The Public Company Shareholders Agreement is a crucial document for Indonesian publicly listed companies (PT Tbk) that establishes the framework for shareholder relationships and corporate governance. This agreement is necessary when a company has or plans to have its shares listed on the Indonesian Stock Exchange (IDX) and must comply with both the Indonesian Company Law (Law No. 40 of 2007) and capital market regulations enforced by OJK. It addresses key aspects such as shareholder rights, share transfer restrictions, corporate governance requirements, and regulatory compliance obligations. The agreement is particularly important for companies transitioning from private to public status or those implementing new governance structures to meet public company requirements in Indonesia.
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1. Parties: Identification of all shareholders and the company, including registration details and addresses
2. Background: Context of the agreement, company's status as a public company, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including Indonesian legal terms
4. Share Capital and Shareholding Structure: Details of authorized, issued, and paid-up capital, share classes, and current shareholding structure
5. Corporate Governance: Board structure, appointment rights, voting mechanisms, and compliance with OJK regulations
6. Shareholder Meetings: Procedures for general meetings, voting rights, quorum requirements as per OJK regulations
7. Transfer of Shares: Rules for share transfers, right of first refusal, tag-along and drag-along rights
8. Pre-emptive Rights: Shareholders' rights in new share issuances and capital increases
9. Reserved Matters: List of decisions requiring special shareholder approval
10. Dividend Policy: Framework for dividend declarations and distributions
11. Information Rights: Shareholders' rights to company information and financial reports
12. Confidentiality: Protection of company and shareholder confidential information
13. Term and Termination: Duration of agreement and circumstances for termination
14. Dispute Resolution: Mechanism for resolving disputes, including choice of Indonesian forum
15. General Provisions: Standard clauses including notices, amendments, governing law
1. Strategic Investors Rights: Special rights for strategic investors, used when there are significant institutional investors
2. Anti-dilution Protection: Protection against share value dilution, included for minority shareholders
3. Put and Call Options: Share purchase and sale options, included when shareholders want future exit mechanisms
4. Non-competition and Non-solicitation: Restrictions on competitive activities, used for shareholders with industry connections
5. Management Provisions: Detailed management structure and policies, used for companies with complex management needs
6. Foreign Investment Provisions: Special provisions for foreign shareholders, included when there are foreign investors
7. Related Party Transactions: Rules for dealing with related party transactions, used when there are significant inter-company dealings
8. ESG Compliance: Environmental, Social, and Governance requirements, included for companies with ESG commitments
1. Schedule 1 - Share Capital and Shareholding Structure: Detailed breakdown of share ownership and share classes
2. Schedule 2 - Reserved Matters: Comprehensive list of matters requiring special approval
3. Schedule 3 - Board Composition: Current board structure and appointment rights
4. Schedule 4 - Corporate Governance Guidelines: Detailed governance procedures and compliance requirements
5. Schedule 5 - Deed of Adherence: Template for new shareholders joining the agreement
6. Schedule 6 - Company's Articles of Association: Current articles of association
7. Schedule 7 - Share Transfer Procedures: Detailed procedures for implementing share transfers
8. Schedule 8 - Initial Business Plan: Company's current business plan and strategy
9. Appendix A - Key Performance Indicators: Agreed performance metrics for company evaluation
10. Appendix B - Regulatory Compliance Checklist: List of OJK and other regulatory requirements
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