20240212_BMRI_Pemanggilan RUPS_31577004_lamp3.pdf

2.      Approval for the use of the Company's net profits for 2023 Financial Year.
        Explanation of the Second Meeting Agenda:
        Based on provisions of (i) Article 21 juncto Article 26 of the Company's Articles of
        Association and (ii) Article 70 and Article 71 of Company Law, the use of the Company's
        net profits must be approved by the GMS.

3.      Determination of Remuneration (Salary/Honorarium, Facilities, and Benefits) in 2024
        and Bonus (Tantiem) for the 2023 Financial Year for the Board of Directors and the
        Board of Commissioners of The Company.
        Explanation of the Third Meeting Agenda:
        Based on the provisions of (i) Article 11 paragraph (19) and Article 14 paragraph (30) of
        the Company's Articles of Association, (ii) Article 96 and Article 113 of the Company Law,
        and (iii) Article 76 of Minister of SOE of the Republic Indonesia Regulation No. PER-
        3/MBU/03/2023 concerning Organs and Human Resources of State-Owned Enterprises,
        provisions regarding the amount of salary, honorarium and benefits for the Board of
        Directors and Board of Commissioners of the Company shall be determined by the GMS.

4.      Determination of Public Accountants (AP) and/or Public Accounting Firms (KAP) to audit
        the Company's Consolidated Financial Statements and Financial Statements of the Micro
        and Small Business Funding Program (PUMK) for the 2024 Financial Year.
        Explanation of the Fourth Meeting Agenda:
        - Based on the provisions of (i) Article 21 paragraphs (1) and (2) of the Company's
           Articles of Association, (ii) Article 59 of the Financial Services Authority Regulation
           ("POJK") No. 15/POJK.04/2020 concerning the Plan and Implementation of the General
           Meeting of Shareholders of Public Companies; and (iii) Article 3 paragraph (1) POJK No.
           9 of 2023 concerning the Use of Services of Public Accountant and Public Accountant
           Firms in Financial Services Activities, a GMS determines the Public Accountant and/or
           Public Accountant Firm to audit the Company's ongoing books based on a proposal
           from the Board of Commissioners.
         - Based on the provisions of Article 33 paragraph (3) of SOE Regulation 01, the annual
           Financial Statements of the Micro and Small Business Funding Program (PUMK) must
           be audited by a Public Accounting Firm separately from the audit of SOE Financial
           Statements and prepared in accordance with financial accounting standards.

     5. Reporting on the Realization of the Use of Proceeds from the Shelf Public Offering of
        Shelf Green Bonds I Tranche I of Bank Mandiri of 2023.
        Explanation of the Fifth Meeting Agenda:
        - Based on Article 6 of POJK No. 30/POJK.04/2015 regarding the Realization Report of
           the Use of Proceeds of Public Offering, public companies are required to be
           responsible for the realization of the use of proceeds of public offering in each Annual
           GMS until all of the public offering proceeds have been realized.

        - The realization of the use of proceeds of public offering shall be made as one of the
          agenda of the Annual GMS, but does not require a shareholders approval.

     6. Approval of the update of the Company's Recovery Plan.
        Explanation of the Sixth Meeting Agenda:
        - Based on the provisions of Article 31 paragraph (2) of POJK No. 14/POJK.03/2017
           concerning Recovery Plan for Systemic Banks, the Recovery Plan update which
           contains, among others, changes in the trigger level and/or fulfillment of the adequacy
           and feasibility of debt or investments instruments that have capital characteristics
           owned by systemic banks must obtain the shareholders’ approval in the GMS.
        - If the pertaining Recovery Plan update is submitted to OJK and has not been approved
          by the GMS, the systemic bank must request approval of such Recovery Plan at the
          subsequent GMS.
        - In the 2022 Recovery Plan Update, the Company adjusted the trigger level for the CAR
          to trigger level 1 (Prevention). The trigger level adjustment has been approved by OJK
          and requires shareholder approval in the GMS.
        - In 2023, the Company issued Medium Term Notes Subordinated II of PT Bank Mandiri
          (Persero) Tbk of 2023 to fulfill of the adequacy and feasibility of debt or investment
          instruments that have capital characteristics in the Recovery Plan update document
          that has been submitted to the Financial Services Authority (“OJK”), but has not yet
          obtained the GMS approval.

7.      Approval of amendments to the Company's Articles of Association.
        Explanation of the Seventh Meeting Agenda:
        - Based on Article 25 paragraph (5) and Article 28 of the Company's Articles of
           Association, amendments to the Company's articles of association must obtain
           approval from the GMS, in which the GMS must be attended and approved by the
           Series A Dwiwarna Shareholder.
        - The Company intends to amend the Company's Articles of Association to adjust to the
          following provisions:
            a. Law Number 4 of 2023 concerning Development and Strengthening of the
               Financial Sector, OJK Regulation Number 17 of 2023 concerning Implementation
               of Governance for Commercial Banks;
            b. Minister of SOE of the Republic Indonesia Regulation Number PER-2
               /MBU/03/2023 concerning Guidelines for Governance and Significant Corporate
               Activities of BUMN;
            c. Minister of SOE of the Republic Indonesia Regulation Number PER-
               3/MBU/03/2023 concerning Organs and Human Resources of State-Owned
               Enterprises; and
            d. Regulations related to other Company business activities

     8. Changes in the composition of the Company's Board of Management.
        Explanation of the Eighth Meeting Agenda:
        Based on the provisions of Article 11 paragraph (10) and Article 14 paragraph (12) of the
        Company's Articles of Association, members of the Board of Directors and the Board of
        Commissioners are appointed and dismissed by the GMS, where the GMS must be
        attended and approved by Series A Dwiwarna Shareholder.


