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20230725_BNLI_Pemanggilan RUPS_31354040_lamp1.pdf
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INVITATION FOR THE EXTRAORDINARY GENERAL MEETING OF
SHAREHOLDERS PT BANK PERMATA Tbk
The Board of Directors of PT Bank Permata Tbk (the “Company”) hereby invites the
shareholders to attend the Extraordinary General Meeting of Shareholders (“Meeting”) of the
Company which will be held on:
Day/Date : Wednesday, 23 August 2023
Time : 14.00 Western Indonesian Time – finished
Venue : World Trade Center II (WTC II) 21st floor
Jl. Jend. Sudirman Kav. 29-31, Jakarta 12920
Meeting Agenda:
The changes in the Management of the Company.
Agenda Explanation:
1. The Company has received the resignation letter from Mr. Darwin Wibowo, Director of
the Company through his letter on 5 June 2023. In accordance with Article 8 paragraph
(3) OJK Regulation number 33/POJK.04/2014 regarding the Board of Directors and
Board of Commissioners Issuer or Public Company (“POJK 33/2014”), the Company
must convene a General Meeting of Shareholders (“GMS”) to decide the resignation of
the said member of the Board of Directors at the latest 90 days after the resignation letter
received by the Company.
2. In accordance with the recommendation from the Remuneration and Nomination
Committee of the Company, we propose to appoint Mr. Riswinandi as the Independent
Commissioner of the Company to replace Mr. Rahmat Waluyanto who passed away on
10 April 2023.
3. Furthermore, in accordance with the recommendation from the Remuneration and
Nomination Committee of the Company, we also propose to appoint Mr. Rudy Basyir
Ahmad as Director of the Company.
4. In accordance with Article 20 paragraph (3) Articles of Association of the Company and
Article 23 and Article 3 POJK 33/2014, a member of the Board of Commissioners is
appointed by the GMS. Also, in accordance with Article 17 paragraph (2) Articles of
Association of the Company and Article 3 POJK 33/2014, a member of the Board of
Directors is appointed by the GMS.
5. The summary of the resume of Mr. Riswinandi who nominated as the Independent
Commissioner of the Company and Mr. Rudy Basyir Ahmad who nominated as the
Director of the Company can be viewed on the Company’s website from the link
https://www.permatabank.com/en/tentang-kami/hubungan-investor#!/General-Meeting-
of-Shareholders.
General Requirements:
1. This invitation has complied with the provisions of Article 14 paragraph (6) of the
Company's Articles of Association and Article 17 as well as Article 52 paragraph (1) of the
OJK Regulation Number 15/POJK.04/2020 regarding Planning and Convening of the
General Meeting of Shareholders of Public Companies (“POJK 15/2020”), thus the
Company will not send separate invitation letters to the shareholders and this invitation shall
be an official invitation for the shareholders of the Company.
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2. Shareholders who are entitled to attend or be represented at the Meeting are shareholders
or their legal proxies whose names are registered in the register of shareholders of the
Company and/or owners of the Company's shares in the securities sub-accounts in the
collective custody of Indonesia Central Securities Depository (“KSEI”) at the closing day of
shares trading on the Indonesia Stock Exchange on 24 July 2023.
3. The Company will convene the Meeting in hybrid which is physical and electronic using the
eASY.KSEI facility in accordance with the provisions of OJK Regulation Number
16/POJK.04/2020 regarding the Implementation of the Electronic General Meeting of
Shareholders of Public Companies (“POJK 16/2020”) and Article 11 paragraph (3) of the
Company’s Articles of Association. Therefore, shareholders can participate in the Meeting
by choosing one of the following mechanisms:
i. Attend the Meeting electronically through the eASY.KSEI application; or
ii. Attend the Meeting physically.
4. In accordance with the Article 27 of POJK 15/2020, the Company provides facilities of
conventional and electronic power of attorney for shareholders to attend and vote at the
Meeting. The Company urges shareholders to grant power of attorney with the following
mechanisms:
i. Local individual shareholders can provide power of attorney electronically (“e-
Proxy”) through the eASY.KSEI facility at the link https://akses.ksei.co.id, at the
latest Tuesday, 22 August 2023 at 12.00 Western Indonesian Time. For this
matter, the Company has provided an independent proxy (Independent
Representative) which is a representative from the Securities Administration
Bureau (“BAE”).
ii. Conventional power of attorney with due observance of the following provisions:
a) The power of attorney form can be downloaded through the
link https://www.permatabank.com/en/tentang-kami/hubungan-
investor#!/General-Meeting-of-Shareholders. The original signed power of
attorney must be received by the Company through the BAE having its
address at Gedung Plaza Sentral Lt.2 Jl. Jend Sudirman Kav. 47-48
Jakarta 12930, Ph. 021-2525666, Fax. 021-2525028 and the scanned
version of the power of attorney must be received by electronic mail:
rsrbae@registra.co.id, no later than 1 (one) working day before the Meeting,
namely on 22 August 2023 at 12.00 Western Indonesian Time, attached
a copy of the National Identity Card (“KTP”) or for shareholders in the
form of legal entities accompanied by evidence of authority to represent
legal entities in the form of Articles of Association and Deed showing the
authority to represent.
b) For shareholders who are domiciled outside the territory of the Republic of
Indonesia, the power of attorney must be made by a local Notary and legalized
by the Embassy of the Republic of Indonesia in the local area where the
shareholders are domiciled.
iii. Member of the Board of Directors, members of the Board of Commissioners, and
employees of the Company may act as a proxy of the shareholders at the Meeting,
but the votes they cast as proxies at the Meeting will not be counted in the
voting.
