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20260512_BFIN_Laporan Informasi dan Fakta Material_32090522_lamp3.pdf
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CHANGES AND/OR ADDITIONAL INFORMATION REGARDING INFORMATION DISCLOSURE
PLAN TO TRANSFER REPURCHASE SHARES IN ACCORDANCE WITH OJK REGULATION NO. 29
OF 2023 THROUGH THE IMPLEMENTATION OF THE MANAGEMENT & EMPLOYEE STOCK
OPTION PLAN (MESOP PROGRAM)
PT BFI Finance Indonesia TBK
(“The Company”)
Line of Business:
General business activities in financing services
Domiciled in
Tangerang Selatan
Head Office:
BFI Tower Sunburst CBD Lot 1.2
Jl. Kapt Soebianto Djojohadikusumo
BSD City – Tangerang Selatan 15322
Phone No. +62 21 2965 0300
Website : www.bfi.co.id
Email corsec@bfi.co.id
The General Meeting of Shareholders to decide on the planned transfer of treasury
shares through the MESOP Program will be held in Tangerang Selatan on May 20, 2026.
Changes and/or Additional Information to this Information Disclosure published in
Tangerang Selatan on May 12, 2026 forms part of the supplement to the disclosure
previously published on May 8, 2026, and inseparable from the Information Disclosure that
was announced on April 13, 2026
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TRANSFER OF TREASURY SHARES THROUGH THE MESOP PROGRAM
The Company conducted share buybacks from August 4, 2025 to October 31, 2025 and from February
23, 2026 to March 17, 2026, under fluctuating market conditions as stipulated in OJK Circular Letter No.
13/SEOJK.04/2023 and OJK Regulation No. 29 of 2023.
As reported by the Company in Letter No. Corp/Sjn/L/X/25-0219 dated October 31, 2025, and Letter No.
Corp/IWN/L/III/26-0054 dated March 17, 2026, the number of shares repurchased is as follows:
Number of Shares
Period Legal Basis Acquisition Cost
Repurchased
1. OJK Regulation No. 13/2023;
190,000,000
2. OJK Letter No. S-17/D.04/2025
dated March 18, 2025 regarding
August 4, (recorded as the
Policies on the Implementation of
2025 – Company’s Treasury
Share Buybacks by Public Rp147,311,728,616. -
October 31, Stock in the
Companies in Conditions of
2025 Financial
Significant Market Fluctuations;
Statements as of
and
December 31, 2025)
3. OJK Regulation No. 29/2023.
1. OJK Regulation No. 13/2023;
2. OJK Letter No. S-102/D.04/2025
dated September 17, 2025
February 23,
regarding Policies on the
2026 –
Implementation of Share 100,000,000 Rp76,095,661,475. -
March, 17
Buybacks by Public Companies
2026
in Conditions of Significant
Market Fluctuations; and
3. OJK Regulation No. 29/2023.
Total 290,000,000 Rp223,407,390.091. -
Time Limit for the Transfer of Repurchased Shares
In accordance with the provisions of Article 16 paragraph (1) of POJK 29/2023, the time limit for the
transfer of repurchased shares shall not exceed 3 (three) years following the completion of the share
repurchase. Taking into account the end of the buyback periods for:
• the first phase, namely October 31, 2025, for 190,000,000 shares
• the second phase, namely March 17, 2026, for 100,000,000 shares
Thus, the total number of treasury shares recorded is 290,000,000 shares.
In accordance with applicable regulations, the transfer of treasury shares must be carried out no
later than 3 (three) years from the end date of the First Phase Share Buyback, namely no later than
October 31, 2028.
In this regard, the Company plans to transfer these treasury shares through the Management and
Employee Stock Option Plan (MESOP).
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PURPOSE OF THE TRANSFER OF TREASURY SHARES THROUGH THE MESOP PROGRAM
The Company is engaged in the financing industry to continuously improve service quality and
achieve consistent performance growth, a strong commitment from management and all
employees is required in executing appropriate strategies. This aims to generate optimal
performance while sustaining long-term business growth. The MESOP program is designed to foster
a sense of ownership in the Company, thereby improving the performance of each MESOP Program
participant, which will ultimately enhance the Company’s performance.
