THE DEPARTMENT OF FINANCE OF THE REPUBLIC OF INDONESIA

CAPITAL MARKET AND FINANCIAL INSTITUTION SUPERVISORY BOARD

COPY OF
DECREE OF THE CHAIRMAN OF CAPITAL MARKET AND FINANCIAL INSTITUTION
SUPERVISORY BOARD

NUMBER: KEP-259/BL/2008
CONCERNING
TAKE OVER OF PUBLIC COMPANY

CHAIRMAN OF THE CAPITAL MARKET AND

FINANCIAL INSTITUTION SUPERVISORY BOARD,

Considering that : a. whereas in the framework of increasing the share

liquidity of the Public Company and providing
opportunity to the investors to access and or to own
shares in Public Company through Capital Market
which is in order, fair and efficient, it is necessary to
perfect the provisions regulating Take Over of Public
Company;

b. whereas in the framework of ensuring the

effectiveness of the implementation of Rule Number
IX.H.1 and preventing the occurrence of public loss
due to the violation to the mentioned rule, it is
considered necessary to determine a form of specific
sanction in the Rule Number IX.H.1;

c. whereas based on the consideration as referred to in

letter a and letter b, it is necessary to perfect the Rule
of Bapepam (Capital Market Supervisory Board)
Number IX.H.1, Attachment of Decree of the
Chairman of Bapepam Number: Kep-05/PM/2002

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 concerning the Take Over of Public Company by
enacting a new Decree of Chairman of Capital
Market and Financial Institution Supervisory Board;

Having in mind : 1. Law Number 8 of 1995 concerning Capital Market

(State Gazette of 1995 Number 64, Supplement of
State Gazette Number 3608);

2. Government Regulation Number 45 of 1995

concerning Implementation of Activities in Capital
Market Sector (State Gazette of 1995 Number 86,
Supplement of State Gazette Number 3617) as
amended by Government Regulation Number 12 of
2004 (State gazette of 2004 Number 27, Supplement
of State Gazette Number 4372);

3. Government Regulation Number 46 of 1995

concerning Examination in Capital Market Sector
(State Gazette of 1995 Number 87, Supplement of
State Gazette Number 3618);

4. Decree of the President of the Republic of Indonesia

Number 45/M of 2006;

DECIDING:

To determine that : DECREE OF CHAIRMAN OF CAPITAL MARKET AND FINANCIAL

INSTITUTION SUPERVISORY BOARD CONCERNING TAKE OVER OF
PUBLIC COMPANY

Article 1

Provisions concerning Take Over of Public Company are regulated in Rule Number IX.H.1 as
contained in the Attachment of this Decree.

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 Article 2

By the enactment of this Decree, the Decree of Chairman of Bapepam Number: Kep-
05/PM/2002 dated 3 April 2002 concerning Acquisition of Public Company is revoked and
declared as not applicable.

Article 3

This Decree is effective as of the date of its enactment.

So that everyone is aware, further orders that to announce this Decree and to place it in the
State Gazette of the Republic of Indonesia.

Enacted in : Jakarta
On : 30 June 2008
Chairman of Capital Market and Financial
Institution Supervisory Board
[signed]
A. Fuad Rahmany
NIP 060063058

Certified true copy

Head of General Affairs Section
[signed]
Prasetyo Wahyu Adi Suryo
NIP 060076008

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 ATTACHMENT
Decree of Chairman of Capital Market and
Financial Institution Supervisory Board
Number: Kep-259/BL/2008
Dated: 30 June 2008

RULE NUMBER IX.H.1: TAKE OVER OF PUBLIC COMPANY

1. Definitions in relation to this Rule:

a. Public Company is a Public Company or Company having undertaken Public

Offering of shares or other Equity Securities.

b. Party is individual, company, legal entity, joint enterprise, association, or

Organized Group.

c. Organized Group is Parties who have made plans, agreements or decisions

to cooperate in order to achieve certain objectives.

d. Controller of Public Company, which further shall be referred to as

Controller, is a Party having shares of more than 50% (fifty percent) of all
shares which have been fully paid, or a Party having capability to determine,
either directly or indirectly, by whatsoever means, management and/or
policy of Public Company.

e. Take Over of Public Company, which further shall be referred to as Take

Over, is an action, which either directly or indirectly, causes change to the
Controller of Public Company.

2. In the framework of Take Over, the new Controller must:

a. announce to public and deliver to Bapepam-LK on the occurrence of Take

Over no later than 2 (two) working days as of the occurrence of Take Over,
such information consists of:

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 1) all acquired shares and total amount of shareholding; and
2) identity of the relevant party consisting of name, address, telephone,
facsimile, type of business and purpose of control;

b. conduct Tender Offer for all the remaining shares of such Public Company,
except for:

1) shares owned by the Shareholder having undertaken Take Over

transaction with the new Controller of the Public Company;
2) shares owned by another Party having received offer with the same
terms and conditions from the new Controller of the Public
Company;
3) shares owned by another Party which at the same time is also
undertaking Tender Offer of the shares in the same Public Company;
4) shares owned by the Principal Shareholder; and
5) shares owned by another Controlling Party in such Public Company;

3. In case the implementation of Tender Offer based on this rule causes the shares
ownership by the new Controller to become more than 80% (eighty percent) of the
paid-up capital of the Public Company, then the said new Controller must re-
transfer such shares in the Public Company to the public so that the shares owned
by the public shall be at least 20% (twenty percent) of the paid-up capital of the
Public Company and shall be owned by at least 300 (three hundred) Parties within a
maximum period of 2 (two) years as of the implementation of the Tender Offer is
completed.

