Under Indonesian law the declaration of dividends is made by a resolution of the shareholders at the annual or general meeting of shareholders upon the recommendation of the Board of Directors. TBS may declare dividends in any year if it has positive retained earnings. Prior to end of financial year, an interim dividend may be distributed so long as it is permitted under TBS’s Articles of Association and provided that the interim dividend does not result in its net assets becoming less than the total issued and paid up capital and taking into account allowances for compulsory reserves as required in the Company Law (“Compulsory Reserves”). Such distribution is determined by the TBS’s Board of Directors after first being approved by its Board of Commissioners.
TBS intends to pay dividends at a rate of at least 30% of its total comprehensive income attributable to equity holders of TBS starting from 2012, after taking into account allowances for Compulsory Reserves. The rate of dividends will be subject to TBS’s cash flow, investment plans, liquidity condition, future business prospects and other factors considered relevant by its Board of Directors and regulatory restrictions and other requirements. In addition, TBS’s ability to declare dividends will depend on the terms of its loan covenants.
To the extent a decision is made to declare dividends, dividends will be paid in Rupiah. Holders of the Shares on the applicable record dates will be entitled to the full amount of dividends approved, subject to any Indonesian withholding tax imposed. Dividends received by a non-Indonesian holder of Shares will be subject to a maximum of 20% Indonesian withholding tax.
TBS’s dividend policy is a statement of present intention and not legally binding as it is subject to modification at the Board of Director’s discretion.