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DISCLOSURE OF INFORMATION IN CONNECTION WITH AN AFFILIATED TRANSACTION
THIS DISCLOSURE OF INFORMATION IS CONVEYED BY THE COMPANY FOR THE PURPOSE OF
COMPLYING WITH THE PROVISIONS OF FINANCIAL SERVICES AUTHORITY REGULATION NO.
42/POJK.04/2020 CONCERNING AFFILIATED TRANSACTIONS AND CONFLICT OF INTEREST
TRANSACTIONS (“POJK 42/2020”).
THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS OF THE COMPANY, WHETHER
INDIVIDUALLY OR JOINTLY, ARE FULLY RESPONSIBLE FOR THE ACCURACY AND COMPLETENESS OF
THE INFORMATION AS DISCLOSED IN THIS DISCLOSURE OF INFORMATION AND, AFTER HAVING
CONDUCTED CAREFUL EXAMINATION, AFFIRM THAT THE INFORMATION CONTAINED IN THIS
DISCLOSURE OF INFORMATION IS TRUE AND THAT THERE ARE NO MATERIAL AND RELEVANT
IMPORTANT FACTS THAT HAVE NOT BEEN DISCLOSED OR OMITTED SUCH THAT THE INFORMATION
PROVIDED IN THIS DISCLOSURE OF INFORMATION BECOMES UNTRUE AND/OR MISLEADING.
PT BANK DANAMON INDONESIA Tbk
Business Activity
Banking
Head Office Adress
Menara Bank Danamon
Jalan HR. Rasuna Said, Blok C No. 10, Karet, Setiabudi
Jakarta Selatan, DKI Jakarta 12920
Situs website: www.danamon.co.id
This Disclosure of Information is published in Jakarta on 25 June 2026
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I. INTRODUCTION
This Disclosure of Information is prepared for the purpose of complying with Article 4 paragraph (1)
letter b of POJK 42/2020, which requires a Public Company conducting an Affiliated Transaction to
announce disclosure of information on each Affiliated Transaction to the public.
This Disclosure of Information on the Affiliated Transaction is in connection with the Capital participation
of PT Bank Danamon Indonesia Tbk (“Company”) in PT Home Credit Indonesia (“HCI”) in order to fulfill
the requirements for the establishment of an Operational Financial Holding Company (“FHC”) and a
Financial Conglomeration (“FC”).
This transaction does not constitute a material transaction from the perspective of the Company as
referred to in Financial Services Authority Regulation No. 17/POJK.04/2020 concerning Material
Transactions and Changes in Business Activities (“POJK No. 17/2020”), based on the audited financial
statements of the Company and HCI as of 31 December 2025 audited by Public Accounting Firm Liana
Ramon Xenia & Rekan.
II. DESCRIPTION OF THE TRANSACTION
1. Transaction Date 24 June 2026
The Company has signed a share purchase agreement for HCI shares
with PT Adira Dinamika Multi Finance Tbk, the holder of 9.82% of Series
A shares.
2. Transaction Object The object of the transaction is 59 (fifty-nine) Series A Shares in HCI,
with an aggregate nominal value of Rp59,000,000,000.00 (fifty-nine
billion rupiah) (the “Sale Shares”), representing 9.82% (nine point eight
two percent) of the total issued shares of HCI; to be effected through the
sale and purchase of HCI shares with PT Adira Dinamika Multi Finance
Tbk.
3. Transaction Value The Parties agree that the sale price for the sale and purchase of the Sale
Shares is Rp400,000,000,000.00 (four hundred billion rupiah) for all
shares (the “Sale Price”).
4. Parties to the a. Seller
Transaction PT Adira Dinamika Multifinance Tbk (“ADMF” or “Seller”)
PT Adira Dinamika Multi Finance Tbk is a public limited liability
company established under the laws of the Republic of Indonesia and
domiciled in South Jakarta. ADMF was established pursuant to Deed of
Establishment No. 131 dated 13 November 1990, drawn up before
Misahardi Wilamarta, S.H., Notary in Jakarta, which obtained approval
from the Minister of Justice under Decree No. C2-19.HT.01.01.TH.91
dated 8 January 1991, was registered with the South Jakarta District
Court under No. 34/Not.1991/PN.JKT.SEL dated 14 January 1991, and
was announced in State Gazette No. 12 dated 8 February 1991,
Supplement No. 421.
