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20250422_MFIN_Keterbukaan Informasi terkait Aksi Korporasi_31877015_lamp1.pdf
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DISCLOSURE OF INFORMATION TO SHAREHOLDERS
PT MANDALA MULTIFINANCE TBK
IN THE CONTEXT OF THE COMPANY'S PLAN TO DISTRIBUTE BONUS SHARES ORIGINATING
FROM THE CAPITALISATION OF ADDITIONAL PAID-IN CAPITAL (AGIO SAHAM) AS
REFERRED TO IN THE FINANCIAL SERVICES AUTHORITY REGULATION NO. IX.
27/POJK.04/2020 REGARDING BONUS SHARES ("INFORMATION DISCLOSURE")
THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS OF THE COMPANY, BOTH
INDIVIDUALLY AND COLLECTIVELY, ARE FULLY RESPONSIBLE FOR THE ACCURACY AND
COMPLETENESS OF THE INFORMATION AS DISCLOSED IN THIS INFORMATION DISCLOSURE
AND AFTER CAREFUL RESEARCH, CONFIRM THAT THE INFORMATION CONTAINED IN THIS
INFORMATION DISCLOSURE IS CORRECT AND THERE ARE NO IMPORTANT MATERIAL AND
RELEVANT FACTS THAT ARE NOT DISCLOSED OR OMITTED SO AS TO CAUSE THE
INFORMATION PROVIDED IN THIS INFORMATION DISCLOSURE TO BE UNTRUE AND/OR
MISLEADING.
PT MANDALA MULTIFINANCE TBK (“PERSEROAN”)
Business Activities:
Financing
Address:
Jl. Menteng Raya No. 24 A-B Jakarta Pusat 10340, Indonesia
Telp: (6221) 2925 9955
Email: corsec@mandalafinance.com
This Information Disclosure is addressed to the Shareholders in order to complete and/or update the
information of the Company's Information Disclosure dated 11 March 2025 in connection with the
Company's plan to distribute Bonus Shares originating from a portion of the Company's Additional Paid-
up Capital (Agio Saham) in 2024, as decided at the Company's Annual General Meeting of
Shareholders (‘AGMS’) held on 17 April 2025 at the head office of PT Mandala Multifinance Tbk on Jl.
Menteng Raya No 24 A-B Central Jakarta 10340.
This Disclosure of Information is published in Jakarta, 22 April 2025
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GENERAL
A. Riwayat Singkat Perseroan
The Company was established under the name of PT Vidya Cipta Leasing Corporation pursuant
to notarial deed of Joenoes Enoeng Maogiman, S.H., No. 147 dated 13 August 1983. The deed
of establishment was approved by the Minister of Justice of the Republic of Indonesia by Decree
No. C2- 6783.HT.01.01.TH.83 dated 15 October 1983 and was announced in the Official
Gazette of the Republic of Indonesia No. 63 dated 8 August 1989, Supplement to Official
Gazette No. 1526. Since its establishment, the Company's articles of association have been
amended several times, where the latest amendment to the Company's articles of association
is based on Notarial Deed of Mala Mukti, S.H., L.L.M. No. 49 dated 13 November 2024, in
relation to the amendment of the Company's Articles of Association. This amendment has
obtained approval from the Minister of Law of the Republic of Indonesia by Decree No. AHU-
0079868.AH.01.02.TAHUN 2024 and the notification has been submitted to and received by the
Ministry of Law of the Republic of Indonesia as evident in letter No. AHU-AH.01.03-0219091
both dated 9 December 2024. (Deed No. 49). Meanwhile, the composition of the Company's
Board of Directors and Board of Commissioners was last amended based on Notarial Deed of
Leolin Jayayanti, S.H., M.Kn. No. 41 dated 25 September 2024, in relation to the changes in the
composition of the Company's Board of Directors and Commissioners. This amendment has
been notified to and received by the Ministry of Law of the Republic of Indonesia as evidenced
in letter No. AHU-AH.01.09-0255967 dated 26 September 2024 (‘Deed No. 41’).
On 23 August 2005, the Company obtained an effective statement from the Chairman of the
Capital Market and Financial Institutions Supervisory Agency (‘Bapepam-LK’) (now the Financial
Services Authority - OJK) with its letter No. S2303/PM/2005 to conduct a public offering of
1,325,000,000 shares of the Company to the public with a nominal value of Rp100 per share
(full amount) and an offering price of Rp195 per share (full amount). The Company listed all of
its shares on the Jakarta Stock Exchange (BEJ) (now Indonesia Stock Exchange - BEI) on 6
September 2005.
