20260508_BFIN_Laporan Informasi dan Fakta Material_32078985_lamp3.pdf

                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;
              2. OJK Letter No. S-17/D.04/2025              190,000,000
                 dated March 18, 2025 regarding
 August 4,
                 Policies on the Implementation           (recorded as the
 2025 –
                 of Share Buybacks by Public            Company’s Treasury       Rp147,311,728,616. -
 October 31,
                 Companies in Conditions of             Stock in the Financial
 2025
                 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 in
 2026
                 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).

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).

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 -
October 31, 2025 and             290,000,000      7,250,000,000    1.93%                -                 -        -
February 23, 2026 – March
17, 2026)

Total Issued and Fully Paid-
                               15,039,383,620   375,984,590,500   75.20% 15,039,383,620     375,984,590,500 75.20%
Up 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                                5 June 2026
            Participants.
    4       Distribution Date of Option Rights to MESOP Program                                5 June 2026
            Participants.

   No                         INFORMATION                                        ESTIMATED DATE
    5     MESOP Program Implementation Period
          PHASE I                                                                3 August 2026 s/d
                                                                                  31 August 2026
          PHASE II                                                               2 August 2027 s/d
                                                                                  31 August 2027
          PHASE III                                                              3 August 2028 s/d
                                                                                  31 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.

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 8, 2026
                                   PT BFI Finance Indonesia Tbk
                                             Directors