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20240222_BBSI_Ringkasan Risalah//Risalah RUPS_31580241_lamp3.pdf
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Page 1 OCR 0.929
Kantor Pusat: Jl. Ir. H. Juanda No. 137 Bandung 40132 Telp.:(022) 2511900 (Hunting), Fax.:(022) 2501819 'ANNOUNCEMENT OF SUMMARY OF MINUTES EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS PT KROM BANK INDONESIA TBK In order to comply with the provisions of Article 49 paragraph (1) and Article 51 of the Financial Services Authority Regulation No.51/POJK.04/2020 concerning the Plan to Hold a General Meeting of Shareholders of a Public Company (hereinafter referred to as "POJK No. 15"), the Board of Directors of PT Krom Bank Indonesia Tbk (hereinafter referred to as the "Company”) hereby notifies the Shareholders, that the company has held an Extraordinary General Meeting of Shareholders (hereinafter referred to as the "Meeting"), namely : A. At: Day/Date : Wednesday / February 21, 2024 Time 1 10.16 — 10.58 WIB Place : Head Office of PT Krom Bank Indonesia Tbk Jalan Ir. H. Juanda Number 137, Bandung City 40132 In accordance with the provisions of Article 10 paragraph 3 letter (a) and letter (b) and Article 13.a (i) of the Company's Articles of Association and Article 14 paragraphs 1 and 2 of the Financial Services Authority Regulation Number 15/POJK.04/2020 concerning the Plan and Implementation of the General Meeting of Shareholders of Public Companies (POJK 15/2020), the announcement of the Meeting will be held on January 15, 2024 through: a) the website of the Indonesian Central Securities Depository (KSEI), b) the website of the Indonesia Stock Exchange and, c) the Company's website. Meanwhile, the Meeting call has been made on January 30, 2024 through: a) KSEI website, b) Indonesia Stock Exchange website and, c) the Company's website. In accordance with the advertisement for this Meeting, the agenda for the Extraordinary General Meeting of Shareholders is as follows : Agenda of Extraordinary General Meeting of Shareholders : 1. Approval of Changes in the Company's Management Structure, 2. Approval of amendments to the Company's Articles of Association. B. Members of the Board of Directors and Board of Commissioners present at the Meeting : BOARD OF COMMISSIONERS President Commissioner : Masa Paskalis Lingga Independent Commissioner : Markus Sugiono Independent Commissioner : Zainal Abidin BOARD OF DIRECTORS President Director : Laniwati Tjandra Director : Alvin James Kurniawan Director : Wisaksana Djawi C. The meeting was attended by a total of 3,267,150,073 (three billion two hundred sixty-seven million one hundred fifty thousand seventy-three) shares constituting 88.914 (eighty-eight point nine one percent) of ali shares with valid voting rights issued by the Company, namely 3,674,723,301 (three billion six hundred seventy-four million sevenhundred twenty-three PT Krom Bank Indonesia, Tbk.
