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20260428_BINA_Laporan Informasi dan Fakta Material_32074649_lamp3.pdf
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INFORMATION DISCLOSURE
TO THE SHAREHOLDERS OF
PT BANK INA PERDANA, TBK (THE “COMPANY”)
IN RELATION TO THE PROPOSED CAPITAL INCREASE WITHOUT PRE-EMPTIVE RIGHTS
THE INFORMATION CONTAINED IN THIS DISCLOSURE IS IMPORTANT AND SHOULD BE TAKEN INTO
CONSIDERATION BY THE SHAREHOLDERS OF THE COMPANY IN RELATION TO THE PROPOSED CAPITAL
INCREASE WITHOUT PRE-EMPTIVE RIGHTS (“PMTHMETD”).
THIS DISCLOSURE OF INFORMATION IS PROVIDED BY THE COMPANY TO COMPLY WITH THE
REQUIREMENTS OF FINANCIAL SERVICES AUTHORITY (OTORITAS JASA KEUANGAN - “OJK”)
REGULATION NO. 32/POJK.04/2015 ON CAPITAL INCREASE OF PUBLIC COMPANIES WITH PRE-
EMPTIVE RIGHTS AS AMENDED BY OJK REGULATION NO. 14/POJK.04/2019 (“POJK No. 32/2015”).
IF YOU EXPERIENCE DIFFICULTY IN UNDERSTANDING THE INFORMATION SET OUT IN THIS
DISCLOSURE, YOU ARE ADVISED TO CONSULT WITH A LEGAL ADVISOR, PUBLIC ACCOUNTANT,
FINANCIAL ADVISOR OR OTHER PROFESSIONAL.
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
Tel: (62 21) 252 5678
Fax: (62 21) 252 5025
Website: www.bankina.co.id
Email: corp_sec@bankina.co.id
Office Network:
The Company operates 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 accordance with POJK No. 32/2015, the Company plans to issue up to 80.000.000 (eighty million) new
ordinary shares without pre-emptive rights. In relation to the proposed PMTHMETD, the Company intends
to obtain approval from its shareholders at an Extraordinary General Meeting of Shareholders attended by
independent shareholders (“Independent EGMS”), to be held on Friday, 5 June 2026.
THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS OF THE COMPANY, JOINTLY AND
SEVERALLY, ARE FULLY RESPONSIBLE FOR THE ACCURACY AND COMPLETENESS OF THE INFORMATION
DISCLOSED IN THIS DISCLOSURE AND CONFIRM THAT, TO THE BEST OF THEIR KNOWLEDGE AND
BELIEF, THERE ARE NO MATERIAL FACTS OMITTED WHICH WOULD CAUSE THE INFORMATION HEREIN
TO BE MISLEADING.
This Disclosure of Information is issued in Jakarta on 28 April 2026
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I. PURPOSE AND OBJECTIVE OF PMTHMETD
In order to support the Company’s future business development, the Company considers it
necessary to strengthen its capital structure.
Accordingly, the Company plans to implement PMTHMETD of up to 80,000,000 (eighty million)
shares with a nominal value of Rp100 (one hundred Rupiah) per share or representing up to
1.30% of the Company’s issued and fully paid-up capital (“New Shares”), as stated in Deed of
Statement of Meeting Resolution 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 Receipt of Notification to the Amendment of the Company’s Articles of Association
No. AHU-AH.01.03-0170403 dated 10 July 2024 (“Deed No. 28/2024”). The PMTHMETD is
conducted for purposes other than improving the Company’s financial position in accordance
with Article 3 letter b of POJK No. 32/2015, subject to approval from the Independent EGMS to
be held on 5 June 2026.
The proposed PMTHMETD complies with the Company’s Articles of Association and does not
violate any agreements entered into by the Company.
There are no negative covenants restricting the Company from conducting the PMTHMETD.
II. BRIEF DESCRIPTION OF THE COMPANY
A. Brief History
The Company was established under the name PT Bank Ina as contained in the 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 later
amended based on the Deed of Amendment to the Deed of Establishment No. 79, dated 22
May 1990, made before Kartini Muljadi, S.H., Notary in Jakarta, which approved the change
of the Company’s name from PT Bank Ina to PT Bank Ina Perdana. Both deeds have obtained
approval from the Minister of Justice of the Republic of Indonesia (currently referred to as
MOL) pursuant to Decree No. C2-3639 HT.01.01.Th.90, dated 23 June 1990, registered in the
South Jakarta District Court Registry No. 718/Not/1990/PN.JKT.SEL on 13 September 1990,
as announced in the Supplement to the State Gazette of the Republic of Indonesia No. 4242
in the 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, where the
latest amendment to the Articles of Association is as contained in Deed No. 28/2024 (“Articles
of Association”).
