20240207_BBRI_Pemanggilan RUPS_31576623_lamp3.pdf

2. Determination of Appropriation of the Company's Net Profit for the Financial Year
   of 2023

     Rationale:

     a. Pursuant to Article 70, Article 71 and Article 72 of Company Law, also Article 26 paragraph
        (1) of the Company’s Articles of Association, the GMS decides the appropriation utilization
        of net profit and disbursement of dividend.

     b. On January 18, 2024, the Company disbursed the interim dividend for the Financial Year of
        2023 which is calculated in the cash dividend derived from the Company’s net profit for the
        Financial Year of 2023.

3. Determination of the Remuneration (salary/honorarium, facilities and benefits)
   for the Financial Year of 2024, as well as Tantiem for the Financial Year of 2023,
   for the Board of Directors and the Board of Commissioners of the Company

     Rationale:

     a. Pursuant to Article 96 and Article 113 of Company Law, provision on the amount of
        Remuneration and Tantiem of the Board of Directors is decided by a resolution of GMS
        which may be delegated to the Board of Commissioners. Provision on the amount of
        Remuneration and Tantiem of the Board of Commissioners is decided by a GMS.
     b. Pursuant to the Regulation MSOE Regulation No. PER-3/MBU/03/2023 dated March 24,
        2023 concerning Organs and Human Resources of State-Owned Enterprises (‘MSOE
        Regulation 3/2023’), it is stipulated that:
        1) The amount of the salary of Board of Directors of State-Owned Enterprises is
           determined by a GMS/Minister each year during a year, from January of the current
           year.
        2) The State-Owned Enterprises may grant Tantiem/Special Incentive/Long Term
           Incentive to Board of Directors and Board of Commissioners and Supervisory Body
           pursuant to the decision of a GMS/Minister in the ratification of Annual Report.
     c. Pursuant to Article 5 paragraph (4) letter c of Company’s Articles of Association, the Series
        A Dwiwarna Shareholder is entitled to approve the remuneration of the Board of Directors
        and the Board of Commissioners.
4.   Appointment of Public Accountant and/or Public Accountant Firm to
     Perform Audit on the Company’s Consolidated Financial Statements for the
     Financial Year of 2024 as well as Micro and Small Enterprise Funding
     Program’s Financial Statements and Implementation Report for the
     Financial Year of 2024




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     Rationale:

     Pursuant to Article 3 of Financial Services Authority Regulation No. 9 year 2023 dated July 11,
     2023 concerning the Use of Public Accountant and Auditing Firm in Financial Services Activities
     and Article 59 of Financial Services Authority Regulation No.15/POJK.04/2020 dated April 20,
     2020 concerning The Planning and Holding of General Meetings of Shareholders of Public
     Limited Companies (“POJK GMS”), appointment and dismissal of public accountant and/or
     public accountant firm which will perform audit of historical annual financial information must
     be decided in a GMS, by considering the opinion from the Board of Commissioners and with
     regard to the recommendation from audit committee.

5.   Report on the Realization of the Utilization of Proceeds from the Bank BRI
     Subordinated Bonds IV Year 2023 and Bank BRI Green Bonds I Phase II Year 2023

     Rationale:

     Pursuant to POJK No. 30/POJK.04/2015 dated 22 December 2015 concerning Report on the
     Realization of Use of Public Offering Proceeds ("POJK 30/2015"), that:

     a. Article 7 paragraph (1) POJK 30/2015, principally regulates that accountability for the
        realization of the use of funds from the first Public Offering must be carried out at the
        nearest annual GMS which will be held even though the realization of the use of funds has
        not yet covered 1 (one) year after the date of delivery of the Securities or after the
        allotment date.

     b. Article 8 POJK 30/2015, In essence, it regulates that in the event that the Company
        conducts a Public Offering of shares or debt securities which can or must be converted into
        shares, the Company is obliged to report the realization of the proceeds from the Public
        Offering at each Annual GMS until all of the proceeds from the Public Offering have been
        realized.

     c. This Agenda is merely a report, thus an approval of GMS is not required.

6.   Approval of Amendments to the Company’s Articles of Association

     Rationale:

     a. Pursuant to Article 19 paragraph (1) UUPT, principally regulates that the amendment of
        Company’s Article of Associations is determined by GMS;

     b. Pursuant to Article 28 paragraph (1) and (2) of the Company’s Articles of Association,
        amendments of the Company’s Artiicles of Association is ratified by the GMS with regard to
        Company Law and/or Capital Market regulation.

     c. Changes to the Company's Articles of Association are carried out in order to adjust to
        applicable regulations.




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7.   Changes in the Composition of the Company’s Management

     Rationale:

     a. Pursuant to Article 11 paragraph (10) and Article 14 paragraph (12) of Company’s Articles
        of Association, the Board of Directors and Board of Commissioners are appointed and
        dismissed in a GMS attended by, and the candidate proposed by Series A Dwiwarna
        Shareholder.

     b. Pursuant to Article 3 and Article 23 POJK No. 33/POJK.04/2014 dated 8 December 2014
        concerning the Board of Commissioners and Board of Directors of Issuers or Public
        Companies (“POJK 33/2014”), that 1 (one) term of office of the Board of Commissioners
        and the Board of Commissioners is a maximum of 5 (five) years or until the closing of the
        annual GMS at the end of 1 (one) term of office and can be reappointed.

In accordance with the Meeting, the Company hereby conveys the following matters:

1.   This invitation constitutes an official invitation of the Meeting. Therefore, the Company shall
     not send separate invitations to the Shareholders.

2.   Pursuant to Article 23 paragraph (2) of POJK GMS, Shareholders who are entitled to attend
     and vote in the Meeting are those whose names are recorded in the Shareholders Register of
     the Company or in the securities account at The Indonesian Central Securities Depository
     (“KSEI”) on Tuesday, February 6, 2024.

