Regulation of the Financial Services Authority of the Republic of Indonesia Number 15/POJK.04/2020 concerning the Planning and Implementation of the General Meeting of Shareholders of Open Companies

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REGULATION OF THE FINANCIAL SERVICES AUTHORITY OF THE REPUBLIC OF INDONESIA NUMBER 15/POJK.04/2020 CONCERNING THE PLANNING AND IMPLEMENTATION OF THE GENERAL MEETING OF SHAREHOLDERS OF OPEN COMPANIES BY THE GRACE OF THE ALMIGHTY GOD, THE BOARD OF COMMISSIONERS OF THE FINANCIAL SERVICES AUTHORITY, Considering:
a. that in order to increase shareholder participation in the General Meeting of Shareholders, it is necessary to increase the efficiency and effectiveness of the implementation of the General Meeting of Shareholders; b. that in efforts to increase the efficiency and effectiveness of the implementation of the General Meeting of Shareholders, it is necessary to utilize the development of information technology;
c. that in support of the utilization of the development of information technology, it is necessary to replace the Regulation of the Financial Services Authority concerning the Planning and Implementation of the General Meeting of Shareholders;
d. that based on the considerations as referred to in letters a, b, and c,

FINANCIAL SERVICES AUTHORITY
OF THE REPUBLIC OF INDONESIA

it is necessary to establish a Regulation of the Financial Services Authority concerning the Planning and Implementation of the General Meeting of Shareholders of Open Companies;

Considering:

1. Law Number 8 of 1995 concerning Capital Markets (State Gazette of the Republic of Indonesia Year 1995 Number 64, Supplement to the State Gazette of the Republic of Indonesia Number 3608);
2. Law Number 21 of 2011 concerning the Financial Services Authority (State Gazette of the Republic of Indonesia Year 2011 Number 111, Supplement to the State Gazette of the Republic of Indonesia Number 5253);

DECIDES:
Establish: A REGULATION OF THE FINANCIAL SERVICES AUTHORITY CONCERNING THE PLANNING AND IMPLEMENTATION OF THE GENERAL MEETING OF SHAREHOLDERS OF OPEN COMPANIES.

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

1. Open Company is an issuer that conducts a public offering of equity securities or a public company.
2. General Meeting of Shareholders, hereinafter abbreviated as GMS, is an organ of the Open 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 Open Company.
3. Board of Directors is an organ of the Open Company that has the authority and is fully responsible for the management of the Open Company for the interests of the Open Company, in accordance with the purpose and objectives of the Open Company and represents the Open Company, both inside and outside of court, in accordance with the provisions of the Articles of Association of the Open Company.
4. Board of Commissioners is an organ of the Open Company tasked with conducting general and/or specific supervision in accordance with the Articles of Association and providing advice to the Board of Directors of the Open Company.
5. Electronic GMS Implementation System, hereinafter referred to as e-GMS, is an electronic system or facility used to support the provision of information, implementation, and reporting of the GMS of the Open Company.
6. Proxy Recipient is a party appointed by shareholders to attend and exercise voting rights in the GMS.
7. e-GMS Provider is a party that provides and manages the e-GMS.
8. Settlement Institution is a party that conducts central custody activities for custodian banks, securities companies, and other parties.
9. e-GMS User is the Open Company, participants, securities administration bureaus, shareholders, and other parties determined by the e-GMS Provider.
10. Participant is a securities company or custodian bank that has opened a main securities account at the Settlement Institution.
11. Controller of the Open Company, hereinafter referred to as Controller, is a Controller as referred to in the Regulation of the Financial Services Authority concerning the takeover of open companies.
12. Independent Shareholder is a shareholder who does not have personal economic interests 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 shareholder, and Controller.

Article 2
(1) GMS consists of Annual GMS and other GMS.
(2) Open Companies are required to hold an Annual GMS no later than 6 (six) months after the end of the fiscal year.
(3) In certain conditions, the Financial Services Authority may determine time limits other than those regulated in paragraph (2).
(4) Open Companies may hold other GMS at any time based on needs for the interests of the Open Company.

CHAPTER II
IMPLEMENTATION OF GMS
First Section
Request for Implementation of GMS
Article 3
(1) The implementation of GMS as referred to in Article 2 paragraph (1) may be conducted upon request from:
a. 1 (one) or more shareholders who together represent 1/10 (one tenth) or more of the total number of shares with voting rights, unless the Articles of Association determine a smaller amount; or b. the Board of Commissioners.

(2) The request for the implementation of GMS as referred to in paragraph (1) is submitted to the Board of Directors by registered letter accompanied by the reasons.
(3) The registered letter as referred to in paragraph (2) submitted by shareholders as referred to in paragraph (1) letter a is copied to the Board of Commissioners.
(4) The request for the implementation of GMS as referred to in paragraph (1) must:
a. be conducted in good faith; b. consider the interests of the Open Company;
c. be a request that requires a GMS decision;
d. be accompanied by reasons and materials related to matters that must be decided in the GMS; and e. not conflict with applicable laws and regulations and the Articles of Association of the Open Company.

Article 4
(1) The Board of Directors is required to announce the GMS to shareholders no later than 15 (fifteen) days calculated from the date the request for the implementation of GMS as referred to in Article 3 paragraph (1) is received by the Board of Directors. (2) The Board of Directors is required to submit notification of the meeting agenda and the registered letter as referred to in Article 3 paragraph (2) from shareholders or the Board of Commissioners to the Financial Services Authority no later than 5 (five) working days before the announcement as referred to in paragraph (1).

Article 5
(1) In the event that the Board of Directors does not announce the GMS as referred to in Article 4 paragraph (1) regarding the proposal from shareholders as referred to in Article 3 paragraph (1) letter a, within a period of no later than 15 (fifteen) days calculated from the date the request for the implementation of GMS is received by the Board of Directors, the Board of Directors is required to announce:
a. that there is a request for the implementation of GMS from shareholders that is not held; and b. the reasons for not holding the GMS.
(2) In the event that the Board of Directors has made the announcement as referred to in paragraph (1) or the 15 (fifteen) day period has expired, shareholders may submit a new request for the implementation of GMS as referred to in Article 3 paragraph (1) letter a to the Board of Commissioners. (3) The Board of Commissioners is required to announce the GMS to shareholders no later than 15 (fifteen) days calculated from the date the request for the implementation of GMS as referred to in paragraph (2) is received by the Board of Commissioners. (4) The Board of Commissioners is required to submit notification of the meeting agenda to the Financial Services Authority no later than 5 (five) working days before the announcement as referred to in paragraph (3).

Article 6
(1) In the event that the Board of Commissioners does not make the announcement as referred to in Article 5 paragraph (3), within a period of no later than 15 (fifteen) days calculated from the date the request for the implementation of GMS is received by the Board of Commissioners, the Board of Commissioners is required to announce:
a. that there is a request for the implementation of GMS from shareholders that is not held; and b. the reasons for not holding the GMS.
(2) In the event that the Board of Commissioners has made the announcement as referred to in paragraph (1) or the 15 (fifteen) day period has expired, shareholders may submit a request for the implementation of GMS to the chairman of the district court whose jurisdiction covers the location of the Open Company to determine the granting of permission to hold the GMS as referred to in Article 3 paragraph (1) letter a.