ADMF’s Articles of Association have been amended several times, most
recently referring to Deed of Statement and Restatement of Resolutions
of the General Meeting of Shareholders No. 45 dated 22 May 2026, drawn
up before Mala Mukti, S.H., LL.M., Notary in Jakarta, which has been
notified to the Minister of Law and Human Rights as evidenced by
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Receipt of Notification of Amendment to the Articles of Association No.
AHU-AH.01.03-0169717 dated 17 June 2026 and approved pursuant to
Decree of the Minister of Law of the Republic of Indonesia No. AHU-
0038629.AH.01.02 Tahun 2026 dated 17 June 2026 concerning
Approval of Amendment to the Articles of Association of PT Adira
Dinamika Multi Finance Tbk.
Based on ADMF’s Articles of Association, the purposes and objectives of
ADMF are to engage in the financing business and sharia financing
through its sharia business unit. ADMF has obtained a conventional
financing business license under Minister of Finance Decree No.
253/KMK.013/1991 dated 4 March 1991, as well as a sharia financing
business license under OJK Decree No. KEP-172/NB.223/2015 dated 24
June 2015.
ADMF’s head office is located at Millennium Centennial Center Floors 53,
56–61, Jl. Jenderal Sudirman Kav. 25, South Jakarta 12920, Indonesia.
Capital Structure and Shareholding Composition
ADMF’s register of shareholders as of 31 May 2026 is as follows:
Nominal Value @ IDR 100 per share
Description Number of Total Nominal
%
Share 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 Bank Ltd. 233.757.759 23.375.775.900 18,92
- PT Adira Dinamika 9.816.154 981.615.400 0,79
Multi Finance Tbk
(Treasury Shares)
- PT Zurich Asuransi 4.204.800 420.480.000 0,34
Indonesia Tbk
- Public* 67.324.396 6.732.439.600 5,45
Total Issued and Paid-Up 1.235.803.109 123.580.310.900 100,00
Capital
Unissued Shares 2.764.196.891 276.419.689.100
*Represents the aggregate of ADMF shareholders each holding less than 5% (five
percent) of the total issued and fully paid shares in ADMF.
Management Composition
Board of Directors
No. Position Name
1 President Director I Dewa Made Susila
2 Vice President Swandajani Gunadi
Director
3 Vice President Niko Kurniawan Bonggowarsito
Director
4 Director Denny Riza Farib
5 Director Sylvanus Gani Kukuh Mendrofa
6 Director Sigit Hendra Gunawan
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7 Director Ricky Gunawan
8 Director Takanori Mizuno
Board of Commissioners
No. Position Name
1 President Nobuya Kawasaki*
Commissioner
2 Independent Krisna Wijaya
Commissioner
3 Independent Manggi Taruna Habir
Commissioner
4 Commissioner Congsin Congcar
5 Commissioner Theresia Adriana Widjaja *
* The appointment of Mr. Nobuya Kawasaki and Ms. Theresia Adriana Widjaja as
President Commissioner and Commissioner of the Company, were based on the
resolution of the Annual GMS dated April 6, 2026, and will become effective after
obtaining regulatory approval
Sharia Supervisory Board
No. Position Name
1 Chairman Fathurrahman Djamil
2 Member Noor Ahmad
3 Member Rini Fatma Kartika
b. Buyer
PT Bank Danamon Indonesia Tbk (“Company” or “Buyer”)
PT Bank Danamon Indonesia Tbk is a public limited liability company
established under the laws of the Republic of Indonesia, domiciled in
South Jakarta. The Company was established on 16 July 1956 pursuant
to Notarial Deed No. 134 dated 16 July 1956 of Meester Raden Soedja,
S.H., which was approved by the Minister of Justice of the Republic of
Indonesia under Decree No. J.A.5/40/8 dated 24 April 1957 and
announced in Supplement No. 664 to State Gazette of the Republic of
Indonesia No. 46 dated 7 June 1957.