B. Capital Structure and Shareholding Composition
Based on the Company’s Shareholders’ Registry issued by the Company’s Securities
Administration Bureau, namely PT Raya Saham Registra, the composition of capital structure
and composition of shareholders of the Company as of 28 April 2026 is as follows:
Shareholders Amount Total Nominal %
(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
Masyarakat 1.265.678.390 126.567.839.000 20,64
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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
C. Management of the Company
Based on Deed of Statement of Meeting Resolution 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 MOL
as evidenced by Receipt of Notification of Change to the Company’s Data No. AHU-AH.01.09-
0224111 dated 9 July 2024, the composition of the Board of Directors and Board of
Commissioners is as follows:
Board of Commissioners
President / Independent : 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
Director : Kiung Hui Ngo
Risk Management and Compliance : Adhiputra Tanoyo
Director
Director : Yandy Ramadhani
Director : Dewi K. Prodjohartono
D. Summary of Important Financial Data
In Million Rupiah
Information 31 December 2025 31 December 2024
(Audited) (Audited)
FINANCIAL POSITION REPORT
Total Assets 31.298.232 24.436.734
Total Liabilites 27.988.411 20.823.760
Total Equity 3.309.821 3.612.974
Total Liabilities and Equity 31.298.232 24.436.734
III. INFORMATION REGARDING PMTHMETD
A. Estimated Period of Implementation of PMTHMETD
PMTHMETD is planned to be implemented no later than September 2026. The Company will
implement PMTHMETD in accordance with the Articles of Association and prevailing laws and
regulations, including POJK No. 32/2015 and Amendment to Regulation No. I-A concerning
Listing of Shares and Equity Securities Other than Shares Issued by Listed Companies
(Schedule to PT. Bursa Efek Indonesia Board of Directors’ Decree No. Kep-00045/BEI/03-
2026 dated 31 March 2026) (“Regulation No. I-A”).
In accordance with Regulation No. I-A, the Company will submit application for listing of
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 PMTHMETD. In accordance with POJK No.
32/2015, the Company will conduct disclosure of information as follows:
1. No later than 5 (five) working days prior to implementation, notify OJK and announce
to the public regarding the implementation of PMTHMETD.
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2. No later than 2 (two) working days after implementation, notify OJK and the public
regarding the results of the PMTHMETD, which includes information regarding the
subscribing party, total amount and price of the issued shares.
B. Proposed Use of Proceeds
Additional funds obtained by the Company through PMTHMETD, after deduction of related
costs, will be used entirely to strengthen the capital structure of the Company in the
framework of development of the Company’s business going forward.
C. Management Analysis and Discussion Regarding the Company’s Financial
Conditions Before and After PMTHMETD
In the implementation of PMTHMETD carried out for the purposes of other than improvement
of financial position, the Company follows the provisions in capital market regulations,
specifically POJK No. 32/2015.
Further, determination of the exercise price of the New Shares refers to Regulation No. I-A,
where the price is at least 90% (ninety percent) of the average closing price over 25 (twenty-
five) consecutive exchange days. in regular market prior to the listing of new shares
application date, as the result of the PMTHMETD.
After implementation, it is expected to increase the financial condition of the Company where
assets and equity will increase in the amount of funds obtained from PMTHMETD. Further,
the ratio of liabilities to equity is expected to improve.
As has been explained previously, the total shares which will be issued by the Company in
this PMTHMETD are at most 80,000,000 (eighty million) shares, so that after the
implementation of PMTHMETD, with the assumption that the Independent GMS approves and
all PMTHMETD are issued and taken up, then 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 at most 6,214,716,665 (six billion
two hundred fourteen million seven hundred sixteen thousand six hundred sixty five) shares.
D. Risks or Impact to Shareholders After the Implementation of PMTHMETD
The Company intends to issue New Shares with the same type as the shares which have
been issued in the Company, thereby having the same and equal rights in all matters,
including but not limited to receiving dividends, casting votes in the general meeting of
shareholders as well as other corporate actions carried out by the Company.
The issuance of new shares through PMTHMETD will give an impact of dilution of share
ownership of the shareholders of the Company. The shareholders of the Company will be
subject to ownership dilution of approximately 1.29%. However, the number of shares owned
by the shareholders before and after the issuance of the New Shares does not experience
change except for the shares owned by the shareholders who carry out the PMTHMETD. With
the use of funds obtained from the implementation of PMTHMETD for the development of the
Company’s business, it is expected to give a positive impact for the Company which may
result in the increase of shareholders’ value. In determining the exercise price of this
PMTHMETD, the Company ensures that the Company will obtain optimal and beneficial results
from the sale of New Shares in the framework of this PMTHMETD. In this matter, the Company
will always pay attention to the provisions on minimum exercise price as regulated under
Regulation No. I-A, by taking into account the interests of the Company and minority
shareholders of the Company, as well as taking into account the quality of investors who will
invest their funds in the Company.
