20250303_BMRI_Pemanggilan RUPS_31865566_lamp3.pdf

            Financial Statements audit, and should be prepared in accordance with financial
            accounting standards to be approved by the GMS/Minister.
         - The GMS granted full release and discharge (volledig acquit et de charge) to the
           members of the Board of Directors for their management actions and the Board of
           Commissioners for their supervisory actions during the Financial Year 2024.


2.      Approval for the allocation of the Company's net profits for 2024 Financial Year.
        Explanation of the Second Meeting Agenda:
        Based on the provisions of (i) Article 21 juncto Article 26 of the Company's Articles of
        Association and (ii) Article 70 and Article 71 of Company Law, the use of the utilization of
        the Company's Net Profit for the Financial Year 2024 shall be approved by the GMS.

     3. Determination of Salary/Honorarium and Facilities and Benefits for the 2025 Financial
        Year, and Tantieme/Performance Incentive/Special Incentive for the Performance of the
        2024 Financial Year and/or Long-Term Incentive for the 2025-2027 Period, for the Board
        of Directors and Board of Commissioners of the Company.
        Explanation of the Third Meeting Agenda:
        Based on the provisions of (i) Article 11 paragraph (19) and Article 14 paragraph (30) of
        the Company's Articles of Association, (ii) Article 96 and Article 113 of the Company Law,
        and (iii) Article 76 of the Minister of SOE of the Republic Indonesia Regulation No. PER-
        3/MBU/03/2023 concerning Organs and Human Resources of SOE, provisions on the
        amount of Salary/Honorarium along with Facilities and Benefits for Financial Year 2025, as
        well as Tantieme/Performance Incentive/Special Incentive for members of the Board of
        Directors and Board of Commissioners of the Company to be determined by the GMS.

4.      Appointment of a Public Accountant and/or Public Accounting Firm to audit the
        Company's Consolidated Financial Statements and Financial Statements of the PUMK
        Program for the 2025 Financial Year.
        Explanation of the Fourth Meeting Agenda:
        - Based on the provisions of (i) Article 21 paragraphs (1) and (2) of the Company's
           Articles of Association, (ii) Article 59 of the Financial Services Authority Regulation
           ("POJK") No. 15/POJK.04/2020 concerning the Plan and Implementation of the General
           Meeting of Shareholders of Public Companies; and (iii) Article 3 paragraph (1) POJK No.
           9 Year of 2023 concerning the Use of Public Accountant Services and Public
           Accountant Firm in Financial Services Activities, a GMS shall determine the Public
           Accountant and/or Public Accountant Firm to audit the Company's ongoing books
           based on a proposal from the Board of Commissioners.
         - Based on Article 33 paragraph (3) of SOE Regulation 01, the annual Financial
           Statements of the Micro and Small Business Funding Program (PUMK) must be audited
           by a Public Accounting Firm separately from the audit of SOE Financial Statements
           which prepared in accordance with financial accounting standards to obtain approval
           from the GMS/Minister.



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     5. Approval of the update of the Company's Recovery Plan.
        Explanation of the Fifth Meeting Agenda:
        - Based on the provisions of Article 43 paragraph (2) of POJK No. 5 Year of 2024
           concerning Determination of Supervisory Status and Handling of Problems of
           Commercial Banks (“POJK 5/2024”), the Recovery Plan update contains, among others,
           changes of trigger levels, recovery options and/or fulfillment of the adequacy and
           appropriateness of deposits and/or debt or investment instruments that have the
           characteristics of capital owned by the bank, shall obtain shareholder approval in the
           GMS.
        - Article 43 paragraph (3) POJK 5/2024 also stipulates that in the event the recovery plan
          update as mentioned in Article 43 paragraph (2) POJK 5/2024 is submitted to the
          Financial Services Authority (“OJK”) and has not yet obtained approval at the GMS, the
          bank must request approval of the Recovery Plan at the next GMS.

6.      Approval of the Amendments to the Company's Articles of Association.
        Explanation of the Sixth Meeting Agenda:
        - Based on Article 25 paragraph (5) and Article 28 of the Company's Articles of
           Association, amendments to the Company's articles of association must obtain
           approval from the GMS, in which the GMS must be attended and approved by the
           Series A Dwiwarna Shareholder.
        - Pursuant to Article 16 paragraph (2) POJK GMS, that 1 (one) or more shareholders
          representing 1/20 (one twentieth) or more of the total number of shares with voting
          rights may propose agenda items for the Meeting.
        - Seri A Dwiwarna Shareholders are entitled to propose the agenda of the Meeting in
          accordance with Article 5 paragraph (4) letter c point 3) of the Company's Articles of
          Association.

7.      Approval of the Company's Share Buyback Plan and the Transfer of Buyback Shares Held
        as Treasury Stock.
        Explanation of the Seventh Meeting Agenda:
        - Based on Article 2 paragraph (3) of POJK No. 29 of 2023 regarding the Share Buyback
            Issued by Public Companies, the Company's share buyback must first obtain the
            approval of the GMS.
        - Based on Article 21 point c juncto Article 22 paragraph (1) of POJK No. 29 of 2023
          regarding Share Buyback Issued by Public Companies, the transfer of shares carried out
          through the implementation of the Share Ownership Program by employees and/or
          board of directors and board of commissioners must obtain the approval of GMS.

