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20250321_NISP_Ringkasan Risalah//Risalah RUPS_31870312_lamp2.pdf
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ANNOUNCEMENT OF SUMMARY MINUTES OF
2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT BANK OCBC NISP TBK
The Board of Directors of PT Bank OCBC NISP Tbk (Company) hereby announces that the Annual
General Meeting of Shareholders (Meeting) convened as follows:
A. Meeting
Day/Date : Monday, 20 March 2025
Time : 10.08 am – 11.28 am Western Indonesia Time
Venue : OCBC Tower
Jl. Prof. Dr. Satrio Kav. 25, Jakarta 12940
Mechanism : Physically and electronically through the eASY.KSEI application
Agenda:
1. Approval of the Company’s Annual Report for the Financial Year of 2024
2. Determination of the Appropriation of the Company’s net profit earned in the Financial Year of 2024
3. Approval of the Company’ Shares Buyback (Share Buyback) and Transfer of Buyback Shares
Proceeds for the Distribution of Variable Remuneration
4. Changes in the Company’s Board of Commissioners and Board of Directors along with the
Remuneration determination of the Company’s Board of Commissioners, Board of Directors, and
Sharia Supervisory Board
5. Appointment of Public Accountant and Public Accounting Firm for the Financial Year of 2025.
Chairperson of the Meeting
The meeting was chaired by Pramukti Surjaudaja as the Company’s President Commissioner, as
authorized by the Board of Commissioners.
B. Members of the Board of Commissioners, Board of Directors, Sharia Supervisory Board, and
Committee who attended the Meeting
The Board of Commissioners
1. President Commissioner : Pramukti Surjaudaja
2. Independent Commissioner : Jusuf Halim
3. Independent Commissioner : Betti S. Alisjahbana
4. Independent Commissioner : Rama P. Kusumaputra
5. Independent Commissioner : Tan Siak Kwang Nicholas *)
The Board of Directors
1. President Director : Parwati Surjaudaja
2. Director : Hartati
3. Director : Martin Widjaja
4. Director : Andrae Krishnawan W.
5. Director : Johannes Husin
6. Director : The Ka Jit
7. Director : Lili S. Budiana
Sharia Supervisory Board
Chairman : Muhammad Anwar Ibrahim *)
Member : Mohammad Bagus Teguh Perwira
Member : Jaenal Effendi
Audit Committee
Member (Independent Party) : Angeline Nangoi
Member (Independent Party) : Lioe Fei Ling
Member (Independent Party) : Antony Kurniawan
OCBC Information Classification: Public
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Risk Monitoring Committee
Member (Independent Party) : Paulus Agus Tjarman
Member (Independent Party) : Iwan Dharmawan
*) attended through the virtual meeting arranged by KSEI.
C. Independent Party who Counted the Attendance of Shareholders and Ensured the Meeting
Process
The Company had appointed independent party, namely Securities Administration Bureau (BAE) PT
Raya Saham Registra to count the shareholders’ attendance, and appointed Notary Fathiah Helmi, SH
to ensure the Meeting process.
D. Quorum of Attendance of Shareholders
In the Meeting, 21,264,986,349 shares or equal to 92.6769% out of the total shares having valid voting
rights issued by the Company were present and/or represented. Therefore, the Meeting met the
quorum and had the right to make valid and binding resolutions.
E. Mechanism of Meeting Resolutions
The Meeting’s resolutions were resolved amicably. In the event an amicable resolution could not be
reached, decision was taken by voting.
F. The Opportunity to ask Question/Opinions and Voting Results
The shareholders were given the opportunity to ask questions and/or give opinions in the Meeting with
respect to Agenda of the Meeting. The voting results from all shareholders who attended the meeting
with valid voting rights which includes e-Proxy and e-Voting votes from the KSEI system were as
follows:
Non- Total Question/
Agenda Affirmative Abstain *)
affirmative Affirmative **) Opinion
21,259,120,407 5,865,942 21,264,986,349 3
First shares or - shares or shares or
99.97241502% 0,02758498% 100%
21,263,599,509 1,386,840 21,264,986,349 1
Second shares or - shares or shares or
99.99347829% 0.00652171% 100%
21,171,390,775 92,208,734 1,386,840 21,172,777,615 -
Third shares or shares or shares or shares or
99.55986064% 0.43361765% 0.00652171% 99.56638235%
21,109,882,058 16,346,885 138,757,406 21,248,639,464 -
Fourth shares or shares or shares or shares or
99.27061185% 0.0768723% 0.65251585% 99.9231277%
21,252,187,879 11,403,730 1,394,740 21,253,582,619 -
Fifth shares or shares or shares or shares or
99.93981435% 0.05362679% 0.00655886% 99.94637321%
*) In accordance with POJK No.15/POJK.04/2020, any abstain votes is considered to cast the same vote as the majority
votes of shareholders who cast votes.
**) These voting numbers were calculated through the e-Voting of KSEI and BAE.
OCBC Information Classification: Public
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G. Meeting Resolutions
Meeting resolutions were as follows:
First Agenda
1. Approved the Company’s Annual Report including the Report of the Board of Directors and the
Supervision Report of the Board of Commissioners for the financial year 2024.
2. Approved the Company’s Financial Consolidated Statements for the financial year 2024 audited
by Rintis, Jumadi, Rianto & Rekan Public Accounting Firm, member of PricewaterhouseCoopers
global network as set forth in its report dated 28 January 2025 with unmodified opinion.
