Government Regulation Number 28 1999

Original Language Title: Peraturan Pemerintah Nomor 28 Tahun 1999

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! kc BANK. The merger. Consolidation. Acquisition. Stocks. PP 28-1999 Text copy _?.
Back COUNTRY SHEET Republic of INDONESIA No. 61, 1999 (explanation in an additional Sheet of the Republic of Indonesia Number 3840) GOVERNMENT REGULATION of the REPUBLIC of INDONESIA NUMBER 28 in 1999 ABOUT the MERGER, ACQUISITION and CONSOLIDATION of BANK INDONESIA, PRESIDENT of the REPUBLIC, Considering: a. that to create a healthy banking system, efficient, resilient and able to compete in the era of globalization and free trade, necessary effort that can encourage Bank strengthens himself through Merger , Consolidation and acquisition;
.,, b. that the Bank was considering a business entity whose main activity gathers and distributes the funds of the community then the terms of the Merger, consolidation and acquisition of Banks need to be regulated in particular in government regulations;
.,, Considering: 1. Article 5 paragraph (2) of the Constitution of 1945;
., ,2. Act No. 13 of 1968 concerning the Central Bank (State Gazette Number 63 in 1968, State Gazette Supplementary Number 2865);
., ,3. Act No. 7 of 1992 about banking (State Gazette Number 31 in 1992, an additional Sheet country number 3472) as amended by Act No. 10 of 1998 (State Gazette Number 182 of 1998, an additional Sheet country number 3790);
., ,4. Law No. 1 year 1995 concerning limited liability companies (State Gazette No. 13 in 1995, an additional State Gazette Number 3587);
., ,5. Law No. 8 year 1995 regarding capital market (State Gazette Number 64 in 1995, an additional State Gazette Number 3608);
., ,6. Government Regulation Number 27 in 1998 about the merger, Takeover, and Smelting limited liability company (State Gazette Number 40 in 1998, an additional State Gazette Number 3065);
DECIDED:.,, set: GOVERNMENT REGULATION ABOUT mergers, consolidation, and the ACQUISITION of the BANK.
CHAPTER I GENERAL PROVISIONS article 1 In this Government Regulation is:.,, 1. The Bank is a public Bank as stipulated in Act No. 7 of 1992 about Banking as amended by Act No. 10 of 1998;
., ,2. The merger is the merger of two or more Banks, by means of retaining the founding of one of the banks and other banks dissolve without liquidating in advance;
., ,3. Consolidation is an amalgamation of two or more Banks, by means of setting up new Bank and dismissed the banks without liquidating in advance;
., ,4. The acquisition of ownership of a Bank takeover is resulting in the beralihnya control of the Bank;
., ,5. Control is the ability to determine, directly or indirectly, in any way, the management and or the wisdom of the Bank;
., ,6. The Bank's shares is evidence of the remittance of capital on behalf of the holder for the Bank in the form of a limited liability company or other forms that are likened to the stock for the Bank in the form of another legal entity.
Article 2 of the Merger and Consolidation referred to in article 1 resulting in:.,, a. shareholders of banks that do a Merger or Consolidation became a shareholder of Bank Merger or consolidation of the results of the Bank;
.,, b. assets and liabilities may banks that do a Merger or consolidation, the switch because the law to Bank Merger or consolidation of the results of the Bank.
CHAPTER II the terms of the MERGER, CONSOLIDATION and ACQUISITION article 3 Merger, consolidation and acquisition of a Bank can be carried over: a. initiatives of the Bank in question; or b. the demand for Bank Indonesia; or., c. special agency initiative which is temporary in order to the banking community.
Section 4.,, (1) Merger, consolidation and acquisition of banks that carried out on the initiative of the Bank in question, mandatory first obtain permission from Bank Indonesia.
.,, (2) the obligation to first obtain permission from Bank Indonesia referred to in subsection (1), applies to mergers and Consolidation is done on the initiative of specialized agencies that is temporary in order to the banking community.
Section 5 Merger, consolidation and Acquisition the Bank conducted having regard to: a. the interests of banks, creditors, minority shareholders and employees of the Bank; and, b. the interests of many people and a healthy competition in the conduct of business of the Bank.
Section 6.,, (1) Merger, consolidation and Acquisition does not reduce the rights of minority shareholders to sell their shares at a reasonable price.
.,, (2) the minority shareholders referred to in subsection (1), can only exercise his right in order for shares owned by the Bank at a reasonable price in accordance with the provisions of article 55 law No. 1 year 1995 concerning limited liability company.
