SHAREHOLDERS AGREEMENT

BETWEEN

ABB MEA PARTICIPATIONS LTD. (ABB)

AND

PT ABDIBANGUN BUANA (PTAB)

Dated______, Month_______, Year______
CONTENTS

SHAREHOLDERS AGREEMENT
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Reorganization
Restructuring Exercise
Objective
Condition Precedent for Completion
Effective Date of Agreement\
Trade Marks License and Name License
Shareholdings
Transfer of Shares
Conflict of Interest
Duration
Management
Board of Commissioners
Board of Directors
Matters Requiring Special Approval
General Meeting
Registered Office, Auditors, Financial Year, and Accounts
Force Majeure
Termination and Remedies
Consequences of Termination
Change of Control
Limitation of Liability
Supplementary Agreements

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Compelition
Mutual Representations and Warranties
Assignment
Confidentiality
Developing Local Competency and Training
Direct Business
General Undertaking of The Parties
Agreement to Bind Successors
Prevalence of Agreement
Govering Law
Language
Arbitration
Severability
Costs and Expenses
Miscellaneous
Counterparts
Notices
Entire Agreement

SHAREHOLDERS AGREEMENT
This shareholders Agreement (Agreement) is made on Date___, Month___, Year___ by and among:
A) ABB MEA PARTICIPATIONS LTD. a company incorporated and existing by virtueof the laws
and with principal office address at Affolternstrasse 44 8050 Zurich, Switzerland (hereinafter
referred to as ABB). and
B) PT ABDIBANGUN BUANA a company incorporated and existing under and by virtue of the
laws of the Republic of Indonesia and having its domicile address at 7th floor, CCM Building,
JL. Cikini Raya No. 95 Jakarta 10330, Indonesia (hereinafter referred to as PTAB).
(collectively referred to as Parties and individually as a Party)
RECITALS
A. ABB

is a company that carries on business of technical and specialized engineering,

manufacturing, contracting, commisioning, training and installing, import, export, and supply of
engineering technical products, equipment and services related to various indusrties (The
Businesses).
B. ABB has been carrying on the Businesses in Indonesia via the following entities:
a. Joint venture company with a local partner PT AB
i. ABB TAD, a company incorporated and existing under and by virtue of
the laws of the Republic of Indonesia and having its domicile address at
[*] (ABB TAD) comprREOising of ABB as the paid-up shareholder of
60% of shares in ABB TAD and PT AB as the paid-up shareholder of 40%
of shares in ABB TAD.
ii. ABB SI, a company incorporated and existing under and by virtue of the
laws of the Republic of Indonesia and having its domicile address at [*]
(ABB SI) comprising of ABB as the paid-up shareholder of 51% of
shares in ABB SI and PT AB as the paid-up shareholder of 49% of shares
in ABB SI;
b. Joint venture company with foreign partner ABB Singapore:

i. IDIM, a company incorporated and existing under and by virtue of the

laws of the [*] and having its domicile address at [*] (IDIM) comprising of
ABB as the paid-up shareholder of 95% of shares in IDIM and ABB
Singapore as the paid-up shareholder of 5% of shares in IDIM.
C. PT AB has entered into a sole agency agreement with ABB International Marketing Ltd.
(previously known as Asea Brown Boveri) (South East Asia) Ltd. Zug dated 1st Jan 1989
(Sole Agency Agreement).
D. ABB adn PTAB desire to revise their relationship (including restructing the shareholdings
in ABB SI) and carry on the Business on a joint venture basis via ABB SI as the ultimate
joint venture vehicle. The Parties agreed that all existing business carried out by ABB TAD
and IDIM be merged into ABB SI, and the sole agency portion of the Business in PTAB
shall be transferred into ABB SI in accordance with the intentions and mutually agreed
principles as set out in the Memorandum of Understanding attached herewith as
Appendix A.
E. The Parties have entered into this Agreement for the purpose of recording the agreed
terms relating to the implemetation of the foregoing intentions and their relationship as
shareholders of ABB SI and the management and conduct of ABB SI.
OPERATIVE PROVISIONS

1. REORGANIZATION
1.1 The Parties agreed to strengthen their current business operations by combining and/or
reorganizing the existing resources in ABB TAD, IDIM, and sole agency portion of PTAB
into ABB SI, in accordance with th eterms forthwith and the laws and regulations of the
Republic of Indonesia (Restructuring).
1.2 ABB SI shall be the new platform created by the positive efforts and spirit of the Parties to
increase the Business in the areas of contracting, project management, engineering,
design, manufacture, assembly, testing, marketing and sale of various products, system
and services and also to improve the project support capabilities in full compliance with
ABB and PTAB policies, directives and guidelines. In the event of dispute and/or
inconsistency between ABB and PTAB policies. ABBs policies shall prevail and shall be
fully complied with the Parties in particularly policies pertaining to or in relation to
compliance and business ethics of ABB.
1.3 The Parties wish to continue and intensifly their cooperation for purpose of achieving
greater results and in line with the growing economic volume and importance of Indonesian
market

2. RESTRUCTURING EXERCISE
2.1 The Parties shall agree to the appointment of external consultant(s) agreed by both
parties (The Advisors) to advise on the most suitable method including cost time tax legal
efficient method to implement the intention of the Parties in respect of the Restructuring and

as stated in the Recital D of this Agreement. The Appointment of external consultant(s) is

stipulated in Appendix B.
2.2 The Parties shall carry out and implement all proper recommendations given by the
Advisor in a timely and cost efficient manner so as to achieve the completion dae of
Restructuring by 30th June 2010 or a later date to be mutually agreed upon between the
Parties.
2.3 The cost of preparation for Restructuring including legal, stamping and notarialfees
incurred in connection therewith, shall, to the extent permitted by law, be borne and paid for
by ABB SI. ABB SI shall reimburse the Parties for reasonable cost incurred incidental to the
Restructuring.

