Transfer of Right of Shares - Indonesia

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Companies’ authorized capital is divided into shares. Shares is a moveable goods which give rights to the
owner to attend and to vote in the General Meeting of Shareholders (“GMS”), to receive the payment of
dividends and the remaining asset as the result of liquidation, and also to perform other rights as set out
under Law Number 40 of 2007 on Limited Liability Company (“Company Law”).

Under Article 56 of Company Law, it regulates that transfer of right of shares should be performed by a
deed of transfer of right. Deed of transfer of right can be made before notary or with a privately drawn
deed. The hardcopy of a deed of transfer of right and its copy should be delivered to the company. The
Board of Directors is obliged to record the transfer of right of shares, the date and the day of the
transfer of right of shares in the shareholders register or special register and inform about the changes
of the composition of shareholders to the Minister to be recorded in the Company Register within the
period of not later than 30 (thirty) days as from the date of transfer of rights.

In the Company’s article of association, the provision of transfer of rights can be regulated, such as:

1. mandatory to firstly offer to the shareholder with special qualification or other shareholders;

2. mandatory to obtain approval from company’s organ; and / or

3. mandatory to obtain approval from authorized institution in accordance with the law.

Provisions as regulated above are not applicable if the transfer of right of shares occurs by the law.
Transfer of right of shares occurs by the law means transfer of shares as the result of inheritance, or
transfer of shares as the result of merger, consolidation, or demerger. But for the transfer of shares as a
result of inheritance, it should obtain approval from authorized institution in accordance with the law.

If the article of association obliges the shareholder who intends to sell the share to firstly offer their
shares to the shareholder with special qualification or other shareholders, the offer to the shareholders
with special qualification or other shareholder is performed within a period of 30 (thirty) days as from
the offering date. If within the period of 30 (thirty) days as from the offering date the shareholders do
not purchase the shares which are offered, then the shareholder who intends to sell their shares may
offer and sell their shares to the third party. Shareholder, who intends to sell their shares but is obliged
by the article of association to offer their share, has the rights to revoke the offer after the period of 30
(thirty) days is over.

The approval for transfer of right of shares by the company’s organ or its refusal should be given in
writing with a period of not later than 90 (ninety) days as from the company’s organ receives the
request for the approval of transfer of rights. If the period of 90 (ninety) days has passed and the
company’s organ has not given a written statement, then the company’s organ is considered to approve
the transfer of rights of shares.
Share Transfers and Exit

Restrictions on Transfer of Shares

In principle, shareholders are allowed to transfer their shares. The procedure for transferring shares in a
PT is subject to the PT's Articles of Association (AOA). To the extent that is provided for in the PT's AOA,
a share transfer can be subject to:

Prior approval from other shareholders (for example, a right of first refusal).

Prior approval from the company’s organs (for example, a shareholders' meeting, the Board of
Directors (BOD) or the Board of Commissioners (BOC)).

Prior approval of the authorized governmental institution.

Restrictions on the transfer of shares can be agreed by shareholders in a shareholders' agreement.

For the issuance of new shares, each shareholder has a pre-emptive right to subscribe to newly issued
share capital in proportion to its shareholding for the equivalent class of shares. The new shares can be
issued to a third party, provided the existing shareholders have waived their pre-emptive right to
subscribe to the newly issued shares. The issuance of new shares in a PT Tbk is subject to rights issue
requirements under OJK Regulation No. IX.D.1.

Minority Shareholders and a Company's Share Capital Structure

Minority shareholders cannot alter or restrict changes to a PT's share capital structure. However, to
protect the interests of minority shareholders, the Articles of Association (AOA) of a PT can give
shareholders the right of first refusal to purchase the shares of other shareholders.

In addition, each shareholder has the right to request the PT to repurchase its shares at a reasonable
price if that shareholder does not approve the corporate actions of the PT, including merger,
consolidation, acquisition or demerger.

Notification of Shareholding Changes to Regulatory Authority

Changes in a PT's shareholding composition must be notified by the PT, though a notary, to the Minister
of Law and Human Rights (MOLHR) once the parties have executed the share transfer deed. An increase
in the PT's authorized capital will require MOLHR approval, while an increase in issued and paid-up
capital must be notified to the MOLHR once the new shareholder has injected additional funds for the
subscription of new shares.

Specific regulatory approvals prior to the change of shareholders may be required subject to the PT's
specific line of business. For example, a PT PMA will require the approval of the Indonesian Capital
Investment Coordinating Board (Badan Koordinasi Penanaman Modal (BKPM)), and banks or non-bank
financial institutions require approval from the Financial Services Authority (Otoritas Jasa Keuangan
(OJK)) prior to the change of shareholders.
For PT Tbks, a disclosure obligation arises in relation to an interest in securities (including shares) when
an investor reaches 5% of shareholding ownership in a PT Tbk. Once the 5% has been reached, any
transfer of shares (as long as the ownership is still above 5%) must be reported to the OJK.

In addition, if a change of shareholder constitutes an acquisition under the Indonesian Company Law,
the Indonesian Competition Law requires that a filing be made to the Competition Supervisory Board
(Komisi Pengawas Persaingan Usaha) (KPPU) for mergers or consolidations of business entities and for
acquisitions of shares if the resulting asset value and/or sales value exceeds certain thresholds. This
filing must be made to the KPPU no later than 30 business days after the effective date of the merger,
consolidation or acquisition. The acquiring company has the obligation to make the filing.

Share Buybacks

Under the Indonesian Company Law, PTs can buy back shares with the approval of the general meeting
of shareholders (GMS), provided that:

The buyback does not result in the PT's net assets falling below the issued shares and the PT's
mandatory reserve.

The total nominal value of shares that are bought back by the PT does not exceed 10% of the total
issued shares, unless governed otherwise in capital market regulations.

PTs can only hold shares that are bought back for a maximum three years.

With regard to PT Tbk, in addition to the Indonesian Company Law there is a specific provision under
OJK Regulation No.XI.B.2 on share buybacks that must be followed by PT Tbks.

Shareholder Exit from a Company

Typically, the exit mechanism is governed in the shareholders' agreement. Shareholders can agree that
upon the occurrence of certain conditions that are considered as a default, the non-defaulting party can
either:

Require the default party to sell its shares to the non-defaulting party, or another party.

Require the defaulting party to purchase the shares of the non-defaulting party.

The calculation of the purchase or selling price is also typically governed under the shareholders'
agreement. Alternatively, shareholders can also require the PT to purchase their shares upon the
occurrence of certain conditions.