.,, (3) the exercise of the rights referred to in subsection (2), do not stop the process of execution of the Merger, consolidation and acquisition.
Chapter 7.,, (1) Merger, consolidation and Acquisitions can only be done with the approval of the general meeting of shareholders for the Bank in the form of a limited liability company or a meeting of its kind for the Bank in the form of other law.
.,, (2) mergers, Acquisitions and Consolidation is done on the basis of the decision of the general meeting of shareholders attended by shareholders representing at least 3/4 (three quarters) part of the total number of shares with voting rights of legitimate and approved by at least 3/4 (three quarters) part of the number of votes of the shareholders present.
.,, (3) for the Bank in the form of the company's Open, in which case the requirement referred to in subsection (2) is not reached, then the terms presence and decision making decisions are set in accordance with the applicable legislation in the field of capital market.
Article 8 to be able to obtain permission for the Merger or consolidation, the mandatory requirements were met as follows:.,, a. has obtained approval from the general meeting of shareholders for the Bank in the form of a limited liability company or a meeting of its kind for the Bank in the form of other law as stipulated in article 7.
.,, b. at the time of the occurrence of Merger or consolidation, total assets of the Bank Merger or Consolidation does not exceed 20% (twenty per hundred) of the total assets of the entire Bank in Indonesia;
.,, c. Capital Bank Merger or Consolidation would have to comply with capital adequacy ratio set by Bank Indonesia.
.,, d. Members of the Board of Directors and Board of Commissioners appointed are not listed in the list of people doing despicable deeds in banking.
Article 9.,, (1) the acquisition of the Bank are conducted in a manner to take over all or part of the shares which resulted in beralihnya the control of the Bank to the acquiring party.
.,, (2) the takeover of Bank stocks either directly or through the stock exchange, which resulted in the ownership of shares by shareholders of individuals or legal entities to be more than 25% (twenty five per hundred) of the Bank's shares have been issued and have voting rights, are considered to result in beralihnya the control of the Bank referred to in subsection (1), except the concerned can prove otherwise.
.,, (3) a Bank stock that resulted in the Takeover of the shares by the party that took over to 25% (twenty five per hundred) or less from the Bank's shares have been issued and have voting rights does not result in the beralihnya control of the Bank, unless the concerned expressing his will to control or it can be proved that those concerned directly or indirectly controlling the Bank.
Article 10 to obtain permission compulsory Acquisition were met the following requirements:.,, a. has obtained the approval of the general meeting of shareholders of the Bank will be acquired or a type of Bank that incorporated the law not limited liability company referred to in article 7.
.,, b. parties who perform the acquisition not listed in the list of people doing despicable deeds in banking.
.,, c. in terms of acquisitions carried out by the Bank, the Bank is obligated to meet the provisions concerning the inclusion of capital by banks regulated by Bank Indonesia.
CHAPTER III PROCEDURES for MERGERS, article 11, (1) the Board of Directors of the Bank shall accept and merge each compiled a proposed Merger plan.
.,, (2) the proposal referred to in subsection (1) a mandatory approval of Commissioner and at least contain:.,, a. the name and seat of Bank Mergers that will do;.,, b. the reasons and explanations of each of the Bank's Board of Directors will perform the Merger and the Merger requirements;
.,, c. procedures for conversion of shares from each Bank will merge Bank shares against the Merger; d. the draft Constitution changes;., e., balance sheet, profit loss calculations that include three (3) years of the last book of all banks will merge; and, f.., things that need to be known by their respective shareholders of the Bank, among other things:.,,.,, 1) proforma balance sheet Bank Merger in accordance with financial accounting standards, as well as estimates on matters relating to the advantages and disadvantages as well as the future of the Bank that can be gained from the Merger based on the results of an independent expert assessment; 2) how the completion status of the employees of the Bank will merge;

