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20230828_BBNI_Pemanggilan RUPS_31394250_lamp3.pdf
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INVITATION
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT BANK NEGARA INDONESIA (PERSERO) Tbk
The Board of Directors of PT Bank Negara Indonesia (Persero) Tbk (“the Company”) hereby
invites the Company’s Shareholders to attend the Extraordinary General Meeting of Shareholders
Year 2023 (“the Meeting”) which shall be held on:
Date, date : Tuesday, September 19th, 2023
Time : 2.00 p.m. up to end (closing)
Place : Ballroom – BNI Tower 6th Floor
Jalan Pejompongan Raya Number 7, Bendungan Hilir, Central Jakarta
The Meeting will held with the following items on the Agenda:
1. Approval for the Stock Split plan and amendments to Article 4 of the Company's Articles
of Association concerning the Company's Capital
Explanation:
- Considering the provisions of Article 5 and Article 3 of the Financial Services Authority
Regulation (hereinafter referred to as "OJK") No. 15/POJK.04/2022 concerning Share
Splitting and Merging of Shares by Public Companies, it is stipulated that a Public
Company that conducts a Share Split must first obtain the Approval of the General Meeting
of Shareholders (hereinafter referred to as "GMS"). In the event that a Public Company is
listed on the Stock Exchange, the Public Company must obtain in-principle approval for
the Share Split plan from the Stock Exchange where the Public Company's shares are
listed. The Company has obtained in-principle approval for the Company's Share Split plan
from the Indonesia Stock Exchange through Letter No. S-06132/BEI.PP3/07-2023 dated
July 26, 2023, and the Company has announced Information Disclosure to the Public
regarding the Stock Split plan on the same day as the Announcement of the Meeting,
namely on August 11, 2023, through the PT Bursa Efek Indonesia website and the website
Company.
- Considering the provisions of Article 19 of the Law on Limited Liability Companies as
amended in part by Government Regulation instead of Law Number 2 of 2022 concerning
Job Creation as well as Article 4 paragraph (2), Article 28, Article 25 paragraph (5), and
Article 5 paragraph (4) letter c.1.1 of the Company's Articles of Association stipulate that
Amendments to the Articles of Association are determined by the GMS. In connection with
the Company's Stock Split plan, it is necessary to amend Article 4, paragraph (2) of the
Company's Articles of Association concerning Capital. The Agenda to amend the Articles
of Association shall be attended by the Series A Dwiwarna Shareholders and other
shareholders and/or their legal representatives who jointly represent at least 2/3 (two-
thirds) of the total shares with valid voting rights. Valid, and the resolution must be
approved by the Series A Dwiwarna shareholder and other shareholders and/or their legal
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representatives who represent more than 2/3 (two-thirds) of the total number of shares
with voting rights present at the GMS.
- Considering the provisions Article 5 paragraph (4) letter c.3 of the Company's Articles of
Association, the basis for the proposed Agenda of the Meeting is the Letter of the Minister
of State-Owned Enterprises of the Republic of Indonesia as the Holder of Series A
Dwiwarna Share No. SR-432/MBU/08/2023 dated August 18, 2023, regarding Approval of
the Agenda for the 2023 Extraordinary General Meeting of Shareholders (GMS) of PT
Bank Negara Indonesia (Persero) Tbk (hereinafter referred to as “SOE Ministerial Letter
Number 432”).
2. Change to the Composition of the Company's Management
Explanation:
- Considering Article 5 paragraph (4) letters c.2 and c.3 of the Company's Articles of
Association, the basis for the proposed Meeting Agenda is the Letter of the Minister of
BUMN Number 432.
- Considering Article 11 paragraph (10), Article 14 paragraph (12), and Article 25 paragraph
(4) of the Company's Articles of Association, which stipulates that members of the Board
of Directors and/or Board of Commissioners are appointed and dismissed by a GMS
attended by Series A Dwiwarna Shareholders and other shareholders and/or their legal
representatives who jointly represent more than 1/2 (one half) of the total number of shares
with valid voting rights and decisions approved by the Series A Dwiwarna Shareholders
and other shareholders and/or their legal representatives who together represent more
than 1/2 (one half) of the total shares with voting rights present at the GMS.
Notes:
1. The Company does not send separate invitations to Shareholders, because this Invitation shall
constitute an official invitation.
2. The Shareholders who are entitled to attend the Meeting are the Shareholders of the Company
whose names are included and registered in the Company’s Register of Shareholders as of
Friday, August 25, 2023 up to 4.00 p.m.
3. Considering OJK Regulation Number 16/POJK.04/2020 regarding Public Company Electronic
GMS, and Regulation of Indonesia Central Securities Depository (“KSEI”) XI-B of 2022
regarding the Procedure for the Convening of Electronic General Meetings of Shareholders
Supplemented by the Casting of Votes through Electronic General Meeting System of KSEI
(“eASY.KSEI”):
a. The Company urges Shareholders to attend the Meeting electronically by providing power
of attorney electronically through the eASY.KSEI facility via the https://access.ksei.co.id
website or by granting written authorization to an Independent Party. Forms of Power of
Attorney to Independent Parties can be accessed through the Company's website. The
Power of Attorney filled in completely is submitted to the Company's Securities
Administration Bureau (BAE), namely PT Datindo Entrycom.
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b. Shareholders who are entitled to attend the Meeting can use eASY.KSEI to authorize
and/or exercise their voting rights in accordance with the mechanism determined by the
eASY.KSEI Provider while considering the provisions of laws and regulations.
4. If the Shareholders/their legal representatives intend to attend the Meeting physically, please
be guided by the provisions that the Shareholders or their proxies who will attend the Meeting
are asked to submit a photocopy of KTP or other valid identification to the registrar before
entering the Meeting room. For Shareholders in the form of Legal Entities to bring a photocopy
of the latest Articles of Association and the latest deed of appointment of members of the
Board of Directors and Board of Commissioners or management. Especially for Shareholders
in KSEI Collective Custody are asked to submit a Written Confirmation for the GMS ("KTUR")
to the registration officer before entering the Meeting room. In the event that a Shareholder is
unable to show a KTUR, then a Shareholder may still attend the Meeting as long as their name
is recorded in the Register of Shareholders and brings an identity that can be verified in
accordance with applicable regulations.
5. The Company has the right to determine the number of Shareholders or proxies of
shareholders who are physically present.
6. Materials related to the agenda of the Meeting are available. They can be obtained on the
Company's website and at the office of the Company's headquarters during the Company's
working hours since August 21th, 2023. In addition, copies of physical documents can be
requested in writing by the Company's Shareholders until September 19th, 2023.
7. To make things easier arrangements and for the sake of an orderly Meeting, Shareholders or
their proxies are asked to be at the Meeting venue at 1.00 p.m.
Jakarta, August 28th, 2023
PT Bank Negara Indonesia (Persero) Tbk
Board of Directors
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