20250228_BBRI_Pemanggilan RUPS_31865386_lamp2.pdf

   d. The Company shall request full repayment and release of responsibility to members of the
      Board of Directors and Board of Commissioners for the management and supervision that
      has been carried out during the Financial Year 2024, as stipulated in the Annual Report and
      Financial Statements.


2. Determination of Appropriation of the Company's Net Profit for the Financial Year
   of 2024.

   Rationale:

   a. Pursuant to Article 26 paragraph (12) of the Company’s Articles of Association jo. Article 72
      Company Law, on January 15, 2025, the Company disbursed the interim dividend for the
      Financial Year of 2024 which is calculated in the cash dividend derived from the Company’s
      net profit for the Financial Year of 2024.
   b. Pursuant to Article 22 of Regulation of the Minister of Finance of the Republic of Indonesia
      Number 179/PMK.02/2022 concerning Management of Non-Tax State Revenue (PNBP) from
      State Assets Separated by the State General Treasurer, in essence regulates the decision to
      provide additional dividend deposits and/or interim dividends as PNBP deposits which are
      further recorded in the GMS or similar with the GMS.
   c. Pursuant to Article 70, Article 71 Company Law, also Article 26 paragraph (1) Company’s
      Articles of Association, the GMS decides the appropriation utilization of net profit and
      disbursement of dividend.


3. Determination of the Salary/Honorarium, Facilities and Benefits for the Financial
   Year 2025, as well as Tantiem/Performance Incentives/Special Incentives of the
   Performance for the Financial Year 2024 and/or Long-Term Incentives for the
   2025-2027, for the Board of Directors and the Board of Commissioners of the
   Company.

   Rationale:

   a. Pursuant to Article 96 and Article 113 of Company Law, provision on the amount of
      Remuneration and Tantiem of the Board of Directors and Board of Commissioners is
      decided by a resolution of GMS.
   b. Pursuant to the Regulation MSOE Regulation No. PER-3/MBU/03/2023 dated March 24,
      2023 concerning Organs and Human Resources of State-Owned Enterprises (‘MSOE
      Regulation 3/2023’), it is stipulated that:
      1) The amount of the salary of Board of Directors of State-Owned Enterprises is
         determined by a GMS/Minister each year during a year, from January of the current
         year.
      2) The State-Owned Enterprises may grant Tantiem/Special Incentive/Long-Term
         Incentive to Board of Directors and Board of Commissioners and Supervisory Body
         pursuant to the decision of a GMS/Minister.
   c. Pursuant to Article 5 paragraph (4) letter c of Company’s Articles of Association, the Series
      A Dwiwarna Shareholder is entitled to approve the remuneration of the Board of Directors
      and the Board of Commissioners.

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4.   Appointment of Public Accountant and/or Public Accountant Firm to
     Perform Audit on the Company’s Consolidated Financial Statements for the
     Financial Year of 2025 as well as Micro and Small Enterprise Funding
     Program’s Financial Statements and Implementation Report for the
     Financial Year of 2025.

     Rationale:

     a. Pursuant to Article 3 of Financial Services Authority Regulation No. 9 year 2023 dated July
        11, 2023 concerning the Use of Public Accountant and Auditing Firm in Financial Services
        Activities and Article 59 of Financial Services Authority Regulation No.15/POJK.04/2020
        dated April 20, 2020 concerning The Planning and Holding of General Meetings of
        Shareholders of Public Limited Companies (“POJK GMS”), appointment and dismissal of
        public accountant and/or public accountant firm which will perform audit of historical
        annual financial information must be decided in a GMS, by considering the opinion from the
        Board of Commissioners and with regard to the recommendation from audit committee.

     b. Pursuant to Article 33 paragraph 3 of MSOE Regulation 1/2023 principally regulates that the
        Micro and Small Enterprise Funding Program’s Financial Statements shall be audited by
        Public Accountant Firm which is separated from the SOE Financial Statements audit which
        is organized under the financial accounting standard to be ratified by GMS/the Minister.

