20250626_BNGA_Ringkasan Risalah//Risalah RUPS_31909236_lamp5.pdf

Director JOHN SIMON

Director concurrently as Compliance Director :  FRANSISKA OEI
Director :. PANDJI P.DJAJANEGARA
Director 1 HENKY SULISTYO
Director 1: RUSLY JOHANNES
Director NOVIADY WAHYUDI
Director 1. RICO USTHAVIA FRANS(”)
SHARIA SUPERVISORY BOARD
Chairman 1 PROF. DR. M. OURAISH SHIHAB, MA
Member 1 PROF.DR. FATHURRAHMAN DJAMIL,MA
Member 1. DRYULIZAR DJAMALUDDIN SANREGO,M.EEC.
AUDIT COMMITTEE
Chairman (concurrentiy as Member) 1 DODY BUDI WALUYO
Member : GLENN MUHAMMAD SURYA YUSUF
Member : ENDANG KUSSULANJARI S.
Member 1 ANGELIOUE DEWI DARYANTO

(") Effective since the closure of the Annual GMS dated April, 14th 2025 and upon obtaining the OJK
approval and/or fulfilled of the reguirements as determined in the OJK approval

The members of the BOC, BOD, SSB and the Company's Audit Committee including the Chairman
of the committees under the BOC of the Company attended the Meeting, both physically and via video
conference, from the Meeting Room, Floor Mj likewise, the professionals and supporting institutions,
namely the Notary and Securities Administration Bureau, as well as the Company's Shareholders
and/or their Representatives present physically occupied the Meeting Room, Floor M.

The Meeting was attended and/or represented by the Company's Shareholders, all of whom have
23.780.066.661shares or representing 94,5823Y4 of the total number of shares with valid voting rights
issued by the Company (comprising both Class A and Class B shares), totaling 25,142,205,843
(twenty-five billion one hundred forty-two million two hundred five thousand eight hundred forty-
three) shares, were present or represented. Therefore, it fulfilled the reguired Meeting guorum, for the
15 to 4" agenda items at least 3/4 (three fourths), for the 5" agenda item at least 2/3 (two-thirds) and
for the 6" and 7" agenda items at least 1/2 (one-half) of the total shares issued by the Company with
voting rights.

Announcement and Invitation of the Meeting have been published in accordance with the Article 11

and 12 of the Company's Articles of Association and the Financial Services Authority Regulation

(hereinafter referred to as the “OJK Regulation”) No. 15/POJK.04/2020 on the Plan and

Implementation of the General Meeting of Shareholders of Publicly-Held Companies, as follows:

1. Notification of the Meeting's plan has been submitted to the Financial Services Authority (Otoritas
Jasa Keuangan — “OJK”), Indonesia Stock Exchange (“IDX”), and Indonesia Central Securities
Depository (PT Kustodian Sentral Efek Indonesia — “KSEP”) on May 2” 2025,

2. Announcement to the Shareholders of the Company has been published and uploaded in Bahasa
Indonesia and English on the Company's website at www.cimbniaga.co.id (the “Company's
Website”), IDX's website at www.idx.co.id (the “IDX's Website”) and KSEIs website through
the Electronic General Meeting System KSEI (“eASY.KSEI”) Application at
https://easy.ksei.co.id (“eASY.KSEI Application”) on May 9" 2025:

3. Invitation to the Shareholders of the Company to attend the Meeting On May 28" 2025
(28 days prior to the Meeting) has been published and uploaded in both Bahasa Indonesia and
English on the Company's Website, IDX”s Website, and eASY.KSEI Application,

4. Explanation of all Agenda and materials of the Meeting have been uploaded on the Company's
Website on May 28" 2025, including the Spin-Off Design, the Draft of Spin-Off Deed, the Draft
of PT Bank CIMB Niaga Syariah Establishment Deed, Matrix Changes of the Company's Articles
of Association, Rules of Conduct of the Meeting, Form of the Power of Attorney (“POA”), Video
of the Electronic Voting Procedures at the Meeting Venue and eASY.KSEI Guidelines for The
Shareholders (including the guideline for Electronic Voting through eASY.KSEI Application or
“eASY.KSEI e-Voting”).

