Back to announcement
20250423_BTPN_Ringkasan Risalah//Risalah RUPS_31877546_lamp4.pdf
RUPS minutes Needs review BTPNSource file signed link, expires in 15 minutes
Extracted text 66
Page 1
Draft Amendment to the Articles of Association
at the Annual General Meeting of Shareholders
PT Bank SMBC Indonesia Tbk
22 April 2025
No. Article Current Articles of Association Proposed Amendment
Name and Domicile
1. Article 1 1. The Limited Liability Company is named “PT Bank SMBC Indonesia No change.
Tbk” (hereinafter in this Articles of Association shall be referred to as
the “Company”), having its domicile and principal office in South
Jakarta.
2. The Company may open branches or representatives in other place,
either within or outside the territory of the Republic of Indonesia as
shall be determined by the Board of Directors, subject to the laws and
regulations including the laws and regulations of the Capital Market.
Duration of Establishment of the Company
2. Article 2 The Company is established for an indefinite period. No change.
Purpose and Objective as well as Business Activities
3. Article 3 1. The purpose and objective of the Company is to operate as a No change.
commercial bank.
2. In order to achieve said purpose and objective, the Company may
engage in the following main business activities and the supporting
business activities:
A. Main Business Activities
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
1 / 66
Page 2
No. Article Current Articles of Association Proposed Amendment
a. To collect funds from public in the form of current account, time
deposit, certificate of deposit, saving and/or other forms similar
thereto, either in Rupiah currency or in foreign currency;
b. To distribute the funds collected from public in the form of loan,
either long term, middle term or short term, or loan in any other
forms commonly provided in banking business, either in Rupiah
currency or in foreign currency.
B. Supporting Business Activities
a. To issue acknowledgement of debt.
b. To purchase, sell, or secure for its own risk or for the interest,
and upon the order of its customer:
1. Drafts, including drafts accepted by the Bank which has a
validity period not longer than those applicable in the
normal trade of such drafts;
2. Acknowledgement of debt and other negotiable
instruments having validity period not longer than those
applicable in the normal trade of such instruments;
3. State treasury notes and government guarantees;
4. Certificate of Bank Indonesia (SBI);
5. Bonds;
6. Tradable and/or promissory notes with validity period up to
1 (one) year;
7. Other negotiable instruments with validity period up to 1
(one) year;
c. To transfer money either for its own interest or for the interest
of customers.
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
2 / 66
Page 3
No. Article Current Articles of Association Proposed Amendment
d. To place funds at, borrow funds from, or lend funds to other
banks, either by mean of letters, telecommunication facilities,
or sight draft, checks or other facilities.
e. To receive payment from the collection of securities, and make
settlement with or among third parties;
f. To provide safe deposit boxes for valuable things and securities;
g. To provide depository services for the interest of other parties
pursuant to contract and/or agreement;
h. To make placement of funds from customers to other
customers in the form of securities, either listed or not listed in
the Stock Exchange;
i. To purchase collaterals through auction or by other means,
either entirely or partly, in the event the debtor fails to perform
its obligations to the Bank, provided that the purchased
collateral shall be liquidated without delay;
j. To perform activities in factoring, credit card business and
trusteeship;
k. To participate in the capital of banks carrying on business
pursuant to sharia principles, in accordance with regulations
issued by the authorized institutions in banking sector;
l. To perform activities in foreign exchange, subject to regulations
issued by the competent authorities;
m. To participate in the capital of banks (including sharia banking)
or other companies carrying on business in the field of finance,
such as leasing, venture capital, Securities Company, insurance,
clearing and guarantee, and settlement and depository
institution, subject to the provisions of the competent
authorities;
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
3 / 66
Page 4
No. Article Current Articles of Association Proposed Amendment
n. To perform activities in temporary capital investment to
overcome the effect of non-performing loan and/or failure in
other financing, provided that such investments shall be
withdrawn in accordance with the provisions issued by Financial
Services Authority (Otoritas Jasa Keuangan (hereinafter referred
to as “OJK”);
o. To perform activities as founder of pension fund and as the
management of pension fund, subject to prevailing laws and
regulations;
p. To issue documentary credits (letter of credit) of any kinds and
bank guarantees;
q. To perform other activities normally performed by banks,
provided not in violation of laws and regulations.
Capital
4. Article 4 1. The authorized capital of the Company is Rp300,000,000,000 (three No change.
hundred billion Rupiah), divided into 15,000,000,000 (fifteen billion)
shares, each having a nominal value of Rp20 (twenty Rupiah).
2. From the authorized capital has been subscribed by the shareholders
of 10,645,945,748 (ten billion six hundred forty-five million nine
hundred forty-five thousand seven hundred forty-eight) shares,
having an aggregate nominal value of Rp212,918,914,960 (two
hundred twelve billion nine hundred eighteen million nine hundred
fourteen thousand nine hundred sixty Rupiah).
3. The unissued shares shall be issued in accordance with the working
capital requirements of the Company, at such time and in such
manner, such price and conditions as shall be determined by the
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
4 / 66
Page 5
No. Article Current Articles of Association Proposed Amendment
Board of Directors with the approval of the General Meeting of
Shareholders (hereinafter shall be referred to as the “GMS”).
- Attendance quorum and resolutions taken in GMS as mentioned
above shall be conducted in accordance with laws and regulation
in the Capital Market.
4. If the Company intends to increase capital by way of issuance of shares
and/or other Securities With Equity Character either it can be
converted into shares or it gives rights to purchase shares, thus the
Company shall be obliged to grant Priority Right to Purchase Shares
(Hak Memesan Efek Terlebih Dahulu) (hereinafter referred to as
“HMETD”) to each shareholder according to certain ratio towards
percentage of shares ownership.
5. The obligation to grant HMETD in issuance of shares and/or other
securities with equity character as specified in paragraph 4 of this
Article shall not be applicable in the event the Company increases
capital by way of issuance of shares and/or other securities with equity
character for:
a. Improvement of financial position;
b. Other than improvement of financial position;
c. Issuance of bonus shares which:
i. shall be the shares dividend as the results of retained earnings
capitalized into capital; and/or
ii. shall not be shares dividend as the results of shares surplus
(agio) or other equity capitalized into capital
by referring to the laws and regulations in the Capital Market.
6. Each payment for shares issued by the Company must be fully paid up
in the form of money and/or other forms.
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
5 / 66
Page 6
No. Article Current Articles of Association Proposed Amendment
7. a. Payment on a share other than money cannot be made if it is to
increase capital of the Company as specified in paragraph 5 letter
a of this Article.
b. In the event the payment on a share other than money, such
payment in the form other than money shall comply with the
following provisions:
i. Directly related to the plan of fund utilization; and
ii. Using independent appraisal to determine a fair value from
such payment in the form other than money and the transaction
fairness of such payment on the share other than money.
c. The payment on the share in the form other than money either
tangible or intangible goods shall comply with the following
provisions:
i. The goods that shall be made as payment of the said capital
shall be announced to public at the time of the invitation of
GMS concerning such payment;
ii. The goods used as payment of the capital shall not be
encumbered in any forms whatsoever;
iii. In the event such payment is made from retained earnings,
shares surplus (agio), the net profit of the Company, and/or
own equity, thus such retained earnings, shares surplus (agio),
the net profit of the Company and/or other parts of the equity
have been set forth in the latest Annual Financial Statements
audited by an Accountant registered at OJK which has issued a
fair and unqualified opinion.
8. In the event GMS which approves the issuance of the unissued shares
resolves the maximum number of the unissued shares that shall be
issued, then such GMS must delegate its authority to Board of
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
6 / 66
Page 7
No. Article Current Articles of Association Proposed Amendment
Commissioners in order to determine the amount of capital increase
not exceeding the maximum limit resolved by GMS in relation to the
issuance of the unissued shares.
9. HMETD shall be a transferable right subject to the prevailing laws and
regulations in the Capital Market.
10. The increase of the authorized capital of the Company shall only be
made pursuant to a resolution of the GMS.
- The amendment of the Articles of Association in relation to the
amendment of the authorized capital shall be approved by the
Minister of Law and Human Rights.
Shares
5. Article 5 1. The shares issued by the Company are registered shares. No change.
2. The Company may issue shares with or without nominal value.
3. The issuance of shares without nominal value shall be made in
accordance with the prevailing laws and regulations in the Capital
Market.
4. The Company shall only acknowledge 1 (one) person or legal entity as
owner of 1 (one) share.
5. If for whatsoever reasons a share is owned by several persons, then
those persons having joint ownership shall appoint in writing one
person from among them or another person as their joint
representative and only such authorized or appointed person shall be
entitled to exercise all the rights conferred by law upon such share.
6. For as long as the provisions referred to in the paragraph 5 of this
Article have not been complied with, the said shareholders shall not
be entitled to cast vote at the GMS and payment of dividend in respect
of such shares shall be postponed.
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
7 / 66
Page 8
No. Article Current Articles of Association Proposed Amendment
7. Each shareholder shall by operation of law comply with these Articles
of Association and with all resolutions legally adopted in the GMS and
the prevailing laws and regulations.
8. Shares of the Company which are registered in the Stock Exchange in
Indonesia shall be subject to regulations of the Stock Exchange where
the shares of the Company are registered.
9. If a share of the Company is not in a Collective Deposit with the
Settlement and Depository Institution, the Company is obliged to give
evidence of ownership of shares in the form of a share certificate or
collective share certificate to the relevant shareholders.
10. A collective share certificate may be issued as evidence of ownership
of 2 (two) or more shares held by a shareholder.
11. A share certificate shall at least mention:
a. The name and address of the shareholder;
b. The serial number of the share certificate;
c. The nominal value of the share;
d. The date of issuance of the share certificate.
12. A collective share certificate shall at least mention:
a. The name and address of the shareholder;
b. The serial number of the collective share certificate;
c. The number of share certificate and the number of shares;
d. The nominal value of the share;
e. The date of issuance of the collective share certificate.
13. A share certificate or collective share certificate shall be signed by the
President Director or 2 (two) other members of the Board of Directors.
14. The Board of Directors is obliged to make and maintain at the head
office of the Company, which shall be available for inspection by the
shareholders:
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
8 / 66
Page 9
No. Article Current Articles of Association Proposed Amendment
a. A Register of Shareholder, containing records regarding the serial
number of the shares, the number of shares owned and the name
and address of the shareholders and other information which
pursuant to prevailing laws and regulations are required to be
mentioned in the Register of Shareholders, and
b. A Special Register, containing information on the shares owned by
members of the Board of Directors and the Board of
Commissioners and their family in the Company and or in other
companies and the date of acquisition of such shares and other
information which pursuant to prevailing laws and regulations are
required to be mentioned in the Special Register.
The Board of Directors of the Company may appoint and empower
a Securities Administration Bureau to maintain and keep, and also
to implement the registration of shares in the Register of
Shareholders and the Special Register. Each registration in the
Register of Shareholders and the Special Register shall be made in
accordance with these Articles of Association, the laws and
regulations in the Capital Market and regulations in the Stock
Exchange where the shares of the Company have been listed.
