Regulation of the Financial Services Authority Number 11/POJK.04/2018 Concerning the Public Offering of Debt Securities and/or Sukuk to Professional Investors

COPY
FINANCIAL SERVICES AUTHORITY REGULATION
NUMBER 11 /POJK.04/2018
CONCERNING
THE PUBLIC OFFERING OF DEBT SECURITIES AND/OR SUKUK to Professional Investors BY THE GRACE OF GOD THE ALMIGHTY THE COMMISSIONERS OF THE FINANCIAL SERVICES AUTHORITY,

Considering:
a. that the growth of the capital market plays an important role in supporting the national economy; b. that to increase capital market growth, it is necessary to expand opportunities for issuers to obtain funds through the capital market and provide investment alternatives for professional investors through the public offering of debt securities and/or Sukuk to professional investors;
c. that based on the considerations referred to in letters a and b and to provide a legal basis and certainty for stakeholders in the context of offering debt securities and/or Sukuk to professional investors, it is necessary to establish a Financial Services Authority Regulation concerning the Public Offering of Debt Securities and/or Sukuk to Professional Investors;

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);
2. Law Number 21 of 2011 concerning the Financial Services Authority (State Gazette of the Republic of Indonesia Year 2011 Number 111, Supplement to the State Gazette of the Republic of Indonesia Number 5253);

DECIDING:
Establishing: FINANCIAL SERVICES AUTHORITY REGULATION CONCERNING THE PUBLIC OFFERING OF DEBT SECURITIES AND/OR SUKUK TO PROFESSIONAL INVESTORS.

CHAPTER I
GENERAL PROVISIONS

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

1. Public Offering is the activity of offering securities carried out by an Issuer to sell securities to the public in accordance with the procedures regulated in Law Number 8 of 1995 concerning the Capital Market and its implementing regulations.
2. Securities are negotiable instruments, namely debt acknowledgment instruments, commercial paper, shares, bonds, debt certificates, investment contract units, forward contracts over Securities, and any derivatives of Securities.
3. Sukuk are Shariah-compliant Securities in the form of certificates or proof of ownership that have equal value and represent an indivisible or undivided share (syuyu’/undivided share) over the underlying assets.
4. Professional Investor is a party that has the ability to purchase Securities and conduct risk analysis on investments in such Securities.
5. Issuer is the party conducting the Public Offering.
6. Capital Market is the activity related to Public Offerings and the trading of Securities, public companies related to the Securities they issue, as well as institutions and professions related to Securities.
7. Registration Statement is a document that must be submitted to the Financial Services Authority by the Issuer in the context of a Public Offering or by a public company.
8. Prospectus is any written information related to the Public Offering with the aim of having other parties purchase Securities.
9. Securities Company is a party conducting business activities as a securities underwriter, securities broker-intermediary, and/or investment manager.
10. Securities Underwriter is a party that enters into a contract with the Issuer to conduct a Public Offering on behalf of the Issuer, with or without the obligation to purchase unsold Securities.
11. Investment Manager is a party whose business activities involve managing a portfolio of Securities for clients or managing a collective investment portfolio for a group of clients, except for insurance companies, pension funds, and banks that conduct their own business activities based on legislation.
12. Investment Advisor is a party that provides advice to other parties regarding the sale or purchase of Securities in exchange for service fees.
13. Public Accountant is an individual who has obtained a license to provide services as referred to in legislation regarding public accountants and is registered with the Financial Services Authority.

Article 2
(1) This Financial Services Authority Regulation applies to Issuers submitting a Registration Statement in the context of a Public Offering of debt securities and/or Sukuk to Professional Investors. (2) Issuers conducting a Public Offering of debt securities and/or Sukuk to Professional Investors must comply with the provisions of legislation in the capital market sector regulating Registration Statements, Public Offerings, the issuance and requirements of Sukuk, and/or other related regulations, unless specifically regulated in this Financial Services Authority Regulation.

Article 3
Issuers conducting a Public Offering of debt securities and/or Sukuk to Professional Investors are not required to obtain a credit rating for the debt securities and/or Sukuk as regulated in the provisions of legislation in the capital market sector regulating the credit rating of debt securities and/or Sukuk, unless the Public Offering of debt securities and/or Sukuk to Professional Investors is conducted in stages.

Article 4
Securities offered through the Public Offering of debt securities and/or Sukuk to Professional Investors must be issued in book-entry form and accounted for by a depository and clearing institution.

