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20250320_BNII_Pemanggilan RUPS_31869972_lamp3.pdf
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INVITATION
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT BANK MAYBANK INDONESIA, Tbk.
PT Bank Maybank Indonesia, Tbk. (the “Company”) hereby invites all Shareholders to attend the Annual General Meeting of Shareholders (“Meeting”)
of the Company, which will be held on:
Day / Date : Friday / 11 April 2025
Time : 14.00 Western Indonesian Time - onwards
Place : Function Room
Sentral Senayan III 28th Floor
Jl. Asia Afrika No. 8 Senayan Gelora Bung Karno
Jakarta 10270
with the agenda of the Meeting and the explanation as follows:
1. Approval on the Company’s Annual Report and Ratification of the Company’s Consolidated Financial Statements for the Financial Year ended
on 31 December 2024
Explanation:
In accordance with Article 10 paragraph (4) and Article 10 paragraph (5) of the Company’s Articles of Association (”AoA”), as well as Article 69
paragraph (1) of the Law of the Republic Indonesia Number 40 Year 2007 regarding Limited Liability Company (“Company Law”), approval of the
Company’s Annual Report, including ratification of the Company’s Financial Statements and Supervisory Report of the Board of Commissioners
must be obtained through General Meeting of Shareholders (”GMS”). The Company will explain the main points of the Annual Report of the
Company for the Financial Year of 2024, including business operations and achievements of the Company during the Financial Year of 2024, and
propose to the Meeting to approve the Annual Report of the Company for the Financial Year ended on 31 December 2024, ratify the Company's
Consolidated Financial Statements dated 31 December 2024 and for the Financial Year ended on 31 December 2024, ratify the Supervisory Report
of the Board of Commissioners and the Sharia Supervisory Board of the Company for the Financial Year ended on 31 December 2024, and provide
acquit and discharge (“volledig acquit et décharge”) to the members of the Board of Directors and the Board of Commissioners, including the
Sharia Supervisory Board of the Company for the management and supervision performed in the Financial Year of 2024, provided that the
management and supervisory actions are reflected in the Company’s Annual Report for the year ended on 31 December 2024.
2. Determination of the Utilization of the Company’s Net Profit for the Financial Year ended on 31 December 2024
Explanation:
In accordance with Article 10 paragraph (4) of the Company’s AoA and Article 71 of the Company Law, the utilization of the Company’s Net Profit
for the Financial Year of 2024 must be determined and approved by the GMS. Referring to this requirement and considering the Company’s Net
Profit for the Financial Year of 2024 amounted to Rp1,115,963,322,571,-, the Company will propose to the Meeting that the Company’s Net Profit
will be utilized for distribution of dividends to the Shareholders and as Retained Earnings.
3. Appointment of Public Accountant and/or Public Accountant Firm to Audit the Company’s Financial Statements for Financial Year of 2025
and Determination on the Honorarium and other requirements related to the Appointment
Explanation:
Article 10 paragraph (4) of the Company’s AoA and Article 3 paragraph (1) of Indonesia Financial Services Authority Regulation Number 9 Year 2023
(“POJK 9”) regarding The Use of Services of Public Accountant and Public Accountant Firm in Financial Services Activities stipulate that the
appointment of Public Accountant and/or Public Accountant Firm who will audit the Financial Statements of the Company must be determined by
the General Meeting of Shareholders (GMS). The Company will seek approval to the Meeting to appoint Public Accountant ”Yasir” and Public
Accountant Firm ”Purwantono, Sungkoro & Surja” (a member firm of Ernst & Young Global Limited) to audit the Company’s Financial Statements
for the Financial Year of 2025 and delegate the authority to the Board of Commissioners to determine the honorarium and other requirements
related to that appointment.
4. Determination on the Honorarium and/or Other Allowances for the Board of Commissioners in the Financial Year of 2025
Explanation:
Article 18 paragraph (4) of the Company’s AoA, and Article 113 of the Company Law regulate that the members of the Board of Commissioners
(”BOC”) shall be compensated with honorarium and/or allowance in the amount as specified by the GMS. The Company will propose to the
Meeting to delegate its authority to the President Commissioner of the Company to determine the honorarium and/or other allowances for the
BOC for Financial Year of 2025, by taking into consideration the suggestion and recommendation from the Company’s Nomination and
Remuneration Committee.
