PT. CHANDRA ASRI PET

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PT Chandra Asri Petrochemical Tbk : Abridge of Merger Plan of PT CAP Tbk and PT SMI

10/13/2020 | 12:05am

ABRIDGE OF MERGER PLAN OF

PT CHANDRA ASRI PETROCHEMICAL TBK AND

PT STYRINDO MONO INDONESIA

THIS ABRIDGE OF MERGER PLAN IS IMPORTANT TO BE CONSIDERED BY SHAREHOLDERS OF PT CHANDRA ASRI PETROCHEMICAL TBK

("CAP") AND PT STYRINDO MONO INDONESIA ("SMI") IN MAKING DECISIONS AT THE EXTRAORDINARY GENERAL MEETING OF

SHAREHOLDERS ("EGMS") OF THE RESPECTIVE COMPANIES WHICH WILL BE HELD ON 7 DECEMBER 2020 IN RELATION WITH THE PLANNED

MERGER OF CAP AND SMI.

IF YOU HAVE DIFFICULTY IN UNDERSTANDING THIS ABRIDGE OF MERGER PLAN, OR HAVE DOUBTS IN MAKING A DECISION, YOU ARE

ADVISED TO CONSULT WITH A PROFESSIONAL ADVISOR.

PT Chandra Asri Petrochemical Tbk

PT Styrindo Mono Indonesia

Head Office

Head Office

Wisma Barito Pacific Tower A, 7th Floor

Wisma Barito Pacific Tower A, 7th Floor

Jl. Letjen S. Parman Kav. 62-63

Jl. Letjen S. Parman Kav. 62-63

Jakarta 11410

Jakarta 11410

Phone: +62 21 530 7950

Phone: +62 21 530 7950

Fax: +62 21 530 8930

Fax: +62 21 530 8930

Website: http://www.chandra-asri.com

E-mail:investor-relations@capcx.com

CAP Plant

SMI Plant

Jl. Raya Anyer KM. 123

Mangunreja Village

Gunung Sugih Village

Pulo Ampel District

Ciwandan District

Serang District, 42456

Cilegon City, 42

Banten

Banten

Main Business Activities:

Business activities:

Petrochemical

Petrochemical

THIS BUSINESS MERGER IS CARRIED OUT BY TAKING INTO ACCOUNT THE INTEREST OF EACH MERGER PARTICIPATING COMPANY, THE PUBLIC AND FAIR COMPETITION IN CONDUCTING BUSINESS, AS WELL AS PAYING ATTENTION TO THE FULFILLMENT OF RIGHTS OF PUBLIC SHAREHOLDERS AND EMPLOYEES.

THIS ABRIDGE OF MERGER PLAN IS JOINTLY PREPARED BY THE RESPECTIVE BOARD OF DIRECTORS OF EACH COMPANIES AFTER THE

PROPOSED MERGER PLAN OF EACH MERGER PARTICIPATING COMPANY HAS BEEN APPROVED BY THE RESPECTIVE BOARD OF

COMMISSIONERS OF THE MERGER PARTICIPATING COMPANIES.

THIS ABRIDGE OF MERGER PLAN HAS BEEN APPROVED BY THE RESPECTIVE BOARD OF COMMISSIONERS OF CAP AND SMI ON 9 OCTOBER

2020, BUT HAS NOT RECEIVED AN EFFECTIVE STATEMENT FROM THE FINANCIAL SERVICES AUTHORITY (OTORITAS JASA

KEUANGAN/"OJK") AND HAS NOT BEEN APPROVED BY THE RESPECTIVE SHAREHOLDERS OF CAP AND SMI.

IN THE EVENT THAT THE GENERAL MEETING OF SHAREHOLDERS DOES NOT APPROVE THIS MERGER PLAN, THEN IN ACCORDANCE WITH THE APPLICABLE LAW, THE MERGEN PLAN MAY ONLY BE RESUBMITTED TO OJK WITHIN 12 (TWELVE) MONTHS AFTER THE HOLDING OF EGMS OF CAP AND SMI TO BE HELD ON 7 DECEMBER 2020.

THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS OF THE MERGER PARTICIPATING COMPANIES ARE FULLY RESPONSIBLE

FOR THE AUTHENTICITY OF ALL MATERIAL INFORMATION OR FACTS CONTAINED IN IN THE MERGER PLAN AND CONFIRM THAT AFTER

HAVING SUFFICIENT INQUIRY, NO RELEVANT MATERIAL OR FACTS PRESENTED CAUSES ANY MATERIAL INFORMATION OR FACTS

DISCLOSED IN THIS MERGER PLAN TO BE INCORRECT AND MISLEADING.

This Abridge of Merger Plan is published on 13 October 2020

ESTIMATED SCHEDULE

No.

Activities

Implementation

1.

The last date of shareholders' recording in CAP's register of

November 11, 2020

Shareholders who are entitled to attend EGMS, and who have the

right to sell their shares.

2.

Estimated date of Effective Statement from OJK on Merger plan.

December 1, 2020

3.

a. EGMS of CAP and SMI.

December 7, 2020

b. The Board of Directors of CAP and SMI signed the Deed of

Merger based on a draft of Deed of Merger already approved

by the EGMS.

4.

The period of statement of intent to sell from CAP's shareholders who

December 8, 2020 - December 10,

disagree and intend to sell their shares.

2020

(if this period is extended, CAP will

make an announcement on such

change)

5.

Effective Date of Merger

January 1, 2021 or other date as

agreed by CAP and SMI

ii

DEFINITION AND ABBREVIATION

Deed of Merger

:

A deed drawn up before notary in Indonesian and the draft of deed

shall obtain approval of EGMS of respective Merger Participating

Companies.

