FINANCIAL SERVICES AUTHORITY REGULATION

NUMBER 30 /POJK.04/2017

CONCERNING

THE REPURCHASE OF SHARES ISSUED BY PUBLIC COMPANIES

BY THE GRACE OF GOD THE ALMIGHTY,

THE COMMISSIONERS' COUNCIL OF THE FINANCIAL SERVICES AUTHORITY,

Considering:
a. that with the enactment of Law Number 21 of 2011 concerning the Financial Services Authority, since December 31, 2012, the functions, duties, and authority for the regulation and supervision of financial services activities in the capital market sector, including regulations regarding the repurchase of shares issued by public companies, have shifted from the Capital Market and Financial Institution Supervisory Board to the Financial Services Authority; b. that to provide clarity and certainty regarding regulations on the repurchase of shares issued by public companies, provisions of legislation in the capital market sector regarding the repurchase of shares issued by public companies issued prior to the establishment of the Financial Services Authority need to be changed into a Financial Services Authority Regulation;
c. that based on the considerations referred to in letters a and b, it is necessary to establish a Financial Services Authority Regulation concerning the Repurchase of Shares Issued by Public Companies;

Recalling:

1. 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);
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);

DECIDING:
To 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:

1. Issuer is a party that conducts a public offering.
2. Public Company is an Issuer that has conducted a public offering of equity securities or a public company.
3. Security is a negotiable instrument, namely debt acknowledgment instruments, commercial paper, shares, bonds, debt certificates, units of participation in collective investment contracts, futures contracts over Securities, and any derivative of Securities.
4. Public Offering is the activity of offering Securities conducted by an Issuer to sell Securities to the public based on procedures regulated in Law Number 8 of 1995 concerning the Capital Market and its implementing regulations.
5. General Meeting of Shareholders, hereinafter abbreviated as GMS, is the organ of the Public Company that has authority not given to the Board of Directors or Board of Commissioners as referred to in Law Number 40 of 2007 concerning Limited Liability Companies and/or the Articles of Association of the Public Company.
6. Stock Exchange is a party that organizes and provides systems and/or facilities to match buy and sell offers of Securities from other parties with the aim of trading Securities among them.
7. Stock Exchange Member is a securities broker who has obtained a business license from the Financial Services Authority and has the right to use the Stock Exchange's system and/or facilities in accordance with Stock Exchange regulations.
8. Appraiser is a person who, by virtue of their expertise, conducts valuation activities in the capital market and is registered with the Financial Services Authority.
9. Affiliation is:
   a. family relationships due to marriage and descent up to the second degree, both horizontally and vertically; b. relationships between a party and employees, directors, or commissioners of said Party;
   c. relationships between 2 (two) companies where there is 1 (one) or more members of the board of directors or board of commissioners that are the same;
   d. relationships between a company and a party, directly or indirectly, controlling or controlled by said company; e. relationships between 2 (two) companies controlled, directly or indirectly, by the same party; or f. relationships between a company and a major shareholder.

Article 2

(1) A Public Company may repurchase its shares in accordance with the provisions of Article 37 and Article 39 of Law Number 40 of 2007 concerning Limited Liability Companies.
(2) The repurchase of shares as referred to in paragraph (1) does not violate the provisions of Article 91, Article 92, Article 95, and Article 96 of Law Number 8 of 1995 concerning the Capital Market, provided that it is conducted in accordance with the provisions of 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 regulated in the Financial Services Authority Regulation concerning the plan and organization of the general meeting of shareholders of a Public Company.

