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20250605_MFIN_Pemberitahuan Rencana//Penyampaian Panggilan//Hasil RUPO//RUPSU//RUP EBA-SP_31892366_lamp2.pdf
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INVITATION
TO THE HOLDERS
SUKUK MUDHARABAH BERKELANJUTAN 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 call a 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 at:
Date : Thursday, 19 June 2025
Time : At 11.00 AM to finish
Place : Head ffice Mandala Multifinance 9th floor
Jalan Menteng Raya No.24 A-B, Jakarta Pusat, 10340
Agenda RUPSu:
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 upon the completion of the Transaction Plan, 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 Company's business merger plan.
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 the approval of the GMSu 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.
Notes:
1. This GMSu is held at the proposal of the Company as the Issuer.
2. Attendance and Decision Making Quorum:
GMSu can be held if attended by Sukuk Holders or represented by at least 3/4 (three fourths) of the total Sukuk that have not been
repaid and are entitled to adopt valid and binding resolutions if approved by at least 3/4 (three fourths) of the total Sukuk present at
the GMSu (excluding Sukuk owned by the Issuer and/or Affiliates).
3. Explanation of the GMSu Agenda will be presented by the Issuer at the GMSu.
4. Sukuk Holders who are entitled to attend the GMSu are Sukuk Holders whose names are registered in the Sukuk Holder Register
issued by PT Kustodian Sentral Efek Indonesia (‘KSEI’) on 4 (four) Business Days prior to the date of the GMSu.
5. Sukuk Holders or their proxies are expected to be present 30 minutes before the GMSu starts.
6. Sukuk Holders who will attend the GMSu are required to bring with them:
a) Written Confirmation for RUPSu (KTUR) issued by KSEI.
b) Sukuk Holder Individu:
- If attending in person and not using a proxy: photocopy of proof of identity (valid ID card)..
- When using a power of attorney:
• original Power of Attorney to attend and make decisions at the GMSu.
• photocopy of proof of identity of the proxy grantor and proxy recipient (valid ID card)..
c) Sukuk Holder Institutions:
- If attending in person and not using a proxy:
• photocopy of the Articles of Association of the Legal Entity or Business Entity until the last amendment
• photocopy of the Articles of Association containing the composition of the last management and the authority to act of
the management.
- When using a power of attorney:
• original Power of Attorney to attend and adopt resolutions of the GMSu given by the management authorised to
represent the Legal Entity or Business Entity.
• photocopy of proof of identity of the proxy grantor and proxy recipient (valid ID card).
• photocopy of the Articles of Association of the Legal Entity or Business Entity until the latest amendment and photocopy
of the Articles of Association containing the latest composition of the management and the authority to act of the
management.
Jakarta, 5 June 2025
COMPANY TRUSTEE
PT MANDALA MULTIFINANCE Tbk PT BANK RAKYAT INDONESIA (PERSERO) Tbk
Names mentioned 6 people and organisations named in the text · linked when the evidence is strong
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Fatiah Helmi
· Notaris
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org
Financial Services Authority
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PT Kustodian Sentral Efek Indonesia
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