     8. Changes in the Composition of the Company's Board of Management.
        Explanation of the Eighth Meeting Agenda:
        Based on the provisions of Article 11 paragraph (10) and Article 14 paragraph (12) of the
        Company's Articles of Association, members of the Board of Directors and the Board of


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      Commissioners are appointed and dismissed by the GMS, and the GMS shall be attended
      and approved by Series A Dwiwarna Shareholders.


Notes:
1.   The Company will not send a separate invitation to the Shareholders as this Invitation is
     considered as an official invitation to the Company's Shareholders to attend the
     Meeting.
2.   Shareholders who are eligible to attend or be represented at the Meeting are the
     Shareholders of the Company whose names are recorded in the Shareholders Register of
     the Company and/or the owners of the Company's shares in the securities account
     balance record at the Collective Custody of PT Kustodian Sentral Efek Indonesia ("KSEI")
     at the closing of stock trading day on 28 February 2025 until 16.00 WIB (Western
     Indonesia Time Zone) ("Eligible Shareholders").

3.   Participation of the Eligible Shareholders in the Meeting may be carried out by the
     following mechanism:
     a.    physically attend the Meeting;
     b.    attend the meeting electronically through the eASY.KSEI (https://akses.ksei.co.id/)
           application; or
     c.    be represented by another party by granting a power of attorney electronically
           through the eASY.KSEI (https://akses.ksei.co.id/) application or a granting power
           of attorney in writing.
4.   Shareholders who attend in person, either electronically or authorize electronically (e-
     proxy) through the eASY.KSEI application are Shareholders whose shares are kept in the
     collective custody of KSEI. To use the eASY.KSEI application, Shareholders may access
     the eASY.KSEI menu at the AKSes.KSEI facility (https://akses.ksei.co.id/), subject to the
     following conditions:
     a.    Shareholders inform their attendance or appoint their proxies and/or submit
           voting choices on the eASY.KSEI application, no later than 12.00 WIB on 1 (one)
           business day before the date of the Meeting.
     b.    Shareholders who will attend electronically or provide electronic proxies to the
           Meeting through the eASY.KSEI application, must pay attention to the following
           matters:
             i. Registration Process;
            ii. The process of submitting questions and/or opinions electronically;
           iii. Voting Process;
           iv. GMS broadcast.
           Guidelines for registration, usage, and further explanation of eASY.KSEI can be
           downloaded from the eASY.KSEI website (http://akses.ksei.co.id) or on the
           Company's website (www.bankmandiri.co.id/web/gcg/agm).
     c.    In addition to granting power of attorney electronically, Eligible Shareholders may
           grant power of attorney in writing by using the Power of Attorney form which can
           be downloaded on the Company's website (www.bankmandiri.co.id/web/gcg/


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           agm) and when completed shall be submitted to the Company's Securities
           Administration Bureau PT Datindo Entrycom at Jl. Hayam Wuruk No. 28, 2nd Floor
           Central Jakarta - 10120, Tel. (021) 350 8077 Fax. (021) 350 8078, on each business
           day from the date of the Meeting Invitation until no later than Tuesday, 18 March
           2025 until 16.00 WIB.

5.   Eligible Shareholders who attend based on a Power of Attorney shall apply the
     provisions that members of the Board of Directors, Board of Commissioners and
     employees of the Company may act as proxies in the Meeting but their votes will not be
     taken into account in the Meeting voting process. The Power of Attorney form can be
     downloaded on the Company's website (www.bankmandiri.co.id/web/gcg/agm).
     https://easy.ksei.co.id/
6.   Eligible Shareholders or their proxies who will physically attend the Meeting shall be
     required to submit a copy of their Identity Card or other valid forms of identification to
     the registration officer before entering the Meeting venue. Legal Entities Shareholders
     must bring with them copies of their Articles of Association and deeds of appointment
     of the latest members of the Board of Directors and the Board of Commissioners or their
     management thereof and effective in accordance with applicable regulations. As for
     shareholders in KSEI collective custody will be required to present the Written
     Confirmation for GMS ("KTUR") to the registration officer before entering the Meeting
     venue. If the Shareholders are unable to present the KTUR, the Shareholders may still
     attend the Meeting to the extent their name are recorded in the Shareholders Register
     of the Company and bring a verified identity in accordance with applicable regulations.

7.   Meeting     materials      are     available     on   the    Company's       website
     www.bankmandiri.co.id/web/gcg/agm from the date of this Meeting Invitation until the
     date of the Meeting, provided that the curriculum vitae of the candidates for the
     management of the Company to be appointed will be available no later than the time of
     the Meeting as stipulated under laws and regulations.

8.   In order to facilitate the arrangement and for the order of the Meeting, Shareholders or
     their proxies who are physically present are kindly requested to be at the Meeting
     venue no later than 30 (thirty) minutes before the Meeting begins.

                                    Jakarta, 3 March 2025

                                PT Bank Mandiri (Persero) Tbk
                                     Board of Directors




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