Article 3

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

CHAPTER II

INFORMATION DISCLOSURE

Article 4

A Public Company conducting the repurchase of shares as referred to in Article 2 paragraph (1) is required to announce information about the repurchase of shares to shareholders simultaneously with the announcement of the GMS, fulfilling the principle of openness which must contain at least:
a. estimated schedule, estimated cost of the repurchase of shares, and estimated total nominal value of all shares to be repurchased; b. explanation, considerations, and reasons for conducting the repurchase of shares of the Public Company;
c. estimated decrease in the Public Company's income as a result of the implementation of the repurchase of shares 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 repurchase of shares plan, considering the decrease in income; e. share price restrictions for the repurchase of shares; f. time limit restrictions for the repurchase of shares; g. methods to be used to repurchase shares; and h. management analysis and discussion regarding the influence of the repurchase of shares on the business activities and growth of the Public Company in the future.

Article 5

In the event of changes or additions to information regarding the announcement as referred to in Article 4, the changes or additions to information must be announced at the latest 2 (two) working days before the GMS.

Article 6

Proof of announcement as referred to in Article 4 and Article 5 must be submitted to the Financial Services Authority at the latest 2 (two) working days after being announced.

Article 7

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

The implementation of the repurchase of shares as referred to in Article 2 paragraph (1) must be completed at the latest 18 (eighteen) months after the date of the GMS that approved the repurchase of shares as referred to in Article 2 paragraph (2).

Article 9

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

Article 10

In the event that the repurchase of shares is conducted through the Stock Exchange, the repurchase of shares must fulfill 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 previous transactions.

Article 11

In the event that the repurchase of shares is conducted outside the Stock Exchange, the repurchase price of shares must fulfill the provisions:
a. for shares of a Public Company listed and traded on the Stock Exchange, the repurchase price of the Public Company's shares 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 a Public Company not listed on the Stock Exchange, the repurchase price of the Public Company's shares is at most equal to the fair market price determined by the Appraiser; or
c. for shares of a Public Company listed on the Stock Exchange, but for 90 (ninety) days or more before the date of the repurchase of shares by the Public Company not traded on the Stock Exchange or temporarily suspended from trading by the Stock Exchange, the repurchase price of the Public Company's shares 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 for the last 12 (twelve) months calculated backwards from the last trading day or the day of temporary suspension of trading, whichever is lower.

Article 12

(1) A Public Company is required to report the results of the repurchase of shares to the Financial Services Authority periodically every 6 (six) months, namely in June and December. (2) The submission of 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 of Share Repurchase as contained in the Appendix which is an integral part of this Financial Services Authority Regulation.

Article 13

A Public Company whose shares are recorded on the Stock Exchange is prohibited from repurchasing its shares if it will result in a reduction of the number of shares at a certain level that may significantly reduce the liquidity of shares on the Stock Exchange.

CHAPTER IV

TRANSFER OF REPURCHASED SHARES

Article 14

A Public Company is required to transfer the shares resulting from the repurchase.

Article 15

In the event that there are still shares resulting from the repurchase owned by the Public Company for a period of 3 (three) years since the completion of the repurchase of shares, the Public Company is required to start transferring the shares resulting from the repurchase within a time limit of at most 2 (two) years.

Article 16

In the event that the obligation to transfer shares as referred to in Article 15 cannot be implemented or has not been completed by the Public Company, within a time limit of at most 1 (one) year after the end of the time period as referred to in Article 15, the Public Company must have completed the transfer of said shares.

Article 17

Shares resulting from the repurchase may 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 conversion of equity securities; and/or e. other methods with the approval of the Financial Services Authority.

Article 18

The transfer of shares conducted by the method as referred to in Article 17 letter a must fulfill the provisions:
a. may only be implemented after 30 (thirty) days since the repurchase of shares of the Public Company has been fully implemented; b. may be implemented without first obtaining GMS approval;
c. cannot be implemented concurrently with the period of repurchase of shares of the Public Company; and
d. the transfer price of shares must not be lower than the average repurchase price of the Public Company's shares, and:

1. for shares of a Public Company listed and traded on the Stock Exchange, must not be lower than the daily closing trade price on the Stock Exchange 1 (one) day before the date of share sale or 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, whichever is higher;
2. for shares of a Public Company not listed on the Stock Exchange, must not be lower than the fair market price determined by the Appraiser; or
3. for shares of a Public Company listed on the Stock Exchange, but for 90 (ninety) days or more before the date of share sale by the Public Company not traded on the Stock Exchange or temporarily suspended from trading by the Stock Exchange, must not be lower than the fair market price determined by the Appraiser or the average price of daily closing trade prices on the Stock Exchange for the last 12 (twelve) months calculated backwards from the last trading day or the day of temporary suspension of trading, whichever is higher.

