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20260326_BNII_Pemanggilan RUPS_32055305_lamp3.pdf
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INVITATION
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT BANK MAYBANK INDONESIA Tbk
PT Bank Maybank Indonesia Tbk (the “Company”) hereby invites all Shareholders to attend the Annual General Meeting of Shareholders
(“Meeting”) of the Company, which will be held on:
Day / Date : Friday / 17 April 2026
Time : 14.00 Western Indonesian Time - onwards
Place : Function Room
Sentral Senayan III 28th Floor
Jl. Asia Afrika No. 8 Senayan Gelora Bung Karno
Jakarta 10270
with the agenda of the Meeting and the explanation as follows:
1. Approval on the Company’s Annual Report and Ratification of the Company’s Consolidated Financial Statements for the
Financial Year ended on 31 December 2025
Explanation:
In accordance with Article 10 paragraph (4) and Article 10 paragraph (5) of the Company’s Articles of Association (”AoA”), as well as
Article 69 paragraph (1) of the Law of the Republic Indonesia Number 40 Year 2007 regarding Limited Liability Company (“Company
Law”), approval of the Company’s Annual Report, including ratification of the Company’s Financial Statements and Supervisory
Report of the Board of Commissioners must be obtained through General Meeting of Shareholders (”GMS”). The Company will
explain the main points of the Annual Report of the Company for the Financial Year of 2025, including business operations and
achievements of the Company during the Financial Year of 2025, and propose to the Meeting to approve the Annual Report of the
Company for the Financial Year ended on 31 December 2025, ratify the Company's Consolidated Financial Statements dated 31
December 2025 and for the Financial Year ended on 31 December 2025, ratify the Supervisory Report of the Board of Commissioners
and the Sharia Supervisory Board of the Company for the Financial Year ended on 31 December 2025, and provide acquit and
discharge (“volledig acquit et décharge”) to the members of the Board of Directors and the Board of Commissioners, including the
Sharia Supervisory Board of the Company for the management and supervision performed in the Financial Year of 2025, provided
that the management and supervisory actions are reflected in the Company’s Annual Report for the year ended on 31 December
2025.
2. Determination of the Utilization of the Company’s Net Profit for the Financial Year ended on 31 December 2025
Explanation:
In accordance with Article 10 paragraph (4) of the Company’s AoA and Article 71 of the Company Law, the utilization of the
Company’s Net Profit for the Financial Year of 2025 must be determined and approved by the GMS. Referring to this requirement
and considering the Company’s Net Profit for the Financial Year of 2025 amounted to Rp1,657,366,285,038,-, the Company will
propose to the Meeting that the Company’s Net Profit will be utilized for distribution of dividends to the Shareholders and as Retained
Earnings.
3. Appointment of Public Accountant and/or Public Accountant Firm to Audit the Company’s Financial Statements for Financial
Year of 2026 and Determination on the Honorarium and other requirements related to the Appointment
Explanation:
Article 10 paragraph (4) of the Company’s AoA and Article 3 paragraph (1) of Indonesia Financial Services Authority Regulation
Number 9 Year 2023 (“POJK 9”) regarding The Use of Services of Public Accountant and Public Accountant Firm in Financial Services
Activities stipulate that the appointment of Public Accountant and/or Public Accountant Firm who will audit the Financial Statements
of the Company must be determined by the General Meeting of Shareholders (GMS). The Company will seek approval to the Meeting
to appoint Public Accountant ”Yasir” and Public Accountant Firm ”Purwanto, Susanti & Surja” (d.h. Purwantono, Sungkoro & Surja), a
member firm of Ernst & Young Global Limited, to audit the Company’s Financial Statements for the Financial Year of 2026 and
delegate the authority to the Board of Commissioners to determine the honorarium and other requirements related to that
appointment.
4. Determination on the Honorarium and/or Other Allowances for the Board of Commissioners in the Financial Year of 2026
Explanation:
Article 18 paragraph (4) of the Company’s AoA, and Article 113 of the Company Law regulate that the members of the Board of
Commissioners (”BOC”) shall be compensated with honorarium and/or allowance in the amount as specified by the GMS. The
Company will propose to the Meeting to delegate its authority to the President Commissioner of the Company to determine the
honorarium and/or other allowances for the BOC for Financial Year of 2026, by taking into consideration the suggestion and
recommendation from the Company’s Nomination and Remuneration Committee.
