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20240223_NISP_Pemanggilan RUPS_31580352_lamp2.pdf

RUPS notice Text extracted NISP

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Page 1
                                          INVITATION OF
                           THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

          The Board of Directors of PT Bank OCBC NISP Tbk (“the Company”) hereby invites the Company’s
          shareholders to attend the Annual General Meeting of Shareholders (the “Meeting”) to be held on:

                                      Day/Date    : Monday, 18 March 2024
                                      Time        : 10.00 a.m. - finish
                                      Venue       : OCBC Tower
                                                    Jl. Prof. Dr. Satrio Kav. 25, Jakarta 12940
                                      Mechanism   : Physical and Electronic Meeting through the Electronic
                                                    General Meeting System application of KSEI (”eASY.KSEI”)

          Meeting Agenda:

          1. Approval of the Company’s Annual Report for the Financial Year of 2023
             Explanation:
             The Company will submit the Company’s Annual Report for the financial year of 2023 which
             includes Financial Statements, the Board of Directors’ Report and Report on the Board of
             Commissioners’ Supervision to obtain the approval and ratification of the Meeting. The
             Consolidated Financial Statements 31 December 2023 has been published at the Company’s
             website www.ocbc.id and Indonesia Stock Exchange on 30 January 2024.

          2. Determination of the Appropriation of the Company’s net profit earned in the Financial Year
             of 2023
             Explanation:
             The Company will propose to the Meeting to approve the appropriation of the Company’s net profit
             earned in the financial year of 2023 to be set aside as reserved fund, distribution of dividends, and
             the remaining unappropriated net profit will be determined as retained earnings.

          3. Approval of the Company’ Shares Buyback (Share Buyback) and Transfer of Buyback
             Shares Proceeds for the Distribution of Variable Remuneration
             Explanation:
             The Company will propose to the Meeting to buyback the Company’ shares which will be used for
             the distribution of variable remuneration based on 2023 performance to the Company’s
             management and employees who meet the criteria set by the Company in accordance with
             prevailing laws and regulations.

         4. The Amendment to the Articles of Association of the Company
            Explanation:
            The Company will propose to the Meeting to approve the amendment to the Company’s Articles of
            Association in order to comply with laws and regulations, namely Law Number 4 of 2023 concerning
            Development and Strengthening of the Financial Sector, OJK Regulation Number 12 of 2023
            concerning Sharia Business Units, OJK Regulation Number 17 of 2023 concerning Implementation
            of Governance for Commercial Banks, and OJK Regulation Number 14/POJK.04/2022 concerning
            Submission of Periodic Financial Reports for Issuers or Public Companies, and re-arrangement of
            the Company's Articles of Association.

          5. Changes of the Company’s Board along with the determination of its remuneration
             Explanation:
             The Company will propose the re-appointment of members of the Board of Commissioners and
             Board of Directors pursuant to the recommendation of the Remuneration and Nomination
             Committee, including the determination of their remuneration. The curriculum vitae of the proposed
             members of the Company’s Board of Commissioner and Board of Directors are available at the
             Company’s website www.ocbc.id.

OCBCNISP Information Classification: Public
Page 2
          6. Appointment of Public Accountant and Public Accounting Firm for the Financial Year of
             2024
             Explanation:
             The Company will propose to the Meeting to grant the authority to the Board of Commissioners
             based on the recommendation of Audit Committee, to appoint a Public Accountant and Public
             Accounting Firm with criteria or limit according to the applicable regulations to audit the Company’s
             consolidated financial statements for the financial year 2024, and to determine the audit service
             fee and other relevant qualifications.

          7. Approval of the acquisition of shares in PT Bank Commonwealth by the Company
             Explanation:
             The Company will propose to the Meeting to approve the Company's action to acquire the shares
             of PT Bank Commonwealth ("PTBC") from Commonwealth Bank of Australia and minority
             shareholders, approve the PTBC abridged acquisition plan document, the concept of the
             acquisition deed, and grant power and authority to each member of the Company's Board of
             Directors, with the right of substitution, to carry out all and any actions required, or deemed
             necessary for the implementation of the Acquisition, in accordance with the GMS decision and
             applicable laws and regulations.

          General Provisions:
          1. The Company will not send a separate invitation to the Shareholders and this invitation serves as
             the official invitation.
          2. The Company’s Shareholders who are eligible to attend or be represented at the Meeting are the
             Company’ Shareholders whose names are listed on the Company’s Register of Shareholders on
             Thursday, 22 February 2024 at 4.00 p.m.
          3. The eligible Shareholders may participate in the Meeting with the following mechanisms:
             a. attending the meeting physically;
             b. attending the Meeting electronically or granting an electronic proxy (“e-Proxy”) through the
                 eASY.KSEI application https://akses.ksei.co.id; or
             c. granting a written letter of proxy using the power of attorney form that can be downloaded from
                 the Company’s website www.ocbc.id.
          4. The Shareholders can grant e-Proxy to the Independent Party appointed by the Company, i.e.
             representative of PT Raya Saham Registra as the Company's Securities Administration Bureau
             (“BAE”) through eASY.KSEI, with the following mechanisms:
             a. The Shareholders who are registered as users of the KSEI Securities Ownership Reference
                 (“AKSes KSEI”) may declare their attendance and either cast or change their votes
                 electronically, and grant e-Proxy through eASY.KSEI https://akses.ksei.co.id from the date of
                 this invitation until 15 March 2024 at 12.00 WIB.
             b. For:
                  (i) the Company’s Shareholders that have not declared their electronic attendance until the
                        deadline for attendance declaration as referred to in item 4 letter a above;
                  (ii) the Company’s Shareholders that have declared their electronic attendance but have not
                        cast their votes until the deadline for attendance declaration;
                  (iii) the Individual Representative, and the Independent Party appointed by the Company i.e.
                        the representative of PT Raya Saham Registra as the Company's BAE that has received
                        power of attorney from the Company's Shareholders but the Shareholders have not cast
                        their votes until the deadline for attendance declaration;
                  (iv) the KSEI Participants/Intermediaries (Custodian Banks or Securities Companies) that
                        have received powers of attorney from the Company's Shareholders that have cast their
                        votes through the eASY.KSEI application;
                  must conduct registration of attendance through the eASY.KSEI application on the date of the
                  Meeting from 08.00 to 09.45 a.m.
             c. Any delay or failure to complete the electronic attendance registration process for any reason
                 will result in the Shareholders or their proxies not being permitted to electronically attend the
                 Meeting and their share ownership not being taken into account in the attendance quorum.


OCBCNISP Information Classification: Public
Page 3
          5. The Shareholders whose shares are not registered in KSEI collective custody or are in the form of
             script may provide the written letter of proxy using the power of attorney form that can be
             downloaded from the Company’s website www.ocbc.id and submitted to BAE at Plaza Sentral
             Building 2nd floor, Jl. Jend Sudirman Kav. 47-48 Jakarta 12930 at the latest 15 March 2024 at 4.00
             p.m., enclosed with a copy of the Identity Card (ID) or for shareholders in the form of a legal entity
             accompanied by the evidence of authority to represent a legal entity.
          6. Shareholders who are unable to attend the Meeting may be represented by their proxies by
             submitting a valid power of attorney in the form acceptable to the Board of Directors, provided that
             the power of attorney may be granted to members of the Board of Directors, Board of
             Commissioners, and the Company’s employees, but the votes they cast as proxies at the Meeting
             will not be counted in the ballot. The power of attorney form can be downloaded from the
             Company’s website and the original of the power of attorney should be submitted to the Company
             including copy of the ID of the authorizer and the attorney.
          7. The Shareholders or their proxies who will attend the Meeting physically are requested to submit a
             copy of their ID cards or any other proof of identity before entering the meeting room. Any
             Shareholders in the form of legal entities are requested to bring and submit a copy of their Articles
             of Association as well as the deeds of the latest composition of their management. Solely for
             holders of the Company’ shares in the collective custody, the Written Confirmation for the Meeting
             (KTUR) shall also be presented.
          8. The Shareholders or their proxies who will attend the Meeting physically may register from 08.30
             a.m. and the registration will be closed at 9.45 a.m. to ensure that the Meeting will start on time.
             The Shareholders or their proxies who arrive after the registration is closed will be considered as
             absent and therefore could not submit any suggestions and/or ask questions and cast votes at the
             Meeting.
          9. The Meeting Material is available in electronic form on the Company’s website from the date of the
             Invitation for the Meeting to the date of the Meeting. The Company does not provide hard copy
             material of the Meeting to shareholders at the time of the Meeting.


                                                Jakarta, 23 February 2024
                                                PT Bank OCBC NISP Tbk
                                                  The Board of Directors




OCBCNISP Information Classification: Public

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Published23 Feb 2024
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Names mentioned 5 people and organisations named in the text · linked when the evidence is strong

linked org Bank OCBC NISP Tbk p.1 ×5
possible person Prof. Dr. Satrio p.1
unresolved org Indonesia Stock Exchange p.1
unresolved org PT Bank Commonwealth p.2 ×2
unresolved org PT Raya Saham Registra p.2 ×2

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