Perseroan ▇▇▇ mendistribusikan dividen seusai dengan kebijakan dividen; ▇▇▇

(g)   to conduct any other activity agreed unanimously by the shareholders and undertaken by the Company or any of the Company’s subsidiaries.

(g)   melaksanakan aktivitas ▇▇▇▇ ▇▇▇▇ disetujui secara penuh oleh pemegang ▇▇▇▇▇ ▇▇▇ dilakukan oleh Perseroan atau anak usaha Perseroan.

Article 4

CAPITAL

Pasal 4

MODAL

1.  The authorized capital of the Company amounts Rp. 75,450,850,000 (seventy five billion four hundred fifty million eight hundred and fifty thousand Rupiah) equal to US$37,915,000 (thirty seven million nine hundred and fifteen thousand United States Dollars), divided into 379,150 (three hundred seventy nine thousand one hundred and fifty) shares, each share having a par value of Rp. 199,000 (one hundred ninety nine thousand Rupiah) equal to US$100 (one hundred United States Dollars).

1.  Modal dasar Perseroan berjumlah Rp. ▇▇.▇▇▇.▇▇▇.▇▇▇ (tujuh puluh lima milyar empat ▇▇▇▇▇ ▇▇▇▇ puluh juta delapan ▇▇▇▇▇ ▇▇▇▇ puluh ribu Rupiah) setara dengan US$37. 915. 000 (tiga puluh tujuh juta sembilan ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ribu Dolar Amerika Serikat), terbagi atas 379.150 (tiga ratus tujuh puluh sembilan ribu seratus lima puluh) saham, masing-masing saham bernilai nominal Rp. 199.000 (seratus sembilan puluh sembilan ribu Rupiah) setara dengan US$100 (seratus Dolar Amerika Serikat).

2.  Of the above authorized capital have been issued and paid up 379,150 (three hundred seventy nine thousand one hundred and fifty) shares or in the aggregate amount of Rp. 75,450,850,000 (seventy five billion four hundred fifty million eight hundred and fifty thousand Rupiah) or equivalent to US$37,915,000 (thirty seven million nine hundred and fifteen thousand United States Dollars) by all the shareholders, which its details and nominal value will be stated at the end of this deed.

2.  Dari modal dasar tersebut telah ditempatkan ▇▇▇ disetor penuh sejumlah 379.150 (tiga ratus tujuh puluh sembilan ribu seratus lima puluh) saham dengan nilai nominal seluruhnya sebesar Rp. ▇▇.▇▇▇.▇▇▇.▇▇▇ (tujuh puluh lima milyar empat ▇▇▇▇▇ ▇▇▇▇ puluh juta delapan ▇▇▇▇▇ ▇▇▇▇ puluh ribu Rupiah) atau setara dengan US$37. 915. 000 (tiga puluh tujuh juta sembilan ▇▇▇▇▇ ▇▇▇▇ belas ribu Dolar Amerika Serikat) oleh semua pemegang saham, yang rincian serta nilai nominal sahamnya akan disebutkan sebelum akhir akta ini.

3.  Shares that are in deposits, i.e. shares

3.  Saham ▇▇▇▇ ▇▇▇ dalam simpanan,

that are unsubscribed/ unissued shares in portfolio, these shares will be issued by the Company in accordance with the capital requirement of the Company, with the approval of the GMS.

yaitu saham dalam portepel yang belum diambil bagian/dikeluarkan, saham-saham ini akan dikeluarkan oleh Perseroan sesuai dengan persyaratan modal Perseroan, dengan persetujuan RUPS.

       The quorum and the resolution of the GMS in approving the issuance of shares must meet the requirements set out in article 10 of these Articles of Association.

       Kuorum ▇▇▇ keputusan RUPS untuk menyetujui pengeluaran saham harus memenuhi persyaratan dalam pasal 10 Anggaran Dasar ini.

       If the Board of Directors believes that the Company requires the issuance of shares that are still in deposits, after obtaining the required approvals under the Shareholders Agreement, the Board of Directors will provide a written offer to the shareholders regarding the number of shares to be issued and the price.

       Apabila Direksi meyakini bahwa Perseroan memerlukan pengeluaran saham-▇▇▇▇▇ ▇▇▇▇ masih dalam simpanan, setelah memperoleh persetujuan-persetujuan yang diperlukan berdasarkan Perjanjian Pemegang Saham, Direksi akan memberikan penawaran tertulis kepada para pemegang saham sehubungan dengan jumlah ▇▇▇▇▇ ▇▇▇▇ akan dikeluarkan ▇▇▇ harganya.

       The shareholders whose names are recorded in the Register of Shareholders shall have a pre-emptive right to subscribe for the shares to be issued within a period of 14 (fourteen) days from the date of the offer and each shareholder shall be entitled to subscribe in proportion with their respective shareholding.

       Para pemegang ▇▇▇▇▇ ▇▇▇▇ namanya tercatat dalam Daftar Pemegang Saham mempunyai hak terlebih dahulu untuk mengambil bagian atas ▇▇▇▇▇ ▇▇▇▇ hendak dikeluarkan itu dalam jangka waktu 14 (empat belas) hari sejak tanggal penawaran ▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇ pemegang saham berhak mengambil bagian seimbang dengan jumlah ▇▇▇▇▇ ▇▇▇▇ mereka miliki (proporsional).

       If after the offer there are shares which remain to be subscribed, the Board of Directors shall be entitled to offer such remaining shares to any other interested shareholders.

       Apabila setelah dilakukan penawaran ternyata ▇▇▇▇▇ ▇▇▇ sisa ▇▇▇▇▇ ▇▇▇▇ belum diambil bagian, maka Direksi berhak menawarkan sisa saham tersebut kepada pemegang saham ▇▇▇▇ ▇▇▇▇ berminat.

       If after the 14 (fourteen) days period from the date of the offer there are shares which are not subscribed the shareholders, the Board of Directors shall be entitled to offer such remaining shares to any other party.

       Apabila setelah lewat jangka waktu 14 (empat belas) hari terhitung sejak tanggal penawaran ▇▇▇▇▇ ▇▇▇ sisa ▇▇▇▇▇ ▇▇▇▇ tidak diambil bagian oleh pemegang saham, Direksi berhak secara bebas menawarkan sisa saham tersebut kepada pihak lain.

Article 5

SHARES

Pasal 5

SAHAM

1.  All shares of the Company shall be registered shares.

1.  Semua saham Perseroan adalah saham atas nama.

2.  Indonesian Citizen, Foreign Citizen, Indonesian Legal Entity or Foreign Legal Entity shall be allowed to own the shares and exercise their rights over the shares.