3) method of settlement rights and obligations of the Bank towards a third party;

4) method of settlement rights minority shareholders;., .5) arrangement, the salary and benefits for directors and Commissioners of the Bank Merger; 6) estimates a period of execution of the Merger;

7) reports on the State and the operations of the Bank and that has been achieved;

the Bank's main activity) and changes during the fiscal year in progress;., .9) detailing problems arising during the fiscal year in progress that affects the activity of the Bank; 10) the name of the Member of the Board of Directors and Board of Commissioners; and 11) salaries and other benefits to members of the Board of Directors and Commissioners.

Article 12 in the event that the Bank will merge in 1 (one) group or between groups, the proposed Merger plan to load balance sheet balance sheet consolidated proforma from a Bank Merger.

Article 13.,, (1) the proposal referred to in article 11 and article 12, is to draw up a Draft Merger arranged jointly by the Board of Directors of the Bank will merge.
.,, (2) the draft Merger referred to in subsection (1), at the very least contain the things that are listed in the proposed Merger plan as referred to in article 11 and article 12.
.,, (3) in addition to the matters referred to in subsection (2), the draft Merger must contain the affirmation of a Bank that would accept a merger concerning the acceptance of the transition of all rights and liabilities of the Bank which will join themselves.
Clause 14.,, (1) prior to the calling of the general meeting of shareholders of each Bank, the Board of Directors is obliged to announce the Draft summary of the Merger no later than:.,,.,, a. thirty (30) days prior to the general meeting of shareholders in 2 (two) daily newspapers are berperedaran large;
.,, b. 14 (fourteen) days prior to the general meeting of shareholders of Bank employees in writing.
.,, (2) specifically for the Bank Of the people that its assets are less than $2,000 10.000.000.000 (ten billion rupiah), the announcement referred to in subsection (1) may be made by other means.
Section 3.,, (1) the draft Merger as referred to in article 13 the following concept of deed of Merger, the obligatory submitted to the general meeting of shareholders of each Bank.
.,, (2) the concept of the Merger Deed has got the approval of the general meeting of shareholders referred to in subsection (1), poured in the deed of Merger that is made before a notary in the language of Indonesia.
Article 16.,, (1) After obtaining the approval of the general meeting of shareholders, the Board of Directors to merge each Bank simultaneously apply for permission for the Merger to Bank Indonesia with copy to the Minister of Justice.
.,, (2) a petition for permission for the Merger referred to in subsection (1), attach a Deed filed with the change of Statutes with the deed of Merger.
.,, (3) the consent or refusal of consent solicitation Merger referred to in subsection (1), provided by Bank Indonesia in writing within 30 (thirty) days since the application was received in full.
.,, (4) if within the time limit referred to in paragraph (3) of Bank Indonesia is not given a response to the petition for permission for the Merger, the Bank Indonesia has approved the petition considered izn Merger.
.,, (5) in the case of the petition is denied, then the refusal must be notified to the applicant in writing, with the reason.
.,, (6) copies of the approval referred to in subsection (3) is submitted to the Minister of Justice.
Article 17.,, (1) in the event of changes to the articles of Association of the Bank Merger requires the approval of the Minister of Justice, then along with the filing of the petition for permission for the Merger to the Board of Directors of Bank Indonesia, Bank Merger apply for approval of changes to the articles of Association to the Minister of Justice.
.,, (2) the Application referred to in subsection (1), submitted in writing by attaching:.,, a. deed of change of articles of Association; and b. the Merger Deed.
.,, (3) the Minister of Justice can only give approval of changes to the articles of Association of the Bank Merger after obtaining permission from a Bank Merger effluent Indonesia.
.,, (4) the approval of the Minister of Justice upon the application referred to in subsection (1), be provided in writing within 14 (fourteen) days after getting permission for the Merger of Bank Indonesia.
.,, (5) in the case of the petition is denied, then the refusal must be notified to the applicant in writing along with the reasons.
Article 18 within thirty (30) days from the change of the articles of Association Deed obtained approval from the Minister of Justice, the Board of Directors of the Bank Merger is obligated to register the deed of change of articles of Association in a list of companies and announcing Additional Sheets in the Republic of Indonesia.