Article 7
Shareholders who have obtained a court decision to hold a GMS as referred to in Article 6 paragraph (2) are required to hold the GMS.

Article 8
If the request for the implementation of GMS is fulfilled by the Board of Directors or the Board of Commissioners or determined by the chairman of the district court, shareholders who made the request for the implementation of GMS as referred to in Article 3 paragraph (1) letter a are required not to transfer their share ownership for a period of at least 6 (six) months from the announcement of the GMS by the Board of Directors or the Board of Commissioners or since it was determined by the chairman of the district court.

Article 9
(1) In the event that the Board of Directors does not announce the GMS as referred to in Article 4 paragraph (1) regarding the proposal from the Board of Commissioners as referred to in Article 3 paragraph (1) letter b, within a period of no later than 15 (fifteen) days calculated from the date the request for the implementation of GMS is received by the Board of Directors, the Board of Directors is required to announce:
a. that there is a request for the implementation of GMS from the Board of Commissioners that is not held; and b. the reasons for not holding the GMS.

(2) In the event that the Board of Directors has made the announcement as referred to in paragraph (1) or the 15 (fifteen) day period has expired, the Board of Commissioners holds the GMS itself. (3) The Board of Commissioners is required to announce the GMS to shareholders no later than 15 (fifteen) days calculated from the date of the announcement as referred to in paragraph (1) or the 15 (fifteen) day period as referred to in paragraph (2) has expired. (4) The Board of Commissioners is required to submit notification of the meeting agenda to the Financial Services Authority no later than 5 (five) working days before the announcement as referred to in paragraph (3).

Article 10
(1) The procedure for implementing GMS conducted by the Board of Directors as referred to in Article 4, the Board of Commissioners as referred to in Article 5 paragraph (3) and Article 9 paragraph (3), and shareholders as referred to in Article 7 must be conducted in accordance with the GMS implementation procedures as regulated in this Regulation of the Financial Services Authority. (2) In addition to meeting the GMS procedures as referred to in paragraph (1), the notification of the GMS agenda must also contain information:
a. an explanation that the GMS is held upon the request of shareholders and the name of the shareholders who proposed it and the amount of share ownership in the Open Company, if the Board of Directors or Board of Commissioners holds the GMS upon the request of shareholders; b. the name of the shareholders and the amount of share ownership in the Open Company and the determination of the chairman of the district court regarding the granting of permission to hold the GMS, if the GMS is held by shareholders in accordance with the determination of the chairman of the district court to hold the GMS; or
c. an explanation that the Board of Directors does not hold the GMS upon the request of the Board of Commissioners, if the Board of Commissioners holds the GMS proposed by itself.

Second Section
Place and Time of GMS Implementation
Article 11
(1) GMS must be held within the territory of the Republic of Indonesia.
(2) Open Companies are required to determine the place and time of the GMS implementation.
(3) The place of GMS implementation as referred to in paragraph (2) must be conducted at:
a. the location of the Open Company; b. the location where the Open Company conducts its main business activities;
c. the provincial capital where the location or main business activity location of the Open Company is situated; or
d. the province where the stock exchange that lists the shares of the Open Company is located.

Third Section
GMS Implementation Procedures
Article 12
In implementing GMS, Open Companies are required to meet the following provisions:
a. submit notification of the meeting agenda to the Financial Services Authority; b. announce the GMS to shareholders; and
c. summon shareholders to the GMS.

Fourth Section
Notification of GMS Agenda
Article 13
(1) Open Companies are required to first submit notification of the meeting agenda to the Financial Services Authority no later than 5 (five) working days before the announcement of the GMS, not counting the date of the announcement of the GMS. (2) The meeting agenda as referred to in paragraph (1) must be stated clearly and in detail. (3) In the event that there are changes to the meeting agenda as referred to in paragraph (2), Open Companies are required to submit the changes in the meeting agenda to the Financial Services Authority no later than at the time of the GMS summons.

Fifth Section
Announcement of GMS
Article 14
(1) Open Companies are required to announce the GMS to shareholders no later than 14 (fourteen) days before the GMS summons, not counting the date of the announcement and the date of the summons. (2) The GMS announcement as referred to in paragraph (1) must contain at least:
a. provisions for shareholders entitled to attend the GMS; b. provisions for shareholders entitled to propose meeting agendas;
c. the date of the GMS implementation; and
d. the date of the GMS summons.
(3) In the event that the GMS is held upon the request of shareholders or the Board of Commissioners as referred to in Article 3 paragraph (1), in addition to containing matters as referred to in paragraph (2), the GMS announcement as referred to in paragraph (1) must contain information that the Open Company is holding the GMS due to a request from shareholders or the Board of Commissioners.

Article 15
In the event that the GMS is a GMS attended only by Independent Shareholders, in addition to the information as referred to in Article 14 paragraph (2) and paragraph (3), the GMS announcement must also contain:
a. information on the next GMS planned to be held if the required quorum of attendance of Independent Shareholders is not obtained in the first GMS; and b. a statement regarding the required decision quorum in each meeting.

Article 16
(1) Shareholders may propose meeting agendas in writing to the GMS organizer, no later than 7 (seven) days before the GMS summons.
(2) Shareholders who may propose meeting agendas as referred to in paragraph (1) are 1 (one) or more shareholders who represent 1/20 (one twentieth) or more of the total number of shares with voting rights, unless the Articles of Association of the Open Company determine a smaller amount. (3) The proposed meeting agenda as referred to in paragraph (1) must:
a. be conducted in good faith; b. consider the interests of the Open Company;
c. be an agenda that requires a GMS decision;
d. include reasons and materials for the proposed meeting agenda; and e. not conflict with applicable laws and regulations and the Articles of Association.
(4) Open Companies are required to include proposed meeting agendas from shareholders in the meeting agenda contained in the summons, provided that the proposed meeting agenda meets the requirements as referred to in paragraph (1) through paragraph (3).

Sixth Section
GMS Summons
Article 17
(1) Open Companies are required to summon shareholders no later than 21 (twenty-one) days before the date of the GMS implementation, not counting the date of the summons and the date of the GMS implementation. (2) The GMS summons as referred to in paragraph (1) must contain at least the following information:
a. the date of the GMS implementation; b. the time of the GMS implementation;
c. the place of the GMS implementation;
d. provisions for shareholders entitled to attend the GMS; e. the meeting agenda including explanations for each agenda item; f. information stating that materials related to the meeting agenda are available to shareholders from the date the GMS summons is made until the GMS is held; and g. information that shareholders may give proxies through e-GMS.