2.  ▇▇▇▇▇ Negara Indonesia, ▇▇▇▇▇ Negara Asing, Badan Hukum Indonesia atau Badan Hukum Asing diperbolehkan untuk memiliki saham-▇▇▇▇▇ ▇▇▇ menggunakan hak mereka atas saham-saham.

3.  Evidence of ownership of shares may be in the form of a share certificate.

3.  Bukti pemilikan saham dapat berupa suatu surat saham.

4.  In the event that the Company does not issue share certificates, then the share ownership may be evidenced by a statement or a note by the Company.

4.  Dalam hal Perseroan tidak menerbitkan surat saham, pemilikan saham dapat dibuktikan dengan surat keterangan atau catatan yang dikeluarkan oleh Perseroan.

5.  If share certificates are issued, then each share is presented by a share certificate.

5.  Jika dikeluarkan surat saham, maka untuk setiap saham diberi sehelai surat saham.

6.  Collective share certificate may be issued as evidence of ownership of 2 (two) or more shares by one shareholder.

6.  Surat kolektif saham dapat diterbitkan sebagai bukti pemilikan 2 (dua) atau lebih ▇▇▇▇▇ ▇▇▇▇ dimiliki oleh seorang pemegang saham.

7.  The share certificates shall at least set out the following:

7.  Pada surat saham harus dicantumkan sekurangnya:

(a)   Name and address of the shareholder;

(a)   Nama ▇▇▇ ▇▇▇▇▇▇ pemegang saham;

(b)   Serial number of the share certificate;

(b)   Nomor surat saham;

(c)   Nominal value of a share; and

(c)   Nilai nominal saham; ▇▇▇

(d)   Date of issuance of share certificate.

(d)   Tanggal penerbitan surat saham.

8.  The collective share certificates shall at least set out the following:

8.  Pada surat kolektif saham sekurangnya harus dicantumkan:

(a)   Name and address of the shareholder;

(a)   Nama ▇▇▇ ▇▇▇▇▇▇ pemegang saham;

(b)   Serial number of the collective share certificate;

(b)   Nomor surat kolektif saham;

(c)   Serial number of share certificate and total of share;

(c)   Nomor surat ▇▇▇▇▇ ▇▇▇ jumlah saham;

(d)   Nominal value of a share; and

(d)   Nilai nominal saham; ▇▇▇

(e)   Date of issuance of a collective share certificate.

(e)   Tanggal penerbitan surat saham kolektif.

9.  The company shall only acknowledge one person or one legal entity as the owner of one share.

9.  Perseroan hanya mengakui seorang atau satu badan hukum sebagai pemilik dari satu saham.

10.  If a share, for any reason whatsoever, becomes owned by several persons and/or legal entities then the joint holders shall appoint one of them or other party as their representative and only such representative shall be entitled to carry out and to use all the rights that are given by the law in respect of the said shares.

10.  Apabila saham karena sebab apapun menjadi milik beberapa orang ▇▇▇/atau badan hukum, maka mereka yang memiliki bersama-sama itu diwajibkan untuk menunjuk seorang diantara mereka atau pihak lain sebagai perwakilan mereka ▇▇▇ hanya perwakilan tersebut sajalah yang berhak melaksanakan ▇▇▇ mempergunakan ▇▇▇ ▇▇▇▇ diberikan oleh hukum atas saham tersebut.

11.  As long as the provisions contained in paragraph 10 of this article have not been complied with, the shareholders shall not be entitled to vote at the GMS, and whereas the dividend payment for such share shall be suspended.

11.  Selama ketentuan dalam ayat 10 pasal ini belum dilaksanakan, maka para pemegang saham tersebut tidak berhak mengeluarkan suara dalam ▇▇▇▇, ▇▇▇ pembayaran dividen untuk saham itu ditangguhkan.

12.  A shareholder shall, by law, abide by these Articles of Association and all the resolutions lawfully adopted at the GMS and the prevailing laws and regulations.

12.  Seorang pemegang saham harus, menurut hukum, tunduk kepada Anggaran Dasar ▇▇▇ kepada semua keputusan yang diambil dengan sah dalam RUPS serta peraturan perundang-undangan yang berlaku.

13.  The share certificate and collective certificates shall be signed by 2 (two) members of the Board of Directors, with due observance to the prevailing laws and regulations.

13.  Surat ▇▇▇▇▇ ▇▇▇ surat kolektif saham harus ditandatangani oleh 2 (dua) orang anggota Direksi, dengan memperhatikan peraturan perundangan-undangan yang berlaku.

Article 6

REPLACEMENT OF SHARE CERTIFICATE

Pasal 6

PENGGANTI SURAT SAHAM

1.  If a share certificate is damaged or no longer usable, then the Board of Directors shall, upon request of the relevant shareholder, issue a substitute

1.  Apabila surat ▇▇▇▇▇ ▇▇▇▇▇ atau tidak dapat dipakai lagi, maka Direksi akan, atas permintaan pemegang ▇▇▇▇▇ ▇▇▇▇ berkepentingan,

share certificate, after the damaged or unusable certificate is returned to the Board of Directors.

mengeluarkan surat saham pengganti, setelah surat saham ▇▇▇▇ ▇▇▇▇▇ atau tidak dapat dipakai tersebut diserahkan kembali kepada Direksi.

2.  The share certificate as stated in paragraph 1 of this article will then be destroyed and such occurrence will be recorded in the minutes by the Board of Directors and to be subsequently reported at the next GMS.

2.  Surat saham sebagaimana dimaksud dalam ayat 1 pasal ini akan dimusnahkan ▇▇▇ tindakan tersebut akan dicatat dalam berita acara oleh Direksi untuk dilaporkan dalam RUPS berikutnya.

3.  If a share certificate is lost, the Board of Directors will, upon request of the relevant shareholder, issue a substitute share certificate if, in the opinion of the Board of Directors, such loss has been sufficiently proven and with such guarantee as may be considered necessary by the Board of Directors in each particular event.

3.  Apabila surat saham hilang, maka Direksi akan, atas permintaan pemegang ▇▇▇▇▇ ▇▇▇▇ berkepentingan, mengeluarkan surat saham pengganti apabila, menurut pendapat Direksi, kehilangan tersebut telah cukup dibuktikan ▇▇▇ dengan jaminan yang mungkin dipandang perlu oleh Direksi dalam setiap peristiwa tertentu.

4.  Upon the issuance of the substitute share certificate in accordance with the provisions of this article, the original certificate shall no longer be valid as against the Company.

4.  Setelah pengganti surat saham tersebut dikeluarkan sesuai dengan ketentuan pasal ini, maka asli surat saham tidak berlaku lagi terhadap Perseroan.

