oa) Moores Rowland 19" January 2018 ‘Our Ref: NOO0.0000/190118/MN Gsk Menara Standard Chartered 35th floor, JI. Prof. Dr. Satrio No. 164, Jakarta 12930, Indonesia Atter Ibu Laura Ervina Sourcing Group Manager Proposal for the Provision of Payroll and Article 24 Tax Administration Services We are pleased to submit this proposal setting out the terms on which we would render payroll and tax administration services to your Company. About Moores Rowland Indonesia PT. Moores Rowland Indonesia (“MRI”) was established in Jakarta, Indonesia in 1991 to provide consultancy and legal corporate advisory services to companies in Indonesia. Since then, the Company has grown to be one of the top audit, outsourcing, payroll, tax, legal and advisory services providers in Indonesia. We have two offices, in Jakarta and Bali with 400 highly skilled and dedicated professionals, serving a wide range and multi- sector clients consisting of large Indonesian companies, SMEs and Subsidiaries of large International Groups, NGOs, Government Organisations, Bilateral and Multilateral Aid Agencies, Moores Rowland is also a member of Praxity AISBL, the world's largest Alliance of independent and unaffiliated audit and consultancy companies. Recognizing the support arising from globalization we are able to recommend renowned companies in significant countries. Our contacts to these Praxity participating firms enable our clients to gain professional support in their transnational activities from a single source. About Praxity Global Alliance Praxity is the world’s biggest alliance of independent accountancy and consulting firms and its 7th largest accounting association**. A not-for-profit association, Praxity facilitates the sharing of expertise among its participant firms around the world. Each participant firm hand-picks expert advisers from more than 40,000 professionals in over 100 countries. These expert advisers work together seamlessly in multidiscip! 11, Ssingamangera No, 26- akrta Selatan 12120- Indonesia Tels e6221 1202008 Fan: 62 7 720 2606- wivw moorestomland coma) Moores Rowland teams across international borders to meet every client's need. Praxity participant firms have a combined turnover of US$4.75 billion. Collectively, they have achieved ten years of continuous growth. ** International Accounting Bulletin World Table 2017, excluding correspondents and non-exclusive participant firms. Praxity AISBL is organized as an international not-for-profit entity under Belgium law. Praxity has its administrative office in Epsom, UK, which is operated under Praxity - Global Alliance Limited (company number: 07873027), a not-for-profit company registered in England and Wales. Praxity does not practice the profession of public accountancy or provide audit, tax, consulting or other professional services. Services are delivered by the participant firms, which are independent separate legal entities. Praxity is nota ‘network’ within the meaning of the IESBA Code of Ethics. Besides being part of Praxity Alliance, Moores Rowland Indonesia also taken the initiative to partner with Marcus Partners - one of the more reputable law firms in Indonesia. Marcus Partners has recently formed operational links with Honmachi International Law Office, a Japanese law firm in Osaka, Japan. Marccus Partners can assist and advise you in specific areas in which they excel, notably corporate law, mergers & acquisition, banking & finance, real estate, restructuring & insolvency, labor & pensions and litigation & arbitration. Moores Rowland Indonesi 's Professional Services With 400 professional employees with various backgrounds such as accountants, lawyers, engineers, tax experts, researchers, technicians and others. Our professionals are dedicated to help clients maximize their business potential by providing an array of services that deliver measurable value essential to effective business solutions in many different areas as such © Audit (Registered Public Accountants) © Tax Advice, Compliance and IT © Outsourcing Services including Accounting & Payroll © Corporate Finance, Restructuring, Merger and Acquisitions Advisory, Valuations, Due Diligence © Socio - Economic Research, Impact Analysis, Community © Development Studies, Customer Satisfaction Research, Supra-National Projects, Regional Master & Business Plans ‘* Human Resources Consulting, Executive Search, Employee ‘© Compensation & Benefit Planning © Legal and Business Establishment, BKPM Licensing (Law Firm Mabel & Associates) © Procurement Audit and Capacity Buildinga i’ Moores Rowland Objectives The objectives of the assignment are to outsource the payroll and tax administration to allow the personnel department to concentrate on more valuable personnel management functions. This outsourcing will improve the efficiency of the department and facilitate the payroll and tax administration process in order to meet the payroll payment timing and tax compliance. In