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20240328_BTPN_Laporan Informasi dan Fakta Material_31620949_lamp3.pdf
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DISCLOSURE OF INFORMATION TO THE SHAREHOLDERS OF
PT BANK BTPN Tbk (the "COMPANY")
("DISCLOSURE OF INFORMATION")
THIS INFORMATION IS IMPORTANT TO BE CONSIDERED
If you have difficulties in understanding this information or are in any doubt in making a decision, you should
consult with your broker, investment manager, legal counsel, accountant or other professional advisors.
The Board of Commissioners and the Board of Directors of the Company, severally and collectively, are fully
liable for the completeness and accuracy of all information or material facts contained in this Disclosure of
Information and emphasize that the disclosed information is correct and there are no material facts that are
not disclosed which may cause this information to be misleading.
PT BANK BTPN Tbk
Domiciled in South Jakarta
Line of Business
Banking
Head Office
BTPN Tower, 29th Floor
CBD Mega Kuningan
JL. Dr. Ide Anak Agung Gde Agung, Kav 5.5 - 5.6
South Jakarta 12950
Telephone: (021) 30026200; Fax: (021) 30026308
Email: corporate.secretary@btpn.com
Official Website: www.btpn.com
This Disclosure of Information is published in Jakarta on 28 March 2024
This Disclosure of Information is prepared in order to comply with the provisions under the Regulation of the
Indonesian Financial Services Authority Number 17/POJK.04/2020 on Material Transactions and Changes in
Business Activities ("POJK 17/2020") and Regulation of the Indonesian Financial Services Authority Number
42/POJK.04/2020 on Affiliated Party Transactions and Conflict of Interest Transactions ("POJK 42/2020").
The Board of Directors and Board of Commissioners of the Company state that the Transaction (as referred to below)
is a Material Transaction as referred to in Article 3 paragraph (2) of POJK 17/2020 with a value of not more than 50%
and therefore in preparing this Disclosure of Information, it is only required to fulfill the provisions as stipulated under
Article 6 paragraph (1) letters (a), (b), (c) and (e) of POJK 17/2020.
The Transaction is a Material Transaction and an Affiliated Party Transaction for the Company, but the Company only
needs to comply with the provisions of Material Transactions under POJK 17/2020 in accordance with the provisions
of Article 33 letter (a) of POJK 17/2020 and Article 24 paragraph (1) of POJK 42/2020.
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DEFINITIONS AND ABBREVIATIONS
"Affiliates" Means:
a. family relationship by marriage up to the second degree, both
horizontally and vertically, i.e., the relationship between a person and:
1. their husband or wife;
2. the parents of their husband or wife and the husband or wife of
their child;
3. the grandfather and grandmother of their husband or wife and
the husband or wife of their grandchild;
4. the sibling of their husband or wife and the husband or wife of
the sibling; or
5. the husband or wife of their relatives;
b. family relationship by descent up to the second degree, both
horizontally and vertically, i.e., the relationship between a person and
their:
1. parents and children;
2. grandfather and grandmother as well as grandchildren; or
3. sibling of the relevant person;
c. relationship between a party and an employee, director, or
commissioner of the party;
d. relationship between 2 (two) or more companies where there is one or
more same members of the board of directors, management, board of
commissioners, or supervisors;
e. relationship between a company and a party that, either directly or
indirectly, in any manner, controls or is controlled by the company or
the party in determining the management and/or policies of the
company or the party;
f. relationship between 2 (two) or more companies that are controlled,
either directly or indirectly, in any manner, in determining the
management and/or policies of the company by the same party; or
g. relationship between a company and a main shareholder, which is a
party that directly or indirectly owns at least 20% (twenty percent) of the
shares with voting powers of the company.
"Securities" means securities or investment contracts either in conventional and digital form
or other forms in accordance with technological developments that give the
owner the right to directly or indirectly obtain economic benefits from the issuer
or from certain parties based on agreements and any derivatives of Securities,
which can be transferred and/or traded in the capital market.
"MOLHR" means the Minister of Law and Human Rights of the Republic of Indonesia.
"OJK" means the Indonesian Financial Services Authority (Otoritas Jasa Keuangan).
"OTO" means PT Oto Multiartha, domiciled in South Jakarta, a limited liability company
established under and based on the laws and regulations of the Republic of
Indonesia.
"OTO Group" means OTO and SOF.
"OTO Acquisition" means the acquisition of OTO's shares by the Company from:
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a. SAG, a subsidiary of Sumitomo Corporation (SC Group), in the amount of
147,664,464 (one hundred forty-seven million six hundred sixty-four
thousand four hundred sixty-four) series B shares representing 15.9%
(fifteen point nine percent) of the issued and fully paid-up capital of OTO;
and
b. SMBC, in the amount of 325,976,271 (three hundred twenty-five million
nine hundred seventy-six thousand two hundred seventy-one) series B
shares representing 35.1% (thirty five point one percent) of the issued and
fully paid-up capital of OTO.
"SOF Acquisition" means the acquisition of SOF's shares by the Company from:
a. SAG, a subsidiary of Sumitomo Corporation (SC Group), in the amount of
776,575 (seven hundred seventy-six thousand five hundred seventy-five)
series B shares representing 15.9% (fifteen point nine percent) of the
issued and fully paid-up capital of SOF; and
b. SMBC, in the amount of 1,714,326 (one million seven hundred fourteen
thousand three hundred twenty-six) series B shares representing 35.1%
(thirty five point one percent) of the issued and fully paid-up capital of SOF.
"Public Company" means an issuer that has made a public offering of equity securities or a public
company.
"Controlled Company" means a company that is controlled either directly or indirectly by a Public
Company.
"POJK 27/2016" means OJK Regulation No. 27/POJK.03/2016 on Fit and Proper Test for Main
Parties of Financial Services Institutions.
"POJK 47/2020" means OJK Regulation No. 47/POJK.05/2020 on Business Licensing and
Institutional Aspects of Multifinance Companies and Sharia Multifinance
Companies.
"OTO CSPA" means the Conditional Share Sale and Purchase Agreement Relating to Shares
in PT Oto Multiartha dated 26 September 2023 as amended by the Amendment
Agreement dated 27 December 2023 between the Company as the buyer and
PT Summit Auto Group which is a subsidiary of Sumitomo Corporation (SC
Group) and SMBC as the seller, in relation to the OTO Acquisition.
"SOF CSPA" means the Conditional Share Sale and Purchase Agreement Relating to Shares
in PT Summit Oto Finance dated 26 September 2023 as amended by the
Amendment Agreement dated 27 December 2023 between the Company as
the buyer and PT Summit Auto Group which is a subsidiary of Sumitomo
Corporation (SC Group) and SMBC as the seller, in relation to the SOF
Acquisition.
"GMS" means General Meeting of Shareholders.