5.  All expenses that have been incurred for the issuance of the substitute share certificate shall be borne by the relevant shareholder who has the interest to obtain the substitute share certificate.

5.  Semua biaya untuk pengeluaran pengganti surat saham itu ditanggung oleh pemegang saham terkait yang berkepentingan untuk memperoleh surat saham pengganti.

6.  The provisions of this article 6 shall be mutatis mutandis applicable to the issuance of a substitute collective share certificate.

6.  Ketentuan dalam pasal 6 ini juga berlaku mutatis mutandis bagi pengeluaran pengganti surat kolektif saham.

Article 7

TRANSFER OF SHARES

Pasal 7

PEMINDAHAN HAK ATAS SAHAM

1.  Any transfer of shares shall be based on a deed of transfer signed by the transferor and the transferee or their legal proxy.

1.  Pemindahan hak atas saham harus berdasarkan akta pemindahan ▇▇▇ ▇▇▇▇ ditandatangani ▇▇▇▇ ▇▇▇▇ memindahkan ▇▇▇ ▇▇▇▇ menerima pemindahan atau kuasanya yang sah.

       The document on the transfer of shares must be in a form determined by and acceptable to the Board of Directors except as otherwise required by law.

       Dokumen tentang pemindahan hak atas saham harus dalam bentuk yang ditentukan ▇▇▇ dapat diterima oleh Direksi, kecuali jika ketentuan

hukum mewajibkan yang lain.

2.  The deed of transfer of shares referred to in paragraph 1 of this article or its copy shall be submitted to the Company.

2.  Akta pemindahan hak atas saham sebagaimana dimaksud dalam ayat 1 pasal ini atau salinannya disampaikan kepada Perseroan.

3.  In case of a transfer of one or more shares, the original owner registered in the Company’s shareholders registry shall be considered as the owner thereof until the name of the new owner is registered.

3.  Jika terjadi pemindahan hak atas satu saham atau lebih, maka pemilik asal yang terdaftar dalam daftar pemegang saham Perseroan akan tetap dianggap sebagai pemilik saham atas saham-▇▇▇▇▇ ▇▇▇▇ bersangkutan sampai nama pemilik baru didaftarkan.

4.  Each transfer of share shall be recorded in the register of shareholders as well as on the transferred share certificate(s), which records must be signed in writing or signed by way of facsimile signature by 2 (two) members of the Board of Directors with due observance to the prevailing laws and regulations.

4.  Setiap pemindahan hak atas saham akan dicatatkan baik dalam daftar pemegang saham maupun pada surat ▇▇▇▇▇ ▇▇▇▇ dipindahkan hak, pendaftaran mana harus ditandatangani secara tertulis oleh atau ditandatangani melalui faksimili oleh 2 (dua) orang anggota Direksi, dengan memperhatikan peraturan perundang-undangan yang berlaku.

5.  Subject to the provisions of these Articles of Association and any amendments thereto, the Shareholders Agreement or stock purchase/sale agreement which has been put on file with the Board of Directors and approved in the GMS and except as otherwise required by law, the Board of Directors by giving reason thereof may refuse to register the transfer of shares in the share register of the Company if the procedures determined by the Board of Directors are not met or if one or more of the requirements for transfer of shares are not fulfilled.

5.  Tunduk pada ketentuan Anggaran Dasar ini ▇▇▇ perubahannya, Perjanjian Pemegang Saham atau perjanjian jual/beli ▇▇▇▇▇ ▇▇▇▇ telah didaftarkan pada Direksi ▇▇▇ disetujui oleh ▇▇▇▇ ▇▇▇ kecuali jika hukum mewajibkan ▇▇▇▇ ▇▇▇▇ lain, maka Direksi dengan menyebutkan alasannya dapat menolak untuk mendaftarkan pemindahan hak atas saham dalam daftar pemegang saham apabila prosedur yang telah ditetapkan oleh Direksi tidak diikuti atau salah satu atau lebih persyaratan untuk pemindahan hak atas saham tidak terpenuhi.

6.  Notwithstanding anything to the contrary in these Articles of Association, the Board of Directors (i) may not refuse to register a transfer of shares made in accordance with the

6.  Tanpa mengecualikan ketentuan yang bertentangan dalam Anggaran Dasar ini, Direksi (i) tidak dapat menolak untuk mendaftarkan pemindahan hak atas ▇▇▇▇▇ ▇▇▇▇ dilakukan sesuai dengan Perjanjian Pemegang ▇▇▇▇▇ ▇▇▇ peraturan perundang-undangan yang berlaku, ▇▇▇ (ii) tidak dapat mendaftarkan

Shareholders Agreement and the prevailing laws and regulations, and (ii) may not register a transfer of shares that is not made in accordance with the Shareholders Agreement.

pemindahan hak atas ▇▇▇▇▇ ▇▇▇▇ tidak dilakukan sesuai dengan Perjanjian Pemegang Saham.

7.  If the Board of Directors declines to register any transfer of shares, it shall within 30 (thirty) days after the date the request for such registration was received by the Board of Directors, send to the prospective transferor and transferee a notice of such refusal.

7.  Jika Direksi menolak untuk mendaftarkan suatu pemindahan hak atas saham, Direksi ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ (▇▇▇▇ ▇▇▇▇▇) hari setelah tanggal permintaan pendaftaran tersebut diterima oleh Direksi, untuk mengirimkan baik kepada calon pihak yang akan memindahkan hak atas saham maupun kepada calon pihak yang akan menerima pemindahan hak atas saham suatu pemberitahuan tentang penolakan tersebut.

8.  Transfers of shares may only be effected if all of the provisions of these Articles of Association and the Shareholders Agreement have been complied with, without prejudice to the prevailing laws and regulations.

8.  Pemindahan hak atas saham hanya diperbolehkan apabila semua ketentuan dalam Anggaran Dasar ini ▇▇▇ Perjanjian Pemegang Saham telah dipenuhi, dengan tidak mengurangi peraturan perundang-undangan yang berlaku.

9.  Commencing as of the day of the notice for a GMS until the day of the GMS, no transfers of rights of shares shall be effected.

9.  Mulai hari panggilan RUPS sampai dengan hari RUPS, pemindahan hak atas saham tidak diperkenankan.

10.  A person or party who obtains shares due to inheritance, or dissolution of a shareholder or due to any other reasons which cause the ownership of shares to be transferred in accordance with the law, by submitting evidence regarding the obtaining of such shares, he/she may submit a written request to the Board of Directors to be recorded as a shareholder.

