Implementation of Multiple Voting Rights Share Classification by High-Growth Innovative Issuers Conducting Equity Stock Public Offerings

COPY
FINANCIAL SERVICES AUTHORITY REGULATION
OF THE REPUBLIC OF INDONESIA
NUMBER 22 /POJK.04/2021
CONCERNING
IMPLEMENTATION OF MULTIPLE VOTING RIGHTS SHARE CLASSIFICATION BY HIGH-GROWTH INNOVATIVE ISSUERS CONDUCTING PUBLIC OFFERINGS OF EQUITY-BASED EFFECTS IN THE FORM OF SHARES WITH THE GRACE OF GOD THE ALMIGHTY THE COMMISSIONERS OF THE FINANCIAL SERVICES AUTHORITY,

Considering:
a. that to encourage capital market deepening, it is necessary to accommodate issuers with specific characteristics that use technology to create innovation and have high growth rates to conduct public offerings of equity-based effects in the form of shares; b. that in an effort to accommodate issuers with such specific characteristics, it is necessary to adjust several existing Financial Services Authority Regulations applicable to issuers conducting public offerings of equity-based effects in the form of shares;
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 Implementation of Multiple Voting Rights Share Classification by High-Growth Innovative Issuers Conducting Public Offerings of Equity-Based Effects in the Form of Shares;

FINANCIAL SERVICES AUTHORITY
OF THE REPUBLIC OF INDONESIA

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);

DECIDING:
Establishing: FINANCIAL SERVICES AUTHORITY REGULATION CONCERNING THE IMPLEMENTATION OF MULTIPLE VOTING RIGHTS SHARE CLASSIFICATION BY HIGH-GROWTH INNOVATIVE ISSUERS CONDUCTING PUBLIC OFFERINGS OF EQUITY-BASED EFFECTS IN THE FORM OF SHARES.

CHAPTER I
GENERAL PROVISIONS

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

1. Multiple Voting Rights Shares are a share classification where 1 (one) share provides more than 1 (one) voting right to shareholders who meet the requirements.
2. Effects are securities, namely debt acknowledgment instruments, commercial paper, shares, bonds, debt certificates, participation units of collective investment contracts, futures contracts on effects, and every derivative of effects.
3. Public Offering is the activity of offering Effects conducted by an issuer to sell Effects to the public based on procedures regulated in the Capital Markets Law and its implementing regulations.
4. Issuer is the party conducting the Public Offering.
5. Registration Statement is a document that must be submitted to the Financial Services Authority by the Issuer in the context of a Public Offering or as a public company.
6. Preemptive Rights, hereinafter abbreviated as HMETD, are rights attached to shares that give the relevant shareholder the opportunity to purchase shares and/or other equity-based effects, including those convertible into shares or those giving the right to purchase shares, before they are offered to other parties.
7. General Meeting of Shareholders, hereinafter abbreviated as RUPS, is the organ of a public company that has authority not delegated to the board of directors or board of commissioners as referred to in the Limited Liability Company Law and/or the articles of association of the public company.
8. Independent Shareholder is a shareholder who does not have personal economic interests in relation to a specific transaction and:
   a. is not a member of the board of directors, member of the board of commissioners, major shareholder, or controller; or b. is not an affiliate of members of the board of directors, members of the board of commissioners, major shareholders, and controllers.
9. Electronic Public Offering System is an information technology system and/or facilities used to carry out activities in the Public Offering.
10. Depository and Clearing Institution is a party that organizes central custodian activities for custodian banks, securities companies, and other parties.
11. Escrow Account is a type of effect account at a custodian intended to store effects that are not included in collective custody and can be withdrawn or transferred in their original form at any time according to the account holder's order.

Article 2
Regulations in the field of capital markets apply to Issuers implementing Multiple Voting Rights Shares, except as specifically regulated in this Financial Services Authority Regulation.

Article 3
(1) Issuers conducting public offerings of equity-based effects in the form of shares may implement Multiple Voting Rights Shares as regulated in their articles of association.
(2) Issuers as referred to in paragraph (1) must meet the following criteria:
a. use technology to create product innovations that increase productivity and economic growth and have broad social benefits; b. have shareholders who make a significant contribution to the utilization of technology as referred to in letter a;
c. meet:

1. total company assets of at least IDR 2,000,000,000,000.00 (two trillion rupiah);
2. have conducted operational activities for at least 3 (three) years before submitting the Registration Statement;
3. have a compound annual growth rate of total assets over the last 3 (three) years of at least 20% (twenty percent); and
4. have a compound annual growth rate of revenue over the last 3 (three) years of at least 30% (thirty percent);
   d. be an Issuer that has never conducted a public offering of equity-based effects; and e. other criteria set by the Financial Services Authority.
   (3) The calculation of total assets as referred to in paragraph (2) letter c number 1 is based on the latest audited financial statements.
   (4) The calculation of the compound annual growth rate of total assets as referred to in paragraph (2) letter c number 3 and the compound annual growth rate of revenue as referred to in paragraph (2) letter c number 4 is based on audited annual financial statements.

Article 4
Issuers conducting public offerings of equity-based effects in the form of shares by implementing Multiple Voting Rights Shares must clearly and in detail include provisions regarding Multiple Voting Rights Shares in the Issuer's articles of association, at least:
a. the classification of shares issued by the Issuer and the rights attached to each share classification; b. provisions regarding parties who can become holders of Multiple Voting Rights Shares;
c. provisions on the ratio of voting rights of Multiple Voting Rights Shares to ordinary share voting rights according to the number of shares owned as regulated in this Financial Services Authority Regulation;
d. provisions on the limit of voting rights ownership by holders of Multiple Voting Rights Shares, both from Multiple Voting Rights Shares and from ordinary shares, at most 90% (ninety percent) of all voting rights, and the treatment of excess voting rights if holders of Multiple Voting Rights Shares have voting rights exceeding 90% (ninety percent) of all voting rights; e. provisions regarding the voting rights of Multiple Voting Rights Shares that have voting rights equivalent to ordinary shares on specific agenda items in the RUPS as regulated in this Financial Services Authority Regulation; f. the duration of Multiple Voting Rights Shares and provisions for its extension; g. provisions regarding conditions causing Multiple Voting Rights Shares to change into ordinary shares before the duration of Multiple Voting Rights Shares ends; and h. provisions regarding the treatment of different votes from holders of Multiple Voting Rights Shares in the RUPS, that smaller votes are considered to provide the same vote as the majority vote of holders of Multiple Voting Rights Shares.

CHAPTER II
MULTIPLE VOTING RIGHTS SHARES

Article 5
(1) The implementation of Multiple Voting Rights Shares is for a maximum period of 10 (ten) years calculated from the effective date of the Registration Statement in the context of the Public Offering.
(2) The period as referred to in paragraph (1) may be extended 1 (one) time with an extension period of at most 10 (ten) years.
(3) The extension of the period as referred to in paragraph (2) must obtain the approval of Independent Shareholders in the RUPS.

Article 6
(1) Each holder of Multiple Voting Rights Shares is prohibited from transferring part or all of their Multiple Voting Rights Shares for 2 (two) years after the Registration Statement becomes effective.
(2) Each ordinary shareholder is prohibited from transferring part or all of their ordinary share ownership until 8 (eight) months after the Registration Statement becomes effective, if the book value per share based on the latest financial statements is lower than the Public Offering price. (3) In the event that a holder of Multiple Voting Rights Shares dies or is placed under guardianship before the 2 (two) year period after the Registration Statement becomes effective ends, the prohibition on share transfer as referred to in paragraph (1) does not apply.

