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20231009_BNGA_Ringkasan Risalah//Risalah RUPS_31447214_lamp5.pdf
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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 9th, 2023
Number : 251B/X/2023
Subject : Resume of the 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 Extraordinary General Meeting of Shareholders (hereinafter referred to
as the “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 : Monday, October 9th, 2023
Place : Graha CIMB Niaga, Jl Jend. Sudirman Kav 58, South Jakarta– 12190
Meeting Room I (15th Floor), Meeting Room II ( 14th Floor), and Meeting
Room III (M Floor)
The Agendas of the Meeting are 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 presence at the
Meeting, as follows:
BOARD OF COMMISSIONERS
President Commissioner : DIDI SYAFRUDDIN YAHYA
Vice President Commissioner (Independent) : GLENN MUHAMMAD SURYA YUSUF
Independent Commissioner : JEFFREY KAIRUPAN
Independent Commissioner : FARINA J. SITUMORANG*
Commissioner : DATO’ ABDUL RAHMAN AHMAD
Commissioner : VERA HANDAJANI
*) Effective upon obtaining the OJK approval and/or fulfilled the requirements as determined in the
OJK approval.
BOARD OF DIRECTORS
President Director : LANI DARMAWAN
Director : LEE KAI KWONG
Director : JOHN SIMON
Director concurrently as Compliance Director : FRANSISKA OEI
Director : PANDJI P.DJAJANEGARA
Director : TJIOE MEI TJUEN
Director : HENKY SULISTYO
Director : JONI RAINI
Director : NOVIADY WAHYUDI
SHARIA SUPERVISORY BOARD
Chairman : PROF. DR. M. QURAISH SHIHAB, MA
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Member : PROF. DR. FATHURRAHMAN DJAMIL,
MA
Member : DR.YULIZAR DJAMALUDDIN SANREGO,
M.EC.
AUDIT COMMITTEE
Chairman (concurrently as Member) : JEFFREY KAIRUPAN
Member : GLENN MUHAMMAD SURYA YUSUF
Member : ENDANG KUSSULANJARI S.
Member : ANGELIQUE DEWI DARYANTO
Member : RIATU MARIATUL QIBTHIYYAH
There were members of the Board of Commissioners and the Board of Directors whom unable to
attend the meeting, namely SRI WIDOWATI (Independent Commissioner), who is currently on a
business trip, and RUSLY JOHANNES (Director), who is on annual leave.
Members of the BOC, BOD and SSB as well as Audit Committee of the Company attended the
Meeting, physically and through media video conferencing, from Meeting Room I at 15th Floor;
Meeting Room II at 14th Floor, occupied by supporting profession and institution which are Notary
and Securities Administration Bureau; and other rooms in and outside the Company’s Office. While
the Shareholders of the Company and/or their proxies who were present occupied the Meeting Room
III at M Floor.
C. Announcement and Invitation of the 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:
- Notification concerning the plan to convene the Meeting has been submitted by the BOD to OJK,
on August 16th, 2023;
- Announcement of the Meeting to the Shareholders of the Company has been published on
August 24th, 2023, both in Bahasa Indonesia and English, through the websites of the Company,
PT Bursa Efek Indonesia (hereinafter referred to as the “BEI”) website and PT Kustodian Sentral
Efek Indonesia (hereinafter referred to as the “KSEI”) via eASY.KSEI application;
- Invitation of the Meeting to the Shareholders of the Company has been published on September 8th,
2023, both in Bahasa Indonesia and English through daily newspaper with nation-wide circulation,
namely Investor Daily, and has been uploaded in the Company's website, BEI's website and KSEI's
website via eASY.KSEI application.
D. Information Disclosure to Shareholders in the Context of Capital Increase by Granting Pre-emptive
Rights (PMHMETD) of the Company has been implemented through daily newspapers with national
circulation, namely Investor Daily and the Company's website on August 24th, 2023 in Indonesian
and English as well as Amendments and/or Additional Information Disclosure on October 5 2023, in
order to comply with the provisions of Article 15 of OJK Regulation Number 32/POJK.04/2015
concerning Increases in Public Company Capital by Providing Pre-emptive Rights as amended by
OJK Regulation Number 14/POJK.04.2019 concerning Amendments on OJK Regulation Number
32/POJK.04/2015 concerning Increasing Capital for Public Companies by Providing Pre-emptive
Rights.
E. The 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 the BOC Circular Resolutions
Number 016//DEKOM/KP/VIII/2023 dated August 15th, ,2023.
F. The 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. In addition, the Meeting was also held physically in several rooms
by the Company. All participants of the Meeting who are physically or electronically present, can
attend and actively participate in the Meeting.
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G. The attendance quorum and decisions at the Meeting are 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 Meeting, the 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 Meeting
amounted to 754,897,148 shares or representing 44.8477% 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 1,683,245,600 shares.
- In accordance with the provisions of Article 13 paragraph 13.1.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, 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 Meeting amounted to
24,001,633,477 shares or representing 96.2270% 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
24,938,355,561 shares excluding Treasury Stocks of 188,878,782 shares.
The First and Second Agenda of the Meeting are interrelated, in connection with the quorum for the
First Agenda of the Meeting not being met, therefore the 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
Second Meeting which will be held based on the provisions in Article 20 paragraph (1) letters a and
b 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
c and d of the Company's Articles of Association, therefore the Company will:
- publish the Invitation for the second Extraordinary GMS no later than 7 (seven) days before the
second GMS is held; as well as
- hold the second Extraordinary GMS within a period of 10 (ten) days and no later than 21 (twenty
one) days after this GMS is held.
H. The Meeting was opened and closed at 14.33 West Indonesian Time and the proceedings of the
Meeting are contained in the deed "Minutes of the Extraordinary General Meeting of Shareholders of
PT BANK CIMB NIAGA Tbk" dated October 9th, 2023 number 06, which minute of the deed was
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.
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