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20251219_NISP_Laporan Informasi dan Fakta Material_32014537_lamp2.pdf
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SUMMARY OF AMENDMENT TO THE ARTICLES OF ASSOCIATION
PT BANK OCBC NISP TBK
YEAR 2025
Legal Basis of the amendment:
OJK Regulation No. 30 Year 2024 concerning Financial Conglomerates and Financial Conglomerates Holding Company.
Articles of Association of PT Bank OCBC NISP Tbk Amendments to the Articles of Association of PT Bank OCBC NISP Tbk
Deed No. 8 dated 2 August 2024 Deed No. 2 dated 2 December 2025
PURPOSES AND OBJECTIVES AND BUSINESS ACTIVITIES MAKSUD DAN TUJUAN SERTA KEGIATAN USAHA
Article 3 Pasal 3
1. To engange business in the field of commercial banks including banking 1. To engange business in the field of commercial banks including banking
activities that carry out sharia business in accordance with the provisions of activities that carry out sharia business in accordance with the provisions of
the prevailing laws and regulations. the prevailing laws and regulations.
2. To achieve such purposes and objectives, the Company may carry out the 2. To achieve such purposes and objectives, the Company may carry out the
following main business activities: following main business activities:
1. Raising funds from the public in the form of savings such as giro (current 1. Raising funds from the public in the form of savings such as giro (current
account), time deposits, deposit certificates, savings account and/or other account), time deposits, deposit certificates, savings account and/or other
forms equivalent to the foregoing; forms equivalent to the foregoing;
2. Providing loans/credits either long term, medium-term or provided in the 2. Providing loans/credits either long term, medium-term or provided in the
banking business; banking business;
3. Issuing promissory notes; 3. Issuing promissory notes;
4. Purchasing, selling or guaranteeing on its own risk or for the interests and 4. Purchasing, selling or guaranteeing on its own risk or for the interests and
on the order of its customers, including: on the order of its customers, including:
a. Money orders (wesel), including money orders that are accepted by a. Money orders (wesel), including money orders that are accepted by
banks with the validity period of no longer than the common practice banks with the validity period of no longer than the common practice
in the trading of such papers; in the trading of such papers;
b. promissory notes from other commercial papers with the validity b. promissory notes from other commercial papers with the validity
period of no longer the common practice in the trading of such papers; period of no longer the common practice in the trading of such papers;
c. state treasury papers and government letter of guarantee; c. state treasury papers and government letter of guarantee;
d. Certificates of Bank Indonesia (SBI); d. Certificates of Bank Indonesia (SBI);
e. bonds; e. bonds;
f. commercial papers with a validity period; f. commercial papers with a validity period;
g. other commercial paper instruments with a validity period. g. other commercial paper instruments with a validity period.
Note:
- Red color indicates the deleted/revised provisions.
- Blue color indicates the new/revised provisions. Page 1 of 15
OCBC Information Classification: Public
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Articles of Association of PT Bank OCBC NISP Tbk Amendments to the Articles of Association of PT Bank OCBC NISP Tbk
Deed No. 8 dated 2 August 2024 Deed No. 2 dated 2 December 2025
5. Transferring funds either for its own account or for the customers’ benefit; 5. Transferring funds either for its own account or for the customers’ benefit;
6. Placing funds on, borrowing funds from, or lending funds to other banks, 6. Placing funds on, borrowing funds from, or lending funds to other banks,
either using letters, means of telecommunications or with bearer money either using letters, means of telecommunications or with bearer money
order, cheques or other means; order, cheques or other means;
7. Receiving payments from the receivables on commercial papers and 7. Receiving payments from the receivables on commercial papers and
undertaking calculation with or between third parties; undertaking calculation with or between third parties;
8. Placing funds to other customers in the form of commercial papers that 8. Placing funds to other customers in the form of commercial papers that
are listed or not listed on the stock exchange; are listed or not listed on the stock exchange;
9. Carrying out factoring and credit card business activities; 9. Carrying out factoring and credit card business activities;
10. Issuing credit documents in various forms and bank guarantees; 10. Issuing credit documents in various forms and bank guarantees;
11. Carrying out activities in foreign currencies; 11. Carrying out activities in foreign currencies;
12. Carrying out activities in the field of payment systems. 12. Carrying out activities in the field of payment systems.
13. Conducting activities as Operational Financial Holding Company.
3. To support the Company’s main business activities, the Company may carry 3. To support the Company’s main business activities, the Company may carry
out the following supporting business activities: out the following supporting business activities:
1. Providing safe deposits to keep valuable goods and commercial papers; 1. Providing safe deposits to keep valuable goods and commercial papers;
2. Carrying out custodial activities for other party’s interest based on a 2. Carrying out custodial activities for other party’s interest based on a
contract; contract;
3. Carrying out trusteeship activities; 3. Carrying out trusteeship activities;
4. Conducting capital investments on banks or other companies in the field 4. Conducting capital participation in a bank or any other company in the
of financial services such as financing, funds management, leasing, financial sector, such as a leasing, venture capital company, consumer
venture capital, securities company, insurance, clearing and guarantee financing, securities, insurance, clearing and guarantee institutions, the
institutions and the deposit and settlement institutions; deposit and settlement institutions, a company that utilizes the information
technology to provide financial products as its main business, credit
bureau and engages in other business activities in accordance with
applicable regulations;
5. Conducting temporary capital participation outside Financial Service 5. Conducting temporary capital participation for the purpose of dealing credit
Institutions for the purpose of dealing with credit or financing failure under and financing failure under sharia principles, provided that such participation
Sharia Principles, provided that such participation must be withdrawn; must be withdrawn, subject to the rules issued by Bank Indonesia and/or the
Financial Services Authority;
6. Acting as the founder and manager of pension funds. 6. Acting as the founder and manager of a pension fund in accordance with
the regulations on pension funds;
- 7. Implementing management services to enhance the effectiveness of
consolidation and business strategy;
Note:
- Red color indicates the deleted/revised provisions.
