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20260413_BRIS_Pemanggilan RUPS_32070315_lamp2.pdf
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Page 1
DRAFT 24082022
RE-CONVOCATION OF THE
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT BANK SYARIAH INDONESIA (PERSERO) Tbk
Referring to the Notice of the Annual General Meeting of Shareholders (hereinafter referred
to as the “Meeting”) of PT Bank Syariah Indonesia (Persero) Tbk (hereinafter referred to as
the “Company”) which was announced on March 26, 2026, the Company hereby adds an
Agenda for the Meeting, so that in accordance with Article 19 paragraph (2) of OJK Regulation
Number 15/POJK.04/2020 Concerning the Planning and Implementation of General Meetings
of Shareholders of Public Companies (“POJK GMS”), the Company is required to re-invite the
Meeting with the procedures for summons as referred to in Article 17 of POJK GMS.
Based on this, the Company hereby issues a Resummons of the Meeting to all Shareholders
of the Company, with the following changes to the Meeting information::
Formerly
Day, Date : Friday, April 17, 2026
Time : 14.00 WIB – finished
Place and Mechanism : Central Jakarta, through the KSEI Electronic General
Meeting System facility (“eASY.KSEI”) at the link
https://akses.ksei.co.id/ provided by PT Kustodian Sentral
Efek Indonesia (“KSEI”).
Presently
Day, Date : Tuesday, May 5, 2026
Time : 14.00 WIB – finished
Tempat dan Mekanisme : Central Jakarta, through the KSEI Electronic General
Meeting System facility (“eASY.KSEI”) at the link
https://akses.ksei.co.id/ provided by PT Kustodian Sentral
Efek Indonesia (“KSEI”).
Furthermore, the Meeting will be held with the entire Meeting Agenda as follows:
1. Approval of the Company’s Annual Report and Ratification of the Company's
Financial Statements, as well as Approval of the Board of Commissioners'
Supervisory Duties Report for Financial Year 2025, including the Granting of Full
Release and Discharge of Responsibility (volledig acquit et de charge) to the Board
of Directors for Management Actions and to the Board of Commissioners for
Supervisory Actions during Financial Year 2025.
Legal Basis and Explanation:
i. Legal basis:
a) Article 66 in conjunction with Article 67, Article 68, Article 69, Article 78 paragraph
(3) and Article 116 letter c of Law of the Republic of Indonesia Number 40 of 2007
concerning Limited Liability Companies as last amended by Law of the Republic
of Indonesia Number 6 of 2023 concerning the Stipulation of Government
Regulation in Lieu of Law of the Republic of Indonesia Number 2 of 2022
concerning Job Creation to Become Law ("Company Law").
b) Article 15 H paragraph (1) of Law Number 19 of 2003 concerning State-Owned
Enterprises as amended by Law Number 1 of 2025 concerning the Third
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DRAFT 24082022
Amendment to Law Number 19 of 2003 concerning State-Owned Enterprises and
Law Number 16 of 2025 concerning the Fourth Amendment to Law Number 19 of
2003 concerning State-Owned Enterprises ("BUMN Law").
c) Article 25 paragraph (1) (2) (3) in conjunction with Article 22 paragraph (5) of the
BSI Articles of Association.
ii. Explanation:
In the Meeting, the Shareholders will present and request approval/ratification of the
following:
a) The Company's Annual Report includes the Supervisory Report of the Company's
Board of Commissioners for the 2025 Financial Year ending on December 31, 2025,
which can be downloaded via the link https://ir.bankbsi.co.id/annual_reports.html
b) The Company's Financial Report for the financial year ending December 31, 2025,
which can be downloaded via the link https://ir.bankbsi.co.id/financial_reports.html
c) The approval/ratification of the Shareholders on this agenda item also provides full
release and discharge (volledig acquit et de charge) to all members of the Board of
Directors for their management of the Company and to the Board of Commissioners
for their supervisory actions for the Company carried out during the financial year
ending December 31, 2025, to the extent that such actions do not constitute a
criminal offense and are reflected in the aforementioned reports..