"SAG" means PT Summit Auto Group, domiciled in South Jakarta, a limited liability
company established under and based on the laws and regulations of the
Republic of Indonesia, which is a subsidiary of Sumitomo Corporation (SC
Group).
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"SMBC" means Sumitomo Mitsui Banking Corporation, domiciled in Japan, a company
incorporated under and based on the laws of Japan.
"SOF" means PT Summit Oto Finance, domiciled in South Jakarta, a limited liability
company established under and based on the laws and regulations of the
Republic of Indonesia.
"Affiliated Party means any activity and/or transaction conducted by a Public Company or a
Transactions" Controlled Company with Affiliates of the Public Company or Affiliates of
members of the board of directors, members of the board of commissioners,
main shareholders, or controllers, including any activity and/or transaction
conducted by a Public Company or a Controlled Company for the interest of
Affiliates of the Public Company or Affiliates of members of the board of
directors, members of the board of commissioners, principal shareholders, or
controllers.
"Material Transactions" means any transaction conducted by a Public Company or a Controlled
Company that meets the value limitation as stipulated in POJK 17/2020.
"Transaction" means OTO Acquisition and SOF Acquisition.
"Company Law" means Law of the Republic of Indonesia No. 40 of 2007 on Limited Liability
Companies as amended by Law No. 6 of 2023 on the Stipulation of Government
Regulation in lieu of Law No. 2 of 2022 on Job Creation to become a Law.
I. INTRODUCTION
The information contained in this Disclosure of Information is made to fulfill the Company's obligations under
POJK 17/2020, in relation to the Transaction with details as described in the section of Description of
Transaction below.
On 27 March 2024, the parties have completed the Transaction, in which the Company has conducted OTO
Acquisition and SOF Acquisition resulting in 51% (fifty one percent) of ownership by the Company in each of
OTO and SOF.
The Transaction value, which is the combined value of the OTO Acquisition and SOF Acquisition as described
above, is in the amount of Rp 6,550,743,411,334 (six trillion five hundred fifty billion seven hundred forty-three
million four hundred eleven thousand three hundred thirty-four Rupiah) representing 15.87% (fifteen point
eight seven percent) of the Company's equity based on the Company's Audited Consolidated Financial
Statements as of 31 December 2023.
However, the combined operating income of OTO and operating income of SOF based on OTO Audited
Financial Statements as of 31 December 2023 and SOF Audited Financial Statements as of 31 December
2023 is Rp5,196,575,614,586 (five trillion one hundred ninety-six billion five hundred seventy-five million six
hundred fourteen thousand five hundred eighty-six Rupiah) which constitutes 27.62% (twenty-seven point six
two percent) of the Company's operating income based on the Company's Audited Consolidated Financial
Statements as of 31 December 2023. Thus, the Transaction is a Material Transaction as referred to in Article
3 paragraph (2) of POJK 17/2020 with a value of not more than 50% and therefore in preparing this Disclosure
of Information, the Company is only required to fulfill the provisions as stipulated under Article 6 paragraph
(1) letters (a), (b), (c) and (e) of POJK 17/2020, i.e., : (i) use an Valuer to determine the fair value of the object
of the Material Transaction and/or the fairness of the transaction, (ii) announce disclosure of information on
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each Material Transaction to the public, (iii) submit disclosure of information and supporting documents to
OJK, and (iv) report the implementation of the Transaction in the Company's annual report.
II. DESCRIPTION OF THE TRANSACTION
A. OBJECT OF MATERIAL TRANSACTION
The Objects of the Transactions are as follows:
1. Acquisition of OTO's shares by the Company from:
a. SAG, a subsidiary of Sumitomo Corporation (SC Group), in the amount of 147,664,464
(one hundred forty-seven million six hundred sixty-four thousand four hundred sixty-
four) series B shares representing 15.9% (fifteen point nine percent) of the issued and
fully paid-up capital of OTO; and
b. SMBC, in the amount of 325,976,271 (three hundred twenty-five million nine hundred
seventy-six thousand two hundred seventy-one) series B shares representing 35.1%
(thirty five point one percent) of the issued and fully paid-up capital of OTO.
2. Acquisition of SOF's shares by the Company from:
a. SAG, a subsidiary of Sumitomo Corporation (SC Group), in the amount of 776,575
(seven hundred seventy-six thousand five hundred seventy-five) series B shares
representing 15.9% (fifteen point nine percent) of the issued and fully paid-up capital
of SOF; and
b. SMBC, in the amount of 1,714,326 (one million seven hundred fourteen thousand three
hundred twenty-six) series B shares representing 35.1% (thirty five point one percent)
of the issued and fully paid-up capital of SOF.
The following is a summary of each of OTO CSPA and SOF CSPA:
1. OTO CSPA
Parties
a. The Company as the purchaser; and
b. SAG which is a subsidiary of Sumitomo Corporation (SC Group) and SMBC as the
seller.
Conditions Precedent
Among others:
a. The fit and proper test approval required under POJK 27/2016 for the Company to
become the controlling shareholder of OTO has been obtained;
b. The approval from OJK for the change of shareholding in OTO based on POJK 47/2020
has been obtained;
c. OTO having announced the plan of OTO Acquisition to the public in 1 (one) newspaper
circulated nationwide in Indonesia, and to the employees of OTO in accordance with
the Company Law;
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d. The GMS of OTO having been convened in accordance with the attendance quorum
stipulated in the articles of association of OTO or a circular resolution in lieu of general
meeting of shareholders of OTO having been executed by all shareholders of OTO to,
among others, approve the OTO Acquisition by the Company; and
e. The audited financial statements of OTO for the period ending on 31 December 2023
having been available and the Independent Valuer having prepared a fairness opinion
relating to the transactions stipulated in OTO CSPA.
All of the Conditions Precedent have been fulfilled by the parties and OTO as follows:
a. The Company has passed the fit and proper test as a controlling shareholder as
evidenced by the Decision of the OJK Board of Commissioners No. KEP-
64/PL.02/2024 dated 19 February 2024;
b. OTO has received approval from the Department of Licensing, Special Inspection and
Quality Control for Multifinance Institutions, Venture Capital Companies, Microfinance
Institutions and other Financial Institutions regarding the plan to change OTO's
ownership as evidenced by OJK Letter No. S-38/PL.02/2024 dated 21 March 2024;
c. OTO has announced the plan of OTO Acquisition to the public through Media Indonesia
newspaper on 1 February 2024 and to OTO's employees on 11 December 2023;
d. OTO's GMS has been convened in accordance with the attendance quorum stipulated
in the articles of association of OTO or a circular resolution in lieu of general meeting
of shareholders of OTO have been signed by all OTO shareholders to, among others,
approve the OTO Acquisition by the Company; and
e. The financial statements of OTO for the period ended on 31 December 2023 have been
audited by Siddharta Widjaja & Rekan based on Independent Auditor's Report No.