CHAPTER II
PROFESSIONAL INVESTORS

Article 5
(1) Professional Investors consist of:
a. financial service institutions; and b. parties other than financial service institutions that have the ability to purchase Securities and conduct risk analysis on investments in such Securities. (2) Financial service institutions as referred to in paragraph (1) letter a consist of:
a. banks; b. pension funds;
c. insurance companies;
d. Investment Managers including investment products managed and/or clients represented by them; and e. Securities Companies.
(3) Parties other than financial service institutions as referred to in paragraph (1) letter b consist of:
a. individuals who have the ability to analyze investment risks in Securities, have at least 1 (one) year of investment experience in the Capital Market, and meet the criteria:

1. have net assets of at least IDR 10,000,000,000.00 (ten billion rupiah) excluding land, buildings, and intangible assets; or
2. have an average investment portfolio in the Capital Market of at least IDR 3,000,000,000.00 (three billion rupiah) in the 1 (one) year prior to the Public Offering of debt securities and/or Sukuk being conducted; or
   b. legal entities, joint ventures, associations, or organized groups that have the ability to analyze investment risks in Securities, have at least 1 (one) year of investment experience in the Capital Market, and meet the criteria:
3. have net assets of at least IDR 20,000,000,000.00 (twenty billion rupiah) excluding land, buildings, and intangible assets; or
4. have an average investment portfolio in the Capital Market of at least IDR 6,000,000,000.00 (six billion rupiah) in the 1 (one) year prior to the Public Offering of debt securities and/or Sukuk being conducted.
   (4) The requirement for the ability to conduct risk analysis on investments in Securities for parties other than financial service institutions as referred to in paragraph (3) letters a and b may be replaced by the use of Investment Advisor services.

Article 6
(1) Banks as referred to in Article 5 paragraph (2) letter a consist of:
a. commercial banks; b. Shariah commercial banks; and
c. branches of banks located outside the country.
(2) Insurance companies as referred to in Article 5 paragraph (2) letter c consist of:
a. insurance companies; b. Shariah insurance companies;
c. reinsurance companies; and
d. Shariah reinsurance companies.

Article 7
(1) Investment experience in the Capital Market as referred to in Article 5 paragraph (3) is evidenced by the ownership of a Securities account.
(2) Proof of net asset ownership for Professional Investors who are:
a. individuals as referred to in Article 5 paragraph (3) letter a number 1 is evidenced by a statement supported by asset ownership documents; and b. legal entities, joint ventures, associations, or organized groups as referred to in Article 5 paragraph (3) letter b number 1 is evidenced by the latest audited financial statements prior to the Public Offering of debt securities and/or Sukuk being conducted.

Article 8
(1) Professional Investors intending to purchase debt securities and/or Sukuk offered through the Public Offering of debt securities and/or Sukuk to Professional Investors must declare to the Issuer or to the Securities Underwriter, if using a Securities Underwriter, that the Professional Investor meets the criteria as a Professional Investor as referred to in Article 5. (2) The Professional Investor declaration as referred to in paragraph (1) becomes an inseparable part of the order form for debt securities and/or Sukuk to Professional Investors, which must be signed by the Professional Investor.

CHAPTER III
REGISTRATION STATEMENT

Article 9
The Registration Statement in the context of the Public Offering of debt securities and/or Sukuk to Professional Investors must at least consist of:
a. a cover letter for the Registration Statement prepared in accordance with the format of the Registration Statement Cover Letter contained in the Appendix which is an inseparable part of this Financial Services Authority Regulation; b. Prospectus; and
c. other documents submitted as part of the Registration Statement.

Article 10
(1) Other documents as referred to in Article 9 letter c include:
a. financial reports audited by a Public Accountant for the last 2 (two) fiscal years or since establishment for Issuers established for less than 2 (two) fiscal years; b. legal opinions covering all legal aspects of the Issuer, except:

1. for the examination of the Articles of Association, it only covers the Articles of Association at the time of establishment and the latest Articles of Association; and
2. for the examination of capital structure and changes in share ownership, it only covers the last 2 (two) years or since establishment if less than 2 (two) years prior to the Registration Statement;
   c. ratings issued by a securities rating agency over the debt securities and/or Sukuk, if ratings exist;
   d. securities underwriting agreements, if using a Securities Underwriter; e. trust agreements; f. guarantee agreements, if there are guarantors; g. statements from the Issuer in the format and content as specified in the Issuer Statement format contained in the Appendix which is an inseparable part of this Financial Services Authority Regulation; h. statements from supporting capital market professions in the format of the Supporting Capital Market Profession Statement contained in the Appendix which is an inseparable part of this Financial Services Authority Regulation;
   i. statements from the executing securities underwriter, if using a Securities Underwriter, in the format of the Executing Securities Underwriter Statement contained in the Appendix which is an inseparable part of this Financial Services Authority Regulation; and
   j. documents containing other information as requested by the Financial Services Authority deemed necessary in the review of the Registration Statement, provided they can be announced to the public without harming the Issuer's interests. (2) Issuers that have issued equity securities and/or Issuers that have issued debt securities and/or Sukuk but have not yet matured are not required to submit documents as referred to in paragraph (1) letter a and paragraph (1) letter b.

