Financial Services Authority Regulation Number 29 of 2023 Concerning the Repurchase of Shares Issued by Public Companies

FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA
COPY
FINANCIAL SERVICES AUTHORITY REGULATION
REPUBLIC OF INDONESIA
NUMBER 29 OF 2023
CONCERNING
THE REPURCHASE OF SHARES ISSUED
BY PUBLIC COMPANIES
BY THE GRACE OF GOD THE ALMIGHTY,
THE COMMISSIONERS OF THE FINANCIAL SERVICES AUTHORITY, Considering :
a. that in order to realize the creation of orderly, fair, and efficient capital market activities and to protect the interests of investors and the public, regulation is needed for all activities in the capital market sector; b. that there are implementation obstacles regarding regulations on the repurchase of shares by public companies and the transfer of repurchased shares that need to be addressed, one of which is through adjusting regulations regarding the mechanism for transferring shares back and adding options for transferring repurchased shares in other ways;
c. that in order to provide legal certainty and clarity regarding the implementation of the repurchase of shares issued by public companies, it is necessary to replace the Financial Services Authority Regulation Number 30/POJK.04/2017 concerning the Repurchase of Shares Issued by Public Companies;
d. that based on the considerations referred to in letters a, b, and c, it is necessary to establish a Financial Services Authority Regulation concerning the Repurchase of Shares Issued by Public Companies; Recalling :

Law Number 8 of 1995 concerning the Capital Market (State Gazette of the Republic of Indonesia Year 1995 Number 64, Supplement to the State Gazette of the Republic of Indonesia Number 3608) as amended by Law Number 4 of 2023 concerning the Development and Strengthening of the Financial Sector (State Gazette of the Republic of Indonesia Year 2023 Number 4, Supplement to the State Gazette of the Republic of Indonesia Number 6845);
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) as amended by Law Number 4 of 2023 concerning the Development and Strengthening of the Financial Sector (State Gazette of the Republic of Indonesia Year 2023 Number 4, Supplement to the State Gazette of the Republic of Indonesia Number 6845);
DECIDES:
Establish: FINANCIAL SERVICES AUTHORITY REGULATION CONCERNING THE REPURCHASE OF SHARES ISSUED BY PUBLIC COMPANIES.

CHAPTER I
GENERAL PROVISIONS
Article 1
In this Financial Services Authority Regulation, the following terms are defined as:

Issuer is a party that conducts a public offering.
Public Company is an Issuer that has conducted a public offering of equity securities or a public company.
Security is a negotiable instrument or investment contract, whether in conventional and digital forms or other forms in accordance with technological developments, which grants the owner the right to directly or indirectly obtain economic benefits from the issuer or from a specific party based on an agreement and any derivatives of securities, which can be transferred and/or traded on the capital market.
Public Offering is the activity of offering Securities conducted by the Issuer to sell Securities to the public in accordance with the procedures regulated in the Law concerning the development and strengthening of the financial sector and its implementing regulations.
General Meeting of Shareholders, hereinafter abbreviated as GMS, is the organ of the Public Company that has authority not delegated 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.
Stock Exchange is the organizer of the market in the capital market for exchange transactions.
Stock Exchange Member is:
a. a security broker intermediary that has obtained a business license from the Financial Services Authority; and b. another party that has obtained approval from the Financial Services Authority, which has the right to use the Stock Exchange's system and/or facilities in accordance with Stock Exchange regulations.
Appraiser is an individual who, with their expertise, conducts valuation activities in the capital market and is registered with the Financial Services Authority.
Affiliation is:
a. family relationship due to marriage up to the second degree, both horizontally and vertically, namely the relationship of a person with:
husband or wife;
parents of the husband or wife and the husband or wife of the child;
grandparents of the husband or wife and the husband or wife of the grandchild;
siblings of the husband or wife along with the husband or wife of the sibling in question; or
husband or wife of the sibling of the person in question.
b. family relationship due to lineage up to the second degree, both horizontally and vertically, namely the relationship of a person with:
parents and children;
grandparents and grandchildren; or
siblings of the person in question.
c. relationship between a party and the employees, directors, or commissioners of that party;
d. relationship between 2 (two) or more companies where there is one or more members of the board of directors, management, board of commissioners, or supervisors who are the same; e. relationship between a company and a party, whether directly or indirectly, in any way, controlling or being controlled by the company or that party in determining the management and/or policy of the company or that party; f. relationship between 2 (two) or more companies that are controlled, whether directly or indirectly, in any way, in determining the management and/or policy of the company by the same party; or g. relationship between a company and a major shareholder, namely a party that directly or indirectly owns at least 20% (twenty percent) of the shares with voting rights of that company.
Party is an individual, legal entity, company, joint venture, association, or organized group.

Article 2
(1) Public Companies may repurchase their shares in accordance with the provisions of Article 37 and Article 39 of Law Number 40 of 2007 concerning Limited Liability Companies.
(2) Public Companies may repurchase their shares as referred to in paragraph (1) without violating the provisions of:
a. Article 91 and Article 92 of Law Number 8 of 1995 concerning the Capital Market as amended in Article 22 of Law Number 4 of 2023 concerning the Development and Strengthening of the Financial Sector; and

b. Article 95 and Article 96 of Law Number 8 of 1995 concerning the Capital Market, provided that they comply with this Financial Services Authority Regulation.
(3) The repurchase of shares as referred to in paragraph (1) must first obtain approval from the GMS.
(4) The GMS as referred to in paragraph (3) must be conducted in accordance with the provisions of the Financial Services Authority Regulation concerning the plan and organization of the general meeting of shareholders of Public Companies.

Article 3
In addition to the repurchase of shares as referred to in Article 2, Public Companies may repurchase their shares to fulfill the provisions of Article 62 of Law Number 40 of 2007 concerning Limited Liability Companies.

