FINANCIAL SERVICES AUTHORITY REGULATION

NUMBER 31 /POJK.04/2015

ON

DISCLOSURE OF MATERIAL INFORMATION OR FACTS BY ISSUERS

OR PUBLIC COMPANIES

BY THE GRACE OF GOD THE ALMIGHTY,

THE COMMISSIONERS OF THE FINANCIAL SERVICES AUTHORITY,

Considering: that in order to improve the quality of disclosure by Issuers or Public Companies, particularly regarding Material Information or Facts, it is necessary to refine regulations concerning the Disclosure of Information that Must Be Immediately Announced to the Public by establishing a Financial Services Authority Regulation on Disclosure of Material Information or Facts by Issuers or Public Companies;

Recalling: 1. Law Number 8 of 1995 concerning Capital Markets (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);

THE FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA

RESOLVES:

Determining: FINANCIAL SERVICES AUTHORITY REGULATION ON DISCLOSURE OF MATERIAL INFORMATION OR FACTS BY ISSUERS OR PUBLIC COMPANIES.

CHAPTER I

GENERAL PROVISIONS

Article 1

Material Information or Facts are important and relevant information or facts regarding events, occurrences, or facts that can influence the price of Securities on the Stock Exchange and/or the decision of investors, prospective investors, or other parties interested in such information or facts.

CHAPTER II

OBLIGATIONS FOR SUBMISSION AND TYPES OF MATERIAL INFORMATION OR FACTS

Article 2

(1) Issuers or Public Companies are required to submit reports on Material Information or Facts to the Financial Services Authority and to announce Material Information or Facts to the public. (2) Material Information or Facts in the reports and announcements referred to in paragraph (1) must contain at least:
a. the date of the event; b. the type of Material Information or Fact;
c. a description of the Material Information or Fact; and
d. the impact of the event of the Material Information or Fact.
(3) The submission of reports and announcements as referred to in paragraph (1) is carried out as soon as possible, at the latest by the end of the 2nd (second) working day after the existence of the Material Information or Fact.

Article 3

(1) Reports on Material Information or Facts to the Financial Services Authority as referred to in Article 2 paragraph (1) are prepared using the format of the Report on Material Information or Facts as contained in the Appendix, which is an integral part of this Financial Services Authority Regulation. (2) Reports on Material Information or Facts to the Financial Services Authority prepared in accordance with the format of the Report on Material Information or Facts as referred to in paragraph (1) are carried out by members of the Board of Directors or the Company Secretary of the Issuer or Public Company, provided they are given written authority by the Board of Directors.

Article 4

(1) Announcements of Material Information or Facts as referred to in Article 2 paragraph (1) for Issuers or Public Companies whose shares are listed on the Stock Exchange must be made at least through:
a. The Website of the Issuer or Public Company, in Indonesian and foreign languages, with the requirement that the foreign language used is at least English; and b. The Website of the Stock Exchange or 1 (one) daily newspaper in Indonesian with national circulation. (2) Announcements as referred to in Article 2 paragraph (1) for Issuers or Public Companies whose shares are not listed on the Stock Exchange must be made at least through:
a. The Website of the Issuer or Public Company, in Indonesian and foreign languages, with the requirement that the foreign language used is at least English; and b. 1 (one) daily newspaper in Indonesian with national circulation. (3) Announcements using foreign languages as referred to in paragraph (1) letter a and paragraph (2) letter a must contain the same information as the information in the announcements using the Indonesian language. (4) In the event of differing interpretations of information announced in a foreign language compared to that announced in the Indonesian language as referred to in paragraph (3), the information used as the reference is the information in the Indonesian language.

Article 5

If Material Information or Facts have not been reported to the Financial Services Authority and announced to the public but are already known by parties other than insiders, Issuers or Public Companies are required to, as soon as possible, submit reports on the Material Information or Facts in question to the Financial Services Authority and announce them to the public with the following provisions:
a. if the Issuer or Public Company learns that the Material Information or Fact is known by other parties on a working day, the Issuer or Public Company is required to submit the report on the Material Information or Fact in question to the Financial Services Authority and announce it to the public on that working day; or b. if the Issuer or Public Company learns that the Material Information or Fact is known by other parties on a holiday, the Issuer or Public Company is required to submit the report on the Material Information or Fact in question to the Financial Services Authority and announce it to the public on the first working day after that holiday.