Article 11
In the event that the effectiveness of the Registration Statement exceeds 6 (six) months from the latest annual financial report, the latest annual financial report must be supplemented with an interim financial report audited by a Public Accountant, so that the time period between the effective date of the Registration Statement and the date of the interim financial report does not exceed 6 (six) months.

Article 12
(1) Interim financial reports must be presented with a comparison of the same interim period from the previous 1 (one) fiscal year, except for financial position reports.
(2) Interim financial reports used as a comparison do not need to be audited.

CHAPTER IV
PROSPECTUS AND INFORMATION DISCLOSURE

Article 13
(1) The Prospectus as referred to in Article 9 letter b must comply with the provisions in the Financial Services Authority Regulation regarding the form and content of the Prospectus and Summary Prospectus in the context of the Public Offering of debt securities, except for the obligation to include:
a. a section regarding debt statements; and b. a section regarding a summary of important financial data.
(2) In the event that the Issuer has issued equity securities and/or the Issuer has issued debt securities and/or Sukuk but has not yet matured, in addition to the exceptions as referred to in paragraph (1), the Issuer is exempted from the obligation to include the legal opinion section and financial reports in the Prospectus.

Article 14
On the outer part of the front cover of the Prospectus, the following statement in bold capital letters must be added to directly attract the reader's attention:
"THIS PUBLIC OFFERING IS A PUBLIC OFFERING OF DEBT SECURITIES AND/OR SUKUK TO PROFESSIONAL INVESTORS".
"DEBT SECURITIES AND/OR SUKUK TO PROFESSIONAL INVESTORS MAY ONLY BE OFFERED AND/OR SOLD TO PROFESSIONAL INVESTORS."

Article 15
(1) Issuers are required to announce information disclosure regarding the Public Offering no later than 1 (one) business day after the submission of the Registration Statement, at least through:
a. 1 (one) daily newspaper in Indonesian language with national circulation or the Securities Underwriter's website; and b. the Issuer's website.
(2) In the event that the Issuer has issued equity securities and/or the Issuer has issued debt securities and/or Sukuk but has not yet matured, the Issuer may conduct information disclosure announcements regarding the Public Offering at least through:
a. 1 (one) daily newspaper in Indonesian language with national circulation, the Securities Underwriter's website, or the stock exchange website; and b. the Issuer's website.
(3) Proof of information disclosure announcements regarding the Public Offering as referred to in paragraph (1) and paragraph (2) must be submitted to the Financial Services Authority no later than 2 (two) business days after the said announcement.

Article 16
Information contained in the information disclosure regarding the Public Offering as referred to in Article 15 must at least include:
a. estimated dates related to the Public Offering; b. type, maximum number of Securities offered, and estimated interest rate or estimated profit-sharing ratio, margin, or service fee in accordance with the characteristics of the Shariah contract;
c. plans for the use of funds obtained from the results of the Public Offering;
d. summary of management discussion and analysis; e. summary of risk factors; and f. information stating that the Prospectus and purchase order forms for Securities are available at the Issuer's office, the Securities Underwriter's office, and/or the Issuer's website or Securities Underwriter's website.

Article 17
In the event that the Issuer intends to conduct an initial offering as referred to in the provisions of legislation in the capital market sector regulating initial Prospectus and info memos, the initial offering may only be conducted after the Issuer announces information disclosure regarding the Public Offering as referred to in Article 15.

CHAPTER V
ANNOUNCEMENT OF CHANGES AND/OR ADDITIONAL INFORMATION

Article 18
(1) No later than 1 (one) business day after the effectiveness of the Registration Statement and before the start of the Public Offering period, the Issuer is required to announce:
a. changes and/or additional information as referred to in Article 16, if there are changes and/or additional information; and b. the effective date.
(2) Announcements as referred to in paragraph (1) must be conducted at least through:
a. 1 (one) daily newspaper in Indonesian language with national circulation or the Securities Underwriter's website; and b. the Issuer's website.
(3) Issuers that have issued equity securities and/or Issuers that have issued debt securities and/or Sukuk but have not yet matured may conduct announcements as referred to in paragraph (1) through:
a. 1 (one) daily newspaper in Indonesian language with national circulation, the Securities Underwriter's website, or the stock exchange website; and b. the Issuer's website.
(4) Issuers are required to submit proof of information disclosure announcements regarding the Public Offering as referred to in paragraph (2) and paragraph (3) to the Financial Services Authority no later than 2 (two) business days after the said announcement.

