ADDITIONAL INFORMATION AND OR AMENDMENTS TO THE INFORMATION DISCLOSURE TO SHAREHOLDERS OF PT BANK NUSANTARA PARAHYANGAN TBK THE FINANCIAL SERVICES AUTHORITY ( OJK ) NEITHER GIVES ITS APPROVAL OR DISAPPROVAL ON THE SECURITIES, NOR DOES THE OJK CONFIRM THE ACCURACY OR COMPLETENESS OF THE CONTENT OF THIS SUPPLEMENTARY INFORMATION. ANY STATEMENT CONTRARY TO BE THE ABOVE SHALL BE AGAINST THE LAW. THIS PROSPECTUS IS IMPORTANT AND REQUIRES IMMEDIATE ATTENTION. SHOULD THERE BE ANY DOUBT CONCERNING THE PROPER ACTIONS TO BE TAKEN, CONSULTATION WITH COMPETENT PARTIES IS ADVISED. PT BANK BANK NUSANTARA PARAHYANGAN Tbk. (THE COMPANY ) IS FULLY RESPONSIBLE FOR THE ACCURACY OF ALL MATERIAL INFORMATION, FACTS, DATA, OR REPORTS AND THE TRUTHFULNESS OF OPINIONS PRESENTED IN THIS PROSPECTUS. PT BANK NUSANTARA PARAHYANGAN Tbk ( The Company ) BUSINESS ACTIVITIES: Banking Services Domiciled in Bandung, Indonesia HEAD OFFICE Jl. Ir. H. Juanda No,95, Bandung 40132 Telephone: +62-22-82560100 (hunting) Facsimile: +62-22-2514580 Website: www.bankbnp.com OFFICE NETWORK 1 Head Office, 13 Branch Offices, 29 Sub-Branch Offices, 16 Cash Offices, 1 Functional Non-Operational Office, 3 Mobile Cash Units, and 54 ATMs RIGHTS ISSUE IV TO THE COMPANY S SHAREHOLDERS FOR THE ISSUANCE OF PREEMPTIVE RIGHTS TO BUY COMMON SHARES The Company is offering 123,060,705 (one hundred twenty three million sixty thousand seven hundred five) of Common Shares with nominal value of Rp500 (five hundred Rupiah), with each share to be offered at an exercise price of Rp1,625 (one thousand six hundred twenty five Rupiah) per share, amounting to Rp199,973,645,625 (one hundred ninety nine billion nine hundred seventy three million six hundred forty five thousand six hundred twenty five Rupiah). Each shareholder who owns 55 (fifty five) shares whose name is listed on the Company s Shareholder Register on 14 May 2018 at 16:15 Western Indonesian Time has 10 (ten) Preemptive Rights, whereby 1 (one) Preemptive Rights provides to its holder the right to purchase 1 (one) newly issued Common Share, at the price of Rp1,625 (one thousand six hundred twenty five Rupiah) per share, to be paid in full at the time of submission of the Preemptive Rights purchase order. This Preemptive Rights are to be traded on the Indonesia Stock Exchange (IDX) from 16 May 2018 until 22 May 2018. In the event that the shareholders have Preemptive Rights in fractional form, the right to other fractional shares for addition of capital by providing such Preemptive Rights shall be sold by the Company and the proceeds of the sales are to be incorporated into the Company s account. The shares resulting from the Rights Issue are to be listed on the IDX. The standing of shares to be issued in this Rights Issue IV, in comparison to other fully-paid shares standing, is such that they shall have equal rights in all respects including the right to dividends.