CHAPTER II
INFORMATION DISCLOSURE
Article 4
Public Companies conducting the repurchase of shares as referred to in Article 2 paragraph (1) are required to announce information about the repurchase of shares to shareholders simultaneously with the GMS announcement, fulfilling the principle of openness by containing at least:
a. estimated schedule, estimated cost of the share repurchase, and estimated total nominal value of all shares to be repurchased; b. explanation, considerations, and reasons for conducting the repurchase of shares by the Public Company;
c. estimated decrease in the Public Company's income as a result of the implementation of the share repurchase and the impact on the Public Company's financing costs;
d. pro forma earnings per share of the Public Company after the implementation of the share repurchase plan, considering the decrease in income; e. price restrictions for the repurchase of shares; f. time restrictions for the repurchase of shares; g. the method to be used to repurchase shares; h. management discussion and analysis regarding the influence of the share repurchase on the business activities and growth of the Public Company in the future; and
i. the source of funds to be used for the implementation of the repurchase of shares.

Article 5
Public Companies are required to ensure that the source of funds to be used for the implementation of the repurchase of shares as referred to in Article 4 letter i meets the provisions:
a. does not significantly affect the financial capability of the Public Company to meet obligations that will fall due; b. uses internal funds of the Public Company;
c. is not funds resulting from a Public Offering; and
d. is not funds originating from loans and/or debt in any form.

Article 6
The provisions regarding the source of funds to be used for the implementation of the repurchase of shares as referred to in Article 5 also apply to the implementation of the repurchase of shares due to significantly fluctuating market conditions as regulated in the Financial Services Authority Regulation concerning policies to maintain capital market performance and stability under significantly fluctuating market conditions.

Article 7
In the event of changes or additions to the information in the announcement as referred to in Article 4, Public Companies are required to announce the changes or additions to the information at the latest 2 (two) working days before the GMS.

Article 8
(1) In the event that the repurchase of shares is conducted to fulfill the provisions as referred to in Article 3, Public Companies are required to announce to the public and submit information disclosure to the Financial Services Authority regarding:
a. explanation of the repurchase of shares by the Public Company; b. name of the shareholders whose shares can be repurchased by the Public Company;
c. share price and the method of determining the price; and
d. the time period for the implementation of the repurchase of shares.
(2) Public Companies are required to carry out the announcement and information disclosure as referred to in paragraph (1) at the latest 2 (two) days after the completion of the implementation of the GMS in the context of corporate actions as referred to in Article 62 paragraph (1) of Law Number 40 of 2007 concerning Limited Liability Companies.

CHAPTER III
IMPLEMENTATION OF SHARE REPURCHASE
Article 9
(1) The implementation of the repurchase of shares as referred to in Article 2 paragraph (1) must be completed at the latest 12 (twelve) months after the date of the GMS that approved the repurchase of shares as referred to in Article 2 paragraph (3). (2) In the event that a Public Company will stop the implementation of the repurchase of shares before

the completion of the repurchase of shares as referred to in paragraph (1), the Public Company is required to:
a. submit information regarding the cessation of the repurchase of shares to the Financial Services Authority accompanied by the reasons for the cessation of the repurchase of shares; and b. announce to the public regarding the cessation of the repurchase of shares accompanied by the reasons for the cessation of the repurchase of shares, at the latest 2 (two) working days after the decision regarding the cessation of the implementation of the repurchase of shares.

Article 10
The repurchase of shares as referred to in Article 2 paragraph (1) can be conducted through the Stock Exchange or outside the Stock Exchange.

Article 11
In the event that the repurchase of shares is conducted through the Stock Exchange, the repurchase of shares must meet the provisions:
a. the buy transaction is conducted through 1 (one) Stock Exchange Member; and b. the offer price to repurchase shares must be lower than or equal to the price of the previous transaction.

Article 12
In the event that the repurchase of shares is conducted outside the Stock Exchange, the repurchase price of shares must meet the provisions:
a. for shares of Public Companies listed and traded on the Stock Exchange, the repurchase price of shares of the Public Company is at most equal to the average price of daily closing trade prices on the Stock Exchange for the last 90 (ninety) days before the date of the repurchase of shares by the Public Company; b. for shares of Public Companies not listed on the Stock Exchange, the repurchase price of shares of the Public Company is at most equal to the fair market price determined by the Appraiser; or
c. for shares of Public Companies listed on the Stock Exchange, but for 90 (ninety) days or more before the date of the repurchase of shares by the Public Company, are not traded on the Stock Exchange or their trading is temporarily suspended by the Stock Exchange, the repurchase price of shares of the Public Company is at most equal to the fair market price determined by the Appraiser or at most equal to the average price of daily closing trade prices on the Stock Exchange in the last 12 (twelve) months calculated backwards from the last trading day or the day trading was temporarily suspended, whichever is lower.

Article 13
(1) Public Companies are required to report the results of the repurchase of shares to the Financial Services Authority periodically every 6 (six) months, with report dates of June 30 and December 31. (2) The report as referred to in paragraph (1) must be submitted at the latest on the 15th of the following month and prepared in accordance with the format of the Report on the Implementation Results of Share Repurchase as contained in the Appendix which is an integral part of this Financial Services Authority Regulation. (3) The report on the results of the repurchase of shares as referred to in paragraph (1) for the first time must be submitted on the nearest report period date. (4) In the event that the repurchase of shares has been completed before the report date as referred to in paragraph (1), Public Companies may submit the report on the results of the repurchase of shares earlier than the submission deadline as referred to in paragraph (1).

Article 14
Public Companies whose shares are listed on the Stock Exchange are prohibited from repurchasing their shares if it will result in a decrease in the number of shares at a certain level that can significantly reduce the liquidity of shares on the Stock Exchange.

