OJK Regulation No. 45 of 2024 on the Development and Strengthening of Issuers and Public Companies

EXTRACT
REGULATION OF THE FINANCIAL SERVICES AUTHORITY OF THE REPUBLIC OF INDONESIA NUMBER 45 OF 2024 CONCERNING THE DEVELOPMENT AND STRENGTHENING OF ISSUERS AND PUBLIC COMPANIES BY THE GRACE OF GOD THE ALMIGHTY, THE COMMISSIONERS OF THE FINANCIAL SERVICES AUTHORITY, Considering:
a. that with the enactment of Law Number 4 of 2023 concerning the Development and Strengthening of the Financial Sector, efforts are being made to develop and strengthen the capital market sector, particularly regarding regulations concerning issuers and public companies, in the form of adjusting provisions and having new regulations applicable to issuers and public companies; b. that to implement the provisions of Article 74 paragraph (1), Article 74 paragraph (7), Article 84A, Article 86 paragraph (3), and Article 87A of Law Number 8 of 1995 concerning the Capital Market as amended by Law Number 4 of 2023 concerning the Development and Strengthening of the Financial Sector, it is necessary to adjust regulations concerning issuers and public companies;
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 Development and Strengthening of Issuers and Public Companies;
Recalling:

1. Law Number 8 of 1995 concerning the Capital Market (State Gazette of the Republic of Indonesia Year 1995 Number 64, Supplement to the State Gazette of the Republic of Indonesia Number 3608) as amended by Law Number 4 of 2023 concerning the Development and Strengthening of the Financial Sector (State Gazette of the Republic of Indonesia Year 2023 Number 4, Supplement to the State Gazette of the Republic of Indonesia Number 6845);
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) as amended by Law Number 4 of 2023 concerning the Development and Strengthening of the Financial Sector (State Gazette of the Republic of Indonesia Year 2023 Number 4, Supplement to the State Gazette of the Republic of Indonesia Number 6845);
3. Law Number 4 of 2023 concerning the Development and Strengthening of the Financial Sector (State Gazette of the Republic of Indonesia Year 2023 Number 4, Supplement to the State Gazette of the Republic of Indonesia Number 6845);
   DECIDING:
   Establishing: A FINANCIAL SERVICES AUTHORITY REGULATION CONCERNING THE DEVELOPMENT AND STRENGTHENING OF ISSUERS AND PUBLIC COMPANIES.

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

1. Capital Market is a part of the financial system related to activities:
   a. public offerings and securities transactions; b. investment management;
   c. issuers and public companies related to the securities they issue; and
   d. institutions and professions related to securities.
2. Securities are financial instruments or investment contracts, whether in conventional and digital forms or other forms in accordance with technological developments, which grant their owners the right to directly or indirectly obtain economic benefits from the issuer or from a certain party based on an agreement and any derivatives over Securities, which can be transferred and/or traded on the Capital Market.
3. Public Offering is the activity of offering Securities conducted by an issuer to sell Securities to the public based on procedures regulated in the Law concerning the development and strengthening of the financial sector and its implementing regulations.
4. Issuer is the party conducting a Public Offering.
5. Public Company is a corporation with the number of shareholders and paid-up capital established by a Financial Services Authority Regulation.
6. Open Company is an Issuer that has conducted a Public Offering of equity-type Securities or a Public Company.
7. Registration Statement is a document that must be submitted to the Financial Services Authority by an Issuer in the context of a Public Offering or as a Public Company.
8. Securities Underwriter is a party that enters into a contract with an Issuer to guarantee the Public Offering of Securities by the Issuer with or without the obligation to purchase unsold remaining Securities.
9. Material Information or Fact is important and relevant information or facts regarding events, occurrences, or facts that can influence:
   a. the assessment of the price of Securities by market organizers on the Capital Market; b. the assessment of the price of Securities by investors, prospective investors, or other parties interested in such events, occurrences, or facts; and/or
   c. the decision of investors, prospective investors, or other parties interested in such events, occurrences, or facts.
10. Party means an individual, legal entity, company, joint venture, association, or organized group.
11. Stock Exchange is a market organizer in the capital market for exchange transactions.
12. Depository and Clearing Institution is a party that:
    a. conducts central custodian activities for Custodian Banks, Securities Companies, and other parties; and b. provides other services that can be applied to support inter-market activities.
13. Collective Custody is a custody service for Securities and/or funds owned jointly by more than one party whose interests are represented by a custodian.
14. Prospectus is a written document containing Issuer information and other information related to the Public Offering with the aim for other Parties to purchase Securities.
15. Initial Prospectus is a written document containing all information in the Prospectus submitted to the Financial Services Authority as part of the Registration Statement, except for information regarding nominal value, number and price of offered Securities, securities underwriting, bond interest rates, or other matters related to offering requirements that cannot yet be determined.
16. Summary Prospectus is a summary of the contents of the Initial Prospectus.
17. Initial Offering is an invitation, whether direct or indirect, using the Initial Prospectus, which aims among others to ascertain the interest of prospective buyers in the Securities to be offered and/or the estimated offering price of the Securities.
18. Independent Shareholder is a shareholder who does not have a personal economic interest in connection with a specific transaction and:
    a. is not a member of the Board of Directors, member of the Board of Commissioners, major shareholder, and controller; or b. is not an affiliate of members of the Board of Directors, members of the Board of Commissioners, major shareholders, and controllers.
19. General Meeting of Shareholders, hereinafter abbreviated as GMS, is the organ of an Open Company that has authority not delegated 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 Open Company.
20. Specific Action Order is an order given by the Financial Services Authority as part of supervisory actions.
21. Controller of an Open Company, hereinafter referred to as Controller, is a Party that directly or indirectly:
    a. owns more than 50% (fifty percent) of the shares of the Open Company from all fully paid-up shares with voting rights; or b. has the ability to determine, directly or indirectly, in any way, the management and/or policy of the Open Company.

CHAPTER II
ISSUERS AND PUBLIC COMPANIES
First Section
Public Offerings and Registration Statements
Paragraph 1
Effectiveness of the Registration Statement
Article 2
(1) The Registration Statement becomes effective on the 20th (twenty) working day since the receipt of the complete Registration Statement or on an earlier date if declared effective by the Financial Services Authority. (2) Within the period referred to in paragraph (1), the Financial Services Authority may request changes and/or additional information from the Issuer or Public Company. (3) In the event that the Issuer or Public Company submits changes and/or additional information as referred to in paragraph (2), the Registration Statement is considered to have been resubmitted on the date of receipt of the changes or additional information. (4) In the event that the Financial Services Authority requests changes and/or additional information from the Issuer or Public Company as referred to in paragraph (2), the calculation of the time for the effectiveness of the Registration Statement is calculated from the date of receipt of the said changes and/or additional information. (5) The Registration Statement cannot become effective until changes and/or additional information as referred to in paragraph (3) are received and meet the requirements established by the Financial Services Authority. (6) The time period for the Registration Statement can be changed to become effective earlier than the 20th (twenty) working day since the receipt of the complete Registration Statement.
Article 3
(1) The effective statement from the Financial Services Authority as referred to in Article 2 paragraph (1) can be given at any time after:
a. the adequacy and objectivity of the information disclosed in the Registration Statement have been reviewed by the Financial Services Authority, and the Financial Services Authority does not require additional information and has no further responses; and/or b. the Issuer has confirmed the presence or absence of changes in information or has submitted information regarding the number and price of offered Securities, securities underwriting, and/or the interest rate of debt-type Securities or yield of Sukuk. (2) The Initial Offering period is conducted for a minimum of 3 (three) working days and a maximum of 20 (twenty) working days, which can start with the provisions:
a. after the Financial Services Authority declares that the Issuer can conduct the Initial Offering; and b. after the Issuer has:

1. uploaded the Initial Prospectus, Summary Prospectus, or information disclosure regarding the Public Offering in accordance with the provisions of legislation in the capital market sector regarding the implementation of public offering activities for equity-type securities, debt-type securities, and/or sukuk electronically; or
2. announced the Summary Prospectus or information disclosure regarding the Public Offering in accordance with the provisions of legislation in the capital market sector regarding the registration procedure in the context of public offerings.
   (3) The confirmation as referred to in paragraph (1) letter b is submitted to the Financial Services Authority no later than the next working day after the completion of the Initial Offering period. (4) If within a period of 21 (twenty-one) working days after the announcement of the Summary Prospectus or Information Disclosure regarding the Public Offering, the Issuer does not submit the confirmation as referred to in paragraph (1) letter b, the Registration Statement submitted by the Issuer becomes void. (5) Changes or additional information as referred to in paragraph (1) letter b can be made in the form of a Prospectus supplement which is an inseparable part of the Prospectus. Paragraph 2 Changes and/or Additional Information on the Registration Statement
   Article 4
   Within a period of 20 (twenty) working days after the submission of the first Registration Statement, the Financial Services Authority may request changes and/or additional information necessary to complete the Registration Statement or to disclose all Material Information or Facts to investors or the public.
   Article 5
   Any changes and/or additional information requested by the Financial Services Authority after a period of 20 (twenty) working days after the submission of the first Registration Statement must be based on the consideration that such changes and/or additional information are necessary to disclose all Material Information or Facts to investors and the public.

Second Section
Public Offerings of Equity-Type Securities
Article 6
Parties conducting a Public Offering of equity-type Securities must:
a. list their equity-type Securities on the Stock Exchange; and b. register their equity-type Securities with the Collective Custody at the Depository and Clearing Institution.
Article 7
(1) Any Party violating the provisions as referred to in Article 6 is subject to administrative sanctions.
(2) Sanctions as referred to in paragraph (1) are also imposed on Parties causing the violation 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) Sanctions as referred to in paragraph (1) consist 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 registration; and/or g. revocation of the effectiveness of the Registration Statement.
(5) Administrative sanctions as referred to in paragraph (4) letters b, c, d, e, f, and g can be imposed with or without prior imposition of an administrative sanction in the form of a written warning as referred to in paragraph (4) letter a. (6) Administrative sanctions in the form of a fine as referred to in paragraph (4) letter b can be imposed separately or together with the imposition of administrative sanctions as referred to in paragraph (4) letters c, d, e, f, and g. (7) The procedure for imposing sanctions as referred to in paragraph (3) is carried out in accordance with the provisions of legislation in the field of the Capital Market.

Third Section
Implementation of Share Repurchase of Open Companies Whose Share Listings Will Be Cancelled by the Stock Exchange
Article 8
(1) In the event that an Open Company will have its share listing cancelled on the Stock Exchange based on a Board of Directors decision of the Stock Exchange regarding cancellation of listing, the Party that is:
a. the Open Company; or b. the Controller of the Open Company and/or other Parties, where the Open Company meets certain conditions as regulated in this Financial Services Authority Regulation, must conduct a repurchase of all shares held by public shareholders. (2) The Board of Directors decision of the Stock Exchange regarding cancellation of listing as referred to in paragraph (1) must be announced to the public in accordance with the Stock Exchange Regulation. (3) The implementation of share repurchase as referred to in paragraph (1) begins no later than 30 (thirty) days after the Stock Exchange announcement to the public regarding the cancellation of listing decision as referred to in paragraph (2). (4) The Party as referred to in paragraph (1) must conduct information disclosure regarding the share repurchase to the public before the implementation of the share repurchase. (5) The certain conditions as referred to in paragraph (1) letter b include Open Companies that:
a. have not held annual General Meetings of Shareholders for the last 2 (two) years before the cancellation of their share listing; b. have not submitted periodic reports for the last 2 (two) years before the cancellation of their share listing;
c. have violated provisions of legislation in the Capital Market sector, where the Controller participated in obtaining benefits or caused the violation; and/or
d. other conditions based on the consideration of the Financial Services Authority.
(6) Fulfillment of the obligation to repurchase shares as referred to in paragraph (1) can be replaced by other Parties.
(7) In the event that the obligation to repurchase shares as referred to in paragraph (1) is carried out by other Parties with the provisions:
a. the obligation to repurchase by the Open Company or Controller is considered fulfilled; and b. it does not eliminate the responsibility of the Open Company or Controller as referred to in paragraph (1) letters a and b.
Article 9
(1) In the event that the Open Company and/or Controller of the Open Company does not start conducting information disclosure and/or share repurchase as referred to in Article 8 paragraph (3) and paragraph (4), the Financial Services Authority has the authority to issue a Specific Action Order to the Open Company and/or Controller of the Open Company to implement share repurchase and information disclosure. (2) In the event that the Financial Services Authority issues a Specific Action Order as referred to in paragraph (1), the Open Company and/or Controller of the Open Company must execute the Specific Action Order to implement share repurchase and information disclosure.
Article 10
(1) Information disclosure to the public as referred to in Article 8 paragraph (4) must be conducted through the Stock Exchange website.
(2) Information disclosure as referred to in paragraph (1) must contain information at least:
a. schedule for the implementation of share repurchase; b. price of share repurchase;
c. duration of share repurchase;
d. method to be used to buy back shares; e. name and identity of the appointed securities company, if share repurchase is conducted through the Stock Exchange; and f. the purpose of conducting share repurchase from public shareholders so that the number of shareholders is less than 50 (fifty) Parties. (3) The Open Company must submit information disclosure to the Financial Services Authority at the same time as the announcement of information disclosure to the public as referred to in paragraph (1).
Article 11
(1) The implementation of share repurchase as referred to in Article 8 is conducted with the provisions:
a. completed no later than the effectiveness of the cancellation of listing based on the cancellation of listing decision of the Stock Exchange Board of Directors or 6 (six) months after the date of information disclosure as referred to in Article 8 paragraph (4); b. can be conducted without first obtaining approval from the General Meeting of Shareholders;
c. can be conducted up to an amount more than 10% (ten percent) of the paid-up capital of the Open Company;
d. conducted until the number of shareholders is less than 50 (fifty) Parties or another amount established by the Financial Services Authority; and e. can be conducted through the Stock Exchange or outside the Stock Exchange. (2) The implementation of share repurchase up to the amount as referred to in paragraph (1) letter d is completed within a period of 6 (six) months since the implementation of information disclosure regarding the plan for share repurchase. (3) The Financial Services Authority has the authority to extend the time period for the implementation of share repurchase as referred to in paragraph (1) letter a. (4) The extension of the time period for the implementation of share repurchase as referred to in paragraph (3) can be conducted with the provisions:
a. the extension of the time period can only be done once with a maximum duration of 6 (six) months; and b. is given to Open Companies that meet the condition of having:

1. made best efforts in the implementation of share repurchase shown by evidence in the form of documents or information that the Open Company has conducted repurchase of more than 50% (fifty percent) of shares owned by public shareholders; and
2. formulated an action plan and committed that with the extension of the share repurchase time period, the Open Company:

