20250324_BTPS_Pemanggilan RUPS_31870824_lamp3.pdf

4.   Appointment of the Public Accountant and/or the Public Accounting Firm to audit the books of the Company for the financial year ended on
     December 31, 2025, and the stipulation on the amount of honorarium as well as other requirements in relation to the appointment
     aforesaid;

     Explanation:

     In relation to Article 9 paragraph 4 letter f of the Articles of Association of the Company; Article 68 of the Company Law-2007; Article 3 of POJK No. 9 of the
     Year 2023 regarding the Utilization of Services of Public Accountant and Public Accounting Firm in Financial Service Activities and with due regards to the
     Recommendation of the Audit Committee of the Company.

     Based on the above mentioned matters, the Company will propose to the Meeting to:

     1) Approve the appointment of KAP Siddharta Widjaja & Rekan (hereinafter will be referred to as the “KAP”) which constitutes a KAP registered at OJK,
        to carry out audit over the Financial Statement of the Company for the financial year of 2025, with Mrs. Novie, S.E., CPA, as the Public Accountant
        (hereinafter will be referred to as the “AP”) as the person-in-charge for such audit, as well as the stipulation on the amount of honorarium and other
        requirements regarding the appointment of KAP and/or AP aforesaid with due regards to the recommendation of the Audit Committee and the prevailing
        regulations.
        The year 2025 constitutes the sixth year for KAP and fourth year for AP to carry out audit over the financial statement of the Company.

     2) Approve the delegation of authority to the Board of Commissioners to stipulate the substituting KAP and/or AP in the event that the KAP and/or AP who
        have been appointed in accordance with the resolution of Meeting, due to any reason whatsoever, could not complete/carry out the audit over the financial
        statement for the financial year ended on December 31, 2025, including to determine the amount of honorarium and other requirements in relation to the
        appointment of the Substituting KAP and/or AP aforesaid.

     3) Whereas in the designation and appointment of KAP and/or AP aforesaid, the Company will be obliged to fulfill the provisions:

          i.    The appointed KAP and/or AP must be registered at the Capital Market Supporting Professions at OJK as well as have been experienced in auditing
                banking Companies
          ii.   The appointed KAP must be affiliated to an international KAP.

     4) Approve the granting of power of attorney to the Board of Directors of the Company to carry out the matters considered necessary in relation to the
        appointment of KAP and/or AP, including but not limited to the process for the convening of meeting and the execution of the appointment letter for the
        relevant KAP and/or AP.

5.   Amendment to the Articles of Association of the Company

     Explanation

     In relation to Article 12 of the Articles of Association of the Company; Articles 19, 21, and 22 of the Company Law-2007; Law Number 4 of the Year 2023
     regarding the Development and Strengthening of Financial Sector in conjunction with the Regulation of the Financial Services Authority No. 26 of the year 2024
     regarding the Expansion of Banking Business Activities in conjunction with POJK Number 2 of the year 2024 regarding the Application of Sharia Governance for
     Sharia Commercial Banks and Sharia Business Units;

     Based on the abovementioned matters, the Company proposes to the Meeting to:

     1. Approve the amendment to the Articles of Association of the Company in the framework of adjustment to Law Number 4 of the year 2023 regarding the
        Development and Strengthening of Financial Sector in conjunction with the Regulation of the Financial Services Authority No. 26 of the year 2024
        regarding the Expansion of Banking Business Activities in conjunction with POJK Number 2 of the year 2024 regarding the Application of Sharia Governance
        for Sharia Commercial Banks and Sharia Business Units;

     2. Approve the granting of power of attorney to the Board of Directors with the right of substitution to restate in a notary deed over the resolution mentioned
        above, including to recompose the entire provisions of the Articles of Association of the Company in a notary deed and furthermore to submit application
        for the notification over the amendment to the Articles of Association of the Company aforesaid to the Minister of Law of the Republic of Indonesia as well
        as to publish it in the State Report of the Republic of Indonesia, and for such purposes to make amendments and/or additions in any form whatsoever
        which are required and/or prescribed by the Minister of Law of the Republic of Indonesia in order to be approved with regard to the relevant amendment
        to the Articles of Association and to take any and all actions prescribed by the prevailing laws and regulations.

