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DISCLOSURE OF INFORMATION TO THE SHAREHOLDERS REGARDING
MATERIAL TRANSACTION OF
PT BANK SMBC INDONESIA TBK (the “COMPANY”)
(“DISCLOSURE OF INFORMATION”)
INFORMATION AS STATED IN THIS DISCLOSURE OF INFORMATION IS IMPORTANT TO BE READ
AND NOTICED BY THE SHAREHOLDERS OF THE COMPANY IN TAKING FURTHER DECISION
If you have difficulties in understanding this information or are in any doubt in making a decision, you should
consult with your broker, investment manager, legal counsel, accountant or other professional advisors.
The Board of Commissioners and the Board of Directors of the Company, severally and collectively, are fully
liable for the completeness and accuracy of all material information or facts contained in this Disclosure of
Information and emphasize that the disclosed information is correct and there are no material information or
facts that are not disclosed which may cause this Disclosure of Information to be misleading.
PT Bank SMBC Indonesia Tbk
Domiciled in South Jakarta, Indonesia
Line of Business
Banking
Head Office
Menara SMBC, 29th Floor
CBD Mega Kuningan
JL. Dr. Ide Anak Agung Gde Agung, Kav 5.5 - 5.6
South Jakarta 12950
Telephone: (021) 30026200; Fax: (021) 30026308
Email: corporate.secretary@smbci.com
Official Website: www.smbci.com
This Disclosure of Information is published in Jakarta on 25 May 2026
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DEFINITIONS AND ABBREVIATIONS
“Affiliates” means:
a. family relationship by marriage up to the second degree, both
horizontally and vertically, i.e., the relationship between a person and:
1. their husband or wife;
2. the parents of their husband or wife and the husband or wife of
their child;
3. the grandfather and grandmother of their husband or wife and
the husband or wife of their grandchild;
4. the sibling of their husband or wife and the husband or wife of
the sibling; or
5. the husband or wife of their relatives;
b. family relationship by descent up to the second degree, both
horizontally and vertically, i.e., the relationship between a person and
their:
1. parents and children;
2. grandfather and grandmother as well as grandchildren; or
3. sibling of the relevant person;
c. relationship between a party and an employee, director, or
commissioner of the party;
d. relationship between 2 (two) or more companies where there is one or
more same members of the board of directors, management, board of
commissioners, or supervisors;
e. relationship between a company and a party that, either directly or
indirectly, in any manner, controls or is controlled by the company or
the party in determining the management and/or policies of the
company or the party;
f. relationship between 2 (two) or more companies that are controlled,
either directly or indirectly, in any manner, in determining the
management and/or policies of the company by the same party; or
g. relationship between a company and a main shareholder, which is a
party that directly or indirectly owns at least 20% (twenty percent) of the
shares with voting powers of the company;
“ASABRI” means PT ASABRI (Persero);
“BANI” has the meaning provided to this term in the Description of the Transaction
section of this Disclosure of Information;
“CLATA” has the meaning provided to this term in the Introduction section of this
Disclosure of Information;
“CLATA Transaction” has the meaning provided to this term in the Introduction section of this
Disclosure of Information;
“Company” means PT Bank SMBC Indonesia Tbk;
“Company’s Articles of has the meaning provided to this term in the Parties to the Transaction section
Association” of this Disclosure of Information;
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“CPTA” has the meaning provided to this term in the Introduction section of this
Disclosure of Information;
“CPTA Transaction” has the meaning provided to this term in the Introduction section of this
Disclosure of Information;
“Controlled Company” means a company that is controlled either directly or indirectly by a Public
Company;
“Deed of Establishment has the meaning provided to this term in the Parties to the Transaction section
of the Purchaser” of this Disclosure of Information;
"IDR" or "Rupiah" means Indonesian Rupiah;
“KJPP-WJR” has the meaning provided to this term in the Summary of Valuation Report and
Fairness Opinion Report on Transaction section of this Disclosure of
Information;
“Loan Asset” means each and all right, title, benefit and interest of the Company in, to, or in
respect of the customer loan documents and receivables under the Pension
Business related to the pensioners and pre-pensioners that are managed by
ASABRI and other pension funds and employees that receive active employee
loans that will be transferred by the Company to the Purchaser at the
completion date under the CLATA;
“Loan Portfolio” means each and all right, title, benefit and interest of the Company in, to, or in
respect of the customer loan documents and receivables under the Pension
Business related to the pensioners and pre-pensioners that are managed by
TASPEN that will be transferred by the Company to the Purchaser at the
completion date under the CPTA;
"Market Value" has the meaning provided to this term in the Summary of Valuation Report and
Fairness Opinion Report on Transaction section of this Disclosure of
Information;
“Material Transaction” means any transaction conducted by a Public Company or a Controlled
Company that meets the value threshold as stipulated in POJK 17/2020;
“MOL” means the Minister of Law of the Republic of Indonesia;
“MOLHR” means the Minister of Law and Human Rights of the Republic of Indonesia;
“OJK” means the Indonesian Financial Services Authority (Otoritas Jasa Keuangan);
“Pension Business” means the business of the Company that serves pensioners, pre-pensioners of
civil servants, police and military and employees of state-owned companies by
managing the distribution of pension funds disbursed by TASPEN, ASABRI and
other pension funds to the pensioners and providing loans to those pensioners,
pre-pensioners and employees of state-owned companies;
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“POJK 17/2020” means OJK Regulation No. 17/POJK.04/2020 on Material Transactions and
Changes in Business Activities;
“POJK 31/2015” means OJK Regulation No. 31/POJK.04/2015 on Disclosure of Material
Information or Facts by Issuers or Public Companies as partially amended by
OJK Regulation No. 45 of 2024 on the Development and Reinforcement of
Issuers and Public Companies;
“POJK 35/2020” means OJK Regulation No. 35/POJK.04/2020 on Valuation and Presentation
of Business Valuation Report in Capital Market;
“POJK 42/2020” means OJK Regulation No. 42/POJK.04/2020 on Affiliated Party Transactions
and Conflict of Interest Transactions;
“POJK 45/2024” means OJK Regulation No. 45 year 2024 on the Development and
Strengthening of Issuers and Public Companies
“Public Company” means an issuer that has made a public offering of equity securities or a public
company;
“Purchaser” means PT Bank Tabungan Negara (Persero) Tbk;
“TASPEN” means PT TASPEN (Persero); and
“Transaction” means the CPTA Transaction and the CLATA Transaction between the
Company and the Purchaser.
I. INTRODUCTION
The information contained in this Disclosure of Information is made to fulfill the Company’s obligations under
POJK 17/2020 and POJK 31/2015 as partially amended by POJK 45/2024 in relation to the Transaction, with
details as described in the section of Description of Transaction below.
On 22 May 2026, the Company and the Purchaser have signed the following documents:
1. a Conditional Portfolio Transfer Agreement (“CPTA”) in which the Company agrees to sell and
transfer, and the Purchaser agrees to purchase and receive the Loan Portfolio related to pensioners
and pre-pensioners with the pension benefits being managed by TASPEN, under the terms of the
CPTA (“CPTA Transaction”). The agreed purchase price of the Loan Portfolio based on the CPTA
is IDR 12,584,944,256,063 (twelve trillion five hundred eighty four billion nine hundred forty four
million two hundred fifty six thousand sixty three Rupiah); and
2. a Conditional Loan Asset Transfer Agreement (“CLATA”) in which the Company agrees to sell and
transfer, and the Purchaser agrees to purchase and receive the Loan Asset related to pensioners and
pre-pensioners with the pension benefits being managed by ASABRI and other pension funds as well
as the employees that receive active employee loans, under the terms of the CLATA (“CLATA
Transaction”). The agreed purchase price of the Loan Asset based on the CLATA is IDR
7,343,253,303,183 (seven trillion three hundred forty three billion two hundred fifty three million three
hundred three thousand one hundred eighty three Rupiah).
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The CPTA and CLATA constitute a series of transactions to be carried out in an integrated manner, wherein
each document separately governs the relevant subject matter of the transaction, and sets forth the rights
and obligations, as well as the conditions precedent that must be fulfilled by each Company and the Purchaser
prior to the completion of the CPTA Transaction and the CLATA Transaction.