Article 7
(1) During the share transfer prohibition period as referred to in Article 6 paragraph (1) and paragraph (2), the Issuer must issue Multiple Voting Rights Shares and shares owned by shareholders before the Public Offering without certificates and register these shares in the Escrow Account at the Depository and Clearing Institution. (2) The Issuer must submit information regarding Multiple Voting Rights Shares and shares owned by shareholders before the Public Offering that are prohibited from transfer during the transfer prohibition period to the Depository and Clearing Institution. (3) The Depository and Clearing Institution must freeze Multiple Voting Rights Shares and shares owned by shareholders before the Public Offering as referred to in paragraph (2). (4) In the event that the Escrow Account is not yet available, during the share transfer prohibition period as referred to in Article 6 paragraph (1) and paragraph (2):
a. the Issuer must issue Multiple Voting Rights Shares and shares owned by shareholders before the Public Offering with certificates; and b. the securities administration bureau or the Issuer organizing securities administration itself must organize the administration of Multiple Voting Rights Shares and shares owned by shareholders before the Public Offering. (5) The securities administration bureau or the Issuer organizing securities administration itself as referred to in paragraph (4) letter b is prohibited from administering share transfers during the share transfer prohibition period as referred to in Article 6 paragraph (1) and paragraph (2).

Article 8
(1) After the share transfer prohibition period as referred to in Article 6 paragraph (1) ends, the Issuer may register Multiple Voting Rights Shares in collective custody at the Depository and Clearing Institution. (2) After the share transfer prohibition period as referred to in Article 6 paragraph (2) ends, the Issuer must change shares owned by shareholders before the Public Offering into shares without certificates and register them in collective custody at the Depository and Clearing Institution.

Article 9
(1) After the share transfer prohibition period as referred to in Article 6 paragraph (1) ends, holders of Multiple Voting Rights Shares who will transfer their shares must first offer them to 1 (one) or more other holders of Multiple Voting Rights Shares. (2) The transfer of Multiple Voting Rights Shares as referred to in paragraph (1) must be conducted through the negotiation market. (3) Holders of Multiple Voting Rights Shares as referred to in paragraph (1) must submit to the Financial Services Authority and the Issuer regarding the plan to transfer Multiple Voting Rights Shares at the latest 2 (two) working days before the transfer of Multiple Voting Rights Shares is carried out. (4) The Issuer must announce the plan to transfer Multiple Voting Rights Shares as referred to in paragraph (3) through the stock exchange website and the Issuer's website at the latest 1 (one) working day after receiving the information as referred to in paragraph (3). (5) Information regarding the plan to transfer Multiple Voting Rights Shares as referred to in paragraph (3) constitutes insider information until the Issuer announces the information as referred to in paragraph (4).

Article 10
(1) Issuers implementing Multiple Voting Rights Shares must apply the ratio of voting rights of Multiple Voting Rights Shares to ordinary share voting rights with the following provisions:
a. in the event that holders of Multiple Voting Rights Shares, individually or collectively, hold Multiple Voting Rights Shares of at least 10% (ten percent) up to a maximum of 47.36% (forty-seven point three six percent) of all paid-up and fully paid capital, the ratio of voting rights of Multiple Voting Rights Shares to ordinary share voting rights is 10 (ten) to 1 (one); b. in the event that holders of Multiple Voting Rights Shares, individually or collectively, hold Multiple Voting Rights Shares of at least 5% (five percent) up to less than 10% (ten percent) of all paid-up and fully paid capital, the ratio of voting rights of Multiple Voting Rights Shares to ordinary share voting rights is 20 (twenty) to 1 (one);
c. in the event that holders of Multiple Voting Rights Shares, individually or collectively, hold Multiple Voting Rights Shares of at least 3.5% (three point five percent) up to less than 5% (five percent) of all paid-up and fully paid capital, the ratio of voting rights of Multiple Voting Rights Shares to ordinary share voting rights is 30 (thirty) to 1 (one); or
d. in the event that holders of Multiple Voting Rights Shares, individually or collectively, hold Multiple Voting Rights Shares of at least 2.44% (two point four four percent) up to less than 3.5% (three point five percent) of all paid-up and fully paid capital, the ratio of voting rights of Multiple Voting Rights Shares to ordinary share voting rights is 40 (forty) to 1 (one). (2) The calculation of the share ownership of holders of Multiple Voting Rights Shares as referred to in paragraph (1) is conducted on 1 (one) working day before the RUPS summons. (3) The ratio as referred to in paragraph (1) changes following the share ownership of holders of Multiple Voting Rights Shares, individually or collectively, without having to amend the articles of association first.

Article 11
(1) Issuers implementing Multiple Voting Rights Shares must ensure that the voting rights of ordinary shares held by parties other than holders of Multiple Voting Rights Shares are at least 10% (ten percent) of all voting rights. (2) Holders of Multiple Voting Rights Shares, individually or collectively, are not allowed to hold Multiple Voting Rights Shares or ordinary shares that result in the total voting rights owned exceeding 90% (ninety percent) of all voting rights. (3) In the event that holders of Multiple Voting Rights Shares, individually or collectively, have voting rights exceeding 90% (ninety percent) of all voting rights as referred to in paragraph (2), the voting rights of ordinary shares as referred to in paragraph (1) are calculated as 10% (ten percent) of all voting rights.

Article 12
(1) Holders of Multiple Voting Rights Shares for the first time must be parties designated as holders of Multiple Voting Rights Shares in the general meeting of shareholders and included in the prospectus. (2) Holders of Multiple Voting Rights Shares as referred to in paragraph (1), individually or collectively, must have voting rights exceeding 50% (fifty percent) of all voting rights. (3) In the event that the voting rights of holders of Multiple Voting Rights Shares are not more than 50% (fifty percent) of all voting rights, the Issuer may increase the voting rights ratio of Multiple Voting Rights Shares so that the ratio of voting rights of Multiple Voting Rights Shares to ordinary share voting rights becomes at most 60 (sixty) to 1 (one). (4) The increase in the voting rights ratio of Multiple Voting Rights Shares as referred to in paragraph (3) must:
a. be conducted within a period of 6 (six) months from the time the voting rights of holders of Multiple Voting Rights Shares are not more than 50% (fifty percent) of all voting rights; and b. obtain the approval of Independent Shareholders in the RUPS. (5) Besides holders of Multiple Voting Rights Shares as referred to in paragraph (1), parties that can become holders of Multiple Voting Rights Shares after the Public Offering are:
a. parties disclosed in the prospectus in the context of the Public Offering as parties that can hold Multiple Voting Rights Shares; and/or b. board of directors members who make a significant contribution to the business growth of the Issuer implementing Multiple Voting Rights Shares and obtain the approval of Independent Shareholders in the RUPS. (6) In the event that holders of Multiple Voting Rights Shares as referred to in paragraph (1) and parties that can hold Multiple Voting Rights Shares as referred to in paragraph (5) letter a are legal entities, such parties must:
a. be directly owned by at least 99% (ninety-nine percent) by holders of Multiple Voting Rights Shares and/or parties designated in the general meeting of shareholders as referred to in paragraph (1) as holders of Multiple Voting Rights Shares but no longer become holders of Multiple Voting Rights Shares; b. have directors with expertise aligned with the main business activities of the Issuer; and
c. be companies whose business activities are in the management consulting field, if they are Indonesian legal entities.
(7) In the event that the legal entity as referred to in paragraph (6) is established solely for the purpose of raising funds for the Issuer, the legal entity must be directly controlled by:
a. shareholders who have been designated as holders of Multiple Voting Rights Shares in the general meeting of shareholders as referred to in paragraph (1) but no longer become holders of Multiple Voting Rights Shares; and/or b. holders of Multiple Voting Rights Shares as referred to in paragraph (5). (8) Parties as referred to in paragraph (5) letter a must submit a report to the Financial Services Authority at the latest 10 (ten) days from the time such parties become holders of Multiple Voting Rights Shares.