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E. Capital Structure and Share Ownership Before and After the Implementation of
PMTHMETD
In relation to the PMTHMETD, the Company will issue at most 80,000,000 (eighty million)
New Shares which will be issued from the portfolio shares of the Company with a nominal
value of Rp100 (one hundred Rupiah) per share.
The capital structure of the Company before PMTHMETD by referring to the Register of
Shareholders of the Company issued by the Company’s Securities Administration Bureau,
namely PT Raya Saham Registra as of 28 April 2026 and the proforma capital structure of
the Company after PMTHMETD are as follows:
Shareholders Before PMTHMETD After PMTHMETD
Amount Total Nominal % Amount Total Nominal %
(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
Masyarakat 1.265.678.390 126.567.839.000 20,64 1.265.678.390 126.567.839.000 20,36
PT Indoperkasa - - - 80.000.000 8.000.000.000 1,29
Suksesjaya
Reasuransi
Issued and Paid- 6.134.716.665 613.471.666.500 100,00 6.214.716.665 621.471.666.500 100,00
Up Capital
Shares in Portfolio 13.865.283.335 1.386.528.333.500 13.785.283.335 1.378.528.333.500
Authorized Capital 20.000.000.000 2.000.000.000.000 20.000.000.000 2.000.000.000.000
F. Information Regarding the Prospective Investor in the PMTHMETD
In relation to the proposed PMTHMETD, the Company plans to issue New Shares, all of which
will be taken up by PT Indoperkasa Suksesjaya Reasuransi (the “Prospective Investor”).
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 the Decree of the Board of Commissioners of the OJK No. KEP-7/D.05/2022
concerning the Granting of Business License in the Reinsurance Sector to PT Indoperkasa
Suksesjaya Reasuransi.
The implementation of this PMTHMETD does not result in a change of Controller of the
Company.
G. Nature of the Affiliation Relationship of the Company with the Prospective Investor
The Prospective Investor is a party that is affiliated with the Company as referred to in OJK
Regulation No. 42/POJK.04/2020 concerning Affiliated Transactions and Conflict of Interest
Transactions (“POJK No. 42/2020”), because the Company and the Prospective Investor
are controlled indirectly by the same party.
Furthermore, in accordance with Article 44B of POJK No. 32/2015, in the event that the
capital increase of a Public Company as referred to in Article 3 letter a and letter b of POJK
No. 32/2015 constitutes an Affiliated Transaction, the Public Company is exempted from the
obligation to comply with the provisions regarding affiliated transactions and conflict of
interest as regulated under POJK No. 42/2020.
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H. Explanation, Consideration, and Reasons for the Implementation of PMTHMETD by
the Affiliated Prospective Investor
The implementation of PMTHMETD by the Prospective Investor as an affiliated party is carried
out to strengthen the capital structure of the Company in the framework of supporting the
development of the Company’s business activities going forward. In relation to such funding
needs, up to this time there has not been any other party that is not affiliated which has the
readiness to carry out capital injection within a relatively short period of time.
Therefore, the participation of the Prospective Investor as a party affiliated with the Company
is expected to provide certainty over the availability of funds required by the Company,
including for strengthening of capital structure, improvement of liquidity, as well as
supporting the continuity and development of the Company’s business in a sustainable
manner.
IV. RUPS INDEPENDEN PERSEROAN
In accordance with the provisions of the prevailing regulations, the implementation of PMTHMETD
will be requested for approval from the independent shareholders of the Company in the
Independent GMS which will be held on Friday, 5 June 2026, located at Ariobimo Sentral Building
10th Floor – Jl. H.R. Rasuna Said Blok X-2 Kav. 2, Jakarta 12950, with the agenda/items which
will be requested for approval in the Independent GMS in relation to the PMTHMETD, as follows:
• Approval of the capital increase of the Company through the PMTHMETD mechanism of at
most 10% of the issued capital of the Company by taking into account the provisions of
laws and regulations applicable in the capital market sector, particularly POJK No.
32/2015, and therefore:
(i) amend Article 4 paragraph (2) of the Articles of Association of the Company; and
(ii) approval of the delegation of authority to the Board of Directors of the Company
with the approval of the Board of Commissioners of the Company for the issuance
of shares and adjustment of issued and paid-up capital in the Company in relation
to the plan in item 1 above.
