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20250318_BJBR_Pemanggilan RUPS_31869395_lamp4.pdf

RUPS notice Text extracted BJBR

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Page 1
                                   INVITATION
                   ANNUAL GENERAL MEETING OF SHAREHOLDERS 2024
             PT BANK PEMBANGUNAN DAERAH JAWA BARAT DAN BANTEN, Tbk.

The Board of Directors of PT Bank Pembangunan Daerah Jawa Barat dan Banten, Tbk. (“the
Company"), domiciled in Bandung, hereby invites the Company Shareholders to attend the Annual
General Meeting of Shareholders 2024 ("the Meeting") which will be held on:

Day / Date          :   Thursday, April 16, 2025
Time                :   09.00 WIB onward
Venue               :   Menara bank bjb Bandung
                        Meeting Room 9th floor
                        Jl. Naripan 12-14, Bandung City, 40111
Mechanism           :   The Meeting will be held electronically through the Electronic General
                        Meeting System ("eASY.KSEI") facility and physically with limited
                        attendance.

The Meeting will be held with the following Agenda:
1. Approval of the Annual Report including ratification of the Company's Consolidated
    Financial Statements and Report on the Implementation of Supervisory Duties of the
    Board of Commissioners for 2024 as well as granting of full release and discharge
    (acquit et de charge) to the Board of Directors for their actions in managing the
    Company and the Board of Commissioners for their actions in supervising the Company
    already carried out during 2024.

    Explanation of the First Meeting Agenda
    Referring:
    -   Article 69 of Law No. 40 of 2007 on Limited Liability Companies as amended several times
        lastly by Government Regulation in lieu of Law No. 2022 on Job Creation which has been
        enacted into Law under Law Number 6 of 2023 (“UUPT”); and
    -   Article 11 of the Company's Articles of Association.
    -   Letter of the Governor of West Java number 334/KH.03.02.04/BUMDINVESADBANG dated
        March 11, 2025 regarding the Proposed Agenda of the Meeting at the Annual GMS for
        2024 and SOTK.

    The Company will present the main points of the Board of Commissioners' Supervisory
    Report, Annual Report and Consolidated Financial Statements to obtain approval and
    ratification from the Meeting, which includes the Company's performance and achievements
    as well as matters that have been carried out by the Board of Commissioners in carrying out
    supervisory functions throughout 2024, as well as granting full release and discharge (acquit
    et de charge) to the Board of Directors and the Board of Commissioners to the extent that the
    actions have been reflected in the report.




                                                                                 www.bankbjb.co.id
Page 2
2.   Approval of the determination of the use of the Company's net profit including the
     distribution of dividends for 2024.

     Explanation of the Second Meeting Agenda
     Referring:
     -   Article 70 and Article 71 of UUPT;
     -   Article 11 of the Company's Articles of Association; and
     -   Letter of the Governor of West Java number 334/KH.03.02.04/BUMDINVESADBANG dated
         March 11, 2025 regarding the Proposed Agenda of the Meeting at the Annual GMS for
         2024 and SOTK.

     The Company will present a proposal to determine the use of the Company's net income to
     be distributed to Shareholders as cash dividends and the remaining net income to be
     designated as reserves and/or retained earnings, including authorizing the Board of Directors
     to determine the schedule and procedures for dividend payments in accordance with
     applicable regulations.

3.   Appointment of a Public Accountant and a Public Accounting Firm to audit the
     Company's financial statements for 2025.

     Explanation of the Third Meeting Agenda
     Referring:
     -   Article 59 of POJK Number 15/POJK.04/2020 regarding the Plan and Implementation of
         General Meeting of Shareholders of Public Companies ("POJK 15/2020");
     -   Article 11 of the Company's Articles of Association; and
     -   Letter of the Governor of West Java number 334/KH.03.02.04/BUMDINVESADBANG dated
         March 11, 2025 regarding the Proposed Agenda of the Meeting at the Annual GMS for
         2024 and SOTK.