The agreed purchase price for each CPTA Transaction and CLATA Transaction is IDR 12,584,944,256,063
(twelve trillion five hundred eighty four billion nine hundred forty four million two hundred fifty six thousand
sixty three Rupiah) and IDR 7,343,253,303,183 (seven trillion three hundred forty three billion two hundred
fifty three million three hundred three thousand one hundred eighty three Rupiah), with a total amount of IDR
19,928,197,559,246 (nineteen trillion nine hundred twenty eight billion one hundred ninety seven million five
hundred fifty nine thousand two hundred forty six Rupiah) and this amount representing 46.3% (forty six point
three percent) of the Company’s equity based on the Company’s Audited Consolidated Financial Statements
as of 31 December 2025. Thus, the Transaction is a Material Transaction as referred to in Article 3 paragraph
(1) of POJK 17/2020 with a value of not more than 50% and therefore, in preparing this Disclosure of
Information, the Company is only required to fulfill the provisions as stipulated under Article 6 paragraph (1)
letters (a), (b), (c) and (e) of POJK 17/2020, i.e., (i) use a valuer to determine the fair value of the object of
the Material Transaction and/or the fairness of the transaction, (ii) announce disclosure of information on each
Material Transaction to the public no later than 2 (two) business days after the signing of the CPTA and the
CLATA, (iii) submit disclosure of information and supporting documents to OJK no later than 2 (two) business
days after the signing of the CPTA and the CLATA, and (iv) report the implementation of the Transaction in
the Company’s annual report.
The completion of the CPTA Transaction and the CLATA Transaction will be contingent upon the fulfillment
of the conditions precedents that must respectively be fulfilled by the Company and the Purchaser, as set
forth in the respective CPTA and CLATA. Accordingly, the completion dates for each of these transactions
may vary.
Before the completion of CPTA Transaction and CLATA Transaction (as applicable), the customers under the
Loan Portfolio and Loan Asset shall continue to be the customer and having a legal relationship with the
Company.
II. DESCRIPTION OF THE TRANSACTION
A. OBJECT OF MATERIAL TRANSACTION
1. CPTA Transaction
The object of the CPTA Transaction is the Loan Portfolio related to pensioners and pre-pensioners with
the pension benefits being managed by TASPEN with the agreed purchase price of IDR
12,584,944,256,063 (twelve trillion five hundred eighty four billion nine hundred forty four million two
hundred fifty six thousand sixty three Rupiah).
The following is a summary of the CPTA:
Parties of the CPTA Transaction
a. the Company as the seller; and
b. the Purchaser as the purchaser.
Conditions Precedent
The conditions precedent for the completion of the CPTA Transaction include, among others:
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a. the Company and the Purchaser having submitted their business plans to OJK (banking supervisory
department), which include details of the transfer of the Loan Portfolio from the Company to the
Purchaser based on the CPTA;
b. the Company and the Purchaser shall each having obtained all necessary corporate approvals
required to implement the CPTA Transaction, including to give effect to the transfer of the Loan
Portfolio from the Company to the Purchaser;
c. the Company and the Purchaser having served the necessary notification to the customers relating
to the CPTA Transaction;
d. the Company and the Purchaser having obtained the necessary acknowledgements or
confirmations from the pension fund managers on the transfer of the Loan Portfolio from the
Company to the Purchaser in accordance with the CPTA;
e. the Company and the Purchaser having obtained any and all other necessary approvals from any
competent authority for the transfer of the Loan Portfolio from the Company to the Purchaser (as
relevant);
f. the Purchaser and insurance companies that insure the Loan Portfolio having executed marketing
agreements effective from the completion date;
g. the Company having notified the insurance companies that insure the Loan Portfolio on the CPTA,
resulting in either the Purchaser being named with effect from the completion date as the policy
holder and beneficial party in the banker’s clause or any other clause having a similar effect; and
h. the Company and the Purchaser having completed the data migration preparation.
Completion
The completion will occur if the conditions precedent are satisfied or all outstanding conditions
precedent are waived by the Company and the Purchaser in writing. On the completion date:
a. the Company and the Purchaser shall execute and deliver a deed of assignment (cessie) before a
notary to effect the transfer of the Loan Portfolio; and
b. the Purchaser shall pay to the Company the purchase price of the Loan Portfolio.
Governing law
The CPTA is governed by the laws of the Republic of Indonesia.
Dispute Settlement
If the Company and the Purchaser are unable to reach an agreement to settle the dispute arising from
the CPTA within 30 (thirty) days period, then the Company or the Purchaser may submit the dispute to
be finally settled by arbitration administered by the National Arbitration Board of Indonesia (Badan
Arbitrase Nasional Indonesia – “BANI”) in accordance with the arbitration rules of BANI.
Notification to Customers
The customers with the Loan Portfolio covered under CPTA will receive notification regarding CPTA
Transaction from the Company after the issuance of this Disclosure of Information.
2. CLATA Transaction
The object of the CLATA Transaction is the Loan Asset related to pensioners and pre-pensioners with
the pension benefits being managed by ASABRI and other pension funds as well as the employees that
receive active employee loans with the agreed purchase price of IDR 7,343,253,303,183 (seven trillion
three hundred forty three billion two hundred fifty three million three hundred three thousand one
hundred eighty three Rupiah).
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The following is a summary of the CLATA:
Parties of the CLATA Transaction
a. the Company as the seller; and
b. the Purchaser as the purchaser.
Conditions Precedent
The conditions precedent for the completion of CLATA Transaction include, among others:
a. the Company and the Purchaser having submitted their business plans to OJK (banking supervisory
department) which include details of the transfer of the Loan Asset from the Company to the
Purchaser based on the CLATA;
b. the Company and the Purchaser shall each having obtained all necessary corporate approvals
required to implement the CLATA Transaction, including to give effect to the transfer of the Loan
Asset from the Company to the Purchaser;
c. the Company and the Purchaser having served the necessary notification to the customers relating
to the CLATA Transaction;
d. the Purchaser having executed cooperation agreements or any agreements with the customer
pension fund managers to enable the Purchaser to accept the Loan Asset from the Company;
e. the Company and the Purchaser having obtained the necessary acknowledgements or
confirmations from the customer pension fund managers on the transfer of the Loan Asset from the
Company to the Purchaser in accordance with the CLATA;
f. the Company and the Purchaser having obtained any and all other necessary approvals from any
competent authority for the transfer of the Loan Asset from the Company to the Purchaser (as
relevant);
g. the Purchaser and insurance companies that insure the Loan Asset having executed marketing
agreements effective from the completion date;
h. the Company having notified the insurance companies that insure the Loan Asset, resulting in either
the Purchaser being named with effect from the completion date as the policy holder and beneficial
party in the banker’s clause or any other clause having a similar effect; and
i. the Company and the Purchaser having completed the data migration preparation.
Completion
The completion will occur If the conditions precedent are satisfied or all outstanding conditions
precedent are waived by the Company and the Purchaser in writing. On the completion date:
a. the Company and the Purchaser shall execute and deliver a deed of assignment (cessie) before a
notary to effect the transfer of the Loan Asset; and
b. the Purchaser shall pay to the Company the purchase price of the Loan Asset.
Governing Law
The CLATA is governed by the laws of the Republic of Indonesia.
Dispute Settlement
If the Company and the Purchaser are unable to reach an agreement to settle the dispute arising from
the CLATA within a 30 (thirty) days period, then the Company or the Purchaser may submit the dispute
to be finally settled by arbitration administered by BANI in accordance with the arbitration rules of BANI.
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Notification to Customers
The customers with the Loan Asset covered under CLATA will receive notification regarding CLATA
Transaction from the Company within around one month from the execution of CLATA.
B. MATERIAL TRANSACTION VALUE
The agreed purchase price under each CPTA Transaction and CLATA Transaction is IDR
12,584,944,256,063 (twelve trillion five hundred eighty four billion nine hundred forty four million two
hundred fifty six thousand sixty three Rupiah) and IDR 7,343,253,303,183 (seven trillion three hundred
forty three billion two hundred fifty three million three hundred three thousand one hundred eighty three
Rupiah), with a total amount of IDR 19,928,197,559,246 (nineteen trillion nine hundred twenty eight
billion one hundred ninety seven million five hundred fifty nine thousand two hundred forty six Rupiah).