5. Authorization to the Board of Commissioners to determine:
• The Salary and/or Other Allowances for the members of the Board of Directors for the Financial Year of 2025, and
• The Honorarium and/or Other Allowances for the members of Sharia Supervisory Board for the Financial Year of 2025
Explanation:
Article 15 paragraph (5) and Article 22 paragraph (5) of the Company’s AoA, as well as Article 96 and Article 109 of the Company Law stipulate
that the amount of the salary and/or other allowances for the Board of Directors (”BOD”) and the honorarium and/or other allowances for the
Syariah Supervisory Board (”SSB”) must be determined by the GMS and such authority can be delegated by the GMS to the Board of Commissioners
(”BOC”) of the Company. The Company will propose to the Meeting to delegate the authority to the BOC of the Company to determine the salary
and/or other allowances for the BOD and the honorarium and/or other allowances for the SSB for the Financial Year of 2025, as well as bonus for
the BOD for Financial Year of 2024, by taking into consideration the suggestion and recommendation from the Company’s Nomination and
Remuneration Committee.
6. The Changes on the Composition of the members of the Company’s management
Explanation:
Based on the provision in Article 10 paragraph (4), Article 15 paragraph (3) and Article 18 paragraph (3) of the Company's AoA, Article 3 and 23 of
Indonesia Financial Services Authority Regulation Number 33/POJK.04/2014 (“POJK 33”) regarding The Board of Directors and the Board of
Commissioners of Issuers or Public Companies, and Articles 94 and 111 of the Company Law, members of the Company's Board of Commissioners
and Board of Directors are appointed and terminated by the GMS.
The Company will propose to the Meeting to:
• Approve the termination of the term of office of Dato’ Khairussaleh Ramli as the Company’s President Commissioner, Dato’ Zulkiflee Abbas
Abdul Hamid as the Company’s Commissioner and Achjar Iljas as the Company’s Independent Commissioner, whose term of office will be
expired since the closing of the Meeting.
• Approve the termination of the term of office of Bambang Andri Irawan as the Company’s Director, whose term of office will be expired since
the closing of the Meeting.
• Approve to reappoint Dato’ Khairussaleh Ramli as the Company’s President Commissioner and Dato’ Zulkiflee Abbas Abdul Hamid as the
Company’s Commissioner for the term of office commencing on the closing of the Meeting until the closing of the Company’s Annual General
Meeting of Shareholders (“AGMS”) year 2028.
• Approve to reappoint Bambang Andri Irawan as the Company’s Director for the term of office commencing on the closing of the Meeting until
the closing of the Company’s AGMS year 2028.
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The above proposals have been recommended by the Company’s Nomination and Remuneration Committee.
Curriculum Vitae of Dato’ Khairussaleh Ramli, Dato’ Zulkiflee Abbas Abdul Hamid and Bambang Andri Irawan can be found in the Company's
website www.maybank.co.id.
7. The Distribution of Duties and Authorities among the members of the Board of Directors
Explanation:
Article 16 paragraph (9) of the Company’s AoA, Article 14 of Indonesia Financial Services Authority Regulation Number 17 Year 2023 regarding
Good Corporate Governance Implementation for Commercial Banks, as well as Article 92 paragraph (5) and (6) of the Company Law stipulate that
the distribution of duties and authorities among the members of the Board of Directors (BOD) shall be determined by the GMS. In the event that
the distribution and authorities among the members of the BOD is not determined by the GMS, the distribution of duties and authorities shall be
determined by a BOD’s Resolution. The Company will propose to the Meeting that the distribution of duties and authorities among the members of
the BOD for the Financial Year of 2025 will be determined by the BOD through the BOD’s Resolution.
8. Approval on the Update on the Company’s Recovery Plan, in order to fulfill Article 43 of Indonesia Financial Services Authority Regulation
Number 5 Year 2024
Explanation:
The Company has updated the Recovery Plan and has submitted documents regarding the update of Recovery Plan to Department of
Private Bank Supervision 2 OJK through the Company Letter Number S.2024.049/MBI/DIR RISK MGMT dated 29 November 2024, along with
Recovery Plan document. In accordance with Article 43 paragraph (1) of Indonesia Financial Services Authority Regulation Number 5 Year 2024
(“POJK 5”) regarding Determination of the Status of Supervision and Problem Handling of Commercial Banks, Banks are required to periodically
update its Recovery Plan at least 1 (one) time in 1 (one) year, and in accordance with Article 43 paragraph (2) and (3) of POJK 5, the Update of
Recovery Plan must obtain Shareholders’s approval in the GMS.
One of the important components in the Recovery Plan is the Recovery Options that Bank will carry out in the event of financial pressure
experienced by the Bank in preventing, restoring or improving financial conditions and business continuity. In this Recovery Plan, a review of
Trigger Levels and Recovery Options has been carried out, while at the same time ensuring alignment with other related policies. The Company
currently has and is reviewing the adequacy of debt instruments or investments that have capital characteristics, in compliance with Article 35 of
POJK 5.