ACOM has stated that it will exercise its rights as the controlling shareholder of the Company based on the Statement of ACOM dated 13 April 2018. HSI has stated that it will exercise its rights as a shareholder of the Company based on the Statement of HSI dated 9 March 2018. BTMU has stated that it will not exercise its rights as the controlling shareholder of the Company, but instead will transfer all of its rights to ACOM based on the Statement of BTMU dated 14 March 2018. In the event that the Common Shares offered in this Rights Issue IV are not entirely subscribed by the shareholders of the Company or public holders of Preemptive Rights besides the controlling shareholders and the main shareholders of the Company, the remaining shall be allocated to other shareholders subscribing more than their rights proportionally based on the Preemptive Rights amount as carried out by each of the shareholders who request the additional rights based on the Offering Price. In the event that there are remaining shares on offer, the standby buyer, which is ACOM based on the Deed of Purchase of Remaining Shares in Right Issues IV of the Company No. 30 dated 13 April 2018, made before Kirana Ivyminerva Wilamarta SH, Master of Laws, Notary in Jakarta ( Deed of Share Purchase Agreement ), has firmly stated its ability to take all remaining shares which are the rights of other shareholders of the Company if not taken by shareholders ( Remaining Shares ) in Right Issues IV at the Exercise Price of Rp1,625 (one thousand six hundred twenty five Rupiah) per share. MAIN RISK THE MAIN RISK FACED BY THE COMPANY IS CREDIT RISK, I.E. RISK FROM THE FAILURE OF DEBTORS AND/OR OTHER PARTIES IN SERVING THEIR LIABILITIES TO THE COMPANY, AND RISK ARISING FROM SETTLEMENT FAILURES THAT HAVE EXCEEDED CERTAIN TIMELINES IN ACCORDANCE WITH THE PREVAILING OJK REGULATIONS. OTHER BUSINESS RISKS ARE PRESENTED IN CHAPTER VI OF THE PROSPECTUS. IMPORTANT NOTICE TO SHAREHOLDERS THE PERCENTAGE OF SHARE OWNERSHIP OF PUBLIC SHAREHOLDERS WHO DO NOT EXERCISE THEIR RIGHTS TO SUBSCRIBE TO THE NEW SHARES OFFERED IN THIS RIGHTS ISSUE IV IN ACCORDANCE WITH THEIR RESPECTIVE PREEMPTIVE RIGHTS SHALL BE DILUTED BY A MAXIMUM OF 15.38% (FIFTEEN POINT THREE EIGHT PERCENT). THE COMPANY SHALL NOT ISSUE ANY COLLECTIVE SHARE CERTIFICATE IN THIS RIGHTS ISSUE IV, HOWEVER, THE AFOREMENTIONED SHARES SHALL BE ELECTRONICALLY DISTRIBUTED AND ADMINISTERED IN THE COLLECTIVE DEPOSITORY OF PT KUSTODIAN SENTRAL EFEK INDONESIA ( KSEI ). This Additional Information and or Amendments to the Information Disclosure is issued in Bandung on 3 May 2018 TENTATIVE SCHEDULE Date of Extraordinary General Meeting of Shareholders (EGMS) : 09 March 2018 Effective Date of the Preemptive Rights Registration Statement issued by OJK : 30 April 2018 Last Recording Date to acquire Preemptive Rights: 03 May 2018 Date of Distribution of Preemptive Rights Certificate : 14 May 2018 Right Issue Distribution Date : 15 May 2018 The Last Trading Date of Shares with Preemptive Rights (Cum-Right) - Regular Market and Negotiated Market : 08 May 2018 - Cash Market : 14 May 2018 The First Trading Date of Shares without Preemptive Rights (Ex-Right) - Regular Market and Negotiated Market : 09 May 2018 - Cash Market : 15 May 2018 Share Listing Date on the IDX : 16 May 2018 Start of Preemptive Rights Trading Date : 16 May 2018 End of Preemptive Rights Trading Date : 22 May 2018 Start of Preemptive Rights Exercise Date : 16 May 2018 End of Preemptive Rights Exercise Date : 22 May 2018 Last Payment Date of Additional Shares Subscription : 24 May 2018 Start of Distribution of Shares from Preemptive Rights Date : 18 May 2018 End of Distribution of Shares from Preemptive Rights Date : 24 May 2018 Allotment Date : 25 May 2018 Subscription Fund Refund Date : 28 May 2018
RIGHTS ISSUE IV The Board of Directors on behalf of the Company hereby conducts the Rights Issue IV of 123,060,705 (one hundred twenty three million sixty thousand seven hundred five) common shares with nominal value of Rp500 (five hundred Rupiah) per share or amounting to 15.38% (fifteen point three eight percent) of the issued and paid up capital of the Company after the Rights Issue IV. Each shareholder owning 55 (fifty five) Old Shares whose name is listed on the Company s Shareholder Register on 14 May 2018 at 16:15 Western Indonesian Time has 10 (ten) Preemptive Rights (Preemptive Rights), whereby 1 (one) Preemptive Right provides to its holder the right to purchase 1 (one) newly issued Common Share at the price equal to the range of exercise price, i.e. Rp1,625 (one thousand six hundred twenty five Rupiah) per share. Total New Shares to be issued in this Rights Issue IV is the maximum number of shares that shall be issued from the portfolio and shall be registered on the IDX by adhering to the prevailing regulations. The total proceeds to be received by the Company in this Rights Issue IV shall be a maximum of Rp199,973,645,625 (one hundred ninety nine billion nine hundred seventy three million six hundred forty five thousand six hundred twenty five Rupiah). New Shares of the Right Issue IV have equal rights in all respects including the dividend rights with other fully paid shares. Each Preemptive Shares in the form of denomination will be rounded down. In the event that the shareholders have Preemptive Rights in the form of denominations, the right to the denomination of the securities shall be sold by the Company and the proceeds shall be incorporated into the Company s account. 1.1 Capital Structure and the Company s Shareholders Composition The Company s shareholders composition based on the Shareholder Register issued by the Company s Share Registrar, PT Sinartama Gunita, as at 28 February 2018 is as follows: Description Number of Shares Nominal Value (Rp) % Authorized Capital 1.000.000.000 500.000.000.000 Issued and Fully Paid Capital ACOM 447.707.012 223.853.506.000 66,15 HSI*) 72.604.211 36.302.105.500 10,73 BTMU 63.310.000 31.655.000.000 9,35 Public (< 5%) 93.212.659 46.606.329.500 13,77 Total Issued and Fully Paid Capital 676.833.882 338.416.941.000 100,00 Shares in Portfolio 323.166.118 161.583.059.000 Note: *including ownership of 1% that is not recorded Should the Preemptive Rights holders do not exercise their rights to purchase the New Shares of such Rights Issue IV, they may sell their rights to other parties within 16 May 2018 until 22 May 2018 through or outside the stock exchange in accordance with POJK No. 31/POJK.04/2015.
