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SUMMARY OF MINUTES
ANNUAL GENERAL MEETING OF SHAREHOLDERS
FINANCIAL YEAR OF 2024
PT BANK MANDIRI (PERSERO) Tbk.
Board of Directors of PT Bank Mandiri (Persero) Tbk. (hereinafter referred to as the
"Company") domiciled in South Jakarta, hereby announces that the Annual General
Meeting of Shareholders (hereinafter referred to as the "Meeting") has been held on:
Day, date : Tuesday, March 25, 2025
Time : 14.19 to 17.21 WIB (Western Indonesia Time Zone)
Venue : Auditorium Plaza Mandiri 3rd Floor
Jl. Jenderal Gatot Subroto Kav 36-38, Jakarta 12190
The Meeting was presided over by Mr. Muhamad Chatib Basri, as the
President/Independent Commissioner, who was appointed based on the Resolution of
Meeting of Board of Commissioners of the Company dated January 16, 2025 complying
with the Minutes of the Board of Commissioners Meeting No. DK.INT/2/2025, and
attended by Members of the Board of Commissioners and the Board of Directors of the
Company as follows:
Board of Commissioners:
President / Independent Commissioner : Muhamad Chatib Basri;
Vice President / Independent : Zainudin Amali;
Commissioner
Independent Commissioner : Rr. Loeke Larasati Agoestina;
Independent Commissioner : Muliadi Rahardja
Independent Commissioner : Heru Kristiyana
Commissioner : Rionald Silaban;
Commissioner : Faried Utomo
Commissioner : Arif Budimanta;
Commissioner : Muhammad Yusuf Ateh
Commissioner : Tedi Bharata;
Board of Directors:
President Director : Darmawan Junaidi;
Vice President Director : Alexandra Askandar;
Compliance and HR Director : Agus Dwi Handaya;
Corporate Banking Director : Riduan;
Operation Director : Toni Eko Boy Subari;
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Institutional Relation Director : Rohan Hafas;
Financial and Strategic Director : Sigit Prastowo;
Information Technology Director : Timothy Utama;
Treasury and International Banking : Eka Fitria;
Director
Risks Management Director : Danis Subyantoro;
Commercial Banking Director : Totok Priyambodo.
as well as shareholders and proxies as the representatives of shareholders who were
present either physically or electronically through the Electronic General Meeting
System of the Kustodian Sentral Efek Indonesia/Indonesian Central Securities
Depository (hereinafter referred to as "eASY.KSEI") totally represented 82,989,847,082
shares including Dwiwarna Series A Share or constituting 88.9176933% of the total
shares with valid voting rights that have been issued by the Company until the day of
the Meeting, namely as many as 93,333,333,332 shares consisting of:
1 (one) Dwiwarna Series A share; and
93,333,333,331 Series B shares;
by taking into account the Company's Shareholders Register on February 28, 2025 until
16.00 Western Indonesia Time Zone.
Meeting Agenda
The meeting was held with the following Agenda:
1. Approval of the Annual Report and Ratification of the Company's Consolidated
Financial Statements, Approval of the Board of Commissioners' Supervisory Tasks
Report as well as Ratification of the Financial Statements of the Micro and Small
Business Funding Program (“PUMK”) for the Financial Year of 2024, as well as the
granting a full release and discharge (volledig acquit et de charge) to the Board of
Directors for the management tasks of the Company and to the Board of
Commissioners for the supervisory tasks of the Company that have been
dedicated by them during the Financial Year of 2024.
2. Approval for the utilization of the Company's Net Profits for the Financial Year of
2024.
3. Determination of salary/honorarium including facilities, and benefits of the
Financial Year of 2025, as well as tantiem (bonus)/performance incentives/special
incentives for the performance of the Financial Year of 2024 and/or long-term
incentives for the period of years 2025-2027 for the Board of Directors and the
Board of Commissioners of the Company.