00032/2.1005/AU.1/09/0851-2/1/II/2024 dated 19 February 2024, and KJPP Wawat
Jatmika & Rekan has issued Fairness Opinion No. 00014/2.0133-
00/BS/07/0603/1/III/2024 dated 22 March 2024 regarding Fairness Opinion on the
Acquisition Transaction Plan of 473,640,735 Series B Shares of PT Oto Multiartha and
2,490,901 Series B Shares of PT Summit Oto Finance by PT BANK BTPN Tbk.
Completion
Completion will take place at a time agreed by the parties, but not more than 5 business days
after all conditions precedent in the OTO CSPA have been satisfied or have been waived (as
relevant), provided that the completion date is expected to occur before 26 September 2024 or
such other date as may be agreed by the parties in writing.
The completion of the OTO Acquisition has become effective on 27 March 2024.
Payment
Payment for the completion of the acquisition transaction will be made by way of cash payment.
Applicable Law
Law of the Republic of Singapore.
Dispute Resolution
Singapore International Arbitration Center (SIAC).
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2. SOF CSPA
Parties
a. The Company as the purchaser; and
b. SAG, which is a subsidiary of Sumitomo Corporation (SC Group) and SMBC as the
seller.
Conditions Precedent
Among others:
a. The fit and proper test approval required under POJK 27/2016 for the Company to
become the controlling shareholder of SOF has been obtained;
b. The approval from OJK for the change of shareholding in SOF based on POJK 47/2020
has been obtained;
c. SOF having announced the plan of SOF Acquisition to the public in 1 (one) newspaper
circulated nationwide in Indonesia, and to the employees of SOF in accordance with
the Company Law;
d. The GMS of SOF having been convened in accordance with the attendance quorum
stipulated in the articles of association of SOF or a circular resolution in lieu of general
meeting of shareholders of SOF have been signed by all SOF shareholders to, among
others, approve the SOF Acquisition by the Company; and
e. The audited financial statements of SOF for the period ending on 31 December 2023
having been available and the Independent Valuer having prepared a fairness opinion
relating to the transactions stipulated in SOF CSPA.
All of the Conditions Precedent have been fulfilled by the parties and SOF as follows:
a. The Company has passed the fit and proper test as a controlling shareholder as
evidenced by the Decision of the OJK Board of Commissioners No. KEP-
65/PL.02/2024 dated 19 February 2024;
b. SOF has received approval from the Department of Licensing, Special Inspection and
Quality Control for Multifinance Institutions, Venture Capital Companies, Microfinance
Institutions and other Financial Institutions regarding the plan to change SOF's
ownership as evidenced by OJK Letter No. S-39/PL.02/2024 dated 21 March 2024;
c. SOF has announced the plan of SOF Acquisition to the public through Media Indonesia
newspaper on 1 February 2024 and to SOF's employees on 11 December 2023;
d. SOF's GMS has been convened in accordance with the attendance set out in the
articles of association of SOF or a circular resolution in lieu of general meeting of
shareholders of SOF have been signed by all SOF shareholders to, among others,
approve the SOF Acquisition by the Company; and
e. The financial statements of SOF for the period ended on 31 December 2023 have been
audited by Siddharta Widjaja & Rekan based on Independent Auditor's Report No.
00031/2.1005/AU.1/09/0851-2/1/II/2024 dated 19 February 2024, and KJPP Wawat
Jatmika & Rekan has issued Fairness Opinion No. 00014/2.0133-
00/BS/07/0603/1/III/2024 dated 22 March 2024 regarding Fairness Opinion on the
Acquisition Transaction Plan of 473,640,735 Series B Shares of PT Oto Multiartha and
2,490,901 Series B Shares of PT Summit Oto Finance by PT BANK BTPN Tbk.
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Completion
Completion will take place at a time agreed by the parties, but not more than 5 business days
after all conditions precedent in the SOF CSPA have been satisfied or have been waived (as
relevant), provided that the completion date is expected to occur before 26 September 2024 or
such other date as may be agreed by the parties in writing.
The completion of the SOF Acquisition has become effective on 27 March 2024.
Payment
Payment for the completion of the acquisition transaction will be made by way of cash payment.
Applicable Law
Law of the Republic of Singapore.
Dispute Resolution
Singapore International Arbitration Center (SIAC).
B. MATERIAL TRANSACTION VALUE
The Transaction value, which is the combined value of the OTO Acquisition and SOF Acquisition as
described above is Rp 6,550,743,411,334 (six trillion five hundred fifty billion seven hundred forty-three
million four hundred eleven thousand three hundred thirty-four Rupiah).
C. PARTIES TO THE TRANSACTION
1. INFORMATION ABOUT THE COMPANY
GENERAL
The Company, domiciled in South Jakarta, is a Public Company established under Indonesian
law. The Company was first established under the name PT Bank Tabungan Pensiunan
Nasional based on Deed of Establishment No. 31 dated 16 February 1985, made before Komar
Andasasmita, Notary in Bandung. This deed of establishment was amended by Deed No. 12
dated 13 July 1995 made before Notary Dedeh Ramdah Sukarna, substitute of Notary Komar
Andasasmita, Notary in Bandung and has been approved by the Minister of Justice of the
Republic of Indonesia based on the Decree of the Minister of Justice of the Republic of
Indonesia No. C2-4583 HT01.01TH85 dated 25 July 1985, has been registered in the register
at the Bandung District Court Office under No. 458 and No. 459 dated 16 August 1985 and has
been announced in the State Gazette of the Republic of Indonesia No. 76 dated 20 September
1985, Supplement No. 1148.
The latest complete articles of association of the Company are as reflected in the Deed of
Statement of Resolution of the Extraordinary General Meeting of Shareholders of the Company
No. 7 dated 7 December 2023, as approved by the MOLHR based on Decree No. AHU-
0082757.AH.01.02.TAHUN 2023 dated 7 February 2024, as lastly amended by Deed of
Statement of Resolution of the Meeting of the Board of Commissioners No. 55 dated 21 March
2024 drawn up by Ashoya Ratam, SH, MKn, Notary in the Administrative City of South Jakarta,
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which has been notified to the MOLHR as evidenced by Receipt of Notification No. AHU-
AH.01.03-0069408 dated 21 March 2024 ("Company's Articles of Association").
The following are the Company's contact details:
Address: BTPN Tower, 29th Floor
CBD Mega Kuningan
JL. Dr. Ide Anak Agung Gde Agung, Kav 5.5 - 5.6
South Jakarta 12950
Phone No.: (021) 30026200
Facsimile No.: (021) 30026308
Email address: corporate.secretary@btpn.com
The Company has the purposes and objectives as stated in Article 3 paragraph (1) of the
Company's Articles of Association, i.e., to engage in commercial banking.