Nominal Value of Rp500 per share Description Prior to Rights Issue IV Subsequent to Rights Issue IV Number of Shares Nominal Value (Rp) % Number of Nominal Value Shares (Rp) % Authorized Capital 1.000.000.000 500.000.000.000 1.000.000.000 500.000.000.000 Issued and Fully Paid Capital ACOM 447.707.012 223.853.506.000 66,15 540.619.195 270.309.597.545 67,59 HSI 72.604.211 36.302.105.500 10,73 85.804.976 42.902.488.000 10,73 BTMU 63.310.000 31.655.000.000 9,35 63.310.000 31.655.000.000 7,91 Public (< 5%) 93.212.659 46.606.329.500 13,77 110.160.416 55.080.208.000 13,77 Total Issued and Fully Paid Capital 676.833.882 338.416.941.000 100,00 799.894.587 399.947.293.545 100,00 Shares in Portfolio 323.166.118 161.583.059.000 200.105.413 161.583.059.000 Note: *including ownership of 1% that is not recorded Should ACOM and HSI exercise their rights to purchase the offered New Shares, BTMU is to transfer all of its rights to purchase New Shares to ACOM and Public Shareholders, all of its rights to be taken over by ACOM as Standby Buyer, thus the proforma capital structure and the composition of the Company s shareholders prior to and after Right Issue is as follows: Nominal Value of Rp500 per share Description Prior to Rights Issue IV Subsequent to Rights Issue IV Number of Number of Nominal Value (Rp) % Shares Shares Nominal Value (Rp) % Authorized Capital 1.000.000.000 500.000.000.000 1.000.000.000 500.000.000.000 Issued and Fully Paid Capital ACOM 447.707.012 223.853.506.000 66,15 557.566.952 278.783.476.000 69,71 HSI 72.604.211 36.302.105.500 10,73 85.804.976 42.902.488.000 10,73 BTMU 63.310.000 31.655.000.000 9,35 63.310.000 31.655.000.000 7,91 Public (< 5%) 93.212.659 46.606.329.500 13,77 93.212.659 46.606.329.500 11,65 Total Issued and Fully Paid Capital 676.833.882 338.416.941.000 100,00 799.894.587 399.947.293.500 100,00 Shares in Portfolio 323.166.118 161.583.059.000 200.105.413 100.052.706.500 Note: *including ownership of 1% that is not recorded USE OF PROCEEDS FROM THE RIGHTS ISSUE IV The proceeds from this Rights Issue IV, net issuance cost, after deducted with the emission costs, all shall be utilized to meet the Core Capital allocation and strengthen the Company s capital structure in order to increase the working capital for the Company. The use of proceeds after the proceeds from this Rights Issue IV have been received by the Company shall be recorded as the Company s Tier-1 Capital and shall constitute a component of the Company s capital structure. Excess liquidity shall be placed in liquid financial instruments, mainly in Government-issued securities, such as SBI and or other Securities. In accordance with POJK No. 33/2015, the total estimated cost utilized by the Company is approximately 2.02% (two point zero two percent) of the Rights Issue IV which includes: Financial Adivisory Fee of 1.10% (one point ten percent) Capital Market Supporting Profession Fees amounting to 0.55% (zero point fifty five percent) consisting of: Public Accountant services of 0.32% (zero point thirty two percent), Legal Consultant of 0.17% (zero point seventeen percent) and Notary of 0.06% (zero point zero six percent); Capital Market Supporting Institution Fees to Share Registrar of 0.04% (zero point zero four percent); Additional share listing fees of IDX is estimated at 0.08% (zero point eight percent); d
Registration fees to OJK of 0.05% (zero point zero five percent); Other fees of 0.20% (zero point twenty percent) include printed goods, newspaper advertisements, GMS expenses, etc. Proforma Equity Table EQUITY The shares offered in this Rights Issue IV consist of 123,060,705 (one hundred twenty three million sixty thousand seven hundred five) Common Shares with nominal value of Rp500 (five hundred Rupiah) per share with an exercise price of Rp1,625 (one thousand six hundred and twenty five Rupiah) per share so as the total value of Rp199.973.645.625 (one hundred ninety nine billion nine hundred seventy three million six hundred forty five thousand six hundred twenty five Rupiah) occurred on 31 December 2017, with the following equity proforma: Description Equity position based on financial statements as at 31 December 2017 Changes in equity after 31 December 2017 if assumed that on such date the following