20260313_BBRI_Pemanggilan RUPS_32053901_lamp3.pdf

     d. The Company shall request full repayment and release of responsibility to members of
        the Board of Directors and Board of Commissioners for the management and
        supervision that has been carried out during the        F inancial Y ear 202 5, as stipulated in
        the Annual Report and Financial Statements       .
     e. The Company’s Annual Report, which includes the Company’s Consolidated Annual
        Financial Statements, the Report on the Supervisory Duties of the Board of
        Commissioners, and the 2025 Sustainability Report, is available on the Company’s
        website at the followi ng link https://bri.co.id/report .


2.   Determination of Appropriation of the Company's Net Profit for the Financial Year
     of 202 5 .

     Rationale :

     a. Pursuant to A rticle 2 7 paragraph (12) of the Company’s Articles of Association                   jo.
        Article 72 Company Law , on January 1 7, 202 6 , the Company disbursed the interim
        dividend for the Financial Year of 202     5 which is calculated in the cash dividend derived
        from the Company’s net profit for the Financial Year of 202           5.
     b. Pursuant to Article 22      of Regulation of the Minister of Finance of the Republic of
        Indonesia Number 179/PMK.02/2022 concerning Management of Non                           - Tax State
        Revenue (PNBP) from State Assets Separated by the State General Treasurer, in
        essence regulates the decision to provide additio        nal dividend deposits and/or interim
        dividends as PNBP deposits which are          further recorded in the GMS or similar with the
        GMS.
     c. Pursuant to Article 70, Article 71 Company Law, also                  Article 2 7 paragraph (1)
        Company’s Articles of Association,        the GMS decides the        appropriation utilization of
        net profit and disbursement of dividend.


 3. Determination of Salary/Honorarium          Including Facilities and Allowances for the
    Financial Year 2026 and Remuneration for Performance for the Financial Year 2025
    Determined for the Company's Board of Directors and Board of Commissioners.

      Rationale :

     a. Pursuant to Article 5 paragraph (4) letter c number (1) point (e), Article 11 paragraph
        (16), and Article 14 paragraph (25) of the Company’s Articles of Association; Articles
        96 and 113 of the Company Law and Article 76 of Regulation of the Minister of Sta                 te-
        Owned Enterprises No. PER          - 3/MBU/03/2023 concerning the Organs and Human
        Resources of State     - Owned Enterprises (“ PER - 3/2023 ”), it is stipulated that the holder
        of the Series A Dwiwarna Share or its proxy is entitled to approve the remuneration of
        members of the Board of Directors and the Board of Commissioners. The
        determination of the salary of members of the Board of Directo                 rs of a State - Owned
        Enterprise and the honorarium of members of the Board of Commissioners shall be
        resolved by the General Meeting of Shareholders (GMS) annually for a term of one
        year commencing from January of the relevant fiscal year. An SOE may grant
        Performance Awards/Performance Bonuses and/or other forms of remuneration to
        members of the Board of Directors and the Board of Commissioners pursuant to a GMS

                                                                                                            2

        resolution, provided that such grants comply with the criteria stipulated under the
        prevailing laws and regulations      .
     b. Pursuant to Article 5 paragraph (4) letter c of Company’s Articles of Association,           the
        Serie s A Dwiwarna Shareholder is entitled to approve          the remuneration of the Board
        of Directors and the Board of Commissioners        .


4.   Appointment of the Public Accountants at the Public Accounting Firm to Audit the
     Company's Consolidated Financial Statements for the Financial Year            2026 and the
     Financial Statements of the PUMK Program for the Financial Year        2026 .

     Rationale :

     a. Pursuant to Article 3 of Financial Services Authority Regulation             No. 9 year 2023 dated
        July 11 , 2023 concerning the Use of Public Accountant and Auditing Firm in Financial
        Services Activities and          Article 59 of Financial Services Authority Regulation
        No.15/POJK.04/2020 dated April 20, 2020 concerning The Planning and Holding of
        General Meetings of Shareholders of Public Limited Companies                         (“POJK GMS ”) ,
        appointment and dismissal of public accountant and/or public accountant                    firm which
        will perform audit of historical annual financial information must be decided in a GMS,
        by considering the opinion from the Bo             ard of Commissioners and with regard to the
        recommendation from audit committee              .

     b. Pursuant to Article 33 paragraph 3 of        MSOE Regulation      1/2023 principally regulates
        that the Micro and Small Enterprise Funding Program’s Financial Statements shall be
        audited by Public Accountant Firm which is separated from the SOE Financial
        Statements audit which is organized under the financial accounting standard to be
        ratified by GMS/the Minister    .

5.   Delegation of authority to approve the Corporate Long          - Term Plan (RJPP) for 2026               –
     2030 and the Annual Work Plan and Budget (RKAP) for 2027, including any
     amendments thereto, from the General Meeting of Shareholders to the party appointed
     by the General Meeti ng of Shareholders.