Article 18
(1) Open Companies are required to provide meeting agenda materials for shareholders that can be accessed and downloaded through the website of the Open Company and/or e-GMS.
(2) The meeting agenda materials as referred to in paragraph (1) must be available from the date the GMS summons is made until the implementation of the GMS.
(3) In the event that other applicable laws and regulations regulate the obligation to provide meeting agenda materials earlier than the provisions as referred to in paragraph (2), the provision of the meeting agenda materials follows the provisions of the other applicable laws and regulations. (4) In the event that the meeting agenda concerns the appointment of members of the Board of Directors and/or members of the Board of Commissioners, the curriculum vitae of the proposed members of the Board of Directors and/or members of the Board of Commissioners to be appointed must be available:
a. on the website of the Open Company at least from the time of the summons until the implementation of the GMS; or b. at other times other than the time as referred to in letter a but no later than at the time of the implementation of the GMS, provided that it is regulated in applicable laws and regulations. (5) In the event that the GMS is a GMS attended only by Independent Shareholders, Open Companies are required to provide stamped forms to be signed by Independent Shareholders before the implementation of the GMS, stating at least that:
a. the person is indeed an Independent Shareholder; and b. if it is later proven that the statement is incorrect, the person may be subject to sanctions in accordance with applicable laws and regulations.

Article 19
(1) Open Companies are required to correct the GMS summons if there are changes in information in the GMS summons that has been made as referred to in Article 17 paragraph (2).
(2) In the event that the changes in information as referred to in paragraph (1) contain changes to the date of the GMS implementation and/or the addition of GMS agendas, Open Companies are required to re-summon the GMS with the summons procedure as referred to in Article 17. (3) If changes in information regarding the date of the GMS implementation and/or the addition of GMS agendas are made not due to errors by the Open Company or upon the order of the Financial Services Authority, the obligation to re-summon the GMS as referred to in paragraph (2) does not apply, provided that the Financial Services Authority does not order a re-summons.

Article 20
(1) In the event that the second GMS will be held, the summons for the second GMS is conducted with the following provisions:
a. the second GMS must be held within a period of at least 10 (ten) days and no later than 21 (twenty-one) days after the first GMS is held; b. the summons for the second GMS must be made no later than 7 (seven) days before the second GMS is held; and
c. the summons for the second GMS must state that the first GMS has been held and did not reach the attendance quorum.
(2) In the event that the Open Company does not hold the second GMS within the period as referred to in paragraph (1) letter a, the Open Company is required to hold the GMS by meeting the provisions as referred to in Article 12.

Article 21
(1) Provisions regarding the summons and implementation of the third GMS upon the request of the Open Company are determined by the Financial Services Authority.
(2) The request as referred to in paragraph (1) must be submitted to the Financial Services Authority no later than 14 (fourteen) days after the second GMS is held.
(3) The request as referred to in paragraph (2) must contain at least:
a. the GMS quorum provisions as regulated in the Articles of Association of the Open Company; b. the attendance list of shareholders in the first and second GMS;
c. the list of shareholders entitled to attend the implementation of the first and second GMS;
d. efforts that have been made to meet the quorum of the second GMS; and e. the size of the third GMS quorum proposed and the reasons.

Article 22
The third GMS is prohibited from being implemented by the Open Company before obtaining a determination from the Financial Services Authority as referred to in Article 21 paragraph (1).

CHAPTER III
SHAREHOLDER RIGHTS AND ATTENDANCE OF OTHER PARTIES IN GMS First Section Shareholder Rights
Article 23
(1) Shareholders, whether individually or represented by proxy, have the right to attend the GMS.
(2) Shareholders entitled to attend the GMS are shareholders whose names are recorded in the shareholder list of the Open Company 1 (one) working day before the GMS summons.
(3) In the event that the second and third GMS are held, the provisions for shareholders entitled to attend are as follows:
a. for the second GMS, shareholders entitled to attend are shareholders registered in the shareholder list of the Open Company 1 (one) working day before the summons for the second GMS; and b. for the third GMS, shareholders entitled to attend are shareholders registered in the shareholder list of the Open Company 1 (one) working day before the summons for the third GMS. (4) In the event that a re-summons occurs as referred to in Article 19 paragraph (2), shareholders entitled to attend the GMS are shareholders whose names are recorded in the shareholder list of the Open Company 1 (one) working day before the re-summons of the GMS. (5) In the event that the correction of the summons does not result in a re-summons as referred to in Article 19 paragraph (2), the shareholders entitled to attend follow the provisions for shareholders as referred to in paragraph (2).

Article 24
In the event that the GMS is held by the Board of Commissioners as referred to in Article 5 paragraph (3) and Article 9 paragraph (3), and shareholders as referred to in Article 7, the shareholder list may be submitted by the securities administration bureau and the Settlement Institution to the GMS organizer.

Article 25
At the time of the GMS implementation, shareholders have the right to obtain information on the meeting agenda and materials related to the meeting agenda as long as it does not conflict with the interests of the Open Company.

Second Section
Attendance of Other Parties in GMS
Article 26
At the time of the GMS implementation, Open Companies may invite other parties related to the GMS agenda.

Third Section
Electronic Proxy Granting
Article 27
Open Companies are required to provide alternatives for electronic proxy granting for shareholders to attend and vote in the GMS.

Article 28
(1) Shareholders as referred to in Article 23 may grant proxies to other parties to represent them to attend and/or vote

in the GMS in accordance with applicable laws and regulations.
(2) The granting of power of attorney as referred to in paragraph (1) may be done electronically by shareholders through the e-GMS provided by the e-GMS Provider or the system provided by the Public Company, in the event that the Public Company uses a system provided by the Public Company. (3) The granting of power of attorney as referred to in paragraph (2) must be done no later than 1 (one) business day before the implementation of the GMS. (4) Shareholders may indicate their voting choice on each agenda item when granting power of attorney electronically.

Article 29
(1) Shareholders may change the power of attorney, including the voting choice, as referred to in Article 28 paragraph (2), if the shareholder indicates the voting choice.
(2) The change of power of attorney, including the voting choice, as referred to in paragraph (1), may be done no later than 1 (one) business day before the implementation of the GMS.

Article 30
(1) Parties that may become Electronic Power of Attorney Recipients include:
a. Participants who administer sub-accounts of securities/securities owned by shareholders; b. parties provided by the Public Company; or
c. parties designated by the shareholder.
(2) The Public Company is required to provide Electronic Power of Attorney Recipients as referred to in paragraph (1) letter b.

(3) Electronic Power of Attorney Recipients as referred to in paragraph (1) must:
a. be legally competent; and b. not be members of the Board of Directors, members of the Board of Commissioners, or employees of the Public Company.
(4) Electronic Power of Attorney Recipients as referred to in paragraph (3) must have been registered in the e-GMS system or the system provided by the Public Company, in the event that the Public Company uses a system provided by the Public Company. (5) In the event that the Grantor of Power of Attorney attends the GMS directly, the authority of the Recipient of Power of Attorney to vote on behalf of the Grantor is declared void.

Article 31
The appointment and revocation of Power of Attorney Recipients, as well as the granting and changing of votes through the e-GMS or the system provided by the Public Company, in the event that the Public Company uses a system provided by the Public Company, are considered valid and binding for all parties, and do not require wet signatures unless otherwise regulated by provisions established by the e-GMS Provider and/or applicable laws and regulations.

Article 32
(1) The mechanism for registration, appointment, and revocation of power of attorney, as well as the granting and changing of votes, is regulated by the e-GMS Provider.
(2) In the event that the Public Company implements the GMS electronically using a system provided by the Public Company, the mechanism for registration, appointment, and revocation of power of attorney, as well as the granting and changing of votes, is regulated in the standard operating procedures for the implementation of the Public Company's GMS.