4. Determination of the Public Accountant and/or Public Accounting Office for
performing an audit of the Company's Consolidated Financial Statements and
Financial Statements of the Micro and Small Business Funding Program (PUMK)
for the Financial Year of 2025.
5. Approval of the Company's Recovery Plan update.
6. Approval of Amendment to the Company's Articles of Association.
7. Approval of Buyback Plan of the Company’s shares And the Transfer of the Shares
Resulted from the Buyback Which Are Kept as the Treasury Stock.
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8. Changes in the composition of the Company's Board of Management.
Questions & Answers Session
In each Agenda of the Meeting, the opportunity was given to Shareholders and proxies
of Shareholders of the Company who were present physically or electronically to submit
questions and/or opinions. In the First Agenda of the Meeting, the Series A Dwiwarna
shareholder through his/her proxy provided a response that was delivered directly and
there were no questions or responses/input.
Furthermore, in the Second Agenda of the Meeting, the Third Agenda of the Meeting,
the Fourth Agenda of the Meeting and the Sixth Agenda of the Meeting, there were no
shareholders and proxies of shareholders who submitted questions and/or opinions. In
the Fifth Agenda of the Meeting, there was 1 (one) questioner. In the Seventh Agenda
of the Meeting, there were 2 (two) questioners and for the Eighth Agenda of the
Meeting, there was 1 (one) 1 (one) questioner, but because the question was not
relevant to the Eighth Agenda of the Meeting, the question was not read out.
Resolutions-Making Mechanism
The resolutions-making mechanism in the Meeting was carried out by deliberation to
reach a mutual consensus in accordance with Article 40 of the Financial Service
Authority Regulation (“OJK”) No.15/POJK.04/2020 concerning Plan and Performance of
the General Meeting of Shareholders of Public Companies (“POJK No.15/2020”) with
due observance of Article 28 of POJK No.15/2020. In the event the deliberation for
reaching a mutual consensus is not reached, the resolution shall be taken by voting,
accordingly. The voting mechanism was performed openly which is counted from the
votes validly cast in the Meeting and through eASY.KSEI, except for the Eighth Meeting
Agenda where the voting was carried out using the unsigned folded ballots. As for the
Fifth Meeting Agenda, no questions and answers session were provided since it was
only a reporting session, no approval shall be required from shareholders in the
Meeting, accordingly.
Independent Party for Votes Count
The company has appointed the independent parties, i.e. Notary Utiek R.
Abdurachman SH., MLI., MKn and PT Datindo Entrycom for carrying out the votes count
and/or validation.
Meeting Resolutions
Performance of the Meeting and resolutions of each Meeting Agenda have been stated
in the deed of "Minutes of the Annual General Meeting of Shareholders of the LIMITED
LIABILITY COMPANY (PERSERO) PT BANK MANDIRI Tbk” or abbreviated as PT BANK
MANDIRI (Persero) Tbk” dated March 25, 2025 Number 23, the minutes of which is
drawn up before the Notary Utiek R. Abdurachman SH., MLI., MKn, that principally
resolved the followings:
In the First Meeting Agenda:
Results of the votes count are as follows:
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RESULTS DISSENTING ABSTAINED AFFIRMATIVE
(Including one Dwiwarna
series A Share)
Number of Shares 4,029,102 805,961,390 82,179,856,590
Percentage 0.0048549% 0.9711566% 99.0239885%
In accordance with the provisions of the Meeting Rules that Shareholders who do not
vote (abstained) are considered to have cast the same votes as the majority votes of
Shareholders who cast votes.
Therefore:
“The meeting with the majority votes namely 82,985,817,980 shares or constituting
99.9951451% of the total votes cast in the Meeting have resolved:
1. Approving the Company's Annual Report including the Board of
Commissioners' Report on the Implementation of the Company's Supervisory
Tasks for the financial year ended on December 31, 2024.
