Procedures for Application for Approval as Provider of Electronic General Meeting of Shareholders System (e-RUPS)

To:

1. The Board of Directors of the Central Securities Depository;
2. The Board of Directors of the Securities Administration Bureau; and
3. Parties applying for approval as Providers of the Electronic General Meeting of Shareholders System,
   At your respective locations.

COPY
CIRCULAR LETTER OF THE FINANCIAL SERVICES AUTHORITY REPUBLIC OF INDONESIA NUMBER 1 /SEOJK.04/2022 CONCERNING PROCEDURES FOR APPLICATION FOR APPROVAL AS PROVIDER OF THE ELECTRONIC GENERAL MEETING OF SHAREHOLDERS SYSTEM (E-RUPS)

In relation to Article 34 paragraph (1) of Financial Services Authority Regulation Number 15/POJK.04/2020 concerning the Plan and Organization of General Meetings of Shareholders of Public Companies (State Gazette of the Republic of Indonesia Year 2020 Number 103, Supplement to the State Gazette of the Republic of Indonesia Number 6490) and Article 4 paragraph (2) letter b of Financial Services Authority Regulation Number 16/POJK.04/2020 concerning the Implementation of Electronic General Meetings of Shareholders of Public Companies (State Gazette of the Republic of Indonesia Year 2020 Number 104, Supplement to the State Gazette of the Republic of Indonesia Number 6491), it is necessary to regulate the procedures for parties other than the Central Securities Depository to apply as providers of electronic General Meeting of Shareholders systems (e-RUPS) in this Financial Services Authority Circular Letter as follows:

I. GENERAL PROVISIONS

1. In this Financial Services Authority Circular Letter, the following terms are defined as:
   a. Public Company means an issuer that conducts a public offering of equity securities or a public company. b. General Meeting of Shareholders, hereinafter abbreviated as GMS, is the organ of the Public Company that has authority not granted to the Board of Directors or Board of Commissioners as referred to in the Law concerning Limited Liability Companies and/or the Articles of Association of the Public Company.
   c. Electronic GMS means the implementation of GMS by the Public Company using teleconferencing, video conferencing, or other electronic media facilities.
   d. Electronic GMS Organization System, hereinafter abbreviated as e-RUPS, is an electronic system or facility used to support the provision of information, implementation, and reporting of the Public Company's GMS. e. Authorized Representative means a party appointed by shareholders to attend and exercise voting rights in the GMS. f. e-RUPS Provider means a party that provides and manages e-RUPS. g. Central Securities Depository means a party that organizes central custodian activities for custodian banks, securities companies, and other parties. h. e-RUPS User means the Public Company, participants, securities administration bureaus, shareholders, and other parties designated by the e-RUPS Provider.

2. Parties other than the Central Securities Depository that will become e-RUPS Providers must meet the requirements and submit an application for approval as an e-RUPS Provider in accordance with the provisions in this Financial Services Authority Circular Letter.

II. REQUIREMENTS FOR PARTIES AS E-RUPS PROVIDERS

1. Parties as referred to in Section I number 2 must meet the following requirements:
   a. be an Indonesian legal entity; b. be a party that has obtained a business license from the Financial Services Authority to conduct activities in the Capital Market sector;
   c. have paid-up capital of at least IDR 5,000,000,000.00 (five billion rupiah);
   d. be located within the territory of the Republic of Indonesia; e. have an agreement with the Central Securities Depository and securities administration bureaus to obtain shareholder data to ensure the identification of shareholders entitled to attend the GMS; f. have human resources with expertise and/or background in information technology; g. have procedures and methods for using e-RUPS; h. have mechanisms and procedures for resolving data discrepancies in shareholder lists in case of differences in shareholder data with either the Central Securities Depository or the securities administration bureau;
   i. have a shareholder validation mechanism;
   j. have and establish standard operational mechanisms or procedures for organizing e-RUPS in accordance with the provisions of Financial Services Authority Regulation Number 15/POJK.04/2020 concerning the Plan and Organization of General Meetings of Shareholders of Public Companies and Financial Services Authority Regulation Number 16/POJK.04/2020 concerning the Implementation of Electronic General Meetings of Shareholders of Public Companies; k. meet electronic system readiness, at least:

1. using an Indonesian domain name in accordance with applicable regulations;
2. having and placing backup data center and disaster recovery facilities related to e-RUPS organization within Indonesia in a safe location separate from the main data center; and
3. having adequate storage capacity.