The Meeting was chaired by DIDI SYAFRUDDIN YAHYA as President Commissioner
(Independent) based on Article 12 paragraph 12.3 of the Company's Articles of Association and the
BOC Circular Resolutions Number 022/DEKOM/KP/V/2025 dated May, 27" 2025

The Meeting was held electronically by using eASY.KSEI Application with due observance of OJK
Regulation No. 16/POJK.04/2016 regarding Implementation of Electronic General Meetings of
Shareholders of Publicly-Held Companies in conjunction with Article 12 paragraph 12.1. of the
Company's AOA. All participants present physically or electronically in the Third Meeting were able
to actively participate and engage in the proceedings.

In order to maintain the independence and secrecy of the Shareholders in the voting process, voting in
the Meeting shall be conducted in private. The Meeting resolutions are adopted in accordance with the
Meeting guorum. Voting was conducted on each Agenda of the Meeting. For the Shareholders and/or
their proxies who attend the Meeting physically, the voting was conducted individually and
electronically (“e-Voting”) at the Meeting Venue (“e-Voting at the Meeting Venue”) by using
smartphone, other mobile devices (tablet and others) or touch screen monitor provided by the
Company, so that the shareholders” votes confidentiality can be preserved. For the Shareholders and/or
their proxies who attend the Meeting electronically, can do the process of eASY.KSEI e-Voting.
While, for the Shareholders who authorize the proxy with e-Proxy mechanism, are considered
exercising their rights through eASY.KSEI and not allowed to conduct the e-Voting at the Meeting
Venue process.

In the agenda of the Meeting, it has been provided an opportunity to the Shareholders to raise guestions
and/or convey opinions for each agenda of the Meeting.

The Meeting has adopted the resolutions as set forth in the deed of “Minutes of the Extraordinary
General Meeting of Shareholders of PT BANK CIMB NIAGA Tbk”, dated June 26" 2025
number 98 which minutes was drawn up before me, the Notary, which substantially as follows:

In First Agenda of the Meeting:
The results of the voting conducted at the Meeting and through eASY.KSEI were as follows:

Number of votes unagreed 3 521.400 - 0,0022”o
Abstain B 46.842.200 -— 0,1970Yo
Number of votes agree 8 23.732.703.061 — — 99,8008 Yo
Affirmative votes 8 23.779.545.261 - 99,9978 Yo

“Therefore The meeting with majority vote of 23.779.545.261 shares or representing 99,99785

of the total votes issued in the Meeting resolved:

1. Approved the separation (spin-off) of the Sharia Business Unit of
PT Bank CIMB Niaga Tbk by establishing a legal entity PT Bank CIMB Niaga Syariah, and
to authorize any other actions that may be reguired to implement such separation
("Spin-Off'), including to carry out a capital participation in PT Bank CIMB Niaga Syariah:

2.  Approved to grant power and authority to the Board of Directors ("BOD"") of the Company
with the right of substitution, to perform any and all necessary actions in relation to matters
pertaining to such Spin-Off with due observance of the Company's Articles of Association
and prevailing laws and regulations, and

3.  Ratified all actions that have been taken by the BOD and/or Board of Commissioners
("BOC") of the Company without any exception in relation to matters pertaining to such
Spin-Off with due observance of the Company's Articles of Association and prevailing laws
and regulations.”

In Second Agenda of the Meeting:
The results of the voting conducted at the Meeting and through eASY.KSEI were as follows:

Number of votes unagreed ” : 521.400  - 0,0022Yo
Abstain 2 46.842.200 — 0,1970Yo
Number of votes agree $ 23.732.703.061 — — 99,8008 Yo
Affirmative votes 2 23.779.545.261  — 99,9978 Yo

“Therefore The meeting with majority vote of 23.779.545.261 shares or representing

99,9978”o of the total votes issued in the Meeting resolved:

1.  Approved the Spin-Off Design of the Sharia Business Unit of PT Bank CIMB Niaga Tbk
prepared by the Company's BOD and approved by the Company's BOC,

2.  Approved to grant power and authority to the BOD of the Company with the right of
substitution, to perform any and all necessary actions in relation to matters pertaining to
the Sharia Business Unit of PT Bank CIMB Niaga Tbk Spin-Off Design with due observance
of the Company's Articles of Association and prevailing laws and regulations, and

3.  Ratified all actions that have been taken by the BOD and/or the BOC of the Company
without any exception in relation to matters relating to the Spin-Off Design with due
observance of the Company's Articles of Association and prevailing laws and regulations.”

