Amendment to OJK Circular No. 20/SEOJK.04/2021 on Stimulus and Relaxation Policies for Public Companies Regarding Capital Market Performance and Stability Due to COVID-19

To:
Board of Directors and Board of Commissioners of Issuers or Public Companies, At their place.

COPY

CIRCULAR LETTER OF THE FINANCIAL SERVICES AUTHORITY REPUBLIC OF INDONESIA NUMBER 4 /SEOJK.04/2022

ABOUT

AMENDMENT TO THE CIRCULAR LETTER OF THE FINANCIAL SERVICES AUTHORITY NUMBER 20/SEOJK.04/2021 CONCERNING STIMULUS POLICIES AND RELAXATION OF REGULATIONS RELATED TO ISSUERS OR PUBLIC COMPANIES IN MAINTAINING PERFORMANCE AND STABILITY OF THE CAPITAL MARKET DUE TO THE SPREAD OF CORONA VIRUS DISEASE 2019

In relation to Article 3 paragraph (1) of Financial Services Authority Regulation Number 7/POJK.04/2021 concerning Policies in Maintaining Performance and Stability of the Capital Market Due to the Spread of Corona Virus Disease 2019 (POJK 7/2021), the Financial Services Authority has regulated stimulus and relaxation policies for issuers or public companies in the Financial Services Authority Circular Letter Number 20/SEOJK.04/2021 concerning Stimulus Policies and Relaxation of Regulations Related to Issuers or Public Companies in Maintaining Performance and Stability of the Capital Market Due to the Spread of Corona Virus Disease 2019 (SEOJK 20/2021).

Considering that Issuers and Public Companies are beginning to adapt to various restrictions due to the Corona Virus Disease 2019 (COVID-19) pandemic, it is necessary to adjust towards a gradual normalization of policies.

I. Several provisions in SEOJK 20/2021 are amended as follows:

1. The provision in item II number 1 is amended to read as follows:

2. Extension of the Validity Period of Financial Reports
   a. Provisions regarding the time limit for financial reports used for:

1. fulfillment of provisions regarding Registration Statements as regulated in:
   a) Regulation Number IX.A.2, appendix of the Decision of the Chairman of the Capital Market Supervisory Agency and Financial Institutions Number Kep-122/BL/2012 concerning Procedures for Registration in the Context of Public Offerings (Regulation Number IX.A.2); b) Financial Services Authority Regulation Number 32/POJK.04/2015 concerning Capital Increase of Open Companies by Exercising Preemptive Rights as amended by 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 Open Companies by Exercising Preemptive Rights; c) Financial Services Authority Regulation Number 36/POJK.04/2014 concerning Continuous Offerings of Debt-type Securities and/or Sukuk; d) Financial Services Authority Regulation Number 11/POJK.04/2018 concerning Public Offerings of Debt-type Securities and/or Sukuk to Professional Investors; and e) Financial Services Authority Regulation Number 53/POJK.04/2017 concerning Registration Statements in the Context of Public Offerings and Capital Increase by Exercising Preemptive Rights by Issuers with Small-scale Assets or Issuers with Medium-scale Assets;

2. fulfillment of provisions in Regulation Number IX.L.1, appendix of the Decision of the Chairman of the Capital Market Supervisory Agency and Financial Institutions Number Kep-718/BL/2012 concerning Quasi Reorganization;

3. fulfillment of provisions in Financial Services Authority Regulation Number 74/POJK.04/2016 concerning Merger or Consolidation of Open Companies;

4. fulfillment of provisions in Financial Services Authority Regulation Number 17/POJK.04/2020 concerning Material Transactions and Changes in Business Activities, except for the time limit for financial reports used to determine materiality values as referred to in Article 5 of Financial Services Authority Regulation Number 17/POJK.04/2020 concerning Material Transactions and Changes in Business Activities; and

5. fulfillment of provisions in Financial Services Authority Regulation Number 42/POJK.04/2020 concerning Affiliated Transactions and Conflict of Interest Transactions,
   is extended from the original maximum of 6 (six) months to a maximum of 7 (seven) months. b. In the event that the time limit for financial reports used in the context of a Public Offering exceeds 6 (six) months, the prospectus must include a disclosure of the latest financial data summary.

2. The provision in item II number 2 is amended to read as follows:

3. Extension of the Validity Period of Appraiser Reports
   Provisions regarding the time limit for reports issued by appraisers used for:

a. fulfillment of provisions regarding Registration Statements as regulated in:

1. Financial Services Authority Regulation Number 7/POJK.04/2017 concerning Registration Statement Documents in the Context of Public Offerings of Equity-type Securities, Debt-type Securities, and/or Sukuk;
2. Financial Services Authority Regulation Number 32/POJK.04/2015 concerning Capital Increase of Open Companies by Exercising Preemptive Rights as amended by 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 Open Companies by Exercising Preemptive Rights;
3. Financial Services Authority Regulation Number 36/POJK.04/2014 concerning Continuous Offerings of Debt-type Securities and/or Sukuk;
4. Financial Services Authority Regulation Number 11/POJK.04/2018 concerning Public Offerings of Debt-type Securities and/or Sukuk to Professional Investors; and
5. Financial Services Authority Regulation Number 53/POJK.04/2017 concerning Registration Statements in the Context of Public Offerings and Capital Increase by Exercising Preemptive Rights by Issuers with Small-scale Assets or Issuers with Medium-scale Assets;
   b. fulfillment of provisions in Financial Services Authority Regulation Number 74/POJK.04/2016 concerning Merger or Consolidation of Open Companies;
   c. fulfillment of provisions in Financial Services Authority Regulation Number 17/POJK.04/2020 concerning Material Transactions and Changes in Business Activities; and
   d. fulfillment of provisions in Financial Services Authority Regulation Number 42/POJK.04/2020 concerning Affiliated Transactions and Conflict of Interest Transactions, is extended from the original maximum of 6 (six) months to a maximum of 7 (seven) months.

3. Between the provisions of item II number 2 and number 3, 1 (one) item is inserted, namely item 2A, so that it reads as follows:

2A. In the event that Issuers and/or Public Companies have submitted registration statements, merger statements, consolidation statements, reports and/or information disclosures in order to fulfill regulations as regulated in item II number 1 letter a and item 2 before this Financial Services Authority Circular Letter takes effect, they shall follow the provisions regulated in SEOJK 20/2021.

4. The provision in item II number 3 is deleted.

5. The provision in item II number 4 is deleted.

6. The provision in item II number 5 letter a is amended, and letter c is deleted, so that the provision in item II number 5 reads as follows:

7. Extension of the Deadline for Submission of Periodic Reports
   a. Provisions regarding the deadline for submission of annual financial reports and annual reports for Issuers or Public Companies are extended for 1 (one) month from the deadline for the end of the obligation to submit reports as referred to in legislation in the Capital Market sector. b. Provisions regarding the deadline for submission of semi-annual financial reports for Issuers or Public Companies are extended for 1 (one) month from the deadline for the end of the obligation to submit semi-annual financial reports as referred to in legislation in the Capital Market sector.
   c. Deleted.

8. Between the provisions of item II number 5 and number 6, 1 (one) item is inserted, namely item 5A, so that it reads as follows:

5A. Preparation and Submission of Sustainability Reports for Issuers Other than Issuers with Small-scale Assets and Issuers with Medium-scale Assets and Public Companies The obligation to prepare and submit Sustainability Reports for Issuers other than Issuers with small-scale assets and Issuers with medium-scale assets and Public Companies as referred to in Article 10 paragraph (1) and Article 10 paragraph (6) letter b of Financial Services Authority Regulation Number 51/POJK.03/2017 concerning the Implementation of Sustainable Finance for Financial Service Institutions, Issuers, and Public Companies, shall be subject to the following provisions:
a. The obligation to prepare Sustainability Reports which should have been first required for the reporting period from January 1 to December 31, 2020, is postponed to be required to be prepared for the first time for the reporting period from January 1 to December 31, 2021. b. The obligation to submit Sustainability Reports which should have been first submitted to the Financial Services Authority by April 30, 2021, is postponed to be submitted for the first time to the Financial Services Authority by May 31, 2022.
c. For Issuers and Public Companies that have fiscal years other than January 1 to December 31, the obligation to submit Sustainability Reports is by the end of the fourth month after the fiscal year ends.
d. The obligation to submit Sustainability Reports for Issuers and Public Companies that are Financial Service Institutions follows the provisions applicable to such Financial Service Institutions.

8. The provision in item II number 6 letter a is amended, letter b is deleted, and letter c is added, so that the provision in item II number 6 reads as follows:

9. Extension of the Deadline for Holding the General Meeting of Shareholders
   a. Provisions regarding the deadline for holding the Annual General Meeting of Shareholders by Open Companies are extended for 1 (one) month from the deadline for the obligation to hold the Annual General Meeting of Shareholders as regulated in Article 2 paragraph (2) of Financial Services Authority Regulation Number 15/POJK.04/2020 concerning Plans and Holding of General Meetings of Shareholders of Open Companies. b. Deleted.
   c. In the event that Issuers or Public Companies have made information disclosures to the public and submitted to the Financial Services Authority regarding the resignation and/or temporary dismissal of members of the Board of Directors and/or members of the Board of Commissioners as regulated in Article 9, Article 11, and Article 27 of Financial Services Authority Regulation Number 33/POJK.04/2014 concerning Boards of Directors and Boards of Commissioners of Issuers or Public Companies before this Financial Services Authority Circular Letter takes effect, then the deadline for holding the General Meeting of Shareholders in the context of approval for such resignation and/or temporary dismissal shall follow the provisions regulated in SEOJK 20/2021.

10. The provision in item II number 9 is deleted.

This copy is in accordance with the original.
Director of Law 1
Legal Department signed
Mufli Asmawidjaja

II. This Financial Services Authority Circular Letter takes effect on the date of establishment.

Established in Jakarta on March 10, 2022

EXECUTIVE HEAD
CAPITAL MARKET SUPERVISOR
FINANCIAL SERVICES AUTHORITY, signed
HOESEN