     Rationale:
      a. Pursuant to Article 12 paragraph (2) letter b number 2, Article 17 paragraphs (1) and
          (3), and Article 22 paragraph (2) letter d of the Company’s Articles of Association,
          as well as Article 15G paragraphs (2), (5), and (6) of the SOE Law, the Board of
          Dire ctors of the Company is required to prepare a Long                   - Term Corporate Plan
          (Rencana Kerja Jangka Panjang           – RJPP) containing a five    - year strategic plan, which
          shall be jointly reviewed with and signed by the Board of Commissioners, and
          subsequently submitted to        the General Meeting of Shareholders (GMS) for approval.
      b. Pursuant to Article 12 paragraph (2) letter b number 2, Article 18 paragraph (1), and
          Article 22 paragraph (2) letter d of the Company’s Articles of Association, as well as
          Article 15G paragraph (5) of the SOE Law, the Board of Directors is required to
          pre pare an annual work plan prior to the commencement of the forthcoming financial
          year, which shall be reviewed and approved by the Board of Commissioners and
          submitted to the GMS for approval.



                                                                                                              3

      c. Pursuant to Article 95 paragraph (4) of Regulation of the Minister of State                - Owned
         Enterprises No. PER2/MBU/03/2023 concerning Organs and Human Resources of
         State - Owned Enterprises, in respect of SOEs that have been declared financially
         sound for two (2) co nsecutive years, the authority of the GMS/BP BUMN to ratify the
         annual work plan may be delegated to the Board of Commissioners.
      d. Pursuant to Article 17 paragraph (4) and Article 18 paragraph (3) of the Company’s
         Articles of Association, the GMS may delegate its authority to approve the
         Company’s Long        - Term Corporate Plan and Annual Business Plan (RKAP) to the
         Board of Commissioners,         subject to prior written approval from the majority holders
         of Series B and Series C Shares, including approval of the Company’s Long                     - Term
         Corporate Plan (RJPP) 2026            –2030 and the Annual Business Plan (RKAP) for
         Financial Year 2027, as well as any amendment              s thereto.

6.   Report on the Realization of the Utilization of Proceeds from                 Bank BRI Social Bond I
     Phase I 2025 and Social Bond I Phase II 2026

     Rationale :

     Pursuant to POJK No. 30/POJK.04/2015 dated               December 22, 2015 concerning Report on
     the Realization of Use of Public Offering Proceeds ("         POJK 30/2015 "), that:

     a. Article 7 paragraph (1) POJK 30/2015,           principally regulates that accountability for the
        realization of the use of funds from the first Public Offering must be carried out at the
        nearest annual GMS which will be held even though the realization of the use of funds
        has not yet covered 1 (one) year after the          date of delivery of the Securities or after the
        allotment date.
     b. This Agenda is merely a        repor t, thus an approval of GMS is not required          .


7.   Amendments to the Company            ’s Articles of Association     .

     Rationale :

     a. Pursuant to Article 19 paragraph (1)       Company Law , principally regulates that the
        amendment of Company’s Article of Associations is determined by GMS;
     b. Pursuant to Article 29 paragraph (1) and (2) of the Company’s Articles          of Association,
        amendments of the Company’s Arti       cles of Association is ratified by the GMS with
        regard to Company Law and/or Capital Market regulation            .
     c. Pursuant to Article 16 paragraph (2) POJK GMS, that 1 (one) or more shareholders
        representing 1/20 (one twentieth) or more of the total number of shares with voting
        rights may propose agenda items for the Meeting.
     d. Pursuant to Article 2 paragraph (3) of the SOE Law, the Republic of Indonesia holds
        1% (one percent) of the shares in a State         - Owned Enterprise in the form of Series A
        Dwiwarna Shares through the BP BUMN, and 99% of the shares in the form of Series
        B Shares through the Daya Anagata Nusantara Investment Management Agency.
     e. Through the Letter of the Head of BP BUMN No. S             - 18/BPU/01/2026 dated 6 January
        2026 regarding the Notification of the Execution of the Share Transfer Agreement of
        PT Bank Negara Indonesia (Persero) Tbk and the Letter of PT Danantara Asset


                                                                                                              4

          Management (Persero) No. SR.005/DI           - DAM/DO/2026 dated 6 January 2026 regarding
          the Notification of the Execution of the Share Transfer Agreement of PT Bank Negara
          Indonesia (Persero) Tbk, BP BUMN and DAM, in their capacity as shareholders of the
          Company, ap proved the transfer of a portion of DAM’s Series B Shares in the Company
          to BP BUMN. Subsequently, the transferred Series B Shares will be reclassified as
          Series A Dwiwarna Shares.
In accordance with the Meeting, the Company hereby conveys the following matters                     :