is exercised: Rights Issue IV of 123,060,705 (one hundred twenty three million sixty thousand seven hundred five) Common Shares with nominal value of Rp500 (five hundred Rupiah) per share with an exercise price of Rp1,625 (one thousand six hundred and twenty five Rupiah) per share after deducted by the estimated Rights Issue IV expenses borne by the Company Proforma Equity as at 31 December 2017 post-rights Issue IV Issued and Fully Paid Capital Additional Paid-in Capital Appropriated Retained Earnings Unappropriated Retained Earnings Total Equity 338,417 221,038 72,580 505,814 1,137,849 61,530 134,404 - - 195,934 399,947 355,442 72,580 505,814 1,333,783 DESCRIPTION OF STANDBY BUYER In accordance with the prevailing laws and regulations, if the new shares offered through this Rights Issue IV are not entirely taken by the Preemptive Rights holders, the remaining shall be allocated to other shareholders who have made additional bookings from their respective rights proportionally as stated in the Preemptive Rights based on the exercised rights. In the event that after the allocation, some shares remain on offer, the standby buyer, i.e. ACOM, CO Ltd. based on Deed of Remaining Shares Purchase Agreement in Rights Issue IV of the Company No. 30 dated 13 April 2018 made before Kirana Ivyminerva Wilamarta, SH, LLM Notary in Jakarta ( Deed of Remaining Shares Purchase Agreement ) has firmly stated its ability to take all remaining shares which are the rights of other shareholders of the Company if not taken by shareholders ( Remaining Shares ) in Right Issues IV at the Exercise Price of Rp1,625 (one thousand six hundred twenty five Rupiah) per share.
ACOM CO., LTD ACOM is a public company established under Japanese laws and legislations, domiciled and operating at 1-1, Marunouchi 2-chome Chiyodaku, Tokyo 100-8307, Japan. ACOM s shares are listed on the Tokyo Stock Exchange. ACOM is a subsidiary of Mitsubishi UFJ Financial Group Inc. (MUFG). ACOM Group s main businesses are credit provision and credit card business, credit services and overseas financial business, and ACOM is engaged in the financing services industry by providing credit to individuals. Capital Structure & Shareholders Based on ACOM s Financial Statements for Fiscal Year 2017 which ended on 31 March 2017 and data acquired from ACOM, the composition of the majority shareholder of ACOM as at 31 March 2017 is as follows: Company Name Number of Shares Percentage (%) Mitsubishi UFJ Financial Group, Inc 588,723,490 36.88 Maruito Shokusan Co., Ltd. 273,467,550 17.13 Maruito Co., Ltd. 125,533,430 7.86 Foundation of Kinoshita Memorial Enterprise 92,192,320 5.77 Maruito Shoten Co., Ltd. 38,733,200 2.42 General Incorporated Association Kyoekai Trust Account 32,598,830 2.04 Mitsubishi UFJ Trust and Banking Corporation (Standing proxy: The Master Trust Bank of Japan, Ltd.) 31,572,800 1.97 Shigeyoshi Kinoshita 30,007,260 1.87 NOBUKA Co., Ltd 30,000,000 1.87 Japan Trustee Services Bank, Ltd. (Trust Account 4) 26,822,000 1.68 ACOM CO., LTD. (Treasury Stocks) 29,668,592 1.85 Others 296,963,328 18.6 Total 1,596,282,800 100.00 PROCEDURES FOR THE PURCHASE OF SHARES AND PREEMPTIVE RIGHTS The Company has appointed PT Sinartama Gunita as the Share Registrar and Executor, as stipulated on the Deed of Management of Share Administration Agreement for Rights Issue IV of the Company No 5 dated 13 March 2018 in conjunction with the Deed of Amendment I of Share Administration Management Agreement in Rights Issue IV of the Company No. 31 dated 13 April 2018, both of which were made before Kirana Ivyminerva Wilamarta, S.H., LLM Notary in Jakarta. The following are terms and procedures for the purchase of shares: 1. Eligible Buyer Shareholders whose names are recorded in the Shareholder List of the Company on 14 May 2018 at 16.15 Western Indonesia Time are entitled to purchase shares with terms that each holder of 55 (fifty five) shares whose name is listed on the Company s Shareholder Register on 14 May 2018 at 16:15 Western Indonesian Time has 10 (ten) Preemptive Rights, whereby 1 (one) Preemptive Rights provides the right to its holder to purchase 1 (one) newly issued Common Share with a price of Rp1,625 (one thousand six hundred twenty five Rupiah) per share.
