On 24 June 2026, PT Kustodian Sentral Efek Indonesia (“KSEI”) issued KSEI Regulation No. XI-D1, which became effective on the same date. The regulation establishes procedures for conducting General Meetings of Bondholders (Rapat Umum Pemegang Obligasi or “RUPO”) and General Meetings of Sukuk Holders (Rapat Umum Pemegang Sukuk or “RUPSu”) electronically through teleconference, video conference, or other electronic media, with voting administered through the Electronic General Meeting System KSEI (“eASY.KSEI”).
KSEI Regulation No. XI-D forms part of KSEI’s implementation of OJK Regulation No. 14 of 20252, which requires electronic meeting system providers to establish operational procedures for electronic shareholder, bondholder, and sukukholder meetings.
Under the general provisions, the Issuer3 must ensure that each electronic RUPO or RUPSu (each, an “Electronic Meeting”), whether convened by the Issuer or the Trustee4, is conducted in accordance with the relevant trustee agreement, applicable laws and regulations, and KSEI regulations. KSEI assumes no responsibility for an Electronic Meeting conducted in breach of those requirements.
Where an Electronic Meeting is convened by the Trustee through eASY.KSEI, the Issuer remains responsible for the costs of convening the meeting. Electronic Meetings involving voting through eASY.KSEI must also comply with KSEI Regulation No. XI-C5, except to the extent specifically regulated under KSEI Regulation No. XI-D. Further implementation details will be set out in the eASY.KSEI user guidelines issued by KSEI from time to time and, where applicable, KSEI circular letters.
Bondholders and sukukholders (collectively, the “Holders”) may attend an Electronic Meeting provided that they satisfy the requirements prescribed by KSEI as the provider of eASY.KSEI, having regard to applicable laws and regulations and KSEI regulations. In particular:
- a Holder who submits an electronic attendance declaration, together with a voting choice for at least one agenda item, through eASY.KSEI no later than one Business Day before the meeting date will be deemed validly present without being required to re-register on the meeting date;
- a Holder who has not completed that process by the deadline may still register electronically through eASY.KSEI during the re-registration period on the meeting date and may cast votes electronically or in person before voting closes for the relevant agenda item;
- a proxy appointed by a Holder through eASY.KSEI, together with a voting choice for at least one agenda item, will likewise be deemed validly present without re-registration, except where the proxy is a KSEI Participant, namely a securities company or custodian bank, which must electronically re-register before the re-registration period closes;
- Holders attending electronically or appointing proxies through eASY.KSEI remain responsible for the proper use of their access rights, including the exercise of voting rights and the appointment of proxies; and
- where a Holder or proxy has declared or registered electronic attendance but subsequently attends the meeting in person, the Issuer or Trustee must cancel the electronic attendance record in eASY.KSEI.
For each Electronic Meeting, the Issuer must use the audio, visual, audio-visual, or other services provided through eASY.KSEI to enable participants to see, hear, and participate directly in the meeting, including by submitting questions or opinions. The Issuer must also establish rules of procedure addressing the mechanism for submitting questions and opinions, and must make the agenda materials and rules of procedure available through eASY.KSEI before the meeting begins.
The Issuer is responsible for its use of those services and may determine, subject to applicable laws and regulations, that questions or opinions submitted through the services will not be included in the document used as the basis for preparing the meeting minutes. Where an Electronic Meeting is convened by the Trustee, these obligations also apply to the Trustee.
The available voting choices are to approve, reject, or abstain. Where a Holder owns more than one series of bonds or sukuk, one vote will be counted for each series held. Votes may be submitted through eASY.KSEI from the issuance of the meeting notice until voting closes for the relevant agenda item.
A Holder that has declared its electronic attendance and cast its vote before the meeting may change or revoke that vote through eASY.KSEI until the chairperson closes voting on the relevant agenda item. Different requirements apply where voting instructions have been submitted through a proxy: the proxy may change or revoke those instructions only up to one Business Day before the meeting and only pursuant to instructions from the relevant Holder.
In the decision-making process, abstentions and the votes of Holders that are present but do not exercise their voting rights are treated as votes cast in the same manner as the majority of votes other than abstentions. An agenda item is approved where the approving votes satisfy the applicable decision-making quorum under the trustee agreement and applicable laws and regulations, and is rejected where that quorum is not satisfied.
KSEI Regulation No. XI-D also restricts voting rights attached to bonds or sukuk owned by the Issuer or its affiliates. Such bonds or sukuk carry no voting rights and are excluded from the attendance quorum and vote count. These restrictions do not apply where the affiliation arises from government ownership or capital participation in accordance with applicable laws and regulations.
Where discussion of an agenda item is cancelled because the applicable attendance quorum and/or decision-making quorum has not been satisfied, votes previously submitted for that agenda item become void. In particular, where the attendance quorum is not met, the Issuer may not adopt or report a resolution on that agenda item but may continue with the remaining agenda items.
If the vote count generated through eASY.KSEI differs from the Issuer’s vote count, the Issuer must follow the mechanism and procedures prescribed by KSEI. Where the Electronic Meeting is convened by the Trustee, the relevant requirements also apply to the Trustee.
With the issuance of KSEI Regulation No. XI-D, KSEI has formalized a detailed operational framework for electronic attendance and voting in RUPO and RUPSu through eASY.KSEI. Effective implementation will require close coordination among Issuers, Trustees, notaries, corporate secretaries, and relevant system administrators, supported by the eASY.KSEI user guidelines and, where applicable, further KSEI circular letters.
Regulatory references and terms:
1KSEI Regulation No. XI-D on the Procedures for the Implementation of General Meetings of Bondholders and/or Sukuk Holders Conducted Electronically Accompanied by Voting through the Electronic General Meeting System KSEI (eASY.KSEI) (Attachment to the Decree of the Board of Directors of KSEI No. KEP-0036/DIR/KSEI/0626 dated 24 June 2026).
2OJK Regulation No. 14 of 2025 on the Electronic Implementation of General Meetings of Shareholders, General Meetings of Bondholders, and General Meetings of Sukukholders.
3Issuer refers to a securities issuer (Penerbit Efek), i.e., a legal entity, Collective Investment Contract, or other party whose Securities are registered with KSEI in accordance with the provisions of the Laws and Regulations in the Capital Markets sector.
4Trustee refers to a trustee (Wali Amanat), i.e., the party representing the interests of holders of debt Securities and/or sukuk as regulated in the Financial Services Authority Regulation concerning the Implementation of General Meetings of Shareholders, General Meetings of Bondholders, and General Meetings of Sukuk Holders Conducted Electronically.
5KSEI Regulation No. XI-C on the Procedures for the Convening of General Meetings of Bondholders and/or Sukuk Holders Accompanied by the Granting of Proxy through the Electronic General Meeting System KSEI (eASY.KSEI) (Attachment to the Decree of the Board of Directors of KSEI No. KEP-0035/DIR/KSEI/0626 dated 24 June 2026).