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20260401_BBCA_Laporan Informasi dan Fakta Material_32056792_lamp3.pdf
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Table of Amendments to the BCA Articles of Association 2026
Relevant Article
Provisions of BCA’s Articles of Association prior Provisions of BCA’s Articles of Association after
No. Topic of the AoA prior to
to the Amendment Amendment
the Amendment
1. Aims and Article 3 paragraph 2 In order to achieve the above purpose and objective, In order to achieve the above purpose and objective, the
Objectives and the Company may undertake the following business Company may undertake the following main business
Business activities: activities:
a. to raise public funds in the forms of deposits such a. to raise public funds in the forms of deposits such as
Activities
as checking accounts (giro), time deposits, checking accounts (giro), time deposits, deposit
deposit certificates (sertifikat deposito), savings certificates (sertifikat deposito), savings and/or any
and/or any other deposits of similar nature; other deposits of similar nature;
b. to provide credit facilities; b. to provide credit facilities;
c. to issue debt acknowledgment letters; c. to issue debt acknowledgment letters;
d. to purchase, sell, or underwrite, whether at its own d. to purchase, sell, or underwrite, whether at its own risk
risk or for the benefit of or at the request of its or for the benefit of or at the request of its customers,
customers, the following: the following:
i. drafts, including drafts accepted by a bank i. drafts, including drafts accepted by a bank with a
with a validity period not more than the period validity period not more than the period generally
generally applicable in normal practice for the applicable in normal practice for the trading of such
trading of such instruments; instruments;
ii. debt acknowledgment letters and other ii. debt acknowledgment letters and other commercial
commercial papers, with a validity period not papers, with a validity period not exceeding the
exceeding the period generally applicable in period generally applicable in normal practice for
normal practice for the trading of such the trading of such instruments;
instruments;
iii. State treasury notes and government iii. State treasury notes and government guarantees;
guarantees;
iv. Bank Indonesia Certificates (SBI) iv. Bank Indonesia Certificates (SBI)
v. Bonds; v. Bonds;
vi. Commercial papers with maturity periods, in vi. Commercial papers with maturity periods, in
accordance with the prevailing laws and accordance with the prevailing laws and
regulations; regulations;
vii. Other negotiable papers with maturity vii. Other negotiable papers with maturity periods, in
periods, in accordance with the prevailing accordance with the prevailing laws and
laws and regulations. regulations.
e. to transfer funds, whether for its own benefit or for e. to transfer funds, whether for its own benefit or for the
the benefit of its customers; benefit of its customers;
f. to place funds at, to borrow funds from, or to lend f. to place funds at, to borrow funds from, or to lend funds
funds to other banks, whether by letter, by to other banks, whether by letter, by telecommunication
telecommunication equipment, or by bearer draft, equipment, or by bearer draft, cheque or by any other
cheque or by any other means; means;
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No. Topic of the AoA prior to
to the Amendment Amendment
the Amendment
Aims and Article 3 paragraph 2 g. to receive payments of receivables from g. to receive payments of receivables from commercial
Objectives and commercial papers and make calculations with or papers and make calculations with or among third
Business among third parties; parties;
h. to provide a safe deposit box facility for safekeeping h. to provide a safe deposit box facility for safekeeping of
Activities
of valuable goods or documents; valuable goods or documents;
i. to engage in custodial activities for the benefit of i. to engage in custodial activities for the benefit of other
(continued)
other parties under a contract; parties under a contract;
j. to conduct a placement of funds from one customer j. to conduct a placement of funds from one customer with
with another customer in the form of commercial another customer in the form of commercial papers not
papers not listed on the stock exchange; listed on the stock exchange;
k. to provide factoring (anjak piutang), credit card and k. to provide factoring (anjak piutang), credit card and
trusteeship services; trusteeship services;
l. to provide financing and/or conduct business l. to provide financing and/or conduct business activities
activities under the Sharia Principle, whether under the Sharia Principle, whether through the
through the establishment of a subsidiary or establishment of a subsidiary or through the formation of
through the formation of a Sharia Business Unit in a Sharia Business Unit in accordance with the rules and
accordance with the rules and regulations issued regulations issued by the central bank (Bank Indonesia)
by the central bank (Bank Indonesia) or the or the Financial Services Authority or any other
Financial Services Authority or any other competent authorities.
competent authorities.