Based on POJK No. 32/POJK.04/2015, in the event that the shareholders have Preemptive Rights in fractional form, the right to the fractional shares shall be sold by the Company and the proceeds shall be incorporated into the Company s account. The bookings that are entitled to purchase new shares are the legitimate Preemptive Rights holders, i.e. Shareholders who obtain Preemptive Rights from the Company and have not sold the Preemptive Rights as well as the Preemptive Rights buyers whose names are listed on Preemptive Rights Certificate, or in the endorsement column of the Preemptive Rights Certificate, or Preemptive Rights holders whose names are listed on KSEI Collective Custody. Bookings may consist of individuals, Indonesian citizens and/or foreigners and/or institutions and/or legal/business entities from both Indonesia or other countries, as stipulated in the Capital Market Regulations and their Implementing Rules. To expedite the entitled shareholder registration schedule, the shareholders holding the Company s shares in the form of scrip that will exercise their right to acquire Preemptive Rights and have not registered their share ownership are advised to register their Collective Share Certificates for registration before the registration deadline of the Company s Shareholder Register, i.e. before 14 May 2018. 2. Rights Issue Proof Certificates Distribution For Shareholders whose shares are in KSEI Collective Custody system, Preemptive Rights will be distributed electronically into a securities account in KSEI through the Securities Account of each Exchange Member and/or Custodian Bank in KSEI no later than 1 (one) Trading Day after the recording date of Shareholder Register of entitled Preemptive Rights holders, i.e. 15 May 2018. Final prospectus, Additional Purchase Shares Booking Forms ( Additional PSBF ), and other forms are available and may be obtained by shareholders at the Share Registrar, with the following address: PT Sinartama Gunita Share Registrar Plaza BII Menara I Lantai 9 Jl. MH. Thamrin No.51 Jakarta - 10350 Telephone (62-021) 392 2332 Facsimile (62-021) 392 3003 by presenting their proof of identity on behalf of the registered shareholders of each Exchange Member or Custodian Bank. For shareholders whose shares are not included in KSEI Collective Custody, the Company will issue the Rights Issue Proof Certificate on behalf of shareholders, which may be collected by the entitled or authorized shareholder in Share Registrar every working day and working hours starting on 15 May 2018 by showing: a. Copy of valid identity (for individual shareholders) and copy of Articles of Association (for shareholders of legal entities/institutions). Shareholders also shall show the original documents of such copies. b. Original Power of Attorney (if authorized) with stamp duty of Rp6,000 (six thousand Rupiah) with copy of other valid identity for both the principal and the proxy (original identity of the principal and the proxy shall be shown). 3. Preemptive Rights Exercise Registration A. Preemptive Rights Exercise Procedures for Rights in Collective Custody 1. Preemptive Rights holders shall give the Preemptive Rights exercise instruction to an Exchange Member or Custodian Bank and pay the Preemptive Rights Exercise price via transfer to an account specifically designated by KSEI; 2. On the same Trading Day as the date of issuance of Preemptive Rights Exercise instruction by the Exchange Member or Custodian Bank to KSEI: a. KSEI shall debit the Preemptive Rights from each sub-account of Preemptive Rights holders that have given the Preemptive Rights exercise instruction, into KSEI s account using the C-BEST facility; b. As soon as the Preemptive Rights Exercise Price has been received in the bank s account as designated by KSEI, KSEI will perform the fund overbooking of Preemptive Rights Exercise Price
from the bank appointed by KSEI to the bank account that designated by the Company on the same day. 3. Within 1 (one) Trading Day after KSEI has received the Preemptive Rights Exercise instructions, KSEI shall submit to Share Registrar the following documents: a. List of details of Preemptive Rights Exercise instructions received by KSEI, including details of the Rights holders data (identity number, name, address, citizenship status, and domicile) exercising the Rights. b. Proofs or receipts of fund overbooking of Exercise Price of Preemptive Rights carried out by KSEI, from the bank account designated by KSEI to the bank account designated by the Company; c. Instructions to acquire a number of new shares resulting from the exercise of Preemptive Rights into a special account provided by KSEI. 4. As soon as the Share Registrar receives KSEI documents as mentioned on point A.3 above, the Share Registrar shall inspect the supporting documents from Preemptive Rights Exercise instructions, receipts of fund overbooking of Preemptive Exercise Price into a special account based on data in the special bank account, as well as instruction to deposit the specified amount of new shares resulting from the Preemptive Rights exercise. At the latest 2 (two) Trading Days after the application of the Preemptive Rights exercise is received from KSEI and the Preemptive Rights Exercise Price is paid in full (in good funds) in the special bank account, the Share Registrar will issue/deposit the specified amount of new shares resulting from the exercise of Preemptive Rights exercise into the special account prepared by KSEI, and KSEI will directly distribute the new shares from the Preemptive Rights exercise using the C-BEST facility. Furthermore, after distributing the new shares from the exercise of Preemptive Rights, KSEI will provide reports of new shares distribution result from the Preemptive Rights exercise to the Company and the Share Registrar. B. Preemptive Rights Exercise Procedures for Rights not in Collective Custody 1. Registration of the Preemptive Rights exercise is conducted at the Share Registrar s head office. 