Article 15
(1) The implementation of the repurchase of shares as referred to in this Financial Services Authority Regulation is prohibited from being conducted simultaneously with the implementation of the repurchase of shares under significantly fluctuating market conditions as referred to in the Financial Services Authority Regulation concerning policies to maintain capital market performance and stability under significantly fluctuating market conditions. (2) In the event that a Public Company will conduct the repurchase of shares under significantly fluctuating market conditions as referred to in the Financial Services Authority Regulation concerning policies to maintain capital market performance and stability under significantly fluctuating market conditions before the completion of the implementation of the repurchase of shares as referred to in Article 9 paragraph (1), the Public Company is required to stop the implementation of the repurchase of shares and carry out the procedures as referred to in Article 9 paragraph (2).

CHAPTER IV
TRANSFER OF REPURCHASED SHARES
Article 16
(1) Public Companies are required to transfer repurchased shares within a period of 3 (three) years after the completion of the repurchase of shares.
(2) The obligation as referred to in paragraph (1) can be extended if:
a. the Public Company has transferred at least 10% (ten percent) of the repurchased shares; or b. the share price of the Public Company for 3 (three) years after the completion of the repurchase of shares has never exceeded the average repurchase price of the Public Company's shares. (3) In the event that the Public Company meets the conditions as referred to in paragraph (2) letter b, the Public Company must submit supporting evidence in the form of information on the share price of the Public Company for 3 (three) years. (4) Supporting evidence as referred to in paragraph (3) must be submitted to the Financial Services Authority at the latest 2 (two) working days after the expiration of the period as referred to in paragraph (1).

Article 17
(1) In the event that the Public Company meets the conditions as referred to in Article 16 paragraph (2), the Public Company is required to transfer repurchased shares within a period of at most 2 (two) years after the expiration of the period as referred to in Article 16 paragraph (1). (2) In the event that the Public Company does not meet the conditions as referred to in Article 16 paragraph (2) and there are still repurchased shares owned by the Public Company after the expiration of the period as referred to in Article 16 paragraph (1), the Public Company is required to complete the transfer of repurchased shares within a period of at most 1 (one) year.

Article 18
In the event that the Public Company has not yet been able to complete the transfer obligation as referred to in Article 17 paragraph (1), the Public Company is required to complete the transfer of repurchased shares within a period of at most 1 (one) year.

Article 19
During the period as referred to in Article 17 and Article 18, Public Companies are prohibited from conducting share repurchases except under significantly fluctuating market conditions.

Article 20
(1) Public Companies are required to report the progress of fulfilling the transfer obligation of shares as referred to in Article 16, Article 17, and Article 18 to the Financial Services Authority periodically every 6 (six) months with report dates of June 30 and December 31 until all transfer obligations are completed. (2) The report as referred to in paragraph (1) must be submitted at the latest on the 15th of the following month and prepared in accordance with the format of the Report on the Progress of Share Transfer from Repurchase as contained in the Appendix which is an integral part of this Financial Services Authority Regulation. (3) The report on the progress of share transfer as referred to in paragraph (1) for the first time must be submitted on the nearest report period date. (4) In the event that the transfer obligation has been fulfilled before the report date as referred to in paragraph (1), Public Companies may submit the Report on the Progress of Share Transfer earlier than the submission deadline as referred to in paragraph (1).

Article 21
Repurchased shares can be transferred by:
a. selling, either on the Stock Exchange or outside the Stock Exchange; b. withdrawal by way of capital reduction;
c. implementation of employee and/or director and commissioner share ownership programs;
d. implementation of payment/settlement for certain transactions; e. implementation of conversion of equity securities issued by the Public Company; f. distribution of repurchased shares to shareholders proportionally; and/or g. other ways with the approval of the Financial Services Authority.

Article 22
(1) Public Companies conducting the transfer of repurchased shares by the method as referred to in Article 21 letters b to g must obtain GMS approval.
(2) The GMS as referred to in paragraph (1) must be conducted in accordance with the Financial Services Authority Regulation concerning the plan and organization of the general meeting of shareholders of Public Companies. (3) The agenda of the GMS to conduct share repurchase and transfer of repurchased shares can be conducted in the same GMS. (4) In the event of changes to the method of transfer of repurchased shares that has obtained GMS approval, the Public Company is required to obtain GMS approval again.

Article 23
(1) Transfer of shares conducted by the method as referred to in Article 21 letter a can be implemented without first obtaining GMS approval.
(2) Transfer of shares as referred to in paragraph (1) must meet the provisions:
a. can only be implemented after 30 (thirty) days since the repurchase of shares by the Public Company has been fully executed; b. cannot be implemented simultaneously with the period of repurchase of shares by the Public Company;
c. the transfer price of shares is not lower than the average repurchase price of the Public Company's shares, and:

for shares of Public Companies listed and traded on the Stock Exchange:
a) not lower than the closing price of daily trading on the Stock Exchange 1 (one) day before the date of share sale; or b) the average price of daily closing trade prices on the Stock Exchange for the last 90 (ninety) days before the date of share sale by the Public Company with a discount of at most 7.5% (seven point five percent), whichever is higher;
for shares of Public Companies not listed on the Stock Exchange, not lower than the fair market price determined by the Appraiser; or
for shares of Public Companies listed on the Stock Exchange, but for 90 (ninety) days or more before the date of share sale by the Public Company, are not traded on the Stock Exchange or their trading is temporarily suspended by the Stock Exchange:
a) not lower than the fair market price determined by the Appraiser; or b) the average price of daily closing trade prices on the Stock Exchange in the last 12 (twelve) months calculated backwards from the last trading day or the day trading was temporarily suspended with a discount of at most 7.5% (seven point five percent), whichever is higher.

