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20240124_OCAP_Laporan Informasi dan Fakta Material_31571420_lamp1.pdf

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Page 1
  DISCLOSURE OF INFORMATION TO THE SHAREHOLDERS IN RELATION TO
PROCEDURES FOR SHARES BUYBACK IN RELATION TO PT ONIX CAPITAL TBK
  PLAN TO CONVERT ITS STATUS FROM A PUBLIC COMPANY TO A PRIVATE
                            COMPANY

THIS DISCLOSURE OF INFORMATION TO SHAREHOLDERS WAS PREPARED IN COMPLIANCE WITH
INDONESIA STOCK EXCHANGE REGULATION NUMBER I-I CONCERNING DELISTING AND RELISTING IN
RELATION PT ONIX CAPITAL TBK PLAN TO CONVERTS ITS STATUS FROM A PUBLIC COMPANY TO A PRIVATE
COMPANY (“GO PRIVATE PLAN”). THIS DISCLOSURE OF INFORMATION TO SHAREHOLDERS IS VERY
IMPORTANT AND NEED TO BE ATTENTION TO THE COMPANY’S SHAREHOLDERS




                                                         PT ONIX CAPITAL TBK
                                                            Business Activities
                                                   Other Management Consultation Activities
                                                         Domiciled in Central Jakarta

                                                                 Head Office:
                                                            Jl. Alaydrus No. 84B
                                                           Central Jakarta 10130
                                            Telephone: +62 21 22068755. Website: www.ocap.co.id
                                                         Email: corsec@ocap.co.id

Related with the approval of the delisting plan by PT Onix Capital Tbk (“Company”) in relation with the plan to convert it’s status from a public
company to a private company based on the results of the Extraordinary General Meeting Shareholders’ which has been announced on the
Electronic General Meeting System KSEI (eASY.KSEI) application, Indonesia Stock Exchange website and Financial Services Authority website,
and the Company’s website on 23 January 2023. Here we convey the disclosure of information regarding the procedures for the shares buyback
to be carried out by the Company in the period 24 January 2024 to 24 April 2024 as follows:

                                              PROCEDURE FOR SHARES BUYBACK

The implementation of the Shares Buyback by the Company will be carried out in the following procedure:

A. Shares Buyback Offer Price

    The Company will buyback all shares owned by public shareholders (less than 5%) in the amount of 32.784.000
    (thirty two million seven hundred eighty four thousand) shares or 12% of the issued and fully paid capital with the
    total nominal value of all shares to be buyback amounting to Rp200,- (two hundred Rupiah) per share. In relation
    to the amount of the Buyback Offer Price of Rp200,- (two hundred Rupiah) per share, the allocation of funds to be
    used to finance the Buyback of shares is a maximum of Rp6.556.800.000,- (six billion five hundred fifty six million
    eight hundred thousand Rupiah).

B. Shares Buyback Period

    The Share Buyback Period will start on 24 January 2024 at 09.00 (GMT+7) and close on 24 April 2024 at 03.00
    PM (GMT+7).



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C. Eligible Applicant

   The Party entitled to participate in this Buyback is the Public Shareholder who has completed and submitted all the
   documents required for this Buyback no later than 24 April 2024 at 03.00 PM (GMT+7) (“Applicants”, each referred
   to as the “Applicant”).

D. Appointed Indonesia Stock Exchange Members

   Transactions on the Indonesia Stock Exchange will be carried out by PT Yulie Sekuritas Indonesia Tbk as a
   securities broker appointed by the Company in terms of implementing the Shares Buyback transaction.

