SECURITY LISTING RULE NUMBER I.F.3: MUNICIPAL BONDS LISTING. In this rule, the following terms shall have the following meanings:
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1 REGULATION OF PT BURSA EFEK SURABAYA NUMBER I.F.3 (Attachment of Decree of Board of Directors of PT Bursa Efek Surabaya Number Kep- 010/DIR/BES/V/2007 dated May 29, 2007) No. Revision : 0.0 Status : Controlled SECURITY LISTING RULE NUMBER I.F.3: MUNICIPAL BONDS LISTING A. DEFINITION In this rule, the following terms shall have the following meanings: 1. Exchange shall mean PT Bursa Efek Surabaya. 2. Autonomous Region, hereinafter referred to as Region, shall mean a unity of legal community with territorial limits that is authorized to arrange and manage administration affairs and local community s interests at its own initiative based on community s aspiration in the Unitary State system of the Republic of Indonesia. 3. DPRD (Regional House of People s Representatives), hereinafter referred to as DPRD, shall mean a regional representative agency of people as an element of regional administration organization. 4. Head of Region shall mean governor for a provincial area or regent for a Regency or mayor for a city. 5. Municipal Bonds shall mean bonds issued by Region through public offering. 6. Project shall mean an activity that constitutes part of a program consisting of mobilization of resources in the form of personal (human), capital goods including equipment and technology, 1
2 fund, or combination of several or all types of resources as inputs to generate outputs in the form of goods/ services. B. REQUIREMENTS Municipal Bonds Listing at the Exchange shall fulfill the following provisions: 1. To fulfill general provisions on security listing as referred to in Security Listing Rules Number I.A regarding General Provisions on Security Listing Number I.A.1 regarding Preliminary Security Listing Agreement and Number I.A.2 regarding Preliminary Security Listing. 2. The Region holding public offering of municipal bonds shall fulfill the provisions on issue of municipal bonds as regulated in the relevant legislation. 3. Registration Statement for public offering of municipal bonds shall be effective. C. PROCEDURE 1. Before listing municipal bonds at the Exchange, the Region holding public offering of municipal bonds shall first sign Preliminary Security Listing Agreement with the Exchange by following the procedure as regulated in the Security Listing Rules Number I.A.1 regarding Preliminary Security Listing Agreement. 2. Written request for Preliminary Security Listing Agreement for municipal bonds shall be filed according to Appendix I.F.3-1 hereto, accompanied with form as contained in Appendix I.F.3-2 2
3 hereto. Form and content of Preliminary Security Listing Agreement shall conform to Appendix I.F.3-3 hereto. 3. The Region of which the registration statement of municipal bonds has been effective and will list the said municipal bonds at the Exchange, shall file an application for municipal bonds listing in accordance with Appendix I.F.3-4 hereto. 4. Procedure for municipal bonds listing shall follow the provisions in Security Listing Rules Number I.A.2 regarding Preliminary Security Listing. D. LISTING FEE 1. Municipal bonds listing fees shall consist of initial listing fee and annual listing fee. 2. Listing fee as referred to herein shall exclude Value-added Tax (VAT) at such rate pursuant to the prevailing tax legislation, which must be paid together with the payment of listing fees by the Region to the Exchange s account. 3. Provisions on initial and annual listing fees of municipal bonds shall follow those of debt security listing fee in Security Listing Rules Number I.A.5 regarding Security Listing Fee. E. REPORTING OBLIGATION 1. Reporting obligation for Issuer listing debt security as regulated in Security Listing Rules Number I.A.3 regarding Reporting Obligation of Issuer shall apply to the Region holding public offering of municipal bonds and listing them at the Exchange, except the provisions on reporting obligation for Issuer whose 3
