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20260309_BDMN_Pemanggilan RUPS_32052300_lamp2.pdf
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Page 1
IN VI TAT IO N TO
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
PT BANK DANAMON INDONESIA TBK
PT Bank Danamon Indonesia Tbk (the “Company“) hereby invites the Shareholders of the
Company to attend the Annual General Meeting of Shareholders (the “Meeting”) of the Company
which will be convened by physical and electronic (e-RUPS) through eASY.KSEI systems as
follows:
Day/Date : Tuesday, 31 March 2026
Time : 02:00 p.m. West Indonesia Time – onwards
Venue : Menara Bank Danamon, Auditorium, 23rd Floor,
Jl. HR. Rasuna Said, Blok C No. 10, Karet Setiabudi, Jakarta 12920
Agenda :
1. i. Approval of the Company’s Annual Report for Financial Year ended
on 31 December 2025.
ii. Approval of the Company's Consolidated Financial Statement for The
Financial Year ended on 31 December 2025.
iii. Approval of the Supervisory Report of the Company's Board of
Commissioners for the Financial Year ended on 31 December 2025.
iv. Approval to give acquit and discharge (“volledig acquit et décharge”)
to the Board of Directors and the Board of Commissioners as well as
Sharia Supervisory Board of the Company for their management and
supervision in the financial year ended on 31 December 2025.
2. Determination on the appropriation of the Company's profit for the
financial year ended on 31 December 2025.
3. Appointment of the Public Accountant and Public Accounting Firm for
financial year 2026.
4. i. Determination of the remuneration or honorarium, bonus/tantieme,
and other allowance for the Company’s Board of Commissioners
members and Sharia Supervisory Board members.
ii. Determination of the remuneration and allowance, bonus/tantieme,
and/or other benefits for the Company’s Board of Directors
members.
5. Approval of Changes in the Composition of the Company’s Management.
6. Approval of Amendments to the Company's Articles of Association.
PT Bank Danamon Indonesia Tbk berizin dan diawasi oleh Otoritas Jasa Keuangan dan Bank Indonesia serta merupakan peserta penjaminan LPS
Syarat dan ketentuan berlaku
Page 2
General Provisions:
1. This Meeting Invitation is the official invitation to the Company’s Shareholders. The Company
will not send a separate meeting invitation to the Shareholders. The Company also publishes
this Meeting Invitation through Indonesia Stock Exchange’s website, eASY.KSEI and
Company’s website.
2. Shareholders who are entitled to attend or to be represented in the Meeting are Shareholders
whose names are registered in the Shareholders Register of the Company on Friday, 6 March
2026 at 4:00 p.m. West Indonesia Time, whereas for Shareholders whose shares are in
collective custody of PT Kustodian Sentral Efek Indonesia ("KSEI"), shall be based on the
record of share account balance at the closing of Indonesia Stock Exchange trading session
on Friday, 6 March 2026.
3. Shareholders, whose shares are not yet on KSEI collective custody or with their eligible
representative, that plan to attend the Meeting, must show the original or submit the copy of
Collective Share Certificate and the copy of Identity Card (“ID”) to the Registration Officer
before entering into the Meeting room. For the Shareholders whose shares are in KSEI
collective custody or their eligible representative that plan to attend the Meeting, must show
the original of the Written Confirmation to Attend the Meeting ( Konfirmasi Tertulis Untuk
Rapat - “KTUR”) that can be obtained through Members of Bourse or Custodian Bank and
copy of ID.
