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20260206_BBCA_Pemanggilan RUPS_32025219_lamp2.pdf
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NOTICE
OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT BANK CENTRAL ASIA Tbk
The Board of Directors of PT Bank Central Asia Tbk (the “Company”) hereby invites the
Shareholders of the Company to attend the Annual General Meeting of Shareholders (the
“Meeting”), which will be held:
Date : Thursday, 12 March 2026
Time : 14:00 Western Indonesia Time (WIB) - onwards
Venue : Menara BCA, Grand Indonesia
Jl. M.H. Thamrin No. 1
Jakarta 10310
Mechanism : The GMS will be held both physically and electronically through
the Electronic General Meeting System Application of KSEI
(“eASY.KSEI”)
Agenda of the AGMS:
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, as well as the grant of release and discharge of liability (acquit et
decharge) to the members of the Board of Directors for their management actions and
to the members of the Board of Commissioners of the Company for their supervisory
actions during the financial year ended 31 December 2025.
Explanation:
Upon the presentation of the Annual Report, the Financial Statements, and the Board of
Commissioners’ Report on its Supervisory Duties, the Company will also present the
Company's performance and accomplishments, as well as the actions taken by the Board of
Commissioners in carrying out its supervisory and advisory functions to the Board of
Directors.
2. Appropriation of the Company's Net Profit for the financial year ended 31 December
2025.
Explanation:
The Company will propose that the Company's Net Profit be appropriated for cash
dividend distribution and that the remaining unappropriated amounts of the net profit be
determined as retained earnings.
3. Determination of the amount of salary or honorarium and benefits for the financial
year 2026, as well as bonus payment (tantiem) for the financial year 2025 payable to
the members of the Board of Directors and the Board of Commissioners of the
Company.
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Explanation:
The Company will propose that the Meeting approve the following:
i. the grant of authority to the majority Shareholder of the Company to:
a. determine the amount of honorarium and benefits payable to the members of
the Board of Commissioners for the financial year 2026, which shall be valid until
the end of term of office; and
b. determine the amount of bonus payment (tantiem) payable to the members of
the Board of Commissioners and the Board of Directors for the financial year
2025;
ii. the grant of authority to the Board of Commissioners to determine the amount of
salary and benefits payable to the members of the Board of Directors for the financial
year 2026, which shall be valid until the end of term of office.
4. Appointment of the Registered Public Accounting Firm (including the Registered Public
Accountant practicing through such Registered Public Accounting Firm) to audit the
Company’s books and accounts for the financial year ended 31 December 2026.
Explanation:
With due observance of Article 3 paragraph (1) of Regulation of the Financial Services
Authority (POJK) No. 9 of 2023 on the Use of the Services of Public Accountants and
Public Accounting Firms in Financial Services Activities in conjunction with Article 19
paragraph (2) letter d of the Company’s Articles of Association, the Company will propose
that the Meeting approve the appointment of the Public Accounting Firm of Rintis,
Jumadi, Rianto & Rekan, a member firm of PwC global network, as the Public Accounting
Firm, and Eddy Rintis as the Public Accountant, each registered with the Financial Services
Authority to audit the Company’s books and accounts for the financial year ended 31
December 2026.
The profile of the Public Accounting Firm and the Public Accountant proposed above will
be provided as part of the Meeting materials.
5. Approval of the Plan to Repurchase Shares Issued by the Company (Buyback).
Explanation:
The Meeting will propose approval of the Company’s plan to conduct Buyback.
6. Amendment of the Company’s Articles of Association.
Explanation:
The Company will propose that the Meeting approve amendments to the Company’s
Articles of Association, among others adjustments to comply with prevailing laws and
regulations, and grant authority to the Company’s Board of Directors to amend and
restate the entire Articles of Association of the Company.
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.
Explanation:
The term of office of the current members of the Company’s Board of Commissioners and
Board of Directors will expire at the close of the Company’s Annual General Meeting of
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Shareholders that will be held in 2026. In connection therewith, the Company will
propose that the Meeting confirm the expiration of the term of office and appoint
members of the Company’s Board of Commissioners and Board of Directors.
