Circular Letter No. 20/SEOJK.04/2021 on Stimulus and Relaxation of Regulations Regarding Issuers or Public Companies in Maintaining Capital Market Performance and Stability Due to the Spread of Coronavirus Disease 2019

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

COPY
CIRCULAR LETTER OF THE FINANCIAL SERVICES AUTHORITY REPUBLIC OF INDONESIA NUMBER 20/SEOJK.04/2021 ON STIMULUS AND RELAXATION OF REGULATIONS REGARDING ISSUERS OR PUBLIC COMPANIES IN MAINTAINING CAPITAL MARKET PERFORMANCE AND STABILITY DUE TO THE SPREAD OF CORONAVIRUS DISEASE 2019

In relation to Article 3 paragraph (1) of Financial Services Authority Regulation Number 7/POJK.04/2021 concerning Policies in Maintaining Capital Market Performance and Stability Due to the Spread of Coronavirus Disease 2019 (State Gazette of the Republic of Indonesia Year 2021 Number 81, Supplement to the State Gazette of the Republic of Indonesia Number 6671), it is necessary to regulate regarding stimulus and relaxation policies in maintaining capital market performance and stability due to the spread of Coronavirus Disease 2019, particularly for issuers or public companies, in the Financial Services Authority Circular Letter as follows:

I. GENERAL PROVISIONS

1. In this Financial Services Authority Circular Letter, the following terms are defined as:
   a. Issuer is a party that conducts a public offering. b. Public Company is a corporation whose shares are owned by at least 300 (three hundred) shareholders and have paid-up capital of at least Rp3,000,000,000.00 (three billion rupiah) or a number of shareholders and paid-up capital determined by the Financial Services Authority.
   c. Open Company is an Issuer that has conducted a public offering of equity securities or a Public Company.
   d. Public Offering is the activity of offering securities conducted by an Issuer to sell securities to the public in accordance with the procedures regulated in the Capital Market Law and its implementing regulations. e. Registration Statement is a document that must be submitted to the Financial Services Authority by an Issuer in the context of a Public Offering or Public Company. f. Securities are negotiable instruments, namely debt acknowledgment instruments, commercial paper, shares, bonds, debt certificates, investment contract units, derivative contracts over securities, and any derivatives of securities. g. Pre-emptive Rights (hereinafter abbreviated as HMETD) are rights attached to shares that provide the opportunity for the respective shareholders to purchase shares and/or other equity securities, whether convertible into shares or providing the right to purchase shares, before being offered to other parties. h. Material Transaction is any transaction conducted by an Open Company or controlled company that meets the value limits as regulated in Financial Services Authority Regulations regarding material transactions and changes in business activities.
   i. Affiliated Transaction is any activity and/or transaction conducted by an Open Company or controlled company with an affiliate of the Open Company or an affiliate of members of the Board of Directors, members of the Board of Commissioners, major shareholders, or controllers, including any activity and/or transaction conducted by an Open Company or controlled company for the benefit of an affiliate of the Open Company or an affiliate of members of the Board of Directors, members of the Board of Commissioners, major shareholders, or controllers.
   j. Conflict of Interest Transaction is a transaction conducted by an Open Company or controlled company with any party, whether with an affiliate or a party other than an affiliate, that contains a conflict of interest. k. Business Activity is the business activity stated in the Articles of Association of the Open Company and has been carried out.
   l. Electronic Public Offering System is an information technology system and/or facility used to carry out activities in a Public Offering.

2. The COVID-19 pandemic, which has not yet ended as of now, has affected the performance and stability of the capital market and the performance of capital market industry actors, so it is necessary to provide several stimulus and relaxation policies for capital market industry actors, particularly for Issuers or Public Companies.

3. One aspect of capital market performance and stability affected by the COVID-19 pandemic is the development program of the Electronic Public Offering System, so the Electronic Public Offering System cannot yet be used for Public Offerings with interest and orders in certain amounts.

4. Stimulus and relaxation policies for Issuers or Public Companies are expected to support the improvement of performance and operational capacity of Issuers or Public Companies, while still observing the principles of openness and investor protection.

