The structure and framework of the corporate governance is implemented through several functions or structures that cover the General Meeting of Shareholders, Board of Commissioners and Board of Directors and committees that have been set up. Each element has its own particular role and accountability to assist in the implementation of effective corporate governance. All elements undertake their own function in accordance with prevailing prerequisites based upon the principle that each member carries out his tasks professionally and responsibly to ensure the interests of the Company.

General Meeting of Shareholders (GMS)

In accordance with the Articles of Association of the Company, the General Meeting of Shareholders (GMS) is an organ of the Company that facilitates shareholders in making important decisions on their investment in the Company. A decision that is taken at the GMS must be in the long term interests of the Company.

In 2008 Garuda Indonesia held a General Meeting of Shareholders and a decision of shareholders outside the EGM as follows:

I. The General Meeting of Shareholders on the Approval of the Annual Report and Validation of the Annual Calculation of the 2007 Fiscal Year on 27 June 2008

The Decision of the Annual General Meeting of Shareholders of 27 June 2008 approves the Consolidated Annual Report and validates the calculation of the 2007 fiscal year of PT Garuda Indonesia (Persero) (and its Subsidiaries) that have been audited by KAP Aryanto, Amir Jusuf & Mawar for the 2007 fiscal year with an unqualified opinion on all aspects. The financial position of PT Garuda Indonesia (Persero) and its subsidiaries as of 31 December 2007, result of operations and cash flow for the year ending on those dates have been in accordance with an accountancy principle that generally applies in Indonesia.

1. Approving the Partnership Program and Environmental Improvement Report for the 2007 fiscal year of PT Garuda Indonesia (Persero) that has been audited by KAP Aryanto, Amir Jusuf & Mawar for the 2007 fiscal year in accordance with Minutes of the Meeting No. RIS 19/SM2.MBUMER-PKBL/A/2008/ of 14 April 2008 on the Annual Report Discussion and the Auditor’s Audit Report on the implementation of the Partnership Program and Environment Improvement Report (PKBL) of the 2007 fiscal year of PT Garuda Indonesia (Persero).

2. Granting the full release and discharge (acquit et decharge) to the Board of Directors and the Board of Commissioners of PT Garuda Indonesia (Persero) of their respective management and supervisory of duties conducted within the fiscal year 2007, to the extent that their actions are reflected in the audit report of KAP Aryanto, Amir Jusuf & Mawar. However, it should be noted that the validation and release of accountability does not release the Board of Directors / Board of Commissioners of legal liability if the report is proven to violate an applicable stipulation and/ or legal procedure or it is proven in the future that there was an action that deviated from legal procedure and/or inflicted losses to the Company.

3. The allocation of the Net Income of the Company for the 2008 fiscal year.
The Net Income of the Company, amounting to Rp 258,060,625,733 will be utilized as follows:

4. Delegating an authority to the Board of Commissioners to appoint the Public Accountant Firm as an independent auditor to audit the financial report of PT Garuda Indonesia (Persero) for the 2008 fiscal year.

5. Based on the performance of the 2007 fiscal year, the General Meeting of Shareholders provides an incentive of five fold multiplication of salary including what was decided in the 2008 General Meeting of Shareholders to the Board of Directors and the Board of Commissioners with a condition that taxes and incentives are borne by beneficiaries or recipients.

II. Extraordinary General Meeting (EGM) of Shareholders dated 27 June 2008 Resolutions of the Extraordinary General Meeting of Shareholders on 27 June 2008

1. Approving and validating Convention Agreements on Convertible Bonds which were respectively signed by the Company and PT Angkasa Pura II on 27 June 2008 so that they will be an integrated part of the Statement Act of the Meeting Decision on the Amendment of the Articles of Association No. 63 dated 15 March 2007, which was made before Aulia Taufani, SH, notary public and substitute for Sutjipto SH. The amendment report of its Articles of Association has been received and recorded in the Legal Body Administrative System of the Department of Law and Human Rights of the Republic of Indonesia in accordance with the letter No. W7- HT.01.04-4928 dated 13 April 2007

2. Approving an agreement between the Company and the PT AP (Angkasa Pura) I and PT AP (Angkasa Pura) II on providing compensation on the settlement of the Convertible Bonds from 2 November 2006 to 13 April 2007, whose amount is determined based on an agreement between the Company and PT AP (Angkasa Pura) I amounting to Rp 4,050,484,800 (four billion fifty million four hundred and eighty four thousand and eight hundred rupiah) before tax and PT AP (Angkasa Pura) II amounting to Rp 6,579,234,200 (six billion five hundred and seventy nine million two hundred and thirty four thousand and two hundred rupiah) before tax, which will be respectively stated in a separate agreement.

3. Approving and validating :

• Minutes of the General Meeting of Shareholders on the Dismissal and Appointment of members of the commissioners of the company based on the Decree of the State Minister of BUMN (State Owned Companies) No. KEP-78/MBU/2007 dated 4 June 2007.