CHAPTER VI
PUBLIC OFFERING PERIOD, ALLOCATION, AND REPORT ON THE RESULTS OF THE PUBLIC OFFERING

Article 19
In the Public Offering of debt securities and/or Sukuk to Professional Investors, the Issuer or Securities Underwriter, if using a Securities Underwriter, must use information from the statements made by Professional Investors to ensure that the parties purchasing the Securities meet the Professional Investor criteria for the purpose of order allocation, unless it is known and supported by adequate evidence that the statement is incorrect.

Article 20
(1) Issuers are required to conduct the Public Offering no later than 1 (one) business day after the Registration Statement becomes effective.
(2) The Public Offering period as referred to in paragraph (1) must be at least 1 (one) business day and at most 3 (three) business days.
(3) Allocation of Securities for a Public Offering of Securities must be completed no later than 1 (one) business day after the end of the Public Offering period.

Article 21
(1) Delivery of Securities along with proof of ownership of Securities must be carried out to the purchasers of Securities in the Public Offering no later than 2 (two) business days after the allocation date. (2) The Issuer or Securities Underwriter, if using a Securities Underwriter, is required to submit a report on the results of the Public Offering to the Financial Services Authority no later than 5 (five) business days after the allocation date.

CHAPTER VII
CONTINUOUS PUBLIC OFFERING OF DEBT SECURITIES AND/OR SUKUK TO PROFESSIONAL INVESTORS

Article 22
(1) The Public Offering of debt securities and/or Sukuk to Professional Investors may be conducted in stages.
(2) In the event that the Issuer conducts a Public Offering of debt securities and/or Sukuk to Professional Investors in stages, the following provisions apply:
a. the Issuer must comply with the Financial Services Authority Regulation regarding Continuous Public Offering of debt securities and/or Sukuk or the Financial Services Authority Regulation regarding the issuance and requirements of Sukuk, except regarding Registration Statements and Public Offerings in the context of the Continuous Public Offering of debt securities and/or Sukuk to Professional Investors; b. provisions regarding Registration Statements and Public Offerings in the context of the Continuous Public Offering of debt securities and/or Sukuk to Professional Investors as referred to in letter a must comply with this Financial Services Authority Regulation; and
c. the implementation of the offering of debt securities and/or Sukuk to Professional Investors in the second stage and subsequent stages must comply with the Financial Services Authority Regulation regarding Continuous Public Offering of debt securities and/or Sukuk, except that the Public Offering period must be conducted for at least 1 (one) business day and at most 3 (three) business days.

Article 23
On the front cover page of the Prospectus in the context of the Public Offering of debt securities and/or Sukuk to Professional Investors in stages as referred to in Article 22, the Issuer is required to include:
a. the statement "Prospectus for Continuous Public Offering of Debt Securities and/or Sukuk to Professional Investors", also mentioning the name of the Securities; and b. the total amount of funds to be raised and the type of Securities, namely debt securities and/or Sukuk to Professional Investors to be issued during the period of the Continuous Public Offering of debt securities and/or Sukuk to Professional Investors.

Article 24
Issuers must include a statement in bold typeface in the additional information in the context of the Public Offering of debt securities and/or Sukuk to Professional Investors in the second stage and subsequent stages, namely:
a. "THIS PUBLIC OFFERING IS A PUBLIC OFFERING OF DEBT SECURITIES AND SUKUK TO PROFESSIONAL INVESTORS STAGE-.... OF THE CONTINUOUS PUBLIC OFFERING OF DEBT SECURITIES AND SUKUK TO PROFESSIONAL INVESTORS THAT HAS BECOME EFFECTIVE"; b. "THIS PUBLIC OFFERING IS A PUBLIC OFFERING OF DEBT SECURITIES TO PROFESSIONAL INVESTORS STAGE-.... OF THE CONTINUOUS PUBLIC OFFERING OF DEBT SECURITIES TO PROFESSIONAL INVESTORS THAT HAS BECOME EFFECTIVE"; or
c. "THIS PUBLIC OFFERING IS A PUBLIC OFFERING OF SUKUK TO PROFESSIONAL INVESTORS STAGE-.... OF THE CONTINUOUS PUBLIC OFFERING OF DEBT SECURITIES AND SUKUK TO PROFESSIONAL INVESTORS THAT HAS BECOME EFFECTIVE".

