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20251128_BRIS_Pemanggilan RUPS_31988506_lamp2.pdf
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DRAFT 24082022
INVITATION
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT BANK SYARIAH INDONESIA TBK
The Board of Directors of PT Bank Syariah Indonesia Tbk (hereinafter referred to as the
“Company”), domiciled in South Jakarta, hereby invites the Company’s Shareholders to
attend the Extraordinary General Meeting of Shareholders (hereinafter referred to as the
“Meeting”), which will be held electronically as follows:
Day/Date : Monday, 22 December 2025
Time : 2.00 pm until the meeting concludes
Venue and Mechanism : Central Jakarta, through the Electronic General Meeting
System of KSEI (“eASY.KSEI”) accessible via
https://akses.ksei.co.id/ provided by PT Kustodian Sentral
Efek Indonesia (“KSEI”).
The Meeting will be held with the following Agenda:
1. Approval of the Amendments to the Company’s Articles of Association
Legal Basis & Explanation:
i. Legal Basis:
a) Law Number 40 of 2007 concerning Limited Liability Companies as amended by
Law Number 6 of 2023 concerning Enactment of Regulation of the Government in
Lieu of Law Number 2 of 2022 on Job Creation into Law (“Company Law”).
b) 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 (“SOE Law”).
c) Financial Services Authority Regulation Number 2 of 2024 concerning
Implementation of Sharia Governance for Sharia Commercial Banks and Sharia
Business Unit (“POJK 2/2024”).
d) Articles of Association of PT Bank Syariah Indonesia Tbk (“BSI Articles of
Association”).
e) Letter from the State-Owned Enterprise Regulatory Agency of the Republic of
Indonesia (BP BUMN) Number S-23/BPU/10/2025 dated 28 October 2025
regarding Amendments to the Articles of Association.
ii. Explanation:
a) Based on the provisions in the State-Owned Enterprises Law, the existence of
special rights of the Republic of Indonesia in the ownership of Series A Dwiwarna
Shares in BSI causes the Company's status to be categorized as a State-Owned
Enterprise, so that in accordance with the provisions in Article 94 of the State-
Owned Enterprises Law, the Company is obliged to comply with the provisions of
the State-Owned Enterprises Law.
b) Under Article 8 paragraph (1) of POJK 2/2024 and its elucidation, the Sharia
Supervisory Board is recognized as a key organ of the bank, equivalent to the Board
of Directors and the Board of Commissioners. With the enactment of POJK 2/2024,
the Company, as a Sharia Commercial Bank, is also required to amend its Articles
of Association to incorporate provisions on Sharia governance in accordance with
POJK 2/2024 and its implementing regulations.
c) In accordance with Article 19 paragraph (1) of the Company Law and Article 29
paragraph (2) of the BSI Articles of Association, any amendments to the Articles of
Association must be determined by the General Meeting of Shareholders.
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DRAFT 24082022
d) Based on Article 5 paragraph (4) letters c.1) & c.3) of the BSI Articles of Association,
Series A Dwiwarna Shareholders holds special rights:
- approve amendments to BSI's articles of association at the GMS; and
- propose and convene the GMS and the agenda items for the GMS.
2. Delegation of Authority for the Approval of the Company’s Work Plan and Budget for
the Year 2026
Legal Basis & Explanation:
i. Legal Basis:
a) SOE Law
b) Letter from the State-Owned Enterprise Regulatory Agency of the Republic of
Indonesia (BP BUMN) Number SR-62/BPU/11/2025 dated 14 November 2025
regarding Approval for the Convening of the Extraordinary General Meeting of
Shareholders (EGMS) of PT Bank Syariah Indonesia Tbk for the Year 2025 (“BP
BUMN Letter dated 14 November 2025”)
ii. Explanation:
a) Pursuant to Article 15G paragraphs (3), (5), and (6) of the SOE Law, the Board of
Directors is required to prepare the annual Corporate Work Plan and Budget and
submit it to the General Meeting of Shareholders for approval, after prior review by
the Board of Commissioners.
b) Based on the BP BUMN Letter of November 14, 2025, this agenda item has been
approved to be decided at the Meeting.