Referring to the response letter from OJK contained in OJK Letter Number S-16/PB.3/2024 dated 27 December 2024, the Company's Update to the
Recovery Plan which contains changes on the Recovery Options and Trigger Levels must obtain Shareholders’s approval in the nearest GMS.
To the Meeting, the Company will propose to approve the Update of the Company's Recovery Plan for year 2025.
More detail explanation on the Meeting’s Agenda can be found in the Company's website www.maybank.co.id.
Notes:
1. The Company does not send a separate invitation to the Shareholders. This Invitation is considered as an invitation.
2. Persons who are eligible to attend or be represented in the Meeting are the Company’s Shareholders - whose shares are in KSEI’s collective
custody (scriptless) or Shareholders whose shares are not in Kustodian Sentral Efek Indonesia (“KSEI”)’s collective custody (script) - whose names
are registered in the Register of Shareholders of the Company on 19 March 2025 until 16:00 pm (recording date).
3. The Company's Meeting will be held electronically using the KSEI Electronic General Meeting System Application (“eASY.KSEI Application”)
provided by KSEI, in accordance with the provisions of Indonesia Financial Services Authority Regulation Number 16/POJK.04/2020 regarding the
Implementation of the Electronic General Meeting of Shareholders of Public Companies and Article 11 paragraph (1) of the Company's AoA.
Thus, the Shareholders’ participation in the Meeting can be done by choosing one of the following mechanisms:
a. Attend the Meeting electronically through the eASY.KSEI Application; or
b. Attend the meeting physically.
4. In accordance with Indonesia Financial Services Authority Regulation Number 15/POJK.04/2020 regarding the Planning and Organization of General
Meeting of Shareholders by Public Listed Companies (“POJK 15”), Indonesia Financial Services Authority Regulation Number 16/POJK.04/2020
regarding the Implementation of the Electronic General Meeting of Shareholders of Public Companies (“POJK 16”) and Regulation of KSEI Number
XI-B regarding the Procedure for the Convening of Electronic General Meeting of Shareholders Supplemented by the Casting of Votes through
Electronic General Meeting System of KSEI (“eASY.KSEI”), the Company suggests the Shareholders to participate in the Meeting with the following
mechanism:
a. Attend and vote at the Meeting electronically through the eASY.KSEI Application;
b. Provide Power of Attorney with below mechanism:
• Local Individual Shareholders who are entitled to attend the Meeting whose shares are in KSEI’s collective custody, may provide electronic
Power of Attorney (“e-Proxy”) to the Securities Administration Bureau (“BAE”) PT Sinartama Gunita, through the Electronic General
Meeting System KSEI (eASY.KSEI) facility, using the link https://akses.ksei.co.id at the latest 1 (one) working day before the Meeting is
held: 10 April 2025 at 12.00 WIB. Guidelines for registration, usage, and further explanation in regards to eASY.KSEI may be accessed in
eASY.KSEI Application.
• Shareholders who are entitled to attend the Meeting whose shares are not in KSEI’s collective custody may provide the Power of Attorney
to the BAE PT Sinartama Gunita, with due observance to the following provisions:
➢ Form of Power of Attorney can be downloaded in the Company’s website using the link
https://www.maybank.co.id/corporateinformation/InvestorRelation/rups and the original stamped Power of Attorney must be
received by the Company through BAE, addressed at Menara Tekno Lantai 7, Jl. Fachrudin No. 19 RT 1, RW 7 Kelurahan Kampung Bali,
Kecamatan Tanah Abang, Jakarta Pusat, 10250, Telp. 021-3922332, Fax. 021-3923003, and the scanned copy of the Power of Attorney
must be received by electronic mail: helpdesk1@sinartama.co.id, at the latest 1 (one) working day before the Meeting is held: 10
April 2025 at 12.00 WIB, attached with a copy of KTP or for Shareholders in the form of a legal entity accompanied by proof of
authority to represent a legal entity.
➢ For Shareholders who are residing overseas, the Power of Attorney shall be made by the local Notary and legalized by the Embassy of
the Republic of Indonesia in the local area where the Shareholders reside, or apostilled by the competent authority in the local
country.
Members of the Board of Directors, the Board of Commissioners and employees of the Company may act as proxies in the Meeting, however,
the votes they cast as proxies in the Meeting are not counted in voting. In the event that the Power of Attorney is done electronically,
members of the Board of Directors, the Board of Commissioners and employees of the Company cannot act as electronic proxies.
