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20231004_AGRO_Ringkasan Risalah//Risalah RUPS_31435068_lamp3.pdf
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ANNOUNCEMENT
SUMMARY OF MINUTES OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT BANK RAYA INDONESIA Tbk.
The Board of Directors of PT Bank Raya Indonesia Tbk. (the “Company”) hereby announces to the Shareholders that the Company has convened the
Extraordinary General Meeting of Shareholders (the ”Meeting”) as follows: :
A. Day/Date, Venue, Time, and Meeting Agenda
Day/Date : Tuesday, October 3rd, 2023
Venue : Menara BRILiaN 19th floor, Gatot Subroto Street
Number 177A Menteng Dalam, Tebet,
Jakarta Selatan, 12870
Time : 10.32 to until finish
Agenda : 1. Approval of changes to the Company’s Articles of Association
2. Changes in the Composition of the Company’s Management.
B. The Members of Board of Commissioners and Board of Directors of the Company who Attended the Meeting
Board of Commissioners
President Commissioner : Muhamad Sidik Heruwibowo*)
Commissioner : Achmad F. C. Barir
Independent Commissioner : Eko Budi Supriyanto
Independent Commissioner : Rina Sa’adah
Board of Directors
President Director : Ida Bagus Ketut Subagia
Director of Enterprise Risk Management, Compliance & Human Resources : Danar Widyantoro
Director of Agri Retail and Funding : Dedy Hendrianto
Director of Digital and Operations : Bhimo Wikan Hantoro
Director of Finance : Rustarti Suri Pertiwi*)
Note: *) Waiting for approval of Fit & Proper from the Financial Services Authority.
C. Attendance of Shareholders
The meeting was attended by shareholders and/or their proxies who were present in person (offline), electronically (online), as well as shareholders
who provided power of attorney via the eASY.KSEI e-Proxy amounting to 21,668,279,746 (twenty one billion six hundred sixty-eight million two
hundred seventy-nine thousand seven hundred forty-six) shares or representing 87.58% (eighty seven point five eight percent) of 24,740,494,294
(twenty-four billion seven hundred forty million four hundred ninety-four thousand two hundred ninety-four) shares, which is the total number of
shares that have been issued and fully paid up in the Company up to the recording date of the Meeting
D. Meeting Resolutions Mechanism
The resolution of the Meeting shall be adopted amicably to reach a consensus or through voting.
E. Independent Party for Votes Count
Vote counting The Counting of votes as the basis of Meeting resolutions is conducted by PT Datindo Entrycom as the Securities Administration
Bureau. Further, the reports are conducted by Notary.
F. The Opportunity to Submit Questions and/or Opinions, The Number of Shareholders or their Proxies Who Submit Their Questions and/or Opinions
and Voting Results at the Meeting.
The Shareholders or their Proxies have been provided with an opportunity to submit questions and/or opinions in each Meeting Agenda. The
number of Shareholders or their Proxies, which attended either physically or electronically, that submitted question and/or opinion in the Meeting,
and the result of decision making through voting, which included e-Proxy via eASY.KSEI, are as follows:
Total of Affirmative Questions /
Agenda Affirmative Votes Non-Affirmative Votes Abstain
Votes* Opinions
First 21,495,112,840 votes or 172,976,306 votes 190,600 votes 21,495,303,440 -
represents 99.2008276% or representing or representing votes or representing (No Question/
of all shares with valid 0.7982927% of all shares 0.0008796% of all shares 99.2017073% of all Opinion)
voting rights present at with valid voting rights with valid voting rights shares with valid voting
the Meeting present at the Meeting present at the Meeting rights present at the
Meeting
Second 21,668,085,946 votes or - 193,800 votes 21,668,279,746 votes or -
represents 99.9991056% (No Question/Opinion) or representing representing 100% of all (No Question/
of all shares with valid 0.0008944% of all shares shares with valid voting Opinion)
voting rights present at with valid voting rights rights present at the
the Meeting present at the Meeting Meeting
Note: *) In accordance with the Company’s Articles of Association and Financial Services Authority Regulation Number 15/POJK.04/2020
concerning the Planning and Implementation of the General Meeting of Shareholders of Public Companies, an Abstain vote is considered to be the
same vote as the majority of Shareholders who cast votes. Therefore, according to the calculations of the Indonesian Central Securities Depository
(KSEI) system and the Securities Administration Bureau (BAE), the number of Abstain votes was added to the Agree votes.