Article 24
During the transfer period as referred to in Article 17 paragraph (2) or Article 18, for Public Companies that cannot transfer shares by the method regulated as referred to in Article 21 letter a, Public Companies are required to transfer repurchased shares by the method as referred to in Article 21 letters b, c, d, e, f, and/or g.

Article 25
Transfer of shares conducted by the method as referred to in Article 21 letter c must meet the provisions:
a. is implemented after obtaining GMS approval; b. is implemented within the time limit for the transfer of repurchased shares;

c. announce information openness regarding the plan to transfer repurchased shares through the method referred to in Article 21 letter c simultaneously with the announcement of the General Meeting of Shareholders (GMS);

d. in the event of changes or additions to the information referred to in letter c, such changes or additions must be announced no later than 2 (two) working days before the implementation of the GMS; and

e. information openness regarding the transfer of shares resulting from share repurchases through the method referred to in Article 21 letter c is carried out simultaneously with the GMS announcement, which must contain at least:

the background of the share repurchase to be transferred through the method referred to in Article 21 letter c, including:
a) the date of GMS approval for the share repurchase; b) the implementation period of the share repurchase; c) the realization of the share repurchase; d) the source of the repurchased shares to be transferred; e) the time limit for the transfer of repurchased shares; and f) the number of shares to be transferred;
the purpose of the transfer of shares through the method referred to in Article 21 letter c;
requirements for employees, Board of Directors, and/or Board of Commissioners as parties entitled to receive shares;
the implementation period plan (exercise);
the exercise price or method of calculating the share exercise price;
the amount or magnitude of payment by employees, the Board of Directors, and/or the Board of Commissioners of the Public Company;
pro forma capital structure before and after the exercise period; and
lock-up provisions, if any lock-up provisions exist.

Article 26
The transfer of shares carried out through the method referred to in Article 21 letter d must carry out information openness containing at least:
a. the background of the share repurchase to be transferred through the method referred to in Article 21 letter d, including:

the date of GMS approval for the share repurchase;
the implementation period of the share repurchase;
the realization of the share repurchase;
the source of the repurchased shares to be transferred;
the time limit for the transfer of repurchased shares; and
the number of shares to be transferred;
b. the payment/settlement method for specific transactions;
c. an explanation of the type and value of specific transactions;
d. the payment period for specific transactions; and e. the number of shares used as payment/settlement for specific transactions.

Article 27
The transfer of shares carried out through the method referred to in Article 21 letter e must carry out information openness containing at least:
a. the background of the share repurchase to be transferred through the method referred to in Article 21 letter e, including:

the date of GMS approval for the share repurchase;
the implementation period of the share repurchase;
the realization of the share repurchase;
the source of the repurchased shares to be transferred; and
the time limit for the transfer of repurchased shares;
b. the formula for the conversion exercise price of Equity-like Securities;
c. the name of the prospective holder or buyer of the Equity-like Securities to be converted;
d. information regarding whether the converted Equity-like Securities can be transferred, including information regarding the history of ownership transfer of the Equity-like Securities to be converted; e. the conversion implementation period; f. the terms and conditions of the converted Equity-like Securities; g. the number of Equity-like Securities to be converted; and h. the number/value of the converted Equity-like Securities.

Article 28
The transfer of shares carried out through the method referred to in Article 21 letter f must carry out information openness containing at least:
a. the background of the share repurchase to be transferred through the method referred to in Article 21 letter f, including:

the date of GMS approval for the share repurchase;
the implementation period of the share repurchase;
the realization of the share repurchase;
the source of the repurchased shares to be transferred; and
the time limit for the transfer of repurchased shares;
b. the purpose and benefits of the transfer of repurchased shares;
c. the basis for setting the price of the repurchased shares to be transferred;
d. the distribution ratio of the repurchased shares to be transferred; e. the planned implementation date for the distribution of repurchased shares to be transferred; f. the date of the register of shareholders entitled to receive (recording date); g. cum date and ex date regarding the transfer of repurchased shares; h. an explanation regarding tax treatment for the proportional distribution of repurchased shares, both its effect on shareholders and on the Public Company;
i. administrative procedures related to the proportional distribution of repurchased shares to shareholders;
j. pro forma capital structure after the proportional distribution of repurchased shares; and k. the impact of the transfer on the share price of the Public Company.

Article 29
(1) Public Companies must submit a report on the transfer of repurchased shares carried out through the method referred to in Article 21 letter f, which has been audited by a public accountant, to the Financial Services Authority (OJK). (2) The report referred to in paragraph (1) must be submitted no later than 14 (fourteen) days after the implementation of the transfer of repurchased shares carried out through the method referred to in Article 21 letter f.

Article 30
Public Companies intending to transfer shares resulting from repurchases through other methods referred to in Article 21 letter g must first obtain approval from the Financial Services Authority (OJK) before approval by the GMS.

Article 31
In the event that a corporate action by a Public Company results in a change in the nominal value of repurchased shares, the calculation of the share repurchase price must be adjusted by following the ratio between the nominal value of shares at the time of repurchase and the nominal value of shares resulting from the aforementioned corporate action.

Article 32
In the event that the transfer of shares as referred to in Article 17 and Article 18 is carried out through the method referred to in Article 21 letter a, the share sale price must follow the regulations:
a. for Public Company shares listed and traded on the Stock Exchange, it must not be lower than:

the closing price of daily trading on the Stock Exchange 1 (one) day before the share sale date; or
the average price of the closing prices of daily trading on the Stock Exchange during the last 90 (ninety) days before the share sale date by the Public Company, with a discount of at most 7.5% (seven point five percent),
whichever is higher; b. for Public Company shares listed and traded on the Stock Exchange sold through the negotiated market on the Stock Exchange, the Public Company refers to the average price of the closing prices of daily trading on the Stock Exchange during the last 90 (ninety) days before the resale of shares, with a discount of at most 7.5% (seven point five percent);
c. for Public Company shares not listed on the Stock Exchange, it must not be lower than the fair market price determined by the Appraiser; or
d. for Public Company shares listed on the Stock Exchange, but for 90 (ninety) days or more before the share sale date by the Public Company, were not traded on the Stock Exchange or had their trading temporarily suspended by the Stock Exchange, it must not be lower than:
the fair market price determined by the Appraiser; or
the average price of the closing prices of daily trading on the Stock Exchange over the last 12 (twelve) months calculated backwards:
a. from the last trading day; or b. the day trading was temporarily suspended, with a discount of at most 7.5% (seven point five percent), whichever is higher.

