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20250620_PNBS_Ringkasan Risalah//Risalah RUPS_31897216_lamp3.pdf
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ANNOUNCEMENT
SUMMARY OF MINUTES OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT BANK PANIN DUBAI SYARIAH TBK
The Board of Directors of PT BANK PANIN DUBAI SYARIAH Tbk (hereinafter referred to as the “Company”) hereby
notifies the Shareholders of the Company, that the Company has held an Annual General Meeting of Shareholders
(hereinafter referred to as the “Meeting”), namely on:
Day/Date : Wednesday/June 18th, 2025
Time : 14.04- 15.24 WIB
Place : Panin Bank Building 4th Floor
Jl. Jend. Sudirman – Senayan Jakarta 10270
Meeting agenda
1. Approval for the Company’s Annual Report on business activities and Validation of the Company’s Annual Financial
Statement, including the Supervision Report of the Board of Commissioners of the Company for the accounting year of
2024;
2. Approval of the use of profits for the accounting year ended on December 31 st, 2024;
3. Determination of honorarium of the Board of Commissioners of the Company and Granting of authority to the Board
of Commissioners of the Company in order to determine wages and allowances of the members of the Board of
Directors of the Company;
4. Grant of the authority to the Board of Directors of the Company to assign the duties and authority of members of the
Board of Directors of the Company;
5. Appointment of a Public Accountant to audit the Company’s books for the accounting year of 2025;
6. Change of the Company Management;
7. Approval of the 2024 Recovery Action Plan.
A. Members of the Company's Board of Directors, Board of Commissioners and Sharia Supervisory Board
attended at the Meeting:
Board Of Commisioners
Independent President Commissioner : Ms Tantry Soetjipto S.
Commissioner : Mr Sindbad R Hardjodipuro
Board Of Directors
President Director : Mr Bratha
Director : Ms Shandra Noraya Laksmi.
Director : Mr Erick
Sharia Supervisory Board
Member : Mr Dr. Drs. H. Aminudin Yakub, MA
B. The meeting was attended by Shareholders and/or Proxy Holders representing 35,869,389,504 shares or 92.414% of
the total number of shares issued by the Company, which totals 38,869,641,319 shares.
C. In During the Meeting, participants were given the opportunity to ask questions and/or provide responses related to
each agenda item of the Meeting there was one question and/or response from a Shareholder related to the First
Agenda Item, and one question and/or response related to the Third Agenda Item, while there were no questions
and/or responses from shareholders or their proxies on other agenda items.
D. The decision-making mechanism in the Meeting is as follows:
1. Meeting decisions are made by way of deliberation to reach a consensus. If deliberation for consensus is not
reached, then a vote will be held.
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2. The results of decisions made by voting, the number of votes and the percentage of decisions made by the Meeting
of all shares with voting rights present at the Meeting are as follows:
Agenda Total Agree**) Agree Abstain*) Disagree
35.869.063.704 shares 35.869.061.704 shares 2.000 shares 125.000 shares
1st Agenda or 99,999% or 99,999% or 0,00000558% or 0,00034847%
35.869.063.704 shares 35.869.061.704 shares 2.000 shares 325.800 shares
2nd Agenda atau 99,999% atau 99,999% or 0,00000558% or 0,0009083%
35.869.033.704 shares 35.869.031.704 shares 2.000 shares 355.800 shares
3rd Agenda or 99,999% or 99,999% or 0,00000558% or 0,00099193%
35.869.063.704 shares 35.869.061.704 shares 2.000 shares 325.800 shares
4th Agenda or 99,999% or 99,999% or 0,00000558% or 00,0009083%
35.869.063.704 shares 35.869.061.704 shares 2.000 shares 325.800 shares
5th Agenda or 99,999% or 99,999% or 0,00000558% or 0,0009083%
35.869.063.704 shares 35.869.061.604 shares 2.100 shares atau 325.800 shares
6th Agenda or 99,999% or 99,999% 0,00000585% or 0,0009083%
35.869.063.704 shares 35.869.061.604 shares 2.100 shares atau 325.800 shares
7th Agenda or 99,999% or 99,999% 0,00000585% or 0,0009083%
*) According to POJK No. 15/2020, the abstention vote follows the majority vote, this amount is the calculation of the
KSEI e-proxy and the Securities Administration Burau of Company.
**) Is the number of affirmative votes that have been added with abstention votes.
E. The resolutions of the Meeting are basically as follows:
First Agenda:
Approved the Company's Annual Report regarding business activities and ratified the Company's Annual Financial
Statements including the Supervisory Report of the Company's Board of Commissioners for the fiscal year 2024
which has been audited by the Public Accounting Firm Liana Ramon Xenia and Partners with the opinion "Fair, in all
material respects" as stated in their report dated February 25, 2025 No. 00021/2.1460/AU.4/07/0565-4/1/II/2025 and
granting full release and settlement ("acquit et de charge") to members of the Board of Directors and members of
the Board of Commissioners of the Company (including Mr. Omar Baginda Pane and Mr. Budi Prakoso, who have
resigned from their positions as Independent Commissioner and Director of the Company, respectively, as stated in
the results of the Extraordinary General Meeting of Shareholders on November 12, 2024) for the management and
supervision of the Company that they have carried out for the 2024 financial year, to the extent that such actions are
reflected in the Company's Annual Report and Financial Statements for the 2024 financial year.
Second Agenda:
Approved the use of Company’s net profits for the accounting year 2024 namely amounted to
IDR88,568,492,244.00 (Eighty eight billion five hundred sixty eight million four hundred ninety two thousand two
hundred forty four Rupiah) which will entirely be entered as retained earnings to strengthen the Core Capital of the
Company in order to develop future business growth. Thus, no dividend will be apportioned in the accounting year
2024.