The curriculum vitae of the proposed candidates for members of the Company’s Board of
Commissioners and Board of Directors to be appointed at the Meeting can be
downloaded from the Company's website (https://www.bca.co.id/en/tentang-bca/tata-
kelola/aksi-korporasi).
The Meeting materials are now available and downloadable from the Company’s website
(https://www.bca.co.id/en/tentang-bca/tata-kelola/aksi-korporasi and
https://www.bca.co.id/en/tentang-bca/hubungan-investor/laporan-presentasi/laporan-
tahunan).
Attendance Quorum and Resolutions:
1. The Meeting shall be valid and authorized to adopt binding resolutions if the Company’s
shareholders present or represented at the Meeting represent:
a. more than ½ (one half) of the total outstanding shares of the Company with valid
voting rights, for agenda items 1 through 4 and agenda item 7; and
b. at least ⅔ (two-thirds) of the total outstanding shares of the Company with valid
voting rights, for agenda items 5 and 6.
2. Resolutions shall be adopted by deliberation for consensus. If a consensus-based
resolution cannot be reached, then:
(a) the resolution shall be adopted by voting based on affirmative votes representing
more than ½ (one half) of the total shares with voting rights present or represented
at the Meeting, for agenda items 1 through 4 and agenda item 7; and
(b) the resolution shall be adopted by voting based on affirmative votes representing
more than ⅔ (two-thirds) of the total shares with voting rights present or
represented at the Meeting, for agenda items 5 and 6.
General Provisions:
1. This Notice of Meeting constitutes an official invitation in accordance with the provisions
of Article 52 paragraph (1) of Regulation of the Financial Services Authority (POJK) No.
15/POJK.04/2020 on the Planning and Conduct of General Meetings of Shareholders of
Public Limited Companies in conjunction with Article 21 paragraph 3 of the Company’s
Articles of Association, and therefore it is not necessary for the Company to extend a
separate invitation to the Company’s shareholders.
2. The Company’s shareholders that are eligible to participate or be represented in the
Company’s Meeting are those whose names are recorded in the Company’s Register of
Shareholders as of Wednesday, 11 February 2026, 16:00 WIB (Western Indonesia Time).
3. The Company’s Meeting, insofar as conducted electronically, will be held using the
eASY.KSEI application provided by PT Kustodian Sentral Efek Indonesia ("KSEI"), with due
observance of 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 in conjunction with the provisions of
Article 24 of the Company’s Articles of Association.
4. In connection with the electronic conduct of the Meeting through the eASY.KSEI
application as referred to above, the shareholders can participate in the Meeting through
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the following mechanism:
a. electronically attending the Meeting or granting power electronically through the
eASY.KSEI application;
b. physically attending the Meeting; or
c. granting power by using the written power of attorney form as set out in item 10
letter b of these General Provisions.
5. The Company calls on the shareholders to attend the Meeting electronically or grant
electronic proxy (e-proxy) through the eASY.KSEI application as referred to in item 4
letter a of these General Provisions, with due observance of the following:
i. The Company’s shareholders that may use the eASY.KSEI application are those
whose shares are deposited in the collective custody of KSEI;
ii. The Company’s shareholders must be registered in the KSEI Securities Ownership
Reference facility (“AKSes KSEI”). For the shareholders that have not been
registered, please register through the website (https://akses.ksei.co.id/);
iii. To use the eASY.KSEI application, the shareholders can go to the eASY.KSEI menu,
then click the eASY.KSEI Login submenu available on the AKSes KSEI facility
(https://akses.ksei.co.id/).
The manual for registration, usage, and further explanation of the eASY.KSEI application
(including e-proxy and e-voting) can be obtained from the website
(https://akses.ksei.co.id/).