- Blue color indicates the new/revised provisions. Page 2 of 15
OCBC Information Classification: Public
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Articles of Association of PT Bank OCBC NISP Tbk Amendments to the Articles of Association of PT Bank OCBC NISP Tbk
Deed No. 8 dated 2 August 2024 Deed No. 2 dated 2 December 2025
7. Engaging in other activities generally conducted by a Commercial Bank to 8. Engaging in other supporting business activities to support the Company's
the extent they do not conflict with applicable laws and regulations. main business activities, as generally conducted by banks to the extent
they do not conflict with applicable laws and regulations.
- 9. In conducting the Company's business activities, the Company
consolidates and shall be responsible for all financial conglomeration
activities and supports the financial optimization of the controlled financial
conglomeration.
SHARES SHARES
Article 5 Article 5
1. The Company’s shares shall be registered shares. 1. The Company’s shares shall be registered shares.
2. The Company shall only acknowledge one person or one (1) legal entity as the 2. The Company shall only acknowledge one person or one (1) legal entity as the
owner of one (1) share. owner of one (1) share.
3. In the event that one (1) share for any reasons whatsoever becomes the 3. In the event that one (1) share for any reasons whatsoever becomes the
ownership of several persons, then these joint owners shall appoint one of ownership of several persons, then these joint owners shall appoint one of
them in writing or other person as their joint representative and only the name them in writing or other person as their joint representative and only the name
of this representative that is registered in the Shareholders Register and this of this representative that is registered in the Shareholders Register and this
representative shall be considered as the valid holder of the relevant shares representative shall be considered as the valid holder of the relevant shares
and shall have the right to exercise and use all rights arising on these shares and shall have the right to exercise and use all rights arising on these shares
according to law. according to law.
4. Every shareholder shall be subject to the articles of association and all 4. Every shareholder shall be subject to the articles of association and all
resolutions adopted validly in the GMS and the prevailing laws and regulations resolutions adopted validly in the GMS and the prevailing laws and regulations
5. All shares issued by the Company shall be able to be encumbered as security 5. All shares issued by the Company which are owned by the controlling
subject to the provisions of laws and regulations on the security encumbrance shareholder and/or ultimate controlling shareholder are prohibited to be
on shares, the laws and regulations in Capital Markets and the Law on Limited collateralized or encumbered as security to the other party, except to:
Liability Companies. (i) institutions with authority to resolve or handling default bank, insurance
company or sharia insurance company; or
(ii) other institutions appointed by the authority.
Encumbrance as security subject is allowable subject to the provisions of laws
and regulations on the security encumbrance on shares, the laws and
regulations in Capital Markets and the Law on Limited Liability Companies.
Note:
- Red color indicates the deleted/revised provisions.
- Blue color indicates the new/revised provisions. Page 3 of 15
OCBC Information Classification: Public
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Articles of Association of PT Bank OCBC NISP Tbk Amendments to the Articles of Association of PT Bank OCBC NISP Tbk
Deed No. 8 dated 2 August 2024 Deed No. 2 dated 2 December 2025
6. The evidence of Shares Ownership shall be as follows: 6. The evidence of Shares Ownership shall be as follows:
a. In the event the Company’s shares are not included in the Collective a. In the event the Company’s shares are not included in the Collective
Deposit at the Settlement and Depository Institution, then the Company Deposit at the Settlement and Depository Institution, then the Company
shall provide the evidence of share ownership in the form of shares shall provide the evidence of share ownership in the form of shares
certificate or collective shares certificate to the shareholders. certificate or collective shares certificate to the shareholders.
b. In the event the Company’s Shares are included in the Collective Deposit b. In the event the Company’s Shares are included in the Collective Deposit
at the Settlement and Depository Institution, then the Company shall issue at the Settlement and Depository Institution, then the Company shall issue
the certificate or written confirmation to the Settlement and Depository the certificate or written confirmation to the Settlement and Depository
Institution as the evidence of registration in the Company’s shareholders’ Institution as the evidence of registration in the Company’s shareholders’
register. register.
7. The Company’s shares that are listed in the Stock Exchange shall be subject 7. The Company’s shares that are listed in the Stock Exchange shall be subject
to the prevailing laws and regulations in Capital Markets and the Stock to the prevailing laws and regulations in Capital Markets and the Stock
Exchange regulations where these shares are listed. Exchange regulations where these shares are listed.
- 8. Shares of the Company are prohibited from being owned by members of
financial conglomerate as regulated by the laws and provisions.
BOARD OF DIRECTORS BOARD OF DIRECTORS
Articles 15 Articles 15
1. The Company shall be managed by a Board of Directors; 1. The Company shall be managed by a Board of Directors;
2. The Board of Directors shall consist of at least 3 (three) members that consist 2. The Board of Directors shall consist of at least 3 (three) members that consist
of: of:
- 1 (one) President Director - 1 (one) President Director
- 2 (two) or more Directors, one of whom can be appointed as the Vice - 2 (two) or more Directors, one of whom can be appointed as the Vice
President Director by taking into account the prevailing laws and President Director by taking into account the prevailing laws and
regulations. regulations.
Note:
- Red color indicates the deleted/revised provisions.