2. Ratifying:
a. The Company's Consolidated Financial Statements for the financial year
ended on December 31, 2024 which was audited by the Public
Accounting Office Rintis, Jumadi, Rianto & Rekan (a member firm of the
PricewaterhouseCoopers Global network) in accordance with its report
Number 00031/2.1457/AU.1/07/0229-4/1/II/2025 dated February 5,
2025, with the unqualified opinion in all material respects; and
b. Financial Statements of the Micro and Small Business Funding Program
(PUMK) which was audited by the Public Accounting Rintis, Jumadi,
Rianto & Rekan (a member firm of the PricewaterhouseCoopers Global
network) in accordance with its report Number
00025/2.1457/AU.2/07/0229-4/0/1/II/2025 dated February 3, 2025,
with the unqualified opinion in all material respects.
3. By the approval of the Company's Annual Report including the
Implementation of the Company’s Board of Commissioners Supervisory Tasks
Report, as well as the ratification of the Company's Consolidated Financial
Statements for the Financial year ended on December 31, 2024, and the
Financial Statements of the Micro and Small Business Funding Program
(PUMK) for the Financial Year ended on December 31, 2024, the General
Meeting of Shareholders grants a full a release and discharge (volledig acquit
at de charge) to all members of the Board of Directors for the management
tasks of the Company and to the Board of Commissioners for the supervisory
tasks of the Company dedicated during the Financial Year of 2023 which was
ended on December 31, 2024, to the extent that such actions do not
constituting a crime and are reflected in the aforementioned reports.
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In the Second Meeting Agenda:
Results of the votes count are as follows:
RESULTS DISSENTING ABSTAINED AFFIRMATIVE (Including one
Dwiwarna series A share)
Number of Shares 71,022,747 848,772,238 82,070,052,097
Percentage 0.0855800% 1.0227423% 98.8916777%
In accordance with the provisions of the Meeting Rules, Shareholders who do not vote
(abstain) are considered to have cast the same votes as the majority votes of
Shareholders who cast votes.
Therefore:
“The meeting with the majority votes namely 82,918,824,335 shares or constituting
99.9144200% of the total votes cast in the Meeting have resolved:
Approving the utilization of the Company’s Consolidated Net Profit attributed to the
owner of the parent entity for Financial Year of 2024 amounting to IDR
55,782,741,933,254,00 (fifty five trillion seven hundred eighty two billion seven
hundred forty one million nine hundred thirty three thousand two hundred fifty four
rupiah) as follows:
1. As many as 78% or a total of IDR 43,510,538,707,938.10 (forty three trillion five
hundred ten billion five hundred thirty eight million seven hundred seven
thousand nine hundred thirty eight rupiah ten cents) or IDR 466,184343305 (four
hundred and sixty six point one eight four three four three three zero five rupiah)
per share is determined as Cash Dividend. The distribution of which will be
realized under the following conditions:
a. The dividend portion of the State of the Republic of Indonesia amounted to
IDR 22,625,480,128,713.50 (twenty-two trillion six hundred twenty five
billion four hundred eighty million one hundred twenty eight thousand
seven hundred thirteen rupiah and fifty cents) will be paid to the account
which will be specified by the Minister of State-Owned Enterprises (BUMN).
b. Dividends for Financial Year of 2024 will be distributed proportionally to
each Shareholder whose name is recorded in the Shareholders Register on
the recording date.
c. The Board of Directors is given a power and authority with the right of
substitution to carry out:
i. Determination of the schedule and distribution procedures related to
the payment of dividends for the Financial Year of 2024 in accordance
with the applicable regulations.
ii. Withholding the Dividend tax in accordance with the applicable tax
regulations.
iii. Others related to technical issues in accordance with the applicable
regulations.
2. As many as 22% or a total of IDR 12,272,203,225,315.90 (twelve trillion two
hundred seventy two billion two hundred three million two hundred twenty five
thousand three hundred fifteen rupiah and ninety cents) will be allocated as the
retained earnings balance.
