20250424_BRIS_Pemanggilan RUPS_31877768_lamp2.pdf

2. Approval of the use of the Company's net profit for the financial year ending December 31st, 2024.

   Legal Basis & Explanation:

   i.      Legal Basis:
           a) Article 12 paragraph (2.b) in conjunction with Article 27, Article 28 of the Company's Articles of
              Association.
           b) Article 70 and Article 71 of the Limited Liability Company Law.

   ii.     Explanation of Terms:
           Based on the provisions above, the following matters are regulated:
           a) The use of the Company's net profit including the determination of the amount of the provision
              for reserves is decided by the Annual GMS.
           b) The Company is required to set aside a certain amount of profit each fiscal year for reserves until
              it reaches at least 20% of the amount of issued and paid-up capital
           c) All net profit after deducting the provision for reserves is distributed to shareholders as dividends,
              unless otherwise determined in the GMS.
3. Approval of the appointment of a Public Accounting Firm and Public Accountant to audit the
   Company's Financial Statements for the financial year ending on December 31st, 2025 and
   determination of the fees/honorarium.

   Legal Basis & Explanation:

        i. Legal Basis:
           a)   Article 12 paragraph (2) letters c and d in conjunction with Article 22 paragraph (2) letter b
                number 7) of the Company's Articles of Association.
           b)   Article 59 of OJK Regulation Number 15/POJK.04/2020 concerning the Planning and
                Implementation of General Meetings of Shareholders of Public Companies ("POJK 15/2020").
           c)   Article 3 in conjunction with Article 5, Article 7 and Article 9 of OJK Regulation Number 9 of 2023
                concerning the Use of Public Accountant Services and Public Accounting Firms in Financial
                Services Activities ("POJK 9/2023").
           d)   BMRI Letter No. KES.ISM/GH.0361/2024 dated 22 November 2024 concerning Considerations
                for the Selection of Public Accounting Firms (KAP) for Subsidiaries, which conveyed the Letter
                of the Ministry of State-Owned Enterprises (“KBUMN”) No.S53/DKU.MBU/10/2024 dated
                October 24th 2024 concerning Considerations for the Selection of Public Accounting Firms for
                BUMN (“KBUMN Letter”).

   ii.     Explanation of Terms:
           Based on the provisions above, the following matters are regulated:
           a) The appointment of Public Accountants (AP) and/or Public Accounting Firms (KAP) that will
              provide audit services for the Company's annual historical financial information must be decided
              in the GMS by considering the proposal of the Board of Commissioners.
           b) In accordance with the KBUMN Letter that KAP in BUMN Subsidiaries that are categorized as
              systemic A according to the BUMN risk classification, are requested to have the same KAP as
              the Parent BUMN.

4. Determination of bonuses for members of the Company's Board of Directors and Board of
   Commissioners, as well as bonuses for members of the Company's Sharia Supervisory Board for
   the financial year ending on December 31st, 2024, and determination of salaries for members of
   the Board of Directors and honorariums for members of the Board of Commissioners and Sharia
   Supervisory Board, including the provision of facilities, benefits and/or other allowances for the
   financial year 2025.

  Legal Basis & Explanation:

    i. Legal Basis:
        a)   Article 12 paragraph (2) letter d) in conjunction with Article 18 paragraph (17), Article 21
             paragraph (34), Article 24 paragraph (7) and Article 27 paragraph (6) of the Company's Articles
             of Association
        b)   Article 96 paragraph (1) in conjunction with Article 113 of the Limited Liability Company Law.
        c)   Article 9 letter b in conjunction with Article 21, Article 22, Article 23, Article 24, and Article 25 of
             OJK Regulation Number 59/POJK.03/2017 concerning the Implementation of Governance in
             the Provision of Remuneration for Sharia Commercial Banks and Sharia Business Units ("POJK
             59/2017").

  ii.   Explanation of Terms:
        Based on the provisions above, the following matters are regulated:
        a) Determination of the remuneration of the Board of Commissioners, Board of Directors and Sharia
           Supervisory Board is carried out in the Annual GMS.
        b) Determination of tansiem (tantiem) for the Board of Directors and Board of Commissioners is
           determined in the GMS.
        c) The type and amount of honorarium and allowances/facilities including tansiem (tantiem) and
           post-service benefits for members of the Board of Commissioners are determined by the GMS
           by taking into account the provisions of applicable laws and regulations.
        d) Salaries, service fees and other allowances (if any) for members of the Board of Directors are
           determined by the GMS, and the authority can be delegated by the GMS to the Board of
           Commissioners.
        e) Members of the Sharia Supervisory Board can be given honorarium and/or allowances in the
           amount determined by the GMS which can be delegated to the Board of Commissioners.

