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20250325_BDMN_Ringkasan Risalah//Risalah RUPS_31871060_lamp4.pdf
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Danamon
A member of (, MUFG, a global financial group
THE ANNOUNCEMENT OF THE SUMMARY OF THE MINUTES OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS
OF PT BANK DANAMON lNDONES]A TBK
PT Bank Danamon lndonesia Tbk (the "Company") hereby announces to the Shareholders that
the Company has convened the Annual General Meeting of Shareholders (AGMS) on Friday,
dated 21 March 2025. The AGMS was opened a|2.20 pm to 3.42 pm (West lndonesia Time),
located at Menara Bank Danamon, Auditorium, 23'd floor, Jl. HR. Rasuna Said, Blok C No.10,
Karet Setiabudi, Jakarta 12920.
ln relation to the AGMS, the Board of Directors of the Company has conducted the following
legal procedures:
1. Notified the plan and agenda of the AGMS to the Financial Service Authority ("OJK") on 5
February 2025.
2. Published the Announcement of the AGMS of the Company on 12 February 2025 and
uploaded it on the lndonesia Stock Exchanges website ("lDX"), lndonesia Central Securities
Depository (Kustodian Sentral Efek lndonesia (hereinafter referred to "KSEl")) website and
Company's website, www.danamon.co.id
3. Published the lnvitation of the AGMS to the Shareholders on 27 February 2025, and
uploaded it on the IDX website, KSEI website and Company's website.
4. Published the profile of the Company's Public Accountant, profiles of the candidate
Directors of the Company which will be proposed to the AGMS and other AGMS materials
on the Company's website.
The AGMS was chaired by Halim Alamsyah, Vice President Commissioner (lndependent) of
the Company, in accordance with Articles of Associations of the Company and Circular
Resolutions of the Board of Commissioners.
Members of the Board of Commissioners, Board of Directors and Sharia Supervisory Board of
the Company who physically attended the AGMS were:
Board of Commissioners Board of Directors
1. Yasushi ltagaki, President Commissioner Daisuke Ejima, President Director
2. Halim Alamsyah, Vice President Honggo Widjojo Kangmasto, Vice
Commissioner lndependent President Director
J. Nobuya Kawasaki, Commissioner Hafid Hadeli, Vice President Director
n
+. Hedy Maria Helena Lapian, lndependent Herry Hykmanto, Director
Commissioner Rita Mirasari, Director
( Dan Harsono, Commissioner Dadi Budiana, Director
Muljono Tjandra, Director
Thomas Sudarma, Director
Jin Yoshida, Director
Sharia Supervisory Board
1. Prof. Dr. H. M. Din Syamsuddin, MA., Chairman
2. Prof . Dr. Hasanudin, M.Ag., Member
3. Dr. Asep Supyadillah, M.AS., Member
pT Bank Danamon tndon€Bia Thk, beilzin dan diawaEi oloh Oloritas Jasa Keuangan {OJK) seda merupakan peserta p€njaminan LPS li
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Danamo n -'=i'+1:iii|E
A member of O) MUFC, a global financial group
Members of the Board of Commissioners of the Company who attended the AGMS virtually
through Microsoft Teams application and Easy.KSEl was Peter Benyamin Stok as lndependent
Commissioner.
The Company has: (i) appointed Mala Mukti, S.H., LL.M. as Public Notary and PT Adimitra Jasa
Korpora as the Share Administration Bureau to calculate the quorum and voting tabulation;
and (ii) provided an opportunity to the Shareholders to submit question and/or opinion in
relation to the agenda discussed.
ln accordance with the Shareholders Registry as 26 February 2025, the total number of
entitled shares is 9,773,552,870 shares. The number of shares with voting rights that
attended the AGMS was 9,115,575,433 shares or approximately 93,26778% of the total
shares issued by the Company. As such, this has fulfilled the required quorum (more lhan 213
of the total shares with valid voting rights issued by the Company). Therefore, the AGMS is
valid to be held and to make the following decisions:
Approved the Annual Report of the Company's for financial year ended on 31
December 2024.