m. to carry out foreign exchange activities in m. to carry out foreign exchange activities in accordance
accordance with the rules and regulations issued with the rules and regulations issued by the central bank
by the central bank (Bank Indonesia) or the (Bank Indonesia) or the Financial Services Authority or
Financial Services Authority or any other any other competent authorities;
competent authorities;
n. to conduct capital participation in a bank or any n. to conduct capital participation in a bank or any other
other company in the financial sector, such as a company in the financial sector, such as a leasing
leasing company, venture capital company, company, venture capital company, securities company,
securities company, insurance company, and the insurance company, and the clearing, depository and
clearing, depository and settlement institution, settlement institution, subject to the rules and regulations
subject to the rules and regulations issued by the issued by the central bank (Bank Indonesia) or the
central bank (Bank Indonesia) or the Financial Financial Services Authority or any other competent
Services Authority or any other competent authorities;
authorities;
o. to conduct temporary capital participation for the o. to conduct temporary capital participation for the
purpose of dealing with credit failures, provided that purpose of dealing with credit failures, provided that such
such participation must be later withdrawn, subject participation must be later withdrawn, subject to the rules
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Provisions of BCA’s Articles of Association prior Provisions of BCA’s Articles of Association after
No. Topic of the AoA prior to
to the Amendment Amendment
the Amendment
Aims and Article 3 paragraph 2 to the rules and regulations issued by the central and regulations issued by the central bank (Bank
Objectives and bank (Bank Indonesia) or the Financial Services Indonesia) or the Financial Services Authority or any
Business Authority or any other competent authorities; other competent authorities;
p. to act as the founder (pendiri) and manager p. to act as the founder (pendiri) and manager (pengurus)
Activities
(pengurus) of a pension fund in accordance with the of a pension fund in accordance with the existing rules
(continued) existing rules and regulations on pension funds; and regulations on pension funds; and
and
q. to engage in other activities generally conducted by q. to engage in other activities generally conducted by
banks to the extent permitted by the prevailing laws banks to the extent permitted by the prevailing laws and
and regulations, including among others, any regulations, including among others, any measures for
measures for the purpose of restructuring or credit the purpose of restructuring or credit rescue, such as
rescue, such as acquiring collateral, whether in part acquiring collateral, whether in part or in whole, by
or in whole, by auction or by other means, if a auction or by other means, if a debtor defaults on its
debtor defaults on its obligations to the bank, obligations to the bank, provided that the collateral so
provided that the collateral so acquired must be acquired must be realized upon as soon as practicable.
realized upon as soon as practicable.
2. Aims and Article 3 (N/A) 3. To support the Company’s main business activities, the
Objectives and Company may engage in other supporting business
Business activities generally conducted by banks, provided that
such activities do not conflict with the prevailing laws
Activities
and regulations.
3. Capital Article 4 paragraph 6 g. The increase in the paid-up capital shall become g. The increase in the paid-up capital shall become
letter g effective after the actual payment has been made effective after the actual payment has been made and the
and the issued shares shall have the same rights issued shares shall have the same rights as any other
shares of the same class issued by the Company, without
as any other shares of the same class issued by
prejudice to the Company’s obligation to file the necessary
the Company, without prejudice to the Company’s notice of such capital increase to the minister in charge of
obligation to file the necessary notice of such administering government affairs in the field of law or any
capital increase to the Minister of Law and Human other competent authority.
Rights of the Republic of Indonesia or any other
competent authority.
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4. Capital Article 4 paragraph 9 9. An increase in the authorized capital that causes 9. An increase in the authorized capital that causes the
letters b and c the subscribed and paid-up capital to become less subscribed and paid-up capital to become less than 25%
(continued) than 25% (twenty-five percent) of the authorized (twenty-five percent) of the authorized capital shall be
capital shall be permitted, provided that: permitted, provided that:
a. … a. …
b. such capital increase has obtained the approval b. such capital increase has obtained the approval of the
of the Minister of Law and Human Rights of the minister in charge of administering government affairs
Republic of Indonesia or any other competent in the field of law or any other competent authority;
authority;
c. the increase in the subscribed and paid-up capital c. the increase in the subscribed and paid-up capital to at
to at least 25% (twenty-five percent) of the least 25% (twenty-five percent) of the authorized
authorized capital must be made no later than 6 capital must be made no later than 6 (six) months after
(six) months after the approval of the Minister of the approval of the minister in charge of administering
Law and Human Rights of the Republic of government affairs in the field of law or any other
Indonesia or any other competent authority as competent authority as referred to in paragraph 9.b of
referred to in paragraph 9.b of this Article 4; this Article 4;
… …
Article 4 paragraph 10. Any amendment of the Articles of Association for 10. Any amendment of the Articles of Association for the
5. the purpose of increasing the authorized capital shall purpose of increasing the authorized capital shall become
10
become effective after the paid-up capital has reached effective after the paid-up capital has reached at least 25%
at least 25% (twenty-five percent) of the authorized (twenty-five percent) of the authorized capital and such
capital and such shares shall have the same rights as shares shall have the same rights as other shares issued
other shares issued by the Company, without by the Company, without prejudice to the Company’s
prejudice to the Company’s obligation to obtain the obligation to obtain the approval of the minister in charge of
approval of the Minister of Law and Human Rights of administering government affairs in the field of law or any
the Republic of Indonesia or any other competent other competent authority for the increase in such paid-up
authority for the increase in such paid-up capital. capital.