Article 33
The Recipient of Power of Attorney is responsible for the power of attorney received from the shareholder and must execute such power in good faith and without violating applicable laws and regulations.

CHAPTER IV
E-GMS PROVIDERS

Article 34
(1) Activities as an e-GMS Provider may only be conducted by a Custody and Clearing Institution designated by the Financial Services Authority (OJK) or other parties approved by the Financial Services Authority (OJK). (2) Other parties approved by the Financial Services Authority (OJK) as referred to in paragraph (1) must be connected with the Custody and Clearing Institution and the securities administration office to ensure that shareholders entitled to attend the GMS are identified. (3) Other parties approved by the Financial Services Authority (OJK) as referred to in paragraph (2) must be established as an Indonesian legal entity and domiciled within the territory of the Republic of Indonesia. (4) The obligations of other parties approved by the Financial Services Authority (OJK) as referred to in paragraph (2) also apply to the Public Company, in the event that the Public Company uses a system provided by the Public Company.

Article 35
(1) e-GMS Providers must at least:
a. be registered as electronic system organizers from the competent authority in accordance with applicable laws and regulations; b. provide access rights to e-GMS Users to access the e-GMS;
c. have and establish mechanisms or standard operating procedures for the implementation of e-GMS;
d. ensure the implementation and continuity of e-GMS activities; e. ensure the security and reliability of the e-GMS; f. inform e-GMS Users in the event of system changes or development, including the addition of e-GMS services and features; g. provide audit trails for all data processing activities in the e-GMS for supervision, law enforcement, dispute resolution, verification, and testing purposes; h. have and place backup data center and disaster recovery facilities related to the implementation of the e-GMS within Indonesia in a safe location separate from the main data center;
i. meet minimum standards for information technology systems, information technology security, system disruptions and failures, and information technology system outsourcing;
j. store all data regarding e-GMS implementation; and k. be responsible for losses caused by errors or negligence in the provision and management of the e-GMS.
(2) In the event that the Public Company implements the GMS electronically using a system provided by the Public Company, the obligations of the e-GMS Provider as referred to in paragraph (1) also apply to the Public Company, except for the obligation to place backup data center and disaster recovery facilities within Indonesia as referred to in paragraph (1) letter h.

Article 36
(1) e-GMS Providers establish regulations regarding procedures and methods for using the e-GMS.
(2) Regulations regarding procedures and methods for using the e-GMS as referred to in paragraph (1) become effective after obtaining approval from the Financial Services Authority (OJK).
(3) Regulations regarding procedures and methods for using the e-GMS as referred to in paragraph (1) include at least:
a. requirements and procedures for registration and/or granting of access rights to e-GMS Users, including cancellation of e-GMS User registration; b. registration and/or usage fees for the e-GMS;
c. procedures for using the e-GMS;
d. rights and obligations of e-GMS Users; e. limitations on e-GMS usage access; f. confidentiality, integrity, and availability of GMS implementation information contained in the e-GMS; g. reporting mechanisms and data retrieval in the context of fulfilling the Public Company's reporting obligations; h. personal data protection in accordance with applicable laws and regulations; and
i. temporary suspension of services to e-GMS Users.

CHAPTER V
GMS CHAIRMANSHIP

Article 37
(1) The GMS is chaired by a member of the Board of Commissioners designated by the Board of Commissioners.
(2) In the event that all members of the Board of Commissioners are absent or unable to attend, the GMS is chaired by one member of the Board of Directors designated by the Board of Directors. (3) In the event that all members of the Board of Commissioners or members of the Board of Directors are absent or unable to attend as referred to in paragraph (1) and paragraph (2), the GMS is chaired by a shareholder present at the GMS designated by and from the GMS participants.

Article 38
(1) In the event that the member of the Board of Commissioners designated by the Board of Commissioners to chair the GMS has a conflict of interest with the agenda item to be decided in the GMS, the GMS is chaired by another member of the Board of Commissioners who does not have a conflict of interest and is designated by the Board of Commissioners. (2) In the event that all members of the Board of Commissioners have a conflict of interest, the GMS is chaired by one member of the Board of Directors designated by the Board of Directors. (3) In the event that one member of the Board of Directors designated by the Board of Directors to chair the GMS has a conflict of interest regarding the agenda item to be decided in the GMS, the GMS is chaired by a member of the Board of Directors who does not have a conflict of interest. (4) In the event that all members of the Board of Directors have a conflict of interest, the GMS is chaired by one non-Controlling shareholder elected by the majority of other shareholders present at the GMS.

CHAPTER VI
GMS ORDER OF BUSINESS

Article 39
(1) During the implementation of the GMS, the GMS order of business must be provided to shareholders present.
(2) The main points of the GMS order of business as referred to in paragraph (1) must be read aloud before the GMS begins.
(3) At the opening of the GMS, the GMS chairman is required to provide an explanation to shareholders containing at least:
a. a brief overview of the Public Company's general condition; b. the meeting agenda;
c. the decision-making mechanism related to the meeting agenda; and
d. the procedure for exercising shareholders' rights to ask questions and/or provide opinions.

CHAPTER VII
GMS DECISIONS, ATTENDANCE QUORUM, AND DECISION QUORUM
Part One
GMS Decisions

Article 40
(1) GMS decisions are made based on deliberation for consensus.
(2) In the event that a decision based on deliberation for consensus as referred to in paragraph (1) is not reached, the decision is made through voting.
(3) Decision-making through voting as referred to in paragraph (2) must be done in accordance with the attendance quorum and decision quorum of the GMS.

Part Two
Attendance Quorum and Decision Quorum

Article 41
(1) The attendance quorum and decision quorum of the GMS for agenda items that must be decided in the GMS are conducted in accordance with the following regulations:
a. The GMS may be held if more than 1/2 (one half) of the total number of shares with voting rights are present or represented in the GMS, unless the Articles of Association of the Public Company determine a larger quorum amount; b. In the event that the quorum as referred to in letter a is not achieved, a second GMS may be held with the provision that the second GMS is valid and entitled to make decisions if at least 1/3 (one third) of the total number of shares with voting rights are present or represented in the GMS, unless the Articles of Association of the Public Company determine a larger quorum amount; and
c. GMS decisions as referred to in letters a and b are valid if approved by more than 1/2 (one half) of the total number of shares with voting rights present at the GMS, unless the Articles of Association of the Public Company determine that decisions are valid if approved by a larger number of affirmative votes.
(2) In the event that the attendance quorum for the second GMS as referred to in paragraph (1) letter b is not achieved, a third GMS may be held with the provision that the third GMS is valid and entitled to make decisions if attended by shareholders of shares with voting rights that are valid in the attendance quorum and decision quorum established by the Financial Services Authority (OJK) upon application by the Public Company. (3) The regulations on attendance quorum and decision quorum of the GMS as referred to in paragraph (1) and paragraph (2) also apply to the attendance quorum and decision quorum of the GMS for material transaction and/or business activity change agenda items, except for material transaction agenda items involving the transfer of Public Company assets exceeding 50% (fifty percent) of net assets.