ll. Approved the consolidated financial statements for the financial year ended on 31
December 2024 which was audited by the Public Accountants Firm of Liana Ramon
Xenia & Rekan (member of Deloitte Southeast Asia Limited) as described in the
lndependent Auditor's Report dated 14 February 2025, Number
00012 I 2.1 460 I AU.1 I 07 I 0B 49- 4 I I ll I 2025, with an un modif ied opinion.
1
ilt. Approved the Board of Commissioners Supervisory Report of the Company for
financial year ended on 31 December 2024.
iv. Give release and discharge ("volledig acquit et decharge") to: (i) the Board of
Directors of the Company in the performance of duties and responsibilities for the
management as well as the duties and responsibilities to represent the Company; (ii)
the Board of Commissioners of the Company in the performance of duties and
oversight responsibilities, duties, and responsibilities in providing guidance and advice
to the Board of Directors, and (iii) the Sharia Supervisory Board in the performance of
duties and responsibilities of supervision of the Sharia aspects of the implementation
of the Company's business activities in accordance with lslamic principles as well as
providing advice and suggestions to the Board of Directors, which is done in the
financial year ended on 31 December 2024, as long as the duties and responsibilities
are reflected in the annual report for the financial year ended on 31 December 2024.
9.115.575.433 shares or 100%
The results of
calculation
jiY!!'ve!Y!!Yr!
.*_Agree
i voting card 9.106.303.833 shares
t.: :..:::::::::: -. : ): ::
. :. :::::::
, Second Agenda
-
;: Approved the appropriation of the Company's net
n profit for the financ
r, December 2024 in total amount of 1DR3,179,3355,000,000 (three trillion
n ," bi three hundred th rty five mlllion ruoiahh) with det ail as follow:
.. lion
tr Bank Danamon lndoncsia Tbk, berlzln dan diawari or6h Oloitus Jae K6uatrgan (OJK) .6tu frquqakan 9a*tu F€rramlmn LP8l" E
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Danamon_=
A member of O) MUFG, a global financial group
1. By 1% (one percent) of net profit or approximately 1DR31,793,350,000 (thirty one
billion seven hundred ninety three million three hundred and fifty thousand rupiah) is
set aside for reserve fund to comply with Article 70 of the Limited Liability Company
Law.
2. By 35% (thirty five percent) of the net profit or approximately 1DR1,112,767,250,000
(one trillion one hundred twelve billion seven hundred sixty seven million two hundred
and fifty thousand rupiah) or lDR113.B5 (one hundred thirteen rupiah eighty five cents)
per share, with the assumption that total issued shares of the Company at the
Recording Date is not more than 9,773,552,870 (nine billion seven hundred seventy
three million five hundred fifty two thousand eight hundred and seventy) shares, to be
distributed as dividend for the financial year 2024, with the following provisions:
a. The dividend shall be paid to the shareholders whose names are registered in the
Shareholders' Registry on a date to be stipulated by the Board of Directors of the
Company (further referred to as the "Recording Date").
b. The unclaimed dividend after 5 (five) years since it was declared, will be booked
at the special reserve and the procedure to claim the dividend booked at the
special reserve can be accessed through the Company website.
The Shareholder dividend tax will comply with the applicable tax regulations.
d. The Board of Directors is hereby authorized and empowered to stipulate all
matters regarding or relating to the implementation of dividend payment for the
financial year 2024, including (however without limitation) to:
1) determine the Recording Date for the shareholders of the Company who are
entitled to receive dividend payment for the financial year 2024.
2) determine the date of implementing payment of dividend for the financial year
2024, taking into consideration and without prejudice to the regulations of the
Stock Exchange where the shares of the Company are listed.
J. The remaining amount of the Net Profit for the financial year 2024 which is not
determined shall be booked as retained earning of the Company.
