FINANCIAL SERVICES AUTHORITY REGULATION

NUMBER 32/POJK.04/2015

CONCERNING

CAPITAL INCREASE OF PUBLIC COMPANIES BY ISSUING PREEMPTIVE RIGHTS

BY THE GRACE OF GOD THE ALMIGHTY,

THE COMMISSIONERS OF THE FINANCIAL SERVICES AUTHORITY,

Considering: that in order to meet the needs of Public Companies in capital increases by issuing Preemptive Rights and to improve the quality of information disclosure to the public, it is necessary to perfect regulations regarding the implementation of capital increases of Public Companies that grant Preemptive Rights to shareholders by establishing a Financial Services Authority Regulation concerning Capital Increase of Public Companies by Issuing Preemptive Rights;

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);

THE FINANCIAL SERVICES AUTHORITY
OF THE REPUBLIC OF INDONESIA

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THE REPUBLIC OF INDONESIA

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RESOLVING:

Determining: FINANCIAL SERVICES AUTHORITY REGULATION CONCERNING CAPITAL INCREASE OF PUBLIC COMPANIES BY ISSUING PREEMPTIVE RIGHTS.

CHAPTER I

GENERAL PROVISIONS

Article 1

In this Financial Services Authority Regulation, the following terms are defined as:

1. Preemptive Rights, hereinafter abbreviated as HMETD, are rights attached to shares that provide the opportunity for the respective shareholders to purchase shares and/or other Equity-like Securities, whether convertible into shares or granting the right to purchase shares, before they are offered to other Parties.
2. Public Company means an Issuer that has conducted a Public Offering of Equity-like Securities or a Public Company.
3. Standby Buyer means a Party that will purchase either part or all of the remaining shares and/or other Equity-like Securities not taken by HMETD holders.
4. Warrants are Securities issued by a company that grant the right to the holder of the Securities to order shares from that company at a specific price after 6 (six) months from the date the Securities are issued.
5. General Meeting of Shareholders, hereinafter abbreviated as RUPS, is the organ of the Public Company that has authority not granted 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.

Article 2

If a Public Company intends to increase capital through the issuance of shares and/or other Equity-like Securities, whether convertible into shares or granting the right to purchase shares, such Public Company is required to provide HMETD to every shareholder according to a specific ratio relative to their percentage of share ownership.

Article 3

The obligation to provide HMETD in the issuance of shares and/or other Equity-like Securities as referred to in Article 2 does not apply if the Public Company issues shares in the form of:
a. Bonus Shares which are Stock Dividends resulting from Capitalized Retained Earnings; and/or b. Bonus Shares which are not Stock Dividends resulting from share premium or other equity elements capitalized into capital.

Article 4

HMETD is a right that can be transferred and evidenced by:
a. ownership records in the shareholder list of the Public Company or the Securities Administration Bureau; b. HMETD certificates issued by the Public Company to shareholders registered on a specific date;
c. HMETD coupons detachable from share certificates; or
d. confirmation or securities account reports issued by the Custodian.

Article 5

(1) Capital increases by issuing HMETD conducted by Public Companies having more than 1 (one) classification of shares are subject to the following provisions:
a. if the share issuance is conducted proportionally in each share classification, shareholders must be given HMETD according to a specific ratio relative to their percentage of share ownership in each respective share classification; or b. if the share issuance:

1. is conducted only on 1 (one) share classification;
2. is conducted on all share classifications but not proportionally; or
3. is conducted through a Public Offering of other Equity-like Securities, whether convertible into shares or granting the right to purchase shares,
   shareholders must be given HMETD according to their percentage of share ownership in the Public Company.
   (2) The Capital Increase as referred to in paragraph (1) must be approved by shareholders representing the majority of shares in each share classification.

Article 6

In the event that the capital increase is accompanied by the issuance of Warrants, the number of Warrants to be issued and Warrants already in circulation must not exceed 35% (thirty-five percent) of the number of shares placed and fully paid at the time the Registration Statement is submitted to the Financial Services Authority.

Article 7

Public Companies are prohibited from adjusting the number of Warrants as referred to in Article 6, except in the event of stock splits or stock consolidations.

CHAPTER II

CAPITAL INCREASE REQUIREMENTS

Article 8

(1) In conducting capital increases by issuing HMETD, Public Companies must meet the following provisions:
a. having obtained approval from the RUPS; b. having submitted the Registration Statement and supporting documents to the Financial Services Authority; and
c. the Registration Statement as referred to in letter b has become effective.
(2) The convening of the RUPS as referred to in paragraph (1) letter a must be conducted in accordance with provisions regulated in the Financial Services Authority Regulation concerning the Plan and Conduct of General Meetings of Shareholders of Public Companies and the Articles of Association of the Public Company. (3) The time period between the date of RUPS approval as referred to in paragraph (1) letter a and the effectiveness of the Registration Statement must not exceed 12 (twelve) months.

Article 9

(1) In the event that payment for shares is made in forms other than cash, such non-cash payments must meet the following provisions:
a. being directly related to the planned use of funds; and b. using an Appraiser to determine the fair value of the non-cash forms used as payment and the fairness of the transaction for payment of shares in non-cash forms; (2) The time period between the date of valuation and the date of payment for shares in non-cash forms as referred to in paragraph (1) must be at most 6 (six) months.