Notes:
1.   The Company will not send a separate invitation to the Shareholders as this Invitation is
     considered as an official invitation to the Company's Shareholders to attend the
     Meeting.
2.      Shareholders who are eligible to attend or be represented at the Meeting are the
        Shareholders of the Company whose names are recorded in the Shareholders Register of
        the Company and/or the owners of the Company's shares in the securities account
        balance record at the Collective Custody of PT Kustodian Sentral Efek Indonesia ("KSEI")
        at the closing of stock trading day on February 12, 2024 until 16.00 WIB (Western
        Indonesia Time Zone) ("Eligible Shareholders").

3.      Participation of the Eligible Shareholders in the Meeting may be carried out by the
        following mechanism:
        a.    physically attend the Meeting;
        b.    attend the meeting electronically through the eASY.KSEI (https://akses.ksei.co.id/)
              application; or
        c.    represented by another party by granting a power of attorney electronically
              through the eASY.KSEI (https://akses.ksei.co.id/) application or a granting power
              of attorney in writing.
4.      Shareholders who can attend in person, electronically or authorize electronically (e-
        proxy) through the eASY.KSEI application are Shareholders whose shares are kept in the
        collective custody of KSEI. To use the eASY.KSEI application, Shareholders may access
        the eASY.KSEI menu at the AKSes.KSEI facility (https://akses.ksei.co.id/), subject to the
        following conditions:
        a.    Shareholders inform their attendance or appoint their proxies and/or submit
              voting choices on the eASY.KSEI application, no later than 12.00 WIB on 1 (one)
              business day before the date of the Meeting.
        b.    Shareholders who will attend electronically or provide electronic proxies to the
              Meeting through the eASY.KSEI application, must pay attention to the following
              matters:
                i. Registration Process;
               ii. The process of submitting questions and/or opinions electronically;
              iii. Voting Process;
              iv. GMS broadcast.

          Guidelines for registration, usage, and further explanation of eASY.KSEI can be
          downloaded from the eASY.KSEI website (http://akses.ksei.co.id) or on the
          Company's website (www.bankmandiri.co.id/web/gcg/agm).
     c.   In addition to granting power of attorney electronically, Eligible Shareholders may
          grant power of attorney in writing by using the Power of Attorney form which can
          be downloaded on the Company's website (www.bankmandiri.co.id/web/gcg/
          agm) and when completed must be submitted to the Company's Securities
          Administration Bureau PT Datindo Entrycom at Jl. Hayam Wuruk No. 28, 2nd Floor
          Central Jakarta - 10120, Tel. (021) 350 8077 Fax. (021) 350 8078, on each business
          day from the date of the Meeting Invitation until no later than Thursday, February
          29, 2024 until 16.00 WIB.

5.   Eligible Shareholders who attend based on a Power of Attorney shall apply the
     provisions that members of the Board of Directors, Board of Commissioners and
     employees of the Company may act as proxies in the Meeting but their votes will not be
     taken into account in voting at the Meeting. The form of Power of Attorney can be
     downloaded on the Company's website (www.bankmandiri.co.id/web/gcg/agm).

6.   Eligible Shareholders or their proxies who will physically attend the Meeting shall be
     required to submit a copy of their Identity Card or other valid identification to the
     registration officer before entering the Meeting room. Legal Entities Shareholders must
     bring with them copies of its Articles of Association and deeds of appointment of the
     latest members of the Board of Directors and the Board of Commissioners or their
     management thereof and effective in accordance with applicable regulations. As for
     shareholders in KSEI collective custody will be required to present the Written
     Confirmation for GMS ("KTUR") to the registration officer before entering the Meeting
     room. If the Shareholders are unable to present the KTUR, the Shareholders may still
     attend the Meeting to the extent their name are recorded in the Shareholders Register
     of the Company and bring a verified identity in accordance with applicable regulations.

7.   Meeting     materials      are     available     on   the    Company's       website
     www.bankmandiri.co.id/web/gcg/agm from the date of this Meeting Invitation until the
     date of the Meeting, provided that the curriculum vitae of the candidates for the
     management of the Company to be appointed will be available no later than the time of
     the Meeting as stipulated under laws and regulations.

8.   In order to facilitate the arrangement and for the order of the Meeting, Shareholders or
     their proxies who are physically present are kindly requested to be at the Meeting
     venue no later than 30 (thirty) minutes before the Meeting begins.

                                 Jakarta, February 13, 2024

                               PT Bank Mandiri (Persero) Tbk
                                    Board of Directors