4. Shareholders who are unable to attend or choose not to attend the Meeting may be
represented by their proxies, with the following terms:
a. Referring to the Financial Services Authority Regulation, the Company has provided an
alternative for shareholders to provide electronic proxy (e-Proxy) to an Independent Party
appointed by the Company to represent the Shareholders to attend and vote at the
Meeting through the platform of Electronic General Meeting System (“eASY.KSEI”)
provided by KSEI. The appointed Independent Party is the Company’s securities
administration bureau, PT Adimitra Jasa Korpora. In the event that power of attorney is
granted with e-Proxy, no legalization is required as mentioned in point d.
b. The representation shall be based on a legitimate power of attorney in a form acceptable
to the Board of Directors of the Company or in accordance with the standard form of
power of attorney that can be obtained during office hours at the Head Office of the
Company or can be directly downloaded through the Company’s website.
c. Members of the Board of Directors, Board of Commissioners and employees of the
Company may act as any Shareholders’ representative in the Meeting, provided that their
votes shall not be included in the total number of votes casted in the Meeting.
d. The Power of Attorney from the Shareholders domiciled overseas shall be legalized by
Notary and apostylized or legalized by an authorized official in the local country.
e. The completed Power of Attorney Form shall be submitted to the Company via Share
Administration Bureau, PT Adimitra Jasa Korpora (“AJK”) at Kirana Boutique Office, Jl.
Kirana Avenue III Blok F3 No.5 Kelapa Gading - Jakarta Utara 14250, Phone: +6221-
29745222, Fax. +6221-29289961, email: opr@adimitra-jk.co.id, no later than Monday, 30
March 2026 at 12:00 p.m. West Indonesia Time.
PT Bank Danamon Indonesia Tbk berizin dan diawasi oleh Otoritas Jasa Keuangan dan Bank Indonesia serta merupakan peserta penjaminan LPS
Syarat dan ketentuan berlaku
Page 3
5. The representative of Shareholders in the form of legal entity (“Corporate Shareholders”) is
required to submit that among others:
a. Copy of the existing and applicable Articles of Association of the Corporate Shareholders.
b. Copy of the documents with regard to the appointment of incumbent members of the
Board of Directors and the Board of Commissioners.
c. Copy of ID Card from the Attorney/Principal of the Power of Attorney (when authorized).
to the Company via AJK at the address as stated point 4.e above no later than Monday, 30
March 2026, at 12:00 p.m. West Indonesia Time.
6. Shareholders’ attendance mechanism via e-RUPS:
a. Shareholders who will attend the Meeting with e-RUPS and e-Voting modules in
eASY.KSEI application, must first be registered through https://akses.ksei.co.id 1 day prior
to the Meeting before 12:00 Western Indonesian Time.
b. Shareholders and the proxies will receive a notification email 1 day prior to the Meeting.
c. Shareholders and the proxies must have an account in the KSEI Securities Ownership
Reference facility (“AKSes KSEI”) in order to access the Meeting link.
d. Webinar link is accessible through AKSes Web and AKSes Mobile.
e. In the Meeting Day, the Shareholders who will attend the Meeting with e-RUPS and e-
Voting modules must first do self-registration electronically in eASY.KSEI through
https://akses.ksei.co.id.
7. The Company suggests the Shareholders to authorize the electronic proxy (e-Proxy) through
eASY.KSEI Application, with the following procedures:
a. Shareholders must first be registered in the KSEI Securities Ownership Reference facility
(“AKSes KSEI”). If the Shareholders have not been registered, please sign up by accessing
the AKSes KSEI website (https://akses.ksei.co.id/).
b. Shareholders who have been registered as KSEI AKSes users, may authorize their proxies
electronically (e-Proxy) through eASY.KSEI platform by logging in the eASY.KSEI
Application.
c. Shareholders may declare their proxies and votes, change the appointment of their proxy
and/or change the votes for agenda of the Meeting, as well as revoke the proxies, within
the period as of the date of this Invitation until 1 (one) working day before the date of the
Meeting or at the latest on Monday, 30 March 2026, at 12:00 Western Indonesian Time.
d. Guidelines for registration, usage and further explanation in regard to eASY.KSEI may be
accessed to the eASY.KSEI Application.
8. The Shareholders of the Company are advised to read in advance the Meeting’s Rules which
can be downloaded through the Company’s website and shall be distributed to the
Shareholders before they enter the Meeting room.
9. In order to facilitate the proper arrangement of the Meeting, the Shareholders or their
representatives are respectfully requested to present at the Meeting no later than 30 (thirty)
minutes before the meeting starts.