     The Company will present a proposal to authorize the Company's Board of Commissioners to
     appoint a Public Accountant and Public Accounting Firm to audit the Company's Financial
     Statements for 2025, with the following criteria:
     a. Has a license in accordance with the applicable laws and regulations; and
     b. Registered with the Indonesia Financial Services Authority.

4.   Approval of Updating the Company's Recovery Plan.

     Explanation of the Fourth Meeting Agenda
     Referring:
     -   Article 14 and Article 15 of Financial Services Authority Regulation No. 5/2024 on
         Determination of Supervisory Status and Handling of Commercial Bank Issues (“POJK
         5/2024”).

     The Company will present the main points of the update of the Company's Recovery Plan for
     the period of 2024 which has been prepared and submitted by the Company to the Indonesia
     Financial Services Authority (“OJK”).


                                                                                  www.bankbjb.co.id
Page 3
5.   Realization Report on the Use of Funds from the Company's Public Offering.

     Explanation of the Fifth Meeting Agenda
     Referring:
     -   Article 6 POJK Number 30/POJK.04/2015 regarding the Realization Report on the Use of
         Public Offering Funds (“POJK 30/2015”).

     The Company will report the realization of the use of funds from the Company's Public
     Offering, namely:
     a. Public Offering of Shelf Subordinated Bonds VI Phase I
     b. Public Offering of Shelf Sustainable Bonds I Phase I
     c. Public Offering of Shelf Perpetual Bonds I Phase I
     This Agenda is a report, so it does not require the approval of the Meeting.

6.   Restructuring of the Company's organization.

     Explanation of the Sixth Meeting Agenda
     Referring:
     -   Letter of the Regent of Bandung number 539/720/Perek dated March 11, 2025 regarding
         Proposed Additional Agenda of the Meeting at the Annual GMS 2024.

     The agenda will present the Company's organizational restructuring plan.

7.   Changes in the Company's Management.

     Explanation of the Seventh Meeting Agenda
     Referring:
     -   Article 15 and 18 of the Company's Articles of Association; and
     -   Letter of the Governor of West Java number 334/KH.03.02.04/BUMDINVESADBANG dated
         March 11, 2025 regarding the Proposed Agenda of the Meeting at the Annual GMS for
         2024 and SOTK.

     The Company will present the proposed candidates for the members of the Board of
     Commissioners and Board of Directors of the Company, to obtain the approval of the GMS.

Notes:
1. This Meeting Invitation in accordance with the Company's Articles of Association is an official
    invitation to the Company's Shareholders and can be accessed through the Company's
    website (https://ir.bankbjb.co.id/page/rups), the Indonesia Stock Exchange website
    (https://idx.co.id/id) and the KSEI website (https://www.ksei.co.id/), so that the Company is
    not required to send separate invitations to Shareholders.
2. Shareholders who are eligible to attend/the proxies and vote at the Meeting are Shareholders
    whose names are registered in the Company's Register of Shareholders and/or registered in
    the securities account at PT Kustodian Sentral Efek Indonesia ("KSEI") at the close of trading of
    the Company's shares on Monday, March 17, 2025 at 16.00 WIB ("Eligible Shareholders").