Section 19.,, (1) in the event of changes to the articles of Association of the Bank Merger does not require the approval of the Minister of Justice, then in a period of 14 (fourteen) days counted since the general meeting of shareholders, the Board of Directors of the Bank Merger is obligated to report the deed of Merger and change of the articles of the Act to the Minister of Justice.
.,, (2) the Minister of Justice can only be issued a letter of acceptance report referred to in subsection (1), after getting permission for the Merger of Bank Indonesia.
.,, (3) the directors of a Bank Merger within a period of not longer than 30 (thirty) days counted since the acceptance of the report by the Minister of Justice mentioned in paragraph (2), the compulsory register and the deed of Merger deed of change of articles of Association in a list of companies, as well as Additional News announced in the country.
Article 20.,, (1) if the Merger is carried out in accordance with the provisions referred to in article 17, the Bank that combines self disbanded by law, accounting for from the date of the approval of the Minister of Justice upon the change of the articles of Association.
.,, (2) if the Merger is carried out in accordance with the provisions referred to in article 19, the Bank that combines self disbanded by law, accounting for from the date of registration of the Merger Deed and deed of change of articles of Association of the company in the list.
.,, (3) the Bank has the legal form of a limited liability company, in addition to the enactment of the Merger and dissolution of the Bank which combines the self comes into force from the date of approval of the accounts for the change of the articles of Association of the Bank Merger from the competent authority in accordance with the legislation in force.
Clause 21.,, (1) Calculated from the date of the signing of the general meeting of shareholders upon the Merger Deed as referred to in article 15 paragraph (2), the Board of Directors of the Bank which combines the self cannot do the deeds of the law relating to the assets of the Bank in question, except in the framework of the implementation of the Merger.
.,, (2) breach of the provisions referred to in subsection (1) is the responsibility of the Board of Directors of the banks concerned.
Section 22.,, (1) the directors of a Bank Merger is obligated to announce Merger in 2 (two) daily newspapers that the vast berperedaran at least thirty (30) days counted from the date of the enactment of the Merger.
.,, (2) specifically for the Bank Of the people that its assets are less than $2,000 10.000.000.000 (ten billion rupiah), the announcement referred to in subsection (1) may be made by other means.
CHAPTER IV PROCEDURES Article 23., CONSOLIDATION, (1) the provisions as referred to in article 11, article 12, article 13 and Article 14, article 15 and article 22 applies also to the consolidation of the Bank.
.,, (2) Consolidation Act made as referred to in article 15, paragraph (2) be the basis of making the deed of establishment of the Bank's Consolidated results.
Pasal 24.,, (1) in conjunction with the filing of a permit Consolidation to Bank Indonesia, the Bank's Consolidated results the Board of Directors is obligated to apply for approval of the deed of establishment of the Bank's Consolidated results to the Minister of Justice with a copy to Bank Indonesia.
.,, (2) the application for the permit Consolidation referred to in paragraph (1), filed with the attach:.,, a. deed of Establishment the Bank Consolidated results;

b. Certificate of consolidation.
Article 25.,, (1) the Minister of Justice can only give approval of the application for Certificate of endorsement of the establishment of Bank Consolidation results after first obtaining the permission of the consolidation of Bank Indonesia.
.,, (2) the approval of the Minister of Justice upon the endorsement of the application referred to in subsection (1), provided for a period of 14 (fourteen) days after getting the permit Consolidation of Bank Indonesia.
.,, (3) if within the time limit referred to in subsection (2) the Minister of Justice did not provide a response to the petition for endorsement, then the Minister of Justice is supposed to have approved the petition of the attestation question.
.,, (4) in case the application for confirmation is denied, then the refusal must be notified to the applicant in writing, with the reason.
Article 26 within a period of not longer than 30 (thirty) days since the Bank's Establishment Deed results Consolidation gain approval the Minister of Justice, the Board of Directors of the Bank to consolidate the results of mandatory Establishment Deed register Bank Consolidation results in a list of companies and announcing Additional Republic in Indonesia.