PT Bank Danamon Indonesia Tbk berizin dan diawasi oleh Otoritas Jasa Keuangan dan Bank Indonesia serta merupakan peserta penjaminan LPS
Syarat dan ketentuan berlaku
Page 4
Quorum of Attendance and Voting Tabulation
1. The Meeting shall be valid and can be conducted and pass binding decision if it is attended
by the Shareholders or the valid Shareholders proxies that represent at least 2/3 (two-thirds)
of the total shares issued by the Company with valid voting rights.
2. The Meeting decision must be taken based on the deliberation and consensus. In the event
that consensus decision cannot be reached, the decision shall be valid if it is approved by
more than 2/3 (two-thirds) of the total shares issued by the Company with valid voting rights
who are attended or represented in the Meeting.
The explanation of the Meeting agenda is available and can be accessed through the Company's
website www.danamon.co.id.
Materials of the Meeting are available at the Company’s Head Office on the date of the Invitation
of the Meeting and can be obtained by submitting a written request to the Company’s Corporate
Secretary or can be downloaded directly from the Company’s website.
PT Bank Danamon Indonesia Tbk berizin dan diawasi oleh Otoritas Jasa Keuangan dan Bank Indonesia serta merupakan peserta penjaminan LPS
Syarat dan ketentuan berlaku
Page 5
THE EXPLANATION OF
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
PT BANK DANAMON INDONESIA TBK
Agenda 1:
i. Approval of the Company’s Annual Report for financial year ended on 31 December
2025.
ii. Approval of the Company's Consolidated Financial Statement for the financial year
ended on 31 December 2025.
iii. Approval of the Supervisory Report of the Company's Board of Commissioners for the
financial year ended on 31 December 2025.
iv. Approval to give acquit and discharge (“volledig acquit et décharge”) to the Board of
Directors and the Board of Commissioners as well as Sharia Supervisory Board of the
Company for their management and supervision in the financial year ended on 31
December 2025.
Observing Article 18 and Article 20 of the Company's Articles of Association in conjunction with
Article 66, Article 67, Article 68, and Article 69 of the Law Number 40 of 2007 on the Limited
Liability Company (“Company Law”), to propose to the Meeting to:
i. approve the annual report for financial year ended on 31 December 2025.
ii. approve/validate the consolidated financial statements for financial year ended on 31
December 2025 which was audited by the Public Accountants Firm of Liana Ramon Xenia &
Rekan (a member firm of Deloitte Touche Tohmatsu Limited) as described in the
Independent Auditor’s Report dated 18 February 2026, Number
00014/2.1460/AU.1/07/0849-5/1/II/2026 with an unmodified opinion.
iii. approval the supervisory report of the Board of Commissioners of the Company for the
financial year ended on 31 December 2025.
iv. acquit and discharge (“volledig acquit et decharge”) to the Board of Directors and the
Board of Commissioners as well as Sharia Supervisory Board of the Company for their
management and supervision in the financial year ended on 31 December 2025, provided
that the management and supervision actions are reflected in the Company’s annual report
for the financial year ended on 31 December 2025.
The Company’s Consolidated Financial Statements as of 31 December 2025 has been submitted
to Financial Service Authority and Indonesian Stock Exchange and also available in the
Company’s website (www.danamon.co.id) on 19 February 2026. The Company’s Consolidated
Financial Statements also published in Bisnis Indonesia newspaper on 20 February 2026.
The Company’s Annual Report as of 31 December 2025 has been submitted to Financial Service
Authority and Indonesia Stock Exchange and also available in the Company’s website
(www.danamon.co.id) on 6 March 2026.
PT Bank Danamon Indonesia Tbk berizin dan diawasi oleh Otoritas Jasa Keuangan dan Bank Indonesia serta merupakan peserta penjaminan LPS
Syarat dan ketentuan berlaku
Page 6
Agenda 2:
Determination on the appropriation of the Company's profit for the financial year ended on 31
December 2025.