1. achieves the target of meeting the number of shareholders at a certain amount; or
2. has a list of shareholders stating their interest in having their shares repurchased.
   Article 12
   The Party as referred to in Article 8 paragraph (1) must submit a report on the results of the implementation of share repurchase to the Financial Services Authority no later than 5 (five) working days after the end of the share repurchase.
   Article 13
   (1) In the event that there is another Party conducting a tender offer for all shares owned by public shareholders so that the number of shareholders reaches the amount as referred to in Article 11 paragraph (1) letter d, the implementation of share repurchase is considered fulfilled. (2) The tender offer as referred to in paragraph (1) is conducted in accordance with the Financial Services Authority Regulation concerning voluntary tender offers, except for provisions regarding price.
   Article 14
   (1) The price of share repurchase or the price of tender offer for all shares owned by public shareholders:
   a. the average trading price of the Open Company's shares on the Stock Exchange in the last 30 (thirty) days calculated backwards from the last trading day or the day trading was temporarily halted; or b. book value per share based on the latest financial report, is used, whichever is higher. (2) The latest financial report as referred to in paragraph (1) letter b is the latest financial report submitted to the Financial Services Authority in accordance with the Financial Services Authority Regulation concerning the submission of periodic financial reports by Issuers or Public Companies.
   Article 15
   (1) Any Party violating the provisions as referred to in Article 8 paragraph (1), paragraph (2), paragraph (4), Article 9 paragraph (2), Article 10 paragraph (1), paragraph (3), and Article 12 is subject to administrative sanctions and/or other actions. (2) Sanctions as referred to in paragraph (1) are also imposed on Parties causing the violation 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. 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 registration; and/or g. revocation of the effectiveness of the Registration Statement.
   (5) Administrative sanctions as referred to in paragraph (4) letters b, c, d, e, f, and g can be imposed with or without prior imposition of an administrative sanction 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 can be imposed separately or together with the imposition of administrative sanctions as referred to in paragraph (4) letter c, letter d, letter e, letter f, and letter g. (7) The procedure for imposing sanctions as referred to in paragraph (3) is carried out in accordance with provisions of legislation in the field of the Capital Market.

Fourth Section
Change of Status of Public Companies to Closed Companies

Paragraph 1
Voluntary Change of Status of Public Companies to Closed Companies

Article 16
(1) Public Companies that will change their status to Closed Companies must:
a. obtain approval from Independent Shareholders in the General Meeting of Shareholders (GMS); b. conduct a repurchase of all shares owned by public shareholders so that the number of shareholders becomes less than 50 (fifty) Parties or another amount determined by the Financial Services Authority;
c. announce information openness to the public and submit it to the Financial Services Authority at the same time as the GMS announcement as referred to in letter a; and
d. submit an application for the withdrawal of the effectiveness of the Registration Statement in the context of a Public Offering of Equity Securities or the Registration Statement of a Public Company to the Financial Services Authority.

(2) The application as referred to in paragraph (1) letter d must be accompanied by documents:
a. a statement from:

1. The Depository and Clearing Institution; and
2. The Securities Administration Bureau or Public Companies that conduct their own securities administration,
   which states that the shareholders of the Public Company have met the provisions as referred to in paragraph (1) letter b by attaching the latest shareholder structure; b. a statement from the Stock Exchange stating that the Public Company has met all its obligations to the Stock Exchange;
   c. a statement from the Depository and Clearing Institution stating that the Public Company has met its obligations to the Depository and Clearing Institution;
   d. proof of settlement of administrative sanction obligations in the form of fines and/or interest and other obligations to the Financial Services Authority, if there are obligations for administrative sanctions in the form of fines and/or interest and other obligations; and e. a copy of the approval of the Minister in charge of government affairs in the field of law regarding the amendment of the Articles of Association.

(3) The statement documents as referred to in paragraph (2) letter a can be supplemented and/or replaced with documents resulting from a tender offer by other Parties.
(4) The Financial Services Authority withdraws the effectiveness of the Registration Statement in the context of a Public Offering of Equity Securities and/or the Registration Statement of a Public Company within a maximum of 14 (fourteen) working days after the application as referred to in paragraph (1) letter d is received in complete form. (5) The Financial Services Authority issues a letter ordering:
a. The Stock Exchange to cancel the listing of Securities on the Stock Exchange; and b. The Depository and Clearing Institution to cancel the registration of Securities in Collective Custody at the Depository and Clearing Institution, after the withdrawal of the effectiveness of the Registration Statement as referred to in paragraph (4).

Article 17
(1) The Stock Exchange is required to cancel the listing of Securities of Public Companies within a maximum of 14 (fourteen) working days after receiving the letter from the Financial Services Authority as referred to in Article 16 paragraph (5) letter a. (2) The Depository and Clearing Institution is required to cancel the registration of Securities of Public Companies in Collective Custody no later than 14 (fourteen) working days after receiving the letter from the Financial Services Authority as referred to in Article 16 paragraph (5) letter b.

Paragraph 2
Change of Status of Public Companies to Closed Companies Based on the Order of the Financial Services Authority

Article 18
(1) In certain conditions, the Financial Services Authority can order Public Companies to change their status from Public Companies to Closed Companies, with a copy sent to the Stock Exchange. (2) The Stock Exchange is required to halt the trading of Securities of Public Companies as referred to in paragraph (1) as soon as possible, no later than on the next trading day after receiving the copy as referred to in paragraph (1). (3) The change of status from Public Companies to Closed Companies as referred to in paragraph (1) must be accompanied by actions by the Public Company to:
a. obtain GMS approval; b. announce to the public as soon as possible, no later than 2 (two) working days after receiving the status change order from the Financial Services Authority;
c. conduct a repurchase of all shares owned by public shareholders so that the number of shareholders becomes less than 50 (fifty) Parties or another amount determined by the Financial Services Authority;
d. submit a statement stating that the shareholders of the Public Company have met the provisions as referred to in letter c, by attaching the latest shareholder structure, from:

1. The Depository and Clearing Institution; and
2. The Securities Administration Bureau or Public Companies that conduct their own securities administration;
   e. meet all its obligations to the Financial Services Authority, the Stock Exchange, and the Depository and Clearing Institution; and f. request approval for the amendment of the Articles of Association regarding the status of Public Companies to Closed Companies from the Minister in charge of government affairs in the field of law.

(4) Public Companies as referred to in paragraph (1) are required to start changing their status from Public Companies to Closed Companies with the provisions:
a. started no later than 30 (thirty) days after the date of the Financial Services Authority's order letter; and b. carried out by submitting a notification of the GMS agenda to change the status of Public Companies to Closed Companies to the Financial Services Authority. (5) The procedure and time limit for holding the GMS as referred to in paragraph (3) letter a are determined by the Financial Services Authority. (6) Public Companies are required to submit proof of fulfillment of obligations as referred to in paragraph (3) letter d, letter e, and letter f to the Financial Services Authority no later than 14 (fourteen) working days after the date of the Minister's approval in charge of government affairs in the field of law regarding the amendment of the Articles of Association. (7) The Financial Services Authority withdraws the effectiveness of the Registration Statement in the context of a Public Offering of Equity Securities and/or the Registration Statement of a Public Company no later than 14 (fourteen) working days after receiving the proof of fulfillment of obligations as referred to in paragraph (6). (8) The Financial Services Authority issues a letter ordering:
a. The Stock Exchange to cancel the listing of Securities on the Stock Exchange; and b. The Depository and Clearing Institution to cancel the registration of Securities in Collective Custody at the Depository and Clearing Institution, after the withdrawal of the effectiveness of the Registration Statement as referred to in paragraph (7).

Article 19
(1) The Stock Exchange is required to cancel the listing of Securities of Public Companies no later than 14 (fourteen) working days after receiving the letter from the Financial Services Authority as referred to in Article 18 paragraph (8) letter a. (2) The Depository and Clearing Institution is required to cancel the registration of Securities of Public Companies in Collective Custody no later than 14 (fourteen) working days after receiving the letter from the Financial Services Authority as referred to in Article 18 paragraph (8) letter b.

Paragraph 3
Change of Status of Public Companies to Closed Companies as a Result of Cancellation of Stock Listing by the Stock Exchange

Article 20
(1) In certain conditions, the Stock Exchange can cancel the listing of Equity Securities of Public Companies.
(2) Certain conditions as referred to in paragraph (1) include:
a. Public Companies experience a condition or event that has a significant negative impact on the continuity of the Public Company's business; and/or b. Public Companies do not meet the listing requirements for Securities on the Stock Exchange.