2. Preemptive Rights holders who are not in Collective Custody who will carry out the Preemptive Rights exercises shall pay the Preemptive Rights Exercise Price to a special bank account and submit the following documents: a. Original Preemptive Rights Proof Certificate which has been signed and filled completely; b. Original proof of payment of Preemptive Rights Exercise Price; c. Copy of valid identity of Preemptive Rights holders (individual) who will carry out Preemptive Rights exercise (ID Card/Passport/Temporary Stay Permit Card), or copy of Articles of Association and attachment to of the latest composition of the Board of Directors/officials of Preemptive Rights holders (institution/legal entity) who will carry out the Preemptive Rights exercise; d. Original power of attorney, if the Preemptive Rights Exercise is performed by the holders of the Preemptive Rights through their authorization, and a copy of the valid identity of the principal and the proxy (ID Card/Passport/Temporary Stay Permit Card) is attached; e. In the event that the Preemptive Rights holders wish to have the the new shares from the Preemptive Rights exercise be included in Collective Custody, the application of the Preemptive Rights exercise to the Share Registrar must be submitted through a designated Exchange Member or Custodian Bank by submitting the following additional documents: i. Original power of attorney from Preemptive Rights holders to Exchange Members or Custodian Banks to apply for the Preemptive Rights exercise to manage the New Shares resulting from the Preemptive Rights exercise in KSEI Collective Custody on behalf of the principal s name; ii. Original form of securities deposit issued by KSEI, completely filled and signed. 3. The Share Registrar shall inspect the supporting documents for the Preemptive Rights Exercise as referred to on point B.2. 4. At the latest 2 (two) Trading Days after the request for the Preemptive Rights exercise received by the Share Registrar and the Preemptive Rights Exercise Price has been fully paid (in good funds) into the bank account appointed by the Company, the Share Registrar shall issue the specified amount of new shares from Preemptive Rights exercise in the form of Share Collective Letter, should the Rights Issue Proof Certificate holder wish not to include their new shares from the Preemptive Rights exercise in Collective Custody. 4. New Share Bookings The Shareholders whose Preemptive Rights are not sold or the latest Preemptive Rights buyers/holders whose names are listed in the Rights Issue Proof Certificate or Preemptive Rights holders in KSEI Collective Custody may book additional shares in excess of their respective rights by filling out an additional share purchase and/or Additional
PSBF and submitting the douments to the Share Registrar at the latest on the last day of the Preemptive Rights exercise period, i.e. 22 May 2018. Holders of Preemptive Rights in the form of scrip/rights Issue Proof Certificate who wish that the shares according to the quota be registered in electronic form must apply to the Share Registrar through an Exchange Member or Custodian Bank, by submitting the following documents: a. Original Additional PSBF which has been filled correctly and completely; b. Original Power of Attorney from Preemptive Rights holders to the Exchange Member or Custodian Bank to apply for the additional share purchase booking and to manage the securities of shares from allotment in KSEI Collective Custody and other authorization which may be granted related to the additional share purchase bookings on behalf of the principal; c. Copy of valid ID Card/Passport/Temporary Stay Permit Card (for individuals) or copy of Articles of Association and attachment of composition of Board of Directors/officials (for institutions/legal entities); d. Original proof of payment through transfer/overbooking/giro/check/cash to the Company s account from the bank where the payment is made; e. Original Securities Deposit Form issued by KSEI which has been filled and signed completely for the purpose of share distribution from the exercise by the Share Registrar. Preemptive Rights holders in KSEI Collective Custody shall fill out and submit the Additonal PSBF which has been distributed by enclosing the following documents: a. Original settled exercise instruction through C-BEST in accordance with the name of such Preemptive Rights holders (in particular for holders of Preemptive Rights in KSEI Collective Custody that have exercised their rights through C-BEST system); b. Original form of securities deposit issued by KSEI which has been filled completely for Preemptive Rights Exercise Result Shares by the Share Registrar; c. Original proof of payment by transfer/overbooking/giro/check/cash to the Company s account from the bank where the payment is made. Holders of Preemptive Rights in the form of scrip/rights Issue Proof Certificate who wish that their allotted shares remain in physical scrip form shall apply to the Share Registrar by submitting the following documents: a. Original Additional PSBF that has been filled correctly and completely; b. Original authorized power of attorney (if applicable) with Rp6,000 (six thousand Rupiah) stamp duty attached with a copy of ID Card/passport/Temporary Stay Permit Card from the principal and the proxy; c. Copy of valid ID Card/Passport/Temporary Stay Permit Card (for individuals) or copy of Articles of Association and attachments of the Board of Directors/officials (for institution/legal entities); d. Original proof of payment by transfer/overbooking/giro/check/cash to the Company s account from the bank where the payment is made. Payment of such additional bookings may be executed and must be received in the Company s bank account at the latest on 24 May 2018 in good funds. Bookings that do not meet the booking conditions may be rejected. 