Therefore, the Company’s Board of Directors and Board of Commissioners, hereby were released and
discharged (acquit et de charge) from the responsibilities of their management and supervision
performed during financial year ended 31 December 2024, insofar as such actions were reflected in
the Company’s Annual Report and Financial Consolidated Statements for financial year 2024, provided
that it is not a criminal act and has been disclosed in the above-mentioned report.
Second Agenda
1. Approved the determination of the appropriation of the Company’s net profit of financial year 2024,
in the amount of IDR4,866,748,982,550 as follows:
a. IDR106 per share or total IDR 2,432,201,479,032 was determined as Cash Dividend or 49.98%
of the Net Income attributable to shareholders of the parent company
b. IDR100,000,000 was set aside for general reserves; and
c. The remaining Net Profit was determined as retained earnings.
2. Approved the delegation of power and authority with substitution rights to the Board of Directors to
determine the schedule and procedures relating to the payment of cash dividends for the 2024
financial year in accordance with applicable regulations and carry out tax deductions in accordance
with the provisions of tax laws and determine other technical matters without prejudice to the
applicable provisions.
Third Agenda
1. Approved the buyback of the Company’s shares from the public shareholders amounted 390,000
shares or 0.002% of the total shares issued and fully paid-up for variable remuneration distribution
to the Board of Directors and employees pursuant to POJK No. 29 of 2023 and prevailing law and
regulation.
2. Approved the delegation of authority to the Board of Directors to perform the buyback of the
Company’s shares and its transfer pursuant to POJK No. 29 of 2023, POJK No. 45/POJK.03/2015,
and prevailing law and regulation with the estimated cost shall not exceed the maximum of
IDR800,000,000 including the intermediary commission for the securities traders and other related
costs.
Fourth Agenda
1. Approved the re-appointment of Na Wu Beng as Commissioner, Andrae Krishnawan W. as
Director, and Johannes Husin as Director, effective since the closing of the Meeting until the closing
of the Company’s Annual General Meeting of Shareholders (AGMS) in 2028.
2. Approved the appointment of Hartadi Agus Sarwono as Independent Commissioner with term of
office effective after OJK’s approval until the closing of the Company’s AGMS in 2028.
3. Approved the resignation of Joseph Chan Fook Onn as Director, effective since the closing of the
Meeting.
4. Approved the appointment of Heriyanto as Director with term of office effective after OJK’s approval
until the closing of the Company’s AGMS in 2028.
The Company expressed its deepest gratitude and appreciation to Lai Teck Poh as Company’s
Commissioner, Rama P. Kusumaputra as Company’s Independent Commissioner, and Joseph Chan
Fook Onn as Company’s Director for their contribution and dedication to the Company.
OCBC Information Classification: Public
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Therefore, the Composition of members of the Board of Commissioners and Board of Directors are as
follows:
THE BOARD OF COMMISSIONERS
- President Commissioner : Pramukti Surjaudaja
- Commissioner : Wong Pik Kuen Helen
- Commissioner : Na Wu Beng
- Independent Commissioner : Hartadi Agus Sarwono *)
- Independent Commissioner : Jusuf Halim
- Independent Commissioner : Betti S. Alisjahbana
- Independent Commissioner : Tan Siak Kwang Nicholas
THE BOARD OF DIRECTORS
- President Director : Parwati Surjaudaja
- Director : Hartati
- Director : Martin Widjaja
- Director : Andrae Krishnawan W.
- Director : Johannes Husin
- Director : The Ka Jit
- Director : Lili S. Budiana
- Director : Heriyanto *)
*) effective after OJK’s approval
5. Approved to grant the authority and power of attorney to OCBC Overseas Investment Pte Ltd as
the majority shareholder to determine the remuneration of the Board of Commissioners, and to
grant the authority and power of attorney to the Board of Commissioners to determine the
remuneration of the Sharia Supervisory Board and Board of Directors based on the
recommendation of the Remuneration and Nomination Committee. Both authorities and power of
attorney shall be valid for 3 (three) financial years, namely from the financial year 2026 up to the
financial year 2028.
6. Approved the delegation of the authority to the Company’s Board of Directors to set out the Meeting
resolutions in a separate Notarial Deed, to notify Ministry of Law Republic of Indonesia/the
authorized agency, and as well as to take all necessary actions in accordance with the provisions
of the prevailing laws and regulations in the Republic of Indonesia.
Fifth Agenda
Approved the delegation of authority and power of attorney to the Board of Commissioners based on
the recommendation from the Audit Committee to:
1. Appoint a Public Accountant and Public Accounting Firm to audit the Company’s Consolidated
Financial Statements for the financial year 2025 and to determine the audit service fee and other
relevant qualifications, with criteria or limit according to the applicable regulations; and
2. Appoint a substitute of Public Accountant (AP) and/or Public Accounting Firm (KAP) in the event
that the previously appointed AP and/or KAP, for whatever reason, is unable to complete the audit
services for the Consolidated Financial Statements for the 2025 Fiscal Year, including to determine
the audit service fee and other relevant qualifications for the substitute of AP and/or KAP.
Jakarta, 21 March 2025
PT Bank OCBC NISP Tbk
Board of Directors
OCBC Information Classification: Public
Names mentioned 23 people and organisations named in the text · linked when the evidence is strong
unresolved
org
PT Raya Saham Registra
p.2
unresolved
person
Notary Fathiah Helmi
p.2
unresolved
org
Rianto & Rekan
p.3
unresolved
person
Tan Siak Kwang Nicholas
· Commissioner
p.4
unresolved
org
OCBC Overseas Investment Pte Ltd
p.4
unresolved
org
Ministry of Law Republic of Indonesia
p.4
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