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20250318_BJBR_Pemanggilan RUPS_31869395_lamp4.pdf
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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
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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
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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
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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
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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
Names mentioned 7 people and organisations named in the text · linked when the evidence is strong
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PT Bank Pembangunan Daerah Jawa Barat
p.1
unresolved
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Financial Services Authority
p.2 ×3
unresolved
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Bank Issues
p.2
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Indonesia Stock Exchange
p.3
unresolved
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PT Kustodian Sentral Efek Indonesia
p.3
unresolved
org
PT Datindo Entrycom
p.4
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