20240520_HDFA_Laporan Informasi dan Fakta Material_31641110_lamp2.pdf

                                         I.      INTRODUCTION

In accordance with Financial Services Authority Regulation No. 14/POJK.04/2019 regarding Amendments to
Financial Services Authority Regulation No. 32/POJK.04/2015 regarding Capital Increase of Public Companies
With Pre-emptive Rights (“POJK No. 14/2019”) and Financial Services Authority Regulation No. 47
/POJK.05/2020 regarding Business and Institutional Licensing for Financing Companies and Sharia Financing
Companies (“POJK No. 47/2020”), and there are no other regulations that shall be fulfilled or need approval
from other board or institutions, hereby the Company plans to conduct PMTHMETD.

As of the date of this Disclosure of Information is published, there has been no implementation of additional
capital increase either within the framework of the share ownership program for management and
employees or the Management and Employee Stock Option Program (MESOP) or other than the share
ownership program for management and employees or the Management and Employee Stock Option
Program (MESOP) whose time period as regulated in Article 8C paragraphs (3) and (4) POJK No. 14/2019.

This PMTHMETD plan will be included on Company’s business plan which will be submitted to OJK IKNB
before 30 November 2024. The said PMTHMETD is not carried out in order to fulfill capital requirement as
intended in Article 87 and Article 88 POJK No. 35/POJK.05/2018 regarding Implementation of Financing
Company Business considering the Company’s issued and paid-up capital has exceeded the required amount
of IDR.654,244,578,300 (six hundred fifty-four billion two hundred forty-four million five hundred seventy
eight thousand three hundred Rupiah).

This PMTHMETD will require a prior approval from independent shareholders through EGMS which will be
held on June 26, 2024.

                     II.     INFORMATION REGARDING THE TRANSACTION

1.   Objective and Background

      PMTHMETD is carried out after examining the following matters:
       i. Company will obtain additional working capital without burdening current non-controlling
          shareholders.
      ii. Capital and financial structure will increase.
     iii. The number of outstanding shares of the Company will increase, thereby increasing the trading
          liquidity of the Company's shares.
     iv. Company will be able to invite strategic investors who are interested in investing their capital in
          the Company and it can provide added value to the Company’s performance.
      v. With a number of new shares issued during the PMTHMETD implementation, the Company's
          shareholders will experience a proportional decrease (dilution) of share ownership according to
          the number of new shares issued. The dilution that current shareholders will experience is
          relatively small, so it will not harm current shareholders.

2.   Information on Prospective Investors

     Regarding this PMTHMETD implementation plan, Company’s new shares which will be issued to one or
     more investors who intend to obtain Company’s new shares, whose parties have not yet to be
     determined until publication date of this Disclosure of Information so that the said party(s) cannot be
     disclosed yet in this Disclosure of Information.

     The issuance of new shares through PMTHMETD will be offered with requirements and prices in
     accordance with applicable regulations including regulations in the capital market sector. The issuance
     of the new shares through PMTHMETD is carried out aside from the implementation of the share and
     ownership program for management and employees or the Management and Employee Stock Option
     Program (MESOP). The percentage of PMTHMETD other than for the purposes of MESOP is a maximum
     of 10% (ten percent) of all shares that have been fully paid-up capital in the Company as stated in Deed
     No. 33 dated December 14, 2021 made before Notary Mala Mukti, S.H, LL.M., and has been notified
     to the Minister of Law and Human Rights as stated in the Letter of Acceptance of Notification of
     Amendments to the Articles of Association No. AHU-AH.01.03-0487819 dated December 20, 2021.

3.   Utilization Plan of PMTHMETD Proceeds
     All of the proceeds obtain regarding PMTHMETD implementation after deducted by the transaction
     costs will be used entirely for Company’s working capital.

4.   Time Period of PMTHMETD
     PMTHMETD can be implemented for a maximum of 2 (two) years starting from the date of approval of
     the EGMS which approved this PMTHMETD, which is valid until June 26, 2026.