6.   Change of Composition of the Sharia Supervisory Board of the Company;

     Explanation:

     In relation to Article 9 paragraph 4 letter d of the Articles of Association of the Company; POJK Number 2 of the year 2024 regarding the Application of Sharia
     Governance for Sharia Commercial Banks and Sharia Business Units, the Recommendations of the National Sharia Board – the Indonesia Ulema Council as well
     as the Recommendation of the Nomination and Remuneration Committee of the Company.

     Based on the abovementioned matters, the Company proposes to the Meeting to:

     1)    Approve the appointment of H. CECEP MASKANUL HAKIM, M.Ec., as a member of the Sharia Supervisory Board of the Company starting as of the
           closing of the Meeting, with his term of office to be the same as the remaining term of office of other incumbent members of the Sharia Supervisory
           Board which is up to the closing of the Annual GMS of the Company to be convened in the year 2026 without prejudice to the Right of the Meeting or the
           prevailing laws and regulations to dismiss him at any time before the expiry of his term of office.

           Thus therefore, the complete composition of the members of the Board of Directors, the Board of Commissioners, and the Sharia Supervisory Board of the
           Company starting as of the closing of the Meeting will become as following:
                    THE BOARD OF DIRECTORS
                    President Director  : HADI WIBOWO
                    Compliance Director : ARIEF ISMAIL
                    Director            : DWIYONO BAYU WINANTIO
                    Director            : FACHMY ACHMAD
                    Director            : DEWI NUZULIANTI

                    THE BOARD OF COMMISSIONERS
                    President/Independent : KEMAL AZIS STAMBOEL
                    Commissioner
                    Independent           : MULYA EFFENDI SIREGAR
                    Commissioner
                    Independent           : DEWIE PELITAWATI
                    Commissioner
                    Commissioner          : ONGKI WANADJATI DANA

               THE SHARIA SUPERVISORY BOARD
               Chairman           : H. IKHWAN ABIDIN, M.A.
               Member             : H. MUHAMAD FAIZ, M.A.
               Member             : H. CECEP MASKANUL HAKIM, M.Ec.*

                 With a notation (*):
                 i. For those who have not yet received the Result of Fit and Proper Test, then, their term of office will be effective upon receiving approval
                     from the Financial Services Authority (the “OJK”) and/or the fulfillment of the requirements stipulated in the OJK approval letter aforesaid
                     (effective date);
                 ii. In the event that OJK did not approve the appointment aforesaid or the requirements stipulated by OJK could not be fulfilled, then, the
                     appointment aforesaid will become void and invalid without requiring any further approval of the GMS.

     2)   Grant power of attorney to the Board of Directors of the Company, with the right of substitution, to restate in a notary deed over the resolution
          mentioned above and to notify it to the Minister of Law of the Republic of Indonesia for such purposes, as well as for such purposes to take the required
          actions in accordance with the prevailing laws and regulations.

7.   Approval over Recovery Action Plan (Recovery Plan) of the Company;

     Explanation:

     In relation to Article 15 paragraph (1) of POJK Number 5 of the year 2024 regarding the Stipulation of Supervisory Status and the Handling of Commercial Bank
     Issues; the Company has composed and submitted the Recovery Action Plan (Recovery Plan) to OJK by means of Letter Number S.419/DIR/RM/XI/2024 dated
     November 28, 2024.

     Based on the abovementioned matters, the Company proposes to the Meeting to:

     1)   Approve the Recovery Action Plan (Recovery Plan) Policy and Documents of the Company;
     2)   In the event that OJK demanded the Company to make adjustment to the Recovery Action Plan which has been submitted and approved at the Meeting,
          then, the Recovery Action Plan to be used by the Company shall be the Recovery Action Plan which has been adjusted to the Recommendation from OJK
          and/or the fulfillment of the requirements stipulated in the OJK approval letter aforesaid, without requiring further GMS approval.