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In the Third Meeting Agenda:
Results of the votes count are as follows:
RESULTS DISSENTING ABSTAINED AFFIRMATIVE (Including one
Dwiwarna series A Share)
Number of Shares 5,518,646,379 869,330,542 76,601,870,161
Percentage 6.6497850% 1.0475143% 92.3027007%
In accordance with the provisions of the Meeting Rules, Shareholders who do not vote
(abstain) are considered to have cast the same votes as the majority votes of
Shareholders who cast votes.
Therefore:
"The meeting with the majority votes, namely 77,471,200,703 shares or constituting
93.3502150% of the total votes cast in the Meeting have resolved:
1. Approving the granting of the power of attorney and authority the Dwiwarna series
A Shareholder to determine for Members of the Board of Commissioners:
a. Tantiem (Bonus)/Performance Incentive/Special Incentive for the performance
of the Financial Year of 2024 and/or Long-Term Incentive for the Period of
Years of 2025-2027 in accordance with the applicable regulations; and
b. Salary including Benefits and Facilities for the Financial Year of 2025.
2. Approving the granting of the power of attorney and authority to the Board of
Commissioners, subject to a prior written approval from Dwiwarna series A
Shareholder to determine for Members of the Board of Directors:
a. Tantiem (Bonus)/Performance Incentive/Special Incentive for the performance
of the Financial Year of 2024 and/or Long-Term Incentive for the Period of
Years of 2025-2027 in accordance with the applicable regulations; and
b. Salary including Benefits and Facilities for Financial Year of 2025.
In the Fourth Meeting Agenda:
Results of the votes count are as follows:
RESULTS DISSENTING ABSTAINED AFFIRMATIVE
(Including one Dwiwarna
series A Share)
Number of Shares 5,632,202 778,679,490 82,205,535,390
Percentage 0.0067866% 0.9382828% 99.0549305%
In accordance with the provisions of the Meeting Rules, Shareholders who do not vote
(abstain) are considered to have cast the same votes as the majority votes of
Shareholders who cast votes.
Therefore:
“The meeting with the majority votes namely 82,984,214,880 shares or constituting
99.9932134% of the total votes cast in the Meeting have resolved:
1. Approving the appointment of the Public Accounting Office Purwantono, Sungkoro
& Surja (a member firm of Ernst & Young Global Limited) which will carry out an
audit of the Company's Consolidated Financial Statements, Financial Statements of
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the Company's Micro and Small Business Funding Program (PUMK) for Financial
Year of 2025;
2. Approving the granting of the power of attorney authority to the Board of
Commissioners of the Company to carry out:
a. Appointment of the Public Accountant and/or Public Accounting Office to carry
out an audit of the Company's Consolidated Financial Statements for other
periods in the Financial Year of 2025 for the purposes and interests of the
Company; and
b. Determination of the audit service fees and other requirements for the Public
Accountant and/or Public Accounting Office, as well as appointing the Substitute
Public Accounting and/or Public Accounting Office in the event the Public
Accounting Office Puwantono, Sungkoro & Surja (a member firm of Ernst &
Young Global Limited), due to any reasons, whatsoever, is unable to accomplish
the audit service of the Company's Consolidated Financial Statements for
Financial Year of 2025 and/or other periods in the Financial Year of 2025, as
well as the Financial Statements of the Micro and Small Business Funding
Program for Financial Year of 2024, including determining the audit fees and
other requirements for he Substitute Public Accountant and/or the Public
Accounting Office.
In the Fifth Meeting Agenda:
Results of the votes count are as follows:
RESULTS DISSENTING ABSTAINED AFFIRMATIVE
(Including one Dwiwarna
series A Share)
Number of Shares 71,023,147 812,228,990 82,106,594,945
Percentage 0.0855805% 0.9787089% 98.9357106%
In accordance with the provisions of the Meeting Rules, Shareholders who do not vote
(abstain) are considered to have cast the same votes as the majority votes of
Shareholders who cast votes.