The Company’s Articles of Association have been amended several times,
most recently as set out in Deed of Statement of Resolutions of the
Annual General Meeting of Shareholders of PT Bank Danamon Indonesia
Tbk No. 12 dated 2 April 2026, drawn up before Mala Mukti, S.H., LL.M.,
Notary in Jakarta. Receipt of notification of such amendment to the
Articles of Association has been received and recorded in the Legal
Entity Administration System of the Ministry of Law of the Republic of
Indonesia under Receipt of Notification of Amendment to Articles of
Association No. AHU-AH.01.03-0119302 dated 24 April 2026, and has
also obtained approval from the Minister of Law of the Republic of
Indonesia under Decree of the Minister of Law of the Republic of
Indonesia No. AHU-0026917.AH.01.02. Year 2026 concerning Approval
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of Amendment to the Articles of Association of PT Bank Danamon
Indonesia Tbk dated 24 April 2026.
Based on the Company’s Articles of Association, the purposes and
objectives of the Company are to conduct business activities as a
Conventional Commercial Bank, including banking activities through a
Sharia Business Unit.
The Company’s head office is located at Menara Bank Danamon, Jalan HR.
Rasuna Said, Blok C No. 10, Karet, Setiabudi, Jakarta Selatan, DKI Jakarta
12920 Indonesia.
Capital Structure and Shareholding Composition
Number of issued
Total Nominal Percentage of
Shareholder and fully paid
Value ownership
shares
Authorized Capital
Series A Shares
(nominal value of
22,400,000 1,120,000,000,000 0.13%
Rp50,000 (full amount)
per share)
Series B Shares
(nominal value of
17,760,000,000 8,880,000,000,000 99.87%
Rp500 (full amount)
per share)
Issued and Fully Paid-up Capital
Series A Shares
(nominal value of
22,400,000 1,120,000,000,000 0.23%
Rp50,000 (full amount)
per share)
Series B Shares
(nominal value of
Rp500 (full amount)
per share)
- MUFG Bank, Ltd.
9,038,053,192 4,519,026,596,000 92.47%
(direct and indirect)
- Public (each holding
713,099,678 356,549,839,000 7.3%
below 5%)
Total Issued and Fully
9,773,552,870 5,995,576,435,000 100%
Paid-up Capital
Management Composition
Board of Directors
No. Position Name
1 President Director Nobuya Kawasaki
2 Director Herry Hykmanto
3 Director Rita Mirasari
4 Director Dadi Budiana
5 Director Thomas Sudarma
6 Director Jin Yoshida
7 Director Yenny Siswanto
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Board of Commissioners
No. Position Name
1 President Commissioner Yasushi Itagaki
2 Vice President Halim Alamsyah
Commissioner
(Independent)
3 Independent Commissioner Hedy Maria Helena
Lapian
4 Independent Commissioner Muliadi Rahardja*
5 Commissioner Dan Harsono
6 Commissioner Takeo Shimotsu*
*The appointments of Mr. Takeo Shimotsu as Commissioner and
Mr. Muliadi Rahardja as Independent Commissioner were based
on the resolution of the Annual GMS dated 31 March 2026 and
will become effective after obtaining regulatory approval.
Sharia Supervisory Board
No. Position Name
1 Chairman M. Sirajuddin Syamsuddin
2 Member Hasanuddin
3 Member Asep Supyadillah
1.
5. Description Of The The description of the affiliation relationship is explained in the
Affiliation shareholding-structure chart of each party as follows:
Relationship The transaction between the Company and ADMF is referred to as an
affiliated transaction because it meets the criteria of an affiliation as
referred to in Article 1 point 1 letters d, e, and f of POJK 42/2020, namely
a relationship between a company and a party that directly or indirectly
controls or is controlled by that company (letter d), a relationship
between 2 (two) companies that are controlled, directly or indirectly, by
the same party (letter e), and a relationship between a company and its
principal shareholder (letter f).
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In this transaction, the Company (as buyer) has an affiliation
relationship with ADMF (as seller) because the Company is the parent
company/principal shareholder in ADMF with a shareholding of 74.50%
(seventy-four point fifty percent), and ADMF is a subsidiary of the
Company, both of which are directly controlled by MUFG Bank, Ltd.
(“MUFG Bank”).
6. Considerations And This transaction is carried out in order to comply with POJK No. 30 of
Reasons For 2024 concerning Financial Conglomeration and Financial
Conducting The Conglomeration Holding Companies
Transaction With An
Affiliated Party MUFG Bank Ltd. Japan, as the Controlling Shareholder of the MUFG FC
Instead Of With A in Indonesia, appointed the Company on 25 April 2025 to act as the
Non-Affiliated Party Operational FHC of the MUFG FC in Indonesia, and the Company has also
obtained OJK approval based on the decision of the Board of
Commissioners of the Financial Services Authority No. KEP-
5/KS.1/2025 dated 24 June 2025.
