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Page 1 OCR 0.940
The Jakarta Post

THURSDAY February 15, 2024

www.bca.co.id

NOTICE OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT BANK CENTRAL ASIA Tbk

The Board of Directors of PT Bank Central Asia Tbk (the “Company”) hereby invites the
Shareholders of the Company to attend the Company's Annual General Meeting of Shareholders
(the “Meeting”), which will be held:

Date : Thursday, 14 March 2024
Time 1 09:30 Western Indonesia Time (WIB) - onwards
Venue : Menara BCA, Grand Indonesia

Jl. M.H. Thamrin No. 1

Jakarta 10310

Physical and electronic GMS through the Electronic General Meeting
System application of KSEI (“eASY.KSEI”)

Mechanism

Meeting Agenda:

1. Approval of the Annual Report including the Company's Financial Statements and the Board
of Commissioners” Report on its Supervisory Duties for the financial year ended on
31 December 2023 and grant of release and discharge of liability (acguit et decharge) to all
members of the Board of Directors for their management actions and to all members of the
Board of Commissioners of the Company for their supervisory actions during the financial
year ended on 31 December 2023,

Explanation:

When presenting the Annual Report, the Financial Statements, and the Board of
Commissioners' Report on its Supervisory Duties, the Company will also present the Company's
performance and accomplishments as well as the actions taken by the Board of Commissioners
in carrying out its supervisory and advisory functions towards the Board of Directors.

2. Appropriation of the Company's Net Profit for the financial year ended on 31 December 2023,
Explanation:
The Company will propose that the Company's Net Profit be appropriated for a reserve fund,
distribution of cash dividends and that the remaining unappropriated amounts of the net profit
be determined as retained earnings.

3. Determination of the amount of salary or honorarium and benefits for the financial year 2024
as well as bonus payment (tantiem) for the financial year 2023 payable to the members of the
Board of Directors and the Board of Commissioners of the Company,

Explanation:
The Company will propose that the Meeting approve the following:
i. the grant of authority to the majority Shareholder of the Company to:
a) determine the amount of honorarium and benefits payable to the members of the Board
of Commissioners for the financial year 2024, and
b) determine the amount of bonus payment (tantiem) payable to the members of the
Board of Commissioners and the Board of Directors for the financial year 2023,
. the grant of authority to the Board of Commissioners to determine the amount of salary and
benefits payable to the members of the Board of Directors for the financial year 2024.

4. Appointment of the Registered Public Accounting Firm (including the Registered Public

Accountant practicing through such Registered Public Accounting Firm) to audit the
Company's books and accounts for the financial year ended on 31 December 2024:
Explanation:
With due observance of Article 3 paragraph (1) of Regulation of the Financial Services Authority
No. 9 of 2023 on the Use of the Services of Public Accountants and Public Accounting Firms in
Financial Services Activities in conjunction with Article 19 paragraph (2) letter d of the
Company's Articles of Association, the Company will propose that the Meeting approve the
appointment of the KAP Tanudiredja, Wibisana, Rintis & Rekan - a member firm of the PwC
global network and Lucy Luciana Suhenda as the Public Accountant, each being a Public
Accounting Firm and a Public Accountant registered with the Financial Services Authority, or
another Public Accountant at the KAP Tanudiredja, Wibisana, Rintis & Rekan -a member firm of
the PwC global network to audit the Company's books and accounts for the financial year
ended on 31 December 2024.

The Profile of the Public Accounting Firm and Public Accountant proposed above will be
provided as part of the Meeting materials.

5. Grant of powers and authority to the Board of Directors to pay out interim dividends for the
financial year ended on 31 December 2024, and
Explanation:
The payment of interim dividends will be made only to the extent that the financial condition of
the Company permits and with due observance of the prevailing laws and regulations.

6. Approval of the Revised Recovery Plan of the Company.

Explanation:

To comply with the prevailing laws, the Company needs to update its Recovery Plan.
The Meeting materials are now available and downloadable from the Company's website
(https://www.bca.co.id/en/tentang-bca/tata-kelola/Aksi-Korporasi and https://www.bca.co.id/en,

tentang-bca/hubungan-investor/berita-investor).

General Provisions:

1. This Notice of Meeting constitutes an official invitation in accordance with the provisions of
Article 82 paragraph (2) of Law No. 40 of 2007 on Limited Liability Companies and Article 52
paragraph (1) of Regulation of the Financial Services Authority No. 15/POJK.04/2020 on the
Planning and Conduct of General Meetings of Shareholders of Public Limited Companies in
conjunction with Article 21 paragraph (3) of the Company's Articles of Association, and
therefore it is not necessary for the Company to extend a separate invitation to the Company's
Shareholders.

2. The Company's Shareholders that are eligible to participate or be represented in the Company's
Meeting are those whose names are recorded in the Company's Register of Shareholders as of
Tuesday, 13 February 2024, 16:00 Western Indonesia Time.

