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20250911_BFIN_Laporan Informasi dan Fakta Material_31939302_lamp3.pdf
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CHANGES AND/OR ADDITIONAL INFORMATION REGARDING
INFORMATION DISCLOSURE TO SHAREHOLDERS
PLAN FOR CAPITAL INCREASE WITHOUT PRE-EMPTIVE RIGHTS
AS REFERRED TO IN FINANCIAL SERVICE AUTHORITY REGULATION NO.32/POJK.04/2015 AS AMENDED BY POJK
NO.14/POJK.04/2019
IN CONNECTION WITH THE MANAGEMENT AND EMPLOYEE STOCK OPTION PROGRAM (MESOP)
PT BFI FINANCE INDONESIA TBK
(“The Company”)
Line of Business:
General business activities in financing services
Domiciled in Tangerang Selatan
Head Office:
BFI Tower Sunburst CBD Lot 1.2
Jl. Kapt Soebianto Djojohadikusumo
BSD City – Tangerang Selatan 15322
Phone No. +62 21 2965 0300
Website: www.bfi.co.id
Email corsec@bfi.co.id
Extraordinary General Meeting of Shareholders (EGMS) to approve
the Capital Increase Without Pre-emptive Rights will be held in Tangerang Selatan
on 15 September 2025
The Board of Directors and Board of Commissioners of the Company declare full responsibility for the
accuracy of the information contained in this Disclosure, which was prepared after conducting
reasonable checks, and also confirms that all material information related to the Transaction Plan
contained in this Information Disclosure is true and that there are no other material facts that have
not been disclosed and/or omitted that could cause the information in this Information Disclosure to
be inaccurate and/or misleading.
This Additional Information is issued in Tangerang Selatan on September 11, 2025, supplementing the
Information Disclosure issued on August 7, 2025.
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RATIONALE AND OBJECTIVE OF THE CAPITAL INCREASE WITHOUT PRE-EMPTIVE RIGHTS
(PMTHMETD)
The Company, a financing company, recorded positive growth in the investment and working capital
financing segments throughout the Q1/2025. The receivables managed from investment and working
capital financing are provided to consumers for capital goods required for business activities, investments,
and working capital, with a relatively positive growth trend. Throughout the Q2/2025, the Company
successfully maintained positive performance through a 0.9% increase in financing receivables, with a
healthy non-performing financing ratio, still below the industry average, at 1.63% gross and 0.30% net.
This increase demonstrates a healthier and more balanced financing portfolio, in line with the risk
management strategy and focus on productive sectors with the potential to support sustainable growth.
Going forward, the challenges in distributing investment financing and working capital are closely tied to
credit risk management. Therefore, the Company continues to strengthen portfolio quality control by
enhancing underwriting process oversight and bolstering collection capabilities.
Company Performance Development as of June 30, 2025
The Company operates its financing business by:
▪ Providing financing products to more than 441,000 consumers in 35 provinces in Indonesia, to
improve their economic capabilities;
▪ Providing financing worth more than IDR 12.2 trillion to support the advancement of UMKM in
Indonesia;
The business segments that the Company focuses on in the field of consumer financing are new car
financing or financing with used car collateral, financing with property collateral in order to support the
market needs of middle-income communities with fixed incomes, and financing through finance leases or
sale and lease backs for the industrial, mining, trade, construction, services, agriculture, manufacturing,
transportation, infrastructure, and other sectors. The following is revenue growth data based on the
Company's consolidated financial statements that have been announced.
6 (six) months ending June 30 12 (twelve) months ending December
Description 31
2025 2024 2024 2023
(unaudited) (unaudited) audited audited
REVENUE
- Financing Receivables 3,084,497 2,894,257 5,883,344 5,933,842
- Finance 20,416 29,416 54,426 82,564
- Sharia 79,963 70,802 146,520 108,662
- Others 116,971 114,187 250,780 228,045
Total 3,301,847 3,108,662 6,335,070 6,353,073
In connection with this, the Company has developed a Share Ownership Program through the
Management and Employee Stock Option Plan (MESOP Program) with MESOP Program Participant
eligibility criteria that take into account their duties and responsibilities in making decisions that have a
significant impact on the Company's risk profile.
