20250703_MFIN_Laporan Informasi dan Fakta Material_31911265_lamp3.pdf

  a. the Shares Buyback by the Company must not result in the Company's net assets becoming less
     than the total paid-up capital plus the statutory reserves that have been allocated by the Company;
  b. the total nominal value of all shares repurchased by the Company must not exceed 10.00% of the
     Company's paid-up capital (the "Maximum Shares Buyback Limit"); and
  c. in the event that the shares requested to be repurchased by the Company exceed the Maximum
     Shares Buyback Limit, the Company is obliged to ensure that the remaining shares are purchased
     by third parties.

In accordance with provision letter (a) above, based on the Company's net asset value and statutory
reserves as stated in the Company's Audited Financial Statements as of 31 December 2024, and the
Company's issued capital, if all public shareholders request the Company to conduct a Shares Buyback for
all shares owned by the public shareholders, the implementation of such Shares Buyback will not result in
the Company's net assets falling below the total issued capital plus the statutory reserves allocated by the
Company.

With regard to provisions letter (b) and (c) above, considering that the total nominal value of all public
shareholders of the Company amounts to IDR 1,849,176,900, if all public shareholders of the Company
request the Company to conduct a Shares Buyback for all shares owned by the Company's public
shareholders, the total nominal value of all shares repurchased by the Company will not exceed 10.00% of
the Company's issued capital, which is IDR 25,000,000,000.

PROCEDURES FOR PURCHASING SHARES BELONGING TO SHAREHOLDERS OF THE COMPANY
WHO DO NOT APPROVE OF THE PROPOSED MERGER


A. Shareholders whose Shares can be Buyback by the Company

    The shareholders of the Company who are given the opportunity to request that their shares be
    purchased ("Offered Shares") by the Company are shareholders who submit an application to
    purchase shares ("Applicants"), who:
    a. their names are recorded in the Company’s Shareholders Registry on 4 June 2025 at 16.00 WIB
         which is 1 business day before the date of the invitation for the EGMS;
    b. has voted dissenting at the EGMS on the Merger approval agenda (the First Agenda of the
         Company’s EGMS); and
    c. no later than 16.00 WIB on 15 July 2025, have submitted a statement of intention to sell shares
         ("Share Sale Statement Form") to the Company.

    The signed Share Sale Statement Form must be submitted to PT Sinartama Gunita as the Securities
    Administration Bureau (Biro Administrasi Efek or “BAE”) appointed by the Company. Detailed
    instructions for submitting the Share Sale Declaration Form are provided in Section D of this Information
    Disclosure.

    If there is an Applicant who requests his shares be purchased by the Company, but does not fulfill letter
    point (a), (b) and (c) above, then the Applicant has no right to request his shares be purchased by the
    Company.


    Applicants who have shares in scrip form and intend to offer their shares are required to open a
    securities account at a securities company/custodian bank and convert the scrip shares into scripless
    shares by opening a securities sub-account at the securities company/custodian bank by submitting a
    collective share certificate to the BAE appointed by the Company. Share conversion costs will be fully
    borne by the Applicant. Every Applicant who owns scrip shares and intends to convert their shares to
    scripless form is required to ensure that the shares are registered in their name in the Company's
    Shareholders Registry on 4 June 2025 at 16.00 WIB.

B. Harga Saham

   Applications to participate in the Shares Buyback by the Company must be submitted based on the
   terms and conditions stated in these procedures and the Share Sale Statement Form.

   The Shares Buyback will be conducted at a reasonable price, with the Company using a reference
   buyback price of IDR 3,426 per share. This price is determined as the average closing price of daily
   trading on the Indonesia Stock Exchange (“IDX”) over the last 90 (ninety) calendar days preceding the
   approval of the Merger by the Company's Board of Commissioners on 28 April 2025.

C. Period of Shares Buyback

                                Description                                           Schedule
    The period for submitting requests for share purchase ("Shares           3 July 2025 - 15 July 2025 at
    Buyback Period or Shares Blocking Period") through the TEND              16.00 WIB
    instruction via the Corporate Action/CA Election menu option at C-
    BEST by selecting the CASH option so that the shares have the status
    of “Blocked for CA” and submitting the Share Sale Statement Form.

    Estimated date of payment by the Company and delivery of shares          No later than 26 September
    from shareholders who have stated their intention to sell their shares   2025
    ("Payment Date").

    Estimated of effective Merger date.                                      1 October 2025


D. Procedures for Shares Buyback by the Company

   The Procedures for Shares Buyback by the Company is as follows :

   1.   Applicants who intend to sell their shares are required to fill in, sign and complete Share Sale
        Statement    Form     which     can    be    downloaded        on     the   Company's      website
        https://wp.mandalafinance.com/wp-content/uploads/2025/07/Formulir-Pernyataan-Menjual-
        Saham_MFIN_vFin.pdf as of 3 July 2025, until no later than 15 July 2025 at 16.00 WIB . Share
        Sale Statement Form that are not completed in accordance with the requirements as stated in the
        Share Sale Statement Form and these procedures will not be processed and the relevant
        shareholder will not be allowed to participate in the Shares Buyback by the Company. For
        applicants whose shares are being pledged as collateral and/or are in dispute, the person
        concerned cannot participate, unless they can prove that there is no collateral and/or dispute over
        share ownership as proven by valid documentary evidence.