Replacement of Shares Certificate
6. Article 6 1. If a share certificate is damaged, a replacement shall be issued if: No change.
a. The party submitting the request for a replacement of the share
certificate is the owner of such share certificate, and
b. The Company has received the damaged share certificate.
2. The Company is obliged to destroy the damaged share certificate after
issuance of a replacement share certificate.
3. If a share certificate is lost, replacement thereof may be made if:
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
9 / 66
Page 10
No. Article Current Articles of Association Proposed Amendment
a. The applicant of replacement share certificate is the owner of the
relevant share certificate;
b. The Company shall have received a document of report on a lost
share certificate issued by the Police of the Republic of Indonesia;
c. The applicant of the lost share certificate has given such guarantee
as considered sufficient by the Board of Directors of the Company;
and
d. The plan for the issuance of replacement share certificate has been
announced at the Stock Exchange where the shares of the
Company have been listed at least 14 (fourteen) days prior to the
issuance of replacement share certificate.
4. Upon the issuance of a replacement share certificate, the original
share certificate shall be invalid to the Company.
5. All cost payable for the issuance of a replacement share certificate
shall be borne by the concerned shareholders.
6. The provisions concerning shares in paragraph 1 up to 5 of this Article
shall be applicable for collective share certificate as well.
Transfer of Shares
7. Article 7 1. In case of change of ownership of a share, the original owner No change.
registered in the Register of Shareholders shall be deemed to remain
the owner of such share until the name of the new owner has been
registered in the Register of Shareholders of the Company, subject to
the consent of the competent authority and prevailing laws and
regulations and the regulations in the Stock Exchange in Indonesia
where the shares of the Company are listed.
2. All transfer of shares shall be evidenced by a document signed by or
on behalf of the transferor and the transferee of the concerned share.
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
10 / 66
Page 11
No. Article Current Articles of Association Proposed Amendment
The document of share transfer shall comply with prevailing
regulations of the Stock Exchange where the Company’s shares are
listed, subject to prevailing laws and regulations.
3. The form and procedure for a transfer of shares which are traded in
the Capital Market shall comply with the regulations in the Capital
Market.
4. The Board of Directors may refuse to register the transfer of shares in
the Register of Shareholders of the Company, if the provisions in these
Articles of Association are not complied with, or in the event of non-
compliance of a condition in the approval granted by the competent
authority to the Company, or otherwise as required by the competent
authority.
5. If the Board of Directors refuses to register the transfer of shares, the
Board of Directors shall, within a period of 30 (thirty) days after the
date of the request for registration is received by the Board of
Directors of the Company, send a notice of such refusal to the
transferor. With respect to shares of the Company which are listed in
the Stock Exchange in Indonesia, each refusal to register a transfer of
shares shall comply with prevailing regulations in the Stock Exchange
where the shares of the Company are listed.
6. A registration of transfer of a share may not be performed from the
date the invitation of an Annual GMS or an Extraordinary GMS is
issued until the closing of such Meeting subject to the prevailing laws
and regulations in the Capital Market.
7. Any person acquiring rights to a share in consequence of death of a
shareholder or by other reasons where ownership of a share is
transferred by operation of law may, upon producing such evidence
of his title to such share as may from time to time be required by the
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
11 / 66
Page 12
No. Article Current Articles of Association Proposed Amendment
Board of Directors, apply in writing to be registered as the holder of
such share.
The registration shall only be made if the evidences of such title are
acceptable to the Board of Directors, subject to the provisions of these
Articles of Association and the prevailing laws and regulations in the
Stock Exchange where the Company’s shares are listed.
8. The transfer of shares which are in Collective Deposit shall be made
by transfer from a Security account to another Security account with
the Depository and Settlement Institution, the Custodian Bank and the
Securities Company.
9. All restrictions, prohibitions and provisions in these Articles of
Association with respect to the transfer of shares and the registration
of transfer of shares shall be applicable also for each transfer of title
pursuant to paragraph 7 of this Article.
Collective Deposit
8. Article 8 1. Shares which are in Collective Deposit at the Depository and No change.
Settlement Institution shall be recorded in the Register of
Shareholders of the Company in the name of Depository Settlement
Institution for the interest of the account holder with Depository and
Settlement Institution.
2. Shares which are in Collective Deposit at a Custodian Bank or a
Securities Company shall be recorded in the Securities account with
Depository and Settlement Institution in the name of the Custodian
Bank or the Securities Company for the interest of the account holders
at the said Custodian Bank or Securities Company.
3. If the shares which are in Collective Deposit with a Custodian Bank are
parts of the securities portfolio of a Mutual Fund which is a collective
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
12 / 66
Page 13
No. Article Current Articles of Association Proposed Amendment
investment account and not being in the collective Deposit with the
Depository and Settlement Institution, the Company shall record such
shares in the Register of Shareholders of the Company in the name of
the Custodian Bank for the interest of the owners of Investment Units
of the Mutual Funds which constitute a collective investment contract.
4. The Company is obliged to issue a certificate or written confirmation
to Depository and Settlement Institution as referred to in paragraph 1
of this Article or the Custodian Bank as referred to in paragraph 3 of
this Article, as evidence of the registration in the Register of
Shareholders of the Company.
5. The Company shall change the shares in the Collective Deposit
registered under name of Depository and Settlement Institution or a
Custodian Bank for the benefit of a Mutual Fund which is a collective
investment contract in the Register of Shareholders of the Company,
into the name of the party appointed by Depository and Settlement
Institution or the concerned Custodian Bank.
The request for modification shall be submitted by Depository and
Settlement Institution or the Custodian Bank to the Company or the
Securities Administration Bureau appointed by the Company.
6. The Depository and Settlement Institution, the Custodian Bank or the
Securities Company shall issue a written confirmation to the account
holder evidencing the registration in the securities account or shares
ownership which are in Collective Deposit.
7. In the Collective Deposit each share from similar type and
classification issued by the Company are equal to and exchangeable
one with the other.
8. The Company shall refuse the registration of shares in Collective
Deposit, if the share certificate of such shares is lost or destroyed,
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
13 / 66
Page 14
No. Article Current Articles of Association Proposed Amendment
unless the party requesting such registration is able to provide
sufficient evidence that such party is a true shareholder and that such
shares certificates are completely lost or destroyed.
9. The Company shall refuse the registration of shares into a Collective
Deposit if such shares are encumbered, under attachment pursuant to
a court order, or seized for investigation in a criminal case.
10. The Holder of the securities account whose securities are registered in
a Collective Deposit shall be entitled to be present and/or to cast votes
at the GMS in accordance with the number of shares owned in such
securities account.
11. Holders of securities account which shall be entitled to cast votes in a
GMS shall be those whose names are recorded in the Depository and
Settlement Institution or a Custodian Bank or a Securities Company,
not later than 1 (one) working day prior to the issuance of invitation
of the GMS, the Depository and Settlement Institution, or the
Custodian Bank or the Securities Company, within such period
determined by the prevailing laws and regulations in the Capital
Market, shall submit a list of securities account holders to the
Company to be registered in the Register of the Shareholders
especially made for the GMS within such period determined by the
laws and regulations in the Capital Market.
12. The Investment Manager shall be entitled to attend and cast votes at
the GMS in respect of the Company’s shares which are in the Collective
Deposit with the Custodian Bank, constituting part of the securities
portfolio of a Mutual Fund which constitute a collective investment
contract and not in Collective Deposit with the Depository and
Settlement Institution, provided that the Custodian Bank shall notify
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
14 / 66
Page 15
No. Article Current Articles of Association Proposed Amendment
the name of the Investment Manager to the Company not later than
1 (one) working day prior to the issuance of invitation of the GMS.
13. The Company shall pay dividend, bonus shares or other rights related
to a share ownership to the Depository and Settlement Institution for
those shares which are in Collective Deposit with the Depository and
Settlement Institution and thereafter Depository and Settlement
Institution shall pay such dividend, bonus shares or other entitlements
to the Custodian Bank or the Securities Company for the interest of
the respective account holders with said Custodian Bank or Securities
Company.
14. The Company shall pay dividend, bonus shares or other rights related
a share ownership to the Custodian Bank for the shares which are in
Collective Deposit with the Custodian Bank constituting part of the
securities portfolio of a Mutual Fund which is a collective investment
contract and not in the Collective Deposit with the Depository and
Settlement Institution.
15. The determination as the time pursuant to which holders of securities
account will be entitled to receive dividend, bonus shares or other
rights related to a share ownership with respect to shares which are in
Collective Deposit shall be resolved by the GMS, provided that the
Custodian Bank and the Securities Company shall submit a list of
securities account holders and the number of the Company’s shares
owned by the respective securities account holders to the Depository
and Settlement Institution not later than the date which constitutes
the basis for determination of the shareholders entitled to receive
dividend, bonus shares or other entitlements, further delivered to the
Company not later than 1 (one) working day after the date which
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
15 / 66
Page 16
No. Article Current Articles of Association Proposed Amendment
constitutes as the basis of determination for the shareholder entitled
to receive such dividend, bonus share or other entitlements.
General Meeting of Shareholders
9. Article 9 1. GMS is: No change.
a. Annual GMS, and
b. Other GMS, in these Articles of Association shall be referred as
extraordinary GMS.
2. In these Articles of Association, the term GMS shall mean both, the
annual GMS and extraordinary GMS, unless expressly otherwise.
3. The annual GMS shall be convened not later than 6 (six) months after
the end of the financial year.
4. In the annual GMS:
a. the Board of Directors shall submit the Annual Report which has
been reviewed by the Board of Commissioners, which shall at least
contain the Financial Statements, a report on the supervision
performed by the Board of the Commissioners and other items as
provided by prevailing laws and regulations;
b. shall be resolved on the approval of the Annual Report, including
the ratification of the Financial Statements;
c. shall be resolved on the appropriation of the net profit acquired
by the Company in the preceding financial year and/or the
accumulated un-appropriated retained earnings of the Company,
if the Company has a positive profit balance;
d. if required, shall be resolved concerning the changes of the
composition of members of the Board of Directors and/or the
Board of Commissioners of the Company;
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
16 / 66
Page 17
No. Article Current Articles of Association Proposed Amendment
e. shall be resolved on the determination of salary, allowances,
tantieme and/or bonus to members of the Board of Directors and
the determinations of honorarium, allowances, tantieme and/or
bonus to members of the Board of Commissioners;
f. shall be resolved on the appointment of the Public Accountant
and/or Public Accountant Office registered at OJK as proposed by
the Board of Commissioners to audit the Financial Statements of
the current year; and
g. shall be resolved on other matters properly brought forward at
the meeting in accordance with these Articles of Association and
the prevailing laws and regulations, including laws and regulations
in the Capital Market.
5. The approval of the Annual Report, including the ratification of the
Financial Statements, by the Annual GMS shall release the members
of the Board of Directors and Board of Commissioners from all
responsibilities and liabilities (acquit et de charge) for the management
and supervision performed during the previous financial year, to the
extent such actions are recorded in the Annual Report and the
Financial Statements, unless for fraud, embezzlement, and other
criminal acts.
