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20240111_BNGA_Ringkasan Risalah//Risalah RUPS_31568170_lamp3.pdf
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ANNOUNCEMENT SUMMARY MINUTES OF
THE THIRD EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT BANK CIMB NIAGA Tbk
PT Bank CIMB Niaga Tbk (the “Company”) hereby announces to the Shareholders that the Company has held the Third Extraordinary General Meeting of Shareholders (the
“Meeting”) on Thursday, 11 January 2024 at 2.25 p.m. until 3.02 p.m. Western Indonesian Time, at the Meeting Room, M Floor, Graha CIMB Niaga, Jl. Jend. Sudirman Kav. 58,
South Jakarta 12190.
The Meeting is conducted in accordance with Financial Services Authority (“OJK”) letter dated November 27th, 2023 number S-14/PM.2/2023 with regard to Quorum
Stipulation of Extraordinary General Meeting of Shareholder (“OJK Letter”), as consequence to fulfill the requirement pursuant to Article 21 of OJK Regulation No.
15/POJK.04/2020 regarding Plan and Implementation of General Meeting of Shareholders of Publicly Companies (“OJK Regulation 15/2020”). Whereas, prior to the conducted
of this Meeting:
1. The First Meeting was held on 9th October, 2023.
2. The Second Meeting was held on 19th October, 2023.
In connection with the Meeting, the Board of Directors of the Company has disclosed the following:
1. Published the Meeting Announcement to Shareholders on 2 January 2024 in Bahasa Indonesia and English through the PT Kustodian Sentral Efek Indonesia’s (“KSEI”)
website via eASY.KSEI application;
2. Published Disclosure Information of the Meeting Announcement to Shareholders on 2 January 2024 in Bahasa Indonesia and English through the Company’s website and
Indonesia Stock Exchange’s (“IDX”) website;
3. Re-published via the Company’s website and IDX’s website on 4 January 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 5
October 2023 and dated 12 October 2023 in Bahasa Indonesia and English through daily newspaper with nation-wide circulation, namely Investor Daily, the Company’s
website and IDX’s website;
4. Published the Meeting Invitation/Convocation to Shareholders on 4 January 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
5. Explanation of all Agenda and materials of the Meeting have been uploaded to the Company’s Website on 4 January 2024, including Changes and/or Additional Information
Disclosure of Information of Non Pre-emptive Rights Issue (NPR) dated 5 October 2023, Draft of the Amendment to Articles of Association, Rules of Conduct of the Meeting,
Form of Power of Attorney (“POA”), 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”).
In accordance to the Article 12 paragraph 12.3 of the Articles of Associations (“AOA”) of the Company and Board of Commissioners’ Circular Resolutions No.
016/DEKOM/KP/VIII/2023 dated 15 August 2023 in conjunction with the Memorandum No. 103/Memo/CA/KP/X/2023 dated 13 October 2023, the Meeting was chaired by
DIDI SYAFRUDDIN YAHYA, the President Commissioner of the Company.
The Meeting was held (i) in electronically by using eASY.KSEI Application with due observance of OJK Regulation No.16/POJK.04/2020 regarding Implementation of Electronic
General Meetings of Shareholders of Publicly-Held Companies in conjunction with Article 12 paragraph 12.1. of the Company’s AOA; and (ii) in physically. All participants of
the Meeting who are physically or electronically present, can attend and actively participate in the Meeting.
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Member of Board of Commissioners, Board of Directors, Sharia Supervisory Board and Audit Committee of the Company who attended the Meeting, either physically or
through video conference, with the following details:
Board of Commissioners (“BOC”) Board of Directors (“BOD”) Sharia Supervisory Board (“SSB”) Audit Committee
1. DIDI SYAFRUDDIN YAHYA, President 1. LANI DARMAWAN, President Director 1. PROF. DR. M. QURAISH SHIHAB, 1. JEFFREY KAIRUPAN,
Commissioner 2. LEE KAI KWONG, Director MA., Chairman Chairman (concurrently as
2. GLENN MUHAMMAD SURYA YUSUF, 3. JOHN SIMON, Director 2. PROF. DR. FATHURRAHMAN Member)
Vice President Commissioner (Independent) 4. FRANSISKA OEI, Director, concurrently 2. GLENN MUHAMMAD SURYA
DJAMIL, MA, Member
3. JEFFREY KAIRUPAN, as Compliance Director YUSUF, Member
Independent Commissioner (Senior) 5. PANDJI P. DJAJANEGARA, Director 3. DR. YULIZAR DJAMALUDDIN 3. ENDANG KUSSULANJARI S.,
4. SRI WIDOWATI, Independent Commissioner 6. TJIOE MEI TJUEN, Director SANREGO, M.EC., Member Member
5. FARINA J. SITUMORANG, Independent 7. HENKY SULISTYO, Director 4. ANGELIQUE DEWI DARYANTO,
Commissioner* 8. JONI RAINI, Director Member
6. DATO’ ABDUL RAHMAN AHMAD, 9. RUSLY JOHANNES, Director 5. RIATU MARIATUL QIBTHIYYAH,
Commissioner 10. NOVIADY WAHYUDI, Director Member
7. VERA HANDAJANI, Commissioner
*) Effective upon obtaining the OJK approval and/or fulfilled the requirements as determined in the OJK approval.
