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20260317_BMRI_Laporan Informasi dan Fakta Material_32054387_lamp3.pdf
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DISCLOSURE OF INFORMATION IN CONNECTION WITH
THE PLAN TO REPURCHASE SHARES (“BUYBACK”) AND
THE TRANSFER OF SHARES RESULTING FROM THE
BUYBACK
THIS DISCLOSURE OF INFORMATION IS MADE AND INTENDED IN ORDER TO COMPLY WITH THE REGULATION OF THE FINANCIAL SERVICES
AUTHORITY NO. IX. 29 OF 2023 REGARDING THE REPURCHASE OF SHARES ISSUED BY PUBLIC COMPANIES IN CONNECTION WITH THE BUYBACK
PLAN ISSUED BY THE COMPANY AND THE TRANSFER OF SHARES RESULTING FROM THE BUYBACK AND FINANCIAL SERVICES AUTHORITY
REGULATION NO. 31/POJK.04/2015 OF 2015 REGARDING DISCLOSURE OF INFORMATION OR MATERIAL FACTS BY ISSUERS OR SECURITIES
COMPANIES AND ITS AMENDMENTS. 31/POJK.04/2015 OF 2015 REGARDING DISCLOSURE OF INFORMATION OR MATERIAL FACTS BY ISSUERS
OR SECURITIES COMPANIES AND ITS AMENDMENTS
PT BANK MANDIRI (PERSERO) Tbk (“COMPANY”)
Business Activities:
Banking Services
Based in Jakarta, Indonesia
Head Office:
Jl. Jend. Sudirman Kav 54-55
Jakarta 12190
Ph 14000 (hunting) , +62-21 5299777
Email : cma@bankmandiri.co.id /
ir@bankmandiri.co.id
Website : www.bankmandiri.co.id
THIS INFORMATION DISCLOSURE IS IMPORTANT TO BE READ AND CONSIDERED BY THE COMPANY'S SHAREHOLDERS REGARDING THE
BUYBACK PLAN
IF YOU FIND IT DIFFICULT TO UNDERSTAND THE INFORMATION CONTAINED IN THIS DISCLOSURE, YOU SHOULD CONSULT WITH YOUR
SECURITIES BROKER, INVESTMENT MANAGER, LEGAL ADVISOR, PUBLIC ACCOUNTANT OR OTHER PROFESSIONAL ADVISOR
Jakarta, 17 March 2026
Board of Directors
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INFORMATION TO THE SHAREHOLDERS
PT Bank Mandiri (Persero) Tbk (the “Company”) has a plan to buyback the Company's shares that have been issued
and listed on the Indonesia Stock Exchange (the “Stock Exchange”) along with the plan to transfer the shares
resulting from the Buyback in accordance with the Financial Services Authority (“OJK”) Regulation Number 29 of
2023 concerning Buyback of Shares Issued by Public Companies (“POJK 29/2023”). The total value of the Buyback
is estimated at Rp1,170,000,000,000 (one trillion one hundred seventy billion Rupiah). The Buyback can be
conducted through the Stock Exchange or outside the Stock Exchange, either gradually or all at once, and
completed no later than 12 (twelve) months after the date of the General Meeting of Shareholders (“GMS”)
approving the Buyback. The Buyback implementation will take into account the Company's liquidity and
capitalization conditions, as well as the provisions of the prevailing laws and regulations. The Company will not
conduct Buyback if it will result in a reduction in the number of shares at a certain level which may significantly
reduce the liquidity of shares on the Stock Exchange.
ESTIMATED TIMELINE OF BUYBACK
1. GMS Announcement and Disclosure of Information regarding 17 March 2026
Buyback
2. GMS Approval regarding Buyback 29 April 2026
3. Estimated Buyback Period 30 April 2026 – 29 April 2027 or
within a maximum period of 12
(twelve) months after the date of
the GMS
ESTIMATED BUYBACK COST AND NOMINAL VALUE OF ALL BUYBACK SHARES
The Buyback cost is planned at a maximum of Rp1,170,000,000,000 (one trillion one hundred seventy billion
Rupiah) which will come from the Company's internal cash, including share repurchase costs, brokerage
commissions and other costs related to the Buyback.
In accordance with Article 2 paragraph (1) POJK 29/2023 in conjunction with Article 37 paragraph (1) of Law No. 40
of 2007 concerning Limited Liability Companies, the number of shares to be bought back will not exceed 10% (ten
percent) of the total paid-up capital.