Article 27 the Bank dissolved themselves scatter uncountable since the deed of establishment of Bank Consolidation results passed by the Minister of Justice.

Article 28.,, (1) Calculated from the date of signing of the Act of consolidation, the Bank's Board of Directors and dispersed themselves banned from doing the law relating to Bank assets is concerned, except as necessary in the framework of the implementation of consolidation.
.,, (2) breach of the provisions referred to in subsection (1), it is the responsibility of the Board of Directors of the banks concerned.
Chapter V ACQUISITION PROCEDURES Article 29.,, (1) the parties will acquire conveys to do Acquisitions to the Board of Directors of the Bank will be acquired.
.,, (2) the Board of Directors of the Bank will be acquired and the acquiring party each draw up a proposal for a potential acquisition.
.,, (3) the proposal referred to in subsection (1), each of the mandatory approval of the Bank Commissioner will be acquired and the acquiring or similar institutions from acquiring with load at a minimum:.,,.,, a. the name and seat of the Bank as well as other legal entities, or the identity of the individual who conducted the acquisition;
.,, b. rationale and explanation of each of the Bank's Executive Board of Directors of legal entities or individuals that do Acquisitions;

.,, c. balance sheet, profit loss calculations that include three (3) years of the last book, especially the annual calculation of the last fiscal year from banks and other legal entities that conduct Acquisition;
.,, d. stock conversion procedures of each party who did the Acquisition if the Acquisition payments done with stock; e. draft changes to the articles of Association of the Bank acquisition results;

f. number of shares will be acquired;

g. funding readiness;

h. how the settlement rights of minority shareholders;

i. how the completion status of the employees of the Bank will be acquired;

j. estimates of the period of execution of the acquisition.
Article 30 of the proposal referred to in Article 29 is to draw up the draft drawn up jointly between the acquisition of the Board of Directors of the Bank will be acquired with other parties that will be acquired.

Article 31 of the draft Acquisition referred to in article 30 at the least contain the things that are listed in the proposed Acquisition plan as referred to in article 29.

Article 32.,, (1) prior to the calling of the general meeting of shareholders of each Bank, the Board of Directors is obliged to declare the summary Draft Acquisition no later than:.,,.,, a. thirty (30) days prior to the general meeting of shareholders in 2 (two) daily newspapers are berperedaran large;
.,, b. 14 (fourteen) days prior to the general meeting of shareholders of Bank employees in writing.
.,, (2) specifically for the Bank Of the people that its assets are less than $2,000 10.000.000.000 (ten billion rupiah), the announcement referred to in subsection (1) may be made by other means.
Article 33 of the draft Acquisition follows the concept of a compulsory acquisition of the Certificate of approval: a. the general meeting of shareholders of the Bank will be acquired; and b. the parties will conduct the acquisition.

Article 34 of the draft Acquisition follows the concept of deed of Acquisition that have been approved as stipulated in article 33 is poured in the deed of acquisition.

Article 35 the provisions referred to in article 16, article 17, article 18 and article 19 and article 22 applies to acquisitions.

Article 36 (1) the acquisition of the Bank took effect from the date of the signing of the deed of acquisition.
.,, (2) the deed of Acquisition is made and signed after the acquisition of Bank Indonesia permit.
CHAPTER VI OBJECTED to mergers, CONSOLIDATIONS and ACQUISITIONS the BANK Article 37.,, (1) creditors and minority shareholders may file objections to the Bank no later than 7 (seven) days prior to the calling of the general meeting of shareholders which will disconnect regarding plans for mergers, Consolidations and acquisitions that have been poured in the Draft.
., (2) If, within the period referred to in subsection (1) creditors and minority shareholders are not filed an objection, then the creditors and minority shareholders considered approving mergers, consolidation and acquisition.
.,, (3) objections of creditors and minority shareholders referred to in subsection (1), presented in the general meeting of shareholders in order to get a settlement.
.,, (4) during the completions as mentioned in subsection (3) has not been reached, then the Merger, consolidation and Acquisition could not be implemented.
CHAPTER VII miscellaneous PROVISIONS Article 38.,, (1) in carrying out its work in the framework of consolidation, mergers, and acquisitions, the directors acted solely for the benefit of the Bank.
.,, (2) in the event of a conflict of interest between the Bank and the Board of Directors, then the Board of Directors is obligated to disclose it in the proposed plan and the draft Merger, consolidation and acquisition.
.,, (3) the provisions referred to in subsection (1) and paragraph (2) apply also to the Commissioner.
Article 39 the terms and procedures for mergers, Consolidations and acquisitions have not been provided for in this Regulation, the regulated further by the leadership of the Bank Indonesia.