Article 10

In the event that payment for shares is in the form of claims against the Public Company compensated as share payments, such claims must already be included in the latest audited financial statements of the Public Company by an Accountant.

Article 11

Payment for shares in non-cash forms as referred to in Article 9 and payment for shares in the form of claims as referred to in Article 10 must comply with other legislation regulating payment for shares in non-cash forms and compensation of claims as share payments.

CHAPTER III

USE OF FUNDS

Article 12

If a Public Company intends to conduct a capital increase where the use of funds is for transactions with a specific established value, such capital increase must include a Standby Buyer who guarantees to purchase the remaining shares and/or other Equity-like Securities at no lower than the offering price of the shares and/or other Equity-like Securities not exercised by HMETD holders.

Article 13

In the event that part or all of the funds from the capital increase by issuing HMETD are used for Affiliate Transactions and/or Transactions containing Conflicts of Interest, the Public Company must comply with the provisions of this Financial Services Authority Regulation and other capital market sector legislation regulating Affiliate Transactions and Conflicts of Interest in Certain Transactions.

Article 14

(1) In the event that part or all of the funds from the capital increase by issuing HMETD are used for Material Transactions, the Public Company must comply with capital market sector legislation regulating Material Transactions and Changes in Main Business Activities. (2) In the event that part or all of the funds from the capital increase by issuing HMETD are used for Material Transactions requiring RUPS approval, and at the time of the RUPS as referred to in Article 8 paragraph (1) letter a, the Public Company has not yet met the provisions of capital market sector legislation regulating Material Transactions and Changes in Main Business Activities, even if information disclosure regarding the Material Transaction has been fully disclosed in the Prospectus used for the Public Offering for capital increase by issuing HMETD, the Public Company is required to hold a RUPS to obtain approval for such Material Transaction.

CHAPTER IV

INFORMATION DISCLOSURE IN GENERAL MEETING OF SHAREHOLDERS

Article 15

(1) Public Companies conducting capital increases by issuing HMETD to shareholders must announce information regarding the plan for capital increase by issuing HMETD to shareholders no later than simultaneously with the RUPS announcement, meeting Transparency Principles at least containing:
a. the maximum amount of planned share issuance by issuing HMETD including accompanying Securities; b. the estimated period for implementing the capital increase if it can be determined;
c. an analysis regarding the impact of the capital increase on financial conditions and shareholders;
d. a general outline of the use of funds; and e. information regarding share payments in non-cash forms, including information regarding the valuation results as referred to in Article 9 paragraph (1) letter b (if any). (2) The announcement as referred to in paragraph (1) must be conducted at least through:
a. 1 (one) daily newspaper in Indonesian with national circulation or the Stock Exchange Website; and b. the Public Company's Website.
(3) Evidence of the announcement as referred to in paragraph (1) letter a must be submitted to the Financial Services Authority no later than 2 (two) working days after the announcement.

Article 16

In the event of changes to matters decided by the RUPS in the context of capital increase by issuing HMETD, the Public Company is required to hold a RUPS again to approve such changes before the Public Company submits the Registration Statement for capital increase by issuing HMETD to the Financial Services Authority.

CHAPTER V

REGISTRATION STATEMENT

Article 17

The Registration Statement for capital increase by issuing HMETD to the Financial Services Authority must follow capital market sector legislation regulating General Provisions for Submission of Registration Statements.

Article 18

In the context of submitting the Registration Statement as referred to in Article 17, Public Companies must submit documents at least consisting of:
a. a cover letter in the format and content as specified in the Cover Letter format for the Registration Statement as contained in the Appendix which is an integral part of this Financial Services Authority Regulation; b. the Prospectus; and
c. other documents as part of the Registration Statement.

Article 19

Other documents as referred to in Article 18 letter c must at least include:
a. a statement letter from the Standby Buyer stating that the Standby Buyer has sufficient funds and is able to fulfill its obligations in the remaining Securities purchase agreement, if there is a Standby Buyer; b. a statement letter from the major shareholder of the Public Company stating that the major shareholder has sufficient funds and is able to exercise the HMETD held, if the major shareholder commits to taking shares issued by the Public Company through the exercise of HMETD obtained based on the proportion of the major shareholder's share ownership;
c. a statement letter from the major shareholder stating that the major shareholder will transfer the HMETD to be obtained based on the proportion of the major shareholder's share ownership to another party, if there is a major shareholder who will transfer the HMETD held;
d. a statement letter from the party receiving the transfer of HMETD from the major shareholder as referred to in letter c stating that the party has sufficient funds to exercise the HMETD obtained from the major shareholder, if the party commits to taking shares issued by the Public Company through the exercise of HMETD obtained from the major shareholder; e. proof of fund sufficiency from each party to support each statement letter as referred to in letter a, letter b, and letter d; f. the schedule plan for capital increase by issuing HMETD; g. an agreement regarding the purchase of remaining Securities (if any); h. in the context of issuing HMETD for Debt-like Securities that can or must be converted:

1. Trust Deed;
2. Guarantee agreement (if any); and
3. Securities rating results, except for Debt-like Securities that must be converted into shares;
   i. interim financial reports audited by an Accountant with provisions:
4. if the latest annual financial report submitted to the Financial Services Authority will be older than 6 (six) months at the time the Registration Statement becomes effective; and
5. the time period between the date of the audited interim financial report and the effectiveness of the Registration Statement is not more than 6 (six) months;
   j. Comfort Letter as regulated in capital market sector legislation regulating Guidelines for Preparing Comfort Letters; k. management statement letter in the accounting field as regulated in capital market sector legislation regulating Guidelines for Preparing Management Statement Letters in the Accounting Field;
   l. supporting documents regarding financial forecasts and/or projections along with Accountant reports on financial projections, if disclosed in the Prospectus;
   m. examination reports and legal opinions regarding the legal aspects of the capital increase by issuing HMETD including the use of funds; n. letter of withdrawal of restrictions that may harm public shareholder interests from creditors; o. a statement from the Public Company in the format and content as specified in the Statement Letter format as contained in the Appendix which is an integral part of this Financial Services Authority Regulation; p. supporting capital market profession statements in the format and content as specified in the Statement Letter format as contained in the Appendix which is an integral part of this Financial Services Authority Regulation; q. other documents that must be submitted in the event of share payments in non-cash forms are:
6. Appraiser reports as referred to in Article 9 paragraph (1) letter b;
7. examination reports and legal opinions on the object of payment; and
8. audited financial reports of other companies that are the object of payment for the last 2 (two) years or since establishment, in the event the object of payment is shares of another company; and
   r. other information as requested by the Financial Services Authority deemed necessary in the review of the Registration Statement, provided it can be disclosed to the public without harming the interests of the Public Company.

Article 20

The Financial Services Authority may request information and/or other documents that are not part of the Registration Statement and are not intended for public disclosure because they may harm the interests of the Public Company or Affiliated Parties of the Public Company, including:
a. photocopies of Taxpayer Identification Numbers (NPWP) from members of the Board of Directors, members of the Board of Commissioners, and major shareholders; b. photocopies of Identity Cards from members of the Board of Directors, members of the Board of Commissioners, and individual major shareholders who are Indonesian citizens or articles of association or by-laws or equivalents and photocopies of management identity, if the major shareholder is a non-individual;
c. photocopies of passports or other identity proofs from members of the Board of Directors, members of the Board of Commissioners, and individual major shareholders who are Foreign Citizens or articles of association or by-laws or equivalents and photocopies of management identity, if the major shareholder is a non-individual;
d. statement letters from parties assisting in the preparation of the Prospectus:

1. statement letters approving the inclusion of their names in the Prospectus; and/or
2. withdrawal letters in the event the party withdraws their approval;
   e. stamped statement letters from members of the Board of Directors and members of the Board of Commissioners regarding involvement or non-involvement in legal cases; f. other information supporting the sufficiency and accuracy of disclosures required in the context of capital increase by issuing HMETD (if any); and/or g. other necessary documents that are not part of the Registration Statement and are not intended for public disclosure because they may harm the interests of the Public Company or Affiliated Parties of the Public Company.

Article 21

(1) Public Companies are required to announce information simultaneously with the submission of the Registration Statement, at least containing:
a. full name of the Public Company, headquarters address, telephone, Website, facsimile, post box (if any), and email; b. description of Securities issued in the execution of HMETD;
c. date and result of the RUPS decision approving the capital increase by issuing HMETD;
d. record date for shareholders entitled to HMETD on the shareholder list or coupon number to determine HMETD; e. the last date for the execution of HMETD and information that HMETD not exercised on that date is no longer valid, and the last date for payment of shares and/or other Equity-like Securities in the execution of HMETD; f. the trading period for HMETD; g. the share price and/or other Equity-like Securities price at the time of execution by HMETD holders paying for the shares and/or other Equity-like Securities, or indication of price and/or method of determining the share price and/or other Equity-like Securities price at the time of execution of HMETD by paying for the shares and/or other Equity-like Securities, in the event the execution price cannot yet be determined; h. the HMETD ratio for shares or indication of HMETD ratio for shares in the event the ratio cannot yet be determined;
i. description regarding the treatment of fractional HMETD;
j. the Warrant ratio with shares to be issued or indication of Warrant ratio with shares to be issued, in the event the Warrant ratio cannot yet be determined; k. the procedure for ordering shares and/or other Equity-like Securities issued in the capital increase by issuing HMETD;
l. description regarding the procedure for transferring HMETD;
m. description regarding the treatment of shares and/or other Equity-like Securities issued in the capital increase by issuing HMETD not taken by entitled parties; n. the procedure for issuing and delivering HMETD evidence as well as shares and/or other Equity-like Securities; o. the name of the Stock Exchange where HMETD and the underlying shares (if any) are listed and traded; p. information regarding the Public Company's plan to issue shares and/or other Equity-like Securities within 12 (twelve) months after the effective date (if any); q. a statement indicating whether major shareholders will exercise or not exercise the HMETD held and information on the name of the party receiving the transfer of HMETD (if any); r. information regarding Standby Buyers and/or prospective Controlling Parties of the Public Company (if any) at least including:

1. name of the Standby Buyer and/or prospective Controlling Party of the Public Company;
2. domicile address or headquarters of the Standby Buyer and/or prospective Controlling Party of the Public Company;
3. business field (if any);
4. legal entity status (if any);
5. composition of management and supervisors (if any);
6. capital structure or equivalent information;
7. beneficial owners of the new prospective Controlling Party (if any);
8. source of funds used by the Standby Buyer and/or prospective Controlling Party of the Public Company;
9. nature of Affiliate relationship with the Public Company (if any);
10. information regarding the portion to be taken by the Standby Buyer and/or prospective Controlling Party of the Public Company;
11. description of important requirements of the remaining Securities purchase agreement or approval to purchase Securities by the Standby Buyer; and
12. description of approvals from competent parties (if any).
    s. the dilution impact on shareholders from the issuance of new shares; t. the plan for the use of funds from the capital increase by issuing HMETD; u. a summary of analysis and discussion by management;
    v. information on where the Prospectus can be obtained; and
    w. description regarding payment for shares in non-cash forms at least:
13. information on the object of payment;
14. results of valuation on the fair value of the object of payment and fairness of the payment transaction;
15. name of the party making the payment; and
16. amount of capital payment.
    (2) In the context of issuing HMETD for Debt-like Securities that can or must be converted into shares, in addition to the information as referred to in paragraph (1), Public Companies must add information at least including the following:
    a. rights of holders of Debt-like Securities that can or must be converted into shares; b. nature of Debt-like Securities that can or must be converted into shares;

c. the nature of the debt-type securities that can or must be converted into shares, allowing for early settlement at the choice of the Public Company or the holders of said securities;
d. the price and interest rate of the debt-type securities that can or must be converted into shares, with the provisions:

1. in the event the interest rate is set as floating, the method for determining such floating interest rate must be described; and
2. in the event the exercise price and interest rate of the debt-type securities that can or must be converted into shares cannot yet be determined, an indication of the exercise price and interest rate, and/or the method for determining the exercise price and interest rate, must be disclosed.
   e. the rating result of the debt-type securities that can be converted into shares and the name of the Rating Agency; f. the repayment or installment schedule, including the amount; g. the interest payment schedule; h. the conversion schedule of the debt-type securities into shares;
   i. provisions regarding sinking funds (if any);
   j. the currency denominated as debt and any other alternative currency (if any) used in the issuance of the aforementioned debt-type securities that can or must be converted into shares; and k. the name, head office address, and description of the parties acting as Trustee and Guarantor (if any).

(3) The announcement referred to in paragraph (1) must be carried out at least through:
a. 1 (one) daily newspaper in Indonesian with national circulation or the Stock Exchange Website; and b. The Public Company's Website.

CHAPTER VI
REQUEST FOR CHANGES AND/OR ADDITIONAL INFORMATION

Article 22
(1) The Financial Services Authority may request changes and/or additional information for the purpose of review or disclosure to the public.
(2) In the event the Financial Services Authority requests changes and/or additional information over the Registration Statement and its supporting documents as referred to in paragraph (1), the Registration Statement is deemed resubmitted on the date the changes are submitted to the Financial Services Authority. (3) The Public Company must submit changes and/or additional information over the Registration Statement as referred to in paragraph (1) within a maximum of 10 (ten) working days from the receipt of the request from the Financial Services Authority. (4) The Registration Statement becomes void if, within a maximum of 10 (ten) working days from the receipt of the request from the Financial Services Authority as referred to in paragraph (3), the Public Company does not provide a response. (5) In the event the Financial Services Authority does not request changes and additional information within a period of 45 (forty-five) days after the submission of the Registration Statement or the last changes and additional information over the Registration Statement to the Financial Services Authority, the Registration Statement is deemed to have been submitted completely and to meet the established requirements and procedures.

Article 23
(1) The Public Company is required to announce changes and/or additional information as referred to in Article 22, at the latest 2 (two) working days after the Registration Statement becomes effective in the context of capital increase by issuing Preemptive Rights. (2) The announcement as referred to in paragraph (1) must be carried out at least through:
a. 1 (one) daily newspaper in Indonesian with national circulation or the Stock Exchange Website; and b. The Public Company's Website.

CHAPTER VII
EFFECTIVENESS OF THE REGISTRATION STATEMENT

Article 24
The Registration Statement may become effective by observing the following provisions:
a. based on the passage of time, namely:

1. 45 (forty-five) days from the date the Registration Statement is received completely by the Financial Services Authority; or
2. 45 (forty-five) days from the date of the last change submitted by the Public Company or requested to be fulfilled by the Financial Services Authority; or
   b. based on an effective statement from the Financial Services Authority that no further changes and/or additional information are required.

Article 25
Before the Registration Statement becomes effective, all information regarding the issuance of Preemptive Rights must have been submitted completely to the Financial Services Authority, including certainty of the share exercise price and/or other Equity-type Securities.