Since the MESOP does not involve the issuance of new shares, the Company's shareholders will not be
subject to dilution.
MANAGEMENT AND EMPLOYEE STOCK OPTION PROGRAM (MESOP PROGRAM)
The MESOP program will be implemented after the Company obtains approval from the Company's
Extraordinary General Meeting of Shareholders which is planned to be held on May 20, 2026 with the
following details:
MESOP Program Participants
Directors and Senior Employees with specific positions as determined by the Board of Commissioners
acting in their capacity as the Company’s Nomination and Remuneration Committee, provided that
such employees are listed in the Company’s personnel records 14 (fourteen) days prior to the option
grant date. MESOP Program Participants will be determined by the Company’s Board of Directors,
taking into account the recommendations of the Company’s Nomination and Remuneration
Committee.
Senior Employees are permanent employees who are key personnel with a minimum of 10 years of
service, holding strategic decision-making positions within the Company, including managers and
department heads, and meet the following criteria for MESOP program participants:
a) Performance evaluations as determined by the Company’s Nomination and Remuneration
Committee.
b) Demonstrating good behavior and uphold the Company’s core values.
Number of Treasury Shares Transferred for the MESOP Program
The MESOP Program provides MESOP Program Participants with the opportunity to purchase
290,000,000 (two hundred ninety million) treasury shares.
Transfer Price of Treasury Shares for the MESOP Program
The exercise price for the transfer of Treasury Shares through the MESOP Program will be determined
by the Board of Commissioners, not lower than the average repurchase price of the treasury shares.
The average closing price for trading from January 12 to April 10, 2026, was Rp722.23 (seven hundred
twenty-two rupiah and twenty-three cents).
Assuming that the purchase price set by the Board of Commissioners is at least Rp722.23, the total
amount payable by employees, Directors, and/or the Board of Commissioners is Rp209,446,700,000
(two hundred nine billion four hundred forty-six million seven hundred thousand rupiah).
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The Exercise Price must be paid in full by MESOP Program Participants during the implementation
period determined by the Company.
Based on the latest Amendment to the Articles of Association, Deed No. 1 dated June 3, 2025, drawn
up before Shanti Indah Lestari, S.H., M.Kn., Notary in Tangerang Regency, regarding the approval of
changes to the issued and paid-up capital, which has been received and recorded in the Legal Entity
Administration System database of the Ministry of Law of the Republic of Indonesia through Letter of
Receipt of Notification of Amendment to the Articles of Association No. AHU-0045866.AH.01.02 of 2025
dated July 14, 2025, the following is a breakdown of the share capital structure before and after the
implementation of the MESOP Program:
BEFORE AFTER
Number of Total Nominal Number of Total Nominal
% %
Shares Value (Rp25) Shares Value (Rp25)
Authorized Capital 20,000,000,000 500,000,000,000 - 20,000,000,000 500,000,000,000 -
Issued and Fully Paid-Up
Capital:
Trinugraha Capital & Co SCA 7,688,125,938 192,203,148,450 51.12% 7,688,125,938 192,203,148,450 51.12%
Ownership of Commissioners,
Directors, and Employees
Commissioners and Directors 398,926,680 9,973,167,000 2.65% 598,926,680 14,973,167,000 3.98%
Shareholders from the MESOP
- - - 90.000.000 2.250.000.000 0.60%
Program (Employees)
Public with ownership below
6,662,331,002 166,558,275,050 44.30% 6,662,331,002 166,558,275,050 44.30%
5%
Treasury Shares
(buyback August 4, 2025 -
290,000,000 7,250,000,000 1.93% - - -
October 31, 2025 and February
23, 2026 – March 17, 2026)
Total Issued and Fully Paid-Up
15,039,383,620 375,984,590,500 75.20% 15,039,383,620 375,984,590,500 75.20%
Capital
Shares in Portfolio 4,960,616,380 124.015.409.500 24.80% 4,960,616,380 124,015,409,500 24.80%
Since the MESOP Program provides incentives for Program Participants based on their performance
within the Company, shares resulting from the exercise of Option Rights are not subject to lock-up.
