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20231019_BNGA_Ringkasan Risalah//Risalah RUPS_31460254_lamp3.pdf
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Page 1 OCR 0.916
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, October 19", 2023 Number : 258B/X/2023 Subject : Resume of the Second 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 Second Extraordinary General Meeting of Shareholders (hereinafter referred to as the “Second 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, October 19", 2023 Place : Meeting Room, M Floor, Graha CIMB Niaga, Jl Jend. Sudirman Kav 58, South Jakarta — 12190 The Agendas of the Second Meeting were as follows: 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 (“BOC”), Board of Directors (“BOD”) and Sharia Supervisory Board (“SSB”) as well as Audit Committee of the Company, who were present at the Second Meeting, as follows: BOARD OF COMMISSIONERS President Commissioner : DIDI SYAFRUDDIN YAHYA Vice President Commissioner 1 GLENN MUHAMMAD SURYA (Independent) YUSUF Independent Commissioner 1 JEFFREY KAIRUPAN Independent Commissioner 1 FARINA J. SITUMORANG" Commissioner : 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 : LANI DARMAWAN Director 1 LEE KAI KWONG Director : JOHN SIMON Director concurrently as Compliance : FRANSISKA OEI Director Director : PANDJI P.DJAJANEGARA
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Director 1 TJIOE MEI TJUEN
Director 1 HENKY SULISTYO
Director : JONI RAINI
Director 1 RUSLY JOHANNES
Director : NOVIADY WAHYUDI
SHARIA SUPERVISORY BOARD
Chairman : PROF. DR. M. OURAISH SHIHAB, MA
Member : PROF. DR. FATHURRAHMAN DJAMII
MA
Member : DR.YULIZAR DJAMALUDDIN
SANREGO, M.EC.
AUDIT COMMITTEE
Chairman (concurrently as Member) 1 JEFFREY KAIRUPAN
Member : GLENN MUHAMMAD SURYA YUSUF
Member : ANGELIOUE DEWI DARYANTO
Member 1 RIATU MARIATUL OIBTHIYYAH
Members of the BOC, BOD and SSB as well as Audit Committee of the Company attended
the Second Meeting, physically and through media video conferencing, from Meeting
Room, M Floor, as well as Notary and Securities Administration Bureau as supporting
profession and institution. Shareholders of the Company and/or their proxies.
Members of the Board of Commisioners and Audit Committee who were unable to attend
the Second Meeting, namely SRI WIDOWATI (Independent Commissioner) who is
currently on a business trip, and ENDANG KUSSULANJARI S (Member of audit
Comittee), who is currently performing the hajj pilgrimage.
Announcement and Invitation of the Second Meeting have been published in accordance
with the Article 11 and 12 of the Company's Articles of Association and the Financial
Services Authority Regulation (hereinafter referred to as the “OJK Regulation”)
No. 15/POJK.04/2020 on the Plan and Implementation of the General Meeting of
Shareholders of Publicly-Held Companies, as follows:
- Publishing Second Meeting to Shareholders in form of Disclosure Information on
October 10" , 2023, both in Indonesian and English through the PT Kustodian Sentral
Efek Indonesia ("KSEI") website via the eASY.KSEI application.
- Republishing through the Company's website and the BEI website on October 12" s
2023, regarding Disclosure Information to Shareholders in connection with the Plan for
the Implementation of an Increase in Capital Without Preemptive Rights (PMTHMETD)
that was issued and/or published on August 24" , 2023, and any changes and/or
Additions to Disclosure Information on October 5" , 2023, both in Indonesian and
English in the national daily newspaper Investor Daily, the Company's website, and the
BEI website.
- Publishing the Call for a Second Meeting to the Company's Shareholders on
October 12" , 2023, both in Indonesian and English in the national daily newspaper
Investor Daily, the Company's website, the BEI website, and the KSEI website via the
@ASY.KSEI application.