5. Additional Share Bookings Allotment Allotment of additional share bookings will be made on 25 May 2018 with the following conditions: a. If the total number of booked shares, including the additional share bookings, does not exceed the total shares offered in this Rights Issue IV, thus all bookings of additional shares will be executed; b. If the total number of booked shares, including additional shares bookings, exceeds the total shares offered in this Rights Issue IV, thus on the buyers who make the additional shares booking the proportional allotment system will be applied based on the number of Preemptive Rights that have been exercised by each shareholder requesting additional share bookings; c. The number of shares to be allotted shall be the remaining shares which have not been taken by Preemptive Rights holders. The Allotment Manager will submit the audit report result from the Accountant to OJK regarding the fairness of the exercise and Preemptive Rights allotment in accordance with POJK No. 32/POJK.04/2015 and Bapepam and LK Regulation No. VIII.G.2 on the Audit Guidelines for Accountant on Bookings and Allotment of Securities or Bonus Shares Distribution, and Bapepam and LK Regulation No. IX.A.7 on the Allotment Management Responsibility in Bookings and Allotment of Securities in Public Offerings, at the latest 30 days after the allotment period ends. 6. Payment Terms for Rights Issue Proof Certificate Holders (Outside of KSEI Collective Custody) and Additional New Share Bookings
Payments for the share purchase bookings in Rights Issue IV where the booking applications are directly submitted to the Share Registrar shall be made fully in Rupiah, upon the time of booking, in cash or via check, bilyet, giro, and overbooking or transfer by listing the Rights Issue Proof Certificate or Additional PSBF Number and payment shall be made to the Company s account at: PT Bank Nusantara Parahyangan Tbk. Branch Office Juanda Bandung Under: BNP PUT IV Account Number: 888.0.808858-0 All checks and scrips will be disbursed immediately after received. In the event of disbursement, if check or scrip is rejected by the bank, such share purchase booking is cancelled automatically. If payment is made by check or overbooking or bilyet/giro, the payment date shall be calculated based on the date of the reception of check/overbooking/giro whose funds have been received in good funds in the account of the Company mentioned above. For additional share purchase bookings, payment shall be made on the day of booking and the payment must be received in good funds in the Company s account at the latest on 24 May 2018. All costs that may arise in this Rights Issue IV are to be borne by the buyer. Share bookings which do not meet the payment terms will be cancelled. 7. Share Purchase Bookings Receipt The Company through the appointed Share Registrar that receives the share purchase booking applications will submit the share booking receipt which has been stamped and signed as a proof at the time of collecting the shares and the refund for the non-fulfilled bookings. For holders of Preemptive Rights in KSEI Collective Custody, confirmation will be sent upon request of the Preemptive Rights exercise from C-BEST through the Account Holder. 8. Cancellation of Share Bookings The Company has the right to cancel the booking of new shares, all or in part, taking into account the applicable terms. The notification of share booking cancellation will be announced at the same time with the announcement of share booking allotment. Circumstances which may result in the cancellation of share bookings are as follows: a. The completion of Rights Issue Proof Certificate or Additional PSBF is not in accordance with the guidelines/terms of shared offered in Rights Issue IV as stated in the Rights Issue Proof Certificate and Prospectus; b. Payment terms are not fulfilled; and c. Requirements regarding the application documents completeness are not fulfilled. 9. Booking Refund In the event of non-fulfillment of part or all of the share bookings which are greater than the rights or in the event of share booking cancellation, the refund will be made at the latest in 2 (two) business days after the allotment date, i.e. on 28 May 2018. The refund carried out by the Company until 28 May 2018 will not carry any interest. In the event of any delay in refunds by the Company, the amount to be refunded will include interest by taking into account the average Rupiah giro service interest rate of SOE Banks, calculated from 28 May 2018 until the date on which the fund is returned with the term that the number of days in 1 (one) month is 30 days. If the delay is due to the buyer s failure to collect the refund within the specified time, the Company shall not pay the interest owing to the delay. The booking refund is made in Rupiah through overbooking to the buyer s account. The Company will transfer the funds directly to the buyer s account so that the buyer will not be charged overbooking fee. 10. Submission of Preemptive Rights Exercise Proceeds and Credit to Securities Account Shares of the Preemptive Rights exercise proceeds for the buyers who exercise their Preemptive Rights in accordance with their rights through KSEI will be credited to the securities account within 2 (two) business days after the Preemptive Rights exercise application is received from KSEI and the payment funds are received in the Company s account.