2. The procedures and methods for using e-RUPS as referred to in letter g of number 1 must contain at least:
   a. requirements and methods for registration and/or granting access rights to e-RUPS Users, including cancellation of e-RUPS User registration; b. methods for determining registration and/or usage fees for e-RUPS;
   c. methods for using e-RUPS;
   d. rights and obligations of e-RUPS Users; e. limitations on e-RUPS usage access; f. confidentiality, integrity, and availability of GMS implementation information contained in e-RUPS; g. reporting mechanisms and data retrieval in the context of fulfilling Public Company reporting obligations; h. personal data protection in accordance with applicable regulations, including:

1. prohibition of e-RUPS Providers from abusing e-RUPS Users' personal data; and
2. obligation of e-RUPS Providers to store e-RUPS Users' personal data for the period regulated in the Law concerning company documents; and
   i. requirements and methods for the temporary suspension of services to e-RUPS Users.

III. PROCEDURES FOR APPLICATION FOR APPROVAL OF PARTIES AS E-RUPS PROVIDERS

1. The application for approval as an e-RUPS Provider as referred to in Section I number 2 is submitted to the Executive Head of Capital Market Supervision in accordance with the format of the Application for Approval as an e-RUPS Provider contained in the Appendix which is an integral part of this Financial Services Authority Circular Letter, accompanied by documents containing at least:
   a. photocopy of the latest approved Articles of Association approved or agreed upon by the competent authority or notified to the competent authority; b. photocopy of the Legal Entity Tax Identification Number (NPWP);
   c. photocopy of the business license from the Financial Services Authority;
   d. photocopy of the agreement with the Central Securities Depository and securities administration bureaus regarding ownership data of securities administered by the Central Securities Depository and securities administration bureaus; e. procedures and methods for using e-RUPS; f. proof of electronic system readiness in accordance with the format of the Electronic System Infrastructure Readiness List contained in the Appendix which is an integral part of this Financial Services Authority Regulation; g. standard operational mechanisms or procedures for organizing e-RUPS which among others contain methods for organizing GMS through e-RUPS, at least:

1. GMS announcement;
2. Authorized Representative registration;
3. GMS summons process, including re-summons, correction of summons, and delivery of agenda materials/GMS materials;
4. shareholder proxy granting process;
5. proxy acceptance process by Authorized Representatives provided in e-RUPS;
6. GMS implementation:
   a) registration of shareholders and Authorized Representatives in e-RUPS; b) electronic GMS implementation; c) voting; d) vote counting; and e) GMS results;
7. reporting of GMS implementation in e-RUPS.
   h. composition of Board of Directors and Board of Commissioners members, accompanied by a curriculum vitae signed by the respective parties using the Curriculum Vitae format contained in the Appendix which is an integral part of this Financial Services Authority Circular Letter, photocopy of Tax Identification Number, and photocopy of valid identification cards such as ID Card or Passport;
   i. a statement letter from the Chief Director stating that the e-RUPS implementation system complies with applicable regulations; and
   j. proof of having professional human resources in the field of information technology, as well as proof of expertise and/or background in the field of information technology, including but not limited to expertise certificates or work experience letters of at least 1 (one) year in the field of information technology.

2. In the event that the Financial Services Authority has provided an electronic system, the application for approval as an e-RUPS Provider must be submitted through that electronic system.

3. In the event that the electronic system as referred to in number 2 experiences technical disturbances or force majeure occurs, the application for approval as an e-RUPS Provider as referred to in number 1 may be submitted to the Financial Services Authority offline accompanied by supporting documents in the form of printed documents and/or electronic document copies.

4. The review process of the application for approval as an e-RUPS Provider is conducted with the following provisions:
   a. The application for approval is submitted by the applicant to the Financial Services Authority accompanied by the completeness of documents as referred to in number 1. b. The Financial Services Authority reviews the application for approval submitted by the e-RUPS Provider.
   c. In processing the approval application, the Financial Services Authority may request information, completeness of documents, and/or presentation of the electronic system or other actions from the e-RUPS Provider.
   d. Approval of other parties as e-RUPS Providers is granted by the Financial Services Authority no later than 20 (twenty) working days after receipt of the application for approval that meets the completeness requirements. e. In the event that the application for approval upon receipt does not meet the completeness requirements, no later than 20 (twenty) working days after receipt of the application, the Financial Services Authority provides a notification letter to the applicant stating that:

1. the application for approval is incomplete; or
2. the application for approval is rejected because it does not meet the requirements.
   f. In the event that the Financial Services Authority states that the application for approval is incomplete as referred to in letter e number 1), the applicant must submit additional information and/or documents no later than 90 (ninety) days after the date of the notification letter. g. Applicants who do not respond to requests for additional information and/or documents within the period as referred to in letter f are deemed to have cancelled the application for approval already submitted to the Financial Services Authority. h. e-RUPS Providers are deemed not to have cancelled the application for approval as referred to in letter g if before the end of the 90 (ninety) day period, the e-RUPS Provider can explain in writing to the Financial Services Authority that fulfillment of the request as referred to in letter f requires more than 90 (ninety) days.