3. OBJECTIVE
3.1 The Parties agreed that, upon completion of the Restructuring, ABB SI shall:
a. sell all products and services provided or sold by PTAB under the Sole Agency
Agreement.
b. act as the sole point of entry in Indonesia for all products and services that were
peviously governed by the Sole Agency Agreement. ABB SI should also be made
aware of and be informed regarding business executed by other ABB companies
abroad doing direct business into Indonesia. Local added value or participation
c.

with ABB SI should always be given priority.

implement the required structures and capacity to enable it to offer all ABB
products and services to local Indonesia customers and thereby eliminating direct
business into Indonesia by other companies of the ABB group over time.

4. CONDITIONS PRECEDENT TO COMPLETION

4.1 Completion of Restructuring as contemplated here in is subject to among others, the
satisfaction of the following conditions precedent (collectively referred to as the conditions
Precedent)
a. the resolutions being passed by the respective boards of commissioners of ABB
TAD. IDIM and ABB SI approving the merger plan prepared by the respective
boards of directors in accordance with Article 123. 126-130, ^33 of Company Law
No 40 of 2007.
b. the resolutions being passed by the board of director of AGB TAD. IDi.V, AB SI
and PTAB approving the Restructuring action contemplated under this
Agreement;

c.

a resolution being passed at a general meeting of the shareholder of AB8 TAD.

IDIM. PTAB and ABB SI approving the Restructuring action contemplated under

this Agreement;
d. the relevant announcements to bo medo by ABG TAD. IDIM. PTAB anc A3B SI as
required under applicable laws and requirements, if required, and that there is no
material claims by any tru'd party pursuant to Ihe said announcer;ents. And
e. the relevant notification to be made by ABB TAD. IDIM. PTAB end ABB Si to the
respective employees of the ABB SI as required under applicable laws and
regulatio
f.

approval iron, relevant authorities approving the Restructuring action o' ABB Si as
contemplated in this Agreement

g. approval from relevant authorities as may be require by ABB SI in order to carry

out the intended business activi the territory of the Republic of Indonesia
4.2 The Parties shall use their respective best endeavors and execute any and all documents
in order to fulfill the Conditions Precedent
4.3 To the extent permitted by law. ABB and PTAB reserve the right to waive in writing the
requirement to fulfill any of the Conditions Precedent
4.4 Subject to article 4.3. if any of the Conditions Precedent is not fulfilled, this Agreement shall
cease to have any elfect and shall become null and void and neither of the Parties shall have
any further claims against the other save and except for any antecedent breach unless the
Parties agree in writing to continue this Agreement.

5. EFFECTIVE DATE Of- AGREEMENT

The Parties agree that unless explicitly agreed otherwise hereunder this Agreement will take
effect from and be binding on the Parties on the date completion of the Condrtions Precedent.

6. TRADE MARKS LICENSE AND NAME LICENSE

6.1 The Parties shall procure that immediately upon completion of the Restructuring; AB3 SI
shall enter into a Tracemark License Agreement and a Name License Agreement.in forms to be
agreed by the Parties. ABB SI will be permitted to use the name 'ABB" and the ABB Groups
ABB trademark only in strict accordance wilh the terms and condition of this Agreement
6.2 If ABS ceases to be a shareholder of ABB SI and AB B SI remain in existence, the
trademark and name licenses granted herein shall terminate and ABB SI will no longer have
the right to use such trademark and name, in such event. ABB SI shall immediately undertake

to legally change its name so that the expression "ABB" and any references to ABB and/or
*Asea Brown Boverr* are no longer part of the ABB SI name and/or literature and to delete the
ABB trademark from all documentations, display signs, business calling cards, letterhead and
stationary and any end all olher material which may be publicly displayed or which may
otherwise be in public circulation failure to strictly observe the terms of this Sub-Clause 2 would
result in an unlawful appropriation by A9R St of the ABB name and trademark which could
result in legal proceedings against the ABB SI.
6.3 The tradename ABB" and/or "Asea Brown Boven and the related signia sign or other logo
or trademarks or patent rights used by ABB SI whether registered or unregistered, shall remain
as the sole and absolute proper ABB and/or its affiliates ABB SI Shall neither acquire any right,
title or interest in the use of such intellectual property rights as aforesaid or the name ABB or
any other name or names mat may be used by ABB and/or ABB SI in the future; nor dispute the
right, title or interest of ABB over the same during the term of ABB SI or upon its dissulotion
regardless of the reasons for such dissolution. Should for any reason whatsoever ABB retire
from ABB SI, PTAB shall immediately change the name of ABB SI excluding it from the
tradename ABB and/or Asea Brown Boven and/or any expression resembling the name.

7. SHAREHOLDINGS
7.1 Upon completion of the Restructuring and after proper and necessary ratification of the
amended articles of association (Articles of Association ) by the MLHR, ABB or other appointed
party shall effectively hold fifty-five (55%) percent of the total paid-up share capital of ABB SI
and PTAB shall effectively hold up to maximum forty-five (4 5%) percent of the total paid-up
share capital of ABB SI subject to Clause 7.2 below.
7.2 PTAB hereby give its consent and irrevocably agree that ABB shall be entitled at its
absolute discretion and at any time t o increase its equity portion in ABB SI from fifty.five (55%)
percent to sixty (60%) percent which may be executed following a capital injection from ABB
equivalent to USD7.000.000 00 (seven million United Stales Dollar) into ABB SI in accordance
with the Indonesian applicable laws. This will be executed at the point of need of an asset
Investment with a value equivalent lo at least USD10.0. the additional balance of which (i.e.
total investment less USD7million) will be financed by the Parties according to the new equity
ratio of 60% ABB 40% PTAB. Upon ABB exercising its entitlement under this Clause 7.2, the
new equity ratio of ABB and PTAB in ABB SI shall be adjusted or revised to reflect:
(i) ABB

60%: Sixty Percent

(ii) PTAB

40%: Forty Percent

7.3 The authorized capital and the number of issued shares of ABB SI may be increased from
time to time upon consultation and agreement of the Parties in light of the financial

requirements and other business conditions of ABB SI existing at the time pursuant to the
applicable laws and regulations and capital shall be provided by ABB and PTAB in proportion
and in accordance with the ratio of their share capita! in ABB SI. Alt increases of the share
capital shall be made in cash
7.4 If any Party has net exercised this right by contributing its share of the increase to ABB SI
within thirty (30) calendar days of the dale of the resolution approving the increase, or by such
later date as may be stipulated in the said resolution, then the other Party shall be entitled to
contribute in excess of its respective share of the increase and the percentage participation as
Intended by Clause 7.2 above shall be adjusted accordingly.
7.5 If shares in ABB SI are subscribed or paid up by any Party by payments in Rupiah and if at
any time of payment, the exchange rate (Payment Date) of Rupiah to United Slates Dollars is
less than the exchange rate as determined by BKPM or equivalent Indonesian Authority in
respect of the investment approval for ABB St (Approval Date) such Party shall pay to ABB
SI as a premium for each such share the amount equal to this difference between the Approval
date and the Payment date.