4 declaration of bankruptcy is requested, report on change of Board of Directors, Commissioners, and Secretary of the Company, and Audit Committee, report on amendment to the Articles of Association, and report on bonds rating result. 2. The Region holding public offering of municipal bonds and listing them at the Exchange shall submit material information to the Exchange within not later than 2 (two) Exchange Days after there is a decision, information, or material fact that may influence municipal bonds value or decision on investors investment among others: a. Change of head of region, deputy head of region, chairman of municipal bonds management unit, project management, and project treasurer; b. Amendment to the legislation that significantly affects the Region and generates impact on financial statement; c. Changes of borders and name of the Region; d. Material information relating to the Project financed by the issue of municipal bonds, including but not limited to material damage resulting from fire or natural disaster, theft, labor strike, dispute, or legal claim to the Project; e. Municipal bonds rating result (if any); f. Change of municipal bonds management unit; and g. Change of projected ratio rate of the Region s financial capacity to return loan or Debt Service Coverage Ratio (DSCR). 4
5 F. SANCTION Provisions on sanction as regulated in Security Listing Rules Number I.A.6 regarding Sanction shall also apply to the Region holding public offering of municipal bonds and listing them at the Exchange. G. DELISTING Provisions on delisting as regulated in Security Listing Rules Number I.A.7 regarding Security Delisting shall also apply to the Region holding public offering of municipal bonds and listing them at the Exchange. Stipulated in: Surabaya on May 29, 2007 Board of Directors, [signed] Bastian Purnama President Director [signed] T. Guntur Pasaribu Director 5
6 REGULATION OF PT BURSA EFEK SURABAYA NUMBER I.F.3 (Attachment of Decree of Board of Directors of PT Bursa Efek Surabaya Number Kep- 010/DIR/BES/V/2007 dated May 29, 2007) No. Revision : 0.0 Status : Controlled APPENDIX I.F.3-1 TO REGULATION NO. I.F.3: MUNICIPAL BONDS LISTING Number : Attachment:, 20 To: President Director PT. Bursa Efek Surabaya Re: Application for Preliminary Security Listing Agreement (Municipal Bonds) Dear Sir or Madam, I, the undersigned, Name Position For and on behalf of: Region Address hereby apply a request to enter into a Preliminary Security Listing Agreement in the form of municipal bonds in order to fulfill the provisions in the Regulation of Capital Market Supervisory Agency and Financial Institution Number IX.C.12 regarding Guidelines on Form and Content of Registration Statement for the purpose of Public Offering of Municipal Bonds. 6
7 For your consideration, I hereby submit Preliminary Security Listing Agreement Form (municipal bonds) that the form and content thereof conform to Appendix I.F.3-2 of Security Listing Rules of PT Bursa Efek Surabaya. Thank you for your attention. Best regards, Head of Region of (.) (signature & clear name) CC: - Chairman of Capital Market Supervisory Agency and Financial Institution (without appendix). * delete where necessary. 7
8 REGULATION OF PT BURSA EFEK SURABAYA NUMBER I.F.3 (Attachment of Decree of Board of Directors of PT Bursa Efek Surabaya Number Kep- 010/DIR/BES/V/2007 dated May 29, 2007) No. Revision : 0.0 Status : Controlled APPENDIX I.F.3-2 TO REGULATION NUMBER I.F.3: MUNICIPAL BONDS LISTING FORM OF PRELIMINARY SECURITY LISTING AGREEMENT (MUNICIPAL BONDS) I. INFORMATION ON THE REGION THAT HOLDS PUBLIC OFFERING OF MUNICIPAL BONDS: 1. Name of Region : Region of 2. Complete address for correspondence : 3. Address of municipal bonds management : unit 4. Name and biography of Head of Region, : Enclosed Deputy Head of Region, head of management unit of municipal bonds, project management, and project treasurer 5. Approval of the Minister of Finance on : Enclosed municipal bonds issue 6. Short history of Region accompanied with : Enclosed legal basis that becomes the basis of establishment of Region 7. Regional Regulation that becomes the basis : Enclosed of issue of municipal bonds 8. Financial statement of Region of the last year and interim (if any) presented based on the Regulation of Capital Market Supervisory Agency and Financial Institution Number VIII.G.14 regarding Guidelines on Financial : Enclosed 8
