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20250624_BGTG_Ringkasan Risalah//Risalah RUPS_31907945_lamp1.pdf
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PT BANK GANESHA Tbk
DOMICILED IN CENTRAL JAKARTA
(“The COMPANY”)
ANNOUNCEMENT OF THE SUMMARY OF THE MINUTES OF
THE COMPANY’S ANNUAL GENERAL MEETING OF SHAREHOLDERS
In compliance with the provisions of Article 20 paragraphs 4 and 5 of the Articles of Association
of the Company, the Company’s Board of Directors hereby announces the summary of the
minutes of the Annual General Meeting of Shareholders (the “Meeting”), which are as follows:
A. Enforcement of the Meeting
Date : Friday, June 20, 2025
Time : 10.20 am – 11.38 am Western Indonesian Time
Venue : Sakura Room - Grand Tropic Suites Hotel
Jl. Letjen S. Parman Kav. 3, West Jakarta
The agenda of the Meeting:
1. a. Approval of the Annual Report including the ratification of the Company’s Annual
Financial Statements and the Report of the Board of Commissioners Supervisory
Duties for the book year ended on December 31, 2024.
b. Determination of the Company’s appropriation of profit for the book year 2024.
2. Appointment of an Independent Public Accountant to audit the Company’s Annual
Financial Statements for the book year 2025.
3. Determination of salary and other allowance of the members of the Company's Board of
Directors and determination of the honorarium and other allowance of the members of the
Company's Board of Commissioners.
4. Approval of the Company's Recovery Plan.
5. Changes in the composition of the members of the Board of Directors and Board of
Commissioners of the Company.
6. Amendment to the Company's articles of association.
B. Members of the Company’s Board of Directors and Board of Commissioners who were
present in the Meeting:
President Director : Mrs. Lenny Sugihat
Vice President Director : Mr. Setiawan Kumala
Director : Mr. Arif Wicaksono
Director : Mr. Suroso
Director : Mr. Ibrahim
President Commissioner : Mr. Marcello Theodore Taufik
Vice President Commissioner : Mrs. Lisawati
Commissioner Independent : Mr. Sudarto
Commissioner Independent : Mr. Trisna Chandra
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C. The Meeting was attended and represented by 19,586,871,895 shares with valid voting rights
or 81.71% of the total shares issued by the Company.
D. The Meeting has provided an opportunity to the shareholders to ask questions and/or give
opinions related to the agenda of the Meeting.
E. The number of shareholders or their proxies who asked questions and/or gave opinions
related to the agenda of the Meeting:
First Agenda : there were 2 shareholders who asked questions.
Second Agenda : there were no shareholders who raised questions and/or gave opinions.
Third Agenda : there are no shareholders who raise questions and/or give opinions.
Fourth Agenda : there are no shareholders who raise questions and/or give opinions.
Fifth Agenda : there were no shareholders who raised questions and/or gave opinions.
Sixth Agenda : there were no shareholders who raised questions and/or gave opinions.
F. Decision-making mechanism of the Meeting:
Meeting decisions are made openly and carried out by deliberation for consensus. If
deliberation for consensus is not achieved, decision making is carried out by voting.
G. Voting result for each agenda item of the Meeting:
Agenda Approve Not Approve Abstain
19.584.360.395 2.511.500
1 0
99,987% 0,013%
19.584.360.395 2.511.500
2 0
99,987% 0,013%
19.584.360.395 2.511.500
3 0
99,987% 0,013%
19.584.360.395 2.511.500
4 0
99,987% 0,013%
19.574.254.495 12.617.400
5 0
99,936% 0,064%
19.574.254.495 12.617.400
6 0
99,936% 0,064%
H. Meeting Decision
First Meeting Agenda :
The Meeting with a majority vote, decided :
For point (a) of Agenda Item 1:
1. Approved the Company's Annual Report for the financial year 2024.
2. To ratify the Company's Annual Financial Statements for the financial year 2024, which
have been audited by the Public Accounting Firm “Purwantono, Sungkoro & Surja”,
where Mr. Christophorus Alvin Kossim, as Partner has been appointed as the
Company's Independent Public Accountant, as evident in his Report Number
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00518/2.1032/AU.1/07/1681-3/1/III/2025, dated March 27, 2025, with the opinion
“Reasonable, in all material respects”.
