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20240503_AGRS_Laporan Informasi dan Fakta Material_31634095_lamp2.pdf

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Page 1
                    DISCLOSURE OF INFORMATION TO SHAREHOLDERS
    In the Context of Transferring Shares from the Buyback of Shares (Treasury Shares)



                                 PT BANK IBK INDONESIA Tbk.

                                    BUSINESS ACTIVITIES
                            Engaged in the banking business sector

                                        HEAD QUARTERS
                                   Wisma GKBI Floor UG-01
                                   Jl. Gen. Sudirman No. 28
                               Central Jakarta 10210, Indonesia
                     Telephone: +62 21 5790 8888 ; Fax: +62 21 5790 6888
                       Email: corsec@ibk.co.id; Website: www.ibk.co.id

                                      SERVICE NETWORK
          1 head office, 1 main branch office, 11 branch offices, 20 sub-branch offices


PT BANK IBK INDONESIA Tbk ("Company") conveys this disclosure of information to the
Company's shareholders in connection with the Company's plan to implement an
Employee Shares Ownership Program ("ESOP") by providing shares to ESOP Program
participants, through share transfer the Company's treasury obtained from the buyback of
shares in connection with the takeover and merger of the Company in 2019 with a total of
20,158,930 (twenty million one hundred fifty eight thousand nine hundred thirty) shares
or 0.05% (zero point zero five percent) of issued and fully paid shares in the Company.
This ESOP program will not cause dilution of share ownership because there will be no
issuance of new shares.



The Company's management is responsible for the completeness and correctness of all
information or material facts contained in this information disclosure and confirms that all
information or material facts have been submitted so that there is no information or
material facts that have not been stated which could cause the information to be incorrect
and/or misleading.


This Information Disclosure is made in order to comply with the provisions of Financial
Services Authority Regulation Number 30/POJK.04/2017 concerning the Buyback of Shares
Issued by Public Companies as has been revoked by Financial Services Authority Regulation
Number 29 of 2023 concerning the Buyback of Shares Issued by Companies Open.
Page 2
                    I. Background and Objectives of the ESOP Program

The Company has carried out the repurchase of the Company's shares in 2019, the total
number of Treasury Shares (as defined below) that have been repurchased to date is
20,158,930 (twenty million one hundred fifty eight thousand nine hundred thirty) shares or
0.05% (zero point zero five percent) of the shares issued and fully paid up in the Company
("Treasury Shares").

In accordance with Financial Services Authority Regulation no. 29 of 2023 concerning the
Buyback of Shares Issued by Public Companies ("POJK 29/2023"), Public Companies that (i)
have obtained approval from the General Meeting of Shareholders ("GMS") regarding the
buyback of shares and/or (ii) are In the period for carrying out the transfer of repurchased
shares before POJK 29/2023 comes into force, you must still follow the provisions stipulated
in Financial Services Authority Regulation Number 30/POJK.04/207 ("POJK 30/2017"). Thus,
the Company will continue to follow the provisions stipulated in POJK 30/2017 because (i)
the Company has obtained GMS approval regarding share buybacks before the enactment
of POJK 29/2023, namely on 31 May 2019 and (ii) on the date this Information Disclosure is
published, The Company is still within the period for implementing the transfer of Treasury
Shares.

In accordance with the provisions of Articles 14 and 15 POJK 30/2017, the Company is
obliged to transfer the shares resulting from the buyback within a period of 3 (three) years
after the completion of the share buyback or a longer period as regulated in POJK 30/2017.

In accordance with Article 17.c POJK 30/2017, one form of transfer of shares resulting from
the buyback is the implementation of the ESOP program. This ESOP program is provided as
a form of appreciation for the participants' dedication and hard work in actively
contributing to the Company. Apart from that, this ESOP program is expected to be able to
motivate, maintain and form Company incentives for participants in order to increase the
Company's values and sense of ownership of the Company, so that it will improve the
performance of each ESOP participant which will ultimately improve the Company's
performance.
Page 3
                 II. Treasury Share Transfer Plan for the ESOP Program

The Company intends to transfer Treasury Shares through the ESOP Program in a maximum
amount of 20,158,930 (twenty million one hundred fifty eight thousand nine hundred thirty)
shares or 0.05% (zero point zero five percent) of the issued and fully paid shares in Company.
The right to acquire ESOP shares can be exercised no later than the closing of the Company's
Annual General Meeting of Shareholders for the 2024 financial year which will be held in
2025.