8.   Report of the Company in the Form of Implementation of the Transfer of a portion of the Treasury Shares of the Company in the year 2024;

     Explanation:

     In relation to POJK number 30/POJK.04/2017 and POJK 29 of the year 2023 which stipulate the provisions on the transfer for Public Company which has
     obtained approval of the General Meeting of Shareholders with regard to the buyback of shares and/or within the period for the implementation of transfer of
     shares as the result of buyback before the effective date of POJK number 29 of the year 2023, then, will continue adhering to the provisions stipulated in POJK
     Number 30/POJK.04/2017 regarding the Buyback of Shares Issued by Public Company;

     Based on the abovementioned matters, the Company informs to the Meeting over the Report on the Implementation of Payment of variable Remuneration
     through the Transfer of a portion of Treasury Shares of the Company has been carried out on January 24, 2025, with due regards to the prevailing provisions.

     The total number of the remaining Treasury Shares of the Company after the transfer is 0 (Zero) share.


                                                         Shareholders who are entitled to be present

The Shareholders who are entitled to attend the Meeting or represented in the Meeting and to cast votes in the Meeting shall be the Shareholders whose names are
recorded in the Register of Shareholders (DPS) of the Company and/or the Shareholders whose Securities Accounts are registered in the Collective Depository of PT
Kustodian Sentral Efek Indonesia (“KSEI”) on Friday, dated March 21, 2025, at 16:00 Western Indonesia Standard Time.

                                                    Attendance Quorum and Resolutions of the Meeting

1. Agenda 1 up to 4 and Agenda 6 up to 7
      i.  The Meeting can be convened if it were attended by the Shareholders or their valid proxies representing more than 1/2 (one-half) of the total number
          of the entire shares with valid voting rights which have been issued by the Company.
     ii.  The resolution of the Meeting will be adopted based on deliberation to reach a consensus, with due observance of Article 28 of POJK Number
          15/POJK.04/2020 (hereinafter will be referred to as the “POJK-15/2020”). In the event that the resolution based on deliberation to reach a
          consensus could not be achieved, the resolution will be valid if it were adopted based on the affirmative votes of more than 1/2 (one-half) of the total
          number of the entire shares with valid voting rights which are present and/or represented in the Meeting.

2.   Agenda 5
       i.  The Meeting can be convened if it were attended by the Shareholders or their valid Proxies representing at least 2/3 (two-third) of the total number of
           the entire shares with valid voting rights which have been issued by the Company.
      ii.  The resolution of the Meeting will be adopted based on deliberation to reach a consensus with due observance of Article 28 of POJK-15/2020. In the
           event that a resolution based on deliberation to reach a consensus could not be achieved, the resolution will be valid if it were adopted based on the
           affirmative votes of more than 2/3 (two-third) of the total number of the entire shares with valid voting rights which are present and/or represented in
           the Meeting.

3. Agenda 8
   Constitute the presentation of reports of the Company which does not require the adoption of resolution.

                                                                       General Provisions

1. The Company does not send a separate invitation letter to each Shareholder and this Summoning for the Meeting (the “Summoning”) constitutes an official
   invitation for the Shareholders to attend the Meeting. In accordance with the provisions of Article 82 paragraph 2 of the Company Law-2007, and Article 52
   paragraph 1 of POJK-15/2020, this Summoning can also be viewed through the website of KSEI (www.ksei.co.id), the website of the Indonesian Stock
   Exchange (www.idx.co.id), and the website of the Company (www.btpnsyariah.com).

2. The Meeting will be convened with physical and/or electronic attendance by using the Electronic General Meeting System KSEI Application (the
   “eASY.KSEI Application”) provided by KSEI with due observance of POJK Number 16/POJK.04/2020 (the “POJK-16/2020”) in conjunction with Article 10
   paragraph 1 letter c.) of the Articles of Association of the Company.

3. In relation to the occurrence of the convening of Meeting through eASY.KSEI Application as referred to above, then, the participation of the Shareholders in the
   Meeting can be carried out with the following mechanism:
    a. Attendance in the Meeting electronically through eASY.KSEI Application;
    b. Attendance in the Meeting physically; or
    c. Attendance by virtue of the granting of power of attorney by using the power of attorney form as referred to in point 7b below.