IV. REGISTRATION OF ELECTRONIC SYSTEMS

1. e-RUPS Providers that have obtained approval from the Financial Services Authority are required to register as electronic system organizers at the ministry responsible for government affairs in the field of communication and informatics.

2. e-RUPS Providers cannot conduct activities as e-RUPS Providers before submitting the electronic system organizer registration list to the Financial Services Authority.

3. The registration list as referred to in number 2 is deemed to have been submitted when the e-RUPS Provider has received a notification of acceptance from the Financial Services Authority.

V. RETURN OF E-RUPS PROVIDER APPROVAL

1. e-RUPS Providers may return the approval they hold by submitting an application to the Financial Services Authority.

2. e-RUPS Providers wishing to return the approval as referred to in number 1 must submit an application to the Financial Services Authority by attaching:
   a. Decision Letter of the Financial Services Authority regarding Approval as an e-RUPS Provider; and b. Statement Letter stating that all obligations as an e-RUPS Provider have been fulfilled, including payment of administrative sanctions in the form of fines to the Financial Services Authority, along with supporting evidence.

3. The return of e-RUPS Provider approval as referred to in number 1 does not eliminate the obligations and responsibilities of the e-RUPS Provider regarding applicable regulations in the financial services sector and/or Financial Services Authority decisions that have not been fulfilled arising while the party held the e-RUPS Provider approval.

VI. OTHER PROVISIONS

1. In the event that an e-RUPS Provider no longer holds a business license from the Financial Services Authority to conduct activities in the capital market sector, the approval as an e-RUPS Provider previously issued by the Financial Services Authority becomes invalid.

2. e-RUPS Providers may provide e-RUPS organization services to among others:
   a. Public Companies whose securities are administered by a securities administration bureau that is an e-RUPS Provider; b. Public Companies whose securities are administered by a securities administration bureau that has an agreement with the e-RUPS Provider; and
   c. Public Companies whose securities are not recorded at the Central Securities Depository and administer their own securities without going through a securities administration bureau, provided that such Public Company can provide and be responsible for shareholder data entitled to attend the GMS.

3. e-RUPS Providers must submit reports to the Financial Services Authority in the event of changes and/or updates to contracts between the e-RUPS Provider and the securities administration bureau.

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

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

Determined in Jakarta on January 24, 2022
EXECUTIVE HEAD
OF CAPITAL MARKET SUPERVISION
FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA, signed
HOESEN

APPENDIX
CIRCULAR LETTER OF THE FINANCIAL SERVICES AUTHORITY REPUBLIC OF INDONESIA NUMBER 1 /SEOJK.04/2022 CONCERNING PROCEDURES FOR APPLICATION FOR APPROVAL OF PARTIES AS PROVIDERS OF THE ELECTRONIC GENERAL MEETING OF SHAREHOLDERS SYSTEM (E-RUPS)

APPLICATION FOR APPROVAL AS E-RUPS PROVIDER
.......... , .............................
Attachment :
Subject : Application for Approval as e-RUPS Provider To Honorable Executive Head of Capital Market Supervision Financial Services Authority in Jakarta

Hereby we submit an application for approval as an e-RUPS Provider. As consideration material, we hereby submit the following data:

1. Name of legal entity leader
   : ......................................................................
2. Name of legal entity
   : ......................................................................
3. Legal entity activities
   : ......................................................................
4. Full address of legal entity
   : (street name and number)
   ............................................... - □□□□□ (city and postal code)
5. Legal entity telephone number/email
   : ......................................................................

To complete this application, we hereby attach the following documents:
a. photocopy of the latest approved Articles of Association approved or agreed upon by the competent authority or notified to the competent authority; b. photocopy of the Legal Entity Tax Identification Number (NPWP);
c. photocopy of the business license from the Financial Services Authority;
d. photocopy of the agreement with the Central Securities Depository and securities administration bureaus regarding ownership data of securities administered by the Central Securities Depository and securities administration bureaus; e. procedures and methods for using e-RUPS; f. proof of electronic system readiness in accordance with the format of the Electronic System Infrastructure Readiness List and Operational Activity Data; g. standard operational mechanisms or procedures for organizing e-RUPS; h. composition of Board of Directors and Board of Commissioners members, accompanied by curriculum vitae, photocopy of Tax Identification Number, and photocopy of valid identification cards such as ID Card or Passport;
i. statement letter from the Chief Director stating that the e-RUPS implementation system complies with applicable regulations; and
j. proof of having professional human resources in the field of information technology, as well as proof of expertise and/or background in the field of information technology.