CHAPTER VIII
RECORDING, TRADING, AND DISTRIBUTION OF PREEMPTIVE RIGHTS

Article 26
In the event the shares and/or other Equity-type Securities underlying the Preemptive Rights are recorded on the Stock Exchange, the Public Company is required to record said Preemptive Rights on the same Stock Exchange.

Article 27
The Stock Exchange is required to automatically record Preemptive Rights related to recorded securities without additional recording fees.

Article 28
In the event the Equity-type Securities issued from the exercise of Preemptive Rights differ from the Equity-type Securities underlying the Preemptive Rights and differ from other Equity-type Securities of the Public Company that have already been recorded on the Stock Exchange, said Equity-type Securities are not required to be recorded on the Stock Exchange.

Article 29
Preemptive Rights recorded on the Stock Exchange may also be traded outside the Stock Exchange.

Article 30
Shareholders of the Public Company entitled to Preemptive Rights as referred to in Article 21 paragraph (1) letter d are shareholders recorded on the shareholder list 8 (eight) working days after the Registration Statement becomes effective.

Article 31
Proof of Preemptive Rights must be available and distributed at the latest 1 (one) working day after the date of the shareholder list entitled to Preemptive Rights as referred to in Article 30.

Article 32
The Public Company is required to provide the required Prospectus as part of the Registration Statement for shareholders at the latest at the time of distribution of Preemptive Rights.

Article 33
In the event shareholders have Preemptive Rights in fractional form, the rights to fractional shares and/or other Equity-type Securities in the capital increase by issuing Preemptive Rights must be sold by the Public Company, and the proceeds from the sale must be deposited into the Public Company's account.

Article 34
Trading of Preemptive Rights begins after the end of the distribution of Preemptive Rights and lasts for a minimum of 5 (five) working days and a maximum of 10 (ten) working days after the date the distribution of Preemptive Rights ends.

Article 35
Preemptive Rights certificates as referred to in Article 4 letter b or Preemptive Rights coupons as referred to in Article 4 letter c must be available before the start of and during the trading period as referred to in Article 34.

Article 36
(1) Preemptive Rights may be exercised during the trading period.
(2) Shares and/or other Equity-type Securities resulting from the exercise of Preemptive Rights as referred to in paragraph (1) must be issued and available at the latest 2 (two) working days after the Preemptive Rights are exercised.

Article 37
(1) In the event the exercise of Preemptive Rights occurs, the Public Company is required to provide a receipt as proof that the rights have been exercised.
(2) The receipt as referred to in paragraph (1) must indicate whether the holder of Preemptive Rights or the shareholder intends to order additional shares and/or other Equity-type Securities originating from the Preemptive Rights that were not exercised. (3) The Public Company is required to keep a copy of the receipt as referred to in paragraph (1) containing the amount of additional shares and/or other Equity-type Securities ordered.

CHAPTER IX
ALLOCATION OF ADDITIONAL SHARES AND/OR OTHER EQUITY-TYPE SECURITIES

Article 38
(1) The Public Company is required to allocate shares and/or other Equity-type Securities that were not ordered at the same ordering price to all shareholders who declare interest in purchasing additional shares and/or other Equity-type Securities during the exercise period of the Preemptive Rights. (2) In the event the number of requests for shares and/or other Equity-type Securities that were not ordered as referred to in paragraph (1) exceeds the shares and/or other Equity-type Securities available, said Securities will be allocated proportionally based on the number of Preemptive Rights exercised by each shareholder requesting additional shares and/or other Equity-type Securities based on the ordering price.

Article 39
(1) The orderers of additional shares and/or other Equity-type Securities are required to submit full payment to the Public Company for the additional shares and/or other Equity-type Securities as referred to in Article 38 paragraph (1) at the latest 2 (two) working days after the end of Preemptive Rights trading. (2) The allocation as referred to in Article 38 paragraph (2) is determined in 1 (one) working day after the end of the payment for orders of additional shares and/or other Equity-type Securities. (3) The Public Company is required to refund money for the portion of orders for additional shares and/or other Equity-type Securities that are not fulfilled at the latest 2 (two) working days after the date of allocation.

CHAPTER X
REPORT ON THE EXECUTION OF PREEMPTIVE RIGHTS AND DOCUMENTATION

Article 40
The Public Company is required to appoint an Accountant to conduct a special examination regarding the execution of Preemptive Rights.

Article 41
(1) The report on the examination results regarding the fairness of the execution of Preemptive Rights must be submitted by the Public Company to the Financial Services Authority at the latest 30 (thirty) days after the date the allocation ends. (2) In the event the submission deadline for the report as referred to in paragraph (1) falls on a holiday, the report on the examination results regarding the fairness of the execution of Preemptive Rights must be submitted at the latest on the next 1 (one) working day.

Article 42
The Public Company is required to submit the Prospectus in printed document form to the Financial Services Authority in 5 (five) copies along with its electronic copy at the latest 15 (fifteen) working days after the distribution of Preemptive Rights as referred to in Article 31.

Article 43
After the allocation of Securities as referred to in Article 39 paragraph (2) is completed, all documents related to the execution of Preemptive Rights, including copies of share and/or other Equity-type Securities ordering receipts and payment of orderers, must be kept by the Public Company for a minimum period of 5 (five) years.