5. Authorization to the Board of Commissioners to determine:
• The Salary and/or Other Allowances for the members of the Board of Directors for the Financial Year of 2026, and
• The Honorarium and/or Other Allowances for the members of Sharia Supervisory Board for the Financial Year of 2026
Explanation:
Article 15 paragraph (5) and Article 22 paragraph (5) of the Company’s AoA, as well as Article 96 and Article 109 of the Company Law
stipulate that the amount of the salary and/or other allowances for the Board of Directors (”BOD”) and the honorarium and/or other
allowances for the Syariah Supervisory Board (”SSB”) must be determined by the GMS and such authority can be delegated by the
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GMS to the Board of Commissioners (”BOC”) of the Company. The Company will propose to the Meeting to delegate the authority to
the BOC of the Company to determine the salary and/or other allowances for the BOD and the honorarium and/or other allowances
for the SSB for the Financial Year of 2026, as well as bonus for the BOD for Financial Year of 2025, by taking into consideration the
suggestion and recommendation from the Company’s Nomination and Remuneration Committee.
6. The Changes on the Composition of the members of the Company’s management
Explanation:
Based on the provision in Article 10 paragraph (4), Article 15 paragraph (3) and Article 18 paragraph (3) of the Company's AoA, Article
3 and 23 of Indonesia Financial Services Authority Regulation Number 33/POJK.04/2014 (“POJK 33”) regarding The Board of Directors
and the Board of Commissioners of Issuers or Public Companies, and Articles 94 and 111 of the Company Law, members of the
Company's Board of Commissioners and Board of Directors are appointed and terminated by the GMS.
The Company will propose to the Meeting to:
• Approve the termination of the term of office of Edwin Gerungan as the Company’s Commissioner and Hendar as the Company’s
Independent Commissioner, whose term of office will be expired since the closing of the Meeting.
• Approve the termination of the term of office of Effendi and Ricky Antariksa as the Company’s Director, whose term of office will
be expired since the closing of the Meeting.
• Approve to reappoint Hendar as the Company’s Independent Commissioner for the term of office commencing on the closing of
the Meeting until the closing of the Company’s Annual General Meeting of Shareholders (“AGMS”) year 2029.
• Approve to reappoint Effendi as the Company’s Director for the term of office commencing on the closing of the Meeting until the
closing of the Company’s AGMS year 2028.
• Approve to appoint:
a. Dato’ Zulkiflee Abbas Abdul Hamid, who currently serves as the Company's Commissioner, to be appointed as the
Company's President Commissioner, with effective term of office since the closing of the Meeting and after obtaining Financial
Services Authority’s approval, until the closing of the Company’s AGMS year 2029. Whilst the approval from the Financial
Services Authority has not been obtained, Dato’ Zulkiflee Abbas Abdul Hamid will continue to serve as the Company’s
Commissioner, and if his appointment as the Company’s President Commissioner is not approved by the Financial Services
Authority, Dato’ Zulkiflee Abbas Abdul Hamid will continue to serve as the Company’s Commissioner, with term of office in
accordance with his appointment as President Commissioner of the Company, namely until the closing of the Company's
AGMS year 2029.
b. Dato’ Sri Khairussaleh Ramli, who currently serves as the Company's President Commissioner, to be appointed as the
Company's Commissioner, with effective term of office since the closing of the Meeting and after the appointment of Dato’
Zulkiflee Abbas Abdul Hamid as the Company’s President Commissioner has been approved by the Financial Services
Authority, until the closing of the Company’s AGMS year 2029. Whilst the approval from the Financial Services Authority for the
appointment of Dato’ Zulkiflee Abbas Abdul Hamid as the Company’s President Commissioner has not been obtained, Dato’
Sri Khairussaleh Ramli will continue to serve as the Company’s President Commissioner, and if Dato’ Zulkiflee Abbas Abdul
Hamid’s appointment as the Company’s President Commissioner is not approved by the Financial Services Authority, Dato’ Sri
Khairussaleh Ramli will continue to serve as the Company’s President Commissioner, with term of office in accordance with
his appointment as Commissioner of the Company, namely until the closing of the Company's AGMS year 2029.