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No. Topic of the AoA prior to
to the Amendment Amendment
the Amendment
6. Share Article 6 paragraph 1 1. For the Company’s shares that are not held in the 1. For the Company’s shares that are not held in the
Certificates Collective Custody of the Depository and Collective Custody of the Depository and Settlement
Settlement Institution (Lembaga Penyelesaian Institution (Lembaga Penyimpanan dan Penyelesaian),
dan Penyimpanan), the Company shall provide the Company shall provide the shareholders with proof
the shareholders with proof of ownership of the of ownership of the Company’s shares in the form of a
Company’s shares in the form of a share share certificate or a collective share certificate.
certificate or a collective share certificate. …
… etc
etc
7. Article 6 paragraph 7 7. For the Company’s shares that are held in the 7. For the Company’s shares that are held in the Collective
Collective Custody of the Depository and Settlement Custody of the Depository and Settlement Institution
Institution (Lembaga Penyelesaian dan (Lembaga Penyimpanan dan Penyelesaian), the Company
Penyimpanan), the Company shall provide the shall provide the Depository and Settlement Institution
Depository and Settlement Institution (Lembaga (Lembaga Penyimpanan dan Penyelesaian) with a
Penyelesaian dan Penyimpanan) with a certificate or certificate or a written confirmation as proof of recordation
a written confirmation as proof of recordation in the in the Company’s Register of Shareholders.
Company’s Register of Shareholders.
The certificate or the written confirmation shall at least
set forth the following: The certificate or the written confirmation shall at least set
a. the name and address of the Depository and forth the following:
Settlement Institution or the Custodian Bank that a. the name and address of the Depository and
undertakes the Collective Custody; Settlement Institution or the Custodian Bank that
undertakes the Collective Custody;
b. the date of issuance of the written confirmation; b. the date of issuance of the written confirmation;
c. the number of shares of the Company that are c. the number of shares of the Company that are identified
identified in the certificate or the written in the certificate or the written confirmation;
confirmation;
d. the total nominal value of the Company’s shares d. the total nominal value of the Company’s shares that
that are identified in the certificate or the written are identified in the certificate or the written
confirmation; confirmation;
e. a provision that any share of the company that is e. a provision that any share of the company that is held
held in the Collective Custody shall have the in the Collective Custody shall have the same rights as
same rights as the others of the same class and the others of the same class and are interchangeable
are interchangeable with one another; with one another;
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the Amendment
f. the provisions stipulated by the Board of Directors f. the provisions stipulated by the Board of Directors for
for the alteration of the certificate or the written the alteration of the certificate or the written
confirmation. confirmation.
8. Register of Article 8 paragraph 2 2. In the Company’s Register of Shareholders, the 2. In the Company’s Register of Shareholders, the
Shareholders following particulars shall be recorded: following particulars shall be recorded:
and Special a. the name and address of each shareholder of a. the name and address of each shareholder of the
Register the Company; Company;
b. the number of shares, serial number, and date b. the number of shares, serial number, and date of
of obtaining the Company’s shares owned by obtaining the Company’s shares owned by each
each Shareholder of the Company; Shareholder of the Company;
c. the name and address of any individual or c. the name and address of any individual or corporate
corporate entity holding the right of pledge (hak entity holding the right of pledge (hak gadai) or other
gadai) over the Company’s shares and the date security interests over the Comnpany’s shares and
of obtaining such right of pledge; the date of obtaining such right of pledge or other
security interests over the Company’s shares;
d. any other information deemed necessary by d. any other information deemed necessary by the
the Board of Directors or the prevailing laws Board of Directors or the prevailing laws and
and regulations; regulations; and
e. information on payment for the Company’s e. information on payment for the Company’s shares in
shares in forms other than cash. forms other than cash.