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5. For shareholders who choose to attend the meeting electronically through the
eASY.KSEI application as referred to in number 3. i, the following provisions will apply:
i. Shareholders can confirm his/her participation electronically and submit their choice
of voting through the eASY.KSEI application from the date of the Meeting invitation
until 22 August 2023 at 12.00 Western Indonesian Time (“Deadline of Attendance
Declaration”).
ii. The electronic registration process for participation in the Meeting is as follows:
a) For local individual type shareholders who have not provided a declaration
of the presence or provided an e-Proxy until the Deadline of Attendance
Declaration;
b) For local individual-type shareholders who have provided a declaration of
attendance but have not yet input their choice of the vote for the Meeting
agenda in the eASY.KSEI application until the Deadline for Attendance
Declaration;
c) For shareholders who have given the power of attorney to the proxy
provided by the Company (Independent Representative) or Individual
Representative, but have not yet input their choice of the vote for the
Meeting agenda until the Deadline of Attendance Declaration;
d) For Participants/Intermediaries (Custodian Banks or Securities
Companies) who have received power of attorney and choices of voting
for the Meeting agenda from the shareholders;
then it is mandatory to register the attendance in the eASY.KSEI application
on the date of the Meeting, 23 August 2023, until the closing of the electronic
registration of the Meeting by the Company.
iii. If the shareholders and/or their legal proxies do not register or late register
electronically as referred to in number 5, then they will be considered not present at
the Meeting and will not be counted as a quorum for the attendance of the Meeting.
6. For shareholders or their proxies who choose to physically attend the Meeting as referred to
in number 3. ii, the following provisions will apply:
i. In accordance with Article 8 paragraph (4) of POJK16/2020, the Company will limit
the number of shareholders or their proxies who will attend using the “first in first
served” method, adjusted with the capacity of the Meeting room. In the event
the capacity of the Meeting room has been fulfilled, the shareholders or their proxies
are encouraged to give power of attorney to an independent proxy appointed by the
Company so that the rights of the shareholders and their proxies at the Meeting can
still be fulfilled.
ii. It is mandatory to always comply with the health protocols while in the Meeting venue
as regulated in the Meeting Rules, which can be downloaded on the Company's
website (https://www.permatabank.com/en/tentang-kami/hubungan-
investor#!/General-Meeting-of-Shareholders) among others:
a) All shareholders or their proxies who choose to attend the Meeting in physical
must ensure they are in good health and don’t have any COVID-19 symptoms.
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b) All shareholders or their proxies must wear a medical mask in
accordance with the standards of the Ministry of Health of the Republic
of Indonesia during the Meeting and while at the Meeting venue.
c) Maintain a safe distance between other individuals (physical distancing).
The Company will provide safe distance seats for the attending
shareholders or their proxies.
d) Prohibit opening masks, drinking and eating, as well as chatting while in
the Meeting venue.
iii. Shareholders whose shares have not been registered in the custody of KSEI or
their legal proxies are required to show the original Collective Shares Certificate
or present a copy of it and the original ID card or other valid proof of identity and
for shareholders in the form of a legal entity accompanied by evidence of authority
to represent a legal entity in the form of Articles of Association and Deed
indicating the authority to represent.
iv. Shareholders whose shares have been registered in the collective custody of
KSEI or their legal proxies are required to submit a Written Confirmation for the
Meeting (“KTUR”) and are required to present their original ID or other valid proof
of identity and for shareholders in the form of a legal entity accompanied by
evidence of authority to represent a legal entity in the form of Articles of
Association and Deed indicating the authority to represent.
v. All of the above requirements must be presented to the Meeting registration
officers before entering the Meeting room.
vi. Shareholders or their proxies who will physically attend the Meeting are
encouraged to arrive at the Meeting venue no later than thirty minutes before the
Meeting.
7. Meeting Broadcasts via AKSes.KSEI:
i. Shareholders or their proxies who have been registered in the eASY.KSEI
application as referred to in number 5 may follow the Meeting using the Zoom
webinar which can be accessed in the AKSes.KSEI application
(https://akses.ksei.co.id/) via the sub-menu of “Tayangan RUPS”.
ii. Shareholders or their proxies who have been registered electronically in the
eASY.KSEI application but do not watch the Meeting broadcasts in Zoom
webinar format, their attendance is still valid and will be counted as a quorum for
the attendance of the Meeting.
iii. For shareholders or their proxies who attend the Meeting by only watching the
Meeting broadcasts in the format of a webinar, but not registered in the
attendance list on the eASY.KSEI application, then their attendance at the
Meeting is considered non-valid and will not be counted as a quorum for the
attendance of the Meeting.
8. All materials for the Meeting, including a complete explanation of the Meeting agenda
and the Meeting Rules, are available on the Company's website
(www.permatabank.com). The Company will not provide the Meeting materials in the
form of hard copies to the shareholders at the time of the Meeting.
9. Any enquiries related to the Meeting, can be submitted via electronic mail at
rups@permatabank.co.id.
10. If there are changes and/or additional information related to the procedures for
conducting the Meeting in connection with the latest conditions and developments that
have not been conveyed through this invitation, such changes and/or additional will be
announced on the Company's website (www.permatabank.com).
Jakarta, 25 July 2023
The Board of Directors of the Company
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