c. Hasnita Dato’ Hashim as the Company’s Commissioner with effective term of office since the closing of the Meeting and after
obtaining Financial Services Authority’s approval until the closing of the Company’s AGMS year 2029.
d. Mariana Husin as the Company’s Director with effective term of office since the closing of the Meeting and after obtaining
Financial Services Authority’s approval until the closing of the Company’s AGMS year 2029.
The above proposals have been recommended by the Company’s Nomination and Remuneration Committee.
Curriculum Vitae of Dato’ Zulkiflee Abbas Abdul Hamid, Dato’ Sri Khairussaleh Ramli, Hendar, Effendi, Hasnita Dato’ Hashim and
Mariana Husin can be found in the Company's website www.maybank.co.id.
7. The Distribution of Duties and Authorities among the members of the Board of Directors
Explanation:
Article 16 paragraph (9) of the Company’s AoA, Article 14 of Indonesia Financial Services Authority Regulation Number 17 Year 2023
regarding Good Corporate Governance Implementation for Commercial Banks, as well as Article 92 paragraph (5) and (6) of the
Company Law stipulate that the distribution of duties and authorities among the members of the Board of Directors (BOD) shall be
determined by the GMS. In the event that the distribution and authorities among the members of the BOD is not determined by the
GMS, the distribution of duties and authorities shall be determined by a BOD’s Resolution. The Company will propose to the Meeting
that the distribution of duties and authorities among the members of the BOD for the Financial Year of 2026 will be determined by
the BOD through the BOD’s Resolution.
8. Approval on the Update on the Company’s Recovery Plan, in order to fulfill Article 43 of Indonesia Financial Services Authority
Regulation Number 5 Year 2024
Explanation:
The Company has updated its Recovery Plan and has submitted the updated Recovery Plan document, together with the
Company’s Recovery Plan, to the Private Bank Supervision Department 2 of the Financial Services Authority through the Company’s
Letter No. S.2025.053/MBI/DIR RISK MGMT dated 26 November 2025.
Pursuant to Article 43 paragraph (1) of Financial Services Authority Regulation No. 5 of 2024 concerning the Determination of
Supervisory Status and Handling of Commercial Bank Issues (“POJK 5”), a bank is required to update its Recovery Plan periodically at
least once in every year, and in accordance with Article 43 paragraphs (2) and (3) of POJK 5, such update must obtain approval
from the shareholders through a General Meeting of Shareholders.
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One of the key components of the Recovery Plan is the Recovery Options to be implemented by the bank in the event of financial
stress, with the objective of preventing, restoring, and improving the bank’s financial condition and business continuity. In this
Recovery Plan, a review of the Trigger Levels and Recovery Options has been conducted, while at the same time ensuring alignment
with other relevant policies.
In updating the Recovery Plan, the Company has also conducted evaluation and testing (stress testing) of the Recovery Plan under
certain conditions that may have a significant impact on the Company. The Company has identified and assessed the adequacy of
debt instruments or investments with capital-like characteristics in compliance with Article 35 of POJK 5.
Accordingly, the Company hereby proposes to the Meeting to approve the updated 2026 Recovery Plan of the Company.
More detail explanation on the Meeting’s Agenda can be found in the Company's website www.maybank.co.id.
Notes:
1. The Company does not send a separate invitation to the Shareholders. This Invitation is considered as an invitation.
2. Persons who are eligible to attend or be represented in the Meeting are the Company’s Shareholders - whose shares are in KSEI’s
collective custody (scriptless) or Shareholders whose shares are not in Kustodian Sentral Efek Indonesia (“KSEI”)’s collective custody
(script) - whose names are registered in the Register of Shareholders of the Company on 25 March 2026 until 16:00 pm (recording
date).
