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20260326_BRIS_Pemanggilan RUPS_32055490_lamp2.pdf
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Page 1
DRAFT 24082022
NOTICE OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
PT BANK SYARIAH INDONESIA (PERSERO) TBK
The Board of Directors of PT Bank Syariah Indonesia (Persero) Tbk (hereinafter referred to
as the “Company”), domiciled in South Jakarta, hereby invites the Company’s Shareholders
to attend the Annual General Meeting of Shareholders (hereinafter referred to as the
“Meeting”) which will be held electronically on:
Day, Date : Friday, April 17, 2026
Time : 14.00 WIB – finished
Place and Mechanism : Central Jakarta, via facility Electronic General Meeting
System KSEI (“eASY.KSEI”) in link https://akses.ksei.co.id/
which provided by PT Kustodian Sentral Efek Indonesia
(“KSEI”).
The meeting will be held with the following agenda items:
1. Approval of the Annual Report and Ratification of the Company's Financial
Statements, as well as Approval of the Board of Commissioners' Supervisory Duties
Report for the 2025 Financial Year, as well as Granting of Full Release and Discharge
(volledig acquit et de charge) to the Board of Directors for their Management Actions
of the Company and the Board of Commissioners for their Supervisory Actions of
the Company that have been carried out during the 2025 Financial Year.
Legal Basis & Explanation :
i. Legal basis:
a) Article 66 junctis Article 67, Article 68, Article 69, Article 78 paragraph (3) and Article
116 letter c of the Republic of Indonesia Law Number 40 of 2007 concerning Limited
Liability Companies as changed final with Invite Republic of Indonesia Law Number
6 of 2023 concerning Determination Regulation Government Replacement Invite
Law of the Republic of Indonesia Number 2 of 2022 concerning Job Creation
Becomes Invite Law (“UUPT”) .
b) Article 15 H paragraph (1) of the Law Number 19 of 2003 concerning State-Owned
Enterprises as changed with Constitution Number 1 of 2025 concerning Change
Third on Constitution Number 19 of 2003 concerning State-Owned Enterprises and
Law Invite Number 16 of 2025 concerning Change Fourth on Constitution 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 BSI's
Articles of Association.
ii. Explanation:
In the Meeting, the following will be presented and approval/ratification will be
requested from the Shareholders:
a) Report The Company's Annual Report includes Report Task Supervision of the
Company's Board of Commissioners for Year The 2025 book ends on December
31 , 2025.
b) Report Corporate Finance for year book ending on December 31 , 2025 .
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DRAFT 24082022
c) Approval / ratification from the Shareholders on this agenda item at a time give
release and settlement not quite enough answer completely ( volledig acquit et de
charge ) to all over member Board of Directors on action management of the
Company and to the Board of Commissioners on action supervision of the Company
that has been executed during year books ending on December 31 , 2025 , to the
extent action the No is action criminal and reflected in reports the on .
2. Approval of the Use of the Company's Net Profit for the 2025 Financial Year.
Legal Basis & 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) Use profit The Company's net income includes determination amount elimination
For reserves decided by the Annual GMS .
b) The company is obliged set aside amount certain from profit every year book For
reserves until reach at least 20% of the amount of capital placed and paid up .
c) Board of Directors must submit proposal to the Annual GMS about use profit clean
that has not been divided , which can be set aside .
d) Details more carry on regarding the Company's Net Profit for the Year 2025 Book
can seen in Report Finance on Report The Company's Annual Report for 2025
which can downloaded via the link https://ir.bankbsi.co.id/financial_reports
e) In the Meeting will be presented and the Shareholders will be asked for approval
regarding the proposed use of profits net profit of the Company for year book ending
on December 31 , 2025.
3. Determination of Salary/Honorarium including Facilities and Allowances for the 2026
Financial Year and Remuneration for Performance for the 2025 Financial Year
Determined for the Company's Board of Directors, Board of Commissioners, and
Sharia Supervisory Board.
Legal Basis & Explanation :
i. Legal basis:
a) Article 96 paragraph (1) in conjunction with Article 113 of the UUPT.
b) Article 76 of the Regulation of the Minister of State-Owned Enterprises Number
PER-3/MBU/03/2023 concerning Organs and Human Resources of State - Owned
Enterprises (“PER-3/2023”).
c) Article 9 letter b in conjunction with Article 21, Article 22, Article 23, Article 24, and
Article 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) junctis Article 14 paragraph (25), Article 17 paragraph
(24), and Article 30 paragraph (2) and paragraph (7) of the Company's Articles of
Association.
