Indonesian law contains provisions that could discourage a takeover of the Company.
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of laws and regulations by Indonesian courts and Indonesian governmental agencies may be subject to considerable discretion, uncertainty and inconsistency. Furthermore, corruption in the court system in Indonesia has been widely
reported in publicly available sources. Indonesian legal principles relating to the rights of shareholders, or their practical implementation by Indonesian courts,
differ from those that would apply within the United States or the EU. Absent a binding precedent system, the rights of shareholders under Indonesian law might not be as clearly evident as in most United States and EU jurisdictions. In
addition, under Indonesian law, companies may have rights and defenses to actions filed by shareholders that these companies would not have in jurisdictions such as the United States and EU member states.
6. A shareholders right to participate in future rights offerings could be limited, which would cause dilution to their holdings.
To the extent that in the future the Company offers its shareholders rights to purchase or subscribe for shares or otherwise distribute shares to its shareholders, holders from other jurisdictions may be unable to exercise such rights for
the Shares unless a registration statement under the Securities Act or similar legislation in other countries is effective with respect to the new shares or an exemption from registration under the Securities Act or similar legislation in other
countries is available. Whenever the Company makes a rights or similar offering of the Shares, the Company will evaluate the costs and
potential liabilities associated with, and its ability to comply with, United States regulations and those of other countries, for any registration statement and any other factors the Company considers appropriate. However, the Company may
choose not to file any registration statement andor other relevant documents. If the Company does not file a registration statement and no exemption from registration under the Securities Act is available, then shareholders in other jurisdiction
would be unable to participate in rights or similar offerings and would suffer dilution of their shareholdings. Consequently, shareholders may not be able to maintain their proportional equity interests in the Company. Also, as rights issues in
Indonesia generally enable participants to purchase shares at a discount to the recent trading price, shareholders inability to participate in such rights offerings could cause material economic harm.
7. Shareholders may be subject to dilution on issues of new Shares or other equity securities by the Company.
The shareholders will experience dilution in their holdings upon issuance of additional Shares in the future. Where funds are raised through the issuance of new Shares or other equity or equity-linked securities of the Company other than on
a pro rata basis to existing shareholders, the percentage ownership of such shareholders in the Company may be diluted. Moreover, the newly issued securities may have rights, preferences or privileges superior to those of the Shares of the
existing shareholders. Future sales or the prospect of future sales of Shares, including by the controlling shareholder, could have a material
adverse effect on the market price of the Shares. Following the Offering, the controlling shareholder will continue to own approximately 92.5 of its outstanding Shares.
A sale of a significant number of the Shares in the public market after the Offering by the controlling shareholder, or the perception that such sales may occur, could have a material adverse effect on the market price of the Shares. These
factors could also affect its ability to raise equity capital in the future at a price favorable to the Company, or at all.
8. Exchange fluctuations may have a material adverse effect on the value of the Shares and any dividend distribution.
The Company’s Shares are denominated and are quoted in Rupiah on the IDX. Dividends if any with respect to the
Shares will be declared and paid in Rupiah and proceeds from on-market sales of the Shares will be received in Rupiah. If a shareholder wishes to receive such dividend or proceeds in a currency other than Rupiah it will be required to convert
the relevant Rupiah amunts into that foreign currency. Fluctuations in the exchange rates between the Rupiah and any particular foreign currency will affect the foreign currency value of the dividends received and of any sale proceeds.
Since the beginning of 2015, the value of the Rupiah compared to the U.S. dollar significantly, and such a depreciation will significantly decrease the U.S. dollar value of any dividend payments or sale proceeds. In addition, foreign exchange
rules may be imposed which prevent or restrict the conversion of Rupiah to any foreign currency. Dividends may also be subject to Indonesian withholding tax.