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20241031_BBKP_Laporan Informasi dan Fakta Material_31751599_lamp4.pdf
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INFORMATION DISCLOSURE OF AFFILIATED TRANSACTIONS
PT BANK KB BUKOPIN TBK
PT BANK KB BUKOPIN, TBK
(“COMPANY”)
Main Business Ac vi es:
Banking
Based in Jakarta, Indonesia
Head Office
KB Bank Building
Jalan MT. Haryono Kav. 50-51 Jakarta 12770
P. (021) 7988266, 7989837 F. (021) 7980625, 7980238
Email : investor.rela ons@kbbank.co.id
Website : www.kbbank.co.id
THIS DISCLOSURE OF INFORMATION IS IMPORTANT TO BE READ AND CONSIDERED BY THE COMPANY'S
SHAREHOLDERS REGARDING AFFILIATED TRANSACTIONS.
THIS AFFILIATED TRANSACTION WAS CONDUCTED BY THE COMPANY IN CONNECTION WITH THE ISSUANCE
OF SENIOR UNSECURED NOTES IN THE AMOUNT OF USD300,000,000 WITH A FIXED INTEREST RATE OF
5.658% OFFERED AND SOLD OUTSIDE THE REPUBLIC OF INDONESIA IN ACCORDANCE WITH REGULATION S
UNDER THE US SECURITIES ACT (“ISSUANCE OF NOTES”). THE DEBENTURE ISSUANCE TRANSACTION IS A
MATERIAL TRANSACTION AS DISCLOSED BY THE COMPANY BASED ON THE DISCLOSURE OF MATERIAL
TRANSACTION INFORMATION DATED OCTOBER 30, 2024.
THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS OF THE COMPANY, BOTH INDIVIDUALLY
AND COLLECTIVELY, ARE FULLY RESPONSIBLE FOR THE COMPLETENESS AND ACCURACY OF ALL
INFORMATION OR MATERIAL FACTS CONTAINED IN THIS INFORMATION DISCLOSURE AND EMPHASIZE
THAT THE INFORMATION STATED IN THIS INFORMATION DISCLOSURE IS CORRECT AND THERE ARE NO
MATERIAL FACTS THAT ARE NOT STATED WHICH MAY CAUSE THE MATERIAL INFORMATION IN THIS
INFORMATION DISCLOSURE TO BE UNTRUE AND/OR MISLEADING.
WHEREAS, AFTER CAREFUL EXAMINATION, THE BOARD OF DIRECTORS AND THE BOARD OF
COMMISSIONERS OF THE COMPANY, BOTH INDIVIDUALLY AND COLLECTIVELY, DECLARE THAT THIS
TRANSACTION DOES NOT CONTAIN A CONFLICT OF INTEREST AS REFERRED TO IN POJK NO.42/2020.
THE BOARD OF DIRECTORS OF THE COMPANY, BOTH INDIVIDUALLY AND COLLECTIVELY, DECLARE THAT
THIS AFFILIATED TRANSACTION HAS GONE THROUGH ADEQUATE PROCEDURES TO ENSURE THAT THE
AFFILIATED TRANSACTION IS CARRIED OUT IN ACCORDANCE WITH GENERALLY ACCEPTED BUSINESS
PRACTICES.
Jakarta, 31 Oktober 2024
Board of Directors
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DEFINITION
Fiscal Agency Agreement : Fiscal Agency Agreement dated October 30, 2024
made by and between the Company and The
Hongkong and Shanghai Banking Corpora on Limited
as Fiscal Agent, Paying Agent, Registrar and Transfer
Agent.
JLM : Joint Lead Managers
KJPP SPR : KJPP Sugianto Prasodjo and Partners
OJK : Financial Services Authority
POJK No.42/2020 : OJK Regula on No. 42/POJK.04/2020 regarding
Affiliated Transac ons and Conflict of Interest
Transac ons
PT : Limited Company
Notes : Senior Unsecured Notes in the amount of
USD300,000,000 with a fixed interest rate of 5.658%
issued by the Company
Transac ons : The appointment of KB Securi es Hong Kong Limited
as JLM by the Company
Affiliated Transac ons : Each ac vity and/or transac on carried out by a
publicly listed company or a controlled company with
an affiliate of a publicly listed company or an affiliate
of a member of the board of directors, a member of
the board of commissioners, a major shareholder, or
the Controller, including each ac vity and/or
transac on carried out by a publicly listed company or
a controlled company for the benefit of an affiliate of a
publicly listed company or an affiliate of a member of
the board of directors, a member of the board of
commissioners, a major shareholder or the Controller.