6. The extraordinary GMS may be convened at any time as required to
discuss and resolve any items of its agenda in the meeting, unless for
the agenda of the meeting referred to in paragraph 4 letter a, letter b
and letter c of this Article.
7. A GMS shall be convened by the Board of Directors or the Board of
Commissioners or the shareholders, in accordance with the provisions
of the Company Law, the laws and regulations in the Capital Market
and these Articles of Association.
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
17 / 66
Page 18
No. Article Current Articles of Association Proposed Amendment
8. All costs and expenses incurred for convening the GMS in accordance
with these Articles of Association and the prevailing laws and
regulations in the Capital Market shall be borne and paid by the
Company.
Place, Announcement, Invitation and Chairman of General Meeting of Shareholders
10. Article 10 1. a. Without prejudice to the other provisions in these Articles of No change.
Association, a GMS shall be convened at the domicile of the
Company or at a place of the main business activities of the
Company, or in the capital of the province where the place of
domicile of the Company is located, or in the province of the place
of domicile of the Stock Exchange in Indonesia where the shares of
the Company are listed.
b. The GMS referred to in letter a of this paragraph shall be convened
in the territory of the Republic of Indonesia.
c. Beside the holding of GMS as referred to in letter a of this
paragraph, a GMS may be convened electronically in accordance
with the laws and regulations in the Capital Market.
- In holding GMS electronically, the Company shall:
i. Contain information concerning the planning of holding
GMS electronically in the notification of the agenda of
GMS to OJK, announcement of GMS, and the invitation of
GMS; and
ii. Holding the GMS physically and attended at least by:
a) Chairman of the GMS;
b) 1 (one) member of Board of Directors and/or 1 (one)
member of Board of Commissioners; and
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
18 / 66
Page 19
No. Article Current Articles of Association Proposed Amendment
c) Capital market supporting professions that assist the
holding of GMS.
2. a. The Company shall issue an announcement of GMS to the
shareholders not later than 14 (fourteen) days prior to the date of
invitation of a GMS, without taking into account for the date of
announcement and the date of invitation of the GMS.
b. The announcement of GMS as referred to in letter a of this
paragraph is carried out at least through:
i. the website of e-GMS provider;
ii. the website of Stock Exchange; and
iii. the website of the Company;
in Indonesian Language and English Language and if it is necessary
it shall be added in other foreign languages.
c. Such announcement of GMS as referred to in letter a of this
paragraph shall at least contain:
i. The provisions regarding the shareholders who shall be entitled
to attend the GMS;
ii. The provisions regarding the shareholders entitled to propose
the agenda of the GMS;
iii. The date of holding of the GMS;
iv. The date of invitation of the GMS
v. Information that GMS is convened upon the request from the
shareholder and/or Board of Commissioners; if the GMS is
convened upon the request from the shareholder and/or the
Board of Commissioners.
3. Proposal by the shareholders shall be included in the agenda of the
meeting contained in the invitation of the GMS if:
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
19 / 66
Page 20
No. Article Current Articles of Association Proposed Amendment
a. Proposed in writing to Board of Directors not later than 7 (seven)
days prior to the date of invitation of the GMS;
b. Proposed by 1 (one) or more shareholder represent 1/20 (one per
twentieth) parts or more of the total number of shares with valid
voting rights that have been issued by the Company;
c. Done in good faith;
d. Considering the interest of the Company;
e. Shall be the agenda which requires the resolutions of the GMS;
f. Delivering the reasons and proposed material for the agenda of
GMS; and
g. Not in violation of the prevailing laws and regulations and the
Articles of Association of the Company.
4. The invitation of GMS shall be issued at least 21 (twenty-one) days
prior to the date of the GMS, without taking into account for the date
of invitation and the date of GMS.
5. a. The invitation as referred to in paragraph 4 of this Article shall be
carried out at least through:
i. the website of e-GMS provider;
ii. the website of Stock Exchange; and
iii. the website of the Company;
in Indonesian Language and English Language and if it is necessary
it shall be added in other foreign languages.
b. Such notice shall contain information at least:
i. The date, time and place of the holding of GMS;
ii. The provisions regarding the shareholders who shall be entitled
to attend the GMS;
iii. the agenda of GMS including the explanation in each agenda;
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
20 / 66
Page 21
No. Article Current Articles of Association Proposed Amendment
iv. information that the material related to the agenda of the GMS
are available for the shareholders as of the date of the invitation
of the GMS until the GMS is convened;
v. Information that the shareholder is able to grant the authority
through e-GMS.
6. The invitation for the second GMS shall be issued not later than 7
(seven) days prior to the date of the second GMS, without taking into
account for the date of invitation and the date of the GMS. In the
invitation for the second GMS shall be mentioned that invitation for
the first GMS has been issued, however the said GMS could not be
convened due to insufficiency of the quorum required by the Articles
of Association.
The provisions on the invitation for the GMS set forth in paragraph 4
and 5 of this Article shall be applicable mutatis mutandis for the
invitation of the second GMS.
7. The material of the agenda of the GMS is available for the
shareholders which can be accessed and downloaded through website
of the Company and/or e-GMS as of the invitation of the GMS until
the holding of GMS in accordance with the laws and regulations
including the laws and regulations in the Capital Market.
8. A GMS shall be chaired by a member of the Board of Commissioners
appointed by the Board of the Commissioners. In the event that all
members of the Board of Commissioners are absent or not available,
the GMS shall be chaired by a member of the Board of Directors
appointed by the Board of Directors.
If all members of the Board of Commissioners and the Board of
Directors are absent or not available, the GMS shall be chaired by one
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
21 / 66
Page 22
No. Article Current Articles of Association Proposed Amendment
of the present shareholders and appointed by the attending
shareholders.
The absence of a person in a GMS is not required to be proven to third
parties.
9. If a member of the Board of Commissioners appointed by the Board
of Commissioners to chair a GMS has a conflict of interest with the
business that shall be resolved at the GMS, such GMS shall be presided
by a member of the Board of Commissioners which has no conflict of
interest and appointed by the Board of Commissioners. If all members
of the Board of Commissioners have conflict of interest, then the GMS
shall be chaired by a member of the Board of Directors appointed by
the Board of Directors.
If the member of Board of Directors appointed to chair the GMS has a
conflict of interest with the agenda that will be resolved in the GMS,
then the GMS shall be chaired by another member of the Board of
Directors which has no conflict of interest and appointed by the Board
of Directors. If all members of the Board of Directors have conflict of
interest, then the GMS shall be chaired by a shareholder who is not a
controlling shareholder and appointed by the other majority
shareholders attending the meeting.
Quorum, Voting Rights, and Resolutions of General Meeting of Shareholders
11. Article 11 1. a. A GMS may be convened if in the meeting are attended by the No change.
shareholders or their representatives more than 1/2 (half) of the
total number of shares having legal voting rights, unless the laws
and regulations and/or these Articles of Association require a
larger quorum.
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
22 / 66
Page 23
No. Article Current Articles of Association Proposed Amendment
b. If the quorum provided in letter a of this paragraph is not acquired,
then at least 10 (ten) days, however not more than 21 (twenty-one)
days, after the date of the first GMS, a second GMS may be
convened.
c. The invitation for the second GMS shall be issued in accordance
with the provisions in Article 10 paragraph 6 of these Articles of
Association.
d. The second GMS shall be legal and authorized to adopt legal and
binding resolutions, if such GMS was attended by the shareholders
or their representatives at least 1/3 (one third) of the total number
of the issued shares with valid voting rights.
e. If quorum for the second GMS as referred to in letter d of this
Article is not acquired, the third GMS can be convened provided
that the third GMS shall be legal and authorized to adopt
resolutions if attended by the shareholders or their representatives
with valid voting rights in the attendance quorum and numbers of
voting to adopt the resolution, the invitation and the time of
holding will be determined by OJK upon the request from the
Company.
2. a. A shareholder is entitled to attend a GMS of the Company, or
represented by a power of attorney or electronic power of attorney
through e-GMS subject to laws and regulations in the Capital
Market.
b. The granted of power of attorney electronically as referred to in
letter a of this paragraph shall be carried out not later than 1 (one)
working day prior to the holding of the GMS.
c. The shareholders may also state the vote for every agenda in the
granting of power of attorney electronically.
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
23 / 66
Page 24
No. Article Current Articles of Association Proposed Amendment
d. The shareholder may change the power of attorney including the
vote if the shareholder states the vote not later than 1 (one)
working day prior to the holding of GMS.
3. The Chairman of the GMS is entitled to require that the power of
attorney to represent a shareholder to be shown and given to him at
the meeting.
4. In the GMS, each share shall give the rights to its holder to cast for 1
(one) vote.
5. Member of the Board of Directors, the Board of Commissioners and
employees of the Company may act as the proxies at the GMS,
however, vote cast by them as proxies shall not be counted in a voting.
6. Voting shall be conducted verbally, unless otherwise determined by
the chairman of the meeting without any objection by the
shareholders or the representative of the shareholders attending the
meeting owning at least 5% (five percent) of the total number of the
issued shares with valid voting rights.
7. All resolutions of the GMS shall be adopted by deliberation to reach
consensus. In case the resolution cannot be adopted by deliberation
to reach consensus, the resolution shall be adopted by voting based
on the affirmative votes of more than 1/2 (one half) of the total
number of shares with valid voting rights present and/or represented
at the meeting, unless otherwise provided in these Articles of
Association. In case of equality of votes, the proposal shall be deemed
rejected.
8. GMS which is only attended by independent shareholder convened
under the following provisions:
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
24 / 66
Page 25
No. Article Current Articles of Association Proposed Amendment
a. GMS may be convened if such GMS is attended by more than 1/2
(one half) of the total number of shares with valid voting rights
owned by the independent shareholder;
b. Resolution of GMS as referred to in letter a of this paragraph shall
be valid if approved by more than 1/2 (one half) of the total
number of shares with valid voting rights owned by the
independent shareholder;
c. In the event the quorum as referred to in letter a of this paragraph
has not been acquired, the second GMS can be convened if GMS
is attended by more than 1/2 (one half) of the total number of
shares with valid voting rights owned by the independent
shareholder;
d. The resolution of the second GMS shall be valid if approved by
more than 1/2 (one half) of the total number of shares with valid
voting rights owned by the independent shareholder attending the
GMS;
e. In the event the attendance quorum at the second GMS as referred
to letter c of this paragraph has not been acquired, the third GMS
can be convened provided that the third GMS shall be legal and
authorized to adopt resolution if attended by the independent
shareholder of the shares with valid voting rights, in the attendance
quorum determined by OJK upon the request from the Company;
and
f. The resolution of the third GMS shall be valid if approved by the
independent shareholders representing more than 50% (fifty
percent) of shares owned by the independent shareholders
attending the GMS.
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
25 / 66
Page 26
No. Article Current Articles of Association Proposed Amendment
9. The shareholders with valid voting rights which are present in a GMS,
however does not cast their votes (abstain) shall be deemed to have
cast the same votes as those cast by the majority shareholders.
10. The Summary of the Minutes of GMS is obliged to be announced to
public not later than 2 (two) working days after a GMS is convened, at
least through:
a. the website of e-GMS provider;
b. the website of Stock Exchange; and
c. the website of the Company;
in Indonesian Language and English Language and if it is necessary it
shall be added in other foreign languages.
