Lawyers, other representatives, expert(s), tribunal’s secretary

Arbitration Award

1.
PANEL of Arbitrators at the Indonesian National Board of Arbitration (hereinafter referred to as "BANI") consisting of Dr. Ir. Anita Dewi Anggraeni Kolopaking, S.M., M.H., FCBArb as Chairman of PANEL of Arbitrators, Bacelius Ruru, S.H., L.L.M and Titi Nurmala Siagian, S.H., M.H. As member of PANEL of Arbitrators (hereinafter referred to as "Panel of Arbitrators"), choosing the domicile at the office of BANI at Sovereign Plaza, Lantai 8, Jalan T.B. Simatupang Kavling 36, Cilandak, South Jakarta,

- having read the letter filed by the PETITIONER Ref. No.: 061/LTJ/NDP/XI/2017, regarding Application for Arbitration, dated 29 November 2017, as renewed by the APPLICATION by letter Ref. No.: 006/LIJ- LEC/MAN/RBI/II/18 regarding Amendment/Supplement to the Application for Arbitration dated 8 February 2018, as being amended by the APPLICATION by letter Ref. No. 045/MAMRBI/AWP/III/2018, regarding Amendment to the Application for Arbitration dated 23 March 2018 which has been submitted to the PANEL of Arbitrators in the Tribunal on 6 April 2018 (hereinafter referred to as "Application of Arbitration");

- having read the Conditional Shares Purchase Agreement dated 11 January 2017 signed by the PETITIONER as buyer and the RESPONDENT as Seller (hereinafter referred to as "Agreement") including article 11.10 of the Agreement which contains BANI Arbitration Clause (hereinafter referred to as "Arbitration Clause");

- having read the appointment letter of Arbitrators in the Case 010 and BANI Award No KEP-001/BANI/II/2018 on the establishment of the PANEL of Arbitrators for the Case No. Reg.: 010/BAN1/ARB-010/XI/2017 dated 19 February 2018;

- having heard the statement of Witnesses to the Fact submitted by the PETITIONER; and

- having read the files of the Case a quo;

having passed the Arbitration Award of first and final instance (hereinafter referred to as the "Award") by the procedure set forth in BANI Rules No.: PER-02/BANI/09/2016, on Rules and Procedures of Arbitration dated 8 September 2016 including its amendment if any (hereinafter referred to as the "BANI Rules andProcedures of Arbitration ", in relation to the civil dispute of the sale and purchase which is registered in BANI's case register bock No. Reg: 010/BANI/ARB- 010/XI/2017 (hereinafter referred to as the "Case 010") filed by:

- PT. Reliance Capital Management, a company having its registered domicile at Menara Batavia, lantai 27. Jalan K.H. Mas Mansyur Kavling 126. Central Jakarta 10220 (hereinafter referred to as the "PETITIONER"), in this matter is represented by Ms. Reyna Ida BasynIlyas, S.H., and partners, advocates of Lawyerindo, having its registered domicile at Jalan Angkasa Raya Number 12 AB, Kemayoran, North Jakarta 10610, by Special Power of Attorney dated 29 November 2017 of and as such acting for and on behalf of for the legal interest of the PETITIONER:

versus

- PT. Bank Maybank Indonesia Tbk., a company having its registered domicile a. Sentral Senayan III lantai 25, Jalan Asia Afrika Number 8. Gelora Bung Karno. Senayan, Kecamatan Tanah Abang, Central Jakarta 10270 (hereinafter referred to as "RESPONDENT");

Hereinafter PETITIONER and the RESPONDENT jointly referred to as "Parties ".

SUBJECT MATTER OF THE CASE

2.

Considering that the PETITIONER has filed the Application of Arbitration and postulated the matters as excerpted by the PANEL of Arbitrators as follows:

"A. THE DISPUTING PARTIES

1. The PETITIONER is a company in Indones ia providing financial services, with subsidiaries operating in life insurance, general insurance, multi-finance, securities and asset management.

2. The RESPONDENT is a bank in Indonesia which has listed its shares as a public company at the stock exchange providing various retail, business and global banking product and services. Currently the RESPONDENT is the owner of 68.55% shares in PT Wahana Ottomitra Multiartha Tbk. ("Target"), a public company engaged in two-wheeled automotive vehicle financing.

B. AGREEMENT BEING THE SUBJECT MATTER OF DISPUTE AND ARBITRATION CLAUSE

1. Agreement being the subject matter of dispute is the Conditional Share Purchase Agreement dated 11 January 2017 between PETITIONER (as Buyer) and the RESPONDENT (as Seller) over 68.55% shares owned by the RESPONDENT in the Target ("Agreement").

2. The agreement/arbitration clause being the basis of the Application of Arbitration is set out in Article 11.10 (b) of the Agreement stating that:

"11.10 Dispute Resolution

(b)Referral to Arbitration. If the Parties fail to reach an agreement. to resolve the Dispute within 30 Business Days as stated in Article 11.10 (a), then either Party may refer the dispute to the arbitration body in accordance with the applicable rules of Indonesian National Board, of Arbitration ("BANI Rules") then current, which rules shall be deemed incorporated in this article by reference. Arbitration shall be held in Indonesian Language in Jakarta. Notwithstanding the provisions of Article 11.1, notice of arbitration, response and other communication given to or by either Party relating to arbitration shall be given and deemed accepted as set forth in the BANI Rules"

(c)Appointment. The PANEL of arbitrators shall consist of three arbitrators ("PANEL of Arbitrators"). Each Seller and Buyer shall appoint one arbitrator within 30 days after giving or receiving request of arbitration. The arbitrators shall be freely chosen and the Parties shall not be limited to choose any arbitrator to be appointed by them. If a Party or the Parties fail to choose any arbitrator within 30 days after the election of first arbitrator, appointment shall be made by BANI. In the event that within 21 days after appointment of second arbitrator, and such arbitrators cannot determine the third arbitrator (and chairman of the panel). Chairman of the panel will be appointed by BANI"

C. SUBJECT MATTER OF THE CASE

1. On August 2016, the PETITIONER was invited to participate in the proposal of the RESPONDENT to divest its shares in the Target and to attend at the kick-off meeting at the office of the RESPONDENT on 9 August 2016.

2. the PETITIONER, at its own cost, has conducted legal and financial due diligence of the Target, where the PETITIONER uses the services of professional Financial Advisor Elliot Luther Advisory Ltd. and Legal Advisor Oentoeng Suria & Partners, to carry out such legal and financial due diligence.

3. On 11 January 2017, the PETITIONER and the RESPONDENT duly executed the Agreement.

4. On the same date, to show a good faith and seriousness as a bona fide Buyer, the PETITIONER directly and in cash made a deposit payment to the RESPONDENT in the amount of IDR 33,688,500,000 (thirty three billion six hundred eighty eight million five hundred thousand Rupiah) or the equivalent of 5% of Share Purchase price required in Article 3.4 of the Agreement

"3.4 Deposit. On the signing date of this Agreement, in the amount of idr 33,688,500,000, or the equivalent of five percent (5%) of the Purchase Price, shall be paid by the Buyer to the Seller as deposit ("Deposit") in cash through bank transfer with Immediately Available Fund to the Seller Bank Account."

D. THE RESPONDENT SHALL USE ITS BEST EFFORTS TO FULFILLCONDITION PRECEDENT UNDER THE AGREEMENT.

5. In Article 4.3 Agreement on Commitment of Parties, the RESPONDENThas agreed to use its reasonableefforts to ensure the fulfillment of Seiler Condition Precedent set forth in Appendix 3 of the Agreement ("Seller Condition Precedent") as soon as possible and in any event as excerpted below:

"4.3 Commitment of Parties. Seller agrees to use its reasonable efforts to ensure that Seller Condition Precedent are fulfilled in accordance with the requirements of Buyer as soon as practicable and in any event until 31 March 2017 ("Deadline"). If the Seller Condition Precedent are not fulfilled in accordance with the requirements of Buyer until such Deadline, the Parties agree that the Deadline for Seller will be automatically extended until 30 April 2017 ("Long StopDate"), the Buyer agrees to use its reasonable efforts to ensure that the Buyer Condition Precedent are reasonably fulfilled as soon as possible until such Deadline. If the Buyer Condition Precedent are not fulfilled in accordance with the requirements of Seller until the Deadline, the Parties agree that Deadline for Buyer will be automatically extended until the Long Stop Date. The Long Stop Date may only be extended for the interest of either the Seller or the Buyer upon mutual written agreement between the Parties"

Below is an excerpt of the Seller Condition Precedent set forth in Appendix 3 of the Agreement.

" 1 Seller Condition Precedent

(a) Each representation and warranty of Seller in this agreement is true, correct and accurate in all material respects;

(b) issuance of Financial Statement 2016 Company; and

(c) submission to the Buyer of the certified true copy of all approvals which are required by the Seller to execute This agreement, consisting of:

(i) Approval of Divestment by Financial Services Authority (Otoritas Jasa Keuangan - "OJK") issued by OJK to the Seller; dan

(ii) All Approvals of the third party which are required under Material Contract."

E. THE RESPONDENT HAS DEFAULTED ITS OBLIGATIONS UNDER THE AGREEMENT.

6. Legal facts prove that until the date of this Petition, the RESPONDENT has never used efforts to fulfill its obligations to use all reasonable efforts to ensure the fulfillment of Seller Condition Precedent, especially to obtain approval from the third party (Target's creditors approval).

7. the PETITIONER has also offered to the RESPONDENT to waive the obligation of the RESPONDENT to obtain approval from. the creditor as evidenced by the correspondences from the PETITIONER to the RESPONDENT dated 24 March 2017.

8. Instead of receiving the offer from the PETITIONER in point 7 above, the RESPONDENT on the contrary stated that it purported to terminate the agreement unilaterally without any strong basis by its correspondence dated 27 April 2017 to the PETITIONER.

9. Whereas, the RESPONDENT in its correspondence dated 27 April 2017 has also admitted its failure to fulfill such Seller Condition Precedent.

10. Whereas, the acknowledgement of default by the RESPONDENT is also binding upon the PANEL of Arbitrators in this case. This conforms to the opinion/doctrine of a Legal Export as follows:

• Prof. Dr. Sudikno Mertokusumo. S.H. (Professor at faculty of law Gajah Mada University) in his book "Indonesian Civil Code of Procedure". 4th Edition First Printing, Liberty. Yogyakarta, 1993, page 149, stating as follows:

"Confession is a statement justifying an event, right or Legal relationship filed. by an opponent. Article 1916 BW determined that the power vested in a confession is a claim by Law. Claim according to law is not permitted as evidence if, upon such claim, the law declares null and void of certain. acts or refusal to admit. such claim except if the law permits opposite evidence. THEREFORE, WITH SUCH CONFESSION, THE DISPUTE SHALL BE DEEMED RESOLVED, EVEN THOUGH THE CONFESSION DOES NOT CONFORM WITH THE TRUTH, AND THE JUDGE DOES NOT REQUIRED TO EXAMINE THE ACCURACY OF SUCH CONFESSION.

Article 174 HR (311 Rbg. 1925 BW) does not determine what can be defined as a confession before a judge in a tribunal, however it will only determine that a confession is a prima facie evidence of the subject, both personally and specially represented. In this matter, a confession is not only a prima facie evidence, but also a deterministic evidence, which does not permit any opposite evidence (Article 1916 paragraph 2 No. 4 BW). therefore, if the DEFENDANT ADMITS THE CLAIMANT' S CLAIM, THE JUDGESHALL GRANT THE CLAIMANT'S CLAIM, HE MUST NOT rely on his belief.The Defendant's confession releases the claimant to give further evidence.

11. Further, without communicating with and approval from the PETITIONER, the RESPONDENT has unilaterally made a misleading announcement through mass media that the Agreement has expired (by daily Investor Daily page 13 edition of 5 May 2017 with the title of "Maybank Is Seeking New Buyer of WCM Finance other than Reliance"). This clearly contravenes with article 11.8 of the Agreement on Announcement, which reads:

"11.8 No disclosure or announcement relating to the existence or matters in this Agreement shall be made or issued by or on behalf of the Seller or Buyer or each Seller Group or Buyer Group without any prior written consent or the other Party (which approval is unreasonably postponed or delayed) except that such limitation shall not apply to each disclosure or announcement required by the Applicable law, provided that such disclosure or announcement shall to the extent reasonably practicable, made after consulting with other Party and after taking into consideration reasonable terms of the other Party of the content and method of the making or delivery of such information."

12. Therefore, in light of the above consideration, it is admissible that the PANEL of Arbitrators to the case a quo declared the RESPONDENT has done a default to the Agreement.

F. RESPONDENT SHALL PAY INDEMNITY TO THE PETITIONER AS A RESULT OF ITS FAILURE

13. Whereas, subject to Article 1246 Civil Code, the PETITIONER as the affected party as the consequence of the default by the RESPONDENT shall be entitled to the cost, indemnity and interest of any losses suffered by the PETITIONER and any profit anticipated by the PETITIONER as if the RESPONDENT did not do such default.

• Article 1246 Civil Code

"The cost, indemnity and interest claimable by the creditor, are consisted of any loss suffered and any anticipated profit.

14. Whereas, the PETITIONER has invested its time, energy and cost in significant amount for the performance of Agreement, however due to the default by the RESPONDENT, the PETITIONER suffered material and immaterial loss.

COST

15. In the performance of this Agreement, the PETITIONER has also used the services of professional consultants and financial institution and made a deposit payment required in article 3.4 of the Agreement, as described below:

 

COSTS INCURRED AMOUNT
Professional Financial Consultant Elliot Luther Advisory to:  
COSTS INCURRED AMOUNT
a. provide a professional Financial Due Diligence to the PETITIONER in performing this transaction. b. negotiate and assist the realization of the transaction contemplated in the Agreement. a. IDR 13,475,000,000 (thirteen billion, four hundred seventy-five million Rupiah) b. USD 300,000,000 (three hundred million United States Dollar)
Professional Legal Consultant Oentoeng Suria & Partner to perform a Legal Due Diligence on the Target Company IDR. 1,006,383,620 (one billion six million three hundred eighty-three thousand, six hundred twenty Rupiah)
Professional Legal Consultant Linklalers LLP's to make draft agreement on acquisition of the Target company. USD 150,000.00 (one hundred fifty thousand United States Dollar)
Deposit by the PETITIONER to the RESPONDENT in accordance to Article 3.4 of the Agreement. IDR 33,688,500,000 (thirty three billion six hundred eighty eight million five hundred thousand Rupiah).
TOTAL COST: IDR.48,169,883,620 (forty
COSTS INCURRED AMOUNT
  eight billion one hundred sixty nine million eight hundred eighty three thousand six hundred twenty Rupidh) and USD 450,000.00 (four hundred fifty thousand United States Dollar)

 

INDEMNITY:

16. the PETITIONER also suffered loss as a result of the loss of potential revenue in the form of loss of profit from the dividend and insurance business in the amount of IDR. 335,000,000,000 (three hundred thirty five billion Rupiah). This calculation is made to use discounted cash flow from the loss revenue for 5 (five) years with discount rate of 12,05% (twelve point zero five percent)

17. Whereas, the deposit received by the RESPONDENT from the PETITIONER per point No. 4. The PETITIONER shall be entitled to the interest of the deposit in the total of 7% per annum for a period of 15 months in the amount of IDR. 2,948,000,000 (two billion nine hundred forty eight million Rupiah).

18. Therefore, the total amount of cost, indemnity and interest claimed by the PETITIONER and shall be paid and/or settled by the RESPONDENT to the PETITIONER in this case is in the amount of IDR. 386,117,883,620 (three hundred eighty six billion one hundred seventeen million eight hundred eighty three thousand six hundred twenty Rupiah) and USD 450,000.00 (four hundred fifty thousand United States Dollar).

19. Whereas, since the loss suffered by the PETITIONER is caused by the default by the RESPONDENT, it is accurate and sufficiently reasonable for the PANEL of Arbitrators to punish the RESPONDENT to the pay loss to the PETITIONER immediately and in cash.

3.
Considering that based on basis of claim by the PETITIONER in the Application of Arbitration, the PETITIONER requests to the PANEL of Arbitrator s to accept and render an Award in this matter as follows:

3.1 To grant the PETITIONER'S claim in its entirety.

3.2 To declare that the Conditional Shares Purchase Agreement dated 11 January 2017 (including its appendices) by and between the PETITIONER as Buyer and RESPONDENT as Seller is valid and binding upon the PETITIONER and RESPONDENT.

3.3 To declare that the RESPONDENT has defaulted the Conditional Shares Purchase Agreement dated 11 January 2017 (including its appendices) by and between the PETITIONER as Buyer and the RESPONDENT as Seller against the PETITIONER.

3.4 To declare that the Conditional Shares Purchase Agreement dated 11 January 2017 (including its appendices) by and between PETITIONER as Buyer and RESPONDENT as Seller is null and void upon the date of this Arbitral Award.

3.5 To punish the RESPONDENT to pay cost (indemnity) in the amount up to IDR 48,169,883,620.00 (forty eight bullion one hundred sixty nine hundred million eight hundred eighty three thousand six hundred twenty Rupiah) and USD 450,000.00 (four hundred fifty thousand United States Dollar) and interest in the amount of IDR. 2,948,000,000.00 (two billion nine hundred forty eight million Rupiah). If otherwise considered by the PANEL of Arbitrators, the PETITIONER requests for the fairest award (ex aequo et bono).

EVIDENCE

4.
Considering that even though the RESPONDENT was not present at the First Hearing on 8 March 2018, yet the PANEL of Arbitrators did not immediately render a default judgment (veistek) but continued the examination process to the following stage:

4.1 reading of Injunctive Relief relating to competence of the PANEL of Arbitrators to examine and decide the Case, at the hearing on 23 March 2018;

4.2 verification of evidence submitted by the PETITIONER on 23 March 2018;

4.3 hearing on 6 April 2018 with the following agenda:

4.3.1 to hear the presentation by the PETITIONER on subject matter of Application of Arbitration:

4.3.2 to hear the statement Tact Witness brought by the PETITIONER; and

4.4 verification of additional evidence filed by the PETITIONER on 11 April 2018.

5.
Considering that to support the basis of the claim, the PETITIONER had submitted the evidences in the verification of evidence on 23 March 2018, as follows:

No.Document TitleFacts Proven
P-1 Deed of Statement of Joint Resolution of Shareholders of PT Reliance Capital Anton Budidjaja is the President Director of the PETITIONER authorized to
No.Document TitleFacts Proven
Management. No. 64 dated 13 September 2017, made before Herlina Latief, S.H., M.Kn Notary in South Tangerang appoint legal attorney to act for and on behalf of the company of the PETITIONER in the hearing.
P-1a Receipt of Notification on the Change of Corporate Data of PT Reliance Capital Management No. AHU-AH.01.03-0175504 dated 23 September 2017.
P-2 Engagement Letter between PETITIONER and law office Oentoeng Suria & Partners dated 20 January 2017. PETITIONER has signed legal consulting agreement with Oentoeng Suria & Partners law office in the amount of USD 75,000.00 (seventy five thousand United States Dollar) to perform a legal due diligence relating to Target acquisition.
P-2a Official Translation of Engagement Letter between PETITIONER and Oentoeng Suria & Partners law office dated 20 January 2017.
P-3 Fee Letter between PETITIONER and Eliot & The PETITIONER has signed financial consultancy
No.Document TitleFacts Proven
Luther Strategic Advisory dated 21 September 2016. agreement with Eliot & Luther Strategic Advisory for financial consultancy services relating to Target acquisition.
P-3a official Translation of Fee Letter between PETITIONER and Eliot & Luther Strategic Advisory dated 21 September 2016.
P-4 Conditional Share Purchase Agreement dated 11 January 2017 between PT Reliance Capital Management as Buyer and PT Maybank Indonesia Tbk as Seller ("Agreement"). This Agreement proved that the respondent: (1) has defaulted its obligations to use all reasonable efforts to ensure that Seller Condition Precedent are fulfilled (as set forth in article 4.3 of the Agreement); (2) did not negotiate in good faith with the PETITIONER even refused various solution offered by the PETITIONER (as provided
No.Document TitleFacts Proven
for in Article 11.10(a) Agreement): (3) unilaterally and unlawfully terminated the Agreement (as provided for in Article 8 of the Agreement); and (4) disclosed a misleading information on termination of Agreement to the mass media without consulting with the PETITIONER (as provided in Article 11.8 of the Agreement). Which constitute default of the Agreement.
P-5 Proof of transfer of Bank Permata No. Ref: A 554581 dated 11 January 2017 in the amount of IDR. 33,688,500,000.00 from the The PETITIONER has fulfilled its obligations under Article 3.4 of the Agreement to pay to the RESPONDENT deposit in the
No.Document TitleFacts Proven
account of the PETITIONER to the account of the RESPONDENT. amount of IDR. 33,688,500,000.00 (thirty three billion six hundred eighty eight million five hundred thousand Rupiah) or the equivalent of 5% of Purchase Price in cash by bank transfer at signing date Agreement (Vide Article 3.4 of the Agreement).
P-5a Statement Account of Bank Permata No. CIF R000NSU of PT Reliance Capital Management (the PETITIONER) for the reporting period of 1 January 2017 - 31 January 2017. It proved that the PETITIONER has transferred the deposit fund to the RESPONDENT in the amount of IDR. 33,688,500,000.00 (thirty three billion six hundred eighty eight million five hundred thousand Rupiah) on 11 January 2017.
P-6 Electronic mail (email) from Joel Hogarth as The PETITIONER has in good faith offered a Waiver of
No.Document TitleFacts Proven
advisor for the PETITIONER dated 24 March 2017 to Thilagavathy Nadason as the Director of Finance of the RESPONDENT (TNadason@maybank.co.id) and Anton Budidjaja as the Director of the PETITIONER (budidjaja@reliancegroup.c o.id) Condition Precedent (Waiver of CP) for failure to comply with the Seller Condition Precedent by the RESPONDENT [Vide article 4.2 of Agreement] for due performance of the Agreement.
P-6a Official Translation of Electronic Mail (Email) of Joel Hogarth as advisor of the PETITIONER dated 24 March 2017 to Thilagavathy Nadason as the Director of Finance of the RESPONDENT (TNadason@maybank.co.id) and Anton Budidjaja as the Director of the PETITIONER (budidjaja@reliancegroup.c o.id)
P-7 Electronic Mail from The RESPONDENT has
No.Document TitleFacts Proven
Thilagavathy Nadason as the Director of Finance of Lire RESPONDENT (TNadason@maybank.co.id) dated 27 April 2017 to Anton Budidjaja as President Director of the PETITIONER (budidjaja@reliancegroup.c o.id) unilaterally stated that the Agreement is terminated and admitted that the RESPONDENT has defaulted the Seller Condition Precedent, which proved that the RESPONDENT has defaulted its obligations under Article 4.3 and 8.1 of the Agreement. This document also proved that the RESPONDENT did not perform the Agreement in good faith as required by Article 1338 (3) Civil Code, by making a confession of default without any explanation or efforts to seek solution. The RESPONDENT has unilaterally and unrightfully attempted to
P-7a Official Translation of Electronic Mail from Thilagavathy Nadason as the Director of Finance of the RESPONDENT (TNadason@maybank.co.id) dated 27 April 2017 to Anton Budidjaja as the President Director of the PETITIONER (budidjaja@reliancegroup.c o.id)
No.Document TitleFacts Proven
terminate the agreement, which right to terminate is vested in the PETITIONER because the RESPONDENT has defaulted its obligations as admitted by itself [Vide Article 4.5 (a) and Article 8 of the Agreement)
P-8 Letter of the PETITIONER to the RESPONDENT dated 27 April 2017 a. The PETITIONER has offered to the RESPONDENT, a solution to comply with the Seller Condition Precedent as the obligation of the RESPONDENT [Article 4.5 of the Agreement] b. The PETITIONER has exercised its rights to extend the Long Stop Date [Article 4.5(a) of the Agreement], so that the obligation of the
P-8a Official Translation of the PETITIONER to the RESPONDENT dated 27 April 2017
No.Document TitleFacts Proven
Parties to fulfill its respective obligations set forth in the Agreement is also immediately extended.
P-9 Investor Daily newspapers edition of 5 May 2017 on Markets & Corporate News column with the title of "Maybank Seeks New Investor of WOM Finance other than Reliance" RESPONDENT has defaulted the agreement by making disclosure/announcement relating to the Agreement without the prior written consent from the PETITIONER [Article 11.B of the Agreement]
P-10 Letter from the PETITIONER to the RESPONDENT dated 15 May 2017 PETITIONER requested the RESPONDENT to negotiate the fulfillment of seller condition precedent in [Article 11.10(a) of the Agreement] and it is proven that PETITIONER has in good faith used all efforts to ensure the Agreement for the interest
P- 10a Official Translation of letter from the PETITIONER to the RESPONDENT dated 15 May 2017
No.Document TitleFacts Proven
of the Parties.
P-11 Invoice No. 3208171 dated 20 February 2017 from Oentoeng Suria & Partners in the amount of IDR. 653,717,636.00 Oentoeng Suria & Partners Law Office has issued first invoice for legal advice in the amount of IDR. 653,717,636,00 (six hundred fifty three million seven hundred seventeen thousand six hundred thirty six Rupiah).
P-11a Official Translation of Invoice No. 3208171 dated 20 February 2017 from Oentoeng Suria & Partners in the amount of IDR 653,717,636.00
P-12 Invoice No. 120000505 dated 2 March 2018 from Oentoeng Suria & Partners in the amount of IDR. 371,010,640.00 Oentoeng Suria & Partners Law Office has issued second invoice for legal services in the amount of IDR. 371,010,640.00 (three hundred seventy one million ten thousand six hundred forty Rupiah)
P-12a Official translation of Invoice No. 3208171 dated 20 February 2017 from Oentoeng Suria & Partners in the amount of IDR. 371,010,640.00
No.Document TitleFacts Proven
P-13 Proof of Transfer of Bank Permata No. Reff: B 322236 dated 8 September 2017 in the amount of IDR. 321,043,818.00 The PETITIONER has paid for legal services to Oentoeng Suria & Partners law office (in 3 payments) in the total of IDR. 1,006,383,620.00 (one billion six million three hundred eighty three thousand six hundred twenty Rupiah).
P-14 Proof of Transfer from Bank BKE dated 10 November 2017 in the amount of IDR 321,008,818.00
P-15 Proof of Transfer Bank Permata No. Reff: K 142426 dated 20 March 2018 in the amount of IDR. 354,330,984.00
P-16 Book "Indonesian Civil Code of Procedure", 4th edition, First Print, Liberty, Yogyakarta, 1993, page 149, by Prof. Dr. Sudikno Mertokusumo. S.H. Opinion of a legal expert Prof. Dr. Sudikno Mertokusumo. S.H. (Professor at Faculty of Law Gadjah Mada University), which prove that confession of the RESPONDENT on failure to comply with the Buyer Condition Precedent constitutes a prima facie
No.Document TitleFacts Proven
evidence of a default by the RESPONDENT.

6.
Considering that the PFTTTIONER has also submitted additional document evidence verified on 11 April 2018 as follows:

NoName of DocumentsProven Facts
1SUPPLEMENTAL EVIDENCE TO THE DEED OF EVIDENCE DATEDMARCH 23 2018
P-8b Electronic mail (email) from Anton Budidjaja as the Director of the PETITIONER dated 28 April 2017 to Thilagavathy Nadason as the Director of Finance of the RESPONDENT. c. PETITIONER has offered to the RESPONDENT the solution to fulfill the seller condition precedent as the obligation of the RESPONDENT [Article 4.5 of the Agreement] which proved the good faith of the PETITIONER and the fact that default by the
P-8c Official Translation of electronic mail (email) from Anton Budidjaja as the Director of the
NoName of DocumentsProven Facts
PETITIONER sated 28 April 2017 to Thilagavathy Nadason as the Director of Finance of the RESPONDENT. RESPONDENT should have been avoided. d. The PETITIONER has exercised its right to extend the Long Stop Date by letter of Long Stop Date Extension dated 27 April 2017 [Vide Exhibit P-8 and P-8a] [Article 4.5 (a) of the Agreement] and the RESPONDENT is proven to have more than sufficient time to fulfill its obligations.
IIADDITIONAL EVIDENCE
A.PROOF OF DEFAULT BY THE RESPONDENT IN OBTAININGAPPROVAL BY CREDITORS
P-17 Electronic Mail (email) of Wai Kit Choong as representative of the RESPONDENT dated 21 October 2016 to Iman The RECPONDENT through its representative delivered the draft Conditional Shares Purchase Agreement, containing the provisions
NoName of DocumentsProven Facts
Pribadi as the Director of the PETITIONER. requiring the RESPONDENT to obtain approval of Target creditor as the Seller Condition Precedent, to the PETITIONER. Hence, it is proven that since the beginning that the RESPONDENT has solely chosen the obligation to obtain approval from Target creditor. The RESPONDENT has the opportunity, time and position to determine and fulfill its obligations (especially the obligation to obtain approval from Target creditor) which has determined and agreed by itself.
P-17a Official translation of electronic mail (email) from Wai Kit Choong as the Representative of the RESPONDENT dated 21 October 2016 to Iman Pribadi as the Director of the PETITIONER.
P-18 Draft Conditional Shares Purchase Agreement.
P-18a Official translation of draft Conditional Shares Purchase Agreement
P-19 Electronic mail (email) from Thilagavathy Nadason The RESPONDENT informed the PETITIONER that the
NoName of DocumentsProven Facts
as the Director of Finance the RESPONDENT dated 17 March 2017 to Anton Budidjaja as the Director of the PETITIONER. RESPONDENT had difficulties obtaining approval from Target creditor, namely Bank Panin. It is proven that default by the RESPONDENT to obtain approval from Target creditor was started to shown/known when Bank Panin was not willing to give its approval.
P-19a Official Translation of the electronic mail (email) of Thilagavathy Nadason as the Director of Finance of the RESPONDENT dated 17 March 2017 to Anton Budidjaja as the Director of the PETITIONER.
B.EVIDENCE OF DEFAULT AND ATTEMPT OF THE RESPONDENT TODEFAULT THE AGREEMENT
P-20 Electronic mail (email) of Joe Hogarth as advisor of the PETITIONER dated 2 March 2017 to Ken Prasadtyo as advisor of the RESPONDENT When the RESPONDENT knew that is was unable to fulfill all of its obligations set forth in the Agreement, the RESPONDENT argued that the approval from creditor is not one of the Seller
P-20a Official Translation of electronic nail (email) of
NoName of DocumentsProven Facts
Joel Hogarth as advisor of the PETITIONER doted 2 March 2017 to Ken Prasadtyo as advisor for the RESPONDENT. Condition Precedent. Based on the above, there is no basis and it is an attempt by the RESPONDENT to neglect its obligations. The PETITIONER through its advisor has confirmed to the RESPONDENT that the approval of Target creditor is clearly include to the definition of Approval govern in the Agreement. The PETITIONER also confirmed that the RESPONDENT has made a guarantee in the Agreement that the Target is not bankrupt or unable to repay its debt when duo.
NoName of DocumentsProven Facts
P-21 Electronic mail (email) of Thilagavathy Nadason as the Director of Finance of the RESPONDENT dated 4 April 2017 to Joel Hogarth as advisor for the PETITIONER. The RESPONDENT is proven that it had rejected the good faith and solution offered by the PETITIONER (waiver of the obligation of the RESPONDENT to obtain approval from Target creditor) which was having difficulties to fulfill its obligations to obtain approval of Target creditor. whereas the RESPONDENT had been refusing the facility and solution being offered by the PETITIONER, then the RESPONDENT should have been ensured and had no justifying ground for the RESPONDENT to not fulfill its obligations.
P-21a Official Translation of electronic mail (email) of Thilagavathy Nadason as Director of Finance of the RESPONDENT dated 4 April 2017 to Joel Hogarth as advisor of the PETITIONER.
P-22 Letter of the RESPONDENT to the PETITIONER No. S. The RESPONDENT refused the extension of the Long Stop
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2017.040/PRESDIR dated 22 June 2017. Date and unrightfully terminated the Agreement. This proved the default by the RESPONDENT of Article 4.3 of the Agreement.
P-22a Official Translation of letter the RESPONDENT to the PETITIONER No. S. 2017.040/PRESDTR dated 22 June 2017.
P-23 Letter of the RESPONDENT to the PETITIONER No. S.2017.027/PRESDIR dated 27 April 2017. The RESPONDENT requested an approval from the PETITIONER to terminate the Agreement upon mutual agreement between the PETITIONER and the RESPONDENT as stated in Article 8.1 of the Agreement. This proved that the RESPONDENT admitted that the Agreement cannot be unilaterally terminated, and therefore the Agreement remain in full force and binding upon the
P-23a Official Translation of letter from the RESPONDENT to the PETITIONER No. S. 2017.027 /PRESDIR dated 27 April 2017
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Parties.
P-24 Electronic mail (email) of Ng Cin Cin as the Representative of the RESPONDENT dated 28 April 2017 to Iman Pribadi as the Director of the PETITIONER. The RESPONDENT refused the extension of Long Stop Date and requested a termination of the Agreement upon mutual agreement between the PETITIONER and the RESPONDENT. This also proved that the RESPONDENT admitted that the Agreement cannot be terminated unilaterally and therefore Agreement remain valid and binding upon the Parties.
P-24a Official Translation of electronic mail (email) of Ng Cin Cin as the Representative of the RESPONDENT dated April 2017 to Iman Pribadi as the Director of the PETITIONER
P-25 Letter of the RESPONDENT The RESPONDENT unrightfully
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to the PETITIONER No. S. 2017.032/PRESDIR dated 12 May 2017. and unilaterally declared that the Agreement has been terminated, while the RESPONDENT knew that Agreement shall be terminated upon agreement of the PETITIONER and the RESPONDENT. This proved that the RESPONDENT has attempted to neglect its obligations being set forth in the Agreement and to perform the sale and purchase of Target's shares.
P-25a Official Translation of letter of the RESPONDENT to the PETITIONER No. S. 2017.032 PRESDIR dated 12 May 2017.
P-26 Letter of the RESPONDENT to the PETITIONER No. S. 2017.046/PRESDIR dated 25 July 2017. a) the RESPONDENT forced the PETITIONER to issue a written confirmation that Agreement has been terminated. The RESPONDENT also argued that it will make a new agreement/ solution in
P-26a Official translation of letter of the RESPONDENT to the PETITIONER No. S. 2017.046 /PRESDIR dated 25
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July 2017. relation to acquisition of Target's shares if PETITIONER approves the termination. b) this proved that the RESPONDENT admitted its default and attempted to terminate the Agreement so that there is no liability could be obtained from the RESPONDENT.
C.EVIDENCE ON FULFILLMENT OF THE PETITIONER'S OBLIGATIONS AND EFFORTS TO PERFORM THE SALE AND PURCHASE OF TARGET'S SHARES
P-27 Deed No. 329 dated 14 September 2016, made before Rosita Rianauli Sianipar, S.H. Mkn., Notary in Jakarta. It is proven that Anton Budidjaja is the Director of the PETITIONER who is authorized to sign the Agreement on behalf of the PETITIONER on 11 January 2017.
P-28 Receipt of Notification on the Change of Corporate Data of the Ministry of
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Law and Human Rights No. AHU-AH.01.33-0080433 dated 15 September 2016.
p-2 9 Letter of Maybank Investment Bank Berhad dated 2 September 2016 on Project Matrix: Instruction to Submit the Definitive Binding Offer. a) the RESPONDENT by its representative has determined the PETITIONER as a Shortlisted Participant in the share divestment plan of the RESPONDENT in the Target. b) Hence, it is proven that the commitment by the PETITIONER and the RESPONDENT to the Agreement is based on the process of verification and consideration by the RESPONDENT and its representative therefore the Parties shall be fully committed to
P-2 9a Official Translation of letter of Maybank Investment Bank Berhad dated 2 September 2016 on Project Matrix: Instruction to Submit the Definitive Binding Offer.
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fulfil each obligation and perform the Agreement.
P-30 Letter of the PETITIONER dated 7 November 2016 on the Binding Offer for Share Acquisition of PT Maybank Indonesia Tbk in PT Wahana Ottomitra Multiartha Tbk. a. The PETITIONER has submitted the offer to the RESPONDENT by its representative in relation to the share acquisition plan of the RESPONDENT in the Target. b. The RESPONDENT has known since the beginning that the PETITIONER has no sufficient fund to pay the Purchase Price. c. Since the beginning (long before the PETITIONER was appointed as the frontrunner of the divestment tender) the RESPONDENT has fully acknowledged and
P-30a Official Translation of letter of PT Reliance Capital Management dated 7 November 2016 on be Binding Offer for Share Acquisition of PT Maybank Indonesia Tbk in PT Wahana Ottomitra Multiartha Tbk.
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recognized that for the optimized leveraged interest, payment of Purchase Price will be made by third party financing (acquisition financing). d. Therefore, it is proven that the RESPONDENT action by refusing the evidence of the fund sufficiency of the PETITIONER for any reason has no basis and constitutes a bad faith of the RESPONDENT to neglect its obligations being set forth in the Agreement.
P-31 Electronic mail (email) of Mia Dora d/o Ismail as the Representative of the RESPONDENT dated 28 a. The RESPONDENT through its representative appointed PETITIONER as frontrunner of
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November 2016 to Iman Pribadi as the Director of the PETITIONER. divestment tender and not appointed any other companies, after verified the capacity of the PETITIONER to purchase the shares of the RESPONDENT. b. The RESPONDENT through its representative received and accepted the offer from the PETITIONER, including the source of financing to be used by the PETITIONER in the acquisition of shares Of the RESPONDENT in the Target. Therefore, there is no argument for the RESPONDENT upon its default, to refuse the evidence of the fund sufficiency of the
P-31a The Official Translation of electronic mail (email) of Mia Dora d/o Ismail as the Representative of the RESPONDENT dated 28 November 2016 to Iman Pribadi as the Director of the PETITIONER.
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PETITIONER.
P-32 electronic mail (email) of Ng Cin Cin as the representative of the RESPONDENT dated 11 January 2017 to Iman Pribadi as the Director of the PETITIONER. The RESPONDENT by its representative has confirmed that it has received the payment of deposit by the PETITIONER in the amount of IDR. 33,688,500,000.00 (thirty three billion six hundred eighty eight million five hundred thousand Rupiah), which constitutes the performance of the obligation of the PETITIONER and the evidence of commitment and good faith of the PETITIONER in performing the Agreement.
P-32a The Official translation of electronic mail (email) of Ng Cin Cin as the representative of the RESPONDENT dated 11 January 2017 to Iman Pribadi as the Director of the PETITIONER.
P-33 Letter of Financial Services Authority No.: S- 1583/NB.11/2017 dated 7 April 2017 on the Request a) The Financial Services Authority (Otoritas Jasa Keuangan -OJK) as the authority in
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for Approval of the Nomination of the Controlling Shareholder of PT Wahana Ottomitra Multiartha Tbk. finance to verify, control and supervise the shares purchase or the RESPONDENT in the Traget, has confirmed that the PETITIONER has the fit and proper whether in financing and source of financing or other requirements to perform the acquisition of shares in the Target and to become a controlling shareholder in the Target b) This document proved the performance of the obligation of the PETITIONER being set forth in the Buyer Condition Precedent. Therefore, it is proven that the PETITIONER has
P-34 Resolution of the Member of the Board of Commissioners of Financial Services Authority No.: Kcp-I66/NB.11/2017 dated 7 April 2017 on the Results of Fit and Proper Test of PI Reliance Capital Management as the Prospective Controlling Shareholder of PT Wahana Ottomitra Multiartha Tbk.
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fulfilled all of its obligations being set forth in the Buyer Condition Precedent Buyer including that it has sufficient fund. c) As there is this approval from OJK, then it is proven that the RESPONDENT which state that the PETITIONER is unable to show its fund capacity to purchase the shares of the RESPONDENT in the Target has no basis and was a bad faith of the RESPONDENT.
P-35 Electronic mail (email) of Ming Eng as the CFA Olympus Asia Capital Credit dated 23 December 2016 to Anton Budidjaja as a. The PETITIONER has secured financing from Olympus Asia Capital Credit to finance the acquisition of the
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the Director of the PETITIONER. Target in the amount of US$ 30,000,000.00 (thirty million United States Dollar). This has proven a commitment of the PETITIONER to finance the debt of the Target to its creditors so that the approval of Target's creditor being the obligation of the RESPONDENT is not necessary. b. The PETITIONER has informed the RESPONDENT that the PETITIONER has obtained fund in the amount of USD 30,000,000.00 (thirty million United States Dollar) from Olympus Asia Capital Credit to finance the debt of the
P-35a Official Translation of Electronic mail (email) of Ming Eng as the CFA Olympus Asia Capital Credit dated 23 December 2016 to Anton Budidjaja as the Director of the PETITIONER.
P-36 Letter of the PETITIONER No.018/RCM/-DIR/VI/2017 dated 7 June 2017.
P-36a Official Translation of letter of the PETITIONER No.018/RCM/-DIR/VI/2017 dated 7 June 2017.
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Target's creditor. Therefore, there is no argument for the RESPONDENT to not fulfill the Seller Condition Precedent.
P-37 Letter of PETITIONER to the RESPONDENT dated 29 April 2017 on Proof of Funds Confirmation & Document Evidences. The PETITIONER has also submitted to the RESPONDENT a proof of fund sufficiency of the PETITIONER in the amount of IDR. 792,138,326,258.00 (seven hundred ninety two billion one hundred thirty eight million three hundred twenty six thousand two hundred fifty eight Rupiah), which exceeding the Purchase Price of IDR. 673,770,000,000.00 (six hundred seventy three billion seven hundred
P-37a Official Translation of letter of the PETITIONER to the RESPONDENT dated 29 April 2017 on Proof of Funds Confirmation & Document Evidences.
P-38 Electronic mail (email) of Iman Pribadi as the Director of the PETITIONER dated 29 April 2017 to Ng Cin Cin as the
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representative of the RESPONDENT. seventy million Rupiah). This has proven that the PETITIONER has the capacity to pay the Purchase Price, even without obtaining loan from other party.
P-38a Official translation of electronic mail (email) of Iman Pribadi as the Director of the PETITIONER dated 29 April 2017 to Ng Cin Cin as the representative of the RESPONDENT.
P-39 Letter of the PETITIONER to the RESPONDENT No. 019/RCM-DIR/VII/2017 dated 10 July 2017. The PETITIONER continued its efforts to offer a solution to the RESPONDENT to takeover the responsibility for finding a source of refinancing to overcome the RESPONDENT'S failure to obtain approval from Target's creditor. It is proven that the PETITIONER is committed to perform the Agreement and used all efforts to assist
P-39a Official translation of letter of the PETITIONER to the RESPONDENT No. 019/RCM-DIR/VII/2017 dated 10 July 2017.
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the RESPONDENT in fulfilling the obligation of the RESPONDENT. So, there is no argument for the RESPONDENT to not fulfilling its obligations.
P-4 0 Letter of the PETITIONER to the RESPONDENT No. 021/RCM-DIR/VIII/2017 dated 29 August 2017. The PETITIONER has informed the RESPONDENT that the PETITIONER has obtained a financing in the amount of USD 190,000,000.00 (one hundred ninety million United States Dollar) which part of it will be used to refinance the debt of the Target on the Target's creditor which is not giving their approval. Therefore it is proven that there is no argument for the RESPONDENT to not
P-40a Official translation of letter of the PETITIONER to the RESPONDENT No. 021/RCM-DIR/VIII/2017 dated 29 August 2017.
P-40b Summary Indicative Financing Terms on August 2017 by and between Nomura Singapore Limited and PT Reliance Capital Management.
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fulfilling its obligations as set forth in the Seller Condition Precedent Let alone to terminate the Agreement.
D.EVIDENCE OF INDEMNITY CLAIM BY THE PETITIONER
P-41 Invoice of Elion & Luther Advisory Limited No: 2017- RC-0001 dated 21 January 2017. The service of the Eliot & Luther Advisory Limited as the financial advisor which has been utilized by the PETITIONER for the purpose of the performance of the Agreement was in the amount of IDR 13,750,000,000.00 (thirteen billion seven hundred fifty million Rupiah) and USD 300,000.00 (three hundred thousand United States Dollar). This proved that the PETITIONER is obliged to make payment for the
P41a Official Translation of Invoice Eliot & Luther Advisory Limited No: 2 017- RC-0001 dated 21 January 2017.
P-42 Invoice of Eliot & Luther Advisory Limited No: 2017-RC 0002 dated 10 March 2017.
P-42a Official Translation of Invoice of Eliot & Luther Advisory Limited No: 2017- RC-0002 dated 10 March
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2017. Financial Advisor Eliot & Luther Advisory Limited upon its services for the interest of the performance of the Agreement.
P-43 Engagement Letter in respect of the USD 30,000,000.00 Senior Secured Term Loan dated 31 March 2017 executed by and between Linklaters Singapore Pte. Ltd. and PT Reliance Capital Management. The PETITIONER has used the services of Linklaters Singapore Pte. Ltd. law office to make facility documents in the amount of USD 30,000,000.00 between Olympus Capital Asia Credit as Lender and PT Reliance Capital Management as Borrower. This has proven that the PETITIONER is obliged to make payment to Linklaters Singapore Pte. Ltd. for its services rendered for facility document in the amount of USD
p-43a Official translation of the Engagement Letter in respect of the USD 30,000,000 Senior Secured Term Loan dated 31 March 2017 executed by and between Olympus Capital Asia Credit as Lender and PT Reliance Capital
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Management as Borrower. 30,000,000.00 between Olympus Capital Asia Credit as Lender and PT Reliance Capital Management as Borrower.
P-44 Financial Statement of PT Wahana Ottomitra Multiartha Tbk dated 31 December 2017 and for the year ended on such date and independent auditor report. a) It proved that the Target obtained profit in the amount of IDR. 174,513,000,000.00 (one hundred seventy four billion five hundred thirteen million Rupiah) for the year 2017. b) This is used as a reference in calculating the anticipated profit of the PETITIONER if the RESPONDENT did not neglect the performance of the Agreement and the shares of the RESPONDENT in the
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Target has been transferred to the PETITIONER. Therefore, it proved that the indemnity claim by the PETITIONER in calculating the anticipated profit based on and in accordance with Article 1246 Civil Code.
P-45 Printscreen of Bank Indonesia web site on page of Explanation on BI Rate as Reference Interest Rate accessible through ht tps:// www.b.go.id/ id/moneter/bi - rate/penjelasan/ Contents/default.aspx on 8 April 2018. at 21.45 WIB. Explanation of Bank Indonesia on BI Rate as Reference Interest Rate in determining the calculation of the total of the indemnity. This proved that the calculation of the PETITIONER on indemnity claim refers to interest rate which is acceptable in public.
P-46 Printscreen of Bank The PETITIONER used the
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Indonesia web site on page of BI Rate with the title of BI Rate accessible through https://www.b.go.id/ id/moneter/bi-rate/penjelasan/ Contents/default.aspx on 8 April 2018 at 21.45 WIB. greater discount rate, 12.05% compared with dengan BI Rate which ranging only 6.5% at the lowest point and 7.5% for the highest point for the year 2016 in calculating the indemnity claim. This has proven that the amount of loss suffered by the PETITIONER is higher than the amount of indemnity claimed to the RESPONDENT. We filed this calculation whatsoever because the indemnity claim by the PETITIONER is based on fairness and good faith.
P-47 Projected profit of the PETITIONER. Proof of basis for calculation of indemnity claim by the PETITIONER: a) Projected sales volume
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using the sales volume of the Target calculated since April until December 2017 with 9 months premium IDR. 61,400,000,000.00, b) Annualized premium IDR 81.9 Billion.
E.EVIDENCE OF THAT PETITION HAS BEEN SUBMITTED TO THEINDONESIAN NATIONAL BOARD OF ARBITRATION
P-48 Printed Client Alert Baker Mckenzie edition of September 2016 with the title of BANI Duality: Between the Original and the Renewed One. Hadiputranto Hadinoto & Partners as legal advisor of the RESPONDENT has known prior to the signing of that there was a duality in BANI. Therefore, it is proven that at the signing of the Agreement the parties knew that there is two BANI which can examine and decide the dispute in connection with the Agreement
P-48a Official Translation of print Client Alert Baker Mckenzie edition of September 2016 with the title of BANI Duality: Between the Original and the Renewed One".

