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AMENDMENT AND/OR SUPPLEMENT TO THE INFORMATION DISCLOSURE
TO THE SHAREHOLDERS OF PT BANK INA PERDANA, TBK (THE “COMPANY”)
IN CONNECTION WITH THE PROPOSED CAPITAL INCREASE WITHOUT PRE-EMPTIVE
RIGHTS
THE INFORMATION SET OUT IN THIS AMENDMENT AND/OR SUPPLEMENT TO THE INFORMATION
DISCLOSURE IS IMPORTANT AND SHOULD BE CAREFULLY CONSIDERED BY THE SHAREHOLDERS OF
THE COMPANY IN CONNECTION WITH THE PROPOSED CAPITAL INCREASE WITHOUT PRE-EMPTIVE
RIGHTS (“PMTHMETD”).
THIS AMENDMENT AND/OR SUPPLEMENT TO THE INFORMATION DISCLOSURE TO THE SHAREHOLDERS
IS ISSUED BY THE COMPANY IN ORDER TO COMPLY WITH THE PROVISIONS OF FINANCIAL SERVICES
AUTHORITY (OTORITAS JASA KEUANGAN - “OJK”) REGULATION NO. 32/POJK.04/2015 ON CAPITAL
INCREASES OF PUBLIC COMPANIES WITH PRE-EMPTIVE RIGHTS, AS AMENDED BY OJK REGULATION
NO. 14/POJK.04/2019 ON AMENDMENT TO OJK REGULATION NO. 32/POJK.04/2015 ON CAPITAL
INCREASES OF PUBLIC COMPANIES WITH PRE-EMPTIVE RIGHTS (“OJK REGULATION NO.
32/2015”).
IF YOU HAVE ANY DIFFICULTY UNDERSTANDING THE INFORMATION SET OUT IN THIS AMENDMENT
AND/OR SUPPLEMENT TO THE INFORMATION DISCLOSURE, YOU ARE ADVISED TO CONSULT YOUR
LEGAL COUNSEL, PUBLIC ACCOUNTANT, FINANCIAL ADVISER, OR OTHER PROFESSIONAL ADVISER.
PT BANK INA PERDANA Tbk
Domiciled in South Jakarta, Indonesia
Main Business Activity:
Banking Services
Head Office:
Gedung Ariobimo Sentral, 10th Floor
Jl. H.R. Rasuna Said Blok X-2 Kav. 5, Jakarta 12950
Telephone: (62 21) 252 5678
Fax: (62 21) 252 5025
Website: www.bankina.co.id
Email: corp_sec@bankina.co.id
Office Network:
The Company has 1 Head Office, 19 Branch Offices, 31 Sub-Branch Offices, and 8 Functional Offices located
across Jakarta, Banten, West Java, Yogyakarta, Central Java, East Java, North Sumatra, Maluku, South
Sulawesi, and Bali.
In connection with the provisions set out under OJK Regulation No. 32/2015, the Company intends to issue
up to 80,000,000 (eighty million) ordinary shares without pre-emptive rights. In relation to the proposed
PMTHMETD, the Company intends to seek approval from its shareholders at the General Meeting of
Shareholders attended by independent shareholders (the “Independent GMS”), which will be held on Friday,
5 June 2026.
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 DISCLOSED IN THIS AMENDMENT AND/OR SUPPLEMENT TO THE INFORMATION
DISCLOSURE AND, HAVING CONDUCTED DUE AND CAREFUL REVIEW, CONFIRM THAT, TO THE BEST OF
THEIR KNOWLEDGE AND BELIEF, THERE IS NO MATERIAL INFORMATION THAT HAS NOT BEEN
DISCLOSED WHICH WOULD CAUSE THE INFORMATION IN THIS AMENDMENT AND/OR SUPPLEMENT TO
THE INFORMATION DISCLOSURE TO BE UNTRUE AND/OR MISLEADING.
This Amendment and/or Supplement to the Information Disclosure is issued in Jakarta on 3 June 2026
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I. PURPOSE AND OBJECTIVES OF THE PMTHMETD
In order to support the future development of the Company’s business, the Company considers
it necessary to strengthen its capital structure so as to support the Company’s business activities.
In connection therewith, the Company plans to carry out a PMTHMETD of up to 80,000,000
(eighty million) shares with a nominal value of Rp100 (one hundred Rupiah) per share, or up to
1.30% (one point three zero percent) of all fully paid-up shares in the Company (the “New
Shares”), as set out in Deed of Statement of Meeting Resolutions No. 28, dated 20 June 2024,
made before Gatot Widodo, S.E., S.H., M.Kn., Notary in Central Jakarta, which has been notified
to the Minister of Law (“MOL”), as evidenced by the Receipt of Notification of Amendment to the
Articles of Association No. AHU-AH.01.03-0170403 dated 10 July 2024 (“Deed No. 28/2024”).
The issuance of the Company’s shares through the PMTHMETD will be carried out other than for
the improvement of financial position in accordance with the terms and conditions of Article 3
letter b of OJK Regulation No. 32/2015, as disclosed in this Amendment and/or Supplement to
the Information Disclosure, after obtaining approval from the Independent GMS to be held on 5
June 2026.
The Company’s proposed PMTHMETD will be carried out in accordance with the provisions of the
Articles of Association and does not conflict with the agreements previously entered into by the
Company. Payment for the new shares issued in connection with the PMTHMETD will be made in
cash.
This proposed PMTHMETD has been included in the Company’s 2026 Bank Business Plan, which
has obtained the approval of OJK Banking in accordance with Article 45 paragraph (1) of OJK
Regulation No. 12/POJK.03/2021 on Commercial Banks, as partially revoked by OJK Regulation
No. 22 of 2025 on Commercial Bank Reporting Through the OJK Reporting System.
There are no restrictions or negative covenants under any undertakings/agreements entered
into by the Company that may restrict the rights of public shareholders to carry out the
PMTHMETD.
The Company has never previously carried out any PMTHMETD, whether for the purpose of
improving its financial position or for any other purpose, including in connection with an
Employee/Management Share Ownership Program or otherwise. Accordingly, there is no ongoing
or outstanding PMTHMETD as referred to in Article 8C paragraphs (3) and (4) of OJK Regulation
No. 32/2015.
As of the date of this Amendment and/or Supplement to the Information Disclosure, the
Company has not received any objection from any party in relation to the proposed PMTHMETD.
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II. BRIEF DESCRIPTION OF THE COMPANY
A. Brief Summary
The Company was established under the name PT Bank Ina as set forth in Deed of
Establishment of the Company No. 32, dated 9 February 1990, made before Winnie
Hadiprodjo, S.H., substitute notary of Kartini Muljadi, S.H., Notary in Jakarta, which was
subsequently amended pursuant to Deed of Amendment to the Deed of Establishment No.
79, dated 22 May 1990, made before Kartini Muljadi, S.H., Notary in Jakarta, approving the
change of the Company’s name from PT Bank Ina to PT Bank Ina Perdana. Both deeds have
been approved by the Minister of Justice of the Republic of Indonesia (currently referred to
as the MOL) pursuant to Decree No. C2-3639 HT.01.01.Th.90, dated 23 June 1990,
registered in the register of the South Jakarta District Court under No.
718/Not/1990/PN.JKT.SEL on 13 September 1990, and announced in Supplement to the
State Gazette of the Republic of Indonesia No. 4242 of State Gazette of the Republic of
Indonesia No. 84, dated 19 October 1990.
The Articles of Association of the Company have been amended several times, with the latest
amendment to the Articles of Association as set forth in Deed No. 28/2024, which amended
Article 4 paragraph (3), Article 4 paragraph (4), Article 4 paragraph (5), Article 4 paragraph
(6), Article 4 paragraph (7), Article 4 paragraph (8), Article 5, Article 6, Article 7, Article 8,
Article 9, Article 10, Article 11, Article 12, Article 13, Article 14, Article 15, Article 16, Article
17, Article 18, Article 19, Article 20, Article 21, Article 22, Article 23, Article 24, Article 25,
and Article 26, and restated the Articles of Association of the Company (“Articles of
Association”).
The Company has obtained a business license to operate as a commercial bank based on (i)
Minister of Finance Decree No. 524/KMK.013/1991 dated 3 June 1991, and (ii) Letter No.
24/144/UPBD/PBD2 concerning the granting of a commercial bank business license, issued
by Bank Indonesia on 15 June 1991.
B. Capital Structure and Shareholding Composition
Based on the Register of Shareholders of the Company issued by the Company’s Share
Registrar, PT Raya Saham Registra, the capital structure and composition of shareholders of
the Company as of 31 May 2026 are as follows:
Shareholders Number of Total Nominal %
Shares Value
(Rp)
Authorized Capital 20.000.000.000 2.000.000.000.000
Issued and Paid-up Capital:
PT Indolife Pensiontama 1.400.830.852 140.083.085.200 22,83
UOB Kay Hian Pte Ltd 1.034.416.550 103.441.655.000 16,86
PT Samudra Biru 1.114.213.066 111.421.306.600 18,16
DBS Bank Ltd S/A LTSL as Trustee of 593.387.750 59.338.775.000 9,67
NS Financial Fund
PT Gaya Hidup Masa Kini 726.190.057 72.619.005.700 11,84
Public 1.265.678.390 126.567.839.000 20,63
Total Issued and Paid-up Capital 6.134.716.665 613.471.666.500 100,00
Shares in Portfolio 13.865.283.335 1.386.528.333.500
Treasury Shares 0 0
Pursuant to Government Regulation No. 29 of 1999 concerning the Purchase of Shares in
Commercial Banks (“GR No. 29/1999”), at least 1% (one percent) of the Bank’s shares
that are not listed on the Stock Exchange must remain owned by Indonesian citizens and/or
Indonesian legal entities. As at the date on which the Amendment and/or Supplement to the
Information Disclosure in relation to the proposed implementation of the PMTHMETD was
submitted, the number of shares owned by PT Indolife Pensiontama that were not listed on
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the IDX amounted to 61,347,167 (sixty-one million three hundred forty-seven thousand one
hundred sixty-seven) shares, or 1% (one percent) of the issued and paid-up capital.
Following this PMTHMETD, in order to comply with the provisions of GR No. 29/1999, the
number of shares of the Company to be listed on the IDX will be 6,152,569,498 (six billion
one hundred fifty-two million five hundred sixty-nine thousand four hundred ninety-eight)
shares, or 99% (ninety-nine percent) of all shares of the Company, while the Company’s
shares that will not be listed will amount to 62,147,167 (sixty-two million one hundred forty-
seven thousand one hundred sixty-seven) shares, or 1% (one percent), consisting of
61,347,167 (sixty-one million three hundred forty-seven thousand one hundred sixty-seven)
shares, or 0.99% (zero point nine nine percent), owned by PT Indolife Pensiontama, and
800,000 (eight hundred thousand) shares, or 0.01% (zero point zero one percent), owned
by PT Indoperkasa Suksesjaya Reasuransi.
Based on Decree of the Member of the Board of Commissioners of OJK No. Kep-3/D.03/2020
concerning the Result of the Fit and Proper Test of PT Indolife Pensiontama as the Controlling
Shareholder and Mr. Anthoni Salim as the Ultimate Shareholder of PT Bank Ina Perdana Tbk.,
dated 6 January 2020, the current controlling shareholder of the Company is PT Indolife
Pensiontama, and the ultimate shareholder is Mr. Anthoni Salim.
Furthermore, Mr. Anthoni Salim also qualifies as a “Controller of a Public Company” under
Article 45 paragraph (3) of OJK Regulation No. 45 of 2024 concerning the Development and
Strengthening of Issuers and Public Companies in conjunction with Article 1 paragraph (4)
letter a of OJK Regulation No. 9/POJK.04/2018 concerning Takeovers of Public Companies,
whereby Mr. Anthoni Salim indirectly, through PT Indolife Pensiontama, has the ability to
determine the management and/or policies of the Company, and therefore constitutes the
controller of the Company.
Pursuant to Presidential Regulation No. 13 of 2018 concerning the Implementation of the
Principle of Recognizing Beneficial Owners of Corporations for the Prevention and Eradication
of Money Laundering and Terrorism Financing Crimes in conjunction with Regulation of the
Minister of Law and Human Rights No. 15 of 2019 concerning the Procedures for the
Implementation of the Principle of Recognizing Beneficial Owners of Corporations, the
Company is required to report its beneficial owner to the MOL. Based on the Information on
Data Submission in relation to the Identity of the Beneficial Owner of the Company, dated
20 May 2026, submitted by the Company through the system of the Directorate General of
General Legal Administration of the MOL, Mr. Anthoni Salim is the beneficial owner of the
Company who satisfies the beneficial owner criteria as referred to in Article 1 number (2)
and Article 4 paragraph (1) letters e, f, and g of Presidential Regulation No. 13 of 2018
concerning the Implementation of the Principle of Recognizing Beneficial Owners of
Corporations for the Prevention and Eradication of Money Laundering and Terrorism
Financing Crimes.
The Company has complied with the minimum free float share requirements as regulated
under the Amendment to Regulation No. I-A concerning the Listing of Shares and Equity-
Type Securities Other Than Shares Issued by Listed Companies (Attachment to Decree of
the Board of Directors of PT Bursa Efek Indonesia No. Kep-00045/BEI/03-2026 dated 31
March 2026) (“Regulation No. I-A”). Based on the Company’s securities holder registration
report as of April 2026, the Company’s free float shares were recorded at 20.63% of all
issued and fully paid-up shares of the Company.
Furthermore, based on the records released by the Company’s Share Registrar, namely PT
Raya Saham Registra, on 31 May 2026, there are no shares of PT Indolife Pensiontama, as
the controlling shareholder of the Company, that are recorded as being pledged or made the
object of a fiduciary security over shares to any third party.
C. Management of the Company
Based on Deed of Statement of Meeting Resolutions No. 27, dated 20 June 2024, made
before Gatot Widodo, S.E., S.H., M.Kn., Notary in Central Jakarta, which has been notified
to the MOL as evidenced by Receipt of Notification of Change to Company Data No. AHU-
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AH.01.09-0224111, dated 9 July 2024, the composition of the members of the Board of
Directors and Board of Commissioners of the Company is as follows:
Board of Commissioners
Independent / President : Inawaty Handojo
Commissioner
Independent Commissioner : Yohanes Santoso Wibowo
Commissioner : Josavia Rachman Ichwan
Board of Directors
President Director : Henry Koenaifi
Vice President Director : Yulius Purnama Junaedi
Finance Director : Kiung Hui Ngo
Risk Management and Compliance : Adhiputra Tanoyo*
Director
Retail Business and Network : Yandy Ramadhani**
Director
Commercial Banking Director : Dewi Kurniawati Prodjohartono
* The Company received a resignation letter from Mr. Adhiputra Tanoyo on 13 May 2026. Following such matter,
the Company has published an Information Disclosure through the Company’s website and the website of PT
Bursa Efek Indonesia based on Letter No. OJK/DIR/089/0526 dated 19 May 2026 regarding the Report on
Material Information or Facts concerning the Resignation of a Director of the Company.
** The Company received a resignation letter from Mr. Yandy Ramadhani on 16 April 2026. Following such
matter, the Company has published an Information Disclosure through the Company’s website and the
website of PT Bursa Efek Indonesia based on Letter No. OJK/DIR/056/0426 dated 20 April 2026 regarding
the Report on Material Information or Facts concerning the Resignation of a Director of the Company.
The term of office of all members of the Board of Directors and Board of Commissioners of
the Company shall be until the closing of the Company’s Annual General Meeting of
Shareholders in 2027. In connection with the resignation of Mr. Adhiputra Tanoyo and Mr.
Yandy Ramadhani as members of the Board of Directors of the Company, such resignations
do not have any impact on compliance with the applicable governance provisions in the
banking sector, and the Company’s business activities and operations continue to run
normally as usual, considering that the resignations as well as the appointment and
designation of new members of the Board of Directors to replace Mr. Adhiputra Tanoyo and
Mr. Yandy Ramadhani will be resolved by the shareholders at the Annual General Meeting of
Shareholders, which will be held on 5 June 2026, in accordance with the prevailing laws and
regulations.
All members of the Board of Directors and Board of Commissioners of the Company have
passed the Fit and Proper Test to serve in their respective positions and have obtained
approval from OJK for their nomination and appointment.
Based on the Monthly Report on Share Ownership of Issuer PT Bank Ina Perdana Tbk issued
by PT Raya Saham Registra as of 30 April 2026, none of the members of the Board of
Directors and/or members of the Board of Commissioners of the Company owns any shares
in the Company.
Neither the members of the Board of Directors nor the members of the Board of
Commissioners of the Company are involved in any material proceedings, whether before a
court or in any other disputes outside of court, which may adversely affect the Company’s
operational activities, the implementation of the proposed PMTHMETD, or the proposed use
of proceeds from the implementation of the PMTHMETD.
D. Summary of Key Financial Information
In Millions of Rupiah
Description 31 December 2025 31 December 2024
(Audited) (Audited)
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STATEMENT OF FINANCIAL
POSITION
Total Assets 31.298.232 24.436.734
Total Liability 27.988.411 20.823.760
Total Equity 3.309.821 3.612.974
Total Liability and Equity 31.298.232 24.436.734
III. INFORMATION REGARDING PMTHMETD
A. Estimated Period for the Implementation of the PMTHMETD
The PMTHMETD is planned to be implemented in one tranche at one time no later than
September 2026, in a maximum amount of 80,000,000 (eighty million) shares with a
nominal value of Rp100 (one hundred Rupiah) per share, or a maximum of 1.30% (one
point three zero percent) of all fully paid-up shares in the Company. The Company will
implement the PMTHMETD in accordance with the Articles of Association and the prevailing
laws and regulations, including OJK Regulation No. 32/2015 and Regulation No. I-A.
In accordance with Regulation No. I-A, the Company will submit an application for the listing
of the New Shares to the Indonesia Stock Exchange no later than 6 (six) Exchange Days
prior to the listing date of the New Shares resulting from the PMTHMETD. In accordance
with OJK Regulation No. 32/2015, the Company will make the following information
disclosures:
1. No later than 5 (five) business days prior to the implementation of the PMTHMETD,
the Company will notify OJK and announce to the public the implementation of such
PMTHMETD.
2. No later than 2 (two) business days after the implementation of the PMTHMETD, the
Company will notify OJK and the public of the results of the implementation of the
PMTHMETD, which shall include, among others, information on the party making the
capital injection, the number of shares issued, and the issue price of the shares.
B. Proposed Use of Proceeds from the PMTHMETD
The Company plans to implement the PMTHMETD in order to strengthen the Company’s
capital structure, including to support the fulfillment of the bank’s core capital requirements
as required under the prevailing laws and regulations. Based on the Company’s report on
Minimum Capital Adequacy Requirement (KPMM) and Risk-Weighted Assets (ATMR) as of 30
April 2026, which has been reported to OJK through the Online Reporting Application system
(APOLO), the Company’s core capital was recorded at Rp2,843,961,024,631 (two trillion eight
hundred forty-three billion nine hundred sixty-one million twenty-four thousand six hundred
thirty-one Rupiah).
All funds to be obtained by the Company through the PMTHMETD, after deduction of costs
related to the PMTHMETD, will be used entirely as working capital for the disbursement of
financing/loans in order to improve the Company’s performance. With the funds obtained
from the implementation of this PMTHMETD, the Company will also fulfill the minimum core
capital requirement for banks in accordance with the provisions of OJK Regulation No.
11/POJK.03/2016 concerning Minimum Capital Adequacy Requirements for Commercial
Banks, as lastly amended by OJK Regulation No. 27 of 2022 in conjunction with OJK
Regulation No. 12/POJK.03/2020 concerning Consolidation of Commercial Banks.
In connection with the realization of the proposed use of proceeds from the PMTHMETD, if
such transaction qualifies as a Material Transaction, Affiliated Transaction, and/or Conflict of
Interest Transaction, the Company shall comply with OJK Regulation No. 17/POJK.04/2020
concerning Material Transactions and Changes in Business Activities and OJK Regulation No.
42/POJK.04/2020 concerning Affiliated Transactions and Conflict of Interest Transactions
(“OJK Regulation No. 42/2020”).
As of the date of this Amendment and/or Supplement to the Information Disclosure, there
has been no objection from any party in connection with the proposed use of proceeds from
the implementation of the PMTHMETD.
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C. Management’s Analysis and Discussion on the Financial Condition of the Company
Before and After the PMTHMETD
In implementing the PMTHMETD, which is carried out for purposes other than the
improvement of financial position, the Company complies with the provisions as regulated
under the laws and regulations in the capital markets sector, particularly OJK Regulation No.
32/2015.
Furthermore, the determination of the exercise price for the issuance of the New Shares in
the PMTHMETD refers to Regulation No. I-A, whereby the exercise price of such New Shares
shall be at least 90% (ninety percent) of the average closing price of the Company’s shares
during a period of 25 (twenty-five) consecutive exchange days on the regular market prior
to the date of submission of the application for the listing of the New Shares resulting from
the PMTHMETD.
Following the implementation of the PMTHMETD, it is expected that the Company’s financial
condition will improve, whereby the total assets and equity will increase by the amount of
funds obtained from such PMTHMETD. Subsequently, the ratio of the Company’s total
liabilities to total equity is also expected to improve.
As previously explained, the total number of shares to be issued by the Company in this
PMTHMETD shall be up to 80,000,000 (eighty million) shares. Accordingly, following the
implementation of the PMTHMETD, assuming that the Independent GMS approves the
PMTHMETD and all shares under the PMTHMETD are issued and subscribed for, the total
number of shares issued by the Company will increase from 6,134,716,665 (six billion one
hundred thirty-four million seven hundred sixteen thousand six hundred sixty-five) shares to
up to 6,214,716,665 (six billion two hundred fourteen million seven hundred sixteen
thousand six hundred sixty-five) shares.
D. Risks or Impact of the Capital Increase on Shareholders After the PMTHMETD
The Company intends to issue New Shares of the same class as the shares already issued in
the Company, and therefore such New Shares shall have equal and pari passu rights in all
respects, including but not limited to the rights to receive dividends, cast votes in general
meetings of shareholders, and participate in other corporate actions carried out by the
Company.
The issuance of new shares through the PMTHMETD will result in the dilution of the share
ownership of the Company’s shareholders. The shareholders of the Company will be subject
to share ownership dilution of approximately 1.29%. However, the number of shares owned
by the shareholders before and after the issuance of the New Shares will not change, except
for the shares owned by the shareholder participating in the PMTHMETD. With the use of
funds obtained from the implementation of the PMTHMETD for the development of the
Company’s business, it is expected to have a positive impact on the Company, which may
result in an increase in shareholders’ value. In determining the exercise price of this
PMTHMETD, the Company will ensure that it obtains optimal and beneficial proceeds from
the sale of the New Shares in connection with this PMTHMETD. In this regard, the Company
will always observe the minimum exercise price requirements as stipulated under Regulation
No. I-A, taking into account the interests of the Company and the Company’s minority
shareholders, as well as the quality of the investors who will invest their funds in the
Company.
E. Capital Structure and Share Ownership Before and After the PMTHMETD
In connection with the PMTHMETD, the Company will issue up to 80,000,000 (eighty million)
New Shares, which will be issued from the Company’s portfolio shares with a nominal value
of Rp100 (one hundred Rupiah) per share.
The capital structure of the Company before the PMTHMETD, by reference to the Register of
Shareholders of the Company issued by the Company’s Share Registrar, PT Raya Saham
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Registra, as of 31 May 2026, and the pro forma capital structure of the Company after the
PMTHMETD are as follows:
Shareholders Before PMTHMETD After PMTHMETD
Number of Total Nominal % Number of Shares Total Nominal Value %
Shares Value (Rp)
(Rp)
PT Indolife 1.400.830.852 140.083.085.200 22,83 1.400.830.852 140.083.085.200 22,54
Pensiontama
UOB Kay Hian Pte 1.034.416.550 103.441.655.000 16,86 1.034.416.550 103.441.655.000 16,64
Ltd
PT Samudra Biru 1.114.213.066 111.421.306.600 18,16 1.114.213.066 111.421.306.600 17,93
DBS Bank Ltd S/A 593.387.750 59.338.775.000 9,67 593.387.750 59.338.775.000 9,55
LTSL as Trustee of
NS Financial Fund
PT Gaya Hidup Masa 726.190.057 72.619.005.700 11,84 726.190.057 72.619.005.700 11,69
Kini
Public 1.265.678.390 126.567.839.000 20,64 1.265.678.390 126.567.839.000 20,36
PT Indoperkasa - - - 1,30
Suksesjaya 80.000.000 8.000.000.000
Reasuransi
Total Issued and 6.134.716.665 613.471.666.500 100,00 100,00
Paid-up Capital 6.214.716.665 621.471.666.500
Shares in Portfolio 13.865.283.335 1.386.528.333.500
13.785.283.335 1.378.528.333.500
Total Authorized 20.000.000.000 2.000.000.000.000 20.000.000.000 2.000.000.000.000
Capital
F. Information on the Prospective Investor in the PMTHMETD
In connection with the proposed PMTHMETD, the Company plans to issue New Shares, all of
which will be subscribed for by PT Indoperkasa Suksesjaya Reasuransi (“Prospective
Investor”).
The Prospective Investor is a limited liability company established under the laws of the
Republic of Indonesia and domiciled in South Jakarta, and conducts business in the
reinsurance sector based on Decree of the Board of Commissioners of the Financial Services
Authority (OJK) No. KEP-7/D.05/2022 concerning the Granting of a Business License in the
Reinsurance Sector to PT Indoperkasa Suksesjaya Reasuransi. In this regard, it is hereby also
disclosed that the Prospective Investor has been officially designated as a Financial
Conglomeration Holding Company pursuant to a copy of Member of the Board of
Commissioners of OJK Decree No. KEP-3/KS.1/2026 dated 13 January 2026 concerning the
Approval of PT Indoperkasa Suksesjaya Reasuransi as the Operational Financial
Conglomeration Holding Company of Salim Financial Conglomeration.
The implementation of this PMTHMETD will not result in a change of control of the Company.
Based on Deed No. 4 dated 4 May 2026, made before Wiwik Condro, S.H., Notary in the
Administrative City of West Jakarta, which has been notified to the MOL as evidenced by
Receipt of Notification of Change to Company Data No. AHU-AH.01.09-0272446 dated 13
May 2026, the composition of the members of the Board of Directors and Board of
Commissioners of PT Indoperkasa Suksesjaya Reasuransi is as follows:
Board of Commissioners
President Commissioner : Firdaus Djaelani
Commissioner : Benedictus Mulyawan Waworuntu
Board of Directors
President Director : Harianto Solichin
Director : Meigi
Director : Dessy Kusumayati
Director : Benny Hadiwibowo
Director : Erlan Risdiyanto
Director : Benny Purnomo
The term of office of all members of the Board of Directors and Board of Commissioners of
PT Indoperkasa Suksesjaya Reasuransi shall be until 27 December 2026.
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Based on (i) Deed No. 30 dated 10 July 2024, made before Wiwik Condro, S.H., Notary in
the Administrative City of West Jakarta, which has obtained approval from the MOL pursuant
to Decree No. AHU-0042115.AH.01.02.Tahun 2024 dated 12 July 2024; and (ii) Deed No.
44 dated 22 October 2025, made before Wiwik Condro, S.H., Notary in the Administrative
City of West Jakarta, which has been notified to the MOL as evidenced by Receipt of
Notification of Change to Company Data No. AHU-AH.01.03-0247078 dated 3 November
2025, the capital structure and composition of shareholders of PT Indoperkasa Suksesjaya
Reasuransi are as follows:
Shareholders Number of Total Nominal %
Shares Value (Rp)
Authorized Capital 2.000.000 2.000.000.000.000
Issued and Paid-up Capital: 750.000 750.000.000.000
PT Bakti Nusa Bangsa 375.000 375.000.000.000 50
PT Bakti Nusa Jayasentosa 375.000 375.000.000.000 50
Total Issued and Paid-up 750.000 750.000.000.000 100
Capital
Shares in Portfolio 1.250.000 1.250.000.000.000
Based on the result of the fit and proper test as set out in Copy of Decree of the Board of
Commissioners of the Financial Services Authority No. KEP-850/NB.11/2021 dated 20
December 2021, the current controlling shareholder of PT Indoperkasa Suksesjaya
Reasuransi is PT Bakti Nusa Bangsa. Based on the Information on Data Submission in relation
to the Identity of the Beneficial Owner of PT Indoperkasa Suksesjaya Reasuransi, dated 19
February 2026, submitted by PT Indoperkasa Suksesjaya Reasuransi through the system of
the Directorate General of General Legal Administration of the Minister of Law, Axton Salim
is the beneficial owner of PT Indoperkasa Suksesjaya Reasuransi who satisfies the beneficial
owner criteria as referred to in Article 1 number (2) and Article 4 paragraph (1) letter g of
Presidential Regulation No. 13 of 2018 concerning the Implementation of the Principle of
Recognizing Beneficial Owners of Corporations for the Prevention and Eradication of Money
Laundering and Terrorism Financing Crimes.
The proposed investment by PT Indoperkasa Suksesjaya Reasuransi in the Company through
the implementation of the PMTHMETD has been included in the 2026 Business Plan Report of PT
Indoperkasa Suksesjaya Reasuransi, which was received by OJK on 13 February 2026 in
accordance with the provisions of OJK Regulation No. 24/POJK.05/2019 concerning Business
Plans of Non-Bank Financial Services Institutions.
G. Nature of the Affiliated Relationship between the Company and the Prospective
Investor
The Prospective Investor is affiliated with the Company based on the family relationship
between the ultimate controllers of each party as referred to in OJK Regulation No. 42/2020,
whereby the controller of the Prospective Investor, Mr. Axton Salim, is the biological son of
the controller of the Company, Mr. Anthoni Salim. However, the implementation of the capital
increase in connection with the PMTHMETD by PT Indoperkasa Suksesjaya Reasuransi does
not contain a conflict of interest as referred to in OJK Regulation No. 42/2020, on the basis
and consideration that the Company believes there is no difference between the economic
interests of the Company and the economic interests of PT Indoperkasa Suksesjaya
Reasuransi that could be detrimental to the Company in the implementation of the
PMTHMETD.
Furthermore, pursuant to Article 44B of OJK Regulation No. 32/2015, in the event that a
capital increase of a Public Company as referred to in Article 3 letter a and letter b of OJK
Regulation No. 32/2015 constitutes an Affiliated Transaction, such Public Company is
exempted from the obligation to comply with the provisions on affiliated transactions and
conflicts of interest as regulated under OJK Regulation No. 42/2020.
H. Explanation, Considerations, and Reasons for the Implementation of the
PMTHMETD by the Affiliated Prospective Investor
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The implementation of the PMTHMETD by the Prospective Investor as an affiliated party is
carried out to strengthen the Company’s capital structure in order to support the
development of the Company’s business activities going forward. In connection with such
funding needs, to date there has been no other non-affiliated party that is ready to make a
capital injection within a relatively short period of time.
Accordingly, the participation of the Prospective Investor as a party affiliated with the
Company is expected to provide certainty as to the availability of the funds required by the
Company, including for the strengthening of its capital structure, improvement of liquidity,
and support for the sustainability and development of the Company’s business on an ongoing
basis.
The proposed share subscription by the Prospective Investor in the Company has complied
with the provisions of Article 33 paragraph (1) of OJK Regulation No. 12/POJK.03/2021, on
the basis that the value of the investment to be made is estimated not to exceed the net
equity of the Prospective Investor as recorded as of 30 April 2026. Accordingly, the
requirement that share ownership in a BHI Bank by a legal entity must not exceed the net
equity of the relevant legal entity will remain satisfied at the time the capital injection is
made.
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IV. INDEPENDENT GMS OF THE COMPANY
In accordance with the provisions of the prevailing regulations, the implementation of the
PMTHMETD will be submitted for approval of the independent shareholders of the Company at
the Independent GMS to be held on Friday, 5 June 2026, at Gedung Ariobimo Sentral, 10th Floor
– Jl. H.R. Rasuna Said Blok X-2 Kav. 2, Jakarta 12950, with the agenda item to be submitted for
approval of the Independent GMS in connection with the PMTHMETD as follows:
● Approval of the capital increase of the Company through the PMTHMETD mechanism in an
amount of up to 1.30% of the paid-up capital of the Company, with due observance of
the prevailing laws and regulations in the capital markets sector, particularly OJK
Regulation No. 32/2015, and therefore:
(i) amending Article 4 paragraph (2) of the Articles of Association of the Company;
and
(ii) approving the delegation of authority to the Board of Directors of the Company,
with the approval of the Board of Commissioners of the Company, to issue shares
and adjust the issued and paid-up capital of the Company in connection with the
PMTHMETD plan referred to the above.
The shareholders of the Company who are entitled to attend or be represented by virtue of a
valid power of attorney and cast votes are shareholders of the Company who do not have any
personal economic interest in connection with a particular transaction and:
a. are not members of the Board of Directors, members of the Board of Commissioners, major
shareholders, or Controllers; or
b. are not affiliates of members of the Board of Directors, members of the Board of
Commissioners, major shareholders, or Controllers,
and whose names are recorded in the Register of Shareholders of the Company and/or the
owners of shares in the securities sub-account balances at KSEI on Tuesday, 12 May 2026, up
to the close of trading of the Company’s shares on the IDX.
The attendance quorum and resolution quorum of the Independent GMS shall be subject to the
attendance quorum provisions as regulated under Article 44 of OJK Regulation No.
15/POJK.04/2020 concerning the Plan and Implementation of General Meetings of Shareholders
of Public Companies (“OJK Regulation No. 15/2020”) and Article 8A paragraph (2) of OJK
Regulation No. 32/2015, with the following details:
1. The Independent GMS shall be valid and entitled to adopt valid and binding resolutions if
attended by more than 1/2 (one-half) of the total shares with valid voting rights owned by
independent shareholders and shareholders who are not affiliated with the Company,
members of the Board of Directors, members of the Board of Commissioners, major
shareholders, or Controllers.
2. Resolutions of the Independent GMS shall be valid if approved by more than 1/2 (one-half)
of the total shares with valid voting rights owned by independent shareholders and
shareholders who are not affiliated with the Public Company, members of the Board of
Directors, members of the Board of Commissioners, major shareholders, or Controllers.
3. If the quorum is not met, a second Independent GMS may be held if attended by more than
1/2 (one-half) of the total shares with valid voting rights owned by independent shareholders
and shareholders who are not affiliated with the Public Company, members of the Board of
Directors, members of the Board of Commissioners, major shareholders, or Controllers.
4. Resolutions of the second Independent GMS shall be valid if approved by more than 1/2
(one-half) of the total shares with valid voting rights owned by independent shareholders
and shareholders who are not affiliated with the Public Company, members of the Board of
Directors, members of the Board of Commissioners, major shareholders, or Controllers who
are present at the Independent GMS.