Article 19

In the event that a Public Company conducts a corporate action that results in a change in the nominal value of shares resulting from the repurchase, the calculation of the repurchase price of shares is adjusted to follow the ratio between the nominal value of shares at the time of repurchase and the nominal value of shares resulting from said corporate action.

Article 20

In the event that the transfer of shares as referred to in Article 16 is conducted by the method as referred to in Article 17 letter a, the share sale price must follow the provisions:
a. for shares of a Public Company listed and traded on the Stock Exchange, must not be lower than the daily closing trade price on the Stock Exchange 1 (one) day before the date of share sale or 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, whichever is higher; b. for shares of a Public Company not listed on the Stock Exchange, must not be lower than the fair market price determined by the Appraiser; or
c. for shares of a Public Company listed on the Stock Exchange, but for 90 (ninety) days or more before the date of share sale by the Public Company not traded on the Stock Exchange or temporarily suspended from trading by the Stock Exchange, must not be lower than the fair market price determined by the Appraiser or the average price of daily closing trade prices on the Stock Exchange for the last 12 (twelve) months calculated backwards from the last trading day or the day of temporary suspension of trading, whichever is higher.

Article 21

In the event that the transfer of shares as referred to in Article 15 or Article 16 is conducted by the method as referred to in Article 17 letter a, the Public Company may extend the time limit for fulfilling the obligations as referred to in Article 15 or Article 16, if the following conditions occur:
a. the composite stock price index on the Stock Exchange drops by more than 10% (ten percent) from the composite stock price index 1 (one) previous trading day, for 3 (three) consecutive trading days; b. the Stock Exchange where the Public Company's shares are recorded and traded is closed;
c. trading of the Public Company's shares on the Stock Exchange is suspended; and/or
d. natural disasters, war, riots, fires, and strikes that have a significant impact on the continuity of the Public Company's business.

Article 22

In the event that the conditions as referred to in Article 21 have ended, the Public Company is required to immediately continue the transfer of shares as referred to in Article 15 or Article 16.

Article 23

A Public Company is required to announce information disclosure to the public and submit proof of announcement and supporting documents to the Financial Services Authority at the latest 14 (fourteen) days before the implementation of the sale of shares resulting from the repurchase as referred to in Article 17 letter a.

Article 24

The announcement as referred to in Article 23 for the sale of shares resulting from the repurchase conducted outside the Stock Exchange must contain at least:
a. identity of the party that will receive the shares; b. time of implementation of the share sale;
c. business activities of the party that will receive the shares, if the party is a business entity; and
d. nature of the Affiliation relationship of the party conducting the transaction with the Public Company (if any).

Article 25

The announcement as referred to in Article 23 for the sale of shares resulting from the repurchase conducted on the Stock Exchange must contain at least:
a. name of the Stock Exchange Member appointed to conduct the share sale; b. time of implementation of the share sale; and
c. total number of shares to be sold.

Article 26

In the event that shares resulting from the repurchase are sold on the Stock Exchange, the sale of shares resulting from the repurchase must fulfill the provisions:
a. the sell transaction must be conducted through 1 (one) Stock Exchange Member; b. the sell transaction may only be conducted after 30 (thirty) minutes from the opening until 30 (thirty) minutes before the closing of trading; and
c. the number of shares resold on each day is at most 20% (twenty percent) of the total number of shares that have been repurchased by the Public Company.