3. Approved the Board of Directors' Report and ratified the Board of Commissioners'
Supervisory Report for the financial year 2024, as contained in the Company's Annual
Report.
4. With the approval of the Annual Report and the ratification of the Company's Annual
Financial Statements for the financial year 2024, then in accordance with the
provisions of Article 17 paragraph 3 of the Company's articles of association, a full
release of responsibility is given to the members of the Company's Board of Directors
for management actions and to the members of the Company's Board of
Commissioners for supervisory actions, which they have carried out during the
financial year 2024, to the extent that these actions are reflected in the Annual Report
and Annual Financial Statements of the Company in the financial year 2024, except
for fraud, embezzlement and other criminal acts.
For point (b) of Agenda Item 1:
Determining the use of the Company's net profit for the financial year 2024 as follows:
A. amounting to Rp. 1,000,000,000,- shall be kept as the Company's Mandatory Reserve
Fund, to fulfill the provisions of Article 25 paragraph 1 of the Company's articles of
association; and
B. the remainder shall be kept as Retained Earnings to strengthen the Company's capital;
- therefore, for the financial year 2024 there will be no dividends distributed to the
shareholders of the Company.
Second Meeting Agenda:
The Meeting with a majority vote, decided :
To authorize the Board of Commissioners of the Company to:
1. Based on the consideration of the Company's Audit Committee, appoint an Independent
Public Accountant to audit the Statement of Financial Position, Statement of Profit and Loss
and Other Comprehensive Income and other parts of the Company's Financial Statements
for the financial year ending on December 31, 2025; and
2. Determine the amount of honorarium for the Independent Public Accountant and other
requirements related to the appointment.
Third Meeting Agenda :
The Meeting with a majority vote, decided :
Approved to:
a. delegate authority to the Company's Board of Commissioners to determine the amount of
salary and other benefits for members of the Company's Board of Directors.
b. authorize the Company's Board of Commissioners Meeting to determine the honorarium
and other benefits for members of the Company's Board of Commissioners.
c. delegate authority to the Company's Board of Commissioners Meeting to determine the
distribution of salary, honorarium and other benefits among each member of the
Company's Board of Directors and Board of Commissioners.
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Fourth Meeting Agenda :
The Meeting with a majority vote, decided :
a. Approved the Company's Recovery Action Plan which has been recorded in the OJK
supervisory administration in accordance with OJK letter Number S-41/PB.32/2025, dated
February 24, 2025.
b. To approve the Company's Board of Commissioners and Board of Directors to take
necessary actions in relation to the implementation of the Company's Recovery Action
Plan, in accordance with their authority.
Fifth Meeting Agenda :
The Meeting with a majority vote, decided :
I. A. To respectfully dismiss Ms. Lenny Sugihat as the President Director of the Company, with
gratitude for her dedication and contribution to the Company during her tenure;
B. To honorably dismiss Mr. Setiawan Kumala as Vice President Director of the Company,
for further appointment as President Director of the Company; and
C. To respectfully dismiss Ms. Lisawati as Vice President Commissioner of the Company, to
be further appointed as Commissioner of the Company;
provided that:
A. the honorable dismissal of Ms. Lenny Sugihat as President Director of the Company,
effective as of the closing of the Meeting;
B. the appointment of Mr. Setiawan Kumala as President Director of the Company, effective
as of the passing of the fit and proper test (hereinafter referred to as “Fit and Proper”) from
OJK and as long as Mr. Setiawan Kumala has not obtained Fit and Proper, Mr. Setiawan
Kumala continues to serve as Vice President Director of the Company; and
C. the appointment of Ms. Lisawati as Commissioner of the Company, effective as of the
closing of the Meeting.
