Amendment to Financial Services Authority Regulation Number 32/POJK.04/2015 on Capital Increase of Public Companies by Granting Preemptive Rights

COPY
FINANCIAL SERVICES AUTHORITY REGULATION
OF THE REPUBLIC OF INDONESIA
NUMBER 14 /POJK.04/2019
CONCERNING
AMENDMENT TO THE FINANCIAL SERVICES AUTHORITY REGULATION NUMBER 32/POJK.04/2015 CONCERNING CAPITAL INCREASE OF PUBLIC COMPANIES BY GRANTING PREEMPTIVE RIGHTS BY THE GRACE OF GOD THE ALMIGHTY THE COMMISSIONERS OF THE FINANCIAL SERVICES AUTHORITY, Considering: a. that in order to enhance protection for minority shareholders, particularly regarding capital increases conducted by Public Companies by granting Preemptive Rights, it is necessary to regulate specific provisions concerning the organization of the General Meeting of Shareholders; b. that based on the considerations as stated in letter a, it is necessary to establish a Financial Services Authority Regulation concerning the Amendment to the Financial Services Authority Regulation Number 32/POJK.04/2015 concerning Capital Increase of Public Companies by Granting Preemptive Rights; Recalling: 1. Law Number 8 of 1995 concerning the Capital Market (State Gazette of the Republic of Indonesia Year 1995 FINANCIAL SERVICES AUTHORITY REPUBLIC OF INDONESIA

Number 64, Supplement to the State Gazette of the Republic of Indonesia Number 3608);
2. Law Number 21 of 2011 concerning the Financial Services Authority (State Gazette of the Republic of Indonesia Year 2011 Number 111, Supplement to the State Gazette of the Republic of Indonesia Number 5253);
3. Financial Services Authority Regulation Number
32/POJK.04/2014 concerning Capital Increase of Public Companies by Granting Preemptive Rights (State Gazette of the Republic of Indonesia Year 2015 Number 307, Supplement to the State Gazette of the Republic of Indonesia Number 5781); DECIDING:
Establishing: FINANCIAL SERVICES AUTHORITY REGULATION CONCERNING AMENDMENT TO THE FINANCIAL SERVICES AUTHORITY REGULATION NUMBER 32/POJK.04/2015 CONCERNING CAPITAL INCREASE OF PUBLIC COMPANIES BY GRANTING PREEMPTIVE RIGHTS.
Article I
Several provisions in the Financial Services Authority Regulation Number 32/POJK.04/2015 concerning Capital Increase of Public Companies by Granting Preemptive Rights (State Gazette of the Republic of Indonesia Year 2015 Number 307, Supplement to the State Gazette of the Republic of Indonesia Number 5781) are amended as follows:

1. The provisions of Article 1 are added with 4 (four) items, namely
   item 6, item 7, item 8, and item 9 so that Article 1 reads as follows:
   Article 1
   In this Financial Services Authority Regulation, the following terms are meant:
2. Preemptive Rights, hereinafter abbreviated as HMETD, are rights attached to shares that provide the opportunity for the respective shareholder to purchase shares and/or other equity-like securities, whether convertible into shares or granting the right to purchase shares, before they are offered to third parties.
3. Public Company means an issuer that has conducted a Public Offering of equity-like securities or a public company.
4. Standby Buyer means a party that will purchase either part or all of the remaining shares and/or other equity-like securities not taken by HMETD holders.
5. Warrants are securities issued by a company that grant the holder the right to order shares from that company at a specific price after 6 (six) months from the issuance of said securities.
6. General Meeting of Shareholders, hereinafter abbreviated as GMS, is the organ of the Public Company that has authority not granted to the Board of Directors or Board of Commissioners as referred to in the Law concerning Limited Liability Companies and/or the Articles of Association of the Public Company.
7. Implementation of Capital Increase is the date of capital deposit or the date of implementation of debt conversion in the context of capital increase that is exempted from the obligation to provide HMETD.
8. Controlled Company is a company controlled directly or indirectly by the Company.
9. Public Company Share Ownership Program, hereinafter referred to as Share Ownership Program, is an offering program to employees, members of the Board of Directors, and/or members of the Board of Commissioners of the Public Company and/or Controlled Company that meet the requirements to own shares of the Public Company.
10. Controller of the Public Company, hereinafter referred to as Controller, is a Party that directly or indirectly:
    a. owns more than 50% (fifty percent) of all shares with voting rights that have been fully paid up; or b. has the ability to determine, directly or indirectly, in any manner, the management and/or policy of the Public Company.
11. The provisions of Article 3 are amended, so that they read as follows:
    Article 3
    The obligation to provide HMETD in the issuance of shares and/or other equity-like securities as referred to in Article 2 does not apply if the Public Company conducts a capital increase through the issuance of shares and/or other equity-like securities in the context of:
    a. financial position improvement; b. other than financial position improvement;
    c. issuance of Bonus Shares that:

1. are Stock Dividends as a result of Retained Earnings capitalized into capital; and/or
2. are not Stock Dividends as a result of share premium or other equity elements capitalized into capital.

3. Between Article 8 and Article 9, 3 (three) Articles are inserted, namely Article 8A, Article 8B, and Article 8C so that they read as follows:
   Article 8A
   (1) In conducting a capital increase as referred to in Article 3, the Public Company must first obtain approval from the GMS.
   (2) The quorum for attendance and decision of the GMS for capital increase as referred to in Article 3 letter b is implemented with the following provisions:
   a. The GMS may be held if the GMS is attended by more than 1/2 (one half) of the total number of shares with valid voting rights owned by independent shareholders and shareholders who are not affiliated parties with the Public Company, members of the Board of Directors, members of the Board of Commissioners, major shareholders, or the Controller. b. The GMS decision as referred to in letter a is valid if approved by more than 1/2 (one half) of the total number of shares with valid voting rights owned by independent shareholders and shareholders who are not affiliated parties with the Public Company, members of the Board of Directors, members of the Board of Commissioners, major shareholders, or the Controller.
   c. In the event that the quorum as referred to in letter a is not met, the second GMS may be held if the GMS is attended by more than 1/2 (one half) of the total number of shares with valid voting rights owned by independent shareholders and shareholders who are not affiliated parties with the Public Company, members of the Board of Directors, members of the Board of Commissioners, major shareholders, or the Controller.
   d. The second GMS decision is valid if approved by more than 1/2 (one half) of the total number of shares with valid voting rights owned by independent shareholders and shareholders who are not affiliated parties with the Public Company, members of the Board of Directors, members of the Board of Commissioners, major shareholders, or the Controller present at the GMS. e. In the event that the attendance quorum at the second GMS as referred to in letter c is not met, the third GMS may be held with the provision that the third GMS is valid and entitled to make decisions if attended by independent shareholders and shareholders who are not affiliated parties with the Public Company, members of the Board of Directors, members of the Board of Commissioners, major shareholders, or the Controller from shares with valid voting rights, in an attendance quorum set by the Financial Services Authority upon application by the Public Company. f. The third GMS decision is valid if approved by independent shareholders and shareholders who are not affiliated parties with the Public Company, members of the Board of Directors, members of the Board of Commissioners, major shareholders, or the Controller who represent more than 50% (fifty percent) of the shares owned by independent shareholders and shareholders who are not affiliated parties with the Public Company, members of the Board of Directors, members of the Board of Commissioners, major shareholders, or the Controller present at the GMS. (3) The organization of the GMS as referred to in paragraph (1) must be conducted in accordance with the provisions regulated in the Financial Services Authority Regulation concerning the plan and organization of the general meeting of shareholders of public companies and the Articles of Association of the Public Company, unless otherwise regulated in this Financial Services Authority Regulation.
   Article 8B
   Capital increase in the context of improving financial position as referred to in Article 3 letter a may be conducted as long as it meets the following conditions:
   a. The Public Company is a bank that receives loans from the Bank Indonesia or other government institutions in an amount exceeding 100% (one hundred percent) of paid-up capital or other conditions that may result in bank restructuring by the competent government agency; b. The Public Company, other than a bank, has negative working capital and liabilities exceeding 80% (eighty percent) of the assets of the Public Company at the time of the GMS approving the capital increase; or
   c. The Public Company is unable to meet financial obligations at maturity to non-affiliated lenders as long as the non-affiliated lenders agree to accept shares or convertible bonds of the Public Company to settle the loan.
   Article 8C
   (1) Capital increase as referred to in Article 3 letter b may only be conducted at most 10% (ten percent) of the number of shares that have been placed and fully paid up or paid-up capital stated in the amendment to the Articles of Association that has been notified and received by the competent Minister at the time of the GMS announcement, with the following provisions:
   a. capital increase other than in the context of the Share Ownership Program is conducted within 2 (two) years since the GMS for the capital increase of the Public Company in question; and b. capital increase of the Public Company in the context of the Share Ownership Program is conducted within 5 (five) years since the GMS for the capital increase of the Public Company in the context of the Share Ownership Program in question. (2) The calculation of 10% (ten percent) of the number of shares that have been placed and fully paid up or paid-up capital as referred to in paragraph (1) must be based on a calculation that results in smaller dilution for shareholders, particularly minority shareholders. (3) If at the time the Public Company conducts a capital increase as referred to in paragraph (1) letter a, there is still an implementation of capital increase of the Public Company in the context of the Share Ownership Program as referred to in paragraph (1) letter b that has not completed its timeframe, the capital increase of the Public Company as referred to in paragraph (1) letter a may only be conducted at most 10% (ten percent) of the paid-up capital at the time of the GMS announcement regarding the capital increase of the Public Company in question, minus the amount of capital increase of the Public Company for the Share Ownership Program that has not been executed. (4) If at the time the Public Company conducts a capital increase in the context of the Share Ownership Program as referred to in paragraph (1) letter b, there is still an implementation of capital increase of the Public Company as referred to in paragraph (1) letter a that has not completed its timeframe, the capital increase of the Public Company in the context of the Share Ownership Program as referred to in paragraph (1) letter b may only be conducted at most 10% (ten percent) of the paid-up capital at the time of the GMS announcement regarding the capital increase of the Public Company in the context of the Share Ownership Program in question, minus the amount of capital increase of the Public Company as referred to in paragraph (1) letter a that has not been executed.