INTRODUCTION
This disclosure of informa on is made in connec on with the transac on between the Company
and KB Securi es Hong Kong Limited, in which the Company has appointed KB Securi es Hong
Kong Limited to act as Joint Lead Manager under the Subscrip on Agreement for the Issuance of
Senior Unsecured Notes in the amount of USD300,000,000 with a fixed interest rate of 5.658%
offered and sold outside the Republic of Indonesia in accordance with Regula on S under the US
Securi es Act (the “Notes Issuance”), which appointment has been effec ve on the date of
issuance of the Notes and signing of the agreement governing the Notes Issuance transac on,
namely the Fiscal Agency Agreement.
The Notes Issuance Transac on is a material transac on that has been assessed based on the
fairness opinion report prepared by KJPP Sugianto Prasodjo and Partners, as disclosed by the
Company based on the Disclosure of Material Transac on Informa on dated October 31, 2024.
For the avoidance of doubt, a er careful examina on and supported by the transac on fairness
report prepared by KJPP Sugianto Prasodjo and Partners in connec on with the fulfillment of the
Financial Services Authority Regula on No. 42/POJK.04/2020 concerning Affiliated Transac ons
and Conflict of Interest Transac ons.
a. The Board of Directors and Board of Commissioners state that the transac on is an Affiliated
Transac on that does not contain a conflict of interest;
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b. The Board of Directors and the Board of Commissioners declare that all material informa on
has been disclosed in this Informa on Disclosure and the informa on is not misleading; and
c. The Board of Directors of the Company states that this Affiliated Transac on has gone
through adequate procedures and ensures that the Affiliated Transac on is carried out in
accordance with generally accepted business prac ces.
Regarding the ma ers as men oned above, the Board of Directors of the Company announces this
Informa on Disclosure in order to fulfill the provisions of the Financial Services Authority
Regula on No. 42/POJK.04/2020 concerning Affiliated Transac ons and Conflict of Interest
Transac ons.
DESCRIPTION OF AFFILIATED TRANSACTIONS
I. BACKGROUND, REASONS AND BENEFITS OF THE TRANSACTION
Regarding the Company's plan to issue Notes, there is a need for consultant services that will
assist the Company to conduct explora on and other ma ers that support the
implementa on process of the US Dollar Senior Unsecured Notes Issuance. In this case, the
Company appointed several third par es, one of which is KB Securi es Hong Kong Limited as
Joint Lead Manager. The appointment was made because KB Securi es Hong Kong Limited is
commi ed to assist the Company in the Notes Issuance transac on and because KB
Securi es Hong Kong Limited has exper se in capital market transac on advisory services,
par cularly in a rac ng foreign investors in connec on with the Notes issued by the
Company, and also has relevant experience and capabili es in the Notes Issuance
transac on. This is also supported by KB Securi es Hong Kong Limited's good reputa on,
where KB Securi es Hong Kong Limited is ranked No.1 (one) for bond issuance in Korea
based on Euromoney report dated December 8, 2022.1
II. DATE OF AFFILIATE TRANSACTION
This transac on occurred on October 30, 2024, which is the date of issuance of the Notes
and the signing of the agreement governing the Notes Issuance transac on, namely the
Fiscal Agency Agreement.
III. OBJECT OF AFFILIATED TRANSACTION
The object of the transac on is the appointment of KB Securi es Hong Kong Limited to act
as one of the Joint Lead Managers in the Transac on of the Issuance of KB Bank's US$ 2024
Senior Unsecured Notes.
IV. VALUE OF AFFILIATED TRANSACTIONS
The value of related party transac ons is 0.5% (zero point five percent) of the aggregate
amount of debt securi es purchased by KB Securi es Hong Kong Limited minus
US$8,282.53.
V. THE PARTY THAT CONDUCTS AFFILIATE TRANSACTION
Transac on Par es are PT Bank KB Bukopin Tbk and KB Securi es Hong Kong Limited.
1
h ps://www.euromoney.com/asiamoney/ar cle/27y4zuo1kzz9nidyxbg8w/awards/best-bank-awards/best-
bank-awards-2022-south-korea
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COMPANY
Brief History
The issuer of the Notes is the Company, which was established under Deed No. 126 dated
1993, made before Muhani Salim, S.H. Notary in the City of Jakarta, which has been
approved by the MOLHR based on Decree No. C2-5332.HT.01.01.TH.93 dated June 29, 1993.