11. The Company shall be obliged to provide Minutes of GMS made and
signed by the Chairman of the GMS and at least 1 (one) shareholder
appointed by the participant of GMS. The signing as referred to in this
paragraph is not required if such minutes of GMS made in the form of
a deed of minutes of GMS made by Notary registered at OJK.
In the event GMS is a GMS attended by independent shareholder only,
the minutes of GMS shall be made in the form of deed of minutes of
GMS drawn up by Notary registered at OJK.
Amendment of the Articles of Association
12. Article 12 1. Amendments to the Articles of Association shall be resolved by the No change.
GMS, in which meeting shall be present or represented at least 2/3
(two-third) of the total number of the total issued shares with valid
voting rights and the resolution shall be approved by more than 2/3
(two-third) of the total number of shares with valid voting rights
present or represented at the meeting. Amendment of the Articles of
Association shall be made in a notarial deed and in Bahasa Indonesia.
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
26 / 66
Page 27
No. Article Current Articles of Association Proposed Amendment
2. Amendment of the Articles of Association concerning the change of
name and/or domicile of the Company, the objective and purpose and
business activities, the period of the Company, the amount of the
authorized capital, the reduction of the issued capital and paid-up
capital and the change of the status from a private Company to
become a public Company or vice versa, shall be approved by the
Minister of Laws and Human Rights of the Republic of Indonesia.
3. Amendment of the Articles of Association on matters other than
those referred to in paragraph 2 of this Article shall be reported to the
Minister of Law and Human Rights of the Republic of Indonesia.
4. If the required quorum as referred to in paragraph 1 of this Article is
not acquired, then a second GMS can be convened provided that the
second GMS shall be legal and authorized to adopt resolution if such
GMS attended by the shareholders and/or their representatives
representing at least 3/5 (three-fifth) of the total number of the issued
shares with valid voting rights and be approved by more than 1/2
(half) of the total number of shares with valid voting rights present
and/or represented at the concerned GMS.
5. If the quorum as referred to in paragraph 4 of this Article is not
acquired, upon the request of Board of Directors on behalf of the
Company, the quorum requirement, the number of votes required to
adopt a resolution, the invitation and the period of time to convene
the third GMS shall be determined by OJK.
6. A resolution on the reduction of the capital shall be notified in writing
to all creditors of the Company and announced by the Board of
Directors in 1 (one) or more daily newspapers having national
circulation not later than 7 (seven) days commencing from the date of
the resolution on reduction of capital is adopted.
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
27 / 66
Page 28
No. Article Current Articles of Association Proposed Amendment
Merger, Consolidation, Acquisition and Split Up
13. Article 13 1. a. Subject to prevailing laws and regulations, a merger, consolidation, No change.
acquisition or split up may only be effected pursuant to a
resolution of the GMS attended by the shareholders or their valid
representatives representing at least 3/4 (three-fourth) of total
number of the issued shares with valid voting rights and such
resolution shall be approved by more than 3/4 (three-fourth) of the
total number of shares with valid voting rights who are present or
represented at such GMS.
b. If the quorum referred to in letter a of this paragraph is not
acquired, then a second GMS shall be legal and authorized to
adopt legal and binding resolutions if in such meeting are present
or represented the shareholders owning at least 2/3 (two-third) of
the total number of the issued shares with valid voting rights and
such resolution shall be approved by more than 3/4 (three-fourth)
of the total number of shares with valid voting rights present or
represented at the concerned GMS.
c. If the quorum referred to in letter b of this paragraph is not
acquired, upon the request of the Board of Directors on behalf of
the Company, the quorum requirement, the number of votes
required to adopt a resolution, invitation and time for holding the
third GMS shall be determined by OJK.
2. The Board of Directors shall announce at least in:
(i) 1 (one) daily newspaper in Indonesian Language which published
or having national circulation;
(ii) in the website of Stock Exchange where the shares of the
Company have been listed, and
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
28 / 66
Page 29
No. Article Current Articles of Association Proposed Amendment
(iii) in the website of the Company regarding the plan of merger,
consolidation, acquisition or split up of the Company not later
than 30 (thirty) days prior to the invitation of the GMS.
The Board of Directors
14. Article 14 1. The Company shall be managed and directed by a Board of Directors, No change.
consisting of at least 3 (three) members of Board of Directors, namely
one President Director, one or more Deputy President Director, and
one or more Directors, subject to prevailing laws and regulations.
2. a. Members of the Board of Directors shall be appointed by the GMS
each for a term commencing from the date determined in the GMS
appointing such members of the Board of Directors until the
closing of the third GMS convened after the GMS which appoints
such members of the Board of Directors, without prejudice to the
laws and regulations including the regulations in the Capital
Market and other provisions in these Articles of Association.
b. The GMS is entitled at any time to dismiss the members of the
Board of Directors before their term of office are expired, subject
to the prevailing laws and regulations. Such dismissal shall take
effect from the closing of the GMS which resolve on such dismissal,
unless if the GMS determines another dismissal date.
3. Those who may be appointed as members of the Board of Directors
are Indonesian Citizen and/or Foreign Citizen who are eligible to be
appointed as members of the Board of Directors of the Company
pursuant to the applicable laws and regulations, including the laws
and regulations in the Capital Market.
4. The segregation of duties and authorities for each member of the
Board of Directors shall be resolved by the GMS, subject to prevailing
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
29 / 66
Page 30
No. Article Current Articles of Association Proposed Amendment
laws and regulations. If no such resolution is made by the GMS, the
segregation of duties and authorities among members of the Board
of Directors shall be resolved by a resolution of the Board of Directors.
5. The provisions concerning the amount and form of the salaries,
allowances, tantieme and/or bonus (if any) for members of the Board
of Directors shall be determined by the GMS, subject to the prevailing
laws and regulations.
Such authority may be delegated by the GMS to the Board of
Commissioners.
6. Members of the Board of Directors whose terms of office has been
expired maybe re-elected.
7. If for any reasons, positions of one or more or all members of the
Board of Directors are vacant, then within a period 90 (ninety) days
after the occurrence of such vacancy a GMS shall be convened, to fill
such vacancy, subject to applicable laws and regulations and other
provisions in these Articles of Association.
8. The term of office of a member of the Board of Directors appointed
to replace another member of the Board of Directors who has resigned
or dismissed from his position, or to fill a vacancy, or to increase the
number of members of the Board of Directors, shall be similar to the
remaining term of office of the member of the Board of Directors who
has resigned or dismissed or causing the vacancy or the remaining
term of office of the incumbent members of the Board of Directors.
9. If for any reasons whatsoever all positions in the Board of Directors
are vacant, the Company shall be temporarily managed by members
of the Board of the Commissioners appointed by the Board of
Commissioners Meeting.
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
30 / 66
Page 31
No. Article Current Articles of Association Proposed Amendment
10. A member of the Board of Directors may resign from his position by
giving prior written notice of his intention to the Company.
The Company is obliged to convene a GMS to resolve on the request
for the resignation of a member of the Board of Directors within a
period of 90 (ninety) days after the date of receipt of notice of
resignation, subject to the applicable laws and regulations, including
the regulations in the Capital Market.
11. In the event the resignation of a member of the Board of Directors
which shall result that the number of the remaining members of the
Board of Directors to become less than 3 (three) members, shall be
valid and take effect, and if the GMS has approved such resignation
and new members of the Board of Directors have been appointed to
comply with the minimum number of members of the Board of
Directors, subject to the prevailing laws and regulations including the
regulations in the Capital Market and other provisions in these Articles
of Association.
12. In the event of suspension of a member of the Board of Directors by
the Board of Commissioners, the Company is obliged to convene a
GMS within a period of not later than 90 (ninety) days after the date
of the suspension, without prejudice to the provision in Article 18 of
these Articles of Association. By the lapse of time of convening the
GMS as provided in these Articles of Association or the GMS does not
make any resolutions, the suspension of such member of the Board of
Directors shall by operation of law cancelled.
13. The term of office of a member of the Board of Directors shall
terminate in the event of:
(a) Resignation pursuant to provision in paragraph 10 of this Article;
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
31 / 66
Page 32
No. Article Current Articles of Association Proposed Amendment
(b) Non-compliance with the requirements of the prevailing laws and
regulations;
(c) Death;
(d) Dismissed pursuant to a resolution of the GMS.
14. Criteria, mechanism, and other procedures in relation to the
appointment, replacement, dismissal, and/or resignation and also the
fulfilment of office of the members of the Board of Directors will be
further regulated in the Corporate Governance Manual and Guidance
of Rule of Order for the Board of Directors which will be reviewed
periodically from time to time, and also provisions of laws and
regulations concerning governance for Commercial Bank.
Duties and Authorities of The Board of Directors
15. Article 15 1. The Board of Directors shall be fully responsible in the management Correction of typo, should be “or” not “upon”
of the Company for the interest of the Company, in accordance with
the objectives and purposes specified in these Article of Association.
2. Each member of the Board of Directors shall perform his duties and
responsibilities of the Board of Directors as specified in paragraph 1
of this Article in good faith, with full responsibility and prudence, by
complying with the prevailing laws and regulations.
3. The Board of Directors shall represent the Company in and outside the
court of law with regards to all matters and in any events, to bind the
Company to another party and another party to the Company and to
performs all acts concerning the management or ownership, however
subject to the following limitations:
a. To lend money or to grant credit facility or other banking facility
which is similar to or which result in the lending of the money, (i)
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
32 / 66
Page 33
No. Article Current Articles of Association Proposed Amendment
to a related party as provided in POJK regarding Legal Lending
Limit of Commercial Bank, or (ii)exceeding the amount from time
to time determined by the Board of Commissioners;
b. To bind the Company as a surety or guarantor (borgtocht), or
otherwise to be responsible for the payment of obligation of other
party, (i) which constitutes a related party as provided in POJK
regarding Legal Lending Limit of the Commercial Bank, or (ii)
exceeding the amount from time to time determined by the Board
of Commissioners;
c. To establish a new company, to make or to increase the
participation in the capital (except the increase of participation in
the capital in connection with the issuance of stock dividend or
bonus shares upon or in connection with efforts on credit
recovery), or to decrease the participation of the capital in other
company, subject to the approval of the competent authority;
d. To borrow money from other party (not included in letter a of this
paragraph) or to receive a credit facility or other banking facility
which results in the borrowing of money to other party in the
amount exceeding the amount from time to time determined by
the Board of Commissioners;
e. To write off or to take out from the Company’s records the
Company’s receivables exceeding the amount from time to time
determined by the Board of Commissioners;
f. To transfer or release the Company’s rights to demand payment of
receivables that have been written off exceeding the amount from
time to time determined by the Board of Commissioners;
g. To buy, sell or transfer or release the title, or to provide for security
or collateral, the assets of the Company either in one transaction
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
33 / 66
Page 34
No. Article Current Articles of Association Proposed Amendment
or in several independent or inter related transactions, in amount
exceeding the amount from time to time determined by the Board
of Commissioners (without prejudice to paragraph 4 of this Article);
h. To approve the Company’s main policies and other policies in
accordance with the prevailing laws and regulations.
i. To perform a strategic act or transaction which significantly shall
effect the continuity of the Company, as shall from time to time be
determined by the Board of Commissioners.