By way of comparison with the agreed purchase price as mentioned above, if the Transaction were
executed on 31 December 2025, the purchase price under the CPTA Transaction and the CLATA
Transaction would be IDR 13,702,610,844,722 (thirteen trillion seven hundred two billion six hundred
ten million eight hundred forty four thousand seven hundred twenty two Rupiah) and IDR
7,708,800,131,903 (seven trillion seven hundred eight billion eight hundred million one hundred thirty
one thousand nine hundred three Rupiah), respectively, with a total amount of IDR 21,411,410,976,625
(twenty one trillion four hundred eleven billion four hundred ten million nine hundred seventy six
thousand six hundred twenty five Rupiah).
C. NATURE OF THEIR AFFILIATED RELATIONSHIP
Before, on and after the completion of CPTA Transaction and CLATA Transaction, the Company does
not have any Affiliation with the Purchaser.
D. PARTIES TO THE TRANSACTION
1. INFORMATION ABOUT THE COMPANY
GENERAL
The Company, domiciled in South Jakarta, is a publicly listed company established under the
laws of the Republic of Indonesia. Its name was formerly PT Bank Tabungan Pensiunan
Nasional based on Notary Deed No. 31 dated 16 February 1985 drawn up by Komar
Andasasmita, S.H., Notary in Bandung. This deed was amended by Deed No. 12 dated 13 July
1985 drawn up by Dedeh Ramdah Sukarna, S.H., substitute of Notary Komar Andasasmita,
Notary in Bandung, and has been approved by the Minister of Justice of the Republic of
Indonesia based on Decree No. C2-4583HT01.01TH.85 dated 25 July 1985, has been
registered in the register at the Bandung District Court Office under No. 458 and No. 459 dated
16 August 1985 and has been announced in the State Gazette of the Republic of Indonesia
No. 76 dated 20 September 1985, Supplement No. 1148.
The Company’s name was then changed to PT BANK BTPN Tbk based on Notary Deed No.
22 dated 21 January 2019 drawn up by Ashoya Ratam, S.H., M.Kn., Notary in the
Administrative City of South Jakarta and has been approved by the MOLHR based on Decree
No. AHU-0006169.AH.01.10.Year 2019 dated 22 January 2019.
Effective as of 2 October 2024, the Company’s name was finally changed to PT Bank SMBC
Indonesia Tbk, as stated in Notarial Deed No. 43 dated 29 August 2024 drawn up by Ashoya
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Ratam, S.H., M.Kn., Notary in the Administrative City of South Jakarta, and has been approved
by the MOLHR through Decree No. AHU-0054625.AH.01.02.Year 2024 dated 29 August 2024.
The Company’s Articles of Association have been amended several times. The latest
amendment to the Company’s Articles of Association was in order to increase the issued and
paid up capital in relation with the implementation of the Capital Increase with Pre-emptive
Rights II as stipulated in Deed of Resolution of the Meeting of the Board of Commissioners No.
55 dated 21 March 2024 drawn up by Ashoya Ratam, S.H., M.Kn., Notary in the Administrative
City of South Jakarta, and has been received and recorded in Legal Entity Administration
System through Decree Letter of the MOLHR No. AHUAH.01.03-0069408 dated 21 March
2024, and the latest amendment of the Company’s Articles of Association in connection with
the appointment of the Company as an Operational Financial Conglomerate Holding Company
(Perusahaan Induk Konglomerasi Keuangan) as stipulated in the Deed No. 27 dated 14 July
2025 drawn up by Ashoya Ratam, S.H., M.Kn., Notary in the Administrative City of South
Jakarta and has been received and recorded by the MOL based on Decree Letter No. AHU-
AH.01.03-0187261 dated 17 July 2025 (“Company’s Articles of Association”).
The following are the Company’s contact details:
Address: Menara SMBC, 29th Floor
CBD Mega Kuningan
JL. Dr. Ide Anak Agung Gde Agung, Kav 5.5 - 5.6
South Jakarta 12950
Phone Number: (021) 30026200
Facsimile Number: (021) 30026308
Email address: corporate.secretary@smbci.com
Based on Article 3 paragraph (1) of the Company’s Articles of Association, the purposes and
objectives of the Company are to engage in commercial banking.
SHAREHOLDING OF THE COMPANY
The shareholding structure of the Company as of the date of this Disclosure of Information,
based on the Monthly Report on Securities Holder Registration for the period ending as of 30
April 2026 issued by PT Datindo Entrycom acting as the Securities Administration Bureau of
the Company is as follows:
Number of Nominal Value Percentage
Description
Shares (IDR) (%)
1. Sumitomo Mitsui Banking 9,692,826,975 193,856,539,500 91.047
Corporation
2. PT Bank Negara Indonesia 12,007,137 240,142,740 0.113
(Persero) Tbk
3. PT Bank Central Asia Tbk 109,742,058 2,194,841,160 1.031
4. Other shareholders with 831,369,578 16,627,391,560 7.809
ownership below 5%
Total 10,645,945,748 212,918,914,960 100
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MANAGEMENT AND SUPERVISION OF THE COMPANY
Based on Deed No. 13 dated 18 May 2026 drawn up by Titik Krisna Murti Wikaningsih Hastuti,
S.H., M.Kn., Notary in the Administrative City of South Jakarta, and currently is in the process
of submitting the notification of changes to the Company’s data to the Minister of Law of the
Republic of Indonesia, as described in the Statement Letter issued by the office of Tituk Krisna
Murti WH, SH, MKn, Notary, Number 33/V/2026 dated 18 May 2026, the current composition
of the Company’s Board of Directors and Board of Commissioners as of the date of this
Disclosure of Information are as follows:
Board of Commissioners
President Commissioner : Chow Ying Hoong
Commissioner : Takeshi Kimoto
Independent Commissioner : Linus Ekabranko Windoe
Independent Commissioner : Onny Widjanarko
Independent Commissioner : Kusumaningtuti Sandriharmy Soetiono
Independent Commissioner : Marita Alisjahbana
Board of Directors
President Director : Henoch Munandar
Deputy President Director : Jun Saito
Deputy President Director : Michellina Laksmi Triwardhany
Compliance Director : Dini Herdini
Director : Atsushi Hino
Director : Yuki Terayama
Director : Merisa Darwis
Director : Hanna Tantani
Director : Emilya Tjahjadi
2. INFORMATION ABOUT THE PURCHASER
GENERAL
The Purchaser was originally established under the name Postspaarbank, as announced in
Staatsblad van Nederlandsch-Indie No. 653 of 1934, which was subsequently renamed Bank
Tabungan Pos pursuant to Emergency Law No. 9 of 1950 concerning Amendments to the
Postspaarbank Law in conjunction with Law No. 36 of 1953 concerning Bank Tabungan Pos.
Bank Tabungan Pos was later renamed Bank Tabungan Negara pursuant to Law No. 2 of 1964
concerning Bank Tabungan Negara in conjunction with Law No. 20 of 1968 concerning Bank
Tabungan Negara.
Based on Government Regulation No. 24 of 1992 regarding the Adjustment of the Legal Form
of Bank Tabungan Negara into a Company (Persero), Bank Tabungan Negara adjusted its legal
form to become a Company (Persero) as referred to in Law No. 9 of 1969 regarding the
Stipulation of Government Regulation in Lieu of Law No. 1 of 1969 regarding Forms of State
Enterprises into Law, and Government Regulation No. 12 of 1969 regarding Limited Liability
Company, as amended by Government Regulation No. 24 of 1972. With the adjustment of the
legal form of Bank Tabungan Negara into a Limited Liability Company (Persero) as referred to
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above, based on Law No. 7 of 1992 regarding Banking, Bank Tabungan Negara was declared
dissolved at the time of the establishment of the Limited Liability Company (Persero) with the
provision that all rights and obligations, assets and employees of Bank Tabungan Negara
existing at the time of its dissolution shall be transferred to the Limited Liability Company
(Persero) concerned.
The Purchaser as a Limited Liability Company (Persero) was established under the Deed of
Limited Liability Company of PT Bank Tabungan Negara “PT Bank Tabungan Negara
(Persero)” No. 136 dated 31 July 1992, made before Muhani Salim, Notary in Jakarta, which
was approved by the Minister of Justice of the Republic of Indonesia under Decree of the
Minister of Justice of the Republic of Indonesia No. C2-6587.HT.01.01.TH.92 dated 12 August
1992, registered in the register of the South Jakarta District Court Office under No.
