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PT BANK CENTRAL ASIA Tbk
ANNOUNCEMENT
SUMMARY OF MINUTES OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT Bank Central Asia Tbk (the “Company”), domiciled in Central Jakarta, hereby announces that the
Company has held its Annual General Meeting of Shareholders (the “Meeting”), with the summary of
the minutes of the Meeting as follows:
Day/ Date : Thursday, 12 March 2026
Venue : Menara BCA Grand Indonesia
Jalan M.H. Thamrin No.1
Jakarta 10310
Time : 14.18 until 16.26 WIB (Western Indonesia Time)
Mechanism : The General Meeting of Shareholders was conducted both physically and
electronically via an application provided by PT Kustodian Sentral Efek
Indonesia (“KSEI”), namely the Electronic General Meeting System KSEI
(“eASY.KSEI”).
Agenda : 1. Approval of the Annual Report, including the Company’s Financial
Statements and the Board of Commissioners’ Report on its
Supervisory Duties for the financial year ended 31 December 2025
and grant of release and discharge of liability (acquit et decharge) to
members of the Board of Directors for their management actions and
to members of the Board of Commissioners of the Company for their
supervisory actions during the financial year ended 31 December
2025;
2. Appropriation of the Company's Net Profit for the financial year ended
31 December 2025;
3. Determination of the amount of salary or honorarium and benefits for
the financial year 2026, as well as bonus (tantieme) for the financial
year 2025, payable to members of the Board of Directors and the
Board of Commissioners of the Company;
4. Appointment of the Registered Public Accounting Firm (including the
Registered Public Accountant affiliated with the appointed Registered
Public Accounting Firm) to audit/examine the Company’s books and
accounts for the financial year ended 31 December 2026;
5. Approval of the Plan to Repurchase Shares Issued by the Company
(Buyback).
6. Amendment of the Company’s Articles of Association.
7. Confirmation of the expiration of the term of office and the
appointment of members of the Board of Commissioners and the
Board of Directors of the Company.
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Attendance of the Company’s Board of Commissioners and Board of Directors
All members of the Company’s Board of Commissioners and Board of Directors attended the
Meeting, namely:
Board of Commissioners
President Commissioner : Jahja Setiaatmadja
Commissioner : Tonny Kusnadi
Independent Commissioner : Cyrillus Harinowo
Independent Commissioner : Dr. Ir. Raden Pardede
Independent Commissioner : Sumantri Slamet
Board of Directors
President Director : Gregory Hendra Lembong
Deputy President Director : Armand Wahyudi Hartono
Deputy President Director : John Kosasih
Director : Tan Ho Hien/Subur a.k.a Subur Tan
Director : Rudy Susanto
Director (concurrently serving as : Lianawaty Suwono
Director in charge of the Compliance
function)
Director : Santoso
Director : Vera Eve Lim
Director : Haryanto Tiara Budiman
Director : Frengky Chandra Kusuma
Director : Antonius Widodo Mulyono
Director : Hendra Tanumihardja
Chairperson of the Meeting
The Meeting was chaired by Mr. Jahja Setiaatmadja as the President Commissioner of the
Company
Attendance of Shareholders
The Meeting was attended by the shareholders and the shareholders’ proxies representing
107,595,817,698 (one hundred seven billion five hundred ninety-five million eight hundred
seventeen thousand six hundred ninety-eight) shares, or 87.5944% of the total
122,834,079,112 (one hundred twenty-two billion eight hundred thirty-four million seventy-nine
thousand one hundred twelve) shares, being the total outstanding shares of the Company (after
deducting the number of shares repurchased by the Company/treasury stock and BCA
Employee Share Allocation Program).
Questions and/or Opinions
First Agenda Item:
There were questions from 5 (five) shareholders.
Second Agenda Item:
There were questions from 1 (one) shareholders.
Third Agenda Item:
No shareholders or shareholders’ proxies raised any questions and/or expressed opinions.
