20260206_BUKA_Laporan Informasi dan Fakta Material_32025315_lamp2.pdf

                          INFORMATION TO SHAREHOLDERS

PT BUKALAPAK.COM Tbk (the "Company") has completed the buyback of its shares in
accordance with the prevailing laws and regulations. The last share buyback was carried out
from October 30, 2025, to January 29, 2026, based on the Disclosure of Information to
Shareholders in Connection with the Company’s Share Buyback Plan Under Significantly
Fluctuating Market Conditions dated October 23, 2025 (“October 23, 2025 Disclosure of
Information”).

Furthermore, considering that there remains unused funding for the share buyback in the
amount of IDR 280,993,812,026 (two hundred eighty billion nine hundred ninety-three million
eight hundred twelve thousand twenty-six Rupiah), and that the buyback has not yet
exceeded the maximum threshold as stipulated under Article 8 of the Financial Services
Authority (“OJK”) Regulation No. 13 of 2023 concerning Policies to Maintain Capital Market
Performance Under Significantly Fluctuating Market Conditions (“OJK Regulation 13/2023”),
the Company plans to conduct another buyback of its issued shares listed on PT Bursa Efek
Indonesia (the “Stock Exchange”) in accordance with OJK Regulation 13/2023, OJK
Regulation No. 29 of 2023 concerning Share Buybacks by Public Companies (“OJK
Regulation 29/2023”), and OJK Letter No. S-102/D.04/2025 dated September 17, 2025,
regarding the Policy on the Implementation of Share Buybacks by Public Companies Under
Significantly Fluctuating Market Conditions (“OJK Letter No. S-102/2025”).

The total value of the proposed share buyback is estimated at a maximum of IDR
280,993,812,026 (two hundred eighty billion nine hundred ninety-three million eight hundred
twelve thousand twenty-six Rupiah), which constitutes the remaining portion of the buyback
funds previously allocated under the October 23, 2025 Disclosure of Information. The share
buyback will be conducted either through the Stock Exchange or outside of the Stock
Exchange, either in stages or in one transaction, and shall be completed no later than three
(3) months from February 9, 2026, through May 8, 2026.

In accordance with Article 7 of POJK 13/2023 and OJK Letter No. S-102/2025, the Company
may conduct Share Buyback without obtaining prior approval from the Company's General
Meeting of Shareholders (GMS).


       ESTIMATED TIME SCHEDULE FOR SHARE BUYBACK IMPLEMENTATION


 No    Description                                      Time Schedule
 1     Submission of Information Disclosure through the February 6, 2026
       Stock Exchange website and the Company's website
 2     Estimated schedule of Share Buyback period            February 9, 2026 - May 8,
                                                             2026

   THE NUMBER OF SHARE BUYBACK AND THE APPROXIMATE TOTAL NOMINAL
              VALUE OF ALL SHARES IN THE SHARE BUYBACK

The cost of the Share Buyback is planned to be up to IDR 280,993,812,026 (two hundred
eighty billion nine hundred ninety-three million eight hundred twelve thousand twenty-six
Rupiah), which represents the remaining portion of the funds previously allocated for the
share buyback as disclosed in the October 23, 2025 Disclosure of Information, inclusive of
transaction costs (including brokerage fees and other related expenses) in connection with
the Share Buyback.
In conducting the Share Buyback, the Company will continue to pay attention to the maximum
limits permitted in the implementation of share buybacks as stipulated in Article 8 POJK
13/2023 and Article 14 POJK 29/2023 and the number of outstanding shares that must be
fulfilled by the Company in accordance with the provisions of the applicable laws and
regulations.

         EXPLANATION, CONSIDERATION, AND REVIEW OF SHARE BUYBACK

The Company is committed to maintaining confidence in the value of long-term growth. This
step is taken to maintain stability between the Company's fundamentals and fluctuations in
current market conditions, and the level of trust of stakeholders can be maintained in
supporting the Company's efforts to realize sustainable growth. Thus, by conducting a Share
Buyback, the Company aims to demonstrate confidence in its intrinsic value, optimize its
capital structure, and strengthen its ability to provide sustainable growth value to
shareholders.
The implementation of the Share Buyback indicates that the Company has sufficient liquidity
to purchase shares without disrupting its financial, operational or other investment conditions,
indicating that the Company is in a sound financial condition.