                                                                                     www.bankbjb.co.id
Page 4
3.   Participation of Eligible Shareholders in the Meeting can be done with the following
     mechanism:
     a. attend the Meeting electronically through the eASY.KSEI application and attend the
          Meeting through zoom on the Acuan Kepemilikan Sekuritas KSEI facility (“AKSes.KSEI”);
     b. physically attend the Meeting with limited attendance. By taking into account the
          situation and conditions related to the implementation of the Meeting and the limited
          capacity of the room, physical attendance is limited to 75 people, on a first come first
          serve basis, with the obligation to follow the security and health protocols applicable to
          the building where the Meeting is held; or
     c. represented by other parties by granting the proxy to an independent party appointed
          by the Company or other parties, with the following provisions:
          1) A proxy may be granted using an electronic proxy (e-Proxy) through the eASY.KSEI
               application or by written proxy letter using the proxy form which can be
               downloaded on the Company's website (https://ir.bankbjb.co.id/page/rups).
          2) The completed Written proxy letter must be submitted to the Company's Securities
               Administration Bureau, namely PT Datindo Entrycom with the address Jl. Hayam
               Wuruk No. 28, 2nd Floor, Central Jakarta - 10120, Tel. (021) 350 8077 Fax. (021) 350
               8078, on any business day from the date of the invitation to the Meeting until no
               later than Monday, September 2, 2024 at 16.00 WIB.
4.   The company urges eligible shareholders to attend electronically or grant electronic proxy (e-
     Proxy) through the eASY.KSEI application, taking into consideration the following matters:
     a. Shareholders of the Company who can use the eASY.KSEI application are shareholders
          whose shares are kept in the collective custody of KSEI.
     b. Shareholders of the Company must first be registered in the AKSes.KSEI facility. For
          shareholders who have not registered, please first register through the website
          (https://akses.ksei.co.id/).
     c. Shareholders must inform their attendance or appoint their proxies and/or submit their
          voting choices on the eASY.KSEI application, no later than 12.00 WIB on 1 (one) business
          day before the date of the Meeting.
     d. Shareholders who will attend electronically or give their proxy electronically to the
          Meeting through the eASY.KSEI application, must pay attention to the following matters:
          1) Registration process;
          2) Submitting questions and/or opinions electronically process;
          3) Voting process;
          4) Presentation of the Meeting.
     e. Guidelines for registration, operation, and further explanation regarding eASY.KSEI and
          AKSes.KSEI can be downloaded through the website https://easy.ksei.co.id and/or the
          website (https://akses.ksei.co.id/).




                                                                                    www.bankbjb.co.id
Page 5
5.   Eligible Shareholders who will be physically attend are limited to 75 people (first come first
     serve), must fulfill the following conditions:
     a. Eligible Shareholders (or their proxies) who will attend are required to bring and submit a
          photocopy of their valid identity to the registration officer before entering the Meeting
          room.
     b. Shareholders in the form of Legal Entities are requested to bring a photocopy of their
          Articles of Association and the deed of the latest and effective composition of the Board
          of Directors and Board of Commissioners in accordance with applicable regulations.
     c. Shareholders in the collective custody of KSEI are required to show Written Confirmation
          for the Meeting ("KTUR") to the registration officer before entering the Meeting room,
          which can be obtained during business hours at the Securities Company or at the
          Custodian Bank where the Shareholder opens its securities account.
6.   Eligible Shareholders who own shares in script may attend the Meeting physically, while still
     referring to point 5.
7.   Materials related to the agenda of the Meeting are available on the Company's website
     (https://ir.bankbjb.co.id/page/rups) and can be downloaded from the date of this Invitation
     until the date of the Meeting.
8.   To facilitate the organization and orderliness of the Meeting, the Eligible Shareholders or their
     proxies are kindly requested to be at the Meeting venue no later than 30 (thirty) minutes
     before the Meeting starts.



                                     Bandung, March 18, 2025

                PT BANK PEMBANGUNAN DAERAH JAWA BARAT DAN BANTEN, Tbk.
                                BOARD OF DIRECTORS




                                                                                     www.bankbjb.co.id

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Names mentioned 7 people and organisations named in the text · linked when the evidence is strong

unresolved org PT Bank Pembangunan Daerah Jawa Barat p.1
unresolved org Financial Services Authority p.2 ×3
unresolved org Bank Issues p.2
unresolved org Indonesia Stock Exchange p.3
unresolved org PT Kustodian Sentral Efek Indonesia p.3
unresolved org PT Datindo Entrycom p.4

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