Therefore:
“The meeting with the majority votes namely 82,918,823,935 shares or constituting
99.9144195% of the total votes cast in the Meeting have resolved:
1. Approving the Company's Recovery Plan update in order to comply with the
provisions of the Financial Service Regulation Number 5 of 2024 concerning
Determination of Under Supervision Status dan Handling Commercial Bank Issues
as submitted by the Company to the Financial Service Authority (OJK).
2. In relation to resolution of point 1, the Board of Commissioners and the Board of
Directors shall carry out each and all necessary actions in connection with the
implementation of the Company's Recovery Action Plan in accordance with their
authority.
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In the Sixth Agenda of meeting:
Results of the votes count are as follows:
RESULTS DISSENTING ABSTAIN AFFIRMATIVE (Including one
Dwiwarna series A Share)
Number of Shares 20,811,792,841 2,070,503,097 60,107,551,144
Percentage 25.0775168% 2.4948872% 72.4275960%
In accordance with the provisions of the Meeting Rules, Shareholders who do not vote
(abstain) are considered to have cast the same votes as the majority votes of
Shareholders who cast votes.
Therefore:
“The meeting with the majority votes namely 62,178,054,241 shares, including Series A
Dwiwarna shareholders, or constituting 74.9224832% of the total votes cast in the
Meeting have resolved:
1. Approving the changes to the Company's Articles of Association in order to
comply with the Financial Services Authority Regulation Number 17 of 2023
concerning the Implementation of Governance for Commercial Banks.
2. Approving to re-arrange all provisions of the Company's Articles of Association
in connection with the adjustment as referred to in point 1 (one) above of which
the entire articles of association is attached to the minutes of the notarial deed.
3. Granting the power of attorney and authority to the Board of Directors with the
right of substitution to carry out all necessary actions related to the resolutions
of the Meeting, including but not limited to arrange and restate the entire
Company's Articles of Association in a Notarial Deed, adjusting the amendment
to the Company's Articles of Association if being required by the authority and
submitting it to the authority to obtain approval and a receipt of notification of
changes to the Company's Articles of Association, as well as carrying out all
actions as deemed necessary and useful for those purposes with no exception.
In the Seventh Meeting Agenda:
Results of the votes count are as follows:
RESULTS DISSENTING ABSTAINED AFFIRMATIVE
(Including one Dwiwarna
series A Share)
Number of Shares 7,946,647,986 786,891,490 74,256,307,606
Percentage 9.5754460% 0.9481780% 89.4763760%
In accordance with the provisions of the Meeting Rules, Shareholders who do not vote
(abstain) are considered to have cast the same votes as the majority votes of
Shareholders who cast votes
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Therefore:
“The meeting with the majority votes namely 75,043,199,096 shares including Series A
Dwiwarna Shareholders, or constituting 90.4245540% of the total votes cast in the
Meeting have resolved:
1. Approving the buyback of the Company's shares that have been issued and
listed on the Indonesia Stock Exchange in the maximum amount of IDR
1,170,000,000,000,00 (one trillion one hundred and seventy billion Rupiah)
including costs related to the implementation of the share buyback by taking
into account licenses and the provisions of the applicable laws and regulations.
2. Approving the transfer of the shares resulted from the buyback of the
Company's share which are kept as the treasury stocks for the implementation
of the Employees and/or the Board of Directors and the Board of
Commissioners Share Ownership Program who meet the requirements to own
shares of the Company and/or for other transfers in accordance with the
approval of the OJK and the provisions and the laws and regulations.
3. Approving the granting of the power of attorney and authority to implement
the transfer of shares resulted from the buyback which are kept as the treasury
stocks to:
a. The Company's Board of Directors for the Employees Stock Ownership
Program and/or for other transfers.
b. The Board of Directors of the Company with due regard to the approval
of Series A Dwiwarna Shareholders for the Directors and Board of
Commissioners Share Ownership Program;
with due observance of the laws and regulation.