The Company has also obtained OJK approval through Letter No. S-
183/pb.32/2026 dated 5 June 2026 regarding approval of the
Company’s capital participation activity in PT Home Credit Indonesia.
Through strengthening ownership and control over HCI, the Company
can carry out its role and responsibilities as FHC more effectively,
including in terms of consolidated supervision, governance
strengthening, and consistency in the implementation of policies at the
financial-conglomerate level.
2. In line with the Company’s business strategy, this capital participation
activity broadens the Company’s business exposure to the digital
multipurpose-financing segment with a focus on financing household
and electronic products managed by HCI. This opens opportunities for
the Company to enrich the use of data and analytics, product
development, as well as optimize cross-entity synergies within the
financial conglomeration, including in customer acquisition, ecosystem
expansion, and enhancement of the Bank’s overall digital capabilities.
III. SUMMARY OF THE APPRAISAL REPORT
The Company has appointed Kantor Jasa Penilai Publik (hereinafter referred to as “KJPP”) Kusnanto &
Rekan (hereinafter referred to as “KR”), as the independent appraiser to give an opinion on the market
value of 9.82% of HCI’s shares and to provide a fairness opinion on the Transaction. KJPP KR as registered
KJPP based on the Ministry of Finance Decree No. 2.19.0162 dated 15 July 2019 and listed as a capital
market supporting profession of the Financial Services Authority (hereinafter referred to as "OJK") under
Registered Letter of Capital Market Supporting Profession of OJK No. KEP-210/KS.13/2026 (business
appraisers). Accordingly, KJPP KR has been appointed by the Company as the independent appraiser
pursuant to engagement letter No. KR/260206-002 regarding the engagement for valuation services of
9.82% of HCI’s shares and fairness opinion services, as approved by the Company’s management on 6
February 2026.
The following is a summary of the valuation report of the 9.82% shareholding in HCI prepared by KJPP KR
under report No. 00094/2.0162-00/BS/07/0153/1/V/2026 dated 20 May 2026.
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1. Parties to the Transaction
The parties involved in the Transaction are the Company and ADMF.
2. Valuation Object
The valuation object is the market value of 9.82% of HCI’s shares (hereinafter referred to as the
“Valuation Object”).
3. The Effective Date of the Valuation Object
The market value of the Valuation Object in the valuation was calculated as of 31 December 2025.
This date was selected based on the consideration of interests and the objective of the valuation as
well as the financial data of HCI that KJPPKR have received. The financial data was HCI financial
statements for the year ended 31 December 2025 which became the basis of this valuation.
4. Purpose of the Valuation
The objective of the valuation is to obtain an independent opinion on the market value of the
Valuation Object stated in Rupiah and/or its equivalency as of 31 December 2025
The purpose of the valuation is to provide an overview on the market value of the Valuation Object
which would then be used as a reference and consideration by the Company's management in
accordance with the implementation of the Transaction relating to the adjustment of the
ownership and control structure in accordance with the provisions of POJK 30/2024, as well as to
comply with the provisions of POJK 42/2020.
This valuation was performed in compliance with the provisions of OJK Rule No. 35/POJK.04/2020
concerning “Valuation and Presentation of Business Valuation Report in Capital Markets” dated 25
May 2020 (hereinafter referred to as “POJK 35/2020”) and Indonesian Valuation Standards 2018,
Revised Edition SPI300, SPI310, SPI320, SPI330 (hereinafter referred to as "SPI").
5. Assumptions and Limiting Conditions
This valuation was prepared based on the market and economic conditions, general business and
financial conditions as well as applicable Government regulations until the date of issuance of this
valuation report.
The valuation of the Valuation Object performed with the discounted cash flow method was based
on HCI financial statements projections prepared by the management of HCI. In preparing the
financial statements projections, various assumptions were developed based on the performance
of HCI in previous years and management’s plan for the future. KJPP KR have made some
adjustments to the financial statements projections in order to describe the operating conditions
and performance of HCI more fairly during the valuation. Overall, there were not any significant
adjustments that have been applied to the performance targets of HCI and reflect its fiduciary duty.
KJPP KR are responsible for the valuation and the fairness of the financial statements projections
based on the historical performance of HCI and the information from the management of HCI to
such financial statements projections. KJPP KR are also responsible for the valuation report of HCI
and the final value conclusion.
