Government Regulation Number 27 1998

Original Language Title: Peraturan Pemerintah Nomor 27 Tahun 1998

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PP 27-1998. doc GOVERNMENT REGULATION of REPUBLIC of INDONESIA NUMBER 27 in 1998 ABOUT the merger, TAKEOVER, and SMELTING LIMITED LIABILITY COMPANY PRESIDENT Republic of INDONESIA, Considering: a. that in order the construction and business development in order to be able to face the current economic globalization, need created a healthy business climate and efficiently; b. that to create a healthy business climate and efficiently among others a merger, takeover, or smelting company limited; c. that the merger, takeover, and smelting limited liability company must remain attentive to the interests of the company, shareholders, third parties, the company's employees, and the community; d. that based on considerations such as in point a, b, and c as well as the implementation of law No. 1 year 1995 concerning limited liability company, needs to be assigned Government regulations about the merger, Takeover, and Smelting limited liability company; Remember: 1. Article 5 paragraph (2) of the Constitution of 1945; 2. Law No. 1 year 1995 concerning limited liability companies (State Gazette No. 13 in 1995, an additional State Gazette Number 3587); Decide: Define: GOVERNMENT REGULATIONS ABOUT The Merger, TAKEOVER, And SMELTING LIMITED LIABILITY COMPANY.

CHAPTER I GENERAL PROVISIONS article 1 In this Regulation the definition: 1. The merger is legal deeds committed by one or more of the company, to merge with another company that has been around and the next company that incorporates itself to be disbanded. 2. Melting is the Act of the law committed by two or more of the company to immerse himself in form one new company and each company who immerse themselves into scatter. 3. The takeover law is carried out by a legal entity or individual person for taking either all or most of the shares of the company which can lead to beralihnya control of the company. 4. The Minister is the Minister of Justice of the Republic of Indonesia. Article 2 of the Merger and melting as set forth in a government regulation is done without holding a liquidation first. Article 3 Merger and melting is done without liquidation as stipulated in article 2 resulting in: a. shareholders who join themselves or who immerse themselves into the company's shareholders accept the merger or company results of smelting; and b. the company's assets and liabilities may merge or immerse yourself, switch because the law to the company that received the merger or company result of fusion. CHAPTER II the terms of the merger, FUSION, and TAKEOVER of article 4 (1) Merger, fusion, and the takeover can only be done with attention to: a. the interests of minority shareholders, the company, and employees of the company are bersangkuatn; b. the interests of society and the healthy competition in doing business. (2) Merger, fusion, and the takeover does not reduce the rights of minority shareholders to sell their shares at a reasonable price. (3) shareholders who did not agree to the decision of the general meeting of shareholders regarding the merger, fusion, and the takeover can only use its right so that its own shares purchased at a reasonable price in accordance with the provisions of article 55 law No. 1 year 1995 concerning limited liability company. (4) the exercise of the rights referred to in subsection (3) does not stop the process of the implementation of the merger, takeover, and foundries. Article 5 the merger, fusion, and the takeover should also pay attention to the interests of creditors. Article 6 (1) a merger, takeover, and the melting is only possible with the approval of the general meeting of shareholders. (2) Merger, fusion, and the takeover was done based on the decision of the general meeting of shareholders attended by shareholders representing at least 3/4 (three-fourths) part of the total number of shares with voting rights of legitimate and approved at least 3/4 (three-fourths) part of the number of votes. (3) For the company's Open, in which case the requirement referred to in subsection (2) is not achieved then the terms kehadirn and decision making are defined in accordance with the laws and regulations in the capital market. CHAPTER III PROCEDURES for the merger, FUSION, and the TAKEOVER of the first part of the incorporation of article 7 (1) the Board of Directors of the company who shall join themselves and accept the incorporation of each draw up a proposal for a merger. (2) the proposal referred to in subsection (1) a mandatory approval of Commissioner and at least contain: a. the name and seat of the company that will do the merge; b. rationale and explanation of each of the Directors of the company that will do the merge and the requirements of incorporation; c. procedures for the conversion of shares of each company that will do the merging company's shares against the merger; d. the draft changes to the articles of Association of the company merger; e. balance sheet, profit loss calculations that include three (3) years of the last book of all of the company that will do the merge; and f. the things that need to be known by the respective shareholders of the company, among other things: 1) balance sheet proforma company 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 company that can be gained from the merger based on the results of the expert assessment of yag is independent; 2) ways of settlement the status of the company's employees will join themselves; 3) method of settlement of the company's rights and obligations to a third party; 4) method of settlement rights of shareholders who do not consent to the incorporation of the company; 5) arrangement, the salary and benefits for directors and Commissioners of the company merger; 6) estimates a period of execution of the merger; 7) reports on the State and operations of the company as well as the results that have been achieved; the main activities of the company) and changes during the fiscal year in progress; 9) details the problems arising during the fiscal year in progress that affects the activity of the company; 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 8 in the event that the company is going to do a merger in a single group or between groups, the proposed merger plan to load balance sheet consolidated proforma balance sheet of the company and the results of the merge. Article 9 of the proposal referred to in article 7 and article 8 is to draw up a draft of Incorporation drafted jointly by the Directors of the company that will do the merge. Article 10 of the draft referred to in article 9 at least contain things that are listed in the proposed merger plan as referred to in article 7 and article 8. Article 11 in addition to the matters referred to in article 10 of the draft Merger must contain the affirmation of the company that will accept a merger concerning the acceptance of the transition of all rights and obligations of the company which would combine themselves. Chapter 12 Summary on the draft Merger as referred to in article 10 obliged announced by the Board of directors within 2 (two) daily newspapers as well as announced in writing to the employee of the company that will do the merge at least 14 (fourteen) days prior to the calling of the general meeting of shareholders of each company. Article 13 (1) of the draft Merger as referred to in article 10 follows the concept of mandatory Merger Deed requested approval to the general meeting of shareholders of each company. (2) the concept of a deed of Incorporation which has got the approval of the general meeting of shareholders referred to in subsection (1) the deed of merger that poured in were made before a notary public in the language of Indonesia. Article 14 (1) if the company's merger is done by holding the base Budget changes as referred to in article 15 paragraph (2) of Act No. 1 of 1995, then the merger will take effect from the date of approval of the change of the articles of Association by the Minister. (2) if the company's merger is done with Basic Budget accompanied by a change that does not require the approval of the Minister, then the merger will take effect from the date of registration of the deed of incorporation and certificate of change