Article 6

Material Information or Facts as referred to in Article 2 paragraph (1) include:
a. business mergers, business separations, business consolidations, or the formation of joint ventures; b. the submission of offers for the purchase of securities of other companies;
c. the purchase or sale of company shares that are material in value;
d. stock splits or stock consolidations; e. the distribution of interim dividends; f. the delisting and relisting of shares on the Stock Exchange; g. income in the form of extraordinary dividends; h. the acquisition or loss of important contracts;
i. new discoveries or new products that add value to the company;
j. additional sales of securities to the public or in a limited manner that are material in volume; k. changes in control, whether direct or indirect, over the Issuer or Public Company;
l. changes in members of the Board of Directors and/or members of the Board of Commissioners;
m. the repurchase or payment of Debt Securities and/or Sukuk; n. the purchase or sale of assets that are important; o. labor disputes that can disrupt company operations; p. legal cases against the Issuer or Public Company and/or members of the Board of Directors and members of the Board of Commissioners of the Issuer or Public Company that have a material impact; q. the replacement of the Auditor currently tasked with auditing the Issuer or Public Company; r. the replacement of the Trustee; s. the replacement of the Securities Administration Bureau; t. changes in the fiscal year of the Issuer or Public Company; u. changes in the reporting currency used in financial reports;
v. the Issuer or Public Company is under special supervision by the relevant regulator that can affect the continuity of the business of the Issuer or Public Company;
w. restrictions on the business activities of the Issuer or Public Company by the relevant regulator;
x. changes or failure to achieve published financial projections, materially;
y. the occurrence of events that will cause an increase in financial obligations or a decrease in the income of the Issuer or Public Company, materially; z. debt restructuring; aa. the cessation or closure of part or all of a business segment; bb. impacts that are material to the Issuer or Public Company due to force majeure events; and/or
c. other Material Information or Facts.

Article 7

(1) In the event that Material Information or Facts as referred to in Article 6, other than letters d, e, f, r, and s, occur in a controlled company whose financial reports are consolidated with the Issuer or Public Company, and the controlled company is not an Issuer or Public Company, the Issuer or Public Company is required to submit reports to the Financial Services Authority and announce the Material Information or Facts in question to the public as referred to in Article 2 paragraph (1). (2) In the event that Material Information or Facts as referred to in Article 6 occur in a controlled company whose financial reports are consolidated with the Issuer or Public Company and which is an Issuer or Public Company, the obligation to submit reports to the Financial Services Authority and announce Material Information or Facts to the public as regulated in Article 2 paragraph (1) applies only to the controlled company.

Article 8

In the event that an Issuer or Public Company has already submitted reports to the Financial Services Authority and announced Material Information or Facts to the public in order to fulfill other Financial Services Authority Regulations, that Issuer or Public Company is considered to have fulfilled the reporting obligation to the Financial Services Authority and the obligation to announce Material Information or Facts to the public under this Financial Services Authority Regulation.

CHAPTER III

SANCTION PROVISIONS

Article 9

(1) Without prejudice to criminal provisions in the field of Capital Markets, 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 warnings; b. fines, namely the obligation to pay a certain amount of money;
c. restrictions on business activities;
d. suspension of business activities; e. revocation of business licenses; f. cancellation of approvals; and g. cancellation of registrations.
(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 written warnings as referred to in paragraph (1) letter a. (3) Administrative sanctions in the form of fines 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 10

In addition to administrative sanctions as referred to in Article 9 paragraph (1), the Financial Services Authority may take specific actions against any party that violates the provisions of this Financial Services Authority Regulation.

Article 11

The Financial Services Authority may announce the imposition of administrative sanctions as referred to in Article 9 paragraph (1) and specific actions as referred to in Article 10 to the public.

CHAPTER IV

CLOSING PROVISIONS

Article 12

At the time this Financial Services Authority Regulation takes effect, the Decision of the Head of Bapepam Number: KEP86/PM/1996 dated January 24, 1996 concerning Disclosure of Information That Must Be Immediately Announced to the Public, along with Regulation Number X.K.1 which is its appendix, is repealed and declared invalid.

Article 13

Provisions of other legislation related to the disclosure of Material Information or Facts remain applicable to Issuers or Public Companies as long as they do not conflict with the provisions in this Financial Services Authority Regulation.

Article 14

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

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

Determined in Jakarta on December 16, 2015

CHAIRMAN OF THE BOARD OF COMMISSIONERS
FINANCIAL SERVICES AUTHORITY,

signed

MULIAMAN D. HADAD

Promulgated in Jakarta on December 22, 2015

MINISTER OF LAW AND HUMAN RIGHTS
REPUBLIC OF INDONESIA,

signed

YASONNA H. LAOLY

STATE GAZETTE OF THE REPUBLIC OF INDONESIA YEAR 2015 NUMBER 306

A copy in accordance with the original
Director of Law 1
Ministry of Law

signed

Sudarmaji

EXPLANATION

OF

FINANCIAL SERVICES AUTHORITY REGULATION

NUMBER 31 /POJK.04/2015

ON

DISCLOSURE OF MATERIAL INFORMATION OR FACTS BY ISSUERS

OR PUBLIC COMPANIES

I. GENERAL

As regulated in Law Number 8 of 1995 concerning Capital Markets, Issuers or Public Companies are required to disclose Material Information or Facts in order to fulfill the principle of information disclosure, which is of great importance to the public as a consideration for making investment decisions.