Article 13
(1) In the event that there is more than 1 (one) party holding Multiple Voting Rights Shares, holders of Multiple Voting Rights Shares must:
a. have the same vision and mission; and b. cast the same vote in every decision-making in the RUPS.
(2) In the event that there are different votes among holders of Multiple Voting Rights Shares as referred to in paragraph (1) letter b, holders of Multiple Voting Rights Shares with different votes that are smaller are considered to provide the same vote as the majority vote of holders of Multiple Voting Rights Shares. (3) In the event that the different votes as referred to in paragraph (2) are of equal magnitude, the votes of holders of Multiple Voting Rights Shares are considered to provide the same vote as the majority vote of ordinary shareholders. (4) Holders of Multiple Voting Rights Shares as referred to in paragraph (1) must make an agreement among shareholders containing commitments in implementing the vision and mission.

Article 14
Multiple Voting Rights Shares change into ordinary shares if:
a. the holder of Multiple Voting Rights Shares dies or is placed under guardianship and within a maximum period of 6 (six) months is not transferred to another holder of Multiple Voting Rights Shares or a party designated as a party that can hold Multiple Voting Rights Shares; b. the holder of Multiple Voting Rights Shares transfers their shares to a party other than parties designated to hold Multiple Voting Rights Shares, as disclosed in the prospectus in the context of the Public Offering;
c. the holder of Multiple Voting Rights Shares, individually or collectively, has voting rights not more than 50% (fifty percent) of all voting rights and this condition has lasted for at least 6 (six) months since the voting rights of holders of Multiple Voting Rights Shares were not more than 50% (fifty percent) of all voting rights;
d. the duration of Multiple Voting Rights Shares ends; e. the holder of Multiple Voting Rights Shares which is a legal entity no longer meets the requirements as referred to in Article 12 paragraph (6) or paragraph (7); or f. the holder of Multiple Voting Rights Shares as referred to in Article 12 paragraph (5) letter b no longer serves as a member of the Issuer's board of directors or can no longer perform their duties as a director of the Issuer based on a decision by the relevant institution including the Financial Services Authority.

Article 15
(1) In the event of a change in Multiple Voting Rights Shares into ordinary shares as referred to in Article 14, holders of Multiple Voting Rights Shares must report to the Financial Services Authority and submit to the Issuer at the latest on the end of the 2nd (second) working day after the change of Multiple Voting Rights Shares into ordinary shares occurs. (2) The Issuer must announce the change of Multiple Voting Rights Shares into ordinary shares as referred to in paragraph (1) through the stock exchange website and the Issuer's website at the latest on the end of the 2nd (second) working day after receiving information regarding the occurrence of the change of Multiple Voting Rights Shares into ordinary shares from holders of Multiple Voting Rights Shares as referred to in paragraph (1). (3) The report to the Financial Services Authority and submission to the Issuer as referred to in paragraph (1) and the announcement as referred to in paragraph (2) must contain at least:
a. information regarding the event causing the change of Multiple Voting Rights Shares into ordinary shares; b. the number of Multiple Voting Rights Shares becoming ordinary shares;
c. the number of remaining Multiple Voting Rights Shares (if any);
d. the effective date of the change of Multiple Voting Rights Shares into ordinary shares;

e. information in table form regarding the capital structure and shareholders of the Issuer, including details of the distribution of voting rights before and after the change of Multiple Voting Rights Shares into ordinary shares, which covers at least:

1. authorized capital, issued and fully paid-up capital, along with information regarding the type of share classification issued, the number of Multiple Voting Rights Shares and the number of ordinary shares, nominal value, total nominal value, and total voting rights;
2. details of share ownership by holders of Multiple Voting Rights Shares, share ownership by ordinary shareholders with ownership of 5% (five percent) or more, and share ownership by members of the Board of Directors and members of the Board of Commissioners; and
3. pro forma share capital and distribution of voting rights after the change, if there are pro forma shares.
   (4) In the event that the Financial Services Authority has provided an electronic system, the reporting obligation as referred to in paragraph (1) must be submitted through that electronic system.
   (5) In the event that the electronic system as referred to in paragraph (4) experiences technical disturbances or a force majeure event occurs, the reporting obligation as referred to in paragraph (1) may be carried out in the form of printed documents or electronic documents. (6) Information regarding the change of Multiple Voting Rights Shares into ordinary shares as referred to in paragraph (1) constitutes insider information until the Issuer announces such information as referred to in paragraph (2).

Article 16
(1) Changes in control of an Issuer that applies Multiple Voting Rights Shares caused by the change of Multiple Voting Rights Shares into ordinary shares are exempt from the mandatory tender offer obligation as regulated in Financial Services Authority regulations regarding the takeover of public companies. (2) The provisions as referred to in paragraph (1) do not apply if the new controller has an active role in the change of Multiple Voting Rights Shares into ordinary shares. (3) In the event that the change of Multiple Voting Rights Shares into ordinary shares results in a change of control of the Issuer as referred to in paragraph (1), the Issuer is required to determine the new controller and submit a report of information or material facts to the Financial Services Authority and announce information or material facts to the public as regulated in Financial Services Authority regulations regarding openness of information or material facts by Issuers or public companies, containing at least:
a. the cause of the change in control; b. the new controlling party;
c. an explanation of the existence or non-existence of an affiliation relationship between the old controller and the new controller; and
d. the number of shares owned and the number of voting rights of the new controller, before and after the change in control.

CHAPTER III
PUBLIC OFFERINGS
First Section
Use of Electronic Public Offering System

Article 17
(1) Issuers that apply Multiple Voting Rights Shares may use the Electronic Public Offering System in conducting Public Offerings.
(2) In the event that the Issuer does not use the Electronic Public Offering System as referred to in paragraph (1), the Issuer remains obligated to follow provisions regarding the allocation of Securities and adjustment of Securities allocation, as referred to in Financial Services Authority regulations regarding the implementation of activities of Public Offerings of Equity Securities, Debt Securities, and/or Sukuk electronically. (3) The Financial Services Authority may require Issuers that apply Multiple Voting Rights Shares to use the Electronic Public Offering System for Public Offerings.

Second Section
Registration Statement

Article 18
The Registration Statement Document in the context of Public Offerings conducted by Issuers that apply Multiple Voting Rights Shares, in addition to submitting documents in accordance with Financial Services Authority regulations regarding Registration Statement Documents in the context of Public Offerings of Equity Securities, must submit additional documents:
a. a statement letter from 1 (one) or more holders of Multiple Voting Rights Shares regarding their contribution to the Issuer; b. proof of contribution from holders of Multiple Voting Rights Shares to the Issuer; and
c. a photocopy of the agreement among holders of Multiple Voting Rights Shares containing commitments in implementing the vision and mission.

