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- Shelf-Registration Bonds III Phase I year 2019 Series C; and
- Shelf-Registration Subordinated Bonds I Phase I Year 2019
c. Report on the End of Tenure and Re-appoinment of Audit Committee
Member of the Company;
d. Report on the Realization of the Transfer of the Company's Share Buyback.
B. Members of the Board of Commissioners (“BOC”), Board of Directors (“BOD”) and Sharia
Supervisory Board (“SSB”) as well as Audit Committee including the Chairman of the committees
under the Board of Commissioners of the Company, who were presence at the Meeting, are as follows:
BOARD OF COMMISSIONERS
President Commissioner : DIDI SYAFRUDDIN YAHYA
Vice President Commissioner (Independent) : GLENN MUHAMMAD SURYA YUSUF
Independent Commissioner : SRI WIDOWATI
Commissioner : VERA HANDAJANI
Independent Commissioner : FARINA J. SITUMORANG
Independent Commissioner : DODY BUDI WALUYO
Commissioner : NOVAN AMIRUDIN
BOARD OF DIRECTORS
President Director : LANI DARMAWAN
Director : LEE KAI KWONG
Director : JOHN SIMON
Director concurrently as Compliance Director : FRANSISKA OEI
Director : PANDJI P.DJAJANEGARA
Director : TJIOE MEI TJUEN
Director : HENKY SULISTYO
Director : JONI RAINI
Director : RUSLY JOHANNES
Director : NOVIADY WAHYUDI
SHARIA SUPERVISORY BOARD
Chairman : PROF. DR. M. QURAISH SHIHAB, MA
Member : PROF. DR. FATHURRAHMAN DJAMIL, MA
Member : DR.YULIZARDJAMALUDDINSANREGO, M.EC.
AUDIT COMMITTEE
Chairman (concurrently as Member) : DODY BUDI WALUYO
Member : GLENN MUHAMMAD SURYA YUSUF
Member : ENDANG KUSSULANJARI S.
Member : ANGELIQUE DEWI DARYANTO
The members of the Board of Commissioners, Board of Directors, The Sharia Supervisory Board and
the Company's Audit Committee including the Chairman of the committees under the Board of
Commissioners of the Company attended the Meeting, both physically and via video conference, from
the Meeting Room, Floor M; likewise, the professionals and supporting institutions, namely the
Notary and Securities Administration Bureau, as well as the Company's Shareholders and/or their
Representatives present physically occupied the Meeting Room, Floor M.
C. The Meeting was attended and/or represented by the Company's Shareholders, all of whom have
23,875,505,440 (twenty-three billion eight hundred seventy-five million five hundred five thousand
four hundred forty) shares or representing 94.9618% (ninety-four point nine six one eight percent)
of the total number of shares with valid voting rights issued by the Company (comprising both Class
A and Class B shares), totaling 25,142,205,843 (twenty-five billion one hundred forty-two million
two hundred five thousand eight hundred forty-three) shares, were present or represented. Therefore,
the quorum requirement for decision-making on the Meeting Agenda has been met, namely more than
1/2 of the total number of shares with valid voting rights issued by the Company.
