20240215_BBCA_Pemanggilan RUPS_31577829_lamp2.pdf

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                         b. With regard to the attendance registration:
Shareholders of the Company to attend the Company’s Annual General Meeting of Shareholders                       (i) The Company’s Shareholders that have not declared their electronic attendance until
(the “Meeting”), which will be held:                                                                                   the deadline as referred to in item 6 letter a above of these General Provisions;
       Date             : Thursday, 14 March 2024                                                                (ii) The Company’s Shareholders that have declared their electronic attendance but have
       Time             : 09:30 Western Indonesia Time (WIB) - onwards                                                 not cast their votes until the Deadline for Attendance Declaration;
       Venue            : Menara BCA, Grand Indonesia                                                            (iii) The Individual Representatives and the independent parties appointed by the Company
                             Jl. M.H. Thamrin No. 1                                                                    (i.e., PT Raya Saham Registra as the Company's Securities Administration Bureau
                             Jakarta 10310                                                                             (“SAB”)) that have received powers of attorney from the Company's Shareholders but
       Mechanism        : Physical and electronic GMS through the Electronic General Meeting                           the relevant Shareholders have not cast their votes until the Deadline for Attendance
                             System application of KSEI (“eASY.KSEI”)                                                  Declaration;
                                                                                                                 (iv) The KSEI Participants/Intermediaries (Custodian Banks or Securities Companies) that
Meeting Agenda:                                                                                                        have received powers of attorney from the Company's Shareholders that have cast their
1. Approval of the Annual Report including the Company’s Financial Statements and the Board                            votes through the eASY.KSEI application;
   of Commissioners’ Report on its Supervisory Duties for the financial year ended on                             must register attendance through the eASY.KSEI application on the date of the Meeting from
   31 December 2023 and grant of release and discharge of liability (acquit et decharge) to all                  07:30 to 09:00 Western Indonesia Time.
   members of the Board of Directors for their management actions and to all members of the                   c. Any delay or failure to complete the electronic attendance registration process for any
   Board of Commissioners of the Company for their supervisory actions during the financial                       reason will result in the Shareholders or their proxies not being permitted to electronically
   year ended on 31 December 2023;                                                                               attend the Meeting and their share ownership not being taken into account in the
   Explanation:                                                                                                  attendance quorum.
   When presenting the Annual Report, the Financial Statements, and the Board of                           7. The Company’s Shareholders that hold the Company’s shares in script form can grant power
   Commissioners’ Report on its Supervisory Duties, the Company will also present the Company's               using the written power of attorney available on the Company's website
   performance and accomplishments as well as the actions taken by the Board of Commissioners                 (https://www.bca.co.id/en/tentang-bca/tata-kelola/Aksi-Korporasi                     and
   in carrying out its supervisory and advisory functions towards the Board of Directors.                     https://www.bca.co.id/en/tentang-bca/hubungan-investor/berita-investor).
2. Appropriation of the Company's Net Profit for the financial year ended on 31 December 2023;               8. The Company’s Shareholders or their proxies that will physically attend the Meeting as referred
   Explanation:                                                                                               to in item 4 letter b of these General Provisions are kindly requested to provide the registration
   The Company will propose that the Company's Net Profit be appropriated for a reserve fund,                  officer with the original copy of the Written Confirmation to Attend the GMS (hereinafter
   distribution of cash dividends and that the remaining unappropriated amounts of the net profit              referred to as the “KTUR”) and the original copy of their Resident ID Card (hereinafter referred
   be determined as retained earnings.                                                                        to as the “KTP”) or any other identity card before entering the Meeting room. The
3. Determination of the amount of salary or honorarium and benefits for the financial year 2024                 representatives of the Company’s corporate Shareholders, in addition to providing the original
   as well as bonus payment (tantiem) for the financial year 2023 payable to the members of the                copy of the KTUR and the copy of their KTP or any other identity card, must also provide a copy
   Board of Directors and the Board of Commissioners of the Company;                                          of the latest articles of association and the deed containing the latest composition of the
   Explanation:                                                                                               management of the company they represent.
   The Company will propose that the Meeting approve the following:                                        9. In the event that a Shareholder or their proxy has declared or registered their attendance
   i. the grant of authority to the majority Shareholder of the Company to:                                   electronically, but later physically attend the Meeting, the Company will cancel the electronic
       a) determine the amount of honorarium and benefits payable to the members of the Board                  attendance of such Shareholder or their proxy in eASY.KSEI application.