TotalAbstain and Asree:9.115.138.443 shares or 99,9952%
The results of
Abstain
calculation
voting card 6.903.400 shares
or 0,0757%
Third Agenda
1. Re-appoint Mrs. Elisabeth lmelda as Public Accountant and Liana Ramon Xenia & Rekan,
(member of Deloitte Southeast Asia Limited) as Public Accounting Firm, which is listed in
the Financial Services Authority to audit the Company's consolidated financial statement
for the financial year 2025.
2. Authorize the Board of Commissioners to:
a. determine the amount of honorarium and other requirements relating to the
appointment of the Public Accountant and Public Accounting Firm.
b. determine a substitute Public Accounting Firm and/or Public Accountant in the
event that the Public Accounting Firm of Liana Ramon Xenia & Rekan and/or the
Public Accountant of Mrs. Elisabeth lmelda, due to any reasonr cannot complete the
audit process of the Company's 2025 Financial Statement.
pT Eank Danamon lndon€sla Tbk, borizan dan diawasl ol€h Otorik5 Jasa Kouangan (OJE stu morupakan pe*tu pon aninan LPSI B
Page 4
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Danamon -
A member of (, MUF6, a global financial group
i".t. "tl
ii 9.115.575.433 shares or 100%
;, The results of
;, calculation
i, voting card
9.108.671.833 shares
i:. _
Fourth
1a. Approved the total payment of bonus/tantieme which will be distributed to the
Board of Commissioners of the Company for the financial year 2024.
b. Approved the total payment of salary/honorarium and/or allowances to the Board
of Commissioners of the Company for financial year 2025.
Approved the delegation of authority to the President Commissioner of the
Company to determine the bonus/tantieme for the financial year 2024 and the
total amount of salary/honorarium and/or allowances for the financial year 2025
to each member of the Board of Commissioners of the Company based on the
recommendation of Nomination and Remuneration Committee.
2a. Approved the total payment of bonus/tantieme which will be distributed to the
Sharia Supervisory Board of the Company for the financial year 2024.
b. Approved the total payment of salary/honorarium and/or allowances to the Sharia
Supervisory Board of the Company for the financial year 2025.
L. Approved the delegation of authority to the Board of Commissioner of the
Company to determine the bonus/tantieme for the financial year 2024 and the
total amount of salary/honorarium and/or allowances for the financial year 2025
to each member of the Sharia Supervisory of the Company, based on the
recommendation of Nomination and Remuneration Committee.
3a. Approved the total payment of bonus/tantieme which will be distributed to the
Board of Directors of the Company for the financial year 2024.
b. Approved the total payment of the salary and allowances and/or other income to
the Board of Directors of the Company for the financial year 2025.
L. Approved the delegation of authority to the Board of Commissioner of the
Company to determine the bonus/tantieme for the financial year 2024 and the
total payment of salary and allowances and/or other income for financial year
2025 lo each member of the Board of Directors of the Company, based on the
recommendation of Nomination and Remuneration Committee.
9.114.998.835 shares or 99
The results of
Abstain Disagree
calculation
voting card 6.908.900 shares
,, 1. a. Approved the termination of the term of office of Mr. Hafid Hadeli as Vice President
Director of the Company and Mr. Muljono Tjandra as Director of the Company since
the closing of this Meeting with gratitude for the services provided to the Company.
b. Approved the appoinment of Mrs. Yenny Siswanto as Director of the Company where i
'i,__ her appointm-ent will be_,gffgcti.v.e _gfte,f .pas9es- theJit a.nQ p-r-oper test from the
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Danamon
A member of (r) MUFG, a global financial group
Financial Services Authority, for a term of office corresponding to the remaining term
of office of the members of the Company's Board of Directors currently serving.