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D. Announcement and Invitation of the Meeting have been published in accordance with the Article 11
and 12 of the Company's Articles of Association and the Financial Services Authority Regulation
(hereinafter referred to as the “OJK Regulation”) No. 15/POJK.04/2020 on the Plan and
Implementation of the General Meeting of Shareholders of Publicly-Held Companies, as follows:
1. Notification of the Meeting’s plan has been submitted to the Financial Services Authority
(Otoritas Jasa Keuangan – “OJK”), Indonesia Stock Exchange (“IDX”), and Indonesia Central
Securities Depository (PT Kustodian Efek Indonesia – “KSEI”) on 20 February 2025;
2. Announcement to the Shareholders of the Company has been published and uploaded in Bahasa
Indonesia and English to the Company’s website at www.cimbniaga.co.id (the “Company’s
Website”), IDX’s website at www.idx.co.id (the “IDX’s Website”) and KSEI’s website through
the Electronic General Meeting System KSEI (“eASY.KSEI”) Application at
https://easy.ksei.co.id (“eASY.KSEI Application”) on 27 February 2025;
3. Invitation to the Shareholders of the Company to attend the Meeting has been published on 14
March 2025 (30 days before the Meeting). It has been published and uploaded to the Company’s
Website, IDX’s Website, and eASY.KSEI Application;
4. Explanation of all Agenda and materials of the Meeting have been uploaded to the Company’s
Website on 14 March 2025, including the 2024 Annual Report, 2024 Sustainability Report,
Publication of Financial Statements FY 2024, Curriculum Vitae of the proposed Public
Accountant and Profile of the proposed Public Accounting Firm, Curriculum Vitae for
prospective members of the Board of Commissioners (Reappointment), Curriculum Vitae of the
Board of Directors Members (Reappointment and New Candidate), Summary of Recovery Plan,
Disclosure of the Company’s Shares Buyback and Transfer Plan, Report of the Sustainable
Finance Action Plan (RAKB) of the Company, Rules of Conduct of the Meeting, Form of Power
of Attorney (“POA”), Video of the Electronic Voting Procedures at the Meeting Venue and
eASY.KSEI Guidelines for The Shareholders (including the guideline for Electronic Voting
through eASY.KSEI Application or “eASY.KSEI e-Voting”).
E. The Meeting was chaired by DIDI SYAFRUDDIN YAHYA as President Commissioner
(Independent) based on Article 12 paragraph 12.3 of the Company's Articles of Association and the
BOC Circular Resolutions Number 013/DEKOM/KP/III/2025 dated March 12th 2024.
F. The Meeting was held electronically by using eASY.KSEI Application with due observance of OJK
Regulation No. 16/POJK.04/2016 regarding Implementation of Electronic General Meetings of
Shareholders of Publicly-Held Companies in conjunction with Article 12 paragraph 12.1. of the
Company’s AOA. All participants present physically or electronically in the Third Meeting were able
to actively participate and engage in the proceedings.
G. In order to maintain the independence and secrecy of the Shareholders in the voting process, voting
in the Meeting shall be conducted in private. The Meeting resolutions are adopted in accordance with
the Meeting quorum. Voting was conducted on each Agenda of the Meeting. For the Shareholders
and/or their proxies who attend the Meeting physically, the voting was conducted individually and
electronically (“e-Voting”) at the Meeting Venue (“e-Voting at the Meeting Venue”) by using
smartphone, other mobile devices (tablet and others) or touch screen monitor provided by the
Company, so that the shareholders’ votes confidentiality can be preserved. For the Shareholders
and/or their proxies who attend the Meeting electronically, can do the process of
eASY.KSEI e-Voting. While, for the Shareholders who authorize the proxy with e-Proxy mechanism,
are considered exercising their rights through eASY.KSEI and not allowed to conduct the e-Voting at
the Meeting Venue process.
H. In the agenda of the Meeting, it has been provided an opportunity to the Shareholders to raise
questions and/or convey opinions for each agenda of the Meeting, During the Second Agenda Item of
the Meeting, one question was raised by a shareholder and was addressed by the Board of Directors
and the Chairperson of the Meeting.