Article 27

In the event that shares that have been repurchased are sold at a price lower than the repurchase price, such loss must be clearly disclosed in the Public Company's financial report.

CHAPTER V

OTHER PROVISIONS

Article 28

In the event that the transfer of shares resulting from the repurchase is an Affiliation transaction and does not contain a conflict of interest, the Public Company is only required to fulfill this Financial Services Authority Regulation.

Article 29

In the event that the transfer of shares resulting from the repurchase is a material transaction, the Public Company is only required to fulfill this Financial Services Authority Regulation.

Article 30

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, by virtue of their position or profession or because of their business relationship with the Public Company, allow such persons to obtain insider information; or
c. parties who in the last 6 (six) months are no longer parties as referred to in letters a or b,
are prohibited from conducting transactions over the shares of the Public Company on the same day as the repurchase of shares or the sale of shares resulting from the repurchase conducted by the Public Company through the Stock Exchange.

Article 31

(1) In the event that the time limit for submitting information disclosure as referred to in Article 7 paragraph (2) and Article 23, or reporting as referred to in Article 12, falls on a holiday, the submission of information disclosure or reporting must be submitted at the latest on 1 (one) working day following. (2) In the event that a Public Company submits information disclosure or reporting past the time limit as referred to in Article 7 paragraph (2), Article 23, and Article 12, the calculation of the number of days of delay in submitting information disclosure or reporting is calculated from the first day after the final time limit for submitting information disclosure or reporting as referred to in Article 7 paragraph (2), Article 23, and Article 12.

CHAPTER VI

SANCTION PROVISIONS

Article 32

(1) Without prejudice to criminal provisions in the capital market sector, the Financial Services Authority has the authority to impose administrative sanctions on any party that violates the provisions of this Financial Services Authority Regulation, including parties who cause the violation to occur, in the form of:
a. written warning; b. fine, 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; and/or g. cancellation of registration.
(2) Administrative sanctions as referred to in paragraph (1) letters b, c, d, e, f, or g may be imposed with or without prior imposition of administrative sanctions in the form of a written warning as referred to in paragraph (1) letter a. (3) Administrative sanctions in the form of a fine as referred to in paragraph (1) letter b may be imposed separately or together with the imposition of administrative sanctions as referred to in paragraph (1) letters c, d, e, f, or g.

Article 33

In addition to administrative sanctions as referred to in Article 32 paragraph (1), the Financial Services Authority may take certain actions against any party that violates the provisions of this Financial Services Authority Regulation.

Article 34

The Financial Services Authority may announce the imposition of administrative sanctions as referred to in Article 32 paragraph (1) and certain actions as referred to in Article 33 to the public.

CHAPTER VII

CLOSING PROVISIONS

Article 35

At the time this Financial Services Authority Regulation comes into force, the Decision of the Chairman of the Capital Market and Financial Institution Supervisory Board Number Kep-105/PM/2010 concerning the Repurchase of Shares Issued by Issuers or Public Companies, along with Regulation Number XI.B.2 which is its appendix, is revoked and declared invalid.

Article 36

This Financial Services Authority Regulation comes into force on the date of its promulgation.

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

To ensure everyone knows 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 June 21, 2017
CHAIRMAN OF THE COMMISSIONERS' COUNCIL
FINANCIAL SERVICES AUTHORITY, signed
MULIAMAN D. HADAD

Promulgated in Jakarta on June 22, 2017
MINISTER OF LAW AND HUMAN RIGHTS
REPUBLIC OF INDONESIA, signed
YASONNA H. LAOLY

STATE GAZETTE OF THE REPUBLIC OF INDONESIA YEAR 2017 NUMBER 130

EXPLANATION
OF
FINANCIAL SERVICES AUTHORITY REGULATION
NUMBER 30 /POJK.04/2017
CONCERNING
THE REPURCHASE OF SHARES ISSUED BY PUBLIC COMPANIES

I. GENERAL

That since December 31, 2012, the functions, duties, and authority for the regulation and supervision of financial services activities in the capital market sector, insurance, pension funds, financing institutions, and other financial service institutions have shifted from the Minister of Finance and the Capital Market and Financial Institution Supervisory Board to the Financial Services Authority.