Article 42
The attendance quorum and decision quorum of the GMS for agenda items regarding amendments to the Articles of Association of the Public Company that require the approval of the Minister in charge of government affairs in the field of law and human rights, except for amendments to the Articles of Association of the Public Company in the context of extending the establishment period of the Public Company, are conducted in accordance with the following regulations:
a. The GMS may be held if the GMS is attended by shareholders representing at least 2/3 (two thirds) of the total number of valid shares with voting rights, unless the Articles of Association of the Public Company determine a larger quorum amount; b. GMS decisions as referred to in letter a are valid if approved by more than 2/3 (two thirds) of the total number of shares with voting rights present at the GMS;
c. in the event that the quorum as referred to in letter a is not achieved, a second GMS may be held with the provision that the second GMS is valid and entitled to make decisions if the GMS is attended by shareholders representing at least 3/5 (three fifths) of the total number of valid shares with voting rights, unless the Articles of Association of the Public Company determine a larger quorum amount;
d. second GMS decisions are valid if approved by more than 1/2 (one half) of the total number of shares with voting rights present at the GMS; and e. in the event that the attendance quorum for the second GMS as referred to in letter c is not achieved, a third GMS may be held with the provision that the third GMS is valid and entitled to make decisions if attended by shareholders of valid shares with voting rights in the attendance quorum and decision quorum established by the Financial Services Authority (OJK) upon application by the Public Company.

Article 43
The attendance quorum and decision quorum of the GMS for agenda items involving the transfer of Public Company assets that constitute more than 50% (fifty percent) of the Public Company's net assets in 1 (one) transaction or more, whether related to each other or not, including the provision of security for Public Company assets that constitute more than 50% (fifty percent) of the Public Company's net assets in 1 (one) transaction or more, whether related to each other or not, mergers, consolidations, takeovers, separations, submission of applications for the Public Company to be declared bankrupt, extension of the establishment period of the Public Company, and dissolution of the Public Company, are conducted in accordance with the following regulations:
a. The GMS may be held if the GMS is attended by shareholders representing at least 3/4 (three quarters) of the total number of valid shares with voting rights, unless the Articles of Association of the Public Company determine a larger quorum amount; b. GMS decisions as referred to in letter a are valid if approved by more than 3/4 (three quarters) of the total number of shares with voting rights present at the GMS;
c. In the event that the quorum as referred to in letter a is not achieved, a second GMS may be held with the provision that the second GMS is valid and entitled to make decisions if the GMS is attended by shareholders representing at least 2/3 (two thirds) of the total number of valid shares with voting rights, unless the Articles of Association of the Public Company determine a larger quorum amount;
d. second GMS decisions are valid if approved by more than 3/4 (three quarters) of the total number of shares with voting rights present at the GMS; and e. in the event that the attendance quorum for the second GMS as referred to in letter c is not achieved, a third GMS may be held with the provision that the third GMS is valid and entitled to make decisions if attended by shareholders of valid shares with voting rights in the attendance quorum and decision quorum established by the Financial Services Authority (OJK) upon application by the Public Company.

Article 44
The attendance quorum and decision quorum of the GMS attended only by Independent Shareholders are conducted in accordance with the following regulations:
a. The GMS may be held if the GMS is attended by more than 1/2 (one half) of the total number of valid shares with voting rights owned by Independent Shareholders, unless the Articles of Association of the Public Company determine a larger quorum amount; b. GMS decisions as referred to in letter a are valid if approved by more than 1/2 (one half) of the total number of valid shares with voting rights owned by Independent Shareholders;
c. in the event that the quorum as referred to in letter a is not achieved, a second GMS may be held if the GMS is attended by more than 1/2 (one half) of the total number of valid shares with voting rights owned by Independent Shareholders, unless the Articles of Association of the Public Company determine a larger quorum amount;
d. second GMS decisions are valid if approved by more than 1/2 (one half) of the total number of valid shares with voting rights owned by Independent Shareholders present at the GMS; e. in the event that the attendance quorum for the second GMS as referred to in letter c is not achieved, a third GMS may be held with the provision that the third GMS is valid and entitled to make decisions if attended by Independent Shareholders of valid shares with voting rights, in the attendance quorum established by the Financial Services Authority (OJK) upon application by the Public Company; and f. third GMS decisions are valid if approved by Independent Shareholders representing more than 50% (fifty percent) of the shares owned by Independent Shareholders present at the GMS.

Article 45
In the event that the Public Company has more than 1 (one) share classification, the GMS for agenda items regarding changes to share rights is attended only by shareholders of the share classification affected by the change to share rights in the specific share classification, with the following provisions:
a. The GMS may be held if at least 3/4 (three quarters) of the total number of shares in the share classification affected by the change to such rights are present or represented in the GMS, unless the Articles of Association of the Public Company determine a larger quorum amount; b. in the event that the quorum as referred to in letter a is not achieved, a second GMS may be held with the provision that the second GMS is valid and entitled to make decisions if at least 2/3 (two thirds) of the total number of shares in the share classification affected by the change to such rights are present or represented in the GMS, unless the Articles of Association of the Public Company determine a larger quorum amount;
c. GMS decisions as referred to in letters a and b are valid if approved by more than 3/4 (three quarters) of the shares with voting rights present at the GMS, unless the Articles of Association of the Public Company determine that decisions are valid if approved by a larger number of affirmative votes; and
d. in the event that the attendance quorum for the second GMS as referred to in letter b is not achieved, a third GMS may be held with the provision that the third GMS is valid and entitled to make decisions if attended by shareholders of the share classification affected by the change to such rights in the attendance quorum and decision quorum established by the Financial Services Authority (OJK) upon application by the Public Company.

Article 46
In the event that the share classification affected by the change to share rights in a specific share classification does not have voting rights, shareholders of such share classification are granted the right to attend and make decisions in the GMS regarding changes to share rights in such share classification, in accordance with this Financial Services Authority Regulation.

Article 47
Shareholders of valid shares with voting rights present at the GMS who abstain are deemed to have cast votes the same as the majority of shareholders who cast votes.

Article 48
In voting, votes cast by shareholders apply to all shares owned by them, and shareholders are not entitled to grant power of attorney to more than one person for a portion of the number of shares they own with different votes.

CHAPTER VIII
GMS MINUTES AND SUMMARY OF GMS MINUTES

Article 49
(1) The Public Company is required to create GMS minutes and a summary of GMS minutes.
(2) GMS minutes must be created and signed by the meeting chairman and at least 1 (one) shareholder designated by the GMS participants.
(3) The signatures as referred to in paragraph (2) are not required if the GMS minutes are created in the form of a GMS minutes deed created by a notary registered with the Financial Services Authority (OJK). (4) In the event that the GMS is a GMS attended only by Independent Shareholders, GMS minutes must be created in the form of a GMS minutes deed created by a notary registered with the Financial Services Authority (OJK).

Article 50
(1) GMS minutes as referred to in Article 49 paragraph (1) must be submitted to the Financial Services Authority (OJK) no later than 30 (thirty) days after the GMS is held.
(2) In the event that the submission time for GMS minutes as referred to in paragraph (1) falls on a holiday, the GMS minutes must be submitted no later than the next business day.
(3) In the event that the Public Company submits GMS minutes beyond the time limit as referred to in paragraph (2), the calculation of the number of days of delay in submitting GMS minutes is calculated from the first day after the final submission deadline for GMS minutes as referred to in paragraph (2).