7.6 ABB SI is unable to raise adequate funds for its operations on its own. The Parties may provide
shareholders loans and/or guarantees to third party lenders, as the Board of Commissioners of
ABB SI proposes, provided that (a) the principal sums lent or the amounts secured by such
guarantees shall always be In proportion to the Parties shareholdings, (b) repayment of principal
and payment of interest shall be made rateably and (c) the terms and conditions of siuch loans
and guarantees shall otherwise be identical.
7.7 Any provision of loans and/oi guarantees by the shareholders to ABB SI shall be conditioned upon
the lender/guarantor receiving satisfactory security interests in the assets of ABB SI
7.8 The Parties here to agree that they shall not create or permit to exist any nature of encumbrances
over their shares in ABB SI except with the prior written consent of the other Party in writing

8. TRANSFER OF SHARES
8.1 It is agreed that no shareholder shall sell, transfer or encumber and of the shares of ABB
SIs stock, which they respectively hold without the previous written consent of the other Party
hereto except as hereinafter provided.
8.2 In the event that either Party should desire to dispose of any of us Shares, such Party shall
give written notice of such intention to the other Party Within ninety (90) days after the receipt of
Such written notice from one Party (Selling Party) the other Party (Recipient Party) shall have
the option to purchase ail such shores, but not a part thereof, at the price and on conditions to

be mutually agreed between the Parties.

In the event no agreement is reach between the Parties on the price for such purchase during
this ninety (90) days period, the price shall be determinated by the auditing firm that Is retained
by ABB SI at the time of such notice. The Parties are entitled to challenge the opinion of the
auditing firm retained by ABB SI by seeking a second opinion from one of the top four
international auditing firms to be appointed by ABB SI. The Party seeking to challenge the
opinion shall bear the costs arising therefrom. The second opinion officially issued shall be final
and accepted by the Parties herein. The value of each share at the time of transfer shall be
computed in accordance with the following formula:Vt

S + A

Nt

(Py1 + Py2 + Py3)

10 (100 Tc )

3
100

Vt

the value of each share at the time of transfer

Nt

the number of shares at the time of transfer

the actual value of ABB SI which shall be the net book value as shown by the

audited financial statements as of the end of the first fiscal year preceding the year of transfer
with such adjustment as may be made, upon the request of either Party, by the said auditing
firm with the advise of any expert appraiser that he at his discretion solicits
A

yield value

Tc

valid corporation tax expressed as a precentage paid in Indonesia at the time

of sale of shares
P

Profit before taxes

Y1

1st fascal

Y2

2nd fiscal

Y3

3rd fiscal

It the recipient Party does not exercise its option to purchase the Selling Party's shares under
this Article 8 2. the Seeing Party shall have the right to sell such shares to a third party within
six (6 ) months after the ninety (90) days period abovenentioned; provided, however, that such
shall not be on terms more favourable to such third party than those offered to the Recipient
Party or decided by the auditors and provided further that the purchaser undertakes to accept
and be bound by all terms and conditions of this Agreement in the same way as the Selling
Party, if the ether Party so request within thirty (30) days after notification of the purchase.

After said six (6) months period any sale of share shall be subject to the conditions in the
preceding paragraph of this Article 8.2.
8.3 If ABB is the Recipient Party and is prevented by the laws of Indonesia from acquiring
further shares in ABB SI in accordance with Article 8 2. ABB's right shall be converted into a
right to appoint another shareholder not so prevented from the acquisition
8.4 Notwithstanding the provisions of Article 8, the Parties shall have the right to transfer all. but
not a part, of the shares of ABB SI held by it lo any of its wholly owned subsidiaries, who shall
then be bound by this Agreement and the Parties shall guarantee the fulfillment of this
Agreement by the subsidiary.
8.5 Any transfer of shares under this Agreement shall be performed in accordance with the
prevailing requirements of the laws of Indonesia.

9. CONFLICT OF INTEREST
9.1 Upon signing of this Agreement, PTAB shall make a first disclosure officially .to ABB. and
then during the first week of the 1 st and 4th quarter of each fiscal year thereafter, a disclosure
covering the Immediately preceding period since the last report on all products, systems and
services PTAB was directly or indirectly engaged, concerned or interested in representing,
trading, manufacturing or promoting (cither by itself or with or on behalf of another) that is in
competition with businesses or objects of ABB SI and products, systems and services of ABB
9.2 PTAB hereby agrees that it will not, so long as it remains a shareholder in AB B SI , be
directly engaged, concerned or interested otherwise than through ABB SI in many business in
Indonesia which falls within the objects or business of ABB SIs Article of Association, unless
with the consent from ABB SI.
9.3 PTAB hereby agrees not to continue with or participate in any tender or bidding for work or
projects that involve ABB products in which ABB SI (either by itself or with or on behalf of
another) is also tendering or bidding or interested in being involved, unless with the consent by
ABB or ABB SI.
9.4 PTAB hereby agrees to bring to an end or effectively terminate all existing agency or
distributorships relating to alt ABB products and/or services in Indonesia, unless waived by ABB
in writing.
9.5 Any of PTAB employee, agent, representatives and affiliates who are involved or engaged

in whatsoever manner in any products, system and services that is in competition with
businesses or objects of ABB SI and products. Systems and services of ABB shall not be
allowed to be appointed as a member of the Board of Commissioners. Board of Directors and
also any position/designation In ABB SI's organization.
9.6 In the event PTAB fails to comply with Clause 9.3 and 9.4 above,. PTAB shall be deemed to
be in material breach to this Agreement, unless waived by ABB in writing.