Third Section
Prospectus

Article 19
(1) The Prospectus in the context of Public Offerings conducted by Issuers that apply Multiple Voting Rights Shares, in addition to meeting the provisions in Financial Services Authority regulations regarding the form and content of the prospectus and summary prospectus in the context of Public Offerings of Equity Securities, must disclose in a separate section information regarding the implementation of Multiple Voting Rights Shares by the Issuer:
a. information in table form regarding the capital structure and shareholders of the Issuer including details of the distribution of voting rights, containing at least:

1. authorized capital, issued and fully paid-up capital, along with information regarding the type of share classification issued, the number of Multiple Voting Rights Shares and the number of ordinary shares, nominal value, total nominal value, and total voting rights; and
2. details of share ownership by holders of Multiple Voting Rights Shares, share ownership by ordinary shareholders with ownership of 5% (five percent) or more, and share ownership by members of the Board of Directors and members of the Board of Commissioners;
   b. disclosure regarding the company's vision and mission;
   c. disclosure of information regarding the commitment of holders of Multiple Voting Rights Shares to implement their vision and mission towards the Issuer and plans related to the shares they own, whether plans to maintain or sell their share ownership;
   d. the background and reasons for the implementation of Multiple Voting Rights Shares; e. conditions in the event that Multiple Voting Rights Shares before their term expires change into ordinary shares, and the impact of the change of Multiple Voting Rights Shares into ordinary shares; f. the impact of the implementation of Multiple Voting Rights Shares on ordinary shareholders, including the impact of the change of Multiple Voting Rights Shares into ordinary shares which may result in a change of control; g. information regarding the party holding Multiple Voting Rights Shares, including:
3. holders of Multiple Voting Rights Shares that have been determined in the General Meeting of Shareholders before the initial public offering of shares; and
4. parties that may be determined to hold Multiple Voting Rights Shares;
   h. information regarding holders of Multiple Voting Rights Shares in the event that the shareholder is an individual, including:
5. name;
6. percentage of ownership of Multiple Voting Rights Shares;
7. nationality;
8. position in the Issuer, if holding a position;
9. work experience and relevant business; and
10. contribution related to the establishment and/or development of the Issuer;
    i. information regarding holders of Multiple Voting Rights Shares in the event that the shareholder is a legal entity, which includes establishment, business activities, capital structure, composition of shareholders, controller of the legal entity, managers, and supervisors of the legal entity;
    j. disclosure of information regarding:
11. key performance indicators of the Issuer that describe total transactions facilitated by the Issuer, including:
    a) total processing value; b) gross merchandise value; c) total payment value; and/or d) other key performance indicators; and
12. the potential dilution of public shareholders; and
    k. disclosure of information regarding criteria for investors suitable for investing in the Issuer's shares.
    (2) Information as referred to in paragraph (1) letter j item 1 must be accompanied by supporting evidence.

Article 20
Information on the outer cover of the prospectus containing a brief statement in capital letters that can immediately attract the reader's attention regarding the most important risks for investors regarding Multiple Voting Rights Shares, must contain at least:
a. investment risks in the Issuer's shares related to the Issuer's condition and business activities conducted or developed by the Issuer; and b. risks of implementing Multiple Voting Rights Shares.

Article 21
On the outer cover of the prospectus, a statement in bold capital letters that can immediately attract the reader's attention must be added as follows:
"THIS PUBLIC OFFERING IS CONDUCTED BY AN ISSUER THAT APPLIES MULTIPLE VOTING RIGHTS SHARE CLASSIFICATION AS REGULATED IN FINANCIAL SERVICES AUTHORITY REGULATION .../POJK.04/2021 REGARDING THE IMPLEMENTATION OF MULTIPLE VOTING RIGHTS SHARE CLASSIFICATION BY ISSUERS WITH INNOVATION AND HIGH GROWTH RATES THAT CONDUCT PUBLIC OFFERINGS OF EQUITY SECURITIES IN THE FORM OF SHARES. THE SHARES OFFERED IN THIS PUBLIC OFFERING HAVE ONE VOTING RIGHT FOR EACH SHARE."

Article 22
In the important provisions section of the articles of association, disclosure of information regarding the implementation of Multiple Voting Rights Shares must be added regarding at least:
a. the classification of shares issued by the Issuer and the rights attached to each of the share classifications; b. provisions regarding parties that can become holders of Multiple Voting Rights Shares;
c. provisions regarding the ratio of voting rights of Multiple Voting Rights Shares to the voting rights of ordinary shares according to the number of shares owned as regulated in this Financial Services Authority Regulation;
d. provisions regarding the limit on voting rights ownership by holders of Multiple Voting Rights Shares, both from Multiple Voting Rights Shares and from ordinary shares, at most 90% (ninety percent) of all voting rights and treatment of excess voting rights in the event that holders of Multiple Voting Rights Shares have voting rights exceeding 90% (ninety percent) of all voting rights; e. provisions regarding the voting rights of Multiple Voting Rights Shares that have voting rights equivalent to ordinary shares on specific agenda items in the General Meeting of Shareholders; f. the term of Multiple Voting Rights Shares and provisions for its extension; g. provisions regarding conditions that cause Multiple Voting Rights Shares to change into ordinary shares before the term of Multiple Voting Rights Shares expires; and h. provisions regarding different voting treatment by holders of Multiple Voting Rights Shares in the General Meeting of Shareholders.

CHAPTER IV
CORPORATE ACTIONS
First Section
Capital Increase by Granting Pre-emptive Rights

Article 23
Capital increases conducted by Issuers that apply Multiple Voting Rights Shares, in addition to following legislation in the capital market sector regulating capital increases and other related regulations, must also follow this Financial Services Authority Regulation.

Article 24
(1) In capital increases by granting Pre-emptive Rights, holders of Multiple Voting Rights Shares are required to submit:
a. a statement letter from holders of Multiple Voting Rights Shares stating whether they will exercise or not exercise their rights; b. a statement letter from holders of Multiple Voting Rights Shares stating that the holders of Multiple Voting Rights Shares have sufficient funds and are able to exercise the Pre-emptive Rights they hold, if the holders of Multiple Voting Rights Shares commit to taking shares issued by the Issuer through the exercise of Pre-emptive Rights to be obtained based on the proportion of share ownership of the holders of Multiple Voting Rights Shares in question; and
c. proof of sufficient funds from holders of Multiple Voting Rights Shares to support the statement letter as referred to in letter b.
(2) In the event that Pre-emptive Rights for Multiple Voting Rights Shares are exercised by parties other than holders of Multiple Voting Rights Shares or parties other than those determined to be able to hold Multiple Voting Rights Shares, the shares resulting from the exercise of such Pre-emptive Rights will become ordinary shares.