In performing the analysis, KJPP KR assumed and relied on the accuracy, reliability, and
completeness of all financial information and other information provided to KJPP KR by the
Company and HCI or publicly available which were essentially true, complete and not misleading
and KJPP KR are not responsible to perform an independent investigation of such information.
KJPP KR also relied on assurances from the management of the Company and HCI that they did not
know the facts which led to the information given to us to be incomplete or misleading.
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In the valuation assignment, KJPP KR assumed the fulfillment of all conditions and obligations of
the Company. KJPP KR also assumed that from the date of the valuation until the date of issuance
of the valuation report, there were no changes that could materially affect the assumptions used in
the valuation. KJPP KR are not responsible to reaffirm or to supplement or to update our opinion
due to the changes in the assumptions and conditions as well as events occurring after the report
date.
The valuation analysis of the Valuation Object was prepared using the data and information as
disclosed above. Any changes to the data and information may materially affect the outcome of our
opinion. KJPP KR are not responsible for the changes in the conclusions of our valuation as well as
any losses, damages, costs or expenses caused by undisclosed information which led the data
obtained to be incomplete and/or could be misinterpreted.
Since the result of our valuation extremely depended on the data and the underlying assumptions,
the changes in the data sources and assumptions based on market data would change the result of
our valuation. Therefore, KJPP KR stated that the changes to the data used could affect the result
of the valuation and that such differences could be material. Although the content of this valuation
report had been prepared in good faith and in a professional manner, KJPP KR are unable to accept
the responsibility for the possibility of the differences in our conclusion caused by additional
analysis, the application of the valuation result as a basis to perform the analysis of the transaction
or any changes in the data used as the basis of the valuation. The valuation report of the Valuation
Object represents a non-disclaimer opinion and is an open-for-public report unless there was
confidential information on such a report, which might affect the operation of the Company and
HCI.
Our work related to the valuation of the Valuation Object was not and could not be interpreted in
any form, a review or an audit or implementation of certain procedures of financial information.
The work was also not intended to reveal weaknesses in internal control, errors or irregularities
in the financial statements or violation of the law. Furthermore, KJPP KR have also obtained the
information on the legal status of HCI based on the articles of association of HCI.
6. Valuation Approaches and Methods Used
The valuation of the Valuation Object relied on internal and external analysis. The internal analysis
was performed based on the data provided by the management, historical analysis on HCI
statements of financial position and statements of comprehensive income, review of HCI operating
conditions and management as well as resources. HCI prospect in the future was evaluated based
on the business plans and financial statements projections provided by the management that KJPP
KR have reviewed the fairness and consistency. The external analysis was performed based on a
brief review of external factors considered as the value drivers, including a brief review of the
prospects of the related industry.
In applying the valuation methods to determine the indicative market value of a "business
interest", it is essential to rely on representative financial statements (statements of financial
position and statements of comprehensive income), therefore adjustments are required on the net
book value of statements of financial position and the normalization of profit of statements of
comprehensive income which are commonly prepared by the management based on historical
figures. The company's book value as reflected in statements of financial position and statements
of comprehensive income represents the acquisition value and does not reflect the economic value
that can be used fully as a reference of the company’s market value during the valuation.
The valuation methods applied in the valuation of the Valuation Object were discounted cash flow
method and guideline publicly traded company method.
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The discounted cash flow method was used considering that the operations carried out by HCI in
the future will still fluctuate according to the estimated HCI business development. In performing
the valuation through this method, HCI operations were projected based on the estimated HCI
business development. Future cash flows generated by financial statements projections were
converted into the present value using an appropriate discount rate to the level of risks. The
indicative value was the total present value of future cash flows.
Guideline publicly traded company method was used in the valuation despite the unavailability of
information for similar companies with similar business scale and assets in public company stock
market, but it is expected that the available public companies stock data could be used as
comparative data for the value of shares owned by HCI.
The approaches and valuation methods above were considered to be the most suitable to be
applied in this assignment and had been approved by the management of HCI. It is possible that
the application of other valuation approaches and methods may give different results.
Furthermore, the values obtained from each of these methods are reconciled by weighting.
7. Value Conclusion
Based on the analysis of all data and information that KJPP KR have received and by considering
all relevant factors affecting the valuation, therefore in KJPP KR opinion, the market value of the
Valuation Object as of 31 December 2025 is Rp 408.95 billion.
