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20250630_ADMF_Laporan Informasi dan Fakta Material_31909796_lamp1.pdf
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SECOND ADDITIONAL INFORMATION AND/OR AMENDMENTS ON
ANNOUCEMENT OF ABRIDGED MERGER PLAN BETWEEN
PT ADIRA DINAMIKA MULTI FINANCE TBK
AND
PT MANDALA MULTIFINANCE TBK
FOR ANY INTERESTED PARTIES WHO REQUIRE FURTHER INFORMATION REGARDING
ADDITIONAL INFORMATION AND/OR AMENDMENTS ON THIS MERGER PLAN, PLEASE CONTACT
THE MERGER PARTICIPATING COMPANIES SINCE THE DATE OF THE ANNOUNCEMENT UNTIL THE
DATE OF THE GMS TO OBTAIN ADDITIONAL INFORMATION AND/OR AMENDMENTS ON THE
MERGER PLAN AT THE OFFICE OF THE MERGER PARTICIPATING COMPANIES.
PT ADIRA DINAMIKA MULTI FINANCE TBK PT MANDALA MULTIFINANCE TBK
Domiciled in South Jakarta Domiciled in Central of Jakarta
Head Office Head Office
Millennium Centennial Center 53rd, 56th-61st Floor Mandala Finance Building
Jl. Jenderal Sudirman Kav. 25 Jl. Menteng Raya No. 24 A-B
South Jakarta 12920 Central Jakarta 10340
Indonesia Indonesia
Phone (+62 21) 3973-3322 Phone: (+62 21) 2925 9955
Fax: (+62 21) 2992 8200 / 8300 Fax: (+62 21) 2925 9950
Website address: https://www.adira.co.id/ Website address: https://mandalafinance.com
Email: af.corsec@adira.co.id Email: corsec@mandalafinance.com
Main Business Activity: Main Business Activity:
Financing Company Financing Company
THIS ABRIDGED MERGER PLAN IS IMPORTANT FOR ALL STAKEHOLDERS OF THE MERGER
PARTICIPATING COMPANIES TO NOTE, SO THAT STAKEHOLDERS KNOW THE MERGER PLAN OF
THE MERGER PARTICIPATING COMPANIES AND ITS CONSEQUENCES. ESPECIALLY FOR
SHAREHOLDERS, THIS ABRIDGED MERGER PLAN IS IMPORTANT FOR CONSIDERATION IN THE
FRAMEWORK OF DECISION-MAKING AT THE GMS OF EACH MERGER PARTICIPATING COMPANY IN
RESPECT OF THE MERGER PLAN WHERE MFIN WILL MERGE INTO ADMF AS THE SURVIVING
COMPANY. AFTER THE MERGER PLAN IS COMPLETED, ADMF WILL CONTINUE ITS BUSINESS AS
THE SURVIVING COMPANY AND MFIN BE DISSOLVED BY LAW AS A CONSEQUENCE OF THE
MERGER.
THIS MERGER PLAN IS JOINTLY PREPARED BY THE BOARD OF DIRECTORS (“BOD”) OF THE
MERGER PARTICIPATING COMPANIES AND HAS BEEN APPROVED BY THE RESPECTIVE BOARD OF
COMMISSIONERS (“BOC”) OF THE MERGER PARTICIPATING COMPANIES. THIS MERGER PLAN HAS
RECEIVED THE EFFECTIVE MERGER STATEMENT FROM INDONESIAN FINANCIAL SERVICES
AUTHORITY (OTORITAS JASA KEUANGAN or “OJK”) (CAPITAL MARKET) ON 26 JUNE 2025 AND
MERGER APPROVAL FROM OJK (IKNB) ON 30 JUNE 2025. HOWEVER, THIS MERGER PLAN HAS NOT
YET RECEIVED APPROVAL FROM THE EGMS OF EACH MERGER PARTICIPATING COMPANIES.
IN COMPLIANCE WITH THE OJK RULE NO. 30 YEAR 2024 CONCERNING FINANCIAL
CONGLOMERATES AND FINANCIAL CONGLOMERATE HOLDING COMPANIES (“OJK RULE 30/2024”),
PT BANK DANAMON INDONESIA TBK. (“BANK DANAMON”) HAS BEEN APPOINTED AS THE
OPERATIONAL FINANCIAL CONGLOMERATE HOLDING COMPANY (“FHC”) OF MUFG GROUP IN
INDONESIA BY THE CONTROLLING SHAREHOLDER. IN RELATION TO THIS APPOINTMENT, THE
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MERGER BETWEEN PT ADIRA MULTI FINANCE TBK. (“ADMF”) AND PT MANDALA MULTIFINANCE
TBK. (“MFIN”) WILL BE PART OF AND INTEGRATED INTO THE FORMATION PROCESS OF
OPERATIONAL FHC OF MUFG GROUP IN ACCORDANCE WITH OJK RULE 30/2024.
THIS ABRIDGED MERGER PLAN IS PREPARED TO COMPLY WITH AND FULFILL THE PROVISION OF
LAW NO. 40 OF 2007 REGARDING LIMITED LIABILITY COMPANY (AS AMENDED FROM TIME TO
TIME), GOVERNMENT REGULATION NO. 27 OF 1998 ON MERGER, CONSOLIDATION, AND
ACQUISITION OF LIMITED LIABILITY COMPANY, OJK RULE NO. 74/POJK.04/2016 ON BUSINESS
MERGER OR BUSINESS DISSOLUTION OF PUBLIC COMPANIES, AND OJK RULE NO.
47/POJK.05/2020 ON THE BUSINESS LICENSING AND INSTITUTIONAL ASPECT OF FINANCING
COMPANIES AND SHARIA FINANCING COMPANIES (AS AMENDED FROM TIME TO TIME).
THE MERGER SHALL BE CONDUCTED BY TAKING INTO ACCOUNT THE INTERESTS OF EACH
MERGER PARTICIPATING COMPANY, PUBLIC, AND FAIR COMPETITION IN DOING BUSINESS, AND
ENSURE THAT THE RIGHTS OF SHAREHOLDERS AND EMPLOYEES ARE FULFILLED IN
ACCORDANCE WITH APPLICABLE LAWS AND REGULATIONS.
THE DEADLINE FOR THE CREDITORS OF THE MERGER PARTICIPATING COMPANIES FOR FILING
AN OBJECTION BASED ON ARTICLE 127 PARAGRAPH (4) OF THE COMPANY LAW IS WITHIN 14
CALENDAR DAYS AS OF THE ANNOUNCEMENT OF THIS ABRIDGED MERGER PLAN I.E. UP TO 17.00
WESTERN INDONESIAN TIME ON 14 MAY 2025. IF UP TO SUCH DATE, THE CREDITORS OF EACH
MERGER PARTICIPATING COMPANY DO NOT FILE ANY OBJECTION, THEN SUCH CREDITORS WILL
BE DEEMED TO HAVE APPROVED THE MERGER.
THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS OF THE MERGER
PARTICIPATING COMPANIES ARE FULLY RESPONSIBLE FOR THE CORRECTNESS OF ALL
INFORMATION OR MATERIAL FACTS CONTAINED IN THIS MERGER PLAN AND CONFIRM THAT TO
THE BEST OF THEIR KNOWLEDGE, AFTER DUE INQUIRY, THERE ARE NO RELEVANT MATERIAL
INFORMATION OR FACTS WHICH HAVE BEEN PRESENTED WHICH RENDER THE MATERIAL
INFORMATION OF FACTS AS DISCLOSED IN THIS MERGER PLAN TO BE INACCURATE OR
MISLEADING.
IF YOU HAVE DIFFICULTY UNDERSTANDING THIS ABRIDGED MERGER PLAN OR ANY CONFUSION
IN MAKING A DECISION, YOU ARE ADVISED TO CONSULT WITH A PROFESSIONAL ADVISORY.
SECOND ADDITIONAL INFORMATION AND/OR AMENDMENTS ON THIS ABRIDGED MERGER PLAN IS
PUBLISHED ON 30 JUNE 2025 AND FORMS AN INTEGRAL PART OF THE ABRIDGED MERGER PLAN
ISSUED ON 30 APRIL 2025 AND ADDITIONAL INFORMATION AND/OR AMENDMENTS ON THIS
ABRIDGED MERGER PLAN PUBLISHED ON 25 JUNE 2025.
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DEFINITIONS AND ABBREVIATIONS
Abridged Merger Plan : Abridged Merger Plan dated 30 April 2025, which was announced in the
national daily newspapers i.e. Investor Daily and Bisnis Indonesia on 30 April
2025, as amended from time to time.
ADMF : PT Adira Dinamika Multi Finance Tbk., a public listed company established
under Indonesian law and domiciled in South Jakarta.
Affiliated Transaction : Affiliate transaction as defined in OJK Rule 42/2020.
AOA : Articles of Association as stipulated under the Company Law.
Bank Danamon : PT Bank Danamon Indonesia Tbk., a public listed company established under
Indonesian law and domiciled in South Jakarta.
Business Day : a day (excluding Saturday, Sunday, and public holidays) on which banks are
generally open in Indonesia for the transaction of normal banking business.
Capital Market Law : Law No. 8 of 1995 on Capital Market, as partially amended by Job Creation
Law.
Company Law : Law No. 40 of 2007 on Limited Liability Companies, as partially amended by
Job Creation Law.
Deed of Merger : A deed of Merger made before a notary in the Indonesian language and which
concept of the deed must obtain EGMS approval from each Merger
Participating Company.
Dissolving Company : A limited liability company which will be dissolved due to the Merger, which in
this case is MFIN .
DJP : Directorate General of Taxes, Ministry of Finance of the Republic of Indonesia
EGMS : Extraordinary General Meeting of Shareholders.
Employment Law : Law No. 13 of 2003 on Employment, as partially amended by Job Creation
Law.
Fairness Opinion Fairness opinion prepared by KJPP that is intended to provide an overview of
the fairness of the Merger from a financial aspect and to comply with
applicable provisions, namely OJK Rule 42/2020 and OJK Rule 74/2016.
Financial Services : An independent state institution that has functions, duties, and regulatory,
Authority or OJK supervision, examination, and investigation authority as referred to in the law
regarding financial services authority.
GMS General Meeting of Shareholders as regulated in the Company Law and OJK
Rule 15/2020.
GR 27/1998 : Government Regulation No. 27 of 1998 on the Merger, Dissolution, and
Acquisition of Limited Liability Companies.
GR 57/2010 : Government Regulation No. 57 of 2010 on Merger or Amalgamation of
Business Entities and Acquisition of Company’s Shares Resulting in
Monopoly Practice and Unfair Business Competition.
GR 34/2016 Government Regulation No. 34 of 2016 concerning Income Tax on Income
from Transfer of Rights to Land and/or Buildings.
GR 35/2021 : Government Regulation No. 35 of 2021 on Certain Time Work Agreements,
Outsourcing, Working Time and Rest Time, and Termination of Employment.
IDR : Indonesian Rupiah
IDX or Stock Exchange : Market operators in the capital market for stock exchange transactions as
intended in Article 1 number (4) of the Capital Market Law, which in this case
is PT Bursa Efek Indonesia, domiciled in South Jakarta, or its successors and
recipients of rights and obligations.
IDX Regulation No. I-A : IDX Regulation No. I-A concerning the Listing of Shares and Equity Securities
Other Than Shares Issued by Listed Companies.
IDX Regulation No. I-G : Decision of the Board of Directors of BEI No. Kep-001/BEJ/01/2000
concerning Regulations for the Registration of Securities Number I-G
concerning Business Mergers or Business Amalgamations.
Income Tax Law : Law No. 7 of 1983 concerning Income Tax, as amended, most recently by the
Job Creation Law.
Job Creation Law : Law No. 6 of 2023 on the Enactment of Government Regulation In Lieu of
Law No. 2 of 2022 on Job Creation Law.
KJPP : Public Appraisal Services Office registered as a capital market supporting
profession at OJK.
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KPPU : The Indonesian Business Competition Supervisory Commission.
KPPU Rule 3/2023 : KPPU Regulation No. 3 of 2023 regarding Assessment of Merger or
Amalgamation, or Acquisition of Company’s Shares and/or Assets Which May
Result in in Monopoly Practice and/or Unfair Business Competition.
Merger : Merger between ADMF and MFIN, whereby ADMF shall be the Surviving
Company and MFIN shall be the Dissolving Company.
Merger Effective Date : The date on which the Merger becomes effective, which is estimated to take
place on 1 October 2025 or any other date agreed by the Merger Participating
Companies.
Merger Participating : ADMF and MFIN.
Company
Merger Plan : The joint merger plan jointly prepared by the BOD of the Merger Participating
Companies as amended over time, which has been approved by the
respective BOC of the Merger Participating Companies on 28 April 2025.
MFIN : PT Mandala Multifinance Tbk., a public listed company established under
Indonesian law and domiciled in Central Jakarta.
MOL : Minister of Law of the Republic of Indonesia (previously known as Ministry of
Justice of the Republic of Indonesia or Minister of Law and Human Rights of
the Republic of Indonesia).
MUFG : MUFG Bank Ltd.
OJK Capital Market : OJK Supervisory of Capital Market, Derivatives Finance and Carbon
Exchange.
OJK Circular Letter : OJK Circular Letter No. 20/SEOJK.06/2023 on Electronic Applications for
20/2023 Licensing, Approval and Reporting for Financing Companies and Sharia
Financing Companies.
OJK Circular Letter : OJK Circular Letter No. 22/SEOJK.06/2024 on Fit-and-Proper Test for Key
22/2024 Persons of Financing Company, Venture Capital Company, Micro Financial
Institution, and Other Financial Services Institutions.
OJK IKNB : OJK Supervisory of Financing Institution, Venture Capital Company, Micro
Finance Institution, and Other Financial Services Institution.
FHC : The Financial Holding Company as referred to in OJK Rule 30/2024.
