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20251223_BMRI_Ringkasan Risalah//Risalah RUPS_32014975_lamp2.pdf

RUPS minutes Needs review BMRI

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Page 1
                                   ANNOUNCEMENT OF THE
                                SUMMARY OF THE MINUTES OF
                   THE EXTRAORDINARY GENERAL MEETINGS OF SHAREHOLDERS OF
                                       PT BANK MANDIRI (PERSERO) Tbk




The Board of Directors of PT Bank Mandiri (Persero) Tbk (the “Company”) hereby informs the Shareholders
that the Company has held an Extraordinary General Meeting of Shareholders (the “Meeting”)
electronically as follows:

A. Day/Date, Place, Time, and Meeting Agenda
    Day/Date                            :   Friday/December 19, 2025
    Place*                              :   South Jakarta
    Time                                :   19.33– 20.23 WIB (Western Indonesian Time Zone)
    Meeting Agenda                      :   1. Approval of Amendments to the Company's Articles of
                                               Association
                                            2. Delegation of Authority for Approval of the Company’s 2026
                                               Work Plan and Budget
                                            3. Changes in the Composition of the Company's Management
    Description:
    *) The Chairman of the Meeting, the Board of Directors and the Board of Commissioners, as well as capital market supporting
      professions assisting in the implementation of the Meeting, attended the Meeting at the Company's Head Office.

B. The Attendance of the Board of Commissioners and Board of Directors
    In accordance with the decision of the Board of Commissioners Meeting on November 6, 2025, as
    stated in the Minutes of the Board of Commissioners Meeting No. DK.INT/025/2025 dated November
    6, 2025, Mr. Kuswiyoto as the President Commissioner/Independent Commissioner of the Company
    acted as the Chairman of the Meeting. The Meeting was attended by all members of the Board of
    Commissioners and the Board of Directors of the Company as follows:
    -   Board of Commissioners
        President Commissioner/Independent Commissioner                     : Kuswiyoto;
        Vice President Commissioner/Independent Commissioner                : Zainudin Amali;
        Commissioner                                                        : Muhammad Yusuf Ateh;*
        Commissioner                                                        : Luky Alfirman;**
        Commissioner                                                        : Yuliot;
        Independent Commissioner                                            : Mia Amiati;
        Independent Commissioner                                            : Zulkifli Zaini.

    -   Board of Directors
        President Director                                                  : Riduan;
        Vice President Director                                             : Henry Panjaitan;
        Director of Operations                                              : Timothy Utama;
        Director of Human Capital and Compliance                            : Eka Fitria;
        Director of Risk Management                                         : Danis Subyantoro;
        Director of Commercial Banking                                      : Totok Priyambodo;
        Director of Corporate Banking                                       : Mochamad Rizaldi;
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       Director of Consumer Banking                                   : Saptari;
       Director of Treasury and International Banking                 : Ari Rizaldi;
       Director of Finance and Strategy                               : Novita Widya Anggraini;
       Director of Network and Retail Funding                         : Jan WinstonTambunan;
       Director of Information Technology                             : Sunarto.
     *) attended the Meeting electronically through the media provided by KSEI.
    **) effective after obtaining the approval of the Financial Services Authority for the implementation of the Fit
        and Proper Test.


C. Attendance of Shareholders
   The shareholders present and/or represented at the Meeting totaled 80,248,806,202 shares,
   representing 86.0456285% of the total number of shares with valid voting rights issued by the
   Company, including Series A Dwiwarna shareholder.