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Fourth Agenda Item:
No shareholders or shareholders’ proxies raised any questions and/or expressed opinions.
Fifth Agenda Item:
There were questions from 2 (two) shareholders.
Sixth Agenda Item:
No shareholders or shareholders’ proxies raised any questions and/or expressed opinions.
Seventh Agenda Item:
No shareholders or shareholders’ proxies raised any questions and/or expressed opinions.
Mechanism for Adopting Resolutions
The vote count was conducted according to the provisions of Law Number 40 of 2007 on Limited
Liability Companies, Regulation of the Financial Services Authority Number 15/POJK.04/2020
on the Planning and Conduct of General Meetings of Shareholders of Public Limited Companies
(“OJK REG 15/2020”) and Regulation of the Financial Services Authority No. 14 of 2025 on the
Conduct of Electronic General Meetings of Shareholders, General Meeting of Bondholders, and
General Meeting of Sukuk-holders (“OJK REG 14/2025”), and the Company's Articles of
Association, as outlined below:
1. The Meeting resolutions shall be adopted based on deliberation for consensus;
2. If the Meeting fails to adopt a resolution by deliberation for consensus, the resolution will be
adopted by voting. The shareholders or shareholders’ proxies have the right to cast a vote
of AGREE, DISAGREE, or ABSTAIN for each Meeting agenda item of the Company;
3. A resolution on a proposal put forward at the Meeting shall be valid if approved:
a. by more than ½ (one-half) of the total votes present and/or represented at the Meeting,
for the first agenda item through the fourth agenda item as well as the seventh agenda
item of the Meeting;
b. by more than ⅔ (two-thirds) of the total votes present and/or represented at the Meeting,
for the fifth and sixth agenda items of the Meeting;
4. Under the provisions of Article 47 of OJK REG 15/2020, shareholders that ABSTAIN shall
be deemed to cast the same vote as the majority vote cast by the shareholders at the
Meeting;
5. Shareholders or their proxies that attend the Meeting electronically shall cast their votes
through the E-Meeting Hall screen on the eASY.KSEI application;
6. If shareholders or shareholders’ proxies that electronically attend the Meeting fail to cast a
vote until the Meeting status displayed in the 'General Meeting Flow Text' column changes
to "Voting for agenda item no [ ] has ended", they will be deemed to cast a vote of ABSTAIN
on the relevant agenda item;
7. Shareholders that have cast their votes before the Meeting starts through the eASY.KSEI
application and shareholders or their proxies that have registered through the eASY.KSEI
application on the date of the Meeting shall be deemed to have validly attended the Meeting
even if they do not follow the Meeting until the end for any reason;
8. If shareholders or their proxies attending physically cast a vote of DISAGREE or ABSTAIN
on a proposal, the Chairperson of the Meeting will ask them to raise their hands and submit
their ballots to the Meeting helpers. However, for shareholders’ proxies attending physically
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with a power of attorney that includes pre-cast votes via the eASY.KSEI application, the
vote counted will be the one submitted through eASY.KSEI, and therefore such
shareholders or their proxies do not need to raise their hands or submit ballots to the
Meeting helpers;
9. If shareholders or their proxies attending physically do not raise their hands to submit a
ballot containing a vote of DISAGREE or ABSTAIN on a proposal shall be deemed to have
approved the relevant proposal without the Chairperson of the Meeting having to ask each
of the shareholders or the shareholders’ proxies to raise their hands to indicate agreement;
10. In addition, the votes cast by shareholders or their proxies, whether physically or
electronically, will be counted by PT Raya Saham Registra as the Company's Securities
Administration Bureau and subsequently verified by a Notary as an independent public
official.