CHAPTER XI
OTHER PROVISIONS

Article 44
(1) Unless otherwise determined by the Financial Services Authority, the Stock Exchange is required to record Securities that are the same as the recorded Securities and those arising from:
a. the exercise of Preemptive Rights, Warrants, or Securities that can be converted into shares; b. the issuance of shares originating from the capitalization of Retained Earnings and/or other paid-in capital such as Stock Dividends or Bonus Shares; or
c. stock splits.

(2) Recording fees for Securities arising as a result of the exercise of rights as referred to in paragraph (1) must be based on the same calculation as for similar Securities that apply.

CHAPTER XII
SANCTION PROVISIONS

Article 45
(1) Without prejudice to criminal provisions in the Capital Market sector, the Financial Services Authority is authorized 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 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 being preceded by the imposition of an administrative sanction 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 46
In addition to administrative sanctions as referred to in Article 45 paragraph (1), the Financial Services Authority may take certain actions against any party that violates the provisions of this Financial Services Authority Regulation.

Article 47
The Financial Services Authority may announce the imposition of administrative sanctions as referred to in Article 45 paragraph (1) and certain actions as referred to in Article 46 to the public.

CHAPTER XIII
TRANSITIONAL PROVISIONS

Article 48
For Public Companies that will carry out capital increase by issuing Preemptive Rights and have submitted the meeting agenda regarding capital increase by issuing Preemptive Rights to the Financial Services Authority before the implementation of this Financial Services Authority Regulation, the capital increase by issuing Preemptive Rights by said Public Company shall continue to follow Regulation Number IX.D.1, Appendix of the Decision of the Head of the Capital Market Supervisory Board Number: KEP-26/PM/2003 dated July 17, 2003 concerning Preemptive Rights.

CHAPTER XIV
CLOSING PROVISIONS

Article 49
Upon the implementation of this Financial Services Authority Regulation:

1. The Decision of the Head of the Capital Market Supervisory Board Number: KEP-26/PM/2003 dated July 17, 2003 concerning Preemptive Rights together with Regulation Number IX.D.1 which is its appendix; and
2. The Decision of the Head of the Capital Market Supervisory Board Number KEP-08/PM/2000 dated March 13, 2000 concerning Guidelines Regarding the Form and Content of the Registration Statement in the Context of the Issuance of Preemptive Rights together with Regulation Number IX.D.2 which is its appendix,
   are repealed and declared invalid.

Article 50
Upon the implementation of this Financial Services Authority Regulation, the obligation to include documents of the security rating results in the Registration Statement in the context of a Public Offering for capital increase by issuing Preemptive Rights and the obligation to rate Debt-type Securities with a maturity of more than 1 (one) year that must be converted into shares issued by the Issuer through a Public Offering as regulated in Regulation Number IX.C.11, Appendix of the Decision of the Head of the Capital Market Supervisory Board and Financial Institution Number: KEP-712/BL/2012 dated December 26, 2012 concerning Rating of Debt-type Securities and/or Sukuk, are declared invalid.

Article 51
This Financial Services Authority Regulation comes into force on the date of its promulgation.

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

Determined in Jakarta on December 16, 2015

THE 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 307

A copy in accordance with the original
Director of Law 1
Department of Law signed
Sudarmaji

EXPLANATION
OF
FINANCIAL SERVICES AUTHORITY REGULATION
NUMBER 32 /POJK.04/2015
CONCERNING
CAPITAL INCREASE OF PUBLIC COMPANIES BY ISSUING PREEMPTIVE RIGHTS

I. GENERAL
One of the financing sources for Public Companies is capital increase by issuing Equity-type Securities. Public Companies that will carry out capital increase by issuing Equity-type Securities in the form of shares or the issuance of other Equity-type Securities, whether convertible into shares or granting the right to purchase shares, must offer new shares and/or other Equity-type Securities that can be converted into new shares or grant the right to purchase new shares to existing shareholders first before offering them to other parties.

Before the implementation of this Financial Services Authority Regulation, provisions regarding capital increase by Public Companies by issuing Preemptive Rights to shareholders were regulated in Regulation Number IX.D.1, Appendix of the Decision of the Head of the Capital Market Supervisory Board Number: Kep-26/PM/2003 dated July 17, 2003 concerning Preemptive Rights.

Based on said regulation, the implementation of the General Meeting of Shareholders (GMS) in the context of capital increase by issuing Preemptive Rights can only be carried out after the Registration Statement for the Public Offering in the context of said capital increase has become effective. If the Registration Statement has not become effective, this may result in the postponement of the GMS implementation. This mechanism or process is considered less flexible for Public Companies.

To support Public Companies in carrying out capital increase to meet funding needs in the context of supporting business activities and/or business development, flexibility is required for Public Companies in the process or mechanism for capital increase. Considering this, Regulation Number IX.D.1, Appendix of the Decision of the Head of the Capital Market Supervisory Board Number: Kep-26/PM/2003 dated July 17, 2003 concerning Preemptive Rights and Regulation Number IX.D.2, Appendix of the Decision of the Head of the Capital Market Supervisory Board Number: Kep-08/PM/2000 dated March 13, 2000 concerning Guidelines regarding the Form and Content of the Registration Statement in the Context of the Issuance of Preemptive Rights need to be improved by establishing this Financial Services Authority Regulation.