5. If the attendance quorum at the second Independent GMS is not met, a third Independent
GMS may be held, provided that the third Independent GMS shall be valid and entitled to
adopt resolutions if attended by independent shareholders and shareholders who are not
affiliated with the Public Company, members of the Board of Directors, members of the Board
11
Page 12
of Commissioners, major shareholders, or Controllers of shares with valid voting rights,
based on the attendance quorum determined by OJK upon the application of the Public
Company.
6. Resolutions of the third Independent GMS shall be valid if approved by independent
shareholders and shareholders who are not affiliated with the Public Company, members of
the Board of Directors, members of the Board of Commissioners, major shareholders, or
Controllers representing more than 50% (fifty percent) of the shares owned by independent
shareholders and shareholders who are not affiliated with the Public Company, members of
the Board of Directors, members of the Board of Commissioners, major shareholders, or
Controllers who are present at the Independent GMS.
The Independent GMS shall be held in accordance with the provisions as regulated under OJK
Regulation No. 15/2020, OJK Regulation No. 14 of 2025 concerning the Electronic
Implementation of General Meetings of Shareholders, General Meetings of Bondholders, and
General Meetings of Sukukholders, and the Articles of Association of the Company.
The announcement of this Independent GMS was made on Tuesday, 28 April 2026, and the
invitation to the Independent GMS was made on Wednesday, 13 May 2026, through the website
of the Indonesia Stock Exchange, the website of the Company, and the website of the provider
of the Electronic General Meeting System facility of PT Kustodian Sentral Efek Indonesia
(eASY.KSEI).
V. STATEMENT OF THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS OF THE
COMPANY PERSEROAN
The Board of Directors and Board of Commissioners of the Company, whether jointly or
individually, believe that the implementation of the PMTHMETD does not contain any conflict of
interest as referred to in OJK Regulation No. 42/2020, on the basis and consideration that the
Company believes there is no difference between the economic interests of the Company and the
personal economic interests of the members of the Board of Directors, the Board of
Commissioners, and PT Indolife Pensiontama (as the major shareholder and controlling
shareholder of the Company), which could be detrimental to the Company in the implementation
of the PMTHMETD.
This Amendment and/or Supplement to the Information Disclosure has been approved by the
Board of Commissioners and the Board of Directors of the Company. Accordingly, the Board of
Commissioners and the Board of Directors of the Company are responsible for the accuracy of
the material information presented, and the opinions expressed in this Amendment and/or
Supplement to the Information Disclosure are fair and accurate, and there is no other material
information that has not been disclosed which may cause the information presented herein to be
incorrect or misleading.
The Board of Directors and Board of Commissioners of the Company recommend that all
shareholders approve the proposed PMTHMETD as set out in this Amendment and/or Supplement
to the Information Disclosure. In providing such recommendation to the shareholders, the Board
of Directors and Board of Commissioners of the Company have reviewed the benefits of the
proposed PMTHMETD and, therefore, believe that the implementation of the proposed PMTHMETD
is the best option for the Company and all shareholders.
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VI. ADDITIONAL INFORMATION
To obtain additional information in relation to the proposed PMTHMETD, the shareholders of the
Company may submit it to the Corporate Secretary of the Company, on every day and working
hours of the Company at the address below:
PT BANK INA PERDANA Tbk
Head Office:
Gedung Ariobimo Sentral, 10th Floor
Jl. H.R. Rasuna Said Blok X-2 Kav. 5, Jakarta 12950
Telephone: (62 21) 252 5678
Fax: (62 21) 252 5025
Website: www.bankina.co.id
Email: corp_sec@bankina.co.id
13
Names mentioned 51 people and organisations named in the text · linked when the evidence is strong
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FINANCIAL SERVICES AUTHORITY
p.1 ×3
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Minister of Law
p.2 ×2
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PT Bank Ina
p.3 ×2
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person
Winnie Hadiprodjo
p.3
unresolved
person
Kartini Muljadi
· Notaris
p.3 ×2
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org
PT Bank Ina Perdana. Both
p.3
unresolved
org
Minister of Justice
p.3
unresolved
org
South Jakarta District Court
p.3
unresolved
org
Minister of Finance Decree
p.3
unresolved
org
Bank Indonesia
p.3
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PT Raya Saham Registra
p.3 ×3
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PT Gaya Hidup Masa Kini
p.3
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Total Issued and Paid-up Capital
p.3
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PT Indoperkasa Suksesjaya Reasuransi. Based
p.4
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person
Anthoni Salim. Furthermore
p.4 ×10
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Minister of Law and Human Rights
p.4
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Directorate General of General Legal Administration
p.4 ×2
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org
Indonesia Stock Exchange
p.6 ×2
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PT Gaya Hidup
p.8
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Suksesjaya
p.8
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Paid-up Capital
p.8
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in Portfolio
p.8
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PT Indoperkasa Suksesjaya Reasuransi
p.8 ×13
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PT Indoperkasa Suksesjaya Reasuransi. In
p.8
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Wiwik Condro
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p.8 ×5
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PT Bakti Nusa Bangsa
p.9
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PT Bakti Nusa Jayasentosa
p.9
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PT Bakti Nusa Bangsa. Based
p.9
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Bank Financial Services Institutions. G. Nature
p.9
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Anthoni Salim. However
p.9
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PT Kustodian Sentral Efek Indonesia
p.12
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