The articles of the company in the list. (3) if the company's merger is done without any changes to the articles of Association, then the merger will take effect from the date of the signing of the deed of Incorporation. Article 15 (1) in the event of the merger of the company are conducted in accordance with the provisions referred to in Article 14 paragraph (1), then the company's Board of Directors will receive a mandatory merger deed of consent to apply the changes to the articles of Association to the Minister and to register on the list of companies as well as Additional News announced in the Republic of Indonesia after obtaining approval from the Minister. (2) in the event of the merger of the company are conducted in accordance with the provisions referred to in Article 14 paragraph (2), then the company's Board of Directors will receive a mandatory merger deed of Incorporation of the company and report the deed of changes of the articles of Association to the Minister and to register on the list of companies as well as Additional News announced in the Republic of Indonesia. Article 16 (1) the application for approval as stipulated in article 15 paragraph (1), submitted in writing to the Minister by attaching a deed of change of articles of Association and its deed of Incorporation. (2) the consent referred to in subsection (1) is given in writing within sixty (60) days after the application is received. (3) in the case of the petition is denied, then the refusal notified to the applicant in writing along with the reasons within the period referred to in subsection (2). Article 17 the application for approval of changes to the articles of association or the deed of incorporation of the company report submission and deed of change of articles of Association of the company as stipulated in article 15, carried out for a period of at least 14 (fourteen) days counted since the decision of the general meeting of shareholders. Article 18 (1) in a merger of the company are conducted in accordance with the provisions referred to in Article 14 paragraph (1), then the company that combines self broke up, accounting for from the date of the approval of the Minister over changes to the articles of Association. (2) if the merger is carried out in accordance with the provisions referred to in Article 14 paragraph (2), then the company that combines self broke up, accounting for from the date of registration of the deed of incorporation and deed of change of articles of Association of the company in a list of companies. (3) if the merger is carried out in accordance with the provisions referred to in Article 14 paragraph (3) then the company that combines self disbanded, as of the date of the signing of the deed of incorporation of ever since. Article 19 (1) from the date of the signing of the deed of Incorporation as stipulated in article 13 paragraph (2), the Board of Directors of the company who join themselves cannot do the deeds of the law, except as necessary in the framework of the implementation of the merger. (2) violation of the provisions referred to in subsection (1) is the responsibility of the Board of Directors of the company are concerned. The second part of Fusion article 20 Provisions as stipulated in article 7, article 8, article 9, article 10, article 11, article 12, and article 13 apply also to legal deeds foundries. Article 21 (1) the founder of the company is the company's smelting results will immerse themselves. (2) the shareholders of the company to be established as mentioned in subsection (1) are the shareholders of the company that will immerse themselves. (3) the company's Wealth to be established as mentioned in subsection (1) is the entire wealth of the company that will immerse themselves. Section 22 (1) of the Act of Melting made in accordance with the provisions referred to in Article 13 paragraph (2) be the basis of making the deed of establishment of the company is the result of fusion. (2) the Board of Directors of the company who immerse themselves obliged to apply for the endorsement of the company's Establishment Deed smelting results to the Minister within at least 14 (fourteen) days counted from the date of the decision of the general meeting of shareholders and register in the list of companies as well as Additional News announced in the Republic of Indonesia, after receiving the endorsement of the Minister. (3) the application for endorsement of the deed of Establishment referred to in subsection (2) is filed in writing to the Minister by attaching the deed of Smelting. (4) the Minister providing endorsement against the application referred to in subsection (3) within sixty (60) days after the application is received. (5) in the case of the petition is denied, then the refusal must be notified to the applicant in writing along with the reasons within the period referred to in subsection (4). Article 23 the company dissolved themselves disbanded as of the date of the deed of establishment of the company since the results of smelting is endorsed by the Ministers. Article 24 (1) from the date of the signing of the deed of Melting as stipulated in article 22, the company's Board of Directors and dispersed themselves banned from doing the law except as necessary in the framework of the implementation of the fusion. (2) violation of the provisions referred to in subsection (1) is the responsibility of the Board of Directors of the company are concerned. Article 25 Against legal deeds done before the deed of Establishment of the company's smelting results confirmed the Minister, apply the provisions referred to in article 11 Law No. 1 year 1995 concerning limited liability company. The third part Takeover of article 26 (1) the parties will be taking to convey intent and to perform the takeover to the Board of Directors of the company who will be diambilalih. (2) the Board of Directors of the company who will be diambilalih and the party will be taking each draw up a proposal for a takeover plan. (3) the proposal referred to in subsection (1) of each of the mandatory approval of the company's Commissioners who will diambilalih or similar institutions from the party will be taking, with load at a minimum: a. the name and seat of the company as well as other legal entities, or the identity of those individuals who did the takeover; b. rationale and an explanation of each of the company's Board of Directors, Trustees, or the legal entity, the individual who did the takeover; c. annual reports the annual calculation of the year especially the last book from the company and other legal entities that conduct the takeover; d. procedures for the conversion of shares of each company that did the takeover when payment is done with the takeover of the shares; e. draft changes to the articles of Association of the company the results of the takeover; f. the number of shares that will be diambilalih; g. funding readiness; proforma combined balance sheet. the company after the takeover, arranged 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 company based on the results of an independent expert assessment; i. how the settlement rights of shareholders who do not agree to the takeover of the company; j. how completion status of the employees of the company who will diambilalih; k. estimate of the implementation period of the takeover. Article 27 the proposals referred to in Article 26 is the material for the preparation of the draft Takeover arranged along between the Board of Directors of the company who will be diambilalih with the party that will be taking. Article 28 of the draft as mentioned in article 27 to at least contain the things that are listed in the proposed takeover plan as referred to in article 26. Article 29 of the draft summary of the takeover as stipulated in article 27 mandatory announced by the Board of directors within 2 (two) daily newspapers as well as notified in writing to the employee of the company that does the takeover of at least 14 (fourteen) days prior to the calling of the general meeting of shareholders of each company.