10.  Orang atau pihak yang memperoleh hak atas saham akibat pewarisan, atau pembubaran pemegang saham atau karena sebab ▇▇▇▇ ▇▇▇▇ menyebabkan pemilikan saham beralih menurut hukum, dengan mengajukan bukti tentang perolehan hak atas saham tersebut, dapat mengajukan permohonan tertulis kepada Direksi untuk didaftarkan sebagai pemegang saham.

11.  Subject to paragraph 7 of this article, the registration referred to in paragraph 11 of this article may be done only if the Board of Directors accept such evidence, without prejudice to the provisions of these Articles of Association and approval from the competent authority (if necessary).

11.  Dengan tunduk pada ayat ▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ sebagaimana dimaksud dalam ayat 10 pasal ini dapat dilakukan hanya apabila Direksi menerima bukti tersebut, tanpa mengurangi ketentuan dalam Anggaran Dasar ini ▇▇▇ persetujuan dari instansi yang berwenang (jika diperlukan).

12.  As long as the provision set forth in paragraph 11 of this article has not been complied with, the vote cast in the GMS for the said share shall be deemed as invalid, and whereas the payment of the dividends on the said share shall be suspended.

12.  Selama ketentuan dalam ayat 11 pasal ini belum dipenuhi, suara yang diberikan dalam RUPS untuk saham tersebut akan dianggap tidak ▇▇▇, ▇▇▇ pembayaran dividen atas saham tersebut ditunda.

Article 8

GENERAL MEETING OF ▇▇▇▇▇▇▇▇▇▇▇▇

▇▇▇▇▇ ▇

▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇

▇.  The General Meeting of Shareholders of the Company shall be:

1.  Rapat Umum Pemegang Saham Perseroan adalah:

(a)   The Annual General Meeting of Shareholders; and

(a)   Rapat Umum Pemegang Saham Tahunan; ▇▇▇

(b)   Other General Meeting of Shareholders, hereinafter referred to as extraordinary.

(b)   Rapat Umum Pemegang Saham lainnya, yang selanjutnya disebut juga luar biasa.

2.  The term General Meeting of Shareholders (“GMS”) in these Articles of Association shall mean both annual GMS and the extraordinary GMS, unless expressly stated otherwise.

2.  Istilah Rapat Umum Pemegang Saham (“RUPS”) dalam Anggaran Dasar ini yaitu RUPS tahunan ▇▇▇ ▇▇▇▇ luar biasa, kecuali dengan tegas ditentukan lain.

3.  The Annual GMS must be held no later than 6 (six) months after each financial year of the Company ends.

3.  RUPS Tahunan wajib diadakan dalam jangka waktu paling lambat 6 (enam) bulan setelah setiap tahun buku Perseroan berakhir.

4.  At the Annual GMS:

4.  Dalam RUPS Tahunan:

(a)   The Board of Directors shall present:

(a)   Direksi menyampaikan:

•  the annual report which has been reviewed by the Board of Commissioners for approval of GMS; and

•  laporan tahunan yang telah ditelaah ▇▇▇▇ ▇▇▇▇▇ Komisaris untuk mendapat persetujuan RUPS; ▇▇▇

•  the financial report to be ratified by the GMS; and

•  laporan keuangan untuk disetujui oleh RUPS; ▇▇▇

(b)   Subject to the dividend policy and the provisions in the Shareholders Agreement of the

(b)   Tunduk pada kebijakan deviden ▇▇▇ ketentuan-ketentuan dalam Perjanjian

Company, the appropriation of profit shall be determined, if the Company has a positive balance of net profit.

Pemegang Saham Perseroan, penggunaan laba akan ditentukan, jika Perseroan mempunyai saldo laba yang positif.

(c)   Other matters validly brought to the GMS by shareholders with voting rights in accordance with the provisions of these Articles of Association and the Shareholders Agreement shall be resolved.

(c)   ▇▇▇-▇▇▇ ▇▇▇▇ ▇▇▇▇ secara sah dibawa ke dalam RUPS oleh para pemegang saham dengan hak suara sesuai dengan ketentuan dalam Anggaran Dasar ini ▇▇▇ Perjanjian Pemegang Saham harus diputuskan.

5.  The approval of the annual report and the ratification of the financial report by the Annual GMS shall constitute the granting of a full discharge and release to the members of the Board of Directors and the Board of Commissioners from their responsibilities for management and supervision during the past book year to the extent such actions are reflected in the annual report and the ratification on the financial report.

5.  Persetujuan laporan tahunan ▇▇▇ pengesahan laporan keuangan oleh RUPS Tahunan berarti memberikan pelunasan ▇▇▇ pembebasan tanggung jawab sepenuhnya kepada anggota Direksi ▇▇▇ ▇▇▇▇▇ Komisaris atas pengurusan ▇▇▇ pengawasan yang telah dijalankan selama tahun buku yang lalu sejauh tindakan tersebut tercermin dalam laporan tahunan ▇▇▇ pengesahan laporan keuangan.

6.  An extraordinary GMS may be held at any time as necessary to discuss and decide upon matters affecting the Company, excluding matters stipulated in paragraph 4 a and 4 b of this article, with due observance to the prevailing laws, the Shareholders Agreement and these Articles of Association.

6.  RUPS luar biasa dapat diselenggarakan sewaktu-waktu berdasarkan kebutuhan untuk membahas ▇▇▇ menentukan ▇▇▇▇ acara rapat yang mempengaruhi Perseroan, kecuali ▇▇▇▇ acara rapat yang dimaksud dalam ayat 4 a ▇▇▇ 4 b dari pasal ini, dengan memperhatikan peraturan perundang-undangan yang berlaku, Perjanjian Pemegang ▇▇▇▇▇ ▇▇▇ Anggaran Dasar ini.

7.  An Extraordinary GMS shall be convened by the Board of Directors at the written request of the Board of Commissioners, or at the written request of one or more shareholders representing (whether jointly or individually) at least 10% of the total issued shares (which may consist of one or more shareholders). Any such written request by shareholders must be sent by registered mail, stating the matter to be discussed together with the reasons,

7.  RUPS Luar Biasa dapat diselenggarakan oleh Direksi atas permintaan tertulis ▇▇▇▇ ▇▇▇▇▇ Komisaris, atau atas permintaan dari satu atau lebih pemegang ▇▇▇▇▇ ▇▇▇▇ mewakili (baik bersama-sama maupun sendiri-sendiri) paling sedikit 10% dari total ▇▇▇▇▇ ▇▇▇▇ dikeluarkan (yang dapat terdiri dari satu atau lebih pemegang saham). Setiap permintaan tertulis dari pemegang saham tersebut harus

with a copy submitted to the Board of Commissioners.

dikirimkan melalui surat tercatat, yang menyatakan masalah yang akan dibahas bersama dengan alasannya, dengan sebuah salinan dikirimkan kepada Dewan Komisaris.