7.
Considering that other than filing the evidence as above, the PETITIONER also submitted other evidence by filing the statement of Fact Witness as follows:

7.1 Fact Witness Mr. Anton Budidjaja, in the hearing on 6 April 2018:

7.2 Fact Witness Mr. Joel Hogarth, in the hearing on 6 November 2017.

8.
Considering that Mr. Anton Budidjaja has delivered the statement under oath as follows:

8.1 The Witness staled that he is the President Director of the PETITIONER who, when representing the PETITIONER in his capacity as the President Director to negotiate and sign the Agreement, while he was appointed as the President Director at that time under the Resolution of the General Meeting of the Shareholders of PT. Reliance Capital Management as set forth in Deed No. 329 dated 14 September 2016 made before Rosita Rianauli Sianipar, S.H., Mkn. Notary in Jakarta, which has received the Receipt of Notification on the Change of Corporate Data No. AHU-AH.01.03.00804.33 dated 15 September 2016 from the Ministry of Law and Haman Rights.

8.2 The witness stated that the proposal of the PETITIONER started from the invitation of the Respondent which represented by its advisor namely, Maybank Investment Bank Berhad on August 2016 to participate in the share divestment plan of the Respondent in the Target on 9 August 2016, he represented the PETITIONER at the kick, off meeting at office of the Respondent in relation to the said plan.

8.3 The witness stated that on 2 September 2016, the PETITIONER is appointed as one of the shortlisted participants by Maybank Investment Bank Berhad on behalf of the Respondent.

8.4 The Witness stated that on 7 November 2016. PETITIONER submitted the bid letter dared 7 November 2015 signed by himself to the RESPONDENT. In the said letter, they (the PETITIONER) explained in detail in relation to their financial position and source of fund for the acquisition of shares of the RESPONDENT in the Target as excerpted below:

"The consortium has more than sufficient source of fund to settle the transaction. Reliance Group currently has more than US$40 million cash and equivalent to the financial balance without material loan liability and may increase the balance from the shareholder if required. However, for purpose of the optimized leverage, there is a possibility to find the financing for the acquisition for such transaction. This should not affect the transaction, yet the minimum cooperation is requested from the information and perspective of coordination".

8.5 The witness stated that further to his knowledge of financial position and source of fund as stated in the bid letter above, they (the PETITIONER) is appointed as the frontrunner of such divestment via electronic mail (email) dated 28 November 2016 at 9.09 from Mia Idora d.o Ismail (as the Director of Merger & Acquisition of Maybank Investment Bank Berhad) to Iman Pribadi (as the Director of the PETITIONER) that the PETITIONER fully acknowledged of and agreed to the source of funds from the PETITIONER.

8.6 The witness stated that as a prospective buyer of the Target's shares being appointed by the Respondent and to guarantee the due performance of the sale and purchase of shares, then in preparing the acquisition of Target's shares, the PETITIONER has appointed and paid its professional advisors as follows:

8.6.1 Oentoeng Suria & Partners law office to carry cut legal due diligence in the amount of IDR 1,006,383,620 [one billion six million three hundred eighty-three thousand six hundred twenty Rupiah); and

8.6.2 Eliot & Luther Advisory Limited to provide financial consultation services, enter into negotiation relating to pre-acquisition also assist in performance the Agreement in the amount of IDR 13,475,000,000 (thirteen billion four hundred seventy-five million Rupiah) and USD 300,000 (three hundred thousand United States Dollar).

8.7 The witness said that further, the PETITIONER and the Respondent entered into a negotiation stage of the Agreement. At this stage, both the PETITIONER and the Respondent understand that approval of the Target's creditor is necessary so that the acquisition of shares of the Respondent in the Target can be performed perfectly, the Parties agreed that the Respondent has the obligation to obtain approval from the Target's creditor as one of the Conditions Precedent in the draft Agreement which is drafted by the Respondent. The draft of the Agreement of the Respondent was given on 21 October 2016, via electronic mail (email) delivered by Wai Kit Choong (as Assistant Manager of Merger & Acquisition of Maybank Investment Bank Berhad).

8.8 The witness said that on 11 January 2017, he represented the PETITIONER while the Respondent is represented by Taswin Zakaria as the President Director and Jenny Wiriyanto as the Director executed such Agreement which also reconfirmed that approval of Target's creditor is one of the clauses in the Condition Precedent to be fulfilled by the Respondent.

8.9 The witness said that on the same date, the PETITIONER transferred the fund in the amount of IDR 33,688,500,000 (thirty three billion six hundred eighty eight million five hundred thousand Rupiah) from the account of the PETITIONER to the account of the Respondent for the payment of deposit fund being required in the Agreement, which receipt in the account of the Respondent has been confirmed via electronic mail (email) by Ng Cin Cin (as the Corporate Finance and Capital Management of the Respondent) to Iman Pribadi.

8.10 The witness said that he knew that in the telephone conversation between Joel Hogarth (investment advisor from the PETITIONER) and Ken Prasadtyo (legal advisor of the Respondent from the law office Hadiputranto Hadinoto Partners) on 24 February 2017, Ken Prasadtyo suddenly stated that the approval of the creditor is not included in the Seller Condition Precedent. From that moment, he began to recognise the intention of the Respondent to withdraw from its obligations to obtain the approval of the Target's creditor, he assumed that the Respondent has a bad faith to withdraw from this transaction taking having in mind that at that time the market price of the Target's shares suddenly rose from IDR 147 (one hundred forty-seven Rupiah) per share to IDR 224 (two hundred twenty four Rupiah) per share or experiencing an Increase by 52.3%.

8.11 The witness said that then, he was sure that PETITIONER was ready and capable of acquiring the shares of the Respondent in the Target. The readiness and capacity of the PETITIONER can be proven by the approval of the Financial Services Authority (OJK) based on the Decree of the Member of the Board of Commissioners of the Financial Services Authority No. KEP-166/NB.11/2017 on Results of Fit and Proper Test of PT Reliance Capital Management as prospective Controlling Shareholder of PT Wahana Ottomitra Multiartha Tbk dated 7 April 2017 ("OJKAssessment").

Considering the fit and proper test of OJK, it is clearly stated that based on the fit and proper test proven by OJK that the PETITIONER has fulfilled the requirements to acquire the Target to become the prospective Controlling Shareholder of Target.

8.12 The witness stated that based on the statement of Ken Prasadtyo, he knew that Joel Hogarth has sent an electronic mail (email) dated 2 March 2017 to Ken Prasadtyo and confirmed that the approval of Target's creditor is definitely covered in the definition of Approval. In the correspondence, Joel Hogarth also confirmed that the Respondent has guaranteed that the Target is not bankrupt or unable to pay its debt when due (in this case will happen if approval by the Target Creditor is non obtained).

8.13 the witness stated that at the meeting, he even offered the Respondent to refinance the Target's debts to the creditor which is not willing to grant its approval to facilitate the Respondent in fulfilling its obligations.

8.14 The witness stated that on March 2017, he received an electronic mail (email) from Thilagavathy Nadason (as the Director of Finance of the Respondent) dated 17 March 2017 stating that the Respondent found it difficult to fulfill the Condition Precedent namely the approval of Target's creditor, namely Bank Panin. Moreover, he was also being informed that the Respondent failed to obtain approval from PT. Rank Central Asia Tbk.

8.15 The witness stated that further on 24 March 2017, upon his instruction, Joel Hogarth sent an electronic mail (email) to Thilagavathy Nadason to provide an alternative solution so as to enable the Respondent may fulfil- its obligations by offering a waiver of the obligation of the Respondent to obtain approval of Target's creditor, provided that the Respondent must ensure that the Target could be fully financed at the closing of the Agreement in lieu of the approval of the Target's creditor.

8.16 The witness stated that in the response which is delivered by Thilagavathy Nadason on 4 April 2017, the Respondent refused the good faith and solution offered by the PETITIONER.

8.17 The witness stated that at the same time, he and the team (the PETITIONER) continued to fulfill its obligations and secured financing in the amount of USD 30,000,000 (fifty million United States Dollar) from Olympus Capital Partners. In relation to this matter, on behalf of the PETITIONER he also has appointed Linklaters LLP law office to make a legal documentation relating to the financing. As for the appointment of the third party for the financing the sale and purchase of this Target's shares, has also been known by the PETITIONER prior to the PETITIONER was appointed as the frontrunner of the divestment tender as stated in the bid letter of the PETITIONER. Generally, the financing for sale and purchase of shares is a general practice which is accepted in the banking industry or financing.

8.18 The witness said that on 7 April 2017, he attended the meeting at office of Respondent. At that meeting, the Respondent admitted that it was unable or has failed to obtain the approval of the Target's creditor as the Seller Condition Precedent.

8.19 The witness said that by electronic mail (email) dated 27 April 2017 sent by Thilagavathy Nadason to him and Joel Hogarth. The Respondent re-admitted its failure in obtaining the approval of the Target's creditor. Thilagavathy Nadason also stated that the Respondent will send a letter to terminate the Agreement and requested approval and signature to approve the termination of Agreement

8.20 The witness said that on 28 April 2017, he represented the PETITIONER to send the letter of extension of Long Stop Date via electronic mail (email) to Thilagavathy Nadason. He believed that the extension is the absolute right of the Respondent being govern in the Agreement, which at that time was not realized by the Respondent as the Respondent directly took the position to seek termination of agreement.

8.21 The witness said that on 5 May 2017, he read the daily newspapers "Investor Daily" containing the news on the termination of Agreement which is made based on the information provided by the Respondent. He believed that this matter has constituted a breach of the Agreement which principally governs that to make an announcement, the Respondent must obtain written approval from the PETITIONER or prior consult with the PETITIONER. He had never been informed in relation the publication and moreover there had no termination of the Agreement in the manner agreed to in the Agreement.

8.22 The witness said that on 15 May 2017, he sent a letter on behalf of the PETITIONER to the Respondent to discuss in mutual consensus as a good faith to settle the dispute and confirmed the commitment of the PETITIONER to complete the Agreement.

8.23 The witness said that he received letter of the Respondent dated 22 July 2017, where the Respondent refused the extension of the Agreement.

8.24 The witness said that considering the dispute has occurred for more than 30 business days without any amicable settlement. The PETITIONER is finally being forced referred the dispute to the Indonesian National Board of Arbitration.

9.
Considering that Mr. Joel Hogarth has given his statement under oath on the following matters:

9.1 The witness stated that he is the Principal (the Director) of Eliot & Luther Strategic Advisory (E&L), a financial and business consultant based in Hongkong, having its registered address at 13A/F, South Tower, World Finance Centre, Harbour City, 17 Canton Road, Tsim Shat Tsui, Hongkong.

9.2 The witness stared that E&L has been engaged by the PETITIONER by Fee Letter from E&L to the PETITIONER dated 21 September 2016 to act as the financial advisor to represent the PETITIONER in the negotiation, procuring financing and closing of share acquisition in the Target by the PETITIONER in relation to the Agreement.

9.3 The witness stated that in respect of the said engagement of E&L by the PETITIONER, E&L has invoiced the professional fee to the PETITIONER in the amount of IDR 13,475,000,000.00 (thirteen billion four hundred seventy-five million Rupiah) and USD 300,000 (three hundred thousand United States Dollar).

9.4 The witness stated that he has represented the PETITIONER to negotiate the Agreement with the representative of the Respondent (Hadinoto Hadiputranto Partners).

9.5 The witness stated that after the negotiation process, on 11 January 2017, the Agreement was executed by the PETITIONER and the Respondent, where in the Condition Precedent of the Respondent was determined that the Respondent is required to obtain creditor's approval.

9.6 The witness stated that in his capacity as the representative of the PETITIONER, on 24 February 2017, he discussed via telephone with Iqbal Darmawan and Ken Prasadtyo (Legal advisor of the Respondent from Hadinoto Hadiputranto Partners), where in such discussion, suddenly Ken Prasadtyo stated that the approval from creditor is excluded from the Condition Precedent, meanwhile it is definite that in the Agreement that the creditor approval is one of the Conditions Precedent to be fulfilled by the Respondent.

9.7 The witness stated that on 24 March 2017, he received an instruction from the PETITIONER to show the PETITIONER'S good faith by sending electronic mail to the Respondent (which was represented by Thila Nadason as the Director of Finance of the Respondent) to offer waiver of the obligation of the Respondent to obtain Target's creditor, provided that the Respondent must ensure that the Target could be fully financed at the closing of Agreement in lieu of approval of Target's Creditor.

9.8 The witness stated that on 4 April 2017, he received an electronic mail (email) from the Respondent that the Respondent refused the good faith and waiver which was offered by the PETITIONER without any reason whatsoever.

9.9 The witness said that he was informed by the PETITIONER that on 27 April 2017 the Respondent declared its inability to fulfill the Condition Precedent to obtain approval from third party creditor and intended to terminate the agreement.

9.10 The witness stated that PETITIONER has instructed the financial advisor to calculate the loss of profit suffered by the PETITIONER as a result of failure of the PETITIONER to fulfill the Condition Precedent as detailed in the attachment to this Affidavit which form an integral and inseparable part of this Affidavit as follows:

9.10.1 whereas, the witness' approach is to calculate the present value of the loss of cash flow which may be suffered by the PETITIONER if the transaction (acquisition of Target Company) take place as agreed which, in the finance industry known as assessment of discounted cash flow ("DCF") and according to the witness, this is the most general method to assess the business interest;

9.10.2 whereas the witness has applied the assessment of DCF based on very conservative assumption, and applied the standard discount rate of the industry to reflect the time value of money;

9.10.3 whereas the assumption being applied by the witness was that the PETITIONER will receive profit in the form of a dividend from the Target Company in proportion to the shareholding of 68.55% (sixty eight point fifty five percent), based on such audited financial statement; and further to coming years, the witness used profit figures for the year 2017 without taking into account the growth of revenue or profit - a very conservative calculation considering that the Target Company in 2017 earned a profit of almost 3 (three) times of the year 2016;

9.10.4 whereas the witness also calculated the potential profit from business bundling between the sales of financing product of the Target Company and the insurance product of the subsidiary of the PETITIONER, and such amount has been calculated by the witnesses based on actual result of the Target Company on April - December 2017 and bundling level increased from 10% (ten percent) up to 60% (sixty percent) for a period of 9 (nine) months; and for the coming years the witness used the profit figures for the year 2017 without calculating the growth of revenue or profit of the Target Company and applied the average bundling level of 40% (forty percent) far below the estimated bundling of the PETITIONER of 60% (sixty percent);

9.10.5 whereas in calculating the potential cash flow for the coming years, the witness applied discount rate of 12.05% (twelve-point zero five percent) based on estimated Weighted Average COM of Capital of the Target Company, such level is consistent with the discount rate applied to the Indonesian company engaged in the same business segment with the Target Company; and

9.10.6 whereas the witness only calculated the potential cash flow for a period of 5 (five) coming years the witness convinced as a very conservative calculation since many DCF valuation is calculated the cash flow from 15 (fifteen) up to 25 (twenty-five) following years.

STANCE OF THE PETITIONER

10.
Considering that PANEL of Arbitrators in the hearing on 6 April 2018 has determined the schedule for submission of conclusion for the PETITIONER no later than 7 (seven) days after the hearing and allowed the PETITIONER to submit additional evidence if any prior to the submission of Conclusion.
11.
Considering that the PETITIONER has submitted the Conclusion on 11 April 2018, as the PETITIONER affirmed its stance as excerpted by the PANEL of Arbitrators as follows:

A. The RESPONDENT shall, pursuant to the Agreement, obtain Creditor Approval to fulfill the Condition Precedent.

1. Based on Appendix 3 letter c (ii) of the Conditional Share Purchase Agreement dated 11 January 2017 between the PETITIONER and the RESPONDENT ("Agreement") (Vide Exhibit P-4) where the PETITIONER intended to purchase the Shares of the RESPONDENT in PT Wahana Ottomitra Multiartha Tbk ("Target") of 68,55%, the RESPONDENT is required to obtain the creditor approval to fulfill the Condition Precedent:

Appendix 3 letter c (ii) of the Agreement (vide Exhibit P-4)

(a) all third party's Approvals which is required by the Material Contract.

2. As the definition of "Approval" has been agreed by the PETITIONER and the RESPONDENT in Article 1 paragraph (1.1) Agreement (Vide Exhibit P-4) including the creditor's approval, as excerpted in full by the PETITIONER:

Article 1 paragraph (1.1) of Agreement (Vide Exhibit P-4)

-" Approval" means (i) Permit, (ii) any approval required by the Corporate Documents, (iii) any approval required by any third party including the creditors.