The Company is located at Jl. Menteng Raya No. 24 A-B, Central Jakarta 10340, Indonesia with
details for communication or correspondence purposes as follows:
PT Mandala Multifinance Tbk
Business Activities: Financing
B. Business Activities
Based on Notarial Deed of Mala Mukti, S.H., L.L.M. No. 49 dated 13 November 2024, in relation
to the amendment of the Company's Articles of Association. This amendment has obtained
approval from the Minister of Law of the Republic of Indonesia with Decree No. AHU-
0079868.AH.01.02.TAHUN 2024 and the notification has been submitted to and received by the
Ministry of Law of the Republic of Indonesia as evident in letter No. AHU-AH.01.03-0219091
both dated 9 December 2024. (Deed No. 49), the purpose and objective of the Company is to
engage in the Financing Company and Sharia Financing Company which is a Sharia Business
Unit. To achieve such purpose and objective, the Company may carry out the following main
business activities:
a. Financing Company activities, including:
1. Investment Financing;
2. Working Capital Financing;
3. Multipurpose Financing;
4. Other financing business activities based on the approval of the Financial Services
Authority;
5. Operating lease and/or fee-based business activities as long as it does not conflict with
the laws and regulations in the financial services sector;
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b. Sharia Business Unit activities, including:
1. Sale and Purchase Financing;
2. Investment Financing; and/or
3. Services Financing.
C. Capital Structure and Shareholding
Based on the Register of Shareholders dated 28 February 2025, the Company's capital structure
and shareholder composition are as follows:
Keterangan Nilai Nominal per Saham Rp50
Jumlah Saham Jumlah Nilai Nominal %
(RP)
Modal Dasar 8.000.000.000 400.000.000.000
1. MUFG Bank, Ltd. 2.389.384.969 119.469.248.250 89,26
2. PT Adira Dinamika 267.703.000 13.385.150.000 10
Multi Finance Tbk
3. Masyarakat 19.799.903 989.995.150 0,74
Modal Ditempatkan 2.676.887.872 133.844.393.600 100
dan Disetor Penuh
Saham dalam 5.323.112.128 266.155.606.400
Portepel
D. Management and Supervision
Based on Notarial Deed of Leolin Jayayanti, S.H., M.Kn. No. 41 dated 25 September 2024,
which notification has been submitted to and received by the Ministry of Law of the Republic of
Indonesia as evident in letter No. AHU-AH.01.09-0255967 dated 26 September 2024, Notarial
Deed of Mala Mukti, S.H., L.L.M. No. 91 dated February 21, 2025 which notification has been
submitted to and received by the Ministry of Law of the Republic of Indonesia as evident in letter
No. AHU-AH.01.09-0150094 dated March 18, 2025 and Resolution of the AGMS dated 17 April
2025, the composition of the Company's Board of Directors and Board of Commissioners is as
follows:
Board of Director
President Director : Danny Hendarko (*
Director : Christel Lasmana
Director : Frederick Nathanael
Director : Sandy Susanto
Director : Roberto AK Un
Board of Commissioner
President Commissioner : Niko Kurniawan Bonggowarsito
Independent Commissioner : Rizal Bambang Prasetijo
Commissioner : Takanori Mizuno
Notes:
(* will be effective after passing the fit and proper test from the Financial Services Authority.
Each member of the Board of Directors and Board of Commissioners listed in the above
composition is still serving in the Company as of the date of this Disclosure of Information, except
for Danny Hendarko who will be effective after passing the fit and proper test from the Financial
Services Authority.
BONUS SHARE PLAN
A. Background of Bonus Share Distribution
The Company is required to fulfil the provisions of Article 72 of the Financial Services Authority
Regulation No. 47/POJK.05/2020 of 2020 concerning Business Licensing and Institutionalisation
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of Financing Companies and Sharia Financing Companies (‘POJK No. 47/2020’), which
essentially requires the Company to adjust the provisions regarding paid-up capital to at least
Rp250,000,000,000.00.
One of the ways that the Company can comply with the provisions of Article 72 POJK No. 47/2020
is by distributing bonus shares to all shareholders of the Company derived from the capitalisation
of Additional Paid-in Capital (Agio Saham) of the Company (‘Bonus Shares’) as stipulated in the
Financial Services Authority Regulation Number 27/POJK.04/2020 of 2020 concerning Bonus
Shares (‘POJK No. 27/2020’).
The approval for the distribution of Bonus Shares was approved at the AGMS held on Thursday,
17 April 2025 in accordance with the AGMS announcement advertisement that has been
published on the Company's website https://www.mandalafinance.com and the Integrated
Electronic Reporting Facility for Issuers and Public Companies (OJK-IDX E-reporting).