The Meeting has adopted the resolutions as set forth in the deed of “Minutes of the Annual General
Meeting of Shareholders of PT BANK CIMB NIAGA Tbk”, dated April 14th 2025 number 05 which
minutes was drawn up before me, the Notary, which substantially as follows:
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In First Agenda of the Meeting:
The results of the voting conducted at the Meeting and through eASY.KSEI were as follows:
Number of votes unagreed : 400 = 0,0001%
Abstain : 41.033.285 = 0,1719%
Number of votes agree : 23.834.471.755 = 99,8280%
Affirmative votes : 23.875.505.040 = 99,9999%
“Therefore The meeting with majority vote of 23.875.505.040 shares or representing 99,9999%
of the total votes issued in the Meeting resolved:
1. Approved the Company’s Annual Report for the financial year ended on 31 December
2024;
2. Ratified the Company’s Consolidated Financial Statements for the financial year ended on
31 December 2024 as audited by the Public Accounting Firm of “Rintis, Jumadi, Rianto &
Rekan” (member firm of PricewaterhouseCoopers Global Network) as stated in its report
dated 18 February 2025, with opinion that “The Consolidated Financial Statements present
fairly, in all material respects, the consolidated financial position of the Group as of 31
December 2024, and its consolidated financial performance and its consolidated cash flows
for the year then ended, in accordance with Indonesian Financial Accounting Standards”;
3. Ratified the Supervisory Duties Report of the Board of Commissioners and Sharia
Supervisory Board of the Company for the financial year ended on 31 December 2024; and
4. Granted the acquit and discharge (“volledig acquit et décharge”) to the members of the
Board of Commissioners, the Board of Directors and Sharia Supervisory Board of the
Company for the management and supervision performed in the financial year 2024
provided the management and supervision actions are reflected in the Company’s Annual
Report for the Financial Year ended on 31 December 2024.”
In Second Agenda of the Meeting:
The results of the voting conducted at the Meeting and through eASY.KSEI were as follows:
Number of votes unagreed : 400 = 0,0001%
Abstain : 38.370.600 = 0,1607%
Number of votes agree : 23.837.134.440 = 99,8392%
Affirmative votes : 23.875.505.040 = 99,9999%
“Therefore The meeting with majority vote of 23.875.505.040 shares or representing 99,9999%
of the total votes issued in the Meeting resolved:
Approved the appropriation of the Net Profit of the Company (the Company only) for the
Financial Year ended on 31 December 2024 of Rp6,525,665,641,690 (the “Company’s Net
Profit for the Financial Year 2024”), as follows:
1. To be distributed as final cash dividends at a maximum of 60% of the Company’s Net
Profit for the Financial Year 2024 or a maximum of Rp3,915,399,385,014 (gross), with the
following schedules:
1. Announcement of Schedule and Procedures : 14 April 2025
for Dividend Distribution
2. Cum Dividend - Regular and Negotiation : 23 April 2025
Market
3. Ex-Dividend - Regular and Negotiation Market : 24 April 2025
4. Cum Dividend - Cash Market : 25 April 2025
5. Recording date for eligible shareholders : 25 April 2025
6. Ex-Dividend in Cash Market : 28 April 2025
7. Dividend Distribution for the Financial : 14 May 2025
Year 2024
and granted the delegation of authority to the BOD for determining the distribution
procedures of cash dividends with regard to the prevailing provisions in the Capital
Markets sector;
2. Not set aside any reserve, considering the minimum statutory reserve as required in
Article 70 of the Company Law No. 40 of 2007 (the “Company Law”) has been complied;
3. To record the remaining Company’s Net Profit for the Financial Year 2024, after
deducted with dividend payments, amounted to Rp2,610,266,256,676 as the retained
earnings to finance the Company’s business activities.