D. Mechanism and Quorum for Meeting Resolutions
   1. Based on Article 40 of the Financial Service Authority Regulation No.15/POJK.04/2020 concerning
      Plan and Implementation of the General Meeting of Shareholders of Public Companies (“POJK
      RUPS”) and in consideration of Article 28 of the POJK RUPS, resolutions of the Meeting are made
      by deliberation to reach a consensus, and if a consensus cannot be reached, the decision is made
      through voting.
   2. The electronic voting process takes place on the eASY.KSEI application.
   3. Attendance quorum and Meeting resolution:
      a. For the First Agenda of the Meeting:
           - Regarding amendments to the Articles of Association related to changes in the special
              rights of Series A Dwiwarna, in accordance with the provisions of Article 45 of POJK RUPS,
              the Meeting can be held if attended by at least 3/4 (three-quarters) of the shares in the
              share classification affected by the change in rights, either present or represented. The
              decision is valid and binding if approved by more than 3/4 (three-quarters) of the shares
              with voting rights present at the Meeting.


             -    Regarding Amendments to the Articles of Association, the Meeting can be held if
                  attended by Series A Dwiwarna Shareholder and other Shareholders and/or their lawful
                  representatives who together represent at least 2/3 (two-thirds) of the total shares with
                  valid voting rights. The decision is valid and binding if approved by the Series A Dwiwarna
                  Shareholder and other Shareholders and/or their lawful representatives who together
                  represent more than 2/3 (two-thirds) of the total shares with voting rights present at the
                  Meeting.
        b. For the Second Agenda of the Meeting, the Meeting can be held if attended by Shareholders
           and/or their lawful representatives who together represent more than 1/2 (one-half) of the
           total shares of the Company with valid voting rights. Decisions on the Second Agenda are valid
           and binding if approved by more than 1/2 (one-half) of the total shares with voting rights
           present at the Meeting.
        c. For the Third Agenda of the Meeting, the Meeting may be held if attended by the Series A
           Dwiwarna Shareholder and the other Shareholders and/or their valid representatives who
Page 3
               together represent more than 1/2 (one-half) of the total number of shares with valid voting
               rights. Decisions on the Third Agenda are valid and binding if approved by the Series A
               Dwiwarna Shareholder and the other Shareholders and/or their valid representatives who
               together represent more than 1/2 (one-half) of the total number of shares with voting rights
               present at the Meeting.


E. Opportunity to Ask Questions and/or Give Opinions, and Voting Results in the Meeting
   Shareholders or their proxies have been given the opportunity to ask questions and/or give opinions
   on each Agenda of the Meeting. The number of Shareholders or their proxies, whether present
   physically and/or electronically, who asked questions and/or gave opinions during the Meeting, as well
   as the results of the decision-making through voting, including e-Proxy votes via eASY.KSEI, are as
   follows:


      Agenda             Agree               Disagree               Abstain            Total Agreed*       Question/
       Item                                                                                                 Opinion

      First**      74,598,894,030        5,128,647,427        521,264,745 votes       75,120,158,775           -
                   votes            or   votes          or    or 0.6495607% of        votes          or
                                                                                                            (none)
                   92.9595063% of all    6.3909330%     of    all shares with valid   93.6090670% of
                   shares with valid     the total shares     voting         rights   the total shares
                   voting       rights   with valid voting    present at the          with valid voting
                   present at the        rights present at    Meeting.                rights present at
                   Meeting.              the Meeting.                                 the Meeting.

      Second       76,510,762,952        3,216,777,605        521,265,645 votes       77,032,028,597          1
                   votes            or   votes          or    or 0.6495619% of        votes          or
                                                                                                             (one)
                   95.3419329% of the    4.0085052%     of    all shares with valid   95.9914948% of
                   total shares with     the total shares     voting         rights   the total shares
                   valid voting rights   with valid voting    present at the          with valid voting
                   present at the        rights present at    Meeting.                rights present at
                   Meeting.              the Meeting.                                 the Meeting.

       Third       58,000,575,722        21,415,014,814       833,215,666 votes       58,833,791,388           -
                   votes            or   votes          or    or 1.0382904% of        or 73.3142263%
                                                                                                            (none)
                   72.2759359% of all    26.6857737% of       all shares with valid   of all shares with
                   shares with valid     the total shares     voting         rights   valid       voting
                   voting       rights   with valid voting    present at the          rights present at
                   present at the        rights present at    Meeting.                the Meeting.
                   Meeting.              the Meeting.