The plan to transfer Treasury Shares through the ESOP program will require shareholder
approval at the Company's Extraordinary General Meeting of Shareholders ("EGMS") which
will be held on June 11, 2024.

The ESOP Program is an offering program to employees who meet the criteria and
requirements to own Company shares, which in this case is the granting of the ESOP Program
participants the right to own shares in the Company's Treasury Shares.

The following is information regarding the ESOP Program:
1. Amount Allocated
   The number of shares allocated to ESOP Program participants at this stage is a maximum
   of 20,158,930 (twenty million one hundred fifty eight thousand nine hundred thirty) shares
   or 0.05% (zero point zero five percent) of the total issued and paid-up shares Company and
   is currently controlled by the Company and recorded as Treasury Shares.

2. ESOP Program Participants
   a. Given to permanent employees of the Company
   b. ESOP program participants will be divided into the following positions:
      1) Top level critical positions: Division Head and Branch Manager
      2) Mid-level critical positions: Head of Department (Department Head) and Head of Sub
         Branch Office (Sub Branch Manager)
      3) Talent Pool: Employees below this level who have consistently received excellent
         performance evaluations in the last 3 years.
      4) Other employees

3. Share Distribution Period
   The ESOP Program will be implemented within a period of 1 (one) year from the approval
   of the EGMS Decision on this ESOP Program, taking into account the provisions of
   applicable capital market regulations. Shares can be distributed to ESOP Program
   participants in several stages to be determined by the Company's Board of Directors.
Page 4
4.   ESOP Program Share Status
     Treasury shares that have been distributed and transferred in connection with the
     implementation of the ESOP Program have the same rights, position and degree in all
     respects as shares that have been fully paid up in the Company, including the right to
     dividends and can issue voting rights at the GMS and other actions. other corporations
     that will be implemented by the Company.

5. ESOP Program Requirements
    a. The Company has obtained EGMS approval to implement the ESOP Program;
    b. ESOP Program participants cannot transfer ESOP shares to other parties, either in whole
       or in part, within a period of 1 (one) year after they are received by each participant;
       And
    c. Other requirements determined by the Board of Directors have been fulfilled.

Pro forma Capital and Shareholder Composition of the Company Before and After the ESOP
Program:
                                Before implementing          After Implementation
                                  the ESOP program               ESOP Program
          Information
                                Number of           %    Number of shares         %
                                shares
 Authorized capital             60.000.000.000             60.000.000.000
 Issued and Paid-up Capital
 1. Industrial Bank of Korea    35.227.362.385 93,24       35.227.362.385         93,24
 2. PT Bumi Indawa Niaga           285.000.000      0,75      285.000.000           0,75
 3. PT Anugrah Cipta Mould         132.327.000      0,35      132.327.000           0,35
   Indonesia Tbk
 4. PT Bank IBK Indonesia Tbk       20.158.930      0,05                 -             -
   (Treasury)
 5. Masyarakat                   2.118.355.750      5.61    2.138.514.680           5.66
 Amount of Issued and Fully     37.783.204.065       100   37.783.204.065            100
 Paid Capital


                            III. General Meeting of Shareholders

Plans for the transfer of Treasury Shares through the ESOP Program will require shareholder
approval at the Company's EGMS which will be held on June 11 2024 with due observance of
Financial Services Authority Regulation Number 15/POJK.04/2020 concerning Plans and
Organizing General Meetings of Shareholders of Public Companies and the Company's articles
of association.
Page 5
                              IV. Additional information

For further information regarding matters as disclosed in this Disclosure of Information,
                                   please contact:

                                  Corporate Secretary
                              PT Bank IBK Indonesia Tbk
                               Wisma GKBI Floor UG-01
                               Jl. Gen. Sudirman No. 28
                           Central Jakarta 10210, Indonesia
                 Telephone: +62 21 5790 8888 ; Fax: +62 21 5790 6888
                   Email: corsec@ibk.co.id; Website: www.ibk.co.id



                                  Jakarta, 03 Mei 2024
                               PT Bank IBK Indonesia Tbk.
                                         Direksi

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Names mentioned 6 people and organisations named in the text · linked when the evidence is strong

linked org BANK IBK INDONESIA Tbk. p.1 ×14
linked org Industrial Bank of Korea p.4
unresolved org Financial Services Authority p.1 ×5
unresolved org PT Bumi Indawa Niaga p.4
unresolved org PT Anugrah Cipta Mould p.4
unresolved org Indonesia Tbk p.4

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