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In Third Agenda of the Meeting:
The results of the voting conducted at the Meeting and through eASY.KSEI were as follows:
Number of votes unagreed : 400 = 0,0001%
Abstain : 38.376.300 = 0,1607%
Number of votes agree : 23.837.128.740 = 99,8392%
Affirmative votes : 23.875.505.040 = 99,9999%
“Therefore The meeting with majority vote of 23.875.505.040 shares or representing 99,9999%
of the total votes issued in the Meeting resolved:
1. Approved the appointment of JIMMY PANGESTU and Public Accounting Firm of
“RINTIS, JUMADI, RIANTO & REKAN” (firm member of PricewaterhouseCoopers
Global Network) which are listed in Financial Services Authority (Otoritas Jasa
Keuangan), as a Public Accountant and the Public Accounting Firm, respectively or the
appointment of other Public Accountant from the same Public Accounting Firm, in the
event he is permanently unable to audit the Company’s Consolidated Financial
Statements for the Financial Year 2025;
2. Approved the honorarium for Public Accounting Firm to audit the Company’s 2025
Consolidated Financial Statements amounted to Rp10,263,768,320 (excluded VAT,
OPE);
3. Approved the delegation of authority to the Company’s Board of Commissioners to
appoint other Public Accountant and Public Accounting Firm, in the event of the
appointed Public Accountant and/or Public Accounting Firm is unable to complete the
audit services or is permanently unable to audit the Company's Consolidated Financial
Statements for the Financial Year 2025.
For the said delegation of authority, the following terms shall apply:
a. other Public Accounting Firm who is appointed by the Company’s Board of
Commissioners must be one of the big four Public Accounting Firms in Indonesia;
b. the appointment shall be based on the Company’s Audit Committee
recommendation;
c. the honorarium amounts and other appointment terms for other Public Accounting
Firm shall be determined competitively and reasonably;
d. no objection from in Financial Services Authority (Otoritas Jasa Keuangan); and
e. the appointment shall be not against the applicable laws and regulations;
4. Approved the delegation of authority to the Company’s Board of Directors to carry out
matters deemed necessary in relation to the appointment of the Public Accountant and
Public Accounting Firm, including but not limited to organizing meetings and signing
the appointment letter for the Public Accountant and Public Accounting Firm.
In Fourth Agenda of the Meeting:
The results of the voting conducted at the Meeting and through eASY.KSEI were as follows:
Number of votes unagreed : 13.469.124 = 0,0564%
Abstain : 38.376.300 = 0,1607%
Number of votes agree : 23.823.660.016 = 99,7829%
Affirmative votes : 23.862.036.316 = 99,9436%
“Therefore The meeting with majority vote of 23.862.036.316 shares or representing 99,9436%
of the total votes issued in the Meeting resolved:
Approved the reappointment of VERA HANDAJANI as Commissioner of the Company, with
effective term of office since the close of the Meeting until the closing of the 3rd (third) Annual
GMS after the effective date of the appointment without prejudicing the rights of the GMS to
dismiss at any time in accordance with the provision as stated in Article 119 of the Company
Law.”
In Fifth Agenda of the Meeting:
“The results of the voting conducted at the Meeting and through eASY.KSEI were as follows:
Number of votes unagreed : 5.300 = 0,0001%
Abstain : 38.376.300 = 0,1607%
Number of votes agree : 23.837.123.840 = 99,8391%
Affirmative votes : 23.875.500.140 = 99,9999%
“Therefore The meeting with majority vote of 23.875.500.140 shares or representing 99,9999%
of the total votes issued in the Meeting resolved:
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Approved the reappointment of LANI DARMAWAN as President Director of the Company, with effective term of office since the close of the Meeting until the closing of the 3rd (third) Annual GMS after the effective date of the appointment without prejudicing the rights of the GMS to dismiss at any time in accordance with the provision as stated in Article 105 of the Company Law.” In Sixth Agenda of the Meeting: “The results of the voting conducted at the Meeting and through eASY.KSEI were as follows: Number of votes unagreed : 5.300 = 0,0001% Abstain : 38.376.300 = 0,1607% Number of votes agree : 23.837.123.840 = 99,8391% Affirmative votes : 23.875.500.140 = 99,9999% “Therefore The meeting with majority vote of 