1. This invitation constitutes an official invitation to the Meeting. Therefore, the Company
   shall not send separate invitations to the Shareholders.
2. Pursuant to Article 23 paragraph (2) of POJK GMS, Shareholders who are entitled to
   attend and vote in the Meeting are those whose names are recorded in the Shareholders
   Register of the Company or in the securities account at The Indonesian Central Securiti                  es
   Depository (“ KSEI ”) on Thursday , March 12 , 202 6 .
3.    Pursuant to Financial Services Regulation Regulation No. 16/POJK.04/2020 dated April
     20, 2020 concerning the Electronic General Meeting of Shareholders (“               POJK e - RUPS ”)
     and Regulation of KSEI No. XI     - B concerning the Procedure for the Convening of Electronic
     General Meeting of Shareholders Supplemented by the Casting of Votes through
     Electronic General Meeting System of KSEI (eASY.KSEI):
     a.    The Meeting shall be convened          electronically through eASY.KSEI           at the designated
           Meeting venue. Pursuant to Article 24 paragraph (5) of the OJK Regulation on
           Electronic General Meetings of Shareholders (POJK e              - RUPS), and taking into account
           the limited capacity of the venue, the Company hereby stipulates that the max                   imum
           number of Shareholders and Proxy Holders permitted to attend the Meeting in person
           is 25 (twenty - five) individuals, on a first   - come, first - served basis. In connection with
           the limited room capacity, Shareholders who cannot be accommodated for physical
           attendance are respectfully requested to participate in the General Meeting of
           Shareholders electronically through eASY.KSEI.

     b.    The Company hereby urges Shareholders to             attend the Meeting electronically       or to
           grant their proxy through the eASY.KSEI Facility           by adhering to the procedures set
           forth below:

            1) The Shareholders shall be registered in the Facility of Securities Ownership
               Reference of KSEI (“AKSes KSEI”). If the Shareholders are not registered, the
               Shareholders are kindly required to register on the website
               https://akses.ksei.co.id.
            2) For registered Shareholders, the proxy is provided at eASY.KSEI in the website
               https://easy.ksei.co.id    (“e - Proxy”).
            3) The Shareholders may declare their proxy and votes, modify the appointment of
               the Attorney and/or the votes for the agenda of the Meeting, or revoke the proxy
               since the date of the Invitation of the Meeting until 1 (one) business day prior to
               the date of t he Meeting, which is      Thursday , April 9 , 202 6 at 12.00 WIB




                                                                                                              5

c. The following matters should be noticed on the registration process for Shareholders
   who will attend the Meeting electronically to give an e      - voting through eASY.KSEI are:
      1) The Shareholders mentioned below must register their attendance electronically
         in eASY.KSEI on the date of the Meeting starting from 11.00 to 13.30 WIB:
          a) Local individual Shareholders who have not declared their attendance or
             proxy in eASY.KSEI until the specified time limit and intend to attend the
             Meeting electronically.
          b) Local individual Shareholders who     have declared their attendance, yet have
             not submitted their vote in eASY.KSEI until the specified time limit and intend
             to attend the Meeting electronically.
          c) Proxy from the Shareholders who         have granted power of attorney to the
             Independent Representative or Individual Representative, yet have not
             submitted their vote in eASY.KSEI until the specified time limit.
          d) Proxy from the Shareholders who            have granted power of attorney to
             participant/intermediary (Custodian Bank or Securities Company) and have
             submitted their vote in eASY.KSEI until the specified allocated time.
     2) For Shareholders who have granted an attendance declaration or proxy to the
        Independent Representative or Individual Representative and have submitted
        their vote for the Meeting agenda in eASY.KSEI until the specified time limit, such
        Shareholder/the Proxy       is not required to register attendance          electronically in
        eASY.KSEI.
     3) Any delay or failure in the electronic registration process for any reason will cause
        the Shareholders or their Proxy are unable to attend the Meeting electronically,
        and their share ownership will not be calculated as the attendance quorum.
     4) Guidelines for registration, use and explanation concerning eASY.KSEI and AKSes
        KSEI are available on https://easy.ksei.co.id and/or        https://akses.ksei.co.id.
d. Exempted from previous provision, Shareholders with the                    scripted shares      may
   attend the Meeting physically.
e. The Chair of the Meeting, the Board of Directors and the Board of Commissioners, as
   well as the capital market supporting professionals assisting in the implementation of
   the Meeting, shall attend the Meeting at the Company’s Head Office.
f.   The Company does not provide food, beverages, or souvenirs during the Meeting.
g. Further explanation regarding       to the agendas of the Meeting is available in the
   Materials of Meeting from the date of this Invitation to the day of the Meeting which
   may be downloaded on the Company’s website pursuant to Article 18 paragraph (1)
   and paragraph (4) of POJK RUPS.



                                  Jakarta, March 13 , 202 6
                         PT Bank Rakyat Indonesia (Persero) Tbk
                                     Board of Directors




                                                                                                        6