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- Explanation of all Second Meeting Agendas and all Second Meeting Materials uploaded to the Company's website on October 12" , 2023, including changes and/or Additions to the Disclosure Information on the Increase in Capital Without Preemptive Rights (PMTHMETD) dated October 5" , 2023, Draft Articles of Association Amendments, Rules of Conduct, Power of Attorney Form, Independent Statement Letters, Illustrative Video of Electronic Voting Procedures at the Second Meeting Venue, and the €ASY.KSEI Guide for Shareholders (including the e-Voting eASY.KSEI Application Voting Guide). . The Second Meeting was chaired by DIDI SYAFRUDDIN YAHYA as President Commissioner based on Article 12 paragraph 12.3 of the Company's Articles of Association and Circullar Resolution Board of the Commisioners number 016/DEKOM/KP/VIII/2023 , dated August 15" 2023, juncto Memorandum of the company number 103/Memo/CA/KP/X/2023 dated October 13" 2023. . The Second Meeting was held electronically by using eASY.KSEI Application with due observance of OJK Regulation No.16/POJK.04/2016 regarding Implementation of Electronic General Meetings of Shareholders of Publicly-Held Companies in conjunction with Article 12 paragraph 12.1. of the Company's Articles of Association. All participants of the Second Meeting who were physically or electronically present, can attend and actively participate in the Second Meeting. The attendance guorum and decisions at the Second Meeting were as follows: - In accordance with the provisions of Article 13 paragraphs 13.5.a and 13.5.b of the Company's Articles of Association, for the First Agenda of the Second Meeting, the Second Meeting can be held if more than 1/2 (one half) of the total number of shares with valid voting rights are attended by Independent Shareholders. The number of independent shares present or represented in the First Agenda of this Second Meeting amounted to 756,063,779 (seven hundred fifty-six million sixty three thousand seven hundred seventy-nine) shares or representing 44,7360Y46 (forty-four point seven three six zero percent) of the total number of shares with valid voting rights that have been issued by the Company owned by Independent Shareholders (both Class A shares and shares Class B) totalling to 1.690.055.600 (one billion six hundred ninety million five hundred fifty-six thousand eight hundred) saham. - In accordance with the provisions of Article 13 paragraph 13.I.a and Article 13.2 of the Company's Articles of Association in conjunction with Article 42 paragraph (2) and Article 86 paragraph (1) of the Limited Liability Company Law, for the Second Agenda of the Meeting Second, the Meeting can be held if attended by the Shareholders or his/her legal proxy representing more than 1/2 (one half) of the total number of shares issued by the Company. The number of shares present or represented in the Second Agenda of this Second Meeting amounted to 24.002.800.108 (twenty-four billion two million eight hundred thousand one hundred eight) shares or representing 95,5084”4 (ninety-five point five zero eight four percent) of the total number of shares with valid voting rights that have been issued by the Company (both Class A shares and Class B shares) totalling to 25.131.606.843 (twenty- five billion one hundred thirty-one million six hundred six thousand eight hundred forty- three) shares excluding Treasury Stocks of 182.068.782 (one hundred eighty-two million sixty-eight thousand seven hundred eighty-two) shares. The First and Second Agenda of the Second Meeting were interrelated, in connection with
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the guorum for the First Agenda of the Second Meeting not being met, therefore the Second Meeting has no right and no authority to discuss and take legal and binding decisions for the entire Agendas so that it will be discussed in the Thrid Meeting which will be held based on the provisions in Article 21 paragraph (1), (2), dan (3) letters a,b,c,d, dan e OJK Regulation Number 15/POJK.04/2020 concerning Planning and Organizing General Meetings of Shareholders of Public Companies in conjunction with Article 13 paragraph 13.1 letters f and d of the Company's Articles of Association, therefore the Company will: - submit a proposal for Financial Services Authority (OJK) decision regarding the guorum of attendance, the number of votes reguired to make decisions, the summons, and the timing of the Third Meeting no later than 14 (fourteen) days after the Second Meeting G. The Second Meeting was opened and closed at 14.22 West Indonesian Time and the proceedings of the Meeting will be recorded in the deed "Minutes of the Second Extraordinary General Meeting of Shareholders of PT BANK CIMB NIAGA Tbk" dated October 19", 2023 number 17, which minute such deed drawn up by me, Notary. 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. Sincerely yours, YUMNA SHABRINA SH., MKn. Subtitute of ASHOYA RATAM, SH., MKn. Notary in South Jakarta Administraive City
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