20240305_BNGA_Laporan Informasi dan Fakta Material_31593185_lamp2.pdf

I.   DISCLOSURE OF INFORMATION REGARDING THE COMPANY'S SHARE BUYBACK PLAN

A.   ESTIMATED SCHEDULE, ESTIMATED PRICE OF SHARE BUYBACK, AND ESTIMATED AMOUNT OF NOMINAL
     VALUE OF SHARE BUYBACK

     The Share Buyback will be conducted within the maximum period of 12 (twelve) months since the Share
     Buyback has been approved by the AGMS.

     The estimated fee needed for the Share Buyback is in the maximum of Rp500,000,000 (five hundred million
     Rupiah) whereas such fee includes the commission of the stockbroker and other related fees.
     The fee will be used to buyback the shares of the Company at a maximum amount of 202,000 (two hundred
     two thousand) shares which has been fully issued and subscribed.
B.   DESCRIPTION, CONSIDERATION, AND REASON TO CONDUCT THE SHARE BUYBACK

     In line with the Company’s objective to improve its performance in the midst of fierce competition in the
     banking industry in Indonesia, it was felt necessary to establish a variable remuneration program in the form
     of shares for members of Company’s management which categorized as Material Risk Taker (“MRT”) as
     stipulated in the OJK Regulation No. 45/POJK.03/2015 regarding Implementation of Governance for
     Commercial Banks in the Provision of Remuneration (“OJK Regulation No. 45/2015”), in order to maintain the
     health of the bank individually and mitigate any excessive risk taking in the decision making by the Company’s
     management which categorized as MRT.
     The variable remuneration program in the form of shares includes the participant eligibility criteria with regard
     to the duties and responsibilities which impact significantly to the performance of the Company and will be
     conducted for the maximum period of 3 (three) years since the completion of share buyback.


C.   ESTIMATED DECREASE OF THE COMPANY’S REVENUE AS A RESULT OF SHARE BUYBACK AND THE IMPACT
     OF THE COMPANY’S FINANCING FEE

     The Company believes that the implementation of the Company’s share buyback transaction will not render
     any material adverse effect on the business activities of the Company given the Company has sufficient
     working capital and cash flow to finance the transaction in accordance with the Company’s business activities.


D.   PROFORMA OF EARNINGS PER-SHARE OF THE COMPANY AFTER THE EXECUTION OF SHARE BUYBACK PLAN
     WITHIN THE CONSIDERATION OF DECREASING REVENUE

     The Company’s recorded net profit per share is in the amount of Rp 259.45 (two hundred fifty-nine point forty-
     five Rupiah), while proforma net income per share after the share buyback is Rp 259.45 (two hundred fifty-
     nine point forty-five Rupiah).
                                               As of 31 December 2023 (in million Rupiah, unless provided otherwise)
                   Description
                                                  Before Buyback                Effect             After Buyback
       Amount of Asset                                      334,369,233                (500)               334,368,733
       Net Profit of Main Equity Owner                        6,474,195                    -                 6,474,195
       Equity                                                49,192,544                (500)                49,192,044
       Amount of Shares Circulated                       25,131,606,843                    -            25,131,606,843
       (full amount)
       Amount of Treasury Shares                            107,167,682           202,000                 107,369,682
       (full amount)
       Net profit per Share (Rupiah)                            259.45                   -                    259.45
       Return on Asset (ROA)                                     2.59%                   -                     2.59%
       Return on Equity (ROE)                                   15.02%                   -                    15.02%
       Capital Adequacy Ratio (CAR)                             24.02%                   -                    24.02%

     From the table above, it could be seen that the share buyback has no significant impact to either ROA or ROE.




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E.    LIMITATION OF SHARES PRICE OF THE SHARE BUYBACK

      The Company will conduct the share buyback in accordance with the OJK Regulation No. 29/2023 as follow:
      1. In the event that the share buyback is conducted through the IDX, the offering price of share buyback shall
         be less or equal with the transaction price which has previously occurred; and
      2. In the event that the Share Buyback is conducted outside the IDX and considering the Company’s shares
         are listed and traded on the IDX, the price of the Company’s Share Buyback is in the maximum amount of
         the average price of the closing price of daily trading on the IDX within.

F.    LIMITATION OF THE SHARE BUYBACK PERIOD

      The share buyback shall be planned and completed no later than 12 (twelve) months since the date of the
      AGMS approval.


G.    METHOD WHICH WILL BE USED FOR SHARE BUYBACK

      In accordance with the OJK Regulation No. 29/2023, the Company will purchase the shares either in the IDX
      or outside the IDX.