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DRAFT 24082022
ii. Explanation:
a) The salaries of members of the Board of Directors of State-Owned Enterprises
(BUMN) and the honorarium of the Board of Commissioners of BUMN are
determined by the GMS annually for one year, starting from January of the current
year. BUMN 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 by applicable regulations.
b) Members of the Sharia Supervisory Board are given honorariums and
allowances/facilities including bonuses, the type and amount of which are
determined by the GMS.
c) Regarding the above matter, the Board of Directors must submit a proposal to the
Annual GMS without reducing the right of the GMS to decide otherwise.
d) At the Meeting, the Shareholders will present and seek approval for the proposed
decision on this third agenda item.
4. Appointment of a Public Accountant at a Public Accounting Firm to Audit the
Company's Financial Statements for the 2026 Financial Year.
Legal Basis & 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 Planning and
Implementation of General Meeting of Shareholders of Public Companies (“POJK
15/2020”).
c) Article 3 junctis Article 5, Article 7 and Article 9 of OJK Regulation Number 9 of 2023
concerning Use of Public Accountant Services and Public Accounting Firms in
Financial Services Activities (“POJK 9/2023”).
d) Article 33 paragraph (2) and paragraph (3) of BUMN Ministerial Regulation No.
PER-1/MBU/03/2023 concerning Assignment Special and Social and
Environmental Responsibility Program 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) Appointment Public Accountants (AP) and/ or Public Accounting Firms (KAP) which
will give audit services on information finance historical The Company's annual
report is mandatory decided in the GMS with consider proposal of the Board of
Commissioners.
b) Appointment and dismissal Public Accountants and/ or Public Accounting Firms that
will give audit services on information finance historical annual must decided in the
GMS, with notice regulations in the Capital Market sector .
c) According to Ministerial Regulation 1/2023 that Report finance and reports
implementation of the BUMN Social and Environmental Responsibility Program
("TJSL") to become One unity with report quarterly and reports annual the
performance of state-owned enterprises as outlined in chapter alone .
d) In the implementation of the Annual GMS for the appointment of Public Accountants
and/or Public Accounting Firms, the GMS may delegate its authority to the Board of
Commissioners to dismiss at any time the appointed Public Accountants and/or
Public Accounting Firms, including appointing replacement Public Accountants
and/or Public Accounting Firms, with due regard to regulations in the Capital Market
and Islamic Banking sectors.
e) At the Meeting, the Shareholders will present and seek approval for the proposed
decision on this fourth agenda item.
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DRAFT 24082022
5. Delegation of Authority to Approve the 2026-2030 Company Long-Term Plan (RJPP)
and the 2027 Company Work and Budget Plan (RKAP) and its amendments from the
GMS to the party appointed by the GMS.
Legal Basis & Explanation :
i. Legal basis:
a) Article 15G paragraph (2) and paragraph (6) of the BUMN Law
b) Article 20 in conjunction with Article 21 of BSI's Articles of Association
ii. Explanation:
a) Board of Directors must compile Design Long Term Plan (RJP) with based on the
BUMN Roadmap in accordance with with provision regulation legislation in the field
of State-Owned Enterprises.
b) Plan Company Work and Budget (RKAP) and Long Term Plan (RJP) which are
prepared approved by the GMS.
c) The authority of the GMS can empowered to the Board of Commissioners with
moreover formerly get agreement Dwiwarna Series A Shareholders .
d) In terms of the authority of the GMS is authorized to the Board of Commissioners,
the draft RKAP which has been signed by all member Board of Directors and Board
of Commissioners, with provision:
1) Must be submitted to the GMS or Power of Attorney for get approval , no later
than 30 ( three) twenty ) days before year book new started ;
2) GMS or The authorized person is obliged to agree no later than 30 ( three)
twenty ) days after year budget walk .
3) In terms of draft RKAP not yet approved by the GMS or the Board of
Commissioners in period time the on then the RKAP for the year previously
implemented .
e) In terms of the authority of the GMS is authorized to the Board of Commissioners,
the draft RJP which has signed by all member Board of Directors and Board of
Commissioners, with provision:
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
2) GMS or The authorized person is obliged to agree no later than 30 ( three)
twenty ) days before the beginning year book first CPR.
f) At the Meeting, the Shareholders will present and request approval for the proposed
decision 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 & Explanation :
i. Legal basis:
Article 6 paragraph (1) (2) and Article 7 of OJK Regulation Number 30/POJK.04/2015
concerning Report Realization Use of Proceeds from Public Offerings (“POJK
30/2015”).
