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20240304_BJBR_Pemanggilan RUPS_31592542_lamp3.pdf
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INVITATION
ANNUAL GENERAL MEETING OF SHAREHOLDERS 2023
PT BANK PEMBANGUNAN DAERAH JAWA BARAT DAN BANTEN, Tbk.
The Board of Directors of PT Bank Pembangunan Daerah Jawa Barat dan Banten, Tbk. (hereinafter
referred to as “the Company"), domiciled in Bandung, hereby invites the Company Shareholders to
attend the Annual General Meeting of Shareholders 2023 (hereinafter referred to as "the Meeting")
which will be held on:
Day / Date : Tuesday, April 2, 2024
Time : 09.00 WIB onward
Venue : Grand Ballroom Trans Hotel Bandung
Jl. Gatot Subroto No. 289, Bandung City, 40273
Mechanism : The Meeting will be held electronically through the Electronic General
Meeting System ("eASY.KSEI") facility and physically.
The Meeting will be held with the following Agenda:
1. Approval of the Annual Report including ratification of the Company's Consolidated
Financial Statements and Report on the Implementation of Supervisory Duties of the
Board of Commissioners for the 2023 financial year as well as granting of full release and
discharge (acquit et de charge) to the Board of Directors for their actions in managing the
Company and the Board of Commissioners for their actions in supervising the Company
already carried out during the 2023 financial year.
Explanation of the First Meeting Agenda
Referring:
- Article 69 of Law No. 40 of 2007 on Limited Liability Companies as amended several times
lastly by Government Regulation in lieu of Law No. 2022 on Job Creation ("UUPT"); and
- Article 11 of the Company's Articles of Association.
The Company will present the main points of the Board of Commissioners' Supervisory Report,
Annual Report and Consolidated Financial Statements to obtain approval and ratification from
the Meeting, which includes the Company's performance and achievements as well as matters
that have been carried out by the Board of Commissioners in carrying out supervisory functions
throughout the financial year 2023, as well as granting full release and discharge (acquit et de
charge) to the Board of Directors and the Board of Commissioners to the extent that the actions
have been reflected in the report.
2. Approval of the determination of the use of the Company's net profit including the
distribution of dividends for the 2023 financial year.
Explanation of the Second Meeting Agenda
Referring:
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- Article 70 and Article 71 of UUPT; and
- Article 11 of the Company's Articles of Association.
The Company will present a proposal to determine the use of the Company's net income to be
distributed to Shareholders as cash dividends and the remaining net income to be designated
as reserves and/or retained earnings, including authorizing the Board of Directors to determine
the schedule and procedures for dividend payments in accordance with applicable regulations.
3. Appointment of a Public Accountant and a Public Accounting Firm to audit the
Company's financial statements for the 2024 financial year.
Explanation of the Third Meeting Agenda
Referring:
- Article 59 of POJK Number 15/POJK.04/2020 regarding the Plan and Implementation of
General Meeting of Shareholders of Public Companies ("POJK 15/2020"); and
- Article 11 of the Company's Articles of Association
The Company will present a proposal to authorize the Company's Board of Commissioners to
appoint a Public Accountant and Public Accounting Firm to audit the Company's Financial
Statements for the Financial Year 2024, with the following criteria:
a. Has a license in accordance with the applicable laws and regulations; and
b. Registered with the Indonesia Financial Services Authority.
4. Approval of Updating the Company's Recovery Plan.
Explanation of the Fourth Meeting Agenda
Referring:
- Article 3 paragraph (1) and Article 31 paragraph (2) of POJK Number 14/POJK.03/2017
regarding the Recovery Plan for Systemic Banks (“POJK 14/2017”).
The Company will present the main points of updating the Company’s Recovery Plan which has
been compiled and submitted by the Company to the Indonesia Financial Services Authority
(“OJK”).
5. Amendment to the Company's Articles of Association.
Explanation of the Fifth Meeting Agenda
The Company will present the proposed amendments to the Company's Articles of Association
in accordance with the following provisions:
- POJK Number 17 of 2023 regarding Governance Implementation for Commercial Bank
which revokes POJK Number 55/POJK.03/2016 dated December 7, 2016 regarding
Governance Implementation for Commercial Bank (“POJK 17/2023”); and
- Other regulations related to the Company's business activities.
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6. Changes in the Company's Management.
Explanation of the Sixth Meeting Agenda
Referring:
- Article 15 and 18 of the Company's Articles of Association.
The Company will present the proposed candidates for the members of the Board of
Commissioners and Board of Directors of the Company, to obtain the approval of the Meeting.