2. Approval of the Use of the Company's Net Profit for Financial Year 2025.
Legal Basis and Explanation:
i. Legal basis:
a) Article 70 and Article 71 of the UUPT.
b) Article 22 paragraph (9) in conjunction with Article 25 paragraph (2) letter b, Article
30 of the BSI Articles of Association.
ii. Explanation:
a) The use of the Company's net profit, including the determination of the amount of
the reserve allocation, is decided by the Annual General Meeting of Shareholders.
b) The Company is required to set aside a certain amount of profit each financial year
for the reserve allocation, until it reaches at least 20% of the issued and paid-up
capital.
c) The Board of Directors must submit a proposal to the Annual General Meeting of
Shareholders regarding the use of undistributed net profit, which may be set aside.
d) Further details regarding the Company's Net Profit for the 2025 Financial Year can
be found in the Financial Statements in the Company's 2025 Annual Report, which
can be downloaded via the link https://ir.bankbsi.co.id/financial_reports
e) The Meeting will present and seek approval from Shareholders regarding the
proposed use of the Company's net profit for the financial year ending December
31, 2025.
3. Determination of Salary/Honorarium including Facilities and Allowances for
Financial Year 2026, and Remuneration Based on Performance for Financial Year
2025, for the Board of Directors, the Board of Commissioners, and the Sharia
Supervisory Board.
Legal Basis and Explanation:
i. Legal basis:
a) Article 96 paragraph (1) in conjunction with Article 113 of the Company Law.
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DRAFT 24082022
b) Article 76 of the Minister of State-Owned Enterprises Regulation Number PER-
3/MBU/03/2023 concerning State-Owned Enterprises' Organs and Human
Resources ("PER-3/2023").
c) Article 9 letter b in conjunction with Articles 21, 22, 23, 24, and 25 of OJK
Regulation Number 59/POJK.03/2017 concerning the Implementation of
Governance in the Provision of Remuneration for Sharia Commercial Banks and
Sharia Business Units ("POJK 59/2017").
d) Article 34 paragraph (2) of OJK Regulation Number 2 of 2024 concerning the
Implementation of Sharia Governance for Sharia Commercial Banks and Sharia
Business Units ("POJK 2/2024")
e) Article 11 paragraph (15) in conjunction with Article 14 paragraph (25), Article 17
paragraph (24), and Article 30 paragraphs (2) and (7) of the Company's Articles
of Association.
ii. Explanation:
a) The salaries of members of the Board of Directors of State-Owned Enterprises
(BUMN) and the honorarium for the Board of Commissioners of BUMN are
determined by the GMS annually for one year, starting from January of the current
year. BUMNs may provide performance awards and/or other forms of remuneration
to members of the Board of Directors and Board of Commissioners based on the
GMS's determination, provided they meet the criteria set forth in applicable
regulations.
b) Members of the Sharia Supervisory Board are provided with honorariums and
allowances/facilities, including bonuses, the type and amount of which are
determined by the GMS.
c) Regarding the above matters, the Board of Directors must submit a proposal to the
Annual GMS, without prejudice to the GMS's right to decide otherwise.
d) The proposed resolutions in this third agenda item will be presented at the Meeting
and the Shareholders will seek approval.
4. Appointment of a Public Accountant at a Public Accounting Firm to Audit the
Company's Financial Statements for Financial Year 2026.