IV. SUMMARY OF THE APPRAISER’S REPORT ON THE FAIRNESS OF THE TRANSACTION
The following is a summary of the fairness opinion report on the Transaction prepared by KJPP KR under
Report No. 00129/2.0162-00/BS/07/0153/1/VI/2026 dated 24 June 2026.
1. Parties to the Transaction
The parties involved in the Transaction are the Company and ADMF.
2. Object of the Fairness Opinion
The object of the Fairness Opinion on the Transaction is the acquisition of 59 Series A shares,
equivalent to 9.82% of HCI’s shares, from ADMF, with a transaction value of Rp400.00 billion.
3. The Fairness Opinion Date
The Fairness Opinion on the Transaction in the fairness opinion report was calculated as of 31
December 2025. This date was selected based on the consideration of interests and the objective of
the analysis of the Fairness Opinion on the Transaction.
4. Purpose of the Fairness Opinion
The purpose of the fairness opinion is to provide an overview on the fairness of the Transaction,
which would then be used as a reference and consideration by the Company's management in
connection with the implementation of the Transaction relating to the adjustment of the ownership
and control structure in accordance with the provisions of POJK No. 30/2024, as well as to comply
with the provisions of POJK No. 42/2020.
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5. Assumptions and Limiting Conditions
The Fairness Opinion analysis on the Transaction was prepared using the data and information as
disclosed above, such data and information of which KJPP KR have reviewed. In performing the
analysis, KJPP KR relied on the accuracy, reliability and completeness of all financial information,
information on the legal status of the Company and other information provided to us by the
Company or publicly available and KJPP KR are not responsible for the accuracy of such information.
Any changes to the data and information may materially influence the outcome of our opinion. KJPP
KR also relied on assurances from the management of the Company that they did not know the facts
which led to the information given to KJPP KR to be incomplete or misleading. Therefore, KJPP KR
are not responsible for the changes in the conclusions of our Fairness Opinion caused by changes in
those data and information.
The Company's consolidated financial projections before and after the Transaction was prepared
by the Company's management. KJPP KR have reviewed such financial projections and those
financial projections have described the operating conditions and performance of the Company.
Overall, there were not any significant adjustments to be made to the performance targets of the
Company.
KJPP KR did not perform an inspection of the Company's fixed assets or facilities. In addition, KJPP
KR also did not give an opinion on the tax impact of the Transaction. The service KJPP KR provided
to the Company in connection with the Transaction merely was the provision of the Fairness
Opinion on the Transaction, not accounting services, auditing or taxation. KJPP KR did not perform
observation on the validity of the Transaction from legal aspects and implication of taxation aspects.
The Fairness Opinion on the Transaction was only performed from economic and financial aspects.
The fairness opinion report on the Transaction represented a non-disclaimer opinion and was an
open-for-public report unless there was confidential information on such report, which might affect
the Company's operations. Furthermore, KJPP KR have also obtained the information on the legal
status of the Company and HCI based on the articles of association of the Company and HCI.
Our work related to the Transaction was not and could not be interpreted in any form, a review or
an audit or an implementation of certain procedures of financial information. The work was also not
intended to reveal weaknesses in internal control, errors or irregularities in the financial statements
or violation of law. In addition, KJPP KR did not have the authority and was not in a position to obtain
and analyze a form of other transactions that existed and might be available to the Company other
than the Transaction and the effect of these transactions to the Transaction.
This Fairness Opinion was prepared based on the market and economic conditions, general business
and financial conditions as well as government regulations related to the Transaction on the
issuance date of this Fairness Opinion.
In preparing the Fairness Opinion, KJPP KR applied several assumptions, such as the fulfillment of
all conditions and obligations of the Company as well as all parties involved in the Transaction.
Transaction would be executed as described accordingly to a predetermined time period and the
accuracy of the information regarding the Transaction which was disclosed by the Company's
management.
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The Fairness Opinion should be viewed as a whole and the use of partial analysis and information
without considering other information and analysis as a whole may cause a misleading view and
conclusion on the process underlying the Fairness Opinion. The preparation of the Fairness Opinion
was a complicated process and might not be possible to perform through incomplete analysis.