Observing Article 20 paragraph 2 (b) and Article 25 of the Company's Articles of Association in
conjunction with Article 70 and Article 71 of the Company Law, to propose to the Meeting to
approve the determination on the appropriation of the Company’s net profit for the financial
year ended on 31 December 2025 to be allocated as mandatory reserve fund, distributed as
dividend to Shareholders, and the remaining amount of the net profit which is not determined
shall be posted as retained earnings.
Agenda 3:
Appointment of the Public Accountant and Public Accounting Firm for financial year 2026.
Observing Article 20 paragraph 2 (c) of the Company's Articles of Association in conjunction
with Article 68 of the Company Law, Article 3 paragraph 1 of Indonesia Financial Services
Authority Regulation (“POJK”) Number 9 year 2023 regarding Use of Services of Public
Accountant and Public Accounting Firm in Financial Services Activities, to propose to the
Meeting to appoint Liana Lim as Public Accountant and Liana Ramon Xenia & Rekan (a member
firm of Deloitte Southeast Asia Limited) as the Public Accounting Firm, which is registered in the
Indonesia Financial Services Authority to audit the Company’s consolidated financial statement
for financial year 2026 and giving authorization to the Board of Commissioners to determine the
amount of the honorarium.
Agenda 4:
i. Determination of the remuneration or honorarium, bonus/tantieme, and other allowance
for the Company’s Board of Commissioners members and Sharia Supervisory Board
members.
ii. Determination of the remuneration and allowance, bonus/tantieme, and/or other
benefits for the Company’s Board of Directors members.
Observing Article 11 paragraph 6, Article 14 paragraph 8, and Article 20 paragraph 2 (e) of the
Company's Articles of Association in conjunction with Article 96 and Article 113 of the Company
Law, to propose to the Meeting to:
i. approve the total payment of bonus/tantieme of the Board of Commissioner, Sharia
Supervisory Board, and Directors for financial year 2025.
ii. approve the total amount of remuneration/honorarium and/or allowances or benefit of
the Board of Commissioner, Sharia Supervisory Board, and Directors for financial year
2026.
iii. approve the delegation of authority to the President Commissioner to determine portion
of bonus/tantieme for the financial year 2025 and remuneration /honorarium and/or
allowances or other benefit for the financial year 2026 for each member of the Board of
Commissioners based on the recommendation of Nomination and Remuneration
Committee and approve the delegation of authority to the Board of Commissioners to
determine portion of bonus/tantieme for the financial year 2025 and
PT Bank Danamon Indonesia Tbk berizin dan diawasi oleh Otoritas Jasa Keuangan dan Bank Indonesia serta merupakan peserta penjaminan LPS
Syarat dan ketentuan berlaku
Page 7
remuneration/honorarium and/or allowances for the financial year 2026 for each member
of the Sharia Supervisory Board and Directors based on the recommendation of
Nomination and Remuneration Committee.
Agenda 5:
Approval of Changes in the Composition of the Company’s Management.
Referring to Article 11 paragraph 2 and Article 14 paragraph 2 of the Company's Articles of
Association conjunction Financial Services Authority Regulations (POJK) Number
33/POJK.04/2014 regarding the Board of Directors and Board of Commissioners of the Public
Company and POJK Number 17 Year 2023 regarding Implementation of Good Corporate
Governance for Commercial Banks and Article 94 and 111 of the Company Law, Board of
Directors and Board of Commissioners of the Company are appointed and dismissed by the
General Meeting of Shareholders. The appointment is effective from the date specified in the
General Meeting of Shareholders in which they are appointed and ends at the closing of the 3 rd
AGMS after the date of their appointment.
In accordance with Article 17 paragraph 4 of the Articles of Association in conjunction with OJK
Regulation Number 2 of 2024 concerning the Implementation of Sharia Governance for Sharia
Commercial Banks and Sharia Business Units, the term of office of members of the Sharia
Supervisory Board shall be the same as the term of office of members of the Board of
Commissioners.