6. The Company’s shareholders or their proxies that will electronically attend the Meeting
through the eASY.KSEI application, as referred to in item 4 letter a of these General
Provisions, should observe the following provisions:
a. The Company’s shareholders may declare their electronic attendance until 11 March
2026, 12:00 WIB (Western Indonesia Time) ("Deadline for Attendance Declaration")
and cast their votes through eASY.KSEI from the date of this Notice of Meeting until
the Deadline for Attendance Declaration.
b. With regard to the attendance registration,
(i) the Company’s shareholders that have not declared their electronic
attendance until the deadline as referred to in item 6 letter a of these General
Provisions;
(ii) the Company’s shareholders that have declared their electronic attendance
but have not cast their votes until the Deadline for Attendance Declaration;
(iii) Individual Representatives and the independent party appointed by the
Company (i.e., PT Raya Saham Registra as the Company's Securities
Administration Bureau (“SAB”)) that have received powers of attorney from
the Company's shareholders but the relevant Shareholders have not cast their
votes until the Deadline for Attendance Declaration;
(iv) the KSEI Participants/Intermediaries (Custodian Banks or Securities
Companies) that have received powers of attorney from the Company's
shareholders that have cast their votes through the eASY.KSEI application;
must register attendance through the eASY.KSEI application on the date of the
Meeting from 11:00 to 13:00 WIB (Western Indonesia Time).
c. Any delay or failure to complete the electronic attendance registration process for
any reason will result in the shareholders or their proxies being unable to
electronically attend the Meeting and their shareholdings shall not be counted
toward the attendance quorum.
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7. The Company’s shareholders that hold the Company’s shares in scrip form may grant
power using the written power of attorney form provided on the Company's website
(https://www.bca.co.id/en/tentang-bca/tata-kelola/aksi-korporasi).
8. The Company’s shareholders or their proxies that intend to physically attend the Meeting
as referred to in item 4 letter b of these General Provisions are required to submit the
original copy of the Written Confirmation to Attend the Meeting (hereinafter referred to
as the “KTUR”) and a copy of their Resident Identity Card (hereinafter referred to as the
“KTP”), and present the original KTP or other valid identification to the registration
officers prior to entering the Meeting room. The representatives of the Company’s
corporate shareholders, in addition to submitting the original copy of the KTUR and a
copy of their KTP or any other identity card, must also submit a copy of the latest articles
of association and the latest deed containing the latest composition of the management
of the company they represent.
9. In the event the Company’s shareholders or their proxies have declared or registered
their attendance electronically but later turn out to attend the Meeting physically, the
Company will cancel the electronic attendance of such shareholders or their proxies in
the eASY.KSEI application.
10. Any shareholder of the Company may be represented by a proxy:
a. by granting an electronic proxy (e-proxy) through the eASY.KSEI application as
referred to in item 4 letter a of these General Provisions, provided that such
shareholder is required to submit a power of attorney and/or cast their votes,
change the proxy and/or the votes on the Meeting agenda items, or revoke the
power of attorney, all electronically through the eASY.KSEI application from the date
of this Notice of Meeting until the Deadline for Attendance Confirmation;
b. by using a written power of attorney form provided on the Company’s website
(https://www.bca.co.id/en/tentang-bca/tata-kelola/aksi-korporasi), subject to the
following provisions:
i No Shareholder of the Company may grant power to more than one proxy for
any part of their shares with different votes;
ii If the power of attorney as described in item 10 letter b of these General
Provisions is signed outside the territory of the Republic of Indonesia, such
power of attorney must be signed before the local notary public and
authenticated by the local embassy of the Republic of Indonesia or be
apostilled in accordance with applicable regulations;
iii The power of attorney form can be downloaded from the Company’s website,
and the completed Power of Attorney must be delivered to the SAB, having its
office at Plaza Sentral, 2nd Floor, Jalan Jend. Sudirman Kav. 47-48, Jakarta
12930, Phone +6221 2525666, Fax +6221 2525028, on any business day from
the date of the Notice of Meeting until no later than Monday, 9 March 2026, at
16:00 WIB (Western Indonesian Time).
c. If any member of the Board of Directors, the Board of Commissioners, and any
employee of the Company acts as a proxy in the Meeting, any vote they cast as a
proxy shall not be counted in the voting.