KJPP KR also assumed that from the issuance date of the Fairness Opinion until the execution date
of the Transaction, there were no changes that could materially affect the assumptions used in the
preparation of the Fairness Opinion. KJPP KR are not responsible to reaffirm or to supplement or to
update our opinion due to the changes in the assumptions and conditions as well as events occurring
after the letter date. The calculation and analysis in the Fairness Opinion have been performed
properly and KJPP KR are responsible for the fairness opinion report.
The conclusion of the Fairness Opinion is applicable for no changes that might materially impact on
the Transaction. Such changes include, but not limited to, the changes in conditions both internally
on the Company and externally on the market and economic conditions, general conditions of
business, trading and financial as well as government regulations of Indonesia and other relevant
regulations after the issuance date of the fairness opinion report. Whenever after the issuance date
of the fairness opinion report such changes occur, the Fairness Opinion on the Transaction might be
different.
6. Fairness Opinion Approaches and Methods
In evaluating the Fairness Opinion on the Transaction, KJPP KR has conducted analyses using the
following approaches and procedures:
I. Analysis of the Transaction;
II. Qualitative and quantitative analysis of the Transaction; and
III. Analysis of the fairness of the Transaction.
7. Conclusion
Based on the scope of works, assumptions, data, and information acquired from the Company's
management which was used in the preparation of this fairness opinion report, a review of the
financial impact on the Transaction as disclosed in the fairness opinion report, therefore in KJPP KR
opinion, the Transaction is fair.
V. THE COMPANY’S PLAN, DATA OF THE COMPANY TO BE ACQUIRED, AND OTHER RELATED
INFORMATION
Company Plan
The plan and commitment of Company as the Controlling Shareholder (“PSP”) of HCI are prepared with
reference to Company’s vision and mission, namely: “We Care and Help Millions of People Achieve
Prosperity,” as well as the Bank’s aspiration to become a leading financial group in financing and
funding with sustainable profitability, as set out in Company’s 2026–2028 Bank Business Plan.
All plans and development directions as described in this document are prepared based on the
conditions and assumptions prevailing at the time of submission and may be reviewed and adjusted by
taking into account developments in market conditions, macroeconomic dynamics, the Company’s risk
profile, as well as applicable regulatory provisions and policies.
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1. Company’s Commitment to HCI’s Development
The Company is committed to supporting the development of HCI as a healthy, competitive, and
sustainable consumer financing company, while continuing to prioritize prudential principles and
compliance with applicable laws and regulations. Such commitment is realized through:
• Strengthening synergies within the MUFG FC ecosystem
HCI will be positioned as an integral part of the MUFG FC’s consumer-financing ecosystem in
Indonesia, in order to broaden service reach, improve operational efficiency, and strengthen
value propositions to customers.
• Strengthening governance and risk management
The Company will ensure the implementation of good corporate governance and risk
management in line with MUFG FC standards and Financial Services Authority requirements,
including through integrated supervision as the Operational FHC.
• Sustainability and quality of HCI’s business model
The Company is committed to maintaining HCI’s balanced and sustainable growth while
continuing to prioritize asset quality, financing-risk management, and consumer protection.
2. HCI Development Plan for at Least 3 (Three) Years After Acquisition
The HCI development plan as described below constitutes the initial strategic direction to be
implemented by Company as the PSP.
Implementation and refinement of that strategy will be carried out after Company effectively
acquires control over HCI and may be adjusted based on further review of HCI’s operating
condition, financial performance, risk profile, and developments in prevailing market and
macroeconomic condition.
a. Short Term
At the initial stage following the effective acquisition of control, Company and HCI will
prioritize:
• Review of HCI’s strategy, business model, and risk profile;
• Strengthening asset quality and the management of non-performing financing;
• optimization of funding structure, including the utilization of relationships with banking
partners, to obtain more efficient and sustainable funding; and
• Alignment of HCI’s governance and risk-management policies with the integrated risk-
management framework of the MUFG FC.
b. Medium Term
In the medium term, Company will encourage:
• Strengthening market penetration and measured expansion of HCI’s service network
• Development of financing products relevant to public needs, including point-of-sale
financing, multipurpose financing, and business-capital financing for individual MSME
actors; and
• Enhancement of customer experience and retention through loyalty programs aligned
with HCI’s risk profile.
c. Long Term
In the long term, Company views HCI as:
• One of the consumer-financing pillars in the MUFG FC ecosystem in Indonesia;
• A financing company with a diversified funding structure, strong digital capabilities, and
mature governance and risk management; and
• An entity contributing to the sustainable enhancement of national financial inclusion and
literacy.
