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20250612_MFIN_Pemberitahuan Rencana//Penyampaian Panggilan//Hasil RUPO//RUPSU//RUP EBA-SP_31894374_lamp2.pdf
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RECTIFICATION CALL
TO THE HOLDERS OF
SUKUK MUDHARABAH SUSTAINABLE I MANDALA MULTIFINANCE PHASE III
YEAR 2023
PT Bank Rakyat Indonesia (Persero) Tbk., domiciled in Central Jakarta, in this case acting as Trustee of
Sukuk Mudharabah Berkelanjutan I Mandala Multifinance Phase III Year 2023 based on the Deed of Trustee
Agreement of Sukuk Mudharabah Berkelanjutan I Mandala Multifinance Phase III Year 2023 No. 57 dated 31
May 2023 made before Fatiah Helmi, S.H., Notary in Jakarta, between PT Mandala Multifinance Tbk (the
‘Company’) and PT Bank Rakyat Indonesia (Persero) Tbk (the ‘Trustee Agreement’), hereby intends to make
an amendment to the call of the General Meeting of Sukuk Holders (“GMSu”) to the Holders of Mandala
Multifinance Sustainable Mudaraba Sukuk I Phase III Year 2023 (‘Sukuk Holders’), which will be held on 5
June 2025, specifically on the agenda of the GMSu which hereinafter reads as follows :
RUPSu Agenda:
1. Approval of the plan to merge the Company with PT Adira Dinamika Multi Finance Tbk, which
will cause the Company to be liquidated.
Explanation: The Company intends to seek RUPSu approval for the plan to merge the Company with
PT Adira Dinamika Multi Finance Tbk (‘Adira Finance’) which will result in all assets, rights and
obligations of the Company being transferred to Adira Finance, subsequently the Company's business
licence will be revoked and the Company liquidated (‘Transaction Plan’). The RUPSu approval given
under the agenda will be effective when the completion of the Transaction Plan occurs, which the
completion of the Transaction Plan is subject to the prevailing laws and regulations and the fulfilment of
the conditions in the related agreement, among others, obtaining approval from the Financial Services
Authority and the General Meeting of Shareholders for the business merger plan of the Company.
2. Approval of the change of Sukuk Issuer from the Company to PT Adira Dinamika Multi Finance
Tbk in all agreements for the Sukuk Mudharabah issuance.
Explanation: The Company intends to seek GMSu approval to approve the change of Mudharabah
Sukuk Issuer from the Company to PT Adira Dinamika Multi Finance Tbk, which approval will be
effective with the effective implementation of the Business Combination Plan, where the completion of
the Business Combination Plan will be carried out subject to the prevailing laws and regulations
including obtaining approval from the Financial Services Authority and the General Meeting of
Shareholders of the Company.
3. Approval of the amendments to the guarantee provisions in the trustee agreement for the
issuance of Sukuk Mudharabah.
Explanations: The Company intends to seek RUPSu approval to approve the changes in the trusteeship
agreement in particular the provisions regarding collateral to be adjusted to the provisions regarding
collateral in all sukuk issued by PT Adira Dinamika Multi Finance Tbk, namely to be without special
collateral (‘Clean Collateral’). The RUPSu approval given under the agenda will be effective when the
completion of the Transaction Plan occurs, which the completion of the Transaction Plan is subject to
the prevailing laws and regulations and the fulfilment of the conditions in the related agreement, among
others, obtaining approval from the Financial Services Authority and the General Meeting of
Shareholders for the business merger plan of the Company.
There are no other changes in the invitation to the General Meeting of Sukuk Holders (‘GMSu’) to the Holders
of Sustainable Mudharabah Sukuk I Mandala Multifinance Phase III Year 2023..
Jakarta, 12 June 2025
COMPANY TRUSTEE
PT MANDALA MULTIFINANCE Tbk PT BANK RAKYAT INDONESIA (PERSERO) Tbk
Names mentioned 5 people and organisations named in the text · linked when the evidence is strong
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Fatiah Helmi
· Notaris
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Financial Services Authority
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