23.875.500.140 shares or representing 99,9999% of the total votes issued in the Meeting resolved: Approved the reappointment of JOHN SIMON as Director of the Company, with effective term of office since the close of the Meeting until the closing of the 3rd (third) Annual GMS after the effective date of the appointment without prejudicing the rights of the GMS to dismiss at any time in accordance with the provision as stated in Article 105 of the Company Law.” In Seventh Agenda of the Meeting: “The results of the voting conducted at the Meeting and through eASY.KSEI were as follows: Number of votes unagreed : 5.300 = 0,0001% Abstain : 38.376.300 = 0,1607% Number of votes agree : 23.837.123.840 = 99,8391% Affirmative votes : 23.875.500.140 = 99,9999% “Therefore The meeting with majority vote of 23.875.500.140 shares or representing 99,9999% of the total votes issued in the Meeting resolved: Approved the reappointment of LEE KAI KWONG as Director of the Company, with effective term of office since the close of the Meeting until the closing of the 3rd (third) Annual GMS after the effective date of the appointment without prejudicing the rights of the GMS to dismiss at any time in accordance with the provision as stated in Article 105 of the Company Law.” In Eigth Agenda of the Meeting: “The results of the voting conducted at the Meeting and through eASY.KSEI were as follows: Number of votes unagreed : 5.300 = 0,0001% Abstain : 38.376.300 = 0,1607% Number of votes agree : 23.837.123.840 = 99,8391% Affirmative votes : 23.875.500.140 = 99,9999% “Therefore The meeting with majority vote of 23.875.500.140 shares or representing 99,9999% of the total votes issued in the Meeting resolved: Approved the reappointment of RUSLY JOHANNES as Director of the Company, with effective term of office since the close of the Meeting until the closing of the 3rd (third) Annual GMS after the effective date of the appointment without prejudicing the rights of the GMS to dismiss at any time in accordance with the provision as stated in Article 105 of the Company Law.” In Ninth Agenda of the Meeting: “The results of the voting conducted at the Meeting and through eASY.KSEI were as follows: Number of votes unagreed : 5.300 = 0,0001% Abstain : 38.376.300 = 0,1607% Number of votes agree : 23.837.123.840 = 99,8391% Affirmative votes : 23.875.500.140 = 99,9999% “Therefore The meeting with majority vote of 23.875.500.140 shares or representing 99,9999% of the total votes issued in the Meeting resolved: Approved the reappointment of JONI RAINI as Director of the Company, with effective term of office since the close of the Meeting until the closing of the 3rd (third) Annual GMS after the effective date of the appointment without prejudicing the rights of the GMS to dismiss at any time in accordance with the provision as stated in Article 105 of the Company Law.
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In Tenth Agenda of the Meeting:
“The results of the voting conducted at the Meeting and through eASY.KSEI were as follows:
Number of votes unagreed : 5.300 = 0,0001%
Abstain : 38.376.300 = 0,1607%
Number of votes agree : 23.837.123.840 = 99,8391%
Affirmative votes : 23.875.500.140 = 99,9999%
“Therefore The meeting with majority vote of 23.875.500.140 shares or representing 99,9999%
of the total votes issued in the Meeting resolved:
Approved the reappointment of HENKY SULISTYO as Director of the Company, with effective
term of office since the close of the Meeting until the closing of the 3rd (third) Annual GMS
after the effective date of the appointment without prejudicing the rights of the GMS to dismiss
at any time in accordance with the provision as stated in Article 105 of the Company Law.
In Eleventh Agenda of the Meeting:
“The results of the voting conducted at the Meeting and through eASY.KSEI were as follows:
Number of votes unagreed : 5.300 = 0,0001%
Abstain : 38.376.300 = 0,1607%
Number of votes agree : 23.837.123.840 = 99,8391%
Affirmative votes : 23.875.500.140 = 99,9999%
“Therefore The meeting with majority vote of 23.875.500.140 shares or representing 99,9999%
of the total votes issued in the Meeting resolved:
WAHYUDI as Director of the Company, with effective term of office since the close of the
Meeting until the closing of the 3rd (third) Annual GMS after the effective date of the
appointment without prejudicing the rights of the GMS to dismiss at any time in accordance
with the provision as stated in Article 105 of the Company Law.