- Blue color indicates the new/revised provisions. Page 4 of 15
OCBC Information Classification: Public
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Articles of Association of PT Bank OCBC NISP Tbk Amendments to the Articles of Association of PT Bank OCBC NISP Tbk
Deed No. 8 dated 2 August 2024 Deed No. 2 dated 2 December 2025
3. a. The Company shall have a director who oversees the management function
of Financial Conglomerates.
b. The Director as specified in point a of this paragraph can also be held
concurrently by director of another function within the Company under the
Board of Directors' decision as referred to in Article 16 paragraph (8) of
these Articles of Association.
c. The Director as specified in point a of this paragraph is prohibited from
holding:
(i) another position which might create conflict of interest issue in
executing the roles as members of Operational FHC board of
directors; and/or
(ii) another position that is prohibited under laws and regulations.
3. Unless otherwise specified under applicable regulations, the members of the 4. Unless otherwise specified under applicable regulations, the members of the
Board of Directors are appointed and dismissed by the General Meeting of Board of Directors, including the Director who oversees the management of
Shareholders (GMS), the appointment is effective as of the date specified in Financial Conglomerate function, are:
the GMS at which they are appointed and dismissed at the close of the 3 rd a. appointed and dismissed by the General Meeting of Shareholders (GMS),
(third) Annual GMS held after the date of their appointment. the appointment is effective as of the date specified in the GMS at which
they are appointed and dismissed at the close of the 3rd (third) Annual
GMS held after the date of their appointment.
b. must fulfil the prevailing provisions prior to executing the action, role and
function, which includes obtaining approval from the Financial Services
Authority.
4. The requirements of the members of the Board of Directors shall follow the 5. The requirements of the members of the Board of Directors shall follow the
provisions of: provisions of:
a. The Law on Limited Liability Companies; d. The Law on Limited Liability Companies;
b. The prevailing laws and regulations in the Capital Markets sector; and e. The prevailing laws and regulations in the Capital Markets sector; and
c. The laws and regulations that are relevant to the Company’s business a. The laws and regulations that are relevant to the Company’s business
activities. activities.
5. The members of the Board of Directors whose terms of office has ended can 6. The members of the Board of Directors, including the Director who oversees
be re-appointed by taking into account the provisions of paragraph 3 of this the management of Financial Conglomerate function, whose terms of office
article. has ended can be re-appointed by taking into account the provisions of
paragraph 4 of this article.
Note:
- Red color indicates the deleted/revised provisions.
- Blue color indicates the new/revised provisions. Page 5 of 15
OCBC Information Classification: Public
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Articles of Association of PT Bank OCBC NISP Tbk Amendments to the Articles of Association of PT Bank OCBC NISP Tbk
Deed No. 8 dated 2 August 2024 Deed No. 2 dated 2 December 2025
6. a. The Company must hold a GMS to make a change of members of Board 7. a. The Company must hold a GMS to make a change of members of Board
of Directors who do not meet the requirements as set out in prevailing laws of Directors who do not meet the requirements as set out in prevailing laws
and regulations. and regulations.
b. The GMS may at any time dismiss one or more members of the Board of b. The GMS may at any time dismiss one or more members of the Board of
Directors before their terms of office have ended. Such dismissal shall be Directors before their terms of office have ended. Such dismissal shall be
valid after the closing of such meeting unless if there is other dismissal valid after the closing of such meeting unless if there is other dismissal
date that is determined in the GMS and/or as otherwise provided in the date that is determined in the GMS and/or as otherwise provided in the
prevailing laws and regulations. prevailing laws and regulations.
c. In the event the GMS dismisses a member of the Board of Directors as c. In the event the GMS dismisses a member of the Board of Directors as
referred to in paragraph 6b of this Article, then such dismissal shall referred to in paragraph 6b of this Article, then such dismissal shall
mention the reason thereof and give the opportunity to the relevant mention the reason thereof and give the opportunity to the relevant
member of the Board of Directors who is dismissed to defend member of the Board of Directors who is dismissed to defend
himself/herself if such member of the Board of Directors attends the himself/herself if such member of the Board of Directors attends the
relevant GMS. relevant GMS.
7. A member of the Board of Directors can be suspended by the Board of 8. A member of the Board of Directors can be suspended by the Board of
Commissioners by mentioning the reason thereof and the relevant member of Commissioners by mentioning the reason thereof and the relevant member of
Board of Directors must be informed in writing. The Board of Commissioners Board of Directors must be informed in writing. The Board of Commissioners
must hold a GMS to revoke or affirm such suspension resolution that is must hold a GMS to revoke or affirm such suspension resolution that is
conducted in accordance with prevailing laws and regulations. conducted in accordance with prevailing laws and regulations.
8. A member of the Board of Directors shall have the right to resign from his/her 9. A member of the Board of Directors shall have the right to resign from his/her
position by informing the Company regarding his/her intention in writing. The position by informing the Company regarding his/her intention in writing. The
Company shall hold the GMS to resolve the resignation request of the relevant Company shall hold the GMS to resolve the resignation request of the relevant
member of the Board of Directors in accordance with the prevailing laws and member of the Board of Directors in accordance with the prevailing laws and
regulations. Before the resignation is effective, the relevant member of the regulations. Before the resignation is effective, the relevant member of the
Board of Directors must remain be obligated to complete her/his duties and Board of Directors must remain be obligated to complete her/his duties and
responsibilities in accordance with the Articles of Association and prevailing responsibilities in accordance with the Articles of Association and prevailing
laws and regulations. laws and regulations.
The resigning member of the Board of Directors shall be released from her/his The resigning member of the Board of Directors shall be released from her/his
responsibilities after obtaining the release of responsibilities from the Annual responsibilities after obtaining the release of responsibilities from the Annual
GMS. GMS.