In relation to the above, it is necessary to reorganize the existing regulatory structure, particularly those related to the capital market sector, by converting Capital Market and Financial Institution Supervisory Board Regulations related to the capital market sector into Financial Services Authority Regulations. This reorganization is conducted so that there is a Financial Services Authority Regulation related to the capital market sector that is consistent with Financial Services Authority Regulations in other sectors.

Based on the background thinking and aspects mentioned, it is necessary to replace the provisions of legislation in the capital market sector regulating the repurchase of shares issued by Public Companies, namely the Decision of the Chairman of the Capital Market and Financial Institution Supervisory Board Number Kep-105/PM/2010 concerning the Repurchase of Shares Issued by Issuers or Public Companies, along with Regulation Number XI.B.2 which is its appendix, into

II. ARTICLE BY ARTICLE

Article 1
It is clear enough.

Article 2
It is clear enough.

Article 3
It is clear enough.

Article 4
The term “openness principle” refers to general guidelines requiring 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 their Securities that may influence investors' decisions regarding such Securities and/or the price of such Securities.

Article 5
It is clear enough.

Article 6
It is clear enough.

Article 7
It is clear enough.

Article 8
It is clear enough.

Article 9
It is clear enough.

Article 10
It is clear enough.

Article 11
It is clear enough.

Article 12
It is clear enough.

Article 13
It is clear enough.

Article 14
It is clear enough.

Article 15
It is clear enough.

Article 16
It is clear enough.

Article 17
Letter a
It is clear enough.

Letter b
It is clear enough.

Letter c
In practice, the “employee and/or director and board of commissioners share ownership program” is known by the terms employee stock option plan, management stock option plan, employee stock purchase plan, or management stock purchase plan.

Letter d
It is clear enough.

Article 18
It is clear enough.

Article 19
It is clear enough.

Article 20
It is clear enough.

Article 21
It is clear enough.

Article 22
It is clear enough.

Article 23
It is clear enough.

Article 24
It is clear enough.

Article 25
It is clear enough.

Article 26
It is clear enough.

Article 27
It is clear enough.

Article 28
Affiliate transactions and conflicts of interest refer to provisions of capital market legislation governing affiliate transactions and conflicts of interest in certain transactions.

Article 29
Material transactions refer to provisions of capital market legislation governing material transactions and changes in main business activities.

Article 30
It is clear enough.

Article 31
It is clear enough.

Article 32
It is clear enough.

Article 33
The term “specific actions” includes, among others, the postponement of the issuance of an effective statement for a registration statement in the context of a Public Offering.

Article 34
It is clear enough.

Article 35
It is clear enough.

Article 36
It is clear enough.

SUPPLEMENT TO THE STATE GAZETTE OF THE REPUBLIC OF INDONESIA NUMBER 6077

APPENDIX
FINANCIAL SERVICES AUTHORITY REGULATION NUMBER 30/POJK.04/2017 CONCERNING THE REPURCHASE OF SHARES ISSUED BY PUBLIC COMPANIES

FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA

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

SHARE REPURCHASE EXECUTION REPORT
PT. .................................
Date ....................... to .......................
No.

Date	Transaction	Number of Shares Purchased	Average Purchase Price (Rp.)	Percentage of Nominal Value of Shares Purchased from Total Nominal Value of Shares to be Purchased in accordance with the General Meeting of Shareholders	Remaining Share Repurchase Budget

Jakarta, ............................. 20......
Public Company
Director

Decreed in Jakarta on 21 June 2017

CHAIRMAN OF THE BOARD OF COMMISSIONERS
FINANCIAL SERVICES AUTHORITY, signed
MULIAMAN D. HADAD