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20251218_BBRI_Ringkasan Risalah//Risalah RUPS_32014147_lamp2.pdf
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PT BANK RAKYAT INDONESIA (PERSERO) Tbk
ANNOUNCEMENT
SUMMARY OF THE MINUTES OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
The Board of Directors of PT Bank Rakyat Indonesia (Persero) Tbk (the "Company") hereby announces to the Shareholders that the Company has conducted
the Extraordinary General Meeting of Shareholders ("Meeting") electronically (e-GMS) through the Electronic General Meeting System of KSEI (“eASY.KSEI”)
as follows:
A. Day/Date, Place, Time, and Meeting Agenda
Day/Date : Wednesday, 17 December 2025
Venue* : Jakarta
Time : 03.07 PM – 03.53 PM UTC+7
Agenda : 1. Amendments to the Company's Articles of Association;
2. Delegation of Authority for the Approval of the Company’s Work Plans and Budget of 2026; and
3. Changes to 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 the capital market supporting professions who assist in the implementation of the Meeting,
attend the Meeting at the Company's Head Office.
B. Meeting Chairman and Attendance of the Board of Commissioners and Board of Directors
The meeting was chaired by Mr. Kartika Wirjoatmodjo, President Commissioner/Commissioner of the Company, in accordance with Letter No.R.137-
KOM/11/2025 dated November 26, 2025. All members of the Board of Commissioners and Board of Directors, as well as members of the Company's Audit
Committee, were present at the Meeting with the following details:
Integrity, Collaborative, Accountability, Growth Mindset, Customer Focus
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Board of Commissioners
President Commissioner/Commissioner : Kartika Wirjoatmodjo
Deputy President Commissioner/Independent Commissioner : Parman Nataatmadja
Commisioner : Helvi Yuni Moraza*
Commisioner : Awan Nurmawan Noah
Independent Commissioner : Edi Susianto
Independent Commissioner : Lukmanul Khakim*
Board of Directors
President Director : Hery Gunardi
Vice President Director : And Noorsanto
Director of Human Capital & Compliance : Ahmad Solichin Lutfiyanto
Director of Operations : Hakim Putratama
Director of Corporate Banking : Riko Tasmaya (Riko Adythia)
Director of Network & Retail Funding : Aquarius Rudianto
Director of Treasury & International Banking : Farida Thamrin
Director of Micro : Akhmad Purwakajaya
Director of Commercial Banking : Alexander Dippo Paris Y.S
Director of Consumer Banking : Nancy Adistyasari*
Director of Finance & Strategy : Viviana Dyah Ayu Retno Kumalasari
Director of Risk Management : Mucharom
Director of Information Technology : Saladin Dharma Nugraha Effendi
Description:
*) Can only carry out its duties and authorities after obtaining approval for the results of the Fit & Proper Test from the Financial Services Authority (“OJK”).
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C. Shareholder Attendance
The shares present and/or represented at the Meeting amounted to 128,430,240,192 shares representing 85.3155% of the total number of shares with
valid voting rights issued by the Company.
D. Mechanism and Quorum of Meeting Resolution
1. The resolution of the Meeting shall be adopted amicably. In case such an amicable consensus is not reached, the resolution shall be made through
voting.
2. Meeting attendance quorum and approval:
a. Agenda 1:
1) Regarding the amendment of the Articles of Association related to the amendment of the Special Rights of Series A Dwiwarna Shares, in
accordance with Article 45, letter a of OJK Regulation No. 15/POJK.04/2025 concerning the Plan and Implementation of the General Meeting
of Shareholders of Public Companies ("POJK RUPS"), the Meeting may be held if at least 3/4 (three-fourths) of the total number of shares
in the shares classification affected by the change in rights are present or represented, in this case, Shareholders of Series A Dwiwarna. The
decision of the Meeting Agenda must be approved by at least 3/4 (three-fourths) of the total number of shares in the shares classification
affected by the change in rights present or represented, in this case, the Series A Shareholders of Dwiwarna.
2) Regarding the Amendment of the Articles of Association, in accordance with Article 25 paragraph (5) letter a of the Company's Articles of
Association, Article 19 paragraph (1) and Article 88 paragraph (1) of the Companys Law (UUPT), as well as Article 42 letter a of the POJK
RUPS, the Meeting may be held if attended by the Shareholders of Series A Dwiwarna and other Shareholders and/or their legal representatives
who together represent at least 2/3 (two-thirds) of the total number of shares with valid voting rights. The Agenda Resolution of the Meeting
must be approved by the Series A Shareholders of Dwiwarna and the other Shareholders and/or their legal representatives who together
represent at least 2/3 (two-thirds) of the total number of voting shares present at the Meeting.
b. Agenda 2:
In accordance with Article 25 paragraph (1) letter a of the Company's Articles of Association and Article 41 paragraph (1) letter a of the POJK
RUPS, the Meeting may be held if attended by the Shareholders and/or their legal representatives who together represent more than 1/2 (one-
half) part of the total number of shares with valid voting rights. The Agenda Resolution of the Meeting must be approved by the Series A
Shareholders of Dwiwarna and the other Shareholders and/or their legal representatives who together represent more than 1/2 (one-half) share
of the total number of voting shares present at the Meeting.