5. For Shareholders who choose to attend the Meeting electronically through the eASY.KSEI Application as referred to in number 3.a and 4.a, the
following provisions will be applied:
a. Shareholders can confirm their electronic attendance and cast their vote through the eASY.KSEI Application from the date of the Meeting’s
Invitation until 10 April 2025 at 12.00 WIB ("Deadline of Attendance Declaration").
b. The registration process for electronic attendance in the Meeting is as follows:
• Local Individual Shareholders who have not yet provided a declaration of the attendance or provided an e-Proxy until the Deadline of
Attendance Declaration;
• Local Individual Shareholders who have provided a declaration of attendance but have not yet input their choice of vote for the Meeting
agenda in the eASY.KSEI Application until the Deadline of Attendance Declaration;
• Shareholders who have given the power of attorney to the Independent Representative provided by the Company or to Individual
Representative, but have not yet input their choice of vote for the Meeting agenda until the Deadline of Attendance Declaration;
• Participants/Intermediaries (Custodian Banks or Securities Companies) who have received power of attorney and choice of vote for the
Meeting agenda from the Shareholders;
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are mandatory to register the attendance in the eASY.KSEI Application on the date of the Meeting: 11 April 2025 until the closing of the
electronic registration of the Meeting by the Company.
c. In the event that the Shareholders and/or their authorized Proxies fail to carry out or are late in conducting the electronic registration process
as referred to in number 5, they will be considered not present in the Meeting and will not be counted as a quorum for the attendance of the
Meeting.
6. For Shareholders or their proxies who choose to physically attend the Meeting as referred to in number 3.b, the following provisions will be
applied:
a. The Company will limit the number of Shareholders or their proxies who will attend the Meeting based on the “first come first served”
method, in accordance with Article 8 paragraph (4) POJK 16.
b. Shareholders or their proxies who will attend the Meeting is required to bring and submit their copy of valid ID card or other identification
document to the registration officer before entering the Meeting Room.
Shareholders in form of Legal Entity must submit their legal documentations, among others:
• Copy of the latest Article of Associations followed with the copy of prove of approval/report receipt from/to the Ministry of Law and
Human Rights of the changes of the latest Article of Associations;
• Copy of the Deeds of the Appointment of Board of Directors and Board of Commissioners or the latest management;
• Copy of ID card from the Attorney/Principal of the Power of Attorney (when authorized).
7. Shareholders or their proxies who have been registered in the eASY.KSEI Application can view the ongoing Meeting via Webinar Zoom through link
https://akses.ksei.co.id by accessing eASY.KSEI menu in “Tayangan RUPS” submenu, with the following provisions:
a. Shareholders or their proxies have been registered in the eASY.KSEI Application at the latest by 10 April 2025 at 12:00 WIB;
b. Tayangan RUPS has the maximum capacity of 500 participants, so that the attendance of each participant will be determined based on the
first come first served method;
c. Shareholders or their proxies who have been registered in the eASY.KSEI Application but do not have the opportunity to view the ongoing
Meeting via Webinar Zoom Tayangan RUPS are considered valid to be present electronically and their share ownership and voting choices will
be counted as a quorum for the attendance of the Meeting;
d. Shareholders or their proxies who have not been registered in the eASY.KSEI Application but can view the ongoing Meeting via Webinar Zoom
Tayangan RUPS are considered non-valid to be present electronically and their share ownership and voting choices will not be counted as a
quorum for the attendance of the Meeting;
e. Shareholders or their proxies are advised to use Mozilla Firefox browser to get the best performance and appearance in using the eASY.KSEI
Application and/or Tayangan RUPS, in accordance with the recommendations from KSEI.
8. Meeting materials are available from the date of the Meeting’s Invitation until the date of the Meeting and can be downloaded in the Company's
website www.maybank.co.id. The Company does not provide the hardcopy of Meeting’s materials to the Shareholders at the time of the Meeting.
9. Any questions related to the Meeting’s Agenda can be submitted through electronic mail CorporateSecretary@maybank.co.id or conveyed in the
Meeting in accordance with the Meeting’s Code of Conduct.
10. Any changes and/or additional Meeting materials or information related to the Meeting in accordance with current condition and development
which has not been conveyed in this Invitation, will be announced in the Company’s website www.maybank.co.id.
11. To facilitate the arrangement and for the smooth conduct of the Meeting, the Shareholders or the Attorney are welcome to be at the venue 30
(thirty) minutes before the Meeting begins.
Jakarta, 20 March 2025
PT Bank Maybank Indonesia, Tbk.
The Board of Directors
PT Bank Maybank Indonesia, Tbk., Sentral Senayan III Lt. 26, Jl. Asia Afrika No. 8, Senayan, Jakarta 10270
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