Article 30 of the draft mandatory Takeover approval of the company's general meeting of shareholders that will be diambilalih and will be taking or similar institutions from the party will be taking. Article 31 (1) of the draft takeover approved as stipulated in article 30 is poured in the deed of the takeover. (2) the takeover Certificate referred to in subsection (1) is made before a notary in the language of Indonesia. Article 32 (1) when the takeovers were done by holding the base Budget changes as referred to in article 15 paragraph (2) of law No. 1 year 1995 concerning limited liability company, then the takeover took effect from the date of approval of the Statutes by the Minister. (2) if the takeovers are done with the basic Budget accompanied by a change that does not require the approval of the Minister, then the takeover took effect from the date of registration of the deed of Company Takeovers in the list. (3) if the takeovers do not result in a change of Statutes, then the takeover took effect from the date of the signing of the deed of the takeover. CHAPTER IV OBJECTIONS to the MERGER of FOUNDRIES, or TAKEOVERS of article 33 (1) the Board of Directors is obligated to deliver the letter noted the draft Merger, Fusion, and the takeover to all creditors at least thirty (30) days prior to the calling of the general meeting of shareholders. (2) a Creditor may file an objection to the company no later than 7 (seven) days prior to the calling of the general meeting of shareholders which will disconnect about the merger plan, or melting and the takeover has been poured in the Draft. (3) if within the period referred to in subsection (2) the creditor