B. Benefits of Bonus Share Distribution
The implementation of the Bonus Shares distribution aims to strengthen the Company's capital
structure and the Company's efforts to adjust paid-up capital as required by laws and regulations.
INFORMATION ABOUT THE BONUS SHARE DISTRIBUTION PLAN
A. Important Dates in Connection with the Bonus Share Plan
With reference to POJK No. 27/2020, hereby the Board of Directors of the Company plans to
distribute Bonus Shares originating from a portion of the Additional Paid-up Capital (Agio Saham)
of the Company as of 31 December 2024 which will be distributed to all shareholders of the
Company proportionally in accordance with the number of share ownership in the Company
(‘Bonus Share Distribution’), the following are important dates in relation to the Bonus Share
Distribution:
the date of the AGMS which approved the capitalisation of : 17 April 2025
Additional Paid-up Capital (Agio Saham) distributed to the
Company's shareholders as Bonus Shares
Announcement of Summary of Minutes of AGMS Results and : 22 April 2025
Schedule and 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
Ex Bonus Shares in Cash Market : 2 Mei 2025
Application for listing of additional shares originating from Bonus : 14 Mei 2025
Shares
Recording date who are entitled to receive Bonus Shares : 30 April 2025
Bonus Share Distribution : 22 Mei 2025
Submission of the audit results of the Bonus Share distribution : 5 Juni 2025
report that has been examined by a Public Accountant
B. Capitalisation Value of Additional Paid-in Capital (Agio Saham) of the Company as of 31
December 2024
Additional Paid-up Capital as of 31 December 2024 as recorded in the Company's Financial
Statements audited by the Public Accounting Firm Liana, Ramon, Xenia & Partners signed by
Elisabeth Imelda, S.E., M.Ak., CPA, AP.0849 with report No. 00029/2.1460/AU.1/09/0849-
1/1/II/2025 dated 28 February 2025, was recorded at Rp143,484,813,156. The Board of Directors
will propose to distribute Bonus Shares from the capitalisation of Additional Paid-in Capital (Agio
Saham) in the amount of Rp116,155,606,400.
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C. Distribution Ratio of Bonus Shares Derived from Additional Paid-in Capital (Agio Saham)
Taking into account the number of shares issued in the Company totalling 2,676,887,872 shares
with a nominal value of Rp50 (fifty Rupiah) per share. The distribution of Bonus Shares derived
from the Capitalisation of Additional Paid-in Capital (Agio Saham), such that the ratio of each
holder of 1,000 shares on the date of determination of the Register of Shareholders Eligible to
obtain Bonus Shares derived from Additional Paid-in Capital (Agio Saham) will obtain 867.840656
Bonus Shares with a nominal value of Rp50 (fifty Rupiah) per share. Rp50 (fifty Rupiah) per
share. Therefore, the number of shares to be issued as Bonus Shares from the Capitalisation of
Additional Paid-in Capital (Agio Saham) will be 2,323,112,128 Bonus Shares.
D. Basis of Pricing used as the basis for distributing Bonus Shares from Additional Paid-in
Capital (Agio Shares)
The issue price of Bonus Shares originating from the Capitalisation of Additional Paid-in Capital
(Agio Saham) is carried out using a nominal value of IDR 50 (Fifty Rupiah) as stipulated in Article
9 POJK No. 27/2020.
E. The Effect of Bonus Share Distribution on the Company, Shareholders' Investment Value
and the Company's Share Price
1. Impact on the Company.
The distribution of Bonus Shares originating from Capitalisation from Additional Capital (Agio
Saham) will strengthen the Company's capital structure and increase the number of Shares
of the Company which is one of the Company's efforts to increase the number of shares
owned by shareholders so that it is expected that share trading on the Stock Exchange will
become more liquid.
The Company's capital based on the list of shareholders published by the Share Registrar
PT Sinartama Gunita on 5 March 2025 and the capital assumptions before and after the
issuance of Bonus Shares both from Capitalisation of Retained Earnings and Capitalisation
of Additional Paid-in Capital are as follows:
Keterangan Before Bonus Share Distribution After Bonus Share Distribution
Total Shares Total Nominal % Total shares Total Value %
Value Rp50 per Nominal Rp50 per
shares shares
Capital Base 8.000.000.000 400.000.000.000 8.000.000.000 400.000.000.000
Issued and
Fully Paid-up
Capital
1. 1. MUFG Bank 2.389.384.969 119.469.248.450 89,26 4.462.989.962 223.149.498.100 89,26