Therefore, they can be traded after the Option Participants exercise the MESOP Program.
MESOP Program Implementation Stages
No INFORMATION ESTIMATED DATE
1 The selection of participants and the allocation of stock options 2 June 2026
to each participant will be determined based on the
participants’ performance evaluation for the 2025 fiscal year, as
well as an additional allocation for participants whose
performance meets the standards set by the Commissioner
overseeing the Remuneration and Nomination Committee as of
March 31, 2026.
2 Determination of the Exercise Price of Option Rights by the 2 June 2026
Company's Board of Commissioners.
3 Distribution Date of Option Rights to MESOP Program Participants. 5 June 2026
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No INFORMATION ESTIMATED DATE
4 Distribution Date of Option Rights to MESOP Program 5 June 2026
Participants.
5 MESOP Program Implementation Period
PHASE I - 1 July 2026 to 31
July 2026
- 2 November 2026
to 30 November
2026
PHASE II - 3 May 2027 to
31 May 2027
- 1 October 2027 to
29 October 2027
PHASE III - 1 March 2028 to
31 March 2028
- 1 August 2028 to 28
August 2028
Provisions regarding the Termination of Participant Option Rights
1. Option rights to purchase shares held by MESOP Program Participants may not be transferred by
the Participant to any other party.
2. Option rights will be forfeited if the Participant resigns or if the Participant is subject to disciplinary
action due to a violation of the Company’s regulations.
3. Option rights not exercised to purchase shares by the expiration date of the Option Rights
exercise will be forfeited by law and may not be used to purchase shares of the Company.
GENERAL MEETING OF SHAREHOLDERS
The General Meeting of Shareholders (GMS) to discuss the approval of the transfer of treasury shares
to Program participants will be held in Tangerang Selatan on May 20, 2026. The GMS announcement
on April 13, 2026, and the GMS notice published on April 28, 2026, both through the Indonesia Stock
Exchange website www.idx.co.id, eASY-KSEI, and the Company's website www.bfi.co.id.
Agenda Items
Approval of the transfer of shares from the share buyback (Treasury Shares) through the
Implementation of the Employee and/or Board of Directors and Board of Commissioners Stock
Ownership Program (Management and Employee Stock Option).
The EGMS will be held in accordance with the provisions of the Company's Articles of Association and
OJK Regulation No. 15/POJK.04/2020 concerning the Planning and Implementation of General
Meetings of Shareholders of Issuers or Public Companies. Therefore, agenda items related to the
MESOP Program may be held if the GMS is attended by more than 1/2 (one half) of the total shares
with valid voting rights held by the Shareholders. Resolutions of the GMS are valid if approved by more
than 1/2 (one half) of the total shares with valid voting rights held by the Company's Shareholders.
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Second Meeting
If a quorum is not achieved, a second GMS may be held, provided that the second GMS may be held
if it is attended by more than 1/2 (one half) of the total shares with valid voting rights held by the
Shareholders.
Resolution of the second GMS is valid if approved by more than 1/2 (one-half) of the total number of
shares with valid voting rights held by the Shareholders present at the second GMS.
Third Meeting
If the attendance quorum for the second GMS is not reached, a third GMS may be held, provided that
the third GMS is valid and has the authority to make decisions if attended by Shareholders of shares
with valid voting rights, within the attendance quorum determined by the Financial Services Authority
upon the request of the Public Company.
This information disclosure is prepared to comply with the provisions of OJK Regulation No.
15/POJK.04/2020 and OJK Regulation No. 29 of 2023.
Tangerang Selatan, May 12, 2026
PT BFI Finance Indonesia Tbk
Directors
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Shanti Indah Lestari
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Financial Services Authority
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