9 Statement of Region and already audited by an Accountant registered at the Capital Market Supervisory Agency and Financial Institution, consisting of at least: a. Report on Realization of Regional Budget and Revenue; b. Balance sheet; c. Cash flow report; and d. Note on financial statement. 9. Legal opinion of legal consultant registered at the Capital Market Supervisory Agency and Financial Institution : Enclosed II. INFORMATION ON PUBLIC OFFERING AND MUNICIPAL BONDS THAT WILL BE LISTED 10. Name of municipal bonds offered : 11. Value of issue (in Rupiah) : 12. Transfer unit : 13. Interest rate : 14. Security rating result (if any) : Enclosed 15. Trusteeship agreement : Enclosed 16. Guarantee (if any) : 17. Sinking fund : 18. Escrow account : 19. Other information on municipal bonds (if : any) 20. Copy of FPPO (bond purchase order form) : Enclosed containing total minimum order of bond at the value of Rp 5,000, (five million Rupiah) and the multiplication thereof. 21. Tentative schedule a. Registration statement b. Public exposition 9
10 c. Offering period d. Security allotment e. Distribution f. Security listing at the Exchange III. INFORMATION ON FUND APPLICATION 22. Information on Project that will be financed by municipal bonds consisting of at least: a. Project name; b. Project location; c. Project background; d. Project purpose; e. Project benefit; f. Project value; g. Licensing for Project implementation; h. Project term; i. Project implementation phases. 23. Report on feasibility study findings on : Enclosed Project and Project business from the Appraiser registered at the Capital Market Supervisory Agency and Financial Institution. 24. Risk of Region and Project risk : 25. Information on AMDAL (Analysis on : Enclosed Environmental Impacts) (if any) IV. INFORMATION ON LEAD UNDERWRITER AND SUPPORTING PROFESSION 26. Full name of Lead Underwriter and : Underwriter (if any) 27. Name of Institution and Supporting : Profession of Capital Market 28. Type of guarantee (including percentage) : 10
11 A. Full commitment B. Best effort, 20 Head of Region of ( ) (signature & clear name) * delete where necessary. 11
12 REGULATION OF PT BURSA EFEK SURABAYA NUMBER I.F.3 (Attachment of Decree of Board of Directors of PT Bursa Efek Surabaya Number Kep- 010/DIR/BES/V/2007 dated May 29, 2007) No. Revision : 0.0 Status : Controlled APPENDIX I.F.3-3 TO REGULATION NUMBER I.F.3: MUNICIPAL BONDS LISTING PRELIMINARY SECURITY LISTING AGREEMENT On this day, the day of ( - - ), in : I. PT Bursa Efek Surabaya : Having its legal domicile and head office in Surabaya, Gedung Medan Pemuda 5 th floor, Jalan Pemuda number 27-31, and having its operational office in Jakarta, Plaza Bapindo Bank Mandiri Tower 20 th and 23 rd floors, Jalan Jendral Sudirman Kavling 54-55, in this case represented by, in his capacity as President Director, acting in his capacity based on Article 11 paragraph 11.1 of the Articles of Association that have been amended several times, recently contained in deed No. 119 dated October 21, 2004, 12
13 drawn up before Sutjipto, Sarjana Hukum, Notary Public in Jakarta, of which the report on Data on Deed of Amendment to the Articles of Association dated October 21, 2004 has been received and recorded by the Directorate General of Public Law Administration, Ministry of Law and Legislation of the Republic of Indonesia dated December 31, 2004 No. C HT TH. 2004, thereby lawfully representing PT Bursa Efek Surabaya, hereinafter referred to as BES ; II. Region : In this case, represented by, acting as Head of Region of, by virtue the Decree of the President of the Republic of Indonesia No., domiciled in, at, hereinafter referred to as Region. hereby agree to enter into a Preliminary Security Listing Agreement ( Agreement ) in relation to the intention of the Region to list municipal bonds at the value of Rp 13