do not file an objection, then the creditor is deemed to approve the merger, takeover, and foundries. (4) the objection of creditors referred to in paragraph (2) presented in the general meeting of shareholders in order to get a settlement. (5) during the completions as mentioned in paragraph (4) has not been reached, then the merger, fusion, and the takeover cannot be implemented. Chapter V MISCELLANEOUS PROVISIONS-other Article 34 (1) the Board of Directors of the company merger or the merger announced mandatory melting or smelting in 2 (two) daily newspapers at least 30 (thirty) days counted from the date of the enactment of the merging or fusion. (2) the provisions referred to in subsection (1) applies to the Board of Directors of the company who have a value of a certain wealth who did the takeover. (3) the value of the wealth of the company referred to in subsection (2) are defined with the Minister's decision. Article 35 (1) in carrying out its work in the framework of the merger, fusion, and the takeover of the Board of Directors, acting solely in the interest of the company. (2) in the event of a conflict of interest between the company and the Board of Directors, then the Board of Directors is obligated to disclose it in the proposed plan and the draft Merger, Takeover, and Foundries. (3) the provisions referred to in subsection (1) and paragraph (2) apply also to the Commissioner. CHAPTER VI CLOSING PROVISIONS Article 36 of this Regulation applies to mergers, takeovers, and foundries by not reducing other legislation which regulate in particular the merger, fusion, and takeovers. Article 37 of this Regulation comes into force on 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. Established in Jakarta on 24 February 1998 the PRESIDENT of the REPUBLIC of INDONESIA ttd. SUHARTO Enacted in Jakarta on 24 February 1998, the SECRETARY of STATE SECRETARY of STATE of the REPUBLIC of INDONESIA, ttd. STATE GAZETTE of REPUBLIC of INDONESIA MOERDIONO 1998 NUMBER 40 EXPLANATION of GOVERNMENT REGULATION of the REPUBLIC of INDONESIA NUMBER 27 in 1998 ABOUT the merger, FUSION, and the TAKEOVER of the PUBLIC LIMITED LIABILITY COMPANIES limited liability company Existence in the world of business and commerce is a very important and strategic to drive and steer the development activities in the field of Economics, especially in order to face the current globalization and liberalization of the world economy that is increasingly complex. Therefore, it should be attempted the creation of a healthy business climate and efficiently, so that's a pretty generous opportunity open for limited liability companies to grow and develop in a more dynamic in accordance with the development of the corporate world. Nevertheless the attempt of the creation of a healthy business climate and efficiently in order to realize that economic development must remain operational, refers to the principle of economic development based on the principle of family as mandated by article 33 of the Constitution of 1945. Based on the above reasoning, then attempt the creation of a healthy business climate and efficiently should not lead to the mastery of economic resources and the concentration of economic power in a particular group or groups. Therefore, the Act of merger (the merger), fusion (consolidated) and the takeover of a company (acquisitions) can push toward the occurrence of monopoly, monopsoni or fraudulent competition must be avoided early on, in other words the Act of incorporation, foundries, and takeovers should remain attentive to the interests of the company, shareholders, employees of the company, or community including third parties concerned. Although in law No. 1 year 1995 concerning limited liability company has been set regarding the principles relating to the deeds of the law of the merger, takeover, and smelting limited liability company, but the requirements and procedures for the process of the merger, fusion, and takeovers that are more detailed, ordered to be further regulated with a government regulation.

