KARNA PARTNERSHIP Legal Solutions and Compliance

FIRM PROFILE KARNA PARTNERSHIP Firm Profile 1 Legal Solutions and Compliance

2 KARNA PARTNERSHIP Firm Profile KARNA PARTNERSHIP Firm Profile 3 THE I FIRM About us

1 KARNA PARTNERSHIP Firm Profile KARNA PARTNERSHIP Firm Profile 2 THE FIRM About us

KARNA is an Indonesian law firm focusing on corporate and commercial law. We provide sophisticated legal counsel to entities of any size, in any stage of development, from burgeoning start-ups to large blue-chip companies.

Our combined expertise from top-tier firms and in-house legal counsel has helped us understand the practical necessity of legal and business strategy alignment.

KARNA aims to go beyond providing legal solutions and compliance by helping our clients craft powerful strategic ideas that are supported by strong legal foundations to achieve their business goal.

We take our time to understand each and every one of our client’s problems and needs before creating customized solutions that are relevant to the industry environment and trends.

Here at KARNA, we help our clients gain, retain and sustain their business.

KARNA’s main practices include: General Corporate and Commercial; Mergers and Acquisitions (M&A); Company Restructuring; Capital Markets; Venture Capital/Private Equity Deals; Digital Economy and Emerging Growth Businesses; Content and Entertainment; and Commercial Dispute Resolution.

3 KARNA PARTNERSHIP Firm Profile KARNA PARTNERSHIP Firm Profile 4 II THE TEAM

5 KARNA PARTNERSHIP Firm Profile KARNA PARTNERSHIP Firm Profile 6 Alvin has been practicing corporate law since Notable Representative Experience: Alvin Saptamandra Suryohadiprojo 2013 with various working experiences of Represented InvestIdea in every deals performed. lawyering at SSEK, a prominent and first-tier Deal sourcing and investment management of Investidea’s portfolios. S.H., LL.M. corporate law firm in , in-house at Assisted Gojek for data protection legal matters, content Partner (Co-Founder) Gojek, and investment analyst at InvestIdea business (movie production, OTT platform, and event), information and technology contract management, Ventures, a venture capital firm. These multi- intellectual property legal matters, and Go-Life business. sectors background enable him to have holistic Shares acquisition in Bank Saudara by Korean Woori legal approaches to business issues, breaking Bank valued at US$ 60 million. down complexities that the clients are facing Acted for Siam Cement Group for shares acquisition of an Indonesian manufacturer of paper and box containers and counseling them toward practical and valued at US$ 12.4 million.

innovative solutions. His area of expertise Acted for Cargill in the acquisition of 50,000 Hectares includes mergers & acquisitions, private planation owned by palm oil producer PT Poliplant Sejahtera, one of the largest plantation acquisitions in equity/venture capital investments, digital Indonesia.

economy and general corporate & commercial Acted for Mandala Energy in the acquisition of transactions. participating interest in the Lemang Production Sharing Contract (PSC) from Ramba Energy valued at US$ 179.6 million.

In addition to his resume, Alvin also took time Assisted Mundipharma Group in restructuring the manufacturing and distribution structures of its Betadine to explore his passion for business matters products in Indonesia. through participation in a one-year business Assisted a client in the defense of a major criminal case and law course held by Wharton Business in Indonesia on child abuse. School during his master of law study in

University of Pennsylvania. Education: University of Pennsylvania, Master of Law (LL.M) Universitas Padjadjaran, Bachelor of Law (S.H.)

Bar Admission: Indonesian Bar Association (PERADI) in 2015

KARNA PARTNERSHIP Firm Profile 8 Rizki began practicing law professionally in Notable Representative Experience: Rizki Dwianda Rildo 2011 at Makes & Partners, and held a Senior Represented several companies with regard to initial public offering (IPO) and MTN issuance plans and its S.H., M.H., LL.M. Associate position at Hanafiah Ponggawa implementations. & Partners (a member of Dentons Global Represented a mining company group in relation to Network) before co-founding KARNA. the acquisition of a public company by way of in-kind Partner (Co-Founder) contribution in a Rights Issue process.

Represented a client for the acquisition of majority of Apart from his contributions in the corporate shares of a public company as well as in the process of Mandatory Tender Offer (MTO). landscape, Rizki also enjoys the opportunity Represented PT Jasa Marga (Persero), Tbk., for its to share his knowledge and experience in Rights Issue and sale of its securitized assets (assets trainings and seminars. His endless pursuit of securitization). the law is also displayed by his participation Represented PT Bahana TCW Investment for the establishment of a collective investment contract in several professional tests, including Capital (Kontrak Investasi Kolektif/KIK), for the purchase of Markets Advocate Association (Himpunan securitized assets from PT Bank Bukopin Tbk. Konsultan Hukum Pasar Modal/HKHPM) Represented a client, with regard to the acquisition of an asset management company by UOB Asset Underwriter Representative (Wakil Penjamin Management Ltd.