Approved to determine 2.5% (two point five percent) of the Company’s total gross profits (before zakat and tax) of
the accounting year 2024 namely amounted IDR2,686,175,304.00 (two billion six hundred eighty six million one
hundred seventy-five thousand three hundred four Rupiah) is distributed to fulfil the Corporate Zakat of the
Company.
Third Agenda:
1. Approved the honorarium and other allowances for the Company's Board of Commissioners for the Financial Year
2025 are amounted to Rp1,501,952,901.00(one billion five hundred and one million nine hundred and fifty-two
thousand nine hundred and one Rupiah).
2. Approved to authorize the Board of Commissioners of the Company, to determine the salary and allowances for
members of the Board of Directors of the Company and the Sharia Supervisory Board for the Financial Year
2025.
Fourth Agenda:
Approved to authorize the Meeting of the Company's Board of Directors to determine the division of duties and
authorities of the members of the Company's Board of Directors.
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Fifth Agenda:
Approved to delegate the authority to the Company's Board of Commissioners based on the recommendation of
the audit committee for the appointment of a Public Accountant and/or Public Accounting Firm to carry out
audit of the Company's Financial Statements for the accounting year 2025 (two thousand and
twenty-five), including determining the amount of honorarium and other requirements as well
as appointing Public Accountants and/or other substitute Public Accounting Firms in the event that
the appointed Public Accountants and/or Public Accounting Firms for any reason are unable to carry
out their duties, with the criteria of having a license registered with the OJK and having
competence in accordance with the complexity of the business, as well as meeting the requirements. applicable
regulatory terms and conditions.
Sixth Agenda:
Approved the following changes to the Company's management:
1. a. Approved the reappointment of:
- Mr. Bratha as President Director;
- Ms. Shandra Noraya Laksmi as Director; and
- Mr. Erick as Director;
effective as of the closing of the Meeting,
b. Approve the appointment of:
- Ms. Intan Rahmawati as Compliance Director;
effective after obtaining approval from the Financial Services Authority,
until the closing of the Annual General Meeting of Shareholders to be held in 2026 with due regard to
applicable laws and regulations.
2. a. Approve the reappointment of:
- Ms. Tantry Soetjipto S. as Independent President Commissioner; and
- Mr. Sindbad R. Hardjodipuro as Commissioner;
effective as of the closing of the Meeting,
b. Approve the appointment of:
- Mr. Dr. Drs. H. Aminudin Yakub, MA as Chairman of the Sharia Supervisory Board,
- Mr. Dr. KH. Ahmad Munif Suratmaputra as Member of the Sharia Supervisory Board;
effective as of the closing of the Meeting,
c. Approve the appointment of:
- Mr. Mohamad Gatot Adhi Prasetyo as Independent Commissioner;
- Mr. Dr. dr. Endy Moh Astiwara, MA as a Member of the Sharia Supervisory Board;
effective upon obtaining approval from the Financial Services Authority,
until the closing of the Annual General Meeting of Shareholders held in 2027, in accordance with applicable
laws and regulations.
3. Approved the cancellation of the appointment of Ms. Finorita Fauzi as Independent Commissioner of
the Company.
Thus, the composition of the Board of Directors, Board of Commissioners and Sharia Supervisory
Board as of the closing of the Meeting is as follows:
Board of Directors
President Director : Mr. Bratha
Director : Ms. Shandra Noraya Laksmi
Director : Mr. Erick
Compliance Director : Ms. Intan Rahmawati*)
Board of Commissioners
Independent President Commissioner : Ms. Tantry Soetjipto S.
Commissioner : Mr. Sindbad R. Hardjodipuro
Independent Commissioner : Mr. Mohamad Gatot Adhi Prasetyo*)
Sharia Supervisory Board
Chairman : Mr. Dr. Drs. H. Aminudin Yakub, MA
Member : Mr. Dr. KH. Ahmad Munif Suratmaputra, MA
Member : Mr. Dr. dr. Endy Moh Astiwara, MA*)
*) Subject to approval by the Financial Services Authority.
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4. Approved to grant power of attorney to the Board of Directors of the Company with substitution
rights, to restate the decision of the Meeting regarding the change in the composition of the
Company's management mentioned above in a separate deed before a Notary, and subsequently
manage the receipt of notification to the Minister of Law of the Republic of Indonesia and take all
actions required in this regard.
Seven Agenda:
Approved the Company's Recovery Action Plan for 2024 as compliance with the provisions of Articles 14 and 15 of
POJK No. 5/2024 concerning the Determination of Supervisory Status and Handling of Commercial Bank Issues,
and granting authority and power to the Board of Commissioners and Board of Directors of the Company to
implement the Recovery Action Plan in accordance with applicable regulations.
Jakarta, June 20th, 2025
PT Bank Panin Dubai Syariah Tbk
The Board of Directors of the Company
Names mentioned 19 people and organisations named in the text · linked when the evidence is strong
unresolved
person
Shandra Noraya Laksmi.
· Director
p.1 ×3
unresolved
person
Erick Sharia Supervisory
p.1
unresolved
person
Dr. Drs. H. Aminudin Yakub
· Chairman
p.1 ×5
unresolved
org
Financial Services Authority
p.3 ×3
unresolved
person
Dr. KH. Ahmad Munif Suratmaputra
p.3 ×3
unresolved
person
Mohamad Gatot Adhi Prasetyo
· Independent Commissioner
p.3 ×4
unresolved
person
Erick Compliance
p.3
unresolved
person
Sindbad R. Hardjodipuro Independent
· Commissioner
p.3 ×5
unresolved
org
Minister of Law
p.4
unresolved
org
Bank Issues
p.4
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