G. Resolutions of the Meeting
First Agenda
1. Approve the changes to the Company’s Articles of Association, namely: Article 4, Article 11, Article 12, Article 14, Article 17, Article 18, Article 19,
Article 22 and Article 23; in order to adapt to POJK Number: 33/POJK.04/2014 concerning Directors and Board of Commissioners of Issuers or Public
Companies, POJK Number: 14/POJK.04/2019 concerning Amendments to Financial Services Authority Regulation Number 32/POJK.04/2015
concerning Increase in Public Company Capital by Providing Pre-emptive Rights, POJK Number: 15/POJK.04/2020 concerning Planning and
Implementation of Public Company GMS, POJK Number: 14/POJK.04/2022 concerning Submission of Periodic Financial Reports of Issuers or Public
Companies, and applicable laws and regulations;
2. Approve to re-arrange all provisions in the Company’s Articles of Association in connection with the changes referred to in point 1 (one) above, the
changes are as described in the inseparable attachment to the deed of the Minutes of the Extraordinary General Meeting of Shareholders of PT Bank
Raya Indonesia Tbk., dated 10-03-2023 (October third, two thousand twenty-three) number 01;
3. Agree to grant power and authority to the Board of Directors with the right of substitution to carry out all necessary actions related to decisions on
the Meeting Agenda. This power and authority includes compiling and restating the entire Company’s Articles of Association in a Notarial Deed and
submitting it to the authorized agency to obtain a receipt for notification of changes to the Company’s Articles of Association, do everything that is
deemed necessary and useful for these purposes with nothing being excluded.
Second Agenda
1. Honorably dismissed Ms RINA SA’ADAH as Independent Commissioner. The dismissal of Members of the Board of Commissioners and the Board
of Directors is effective as of the closing of the Meeting with gratitude for the contribution given during their tenure as Members of the Board of
Commissioners of the Company.
2. Appointed Mr JOHANES KUNTJORO ADI S. as Independent Commissioner. The Independent Commissioner can only carry out the duties and
functions of his position upon obtaining approval from the Financial Services Authority and complies with the applicable statutory provisions. The
term of office of the Independent Commissioner ends until the closing of the 3rd (third) Annual GMS since the appointment of the person concerned,
taking into account the applicable laws and regulations and without reducing the right of the GMS to dismiss at any time
3. With the dismissal and appointment above, the composition of the Board of Commissioners and Board of Directors of the Company is as follows:
Board of Commissioners.
President Commissioner : MUHAMAD SIDIK HERUWIBOWO*).
Independent Commissioner : EKO B. SUPRIYANTO.
Commissioner : ACHMAD F.C. BARIR.
Independent Commissioner : RETNO WAHYUNI WIJAYANTI*).
Independent Commissioner : JOHANES KUNTJORO ADI S*).
Board of Directors
President Director : IDA BAGUS KETUT SUBAGIA.
Director of Agri Retail and Funding : DEDY HENDRIANTO.
Director of Digital and Operations : BHIMO W. HANTORO.
Director of Enterprise Risk Management, Compliance & Human Resources : DANAR WIDYANTORO.
Director of Finance : RUSTARTI SURI PERTIWI*).
Note: *) Waiting for approval of Fit & Proper from the Financial Services Authority.
4. Grant power and authority to the Board of Directors with the right of substitution to carry out all necessary actions related to the decision in
accordance with applicable provisions, including to declare it in a separate Notarial Deed and notify the composition of the Board of Commissioners
and Directors to the Ministry of Law and Human Rights.
Jakarta, October 5th 2023
PT BANK RAYA INDONESIA Tbk
DIRECTOR
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