3. Therefore, pursuant to the Agreement, the RESPONDENT is required obtain approval from any third party including creditor of the Target.

B. The RESPONDENT has admitted its default to obtain approval from the Creditors pursuant to the Agreement to the PETITIONER.

4. Whereas it is an undeniable legal fact that the RESPONDENT admitted to defaulting against the PETITIONER by its email to the PETITIONER dated 27 April 2017 (Vide Exhibit P-7).

Official Translation by Anang Fahkcrudin (Sworn and Certified Translator) (Vide Exhibit P-7a) as follows:

From: Thila Nadason [mailto: TNadason@maybahk.co.id]

Sent: Thursday, 27 April 2017 at 11:10AM

To: Anton Budidjaja

Cc: Iman Pribadi: Choong Wai Kit, Mia Idora d/o Ismail; NG Cin Cin

Subject. RE. Exploring loan from Maybank

Dear Pak Anton

As Pak Iman may have already updated you, the nett bridging loan from Maybank Group to WOMF is not a possibility. Accordingly, as I had mentioned in our last meeting, we (MBI) are not able to fulfill the Condition Precedent regarding third party approvals under "Material Contracts". So as not to prolong the situation much longer, we will be sending a termination letter for terminating the CSPA to RCM for your concurrence and sign off.

Original (in English) excerpted as follows (Vide Exhibit P-7)

[Printscreen of the original email]

5. Whereas pursuant to Article 34 paragraph (2) of BANI Rules, the electronic evidence is one of valid evidence as excerpted below:

Article 34 paragraph (2) BANI Rules excerpted below:

(2) Evidence to prove the right or event as referred to in paragraph (1) includes a written evidence (including which is electronic evidence in nature), witness evidence, presupposition, confession and oath.

6. Whereas the Confession is not only a valid evidence, but also perfect and determinative evidence, which relieve the PETITIONER from giving further evidence, therefore, according to law and legal doctrine, the Honorable PANEL of Arbitrators is bound by the confession of the RESPONDENT.

7. Whereas further, the grounds of claim of the PETITIONER above is substantiated and consistent with the expert opinion/Doctrine of Indonesian Civil Code of Procedure Prof Dr. Sudikno Mertokusumo, S.H Professor at FH-UGM, in his book "Indonesian Civil Code of Procedure", 4th edition First Print, Liberty, Yogyakarta, 1993, Page 149 (Vide Exhibit P-16) which stating;

"... THAT A CONFESSION IS A COMPLETE EVIDENCE OFTHE SUBJECT, either personally or specially represented. In this matter a confession IS NOT ONLY A COMPLETE EVIDENCE but also a DETERMINATIVE EVIDENCE which prevents opposing evidence (Article 1916 paragraph 2 No. 4 BW) . therefore, IF THE defendant admitted the claim by the CLAIMANT he/she must not rely on his belief. Confession by the defendant released the claimant from filing further evidence."

C. PETITIONER has been admitted by the Relevant Authority in Finance namely Financial Services Authority as the prospective Buyer with the ABILITY (including funding) and FIT to acquire the shares in the Target.

8. Whereas, in respect of the plan of the PETITIONER to acquire the shares of the RESPONDENT in PT Wahana Ottomitra Multiartha Tbk ("Target"),capacity and fitness of the PETITIONER either in terms of FUND READINESS, SOURCE OF FUNDING. COMPETENCE AND OTHER REQUIREMENTS have been tested by the Financial Services Authority (Otoritas Jasa Keuangan - "OJK") as a governmental institution authorized to carry out such test ("Fit and proper Test").

9. Whereas, after completing the long and comprehensive Fit and Proper test, finally PETITIONER PASSED THE "FIT AND PROPER TEST" by OJK as per its official decision by copy of Decision Letter of the members of Board of Commissioners of Financial Services Authority No-Kep-166/NB.11/2017 dated 7 April 2017 on Results of Fit and Proper Test of PT Reliance Capital Management as the prospective Controlling Shareholder of PT Wahana Ottomitra Multiartha Tbk. (Vide Exhibit P-34), which substantially stated that PETITIONER is declared fit and proper in terms of integrity, financial reputation (funding and source of funding), competence and other conditions set forth in OJK Regulation No. 27/POJK.03/2016 on Fit and Proper Test for PT Principal of Financial services institution.

10. Whereas, based on the above, it is clear and apparent that PETITIONER has been declared and approved by the governmental agency authorized to approve the acquisition namely OJK, which proved that PETITIONER has also fulfilled its obligations set forth in Buyer Condition Precedent.

11. Therefore, there is no excuse for the RESPONDENT failing to fulfill its obligations to sell the shares in the Target to the PETITIONER and or to terminate the Agreement

D. The RESPONDENT LACKED GOOD FAITH in performing the Agreement.

12. Whereas, Article 1338 paragraph (3) Civil Code/BW requires that" an agreement shall be performed in good faith", each agreement shall be performed in good faith, however, in the course of its performance, the RESPONDENT failed repeatedly to show its good faith to perform the Agreement. Below is the complete description of evidence on Bad Faith of the RESPONDENT

Evidence 1 of RESPONDENT Having no Good Faith:

Upon signing of the Agreement, RESPONDENT who shall have been aware that Creditor Approval ITS OBLIGATIONS under the Agreement suddenly attempted to default the obligation by declaring to ths PETITIONER that "Creditor Approval" is not the Obligation in the Condition Precedent under the Agreement.

13. Whereas, although the obligation of the RESPONDENT to obtain creditor approval is clearly set forth in the Agreement as explained in letter A Conclusion above, on 24 February 2017 the RESPONDENT (represented by Hadinoto Hudiputranto Partners HHP) in the conversation via telephone with the PETITIONER (represented by Joel R. Hogarth which has been informed by his testimony in the. hearing on 6 April 2018), stated/alleged that creditor approval is not the obligation to be fulfilled by the RESPONDENT under the agreement

14. Whereas, the conversation via telephone is also supported by the witness' statement under oath before The Honorable PANEL of Arbitrators and Affidavit drawn up by Joel R Hogarth (Exhibit P-3) as also stated in the arbitration hearing on 6 April 2018.

15. As a matter of fact, the obligation of the RESPONDENT to obtain approval from Target Creditor is confirmed by the RESPONDENT in the Agreement as evidenced by Exhibit P-4 and it is clearly admitted by the RESPONDENT by its signing of Agreement

16. The action by the RESPONDENT above is clearly in conflict with the Agreement especially point 1 (c) (ii) appendix 3 to the Agreement in conjunction with Article 1.1. Agreement on the definition of "Approval"

17. In respect of the bad faith of the RESPONDENT, the PETITIONER finally re-confirmed confirmed to the RESPONDENT on its fault by email of the PETITIONER'S advisor dated 2 March 2017 (Exhibit P-20).

1. We do not agree in any way that lender consents are not Seller CP as mentioned in our previous call. Schedule 3 paragraph 1 (c) clearly states that the Seller must deliver "certified true copies of all approvals required by the Seller or the Company." The definition of "Approval clearly includes" all approvals as may be required from third parties, including creditors' therefore lender consents are Seller CP.

Evidence 2 RESPONDENT HAD NO Good Faith:

Although PETITIONER has in good faith offered Waiver of Condition Precedent from the RESPONDENT (CP Waiver), however the RESPONDENT has shown its Bad Faith by refusing the offer of Waiver from the PETITIONER.

18. Whereas, the PETITIONER by its email to the RESPONDENT dated 24 March 2017 offered waiver of Condition Precedent as evidenced by (Exhibit P-6) and supported by the Testimonies by the witness Joel R. Hogarth under oath before the Honorable PANEL of Arbitrators on 6 April 2018 and his affidavit on 5 April 2018 (Exhibit AD-3).

From: Joel Hogarth [mailto:joel.r.hogarth@gmail.com]

Sent: Friday, March 24, 2017 3:26 PM

To: Thila Nadason: budidjaja@reliancegroup.co.id

Cc: Mia Idora d/o Ismail; Prasadtyo, Ken'

Subject: RE: Folow up discussion with Bark Panin

Sensitivity: Confidential

Dear Thila,

Thanks for the update. I have discussed with Pak Anton and we would like to explore a commercial solution with you.

ROM is happy to waive the CPs on the bank consents so long as we can ensure that WOM is fully funded on closing. To achieve this, we will need to find alternative financing lines to replace banks that do not consent on similar terms. To the extent that BMI is willing to assist in providing these lines we would be happy to reduce the joint financing commitment accordingly.

Please let us know your thoughts. Many thanks.

Best regards.

Joel

19. Instead of accepting the good faith from the PETITIONER to waive the RESPONDENT Condition Precedent, the RESPONDENT has in bad faith refused the offer of waiver by its email on 4 April 2017 (Exhibit P-21). Excerpt of Email by the RESPONDENT dated 4 April 2017 (Exhibit P-21):

from: Thila Nadason [mailto:TNadason@maybank.co.id]

Sent: Tuesday, 4 April 2017 1:49 PM

To: Joel Hogarth joel.r.hogarth&gmail.com; budidjaja@reliancegroup.co.id

Cc: NG Cin Cin ; 'Min Idora d/o Ismail' ; "Prasadtyo, Ken' ken.prasadtyo&bakernet.com

Subject: Re: follow up discussion with Bank Panin

Sensitivity: Confidential

Afternoon Joel and Pak Anton

We had discussed your proposal internally and would like to inform that it is not possible for Maybank Indonesia to accommodate your suggested solution below; i.e. the waiver to that CP on bank consents must not be conditional on WOM to be fully funded on closing. Please be informed accordingly.

Kind Regards

N. Thila

20. It is clear that the RESPONDENT tried to find excuse and to cancel the transaction.

21. Further, The RESPONDENT has also waived its right to reply the grounds of claims of the PETITIONER by:

(a) not replying the notice of arbitration on 29 September 2017 and confirmation on registration of application of arbitration at BANI Sovereign (as defined below) on 9 February 2018 meanwhile pursuant to the Agreement, the RESPONDENT has the right to challenge the jurisdiction or filed its disagreement on the election by the arbitral body to settle the dispute within 30 business days however this was not done and instead the RESPONDENT filed claim to another arbitration body on 2 February 2018 and South Jakarta District Court on 9 March 2018 which clearly conflict with the agreement because dispute settlement must be referred to the arbitration forum.

(b) absent from arbitration hearings as if it had not admitted the existence of BANI having address at Sovereign Plaza Lantai 8. JL TB Simatupang Kav 36 ("BANI Sovereign") meanwhile Legal Consultant for the RESPONDENT (HHP) has clearly noted the existence of BANI Sovereign, this is evidenced by the issuance of Article on BANI Sovereign by HHP as posted on the official website of HHP on September 2016 (Vide Exhibit P-48 and P-48a).

22. Therefore, as a consequence of the action by the RESPONDENT (1) considering that creditor approval is not within the definition of RESPONDENT CP meanwhile as a matter of fact it is explicitly set forth in the Agreement that creditor approval is within the definition of CP RESPONDENT. (2) refused the waiver CP offered by the PETITIONER and other suggested solutions. (3) not complying with the correct procedure to challenge the election by the arbitration body to settle the dispute but filing claim against the PETITIONER at another arbitration body and the court which is clearly in conflict with the Agreement and absent from the summon to the arbitration hearing disregarding the existence of BANI Sovereign is a bad-faith act of the Agreement and clearly breached the provisions of article 1338 paragraph (3) Civil Code BW and Agreement binding upon the PETITIONER and RESPONDENT

E. Default and Bad faith of the RESPONDENT has been detrimental to the PETITIONER.

23. The bad-faith act of the RESPONDENT in the sale and purchase of shares in the Target as provided for in this Agreement has caused default of this Agreement as CLEARLY detrimental to the PETITIONER.

24. Whereas, the loss suffered by the PETITIONER is described in Appendix 1 to the Conclusion with detailed calculation as follows

F. Calculation of Cost and Indemnity claimed by the PETITIONER.

COSTS INCURRED:

Please refer to Appendix 1 from this Conclusion.

CALCULATION of INDEMNITY AND INTEREST:

Please refer to Appendix 1 to this Conclusion.

25. Whereas, Article 1239 BW states as follows

"Each commitment to do something or not to do something, if the debtor fails to fulfill its obligations, shall be settled through the obligation to provide reimbursement, loss and interest

26. Whereas, further article 1246 BW states as follows:

The cost, indemnity and interest which could be claimed by the creditor, consists of loss suffered and anticipated profit without prejudice to the exclusion and change below."

27. Whereas, the phrase "and the anticipated profit in article 1246 BW provides that PETITIONER as affected party by the default by the RESPONDENT, may claim indemnity in the form of ANTICIPATED PROFIT, in this matter the anticipated profit of the PETITIONER if the transaction is perfectly effectuated.

28. This is also consistent with the opinion of the Supreme Court evidenced by some of its decrees as follows:

a. Jurisprudence of the Supreme Court No 1001K/Sip/1972 dated 17 January 1973:

"Under the civil law, termination of contract shall be accompanied by cast, loss and interest."

b. Jurisprudence of Supreme Court No. 3306K/Pdt/1986 dated 14 May 1987.

"Subject to Article 1246, 1247, and 1248 BW and Jurisprudence, claim may be sought to anticipated profit and immediate and direct consequence of default."

29. Whereas, in the event that RESPONDENT is not in default of its obligations, the PETITIONER will have since April 2017 (long stop date Vide Exhibit P-4) become the controlling shareholder of the Target and will have enjoyed the anticipated dividends as the owner of 68.55% shares in the Target

ALTHOUGH PETITIONER IS ACTUALLY ENTITLED TO LARGER INDEMNITY THE PETITIONER DID NOT SEEK EXCESSIVE PROFIT IN SUCH A SITUATION, THEREFORE, THE CALCULATION OF Indemnity and interest USED BY THE PETITIONER WAS A VERY CONSERVATIVE CALCULATION METHOD:

THE PETITIONER ONLY PROJECTED INITIAL 5 YEAR REVENUE, MEANWHILE, the PETITIONER COULD HAVE EARNED PROFIT FOR TEN YEARS SO LONG AS THE PETITIONER REMAINS THE SHAREHOLDER IN THE TARGET.

30. Whereas, in the event that RESPONDENT had not been in default, the PETITIONER may have enjoyed benefits from the dividend of Target for years since April 2017 to the following years so long as the PETITIONER remains the shareholder in the Target.

31. Whereas, based on good faith of the PETITIONER in calculating the loss of the PETITIONER, the PETITIONER calculated the loss using a very conservative method for the cash flow for the 5 following years.

PETITIONER ONLY USED DISCOUNT RATE (REVENUE DEDUCTION FACTOR) OF 12.05% MEANWHILE BI RATE CLEARLY RANGES ONLY 6-7% PER YEAR. THIS SHOWED GOOD FAITH OF THE PETITIONER IN CALCULATING THE LOSS USING A VERY CONSERVATIVE METHOD

32. Whereas, it is a public knowledge that the amount IDR 1,000 in the past is not as small as IDR 1,000 in 2018, For example: if in 1950 in the amount IDR. 1,000 can be used to purchase goods then in 2018 the amount IDR. 1,000 cannot be used to purchase any goods. This fact is known as Time Value of Money.

33. It is clearly a General Fact reduced value of money from time to time is caused by inflation.

34. Bank Indonesia will from time to the time adjust BI Rate with the inflation rate, (where BI Rate will be above the inflation rate (Vide Exhibit P-45)

Explanation of BI Rate as a Reference Interest

Rate

Definition

BI Rate is an interest rate policy which shows the manner or stance of a monetary policy which is set by Bank Indonesia and announced to public.

Purpose

BI Rate is announced by the Board of Governor of Bank Indonesia on every monthly Board of Governor Meeting and implemented on the monetary operation which is conducted by Bank Indonesia through liquidity management in the money market to reach the monetary policy operational target.

The monetary policy operational target is reflected on the growth of the interest rate of the Overnight Interbank Money Market (Pasai Uang Antar Bank Overnight (PUAB O/N)). Movement of this PUAB is expected will be followed by the growth on the deposit interest rate, and on its time banking credit interest rate.

Also considering other factors in the economy, Bank Indonesia will typically increase the BI Rate if the following inflation is expected to exceed the set target, otherwise Bank Indonesia will decrease the BI Rate if the following inflation is expected to under the set target.

Bank Indonesia conducts reinforcement of the monetary operation by introducing a new interest rate reference or interest rate policy namely BI 7-Day Repo Rate, which will be effective on 19 August 2016. Other than the current applicable BI Rate, introduction of the new interest rate policy will not change the current applicable monetary policy stance.

35. Whereas, in relation to the concept of Time Valueof Money above, the PETITIONER will "discount" the projected revenue in the following 5 years by calculating the inflation.

36. Whereas, it should also be considered by the Honorable PANEL of Arbitrators that to show the good faith of the PETITIONER in calculating the loss, the PETITIONER discount the projected revenue in the following 5 years at the Discount Rate LONG IN EXCESS OF THE INFLATION RATE EVEN LONG IN EXCESS OF BI RATE and therefore, the projected revenue will be far reduced (conservative).

37. Whereas, even though BI Rate yang issued by Bank Indonesia only ranged at 6.5% at the lowest pointand 7.5% at the highest point for the year 2016 (Vide Exhibit P-46) (Note: Please note that BI Rate will always be above the inflation rate), however the PETITIONER has been very conservative in deducting the projected revenue for the following 5 years at larger discount rate namely 12.05% to show the good faith of the PETITIONER in claiming the indemnity.

Excerpt from official website of Bank Indonesia: https://www.bi.go.id/id/moneter/birate/data/Defaul t.aspx.

8 April 2018 at 16:31 WIB (Vide Exhibit P-46)

THE PETITIONER used the reference profit CALCULATION OF THE TARGET FROM ITS FINANCIAL STATEMENT FOR THE YEAR 2017 AUDITED BY INDEPENDENT AUDITOR ERNST AND YOUNG (EY) INDONESIA/ PURWANTONO SUNGKORO & SURYO.

38. Whereas, the PETITIONER also used the PROFIT figures of the Target: as stated in the Financial Statement of the RESPONDENT audited in 2017 (VideExhibit P-44) in the amount of IDR 174.5 billion. Excerpt from Audited Financial Statement of Target for the year 2017 (Exhibit P-44):

PT WAHANA OTTOMITRA MULTIARTHA Tbk

LOSS AND PROFIT STATEMENT AND OTHER COMPREHENSIVE

INCOME

(Continued)

For the year ended 31 December 2017

(expressed million Rupiahs, unless otherwise stated)

Year Ended

2017

OTHER COMPREHENSIVE INCOME

Account Not Reclassified to Loss and Profit

Actuarial Loss (8,203)

Income Tax 2,051

Other comprehensive loss (6,152)

TOTAL COMPREHENSIVE PROFIT

CURRENT YEAR174,513

39. If the RESPONDENT had not been in default of the Agreement, the PETITIONER would have become the holder of 68.55% shares in the Target and enjoyed the dividend in the amount of 68.55% of profit in 2017 which, according to the audited financial statement, is in the amount of IDR 174.5 billion.Loss of Profit 68,55% x IDR 174.5 billion - IDR 119.6 billion/year

40. Further, with integration of the Target business (motor financing company) with the line of business of the PETITIONER (vehicle insurance), the PETITIONER will be able to sell the motor vehicle insurance on a bundling basis for each financing transaction sold by the Target to customers.

41. Therefore, based on the conservative calculation, then through bundling sales of insurance and financing, the PETITIONER would have received additional profit from motor vehicle insurance in the amount of IDR 81.9 billion per year with full calculation below:

Note: Table above shows projected calculation per 9 months and to calculate the amount per year, the amount should be rounded up toa year in the following calculation:

Total 9-month projection x 12 months9- IDR 61.4 billion x 12 months 9

= IDR 81.9 billion

42. Based on the above calculation, for the calculation of (1) revenue from the dividend and (2) profit from the direct bundling sales, the PETITIONER would have received profit in the amount of IDR 201.5 billion per year

In the following calculation;

Revenue from Dividend inthe Target per year= IDR 119.6billion/year
Profit from the bundling-sales of insurance products and motor vehicle insurance= IDR 81.9 billion/year
Total Loss ofProfit/Year= IDR.201.5 billion/Year

43. Whereas, based on potential cash flow of IDR 201.5 billion/year above, the PETITIONER will project the total cash flow to be received by the PETITIONER in the following 5 years by Discount rate in the amount of 12.05% as above

44. Whereas, based on the calculation above, it is clear that the PETITIONER suffered loss in its cash flow for the following 5 years from.

a. Dividend of Target shares (68.55% shares)

b. New Business on bundling sales of insurance products by financing products of motor vehicle in the Target business.

45. Whereas, in respect of the deposit received by the RESPONDENT from IDE 33,688,500,000.00 PETITIONER is also entitled to indemnity equal to interest on the deposit in the amount of 7% per year for a period of 15 months, in the amount of IDR 2,948,000,000.00 (two billion nine hundred forty-eight million Rupiah),

46. The indemnity claim is consistent with the Jurisprudence of the Supreme Court No. 1477K/Sip/1980 dated 9 April 1981 as follows:

"In essence, the claim is not against the interest, but indemnity, the judge is not bound by the Jurisprudence of interest 6% per year.

47. Whereas, total loss suffered by the PETITIONER is IDR 386,117,883,620.00 (three hundred eighty-six billion one hundred. seventeen million eight hundred eighty-three thousand six hundred twenty Rupiah) and USD 450,000 (four hundred fifty thousand United States Dollar) as detailed in appendix 1 to this Conclusion.