    Description:

     *) In accordance with the Company's Articles of Association POJK RUPS, abstaining votes are considered to cast
        the same vote as the majority of the shareholders who voted. Therefore, according to the calculations of the
        system of PT Kustodian Sentral Efek Indonesia and the Securities Administration Bureau, the number of
        Abstain votes is added to the Agree votes.

    **) Series A Dwiwarna Shareholder as Shareholder affected by the change in Series A Dwiwarna Share Privileges
        was present and gave approval at the Meeting, totaling 1 (one) share or 100% of the total shares in the
        affected share classification.
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F.   Meeting Decision Results

     FIRST AGENDA:
     1. Approving amendments to the Company's Articles of Association in order to comply with laws
        and regulations and policies, including (a) Law Number 19 of 2003 concerning State-Owned
        Enterprises as last amended by Law Number 16 of 2025 concerning the Fourth Amendment to
        Law Number 19 of 2003 concerning State-Owned Enterprises, including changes to Article 5 of
        the Company's Articles of Association regarding adjustments to the special rights over the
        Government of Indonesia-owned Series A Dwiwarna Share, and (b) Financial Services Authority
        Regulation No. 30 of 2024 concerning Financial Conglomerates and Parent Companies of Financial
        Conglomerates.
     2. Agree to restate all provisions in the Company's Articles of Association into a comprehensive
        codification in connection with the changes referred to in item 1 (one) of the above resolution,
        with all the articles of association attached to the notarial deed minutes.
     3. To grant authority and power to the Company's Board of Directors with the right of substitution
        to take all necessary actions related to the decisions of this Meeting agenda, including drafting
        and restating all of the Company's Articles of Association in a Notarial Deed and granting authority
        with the right of substitution to submit it to the competent authorities to obtain acknowledgment
        of receipt of notification and approval of amendments to the Company's Articles of Association,
        and to do everything deemed necessary and useful for these purposes without any exception,
        including making additions and/or changes to such amendments to the Articles of Association, if
        required by the authorized authorities.


     SECOND AGENDA:
     Approving the granting of authority and power to the Board of Commissioners by first obtaining
     written approval from the Majority Series B Shareholders to approve the Company's 2026 RKAP
     including any amendments thereto.

     THIRD AGENDA:
     1. Honorably dismiss the following names below as Management of the Company:
         1) President Commissioner/Independent Commissioner              : Kuswiyoto
         2) Vice President Commissioner/Independent Commissioner : Zainudin Amali
       who were each appointed based on the Annual General Meeting of Shareholders (“GMS”)
       Resolution for the 2024 Fiscal Year dated March 25, 2025 and the Annual GMS Resolution for the
       2022 Fiscal Year dated March 14, 2023, in conjunction with the Annual GMS Resolution for the
       2023 Fiscal Year dated March 7, 2024, effective from the closing of this Meeting, with gratitude for
       the contributions of energy and thought given during their tenure as the Management of the
       Company.
     2. Reassigning Mr. Zulkifli Zaini from his original position as Independent Commissioner to President
        Commissioner and Independent Commissioner, appointed based on the Extraordinary GMS
Page 5
    Resolution of 2025 dated August 4, 2025, with a term of office continuing the remaining term in
    accordance with the GMS Resolution appointing him.
3. Appointing the following names as the Company's Management :
   1 ) Vice President Commissioner : M. Rudy Salahuddin Ramto
   2 ) Independent Commissioner                                     : B. Bintoro Kunto Pardewo
4. The term of office of the members of the Board of Commissioners appointed as referred to in
   number 3 shall be up to the closing of the 5th (fifth) Annual GMS since the adoption of this
   Resolution, with taking into account the laws and regulations in the Capital Market sector and
   without prejudice to the GMS' right to dismiss at any time.
5. With the dismissal, reassignment, and appointment of members of the Board of Commissioners as
   referred to in points 1, 2, and 3, the composition of the Company's Management shall be as follows:
   a . Board of Directors
        1) President Director                                       : Riduan
        2) Vice President Director                                  : Henry Panjaitan
        3) Director of Commercial Banking                           : Totok Priyambodo
        4) Director of Consumer Banking                             : Saptari
        5) Director of Corporate Banking                            : Mochamad Rizaldi
        6) Director of Finance and Strategy                         : Novita Widya Anggraini
        7) Director of Human Capital and Compliance                 : Eka Fitria
        8) Director of Information Technology                       : Sunarto
        9) Director of Network and Retail Funding                   : Jan Winston Tambunan
        10) Director of Operations                                  : Timothy Utama
        11) Director of Risk Management                             : Danis Subyantoro
        12) Director of Treasury and International Banking          : Ari Rizaldi