10. DURATION

10.1 This Agreement shall continue in full force and effect so long as PTAB and ABB both
terrain shareholders in ABB SI or in the event A8 B SI being dissolved for any reason
whatsoever until completion of its liquidation.

11. MANAGEMENT
11.1 The overall and effective management and running of ABB SI. its opeietions administration
and its personnel shall be managed by the Board of Directors (8 oD) and supervised by the
Board of Commissioners (BoC).
11.2 The Parties irrevocably agreed that ABB SI shall continue to be entirely managed and run
by BoD and supervised by BoC. ABB SI shall be managed and run like any other ABB company
at all times in full compliance with ABB Group Directives, Instructions and Policies during the
subsistence of this Agreement.
11.3 The remuneration of the President Director shall be decided upon from time to time
between ABB end the President Director and shall be borne by ABB SI.
11.4 ABB SI acting through its shareholders shall grant the President Director a power of
attorney to assist him in fulfilling his obligation lo ABB SI and the day-to-day management of
ABB SI.

12. BOARD OF COMMSSlONERS (BoC)

12.1 The supervision of the management of ABS SI shall be entrusted to the Board of
Commissioners which shall consist of total five (5) members. Every member shall have one (1)
casting vote each, three (3) members nominated by ABB, one (1) of whom shall be elected as

Vice President Commissioners and two (2) members nominated by PTAB, one (1) of whom
shall be elected President Commissioners. Both the Vice President and President
Commissioners shall neither have any additional votes nor any veto rights.
12.2 The quorum requirement for the meetings of Board of Commissioners shall be four (4)
members present in person or by proxy. If the quorum is not achieved then the Board of
Commissioners meeting shall be postponed. The next Board of Commissioners meeting shall
be held within two (2) months with quorum achieved with four (4) members present in person or
by proxy. If the quorum cannot be achieved within two (2) months following the first requested
meeting date for quorum, then a meeting may be requested two (2) weeks following a written
request. In such a case quorum can be achieved by at least three (3) members attending and a
decision of the Board of Commissioners shall require at least three (3) affirmative votes
delivered in person or by proxy. Decision of the Board of Commissioners shal require the
affirmative vote of at least three (3) members present in person or represented by proxy.
12.3 A meeting of the Board of Commissioners may also be held through the media of
teleconference, video conference or other electronic media that enable all participants in the
meeting to view and/or hear each other directly and to participate in the meeting
12.4 Resolutions of the Board of Commissioners may be passed without convening a meeting,
provided that all members of the Board of Commissioners or Board of Directors have been
notified In writing of the resolution and subject to all applicable laws, where all the members of
the Board of Commissioners have approved the proposal in writing by signing a written
statement to that effect

13. BOARD OF DIRECTORS (BoD)

13.1 The management responsibility of ABB SI shall be vested in a Board of Directors which
shall consist of a total of four (4) members, every member shall have one (1) casting vote each,
two (2) members nominated by ABB, one of whom shall be elected as President Director and
two (2) members nominated by PTAB by PTAB, one of whom shall be designated as Vice
President.
13.2 The quorum requirement for meetings of the Board of Directors shall be three (3)
members present in person or by proxy. Decision of the Board of Directors shall require the
affirmative vote of at least three (3) members present in person or represented by proxy.
13.3 A meeting of the Board of Directors may also be held through the media of teleconference,

video conference or other electronic media that enable all participants in the meeting to view
and/or hear each other directly and to participate in the meeting.
13.4 Resolutions of the Board of Directors may be passed without convening a meeting,
provided that all members of the Board of Commissioners or Board of Director have been
notified in writing of the resolution and subject to all applicable laws. where all the members of
the Board of Commissioners or Board of Directors have approved the proposal in writing by
signing a written statement to that ellect.
13.5 Unless otherwise agreed by the shareholders or provided by the laws of Indonesia. the
Directors shall receive the most nominal remuneration permitted by the laws of Indonesia from
ABB SI in respect of their appointment to the Board.

14. MATTERS REQUIRING SPECIAL APPROVAL

14 1 If is agreed by the Parties that save and except as prescribed under the prevailing laws of
Indonesia, all major policy decisions concerning the operations of ABB SI may only be made
after consultation between the Parties and shall further require the approval in the BoC or
General Meeting of Shareholders as the laws of Indonesia requires it. Such decision shall
include the followings:
(a) alter its Articles or other constituent documents (except to the extent necessary to ensure
consistency with this Agreement in accordance with the percentage required by the
prevailing laws of Indonesia with except as provided in this Agreement);
(b) register any transfer of Shares unless the provisions of this agreement and the Articles
have beer complied with.
(c) create, issue or allot any shares or any option of other interest in Sh a re s (whether
conditional, contingent or otherwise) or debentures or other securities.
(d) acquire any business, assets or shares of any person (other that in the ordinary course of
conducting the Business) or amalgamate or merge with any other company or business;
(e) voluntarily liquidate or wind up its affairs or place them under official management oi any
form of statutory management, administration or receivership;
(f) lend moneys or provide* any form or credit or financial accommodation or security for the
benefit of any person otherwise than in the normal course of business;
(g) enter into any contact outside its ordinary course of business or otherwise than on
commercial arms length terms;
(h) change its name or its identifying marks or gel-up;
(i) change Its business objectives funding policies, accounting policies, auditors or vary the
then current Business Plan or Budgeted Annual Accounts;