3. The electronic Meeting of the Company will be held using the eASY.KSEI application provided by
PT Kustodian Sentral Efek Indonesia ("KSEI"), with due observance of the provisions of
Regulation of the Financial Services Authority No. 16/POJK.04/2020 on the Implementation of
Electronic General Meetings of Shareholders of Public Limited Companies in conjunction with
the provisions of Article 24 of the Company's Articles of Association.

4. In connection with the conduct of the Meeting through the eASY.KSEI application as referred to
above, the Shareholders can participate in the Meeting through the following mechanism:
a. electronically attending the Meeting or granting power electronically through the eASY.KSEI
application,
b. physically attending the Meeting: or
Cc. granting power using a written format of power of attorney as described in the provisions of
item 10 letter b of these General Provisions.

5. The Company encourages Shareholders to attend electronically or grant power of attorney
electronically (e-Proxy) through the eASY.KSEI application as referred to in point 4 letter a of
these General Provisions with due observance of the following matters:

i. The Company's Shareholders that can use the eASY.KSEI application are the shareholders
whose shares are kept in the collective custody of KSEI,

. The Company's Shareholders must first register for the KSEI Securities Ownership Reference
facility (“AKSes KSEI”). For the Shareholders that have not been registered, please register
through the website (https://akses.ksei.co.id/):

. To use the eASY.KSEI application, the Shareholders can go to the eASY.KSEI menu, then click
the eASY.KSEI login submenu found on the AKSes KSEI facility (https://akses.ksei.co.id/).

The manual for registration, use, and further explanation concerning eASY.KSEI application

(e-Proxy and e-Voting) can be obtained from the website (https://akses.ksei.co.id/).

6. The Company's Shareholders or their proxies that will electronically attend the Meeting
through the eASY.KSEI application as referred to in item 4 letter a of these General Provisions
should observe the following provisions:

a. The Company's Shareholders can declare their electronic attendance until 13 March 2024,
12:00 Western Indonesia Time ("Deadline for Attendance Declaration") and cast their votes
through eASY.KSEI from the date of this Meeting Notice until the Deadline for Attendance
Declaration.

#&BCA

Always by Your Side

b. With regard to the attendance registration:

(i) The Company's Shareholders that have not declared their electronic attendance until
the deadline as referred to in item 6 letter a above of these General Provisions,

(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 Representatives and the independent parties appointed by the Company
(ice., PT Raya Saham Registra as the Company's Securities Administration Bureau
(“SAB”)) that have received powers of attorney from the Company's Shareholders but
the relevant 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 register attendance through the eASY.KSEI application on the date of the Meeting from

07:30 to 09:00 Western Indonesia Time.

Cc. 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 guorum.

7. The Company's Shareholders that hold the Company's shares in script form can grant power
using the written power of attorney available on the Company's website (https://
www.bca.co.id/en/tentang-bca/tata-kelola/Aksi-Korporasi — and — https://www.bca.co.id
en/tentang-bca/hubungan-investor/berita-investor).

8. The Company's Shareholders or their proxies that will physically attend the Meeting as referred
to in item 4 letter b of these General Provisions are kindly reguested to provide the registration
officer with the original copy of the Written Confirmation to Attend the GMS (hereinafter
referred to as the “KTUR”) and the original copy of their Resident ID Card (hereinafter referred
to as the “KTP”) or any other identity card before entering the Meeting room. The
representatives of the Company's corporate Shareholders, in addition to providing the original
copy of the KTUR and the copy of their KTP or any other identity card, must also provide a copy
of the latest articles of association and the deed containing the latest composition of the
management of the company they represent.

9. In the event that a Shareholder or their proxy has declared or registered their attendance
electronically, but later physically attend the Meeting, the Company will cancel the electronic
attendance of such Shareholder or their proxy in eASY.KSEI application.

10. Any Shareholder of the Company may be represented by a proxy:

a. by granting an electronic proxy (e-Proxy) through the eASY.KSEI application as referred to in
item 4 letter a of these General Provisions, provided that such Shareholder is reguired to
submit a power of attorney and/or cast their votes, change the proxy and/or the votes on
the Meeting agenda items, or revoke the power of attorney, all electronically through the
@ASY.KSEI application from the date of this Meeting Notice until the Deadline for Attendance
Declaration:

b. by using a written format of power of attorney as provided on the Company's website
(https://www.bca.co.id/en/tentang-bca/tata-kelola/Aksi-Korporasi and https://www.bca.
co.id/en/tentang-bca/hubungan-investor/berita-investor), subject to the following
provisions:

i. No Shareholder of the Company may grant power to more than one proxy for any part of

their shares with different votes,

ii. If the power of attorney as described in item 10 letter b of these General Provisions is
signed outside the territory of the Republic of Indonesia, such power attorney must be
signed before the local notary public and authenticated by the local embassy of the
Republic of Indonesia,

. The form of power of attorney can be downloaded from the Company's website and the
completed power of attorney must be delivered to the SAB, having its office at Plaza
Sentral, 2nd Floor, Jl. Jend. Sudirman Kav. 47-48, Jakarta 12930, Phone #6221 2525666,
Fax #6221 2525028, on any business day from the date of the Meeting Notice until
Thursday, 7 March 2024, 16:00 Western Indonesian Time, at the latest.

c. Ifany member of the Board of Directors, the Board of Commissioners, and any employee of

the Company act as a proxy for the Shareholders in the Meeting, any vote they cast as a
proxy will not be counted in the poll.