FHC Restructuring : The restructuring of share ownership in connection with the appointment of
Bank Danamon as the FHC of the MUFG group in Indonesia pursuant to the
OJK Rule 30/2024.
OJK Rule 27/2016 : OJK Rule No. 27/POJK.03/2016 Fit-and-Proper Test for Key Persons in
Financial Service Institutions (as amended).
OJK Rule 74/2016 : OJK Rule No. 74/POJK.04/2016 on Business Merger or Dissolution of Public
Companies, as partially amended by OJK Rule No. 58/POJK.04/2017 on the
Electronic Submission of Registration Statement or Submission of Corporate
Action.
OJK Rule 9/2018 : OJK Rule No. 9/POJK.04/2018 on the Takeover of Public Companies.
OJK Rule 15/2020 : OJK Rule No. 15/POJK.04/2020 on the Plan and Implementation of the
General Meeting of Shareholders of Public Companies.
OJK Rule 27/2020 : OJK Rule No. 27/POJK.04/2020 on the Bonus Share.
OJK Rule 35/2020 OJK Rule No. 35/POJK.04/2020 concerning the Assessment and
Presentation of Business Assessment Reports in the Capital Market.
OJK Rule 42/2020 : OJK Rule No. 42/POJK.04/2020 on Affiliate Transactions and Conflict of
Interest Transactions.
OJK Rule 47/2020 : OJK Rule No. 47/POJK.05/2020 Business Licensing and Institutional Aspects
of Financing Companies and Sharia Financing Companies, as partially
amended by OJK Rule 46/2024.
OJK Rule 29/2023 : OJK Rule No. 29 of 2023 regarding the Buyback of Shares Issued by a Public
Company.
OJK Rule 30/2024 : OJK Rule No. 30 of 2024 on Financial Conglomerate and Financial
Conglomerate Holding Companies
OJK Rule 46/2024 : OJK Rule No. 46 of 2024 on the Development and Strengthening of Financing
Companies, Infrastructure Financing Companies, and Venture Capital
Companies.
Personal Data : Law No. 27 of 2022 on Personal Data Protection.
Protection Law
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PMK-81 : Regulation of the Minister of Finance No. 81 of 2024 Concerning Tax
Provisions in the Framework of Implementing the Core Tax Administration
System.
State Gazette : State Gazette of the Republic of Indonesia.
Surviving Company : A limited liability company which at the time of the Merger Effective Date will
continue to exist as the surviving company, which in this case is ADMF.
VAT Law : Law No. 8 of 1983 concerning Value Added Tax on Goods and Services and
Sales Tax on Luxury Goods as last amended by the Job Creation Law.
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I. INFORMATION REGARDING EACH MERGER PARTICIPATING COMPANY
A. ADMF
1. BRIEF HISTORY
ADMF is a public limited company established under the law and regulation of the Republic of
Indonesia under the name of PT Adira Dinamika Multi Finance, and having its domicile in South
Jakarta. ADMF was established by virtue of Deed of Establishment No. 131 dated 13 November
1990, made before Misahardi Wilamarta, S.H., Notary in Jakarta, which has obtained ratification of
MOL based on Decision Letter No. C2-19.HT.01.01. TH.91 dated 8 January 1991, has been
registered in South Jakarta District Court under No. 34/Not.1991/ PN.JKT.SEL, dated 14 January
1991, and has been announced in State Gazette No. 12 dated 8 February 1991, Supplement No.
421 (hereinafter referred to as "Deed of Establishment of ADMF").
The AOA of ADMF under the Deed of Establishment of ADMF has been amended several times,
most recently by the Deed of Extraordinary General Meeting of Shareholders Resolutions No. 40,
dated 15 October 2021, made before Mala Mukti, SH, LLM, Notary in Jakarta, which has been
notified to the MOL as stated in the Notification Receipt on the Amendment to Articles of Association
No. AHU-AH.01.03-0465665 dated 27 October 2021, and has been registered at the Company
Registration held by the MOL under No. AHU-0186926.AH.01.11 Tahun 2021 dated 27 October
2021.
ADMF's head office is located at Millennium Centennial Center 53rd, 56th-61st Floor, Jl. Jenderal
Sudirman Kav. 25, South Jakarta 12920, Indonesia.
2. CAPITAL STRUCTURE AND SHAREHOLDING COMPOSITION
Based on (i) Deed of Statement of Shareholders Resolutions No. 13, dated 26 January 2004, made
before Fathiah Helmi, SH, LLM, Notary in Jakarta, which has obtained the approval of the MOL
based on Decree No. C-02207 HT.01.04. TH.2004 dated 29 January 2004 and has been notified
to the MOL as stated in the Notification Receipt on the Deed of Amendment to the Articles of
Association No. C-02208 HT.01.04.TH.2004 dated 29 January 2004, all of which have been
registered in the Company Register under No. 112 RUB.09.03/II/2004 dated 6 February 2004, and
has been announced in State Gazette No. 16 dated 24 February 2004, Supplement No. 1990, and
(ii) ADMF’s Shareholders Registry as per 31 March 2025 issued by PT Adimitra Jasa Korpora as
the Share Registrar appointed by ADMF, the capital structure and shareholding composition of
ADMF are as follows:
Share Nominal Value @ IDR 100 per share
Description
Number of Shares Nominal Value %
Authorized Capital 4,000,000,000 400,000,000,000
Issued and Paid-up Capital
- Bank Danamon 920,700,000 92,070,000,000 92.07
- PT Zurich Asuransi Indonesia Tbk 4,204,800 420,480,000 0.42
- Public* 75,095,200 7,509,520,000 7.51
Total Issued and Paid-up Capital 1,000,000,000 100,000,000,000 100.00
Shares in Portfolio 3,000,000,000 300,000,000,000
*a combination of ADMF's shareholders who have share ownership of less than 5% (five percent) of the total
issued and paid-up capital of ADMF.
3. MANAGEMENT AND SUPERVISION
a. Members of BOD and BOC
Based on the Deed of Resolution of the Annual General Meeting of Shareholders of No. 99
dated 27 March 2024, made before Mala Mukti, SH, LLM, Notary in Jakarta which has been
notified to the MOL as stated in the Notification Receipt on the Amendment to the Company
Data No. AHU-AH.01.09-0140556, dated 5 April 2024 and has been registered in the
Company Register at the MOL under No. AHU-0071641.AH.01.11.Tahun 2024 dated 5 April
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2024 (“Deed No. 99/2024”) jo. the Deed of Resolution of the Annual General Meeting of
Shareholders of No. 117 dated 26 July 2024, made before Mala Mukti, SH, LLM, Notary in
Jakarta, which has been notified to the MOL as stated in the Notification Receipt on the
Amendment to the Company Data No. AHU-AH.01.09-0233796, dated 31 July 2024 and has
been registered in the Company Register at the MOL under No. AHU-
0157578.AH.01.11.TAHUN 2024 dated 31 July 2024 (“Deed No. 117/2024”) jo. the Deed of
Resolution of the Annual General Meeting of Shareholders of No. 127 dated 25 March 2025,
made before Mala Mukti, SH, LLM, Notary in Jakarta which has been notified to the MOL as
stated in the Notification Receipt on the Amendment to the Company Data No. AHU-
AH.01.09-0173765, dated 27 March 2025 and has been registered in the Company Register
at the MOL under No. AHU-0074462.AH.01.11.TAHUN 2025 dated 27 March 2025, the
current members of BOD and BOC of ADMF are as follows:
BOD
No. Position Name
1 President Director I Dewa Made Susila
2 Director Swandajani Gunadi
3 Director Niko Kurniawan Bonggowarsito
4 Director Harry Latif
5 Director Denny Riza Farib
6 Director Sylvanus Gani Kukuh Mendrofa
7 Director Takanori Mizuno
8 Director Sigit Hendra Gunawan
9 Director Ricky Gunawan*
*Effective after passing the fit and proper test from OJK.
BOC
No. Position Name
1 President Commissioner Daisuke Ejima
2 Independent Commissioner Krisna Wijaya
3 Independent Commissioner Manggi Taruna Habir
4 Commissioner Congsin Congcar
5 Commissioner Honggo Widjojo Kangmasto*
*Effective after passing the fit and proper test from OJK.
b. Sharia Supervisory Board
Based on Deed No. 99/2024, ADMF's Sharia Supervisory Board is as follows:
No. Position Name
1 Chairman Fathurrahman Djamil
2 Member Noor Ahmad
3 Member Rini Fatma Kartika
4. BUSINESS ACTIVITIES
Based on Article 3 of ADMF's AOA, the objective and purpose of ADMF is to engage in the financing
company and sharia financing company which is sharia business unit. To achieve these aims and
purposes, ADMF may carry out the following main business activities:
a) Financing Company Activities, covering the following:
- Investment Financing.
- Working Capital Financing.
- Multipurpose Financing.
- Other financing business activities based on approval from OJK.
- Operating lease and/or fee-based services to the extent that it is not contrary to the
provisions of laws and regulations in the financial services sector.
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b) Sharia Business Unit Activities, covering the following:
- Sale-and-Purchase Financing.
- Investment Financing.
- Services Financing.
ADMF obtained its conventional financing business license from the Ministry of Finance based on
Letter of Decree of Ministry of Finance No. 253/KMK.013/1991 dated 4 March 1991 on the Granting
of Business License as Financing Company to PT Adira Dinamika Multi Finance, which valid as
long as ADMF carries out business activities as a financing company.
ADMF obtained its sharia financing business license from OJK based on OJK Decree No. KEP-
172/NB.223/2015 dated 24 June 2015 on the Granting of Permit to Open Sharia Business Unit of
Financing Company to PT Adira Dinamika Multi Finance, which valid as long as ADMF carries out
sharia business unit activities.
As of 31 May 2025, ADMF has 189 conventional branch offices, 43 sharia unit branch offices, 213
offices other than branch office, and 67 offices other than sharia unit branch office.
5. SHARES PARTICIPATION OF ADMF
As per the date of additional information and/or amendments on this merger plan, ADMF has shares
participation in the following companies:
a. PT Home Credit Indonesia (“HCI”) of 59 shares, or equivalent to 9.82% of the issued and
fully paid capital in HCI.
b. MFIN of 500.026.548 shares, or equivalent to 10% of the issued and fully paid capital in
MFIN. The total investment of ADMF in MFIN amounts to 500,026,548 shares includes the
implementation of an increase in MFIN's issued and paid-up capital to at least IDR
250,000,000,000 as required by Article 72 paragraph (1) of OJK Rule 47/2020. This follows
the acquisition of MFIN shares by MUFG and MUFG's mandatory tender offering in 2024,
resulting in MUFG holding 89.26% of MFIN's shares. The increase in MFIN's issued and
paid-up capital was achieved by distributing a total of 2,323,112,128 bonus shares with a
nominal value of IDR 50 per share to all MFIN shareholders. This was derived from the
capitalization of additional paid-in capital (share premium) amounting to IDR
116,155,606,400, as regulated in OJK Rule 27/2020.
B. MFIN
1. BRIEF HISTORY
MFIN is a public limited company established under the law and regulation of the Republic of
Indonesia under the name of PT Vidya Cipta Leasing Corporation and having its domicile in Central
Jakarta. MFIN was established by virtue of Deed of Establishment No. 147, dated 13 August 1983,
made before Joenoes Enoeng Maogimon, S.H., Notary in Jakarta, which has obtained ratification
of the MOL based on Decision Letter No. 02-6783.HT.01.01.TH.83, dated 15 October 1983, which
has been registered in Central Jakarta District Court under No. 4072/1983, No. 4073/1983, No.
4074/1983 dated 21 October 1983, and has been announced in State Gazette No. 63 dated 8
August 1989, Supplement No. 1526 (hereinafter referred to as "Deed of Establishment of MFIN").
The AOA under the Deed of Establishment of MFIN has been amended several times, most recently
by the Deed of Extraordinary General Meeting of Shareholders Resolutions No. 91, dated 21
February 2025, made before Mala Mukti, SH, Notary in Jakarta, which has been notified to the
MOL as stated in Letter of Notification Receipt on the Amendment to Company Data No. AHU-
AH.01.09-0150094 dated 18 March 2025, and has been registered at the Company Registration
held by the MOL under No. AHU-0064642.AH.01.11.TAHUN 2025 dated 18 March 2025 (“Deed
No. 91/2025”) jo. Deed of Annual General Meeting of Shareholders Resolutions No. 75, dated 28
May 2025, made before Mala Mukti, SH, Notary in Jakarta, which has been notified to the MOL as
stated in Letter of Notification Receipt on the Amendment to Company Data No. AHU-AH.01.03-
0148580 dated 28 May 2025, and has been registered at the Company Registration held by the
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MOL under No. AHU-0120664.AH.01.11.TAHUN 2025 dated 28 May 2025 (“Deed No. 75/2025”).
Based on Deed No. 91/2025 jo. Deed No. 75/2025, MFIN’s shareholders have approved
amendments to MFIN’s AOA in relation to the increase of issued and paid-up capital of MFIN due
to the issuance of shares bonus and restatement of Articles of Association of MFIN.
MFIN's head office is located at Mandala Finance Building, Jl. Menteng Raya No. 24 A-B, Central
Jakarta 10340, Indonesia.
2. CAPITAL STRUCTURE AND SHAREHOLDING COMPOSITION
Based on (i) Deed No. 91/2025 jo. Deed No. 75/2025, and (ii) MFIN’s Shareholders Registry as per
31 May 2025 issued by PT Sinartama Gunita as the Share Registrar appointed by MFIN, the capital
structure and shareholding composition of MFIN are as follows:
Share Nominal Value @ IDR 50 per share
Description
Number of Shares Nominal Value %
Authorized Capital 8,000,000,000 400,000,000,000
Issued and Paid-up Capital
- MUFG 4.462.989.914 223.149.495.700 89,26
- ADMF 500.026.548 25.001.327.400 10,00
- Public* 36.983.538 1.849.176.900 0,74
Total Issued and Paid-up Capital 5.000.000.000 250.000.000.000 100,00
Shares in Portfolio 3.000.000.000 150.000.000.000
*a combination of MFIN's shareholders who have share ownership of less than 5% (five percent) of the total
issued and paid-up capital of MFIN.