(i ) enter Into transaction with a value in excess of amounts specified by the Board from time
to time, including without limitation, disposals or leases of material part of the Business,
expenditure on capita! account or the realisation of capital assets, disposals of interests
in Operating Entities or investing In any new asset.
(k) give any guarantee or Indemnity to secure the liabilities or obligations of any person
(other than the company in the ordinary course of business);
(I) declaration and payment of dividends whether interim or final;
(m) future activities involving investment, acquisition and/or merger;
(n) appointment and removal of Directors
(o) appointment, re-assignment and/or termination of the service of senior management
personnel.
(p) variation and/or increase of the authorized share capital;
(q) deadlock situation and no decision can be made in the Board of Directors meeting
(j) enter into transaction with a value in excess of amounts specified by the Board from time to
time, including without limitation, disposals or leases of a material part of the Business,
expenditure on capital account or the realization of capital assets, disposals of interests in
operating entities or investing in any new asset
(k) give any guarantee or indemnity to secure the liabilities or obligations of any person (other
than the company in the ordinary course of business)
(l) declaration and payment of dividends whether interim or final
(m) future activities involving investment, acquisition and/or merger;
(n) appointment and removal of Directors
(o) appointment, re-assignment and/or termination of the services of senior management
personnel;
(p) variation and/or increase of the authorized share capital
(q) deadlock situation and n o decision can be made in the Board of Directors meeting.

15. GENERAL MEETING

15.1 ABB SI shall hold its annual general meeting of shareholders in accordance with its
Articles of Associations and the applicable laws. All other general meetings other than the
annual general meeting shall be called extraordinary general meetings. An extraordinary
general meeting of shareholders shall be held from time to time in accordance with this
Agreement and as and when the Board of Directors or Board of Commissioners deems
necessary
15.2 subject to the provisions of the applicable laws and requirements, notice of any meeting
shall be served to the shareholders not less than fourteen (14) days for any general meetings of
Shareholders. The notice shall specify the date,place and time and business to be transacted at
the meeting

15.3 Subject to the provisions of the applicable laws and requirements, the quorum for all
general meeting of shareholders (including annual general meetings of shareholders ) shall
consist of shareholders representing more than fifty (50%) percent of the total number of the
issued shares of the ABB SI of which 1 shall be the duly authorized representative of ABB who
must be present at the beginning of and throughout the meeting, or by their proxies
15.4 subject to the provisions of applicable laws and requirements and any other provisions to
the contrary herein contained in this Agreement, where a quorum is present at general
meetings of shareholders (including annual general meetings of shareholders) a simple majority
vote of those present and voting shall suffice to pass a resolution.
15.5 subject to the provisions of the applicable laws and requirement, a resolution in writing
signed by all the shareholders entitiled to attend and vote at general meetings of shareholders
(or being corporate entitiles, by their duly authorized representatives or attorney) shall be valid
and effective as if the same resolution had been passed at a meeting of shareholders duly
concened and held, and may consist of several documents in the like form, each signed by one
or more shareholders in counterparts.
15.6 the President Director shall preside as chairman at

every general meeting of

shareholders. If the president director is not present at any general meeting of shareholders.if
the president director is not present at any general meeting of Shareholder within 15 minutes
after the time appointed for the holding of the meeting, the Directors present shall appoint a
Direcctor from amongst the nominee of ABB to acts as chairman in his place for that general
meeting of shareholders. The chairman shall NOT have a casting vote

16. REGISTERED OFFICE, AUDITORS, FINANCIAL YEAR AND ACCOUNTS

16.1 the business office of ABB SI shall be *th floor, Wisma Metropolitan II,JL Jend Sudirman
Kav. 29 -31 Jakarta 12920, ID
The shareholders shall appoint an internationally recognized firm of accountants or one (1) of
the top four international auditing firms as auditors to ABB SI
16.2 Unless otherwise determined by the shareholders, the financial year of ABB SI will end on
31 st December in each year
16.3 in addition to the annual audited financial statements required by law and the Articles of
Association of ABB SI, ABB SI shall deliver to each of the Parties
(a) Annual Budget
Prior to the beginning of each financial year of ABB SI, ABB SI will cause to be issued a pro-

forma financial statement showing anticipated operating results, including sales, sales
expenses, operating costs and profit or loss and a

pro-forma balance sheet showing

anticipated assets, liabilities, equity and dividends for each month of the forthcoming financial
year. The annual budget shall be reviewed periodically.
(b) Business Plan
Prior to the Annual General Meeting of Shareholders, ABB SI will issue an annual business
plan. Such plan shall be updated on annual basis.
16.4 The Reporting Rules applicable within ABB group shall be valid for and observed by ABB
SI
16.5 The Parties agree that calculations and financial statements for ABB SI used for
management and reporting purposes shall be made in Rupiah and in US Dollars except as
otherwise mutually agreed by the Parties. Inflationary effect shall be eliminated in ABB SIs
Rupiah external statements to the extent permitted by law. Dividends shall be declared and
paid out of real profits after having eliminated inflationary effects.
16.6 The records for ABB SI shall be open for inspection by the Parties or by rge
Commissioners and by their duly authorized representatives at all reasonable times.
16.7 The financial year of ABB SI shall begin on 1st January and end of 31st December of the
same year unless otherwise determined by the Board of Directors.
16.8 The Parties agree to determine a policy which shall be in line with ABB policies for
distribution of profits made by ABB SI.
16.9 Financial statements and accounting records for ABB SI shall be available in English
language

17. FORCE MAJEURE

17.1 No party shall be liable for any delay or default in the performance of its obligations inder
this Agreement caused by force majeure event, being circumstances beyond their reasonable
control and without the fault or negligence of such Party and in which such Party is reasonably
unable to perform in whole or a substantial part of its obligations under this Agreement. Force
majeure events include but not limited to acts of God, perils of navigation, fire, hostilities, war
(declared or undeclared), blockade, labour disturbances, strikes, riots, insurrections, civil
commotion, earthquakes, natural disasters, government restrictions or appropriations or other
causes beyond the Party reasonable control occurring in the Republic of Indonesia.