Shares of the Preemptive Rights exercise proceeds in the form of scrip which exercises the Preemptive Rights in accordance with their rights shall obtain Collective Share Certificate or shares in the form of scrip at the latest within 2 (two) business days after the applications of Preemptive Rights exercise has been received from KSEI and payment fund has been received in the Company s account. Shares of the Preemptive Rights exercise proceeds in the form of a document which exercise the Rights in accordance with their rights shall obtain Collective Share Certificate or shares in the form of a document at the latest in 2 (two) business days after the application has been received by Share Registrar and the payment fund has been received by the Company. The Collective Share Certificate of allotment shares from the additional share booking will be available or will be distributed in electronic form in KSEI Collective Custody at the latest in 2 (two) trading days after the allotment date. New Collective Share Certificate from the Preemptive Rights exercise may be collected on any working day (Monday Friday, 09.00 15.00 Western Indonesia Time) starting from 18 May 2018. Meanwhile, the Collective Share Certificate from additional shares allotment proceeds can be collected starting from 28 May 2018. The collection is taking place at Share Registrar s office, by submitting the following documents: a. Original and valid ID Card/Passport/Temporary Stay Permit Card (for individuals); b. Copy of Articles of Associations (for institutions/legal entities) and the composition of the Board of Directors/Board of Commissioners; c. Or the sitting officials; d. Original document of power of attorney (for institutions/legal entities or individuals granted with the authority) with Rp6,000 (six thousand Rupiah) stamp duty and copy of valid ID Card/Passport/Temporary Stay Permit Card of the principal and the proxy; e. Original share bookings receipt. 11. Allocation for the Non-Exercised Preemptive Rights In the event that the shares offered in Rights Issue IV are not entirely collected by the public Rights Issue Proof Certificate holders, the remaining shares will be allocated to other public shareholders who place the bookings in excess of their rights as stated in Rights Issue Proof Certificate or booking forms and Additonal Share Purchase proportionally based on the exercised Preemptive Rights. If after the allocation there are some shares remaining on offer, in accordance with the provisions in the Deed of Remaining Share Purchase Agreement in the Rights Issue IV of the Company No. 30 dated 13 April 2018 made before Kirana Ivyminerva Wilamarta, SH, LLM Notary in Jakarta, ACOM has firmly stated its ability to take all remaining shares which are the rights of the other shareholders of the Company s, if its not taken by shareholders ( Remaining Shares ) in Rights Issue IV at the Exercise Price of Rp1,625 (one thousand six hundred twenty five Rupiah) per share. 12. Rights Issue Proof Certificate Registration The registration can be carried out personally/with authorization by submitting the documents at: PT Sinartama Gunita By showing: a. Original Rights Issue Proof Certificate which has been filled and signed completely; b. Original proof of payment from the bank in the form of transfer payment receipt of giro/check/cash from the bank; c. Copy of valid ID Card/Driving License/Passport (for individuals), copy of Articles of Association (for Institutions/Legal Entities); d. Power of attorney (if authorized) with stamp duty of Rp6,000 (six thousand Rupiah) completed with copy of ID Card of the principal and the proxy. For foreigners, in addition to clearly and completely stating the name and address of the principal, they must also include the valid name and address based on the legal country of origin of the principal clearly and completely (the original copy of identity of the principal and the proxy must be provided). Registration time: Date: 16 May 2018 22 May 2018 Time: 09.00 14.00 Western Indonesia Time
Original Additional Booking Form which has been filled and signed completely (if booking the additional shares) shall be submitted to Share Registrar at the latest on 21 May 2018. DISSEMINATION OF PROSPECTUS AND RIGHTS ISSUE PROOF CERTIFICATE The Prospectus, Rights Issue Proof Certificate, Additional Share Subscription Form, and Application for Rights Issue Proof Split can be directly obtained by the Shareholders of the Company starting from 15 May 2018, valid for the shareholders whose names are listed on the Company s Shareholder Register on 14 May 2018 at 16/15 Western Indonesian Time. The Shareholders of the Company that have not received these documents may obtain them at: PT Bank Nusantara Parahyangan Tbk. Corporate Secretary Jl. Ir.H. Juanda No. 95, Bandung 40132 Phone (62-022) 82560 100 Facsimile (62-022) 2514 580 PT Sinartama Gunita Share Registrar Plaza BII Menara I Lantai 9 Jl. MH. Thamrin No,51, Jakarta 10350 Phone (62-021) 3922332 Facsimile (62-021) 392 3003 Information on this Rights Issue IV has been published on 1 (one) newspaper in Indonesian language with national circulation, i.e. Neraca daily. In the event that by 16 May 2018 the Shareholders of the Company whose names are listed on the Shareholder Register on 14 May 2018 at 16.15 Western Indonesian Time have not yet obtained the Prospectus and have not contacted the Share Registrar, then all the risk of losses shall not be borne by the Share Registrar nor the Company, as it shall be borne by the Shareholders themselves.