The Company's ar cles of associa on as set forth in the Company's Deed of Establishment
have been amended several mes, most recently amended by Deed No. 117 dated June 28,
2024, made before Aulia Taufani, S.H. Notary in the City of South Jakarta, which has received
no fica on from the MOLHR based on Le er No. AHU-AH.01.03-0171361 dated July 12,
2024.
The Company was ini ally established as a bank with a Coopera ve legal en ty on July 10,
1970 under the name of Bank Umum Koperasi Indonesia (abbreviated as Bukopin),
established with the Deed of Establishment dated April 21, 1970 which was authorized as a
legal en ty based on the Decree of the Director General of Coopera ves
No.013/Dirjen/Kop/70 dated July 10, 1970 and registered in the General Register of the
Directorate General of Coopera ves No.8251 dated July 10, 1970.
On February 8, 2021, Bank Indonesia and OJK approved the change of logo and new name of
the Company to PT Bank KB Bukopin, Tbk. Based on this approval, the Company published
the changes to the Company's new logo and name in the Na onal Daily Newspaper on
February 23, 2021. The change in the Company's logo and new name is one of the
transforma on steps carried out by the Company.
The Company also has two subsidiaries, namely PT Bank KB Bukopin Syariah with a share
ownership of 95.92% and PT KB Bukopin Finance with a share ownership of 99.24%, with
business results consolidated into the Financial Statements of PT Bank KB Bukopin, Tbk.
Capital Structure and Shareholdings
Based on Deed No. 117 dated June 28, 2024 in conjunc on with the cer ficate of
shareholder composi on of PT Bank KB Bukopin, Tbk issued by the Securi es Administra on
Bureau (BAE) of PT DATINDO ENTRYCOM No. DE/X/24-4382 dated September 30, 2024, the
capital structure and share ownership composi on of the Company are as follows:
Informa on Total Class A and B Shares %
Base Capital 207.887.540.178
Paid-up and issued capital
1. Kookmin Bank Co., Ltd 125.655.736.951 66,88
2. STIC Eugene Star Holdings Inc 31.900.000.000 16,98
3. Other Shareholders with ownership 30.331.802.919 16,14
below 5%
Total Paid-up and Issued Capital 187.887.539.870 100,00
Composi on of the Board of Commissioners and Directors
As of the date of this Disclosure of Informa on, the composi on of the members of the
Board of Directors and Board of Commissioners of the Company is as described in Deed No.
116 dated June 28, 2024 made before Aulia Taufani, S.H. Notary in South Jakarta City which
has been no fied to and received a no fica on receipt report from the MOLHR based on
Le er No. AHU-AH.01.09-0225584 dated July 12, 2024 as follows :
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Board of Commissioners President Commissioner : Jerry Marmen Vice President Commissioner : Seng Hyup Shin*) Commissioner : Nanang Supriyatno Independent Commissioner : Stephen Liestyo Independent Commissioner : Tippy Joesoef Independent Commissioner : Hae Wang Lee Directors President Director : Woo Yeul Lee Vice President Director : Robby Mondong Director : Dodi Widjajanto Director : Henry Sawali Director : Jung Ho Han Director : Jang Hyuk Im*) Director : Helmi Fahrudin *Effec ve from the date of determina on by the Company a er fulfilling all requirements s pulated in POJK No.27/POJK.03/2016 concerning Fit and Proper Assessment for Main Par es of Financial Services Ins tu ons, and POJK No.37/POJK.03/2017 concerning U liza on of Foreign Workers and Knowledge Transfer Programs in the Banking Sector and/or other applicable laws and regula ons. Business Ac vi es The Company conducts business in the banking sector in accordance with the Ar cles of Associa on and applicable laws and regula ons. The Company conducts business ac vi es in the form of raising funds and lending as well as increasing banking service providers through product and service development. The Company con nues to strengthen services and infrastructure to op mize services to customers. All of the Company's offices are connected to a real me online network. KB SECURITIES HONG KONG LIMITED KB Securi es Hong Kong is a part of KB Financial Group Inc. which is a wholly-owned subsidiary of KB Financial Group Inc. (listed on the Korea Stock Exchange) (the “Group”). The Group was established in 2008 and expanded its business into credit card, insurance and brokerage companies with a total of 13 subsidiaries. KB Kookmin Bank (the largest bank in Korea in terms of total asset value) which was established in 1964. KB Securi es was formed in 2016 with the merger of Hyundai Securi es and KB Investment & Securi es. Capital Structure and Shareholding The share ownership of KB Securi es Hong Kong Limited is fully 100% (One Hundred Percent) owned by KB Securi es Co., Ltd with a total of 175,000,000 (One Hundred Seventy Five Million) shares. Composi on of the Board of Directors Director : Lee Jungbin Director : Roh Jongkab Director : Park Jae Hyung Director : Yang Hyun Chong Director : Lee Cheoljin
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Business Ac vi es
KB Securi es Hong Kong Limited is a securi es company that provides asset management,
financing, advisory and investment services to the corporate segment. In addi on, KB
Securi es Hong Kong Limited provides securi es services related to deriva ves and can
broker bond products. KB Securi es Hong Kong Limited also provides stock brokerage
services for ins tu onal investors and investments in financial products.