8.  In the event that the Board of Directors and Board of Commissioners fail to convene a GMS at such time as has been stipulated, the shareholders whom represent at least 10% (ten percent) of the total amount of the shares having valid voting rights shall be entitled to call the Annual GMS themselves at the Company’s expense after obtaining a permit therefore from the Chairman of the District Court whose jurisdiction includes the Company’s domicile, without prejudice to the prevailing laws and regulations.

8.  Apabila Direksi atau Dewan Komisaris lalai untuk menyelenggarakan RUPS pada waktu yang telah ditentukan, maka pemegang ▇▇▇▇▇ ▇▇▇▇ memiliki sedikitnya 10% (sepuluh persen) dari total jumlah saham dengan hak suara yang sah berhak menyelenggarakan sendiri RUPS Tahunan atas biaya Perseroan setelah mendapat izin dari Ketua Pengadilan Negeri yang daerah hukumnya meliputi tempat kedudukan Perseroan, dengan tidak mengurangi peraturan perundang-undangan yang berlaku.

Article 9

PLACE AND NOTICE AND CHAIRMAN OF THE GENERAL MEETING OF SHAREHOLDERS

Pasal 9

TEMPAT ▇▇▇ PEMANGGILAN ▇▇▇ PIMPINAN RAPAT UMUM PEMEGANG SAHAM

1.  The GMS must be held at the place of domicile or other place of business of the Company.

1.  RUPS diadakan di tempat kedudukan Perseroan atau di tempat Perseroan melakukan kegiatan usaha.

2.  The notice of the GMS must be made in writing and dispatched directly or by registered post not less than 14 (fourteen) days prior to the date of the GMS, excluding the date of the notice and the date of the GMS, except where all the shareholders with valid voting rights are present or represented at the GMS.

2.  Pemanggilan RUPS dibuat secara tertulis ▇▇▇ dikirimkan langsung atau melalui pos tercatat tidak kurang dari 14 (empat belas) hari sebelum tanggal RUPS diadakan, tidak termasuk tanggal pemanggilan ▇▇▇ tanggal RUPS diadakan, kecuali jika semua pemegang saham dengan hak suara yang ▇▇▇ ▇▇▇▇▇ atau diwakili dalam RUPS.

3.  The notice of the GMS must state the day, date, time, place and agenda of the GMS together with a notice that the materials to be discussed at the GMS are available at the Company’s office as from the date of the notice until the date of the GMS. The notice of the Annual GMS also must state that the annual report as mentioned in article 19 paragraph 5 is available in the Company’s office.

3.  Panggilan RUPS harus mencantumkan hari, tanggal, jam, tempat ▇▇▇ ▇▇▇▇▇ RUPS, dengan disertai pemberitahuan bahwa bahan yang akan dibicarakan dalam RUPS tersedia ▇▇ ▇▇▇▇▇▇ Perseroan mulai dari hari dilakukan pemanggilan sampai dengan tanggal RUPS diadakan. Pemanggilan RUPS Tahunan harus pula mencantumkan bahwa laporan tahunan sebagaimana

4.  

5.  

6.  

(a)   In addition to the GMS as described in paragraph 1, the GMS may be held through teleconference, video conference or other electronic facilities which enables all those attending the GMS to directly hear and participate in the GMS.

6.  

(a)   Sebagai tambahan atas RUPS sebagaimana dideskripsikan dalam ayat 1, RUPS dapat juga dilakukan melalui media telekonferensi, video konferensi atau melalui sarana elektronik lainnya yang memungkinkan semua peserta RUPS mendengar ▇▇▇ berpartisipasi secara langsung dalam RUPS.

(b)   The minutes of meeting in every convention of GMS as referred in this paragraph 6 subsection (a) of this article must be made in writing and circulated to all participating shareholders for approval and signature.

(b)   Berita acara rapat atas setiap penyelenggaraan RUPS sebagaimana disebutkan dalam ayat 6 subseksi (a) dari pasal ini harus dibuat dalam bentuk tertulis ▇▇▇ dibagikan kepada seluruh pemegang ▇▇▇▇▇ ▇▇▇▇ berpartisipasi untuk disetujui ▇▇▇ ditandatangani.

(a)   Unless otherwise provided in these Articles of Association, all GMS shall be presided over by the President Commissioner.

(a)   Kecuali apabila dalam Anggaran Dasar ini ditentukan yang lain, semua RUPS dipimpin oleh Presiden Komisaris.

(b)   In case of absence or unavailability of the President Commissioner for any reason, which impediment shall require no evidence to any third party, the GMS shall be presided over by Vice President Commissioner.

(b)   Dalam hal Presiden Komisaris tidak ada atau berhalangan karena sebab apapun, hal mana tidak perlu dibuktikan kepada pihak ketiga, rapat dipimpin ▇▇▇▇ ▇▇▇▇▇ Presiden Komisaris.

(c)   In case of absence or unavailability of the Vice President Commissioner for any reason, which impediment shall require no evidence to any third party, the GMS shall be presided over by one of the other members of the Board of Commissioners.

(c)   Dalam ▇▇▇ ▇▇▇▇▇ Presiden Komisaris tidak ada atau berhalangan karena sebab apapun, hal mana tidak perlu dibuktikan kepada pihak ketiga, RUPS dipimpin ▇▇▇▇ ▇▇▇▇▇ seorang anggota Dewan Komisaris.

(d)   If all members of Board of Commissioners are not present or unavailable for any reason, the impediment of which shall require no evidence to any third party, the GMS shall be presided over by the President Director.

(d)   Dalam hal semua anggota Dewan Komisaris tidak ada atau berhalangan karena sebab apapun, hal mana tidak perlu dibuktikan kepada pihak ketiga, RUPS dipimpin oleh Presiden Direktur.

(e)   If the President Director is not present or unavailable for any reason which impediment need not to be proven to

(e)   Dalam hal Presiden Direktur tidak ada atau berhalangan karena sebab apapun, hal mana tidak perlu dibuktikan

any third party, the GMS shall be presided over by a member of Board of Directors.

(f)   If all members of the Board of Directors are absent or unavailable impediment of which shall require no evidence to any third party, the GMS shall be presided over by a shareholder or their proxy elected by and from among those present at the GMS.

kepada pihak ketiga, rapat dipimpin oleh seorang anggota Direksi.

(f)   Dalam hal semua anggota Direksi tidak ada atau berhalangan karena sebab apapun, hal mana tidak perlu dibuktikan kepada pihak ketiga, RUPS dipimpin oleh pemegang saham atau kuasanya yang dipilih oleh dari antara mereka ▇▇▇▇ ▇▇▇▇▇ dalam RUPS.

