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The Equity Repurchase Agreement is a crucial document used when an Indonesian company seeks to repurchase its own shares from existing shareholders. This transaction type is governed by Law No. 40 of 2007 on Limited Liability Companies and, for public companies, OJK Regulation No. 30/POJK.04/2017. Companies typically utilize this agreement during strategic corporate actions such as capital restructuring, share price stabilization, or treasury stock creation. The document must address specific Indonesian regulatory requirements, including maximum buyback limits of 10% of paid-up capital for private companies and compliance with OJK notification procedures. It includes detailed provisions on pricing mechanisms, which must be based on fair market value, and completion procedures that align with Indonesian corporate law requirements.

1. Parties: Identification of the company conducting the buyback and the selling shareholder(s)

2. Background: Context of the share repurchase, including relevant corporate authorizations and regulatory compliance

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core agreement to sell and purchase the shares, including the number and class of shares

5. Purchase Price: Agreed price per share and total consideration, including any price adjustment mechanisms

6. Payment Terms: Method and timing of payment, including any escrow arrangements

7. Conditions Precedent: Conditions that must be satisfied before completion, including regulatory approvals

8. Completion: Mechanics and timing of completion, including required actions and deliverables

9. Seller's Representations and Warranties: Warranties regarding share ownership, authority to sell, and absence of encumbrances

10. Company's Representations and Warranties: Warranties regarding corporate authority, financial condition, and regulatory compliance

11. Tax Provisions: Allocation of responsibility for taxes arising from the transaction

12. Confidentiality: Obligations to maintain confidentiality of the transaction and related information

13. Notices: Process for giving formal notices under the agreement

14. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms

15. General Provisions: Standard boilerplate provisions including amendments, waivers, and severability