4. The provisions of Article 9 are amended, so that they read as follows:
   Article 9
   (1) Deposit for shares in forms other than money cannot be conducted in the capital increase of the Public Company as referred to in Article 3 letter a.
   (2) In the event that deposit for shares is conducted in forms other than money, the deposit in forms other than money must meet the following provisions:
   a. directly related to the plan for the use of funds; and b. using an Appraiser to determine the fair value of the forms other than money used as deposit and the fairness of the transaction of deposit for shares in forms other than money; (3) The time period between the appraisal date and the deposit date for shares in forms other than money as referred to in paragraph (2) is at most 6 (six) months.
5. Between Article 11 and Article 12, 1 (one) Article is inserted, namely Article 11A so that it reads as follows:
   Article 11A
   The share price at the Implementation of Capital Increase as referred to in Article 3 letter a and letter b for Public Companies whose shares are not listed and not traded on the Stock Exchange is at least equal to the fair market price established by the Appraiser.
6. The provisions of Article 12 are amended, so that they read as follows:
   Article 12
   If the Public Company intends to conduct a capital increase by granting HMETD whose use of funds is used to conduct a transaction with a specific value that has been established, in the capital increase in question, there must be a Standby Buyer that guarantees to purchase the remaining shares and/or other Equity-like Securities at least at the offering price of the shares and/or Equity-like Securities, which are not executed by HMETD holders.
7. The provisions of paragraph (1) of Article 15 are amended and between paragraph (1) and paragraph (2), 6 (six) paragraphs are inserted, namely paragraph (1a), paragraph (1b), paragraph (1c), paragraph (1d), paragraph (1e), and paragraph (1f) so that Article 15 reads as follows:
   Article 15
   (1) Public Companies conducting a capital increase by granting HMETD to shareholders must announce information regarding the plan for capital increase by granting HMETD to shareholders at the latest simultaneously with the GMS announcement by fulfilling the openness principle which must at least contain:
   a. the maximum amount of planned share issuance by granting HMETD including accompanying Securities; b. the estimated implementation period of the capital increase if it can be determined;
   c. an analysis regarding the impact of the capital increase on financial conditions and shareholders;
   d. a general estimate of the use of funds; and e. information regarding the deposit of shares in forms other than money including information regarding the appraisal results as referred to in Article 9 paragraph (2) letter b, if there is deposit of shares in forms other than money. (1a) Public Companies conducting a capital increase as referred to in Article 3 letter a and letter b must announce information regarding the capital increase to shareholders simultaneously with the GMS announcement by fulfilling the openness principle which must at least contain:
   a. reasons and objectives of the capital increase; b. estimated implementation period, if the implementation period has been planned;
   c. plan for the use of funds from the capital increase, if it can be determined;
   d. management analysis and discussion regarding the financial conditions of the Public Company before and after the capital increase; e. risks or impacts of the capital increase on shareholders including dilution; f. information in table form regarding the details of the share capital structure before and after the capital increase which must at least cover:
8. authorized capital, placed and fully paid-up capital along with information regarding the number of shares, nominal value, and total nominal value;
9. details of share ownership by shareholders owning 5% (five percent) or more, directors, and commissioners which include information regarding name, number of shares owned, total nominal value, and percentage of share ownership;
10. treasury shares, which include information regarding the number of shares and nominal value; and
11. proforma share capital if Securities are converted, if there is proforma shares; and
    g. information regarding prospective investors, if there are prospective investors including the existence or non-existence of Affiliation relationships with the Public Company.
    (1b) In the event that the capital increase of the Public Company as referred to in Article 3 letter a and letter b is used for the settlement of debt and/or conversion of debt of the Public Company, in addition to the information openness requirements as referred to in paragraph (1a), the Public Company must add information in the announcement in the form of:
    a. history of the debt to be settled; and b. use of funds for the debt to be settled and/or converted.
    (1c) In the event that the investor conducting the capital increase as referred to in Article 3 letter a and letter b is an affiliated party, in addition to the information openness requirements as referred to in paragraph (1a), the Public Company must add information in the announcement in the form of:
    a. the nature of the Affiliation relationship; and b. explanation, considerations, and reasons for the capital increase conducted by the investor who is an affiliated party compared to if it were conducted by a non-affiliated party. (1d) In the event that the capital increase of the Public Company as referred to in Article 3 letter a and letter b results in a change of Controller as referred to in the Financial Services Authority Regulation concerning the takeover of public companies by a new Controller who is an individual, in addition to the information openness requirements as referred to in paragraph (1a), the Public Company must add information in the announcement regarding the prospective new Controller in the form of:
    a. name; b. address;
    c. nationality;
    d. beneficial owner, if there is a beneficial owner; and e. Affiliation relationship with the Public Company, if there is an Affiliation relationship.
    (1e) In the event that the capital increase of the Public Company as referred to in Article 3 letter a and letter b results in a change of Controller as referred to in the Financial Services Authority Regulation concerning the takeover of Public Companies by a new Controller who is a Party other than an individual, in addition to the information openness requirements as referred to in paragraph (1a), the Public Company must add information in the announcement regarding the prospective new controller in the form of:
    a. Party name; b. domicile address or head office address;
    c. business field;
    d. legal form of the Party; e. composition of management and/or supervisors; f. capital structure; g. beneficial owner; and h. Affiliation relationship with the Public Company, if there is an Affiliation relationship. (1f) In the event that the capital increase as referred to in Article 3 letter a, in addition to the information openness requirements as referred to in paragraph (1a), the Public Company must add information in the announcement in the form of:
    a. information about creditors who approve and will participate in the restructuring of the Public Company's debt; b. terms and conditions of debt restructuring;
    c. share price at the time of Implementation of Capital Increase; and
    d. explanation of the accounts causing the financial position of the Public Company to be in the condition as referred to in Article 8B.
    (2) The announcement as referred to in paragraph (1), paragraph (1a), paragraph (1b), paragraph (1c), paragraph (1d), paragraph (1e), and paragraph (1f) must be conducted at least through:
    a. 1 (one) daily newspaper in Indonesian language with national circulation or the Stock Exchange website; and b. the Public Company's website.
    (3) Proof of announcement as referred to in paragraph (2) letter a must be submitted to the Financial Services Authority at the latest 2 (two) working days after the announcement.
12. Between Article 15 and Article 16, 2 (two) Articles are inserted, namely Article 15A and Article 15B so that they read as follows:
    Article 15A
    (1) Information as referred to in Article 15 along with its supporting documents must be submitted by the Public Company to the Financial Services Authority in the form of printed documents and electronic copies of the supporting documents simultaneously with the GMS announcement. (2) The information along with its supporting documents as referred to in paragraph (1) must be available to shareholders from the GMS announcement until the implementation of the GMS.
    Article 15B
    (1) Public Companies must announce to shareholders and submit to the Financial Services Authority changes and/or additional information as referred to in Article 15 paragraph (1a) to paragraph (1f) at the latest 2 (two) working days before the implementation of the GMS. (2) The announcement as referred to in paragraph (1) must be conducted at least through:
    a. 1 (one) daily newspaper in Indonesian language with national circulation or the Stock Exchange website; and b. the Public Company's website.
    (3) Proof of announcement as referred to in paragraph (2) letter a must be submitted to the Financial Services Authority at the latest 2 (two) working days after the announcement.
13. Between CHAPTER X and CHAPTER XI, 1 (one) chapter is inserted, namely CHAPTER XA so that it reads as follows:
    CHAPTER XA
    ANNOUNCEMENT AND NOTIFICATION
14. Between Article 43 and Article 44, 2 (two) Articles are inserted, namely Article 43A and Article 43B so that they read as follows:
    Article 43A
    (1) Public Companies must announce to the public and notify the Financial Services Authority regarding the Implementation of Capital Increase as referred to in Article 3 letter a and letter b at the latest 5 (five) working days before the Implementation of Capital Increase. (2) The announcement as referred to in paragraph (1) must be conducted at least through:
    a. 1 (one) daily newspaper in Indonesian language with national circulation or the Stock Exchange website; and b. the Public Company's website.
    (3) Proof of announcement as referred to in paragraph (2) letter a must be submitted to the Financial Services Authority at the latest 2 (two) working days after the announcement.
    Article 43B
    (1) Public Companies must announce to the public and notify the Financial Services Authority regarding the results of the Implementation of Capital Increase as referred to in Article 3 letter a and letter b, which include information:
    a. the party conducting the deposit; b. the number and price of shares issued;
    c. plan for the use of funds; and/or
    d. other relevant information, at the latest 2 (two) working days after the Implementation of Capital Increase.
    (2) The announcement as referred to in paragraph (1) must be conducted at least through:
    a. 1 (one) daily newspaper in Indonesian language with national circulation or the Stock Exchange website; and b. the Public Company's website.
    (3) Proof of announcement as referred to in paragraph (2) letter a must be submitted to the Financial Services Authority at the latest 2 (two) working days after the announcement.