5. Report on the Realization of the Use of Proceeds from the Continuous Public Offering of Sukuk
   Mudharabah Based on Sustainable Sustainability I Bank BSI Phase I 2024.

  Legal Basis & Explanation:

    i. Legal Basis:
        Article 6 paragraph (1) (2) and Article 7 of OJK Regulation Number 30/POJK.04/2015 concerning
        the Report on the Realization of the Use of Proceeds from Public Offerings ("POJK 30/2015").

  ii.   Explanation of Terms:
        Based on the provisions above, the following matters are regulated:
        a) The Company is required to be accountable for the realization of the use of funds from the Public
           Offering in each Annual GMS until all funds from the public offering have been realized.
        b) Such accountability must be carried out at the nearest Annual GMS even though the realization
           of the use of funds has not covered 1 (one) year after the allocation date or in the event that all
           funds from the offering have been fully realized.
        c) Such realization report must be made as one of the agenda items in the Annual GMS.

6. Approval of the Company's Recovery Action Plan Update.

  Legal Basis & Explanation:

    i. Legal Basis:
        Article 43 paragraph (2) and (3) of OJK Regulation Number 5 of 2024 concerning Determination of
        Supervision Status and Handling of General Bank Problems ("POJK 5/2024")

    ii. Explanation of Terms:
        Based on the provisions above, the following matters are regulated:
        a) Banks are required to prepare and submit a Recovery Action Plan to the OJK.
        b) The Recovery Action Plan must obtain shareholder approval in a GMS.
        c) Banks are required to update the Recovery Action Plan periodically at least once a year.
        d) In the event that the Recovery Action Plan update contains changes to:

             1) Trigger level;
             2) Recovery options; and/or
             3) Fulfillment of the adequacy and eligibility of deposits and/or debt instruments or investments
                 that have the characteristics of capital owned by the Bank.
          The Recovery Action Plan update must obtain shareholder approval in a GMS

 7. Approval of Changes in the Management of the Company.

    Legal Basis & Explanation:
    i.    Legal Basis:
          a) Article 18 paragraph (15) in conjunction with Article 21 paragraph (12), Article 24 paragraph (1)
             and (6) of the Company's Articles of Association
          b) Article 94 in conjunction with Article 92 paragraph (5) and paragraph (6), Article 111 paragraph
             (1) of the Limited Liability Company Law
          c) Article 23 paragraph (1) in conjunction with Article 3 paragraph (1) of OJK Regulation Number
             33/POJK.04/2014 concerning the Board of Directors and Board of Commissioners of Issuers or
             Public Companies ("POJK 33/2014")
          d) Article 53 paragraph 4 of OJK Regulation Number 16/POJK.03/2022 concerning Sharia
             Commercial Banks ("POJK 16/2022")
          e) Article 9 in conjunction with Article 38 paragraph (2) and Article 41 of OJK Regulation Number
             17 of 2023 concerning the Implementation of Governance for Commercial Banks ("POJK
             17/2023”)
          f) Article 44 to Article 65 of the Regulation of the Minister of SOEs Number PER-3/MBU/03/2023
             concerning Organs and Human Resources of State-Owned Enterprises (“Regulation of the
             Minister of SOEs No. 3”).