The capital structure and shareholder composition of MFIN above have incorporated the results of
the implementation of the increase in issued and paid-up capital of MFIN to at least Rp
250,000,000,000 (two hundred and fifty billion Rupiah) as required by the provisions of Article 72
paragraph (1) of OJK Rule 47/2020 in connection with the acquisition of MFIN shares by MUFG,
and the implementation of the Mandatory Tender Offer obligation by MUFG in 2024 which resulted
in MUFG holding 89.26% of MFIN shares. The increase in issued and paid-up capital of MFIN has
been carried out by distributing a total of 2,323,112,128 bonus shares with a nominal value of Rp50
(fifty Rupiah) per share to all MFIN shareholders originating from the capitalization of additional
paid-in capital (agio saham) of MFIN amounting to Rp 116,155,606,400 (one hundred sixteen billion
one hundred fifty-five million six hundred six thousand four hundred Rupiah) ("Bonus Shares") as
regulated in OJK Rule 27/2020 concerning Bonus Shares, which has been completed based on
the execution schedule as follows:
Activities Timeline
Annual GMS to approve Bonus Share distribution 17 April 2025
Announcement of Summary of Minutes of EGMS results and schedule and 22 April 2025
procedures for Bonus Share distribution
Cum Bonus Shares in Regular and Negotiated Market 28 April 2025
Ex Bonus Shares in Regular and Negotiated Market 29 April 2025
Cum Bonus Shares in Cash Market 30 April 2025
Recording date who are entitled to receive Bonus Shares 30 April 2025
Ex Bonus Shares in Cash Market 2 May 2025
Application for listing of additional shares originating from Bonus Shares 14 May 2025
Bonus Share Distribution 22 May 2025
Listing of additional shares on the IDX 23 May 2025
Submission of the deed of amendment of MFIN’s AOA regarding the increase 2 June 2025
of issued and paid-up capital of MFIN to MOL
Obtainment of MOL approval on the amendment of MFIN’s AOA regarding the 2 June 2025
increase of issued and paid-up capital of MFIN
Submission of the audit results of the Bonus Share distribution report that has 3 June 2025
been examined by a Public Accountant to the OJK Capital Market
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Submission of the report on the completion of Bonus Share distribution along 5 June 2025
with the MFIN's financial report as per 31 May 2025 signed by the BOD
evidencing the increase in MFIN's capital due to the distribution of Bonus
Shares
Estimated date of the recording of changes in MFIN shareholder in OJK IKNB 12 June 2025
system.
3. MANAGEMENT AND SUPERVISION
a. Members of BOD and BOC
Based on (i) the Deed of Minutes of Meeting of the Extraordinary General Meeting of
Shareholders of No. 14 dated 13 February 2024, made before Leolin Jayayanti, SH, MH,
Notary in Jakarta, and (ii) the Deed of Resolution of the General Meeting of Shareholders of
No. 41 dated 25 September 2024, made before Leolin Jayayanti, SH, MH, Notary in Jakarta
which has been notified to the MOL as stated in the Notification Receipt on the Amendment
to the Company Data No. AHU-AH.01.09-0255967, dated 25 September 2024 and has been
registered in the Company Register at the MOL under No. AHU-0205047.AH.01.11TAHUN
2024 dated 26 September 2024, (iii) Deed No. 91/2025, (iv) Resume of GMS of MFIN No.
054/Srt/IV/2025 dated 17 April 2025 issued by Mala Mukti SH, LLM, Notary in Jakarta, the
current members of BOD and BOC of MFIN are as follows:
BOD
No. Position Name
1 President Director Danny Hendarko*
2 Director Christel Lasmana
3 Director Sandy Susanto
4 Director Frederick Nathanael
5 Director Roberto AK Un
* Effective after passing the fit and proper test from OJK. Before the obtainment of the OJK approval on fit and
proper test as President Director, Mr. Danny Hendarko will hold position as Director of MFIN based on Decree of
Board of Commissioners of OJK No. KEP-46/PL.02/2024 dated 7 February 2024.
BOC
No. Position Name
1 President Commissioner Niko Kurniawan Bonggowarsito
2 Commissioner Takanori Mizuno
3 Independent Commissioner Rizal Bambang Prasetijo
b. Sharia Supervisory Board
MFIN's Sharia Supervisory Board is as follows:
No. Name
1 Saptono Budi Satryo
4. BUSINESS ACTIVITIES
Based on Article 3 of MFIN's AOA, the objective and purpose of MFIN is to engage in the
financing company and sharia financing company which is sharia business unit. To achieve
these objective and purpose, MFIN may carry out the following main business activities:
a. Financing Company Activities, covering the following:
- Investment Financing
- Working Capital Financing
- Multipurpose Financing
- Other financing business activities based on approval from OJK.
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- Operating lease and/or fee-based services to the extent that it is not contrary to
the provisions of laws and regulations in the financial services sector
b. Sharia Business Unit Activities, covering the following:
- Sale-and-Purchase Financing;
- Investment Financing; and/or
- Services Financing.
MFIN obtained its conventional financing business license from the Ministry of Finance based
on Letter of Decree of Ministry of Finance No. 323/KMK.017/1997 dated 21 Juli 1997
regarding the Amendment of Decree of Ministry of Finance No. KEP-002/KM.11/1984 dated
6 January 1984 on the Granting of Business License as Financing Company to PT Mandala
Multifinance Tbk (previously known as PT Vidya Cipta Leasing Corporation) as lastly
extended by Letter of Decree of Ministry of Finance No. Kep-133/KM.13/1988 tanggal 18
July 1988, which applies as long as MFIN carries out business activities as a financing
company.
MFIN obtained its sharia financing business license from OJK based on OJK Decree No.
Kep-125/NB.223/2015 dated 9 June 2015 on the Granting of Permit to Open Sharia Business
Unit of Financing Company to PT Mandala Multifinance Tbk, which applies as long as ADMF
carries out sharia business unit business activities.
As of 31 May 2025, MFIN has 194 conventional branch offices, 60 conventional and sharia
branch offices, 14 sharia unit branch offices, and 2 offices other than sharia unit branch office.
II. DESCRIPTION ON THE MERGER
A. BACKGROUND AND PURPOSE OF THE MERGER
1. RESTRUCTURING OF FHC
In compliance with the OJK Rule 30/2024, Bank Danamon has been appointed as the Operational
FHC of MUFG Group in Indonesia by the Controlling Shareholder. In relation to this appointment,
the Merger between ADMF and MFIN will be part of and integrated into the formation process of
Operational FHC of MUFG Group in accordance with OJK Rule 30/2024. On 28 April 2025, Bank
Danamon submitted an application for OJK's approval to become the Operational FHC for the
MUFG Group in Indonesia, and as of now, the approval application is under review by OJK. In
accordance with the provisions of OJK Rule 30/2024, Article 17 Paragraph (2), OJK will provide
approval or rejection no later than 60 (sixty) working days after the complete submission documents
for the establishment of the FHC are received.
2. ADMF
The merger between ADMF and MFIN is a strategic initiative aimed at strengthening ADMF’s
market position in Indonesia’s automotive financing industry as the Surviving Company, particularly
in East Indonesia. As one of the leading financing companies, ADMF continues to seek
opportunities to enhance its service offerings, operational efficiencies, and customer reach. MFIN,
with its strong regional presence and customer base, brings valuable expertise, distribution
channels, and operational synergies that complement ADMF’s strengths.
The merger is driven by several strategic objectives, including:
1. Enhancing Service and Customer Experience – By integrating MFIN’s strengths, ADMF can
provide a wider range of financing solutions, improved customer service, and greater
accessibility, ensuring continuity and reliability for both existing and new customers.
2. Expanding Market Reach and Business Growth – The Merger allows ADMF to expand into
new geographic areas and customer segments, leveraging MFIN’s established presence
while reinforcing its leadership in the automotive financing sector.
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3. Driving Innovation and Digital Transformation – Through the combined expertise in
analytics, digital platforms, and customer engagement, ADMF will accelerate the
development of innovative financing solutions such as supply chain financing, Small-
Medium Enterprises financing solutions, and digital lending to support a broader spectrum
of businesses and consumers.
4. Optimizing Operational and Cost Efficiencies – The Merger integration will unlock
operational efficiencies by streamlining processes, optimizing branch and agent networks,
and leveraging shared resources, ultimately reducing costs and improving profitability.
5. Ensuring Business Continuity and Regulatory Compliance – ADMF is committed to a
smooth transition by proactively mitigating risks related to customer loss, strategic
misalignment, operational disruptions, and compliance requirements set by OJK and other
regulatory bodies. The Merger Team is responsible for ensuring that integration activities for
the purpose of the Merger are executed accurately, efficiently, and within regulatory
timelines.
3. MFIN
The merger between MFIN and ADMF represents a strategic move to create a stronger, more
resilient financing company that can better serve the needs of customers and stakeholders in
Indonesia’s automotive financing industry. As a company with a strong regional presence and
established customer relationships, MFIN has played a key role in providing accessible and tailored
financing solutions. Moreover, the scaling up of operations and enhancing service capabilities has
become essential due to evolving market demands with technological advancements, increasing
competition, and regulatory changes.
The merger is intended to secure the long-term value and sustainability of MFIN’s business while
providing significant benefits to all stakeholders, including:
1. Ensuring Business Continuity and Customer Retention – By integrating into ADMF, MFIN’s
existing customers will continue to receive reliable and high-quality financing solutions, with
added benefits such as expanded service offerings, digital innovations, and a stronger
financial foundation. The transition will be carefully managed to minimize disruptions and
maintain customer trust.
2. Preserving and Enhancing MFIN’s Strengths – While MFIN will be merged into ADMF, its
regional market expertise, branch network, and customer relationships will continue to be
utilized to support ADMF’s growth strategy. The Merger aims to retain key talent, operational
best practices, and valuable customer insights to maximize synergies.
3. Expanding Growth Opportunities for Customers and Employees – Through this Merger,
MFIN’s customers will gain access to a broader range of financing products, including
innovative digital solutions and expanded financial services. Employees will also benefit
from enhanced career growth opportunities as part of a larger organization with a strong
market presence.
4. Leveraging Digital and Operational Efficiencies – MFIN’s integration into ADMF for the
purpose of the Merger allows for technology-driven enhancements in financing processes,
risk management, and customer engagement. This transition will improve service efficiency,
expand digital access, and create a more seamless customer experience.
5. Strengthening Regulatory Compliance and Market Position – As part of ADMF, MFIN can
enhance the Good Corporate Governance and risk management frameworks, ensuring
regulatory adherence while positioning the Surviving Company as a leading force in
Indonesia’s financing industry.
B. BENEFITS AND RISKS OF THE MERGER
1. BENEFITS OF THE MERGER
Expands Customer Base and Strengthens Market Presence
The merger creates new opportunities to expand the customer base by consolidating customer
data from the Merger Participating Companies. With a more comprehensive customer database,
the Surviving Company can enhance customer segmentation, improve personalized offerings, and
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develop more targeted financing solutions. Additionally, a larger and more diverse customer base
strengthens brand presence, allowing the Surviving Company to establish a stronger foothold in
key markets while unlocking new cross-selling opportunities.
Establish New Business Partnerships and Growth Potential
By integrating networks and resources, the Merger will expand business partnerships, allowing the
Surviving Company to maximize synergies and establish new collaboration opportunities. The
strengthened partnership ecosystem will enhance connectivity, facilitate mutually beneficial
business relationships, and create added value for both customers and stakeholders.
Enhances Risk Management for a More Resilient Business
The Merger integrates complementary risk management frameworks, enabling the adoption of a
more robust, standardized approach to portfolio management, loan approval, and governance. By
integrating best practices from the Merger Participating Companies, the Surviving Company can
minimize financial risks, enhance regulatory compliance, and ensure sustainable profitability.
Maximizes Knowledge Transfer and Employee Development
The Merger facilitates valuable knowledge transfer and skill development within the organization,
creating opportunities for employees of the Merger Participating Companies to expand their
expertise, improve productivity, and enhance operational efficiency. The integration of best
practices and industry insights from the Merger Participating Companies strengthens overall
workforce capabilities, positioning ADMF for long-term success with a strong collaboration with
MFIN.
Optimizes Branch Integration for Greater Efficiency and Reach
The integration of key branches from the Merger Participating Companies helps preserve strategic
locations, ensuring continued service to critical and underserved customer segments while
preserving MFIN’s unique capabilities and position in Indonesia. Additionally, the Merger enables
the synergy and optimization of Information Technology infrastructure and operational resources,
improving cost efficiency and service delivery across branch networks.
Strengthens Agent Network for Higher Performance and Coverage
By integrating the agent networks of the Merger Participating Companies, the Merger enhances
customer outreach, expands market coverage, and drives higher performance in loan distribution.
Knowledge-transfer initiatives will further improve agent expertise and productivity, ensuring that
the Surviving Company maintains a strong, efficient, and well-equipped sales force to meet market
demands.
2. POTENTIAL RISKS ON THE MERGER AND MITIGATION
Operational Risk
The Merger requires the alignment and integration of operational processes, information
technology systems, and human resource functions to ensure seamless financing operations that
continue to serve customers and stakeholders while complying with regulatory requirements, both
during transition period and post-Merger period. If managed effectively, the Merger presents
opportunities to improve strategy, enhance the business model, and expand market share.
However, inadequate management could lead to operational risks, including disruptions in
Information Technology systems, disruptions in processes and data, human resource challenges,
and heightened exposure to external vulnerabilities such as third-party (vendor) risks, all of which
could impact the success of the Merger.
