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20250509_BBMD_Laporan Informasi dan Fakta Material_31884833_lamp3.pdf

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Page 1
                                DISCLOSURE OF INFORMATION
       In order to comply with the provisions in the Financial Services Authority Regulation No.29 /
     POJK.04 / 2023 in connection with the Company's plan to repurchase Company shares related to
                               the granting of Variable Remuneration to the
                    Directors, Board of Commissioners and Material Risk Takers (MRT)




                                     PT Bank Mestika Dharma, Tbk.
                                              (Company)

                                                Head Office
                                   Jl. H. Zainul Arifin No. 118, Medan
                               Phone: +6261 4525800 Fax: +6261 4527324
                                   Email: corsec@bankmestika.co.id
                                  Homepage: www.bankmestika.co.id
                                            Mestikacall: 14083


   INFORMATION TO SHAREHOLDERS IN CONNECTION WITH THE COMPANY'S PLAN TO
REPURCHASE COMPANY’S SHARES TO PROVIDE VARIABLES REMUNERATION FOR THE BOARD
  OF DIRECTORS, THE BOARD OF COMMISSIONERS AND MATERIALS OF RISK TAKERS (MRT)
 The Company plans to repurchase the Company's shares that have been issued and listed on the Indonesia
Stock Exchange which will be used for the implementation of Variable Remuneration for Directors, Board of
Commissioners (specifically for President Commissioners and Affiliated Commissioners) and Material Risk
Takers (MRT), with funds allocated as much as Rp 631.268.384,- (six hundred and thirty one million two
hundred and sixty eight thousand three hundred and eighty four rupiah) which will be carried out both
simultaneously and in stages starting from June 20th, 2025 - June 20th, 2026 The execution of the share
purchase transaction will be carried out based on the consideration of the company’s directors, through the
Indonesia Stock Exchange, and with reference to:

 1. Regulation of the Financial Services Authority (POJK) Number 45 / POJK.03 / 2015 dated December
    23, 2015 concerning the Implementation of Governance in Providing Remuneration for Commercial
    Banks;
 2 Financial Services Authority Circular Letter (SEOJK) Number 40 / SEOJK.03 / 2016 dated September
    26, 2016 concerning the Implementation of Governance in Providing Remuneration for Commercial
    Banks;
 3 Financial Services Authority Regulation (POJK) Number 29 / POJK.04 / 2023 dated December 29, 2023
    concerning Buyback of Shares Issued by a Public Company.

   The General Meeting of Shareholders to approve the Implementation of repurchase shares in the
   context of Providing Variable Remuneration to the Directors, Board of Commissioners (specifically for
   President Commissioners and Affiliated Commissioners) and Material Risk Takers (MRT) will be held
   on June 19th , 2025 in Medan , North Sumatra.

                         Information Disclosure issued in Medan on May 09th, 2025
Page 2
                              ESTIMATED TIME SCHEDULE FOR SHARES REPURCHASE

    1.    Notification to Financial Services Authority (OJK),                    May 02nd, 2025
          Indonesia Stock Exchange (BEI).

    2.    Announcement of Information Disclosure of Share                        May 09th, 2025
          Repurchase Plans through newspapers and the
          Indonesia Stock Exchange (BEI) website and the
          Company's website www.bankmestika.co.id

    3.    Period of share repurchase                                    June 20th, 2025 - June 20th, 2026



                   ESTIMATED COST OF SHARES REPURCHASE AND
     ESTIMATED NUMBER OF ALL SHARES NOMINAL VALUES THAT WILL BE REPURCHASED

 The cost of shares repurchase in the context of the granting of variable remuneration to the Directors, the
 Board of Commissioners (specifically for the President Commissioner and Affiliated Commissioners) and
 Material Risk Takers (MRT) comes from bonuses and / or bonuses in 2024 totalling as Rp 631.268.384,-
 (six hundred and thirty one million two hundred and sixty eight thousand three hundred and eighty four
 rupiah)


                              DESCRIPTION, CONSIDERATIONS AND REASONS
                                 REPURCHASE OF THE COMPANY’S SHARES


Referring to the provisions in the Financial Services Authority Regulation No. 45 / POJK.03 / 2015 dated 23
December 2015 concerning the Implementation of Governance in Providing Remuneration for Commercial
Banks (hereinafter referred to as POJK Number 45/2015), and Circular letter of the Financial Services
Authority (SEOJK) Number 40 / SEOJK.03 / 2016 dated 26 September 2016 concerning the Implementation
of Governance in the Provision of Remuneration for Commercial Banks (hereinafter referred to as SEOJK
Number 40/2016), Banks may establish remuneration policies that are permanent and variable in nature
that pay attention to performance and risk and determine measurement methods according to the scale and
complexity of the bank's business activities .

The Company has determined Variable Remuneration that will be applied for approval of the Company's
General Meeting of Shareholders to provide variable remuneration in the form of:
1. Cash; and / or
2. Stock.

In connection with this, the Company has prepared a Policy on the Granting of Variable Remuneration to the
Directors, Board of Commissioners (specifically for President Commissioners and Affiliated Commissioners)
and Material Risk Takers (MRT).

Share allocation in the granting of variable remuneration will be carried out with due regard to:
1. Approval of the General Meeting of Shareholders related to Variable Remuneration in the form of Shares.
2. Approval of General Meeting of Shareholders for the purpose of repurchasing shares that have been
   issued by the Company.
3. Shares repurchases have been carried out by the Company in accordance with applicable regulations and
Page 3
   with amounts that can be allocated in the Granting of Remuneration Variable to Directors, Board of
   Commissioners (specifically for President Commissioners and Affiliated Commissioners) and Material Risk
   Takers (MRT).
4. The results of the calculation of the Remuneration Committee which has been approved in the Meeting
   of the Directors and Board of Commissioners
5. The implementation of share allocation refers to POJK Number 45/2015 and SEOJK 40/2016 and takes
   into account the implementation of Good Corporate Governance within the Company.

