20240229_BDMN_Pemanggilan RUPS_31581819_lamp3.pdf

                  6. Approval of Amendments to the Company's Articles of Association.

General Provisions:

1. This Meeting Invitation is the official invitation to the Company’s Shareholders. The
   Company will not send a separate meeting invitation to the Shareholders. The
   Company also publishes this Meeting Invitation through Indonesia Stock Exchange’s
   website, eASY.KSEI and Company’s website.

2. Shareholders who are entitled to attend or to be represented in the Meeting are
   Shareholders whose names are registered in the Shareholders Register of the Company
   on 28 February 2024 at 4:00 p.m. West Indonesia Time, whereas for Shareholders
   whose shares are in collective custody of PT Kustodian Sentral Efek Indonesia ("KSEI"),
   shall be based on the record of share account balance at the closing of Indonesia Stock
   Exchange trading session on 28 February 2024.

3. Shareholders, whose shares are not yet on KSEI collective custody or with their eligible
   representative, that plan to attend the Meeting, must show the original or submit the
   copy of Collective Share Certificate and the copy of Identity Card (“ID”) to the
   Registration Officer before entering into the Meeting room. For the Shareholders whose
   shares are in KSEI collective custody or their eligible representative that plan to attend
   the Meeting, must show the original of the Written Confirmation to Attend the Meeting
   (Konfirmasi Tertulis Untuk Rapat - “KTUR”) that can be obtained through Members of
   Bourse or Custodian Bank and copy of ID.

4. Shareholders who are unable to attend or choose to not attend the Meeting may be
   represented by their proxies, with the following terms:
     a. Referring to the Financial Services Authority Regulation, the Company has
         provided an alternative for shareholders to provide electronic proxy (e-Proxy) to
         an Independent Party appointed by the Company to represent the Shareholders
         to attend and vote at the Meeting through the platform of Electronic General
         Meeting System (“eASY.KSEI”) provided by KSEI. The appointed Independent
         Party is the Company’s securities administration bureau, PT Adimitra Jasa
         Korpora. In the event that power of attorney is granted with e-Proxy, no
         legalization is required as mentioned in point d.
     b. The representation shall be based on a legitimate power of attorney in a form
         acceptable to the Board of Directors of the Company or in accordance with the
         standard form of power of attorney that can be obtained during office hours at
         the Head Office of the Company or can be directly downloaded through the
         Company’s website.
     c. Members of the Board of Directors, Board of Commissioners and employees of
         the Company may act as any Shareholders’ representative in the Meeting,
         provided that their votes shall not be included in the total number of votes casted
         in the Meeting.
     d. The Power of Attorney from the Shareholders domiciled overseas shall be
         legalized by Notary and apostylized or legalized by an authorized official in the
         local country.
     e. The completed Power of Attorney Form shall be submitted to the Company via
         Share Administration Bureau, PT Adimitra Jasa Korpora (“AJK”) at Kirana
         Boutique Office, Jl. Kirana Avenue III Blok F3 No.5 Kelapa Gading - Jakarta Utara

         14250, Phone: +6221-29745222, Fax. +6221-29289961, email: opr@adimitra-
         jk.co.id, no later than Thursday dated 21 March 2024 at 12:00 p.m. West
         Indonesia Time.

5. The representative of Shareholders in the form of legal entity (“Corporate
   Shareholders”) is required to submit that among others:
     a. Copy of the existing and applicable Articles of Association of the Corporate
        Shareholders.
     b. Copy of the documents with regards to the appointment of incumbent members
        of the Board of Directors and the Board of Commissioners.
     c. Copy of ID Card from the Attorney/Principal of the Power of Attorney (when
        authorized).

   to the Company via AJK at the address as stated point 4.e above no later than
   Thursday 21 March 2024, at 12:00 p.m. West Indonesia Time.

6. Shareholders’ attendance mechanism via e-RUPS:
     a. Shareholders who will attend the Meeting with e-RUPS and e-Voting modules in
        eASY.KSEI application, must first be registered through https://akses.ksei.co.id 1
        day prior to the Meeting before 12:00 Western Indonesian Time.
     b. Shareholders and the proxies will receive a notification email 1 day prior to the
        Meeting.
     c. Shareholders and the proxies must have an account in the KSEI Securities
        Ownership Reference facility (“AKSes KSEI”) in order to access the Meeting link.
     d. Webinar link is accessible through AKSes Web and AKSes Mobile.
     e. In the Meeting Day, the Shareholders who will attend the Meeting with e-RUPS
        and e-Voting modules must first do self-registration electronically in eASY KSEI
        through https://akses.ksei.co.id.