48. Whereas, in addition to the above, it is admissible that the Respondent be punished to pay the Default interest in the amount of 6% per year of the Total loss in the amount of IDR 386,117,883,620.00 (three hundred eighty-six billion one hundred seventeen million eight hundred eighty three thousand six hundred twenty Rupiah) and USD 450,000.00 (four hundred fifty thousand United States Dollar) which refers to the provisions of article 1250 BW"

"In each contract relating to payment of money, reimbursement, loss and interest is caused by delay in performance consists of only interest prescribed by law without prejudice to the special laws

Reimbursement, loss and interest shall be paid without evidencing the loss of the creditor.

Reimbursement, loss and interest shall be paid before the Court, except it deemed null and void by applicable law."

Jurisprudence of Supreme Court No. 224 K/Sip 1973 dated 24 September 1973, Jurisprudence of Supreme Court No. 367 K/Sip 1972. dated 17 January 1973 and Jurisprudence of the Supreme Court No. 1061 K/Sip/1972 dated 19 February 1973 substantially stating that the interest is in the amount of 6% per year.

49. Whereas, based on the facts and grounds above, it is evidenced that all grounds of claims of the PETITIONER and it is admissible that PANEL of Arbitrators of BANI to grant all petitions filed by the PETITIONER.

APPENDIX I

CALCULATION OF COST, INDEMNITY and INTEREST

1. Costs incurred by the PETITIONER:

COSTS INCURREDAMOUNT
(Exhibit P-3. P-41 and P-42) and official translation (Exhibit P-3a, P-4la and P- 42a) clearly evidenced that the RESPONDENT has incurred the costs related to: Professional Financial Consultant Elliot Luther Advisory to. a) Provide professional Financial Due Diligence to a. IDR 13,475,000,000.00 (thirteen billion four hundred seventy-five million Rupiah) b. USD 300,000.00 (three hundred thousand United States Dollar)
COSTS INCURREDAMOUNT
the PETITIONER in the transaction. b) to enter into negotiation and assist in the realization of the transaction of the agreement.
(Exhibit P-2, P-11, P-12, P-13, P-14 and P-15) and the official translations (Exhibit P-11a and P-12a) clearly evidenced that the RESPONDENT has incurred costs relating to: Professional Legal Consultant Oentoeng Suria & Partners to perform Legal Due Diligence in the Target Company (Exhibit P-43) and official translation (Exhibit P-43a) clearly evidenced that RESPONDENT has incurred the costs relating to: IDR. 1,006,383,620.03 (one billion six million three hundred eighty-three thousand six hundred twenty Rupiah)
USD 150,000.00 (one hundred fifty thousand United States Dollar)
COSTS INCURREDAMOUNT
Professional Legal Consultant Linklaters LLP to make draft agreement for acquisition of Target company
(Exhibit P-5, P-5a, P-32 and P-32a) clearly evidenced that the RESPONDENT has incurred costs relating to: Deposit paid by the PETITIONER to the RESPONDENT in Article 3.4 of the Agreement IDR. 33,699,500,000.00 (thirty-three billion six hundred ninety-nine million five hundred thousand Rupiah)
TOTAL COSTS IDR 48,169,883,620.00 (forty-eight billion one hundred sixty-nine million eight hundred eighty three thousand six hundred twenty Rupiah) and USD 450,000,000.00 (four hundred fifty million United States Dollar)

2.Therefore, TOTAL AMOUNT OF COSTS incurred by the PETITIONER plus indemnity and interest claimed by the PETITIONER from the RESPONDENT is as follows:

COMPONENTAMOUNT
Loss of Cash Flow for the following 5 years a. Dividend on Target Shares (68.55% of shares) b. New Business of insurance through bundling sales with financing product (finance) of motor vehicle in the Target business. This calculation uses discounted cash flow from the loss revenue for 5 (five) years at discount rate of 12.05% (twelve-point five percent) and assumption that there is no increased revenue for 5 years. IDR. 335,000,000,000.00 (three hundred thirty-five billion United States Dollar)
Professional Financial Consultant Elliot Luther Advisory to: a) Provide professional Financial Due Diligence to the PETITIONER in the IDR. 13,475,000,000.00 (thirteen billion four hundred seventy-five million Rupiah). USD 300,000.00 (three hundred thousand United States Dollar)
COMPONENTAMOUNT
transaction. b) to enter into negotiation and assist in the realization of the transaction of the agreement.
Professional Legal Consultant Oentoeng Suria & Partners to perform Legal Due Diligence in the Target Company IDR. 1,005,383,620.00 (one billion five million three hundred eighty-three thousand six hundred twenty Rupiah)
Professional Legal Consultant Linklaters LLP to make draft agreement for acquisition of target company USD 150,000,000 (one hundred fifty million United States Dollar)
Deposit by the PETITIONER to the RESPONDENT in Article 3.4 of the Agreement IDR. 33,688,500,000.00 (thirty-three billion six hundred eighty eight million five hundred thousand Rupiah) + interest of IDR 2,948,000,000.00 = 36,636,500,000.00
TOTAL IDR 386,117,883,620.00 (three hundred eighty-six billion one
COMPONENTAMOUNT
hundred seventeen million eight hundred eighty three thousand six hundred twenty Rupiah) and USD 450,000.0O (four hundred fifty United States Dollar)

12.
Considering that in the Conclusion, the PETITIONER affirms its petition IN THE SUBJECT MATTER OF THE CASE requesting the PANEL of Arbitrators to render award as follows:

12.1 Grant the claim filed by the PETITIONER in its entirety.

12.2 Declare that the Conditional Shares Purchase Agreement dated 11 January 2017 (including appendices) by and between the PETITIONER as Buyer and the RESPONDENT as Seller is valid and binding upon the PETITIONER and Respondent.

12.3 Declare that RESPONDENT has been in default of Conditional Shares Purchase Agreement dated 11 January 2017 (including appendices) by and between the PETITIONER as buyer and the RESPONDENT as Seller to the PETITIONER.

12.4 Declare that Conditional Shares Purchase Agreement dated 11 January 2017 (including appendices by and between the PETITIONER as buyer and the RESPONDENT as Seller null and void as of the issuance date of arbitration award.

12.5 Punish the RESPONDENT to pay in cash and immediately the amount of all costs, indemnity and interest to the PETITIONER in the amount of IDR. 386,117,883,620.00 (three hundred eighty-six billion one hundred seventeen million eight hundred eighty three thousand six hundred twenty Rupiah) and USD 450,000.00 (four hundred fifty thousand United States Dollar) and interest in the amount of 6% per year from the amount calculated since the announcement of Arbitration Award until it is fully settled.

If otherwise considered by the PANEL of Arbitrators, the PETITIONER requests for ex aequo et bono decision

LEGAL CONSIDERATION OF THE CASE

13.
AMICABLE SETTLEMENT

13.1 Considering the provisions of Article 38 paragraph (1) BANI Arbitration Rules and Procedure that PANEL of Arbitrators must allow the Parties to see amicable settlement and the Parties have the right to seek amicable settlement prior to the announcement of Arbitration Award referred to in Article 38 paragraph (3) BANI Rules and Procedure of Arbitration

13.2 Considering that the RESPONDENT was absent during the examination of the case, as a consequence, no amicable settlement was reached.

14.
EVIDENCE:

14.1 Considering the provisions of:

14.1.1 Article 34 of BANI Rules and Procedures of Arbitration in conjunction with Article 37 paragraph (2) and paragraph (3) of Law No. 30 of 1299 on Arbitration and Alternative Dispute Resolution (hereinafter referred to as "Law No 30/1999") whereas, the PANEL of Arbitrators must allow the same opportunity to the PARTIES to file their grounds of claim, statement and evidence:

14.1.2 Article 37 paragraph (3) of Law 30.99 that in respect of witness examination, the civil procedure shall apply.

14.2 In respect of such matter:

14.2.1 The PANEL of Arbitrators has allowed the opportunity to be heard at hearing on 6 April 2018;

14.2.2 The PANEL of Arbitrators has allowed the opportunity to the PETITIONER to file documentary evidence to file grounds of claim in the case in the preceding section;

14.2.3 The documentary evidence has been verified as described in the preceding section;

14.2.4 PANEL of Arbitrators has allowed the opportunity to the PETITIONER to bring witnesses and/or expert to support its grounds of claim and in this matter the PETITIONER has brought fact witnesses described in the preceding section namely Mr. Anton Budidjaja and Mr. Joel Hogarth;

14.2.5 Considering that there is no restriction in the civil code of procedure for a shareholder and President director (in this case Mr. Anton Budijaja) and an advisor (in this case Mr. Joel Hogarth) to be present to testify as fact witnesses of the case involving his company (in this case PETITIONER), except such relevant person refused to testify;

14.2.6 Considering that Mr. Anton Budidjaja and Mr. Joel Hogarth were willing to become the Fact Witnesses in this case and to be sworn in, the PANEL of Arbitrators has sworn such witnesses and heard their statements in the hearing on 6 April 2018 and therefore;

14.2.7 Considering that based on the above, the statement of Mr. Anton Budidjaja and Mr. Joel Hogarth as fact witnesses in this case is valid.

14.8 Based on the consideration above, the PANEL of Arbitrators has conducted examination on evidence in accordance with BANI Arbitration Rules and Procedure in conjunction with Law No 30/1999.

15.
EXAMINATION PERIOD

15.1 Considering the provisions Article 23 paragraph (1) BANI Arbitration Rules and Procedures, the period of arbitral examination is 180 (one hundred eighty) days as of the appointment date of the sole arbitrator/PANEL of Arbitrators as arbitrators to the case until the submission of Conclusion.

15.2 Considering that BANI Arbitration Award No.: KEP-001/BANI/II/2018 on Appointment of PANEL of Arbitrators of the Case No. Reg.: 010/BANI/ARB- 010/XI/2017 issued on 19 February 2018, the period of case examination ended on 17 August 2018.

15.3 Considering that PANEL of Arbitrators received the Conclusion PETITIONER on 11 April 2018 and therefore, the examination of the case ended prior to the end of examination period referred to in number 15.2.

15.4 Based on considerations above, the PANEL of Arbitrators has conducted the examination of the case in the period prescribed in BANI Arbitration Rules and Procedures.

16.
AMENDMENT TO APPLICATION OF ARBITRATION:

16.1 Considering that PETITIONER has amended the Application of Arbitration by letter Ref. No.: G06/LIJ-LEG/MAN/RBI/II/18 on Amendment/Supplement to Application of Arbitration. Dated 8 February 2018 as amended by the PETITIONER by letter Ref. No. 045/MANRBI/AWP/III/2018, on Amendment co Application of Arbitration dated 23 March 2018 submitted to the PANEL of Arbitrators in the hearing on 6 April 2018.

16.2 Considering the reasons filed by the PETITIONER to the PANEL of Arbitrators in the hearing on 6 April 2018 for PETITIONER amending the Application of Arbitration that PETITIONER considered as unrealistic to continue the Conditional Shares Purchase Agreement taking into account the dispute whereby RESPONDENT filed the settlement to BANI having address at Jalan Mampang and further filed tort claim against BANI Sovereign. Administrator of BANI Sovereign, PANEL of Arbitrators and PETITIONER at South Jakarta District Court.

16.3 Considering the provisions of Article 30 paragraph (2) BANI Arbitration Rules and Procedures which stated:

" Prior to the reply PETITIONER may amend or supplement the Application of Arbitration.

After reply is made, amendment or supplement to the Application of Arbitration may only be made with the consent of the RESPONDENT subject to the conditions below

(a) such amendment or supplement only relates to the facts; and

(b) not related to grounds of Application of Arbitration."

16.3 Based on considerations above and the fact that the RESPONDENT was absent during the examination of the case, the amendment to the Application of Arbitration by the PETITIONER is permitted by BANI Rules and Procedure.

17.
SUBJECT MATTER OF THE CASE;

17.1 Based on the description on the posita and petitum in the Application of Arbitration, the matters to be considerad shall be legally considered by the PANEL of Arbitrators as follows:

17.1.1 WHETHER THE CONDITIONAL SHARES PURCHASE AGREEMENT VALID?

17.1.2 WHETHER the RESPONDENT has committed DEFAULT of the CONDITIONAL SHARES PURCHASE AGREEMENT?

17.1.3 WHETHER PETITIONER HAS FULFILLED ALL OF ITS OBLIGATIONS UNDER THE CONDITIONAL SHARES PURCHASE AGREEMENT?

17.1.4 WHETHER THE PANEL OF ARBITRATORS MAY DCELARE THE CONDITIONAL SHARES PURCHASE AGREEMENT TERMINATED?

17.1.5 WHETHER THE INDEMNITY CLAIM FILED BY THE PETITIONER HAS VALID GROUND?

17.1.6 HOW ABOUT THE LIABIITY OF THE PARTIES TO THE ADMINISTRATIVE FEE & ARBITRATORS TO THE CASE?

17.1.7 TO WHICH COURT ARBITRATION AWARD SHALL BE REGISTERED?

17.2 WHETHER THE CONDITIONAL SHARES PURCHASE AGREEMENT VALID?

17.2.1 Considering the grounds of claim by the PETITIONER of the following matters:

a. whereas, the PETITIONER is a company in Indonesia providing financial services with its subsidiaries operating in life insurance, General insurance, multifinance, securities and asset management;

b. whereas, the RESPONDENT is a bank in Indonesia listing its shares as a Publicly Listed Company with Indonesian Stock Exchange providing various retail banking products and services, business and global currently with 68.55% (sixty eight point fifty five percent) of shares at in PT Wahana Ottomitra Multiartha Tbk. (hereinafter referred to as "TargetCompany");

c. whereas, the RESPONDENT intended to divest its shares by disposal of its shares in the Target Company totaling 68.55% (sixty eight point fifty five percent):

d. whereas, the RESPONDENT through its representative, Maybank Investment Bank Berhad (Maybank IB) sent a letter to the PETITIONER on 2 September 2016 declaring the PETITIONER as Shortlisted Participant in the share divestment plan of the RESPONDENT in the Target Company (ExhibitP-29);

e. whereas, RESPONDENT through its representative. Ms. Mia Idora d/o Ismail, sent an electronic mail (e-mail) dated 28 November 2016 to the PETITIONER confirming the PETITIONER as the successful bidder in the divestment bid[Exhibit P-31];

f. whereas, the Parties signed the Conditional Shares Purchase Agreement on 11 January 2018 (hereinafter referred to as "CSPA") and PETITIONER acted as buyer and the RESPONDENT as seller of shares 68.55% (sixty eight point fifty five percent) Target Company owned by the RESPONDENT at purchase price of IDR. 673,770,000,00.00 (six hundred severity three billion seven hundred seventy million Rupiah) [Exhibit P-11]:

g. whereas, CSPA was signed by the PETITIONER representing Mr. Anton Budidjaja in his capacity as President Director of the PETITIONER [Exhibit P-1, Exhibit P-27, Exhibit F- 28 and Exhibit P-4] and the RESPONDENT represented by Mr. Taswin Zakaria in his capacity as President Director of the RESPONDENT together with Ms. Jenny Wiriyanto in her capacity as Director of the RESPONDENT [Exhibit P-4];

h. whereas, as part of the CSPA, PETITIONER has deposited fund in the amount of IDR. 34,688,500,000.00 (thirty three billion six hundred eighty eight million five hundred thousand Rupiahs) to the RESPONDENT equal to 5% (five percent) of total purchase price as deposit (hereinafter referred to as "Deposit")[Exhibit P-4, Exhibit P-5. Exhibit P-5a and Exhibit P-32];

i. whereas, as part of the CSPA, each party has used its efforts to fulfill Condition Precedent, both on the part of Buyer (PETITIONER) and on the part of Seller (Respondent), as set forth in Article 4 in conjunction with Appendix 3 to CSPA:

(1) for PETITIONER, among others, is to obtain acceptance of Fit and Proper Test from the Financial Services Authority (hereinafter referred to as "OJK" [Exhibit P-33 and Exhibit P-34; and

(2) for RESPONDENT, among others, is to obtain third party approval required by the Material Contract (Exhibit P-19].

17.2.2 Considering the relief sought in point 2 in the Application of Arbitration, the PETITIONER requested the PANEL of Arbitrators to decide:

"to declare the Conditional Shares Purchase Agreement dated 11 January 2017 (including its appendices) is valid and binding upon the PARTIES "

17.2.3 Considering, to substantiate the grounds of claims and relief sought as above, the PETITIONER has Submitted evidence in the form of evidence document as follows:

a. Exhibit P-I. Deed of Statement Of Joint Resolution Shareholders of PT Reliance Capital Management. No. 64 dated 13 September 2017 drawn up before Herlina Latief, S.H. M.Kn. Notary Public in Tangerang Selatan city which states the name Anton Budijaja as President Director;

b. Exhibit P-4, Conditional Shares Purchase Agreement dated 11 January 2017 (CSPA) in bilingual - Indonesian and English signed by Mr. Anton Budidjaja as President Director of the PETITIONER, and by the RESPONDENT represented by Mr. Taswin Zakaria and Ms. Jenny Wiriyanto respectively as President Director and Director of the RESPONDENT ;

c. Exhibit P-5, proof of Transfer Bank Permata No. Reff: A 55458l dated 11 January 2017, in the amount of IDR 33,688,500,000.00 (thirty three billion six hundred eighty eight million five hundred thousand Rupiah);

d. Exhibit P-5a, proof of Account Statement of Bank Permata No. CIF R000NSU of PT Reliance Capital Management (PETITIONER) for the reporting period dated 1 January 2017 - 31 January 2017 debited in the amount of IDR 33,688,500.00 (thirty three billion six hundred eighty eight million five hundred thousand Rupiah);

e. Exhibit P-19. electronic mail (e-mail) from Thilagavathy Nadason as Director of Finance of the RESPONDENT dated 17 March 2017 to Anton Budidjaja as Director of the PETITIONER informing that the RESPONDENT found difficulty in securing creditor approval of the Target Company, namely Bank Panin;

f. Exhibit p-27, Deed NO. 329 dated 14 September 2016 made before Rosita Rianauli Sianipar, SH., Mkn., Notary in Jakarta;

g. Exhibit P-28, receipt acknowledgement of Report on Change of Corporate Particulars of the Ministry of Law and Human Rights No. AHU-AH. 01.03-0080 433 dated 15 September 2016;

h. Exhibit P-29, letter from Maybank IB dated 2 September 2016 on Matrix Project: Instruction to Submit Definitive Binding Offer;

i. Exhibit P-31, electronic mail (email) from Mia Dora d/o Ismail as Representative of the RESPONDENT dated 28 November 2016 to Iman Pribadi as Director of the PETITIONER confirming the PETITIONER as successful bidder in the divestment bid ;

j. Exhibit P-32, electronic mail (email) from. Ng Cin Cin as Representative of the RESPONDENT dated 11 January 2017 to Iman Pribadi as Director of the PETITIONER informing that the Deposit has been received the RESPONDENT;

k. Exhibit P-33, OJK Letter No. S-1583/NB.11/2017 dated 7 April 2017 on Petition for Approval of Nomination of Controlling Shareholder of PT Wahana Ottomitra Multiartha Tbk.;

l. Exhibit P-34. Resolution of member of Board of Commissioners of OJK No.: Kep-166/NB.11/2017 dated 7 April 2017 on Results of Fit and Proper Test of PT Reliance Capital Management as Prospective Controlling Shareholder of PT Wahana Ottomitra Multiartha Tbk.

17.2.4 Considering the grounds of claims and exhibits above, PANEL of Arbitrators made the following considerations:

a. considering the provisions of Article 1320

Civil Code stating;

"To reach a valid agreement, the following four conditions must be satisfied:

(1) agreement of the contracting parties.

(2) capacity to enter into a contract;

(3) subject matter; and

(4) lawful Cause.":

In conjunction with article 1,338 Civil Code stating:

"All agreements made by law shall apply as law of the contracting parties..."

b. considering that CSPA was entered into by 2 (two) Indonesian legal entities and that both parties have the capacity to enter into a contract and that the two entities have agreed to enter into an agreement on certain subject matter which is not prohibited, therefore, the agreement has fulfilled the 4 (four) requirements set forth in Article 1320 Civil Code ;

c. Considering the facts in the hearing that the PARTIES have performed the CSPA although eventually a dispute arose until PETITIONER and RESPONDENT stated their intention to terminate CSPA in the case;

d. In light of the above consideration, hence it is shown that the Conditional Shares Purchase Agreement on 11 January 2017 and appendices entered into and signed by the Parties is valid and binding upon the PARTIES.