Article 40.,, (1) the acquisition of a Bank which is done without first obtaining the permission of the Chief of the Bank Indonesia as referred to in article 4 is declared invalid, and the party that does the acquisition of prohibited conduct acts as a Bank shareholder.
.,, (2) the relevant Bank and or give rights as shareholders to the acquisition in question.
.,, (3) violation of the provisions referred to in subsection (2), an administrative sanction imposed by the Bank Indonesia stipulated in article 52 paragraph (2) of Act No. 7 of 1992 about Banking as amended by Act No. 10 of 1998.
CHAPTER VIII TRANSITIONAL PROVISIONS of article 41 of the Bank at the moment of starting the enactment of government regulation has been:.,, a. has the approval of the principle of Merger or Consolidation of the Minister of finance; or, b.., apply for approval of deed of change of articles of Association to the Minister of Justice and yet gain approval; or, c.., obtaining approval of deed of change of articles of Association of the Ministry of Justice, is obligated to obtain permission for the Merger or Consolidation of Bank Indonesia pursuant to this Regulation.
Article 42 at the time this Regulation comes into force, all the rules relating to implementation of the Merger, consolidation and acquisition of Banks still remain in force throughout does not conflict and has not been repealed or replaced based on government regulations.

CHAPTER IX PROVISIONS COVER Article 43 Banks in the form of law the company Open this government regulation is applicable, unless it is regulated in the applicable legislation in the field of capital market.

Article 44 the provisions in this Regulation is fully applicable to the immaterial Bank limited liability company all not contrary to legislation in force in the field of Cooperatives and companies of the region.

Article 45 further Provisions for the implementation of this Regulation are set by Bank Indonesia.

Article 46 of this Regulation comes into force from the date of promulgation.

In order to make everyone aware of it, ordered the enactment of this Regulation with its placement in the State Gazette of the Republic of Indonesia.

.,, Set in Jakarta on 7 May 1999 the PRESIDENT of the Republic of INDONESIA, BACHARUDDIN JUSUF HABIBIE Enacted in Jakarta on May 7, 1999 MINISTER of STATE SECRETARY of STATE of the REPUBLIC of INDONESIA, AKBAR TANDJUNG STATE GAZETTE EXTRA RI No. 3840 (explanation of the 1999 State Gazette Number 61) EXPLANATION of GOVERNMENT REGULATION of the REPUBLIC of INDONESIA NUMBER 28 in 1999 ABOUT mergers, CONSOLIDATION and ACQUISITION of PUBLIC BANK. , Banking has a strategic role because the main function penghimpun as banking and retailer Community Fund in order to support the national economy. In the life of an increasingly open economy and fast-growing banking services, it takes an increasingly broad, good quality.
.,, With respect to the matter required a healthy banking system, efficient and able to compete in the era of globalization and free trade. For that banking need to be encouraged to strengthen itself through various efforts, including mergers, Acquisitions and Consolidation. The synergy between the two banks or more could occur resulting from mergers and consolidation, so expect strong banks appear with better performance.
., As well, the acquisition of the bank can support the creation of a healthy banking system and efficient through the influx of investors who have strong capital.
., Consolidation, Merger, and acquisition, which in law No. 1 year 1995 concerning limited liability company called with the merger, takeover, melting and in general have been arranged both in the law on limited liability companies as well as in the implementation of the regulation, i.e. the Government Regulation Number 27 in 1998 about the merger, Takeover, and Smelting limited liability company. In the Government regulations in question opened the possibility of the enactment of special provisions set about merging, foundries, and takeovers to specific areas, such as banking and the capital market. This was confirmed by Act No. 7 of 1992 about Banking as amended by Act No. 10 of 1998 which establishes the necessity of setting a Merger, consolidation and acquisition of Banks in government regulation.
.,, Settings regarding mergers, consolidation and acquisition of Banks in government regulations is intended to provide more legal certainty and ease for banks that will do mergers, Consolidations and acquisitions.