11. The Company's Shareholders or their proxies can view the ongoing Meeting through a Zoom
webinar by selecting the eASY.KSEI menu and the Tayangan RUPS (GMS Video Streaming)
submenu on the AKSes KSEI facility (https://akses.ksei.co.id/) or the Tayangan RUPS menu on
the AKSes Mobile KSEI application, subject to the following provisions:

a. The Company's Shareholders or their proxies have been registered on the eASY.KSEI
application by no later than 13 March 2024, 12:00 Western Indonesia Time.

b. The GMS video streaming has a capacity of up to 500 participants, and the participants'
attendance will be determined on a first-come, first-served basis. The Company's
Shareholders or their proxies that cannot view the Meeting through the GMS Video
Streaming will still be considered as validIy attending the electronic Meeting and their share
ownership and votes will be taken into account in the Meeting as long as they have been
registered on the eASY.KSEI application.

c. The Company's Shareholders or their proxies that only view the ongoing Meeting through
the GMS Video Streaming but are not duly registered for the electronic attendance on the
@ASY.KSEI application will not be considered as validly attending the electronic Meeting and
therefore their attendance will not be counted in the attendance guorum for the Meeting.

12. To get the best experience in using the eASY.KSEI application and/or the GMS Video Streaming,
the Shareholders or their proxies are advised to use the Mozilla Firefox browser.

1:

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. If after the date of this Meeting Notice there are changes in the technical operations of the
@ASY.KSEI application, or changes to any regulations, guidelines and/or explanations of KSEI
related to the conduct of electronic meetings through the eASY.KSEI application, then such
changes shall apply to the conduct of the Meeting, and all the provisions in these General
Provisions concerning the conduct of electronic Meeting through the eASY.KSEI application are
deemed to be adjusted to such changes.

Additional Information:

Taking into account the development of applicable laws and regulations related to the prevention
and control of Corona Virus Disease (Covid-19), as well as always paying attention to the situation
and conditions at the relevant time related to the provisions of physical attendance restrictions to
suppress and prevent the spread of Covid-19, the Company will limit the number of Shareholders
who can physically attend the Meeting. Shareholders or their proxies who will be physically present
at the Meeting must follow the protocol at the Meeting venue determined by the Company,
including the following:

1) Any Shareholder that has arrived at the Meeting venue but cannot enter the Meeting room due
to the limited room capacity may still exercise their rights by electronically attending the
Meeting or granting power (to attend the Meeting and cast a vote on each Meeting agenda
item) to the independent party designated by the Company (a Representative of the SAB), by
completing and signing the written power of attorney provided by the Company at the Meeting
venue.

The Company's Shareholders or their proxies are kindly reguested to be at the Meeting venue
by 07:30 Western Indonesia Time to ensure that the Meeting will start punctually. Registration
will be closed at 09:00 Western Indonesia Time. The Shareholders or their proxies that arrive
after the registration is closed will be deemed absent and therefore deprived of their right to
put forward any suggestions and/or ask guestions and cast votes at the Meeting.

Any update and/or additional information on the procedure for conducting the Meeting, will be
published on the Company's website (https://www.bca.co.id/en/tentang-bca/tata-kelola/Aksi-
Korporasi and https://www.bca.co.id/en/tentang-bca/hubungan-investor/berita-investor).
Any Shareholder that attend the Meeting physically and in unhealthy condition, advised to
wear mask during the Meeting.

In the event of an emergency, which makes it impossible for the Company to hold a physical
Meeting, the Company will hold the Meeting electronically without the physical presence of the
Shareholders upon prior notice to the Company's Shareholders.

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Jakarta, 15 February 2024
PT BANK CENTRAL ASIA Tbk
Board of Directors

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File Open PDF
Source IDX
Size4.86 MB
Published15 Feb 2024
Pages1
Characters16,875
Text sourceOCR
OCR confidence0.940

Names mentioned 8 people and organisations named in the text · linked when the evidence is strong

linked org BANK CENTRAL ASIA Tbk p.1 ×8
linked org Grand Indonesia p.1
unresolved person H. Thamrin p.1
unresolved org Financial Services Authority p.1 ×4
unresolved org Tanudiredja p.1 ×2
unresolved org Rintis & Rekan p.1 ×2
unresolved org PT Kustodian Sentral Efek Indonesia p.1
unresolved org PT Raya Saham Registra p.1

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