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Kantor Pusat: Jl. Ir. H. Juanda No. 137 Bandung 40132 Telp.:(022) 2511900 (Hunting), Fax.:(022) 2501819 thousand three hundred one) shares, Thus, in accordance with the provisions of Article 11 of the Company's Articles of Association, the Meeting can be held and take valid and binding decisions of the Company regarding the entire agenda of the Extraordinary GMS. D. In the Meeting, Shareholders and/or their proxies are given the opportunity to ask guestions and/or provide opinions regarding the agenda of the Meeting. E. Agenda 1: No guestions Agenda 2 : No guestions F. The decision-making mechanism in the Meeting is as follows : Meeting decisions are carried out by means of deliberation for consensus. If deliberation for consensus is not reached, it is carried out through voting. G. Results of decision making carried out by voting : AGENDA 1: Agree Abstained Disagree 3.267.150.073 votes or 100 X6 None None Remarks : In accordance with the provisions of Article 47 POJK 15/2020, abstention votes are considered to cast the same votes as the majority of shareholders who voted. Decision Agenda 1: DECIDE and APPROVE to : 1. Change the composition of the Company's management with changes as follows : a. Respectfully dismiss Mrs. LANIWATI TJANDRA, Bachelor of Law, in her position as President Director of the Company, by granting acguit et discharge for management actions carried out in the Company, as long as such actions are stated in the Company's report. . Appointed Mr. ANTON HERMAWAN, in his position as President Director of the Company. Cc. Appointed Mrs. LANIWATI TJANDRA, Bachelor of Law, in her position as Director of the Company. Furthermore, the composition of the Board of Directors and Board of Commissioners for the next 3 (three) years is as follows : BEFORE : President Commissioner : Mr. Doktorandus MASA PASKALIS LINGGA: Independent Commissioner : Mr. ZAINAL ABIDIN, Independent Commissioner 2 Mr. MARKUS SUGIONO: President Director : Mrs. LANIWATI TJANDRA, Bachelor of Law, Director 2 Mr. ALVIN JAMES KURNIAWAN, Director 1 Mr. WISAKSANA DJAWI, Master of Business Studies, PT Krom Bank Indonesia, Tbk.
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Kantor Pusat: Jl. Ir. H. Juanda No. 137 Bandung 40132 Telp.:(022) 2511900 (Hunting), Fax.:(022) 2501819 AFTER : President Commissioner 1 Mr. Doktorandus MASA PASKALIS LINGGA: Independent Commissioner : Mr. ZAINAL ABIDIN: Independent Commissioner 1 Mr. MARKUS SUGIONO: President Director : Mr. ANTON HERMAWAN, Director 1 Mr. ALVIN JAMES KURNIAWAN, Director 1 Mr. WISAKSANA DJAWI, Master of Business Studies, Direeter 2 Mrs. LANIWATI TJANDRA, Bachelor of Law, 2. Grant power and authority to the Board of Directors of the Company with the right of substitution to declare and/or reaffirm the first agenda resolution of the Meeting into a Notarial Deed and subseguently notify changes in the composition of members of the Board of Directors and members of the Board of Commissioners to the Minister of Law and Human Rights of the Republic of Indonesia, register them in the Company's register, and to take all necessary actions in accordance with the prevailing laws and regulations in the Republic of Indonesia. AGENDA 2: Agree Abstained Disagree 3.267.150.073 votes or 100 X None None Remarks : In accordance with the provisions of Article 47 POJK 15/2020, abstention votes are considered to cast the same votes as the majority of shareholders who voted. Decision Agenda 2 : DECIDE and APPROVE to : 1. Amend Article 21 of the Company's Articles of Association as follows : BEFORE : USE OF PROFITS AND DISTRIBUTION OF DIVIDENDS ARTICLE 21 1. The Company's net profit in a financial year as stated in the balance sheet and profit and loss calculation that has been ratified by the annual GMS and is a positive profit balance, divided according to the method of use determined by the GMS. 2. Ifthe calculation of profit and loss in a financial year shows a loss that cannot be covered with reserve funds, then the loss will still be recorded and included in the calculation of profit and loss and in the next financial year the company is considered not profitable as long as the loss recorded and included in the calculation of profit and loss has not been completely covered. 3. Profits distributed as dividends that are not taken within 5 (five) years after they are provided to be paid, are included in a reserve fund specifically intended for it. Dividends in the special reserve fund, can be taken by shareholders who are entitled before the expiration of the period of 5 (five) years, by submitting proof of their entitlement to the dividends that can be received by the Board of Directors of the Company, Dividends that are not taken after the expiration of 10 (ten) years will be the right of the Company. 4. The Company may distribute interim dividends before the Company's financial year ends in accordance with applicable laws and regulations. PT Krom Bank Indonesia, Tbk.