In Third Agenda of the Meeting:
The results of the voting conducted at the Meeting and through eASY.KSEI were as follows:

Number of votes unagreed ” : 521.400  — 0,0022Yo
Abstain : 46.842.200 — 0,1970Yo
Number of votes agree : 23.732.703.061 — — 99,8008 Yo
Affirmative votes : 23.779.545.261  -— 99,9978 Yo

“Therefore The meeting with majority vote of 23.779.545.261 shares or representing 99,9978/o

of the total votes issued in the Meeting resolved:

1. Approved the Draft of Spin-Off Deed.

2. Approved to grant of power and authority to the BOD of the Company with the right of
substitution, to take any and all actions in relation to matters relating to the Draft of Spin-
Off Deed with due observance of the Company's Articles of Association and prevailing laws
and regulations, including to make or reguest to make all necessary deeds, letters and
documents, appear before the authorized parties/officials, to apply for approval and/or
make notification to the authorized parties/officials to obtain approval from OJK in
accordance with the prevailing laws and regulations and to make amendments and/or
additions in the form necessary to obtain such approval or receipt of notification, and to
carry out other actions that may be reguired without any exception: and

3.  Ratified all actions that have been taken by the Company's BOD and/or BOC without any
exception in relation to the matters relating to the Spin-Off Deed with due observance of the
Company's Articles of Association and prevailing laws and regulations.”

In Fourth Agenda of the Meeting:
The results of the voting conducted at the Meeting and through eASY.KSEI were as follows:

Number of votes unagreed ” : 521.400 - 0,0022Yo
Abstain 8 46.842.200 - 0,1970Yo
Number of votes agree 3 23.732.703.061 - 99,8008 Yo
Affirmative votes : 23.779.545.261 - 99,9978 Yo

“Therefore The meeting with majority vote of 23.779.545.261 shares or representing 99,9978/o

of the total votes issued in the Meeting resolved:

1. Approved the Draft of Establishment Deed of the Sharia Commercial Bank as the result of
Spin-Off, namely the Establishment Deed of PT Bank CIMB Niaga Syariah:

2. Approved to grant power and authority to the BOD of the Company with the right of
substitution, to perform any and all necessary actions in relation to matters pertaining to
the Deed of Establishment of PT Bank CIMB Niaga Syariah, including but not limited to
signing the Deed of Establishment of PT Bank CIMB Niaga Syariah, apply for legalization
of PT Bank CIMB Niaga Syariah as a legal entity from Ministry of Law of Republic of
Indonesia and relevant institutions, and to carry out other actions that may be reguired
without any exception with due observance of the Company's Articles of Association and
prevailing laws and regulations, and

3.  Ratified all actions that have been taken by the Company's BOD and/or BOC without any
exception in relation to matters relating to the Deed of Establishment of
PT Bank CIMB Niaga Syariah with due observance of the Company's Articles of
Association and prevailing laws and regulations.”

In Fifth Agenda of the Meeting:
“The results of the voting conducted at the Meeting and through eASY.KSEI were as follows:

Number of votes unagreed 3 521.400 - 0,0022”o
Abstain : 46.842.200 - 0,1970Yo
Number of votes agree 4 23.732.703.061 - 99,8008 Yo
Affirmative votes 5 23.779.545.261 - 99,9978 Yo

“Therefore The meeting with majority vote of 23.779.545.261shares or representing 99,9978 Yo
of the total votes issued in the Meeting resolved:
1. Approved the amendments to the Company's Articles of Association effective on the Spin-
Off Effective Date, namely:

@ to delete references to sharia business activities from Article 3 (Purpose, Objectives
and Business Activities):
(ii) to delete references to the Sharia Supervisory Board from Article 11 (General