Article 51
(1) Summary of GMS minutes as referred to in Article 49 paragraph (1) must contain at least the following information:
a. date of implementation of the GMS, place of implementation of the GMS, time of implementation of the GMS, and agenda of the GMS; b. members of the Board of Directors and members of the Board of Commissioners present at the GMS;
c. the number of valid shares with voting rights present at the GMS and their percentage of the total number of valid shares with voting rights;
d. whether or not shareholders were given the opportunity to ask questions and/or provide opinions regarding the meeting agenda; e. the number of shareholders who asked questions and/or provided opinions regarding the meeting agenda, if shareholders were given the opportunity; f. the GMS decision-making mechanism; g. the results of voting, including the number of affirmative, negative, and abstention votes for each meeting agenda, if decision-making is done through voting; h. GMS decisions; and
i. the implementation of cash dividend payments to entitled shareholders, if there are GMS decisions regarding the distribution of cash dividends.

(2) Summary of GMS minutes as referred to in Article 49 paragraph (1) must be announced to the public no later than 2 (two) business days after the GMS is held.

CHAPTER IX
ANNOUNCEMENT MEDIA AND ANNOUNCEMENT LANGUAGE

Article 52
(1) The obligation to make announcements, summonses, corrections of summonses, re-summonses, and announcements of summaries of GMS minutes as referred to in this Financial Services Authority Regulation, for Public Companies whose shares are listed on the stock exchange, must be done through at least:
a. the website of the e-GMS Provider; b. the website of the stock exchange; and
c. the website of the Public Company,
in Indonesian and foreign languages, with the provision that the foreign language used is at least English.
(2) The obligation to make announcements, summonses, corrections of summonses, re-summonses, and announcements of summaries of GMS minutes as referred to in this Financial Services Authority Regulation, for Public Companies whose shares are not listed on the stock exchange, must be done through at least:
a. the website of the e-GMS Provider; b. the website of the Public Company; and
c. the website provided by the Financial Services Authority (OJK),
in Indonesian and foreign languages, with the provision that the foreign language used is at least English.
(3) Announcements using foreign languages as referred to in paragraph (1) letter c and paragraph (2) letter b must contain the same information as

information in announcements using the Indonesian language.
(4) In the event of an interpretive difference between information announced in a foreign language and that announced in the Indonesian language as referred to in paragraph (3), the information in the Indonesian language shall be used as the reference.

Article 53
(1) In the event that an Open Company uses a system provided by the Open Company, the provisions regarding announcement media, summons, correction of summons, re-summons, and announcement of the summary of the GMS minutes as referred to in Article 52, for Open Companies whose shares are listed on a stock exchange, are carried out through at least:
a. the stock exchange website; and b. the Open Company's website, in the Indonesian language and a foreign language, with the provision that the foreign language used is at least English.

(2) In the event that an Open Company uses a system provided by the Open Company, the provisions regarding announcement media, summons, correction of summons, re-summons, and announcement of the summary of the GMS minutes as referred to in Article 52, for Open Companies whose shares are not listed on a stock exchange, are carried out through at least:
a. the Open Company's website; and b. 1 (one) daily newspaper in the Indonesian language with national circulation or a website provided by the Financial Services Authority, in the Indonesian language and a foreign language, with the provision that the foreign language used is at least English.

(3) In the event that announcement media is carried out through a daily newspaper as referred to in paragraph (2) letter b, proof of such announcement must be submitted to the Financial Services Authority no later than 2 (two) working days after the date of such announcement.

Article 54
Provisions regarding the GMS minutes and the summary of the GMS minutes as referred to in Article 50, Article 51, and Article 52 paragraph (1), paragraph (2), and paragraph (3) apply mutatis mutandis to the organization of the GMS by shareholders who have obtained a ruling from the District Court Chairman as referred to in Article 7 and the organization of the GMS by the Board of Commissioners as referred to in Article 9 paragraph (2).

Article 55
The implementation of provisions regarding announcements through websites provided by the Financial Services Authority for announcements, summons, correction of summons, re-summons, and announcement of the summary of the GMS minutes as referred to in Article 52 paragraph (2) letter c and Article 53 paragraph (2) letter b is determined by the Financial Services Authority.

CHAPTER X
OTHER PROVISIONS

Article 56
In the event that the results of the GMS which have been approved in the GMS have not been implemented within a period of 12 (twelve) months from the date of GMS approval, the Open Company is required to:
a. provide a special explanation regarding the implementation of the GMS results in the nearest GMS; and b. disclose the explanation as referred to in letter a in the annual report.

Article 57
Open Companies are required to adjust their articles of association with the provisions of this Financial Services Authority Regulation.

Article 58
In the event that there is a GMS decision regarding the distribution of cash dividends, the Open Company is required to execute the payment of cash dividends to entitled shareholders no later than 30 (thirty) days after the announcement of the summary of the GMS minutes deciding on the distribution of cash dividends.

Article 59
(1) The appointment and dismissal of public accountants and/or public accounting firms that will provide audit services over annual historical financial information must be decided in the GMS of the Open Company by considering the proposal of the Board of Commissioners. (2) The proposal for the appointment and dismissal of public accountants and/or public accounting firms submitted by the Board of Commissioners as referred to in paragraph (1) must take into account the recommendation of the audit committee. (3) In the event that the GMS cannot decide on the appointment of a public accountant and/or public accounting firm, the GMS may delegate such authority to the Board of Commissioners, accompanied by an explanation regarding:
a. the reasons for the delegation of authority; and b. criteria or limitations for the public accountants and/or public accounting firms that can be appointed.

CHAPTER XI
ADMINISTRATIVE SANCTIONS

Article 60
(1) Any party that violates the provisions as referred to in Article 2 paragraph (2), Article 4, Article 5 paragraph (1), paragraph (3), and paragraph (4), Article 6 paragraph (1), Article 7, Article 8, Article 9 paragraph (1), paragraph (3), and paragraph (4), Article 10, Article 11, Article 12, Article 13 paragraph (1) and paragraph (3), Article 14 paragraph (1) and paragraph (3), Article 15, Article 16 paragraph (4), Article 17 paragraph (1), Article 18 paragraph (1), paragraph (2), paragraph (4), and paragraph (5), Article 19 paragraph (1) and paragraph (2), Article 20 paragraph (1) letter a and letter b and paragraph (2), Article 22, Article 27, Article 30 paragraph (2) and paragraph (3), Article 34, Article 35, Article 39 paragraph (3), Article 40 paragraph (3), Article 49 paragraph (1), paragraph (2), and paragraph (4), Article 50 paragraph (1) and paragraph (2), Article 51, Article 52 paragraph (1), paragraph (2), and paragraph (3), Article 53, Article 56, Article 57, Article 58, and Article 59 paragraph (1) and paragraph (2), shall be subject to administrative sanctions. (2) Sanctions as referred to in paragraph (1) shall also be imposed on parties who cause the occurrence of violations as referred to in paragraph (1). (3) Sanctions as referred to in paragraph (1) and paragraph (2) are imposed by the Financial Services Authority. (4) Administrative sanctions as referred to in paragraph (1) consist of:
a. written warning; b. fines, namely the obligation to pay a certain amount of money;
c. restriction of business activities;
d. suspension of business activities; e. revocation of business license; f. cancellation of approval; and/or g. cancellation of registration.
(5) Administrative sanctions as referred to in paragraph (4) letter b, letter c, letter d, letter e, letter f, or letter g may be imposed with or without being preceded by the imposition of administrative sanctions in the form of a written warning as referred to in paragraph (4) letter a. (6) Administrative sanctions in the form of fines as referred to in paragraph (4) letter b may be imposed separately or together with the imposition of administrative sanctions as referred to in paragraph (4) letter c, letter d, letter e, letter f, or letter g. (7) The procedure for imposing sanctions as referred to in paragraph (3) is carried out in accordance with the provisions of applicable legislation.

