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20250430_BCIC_Pemanggilan RUPS_31879849_lamp2.pdf
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INVITATION
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT Bank JTrust Indonesia Tbk
The Board of Directors of PT Bank JTrust Indonesia Tbk (“the Company”) having its domicile in
Central Jakarta, hereby invites the Shareholders of the Company, to attend the Annual General
Meeting of Shareholders (hereinafter referred to as the "Meeting”) of the Company that will be
held on:
Day/Date : Friday/ 23 May 2025
Time : 14.00 WIB – finished
Place : Candi Mendut Meeting Room – 2nd Floor
Hotel Grand Sahid Jaya
Jl. Jend. Sudirman No. 86 Jakarta 10220
With the following agendas and explanations as follow:
1. Approval of the Annual Report and the Financial Statements of the Company including
the Supervisory Report of the Board of Commissioners for the financial year ending 31
December 2024.
Pursuant to the provisions of Article 17 paragraph (3) of the Articles of Association of the
Company (“the Company’s AoA”) in conjunction with Article 66 and Article 69 of Law no. 40
of 2007 concerning Limited Liability Companies ("UUPT"), as well as in accordance with
Article 6 OJK Regulation No. 51/POJK.03/2017 concerning the Implementation of
Sustainable Finance for Financial Services Institutions, Issuers and Public Companies, the
Company will explain the main points of the Annual Report and Financial Report as well as
provide an explanation to Shareholders regarding the conditions and operations of the
Company for the financial year ending on 31 December 2024. The Company will propose to
the Meeting to approve the Annual Report of the Company for the 2024 financial year
including the Board of Commissioners’ Supervisory Duties Report and ratify the Financial
Statements of the Company for the financial year ended on 31 December 2024. The
Company will also explain to the Meeting regarding the Realization of the 2024 Sustainable
Finance Action Plan (“RAKB”) and the 2025 RAKB plan.
2. Determination of salaries/honorarium, including allowances and benefits for Financial
Year 2025 to members of the Board of Directors and the Board of Commissioners.
In accordance to Article 11 paragraph (6) and Article 14 paragraph (6) of the Company’s AoA
in conjunction with Article 96 and Article 113 of UUPT and OJK Regulation No.
45/POJK.03/2015 concerning the Implementation of Governance in Providing Remuneration
for Commercial Banks, the Company will propose to the Meeting to approve and determine
the amount of salaries or honorarium and other allowances for members of the Board of
Commissioners (“BOC”) and members of the Board of Directors (“BOD”) in the 2025 financial
year provided that the authority of the General Meeting of Shareholders (“GMS”) can be
delegated to the BOC by taking into account the recommendations of the Nomination and
Remuneration Committee.
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3. Approval of the Appointment of Public Accounting Firm to audit the Company’s financial
statements for the year ending 31 December 2025.
In accordance with the provisions of Article 18 paragraph (4) letter d of the Company’s AoA
in conjunction with Article 68 paragraph (1) UUPT and also Article 59 of the OJK Regulation
No. 15/POJK.04/2020 concerning the Plan and Conduct of the GMS in conjunction with OJK
Regulation No. 09 Year 2023 and SEOJK No.18/SEOJK.03/2023 concerning Procedures for
Using Public Accounting Services and Public Accounting Firms in Financial Services Activities,
the Company will propose to the Meeting to delegate authority to the BOC to appoint a
public accountant and Public Accounting Firm to audit the Financial Statements of the
Company for the 2025 Fiscal Year.
4. Approval of Recovery Plan of the Company.
In accordance with POJK No. 5 of 2024 concerning Determination of Supervision Status and
Handling of Commercial Bank Issues, the Company is required to prepare and submit a
Recovery Plan to OJK. The Recovery Plan as referred to shall obtain the approval of the
shareholders in the GMS.
5. Changes to the Composition of Board of Directors and Board of Commissioners of the
Company.
Pursuant to the provisions of: (a) Article 94 and Article 111 of UUPT, (b) Article 11 and
Article 14 of the Company’s AoA, (c) Article 3, Article 7-8, Article 23 and Article 26-27 of
the OJK Regulation No. 33/POJK.04/2014 concerning BOD and BOC of Issuers or Public
Companies, (d) OJK Regulation No.17 of 2023 concerning Implementation of Governance for
Commercial Banks, (e) OJK Regulation No. 27/POJK.03/2016 concerning Fit and Proper Test
for the Primary Parties of a Financial Services Institution in conjunction with SEOJK No.
39/SEOJK.03/2016 concerning Fit and Proper Test for Candidates for Controlling
Shareholders, Candidates for Members of BOD and Candidates for Members of BOC of the
Bank and in relation to the Term of Office of Ritsuo Fukadai as President Director of the
Company, Masayoshi Kobayashi as Vice President Director of the Company, and Felix I.