Article 21
The Stock Exchange is required to submit a notification to the Financial Services Authority no later than 2 (two) working days:
a. after Public Companies experience certain conditions as referred to in Article 20 paragraph (2); b. after the issuance of the Board of Directors' decision of the Stock Exchange regarding the cancellation of listing as referred to in Article 8 paragraph (1); and
c. before the effectiveness of the cancellation decision of Securities listing for Public Companies.

Article 22
(1) Public Companies whose Securities listing is cancelled by the Stock Exchange as referred to in Article 20 are required to start changing their status from Public Companies to Closed Companies within a maximum period of 30 (thirty) days after the effective cancellation of the Securities listing by the Stock Exchange. (2) The change of status from Public Companies to Closed Companies as referred to in paragraph (1) is counted from the time the notification of the GMS agenda to change the status of Public Companies to Closed Companies is submitted to the Financial Services Authority.

Article 23
(1) The status change as referred to in Article 22 paragraph (2) must be accompanied by actions by the Public Company to:
a. obtain GMS approval; b. conduct a repurchase of all shares owned by public shareholders so that the number of shareholders becomes less than 50 (fifty) Parties or another amount determined by the Financial Services Authority;
c. announce information openness to the public and submit it to the Financial Services Authority at the same time as the GMS announcement as referred to in letter a;
d. submit a statement stating that the shareholders of the Public Company have met the provisions as referred to in letter b, by attaching the latest shareholder structure, from:

1. The Depository and Clearing Institution; and
2. The Securities Administration Bureau or Public Companies that conduct their own securities administration;
   e. meet all its obligations to the Financial Services Authority, the Stock Exchange, and the Depository and Clearing Institution; and f. request approval for the amendment of the Articles of Association regarding the status of Public Companies to Closed Companies from the Minister in charge of government affairs in the field of law.

(2) Public Companies are required to submit proof of fulfillment of obligations as referred to in paragraph (1) letter d, letter e, and letter f to the Financial Services Authority no later than 14 (fourteen) working days after the date of the Minister's approval in charge of government affairs in the field of law regarding the amendment of the Articles of Association. (3) The Financial Services Authority withdraws the effectiveness of the Registration Statement in the context of a Public Offering of Equity Securities and/or the Registration Statement of a Public Company no later than 14 (fourteen) working days after receiving the proof of fulfillment of obligations as referred to in paragraph (2), except for the fulfillment of documents as referred to in paragraph (1) letter e. (4) The Financial Services Authority issues a letter ordering the Depository and Clearing Institution to cancel the registration of Securities in Collective Custody at the Depository and Clearing Institution, after the withdrawal of the effectiveness of the Registration Statement as referred to in paragraph (3).

Article 24
(1) In the event that Public Companies do not submit the notification of the GMS agenda as referred to in Article 22 paragraph (2), the Financial Services Authority has the authority to issue Specific Action Orders to Public Companies and/or Controlling Shareholders of Public Companies to carry out the change of status of Public Companies to Closed Companies. (2) In the event that the Financial Services Authority issues Specific Action Orders as referred to in paragraph (1), Public Companies and/or Controlling Shareholders of Public Companies are required to carry out the Specific Action Orders to implement the change of status of Public Companies to Closed Companies.

Article 25
(1) Public Companies whose stock listing has been cancelled are required to start changing their status from Public Companies to Closed Companies within a maximum period of 60 (sixty) working days after this Financial Services Authority Regulation is promulgated. (2) The change of status from Public Companies to Closed Companies as referred to in paragraph (1) is counted from the time the notification of the GMS agenda to change the status of Public Companies to Closed Companies is submitted to the Financial Services Authority. (3) The status change procedure as referred to in paragraph (1) must be carried out in accordance with the provisions of Article 23.

Article 26
(1) In the event that Public Companies do not submit the notification of the GMS agenda as referred to in Article 25 paragraph (2), the Financial Services Authority has the authority to issue Specific Action Orders to Public Companies and/or Controlling Shareholders of Public Companies to carry out the change of status of Public Companies to Closed Companies. (2) In the event that the Financial Services Authority issues Specific Action Orders as referred to in paragraph (1), Public Companies and/or Controlling Shareholders of Public Companies are required to carry out the Specific Action Orders to implement the change of status of Public Companies to Closed Companies.

Article 27
(1) Public Companies whose stock listing has been cancelled by the Stock Exchange and meet certain conditions as follows:
a. The Financial Services Authority has been unable to correspond with the Issuer or Public Company for at least the last 3 (three) years; b. there are no members of the Board of Directors, members of the Board of Commissioners, and major shareholders who can be contacted;
c. no longer operating fully; and/or
d. declared bankrupt based on a court decision that has obtained permanent legal force, the Financial Services Authority orders the change of status of Public Companies to Closed Companies to the Public Companies. (2) The change of status from Public Companies to Closed Companies as referred to in paragraph (1) must be carried out within a maximum period of 30 (thirty) working days after the date of the Financial Services Authority's order letter.

Article 28
In the event that Public Companies as referred to in Article 27 do not execute the order to change the status of Public Companies to Closed Companies, the Financial Services Authority has the authority to:
a. withdraw the effectiveness of the Registration Statement in the context of a Public Offering of Equity Securities and/or the Registration Statement of a Public Company; b. request blocking of access to relevant ministries or agencies; and/or
c. request the District Court to dissolve and/or appoint a liquidator to settle the rights and/or obligations of Public Companies.

Article 29
In the event that the share repurchase has been carried out until the number of shareholders is less than 50 (fifty) Parties as referred to in Article 11 paragraph (1) letter d, the obligation of Public Companies to carry out share repurchases in the context of changing the status of Public Companies to Closed Companies as referred to in Article 23 paragraph (1) letter b is considered fulfilled.

Article 30
(1) Public Companies whose Registration Statement effectiveness has been withdrawn by the Financial Services Authority as referred to in Article 16 paragraph (4), Article 18 paragraph (7), Article 23 paragraph (3), and Article 28 letter a are not Public Companies. (2) Public Companies as referred to in paragraph (1) are companies that:
a. have shares owned by at least 300 (three hundred) shareholders; b. have paid-up capital of at least Rp3,000,000,000,- (three billion rupiah); and
c. have obtained an effective statement of the Registration Statement from the Financial Services Authority.

Article 31
In the event that the status change procedure from Public Companies to Closed Companies as referred to in Article 23 cannot be fulfilled, the Financial Services Authority has the authority to determine procedures related to the change of status from Public Companies to Closed Companies.

Paragraph 4
Responsibility of Controlling Shareholders, Directors, and Commissioners

Article 32
The Financial Services Authority has the authority to prohibit Controlling Shareholders, directors, and commissioners of Public Companies who are responsible for causing Public Companies to:
a. be ordered by the Financial Services Authority to change their status from Public Companies to Closed Companies; and/or b. have their Securities listing cancelled by the Stock Exchange, from becoming Controlling Shareholders, directors, and commissioners of Issuers, Public Companies, and Financial Service Institutions in the Capital Market, Derivative Financial, and Carbon Exchange sectors.

Paragraph 5
Implementation of Share Repurchase Due to Change of Status of Public Companies to Closed Companies

Article 33
(1) Share repurchases as referred to in Article 16 paragraph (1) letter b and Article 23 paragraph (1) letter b must be implemented in accordance with Financial Services Authority Regulations regarding share repurchases issued by Public Companies, unless otherwise regulated in this Financial Services Authority Regulation. (2) The implementation of share repurchases as referred to in paragraph (1) must be completed no later than 12 (twelve) months after the date of the information openness announcement as referred to in Article 16 paragraph (1) letter c and Article 23 paragraph (1) letter c. (3) The obligation for share repurchases by Public Companies as referred to in Article 16 paragraph (1) letter b, and Article 23 paragraph (1) letter b is excluded if there are Parties conducting a tender offer for all shares owned by public shareholders so that the number of shareholders becomes less than 50 (fifty) Parties or another amount determined by the Financial Services Authority. (4) The tender offer as referred to in paragraph (3) must be implemented in accordance with Financial Services Authority Regulations regarding voluntary tender offers, except for provisions regarding price.