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The MESOP Program to be implemented by the Company is a reward for MESOP Program Participants,
namely the Company's Directors and senior employees who are permanent employees and hold strategic
positions in the Company, who demonstrate good performance and behavior, and uphold the Company's
core values with the aim of providing incentives and rewards for their contributions, increasing
motivation, productivity, and loyalty, and to strengthen the Company's capital structure in a sustainable
manner. Thus, it is expected that there will be an improvement in the quality of the portfolio by controlling
the parties that are given financing and implementing payments according to the predetermined
schedule, so that collection capabilities can be carried out as well as possible, thereby recording income
in the future as planned.
For implementation, the Company is required to obtain approval from the Independent General Meeting
of Shareholders (Independent GMS) as referred to in POJK 14/2019, which is planned to be held on
September 15, 2025. In accordance with POJK 47/2020 concerning Business Licensing and Institutional
Financing Companies and Sharia Financing Companies in conjunction with POJK 46/2024 concerning the
Development and Strengthening of Financing Companies, Infrastructure Financing Companies, and
Venture Capital Companies article 71A, changes in paid-up capital that do not result in changes in
Controlling Shareholders must be reported to the OJK no later than 10 working days from the date of the
change in paid-up capital.
As of the date of this Disclosure, the Company is not involved in any material cases or disputes, either in
or out of court, that could potentially have a negative impact on the Company's business continuity or the
implementation of the Transaction Plan.
EXPLANATION OF PMTHMETD
TO THE MESOP PROGRAM
ARTICLES OF ASSOCIATION FORMING THE BASIS FOR THE CAPITAL STRUCTURE AND CALCULATION OF
THE IMPLEMENTATION OF PMTHMETD
The Company's articles of association have been amended several times as last amended based on Deed
No. 1 dated June 3, 2025, made before Shanti Indah Lestari S.H., M.Kn, Notary in Tangerang Regency,
which has been approved by the Minister of Law of the Republic of Indonesia (“Menkum”) based on
Decree No. AHU-0045866.AH.01.02.Year 2025 dated July 14, 2025.
MAXIMUM AMOUNT OF PMTHMETD FOR THE MESOP PROGRAM
The maximum number of shares planned for issuance is 230,000,000 (two hundred thirty million) shares
with a nominal value of IDR 25 (twenty-five Rupiah) per share through PMTHMETD, representing
approximately 1.53% (one point five three percent) of the Company's total issued and fully paid-up capital
as of this disclosure date, at a price will be determined by reference to section V.2 of Appendix II of the
Listing Regulations of the Indonesia Stock Exchange No. A-1 Decision No. Kep-00101/BEI/12-2021 dated
December 21, 2021.
In connection with this PMTHMETD, the Company will implement a Share Ownership Program for
Management and Senior Employees, or known as Management and Employee Stock Option Plan (MESOP
Program).
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The MESOP Program grants option rights to participants (Optionees) to purchase up to 230,000,000 (two
hundred thirty million) new shares of the Company at a nominal value of IDR 25 (twenty-five Rupiah) per
share, representing 1.53% (one point five three percent) of the current total issued and fully paid-up
capital, with an exercise price that refers to the provisions of Section V.2 of Appendix II of the Listing
Regulations of the Indonesia Stock Exchange Regulation No. A-1, Decision No. Kep-00101/BEI/12-2021
dated December 21, 2021. The exercise of the option rights to purchase the shares may be carried out
during the exercise period (windows exercised) determined within the validity period of the option rights.
The use of funds resulting from the exercise of Option Rights by MESOP Program Participants will be used
for the Company's working capital.
a. MESOP Program Participants
Directors and Senior Employees are employees with specific positions designated by the
Commissioners who serve on the Company's Remuneration and Nomination Committee. These
employees are registered in the Company's personnel database 14 (fourteen) days prior to the
date of the option distribution. The MESOP Program participants will be determined by the
Company's Board of Directors, taking into consideration recommendations from the Company's
Remuneration and Nomination Committee.