In the event the members of the Board of Directors resign and cause the In the event the members of the Board of Directors resign and cause the
number of the Board of Directors to be less than 3 (three) persons then such number of the Board of Directors to be less than 3 (three) persons then such
resignation shall become effective after the GMS’ determination and after the resignation shall become effective after the GMS’ determination and after the
Note:
- Red color indicates the deleted/revised provisions.
- Blue color indicates the new/revised provisions. Page 6 of 15
OCBC Information Classification: Public
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Articles of Association of PT Bank OCBC NISP Tbk Amendments to the Articles of Association of PT Bank OCBC NISP Tbk
Deed No. 8 dated 2 August 2024 Deed No. 2 dated 2 December 2025
appointment of the new members of the Board of Directors so it has fulfilled appointment of the new members of the Board of Directors so it has fulfilled
the minimum requirement of the number of the members of the Board of the minimum requirement of the number of the members of the Board of
Directors. Directors.
9. The GMS may, by considering the recommendations of the Board of 10. The GMS, with due regard to the approval of the Board of Commissioners
Commissioners or Committee that carries out the nomination function: which has considered the recommendations of the Committee that carries out
- appoint other person to fill in the position of a member of the Board of the nomination function:
Directors who is dismissed from his/her office; or - appoint other person to fill in the position of a member of the Board of
- fill in the position of a member of the Board of Directors who is resigning Directors who is dismissed from his/her office; or
from his/her office; or - fill in the position of a member of the Board of Directors who is resigning
- appoint a person to become a member of the Board of Directors to fill in a from his/her office; or
vacancy; or - appoint a person to become a member of the Board of Directors to fill in a
- add the number of new members of the Board of Directors. vacancy; or
The term of office of a person who is appointed to substitute a dismissed - add the number of new members of the Board of Directors.
member of the Board of Directors or a resigning member of the Board of The term of office of a person who is appointed to substitute a dismissed
Directors or to fill in the vacancy shall be for the remaining term of office of member of the Board of Directors or a resigning member of the Board of
such dismissed/substituted Director and the term of office for the additional Directors or to fill in the vacancy shall be for the remaining term of office of
new members of the Board of Directors shall be for the remaining term of office such dismissed/substituted Director and the term of office for the additional
of the Board of Directors who are still holding their office at that period unless new members of the Board of Directors shall be for the remaining term of office
if provided otherwise by the GMS. of the Board of Directors who are still holding their office at that period unless
if provided otherwise by the GMS.
10. The term of office of a member of the Board of Directors shall end automatically 11. The term of office of a member of the Board of Directors shall end automatically
if such member of the Board of Directors: if such member of the Board of Directors:
a. is declared bankrupt or put under guardianship under a court order; or a. is declared bankrupt or put under guardianship under a court order; or
b. is no longer fulfilling the requirements of the prevailing laws and b. is no longer fulfilling the requirements of the prevailing laws and
regulations; or regulations; or
c. passed away; or c. passed away; or
d. is dismissed based on the GMS’ resolution. d. is dismissed based on the GMS’ resolution.
11. If the office of a member of the Board of Directors is vacant for any reasons 12. If the office of a member of the Board of Directors is vacant for any reasons
whatsoever, which causes the number of the Board of Directors to be less than whatsoever, which causes the number of the Board of Directors to be less than
3 (three) persons as referred to in the paragraph 2 of this article, then at the 3 (three) persons as referred to in the paragraph 2 of this article, then at the
latest within 90 (ninety) days after such vacancy occurs, the Company shall latest within 90 (ninety) days after such vacancy occurs, the Company shall
hold a GMS to fill in such vacancy. hold a GMS to fill in such vacancy.
Note:
- Red color indicates the deleted/revised provisions.
- Blue color indicates the new/revised provisions. Page 7 of 15
OCBC Information Classification: Public
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Articles of Association of PT Bank OCBC NISP Tbk Amendments to the Articles of Association of PT Bank OCBC NISP Tbk
Deed No. 8 dated 2 August 2024 Deed No. 2 dated 2 December 2025
12. In the event the position of the President Director is vacant and during the 13. In the event the position of the President Director is vacant and during the
period his/her replacement has not been appointed or has not assumed his/her period his/her replacement has not been appointed or has not assumed his/her
position, then one of the members of the Board of Directors who is appointed position, then one of the members of the Board of Directors who is appointed
by the Board of Directors meeting shall perform the obligations as the by the Board of Directors meeting shall perform the obligations as the
President Director and shall have the same authority and responsibility as the President Director and shall have the same authority and responsibility as the
President Director. President Director.
In the event that all members of the Board of Directors are vacant, then the In the event that all members of the Board of Directors are vacant, then the
provision of Article 19 paragraph 5 of the Company’s Articles of Association provision of Article 19 paragraph 5 of the Company’s Articles of Association
shall apply. shall apply.
13. Salary, service fees and other benefits of the members of the Board of 14. Salary, service fees and other benefits of the members of the Board of
Directors (if any) shall be determined by the GMS (and such authority can be Directors (if any) shall be determined by the GMS (and such authority can be
assigned by the GMS to the Board of Commissioners). assigned by the GMS to the Board of Commissioners).
DUTIES AND AUTHORITIES OF THE BOARD OF DIRECTORS DUTIES AND AUTHORITIES OF THE BOARD OF DIRECTORS
Article 16 Article 16
1. The Board of Directors shall be fully responsible in performing their duties for 1. The Board of Directors shall be fully responsible in performing their duties for
the best interest of the Company in achieving its purposes and objectives. In the best interest of the Company in achieving its purposes and objectives. In
performing such duties and responsibilities, the Board of Directors shall hold performing such duties and responsibilities, the Board of Directors shall hold
Annual GMS and other GMSs as set out in these Articles of Association and Annual GMS and other GMSs as set out in these Articles of Association and
prevailing laws and regulations. prevailing laws and regulations.