17.2 if one or more of the force majeure events specified above should occur, the Parties shall,
for the duration of such event (s) be relieved of any such obligation under this Agreement as is
affected by the said event (s) provided that :
(a) the affected Party gives the other Party prompt notice of the force majeure event with
reasonably full particulars thereof and, insofar as known to the affected Party, the probable
extent to which it will be unable to perform or be delayed in performing that obligation
(b) the affected Party will use all possible diligences to remove that force majeure event as
quickly as possible
(c) the provisions of this Agreement shall remain in force with regard to all other obligations
under this Agreement which are not affected by such force majeure event;and
(d) the Parties shall resume their full obligations under this Agreement upon the cessation of
such force majeure event.
17.3 if after a period of ninety (90J days Ihe force majeure event has not ceased. The Parties
shall meet in good faith to discuss the situation and endeavour to achieve a mutually
satisfactory resolution to the problem
17.4

The requirement that any force majeure shall be removed with all possible diligence

shall not require the settlement of strikes, lockouts or other labour disputes, or claims or
demands by any government on terms contrary to the wishes of the Party affected

18. TERMINATON AND REMEDIES

18.1 This Agreement can be prematurely terminated in me following cases

(i) For Default:
Without prejudice To any remedy any Par.y may have against another ParRy for breach or nonperformance, this Agreement may be terminated with immediate effect by giving the other
Party, a notice in writing ,if another party should violate any of the provisions or conditions of
this Agreement or fails to perform any undertaking, obligation or agreement expressed in this
Agreement and should fail to discontinue and make good such violation within three (3) months
after receipt of notice in writing specifying thp failure from the complaining Party
(ii) For liquidation;
Without prejudice to any remedy any Party may have against another Party for breach or nonperformance, this Agreement may be terminated with immediate effect by giving the other Party
a notice In writing if another Party should enter into liquidated either voluntary (except for the
purpose of re-arrangement previously approved by the other Party in writing) or compulsorily or

become insolvent or make composition with its creditors or in a distress or execution be levied
on the goods and effects of another Party or if a receiver (or equivalent authority) of the
undertaking of another Parly appointed
(iii) For Change of Control
This Agreement may be terminated wilh immediate effect by notice in writing by one Party to
the other Party if controi cf the other Party changes. "0ther Party" for the purpose of this subclause 18.1(iii) includes PTAB. a shareholder of ABB SI For the purposes of this Clause 18 a
"change of control* means, wilh respect to PTAB
A change in control of a Party shall occur if. for whatever reason, the person who at the date of
this Agreement have the power (directly or indirect!/) to exercise or influence the casting of
more than 50% of the votes at a General Meeting of Shareholders of that Other Party or to
appoint a majority of its Board of Directors cease to have that power Save and except that
persons' for the purposes of this sub-clause 13.2(ii) include any legally recognized famiy and all
legal descendants of Murdaya Widyawimarta to whom any PTAB shares may subsequently be
transferred or acquired through inheritance. Such a transfer will not of itself constitute change of
control
(iv)

For Change of Ownership

This Agreement may be terminated with immediate effect by ABB only without observing a
period of notice, should any change of the ownership of PTAB or any subsequent change occur
by transfer of ownership rights or transfer of shares between owners or shareholders or to third
parties. independent if by sale, by way of inheritance or by whatever other transaction except
as provided for in this Agreement and in respective Articles of Association of ABB SI
(v)

For Mandatory Sale of shares by ABB

This Agreement may be terminated with immediate effect by ABB only, without observing a
period of notice should ABB by mandatory law and /or by order of a competent court be obliged
to reduce its shareholding in ABE SI below 51% and/or should ABB by mandatory law and/or by
order of a competent court be obliged to sell its shares at e price below the minimum share
value as defined in Clause 8 2

19. CONSEQUENCES OF TERMINATION

19.1 On ordinary termination or premature termination as per Clause 18. ABB SI shall be
dissolved in accordance with the respective Articles of Association and the applicable
provisions of Indonesian laws and regulations. The Parties undertake to perform or cause to
perform all necessary actions in particular as shareholder, board member or towards the
Indonesian Authorities as required for the procedure of dissolution
19.2

If this Agreement is terminated by ABB pursuant to Clause 18. then:

(a)

If ABB so requests, within 30 days of issuing its notice of termination. PTAB shall offer

all of its shares in ABB SI (and all of its rights under this Agreement) to A8B or its appointed
party(ies).
(b)

The Purchase Price for those shares shall be the amount calculated In accordarce

with Clause 8.2 in the case of ordinary termination and 90% of the amount in case of premature
termination
(c)
(d)
(e)

That offer shall be open for acceptance for a period of sixty (60) days.
That offer may be accepted by notice in writing; and
Completion of the sale shall be in cash within sixty (60) days of acceptance of the

offer.
19.3

The right to transfer of shares does not apply if this Agreement is terminated for default

or change of control of ABB

19.4

In the event of termination of this Agreement for any reason ABB and PTAB agrees to

hold in strict ccnfidence whatever trade business secrets it may have acquired during the
subsistence of this Agreement

20. WAIVER
21. 1 In relation to any terminator, under this Agreement, the Parties agree to expressly waive
the provisions of Articles 1266 and 1267 of the Indonesian Civil Code to the extent that
the Pylies agree not to seek ony approval from the Courts nor require fhe other Party to
seok any approval from the Courts in order to effectuate the termination of this Agreement

21 LIMITATION OF LIABILITY
21.1 The total liability of ASH and PTAB with respect to ABB Sis obligation shall be limited to
the amount paid towards the value of such parts of the capital held by them.