In connection with the fulfillment of information disclosure, Issuers or Public Companies are required to submit reports on the disclosure of Material Information or Facts to the Financial Services Authority and to announce the disclosure of Material Information or Facts to the public.

This Financial Services Authority Regulation regulates the obligation to submit the disclosure of Material Information or Facts and the types of information that must be submitted by Issuers or Public Companies, thereby providing guidelines for Issuers or Public Companies regarding Material Information or Facts that must be reported to the Financial Services Authority and announced to the public. With the establishment of this Financial Services Authority Regulation, it is hoped that investor interests can be further protected and the quality of disclosure of Material Information or Facts can continue to be improved.

II. ARTICLE BY ARTICLE

Article 1

Sufficiently clear.

Article 2

Sufficiently clear.

Article 3

Paragraph (1)
Sufficiently clear.

Paragraph (2)
The Company Secretary of the Issuer or Public Company is the Company Secretary as referred to in Financial Services Authority Regulation Number 35/POJK.04/2014 concerning the Company Secretary of Issuers or Public Companies.

Article 4

Sufficiently clear.

Article 5

The term "insiders" refers to:
a. commissioners, directors, or employees of the Issuer or Public Company; b. major shareholders of the Issuer or Public Company;
c. individuals who, due to their position or profession, or due to their business relationship with the Issuer or Public Company, enable them to obtain insider information; or
d. Parties who, within the last 6 (six) months, are no longer Parties as referred to in letters a, b, or c above.

Major shareholders as referred to in letter b above are Parties who, directly or indirectly, hold at least 20% (twenty percent) of the voting rights of all issued shares with voting rights of a Company or a smaller amount as determined by the Financial Services Authority.

The term "position" in the explanation of letter c refers to a position in a government agency, institution, or body.

The term "business relationship" in the explanation of letter c refers to employment or partnership relationships in business activities, including customer, supplier, contractor, client, and creditor relationships.

Article 6

Letter a
Sufficiently clear.

Letter b
Sufficiently clear.

Letter c
Sufficiently clear.

Letter d
Sufficiently clear.

Letter e
Sufficiently clear.

Letter f
Sufficiently clear.

Letter g
Examples of "Income in the form of extraordinary dividends":

1. The amount of dividends obtained is very material compared to the Company's net profit.
2. The amount of dividends obtained is significantly larger or smaller compared to previous years.

Letter h
Sufficiently clear.

Letter i
Sufficiently clear.

Letter j
Sufficiently clear.

Letter k
Sufficiently clear.

Letter l
Sufficiently clear.

Letter m
Sufficiently clear.

Letter n
Sufficiently clear.

Letter o
Sufficiently clear.

Letter p
Sufficiently clear.

Letter q
Sufficiently clear.

Letter r
Sufficiently clear.

Letter s
Sufficiently clear.

Letter t
Sufficiently clear.

Letter u
Sufficiently clear.

Letter v
Sufficiently clear.

Letter w
Sufficiently clear.

Letter x
Sufficiently clear.

Letter y
Sufficiently clear.

Letter z
Sufficiently clear.

Letter aa
Sufficiently clear.

Letter bb
Force majeure events are also known as the term force majeure (overmacht/force majeure).

Letter cc
Sufficiently clear.

Article 7

Paragraph (1)
The term "controlled company" in this paragraph refers to a company controlled directly or indirectly by the Issuer or Public Company.

Paragraph (2)
The term "controlled company" in this paragraph refers to a company controlled directly or indirectly by the Issuer or Public Company.

Article 8

Sufficiently clear.

Article 9

Sufficiently clear.

Article 10

The term "specific actions" includes, for example:
a. postponement of the issuance of an effectiveness statement, for example, an effectiveness statement for business mergers, business consolidations; and b. postponement of the issuance of a Financial Services Authority statement that there are no further responses to documents submitted to the Financial Services Authority in the context of capital increases with Preemptive Rights for Open Companies.

Article 11

Sufficiently clear.

Article 12

Sufficiently clear.

Article 13

Sufficiently clear.

Article 14

Sufficiently clear.

SUPPLEMENT TO THE STATE GAZETTE OF THE REPUBLIC OF INDONESIA NUMBER 5780