9. Article 8 paragraph 4 The Company’s shareholders shall notify the Board of The Company’s shareholders shall notify the Board of
Directors of the Company in writing of any change of Directors of the Company in writing of any change of their
their addresses. addresses. As long as the notice has not been made, any
correspondence addressed to a shareholder shall be
deemed valid if sent to the shareholder’s latest address as
recorded in the Register of Shareholders or the Special
Register.
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No. Topic of the AoA prior to
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the Amendment
10. Collective Article 9 paragraph 10. Holders of the securities accounts whose 10. Holders of the securities accounts whose securities are
Custody 10 securities are recorded in the Collective Custody recorded in the Collective Custody are entitled to
are entitled to participate and/or cast votes in the participate and/or cast votes in the General Meeting of
Shareholders according to the number of shares of the
General Meeting of Shareholders according to the
Company they own in the securities accounts.
number of shares of the Company they own in the
accounts.
11. Board of Article 11 paragraph 2. The members of the Board of Directors shall be 2. The members of the Board of Directors shall be
Directors 2 appointed by the General Meeting of appointed by the General Meeting of Shareholders
Shareholders for a period commencing from the from candidates who meet the criteria and
requirements as stipulated under the applicable laws
date stipulated in the General Meeting of
and regulations, for a period commencing from the date
Shareholders at which such members of the stipulated in the General Meeting of Shareholders at
Board of Directors are appointed until the close of which such members of the Board of Directors are
the 5th (fifth) Annual General Meeting held after appointed until the close of the 3rd (third) Annual
the General Meeting of Shareholders at which General Meeting held after the General Meeting of
such members of the Board of Directors are Shareholders at which such members of the Board of
appointed. Directors are appointed.
Any member of the Board of Directors whose term
The members of the Board of Directors of the Company
of office has expired may be reappointed. are required to obtain approval from the Financial
Services Authority (Otoritas Jasa Keuangan) prior to
performing their actions, duties, and functions (if
required under applicable laws and regulations).
Any member of the Board of Directors whose term of
office has expired may be reappointed.
12. Board of N/A N/A 16. Members of the Board of Directors who are in charge
Directors of the Financial Conglomeration management function
(Proposed addition of a new paragraph to be inserted or unit may concurrently hold positions as directors in
as Article 11 paragraph 16. The existing Article 11 of
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No. Topic of the AoA prior to
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the Amendment
the Company’s Articles of Association currently only charge of other functions within the Company and other
consists of up to paragraph 15) positions in accordance with the provisions of
applicable laws and regulations; however, they are
prohibited from concurrently holding:
a. other positions that may give rise to a conflict of
interest in the performance of their duties as
members of the Board of Directors responsible for
the Financial Conglomeration management
function or unit; and/or
b. other positions as stipulated under the applicable
laws and regulations.
13. Duties and Article 12 paragraph 1. The Board of Directors shall be fully responsible 1. The Board of Directors shall be fully responsible for the
Authorities of 1 for the management of the Company in the best management of the Company in the best interests of
the Board of interests of the Company to achieve the the Company to achieve the Company’s aims and
Directors Company’s aims and objectives. objectives.
The primary duties of the Board of Directors are The primary duties of the Board of Directors are as
as follows: follows:
a. ... a. ...
b. ... b. ...
c. ... c. ...; and
d. in the context of managing the Financial
Conglomeration, the duties of the Board of
Directors include implementing integrated
corporate governance, risk management, and
capital adequacy of the Company in accordance
with applicable regulations, directives of the
Financial Services Authority (Otoritas Jasa
Keuangan), and prevailing laws and regulations,
and submitting reports and information as
requested by the Financial Services Authority.
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the Amendment
14. Board of Article 14 paragraph 2. The members of the Board of Commissioners 2. The members of the Board of Commissioners shall be
Commissioners 2 shall be appointed by the General Meeting of appointed by the General Meeting of Shareholders
Shareholders for a period commencing from the from candidates who meet the criteria and
requirements as stipulated under the applicable laws
date stipulated by the General Meeting of
and regulations, for a period commencing from the
Shareholders at which such members of the date stipulated by the General Meeting of
Board of Commissioners are appointed until the Shareholders at which such members of the Board of
close of the 5th (fifth) Annual General Meeting held Commissioners are appointed until the close of the 3rd
after the General Meeting of Shareholders at (third) Annual General Meeting held after the General
which such members of the Board of Meeting of Shareholders at which such members of
Commissioners are appointed. the Board of Commissioners are appointed. The
members of the Board of Commissioners of the
Any member of the Board of Commissioners
Company are required to obtain approval from the
whose term of office has expired may be Financial Services Authority prior to performing their
reappointed. actions, duties, and functions (if required under the
applicable laws and regulations).
