- 117 -
Notary Notary Office Fathiah Helmi, SH
Graha Irama, Lantai 6, Room 6 C Jl. HR Rasuna Said X-1 Kav 12, Kuningan
South Jakarta 12950 Telephone
: 6221 5290 7304 - 06 Facsimile
: 6221 526 1136 No. STTD
: 02STTD-NPM1996 dated 12 February 1996 Association
: Indonesian Notary Association INI No. 011.003.027.260958 Working Guideline : Statement of Law
No. 30 of 2004 on Notary Function’ Regulations and Notary’s Code of Ethics
The scope of work of the Notary as supporting professional in this LPO I is to, among others, attend meetings regarding the discussion of all aspects in order of the Limited Public Offering I, except meetings regarding financial
aspects and price determination, as well as marketing strategy, to prepare and draw up deeds for LPO I purpose, i.e. to draw up Shares Administrative Management Agreement.
Share Registrar PT Raya Saham Registra
Plaza Sentral Building, 2
nd
Floor Jl. Jend. Sudirman Kav. 47-48
Jakarta 12930, Indonesia Telephone
: 62 21 252 5666 Facsimile
: 62 21 252 5028 No. STTD
: Capital Market Supporting Professional under Decree of Head Capital Market Supervisory Board No. KEP-79PM1991 dated 18 September 1991
Association : Member of Indonesian Share Registrar Association ABI No. ABIIV2011
– 004 dated 6 April 2011
Working Guideline : Capital Market and Capital Market and Financial Institutions Supervisory Board BAPEPAM LK Regulations
The Share Registrar’s duties and responsible in this LPO I, in accordance with applicable Professional Standard and Capital Market regulations, are, among others, to prepare the Shareholder Registry used to determine who
are entitled to HMETD, to distribute the HMETD Certificate of Proof in electronic form into the collective custody of KSEI, to receive the application to exercise of HMETD and reconciliation of funds for the payment of the
application with designated bank appointed by issuers, to publish and distribute shares both in script and scriptless shares into collective custody at KSEI and to perform refund process of shares subscription.
The Capital Market Supporting Institutions and Professionals hereby state that they have no affiliation with the Company, whether directly or indirectly, as defined in the Capital Market Law and its implementing regulations.
- 118 -
XV. Information on HMETD
The Shares offered in the LPO I will be issued based on the HMETD which can be traded during the specific trading period and costitutes as one of the requirements for shares purchase. The New Shares from the HMETD offered in this LPO I can be traded during the trading period.
Several conditions that shall be considered in relation to the HMETD are as follows:
1. Parties who are Entitled to Receive HMETD Certificate
The Shareholders of the Company whose names are registered in the Shareholders Register of the Company on 13 November 2013 until 16.00 WIB, are entitled to purchase shares provided that for every holder of 500 five hundred Existing Shares is entitled to 36 thirty six HMETD,
where 1 one HMETD entitles its holder to purchase 1 one New Shares in the Company at an Exercise Price of Rp6,750 six thousand seven hundred and fifty Rupiahs.
2.
Legitimate HMETD Certificate Holders
The legitimate HMETD holders are: a. The Shareholders of the Company whose names are registered in the Shareholder Register of the Company on 13 November 2013 until
16.00 WIB are entitled to receive HMETD and whose HMETD Certificate has not been sold until the end of trading period of HMETD; or b. The last purchasersholders of HMETD whose names are stated on the endorsement column on the HMETD Certificate until the end of
trading period of HMETD; or c. HMETD holders in Collective Depository at KSEI until the last date of the trading period of HMETD.
3. Trading of HMETD Certificate
Holders of HMETD may trade their HMETD Certificate during the Trading Period commencing from 15 November 2013 until 21 November 2013. The trading of HMETD must comply with the prevailing laws and regulations in the Republic of Indonesia, including but not limited to, taxation
and capital market regulations including the IDX regulations, and KSEI regulations. If holders of HMETD are in doubt in taking decision as to any such regulations, they are advised to consult with their investment advisors, investment managers or other professional advisors.
HMETD which is in the Collective Depository at KSEI are traded at IDX, whereas HMETD in the form of HMETD Certificate may only be traded outside the stock exchange. The settlement for HMETD trading conducted through stock exchange shall be by way of book entry settlement of
Securities Account under the name of the Member of Stock Exchange or Custodian Banks at KSEI.
All expenses and taxes which may be incurred with respect to the trading and transfer of HMETD shall be borne by HMETD holders or the transferees of such HMETD.
In accordance with the Circular Letter of PT Bursa Efek Jakarta No. SE-006BEJ1998, the HMETD are tradable in multiples of 500 five hundred. Trading in odd lots of Rights can only be carried out in the negotiated market referring to the negotiated prices. HMETD can be traded
on every Exchange Day from 9:00 am to 12:00 Jakarta Automated Trading System JATS time, except for Friday, when they can be traded from 9:00 am to 11:30 am JATS time. Settlement for the transfer of HMETD will be effected on the same Exchange Day as the transaction T+0
no later than 16.00 WIB.
HMETD holder who intends to transfer its HMETD may effect such transfer through a Member of Stock Exchange andor Custodian Banks. 4.
Forms of HMETD Certificate
HMETD issued by the Company will be available in two forms: a. For the entitled shareholders who has deposited their shares electronically through KSEI, the Company would not issue a HMETD
Certificate, instead it will credit HMETD to the securities account in the name of Custodian Bank or Securities Company appointed by each of shareholder at KSEI.
b. For those shareholders who has not deposited their shares electronically through KSEI, the HMETD will be issued in the form of HMETD Certificate which will state the name and address of the HMETD holder, the total number of shares held, number of HMETD which may be
exercised to purchase shares, number of shares to be purchased, the exercise price that shall be paid, number of additional shares purchase, endorsement column and other required information.
5. Value of HMETD
The value of the HMETD Certificate offered by the holder of HMETD Certificate would be different one from another, based on the request and offer at the market.
- 119 - For example, the calculation of the value of HMETD as set out below is one of ways to calculate the value of HMETD Certificate, but it does not
guarantee that the result of calculation of the value of HMETD will represent the actual value of HMETD applied in the market. The explanation below is expected to provide a general description to calculate the value of HMETD Certificate:
Assumption: Assumed Market Price per share
= Rpa Exercise Price
= Rpb Outstanding Shares prior to the LPO I
= A Offered Shares in the LPO I
= B Rpa x A + Rpb x B
Theoretical Value of New Shares Ex-HMETD = A + B
= RpX Value of HMETD per share
= RpX – Rpb
6. Use of HMETD Certificate
The HMETD Certificate is evidence of HMETD granted by the Company to the HMETD holders to subscribe for the New Shares. The HMETD Certificate will only be issued to the shareholders who have not converted their shares into scripless form and it shall be used to subscribe for
New Shares. Copies of HMETD Certificate will not be valid. HMETD Certificate may not be converted unti cash or any other maneer and other forms of securities of the Company. HMETD Certificate for HMETD holders in collective depository at KSEI will be provided by KSEI through a
Member of Stock Exchange or Custodian Bank. 7.
Fractional HMETD
In accordance with Rule No. IX.D.1, in the event that a shareholder is entitled to a number of HMETD, which includes a fraction of HMETD, such fractional HMETD would not be delivered to the shareholder, but would be aggregated by the Company to be sold so that the Company will
issue HMETD in a whole number, and subsequently the proceeds would be deposited into the Company’s account.
8. Others
The terms and conditions of HMETD are governed and subject to applicable laws in the Republic of Indonesia. All expenses incurred in the transfer of HMETD shall be borne by the HMETD Certificate Holders or the potential holder of HMETD. For further information regarding the
HMETD, the investor may contact the Share Registrar for this LPO I.