In Twelfth Agenda of the Meeting:
“The results of the voting conducted at the Meeting and through eASY.KSEI were as follows:
Number of votes unagreed : 28.400 = 0,0002%
Abstain : 38.376.300 = 0,1607%
Number of votes agree : 23.837.100.740 = 99,8391%
Affirmative votes : 23.875.477.040 = 99,9999%
“Therefore The meeting with majority vote of 23.875.477.040 shares or representing 99,9999%
of the total votes issued in the Meeting resolved:
Resolutions:
1. Accepting the proposal resignation of TJIOE MEI TJUEN from her position as Director
of the Company, effective since the closing of the Meeting.
2. Appointing RICO USTHAVIA FRANS as Director of the Company with effective term of
office since the date specified in the Meeting which appoints him and upon obtaining the
OJK approval and/or fulfilled of the requirements as determined in the OJK approval
letter (the “Effective Date”) until the closing of the 3rd (third) Annual GMS after the
Effective Date of the appointment without prejudicing the rights of the GMS to dismiss at
any time in accordance with the provision as stated in Article 105 of the Company Law.
In terms of OJK does not approve the appointment or the requirements as determined
by OJK are not fulfilled, then the appointments will be null and void without requiring a
GMS approval. Accordingly, the composition of the Company’s Board of Directors, shall
be as follows:
BOARD OF DIRECTORS
President Director : LANI DARMAWAN
Director : LEE KAI KWONG
Director : JOHN SIMON
Director concurrently Compliance : FRANSISKA OEI
Director
Director : PANDJI P. DJAJANEGARA
Director : HENKY SULISTYO
Director : JONI RAINI
Director : RUSLY JOHANNES
Director : NOVIADY WAHYUDI
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Director : RICO USTHAVIA FRANS *
* Effective since the date specified in the Meeting which appoints him and upon obtaining
the OJK approval and/or fulfilled of the requirements as determined in the OJK
approval.
3. Approved the delegation of authority with substitution right to the Company’s BOD, to
restate the resolution regarding the Change to BOD Composition of the Company in the
notary deed and to report to the authorities, and with due regard to the foregoing, to
perform any acts necessary in accordance with the laws and regulations.”
In Thirteenth Agenda of the Meeting:
The results of the voting conducted at the Meeting and through eASY.KSEI were as follows:
Number of votes unagreed : 142.804.221 = 0,5981%
Abstain : 38.376.300 = 0,1607%
Number of votes agree : 23.694.324.919 = 99,2411%
Affirmative votes : 23.732.701.219 = 99,4019%
“Therefore The meeting with majority vote of 23.732.701.219 shares or representing 99,4019%
of the total votes issued in the Meeting resolved:
Resolutions:
1. Approved and determine the amount of salary or honorarium and other allowances for the
Board of Commissioners in the financial year 2025 maximum of Rp33,383,000,000 (gross),
and grant the delegation of authority to the Company’s President Commissioner to
determine the amounts of salary or honorarium and other allowances for each member of
the Company’s BOC, by considering the Nomination and Remuneration Committee
recommendation (“NRC”);
2. Approved and determine the amount of salary or honorarium and other allowances for
Sharia Supervisory Board in the financial year 2025 maximum of Rp3,069,000,000 (gross),
and approve the delegation of authority to the Company’s President Commissioner to
determine the amounts of salary or honorarium and other allowances for each member of
the Company’s Sharia Supervisory Board, by considering the NRC recommendation;
All members of the Board of Commissioners (including Independent Commissioners) and
Sharia Supervisory Board do not receive any tantiem/bonus;
3. Approved the total amount of tantiem/bonus for the financial year of 2024 which will be
paid in 2025 for the Company’s Board of Directors, maximum of Rp91,828,000,000
(gross), including the provision of variable remuneration in the form of share or share-