CHAPTER VIII
TRADING OF DEBT SECURITIES AND/OR SUKUK OFFERED IN THE PUBLIC OFFERING OF DEBT SECURITIES AND/OR SUKUK TO PROFESSIONAL INVESTORS

Article 25
(1) Debt securities and/or Sukuk offered in the Public Offering of debt securities and/or Sukuk to Professional Investors may only be sold to Professional Investors.
(2) In the event that trading of the Securities as referred to in paragraph (1) is carried out by or through a securities broker-intermediary, the securities broker-intermediary must ensure that the purchaser of the Securities is a Professional Investor. (3) In the event that trading of the Securities as referred to in paragraph (1) is carried out not through a securities broker-intermediary, the custodian must ensure that the purchaser of the Securities is a Professional Investor.

Article 26
Purchasers of Securities as referred to in Article 25 paragraph (2) and paragraph (3) must declare to the securities broker-intermediary or custodian that the purchaser of the Securities meets the criteria as a Professional Investor.

Article 27
Securities broker-intermediaries as referred to in Article 25 paragraph (2) must reject buy instructions and custodians as referred to in Article 25 paragraph (3) must reject transfer instructions in the event that the purchaser of the Securities is not a Professional Investor.

CHAPTER IX
SANCTION PROVISIONS

Article 28
(1) Without prejudice to criminal provisions in the capital market sector, the Financial Services Authority has the authority to impose administrative sanctions on any party that violates the provisions of this Financial Services Authority Regulation, including parties causing the violation, in the form 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 approval; and/or g. cancellation of registration.
(2) Administrative sanctions as referred to in paragraph (1) letters b, c, d, e, f, or g may be imposed with or without being preceded by the imposition of an administrative sanction in the form of a written warning as referred to in paragraph (1) letter a. (3) Administrative sanctions in the form of a fine as referred to in paragraph (1) letter b may be imposed separately or together with the imposition of administrative sanctions as referred to in paragraph (1) letters c, d, e, f, or g.

Article 29
In addition to administrative sanctions as referred to in Article 28 paragraph (1), the Financial Services Authority may take specific actions against any party that violates the provisions of this Financial Services Authority Regulation.

Article 30
The Financial Services Authority may announce the imposition of administrative sanctions as referred to in Article 28 paragraph (1) and certain actions as referred to in Article 29 to the public.

CHAPTER X
CLOSING PROVISIONS

Article 31
The obligation to submit Registration Statements electronically as regulated in Financial Services Authority Regulations regarding the submission of Registration Statements or the submission of corporate actions electronically does not apply to Issuers that will conduct a Public Offering of Debt Securities and/or Sukuk to Professional Investors until determined by the Financial Services Authority.

Article 32
This Financial Services Authority Regulation comes into force on the date of its promulgation.

This copy is consistent with the original
Legal Director 1
Legal Department signed
Yuliana

To ensure everyone is aware, order the promulgation of this Financial Services Authority Regulation by placing it in the State Gazette of the Republic of Indonesia.

Established in Jakarta on August 1, 2018
CHAIRMAN OF THE COMMISSIONERS BOARD
FINANCIAL SERVICES AUTHORITY, signed
WIMBOH SANTOSO

Promulgated in Jakarta on August 1, 2018
MINISTER OF LAW AND HUMAN RIGHTS
REPUBLIC OF INDONESIA, signed
YASONNA H. LAOLY

STATE GAZETTE OF THE REPUBLIC OF INDONESIA YEAR 2018 NUMBER 120

EXPLANATION
OF
FINANCIAL SERVICES AUTHORITY REGULATION
NUMBER 11 /POJK.04/2018
ABOUT
PUBLIC OFFERING OF DEBT SECURITIES AND/OR SUKUK TO PROFESSIONAL INVESTORS

I. GENERAL
In efforts to increase Capital Market growth and in line with increasing financing access needs for Issuers in the Capital Market, an attractive alternative financing source for Issuers is needed. One alternative funding that can be used by Issuers is the issuance of Debt Securities and/or Sukuk whose offering is more limited, namely only to Professional Investors. The issuance of Debt Securities and/or Sukuk to Professional Investors can simultaneously serve as an investment alternative for investors.