Adopted Resolutions
The resolutions adopted in the Meeting are as outlined in the "Notarial Minutes of General
Meeting of Shareholders of PT Bank Central Asia Tbk" Number 148, dated 12 March 2026,
drawn up by Christina Dwi Utami, SH, M.Hum, M.Kn, a Notary of West Jakarta, as summarized
below:
First Agenda Item:
During the discussion of the First Agenda Item, there were questions from 5 (five) shareholders,
and the voting outcome is as follows:
Agenda Agree Disagree Abstain
First Item 106,596,397,750 274,485,408 724,934,540
(99.071%) (0.255%) (0.674%)
Therefore, the Meeting resolved as follows:
I. Approving the Annual Report, including:
1. the Financial Statements, which include the Company’s Balance Sheet and Profit or
Loss Statement for the financial year ended 31 December 2025, audited by the Public
Accounting Firm of Rintis, Jumadi, Rianto & Rekan, a member firm of the PwC global
network (hereinafter referred to as "PwC Indonesia"), as evident from its report
Number 00015/2.1457/AU.1/07/0230-1/1/I/2026 dated 26 January 2026 with
unmodified opinion, as contained in the 2025 Annual Report; and
2. the Board of Commissioners’ Report on its Supervisory Duties, for the financial year
ended 31 December 2025, as contained in the 2025 Annual Report;
II. Granting release and discharge of liability (acquit et decharge) to all members of the Board
of Directors for their management actions and to the Board of Commissioners of the
Company for their supervisory actions during the financial year ended 31 December 2025,
to the extent that such actions were reflected in the Company’s Annual Report and Financial
Statements for the financial year ended 31 December 2025 and the relevant supporting
documents thereof.
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Second Agenda Item:
During the discussion of the Second Agenda Item, there were questions from 1 (one)
shareholders, and the voting outcome is as follows:
Agenda Agree Disagree Abstain
Second 104,013,144,220 2,984,647,943 598,025,535
Item (96.670%) (2.774%) (0.556%)
Therefore, the Meeting resolved as follows:
I. Determining the appropriation of the Company’s net profit for the financial year ended 31
December 2025, which is in line with the Balance Sheet and Profit or Loss Statement of
the Company audited by PwC Indonesia, totaling Rp57,537,287,243,071 (fifty-seven
trillion five hundred thirty-seven billion two hundred eighty-seven million two hundred forty-
three thousand seventy-one rupiah) ("Net Profit for 2025"), as follows:
1. An amount of Rp336.00 (three hundred thirty-six rupiah) per share will be distributed
as cash dividends for the financial year ended 31 December 2025 to the shareholders
entitled to receive cash dividends; this amount includes the interim dividend of
Rp55.00 (fifty-five rupiah) per share, which was paid by the Company on 22 December
2025, leaving a remainder of Rp281.00 (two hundred eighty-one rupiah) per share.
As regards such dividend payment, the following terms and conditions shall apply:
(i) the shares that have been repurchased by the Company shall not be entitled to
receive dividends, in accordance with the provisions of Article 40 paragraph (2)
of Law Number 40 of 2007 on Limited Liability Companies.
(ii) the remaining dividend for the financial year 2025 will be paid out to each share
issued by the Company (excluding shares that have been repurchased by the
Company) as recorded in the Company’s Register of Shareholders as at the
record date, which will be determined by the Board of Directors, therefore the
total amount of dividends to be paid will be determined on the record date;
(iii) tax deduction for the payment of the remaining dividends for the financial year
2025 (if required) shall be made in accordance with applicable tax regulations;
(iv) the Board of Directors is granted the power and authority to determine matters
concerning the payment of the remaining dividend for the financial year 2025,
including (but not limited to):
(aa) stipulating the record date as referred to in point (i) to determine the
shareholders of the Company eligible to receive payments of the
remaining dividends for the financial year 2025; and
(bb) stipulating the date of payment of the remaining dividends for the financial
year 2025 and any other technical matters with due observance of
regulations of PT Bursa Efek Indonesia, where the Company’s shares are
listed;
2. The remaining Net Profit for 2025 that has not been appropriated for any specific
purpose will be designated as retained earnings.
II. Stating that the grant of power and authority under point I number 1 of this resolution will
be effective as of the time the proposal submitted under this agenda item is approved by
the Meeting.