To mitigate these risks, the Merger Participating Companies must establish and optimize synergy
efforts to anticipate and minimize disruptions to customer service, business continuity, and
operations while ensuring compliance with OJK and other regulatory authorities. As part of this
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effort, the Merger Participating Companies have formed an Integration Management Office (“IMO”),
responsible for identifying key integration areas, detailing integration activities with assigned
responsibilities and deadlines, and overseeing their accurate, thorough, and timely execution.
Additionally, the team is tasked with minimizing the costs and risks associated with the integration
process for the purpose of the Merger.
Reputational Risk
The Merger process carries the potential for reputational risk if it is not clearly communicated and
strategically managed. A lack of transparency and planning could lead to uncertainty among
stakeholders, including customers, business partners, regulators, and employees. This uncertainty
may decrease trust in the Merger Participating Companies, potentially resulting in customer
attrition, weakened relationships with business partners, and increased regulatory scrutiny.
Additionally, concerns over service continuity, integration challenges, and perceived instability
could impact the Merger Participating Companies’ market position and brand perception.
To mitigate this risk, the Merger Participating Companies will implement a coordinated
communication strategy to proactively inform all stakeholders about the Merger. This includes
ensuring that customers, business partners, and regulators receive timely and accurate information
regarding the benefits of the Merger, particularly how it will enhance customer service and
operational capabilities. These benefits include an expanded range of financing solutions, greater
accessibility through combined resources, and the financial strength of ADMF as the Surviving
Company. By maintaining transparent and consistent communication, the Merger Participating
Companies aim to reinforce stakeholder confidence, ensuring a smooth transition while preserving
trust and loyalty.
Strategic Risk
Strategic risk arises from ineffective strategy formulation or execution, leading to potential losses
for ADMF. Strategic risk may materialize if the integration process does not proceed as planned.
This could include delays in realizing synergies, misalignment of business strategies post-Merger,
or a decline in ADMF’s overall performance following integration. If not managed properly, these
risks could weaken ADMF’s competitive positioning, hinder operational efficiencies, and impact
financial performance, ultimately preventing the merger from achieving its intended objectives.
To mitigate strategic risk and ensure that the Merger aligns with the company’s long-term business
direction, ADMF implements a structured approach to strategic risk management, including:
1. Comprehensive Planning and Clear Communication – Developing a detailed integration
roadmap and ensuring that all relevant stakeholders, including employees, management,
regulators, and business partners, are aligned on the strategic vision. Effective
coordination and communication will help prevent misunderstandings and ensure each
party understands their role in the integration process.
2. Regular Monitoring and Adjustments – Conducting periodic evaluations of the integration
process to identify any unforeseen challenges early. By proactively addressing issues,
ADMF can implement timely solutions to prevent disruptions, maintain strategic alignment,
and ensure a smooth transition.
By maintaining a disciplined approach in managing strategic risk, ADMF aims to maximize the
Merger’s value, enhance operational synergies, and sustain long-term growth while minimizing
disruptions.
Compliance and Legal Risk
In order to plan and implement the Merger, both ADMF and MFIN must ensure compliance with all
applicable laws and regulations so that the Merger process can obtain approval from OJK Capital
Market, OJK IKNB, IDX, and ADMF and MFIN’s shareholders.
The Merger process can be delayed if the following approvals are not obtained on a timely basis:
(a) Effective merger statement from OJK Capital Market;
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(b) Merger approval and fit and proper test approval of the controlling shareholders,
members of BOD, BOC, and Sharia Supervisory Board of ADMF post-Merger from OJK
IKNB;
(c) IDX principal approval for the listing of ADMF’s new shares due to the Merger;
(d) Creditor and/or business partner approval as required under the existing loan
agreements and cooperation agreements of the Merger Participating Companies; and
(e) GMS approval of each Merger Participating Company.
After the Merger is carried out, ADMF will continue to ensure compliance with all applicable
regulations, including monitoring and controlling legal risks to prevent potential violations, including
the risk of sanctions from competent authorities in accordance with applicable regulations.
Risk of Customer Loss
There is uncertainty regarding whether MFIN customers will choose to continue their relationship
with ADMF following the Merger. If not managed effectively, this could lead to customer attrition,
reduced transaction volumes, and a decline in portfolio value. To mitigate this risk, ADMF must
focus on the following key areas:
1. Ensuring Service Continuity and Maintaining Customer Relationships – A seamless
transition is essential to minimizing service disruptions and retaining customer trust. ADMF
will ensure that all MFIN customers continue to receive financing solutions that meet their
needs while maintaining strong customer relationships. This includes ensuring that
customers can interact with familiar service representatives or experience a smooth
handover process, reducing uncertainty and strengthening loyalty.
2. Proactive and Transparent Customer Communication – Implementing a comprehensive
customer engagement strategy to regularly update MFIN’s customers on the benefits of
the Merger. This includes personalized messaging, online engagement, and direct
customer interactions to reassure them of ADMF’s commitment to service excellence.
3. Reactivating Dormant Customers – A seamless migration process should be accompanied
by targeted efforts to reactivate inactive customers, particularly those with low or zero
balances. Special offers, enhanced financing options, or personalized outreach can help
encourage continued engagement.
4. Ensuring Business Continuity with Partners – Maintaining strong relationships with
business partners, such as dealerships, vendors, agents, and corporate clients, is crucial
to sustaining ADMF’s business growth. Any disruptions in partnerships could impact
financing volumes and operational stability.
Additionally, ADMF will actively communicate the advantages of its expanded product and service
offerings to reinforce customer loyalty post-Merger. With continuous innovation in financing
solutions and enhanced digital service capabilities, the integration will provide customers with a
more comprehensive and seamless financing experience.
C. CONTINUITY OF BUSINESS ACTIVITIES OF THE MERGER PARTICIPATING COMPANIES
Since the Merger Participating Companies are financing company and have the same financing
business activities (conventional and sharia), there will be no change in the business activities of
ADMF as the Surviving Company after the Merger.
To build on the strengths of the Merger Participating Companies which complements each other,
the Merger presents an opportunity for ADMF to develop enhanced financing solutions that better
serve customers in Indonesia and create new drivers for growth and profitability. ADMF will continue
to design innovative financing solutions that differentiate its value proposition by leveraging local
market expertise, existing customer relationships and assets, digital capabilities, advanced data
analytics, and a strong culture of innovation. As a result of this Merger, ADMF will have a better
position to serve a broader range of customer segments across Indonesia with unique, customer-
centric financing products and solutions, strengthening its competitive position in the market.
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D. IMPORTANT FINANCIAL DATA
1. ADMF
The summary of ADMF's key financial data for the fiscal years ending 31 December 2022, 2023,
and 2024, has been prepared based on the audited financial statements by Public Accountant
Office of Liana Ramon Xenia & Partners (a member (as the term is used in Ministry of Finance
Regulation Number 186/PMK.01/2021 and OJK Rule 9 of 2023) of Deloitte Southeast Asia Limited)
(formerly known as Public Accountant Office of Imelda & Partners). The audit resulted in an
unqualified opinion. The financial data is presented in millions of Rupiah as follows:
a. Statement of Financial Position
31 December 31 December 31 December
2024 2023 2022
ASSETS
Cash and cash equivalents 1,553,858 1,435,491 1,286,362
Consumer financing receivables - net 20,150,126 20,680,629 17,204,721
Murabahah financing receivables - net 5,551,922 5,520,062 4,033,357
Finance lease receivables - net 2,235,399 1,444,300 918,005
Prepaid expenses 202,190 143,064 128,605
Other receivables - net 175,620 341,061 268,221
Derivative assets 62,806 1,006 40,884
Prepaid taxes 73,809 64,396 46,112
Investment in shares 396,870 386,360 650
Investment in associate 901,143 - -
Fixed assets - net 287,222 229,704 161,763
Right of use assets - net 263,534 262,482 269,162
Intangible assets - net 295,046 120,659 128,726
Deferred tax assets 397,545 354,965 395,417
Other assets 41,101 23,043 15,220
Total assets 32,588,191 31,007,222 24,897,205
LIABILITIES
Borrowings 10,665,466 9,312,972 5,073,084
Accrued expenses 637,724 927,875 1,246,244
Bonds payable - net 6,377,830 5,885,106 4,999,207
Other payables 1,235,228 1,599,067 1,704,326
Lease liabilities 137,978 148,048 168,688
Taxes payable 136,152 180,796 302,147
Derivative payables 75,416 - 5,693
Employment benefit liabilities 934,823 982,172 924,430
Mudharabah bonds 831,830 859,000 441,000
Total liabilities 21,032,447 19,895,036 14,864,819
EQUITY
Common stocks 100,000 100,000 100,000
Additional paid-in capital 6,750 6,750 6,750
Retained earnings
Appropriated 242,578 223,137 207,082
Unappropriated 11,208,198 10,783,047 9,721,937
Changes in fair value on investment in
shares measured at fair value through 9,588 - -
OCI
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31 December 31 December 31 December
2024 2023 2022
Cumulative losses on derivative
instrument for cash flow hedges - net (11,370) (748) (3,383)
Total equity 11,555,744 11,112,186 10,032,386
Total liabilities and equity 32,588,191 31,007,222 24,897,205
b. Statement of Profit or Loss and Other Comprehensive Income
31 December 31 December 31 December
2024 2023 2022
INCOME
Consumer financing 6,190,857 6,041,776 5,373,674
Murabahah margin 1,561,549 1,482,860 1,195,163
Finance lease 266,455 147,862 68,220
Share in net income of associate 20,110 - -
Others 1,950,909 1,835,436 1,703,379
TOTAL INCOME 9,989,880 9,507,934 8,340,436
EXPENSES
Salaries and benefits (2,485,620) (2,419,732) (2,304,424)
Interest expense and financing
(1,294,011) (982,199) (700,133)
charges
Provision for impairment losses (2,225,716) (1,647,654) (1,255,670)
General and administrative (1,541,136) (1,338,942) (1,320,921)
Marketing (624,993) (611,583) (653,420)
Revenue sharing for mudharabah
(61,575) (29,983) (29,140)
bonds
Others (4,513) (5,172) (37,004)
Total Expenses (8,237,564) (7,035,265) (6,300,712)
INCOME BEFORE INCOME TAX
EXPENSE 1,752,316 2,472,669 2,039,724
Income tax expense (345,634) (528,622) (434,169)
NET INCOME FOR THE YEAR 1,406,682 1,944,047 1,605,555
Other comprehensive income, after tax 8,876 (61,247) 87,459
TOTAL COMPREHENSIVE INCOME
1,415,558 1,882,800 1,693,014
FOR THE YEAR
2. MFIN
The summary of MFIN's key financial data for the fiscal years ending 31 December 2022, 2023,
and 2024, has been prepared based on the audited financial statements by Public Accountant
Office of Tanudiredja, Wibisana, Rintis & Rekan (for 31 December 2022 & 2023) and Public
Accountant Office of Liana Ramon Xenia & Partners (a member (as the term is used in Ministry of
Finance Regulation Number 186/PMK.01/2021 and OJK Rule 9 of 2023) of Deloitte Southeast Asia
Limited) (formerly known as Public Accountant Office of Imelda & Partners) (for 31 December
2024). The audit resulted in an unqualified opinion. The financial data is presented in millions of
Rupiah as follows:
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a. Statement of Financial Position
31 December 31 December 31 December
2024 2023 2022
ASSETS
Cash and cash equivalents 405,361 1,358,700 1,511,938
Consumer financing receivables - net 5,877,637 4,936,039 4,742,659
Other receivables - net 30,808 43,913 38,353
Derivative assets 8,263 919 2,041
Prepaid expenses 22,323 25,517 13,641
Advances 5,039 20,827 29,124
Fixed assets - net 205,060 203,252 175,704
Intangible assets - net 48,523 31,524 19,919
Deferred tax assets 81,566 42,885 35,008
Total assets 6,684,580 6,663,576 6,568,387
LIABILITIES AND EQUITY
LIABILITIES
Borrowings 1,972,426 1,763,811 1,872,260
Accrued expenses 51,179 41,848 57,249
Bonds payable - 499,215 513,001
Trade payables 91,671 80,420 50,139
Other payables 78,839 78,525 58,011
Taxes payable 108,937 49,983 79,399
Derivative payables - 6,424 3,371
Post-employment benefit obligations 91,569 53,340 51,976
Mudharabah sukuk 395,529 693,580 647,037
Total liabilities 2,790,150 3,267,146 3,332,443
EQUITY
Common stocks 133,844 132,500 132,500
Additional paid-in capital 143,485 27,329 27,329
Retained earnings
Appropriated 26,500 26,500 26,500
Unappropriated 3,688,346 3,290,182 3,132,272
Other comprehensive loss (97,745) (80,081) (82,657)
Total equity 3,894,430 3,396,430 3,235,944
Total liabilities and equity 6,684,580 6,663,576 6,568,387
Statement of Profit or Loss and Other Comprehensive Income
31 December 31 December 31 December
2024 2023 2022
INCOME
Revenue from consumer financing 2,266,828 2,106,767 2,124,612
Interest income 30,894 63,831 21,522
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31 December 31 December 31 December
2024 2023 2022
Other operating income 72,622 42,261 71,036
TOTAL INCOME 2,370,344 2,212,859 2,217,170
EXPENSES
Salaries and benefits expense (580,957) (566,853) (517,076)
General and administrative expenses (378,028) (314,462) (265,463)
Interest expenses (225,687) (310,369) (268,471)
Provision for impairment losses (399,710) (386,470) (236,900)
Other operating expenses (117,901) (107,427) (90,083)
Total Expenses (1,702,283) (1,685,581) (1,377,993)
INCOME BEFORE INCOME TAX 668,061 527,278 839,177
Income tax expense (152,397) (104,368) (180,663)
NET INCOME 515,664 422,910 658,514
Other comprehensive income, after tax (17,664) 2,576 7,931
TOTAL COMPREHENSIVE INCOME
498,000 425,486 666,445
FOR THE YEAR
E. SHARES VALUATION AND CONVERSION PROCEDURES
The basis for calculating the conversion of shares of MFIN into shares of ADMF as the Surviving
Company after the Merger is based on the results of an independent appraisal of the fair market
value of the shares of ADMF and MFIN, respectively, made by Public Appraisal Service Office KJPP
Kusnanto dan Rekan ("KJPP KR") according to the Share Valuation Report No. 00069/2.0162-
00/BS/09/0153/1/V/2025 dated 23 May 2025 and KJPP Suwendho Rinaldy and Partners ("KJPP
SRR") according to the Share Valuation Report No. 00149/2.0059-02/BS/09/0242/1/V/2025 dated
23 May 2025.
Based on Article 36 Paragraph 1 of the Company Law, "The Company is prohibited from issuing
shares either to be owned by itself or to be owned by another Company, whose shares are directly
or indirectly owned by the Company." Considering that ADMF has a share participation of
500,026,548 shares or equivalent to 10.00% of MFIN shares, the market value of MFIN shares that
can be calculated in the conversion ratio of the Company and MFIN shares is 90.00%.