    ii.   Explanation of Terms:
          Based on the provisions above, the following matters are regulated:
          a) Appointment, replacement and dismissal of the Board of Directors, Board of Commissioners,
              and Sharia Supervisory Board are determined by the GMS.
          b) Appointment of Candidate Members of the Board of Directors and/or Candidate Members of the
              Board of Commissioners of BUMN Subsidiaries is carried out with the mechanism as regulated
              in BUMN Ministerial Regulation No. 3.
          c) The composition of the number of members of the Company's Independent Board of
              Commissioners must be at least 50% (fifty percent) of the total number of members of the Board
              of Commissioners.
Notes:
    1. The Company does not send a separate invitation to the Company's Shareholders because this Invitation is
       in accordance with Article 14 paragraph (9) of the Company's Articles of Association and therefore this
       Invitation is an official invitation to the Company's Shareholders..
    2. The Shareholders that are entitled to attend or be represented at the Meeting are those whose names are
       recorded in the Shareholders Register of the Company and /or the Shareholders whose shares are at the
       collective depository of PT Kustodian Sentral Efek Indonesia (“KSEI”) according to the collective deposit
       accounts at the closing on Wednesday, April 23rd, 2025, at 16.15 WIB (the “Eligible Shareholders”).
    3. The meeting will be held electronically through eASY.KSEI and physically/present at the meeting venue. The
       Company recommends that Eligible Shareholders attend the Meeting electronically or provide power of
       attorney and vote electronically through eASY.KSEI.
    4. Shareholders who will attend or provide power of attorney to attend the Meeting electronically via the
       eASY.KSEI application must pay attention to the following matters.:
          a.   Registration Process
          b.   Process of Submitting Questions or Opinions Electronically
          c.   Voting Process
          d.   GMS Screening
          Registration guide, registration, use and further explanation regarding eASY.KSEI and AKSes KSEI which
          can be viewed on the KSEI website with the links https://akses.ksei.co.id/ and https://easy.ksei.co.id or the
          Company's website.

5.    Eligible Shareholders or their Proxies (Individual Representatives) who will be physically present at the
      Meeting must pay attention to the following matters:
      a. At the time of registration, the Eligible Shareholders or their proxies are required to submit the following
         documents to the registrar before entering the Meeting room:
         1) For Individual Shareholders to bring and submit a photocopy of valid Identity Card/KTP (passport
              for foreign citizens) to the registrar before entering the Meeting room. If authorized, the proxy of the
              Shareholders must submit the original Power of Attorney documents and photocopies of KTP
              (passport for foreign citizens) giving and receiving the power of attorney to the registrar before
              entering the Meeting room.
         2) For Legal Entity Shareholders, to bring and submit:
              a) Photocopy of the deed of the Articles of Association and its amendments including the letter
                   from the Ministry of Law and Human Rights on the deed.
              b) Photocopy of the latest deed of composition of the Board of Directors and Board of
                   Commissioners including the letter from the Ministry of Law and Human Rights on the deed.
              c) Power of Attorney of the Company (if the party present is not a member of the Company's
                   Board of Directors) and Identity Card/KTP (passport for foreign citizens) giving and receiving
                   the power of attorney.
      b. Eligible Shareholders or their proxies who are physically present can submit questions or opinions and
         vote through the form provided by the Company's Securities Administration Bureau.
6.    Eligible Shareholders who will give their power of attorney to Independent Representatives must pay
      attention to the following matters:
      a. Fill out and sign on the stamp duty the Power of Attorney Form which can be downloaded on the
         Company's website www.bankbsi.co.id.
      b. Send the original of the signed Power of Attorney Form along with the complete documents as required
         in the said form, to be submitted to the Company's Share Registrar, namely PT Datindo Entrycom,
         Jalan Hayam Wuruk No.28 Jakarta 10210. Telephone (021) 3508077.
      c. These documents must be received by PT Datindo Entrycom no later than Thursday, May 15th, 2025
         at 12.00 WIB.
7.    In the event that the Eligible Shareholders cannot access the KSEI System (eASY.KSEI) in the
      https://akses.ksei.co.id/ link, they can provide their power of attorney in accordance with the provisions in
      point 6 above.
8.    The Company has the right to determine the number of Entitled Shareholders or their proxies who can be
      physically present.

9.    Referring to Article 18 paragraph 1 and paragraph 2 of POJK Number 15/POJK.04/2020 concerning Plans
      and Implementation of General Meeting of Shareholders of Public Companies, the Materials for the Meeting
      Agenda are available during working hours from the date of the Invitation to the Meeting until the Meeting
      is held. Materials for the Meeting Agenda can be downloaded on the Company's website.
10.   To facilitate the arrangement and for the orderly conduct of the Meeting, the Eligible Shareholders or their
      proxies who are physically present are requested to be present at the Meeting place no later than 30 (thirty)
      minutes before the Meeting begins.


                                         Jakarta, April 24th 2025

                                           Board of Directors