2. Every member of the Board of Directors shall perform his/her duties in good 2. Every member of the Board of Directors, including the Director who oversees
faith and full responsibilities by taking into account the prevailing laws and the management of Financial Conglomerate function or unit, responsible, at
regulations. the minimum, to execute his/her duties and responsibilities in accordance with
their authority, in good faith, and observing prudence aspects, good corporate
governance, risk management, and fulfil integrated Financial Conglomerate
capital, support the implementation of Financial Service Authority’s duties,
ministries and relevant Institutions, as well as submit report and information
required by Financial Service Authority, with reference to the provisions,
including provisions of Financial Conglomerate.
Note:
- Red color indicates the deleted/revised provisions.
- Blue color indicates the new/revised provisions. Page 8 of 15
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Articles of Association of PT Bank OCBC NISP Tbk Amendments to the Articles of Association of PT Bank OCBC NISP Tbk
Deed No. 8 dated 2 August 2024 Deed No. 2 dated 2 December 2025
3. The Board of Directors shall have the right to represent the Company lawfully 3. Direksi berhak mewakili Perseroan secara sah dan secara langsung baik di
and directly either within or outside the Court regarding all matters and in all dalam maupun di luar Pengadilan tentang segala hal dan dalam segala
events, bind the Company with other parties and other parties with the kejadian, mengikat Perseroan dengan pihak lain dan pihak lain dengan
Company and shall conduct all actions, either regarding the form of Perseroan serta menjalankan segala tindakan, baik yang mengenai
management or ownership, however, with the following limitation that to: kepengurusan maupun kepemilikan, akan tetapi dengan pembatasan untuk:
a. lend the Company’s money to other third party or borrow money on behalf a. lend the Company’s money to other third party or borrow money on behalf
of the Company (excluding the money withdrawal from the opened Credit), of the Company (excluding the money withdrawal from the opened Credit),
which amount will be determined from time to time by the Board of which amount will be determined from time to time by the Board of
Commissioners; Commissioners;
b. bind the Company as a guarantor/obligor of a debt, which amount is b. bind the Company as a guarantor/obligor of a debt, which amount is
determined from time to time by the Board of Commissioners; determined from time to time by the Board of Commissioners;
c. pledge or encumber the Company’s assets which amount will be c. pledge or encumber the Company’s assets which amount will be
determined by the Board of Commissioners from time to time by taking determined by the Board of Commissioners from time to time by taking
into account the paragraph 4 below; into account the paragraph 4 below;
d. purchase, sell or other ways acquire/release rights over immovable goods d. purchase, sell or other ways acquire/release rights over immovable goods
including the rights over land and/or building or shares in different including the rights over land and/or building or shares in different
companies, which amount will be determined from time to time by the companies, which amount will be determined from time to time by the
Board of Commissioners by taking into account the paragraph 4 below; Board of Commissioners by taking into account the paragraph 4 below;
e. make capital investment or divestment of the investment in other e. make capital investment or divestment of the investment in other
companies without prejudice to the licenses from the authorized companies without prejudice to the licenses from the authorized
institutions; institutions;
f. purchase part or all of the collaterals, either through a public auction or f. purchase part or all of the collaterals, either through a public auction or
outside the public action based on the voluntary handover by the owner of outside the public action based on the voluntary handover by the owner of
the security or based on a power of attorney to sell outside the public the security or based on a power of attorney to sell outside the public
auction from the owner of the security in the event the Debtor does not auction from the owner of the security in the event the Debtor does not
fulfill his/her obligations to the Company, with the provision that the fulfill his/her obligations to the Company, with the provision that the
repurchased collaterals shall be immediately liquidated, which amount will repurchased collaterals shall be immediately liquidated, which amount will
be determined from time to time by the Board of Commissioners, by taking be determined from time to time by the Board of Commissioners, by taking
into account the prevailing laws and regulations. into account the prevailing laws and regulations.
g. prepare a strategic plan for the Financial Conglomerate in the form of a
financial plan for the Financial Conglomerate and its changes if there are
any external and internal conditions that significantly affect the objectives
and corporate strategies of the Financial Conglomerate.
Note:
- Red color indicates the deleted/revised provisions.
- Blue color indicates the new/revised provisions. Page 9 of 15
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Articles of Association of PT Bank OCBC NISP Tbk Amendments to the Articles of Association of PT Bank OCBC NISP Tbk
Deed No. 8 dated 2 August 2024 Deed No. 2 dated 2 December 2025
The Board of Directors shall obtain the prior written approval from or the The Board of Directors shall obtain the prior written approval from or the
relevant deed is also signed by the Board of Commissioners, without limiting relevant deed is also signed by the Board of Commissioners, without limiting
the provision of the paragraph 4 below and the prevailing laws and regulations. the provision of the paragraph 4 below and the prevailing laws and regulations.
4. The legal action to transfer, relinquish the rights or encumber all or substantial 4. The legal action to transfer, relinquish the rights or encumber all or substantial
part of the Company’s assets namely with the value of more than fifty 50% (per part of the Company’s assets namely with the value of more than fifty 50% (per
cent) of the Company’s assets in one financial year in one transaction or cent) of the Company’s assets in one financial year in one transaction or
several transactions cumulatively either that is independent or related between several transactions cumulatively either that is independent or related between
one and another shall obtain the GMS approval with the terms and conditions one and another shall obtain the GMS approval with the terms and conditions
as set out in Article 14 paragraph 3 of the Company’s articles of association. as set out in Article 14 paragraph 3 of the Company’s articles of association.
