APPENDIX

Proposal Quotation Of Legal Services for

PT. TOYOTA MOTOR MANUFACTURING
INDONESIA

THE DESCRIPTION OF LEGAL SERVICES

The descriptions of legal services that we offer for PT. TOYOTA MOTOR MANUFACTURING
INDONESIA are as follow:

I. RETAINER

A. SCOPE OF WORKS

We will provide monthly legal retainer services based on the scope of works set out
below. In this matter, such legal services are related to legal corporate aspects of PT.
TOYOTA MOTOR MANUFACTURING INDONESIA’s daily activities, i.e.:

1. Legal Analyzing related to PT. TOYOTA MOTOR MANUFACTURING INDONESIA’s legal

documents such as Article of Association and its Amendments, Resolutions of
General Meeting of Shareholders and Resolutions of Extraordinary General Meeting
of Shareholders, Board of Directors or Board of Commissioners Decisions and other
PT. TOYOTA MOTOR MANUFACTURING INDONESIA’s legal daily operational and
management;

2. Legal Reviewing and/or issuing Legal Opinion, both verbal and/or written, upon legal
documents/contracts/agreements between PT. TOYOTA MOTOR
MANUFACTURING INDONESIA and the third party or for PT. TOYOTA MOTOR
MANUFACTURING INDONESIA’s internal interest (i.e. Labor Agreement or Company
Labor Regulations);

3. Legal consultation and/or issuing Legal Opinion, both verbal and/or written, upon PT.
TOYOTA MOTOR MANUFACTURING INDONESIA legal actions and/or corporate
matters;

4. Legal Reviewing and/or issuing Legal Opinion upon prevailing law and regulations of
the Government of Republic of Indonesia related to PT. TOYOTA MOTOR
MANUFACTURING INDONESIA’s legal entity and/or relating to PT. TOYOTA MOTOR
MANUFACTURING INDONESIA’s activities;

5. Issuing Letter of Demand for PT. TOYOTA MOTOR MANUFACTURING INDONESIA’s

interest;

6. Legal checking if there are any Legal Suits/Bankruptcy Applications, both for PT.
TOYOTA MOTOR MANUFACTURING INDONESIA or to the third party, that
registered at registrar office at District Court or Commercial Court (please note, we
would take this action while there is no conflict to the third party);

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 7. Issuing annual or incidental progress report upon legal actions that had submitted by
us on related corporate matters;

8. Meetings with p.i.c of PT. TOYOTA MOTOR MANUFACTURING INDONESIA when

requested by PT. TOYOTA MOTOR MANUFACTURING INDONESIA.

NOTE

- The Period of time of this type of cooperation is minimum 1 (one) year and
renewable;

B. FEE

1. Legal Fee:

IDR. 25.000.000,- (twenty five million of Indonesian Rupiah) on monthly basis for
20 (twenty) hours of legal service and IDR. 1.000.000,- (one million of Indonesian
Rupiah) on every excess hour;

2. Operational Fee and Out-of Pocket Expenses will be reimbursed by PT. TOYOTA
MOTOR MANUFACTURING INDONESIA, i.e:

- Notarial fee, accommodation and/or travels transportation, photocopies, fax

transmission, courier services, sworn translator, etc (if any);

- For accommodation and/or travels transportation out of Jakarta Depok

Tangerang Bekasi will be counted in the amount of IDR. 1.000.000,- (one million
of Indonesian Rupiah) per person per day, or pursuant to standard facility at PT.
TOYOTA MOTOR MANUFACTURING INDONESIA;

3. PT. TOYOTA MOTOR MANUFACTURING INDONESIA should settle the legal fee
and/or the out-of pocket expenses in the late of date of 10 (ten) each month;

4. PT. TOYOTA MOTOR MANUFACTURING INDONESIA shall bear the value added
taxes (VAT 10%) with respect to legal services rendered pursuant to the prevailing
tax regulations with respect to legal services rendered pursuant to the prevailing tax
regulations, and may withhold from the legal fees the prevailing withholding tax to
be paid to the tax office as advance payment of income tax of us, and further deliver
the receipt thereof to us promptly;

5. In the event that the monthly retainer of 20 hours is not fully utilized by PT.
TOYOTA MOTOR MANUFACTURING INDONESIA in any month, then unused
balance of hours shall be carried forward to the next month. The unused hours shall
rollover for up to a maximum 3 (three) months, after which unused hours shall
lapse.

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II. LUMP SUMP

A. Scope of Works

The legal services in this type of cooperation are related to legal aspects of PT. TOYOTA
MOTOR MANUFACTURING INDONESIA, i.e:

1. Company restructuring, merger, acquisition and consolidation project, Initial Public

Offering project, and other corporate actions; or,

2. Representing PT. TOYOTA MOTOR MANUFACTURING INDONESIA on litigation

procedures such as any Criminal Legal Suits/Bankruptcy Applications/Debt
Moratoriums, both for PT. TOYOTA MOTOR MANUFACTURING INDONESIA or to
the third party, if any, that registered at registrar office before all courts in Republic
of Indonesia jurisdiction (please be noted, we would take this action while there is
no conflict of interest between us to the third party). However, the retainer shall
include legal counseling and advice during the initial stages of the litigation or
during pre-litigation stage, such as providing preliminary analysis of the dispute to
PT. TOYOTA MOTOR MANUFACTURING INDONESIA or issuing letters to
counterparts; or

3. Other services agreed by both parties.

B. LEGAL FEE

1. Professional/handling fee for Litigation Case:

Description Amount (IDR)

Accompaniment in investigation level at police and/or public 75.000.000
prosecutor office
Settlement regarding labor dispute in Industrial Relation Court 50.000.000
(first degree trial)
First degree trial in District Court 100.000.000
Appeal degree trial in High Court 50.000.000
Cassation or Reconsideration in Supreme Court 50.000.000
Bankruptcy Application at Commercial Court 150.000.000
Trial in BANI (Arbitration in Indonesia) 250.000.000
Legal review for 400 agreements between PT. TOYOTA MOTOR @1.000.000
MANUFACTURING INDONESIA and its distributor and/or third
parties
Other services TBA

2. Operational Fee / Out-of Pocket Expenses will be reimbursed by PT. Sinotech

Engineering Indonesia., i.e:

- Notarial fee, accommodation and/or travels transportation, photocopies, fax

transmission, courier services, etc (if any);
- For accommodation and/or travels transportation out of Jakarta Depok
Tangerang Bekasi and Cikarang per person per day is in the amount of IDR.

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 1.000.000,- (one million of Indonesian Rupiah) and for managing partner is in the
amount of IDR. 1.500.000,- (one million and five hundred thousand of Indonesian
Rupiah);

4. PT. TOYOTA MOTOR MANUFACTURING INDONESIA should settle the legal fee
and/or the out-of pocket expenses in the late of date of 10 (ten) each month;

5. PT. TOYOTA MOTOR MANUFACTURING INDONESIA shall bear the value added
taxes (VAT 10%) with respect to legal services rendered pursuant to the prevailing
tax regulations with respect to legal services rendered pursuant to the prevailing tax
regulations, and may withhold from the legal fees the prevailing withholding tax to
be paid to the tax office as advance payment of income tax of us, and further deliver
the receipt thereof to us promptly.

5. Success Fee
We have rights to obtain success fee from any civil suits or from PT. TOYOTA
MOTOR MANUFACTURING INDONESIA’s gain, if any, with the calculation in the
average 15% (fifteen percent) to 20% (twenty percent) of collectable value, subject
to final agreement between the parties on the agreed success fee applicable for
each case.

Thankyou for your attention. Should you have any queries, please do not hesitate to contact us.

Sincerely,

ILAAS (INDONESIA LEGAL AID AND STUDIES)

LAW FIRM SYAMSU DJALAL - BOYKE PRIYO UTOMO & REKAN

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