The Company has: (i) appointed Ashoya Ratam SH., MKn., as Public Notary as well as PT Bima Registra as the Share Administration Bureau (both are independent party) to
count the quorum and execute the voting tabulation in the Meeting; and (ii) provided an opportunity to the Shareholders and/or Proxy holder of the Shareholders to raise
questions and/or convey opinions for each Agenda of the Meeting, however there were no question/opinion raised by the Shareholders and/or Proxy holder of the
Shareholders in the Meeting.
In order to maintain the independence and secrecy of the Shareholders in the voting process, voting in the Meeting shall be conducted in private. The Meeting resolutions are
adopted in accordance with the Meeting quorum. Voting was conducted on each Agenda of the Meeting. For the Shareholders and/or Proxy holder of the Shareholders 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 in real time. 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.
In accordance with Company’s Shareholders Register as at 3 January 2024, the number of issued and paid up shares of the Company with eligible voting rights was
25,131,606,843 shares (independent, non-independent), and excluding the treasury stocks of 100,148,782 shares. The number of shares with voting rights attended or
represented in the Meeting (Class A shares and Class B shares both have equal rights) for First Agenda was 794,057,694 shares or approximately 44.8113% of the total
independent shares issued by the Company (excluded the treasury stocks), therefore, it fulfilled the required attendance quorum accordance with OJK Letter, which is at least
44% of the total independent shares issued by the Company with valid voting rights; and for Second Agenda was 24,040,794,023 shares or approximately 95.6596% of the
total shares issued by the Company (excluded the treasury stocks), therefore, it fulfilled the required quorum, representing more than 50% of the total shares issued by the
Company with valid voting rights. Accordingly, the Meeting was valid to be held and adopted the following resolutions:
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First Agenda:
Approval of Capital Increase without Pre-emptive Rights (Non Pre-emptive Rights Issue).
Voting Result:
Total Majority Votes: 793,922,794 Independent Shares or 99.9830 % (Agree)
Agree Against Abstain/No Votes#
754,731,594 Shares (95.0475%) 134,900 Shares (0.0170%) 39,191,200 Shares (4.9356%)
Resolutions:
1. Approve Issue a maximum of 10,599,000 (ten million five hundred ninety-nine thousand) new shares with a mechanism without pre-emptive rights.
2. Granting the 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.
3. Granting the delegation of authority to the Company’s Board of Commissioners, to state the realization regarding the share issuance without pre-emptive rights.
Second Agenda:
Amendment to the Articles of Association of the Company.
Voting Result:
Total Majority Votes: 24,040,632,623 Shares or 99.9993% (Agree)
Agree Against Abstain/No Votes#
24,001,440,223 Shares (99.8363%) 161,400 Shares (0.0007%) 39,192,400 Shares (0.1630%)
Resolutions:
1. Amendment to the Article 4 paragraph 4.2. point b in the Company’s Articles of Association.
2. Granting the delegation of authority to the Board of Directors with the right of substitution, to restate the Meeting decisions 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.
Note - Abstain/No Votes#
#)
In accordance with the provisions of the Article 13 paragraph 13.4 the Company’ Articles of Association: “the Shareholder of the shares with valid voting rights who
attends the General Meeting of Shareholders but abstain (not casting a vote) shall be considered of casting the same vote with the majority votes of the shareholders
who were casting their votes. Hence, the shareholder who is casting the vote as mentioned above shall comply with and respect the resolutions adopted for the
respective General Meeting of Shareholders agenda”.
This Announcement of Summary Minutes of the Meeting is among others to comply with the provisions of Article 51 and Article 52 of OJK Regulation 15/ 2020.
Jakarta, 11 January 2024
Board of Directors
PT Bank CIMB Niaga Tbk
Address: Corporate Secretary, Graha CIMB Niaga 11th Floor, Jl. Jend. Sudirman Kav. 58, South Jakarta 12190
Phone. (+6221) 250 5252; Fax. (+6221) 252 6749; E-mail: Corporate.Secretary@cimbniaga.co.id, rups@cimbniaga.co.id; Website: www.cimbniaga.co.id
Names mentioned 25 people and organisations named in the text · linked when the evidence is strong
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Financial Services Authority
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PT Kustodian Sentral Efek Indonesia
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PT Kustodian Sentral Efek Indonesia’s
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Indonesia Stock Exchange
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YUSUF
· Director
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Senior
· Independent Commissioner
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SANREGO
· Director
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Ashoya Ratam SH.
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PT Bima Registra
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