Open Company Share Repurchase Due to Cancellation of Effect Listing by the Stock Exchange Because of Significant Conditions or Events Negatively Affecting Business Continuity

To:

1. The Board of Directors of Open Companies; and
2. Controllers of Open Companies,
   At their respective locations.

COPY
CIRCULAR LETTER OF THE FINANCIAL SERVICES AUTHORITY REPUBLIC OF INDONESIA NUMBER 13/SEOJK.04/2023

CONCERNING
THE REPURCHASE OF SHARES OF OPEN COMPANIES AS A RESULT OF THE CANCELLATION OF EFFECT LISTING BY THE STOCK EXCHANGE DUE TO SIGNIFICANT CONDITIONS OR EVENTS NEGATIVELY AFFECTING BUSINESS CONTINUITY

In connection with the implementation of the provisions of Article 69 of the Financial Services Authority Regulation Number 3/POJK.04/2021 concerning the Conduct of Activities in the Capital Market Field (State Gazette of the Republic of Indonesia Year 2021 Number 71, Supplement to the State Gazette of the Republic of Indonesia Number 6663), regarding the repurchase of all shares owned by public shareholders of an open company because the open company experiences a significant condition or event negatively affecting the continuity of the open company's business, and the change of status from an open company to a closed company, it is necessary to regulate provisions regarding the repurchase of shares of open companies and the change of status from an open company to a closed company as a result of the cancellation of effect listing by the stock exchange due to significant conditions or events negatively affecting business continuity in this Financial Services Authority Circular Letter as follows:

I. GENERAL PROVISIONS
In this Financial Services Authority Circular Letter, the following terms are meant:

1. Party is an individual, legal entity, company, joint venture, association, or organized group.

2. Stock Exchange is a market organizer in the capital market for exchange transactions.

3. Effect is a security or investment contract, whether in conventional and digital form or other forms in accordance with technological developments, which gives the owner the right to directly or indirectly obtain economic benefits from the issuer or from a specific party based on an agreement and any Derivatives over Effects, which can be transferred and/or traded in the Capital Market.

4. Open Company is an issuer that has conducted a public offering of equity effects or a public company.

5. Company is a limited liability company as referred to in the Law concerning limited liability companies.

6. Specific Action Order is an order given by the Financial Services Authority as part of supervisory actions as referred to in the Financial Services Authority Regulation concerning follow-up supervision in the capital market field.

7. Written Order is a written order as referred to in Law Number 21 of 2011 concerning the Financial Services Authority.

8. Controller of an Open Company, hereinafter referred to as Controller, is the Controller as referred to in the Financial Services Authority Regulation concerning the takeover of Open Companies.

II. IMPLEMENTATION OF REPURCHASE OF SHARES OF OPEN COMPANIES AS A RESULT OF THE CANCELLATION OF EFFECT LISTING BY THE STOCK EXCHANGE DUE TO SIGNIFICANT CONDITIONS OR EVENTS NEGATIVELY AFFECTING BUSINESS CONTINUITY

The implementation of the repurchase of shares of Open Companies as a result of the cancellation of Effect listing by the Stock Exchange is carried out with the following provisions:

1. Open Companies whose Effect listing is cancelled by the Stock Exchange based on a decision letter on the cancellation of listing or the Controller of the Open Company that meets specific conditions as referred to in this Financial Services Authority Circular Letter are required to start the repurchase of shares for all shares owned by public shareholders after the disclosure of information to the public, at the latest 30 (thirty) days after the Stock Exchange's announcement to the public regarding the decision on the cancellation of listing.

2. Specific conditions as referred to in item 1 include the Controller of the Open Company that:
   a. directly or indirectly in bad faith utilizes the Open Company for personal interests; b. is involved in unlawful acts committed by the Open Company; and/or
   c. directly or indirectly unlawfully uses the assets of the Open Company,
   thereby causing the Open Company to experience a significant condition or event negatively affecting the continuity of the business.

3. Disclosure of information to the public as referred to in item 1 is carried out with the following provisions:
   a. implemented at the latest 30 (thirty) days after the Stock Exchange's announcement to the public regarding the decision on the cancellation of listing; b. conducted through the Stock Exchange's website; and
   c. contains information at least:

   1. schedule for the implementation of the share repurchase;
   2. price of the share repurchase;
   3. duration of the share repurchase;
   4. method to be used to buy back shares;
   5. name and identity of the appointed securities company, if the share repurchase is conducted through the Stock Exchange; and
   6. the purpose of the share repurchase from public shareholders so that the number of shareholders is less than 50 (fifty) Parties.

4. Open Companies are required to submit disclosure of information to the Financial Services Authority simultaneously with the announcement of disclosure of information to the public as referred to in item 1.

5. The implementation of the share repurchase as referred to in item 1 is carried out with the following provisions:
   a. completed at the latest by the effective date of the cancellation of listing or 6 (six) months after the date of disclosure of information as referred to in item 3 letter a; b. can be conducted without first obtaining approval from the General Meeting of Shareholders;
   c. can be conducted up to an amount exceeding 10% (ten percent) of the paid-up capital of the Open Company, so that the number of shareholders is less than 50 (fifty) Parties or another amount determined by the Financial Services Authority; and
   d. can be conducted through the Stock Exchange or outside the Stock Exchange.