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Page 14
This elaboration of the development plan is not intended as a binding financial commitment. Any
strategic decision or corporate action will be carried out through the applicable governance
mechanisms and will obtain internal and regulatory approvals if required. In its implementation, all of
the above development plans will always be aligned with prudential principles, HCI’s business
condition, and regulatory provisions and directions.
As the Controlling Shareholder of HCI, the Company will consolidate HCI’s financial statements such
that HCI’s performance and financial position are reflected in the Company’s consolidated financial
statements.
Data of the Company to Be Acquired
HCI is a limited liability company with private-company status established and operating in Indonesia.
Since commencing operations in 2013, Home Credit Indonesia has engaged in financing, including
investment financing, working capital financing, multipurpose financing, credit cards, and other
financing activities approved by OJK and/or in accordance with financial-sector regulations. Oriented
toward consumer needs, HCI provides transparent and responsible financial services, ranging from
consumer financing to protection. To date, HCI has served more than 6.6 million customers through
more than 20,000 point-of-sale locations in more than 200 cities, in cooperation with various
manufacturers and retailers, both offline and online, to broaden public access to financial services that
are fast, planned, and easy to manage
VI. STATEMENT OF THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS
In connection with this Affiliated Transaction,
1. The Company’s Board of Directors states that this Transaction has gone through the procedures
referred to in Article 3 of POJK 42/2020.
2. The Board of Commissioners and the Board of Directors of the Company state that:
a. this Affiliated Transaction does not contain a conflict of interest;
b. all material information has been disclosed in this Disclosure of Information and such
information is not misleading.
VII. OTHER INFORMATION
Members of the public who have questions or require additional information in connection with this
Disclosure of Information may contact:
PT Bank Danamon Indonesia Tbk
Menara Bank Danamon
Jalan HR. Rasuna Said, Blok C No. 10, Karet, Setiabudi
Jakarta Selatan, DKI Jakarta 12920
Website: www.danamon.co.id
Phone: +62 21 8064 5000
Email: corporate.secretary@danamon.co.id
14/14
Names mentioned 58 people and organisations named in the text · linked when the evidence is strong
unresolved
org
FINANCIAL SERVICES AUTHORITY
p.1 ×5
unresolved
org
PT Home Credit Indonesia
p.2
unresolved
org
Public Accounting Firm Liana Ramon Xenia & Rekan
p.2
unresolved
org
Adira Dinamika Multifinance Tbk
p.2 ×2
unresolved
person
Misahardi Wilamarta
· Notaris
p.2
unresolved
org
Minister of Justice
p.2 ×2
unresolved
org
South Jakarta District Court
p.2
unresolved
person
Mala Mukti
· Notaris
p.2 ×3
unresolved
org
Minister of Law and Human Rights
p.2
unresolved
org
Minister of Law
p.3 ×3
unresolved
org
Minister of Finance Decree
p.3
unresolved
org
PT Adira Dinamika
p.3
unresolved
org
Multi Finance Tbk
p.3
unresolved
org
Indonesia Tbk
p.3
unresolved
person
Nobuya Kawasaki
· President
p.4 ×3
unresolved
person
Theresia Adriana Widjaja
· President Commissioner
p.4 ×2
unresolved
person
Noor Ahmad
· Member
p.4
unresolved
person
Rini Fatma Kartika
· Member
p.4
unresolved
person
Meester Raden Soedja
p.4
unresolved
org
Ministry of Law
p.4
unresolved
person
Yasushi Itagaki
· President Commissioner
p.6 ×2
unresolved
person
Harsono
· Commissioner
p.6
unresolved
person
Takeo Shimotsu
· Commissioner
p.6 ×2
unresolved
person
M. Sirajuddin Syamsuddin
· Chairman
p.6
unresolved
person
Hasanuddin
· Member
p.6
unresolved
person
Asep Supyadillah
· Member
p.6
unresolved
org
PT Home Credit Indonesia. Through
p.7
unresolved
org
Kusnanto & Rekan
p.7
unresolved
org
KJPP KR
p.7 ×40
unresolved
org
Ministry of Finance Decree
p.7
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
Rule parser
Needs review
confidence 0.091
6105 ms
12 Sep 2026 22:03
Raw output
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'reference_period': '',
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'ticker': '',
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