4. In case of the Take Over causes the new Controller to have shares in the Public
Company of more than 80% (eighty percent) of the paid-up capital of the Public
Company, then the said new Controller must re-transfer such shares in the Public
Company to the public with an amount of at least the same shares percentage as
that obtained in the implementation of Tender Offer and owned by at least 300
(three hundred) Parties within a maximum period of 2 (two) years.

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5. The obligation to transfer shares by the Controller as referred to in numbers 3 and 4
shall not apply if the Public Company, after the occurrence of the Take Over,
undertakes a corporate action causing the fulfillment of the requirements as
referred to in number 3 or number 4.

6. The implementation of Tender Offer as referred to in number 2 letter b shall

commence no later than the end of the 2nd (second) working day after the
occurrence of the Take Over and shall be implemented in accordance with the
provision in the Rule Number IX.F.1, except the provisions of numbers 16 and 20.
The implementation of Tender Offer shall commence by the delivery of
announcement text of Tender Offer plan to Bapepam-LK.

7. The candidate of new Controller conducting negotiation which may cause a Take
Over may deliver the information to the company to be acquired, Bapepam-LK and
the Stock Exchange where the shares of company to be acquired are listed, and
announce it to the public.

8. In case the candidate of the new Controller informs and announces the negotiation
as referred to in number 7, then each material development of the negotiation must
be regularly informed to the Party as referred to in number 7. Such information
delivery shall be conducted no later than the end of 2nd (second) working day on
which such development occurs.

9. The information delivered and announced as referred to in number 7 shall at least

consist of:

a. approximate numbers of shares and name of Public Company to be taken

over;
b. identity of the Acquirer, consisting of name, address, telephone, facsimile,
type of business and purpose of control;
c. method and process of the take over negotiation;
d. substance of take over negotiation.

10. In every Take Over, if the Principal Shareholder or Controller and the candidate of
controller make a contract or activity which causes:

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 a. use of resources of the company to be taken over in material amount;
b. change of contract or agreement made by the company to be taken over; or
c. change to the standard operational procedures of the Company to be taken
over;

where such matter contains Conflict of Interest between the Public Company to be
taken over and the shareholders and the Controlling Party or the Principal
Shareholder, it must follow the provision of Rule Number IX.E.1.

11. The implementation of Tender Offer must be commenced no later than 180 (one
hundred eighty) days as of the announcement as referred to in number 7.

12. The price of shares in Tender Offer in relation to a Take Over must be determined as
follows:

a. In case the Take Over is undertaken directly on the shares in Public

Company which are not listed and not traded on the Stock Exchange, the
execution price of Tender Offer shall be at least in the amount of the price
of Take Over that has been undertaken, or at least in the amount of a fair
price determined by the Appraiser. The highest price must be taken;

b. In case the Take Over is undertaken directly on the Shares in Public

Company which are listed and traded on the Stock Exchange, however
during 90 (ninety) days or more prior to the announcement as referred to in
number 2 letter a, or prior to the announcement of negotiation as referred
to in number 7, are not traded on the Stock Exchange or which trading is
being temporarily suspended by the Stock Exchange, then the execution
price of Tender Offer shall be at least in the amount of the average of
highest price of daily trading on the Stock Exchange within the last 12
(twelve) months counted backward from the last trading day, or the day of
temporary suspension of the trading, or the price of Take Over which has
been undertaken. The highest price must be taken;

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 c. In case the Take Over is undertaken directly on the shares of Public
Company which are listed and traded on the Stock Exchange, the execution
price of Tender Offer shall be at least in the amount of the average of the
highest price of daily trading on the Stock Exchange within the last 90
(ninety) days prior to the announcement as referred to in number 2 letter a,
or prior to the announcement of negotiation as referred to in number 7, or
the price of Take Over which has been undertaken. The higher price must
be taken;

d. In case the Take Over is undertaken indirectly on the shares of Public

Company which are not listed and not traded on the Stock Exchange, then
the execution price of Tender Offer shall be at least in the amount of the fair
price determined by the Appraiser;

e. In case the Take Over is undertaken indirectly on the shares of Public

Company which are listed and traded on the Stock Exchange, however
during 90 (ninety) days or more prior to the announcement as referred to in
number 2 letter a, or prior to the announcement of negotiation as referred
to in number 7, are not traded on the Stock Exchange or which trading is
being temporarily suspended by the Stock Exchange, then the execution
price of Tender Offer shall be at least in the amount of the average of the
highest price of daily trading on the Stock Exchange within the last 12
(twelve) months counted backward from the last trading day, or the day of
temporary suspension of the trading;

f. In case the Take Over is undertaken indirectly on the shares of Public

Company which are listed and traded on the Stock Exchange, then the
execution price of Tender Offer shall be at least in the amount of the
average highest price of daily trading on the Stock Exchange within the last
90 (ninety) days prior to the announcement as referred to in number 2 letter
a, or prior to the announcement of negotiation as referred to in number 7.