17.3 WHETHER THE PETITIONER DEFAULTED THE CONDITIONAL SHARES PURCHASE AGREEMENT?

17.3.1 Considering grounds of claims by the PETITIONER substantially as follows:

a. Considering the agreement understood and signed by the Parties shall bind and create rights and obligation of the Parties to comply with the agreement which constitutes the law for the parties subject to the provisions of Article 1338 paragraph (1) in conjunction with paragraph (3) Civil code and shall be performed in good faith;

b. according to J Satrio Default is a "situation where debtor fails to fulfill its agreement or fails to do same in satisfactorily and which failure may be claimed against him,"

c. according to Yahya Harahap Default is undue performance of obligation, which results in obligation of the debtor to pay indemnity (schadevergoeding) or default by either party, the other party may claim for termination of the Agreement.

d. Forms of default:

(1) failure to perform its obligations at all;

(2) perform but delayed in the performance;

(3) perform but not as agreed; and

(4) Debtor performs the Agreement in the manner as prohibited by the agreement.

c. Whereas, as a legal consequence of the default set forth in Article 1267 Civil Code, the defaulting party cannot claim:

(1) the performance/fulfillment of the agreement;

(2) fulfill the agreement and the obligation to pay indemnity;

(3) pay indemnity;

(4) terminate the agreement; and

(5) terminate agreement with compensation.

f. Considering Exhibit P-30 on 7 November 2016 on Binding Offer for Share Acquisition of the Respondent in PT. WOM Tbk. That since the beginning before it was appointed as the successful bidder in the divestment of the Respondent, has fully realized that the purpose of optimized leverage payment will be made by financing from the third party (acquisition financing), where PETITIONER is a company providing financial services, company operating in life insurance, general insurance, multifinance, securities and asset management, therefore there is no excuse for the PETITIONER has insufficient fund as evidenced by the PETITIONER as follows:

(1) Exhibit P-35 dated 23 December 2017, has secured the financing from Olympus Asia Capital for financing of Target Acquisition in the amount of USD. 30,000,000.00

(2) Exhibit P-37 two Exhibit P-38 dated 29 April 2017 confirmation on fund adequacy from the PETITIONER to the RESPONDENT;

(3) Exhibit P-40 dated 29 August 2017 PETITIONER has informed the RESPONDENT that PETITIONER has secured financing in the amount of USD 190,000,000.00 (one hundred ninety million United States Dollar) from Nomura Singapore to refinance the debt of Target not giving its approval.

g. Considering at number 17.2 PANEL of Arbitrators has proven that Conditional Shares Purchase Agreement is valid and binding upon the Parties;

h. Considering Exhibit P-4. P-5 and P-32 dated 11 January 2017 PETITIONER has deposited the fund in the amount of IDR. 33,638,500.00. to the RESPONDENT as equal to 5% of total purchase as deposit and which has been confirmed by the RESPONDENT that the Deposit has been received by the RESPONDENT;

i. Considering Exhibit P-19 on 17 March 2017 Respondent informed the PETITIONER that the RESPONDENT had difficulty in securing creditor approval of the Target Company, namely Bank Panin as required under Material Contract;

j. Considering Exhibit P-33 and Exhibit P-34 on 7 April 2017 PETITIONER has obtained approval of Fit and Proper Test from Financial Services Authority as in Article 4 in conjunction with Appendix 3 CSPA;

k. Considering Exhibit P-6 on 24 March 2017 PETITIONER has in good faith offered Waiver of CP Condition Precedent of failure to fulfill the Seller Condition Precedent by the RESPONDENT (Vide Article 4.2 of Agreement] to perform the Agreement in satisfactory manner;

1. Considering the Exhibits of the PETITIONER on termination of agreement by the RESPONDENT as follows:

(1) Exhibit P-7 dated 27 April 2017 RESPONDENT unilaterally stated that Agreement was terminated and acknowledged that the RESPONDENT failed fulfill the Seller Condition Precedent which yang proved that" RESPONDENT failed its obligations set forth under Article 4.3 and 8.1 of the Agreement;

(2) considering Exhibit P-8 on 27 April 2017 PETITIONER has offered to the RESPONDENT the solution to fulfill the Seller Conditions Precedent as the obligation of the RESPONDENT [Article 4.5 (a) of the Agreement] and PETITIONER has exercised its right to extend the Long Stop Date [Article 4.5 (a) Agreement], therefore the obligation of the Parties to fulfill each of its obligations set forth in Agreement is also extended;

(3) considering Exhibit P-24 an 28 April 2017 the RESPONDENT refused the extension of Long Stop date and requested termination of Agreement upon mutual agreement of the PETITIONER and Respondent;

(4) considering Exhibit P-9 on 5 May 2017 the RESPONDENT has announced in the Investor Daily edition 5 May 2017 column Markets & Corporate News entitled "Maybank Seek New Buyer of WOM Finance other than Reliance". The RESPONDENT has defaulted the agreement by making such disclosure/announcement on the Agreement without prior written consent of the PETITIONER [Article 11.8 Agreement]

(5) considering Exhibit P-25 on 12 Nay 2017 Respondent unrightfully and unilaterally declared the Agreement as terminated.

(6) considering Exhibit P-22 on 22 June 2017 Respondent refused the extension of Long Stop Date without the right to terminate the agreement:

(7) considering Exhibit P-26 on 25 July 2017 Respondent forced the PETITIONER to issue written confirmation that Agreement has been terminated and offered to enter into a new agreement on the solution relating to the acquisition of target shares if the PETITIONER agreed to the termination.

17.3.2 In light of the above consideration, the PANEL of Arbitrators arrived at the opinion that the PETITIONER has maximized its efforts to fulfill the provisions set forth in the CSPA to fulfill Condition Precedent, however on the contrary the RESPONDENT abandoned the efforts by the PETITIONER and unilaterally terminated the agreement without the prior consent of the creditor, therefore, PANEL ofArbitrators arrived at the opinion that the RESPONDENT proved to have defaulted the CSPA,

17.4 WHETHER THE PETITIONER HAS FULFILLED ALL OF ITS OBLIGATIONS UNDER THE CONDITIONAL SHARE PURCHASE AGREEMENT?

17.4.1 Considering THE grounds of claims PETITIONER substantially as follows:

a. whereas, the PETITIONER has shown its seriousness to purchase the shares in PT Wahana Ottomitra Multiartha Tbk. [hereinafter referred to as "TargetCompany"), attend the kick-off meeting at the office of the respondent on 9 August 2016 followed up by the PETITIONER engaging/paying the Legal Consultant to carry out Legal and Financial Due Diligence for the Acquisition of Shares in the Target Company and lain PETITIONER engaged the services of professional financial advisor Eliot & Luther Advisory Limited and legal advisor Oentoeng Suria & Partners to carry out legal and financial due diligence;

b. whereas, RESPONDENT has appointed PETITIONER as the Shortlisted Participant in the share divestment plan of the RESPONDENT in the Target Company based or diligence process by the RESPONDENT and its representative. The Parties should have been committed to fulfilling its obligations respectively to enter the Conditional Shares Purchase Agreement dated 11 January 2017 including its appendices (hereinafter referred to as "CSPA");

c. whereas, respondent has noted since the beginning that PETITIONER had adequate fund to pay the Purchase Price because the RESPONDENT was fully aware of the purpose of optimal leverage, then the payment of Purchase Price will be made by third party-financing (acquisition financing). The action RESPONDENT refusing the proof of fund adequacy from the PETITIONER for any reason whatsoever is groundless and is a form of bad faith of the RESPONDENT to evade from its responsibility under the CSPA;

d. whereas, RESPONDENT by its representative confirmed that it has received the payment of deposit fund by the PETITIONER in the amount of IDR. 33, 688,500,000.00 (thirty three billion six hundred eighty eight million five hundred thousand Rupiah) as its obligations and proof of commitment and good faith PETITIONER in performing the CSPA;

e. whereas, the PETITIONER has been recognized by the Governmental Agency in Finance namely Financial Services Authority (Otoritas Jasa Keuangan) (hereinafter referred to as "OJK") as a benafide prospective Buyer (including financing) to acquire the shares in PT Wahana Ottomitra Muliiartha Tbk. (hereinafter referred to as "TargetCompany"):

f. whereas, in respect of the plan of the PETITIONER to acquire the shares of the RESPONDENT in the Target Company, the fitness and properness of the PETITIONER in terms of fund readiness, source of financing, competency and other requirements have been tested by the OJK as the authorized Governmental Agency to carry out fit and proper test:

g. whereas, after completing the long and comprehensive Fit and Proper test, finally PETITIONER passed the fit and proper test by OJK as per its official decision by copy of Decision Letter of the members of Board of Commissioners of Financial Services Authority No-Kep-166/NB.11/2017 dated 7 April 2017 on Results of Fit and Proper Test of PT Reliance Capital Management as the prospective Controlling Shareholder of PT Wahana Ottomitra Multiartha Tbk. [Vide Exhibit P-34],

h. whereas, OJK principally stated that PETITIONER is fit and proper in terms of integrity, financial reputation (funding and source of funding), competence and other conditions set forth in OJK Regulation No. 27/POJK.03/2016 on Fit and Proper Test for PT Principal of Financial services institution.;

i. Whereas, the PETITIONER has secured financing (from Olympus Asia Capital Credit to finance the Acquisition of Target Company in the amount of USD30,000,000.00 (thirty million United States dollar), this proved the commitment of the PETITIONER to Refinance t he debt of the Target Company to its creditor and the creditor approval of the Target Company as the obligation the RESPONDENT is not necessary;

j. Whereas, the PETITIONER also submitted to the RESPONDENT proof of fund adequacy PETITIONER in the amount of IDR.792,138,326,258.00 (seven hundred ninety two billion one hundred thirty eight million three hundred twenty six thousand two hundred fifty eight Rupiah), in excess of the Purchase Price in the amount of IDR. 673,770,000,000.00 (six hundred seventy three billion seven hundred seventy million Rupiah), this proved that PETITIONER is capable and ready to pay the Purchase Price even without fund loan from any other party;

k. Whereas, the PETITIONER continued its efforts to offer the solution to the RESPONDENT to take over the responsibility for finding source of refinancing to mitigate the failure of the RESPONDENT to secure creditor approval of Target Company where the PETITIONER has informed the RESPONDENT that the PETITIONER has secured total financing in the amount of USD190,000,000.00 (one hundred ninety million United States dollar) [Exhibit P-40b] to refinance the debts of creditor of TargetCompany not giving their approvals (Panin Bank and Bank BCA);

l. Whereas, based on the facts above (it proved that PETITIONER has fulfilled its obligation set forth in the Buyer Condition Precedent and committed to effecting the CSPA and has used all efforts to assist the RESPONDENT to fulfill the obligation of RESPONDENT;

m. Whereas, based on the facts above there is no excuse for the RESPONDENT not to perform its obligation to sell shares in the Target Company to the PETITIONER and/or terminate the CSPA.

17.4.2 Considering that to support the grounds of claim above, the PETITIONER has submitted evidence documents and brought the following fact Witnesses:

a. Exhibit P-6, electronic mail (email) from Joel Hogarth dated 24 March 2017 to Thilagavathy Nadason as Director of Finance the RESPONDENT and Anton Budidjaja as President Director of the PETITIONER;

b. Exhibit P-8 letter from the PETITIONER to the RESPONDENT dated 27 April 2017 whereby PETITIONER has offered to the RESPONDENT solution to fulfill the Seller Condition Precedent being the obligation of RESPONDENT [Article 4.5 CSPA), and exercised its right to extend the Long Stop Date [Article 4.5 (a) CSPA], therefore the obligations of the Parties to fulfill the each of its obligation set forth in CSPA is also extended;

c. Exhibit P-10, letter of the PETITIONER to the RESPONDENT dated 15 May 2017 where PETITIONER requested the RESPONDENT to enter into negotiation/amicable settlement to fulfill the Seller Condition Precedent [Article 11 10 (a) CSPS];

d. Exhibit P-29, letter front Maybank IB Dated 2 September 2016 on Matrix Project: Instruction to Submit Definitive Binding Offer;

e. Exhibit P-30, Letter from the PETITIONER dated 7 November 2016 on Binding Offer to Acquire Shares in PT Maybank Indonesia Tbk in PT Wahana Ottomitra Multiartha Tbk,;

f. Exhibit P-31, electronic mail (e-mail) from Ms. Mia Dora d/o Ismail as Representative of the RESPONDENT dated 2 8 November 2016 to Mr. Iman Pribadi as Director of the PETITIONER;

g. Exhibit P-32, electronic mail (e-mail) from Ms. Ng Cin Cin as the representative of the RESPONDENT dated 11 January 2017 to Mr. Iman Pribadi as Director of the PETITIONER;

h. Exhibit P-33. OJK Letter No.: S- 1583/NB.11/2017 dated 7 April 2017 on Request for Approval of Nomination of Controlling Shareholder of PT Wahana Ottomitra Multiartha Tbk.;

i. Exhibit P-34. Resolution Letter of Members of Board of Commissioners OJK Number Kep-166/NB.11/2017 dated 7 April 2017 on the Result of Fit and Proper Test by PT Reliance Capital Management as Prospective Controlling Shareholder of PT Wahana Ottomitra Multiartha Tbk.;

j. Exhibit P-35, electronic mail (e-mail) from Mr. Ming Eng as CFA Olympus Asia Capital Credit dated 23 December 2016 to Mr. Anton Budidjaja as Director of the PETITIONER;

k. Exhibit P-36, letter of the PETITIONER No. 018/RCM/-DIR/VI/2017 dated 7 June 2017;

l. Exhibit P-37, letter from the PETITIONER to the RESPONDENT dated 29 April 2017 on Confirmation on Proof of Fund adequacy & Document Evidences;

m. Exhibit P-38, electronic mail (email) from Mr. Iman Pribadi as Director PETITIONER dated 29 April 2017 to Ms. Ng Cin Cin as Representative of the RESPONDENT;

n. Exhibit P-39, letter of the PETITIONER to the RESPONDENT No. 019/RCM-DIR/VII/2017 dated 10 July 2017;

o. Exhibit P-40, letter of the PETITIONER to the RESPONDENT No. 021/RCM-DIR/VIII/2017 dated 29 August 2017;

p. ExhibitP-40b. Summary Indicative Financing Terms August 2017 by and between Nomura Singapore Limited and PETITIONER;

q. statement of fact witnesses Mr. Anton Budidjaja and Mr. Joel Richard Hogarth which corresponds to the above proofs.

17.4.3 Considering that in respect of evidence and statement fact witnesses above, the PANEL of Arbitrators made the following legal considerations;

a. Considering that after examining ExhibitP-30, Exhibit P-31, and Exhibit P-32, according to the PANEL of Arbitrators it is sufficiently proven in the bidding process, the PETITIONER is a benafide and the best bidder selected by the RESPONDENT as Shortlisted Participant until Respondent agreed to sign the CSPA with the PETITIONER on 11 January 2017;

b. Considering that having examined ExhibitP-30, Exhibit p-33 and Exhibit P-34, according to the PANEL of Arbitrators, it is clearly proven that upon signing ofCSPA until the date PETITIONER passed the fit and proper test by OJK, the PETITIONER is the bonafide bidder (fit and proper);

c. Considering the provisions of Article 11.2. CSPA stating;

"This agreement supersedes all discussions and covenants between the Parties in relation to the matter set forth in the agreement, including but not limited to letter of intent and confidentiality agreement between the Parties. This agreement constitutes sole and entire agreement between the Parties in relation to the matters set forth in this agreement."

Therefore, subject to the provisions of Article 11.2. It is inadmissible that the grounds of claim filed by the PETITIONER stating that it is irrelevant for the RESPONDENT to require the PETITIONER to file the proof of fund adequacy after the PETITIONER passed the bidding - prior to the signing of CSPA;

considering the provisions of Article 4.1. CSPA stating.

Condition Precedent. Closing depends on the fulfillment or waiver by the relevant party subject to the provisions of this agreement or conditions set forth in Appendix 3 ("Condition Precedent")

In conjuction with number 2 to CSPA which, contains Buyer Condition Precedent especially letter (c) and (d) stating:

"(c) delivery to the Seller the documents evidencing the receipt of Approval of Fit and Proper Test by OJK; and

(d) delivery to the Seller the document evidencing that the Buyer has adequate fund to pay the Purchase Price."

therefore, subject to the provisions of Article 4.1. In conjunction with Appendix 3 number 2 letter (c) and (d) it is not a valid ground of claim that the PETITIONER stating that it is irrelevant for the RESPONDENT to request the PETITIONER to show the proof of fund adequacy after the PETITIONER pass a fit and proper test by OJK since it is the right of the Seller (in this case RESPONDENT) to request same and the obligation of the Buyer (in this case PETITIONER) to submit same to fulfill the Buyer Condition Precedent taking into view that the Closing is subject to the fulfillment of Condition Precedent.

d. Given the above considerations, according to the PANEL of Arbitrators it is correct and in compliance with the provisions of CSPA, the PETITIONER agreeing to submit to the RESPONDENT the document evidencing that the PETITIONER has adequate fund to pay the Purchase Price either by email as per Exhibit P-38 and by hardcopy as per Exhibit P-37

e. Considering that having examined the appendices accompanying the Exhibit P-37 and Exhibit P-38, and all considerations of the PANEL of Arbitrators in number 17.3. Then according to the PANEL ofArbitrators it sufficiently proved the fulfillment by the PETITIONER of its obligations under the CSPA.

17.5 WHETHER PANEL OF ARBITRATORS MAY DECLARE THE CONDITIONAL SHARES PURCHASE AGREEMENT AS TERMINATED?

17.5.1 Considering the facts in the hearing as follows:

a. letter of from RESPONDENT to the PETITIONER intending to terminate the Conditional Shares Purchase Agreement dated 11 January 2017 including appendices (hereinafter referred to as "CSPA") as per Exhibit P-25;

b. Reason of the PETITIONER filed in the hearing on 6 April 2018 that PETITIONER amended the Application of Arbitration and subject matter of the claim to the PANEL of Arbitrators to declare the CSPA null and void as it is not realistic for the PETITIONER to maintain the agreement with the RESPONDENT.

17.5.2 Considering the provisions of Article 1338 paragraph (2) and Article 1381 Civil Code provides for the possibility of expiration of an agreement with mutual agreement of both parties. Based on the facts above, the PANEL of Arbitrators arrived at the opinion that parties mutually terminate the CSPA.

17.5.3 Considering that Arbitration is authorized to examine all commercial civil disputes subject to Article 5 of Law Number 30 of 1939 on Arbitration and Alternative Dispute Resolution (hereinafter referred to as "Law30/1999") stating:

"Dispute that may be resolved through Arbitration is only commercial dispute and legal rights and the relevant laws and regulations by the disputing parties";

and considering the recent development in the Arbitration practice, which does not question the issue on competence of Arbitration to the claim for termination of agreement, as reflected in:

- model UNCITRAL Arbitration Clause, which reads:

"Any dispute, controversy or claim mixing out of or relating to this contract, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the UNCITRAL. Arbitration Rules as are presently in force."

- model SIAC Arbitration Clause, which reads:

"Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the SIAC in accordance with the Arbitration Rules of SIAC for the time being in force, which rides are deemed to be incorporated by reference in this clause."

- And considering the ad hoc Arbitration Award between Mid America Energy vs PLN (known as Dieng & Patuha case) applying UNCITRAL Rules in Jakarta which offered new interpretation of the most correct translation for the word "in regten" in the second paragraph Article 1266 Burgerlijk Wetboek that the meaning of the word "in regten" is "justice" not "judge" as used in BW translation in Indonesia (Civil Code) and based on the said interpretation the PANEL of Arbitrators refused the exception of PLN and declared the PANEL of Arbitrators is authorized to examine the request for termination of agreement since arbitration is also a justice system;

- Also considering the provisions of Article 11 Paragraph (1) of law 30/1999 that District Court ceases to have the authority to examine the dispute the parties to which have been bound by Arbitration Agreement, it must be interpreted that the Parties have waived their right to refer such dispute to the District Court and submit to the BANI Arbitration Award subject to the provisions of Article 6 paragraph (6) BANI Rules Number: KEP-02/BANI/09/2016 on Arbitration Rules and Procedures dated 8 September 2016 (hereinafter referred to as "BANI Arbitration Rules & Procedure") which states:

"The Parties bound by BANT Arbitration Agreement have agreed to waive the case examination through District Court or other arbitrations and will execute the award passed by the arbitrators by the Sole Arbitrator/PANEL of Arbitrators under this Rule."

17.5.4 In light of the above consideration, the PANEL of Arbitrators in authorised to declare that CSPA null and void upon announcement date of Arbitration Award.

17.6 WHETHER INDEMNITY CLAIM FILED BY THE PETITIONER HASLEGAL STANDING?

17.6.1 Considering the grounds of claim Application of Arbitration substantially stating:

a. that, the PETITIONER has invested time, energy and cost in significant amount for the performance of Conditional Shares Purchase Agreement dated 11 January 2017 (hereinafter referred to as "CSPA"), however due to default of the RESPONDENT the PETITIONER alleged that it has suffered material and immaterial Loss;

b. that, the PETITIONER claimed against the RESPONDENT for reimbursement of costs, indemnity and interest of loss suffered by the PETITIONER and anticipated profit by the PETITIONER if the RESPONDENT did not commit default of CSPA subject to provisions of article 1239 Civil Code which stated:

"Each contract to do something or not to do something, if the debtor fails to fulfill its obligations, will receive the settlement in the obligation for cost, loss and interest reimbursement "

In conjunction with Article 1245 Civil Cods which states:

"The cost, indemnity and interest claimable by the creditor, consists of loss suffered and loss of anticipated profit..."

and according to some jurisprudence of the Supreme Court No. 1001K/Sip/1972 dated 17 January 1973 states:

"In accordance with civil law, termination of a contract shall be accompanied by cost, loss and interest."

And Jurisprudence of Supreme Court No. 3306K/Pdt/1986 dated 14 May 1987 states

"In accordance with Article 1246, 1247 and 1248 and Jurisprudence, claim may be filed for anticipated profit and direct consequence of default."