603/A.P.T/Wapan/1992/PNJS on 18 August 1992, and published in BNRI No. 73 dated 11
September 1992, Supplement to BNRI No. 6A (“Deed of Establishment of the Purchaser”).
The Purchaser’s Articles of Association as contained in the Deed of Establishment of The
Purchaser have been amended several times, with the latest amendment to The Purchaser’s
Articles of Association being set forth in Deed of Statement of Resolutions of the Extraordinary
General Meeting of Shareholders of Perusahaan Perseroan (Persero) PT Bank Tabungan
Negara Tbk, abbreviated as PT Bank Tabungan Negara (Persero) Tbk No. 07 dated 4 February
2026, drawn up before Ashoya Ratam, S.H., M.Kn., Notary in the Administrative City of South
Jakarta, in relation to the amendment of several provisions and the restatement of all provisions
of the Purchaser’s Articles of Association. The amendment to the Purchaser’s Articles of
Association pursuant to such deed was acknowledged by the MOL based on Letter No. AHU-
AH.01.03-0069965 dated 4 March 2026.
SHAREHOLDING OF THE PURCHASER
The shareholding structure of the Purchaser as of the date of this Disclosure of Information,
based on the Monthly Report on Securities Holder Registration for the period ending as of 30
April 2026 issued by PT Datindo Entrycom acting as the Securities Administration Bureau of
the Purchaser is as follows:
Number of Nominal Value Percentage
Description
Shares (IDR) (%)
1. PT Danantara Asset 8,336,459,982 4,168,229,991,000 59.40
Management of Series B
Shares
2. Badan Pengaturan Badan
Usaha Milik Negara:
- Series A Dwiwarna Share 1 500 0.00
- Series B Shares 84,206,665 42,103,332,500 0.60
3. Other shareholders with 5,613,777,765 2,806,888,882,500 40,00
ownership below 5%
Total 14,034,444,413 7,017,222,206,500 100
MANAGEMENT AND SUPERVISION OF THE PURCHASER
Based on Summary of the Annual General Meeting of Shareholders of PT Bank Tabungan
Negara (Persero) Tbk No. 21/IV/2026 dated 23 April 2026 made by Titik Krisna Murti
Wikaningsih Hastuti, S.H., M.Kn., Notary in Administrative City of South Jakarta, the current
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composition of the Board of Commissioners and Board of Directors of the Purchaser as of the
date of this Disclosure of Information is as follows:
Board of Commissioners
President Commissioner : Suryo Utomo
Vice President Commissioner : Endra Gunawan**
Independent Commissioner : Pietra Machreza Paloh
Independent Commissioner : Panangian Simanungkalit
Independent Commissioner : Ida Nuryanti
Commissioner : Fahri Hamzah
Commissioner : Didyk Choiroel*
* Appointed as a member of the Board of Commissioners of the Purchaser based on the
resolution of the Purchaser’s Extraordinary General Meeting of Shareholders dated 7
January 2026 and effectively serve after obtaining approval from OJK.
** Appointed as a member of the Board of Commissioners of the Purchaser based on the
resolution of the Purchaser’s Annual General Meeting of Shareholders dated 23 April 2026
and effectively serve after obtaining approval from OJK.
Board of Directors
President Director : Nixon L.P. Napitupulu
Vice President Director : Oni Febriarto Rahardjo
Director of Risk Management : Setiyo Wibowo
Director of Consumer Banking : Hirwandi Gafar
Director of Finance & Strategy : Nofry Rony Poetra
Director of Human Capital & Compliance : Eko Waluyo
Director of Network & Retail Funding : Rully Setiawan
Director of Operations : I Nyoman Sugiri Yasa
Director of Commercial Banking : Hermita
Director of Treasury & International Banking : Venda Yuniarti
Director of Information Technology : Tan Jacky Chen
Director of Corporate Banking : Helmy Afrisa Nugroho
III. EXPLANATION, CONSIDERATION AND REASONS FOR THE TRANSACTION AND THE
EFFECT OF THE TRANSACTION ON THE COMPANY’S FINANCIAL CONDITION
A. EXPLANATION, CONSIDERATION AND REASON FOR THE TRANSACTION
The Company has a dedicated pension business unit within the retail segment that serves various major
institutional pension fund partners. This business unit has historically played a significant role in
providing pension fund management and payment services to a broad segment of retirees in Indonesia.
This business unit has also provided pension, pre-pension and active employees loans to its customers.
The Company is currently realigning its strategy related to the pension business. As part of the
realignment, the Company has decided to assign pension, pre-pension and active employees loans to
the Purchaser. This corporate action is intended to ensure the continuity of good services to the existing
customers under the Purchaser’s management and to allow the Company to reallocate its capital and
resources toward more scalable, core growth areas that align with its long-term strategic objectives.
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B. EFFECT OF THE TRANSACTION ON THE COMPANY’S FINANCIAL CONDITION
LAPORAN POSISI KEUANGAN KONSOLIDASIAN PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL
PROFORMA TANGGAL 31 DESEMBER 2025 POSITION AS OF 31 DECEMBER 2025
(Disajikan dalam jutaan Rupiah, kecuali dinyatakan lain) (Expressed in millions of Rupiah, unless otherwise stated)
Penyesuaian dan Saldo proforma
eliminasi proforma/ konsolidasian/
Proforma Proforma
31 Desember/ adjustments and consolidated
December 2025 eliminations amount
ASET ASSETS
Kas 1,246,542) - 1,246,542) Cash
Giro pada Bank Indonesia 7,915,463) - 7,915,463) Current accounts with Bank Indonesia
Giro pada bank-bank lain: Current accounts with other banks
- Pihak ketiga 717,515) - 717,515) Third parties -
- Pihak berelasi 589,437) - 589,437) Related parties -
Dikurangi: Cadangan kerugian Less: Allowance for impairment
penurunan nilai (81) - (81) losses
1,306,871) - 1,306,871)
Penempatan pada Bank Indonesia Placements with Bank Indonesia
dan bank-bank lain 14,922,235) - 14,922,235) and other banks
Pendapatan bunga/marjin yang masih
akan diterima 661) - 661) Accrued interest/margin income
Dikurangi: Cadangan kerugian Less: Allowance for impairment
penurunan nilai (69) - (69) losses
14,922,827) - 14,922,827)
Efek-efek 25,684,516) 17,872,740 43,557,256) Securities
Pendapatan bunga/marjin yang masih
akan diterima 250,428) - 250,428) Accrued interest/margin income
Dikurangi: Cadangan kerugian Less: Allowance for impairment
penurunan nilai (71) - (71) losses
25,934,873) 17,872,740 43,807,613)
Efek-efek yang dibeli dengan janji Securities purchased under resale
dijual kembali (reverse repo) 1,683,826) - 1,683,826) agreements (reverse repo)
Pendapatan bunga yang masih akan
diterima 871) - 871) Accrued interest income
1,684,697) - 1,684,697)
Tagihan derivatif Derivative receivables
- Pihak ketiga 1,058,395) - 1,058,395) Third parties -
- Pihak berelasi 222,477) - 222,477) Related parties -
1,280,872) - 1,280,872)
Tagihan akseptasi Acceptance receivables
3,793,458) - 3,793,458)
Dikurangi: Cadangan kerugian Less: Allowance for impairment
penurunan nilai (1,272) - (1,272) losses
3,792,186) - 3,792,186)