As for the material set forth in this Regulation include, requirements, ordinances, the making of the merger plan, smelting, and the takeover, the duty announced, notices to employees, things that should be contained in the draft merger, objections to the draft as well as filing a cancellation action against a merger, takeover, and smelting limited liability company. The SAKE ARTICLE ARTICLE Article 1 point 1 is pretty clear number 2 quite clearly the number 3 most Sense in this case includes well over 50% (fifty per hundred) and a certain number of which indicates that the amount is greater than the benefit of ownership of the shares of the other shareholders. For the company that will be diambilalih then the shares to be transferred is shares that have been issued including shares bought back by the company under the provisions of article 30 of law No. 1 year 1995 concerning limited liability company. As payment or reward, the company that will give the successor to shareholders of the company are diambilalih, such as: a. money and or; b. not money, which consists of: 1. objects or other wealth; 2. the shares that have been issued or new shares to be issued by the company that will be taking or another company. Number 4 is quite clearly article 2 article 3 sufficiently clear When applicable effective incorporation and smelting referred to in letter a and letter b is as set forth in article 2 and article 18 article 4 paragraph (1) sufficiently clear paragraph (2) sufficiently clear paragraph (3) with the affirmation of these terms then the rights of shareholders who do not agree are as set forth in article 55 law No. 1 year 1995 concerning limited liability company and not regulated in article 54 of the Act. This is because Article 55 the provisions that cater specifically for shareholders in certain events, amongst others in the event of a merger, takeover and foundries. Paragraph (4) the provisions of article 5 is quite clear this is an implementation of the principle of the law of treaties. Creditor in this case is the company's creditors will do a merger or dissolved themselves or to be taking and diambilalih. Article 6 sufficiently clear article 7 paragraph (1) sufficiently clear paragraph (2) letter a quite clear the letter b is quite clear the letter c quite clearly the letter d of the draft changes to the articles of Association, in this case only required as part of the proposed merger also results in changes to the budget base. The letter e is quite obviously the letter f is quite clear article 8 sufficiently clear article 9 Article 10 clearly Enough clear enough article 11 article 12 is pretty clear pretty obvious Article 13 paragraph (1) the concept of a deed of Incorporation contains the contents of all the things contained in the draft of the Merger. Paragraph (2) sufficiently clear Article 14 paragraph (1) sufficiently clear paragraph (2) the definition of "list of companies" is referred to in Act No. 3 in 1982 about a mandatory list of companies. Paragraph (3) sufficiently clear Article 3 sufficiently clear article 16 Article 17 is pretty clear pretty clear Article 18 article 19 clearly Quite clear enough article 20 Article 21 Paragraph is quite clear (1) sufficiently clear paragraph (2) sufficiently clear paragraph (3) the definition of "wealth" in this case is the entire property company listed at the Group's assets (assets) in the last balance sheet approved by the general meeting of shareholders. Article 22 Article 23 is quite clear clear enough Article 24 Article 25 is quite clear clear enough Article 26 subsection (1) the definition of "party" in this case can be a company, a legal entity to another who is not a company or individual person. Paragraph (2) as far as about the procedures, the provisions regarding takeover 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 takeover was done by involving the Board of Directors of the company will either diambilalih or successor. Paragraph (3) the letter a is the "identity" at the very least is the full name, place and date of birth, occupation, place of residence, and citizenship of the person concerned. The letter b is quite obviously the letter c quite clearly the letter d is quite obviously the letter e of the draft changes to the articles of Association in this case only required as part of the proposal when the takeover led to the existence of a Basic Budget changes. The letter f is quite obviously the letter g is quite obviously the letter h Letter i pretty clearly quite clear j clear enough k Letters quite clearly article 27 Article 28 is pretty clear pretty obvious Article 29 Article 30 Institutions quite clearly from similar legal entity is not a company in the conditions for example: meeting of members in the cooperative. Article 31 Article 32 is pretty clear pretty obvious Article 33 paragraph (1) this provision does not cover the possibility for Directors to tell creditors earlier delivering a proposed merger, takeover and foundries. At the time of submission of the Draft at the same time also noted the date of the invitation to the general meeting of shareholders. Paragraph (2) sufficiently clear paragraph (3) sufficiently clear paragraph (4) 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 settlement of the creditors objected. Paragraph (5) sufficiently clear Article 34


Paragraph (1) sufficiently clear paragraph (2) the announcement in this case was done by the successor. Paragraph (3) sufficiently clear Article 35 Article 36 is quite clear in principle against the deeds of the law within the framework of the merger and smelting company, as well as the applicable provisions of the takeovers in this Regulation, unless there are special provisions that regulate the company in accordance with the nature of its business and activities, such as legislation in the field of banking and capital markets. Article 37 is clear enough ADDITIONAL SHEETS of the REPUBLIC of INDONESIA NUMBER 3741

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