Second Section
Capital Increase Without Granting Pre-emptive Rights

Article 25
(1) Capital increases without granting Pre-emptive Rights, other than for improving financial positions, conducted by Issuers that apply Multiple Voting Rights Shares may only be conducted at most 10% (ten percent) of the number of shares that have been issued and fully paid-up or paid-up capital stated in the articles of association amendment that has been notified and received by the competent minister at the time of the announcement of the General Meeting of Shareholders, with the provisions:
a. shares issued must be ordinary shares, unless taken and paid-up by holders of Multiple Voting Rights Shares and/or parties determined to be able to hold Multiple Voting Rights Shares to maintain voting rights ownership of more than 50% (fifty percent) of all voting rights; b. capital increases other than for share ownership programs are conducted within 1 (one) year from the General Meeting of Shareholders for the aforementioned capital increase; and
c. capital increases for share ownership programs are conducted within 5 (five) years from the General Meeting of Shareholders for the aforementioned share ownership program capital increase.
(2) Capital increases without granting Pre-emptive Rights as referred to in paragraph (1) must first obtain approval from the General Meeting of Shareholders.

Article 26
(1) Issuers that apply Multiple Voting Rights Shares may conduct capital increases without granting Pre-emptive Rights exceeding the 10% (ten percent) limit as referred to in Article 25 paragraph (1) by first obtaining approval from Independent Shareholders in the General Meeting of Shareholders. (2) Capital increases without granting Pre-emptive Rights as referred to in paragraph (1) may be conducted up to at most 20% (twenty percent) of the number of shares that have been issued and fully paid-up or paid-up capital stated in the articles of association amendment that has been notified and received by the competent minister at the time of the announcement of the General Meeting of Shareholders.

Article 27
(1) To maintain the voting rights ownership of holders of Multiple Voting Rights Shares at least more than 50% (fifty percent) of all voting rights, then:
a. holders of Multiple Voting Rights Shares; and/or b. parties determined to be able to hold Multiple Voting Rights Shares, can participate in capital increases without granting Pre-emptive Rights as referred to in Article 25 paragraph (1) letter a. (2) Shares issued to holders of Multiple Voting Rights Shares and/or parties determined to be able to hold Multiple Voting Rights Shares in the capital increase without granting Pre-emptive Rights as referred to in paragraph (1) may be Multiple Voting Rights Shares. (3) Capital increases without granting Pre-emptive Rights as referred to in paragraph (1) still refer to the limit on capital increases without granting Pre-emptive Rights as referred to in Article 25.

Article 28
(1) Issuers that apply Multiple Voting Rights Shares may conduct capital increases for share ownership programs other than capital increases without granting Pre-emptive Rights as referred to in Article 25, with the provisions:
a. having obtained approval from the General Meeting of Shareholders before the Public Offering is conducted; b. having been disclosed in the prospectus in the context of the Public Offering;
c. capital increases can only be conducted at most 15% (fifteen percent) of the number of shares that have been issued and fully paid-up or paid-up capital and within a maximum period of 10 (ten) years after the effectiveness of the Registration Statement in the context of the Public Offering;
d. capital increases in 1 (one) year are at most 1.5% (one point five percent) of the number of shares that have been issued and fully paid-up or paid-up capital; e. the implementation of capital increases as referred to in letter d is conducted at most within a period of 5 (five) years from the date the share ownership program starts each year; and f. the time, method, and number of new shares to be issued each year as referred to in letter d in the implementation of capital increases are determined by the Board of Commissioners and implemented by the Board of Directors. (2) The limit on the number of shares that have been issued and fully paid-up or paid-up capital as referred to in paragraph (1) letters c and d refers to the number of shares that have been issued and fully paid-up or paid-up capital stated in the articles of association amendment that has been notified and received by the competent minister at the time of the announcement of the General Meeting of Shareholders approving the capital increase for the aforementioned share ownership program. (3) In the prospectus in the context of the Public Offering as referred to in paragraph (1) letter b, information must be disclosed regarding:
a. potential dilution to shareholders; b. the number of shares or options;
c. requirements for parties that can participate in the share ownership program;
d. conditions, provisions, and procedures for the issuance of shares or options; and e. the estimated burden borne by the Issuer in the implementation of the share ownership program.
(4) In the event that the Issuer will make changes to information regarding the share ownership program that has been disclosed in the prospectus as referred to in paragraph (3), the Issuer is required to first obtain approval from the General Meeting of Shareholders.

Article 29
(1) Issuers that conduct capital increases as referred to in Article 28 paragraph (1) are required to:
a. submit information openness to the Financial Services Authority; and b. announce information to shareholders, at the latest 14 (fourteen) working days before the implementation of each capital increase as referred to in Article 28 paragraph (1) letter d. (2) Information openness as referred to in paragraph (1) must contain at least:
a. the period of implementation of the capital increase; and b. risks or impacts of the capital increase on shareholders including dilution.
(3) Announcements as referred to in paragraph (1) must be conducted at least through the stock exchange website and the Issuer's website.

Article 30
(1) In the event that capital increases as referred to in Article 25 other than for share ownership programs are conducted to service providers or goods providers using platforms and are implemented through Public Offerings, such capital increases without granting Pre-emptive Rights must follow provisions in legislation in the capital market sector regulating Public Offerings. (2) In the event that capital increases as referred to in paragraph (1) are material transactions and/or affiliated transactions, the Issuer is exempt from following provisions as regulated in Financial Services Authority regulations regarding material transactions and changes in business activities and Financial Services Authority regulations regarding affiliated transactions and conflicts of interest transactions.

Article 31
(1) Share deposits in capital increases for share ownership programs as referred to in Article 25 paragraph (1) letter c and Article 28 and capital increases as referred to in Article 30 can be conducted in the form of:
a. cash deposits; and/or b. compensation of claim rights into share deposits.
(2) The recording of new shares for capital increases as referred to in paragraph (1) is conducted based on generally accepted accounting standards.

Article 32
(1) In addition to capital increases without granting Pre-emptive Rights as referred to in Article 25 and Article 28, Issuers that apply Multiple Voting Rights Shares may conduct capital increases without granting Pre-emptive Rights for the listing of shares on stock exchanges in other countries, with the provisions:
a. having obtained approval from the General Meeting of Shareholders before the Public Offering is conducted; b. having been disclosed in the prospectus in the context of the Public Offering;
c. the issuance of new shares for the listing of shares on stock exchanges in other countries is conducted within a maximum period of 2 (two) years after the effectiveness of the Registration Statement in the context of the Public Offering; and
d. can only be conducted at most 10% (ten percent) of the number of shares that have been issued and fully paid-up or paid-up capital stated in the articles of association amendment that has been notified and received by the competent minister at the time the capital increase is to be conducted. (2) In the prospectus in the context of the Public Offering as referred to in paragraph (1) letter b, information must be disclosed at least:
a. the estimated period of the Public Offering and the date of listing on the stock exchange in the other country; b. the name of the stock exchange where the Securities are listed;
c. the maximum number of Equity Securities, risks, or impacts of the capital increase on shareholders including potential dilution; and
d. a statement that capital increases without granting Pre-emptive Rights for the listing of shares on stock exchanges in other countries are not offered to Indonesian citizens and do not use Public Offering provisions applicable in Indonesia. (3) Issuers that conduct capital increases without granting Pre-emptive Rights as referred to in paragraph (1) are required to:
a. submit reports of information or material facts to the Financial Services Authority; and b. announce information or material facts to the public, at the latest at the same time as the information openness conducted in the other country where the shares are listed. (4) Reports of information or material facts to the Financial Services Authority and announcements of information or material facts to the public as referred to in paragraph (3) must contain information that is substantively the same as the information openness conducted in the other country where the shares are listed.