Based on the valuation results from KJPP KR and KJPP SRR, the comparison between ADMF and
MFIN shares value will be equivalent to 1 : 0.052401. Theoretically, the percentage of shares owned
by shareholders of ADMF and MFIN will be diluted proportionally based on the conversion ratio,
whereby 1 (one) share of MFIN will be equivalent to 0.052401 shares of ADMF. Post-Merger, all
shares of MFIN shareholders, other than the shares owned by ADMF, will be exchanged for
235,803,109 shares of ADMF.
F. SUMMARY OF SHARES VALUATION REPORT
1. ADMF
ADMF has appointed KJPP KR to give an opinion as independent appraisers, on the market value
of 100.00% shares of ADMF as of 31 December 2024. The valuation methods applied in the
valuation of the 100.00% shares of ADMF were discounted cash flow method and guideline publicly
traded company method. The valuation of the 100.00% shares of ADMF performed with the
discounted cash flow method was based on ADMF’s financial statements projections prepared by
the management of ADMF. KJPP KR uses adjusted financial projections that reflect the fairness of
the financial projections made by ADMF's management with their ability to achieve them (fiduciary
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duty). Based on the analysis of all data and information that have been received by KJPP KR and
by considering all relevant factors affecting the valuation, therefore in KJPP KR’s opinion, the
market value of 100.00% shares of ADMF as of 31 December 2024 was Rp 27.78 trillion.
2. MFIN
MFIN has appointed KJPP SRR as an independent valuer to provide an opinion on the value of
100.00% shares of MFIN as of 31 December 2024. The approaches used in the valuation of
100.00% shares of MFIN are the income-based approach with the discounted cash flow (“DCF”)
method and the market-based approach using the guideline publicly traded company (“GPTC”)
method. The valuation of the 100.00% shares of MFIN performed with the discounted cash flow
method was based on MFIN’s financial statements projections prepared by the management of
MFIN. KJPP SRR uses adjusted financial projections that reflect the fairness of the financial
projections made by MFIN's management with their ability to achieve them (fiduciary duty). Based
on KJPP SRR’s analysis on all data and information provided to KJPP SRR and considering all
factors relevant to the valuation, KJPP SRR is of the opinion that the market value of 100.00%
shares of MFIN as of 31 December 2024 is amounting to Rp 7.28 trillion.
G. SUMMARY OF FAIRNESS OPINION
Based on the scope of works, assumptions, data, and information acquired from ADMF's
management which was used in the preparation of this Fairness Opinion report, a review of the
financial impact on the Merger as disclosed in the Fairness Opinion report, therefore in KJPP KR
opinion, the Merger is fair.
H. SETTLEMENT OF STATUS, RIGHTS AND OBLIGATIONS OF MEMBERS OF BOD, BOC, AND
EMPLOYEE OF THE MERGER PARTICIPATING COMPANIES
There are no planned changes to the composition of the BOD, BOC, and Sharia Supervisory Board
of ADMF as part of the Merger on the Merger Effective Date. As MFIN will cease to exist by
operation of law as a result of the Merger, all members of the BOD, BOC, and Sharia Supervisory
Board of MFIN who still hold office until the Merger Effective Date will be dismissed from their
positions at MFIN which will become effective on the Merger Effective Date. The rights and
obligations of such members of the BOD, BOC, and Sharia Supervisory Board of MFIN will be
settled in accordance with MFIN's internal policies and prevailing laws and regulations.
There are no planned changes to the status, position, terms and conditions of employment, or
human resource policies applicable to ADMF employees as a result of the Merger.
By taking into account the workforce needs to ensure the continuity of MFIN's business operations
by ADMF after the Merger, management of ADMF will offer MFIN’s employees the opportunity to
work as employees of ADMF after the Merger based on a new employment relationship with ADMF
in accordance with the terms and conditions that will be reasonably established by management of
ADMF. As a follow up to such offer, MFIN will settle the employment relationship with all its
employees which will become effective on the Merger Effective Date. The rights and obligations of
all employees of MFIN will be settled in accordance with MFIN’s internal policies and the prevailing
laws and regulations.
ADMF and MFIN are committed to comply and fulfil internal provisions and applicable laws and
regulations concerning the settlement of status, rights, and obligations of affected members of the
BOD, BOC, Sharia Supervisory Board, and employees due to the Merger.
I. SETTLEMENT OF THE RIGHTS AND OBLIGATIONS TO THIRD PARTIES
1. Third Parties to the Agreement
Based on the provisions of Article 1 number (9) in conjunction with Article 122 paragraph (3)
of the Company Law, Article 1 number (15) OJK Rule 47/2020, and Article 1 number (2) OJK
Rule 74/2016, the implementation of the Merger results in the assets, liabilities, and equity
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of MFIN as the Merging Company being transferred by law to ADMF as the Merger Recipient
Company, and subsequently the legal entity status of MFIN as the Merging Company ends
by law. Thus, all rights and obligations of MFIN based on any agreements or contracts with
any third party that have been signed by MFIN as the Dissolving Company shall pass by
operation of law to ADMF as the Surviving Company on the Effective Merger Date.
Accordingly, ADMF as the Surviving Company shall replace MFIN as a party under the
agreements or contracts and shall accept all rights and obligations under the terms of the
agreements or contracts, unless such agreements or contracts stipulate otherwise.
There are several cooperation agreements between MFIN and business partners which
require MFIN to obtain prior approval from the business partner to transfer MFIN's rights and
obligations to ADMF. MFIN is required to obtain prior written approval from the business
partner before issuing OJK approval for the Merger.
As of the date of this Additional Information, MFIN has obtained written approval to carry out
the Merger from all cooperation partners whose approval MFIN is required to obtain in order
to carry out the Merger.
2. Creditor
Based on Article 127 paragraph (4) of the Company Law, creditors of each Merger
Participating Company may file objections to the proposed Merger within a period of no later
than 14 (fourteen) calendar days after the announcement of the Abridged Merger Plan.
Based on Article 127 paragraph (4) and (5) of Company Law. If within 14 (fourteen) calendar
days after the announcement of the Abridged Merger Plan there are no written objections
submitted by the creditors, then the creditors are deemed to have approved the Merger, so
that ADMF will take over all of MFIN's rights and obligations towards the creditors.
Objections from creditors (if any) will be resolved prior to the issuance of OJK approval
regarding the Merger. If by the deadline of the EGMS of each Merger Participating Company,
objections from creditors have not been resolved, then the Merger cannot continue.
In connection with the Merger, based on several loan/financing agreements that have been
signed by each of the Merger Participating Companies, the Merger Participating Companies
are required to obtain prior written approval from the creditors based on several
loan/financing agreements and the trusteeship agreement. The Merger Participating
Companies are required to obtain prior written approval from the creditors before the
issuance of OJK approval for the Merger.
If there are creditors who object to the implementation of the Merger, then the settlement
method used is to follow the provisions set out in the agreement or document underlying the
agreement between the Merger Participating Companies concerned and the creditors.
As of the date of this Additional Information, ADMF and MFIN have obtained written approval
to carry out the Merger from all creditors whose approval is required to carry out the Merger.
J. SETTLEMENT OF SHAREHOLDERS RIGHTS OF THE MERGER PARTICIPATING
COMPANIES
In accordance with the provisions of Article 62 paragraph (1) letter (c) jo. Article 126 paragraph (2)
of the Company Law jo. Article 3 of OJK Rule 29/2023, every shareholder of the Merger
Participating Companies has the right to request the relevant Merger Participating Companies to
repurchase their shares at a fair price if they do not agree to the Merger Participating Company's
actions in the form of mergers that are detrimental to shareholders. Such share repurchase shall
be carried out by taking into account the provisions in Article 37 paragraph (1) of the Company Law
which states that the share buyback does not cause each of Merger Participating Company's net
worth to be less than the total issued capital plus mandatory reserves that have been set aside and
the total par value of all shares repurchased by each of Merger Participating Company does not
exceed 10.00% of their issued capital.
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Based on the above provisions, each shareholder of the Merger Participating Companies is entitled
to choose to become a shareholder of the Surviving Company or to (a) sell the shares it owns in
MFIN to MFIN, or (b) sell the shares it owns in ADMF to ADMF.
1. Shareholders whose shares can be bought back by MFIN or ADMF
The shareholders of who are given the opportunity to request that their shares be purchased
by MFIN or ADMF (as relevant) (“Applicant”) are those who:
a. their names are recorded in the Shareholders Registry of Merger Participating
Companies on 4 June 2025 at 16.00 WIB, which is 1 BD before the date of the invitation
of EGMS of the Merger Participating Companies;
b. has voted dissenting at the EGMS of the Merger Participating Companies on the Merger
approval agenda; and
c. within period of 3-15 July 2025, have submitted a declaration of intent to sell shares
("Share Sale Statement Form") to the relevant Merger Participating Companies
accompanied by documents proving valid ownership of the Merger Participating
Companies’ shares and sufficient evidence that the Merger is detrimental to
shareholders or detrimental to the Merger Participating Companies (“Supporting
Documents”). Sufficient evidence means written documents/data/information that are
valid, original and can be accounted for before the law that is valid in Indonesia.
The signed Share Sale Statement Form (and accompanied by Supporting Documents) must
be submitted to the Securities Administration Bureau (“BAE”) appointed by the Merger
Participating Companies.
If there are shareholders of the Merger Participating Companies who request to be
purchased by MFIN or ADMF (as relevant), but do not meet points (a), (b), and (c) above,
then such shareholders are not entitled to request their shares to be purchased by MFIN or
ADMF (as relevant).
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 Merger Participating Companies. Share conversion costs will be fully borne by the
Applicant. Every Applicant who owns scrip shares and intends to convert their shares to a
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.
2. Price of Shares
Applications to participate in the shares buyback by MFIN or ADMF (as relevant) must be
submitted based on the terms and conditions stated in the Share Sale Statement Form.
ADMF
ADMF uses a share buyback price reference of IDR 9,082 per share, which is the average
closing price of daily trading on the IDX over the last 90 (ninety) calendar days prior to the
date of the BOC Approval of ADMF on 28 April 2025 for the Merger.
MFIN
MFIN uses a share buyback price reference of Rp 3,426 per share, which is the average
closing price of daily trading on the IDX over the last 90 (ninety) calendar days prior to the
date of the BOC approval of MFIN on 28 April 2025 for the Merger.
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K. CONFIRMATION FROM ADMF AND MFIN THAT ADMF AS THE SURVIVING COMPANY
ACCEPTS THE TRANSFER OF ALL RIGHTS AND OBLIGATIONS FROM MFIN
In accordance with Article 122 paragraph (3) of the Company Law, ADMF as the Surviving
Company hereby confirms that ADMF is willing to accept and take over all of MFIN's business
activities, operations, assets and liabilities, as well as equity as a result of the proposed Merger.
L. MERGER LEGAL PROCEDURES
1. Merger Legal Requirements
By reviewing the prevailing regulations in Indonesia, the process of the Merger must be
carried out by fulfilling the following key requirements:
a. Joint preparation of Merger Plan by the BOD of the Merger Participating Companies;
b. Obtainment of approval of the respective BOC of the Merger Participating Companies
on the Merger Plan;
c. Submission of a Merger statement to OJK Capital Market, which contains the Merger
Plan, and its supporting documents as required in OJK Rule 74/2016;
d. Submission of merger approval application to OJK IKNB, which contain supporting
documents as required in OJK Rule 47/2020 and OJK Circular Letter 20/2023;
e. Submission of fit and proper test application to OJK IKNB for the members of the BOD,
BOC, and Sharia Supervisory Board of the Surviving Company as referred to in OJK
Rule 27/2016 and OJK Circular Letter 22/2024;
f. Submission of an application to IDX for the listing of new shares issued by the Surviving
Company to the shareholders of Dissolving Company due to the Merger;
g. Announcement of the Abridged Merger Plan to the public at least through (i) 2 (two)
Indonesian daily newspapers with national circulation, and (ii) the websites of each
Merger Participating Company;
h. Announcement of the Merger in writing to employees of each Merger Participating
Company;
i. Submission of evidence of the announcement of the Abridged Merger Plan to OJK
Capital Market;
j. Obtaining an effective Merger statement from the OJK Capital Market*;
k. Obtaining merger approval as required under OJK Rule No. 47/2020 and OJK Circular
Letter No. 20/2023; and obtaining a fit and proper test approval from OJK IKNB for the
controlling shareholders, Board of Directors, Board of Commissioners, and Sharia
Supervisory Board of the Surviving Company as required under OJK Rule No. 27/2016
and OJK Circular Letter No. 22/2024*;
l. Obtaining principal approval from the IDX as required under IDX Regulation No. I-G
for the listing of new shares issued by the Surviving Company to the shareholders of
the Merging Company as a result of the Merger*;
m. Obtaining approvals, no objections, or resolving objections from creditors from each
Merger Participating Company and/or carrying out necessary actions, as required in
agreements to which each Merger Participating Company is a party;
n. Obtaining approval from EGMS of each Merger Participating Company;
o. The signing of the Deed of Merger in Indonesian by the Merger Participating
Companies in the presence of a notary;
p. Submission of the Deed of Merger and the Deed of EGMS resolutions on the
amendment of ADMF’s AOA and company data to MOL;
q. Obtainment of letter of receipt of notification from the MOL on the Deed of Merger and
amendment to the ADMF’s AOA and company data;
r. Submission of report on affiliated party transaction to OJK Capital Market no later than
2 BD after the Merger Effective Date;
s. Announcement of the results of the Merger implementation to the public through
Indonesian language daily newspapers with national circulation; and
t. Completion of simplified liquidation process of MFIN as the Dissolving Companies as
required under OJK Rule 47/2020.