Financial Services Authority at the latest 2 (two) working days after such information is announced.

11. Between Article 44 and Article 45, 3 (three) Articles are inserted, namely Article 44A, Article 44B, and Article 44C, which read as follows:

Article 44A
(1) In the event that the capital increase of a Public Company as referred to in Article 3 letter a meets the criteria for a Public Offering, the Public Company is not required to follow the provisions of legislation in the Capital Market sector regulating Public Offerings.

(2) The capital increase of a Public Company as referred to in Article 3 letter b, which is implemented through a Public Offering, must follow the provisions of legislation in the Capital Market sector regulating Public Offerings.

Article 44B
In the event that the capital increase of a Public Company as referred to in Article 3 letter a and letter b constitutes an Affiliated Transaction, the Public Company is exempted from following the provisions as referred to in regulations in the Capital Market sector regulating Affiliated Transactions and Conflicts of Interest in Certain Transactions.

Article 44C
In the event that the capital increase of a Public Company as referred to in Article 3 letter a and letter b constitutes a transaction containing a Conflict of Interest, the Public Company is only required to fulfill the provisions as referred to in regulations in the Capital Market sector regulating Affiliated Transactions and Conflicts of Interest in Certain Transactions.

Article II

1. Public Companies that have submitted the meeting agenda regarding the capital increase of the Public Company without granting Preemptive Rights to the Financial Services Authority before this Financial Services Authority Regulation takes effect shall still follow the provisions as regulated in Financial Services Authority Regulation Number 38/POJK.04/2014 concerning Capital Increase of Public Companies Without Granting Preemptive Rights.