Business Permit

:

Registration issued to the business actor to commence and run

business and/or activities and issued in form of approval contained

in form of letter/decision or fulfillment of requirements and/or

statement of the business actor to fulfill the requirements of the

Business Permit and/or Commercial or Operational Permit (as

defined below).

Surviving Company

:

CAP.

Merger Participating Companies

:

CAP and SMI.

Merging Company

:

SMI.

IDX or Stock Exchange

:

A party that organizes and provides a system and/or facility to bring

together the sale and purchase offers of securities of the other

parties with the objective to trade the securities between them, that

in this case is PT Bursa Efek Indonesia, having its domicile in South

Jakarta, or their successors and assigns.

BNRI

:

State Gazette of the Republic of Indonesia.

CAP

:

PT Chandra Asri Petrochemical Tbk.

The Directorate General of Taxes

:

The Directorate General of Taxes, the Ministry of Finance of the

Republic of Indonesia.

Subsidiaries

:

Company(ies) whose financial statements are consolidated with

CAP in accordance with accounting standards prevailing in

Indonesia.

e-RUPS

:

Electronic systems or means used to support the provision of

information, implementation and reporting of the general meeting of

shareholders of the Public Company.

Commercial or Operational Permit

:

The permit issued by the Online Single Submission ("OSS")

institution for and on behalf of the minister, the head of institution,

governor or district head/mayor after the business actor obtains

Business Permit and to carry out the commercial or operational

activities to fulfill the requirements and/or the business actor to fulfill

the requirements of Business Permit and/or Commercial or

Operational Permits.

Business Permit

:

The permit issued by OSS institution for and on behalf of the

minister, head of institution, governor, or district head/mayor after

the business actor submits the application for registration and to

commence the business and/or activity until before the

implementation of the commercial or operational activities by

fulfilling the requirements and/or business actor to fulfill the

requirements of Business Permit and/or Commercial or Operational

Permit.

MoLHR

:

Ministry of Law and Human Rights of the Republic of Indonesia, as

amended from time to time.

KSEI

:

PT. Kustodian Sentral Efek Indonesia.

Depository and Settlement Institution

:

The party conducting central custodian activities for custodian bank,

securities companies.

iii

MoF

:

The Minister of Finance of the Republic of Indonesia, as amended

from time to time.

Ministry of LHR

:

Minister of Law and Human Rights of the Republic of Indonesia, as

amended from time to time.

Financial Services Authority/Otoritas Jasa

:

The independent institution as referred to in the Law No. 21 of 2011

Keuangan or OJK

regarding Financial Services Authority ("Law on OJK"), which

duties and authorities cover the regulation and supervision of the

financial service activities in the banking sector, capital market,

insurance, pension fund, financial institution and other financial

institutions, where as of December 31, 2012, OJK is an institution

substituting and receiving the rights and obligations to carry out the

regulation and supervisory functions of the Capital Market

Supervisory Board ("Bapepam") and/or Bapepam and Financial

Institution ("Bapepam-LK") in accordance with the provisions in

Article 55 of the Law on OJK.

Merger

:

Merger of business from SMI to CAP.

Regulation of BEI No. I-G

:

The Regulation No. I-G, Appendix to Decree of the Board of

Directors of the Jakarta Stock Exchange No. Kep-001/BEJ/012000

dated

January 4, 2000 regarding Business Merger or Business

Consolidation.

PMK No. 52/PMK.010/2017

:

Minister of Finance No. 52/PMK.010/2017 regarding Use of Book

Value for Transfer and Acquisition of Assets in the Context of

Business Merger, Consolidation, Expansion or Acquisition as

amended

by

Minister

of

Finance

Regulation

No.

205/PMK.010/2018.

POJK No. 33/2014

:

Regulation of OJK No. 33/POJK.04/2014 regarding Board of

Directors and Board of Commissioners of Issuers or Public

Companies dated December 8, 2014.

POJK No. 31/2015

:

Regulation of OJK No. 31/POJK.04/2015 regarding Disclosure of

Information or Material Facts by Issuers or Public Companies dated

December 22, 2015.

POJK No. 74/2016

:

Regulation of OJK No. 74/POJK.04/2016 regarding Business

Merger or Amalgamation of Public Companies dated December 28,

2016.

POJK No. 30/2017

:

Regulation of OJK No. 30/POJK.04/2017 regarding Buyback of

Shares Issued by Public Companies dated June 22, 2017.

POJK No. 15/2020

:

Regulation of OJK No. 15/POJK.04/2020 regarding Plan and

Holding of General Meeting of Shareholders of Public Companies

dated April 21, 2020.

POJK No. 42/2020

Regulation of OJK No. 42/POJK.04/2020 regarding Affiliated

Transactions and Conflict of Interest Transactions dated July 2,

2020.

PP No. 27/1998

:

Government Regulation No. 27 of 1998 regarding Merger,

Amalgamation and Acquisition of Limited Liability Company.

PSAK

:

Statement of Financial Accounting Standards.

Merger Plan

:

A Merger Plan prepared jointly by CAP and SMI.

EGMS

:

Extraordinary General Meeting of Shareholders.

AGMS

:

Annual General Meeting of Shareholders.

SMI

:

PT Styrindo Mono Indonesia.

Effective Date of Merger

:

January 1, 2021 or other date as agreed by CAP and SMI.

Affiliated Transactions

:

Transactions as defined in POJK No. 42/2020.

Manpower Law

:

Law No. 13 of 2003 dated March 25, 2003 regarding Manpower,

State Gazette of the Republic of Indonesia No. 39 of 2003,

Supplement No. 4279.

Capital Market Law

:

Law No. 8 of 1995 dated November 10, 1995 regarding Capital

iv

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PT Chandra Asri Petrochemical Tbk published this content on 13 October 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 October 2020 04:04:07 UTC

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