This Financial Services Authority Regulation, besides aiming to provide flexibility in carrying out capital increase, also aims to improve the quality of information openness to the public investors.

II. ARTICLE BY ARTICLE

Article 1
Clear enough.

Article 2
Clear enough.

Article 3
Clear enough.

Article 4
Letter a
Clear enough.

Letter b
Preemptive Rights certificates are used in the event the Public Company issues shares in scrip form.

Letter c
Preemptive Rights coupons are used in the event the Public Company issues shares in scrip form.

Letter d
Clear enough.

Article 5
Clear enough.

Article 6
Clear enough.

Article 7
Clear enough.

Article 8
Clear enough.

Article 9
Paragraph (1)
Letter a
What is meant by "directly related to the plan for the use of funds" is the deposit for shares in forms other than cash that have the best benefits and value for the Public Company. Example:

1. In accordance with the Public Company's business plan.
2. The Public Company will develop its business and requires the acquisition of specific shares or assets, so what can be deposited is that which is directly related to the development efforts of said Public Company.

Letter b
What is meant by "Appraiser" is the Appraiser as referred to in the Capital Market Law.

Paragraph (2)
Clear enough.

Article 10
Claims that can be used as deposits are claims as referred to in Article 35 of Law Number 40 of 2007 concerning Limited Liability Companies jo. Government Regulation Number 15 of 1999 Concerning Certain Types of Claims That Can Be Compensated as Share Deposits. What is meant by "Accountant" is the Accountant as referred to in the Capital Market Law.

Article 11
Clear enough.

Article 12
What is meant by "certain value that has been determined" is, for example, the Public Company needs funds in a specific amount to acquire Company X, thus requiring a capital increase in a specific amount. What is meant by "remaining shares and/or other Equity-type Securities" is the number of shares and/or other Equity-type Securities that were not exercised by Preemptive Rights holders from the total shares and/or other Equity-type Securities planned to be issued in the capital increase.

Article 13
Upon the implementation of this Financial Services Authority Regulation, the legislation in the Capital Market sector regulating Affiliated Transactions and Conflicts of Interest in Certain Transactions that apply is Regulation Number IX.E.1, Appendix of the Decision of the Head of the Capital Market Supervisory Board and Financial Institution Number: KEP-412/BL/2009 dated November 25, 2009 concerning Affiliated Transactions and Conflicts of Interest in Certain Transactions.

Article 14
Upon the implementation of this Financial Services Authority Regulation, the legislation in the Capital Market sector regulating Material Transactions and changes in Main Business Activities that apply is Regulation Number IX.E.2, Appendix of the Decision of the Head of the Capital Market Supervisory Board and Financial Institution Number: KEP-614/BL/2011 dated November 28, 2011 concerning Material Transactions and Changes in Main Business Activities.

Article 15
Paragraph (1)
Letter a
Examples of Securities accompanying Preemptive Rights are Warrants, so the information that must be disclosed is the maximum number of Preemptive Rights and the maximum number of Warrants.

Letter b
Clear enough.

Letter c
Capital increase in these provisions is capital increase through the issuance of shares, both as the exercise of Preemptive Rights by Preemptive Rights holders and the exercise of accompanying Equity-type Securities into shares by their holders.

Letter d
Clear enough.

Letter e
Clear enough.

Paragraph (2)
Clear enough.

Paragraph (3)
Clear enough.

Article 16
Clear enough.

Article 17
Upon the implementation of this Financial Services Authority Regulation, the legislation in the Capital Market sector regulating general provisions for submitting Registration Statements that apply is Regulation Number IX.A.1, Appendix of the Decision of the Head of the Capital Market Supervisory Board and Financial Institution Number: KEP-690/BL/2011 dated December 30, 2011 concerning General Provisions for Submitting Registration Statements.

Article 18
Letter a
Clear enough.

Letter b
The form and content of the Prospectus in this Financial Services Authority Regulation are as regulated in the Financial Services Authority Regulation concerning the Form and Content of the Prospectus in the Context of Capital Increase of Public Companies by Issuing Preemptive Rights.

Letter c
Clear enough.

Article 19
Letter a
Clear enough.

Letter b
Clear enough.

Letter c
Clear enough.

Letter d
Clear enough.

Letter e
Proof of fund adequacy from each party to support each of their statements, for example, bank statements showing that each party has sufficient funds to fulfill their obligation to purchase shares.

Letter f
Clear enough.

Letter g
Clear enough.

Letter h
Clear enough.

Letter i
Number 1
The latest annual financial report submitted to the Financial Services Authority is the annual financial report submitted based on obligations as regulated in the legislation in the Capital Market sector regulating the Submission of Periodic Financial Reports by Issuers or Public Companies.

Number 2
Clear enough.

Letter j
Upon the implementation of this Financial Services Authority Regulation, the legislation in the Capital Market sector regulating guidelines for preparing Comfort Letters that apply is Regulation Number VIII.G.5, Appendix of the Decision of the Head of the Capital Market Supervisory Board Number: KEP-41/PM/1996 dated January 17, 1996 concerning Guidelines for Preparing Comfort Letters.