Article 34
(1) Share repurchases as referred to in Article 18 paragraph (3) letter c are implemented in accordance with procedures and time limits determined by the Financial Services Authority.
(2) The obligation for share repurchases by Public Companies as referred to in Article 18 paragraph (3) letter c is excluded if there are Parties conducting a tender offer for all shares owned by public shareholders so that the number of shareholders becomes less than 50 (fifty) Parties or another amount determined by the Financial Services Authority. (3) The tender offer as referred to in paragraph (2) is implemented in accordance with procedures and time limits determined by the Financial Services Authority.

Article 35
(1) The implementation of share repurchases as referred to in Article 16 paragraph (1) letter b, Article 18 paragraph (3) letter c, and Article 23 paragraph (1) letter c can be carried out without first obtaining GMS approval. (2) Share repurchases can be carried out until the amount exceeds 10% (ten percent) of the paid-up capital of Public Companies, so that the number of shareholders does not exceed 50 (fifty) Parties or another amount determined by the Financial Services Authority.

Article 36
The price of share repurchases as referred to in Article 16 paragraph (1) letter b must meet the provisions:
a. for shares of Public Companies listed and traded on the Stock Exchange, the share purchase price must be higher than the average price of the highest daily trading prices on the Stock Exchange over the last 90 (ninety) days before the date of the GMS announcement for the change of status of Public Companies to Closed Companies; b. for shares of Public Companies listed and traded on the Stock Exchange, but for 90 (ninety) days or more before the date of the GMS announcement in the context of changing the status of Public Companies to Closed Companies:

1. not traded on the Stock Exchange; or
2. temporarily halted from trading by the Stock Exchange,
   the share purchase price must be higher than the average price of the highest daily trading prices on the Stock Exchange over the last 12 (twelve) months calculated backwards from the last trading day or the day trading was temporarily halted; or
   c. for shares of Public Companies not listed and not traded on the Stock Exchange, the share purchase price must be higher than the fair value determined by an appraiser registered with the Financial Services Authority.

Article 37
The price of share repurchases as referred to in Article 18 paragraph (3) letter c must meet the provisions:
a. for shares of Public Companies listed and traded on the Stock Exchange, the share purchase price must be at least the average price of the daily closing trading prices on the Stock Exchange over the last 90 (ninety) days before the date of the Financial Services Authority's order letter to carry out the change of status of Public Companies to Closed Companies; b. for shares of Public Companies listed and traded on the Stock Exchange, but for 90 (ninety) days or more before the date of the Financial Services Authority's order letter to carry out the change of status of Public Companies to Closed Companies:

1. not traded on the Stock Exchange; or
2. temporarily halted from trading by the Stock Exchange,
   the share purchase price must be at least the average price of the daily closing trading prices on the Stock Exchange over the last 12 (twelve) months calculated backwards from the last trading day or the day trading was temporarily halted; or
   c. for shares of Public Companies not listed and not traded on the Stock Exchange, the share purchase price must not be lower than the fair value determined by an appraiser registered with the Financial Services Authority.

Article 38
(1) The price of share repurchases as referred to in Article 23 paragraph (1) letter b must correspond to:
a. the average trading price of Public Company shares on the Stock Exchange over the last 30 (thirty) days calculated backwards from the last trading day or the day trading was temporarily halted; or b. book value per share based on the latest financial statements, whichever is higher. (2) The latest financial statements as referred to in paragraph (1) letter b are the latest financial statements submitted to the Financial Services Authority in accordance with Financial Services Authority Regulations regarding...

submission of periodic financial reports by Issuers or Public Companies.

Article 39
The offering price of the tender offer as referred to in Article 33 paragraph (4) and Article 34 paragraph (3) must refer to the provisions on the execution price of share buybacks as referred to in:
a. Article 36 in the event a Public Company changes its status from a Public Company to a Closed Company based on the application of the Public Company as referred to in Article 16 paragraph (1) letter b; or b. Article 37 in the event a Public Company changes its status from a Public Company to a Closed Company based on an order from the Financial Services Authority as referred to in Article 18 paragraph (3) letter c.

Paragraph 6
Information Disclosure in the Context of Changing the Status of a Public Company to a Closed Company and the Implementation of Share Buybacks by Public Companies

Article 40
(1) Information disclosure to the public as referred to in Article 16 paragraph (1) letter c must be carried out with the following provisions:
a. announced through the Stock Exchange website; and b. available on the Public Company's website.
(2) Information disclosure as referred to in paragraph (1) must contain at least the following information:
a. explanation, considerations, and reasons for the status change from a Public Company to a Closed Company; b. company data including brief history, business field, capital structure, supervision and management, and summary of important financial data;
c. the Party that will conduct the public share purchase through a tender offer, if there is another Party conducting a tender offer to public shareholders;
d. the share purchase price; e. summary of the appraiser's report on the fair value of shares, if an appraiser is used; f. date, time, and place of the General Meeting of Shareholders (GMS); g. explanation of the address that can be contacted by shareholders; h. a statement from the Board of Commissioners and the Board of Directors that all material information has been disclosed and is not misleading;
i. the existence or non-existence of obligations to obtain approval or notify third parties regarding the planned status change; and
j. the existence or non-existence of legal issues and/or claims from third parties.

(3) In the event of changes and/or additions to the information as referred to in paragraph (2), the changes and/or additions to the information must be announced on the Stock Exchange website at the latest 2 (two) business days before the implementation of the GMS. (4) Information disclosure regarding the implementation of share buybacks by Public Companies in the context of changing the status of a Public Company to a Closed Company must be carried out in accordance with the Financial Services Authority Regulation regarding share buybacks issued by Public Companies.

Paragraph 7
General Meeting of Shareholders in the Context of Changing the Status of a Public Company to a Closed Company

Article 41
The implementation of the GMS as referred to in Article 16 paragraph (1) letter a, Article 18 paragraph (3) letter a, and Article 23 paragraph (1) letter a must be carried out in accordance with the Financial Services Authority Regulation regarding the plan and implementation of GMS for Public Companies, unless otherwise regulated in this Financial Services Authority Regulation.

Article 42
In the event that the GMS does not approve the plan of the Public Company to change its status to a Closed Company as referred to in Article 16 paragraph (1), the plan can only be requested for GMS approval again at least 12 (twelve) months after the implementation of that GMS.

Article 43
(1) In the event that the plan of the Public Company to change its status to a Closed Company as referred to in Article 16 paragraph (1) has been approved in the GMS but has not been implemented within a period of 12 (twelve) months from the date of GMS approval, the Public Company must:
a. disclose it in the annual report; and b. provide a special explanation regarding the non-implementation of the status change from a Public Company to a Closed Company in the nearest GMS.
(2) In the event that the plan of the Public Company to change its status to a Closed Company as referred to in paragraph (1) will be implemented after passing the 12 (twelve) month period, the Public Company must obtain approval from Independent Shareholders in a new GMS. (3) In the event that the plan of the Public Company to change its status to a Closed Company as referred to in paragraph (1) has been implemented but not completed within a period of 12 (twelve) months, the Public Company must:
a. disclose it in the annual report; and b. provide a special explanation regarding the non-implementation of the status change from a Public Company to a Closed Company in the nearest GMS.

Paragraph 8
Control, Board of Directors, and Board of Commissioners

Article 44
(1) Shares of a Public Company owned and/or managed as an investment portfolio by 1 (one) Investment Manager with a quantity of at least 20% (twenty percent) of the paid-up capital of that Public Company are not counted in the calculation of the quorum for attendance and decision-making in the GMS of the Public Company. (2) In the event that the shares of the Public Company as referred to in paragraph (1) are an investment portfolio in a collective investment contract fund in the form of a limited participation fund, the provisions as referred to in paragraph (1) do not apply.

Article 45
(1) A Public Company must designate the Party that is the Controller of the Public Company and report it to the Financial Services Authority.
(2) The designation of the Controller as referred to in paragraph (1) can be based on a GMS decision.
(3) The Controller as referred to in paragraph (1) is a Party that exercises control over the Public Company directly or indirectly.
(4) The designation as referred to in paragraph (1) is carried out for the first time at the time of submitting the Registration Statement and every time there is a change in the Controller. (5) The first designation of the Controller as referred to in paragraph (2) must be disclosed in the prospectus in the context of the Registration Statement.

Article 46
(1) The Controller is responsible at least for:
a. the implementation of the annual GMS; b. their attendance in the GMS;
c. the continuity of the Public Company's business; and
d. the appointment of the Board of Directors and Board of Commissioners of the Public Company.
(2) The Controller is responsible for losses experienced by the Public Company, if the losses arise from:
a. the Controller, directly or indirectly, with bad faith exploiting the Public Company for personal interests; b. the Controller being involved in unlawful acts committed by the Public Company; or
c. the Controller, directly or indirectly, unlawfully using the assets of the Public Company, resulting in the Public Company's assets becoming insufficient to meet financial obligations.
(3) The Controller is deemed to have fulfilled the provisions as referred to in paragraph (2) based on:
a. a decision of Independent Shareholders in the GMS in accordance with the provisions of the Financial Services Authority Regulation regarding the plan and implementation of GMS for Public Companies; b. a court decision; or
c. a decision of the Financial Services Authority.

Article 47
Under certain conditions, the Financial Services Authority has the authority to designate a specific Party as the Controller.

Article 48
In the event that the Controller is designated based on:
a. a GMS decision as referred to in Article 45 paragraph (2); or b. the authority of the Financial Services Authority as referred to in Article 47, the Financial Services Authority has the authority to designate an exemption from the fulfillment of obligations regarding the implementation of mandatory tender offers as referred to in the Financial Services Authority Regulation regarding the takeover of Public Companies to the Controller.

Article 49
Every Party is prohibited from taking actions to obscure their status as a Controller by splitting their share ownership in the Public Company through several Parties, both directly and indirectly, with the aim of avoiding responsibility as a Controller in accordance with applicable legislation.

Article 50
(1) Members of the Board of Directors and/or members of the Board of Commissioners of a Public Company are responsible for losses experienced by the Public Company, if the losses arise from:
a. members of the Board of Directors and/or members of the Board of Commissioners, directly or indirectly, with bad faith exploiting the Public Company for personal interests; b. members of the Board of Directors and/or members of the Board of Commissioners being involved in unlawful acts committed by the Public Company; or
c. members of the Board of Directors and/or members of the Board of Commissioners, directly or indirectly, unlawfully using the assets of the Public Company, resulting in the Public Company's assets becoming insufficient to meet financial obligations.
(2) Members of the Board of Directors and/or members of the Board of Commissioners of a Public Company are deemed to have fulfilled the provisions as referred to in paragraph (1) based on:
a. a GMS decision; b. a court decision; or
c. a decision of the Financial Services Authority.

Article 51
(1) Every Party that violates the provisions as referred to in Article 17, Article 18 paragraph (2), paragraph (3), paragraph (4), paragraph (6), Article 19, Article 21, Article 22 paragraph (1), Article 23 paragraph (1), paragraph (2), Article 24 paragraph (2), Article 25 paragraph (1), paragraph (3), Article 26 paragraph (2), Article 27 paragraph (2), Article 33 paragraph (1), paragraph (2), paragraph (4), Article 36, Article 37, Article 38 paragraph (1), Article 39, Article 40 paragraph (1), paragraph (3), paragraph (4), Article 41, Article 43, Article 45 paragraph (1), Article 46 paragraph (1), and Article 49 shall be subject to administrative sanctions and/or other actions. (2) Sanctions as referred to in paragraph (1) are also imposed on Parties that 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 registration; and/or g. revocation of the effectiveness of the Registration Statement.
(5) Administrative sanctions as referred to in paragraph (4) letters b, c, d, e, f, and g can 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 can be imposed separately or together with the imposition of administrative sanctions as referred to in paragraph (4) letters c, d, e, f, and g. (7) The procedure for imposing sanctions as referred to in paragraph (3) is carried out in accordance with the provisions of legislation in the field of the Capital Market.

Part Five
Disclosure of Information or Material Facts by Issuers or Public Companies

Article 52
(1) Issuers or Public Companies must submit reports on Information or Material Facts to the Financial Services Authority and announce Information or Material Facts to the public.
(2) Reports and announcements of Information or Material Facts as referred to in paragraph (1) must contain at least:
a. the date of the event; b. the type of Information or Material Fact;
c. the description of the Information or Material Fact; and
d. the impact of the Information or Material Fact event.
(3) The submission of reports and announcements of Information or Material Facts as referred to in paragraph (1) must be carried out:
a. as soon as possible when the Issuer or Public Company knows or should know of the Information or Material Fact; and b. at the latest before the start of Session I of trading time on the Stock Exchange on the next business day.

Article 53
(1) Every Party that violates the provisions as referred to in Article 52 shall be subject to administrative sanctions.
(2) Sanctions as referred to in paragraph (1) are also imposed on Parties that 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 registration; and/or g. revocation of the effectiveness of the Registration Statement.
(5) Administrative sanctions as referred to in paragraph (4) letters b, c, d, e, f, and g can 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 can be imposed separately or together with the imposition of administrative sanctions as referred to in paragraph (4) letters c, d, e, f, and g. (7) The procedure for imposing sanctions as referred to in paragraph (3) is carried out in accordance with the provisions of legislation in the field of the Capital Market.

Part Six
Status of Public Shareholders in Liquidation of Issuers or Public Companies

Article 54
(1) In the event of liquidation of an Issuer or Public Company:
a. the status of public shareholders is one level below concurrent creditors; and b. in the event of distribution of remaining liquidation assets, the aforementioned shareholders have priority over shareholders who are not public shareholders. (2) Public shareholders as referred to in paragraph (1) must meet the following provisions:
a. holding less than 5% (five percent) calculated from the number of issued and fully paid shares; b. not being members of the Board of Directors, members of the Board of Commissioners, major shareholders, Controllers, and key employees;
c. not being affiliates of members of the Board of Directors, members of the Board of Commissioners, major shareholders, Controllers, and key employees; and
d. not being nominees of members of the Board of Directors, members of the Board of Commissioners, major shareholders, Controllers, and key employees.
(3) In the event that the Issuer as referred to in paragraph (1) applies shares with multiple voting rights, the criteria for shareholders as referred to in paragraph (2) letter a are based on the number of voting rights or in accordance with the provisions in the Articles of Association.

CHAPTER III
TRANSITIONAL PROVISIONS

Article 55
For Public Companies that are in the process of applying for the re-listing of their shares on the Stock Exchange before this Financial Services Authority Regulation comes into force, they are exempted from the obligation to change their status from a Public Company to a Closed Company as referred to in Articles 22 through until the rejection of the re-listing application by the Stock Exchange.

Article 56
(1) At the time this Financial Services Authority Regulation comes into force, Public Companies that have obtained a Board of Directors decision from the Stock Exchange regarding the cancellation of listing as referred to in Article 8 paragraph (1), but the cancellation of their listing has not yet taken effect, may continue the process of cancelling their share listing in accordance with the provisions of legislation in the field of the Capital Market. (2) In the event that the Public Company as referred to in paragraph (1) is declared bankrupt based on a court decision that has obtained permanent legal force, before this Financial Services Authority Regulation comes into force:
a. the aforementioned Public Company is deemed to meet the conditions as referred to in Article 27; and b. the Financial Services Authority has the authority to revoke the effectiveness of the Registration Statement in the context of the Public Offering of Equity Securities and/or the Registration Statement of Public Companies.

