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20250131_BBRI_Laporan Informasi dan Fakta Material_31848695_lamp2.pdf
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DISCLOSURE OF INFORMATION
IN COMPLIANCE WITH THE FINANCIAL SERVICES AUTHORITY REGULATION NO.29/2023 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 I
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
PT Bank Rakyat Indonesia (Persero) Tbk (“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”), in accordance with Financial Services Authority (“FSA”) Regulation No.29/POJK.04/2023
dated December 29, 2023 (“OJK Regulation 29/2023”), governing the repurchase of shares by public
companies. The total nominal value of the shares to be repurchased under the Buyback program is
estimated at a maximum of IDR3,000,000,000,000,- (three trillion rupiah). The Buyback will be executed
through the Stock Exchange or alternative legally permissible trading mechanisms, either in phases or in
full, and is to be completed no later than 12 (twelve) months following the conclusion of the 2025 Annual
General Meeting of Shareholders (“AGMS”), which granted formal approval for the Buyback.
Implementation of the Buyback will be contingent upon 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 January 31st, 2025
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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
2. Estimated Date of AGMS : March 11th, 2025
3. Estimated Buyback Period : March 12th 2025 – March 11th 2026
EXPLANATION, CONSIDERATIONS, AND REASONS TO CARRY OUT BUYBACK
The Company has implemented share buybacks under the framework of the Employee Stock Ownership
Plan and/or the Board of Directors and Board of Commissioners Stock Ownership Plan (“Stock Ownership
Plan”) since 2015. 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 Financial Services Authority
Regulation No. 2/POJK.04/2013, which governs share repurchases by issuers or public companies in
significantly fluctuating market conditions. Subsequently, in 2022 and 2023, the Company conducted
Buybacks pursuant to Financial Services Authority Regulation No.30/POJK.04/2017 concerning share
buybacks by public companies. The 2023 Buyback was completed on September 11, 2024.
The Company has transferred all shares repurchased under the 2015 and 2020 Buybacks (“Treasury
Stock”) to the Employee Stock Ownership Plan. A portion of the 2022 Buyback Treasury Stock was
allocated to the Stock Ownership Plan for the Board of Directors and Board of Commissioners. The Company
will gradually transfer remaining Treasury Stock through the Stock Ownership Plan in accordance with
applicable laws and regulations.
In 2025, the Company plans to conduct a share buyback (“2025 Buyback”) pursuant to OJK Regulation
29/2023, to be submitted for approval at the 2025 AGMS. The Treasury Stock acquired through the 2025
Buyback will be allocated to sustain the Stock Ownership. The deadline for transferring the Treasury Stock
is a maximum of 3 (three) years after the completion of the 2025 Buyback, with potential extensions
permitted under OJK Regulation 29/2023. The total number of shares allocated to the Stock Ownership
Plan shall not exceed the actual number of shares acquired through the 2025 Buyback.
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 associated costs, including
brokerage commissions and ancillary expenses, which are estimated at 0.22% of the Estimated Buyback
Value (“Estimated Buyback Cost”).
The execution of 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 TO THE COMPANY’S FINANCING
The Company will utilize internal cash reserves to fund the 2025 Buyback, in compliance with OJK
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. The
implementation of the 2025 Buyback will not reduce the Company’s net assets below the sum of its invested
capital and mandatory reserves. Furthermore, the Buyback is not expected to have a material impact on
the Company’s revenue or operating costs.
RESTRICTIONS ON SHARE PRICE IN CONNECTION WITH THE BUYBACK
The 2025 Buyback will be executed at a reasonable price, as determined by the Company, in accordance
with the provisions of OJK Regulation 29/2023.
IMPLEMENTATION PERIOD OF THE COMPANY’S SHARE BUYBACK AND ITS TRANSFER
TIMEFRAME
1. The 2025 Buyback may be implemented in stages or in full, and must be completed no later than 12
(twelve) months following the date of approval by the AGMS.
2. Shares acquired through the 2025 Buyback will be transferred incrementally until the Buyback share
transfer period concludes.
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 have a significant impact on 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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TRANSFER OF SHARES FROM BUYBACK
1. Purpose of Transfer, Requirements, Implementation Period Plan, and Lock-Up Provisions
The transfer of shares resulting from the Buyback will be conducted through the Stock Ownership Plan,
with the following details:
Board of Directors and Board of
Description Employee Stock Ownership Plan Commissioners Share Ownership
Plan
Recipient Awarded selectively to employees Awarded to all Directors and Non-
Requirements meeting specific criteria, including Independent Commissioners who meet
Permanent Employees classified as Top defined eligibility criteria, and are
Talent and Value Creator, as designated assessed based on the Company’s
by the Company’s Board of Directors performance.
Lock-Up Period Share lock-ups may be implemented in Share lock-ups may be implemented in
Provisions accordance with the Company’s Stock accordance with the Company’s Stock
Ownership Plan, in compliance with Ownership Plan, in compliance with
statutory regulations. statutory regulations.
2. Implementation 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.
3. Amount or Size of Payment
The Company may levy fees in accordance with applicable regulatory provisions.
THE COMPANY'S PRO-FORMA EARNINGS PER SHARE UPON THE EXECUTION OF
THE BUYBACK
Based on the Company’s analysis, there are no significant changes resulting from the 2025 Buyback and
its subsequent transfer on the Company’s financial indicators, with the following explanations:
1. Proforma Following the 2025 Buyback
The following proforma illustrates the projected Total Assets, Equity, Profit for the Year, and Earnings
per Share based on the Estimated Buyback Value, reflecting the Individual Financial Statements as of
September 30, 2024:
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Financial Statement
For the period ended September 30th, 2024
Pre-Share Post-Share
Description Impact
Buyback Buyback
Total Asset (Billion IDR) 1,808,865 -3,000 1,805,865
Total Equity (Billion IDR) 30,398 -3,000 304,398
Net Profit (Billion IDR) 41,673 - 41,673
Earning per Shares (Rp) 277 1.27 278
CAR (%) 24.96 -0.29 24.68
ROE (%) 18.86 0.18 19.04
Notes:
1. The figures above represent unaudited bank-only data.
2. 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.
2. Proforma Following the Transfer of Treasury Stock from the 2025 Buyback
The following proforma illustrates Total Equity within the Individual Financial Statements as of
September 30, 2024, assuming full transfer of shares from the 2025 Buyback:
Financial Statement
For the period ended September 30th, 2024
Post-
Post-
Description Pre-Buyback Impact Impact Buyback
Buyback
Transfer
Total Equity (Billion 0
307,398 -3,000 304,398 304,398
IDR)
Notes:
1. The figures above represent unaudited bank-only data.
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 Company's Buyback, please contact:
Corporate Secretary / Investor Relations
PT Bank Rakyat Indonesia (Persero) Tbk
Head Office:
Gedung BRI I
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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FINANCIAL SERVICES AUTHORITY
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