Jakarta, November 18, 2025 – The Extraordinary General Meeting of Shareholders (RUPSLB) of PT Bank Tabungan Negara (Persero) Tbk (BTN) has officially approved the spin-off of its Sharia Business Unit (UUS) to PT Bank Syariah Nasional (BSN). Through this decision, all rights and obligations of BTN's UUS will be transferred to BSN. The merger between BTN's UUS and Bank Victoria Syariah will position BSN as the second-largest Islamic commercial bank in Indonesia, with total assets exceeding Rp70 trillion.
BTN President Director Nixon LP Napitupulu stated that the total assets of BTN's UUS had already met the threshold stipulated in Article 59 of POJK 12/2023 since the fourth quarter of 2023. Based on BTN's audited 2023 financial report published in Q1 2024, UUS assets reached Rp54.3 trillion.
“Therefore, as a conventional commercial bank, the Company is required to carry out the spin-off of its UUS,” Nixon said during the RUPSLB at Menara I BTN, Jakarta.
He explained that the spin-off was carried out by considering the positive growth prospects of the Islamic economy in the future. This move is seen as a strategic step to strengthen BTN's role within the national banking ecosystem while delivering positive impacts for the company, customers, the Islamic banking industry, and the broader economy.
“The spin-off is also aligned with a more supportive regulatory environment, such as POJK 16/2022, which encourages the transformation of UUS into full-fledged Islamic Commercial Banks (BUS). This will enable stronger synergy between the parent company and its subsidiary, improving product and service quality while enhancing operational efficiency,” Nixon added.
The policy is also in line with the Islamic Banking Development and Strengthening Roadmap (RP3SI) 2023 – 2027 initiated by the Otoritas Jasa Keuangan (OJK). The roadmap promotes accelerated growth through key strategies, including UUS consolidation and spin-offs, strengthening governance, expanding access to Islamic banking services, and increasing support for micro and small enterprises.
From a performance perspective, BTN's UUS has shown strong growth over the past five years. Between 2020 and 2024, assets grew at a CAGR of 16.36%, financing increased by 15.04%, and third-party funds (DPK) rose by 20.12%. The UUS contribution to BTN's total assets also increased from 9.14% in 2020 to 12.90% in 2024.
Currently, BTN's UUS network consists of 35 Sharia Branch Offices (KCS), 76 Sharia Sub-Branch Offices (KCPS), and 589 Sharia service outlets across Indonesia. With largely separated IT infrastructure and competent human resources, the UUS is considered ready to operate independently.
“Consistent growth reflects the readiness of BTN's UUS to stand alone as a full-fledged Islamic commercial bank,” Nixon said.
Following the spin-off, all UUS assets and liabilities will be officially transferred to BSN. The final transfer will be confirmed in BSN's RUPSLB on November 19, 2025. After the merger, BSN's total assets are projected to reach Rp71.3 trillion, making it the second-largest Islamic bank in Indonesia.
BTN has also prepared a Group Principle Guideline (GPG) to govern the relationship between the parent company and its subsidiary. This framework aims to ensure alignment, consistency, accountability, regulatory compliance, efficiency, and adaptability.
Amid increasing competition in the banking industry, BSN will implement its Corporate Plan 2025 –2029, focusing on five key strategies: strengthening sustainable Sharia financing, improving risk management by reducing Non-Performing Financing (NPF), increasing low-cost funds through digital innovation, boosting fee-based income, and expanding access to housing financing for low-income communities and millennials.
As the parent company, BTN is well-positioned to support BSN's growth. The synergy between BTN and BSN is expected to create balanced growth between conventional and Sharia businesses, while strengthening BTN's image as an inclusive, innovative, and sustainability-oriented banking group.
“With the approval of this spin-off, all rights, obligations, and responsibilities of BTN's UUS will be transferred to BSN on the effective date of separation, which will be determined soon,” Nixon concluded.