(a)   submitted in writing to the Board of Directors by 1 (one) or more shareholders representing at least 10% (ten percent) of the aggregate number of shares issued by the Company; and

(a)   diajukan secara tertulis kepada Direksi oleh 1 (satu) atau lebih pemegang ▇▇▇▇▇ ▇▇▇▇ mewakili sedikitnya 10% (sepuluh persen) dari jumlah seluruh ▇▇▇▇▇ ▇▇▇▇ dikeluarkan oleh Perseroan, ▇▇▇

(b)   received by the Board of Directors at least 7 (seven) days prior to the date of sending the notice for the meeting.

(b)   diterima oleh Direksi sedikitnya 5 (lima) hari sebelum tanggal dilakukan pemanggilan rapat.

Article 10

QUORUM, VOTING RIGHTS AND RESOLUTIONS OF GMS

Pasal 10

KUORUM, HAK SUARA ▇▇▇ KEPUTUSAN RUPS

(a)   the GMS shall be lawful only if attended by shareholders representing at least 2/3 (two-thirds) of the total issued shares with legal voting rights issued by the Company, unless (i) as stated otherwise in these Articles of Association or (ii) applicable laws then in effect requires a higher quorum.

(a)   RUPS adalah sah apabila dihadiri oleh pemegang ▇▇▇▇▇ ▇▇▇▇ mewakili setidaknya 2/3 (dua per tiga) bagian dari total seluruh saham dengan hak suara yang sah yang telah dikeluarkan Perseroan, kecuali (i) ditentukan lain dalam Anggaran Dasar ini atau (ii) ▇▇▇▇▇ ▇▇▇▇ berlaku diwaktu tersebut mewajibkan kuorum yang lebih tinggi.

(b)   In the event the quorum referred to in paragraph 1(a) of this article is not satisfied, then a notice for a second GMS may be given.

(b)   Dalam hal kuorum sebagaimana dimaksud dalam ayat 1(a) pasal ini tidak tercapai, maka diadakan pemanggilan RUPS kedua.

(c)   The notice referred to in paragraph 1(b) shall be sent not less than 7 (seven) days before the date of the second GMS excluding the date of the notice and the second GMS, except where all the shareholders with valid voting rights are present or represented at the second GMS.

(c)   Pemanggilan sebagaimana yang dimaksud dalam ayat 1(b) harus dilakukan selambatnya 7 (tujuh) hari sebelum RUPS kedua diselenggarakan tidak termasuk tanggal pemanggilan ▇▇▇ tanggal RUPS kedua, kecuali semua pemegang saham dengan hak suara yang ▇▇▇ ▇▇▇▇▇ atau diwakili dalam RUPS kedua.

(d)   The second GMS shall be held not earlier than 10 (ten) days and not later than 21 (twenty one) days as from the date of the first GMS.

(d)   RUPS kedua tidak dapat diselenggarakan lebih cepat dari 10 (sepuluh) ▇▇▇▇ ▇▇▇ lebih lambat dari 21 (dua puluh satu) hari terhitung sejak RUPS pertama dilangsungkan.

(e)   The second GMS shall be lawful and entitled to adopt binding resolutions if attended by shareholders representing at least 2/3 (two-thirds) of the total issued shares with legal voting rights, unless (i) stated otherwise in these Articles of Association or (ii) applicable law then in effect requires a higher quorum.

(e)   RUPS kedua adalah ▇▇▇ ▇▇▇ berhak mengambil keputusan yang mengikat jika dihadiri oleh pemegang ▇▇▇▇▇ ▇▇▇▇ mewakili setidaknya 2/3 (dua per tiga) bagian dari total seluruh ▇▇▇▇▇ ▇▇▇▇ dikeluarkan dengan hak suara yang sah, kecuali (i) ditentukan lain dalam Anggaran Dasar ini atau (ii) ▇▇▇▇▇ ▇▇▇▇ berlaku diwaktu tersebut mewajibkan kuorum yang lebih tinggi.

(f)   In the event the quorum for the second GMS is not reached, then the quorum shall, upon request by the Company, be determined by the Chairman of a District Court whose jurisdiction covers the domicile of the Company.

(f)   Dalam hal kuorum untuk RUPS kedua tidak tercapai, maka kuorum harus, berdasarkan permintaan oleh Perseroan, ditentukan oleh Ketua Pengadilan Negeri yang yurisdiksinya mencakup domisili Perseroan.

2.  Each shareholder may be represented by another shareholder or by other persons by virtue of a power of attorney to attend and vote at the GMS or to sign the resolutions passed in accordance with paragraph 11 of this article.

2.  Setiap pemegang saham dapat diwakili oleh pemegang ▇▇▇▇▇ ▇▇▇▇ atau orang lain dengan surat kuasa untuk menghadiri ▇▇▇ memberikan suara dalam RUPS atau untuk menandatangani keputusan yang diberikan sesuai dengan ayat 11 pasal ini.

3.  The Chairman of the GMS shall have right to request that the power of attorney to represent a shareholder be presented to him/her at the time the GMS is convened.

3.  Ketua RUPS berhak meminta agar surat kuasa untuk mewakili pemegang saham diperlihatkan kepadanya pada waktu RUPS diadakan.

4.  At the GMS, each share shall confer the right to its owner to cast 1 (one) vote. The Chairman at the GMS shall not be entitled to a second or casting vote.

4.  Dalam RUPS, tiap saham memberikan hak kepada pemiliknya untuk mengeluarkan 1 (satu) suara. Ketua RUPS tidak berhak terhadap suara kedua atau mengeluarkan suara.

5.  A member of the Board of Directors, Board of Commissioners and any employees of the Company shall be permitted to act as proxy of a shareholder at the GMS, but any votes cast by any such purported proxy shall be null and void.

5.  Suatu anggota Direksi, Dewan Komisaris ▇▇▇ setiap karyawan Perseroan harus diizinkan untuk bertindak sebagai kuasa dari suatu pemegang saham dalam RUPS, namun setiap suara yang dikeluarkan oleh kuasa tersebut adalah ▇▇▇▇▇ ▇▇▇▇ hukum.

       Without prejudice to the aforesaid provisions, a member of the Board of Directors who is a director or an authorized representative of a shareholder of the Company may by virtue of his position with such shareholder represents and casts votes on behalf of such shareholders in GMS.

       Tanpa mengesampingkan ketentuan yang disebutkan di atas, seorang anggota Direksi yang merupakan seorang Direktur atau seorang perwakilan yang berwenang dari suatu pemegang saham Perseroan dapat dengan posisinya atas pemegang saham tersebut mewakili ▇▇▇ mengeluarkan suara atas nama pemegang saham tersebut dalam RUPS.