EXPLANATION, CONSIDERATIONS, AND REASONS TO CARRY OUT BUYBACK
Through this Buyback program, the Company aims to strengthen confidence in the long-term value and prospects
of the Company. This step is taken as an effort to maintain harmony between market conditions and the Company's
fundamentals, as well as maintaining the trust of stakeholders in the Company's efforts to support sustainable
growth.
Furthermore, another purpose of the Buyback is the transfer of shares from the Buyback for the implementation of
a share ownership program for employees in order to encourage engagement on the sustainability of the Company's
performance improvement in the long term and/or a share ownership program for the Board of Directors and Board
of Commissioners which is carried out as an implementation of a long-term performance and risk-based
compensation policy guided by OJK Regulation No. 45/POJK.03/2015 concerning the Implementation of Governance
in Providing Remuneration for Commercial Banks and Regulation of the Minister of State-Owned Enterprises No.
PER-3/MBU/03/2023 concerning Organs and Human Resources of State-Owned Enterprises.
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ESTIMATED DECREASE IN COMPANY REVENUE DUE TO THE SHARES BUYBACK AND IMPACT ON COMPANY
FINANCING COSTS
Assuming that the Company uses free cash flow for the maximum Transaction Value of the Buyback
Rp1,170,000,000,000 (one trillion one hundred seventy billion Rupiah), including the necessary costs related to the
Buyback, assets and equity will decrease by a maximum of Rp1,170,000,000,000 (one trillion one hundred seventy
billion Rupiah). In relation to this transaction, the impact on the Company's operating costs is not material, so that
Profit and Loss is expected to remain in line with the Company's targets. Thus, the Company believes that the
Buyback will not have a material negative impact on the Company's business activities because the Company has
sufficient working capital and cash flow to finance the transaction in accordance with the Company's business
activities. The following is a table of Proforma Financial Statements After Buyback:
Indicator 2025 Impact* 2025
(After Buyback)
Total Asset 2,829,948 -1,167 2,828,781
Consolidated
(Rp M)
Total Equity 293,751 -1,167 292,584
Financial
Consolidated
Proforma
After (Rp M)
Buyback
Net Profit Consol. 56,294 - 56,294
(Rp M)
CAR Consolidated 20.43% -0.07pts 20.36%
(%)
ROE Consolidated 20.31% 0.01pts 20.31%
(%)
*impact does not include the cost of implementing the buyback
PROFORMA OF EARNINGS PER SHARE AFTER THE EXECUTION OF SHARE BUYBACK PLAN
Indicator 2025 Impact 2025
(After Buyback)
Proforma EPS Net Profit Consol. 56,294 - 56,294
After Buyback
(Rp M)
Earning per Share 603.15 0.13 603.36
(%)
SHARE PRICE RESTRICTIONS FOR BUYBACK
The Company will conduct Buyback in accordance with POJK 29/2023, namely:
1. If the Buyback is conducted through the Stock Exchange, the offer price for the Buyback must be equal to or
lower than the most recent transaction price.
2. Buyback will be carried out at a price that is considered good and reasonable.
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BUYBACK PERIOD LIMITATION
Buyback can be conducted up to 12 (twelve) months from the date of the GMS approving the Buyback which will
be held on April 29, 2025.
METHOD TO BE USED FOR BUYBACK
Buyback can be carried out in stages or in full, either through or outside the Stock Exchange. If the Buyback is
conducted through the Stock Exchange, the transaction-purchase shall be carried out through 1 (one) Stock
Exchange Member.
MANAGEMENT DISCUSSION AND ANALYSIS REGARDING THE IMPACT OF BUYBACK ON COMPANY'S
BUSINESS ACTIVITIES AND FUTURE GROWTH
1. Company's revenue is not expected to decrease as a result of the Buyback.
2. The Buyback does not have a significant impact on the Company's operations, but the Buyback is expected to
have a minimal impact on the Company's financing costs.
3. The Buyback is projected to increase employee engagement towards the sustainability of the Company's
performance improvement in the long term through the Buyback program transfer plan in the form of the
implementation of a share ownership program.
4. The Buyback will reduce the Company's Assets and Equity by the Buyback amount. If the Company uses the
entire budget reserved for the Buyback to the maximum amount, the total Assets and Equity will decrease by
a maximum of Rp1,170,000,000,000 (one trillion one hundred seventy billion Rupiah).