7. The Company suggests the Shareholders to authorize the electronic proxy (e-Proxy)
   through eASY.KSEI Application, with the following procedures:
     a. Shareholders must first be registered in the KSEI Securities Ownership Reference
        facility (“AKSes KSEI”). If the Shareholders have not been registered, please sign
        up by accessing the AKSes KSEI website (https://akses.ksei.co.id/).
     b. Shareholders who have been registered as KSEI AKSes users, may authorize their
        proxies electronically (e-Proxy) through eASY.KSEI platform by logging in the
        eASY.KSEI Application.
     c. Shareholders may declare their proxies and votes, change the appointment of
        their proxy and/or change the votes for agenda of the Meeting, as well as revoke
        the proxies, within the period as of the date of this Invitation until 1 (one)
        working day before the date of the Meeting or at the latest on Thursday, 21
        March 2024, at 12:00 Western Indonesian Time.
     d. Guidelines for registration, usage and further explanation in regard to eASY.KSEI
        may be accessed to the eASY.KSEI Application.

8. The Shareholders of the Company are advised to read in advance the Meeting’s Rules
   which can be downloaded through the Company’s website and shall be distributed to
   the Shareholders before they enter the Meeting room.

9. In order to facilitate the proper arrangement of the Meeting, the Shareholders or their
   representatives are respectfully requested to present at the Meeting no later than 30
   (thirty) minutes before the meeting starts.

Quorum of Attendance and Voting Tabulation

1. The Meeting shall be valid and can be conducted and pass binding decision if it is
   attended by the Shareholders or the valid Shareholders proxies that represent at least
   2/3 (two-thirds) of the total shares issued by the Company with valid voting rights.

2. The Meeting decision must be taken based on the deliberation and consensus. In the
   event that consensus decision cannot be reached, the decision shall be valid if it is
   approved by more than 2/3 (two-thirds) of the total shares issued by the Company
   with valid voting rights who are attended or represented in the Meeting.


The explanation of the Meeting agenda is available and can be accessed through the
Company's website www.danamon.co.id.

Materials of the Meeting are available at the Company’s Head Office on the date of the
Invitation of the Meeting and can be obtained by submitting a written request to the
Company’s Corporate Secretary or can be downloaded directly from the Company’s
website.

                             THE EXPLANATION OF
               THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
                       PT BANK DANAMON INDONESIA TBK


Agenda 1:

  i.    Approval of the Company’s annual report for financial year ended on 31
        December 2023.
  ii.   Approval of the Company's consolidated financial statement for the financial
        year ended on 31 December 2023.
 iii.   Approval of the supervisory report of the Company's Board of Commissioners
        for the financial year ended on 31 December 2023.
 iv.    Approval to give acquit and discharge (“volledig acquit et décharge”) to the
        Board of Directors and the Board of Commissioners as well as Sharia
        Supervisory Board of the Company for their management and supervision in
        the financial year ended on 31 December 2023.


Observing Article 18 and Article 20 of the Company's Articles of Association in
conjunction with Article 66, Article 67, Article 68, and Article 69 of the Law No. 40 of
2007 on the Limited Liability Company (“Company Law”), to propose to the Meeting
to:

   i.   approve the annual report for financial year ended on 31 December 2023.
  ii.   approve/validate the consolidated financial statements for financial year ended
        on 31 December 2023 which was audited by the Public Accountants Firm of
        Imelda & Rekan (a member firm of Deloitte Touche Tohmatsu Limited) as
        described in the Independent Auditor’s Report dated 16 February 2024, Number
        00015/2.1265/AU.1/07/0849-3/1/II/2024 with an unmodified opinion.
 iii.   approval the supervisory report of the Board of Commissioners of the Company
        for the financial year ended on 31 December 2023.
 iv.    acquit and discharge (“volledig acquit et decharge”) to the Board of Directors
        and the Board of Commissioners as well as Sharia Supervisory Board of the
        Company for their management and supervision in the financial year ended on
        31 December 2023, provided that the management and supervision actions are
        reflected in the Company’s annual report for the financial year ended on 31
        December 2023.

The Company’s Consolidated Financial Statements as of 31 December 2023 has been
submitted to Financial Service Authority and Indonesian Stock Exchange and also
available in the Company’s website (www.danamon.co.id) on 19 February 2024. The
Company’s Consolidated Financial Statements also published in Kompas and Bisnis
Indonesia newspaper on Tuesday, 20 February 2024.

The Company’s Annual Report as of 31 December 2023 has been submitted to
Financial Service Authority and Indonesia Stock Exchange and also available in the
Company’s website (www.danamon.co.id) on 28 February 2024.

Agenda 2:

Determination on the appropriation of the Company's profit for the financial year
ended on 31 December 2023.


Observing Article 20 paragraph 2 (b) and Article 25 of the Company's Articles of
Association in conjunction with Article 70 and Article 71 of the Company Law, to
propose to the Meeting to approve the determination on the appropriation of the
Company’s net profit for the financial year ended on 31 December 2023 to be
allocated as mandatory reserve fund, distributed as dividend to Shareholders, and the
remaining amount of the net profit which is not determined shall be posted as
retained earnings.

Agenda 3:

Appointment of the Public Accountant and Public Accounting Firm for financial year
2024.


Observing Article 20 paragraph 2 (c) of the Company's Articles of Association in
conjunction with Article 68 of the Company Law, Article 3 paragraph 1 of Indonesia
Financial Services Authority Regulation (“POJK”) Number 9 year 2023 regarding Use
of Services of Public Accountant and Public Accounting Firm in Financial Services
Activities, to propose to the Meeting to reappoint Elisabeth Imelda as Public
Accountant and Imelda & Rekan (a member firm of Deloitte Touche Tohmatsu
Limited) as the Public Accounting Firm, which is registered in the Indonesia Financial
Services Authority to audit the Company’s consolidated financial statement for
financial year 2024 and giving authorization to the Board of Commissioners to
determine the amount of the honorarium.


Agenda 4:

i.     Determination of the remuneration or honorarium, bonus/tantieme, and other
       allowance for the Company’s Board of Commissioners members and Sharia
       Supervisory Board members.
ii.    Determination of the remuneration and allowance, bonus/tantieme, and/or
       other benefits for the Company’s Board of Directors members.



Observing Article 11 paragraph 6, Article 14 paragraph 8, and Article 20 paragraph 2
(e) of the Company's Articles of Association in conjunction with Article 96 and Article
113 of the Company Law, to propose to the Meeting to:

  i.   approve the total payment of bonus/tantieme of the Board of Commissioner,
       Sharia Supervisory Board, and Directors for financial year 2023.
 ii.   approve the total amount of remuneration/honorarium and/or allowances or

       benefit of the Board of Commissioner, Sharia Supervisory Board, and Directors
       for financial year 2024.
iii.   approve the delegation of authority to the President Commissioner to determine
       portion of bonus/tantieme for the financial year 2023 and remuneration
       /honorarium and/or allowances or other benefit for the financial year 2024 for
       each member of the Board of Commissioners based on the recommendation of
       Nomination and Remuneration Committee and approve the delegation of
       authority to the Board of Commissioners to determine portion of
       bonus/tantieme for the financial year 2023 and remuneration/honorarium
       and/or allowances for the financial year 2024 for each member of the Sharia
       Supervisory Board and Directors based on the recommendation of Nomination
       and Remuneration Committee.

Agenda 5:

Approval of Changes in the Composition of Members of the Company’s Board of
Directors


Referring to Article 11 paragraph 2 of the Company's Articles of Association
conjunction POJK No.33/POJK.04/2014 regarding the Board of Directors and Board of
Commissioners of the Public Company and POJK No 17 Year 2023 regarding
Implementation of Good Corporate Governance for Commercial Banks and Article 94
of the Company Law, Board of Directors of the Company are appointed and dismissed
by the General Meeting of Shareholders. The appointment is effective from the date
specified in the General Meeting of Shareholders in which they are appointed and
ends at the closing of the 3rd AGMS after the date of their appointment.

The Company will propose to the AGMS to approve the changes of composition of
members of the Board of Directors, for the term of office from the closing of this
AGMS until the closing of the Company’s AGMS in 2026 which will be held no later
than June 2026 without prejudice to the right of the GMS to terminate at any time.


Agenda 6:

Approval of Amendments to the Company's Articles of Association.




Considering Article 27 paragraph 1 of the Company's Articles of Association, in
conjunction with Article 19 paragraph 1 of the Company Law, in conjunction with
Article 8 of POJK No. 17 Year 2023 regarding the implementation of corporate
governance for commercial banks, Article 10, 11 and 12 of POJK No. 12 Year 2023
regarding Sharia Business Units, POJK No. 14/POJK.04/2022 regarding the submission
of periodic financial statements of issuers or public companies, Directors’ Decree of
Indonesia Stock Exchange Number Kep-00023/BEI/03-2015 regarding determines the
cash dividend schedule and Number Kep-00077/BEI/09-2021 regarding changes to
the provisions for implementing the distribution of share dividends, bonus shares, and
distribution of interim dividends as well as POJK No. 15/POJK.04/2020 regarding

Planning and Organizing General Meetings of Shareholders of Public Companies,
propose to the meeting to approve changes to the provisions of the Company's
Articles of Association in order to adjust the above rules and regulations and grant
authority to Company’s Directors to prepare and restate the entire Articles of
Association of the Company.



                           Jakarta, 29 February 2024
                        PT Bank Danamon Indonesia Tbk
                             The Board of Directors