5. The legal action to carry out the Material Transaction and the Certain Conflict 5. The legal action to carry out the Material Transaction and the Certain Conflict
of Interests Transactions as referred to in the prevailing laws and regulations of Interests Transactions as referred to in the prevailing laws and regulations
shall obtain the Company’s GMS approval, with the requirements as stated in shall obtain the Company’s GMS approval, with the requirements as stated in
the prevailing laws and regulations. the prevailing laws and regulations.
6. a. Two (2) members of the Board of Directors jointly shall have the rights and 6. a. Two (2) members of the Board of Directors jointly shall have the rights and
are authorized to act for and on behalf of the Board of Directors and are authorized to act for and on behalf of the Board of Directors and
represent the Company. represent the Company.
b. A member of the Board of Directors shall not be authorized to represent b. A member of the Board of Directors shall not be authorized to represent
the Company if: the Company if:
- there is a case in the court between the Company and such member - there is a case in the court between the Company and such member
of the Board of Directors. of the Board of Directors.
- Such relevant member of the Board of Directors has a conflict of - Such relevant member of the Board of Directors has a conflict of
interests with the Company’s interests. interests with the Company’s interests.
- A member of the Board of Directors who is suspended based on the - A member of the Board of Directors who is suspended based on the
provision of Article 15 paragraph 7 of these articles of association. provision of Article 15 paragraph 7 of these articles of association.
7. Without prejudice to their responsibilities, the Board of Directors may appoint 7. Without prejudice to their responsibilities, the Board of Directors may appoint
one or more proxies to act on behalf of the Board of Directors and for such one or more proxies to act on behalf of the Board of Directors in carrying out
purpose to give the power of attorney, the power of attorney shall authorize certain actions, with terms and conditions determined by the Board of Directors
these proxies to conduct certain actions. in a special power of attorney. The authority granted must be in accordance
with the provisions of these articles of association and applicable laws and
regulations.
Note:
- Red color indicates the deleted/revised provisions.
- Blue color indicates the new/revised provisions. Page 10 of 15
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Articles of Association of PT Bank OCBC NISP Tbk Amendments to the Articles of Association of PT Bank OCBC NISP Tbk
Deed No. 8 dated 2 August 2024 Deed No. 2 dated 2 December 2025
8. The distribution of duties and authorities of each member of the Board of 8. The distribution of duties and management authorities of among members of
Directors shall be determined by the GMS and such authority by the GMS can the Board of Directors including those in charge of compliance function and
be assigned to the Board of Commissioners. In the event the GMS as referred financial conglomeration management function/unit, shall be determined by
to in this paragraph does not determine the distribution then such distribution the GMS and such authority by the GMS can be assigned to the Board of
of duties and authorities of each member of the Board of Directors shall be Commissioners. In the event the GMS as referred to in this paragraph does
determined based on the Board of Directors’ resolution. not determine/delegate the distribution of authorities, then such distribution of
duties and authorities of each member of the Board of Directors shall be
determined based on the Board of Directors meeting resolution in accordance
with the regulations, by taking into consideration to the input of the Board of
Commissioners.
9. In the event the Company has conflicting interests with the personal interests 9. In the event the Company has conflicting interests with the personal interests
of a member of the Board of Directors, then the Company shall be represented of a member of the Board of Directors, then the Company shall be represented
by other members of the Board of Directors and in the event the Company has by other members of the Board of Directors and in the event the Company has
conflicting interests with the interests of all members of the Board of Directors conflicting interests with the interests of all members of the Board of Directors
then in this situation the Company shall be represented by the Board of then in this situation the Company shall be represented by the Board of
Commissioners. In the event the Company has conflicting interests with the Commissioners. In the event the Company has conflicting interests with the
interests of all members of the Board of Directors and Board of Commissioners interests of all members of the Board of Directors and Board of Commissioners
then the Company shall be represented by another party appointed by the then the Company shall be represented by another party appointed by the
GMS subject to the prevailing laws and regulations. GMS subject to the prevailing laws and regulations.
10. In conducting the legal action in the form of conflict-of-interest transaction 10. In conducting the legal action in the form of conflict-of-interest transaction
between the personal economic interests of a member of the Board of between the personal economic interests of a member of the Board of
Directors, Board of Commissioners or shareholders with the Company’s Directors, Board of Commissioners or shareholders with the Company’s
economic interest, the Board of Directors shall obtain the GMS approval with economic interest, the Board of Directors shall obtain the GMS approval with
the requirements and provisions as set out in Article 14 paragraph (4) of the the requirements and provisions as set out in Article 14 paragraph (4) of the
Company’s Articles of Association subject to the prevailing laws and Company’s Articles of Association subject to the prevailing laws and
regulations. regulations.
11. All the members of the Board of Directors of the Company shall be responsible 11. All the members of the Board of Directors of the Company shall be responsible
for the management of Sharia Business Unit subject to the Financial Services for the management of Sharia Business Unit subject to the Financial Services
Authority Regulations and prevailing laws and regulations. One of the Directors Authority Regulations and prevailing laws and regulations. One of the
shall supervise the Sharia Business Unit. Directors shall supervise the Sharia Business Unit.
Note:
- Red color indicates the deleted/revised provisions.
