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XVIII. SHARES PURCHASE REQUIREMENT
Company has appointed Share Registrar, PT Sirca Datapro Perdana as Company’s Shares Administration and
implementing agency LPO, based on Deed of Shares Administration Management Agreement and implementing agency regarding Company LPO No. 26 dated 10 Agustus 2015, as amended by Addendum and Restatement Agreement
Shares Administrative Management and Placement Agent for the Company’s LPO No. 11 dated October 1, 2015, both
made in the presence of Aryanti Artisari, S.H., M.Kn., Notary in South Jakarta. 1. Entitled Applicant
Shareholders whose names are registered in the Shareholder Register are eligible to apply for New Shares in this LPO provided that each 65 sixty-five existing shares entitled to 4 four Rights Shares wherein every 1 one Rights Share
is entitled to purchase 1 one New Share with nominal value of Rp100 one hundred Rupiah per share on Exercise Price.
The applicant entitled to purchase new shares are: a. Rights Certificate holder whose name is listed in the Rights Certificate or legally obtained Rights Shares in
accordance with applicable regulation; or Rights holders Electronic recorded in Collective Custody at KSEI until the last date of the Rights Shares trading period.
Applicant may consists of individual, Indonesian andor Foreign andor Instituion andor Legal EntityEnterprise both IndonesiaForeign as regulated in the Capital Market Law along with its regulations.
To facilitate as well as to fulfill the registration schedule of entitled shareholders, the shareholders who hold shares of the Company in the form of paper which will exercise its right to acquire the Rights and have not perform registration
shift of their share ownership are advised to register at the Share Registrar before the registration deadline of Shareholders, October 22, 2015.
2. Distribution of Rights For shareholders whose shares are recorded in collective custody at KSEI, Rights will be distributed electronically to the
securities account in KSEI through respective securities account of stock exchange members or custodian bank in KSEI not later than 1 one Exchange Day after the date of recording on Shareholders Register entitled to the Rights, on
October 23, 2015. The Prospectus and guidelines will be distributed by the Company through KSEI and can be obtained by shareholders of respective stock exchange members or custodian bank.
For shareholders whose shares are not included in collective custody at KSEI, the Company will issue Rights Certificate on behalf of shareholders, which may be taken by the entitled shareholders or their proxies at Share Registrar every day
and working hours starting on October 23, 2015, by bringing: a. A copy of valid identification for individual shareholder and a copy of articels of association for legal
entityinstitution shareholder. Shareholder also required to show the original document of those copies.. b. The original power of attorney if authorized attached with copy of other valid identification both for the giver and
the receiver of power authority the original identity of the giver and the proxy shall be shown. 3.
Rights’ RegistrationExercise Procedure
Exercise of the Rights can be performed from October 26, 2015 until October 30, 2015. a. The holders of Rights in Collective Custody at KSEI who will exercise their rights shall apply for implementation
through the Stock Exchange MemberCustodian Bank appointed as the manager of the securities. Furthermore Exchange MemberCustodian Bank make request or exercise instruction through the Central Depository system -
Book Entry Settlement System C-BEST in accordance with procedures established by KSEI. In doing instruction execution, Exchange MemberCustodian Bank must meet the following requirements:
i. Rights holders should provide funding exercise of the Rights at the time of filing the application.
ii. Adequacy of Rights and payment funds for Rights exercise shall be available in the securities account holder
of Rights who perform exercise. One next working day KSEI will deliver a List of Rights holders in the Collective Custody at KSEI who exercise their
rights and make a deposit payment of the exercise of the Rights to the bank account of the Company. New shares as the result of Rights exercise will be distributed by the Company Share Registrar of the Company
electronically to the account determined by KSEI to be distributed to each securities account holder of Rights who exercise their rights concerned by KSEI. New shares will be distributed the results of the implementation of the
CompanyShare Registrar of the Company no later than two 2 working days after the request is received from KSEI and payment of the funds have been well received in good funds in a bank account of the Company.