This Financial Services Authority Regulation provides the legal basis regarding the Public Offering of Debt Securities and/or Sukuk directed to Professional Investors. The main provisions in this Financial Services Authority Regulation include:
a. definition and criteria for Professional Investors which include financial service institutions and parties other than financial service institutions that have the ability to purchase Securities and conduct risk analysis on investments in such Securities; b. Registration Statement, which regulates the scope of the Registration Statement in the context of the Public Offering of Debt Securities and/or Sukuk to Professional Investors;
c. the Issuer's obligation to announce information disclosure regarding the Public Offering of Debt Securities and/or Sukuk to Professional Investors;
d. provisions regulating that the Issuer can conduct an initial offering after announcing information disclosure to the public without obtaining publication permission from the Financial Services Authority; e. announcement of changes and/or additional information, which regulates the Issuer's obligations and mechanisms for announcing changes and/or additional information; f. the period for the Public Offering of Debt Securities and/or Sukuk to Professional Investors, namely at least 1 (one) working day and at most 3 (three) working days; and g. trading of Debt Securities and/or Sukuk offered in the Public Offering of Debt Securities and/or Sukuk to Professional Investors, which regulates that such Debt Securities and/or Sukuk can only be sold to Professional Investors.

Based on the background and aspects mentioned above, it is necessary to regulate the Public Offering of Debt Securities and/or Sukuk directed to Professional Investors by issuing a Financial Services Authority Regulation on the Public Offering of Debt Securities and/or Sukuk to Professional Investors.

II. ARTICLE BY ARTICLE

Article 1
Clear enough.

Article 2
Clear enough.

Article 3
Clear enough.

Article 4
Clear enough.

Article 5
Clear enough.

Article 6
Clear enough.

Article 7
Clear enough.

Article 8
Clear enough.

Article 9
Clear enough.

Article 10
Clear enough.

Article 11
Clear enough.

Article 12
Clear enough.

Article 13
Clear enough.

Article 14
Clear enough.

Article 15
Clear enough.

Article 16
Clear enough.

Article 17
Clear enough.

Article 18
Clear enough.

Article 19
Clear enough.

Article 20
Clear enough.

Article 21
Paragraph (1)
Clear enough.

Paragraph (2)
What is meant by "Public Offering Result Report" is the Public Offering Result Report as referred to in the legislation in the Capital Market sector that regulates regarding the procedures for Registration Statements in the context of Public Offerings.

Article 22
Clear enough.

Article 23
Clear enough.

Article 24
Clear enough.

Article 25
Paragraph (1)
Clear enough.

Paragraph (2)
What is meant by "Securities Broker" is a Securities Broker that conducts trading activities for Debt Securities and/or Sukuk.

Paragraph (3)
Clear enough.

Article 26
Clear enough.

Article 27
Clear enough.

Article 28
Clear enough.

Article 29
What is meant by "certain actions" can include among others:
a. postponement of the issuance of an effectiveness statement; and b. postponement of the issuance of a Financial Services Authority statement that there are no further responses to documents submitted to the Financial Services Authority in the context of the Public Offering of Debt Securities and/or Sukuk.

Article 30
The Financial Services Authority may announce the imposition of administrative sanctions and certain actions through the Financial Services Authority website or the Financial Services Authority annual report.

Article 31
Clear enough.

Article 32
Clear enough.

SUPPLEMENT TO THE STATE GAZETTE OF THE REPUBLIC OF INDONESIA NUMBER 6232

FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA
APPENDIX
FINANCIAL SERVICES AUTHORITY REGULATION
NUMBER 11 /POJK.04/2018
ABOUT
PUBLIC OFFERING OF DEBT SECURITIES AND/OR SUKUK TO PROFESSIONAL INVESTORS

COVER LETTER FOR REGISTRATION STATEMENT
Number : ....... (domicile), ....... (date/month/year) Attachment :
Subject : Cover Letter for
Registration Statement in the context of Public Offering of Debt Securities and/or Sukuk to Professional Investors* [Issuer Name] to Honorable Commissioners Board Financial Services Authority Attention: Head of Capital Market Supervisory Executive in Jakarta.

Hereby we submit the Registration Statement in the context of the Public Offering of Debt Securities and/or Sukuk to Professional Investors* in ... copies as follows:

1. Issuer : ......................................................
   a. full name : ......................................................
   b. full address : ......................................................
   c. legal form : ......................................................
   d. number and date of Deed of Establishment and Deed of Amendment of Articles of Association last (if any)
   : ......................................................
   e. approval and consent of the Minister of Law and Human Rights of the Republic of Indonesia over the Deed of Establishment and Deed of Amendment of Articles of Association last (if any)
   : ......................................................
   f. number and date of announcement in the State Gazette of the Republic of Indonesia in connection with letter e above
   : ......................................................
   g. Issuer domicile : ......................................................
   h. Issuer Business License Number
   : ......................................................
   i. Issuer business activities : ......................................................
2. Public Offering Schedule Plan
   : ......................................................
3. List of attached documents
   : a. ..................................................
   b. ..................................................
   c. ..................................................