VI. NATURE OF THE AFFILIATE RELATION
Based on the Financial Services Authority Regula on No. 42/POJK.04/2020 concerning
Affiliated Transac ons and Conflict of Interest Transac ons Ar cle 1 Paragraph 1 Point d
states that “Affiliated rela onship is a rela onship between the Company and a party, either
directly or indirectly, controlling or controlled by the company”. The Company and KB
Securi es Hong Kong Limited are both indirectly controlled by the same party, namely KB
Financial Group Inc. Therefore, it can be concluded that the nature of the rela onship
between the Company and KB Securi es Hong Kong Limited is as 2 (two) companies that are
indirectly governed by KB Financial Group Inc.
SUMMARY OF THE APPRAISER'S REPORT ON THE FAIRNESS OF THE TRANSACTION OBJECT
I. APPRAISER IDENTITY
To ensure the fairness of the Transac on value, the Company has requested an Independent
Appraiser registered with the Financial Services Authority (“OJK”), namely the Public
Appraisal Services Office of Sugianto Prasodjo & Rekan (“SPR”) as an independent party in
charge of assessing the fairness of the Transac on value.
The Public Appraiser who is responsible as well as the signatory in this Appraisal Report is
Ginanjar Rizki Tarekat, S.T, M.Ec.Dev, MAPPI (Cert), a Public Property and Business Appraiser
with Public Appraiser License Number No. P-1.18.00532 based on Decree of the Minister of
Finance No. 782/KM.1/2018 Dated December 17, 2018 and Public Appraiser License
Number No. B-1.23.00643 Dated May 17, 2023. The appraiser acts on behalf of the Public
Appraisal Services Office of Sugianto Prasodjo and Partners which has an official Business
License from the Ministry of Finance of the Republic of Indonesia No. 2.15.0131 based on
Decree of the Minister of Finance No. 722/KM.1/2015 dated September 09, 2015 from the
Minister of Finance of the Republic of Indonesia.
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The Public Appraiser has also been registered as a Capital Market Suppor ng Profession at
the Financial Services Authority (“OJK”) with a Registered Cer ficate of Capital Market
Suppor ng Profession No. STTD.PPB-47/PM.02/2023 Dated July 17, 2023. KJPP Sugianto
Prasodjo dan Rekan is an independent appraisal company registered with the Indonesian
Appraisal Professional Society (MAPPI) and registered with the Financial Services Authority
(“OJK”) based on the Registered Cer ficate of Capital Market Suppor ng Profession No. S-
859/PM.223/2015 dated November 17, 2015.
The Independent par es men oned above stated that they have no affilia on either directly
or indirectly with the Company based on OJK Regula on No. 42/POJK.04/2020.
The following is a summary of the report submi ed by Sugianto Prasodjo & Rekan (“SPR”)
through its le er Number 00182/2.0131-09/BS-FO/07/0532/1/X/2024 regarding the
Fairness Opinion of Transac ons of Underwriter Service Users by PT Bank KB Bukopin, Tbk.
II. SUMMARY OF ASSESSMENT
A. Party's Iden ty
The par es involved in the transac on are PT Bank KB Bukopin Tbk (“Company”) and
KB Securi es Hong Kong Limited.
B. Object of Assessment
The object of the transac on analyzed in this report is to provide a fairness opinion on
the Transac on Plan by the Company as a user of underwriter services and KB
Securi es Hong Kong Ltd, as an underwriter service provider as one of the Joint Lead
Managers.