Ltd
2. 2. PT Adira 267.703.000 13.385.150.000 10 500.026.548 25.001.327.400 10
Dinamika Multi
Finance Tbk
3. 3. Public 19.799.903 989.995.150 0,74 36.983.490 1.849.174.500 0,74
4. Total Issued 2.676.887.872 133.844.393.600 100 5.000.000.000 250.000.000.000 100
and Paid-up
Capital
5. Shares in 5.323.112.128 266.155.606.400 3.000.000.000 150.000.000.000
Portepel
2. Effect on Shareholders.
a. The distribution of Bonus Shares whether derived from Capitalisation of Retained
Earnings or Capitalisation derived from Additional Capital (Agio Saham) cannot be
indicated as the company's ability to achieve a performance.
b. The distribution of Bonus Shares is made proportionally to all shareholders of the
Company in accordance with their ownership portion, as well as the value of
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shareholders' investment in the Company's shares both before and after the distribution
of Bonus Shares is the same.
c. The issuance of Bonus Shares originating from the capitalisation of agio uses the nominal
value of the Company's shares of Rp. 50, - (fifty Rupiah) per share, thus after the date of
determining the list of shareholders entitled to Bonus Shares, the market price per unit of
the Company's shares on the Indonesia Stock Exchange may be affected in proportion
to the Bonus Share distribution ratio.
d. With the distribution of Bonus Shares, the number of units of the Company's shares in
the market will increase followed by an adjustment in the price of the Company's shares
after the Bonus Shares are distributed. distribution of Bonus Shares, it is expected that
the distribution of the Company's shares will become more evenly distributed in the
community and the Company's shares will become more liquid and better reflect the
performance of the Company.
TAX TREATMENT OF BONUS SHARES
As stipulated in Law Number 7 of 1983 on Income Tax as amended several times and last amended by
Law Number 7 of 2021 on Harmonization of Tax Regulations (“Income Tax Law”) article 4 paragraph
(1), the object of tax is income, which is any additional economic capacity received or obtained by a
taxpayer, whether originating from Indonesia or from outside Indonesia, which can be used for
consumption or to increase the wealth of the taxpayer concerned. Furthermore, the explanation of the
Income Tax Law article 4 paragraph (1) letter g defines “dividend” as part of the profit received by
shareholders or insurance policyholders which includes the provision of bonus shares made without
depositing including bonus shares originating from the capitalization of agio shares.
In the explanation of Article 2 of Government Regulation No. 94 Year 2010 (“PP-94”), it is further
explained that if the bonus shares in question are granted to shareholders, so that the total nominal
value of all shares, including bonus shares received, exceeds the amount of paid-up capital, then the
issuance of bonus shares originating from the capitalization of agio shares is considered as profit
distribution or dividend. However, if bonus shares are granted to shareholders without causing the total
nominal value of all shares (including bonus shares) received or owned to exceed the amount of paid-
up capital, the issuance of bonus shares originating from capitalization of share capital is not considered
as profit distribution or dividend.
For eligible shareholders who are Foreign Taxpayers (“WPLN”), the following provisions apply:
1. Eligible shareholders who are foreign residents whose countries do not have a Double Taxation
Avoidance Agreement (“DTA”) or Tax Treaty with the Republic of Indonesia, will be subject to 20%
income tax, in accordance with the provisions of Article 26 of the law related to income tax.
2. Eligible shareholders who are foreign residents whose countries have a Double Taxation Avoidance
Agreement (“DTAA”) or Tax Treaty with the Republic of Indonesia, will be subject to Pph at a lower
rate if the Eligible Shareholders meet the requirements stated in the Regulation of the Director
General of Taxes No. PER-25/PJ/2018 dated November 21, 2018. PER-25/PJ/2018 dated
November 21, 2018 concerning Procedures for the Application of P3B (“2018 Perdir”), and submits
the SKD that is filled correctly, completely, and clearly and signed by the Eligible Shareholder (which
endorsement can be replaced with an original Certificate of Residence in English) to PT Kustodian
Sentral Efek Indonesia (“KSEI”), the Company, or the Securities Administration Bureau (“BAE”) (as
applicable) within the specified time.
For shareholders who are Foreign Taxpayers and are not included in the shareholders who receive
bonus shares from the capitalization of Retained Earnings on 30 December 2024, they are required to
deposit the amount of tax imposed on bonus shares from the capitalization of agio shares obtained to
the Company's Account.
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The deposit of bonus share tax for Foreign Taxpayers can be made to the Company's Account as
follows:
Bank : Bank Central Asia (BCA)
Account number : 6815 124 824
On behalf of : PT Mandala Multifinance Tbk.