• Minutes of the General Meeting of Shareholders on the Annual Report Approval and Annual Calculation Validation of the 2008 fiscal year No. RIS-01/MBU/2007 dated 31 October 2007.

• Minutes of the General Meeting of Shareholders of the Company on the Dismissal and Appointment of members of the Board of Directors of the Company No. RIS-02/MBU/2007 dated 31 October 2007.

• Minutes of the General Meeting of Shareholders of the Company on the validation of the Work Plan and the Company Budget of 2008 No. RIS-13/D3-MBU/2008 dated 28 December 2007.

• Corporate Actions, documents that have been approved by the State Minister of the BUMN (State Owned Companies) of the Republic of Indonesia (as one of the shareholders of the Company) after the validity date of the conversion which are as follows:

4. Granting power of attorney to the Board of Directors with a substitution right to state the decision of the Extraordinary General Meeting of Shareholders in a separate notarial deed before an authorized and separate notary public, including reporting it to the authorities. For that purpose, the Board of Directors of the Company has authority to appear before a notary public, make and sign the required request letters, acts and other documents, and to exercise every action necessary to attain implementation of all decisions of shareholders of the Company taken outside the GMS in accordance with the applicable law in the State of the Republic of Indonesia.

5. The Board of Directors of the Company is obliged to report the result of the implementation of this decree to the State Minister of the State Owned Companies, PT AP (Angkasa Pura) I and PT AP (Angkasa Pura) II at the General Meeting of Shareholders of the Company.

III. Non-GMS Resolutions of PT Perusahaan Penerbangan Garuda Indonesia on an increase of the authorized capital, addition of a paid up capital and an amendment of the Articles of Association No. KEP-41/S.MBU/2008, No. KEP-07/ D3.MBU/2008 No. KEP.73.1/KU.00/2008, No. KEP.05.06/00/07/2008/449 on 21 July 2008.

Non-GMS Resolutions dated 21 July 2008

1. Approving an amendment to the purpose, objective and business activities of the Company.

2. Approving an increase of an authorized capital of the Company from Rp 11,540,076,000,000.00 (eleven trillion five hundred and forty billion seventy six million rupiah) to Rp 15,000,000,000,000 (fifteen trillion rupiah).

3. Approving the issuance/placement of shares in portfolio amounting to 1,000,000 (one million) shares, each with a nominal value of Rp 1,000,000,000,000 (one trillion rupiah), which is entirely taken by the State of the Republic of Indonesia.

4. To meet the issuance/placement of shares, as stated in point 3 above, approving an addition to the paid up capital of the Company amounting to Rp 1,000,000,000,000 (one trillion rupiah) that will be derived from :

a. The amount of Rp 500,000,000,000.00 (five hundred billion rupiah), as a deposit from the State of the Republic of Indonesia in accordance with the Government Regulation of the Republic of Indonesia No. 46 of 2006 dated 28 December 2006 on the Addition of Capital Investment of the State of the Republic of Indonesia in the Share Capital of the Company.

b. The amount of Rp 500,000,000,000.00 (five hundred billion rupiah), as a deposit from the State of the Republic of Indonesia in accordance with the Regulation of the Government of the Republic of Indonesia No. 69 of 2007 dated 10 December 2007 on the Addition of Capital Investment of the Republic of Indonesia in the Share Capital of the Company.

5. With an addition of the paid up capital, the issued or paid up capital of the Company, which was initially Rp 7,152,629,000,000.00 (seven trillion one hundred and fifty two billion six hundred and twenty nine million rupiah), will now be Rp 8,152,629,000,000.00 (eight trillion one hundred and fifty two billion six hundred and twenty nine million rupiah).

6. Approving an amendment of the Articles of Association of the company to be adjusted within Law No. 19 of 2003, Law No. 40 of 2007, Government Regulation No. 45 of 2005 and the increasing need of Company’s management.

IV. GMS of Corporate Activity Plan & Budget of dated 5 January 2009

Resolutions of the General Meeting of Shareholders on the Work Plan & Company Budget of 5 January 2009

1. Consenting and approving operational and financial targets that have been submitted and validating the Work Plan and Budget of the Garuda Indonesia Group in 2009, with an assumed exchange rate of 1 USD = IDR 9,400.

2. Ceasing the collection of bad debts and having received an approval from the Board of Commissioners to write off an account receivable of Euro 49,523 equal to Rp 668,322,294 which is the discrepancy between the total account receivable and the amount of payment that will be paid by Bell Tour.

3. Sale of seven (7) B737-400 Aircraft, either through an ordinary sale or sale and lease back in accordance with the applicable law.

4. Sale of non productive assets in accordance with the applicable law.

5. Hand over of two (2) B737-300 aircraft to Citilink.

6. Salary and facilities of the Board of Directors and Board of Commissioners.