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20250228_BBRI_Laporan Informasi dan Fakta Material_31865422_lamp3.pdf
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ADDITIONAL DISCLOSURE OF INFORMATION
IN COMPLIANCE WITH THE FINANCIAL SERVICES AUTHORITY REGULATION
NUMBER 29 OF 2023 REGARDING THE PLAN FOR SHARE BUYBACK AND TRANSFER OF
SHARES ACQUIRED THROUGH THE BUYBACK
PT Bank Rakyat Indonesia (Persero) Tbk
Business Activities:
Banking Services
Kantor Pusat:
Gedung BRI
Jl. Jend Sudirman No. 44-46, Jakarta 10210
Email: humas@bri.co.id/ir@bri.co.id
Website: www.bri.co.id
INFORMATION TO SHAREHOLDERS
This Disclosure of Information is the updated Disclosure of Information of PT Bank Rakyat Indonesia
(Persero) Tbk (“Company”) on January 31st, 2025, including the Annual General Meeting of Shareholders
(“AGMS”) date change. The company intends to conduct a buyback of the Company’s shares
(“Buyback”), which have been issued and listed on the Indonesia Stock Exchange (“Stock Exchange”)
and also the plan of transfer of shares obtained from buyback by Financial Services Authority (“FSA”)
Regulation No. 29 Year 2023 in December 29th, 2023 governing the share buyback by public companies
(“POJK 29/2023”). The total amount of buyback is estimated at Rp3.000.000.000.000 (three trillion
rupiah). The buyback will be conducted through or outside the Stock Exchange, either in phases or full
amount, and should be completed on maximum 12 months after the AGMS approved the buyback.
Implementation of the buyback will be contingent upon a careful assessment of the company’s liquidity
position and capital adequacy, as well as strict adherence to applicable laws and regulations.
Disclosure of Information issued in Jakarta on February 28th, 2025
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I. BUYBACK PLAN
ESTIMATED TIMELINE OF BUYBACK
1. Date of Notification to the FSA and Stock Exchange : January 31st, 2025
regarding the Buyback plan and announcement of
Disclosure of Information
February 28th, 2025
2 Date of change and/or additional information of :
Disclosure of Information
3. Estimated Date of AGMS : March 24th, 2025
4. Estimated Buyback Period : March 25th, 2025 – March 24th, 2026
EXPLANATION, CONSIDERATIONS, AND RATIONALES TO CARRY OUT BUYBACK
Since 2015, the company has implemented share buybacks under the Employee Stock Ownership Plan
and/or the Board of Directors and Board of Commissioners Stock Ownership Plan (“Stock Ownership
Plan”). This program aligns with the Company’s ongoing efforts to enhance employee engagement and
drive sustainable improvement in its long-term performance.
In 2015 and 2020, the Company executed Buybacks in compliance with FSA Regulation No.
2/POJK.04/2013, which governs Share Buybacks by Issuers or Public Companies in Significantly Fluctuating
Market Conditions. Subsequently, in 2022 and 2023, the Company conducted Buybacks according to
Financial Services Authority Regulation No.30/POJK.04/2017 concerning Share Buybacks by Public
Companies.
The Company has transferred all shares repurchased under the 2015 and 2020 Buybacks (“Treasury
Stock”). And has been transferring its Treasury Stock in 2022 as an Employee Stock Ownership Plan. The
Company will gradually transfer the remaining Treasury Stock through the Stock Ownership Plan per
applicable laws and regulations.
In 2025, the Company plans to conduct a share buyback (“2025 Buyback”) according to OJK Regulation
29/2023, to be submitted for approval at the 2025 AGMS. The FSA has granted the company approval for
the 2025 Buyback plan through Financial Services Authority Letter No.S-24/PB/21/2025, dated February
21st, 2025, regarding the Shares Buyback of PT Bank Rakyat Indonesia (Persero) Tbk.