Hartadi, Helmi A. Hidayat, Cho Won June, R. Djoko Prayitno and Widjaja Hendra each as
Director of the Company will end at the close of 2025 GMS, the Company will propose to the
Meeting to obtain approval for the reappointment of members of the BOD mentioned above,
with terms of office effective since closing of the Meeting until the closing of the 1st (first)
Annual GMS and the appointment of Mr. Abdullah Firman Wibowo as Independent
Commissioner, with term of office effective after obtaining a fit and proper test from the
OJK until the closing of 3rd (third) Annual GMS without reducing the right of the GMS to
dismiss at any time. The Company will also accept the resignation of Mr. Iwan Nataliputra as
Independent Commissioner of the Company.
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Notes:
1. The Company does not send separate invitation letters to the Shareholders of the Company
(the “Shareholders”), and this Meeting Invitation (the “Invitation”) shall constitute an official
invitation. This invitation is also available through the Indonesia Stock Exchange website:
namely, www.idx.co.id, eASY.KSEI via htpps://akses.ksei.co.id and the Company's website
www.jtrustbank.co.id.
2. Shareholders of the Company who are entitled to attend or be represented at the Meeting
are the Shareholders of the Company whose names are recorded in the Register of
Shareholders of the Company on 29 April 2025 and or shareholders in securities sub account
balance at PT Indonesian Central Securities Depository ("KSEI") on 29 April 2025 until the
closing of stock trading on the Indonesia Stock Exchange.
3. All explanations of the agenda and materials for the Meeting are available and can be
accessed and downloaded on the Company's website from the date of the Invitation of the
Meeting (www.jtrustbank.co.id).
4. The Company provides conventional and electronic power of attorney facility (“e-proxy”)
provided by PT Kustodian Sentral Efek Indonesia (“KSEI”).
In addition to being able to grant the Power of Attorney to one of the representatives of the
Securities Administration Bureau, the Shareholders can also grant the power of attorneys to
other parties so chosen as long as they are not members of the Board of Directors, Board of
Commissioners and employees of the Company. Shareholders are not entitled to give power
of attorney to more than one proxy for a portion of the number of shares owned with
different votes. Authorization can be done through:
a. Conventional Power of Attorney: Conventional Power of Attorney Form for the votes to
be given for each agenda item of the Meeting, can be downloaded through the
Company's website (www.jtrustbank.co.id), the scanned copy of the power of attorney
duly completed and signed as well as its supporting documents such as a photocopy of ID
card or other identification, can be submitted by e-mail to
sharestar.indonesia@gmail.com. The original Power of Attorney should be submitted to
the Company's Securities Administration Bureau; namely, PT Sharestar Indonesia
("Company Registrar") no later than 3 (three) working days before the Meeting is held, on
Tuesday, 20 May 2025 at 16.00 WIB at the address at Berita Satu Plaza , 7th Floor, Jl.
Gen. Gatot Subroto Kav. 35-36, Jakarta 12950, Indonesia, Tel. +6221 5277966, Fax.
+6221 527 7967 (“BAE Office”). Only Power of Attorney validated as Eligible Shareholders
will be counted for both attendance quorum and decision quorum.
b. The E-Proxy through eASY.KSEI: is a system to grant Power of Attorney provided by KSEI
to facilitate electronic script less power of attorney from the scrip less Shareholders
whose shares are in the collective custody of KSEI to their proxies. The Proxy available in
eASY.KSEI is the represented by the Company Registrar. The e-proxy Power of Attorney
of can be submitted to the eASY.KSEI’s website through the following link
https://akses.ksei.co.id at the latest by Thursday, 22 May 2025 at 12.00 WIB.
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5. Shareholders or their Proxies before entering the Meeting room must follow the following
procedures:
a. Individual Shareholders submits a copy of ID Card (KTP) or any other valid
identification document.
b. Proxies for Individual Shareholders submit:
(i) Power of Attorney determined by the Company
(ii) a copy of Card or any other valid identification document.
c. Legal Entity Shareholders and their proxies are requested to provide:
i. Power of Attorney determined by the Company.
ii. Latest copy of the Articles of the Association of the Legal Entity.
iii. A copy of the latest deed of appointment for the management of the
company.
iv. A special Power of Attorney (if required by the Legal Entity’s Articles of
Association) is sent to BAE at the address listed in point 3 above no later than
3 (three) working days before the Meeting which is on Tuesday, 20 May 2025.
d. Shareholders whose shares are in KSEI’s collective custody are required to show
written confirmation for Meeting (“KTUR”) which can be obtained at a securities
company or custodian bank where the shareholders open their securities accounts.
6. For the convenient and good order of the Meeting, the Shareholders or their proxies are
respectfully requested to be at the Meeting venue 30 (thirty) minutes before the Meeting
starts.
Jakarta, 30 April 2025
PT Bank JTrust Indonesia Tbk
Board of Directors
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Names mentioned 12 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Bank Issues
p.2
unresolved
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Masayoshi Kobayashi
· Vice President Director
p.2
unresolved
person
Abdullah Firman Wibowo
p.2
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org
Indonesia Stock Exchange
p.3 ×2
unresolved
org
PT Indonesian Central Securities Depository
p.3
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.3
unresolved
org
PT Sharestar Indonesia
p.3
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