CAPITAL STRUCTURE AND SHAREHOLDING OF THE COMPANY
The current capital structure of the Company based on the Company's Articles of Association
and Statement Letter from PT Datindo Entrycom Number DE/II/24-1030 dated 20 March 2024,
are as follows:
Number of Nominal Value Percentage
Description
Shares (IDR) (%)
Authorized Capital 15,000,000,000 300,000,000,000
Issued and Fully Paid-up Capital - - -
1. Sumitomo Mitsui Banking Corporation 9,692,826,975 193,856,539,500 91.047
- Equity
2. PT Bank Negara Indonesia (Persero) 12,007,137 240,142,740 0.113
Tbk
3. PT Bank Central Asia Tbk 109,742,058 2,194,841,160 1.031
4. Other shareholders with ownership 831,369,578 16,627,391,560 7.809
below 5%
Total Issued and Fully Paid-up Capital 10,645,945,748 212,918,914,960 100
Shares in Portfolio 4,354,054,252 87,081,085,040 -
MANAGEMENT AND SUPERVISION OF THE COMPANY
Based on:
1. Deed No. 46 dated 21 April 2022 made before Ashoya Ratam S.H., M.Kn., Notary in
South Jakarta, which has been notified to the MOLHR as evidenced by the Receipt of
Notification No. AHU-AH.01.09-0009927 dated 27 April 2022;
2. Deed No. 78 dated 29 September 2022 made before Ashoya Ratam S.H., M.Kn.,
Notary in South Jakarta, which has been notified to the MOLHR as evidenced by the
Receipt of Notification No. AHU-AH.01.09-0061871 dated 4 October 2022;
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3. Deed No. 25 dated 10 May 2023 made before Ashoya Ratam S.H., M.Kn., Notary in
South Jakarta, which has been notified to the MOLHR as evidenced by the Receipt of
Notification No. AHU-AH.01.09-0116937 dated 11 May 2023;
4. Deed No. 40 dated 16 May 2023 made before Ashoya Ratam S.H., M.Kn., Notary in
South Jakarta, which has been notified to the MOLHR as evidenced by the Receipt of
Notification No. AHU-AH.01.09-0118315 dated 17 May 2023; and
5. Deed No. 58 dated 27 July 2023 made before Yumna Shabrina, S.H., M.Kn., substitute
Notary of Ashoya Ratam, S.H., M.Kn., Notary in South Jakarta, which has been notified
to the MOLHR as evidenced by Receipt of Notification No. AHU-AH.01.09-0145163
dated 27 July 2023,
the current composition of the Company's Board of Directors and Board of Commissioners is
as follows:
Board of Commissioners
President Commissioner : Chow Ying Hoong
Commissioner : Takeshi Kimoto
Independent Commissioner : Ninik Herlani Masli Ridhwan
Independent Commissioner : Onny Widjanarko
Independent Commissioner : Edmund Tondobala
Commissioner : Ongki Wanadjati Dana
Board of Directors
President Director : Henoch Munandar
Deputy President Director : Kaoru Furuya
Deputy President Director : Darmadi Sutanto
Compliance Director : Dini Herdini
Director : Atsushi Hino
Director : Keishi Kobata
Director : Merisa Darwis
Director : Hanna Tantani
2. INFORMATION ABOUT SAG
GENERAL
SAG, domiciled in South Jakarta, is a limited liability company established under Indonesian
law. SAG was first established under the name of PT Wahanamulya Securindo pursuant to
Deed of Establishment No. 322 dated 24 August 1994, made before Erly Soehandjojo, Notary
in Jakarta, and has been approved by the Minister of Justice of the Republic of Indonesia
pursuant to Decree of the Minister of Justice of the Republic of Indonesia No. C2-
14021.HT.01.01.TH.94 dated 15 September 1994, has been registered in the register at the
South Jakarta District Court Office under No. 1813/A.PT/HKM/1994/PN.JAK.SEL dated 18
October 1994 and has been announced in the State Gazette of the Republic of Indonesia No.
71 dated 5 September 1995, Supplement No. 7376.
The latest articles of association of SAG is as reflected in Deed of Statement of Shareholders
Resolution of Amendment to the Articles of Association of PT Summit Auto Group No. 14 dated
16 October 2019, as approved by the MOLHR under Decree No. AHU-
0085830.AH.01.02.TAHUN 2019 dated 23 October 2019 ("SAG's Articles of Association").
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Here are the contact details of the SAG:
Address: Gedung Summitmas II, Lantai 811, Jl. Jendral Sudirman Kav. 61-62, Jakarta,
Indonesia
Email address: CorSec@sag.co.id
Phone No.: 021 252 2622
Facsimile No: 021 252 2622
Based on Article 3 paragraph (1) of SAG's Articles of Association, the purpose and objective of
SAG is to engage in trade, services (professional, scientific and technical activities) and
information and communication.
CAPITAL STRUCTURE AND SHAREHOLDING OF SAG
The current capital structure of SAG based on SAG's Articles of Association is as follows:
Authorized capital : Rp8,000,000,000,000
Issued capital : Rp7,803,441,000,000
The authorized capital of SAG is divided into 8,000,000 (eight million) shares with a nominal
value of Rp1,000,000 (one million Rupiah) per share.
The shareholding composition of SAG based on SAG's Articles of Association is as follows:
No. Shareholder Name Nominal (IDR) Number of Shares %
1. Sumitomo Corporation 7,803,273 7,803,273,000,000 99.99
2. PT Sumitomo Indonesia 168 168,000,000 0.01
Number of shares issued/subscribed 7,803,441 7,803,441,000,000 100.00
Shares in Portfolio 196,559 196,559,000,000
MANAGEMENT AND SUPERVISION OF SAG
Based on Deed of Statement of Shareholders Resolution of PT Summit Auto Group No. 43
dated 23 June 2023 which has been notified to the MOLHR as evidenced by Receipt of
Notification No. AHU-AH.01.09-0134265 dated 4 July 2023, the current compositions of the
Board of Commissioners and Board of Directors of SAG are as follows:
Board of Commissioners
President Commissioner : Djohan Marzuki
Commissioner : Akinori Otsu
Board of Directors
President Director : Kodai Hirose
Director : Koichiro Nakayama
Director : Yosuke Unigame
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3. INFORMATION ABOUT SMBC
GENERAL
SMBC was established in April 2001 as a banking corporation as a result of the merger of two
leading banks, Sakura Bank Limited (formerly known as Mitsui Bank) and Sumitomo Bank
Limited based on the deed of incorporation which was last amended on 30 July 2019.
Here are the contact details of SMBC:
Address: 1-1-2, Marunouchi, Chiyoda-ku, Tokyo, Japan
Phone No. : +81-3-3282-8111
Facsimile No. : +81-3-4333-9510
Email address: motoo_kanazashi@sg.smbc.co.jp; akinori_murozono@sg.smbc.co.jp;
kohei_yamazaki@sg.smbc.co.jp
SMBC's business activities are to conduct business as a commercial bank in accordance with
the provisions of the Japanese Banking Act and other relevant laws and regulations.