ESTIMATED BUYBACK COST AND ESTIMATED BUYBACK VALUE OF REPURCHASED SHARES
The estimated value of the 2025 Buyback is capped at a maximum of IDR3,000,000,000,000 (three trillion
Rupiah) (“Estimated Buyback Value”), to be funded from the Company’s internal cash reserves in
compliance with applicable regulations. The Estimated Buyback Value excludes its costs, including
brokerage commissions and ancillary expenses, which are estimated at 0.22% of the Estimated Buyback
Value (“Estimated Buyback Cost”).
Executing the 2025 Buyback and the total volume of Treasury Stock held by the Company will not exceed
10% (ten percent) of the Company’s total issued and paid-up capital, as stipulated under applicable laws
and regulations.
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SOURCE OF FUNDS, ESTIMATION OF THE DECLINE OF THE COMPANY’S REVENUE AS A
RESULT OF THE EXECUTION OF BUYBACK AND THE IMPACT ON THE COMPANY’S FINANCING
The Company will utilize internal cash reserves to fund the 2025 Buyback in compliance with FSA Regulation
29/2023. Based on the funding source, the Company’s total assets and equity are projected to decrease by
a maximum of the Estimated Buyback Value plus the Estimated Buyback Cost. Implementing the 2025
Buyback will not reduce the Company’s net assets below the amount of invested capital and mandatory
reserves. Furthermore, the Buyback is not expected to have a material impact on the Company’s revenue
or operating costs.
THE COMPANY'S PRO-FORMA EARNINGS PER SHARE UPON THE EXECUTION OF
THE BUYBACK
Based on the Company’s analysis, no significant changes have resulted from the 2025 buyback. There is
the overview of financial indicators from the Financial Statement (individual) per December 31st, 2024, by
considering the calculation of the estimated buyback value:
Proforma Financial Statement
For the period ending December 31st, 2024
Pre-Buyback Post-Buyback
Description Impact
(bank only audited) (Proforma)
Total Asset (Billion IDR) 1,840,395 -3,000 1,837,395
Total Equity (Billion IDR) 299,373 -3,000 296,373
Net Profit (Billion IDR) 54,841 - 54,841
Earning per Shares (Rp) 364 1.67 366
CAR (%) 24.41 -0.29 24.12
ROE (%) 18.40 0.02 18.42
Notes:
Brokerage fees and other associated costs are excluded from the projections, as they do not materially impact the Company’s Total
Assets, Total Equity, or Profit and Loss.
RESTRICTIONS ON SHARE PRICE IN CONNECTION WITH THE BUYBACK
The 2025 Buyback will be executed at a reasonable price, as determined by the Company, by FSA
Regulation 29/2023 provisions.
IMPLEMENTATION PERIOD OF THE COMPANY’S SHARE BUYBACK
The 2025 Buyback may be implemented in stages or in full and must be completed no later than 12 (twelve)
months after the AGMS approves it.
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METHODS TO BE USED TO BUYBACK THE COMPANY’S SHARES
1. The 2025 Buyback may be executed through or outside the Stock Exchange in compliance with
applicable laws and regulations.
2. The 2025 Buyback conducted via the Stock Exchange will be executed through 1 (one) appointed
broker member of the Stock Exchange.
MANAGEMENT ANALYSIS AND DISCUSSION ON THE IMPACT OF BUYBACK ON THE
COMPANY’S BUSINESS ACTIVITIES AND GROWTH OF THE COMPANY
1. If the Company executes the 2025 Buyback in the amount of the Estimated Buyback Value, Total Assets
and Equity will decrease by a maximum of the Estimated Buyback Value, excluding Estimated Buyback
Costs.
2. Estimated Buyback Costs will not significantly impact the Company’s operational costs.
3. The Buyback is expected to support the Company’s business activities and future growth by enhancing
employee engagement.
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II. PLAN FOR TRANSFER OF SHARES FROM BUYBACK
BACKGROUND OF SHARES BUYBACK
1. Date of Approval of Buyback in AGMS
Approval of the 2025 Buyback plan and its transfer will be requested in an AGMS held on March 24th,
2025.