Furthermore, referring to Articles 9 and 41 of OJK Regulation Number 17 of 2023 and Article 15
of OJK Regulation Number 2 of 2024, proposals for the appointment and/or replacement of
members of the Board of Directors, Board of Commissioners, or Sharia Supervisory Board to
the GMS shall be made taking into account the recommendations of the Nomination and
Remuneration Committee.
The terms of office of the current members of the Board of Directors, Board of Commissioners,
and Sharia Supervisory Board will expire at the close of the Company's Annual General Meeting
of Shareholders ("AGMS") in 2026.
In this regard, the Company will propose to the AGMS to approve the composition of the
members of the Board of Directors, Board of Commissioners, and Sharia Supervisory Board for
the term of office commencing from the close of the AGMS in 2026 until the close of the AGMS
in 2029, which will be held no later than June 2029, without prejudice to the GMS' right to
dismiss members at any time.
PT Bank Danamon Indonesia Tbk berizin dan diawasi oleh Otoritas Jasa Keuangan dan Bank Indonesia serta merupakan peserta penjaminan LPS
Syarat dan ketentuan berlaku
Page 8
Agenda 6:
Approval of Amendments to the Company's Articles of Association.
Considering:
i. Article 27 paragraph 1 of the Company's Articles of Association in conjunction with Article
19 paragraph 1 of the Company Law Number 40 of 2007 concerning Limited Liability
Companies, as amended by Law Number 6 of 2023 concerning the Stipulation of
Government Regulation in Lieu of Law Number 2 of 2022 concerning Job Creation into
Law (Company Law), stipulates that amendments to the Company's Articles of
Association are determined by a GMS.
ii. Article 17 paragraph 3 of POJK Number 30 of 2024 concerning Financial Conglomerates
and Financial Holding Companies stipulates that in the event that the OJK provides
approval, the Financial Services Institution acting as the Operational Financial
Conglomerate Holding Company (FHC) is required to follow up on the implementation of
the GMS containing approval for changes to the Articles of Association.
iii. OJK Letter Number. SR-12/KS.13/2025 dated July 8, 2025, concerning the Submission of
the Decision on Approval of PT Bank Danamon Indonesia Tbk as the Operational FHC for
MUFG's FC, and Decision of the Members of the Financial Services Authority Board of
Commissioners Number KEP-5/KS.1/2025 dated June 24, 2025, concerning the Approval
of PT Bank Danamon Indonesia Tbk as the Holding Company of the Operational Financial
Conglomerate for MUFG's Financial Conglomerate.
iv. POJK Number 26 of 2024 concerning the Expansion of Banking Business Activities.
v. Article 5 of Central Bureau of Statistics Number 7 of 2025 regarding Indonesian
Standard Industrial Classification (KBLI).
In this regard, it is proposed to the AGMS to approve amendments or additions to the provisions
of the Company's Articles of Association in order to align with the aforementioned regulations
and provisions and align the description of the Purpose and Objectives and Business Activities
set forth in Article 3 of the Company's Articles of Association to comply with the 2025 Indonesian
Standard Industrial Classification (KBLI), as well as as granting authority to the Company’s Board
of Directors to draft and restate the entire Company's Articles of Association into a notarial deed.
Jakarta, 9 March 2026
PT Bank Danamon Indonesia Tbk
The Board of Directors
PT Bank Danamon Indonesia Tbk berizin dan diawasi oleh Otoritas Jasa Keuangan dan Bank Indonesia serta merupakan peserta penjaminan LPS
Syarat dan ketentuan berlaku
Names mentioned 12 people and organisations named in the text · linked when the evidence is strong
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Bank Indonesia
p.1 ×8
unresolved
org
Indonesia Stock Exchange
p.2 ×3
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.2
unresolved
org
Financial Services Authority
p.2 ×5
unresolved
org
PT Adimitra Jasa Korpora. In
p.2
unresolved
org
PT Adimitra Jasa Korpora
p.2
unresolved
org
Liana Ramon Xenia & Rekan
p.5 ×2
unresolved
org
Deloitte Touche Tohmatsu Limited
p.5
unresolved
org
Deloitte Southeast Asia Limited
p.6
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