3. The Company's Meeting will be held electronically using the KSEI Electronic General Meeting System Application (“eASY.KSEI
Application”) provided by KSEI, in accordance with the provisions of POJK Number 14 of 2025 regarding the Electronic Implementation
of General Meetings of Shareholders, Bondholders’ General Meetings, and Sukukholders’ General Meetings and Article 11 paragraph
(1) of the Company's AoA.
Thus, the Shareholders’ participation in the Meeting can be done by choosing one of the following mechanisms:
a. Attend the Meeting electronically through the eASY.KSEI Application; or
b. Attend the meeting physically.
4. In accordance with Indonesia Financial Services Authority Regulation Number 15/POJK.04/2020 regarding the Planning and
Organization of General Meeting of Shareholders by Public Listed Companies (“POJK 15”), POJK Number 14 of 2025 regarding the
Electronic Implementation of General Meetings of Shareholders, Bondholders’ General Meetings, and Sukukholders’ General Meetings
(“POJK 14”) and Regulation of KSEI Number XI-B regarding the Procedure for the Convening of Electronic General Meeting of
Shareholders Supplemented by the Casting of Votes through Electronic General Meeting System of KSEI (“eASY.KSEI”), the Company
suggests the Shareholders to participate in the Meeting with the following mechanism:
a. Attend and vote at the Meeting electronically through the eASY.KSEI Application;
b. Provide Power of Attorney with below mechanism:
• Local Individual Shareholders who are entitled to attend the Meeting whose shares are in KSEI’s collective custody, may
provide electronic Power of Attorney (“e-Proxy”) to the Securities Administration Bureau (“BAE”) PT Sinartama Gunita, through
the Electronic General Meeting System KSEI (eASY.KSEI) facility, using the link https://akses.ksei.co.id at the latest 1 (one)
working day before the Meeting is held: 16 April 2026 at 12.00 WIB. Guidelines for registration, usage, and further explanation in
regards to eASY.KSEI may be accessed in eASY.KSEI Application.
• Shareholders who are entitled to attend the Meeting whose shares are not in KSEI’s collective custody may provide the Power
of Attorney to the BAE PT Sinartama Gunita, with due observance to the following provisions:
➢ Form of Power of Attorney can be downloaded in the Company’s website using the link
https://www.maybank.co.id/corporateinformation/InvestorRelation/rups and the original stamped Power of Attorney
must be received by the Company through BAE, addressed at Menara Tekno Lantai 7, Jl. Fachrudin No. 19 RT 1, RW 7
Kelurahan Kampung Bali, Kecamatan Tanah Abang, Jakarta Pusat, 10250, Telp. 021-3922332, Fax. 021-3923003, and the
scanned copy of the Power of Attorney must be received by electronic mail: helpdesk1@sinartama.co.id, at the latest 1
(one) working day before the Meeting is held: 16 April 2026 at 12.00 WIB, attached with a copy of KTP or for Shareholders in
the form of a legal entity accompanied by proof of authority to represent a legal entity.
➢ For Shareholders who are residing overseas, the Power of Attorney shall be made by the local Notary and legalized by the
Embassy of the Republic of Indonesia in the local area where the Shareholders reside, or apostilled by the competent
authority in the local country.
Members of the Board of Directors, the Board of Commissioners and employees of the Company may act as proxies in the
Meeting, however, the votes they cast as proxies in the Meeting are not counted in voting. In the event that the Power of Attorney
is done electronically, members of the Board of Directors, the Board of Commissioners and employees of the Company cannot
act as electronic proxies.
5. For Shareholders who choose to attend the Meeting electronically through the eASY.KSEI Application as referred to in number 3.a
and 4.a, the following provisions will be applied:
a. Shareholders can confirm their electronic attendance and cast their vote through the eASY.KSEI Application from the date of the
Meeting’s Invitation until 16 April 2026 at 12.00 WIB ("Deadline of Attendance Declaration").