CAPITAL STRUCTURE AND SHAREHOLDING OF SMBC
SMBC's capital and shareholding structure is as follows:
Name of Shareholders Number of Shares Share Capital %
(Ordinary Shares) (in billion JPY)
Sumitomo Mitsui Financial Group 106,248,400 1,770.9 100.0
(SMFG)
MANAGEMENT AND SUPERVISION OF SMBC
The composition of the Board of Directors of SMBC is as follows:
Chairman of the Board : Makoto Takashima
President and Chief Executive Akihiro Fukutome
Officer (Representative Director) :
Deputy Chairman of the Board : Keiji Kakumoto
Director and Deputy President : Tetsuro Imaeda
Director and Senior Managing Teiko Kudo
Executive Officer :
Director and Senior Managing Jun Uchikawa
Executive Officer :
Director and Senior Managing Kotaro Hagiwara
Executive Officer :
Director and Senior Managing Yoshihiro Hyakutome
Executive Officer :
Director and Senior Managing Takashi Kobayashi
Executive Officer :
Director : Paul Yonamine
Director : Isao Teshirogi
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III. EXPLANATION, CONSIDERATION AND REASONS FOR THE TRANSACTION
AND THE EFFECT OF THE TRANSACTION ON THE COMPANY'S FINANCIAL CONDITION
A. EXPLANATION, CONSIDERATION AND REASON FOR THE TRANSACTION
Through this Transaction, the Company aims to ensure the Company's sustainable growth by capturing
the potential growth of the four-wheel and two-wheel vehicle financing market in Indonesia. In addition,
this Transaction will strengthen the business base of the Company and OTO Group and realize the
strategy of sustainable expansion and growth, by leveraging on knowledge and networks of the
Company and OTO Group.
B. EFFECT OF THE TRANSACTION ON THE COMPANY'S FINANCIAL CONDITION
The following is a summary of the impact of the Transaction on the Company's financial condition, which
has been presented in the Pro Forma Consolidated Financial Information as of and for the year ended
on 31 December 2023, consisting of the pro forma consolidated statement of financial position as of 31
December 2023, the pro forma consolidated statement of profit or loss and comprehensive income for
the year ended on 31 December 2023, and related notes, which have been compiled by the
management of the Company, where the Public Accounting Firm Siddharta Widjaja & Rekan (KPMG
Indonesia) has issued an Independent Practitioner Assurance Report on the Compilation of the Pro
Forma Consolidated Financial Information through its report No. L.23-1000534018-24/005.01 dated 21
March 2024:
13
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14
Page 15
15
Page 16
16
Page 17
17
Page 18
18
Page 19
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The basic assumptions used in the preparation of the pro forma consolidated financial information are
as follows:
1. The consolidated statements of financial position and statements of profit or loss and other
comprehensive income of the Company and its Subsidiaries as of and for the year ended 31
December 2023 have been prepared and presented in accordance with Indonesian Financial
Accounting Standards, and have been audited by the Public Accounting Firm Siddharta Widjaja
& Rekan who expressed an unmodified opinion in their report No. 00037/2.1005/AU.1/07/1212-
2/1/II/2024 dated 22 February 2024.
2. The statements of financial position of PT Oto Multiartha and PT Summit Oto Finance as of 31
December 2023 have been prepared and presented in accordance with Indonesian Financial
Accounting Standards, and have been audited by Public Accounting Firm Siddharta Widjaja &
Rekan who expressed an unmodified opinion in their respective reports No.
00032/2.1005/AU.1/09/0851-2/1/II/2024 dated 19 February 2024 and No.
00031/2.1005/AU.1/09/0851-2/1/II/2024 dated 19 February 2024.
3. The Company's treasury stock withdrawal which effective on 7 February 2024 was completed
and deemed to have occurred on 31 December 2023.
4. Capital Increase with Pre-emptive Rights (Penambahan Modal Dengan Hak Memesan Efek
Terlebih dahulu - "PMHMETD") or Rights Issue was approved based on the Extraordinary
General Meeting of Shareholders ("EGMS") of the Company on 7 December 2023. The
Company has obtained an effective statement from the Indonesian Financial Services Authority
through letter Number S-29/D.04/2024 dated 19 February 2024. This PMHMETD is deemed to
have occurred and fully paid on 31 December 2023.
5. Based on the Amendment Agreement to the Conditional Share Purchase Agreement ("CSPA")
in relation to the shares of PT Oto Multiartha and PT Summit Oto Finance dated 27 December
2023, the special dividend of PT Oto Multiartha and PT Summit Oto Finance which is planned
to be approved and allocated prior to the acquisition date, is deemed to have been decided on
31 December 2023.
6. The Company applied fair value adjustments to the carrying amounts of identifiable assets in
finance receivables and intangible assets (i.e., trademarks and customer relationships).
7. The Company assumes that all conditions precedent contained in the CSPA and amendments
to the CSPA have been fully satisfied and the equity investment transaction occurs on 27 March
2024.
8. The acquisition of shares of PT Oto Multiartha and PT Summit Oto Finance, was accounted for
in accordance with PSAK 22 on "Business Combinations".
9. There is uncertainty in the assumptions used in adjusting the pro forma consolidated financial
information. The actual results of the above events or transactions will not necessarily be the
same as those presented in the pro forma consolidated financial information.
IV. EXPLANATION, CONSIDERATION AND REASONS FOR THE TRANSACTION
WITH AFFILIATED PARTIES
A. NATURE OF THE AFFILIATE RELATIONSHIP
The affiliation relationship between the Company and the selling parties in the OTO Acquisition are as
follows:
The Company is a subsidiary of SMBC with 91.047% (ninety one point zero four seven percent)
share ownership.
The Company has no affiliation relationship with SAG.
The affiliation relationship between the Company and the selling parties in the SOF Acquisition are as
follows:
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The Company is a subsidiary of SMBC with 91.047% (ninety one point zero four seven percent)
share ownership.
The Company has no affiliation relationship with SAG.
B. EXPLANATION, CONSIDERATION AND REASONS FOR THE AFFILIATED PARTY
TRANSACTION COMPARED TO OTHER SIMILAR TRANSACTIONS NOT CONDUCTED
WITH AFFILIATED PARTIES.
After considering the background to the Transaction, the Company believes that by conducting the
Transaction with an Affiliate, the Transaction implementation process can be conducted more efficiently
compared to if the Transaction is carried out with a non-Affiliate.
The implementation of this Transaction is expected to have a positive impact on the development of the
Company's business activities both organically and non-organically, as well as increasing value for
shareholders and stakeholders.