The Senior Employees of the Company referred to are permanent employees who are key
employees who have worked for at least 10 years, hold strategic decision-making positions within
the Company, including managers and department heads, and meet the following criteria for
MESOP program participants:
a) Performance assessment determined by the Company's Remuneration and Nomination
Committee
b) Demonstrate good behavior and uphold the Company's core values
b. Option Rights Distribution Period (Grant Date)
The Option Rights will be distributed no later than 90 (ninety) days after the EGMS approving the
implementation of the MESOP Program, and no earlier than 14 (fourteen) days after the Company
obtains pre-listing approval for the shares resulting from the MESOP Program implementation
from the Indonesia Stock Exchange.
The Remuneration and Nomination Committee will calculate the Option Rights to be allocated to
each eligible Participant based on their performance and by considering their roles and
responsibilities in making decisions that significantly impact the Company’s risk profile.
c. Option Rights Validity Period (Option Life)
Pursuant to the provisions of Article 8C paragraph (1) letter b of Regulation No. 32/POJK.14/2015
as amended by POJK Number 14/POJK.04/2019. The validity period of the Option Rights is a
maximum of 5 (five) years from the date of the Independent GMS which approved the
PMTHMETD for the MESOP Program, thus if the option rights that have been distributed are not
used to purchase shares in this MESOP Program until September 15, 2030, the Option Rights will
be forfeited and cannot be used to purchase new shares of the Company in this MESOP Program.
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d. Exercise Price of Option Rights
The Exercise Price of Option Rights shall be determined by the Board of Directors with approval
from the Board of Commissioners, by referring to the provisions outlined in the Section V.2.2 of
Appendix II of Listing Regulation No. I-A under Decree of the Board of Directors of the Indonesia
Stock Exchange No. Kep-00101/BEI/12-2021 dated December 21, 2021, which stipulates that the
exercise price is at least 90% (ninety percent) of the average closing price of the shares of the
Listed Company concerned during a period of 25 (twenty five) consecutive Trading Days in the
Regular Market prior to the Listing application, or at least Rp1,000 (one thousand Rupiah) per
share. If the price calculation is less than Rp1,000 (one thousand Rupiah), then in accordance with
the Company's requirements for the MESOP Program, the exercise price is set at a minimum of
Rp1,000 (one thousand Rupiah) per share. Payment for the exercise of the Option Rights must be
made by the Participant by making a cash deposit into the Company's account at the time of
exercise of the Option Rights.
e. Exercise Period
The exercise of Option Rights shall be conducted in accordance with Section V.2.1 of Appendix II
to Listing Regulations No. I-A under the Decision of the Indonesia Stock Exchange Board of
Directors No. 00101/BEI/12-2021 dated 21 December 2021. The Company will establish two (2)
exercise periods per year following the option grant date. The Board of Directors will announce
these exercise periods through the Indonesia Stock Exchange website concurrently with the
Exchange Report regarding the MESOP Program, after obtaining approval from the General
Meeting of Shareholders (GMS).
Considering that the option rights are valid until September 15, 2030, the Company will open two
exercise periods per year. There are no restrictions on exercise during each exercise period.
Therefore, Option Rights holders can exercise their rights until the exercise period opened by the
Company.
Year Implementation Period: 30 trading days Number of options that can be
per phase exercised
2026 Phase I Total options distributed to
1 May 2026 s/d 11 June 2026 purchase 46,000,000 shares for
Phase II each phase
15 October 2026 s/d 12 November 2026
2027 Phase I Remaining options not exercised in
1 May 2027 s/d 11 June 2027 the previous phase
Phase II
15 October 2027 s/d 26 November 2027
2028 Phase I Remaining options not exercised in
1 May 2028 s/d 12 June 2028 the previous phase
Phase II
15 October 2028 s/d 26 November 2028
2029 Phase I Remaining options not exercised in
1 May 2029 s/d 12 June 2029 the previous phase
Phase II
15 October 2029 s/d 26 November 2029
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Year Implementation Period: 30 trading days Number of options that can be
per phase exercised
2030 Phase I Remaining options not exercised in
1 May 2030 s/d 12 June 2030 the previous phase
Phase II
6 August 2030 s/d 15 September 2030
If the option holder does not exercise their shares within the exercise period open until
September 15, 2030, their option rights will lapse and cannot be used to purchase Company
shares.