E. Shares Buyback Forms

   The application to participate in the Share Buyback must be submitted based on the terms and conditions stated in
   the Disclosure of Information and/or Additional Information of the Disclosure Information and Share Buyback Form.
   The Share Buyback Form (“FPK”) to be used by Public Shareholders can be obtained on the Company’s website
   (www.ocap.co.id), the share registrar office or the securities broker appointed (PT Yulie Sekuritas Indonesia Tbk)
   with the following address:

      Appointed Securities Company                              Share Registrar
      PT Yulie Sekuritas Iindonesia                             PT Ficomindo Buana Registrar
      Plaza Mutiara Lantai 7 Suite 701                          Jl. Kyai Caringin No 2-A RT11/RW4, Kel. Cideng,
      Jl. Dr. Ide Anak Agung Gde Agung, Kav E 1.2 No. 1 &       Kec. Gambir, Jakarta Pusat, 10150
      2, Kuningan Timur, Setiabudi, Jakarta 12950               Phone: (021) 22638327
      Phone: (021) 20392025
      U.p.: Fajar                                               U.p.: Hadi Suharsono

   Applications in related with this share buyback can be made by filling out the FPK. Applications that do not meet
   the requirements specified in the Disclosure of Information and Amendment and/or Additional Information of the
   Disclosure Information will be considered null and void.

F. FPK Submission Procedure

   1. Applicant must submit FPK to participate in this Share Buyback to the share registrar. Applications can be
      obtained by downloading the FPK on the Company‘s website or requesting to share registrar and/or the
      appointed Securities Company.
   2. The Applicant must instruct the Securities Company or the Applicant Custodian Bank to input the TEND
      instruction through the Corporate Action/CA Election menu option at C-BEST by selecting the CASH option no
      later than the last day of the Share Buyback Period at the time determined by KSEI. Shares that have been
      designated for the instruction will have the status of “Blocked for CA“ therefore the Company’s Shares that have
      been blocked “Blocked for CA“ cannot be transferred or diverted until the end of the Share Buyback Period
      except in the event of cancellation from the Securities Company/Custodian Bank. On behalf of the Applicant
      based on the terms and conditions set out in letters F and H below.
   3. The FPK must be completed and signed by the Applicant or their representative, then submitted to the share
      registrar via email Helpdesk@ficomindo.com or ficomindo_br@yahoo.co.id and attached with (i) Photocopy of
      the Applicant’s KTP or Photocopy of the Article of Association (if the Applicant is a legal entity/corporation) (ii)
      Proof of blocking shares in order to participation in the Share Buyback Offer by inputting the TEND instruction
      through the Corporate Action/CA Election menu option at C-BEST by selecting the CASH option issued by the
      Securities Company and/or Custodian Bank where the shareholders open their securities sub-accounts
      equipped with a stamp by the Securities Company/Custodian Bank (iii) In the event that the applicant is a



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      representative, must attach a power of attornet signed by the shareholders and the applicant (hereinafter
      referred to as the “Shares Buyback Application”).
   4. At the end of each day during the Share Buyback Period, KSEI will provide a list of Applicants whose shares
      have been “Blocked for CA“ to the Appointed Securities Company and share registrar. The Appointed Securities
      Company and share registrar will further review the list to verify and confirm the validity of the Applicant’s share
      ownership in accordance with the Disclosure of Information and Amendment and/or Additional Information of
      the Disclosure Information and provide confirmation to KSEI before payment Date. The determination of the
      Applicant approved by the Designated Securities Company is final and binding.
   5. Share registrar will provide a receipt for the FPK which is sent via email to Helpdesk@ficomindo.com or
      ficomindo_br@yahoo.co.id with an email reply and provide confirmation via email of the physical FPK sent
      (referred as the “Receipt“).
   6. After the FPK has been checked, the Company will provide confirmation to KSEI, and transfer the funds for
      purchase settlement to KSEI, KSEI will then transfer the shares from the blocked account to the securities
      account of the Appointed Securities Company at KSEI. The transfer of shares and funds will be carried out
      within 1 (one) Bussiness Day before Payment Date.

G. Proof of Receipt

   The Appointed Securities Company and the share registrar will issue a FPK receipt. This evidence will be contained
   in the FPK which has been signed and stamped by the Company as proof of acceptance of the FPK (“Proof of
   Receipt“). Such Proof of Receipt must be kept for resubmission at the time of collection or return of shares if the
   order is cancelled by the Applicant.