The attendance quorum and decision quorum of the Independent GMS shall follow the quorum
provisions as regulated under Article 44 of OJK Regulation No. 15/POJK.04/2020 concerning Plan
and Implementation of General Meeting of Shareholders of Public Companies (“POJK No.
15/2020”) and Article 8A paragraph (2) of POJK No. 32/2015, with details as follows:
1. The Independent GMS is valid and may take valid and binding resolutions if attended by
more than 1/2 (one half) portion of the total shares with valid voting rights owned by
independent shareholders and shareholders who are not affiliated parties with the Company,
members of the Board of Directors, members of the Board of Commissioners, major
shareholders, or Controller.
2. The resolution of the Independent GMS is valid if approved by more than 1/2 (one half)
portion 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 Controller.
3. In the event that quorum is not achieved, the second Independent GMS may be held if the
Independent GMS is attended by more than 1/2 (one half) portion 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 Controller.
4. The resolution of the second Independent GMS is valid if approved by more than 1/2 (one
half) portion 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
Controller who are present in the Independent GMS.
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5. In the event that the attendance quorum at the second Independent GMS is not achieved,
the third Independent GMS may be held with the provision that the third Independent GMS
is valid and has the right to take resolutions if attended 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 Controller
from shares with valid voting rights, in the attendance quorum determined by OJK upon the
application of the Public Company.
6. The resolution of the third Independent GMS is valid if approved 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
Controller representing more than 50% (fifty percent) of the shares 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 Controller who are present in the Independent GMS.
The implementation of the Independent GMS will be carried out in accordance with the provisions
as regulated under POJK No. 15/2020, OJK Regulation No. 14 of 2025 concerning the
Implementation of General Meeting of Shareholders, General Meeting of Bondholders, and
General Meeting of Sukuk Holders Electronically, and the Articles of Association of the Company.
The announcement of this Independent GMS is conducted on Tuesday, 28 April 2026 and the
invitation of the Independent GMS will be conducted on Wednesday, 13 May 2026, and will be
carried out through the website of the Indonesia Stock Exchange, the website of the Company,
and the website of the provider of 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
The Board of Directors and the Board of Commissioners of the Company, both jointly and
severally, believe that the implementation of PMTHMETD does not contain a conflict of interest
as referred to in POJK 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 members of the Board of Directors, Board of Commissioners, and PT Indolife
Pensiontama (as the main shareholder of the Company and controlling shareholder of the
Company based on the Decree of Member of the Board of Commissioners of OJK No. KEP-
3/D.03/2020 concerning the Result of Fit and Proper Test of PT Indolife Pensiontama as the
Controlling Shareholder of PT Bank Ina Perdana Tbk, dated 6 January 2020), which may harm
the Company in the implementation of PMTHMETD.
This Disclosure of Information has been approved by the Board of Commissioners and the Board
of Directors of the Company, therefore the Board of Commissioners and the Board of Directors
of the Company are responsible for the truth of the material information conveyed and the
opinions expressed in this disclosure of information are reasonable and correct and there is no
other material information that has not been disclosed which may cause the information
conveyed to become incorrect or misleading.
The Board of Directors and the Board of Commissioners of the Company recommend to all
shareholders to approve the PMTHMETD plan as stated in this Disclosure of Information. In giving
such recommendation to the shareholders, the Board of Directors and the Board of
Commissioners of the Company have reviewed the benefits of the proposed PMTHMETD, and
therefore believe that the implementation of the proposed PMTHMETD constitutes 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
Main Office:
Gedung Ariobimo Sentral, 10th floor
Jl. H.R. Rasuna Said Blok X-2 Kav. 5, Jakarta 12950
Tel: (62 21) 252 5678
Fax: (62 21) 252 5025
Website: www.bankina.co.id
Email: corp_sec@bankina.co.id
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Names mentioned 32 people and organisations named in the text · linked when the evidence is strong
unresolved
org
FINANCIAL SERVICES AUTHORITY
p.1
unresolved
org
Minister of Law
p.2
unresolved
org
PT Bank Ina
p.2 ×2
unresolved
person
Winnie Hadiprodjo
p.2
unresolved
person
Kartini Muljadi
· Notaris
p.2
unresolved
org
PT Bank Ina Perdana. Both
p.2
unresolved
org
Minister of Justice
p.2
unresolved
org
South Jakarta District Court
p.2
unresolved
org
PT Raya Saham Registra
p.2 ×2
unresolved
org
PT Gaya Hidup Masa Kini
p.2
unresolved
org
Indonesia Stock Exchange
p.3 ×2
unresolved
org
PT Gaya Hidup
p.5
unresolved
org
PT Indoperkasa Suksesjaya Reasuransi
p.5 ×2
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.7
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