- Blue color indicates the new/revised provisions. Page 11 of 15
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Articles of Association of PT Bank OCBC NISP Tbk Amendments to the Articles of Association of PT Bank OCBC NISP Tbk
Deed No. 8 dated 2 August 2024 Deed No. 2 dated 2 December 2025
12. The criteria, mechanisms and procedures for the appointment, replacement, 12. The criteria, mechanisms and procedures for the appointment, replacement,
dismissal and/or resignation of members of the Board of Directors, including dismissal and/or resignation of members of the Board of Directors, including
the authority vested to the Board of Directors, which have not been regulated the authority vested to the Board of Directors, which have not been regulated
in these articles of association shall be subject to the prevailing laws and in these articles of association shall be subject to the prevailing laws and
regulations. regulations.
THE BOARD OF COMMISSIONERS AND THE SHARIA SUPERVISORY THE BOARD OF COMMISSIONERS AND THE SHARIA SUPERVISORY
Article 18 Article 18
I. The Board of Commissioners I. The Board of Commissioners
1. The Board of Commissioners shall supervise the policy and the management 1. The Board of Commissioners shall supervise the management policies, the
in general either regarding the Company or on the implementation of the general management process including giving advice to the Board of Directors
management and giving advice to the Board of Directors. in relation to the Company and the implementation of Financial Conglomerate.
2. The Board of Commissioners shall consist of independent Commissioner and 2. The Board of Commissioners shall consist of independent Commissioner and
non-independent Commissioner and at least 3 (three) members, which non-independent Commissioner and at least 3 (three) members, which
consists of: consists of:
- 1 (one) President Commissioner; - 1 (one) President Commissioner;
- 2 (two) or more Commissioners, one or more of them can be appointed as - 2 (two) or more Commissioners, one or more of them can be appointed as
the Vice President Commissioner; the Vice President Commissioner;
subject to the prevailing laws and regulations. subject to the prevailing laws and regulations.
3. The requirements of the Board of Commissioners shall be subject to the 3. The requirements of the Board of Commissioners shall be subject to the
provisions of: provisions of:
a. Law on Limited Liability Companies; a. Law on Limited Liability Companies;
b. Prevailing Capital Markets laws and regulations; and b. Prevailing Capital Markets laws and regulations; and
c. Laws and regulations that are relevant to the Company’s business. c. Laws and regulations that are relevant to the Company’s business.
4. Every member of the Board of Commissioners may not act individually but 4. Every member of the Board of Commissioners may not act individually but
based on the resolutions of the Board of Commissioners. based on the resolutions of the Board of Commissioners.
Note:
- Red color indicates the deleted/revised provisions.
- Blue color indicates the new/revised provisions. Page 12 of 15
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Articles of Association of PT Bank OCBC NISP Tbk Amendments to the Articles of Association of PT Bank OCBC NISP Tbk
Deed No. 8 dated 2 August 2024 Deed No. 2 dated 2 December 2025
5. Unless provided otherwise in the prevailing laws and regulations, the members 5. Unless provided otherwise in the prevailing laws and regulations, the members
of the Board of Commissioners shall be appointed and dismissed by the GMS of the Board of Commissioners shall be appointed and dismissed by the GMS
where such appointment shall be effective as of the date specified in the GMS where such appointment shall be effective as of the date specified in the GMS
where he/she is (they are) appointed and shall end at the closing of the 3rd where he/she is (they are) appointed and shall end at the closing of the 3rd
(third) Annual GMS after the date of his/her (their) appointment. (third) Annual GMS after the date of his/her (their) appointment.
6. A member of the Board of Commissioners whose term of office has ended can 6. A member of the Board of Commissioners whose term of office has ended can
be reappointed, by taking into account the provision of paragraph 5 of this be reappointed, by taking into account the provision of paragraph 5 of this
article. article.
7. a. The Company must hold a GMS to make a change of members of Board 7. a. The Company must hold a GMS to make a change of members of Board
of Commissioners who do not meet the requirements as set out in of Commissioners who do not meet the requirements as set out in
prevailing laws and regulations. prevailing laws and regulations.
b. The GMS may from time to time dismiss one or more members of the b. The GMS may from time to time dismiss one or more members of the
Board of Commissioners before the end of their term of office. Such Board of Commissioners before the end of their term of office. Such
dismissal shall be effective as of the closing of such GMS unless another dismissal shall be effective as of the closing of such GMS unless another
date of dismissal is determined in the GMS and/or unless otherwise date of dismissal is determined in the GMS and/or unless otherwise
provided in the prevailing laws and regulations. provided in the prevailing laws and regulations.
c. In the event the GMS dismisses a member of the Board of Commissioners c. In the event the GMS dismisses a member of the Board of Commissioners
as referred to in paragraph 7 b of this Article, then such dismissal shall as referred to in paragraph 7 b of this Article, then such dismissal shall
mention the reasons thereof and give the opportunity to the relevant mention the reasons thereof and give the opportunity to the relevant
member of the Board of Commissioners who is dismissed to defend member of the Board of Commissioners who is dismissed to defend
himself/herself if such member of the Board of Commissioners attends the himself/herself if such member of the Board of Commissioners attends the
relevant GMS. relevant GMS.
8. The GMS may, by considering the recommendations of the Board of 8. The GMS, with due regard to the approval of the Board of Commissioners
Commissioners or Committee that carries out the nomination function, appoint which has considered the recommendations of the Committee that carries out
another person to: the nomination function, to appoint another person to:
- fill in the position of a member of the Board of Commissioners who is - fill in the position of a member of the Board of Commissioners who is
dismissed from his/her office; or dismissed from his/her office; or
- fill in the position of a member of the Board of Commissioners who is - fill in the position of a member of the Board of Commissioners who is
resigning from his/her office; or resigning from his/her office; or
- add the number of new members of the Board of Commissioners. - add the number of new members of the Board of Commissioners.