Pinjaman yang diberikan: Loans:
- Pihak ketiga 144,226,759) (19,803,707) 124,423,052) Third parties -
- Pihak berelasi 431,325) -) 431,325) Related parties -
Pembiayaan/piutang syariah: - Sharia financing/receivables:
- Pihak ketiga 10,352,755) - 10,352,755) Third parties -
Pendapatan bunga/marjin yang masih
akan diterima 814,384) (244,664) 569,720) Accrued interest/margin income
Dikurangi: Cadangan kerugian Less: Allowance for impairment
penurunan nilai (3,515,530) 141,034) (3,374,496) losses
152,309,693) (19,907,337) 132,402,356)
Piutang pembiayaan: Financing receivables:
- Pihak ketiga 30,377,030) - 30,377,030) Third parties -
Dikurangi: Cadangan kerugian Less: Allowance for impairment
penurunan nilai (3,644,300) - (3,644,300) losses
26,732,730) - 26,732,730)
Dipindahkan 237,126,754) (2,034,597) 235,092,157) Carry forward
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LAPORAN POSISI KEUANGAN KONSOLIDASIAN PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL
PROFORMA TANGGAL 31 DESEMBER 2025 POSITION AS OF 31 DECEMBER 2025
(Disajikan dalam jutaan Rupiah, kecuali dinyatakan lain) (Expressed in millions of Rupiah, unless otherwise stated)
Penyesuaian dan Saldo proforma
eliminasi proforma/ konsolidasian/
Proforma Proforma
31 Desember/ adjustments and consolidated
December 2025 eliminations amount
ASET (lanjutan) ASSETS (continued)
Pindahan Carried forward
237,126,754) (2,034,597) 235,092,157)
Penyertaan saham Investment in shares
- Pihak ketiga Third parties -
4,072) - 4,072)
- Pihak berelasi 22,500) - 22,500) Related parties -
26,572) - 26,572)
Beban dibayar dimuka 978,169) (574,223) 403,946) Prepayments
Klaim pengembalian pajak 568,409) - 568,409) Claims for tax refund
Aset pajak tangguhan 703,259) (29,460) 673,799) Deferred tax assets
Aset tetap 6,220,651) - 6,220,651) Fixed assets
Dikurangi: Akumulasi penyusutan (3,915,060) - (3,915,060) Less: Accumulated depreciation
2,305,591) - 2,305,591)
Aset takberwujud dan goodwill Intangible assets and goodwill
- Aset takberwujud 5,275,577) - 5,275,577) Intangible assets -
- Goodwill 1,098,209) - 1,098,209) Goodwill -
Dikurangi: Akumulasi amortisasi (3,715,804) - (3,715,804) Less: Accumulated amortization
2,657,982) - 2,657,982)
Aset lain-lain 1,638,506) 47,828 1,686,334) Other assets
Dikurangi: Cadangan kerugian Less: Allowance for impairment
penurunan nilai (157,077) - (157,077) losses
1,481,429) 47,828 1,529,257)
JUMLAH ASET 245,848,165) (2,590,452) 243,257,713) TOTAL ASSETS
LIABILITAS, DANA SYIRKAH LIABILITIES, TEMPORARY SYIRKAH
TEMPORER DAN EKUITAS FUNDS AND EQUITY
LIABILITAS LIABILITIES
Liabilitas segera 84,995) - 84,995) Obligations due immediately
Bagi hasil yang belum dibagikan 19,019) - 19,019) Undistributed revenue sharing
Simpanan nasabah Deposits from customers
- Pihak ketiga 120,758,859) - 120,758,859) Third parties -
- Pihak berelasi 312,470) - 312,470) Related parties -
Beban bunga yang masih harus
dibayar 212,699) - 212,699) Accrued interest expenses
121,284,028) - 121,284,028)
Simpanan dari bank-bank lain Deposits from other banks
- Pihak ketiga 841,831) - 841,831) Third parties -
- Pihak berelasi 3,637,817) - 3,637,817) Related parties -
Beban bunga yang masih harus
dibayar 10,364) - 10,364) Accrued interest expenses
4,490,012) - 4,490,012)
Liabilitas derivatif Derivative payables
- Pihak ketiga 1,079,112) - 1,079,112) Third parties -
- Pihak berelasi 34,548) - 34,548) Related parties -
1,113,660) - 1,113,660)
Dipindahkan 126,991,714) - 126,991,714) Carry forward
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LAPORAN POSISI KEUANGAN KONSOLIDASIAN PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL
PROFORMA TANGGAL 31 DESEMBER 2025 POSITION AS OF 31 DECEMBER 2025
(Disajikan dalam jutaan Rupiah, kecuali dinyatakan lain) (Expressed in millions of Rupiah, unless otherwise stated)
Penyesuaian dan Saldo proforma
eliminasi proforma/ konsolidasian/
Proforma Proforma
31 Desember/ adjustments and consolidated
December 2025 eliminations amount
LIABILITAS, DANA SYIRKAH
TEMPORER DAN EKUITAS LIABILITIES, TEMPORARY SYIRKAH
(lanjutan) FUNDS AND EQUITY (continued)
LIABILITAS (lanjutan) LIABILITIES (continued)
Pindahan 126,991,714) - 126,991,714) Carried forward
Liabilitas akseptasi Acceptance payables
- Pihak ketiga 2,593,524) - 2,593,524) Third parties -
- Pihak berelasi 621,016) - 621,016) Related parties -
3,214,540) - 3,214,540)
Utang pajak: Taxes payables:
- Pajak penghasilan badan 59,067) 122,808 181,875) Corporate income tax -
- Pajak lain-lain 147,794) 10,335 158,129) Other taxes -
206,861) 133,143 340,004)
Efek-efek yang diterbitkan: Securities issued:
- Utang obligasi 6,794,041) - 6,794,041) Bonds payable -
Beban bunga yang masih harus
dibayar 29,416) - 29,416) Accrued interest expenses
6,823,457) - 6,823,457)
Pinjaman yang diterima: Borrowings:
- Pihak ketiga 26,143,984) (3,500,000) 22,643,984) Third parties -
- Pihak berelasi 12,506,250) -) 12,506,250) Related parties -
Biaya transaksi yang belum
diamortisasi (80,055) -) (80,055) Unamortized transaction costs
Beban bunga yang masih harus
dibayar 166,705) (29,921) 136,784) Accrued interest expenses
38,736,884) (3,529,921) 35,206,963)
Akrual 462,934) - 462,934) Accruals
Pinjaman subordinasi 3,335,000) - 3,335,000) Subordinated loans
Beban bunga yang masih harus
dibayar 10,621) - 10,621) Accrued interest expenses
3,345,621) - 3,345,621)
Liabilitas imbalan kerja karyawan: Employee benefits liabilities:
- Imbalan kerja jangka pendek 632,186) - 632,186) Short-term employee benefits -
- Imbalan pascakerja dan Post-employment benefits and -
imbalan kerja jangka panjang other long-term employee benefits))
lainnya 611,710) (96,416) 515,294)
1,243,896) (96,416) 1,147,480)
Liabilitas sewa 408,940) - 408,940) Lease liabilities
Liabilitas lain-lain 1,027,853) 362,883) 1,390,736) Other liabilities
JUMLAH LIABILITAS 182,462,700) (3,130,311) 179,332,389) TOTAL LIABILITIES
DANA SYIRKAH TEMPORER TEMPORARY SYIRKAH FUNDS
Bukan bank Non-bank
Tabungan mudharabah Mudharabah saving deposits
- Pihak ketiga 881,717) - 881,717) Third parties -
- Pihak berelasi 4,918) - 4,918) Related parties -
886,635) - 886,635)
Deposito mudharabah Mudharabah time deposits
- Pihak ketiga 9,015,221) - 9,015,221) Third parties -
- Pihak berelasi 27,895) - 27,895) Related parties -
9,043,116) - 9,043,116)
JUMLAH DANA SYIRKAH TOTAL TEMPORARY SYIRKAH
TEMPORER 9,929,751) - 9,929,751) FUNDS
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LAPORAN POSISI KEUANGAN KONSOLIDASIAN PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL
PROFORMA TANGGAL 31 DESEMBER 2025 POSITION AS OF 31 DECEMBER 2025
(Disajikan dalam jutaan Rupiah, kecuali dinyatakan lain) (Expressed in millions of Rupiah, unless otherwise stated)
Penyesuaian dan Saldo proforma
eliminasi proforma/ konsolidasian/
Proforma Proforma
31 Desember/ adjustments and consolidated
December 2025 eliminations amount
LIABILITAS, DANA SYIRKAH LIABILITIES, TEMPORARY SYIRKAH