Meeting of Shareholders), and
(iii) — to delete Article 20 (Sharia Supervisory Board) and Article 21 (Duties and
Authorities of the Sharia Supervisory Board),
while also taking into account the implementation of the 2020 Indonesian Standard
Industrial Classification (KBLI), with the full details of the amendments to the Company's
Articles of Association will be presented during the Meeting,

2. Approved to grant power and authority to the BOD of the Company with the right of
substitution, to restate the resolution regarding the amendments of the Company's Articles
of Association in a notary deed, to notify/report to the authorities, and with due regard to
the foregoing, to perform any necessary actions in accordance with the laws and regulations,
and

3. Ratified all actions that have been taken by the Company's BOD and/or BOC without any
exception in relation to matters relating to the amendment of the Company's Articles of
Association with due observance of the Company's Articles of Association and prevailing
laws and regulations.”

In Sixth Agenda of the Meeting:
“The results of the voting conducted at the Meeting and through eASY.KSEI were as follows:

Number of votes unagreed : 520.800 - 0,0022”o
Abstain : 46.842.200 - 0,1970Yo
Number of votes agree 4 23.732.703.661 - 99,8008 Yo
Affirmative votes 5! 23.779.545.861 - 99,9978 Yo

“Therefore The meeting with majority vote of 23.779.545.861 shares or representing 99,9978 4
of the total votes issued in the Meeting resolved:

1. Approved the dissolution and received the proposal resignation of all members of the Sharia
Supervisory Board and provided full release and discharge (acguit de charge) of their
responsibilities during their positions as long as the actions are reflected in the Company's
books and not conflict or violate the applicable laws and regulations and thanked them for
their contributions and services effective on the Spin-Off Effective Date, and

2. Approved to grant of power and authority to the BOD of the Company with the right of
substitution, to restate the resolution regarding the decision of this Meeting's agenda in the
notary deed and to report to the authorities, and with due regard to the foregoing, to
perform any acts necessary in accordance with the laws and regulations.

With the effective resignation of all members of the Sharia Supervisory Board and the
effective Spin-Off on the Spin-Off Effective Date, the Company dissolves the Sharia
Supervisory Board organ in the Company.”

In Seventh Agenda of the Meeting:
“The results of the voting conducted at the Meeting and through eASY.KSEI were as follows:

Number of votes unagreed 8 383.538.145 - 1,6129Y0
Abstain : 46.842.200 - 0,1970Yo
Number of votes agree 1. 23.349.686.316 - 98,1902Yo
Affirmative votes : 23.396.528.516 - 98,3871Y0

“Therefore The meeting with majority vote of 23.396.528.516 shares or representing 98,3871”/o

of the total votes issued in the Meeting resolved:

I. Accepting the proposal resignation of PANDJI P. DJAJANEGARA from his position as
Director of the Company and provided full release and discharge (acguit de charge) of his
responsibilities during his positions as long as the actions are reflected in the Company's
books and not conflict or violate the applicable laws and regulations and thanked him for his
contributions and services effective on the Spin-Off Effective Date.

Thus, the composition of the Company's BOD effective on the Spin-Off Effective Date are as

follows:“

BOARD OF DIRECTORS
President Director
Director

Director

Director concurrently Compliance
Director

Director

Director

Director

Director

Director

LANI DARMAWAN
LEE KAI KWONG

: JOHN SIMON
: FRANSISKA OEI

: HENKY SULISTYO

: JONI RAINI

2 RUSLY JOHANNES

: NOVIADY WAHYUDI

: RICO USTHAVIA FRANS""

« Effective on the Spin-Off Effective Date
“x Effective since the closure of the Annual GMS dated 14 April 2025 and upon
obtaining the OJK approval and/or fulfilled of the reguirements as determined in the

OJK approval.

2. Approved to grant of power and authority to the BOD of the Company with the right of
substitution, to restate the resolution regarding the Change to the Company's BOD
Composition in the notary deed and to report to the authorities, and with due regard to the
foregoing, to perform any acts necessary in accordance with the laws and regulations.”

In witness whereof, this resume is delivered preceding the produce of official copy of the aforementioned

deed, which soon I shall deliver to the Company after it is comple