Emisi Efek/WPEE) and Broker-Dealer Represented a client to obtain a remittance license for Representative (Wakil Perantara Perdagangan their business from Indonesian Central Bank (Bank Indonesia). Efek/WPPE) exams. Represented a client for the sale of EmasDigi (now: Pluang) to GO-Ventures. His works include, but were not limited to, capital markets transactions and compliance, Education: University of Washington, Master of Law (LL.M) start-up and financial technology related Universitas Indonesia, Masters of Law (M.H.) licensing and transactions, general corporate Universitas Indonesia, Bachelor of Law (S.H.) matters and acquisitions. Bar Admission: Indonesian Bar Association (PERADI) in 2016

KARNA PARTNERSHIP Firm Profile 10 Aditya is an active listener with a unique Notable Representative Experience: Aditya Bagus Anggariady S.H. ability of simplifying compliance to his clients. Represented PT CGS-CIMB Sekuritas Indonesia in relation to dispute settlement regarding forced sale of Partner (Co-Founder) His interest in people has not only built him shares against its client in Badan Arbitrase Indonesia an extensive network of contacts, but was (BANI). the underlying catalyst of founding KARNA. Represented PT Putra Rahaditya Dewata in dispute settlement case with Levi Strauss Indonesia (Levi’s). Deeply invested in every relationship, Aditya Represented PT Aero Wisata, the subsidiary of Garuda never fails to fight for his clients with a fierce Indonesia Group, in employment litigation case. commitment. Assisted PT Hollywood Nusantara Investama for the production of Foxtrot Six the Movie.

Represented PT Telekomunikasi Indonesia Tbk in the With a personal passion for the aviation acquisition of PT Administrasi Medika.

industry, he began his career as attorney and Assisted Asia Rock Energy Group Ltd in in-house counsel for PT Indonesia AirAsia. coal & mining project. He later diversified his experience by joining Represented PT Green Asia Food Indonesia in various legal issues. a boutique firm specializing in corporate and Part of PT Indonesia AirAsia in-house legal team on the investments matters in . acquisition of PT Rimau Multi Putra Pratama Tbk (now: PT Indonesia Air Asia Tbk) by Air Asia Group.

Since joining the Firm, he has been involved Education: in transactions relating to corporate and Universitas Pelita Harapan, Bachelor of Law (S.H.)

commercial practices, acquisitions, corporate Bar Admission: restructuring, construction & infrastructure, Indonesian Bar Association (PERADI) in 2016 information technology, mining, employment and commercial dispute resolutions.

KARNA PARTNERSHIP Firm Profile 12 Adi joins KARNA from two of the “Big Four” Notable Representative Experience: Petrus Hadi Satria Bapa consulting firms, and specializes in balancing Assisted in the formation of a Long-Term Business Plan (2019 – 2024) for a State-Owned Airport Operator. business opportunity with efficiency. He has B. Bus., M. Bus & Com. Advised a State-Owned Airport Operator on a Tender been engaging in advisory deals for almost 5 to select a Strategic Partner to enhance their Non- Advisor years where he had the chance to work in some Aeronautical businesses in airport terminals. Transaction Advisor for a State-Owned Power Company of the biggest names in the industry such as on a Tender to select a Strategic Partner for a Coal Fired PwC and KPMG. Power Plant.

Conducted a Performance Appraisal Report for submission to Otoritas Jasa Keuangan for a Toll Road His appetite for the finance market also Construction project that is funded with a Reksa Dana briefly led him to work as a Corporate Banker Penempatan Terbatas (RDPT) scheme. in Bank Mandiri where he honed his skill of Worked together with various professional services in the development of a Feasibility Study for a Waste-to-Energy identifying bankable companies. This added to Power Plant using a Public Private Partnership scheme.

his expertise in business strategy and financial Conducted a full-blown financial model review for a engineering, which also includes corporate lending bank to evaluate the bankability of a Mini-Hydro Power Plant. restructuring, Conducted an assessment of various Holding company structure alternatives for a group of State-Owned Port With his experience and deep passion for companies. formulating strategies, Adi aims to assist Education: organizations in making informed business- Monash University, Master of Business & Commerce Monash University, Bachelor of Business minded decisions that are aligned to their strategy.