II. STIMULUS AND RELAXATION OF SEVERAL REGULATIONS REGARDING ISSUERS OR PUBLIC COMPANIES

1. Extension of the Validity Period of Financial Statements
   a. Regulations regarding the validity period of financial statements used for:

1. Fulfillment of regulations regarding Registration Statements as regulated in:
   a) Regulation Number IX.A.2, appendix of the Chairman of the Capital Market Supervisory Agency and Financial Institutions Decision Number Kep-122/BL/2012 concerning Procedures for Registration in the Context of Public Offering (Regulation Number IX.A.2); b) Financial Services Authority Regulation Number 32/POJK.04/2015 concerning Capital Increase of Open Companies by Granting Pre-emptive Rights as amended by Financial Services Authority Regulation Number 14/POJK.04/2019 concerning Amendments to Financial Services Authority Regulation Number 32/POJK.04/2015 concerning Capital Increase of Open Companies by Granting Pre-emptive Rights; c) Financial Services Authority Regulation Number 36/POJK.04/2014 concerning Continuous Public Offering of Debt Securities and/or Sukuk; d) Financial Services Authority Regulation Number 11/POJK.04/2018 concerning Public Offering of Debt 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 Offering and Capital Increase by Granting Pre-emptive Rights by Issuers with Small-Scale Assets or Issuers with Medium-Scale Assets;
2. Fulfillment of regulations in Regulation Number IX.L.1, appendix of the Chairman of the Capital Market Supervisory Agency and Financial Institutions Decision Number Kep-718/BL/2012 concerning Quasi Reorganization;
3. Fulfillment of regulations in Financial Services Authority Regulation Number 74/POJK.04/2016 concerning Merger or Consolidation of Open Companies;
4. Fulfillment of regulations in Financial Services Authority Regulation Number 17/POJK.04/2020 concerning Material Transactions and Changes in Business Activities, except for the validity period of financial statements 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 regulations 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 8 (eight) months. b. In the event that the validity period of financial statements 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. Extension of the Validity Period of Appraiser Reports
   Regulations regarding the validity period of reports issued by appraisers used for:
   a. Fulfillment of regulations regarding Registration Statements as regulated in:

1. Financial Services Authority Regulation Number 7/POJK.04/2017 concerning Registration Statements in the Context of Public Offering of Equity Securities, Debt Securities, and/or Sukuk;
2. Financial Services Authority Regulation Number 32/POJK.04/2015 concerning Capital Increase of Open Companies by Granting Pre-emptive Rights as amended by Financial Services Authority Regulation Number 14/POJK.04/2019 concerning Amendments to Financial Services Authority Regulation Number 32/POJK.04/2015 concerning Capital Increase of Open Companies by Granting Pre-emptive Rights;
3. Financial Services Authority Regulation Number 36/POJK.04/2014 concerning Continuous Public Offering of Debt Securities and/or Sukuk;
4. Financial Services Authority Regulation Number 11/POJK.04/2018 concerning Public Offering of Debt 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 Offering and Capital Increase by Granting Pre-emptive Rights by Issuers with Small-Scale Assets or Issuers with Medium-Scale Assets;
   b. Fulfillment of regulations in Financial Services Authority Regulation Number 74/POJK.04/2016 concerning Merger or Consolidation of Open Companies;
   c. Fulfillment of regulations in Financial Services Authority Regulation Number 17/POJK.04/2020 concerning Material Transactions and Changes in Business Activities; and
   d. Fulfillment of regulations 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 8 (eight) months.

3. Extension of the Initial Offering Period
   Regulations regarding the validity period for confirmation of the existence or non-existence of information changes or submission of information regarding the quantity and price of offered Securities, underwriting of securities offerings, and/or the level of bond interest rates or sukuk yields as referred to in number 4 letter e of Regulation Number IX.A.2, are extended from the original 21 (twenty-one) working days to 42 (forty-two) working days after the announcement of the summary prospectus and/or after the Financial Services Authority states that the Issuer can conduct the initial offering (book building) and/or disseminate information related to the Public Offering.

4. Postponement of the Public Offering Period or Cancellation of Public Offering
   a. Issuers who have obtained an effective statement regarding Registration Statements in the context of a Public Offering, within the period from the effectiveness of the Registration Statement until the end of the initial share offering period and the Public Offering of Debt Securities and/or Sukuk, may postpone the Public Offering period or cancel the Public Offering. b. Issuers who intend to postpone the Public Offering period or cancel the Public Offering as referred to in letter a must submit a request to the Financial Services Authority.
   c. In the event that the Financial Services Authority approves the request to postpone the Public Offering period or cancel the Public Offering as referred to in letter b above, the postponement of the Public Offering period or cancellation of the Public Offering is conducted in accordance with the regulations on postponing the Public Offering period or canceling the Public Offering as regulated in Regulation Number IX.A.2.
   d. Announcements of the postponement of the Public Offering period and announcements of the resumption of the Public Offering period can be made through at least:

1. 1 (one) daily newspaper in Indonesian with national circulation;
2. the Issuer's website; or
3. the underwriter's website.