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b. Rights holders in the form of paperRights Certificate who will exercise their rights must apply Rights exercise request to the Share Registrar of the Company, by submitting the following documents:
i. Original Rights Certificate, signed and completely filled.
ii. The original proof of payment of the transfer book entry giro check cash to the Companys account of the
bank where the deposit payment take place. iii. A copy of valid ID cardPassportPermits for individual, or a copy of Articles of Association with attachment of
DirectorManagement InstitutionLegal Entity. iv. The original power of attorney if authorized stamped Rp 6,000 six thousand Rupiah accompanied by a
photocopy of ID cardPassportPermits from the Giver and Attorney. v. If the holders of the New Shares of Rights requires implementation results in electronic form, the request for
execution to the Registrar of the Company through exchange members or custodian bank appointed to submit additional documentation in the form of:
Original letter of authorization from the holders of Rights to exchange members or custodian bank to apply for implementation of the pre-emptive rights and to manage the effect on the shares of the exercise of the
Rights in Collective Custody at KSEI on behalf of the authority. Original Securities Deposit Form issued by KSEI that has been completed and signed in full. The Company
will issue shares results in the form of physical exercise of the Rights Shares Collective Letters SKS if the holder does not want to stock execution results included in the Collective Custody at KSEI.
Any and all costs of conversion on the transfer of shares of the Company in the form of paper into electronic form andor otherwise from electronic form into a form letter to be paid and imposed entirely by the Companys
shareholders. Registration of Rights Certificate exercise
is being performed at Share Registrar’s office on Monday to Firday, 09.00- 15.00 Western Indonesian Time.
If the filling of Rights Certificate is not in accordance with the instructionsshare subscription terms set forth in Rights Certificate and Prospectus, then this may result in rejection of the reservation. Rights only deemed to have been
carried out at the time of such payment has been proven to be received well in good funds in the bank accounts of the Company in accordance with the provisions contained in the terms of purchase.
4. Additional Shares Application Entitled Shareholders which do not sell their rights or buyerholder of Rights whose names are mentioned on Rights
Certificate or Rights holder on Collective Custody at KSEI, may order additional shares exceeding the rights owned by filling subscription of additional shares column provided on Rights Certificate andor Additional Shares Application at
least 100 of shares or multiple.
a. For holders of Rights in the form of paperRights Certificate who wishes the New Shares allotment to be in electronic form must file request to the Share Registrar of the Company through member of Stock ExchangeCustodian Bank
by submitting the following documents: - An original copy of Additional Share Application Form that has been filled out completely and correctly.
- An original power of attorney from the Holder of Rights to member of Stock Exchange or Custodian Bank to apply for the subscription of Additional New Shares and managing the securities from New Shares as a result of
allotment in collective custody at KSEI and other powers that may be granted in connection with the subscription of New Shares in addition to the name principal.
- Copy of valid ID cardPassportPermits for individual, or a copy of Articles of Association with attachment of DirectorManagement InstitutionLegal Entity.
- The original proof of payment of the transfer book entry giro check cash to the Companys account of the bank where the deposit payment take place.
- Original Securities Deposit Form issued by KSEI filled out completely for the purposes of the distribution of shares resulting from exercise by Share Registrar.
b. For holders of Rights in the form of paper Rights Certificate who want the New Shares ’ allotment results remain in
the form of paper physical credits must apply to the Share Registrar of the Company to submit the following documents:
- An original copy of Additional Share Application Form that has been filled out completely and correctly. - Copy of valid ID cardPassportPermits for individual, or a copy of Articles of Association with attachment of
DirectorManagement InstitutionLegal Entity. - A valid original power of attorney if authorised with Rp6,000 seal six thousand Rupiah accompanied by a copy
of ID cardPassportPermits from the Giver and Attorney. - The original proof of payment of the transfer book entry giro check cash to the Companys account of the
bank where the deposit payment take place. c. For holders of the Rights on Collective Custody at KSEI, fill out and submit Additional Share Application Form which
has been distributed by attached the following documents: - Original instruction execution exercise that has been settled, performed through C-BEST in accordance to the
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name of the holder of such Rights specifically for holders of Rights in Collective Custody at KSEI who have exercised their rights through C-BEST system.
- Original Securities Deposit Form issued by KSEI filled out completely for the purposes of the distribution of shares resulting from exercise by Share Registrar.
- The original proof of payment of the transfer book entry giro check cash to the Companys account of the bank where the deposit payment take place.
Payment of any additional application can be implemented and should have been received on the bank account of the Company on November 3, 2015 at the latest in good funds. Orders that do not meet the guidance in accordance with
the booking conditions may result in rejection of reservations.
5. Allotment of Additional Shares Application Allotment of the additional shares application will be determined on November 4, 2015, at the following conditions:
a. If the total number of shares subscribed, including application of additional shares do not exceed total shares offered
in this LPO, then all additional shares applications will be fulfilled; b. If the total number of shares subscribed, including applicatoin of additional shares exceeds the total number of
shares offered in this LPO, then the buyer who book additional shares will be enforced rationing system in proportion to the additional Rights application held by each shareholder who requested additional shares.