Article 33
In the event that the transfer of shares as referred to in Article 17 or Article 18 is carried out through the method referred to in Article 21 letter a and occurs:
a. the composite share price index on the Stock Exchange drops by more than 10% (ten percent) from the composite share price index 1 (one) previous trading day, for 3 (three) consecutive trading days; b. the Stock Exchange where the Public Company's shares are listed and traded is closed;
c. trading of the Public Company's shares on the Stock Exchange is suspended;
d. force majeure significantly affecting the continuity of the Public Company's business; and/or e. significant market fluctuations, as referred to in the Financial Services Authority Regulation regarding policies to maintain capital market performance and stability under conditions of significant market fluctuations, the Public Company may extend the time limit for fulfilling obligations as referred to in Article 17 or Article 18.

Article 34
(1) In the event that conditions of significant market fluctuations have ended, the calculation of the time limit for fulfilling the obligation to transfer repurchased shares as referred to in Article 17 or Article 18 resumes. (2) In the event that a Public Company extends the time limit for fulfilling the obligation to transfer repurchased shares as referred to in Article 33 letter e, the time limit for fulfilling the obligation to transfer repurchased shares becomes the accumulation of:
a. the time limit as referred to in Article 16 paragraph (1), Article 17, and Article 18; and b. the time period during which significant market fluctuations occurred.

Article 35
(1) Public Companies must announce information openness to the public and submit supporting documents to the Financial Services Authority (OJK) no later than 5 (five) working days before the start of the implementation period for the sale of repurchased shares as referred to in Article 21 letter a. (2) Public Companies are not required to announce information openness to the public and submit supporting documents to the Financial Services Authority (OJK) as referred to in paragraph (1), if the sale of repurchased shares is carried out through:
a. a large number of shares transferred and done simultaneously in 1 (one) instance; b. a limited offer mechanism for share sales; and
c. the name of the party receiving the transfer is unknown.
(3) In the event that a Public Company does not announce information openness as referred to in paragraph (2), the Public Company must announce information openness to the public and submit supporting documents to the Financial Services Authority (OJK) no later than 2 (two) working days after the implementation of the sale of repurchased shares. (4) The information as referred to in paragraph (3) must contain at least:
a. the name of the party receiving the transfer; b. the number of shares transferred;
c. the exercise price of the share transfer; and
d. the existence or non-existence of an affiliation relationship with the Public Company.

Article 36
The announcement as referred to in Article 35 paragraph (1) for the sale of repurchased shares carried out outside the Stock Exchange must contain at least:
a. the identity of the party receiving the shares; b. the time of share sale implementation;
c. the business activities of the party receiving the shares, if the party is a business entity; and
d. the nature of the Affiliation relationship between the party conducting the transaction and the Public Company, if an Affiliation relationship exists.

Article 37
The announcement as referred to in Article 35 paragraph (1) for the sale of repurchased shares carried out on the Stock Exchange must contain at least:
a. the name of the Stock Exchange Member designated to conduct the share sale; b. the time of share sale implementation; and
c. the total number of shares to be sold.

Article 38
In the event that repurchased shares are sold on the Stock Exchange, the sale of repurchased shares must meet the regulations:
a. the sale transaction is carried out through 1 (one) Stock Exchange Member; b. the sale transaction can only be carried out after 30 (thirty) minutes from the opening until 30 (thirty) minutes before the closing of trading; and
c. the number of shares resold each day is at most 20% (twenty percent) of the total number of shares repurchased by the Public Company.

Article 39
In the event that repurchased shares are sold at a price lower than the repurchase price, such loss must be clearly disclosed in the financial statements of the Public Company.

CHAPTER V
ANNOUNCEMENT MEDIA

Article 40
(1) For Public Companies whose shares are listed on the Stock Exchange, the obligation to make announcements as referred to in Article 4, Article 7, Article 8, Article 9 paragraph (2), Article 25 letter c and letter d, Article 35 paragraph (1) and paragraph (3) must be carried out at least through:
a. the Public Company's website; and b. the Stock Exchange's website.
(2) For Public Companies whose shares are not listed on the Stock Exchange, the obligation to make announcements as referred to in Article 4, Article 7, Article 8, Article 9 paragraph (2), Article 25 letter c and letter d, Article 35 paragraph (1) and paragraph (3) must be carried out at least through:
a. the Public Company's website; and b. 1 (one) daily newspaper in the Indonesian language circulated nationally or a website provided by the Financial Services Authority (OJK).
(3) In the event that the announcement is carried out through a daily newspaper as referred to in paragraph (2) letter b, proof of the announcement must be submitted to the Financial Services Authority (OJK) no later than 2 (two) working days after the date of the announcement.

Article 41
The implementation of announcement regulations through the website provided by the Financial Services Authority (OJK) for the announcement obligation as referred to in Article 40 paragraph (2) letter b is determined by the Financial Services Authority (OJK).