The Board of Directors shall obtain the prior written approval of, or
the relevant document shall be countersigned by the Board of
Commissioners; which approval may be issued for one transaction or
more than one transactions and from time to time may be reviewed,
subject to the prevailing laws and regulations.
4. Legal act to transfer, release of rights or encumbrance for security of
the asset of the Company which constitutes more than 50% (fifty
percent) of the Company’s net asset value in one financial year, either
in a single transaction or several independent or inter related
transaction, shall obtain the approval of the GMS in which are present
and/or represented the shareholders owning at least 3/4 (three-
fourth)of the total number of the shares having valid voting rights
issued by the Company and the resolution is approved by more than
3/4 (three-fourth) of the total number of shares with valid voting rights
present and/or represented at the said GMS.
5. a. If the quorum as specified in paragraph 4 of this Article is not
acquired, a second GMS may be convened at the earliest of 10 (ten)
days and not later than 21 (twenty-one) days after the first
meeting, subject to the same conditions and agenda as the first
GMS, and the invitation shall have to be delivered at least 7 (seven)
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
34 / 66
Page 35
No. Article Current Articles of Association Proposed Amendment
calendar days prior to the second GMS, without taking into
account for the date of invitation and the date of the GMS.
The second GMS may be convened provided that the second GMS
is legal and authorized to adopt resolution if such GMS is attended
or represented by the shareholders and/or the authorized
representative owning at least 2/3 (two-third) of the total number
of the shares with valid voting rights and the resolution of the GMS
is approved by more than 3/4 (three-fourth) of the total number of
shares with valid voting rights present or represented in the said
GMS.
b. If the attendance quorum at the second GMS as referred to in letter
a of this paragraph is not acquired, the third GMS may be
convened provided that the third GMS shall be legal and
authorized to adopt the resolution if attended by the shareholders
or their representatives with valid voting rights in the attendance
quorum, the number of votes required for the adoption of the
resolution, the invitation and time for convening the subsequent
GMS shall be determined by OJK.
6. a. The President Director and 1 (one) member of the Board of Directors
jointly shall be entitled and authorized to act for and on behalf of
the Board of Directors, and to represent the Company.
b. If the President Director is not present or unavailable for whatever
reasons, no evidence of such fact to other parties shall be required
to be given, the Deputy President Director and 1 (one) member of
the Board of Directors jointly shall be entitled and authorized to
act for and on behalf of the Board of Directors and therefore to
represent the Company; if the Deputy President Director is also not
present or unavailable for whatever reasons, then 2 (two) members
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
35 / 66
Page 36
No. Article Current Articles of Association Proposed Amendment
of the Board of Directors jointly shall be entitled and authorized to
act for and on behalf of the Board of Directors and therefore to
represent the Company.
7. To perform a legal act containing a conflict of interest as provided by
prevailing laws and regulations in the Capital Market is subject to the
approval of the GMS as referred to in Article 11 paragraph 8 of these
Articles of Association.
8. If the Company has a conflict of interest with the interest of the
individual member of the Board of Directors, the Company shall be
represented by another member of the Board of Directors and if the
Company has a conflict of interest of all members of the Board of
Directors, thus the Company shall be represented by one of the
members of the Board of Commissioners appointed based on
resolution of the Board of Commissioners. If all members of the Board
of Directors and/or the Board of Commissioners have conflict of
interest with the Company, thus the Company shall be represented by
another party as shall be designated by the GMS.
9. Without affecting its responsibility, the Board of Directors shall, for
specific act, be entitled to appoint one or more attorneys with such
powers as provided in a specific power of attorney; such authorization
shall comply with the Articles of Association and the prevailing laws
and regulations.
10. In the occurrence of a vacancy in the members of the Board of
Directors, or the number of the incumbent members of the Board of
Directors is less than those required in Article 14 paragraph 1 of these
Articles of Association, then all duties and responsibilities granted to
the Board of Directors by applicable laws and regulation, including the
laws and regulations in the Capital Market, and these Articles of
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
36 / 66
Page 37
No. Article Current Articles of Association Proposed Amendment
Association shall be performed by the remaining incumbent members
of the Board of Directors, without prejudice to Article 14 paragraph 7
of these Articles of Association.
Meeting of the Board of Directors
16. Article 16 1. A Meeting of the Board of Directors may be convened at any time No change.
when deemed necessary:
a. By one or more members of the Board of Directors;
b. If requested in writing by 1 (one) or more members of the Board
of Commissioners; or
c. If requested in writing by 1 (one) or more of shareholders
collectively owning 1/10 (one-tenth) or more of the total number
of the issued shares with valid voting rights.
Subject to the foregoing provisions, the Board of Directors is obliged
to convene a Meeting of the Board of Directors periodically, at least 1
(one) time every month and to make a schedule on Meetings of the
Board of Directors that will be convened periodically during the
subsequent financial year, prior to the ending of the current financial
year. For convening a meeting of the Board of Directors that has been
scheduled in this Article, invitation of meeting is not required.
2. Invitation of Meeting of the Board of Directors other than the
scheduled meeting referred to in paragraph 1 of this Article held by
the member of the Board of Directors who are entitled to act for and
on behalf of the Board of Directors pursuant to provisions in Article
15 of these Articles of Association. An invitation of the Meeting of the
Board of Directors shall be made in writing by registered mail or
facsimile or other communication tools (among others but not limited
to electronic mail) delivered directly to each member of the Board of
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
37 / 66
Page 38
No. Article Current Articles of Association Proposed Amendment
Directors with proper receipt at least 3 (three) days before the date of
the meeting. Without taking into account for the date of summon and
the date of meeting.
The invitation of the Meeting of the Board of Directors shall mention
the agenda, date, time and venue of the meeting.
For the Meetings of the Board of Directors other than the scheduled
meetings, material of the meeting shall be delivered to the attendants
of the meeting before the meeting is convened.
3. The Meeting of the Board of Directors shall be convened at the
domicile of the Company or at a location where the Company runs its
main business activities or at a place of domicile of the Stock Exchange
where the shares of the Company are listed. If all members of the
Board of Directors are present or represented, prior notice is not
required and the Meeting of the Board of Directors may be held at
any places and shall be entitled to adopt legal and binding resolutions.
4. The Meeting of the Board of Directors shall be chaired by the
President Director; if the President Director is absent or unavailable
for any reasons whatsoever which is not required to be proven to third
parties, the Meeting of the Board of Directors shall be chaired by the
Deputy President Directors; if the Deputy President Director is absent
or unavailable for any reasons whatsoever which is not required to be
proven to third parties, the Meeting of the Board of Directors shall be
chaired by one member of the Board of Directors elected by and from
those members of Board of Directors who are present.
5. A member of the Board of Directors may be represented at the
Meeting of the Board of Directors only by another member of the
Board of Directors pursuant to a power of attorney.
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
38 / 66
Page 39
No. Article Current Articles of Association Proposed Amendment
6. A Meeting of the Board of Directors shall be legal and entitled to
adopt binding resolutions if more than 1/2 (half) of the total number
of members of the Board of Directors are present or represented in
the meeting.
7. Resolution of the Meeting of the Board of Directors shall be adopted
by mutual consent through deliberation. If such mutual consent
through deliberation is not obtained, then the resolutions shall be
adopted by the affirmative votes of more than 1/2 (half) of the total
number of votes cast in the meeting.
8. In the event of equal number of votes, the Chairman of the Meeting
of the Board of Directors shall have the casting vote.
9. a. Each member of the Board of Directors present shall have the right
to cast 1 (one) vote and 1 (one) additional vote for each other
member of the Board of Directors who represented.
b. Voting shall be conducted verbally, unless the Chairman of the
Meeting of the Board of Directors determines otherwise, without
any objection by the majority of those present in the meeting.
c. Blank or void votes shall be considered not legally cast and
therefore being non-existent and shall not be counted in the
determination of the number of votes cast.
10. a. Minutes of the Meeting of the Board of Directors shall be drawn up
by a person present at and appointed by the Chairman of the
meeting and shall be signed by all members of the Board of
Directors present or represented in the meeting and submitted to
all incumbent members of the Board of Directors. In the event of
dispute with respect to matters mentioned in the minutes of the
Meeting of the Board of Directors, then such dispute shall be
resolved in a Meeting of the Board of Directors and the resolution
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
39 / 66
Page 40
No. Article Current Articles of Association Proposed Amendment
shall be approved by more than 1/2 (half) of the total number of
members of the Board of Directors present and/or represented in
the meeting. The minutes of the Meeting of the Board of Directors
shall be served as a legal evidence to the members of the Board of
Directors and third parties concerning resolutions adopted in the
meeting.
b. Dissenting opinion proposed in writing by one or more members
of the Board of Directors in the Meeting of the Board of Directors
and the reason of such dissenting opinion shall be recorded in the
minutes of the Meeting of the Board of Directors.
c. If the minutes of meeting is made in a notarial deed, thus the
signature required in letter a of this article is not necessary.
11. A member of the Board of Directors may participate in a Meeting of
the Board of Directors by conference call or conference video or a
similar communication tools which enables all participants in the
meeting to see, to hear and to speak with each other. The participation
of such member of the Board of Directors shall be equal to a personal
attendance in a Meeting of the Board of Directors and shall be
computed in the determination of the quorum of the said meeting.
The resolution adopted in the Meeting of the Board of Directors
convened in aforesaid manner shall be legal and binding. With respect
to the Meeting of the Board of Directors where a member of the Board
of Directors participates in the manner as provided in Article 16 of
these Articles of Association, subject to the following:
a. The member of the Board of Directors participating in the Meeting
of the Board of Directors in the manner referred in this paragraph
may not act as Chairman of the meeting.
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
40 / 66
Page 41
No. Article Current Articles of Association Proposed Amendment
b. Votes cast by the member of the Board of Directors which
participate in the Meeting of the Board of Directors in the manner
referred to in this paragraph shall be equal to votes legally cast in
a Meeting of the Board of Directors;
c. If during the meeting there is damages or failure in conference call
or conference video or other similar communication tools, thus
such matters will not have impacts to the quorum of the meeting
that has been acquired prior to such damages or failure on the
conference call or conference video or other similar
communication tools. The members of the Board of Directors
participating in the Meeting of the Board of Directors in the
manner as aforesaid shall be deemed not to cast any vote in
respect of proposal made after the damages or failure on the
conference call or conference video or other similar
communication tools.
d. The minutes of the Meeting of the Board of Directors in which
participation is made by conference call or conference video or
other telecommunication tools as specified in this paragraph shall
be prepared in writing and distributed to and be signed by those
attending the meeting. If the minutes of the Meeting of the Board
of Directors is made in the form of a notarial deed, the signing
referred to in this paragraph is not required.