3. Pursuant to Financial Services Regulation Regulation No. 16/POJK.04/2020 dated April 20,
   2020 concerning the Electronic General Meeting of Shareholders (“POJK e-RUPS”) and
   Regulation of KSEI No. XI-B concerning the Procedure for the Convening of Elecronic General
   Meeting of Shareholders Supplemented by the Casting of Votes through Electronic General
   Meeting System of KSEI (eASY.KSEI):

     a. The Meeting will be held electronically through eASY.KSEI and physically/present at the
        venue of the Meeting. Considering the limited room capacity, the Company is authorized to
        restrict the number of Shareholders who may attend the Meeting physically.

     b. The Shareholders may only attend in the Meeting electronically or grant their power of
        attorney via eASY.KSEI with the following procedures:

       1) The Shareholders shall be registered in the Facility of Securities Ownership Reference
          of KSEI (“AKSes KSEI”). If the Shareholders are not registered, the Shareholders are
          kindly required to register on the website https://akses.ksei.co.id.

       2) For registered Shareholders, the proxy is provided at eASY.KSEI in the website
          https://easy.ksei.co.id (“e-Proxy”).

       3) The Shareholders may declare their proxy and votes, modify the appointment of the
          Attorney and/or the votes for the agenda of the Meeting, or revoke the proxy since the
          date of the Invitation of the Meeting until 1 (one) business day prior to the date of the
          Meeting, which is Thursday, February 29, 2024 at 12.00 WIB.




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c. Following matters which should be noticed on the registration process for Shareholders
   who will attend the Meeting electronically to give an e-voting through eASY.KSEI are:

  1) The Shareholders mentioned below must register their attendance electronically in
     eASY.KSEI on the date of the Meeting starting from 12.00 to 13.30 WIB:

       a)   Local individual Shareholders who have not declared their attendance or proxy in
            eASY.KSEI until the specified time limit and intend to attend the Meeting
            electronically.

       b) Local individual Shareholders who have declared their attendance, yet have not
          submitted their vote in eASY.KSEI until the specified time limit and intend to
          attend the Meeting electronically.

       c)   Proxy from the Shareholders who have granted power of attorney to the
            Independent Representative or Individual Representative, yet have not submitted
            their vote in eASY.KSEI until the specified time limit.

       d) Proxy from the Shareholders who have granted power of attorney to
          participant/intermediary (Custodian Bank or Securities Company) and have
          submitted their vote in eASY.KSEI until the specified allocated time.

  2) For Shareholders who have granted an attendance declaration or proxy to the
     Independent Representative or Individual Representative and have submitted their
     vote for the Meeting agenda in eASY.KSEI until the specified time limit, such
     Shareholder/the Proxy is not required to register attendance electronically in
     eASY.KSEI.

  3) Any delay or failure in the electronic registration process for any reason will cause the
     Shareholders or their Proxy are unable to attend the Meeting electronically, and their
     share ownership will not be calculated as the attendance quorum.

  4) Guidelines for registration, use and explanation concerning eASY.KSEI and AKSes KSEI
     are available on https://easy.ksei.co.id and/or https://akses.ksei.co.id.

d. Exempted from previous provision, Shareholders with the scripted shares may attend the
   Meeting physically by complying point e below.

e. Shareholders who will attend physically, shall comply with following provisions:

  1) Shareholders are recommended to attend and represented by their proxies with the
     following provisions:

       a)   Shareholders grant their power of attorney to Independent Representative.
       b) The form of Power of Attorney may be downloaded in the Company’s website.
          The fully completed Power of Attorney must be delivered to the Share Registrar
          (Biro Administrasi Efek/“BAE”) of the Company, PT Datindo Entrycom, Jl. Hayam
          Wuruk No. 28, Jakarta 10210, Telp. (021) 3508077, no later than Tuesday,
          February 27, 2024, at 16.15 WIB.




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  2) Attending Shareholders (or their proxy) who will attend are requested to bring and
     submit a copy of valid identification to the registration officer before entering the
     Meeting room.

  3) Legal Entity Shareholders are requested to bring a complete copy of their latest Articles
     of Association, attached with the latest Deed of the current composition of the Board of
     Directors and the Board of Commissioners.

  4) Shareholders in the securities account of KSEI shall deliver Written Confirmation for
     GMS (“KTUR”) which may be collected on business hours in the Securities Company or
     in the Custodian Bank where such Shareholders opened their securities account.

  5) Shareholders (or their Proxy) shall follow and pass the security and health protocol
     available in the Meeting venue, as follows:

       a)   Wearing a mask during the activity in the area and Meeting venue.
       b)   Following the procedure and protocol for the prevention of the spread or
            infection of Covid-19 as may be enforced by the Company.

      For everyone’s healty and safety, the Company may disallow the Shareholders (or their
      Proxy) to attend/enter the building area or be present around the venue of the Meeting
      in the event the Shareholders (or their proxy) do not comply with healthy protocol and
      order as mentioned in the Meeting’s rules, and if the event any specific condition, based
      on the Company’s consideration, is necessary to be exercised as the implementation of
      healthy and safety protocol.

f. Further explanation regarding to the agendas of the Meeting is available in the Materials of
   Meeting from the date of this Invitation to the day of the Meeting which may be
   downloaded on the Company’s website pursuant to Article 18 paragraph (1) dan paragraph
   (4) of POJK RUPS.

g. To simplify the arrangement and orderliness of the Meeting, the Shareholders
   (or their proxy) are required to arrive 30 (thirty) minutes prior to the Meeting is started.



                              Jakarta, February 7, 2024
                      PT Bank Rakyat Indonesia (Persero) Tbk
                                Board of Directors




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