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20250805_BMRI_Ringkasan Risalah//Risalah RUPS_31930113_lamp3.pdf
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SUMMARY OF MINUTES OF
THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
PT BANK MANDIRI (PERSERO) Tbk
Board of Directors of PT Bank Mandiri (Persero) Tbk (hereinafter referred to as the
"Company") domiciled in South Jakarta, hereby announces that the Extraordinary
General Meeting of Shareholders (hereinafter referred to as the "Meeting") has been
held on:
Day, date : Monday, August 4, 2025
Time : 09.15 to 09.54 WIB (Western Indonesia Time Zone)
Venue : Assembly Hall, Menara Mandiri I 9th floor
Jl. Jenderal Sudirman Kav 54-55, Jakarta 12190
The Meeting was presided over by Mr. Kuswiyoto, as the President/Independent
Commissioner, who was appointed based on the Meeting Resolution of Board of
Commissioners of the Company dated July 3, 2025 in accordance with the Minutes of
the Board of Commissioners Meeting No. DK.INT/17/2025, and attended by Members
of the Board of Commissioners and the Board of Directors of the Company as follows:
Board of Commissioners:
President / Independent Commissioner : Kuswiyoto;
Vice President / Independent : Zainudin Amali;
Commissioner
Commissioner : Muhammad Yusuf Ateh;
Commissioner : Luky Alfirman;
Commissioner : Yuliot;
Independent Commissioner : Mia Amiati;
Board of Directors:
President Director : Darmawan Junaidi;
Vice President Director : Riduan;
Operations Director : Toni E.B. Subari;
Information Technology Director : Timothy Utama;
Human Capital and Compliance Director : Eka Fitria;
Risk Management Director : Danis Subyantoro;
Commercial Banking Director : Totok Priyambodo;
Corporate Banking Director : Mochamad Rizaldi;
Consumer Banking Director : Saptari;
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Treasury and International Banking : Ari Rizaldi;
Director
Finance and Strategy Director : Novita Widya Anggraini;
Network and Retail Funding Director : Jan Winston Tambunan.
as well as shareholders and their proxies as the representatives of shareholders who
were present either physically or electronically through the Electronic General Meeting
System of the Kustodian Sentral Efek Indonesia/Indonesian Central Securities
Depository (hereinafter referred to as "eASY.KSEI") totally represented 80,934,188,202
shares including Series A Dwiwarna Share or constituting 86.7152017% of the total
number of shares with valid voting rights that have been issued by the Company until
the day of the Meeting, namely as many as 93,333,333,332 shares consisting of:
1 (one) Series A Dwiwarna share; and
93,333,333,331 Series B shares;
by taking into account the Company's Shareholders Register on July 11, 2025 until 16.00
Western Indonesia Time Zone.
Meeting Agenda
The Meeting was held with the Agenda of Changes to the Company's Management.
Questions & Answers Session
In the pertaining Meeting Agenda of the Meeting, the opportunity was given to
Shareholders and proxies of Shareholders of the Company who were present physically
or electronically to submit questions and/or opinions and there was 1 (one) questioner.
Resolutions-Making Mechanism
The resolutions-making mechanism in the Meeting was carried out by deliberation to
reach a mutual consensus in accordance with Article 40 of the Financial Service
Authority Regulation (“OJK”) No.15/POJK.04/2020 concerning Plan and
Implementation of the General Meeting of Shareholders of Public Companies (“POJK
No.15/2020”) with due observance of Article 28 of POJK No.15/2020. In the event the
deliberation for reaching a mutual consensus is not reached, the resolution shall be
taken by voting, accordingly. The voting was carried out using the unsigned folded
ballots.
Independent Party for Voting Count
The company has appointed the independent parties, i.e. Notary Utiek R.
Abdurachman SH., MLI., MKn and PT Datindo Entrycom for carrying out the votes count
and/or validation.
Meeting Resolutions
RESULTS DISSENTING ABSTAINED AFFIRMATIVE
(Including one Dwiwarna
series A Share)
Number of Shares 23,564,151,075 1,011,229,678 56,358,807,449
Percentage 29.1152004 % 1.2494469 % 69.6353527 %
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In accordance with the provisions of the Meeting Rules that Shareholders who do not
vote (abstained) are considered to have cast the same votes as the majority votes of
Shareholders who cast votes.