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c. Agenda 3:
In accordance with Article 25 paragraph (4) letter a of the Company's Articles of Association, the Meeting is attended by the Series A Shareholders
of Dwiwarna and other Shareholders and/or their legal representatives who together represent more than 1/2 (one-half) share of the total number
of shares with valid voting rights. The Agenda Resolution of the Meeting must be approved by the Series A Shareholders of Dwiwarna and other
Shareholders and/or their legal representatives who together represent more than 1/2 (one-half) share of the total number of voting shares
present at the Meeting.
E. Opportunity to Ask Questions and/or Opinions, as well as Voting Results in Meetings
The Shareholders or their proxies have been given the opportunity to ask questions and/or opinions in each Meeting Agenda. The number of Shareholders
or their proxies, whether physically and/or electronically, who submitted questions and/or opinions in the Meeting, as well as the results of decision-making
through voting, which included e-Proxy votes through eASY.KSEI as follows:
Agenda Affirmative Votes Non-Affirmative Votes Abstain Total of Affirmative Question/
Votes*
Opinion
First** 120,070,752,097 votes or 6,972,083,689 votes or 1,387,404,406 votes, or 121,458,156,503 votes or -
representing 93.4910% of representing 5.4286% of total representing 1.0802% of total representing 94.5713% of
(None)
total shares with valid shares with valid voting rights shares with valid voting rights total shares with valid
voting rights present at the present at the Meeting present at the Meeting voting rights present at the
Meeting Meeting
Second 118,873,158,043 votes or 8,148,828,306 votes or 1,408,253,843 votes or 120,281,411,886 votes or 1
representing 92.5585% of representing 6.3449% of total representing 1.0965% of total representing 93.6550% of
(One)
total shares with valid shares with valid voting rights shares with valid voting rights total shares with valid
voting rights present at the present at the Meeting present at the Meeting voting rights present at the
Meeting Meeting
Third 90,391,451,713 votes or 36,626,415,657 votes or 1,412,372,822 votes or 91,803,824,535 or -
representing 70.3817% of representing 28.5185% of representing 1.0997% of total representing 71.4814% of
(None)
total shares with valid total shares with valid voting shares with valid voting rights total shares with valid
voting rights present at the rights present at the Meeting present at the Meeting voting rights present at the
Meeting Meeting
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Description:
*) In accordance with the Company's Articles of Association and POJK RUPS, the vote of Abstain is considered to cast the same vote as the majority vote of the Shareholders who cast
the votes. Therefore, according to the calculation of the system of PT Kustodian Sentral Efek Indonesia and the Bureau of Securities Administration, the number of “abstain” votes is
added to the affirmative vote.
**) The Shareholders of Series A Dwiwarna, as Shareholders affected by the change in the Special of Series A Shares of Dwiwarna, have been present and given approval at the Meeting,
amounting to 1 (one) share or 100% of the total number of shares in the classification of affected shares.
F. Resolutions of the Meeting
The meeting with the most votes of all the votes cast in the meeting as the letter E decides:
FIRST AGENDA
1. Approve amendments to the Company's Articles of Association in the context of adjustments to laws and regulations, 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 amendments to Article 5 of the Company's Articles of Association regarding the adjustment of special
rights of Seri A Dwiwarna Shares of Republic of Indonesia and (b) Financial Services Authority Regulation No. 30 of 2024 concerning Financial
Conglomerates and Parent Companies of Financial Conglomerates.
2. Agrees to rearrange all provisions in the Company's Articles of Association in a complete codification in connection with the amendments as referred
to in point 1 (one) of the above-mentioned decision, the attachment of all articles of association as attached to the minutes of the notary deed.
3. To give power and authority to the Company's Board of Directors with the right of substitution to take all necessary actions related to the decision of
the agenda of this Meeting, including drafting and restating all of the Company's Articles of Association in a Notary Deed and granting power of attorney
with the right of substitution to submit to the authorized agency to obtain a certificate of receipt of notification and approval of amendments to the
Company's Articles of Association, do everything deemed necessary and useful for such purposes without any exception, including to make additions
and/or changes in the amendment of the Articles of Association, if required by the competent agency.
SECOND AGENDA
To give authority and power to the Board of Commissioners by first obtaining written approval from the Largest Series B Shareholders to approve the
Company's RKAP Year 2026, including its amendments.