CHAPTER VI
OTHER PROVISIONS

Article 42
(1) In the event that the transfer of repurchased shares is carried out other than through the method referred to in Article 21 letter d, it is:
a. an affiliate transaction and/or a material transaction; and b. a transaction that is not a conflict of interest transaction, the Public Company is only required to fulfill the regulations in this Financial Services Authority Regulation. (2) In the event that a transaction settled through the transfer of repurchased shares as referred to in Article 21 letter d is:
a. an affiliate transaction; b. a conflict of interest transaction; and/or
c. a material transaction,
the Public Company must fulfill the regulations as stipulated in the Financial Services Authority Regulation regarding affiliate and conflict of interest transactions, the Financial Services Authority Regulation regarding material transactions and changes in business activities, and this Financial Services Authority Regulation.

Article 43
The following parties:
a. members of the Board of Commissioners, members of the Board of Directors, employees, and major shareholders of the Public Company; b. individuals who, due to their position, profession, or business relationship with the Public Company, are enabled to obtain insider information; or
c. Parties who in the last 6 (six) months are no longer Parties as referred to in letter a or letter b,
are prohibited from conducting transactions on the Public Company's shares on the same day as the share repurchase or the sale of repurchased shares carried out by the Public Company through the Stock Exchange.

Article 44
(1) In the event that the deadline for submitting information openness as referred to in Article 4, Article 8 paragraph (2), Article 9 paragraph (2) letter a, Article 25 letter c, and Article 35 paragraph (1) and paragraph (3), or reporting as referred to in Article 13 paragraph (2), Article 20 paragraph (2), and Article 29 paragraph (2) falls on a holiday, the submission of information openness or reporting must be submitted no later than 1 (one) working day following. (2) In the event that a Public Company submits information openness or reporting past the deadline as referred to in paragraph (1), the calculation of the number of days of delay in submitting information openness or reporting is counted from the first day after the final deadline for submitting information openness or reporting as referred to in paragraph (1).

Article 45
In addition to fulfilling the regulations of the Financial Services Authority Regulation regarding the conduct of activities in the Capital Market sector, share repurchases in the context of changing the status of a Public Company to a closed company must be carried out by fulfilling the regulations as referred to in Article 4, Article 10, Article 11 letter a, and Article 13.

CHAPTER VII
ADMINISTRATIVE SANCTIONS

Article 46
(1) Any party that violates the regulations as referred to in Article 2 paragraph (3), paragraph (4), Article 4, Article 5, Article 7, Article 8, Article 9, Article 11, Article 12, Article 13 paragraph (1), paragraph (2), paragraph (3), Article 14, Article 15, Article 16 paragraph (1), paragraph (4), Article 17, Article 18, Article 19, Article 20 paragraph (1), paragraph (2), paragraph (3), Article 22 paragraph (1), paragraph (2), paragraph (4), Article 23 paragraph (2), Article 24, Article 25, Article 26, Article 27, Article 28, Article 29, Article 30, Article 31, Article 32, Article 35 paragraph (1), paragraph (3), paragraph (4), Article 38, Article 39, Article 40 paragraph (3), Article 42, Article 43, Article 44 paragraph (1), and Article 45 shall be subject to administrative sanctions. (2) Sanctions as referred to in paragraph (1) are also imposed on parties who cause the occurrence of violations as referred to in paragraph (1). (3) Sanctions as referred to in paragraph (1) and paragraph (2) are imposed by the Financial Services Authority (OJK). (4) Sanctions as referred to in paragraph (1) consist of:
a. written warning; b. fines, namely the obligation to pay a certain amount of money;
c. restriction of business activities;
d. suspension of business activities; e. revocation of business license; f. cancellation of approval; g. cancellation of registration; h. revocation of the effectiveness of the Registration Statement; and/or
i. revocation of individual license.
(5) Administrative sanctions as referred to in paragraph (4) letter b, letter c, letter d, letter e, letter f, letter g, letter h, or letter i may be imposed with or without prior imposition of an administrative sanction in the form of a written warning as referred to in paragraph (4) letter a. (6) Administrative sanctions in the form of fines as referred to in paragraph (4) letter b may be imposed separately or together with the imposition of administrative sanctions as referred to in paragraph (4) letter c, letter d, letter e, letter f, letter g, letter h, or letter i. (7) The procedure for imposing sanctions as referred to in paragraph (3) is carried out in accordance with the provisions of applicable legislation.

Article 47
In addition to administrative sanctions as referred to in Article 46 paragraph (4), the Financial Services Authority (OJK) may take certain actions against any party that violates the regulations of this Financial Services Authority Regulation.

Article 48
The Financial Services Authority (OJK) may announce the imposition of administrative sanctions as referred to in Article 46 paragraph (1) and certain actions as referred to in Article 47 to the public.

CHAPTER VIII
TRANSITIONAL PROVISIONS

Article 49
Public Companies that:
a. have obtained GMS approval regarding share repurchase; and/or b. are within the implementation period for the transfer of repurchased shares, before this Financial Services Authority Regulation takes effect, shall continue to follow the regulations stipulated in Financial Services Authority Regulation Number 30/POJK.04/2017 regarding Share Repurchase by Public Companies.

CHAPTER IX
CLOSING PROVISIONS

Article 50
At the time this Financial Services Authority Regulation takes effect, Financial Services Authority Regulation Number 30/POJK.04/2017 regarding Share Repurchase by Public Companies (State Gazette of the Republic of Indonesia Year 2017 Number 130, Supplement to the State Gazette of the Republic of Indonesia Number 6077) is repealed and declared invalid.

Article 51
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
Mufli Asmawidjaja

In order that everyone may know it, order the promulgation of this Financial Services Authority Regulation by placing it in the State Gazette of the Republic of Indonesia.