Therefore:
1. As of the closing of the Meeting until the remaining term of office of the other incumbent
members of the Board of Directors and the Board of Commissioners of the Company,
without prejudice to the right of the General Meeting of Shareholders of the Company to
dismiss them at any time in accordance with the provisions of Article 10 paragraph 2 and
Article 13 paragraph 3 of the Articles of Association of the Company, the composition of
the members of the Board of Directors and the Board of Commissioners of the Company
shall be as follows:
Board of Directors:
Vice President Director : Mr. Setiawan Kumala
Director : Mr. Arif Wicaksono
Director : Mr. Suroso
Director : Mr. Ibrahim
Board of Commissioners :
President Commissioner : Mr. Marcello Theodore Taufik
Commissioner : Mrs. Lisawati
Independent Commissioner : Mr. Sudarto
Independent Commissioner : Mr. Trisna Chandra
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2. As of the date Mr. Setiawan Kumala obtained Fit and Proper from OJK as President
Director of the Company, until the remaining term of office of the other incumbent members
of the Board of Directors and Board of Commissioners of the Company, without prejudice
to the right of the General Meeting of Shareholders of the Company to dismiss at any time
in accordance with the provisions of Article 10 paragraph 2 and Article 13 paragraph 3 of
the Company's articles of association, the composition of the members of the Board of
Directors and Board of Commissioners of the Company is as follows:
Board of Directors:
President Director : Mr. Setiawan Kumala
Director : Mr. Arif Wicaksono
Director : Mr. Suroso
Director : Mr. Ibrahim
Board of Commissioners :
President Commissioner : Mr. Marcello Theodore Taufik
Commissioner : Mrs. Lisawati
Independent Commissioner : Mr. Sudarto
Independent Commissioner : Mr. Trisna Chandra
II. To authorize the Board of Directors of the Company with the right of substitution, to
immediately after the closing of the Meeting and as soon as Mr. Setiawan Kumala obtains
Fit and Proper from OJK as the President Director of the Company, restate the resolutions
adopted in the Fifth Meeting agenda in a separate Notarial deed and then notify and or
register the decision with the Minister of Law of the Republic of Indonesia and or other
authorized agencies and for this purpose take all actions required by applicable laws and
regulations.
Sixth Meeting Agenda :
The Meeting with a majority vote, decided :
I. Amend the provisions of Article 10 paragraph 2 of the Company's articles of association,
so that henceforth it shall read as follows:
------------------------------------------------ DIREKSI ---------------------------------------------------------
----------------------------------------------- ARTICLE 10 -----------------------------------------------------
2. Members of the Board of Directors shall be appointed by the GMS for a term
commencing on the date specified in the GMS appointing them until the closing of the
second Annual GMS following the date of their appointment, without prejudice to the right
of the GMS to dismiss them at any time. -----------------------------------------------------------------
- Members of the BOD whose term of office has expired may be reappointed. ----------------
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II. Amend the provisions of Article 13 paragraph 3 of the Company's articles of association,
so that henceforth it shall read as follows:
--------------------------------------- DEWAN KOMISARIS -------------------------------------------------
---------------------------------------------- ARTICLE 13 ------------------------------------------------------
3. Members of the Board of Commissioners shall be appointed by the GMS for a term
commencing on the date specified in the GMS appointing them until the closing of the
second Annual GMS following the date of their appointment, without prejudice to the right
of the GMS to dismiss them at any time. -----------------------------------------------------------------
- Members of the BOC whose term of office has expired may be reappointed. ----------------
III. To authorize the Board of Directors of the Company with the right of substitution, to restate
the resolution regarding the amendment of the articles of association of the Company as
adopted in the agenda of the Sixth Meeting in a separate Notarial deed and subsequently
notify and or register with the Minister of Law of the Republic of Indonesia and for such
purpose make amendments and or additions in any form required and or required by the
Minister of Law of the Republic of Indonesia, with due observance of the provisions of the
prevailing laws and regulations.
Jakarta, June 24, 2025
Board of Directors of the Company
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Names mentioned 16 people and organisations named in the text · linked when the evidence is strong
unresolved
person
Lenny Sugihat Vice
· President Director
p.1 ×5
unresolved
person
Marcello Theodore Taufik Vice
p.1 ×5
unresolved
person
Lisawati Commissioner Independent
p.1
unresolved
person
Sudarto Commissioner Independent
p.1
unresolved
person
Christophorus Alvin Kossim
p.2
unresolved
person
Lisawati Independent
p.4 ×2
unresolved
person
Sudarto Independent
p.4 ×2
unresolved
person
Trisna Chandra II.
· Commissioner
p.5 ×5
unresolved
org
Minister of Law
p.5 ×3
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