The SAKE ARTICLE ARTICLE article 1, article 2, quite clearly, the letter a, letter b, pretty clear.,, which is included in the notion of assets and liability of the Bank through the entire rights and obligations of the Bank are recorded in the balance sheet as well as in the administrative account.

Article 3, letter a, letter b, clear enough, clear enough, Letter c.,, is a special body which is temporary in order to Bank banking is specialized agencies referred to in Article 37A Act No. 7 of 1992 about Banking as amended by Act No. 10 of 1998.

Article 4, paragraph (1) and paragraph (2), permit, in any Merger, consolidation and acquisitions, Bank Indonesia will assess whether the implementation of the Merger, consolidation and acquisition: a. can push the performance of banks and national banking system;.,, b. does not cause the concentration of economic power on 1 (one) person or group in the form of a monopoly to the detriment of the community; c. will not adversely affect the customer's Bank.

Article 5, letter a., of Bank Interests, in this case, among others, that the Merger, Consolidation or acquisition undertaken in order to improve health and or capital Bank.

The interests of the creditors in this case concerning a refund against the creditor in question, including the storage of customer funds.

The interests of minority shareholders was the right of minority shareholders to sell their shares to the Bank at a reasonable price.


The interests of Bank employees is the rights of the employees of the Bank in accordance with the provisions in the field of employment. The letter b., pretty clear, article 6, paragraph (1), quite obviously, subsection (2), quite obviously, subsection (3), it is pretty clear, article 7, paragraph (1), To the Bank in the form of cooperatives, the law is a kind of meeting is a meeting of members. Subsection (2), quite obviously, subsection (3), article 8, clear enough, clear enough, article 9, paragraph (1), Acquisition, the Bank referred to in article this is the Acquisition is done either directly or through the stock exchange, and is done by both the citizens of Indonesia and Indonesia or legal entities, as well as by foreign citizens and legal entities or foreign.

The acquisition was done through the stock exchange in practice can also be done with the intent to have the Bank management and influence. Against parties such as these need to be given equal treatment with those who did the Acquisition directly. Subsection (2), quite obviously, subsection (3), article 10, is clear enough, clear enough, article 11, paragraph (1), is, quite obviously, subsection (2), the letter a, letter b, clear enough, clear enough, Letter c, letter d, quite clearly, the basic Budget changes, the draft in this respect are required as part of the proposed Merger also results in changes to the budget base. The letter e, letter f, clear enough, clear enough, article 12, Article 13 clearly, simply,, subsection (1), quite obviously, subsection (2), quite obviously, subsection (3), clause 14 is quite clear., paragraph (1),, the announcement here is meant to give an opportunity to the parties concerned to know the existence of the plan of Merger, consolidation and acquisition.

If there are parties who feel aggrieved if the significance of the plan is implemented, then the parties may file objections in order to defend his interests. Subsection (2), is another way in this article for example by placing an announcement on the Bulletin Board from Office districts and in the Office of the Bank Of the people concerned.