Article 61
In addition to administrative sanctions as referred to in Article 60 paragraph (4), the Financial Services Authority may take specific actions against any party that violates the provisions of this Financial Services Authority Regulation.

Article 62
The Financial Services Authority may announce the imposition of administrative sanctions as referred to in Article 60 paragraph (4) and specific actions as referred to in Article 61 to the public.

CHAPTER XII
TRANSITIONAL PROVISIONS

Article 63
At the time this Financial Services Authority Regulation comes into force, the adjustment of the articles of association as referred to in Article 57 is carried out no later than 18 (eighteen) months.

CHAPTER XIII
CLOSING PROVISIONS

Article 64
At the time this Financial Services Authority Regulation comes into force, Financial Services Authority Regulation Number 32/POJK.04/2014 concerning the Plan and Organization of General Meeting of Shareholders of Open Companies (State Gazette of the Republic of Indonesia Year 2014 Number 374, Supplement to the State Gazette of the Republic of Indonesia Number 5644) as amended by Financial Services Authority Regulation Number 10/POJK.04/2017 concerning Amendments to Financial Services Authority Regulation Number 32/POJK.04/2014 concerning the Plan and Organization of General Meeting of Shareholders of Open Companies (State Gazette of the Republic of Indonesia Year 2017 Number 47, Supplement to the State Gazette of the Republic of Indonesia Number 6031) is revoked and declared invalid.

Article 65
This Financial Services Authority Regulation comes into force on the date of its promulgation.

This copy is in accordance with the original
Deputy Director of Legal Consultation and
Harmonization of Banking Regulations 1
Legal Directorate 1
Legal Department signed
Wiwit Puspasari

In order that everyone may know it, order the promulgation of this Financial Services Authority Regulation by placing it in the State Gazette of the Republic of Indonesia.
Determined in Jakarta on April 20, 2020
CHAIRMAN OF THE COMMISSIONERS BOARD
FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA, signed
WIMBOH SANTOSO

Promulgated in Jakarta on April 21, 2020
MINISTER OF LAW AND HUMAN RIGHTS
REPUBLIC OF INDONESIA, signed
YASONNA H. LAOLY

STATE GAZETTE OF THE REPUBLIC OF INDONESIA YEAR 2020 NUMBER 103

EXPLANATION
OF
FINANCIAL SERVICES AUTHORITY REGULATION
REPUBLIC OF INDONESIA
NUMBER 15 /POJK.04/2020
CONCERNING
PLAN AND ORGANIZATION OF GENERAL MEETING OF SHAREHOLDERS OF OPEN COMPANIES

I. GENERAL

The General Meeting of Shareholders (GMS) is one of the organs of the company that has authority not given to the Board of Directors and the Board of Commissioners as regulated in the Law concerning Limited Liability Companies. In the GMS forum, shareholders have the right to exercise voting rights to make decisions and obtain information related to the company from the Board of Directors and/or the Board of Commissioners in the GMS, as long as it relates to the meeting agenda and does not conflict with the interests of the Company.

In order to improve the efficiency and effectiveness of the implementation of the General Meeting of Shareholders, it is necessary to utilize technological advancements to increase shareholder participation in the General Meeting of Shareholders, including the provision of information in the organization of the General Meeting of Shareholders. The provision of information in the organization of the General Meeting of Shareholders includes, among others, the organization of GMS conducted electronically with mechanisms established by the Financial Services Authority. In relation to this, it is necessary to improve the Financial Services Authority Regulation regarding the plan and organization of the GMS.

Furthermore, the organization of the GMS electronically, hereinafter referred to as e-GMS, is an electronic system or facility used to support the organization of the GMS. With this Financial Services Authority Regulation, it is hoped that it can further improve good corporate governance practices for Open Companies so that it can further increase shareholder confidence in Open Companies, and ultimately bring positive impacts on the sustainability of Open Companies.

II. ARTICLE BY ARTICLE

Article 1
It is clear enough.

Article 2
Paragraph (1)
Other GMS in practice are often known as Extraordinary General Meetings of Shareholders.
Paragraph (2)
It is clear enough.
Paragraph (3)
What is meant by "certain conditions" includes, among others, market conditions that fluctuate significantly.
Paragraph (4)
It is clear enough.

Article 3
Paragraph (1)
It is clear enough.
Paragraph (2)
What is meant by "registered letter" is a letter addressed to the recipient and can be proven with a receipt from the recipient signed by stating the date of receipt.
Paragraph (3)
It is clear enough.
Paragraph (4)
It is clear enough.

Article 4
It is clear enough.

Article 5
It is clear enough.

Article 6
It is clear enough.

Article 7
It is clear enough.

Article 8
It is clear enough.

Article 9
It is clear enough.

Article 10
Paragraph (1)
What is meant by "conducted in accordance with the GMS organization procedure" is that the Board of Directors, the Board of Commissioners, and shareholders organize the GMS by fulfilling all obligations before the implementation of the GMS as well as obligations after the implementation of the GMS, namely submitting notification to the Financial Services Authority, announcing the GMS, summoning the GMS, announcing the summary of the GMS minutes, and submitting the GMS minutes. Paragraph (2) It is clear enough.

Article 11
Paragraph (1)
It is clear enough.
Paragraph (2)
The determination of the place and time for the organization of the GMS is in order to provide convenience for shareholders to attend the GMS.
Paragraph (3)
Letter a
The domicile of the Open Company simultaneously serves as the headquarters of the Open Company.
Letter b
It is clear enough.
Letter c
It is clear enough.
Letter d
It is clear enough.

Article 12
It is clear enough.

Article 13
Paragraph (1)
What is meant by "meeting agenda" in practice is often known as the GMS agenda.
Paragraph (2)
What is meant by "clearly and in detail" includes, among others, in the event that the GMS agenda is approval of corporate actions, the transaction, the counterparty to the transaction, and the transaction value are disclosed. Paragraph (3) It is clear enough.

Article 14
It is clear enough.

Article 15
It is clear enough.

Article 16
Paragraph (1)
It is clear enough.
Paragraph (2)
It is clear enough.
Paragraph (3)
Letter a
It is clear enough.
Letter b
It is clear enough.
Letter c
What is meant by "meeting agenda requiring GMS decision" is a meeting agenda whose decision is outside the authority of the Board of Directors and the Board of Commissioners and/or decisions that based on the articles of association of the Open Company and/or provisions of applicable legislation, are the authority of the GMS. Letter d It is clear enough. Letter e It is clear enough. Paragraph (4) It is clear enough.