The term of office of a person who is appointed to substitute a dismissed The term of office of a person who is appointed to substitute a dismissed
member of the Board of Commissioners or a resigning member of the Board of member of the Board of Commissioners or a resigning member of the Board
Note:
- Red color indicates the deleted/revised provisions.
- Blue color indicates the new/revised provisions. Page 13 of 15
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Articles of Association of PT Bank OCBC NISP Tbk Amendments to the Articles of Association of PT Bank OCBC NISP Tbk
Deed No. 8 dated 2 August 2024 Deed No. 2 dated 2 December 2025
Commissioners or to fill in the vacancy shall be for the remaining term of office of Commissioners or to fill in the vacancy shall be for the remaining term of
of such dismissed/substituted member of Board of Commissioners and the office of such dismissed/substituted member of Board of Commissioners and
term of office for the additional new members of the Board of Commissioners the term of office for the additional new members of the Board of
shall be for the remaining term of office of the Board of Commissioners who Commissioners shall be for the remaining term of office of the Board of
are still holding their office at that period unless if provided otherwise by the Commissioners who are still holding their office at that period unless if provided
GMS. otherwise by the GMS.
9. A member of the Board of Commissioners may resign from his/her position by 9. A member of the Board of Commissioners may resign from his/her position by
informing the Company regarding his/her intention in writing. The Company informing the Company regarding his/her intention in writing. The Company
shall hold the GMS to resolve the resignation request of the member of the shall hold the GMS to resolve the resignation request of the member of the
Board of Commissioners in accordance with the prevailing laws and Board of Commissioners in accordance with the prevailing laws and
regulations. Before the resignation is effective, the relevant member of the regulations. Before the resignation is effective, the relevant member of the
Board of Commissioners must remain be obligated to complete her/his duties Board of Commissioners must remain be obligated to complete her/his duties
and responsibilities in accordance with the Articles of Association and and responsibilities in accordance with the Articles of Association and
prevailing laws and regulations. The resigning member of the Board of prevailing laws and regulations. The resigning member of the Board of
Commissioners shall be released from her/his responsibilities after obtaining Commissioners shall be released from her/his responsibilities after obtaining
the release of responsibilities from the Annual GMS. In the event the members the release of responsibilities from the Annual GMS. In the event the members
of the Board of Commissioners resign and cause the number of the Board of of the Board of Commissioners resign and cause the number of the Board of
Commissioners to be less than 3 (three) persons then such resignation shall Commissioners to be less than 3 (three) persons then such resignation shall
become effective after it has been resolved by the GMS and after the become effective after it has been resolved by the GMS and after the
appointment of the new members of the Board of Commissioners so it has appointment of the new members of the Board of Commissioners so it has
fulfilled the minimum requirement of the number of the Board of fulfilled the minimum requirement of the number of the Board of
Commissioners. Commissioners.
10. The term of office of a member of the Board of Commissioners shall end 10. The term of office of a member of the Board of Commissioners shall end
automatically if such member of the Board of Commissioners: automatically if such member of the Board of Commissioners:
a. is declared bankrupt or put under guardianship under a court order; or a. is declared bankrupt or put under guardianship under a court order; or
b. is prohibited for holding a position as a member of the Board of b. is prohibited for holding a position as a member of the Board of
Commissioners based on provisions of a law or prevailing laws and Commissioners based on provisions of a law or prevailing laws and
regulations; or regulations; or
c. passed away; or c. passed away; or
d. is dismissed based on the GMS’ resolution. d. is dismissed based on the GMS’ resolution.
11. The salary and other benefits of the members of the Board of Commissioners 11. The salary and other benefits of the members of the Board of Commissioners
shall be determined by the GMS. shall be determined by the GMS.
Note:
- Red color indicates the deleted/revised provisions.
- Blue color indicates the new/revised provisions. Page 14 of 15
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Articles of Association of PT Bank OCBC NISP Tbk Amendments to the Articles of Association of PT Bank OCBC NISP Tbk
Deed No. 8 dated 2 August 2024 Deed No. 2 dated 2 December 2025
12. If a position of a member of the Board of Commissioners is vacant for any 12. If a position of a member of the Board of Commissioners is vacant for any
reasons whatsoever, which causes the number of the Board of Commissioners reasons whatsoever, which causes the number of the Board of Commissioners
to be less than 3 (three) persons as referred to in the paragraph 2 of this article, to be less than 3 (three) persons as referred to in the paragraph 2 of this article,
then at the latest within 90 (ninety) days after such vacancy occurs, the then at the latest within 90 (ninety) days after such vacancy occurs, the
Company shall hold the GMS to fill in such vacancy subject to the prevailing Company shall hold the GMS to fill in such vacancy subject to the prevailing
laws and regulations. laws and regulations.
13. In the event the position of the President Commissioner is vacant and during 13. In the event the position of the President Commissioner is vacant and during
the period of his/her replacement has not been appointed or has not assumed the period of his/her replacement has not been appointed or has not assumed
his/her position, then one of the members of the Board of Commissioners who his/her position, then one of the members of the Board of Commissioners who
is appointed by the Board of Commissioners’ meeting shall perform the is appointed by the Board of Commissioners’ meeting shall perform the
obligations as the President Commissioner subject to the Financial Services obligations as the President Commissioner subject to the Financial Services
Authority Regulations. Authority Regulations.
Note:
- Red color indicates the deleted/revised provisions.
- Blue color indicates the new/revised provisions. Page 15 of 15
OCBC Information Classification: Public
Names mentioned 3 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Bank Indonesia
p.1 ×3
unresolved
org
Financial Services Authority
p.2 ×4
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