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DRAFT 24082022
ii. Explanation:
a) The company is obliged accountable realization use of proceeds Public Offering in
every Annual GMS until with all proceeds offer general has realized .
b) Accountability the must conducted at the Annual GMS closest although realization
use of funds not yet covers 1 (one) year after date rationing or in matter all proceeds
offer has finished realized .
c) Report realization the must made into as one of the agenda items in the Annual
GMS .
d) There are no proposed decisions in this agenda item, because this agenda item
does not require the approval of the GMS and is mandatory, requiring the Board of
Directors to report the realization of the use of funds from the public offering until
the funds are used up in accordance with the intended use of the funds to the GMS.
Therefore, no decisions are taken at the Annual GMS.
7. Changes to the Company's Articles of Association.
Legal Basis & Explanation :
i. Legal basis:
a) Law No. 4 of 2023 concerning Development and Strengthening of the Financial
Sector (“UUP2SK”).
b) OJK Regulation No. 17 of 2024 concerning Implementation Bullion Business
Activities (“POJK 17/2024”).
c) OJK Letter Number S-53/PB.22/2025 dated February 12, 2025 concerning
Licensing Implementation Product Gold Deposits and Gold Trading.
d) OJK Letter Number S-259/PB.22/2025 dated November 10, 2025 concerning
Licensing Implementation Product Gold Savings .
e) DSN-MUI Fatwa No. 166/DSN-MUI/II/2026 dated February 11 , 2026 concerning
Bulion Business Activities based on Sharia Principles .
f) Central Statistics Agency Regulation Number 7 of 2025 concerning Standard
Classification of Indonesian Business Fields .
g) OJK Regulation No. 35 of 2024 concerning Pension Fund Licensing and Institutions
(“POJK 35/2024”).
h) OJK Regulation No. 2 of 2024 concerning Implementation of Sharia Governance for
Sharia Commercial Banks and Sharia Business Units (“POJK 2/2024”).
ii. Explanation:
a) Referring to the provisions above , there is a number of provision Articles of
Association that are necessary customized back and harmonized with applicable
provision .
b) A number of provision the proposed intended For changed is as following :
1) Addition activity Bullion Bank's business in Article 3 paragraph (2) of the
Company's Articles of Association;
2) Adjustment provision related action Directors who need GMS approval including
about establishment of a pension fund , where based on OJK provisions for The
establishment of the Financial Institution Pension Fund (DPLK) is not need GMS
approval ;
3) Related with provision joint Sharia Supervisory Board meeting majority member
Directors and majority adjusted members of the Board of Commissioners with
minimum frequency requirements meeting in accordance provisions of POJK
2/2024.
c) In the Meeting will presented and requested Shareholders ' approval regarding
proposal change The Company's Articles of Association as intended and the
approval of the GMS for give authority to Board of Directors in do all necessary
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DRAFT 24082022
actions in connection with change A. The Company's Articles of Association in
accordance with with provision regulation applicable laws and sharia principles .
8. Confirmation of Adjustment of the Term of Office of Members of the Board of
Directors, Board of Commissioners and Sharia Supervisory Board with the
Company's Articles of Association.
Legal Basis & Explanation :
i. Legal basis:
a) Article 11 paragraph (9) of the BSI Articles of Association, for term of office Member
Board of Directors .
b) Article 14 paragraph (10) letter a of the BSI Articles of Association, for position
Member of the Board of Commissioners.
c) Article 17 paragraph (11) of the BSI Articles of Association, for term of office
Member of the Sharia Supervisory Board .
d) State-Owned Enterprises Regulatory Agency Letter Number S-
12/Wk2.BPU/01/2026 dated January 13, 2026 regarding Confirmation of Term of
Office The Company's Board of Directors and Board of Commissioners. ("Letter of
BP BUMN January 13, 2026").
iii. Explanation:
a) Based on the BP BUMN Letter dated January 13, 2026, BP BUMN confirmed a
number of matter between other :
1) Length of service member Directors and members of the Board of
Commissioners of BUMN for a maximum of sd closing of the 5th Annual
General Meeting of Shareholders since appointment decision determined
member Directors and members of the Board of Commissioners of BUMN; and
2) Length of service member Directors and members of the Board of
Commissioners said , applies for member Directors and members of the Board
of Commissioners of BUMN who are currently This Still take office without
except .