14 ( ) at Surabaya Stock Exchange with the following provisions: Article 1 The Exchange shall consider the intention of the Region after the Region fulfills the requirements stipulated herein as follows: 1. Registration Statement is already effective; 2. Public Offering has been performed according to the prevailing provisions; 3. To fulfill the requirements and procedure for Security Listing at the Exchange; 4. To fulfill the provisions on Bond Transfer Unit and Bond Trade Unit for bond trade at the Exchange, as already stipulated by the Exchange, namely: a. Transfer Unit amounting to Rp 1.00 (one Rupiah); b. Bond Trade Unit amounting to Rp 5,000, (five million Rupiah) and the multiplication thereof. 5. To offer part of municipal bonds issued to individual investors (retailers). The Region shall submit an application for Municipal Bonds Listing to the Exchange, accompanied with the documents required by the Exchange, within not later than 8 (eight) Exchange days before the Listing date. Article 2 In the event that the Registration Statement of Municipal Bonds is not yet effective and there are amendments and or additions to the documents previously submitted, the Region shall submit the amendments and or 14
15 additions to the documents within not later than 2 (two) Exchange days since the amendments and or additions are made. Article 3 This Agreement shall terminate if: 1. Municipal Bonds have been listed at the Exchange; 2. A party terminates the Agreement; 3. The last financial statement audited has passed a period of 9 (nine) months as of the date of the financial statement. Article 4 If the provision in Article 3 point 3 above has been fulfilled, but the effective statement is not yet issued by the Capital Market Supervisory Agency and Financial Institution, the Region shall renew the documents required and sign PPPE again with the Exchange. Article 5 Any matters not yet regulated herein shall be further regulated in a separate agreement. This Agreement is entered into on the day and date as mentioned above in 2 (two) originals, each of which is duly stamped and has equal legal force. PT Bursa Efek Surabaya Region of President Director/Director Governor/Regent/Mayor * delete where necessary. 15
16 REGULATION OF PT BURSA EFEK SURABAYA NUMBER I.F.3 (Attachment of Decree of Board of Directors of PT Bursa Efek Surabaya Number Kep- 010/DIR/BES/V/2007 dated May 29, 2007) No. Revision : 0.0 Status : Controlled APPENDIX I.F.3-4 TO REGULATION NUMBER I.F.3: MUNICIPAL BONDS LISTING Number : Attachment:, 20 To: President Director PT. Bursa Efek Surabaya Re: Application for Municipal Bonds Listing Dear Sir or Madam, I, the undersigned, Name Position For and on behalf of: Region Address hereby apply a request to list municipal bonds at the total nominal value of Rp ( Rupiah) at PT Bursa Efek Surabaya. Municipal bonds are listed at Surabaya Stock Exchange on. For your consideration, I hereby submit the following documents: 1. 1 (one) copy of Effective Statement; 2. 1 (one) copy of Trusteeship Agreement; 16
17 3. 1 (one) statement of rating result from Security Listing Agency (if any); 4. Report on Inaugural Public Offering Result according to Appendix to the Regulation of Capital Market Supervisory Agency IX.A.2 regarding Registration Procedure for Public Offering; 5. 5 (five) copies of jumbo certificate of municipal bonds; 6. 5 (five) copies of Prospectus; 7. Regional Statement according to Appendix I.F.3-5. Thank you for your attention. Best regards, Head of Region of (.) (signature & clear name) *) delete where necessary. 17
18 REGULATION OF PT BURSA EFEK SURABAYA NUMBER I.F.3 (Attachment of Decree of Board of Directors of PT Bursa Efek Surabaya Number Kep- 010/DIR/BES/V/2007 dated May 29, 2007) No. Revision : 0.0 Status : Controlled APPENDIX I.F.3-5 TO REGULATION NUMBER I.F.3: MUNICIPAL BONDS LISTING STATEMENT I, the undersigned, Name Position For and on behalf of: Region Address hereby declare that: 1. I have read and fully understand Security Listing Rules of PT Bursa Efek Surabaya and I am willing to follow all provisions therein; 2. If I violate partial or entire provisions of Security Listing Rules of PT Bursa Efek Surabaya as referred to in point 1 above, I am willing to accept administrative sanction and or penalty as stipulated therein; 3. I am willing to receive and give information to PT Bursa Efek Surabaya at anytime. This statement is truly made under no duress., 20 Head of Region of Sufficient Revenue Stamp (.) (clear name, signature, and stamp of Region) I, Anang Fahkcrudin, a sworn and authorized translator, by virtue of Jakarta Capital Territory Governor s Decree No. 2228/2001, practicing in Jakarta, do solemnly and sincerely declare that the foregoing document is a true and faithful translation from Indonesian into English of the origi nal version. Jakarta, June 13,
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