1.1.

AUTHORITY OF THE BOARD OF DIRECTORS AND COMMISSIONER i. BOARD OF DIRECTOR Appointment The Company shall be managed and controlled by a Board of Directors (BOD) which consist of 3 (three) members. One of them shall be appointed as a President Director and 2 (two) as Directors. The President Director and 1 (one) member of BOD are appointed from candidates nominated by foreign shareholders, while 1 (one) other member of the BOD is appointed from candidate nominated by Indonesia shareholder. The BOD shall be appointed by resolution of the general meeting of shareholders for a period of 3 (three) year, without prejudice to the right of the shareholders meeting to dismiss them at any time. The BOD members may be re-appointed.
Note: We note that the terms office of BOD have been expired on 20 June 2011 since their last assignments was on 20 June 2008. We have not found any documents of the resolution of shareholders relating to the (re)appointment of the BOD of the Company for subsequent period. If up to now, the Company have not (re)appointed the BoD of the Company within 90 (nintey) days since 20 June 2011, then the Company shall be managed by a member of the Board of Commissioners which appointed by way of the resolution of the meeting of the Board of Commissioners as mentioned below.

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The member of the BOD shall be entitled for a salary and/or an allowance, the amount of which shall be determined by the Board of Commissioners Decree No. SK001/BOC/XII/07 dated 18 December 2007 concerning remuneration and/or allowance of the BOD of the Company with amount: IDR No. Remuneration and/or President Director Director (Jasa allowance Component Director (Pantai Sarana) Medivest) 1. Basic Salary 10.000.000 2. Representation Allowance 2.000.000 3. Health Allowance 1.000.000 4. Transportation Allowance 6.000.000 5. Meal Allowance 500.000 6. Communication Allowance 1.000.000 20.500.000 Total .
Note: We have not found any documents of the resolution of commissioners relating to the remuneration and/or allowance of the BOD of the Company.
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In the event that due to any reason the position of one or more or all member of BOD becomes vacant, therefore within 90 (ninety) days after such vacancy occurs, a general meeting of shareholders must be held for the purpose of filling such vacancy.

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Term of Office Term of office for the appointed replacement member of BOD for filling the vacant position is the remaining term of the replaced member of BOD. In the event that the Company does not have any member of BOD, therefore in the period of 90 (ninety) days since such event occurs a general meeting of shareholders shall be held to appoint new Directors and for temporary the Company shall be managed by a member of the Board of Commissioners which appointed by way of the resolution of the meeting of the Board of Commissioners. A member of the BOD may resign from his position by notifying in writing of his aforementioned intention to the Company by no later than 30 (thirty) days prior to the date of his resignation. The member of BOD shall be discharged from his/her responsibility if the general meeting of shareholders grants such approval. Positions of the directors are ended if he/she is: resigned declared bankrupt / placed under guardianship pursuant to a court decision prohibited as member of BOD under applicable legislation. died. dismissed by decision of general meeting of shareholders.

Duties and powers of Directors Pursuant to the Articles of Association of the Company as in the Deed 4/2008, duties and powers of the Directors are as follows: The BOD shall be entitled and authorized to act for and represent the Company inside as well as outside the court of law in respect of all matters and events, to bind the Company with other party and other party with the Company, also to undertake all actions whether management or ownership, however with the following limitations underwhich the BOD shall obtain prior written approval from BOC: a. to make payments in excess of USD100,000 (one hundred thousand united states dollars) per transaction;

b. c. d. e. f. g.

to borrow or lend money on behalf of the Company (excluding taking the company money in the bank; to provide any collateralization or security of all or any part of the Companys assets; to establish a new business and participate in other companies, both within and outside the country without prejudice to permits from the authorities. to bind the Company as a guarantor (avalis), underwriter, or similar obligation bearers, in the interest of third parties; to acquire or dispose of immovable property rights; to appoint or dismiss the company's accountant.
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The President Director has the right and authority to act for and on behalf of the BOD and also represent the Company. In the event the President Director is not present, 2 (two) other Directors shall be entitled for and authorized to act for and on behalf BOD also represented the Company. Legal action to transfer, dispose of rights or debt guarantees to make all or more than (one half) the book value of all assets of the company within 1 (one) book year, whether in one or several transaction, whether individual or associated with another transaction, shall subject to the general meeting of shareholders approval which attended or represented by shareholders with minimum of of total share with legitimate voting rights and approved by minimum of of total legitimate voting rights issued in the meeting. This legal action shall be announced in the 2 (two) Indonesian language newspapers circulated in the domicile of the Company in no later than 30 days since the date of the pertinent legal action. President Director shall make and prepare a plan of the company's business activities each year covering a period of at least 3 (three) yearbook and preparing the company budget plan each year which includes the following year and was based on action plans applicable at the time. Division of tasks and authority of each member of the Board of Directors shall be determined by the general meeting of Shareholders and such authority may be delegated to the Board of Commissioners.

ii.

BOARD OFCOMMISSIONER

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Appointment

Board of Commissioners (BOC) consist of 3 (three) members. One of them shall be appointed as the President Commissioner and 2 (two) as the Commissioners. The President Commissioner and 1 (one) member of the BOC are appointed from candidates nominated by the foreign shareholder, while 1 (one) other member of the BOC is appointed from candidate nominated by Indonesian shareholder. The BOC shall be appointed by the resolution of the general meeting of shareholders for a period of 3 (three) year, without prejudice to the right of the general meeting of shareholders to dismiss them at any time. The current member of the BOC, upon its expiry, may be re-appointed by the general meeting of shareholders. The member of the BOC shall be entitled to honorarium and/or an allowance, the amount of which shall be determined by the shareholders decision outside of the general meeting of shareholders dated 18 December 2007 as belows: MYR Commissioner(Pantai Commissioner Medivest) (Jasa Sarana) 2,500 2,500

No.

Remuneration President and/or allowance Commisioner Component Basic Salary Total general meeting of shareholders.
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We do not see any shareholders resolution approving the remuneration and/or allowance of the BOC.

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In the event that due to any reason the position of one or more or all member of the BOC becomes vacant, therefore within 90 (ninety) days after such vacancy occurs, a general meeting of shareholders must be held for the purpose of filling such vacancy.

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Term of Office Term of office for the appointed replacement member of the BOC for filling the vacant position is the remaining period of the replaced member of the BOC. A member of the BOC may resign from his position upon written notification of his aforementioned intention to the Company by no later than 30 (thirty) days prior to the date of his resignation. The member of the BOC shall be discharged from his/her responsibility if the general meeting of shareholders grants such approval. The position of the commissioners is ended if he/she is: a. resigned b. declared bankrupt / placed under guardianship pursuant to a court decision c. prohibited as member of BOC under applicable legislation. d. died. e. dismissed by decision of general meeting of shareholders

Duties and powers of the Commissioner Articles of Association of the Company as in the Deed 4/2008, set out the duties and powers of BOC to include: BOC at any time during working hours is entitled to enter into the Company's office buildings and other places that is used or controlled by the Company and entitled to inspect all books, letters and other evidences, checking and verifying the financial condition and other cash and reserves the right to know all actions have been executed by the Directors. All Directors and each of the members of the Board of Directors are obliged to give explanations about all matters asked by the BOC. If all members of the Board of Directors are temporarily suspended and the Company does not have one board member, then the BOC is required to run the Company for temporary period. In the case there is only one member of the BOC, all duties and authority given to the President Commissioner or Commissioners in the statutes shall also apply to him.