TEMPORER DAN EKUITAS FUNDS AND EQUITY (continued)
(lanjutan)
EKUITAS SHAREHOLDERS’ EQUITY
Ekuitas yang diatribusikan kepada Equity attributable to owners
pemilik entitas induk of the parent
Modal saham: Share capital:
Modal dasar Rp 300.000 Authorized capital of Rp 300,000
terdiri dari: 15.000.000.000 saham consists of: 15,000,000,000 shares
dengan nilai nominal with par value of
Rp 20 (nilai penuh) per saham Rp 20 (full amount) per share
Modal ditempatkan dan disetor
penuh sebesar 10.645.945.748 Issued and fully paid-up capital
saham 212,919) - 212,919) of 10,645,945,748 shares
Tambahan modal disetor 17,562,271) - 17,562,271) Additional paid-in capital
Reserve on revaluation of fixed
Cadangan revaluasi aset tetap 940,515) - 940,515) assets
Lindung nilai arus kas (194,749) - (194,749) Cash flow hedge
Cadangan nilai wajar - bersih 45,191) - 45,191) Fair value reserve - net
Transaksi dengan kepentingan-non- Transaction with non-controlling
pengendali (24,267) - (24,267) interest
Saldo laba Retained earnings
- Dicadangkan 42,953) - 42,953) Appropriated -
- Belum dicadangkan 28,608,134) 539,859 29,147,993) Unappropriated -
28,651,087) 539,859 29,190,946)
Komponen ekuitas lainnya 260,801) - 260,801) Other equity components
47,453,768) 539,859 47,993,627)
Kepentingan non-pengendali 6,001,946) - 6,001,946) Non-controlling interest
JUMLAH EKUITAS 53,455,714) 539,859 53,995,573) TOTAL EQUITY
JUMLAH LIABILITAS, DANA
SYIRKAH TEMPORER DAN TOTAL LIABILITIES, TEMPORARY
EKUITAS 245,848,165) (2,590,452) 243,257,713) SYIRKAH FUNDS AND EQUITY
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LAPORAN LABA RUGI DAN PENGHASILAN PRO FORMA CONSOLIDATED STATEMENT OF PROFIT
KOMPREHENSIF LAIN KONSOLIDASIAN PROFORMA OR LOSS AND OTHER COMPREHENSIVE INCOME
UNTUK TAHUN YANG BERAKHIR 31 DESEMBER 2025 FOR THE YEAR ENDED 31 DECEMBER 2025
(Disajikan dalam jutaan Rupiah, kecuali dinyatakan lain) (Expressed in millions of Rupiah, unless otherwise stated)
Penyesuaian dan Saldo proforma
eliminasi proforma/ konsolidasian/
Proforma Proforma
31 Desember/ adjustments and consolidated
December 2025 eliminations amount
PENDAPATAN DAN BEBAN OPERATING INCOME
OPERASIONAL AND EXPENSES
Pendapatan bunga 19,015,916) 90,121 19,106,037) Interest income
Pendapatan syariah 5,219,244) - 5,219,244) Sharia income
24,235,160) 90,121 24,325,281)
Beban bunga (7,834,273) - (7,834,273) Interest expenses
Beban syariah (488,984) - (488,984) Sharia expenses
(8,323,257) - (8,323,257)
PENDAPATAN BUNGA DAN NET INTEREST
SYARIAH BERSIH 15,911,903) 90,121 16,002,024) AND SHARIA INCOME
Provisi dan komisi: Fee and commission:
Pendapatan provisi dan komisi 2,081,194) -) 2,081,194) Fee and commission income
Beban provisi dan komisi (589,132) (8,750) (597,882) Fee and commission expense
1,492,062) (8,750) 1,483,312)
Pendapatan operasional: Operating income:
Pendapatan operasional lainnya 596,787) 831,973 1,428,760) Other operating income
Keuntungan dari selisih kurs dan Net gains on foreign exchange and
transaksi derivatif bersih 438,270) - 438,270) derivative transactions
1,035,057) 831,973 1,867,030)
Beban operasional: Operating expenses:
Beban kepegawaian (5,523,545) (228,974) (5,752,519) Personnel expenses
General and administrative
Beban umum dan administrasi (3,887,349) -) (3,887,349) expenses
Pembentukan cadangan kerugian
penurunan nilai (8,046,544) 7,757) (8,038,787) Allowance for impairment losses
Beban operasional lainnya (657,666) -) (657,666) Other operating expenses
(18,115,104) (221,217) (18,336,321)
PENDAPATAN OPERASIONAL
BERSIH 323,918) 692,127 1,016,045) NET OPERATING INCOME
PENDAPATAN (BEBAN) NON-OPERATING INCOME
NON-OPERASIONAL (EXPENSES)
Pendapatan non-operasional 15,503) - 15,503) Non-operating income
Beban non-operasional (58,094) - (58,094) Non-operating expenses
(42,591) - (42,591)
LABA SEBELUM PAJAK
PENGHASILAN 281,327) 692,127 973,454) INCOME BEFORE INCOME TAX
BEBAN PAJAK PENGHASILAN (383,456) (152,268) (535,724) INCOME TAX EXPENSE
(RUGI) LABA BERSIH (102,129) 539,859 437,730 NET (LOSS) INCOME
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LAPORAN LABA RUGI DAN PENGHASILAN PRO FORMA CONSOLIDATED STATEMENT OF PROFIT
KOMPREHENSIF LAIN KONSOLIDASIAN PROFORMA OR LOSS AND OTHER COMPREHENSIVE INCOME
UNTUK TAHUN YANG BERAKHIR 31 DESEMBER 2025 FOR THE YEAR ENDED 31 DECEMBER 2025
(Disajikan dalam jutaan Rupiah, kecuali dinyatakan lain) (Expressed in millions of Rupiah, unless otherwise stated)
Penyesuaian dan Saldo proforma
eliminasi proforma/ konsolidasian/
Proforma Proforma
31 Desember/ adjustments and consolidated
December 2025 eliminations amount
PENGHASILAN KOMPREHENSIF
LAIN: OTHER COMPREHENSIVE INCOME:
Pos-pos yang tidak akan
direklasifikasi Items that will not be reclassified
ke laba rugi to profit or loss
Gain on revaluation of
Keuntungan revaluasi aset tetap -) - -) fixed assets
Pengukuran kembali liabilitas Remeasurements of employee
imbalan kerja karyawan (110,120) - (110,120) benefits liabilities
Pajak penghasilan terkait pos-pos Income tax relating to items that will
yang tidak akan direklasifikasi ke not be
laba rugi 24,225) - 24,225) reclassified to profit or loss
(85,895) - (85,895)
Pos-pos yang akan direklasifikasi Items that will be reclassified
ke laba rugi to profit or loss
Lindung arus kas: Cash flow hedge:
Bagian efektif dari perubahan Effective portion of changes in
nilai wajar (274,313) - (274,313) fair value
Jumlah yang ditransfer ke laba Amount transferred to profit or
rugi (115,729) - (115,729) loss
Keuntungan yang belum direalisasi
atas perubahan nilai wajar efek- Unrealized gains on fair value
efek yang diukur pada nilai wajar changes of securities measured
melalui penghasilan komprehensif at fair value through
lain 41,714) - 41,714) other comprehensive income
Pajak penghasilan terkait pos-pos Income tax relating to items that will
yang akan direklasifikasi ke laba be
rugi 56,576) - 56,576) reclassified to profit or loss
(291,752) - (291,752)
PENGHASILAN KOMPREHENSIF OTHER COMPREHENSIVE
LAIN TAHUN BERJALAN, INCOME FOR THE
SETELAH PAJAK PENGHASILAN (377,647) - (377,647) YEAR, NET OF INCOME TAX
JUMLAH (RUGI) LABA TOTAL COMPREHENSIVE
KOMPREHENSIF TAHUN (LOSS) INCOME FOR THE
BERJALAN, SETELAH PAJAK (479,776) 539,859 60,083 YEAR, NET OF INCOME TAX
(RUGI) LABA BERSIH YANG NET (LOSS) PROFIT
DIATRIBUSIKAN KEPADA: ATTRIBUTABLE TO:
Pemilik entitas induk 505,557) 539,859 1,045,416) Owners of the parent
Kepentingan non-pengendali (607,686) - (607,686) Non-controlling interest
(102,129) 539,859 437,730)
JUMLAH (RUGI) LABA TOTAL COMPREHENSIVE
KOMPREHENSIF YANG (LOSS) INCOME ATTRIBUTABLE
DIATRIBUSIKAN KEPADA: TO:
Pemilik entitas induk 248,351) 539,859 788,210) Owners of the parent
Kepentingan non-pengendali (728,127) - (728,127) Non-controlling interest
(479,776) 539,859 60,083)
Total penerimaan dari transaksi ini jika menggunakan The proceeds from this transaction if using balance as
saldo posisi 31 Desember 2025 adalah sebesar Rp of 31 December 2025 is amounted to Rp 21,411,411.