    THE EXPECTED DECLINE IN THE COMPANY'S REVENUE AS A RESULT OF THE
     SHARE BUYBACK AND THE IMPACT ON THE COMPANY'S FINANCING COSTS

According to the Company's analysis, the implementation of the Share Buyback will not have
a material negative impact on the Company's operational performance and income, because
the Company currently has sufficient capital and cash flow to conduct the Share Buyback.


    THE COMPANY'S EARNINGS PER SHARE PERFORMANCE AFTER THE SHARE
                     BUYBACK PLAN IS IMPLEMENTED


           Pro Forma Financial Statement Period ending September 30, 2025

      Indicator                 2025                    Impact            After 2026 Fourth
                             (Unaudited)                                   Phase Buyback
                                                                             (Proforma)

Consolidated Total                    26,142                     (603)                 25,540
Assets (Rp M)

Consolidated Total                  25,290                   (603)                24,687
Equity (Rp M)

Consolidated Net                      2,908                       -                 2,908
Loss (Rp M)

Net Gain per Share                     30.8                    4.5                    35.2



     SHARE PRICE RESTRICTIONS FOR SHARE BUYBACK PLANS IMPLEMENTED

The Company will conduct Share Buyback at a price that is considered good and reasonable
by the Company's management with due regard to the provisions of POJK 29/2023.

                          LIMITATION OF SHARE BUYBACK PERIOD

Share Buyback shall be done within a maximum period of 3 (three) months after this
Information Disclosure, starting from February 9, 2026 to May 8, 2026.

                         METHOD TO BE USED FOR SHARE BUYBACK

1.​ Share Buyback can be done in stages or all at once, either through or outside the Stock
    Exchange.
2.​ In the event that the buyback of shares is conducted through the Stock Exchange, the
    Company will appoint 1 (one) broker to conduct the buyback of shares.
3.​ Any party that is:
    (a)​ commissioners, directors, employees and major shareholders of the Company;
    (b)​ an individual who because of his position or profession or because of his business
         relationship with the Company allows him to obtain inside information; or
    (c)​ parties who within the last 6 (six) months are no longer a party as referred to in
         letters (a) and (b),
    prohibited from conducting transactions on the Company's shares within the period of
    Share Buyback of the Company or on the same day as the sale of shares resulting from
    the Share Buyback conducted by the Company through the Stock Exchange.

MANAGEMENT'S DISCUSSION AND ANALYSIS ON THE EFFECT OF SHARE BUYBACK
     ON BUSINESS ACTIVITIES AND FUTURE GROWTH OF THE COMPANY

1.​ The Share Buyback is not expected to cause a decrease in the Company's revenue.
2.​ The Company believes that the implementation of the Buyback of Shares 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 Share
    Buyback.

3. The implementation of Share Buyback is expected to provide flexibility to achieve an
    efficient capital structure and reflect the Company's performance through the Company's
    share price.

                   SOURCE OF FUNDS USED FOR SHARE BUYBACK

The source of funds to be used for the Share Buyback comes from the optimization of the
Company's internal cash. This source of funding has fulfilled the provisions of POJK 29/2023,
namely:
   a.​ does not significantly affect the Company's financial ability to fulfill its maturing
       obligations;
   b.​ using the Company's internal funds;
   c.​ are not IPO proceeds; and
   d.​ not funds derived from loans and/or debt in any form.


                   SHARE TRANSFER PLAN FROM SHARE BUYBACK

After the end of the Share Buyback period, the Company may transfer the shares resulting
from the Share Buyback subject to the provisions of POJK 29/2023.

                               ADDITIONAL INFORMATION

To the shareholders of the Company who require more detailed information regarding this
Information Disclosure, please contact us on any day and working hours of the Company at:


                                PT BUKALAPAK.COM TBK

                                        Head Office
                                  Treasury Tower 65th Floor
                                       District 8 SCBD
                              Jl. Jendral Sudirman Kav. 52-53
                             South Jakarta, DKI Jakarta 12440
                                  Phone: +62 21 50982008

                             Email: corsec@bukalapak.com
                                     ir@bukalapak.com
                          Website: https://about.bukalapak.com/id/