Notes:
1. The Company will not send a separate invitation to the Shareholders because this invitation
complies with Article 14 paragraph (9) of the Company’s Articles of Association and
therefore constitutes an official invitation for the Shareholders to attend the Meeting.
2. Shareholders entitled to attend the Meeting are those whose names are recorded in the
Company’s Shareholder Register and/or owners of the Company’s shares in the securities
account balance in the Collective Custody of PT Kustodian Sentral Efek Indonesia
(hereinafter referred to as “KSEI”) on Thursday, November 27, 2025, at 16:15 WIB
(hereinafter referred to as “Eligible Shareholders”).
3. In accordance with OJK Regulation Number 14 of 2025 dated June 20, 2025 concerning
the Electronic Implementation of General Meetings of Shareholders, Bondholders, and
Sukuk Holders (“POJK e-GMS”) and KSEI Regulation Number XI-B of 2022 concerning
Procedures for Electronic General Meetings of Shareholders accompanied by electronic
voting through the KSEI Electronic General Meeting System (eASY.KSEI):
a. The Meeting will be held electronically via eASY.KSEI at the Meeting venue. Pursuant
to Article 24 paragraph (5) of POJK e-GMS and considering room capacity, the
Company reserves the right to limit the number of Shareholders who may attend the
Meeting physically.
b. The Company urges Shareholders to attend the Meeting electronically or grant a proxy
through the eASY.KSEI facility by following these procedures:
1) Shareholders must first be registered in the KSEI Securities Ownership Reference
Facility (“AKSes KSEI”). Shareholders who are not yet registered are requested to
complete their registration via https://akses.ksei.co.id.
2) Registered Shareholders may grant a proxy through eASY.KSEI via
https://easy.ksei.co.id (“e-Proxy”).
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DRAFT 24082022
3) Shareholders may declare their proxy and vote, change proxy appointments and/or
voting choices for Meeting Agenda, or revoke a proxy, from the date of this invitation
until no later than 1 (one) business day before the Meeting, namely Friday, 19
December 2025, at 12:00 WIB.
c. The following are matters that need to be considered during the registration process for
Shareholders who will attend the Meeting electronically through eASY.KSEI:
1) Shareholders registering for electronic attendance must complete
registration on the Meeting day under the following conditions:
a) Individual local Shareholders who have not declared attendance or proxy in
eASY.KSEI by the deadline and wish to attend electronically.
b) Individual local Shareholders who have declared attendance but have not set
voting choices in eASY.KSEI by the deadline and wish to attend electronically.
c) Proxy holders appointed by Shareholders who granted a proxy to an
Independent Representative or Individual Representative but have not set
voting choices in eASY.KSEI by the deadline.
d) Proxy holders appointed by Shareholders who granted a proxy to a
participant/intermediary (Custodian Bank or Securities Company) and have set
voting choices in eASY.KSEI by the deadline.
2) Any delay or failure in electronic registration for any reason will result in the
Shareholder or Proxy being unable to attend electronically, and their shareholding
will not be counted toward the quorum.
3) Further details on registration, usage, and procedures are available on eASY.KSEI
system and AKSes KSEI at https://akses.ksei.co.id/ and/or https://easy.ksei.co.id
or on the Company’s website.
d. The Chairperson of the Meeting, the Board of Directors, the Board of Commissioners
and the Sharia Supervisory Board as well as capital market supporting professionals
who assist in the implementation of the Meeting attend the Meeting at the location where
the Meeting is held.
4. Meeting materials will be available during business hours from the date of this invitation until
the Meeting date and can be downloaded from the Company’s website in accordance with
Article 18 paragraphs (1) and (2) of the Financial Services Authority Regulation Number
15/POJK.04/2020 concerning the Planning and Implementation of General Meeting
Shareholders for Public Companies.
Jakarta, 28 November 2025
Board of Directors
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PT Kustodian Sentral Efek Indonesia
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Financial Services Authority
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