22. SUPPLEMENTARY AGREEMENTS

22.1 ABB Si shall conclude a name license agreement, in a form and substance provided by
ABB. for the use of the name ABB in the corporate and trade names of ABB Si in accordance
with the applicable rules valid for ABB companies
22.2

ABB SI shall conclude a trademark license agreement, in a form and substance

provided by ABB. for the use of ABB Group Trademarks (ABB logotype and ABB Wordmark) for
their business in accordance wi|h the applicable rules valid for ABB companies

22.3 ABB Si shail conclude a technology know-how license agreement as appropriate, in a

form and substance provided by ABB, for the use of the proprietary technology of ABB
22.4

ABB SI shall also conclude any other agreement from time to time. which the Board

of Directors of ABB SI may deem necessary to operate for ABB Companies

23. COMPETITION

23.1

PTAB shall not. and shall causc its employee, agent, representatives and affiliates not

to. during the term of this Agreement

(a)

directly or indirectly engage, undertake or carry on or in any way be involved in any

businesses or arrangement or transaction that would be in competition wilh the Businesses of

the ABB SI in the Republic of Indonesia; and
(b)

either on its own account or in conjunction with or on behalf of any other person,

firm or company employ, solicit, entice away or attempt to employ, solicit or entice away from
A88 Si any of the ABB Si's employees:
(c)

either on its own account or in conjunction with or on behalf ol any other person firm

or company interfere with or seek to interfere with the contractual, trade relations or other
relationships between the ABB SI and any of its suppliers customers. Advisors or its relations
wjth relevant authorities or gain any advantage (which would not have arisen but for its
association (current or past) with the ABB SI in dealing with such person

24. MUTUAL REPRESENTATIONS AND WARRANTIES

Each Party severally represents, warrants and undertakes to each other that :
24.1

it is a duly organised legal entity and validly existing under the laws of the country that

it was incorporated under;

24.2

it has full power and authority to enter in to this Agreement, has all requisite powers to

bind itself in the manner contemplated by this Agreement, and has taken all necessary action to
authorise the execulion. delivery performance and completion of this Agreement in accordance
with Its terms;
24.3

as at the date hereof, this Agreement is validly executed and delivered by such Party

and constitutes valid, binding and enforceable obligations of such Party in accordance with its
terms;
24.4
(a)

the execution, delivery and performance of this Agreement will not:

violate any provision of any law or regulation or any order or decree of any

governmental agency applicable to that Party;

(b)

conflict with or result In breach of any of the terms, conditions or previsions of. or

constitute a default or require any consent under, any indenture, mortgage, agreement, or other
instrument to which that Party is a party or by which rt is bound;
(c)

violate any of the terms or provisions of its Articles of Association or any of its

constituent documents; or
(d )

violate any judgment, decree or order of any court, cr any statute, rule or regulation

applicable to it.
24.5

it shall exercise its voting rights in the ABB SI to procure and ensure that the actions

and activities of the ABB Si in all respects are consistent with the terms and conditions of this
Agreement;
24.6

it shall execute or procure to be executed all such documents and do or procure to be

done all such acts and things as may be necessary to give full effect to all provisions of this
Agreement;
24.7

no litigation or arbitralion or administrative proceedings or claim which might by itself or

together with any other such proceedings or claims either have a material adverse effect on its
business which may affect its ability to observe or perform Its obligations hereunder; and
24.8

no litigation or arbitration or administrative proceedings or claim is threatened againsl

fit or any of its assets, properties and business which might by itself or together with any other
such proceedings or claims either have a material adverse effect on its business which may
affect its ability to observe or perform its obligations hereunder.
24.9
(a)

Each Party further undertakes that it will at all times

use all means reasonably available to it so as to ensure that any director and/or

commissioner nominated by it would implement the provisions of this Agreement relating to the
ABB SI;
(b)

co-operate in good faith and take all such actions as may be reasonably required to

give full effect to the provisions and intent of this Agreement; and
(c)

use its best endeavours to develop the ABB Si. the ABB Sts operations and

capabilities

25. ASSIGNMENT

25.1

ABB may transfer its shares at any time to another company in the ABB Group of

Companies without any approval being required from PTAB and PTAB shall at any time

execute any document and/or modification thereof, and shall have the necessary document
registered and approved by the competent authority in Indonesia as required for such transfer
of shares Such transfer of shares shall only be permitted and validly made provided that the
such other company to which the shares held by ABB shall be transferred has effectively
become a party to this Agreement and declared in writing to be bound by ih s Agreement's
terms and conditions
25.2

PTAB may transfer all its shares at any lime to another company in the PTAB Group of

Companies that is wholly owned by PTAB or any company domiciled in Indonesia which is
wholly owned by Murdaya Widyawimarta without any approval being required from ABB and
ABB shall at any time execute any document and/or modification thereof, and shell have the
necessary document registered and approved by the competent authority in Indonesia as
required or such transfer of shares.Such transfer of shares shall only be permitted and validly
made provided that the such other company to which the shares held by ABB shall be
transferred has effectively become a party to this Agreement and declared in writin bound by
(his Agreement's terms and conditions

26. CONFIDENTIALITY

26.1 No Parties (including its respective officers, advisers, employees, agents, and servants)
shall divulge to any Person (other than those whose province is to know it or with proper
authority) or use for any purpose any of the trade seccrets or Confidential Information or any
financial or trading information relating to the other shareholders or ABB Si which it acquires as
a result of entering into this Agreement This restriction shall continue to apply for ten (10) years
after the expiration or termination of this Agreement but shall cease to apply to secrets or
information which comes into public domain through no fault of the Parties concerned. This
restriction shall not apply to;
(a)

the disclosure of information in accordance with each Party's obligation to report to its

own shareholders; and

(b)

any information in the public domain other than breach of this Agreement or

information which is already known to the recipient or which lawfully cones into possession of
any Parties through a source other than the other Party or their affiliated companies

27. DEVELOPING LOCAL COMPETENCY AND TRAINING

27.1 ABB will endeavor to provide training, transfer know-how and develop local Competency
so that ABB SI will be able to participate in and execute complex projects in Indonesia in the

future as soon as reasonably possible

28.DIRECT BUSINESS
28.1

Notwithstanding any terms and conditions to The contrary, the Parties agree that a

compensation shall be payable lo ABB SI for any direct business (local front company fee)
Initiated and pursued by any companies within ABB Group of Companies, in Indonesia in
accordance with ABB Group directives and instructions.