Letter k
What is meant by "management" is the Board of Directors of the Public Company.
Upon the implementation of this Financial Services Authority Regulation, the legislation in the Capital Market sector regulating Guidelines for Preparing Management Statements in the Field of Accounting that apply is Regulation Number VIII.G.6, Appendix of the Decision of the Head of the Capital Market Supervisory Board Number: KEP-42/PM/1996 dated January 17, 1996 concerning Guidelines for Preparing Management Statements

Management in the Field of Accounting.
Letter l
Clearly stated.
Letter m
Clearly stated.
Letter n
In practice, the aforementioned "restrictions" are also known as negative covenants.
Example:
Restrictions on dividend distribution by the debtor to shareholders.
Letter o
Clearly stated.
Letter p
Clearly stated.
Letter q
Number 1
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Number 2
Clearly stated.
Number 3
The term "audited financial statements of other companies" refers to the audited financial statements of other companies audited by an Auditor, except if the other company is outside the jurisdiction of Indonesia, it may be audited by an accountant registered in the respective country. Letter r Clearly stated.
Article 20
Clearly stated.
Article 21
Paragraph (1)
Letter a
Clearly stated.

Letter b
Clearly stated.
Letter c
Clearly stated.
Letter d
The coupon number for determining the HMETD coupon is used for share certificates (non-scripless) because the HMETD coupon is attached to the share.
Letter e
Clearly stated.
Letter f
Clearly stated.
Letter g
Information regarding the "price indication" related to the price of Equity-type Securities at the time of exercising HMETD in this letter consists of the minimum and maximum prices. Letter h Information regarding the "ratio indication" of HMETD for the shares consists of the minimum and maximum ratios. Letter i Clearly stated. Letter j Information regarding the "ratio indication" of Warrants to be issued with the shares to be issued consists of the minimum and maximum ratios. Letter k Clearly stated. Letter l Clearly stated. Letter m The term "those entitled" refers to the party holding the HMETD. Letter n Clearly stated. Letter o Clearly stated.

Letter p
Clearly stated.
Letter q
Clearly stated.
Letter r
Number 1
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Number 2
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Number 3
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Number 4
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Number 5
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Number 6
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Number 7
In practice, the aforementioned "beneficiary" is also known as the beneficial owner.
Number 8
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Number 9
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Number 10
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Number 11
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Number 12
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Letter s
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Letter t
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Letter u
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Letter v
Clearly stated.
Letter w
Clearly stated.
Paragraph (2)
Letter a
Clearly stated.
Letter b
Clearly stated.
Letter c
Clearly stated.
Letter d
Number 1
Clearly stated.
Number 2
Information regarding the "exercise price and interest rate indication" consists of the exercise price or the minimum and maximum interest rates.
Letter e
Clearly stated.
Letter f
Clearly stated.
Letter g
Clearly stated.
Letter h
Clearly stated.
Letter i
In practice, the aforementioned "settlement funds" are also known as a sinking fund.
Letter j
Clearly stated.
Letter k
Clearly stated.
Paragraph (3)
Clearly stated.

Article 22
Paragraph (1)
This request for changes and/or additional information is intended so that the Open Company can fulfill its obligation to disclose all Information or Material Facts regarding the relevant Securities offering and the financial condition and business activities of the Open Company. Paragraph (2) Clearly stated. Paragraph (3) Clearly stated. Paragraph (4) Clearly stated. Paragraph (5) Clearly stated.
Article 23
Clearly stated.
Article 24
Letter a
Number 1
The term "completely" means having covered all criteria established in this Financial Services Authority Regulation and other legislation in the Capital Market sector regulating capital increases and Registration Statements. At the time this Financial Services Authority Regulation comes into force, the legislation in the Capital Market sector regulating capital increases and Registration Statements includes, among others:

1. Regulation Number IX.A.2, Appendix of the Decision of the Chairman of the Capital Market Supervisory Board and Financial Institutions Number: KEP-122/BL/2009 dated May 29, 2009 regarding Procedures for Registration in the Framework of Public Offerings; and

2. Financial Services Authority Regulations regulating the form and content of Prospectuses in the framework of capital increases of Open Companies.
   Number 2
   Clearly stated.
   Letter b
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   Article 25
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   Article 26
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   Article 27
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   Article 28
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   Article 29
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   Article 30
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   Article 31
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   Article 32
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   Article 33
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   Article 34
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Article 35
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Article 36
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Article 37
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Article 38
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Article 39
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Article 40
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Article 41
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Article 42
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Article 43
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Article 44
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Article 45
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Article 46
The term "specific actions" may include, among others:
a. postponement of the issuance of an effectiveness statement, for example, an effectiveness statement for business mergers, 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 framework of capital increases by exercising Preemptive Rights of Open Companies.
Article 47
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Article 48
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Article 49
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Article 50
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Article 51
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SUPPLEMENT TO THE STATE GAZETTE OF THE REPUBLIC OF INDONESIA NUMBER 5781 ---