Requirements for Granting Variable Remuneration in the form of shares to Directors, Board of
Commissioners (specifically for Affiliated Presidents and Commissioners) and Material Risk Takers (MRT):

1. The suspension period
   For the granting of variable remuneration in the form of shares in 2024 is suspended with a period of at
   least 3 (three) years, but can be disbursed every year proportionally.

   During the suspension period, the Directors, the Board of Commissioners (especially for the President
   Commissioner and Affiliated Commissioners) and Material Risk Takers (MRT) have not been able to
   transfer and / or conduct overall stock transactions obtained in 2024 either through the stock exchange
   or outside the stock exchange.

2. Supervision
   Supervision of Variable Remuneration in the form of shares in 2024 will be carried out by the Directors
   and will be reported to the General Meeting of Shareholders of the Company for the implementation of
   the program.


        ESTIMATION OF DECREASED REVENUE OF THE COMPANY AS A RESULT OF SHARE
         REPURCHASE AND IMPACT OF THE COST OF THE COMPANY AND PRO FORMA
       EARNINGS PER SHARE PLAN AFTER THE COMPANY'S SHARES REPURCHASE HELD BY
                           CONSIDERING DECREASED REVENUE

There was no decrease in the Company's revenue due to the purchase of shares using funds from bonuses
and / or deferred bonuses after obtaining approval from the General Meeting of Shareholders.
                                                                                             In million rupiah
                       Posts                         Before shares       Impact          After shares
                                                      repurchase                         repurchase
  Total Asset                                           16.577.961             -631          16.577.330
  Equity                                                  5.088.347            -631           5.087.716
  Current period earnings                                   403.389            -631             402.758
  Earnings per share in rupiah                               100,12           -0.16                99.96
  Return on Asset                                          3,2298%        -0.0039%              3,2259%
  Return on Equity                                         8,1541%        -0.0126%              8,1415%
Page 4
          LIMITATION OF STOCK PRICE IN ORDER TO REPURCHASE THE SHARES OF THE
                                       COMPANY

Share Repurchase of the Company will be done at a lower price or the same as the offer price that
occurred the previous day.
  LIMITATION OF TIME FOR IMPLEMENTING THE REPURCHASE OF SHARES OF THE COMPANY

Shares Repurchase of the Company will be carried out over a period of 12 (twelve) months, starting
from June 20th, 2025 - June 20th, 2026.

     METHODS THAT WILL BE IMPLEMENTED TO REPURCHASE SHARES OF THE COMPANY
The company will appoint one stock exchange member to repurchase shares by taking into account
the applicable laws and regulations.
 1. Shares repurchased is done through trading on the Indonesia Stock Exchange.
 2. The purchase will be made at a lower price or the same as the closing price of the previous trade.
 3. Parties as follows:
    Directors, Board of Commissioners (especially for President Commissioners and Affiliated
    Commissioners) and Material Risk Takers (MRT).

    ANALYSIS AND DISCUSSION OF MANAGEMENT CONCERNING THE EFFECT OF SHARES
         REPURCHASE TO BUSINESS ACTIVITIES AND GROWTH OF THE COMPANY
                                 IN THE FUTURE
In terms of compliance with regulations and the application of good governance related to Financial
Services Authority Regulation No. 45 / POJK.03 / 2015 concerning the Implementation of Governance
in Providing Remuneration for Commercial Banks and SEOJK No. 40 / SEOJK.03 / 2016 concerning the
Implementation of Governance in Providing Remuneration for Commercial Banks, the Company will
repurchase its shares in compliance with the above mentioned regulations.

This share repurchase does not affect the Company's balance sheet because the funds used are
remuneration that is set aside and deferred by the Company, so that proportional distribution can be
made by transferring the funds in the form of shares to the Board of Directors, the Board of
Commissioners (especially for President Commissioners and Affiliated Commissioners) and Material
Risk Takers (MRT),

Procedure for transferring shares to Directors, Board of Commissioners (especially for Affiliated
Presidents and Commissioners) and Material Risk Takers (MRT), refers to regulations that regulate
that cannot be used to cast votes in the General Meeting of Shareholders and are not taken into
account in determining the amount the quorum that must be achieved in accordance with the
applicable laws and regulations, in addition to that the shares are not entitled to receive dividends.
Page 5
With the implementation of Variable Remuneration for Directors, Board of Commissioners (especially
for President Commissioners and Affiliated Commissioners) and Material Risk Takers (MRT), the
company has fulfilled the Financial Services Authority (OJK) provisions and at the same time is
expected to have a positive impact on the Company's growth in the future.


                                   ADDITIONAL INFORMATION

Shareholders who need additional information may contact us during business hours at:

                                          Corporate Secretary
                       Jl. H. Zainul Arifin No. 118, Medan – North Sumatera
                         Telephone : +6261 4525800 Fax : +6261 4527324
                                  Email : corsec@bankmestika.co.id

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Names mentioned 4 people and organisations named in the text · linked when the evidence is strong

linked org PT Bank Mestika Dharma p.1
unresolved org Financial Services Authority p.1 ×9
unresolved person H. Zainul Arifin p.1 ×2
unresolved org Indonesia Stock Exchange p.1 ×5

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