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Note:
*As of the date of the Additional Information and/or Amendments to this Merger Plan, the
Merger plan of ADMF dan MFIN has already obtained (i) approval from the OJK IKNB for the
Merger plan on 30 June 2025; (ii) an effective statement of the Merger from the OJK Capital
Market on 26 June 2025; and (iii) principle approval from the IDX for the listing of new shares
issued by ADMF as the Surviving Company to the shareholders of MFIN as the Merging
Company on 26 June 2025. However, ADMF is still awaiting the issuance of approval from
the OJK IKNB regarding the fit and proper assessment of the members of the controlling
shareholders, Board of Directors, Board of Commissioners, and Sharia Supervisory Board
of ADMF as the resulting company from the Merger.
2. Legal Consequences of Merger
In accordance with Article 1 number (9) and Article 122 of Company Law jo. Article 1 number
(2) OJK Rule 74/2016 jo. Article 1 number (15) of OJK Rule 47/2020, from the Merger
Effective Date, the assets, liabilities, and equity of MFIN as the Dissolving Company will be
transferred by operation of law to ADMF as the Surviving Company, and all personal data (in
the context and meaning regulated in the Personal Data Protection Law)
administered/managed by MFIN is transferred to ADMF to be administered/managed by
ADMF, and subsequently MFIN's legal entity status will cease to exist by operation of law
due to the Merger. In addition, all activities, business activities, business operations, rights
and obligations, including but not limited to those which are based on agreement or contract,
are also transferred by operation of law from MFIN as the Dissolving Company to ADMF as
the Surviving Company.
Although all assets and liabilities of MFIN are transferred by operation of law to ADMF,
however, in the event that according to the applicable provisions, MFIN's assets and liabilities
are not immediately (automatically) or not perfectly transferable or transfer to ADMF, ADMF
and MFIN agree to take all necessary actions to complete the transfer of assets and liabilities,
including but not limited to entering and executing agreements, deeds and other documents
and letters, for transfers that require a change of identity (company name), ownership and
other administrative aspects which require re-registration of such identity and ownership for
the perfection of its transfer in accordance with the terms and conditions of the applicable
laws and regulations and related to such assets and liabilities.
The shareholders of MFIN as the Dissolving Company, by operation of law, shall become
shareholders of ADMF as the Surviving Company by taking into account their rights to
request MFIN to repurchase their shares at a fair price if they do not agree to the Merger. In
the Merger process, ADMF will issue new shares to the shareholders of MFIN in accordance
with the shares valuation and conversion procedures as explained in Section II of this
Abridged Merger Plan.
3. MFIN Liquidation
MFIN is required to fulfill and comply with the requirements and procedures for liquidation as
stipulated in OJK Rule No. 47/2020*.
Note:
*As of the date of the Additional Information and/or Amendments to this Merger Plan, MFIN
is still awaiting the issuance of approval from the OJK IKNB regarding the appointment of
MFIN liquidation team.
M. LEGAL OPINION
1. The BOD of ADMF and MFIN have jointly drafted the Merger Plan. The Merger Plan has
been approved by the BOC of ADMF and MFIN on 28 April 2025, respectively. The Merger
Plan has been made in accordance with the provisions of the applicable laws and regulations,
including but not limited to the Company Law, GR 27/1998, OJK Rule No. 74/2016, and OJK
Rule 47/2020.
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2. To comply with the laws and regulations in the capital market sector, ADMF will submit a
Merger registration statement as referred to in OJK Rule 74/2016 to the OJK Capital Market
on 30 April 2025.
3. To comply with laws and regulations in the financing sector, the Merger Participating
Companies have submitted to OJK IKNB on 30 April 2025: (i) Merger approval application as
referred to in OJK Rule 47/2020 and OJK Circular Letter 20/2023, and (ii) fit and proper test
application to OJK IKNB for all members of the BOD, BOC, and Sharia Supervisory Board of
the Surviving Company as referred to in OJK Rule 27/2016 and OJK Circular Letter 22/2024.
4. To comply with IDX Regulation no. I-G, ADMF has submitted an application to the IDX for the
listing of new shares issued by ADMF as the Surviving Company to MFIN shareholders as
the Merging Company.
5. To comply with the provisions of Article 127 paragraph (2) of the Company Law, Article 12
GR 27/1998, and Article 8 OJK Rule No. 74/2016, the Merger Participating Companies have
announced the Abridged Merger Plan in 2 national daily newspapers in Indonesian, namely
Investor Daily and Bisnis Indonesia both on 30 April 2025. This Abridged Merger Plan has
also been announced on the Merger Participating Companies' respective websites on 30
April 2025.
6. To comply with the provisions of Article 127 paragraph (2) of the Company Law, and Article
10 OJK Rule 74/2016, the Merger Participating Companies have announced in writing the
plan of Merger to the employees of each Merger Participating Company on 30 April 2025.
7. The merger shall be carried out by taking into account the provisions of the applicable laws
and regulations, especially (i) the Company Law; (ii) Capital Market Law; (iii) GR 27/1998,
(iv) OJK Rule 74/2016; (v) OJK Rule 47/2020, (vi) OJK Rule 46/2024, (vii) OJK Circular Letter
20/2023, and (viii) OJK Circular Letter 22/2023.
The merger will be effective upon fulfillment of the following requirements:
a. Obtaining an effective Merger statement from the OJK Capital Market and Merger
approval and fit and proper test approval for the controlling shareholders and all
members of the BOD, BOC, and Sharia Supervisory Board of the Surviving Company
from OJK IKNB.
b. Obtaining IDX principle approval for the listing of new shares issued by the Surviving
Company to the shareholders of Dissolving Company due to the Merger.
c. Obtaining approval of, or no objection from creditors from each the Merger Participating
Company and/or carrying out necessary actions, as required in agreements to which
each the Merger Participating Company are parties.
d. Obtaining approval from ADMF’s EGMS which will be carried out on 30 June 2025
approving, among others, the Merger along with the Merger Plan and draft of Deed of
Merger, buyback of shares owned by ADMF shareholders who do not approve the
Merger and request their shares to be bought back by ADMF, and amendment of
ADMF’AOA on the increase of issued and paid-up capital due to the issuance of new
shares to the shareholders of MFIN as the Dissolving Company.
e. Obtaining approval from MFIN’s EGMS which will be carried out on 30 June 2025
approving, among others, the Merger along with the Merger Plan and draft of Deed of
Merger, the dismissal of all members of the BOD, BOC, and Sharia Supervisory Board
of MFIN which will be effective on the Merger Effective Date, buyback of shares owned
by MFIN shareholders who do not approve the Merger and request their shares to be
bought back by MFIN, the implementation of MFIN liquidation, and the appointment of
liquidation team of MFIN.
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f. The signing of the Deed of Merger in Indonesian by the Merger Participating
Companies in the presence of a notary.
g. Proof of notification from the MOL on the Deed of Merger was obtained.
8. With the Merger, assuming that no shareholders of each of the Merger Participating
Companies disagree with the Merger and exercise their rights to sell their shares to the
relevant Merger Participating Company, the capital structure and shareholder composition of
ADMF after the Merger will be as follows:
Nominal Value @ Rp 100 per share **
Description
Number of Shares Total Nominal Value %
Authorized Capital 4,000,000,000 400,000,000,000
Issued and Paid-up Capital
- Bank Danamon 920,700,000 92,070,000,000 74.50
- MUFG 233,865,134 23,386,513,400 18.93
- PT Zurich Asuransi Indonesia 4,204,800 420,480,000 0.34
Tbk
- Public* 77,033,175 7,703,317,500 6.23
Total Issued and Paid-up Capital 1,235,803,109 123,580,310,900 100.00
Shares in Portfolio 2,764,196,891 276,419,689,100
*Is a combination of ADMF shareholders who have share ownership of less than 5% (five percent) of
the total shares that have been issued and fully paid in ADMF. **The table assumes that no minority
shareholders participate in the share buyback.
In connection with the implementation of the Merger which will result in the number of ADMF
public shareholders after the Merger being less than the minimum requirement of 7.5% free
float shares as required in IDX Regulation No. I-A, then in accordance with the provisions of
IDX Regulation No. I-A, ADMF is required to submit a request regarding the plan to fulfill the
minimum requirement of 7.5% free float shares to the IDX no later than 2 trading days after
ADMF becomes aware that it does not fulfill the minimum requirement of 7.5% free float
shares. Based on these provisions, ADMF will fulfill the minimum requirement of 7.5% free
float shares as stipulated in IDX Regulation No. I-A on the Merger Effective Date. ADMF will
submit a report to the OJK Capital Market within 2 working days from the Merger Effective
Date. Furthermore, ADMF plans to increase the number of free float shares in ADMF to at
least 10% within one year from the date of issuance of the Merger effective statement from
the OJK Capital Market. ADMF will submit a report to the OJK Capital Market within 2 working
days after the minimum of 10% free float shares is met.
9. On the Merger Effective Date, ADMF will act as the Surviving Company where in accordance
with the provisions of Article1 number (9) and Article 122 of the Company Law jo. Article 1
number (2) OJK Rule 74/2016 jo. Article 1 number (15) of OJK Rule 47/2020, after the Merger
becomes effective, the assets, liabilities, and equity of MFIN as the Dissolving Company will
be transferred by operation of law to ADMF as the Surviving Company, and all personal data
(in the context and meaning regulated in the Personal Data Protection Law)
administered/managed by MFIN is transferred to ADMF to be administered/managed by
ADMF, and subsequently MFIN's legal entity status will end by operation of law due to the
Merger. Further, all activities, business activities, operational activities, financial obligations,
rights and obligations, including but not limited to those which are based on agreements or
contracts, transfer by law from MFIN as the Dissolving Company to ADMF as the Surviving
Company.
Although all assets and liabilities of MFIN are transferred by operation of law to ADMF,
however, in the event that according to the applicable provisions, MFIN's assets and liabilities
are not immediately (automatically) or not perfectly transferable or transfer to ADMF, ADMF
and MFIN agree to take all necessary actions to complete the transfer of assets and liabilities,
including but not limited to entering and executing agreements, deeds and other documents
and letters, for transfers that require a change of identity (company name), ownership and
other administrative aspects which require re-registration of such identity and ownership for
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the perfection of its transfer in accordance with the terms and conditions of the applicable
laws and regulations and related to such assets and liabilities.
10. The shareholders of MFIN as the Dissolving Company, by operation of law, shall become
shareholders of ADMF as the Surviving Company by taking into account their rights to
request MFIN to repurchase their shares at a fair price if they do not agree to the Merger. In
the Merger process, ADMF will issue new shares to the shareholders of MFIN in accordance
with the shares valuation and conversion procedures as explained in Section II of this Merger
Plan.
11. Following the revocation of the business license of MFIN by OJK, MFIN must comply and
fulfil the liquidation requirements and procedures under OJK Rule 47/2020.
12. The Merger is carried out with making amendment to the ADMF’s AOA on the increase of
issued and paid-up capital due to the issuance of new shares to the shareholders of MFIN
as the Dissolving Company.
13. Since the Merger is carried out between the Merger Participating Companies which are
controlled by the same party (i.e. MUFG), the Merger shall be categorized as "Affiliate
Transaction" as referred to in OJK Rule 42/2020. Therefore, based on the provisions of OJK
Rule 42/2020, including appointing KJPP KR to evaluate the fair value and fairness of the
Merger and announce information disclosure of affiliated transaction i.e. the Merger to the
public.
14. In accordance with the provisions of Article 62 paragraph (1) letter (c) in conjunction with
Article 126 paragraph (2) of the Company Law in conjunction with Article 3 of OJK Rule
29/2023, each shareholder of each Merger Participating Company has the right to request
the Merger Participating Company concerned to buy back its shares at a fair price if they do
not agree with the Merger Participating Company's actions in the form of a Merger that is
detrimental to shareholders ("Share Buyback"). Based on the provisions of Article 126
paragraph (3) of the Company Law, the implementation of the rights of shareholders who do
not approve of the Merger to request a Share Buyback does not stop the Merger
implementation process. Based on the provisions of Article 37 paragraph (1) and Article 62
paragraph (2) of the Company Law, the Share Buyback is carried out with the following
provisions:
a. The Share Buyback by each Merger Participating Company does not result in the net
assets of each Merger Participating Company becoming less than the total issued capital
plus the mandatory reserves that have been set aside by each Merger Participating
Company;
b. The total nominal value of all shares repurchased by each Merger Participating Company
shall not exceed 10.00% of the issued capital of each Merger Participating Company
(“Maximum Share Buyback Limit”); and
c. In the event that the shares requested to be purchased by each Merger Participating
Company exceed the Maximum Share Buyback Limit, then the relevant Merger
Participating Company shall endeavor to ensure that the remaining shares are
purchased by a third party.
Based on the provisions above, each shareholder of the Merger Participating Company shall
have the right to choose to become a shareholder of the Surviving Merger Company or (a)
sell the shares it owns in MFIN to MFIN, or (b) sell the shares it owns in ADMF to ADMF.