5. The Company believes that the implementation of the Buyback will not have a material negative impact on the
business activities and growth of the Company, because the Company currently has sufficient capital and cash
flow to conduct and finance all business activities, business development activities, operational activities and
Buyback.
SOURCE OF FUNDS FOR THE BUYBACK IMPLEMENTATION
The source of funds for the Buyback comes from the optimization of the Company's cash. This source of funds
complies with the provisions of POJK 29/2023, namely:
a. It does not significantly impact the Company's financial ability to meet its mature obligations;
b. It is sourced from the Company's internal funds;
c. It does not originate from public offering proceeds; and
d. It does not come from loans and/or debt in any form.
PROPOSED TRANSFER OF SHARES RESULTING FROM BUYBACK
1. Date of Approval of the General Meeting of Shareholders for the Buyback and Transfer of Buyback Proceeds
29 April 2026
2. Buyback Implementation Period
The implementation of the share buyback must be completed no later than 12 (twelve) months after the date
of the GMS that approved the Buyback.
3. Source of repurchased shares to be transferred
Repurchased shares that have been repurchased during the repurchase period.
4. Number of Shares to be transferred back
In accordance with the actual number of shares repurchased.
5. Transfer Purpose, Requirements, and Lock-Up Terms
The repurchased shares will be transferred through the Share Ownership Program with the following details:
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Description Employee Share Ownership Board of Directors and Board of
Program Commissioners Share Ownership
Program
Program Recipient Requirements Given selectively to workers who Awarded to all Non-Independent
meet certain criteria, including Directors and Commissioners who
permanent workers who are Top meet the criteria and based on the
Talent and Value Creators as Company's performance.
determined by the Board of
Directors of the Company.
Lock Up Period Provisions Lock up of shares may be carried Lock up of shares may be carried
out in accordance with the Share out in accordance with the Share
Ownership Program, with due Ownership Program, with due
observance of the laws and observance of the laws and
regulations. regulations.
6. Time Limit for Share Transfer
The Company must transfer the shares resulting from Buyback within three (3) years after the completion of
the Buyback, with the possibility of an extension in accordance with the provisions of POJK 29/2023.
7. Proposed Implementation Period
The period of granting shares from the Buyback to employees and/or directors and board of commissioners in
the framework of the implementation of the Employee Share Ownership Program and/or the Share Ownership
Program for Directors and Board of Commissioners is a maximum of 3 (three) years after the completion of the
Buyback.
8. Implementation Price or Calculation Method
The method of calculating the exercise price used for the Share Ownership Program is fair value based on the
share price on the grant date.
9. Amount or Rate of Payment
The Company may charge a certain amount of payment in accordance with the applicable provisions of the
Company.
10. Structure Proforma Before and After the Implementation Period
11.
Indicator 2025 Impact 2025 Impact After the Transfer of
Buyback Shares
(Before (After
Buyback) Buyback)
Total Equity 293,751 -1,167 292,584 - 292,584
(consolidated)
(Rp M)
11. Buyback Realization
Buyback has not been realized.
OTHER INFORMATION
Treasury shares do not carry voting rights, are not considered in determining the quorum at the GMS, and are not
entitled to dividends.
Referring to Article 43 of POJK 29/2023, the following parties are prohibited from trading the Company's shares on
the same day as the Buyback or sale of shares resulting from Buyback conducted by the Company through the Stock
Exchange: (a) Members of the board of commissioners, members of the board of directors, employees, and the
Company's principal shareholders; (b) Individuals who, due to their position, profession, or business relationship
with the Company, have access to insider information; or (c) Parties who, within the past six (6) months, were
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previously classified under points (a) or (b), It is prohibited to conduct transactions on the Company's shares on the
same day as a buyback or sale of shares resulting from a buyback conducted by the Company through the Stock
Exchange.
ADDITIONAL INFORMATION
To the shareholders of the Company who require more detailed information regarding this Disclosure of
Information, please contact us on any day and working hours of the Company at:
PT BANK MANDIRI (PERSERO) Tbk
Head Office:
Jl. Jend. Sudirman Kav 54-55
Jakarta 12190
Ph 14000 (hunting), +62-21 5299777
Email : cma@bankmandiri.co.id/ir@bankmandiri.co.id
Website : www.bankmandiri.co.id
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FINANCIAL SERVICES AUTHORITY
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Indonesia Stock Exchange
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Minister of State-Owned Enterprises No. PER-
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