           of Commissioners for the financial year 2024; and                                                10. Any Shareholder of the Company may be represented by a proxy:
       b) determine the amount of bonus payment (tantiem) payable to the members of the                        a. by granting an electronic proxy (e-Proxy) through the eASY.KSEI application as referred to in
           Board of Commissioners and the Board of Directors for the financial year 2023;                          item 4 letter a of these General Provisions, provided that such Shareholder is required to
   ii. the grant of authority to the Board of Commissioners to determine the amount of salary and                 submit a power of attorney and/or cast their votes, change the proxy and/or the votes on
       benefits payable to the members of the Board of Directors for the financial year 2024.                       the Meeting agenda items, or revoke the power of attorney, all electronically through the
4. Appointment of the Registered Public Accounting Firm (including the Registered Public                          eASY.KSEI application from the date of this Meeting Notice until the Deadline for Attendance
   Accountant practicing through such Registered Public Accounting Firm) to audit the                             Declaration;
   Company’s books and accounts for the financial year ended on 31 December 2024;                               b. by using a written format of power of attorney as provided on the Company’s website
   Explanation:                                                                                                   (https://www.bca.co.id/en/tentang-bca/tata-kelola/Aksi-Korporasi                         and
   With due observance of Article 3 paragraph (1) of Regulation of the Financial Services Authority               https://www.bca.co.id/en/tentang-bca/hubungan-investor/berita-investor), subject to the
   No. 9 of 2023 on the Use of the Services of Public Accountants and Public Accounting Firms in                  following provisions:
   Financial Services Activities in conjunction with Article 19 paragraph (2) letter d of the                     i. No Shareholder of the Company may grant power to more than one proxy for any part of
   Company’s Articles of Association, the Company will propose that the Meeting approve the                            their shares with different votes;
   appointment of the KAP Tanudiredja, Wibisana, Rintis & Rekan - a member firm of the PwC                         ii. If the power of attorney as described in item 10 letter b of these General Provisions is
   global network and Lucy Luciana Suhenda as the Public Accountant, each being a Public                               signed outside the territory of the Republic of Indonesia, such power attorney must be
   Accounting Firm and a Public Accountant registered with the Financial Services Authority, or                        signed before the local notary public and authenticated by the local embassy of the
   another Public Accountant at the KAP Tanudiredja, Wibisana, Rintis & Rekan - a member firm of                        Republic of Indonesia;
   the PwC global network to audit the Company’s books and accounts for the financial year                         iii. The form of power of attorney can be downloaded from the Company’s website and the
   ended on 31 December 2024.                                                                                          completed power of attorney must be delivered to the SAB, having its office at Plaza
   The Profile of the Public Accounting Firm and Public Accountant proposed above will be                               Sentral, 2nd Floor, Jl. Jend. Sudirman Kav. 47-48, Jakarta 12930, Phone +6221 2525666,
   provided as part of the Meeting materials.                                                                          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.
5. Grant of powers and authority to the Board of Directors to pay out interim dividends for the                c. If any member of the Board of Directors, the Board of Commissioners, and any employee of
   financial year ended on 31 December 2024; and                                                                   the Company act as a proxy for the Shareholders in the Meeting, any vote they cast as a
   Explanation:                                                                                                   proxy will not be counted in the poll.
   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.                     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)
6. Approval of the Revised Recovery Plan of the Company.                                                       submenu on the AKSes KSEI facility (https://akses.ksei.co.id/) or the Tayangan RUPS menu on
   Explanation:                                                                                                the AKSes Mobile KSEI application, subject to the following provisions:
   To comply with the prevailing laws, the Company needs to update its Recovery Plan.                          a. The Company’s Shareholders or their proxies have been registered on the eASY.KSEI
The Meeting materials are now available and downloadable from the Company’s website                               application by no later than 13 March 2024, 12:00 Western Indonesia Time.
(https://www.bca.co.id/en/tentang-bca/tata-kelola/Aksi-Korporasi               and                             b. The GMS video streaming has a capacity of up to 500 participants, and the participants’
https://www.bca.co.id/en/tentang-bca/hubungan-investor/berita-investor).                                          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
General Provisions:                                                                                               Streaming will still be considered as validly attending the electronic Meeting and their share
                                                                                                                  ownership and votes will be taken into account in the Meeting as long as they have been
1. This Notice of Meeting constitutes an official invitation in accordance with the provisions of
                                                                                                                  registered on the eASY.KSEI application.
   Article 82 paragraph (2) of Law No. 40 of 2007 on Limited Liability Companies and Article 52
                                                                                                               c. The Company’s Shareholders or their proxies that only view the ongoing Meeting through
   paragraph (1) of Regulation of the Financial Services Authority No. 15/POJK.04/2020 on the
                                                                                                                  the GMS Video Streaming but are not duly registered for the electronic attendance on the
   Planning and Conduct of General Meetings of Shareholders of Public Limited Companies in
                                                                                                                  eASY.KSEI application will not be considered as validly attending the electronic Meeting and
   conjunction with Article 21 paragraph (3) of the Company’s Articles of Association, and
                                                                                                                  therefore their attendance will not be counted in the attendance quorum for the Meeting.
   therefore it is not necessary for the Company to extend a separate invitation to the Company’s
   Shareholders.                                                                                           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.