   b . Board of Commissioners
      1)   President Commissioner/Independent Commissioner          : Zulkifli Zaini*
      2)   Vice President Commissioner                              : M. Rudy Salahuddin Ramto*
      3)   Independent Commissioner                                 : B. Bintoro Kunto Pardewo*
      4)   Commissioner                                             : Yuliot
      5)   Commissioner                                             : Luky Alfirman*
      6)   Commissioner                                             : Muhammad Yusuf Ateh
      7)   Independent Commissioner                                 : Mia Amiati
Page 6
       *) Effective after obtaining approval from the Financial Services Authority for the implementation of the
           Fit and Proper Test.
6. Requesting the Board of Directors to submit a written application to the Financial Services
   Authority for the implementation of the Fit & Proper Test on the members of the Board of
   Commissioners who were reassigned as referred to in item 2 and appointed as referred to in item
   3, in compliance with the applicable regulations.
7. Members of the Board of Commissioners appointed as referred to in point 3 who still hold other
   positions that are prohibited by laws and regulations from being concurrent with the position of
   Members of the Board of Commissioners of a State-Owned Enterprise must resign or be dismissed
   from those positions.
8. To grant power of attorney with the right of substitution to the Board of Directors of the Company
   to declare the decisions of this Meeting in the form of a Notarial Deed and to appear before a
   Notary or authorized official, and to make any necessary adjustments or corrections if required by
   the authorized parties for the implementation of the resolutions of the Meeting.


                                     Jakarta, December 23, 2025
                                   PT Bank Mandiri (Persero) Tbk
                                        BOARD OF DIRECTORS
Page 7
Appendix

 Agenda       Shareholder/Number of
                                                                Questions/Opinions
                      Shares
   2       PT Danantara Aset          The implementation of the RKAP approval is carried out in accordance with
           Management (Persero) /     good corporate governance and applicable regulations, with due regard to
           48,533,333,333 shares.     the fairness of information disclosure, the obligation to maintain
                                      confidentiality, and the best interests of the Company.

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Names mentioned 21 people and organisations named in the text · linked when the evidence is strong

linked org BANK MANDIRI (PERSERO) Tbk p.1 ×8
linked person Zainudin Amali · Commissioner p.1 ×2
linked person Muhammad Yusuf Ateh p.1 ×2
linked person Luky Alfirman p.1 ×2
linked person Henry Panjaitan p.1 ×2
linked person Timothy Utama p.1 ×2
linked person Eka Fitria p.1 ×2
linked person Danis Subyantoro p.1 ×2
linked person Totok Priyambodo p.1 ×2
linked person Mochamad Rizaldi p.1 ×2
linked person Ari Rizaldi p.2 ×2
linked person Novita Widya Anggraini p.2 ×2
linked person M. Rudy Salahuddin Ramto · President Commissioner p.5 ×3
linked person B. Bintoro Kunto Pardewo p.5 ×2
linked person Jan Winston Tambunan p.5
linked org PT Danantara Aset p.7
possible person Kuswiyoto p.1
possible person Mia Amiati p.1 ×2
possible person Zulkifli Zaini. p.1 ×3
unresolved org Financial Services Authority p.2 ×4
unresolved org PT Kustodian Sentral Efek Indonesia p.3

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no RUPS minutes content - likely misclassified

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