12. A member of the Board of Directors who in whatever manner,
individually, directly or indirectly, has an interest in the transaction,
contract or proposed contract in which the Company is one of the
Parties, shall declare the nature of his interest in a Meeting of the
Board of Directors and is not entitled to participate in the voting with
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
41 / 66
Page 42
No. Article Current Articles of Association Proposed Amendment
respect to matters related to said transaction or contract, except if the
Meeting of the Board of Directors determines otherwise.
13. The Board of Directors may also adopt legal and binding resolutions
without holding a Meeting of the Board of Directors, provided that all
members of the Board of Directors have been notified in writing and
all members of the Board of Directors shall have given their approvals
in writing to the proposal by signing such approval. Resolutions
adopted in such manner shall have the same power as resolutions
legally adopted at a Meeting of the Board of Directors.
14. At least 1 (one) time in every 4 (four) months, the Board of Directors
shall convene a Meeting of Board of Directors with the Board of
Commissioners, in accordance with the applicable laws and
regulations, including the laws and regulations in the Capital Market.
15. Mechanism and procedures of a Meeting of Board of Directors will be
further regulated in the Corporate Governance Manual and Guidance
of Rule of Order for the Board of Directors which will be reviewed
periodically from time to time, and also provisions of laws and
regulations concerning governance for Commercial Bank.
Meeting of the Board of DCommissioners
17. Article 17 1. The Board of Commissioners shall consist of at least 3 (three) members No change.
of the Board of Commissioners, provided that one of the members of
Board of Commissioners shall be appointed as the President
Commissioner.
2. a. Members of the Board of Commissioners shall be appointed by the
GMS each for a term commencing from the date determined in the
GMS appointing such members of the Board of the Commissioners
until the closing of the third annual GMS convened after the GMS
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
42 / 66
Page 43
No. Article Current Articles of Association Proposed Amendment
which appoint such members of the Board of Commissioners,
subject to the prevailing laws and regulations and other provisions
in these Articles of Association.
b. The GMS is entitled at any time to dismiss the members of the
Board of Commissioners before their term of office are expired,
subject to the prevailing laws and regulations. such dismissal shall
take effect from the closing of the General Meeting of shareholders
which resolves on such dismissal, unless if the GMS determines
another date of dismissal.
c. A member of the Board of Commissioners whose term of
office has expired may be re-elected.
3. Those who may be appointed as members of the Board of
Commissioners are Indonesian Citizen and/or Foreign Citizen, who are
eligible to be appointed as members of the Board of Commissioners
as specified in the prevailing laws and regulations including laws and
regulation in the Capital Market.
4. The provisions concerning salary or honorarium, and allowances for
members of the Board of Commissioners shall be determined by the
GMS, subject to the prevailing laws and regulations.
5. a. If for any reasons whatsoever, the positions one or more or all
members of the Board of Commissioners are vacant, then within
90 (ninety) days after the occurrence of such vacancy a GMS shall
be convened to fill such vacancy, subject to applicable laws and
regulations in the Capital Market and other provisions in these
Articles of Association.
b. The term of office of a member of the Board of Commissioners
appointed to replace another member of the Board of
Commissioners who has resigned or dismissed from his position,
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
43 / 66
Page 44
No. Article Current Articles of Association Proposed Amendment
or to fill a vacancy, or to increase the number of members of the
Board of Commissioners, shall be the remaining term of office of
the member of the Board of Commissioners who has resigned or
dismissed or causing the vacancy or the remaining term of office
of the incumbent members of the Board of Commissioners.
6. A member of the Board of Commissioners may resign from his
position by giving prior written notice of his intention to the Company.
The Company is obliged to convene a GMS to resolve on the request
for the resignation of a member of the Board of Commissioners within
a period of 90 (ninety) days after the date of receipt of notice of
resignation, subject to the applicable laws and regulations, including
the regulations in the Capital Market.
7. In the event the resignation of a member of the Board of
Commissioners which shall result that the number of the remaining
members of the Board of Commissioners to become less than 3 (three)
members, shall take effect at the time, and if the GMS has approved
such resignation and new members of the Board of Commissioners
have been appointed to comply with the minimum number of
members of the Board of Commissioners as specified in these Articles
of Association.\
8. The term of office of a member of the Board of Commissioners shall
terminate in the event of:
(a) Resignation pursuant to provision in paragraph 6 of this Article;
(b) Non-compliance with the requirements of the prevailing laws and
regulations;
(c) Death;
(d) Dismissed pursuant to a resolution of the GMS.
9. Criteria, mechanism, and other procedures in relation to the
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
44 / 66
Page 45
No. Article Current Articles of Association Proposed Amendment
appointment, replacement, dismissal, and/or resignation and also the
fulfilment of office of the members of the Board of Commissioners will
be further regulated in the Corporate Governance Manual and
Guidance of Rule of Order for the Board of Commissioners which will
be reviewed periodically from time to time, and also provisions of laws
and regulations concerning governance for Commercial Bank.
Duties and Authorities of the Board of Commissioners
18. Article 18 1. The Board of Commissioners shall have a duty and responsibility to No change.
supervise the policy of management, the general conduct of the
management, either of the Company or its business activities, by and
to provide advises to the Board of Directors, subject to the applicable
laws and regulations, including the laws and regulations in the Capital
Market.
Each member of the Board of Commissioners shall perform his duties
and responsibilities in good faith, with full responsibility and
prudence, subject to the prevailing laws and regulations including the
regulations in the Capital Market.
2. The members of the Board of Commissioners, either jointly or
severally, at any time during the office hours of the Company, shall be
entitled to enter into the buildings, offices and premises used by the
Company and shall have the right to inspect all the books, documents
and other evidences of the Company, and to inspect and check the
cash position and other assets and has the right to be reported of all
actions taken by the Board of Directors.
3. The Board of Directors and each member of the Board of Directors
shall give all relevant information about the Company requested by
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
45 / 66
Page 46
No. Article Current Articles of Association Proposed Amendment
the Board of Commissioners as required by the Board of
Commissioners in the discharge of their duties.
4. The Board of Commissioners, pursuant to a resolution adopted in a
Meeting of the Board of Commissioners, may at any time suspend one
or members of the Board of Directors, if such member(s) of the Board
of Directors act(s) in violation of the Articles of Association and/or the
prevailing laws and regulations or harmful to the objective and
purposes of the Company or fails to perform his/her duties.
5. Such suspension, together with the reason thereof, shall have to be
informed in writing to the concerned member(s) of the Board of
Directors.
6. Within the period of 90 (ninety) days after such suspension, the Board
of Commissioners shall convene an extraordinary GMS which shall
resolve whether such member(s) of the Board of Directors shall be
permanently dismissed or reinstated in his/her position.
In such extraordinary GMS, suspended member(s) of the Board of
Directors shall be given opportunity to defend
himself/herself/themselves.
7. The GMS mentioned in paragraph 6 of this Article shall be chaired by
members of the Board of Commissioner appointed by the Board of
Commissioner, in the event no members of the Board of
Commissioner present in the meeting due to any reasons whatsoever
which is not required to be proven to third parties, the GMS shall be
chaired by a shareholder appointed among the shareholders and/or
attorney from all shareholders attending the concerned GMS.
8. If the GMS referred in paragraph 6 of this Article, (i) is not convened
within 90 (ninety) days after such temporary suspension of the
member(s) of the Board of Directors, or (ii) cancels the resolution on
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
46 / 66
Page 47
No. Article Current Articles of Association Proposed Amendment
temporary suspension resolved by the Board Commissioners, then
such suspension shall by operation of laws be void and the relevant
person shall be reinstated in his original position.
9. If all members of the Board of Directors are suspended, or for any
reason there are no incumbent members of the Board of Directors,
the Board of Commissioners shall temporarily manage the Company.
In such event, the Board of Commissioners by a resolution of the
Meeting of the Board of Commissioners, at its own responsibility, shall
be entitled to grant temporary power to one or more of its members
to manage and act for and on behalf and to represent the Company,
subject to provisions in Article 18 paragraph 6 of these Articles of
Association.
10. In the occurrence of a vacancy in the members of the Board of
Commissioners, or the number of incumbent members of the Board
of Commissioners are less than those required in Article 17 paragraph
1 of these Articles of Association, thus all duties and authorization
granted to the Board of Commissioners by applicable laws and these
Articles of Association shall be performed by the remaining incumbent
members of the Board of Commissioner, subject to the provisions in
Article 17 paragraph 5 of these Articles of Association.
Meeting of the Board of Commissioners
19. Article 19 1. A Meeting of the Board of Commissioners may be convened at any No change.
time when deemed necessary:
a. By one or more members of the Board of Commissioners;
b. If requested in writing by the Meeting of the Board of Directors; or
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
47 / 66
Page 48
No. Article Current Articles of Association Proposed Amendment
c. If requested in writing by 1 (one) or more of shareholders
collectively owning 1/10 (one-tenth) or more of the total number
of the issued shares with valid voting rights.
Subject to the foregoing provisions, the Board of Commissioners is
obliged to convene a Meeting of the Board of Directors periodically,
at least 1 (one) time every 2 (two) months and make a schedule on
meetings of the Board of Directors that will be convened periodically
for the subsequent financial year, before end of the current financial
year. For convening a Meeting of the Board of Commissioner that has
been scheduled in this paragraph, invitation of meeting is not
required.
2. An invitation of the Meeting of the Board of Commissioners other than
the scheduled meeting referred to in paragraph 1 of this article shall
be held by President Commissioner or 2 (two) members of the Board
of Commissioners.
3. An invitation of the Meeting of the Board of Commissioners referred
in paragraph 2 of this Article shall be made in writing by registered
mail or facsimile or other communication tools (among others but not
limited to electronic mail) delivered directly to each member of the
Board of Commissioners with proper receipt. The invitation shall be
submitted to each member of Board of Commissioners at least 3
(three) calendar days before the date of the Meeting of the Board of
Commissioners without taking into account for the date of invitation
and the date of the Meeting of the Board of Commissioners. The
invitation shall mention the agenda, date, time and venue of the Board
of Commissioner Meeting.
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
48 / 66
Page 49
No. Article Current Articles of Association Proposed Amendment
For the Meetings of the Board of Commissioners other than the
scheduled meetings, material of the meeting shall be delivered to the
attendants of the meeting before the meeting is convened.
4. The Meeting of the Board of Commissioner shall be convened at the
domicile of the Company or at a location where the Company runs its
main business activities or at a place of domicile of the Stock Exchange
where the shares of the Company are listed.
If all members of the Board of Commissioners are present of
represented in such meeting, thus prior invitation is not required and
the Meeting of the Board of Commissioners may be held at any places
and shall be entitled to adopt legal and binding resolutions.
5. The Meeting of the Board of Commissioner shall be chaired by the
President Commissioner; if the President Commissioner is absent or
unavailable for any reasons whatsoever which is not required to be
proven to third parties, the Meeting of the Board of Commissioners
shall be chaired by one member of the Board of Commissioners
elected by and from those members of the Board of Commissioners
present at the meeting.
6. A member of the Board of Commissioners may be represented at the
Meeting of the Board of Commissioners only by another member of
the Board of Commissioner pursuant to a power of attorney.