29. GENERAL UNDERTAKING OF PARTIES

29.1 The Parties agree and undertake that they, in all their dealings as they directly and/or
indirectly relate lo the business operations of ABB Si during the terms of this Agreement, shall
comply with all applicable laws and regulations as they directly and/or indirectly affect ABB Si's
business operations. In particular, but not limiting the generality of the foregoing, the Parties
agree that they shall follow and comply with the ABB policies pertaining to compliance and
business ethics

30. AGREEMENT TO BIND SUCCESSORS

30.1 This Agreement shall be binding on the respective heirs, respectlve successors in title
and permitted assigns and permitted oppoinled party by the Parties

31 PREVALENCE OF AGREEMENT
31.1 In the event of any conflict between Ihe provisions of this Agreement and the Articles of
Associations and the Memorandum of Understanding in Appendix A, the terms of this
Agreement shall prevail and in that event the Parties will procure such modification to the
Articles as is necessary to eliminate that inconsistency

32. GOVERNING LAW

32.1 This Agreement shall be governed by and interpreted in accordance with the laws of
Indonesia

33. LANGUAGE
This Agreement shall be executed by the Parties in the English-language and shall prevail over
any translated version of this Agreement that may have been executed or may be executed by
the Parties in other language (s). In the event of discrepancies between the English version and
the other version(s). this English version of the Agreement shall prevail.

34 ARBITRATION
34.1 in case of any dispute between the Parties as to the interpretation or performance of the
terms of this Agreement, or any provision thereof. or any of the other agreement provided for
herein, such dispute shall be finally settled by way of Arbitration in accordance with ICC
Arbitration Rules and Regulations by three (3) arbitrators appointed In accordance with the said
rules Judgment upon the award rendered may be entered in any court having jurisdiction or
application may be made to such court for a judicial acceptance of the award and an order for
enforcement as the case may be
34.2 The arbitration shall be held in Singapore and the language of the Arbitration shall be in
English.
34.3 The decision or ihe arbitration snail be fi^ai Bra binding on the Parting

35 SEVERABILITY
35.1 If any provision of Ihis Agreement Is found by on arbitrator, a court or any competent
authority to be void or unenforceable, it shall be deemed to be deleted from this Agreement and
the remaining provisions shall continue to apply. The Parties shall negotiate in good faith in
order to agree the terms of a mutually satisfactory provision which shall substitute for Ihe
provision ound lo be void or unenforceable

36. COSTS AND EXPENSES

36.1 ABB SI shall bear the legal costs and expense including any disbursement of preparing
this Agreement and other documents or agreements referred to this Agreement.

37. MISCELLANEOUS
37.1

A party may exercise a right power or remedy at tls discretion and separately or

concurrently with another right, power or remedy.A single or partial exercise of a right power or
remedy by a party does not prevent a further exercise of that or of any other right, power or
remedy.Failure by a partly to exercise or delay in exercising a right, power or remedy does no!
prevent its exercise.
37.2 A provision of or a right created under this Agreement may not be
(a) waived except in writing signed by the Parties granting Ihe waiver; or
(b) varied except in writing signed by the Parties.prevent a further exercise of that or of
any other

right. power or remedy Failure by a party to exercise or delay in exercising a

right, power or remedy does not prevent its exercise

37.3 A party may give conditionally or unconditionally or withhold its approval or consent in its
absolute discretion unless this agreement expressly provides otherwise.
37.4 The rights, powers and remedies provided in this Agreement are cumulative with and not
exclusive of the rights, powers or remedies provided by law independently of this Agreement.
37.5

Each party agrees, at its own expense, on the request of another party, to do

everything reasonably necessary to give effect to this Agreement and the transactions
contemplated by it. including, but not limited to. the execution of this documents
37.6

A party may not make press or other announcements or releases relating to this

Agreement and the transaciions the subject of this Agreement without the approval of the olher
party to the form and manner of the announcement or release unless that announcement or
release is required by law or by a stock exchange.

38. COUNTERPARTS
38.1 This Agreement may be slgned by any number of counterparts and all such counterparts
taken together are to be deemed to constitute one and the sme instrument.

39.NOTICES
39.1 Any notice or other communications To a Party to this Agreement required or permitted
hereunder shall be made in writing and shall be sent by Courier or DHL, return receipt
requested and facsimile adressed to the address of suchParty set forth below or to such other
address as such Party shall have communicated to the other
Notices Or communication to ABB shall be sent to :
The address and facsimile number of each party is
Address ABB MEA PARTICIPATIONS LTD
Attention : Legal Department
Affoltemstrasse 44
P0 Box 8131
CH-8050. Zunch
Notices or communication to PTAB Shall be sent to :
Address :

PT ABDIBANGUN BUANA

Jalan Cikini Ray a no. 78 Jakarta Pusai. Indonesia

Attention

Mr Murdaya Widyawimarta

40. ENTIRE AGREEMENT

This Agreement constitutes the entire Agreement of Ihe Parties about its subject matter. Upon
completion of the matters contemplated by articles 1.2 and 4 of this Agreement, this Agreement
shall

supersede

all

previous

agreements,negotiations,

commitments.

understandings,

communications and also all the previous agreements documents, correspondences including
but not limited to those listed below which shalI cease and be considered null and void
a.

ABB International Marketing Ltd (previously known as Asea Brown Boveri (South

East Asia) Ltd) and PT AbdiBangun Buana dated 1st January 1989
b.

PT ABB Transmission and Dislribution and PT Abdibangun 8uana dated 1 August

2006
c.

Asea AB and Mr Murdaya Widyawimarta dated 17th April 1 1986

d.

ABB Electro Systems and Services Ltd and Abdibangun Buana date 8 th September

1995
e.

Lefter dated 28th ' October 1995. agreements, correspondences, understandings with

Goran lindah
f. Letters, agreements, correspondences, understandings with Percy Barnevik

IN WITNESS WHEREOF, the Parties have affixed their signatures this day of June 2010
SIGNED by
Michel Demare
For and behalf of
ABB MEA PARTICIPATIONS LTD
In the presence of
.
Signature of witness
SIM BOON KIAT
SIGNED by
MURDAYA WIDYAWIRMATA
For and on behalf pf PT ABDIBANGUN BUANA
In the presence of

..
Signature of witness
KARUNA MURDAYa