addition, it will also eliminate the hassle and effort to maintain internal payroll software which needs to be maintained regularly especially the regulatory tax formulae. SCOPE OF ENGAGEMENT Our tasks would be to perform the following functions related to the administration of the payroll: At the initial/Preparation Stage * Review and understand the Company's compensation system in order to set up a proper payroll computation system; * Establish payroll procedures and timeline to be agreed upon by the Company and us; * Set up payroll master data which are essential for payroll computation in our payroll system; and * Collect and review data and other supporting documents regarding salary including termination compensation, overtime, allowances and other benefits-in-kind (if applicable). © Perform actual payroll calculation from the beginning of the fiscal year up to the current month before the commencement of the payroll services (if applicable). * Perform monthly tax reconciliation from the beginning of the fiscal year up to the current month commencement of the payroll services (if applicable) and. «If the reconciliation has any differences, we will inform the Company and advice on the best solution or identification of differences. Monthly Services * Perform calculation of salary and allowances to be paid; ‘© Perform calculation of salary deductions; * Handle, prepare and arrange payment and reporting of BPJS Ketenagakerjaan and submit monthly returns; * Handle, prepare and arrange and reporting of BPJS Kesehatan (Health) and submit monthly returns; © Handle, prepare and arrange monthly payment of Article 21 tax and submit monthly~® Moores Rowland returns; © Prepare and distribute carbonized pay slips for each employee; and © Prepare related management reporting related to payroll and accounting journal. Annual Services © Preparation and filing of the year end (December) employee income tax return {Article 21) which includes monthly reconciliation of the tax base of the employee income tax figure and payment processing of any underpayment tax liability; and. * Proof of income tax withholdings and annual income earned issuance for alll the employees known as Form 1721 41; Our Deliverables for Monthly Payroll Services would be as follows:- Monthly Services ‘* Summary of salary, overtime, allowance, other benefits-in-kind, Article 21 income tax and bank transfer slips; ‘+ Report of overtime calculation (if applicable); Payroll slips for each individuals; Monthly employee tax (Art. 21) including report submission and payment to the Tax Office; * BPIS Ketenagakerjaan including report submission and payment to the authority; * BPJS Kesehatan (Health) including report submission and payment to the authority; and ‘* Any other management reporting related to payroll (to be identified). Annual Services = Year end (December) employee income tax return (SPT) including the 1721-A1 forms for each employee PROFESSIONAL FEE There are 3 categories to our professional fees namely :- © One time Professional Fees — to be paid only once at the start of the assignment for setup purposes © Monthly Recurring Professional Fees — this is the professional fees for the monthly payroll outsourcing services. © Annual Fee - — this is the professional fees for the annual finalization of Art 21 tax return and issuance of 1721A1 form for the employees Please find below the breakdown of the professional fees aMoores Rowland Year One : April 2018 to December 2018 Setup of master payroll, monthly payroll, reconciliation of monthly Art 21, BPS 1 | Initial Set up 3 Health and PIS for the period January 16,666,667 | 50,000,000 | 2918 to March 2018 2. | Recon end year 1 | 55,000,000 | 20,000,000 | Ol! annual reconciliation 3. | Print SPT 1721 AL 9 | 65,000 61,685,000 _| Including finalization of tax report 1721 | With the assumption of headcount 949° employees with 9 monthly payroll run remaining for 2018 as outsource startin | [Eaysolloutsourre | 29,647,680 | 266,829,120 | April 2018. Any special run outside of the above monthly payroll run will be charged separately (if any) | Reconciliation per 7 month 3,000,000 _| 27,000,000 Advise only related to payroll related € | Bea Tak consut % | 2,000,000 | 18,000,000 | employee income tax Article 21 ae To be located at client's premise - costing Inpiant Employee- 7 | Report 10 | 16,900,000 | 168,000,000 | £9" 9 months Plus THR with fotal 10 TT be localed at dients premise - costing Inpiant Employee- ae 10 | 16 900,000 | 169,000,000 | f° 9 months plus THR with total 10 edesi months Only on scheduled dates (if required and el apanager: | 16,900,000 | 152,100,000 | scheduled in advance)ro) Moores Rowland - Year Two: January 2019 to December 2019 CE eae Sea Initial Set Up Not applicable 2 | Recon end year 1 36,000,000 | 20,000,000 | O¥eral annual reconciation 3 | Print SPT 1721 At 949 | 65.000 | 61,688,000 _| "eluding finalization of tax report 1721 