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Third Agenda Item:
During the discussion of the Third Agenda Item, no shareholders or shareholders’ proxies raised
any questions, and the voting outcome is as follows:
Agenda Agree Disagree Abstain
Third Item 101,494,114,581 5,489,633,634 612,069,483
(94.329%) (5.102%) (0.569%)
Therefore, the Meeting resolved as follows:
I. Granting power and authority to the Board of Commissioners of the Company to determine
the type and/or amount of salary, allowances, and/or benefits for members of the Board of
Directors serving in and during the financial year 2026 until the end of their term of office,
with due regard to recommendations from the Remuneration and Nomination Committee;
II. Granting power and authority to PT DWIMURIA INVESTAMA ANDALAN, as the current
majority shareholder in the Company, to determine the type and/or amount of honorarium,
allowances, benefits, and/or other compensation for members of the Board of
Commissioners serving in and during the financial year 2026 until the end of their term of
office, with due regard to recommendations from the Board of Commissioners, with due
regard to recommendations from the Remuneration and Nomination Committee;
III. Granting power and authority to PT DWIMURIA INVESTAMA ANDALAN, as the current
majority shareholder in the Company, to determine the amount of bonuses and their
distribution to each member of the Board of Directors and Board of Commissioners serving
in and during the financial year 2025, including all matters related to the payment of such
bonuses, taking into account the performance of the members of the Board of Directors and
Board of Commissioners serving in and during the financial year 2025, with the total bonus
amount as proposed by the Board of Commissioners, with due regard to recommendations
from the Remuneration and Nomination Committee.
IV. Stating that the grant of power and authority under points I, II, and III of this resolution will
be effective as of the time the proposal submitted under this agenda item is approved by
the Meeting.
Fourth Agenda Item:
During the discussion of the Fourth Agenda Item, no shareholders or shareholders’ proxies raised
any questions, and the voting outcome is as follows:
Agenda Agree Disagree Abstain
Fourth Item 106,938,715,001 58,890,965 598,211,732
(99.389%) (0.055%) (0.556%)
Therefore, the Meeting resolved as follows:
I. Appointing PwC Indonesia as a Public Accounting Firm Registered with the Financial
Services Authority to audit or examine the books and records of the Company for the
financial year ended 31 December 2026.
II. Appointing Mr. Eddy Rintis, a Public Accountant affiliated with PwC Indonesia and
registered with the Financial Services Authority, to audit or examine the books and records
of the Company for the financial year ended 31 December 2026.
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III. Granting power and authority to the Board of Commissioners to:
1. Appoint a substitute Public Accounting Firm if PwC Indonesia, for any reason, is
unable to complete the audit or examination of the Company’s books and records for
the financial year ended 31 December 2026;
2. Appoint a substitute Public Accountant registered with the Financial Services Authority
if Mr. Eddy Rintis, for any reason, is unable to complete the audit or examination of
the Company’s books and records for the financial year ended 31 December 2026;
3. Take any necessary actions related to the appointment and/or substitution of the
Public Accounting Firm and/or Public Accountant Registered with the Financial
Services Authority, including but not limited to determining the amount of the
honorarium and other terms related to such appointments;
with due regard to recommendations from the Audit Committee and applicable laws and
regulations
II. Stating that the grant of power and authority under point III of this resolution will be
effective as of the time the proposal submitted under this agenda item is approved by the
Meeting.
Fifth Agenda Item:
During the discussion of the Fifth Agenda Item, there were questions from 2 (two) shareholders,
and the voting outcome is as follows:
Agenda Agree Disagree Abstain
Fifth Item 106,900,092,299 83,701,229 612,024,170
(99.353%) (0.078%) (0.569%)
Therefore, the Meeting resolved as follows:
I. Approving the buyback of shares that have been issued by the Company in a maximum
amount of Rp5,000,000,000,000 (five trillion rupiah), including securities broker fees and
other costs associated with such share buyback, subject to the terms and conditions and
procedures for the share buyback as announced in the Information Disclosure document
made by the Company through the website of PT Bursa Efek Indonesia and the Company’s
website on 28 January 2026, and with due observance of the prevailing laws and
regulations.