4.   To provide convenience by continue observing the application of good corporate governance principles, the Company urges the Shareholders:
      • To be present in the Meeting electronically as referred to in point 3.a; or
      • Carry out the granting of electronic power of attorney (e-Proxy) through eASY.KSEI Application as referred to in point 7.a below.

     The requirements for utilization of eASY.KSEI Application are as following:
         a. Constitute a local individual Shareholder whose shares are deposited in the collective depository of KSEI;
         b. Must be firstly registered in the Securities Ownership Reference of KSEI (the “AKSes KSEI”) facility. For Shareholders who have not yet been
            registered, they are expected to firstly carry out registration by accessing the website of AKSes KSEI (https://akses.ksei.co.id/);
         c. Access the eASY.KSEI menu, Login eASY.KSEI sub-menu on the website of AKSes KSEI.

5.   The Shareholders or their proxies who will attend the Meeting electronically through eASY.KSEI Application, are expected to notice the following
     matters:

     a. The Shareholders may declare their attendance electronically up to April 16, 2025, at 12:00 WIB (the “Attendance Declaration Deadline”), and give
        their choice of votes through eASY.KSEI Application starting as of the date of the Summoning up to the Attendance Declaration Deadline;

     b. For:
         i. The Shareholders who have not yet make electronic attendance declaration up to the Attendance Declaration Deadline;
         ii. The Shareholders who have made electronic attendance declaration, but have not yet given their choice of votes at the minimum for 1 (one) agenda of
              the Meeting up to the Attendance Declaration Deadline;
         iii. The Individual Representative, and the Independent Party who have been appointed by the Company who have received power of attorney from the
              Shareholders, but the relevant Shareholders have not yet given their choice of votes at the minimum for 1 (one) agenda of the Meeting up to the
              Attendance Declaration Deadline;
         iv. The Participants of KSEI/Intermediary (the Custodian Bank or the Securities Company) who has received power of attorney from the Shareholders who
              have determined their choice of votes in the eASY.KSEI Application;

         will be obliged to carry out registration through eASY.KSEI Application on the date of convening of the Meeting at the latest up to 09.00 Western
         Indonesia Standard Time.

     c. Delay or failure in the electronic registration process due to any reason whatsoever will result in the Shareholders or their proxies could not attend the
        Meeting electronically and their share ownership will not be taken into account in the attendance quorum.

6.   The Shareholders whose shares have been or have not yet been registered in the Collective Depository of KSEI or their valid proxies who will attend the
     Meeting physically will be obliged to present the copy of their valid identification cards or proof of identity along with the valid power of attorney (if being
     represented by virtue of power of attorney) to the Registration Officer before entering the venue of the Meeting.