2. At the time this Financial Services Authority Regulation takes effect, Financial Services Authority Regulation Number 38/POJK.04/2014 concerning Capital Increase of Public Companies Without Granting Preemptive Rights (State Gazette of the Republic of Indonesia Year 2014 Number 395, Supplement to the State Gazette of the Republic of Indonesia Number 5652) is repealed and declared invalid.

This Financial Services Authority Regulation takes effect on the date of its promulgation.

This copy is in accordance with the original
Director of Law 1
Legal Department signed
Yuliana

To ensure that everyone knows, ordering the promulgation of this Financial Services Authority Regulation by placing it in the State Gazette of the Republic of Indonesia.

Established in Jakarta on 29 April 2019

CHAIRMAN OF THE COMMISSIONERS BOARD
FINANCIAL SERVICES AUTHORITY, signed
WIMBOH SANTOSO

Promulgated in Jakarta on 30 April 2019

MINISTER OF LAW AND HUMAN RIGHTS
REPUBLIC OF INDONESIA, signed
YASONNA H. LAOLY

STATE GAZETTE OF THE REPUBLIC OF INDONESIA YEAR 2019 NUMBER 87

EXPLANATION
OF
FINANCIAL SERVICES AUTHORITY REGULATION
NUMBER 14 /POJK.04/2019
CONCERNING
AMENDMENT TO FINANCIAL SERVICES AUTHORITY REGULATION NUMBER 32/POJK.04/2015 CONCERNING CAPITAL INCREASE OF PUBLIC COMPANIES BY GRANTING PREEMPTIVE RIGHTS

I. GENERAL

That regulations regarding the capital increase of Public Companies by granting Preemptive Rights have been regulated in Financial Services Authority Regulation Number 32/POJK.04/2015 concerning Capital Increase of Public Companies by Granting Preemptive Rights, however, there are exceptions regulated by Financial Services Authority Regulation Number 38/POJK.04/2014 concerning Capital Increase of Public Companies Without Granting Preemptive Rights.

In relation to this, in order to improve protection for minority investors as a result of Public Companies' actions to increase capital, both by granting Preemptive Rights and those exempted from the obligation to grant Preemptive Rights, it is necessary to refine the regulations regarding the implementation of the General Meeting of Shareholders, especially regulations regarding the implementation of the General Meeting of Shareholders in the context of capital increases aimed at purposes other than improving financial position, including Share Ownership Programs.

II. ARTICLE BY ARTICLE

Article I

Article 1
Clearly stated.

Article 3
What is meant by "other equity-like Securities" includes, among others, Securities that can be converted into shares or that provide the right to purchase shares.

Article 8A
Paragraph (1)
Clearly stated.

Paragraph (2)
Letter a
What is meant by "affiliation" is affiliation as referred to in Law Number 8 of 1995 concerning the Capital Market.

Letter b
Clearly stated.

Letter c
Clearly stated.

Letter d
Clearly stated.

Letter e
Clearly stated.

Letter f
Clearly stated.

Paragraph (3)
Clearly stated.

Article 8B
Clearly stated.

Article 8C
Paragraph (1)
What is meant by "Minister" is the minister whose duties and responsibilities are in the field of law and human rights.

Paragraph (2)
Clearly stated.

Paragraph (3)
Clearly stated.

Paragraph (4)
Clearly stated.

Article 9
Paragraph (1)
Clearly stated.

Paragraph (2)
Letter a
What is meant by "directly related to the planned use of funds" is the payment for shares in the form of assets other than money that has the best benefit and value for the Public Company.

Example:

1. In accordance with the Public Company's business plan.
2. The Public Company will develop its business and requires the acquisition of certain shares or assets, so that what can be paid is that which is directly related to the development efforts of that Public Company.

Letter b
What is meant by "Appraiser" is the Appraiser as referred to in Law Number 8 of 1995 concerning the Capital Market.

Paragraph (3)
Clearly stated.

Article 11A
Clearly stated.

Article 12
Examples of specific values that have been set include: the Public Company needs funds in a certain amount to acquire Company X, thus requiring a capital increase in a certain amount.