H. Cancellation and Extension of Shares Buyback

   Before the end of and during the buyback period, the Company has the right to cancel the shares buyback if the
   terms and conditions of the shares buyback in this procedure are not met and extend the shares buyback period or
   shares buyback payment date subject to the prevailing laws and regulations.

I. Shares Return

   For an Applicant whose part or all of the applicant is rejected or in the event of cancellation of this Buyback, it’s
   shares will only be returned to the Applicant. Furthermore, the shares will be credited to the Applicant’s securities
   sub-account at the securities company/custodian bank that holds the shares on behalf of the Applicant, 1 (one)
   business day after the date of cancellation of the buyback or the closing date of the buyback period.

J. FPK Cancellation

   Before the end of the Buyback Period, the Applicant who has submitted the FPK may cancel their participation in
   the Shares Buyback for all or part of his shares. Applicants who want to cancel their participation must provide a
   written notification stating the reasons for cancellation to the securities company/custodian bank and the Company,
   with a copy to KSEI, the Appointed Securities Company and the registrar. Written notification regarding the
   cancellation must be submitted no later than 4 (four) working days before the end of the Buyback Period, which is
   18 April 2024. Applicants who cancel their participation in the Shares Buyback must cancel the CASH instruction
   at the TEND event at C-BEST through the securities company/custodian bank. CASH instructions on TEND events
   which has been cancelled will automatically return the stock position from “Blocked for CA“ to “Available“).

K. Payment

   On the Payment Date 04 May 2024, payments to Applicants who have met the requirements will be made through
   KSEI. KSEI will make payment of funds through C-BEST by gibing instructions to carry out Book Transfer Instruction


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   (BTS) to every securities company/custodian bank that manages securities accounts in the name of the Applicant
   who has met the requirements. Furthermore, the securities company/custodian bank will make payments to the
   Applicant who has met the requirements.

   Payment will be made in Indonesian Rupiah. The Company will pay all cost related to the buyback transaction,
   including commision for transaction through the IDX and fees from KSEI. With a total transaction fee charged for
   the Buyback transaction of 0.225% (zero point two two five percent), excluding IDX levies of 0.0433% (zero point
   zero four three three) of the total share transfer for the purchase fee, and 0.225% (zero point two two five percent),
   excluding sales tax of 0.10% (zero point one zero) and IDX levies of 0.0433% (zero point zero four three three) of
   the total value of share transfer for sales compensation. However, it does not include the applicable taxes imposed
   on public shareholders as a result of the sale of their shares in the Buyback.

   Public Shareholders who sell their Shares in scripless form at the time of Share Buyback will be subject to a sales
   tax levy in the amount of 0.10% (zero point one zero) of the proceeds from the sale of Shares.

                                               OTHER INFORMATION

Shareholders who need further information regarding the shares buyback procedures can contact the following parties:


      PT Yulie Sekuritas Iindonesia                             PT Ficomindo Buana Registrar
      Plaza Mutiara Lantai 7 Suite 701                          Jl. Kyai Caringin No 2-A RT11/RW4, Kel. Cideng, Kec.
      Jl. Dr. Ide Anak Agung Gde Agung, Kav E 1.2 No. 1 &       Gambir, Jakarta Pusat, 10150
      2, Kuningan Timur, Setiabudi, Jakarta 12950               Telepon: (021) 22638327
      Telepon: (021) 20392025
      U.p.: Fajar                                               U.p.: Hadi Suharsono




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Names mentioned 9 people and organisations named in the text · linked when the evidence is strong

linked org ONIX CAPITAL TBK p.1 ×11
linked org Yulie Sekuritas p.2 ×2
possible org Yulie Sekuritas Indonesia Tbk p.2 ×5
possible org PT Yulie Sekuritas Iindonesia p.2 ×2
unresolved org INDONESIA STOCK EXCHANGE p.1 ×4
unresolved org Financial Services Authority p.1
unresolved org PT Ficomindo Buana Registrar Plaza Mutiara p.2 ×2
unresolved person Dr. Ide Anak Agung Gde Agung p.2 ×2
unresolved person H. Cancellation p.3

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