With the assumption of headcount 949, employees with 12 monthly payroll un for 2019 start January to December. Any 4 | Payroll outsource 12 | 39,647,680 | 355,772,160 | special run outside of the above monthly payroll run will be charged separately (if any) 5 | Reconciliation per 2 month : 3,000,000 _| 36,000,000 _| - ‘Advise only related to payroll related Sa retorts 12 | 2,000,000 _| 24,000,000 _| employee income tax Article 21 “To be located at client's premise - costing Inplant Employee- 2 13 | 6,200,000 | 236,600,000 | fF 12 months plus THR with total 13 months “To be located at clients premise - costing Inplant Employee- 8 | Helpdesk 15 | 18,200,000 | 236,600,000 | f0F 1% months plus THR with total 13 | Only on scheduled dates (if required and 8 | HE Manso 12 | 18,200,000 _| 218,400,000 | scheduled in advance) The above-mentioned professional fees are subject to annual review. The professional fees are not inclusive of 10% VAT in accordance with Indonesian tax regulations. You are also obliged to withhold Income Tax Article 23 (PPh Pasal 23) of 2% of our fee (excluding VAT) and kindly forward to us the requisite withholding tax slip. The payment term of our invoices are 600 days upon submission of the invoices. ou KET EXPENSES The fee does not include out-of-pocket expenses. The out of pocket expenses includes the overtime benefits, printing costs, transportation, accommodation and other employee fringe/traveling benefits (if relevant), which will be incurred during this engagement and it will be reimbursed on actual basis. We will notify you in writing immediately of any circumstances we encounter that could significantly affect our initial estimate of the total fees. It is understood that oura Moores Rowland responsibility for such services will extend only to periods covered by our procedures and will not include any claims pertaining to later periods for which we have not been engaged. NON PAYMENT We reserve our right to suspend or terminate our service in the event of nonpayment. Services will not be resumed until your account is fully paid as agreed. If we elect to terminate our services for nonpayment, you still will be obliged to compensate us for all time consumed and to reimburse us for all out-of-pocket expenses through the date of termination. The company is free to terminate the assignment by giving one month notice (please refer to termination clause) CONFIDENTIALITY We shall ensure that out staff, officers and advisors shall keep confidential information. in respect of the Companies or your Group in complete confidence and will not without, the prior written consent from you, disclose the same, in whole or in part, to any other person. We shall not use any confidential information provided by you to secure an unfair advantage over the Companies or the Group. NON-HIRING You acknowledge that in order to provide services to you we expend significant resources to properly train and educate our employees. Therefore, you agree not to directly or indirectly (i) solicit or encourage any of our employees to leave their employment with us, or (i) hire any employee who left employment us if such hiring is proposed to occur within one year of the expiration or termination of such employee's employment with us. Failure to abide by such agreement may result in your payment to us of a “Hiring Fee.” Such Hiring Fee will be equal to 100% percent of the annual base salary the employee is offered by the Hiring Party. The Parties acknowledge that this amount represents fair and reasonable compensation for the loss of such employee. LIMITATION OF LIABILITY Our maximum liability relating to services rendered under this letter (regardless of form of actions, whether in contract, negligence or otherwise) shall be limited to the charges paid to us for the portion of the services or work products giving rise to liability. We shall not be liable for consequential or punitive damages (including loss of profits or savings) regardless of whether we were aware of their possible existence. You will indemnify us against any damages or expenses that may result from any third-party claims relating to our services or any use by you of any work product, and you willa) Moores Rowland reimburse us for all expenses (including counsel fees) incurred by us in connection with any such claims, except to the extent such claims (i) is finally determined to have resulted from our gross negligence or willful misconduct or (ii) is covered by any of the preceding indemnities, TERMINATION Thirty days prior written notice is required should you or us wish to terminate this contract. Upon receipt of such notice we will endeavor to bring our work to a suitable conclusion and render our account for any fees due to that termination date. Yours sincerely, ah Nam Designation: Partner Date: san soig The foregoing letter fully describes the services required and is accepted by us. Nam Designation: Date: