Jakarta, March 26, 2025 – The Annual General Meeting of Shareholders (AGMS/RUPST) of PT Bank Tabungan Negara (Persero) Tbk (BTN) approved the company’s plan to acquire an Islamic commercial bank (BUS), PT Bank Victoria Syariah (BVIS), as part of the spin-off plan for BTN’s Sharia Business Unit, BTN Syariah. With this approval, BTN will proceed with submitting the acquisition permit application to the regulator.
In addition to approving the acquisition of BVIS shares, BTN’s AGMS also approved the restructuring plan in preparation for the spin-off of BTN’s Sharia business. Based on BTN’s 2024 financial statements, BTN’s Sharia Business Unit (UUS), BTN Syariah, showed strong performance, as reflected in total assets reaching Rp60.56 trillion as of December 2024.
“With this condition, in accordance with Article 59 of POJK (Financial Services Authority Regulation) No. 12 of 2023, BTN is required to separate the company’s Sharia Business Unit,” said BTN President Director Nixon LP Napitupulu after the AGMS for Fiscal Year 2024 at BTN Tower I, Harmoni, Central Jakarta, on Wednesday (March 26).
Nixon explained that the separation scheme for BTN’s Sharia Business Unit will be carried out by first acquiring a Sharia commercial bank, after which BTN Syariah will be integrated into the acquired bank.
Previously, on January 20, 2025, BTN announced a disclosure regarding a Conditional Sales Purchase Agreement (CSPA) with the shareholders of Bank Victoria Syariah (BVIS). Under this agreement, BTN will acquire 100% of BVIS shares from its shareholders: PT Victoria Investama Tbk, PT Bank Victoria International Tbk, and Balai Harta Peninggalan (BHP) Jakarta.
Through this acquisition, Nixon stated that BTN will become the full owner of Bank Victoria Syariah, holding up to 100% of all issued and fully paid capital in BVIS, with a total nominal value of Rp1.06 trillion. BTN will purchase BVIS using internal funding that has been prepared in accordance with the bank’s business plan.
Referring to Law No. 19 of 2003 on State-Owned Enterprises (BUMN) and the Ministerial Regulation on BUMN Corporate Actions of 2023, the proposed restructuring of the Sharia Business Unit requires approval from the Minister of State-Owned Enterprises. In this case, the Minister must first obtain approval from the President.
Furthermore, Nixon explained that once approved, the spin-off of BTN Syariah may be eligible for tax incentives as long as it is categorized as restructuring to improve performance and increase company value.
Nixon expressed his appreciation to BTN shareholders. “We thank the shareholders for approving BTN to carry out this corporate action. BTN hopes that the next process will proceed smoothly in accordance with regulations and the timeline established in the bank’s business plan,” Nixon said.
Based on the timeline, BTN will submit the acquisition permit application for Bank Victoria Syariah to the Financial Services Authority (OJK) as the banking regulator. After receiving regulatory approval, BTN will separate its Sharia Business Unit, BTN Syariah, and integrate it into BVIS to form a new Sharia commercial bank. The entire process is expected to be completed by Q3 2025, allowing BTN Syariah to operate as a Sharia commercial bank before the end of the year.
“BTN Syariah has great potential to become a strong competitor in the national Sharia banking industry because it has a unique position as the leading player in Indonesia’s Sharia mortgage market. Through the spin-off into a Sharia commercial bank, BTN Syariah is expected to achieve asset growth reaching Rp100 trillion within the next three years,” Nixon stated.
In addition, BTN’s AGMS also approved a dividend distribution of 25%, amounting to Rp751.83 billion, from the 2024 net profit of Rp3 trillion. Meanwhile, the remaining 75%, or Rp2.25 trillion, will be allocated as retained earnings to support business development.
The dividend distribution is equivalent to Rp53.57 per share, to be distributed to shareholders consisting of the Government of the Republic of Indonesia (60%) and the public (40%).
Nixon stated that the dividend distribution for fiscal year 2024 reflects BTN’s commitment to increasing its contribution to the government, as well as efforts to enhance shareholder value for investors.
“The 25% dividend distribution will still maintain BTN’s capital ratio above the regulator’s requirements in 2025. With this dividend distribution, BTN hopes investor support will become even stronger,” Nixon said.
The AGMS also approved several other agenda items, including the Annual Report and ratification of the company’s financial statements, determination of salaries/honoraria and benefits for fiscal year 2025, performance incentives for fiscal year 2024 for the Board of Directors and Board of Commissioners, appointment of the Public Accountant (AP) and/or Public Accounting Firm (KAP), proposed write-off limit, amendments to the Articles of Association, and changes to the company’s management composition.
Regarding write-offs, BTN’s AGMS approved the write-off of uncollectible receivables that had previously been written off in the amount of Rp318 billion. This write-off limit will remain effective until a new limit is determined by the General Meeting of Shareholders.
“The write-off is carried out based on the Company’s Articles of Association and implemented in accordance with the company’s applicable policies and procedures, while taking into account prevailing laws and regulations,” Nixon explained.
Furthermore, Nixon stated that BTN will continue its expansion and transformation efforts in line with the company’s long-term vision through 2029, which is to become the “Main Partner in the Financial Empowerment of Indonesian Families.”
By the end of 2024, BTN recorded credit and financing distribution of Rp357.97 trillion, increasing 7.3% year-on-year (yoy). Meanwhile, third-party funds (DPK) reached Rp381.67 trillion, growing 9.1% yoy. With growth in both loans and DPK, BTN recorded total assets of Rp469.61 trillion at the end of 2024, increasing 7.03% compared to the previous year.
This year, Nixon stated that BTN’s assets are expected to surpass Rp500 trillion, supported by credit and financing growth of around 7–8% yoy, and DPK growth targeted at 8–9% yoy.
“With the business strategy and consistent transformation we continue to implement, BTN remains optimistic in growing its business, especially in providing financing access for the public to achieve homeownership dreams, while still applying prudential principles amid various challenges,” Nixon concluded.
Changes in the Board of Commissioners and Directors
At BTN’s AGMS, shareholders approved changes to the company’s management structure. The composition based on the AGMS results is as follows:
Board of Commissioners
-
President Commissioner
: Suryo Utomo* -
Vice President Commissioner
: Dwi Ary Purnomo* -
Independent Commissioner
: Patricia Machreza Paloh* -
Independent Commissioner
: Ida Nuryanti* -
Independent Commissioner
: Panangian Simanungkalit* -
Commissioner
: Fahri Hamzah*
Board of Directors
-
President Director
: Nixon LP Napitupulu* -
Deputy President Director
: Oni Febriarto Rahardjo* -
Director of Human Capital, Compliance & Legal
: Eko Waluyo* -
Director of Finance & Strategy
: Nofry Rony Petroa* -
Director of Consumer Banking
: Hirwandi Gafar* -
Director of Risk Management
: Setiyo Wibowo* -
Director of IT
: Tan Jacky Chen* -
Director of Network and Retail Funding
: Rully Setiawan* -
Director of Operations
: I Nyoman Sugiri Yasa* -
Director of Corporate Banking
: Helmy Afrisa Nugroho* -
Director of Commercial Banking
: Hermita Akmal* -
Director of Treasury & International Banking
: Venda Yunarti*
*Effective after obtaining approval from the Financial Services Authority (OJK) through the Fit and Proper Test and in accordance with applicable regulations.
“We convey our highest respect, appreciation, and deepest gratitude to the members of the Board of Directors and Board of Commissioners who have contributed and dedicated their service to BTN during their term. For their dedication, contribution, and leadership in helping BTN grow and advance the national economy. May all contributions become an important milestone in BTN’s history and serve as motivation in every step forward,” said Chandra M. Hamzah in closing the AGMS for Fiscal Year 2024.
t.t.d
Ramon Armando
Corporate Secretary
PT Bank Tabungan Negara (Persero) Tbk
Phone 021 633 6789, email csd@btn.co.id