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              13. If after the date of this Meeting Notice there are changes in the technical operations of the
   Tuesday, 13 February 2024, 16:00 Western Indonesia Time.                                                    eASY.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
3. The electronic Meeting of the Company will be held using the eASY.KSEI application provided by
                                                                                                               changes shall apply to the conduct of the Meeting, and all the provisions in these General
   PT Kustodian Sentral Efek Indonesia ("KSEI"), with due observance of the provisions of
                                                                                                               Provisions concerning the conduct of electronic Meeting through the eASY.KSEI application are
   Regulation of the Financial Services Authority No. 16/POJK.04/2020 on the Implementation of
                                                                                                               deemed to be adjusted to such changes.
   Electronic General Meetings of Shareholders of Public Limited Companies in conjunction with
   the provisions of Article 24 of the Company’s Articles of Association.
                                                                                                           Additional Information:
4. In connection with the conduct of the Meeting through the eASY.KSEI application as referred to
                                                                                                           Taking into account the development of applicable laws and regulations related to the prevention
   above, the Shareholders can participate in the Meeting through the following mechanism:
                                                                                                           and control of Corona Virus Disease (Covid-19), as well as always paying attention to the situation
   a. electronically attending the Meeting or granting power electronically through the eASY.KSEI
                                                                                                           and conditions at the relevant time related to the provisions of physical attendance restrictions to
       application;
                                                                                                           suppress and prevent the spread of Covid-19, the Company will limit the number of Shareholders
   b. physically attending the Meeting; or
                                                                                                           who can physically attend the Meeting. Shareholders or their proxies who will be physically present
   c. granting power using a written format of power of attorney as described in the provisions of
                                                                                                           at the Meeting must follow the protocol at the Meeting venue determined by the Company,
       item 10 letter b of these General Provisions.
                                                                                                           including the following:
5. The Company encourages Shareholders to attend electronically or grant power of attorney                 1) Any Shareholder that has arrived at the Meeting venue but cannot enter the Meeting room due
   electronically (e-Proxy) through the eASY.KSEI application as referred to in point 4 letter a of            to the limited room capacity may still exercise their rights by electronically attending the Meeting
   these General Provisions with due observance of the following matters:                                      or granting power (to attend the Meeting and cast a vote on each Meeting agenda item) to the
   i. The Company’s Shareholders that can use the eASY.KSEI application are the shareholders                   independent party designated by the Company (a Representative of the SAB), by completing and
        whose shares are kept in the collective custody of KSEI;                                               signing the written power of attorney provided by the Company at the Meeting venue.
   ii. The Company’s Shareholders must first register for the KSEI Securities Ownership Reference           2) The Company’s Shareholders or their proxies are kindly requested to be at the Meeting venue
        facility (“AKSes KSEI”). For the Shareholders that have not been registered, please register           by 07:30 Western Indonesia Time to ensure that the Meeting will start punctually. Registration
        through the website (https://akses.ksei.co.id/);                                                       will be closed at 09:00 Western Indonesia Time. The Shareholders or their proxies that arrive
   iii. To use the eASY.KSEI application, the Shareholders can go to the eASY.KSEI menu, then click            after the registration is closed will be deemed absent and therefore deprived of their right to
        the eASY.KSEI login submenu found on the AKSes KSEI facility (https://akses.ksei.co.id/).              put forward any suggestions and/or ask questions and cast votes at the Meeting.
   The manual for registration, use, and further explanation concerning eASY.KSEI application              3) Any update and/or additional information on the procedure for conducting the Meeting, will be
   (e-Proxy and e-Voting) can be obtained from the website (https://akses.ksei.co.id/).                        published                  on                the                  Company’s                  website
6. The Company’s Shareholders or their proxies that will electronically attend the Meeting                     (https://www.bca.co.id/en/tentang-bca/tata-kelola/Aksi-Korporasi                                and
   through the eASY.KSEI application as referred to in item 4 letter a of these General Provisions             https://www.bca.co.id/en/tentang-bca/hubungan-investor/berita-investor).
   should observe the following provisions:                                                                4) Any Shareholder that attend the Meeting physically and in unhealthy condition, advised to
   a. The Company’s Shareholders can declare their electronic attendance until 13 March 2024,                  wear mask during the Meeting.
      12:00 Western Indonesia Time ("Deadline for Attendance Declaration") and cast their votes            5) In the event of an emergency, which makes it impossible for the Company to hold a physical
      through eASY.KSEI from the date of this Meeting Notice until the Deadline for Attendance                 Meeting, the Company will hold the Meeting electronically without the physical presence of the
      Declaration.                                                                                             Shareholders upon prior notice to the Company’s Shareholders.



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