5.   Risk on Current Shareholders
     In connection with the issuance of the new shares regarding the implementation of PMTHMETD, the
     current shareholders share ownership will be diluted proportionally in accordance with the issuance of
     the new shares, with a maximum of 9.09%. The said dilution that will be experienced by current
     shareholders is relatively small and the dilution occurs at market prices so that it does not harm current
     shareholders.

                                          IV.     EXERCISE PRICE

Regarding the PMTHMETD on this Disclosure of Information, Company intend to issue maximum
654,244,578 shares with a nominal value of IDR.100 (maximum of 10% of all shares that have been fully
paid-up in the Company) as stated in Deed No. 33 dated December 14, 2021 which made before Notary
Mala Mukti, S.H, LL.M., and has been notified to the Ministry of Law and Human Rights as stated in the
Letter of Acceptance of Notification of Amendments to the Articles of Association Number AHU-AH.01.03-
0487819 dated December 20, 2021.

On the implementation of PMTHMETD, the Company will follows the provisions as stipulated in the laws
and regulations in the capital market sector, particularly Article 8C paragraph (1) POJK No. 14/2019.

The exercise price of PMTHMETD shares will be determined at a price which deemed appropriate by the
Company’s Board of Directors while complying to the provisions of at least 90% (ninety percent) of the
average closing price of the Company’s shares over a period of 25 (twenty five) consecutive Exchange Days
in Regular Market before the date of application for listing of additional shares resulting from PMTHMETD,
as specified in IDX Regulation Number I-A regarding the Listing of Shares and Equity Securities Other Than
Shares Issued by Listed Companies in determining the exercise price of new shares.


                        V.       TRANSACTION IMPLEMENTATION PERIOD

In accordance with IDX Regulation No. 1-A, the Company will submit an Application for Listing of Additional
Shares no later than 6 (six) Exchange Days before the date of listing of additional shares.

As stipulated on Article 43A article (1) and (3) POJK No. 14/2019, Company will disclose the information as
follows:

a.    No later than 5 (five) working days prior to the implementation of the PMTHMETD, the Company will
      notify the OJK and announce to the public regarding the implementation of the additional capital.

b.    No later than 2 (two) working days after the implementation of the PMTHMETD, the company will
      notify OJK and public regarding the result of the implementation of the capital increase, which
      includes the information consisting of the party who deposit, amount and price of shares issued.

                                      VI.       CAPITAL STRUCTURE

Company capital structure based on the Deed No. 33 dated December 14, 2021 which made before Notary
Mala Mukti, S.H, LL.M., and has been notified to the Ministry of Law and Human Rights as stated in the
Letter of Acceptance of Notification of Amendments to the Articles of Association Number AHU-AH.01.03-
0487819 dated December 20, 2021 and Company Shareholders List issued by PT Bima Registra dated April
30, 2024 is as follows:

                                                       Nominal value IDR 100 per share                 Percentage
                Description
                                                      Number of Shares             Nominal Value (IDR)     (%)
Authorized Capital                                          9,310,000,000            931,000,000.000
Issued and Fully Paid-Up Capital
- Rubicon Investments Holding Pte Ltd                           3,613,117,337              361,311,733,700           55.23
- PT Tiara Marga Trakindo                                       2,430,707,293              243,070,729,300           37.15
- Public                                                          498,621,153               49,862,115,300            7.62
Total Issued and Fully Paid-Up Capital                          6,542,445,783              654,244,578,300            100
Total Number of Shares in the Portfolio                         2,767,554,217              276,755,421,700              -

The Company's capital structure proforma prior and after the PMTHMETD implementation is as follows:
                                          Prior to Increase of Paid-up Capital
                                                                                       Proforma After the Increase of Paid-
                                               (Existing Paid-Up Capital)
             Description                                                                           Up Capital
                                         Amount of    Nominal Value              %     Amount of     Nominal              %
                                           Shares                                        Shares      Value
Rubicon Investment Holding Pte Ltd     3,613,117,337 361,311,733,700       55.23%    3,613,117,337 361,311,733,700     50.21%
PT Tiara Marga Trakindo                2,430,707,293 243,070,729,300       37.15%    2,430,707,293 243,070,729,300     33.78%
Public                                   498,621,153 49,862,115,300         7.62%      498,621,153 5,314,815,300        6.93%
Capital Increase                                 -                -         0.00%      654,244,578 65,424,457,800       9.09%