based instrument issued by the Company, and approve the delegation of authority to the
Company’s Board of Commissioner to determine the amounts of tantiem/bonus for each
member of the Company’s Board of Directors, with regard to the NRC recommendation;
The provision of variable remuneration in the form of share or share-based instrument is
in accordance with OJK Regulation No. 45/POJK.03/2015 regarding the Implementation
of Governance in Granting Remuneration for Commercial Banks (“POJK No. 45/2015”)
and the Company’s Policy;
4. Approved use of the share from the buyback of the Company's shares totaling maximum
at 202,000 shares to provide variable remuneration to the members of Management who
are classified as the Company's Material Risk Takers (MRT) and will be to be paid in 2026
and 2027 in accordance with POJK No. 45/2015; and
5. Approved the delegation of authority to the Company’s Board of Commissioner to
determine the amounts of salary, holiday allowances and other allowances for each member
of the Company’s Board of Directors for the financial year 2025, and determine the terms
and conditions for granting variable remuneration to the members of Management who
are classified as the Company’s Material Risk Takers (MRT), with regards to the NRC
recommendation.
In Fourteenth Agenda of the Meeting:
The results of the voting conducted at the Meeting and through eASY.KSEI were as follows:
Number of votes unagreed : 3.500 = 0,0001%
Abstain : 38.376.300 = 0,1607%
Number of votes agree : 23.837.125.640 = 99,8392%
Affirmative votes : 23.875.501.940 = 99,9999%
“Therefore The meeting with majority vote of 23.875.501.940 shares or representing 99,9999%
of the total votes issued in the Meeting resolved:
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1. Approved the update of Recovery Plan that has been submitted by the Company to the
OJK on 28 November 2024; and
2. Approved the delegation of authority to the Company’s Board of Commissioners and
Board of Directors to take any and all necessary actions in relation to the Company's
updated Recovery Plan, respectively with regard to the POJK No. 5/2024, as well as the
other related regulations.
In Fifteenth Agenda of the Meeting:
“The results of the voting conducted at the Meeting and through eASY.KSEI were as follows:
Number of votes unagreed : 135.903.321 = 0,5692%
Abstain : 38.370.600 = 0,1607%
Number of votes agree : 23.701.231.519 = 99,2701%
Affirmative votes : 23.739.602.119 = 99,4308%
“Therefore The meeting with majority vote of 23.739.602.119 shares or representing 99,4308%
of the total votes issued in the Meeting resolved:
1. Approved the Company's shares buyback from public shareholders, a maximum of 202,000
shares at a cost of a maximum of Rp450,000,000 (including transaction and taxes costs)
with regard to the prevailing regulations, with period of the implementation of the
Company's share buyback will be completed no later than 12 (twelve) months after 14 April
2025 (the GMS approving the share buyback).
2. Approved the transfer of shares resulting from share buyback through the distribution of
variable remuneration in the form of shares or share-based instruments issued by the
Company to parties categorized as the Company's MRT for a maximum of 3 (three) years
after completion of the share buyback.
3. Approved the delegation of authority to the Board of Directors of the Company to conduct
the Share Buyback in accordance with the prevailing regulations.
In Sixteenth Agenda of the Meeting:
a. Report of the Sustainable Finance Action Plan (RAKB) of the Company.
The Company reports to the Meeting, regarding RAKB of 2024 consists of realization of
2024 action plan of the Company and action plans that will be implemented by the
Company in 2025, which covers:
a. development of sustainable finance products and/or portfolio;
b. capacity building programs;
c. internal adjustments; and
d. sustainable Corporate Social Responsibility programs.