b. The registration process for electronic attendance in the Meeting is as follows:
• Local Individual Shareholders who have not yet provided a declaration of the attendance or provided an e-Proxy until the
Deadline of Attendance Declaration;
• Local Individual Shareholders who have provided a declaration of attendance but have not yet input their choice of vote for
the Meeting agenda in the eASY.KSEI Application until the Deadline of Attendance Declaration;
• Shareholders who have given the power of attorney to the Independent Representative provided by the Company or to
Individual Representative, but have not yet input their choice of vote for the Meeting agenda until the Deadline of Attendance
Declaration;
• Participants/Intermediaries (Custodian Banks or Securities Companies) who have received power of attorney and choice of
vote for the Meeting agenda from the Shareholders;
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are mandatory to register the attendance in the eASY.KSEI Application on the date of the Meeting: 17 April 2026 until the closing
of the electronic registration of the Meeting by the Company.
c. In the event that the Shareholders and/or their authorized Proxies fail to carry out or are late in conducting the electronic
registration process as referred to in number 5, they will be considered not present in the Meeting and will not be counted as a
quorum for the attendance of the Meeting.
6. For Shareholders or their proxies who choose to physically attend the Meeting as referred to in number 3.b, the following
provisions will be applied:
a. The Company will limit the number of Shareholders or their proxies who will attend the Meeting based on the “first come first
served” method, in accordance with Article 24 paragraph (5) POJK 14.
b. Shareholders or their proxies who will attend the Meeting is required to bring and submit their copy of valid ID card or other
identification document to the registration officer before entering the Meeting Room.
Shareholders in form of Legal Entity must submit their legal documentations, among others:
• Copy of the latest Article of Associations followed with the copy of prove of approval/report receipt from/to the Ministry of Law
and Human Rights of the changes of the latest Article of Associations;
• Copy of the Deeds of the Appointment of Board of Directors and Board of Commissioners or the latest management;
• Copy of ID card from the Attorney/Principal of the Power of Attorney (when authorized).
7. Shareholders or their proxies who have been registered in the eASY.KSEI Application can view the ongoing Meeting via Webinar Zoom
through link https://akses.ksei.co.id by accessing eASY.KSEI menu in “Tayangan RUPS” submenu, with the following provisions:
a. Shareholders or their proxies have been registered in the eASY.KSEI Application at the latest by 16 April 2026 at 12:00 WIB;
b. Tayangan RUPS has the maximum capacity of 500 participants, so that the attendance of each participant will be determined
based on the first come first served method;
c. Shareholders or their proxies who have been registered in the eASY.KSEI Application but do not have the opportunity to view the
ongoing Meeting via Webinar Zoom Tayangan RUPS are considered valid to be present electronically and their share ownership
and voting choices will be counted as a quorum for the attendance of the Meeting;
d. Shareholders or their proxies who have not been registered in the eASY.KSEI Application but can view the ongoing Meeting via
Webinar Zoom Tayangan RUPS are considered non-valid to be present electronically and their share ownership and voting
choices will not be counted as a quorum for the attendance of the Meeting;
e. Shareholders or their proxies are advised to use Mozilla Firefox browser to get the best performance and appearance in using the
eASY.KSEI Application and/or Tayangan RUPS, in accordance with the recommendations from KSEI.
8. Meeting materials are available from the date of the Meeting’s Invitation until the date of the Meeting and can be downloaded in the
Company's website www.maybank.co.id. The Company does not provide the hardcopy of Meeting’s materials to the Shareholders
at the time of the Meeting.
9. Any questions related to the Meeting’s Agenda can be submitted through electronic mail CorporateSecretary@maybank.co.id or
conveyed in the Meeting in accordance with the Meeting’s Code of Conduct.
10. Any changes and/or additional Meeting materials or information related to the Meeting in accordance with current condition and
development which has not been conveyed in this Invitation, will be announced in the Company’s website www.maybank.co.id.
11. To facilitate the arrangement and for the smooth conduct of the Meeting, the Shareholders or the Attorney are welcome to be at the
venue 30 (thirty) minutes before the Meeting begins.
Jakarta, 26 March 2026
PT Bank Maybank Indonesia Tbk
The Board of Directors
PT Bank Maybank Indonesia Tbk, Sentral Senayan III Lt. 26, Jl. Asia Afrika No. 8, Senayan, Jakarta 10270
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