Swift Code : CENAIDJA
The deadline for depositing tax on bonus shares from capitalization of agio shares distributed until May
22, 2025, if until the deadline the shareholders have not deposited tax obligations on the bonus shares,
the Company will first pay the shareholders' tax obligations and coordinate further with the
shareholders.
Example of tax calculation:
Negara Tarif Jumlah kepemilikan Jumlah saham bonus Pajak yang disetor
No Nama investor Harga (Rp)
Domisili pajak (lembar saham) (lembar saham) (Rp)
1 WP Luar Negeri - dengan DGT form Singapura 15% 1.000 4.370 868 568.870
2 WP Luar Negeri - tanpa DGT form Singapura 20% 3.000 4.370 2.604 2.275.478
3 WP Dalam Negeri Indonesia 0% 5.000 4.370 4.339 -
PROCEDURES FOR THE DISTRIBUTION OF BONUS SHARES
The AGMS is expected to approve the proposed distribution of Bonus Shares originating from the
capitalisation of retained earnings and the implementation of the distribution of bonus shares will be
carried out with the following procedures and procedures:
A. Pemegang Saham Yang Berhak
Shareholders who are entitled to receive Bonus Shares are shareholders listed in the Register of
Shareholders of the Company on 30 April 2025 (Recording Date) with due regard to share
ownership by such shareholders obtained based on share trading on the Indonesia Stock
Exchange at the latest on 28 April 2025 in the regular and negotiated market (cum bonus regular
and negotiated market), and on 30 April 2025 in the cash market (cum bonus cash market).
B. Rounding
If a shareholder receives Bonus Shares in fractional form (not in share units), the shares will be
rounded up for any fraction of more or less than half (>0.5 or <0.5). Any shortfall in shares arising
from such rounding will be taken from the Company's retained earnings.
C. Bonus Share Distribution
1. For shareholders whose shares are placed in the collective custody of PT Kustodian Sentral
Efek Indonesia (KSEI), the Bonus Shares will be distributed through a securities account in
a sub-account in the name of the shareholder on 22 May 2025.
2. For shareholders whose shares are still in the form of script, the Shareholders can collect the
Bonus Shares since 22 May 2025 through the Company's Securities Administration Bureau,
namely :
PT Sinartama Gunita
Menara Tekno Lt.7, Jl. Fachrudin No.19, Tanah Abang, Jakarta Pusat 10250, Indonesia
Telp: (021) 392 3003
Email: helpdesk1@sinartama.co.id
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By bringing the following documents:
For individual:
Original valid identity card (KTP). If authorised, it must bring the original power of attorney
signed on the seal by attaching a copy of the valid proof of identity of the authoriser and bring
the original proof of identity that is still valid owned by the recipient of the power of attorney.
For legal entities:
- Copy of the Deed of Articles of Association
- Copy of the Deed of the Last Management Structure
ADDITIONAL INFORMATION
To obtain information in relation to the Bonus Shares, the Company's shareholders may submit it to the
Company's Corporate Secretary, on any business day and hour to the following email address:
Corporate Secretary
PT MANDALA MULTIFINANCE TBK
Address:
Jl. Menteng Raya No. 24 A-B Jakarta Pusat 10340, Indonesia
Telp: (6221) 2925 9955
Email: corsec@mandalafinance.com
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Names mentioned 29 people and organisations named in the text · linked when the evidence is strong
unresolved
org
FINANCIAL SERVICES AUTHORITY
p.1 ×7
unresolved
org
PT Vidya Cipta Leasing Corporation
p.2
unresolved
person
Joenoes Enoeng Maogiman
p.2
unresolved
org
Minister of Justice
p.2
unresolved
person
Mala Mukti
p.2 ×3
unresolved
org
Minister of Law
p.2 ×2
unresolved
org
Ministry of Law
p.2 ×5
unresolved
person
Leolin Jayayanti
p.2 ×2
unresolved
org
Bapepam-LK
p.2 ×2
unresolved
org
Indonesia Stock Exchange
p.2 ×3
unresolved
org
PT Adira Dinamika
p.3
unresolved
org
Adira Dinamika | 267.703.000 | 13.385.150.000 | 10
Multi Finance
p.3
unresolved
org
Multi Finance Tbk
p.3
unresolved
org
Xenia & Partners
p.4
unresolved
person
Elisabeth Imelda
p.4
unresolved
org
Dinamika Multi Finance Tbk
p.5
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.6 ×3
unresolved
org
PT Sinartama Gunita Menara Tekno
p.7
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