II. Granting power and authority to the Board of Directors of the Company to take the necessary
actions in connection with the share buyback of the Company in accordance with the
prevailing laws and regulations, including but not limited to determining the buyback price
of the shares issued by the Company.
III. Stating that the grant of power and authority under point II of this resolution will be effective
as of the time the proposal submitted under this agenda item is approved by the Meeting.
Sixth Agenda Item:
During the discussion of the Sixth Agenda Item, no shareholders or shareholders’ proxies raised
any questions, and the voting outcome is as follows:
Agenda Agree Disagree Abstain
Sixth Item 106,995,528,076 770,500 599,519,122
(99.442%) (0.001%) (0.557%)
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Therefore, the Meeting resolved as follows:
I. Approving the amendment of certain provisions of the Company’s Articles of Association as
contained in the proposed amendment to the Articles of Association, the highlights of which
have been explained at the Meeting, as well as restating all other provisions of the Company’s
Articles of Association that are not amended and/or deleted as set out in the deeds of
amendment to the Company’s Articles of Association published in the Official Gazette (Berita
Negara) of the Republic of Indonesia number 81 dated 08-10-2021 (the eighth day of October
two thousand twenty-one), Supplement Number 31220 and Supplement Number 31219.
II. Granting power and authority to the Board of Directors of the Company with the right of
substitution, to take any and all actions deemed necessary in relation to the above resolution
on the amendment of the Company’s Articles of Association, including, without limitation,
restating/incorporating such resolution in deeds made before a Notary, either in part or in
whole, amending and/or rewriting all provisions in the Company’s Articles of Association
including making adjustments to the wording of each article and references to any article, to
the extent necessary, as well as submitting an application for approval and/or notifying the
amendment to the Company’s Articles of Association to the competent authority, without
exception.
III. Stating that the grant of power and authority under point II of this resolution will be effective
as of the time the proposal submitted under this agenda item is approved by the Meeting.
Seventh Agenda Item:
During the discussion of the Seventh Agenda Item, no shareholders or shareholders’ proxies
raised any questions, and the voting outcome is as follows:
Agenda Agree Disagree Abstain
Seventh 100,363,430,760 6,624,107,516 608,279,422
Item (93.278%) (6.156%) (0.565%)
Therefore, the Meeting resolved as follows:
I. Confirming that the term of office of the members of the Board of Commissioners and the
Board of Directors ends as of the close of this Meeting, and further granting a release and
discharge of liability (acquit et decharge) to all members of the Board of Commissioners of
the Company for their actions related to the supervision of the Company and the Board of
Directors for their actions related to the management of the Company during their respective
terms of office, to the extent that such actions were reflected in the Company’s books and
records.
II. Reappointing the members of the Company’s Board of Commissioners and Board of
Directors with the following composition:
Board of Commissioners
President Commissioner : Mr. JAHJA SETIAATMADJA
Commissioner : Mr. TONNY KUSNADI
Independent Commissioner : Mr. Dr. Ir. RADEN PARDEDE
Independent Commissioner : Mr. SUMANTRI SLAMET
Board of Directors
President Director : Mr. GREGORY HENDRA LEMBONG
Deputy President Director : Mr. ARMAND WAHYUDI HARTONO
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Deputy President Director Mr. JOHN KOSASIH
Director : Mr. TAN HO HIEN/SUBUR a.k.a SUBUR TAN
Director (concurrently serving as : Mrs. LIANAWATY SUWONO
Director in charge of the
Compliance function)
Director : Mr. SANTOSO
Director : Miss VERA EVE LIM
Director : Mr. HARYANTO TIARA BUDIMAN
Director : Mr. FRENGKY CHANDRA KUSUMA
Director : Mr. ANTONIUS WIDODO MULYONO
Director : Mr. HENDRA TANUMIHARDJA
with a term of office until the close of the Annual General Meeting of Shareholders of the
Company to be held in 2029, without prejudice to the right of the Annual General Meeting
of Shareholders of the Company to dismiss the members of the Board of Commissioners
and Board of Directors at any time.
