20260108_FOLK_Penambahan Modal Tanpa HMETD_32018243_lamp2.pdf

    INFORMATION RELATING TO THE IMPLEMENTATION OF THE PLAN OF CAPITAL
           INCREASE WITHOUT PRE-EMPTIVE RIGHT (“PMTHMETD I”)


The Company hereby refer to:

1. Regulation of the Financial Service Authority (“FSA” or “OJK”) No.
   14/POJK.04/2019 regarding the Amendment of the FSA Regulation No, 32/POJK.04/2015
   concerning the Addition of Capital the Public Listed Company with the Pre-Emptive Right
   ("POJK 14/2019");

2. Amendment to Regulation of the Indonesian Stock Exchange ("IDX") No. I-A
   regarding the Listing of Shares and Equity Securities Other Than Shares Issued by Listed
   Company, as stating on the Annex of the Decree of the Board of Directors of the Indonesian
   Stock Exchange No. Kep-00101/BEI/12-2021, dated December 21, 2021 (“the IDX Rule No.I-
   A”), and;

3. Resolution of the Extraordinary Meeting of the Shareholders (“EGMS”) of the
   Company held on December 12, 2025 as stated on the Notary Deed Number 07 dated
   December 12, 2025, made before the Notary Raden Mas Dendy Soebangil, S.H., M.Kn, Notary
   in the City Administration of the South of Jakarta.


The Numbers of the Share Issuance
Referring to the resolution of the Company’s Extraordinary General Meeting of Shareholders
(“EGMS”) in relation to the implementation of a Capital Increase Without Pre-emptive Rights
(“Non-Preemptive Rights Issue”), which was convened in compliance with the quorum
requirements under the prevailing regulations, the EGMS of the Company approved the plan for
the Non-Preemptive Rights Issue in the amount of up to 394,814,146 (three hundred ninety-four
million eight hundred fourteen thousand one hundred forty-six) new shares, with a nominal value
of IDR 20.00 (twenty Rupiah) per share, or a maximum of 10% (ten percent) of the total issued
and fully paid-up shares in the Company (the “New Shares”).
All proceeds received from the PMTHMETD will be used for the development of the Company’s
and its group business and/or its subsidiaries, including but not limited to :
    •   Business development through investments that are expected to generate added value
        for the Company and/or its subsidiaries in the future; and
    •   Working capital and general corporate purposes of the Company and/or its subsidiaries
        (General Corporate Purposes).
The Company further announce of the implementation of the PMTHMETD by issuing 143,216,080
of the new shares which represent 3.63% of the total issued and paid up shares of the Company
(the “New Shares”), which resulted a dilution of 3.50%. The New Shares are subscribed by the
following investors and/or shareholders:


             Name of Investor                                          Remark

 PT Garam Ventura Indonesia (“GVI”)             Affiliated – GVI The Ultimate Shareholder)

 Sutopo Widodo                                  Non-Affiliated Party


Nature of Affiliation

The implementation of PMTHMETD I is carried out pursuant to the provisions of Article 3 letter b
of POJK 14/2019, whereby the implementation of the Non-Preemptive Rights Issue by the
Company’s affiliated parties as referred to in the table above constitutes an affiliated transaction
as regulated under Financial Services Authority Regulation No. 42/POJK.04/2020 on Affiliated
Transactions and Conflict of Interest Transactions (“POJK 42/2020”).




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Nevertheless, in accordance with Article 44B of POJK 14/2019, the implementation of the Non-
Preemptive Rights Issue based on Article 3 letter b of POJK 14/2019 is exempted from the
obligation to comply with the provisions of POJK 42/2020.

Explanation, Consideration, and Rationale for the Capital Increase by Some Investor
Who Is an Affiliated Party.

The Company continuously evaluates market dynamics and business development opportunities
that are considered capable of creating medium- and long-term added value. In line with this
growth strategy, the Company actively explores various funding alternatives, including
communications with potential external strategic investors. However, the Company also
recognizes that under dynamic market conditions, flexibility and speed in securing funding are
key factors in optimally capturing business opportunities.

The Company is of the view that the participation of certain investors who are affiliated parties in
the implementation of PMTHMETD I constitutes a strategic step that provides funding certainty
and supports the acceleration of the implementation of the Company’s business plans. Funding
commitments from affiliated parties enable the Company to obtain additional capital in a timely
manner, without hindering the expansion and business development initiatives that are currently
being and will be undertaken.

With the effective availability of funds from PMTHMETD, the Company has greater capacity to
strengthen its capital structure, enhance financial flexibility, and realize investment and business
development opportunities that are aligned with the Company’s business focus. This initiative is
expected to drive sustainable business growth, enhance the Company’s competitiveness, and
generate optimal added value for the Company and all shareholders.


The Exercise Price and Total Proceeds PMTHMETD I

The Board of Directors of the Company has decided that the exercise price of the New Shares is
IDR 398 per share or a total sum proceeds of IDR 56,999,999,840.00 (fifty-six billion nine hundred
ninety-nine million nine hundred ninety-nine thousand eight hundred forty Rupiah) per shares
(The “Exercise Price”).

The Exercise Price of the New Shares is determined in accordance with the provisions of V.1.3
Appendix II Decree of the Board of Directors of the Indonesia Stock Exchange Number Kep-
00101/BEI/12-2021 on the Amendment of the IDX Rule Number I-A, which states that the
exercise price must be at least 90% of the average closing price for the 25 (twenty-five)
consecutive trading days prior to the application for listing.

Following the implementation of the PMTHMETD I, the Company’s issued and paid-up share capital
will increase to IDR 81,827,150,880.00 (eighty-one billion eight hundred twenty-seven million
one hundred fifty thousand eight hundred eighty Rupiah).

The PMTHMETD I Implementation Schedule:

 Announcement of the PMTHMETD I Implementation                  :   08 January 2026
 Listing of New Shares on the Indonesia Stock Exchange          :   15 January 2026
 Announcement of the PMTHMETD I implementation results          :   20 January 2026




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     Jakarta, 08 January 2026




              Regards,
Directors PT Multi Garam Utama Tbk




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