CHAPTER IV
OTHER PROVISIONS

Article 57
In addition to administrative sanctions as referred to in this Financial Services Authority Regulation, the Financial Services Authority may take certain actions against any Party that violates the provisions of this Financial Services Authority Regulation.

Article 58
The Financial Services Authority may announce the imposition of administrative sanctions in this Financial Services Authority Regulation, and certain actions as referred to in Article 57 to the public.

CHAPTER V
CLOSING PROVISIONS

Article 59
At the time this Financial Services Authority Regulation comes into force, the provisions in:
a. Item 4 letters a, b, d, and e of Regulation Number IX.A.2, Appendix of the Decision of the Head of the Capital Market Supervisory Board and Financial Institutions Number: KEP-122/BL/2009 dated May 29, 2009 regarding Procedures for Registration in the Context of Public Offerings; b. Article 2 of Financial Services Authority Regulation Number 31/POJK.04/2015 regarding Disclosure of Information or Material Facts by Issuers or Public Companies (State Gazette of the Republic of Indonesia Year 2015 Number 306, Supplement to the State Gazette of the Republic of Indonesia Number 5780);
c. Article 24 of Financial Services Authority Regulation Number 32/POJK.04/2015 regarding Capital Increase of Public Companies by Granting Preemptive Rights (State Gazette of the Republic of Indonesia Year 2015 Number 307, Supplement to the State Gazette of the Republic of Indonesia Number 5781);
d. Article 3 and Article 4 of Financial Services Authority Regulation Number 51/POJK.04/2016 regarding Procedures for Requesting Changes and/or Additions to Information on Registration Statements (State Gazette of the Republic of Indonesia Year 2016 Number 280, Supplement to the State Gazette of the Republic of Indonesia Number 5976); e. Article 63 through Article 89 of Financial Services Authority Regulation Number 3/POJK.04/2021 regarding the Implementation of Activities in the Capital Market Sector (State Gazette of the Republic of Indonesia Year 2021 Number 71, Supplement to the State Gazette of the Republic of Indonesia Number 6663) and its implementing provisions; and f. Article 77 paragraph (2) of Financial Services Authority Regulation Number 10 of 2024 regarding the Issuance and Reporting of Regional Bonds and Regional Sukuk (State Gazette of the Republic of Indonesia Year 2024 Number 14/OJK, Supplement to the State Gazette of the Republic of Indonesia Number 82/OJK), are repealed and declared invalid.

Article 60
This Financial Services Authority Regulation comes into force on the date of its promulgation.

This copy is in accordance with the original
Director of Legal Development
Legal Department signed
Aat Windradi

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 27, 2024
DEPUTY CHAIRMAN OF THE COMMISSIONERS BOARD
FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA AS A
MEMBER OF THE COMMISSIONERS BOARD
REPLACING THE CHAIRMAN OF THE
COMMISSIONERS BOARD OF THE FINANCIAL SERVICES
AUTHORITY OF THE REPUBLIC OF INDONESIA, signed MIRZA ADITYASWARA

Promulgated in Jakarta on December 31, 2024
MINISTER OF LAW OF THE REPUBLIC OF INDONESIA, signed SUPRATMAN ANDI AGTAS

STATE GAZETTE OF THE REPUBLIC OF INDONESIA YEAR 2024 NUMBER 58/OJK

EXPLANATION
FINANCIAL SERVICES AUTHORITY REGULATION
REPUBLIC OF INDONESIA
NUMBER 45 OF 2024
REGARDING
THE DEVELOPMENT AND STRENGTHENING OF ISSUERS AND PUBLIC COMPANIES

I. GENERAL
With the promulgation of Law Number 4 of 2023 regarding the Development and Strengthening of the Financial Sector, it is expected to provide a positive contribution and support inclusive and sustainable economic growth towards a prosperous, advanced, and dignified Indonesia, as well as trustworthy and able to answer and become a regulatory solution at the Law level for implementation obstacles where Law Number 8 of 1995 regarding the Capital Market is considered no longer fully able to meet the needs of legal development and the needs of the Capital Market industrial society, thus less supporting the realization of an efficient and globally competitive Indonesian Capital Market.

This Financial Services Authority Regulation, which is an implementing regulation of Law Number 4 of 2023 regarding the Development and Strengthening of the Financial Sector, specifically regarding Issuers and Public Companies, is needed to answer and resolve the following issue problems:

1. The existence of currently applicable regulations that are impacted by the provisions regulated in Law Number 4 of 2023 regarding the Development and Strengthening of the Financial Sector, so that its provisions need to be harmonized in order to provide legal certainty.
2. The need to issue further provisions over the authority article in Law Number 4 of 2023 regarding the Development and Strengthening of the Financial Sector which gives a general mandate to the Financial Services Authority to regulate further in a Financial Services Authority Regulation.

That in order to implement the provisions of Article 74 paragraph (1), Article 74 paragraph (7), Article 84A, Article 86 paragraph (3), and Article 87A of Law Number 4 of 2023 regarding the Development and Strengthening of the Financial Sector, there is a need for further regulation and/or adjustment of some provisions in the Financial Services Authority Regulation regarding Issuers and Public Companies.

II. ARTICLE BY ARTICLE

Article 1
Clearly sufficient.

Article 2
Paragraph (1)
This provision is intended so that Issuers obtain certainty that in the event that the Registration Statement submitted to the Financial Services Authority is complete and meets the established requirements and procedures, if the Financial Services Authority does not take any action, the Registration Statement becomes effective automatically on the 20th (twentieth) day.

Paragraph (2)
Clearly sufficient.

Paragraph (3)
Clearly sufficient.

Paragraph (4)
Clearly sufficient.

Paragraph (5)
There is a possibility that the Registration Statement submitted to the Financial Services Authority is not yet complete and does not yet meet the requirements, so the effective period of the Registration Statement is calculated from the date of receipt of all complete requirements by the Financial Services Authority. The Financial Services Authority may request changes and/or additional information from the relevant Issuer or Public Company. The Registration Statement can only be declared effective when:
a. the changes and/or additional information requested by the Financial Services Authority have been fulfilled; b. the changes and/or additional information mentioned meet the requirements.

Paragraph (6)
Rapidly moving economic conditions require speed in the offering process. Therefore, the process of granting effective statements for Registration Statement activities needs adjustment over time according to needs as support to make the Indonesian Capital Market more competitive.

Article 3
Paragraph (1)
Clearly sufficient.

Paragraph (2)
"Initial Offering" is known as the bookbuilding term.

Paragraph (3)
Clearly sufficient.

Paragraph (4)
Clearly sufficient.

Paragraph (5)
Clearly sufficient.

Article 4
The term "First Registration Statement" refers to the Registration Statement initially submitted to the Financial Services Authority.

Article 5
This is clear.

Article 6
Requirements for recording equity securities on the Stock Exchange are regulated in the Stock Exchange regulations.

Article 7
This is clear.

Article 8
Paragraph (1)
This is clear.
Paragraph (2)
This is clear.
Paragraph (3)
This is clear.
Paragraph (4)
This is clear.
Paragraph (5)
Letter a
This is clear.
Letter b
This is clear.
Letter c
This is clear.
Letter d
Other conditions include restrictions on business activities by the Competent Authority that disrupt the continuity of the business.
Paragraph (6)
This is clear.
Paragraph (7)
This is clear.

Article 9
Paragraph (1)
Specific Action Orders can also be equated with written instructions as regulated in the Financial Services Authority regulations regarding written orders.
Paragraph (2)
This is clear.

Article 10
This is clear.

Article 11
This is clear.

Article 12
This is clear.

Article 13
This is clear.

Article 14
This is clear.

Article 15
Paragraph (1)
Other actions include:
a. prohibition from becoming a manager of a Public Company; b. request for blocking access to relevant ministries or agencies; and/or
c. request to the District Court to dissolve and/or appoint a liquidator to settle the rights and/or obligations of the Public Company.
Paragraph (2)
This is clear.
Paragraph (3)
This is clear.
Paragraph (4)
This is clear.
Paragraph (5)
This is clear.
Paragraph (6)
This is clear.
Paragraph (7)
This is clear.

Article 16
This is clear.

Article 17
This is clear.

Article 18
Paragraph (1)
Specific conditions include:
a. committing violations of statutory regulations, including if such violations cause the Public Company to be prohibited from conducting its business; b. the invalidity of all business licenses from the Competent Authority;
c. a court order requiring the change of status of the Public Company to a closed corporation;
d. statutory regulations requiring a Public Company to change its status to a closed corporation; e. declared bankrupt based on a court decision that has obtained permanent legal force; f. has not operated fully for the shortest period of 3 (three) years; g. receiving business activity restrictions from the Competent Authority that disrupt the continuity of the business for the shortest period of 3 (three) years; h. receiving a freeze on all business activities;
i. the Financial Services Authority has been unable to correspond with the Issuer or Public Company for the shortest period of 3 (three) years;
j. no members of the board of directors, board of commissioners, and major shareholders can be contacted for the shortest period of 3 (three) years; and/or k. unable to meet the requirements for recording securities or re-recording securities on the Stock Exchange. Paragraph (2) This is clear. Paragraph (3) This is clear. Paragraph (4) This is clear. Paragraph (5) This is clear. Paragraph (6) This is clear. Paragraph (7) This is clear. Paragraph (8) This is clear.

Article 19
This is clear.

Article 20
Paragraph (1)
This is clear.
Paragraph (2)
Letter a
Conditions or events that significantly negatively affect the continuity of the Public Company's business refer to the Stock Exchange Regulations.
Letter b
This is clear.

Article 21
This is clear.

Article 22
This is clear.

Article 23
This is clear.

Article 24
This is clear.

Article 25
Paragraph (1)
The term "that has been revoked" refers to a Public Company whose stock recording has been revoked by the Stock Exchange before this Financial Services Authority Regulation comes into force. Paragraph (2) This is clear. Paragraph (3) This is clear.

Article 26
This is clear.

Article 27
Paragraph (1)
See the explanation of Article 25 paragraph (1).
Paragraph (2)
This is clear.

Article 28
Letter a
This is clear.
Letter b
Requests for blocking access to relevant ministries or agencies include requests to block the limited liability company's access to the General Legal Administration system at the Ministry of Law. Letter c This is clear.

Article 29
This is clear.

Article 30
This is clear.

Article 31
This is clear.

Article 32
Controlling actions by the board of directors and board of commissioners that cause the Financial Services Authority to order the Public Company to change its status to a closed corporation include causing the Public Company to violate statutory regulations in the Capital Market sector where the Controlling Party also benefits or causes the violation to occur.

Article 33
Paragraph (1)
Other regulations provided in the Financial Services Authority Regulations include regulations on the purchase price of shares.
Paragraph (2)
This is clear.
Paragraph (3)
This is clear.
Paragraph (4)
This is clear.

Article 34
Paragraph (1)
The determination by the Financial Services Authority is done by considering the conditions of each Public Company ordered to change its status from a Public Company to a closed corporation. Paragraph (2) This is clear. Paragraph (3) This is clear.

Article 35
Paragraph (1)
Implementation of the General Meeting of Shareholders with the agenda of changing the status of the Public Company to a closed corporation also constitutes approval to conduct share buybacks in the context of changing the status of the Public Company to a closed corporation, so there is no requirement for a separate General Meeting of Shareholders approval to approve the implementation of share buybacks. Paragraph (2) This is clear.

Article 36
This is clear.

Article 37
This is clear.

Article 38
This is clear.

Article 39
This is clear.

Article 40
This is clear.

Article 41
See the explanation of Article 35 paragraph (1).

Article 42
This is clear.

Article 43
Paragraph (1)
The term "not implemented within a period of 12 (twelve) months from the date of General Meeting of Shareholders approval" refers to the non-start of the share buyback process or tender offer. Paragraph (2) This is clear. Paragraph (3) This is clear.

Article 44
This is clear.

Article 45
Paragraph (1)
The determined Controlling Party can be 1 (one) Party or more.
Paragraph (2)
The determination of the Controlling Party based on the General Meeting of Shareholders decision is done, among others, if there are shareholders who have control capabilities but do not declare themselves as the Controlling Party. Paragraph (3) Example 1:
Direct control is the relationship between the company and the Party that directly controls the company as follows: Mr. A controls PT X.
Example, the relationship between the company and the Party that indirectly controls the company is as follows:
Mr. A controls PT X and PT X controls PT Y. Thus, Mr. A indirectly controls PT Y.
Example 2:
The relationship between the company and the Party directly controlled by the company is as follows:
PT Y is controlled by PT X.
Example 3:
The relationship between the company and the Party indirectly controlled by the company is as follows:
PT Z is controlled by PT Y and PT Y is controlled by PT X. Thus, PT Z is indirectly controlled by PT X.
Example 4:
The relationship between 2 (two) companies directly controlled by the same Party is as follows: PT X and PT Y are controlled by Mr. A.
Example 5:
The relationship between 2 (two) companies indirectly controlled by the same Party is as follows:
PT X 1 is controlled by PT X 2 and PT Y 1 is controlled by PT Y 2, subsequently PT X 2 and PT Y 2 are controlled by Mr. A.
Thus, PT X 1 and PT Y 1 are indirectly controlled by Mr. A. Control also includes control through funds. Examples of control through funds include control exercised by an Investment Manager who owns or manages a portfolio of securities in the form of shares in a Public Company of more than 50% (fifty percent). Paragraph (4) The term "Registration Statement" refers to the Initial Public Offering Registration Statement and the Public Company Registration Statement. Paragraph (5) This is clear.

Article 46
This is clear.

Article 47
Specific conditions include:
a. able to decide on the appointment and dismissal of the majority of members of the board of directors and board of commissioners of the Public Company by controlling the voting rights of the Public Company's shares; b. able to control or determine material operational decisions, appointment of key personnel, and other matters of the Public Company.

Article 48
This is clear.

Article 49
This is clear.

Article 50
This is clear.

Article 51
See the explanation of Article 15 paragraph (1).

Article 52
Paragraph (1)
This is clear.
Paragraph (2)
This is clear.
Paragraph (3)
Letter a
The term "as soon as possible" means the Issuer or Public Company must immediately take the necessary steps or actions to disclose Information or Material Facts to the public.
It is appropriate to know Information or Material Facts, among others, the condition of the Public Company is considered to know:
a. the existence of information or events that have occurred but are not yet known by shareholders; b. the reasons, conditions, and impact of the events that occurred; and/or
c. that the information or facts can affect the price of Securities.
Letter b
Example:
Trading session I at the Stock Exchange starts at 09.00 Western Indonesia Time (WIB).

Article 53
This is clear.

Article 54
Paragraph (1)
This is clear.
Paragraph (2)
Letter a
The calculation of share ownership percentage refers to the ratio of the number of shares owned to the number of outstanding shares.
The calculation of shares less than 5% (five percent) is based on the number of shares placed and fully paid.
Letter b
The term "key employees" refers to employees one level below the Board of Directors in a Public Company.
Letter c
This is clear.
Letter d
This is clear.
Paragraph (3)
This is clear.

Article 55
This is clear.

Article 56
This is clear.

Article 57
Specific actions include prohibitions for members of the board of directors, members of the board of commissioners, and/or shareholders of the Public Company from becoming principal parties at financial service institutions.

Article 58
This is clear.

Article 59
This is clear.

Article 60
This is clear.

SUPPLEMENT TO THE STATE GAZETTE OF THE REPUBLIC OF INDONESIA NUMBER 126/OJK