Legal Basis and Explanation:
i. Legal basis:
a) Article 71 paragraph (1) of the State-Owned Enterprises Law.
b) Article 59 of OJK Regulation Number 15/POJK.04/2020 concerning the Planning
and Implementation of General Meetings of Shareholders of Public Companies
("POJK 15/2020").
c) Article 3 in conjunction with Article 5, Article 7, and Article 9 of OJK Regulation
Number 9 of 2023 concerning the Use of Public Accountant Services and Public
Accounting Firms in Financial Services Activities ("POJK 9/2023").
d) Article 33 paragraphs (2) and (3) of the Minister of State-Owned Enterprises
Regulation No. PER-1/MBU/03/2023 concerning Special Assignments and Social
and Environmental Responsibility Programs of State-Owned Enterprises ("PER-
1/2023").
e) Article 15 paragraph (2) letter b.5 in conjunction with Article 25 paragraph (2) letter
c, paragraph (4), and paragraph (5) of the Company's Articles of Association.
ii. Explanation:
a) The appointment of a Public Accountant (AP) and/or Public Accounting Firm (KAP)
to provide audit services for the Company's annual historical financial information
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DRAFT 24082022
must be decided at a GMS, taking into account the Board of Commissioners'
proposal.
b) The appointment and dismissal of a Public Accountant and/or Public Accounting
Firm to provide audit services for the annual historical financial information must
be decided at a GMS, taking into account Capital Market regulations.
c) Pursuant to Ministerial Regulation 1/2023, the financial statements and
implementation reports of the SOE's Social and Environmental Responsibility
Program ("TJSL") are integrated with the quarterly and annual reports of SOE
performance, outlined in separate chapters.
d) During the Annual GMS for the appointment of a Public Accountant and/or Public
Accounting Firm, the GMS may delegate its authority to the Board of
Commissioners to dismiss the appointed Public Accountant and/or Public
Accounting Firm at any time, including appointing a replacement Public
Accountant and/or Public Accounting Firm, taking into account Capital Market and
Islamic Banking regulations.
e) In the Meeting, the Shareholders will present and request approval for the
proposed decisions on this fourth agenda item.
5. Delegation of Authority for the Approval of the Company’s Long-Term Plan (RJPP)
2026-2030, and the Company’s Work Plan and Budget (RKAP) for 2027, including
any amendments thereto from the GMS to the party designated by the GMS.
Legal Basis and Explanation:
i. Legal Basis:
a) Article 15G paragraph (2) and paragraph (6) of the State-Owned Enterprises Law.
b) Article 20 in conjunction with Article 21 of the BSI Articles of Association.
ii. Explanation:
a) The Board of Directors is required to prepare a Draft Long-Term Plan (RJP) based
on the BUMN Roadmap in accordance with the provisions of laws and regulations
in the State-Owned Enterprise sector.
b) The Company's Work Plan and Budget (RKAP) and the Long-Term Plan (RJP)
that have been prepared must be approved by the GMS.
c) The GMS' authority may be delegated to the Board of Commissioners with prior
approval from the Series A Dwiwarna Shareholder.
d) If the GMS' authority is delegated to the Board of Commissioners, the draft RKAP
must be signed by all members of the Board of Directors and the Board of
Commissioners, provided that:
1) Must be submitted to the GMS or the Proxy for approval, no later than 30
(thirty) days before the start of the new fiscal year;
2) The GMS or the Proxy must approve it no later than 30 (thirty) days after the
current fiscal year.
3) If the draft RKAP has not been approved by the GMS or the Board of
Commissioners within the aforementioned period, the previous year's RKAP
shall apply.
e) In the event that the authority of the GMS is delegated to the Board of
Commissioners, the draft RJP which has been signed by all members of the Board
of Directors and the Board of Commissioners, with the provisions:
1) Must be submitted to the GMS or the authorized person to obtain approval, no
later than 90 (ninety) days before the start of the first financial year of the RJP;
and
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DRAFT 24082022
2) The GMS or the Power of Attorney must approve no later than 30 (thirty) days
before the start of the first fiscal year of the RJP.
f) In the Meeting, the Shareholders will present and request approval for the proposed
decisions on this fifth agenda item.
6. Report on the Realization of the Use of Proceeds from the Sustainable Public
Offering of Sukuk Mudharabah Based on Sustainable Development I Bank BSI Phase
II 2025.
Legal Basis and Explanation:
i. Legal Basis:
Article 6 paragraph (1) (2) and Article 7 of OJK Regulation Number 30/POJK.04/2015
concerning the Report on the Realization of the Use of Proceeds from Public Offerings
("POJK 30/2015").
ii. Explanation:
a) The Company is required to account for the use of proceeds from the Public
Offering at each Annual General Meeting of Shareholders (AGMS) until all
proceeds from the Public Offering have been disbursed.
b) This accountability report must be made at the nearest Annual General Meeting
of Shareholders, even if the use of proceeds has not yet been completed within
one year of the allotment date or if all proceeds from the Public Offering have been
fully utilized.
c) This realization report must be included as an agenda item at the Annual General
Meeting of Shareholders (AGMS).
d) There are no proposed resolutions in this agenda item, as this agenda item does
not require GMS approval and is mandatory, requiring the Board of Directors to
report the use of proceeds from the Public Offering until the funds are fully utilized
in accordance with the intended use of the funds to the GMS. Therefore, no
resolutions are made at the Annual General Meeting of Shareholders (AGMS)..
7. Amendments to the Company's Articles of Association.
Legal Basis and Explanation:
i. Legal Basis:
a) Law No. 4 of 2023 concerning the Development and Strengthening of the Financial
Sector ("UUP2SK").
b) Financial Services Authority Regulation No. 17 of 2024 concerning the
Implementation of Bullion Business Activities ("POJK 17/2024").
c) Financial Services Authority Letter No. S-53/PB.22/2025 dated February 12, 2025,
concerning Licensing for the Operation of Gold Deposit Products and Gold
Trading.
d) Financial Services Authority Letter No. S-259/PB.22/2025 dated November 10,
2025, concerning Licensing for the Operation of Gold Deposit Products.
e) DSN-MUI Fatwa No. 166/DSN-MUI/II/2026 dated February 11, 2026, concerning
Bullion Business Activities Based on Sharia Principles.
f) Central Statistics Agency Regulation No. 7 of 2025 concerning the Standard
Classification of Indonesian Business Fields.
g) OJK Regulation No. 2 of 2024 concerning the Implementation of Sharia
Governance for Sharia Commercial Banks and Sharia Business Units ("POJK
2/2024").
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DRAFT 24082022
ii. Explanation:
a) Referring to the provisions above, there are several provisions of the Articles of
Association that need to be readjusted and harmonized with applicable provisions.
b) Several provisions proposed for amendment are as follows.:
1) 1) Addition of Bullion Bank's business activities in Article 3 paragraph (2) of the
Company's Articles of Association;
2) 2) Related to the provisions for Sharia Supervisory Board meetings with a
majority of the members of the Board of Directors and a majority of the members
of the Board of Commissioners in accordance with the minimum meeting
frequency requirements as stipulated in POJK 2/2024.
c) In the Meeting, the Shareholders' approval will be presented and requested
regarding the proposed changes to the Company's Articles of Association as
referred to and the approval of the GMS to grant authority to the Board of Directors
to carry out all necessary actions in connection with changes to the Company's
Articles of Association in accordance with the provisions of applicable laws and
regulations and sharia principles.
8. Changes in the Composition of the Company's Board of Commissioners.
Legal Basis and Explanation:
i. Legal Basis:
a) Article 27 of the State-Owned Enterprises Law, concerning the appointment and
dismissal of the Board of Commissioners by the GMS.
b) OJK Regulation No. 33/POJK.04/2014 dated December 8, 2014, concerning the
Board of Directors and Board of Commissioners of Issuers or Public Companies
("POJK 33")
c) Article 5 paragraph (4) letter c number 3 of the Company's Articles of Association,
concerning the special rights of holders of the Company's Series A Dwiwarna share.
d) Article 14 paragraphs (8), (9), (10), and (11) of the Company's Articles of
Association, concerning the appointment and dismissal of members of the Board of
Commissioners.
e) Letter from the State-Owned Enterprises Supervisory Agency (BP BUMN) Number
SR-161/BP/04/2026 dated April 8, 2026, concerning the Addition of an Agenda to
the Annual General Meeting of Shareholders (AGM) for the 2025 Fiscal Year of PT
Bank Syariah Indonesia (Persero), Tbk. ("BP BUMN Letter of April 8, 2026")
ii. Explanation:
a) BP BUMN, as the holder of the Series A Dwiwarna Share, has the privilege of
proposing agenda items for the GMS. Through a letter from BP BUMN dated April
8, 2026, BP BUMN proposed the addition of this agenda item to be decided at the
Meeting.
b) Members of the Company's Board of Commissioners are appointed and dismissed
by a GMS held in accordance with the provisions of the Company's Articles of
Association.
c) The GMS resolution regarding the appointment and dismissal of members of the
Company's Board of Commissioners also stipulates the effective date of such
appointment and dismissal. If the GMS does not stipulate this, the appointment and
dismissal of members of the Board of Commissioners shall be effective upon the
closing of the GMS.
d) Members of the Company's Board of Commissioners are appointed for a term
commencing on the date determined by the appointing GMS and ending at the
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DRAFT 24082022
closing of the fifth Annual GMS following the date of their appointment.
e) The proposed resolutions on this eighth agenda item will be presented at the
Meeting and the Shareholders' approval will be sought.
9. Affirmation of the Alignment of the Terms of Office of the Members of the Board of
Directors, the Board of Commissioners, and the Sharia Supervisory Board with the
Company's Articles of Association.
Legal Basis and Explanation:
i. Legal Basis:
a) Article 11 paragraph (9) of the BSI Articles of Association, for the term of office of
the Board of Directors.
b) Article 14 paragraph (10) letter a of the BSI Articles of Association, for the term of
office of the Board of Commissioners.
c) Article 17 paragraph (11) of the BSI Articles of Association, for the term of office
of the Sharia Supervisory Board.
d) Letter from the State-Owned Enterprises Regulatory Agency Number S-
12/Wk2.BPU/01/2026 dated January 13, 2026, concerning the Confirmation of the
Term of Office of the Company's Board of Directors and Board of Commissioners.
("State-Owned Enterprises Regulatory Agency Letter of January 13, 2026").
ii. Explanation:
a) The Company has adjusted the provisions on the terms of office of the Board of
Directors, Board of Commissioners, and Sharia Supervisory Board in the
Company's Articles of Association to comply with the State-Owned Enterprises
Law as follows:
"determined by the GMS appointing them and no later than the closing of the fifth
Annual GMS following their appointment."
b) The terms of office of all members of the Company's Board of Directors, Board of
Commissioners, and Sharia Supervisory Board are currently based on the GMS
resolution for their respective appointments, namely "ending at the closing of the
third Annual GMS following their appointment."
c) Based on the BP BUMN Letter dated January 13, 2026, it is necessary to clarify
in a GMS Resolution the terms of office in accordance with the provisions of the
BUMN Law, which have been adopted in the Company's Articles of Association,
namely "ending at the closing of the fifth Annual GMS following their appointment."
d) In order to comply with the provisions of the Company's Articles of Association and
the BP BUMN Letter dated January 13, 2026, it is necessary to confirm the
adjustments to the terms of office of the members of the Board of Directors, the
Board of Commissioners, and the Sharia Supervisory Board.
e) fAt the Meeting, the proposed decisions in this ninth agenda item will be presented
and the Shareholders' approval will be sought.
Notes:
1. The Company will not send separate invitations to the Company's Shareholders because
this Invitation is in accordance with Article 14 paragraph (9) of the Company's Articles of
Association and therefore this Invitation constitutes an official invitation to the Company's
Shareholders.
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DRAFT 24082022
2. Shareholders entitled to attend the Meeting are the Company's Shareholders whose names
are recorded in the Company's Shareholder Register and/or the Company's shareholders
in the securities account balance records at the Collective Custody of PT Kustodian Sentral
Efek Indonesia on Friday, April 10, 2026, at 16.15 WIB (hereinafter referred to as "Eligible
Shareholders").
3. Taking into account OJK Regulation Number 14 of 2025 dated June 20, 2025 concerning
the Implementation of General Meetings of Shareholders, General Meetings of
Bondholders, and General Meetings of Sukuk Holders Electronically (“POJK e-RUPS”) and
KSEI Regulation Number: XI-B of 2022 concerning Procedures for Implementing General
Meetings of Shareholders Electronically accompanied by Voting through the KSEI
Electronic General Meeting System (eASY.KSEI):
a. The Meeting will be held electronically through eASY.KSEI at the Meeting venue. Based
on Article 24 paragraph (5) of the POJK e-RUPS and taking into account room capacity,
the Company has the authority to limit the number of Shareholders who can physically
attend the Meeting.
b. Shareholders may attend electronically or provide power of attorney through the
eASY.KSEI Facility with the following procedures:
1) Shareholders must first be registered with the KSEI Securities Ownership Reference
Facility ("AKSes KSEI"). If not yet registered, Shareholders are requested to register
through the website https://akses.ksei.co.id.
2) For registered Shareholders, proxies are granted in eASY.KSEI through the website
https://easy.ksei.co.id ("e-Proxy").
3) Shareholders may declare their power of attorney and vote, change the appointment
of the Attorney and/or vote choice for the Meeting Agenda, or revoke their power of
attorney, from the date of the Meeting Invitation until no later than 1 (one) working
day before the date of the Meeting, namely Monday, May 4, 2026 at 12.00 WIB.
c. c. Things that need to be considered in the registration process for Shareholders via
eASY.KSEI are as follows:
1) Shareholders who register their attendance electronically are required to register
their attendance on the day of the Meeting with the following explanation.:
a) Local individual shareholders who have not submitted a declaration of
attendance or proxy in eASY.KSEI by the specified deadline and wish to attend
the Meeting electronically.
b) Local individual shareholders who have submitted a declaration of attendance
but have not yet determined their voting preferences in eASY.KSEI by the
specified deadline and wish to attend the Meeting electronically.
c) Proxies of shareholders who have authorized their power of attorney to an
Independent Representative or Individual Representative but have not yet
determined their voting preferences in eASY.KSEI by the specified deadline.
d) Proxies of shareholders who have authorized their power of attorney to a
participant/intermediary (Custodian Bank or Securities Company) and have
determined their voting preferences in eASY.KSEI by the specified deadline.
2) Delays or failures in the electronic registration process for any reason will result
in Shareholders or their Proxies being unable to attend the Meeting
electronically, and their share ownership will not be counted as a quorum for
attendance.
3) Guidelines for registration, registration, use, and further explanation regarding
eASY.KSEI and AKSes KSEI can be found on the KSEI website at
https://akses.ksei.co.id/ and https://easy.ksei.co.id or the Company's website..
d. The Chairperson of the Meeting, the Board of Directors, the Board of Commissioners
and the Sharia Supervisory Board as well as capital market supporting professionals
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DRAFT 24082022
who assist in the implementation of the Meeting attend the Meeting at the location where
the Meeting is held.
4. The Meeting Agenda Materials are available during working hours from the date of the
Meeting Invitation until the Meeting is held. The Meeting Agenda Materials can be
downloaded on the Company's website in accordance with Article 18 paragraph (1) and
paragraph (2) of OJK Regulation Number 15/POJK.04/2020 of 2020 concerning the
Planning and Implementation of General Meetings of Shareholders of Public Companies.
Jakarta, April 13, 2026
Board of Directors
Names mentioned 6 people and organisations named in the text · linked when the evidence is strong
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PT Kustodian Sentral Efek Indonesia
p.1 ×5
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Minister of State-Owned Enterprises Regulation Number PER-
p.3
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org
Minister of State-Owned Enterprises Regulation No. PER-
p.3
unresolved
org
Bank BSI Phase II
p.5
unresolved
org
Financial Services Authority
p.5 ×3
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