15. Based on Article 154A letter (a) of Employment Law jo. Article 41 of GR 35/2021, every
employee of the Merger Participating Companies has the right to ask for termination of his/her
employment relationship if he/she is not willing to work in the Surviving Company after the
implementation of the Merger. By the same token, the Merger Participating Companies also
have the right to terminate any of their employees if the Surviving Company does not wish to
employ such employee upon the implementation of Merger.
There are no planned changes to the status, position, terms and conditions of employment,
or human resource policies applicable to ADMF employees as a result of the Merger.
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By taking into account the workforce needs to ensure the continuity of MFIN's business
operations by ADMF after the Merger, management of ADMF will offer MFIN’s employees
the opportunity to work as employees of ADMF after the Merger based on a new employment
relationship with ADMF in accordance with the terms and conditions that will be reasonably
established by management of ADMF. As a follow up to such offer, MFIN will settle the
employment relationship with all its employees which will become effective on the Merger
Effective Date. The rights and obligations of all employees of MFIN will be settled in
accordance with MFIN’s internal policies and the prevailing laws and regulations.
ADMF and MFIN are committed to comply and fulfil internal provisions and applicable laws
and regulations concerning the settlement of status, rights, and obligations of affected
members of the BOD, BOC, Sharia Supervisory Board, and employees due to the Merger.
16. Based on GR 57/2010 jo. Regulation of KPPU Rule 3/2023, business mergers that meet
certain criteria must be notified in writing to KPPU within 30 Business Days from the date the
merger becomes juridically effective ("Notification"). GR 57/2010 and Regulation of KPPU
Rule 3/2023 contain one exception where the obligation to submit a written notification does
not apply if the merger is carried out between affiliated companies. Meanwhile, affiliated
companies are defined as having the following relationship:
a. relationships between companies either directly or indirectly controlling or controlled;
b. relationships between 2 companies controlled, either directly or indirectly, by the same
party; or
c. the relationship between the company and the major shareholders.
In connection with the above, considering that the Merger Participating Companies are under
common control of the same party, which is MUFG, ADFM and MFIN can be considered
affiliated companies. Therefore, the Merger transaction is a merger transaction that is exempt
from the obligation of Notification to the KPPU. ADMF has submitted a consultation request
to KPPU to confirm that the Merger between ADMF and MFIN is exempt from the obligation
to Notify KPPU. Based on the submitted consultation request, ADMF has received KPPU
Statement Letter No. M20325 dated 20 June 2025, which states that the Merger plan is
declared to be in accordance and does not meet the mandatory notification requirements to
KPPU after the Merger Effective Date.
N. Information on Tax Treatment
1. Corporate Income Tax
Based on Article 10 paragraph (3) of Income Tax Law, the transfer of assets due to mergers
must be carried out based on market value, unless otherwise stipulated by the Minister of
Finance.
ADMF and MFIN may apply to use the book value of the proposed Merger to the DGT, in
accordance with Article 10 paragraph (3) of the Income Tax Law and Article 392 of PMK-81.
If approval for the use of book value on the proposed Merger is granted, there are no direct
income tax implications arising from the transfer of assets related to the Merger.
2. Value Added Tax
Based on Article 1A paragraph 2 of VAT Law regulates that the transfer of taxable goods in
the context of merger, combination, expansion, spin-off, and acquisition of a business are not
included in the meaning of the delivery of taxable goods, thus exempted from the imposition
of VAT, provided that the party who makes the transfer and who receives the transfer is a
Taxable Entrepreneur
ADMF and MFIN are Taxable Entrepreneurs, therefore, no VAT is payable from the transfer
of assets in the context of this business merger based on the above provisions.
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3. Other Tax Matters
Transfer of Land and/or Building
The transfer of land and/or buildings by MFIN in the Merger will be subject to land and
building related taxes. This means that in accordance with GR 34/2016, and the Binding Sale
and Purchase Agreement on Land and/or Buildings and its Amendments, MFIN will be
subject to a final income tax of 2.5% on the gross transfer value or amount that should have
been received. Pursuant to Article 6 PP-34, this tax may not be payable if approval for the
use of book value is obtained for the proposed Merger.
Based on Law No. 1 Year 2022 regarding the Relationship between the Central and Regional
Governments, ADMF will be required to pay the Land and Building Rights Acquisition Fee
("BPHTB") of 5% of the transfer value or Tax Object Selling Value ("NJOP") whichever is
higher, after deducting the non-taxable amount. A reduction in BPHTB may be available if
approval for the use of book value is obtained for the proposed Merger.
Cancellation of Taxpayer Identification Number ("NPWP") and Cancellation of Taxable
Entrepreneurs Status ("PKP")
Based on Law No. 6 Year 1983 regarding General Provisions and Tax Procedures, as last
amended by Job Creation into Law, the DGT can cancel the Taxpayer's NPWP if the Taxpayer
is liquidated or dissolved due to a business merger. Taxpayers who will be liquidated or
dissolved due to a business merger can apply for the cancellation of NPWP to the DGT. In
addition to the cancellation of the NPWP, Taxpayers also need to cancel the PKP by
submitting an application to the DGT.
In connection with the cancellation of the MFIN NPWP, then (i) the implementation of rights
and fulfillment of tax obligations until the time of merger, is using the MFIN NPWP; and (ii)
the implementation of rights and fulfillment of tax obligations after the Effective Date of the
Merger, is using the ADMF NPWP.
MFIN will submit an application to obtain the status of a Non-Effective Taxpayer to the DGT
after submitting an application for the cancellation of the NPWP and the cancellation of the
PKP.
In the process of cancelling the NPWP and cancelling the PKP, the DGT will conduct an audit
to MFIN. Based on the results of the audit, the DGT will give a decision on the application for
the cancellation of the NPWP no later than 12 months after the application is submitted to
the DGT. Upon the application for the cancellation of the PKP, the DGT will give a decision
on the application for the cancellation of the PKP no later than 6 months after the application
is submitted to the DGT.
III. INFORMATION REGARDING THE SURVIVING COMPANY
A. NAME, DOMICILE, AND CONTROLER OF THE SURVIVING COMPANY
The Merger is carried out without changing the name and domicile of ADMF, and therefore ADMF
will continue use the current name, domicile, and head office address of ADMF in conducting its
financing business activities after the Merger. After the Merger, the Surviving Entity will continue its
business activities through its office network both originally engaged by the Merger Participating
Companies.
Since the Merger Participating Companies are controlled, directly and/or indirectly, by the same
party i.e. MUFG, the implementation of the Merger will not result in the change of controller / new
controller of the Surviving Company under OJK Rule 74/2016.
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B. CAPITAL STRUCTURE AND SHAREHOLDERS COMPOSITION OF THE SURVIVING
COMPANY POST-MERGER
Assuming that there are no shareholders of each Merger Participating Company who disagree with
the Merger and use their right to sell their shares to the relevant Merger Participating Companies,
the capital structure and shareholding composition of ADMF after the Merger will be as follows:
Share Nominal Value @ IDR 100 per share **
Description
Number of Shares Nominal Value %
Authorized Capital 4,000,000,000 400,000,000,000
Issued and Paid-up Capital
- Bank Danamon 920,700,000 92,070,000,000 74.50
- MUFG 233,865,134 23,386,513,400 18.93
- PT Zurich Asuransi Indonesia Tbk 4,204,800 420,480,000 0.34
- Public* 77,033,175 7,703,317,500 6.23
Total Issued and Paid-up Capital 1,235,803,109 123,580,310,900 100.00
Shares in Portfolio 2,764,196,891 276,419,689,100
*a combination of ADMF's shareholders who have share ownership of less than 5% (five percent) of the total
issued and paid-up capital of ADMF.
**The table assumes that no minority shareholders participate in the share buyback.
C. COMPOSITION AND REMUNERATION OF MEMBERS OF BOD AND BOC OF THE SURVIVING
COMPANY
After the Merger Effective Date, the BOD, BOC, and Sharia Supervisory Board of the Surviving
Company are as follows:
BOD*
No. Position Name
1 President Director I Dewa Made Susila
2 Director Swandajani Gunadi
3 Director Niko Kurniawan Bonggowarsito
4 Director Harry Latif
5 Director Denny Riza Farib
6 Director Sylvanus Gani Kukuh Mendrofa
7 Director Takanori Mizuno
8 Director Sigit Hendra Gunawan
9 Director Ricky Gunawan
BOC*
No. Position Name
1 President Commissioner Daisuke Ejima
2 Independent Commissioner Krisna Wijaya
3 Independent Commissioner Manggi Taruna Habir
4 Commissioner Congsin Congcar
5 Commissioner Honggo Widjojo Kangmasto
Sharia Supervisory Board*
No. Position Name
1 Chairman Fathurrahman Djamil
2 Member Noor Ahmad
3 Member Rini Fatma Kartika
*Effective after passing the fit and proper test from OJK.
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Remuneration of Members of BOD and BOC of the Surviving Company
Remuneration, including salary, honorarium, and other benefits for the Board of Directors, Board
of Commissioners and Sharia Supervisory Board of ADMF as the Surviving Company will be carried
out in accordance with ADMF's articles of association and applicable laws and regulations.
D. ORGANIZATION STRUCTURE
The following is ADMF organizational structure after the Merger Effective Date:
E. ASSESSMENT ON THE SOUNDNESS LEVEL OF THE SURVIVING COMPANY AFTER THE
MERGER
The assessment of the soundness level of the Surviving Company after the Merger, based on the
result of the assessment of Good Corporate Governance, risk profile, level of profitability, and
capital, is at a Composite Rating of 2 (PK-2). The rating reflects a generally sound condition of
the company, indicating its capacity to effectively manage both internal and external risk exposures
across all assessed categories and in cases weaknesses are identified, they are generally deemed
to be insignificant.
Overall, the Surviving Company’s soundness level is unchanged compared to ADMF’s and MFIN’s
individual soundness level prior to the Merger.
F. PROFORMA FINANCIAL STATEMENT OF THE SURVIVING COMPANY
The proforma financial statement of the Surviving Company as at 31 December 2024 which have
been reviewed by the Public Accountant Office of Liana Ramon Xenia & Partners (a member (as
the term is used in Ministry of Finance Regulation Number 186/PMK.01/2021 and OJK Rule 9 of
2023) of Deloitte Southeast Asia Limited) (formerly known as Public Accountant Office of Imelda &
Partners). The proforma financial statement of the Surviving Company as at 31 December 2024,
have been prepared based on the financial statements of ADMF and MFIN as at 31 December
2024 which have been audited, with proforma adjustments in accordance with the Statements of
Financial Accounting Standards (“PSAK”).
