20250807_BFIN_Laporan Informasi dan Fakta Material_31931128_lamp3.pdf

       RATIONALE AND OBJECTIVE OF THE CAPITAL INCREASE WITHOUT PRE-EMPTIVE RIGHTS
                                          (PMTHMETD)

The Company operates in the financing sector, having recorded positive growth in its investment and
working capital financing segments throughout Q1 2025. The receivable portfolio from these segments -
which provides financing for consumers' capital goods needed for business operations, investments, or
working capital - has demonstrated favorable growth trends.

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.

In relation to this matter, the Company established a Stock Ownership Program through the Management
and Employee Stock Option Plan (MESOP Program). The eligibility criteria for MESOP participants are
designed with consideration of their duties and responsibilities in making decisions that significantly
impact the Company's risk profile.

                                     EXPLANATION OF PMTHMETD
                                       TO THE MESOP PROGRAM

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).

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.

    a. MESOP Program Participants

        Members of the Board of Commissioners (excluding Independent Commissioners), Directors, and
        Senior Employees of the Company who are registered in the Company's employment records as
        of 14 (fourteen) days prior to the option rights distribution date for each phase. 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.

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.04/2015
     as amended by POJK Number 14/POJK.04/2019, the Option Rights Validity Period shall not exceed
     5 (five) years from the date of the EGMS approving the MESOP Program.

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 shall be set at least 90% (ninety percent) of the average closing price of the relevant
     Listed Company’s shares during the 25 (twenty-five) consecutive Trading Days in the Regular
     Market prior to the listing application date; or at least IDR 1,000 (one thousand Rupiah) per share.

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).

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.

                              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.

The Company’s Capital Structure Before and After the Share Issuance through PMTHMETD:

Referring to the Register of Shareholders of the Company as of July 31, 2025 from PT Raya Saham Registra,
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 Implementation of PMTHMETD               After the Implementation of PMTHMETD
                     Description                                    Total Nominal Value                                    Total Nominal Value
                                                   Number of Shares                          %        Number of Shares                             %
                                                                         (IDR 25,-)                                             (IDR 25,-)
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%

Public Shareholders with Ownership Below 5%            7,351,257,682      183,781,442,050   48.88%         7,351,257,682       183,781,442,050    48.14%

Shareholders from the MESOP Program                                   -                 -         -          230,000,000          5,750,000,000     1.51%

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%

Share Capital in Portofolio                            4,960,616,380      124,015,409,500                  4,730,616,380       118,265,409,500



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%
   6.      Tan Rudy Eddywidjaja               Director                                                       206,000               0.00%
* Effective as soon as 6 months since the closing of the EGMS dated January 30, 2025, and after obtaining Approval from the relevant regulator.
 In the event that Approval from the relevant Regulator is obtained more than 6 (six) months since the closing of the EGMS closing dated January
 30, 2025, then the appointment will be effective as of the date of Approval of the relevant Regulator.



Furthermore, assuming that all shares under the PMTHMETD are issued through the exercise of Option
Rights under the MESOP Program, existing shareholders will experience maximum ownership dilution of
1.51% (one point five one percent) of their current shareholding percentage in the Company.

                                 GENERAL MEETING OF SHAREHOLDERS

The Extraordinary General Meeting of Shareholders (EGMS) 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 EGMS will be conducted in accordance with the provisions of the Company's Articles of Association
and the Financial Services Authority Regulation No. 15/POJK.04/2020 concerning the Planning and
Implementation of General Meetings of Shareholders for Issuers or Public Companies. The GMS may
convene if attended by more than 1/2 (one-half) of the total shares with valid voting rights held by
Independent Shareholders. The resolutions of the GMS shall be valid if approved by 1/2 (one-half) of the
total shares with valid voting rights held by Independent Shareholders.

Second Meeting
In the event that the quorum is not met, a second GMS may be convened, under conditioned that the
event is attended by more than 1/2 (one-half) of the total shares with valid voting rights held by
Independent Shareholders. The resolutions of the second GMS shall be 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
In the event that the quorum for attendance at the second GMS is not met, a third GMS may be convened,
under the condition that the third GMS is valid and authorized to make decisions if attended by
Independent Shareholders holding shares with valid voting rights, subject to the quorum requirements
established by the Financial Services Authority upon the request of the Public Company. The resolutions
of the third GMS shall be valid if approved by Independent Shareholders representing more than 50%
(fifty percent) of the shares held by Independent Shareholders present at the third GMS.

This disclosure of information is prepared to comply with the requirements of the Financial Services
Authority Regulation No. 14/POJK.04/2019.

                                   Tangerang Selatan, August 7, 2025
                                     PT BFI Finance Indonesia Tbk
                                               Directors