      Amount of Paid Up Capital        6,542,445,783 654,244,578,300 100.00%         7,196,690,361 719,669,036,100 100.00%


As of the date of this Disclosure of Information, the amount of the shareholders are 1,620 customer account
holders, so they have fulfilled the provisions of BEI Regulation Number I-A. There is no Company’s shares
owned by the members of Board of Directors and/or Board Of Commissioners. Apart from that, there are no
shares owned by the Company.

The party controlling the Company in accordance with Article 85 paragraph (1) POJK Number 3/POJK.04/2021
and the controlling shareholder of the Company is Rubicon Investment Holding Pte. Ltd. Approval to become
a controlling shareholder is based on Financial Services Authority Letter No. KEP- 562/NB.11/2019 dated 27
September 2019 regarding the Results of the Capability and Compliance Assessment of Rubicon Investments
Holding Pte. Ltd as prospective controlling shareholder of PT Radana Bhaskara Finance Tbk.

Company Beneficial Owner is a follows:
-  Jovasky Pang Wei Shen.

                           VII.      ANALYSIS AND MANAGEMENT DISCUSSION

The financial consolidation proforma prior and after the PMTHMETD implementation was made based on
several assumptions as follows:
   a. The maximum amount of the new shares issued by the Company is 654,244,578 shares.
   b. The amount of Paid-Up Capital by the Company prior the implementation of the PMTHMETD is
        6,542,445,783 shares.
   c. The amount of Paid-Up Capital by the Company after the implementation of the PMTHMETD is
        7,196,690,361 shares.


                             VIII. GENERAL MEETING OF SHAREHOLDERS

In accordance with the applicable regulations, the implementation of PMTHMETD as disclose in this
Disclosure of Information will require approval from the Company’s independent shareholders at the EGMS
which will be held on:

          Day / Date                   : Wednesday, June 26, 2024
          Time                         : 10.00 - Finish
          Place                        : Cibis Nine Building Mezanine Floor, JL. TB Simatupang No. 2,
                                         East Cilandak, South Jakarta

The advertisement of EGMS announcement has been made through IDXnet website, KSEI website, and
Company’s website on Monday, May 20, 2024. The advertisement of EGMS convocation will be made
through IDXnet website, KSEI website, and Company’s website on Tuesday, June 4, 2024.

In the implementation related to the Company’s EGMS 3rd agenda regarding the PMTHMETD, the provisions
on the quorum for attendance and the quorum for voting at this EGMS will be implemented based on Article
8A paragraph (2), with the provisions as follows:

   a.   The GMS will be held if attended by more than ½ (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.
   b.   The GMS resolution as stipulated in point (a) is binding if it is approved by more than ½ (one-half)
        of the total shares with valid voting rights owned by independent shareholders and shareholders
        who are not affiliated parties with the Public Company, members of the Board of Directors,
        members of the Board of Commissioners, major shareholders, or controllers.

There is no specific agenda at the EGMS which require approval for changes to the articles regarding the
Company's issued and paid-up capital in connection with the implementation of PMTHMETD, including the
granting the power of attorney with substitution rights to the Board of Commissioners and/or Directors to
issue new shares in regards of capital increase, however, the approval will state that the EGMS approves
the Company's plan for PMTHMETD; grant authority to the directors with the approval of the Company's
board of commissioners to issue new shares in accordance with the PMTHMETD implementation including
determining the number of shares and the PMTHMETD exercise price; and approve changes to Article 4 of
the Company's Articles of Association due to the implementation of PMTHMETD.

                                  IX.     BRIEF COMPANY HISTORY

The Company was established based on Deed of Establishment No. 41 dated September 20, 1972 and was
approved by the Ministry of Justice based on approval No. Y.A.5/244/25 dated November 20, 1972 and was
published on State Gazette dated January 23, 1973, with an additional State Gazette No. 56 was registered
at Jakarta District Court No. 3116 dated November 24, 1972.

