Guidelines for the Implementation of Securities Offerings That Are Not Public Offerings

To:

1. Capital market actors;
2. Parties applying for a determination to conduct a Securities Offering that is not a Public Offering,
   At your location.

COPY
CIRCULAR LETTER OF THE FINANCIAL SERVICES AUTHORITY REPUBLIC OF INDONESIA NUMBER 33 /SEOJK.04/2022 CONCERNING GUIDELINES FOR THE IMPLEMENTATION OF SECURITIES OFFERINGS THAT ARE NOT PUBLIC OFFERINGS

In relation to the provisions of Article 3 paragraph (2) of Financial Services Authority Regulation Number 29/POJK.04/2021 concerning Securities Offerings That Are Not Public Offerings (State Gazette of the Republic of Indonesia Year 2021 Number 291, Supplement to the State Gazette of the Republic of Indonesia Number 6750), it is necessary to regulate guidelines for the implementation of Securities Offerings above the value of IDR 5,000,000,000.00 (five billion rupiah) that are not Public Offerings in this Financial Services Authority Circular Letter as follows:

I. GENERAL PROVISIONS

1. In this Financial Services Authority Circular Letter, the following terms are defined as:
   a. Offering is an invitation, whether direct or indirect, express or implied, to conduct a specific transaction. b. 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 every derivative of Securities.
   c. Public Offering is an activity of Securities Offering conducted by an issuer to sell Securities to the public based on procedures regulated in the Capital Market Law and its implementing regulations.
   d. Party is an individual, company, joint venture, association, or organized group. e. Sukuk is a Sharia-compliant Security in the form of a certificate or proof of ownership that has equal value and represents an indivisible or undivided share (syuyu’/undivided share) over the underlying asset. f. Issuer is a Party conducting a Public Offering. g. Public Company is an Issuer that has conducted a Public Offering of equity-type Securities or a public company. h. Public Company is a corporation whose shares are held by at least 300 (three hundred) shareholders and has paid-up capital of at least IDR 3,000,000,000.00 (three billion rupiah) or a number of shareholders and paid-up capital determined by Financial Services Authority regulations.
   i. Supranational Institution is a multilateral institution formed by 2 (two) or more countries/jurisdictions and in its activities provides financing, grants, and/or technical assistance to promote economic development in its member countries.
   j. Public Company Share Ownership Program is an equity-type Securities Offering Program by a Public Company to employees, board of directors members, and/or board of commissioners members of the Public Company and/or controlled companies of the Public Company that meet the requirements to own shares of that Public Company. k. Foreign Company Share Ownership Program is an equity-type Securities Offering Program by a foreign company listed on a stock exchange to employees, board of directors members, and/or board of commissioners members of the foreign company and/or controlled companies of the foreign company that meet the requirements to own shares of that foreign company.
   l. Option is the right held by a Party to buy or sell to another Party a certain number of Securities at a specific price and within a specific time.

2. This Financial Services Authority Circular Letter applies to Securities Offerings:
   a. with a total value above IDR 5,000,000,000.00 (five billion rupiah); b. conducted in 1 (one) time or several times of Securities Offerings within a maximum period of 12 (twelve) months; and
   c. conducted within the territory of the Republic of Indonesia or to Indonesian citizens using mass media or offered to more than 100 (one hundred) Parties or sold to more than 50 (fifty) Parties,
   which are not Public Offerings.

3. Parties that can conduct Securities Offerings as referred to in item 2 are:
   a. Public Companies implementing a Public Company Share Ownership Program; b. Supranational Institutions conducting debt-type and/or Sukuk Securities Offerings;
   c. Foreign companies listed on a stock exchange implementing a Foreign Company Share Ownership Program;
   d. Parties conducting Securities Offerings for market deepening; and/or e. Parties conducting Securities Offerings that support Government policy.

4. The share ownership programs as referred to in item 3 letters a and c can originate from new shares or treasury stock by the Public Company or foreign company.

5. Public Company Share Ownership Programs and Foreign Company Share Ownership Programs are equity-type Securities Offerings in the form of shares or other equity-type Securities.

6. Securities Offerings for market deepening and Securities Offerings supporting Government policy as referred to in item 3 letters d and e are determined by the OJK.

II. SECURITIES OFFERING DOCUMENTS AND INFORMATION MEMORANDUM

1. Parties intending to conduct Securities Offerings as referred to in item I item 3 must submit Securities Offering documents that are not Public Offerings to the Financial Services Authority containing at least:
   a. a letter of request for determination as a Securities Offering that is not a Public Offering according to the format of the Request Letter for Determination as a Securities Offering that is not a Public Offering as contained in the Appendix which is an integral part of this Financial Services Authority Circular Letter; and b. an information memorandum.

2. The information memorandum as referred to in item 1 letter b must contain detailed information or material facts regarding the Securities Offering and be drafted clearly, communicatively, and without misleading content.

3. The detailed information or material facts contained in the information memorandum in item 2 must contain at least:
   a. the date of the Securities Offering or distribution date; b. a statement for the purpose of the Securities Offering that is not a Public Offering placed at the beginning of the information memorandum and printed in capital letters that immediately attract the reader's attention, stating as follows:
   a) “THE FINANCIAL SERVICES AUTHORITY DOES NOT GIVE A STATEMENT OF APPROVAL OR DISAPPROVAL OF THIS SECURITY, NOR DOES IT STATE THE TRUTH OR SUFFICIENCY OF THE CONTENT OF THIS INFORMATION MEMORANDUM. ANY STATEMENT CONTRARY TO THIS IS AN ILLEGAL ACT.”; b) “THE PARTY CONDUCTING THE SECURITIES OFFERING THAT IS NOT A PUBLIC OFFERING IS FULLY RESPONSIBLE FOR THE TRUTH OF ALL INFORMATION, FACTS, DATA, OR REPORTS AND THE HONESTY OF OPINIONS CONTAINED IN THIS INFORMATION MEMORANDUM.”; and c) “THIS SECURITIES OFFERING IS NOT A PUBLIC OFFERING AS MEANT IN THE CAPITAL MARKET LAW.”;

c. information regarding the Party conducting the Securities Offering that is not a Public Offering containing at least information:

1. name, address, telephone, email address, and/or facsimile;
2. main business activities currently conducted including descriptions related to products and/or services produced, and business prospects;
3. capital structure and ownership structure or equivalent in case the Party conducting the Securities Offering is not a limited liability company;
4. summary of important financial data;
5. investment risk factors;
6. business group, in case the Party conducting the Securities Offering that is not a Public Offering is part of a business group, presented in structural form;
7. management and supervision structure; and
8. contact party for the implementation of the Securities Offering.

4. In addition to the information as referred to in item 3, the information memorandum for Securities Offerings that are not Public Offerings for debt-type and/or Sukuk Securities must also contain at least:
   a. type and number of Securities offered; b. Offering Price of Securities;
   c. total value of the Securities Offering;
   d. rights of Security holders; e. planned schedule of interest payment procedures and/or penalties in case the offered Securities are debt-type; f. use of funds obtained from the results of the Securities Offering that is not a Public Offering; g. information about approvals and requirements mandated by relevant competent authorities related to the Securities Offering, in case there is information about approvals and requirements mandated by relevant competent authorities related to the Securities Offering; h. information regarding risks and management plans in case the offered Securities are not sold as planned;
   i. estimated costs incurred in the Securities Offering in the form of a certain percentage or absolute value in currency denomination;
   j. Securities ordering procedures must contain at least information:

1. period for purchasing Securities;
2. procedures for submitting purchase orders for Securities;
3. minimum amount that can be ordered for each order;
4. payment requirements including purchase confirmation and payment deadline;
5. distribution of Securities; and
6. registration of Securities in collective custody.
   k. dissemination of information and purchase order forms for Securities;
   l. information regarding the trustee;
   m. Security rating results if issued by a Party other than the Issuer or Public Company and not guaranteed/backed by guarantees/collateral worth at least 100% (one hundred percent) of the value of the Securities Offering; n. involvement in litigation and/or disputes, in case there is information about involvement in litigation and/or disputes; and o. in case the offered Securities are Sukuk, must additionally contain at least information:
7. planned schedule and procedures for distribution and/or payment of profit sharing, margin, or remuneration according to Sharia contract characteristics;
8. the underlying asset of the Sukuk does not conflict with Sharia principles and the Party conducting the Securities Offering guarantees that during the Sukuk period the underlying asset of the Sukuk does not conflict with Sharia principles;
9. type of Sharia contract and Sharia transaction scheme as well as the scheme used in the issuance of Sukuk;
10. summary of the Sharia contract;
11. revenue source that is the basis for calculation and source of funds used for payment of profit sharing, margin, or remuneration according to Sharia contract characteristics;
12. size of the ratio for payment of profit sharing, margin, or remuneration according to Sharia contract characteristics;
13. replacement of the underlying asset of the Sukuk if an event occurs causing its value to no longer match the value of the issued Sukuk;
14. conditions and terms in case the applicant will change the type of contract, contract content, and/or the underlying asset of the Sukuk;
15. statement of Sharia compliance of the Sukuk from the Sharia supervisory board or Sharia expert team; and
16. existence/non-existence of zakat deduction on profit sharing, margin, or Sukuk remuneration.

5. The implementation of the Foreign Company Share Ownership Program must meet the following provisions:
   a. In addition to the information as referred to in item 3, the information memorandum must contain at least:

1. number of Securities and program implementation mechanism;
2. summary of program requirements;
3. criteria for employees, board of directors members, and/or board of commissioners members who can meet the requirements in the Foreign Company Share Ownership Program;
4. period of Securities Offering and purchase of Securities;
5. basis for calculation of issuance of Securities in the framework of program implementation;
6. order price, in case the order price has been determined;
7. payment currency;
8. annual investment limit, in case there is an annual investment limit;
9. payment method;
10. storage of Securities;
11. provisions regarding voting rights, dividends, transfer of Securities, and other rights attached to the Securities, including rights during liquidation;
12. mechanism for cancellation of share allocation and redistribution of cancelled shares;
13. source of shares to be offered;
14. vesting period, in case there is a vesting period; and
15. benefits of program implementation for employees, board of directors members, and/or board of commissioners members.
    b. The information memorandum must be drafted using the Indonesian Language.
    c. In case the information memorandum uses a foreign language, the information memorandum must also be available with its translation into the Indonesian Language.
    d. In case there is a difference in information contained in the information memorandum as referred to in letter c, the information that applies is the information using the Indonesian Language. e. The information memorandum as referred to in letter a must contain information that is substantively the same as the information memorandum conducted in another country where the shares are listed.

6. In addition to the information as referred to in item 3, the information memorandum in the framework of the implementation of the Public Company Share Ownership Program must also contain at least:
   a. number of Securities and program implementation mechanism; b. summary of program requirements;
   c. criteria for employees, board of directors members, and/or board of commissioners members who can meet the requirements in the Public Company Share Ownership Program;
   d. period of Securities Offering and purchase of Securities; e. basis for calculation of issuance of Securities in the framework of program implementation; f. order price, in case the order price has been determined; g. provisions regarding voting rights, dividends, transfer of Securities, and other rights attached to the Securities, including rights during liquidation; h. source of shares to be offered;
   i. vesting period, in case there is a vesting period;
   j. mechanism for cancellation of share allocation and redistribution of cancelled shares; k. status of Securities that have been implemented in the program;
   l. background, reasons, and benefits of program implementation;
   m. pro forma capital structure before and after program implementation; n. management analysis and discussion regarding the Public Company Share Ownership Program; and o. impact of the implementation of the Public Company Share Ownership Program on the financial statements of the Public Company.

III. PROCEDURES FOR SUBMITTING SECURITIES OFFERING DOCUMENTS THAT ARE NOT PUBLIC OFFERINGS

1. Securities Offering documents must be submitted in printed form or electronic copy to the Financial Services Authority.

2. In case the Financial Services Authority has provided an electronic system for submitting Securities Offering documents, the submission of said Securities Offering documents is only conducted through the electronic system.

3. The Financial Services Authority may request changes and/or additional information and other document completeness to support the review process.

4. Parties intending to conduct Securities Offerings must submit changes and/or additional information and other document completeness to the Financial Services Authority no later than 20 (twenty) working days after receiving the request from the Financial Services Authority as referred to in item 3.

5. Parties that do not respond to requests for additional information and/or other documents needed within the established period as referred to in item 4 are deemed to have cancelled the Securities Offering that has been submitted to the Financial Services Authority.

6. The Financial Services Authority may issue a determination on the request for determination as a Securities Offering that is not a Public Offering after the request document is received complete.

7. Parties as referred to in item I item 3 can only conduct Securities Offerings that are not Public Offerings after obtaining a determination from the Financial Services Authority as referred to in item 6.

8. The Financial Services Authority may reject the request for determination as a Securities Offering that is not a Public Offering.

9. Securities Offerings can only be implemented no later than 12 (twelve) months after the request for determination as a Securities Offering that is not a Public Offering is determined by the Financial Services Authority.

10. Parties conducting Securities Offerings must inform the information memorandum to prospective recipients or buyers of Securities no later than 2 (two) working days before conducting the Securities Offering and submit proof of information provision to the Financial Services Authority no later than 2 (two) working days after the implementation of the Securities Offering.

11. In case the Securities Offering is the granting of Options, the obligation to inform the information memorandum to prospective Option recipients is conducted no later than 2 (two) working days before the granting of Options and is not required to inform again when the implementation of the Option becomes shares.

This copy is in accordance with the original
Director of Legal Affairs 1
Legal Department signed
Mufli Asmawidjaja

IV. CLOSING

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

Determined in Jakarta on December 30, 2022
EXECUTIVE HEAD
CAPITAL MARKET SUPERVISOR
FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA, signed
INARNO DJAJADI

APPENDIX
CIRCULAR LETTER OF THE FINANCIAL SERVICES AUTHORITY REPUBLIC OF INDONESIA NUMBER 33 /SEOJK.04/2022 CONCERNING GUIDELINES FOR THE IMPLEMENTATION OF SECURITIES OFFERINGS THAT ARE NOT PUBLIC OFFERINGS

REQUEST FOR DETERMINATION AS A SECURITIES OFFERING THAT IS NOT A PUBLIC OFFERING
.......... , ..........................
Attachment :
Subject : Request for Determination as
Securities Offering That Is Not
A Public Offering

To
The Executive Head of Capital Market Supervision Financial Services Authority in Jakarta

Hereby we submit a request for exemption from Public Offering. As consideration material, we submit the following data:

1. Name of the applicant's leader
   : ......................................................................
2. Name of the applicant : ......................................................................
3. Applicant's business activity : ......................................................................
4. Full address of the applicant
   : ......................................................................
   (street name and number)
   ............................................... □□□□□ (city and postal code)
5. Applicant's telephone number/email
   : ......................................................................

To complete this request, we attach the following documents:
a. …. b. ….
c. ….
d. …. e. ….

Stamp Duty
This copy is in accordance with the original
Director of Legal Affairs 1
Legal Department signed
Mufli Asmawidjaja

Thus this request is submitted and we thank you for your attention.
Applicant,
..............................................
(clear name and signature of the applicant's leader)

Determined in Jakarta on December 30, 2022
EXECUTIVE HEAD
CAPITAL MARKET SUPERVISOR
FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA, signed
INARNO DJAJADI