Therefore, the composition of the Board of Directors of the Company effective as of the
closing of this Meeting will be as follows:
Board of Directors
President Director Daisuke Eiima
Vice President Director Honqqo Widioio Kanqmasto
Director HerrV Hykmanto
Director Rita Mirasari
Director Dadi Budiana
Director Thomas Sudarma
Director Jin Yoshida
Director Yenny Siswanto*
*Her appointment will be effective upon passing the fit and proper test of the
Financial Services Authority.
for a term of office until the closing of the AGMS in 2026 which will be held no later
than June 2026, without prejudice to the rights of the General Meeting of
Shareholders to dismiss her (them) at any time.
2. Approved to authorize the Company's Board of Directors to declare these decisions in
one or more deed of meeting decisions made before a Notary, notify the change in the
Company's data to the Minister of Law of the Republic of lndonesia to obtain a letter of
receipt of notification of changes to the Company's data.
The results of
calculation voting
card 6.915.200 shares 65.417.771 shares 9.043,242.462 shares
or 0,O759% ..,.ol0,7176% , or ,,Y-Y,,r:'
99,2065%
Approved changes to the provisions in the Company's Articles of Association namely
article 11 paragraph 2 and 4, article 12 paragraph 4 letter a (i) and letter b (i), article 14
paragraph 2 and 4, article 17 paragraph 1,2,3 and 4 letter (a, b, c, d, e, f and g) and
article 1B paragraph 2in order to adjust to the provisions and regulations in connection
with:
POJK Number 17 of 2023 concerning the lmplementation of Governance for
Commercial Banks.
POJK Number 2 of 2024 concerning the lmplementation of Sharia Governance for
Sharia Commercial Banks and Sharia.Business Units.
OJK Circular Letter Number 1S/SEOJK.03l2O24 concerning lmplementation of Sharia
Governance for Sharia Commercial Banks and Sharia Buslness Units.
2. Give approval to the Company's Board of Directors to restate the approved changes to
the Articles of S.ssociati-o1 as r9f9.rred_]n_p.oint 1 gpove,and
1!Jhe gam,91im9- 1e-aran all
pT Bank Danamon lndono6la Tbk, borizin don dl.wasl oleh Otoribs Jaaa Kguangan (OJK) 6etu m6rupakan po36ila p6niaminan LPge E
Page 6
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Danamon -
A member of @UUfC, a global financial group
provisions of the Company's Articles of Association into one Notarial deed and make
editorial changes if necessary in accordance with applicable regulations, then submit an
application to the Minister of Law of the Republic of lndonesia to obtain approval or
receipt of notification of changes to the Articles of Association, register it in the Company
Register and publish it in the State Gazette of the Republic of lndonesia.
TotalAbstain and 9.057.616.097 shares or 99 3642%
The results of
calculation ,- Abstain
voting card 6.904.800 shares 57.959.336 shares 9.050.711.297 shares
or 0,0757% or 0,6358% or 99,2884%
Jakarta, 25 March 2025
PT Bank Danamon lndonesia Tbk
Board of Directors
pT 6ank Danamon lndono6ta Tbk, borizin dan dlawaEl oloh Oiorlh6 Jasa K€uangan (OJtq 36tu m€iupakan p€3€tu p€nianlnan LPS'5 E
Names mentioned 26 people and organisations named in the text · linked when the evidence is strong
unresolved
person
Prof. Dr. H. M. Din Syamsuddin
p.1
unresolved
person
Dr. Hasanudin
p.1
unresolved
person
Dr. Asep Supyadillah
p.1
unresolved
person
Mala Mukti
p.2
unresolved
org
PT Adimitra Jasa Korpora
p.2
unresolved
org
Liana Ramon Xenia & Rekan
p.2 ×3
unresolved
org
Deloitte Southeast Asia Limited
p.2 ×2
unresolved
person
Elisabeth
p.3 ×2
unresolved
org
Financial Services Authority
p.3 ×3
unresolved
person
Daisuke Eiima
· President Director
p.5 ×2
unresolved
person
Honqqo Widioio Kanqmasto
· President Director
p.5 ×2
unresolved
person
HerrV Hykmanto
· Director
p.5
unresolved
org
Minister of Law
p.5 ×2
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