In the Eighth Meeting Agenda:
Results of the votes counts were as follows:
RESULTS DISSENTING ABSTAINED AFFIRMATIVE
(Including one Dwiwarna
series A Share)
Number of Shares 18,931,026,050 2,071,095,152 61,987,725,880
Percentage 22.8112555% 2.4956006% 74.6931439%
In accordance with the provisions of the Meeting Rules, Shareholders who do not vote
(abstain) are considered to have cast the same votes as the majority votes of
Shareholders who cast votes
Therefore:
“The meeting with the majority votes namely 64,058,821,032 shares, including Series A
Dwiwarna Shareholders, or constituting 77.1887445% of the total votes cast in the
Meeting have resolved:
1. a. To respectfully dismiss the names mentioned below as the Board of
Commissioners of the Company:
1) Commissioner : Faried Utomo
2) Independent Commissioner : Rr. Loeke Larasati Agoestina
3) Commissioner : Arif Budimanta
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Each of them was appointed based on the Decision of the Annual GMS for the
2019 Financial Year dated February 19, 2020, effective from February 19, 2025,
with gratitude for the contribution of energy and thoughts given during their
tenure as the Company's Board of Commissioners.
b. All actions of the members of the Board of Commissioners as referred to in
number 1 letter a, in their position as such from the date of the end of their term
of office until the date of the closing of this Meeting are declared valid as long as
such actions are reflected in the annual report and annual calculations by
observing the applicable provisions.
2. Confirming the honorable dismissal of the following names as Directors of the
Company:
1) Director of Network and Retail Banking : Aquarius Rudianto
2) Director of Institutional Relations : Rohan Hafas
3) Director of Compliance and HR : Agus Dwi Handaya
3. To honorably dismiss the names below as Directors of the Company:
1) Vice President Director : Alexandra Askandar
2) Financial and Strategic Director : Sigit Prastowo
3) Operation Director : Toni Eko Boy Subari
4) President Commissioner/Independent : Muhamad Chatib Basri
5) Independent Commissioner : Muliadi Rahardja
6) Commissioner : Tedi Bharata
7) Independent Commissioner : Heru Kristiyana
8) Commissioner : Rionald Silaban
who were appointed respectively based on the Resolution of the Annual GMS
for the 2022 Financial Year dated March 14, 2023, the Resolution of the
Extraordinary GMS for the 2020 Financial Year dated October 21, 2020, the
Resolution of the Annual GMS for the 2023 Financial Year dated March 7, 2024,
the Resolution of the Annual GMS for the 2021 Financial Year dated March 10,
2022, effective as of the closing of this Meeting, with gratitude for the
contribution of energy and thoughts given during their tenure as the Company's
Management.
4. Changing the nomenclature of positions of members of the Company's Board of
Directors as follows:
No. Before After
1) Direktur Kepatuhan dan SDM Human Capital and
Compliance Director
2) Direktur Keuangan dan Strategi Finance and Strategy
Director
3) Direktur Jaringan dan Retail Network and Retail Funding
Banking Director
4) Direktur Manajemen Risiko Risk Management Director
5) Direktur Hubungan -
Kelembagaan
6) - Consumer Banking Director
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5. Transferring the assignment of the names mentioned below as members of the
Board of Directors of the Company as follows:
No Name Before After
1) Riduan Corporate Banking Deputy President
Director Director
2) Eka Fitria Treasury and Human Capital and
International Banking Compliance
Dividen
3) Danis Subyantoro Direktur Manajemen Risk Management
Risiko Director
Each of them was appointed based on the Decision of the Annual GMS for the 2022
Financial Year dated March 14, 2023 and the Decision of the Annual GMS for the
2023 Financial Year dated March 7, 2024, with the term of office continuing the
remaining term of office of each in accordance with the decision of the relevant
GMS appointment.