Established in Jakarta on December 29, 2023
DEPUTY CHAIRMAN
COMMISSIONERS COUNCIL AS A
MEMBER OF THE COMMISSIONERS COUNCIL
REPLACING THE CHAIRMAN OF THE
COMMISSIONERS COUNCIL
FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA,
MIRZA ADITYASWARA

Promulgated in Jakarta on December 29, 2023
MINISTER OF LAW AND HUMAN RIGHTS
REPUBLIC OF INDONESIA,
YASONNA H. LAOLY

STATE GAZETTE OF THE REPUBLIC OF INDONESIA YEAR 2023 NUMBER 47/OJK signed

EXPLANATION
OF
FINANCIAL SERVICES AUTHORITY REGULATION
REPUBLIC OF INDONESIA
NUMBER 29 OF 2023
REGARDING
SHARE REPURCHASE BY PUBLIC COMPANIES

I. GENERAL
Regulations regarding share repurchase by Public Companies and the obligation to transfer repurchased shares by Public Companies have been regulated in Financial Services Authority Regulation Number 30/POJK.04/2017 regarding Share Repurchase by Public Companies. However, there are implementation constraints in the regulations of POJK Number 30/POJK.04/2017 regarding Share Repurchase by Public Companies, such as compliance with regulations regarding share repurchase prices, transfer prices of repurchased shares, information openness, and transfer time limits. In addition, it is necessary to clarify some more detailed regulations regarding methods of transferring repurchased shares other than the mechanism of selling through the Stock Exchange. Additions to regulations regarding other transfer methods, such as in the context of asset or share acquisitions, can be made with payment using repurchased shares. This is in order to add flexible options for carrying out transfers. Considering the above, it is necessary to replace Financial Services Authority Regulation Number 30/POJK.04/2017 regarding Share Repurchase by Public Companies.

II. ARTICLE BY ARTICLE
Article 1
It is clear enough.

Article 2
It is clear enough.

Article 3
It is clear enough.

Article 4
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 regarding the Capital Market as amended by Law Number 4 of 2023 regarding the Development and Strengthening of the Financial Sector to inform the public in a timely manner

all material information regarding its business or Securities that may affect investors' decisions regarding such Securities and/or the price of such Securities.

Article 5
Letter a
Conditions that do not significantly affect the financial capability of a Public Company to meet obligations due within a short period include having a current ratio, calculated from current assets divided by short-term liabilities, of more than 110% (one hundred ten percent) based on the latest available financial statements for the public.

Letter b
Internal funds of a Public Company include funds obtained from business activities.

Letter c
What is meant by "not being funds from a Public Offering" is all types of Public Offerings.

Letter d
Sufficiently clear.

Article 6
Sufficiently clear.

Article 7
Sufficiently clear.

Article 8
Sufficiently clear.

Article 9
Paragraph (1)
The completion of share repurchase is indicated by conditions including:
a. the number of shares planned to be repurchased has been exhausted; b. a period of 12 (twelve) months has been fulfilled; and
c. the funds for share repurchase have been exhausted.

Paragraph (2)
Decisions regarding the termination of share repurchase implementation include decisions as an implementation of the delegation of authority from the General Meeting of Shareholders to the Board of Directors.

Article 10
Sufficiently clear.

Article 11
Sufficiently clear.

Article 12
Sufficiently clear.

Article 13
Sufficiently clear.

Article 14
What is meant by "a certain level that can significantly reduce the liquidity of shares on the Stock Exchange" is the number of free float shares as regulated in the regulations of the Indonesia Stock Exchange regarding the listing of shares and equity-like securities other than shares issued by listed companies.

Article 15
Sufficiently clear.

Article 16
Sufficiently clear.

Article 17
Sufficiently clear.

Article 18
Sufficiently clear.

Article 19
Sufficiently clear.

Article 20
Paragraph (1)
During the reporting period where there is no share transfer, a Public Company remains obligated to submit reports.

Paragraph (2)
Sufficiently clear.

Paragraph (3)
Sufficiently clear.

Paragraph (4)
Sufficiently clear.

Article 21
Letter a
Sufficiently clear.

Letter b
The mechanism for withdrawal through capital reduction follows the provisions as referred to in the Law on Limited Liability Companies.

Letter c
In practice, "employee and/or director and supervisory board share ownership programs" are known as employee stock option plan, management stock option plan, employee stock purchase plan, or management stock purchase plan. Share ownership programs can be in the form of options or direct share ownership programs.

Letter d
Certain transactions include asset purchases, payments, or settlement of debts and bonds.

Letter e
What is meant by "equity-like Securities" includes Securities that have been issued and will be issued by a Public Company.

Letter f
Sufficiently clear.

Letter g
Sufficiently clear.

Article 22
Sufficiently clear.

Article 23
Sufficiently clear.

Article 24
Sufficiently clear.

Article 25
Letter a
Sufficiently clear.

Letter b
Sufficiently clear.

Letter c
This provision aims to ensure that public shareholders receive complete information regarding the plan to implement share transfers, so that the announcement of the share transfer plan resulting from repurchase to the public, the submission of information disclosure documents to the Financial Services Authority, and the announcement of the General Meeting of Shareholders must be conducted simultaneously on the same day.

Letter d
Sufficiently clear.

Letter e
Number 1
Sufficiently clear.

Number 2
Sufficiently clear.

Number 3
Example of requirements:
a. permanent and active employees who have been registered for xx days before the share transfer plan is approved by shareholders in the General Meeting of Shareholders, and b. employees who have never been sanctioned.

Number 4
Sufficiently clear.

Number 5
Sufficiently clear.

Number 6
Sufficiently clear.

Number 7
Sufficiently clear.

Number 8
What is meant by "lock-up provisions" is a prohibition on employees, directors, and/or supervisory boards of a Public Company who receive shares from share transfer activities resulting from repurchase to transfer shares to other Parties.

Article 26
Sufficiently clear.

Article 27
Sufficiently clear.

Article 28
Sufficiently clear.

Article 29
Paragraph (1)
What is meant by "public accountant" is a public accountant registered with the Financial Services Authority, listed in the list of public accountants and active public accounting firms at the Financial Services Authority, and has competence according to the complexity of the Party's business.