2. Buyback Period
The 2025 Buyback will be completed in a maximum of 12 (twelve) months after the 2025 AGMS that
will approve the 2025 Buyback.
3. Buyback Realization
The realization of 2025 will be conducted following the period of the 2025 Buyback.
4. Source of Shares Obtained from Buyback That Will Be Transferred
Shares would be coming from Treasury Stock obtained through 2025 Buyback.
5. Transfer of Share Time Frame
Treasury stock will be transferred gradually until the transfer period ends, 3 (three) years after the 2025
buyback, and could be extended as per POJK 29/2023.
6. Amount of Shares Will Be Transferred.
The number of shares that will be transferred will be the same amount realized from the 2025 Buyback.
PURPOSE OF SHARE TRANSFER
Shares obtained from the 2025 buyback would be transferred through a Stock Ownership Plan aligns with
the strategy, program plan, and internal policy while considering regulation from POJK 29/2023 and FSA
Regulations No. 11/POJK.03/2016 of Januari 29th, 2016, along with its amandement regarding Minimum
Capital Requirements for Commercial Banks.
EMPLOYEE, DIRECTORS AND/OR BOARD OF COMMISSIONER REQUIREMENTS AS A PARTY
ENTITLED TO RECEIVE SHARES AND LOCK UP PROVISIONS
Stock Ownership Program requirements are as follows:
Board of Directors and Board of
Description Employee Stock Ownership Plan Commissioners Stock
Ownership Plan
Recipient Requirements Awarded selectively to employees Awarded to all Directors and Non-
meeting specific criteria, including Independent Commissioners who
Permanent Employees classified as meet defined eligibility criteria, and
Top Talent and Value Creator, as are assessed based on the
designated by the Company’s Board of Company’s performance.
Directors
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Board of Directors and Board of
Description Employee Stock Ownership Plan Commissioners Stock
Ownership Plan
Lock-Up Period Share lock-ups may be implemented in accordance with the Company’s Stock
Provisions Ownership Plan, in compliance with statutory regulations.
PLAN TRANSFER PERIOD (EXERCISE)
Treasury stock obtained from the 2025 Share buyback will be transferred gradually until the transfer period
ends, 3 (three) years after the 2025 buyback has been completed. The period could be extended as per
POJK 29/2023.
EXERCISE PRICE OR CALCULATION METHOD OF STOCK EXERCISE PRICE
The exercise price for shares allocated under the Stock Ownership Plan is determined based on the fair
market value of the Company’s shares on the grant date.
AMOUNT OF PAYMENT FROM EMPLOYEE, BOARD OF DIRECTORS, AND/OR BOARD OF
COMMISSIONER
The company may charge a certain amount of payment following Company Regulations.
THE COMPANY’S PRO-FORMA EQUITY MODELLING UPON THE EXECUTION OF THE BUYBACK
AND ITS TRANSFER
Based on the Company’s analysis, no significant changes have resulted from the 2025 buyback and its
subsequent transfer on the Company’s financial indicators. Below is the proforma total equity as the
overview of the Financial Statement (individual) per December 31st, 2024, after the transfer of shares
obtained from the 2025 Buyback:
Financial Statement
For the period ending in December 31st, 2024
Post-
Pre-Buyback
Notes Impact Buyback Dampak Impact
(bank only audited)
(Proforma)
Total Equity
299,373 -3,000 296,373 0 296,373
(Rp Billion)
OTHER INFORMATION
Treasury Stock does not carry voting rights, is excluded from quorum calculations at the General Meeting
of Shareholders (GMS), and is not eligible for dividend distributions.
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FURTHER INFORMATION
For additional information regarding the 2025 Buyback, please contact:
Corporate Secretary / Investor Relations
PT Bank Rakyat Indonesia (Persero) Tbk
Head Office:
Gedung BRI
Jl. Jend Sudirman No. 44-46, Jakarta 10210
Email: humas@bri.co.id/ir@bri.co.id
Website: www.bri.co.id
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