6.  Voting regarding an individual shall be made by using a ballot paper which is folded without signature unless decided otherwise by the Chairman of the GMS, without objections from any of the persons who are present in the GMS.

6.  Pemungutan suara mengenai diri orang dilakukan dengan kertas suara yang dilipat ▇▇▇ tidak ditandatangani kecuali jika Ketua RUPS menentukan lain, tanpa ada keberatan dari setiap orang ▇▇▇▇ ▇▇▇▇▇ dalam RUPS.

7.  Blank votes or void votes shall be considered non-existent and shall not

7.  Suara blanko atau suara yang tidak sah dianggap tidak ada ▇▇▇ tidak

be counted in the determination of the number of votes that are cast at the GMS.

dihitung dalam menentukan jumlah suara yang dikeluarkan dalam RUPS.

8.  Unless otherwise provided in these Articles of Association or the Shareholders Agreement, all resolutions of the GMS shall be adopted on the basis of an affirmative vote of at least 2/3 (two-thirds) of the votes legally cast at the GMS.

8.  Kecuali apabila ditentukan yang lain dalam Anggaran Dasar ini atau Perjanjian Pemegang Saham, semua keputusan dalam RUPS diambil berdasarkan suara setuju sedikitnya 2/3 (dua per tiga) bagian dari jumlah suara yang secara sah dikeluarkan dalam RUPS.

       Notwithstanding the above, the approval of the following shall require the affirmative vote of at least 3/4 (three-quarter) of the votes legally cast at the GMS:

       Tanpa mengenyampingkan ketentuan di atas, persetujuan atas ▇▇▇-▇▇▇ berikut ini membutuhkan suara setuju dari paling sedikit 3/4 (tiga per empat) hak suara yang dikeluarkan secara sah dalam RUPS:

(a)   any dismissal of any member of the Board of Commissioners or Board of Directors of the Company or any of the Company’s subsidiaries; and

(a)   setiap pemberhentian dari anggota Dewan Komisaris atau Direksi Perseroan atau anak perusahaan Perseroan; ▇▇▇

(b)   other matters stipulated under the Shareholders Agreement.

(b)   ▇▇▇-▇▇▇ ▇▇▇▇ ▇▇▇▇ disebutkan dalam Perjanjian Pemegang Saham.

9.  The manner of voting on any matter shall be as directed by the Chairman of the GMS, unless shareholders representing not less than 1/5 (one-fifth) of the total issued shares demand that voting be by sealed and unsigned written ballot.

9.  Cara pemungutan suara tentang ▇▇▇▇▇▇ ▇▇▇ akan dilakukan menurut arahan Ketua RUPS, kecuali apabila pemegang ▇▇▇▇▇ ▇▇▇▇ mewakili paling sedikit 1/5 (satu per lima) bagian dari total saham dengan hak suara sah yang dikeluarkan oleh Perseroan menuntut pemungutan suara dengan kertas suara tertutup yang tidak ditandatangani.

       In the event of a tie vote, the resolution concerned shall be deemed to have been defeated.

       Dalam hal suara yang berimbang, keputusan yang bersangkutan dianggap ditolak.

10.  Unless otherwise required by law, all proposals raised by a shareholder during the GMS shall meet the following conditions:

10.  Kecuali apabila ditentukan yang lain oleh peraturan perundang-undangan, semua usul yang diajukan oleh pemegang saham selama berlangsungnya RUPS harus memenuhi syarat-syarat sebagai berikut:

(a)   the matters in question shall be directly related to any one of the agenda items;

(a)   usul tersebut mempunyai hubungan langsung dengan salah ▇▇▇▇ ▇▇▇▇ acara rapat;

(b)   the matters in question shall be raised by shareholder(s) representing at least 1/10 (one-tenth) of the total issued shares of the Company as of the record voting date; and

(b)   usul tersebut diajukan oleh pemegang ▇▇▇▇▇ ▇▇▇▇ mewakili paling sedikit 1/10 (satu per sepuluh) bagian dari total saham Perseroan yang telah dikeluarkan sampai pada tanggal pencatatan suara; ▇▇▇

(c)   in the opinion of the chairman of the GMS the proposal is directly related to the business of the Company or the governance of the Company.

(c)   menurut pendapat pemimpin RUPS usulan tersebut berhubungan secara langsung dengan usaha Perseroan atau pengaturan dari Perseroan.

11.  The shareholders may also adopt valid and binding resolutions without convening the GMS provided that the relevant proposal has been notified to all shareholders and all shareholders (or their proxies by virtue of a power of attorney) have given their approval by signing a written statement as evidence of their approval. Such resolutions adopted in such manner shall be deemed equal to those lawfully adopted at the GMS.

11.  Pemegang saham juga dapat mengambil keputusan yang ▇▇▇ ▇▇▇ mengikat tanpa mengadakan RUPS, dengan ketentuan usulan yang terkait telah diberitahu kepada semua pemegang ▇▇▇▇▇ ▇▇▇ semua pemegang saham (atau kuasanya berdasarkan suatu surat kuasa) telah memberikan persetujuan dengan menandatangani suatu pernyataan tertulis sebagai bukti persetujuannya. Keputusan yang diambil dengan cara demikian akan dianggap sama dengan keputusan yang diambil dengan sah dalam RUPS.

12.  Minutes of the meeting of the GMS shall be drawn up by a person present at the GMS designated by the Chairman of the GMS. Such minutes of the GMS shall be signed by the Chairman and by a person present at the GMS, to verify the completeness and accuracy of the minutes.

12.  Risalah RUPS dibuat oleh seseorang ▇▇▇▇ ▇▇▇▇▇ dalam ▇▇▇▇ ▇▇▇ ditunjuk oleh Ketua RUPS. Risalah RUPS tersebut harus ditandatangani oleh Ketua Rapat ▇▇▇ seseorang ▇▇▇▇ ▇▇▇▇▇ dalam RUPS tersebut, untuk memeriksa kelengkapan ▇▇▇ ketepatannya.

       If the minutes of GMS are drawn in the form of a notarial deed, such signatures as stipulated above is not required.

       Apabila berita acara RUPS dibuat dalam bentuk suatu akta notaris, tanda tangan sebagaimana disebutkan di atas tidak diperlukan.

13.  A copy of the minutes of the GMS in accordance with paragraph 12 of this article shall be deemed as valid copy to

13.  Salinan risalah RUPS yang dibuat sesuai dengan ketentuan dalam ayat 12 pasal ini akan berlaku sebagai

all shareholders and to all third parties of resolutions adopted in the GMS aforesaid.