6. Appointing the names mentioned below as the Company's Board of Directors:
1) Director of Network and Retail : Jan Winston;
Funding
2) Director of Finance and Strategy : Novita Widya Anggraini;
3) Director of Treasury and International : Ari Rizaldi;
Banking
4) Director of Corporate Banking : Mochamad Rizaldi;
5) Director of Consumer Banking : Saptari;
6) Director of Operations : Toni Eko Boy Subari;
7) President Commissioner/Independent : Kuswiyoto;
8) Commissioner : Luky Alfirman;
9) Commissioner : Yuliot;
10) Independent Commissioner : Mia Amiati
7. The term of office of the appointed members of the Board of Directors and Board
of Commissioners as referred to in point 6, shall be in accordance with the
provisions of the Articles of Association of the Company, with due observance of
the laws and regulations in the Capital Market sector and without prejudice to the
right of the GMS to dismiss them at any time.
8. With the confirmation of dismissal, termination, changes in position
nomenclature, transfer of duties, and appointment of the Company's
Management as referred to in number 1, number 2, number 3, number 4, number
5, and number 6, the composition of the Company's Management is as follows.
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a. Board of Director
1) President Director : Darmawan Junaidi;
2) Vice President Director : Riduan;
3) Director of Risk Management : Danis Subyantoro;
4) Director of Treasury and : Ari Rizaldi;
International Banking
5) Director of Corporate Banking : Mochamad Rizaldi;
6) Director of Consumer Banking : Saptari;
7) Director of Finance and : Novita Widya Anggraini;
Strategy
8) Director of Information : Timothy Utama;
Technology
9) Director of Operations : Toni Eko Boy Subari;
10) Director of Human Capital and : Eka Fitria;
Compliance
11) Director of Commercial : Totok Priyambodo;
Banking
9) Director of Network and Retail : Jan Winston
Funding
b. Commissioner
1) President Commissioner/ : Kuswiyoto;
Independent
2) Vice President Commissioner/ : Zainudin Amali;
Independent
3) Commissioner : Luky Alfirman;
4) Commissioner : Yuliot;
5) Commissioner : Mia Amiati;
6) Commissioner : Muhammad Yusuf Ateh.
9. Requesting the Board of Directors to submit a written request to the Financial
Service Authority for the implementation of the Fit and Proper Test for the
appointed members of the Board of Directors and the Board of Commissioners as
referred to in point 6 with due observance of the applicable provisions.
10. Members of the Board of Directors and Board of Commissioners appointed as
referred to in point 6 who are still serving in other positions that are prohibited by
laws and regulations to be concurrent with the positions of members of the Board
of Directors and Board of Commissioners of State-Owned Enterprises, then the
person concerned must resign or be dismissed from the position.
11. To grant power of attorney with the right of substitution to the Board of Directors
of the Company to state the resolutions of this GMS Meeting in the form of
Notarial Deed and to appear before a Notary or authorized official, and to make
necessary adjustment or corrections if required by the competent authorities for
the purpose of implementing the resolutions of the Meeting.
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SCHEDULE AND PROCEDURE FOR CASH DIVIDEND DISTRIBUTION
Furthermore, complying with the resolution of the Second Meeting Agenda as
mentioned above where the Meeting has resolved that 78% of the Company's net profit
i.e IDR43,510,538,707,938.10 or IDR 466,184343305 per share will be distributed as
the cash dividends to the Company's shareholders and, specially for the dividends to
the Government/State of the Republic of Indonesia will be distributed in accordance
with the laws and regulations, therefore, the schedule and procedures for distributing
the cash dividends for the Financial Year of 2024 hereby is notified as follows:
Cash Dividend Distribution Schedule
NO DESCRIPTION DATE
1 End of the Stock Trading Session With Dividend Rights
(Cum Dividend)
• Regular Board and Negotiated Market April 11, 2025
• Cash Market April 15, 2025
2 Beginning of the Stock Trading Session Without
Dividend Rights (Ex Dividend)
• Regular Board and Negotiated Market April 14, 2025
• Cash Market April 16, 2025
3 Registering Date of Shareholders who are entitled to April 15, 2023
the Dividend (Recording Date)
4 Cash Dividend Payment Date for the Financial Year of April 23, 2025
2024
Procedures for Cash Dividend Distribution
1. Cash Dividends will be distributed to shareholders of the Company whose names
are recorded in the Company's Shareholders Register ("DPS") or on the recording
date on April 15, 2025 (recording date) and/or the Company's shares owners listed
in the sub-securities account at PT Kustodian Sentral Efek Indonesia ("KSEI") at the
closing of trading on April 15, 2025.