b) The company has adapt terms of office Board of Directors, Board of Commissioners
and Sharia Supervisory Board in BSI's Articles of Association as following :
"determined by the GMS that appointed him and no later than with closing of the
5th (fifth) Annual GMS after date his appointment.”
c) Term of office member The Board of Directors, Board of Commissioners and Sharia
Supervisory Board of BSI at the moment This is :
" counted since the closing of the GMS that appointed him or otherwise determined
by the GMS and ends at the closing of the 3rd (third) Annual GMS after his
appointment.”
d) Since effectiveness BSI Articles of Association, not yet There is adjustment of term
of office Member Board of Directors, Board of Commissioners and Sharia
Supervisory Board .
e) In order to fulfil provision BSI's Articles of Association and the BP BUMN Letter
dated January 13, 2026 , then need done affirmation adjustment of term of office
Member Directors , Members of the Board of Commissioners and Members of the
Sharia Supervisory Board .
f) In the Meeting will presented and requested Shareholders approval of the proposed
decision on this eighth agenda item.
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DRAFT 24082022
Notes:
1. The Company does 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 Summons constitutes an official invitation to the Company's
Shareholders.
2. Shareholders entitled to attend the Meeting are the Company's Shareholders whose names
are recorded in the Company's Shareholders Register and/or the Company's shareholders
in the securities account balance records at the Collective Custody of PT Kustodian Sentral
Efek Indonesia on Wednesday, March 25, 2026, at 16.15 WIB (hereinafter referred to as
"Eligible Shareholders" ).
3. Notice OJK Regulation Number 14 of 2025 dated June 20, 2025 concerning Implementation
General Meeting of Shareholders , General Meeting of Shareholders Bonds , and Electronic
General Meeting of Sukuk Holders (“POJK e-RUPS”) and KSEI Regulation Number : XI-B
of 2022 concerning Procedures for Implementation Electronic General Meeting of
Shareholders accompanied by with Voting via the KSEI Electronic General Meeting System
(eASY.KSEI):
a. Meeting will held in a way electronic through eASY.KSEI onsite implementation Meeting.
Based on Article 24 paragraph (5) of POJK e-RUPS and taking into account capacity
room , the Company is authorized limit amount Shareholders who can attend Meeting
in a way physique .
b. Shareholders must attend electronically or provide power of attorney through the
eASY.KSEI Facility with the following procedures:
1) Shareholders must first register with the KSEI Securities Ownership Reference
Facility (“AKSes KSEI”). If not yet registered, Shareholders are requested to
register via the website https://akses.ksei.co.id .
2) For registered Shareholders, power of attorney is granted in eASY.KSEI via 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 on Thursday, April 16,
2026 at 12.00 WIB.
c. Things that need to be done attention to the registration process for Shareholders
through eASY.KSEI as following :
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 provided a declaration of
attendance or power of attorney 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 choice in eASY.KSEI by the specified
deadline and wish to attend the Meeting electronically.
c) The Power of Attorney from Shareholders who have give power to the
Independent Representative or Individual Representative, but Not yet set
choice voice in eASY.KSEI until the specified time limit .
d) The Power of Attorney from Shareholders who have give power to participant
/ intermediary ( Custodian Bank or Securities Company ) and has set choice
voice in eASY.KSEI until the specified time limit .
2) Delays or failures in the electronic registration process for any reason will result in
Shareholders or their Authorized Persons being unable to attend the Meeting
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DRAFT 24082022
electronically, and their share ownership will not be counted as a quorum for
attendance.
3) Registration guide, registration, use and explanation more carry on about
eASY.KSEI and AKSes KSEI can viewed on the KSEI website with links
https://akses.ksei.co.id/ and https://easy.ksei.co.id or the Company's website.
d. Chairperson of the Meeting, Board of Directors, Board of Commissioners and Sharia
Supervisory Board as well as profession capital market support that helps
implementation Meeting attend On-site meeting implementation Meeting.
4. Meeting Agenda Materials are available during working hours from the date of the Meeting
Invitation until the Meeting is held. 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 Planning and Implementation
General Meeting of Shareholders of Public Companies.
Jakarta, March 26, 2026
Board of Directors
Names mentioned 4 people and organisations named in the text · linked when the evidence is strong
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PT Kustodian Sentral Efek Indonesia
p.1 ×3
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Minister of State-Owned Enterprises Number PER-
p.2
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org
Bank BSI Phase II
p.4
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