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THIRD AGENDA
1. Honorably dismissing the following names as members of the Company’s Management:
1) Deputy President Director : Agus Noorsanto
2) Director of Human Capital & Compliance : Achmad Solichin Lutfiyanto
3) Director of Risk Management : Mucharom
4) Director of Consumer Banking : Nancy Adistyasari
Appointed respectively based on the Resolution of the Annual GMS for the Fiscal Year 2023 dated March 1, 2024, jo. Resolution of the Annual General
Meeting of Shareholders for the Fiscal Year 2024 dated March 24, 2025, Resolution of the Annual GMS for the Fiscal Year 2022 dated March 13, 2023
jo. The Resolution of the Annual GMS for the Fiscal Year 2024, dated March 24, 2025, and the Resolution of the Annual GMS for the Fiscal Year 2024,
dated March 24, 2025, as of the closing of this GMS, with gratitude for the contributions of energy and thoughts given during the tenure as the
Company's Management.
2. Changing the nomenclature of positions for members of the Company's Board of Directors as follows:
Before After
Director of Human Capital & Compliance Director of Legal & Compliance
3. Changing the assignment of Mrs. Viviana Dyah Ayu Retno Kumalasari, originally as Director of Finance & Strategy, became Deputy President Director,
who was appointed based on the Resolution of the Annual GMS for the Fiscal Year 2024 dated March 24, 2025, with a term of office continuing for
the remainder of the term in accordance with the Resolution of the GMS of the relevant appointment.
4. Appointing the following names as the Company's Management:
1) Director of Finance & Strategy : Achmad Royadi
2) Director of Legal & Compliance : Mahdi Yusuf
3) Director of Risk Management : Ety Yuniarti
4) Director of Consumer Banking : Aris Hartanto
5. The term of office of the members of the Board of Directors appointed as referred to in number 2, at the latest until the close of the 5th (five) Annual
GMS since the enactment of this Decree, taking into account the laws and regulations in the field of Capital Market, and without prejudice to the right
of the GMS to dismiss at any time.
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6. With the dismissal, change in the nomenclature of the position, transfer of duties, and appointment of the Company's Management as referred to in
numbers 1, 2, 3, and 4, the composition of the Company's Management will be as follows:
a. Board of Directors
1) President Director : Hery Gunardi
2) Deputy President Director : Viviana Dyah Ayu Retno Kumalasari*
3) Director of Legal & Compliance : Mahdi Yusuf*
4) Director of Operations : Hakim Putratama
5) Director of Corporate Banking : Riko Tasmaya (Riko Adythia)
6) Director of Network and Retail Funding : Aquarius Rudianto
7) Director of Treasury and International Banking : Farida Thamrin
8) Micro Director : Akhmad Purwakajaya
9) Director of Commercial Banking : Alexander Dippo Paris Y.S
10) Director of Consumer Banking : Aris Hartanto*
11) Director of Finance & Strategy : Achmad Royadi*
12) Director of Risk Management : Ety Yuniarti*
13) Director of Information Technology : Saladin Dharma Nugraha Effendi
b. Board of Commissioners
1) President Commissioner : Kartika Wirjoatmodjo
2) Deputy President Commissioner/ Independent Commissioner : Parman Nataatmadja
3) Commissioner : Helvi Yuni Moraza*
4) Commissioner : Awan Nurmawan Nuh
5) Independent Commissioner : Edi Susianto
6) Independent Commissioner : Lukmanul Khakim*
Description:
*) Can only carry out their duties and functions in their position after obtaining approval for the Fit & Proper Test from OJK.
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7. Request the Board of Directors to submit a written request to OJK to conduct the Fit & Proper Test for the members of the Board of Directors appointed
as referred to in number 4, in accordance with the applicable provisions.
8. Members of the Board of Directors appointed as referred to in number 4 who are still serving in other positions that are prohibited by laws and
regulations to be concurrently with the position of the Board of Directors of State-Owned Enterprises, then the person concerned must resign or be
dismissed from the position.
9. To grant power of attorney with the right of substitution to the Board of Directors of the Company to declare the decision of this GMS in the form of
a Notary Deed and before the Notary or authorized officer, and make necessary adjustments or improvements if required by the authorities for the
purpose of implementing the content of the meeting resolution.
Jakarta, December 18, 2025
PT Bank Rakyat Indonesia (Persero) Tbk
BOARD OF DIRECTORS
Integrity, Collaborative, Accountability, Growth Mindset, Customer Focus
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Appendices
Agenda Shareholders/Number of Shares Questions/Opinions
2 PT Danantara Asset Management The implementation of the RKAP approval is carried out in accordance with Good
(Persero) / 80,610,976,875 shares. Corporate Governance and applicable regulations, taking into account the fairness of
information disclosure, the obligation to maintain confidentiality, and the best interests
of the Company.
Integrity, Collaborative, Accountability, Growth Mindset, Customer Focus
Names mentioned 26 people and organisations named in the text · linked when the evidence is strong
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Financial Services Authority
p.2 ×2
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PT Kustodian Sentral Efek Indonesia
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no RUPS minutes content - likely misclassified