2. As for shareholders of the Company whose shares are trusted in KSEI's collective
depository, cash dividend payments will be made through KSEI and will be
distributed on April 22, 2025 into the Customer Fund Account (RDN) in the
Securities Company and or Custodian Bank where the Shareholders open a sub-
securities account. Otherwise, for shareholders of the Company whose shares are
not trusted in KSEI's collective depository, the cash dividend payment will be
transferred to the Company shareholders' accounts.
3. Cash dividends will be subject to tax complying with the applicable tax laws and
regulations. The amount of tax imposed will be borne by the concerned
shareholders of the Company and withheld from the amount of cash dividends to
which the shareholders of the Company are entitled.
4. Based on the applicable tax laws and regulations, the cash dividends will be
exempted from the taxable object if it is received by the shareholders as the
resident corporate taxpayer (“Resident Corporate Taxpayer”) and, the Company
13
Page 14
will not withhold Income Tax on the cash dividend paid to the relevant Resident
Corporate Taxpayer. Cash dividends received by shareholders as the resident
individual taxpayers (“Resident Individual Taxpayer”) will be exempted from
taxable object to the extent the dividends are invested within the territory of the
State of the Republic of Indonesia. As for the Resident Individual Taxpayer who
does not meet the investment requirements as mentioned above, the dividends
received by the persons concerned will be subject to income tax ("PPh") in
accordance with the applicable laws and regulations, and the income tax must be
paid by the concerned Resident Individual Taxpayer itself complying with the
provisions of Government Regulation No. 9 of 2021 concerning Tax Treatment to
Support Business Simplicity and its amendments.
5. Shareholders of the Company can obtain confirmation of dividend payments
through securities companies and or through custodian banks where the
Company's shareholders open a securities account, further the Company's
shareholders must be responsible for reporting the receipt of the dividend in their
tax return forms of the relevant fiscal year in accordance with the applicable tax
laws and regulations.
6. As for Shareholders who are Non-Resident Taxpayers whose the tax assessment
of them will be based on the rates based on the Double Tax Avoidance Agreement
("P3B") must comply with the requirements of the Director General of Taxes
Regulation No. PER-25 / PJ / 2018 concerning Procedures of the Implementation
of Double Tax Avoidance Agreement and deliver a proof of record documents or
a receipt of DGT / SKD uploaded on the web page of the Directorate General of
Taxes to KSEI or Securities Administration Bureau in accordance with the KSEI
provisions and regulations related to DGT submission deadline. Without such
document, the cash dividends paid will be subject to Article 26 of the Income Tax
in the amount of 20%.
Jakarta, March 26, 2025
PT Bank Mandiri (Persero) Tbk.
BOARD OF DIRECTOR
14
Names mentioned 40 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Sentral Efek Indonesia
p.2
unresolved
person
MLI.
p.3 ×2
unresolved
org
PT Datindo Entrycom
p.3
unresolved
org
Rianto & Rekan
p.4 ×2
unresolved
org
Minister of State-Owned Enterprises
p.5
unresolved
org
Young Global Limited
p.6 ×2
unresolved
org
Bank Issues
p.7
unresolved
org
Financial Services Authority
p.8
unresolved
org
Indonesia Stock Exchange
p.9
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.13
unresolved
org
Directorate General of Taxes
p.14
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
1578 ms
12 Sep 2026 22:52
no RUPS minutes content - likely misclassified