17.6.2 Considering that PETITIONER in the Application of Arbitration claimed for reimbursement of cost, indemnity and interest to the RESPONDENT, both loss suffered or loss of anticipated profit totalingIDR.386,117,883,620.00 (three hundred eighty six billion one hundred seventeen million eight hundred eighty three thousand six hundred twenty Rupiah) and USD 450,000.00 (four hundred fifty thousand United States Dollar) consisting of:

a. COST & INTEREST:

(1) DepositIDR. 33,688,500,000.00 (thirty three billion six hundred eighty eight million five hundred thousand Rupiah) by the PETITIONER to the RESPONDENT subject to Article 3.4. CSPA, including the interest of IDR.2,948,000,000.00 (two billion nine hundred forty eight million Rupiah) therefore total IDR. 36,636,500,000.00 (thirty six billion six hundred thirty six million five hundred thousand Rupiah);

(2) Professional Consultant Fee and financial institution which consisted of:

(i) Service Fee Eliot & Luther Advisory Limited for Financial Due Diligence, negotiation and assistance to enter into CSPA in the amount of IDR.13,475,000,000.00 (thirteen billion four hundred seventy five million Rupiah) and USD 300,000.00 [three hundred thousand United States dollar);

(ii) service fee for Oentoeng Suria & Partner for Legal Due Diligence of PT Wahana Ottomitra Multiartha Tbk. (hereinafter referred to as "Target Company") in the amount. of IDR. 1,006,333,620.00 (one billion six million three hundred eighty three thousand six hundred twenty Rupiah); and

(iii) service fee of Linklaters LLP to make draft CSPA to acquire the Target Company in the amount of USD 150,000.00 (one hundred fifty thousand United States Dollar).

b. PETITIONER'S ANTICIPATED PROFIT

- loss of anticipated cash flow in the following 5 (five) years totaling IDR.335,000,000,000.00 (three hundred thirty five billion Rupiah) calculated from :

- anticipated dividend of the PETITIONER in 2017 as the "owner" of 68.55% shares from the Target Company in the amount of IDR.119,600,000,000.00 (one hundred nineteen billion six hundred million Rupiah), plus

- profit from bundling financing and insurance of the PETITIONER in 2017 as the owner of 68.55% shares from Target Company in the amount of IDR.91,900,000,000.00 (eighty one billion nine hundred million Rupiah), and

- calculation was conducted using discounted cash flow to the loss of revenues for the following 5 (five) years at discount rule of 12.05% (twelve point zero five percent).

17.6.3 Considering the provisions of Article 1239 Civil Code in conjunction with Article 1246 Civil Code and Jurisprudence of Supreme Court as the basis for the PETITIONER to file reimbursement of cost, indemnity and interest to the RESPONDENT, either the loss suffered, or anticipated profit of the RESPONDENT referred to in number 17.6.2. PANEL ofArbitrators arrived at the opinion that the PETITIONER is truly entitled to the claims against the RESPONDENT other than the provisions of Articles of Civil Code and Jurisprudence. PARTIES must also consider the matters agreed between the Parties relating to the indemnity subject to Article 9.1. In conjunction with Article 9.3. letter (a) CSPA that indemnity claim must contain in reasonable detail [Exhibit P-4]

17.6.4 Considering the provisions of Article 163 HIR/283 RGB/1865 Civil Code which states:

" Any person claiming that he/she has the right or to confirm his right or deny the right of another person, refers to an event, is obliged to prove such rights or event"

The PETITIONER must substantiate the grounds of claims for reimbursement of cost, loss and interest with adequate evidence and the PANEL of Arbitrators will only make consideration for the grounds of claim substantiated by adequate evidence since the grounds of claim without proof will become nonsense.

However therefore, considering that the dispute involved Respondent and Target Company which is Publicly Listed Company (Tbk) is subjected to disclosure in the Capital Market, there may be facts known by the public, notoire feiten,which can be used by the PANEL of Arbitrators and by the party for evidence. In addition, in considering the value of evidence, the PANEL of Arbitrators will consider the appropriateness between the statement of witnesses and other evidence.

Given the consideration above, below is the PANEL of Arbitrators will give its legal consideration for the claim of cost, interest, loss filed by the PETITIONER in accordance with facts in the hearing, notoire feiren, if any, decide based on the applicable law based on justice and fairness (ex aequo et bono) by logical approach which ensure reasonable and understandable Arbitration Award as objectively accepted by both PARTIES.

17.6.5 CLAIM FOR DEPOSIT REFUND

a. Considering that PETITIONER argued as follows

(1) whereas, PETITIONER argued to have fulfilled its Obligations set forth in Article 3.4. CSPA which states:

"Deposit. On the signing date of this Agreement, a sum of IDR 33,688,500,000.00 (thirty three billion six hundred eighty eight million five hundred thousand Rupiah) or equal to five percent (5%) of Purchase Price was paid by to the Seller as deposit ("Deposit) in cash through bank transfer with immediately Available Fund to the account of the Seller Bank."

(2) whereas, PETITIONER argued has transferred the amount of fund as Deposit in the amount of IDR.33,698,500,00000 (thirty three billion six hundred eighty eight million five hundred thousand Rupiah) to the RESPONDENT;

(3) whereas, PETITIONER argued to have made such transfer through the account of the PETITIONER with Bank Permata to the account of the RESPONDENT on 11 January 2017 ;

(4) whereas, PETITIONER argued to have received confirmation on the receipt from RESPONDENT of Transfer of Deposit received via electronic mail (e-mail) dated 11 January 2017 sent by Mr. Ng Cin Cin as representative of the RESPONDENT to Mr. Iman Pribadi as Director of PETITIONER;

(5) whereas, PETITIONER argued the default by the RESPONDENT of CSPA and therefore RESPONDENT shall return all deposit to the PETITIONER including the interest in the amount of 7% (seven percent) per year for 15 (fifteen) months or equal to I DR.2,948,000,000.00 (two billion nine hundred forty eight million Rupiah);

(6) whereas, in light of the above grounds of claims, the PETITIONER argued that all amount of Deposit and interest to be returned by the RESPONDENT to the PETITIONER is in the amount of IDR.36,636,500,000.00 (thirty six billion six hundred thirty six million five hundred thousand Rupiah).

b. Considering that to substantiate the above arguments, the PETITIONER has submitted evidence in the form of document evidence and statement of fact witnesses as follows:

(1) Exhibit P-4,proof of CSPA which contained information on signing date of CSPA and isi Article 3.4 and Article 3.3.;

(2) Exhibit P-5,proof of transfer Bank Permata No. Reff: A 554581 on 11 January 2017 in the amount of IDR33,688,500,000.00 (thirty three billion six hundred eighty eight million five hundred thousand Rupiah):

(3) Exhibit P-5a,proof of Account statement of Bank Permata No C11 R000NSU in the name of PT Reliance Capital Management (in this case the PETITIONER) for reporting period from 1 January 2017 - 31 January 2017 showing a debit in the amount of IDR. 33,688,500,000.00 (thirty three billion six hundred eighty eight million five hundred thousand Rupiah);

(4) Exhibit P-23, letter from RESPONDENT No. S. 2017.027/PRESDIR to the PETITIONER dated 27 April 2017 stating the approval of the RESPONDENT to return the Deposit in full to PETITIONER plus interest 7% (seven percent) per year:

(5) Exhibit P-32, printout of e-mail from Mr. Ng Cin Cin as Representative of the RESPONDENT to Mr. Iman Pribadi as Director Of the PETITIONER on 11 January 2017 informing that Deposit has been received by the RESPONDENT;

(6) statement of Fact Witness Mr. Anton Budidjaja that PETITIONER has made payment of Deposit in the amount of IDR 33,688,500,000.00 (thirty three billion six hundred eighty eight million five hundred thousand Rupiah) on the signing date of CSPA, that was 11 January 2017.

c. Considering the grounds of claims and Exhibits of the PETITIONER above, the PANEL of Arbitrators made the following legal consideration:

(1) whereas, having examined the arguments of the PETITIONER and conformance to Exhibit P-4, Exhibit p-5, Exhibit P-5a, Exhibit P-23 and Exhibit P-32 and statement of fact witnesses, hence it is proven that the PETITIONER has transferred the Deposit to the RESPONDENT in accordance with Article3.4. CSPA in the amount of IDR.33,688,500,000.00 (thirty threebillion six hundred eighty eight million five hundred thousand Rupiah) immediately through bank transfer on the signing date of CSPA on 11 January 2017 and the RESPONDENT also proved to have received the said Deposit:

(2) having examined the grounds of claims by the PETITIONER and its conformance to Exhibit P-4, especially the first sentence of Article 8.3. letter (b) stating

"If no Closing takes place for any reason whatsoever other than those stated in Article 8.3. (a). Seller shall return in full such amount from the Deposit co the Buyer..."

and in light with the consideration by the PANEL of Arbitrators in number 17.3. concluding that the RESPONDENT proved to have defaulted under the CSPA, hence it is proven that the RESPONDENT must return all Deposit to the PETITIONER in the amount of IDR33,688,500,000.00 (thirty threebillion six hundred eighty eight million five hundred thousand Rupiah);

(3) whereas, having examined the arguments tiled by the PETITIONER and its conformance to Exhibit P-4, especially Article 8.3. letter (a) which stated that:

"If no Closing takes place due to fai1ure of the Buyer to fulfill the Buyer Condition Precedent or breach of Article 3.4. Article 5.4 or Article 7.2 by the Buyer, Seller has the full right to seize and not return the Deposit to the Buyer and Buyer agrees not to claim against the Seller to return the Deposit

however

- in light with the consideration of the PANEL of Arbitrators in number 17.4. especially 17.4.3. letter c considering that there is sufficient proof of the fulfillment by the PETITIONER of its obligations under CSPA;

- also in light with the consideration of PANEL of Arbitrators in number 17.5. concluding that CSPA is null and void:

- also in light with the consideration of the fact that Target Company is owned by the RESPONDENT with improved extraordinary financial performance in 2017 therefore RESPONDENT as the owner of 68.55% shares shall be deemed by the PANEL of Arbitrators not to suffering financial loss due to failure of CSPA transaction if the RESPONDENT still earns additional obtain without returning the Deposit to the PETITIONER; and

- considering Exhibit P-23 which states the willingness of RESPONDENT to return the Deposit in full to the PETITIONER: it fulfills the sense of justice and fairness if the PANEL of Arbitrators affirms its consideration that RESPONDENT must return to the PETITIONER all Deposit in the amount of IDR. 33,688,500,000.00 (thirty three billion six hundred eighty eight million five hundred thousand Rupiah);

(4) in light of the above consideration,the claim filed by the PETITIONER against the RESPONDENT to return the Deposit in the amount of IDR. 33,688,500,000.00 (thirty threebillion six hundred eighty eight million five hundred thousand Rupiah) may be granted by the PANEL of Arbitrators and to ensure justice and fairness, it shall be returned by the RESPONDENT as soon as possible no later than 30 (thirty) days upon announcement of this award;

(5) whereas, having examined the grounds of claims PETITIONER and Exhibit P-4, especially Article 8.3. letter (b). PANEL of Arbitrators made the following legal consideration

(i) considering that PETITIONER without any clear details and reason has made rounding up to the calculation of interest it claimed from IDR.2,947,743,750.00 (two billion nine hundred forty seven million seven hundred forty three thousand seven hundred fifty Rupiah) to IDR. 2,948,000,000.00 (two billion nine hundred forty eight million Rupiah):

(ii) considering that PETITIONER, in the hearing on 6 April 2018, explained that the interest of 7% (seven percent) per year has been approved by the RESPONDENT and as to the period of 15 (fifteen) months upon transfer of Deposit on January until the announcement of award;

(iii) considering that although Article

8.3. letter (b) CSPA stated:

"If no closing takes place for any reason whatsoever other than those stated in Article V 3(a). Seller shall return the full amount of the Deposit to the Buyer at the applicable interest rate in one month to the Seller however not in excess of 7% per year."

However, considering Exhibit P-23 which expressly contains the willingness of the RESPONDENT to return the Deposit in full to the PETITIONER at interest rate of 7% (seven percent) per year, the interest rate applied by the PETITIONER is correct;

(iv) considering that calculation of period of interest calculated by the PETITIONER for 15 (fifteen) months is correct and reasonable;

(v) in light of the above considerations, the claim filed by the PETITIONER to the RESPONDENT on the interest of Deposit return can be granted by the PANEL of Arbitrators in the amount of IDR. 2,947,743,750.00 (two billion nine hundred forty seven million seven hundred forty three thousand seven hundred fifty Rupiah) without rounding.

17.6.6 CLAIM FOR REIMBURSEMENT OF FEE TO ELLIOT & LUTHER ADVISOR LIMITED

a. Considering that PETITIONER argued as follows:

(1) whereas, PETITIONER argued to have appointed Eliot & Luther Advisory Limited to carry out Financial Due Diligence, negotiation and assist in realizing the CSPA;

(2) whereas, PETITIONER argued to have incurred the costs to pay the service of Eliot & Luther Advisory Limited in the amount of IDR. 13,750,000,000.00 (thirteen billion four hundred seventy five million Rupiah) on 21 January 2017 in the amount of USD 300,000.00 (three hundred thousand United States Dollar) on 10 March 2017.

b. Considering to substantiate its arguments, the PETITIONER has submitted evidence in the form of document evidence and statement of fact witnesses as follows:

(1) Exhibit P-3,evidence of contract between PETITIONER and Eliot & Luther Advisory dated 21 September 2016;

(2) Exhibit P-41, invoice No. 2017-RC-0001 dated 21 January 2017 from Eliot & Luther Advisory Limited to the PETITIONER in the amount of IDR. 13,750,000,000.00 (thirteen billion seven hundred fifty million Rupiah);

(3) Exhibit P-42, invoice No. 2017-RC-0002 dated 10 March 2017 from Eliot & Luther Advisory Limited to the PETITIONER in the amount of USD 300,000.00 (three hundred thousand United States dollar):

(4) statement of fact witnesses Mr. Anton Budidjaja stating that PETITIONER has appointed and paid the service fee for Financial Advisor Eliot & Luther Advisory Limited in the amount of IDR. 13,750,000,000.00 (thirteen billion seven hundred fifty million Rupiah) and USD 300,000.00 (three hundred thousand United States Dollar).

c. Considering that after the PANEL of Arbitrators fully examined the grounds of claims filed by the PETITIONER and Exhibit P-3, Exhibit P-41, and Exhibit P-42 and statement of fact Witnesses, even though there is no direct evidence as to the payment of invoice and transfer of account, it proved that PETITIONER is obliged to make the payment to the Eliot & Luther Advisory Limited in the amount of IDR. 13,750,000,000.00 (thirteen billion four hundred seventy five million Rupiahs) and USD 300,000.00 (three hundred thousand United States Dollar).

d. In light of the above consideration, the claim filed by the PETITIONER against the RESPONDENT for reimbursement of cost of Eliot & Luther Advisory Limited in the amount of IDR 13,750,000,000.00 (thirteen billion four hundred seven hundred fifty Rupiahs) and USD 300,000.00 (three hundred thousand United States dollar) be granted by the PANEL of Arbitrators for justice and fairness to paid by the RESPONDENT as soon as practicable no later than 30 (thirty) days upon announcement of this Award.

17.5.7 CLAIM FOR REIMBURSEMENT FOR FEE PAID TO OENTOENG SURIA & PARTNERS :

a. Considering that PETITIONER argued as follows:

(1) whereas, PETITIONER argued that it has appointed Oentoeng Suria & Partners carry out Legal Due Diligence in the Target Company;

(2) whereas, PETITIONER argued that it has paid the fee for the service of Oentoeng Suria & Partners total in the amount of IDR. 1,006,383,620.00 (one billion six million three hundred eighty three thousand Six hundred twenty Rupiah) paid in 3 (three) terms of payment.

b. Considering that to substantiate its arguments above, the PETITIONER has submitted document evidence and statements of fact witnesses as follows:

(1) Exhibit P-2,evidence of contract between PETITIONER and Oentoeng Suria Partners to the PETITIONER dated 20 January 2017;

(2) Exhibit P-11,evidence of invoice No. 3208171 dated 20 February 2017 from Oentoeng Suria & Partners to the PETITIONER in the amount of IDR. 653,717,636.00 (six hundred fifty three million seven hundred seventeen thousand six hundred thirty six Rupiah);

(3) Exhibit P-412,evidence of invoice No. 120000505 dated 2 March 2017 from Oentoeng Suria & Partners to the PETITIONER in the amount of IDR. 371,010,640.00 (three hundred seventy one million ten thousand six hundred forty Rupiah);

(4) Exhibit P-13, proof of transfer for payment iron the PETITIONER to Oentoeng Suria & Partners by Bank Fermata No. Reff B322236 on 8 September 2017 in the amount of IDR. 321,043,818.00 (three hundred twenty one million forty three thousand eight hundred eighteen Rupiah);

(5) Exhibit P-14, proof of transfer from the PETITIONER to the Oentoeng Suria & Partners by Bank BKE dated 10 November 2017 in the amount of IDR. 321,008,818.00 (three hundred twenty one million eight thousand eight hundred eighteen Rupiah);

(6) Exhibit P-15, proof of transfer from the PETITIONER to the Oentoeng Suria & Partners by Bank Permata No. Reff K142426, on 20 March 2018 in the amount of IDR. 364,330,984.00 (three hundred sixty four million three hundred thirty thousand nine hundred eighty four Rupiah);

(7) statement of fact witnesses Mr. Anton Budidjaja that PETITIONER has appointed and paid OSP in the amount of IDR. 1,006,383,620.00 (one billion six million three hundred eighty three thousand six hundred twenty Rupiah).

c. Considering the arguments and exhibits filed by the PETITIONER above P ANEL of Arbitrators considered as follows:

(1) whereas, having examined the grounds of claims filed by the PETITIONER and Exhibit P-4, Exhibit P-5, Exhibit P-5a and Exhibit P-32 and statement of fact witness, then it is proven that PETITIONER has paid the cost to the Law Office Oentoeng Suria & Partners in the amount of IDR. 1,006,313,620.00 (one billion six million three hundred thirteen thousand six hundred twenty Rupiahs), not IDR. 1,006,383,620.00 (one billion six million three hundredeighty three thousand six hundred twenty Rupiahs) as claimed by the PETITIONER and in 3 (three) payments as follows:

(i) first payment on 8 September 2017in the amount of IDR.321,008,818.00 (three hundred twenty one million eight thousand eight hundred eighteen Rupiah), not IDR. 321,043,818.00 (three hundred twenty one million forty three thousand eight hundred eighteen Rupiah) as claimed by the PETITIONER;

(ii) second payment on 10 November 2017 in the amount of IDR 321,008,818.00 (three hundred twenty one million eight thousand eight hundred eighteen Rupiah); and

(iii) third payment on 20 March 2018, in the amount of IDR. 364,330,984.00 (three hundred sixty four million three hundredthirty thousand nine hundred eighty four Rupiah);

(2) whereas, despite the difference in the calculation of fees paid by the PETITIONER to Oentoeng Suria & Partners between the grounds of claim PETITIONER and calculation by the PANEL of Arbitrators per Exhibit P-13, Exhibit p-14 and Exhibit P-15, where the calculation by the PANEL of Arbitrators is lesser than IDR. 70,030.00 (seventy thousand thirty Rupiahs). However, this shall be without prejudice to the fact that PETITIONER has paid to Oentoeng Suria & Partners in the amount of IDR. 1,006,313,620.00 (one billion six million three hundred thirteen thousand six hundred twenty Rupiah);

(3) in light of the above consideration,the claim filed by the PETITIONER against the RESPONDENT forreimbursement of fee of Oentoeng Suria & Partners be granted by the PANEL ofArbitrators in the amount of IDR. 1,006,313,620.00 (one billion six million three hundred thirteen thousand six hundred fifty Rupiah), and to ensure justice and fairness be paid by the RESPONDENT as immediate as possible no later than 30 (thirty) days as of the announcement of this award.

17.6.8 CLAIM FOR REIMBURSEMENT OF FEE FOR LINKLATERS LLP'S:

a. Considering that PETITIONER claimed as follows:

(1) whereas, PETITIONER argued to have appointed Linklaters LLP's to make draft CSPA:

(2) whereas, PETITIONER argued to have incurred the costs for Linklaters LLP'S in the amount of IDR 150,000.00 (one hundred fifty thousand United States Dollar).

b. Considering that to substantiate its arguments, the PETITIONER has filed document evidence, namely Exhibit P-43.

c. Considering that after the PANEL of Arbitrators examined the grounds of claims by the PETITIONER and Exhibit P-43, the PANEL of Arbitrators has considered as follows:

(1) whereas, Exhibit P-43 is a non-binding engagement letter because it was made by Philip Badge, which PANEL of Arbitrators assumed as a person representing Linklaters LLP, to Olympus Capital Asia Credit and column for the PETITIONER to countersign and such engagement letter was signed by the PETITIONER and not or not yet signed by Linklaters LLP and by Olympus Capital Asia Credit:

(2) whereas, the grounds of claim by the PETITIONER to have paid Linklaters LLP in the amount of USD 150,000.00 (one hundred fifty thousand United States dollar) is not supported by other evidence such as invoice and proof of payment.

d. In light of the above consideration, hencethe claim filed by the PETITIONER against the RESPONDENT for reimbursement of cost of Linklaters LLP in the amount of USD150,000.00 (one hundred fifty thousandUnited States dollar) not to be granted by the PANEL of Arbitrators because it has no adequate evidence).