KARNA PARTNERSHIP Firm Profile 14 OUR III SER- VICES

15 KARNA PARTNERSHIP Firm Profile KARNA PARTNERSHIP Firm Profile 16 OUR SERVICES

General Corporate M&A Company Restructuring Capital Markets and Commercials

Running a company appropriately means that the management In M&A transactions, we are not limited to certain industries. Development in the business sometimes requires companies to Capital Markets have become an alternative of fund-raising, shall make sure that its corporate legal documentations are Our experienced lawyers would be able to assist our clients with adapt their structure to be compatible with the plan. Commonly, besides financing from financial institutions, and a platform to handled properly, whether in any business activities or corporate end-to-end legal assistances throughout the deal, from the companies intend to expand by adding new line of business purchase, sell or divest one’s assets. actions. A company must be equipped with proper licenses preparation of term sheet, conducting extensive due-diligence which completely unrelated to their initial business. Other to conduct its business. In addition to having good corporate process, and preparation of transaction documents (conditional instance, new investor coming in and requesting the companies Since the Indonesian authorities encourage the increase governance, this would enable the company to prepare itself sale and purchase agreements, sale and purchase agreements, to have a consolidated structure or even to dispose some of their of activities in capital markets, for instance, to have more when dealing with potential financiers (e.g. banks or other etc.). Including in that process, assisting the clients through business. In order to have proper governance, a change to the companies listed in the Indonesian Stock Exchange (IDX) and financial institutions) or investors, who will pay much attention negotiation phase until the fulfillment of post-closing conditions current structure is required to be conducted. Indonesian citizens to invest in capital markets, the industry to the company’s corporate documents to, among others, assess with high attention to legal compliance aspects, as different offers vast opportunities to business stakeholders. their risk of being involved with the intended company. companies and industries varied in legal requirements and We advise this type of clients with company restructuring plan compliance. and proper execution measure to make sure the plan is well Our role is to support clients in, among others, Equity offerings In an effort to ensure the corporate documents are in place, implemented. (IPOs and Rights Issue), Debt Offerings, Securitization, Sale especially during and following a corporate action, we offer our and Purchase of shares in a public company, Tender Offer, and assistance to help our clients with general corporate matters, providing legal and regulatory compliance such as corporate including, among others, conducting a general meeting of secretarial works. shareholders or preparing a circular resolution of shareholders for the increase of capital, change of shareholders, or appointment of management members (Directors or Commissioners) in a company.

Moreover, with our legal experience and knowledge, as well as thorough assessment to the business, we are ready to help our clients by preparing proper legal arrangement with their business counterparts and securing our clients’ interest.

17 KARNA PARTNERSHIP Firm Profile KARNA PARTNERSHIP Firm Profile 18 OUR SERVICES

Digital Economy Venture Capital and Content and Commercial and Emerging Private Equity Deals Entertainment Dispute Resolution Growth Businesses

We are experienced in representing Venture Capital (VC) We acknowledge the vast development of digital economy and Content and entertainment business has been a big industry Our dispute resolution team focuses on achieving our clients’ and Private Equity (PE) from arranging structure (onshore emerging growth businesses. The use of technology has become with involvement of huge dollars amount since its first inception, commercial objectives within the boundaries of the law. We and offshore) to assisting the deal, both acquiring or selling fundamental in people’s life given the disruption aspect currently even more with the introduction of some new provide legal, commercial and strategic advice on wide range of portfolios. it may offer. business models. Now the business players are facing the so- business disputes. We help our clients in both civil and criminal called content war, resulting from the establishment of various dispute as well as other litigation matters before Indonesian As we understand that the regulatory framework of VC/PEs in We assist companies engaging in digital economy and emerging movies, videos and music distribution channels in any forms. courts, including contractual and shareholders’ disputes, general Indonesia is still semi unregulated (the regulation is there, but growth businesses to be in the right legal track. We help clients Perfect competition translates to proper legal requirement and commercial litigation, and commercial arbitration. not well practicable), we intend to deliver practical and creative finding solution to balance their agile developments and compliance. solutions to our VC/PE clients. In best possible way, we also try compliance to applicable laws. Legal should not prevent the In order to help settling business disputes as quickly and cost- to help our client to be aware of any potential legal risks should companies to grow, in other side high speed growth companies We have plenty experiences assissting content and entertainment effectively as possible, our value proposition is to offer practical, there is any major change in the industry. should not put legal aspect behind. companies from preparing legal paperworks for movie commercially-focused, solutions production, consisting of agreement with investors, vendors, Our firm services include, among others, connecting with Our type of clients in this industry include any tech companies talents, distribution platform, etc., assisting the establishment of offshore VC/PE fund structure (fund administrator and fund (B2B, B2C, B2B2C, O2O, etc.), financial technology (P2P Lending, an OTT platform and also their compliance to the applicable laws legal), structuring plan, deal plan (balance sheet investment, fund money remittance, payment gateway, credit-scoring, etc.), and and regulations. investment, LBO, MBO, etc.), and preparation of deal documents even also e-sport companies. (convertible loan, joint venture agreement, shares sale and purchase, shares subscription arrangements, etc.).

19 KARNA PARTNERSHIP Firm Profile KARNA PARTNERSHIP Firm Profile 20 OUR CLIENTS

21 KARNA PARTNERSHIP Firm Profile KARNA PARTNERSHIP Firm Profile 22 CONTACT US

[email protected]