Article 17
Paragraph (1)
It is clear enough.
Paragraph (2)
Letter a
It is clear enough.
Letter b
It is clear enough.
Letter c
It is clear enough.
Letter d
It is clear enough.
Letter e
What is meant by "explanation" is brief information from the Board of Directors to shareholders regarding the meeting agenda.
Letter f
It is clear enough.
Letter g
It is clear enough.

Article 18
Paragraph (1)
Examples of meeting agenda materials include, among others, the annual report in the annual GMS.
Paragraph (2)
It is clear enough.
Paragraph (3)
It is clear enough.
Paragraph (4)
Examples of appointments include, among others, the appointment of members of the Board of Directors and/or members of the Board of Commissioners in the context of replacing members of the Board of Directors and/or members of the Board of Commissioners, the re-appointment of members of the Board of Directors and/or members of the Board of Commissioners, or the appointment of new members of the Board of Directors and/or members of the Board of Commissioners in the context of addition. Paragraph (5) It is clear enough.

Article 19
Paragraph (1)
It is clear enough.
Paragraph (2)
It is clear enough.
Paragraph (3)
What is meant by "changes caused not being the fault of the Open Company" includes, among others, changes caused by errors due to damage occurring on the e-GMS provider's website or the stock exchange website.

Article 20
Paragraph (1)
The second GMS summons is implemented if the attendance quorum at the first GMS as referred to in this Financial Services Authority Regulation is not met.
Paragraph (2)
It is clear enough.

Article 21
Paragraph (1)
The third GMS summons is implemented if the attendance quorum at the second GMS as referred to in this Financial Services Authority Regulation is not met.
Paragraph (2)
It is clear enough.
Paragraph (3)
It is clear enough.

Article 22
It is clear enough.

Article 23
It is clear enough.

Article 24
It is clear enough.

Article 25
It is clear enough.

Article 26
What is meant by "other parties" includes, among others, institutions and/or professions supporting the capital market related to the organization of the GMS and/or related to the meeting agenda and committees owned by the Open Company.

Article 27
It is clear enough.

Article 28
Paragraph (1)
It is clear enough.
Paragraph (2)
What is meant by "system provided by the Open Company" is a system provided for the interests of the Open Company itself.
Paragraph (3)
It is clear enough.
Paragraph (4)
It is clear enough.

Article 29
It is clear enough.

Article 30
It is clear enough.

Article 31
What is meant by "appointment" is the selection mechanism for the Authorized Recipient already established by the e-GMS Provider.
What is meant by "revocation" is the mechanism for changing the party appointed as the Authorized Recipient.
What is meant by "granting" is the mechanism for shareholders to cast votes.
What is meant by "change" is the mechanism for changing votes that have been cast by shareholders.

Article 32
Paragraph (1)
What is meant by "registration" is the registration of parties entitled to become Authorized Recipients.
What is meant by "appointment" is the selection mechanism for the Authorized Recipient already established by the e-GMS Provider.
What is meant by "revocation" is the mechanism for changing the party appointed as the Authorized Recipient.
What is meant by "granting" is the mechanism for shareholders to cast votes.
What is meant by "change" is the mechanism for changing votes that have been cast by shareholders.
Paragraph (2)
It is clear enough.

Article 33
It is clear enough.

Article 34
It is clear enough.

Article 35
It is clear enough.

Article 36
It is clear enough.

Article 37
Paragraph (1)
It is clear enough.
Paragraph (2)
What is meant by "absent or unable" includes, among others, illness or conditions that prevent members of the Board of Commissioners from leading the GMS.
Paragraph (3)
What is meant by "absent or unable" includes, among others, illness or conditions that prevent members of the Board of Directors from leading the GMS.

Article 38
It is clear enough.

Article 39
It is clear enough.

Article 40
It is clear enough.

Article 41
It is clear enough.

Article 42
It is clear enough.

Article 43
What is meant by "merger" is a legal act carried out by one or more companies to merge with an existing company, resulting in the assets and liabilities of the merging company transferring by operation of law to the company receiving the merger and subsequently the legal entity status of the merging company ends by operation of law. What is meant by "consolidation" is a legal act carried out by two or more companies to merge by establishing a new company which by operation of law obtains the assets and liabilities of the merging companies and the legal entity status of the merging companies ends by operation of law. What is meant by "acquisition" is a legal act carried out by a legal entity or individual to take over the shares of a company resulting in the transfer of control over that company. What is meant by "spin-off" is a legal act carried out by a company to separate business operations resulting in all assets and liabilities of the company transferring by operation of law to two or more companies or part of the assets and liabilities of the company transferring by operation of law to one or more companies.

Article 44
It is clear enough.

Article 45
What is meant by "shareholders in the share classification affected by changes in rights to shares in certain share classifications" is:
a. in the event that the change in rights involves a reduction of rights, the affected shareholders are shareholders in the share classification where the reduction of rights will be carried out; b. in the event that the change in rights involves an addition of rights, the affected shareholders are shareholders in the share classification where no addition of rights is carried out.

Article 46
It is clear enough.

Article 47
It is clear enough.

Article 48
Different votes issued by a custodian bank or securities company representing shareholders in a mutual fund are not considered different votes as referred to in this article.

Article 49
It is clear enough.

Article 50
Paragraph (1)
It is clear enough.
Paragraph (2)
It is clear enough.
Paragraph (3)
Example:
In the event that the deadline for submitting the GMS minutes no later than 30 (thirty) days after the GMS is held falls on a Saturday, the Open Company is required to submit the GMS minutes no later than 1 (one) working day thereafter, namely Monday. In the event that the Open Company submits the GMS minutes past the deadline of the next working day, namely Monday, for example submitted on Wednesday, then the calculation of the delay in submitting the GMS minutes is calculated starting from Tuesday. Thus, the Open Company experiences a delay in submitting the GMS minutes for 2 (two) days.

Article 51
Paragraph (1)
Information to shareholders is intended so that shareholders can obtain more detailed information regarding GMS decisions.
Paragraph (2)
It is clear enough.

Article 52
It is clear enough.

Article 53
It is clear enough.

Article 54
It is clear enough.

Article 55
It is clear enough.

Article 56
It is clear enough.

Article 57
It is clear enough.

Article 58
It is clear enough.

Article 59
Paragraph (1)
What is meant by "public accountant" is a person who has obtained a license to provide services as regulated in the provisions of applicable legislation regarding public accountants and is registered with the Financial Services Authority. Paragraph (2) It is clear enough. Paragraph (3) The delegation of authority is carried out when the GMS does not decide on the appointment of a public accountant proposed by the Board of Commissioners.

Article 60
It is clear enough.

Article 61
What is meant by "specific actions" includes, among others, can be in the form of postponing the implementation of the GMS.

Article 62
It is clear enough.

Article 63
It is clear enough.

Article 64
It is clear enough.

Article 65
It is clear enough.

SUPPLEMENT TO THE STATE GAZETTE OF THE REPUBLIC OF INDONESIA NUMBER 6490