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Statements of Financial Position (stated in millions of Rupiah)
Historical
PT Adira Historical
Dinamika PT Mandala
Multi Finance Multifinance Pro forma
Tbk Tbk adjustments Pro forma
ASSETS
Cash and cash equivalents
Cash on hand 117,502 34,512 152,014
Cash in banks
Third parties 580,860 269,099 849,959
Related parties 855,496 101,750 957,246
Consumer financing receivables – net of
allowance for impairment losses
Third parties 20,143,154 5,877,637 (2,106,116) 23,914,675
Related parties 6,972 - - 6,972
Murabahah financing receivables – net of
allowance for impairment losses
Third parties 5,551,137 - 966,751 6,517,888
Related parties 785 - - 785
Musyarakah mutanaqisah financing
receivables – net of allowance for
impairment losses - - 1,151,408 1,151,408
Finance lease receivables – net of
allowance for impairment losses 2,235,399 - - 2,235,399
Prepaid expenses
Third parties 158,137 22,314 (135) 180,316
Related parties 44,053 9 125 44,187
Other receivables – net
Third parties 121,381 30,808 (12,344) 139,845
Related parties 54,239 - - 54,239
Derivative assets 62,806 8,263 - 71,069
Prepaid tax 73,809 - - 73,809
Investment in shares, related party 396,870 - - 396,870
Investment in associate 901,143 - (901,143) -
Fixed assets – net of
accumulateddepreciation 287,222 205,060 (29,190) 463,092
Right-of-use assets – net of accumulated
depreciation 263,534 - 29,190 292,724
Intangible assets – net of accumulated
amortisation 295,046 48,523 - 343,569
Deferred tax assets 397,545 81,566 - 479,111
Advances - 5,039 (5,039) -
Other assets 41,101 - 6,651 47,752
TOTAL ASSETS 32,588,191 6,684,580 (899,842) 38,372,929
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Statements of Financial Position (stated in millions of Rupiah)
Historical
PT Adira Historical
Dinamika PT Mandala
Multi Finance Multifinance Pro forma
Tbk Tbk adjustments Pro forma
LIABILITIES
Borrowings
Third parties 4,849,352 1,922,551 205 6,772,108
Related parties 5,816,114 49,875 125 5,866,114
Accrued expenses
Third parties 545,950 51,169 (4,845) 592,274
Related parties 91,774 10 - 91,784
Bonds payable – net
Third parties 6,191,030 - - 6,191,030
Related parties 186,800 - - 186,800
Other payables
Third parties 525,405 76,561 88,198 690,164
Related parties 709,823 2,278 2,390 714,491
Trade payables
Third parties - 91,671 (91,671) -
Related parties - - - -
Lease liabilities 137,978 - - 137,978
Taxes payable 136,152 108,937 - 245,089
Derivative liabilities 75,416 - - 75,416
Employee benefits liabilities 934,823 91,569 5,928 1,032,320
Mudharabah bonds
Third parties 801,830 395,529 971 1,198,330
Related parties 30,000 - - 30,000
TOTAL LIABILITIES 21,032,447 2,790,150 1,301 23,823,898
EQUITY
Share capital 100,000 133,844 (110,264) 123,580
Additional paid-in capital 6,750 143,485 2,846,332 2,996,567
Retained earnings
Appropriated 242,578 26,500 (26,500) 242,578
Unappropriated 11,208,198 3,590,601 (3,610,711) 11,188,088
Changes in fair value on investment in
shares measured at fair value through
other comprehensive income 9,588 - - 9,588
Cumulative losses on derivative
instrument for cash flow hedges – net (11,370) - - (11,370)
EQUITY – NET 11,555,744 3,894,430 (901,143) 14,549,031
TOTAL LIABILITIES AND EQUITY 32,588,191 6,684,580 (899,842) 38,372,929
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Statement of Profit or Loss and Other Comprehensive Income (stated in millions of Rupiah)
Historical
PT Adira Historical
Dinamika PT Mandala
Multi Finance Multifinance Pro forma
Tbk Tbk adjustments Pro forma
INCOME
Consumer financing 6,190,857 2,266,828 (1,011,907) 7,445,778
Murabahah margin 1,561,549 - 543,926 2,105,475
Musyarakah mutanaqisah margin - - 403,300 403,300
Finance leases 266,455 - - 266,455
Interest income - 30,894 (30,894) -
Others 1,950,909 72,622 95,575 2,119,106
Share in net income of associate 20,110 - (20,110) -
TOTAL INCOME 9,989,880 2,370,344 (20,110) 12,340,114
EXPENSES
Salaries and benefits (2,485,620) (580,957) (15,612) (3,082,189)
Interest expense and financing charge (1,294,011) (225,687) 45,099 (1,474,599)
Provision for impairment losses
Consumer financing (1,659,412) (399,710) 64,807 (1,994,315)
Murabahah financing (514,803) - (84,604) (599,407)
Musyarakah mutanaqisah financing - - (74,866) (74,866)
Finance leases (51,501) - - (51,501)
General and administrative (1,541,136) (378,028) 76,986 (1,842,178)
Marketing (624,993) - (62,147) (687,140)
Revenue sharing for mudharabah bonds (61,575) - (45,099) (106,674)
Others (4,513) (117,901) 95,436 (26,978)
TOTAL EXPENSES (8,237,564) (1,702,283) - (9,939,847)
INCOME BEFORE INCOME TAX
EXPENSE 1,752,316 668,061 (20,110) 2,400,267
Income tax expense (345,634) (152,397) - (498,031)
NET INCOME FOR THE YEAR 1,406,682 515,664 (20,110) 1,902,236
OTHER COMPREHENSIVE INCOME
Items that will not be reclassified to
profit or loss
Changes in fair value on investment in
shares measured at fair value through
other comprehensive income 12,292 - - 12,292
Remeasurement of post-employee benefits 12,705 (22,646) - (9,941)
Income tax relating to other comprehensive
income that will not be reclassifies to profit
or loss (5,499) 4,982 - (517)
Items that will be reclassified to profit or
loss
Effective portion of the fair value change of
the derivative instrument – cash flow hedge (13,618) - - (13,618)
Income tax relating to other comprehensive
income that will be reclassified to profit or
loss 2,996 - - 2,996
OTHER COMPREHENSIVE INCOME NET
OF TAX 8,876 (17,664) - (8,788)
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR 1,415,558 498,000 (20,110) 1,893,448
EARNINGS PER SHARE – BASIC 1,407 194 1,539
(expressed in full amount of Rupiah)
G. FUTURE BUSINESS PLAN OF THE SURVIVING COMPANY FOR THE FIRST THREE YEARS
Following the Merger, ADMF will continue to adopt the vision and mission of ADMF as the Surviving
Company, as follows:
• Vision: “Creating shared value to improve well-being.”
• Mission: “Providing a wide range of financial solutions tailored to each customer’s needs
through synergy with the ecosystem.”
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Strategic Priorities Include: driving segmented sales growth and regaining market share in potential
segments, enhancing customer retention while balancing credit quality and competitive margins,
accelerating asset growth in high-margin business segments, advancing digital transformation and
ecosystem integration, improving productivity and operational excellence, simplifying and
streamlining processes to enhance customer experience, strengthening customer-centric services
through innovation and loyalty programs.
ADMF will maintain capital adequacy ratios in accordance with post-Merger regulations and internal
policies as well as to ensure gearing ratio remains within regulatory and company policy thresholds,
sustain return on equity (ROE) at levels targeted post-Merger.
ADMF will continue to focus on growing quality financing assets to optimize profitability, leveraging
synergies from the Merger Participating Companies and maintain a consistent dividend payout ratio
(DPR) as per ADMF’s policy. Moreover, ADMF will optimize synergies and collaboration with MUFG
& Bank Danamon to secure business growth, funding and liquidity access.
Following the Merger, ADMF will continuously evaluate its branch network and distribution
channels, prioritizing business continuity, customer service, and cost efficiency.
H. AMENDMENT OF AOA OF THE SURVIVING COMPANY
The Articles of Association of ADMF as the Surviving Company will be amended in relation to the
increase of issued and paid-up capital of ADMF due to the issuance of new shares to the
shareholders of MFIN as the Dissolving Company.
IV. ESTIMATED TIMELINE OF MERGER IMPLEMENTATION
No. Milestones Date
1. BOC approval of each Merger Participating Company on the Merger and 28 April 2025
the Merger Plan.
2. FHC approval application of Bank Danamon to OJK 28 April 2025
3. Submission of: 30 April 2025
a. Application for (i) Merger Approval & Fit and Proper Test Approval
for the Primary Parties to OJK (IKNB) and (ii) Merger Registration
Statement to OJK (Capital Market), accompanied by supporting
documents.
b. Application for Principal Approval to IDX for the listing and issuance
of ADMF’s new shares to the shareholders of MFIN as a result of the
Merger.
4. a. Abridged Merger Plan announcement to (i) the public in 2 (two)
national daily newspapers and on the websites of the Merger
Participating Companies, and (ii) the employees of the Merger
Participating Companies.
b. Submission of merger approval request letter to the relevant
creditors of the Merger Participating Companies (as required in the
existing loan agreements).
c. Notification of Merger to the relevant stakeholders (debtor, business
partners, and creditors) of the Merger Participating Companies.
5. Submission of evidence of the announcement of the Abridged Merger
Plan to OJK (Capital Market). 30 April 2025
6. The deadline for creditors or any related third party of the Merger 14 May 2025
Participating Companies to submit objection regarding the Merger.
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No. Milestones Date
7. The submission of the EGMS agenda of the Merger Participating 14 May 2025
Companies to OJK (Capital Market).
8. a. EGMS Announcement of the Merger Participating Companies and 21 May 2025
submission evidence of the EGMS announcement of the Merger
Participating Companies to IDX;
b. Information disclosure on Affiliated Transaction regarding the
Merger.
9. Submission of an Application for Approval from OJK (IKNB) for the MFIN 27 May 2025
liquidation team.
10. EGMS Invitation of the Merger Participating Companies and submission 5 June 2025
of evidence of the EGMS Invitation of the Merger Participating
Companies to IDX.
11. The estimated date of the issuance of OJK approval for the appointment 60 (sixty)
of Bank Danamon as FHC. business days
after OJK has
received the
complete
documents
12. The deadline for obtaining approval from creditors of the Merger 20 June 2025
Participating Companies as required under the existing loan
agreements.
13. Announcement of Additional Information and/or Changes to the 25 June 2025
Summary of the Merger Plan in (a) national newspapers or the BEI
website, and (b) the websites of the Merger Participating Companies.
14. The date of issuance of: 26 June 2025
a. The Effective Merger Statement from OJK (Capital Market); and
b. Principal Approval from IDX.
15. The date of issuance of Merger approval from OJK (IKNB). 30 June 2025
16. Notification to IDX regarding the issuance of the Effective Merger 30 June 2025
Statement from OJK (Capital Market) and Merger Approval from OJK
(IKNB).
17. Announcement of Second Additional Information and/or Changes to the 30 June 2025
Summary of the Merger Plan in (a) national newspapers or the BEI
website, and (b) the websites of the Merger Participating Companies.
18. EGMS of each Merger Participating Companies to approve, among 30 June 2025
other, the Merger along with the Merger Plan, and the draft of the Deed
of Merger, share buyback shares owned by shareholders who do not
approve the Merger and request their shares to be bought back by the
Merger Participation Companies (as relevant) , amendment to the AOA
(specifically for ADMF), dismissal of all members of the Board of
Directors, Board of Commissioners, and Sharia Supervisory Board of
MFIN (specifically for MFIN), the implementation of the simplified
liquidation process of MFIN as well as the appointment of the MFIN
Liquidation Team (only for MFIN).
19. The estimated date of issuance of Approval for the Fit and Proper Test 30 June 2025 –
for Primary Parties from OJK (IKNB). 31 July 2025
20. The estimated date of issuance of OJK approval for the MFIN Liquidation 30 June 2025 –
Team. 31 July 2025
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No. Milestones Date
21. Estimated date of implementation on liquidation process of MFIN by From the date of
MFIN Liquidation Team due to the Merger. OJK approval up
to a maximum of
two years
thereafter
22. Announcement & Disclosure Information: 2 July 2025
a. Announcement of Summary of Minutes of Meeting of EGMS of the
Merger Participating Companies to public and IDX.
b. Announcement and disclosure of information regarding shares
buyback.
23. Deadline for submission of statements by shareholders of the Merger 3 July 2025 - 15
Participating Companies who do not approve the merger and wish to sell July 2025
their shares to MFIN or ADMF (as relevant).
a.
24. Submission of the work plan and budget for the implementation of the 15 Juli 2025
liquidation by the MFIN Liquidation Team to OJK.
25. Merger business license adjustment at Online Singe Submission system 15 July 2025 - 31
to merge the business license data of ADMF and MFIN and obtain the July 2025
NIB Merger.
26. Signing of the Merger Deed by the Merging Companies. 16 July 2025
27. Submission to the IDX: 16 July 2025 - 18
a. Deed of Merger July 2025
b. Final schedule for the listing of ADMF shares resulting from the
merger.
28. Verification process for the shares buyback request. 16 July 2025 -31
a. July 2025
29. Submission of the report by ADMF to OJK (IKNB) on the implementation 18 July 2025
of the EGMS along with:
a. Deed of Merger;
b. Deed of EGMS Resolution approving the Merger;
c. MFIN Closing balance sheet;
d. Tax Exemption Letter (Surat Fiskal) of MFIN.
30. Submission of Minutes of Meeting of the EGMS Resolutions of the 29 July 2025
Merger Participating Companies to OJK (Capital Market).
31. Shares Buyback Payment 26 September
2025
32. The last trading of MFIN shares before the Merger becomes effective on 26 September
the IDX. 2025
33. Submission of the Merger Deed, Deed of the EGMS Resolutions 29 September
approving the Merger, and Deed of Amendment to the AOA of ADMF to 2025
the MOL.
34. The last trading of ADMF shares before the Merger becomes effective 30 September
on the IDX. 2025
35. Recording Date of MFIN shareholders entitled to receive ADMF shares 30 September
resulting from the Merger. 2025
36. Obtaining approval from the MOL for the amendment of the AOA of 30 September –
ADMF. 1 October 2025
37. Submission to the IDX of proof of obtaining approval from the MOL for 30 September –
the amendment of the AOA of ADMF. 1 October 2025
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No. Milestones Date
38. Revocation of business license and sharia business unit license of MFIN 30 September –
by OJK IKNB. 1 October 2025
39. Effective Merger Date. 1 October 2025
40. Issuance of additional ADMF shares to MFIN shareholders. 1 October 2025
41. Effective date of listing and trading of additional ADMF shares resulting 1 October 2025
from the Merger on IDX.
42. Effective date of delisting MFIN shares from IDX. 1 October 2025
43. Submission of post-Merger implementation report to OJK (Capital 6 October 2025
Market).
44. Report on change in shares ownership to OJK (Capital Market) for 6 October 2025
Substantial Shareholders (shareholders > 5% shareholding and
controlling shareholder) of ADMF and MFIN.
45. Submission of a report to OJK (IKNB) regarding: 6 October 2025
a. Implementation of the Merger;
b. Amendment to the AOA of ADMF.
46. Operational Effective Merger Date. 1 October 2026
The above timetable is only an estimation. The timetable maybe changed due to the certain
circumstances beyond the control of ADMF and/or MFIN that occured after the date of this Merger
Plan.
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V. ADDITIONAL INFORMATION
Any Shareholders who require further information regarding this Merger plan may contact the
following:
PT ADIRA DINAMIKA MULTI FINANCE PT MANDALA MULTIFINANCE TBK
TBK Domiciled in Central of Jakarta
Domiciled in South Jakarta Mandala Finance Building
Millennium Centennial Center 53rd, 56th- Jl. Menteng Raya No. 24 A-B
61st Floor Central Jakarta 10340
Jl. Jenderal Sudirman Kav. 25 Indonesia
South Jakarta 12920 Phone: (+62 21) 2925 9955
Indonesia Fax: (+62 21) 2925 9950
Phone (+62 21) 3973-3322 Website address: https://mandalafinance.com
Fax: (+62 21) 2992 8200 / 8300 Email: corsec@mandalafinance.com
Website address: https://www.adira.co.id/
Email: af.corsec@adira.co.id
39
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p.1 ×2
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ADIRA MULTI FINANCE TBK.
p.2 ×2
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Directorate General of Taxes
p.3
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Ministry of Finance
p.3 ×7
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KPPU
p.4 ×11
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Minister of Law
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Ministry of Justice
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Minister of Law and Human Rights
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Minister of Finance
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Misahardi Wilamarta
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South Jakarta District Court
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Mala Mukti
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Fathiah Helmi
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PT Adimitra Jasa Korpora
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Zurich Asuransi Indonesia Tbk
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Noor Ahmad
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Rini Fatma Kartika
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PT Home Credit Indonesia
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PT Vidya Cipta Leasing Corporation
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Central Jakarta District Court
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Leolin Jayayanti
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Saptono Budi Satryo
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Multipurpose Financing
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Liana Ramon Xenia & Partners
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Ministry of Finance Regulation
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Deloitte Southeast Asia Limited
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