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V. SUMMARY OF FINANCIAL STATEMENTS OF OTO AND SOF
PT OTO MULTIARTHA
22
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23
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24
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25
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PT SUMMIT OTO FINANCE
26
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27
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VI. SUMMARY OF SHARE VALUATION REPORT AND FAIRNESS OPINION
REPORT ON TRANSACTION
The Company has appointed Wawat Jatmika & Rekan Public Appraisal Services Office as KJPP with Business
License No. 2.15.0133 based on the Decree of the Minister of Finance No. 851/KM.1/2015 dated 23 November
2015, with an Valuer registered as a capital market supporting professional at the Indonesian Financial Services
Authority with a Registered Certificate (STTD) of Capital Market Supporting Professional No. STTD.PB-
55/PM.223/2022 ("KJPP-WJR") as an independent valuer to conduct a valuation of OTO and SOF shares and
provide an opinion on the fairness of the Company's Transaction. The following is a summary of the OTO and
SOF shares valuation report and opinion on the fairness of the Company's Transaction.
A. PT OTO MULTIARTHA SHARE VALUATION SUMMARY
The following is a summary of the valuation report on the Transaction object as outlined in the Share
Valuation Report of PT Oto Multiartha Number 00011/2.0133-00/BS/09/0603/1/III/2024 dated 13
March 2024, signed by Budi Prasetyo, MAPPI (Cert), No. STTD.PB-55/PM.223/2022.
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1. Status of Valuer
The assignment is carried out by independent valuer who is one of the Public Valuer in
KJPP-WJR. The Public Valuer and KJPP-WJR have been granted with all required permits
and registered as Valuer in the Ministry of Finance of the Republic of Indonesia with license
No. 2.15.0133 and Financial Services Authority with STTD No. STTD.PB-55/PM.223/2022.
The valuation is carried out objectively and impartially and the Valuer also does not have
any potential conflict of interest with the Valuation Object, the Client and the Intended User.
All Valuers, experts, and staff in the assignment are one unit of the assignment team under
the coordination of Licensed Valuer or the person in charge of the valuation who has the
competence to carry out the valuation.
2. Valuation Object
The valuation object is 473,640,735 Series B shares of OTO owned by PT Summit Auto
Group and Sumitomo Mitsui Banking Corporation.
3. Type of Ownership Rights
Type of ownership rights of 473,640,735 Series B shares of OTO represent 51% shares
ownership with control.
4. Valuation Premises
The valuation is carried out with the premise that OTO is an ongoing business and will
continue its operations in the future (going concern).
5. Purposes and Objectives of Valuation
The purpose of the valuation is to provide an independent opinion on the Market Value of
473,640,735 Series B shares of OTO for the purposes of transaction of sale and purchase
of shares.
6. Basis of Valuation
The basis of valuation based on the purpose of valuation is Market Value. The definition of
Market Value in accordance with Indonesian Valuer Code of Conducts and Indonesian
Valuation Standards (KEPI & SPI) VII Edition 2018 and Revised Edition 2020 effective 1
September 2020, and OJK Regulation No. 35/POJK.04/2020 on Valuation and Presentation
of Business Valuation Report in Capital Markets ("POJK 35/2020") is as follows:
"Market Value" is the estimated amount of money that can be obtained or paid for the
exchange of an asset or liability on the valuation date between a willing buyer and a willing
seller in arm's length transaction, after a proper marketing and where the parties had each
acted knowledgeably, prudently, and without compulsion. (SPI 101.3.1 and POJK 35/2020).
7. Date of Valuation
31 December 2023
8. Investigation Level
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The engagement is conducted with the investigation limitation as follows:
a. KJPP-WJR does not conduct due diligence on OTO's financial statements;
b. There are relevant data and information from the reliable sources;
c. Review, calculation and analysis can be done favorably without being obstructed by
the hidden information or intentionally hidden;
d. Items which are significantly different from the investigation level will be disclosed and
stated in the written report.
9. Engagement Assumptions
a. The valuation report that will be issued is a non-disclaimer opinion.
b. The valuation is prepared based on the principle of information and data integrity.
KJPP-WJR based the valuation on the accuracy, reliability and completeness of all
financial information and other information provided by the Client or which is generally
available which is essentially true, complete and not misleading.
c. KJPP-WJR assumes that all information and data from the Client related to the
assignment is true, complete and reliable, and there is nothing undisclosed that will
affect the valuation.
10. Limiting Conditions
a. The valuation is prepared based on general conditions of financial, monetary,
regulatory and market that existed at the time the report was issued.
b. Financial projections are prepared by management, which KJPP-WJR has reviewed
for its reasonableness. The management is responsible for the achievement of
financial projections and financial performance in the future. KJPP-WJR is responsible
for the valuation opinions and value conclusions.
11. Valuation Approach and Methods
In conducting the valuation of OTO shares, KJPP-WJR applied Income Approach with the
Discounted Cash Flow ("DCF") method, and the Market Approach with Guideline Publicly
Traded Company ("GPTC") method.
Income Approach with DCF method was used since OTO already has a revenue stream from
its operating activities.
The Market Approach with GPTC method was used because there is sufficient comparative
data available that has growth characteristics, historical financial performance, company size,
comparable market share, and is engaged in a similar industry.
For the valuation of OTO's preference shares, KJPP-WJR used the Income Approach with
Dividend Discount Method (DDM).
12. Valuation Conclusion
Based on the analysis and having considered all the relevant information, the
prevailing market conditions, KJPP-WJR conclude that Market Value of 473,640,735
Series B shares of OTO as of 31 December 2023 is: Rp4,065,860,000,000 (four trillion
sixty five billion eight hundred sixty million Rupiah).
31
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B. PT SUMMIT OTO FINANCE SHARE VALUATION SUMMARY
The following is a summary of the valuation report on the Transaction object as outlined in the Share
Valuation Report of PT Summit Oto Finance Number 00012/2.0133-00/BS/09/0603/1/III/2024 dated
13 March 2024, signed by Budi Prasetyo, MAPPI (Cert), No. STTD.PB-55/PM.223/2022.
1. Status of Valuer
The assignment is carried out by independent valuer who is one of the Public Valuer in KJPP-
WJR. The Public Valuer and KJPP-WJR have been granted with all required permits and
registered as Valuer in the Ministry of Finance of the Republic of Indonesia with license No.
2.15.0133 and Financial Services Authority with STTD No. STTD.PB-55/PM.223/2022.
The valuation is carried out objectively and impartially and the Valuer also does not have any
potential conflict of interest with the Valuation Object, the Client and the Intended User. All
Valuers, experts, and staff in the assignment are one unit of the assignment team under the
coordination of Licensed Valuer or the person in charge of the valuation who has the
competence to carry out the valuation.
2. Valuation Object
The valuation object is 2,490,901 Series B shares of SOF owned by PT Summit Auto Group
and Sumitomo Mitsui Banking Corporation.