17.6.9 CLAIM FOR LOSS OF ANITICIPATED CASH FLOW IN THE FOLLOWING 5 (FIVE) YEARS FROM 2017;

a. Considering the grounds of claims PETITIONER claiming if the RESPONDENT had not been, in default of its obligation, the PETITIONER will have since April 2017 (Long Stop date mentioned in Article 4.5. CSPA) [Exhibit P-4]will become thecontrolling shareholder of the Target Company and PETITIONER further argued that as a consequence of default of the RESPONDENT causing failure of acquisition of Target Company and PETITIONER suffered financial loss of potential cash flow in the amount of IDR. 201,500,000,000.00 (two hundred one billion five hundred million Rupiah) per year as detailed below:

(1) loss of potential revenue in the form of dividend to the "owner" of 68.55% (sixty eight point fifty five percent) shares of Target Company in the amount of IDR. 119,600,000,000.00 (one hundred nineteen billion six hundred million Rupiah) per year. based on calculation made, Total Comprehensive Profit of the Target Company based on audited Financial Statement for the year yang ended 31 December 2017 (hereinafter referred to as "Audited Financial Statement of the Target Company for the Year 2017") Exhibit P- 44 in the amount of IDR.174,513,000,000.00 (one hundred seventy four billion five hundred thirteen million Rupiah) multiplied by 68.55% (sixty eight point fifty five percent):

(2) loss of potential profit from bundling sale of motor vehicle insurance of subsidiary of PETITIONER (PT Insurance Reliance Indonesia) for each financing sold by Target Company to consumers in the amount of IDR. 81,900,000,000.00 (eighty one billion nine hundred million Rupiah) per year based on calculation shown in the table below:

Note: based on the argument by the PETITIONER, the calculation above, generated Projected profit of IDR. 61,400,000,000.00 (sixty one billion four hundred million Rupiah) per 9 (nine) months which was then rounded to a year by the PETITIONER into IDR. 81, 900, 000.03 (eighty one billion nine hundred million Rupiah) per year.

b. Considering that in respect of the lost anticipated profit of the PETITIONER of potential cash flow in the amount of IDR.201,500,000,000.00 (two hundred one billion five hundred million Rupiah) per year above, the claim was filed by the PETITIONER to the RESPONDENT for the following 5 (five) years. Therefore PETITIONER claimed for indemnity in the amount of IDR. 335,000,000,000.00 (three hundred thirty five billion Rupiah) to the RESPONDENT based on Projected potential total cash flow of the PETITIONER in the following 5 (five) following as shown in the following table:

note: based on the argument by the PETITIONER, the above projection is calculated using discounted cash flow for the two revenues (dividend and business bundling) loss per year for the following 5 (five) years at discount rate of 12.05% (twelve point zero five percent); and that calculation of the PETITIONER was very conservative far below the inflation rate and 31 Rate (Exhibit P-45 and. Exhibit P-46] and calculated only 5 (five) years even though PETITIONER is an integrated business solution to acquire the shares in the Target Company in the long term and even permanently.

c. considering that to substantiate the grounds of claims above, the PETITIONER has submitted evidence in the form of document evidence and statement of fact witnesses as follows:

(1) Exhibit P-44,Audited Financial Statement of the Target Company for the year 2017 on page 5 as stated in Income Statement and Other Comprehensive Income Statement stating Total Comprehensive Profit of the Target Company in the amount of IDR. 174,513,300,000.00 (one hundred seventy four billion five hundred thirteen million Rupiah);

(2) Exhibit P-45,information on the definition of BI Rate taken from website of Bank Indonesia (www.bi.go. id/id/moneter/bi-rate/penjelasan/Contents/Default.aspx);

(3) Exhibit P-46,information on BI Rate taken from website of Bank Indonesia (www.bi.go.id/id/moneter/bi- rate/penjelasan/Contents/Default.aspx); with the lowest point of 6.5% (six point five percent) and the highest point of 7.5% (seven point five percent);

(4) statement of fact witnesses Mr. Joel Hogarth describing as follows:

(i) whereas, PETITIONER has instructed the witnesses as its financial advisor to calculate the loss of profit suffered by the PETITIONER due to failure of the RESPONDENT to fulfill the Condition Precedent:

(ii) whereas, the approach by the witnesses was to calculate the present value of the lost cash flow by the PETITIONER if the transaction (acquisition of Target Company) as agreed, this case in the financial industry is known as valuation of Discounted Cash Flow and according to the witnesses, the most general method to value the interest of business;

(iii) whereas, witnesses have applied the DCF valuation on a very conservative assumption and determined the discount rate according to the industrial standard to reflect the time value of money:

(iv) whereas, the witnesses assume that PETITIONER will receive profit in the form of dividend from Target Company proportionate to the shareholding 68.55% (sixty eight point five five percent) based on audited the financial statement and further for the following years, the witnesses may use profit figures year 2017 without taking into account the growth of revenue or profit, a very conservative calculation method taking into view the Target Company in 2017 gained profit of almost 3 (three) times from the year 2016;

(v) whereas, witness also calculated the potential profit of the bundling business between the sales of financing products and insurance product of the subsidiary of the PETITIONER and such amount has been calculated by the witnesses based on actual results of the Target Company on April December 2017 and bundling level increased from 10% (ten percent) up to 60% (sixty percent) for a period of 9 (nine) months and for the following years, witnesses used the profit figures for the year 2017 without taking into account the growth of revenue or profit of the Target Company and applied average bundling rate of 40% (forty percent) far below the estimated growth of bundling rate of the PETITIONER in the amount of 60% (sixty percent):

(vi) whereas, in calculating the potential cash flow for the following years, the witnesses applied discount rate 12.05% (twelve point zero five percent) based on the Weighted Average Cost of Capital of the Target Company - the level is aligned with the discount rate applied in the Indonesian company engaged in the same line of business as the Target Company;

(vii) whereas, the witnesses only calculated the potential cash flow for the following 5 (five) years it believed as very conservative since many DCF valuation calculated the cash flow up to 15 (fifteen) up to the following 25 (twenty five) years.

d. Considering grounds of claims and evidence by the PETITIONER above, the PANEL of Arbitrators has considered as follows:

(1) whereas, against the grounds of claims PETITIONER calculating the dividend in the amount of IDR. 119,600,000,000.00 (one hundred nineteen billion six hundred million Rupiah in the first year from Total comprehensive profit of IDR 174,513,000,000.00 (one hundred seventy four billion five hundred thirteen million Rupiah) multiplied by 68.55% (sixty eight point fifty five percent), PANEL of Arbitrators has considered as follows:

(i) whereas the calculation is not aligned with the general method Lo calculate dividend based on Net Profit after tax deducted by appropriation for reserve. The appropriation must be the factor considered by the PETITIONER in projecting the profit from dividend as required by Article 7b paragraph (3) of Law Number 40 of 2007 an Limited Liability Company (hereinafter referred to as "UUPT") which states:

"Other appropriation referred to in paragraph (1) is made until the reserve reached at least 20% (twenty percent) of the issued and paid-up capital."

(ii) whereas, notoier feiten distribution of dividend of the Target Company in 2017 was 30% of the Net profit or IDR. 15,50 per Share, therefore if a party has 68.55% or equal to 2,386,646,729.00 shares, such party will receive dividend in the amount of IDR36,993,024,299.00 (thirty six billion nine hundred ninety three million twenty four thousand two hundred ninety nine Rupiah);

(iii) given the consideration above, according to the PANEL of Arbitrators the loss of dividend of the PETITIONER in 2017 was IDR 36,993,024,299.00 (thirty six billion nine hundred ninety three twenty four thousand two hundred ninety nine Rupiah) :

(2) whereas, in respect of the grounds of claims filed by the PETITIONER calculating the potential profit from business bundling between the financing and insurance in the amount of IDR. 81,900,000,000.00 (eighty one billion nine hundred million Rupiah) in the first year based on calculation from actual data of 9 (nine) months rounded to a year. The PANEL of Arbitrators considered that the calculation of bundling business was not supported by the sufficient document evidence, therefore, the PANEL of Arbitrators cannot further consider the grounds of claims and claim of the PETITIONER on loss of profit from the bundling business;

(3) Whereas, in respect of the grounds of claims filed by the PETITIONER calculating the loss of cash flow for the following 5 (five) years in the amount of IDR. 335,000,100,000.00 (three hundred thirty five billion Rupiah), the PANEL of Arbitrators considered as follows:

(i) given all consideration of the PANEL of Arbitrators in number 17.3 and number 17.4. The PANEL of Arbitrators may consider the claim for the potential cash flow of the PETITIONER for the following 5 (five) years:

(ii) given the previous consideration PANEL of Arbitrators in number (1) point (iii) and (2) The cash flow was only calculated using discounted cash flow on dividend for the following 5 (five) years at discount rate of 12.05% (twelve point zero five percent), therefore become in the amount of IDR. 57,046,969,846.00 (fifty seven billion forty six million nine hundred sixty nine thousand eight hundred forty six Rupiah).

17.6.10 Considering that in the Conclusion in the relief sought point 5. The PETITIONER also claimed the interest of 6 % (six percent) per year of IDR. 386,117,883,620.00 (three hundred eighty six billion one hundred seventeen million eight hundred eighty three thousand six hundred twenty Rupiah) and USD 450,000.00 (four hundred fifty thousand United States Dollar) referred to in 17.6.2. calculated upon announcement of Arbitration Award until paid in full. The claim for default interest was filed by the PETITIONER subject to article 1250 Civil Code stating:

"Any contract solely relating to payment of money, reimbursement of cost, Loss and interest is caused by delay, consist of interest prescribed by law without prejudicing the special laws.

Reimbursement of cost, loss and interest shall be paid without evidence of loss by the creditor.

Reimbursement of cost, loss and interest must be paid upon demand before the Court, except. the law declares same null and void."

17.6.11 Considering that the claim for Default Interest (Bunga Moratoir) above, the PANEL of Arbitrators has considered as follows:

a. considering the grounds of claim by the PETITIONER that PETITIONER has the right to claim default interest against the delay in fulfilling the obligation to pay the claim by the RESPONDENT to the PETITIONER subject to Article 1250 Civil Code;

b. considering that it is found that the Default interest is not within the in the relief sought in the Application of Arbitration but stated in the Conclusion, which is not permitted because the claim shall be stated in the Application of Arbitration:

c. considering that if the PETITIONER wished to state the claim in the conclusion, the claim must be identical to the claim stated in the Application of Arbitration as a reparation;

d. considering that different claim in the Conclusion as stated in the Application of Arbitration will cause the PANEL of Arbitrators not to be able to make further consideration on the claim for default interest.

17.6.12 Given the consideration above, the PANEL of Arbitrators cannot further consider the claim for Default Interest (Bunga Moratoir) as claimed by the PETITIONER.

17.7 HOW ABOUT THE RESPONSIBILITY OF PARTIES TO THE ADMINISTRATIVE SERVICES AND ABITRATOR OF THE CASE?

17.7.1 Given the consideration of Article 6 paragraph (1) BANI Rules Number: PER- 05/BANI/09/2016 on Arbitral Cost for Dispute Settlement dated 7 September 2016 ("BANI CostRegulation") stating:

" The amount of Administration and Arbitrator fee is calculated on the rate and minimum fee stated in Appendix 1 provided that if the disputed amount is not a claim for payment, the amount of dispute shall be determined on assumption by the Steering Board by taking into consideration the complexity of the case

Also considering the provisions of Article 6 paragraph (2) BANI Cost Rule which states:

"Prior to the appointment of Arbitrator, the Parties must have paid in full the payment of Administration & Arbitrator Fee to BANI in full and in advance of payment of expenses on a pro rata basis. If the Respondent does not agree to pay such cost, the PETITIONER shall pay same in advance so that Arbitration process can resume."

17.7.2 Considering the letters of BANI to the Parties relating to the Administration and Arbitrators Fee, letter No.: S- 120/BANI/adr/IV/2018 regardinq the Confirmation on Receipt of Invoice Payment No. 011 and 012 in case 010 dated 19 April 2018 proved that the PETITIONED has paid in full the Administration & Arbitrator fee, including deposit for the examination of the case in the amount of IDR, 3,445,755,000.00 (three billion four hundred forty five million seven hundred fifty five thousand Rupiah) half of which amounting to IDR.1,722,877,500.00 (one billion seven hundred twenty two million eight hundred seventy seven thousand five hundred Rupiah) is the bridging fund of the PETITIONER for the obligation of the RESPONDENT in respect of the cost subject to Article 6 paragraph (2) BANI Cost Rule.

17.7.3 Considering the provisions of Article 77 paragraph (2) of Law Number 30 year 1999 on Arbitration and Alternative Dispute Resolution ("Law 30/1999") stating:

"if ths claim is granted partly, the Arbitration Cost shal1 be proportionally paid to the parties." also considering the provisions subject to Article 6 paragraph (5) letter (b) BANI Cost Rule stating:

"(5) Sole arbitrator/PANEL of Arbitrators in the Arbitration Award must decide on whom the Administration & Arbitrator Fee shall be imposed:

(b) If the claim by the PETITIONER is partly granted, such fee shall be charged to the Parties inproportional sharing according to the Sole Arbitrator/PANEL of Arbitrators;"

In conjunction with Article 46 paragraph (3) letter (i) BANI Rules Number: KEP- 02/BANI/09/2016 on Arbitration Rules and Procedure dated 8 September 2016 ("BANIArbitration Rules and Procedure") stating:

"(3) Arbitration Award contains

(i) order including the execution period of Arbitration Award and obligations of Arbitral costs."

and given the legal consideration of PANEL of Arbitrators as described in number 17.6. above that the claim filed by the PETITIONER is partly granted. The Administration and arbitrators fee, including the deposit, totaled IDR. 3,445,755,000.00 (three billion four hundred forty five million seven hundred fifty five thousand Rupiah) shall be charged to the PARTIES on a pro rata basis respectively IDR. 1,722,877,500.00 (one billion seven hundred twenty two million eight hundred seventy seven thousand five hundred Rupiah).

17.7.4 Considering that PETITIONER has bridged part of Administration & arbitrator Fee as the obligation of the RESPONDENT the RESPONDENT, then RESPONDENT shall be required toreimburse such bridging cost to the PETITIONER in the amount of IDR.1,722,877,500.00 (one billion seven hundred twenty two million eight hundred seventy seven thousand five hundred Rupiah) and to ensure justice and fairness, reimbursement shall be paid by the RESPONDENT as immediate as possible no later than 30 (thirty) days after the announcement of this award. Thiswill be stated in the order of Arbitration Award including the payment period.

17.8 TO WHICH COURT, THE ARBITRAL AWARD WILL BEREGISTERED?

17.8.1 Considering the provisions of Article 59 paragraph (1) of Law Number 30 of 1999 on Arbitration and Alternative Dispute Resolution ("Law 30/1999") which states:

"No later than 30 (thirty) days upon announcement of the award, the original or authentic copy of the Arbitration Award shall be submitted and registered by the Arbitrator or its assigns with the Registrar of District Court."

In conjunction with Article 1 number 4 Law 30/1999 stating as follows:

"District Court means the District Court having jurisdiction covering the domicile of the Respondent."

and also considering the two provisions above as adopted into Article 50 paragraph (1) in conjunction with Article 1 paragraph (1) letter (z) of BANI Rules Number: KEP- 02/BANI/09/2016 on Arbitration Rules and Procedure dated 8 September 2016 ("BANIArbitration Rules and Procedures") and therefore the Arbitration Award must be registered with the District Court having jurisdiction over the domicile of the RESPONDENT.

17.8.2 Considering the persona standi in judicio in the Application of Arbitration, information on address of RESPONDENT is stated as fo1lows:

- Sentral Senayan III, Lantai 25. J1. Asia Afrika No. 8. Gelora Bung Karno - Senayan ; in conjunction with Article 11.1. letter (a) CSPA [filed by the PETITIONER as Exhibit P-4] stating the correspondence address of RESPONDENT:

- Sentral Senayan III. Lantai 25, JI. Asia Afrika No. 8. Gelora Bung Karno Senayan, Jakarta Pusat 10270:

also considering the facts in the hearing, there is no other Exhibit showing different address of the RESPONDENT, then it is proven that the RESPONDENT has address at Central Jakarta and therefore the District Courthaving jurisdiction covering the domicile of the RESPONDENT is the Central JakartaDistrict Court and therefore, Arbitration Award in this case will be registered with the said District Court.

17.8.3 Considering provisions Article 59 paragraph (1) Law 30/1999 that registration of Arbitration Award shall be made by the Arbitrators or its attorney end also considering the provisions as adopted in Article 50 paragraph (2) BANI Arbitration Rules and Procedure which states:

"Sole Arbitrator of the PANEL of Arbitrators may authorize the Secretary or personnel of the Secretariat to make such registration."

The PANEL of Arbitrators will order and authorize the Clerk of the Tribunal to register the Arbitration Award to the registrar's Office of Central Jakarta District Court within the period described in such article 59 paragraph of Law No 30/1999 of no later than 30 (thirty) days upon announcement of award.

17.8.4 Considering the provisions of Article 59 paragraph (5) Law 30/1999 which states:

"All costs related to certificate of registration shall be paid and borne by the parties "

and also considering provisions Article 8 HANI Rules Number: PER-05/BANI/09/2316 on Cost of Dispute Resolution dated 7 September 2016 ("BANI Cost Rule which states "

"Execution cost of Arbitration Award shall become the responsibility of the Parties subject to the applicable rules of the District Court at which the award will be registered and or executed."

in conjunction with Article 46 paragraph (3) letter (i) BANI Arbitration Rule and Procedure which states:

"13) Arbitration Award contains:

(1) order, including execution period of Arbitration Award and Arbitrator fee;"

therefore,the costs required for the registration and execution of Arbitral award shall be paid and borne by the PARTIES inaccordance with the applicable rules at the Central Jakarta District Court and such matter shall be set out by the PANEL of Arbitrators in its Award.

CONCLUSION

18.
Considering that the PANEL of Arbitrators has examined the applicable laws and regulations, BANT Rules, grounds of claims and exhibits and all descriptions and legal considerations above, the PANEL of Arbitrators concluded in its subject matter of the case as follows:

18.1 Conditional Shares Purchase Agreement dated 11 January 2017 (including appendices) by and between the Parties is valid and binding upon the PARTIES;

18.2 The RESPONDENT is proven to be in default of the Conditional Shares Purchase Agreement dated 11 January 2017 (including appendices);

18.3 PETITIONER is proven to have fulfilled its obligations under the Conditional Shares Purchase Agreement dated 11 January 2017 (including appendices);

18.4 Conditional Shares Purchase Agreement dated 11 January 2017 (including appendices) shall be terminated for the PARTIES;

18.5 Indemnity Claim filed by the PETITIONER against the PETITIONER may only be granted partly by the PANEL of Arbitrators;

18.6 Administration & Arbitrator Fee (including deposit) shall be paid by the PETITIONER and the RESPONDENT on a pro rata basis;

18.7 Arbitration Award will be registered with the Central Jakarta District Court at the cost and expense of the PARTIES.

ORDER OF AWARD

19.
CONSIDERING THE LEGAL CONSIDERATION ABOVE ALSO TAKING INTO ACCOUNT LAW NUMBER 30 YEAR 1999. BANI RULES AND OTHER APPLICABLE LAWS To THE SUBJECT MATTER OF THE CASE, THE PANEL OF ARBITRATORS DECIDED:

ADJUDICATE:

19.1 To grant the claim of the PETITIONER in part.

19.2 To declare the Conditional Share Purchase Agreement dated 11 January 2017 (and its appendices) is valid and binding upon the PARTIES.

19.3 To declare the RESPONDENT has conducted a default under the Conditional Shares Purchase Agreement dated 11 January 2017 (including its appendices).

19.4 To declare the Conditional Shares Purchase Agreement) dated 11 January 2017 (including appendices) by and between the Parties shall be null and void upon announcement dated of this Arbitral Award.

19.5 To require the RESPONDENT to pay an indemnity to the PETITIONER in cash and immediately, no later than 30 (thirty) days upon the announcement date of this Award, in the form of:

19.5.1 reimbursement of costs in the amount of IDR.14,756,313,620.00 (fourteen billion seven hundred fifty six million three hundred thirteen thousand six hundred twenty Rupiah) and USD 300,000.00 (three hundred thousand United States Dollar) no later than 30 days upon the announcement date of the Award:

19.5.2 refund of the Deposit and interest in the total of IDR. 36,636,243,750.00 (thirty six billion six hundred thirty six million two hundred forty three thousand seven hundred fifty Rupiah), no later than 3G (thirty) days upon the announcement date of the Award;

19.5.3 less of the cash flow for 5 (five) in the amount of IDR. 57,046,969,846.00 (fifty seven billion forty six million nine hundred sixty nine thousand eight hundred forty six Rupiah);

19.6 To require the Parties to bear and pay the Administration & Arbitrator Service Fee in the amount of IDR. 3,445,755,000.00 (three billion four hundred forty five million seven hundred fifty five thousand Rupiah) shall be borne by the PARTIES on a pro rata basis respectively IDR. 1,722,877,500.00 (one billion seven hundred twenty two million eight hundred seventy seven thousand five hundred Rupiah).

19.7 To require the RESPONDENT to reimburse the bridging fund for Administration & Arbitrator Service Fee to the PETITIONER in the amount of IDR.1,722,877,500.00 (one billion seven hundred twenty two million eight hundred seventy seven thousand five hundred Rupiah) no later than 30 (thirty) days upon the announcement date of this Award.

19.8 To dismiss the other and the rest of the Application of Arbitration filed by the PETITIONER.

19.9 To declare this Arbitration Award the first and final award and binding upon the PARTIES.

19.10 To require the PARTIES to comply with this Award.

19.11To order the Secretary of the Hearing as the attorney of the PANEL of Arbitrators to register the official copy of this award at Registrar's Office of Central Jakarta District Court in accordance with Article 59 of Law Number 30 of 1999 and at cost of the PARTIES.

Decided at the Hearing of the PANEL of Arbitrators in Jakarta, on Tuesday 1 May 2018, by us Dr. Ir. Anita Dewi AnggraeniKolopaking, S.H, M.H., FCBArb. as Chairman of PANEL of Arbitrators and Bacelius Ruru, S.H. LL.M and Titi NurmalaSiagian. S.H., M.H. respective as member of PANFL of Arbitrators announced at the hearing which was closed for public at the hearing room of BANI at Sovereign Plaza Lt X. Jalan T.B. Simatupang Number 36, Cilandak, South Jakarta on Friday dated 04 May 2018 at 09.30 Jakarta time by us the PANEL of Arbitrators being assisted by Mr. Tri Legono Yanuarachmadi.S.H and Mr. Anwar Hidayat. S.H as the Secretary of the Hearing, in the presence of the PETITIONER and Legal Attorney of the PETITIONER.

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