In accordance with POJK No. 51/POJK.03/2017 on the Implementation of Sustainable
Finance for Financial Services Institutions, Issuers, and Public Companies, the Company
reported to the Meeting that the realization of RAKB 2024 and RAKB 2025 had been
submitted by the Company to OJK Bank Supervisor on 22 November 2024
b.Accountability report on the use of fund proceed
- Shelf Registration Sukuk Mudharabah I Phase II Year 2019 Series C;
- Shelf-Registration Bonds III Phase I year 2019 Series C; and
- Shelf-Registration Subordinated Bonds I Phase I Year 2019
The Company reported to the Meeting the accountability report on the use of proceeds from
the Bonds/Sukuk had been reported by the Company to the Capital Markets OJK with a
copy to the BEI and the OJK Bank Supervisory, respectively via letter No. 001/DIR/I/2020
dated 8 January 2020.
As for the position of 31 December 2024, the funds obtained from each Bond/Sukuk are:
- Shelf Registration Sukuk Mudharabah I Phase II Year 2019 Series C amounting to
Rp481,000,000,000;
- Shelf-Registration Bonds III Phase I year 2019 Series C amounting to Rp83,000,000,000;
and
- Shelf-Registration Subordinated Bonds I Phase I Year 2019 amounting to
Rp429,000,000,000,
has been fully used in accordance with the plan as disclosed in the respective Prospectus.
c. Report on the End of Tenure and Re-appoinment of Audit Committee Member of the
Company
With regard to:
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1) The Company’s Audit Committee Charter; and
2) Recommendation of Nomination & Remuneration Committee No.
005/NomRem/KP/III/2025 dated 10 March 2025 that has been approved based on BOC
Circular Resolution No. 013/DEKOM/KP/III/2025 dated 12 March 2025 and BOD
Circular Resolution No. 001/SIR/DIR/III/2025 dated 12 March 2025,
Reappointment of the Company's Audit Committee member, namely Ms. Angelique Dewi
Daryanto, as the Company's Audit Committee Member, with a tenure 2025-2028.
Following the reappointment mentioned above, there is no change in the composition of the
membership. The composition of the Company's Audit Committee is as follows:
1) DODY BUDI WALUYO, as Chairman concurrently as Member;
2) GLENN MUHAMMAD SURYA YUSUF, as Member;
3) ENDANG KUSSULANJARI S, as Member; and
4) ANGELIQUE DEWI DARYANTO, as Member.
All those Audit Committe members have a tenure that commencing from the closing of the
Meeting until the closing of the 3rd (third) AGMS after the reappointment of those members
and the appointment of such new member without prejudicing the rights of the Company’s
BOC to dismiss at any time.
d. Report on the Realization of the Transfer of the Company's Share Buyback.
The Company reported to the Meeting regarding the Realization of the Transfer of
Buyback Shares of the Company, which is the transfer of shares from the shares’ buyback
approved at the Annual GMS on 3 April 2024, there were no transferred shares resulting
from the Buyback.
In witness whereof, this resume is delivered preceding the produce of official copy of the aforementioned
deed, which soon I shall deliver to the Company after it is completely done.
Signed by Ashoya (AS7556)
Signed at Apr 14, 2025 21:52:43
ASHOYA RATAM
Names mentioned 26 people and organisations named in the text · linked when the evidence is strong
unresolved
person
PANDJI P.DJAJANEGARA
p.2
unresolved
org
Financial Services Authority
p.3 ×4
unresolved
org
Indonesia Stock Exchange
p.3
unresolved
org
Rianto & Rekan
p.4 ×2
unresolved
—
Appointing RICO USTHAVIA FRANS
· Director
p.7 ×3
unresolved
org
Bank Supervisor
p.9
unresolved
person
Angelique Dewi Daryanto
p.10
unresolved
—
DODY BUDI WALUYO
· Chairman
p.10
Extraction attempts how the parser did, and what it refused
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confidence 0.000
1185 ms
12 Sep 2026 22:52
no RUPS minutes content - likely misclassified