7. The Meeting of the Board of Commissioners shall be legal and entitled
to adopt binding resolutions if more than 1/2 (one-half) of the total
number of members of the Board of Commissioners are present or
represented in the Board of Commissioners Meeting.
8. Resolution of the Meeting of the Board of Commissioners shall be
adopted by mutual consent through deliberation. If such mutual
consent through deliberation is not acquired then the resolutions shall
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
49 / 66
Page 50
No. Article Current Articles of Association Proposed Amendment
be adopted by the affirmative votes of more than 2/3/ (two-third) of
the total number of votes cast in the meeting.
9. In the event of equal number of votes, the Chairman of the Meeting
of the Board of Commissioners shall have the casting vote.
10. a. Each member of the Board of Commissioner present shall have the
right to cast 1 (one) vote and 1 (one) additional vote for each other
member of the Board of Commissioners who legally represented.
b. A member of the Board of Commissioner which in any manner has
a personal interest directly or indirectly in one transaction, contract
or proposed contract where a company is a party, shall declare his
interest to the other members of the Board of Commissioners and
is not entitled to cast any vote in any proposal or resolution with
respect to such transaction, contract or proposed contract, unless
the Board of Commissioners Meeting determines otherwise.
c. Voting shall be conducted verbally, unless the Chairman of the
meeting determines otherwise, without any objection by the
majority of those present in the meeting.
d. Blank or void votes shall be considered not legally cast and
therefore being non-existent and shall not be counted in the
determination of the number of votes cast.
11. a. Minutes of the Meeting of the Board of Commissioners shall be
drawn up by a person present at and appointed by the Chairman
of the meeting and shall be signed by all members of the Board of
Commissioners present or represented in the meeting and
submitted to all incumbent members of the Board of
Commissioner. In the event of dispute with respect to matters
mentioned in the minutes of the Meeting of the Board of
Commissioners, then such dispute shall be resolved in a Meeting
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
50 / 66
Page 51
No. Article Current Articles of Association Proposed Amendment
of the Board of Commissioners and the resolution shall be
approved by more than 1/2 (one-half) of the total number of
members of the Board of Commissioners present or represented
in the meeting. The minutes of the Meeting of the Board of
Commissioner shall be served as a legal evidence to the members
of the Board of Commissioner and third parties concerning
resolutions adopted in the meeting.
b. Dissenting opinion proposed in writing by one or more members
of the Board of Commissioners in the Meeting of the Board of
Commissioner and the reason of such dissenting opinion shall be
recorded in the minutes of the Board of Commissioner Meeting.
c. If the minutes of meeting is made in a notarial deed, thus the
signature required in letter a of this article is not necessary.
12. A member of the Board of Commissioner may participate in a Meeting
of the Board of Commissioners by conference call or conference video
or a similar communication tools which enables all participants in the
meeting to see, to hear and to speak with each other.
The participation of such member of the Board of Commissioners shall
be equal to a personal attendance in a Meeting of the Board of
Commissioners and shall be computed in the determination of the
quorum of the said meeting. The resolution adopted in the Meeting
of the Board of Commissioners convened in aforesaid manner shall be
legal and binding. With respect to the Meeting of the Board of
Commissioners where a member of the Board of Commissioner
participates in the manner as provided in Article 19 of these Articles
of Association, subject to the following:
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
51 / 66
Page 52
No. Article Current Articles of Association Proposed Amendment
a. The member of the Board of Commissioners participating in the
Meeting of the Board of Commissioner in the manner referred in
this paragraph may not act as Chairman of the meeting.
b. Votes cast by the member of the Board of Commissioner which
participate in the Meeting of the Board of Commissioners in the
manner referred to in this paragraph shall be equal to votes legally
cast in a meeting;
c. If during the meeting there are damages or failure of the
conference call or conference video or other similar
communication tools thus such occurrence shall not effect the
quorum that has been acquired prior to damages or failure of the
conference call or conference video or other similar
communication tools.
The members of the Board of Commissioners participating in the
Meeting of the Board of Commissioner in the manner as aforesaid
shall be deemed not to cast any vote in respect of proposal made
after the damages or failure of the conference call or conference
video or other similar communication tools.
d. The minutes of the Meeting of the Board of Commissioners in
which participation is made by conference call or conference video
or other telecommunication tools as specified in this paragraph
shall be prepared in writing and distributed to and be signed by
those attending the meeting. If the minutes of the Meeting of the
Board of Commissioner is made in the form of a notarial deed, the
signing referred to in this paragraph is not required.
13. The Board of Commissioners may also adopt legal and binding
resolutions without holding a Meeting of the Board of Commissioners,
provided that all members of the Board of Commissioners have been
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
52 / 66
Page 53
No. Article Current Articles of Association Proposed Amendment
notified in writing of the proposal concerned and all members of the
Board of Commissioners shall have given their approvals in writing to
the proposal by signing such approval. Resolutions adopted in such
manner shall have the same power as resolutions legally adopted at a
Meeting of the Board of Commissioners.
14. At least 1 (one) time in every 4 (four) months, the Board of
Commissioners shall convene a Meeting of Board of Commissioner
with the Board of Directors, in accordance with the applicable laws
and regulations, including the laws and regulations in the Capital
Market.
15. Mechanism and procedures of a Meeting of Board of Commissioners
will be further regulated in the Corporate Governance Manual and
Guidance of Rule of Order for the Board of Commissioners which will
be reviewed periodically from time to time, and also provisions of laws
and regulations concerning governance for Commercial Bank.
Work Plan, Financial Year and Annual Report
20. Article 20 1. The Board of Directors shall prepare the annual work plan which shall No change.
also contain the annual budget of the Company before the next
financial year started. The work plan shall be submitted by the Board
of Directors to the Board of Commissioners for approval, unless
otherwise provided by the prevailing laws and regulations.
2. If the Board of Directors does not submit the work plan or the work
plan has not been approved by the Board of Commissioners as
referred to in paragraph 1 of this Article, thus the work plan of the
preceding financial year shall be applied.
3. The financial year of the Company shall commence from the 1st (the
first) of January and end on 31st (thirty-first) of December of the same
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
53 / 66
Page 54
No. Article Current Articles of Association Proposed Amendment
calendar year. Each year, at the end of December, the books of the
Company shall be closed.
4. The Board of Directors shall prepare the Annual Report and make the
same available at the Company’s office for the examination by the
shareholders commencing from the date of invitation of the Annual
GMS.
5. The Company is obliged to publish the balance sheet and the
statement of income and loss of the Company in a daily newspaper
published in Bahasa Indonesia and having national circulation in
accordance with the provisions of the prevailing laws and regulations
including the laws and regulations in the Capital Market.
Appropriation of Profit and Distribution of Dividend
21. Article 21 1. The net profit of the Company acquired during a financial year as No change.
stated in the Financial Statements which have been ratified by the
annual GMS and which constitutes a positive profit balance, shall be
appropriated as determined by the said GMS.
2. Dividend shall only be paid pursuant to and in accordance with a
resolution adopted in a GMS, such resolution shall also provide the
time and manner of payment of such dividend, subject to the
applicable laws and regulations, including the regulations in the
Capital Market and the applicable provisions in the Stock Exchange
where the shares of the Company are listed. Dividend of a share shall
be payable to the shareholder in whose name the share is registered
in the Register of Shareholders on the working day to be determined
by or at the authority of the GMS adopting the resolution on
distribution of dividend. The date of payment of dividend shall be
announced by the Board of Directors to all shareholders.
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
54 / 66
Page 55
No. Article Current Articles of Association Proposed Amendment
3. In case the profit and loss account in a financial year show a loss which
cannot be covered by the reserve fund, such loss shall remain
recorded in the profit and loss account and, further, in the succeeding
years the Company shall be deemed not to have made any profit as
long as the loss recorded in the profit and loss account has not been
fully covered.
4. The profit which is distributed as dividend and not collected within 5
(five) years after available for payment, shall be entered into a reserve
account specifically established for such purpose. The dividend in said
specific reserve account may be collected by the shareholder prior to
5 (five) years, by providing evidences of its rights to said dividend
acceptable to the Board of Directors of the Company. Dividend not
collected within said period of 10 (ten) years shall become the rights
of the Company.
5. Pursuant to a resolution adopted in a Meeting of the Board of
Directors and with the approval of the Board of Commissioners, the
Company may declare the interim dividend to the shareholders,
provided that such interim dividend shall be set off against the
dividend which will be declared by a resolution adopted in the next
GMS convened in accordance with the provisions of these Articles of
Association, and subject to the laws and regulations among others
Company Law, laws and regulations in the Capital Market and the
regulations in the Stock Exchange where the shares of the Company
are listed. The provision regarding announcement on payment of
dividend contained in paragraph 2 of this Article shall also be
applicable with respect to payment of interim dividend.
The Creation and Appropriation of the Reserve Fund
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
55 / 66
Page 56
No. Article Current Articles of Association Proposed Amendment
22. Article 22 1. The Company shall each year set aside from the net profit a certain No change.
amount for the reserve fund. The obligation to set aside funds for the
reserve funds shall only be applicable if the Company has a positive
profit balance. The obligation to set aside part of the net profit shall
be carried out until the amount of the reserve fund has at least
become 20% (twenty percent) of the amount of the subscribed and
paid-up capital of the Company.
2. The reserve fund up to the amount referred in paragraph 1 of this
Article may only be used to cover losses suffered by the Company
which are not capable to be covered by other reserves.
3. The creation of the reserve fund referred to in paragraph 1 of this
Article and the appropriation of the amount of the reserve fund which
is in excess of the amount mentioned in paragraph 2 of this Article,
shall be determined by the GMS.
Financial Conglomeration
25. Article 25 - 1. Financial Conglomerate is a Financial Services
Institution (“LJK”) that is in one group or group due
to ownership and/or controlling.
LJK is an institution that carries out activities in the
banking sector, capital markets, insurance, pension
funds, venture capital, microfinance institutions,
financing institutions and other financial services
institutions.
2. The Company is designated as the Operational
Financial Conglomerate Holding Company (“PIKK”)
in the SMBC Financial Conglomerate.
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
56 / 66
Page 57
No. Article Current Articles of Association Proposed Amendment
Members of the SMBC Financial Conglomerate
consist of LJKs designated due to the Company's
majority ownership and/or control exercised by the
Company or based on OJK regulations.
The Company set forth the policy and procedure
within the Financial Conglomerate as stipulated in
Corporate Charter and approved by all Members of
the Financial Conglomerate.
3. PIKK is assigned to:
a. controlling, consolidating, and being responsible
for all activities of the SMBC Financial
Conglomerate;
b. nvesting capital in accordance with the
regulation of Otoritas Jasa Keuangan and other
regulations for the referred LJK;
c. conducting management services to enhance
effective consolidation and business strategy;
and
d. supporting optimalization of financial towards
the controlled Financial Conglomerate.
In carrying out the assignments as mentioned above,
PIKK has duties and responsibilities as regulated in
the Integrated Governance Manual, Corporate
Charter and Financial Services Authority Regulations.
4. Members of the Board of Directors appointed by the
Company to carry out duties, functions and authority
related to the Financial Conglomerate must obtain
approval from the Financial Services Authority.