The number of New Shares allocated at each Option Rights exercise stage and each Option Rights
exercise date will be determined by the Program Committee or the Board of Commissioners,
taking into account applicable capital market laws and regulations.
MESOP Program participants may subscribe to their Option Rights by referring to the Option
Rights exercise stage and Option Rights exercise date as described in the table above.
There is no limitation period for the transfer of shares resulting from the exercise of Option Rights
by MESOP Program Participants.
At each exercise stage, Option Rights on New Shares in the MESOP Program that have not been
exercised at that stage will not lapse and may be exercised at subsequent exercise stages,
provided that Option Rights may only be exercised during the validity of the MESOP Program.
Funding for the implementation of the MESOP Program comes from each MESOP Program
Participant.
f. MESOP Program Requirements
● The Company has obtained approval from the GMS.
● The application for Pre-Listing of Additional Shares for the MESOP Program has been
approved by the Indonesia Stock Exchange.
● If, during the Option Rights Validity Period a MESOP Program participant resigns and/or is
terminated due to disciplinary sanctions, all Option Rights granted to such Participant shall be
revoked and may no longer be exercised to purchase the Company's shares. Given that,
Directors of the Company may reallocate these Option Rights to other eligible Participants,
subject to the recommendation of the Company’s Remuneration and Nomination Committee.
Currently, the Company does not have any outstanding Share Ownership Programs as referred to in Article
8C, point (1) of POJK No. 14/POJK.04/2019. Therefore, the MESOP Program, which will be implemented
through a Capital Increase without Pre-emptive Rights (PMTHMETD), proposed for approval at the
Independent GMS on September 15, 2025, is the only share ownership program for management and
employees that the Company will implement upon its implementation.
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Capitalization and Shareholder Composition
Based on the latest Amendment to the Articles of Association, Deed No. 1 dated June 3, 2025 made before
Shanti Indah Lestari, S.H., M.Kn., Notary in Tangerang Regency, regarding the approval of changes to the
issued and paid-up capital that has been received and recorded in the Legal Entity Administration System
database of the Ministry of Law of the Republic of Indonesia through the Letter of Receipt of Notification
of Amendments to the Articles of Association number AHU-0045866.AH.01.02 of 2025 dated July 14,
2025, the following is the composition of the Company's capital and shareholders as follows:
Number of Total Nominal Value
%
Shares Rp.25 per share
Authorized Capital 20,000,000,000 500,000,000,000
Issued and Fully Paid-Up Capital
1. Trinugraha Capital & Co SCA 7,688,125,938 192,203,148,450 51.12
2. Public 7,351,257,682 183,781,442,050 48.88
Total Issued and Fully Paid-Up Capital 15,039,383,620 375,984,590,500 100
Shares in Portfolio 4,960,616,380 124,015,409,500
Information on the Company's Controlling Shareholders
Name of Controlling Shareholder : Trinugraha Capital & Co. SCA
A company incorporated under Luxembourg law.
Head Office Address : Rue Gabriel Lippmann, L-5365 Munsbach,
Grand Duchy of Luxembourg
Shareholders : 99.334% owned by Bravo Investment Ltd.,
an investment company managed by an investment manager
supervised by the TCC Supervisory Board. Unitholders are
passive investors and do not have voting rights.
Ultimate Beneficial Owners (UBO)
Jerry Ng (through Bravo Investment Limited) and Garibaldi Thohir are shareholders of Trinugraha Capital
& Co. SCA are the Ultimate Beneficiary Owners of the Company, as registered with the Ministry of Law
and Human Rights of the Republic of Indonesia, as stated in the Data Submission Information dated
January 31, 2025.
RISKS OR IMPACTS OF PMTHMETD ON COMPANY SHAREHOLDERS
Impact of the PMTHMETD on Company Shareholders:
The PMTHMETD plan will increase the Company's issued and fully paid-up capital by a maximum of
230,000,000 (two hundred thirty million) shares with a nominal value of IDR 25 (twenty-five Rupiah) per
share, representing approximately 1.53% (one point five three percent) of the total current issued and
fully paid-up capital.
