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20231019_BNGA_Ringkasan Risalah//Risalah RUPS_31460254_lamp5.pdf
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ANNOUNCEMENT SUMMARY MINUTES OF
THE SECOND 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 Second Extraordinary General Meeting of Shareholders (the
“Meeting”) on Thursday, 19 October 2023 opened and closed at 4.22 p.m. Western Indonesian Time, at the Meeting Room, M Floor, Graha CIMB Niaga, Jl. Jend. Sudirman Kav.
58, South Jakarta 12190.
In connection with the Meeting, the Board of Directors of the Company has disclosed the following:
1. Published the Meeting Announcement to Shareholders on 10 October 2023 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 10 October 2023 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 12 October 2023 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 24 August
2023 as well as Changes and/or Additional Information on Disclosure dated 5 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 12 October 2023 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 12 October 2023, 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.
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, MA., 1. JEFFREY KAIRUPAN,
Commissioner 2. LEE KAI KWONG, Director Chairman Chairman (concurrently as
2. GLENN MUHAMMAD SURYA YUSUF, 3. JOHN SIMON, Director 2. PROF. DR. FATHURRAHMAN DJAMIL, Member)
Vice President Commissioner (Independent) 4. FRANSISKA OEI, 2. GLENN MUHAMMAD SURYA
MA, Member
3. JEFFREY KAIRUPAN, YUSUF, Member
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Independent Commissioner (Senior) Director, concurrently as Compliance 3. DR. YULIZAR DJAMALUDDIN 3. ANGELIQUE DEWI DARYANTO,
4. FARINA J. SITUMORANG, Independent Director SANREGO, M.EC., Member Member
Commissioner* 5. PANDJI P. DJAJANEGARA, Director 4. RIATU MARIATUL QIBTHIYYAH,
5. DATO’ ABDUL RAHMAN AHMAD, 6. TJIOE MEI TJUEN, Director Member
Commissioner 7. HENKY SULISTYO, Director
6. VERA HANDAJANI, Commissioner 8. JONI RAINI, Director
9. RUSLY JOHANNES, Director
10. NOVIADY WAHYUDI, Director
*) Effective upon obtaining the OJK approval and/or fulfilled the requirements as determined in the OJK approval.
There were member of the Board of Commissioner and member of the Audit Committee who were not present at the Meeting, namely SRI WIDOWATI (Independent
Commissioner) which is on a business trip and ENDANG KUSSULANJARI S. (Member of Audit Committee) who is on Umroh Program.
The Company has appointed Yumna Shabrina SH., MKn., alternate of 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.
In accordance with Company’s Shareholders Register as at 11 October 2023, 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 182,068,782shares). 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 756,063,779 shares or approximately 44.7360% of the total
independent shares issued by the Company (excluded the treasury stocks) and for Second Agenda was 24,002,800,108 shares (independent and non independent) or
approximately 95.5084% of the total independent shares issued by the Company (excluded the treasury stocks).
The First and Second Agenda of the Meeting are interrelated, in accordance with the quorum of the First Agenda of the Meeting is not fulfilled, therefore the Meeting is not
entitled and not authorized to discuss and make valid and binding decisions for the entire Agenda that the third of Extraordinary General Meeting of Shareholders will be
determined by the Financial Services Authority (Otoritas Jasa Keuangan) based on the provisions in Article 21 of OJK Regulation Number 15/POJK.04/2020 concerning the Plan
and Implementation of the General Meeting of Shareholders of Public Companies juncto Article 13 paragraph 13.1 letters f of the Company's Articles of Association, therefore,
the Company will submit a proposal to the Financial Services Authority (Otoritas Jasa Keuangan) regarding the attendance quorum, the number of votes to be adopted, the
invitation and the schedule of the Third Extraordinary GMS at the latest 14 (fourteen) days after the Meeting.
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 No. 15/POJK.04/2020
regarding Plan and Implementation of General Meeting of Shareholders of Publicly Companies.
Jakarta, 19 October 2023
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
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