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20240111_BNGA_Ringkasan Risalah//Risalah RUPS_31568170_lamp5.pdf

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Page 1 OCR 0.895
ASHOYA RATAM, SH, MKn.
NOTARY AND LAND DEED OFFICIAL OF SOUTH JAKARTA ADMINISTRATIVE CITY

Jl. Suryo No. 54, Kebayoran Baru, Jakarta 12180, Phone. : 021-29236060, Fax. : 021-29236070 Email: notaris@ashoyaratam.com

Jakarta, January 11" , 2024

Number : 03B/1/2024

Subject

! Resume of the Third Extraordinary General Meeting of Shareholders of

PT BANK CIMB NIAGA Tbk

To the Honorable:
PT BANK CIMB NIAGA Tbk
In Jakarta

Dear Sirs/Madam,

I hereby convey the Resume of the Third Extraordinary General Meeting of Shareholders (hereinafter
referred to as the “Third Meeting”) of “PT BANK CIMB NIAGA Tbk”, having its domicile in South
Jakarta (hereinafter referred to as the “Company”) which has been held on:

A. Day/date : Thursday, January 11" ,2024
Time 1 At 14.25 to 15.02 Western Indonesian Time
Place : Meeting Room M Floor, Graha CIMB Niaga, Jl Jend. Sudirman Kav 58,
South Jakarta— 12190

The Third Meeting was held with agendas as follow:

1. Approval of Capital Increase without Pre-emptive Rights (Non Pre-emptive Rights
Issue): and

2. Amendment to the Articles of Association of the Company.

B. Members of the Board of Commissioners, Board of Directors and Sharia Supervisory Board as well as

Audit Committee of the Company, who were presence at the Third Meeting:

BOARD OF COMMISSIONERS
President Commissioner 1 DIDI SYAFRUDDIN YAHYA
Vice President Commissioner (Independent) 1 GLENN MUHAMMAD SURYA YUSUF
Independent Commissioner 1 JEFFREY KAIRUPAN
Independent Commissioner 1 SRI WIDOWATI
Independent Commissioner 1. FARINA J. SITUMORANG"
Commissioner 1 DATO' ABDUL RAHMAN AHMAD
Commissioner 1 VERA HANDAJANI

#) Effective upon obtaining the OJK approval and/or fulfilled the reguirements as determined in the OJK approval.

BOARD OF DIRECTORS
President Director 1. LANI DARMAWAN
Director 1 LEE KAI KWONG
Director 1 JOHN SIMON
Director concurrently as Compliance Director :  FRANSISKA OEI
Director 1. PANDJI P.DJAJANEGARA
Director 1 TJIOE MEI TJUEN
Director 1 HENKY SULISTYO
Director 1 JONI RAINI

Director 1 NOVIADY WAHYUDI
Page 2 OCR 0.921
SHARIA SUPERVISORY BOARD

Chairman 1 PROF. DR. M. OURAISH SHIHAB, MA
Member : PROF. DR. FATHURRAHMAN DJAMIL, MA
Member 1 DR.YULIZAR DJAMALUDDIN SANREGO,
M.EC.

AUDIT COMMITTEE
Chairman (concurrently as Member) 1 JEFEREY KAIRUPAN
Member 1. GLENN MUHAMMAD SURYA YUSUF
Member 1 ENDANG KUSSULANJARI S.
Member 1 ANGELIOUE DEWI DARYANTO
Member 1 RIATU MARIATUL OIBTHIYYAH

The members of the Board of Commissioners, Board of Directors, The Sharia Supervisory Board and
the Company's Audit Committee attended the Third Meeting, both physically and via video
conference, from the Meeting Room, Floor Mj likewise, the professionals and supporting institutions,
namely the Notary and Securities Administration Bureau, as well as the Company's Shareholders
and/or their Representatives present physically occupied the Meeting Room, Floor M.

The Third Meeting was held in accordance with Financial Services Authority letter dated November
27", 2023 number S-14/PM.2/2023 regarding Guorum Stipulation for Extraordinary General Meeting
of Shareholder (“OJK Letter”), as conseguence to fulfill the reguirement to Article 21 POJK 15/2020
which will be mentioned below.

Prior to this Third Meeting were held the First Meeting on October 9th, 2023 and the Second Meeting
on October 19", 2023.

The Announcement and Call for the Third Meeting have been conducted in accordance with Article

13 of the Company's Articles of Association and the Financial Services Authority (“OJK”)

Regulation No. 15/POJK.04/2020 regarding the Plan and Implementation of General Meetings of

Shareholders of Public Companies, as follows:

- Published the Third Meeting Announcement to Shareholders on January 2"4, 2024 in Bahasa
Indonesia and English through the PT Kustodian Sentral Efek Indonesia's (“KSEI”) website via
eASY.KSEI application,

- Published Disclosure Information of the Third Meeting Announcement to Shareholders on
January 2”$, 2024 in Bahasa Indonesia and English through the Company's website and Indonesia
Stock Exchange's (“IDX”) website,

-  Re-published via the Company's website and IDX”s website on January 4", 2024 regarding the
Disclosure of Information to the Shareholders in relation to the Plan of Implementation of Capital
Increase Without Granting Pre-emptive Rights (“Non Pre-emptive Rights Issue” or “NPR”)
which has been released and/or published on October 5", 2023 and dated October 12", 2023 in
Bahasa Indonesia and English through daily newspaper with nation-wide circulation, namely
Investor Daily, the Company's website and IDX's website,

- Published the Third Meeting Invitation/Convocation to Shareholders on January 4 ", 2024 in
Bahasa Indonesia and English through daily newspaper with nation-wide circulation, namely
Investor Daily, the Company's website, IDX's website, and KSEI's website via eASY.KSEI
application, and

- Explanation of all Agenda and materials of the Third Meeting have been uploaded to the
Company's Website on January 4 ", 2024, including Changes and/or Additional Information
Disclosure of Information of Non Pre-emptive Rights Issue (NPR) dated October 5t8, 2023, Draft
of the Amendment to Articles of Association, Rules of Conduct of the Third Meeting, Form of
Power of Attorney of the Third Meeting, Independent Statement Letter, Video of the Electronic
Voting Procedures at the Meeting Venue and eASY.KSEI Guidelines for The Shareholders
(including the guideline for Electronic Voting through eASY.KSEI Application or “eASY.KSEI
e-Voting”).

The Third Meeting was chaired by DIDI SYAFRUDDIN YAHYA, serving as the President
Commissioner of the Company, based on Article 12 paragraph 12.3 of the Company's Articles of
Association and Circular Resolution of the Company's Board of Commissioners
Page 3 OCR 0.936
No. 016/DEKOM/KP/VIII/2023 dated August 154, 2023, in conjunction with the Company's
Memorandum No. 103/Memo/CA/KP/X/2023 dated October 13", 2023

E. The Third Meeting was held electronically using the eASY.KSEI application, in compliance with the
Financial Services Authority Regulation No. 16/POJK.04/2020 regarding the Implementation of
Electronic General Meetings of Shareholders of Public Companies, in conjunction with Article 12
paragraph 12.1 of the Company's Articles of Association. All participants present physically or
electronically in the Third Meeting were able to actively participate and engage in the proceedings.

F. The attendance guorum at the Third Meeting pursuant to OJK Letter are as follows:
a) First agenda: at least 4496 (forty-four percent) of the total valid voting shares held by Independent
Shareholders.

The total number of independent shares present or represented in this Third Meeting's First Agenda
totalling to 794,057,694 (seven hundred ninety four million fifty seven thousand six hundred ninety
four) shares or representing 44.8113Y6 (fourty four point eight one one three percent) of the total
valid voting shares issued by the Company held by Independent Shareholders (both Class A and
Class B shares), in the amount of 1.772.005.200 (one billion seven hundred seventy two million five
thousand two hundred) shares.

b) Second agenda: more than 5094 (fifty percent) of the total issued shares with valid voting rights.

The total number of shares present or represented in this Third Meeting's Second Agenda totalling
to 24,040,794,023 (twenty four billion forty million seven hundred ninety four thousand twenty
three) shares or representing 95.6596/4 (ninety five point six five nine six percent) of the total valid
voting shares issued by the Company (both Class A and Class B shares) in the amount of
25,131,606,843 (twenty five billion one hundred thirty one million six hundred six thousand eight
hundred forty-three) shares, excluding 100,148,782 (one hundred million one hundred forty eight
thousand seven hundred eighty two) Treasury Shares as per recording date January 3, 2024..

Therefore, the guorum for the Third Meeting has been fulfilled, thus, the Third Meeting is valid and
has the rightful authority to discuss and make valid and binding decisions concerning the First and
Second Agendas of the Meeting.