3. Type of Ownership Rights
Type of ownership rights of 2,490,901 Series B shares of SOF represent 51% shares ownership
with control.
4. Valuation Premises
The valuation is carried out with the premise that SOF is an ongoing business and will continue
its operations in the future (going concern).
5. Purposes and Objectives of Valuation
The purpose of the valuation is to provide an independent opinion on the Market Value of
2,490,901 Series B shares of SOF for the purposes of transaction of sale and purchase of
shares.
6. Basis of Valuation
The basis of valuation based on the purpose of valuation is Market Value. The definition of
Market Value in accordance with Indonesian Valuer Code of Conducts and Indonesian
Valuation Standards (KEPI & SPI) VII Edition 2018 and Revised Edition 2020 effective 1
September 2020, and POJK 35/2020 is as follows:
"Market Value" is the estimated amount of money that can be obtained or paid for the exchange
of an asset or liability on the valuation date between a willing buyer and a willing seller in arm's
length transaction, after a proper marketing and where the parties had each acted
knowledgeably, prudently, and without compulsion. (SPI 101.3.1 and POJK 35/2020).
7. Date of Valuation
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31 December 2023
8. Investigation Level
The engagement is conducted with the investigation limitation as follows:
a. KJPP-WJR does not conduct due diligence on SOF's financial statements;
b. There are relevant data and information from the reliable sources;
c. Review, calculation and analysis can be done favorably without being obstructed by
the hidden information or intentionally hidden;
d. Items which are significantly different from the investigation level will be disclosed and
stated in the written report.
9. Engagement Assumptions
a. The valuation report that will be issued is a non-disclaimer opinion.
b. The valuation is prepared based on the principle of information and data integrity.
KJPP-WJR based the valuation on the accuracy, reliability and completeness of all
financial information and other information provided by the Client or which is generally
available which is essentially true, complete and not misleading.
c. KJPP-WJR assumes that all information and data from the Client related to the
assignment is true, complete and reliable, and there is nothing undisclosed that will
affect the valuation.
10. Limiting Conditions
a. The valuation is prepared based on general conditions of financial, monetary,
regulatory and market that existed at the time the report was issued.
b. Financial projections are prepared by management, which KJPP-WJR has reviewed
for its reasonableness. The management is responsible for the achievement of
financial projections and the financial performance in the future. KJPP-WJR is
responsible for the valuation opinions and value conclusions.
11. Valuation Approach and Methods
In conducting the valuation of SOF shares, KJPP-WJR applied Income Approach with the DCF
method, and the Market Approach with the GPTC method.
Income Approach with DCF method was used since SOF already has a revenue stream from
its operating activities.
The Market Approach with GPTC method was used because there is sufficient comparative
data available that has growth characteristics, historical financial performance, company size,
comparable market share, and is engaged in a similar industry.
For the valuation of SOF's preference shares, KJPP-WJR used the Income Approach with
Dividend Discount Method (DDM).
12. Valuation Conclusion
Based on the analysis and having considered all the relevant information, the prevailing market
conditions, KJPP-WJR conclude that Market Value of 2,490,901 Series B shares of SOF as of
33
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31 December 2023 is: Rp2,773,344,000,000 (two trillion seven hundred seventy-three billion
three hundred forty-four million Rupiah).
C. SUMMARY OF FAIRNESS OPINION REPORT ON THE SHARE ACQUISITION
TRANSACTION OF PT OTO MULTIARTHA AND PT SUMMIT OTO FINANCE
The following is a summary of the fairness opinion report on the Transaction based on Report
Number 00014/2.0133-00/BS/07/0603/1/III/2024 dated 22 March 2024, signed by Budi Prasetyo,
MAPPI (Cert), No. STTD.PB-55/PM.223/2022.
1. Parties to the Transaction
a. The Company
b. SMBC
c. SAG
2. Fairness Opinion Analysis Object
The fairness opinion analysis object is the transaction of acquisition of 473,640,735 Series B
share of OTO and 2,490,901 Series B shares of SOF by the Company.
3. Date of Valuation
31 December 2023
4. Purpose and Objectives of Valuation
The purpose and objective of the Fairness Opinion engagement is related to the transaction of
acquisition of 473,640,735 Series B share of PT Oto Multiartha and 2,490,901 Series B share
of PT Summit Oto Finance by the Company, which is intended to comply with the provisions of
POJK 17/2020 and POJK 42/2020.
5. Investigation Level
The issuance of Fairness Opinion is carried out by means of an investigation which includes
data and information collection from the management of the Company which is then verified
through interviews.
The valuer does not carry out the following activities or analysis:
a. Due diligence on the financial statements is not carried out and the review of the
information in the financial statements is only for assignment purposes;
b. Due diligence on legal aspects including the legality of the object of analysis of the
fairness opinion was not carried out;
c. Analysis of the tax impact for the parties related to the Transaction;
d. Other transactions other than those mentioned in the fairness opinion analysis object;
or
e. Items which are significantly different from the investigation level will be disclosed and
stated in the written report.
6. Engagement Assumptions
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a. The Fairness Opinion Report that will be issued is a non-disclaimer opinion.
b. The Fairness Opinion is prepared based on the principle of information and data
integrity. KJPP-WJR based the Fairness Opinion on the accuracy, reliability and
completeness of all financial information and other information provided by the Client
or which is generally available which is essentially true, complete and not misleading.
c. KJPP-WJR assumes that all information and data from the Company management
related to the assignment is true, complete and reliable, and there is nothing
undisclosed that will affect the fairness opinion.
d. The Transaction will be carried out as disclosed by the company management of the
Company and in accordance with the agreement and the reliability of information
regarding the Transaction.
e. There were no significant changes to the assumptions used in the fairness opinion
between the issuance date of the fairness opinion and the effective date of the
Transaction.
7. Limiting Conditions
a. The opinion must be viewed as a whole and that the use of part of the analysis and
information without considering the entire information and analysis may lead to a
misleading view of the process underlying the opinion. The preparation of the opinion
is a complex process and may not be possible through an incomplete analysis.
b. The opinion is also prepared based on general conditions of financial, monetary,
regulatory and market that existed at the time the report was issued.
c. The analysis of the fairness opinion uses financial projections that are prepared by
management, which KJPP-WJR has reviewed for its reasonableness. The
management is responsible for the achievement of financial projections and the
Company's financial performance in the future. KJPP-WJR is responsible for the
fairness opinions.
d. KJPP-WJR does not conduct due diligence on the Client or the Transacting parties.
e. KJPP-WJR did not conduct an investigation or evaluate of the validity of the
Transaction from a legal perspective and the implications of the taxation aspect,
therefore KJPP-WJR does not provide an opinion on the legal and taxation impacts of
the Transaction. The services that KJPP-WJR provides to the Client in relation to the
Transaction are only the provision of a Fairness Opinion on the Transaction to be
carried out and not accounting, auditing or taxation services. KJPP-WJR does not
conduct research on the validity of the Transaction from a legal perspective and the
implications of the taxation aspects of the Transaction.
