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20240521_DIGI_Rencana Transaksi Material Dengan Persetujuan RUPS_31641877_lamp5.pdf
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SECOND ADDENDUM TO THE SECOND AMENDMENT AND RESTATEMENT OF
CONVERТIBLE PERFORМANCE DEBENTURE AGREEМENT
THIS Second Addendum to the Second Amendment and Restatement of Convertible Performance
Debenture Agreement (“Second Addendum”) is made on 20 May 2024 by and among:
1. РТ Arkadia Digital Media Tbk., а publicly listed company established and existing under the
laws of the Republic of Indonesia, having its registered office at Gedung Sahid Sudirman Center
Lantai 19 Unit В -С, JI Jenderal Sudirman Kav. 86, Tanah Abang, Jakarta Pusat, Indonesia
10220 (the “Company”);
2. Suwarjono, holder of 86,184,800 shares in the Company (the “Founding Shareholder”); and
3. Emerging Media Opportunity Fund I, LP, а limited partnership organized and existing under
the laws of the State of Delaware (USA), having its registered office at с/о Corporation Service
Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, USA (the “Holder”
or “EMOF I”).
The Company, the Founding Shareholder and the Holder are hereinafter collectively referred to as the
“Parties” and any one of them, the “Party”.
RECIТALS
A. Whereas, the Parties have signed а Convertible Performance Debenture on 23 March 2020 as
amended by Amendment of Convertible Performance Debenture Agreement on 7 June 2020,
and as amended and restated on 6 July 2020 (“CPD”).
B. Whereas, the Parties acknowledge that as of the previous Maturity Date, on 30 June 2023, the
Conversion of CPD can not be executed and is subject to approval under prevailing laws of
Indonesia, hence the Parties agreed to make an Addendum to the Second Amendment and
Restatement to the Convertible Notes Agreement (“First Addendum”) which essentially
extended the Maturity Date and set out a Repayment Schedule.
C. Whereas in accordance with one of the Articles which requires approval from the Financial
Services Authority (“OJK”) and/or the Indonesian Stock Exchange Board, the First
Addendum cannot be effective, so that the Parties have agreed to make this Second
Addendum (the “Addendum”) which essentially contains a new Maturity Date and
Repayment Schedule (as defined below).
D. Whereas, the Company desires to repay the Principal and the interest thereon in accordance
with the Repayment Schedule and terms of CPD.
Now, therefore, the Company, the Founding Shareholder, and the Holder hereby agree as follows:
1. PREPAYMENT OF CPD ALLOWED
1.1 The Parties agree that the Maturity Date shall be extended to 31 July 2027 and that occurrence
of that date shall not cause automatic conversion of the CPD.
1.2 The Parties agree that the Company shall repay the Principal in 36 equal monthly instalments
during the period starting on 31 August 2024 and ending on Maturity Date. The Principal shall
bear the interest 4.5% (four point five percent) per annum on unpaid Principal which shall be
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paid monthly in arrears, commencing on 31 August 2024. The Principal and interest shall be
paid in accordance with the following repayment schedule (the “Repayment Schedule”):
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1.3 The Company may prepay the Principal at any time or from time to time, in whole or in part
upon 3 (three) business days written notice to the Holder without any premium or penalty with
accrued interest to the date of such prepayment on the amount prepaid. All prepayments shall
be applied first to instalment payments of the interest accrued but unpaid to the date of such
prepayment and then to the Principal in the inverse order of maturity, unless the Holder
declares to the Company otherwise in writing.
1.4 Any interest accrued but unpaid under CPD as of date of this Addendum has been adjusted by
the Holder based on agreement of the Parties and has been stated on the Repayment Schedule
before the start of payment of the Principal.
1.5 The effective date of this Addendum, including the new extended Maturity Date and the
Repayment Schedule, is subject to approval from the Indonesia’s OJK, and/or in accordance
with applicable laws and regulations in Indonesia, specifically approval through the
Company’s General Meeting of Shareholders.
2. MISCELLANEOUS
2.1 All capitalized terms not defined in this Addendum shall have the same meaning as assigned
to them in writing.
2.2 All other provisions of CPD not affected by this Addendum shall remain in effect.
2.3 The invalidity or unenforceability of any one or more provisions herein shall not affect the
validity of other provisions hereof, and the Parties agree to execute such amendments hereto or
other documents as appropriate to replace or modify the invalid or unenforceable provisions
with а valid and enforceable provision having the same economic effect. Should the Holder in
its sole judgment believe that the invalidity or unenforceability materially affects the Holder's
rights hereunder and should the Holder and the Company not be able to agree on а satisfactory
replacement or modification within thirty (30) days, then the Holder may deliver to the
Company а Declaration of Acceleration.
1N WITNESS WНEREOF, this Addendum has been executed by the Parties through their
representatives on the date first above written.
[signatures of the parties appear on the following page]
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Names mentioned 2 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
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Raw output
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'reference_period': '',
'requires_rups': None,
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'transaction_date': None,
'valuation_date': None,
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