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
57 / 66
Page 58
No. Article Current Articles of Association Proposed Amendment
5. The tenure of members of Board of Directors and the
Board of Commissioners who overseeing the
Financial Conglomerate shall follow the tenure
which are applied to the Board of Directors and the
Board of Commissioners of the Company.
6. The Board of Directors of PIKK must at least:
a. carry out duties and responsibilities in
accordance with authority, good faith, and
prudential aspects;
b. carry out governance, risk management, and
fulfill the capital of financial conglomerates in an
integrated manner;
c. support the implementation of the tasks of the
Financial Services Authority, Ministries, and/or
related institutions; and
d. submit reports and information needed by the
Financial Services Authority.
7. The President Director of the Company is
responsible for overseeing the functions or
coordination of Financial Conglomerate
Management.
The President Director carries out the functions of
the Group Chief Executive Officer (CEO), namely:
1) Coordinating all activities in the financial
conglomerate which are divided into:
Group Chief Finance Officer/CFO
Group Chief Strategy Officer/CSO
Group Chief Risk Officer/CRO
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
58 / 66
Page 59
No. Article Current Articles of Association Proposed Amendment
Group Chief Compliance Officer/CCO
Group Chief Human Resources Officer/CHRO
Group Chief Information Officer/CIO
Group Chief Digital Innovation Officer/CDIO
Group Chief Business Operations
Officer/CBOO
Group Chief Audit Executive/CAE
2) Basic Policy
a. Preparation of the overall strategic direction
for PIKK (SMBCI) and all LJKs in the SMBC
Group Financial Conglomerate, to be
submitted to the Board of Directors.
b. Notifying PIKK (SMBCI) and all LJKs in the
SMBC Group Financial Conglomerate, about
the overall strategic direction and providing
the necessary guidance/guidelines.
c. Approving the management plan, including
supporting, and providing
guidance/guidelines, if necessary, on the
management plan prepared by all LJKs in the
SMBC Group Financial Conglomerate.
d. Collecting information on the progress of the
overall management plan/strategic direction
and providing the necessary
guidance/guidelines.
e. Reporting to the Board of Directors on the
progress of the overall strategic direction.
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
59 / 66
Page 60
No. Article Current Articles of Association Proposed Amendment
f. Coordinating and generally supervising the
roles & responsibilities of all Group CxOs
3) establishment of a framework
a. Establishing organizational structure related
to overall strategic direction.
b. Maintaining information collection system
related to overall strategic direction.
c. Approving significant changes to overall
strategic direction, including supporting, and
providing guidance/guidelines, when
necessary, on changes to significant matters
related to the performance and operations of
all LJKs in the SMBC Group Financial
Conglomerate (including the establishment
and revision of significant rules and changes
in organizational structure).
d. Maintaining and operating a meeting
framework related to overall strategic
direction.
4) to carry out other supervising forms to be set
forth in further in the Integrated Governance
Manual, Corporate Charter and the agreements
made by the Meeting of Board of Directors of the
Company.
8. Based on the approval of the Company's Board of
Directors Meeting, the President Director
determines the duties and authorities of other
members of the Board of Directors according to the
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
60 / 66
Page 61
No. Article Current Articles of Association Proposed Amendment
scope of work related to the Financial Conglomerate
Management group.
If the President Director is unable to carry out his
duties related to the Financial Conglomerate for one
reason or another, one of the members of the Board
of Directors appointed through a Board of Directors
Meeting may act as a substitute.
9. In carrying out its duties, the Board of Directors may
establish related work units or special taskforce, who
are accounted to and periodically report to the
Board of Directors.
10. The Board of Commissioners supervises the Board of
Directors' actions and provides advice on activities
related to the Financial Conglomerate.
The PIKK Board of Commissioners must at least:
a. carry out duties and responsibilities in
accordance with authority, good faith, and
prudential aspects;
b. carry out supervision for the benefit of PIKK over
the policies and management of the board of
directors, provide advice to the board of
directors, and be responsible for such
supervision; and
c. direct, monitor, and evaluate the implementation
of integrated governance, risk management, and
compliance as well as PIKK's strategic policies, in
accordance with the provisions of laws and
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
61 / 66
Page 62
No. Article Current Articles of Association Proposed Amendment
regulations, articles of association, and/or
decisions of the general meeting of shareholders.
11. In carrying out its roles, the Board of Commissioners
are supported by Committee who periodically report
to the Board of Commissioners.
12. a. The Company's Board of Directors holds regular
meetings with the Board of Directors of LJK who
are members of the Financial conglomerate.
b. The Company's Board of Directors submits a
report on the implementation of the Financial
Conglomerate through a Coordination Meeting
with the Board of Commissioners of the
Company.
c. The Meeting arrangements as mentioned above
and other implementation meetings are further
regulated in the Integrated Governance Manual
and in the Corporate Charter.
13. Reports of the Financial conglomerate are further
regulated in the Integrated Governance Manual and
in the Corporate Charter.
14. Addition or reduction of members of the Financial
Conglomerate is carried out with reference to the
Financial Services Authority Regulation.
15. Further provisions regarding the Financial
Conglomerate that have not been regulated in the
Articles of Association are set out in the Integrated
Governance Manual and in the corporate charter
which is made as an Agreement between the
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
62 / 66
Page 63
No. Article Current Articles of Association Proposed Amendment
Company and the LJK as member of the Financial
Conglomerate.
16. Applicable prohibitions in Financial Conglomerates:
a. Prohibition on Pledge of Shares Controlling
Shareholders and/or Ultimate Controlling
Shareholders are prohibited from pledging or
guaranteeing PIKK shares to other parties.
b. Concurrent positions The Director who oversees
the Financial Conglomerate is prohibited from
holding concurred positions in:
(i) other positions that may cause a conflict of
interest in carrying out duties as a member of
the Operational PIKK Board of Directors;
and/or
(ii) other positions in accordance with the
provisions of laws and regulations.
c. Cross-ownership LJK that are members of the
SMBC Financial Conglomerate are prohibited
from becoming shareholders in:
(i) PIKK, and/or
(ii) LJK that are members of other Financial
Conglomerates in the SMBC Financial
Conglomerate.
Except in the case of:
(i) the LJK becomes a minority shareholder in a
member of the SMBC Financial
Conglomerate; and/or
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
63 / 66
Page 64
No. Article Current Articles of Association Proposed Amendment
(ii) LJK which is a member of the SMBC Financial
Conglomerate becomes a shareholder of
another member of the Financial
Conglomerate in the same Financial
Conglomerate, in the relationship between
parent company and subsidiary company,
in accordance with the provisions of laws and
regulations.
Dissolution and Liquidation
24. Article 24 1. Subject to prevailing laws and regulations, the dissolution of the No change.
Company shall only be effected by a resolution adopted in a GMS in
which are present or represented the shareholders owning at least 3/4
(three-fourth) of the total number of the shares with valid voting rights
issued by the Company and the resolution is approved by more than
3/4 (three-fourth) of the total number of votes duly cast in the
meeting.
2. a. If the quorum as referred in paragraph 1 of this Article is not
acquired, at the earliest of 10 (ten) days and not later than 21
(twenty-one) days after the first GMS may be convened a second
GMS in the same manner as the first GMS. The invitation of the
second GMS shall be submitted not later than 7 (seven) days
before the date of the second GMS, excluding the date of the
invitation and the date of the meeting.
For the issuance of invitation of such meeting, prior
notification/announcement of the meeting is not required. The
second GMS shall be attended or represented by the shareholders
owning 2/3 (two-third) of the total number of shares with valid
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
64 / 66
Page 65
No. Article Current Articles of Association Proposed Amendment
voting rights issued by the Company and the resolution shall be
legal if it is approved by more than 3/4 (three-fourth) of the total
number of the votes cast in such GMS.
b. If the quorum as referred to in letter a is not acquired, then upon
request of the Board of Directors on behalf of the Company the
quorum requirement, the number of votes required to adopt
resolutions, the invitation and the holding of the GMS shall be
determined by OJK.
3. If the Company is dissolved, either by the duration of its establishment
has been expired or dissolved pursuant a resolution of a GMS, or
pursuant to a resolution of the GMS or due to declared dissolved with
regard to the Court order, then the liquidation shall be carried out by
the liquidator.
4. If the resolution adopted in the GMS or an order as referred to in
paragraph 3 of this Article fails to appoint a liquidator, thus the Board
of Directors shall act as the liquidator.
5. The amount of fee to the liquidator shall be determined by the GMS
or by a Court order.
6. The liquidator is obliged to register the resolution on the dissolution
of the Company in the Register of the Companies, announce such
resolution in the State Gazette of the Republic of Indonesia and in 1
(one) daily newspaper published or having circulation at the domicile
of the Company or a location where the Company runs its main
business activities and notify the Minister of Law and Human Rights
of the Republic of Indonesia not later than 30 (thirty) calendar days
from the date of dissolution of the Company.
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
65 / 66
Page 66
No. Article Current Articles of Association Proposed Amendment
7. The Articles of Association and their amendments remain in force until
the date the accounts of liquidation shall have been duly ratified by a
GMS and full discharge shall be given to the liquidator.
8. The assets left after liquidation shall be distributed among the
shareholders, each to receive in proportion in which the amount of
nominal value of shares owned by each of them bears to aggregate
nominal amount of all the shares issued by the Company at that time.
9. 9. Parties who conduct the liquidation is/are obliged to register the
resolution on the dissolution of the Company in the Register of
Companies and announce such resolution in the State Gazette of the
Republic of Indonesia and 1 (one) daily newspaper published or
having circulation at the domicile of the Company or at the location
where the Company runs its main business.
Closing Provisions
25. Article 25 Matters not or not sufficiently fully covered in these Articles of Association No change.
shall be governed by the applicable laws and regulations, including (but
not limited to) the laws and regulations in the Capital Market. If there is
no or not sufficient provisions under applicable laws and regulations, then
those matters not provided for in these Articles of Association shall be
resolved by the GMS.
Any questions regarding the draft amendment to the Articles of Association may be directed to the Corporate Secretary of PT Bank SMBC Indonesia Tbk, at the address
SMBC Tower, 29th Floor, CBD Mega Kuningan, Jl. DR. Ide Anak Agung Gde Agung Kav. 5.5-5.6, Jakarta 12950, email: corporate.secretary@smbci.com; website: www.smbci.com
Legal Disclaimer:
This Draft Articles of Association will become effective if the Annual General Meeting of Shareholders of PT Bank SMBC Indonesia Tbk on 22 April 2024
approved this amendment to the articles of association and the Financial Services Authority approved the establishment of a
Financial Conglomeration Holding Company for PT Bank SMBC Indonesia Tbk
66 / 66
Names mentioned 7 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1 ×72
unresolved
org
Bank Indonesia
p.2
unresolved
org
Minister of Law and Human Rights.
p.7 ×3
unresolved
org
Minister of Laws and Human Rights
p.27
unresolved
person
DR. Ide Anak Agung Gde Agung
p.66
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
Rule parser
Needs review
confidence 0.000
3023 ms
12 Sep 2026 22:51
no RUPS minutes content - likely misclassified