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20231009_BNGA_Ringkasan Risalah//Risalah RUPS_31447214_lamp4.pdf
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ANNOUNCEMENT SUMMARY MINUTES OF
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 Extraordinary General Meeting of Shareholders (the “Meeting”)
on Monday, 9 October 2023 opened and closed at 2.33 p.m. Western Indonesian Time, at 15th Floor, 14th Floor, and 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. Notification of the Meeting’s plan has been submitted to the Financial Services Authority (Otoritas Jasa Keuangan – “OJK”) on 16 August 2023;
2. Announcement to the Shareholders of the Company has been published and uploaded in Bahasa Indonesia and English to the Company’s website at www.cimbniaga.co.id
(“Company’s Website”), IDX’s website at www.idx.co.id (“IDX’s Website”) and KSEI’s website through the Electronic General Meeting System provided by PT Kustodian Sentral
Efek Indonesia (“eASY.KSEI”) Application at https://easy.ksei.co.id (“eASY.KSEI Application”) on 24 August 2023;
3. Invitation to the Shareholders of the Company to attend the Meeting has been published in a daily newspaper, namely Investor Daily on 8 September 2023 (28 days before
the Meeting). It was published nationwide in both, Bahasa Indonesia and English. On the same date, it has been uploaded to the Company’s Website, IDX’s Website, and
eASY.KSEI Application; and
4. Explanation of all Agenda and materials of the Meeting have been uploaded to the Company’s Website on 8 September 2023, including Disclosure of Information of Non Pre-
emptive Rights Issue (NPR), 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, 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 which is separated into
several rooms. 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, Director, concurrently as Compliance YUSUF, Member
Independent Commissioner (Senior) Director 3. DR. YULIZAR DJAMALUDDIN 3. ENDANG KUSSULANJARI S.,
4. FARINA J. SITUMORANG, Independent 5. PANDJI P. DJAJANEGARA, Director SANREGO, M.EC., Member Member
Commissioner* 6. TJIOE MEI TJUEN, Director 4. ANGELIQUE DEWI DARYANTO,
7. HENKY SULISTYO, Director Member
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5. DATO’ ABDUL RAHMAN AHMAD, 8. JONI RAINI, Director 5. RIATU MARIATUL QIBTHIYYAH,
Commissioner 9. NOVIADY WAHYUDI, Director Member
6. VERA HANDAJANI, Commissioner
*) Effective upon obtaining the OJK approval and/or fulfilled the requirements as determined in the OJK approval.
There were member of the Board of Commissioners and member of the Board of Directors who were not present at the Meeting, namely SRI WIDOWATI (Independent
Commissioner) which is on a business trip and RUSLY JOHANNES (Director) who was on annual leave.
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 7 September 2023, the number of issued and paid up shares of the Company with eligible voting rights was
24,942,728,061 shares (independent, non-independent, and excluding the treasury stocks of 188,878,782 shares). 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 754,897,148 shares or approximately 44.8477% of the total
independent shares issued by the Company (excluded the treasury stocks) and for Second Agenda was 24,001,633,477 shares (independent and non-independent) or
approximately 96.2270% 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 it will be discussed at the Second of the Meeting which will be held based
on the provisions in Article 20 paragraph 1 letters a and b 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 c and d of the Company's Articles of Association, therefore the Company will publish the Invitation to
the Second of the Meeting at the latest 7 (seven) days before the Second of the Meeting is held and held the Second of the Meeting within a period of no earlier than 10 (ten)
days and no later than 21 (twenty-one) days after this Meeting is held.
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, 9 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; Website: www.cimbniaga.co.id
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