H.    MANAGEMENT DISCUSSION AND ANALYSIS ON THE EFFECT OF SHARE BUYBACK ON BUSINESS AND
      GROWTH OF THE PUBLICLY LISTED COMPANY IN THE FUTURE

      The Company believes that the Shares Buyback execution will not affect the Company’s business activities
      and operations. This is because the Company has a Capital Adequacy Ratio (CAR) which is in accordance with
      the prevailing regulations.

I.    THE SOURCE OF FUNDS THAT WILL BE USED FOR THE SHARE BUYBACK IMPLEMENTATION

      The Company ensures that the source of funds that will be used to carry out the share buyback will be entirely
      internal funds from the Company, are not funds from a public offering, and are not funds originating from
      loans and/or debt in any form, and do not significantly affect the Company's financial ability to meet its
      requirements. obligations that will mature.

II.   DISCLOSURE OF INFORMATION REGARDING SHARE TRANSFER PLANS RESULTING FROM SHARES BUYBACK
      (ACCORDING TO THE PROVISIONS OF ARTICLE 21 LETTER C IN CONJUCTION WITH ARTICLE 25 LETTER E OF
      OJK REGULATION NO. 29/2023)

A.    BACKGROUND OF THE SHARES BUYBACK THAT WILL BE TRANSFERRED

        1. The AGMS approval date on the share        :   3 April 2024
           buyback
        2. Period for implementing share buybacks     :   The implementation of share buyback is planned no later than 12
                                                          (twelve) months from the date of AGMS approval
        3. Realization of share buyback               :   The realization of the Share Buyback will be carried out according
                                                          to the Share Buyback implementation period
        4. Source of shares resulting from the        :   The source of the shares resulting from the buyback which will be
           buyback to be transferred                      transferred to provide variable remuneration comes from the
                                                          share buyback
        5. Deadline for transfer the buyback shares   :   No later than 3 (three) years since the completion of share
                                                          buyback
        6. Number of shares to be transferred         :   202,000 (two hundred two thousand) shares or the maximum
                                                          number of shares resulting from the buyback

B.    PURPOSE OF SHARE TRANSFER

      The process of transferring shares resulting from the share buyback is planned to be implemented through a
      variable remuneration program in the form of shares to Company Management including the MRT as
      stipulated in OJK Regulation No. 45/2015. This is in line with the Company's aim to improve its performance

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       amidst intense competition in the banking industry in Indonesia, to maintain the health of individual banks,
       including to mitigate excessive risk taking in decision making by Company Management, including the MRT.


 C.     REQUIREMENTS FOR EMPLOYEES, DIRECTORS AND/OR COMMISSIONERS AS PARTIES ENTITLED TO RECEIVE
        SHARES

       Referring to the Company's internal policy regarding Risk Based Remuneration System, and also referring to
       OJK Regulation No. 45/2015, the Company provides variable remuneration in the form of shares to MRT. In
       this case, the Company does not provide variable remuneration to the Board of Commissioners to avoid
       conflicts of interest and considering that members of the Board of Commissioners is not part of the MRT.


D.      PLAN PERIOD FOR THE IMPLEMENTATION (EXERCISE)

       Providing variable remuneration to members of the Management who include as the risk taker category
       (Material Risk Takers/MRT) in the form of shares for a maximum of 3 (three) years.


 E.     EXERCISE PRICE OR METHODS FOR CALCULATION OF THE EXERCISE PRICE OF SHARES

       The exercise price is in accordance with the share buyback price.


 F.     AMOUNT OF PAYMENTS BY THE COMPANY'S EMPLOYEES, DIRECTORS AND/OR COMMISSIONERS

       There is no amount of payments made by employees and/or members of the Board of Directors.


G.      PROFORMA OF CAPITAL STRUCTURE BEFORE AND AFTER THE EXERCISE PERIOD

                                     As of 31 December 2023 (in million Rupiah, unless provided otherwise)
          Description
                         Before Buyback        Effect         After Buyback              Effect     After Shares Transfer
          Equity               49,192,544          (500)                49,192,044               -            49,192,044

H.      LOCK UP PROVISIONS (IF THERE ARE LOCK UP PROVISIONS)


       There is no Lock Up for the transfer of shares resulting from share buybacks.


                                           ADDITIONAL INFORMATION

To obtain additional information in connection with the Transaction, the Company's Shareholders may submit it to the
Company's Corporate Secretary, every day and during working hours of the Company at the address below:

                                              PT Bank CIMB Niaga Tbk
                                                Graha CIMB Niaga
                                           Jl. Jend. Sudirman Kav. 58
                                         South Jakarta 12190, Indonesia
                                            Phone. +6221 – 250 5252
                                  Email: corporate.secretary@cimbniaga.co.id
                                         Website: www.cimbniaga.co.id


            Thus, this Disclosure of Information is made to comply with applicable regulatory provisions.


                                             Jakarta, 5 March 2024
                                       Board of Directors of the Company

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