H. In order to maintain the independence and secrecy of the Shareholders in the voting process, voting in
the Third Meeting shall be conducted in private. The Third Meeting resolutions are adopted in
accordance with the Meeting guorum. Voting was conducted on each Agenda of the Meeting Third.
For the Shareholders and/or their proxies who attend the Meeting physically, the voting was conducted
individually and electronically (“e-Voting”) at the Meeting Venue (“e-Voting at the Meeting Venue”)
by using smartphone, other mobile devices or touch screen monitor provided by the Company, so that
the shareholders” votes confidentiality can be preserved. For the Shareholders and/or their proxies who
attend the Meeting electronically, can do the process of eASY.KSEI e-Voting. While, for the
Shareholders who authorize the proxy with e-Proxy mechanism, are considered exercising their rights
through eASY.KSEI and not allowed to conduct the e-Voting at the Meeting Venue process.

I. In the agenda of the Third Meeting, it has been provided an opportunity to the Shareholders to raise
guestions and/or convey opinions for each agenda of the Third Meeting, however there was no
guestion/opinion raised by the Shareholders in the Third Meeting.

J. The decision guorum at the Third Meeting pursuant to OJK Letter are as follows:
a) First agenda : valid if approved by the Independent Shareholders representing more than 50Y4 (fifty
percent) of the shares held by the Independent Shareholders present at the Third Meeting.

b) Second agenda: valid if approved by more than 5094 (fifty percent) of all shares with valid voting
rights who are present at the Third Meeting.

The Third Meeting has adopted the resolutions as set forth in the deed of “Minutes of the Third
Extraordinary General Meeting of Shareholders of PT BANK CIMB NIAGA Tbk”, dated
January 11" ,2024 number 13 which minute was drawn up before me, the Notary, which substantially
as follows:
Page 4 OCR 0.939
In First Agenda of the Third Meeting:

“The meeting with majority vote of 793,920,794 (seven hundred ninety three million nine

hundred twenty thousand seven hundred ninety four) shares or representing 99.9830Yo (ninety

nine point nine eight three zero percent) of the total votes issued in the Meeting (with a note that

39,191,200 - thirty nine million one hundred ninety one thousand two hundred shares voted

abstain) resolved to approve:

a. The issuance of 10,599,000 (ten million five hundred ninety-nine thousand) new shares with
a mechanism without pre-emptive rights.

b. Granting delegation of authority to the Company's Board of Directors with the right of
substitution to determine the number of shares issued and price of the new shares.

c. Granting delegation of authority to the Company's Board of Commissioners, to state the
realization of the share issuance without pre-emptive rights.”

In Second Agenda of the Third Meeting:
“The meeting with majority vote of 24,040,630,623 (twenty four billion forty million six hundred

thirty thousand six hundred twenty three) shares or representing 99.9993 4 (ninety nine point

nine nine nine three percent) of the total votes issued in the Meeting (with a note that 39,192,400

- thirty nine million one hundred ninety two thousand four hundred shares voted abstain)

resolved to approve:

a. The amendment to the Article 4 paragraph 4.2. point b in the Company's Articles of
Association,

b. Granting delegation of authority to the Board of Directors with the right substitution, to
restate the Meeting resolution and recomposing the entire Articles of Association of the
Company, notify to the authorities, and perform any necessary actions in accordance with
the laws and regulations.”

In witness whereof, this resume is delivered preceding the produce of official copy of the aforementioned
deed, which soon I shall deliver to the Company after it is completely done.

File

File Open PDF
Source IDX
Size1.13 MB
Published11 Jan 2024
Pages4
Characters12,040
Text sourceOCR
OCR confidence0.923

Names mentioned 23 people and organisations named in the text · linked when the evidence is strong

linked org BANK CIMB NIAGA Tbk p.1 ×11
linked person DIDI SYAFRUDDIN YAHYA p.1 ×2
linked person VERA HANDAJANI p.1
linked person LANI DARMAWAN p.1
linked person LEE KAI KWONG p.1
linked person JOHN SIMON p.1
linked person FRANSISKA OEI · Director p.1
linked person TJIOE MEI TJUEN p.1
linked person HENKY SULISTYO p.1
linked person JONI RAINI p.1
linked person NOVIADY WAHYUDI p.1
linked person PROF. DR. FATHURRAHMAN DJAMIL · Member p.2
linked person YULIZAR DJAMALUDDIN SANREGO p.2
linked person AUDIT COMMITTEE Chairman p.2
possible person JEFFREY KAIRUPAN p.1
possible person ABDUL RAHMAN p.1
unresolved person ASHOYA RATAM p.1
unresolved person PANDJI P.DJAJANEGARA p.1
unresolved person PROF. DR. M. OURAISH SHIHAB p.2
unresolved org Financial Services Authority p.2 ×3
unresolved org PT Kustodian Sentral Efek Indonesia p.2
unresolved org PT Kustodian Sentral Efek Indonesia's p.2
unresolved org Indonesia Stock Exchange p.2

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