The latest Article of Association based on Company’s Deed No. 04 dated August 4, 2021 which has been
made by Notary Mala Mukti, S.H, LL.M., and was approved by the Letter of Approval from Ministry of Law
and Human Rights of Republic of Indonesia No. AHU-0043884.AH.01.02. Tahun 2021 dated August 13, 2021:
a. Purpose and objectives: Engaging in the financing sector including financing in the sharia sector.
b. Business activities:
        i. Investment Financing;
       ii. Working capital Financing;
      iii. Multifinance Financing;
      iv. Sharia Financing Acitivity;
       v. Supporting business activities in accordance with applicable regulations.
c. Licensing granted by Financial Services Authority:
        i. KEP-1702/NB.1/2014 regarding Implementation of Business Permits in Financing Business
           regarding change of entity name from PT HD Finance Tbk becoming PT Radana Bhaskara Finance
           Tbk dated 15 July 2014.
       ii. KEP-251/NB.223/2015 regarding Granting Permits to Establish Sharia Financing Unit of Financing
           Company to PT Radana Bhaskara Finance Tbk dated 9 July 2015.
d. Board of Directors and Board of Commissioners Composition:
     Board of Directors composition as stated on Deed No. 77 dated June 22, 2023 made before Notary
     Mala Mukti, S.H, LL.M., and and has been notified and accepted on the database of Ministry of Law and
     Human Rights Republic of Indonesia with letter No. AHU-AH.01.09-0135082 dated July 5, 2023. Board
     of Commissioners composition as stated on Deed No. 31 dated December 12, 2023 made before Notary
     Mala Mukti, S.H, LL.M., and and has been notified and accepted on the database of Ministry of Law and
     Human Rights Republic of Indonesia with letter No. AHU-AH.01.09-0195133 dated December 12, 2023.
     The composition of Board of Directors and Board of Commissioners is as follows:

    Board of Directors:
    - Budi Tjahja Halim (President Director)*
    - Rizalsyah Riezky (Director)
    - Josephine Regina Dameria Sambajon (Director)
      Notes :
        * Appointed at the AGMS on June 22, 2023, based on the resolution of the Board of Commissioners of the
          Financial Services Authority on March 25, 2024, the results of the fit and proper test of Mr Budi Tjahja Halim
          was declared not meet the requirements.

    Board of Commissioners:
    - Lim Eng Khim (President Commissioner)
    - Chan Kiat (Commissioner)
    - Rahardja Alimhamzah (Independent Commissioner)
    - Sigit Priambodo (Commissioner)
    - Ir. Gottfried Tampubolon (Independent Commissioner)

As of the date of this Disclosure of Information, there are no material legal issues faced by either the
Company or each member of Board of Directors and member of Board of Commissioner inside or outside
the court that might have a negative impact for Company’s business continuity and/or utilization plan of
proceeds by the Company.

             X.       STATEMENT OF THE BOARD OF DIRECTORS AND BOARD OF
                            COMMISSIONERS OF THE COMPANY

The Board Of Directors and Board Of Commissioners of the Company, both Individually or jointly, are fully
responsible for the accuracy, completeness of information as disclosed in this Disclosure of Information and
after conducting careful assessment, confirm that the information contained in this Disclosure Of
Information is true and that there are no important, material and relevant facts that are not disclosed or
omitted to the extent that the information provided in this Disclosure of Information becomes incorrect
and/or misleading.

                                    XI.      ADDITIONAL INFORMATION

To obtain additional information in connection with the PMTHMETD, the Company’s Shareholders may
submit it to the Company’s Corporate Secretary, every day and during working hours of the Company to the
address below:
                                      PT Radana Bhaskara Finance Tbk
                                 Cibis Nine Building 11th Floor, Suite W-16
             Jl. TB Simatupang No.2 RT.001/RW.005, East Cilandak, Pasar Minggu, Jakarta 12560
                                Phone : 021 5099 1088; Fax: 021 5099 1089
                                    Website : www.radanafinance.co.id
                                     Email: corp@radanafinance.co.id