5. Extension of the Deadline for Submitting Periodic Reports
   a. Regulations regarding the deadline for submitting annual financial reports and annual reports for Issuers or Public Companies are extended for 2 (two) months from the deadline for the submission obligation as referred to in the legislation in the Capital Market sector. b. Regulations regarding the deadline for submitting interim financial reports for Issuers or Public Companies are extended for 1 (one) month from the deadline for the submission obligation of interim financial reports as referred to in the legislation in the Capital Market sector.
   c. Regulations regarding the deadline for submitting reports on the evaluation results of the Audit Committee regarding the implementation of audit services on the Issuer's and Public Company's annual historical financial information as referred to in Article 28 paragraph (1) letter b of Financial Services Authority Regulation Number 13/POJK.03/2017 concerning the Use of Public Accountants and Public Accounting Firms in Financial Services Activities are extended for 2 (two) months from the deadline for the submission obligation as referred to in the legislation in the Capital Market sector.

6. Extension of the Deadline for Holding the General Meeting of Shareholders
   a. Regulations regarding the deadline for holding the Annual General Meeting of Shareholders by Open Companies are extended for 2 (two) months from the deadline for holding 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 Implementation of General Meetings of Shareholders of Open Companies. b. Regulations regarding the deadline for holding the General Meeting of Shareholders in the context of approving the resignation and/or temporary dismissal of members of the Board of Directors and/or members of the Board of Commissioners are extended for 60 (sixty) days after the deadline for the obligation as regulated in Article 8 paragraph (3) and Article 10 paragraph (4) of Financial Services Authority Regulation Number 33/POJK.04/2014 concerning Boards of Directors and Boards of Commissioners of Issuers or Public Companies.

7. Specific Conditions of Open Companies in Conducting Capital Increases Without Granting Pre-emptive Rights
   a. In addition to the conditions for capital increases without Pre-emptive Rights in the context of improving financial positions as referred to in Article 8B of Financial Services Authority Regulation Number 14/POJK.04/2019 concerning Amendments to Financial Services Authority Regulation Number 32/POJK.04/2015 concerning Capital Increase of Open Companies by Granting Pre-emptive Rights, Open Companies experiencing specific financial conditions as a result of the COVID-19 pandemic may conduct capital increases without granting Pre-emptive Rights in the context of improving financial positions. b. Capital increases without granting Pre-emptive Rights by Open Companies experiencing specific financial conditions as referred to in letter a are conducted in accordance with the requirements for capital increases without granting Pre-emptive Rights in the context of improving financial positions as regulated in Financial Services Authority Regulation Number 14/POJK.04/2019 concerning Amendments to Financial Services Authority Regulation Number 32/POJK.04/2015 concerning Capital Increase of Open Companies by Granting Pre-emptive Rights.
   c. Open Companies are stated to experience specific conditions as referred to in letter a if:

1. They meet certain financial conditions, namely:
   a) Having a current ratio (current ratio), calculated from current assets divided by short-term liabilities, of less than 110% (one hundred ten percent) based on the latest financial statements available to the public; b) Having liabilities exceeding 70% (seventy percent) of assets based on the latest financial statements available to the public; and c) Experiencing a decrease in revenue based on the latest annual financial statements compared to the previous annual financial statements;
2. Open Companies that are financial services institutions experience specific conditions determined by the Financial Services Authority;
3. Conducting capital increases without granting Pre-emptive Rights implemented in the context of funding support by the Government for the implementation of the National Economic Recovery Program (PEN); and/or
4. Open Companies fail or are unable to avoid failure to pay obligations to unaffiliated or affiliated lenders due to government ownership or participation.
   d. The Financial Services Authority may establish other parameters for Open Companies affected by the COVID-19 pandemic to conduct capital increases without granting Pre-emptive Rights in the context of improving financial positions.