   2.   Applicants who have completed the Share Sale Statement Form must submit the Share Sale
        Statement Form to the designated BAE , namely PT Sinartama Gunita. If the Share Sale Statement
        Form is submitted electronically, such Share Sale Statement Form which has been duly signed
        should be sent to BAE.

   3.   The Share Sale Statement Form must be submitted by the Applicant between 09.00 to 16.00 WIB
        starting after the EGMS until no later than 15 Juli 2025 (”Period of Statement of Intent to Sell
        Shares”). BAE will validate the data as to whether the shareholder is a shareholder who expressed
        disagreement when voting at the EGMS with the agenda on the approval of the proposed Merger.

   4.   Applicants who have submitted the Share Sale Statement Form during the Period of Statement of
        Intent to Sell Shares are required to give instructions to the Securities Company or Custodian Bank
        where the person concerned holds their shares to input TEND instructions via the Corporate

     Action/CA Election menu option in C-BEST by choosing the CASH option during the Shares
     Buyback Period or Shares Blocking Period which starts on 3 July 2025 and ends on 15 July 2025
     at 16.00 WIB or at the time determined by PT Kustodian Sentral Efek Indonesia (”KSEI”). Shares
     that have been designated for this instruction will have the status of Blocked for CA, therefore
     Company shares that have been blocked "Blocked for CA" cannot be assigned or transferred
     until the Payment Date, except in the event of cancellation from the securities company/custodian
     bank created in the name of the Applicant based on the terms and conditions listed in numbers 5
     and 6 below.

5.   At the end of each day during the Shares Buyback Period or Shares Blocking Period, KSEI will
     provide a list of Applicants whose shares have been blocked to the designated securities company,
     namely PT Mandiri Sekuritas (”Designated Securities Company”) and BAE to verify and confirm
     the validity of share ownership Applicant and provide confirmation to KSEI before Payment Date.

6.   After being inspected and declaring the shares entitled to be purchased by the Company (the
     results of the verification, examination and statement entitled by the Company are conclusive and
     binding on the Applicant), BAE will provide confirmation to KSEI and inform the Company to hand
     over the funds for completion of the purchase to KSEI which will be carried out 1 (one) business
     day before the Payment Date, at the latest 14.00 WIB.

     Cancellation of Participation in Shares Buyback: Before the end of and during the Shares
     Buyback Period or Shares Blocking Period, each Applicant who has submitted the Share Sale
     Statement Form, can cancel his or her participation in the Shares Buyback process through the
     Applicant's securities company/custodian bank for the entire or a portion of its shares in
     accordance with the number of votes from shares who expressed disagreement with the agenda
     on the proposed Merger in the EGMS, with written notification via email to designated securities
     company and BAE with a copy to KSEI.

     Applicants who cancel their participation in the Shares Buyback offer must cancel the CASH
     instruction at the TEND event at C-BEST through the Securities Company/Custodian Bank. The
     cancellation instruction will automatically return the Applicant's share position from "Blocked for
     CA" to "Available”.

7.   Payment Date will be carried out no later than 26 September 2025.

     On the date mentioned above, KSEI will transfer or transfer the shares offered for purchase, to the
     securities account of the securities company appointed by the Company (on behalf of the
     Company as the party carrying out the Shares Buyback) at KSEI after carrying out the transfer of
     funds from the Company to the KSEI account in accordance with the fund request letter from KSEI,
     which is 1 (one) business day before the date mentioned above. The payment to the Applicant
     who has met the requirements will be made by the Company through KSEI on the date mentioned
     above. KSEI will make payment of funds to each securities company/custodian bank that manages
     securities accounts in the name of the Applicant that has met the requirements. Next, the securities
     company/custodian bank will make payments to Applicants who have met the requirements. The
     transfer of funds and shares will be carried out on the payment date at the same time as the
     transaction on the IDX.

8.   Payments to securities companies/custodian banks will be made in Rupiah currency after
     deducting commissions, applicable IDX transaction fees, share conversion fees (if any), and all
     applicable tax obligations that must be paid by Applicants who meet the requirements in
     accordance with provisions of applicable laws and regulations.

     Commissions, IDX transaction fees and all applicable taxes, totaling 0.35% (zero point three five
     percent) of the Shares Buyback price, must be borne and must be paid by the Applicant.

9.   Parties Appointed by the Company

     In connection with the implementation of this shares buyback, the Company has appointed the
     following parties:

           Securities Administration Bureau                       Securities Company
                  PT Sinartama Gunita                              PT Mandiri Sekuritas
                   Menara Tekno Lt.7,                     Menara Mandiri 1 Lt. 24 - 25, Jl. Jend.
                 Jl. H. Fachrudin No.19                   Sudirman Kav. 54 - 55, Jakarta 12190,
           Tanah Abang, Jakarta Pusat 10250                             Indonesia
                        Indonesia                               Phone: (+62 21) 526 3445
              Telepon: (+62 21) 3922332                   Email: custody@mandirisekuritas.co.id
           Email: helpdesk1@sinartama.co.id

       This Disclosure of Information was delivered in Jakarta, on 2 July 2025