Third Section
Stock Split or Share Consolidation

Article 33
Stock splits or share consolidations conducted by Issuers that apply Multiple Voting Rights Shares must be conducted for all share classifications, except for shares with special voting rights owned by the government.

CHAPTER V
GENERAL MEETING OF SHAREHOLDERS

Article 34
Plans and organization of the General Meeting of Shareholders of Issuers that apply Multiple Voting Rights Shares must be conducted in accordance with provisions as regulated in Financial Services Authority regulations regarding plans and organization of the General Meeting of Shareholders of public companies, except as specifically regulated in this Financial Services Authority Regulation.

Article 35
In addition to containing information regarding the summons of the General Meeting of Shareholders as regulated in Financial Services Authority regulations regarding plans and organization of the General Meeting of Shareholders of public companies, Issuers that apply Multiple Voting Rights Shares are required to add information regarding the percentage of Multiple Voting Rights Shares and the ratio of voting rights of Multiple Voting Rights Shares to the voting rights of ordinary shares in the summons of the General Meeting of Shareholders.

Article 36
Provisions regarding the quorum of attendance and quorum of decisions for the General Meeting of Shareholders for Issuers that apply Multiple Voting Rights Shares must be implemented in accordance with provisions regarding the quorum of attendance and quorum of decisions for the General Meeting of Shareholders as regulated in Financial Services Authority regulations regarding plans and organization of the General Meeting of Shareholders of public companies, with the provision that the calculation of attendance and the calculation of the results of voting are based on the number of votes owned by the shareholders present.

Article 37
(1) In addition to meeting the quorum of attendance as referred to in Article 36, in every organization of the General Meeting of Shareholders, the number of ordinary shares present in the General Meeting of Shareholders must represent at least 1/20 (one per twenty) of the total number of voting rights of ordinary shares owned by shareholders other than holders of Multiple Voting Rights Shares. (2) In the event that in the first and second General Meetings of Shareholders the number of ordinary shares present in the General Meeting of Shareholders is less than 1/20 (one per twenty) as referred to in paragraph (1), the limit on the number of ordinary shares present in the third General Meeting of Shareholders is determined by the Financial Services Authority upon application by the Issuer.

Article 38
Each Multiple Voting Share has 1 (one) vote at the General Meeting of Shareholders at least on each agenda item:
a. amendments to the Issuer's Articles of Association that must obtain approval from the Minister in charge of the government affairs in the field of law and human rights, except for changes to the basic capital; b. the appointment or dismissal of independent commissioners;
c. the appointment or dismissal of a public accountant or a public accounting firm that will provide audit services over the Issuer's annual historical financial information; and
d. the submission of a petition for the Issuer to be declared bankrupt or dissolved.

CHAPTER VI
OTHER PROVISIONS

Article 39
In addition to the information disclosure as referred to in the Financial Services Authority regulations regarding annual reports, Issuers implementing Multiple Voting Shares are also required to include the following information in their annual reports:
a. the number of shares and voting rights of each share classification at the Issuer, both ordinary share classifications and Multiple Voting Shares; b. disclosure of Multiple Voting Shareholders;
c. information and certain material facts, specifically regarding the conversion or termination of Multiple Voting Shares, if there is certain information and material facts; and
d. the contribution of Multiple Voting Shareholders in utilizing technology to create product innovations that increase productivity and economic growth and have broad social benefits.

Article 40
(1) Multiple Voting Shareholders and parties who are beneficial owners of legal entities that are Multiple Voting Shareholders are required to report to the Financial Services Authority regarding their ownership and any changes in their share ownership, in accordance with the Financial Services Authority regulations regarding ownership reports or any changes in share ownership of public companies. (2) Multiple Voting Shareholders and parties who are beneficial owners of legal entities that are Multiple Voting Shareholders are required to submit reports on their ownership and any changes in their share ownership at the latest on the end of the 2nd (second) business day after the occurrence of the change in their share ownership to the Issuer. (3) The Issuer is required to announce the ownership and any changes in the share ownership of Multiple Voting Shareholders as referred to in paragraph (2) through the stock exchange website and the Issuer's website at the latest on the end of the 2nd (second) business day after receiving the report from the Multiple Voting Shareholder. (4) Information regarding ownership and any changes in share ownership as referred to in paragraph (2) constitutes insider information until the Issuer announces such information as referred to in paragraph (3).

CHAPTER VII
ADMINISTRATIVE SANCTIONS

Article 41
(1) Any party that violates the provisions as referred to in Article 5 paragraph (3), Article 6 paragraph (1) and (2), Article 7, Article 8 paragraph (2), Article 9 paragraph (1), (2), (3), and (4), Article 10 paragraph (1), Article 11 paragraph (1), Article 12 paragraph (1) and (8), Article 13 paragraph (4), Article 15 paragraph (1), (2), and (4), Article 16 paragraph (3), Article 17 paragraph (2), Article 23, Article 24 paragraph (1), Article 25 paragraph (2), Article 28 paragraph (4), Article 29 paragraph (1) and (3), Article 30 paragraph (1), Article 32 paragraph (3) and (4), Article 33, Article 34, Article 35, Article 36, Article 39, Article 40 paragraph (1), (2), and (3), shall be subject to administrative sanctions. (2) Sanctions as referred to in paragraph (1) are also imposed on parties who cause the occurrence of violations as referred to in paragraph (1). (3) Sanctions as referred to in paragraph (1) and paragraph (2) are imposed by the Financial Services Authority. (4) Administrative sanctions as referred to in paragraph (1) consist of:
a. written warning; b. fines, namely the obligation to pay a certain amount of money;
c. restriction of business activities;
d. suspension of business activities; e. revocation of business license; f. cancellation of approval; and/or g. cancellation of registration.
(5) Administrative sanctions as referred to in paragraph (4) 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 (4) letter a. (6) Administrative sanctions in the form of fines as referred to in paragraph (4) letter b may be imposed separately or together with the imposition of administrative sanctions as referred to in paragraph (4) letters c, d, e, f, or g. (7) The procedures for imposing sanctions as referred to in paragraph (3) are carried out in accordance with the provisions of applicable legislation.

Article 42
In addition to administrative sanctions as referred to in Article 41 paragraph (4), the Financial Services Authority may take specific actions against any party that violates the provisions of this Financial Services Authority Regulation.

Article 43
The Financial Services Authority may announce the imposition of administrative sanctions as referred to in Article 41 paragraph (4) and specific actions as referred to in Article 42 to the public.

CHAPTER VIII
CLOSING PROVISIONS

Article 44
This Financial Services Authority Regulation shall come into force on the date of its enactment.

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

To ensure that everyone knows it, it is ordered to promulgate this Financial Services Authority Regulation by placing it in the State Gazette of the Republic of Indonesia.

Established in Jakarta on December 1, 2021
CHAIRMAN OF THE COMMISSIONERS
FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA, signed
WIMBOH SANTOSO

Promulgated in Jakarta on December 2, 2021
MINISTER OF LAW AND HUMAN RIGHTS
REPUBLIC OF INDONESIA, signed
YASONNA H. LAOLY

STATE GAZETTE OF THE REPUBLIC OF INDONESIA YEAR 2021 NUMBER 261

EXPLANATION
OF
FINANCIAL SERVICES AUTHORITY REGULATION
OF THE REPUBLIC OF INDONESIA
NUMBER 22/POJK.04/2021
REGARDING
THE IMPLEMENTATION OF MULTIPLE VOTING SHARE CLASSIFICATION BY HIGH-GROWTH INNOVATIVE ISSUERS CONDUCTING PUBLIC OFFERINGS OF EQUITY SHARES

I. GENERAL
Technological development brings positive impacts to the economy. The aforementioned technological development causes the emergence of companies that create new innovations with high productivity and growth levels (new economy).