Notes:
1. This Meeting Invitation in accordance with the Company's Articles of Association is an official
invitation to the Company's Shareholders and can be accessed through the Company's website
(https://ir.bankbjb.co.id/page/rups), the Indonesia Stock Exchange website
(https://idx.co.id/id) and the KSEI website (https://www.ksei.co.id/), so that the Company is not
required to send separate invitations to Shareholders.
2. Shareholders who are entitled to attend/the proxies and vote at the Meeting are Shareholders
whose names are registered in the Company's Register of Shareholders and/or registered in the
securities account at PT Kustodian Sentral Efek Indonesia ("KSEI") at the close of trading of the
Company's shares on Friday, March 1, 2024 at 16.00 WIB ("Eligible Shareholders").
3. Participation of Eligible Shareholders in the Meeting can be done with the following
mechanism:
a. attend the Meeting electronically through the eASY.KSEI application and attend the
Meeting through zoom on the Acuan Kepemilikan Sekuritas KSEI facility (“AKSes.KSEI”);
b. physically attend the Meeting with the obligation to follow the security and health
protocols applicable to the venue where the Meeting is held. By taking into account the
situation and conditions related to the implementation of the Meeting and the limited
capacity of the room, the Company may limit the number of Shareholders who physically
attend the Meeting; or
c. represented by other parties by granting the proxy to an independent party appointed by
the Company or other parties, with the following provisions:
1) A proxy may be granted using an electronic proxy (e-Proxy) through the eASY.KSEI
application or by written proxy letter using the proxy form which can be downloaded
on the Company's website (https://ir.bankbjb.co.id/page/rups).
2) The completed Written proxy letter must be submitted to the Company's Securities
Administration Bureau, namely PT Datindo Entrycom with the address Jl. Hayam
Wuruk No. 28, 2nd Floor, Central Jakarta - 10120, Tel. (021) 350 8077 Fax. (021) 350
8078, on any business day from the date of the invitation to the Meeting until no later
than Wednesday, March 27, 2024 at 16.00 WIB.
4. The company urges eligible shareholders to attend electronically or grant electronic proxy (e-
Proxy) through the eASY.KSEI application, taking into consideration the following matters:
a. Shareholders of the Company who can use the eASY.KSEI application are shareholders
whose shares are kept in the collective custody of KSEI.
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b. Shareholders of the Company must first be registered in the AKSes.KSEI facility. For
shareholders who have not registered, please first register through the website
(https://akses.ksei.co.id/).
c. Shareholders must inform their attendance or appoint their proxies and/or submit their
voting choices on the eASY.KSEI application, no later than 12.00 WIB on 1 (one) business
day before the date of the Meeting.
d. Shareholders who will attend electronically or give their proxy electronically to the
Meeting through the eASY.KSEI application, must pay attention to the following matters:
1) Registration process;
2) Submitting questions and/or opinions electronically process;
3) Voting process;
4) Impressions of the Meeting.
e. Guidelines for registration, operation, and further explanation regarding eASY.KSEI and
AKSes.KSEI can be downloaded through the website https://easy.ksei.co.id and/or the
website (https://akses.ksei.co.id/).
5. Eligible Shareholders who will be physically present, must fulfill the following provisions:
a. Eligible Shareholders (or their proxies) who will attend are required to bring and submit a
photocopy of their valid identity to the registration officer before entering the Meeting
room.
b. Shareholders in the form of Legal Entities are requested to bring a photocopy of their
Articles of Association and the deed of the latest and effective composition of the Board of
Directors and Board of Commissioners in accordance with applicable regulations.
c. Shareholders in the collective custody of KSEI are required to show Written Confirmation
for the Meeting ("KTUR") to the registration officer before entering the Meeting room,
which can be obtained during business hours at the Securities Company or at the
Custodian Bank where the Shareholder opens its securities account.
6. Eligible Shareholders who own shares in script may attend the Meeting physically, while still
referring to point 5.
7. Materials related to the agenda of the Meeting are available on the Company's website
(https://ir.bankbjb.co.id/page/rups) and can be downloaded from the date of this Invitation
until the date of the Meeting.
8. To facilitate the organization and orderliness of the Meeting, the Eligible Shareholders or their
proxies are kindly requested to be at the Meeting venue no later than 30 (thirty) minutes before
the Meeting starts.
Bandung, March 4, 2024
PT BANK PEMBANGUNAN DAERAH JAWA BARAT DAN BANTEN, Tbk.
BOARD OF DIRECTORS
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Names mentioned 5 people and organisations named in the text · linked when the evidence is strong
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PT Bank Pembangunan Daerah Jawa Barat
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Financial Services Authority
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PT Kustodian Sentral Efek Indonesia
p.3
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org
PT Datindo Entrycom
p.3
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