6. Payment Requirements for Rights Certificate Holder Not Including Collective Custody at KSEI and Additional New Shares Application
Payment of the subscription of shares in this LPO which applications are submitted directly to the Share Registrar of the Company must be paid in full in good funds in Rupiah at the time of submission of the application by cash check
bank draft book entry transfer by stating the Rights Certificate number or Additional Shares Application Form number and the payment should be transferred to the bank account of the Company as follows:
Bank Deutsche Bank Branch: Jl. Panglima Sudirman 101-103, Surabaya
Account No.: AC. 1023423-00-1 Name: PT Hanjaya Mandala Sampoerna Tbk
All checks and money orders will be cashed upon receipt. When at the time of check cashing or bank draft was rejected by the bank, the subscription of the New Shares is void. If payment is made by check transfer giro, the payment date
is calculated based on the date of receipt of the check transfer giro that the funds have been received well in good funds in the bank accounts of the Company as mentioned above.
For the subscription of additional New Shares, the payment is made on the day of application which the payment should have been received well in good funds in the bank account mentioned above the Company no later than November 3,
2015. Any costs that may arise in the context of the purchase of shares in this LPO is imposed to the the applicant. Shares
application that do not meet the requirements of the payment will be canceled. 7. Shares Subscription Receipt
Company through the Share Registrar of the Company which receives the subscription of the New Shares will submit Share Subscription Receipt which has been stamped and signed to the customer as a proof of the New Share
Subscription to then be used as one piece of evidence at the time of taking the New Shares. For Rights Holders in the Collective Custody at KSEI will receive a confirmation of the application to exercise pre-emptive rights exercise from
C-BEST at KSEI through Account Holder in KSEI. 8. Cancellation of Share Subscription
The Company reserves the right to cancel the booking of the New Shares, either in part or as a whole by taking into account the applicable requirements. Notification of cancellation will be delivered with a notification letter of allotment
and refund to the exchange memberscustodian bankshareholders in the form of notes. Things that may cause the cancellation of the New Shares reservations are as follow:
a. Filling additional Rights Certificate or FPPS is not in accordance with the instructionsrequirements of New Shares
booking requirements listed in Rights Certificates and Prospectus b. Non-fulfillment of payment terms
c. Non-fulfillment of complete required application documents In the case of non-fulfillment of partially or completely from reservations or additional New Shares in the event of
cancellation of share subscription, the Company will refund some or all of the reservation money in Rupiah by transfer to a bank account of the buyer. Refunds by the Company will be held on November 6, 2015 no later than 2 two
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business days after allotment date on November 4, 2015. Refunds that are made up to November 6, 2015 will include interest.
For Rights holders in KSEI collective custody who exercise their rights through KSEI, the refund will be made by KSEI. 9.
Distribution of Shares resulting from exercised Rights
Share resulting from exercised Rights for subscribers who carry out pre-emptive rights according to their rights through KSEI, will be credited the effects to the account within two 2 working days after the request of the exercised Rights is
received from KSEI and payment of funds have been well received in the bank account of the Company. The certificate of collective share resulting from ordering additional
New Shares’s will be available for pickup or will be distributed electronically in the Collective Custody at KSEI no later than two 2 working days after the allotment.
The new collective share certificate resulting from the exercised pre-emptive rights can be obtained on any Business Day Monday - Friday, 09:00 - 15:00 pm, which began on October 28, 2015 until November 3, 2015. Certificate of
collective shares resulting from allotment can be obtained starting November 6, 2015. Pick up is done in BAE office by showingsubmitting the following documents:
a. Original ID cardpassportpermits for individuals is valid; or b. Photocopy of the articles of association for institutionlegal entity and the composition of the board of
directorscommisioners is still valid; c. A valid original power of attorney for the institutionlegal entity or individual that is authorized stamped Rp6.000
six thousand Rupiah along with a photocopy of ID cardpassportpermit of the giver and the proxy; d. The original share subscription report.
10. Allocation of the Remaining Shares not Subscribed by the Rights Holders If the shares offered in the Limited Public Offering is not fully subscribed or purchased by Rights holders, the remains
will be allocated to other Rights holders who have exercised their rights and have an order greater than their rights as set forth in the Rights, proportionally in accordance with the Rights that has been exercised.
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XIX. OVERVIEW OF THE RIGHTS
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