Furthermore, to encourage market deepening, it is necessary to accommodate companies creating the new economy in Indonesia so that they can conduct Public Offerings and be listed in Indonesia by formulating regulations suitable for the characteristics of such companies. Such regulations include regulations regarding the implementation of dual class shares with multiple voting shares, which aim to protect the vision and mission of the company built by the founders so that business goals and development can continue to proceed.

The implementation of dual class shares with multiple voting shares is a practice commonly applied to technology-based companies abroad. Several exchanges such as the Hong Kong Exchange (HKEX), New York Stock Exchange (NYSE), and National Association of Securities Dealers Automated Quotations (Nasdaq) have policies supporting technology companies in implementing dual class shares with multiple voting shares, allowing technology companies to be listed on their markets.

Based on the aforementioned considerations and in order to provide a legal basis for Public Offerings by companies that create new innovations with high productivity and growth levels (new economy), it is necessary to regulate the Implementation of Multiple Voting Share Classification by High-Growth Innovative Issuers Conducting Public Offerings of Equity Securities.

II. ARTICLE BY ARTICLE

Article 1
It is clear enough.

Article 2
It is clear enough.

Article 3
Paragraph (1)
It is clear enough.

Paragraph (2)
Letter a
The term "using technology" can be demonstrated by the company's success in creating technology that is the company's main business.
Product innovation can be new technology, innovation, and/or a new business model, which also serves to differentiate the company from existing business actors.
In addition, product innovation can also be seen from the existence of unique features or intellectual property rights owned by the company.
The term "social benefit" means that this product innovation is related to the broad extent of product users and the business chains involved in distributing products to the public, which indirectly relates to job provision and other social benefits.

Letter b
It is clear enough.

Letter c
In practice, the compound annual growth rate is also called Compound Annual Growth Rate (CAGR).

Letter d
It is clear enough.

Letter e
It is clear enough.

Paragraph (3)
It is clear enough.

Paragraph (4)
It is clear enough.

Article 4
Letter a
It is clear enough.

Letter b
It is clear enough.

Letter c
It is clear enough.

Letter d
It is clear enough.

Letter e
It is clear enough.

Letter f
The duration of Multiple Voting Shares is the time required by the Issuer to achieve its vision and mission.

Letter g
It is clear enough.

Letter h
It is clear enough.

Article 5
It is clear enough.

Article 6
Paragraph (1)
Example 1:
Before the Registration Statement becomes effective, Shareholder A becomes a Multiple Voting Shareholder.
Then Shareholder A cannot transfer their shares for 2 (two) years after the Registration Statement becomes effective.

Example 2:
After 1 (one) year the Registration Statement becomes effective, Shareholder A is approved to become a Multiple Voting Shareholder based on the decision of Independent Shareholders in the General Meeting of Shareholders. Then Shareholder A cannot transfer their shares for the remaining duration of the share transfer prohibition, which is 1 (one) year.

Paragraph (2)
The term "prohibited from transferring part or all of their owned ordinary shares" includes shares obtained during the Public Offering if the shareholder obtained shares in the Public Offering.

Paragraph (3)
It is clear enough.

Article 7
It is clear enough.

Article 8
It is clear enough.

Article 9
Paragraph (1)
The term "other Multiple Voting Shareholders" refers to existing Multiple Voting Shareholders.

Paragraph (2)
It is clear enough.

Paragraph (3)
It is clear enough.

Paragraph (4)
It is clear enough.

Paragraph (5)
It is clear enough.

Article 10
Paragraph (1)
The calculation of the share ownership percentage of Multiple Voting Shareholders is based on the total nominal value of the placed and fully paid-up capital.

Paragraph (2)
The calculation of the number of shares owned by Multiple Voting Shareholders is conducted on 1 (one) business day before the convening of the General Meeting of Shareholders, considering that shareholders entitled to attend the General Meeting of Shareholders are those registered in the Issuer's shareholder list implementing Multiple Voting Shares 1 (one) business day before the convening of the General Meeting of Shareholders.

Example:
On 1 (one) business day before the convening of the General Meeting of Shareholders, if the overall ownership by Multiple Voting Shareholders is 3.75% (three point seven five percent), then the ratio of voting rights of Multiple Voting Shares to ordinary share voting rights is 30 (thirty) to 1 (one).

Paragraph (3)
Example 1:
PT.A in the 2021 annual General Meeting of Shareholders on 1 (one) business day before the convening of the General Meeting of Shareholders, the overall ownership by Multiple Voting Shareholders is 3.75% (three point seven five percent), so the ratio of voting rights of Multiple Voting Shares to ordinary share voting rights is 30 (thirty) to 1 (one). In the subsequent General Meeting of Shareholders of PT.A held in 2022 on 1 (one) business day before the convening of the General Meeting of Shareholders, the overall ownership by Multiple Voting Shareholders becomes 3.3% (three point three percent), so the ratio of voting rights of Multiple Voting Shares to ordinary share voting rights is 40 (forty) to 1 (one).

Example 2:
PT.B in the 2021 annual General Meeting of Shareholders on 1 (one) business day before the convening of the General Meeting of Shareholders, the overall ownership by Multiple Voting Shareholders is 3.2% (three point two percent), so the ratio of voting rights of Multiple Voting Shares to ordinary share voting rights is 40 (forty) to 1 (one). PT.B in the 2022 annual General Meeting of Shareholders on 1 (one) business day before the convening of the General Meeting of Shareholders, the overall ownership by Multiple Voting Shareholders becomes 5.1% (five point one percent), so the ratio of voting rights of Multiple Voting Shares to ordinary share voting rights is 20 (twenty) to 1 (one).

Article 11
Paragraph (1)
It is clear enough.

Paragraph (2)
It is clear enough.

Paragraph (3)
The purpose of the regulation stating that the voting rights of ordinary shares held by parties other than Multiple Voting Shareholders must be at least 10% (ten percent) of all voting rights is to still provide such parties with rights as referred to in the Company Law, including the ability to convene a General Meeting of Shareholders, conduct examinations of the company, and file lawsuits through the district court against board members whose errors or negligence cause losses to the company.

Article 12
Paragraph (1)
The term "general meeting of shareholders" refers to the general meeting of shareholders held before the submission of the Registration Statement.
The term "parties who have been designated as Multiple Voting Shareholders in the general meeting of shareholders and included in the prospectus" can be founders or non-founders.

Paragraph (2)
With this provision, Multiple Voting Shareholders must hold at least 2.44% (two point four four percent) of shares from the total placed and paid-up capital.

Paragraph (3)
It is clear enough.

Paragraph (4)
It is clear enough.

Paragraph (5)
Letter a
Examples of parties disclosed in the prospectus for the Public Offering include heirs, affiliated companies, and special purpose vehicles.

Letter b
Significant contribution to the business or company growth of the Issuer implementing Multiple Voting Shares is proven by documents explaining the contribution to each achievement and growth of the Issuer implementing Multiple Voting Shares.

Paragraph (6)
Letter a
It is clear enough.