14.  A copy of, or excerpt from, the minutes of meeting of GMS shall be deemed a legal copy or excerpt, if it is stated to be a true copy or excerpt and is signed by 2 (two) members of the Board of Directors or if it is issued by the notary public who drew up the minutes concerned.

salinan yang sah untuk semua pemegang ▇▇▇▇▇ ▇▇▇ pihak ketiga mengenai keputusan-keputusan yang diambil dalam RUPS yang bersangkutan.

14.  Salinan atau kutipan risalah RUPS harus dianggap sebagai salinan atau kutipan yang sah, apabila dinyatakan sebagai salinan atau kutipan yang benar ▇▇▇ ditandatangani oleh 2 (dua) anggota Direksi atau dikeluarkan oleh notaris yang membuat risalah RUPS yang bersangkutan.

15.  If there is a dispute arising out of the contents of the minutes of meeting, such dispute shall be settled in the next GMS based on resolution adopted by at least 2/3 (two-thirds) of the total votes legally cast at the GMS.

15.  Jika timbul perselisihan mengenai isi dari risalah RUPS, maka perselisihan tersebut akan diselesaikan dalam RUPS berikutnya berdasarkan keputusan yang diambil ▇▇▇▇ ▇▇▇▇▇▇ sedikit 2/3 (dua per tiga) bagian dari total suara yang secara sah dikeluarkan dalam RUPS tersebut.

Article 11

AMENDMENTS OF THE ARTICLES OF ASSOCIATION

Pasal 11

PERUBAHAN ANGGARAN DASAR

1.  Amendments of these Articles of Association shall be determined by the GMS attended by shareholders who are representing at least 2/3 (two-thirds) of the total issued shares with legal voting rights and by a resolution approved by at least 2/3 (two-thirds) of the total issued shares with legal voting rights. The said amendments to these Articles of Association shall be set out in a notarial deed and in the Indonesian language, which must be made within 30 (thirty) days after the date of GMS resolution.

1.  Perubahan Anggaran Dasar ditetapkan oleh RUPS yang dihadiri oleh pemegang ▇▇▇▇▇ ▇▇▇▇ mewakili paling sedikit 2/3 (dua per tiga) bagian dari total ▇▇▇▇▇ ▇▇▇▇ telah dikeluarkan yang mempunyai hak suara yang ▇▇▇ ▇▇▇ keputusan disetujui oleh sekurangnya 2/3 (dua per tiga) dari total saham dikeluarkan dengan hak suara yang sah. Perubahan Anggaran Dasar tersebut harus dibuat dengan akta ▇▇▇▇▇▇▇ ▇▇▇ dalam Bahasa Indonesia, yang dibuat selambatnya 30 (tiga puluh) hari sejak tanggal keputusan RUPS.

2.  The amendments to the provisions of the Articles of Association concerning name, domicile, purposes and objectives, business activities, period of establishment, amount of the authorized capital, reduction in the issued and paid-up capital and change in the status if the Company

2.  Perubahan ketentuan Anggaran Dasar yang menyangkut perubahan nama, tempat kedudukan, ▇▇▇▇▇▇ ▇▇▇ tujuan, kegiatan usaha, jangka waktu berdirinya Perseroan, besarnya modal dasar, pengurangan modal yang ditempatkan ▇▇▇ disetor ▇▇▇ perubahan status Perseroan tertutup

       from a private company to a public company and vice versa, shall be approved by the Minister of Laws and Human Rights of the Republic of Indonesia no later than 30 (thirty) days after the date of the notarial deed containing such amendment of these Articles of Association.

       menjadi Perseroan terbuka atau sebaliknya, wajib dimohonkan untuk mendapat persetujuan dari Menteri Hukum ▇▇▇ ▇▇▇ Asasi Manusia Republik Indonesia selambatnya 30 (tiga puluh) hari sejak tanggal akta notaris yang memuat perubahan Anggaran Dasar tersebut.

3.  Amendments to these Articles of Associations in respect of items other than those provided in paragraph 2 of this article shall be sufficiently reported to the Minister of Laws and Human Rights of Indonesia within a period no later than 30 (thirty) days as from the date of the resolution of the GMS concerning the said amendments and shall be registered with the Company Register.

3.  Perubahan Anggaran Dasar selain yang menyangkut ▇▇▇-▇▇▇ ▇▇▇▇ tersebut dalam ayat 2 pasal ini cukup diberitahukan kepada Menteri Hukum ▇▇▇ ▇▇▇ Asasi Manusia Republik ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ (▇▇▇▇ ▇▇▇▇▇) hari terhitung sejak tanggal keputusan RUPS tentang perubahan tersebut serta didaftarkan dalam Daftar Perseroan.

4.  Resolutions concerning the reduction of capital shall be notified in writing to all creditors of the Company and announced by the Board of Directors in 1 (one) daily newspaper in Indonesia language, which is nationally circulated in the domicile of the Company and in the State Gazette not later than 7 (seven) days after the date of the resolution concerning the said reduction of capital.

4.  Keputusan mengenai pengurangan modal harus diberitahukan secara tertulis kepada semua kreditor Perseroan ▇▇▇ diumumkan oleh Direksi dalam 1 (satu) atau lebih surat kabar harian berbahasa Indonesia, yang terbit atau beredar secara nasional di tempat kedudukan Perseroan ▇▇▇ dalam Berita Negara selambatnya 7 (tujuh) hari sejak tanggal keputusan tentang pengurangan modal tersebut.

Article 12

MERGER, AMALGAMATION, ACQUISITIONS, SPIN OFF AND DISSOLUTION

Pasal 12

PENGGABUNGAN, PELEBURAN, PENGAMBILALIHAN, PEMISAHAN ▇▇▇ PEMBUBARAN

1.  With due observance of the applicable laws and regulations: a merger, amalgamation or acquisition, spin off, filing of bankruptcy petition, extension to the period of establishment of the Company or any Company subsidiary, or dissolution of the Company or any of the Company’s subsidiaries can be made only based on a decision of the GMS which is attended by shareholders representing at least 3/4 (three-quarters) of the total issued shares with legal voting rights and the decision must be

1.  Dengan memperhatikan ketentuan peraturan perundang-undangan yang berlaku: suatu penggabungan, peleburan atau pengambilalihan, pemisahan, pengajuan permohonan agar Perseroan dinyatakan pailit, perpanjangan jangka waktu berdirinya Perseroan atau setiap anak perusahaan Perseroan, atau pembubaran Perseroan atau setiap anak perusahaan Perseroan hanya dapat dilakukan berdasarkan keputusan RUPS yang dihadiri oleh