6. The duration of the share repurchase as referred to in item 5 letter a is implemented within a period until the effective date of the cancellation of the Effect listing.

7. The implementation of the share repurchase up to the amount as referred to in item 5 letter c is completed within a period of 6 (six) months since the implementation of the disclosure of information regarding the plan for the share repurchase.

8. The Financial Services Authority has the authority to determine another time for the implementation of the share repurchase as referred to in item 5 letter a.

9. Open Companies are required to submit a report on the results of the implementation of the share repurchase to the Financial Services Authority at the latest 5 (five) working days after the end of the share repurchase.

10. The implementation of the share repurchase is considered fulfilled if there is another Party that conducts a tender offer for all shares held by the public so that the number of shareholders reaches the amount as referred to in item 5 letter c.

11. The tender offer as referred to in item 10 is conducted in accordance with the Financial Services Authority regulations concerning voluntary tender offers except for provisions regarding price.

12. The price of the share repurchase or the price of the tender offer for all shares owned by public shareholders is as follows:

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. the book value per share based on the latest financial report, whichever is higher is used.
13. The latest financial report as referred to in item 12 letter b is the latest financial report announced to the public.

III. IMPLEMENTATION OF CHANGE OF STATUS FROM OPEN COMPANY TO CLOSED COMPANY AS A RESULT OF THE CANCELLATION OF EFFECT LISTING BY THE STOCK EXCHANGE DUE TO SIGNIFICANT CONDITIONS OR EVENTS NEGATIVELY AFFECTING BUSINESS CONTINUITY

1. The Stock Exchange is required to submit a notification to the Financial Services Authority at the latest 2 (two) working days as referred to in Article 69 paragraph (1) letter b of the Financial Services Authority Regulation Number 3/POJK.04/2021 concerning the Conduct of Activities in the Capital Market Field, before the effective date of the decision on the cancellation of Effect listing for the Open Company.
2. Open Companies whose Effect listing has been cancelled by the Stock Exchange as referred to in Article 69 paragraph (2) of the Financial Services Authority Regulation Number 3/POJK.04/2021 concerning the Conduct of Activities in the Capital Market Field are required to start changing their status from Open Company to Closed Company at the latest 30 (thirty) days after the effective date of the decision on the cancellation of effect listing as referred to in item 1.
3. The change of status from Open Company to Closed Company as referred to in item 2 is calculated to start from the time the notification of the agenda of the General Meeting of Shareholders for the change of status from Open Company to Closed Company is conducted.
4. The change of status as referred to in item 2 must follow the procedure for changing the status from Open Company to Closed Company as referred to in Article

69 paragraph (3) of the Financial Services Authority Regulation Number 3/POJK.04/2021 concerning the Conduct of Activities in the Capital Market Field.

IV. AUTHORITY OF THE FINANCIAL SERVICES AUTHORITY IN DETERMINING SPECIFIC ACTION ORDERS AND WRITTEN ORDERS

1. In the event that an Open Company does not conduct disclosure of information and/or repurchase of shares as referred to in Part II item 1, the Financial Services Authority has the authority to issue a Specific Action Order to the Open Company to implement the repurchase of shares.
2. The Specific Action Order as referred to in item 1 is issued based on the provisions of Article 6 paragraph (1) letter a of the Financial Services Authority Regulation Number 23/POJK.04/2021 concerning Follow-up Supervision in the Capital Market Field.
3. Considerations for issuing a Specific Action Order as referred to in item 2 are because in conducting activities in the Capital Market, the Open Company does not implement the principles:
   a. integrity because it does not fulfill commitments to comply with laws and regulations; b. good faith because it does not act as best as possible to make efforts for the benefit of investors; and/or
   c. professionalism because it does not comply with laws and regulations.
4. In the event that an Open Company does not implement the change of status as referred to in Part III item 2, the Financial Services Authority has the authority to issue a Specific Action Order to the Open Company to change the status from Open Company to Closed Company.
5. The Specific Action Order as referred to in item 4 is issued based on the provisions of Article 6 paragraph (1) letter b of the Financial Services Authority Regulation Number 23/POJK.04/2021 concerning Follow-up Supervision in the Capital Market Field.
6. In the event that an Open Company does not implement the Specific Action Order as referred to in item 4, the Financial Services Authority has the authority to issue a Written Order to the Open Company.

This copy is in accordance with the original
Director of Law 1
Legal Department signed
Mufli Asmawidjaja
7. The Financial Services Authority may petition for the dissolution or bankruptcy declaration of an Open Company that fails to fulfill the obligation to change its status from an open company to a closed company to the Attorney General's Office of the Republic of Indonesia.

VI. CLOSING
This Financial Services Authority Circular Letter takes effect on the date of establishment.
Established in Jakarta on 6 September 2023

EXECUTIVE HEAD
OF CAPITAL MARKET SUPERVISOR,
DERIVATIVE FINANCE, AND
CARBON EXCHANGE,
FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA, signed
INARNO DJAJADI