13. In case the commencement of the execution of Tender Offer passes the deadline of
180 (one hundred eighty) days, the period of price determination of the execution

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 as referred to in number 12 letter c and letter f above shall be adjusted following
the period of the execution of Tender Offer.

14. In case the execution price as referred to in number 13 is lower than the execution
price as referred to in number 12 letter c and letter f, the execution price of Tender
Offer shall be the execution price as referred to in number 12 letter c and letter f.

15. The provisions as referred to in number 2 shall not apply to the Take Over as a result
of:

a. marriage or inheritance;
b. purchase or obtaining of shares in Public Company within every 12 (twelve)
months, in an amount of maximum 10% (ten percent) of the total
marketable shares with valid voting right;
c. implementation of duties and authorities of government or state body or
institution based on Law;
d. direct purchase of shares owned and/or possessed by the government or
state body or institution as an implementation of the provision as referred to
in number 15 letter c;
e. decree or decision of the Court with permanent legal validity;
f. business merger, business separation, business consolidation or
implementation of liquidation of the shareholders;
g. grant constituting shares delivery without any agreement to obtain any
consideration in whatsoever forms;
h. certain debt security determined in a loan agreement, and debt security in
the framework of restructuring of the Company determined by Government
or state body or institution based on law;
i. obtaining of shares as implementation of Rule Number IX.D.1 and Rule
Number IX.D.4.
j. obtaining of shares due to implementation of policy of government or state
body or institution;
k. implementation of Tender Offer, if undertaken, shall be in conflict with the
laws and regulations;

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 l. obtaining of shares from implementation of Tender Offer based on Rule
Number IX.F.1 which is undertaken not as a fulfillment of obligation based
on this regulation.

16. The provision as referred to in number 2 shall not apply to a Take Over undertaken
indirectly through another Public Company, provided that such revenue
contribution of the Public Company to the other Public Company is less than 50%
(fifty percent) at the time of occurrence of Take Over based on the consolidated
financial statement of the other Public Company.

17. In case the Take Over as referred to in number 15 occurs, the Party who becomes
the new controller must provide information disclosure to the company to be
acquired, Bapepam-LK and the Stock Exchange, and shall announce to the public
no later than the end of the 2nd (second) working day as of the Take Over, which
amongst other things consists of:

a. identity;
b. such shares and share percentage before and after the Take Over, and
c. valid supporting evidence.

18. In case the Take Over occurs as referred to in number 15 letter d and letter h, then
besides the information as referred to in number 17, the Party who becomes the
new controller must also provide information disclosure on:

a. Affiliation relationship (if any);

b. Take Over reason; and
c. the plan of the acquiring Party toward the company to be taken over.

19. The information as referred to in number 8, number 9, number 17 and number 18

shall be announced to the public through 1 (one) daily newspaper in Indonesian
language having national circulation.

This obligation shall not apply to the Party who becomes the new controller as a
result of such matters referred to in number 15 letter a, letter b, letter e and letter f.

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20. Without prejudice to the application of the criminal provisions in Capital Market
sector, Bapepam-LK shall be authorized to impose any sanction to every Party
violating the provisions of this Rule as follows:

a. violation of the provision number 2 letter b, the sanction imposed will be:

1) cancellation of transaction and imposing the new controller to:

a) pay fine; and
b) return the shares or other Equity Securities to the Party who
is its counterpart in the transaction, and to pay
compensation for any loss incurred; or

2) fine and obligation to conduct Tender Offer.

b. violation to the provisions of number 2 letter a, number 8, number 17 and

number 18 shall be subject to administrative sanction in the form of fine of
Rp. 100,000,- (one hundred thousand Rupiah) of every day of delay in
delivering the said information.

c. violation to the provisions of number 12, number 13 and number 14 due to

the negligence of the acquiring Party, shall be subject to sanction to pay
compensation to the shareholders of the Public Company.

d. violation to the provisions as referred to in number 10 shall be subject to

cancellation of contract or cessation of activities as referred to in number 10
and shall be subject to fine.

e. violation of the provisions as referred to in number 3 and number 4 shall be

subject to administrative sanction in the form of fine without prejudice to
the obligation to implement the provisions in number 3 and number 4.

21. Bapepam-LK can extend the period of fulfillment of obligation of new Controller as
referred to in number 3 and number 4 if the following conditions occur:

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 a. The Stock Exchange where the shares of the Public Company are listed and
traded is closed;
b. trading of shares of the said Public Company in the Stock Exchange is
suspended;
c. emergency situation (force majeure).

Enacted in : Jakarta
On : 30 June 2008

Chairman of the Capital Market and Financial

Institution Supervisory Board
[signed]
A. Fuad Rahmany
NIP 060063058

Certified True Copy

Head of General Affairs Section
[signed]
Prasetyo Wahyu Adi Suryo
NIP 060076008

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