Article 15, paragraph (1), the concept of the deed of Merger containing the subject matter content of all matters contained in the draft of the Merger. Paragraph (2).,, is quite clear, article 16, paragraph (1), To the Bank in the form of law other than a limited company, the effluent permit application for the Merger was delivered to the establishments authorized to approve changes to the articles of Association in accordance with the legislation in force. Subsection (2), quite obviously, subsection (3), quite obviously, subsection (4), quite obviously, subsection (5), quite obviously, subsection (6), it is pretty clear, article 17, paragraph (1), To the Bank in the form of law other than a limited company, the effluent permit application for the Merger was delivered to the establishments authorized to approve changes to the articles of Association in accordance with the legislation in force. Subsection (2), quite obviously, subsection (3), quite obviously, subsection (4), quite obviously, subsection (5), Article is quite clear, 18.,, is a "List" is a list referred to in Act No. 3 in 1982 about a mandatory list of companies.

Article 19, paragraph (1), quite obviously, subsection (2), quite obviously, subsection (3), it is pretty clear, article 20, paragraph (1), quite obviously, subsection (2), quite obviously, subsection (3), clear Enough, chapter 21, paragraph (1), legal action relating to Bank assets, among others, sell, assign, rent, guarantee, eliminating assets and give you credit.

This provision does not limit the authority of the Directors to do the deeds of the law which are necessary in order to run business activities brought together and put the funds approved by the general meeting of shareholders. Subsection (2), clearly Enough, section 22, paragraph (1),, the announcement here is meant to give an opportunity to the parties concerned to find out that there has been a Merger, consolidation and acquisition. Subsection (2), is another way in this article for example, by placing an announcement on the Bulletin Board from Office districts and in the Office of the Bank Of the people concerned.

Article 23, paragraph (1), quite obviously, subsection (2), section 24, is quite clear., paragraph (1), quite obviously, subsection (2), Article is quite clear, 25, paragraph (1), quite obviously, subsection (2), quite obviously, subsection (3).,, is quite clear (4 Verse clear enough., 26.,, article, quite clearly, article 27, Article 28. Quite clearly, subsection (1), legal action relating to Bank assets, among others, sell, assign, abolish lease assets, guarantee, and give you credit.

This provision does not limit the authority of the Directors to do the deeds of the law which are necessary in order to run business activities brought together and put the funds approved by the general meeting of shareholders. Subsection (2), it is pretty clear the article 29., paragraph (1), the definition of "party" in this case can be a company, a legal entity to another who is not a company, or individual. Subsection (2), To the Bank in the form of a limited liability company, the provisions regarding the Acquisition procedure in this case is a further elaboration of the provisions of article 103 paragraph (3), subsection (4) and paragraph (5) of law No. 1 year 1995 concerning limited liability company, i.e. the acquisition made by the Board of Directors of the Bank, involving either the acquired or acquiring. Paragraph (3), the letter a, the definition of "identity" at the very least is the full name, place and date of birth, occupation, place of residence and the nationality of the person concerned. The letter b, Letter c, clear enough, clear enough, the letter d., quite clearly, the letter e, the base of the Budget changes, the draft in this respect are required as part of the proposed Acquisition in the Basic Budget changes. The letter f., quite clearly, the letter g, letter h, clear enough, clear enough, the letter i., quite clearly, j.,, is quite clear, article 30, article 31 clearly Enough, clear enough, Article 32, paragraph (1), quite obviously, subsection (2), Article 33, clear enough, clear enough, Article 34, Article 35 is pretty obvious, pretty clear, Article 36, paragraph (1), quite obviously, subsection (2), Article 37 is clear enough. , A, subsection (1), quite obviously, subsection (2), quite obviously, subsection (3), the notion of settlement in this case did not have to mean the repayment of debt at once, but can also be an agreement on the resolution of the objection of creditors and minority shareholders. Subsection (4), Article 38, pretty clear., paragraph (1), quite obviously, subsection (2), quite obviously, subsection (3), Article 39, clear enough, clear enough, article 40, paragraph (1), the name of the party that do Acquisitions without first obtaining the permission of the leadership of the Bank Indonesia cannot be recorded in the list of shareholders of the Bank. Subsection (2), the rights of shareholders as referred to in this paragraph, among others, is to attend and vote in the general meeting of shareholders, as well as the right to obtain dividends. Paragraph (3), Article 41, clear enough, clear enough, Article 42, Article 43, clear enough, clear enough, Article 44, Article 45, is clear enough, clear enough, Article 46.,, is quite clear