8. Submission of Reports and Information Openness Through the Electronic Reporting System
   a. Issuers may submit additional information related to continuous public offerings of Debt Securities and/or Sukuk through the electronic reporting system. b. Issuers and Public Companies may facilitate the submission of reports or information openness through the electronic reporting system.
   c. Reports or information openness as referred to in letter b include:

1. Reports on ownership or any changes in share ownership by members of the Board of Directors, members of the Board of Commissioners, and any party holding shares, directly or indirectly, of at least 5% (five percent) of the paid-up capital in Open Companies as referred to in Financial Services Authority Regulation Number 11/POJK.04/2017 concerning Reports on Ownership or Any Changes in Share Ownership of Open Companies;
2. Information openness regarding the takeover of Open Companies, mandatory tender offer statements, and reports on the results of mandatory tender offers as referred to in Financial Services Authority Regulation Number 9/POJK.04/2018 concerning Takeovers of Open Companies;
3. Reports on the results of Public Offerings, allocation manager reports, and auditor opinions on the implementation of ordering and allocation of Securities; and
4. Information openness reports and announcements by other parties regarding information about Issuers or Public Companies.
   d. Issuers and Public Companies should submit notifications regarding the submission of reports or information openness as referred to in letter c using the electronic reporting system to the parties required to submit reports and/or information openness as referred to in letter c. e. In submitting reports and information openness as referred to in letter a and letter c through the electronic reporting system, Issuers or Public Companies should submit reports and information openness using the correct forms. f. In the event that:
5. Forms to accommodate the submission of reports and information openness as referred to in letter a and letter c are not yet available in the electronic reporting system; or
6. Reports and information openness as referred to in number 1) are only intended for the Financial Services Authority and not for the public,
   the submission of reports and information openness is conducted using form E075 in the electronic reporting system.

9. Use of the Electronic Public Offering System
   a. Based on the approval of the Financial Services Authority, Issuers may not use the Electronic Public Offering System as referred to in Financial Services Authority Regulation Number 41/POJK.04/2020 concerning the Implementation of Public Offering Activities of Equity Securities, Debt Securities, and/or Sukuk Electronically, if based on Stock Exchange considerations, the Electronic Public Offering System organized by the Stock Exchange cannot be optimally applied to Public Offerings with interest and orders in certain amounts. b. In the event that Issuers do not use the Electronic Public Offering System as referred to in letter a, the Public Offering conducted by the Issuer:

1. refers to the regulations in the Capital Market sector regarding registration procedures in the context of Public Offerings; and
2. follows regulations regarding allocation and adjustment of allocations of Securities as referred to in Financial Services Authority Regulation Number 41/POJK.04/2020 concerning the Implementation of Public Offering Activities of Equity Securities, Debt Securities, and/or Sukuk Electronically and Financial Services Authority Circular Letter Number 15/SEOJK.04/2020 concerning the Provision of Order Funds, Verification of Fund Availability, Allocation of Securities for Centralized Allocation, and Settlement of Order Processing in Public Offerings of Equity Securities in the form of Shares Electronically.

10. Extension of the Deadline for Fulfilling the Obligation to Transfer Shares Resulting from Buybacks
    a. Open Companies that have conducted share buybacks and intend to transfer the shares resulting from the buyback by selling them either on the Stock Exchange or off the Stock Exchange, may extend the deadline for fulfilling the obligation to transfer shares resulting from buybacks as referred to in:

1. Article 15 and Article 16 of Financial Services Authority Regulation Number 30/POJK.04/2017 concerning Share Buybacks Issued by Open Companies; or
2. Article 12 of Financial Services Authority Regulation Number 2/POJK.04/2013 concerning Share Buybacks Issued by Issuers or Public Companies in Conditions of Significant Market Fluctuations,
   if significant market fluctuation conditions occur based on the determination of the Financial Services Authority. b. In the event that significant market fluctuation conditions have ended, the calculation of the deadline for fulfilling the obligation to transfer shares resulting from buybacks as referred to in:
3. Article 15 and Article 16 of Financial Services Authority Regulation Number 30/POJK.04/2017 concerning Share Buybacks Issued by Open Companies; or
4. Article 12 of Financial Services Authority Regulation Number 2/POJK.04/2013 concerning Share Buybacks Issued by Issuers or Public Companies in Conditions of Significant Market Fluctuations,
   resumes.
   c. In the event that Open Companies extend the deadline for fulfilling the obligation to transfer shares resulting from buybacks as referred to in letter a, then the deadline for fulfilling the obligation to transfer shares resulting from buybacks becomes the accumulation of:
5. the deadline as referred to in Article 15 and Article 16 of Financial Services Authority Regulation Number 30/POJK.04/2017 concerning Share Buybacks Issued by Open Companies or Article 12 of Financial Services Authority Regulation Number 2/POJK.04/2013 concerning Share Buybacks Issued by Issuers or Public Companies in Conditions of Significant Market Fluctuations; and
6. the duration during which significant market fluctuation conditions occurred.

III. CLOSING

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

Established in Jakarta on August 10, 2021

EXECUTIVE HEAD
CAPITAL MARKET SUPERVISOR
FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA,

signed
HOESEN