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11. The Company’s shareholders or their proxies can view the ongoing Meeting through a
Zoom webinar by selecting the eASY.KSEI menu and the Tayangan RUPS (GMS Video
Streaming) submenu on the AKSes.KSEI facility (https://akses.ksei.co.id/) or the
Tayangan RUPS menu on the AKSes Mobile KSEI application, subject to the following
provisions:
a. The Company’s shareholders or their proxies have declared their attendance on the
eASY.KSEI application by no later than 11 March 2026, 12:00 WIB (Western
Indonesia Time);
b. The GMS video streaming has a capacity of up to 500 participants, and the
participants’ attendance will be determined on a first-come, first-served basis. The
Company’s shareholders or their proxies that cannot view the Meeting through the
GMS Video Streaming will still be considered as validly attending the electronic
Meeting and their share ownership and votes will be taken into account in the
Meeting as long as they have been registered on the eASY.KSEI application;
c. The Company’s shareholders or their proxies that only view the ongoing Meeting
through the GMS Video Streaming but are not duly registered for the electronic
attendance on the eASY.KSEI application will not be considered as attending the
Meeting and therefore their attendance will not be counted in the attendance
quorum for the Meeting.
12. To get the best experience in using the eASY.KSEI application and/or the GMS Video
Streaming, the Company’s shareholders or their proxies are advised to use the Mozilla
Firefox browser.
13. If after the date of this Notice of Meeting there are changes in the technical operations of
the eASY.KSEI application, or changes to any regulations, guidelines and/or explanations
of KSEI related to the conduct of electronic meetings through the eASY.KSEI application,
such changes shall apply to the conduct of the Meeting, and all the provisions in these
General Provisions concerning the conduct of electronic meetings through the eASY.KSEI
application shall be deemed to be adjusted to such changes.
Additional Information:
1. The Company will limit the number of shareholders that may physically attend the
Meeting to 520 persons based on a first-come, first-served basis.
2. Any shareholder of the Company or their proxy that will physically attend the Meeting
must follow the applicable protocols at the Meeting venue as established by the
Company, including, among others, the following:
a. Any shareholder of the Company that has arrived at the Meeting venue but can not
enter the Meeting room due to limited room capacity may still exercise their rights by
electronically attending the Meeting or granting power (to attend the Meeting and
cast a vote on each Meeting agenda item) to the independent party designated by the
Company (a Representative of the SAB), by completing and signing the written power
of attorney form provided by the Company at the Meeting venue.
b. The Company’s shareholders or their proxies are kindly requested to be present at the
Meeting venue by 11:00 WIB (Western Indonesia Time) to ensure that the Meeting
will start punctually. Registration will be closed at 13:00 WIB (Western Indonesia
Time). The Company’s shareholders or their proxies that arrive after the registration is
closed shall be deemed absent and therefore deprived of their right to submit
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proposals and/or ask questions or cast votes at the Meeting.
c. In the event of any changes to information relating to the rules and procedures for the
conduct of the Meeting, such changes will be published on the Company’s website
(https://www.bca.co.id/en/tentang-bca/tata-kelola/aksi-korporasi).
d. Any shareholder of the Company that is physically present at the Meeting but not in
good health is kindly advised to wear a face mask during the Meeting.
e. In the event of an emergency, which makes it impossible for the Company to hold a
physical Meeting, the Company will hold the Meeting electronically without the
physical presence of the shareholders upon prior notice to the Company’s
shareholders.
Jakarta, 12 February 2026
PT BANK CENTRAL ASIA Tbk
Board of Directors
Names mentioned 7 people and organisations named in the text · linked when the evidence is strong
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H. Thamrin
p.1
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org
Financial Services Authority
p.2 ×4
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Rianto & Rekan
p.2
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PT Kustodian Sentral Efek Indonesia
p.3
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org
PT Raya Saham Registra
p.4
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