21.411.411.
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IV. SUMMARY OF VALUATION REPORT AND FAIRNESS OPINION REPORT ON TRANSACTION
The Company has appointed KJPP Wawat Jatmika & Rekan with Business License No. 2.15.0133 based on
the Decree of the Minister of Finance No. 851/KM.1/2015 dated 23 November 2015, with a valuer registered as
a capital market supporting professional at the OJK with a Registered Certificate (STTD) of Capital Market
Supporting Professional No. STTD.PB-27/PJ-1/PM.02/2023 (“KJPP-WJR”) as an independent valuer to
conduct a valuation of the Loan Portfolio and Loan Asset and provide an opinion on the fairness of the
Transaction. The following is a summary of the valuation report for Loan Portfolio and Loan Asset and opinion
on the fairness of the Company’s Transaction.
A. PENSION LOAN PORTFOLIO’S ASSET VALUATION SUMMARY
The following is a summary of the valuation report on Loan Portfolio and Loan Asset, being the
objects of the Transaction as outlined in the Valuation Report No. 00049/2.0133-
00/BS/07/0466/1/V/2026 dated 22 May 2026, signed by Antoni Tris, MAPPI (Cert), No. STTD.PB-
27/PJ-1/PM.02/2023.
1. Status of Valuer
This assignment is carried out by independent valuer who is one of Public Valuer in KJPP-
WJR. The Public Valuer and KJPP-WJR have been granted with all required permits and
registered as Valuer in the Ministry of Finance of the Republic of Indonesia with License No.
2.15.0133 and OJK with STTD Capital Market No. STTD.PB-27/PJ-1/PM/02/2023.
The valuation is carried out objectively and impartially and the valuer also does not have
any potential conflict of interest with the valuation object, the Company and the intended
user. All valuers, experts, and staff in the assignment are one unit of the assignment team
under the coordination of licensed valuer or the person in charge of the valuation who has
the competence to carry out the valuation.
2. Valuation Object
The valuation object are financial assets items owned by the Company and presented in
the Company and its subsidiaries’ Audited Consolidated Financial Statements, relating to
pension loan portfolio, as at valuation date as follows:
a. Assets
i. Loans
Pensioners
Other institutions' employee
ii. Accrued interest income
iii. Prepayments
Loans insurance
Pension loan business partner
3. Type of Ownership Rights
The Company has full ownership of the Loan Portfolio and Loan Asset.
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4. Valuation Currency
The currency used in this assignment is Indonesian Rupiah.
5. Valuation Premises
This valuation will be carried out with the premise that the valuation object will continue to be
managed operationally by the Company.
6. Purposes and Objective
The purpose of this valuation is to form an independent opinion of Market Value of valuation
object for Transaction plan purposes.
7. Basis of Value
The basis of value is Market Value. Definition of Market Value in accordance with Indonesian
Valuer Code of Conduct and Indonesian Valuation Standard (KEPI & SPI) VII Edition 2018
and Revised Edition 2020 effective 1 September 2020 and POJK 35/2020 is as follows:
“Market Value is the estimated amount of money that can be obtained or paid for the exchange
of an asset or liability on the valuation date between a willing buyer and a willing seller in arm’s
length transaction, after a proper marketing and where the parties had each acted
knowledgeably, prudently, and without compulsion”. (SPI 101.3.1 and POJK 35/2020).
8. Date of Valuation
Date of valuation is 31 December 2025.
9. Investigation Level
This engagement is conducted with an investigation limitation as follows:
a) KJPP-WJR does not conduct any due diligence on the Company's financial statements.
b) There are relevant data and information that are taken from reliable sources.
c) Review, calculation and analysis can be carried out properly without being hindered by
any hidden or intentionally withheld information.
d) Items which are significantly different from the investigation level will be disclosed and
stated in the written report.
10. Valuation Assumptions
a) The valuation report that will be issued is a non-disclaimer opinion.
b) This valuation will be based on the principle of information and data integrity. We based
this valuation on the accuracy, reliability and completeness of all financial information and
other information provided by the Company or which is generally available which is
essentially true, complete and not misleading.
c) KJPP-WJR assumes that all information and data from the Company related to the
assignment is true, complete and reliable, and nothing is not disclosed that will affect this
valuation.
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11. Limiting Conditions
a) Information obtained from national and international publications and/or other parties as
mentioned in the valuation report is considered appropriate and reliable, but the Valuer
bears no responsibility if it proves that the information provided is not in accordance with
the actual facts. Information stated without mentioning its source is the result of our analysis
of existing data and information, examination of documents or information from authorised
government agencies. The responsibility to verify the accuracy of such data and information
rests solely with the Company.
b) This valuation will be prepared based on general conditions of financial, monetary,
regulatory and market that existed at the valuation date.
c) If used in this valuation, financial projections will be provided and prepared by
management, which we will review for its reasonableness. Management is responsible for
the achievement of financial projections and the company's financial performance in the
future. KJPP-WJR is responsible for valuation opinions and value conclusions.
d) The valuer is not obliged to give testimony or appear in court in connection with this report,
in the event of a dispute over the valuation object, without prior written agreement with the
Company.
e) KJPP-WJR has no interest, neither now nor in the future in both the object of valuation
and the amount of value of the object valued. The amount of our fee does not depend on
the amount of value reported or vice versa.
f) It is important to note that figures presented in this report may be resulted from the
rounding process.
12. Valuation Approach and Methods
In conducting the valuation of valuation object, we applied Asset Approach and Income
Approach.
Asset Approach with Adjusted Net Asset Method (ANAM) was used because majority of
valuation objects are monetary assets that represent the right to receive a fixed or determinable
amount of cash.
Income Approach with the Discounted Cash Flow (DCF) method was used because the
majority of the valuation object, which is pensioners loans receivables, generate cash flows
consisting of repayment of loan principals and its interest payment.
13. Valuation Conclusion
Based on KJPP-WJR’s analysis and having considered all the relevant information, the
prevailing market conditions, KJPP-WJR conclude that Market Value of Valuation Object as of
31 December 2025 is: IDR 20,613,061,000,000 (twenty trillion six hundred thirteen billion sixty
one million Rupiah)
B. SUMMARY OF FAIRNESS OPINION REPORT ON THE TRANSACTION
The following is a summary of the fairness opinion report on the Transaction based on Report No.
No. 00050/2.0133-00/BS/07/0466/1/V/2026 dated 24 May 2026, signed by Antoni Tris, MAPPI (Cert),
No. STTD.PB-27/PJ-1/PM.02/2023.
1. Parties to the Transaction
The parties involved in the Transaction are the Company and the Purchaser.
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2. Fairness Opinion Analysis Object
The fairness opinion analysis object is the proposed sale and purchase transaction of financial
assets items owned by the Company and presented in the Company and its subsidiaries’
Audited Consolidated Financial Statements, relating to pension loan portfolio, as follows:
a. Assets
i. Loans
Pensioners
Other institutions' employee
ii. Accrued interest income
iii. Prepayments
Loans insurance
Pension loan business partner
3. Purpose and Objectives
The purpose and objective of the fairness opinion engagement is related to the sale and
purchase transaction plan of financial assets items relating to pension loan portfolio of the
Company which is intended to comply with the provisions of POJK 17/2020.
4. Investigation Level
This fairness opinion is carried out by means of an investigation which includes data and
information collection from the management of the company which is then verified through
interviews.
The valuer does not carry out the following activities or analysis:
a. Due diligence on the financial statements is not carried out and the review of the information
in the financial statements is only carried out for assignment purposes.
b. Due diligence on legal aspects including the legality of the object of analysis of the fairness
opinion was not carried out.
c. Analysis of the tax impact for the parties related to the Transaction plan.
d. Other transactions other than those mentioned in the fairness opinion analysis object.
e. Items which are significantly different from the investigation level will be disclosed and
stated in the written report.