7.   The Shareholders may be represented by their proxies by means of:

     a. Granting electronic power of attorney (e-Proxy) through eASY.KSEI Application (https://easy.ksei.co.id). The Shareholders can present the power of
        attorney and their votes, make changes on the appointment of proxy and/or choice of votes for the agenda of the Meeting or carry out the revocation of
        power of attorney, electronically through eASY.KSEI Application starting as of the date of the Summoning up to the Attendance Declaration
        Deadline. Eligible to become the proxy electronically shall be an individual who is legally competence, and who is not a member of the Board of Directors,
        the Board of Commissioners, the Sharia Supervisory Board, and the employees of the Company, as well as adhering to other provisions as stipulated in
        POJK-15/2020; or
     b. Granting power of attorney by filling-in the Power of Attorney form which can be downloaded from the website of the Company
        (https://www.btpnsyariah.com/web/guest/rapat-umum-pemegang-saham), provided that:
        i.   The members of the Board of Directors, the Board of Commissioners, the Sharia Supervisory Board, and the employees of the Company may act as the
             proxies of the Shareholders in the Meeting, however, the votes which they cast in the Meeting will not be taken into account in the counting of votes
             (including acting as the Shareholders);
        ii.  A Shareholder will not be entitled to grant power of attorney to more than one proxy for a portion of the total number of the entire shares which he
             owned for different votes;
        iii. The power of attorney from a Shareholder which is executed abroad must be legalized by the local public notary and the local official representative
             office of the Republic of Indonesia;
        iv. The power of attorney which has been supplemented by the copy of valid identification card or proof of identity of the authorizer and the list of
             questions must be received by the Company, at the latest 3 (three) working days prior to the convening of the Meeting, without prejudice to the
             policy of the Company, through the Securities Administration Bureau (BAE):
                                 PT Datindo Entrycom
                                 Jl. Hayam Wuruk No. 28 Jakarta 10120
                                 Phone: +62 21 350 8077 (Hunting)
                                 Facsimile: +62 21 350 8078
                                 e-mail: dm@datindo.com
                                 Website: www.datindo.com
        v.   The proxy of a Shareholder in the form of legal entity (Legal Entity Shareholder) will be obliged to deliver:
              a)    The valid copy of the Articles of Association;
              b)    The documents for the appointment of the incumbent members/management;
              to the Company through BAE with the address as referred to in point 7.b.iv) above, at the latest 3 (three) days prior to the convening of the
              Meeting without prejudice to the policy of the Company.

8.   For the sake of providing convenience for the Shareholders or their proxies who will be physically attend the Meeting, then, the Company stipulates the
     protocol for the proceedings of the meeting, as stated in the Code of Conduct of the Meeting.

9.   In addition to the granting of power of attorney electronically, a Shareholder may also exercise his right by means of granting power of attorney to an
     independent party appointed by the Company (the “Independent Party”) by using the Power of Attorney form which has been provided by the Company,
     therefore, he can continue exercising his right to attend and to cast votes in the Meeting by being represented by the Independent Party aforesaid.

10. In order to facilitate the arrangement of administration and the orderly conduct of the Meeting, the Shareholders or their proxies are respectfully requested to
     be present at the Meeting at the latest 30 (thirty) minutes before the start of the Meeting which is at 09.30 Western Indonesia Standard Time,
     since the registration desk will be closed promptly at 09:50 Western Indonesia Standard Time. The Shareholders or their proxies who are present
     after the registration desk is closed or who are late/failed in electronic registration due to any reason whatsoever, will be considered as absent and will not be
     taken into account in the attendance quorum.

11. The Company provides the materials of the Meeting, the Code of Conduct, the Power of Attorney, and other supporting documents in the form of electronic
    documents which have been made available on the Website of the Company (www.btpnsyariah.com) and eASY.KSEI Application (https://easy.ksei.co.id)
    starting as of the Summoning for the Meeting up to the convening of the Meeting. In the framework of supporting the reduction of printed materials, the
    Company no longer provides materials of the Meeting in the form of Printed Copies to the shareholders at the time of convening of the Meeting.

12. The Shareholders are expected to firstly read the Code of Conduct of the Meeting which will be made available on the website of the Company (on the link
    https://www.btpnsyariah.com/web/guest/rapat-umum-pemegang-saham) starting as of the date of Summoning.

13. If there were any changes and/or additions of information related to the procedure for the implementation of the Meeting in relation to the occurrence of the
    latest conditions and developments which have not yet been presented through the Summoning, furthermore, they will be published on the website of the
    Company (on the link https://www.btpnsyariah.com/web/guest/rapat-umum-pemegang-saham).

14. If there were any situations forcing the Company to be unable to convene the Meeting physically, then, the Company will convene the Meeting electronically
    without the presence of the Shareholders, by delivering prior notification to the Shareholders.

In the framework of fulfillment of Good Corporate Governance principles, the Company has deeply considered the mechanism, venue, and time for the convening of
the Meeting, therefore, the Shareholders can participate in the Meeting. The Board of Directors urges the entire Shareholders to exercise their rights to the best of
their ability and to cast votes in the adoption of resolution with regard to the entire agenda of the Meeting.


                                                                        Jakarta, March 24, 2025
                                                                         The Board of Directors
                                                                      PT Bank BTPN Syariah Tbk