What is meant by "remaining shares and/or other equity-like Securities" is the number of shares and/or other equity-like Securities that are not exercised by the holders of Preemptive Rights from the total shares and/or other equity-like Securities planned to be issued in the capital increase.

Article 15
Paragraph (1)
What is meant by "principle of openness" is a general guideline that requires Issuers, Public Companies, and other parties subject to Law Number 8 of 1995 concerning the Capital Market to inform the public in a timely manner of all material information regarding their business or securities that can influence investors' decisions regarding said Securities and/or the price of said Securities.

Letter a
Examples of Securities accompanying Preemptive Rights are warrants, so the information that must be disclosed is the maximum number of Preemptive Rights and the maximum number of warrants.

Letter b
Clearly stated.

Letter c
Capital increase in these regulations is the capital increase through the issuance of shares, both as the execution of Preemptive Rights by the holders of Preemptive Rights and as the execution of accompanying equity-like Securities into shares by their holders.

Letter d
Clearly stated.

Letter e
Clearly stated.

Paragraph (1a)
Clearly stated.

Paragraph (1b)
Clearly stated.

Paragraph (1c)
Clearly stated.

Paragraph (1d)
Clearly stated.

Paragraph (1e)
Letter a
Clearly stated.

Letter b
Clearly stated.

Letter c
Clearly stated.

Letter d
Clearly stated.

Letter e
Clearly stated.

Letter f
Clearly stated.

Letter g
In practice, the "beneficial owner" referred to is also known as beneficial owner.

Letter h
Clearly stated.

Paragraph (1f)
Clearly stated.

Paragraph (2)
Clearly stated.

Paragraph (3)
Clearly stated.

Article 15A
Paragraph (1)
What is meant by "supporting documents" includes, among others, evidence supporting negative working capital conditions or conditions of being unable to meet financial obligations at maturity.

Paragraph (2)
Clearly stated.

Article 15B
Clearly stated.

Article 43A
Clearly stated.

Article 43B
Clearly stated.

Article 44A
At the time this Financial Services Authority Regulation takes effect, the provisions of legislation in the Capital Market sector regulating Public Offerings include:

1. Regulation Number IX.A.1, appendix of the Decision of the Chairman of the Capital Market Supervisory Board and Financial Institutions Number Kep-690/BL/2011 dated 30 December 2011 concerning General Provisions for Submission of Registration Statements;
2. Regulation Number IX.A.2, appendix of the Decision of the Chairman of the Capital Market Supervisory Board and Financial Institutions Number Kep-122/BL/2009 dated 29 May 2009 concerning Procedures for Registration in the Context of Public Offerings;
3. Financial Services Authority Regulation Number 7/POJK.04/2017 concerning Registration Statement Documents in the Context of Public Offerings of Equity-like Securities, Debt-like Securities, and/or Sukuk (State Gazette of the Republic of Indonesia Year 2017 Number 44, Supplement to the State Gazette of the Republic of Indonesia Year 2017 Number 6028); and
4. Financial Services Authority Regulation Number 8/POJK.04/2017 concerning the Form and Content of Prospectuses and Short Prospectuses in the Context of Public Offerings of Equity-like Securities (State Gazette of the Republic of Indonesia Year 2017 Number 45, Supplement to the State Gazette of the Republic of Indonesia Year 2017 Number 6029).

Article 44B
At the time this Financial Services Authority Regulation takes effect, the provisions of legislation in the Capital Market sector regulating Public Offerings are Regulation Number IX.E.1, appendix of the Decision of the Chairman of the Capital Market Supervisory Board and Financial Institutions Number Kep-412/BL/2009 dated 29 May 2009 concerning Affiliated Transactions and Conflicts of Interest in Certain Transactions.

Article 44C
At the time this Financial Services Authority Regulation takes effect, the provisions of legislation in the Capital Market sector regulating Public Offerings are Regulation Number IX.E.1, appendix of the Decision of the Chairman of the Capital Market Supervisory Board and Financial Institutions Number Kep-412/BL/2009 dated 29 May 2009 concerning Affiliated Transactions and Conflicts of Interest in Certain Transactions.

Article II
Clearly stated.

SUPPLEMENT TO THE STATE GAZETTE OF THE REPUBLIC OF INDONESIA NUMBER 6343