5. Engagement Assumption
a. The fairness opinion report that will be issued is a non-disclaimer opinion.
b. This fairness opinion will be based on the principle of information and data integrity. We
based this fairness opinion on the accuracy, reliability and completeness of all financial
information and other information provided by the Company or which is generally available
which is essentially true, complete and not misleading.
c. We assume that all information and data from the Company management related to the
assignment is true, complete and reliable, and nothing is not disclosed that will affect this
fairness opinion.
d. Transaction plan will be carried out as disclosed by the Company's management and in
accordance with the agreement and the reliability of information regarding the Transaction
plan.
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e. There were no significant changes to the assumptions used in this fairness opinion between
the issuance date of the fairness opinion and the effective date of the transaction.
6. Limiting Conditions
a. This opinion must be viewed as a whole and that the use of part of the analysis and
information without considering the entire information and analysis may lead to a
misleading view of the process underlying the opinion. The preparation of this opinion is a
complex process and may not be carried out through an incomplete analysis.
b. This opinion is also prepared based on the general financial, monetary, regulatory and
market conditions existing at the time the report was issued.
c. This fairness opinion analysis uses financial projections made by management which we
have reviewed for fairness, management is responsible for achieving the company's
financial projections and financial performance in the future. We are responsible for fairness
opinions.
d. We did not conduct due diligence on the Company or the transacting parties.
e. We did not conduct an investigation or evaluation of the validity of the Transaction plan
from a legal perspective and the implications of the taxation aspect, therefore we do not
provide an opinion on the legal and taxation impacts of this Transaction plan. The services
we provide to the Company in connection with this Transaction plan are only the provision
of a fairness opinion on the Transaction plan to be carried out and not accounting, auditing
or taxation services. We do not conduct research on the validity of the Transaction plan
from a legal perspective and the implications of the taxation aspect of the Transaction plan.
f. We hereby state that our assignment does not include analyzing transactions outside the
purpose of the Transaction plan that may be available to the Company as well as the effect
of these transactions on the Transaction plan, nor is it an analysis of the most possible and
optimal use of a Transaction plan.
g. Our assignment related to this Transaction plan does not constitute and cannot be
interpreted in any form, a review or audit or implementation of certain procedures for
financial information. Nor can the work be intended to reveal weaknesses in internal control,
errors, or irregularities in financial reporting or violations of law. In addition, we do not have
the authority and are not in a position to obtain and analyze other forms of transactions
outside of the Transaction plan that exist and may be available to the Company and the
effects of these transactions on this Transaction plan.
h. Our assignment also does not include providing testimony before the court, tax office, or
other institutions.
i. In preparing the fairness opinion report on the Transaction plan, KJPP-WJR acts
independently without any conflict of interest and is not affiliated with the Company or
parties affiliated with the Company. KJPP-WJR also has no personal interests or benefits
related to this assignment.
7. Fairness Opinion Methodology
In evaluating the fairness of the proposed Transaction, KJPP-WJR has carried out (a)
transaction analysis, namely the identification and relationship between the parties involved in
the Transaction, the agreements and conditions agreed upon in the Transaction, and an
assessment of the risks and benefits of the Transaction; (b) qualitative analysis, in the form of
the Company's history and the nature of business activities, industrial analysis, analysis of the
Company's operations and prospects, analysis of Transactions, as well as qualitative profits
and losses on Transactions which can be seen in Chapter 3 and quantitative analysis, in the
form of an assessment of potential the company's income, assets, liabilities and financial
condition as well as incremental analysis; and (c) analysis of the fairness of the proposed
Transaction value, which is carried out by comparing the price agreed and the Company's
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management statement, with the Market Value of the Transaction object as at valuation date
based on the Pension Loan Portfolio’s Asset of the Company's Valuation Report published by
KJPP-WJR.
8. Fairness Analysis
Based on POJK 35/2020 in relation to the fairness of the transaction value, the upper and
lower limits on the value range should not exceed 7.5% with the following details:
Description Transaction Limitations In Rupiah
Transaction Price Upper
7.5% above Market Value Rp22,159,041 million
Limit
Market Value of Transaction Object Rp20,613,061 million
Transaction Price Lower
7.5% below Market Value Rp19,067,081 million
Limit
9. Conclusion
Based on the fairness analysis of the proposed Transaction which was carried out including
analysis of the transaction, qualitative and quantitative analysis, and analysis of the fairness of
the proposed Transaction value, we are of the opinion that the Transaction plan is FAIR.
V. STATEMENT OF THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS
The Board of Directors and Board of Commissioners of the Company state the following:
1. the Transaction is a Material Transaction, and the Transaction does not potentially disrupt the business
continuity of the Company; and
2. the Transaction is not an Affiliated Party Transaction, and the Transaction does not contain any conflict of
interest as referred to in POJK 42/2020.
The Board of Directors and Board of Commissioners of the Company, severally and collectively, are fully liable
for the completeness and accuracy of all material information or facts contained in this Disclosure of Information
and emphasize that the disclosed information is correct and there are no material information or facts that are
not disclosed which may cause this Disclosure of Information to be misleading.
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VI. ADDITIONAL INFORMATION
This Disclosure of Information is made for the interest of the Company’s shareholders, the public and interested
parties. If there are questions regarding this Disclosure of Information, please submit them in writing to the
Company, addressed to:
PT Bank SMBC Indonesia Tbk
Menara SMBC, 29th Floor
CBD Mega Kuningan
JL. Dr. Ide Anak Agung Gde Agung, Kav 5.5 - 5.6
South Jakarta 12950
Telephone: (021) 30026200; Fax: (021) 30026308
Email: corporate.secretary@smbci.com
Thus, this Disclosure of Information is made to fulfill the provisions of applicable regulations.
Jakarta, 25 May 2026
PT Bank SMBC Indonesia Tbk
Board of Directors
***
25
Names mentioned 68 people and organisations named in the text · linked when the evidence is strong
unresolved
person
Dr. Ide Anak Agung Gde Agung
p.1 ×3
unresolved
org
Minister of Law
p.3 ×2
unresolved
org
Minister of Law and Human Rights
p.3
unresolved
org
Financial Services Authority
p.3
unresolved
org
Arbitrase Nasional Indonesia
p.6
unresolved
org
PT Bank Tabungan Pensiunan Nasional
p.8
unresolved
person
Komar Andasasmita
· Notaris
p.8
unresolved
person
Dedeh Ramdah Sukarna
p.8
unresolved
org
Minister of Justice
p.8 ×3
unresolved
org
Bandung District Court
p.8
unresolved
person
Ashoya Ratam
· Notaris
p.8 ×7
unresolved
person
Ratam
p.9
unresolved
org
PT Datindo Entrycom
p.9 ×2
unresolved
person
Titik Krisna Murti Wikaningsih Hastuti
· Notaris
p.10 ×6
unresolved
person
Tituk Krisna Murti WH
p.10
unresolved
org
Bank Tabungan
p.10
unresolved
org
Bank Tabungan Pos. Bank Tabungan
p.10
unresolved
org
Bank Tabungan Negara. Based
p.10
unresolved
person
Muhani Salim
· Notaris
p.11
unresolved
org
South Jakarta District Court
p.11
unresolved
org
Pengaturan Badan Usaha Milik Negara
p.11
unresolved
org
Bank Indonesia
p.13 ×4
unresolved
org
Bank Indonesia Giro
p.13
unresolved
org
KJPP Wawat Jatmika & Rekan
p.19
unresolved
org
KJPP Wawat Jatmika
p.19
unresolved
org
Minister of Finance
p.19
unresolved
person
Antoni Tris
p.19 ×2
unresolved
org
Ministry of Finance
p.19
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
Rule parser
Needs review
confidence 0.091
4460 ms
12 Sep 2026 22:18
Raw output
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'appraiser_name': '',
'assets': [],
'currency': None,
'fact_type': '',
'issuer_name': '',
'kind': 'MATERIAL_FACT',
'kjpp_name': '',
'letter_number': '',
'object_text': '',
'object_truncated': False,
'parties': [],
'pct_of_equity': None,
'reference_period': '',
'requires_rups': None,
'rups_date': None,
'ticker': '',
'transaction_date': None,
'valuation_date': None,
'value': None}