Paragraph (2)
Sufficiently clear.

Article 30
Sufficiently clear.

Article 31
Corporate actions that result in changes to the nominal value of shares resulting from repurchase include stock splits and share mergers by a Public Company.
Example calculation of adjusted repurchase prices following the comparison between the nominal value of shares at the time of repurchase and the nominal value of shares resulting from corporate actions such as stock splits:
The nominal value of ordinary shares of PT A Tbk is Rp200.00 when PT A Tbk conducts share repurchase at a repurchase price of Rp600.00. After completing the share repurchase, the Public Company conducts a corporate action of stock split with a ratio of 1:2, so the nominal value of ordinary shares of PT A Tbk becomes Rp100.00. With the stock split resulting in a change in nominal value, the share repurchase price is adjusted to Rp300.00.

Article 32
Sufficiently clear.

Article 33
Letter a
Sufficiently clear.

Letter b
Sufficiently clear.

Letter c
Sufficiently clear.

Letter d
In practice, force majeure is known as force majeure, for example natural disasters such as earthquakes or floods, and non-natural disasters such as epidemics, wars, riots, fires, and strikes that significantly affect the continuity of a Public Company's business.

Letter e
Sufficiently clear.

Article 34
Paragraph (1)
Sufficiently clear.

Paragraph (2)
Letter a
Sufficiently clear

Letter b
What is meant by "a period during which significant market fluctuation conditions occur" is the duration of significant market fluctuation conditions, the start and end of which are based on the determination of the Financial Services Authority.

Article 35
Paragraph (1)
What is meant by "the start of the implementation period for selling shares resulting from repurchase" is the start date of the implementation period for selling shares resulting from repurchase. Example calculation of the date a Public Company can implement the sale of shares resulting from repurchase:
PT A Tbk announces information disclosure regarding the plan to sell shares resulting from repurchase to the public and submits supporting documents to the Financial Services Authority on Friday, April 1, 2022, then PT A Tbk can implement the sale of shares resulting from repurchase starting on Friday, April 8, 2022. (Saturday and Sunday are holidays).

Paragraph (2)
Letter a
What is meant by "significant" is the number of transferred shares is more than 50% (fifty percent) of the remaining treasury shares still available.

Letter b
Sufficiently clear.

Letter c
Sufficiently clear.

Paragraph (3)
Sufficiently clear.

Paragraph (4)
Sufficiently clear.

Article 36
Sufficiently clear.

Article 37
Sufficiently clear.

Article 38
Sufficiently clear.

Article 39
Sufficiently clear.

Article 40
Sufficiently clear.

Article 41
Sufficiently clear.

Article 42
Sufficiently clear.

Article 43
What is meant by "transactions over shares" is activities or contracts including those aimed at acquiring, disposing of, or using shares that result in a change of ownership or do not result in a change of ownership.

Letter a
Sufficiently clear.

Letter b
Sufficiently clear.

Letter c
What is meant by "within the last 6 (six) months" is calculated from the date the Party in question is no longer a Party as referred to in letters a and b until the implementation of share repurchase transactions by a Public Company or share sale transactions resulting from repurchase.

Article 44
Sufficiently clear.

Article 45
Sufficiently clear.

Article 46
Sufficiently clear.

Article 47
Certain actions include postponement, prohibition, and restriction of corporate actions.

Article 48
Sufficiently clear.

Article 49
Sufficiently clear.

Article 50
Sufficiently clear.

Article 51
Sufficiently clear.

SUPPLEMENT TO THE STATE GAZETTE OF THE REPUBLIC OF INDONESIA NUMBER 69/OJK

APPENDIX
FINANCIAL SERVICES AUTHORITY REGULATION
OF THE REPUBLIC OF INDONESIA
NUMBER 29 OF 2023
REGARDING
SHARE REPURCHASE OF SHARES ISSUED BY PUBLIC COMPANIES

REPORT ON THE IMPLEMENTATION OF SHARE REPURCHASE No. Transaction Date Number of Shares Purchased Average Repurchase Price (Rp) Percentage of the nominal value of shares purchased from the total nominal value of shares to be purchased according to the General Meeting of Shareholders Remaining Repurchase Cost

… (place), ………………(date, month, year)
(Chief Executive Officer or Board Member authorized to represent the Public Company according to the articles of association)) ………………………………………………..

This copy is consistent with the original
Legal Director 1
Legal Department
Mufli Asmawidjaja

REPORT ON THE DEVELOPMENT OF TRANSFER OF SHARES RESULTING FROM REPURCHASE PT … Reporting Period from date … to ...
No. Date of General Meeting of Shareholders for Share Repurchase Date of Completion of Share Repurchase Average Repurchase Price of Shares Number of Shares Required to be Transferred Date of General Meeting of Shareholders or Information Disclosure of Share Transfer Date of Share Transfer Number of Shares Transferred Price of Share Transfer (Rp) Method of Share Transfer Parties Receiving Share Transfer*) Number of Shares Already Transferred Remaining Shares Required to be Transferred

Determined in Jakarta on December 29, 2023
DEPUTY CHAIRMAN OF THE COMMISSIONERS AS A MEMBER OF THE COMMISSIONERS SUBSTITUTE FOR THE CHAIRMAN OF THE COMMISSIONERS FINANCIAL SERVICES AUTHORITY OF THE REPUBLIC OF INDONESIA, MIRZA ADITYASWARA

Note:

not required to be filled if the transfer of shares is conducted on the Stock Exchange, capital reduction, or the implementation of employee share ownership programs.
cross out unnecessary parts s.t.d. s.t.d.

Financial Services Authority Regulation Number 29 of 2023 Concerning the Repurchase of Shares Issued by Public Companies

Lineage: In force