f. KJPP-WJR hereby state that the assignment of KJPP-WJR does not include analyzing
transactions outside the purpose of the Transaction that may be available to the
Company and the effect of these transactions on the Transaction, nor is it an analysis
of the most possible and optimal use of a Transaction.
g. The work of KJPP-WJR related to the Transaction does not constitute and cannot be
interpreted in any form, a review or audit or the implementation of certain procedures
on financial information. Nor can the work be intended to reveal weaknesses in internal
control, errors, or irregularities in financial statements or violations of law. In addition,
KJPP-WJR has no authority and is not in a position to obtain and analyze other forms
of transactions outside of the Transaction that may be available to the Client and the
effect of such transactions on the Transaction.
h. The assignment of KJPP-WJR also does not include providing testimony before the
court, tax office, or other institutions.
i. In preparing the Fairness Opinion Report on the Transaction, KJPP-WJR acts
independently without any conflict of interest and is not affiliated with the Company or
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parties affiliated with the Company. KJPP-WJR also has no personal interest or benefit
related to the assignment.
8. Valuation Approach and Methods
In evaluating the fairness of the Transaction, KJPP-WJR has carried out (a) transaction
analysis, namely the identification and relationship between the parties involved in the
Transaction, agreements and terms agreed upon in the Transaction, and an assessment of the
risks and benefits of the Transaction which can be seen in Chapter 2; (b) qualitative analysis,
in the form of the Company's history and nature of business activities, industrial analysis,
analysis of the Company's operations and prospects, analysis of Transactions, as well as
qualitative profits and losses on Transaction which can be seen in Chapter 3 and quantitative
analysis, in the form of an assessment of the potential income, assets, liabilities, and financial
condition of the Company as well as incremental analysis using financial projections made by
management which has been reviewed by KJPP-WJR for reasonableness which can be seen
in Chapter 4; and (c) analysis of the fairness of the value of the transaction, which is carried out
by comparing the agreed price and the Company's management statement, with the market
value of the Transaction object based on the Valuation Report 473640,735 Series B shares of
OTO issued by KJPP-WJR with share valuation report No. 00011/2.0133-
00/BS/09/0603/1/III/2024 dated 13 March 2024 and Valuation Report of 2,490,901 Series B
shares of SOF issued by KJPP-WJR with stock valuation report No. 00012/2.0133-
00/BS/09/0603/1/III/2024 dated 13 March 2024 which can be seen in Chapter 5.
9. Fairness Analysis
Analisis Kewajaran/Fairness Analysis
Nilai Pasar (dalam Harga Transaksi
Objek Transaksi/ Rupiah)/ (dalam Rupiah)/ Selisih/
Transaction Object Market Value (in Transaction Price (in Difference
Rupiah) Rupiah)
473.640.735 lembar
Saham Seri B OTO/
4,065,860,000,000 3,926,955,333,885 -3.42%
473,640,735 Series B
Shares of OTO
2.490.901 lembar saham
Seri B SOF/2,490,901 2,773,344,000,000 2,623,788,077,449 -5.39%
Series B Shares of SOF
Jumlah/Total 6,839,204,000,000 6,550,743,411,334 -4.22%
10. Conclusion
Based on the fairness analysis of the Transaction, which includes analysis of the transaction,
qualitative and quantitative analysis, and analysis of the fairness of the transaction value, KJPP-
WJR is of the opinion that the Transaction is FAIR.
VII. STATEMENT OF DIRECTORS AND BOARD OF COMMISSIONERS
The Board of Directors and Board of Commissioners of the Company stated that the Transaction is a Material
Transaction and Affiliated Party Transaction and the Transaction does not contain any conflict of interest as
referred to in POJK 42/2020.
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The Board of Directors and Board of Commissioners of the Company, both individually and collectively, are
responsible for the completeness and accuracy of all information or material facts contained in this Disclosure
of Information and emphasize that the information stated is correct and there are no material facts that are not
disclosed which may cause this information to be misleading.
VIII. ADDITIONAL INFORMATION
This Disclosure of Information is made for the interest of the Company's shareholders, the public and interested
parties. If there are questions regarding this Disclosure of Information, please submit them in writing to the
Company, addressed to:
PT BANK BTPN Tbk
BTPN Tower, 29th Floor
CBD Mega Kuningan
JL. Dr. Ide Anak Agung Gde Agung, Kav 5.5 - 5.6
South Jakarta 12950
Thus, this Disclosure of Information is made to fulfill the provisions of applicable regulations.
Jakarta, 28 March 2024
PT BANK BTPN Tbk
Board of Directors
***
37
Names mentioned 52 people and organisations named in the text · linked when the evidence is strong
unresolved
person
Dr. Ide Anak Agung Gde Agung
p.1 ×3
unresolved
org
Financial Services Authority
p.1 ×7
unresolved
org
Minister of Law and Human Rights
p.2
unresolved
org
Sumitomo Corporation
p.3 ×10
unresolved
org
PT Summit Auto Group
p.3 ×7
unresolved
org
Sumitomo Mitsui Banking Corporation
p.4 ×4
unresolved
org
Siddharta Widjaja & Rekan
p.6 ×2
unresolved
org
KJPP Wawat Jatmika & Rekan
p.6 ×3
unresolved
org
KJPP Wawat Jatmika
p.6 ×2
unresolved
org
PT Bank Tabungan Pensiunan Nasional
p.8
unresolved
person
Komar Andasasmita
· Notaris
p.8
unresolved
org
Minister of Justice
p.8 ×4
unresolved
org
Bandung District Court
p.8
unresolved
person
Ashoya Ratam
· Notaris
p.8 ×10
unresolved
org
PT Datindo Entrycom Number DE
p.9
unresolved
person
Yumna Shabrina
p.10
unresolved
org
PT Wahanamulya Securindo
p.10
unresolved
person
Erly Soehandjojo
· Notaris
p.10
unresolved
org
South Jakarta District Court
p.10
unresolved
org
PT Sumitomo
p.11
unresolved
org
PT Sumitomo Indonesia
p.11
unresolved
org
Sakura Bank Limited
p.12
unresolved
org
Sumitomo Bank Limited
p.12
unresolved
org
Public Accounting Firm Siddharta Widjaja & Rekan
p.13 ×3
unresolved
org
Minister of Finance
p.29
unresolved
org
PT OTO MULTIARTHA SHARE VALUATION SUMMARY
p.29
unresolved
person
Budi Prasetyo
p.29 ×3
unresolved
org
Ministry of Finance
p.30 ×2
unresolved
org
PT SUMMIT OTO FINANCE SHARE VALUATION SUMMARY
p.32
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12 Sep 2026 23:05
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