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The Company’s Capital Structure Before and After the Share Issuance through PMTHMETD:
Based on the latest Amendment to the Articles of Association with Deed No. 1 dated June 3, 2025 made
before Shanti Indah Lestari, S.H., M.Kn., Notary in Tangerang Regency, regarding the approval of changes
to the issued and paid-up capital that has been received and recorded in the Legal Entity Administration
System database of the Ministry of Law of the Republic of Indonesia through the Letter of Receipt of
Notification of Amendment to the Articles of Association number AHU-0045866.AH.01.02 of 2025 dated
July 14, 2025, the following are the details of the share capital structure before and pro forma after the
issuance of New Shares assuming that all New Shares have been issued and fully paid by MESOP Program
Participants:
Before the Capital Increase without Pre-emptive After the Capital Increase without Pre-emptive Rights
Rights (PMTHMETD) (PMTHMETD)
Total Nominal Value Total Nominal Value
Number of Shares % Number of Shares %
(Rp25) (Rp25)
Authorized Capital 20,000,000,000 500,000,000,000 - 20,000,000,000 500,000,000,000 -
Issued and Fully Paid-Up Capital:
Trinugraha Capital & Co SCA 7,688,125,938 192,203,148,450 51.12% 7,688,125,938 192,203,148,450 50.35%
Ownership of Commissioners, Directors, and
Employees
Commissioners and Directors 391,904,480 9,797,612,000 2.61% 521,904,480 13,047,612,000 3.42%
New Shareholders from the MESOP Program
- - - 100,000,000 2,500,000,000 0.65%
(Employees)
Public with ownership below 5% 6,959,353,202 173,983,830,050 46.27% 6,459,353,202 161,483,830,050 42.30%
Treasury Shares (buyback August 4 - October 31,
- - - 500,000,000 12,500,000,000 3.28%
2025) – assumed buyback price of IDR 1,000/share
Total Issued and Fully Paid-Up Capital 15,039,383,620 375,984,590,500 100.00% 15.269.383.620 381,734,590,500 100.00%
Shares in Portfolio 4,960,616,380 124,015,409,500 4.730.616.380 118,265,409,500
Furthermore, assuming all shares in the Non-Preemptive Rights (PMTHMETD) can be issued through the
exercise of Option Rights under the MESOP Program, shareholders will experience a maximum ownership
dilution of 1.51% (one point five one percent) of their share ownership in the Company.
The number of shares of the Company owned by members of the Board of Commissioners and Board of
Directors of the Company based on the Register of Shareholders of the Company as of July 31, 2025, is as
follows:
No. Name Position Number of Shares Percentage (%)
1. Francis Lay Sioe Ho* President Commissioner 343,908,180 2.29%
2. Sutadi President Director 18,817,000 0.13%
3. Sudjono Director 26,310,800 0.17%
4. Goklas Director 1,012,500 0.01%
5. Iwan Director 1,650,000 0.01%
Tan Rudy
6. Director 206,000 0.00%
Eddywidjaja
* On August 27, 2025, the Company received the OJK Board of Commissioners Decree No. KEP-236/PL.02/2025 dated August 22, 2025, concerning
the Results of the Fit and Proper Assessment of Mr. Francis Lay Sioe Ho as a Candidate for President Commissioner of PT BFI Finance Indonesia
Tbk, which, among other things, stated that Mr. Francis Lay Sioe Ho was approved to serve as President Commissioner of PT BFI Finance
Indonesia Tbk, effective from the date of appointment
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As of the date of submission of this Disclosure of Information, the Company, the Board of Directors, and
the Board of Commissioners are not involved in any material cases or disputes, either inside or outside
the courts, that could potentially negatively impact the Company's business continuity or the
implementation of the Proposed Transaction.
Management's Analysis and Discussion of Financial Condition
The exercise price of the MESOP will be determined in accordance with the provisions of Point V.2 of
Attachment II of the Listing Regulations of the Indonesia Stock Exchange No. A-1, Decree No. Kep-
00101/BEI/12-2021 dated December 21, 2021, with a maximum of 230,000,000 (two hundred and thirty
million) shares with a par value of IDR 25 (twenty-five Rupiah) per share, or 1.53% (one point five three
percent) of the total issued and fully paid-up capital. The exercise of the option to purchase these shares
may be carried out within the exercise window specified during the option period.