Thus this application is submitted, and we thank you for your attention.

Applicant,
..............................................
(clear name and signature of legal entity leader) Stamp Duty

CURRICULUM VITAE

1. PERSONAL DATA

2. Full Name : ……………………………………………………..

3. Nickname : ……………………………………………………..

4. Place of Birth : ……………………………………………………..

5. Date of Birth : ……………………………………………………..

6. Gender : ……………………………………………………..

7. Religion : ……………………………………………………..

8. Nationality : ……………………………………………………..

9. Marital Status : ……………………………………………………..

10. Occupation : ……………………………………………………..

11. Home Phone No. : ……………………………………………………..

12. Mobile Phone No. : ……………………………………………………..

13. Email Address : ……………………………………………………..

14. IDENTITY DATA

15. Identity Type : ……………………………………………………..

16. Identity Number : ……………………………………………………..

17. Address : ……………………………………………………..

18. RT/RW : ……………………………………………………..

19. Village/Sub-district : ……………………………………………………..

20. District : ……………………………………………………..

21. City/Regency : ……………………………………………………..

22. Province : ……………………………………………………..

23. Country : ……………………………………………………..

24. Postal Code : ……………………………………………………..

25. NPWP : ……………………………………………………..

26. DOMICILE DATA

27. Domicile Address : ……………………………………………………..

28. RT/RW : ……………………………………………………..

29. Village/Sub-district : ……………………………………………………..

30. District : ……………………………………………………..

31. City/Regency : ……………………………………………………..

32. Province : ……………………………………………………..

33. Country : ……………………………………………………..

34. Postal Code : ……………………………………………………..

Photo attached

4. EDUCATION HISTORY
   Level of Education | Year of Graduation | Institution Name | Faculty / Major | Graduation / Degree Achieved

5. TRAINING ATTENDED
   Training Name* | Year | Organizer | Location
   *) including certification training

6. WORK HISTORY
   Period (Year) | Company Name | Position | Description of Responsibilities | Achievements | Awards | Date of Leaving Work

7. SPECIFIC EXPERIENCE
   (Describe your specific work experience that demonstrates your ability to handle difficult situations/successes you have achieved).

I hereby compile this Curriculum Vitae truthfully.
(City), .....................
(Signature above stamp duty is sufficient)
(Name)

ELECTRONIC SYSTEM INFRASTRUCTURE READINESS LIST No. MATTER DESCRIPTION PROVIDER E-RUPS Completeness of infrastructure facilities and data center (data center)

1. The domain used by the party to become an e-RUPS Provider uses an Indonesian domain in accordance with applicable regulations.
2. The party to become an e-RUPS Provider has and places backup data center and disaster recovery facilities related to e-RUPS organization within Indonesia in a safe location separate from the main data center.
3. Each data center used by the party to become an e-RUPS Provider has separate application servers and database servers.
4. The party to become an e-RUPS Provider submits the utilization level of server and network devices used.
5. The party to become an e-RUPS Provider submits the architecture topology used in accordance with numbers 2 and 3 above.
6. The party to become an e-RUPS Provider submits the Cooperation Agreement (PKS) document with each data center provider and/or other third parties. (If any)
   Furthermore, information that must be contained in the PKS contains at least:
   a. Parties in the PKS; b. Type and service specifications;
   c. Service Level Agreement (SLA) for each service provided;
   d. Service usage period; e. Rights and obligations in service provision; and f. Service renewal and/or termination.

Backup and Recovery System
7. The party to become an e-RUPS Provider submits the document of the system operational continuity plan in the face of disturbances and disasters (Business Continuity Plan).

Security and Data Protection
8. The party to become an e-RUPS Provider submits the document of concepts, policies, and technologies used for the protection of e-RUPS Users' data which must consist of at least:
a. Database security; b. Application security; and
c. Infrastructure security.
9. The party to become an e-RUPS Provider submits proof of ISO 27001 certification implementation by external parties and the plan for periodic review processes by internal or external parties.

Determined in Jakarta on January 24, 2022
EXECUTIVE HEAD
OF CAPITAL MARKET SUPERVISION
FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA, signed
HOESEN