THE STATEMENTS OR INFORMATION CONTAINED IN THE REGISTRATION STATEMENT ARE TRUE AND THERE ARE NO MATERIAL FACTS OMITTED FROM THE REGISTRATION STATEMENT REQUIRED TO MAKE THE REGISTRATION STATEMENT NOT MISLEADING.

[Issuer Name]
...........................................
Stamp
(full name and signature of authorized board of directors member)

• filled in accordance with the Public Offering conducted.
• filled in accordance with the Issuer name.

ISSUER STATEMENT
We, the undersigned, members of the board of directors and members of the board of commissioners, each representing the board of directors and board of commissioners of:
Issuer :
..................................................................
Business activities : ...................................................................
Address :
..................................................................
Telephone and fax :
..................................................................

In the context of the Public Offering of Debt Securities and/or Sukuk to Professional Investors* in the amount of........................, we declare with truthfulness that:

1. The Registration Statement in the context of the Public Offering of Debt Securities and/or Sukuk to Professional Investors* that has been submitted to the Financial Services Authority on date .............................., is complete and in accordance with the requirements set forth in the legislation in the Capital Market sector;
2. we are confident that the submitted Registration Statement does not contain statements, information, or facts that are untrue or misleading;
3. we are confident that all information or material facts required for investors to make investment decisions have been fully disclosed, are true, and not misleading;
4. we will take necessary actions to perfect or complete the Registration Statement that has been submitted to the Financial Services Authority. In the event that untrue, misleading information or facts are found, or information or facts that should have been disclosed are not disclosed, so that the information in the Registration Statement and Prospectus for the Public Offering of Debt Securities and/or Sukuk to Professional Investors* does not provide a misleading picture, we promise to promptly correct and submit such information or facts to the Financial Services Authority, both before or after the Registration Statement becomes effective;
5. in the event that untrue, misleading information or facts are found, or information or material facts that should have been disclosed are not disclosed, then upon the order of the Financial Services Authority, we are willing to do the following:
   a. amend the Registration Statement and re-disseminate the corrected Prospectus which contains true, non-misleading information or facts, and does not contain untrue statements about material facts or does not contain true statements about material facts required so that the Prospectus does not provide a misleading picture; b. suspend the Public Offering of Debt Securities and/or Sukuk to Professional Investors*; and/or
   c. cancel the Public Offering of Debt Securities and/or Sukuk to Professional Investors*;
6. we, as members of the board of directors and members of the board of commissioners, are responsible for all civil and criminal claims that may occur as a result of untrue, misleading information or facts, or failure to disclose material information or facts required, so that the information in the Registration Statement and Prospectus for the Public Offering of Debt Securities and/or Sukuk to Professional Investors* does not provide a misleading picture;
7. we do not make other agreements with the Securities Underwriter in the context of this Public Offering other than agreements that have been disclosed in the Registration Statement;
8. we promise to provide the same information or facts, both to prospective Indonesian investors and foreign investors, at the same time;
9. we are able to submit all required and requested information or reports by the Financial Services Authority in accordance with the legislation in the Capital Market sector; and
10. we promise to manage the company as best as possible for the interest of all shareholders, including public shareholders.

....... (place), ....... (date/month/year)
Board of Directors
Stamp
........................................
(full name and signature)
Board of Commissioners
Stamp
........................................
(full name and signature)

• filled in accordance with the Public Offering conducted.

UNDERWRITER STATEMENT
We, the undersigned, members of the board of directors and members of the board of commissioners, each representing the board of directors and board of commissioners of:
Securities Underwriter : .............................................................
Address : .............................................................

In the context of the Public Offering of Debt Securities and/or Sukuk to Professional Investors* in the amount of .......................... we declare with truthfulness that:

1. The Registration Statement in the context of the Public Offering of Debt Securities and/or Sukuk to Professional Investors* that has been submitted to the Financial Services Authority on date
   ..........................., is complete and in accordance with the requirements set forth in the legislation in the Capital Market sector;
2. we are confident that the submitted Registration Statement does not contain statements, information, or facts that are untrue or misleading;
3. we are confident that all information or material facts required for investors to make investment decisions have been fully disclosed;
4. we have conducted a review of the Registration Statement and have submitted questions and requested information in writing to the Issuer and Capital Market supporting professions whose names are listed in the Registration Statement. The questions and requests for information have been answered in writing and have covered all information or material facts that investors must know as a consideration for making investment decisions to buy or sell the offered Securities;
5. we have conducted a review of all information or facts provided by the Issuer and Capital Market supporting professions. Based on the review we conducted on all answers and information or facts provided by the Issuer and Capital Market supporting professions, we conclude that the information or facts submitted are complete and true;
6. we are fully aware that there is a possibility of civil lawsuits or criminal charges if it turns out that there is untrue, misleading information or facts, or failure to disclose material information or facts in the Registration Statement in connection with this Public Offering;
7. we do not make other agreements with the Issuer or other Securities Underwriters in the context of this Public Offering other than agreements that have been disclosed in the Registration Statement;
8. we are able to submit all required and requested information, facts, or reports by the Financial Services Authority in accordance with the legislation in the Capital Market sector; and
9. we promise to provide the same information, both to prospective Indonesian investors and foreign investors, at the same time.

....... (place), ....... (date/month/year)

• filled in accordance with the Public Offering conducted.
  Board of Directors
  Stamp
  ........................................
  (full name and signature)
  Board of Commissioners
  Stamp
  ........................................
  (full name and signature)

CAPITAL MARKET SUPPORTING PROFESSION STATEMENT (Public Accountant/Notary/Legal Consultant/Appraiser¹)

We, the undersigned:
Name of Capital Market Supporting Profession : ...........................................................
Name of Director/Partner : ...........................................................
Address : ...........................................................
License Number (STTD) : ...........................................................

acting as Capital Market Supporting Profession (Public Accountant/Notary/Legal Consultant/Appraiser¹) in the context of the Public Offering of Debt Securities and/or Sukuk to Professional Investors 2) in the amount of ....................................... conducted by ..................... (Issuer Name), declare with truthfulness that:

1. we are responsible for the opinion we provide which is part of the Registration Statement;
2. we as Capital Market Supporting Professionals in performing our duties have acted in accordance with professional norms or standards of the profession 3) (Public Accountant/Notary/Legal Consultant/Appraiser 1);
3. we as Capital Market Supporting Professionals in performing our duties have acted independently and do not have conflicts of interest with the Issuer and other Capital Market Supporting Professionals;
4. we are responsible for the review of the Registration Statement and have submitted questions and requested information in writing to the Issuer and requested information or facts from other parties as deemed necessary. Answers have been received from other parties and in writing from the Issuer. The procedures we carried out were in accordance with our professional norms or standards and the legislation in the Capital Market sector;
5. we are confident that the submitted Registration Statement does not contain statements, information, or facts that are untrue and/or misleading, and/or discloses information or material facts required so that the information in the Registration Statement and Prospectus for the Public Offering of Debt Securities and/or Sukuk to Professional Investors 2) does not provide a misleading picture;
6. we are confident that there are no obstacles to the implementation of this Public Offering;
7. we are responsible for the opinions we make in the context of this Public Offering and we have also read the entire Prospectus and Registration Statement documents, especially to see if the information or facts contained do not contradict our opinions; 4) and
8. in the event that untrue, misleading information or facts are found, or information or facts that should have been disclosed are not or have not been disclosed, so that in the Prospectus and other Registration Statement documents in the context of the Public Offering of Debt Securities and/or Sukuk to Professional Investors 2) do not provide a misleading picture, we promise to promptly submit such information or facts to the Financial Services Authority both before and after the Registration Statement becomes effective.

.............. (place), ............ (date, month, year)

1. strike out what is not needed.
2. filled in accordance with the Public Offering conducted.
3. for Notaries, the statement should be adjusted to its relevance.
4. specifically for Notaries, the definition of professional standards as referred to in this statement refers to the Notary Office Regulation (Notaris Reglement) and the Notary Code of Ethics.

Capital Market Supporting Profession
(Public Accountant/Notary/
Legal Consultant/Appraiser¹)

Stamp
........................................
(full name and signature)

This copy is consistent with the original
Legal Director 1
Legal Department signed
Yuliana

PUBLIC OFFERING PROCESS FLOW FOR DEBT SECURITIES AND/OR SUKUK TO PROFESSIONAL INVESTORS

Established in Jakarta on August 1, 2018
CHAIRMAN OF THE COMMISSIONERS BOARD
FINANCIAL SERVICES AUTHORITY, signed
WIMBOH SANTOSO

The process flow for this Public Offering is only a brief overview of the entire Public Offering process. The complete registration procedures in the context of the Public Offering still refer to Financial Services Authority Regulation Number 11/POJK.04/2018