If all 230,000,000 new shares in the MESOP have been issued, with a nominal share price of Rp25 (twenty-
five Rupiah) per share, the Company's share capital will increase to Rp381,734,590,500. Furthermore, if
the exercise price determined in accordance with applicable regulations is above the Company's nominal
share price, the Company's additional paid-in capital account will increase by Rp224,250,000,000, which
is the difference between the exercise price and the nominal price multiplied by the number of new shares
issued.
From an asset perspective, the proceeds from the MESOP will increase the Company's cash flow, which
can then be used in accordance with the planned use of funds outlined in this Information Disclosure.
Planned Use of Proceeds from the Capital Increase
All funds obtained from the Capital Increase will be used to strengthen the Company's working capital,
specifically to support the expansion of financing activities, including investment financing, working
capital financing, and multipurpose financing. This allocation is expected to strengthen the Company's
financing capacity, maintain liquidity, and encourage healthy and sustainable portfolio growth.
GENERAL MEETING OF SHAREHOLDERS
The Extraordinary General Meeting of Shareholders (EGMS) and Independent GMS (Meeting) will be held
in Tangerang Selatan on September 15, 2025. The EGMS announcement was published on 7 August 2025
and the EGMS convening notice on August 22, 2025, both through Indonesia Stock Exchange website
www.idx.co.id, eASY-KSEI system, and Company website www.bfi.co.id.
The Agendas for the EGMS is as follows:
1. Changes in the Composition of Management;
2. Approval of the Capital Increase Without Pre-emptive Rights as referred to in Regulation No.
32/POJK.04/2015 as amended by POJK No. 14/POJK.04/2019 in the context for the
Management and Employee Stock Ownership Program (Management and Employee Stock
Option Plan or MESOP Program)
The meeting will be held in accordance with the provisions of the Company's Articles of Association and
Financial Services Authority Regulation No. 15/POJK.04/2020 concerning the Planning and
Implementation of General Meetings of Shareholders of Issuers or Public Companies. It may be held if:
a) For the first agenda item, concerning Changes in Management Composition, the Extraordinary
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GMS is attended by more than 1/2 (one half) of the total shares with valid voting rights.
b) For the second agenda item, the Independent GMS is attended by more than 1/2 (one half) of the
total shares owned by Independent Shareholders and shareholders who are not affiliated with
the public company, members of the Board of Directors, members of the Board of Commissioners,
major shareholders, and controlling shareholders.
Second Meeting
If the quorum is not reached, a second GMS may be held, provided that the second GMS may be held if:
a) The EGMS is attended by more than 1/2 (one half) of the total shares with valid voting rights held
by Shareholders with valid voting rights.
b) For the second agenda item, the Independent GMS is attended by 1/2 (one half) of the total shares
held by Independent Shareholders. The resolutions of the second Independent GMS are valid if
approved by more than 1/2 (one half) of the total shares with valid voting rights held by
Independent Shareholders present at the second GMS.
Third Meeting
If the quorum for the second GMS is not reached, a third GMS may be held, provided that the third GMS
is valid and has the right to make decisions if attended by Independent Shareholders with valid voting
rights, within the quorum determined by the Financial Services Authority at the request of the Public
Company. The resolution of the third GMS is valid if approved by Independent Shareholders representing
more than 50% (fifty percent) of the shares owned by the Independent Shareholders present at the GMS.
This disclosure of information is prepared to comply with the requirements of the Financial Services
Authority Regulation No. 14/POJK.04/2019.
This Additional Information was published in Tangerang Selatan, September 11, 2025.
Corrects and completes the Disclosure of Information is issued on August 7, 2025
PT BFI Finance Indonesia Tbk
Sudjono
Director
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Names mentioned 16 people and organisations named in the text · linked when the evidence is strong
unresolved
person
Shanti Indah Lestari S.H.
· Notaris
p.3 ×5
unresolved
org
Minister of Law
p.3
unresolved
org
Indonesia Stock Exchange
p.3 ×9
unresolved
org
Ministry of Law
p.7 ×2
unresolved
org
Bravo Investment Ltd.
p.7 ×2
unresolved
org
Ministry of Law and Human Rights
p.7
unresolved
org
Financial Services Authority
p.9 ×3
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