III. Expressing deepest gratitude and appreciation to CYRILLUS HARINOWO for his services
and contributions during his term of office as an Independent Commissioner of the
Company.
IV. Expressing deepest gratitude and appreciation to RUDY SUSANTO for his services and
contributions during his term of office as a Director of the Company.
V. Appointing DAVID FORMULA as a Director of the Company, who has passed the Fit and
Proper Test, as evident in Decision of Members of the Board of Commissioners of the
Financial Services Authority No. KEPR-11/D.03/2026 dated 13 February 2026 on the Result
of the Fit and Proper Test of Mr. David Formula as the Candidate for the Director of
Information Technology of PT Bank Central Asia Tbk, with a term of office until the close of
the Annual General Meeting of Shareholders of the Company to be held in 2029.
VI. Confirming that the composition of the members of the Board of Commissioners and the
Board of Directors of the Company after the close of the Meeting is as follows:
Board of Commissioners
President Commissioner : Mr. JAHJA SETIAATMADJA
Commissioner : Mr. TONNY KUSNADI
Independent Commissioner : Mr. Dr. Ir. RADEN PARDEDE
Independent Commissioner : Mr. SUMANTRI SLAMET
Board of Directors
President Director : Mr. GREGORY HENDRA LEMBONG
Deputy President Director : Mr. ARMAND WAHYUDI HARTONO
Deputy President Director : Mr. JOHN KOSASIH
Director : Mr. TAN HO HIEN/SUBUR a.k.a SUBUR TAN
Director (concurrently serving as : Mrs. LIANAWATY SUWONO
Director in charge of the
Compliance function)
Director : Mr. SANTOSO
Director : Miss VERA EVE LIM
Director : Mr. HARYANTO TIARA BUDIMAN
Director : Mr. FRENGKY CHANDRA KUSUMA
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Director : Mr. ANTONIUS WIDODO MULYONO
Director : Mr. HENDRA TANUMIHARDJA
Director : Mr. DAVID FORMULA
with a term of office until the close of the Annual General Meeting of Shareholders of the
Company to be held in 2029, without prejudice to the right of the Annual General Meeting
of Shareholders of the Company to dismiss the members of the Board of Commissioners
and Board of Directors at any time.
VII. Granting authority to the Board of Commissioners of the Company to determine the
distribution of duties and authorities among the members of the Board of Directors of the
Company in accordance with the provisions of Article 12 paragraph 9 of the Company's
Articles of Association;
VIII. Granting power and authority to the Board of Directors of the Company, with the right of
substitution, to formalize the resolution on the composition of the Board of Commissioners
and Board Directors as outlined above in deeds made before a Notary, and further file any
necessary notice with the competent authority, as well as taking any and all necessary actions
in respect of such resolution in accordance with applicable laws and regulations;
IX. Stating that the grant of power and authority under points VII and VIII of this resolution will be
effective as of the time the proposal submitted under this agenda item is approved by the
Meeting.
Jakarta, 12 March 2026
PT BANK CENTRAL ASIA Tbk
BOARD OF DIRECTORS
Uploaded to www.bca.co.id on Friday, 13 March 2026
Names mentioned 30 people and organisations named in the text · linked when the evidence is strong
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H. Thamrin
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PT Kustodian Sentral Efek Indonesia
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Dr. Ir. Raden Pardede Independent
p.2 ×7
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Financial Services Authority
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PT Raya Saham Registra
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Christina Dwi Utami
· Notaris
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Rianto & Rekan
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PT DWIMURIA INVESTAMA ANDALAN
p.6 ×2
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Eddy Rintis
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TONNY KUSNADI Independent
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GREGORY HENDRA LEMBONG Deputy
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ARMAND WAHYUDI HARTONO Deputy
p.9 ×4
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