C. Purpose of Assessment
The purpose and objec ve of the prepara on of the Fairness Opinion Report is to
provide an overview of the fairness of the transac on by the Company based on the
applicable provisions, namely OJK Regula on No.42/POJK.04/2020 concerning
Affiliated Transac ons and Conflict of Interest Transac ons.
D. Assump ons
The Fairness Opinion Report is a non-disclaimer opinion, SPR has reviewed the
documents used in the process of preparing the fairness opinion, data and informa on
obtained from both the Company's management and other sources that can be trusted
for accuracy.
The Fairness Opinion Report is prepared using Financial Projec ons prepared by the
Company's management by reflec ng the fairness of the projec ons and their
achievability (fiduciary duty).
That the documents, statements and informa on provided by the Assignor or third
par es to us for the purpose of providing this fairness opinion are true, accurate,
complete and in accordance with the actual situa on, and have not changed un l the
date of the fairness opinion.
The Fairness Opinion Report is open to the public, unless there is confiden al
informa on that may affect the Company's opera ons.
SPR has obtained informa on on the terms and condi ons of the agreements related to
the Transac on from the Company.
E. Assessment Approach and Procedure
a. Analysis of the transac on plan : iden fica on of the par es involved in the
transac on, analysis of the terms and condi ons of the agreements and analysis of
the benefits and risks of the transac on;
b. Qualita ve Analysis: analysis of the background of the transac on, brief descrip on
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of the Company and its business ac vi es, industry analysis, opera onal analysis,
business prospects, merits and demerits of the transac on;
c. Quan ta ve Analysis: historical performance analysis, financial projec on analysis,
financial statement proforma analysis and incremental analysis;
d. Analysis of other relevant factors, in the form of analysis of relevant costs and
revenues, relevant non-financial informa on, decision-making procedures by the
Company and other material ma ers that can provide confidence in providing a
fairness opinion;
e. Analysis of the reasonableness of the transac on value.
F. Conclusions and Opinions
Based on the fairness analysis of the transac on which includes analysis of the
transac on plan, qualita ve analysis and quan ta ve analysis, analysis of the fairness
of the transac on price and other relevant factors, in the opinion of KJPP SPR, this
transac on is Fair as stated in the Fairness Opinion Report No. 00182/2.0131-09/BS-
FO/07/0532/1/X/2024 dated October 29, 2024.
STATEMENT OF THE BOARD OF COMMISSIONERS AND DIRECTORS
The Board of Commissioners and Board of Directors of the Company hereby declare that the
related party transac ons have gone through the applicable procedures and do not contain
any conflict of interest and all material informa on related to the related party transac ons
have been disclosed. (A ached Statement).
ADDITIONAL INFORMATION
Shareholders of the Company who require further informa on may contact the Company during
business hours at the following address:
PT Bank KB Bukopin, Tbk
KB Bank Head Office Building
Jalan MT. Haryono Kav, 50-51 Jakarta 12770
P. (021) 7988266, 7989837 F. (021) 7980625, 7980238
Email : investor.rela ons@kbbank.co.id
Website : www.kbbank.co.id
Up : Investor Rela on
Jakarta, 31 October 2024
Directors
PT Bank KB Bukopin, Tbk
Names mentioned 36 people and organisations named in the text · linked when the evidence is strong
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KJPP SPR
p.2 ×2
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KJPP Sugianto Prasodjo
p.2 ×4
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Financial Services Authority
p.2 ×7
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Hong Kong Limited
p.2 ×19
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person
Muhani Salim
· Notaris
p.4
unresolved
person
H. Notary
p.4 ×3
unresolved
person
Aulia Taufani
· Notaris
p.4 ×3
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Bank Umum Koperasi Indonesia
p.4
unresolved
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Directorate General of Coopera
p.4
unresolved
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Bank Indonesia
p.4
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PT Bank KB Bukopin Syariah
p.4
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PT KB Bukopin Finance
p.4
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PT DATINDO ENTRYCOM No. DE
p.4
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KB SECURITIES HONG KONG LIMITED
p.5
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KB Financial Group Inc.
p.5 ×4
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Sugianto Prasodjo & Rekan
p.6 ×2
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person
Ginanjar Rizki Tarekat
p.6
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Minister of Finance
p.6 ×3
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Ministry of Finance
p.6
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KJPP Sugianto Prasodjo dan Rekan
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