Therefore:
“The meeting with the majority votes namely 57,370,037,127 shares or constituting
70,8847996 % of the total votes cast in the Meeting have resolved:
1. To respectfully dismiss the names mentioned below as the members of the Board
of Directors of the Company:
1) President Director : Darmawan Junaidi;
2) Operations Director : Toni E. B. Subari.
Each of them was appointed based on the Decision of the Annual GMS for the
2021 Financial Year dated March 10, 2022, and the Annual GMS for the 2024
Financial Year dated March 25, 2025.
2. Transferring the assignment of the names mentioned below as members of the
Board of Directors of the Company as follows:
No Name Before After
1) Riduan Vice President Director President Director
2) Timothy Utama Information Technology Operations Director
Director
Each of them was appointed based on the Annual GMS Resolution for the 2024
Financial Year dated March 25, 2025 in conjunction with the Annual GMS Resolution
for the 2023 Financial Year dated March 7, 2024, in conjuction with the Annual GMS
Resolution for the 2022 Financial Year dated March 14,2023, and the Annual GMS
Resolution for the 2020 Financial Year dated March 15, 2021, with a term continuing
for the remainder of each respective tenure in accordance with the GMS resolution
under which they were appointed.
3. Appointing the names mentioned below as the Company's Management:
1) Vice President Director : Henry Panjaitan
2) Information Technology Director : Sunarto
3) Independent Commissioner : Zulkifli Zaini
4. The term of office of the appointed members of the Board of Directors and Board
of Commissioners as referred to in point 3, shall be in accordance with the
provisions of the Articles of Association of the Company, with due observance of
the laws and regulations in the Capital Market sector and without prejudice to the
right of the GMS to dismiss them at any time.
5. With the confirmation of dismissal, transfer of duties, and appointment of the
Company's Management as referred to in point 1, point 2, and point 3, the
composition of the Company's Management is as follows:
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a. Board of Director
1) President Director : Riduan;
2) Vice President Director : Henry Panjaitan;
3) Director of Risk Management : Danis Subyantoro;
4) Director of Treasury and : Ari Rizaldi;
International Banking
5) Director of Finance and : Novita Widya Anggraini;
Strategy
6) Director of Consumer Banking : Saptari;
7) Director of Network and Retail : Jan Winston;
Funding
8) Director of Commercial : Totok Priyambodo;
Banking
9) Director of Corporate Banking : Mochamad Rizaldii;
10) Director of Human Capital and : Eka Fitria;
Compliance
11) Director of Information : Sunarto;
Technology
9) Director of Operations : Timothy Utama.
b. Board of Commissioners
1) President Commissioner/ : Kuswiyoto;
Independent
2) Vice President Commissioner/ : Zainudin Amali;
Independent
3) Commissioner : Muhammad Yusuf Ateh;
4) Commissioner : Luky Alfirman;
5) Commissioner : Yuliot;
6) Independent Commissioner : Mia Amiati;
7) Independent Commissioner : Zulkifli Zaini.
6. Requesting the Board of Directors to submit a written request to the Financial
Service Authority for the implementation of the Fit and Proper Test for the
appointed members of the Board of Directors and the Board of Commissioners as
referred to in point 3 and members of the Board of Directors who have been
reassigned as referred to in point 2 item 1), in accordance with the applicable
provisions.
7. For members of the Board of Directors and Board of Commissioners appointed as
referred to in point 3 who still hold other positions that are prohibited by law from
being concurrently held with the position of member of the Board of Director and
Board of Commissioners of a State-Owned Enterprise, the person concerned must
resign or be dismissed from that position.
8. Granting power of attorney with substitution rights to the Company’s Board of
Directors to declare the resolutions of this Meeting in the form of a Notarial Deed
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and to appear before a Notary or authorized official, and to make any necessary
adjustments or revisions if required by the competent authority for the purpose
of implementing the contents of the Meeting’s resolutions.
Jakarta, August 5, 2025
PT Bank Mandiri (Persero) Tbk
BOARD OF DIRECTOR
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Names mentioned 24 people and organisations named in the text · linked when the evidence is strong
unresolved
person
Toni E.B. Subari
p.1
unresolved
org
Sentral Efek Indonesia
p.2
unresolved
person
MLI.
p.2
unresolved
org
PT Datindo Entrycom
p.2
unresolved
—
Timothy
p.3
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