Any member of the Board of Commissioners whose
term of office has expired may be reappointed.
15. Amendment of Article 27 paragraph 2. Any amendment to the Articles of Association that 2. Any amendment to the Articles of Association that
the Articles of 2 and 3 concerns the change of the Company’s name, concerns the change of the Company’s name, place of
Association place of domicile, aims and objectives, business domicile, aims and objectives, business activities,
activities, duration, amount of authorized capital, duration, amount of authorized capital, reduction in the
reduction in the subscribed and paid-up capital subscribed and paid-up capital and change of the
and change of the Company’s status from a Company’s status from a private company to a public
private company to a public limited company or limited company or vice versa, must obtain the
vice versa, must obtain the approval of the approval of the minister in charge of administering
Minister of Law and Human Rights of the Republic government affairs in the field of law or any other
of Indonesia or any other competent authority. competent authority.
3. Any amendment to the Articles of Association that 3. Any amendment to the Articles of Association that
concerns any matters other than those described concerns any matters other than those described in
in paragraph 2 of this Article 27 shall be sufficiently paragraph 2 of this Article 27 shall be sufficiently
notified to the Minister of Law and Human Rights notified to the minister in charge of administering
of the Republic of Indonesia or any other
competent authorities.
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the Amendment
government affairs in the field of law or any other
competent authority.
16. Dissolution Article 29 paragraph 6. The liquidator shall notify such dissolution to all 6. The liquidator shall notify such dissolution to all
and 6 creditors by announcing it in the Official Gazette creditors by announcing it in the Official Gazette of the
Liquidation of the Republic of Indonesia and in 1 (one) Republic of Indonesia and in 1 (one) Indonesian
language daily newspaper with wide circulation in the
Indonesian language daily newspaper with wide
territory of the Republic of Indonesia as determined by
circulation in the territory of the Republic of the Board of Directors, and to the minister in charge of
Indonesia as determined by the Board of administering government affairs in the field of law, the
Directors, and to the Minister of Law and Human Financial Services Authority or other competent
Rights of the Republic of Indonesia, the Financial authorities, according to the prevailing laws and
Services Authority or other competent authorities, regulations
according to the prevailing laws and regulations.
17. Concluding N/A N/A 4. The shares of the Company held by the Controlling
Provisions (Proposed addition of a new paragraph to be inserted Shareholder and/or the Ultimate Controlling
as Article 30 paragraphs 4 & 5, existing Article 30 Shareholder must not be pledged or otherwise offered
as collateral in favor of any other party. This prohibition
currently only consists of up to paragraph 3)
shall not apply if the shares owned by the Controlling
Shareholder and/or the Ultimate Controlling
Shareholder are pledged or offered as collateral to:
a. an institution or authority vested with the authority
to conduct the resolution or handling of problems of
banks, insurance companies, and sharia insurance
companies; or
b. any other institution or authority designated by the
competent authority.
5. Members of the Company’s Financial Conglomeration
are prohibited from becoming shareholders in:
a. the Company; and/or
b. a Financial Services Institution that is a member of
another Financial Conglomeration within the
Company’s Financial Conglomeration.
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the Amendment
This share ownership prohibition shall not apply if:
a. the Financial Services Institution that is a member
of the Financial Conglomeration becomes a
minority shareholder in another member of the
Company’s Financial Conglomeration; and/or
b. a Financial Services Institution that is a member of
the Financial Conglomeration becomes a
shareholder of another member of the Financial
Conglomeration within the same Financial
Conglomeration, in a parent–subsidiary
relationship;
in each case, in accordance with the prevailing laws
and regulations.
11
Names mentioned 6 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Bank Indonesia
p.1 ×9
unresolved
org
Bank Indonesia Certificates
p.1 ×2
unresolved
org
Financial Services Authority
p.2 ×11
unresolved
org
Minister of Law and Human
p.3 ×2
unresolved
org
Minister of Law and Human Rights
p.4 ×4
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