Letter b
This provision aims to ensure that the directors can understand and apply the vision and mission of the Multiple Voting Shareholders.

Letter c
In practice, companies whose business activities are in the management consulting field are also known as non-operating companies.

Paragraph (7)
Letter a
Control by shareholders who are no longer Multiple Voting Shareholders in the aforementioned legal entity can be done through the application of share classification where 1 (one) share gives more than 1 (one) voting right to the shareholder, ownership of at least more than 50% (fifty percent), or through a written agreement between shareholders (shareholder agreement).

Letter b
It is clear enough.

Paragraph (8)
It is clear enough.

Article 13
Paragraph (1)
Letter a
It is clear enough.

Letter b
The provision requiring the same voting rights reflects that each Multiple Voting Shareholder should have the same vision and mission in developing the Issuer.

Paragraph (2)
It is clear enough.

Paragraph (3)
It is clear enough.

Paragraph (4)
It is clear enough.

Article 14
Letter a
It is clear enough.

Letter b
It is clear enough.

Letter c
It is clear enough.

Letter d
It is clear enough.

Letter e
It is clear enough.

Letter f
The term "determination by relevant agencies" includes, among others, court decisions that have permanent legal force.

Article 15
Paragraph (1)
It is clear enough.

Paragraph (2)
It is clear enough.

Paragraph (3)
It is clear enough.

Paragraph (4)
It is clear enough.

Paragraph (5)
Electronic documents can be delivered using digital media such as compact discs, flash drives, or other electronic media.

Paragraph (6)
It is clear enough.

Article 16
Paragraph (1)
It is clear enough.

Paragraph (2)
Example of a new controller having an active role in changing Multiple Voting Shares into ordinary shares:
Multiple Voting Shareholders own 4% (four percent) of shares, consisting of:

1. Multiple Voting Shareholder A owns 1% (one percent).
2. Multiple Voting Shareholder B owns 2% (two percent).
3. Multiple Voting Shareholder C owns 1% (one percent).
   Thus, the combined ownership of Multiple Voting Shareholders has voting rights of 55.6% (fifty-five point six percent).
   Shareholder D is an ordinary shareholder with 49% (forty-nine percent) share ownership.
   Subsequently, Shareholder D purchases all Multiple Voting Shares owned by Multiple Voting Shareholder B, so that Multiple Voting Shareholders no longer have voting rights of more than 50% (fifty percent), resulting in the change of Multiple Voting Shares into ordinary shares. Thus, after the transaction, Multiple Voting Shareholders will have voting rights of 2% (two percent), while Shareholder D will become the new controller with share and voting rights ownership of 51% (fifty-one percent) of all voting rights. Due to this change in control, Shareholder D remains obligated to conduct a mandatory tender offer.

Paragraph (3)
It is clear enough.

Article 17
Paragraph (1)
The term "Electronic Public Offering System" refers to the Electronic Public Offering System provided by the Electronic Public Offering System provider as referred to in Financial Services Authority regulations regarding the implementation of Electronic Public Offerings of Equity Securities, Debt Securities, and/or Sukuk.

Paragraph (2)
It is clear enough.

Paragraph (3)
It is clear enough.

Article 18
Letter a
It is clear enough.

Letter b
The contribution of Multiple Voting Shareholders is proven by documents explaining that the shareholder, directly or indirectly, is the owner of the initial idea or the shareholder who significantly continues the idea in the establishment and/or development of the company, and the idea is supported by all company components, and is proven to generate economic growth and social benefits by the company.

Letter c
It is clear enough.

Article 19
Paragraph (1)
Letter a
It is clear enough.

Letter b
It is clear enough.

Letter c
It is clear enough.

Letter d
It is clear enough.

Letter e
It is clear enough.

Letter f
It is clear enough.

Letter g
It is clear enough.

Letter h
Number 1
It is clear enough.

Number 2
It is clear enough.

Number 3
It is clear enough.

Number 4
It is clear enough.

Number 5
It is clear enough.

Number 6
Example:
Contributions can be in the form of ideas or innovations in technology utilization or in the form of funds for the establishment and/or development of the Issuer.

Letter i
It is clear enough.

Letter j
Number 1
Letter a)
In practice, "total processing value" is also known as total processing value.

Letter b)
In practice, "gross merchandise value" is also known as gross merchandise value.

Letter c)
In practice, "total payment value" is also known as total payment value.

Letter d)
It is clear enough.

Number 2
It is clear enough.

Letter k
This investor criterion is linked to the Issuer's business character, including the inability to record profits in a short period and the potential for high share dilution.

Paragraph (2)
Supporting evidence can include, among others, opinions from experts or audit results from professionals.

Article 20
It is clear enough.

Article 21
It is clear enough.

Article 22
It is clear enough.

Article 23
The term "capital market legislation regulating capital additions" includes, among others, Financial Services Authority Regulation Number 32/POJK.04/2015 regarding Capital Addition of Public Companies by Granting Preemptive Rights, as amended by Financial Services Authority Regulation Number 14/POJK.04/2019 regarding Amendments to Financial Services Authority Regulation Number 32/POJK.04/2015 on Capital Addition of Public Companies by Granting Preemptive Rights. The term "other related regulations" includes, among others, Law Number 40 of 2007 regarding Limited Liability Companies.

Article 24
It is clear enough.

Article 25
Paragraph (1)
Shares issued in capital additions without granting Preemptive Rights implemented by designated parties that can have Multiple Voting Shares will still become ordinary shares if such parties have not been designated as Multiple Voting Shareholders. The term "competent minister" refers to the minister competent in the administration of law and human rights affairs. Share ownership programs are offers to employees, board members, and/or commissioners of Issuers implementing Multiple Voting Shares and/or controlled companies that meet the requirements to hold Issuer shares.

Paragraph (2)
It is clear enough.

Article 26
It is clear enough.

Article 27
It is clear enough.

Article 28
Paragraph (1)
Letter a
It is clear enough.

Letter b
It is clear enough.

Letter c
It is clear enough.

Letter d
It is clear enough.

Letter e
The term "implementation of capital addition" refers to the date of capital deposit implementation.

Letter f
It is clear enough.

Paragraph (2)
It is clear enough.

Paragraph (3)
It is clear enough.

Paragraph (4)
It is clear enough.

Article 29
It is clear enough.

Article 30
Paragraph (1)
In practice, providers of services or goods using platforms are known by terms such as partners and sellers.

Paragraph (2)
It is clear enough.

Article 31
Paragraph (1)
Letter a
Cash deposits can be made directly by employees themselves or paid by the Issuer on behalf of employees.

Letter b
It is clear enough.

Paragraph (2)
It is clear enough.

Article 32
It is clear enough.

Article 33
In practice, shares with special voting rights owned by the government are also known as dual-class shares.

Article 34
It is clear enough.

Article 35
It is clear enough.

Article 36
It is clear enough.

Article 37
It is clear enough.

Article 38
It is clear enough.

Article 39
It is clear enough.

Article 40
It is clear enough.

Article 41
It is clear enough.

Article 42
The term "specific actions" includes, among others, delaying the issuance of the effectiveness statement for the Registration Statement in the context of a Public Offering.

Article 43
It is clear enough.

Article 44
It is clear enough.

SUPPLEMENT TO THE STATE GAZETTE OF THE REPUBLIC OF INDONESIA NUMBER 6740