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Kantor Pusat: Jl. Ir. H. Juanda No. 137 Bandung 40132 Telp.:(022) 2511900 (Hunting), Fax.:(022) 2501819 AFTER : USE OF PROFITS AND DISTRIBUTION OF DIVIDENDS ARTICLE 21 1. The Company's net profit in a financial year as stated in the balance sheet and profit and loss calculation that has been approved by the annual GMS and is a positive profit balance, divided according to the method of use determined by the General Meeting of Shareholders. The Board of Direetors ef the Company may propese dividend distribution te Shareholders subject to this Articles of Association and dividend policy as determined by the Company. 2. The Board of Directors of the Company establishes a dividend policy that regulates the mechanism for approving the dividend distribution proposal to the General Meeting of Shareholders, the Company's consideration in dividend distribution, procedures for determining the form and amount of dividends to be distributed to shareholders, the updated period of dividend policy, and other matters related to dividend distribution. 3. The Company's dividend policy is prohibited from contradicting the provisions of this Articles of Association. 4. The Board of Directors of the Company must communicate the Company's dividend policy to the Company's shareholders in accordance with procedures in accordance with the provisions of the prevailing laws and regulations. 5. Dividends may only be distributed if the Company has a positive profit balance on the profitability performance generated by the Company reasonably and the minimum core Capital reguirements based on applicable laws and regulations have been met, based on the balance sheet and profit and loss calculation approved by the Annual General Meeting of Shareholders, 6. Dividends may only be distributed in accordance with the resolution of the General Meeting of Shareholders. 7. Every dividend distribution plan to shareholders (including interim dividends) must be included in the Company's business plan. 8. Dividends fora share of the Company will be paid to the party on whose behalf the Company's shares are registered in the Company's Register of Shareholders on a business day to be determined by or on the authority of the General Meeting of Shareholders. 9. The announcement of the implementation of dividend distribution is carried out in accordance with the prevailing laws and regulations in the Capital Market. 10. The Company may distribute interim dividends before the end of the Company's financial year in accordance with applicable laws and regulations, these articles of association, and subject to the Company's dividend policy. 11. If the calculation of profit and loss in a financial year shows a loss that cannot be covered with reserve funds, then the loss will still be recorded and included in the calculation of profit and loss and in the next financial year the company is considered not profitable as long as the loss recorded and included in the calculation of profit and loss has not been completely covered. 12. Profits distributed as dividends that are not taken within 5 (five) years after they are provided to be paid, are included in a reserve fund specifically intended for it. Dividends in the special reserve fund, can be taken by shareholders who are entitled before the expiration of the period of 5 (five) years, by submitting proof of their entitlement to the dividends that can be received by the Board of Directors of the Company, Dividends that are not taken after the expiration of 10 (ten) years will be the right of the Company. PT Krom Bank Indonesia, Tbk.
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Kantor Pusat: Jl. Ir. H. Juanda No. 137 Bandung 40132 Telp.:(022) 2511900 (Hunting), Fax.:(022) 2501819 2. Grant power and authority to the Board of Directors of the Company with the right of substitution to declare and/or reaffirm the results of the resolutions of the second agenda of the Meeting into a Notarial deed, and for that purpose appear before the Notary, (including making changes and/or additions) in connection with changes to articles in the Company's articles of association, submit a notification or application for approval to the competent authority and therefore also have the right to sign letters and other application documents, in short, take the necessary actions in accordance with the provisions of the Articles of Association and applicable laws and regulations. Bandung, 22 February 2024 PT KROM BANK INDONESIA TBK Board of Directors PT Krom Bank Indonesia, Tbk.
Names mentioned 13 people and organisations named in the text · linked when the evidence is strong
unresolved
person
Ir. H. Juanda
p.1 ×6
unresolved
org
BANK INDONESIA
p.1 ×9
unresolved
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Financial Services Authority
p.1 ×2
unresolved
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Indonesia Stock Exchange
p.1 ×2
unresolved
person
Doktorandus MASA PASKALIS LINGGA
· President Commissioner
p.2 ×8
unresolved
org
Minister of Law and Human Rights
p.3
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13 Sep 2026 17:08
no RUPS minutes content - likely misclassified