5.   Report on the Realization of the Utilization of Proceeds from Bank BRI Green
     Bonds I Phase III Year 2024.

     Rationale:

     Pursuant to POJK No. 30/POJK.04/2015 dated December 22, 2015 concerning Report on the
     Realization of Use of Public Offering Proceeds ("POJK 30/2015"), that:

     a. Article 7 paragraph (1) POJK 30/2015, principally regulates that accountability for the
        realization of the use of funds from the first Public Offering must be carried out at the
        nearest annual GMS which will be held even though the realization of the use of funds has
        not yet covered 1 (one) year after the date of delivery of the Securities or after the
        allotment date.

     b. This Agenda is merely a report, thus an approval of GMS is not required.

6.   Approval of the Update to the BRI Recovery Action Plan.

     Rationale:

     Pursuant to POJK Number 5 Year 2024 dated March 25, 2024 concerning Determination of the
     Status of Supervision and Handling of Problems of Commercial Bank (“POJK 5/2024”), it is
     stipulated that:

     a. Article 14 paragraph (1), Bank shall prepare and submit a Recovery Action Plan to Financial
        Services Authority .

     b. Article 15 paragraph (1), the Recovery Plan must obtain an approval from the Shareholders
        in a GMS.
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7.   Determination of Credit Limit (Plafond) for the Cancellation of Bad Loan
     Receivables which have been Written-off

     Rationale:

     Pursuant to it is stipulated that:

     a. Pursuant to Article 3 paragraph (1) Government Regulation Number 47 Year 2024 dated
        November 5, 2024 concerning the Cancellation of Bad Loan Receivables for Micro, Small
        and Medium Enterprises, it is stipulated that principally states that the bad debt receivables
        in the SOE Banks to Micro, Small, and Medium Enterprises may be written-off and
        cancelled.

     b. Pursuant to Article 12 paragraph (8) Company’s Articles of Association, In essence, it
       regulates that write-offs are carried out within the ceiling amount (limit) that has been
       determined by the GMS and will remain in effect until a new ceiling (limit) is established by
       the GMS.

8. Approval of the Planning of Repurchase of the Company's Shares (Buyback) and
   the Transfer of the Repurchased Shares that is recorded as Treasury Stock

     Rationale:

     a. Pursuant to Article 13 POJK Number 11/POJK.03/2016 dated on January 29, 2016 tentang
        Minimum Capital Requirements for Commercial Banks along with the explanation, in
        essence regulates that the Company can carry out buybacks for certain purposes, including
        within the framework of a share ownership program for Employees and/or Company
        Management in accordance with OJK approval.

     b. Pursuant to Article 2 paragraph (1) and paragraph (3), Article 21 letter c, junctis Article 22
        paragraph (1) POJK Nomor 29 Year 2023 dated December 29, 2023 regading the Buyback
        of Shares Issued by a Public Company (“POJK 29/2023”), the buyback and transfer of
        shares resulting from the buyback must first obtain approval from the GMS.

     c. Pursuant to Article 22 ayat (3) POJK 29/2023, GMS agenda to carry out share buybacks and
        transfer of shares resulting from buybacks can be carried out at the same GMS.


9.   Amendments to the Company’s Articles of Association.

     Rationale:

     a. Pursuant to Article 19 paragraph (1) Company Law, principally regulates that the
        amendment of Company’s Article of Associations is determined by GMS;

     b. Pursuant to Article 28 paragraph (1) and (2) of the Company’s Articles of Association,
        amendments of the Company’s Articles of Association is ratified by the GMS with regard to
        Company Law and/or Capital Market regulation.

     c. 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.

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     d. Series A Dwiwarna Shareholders have the right to propose agenda items for the Meeting,
        as regulated in Article 5 paragraph (4) letter c of the Company's Articles of Association,
        Changes to the Company's Articles of Association are carried out based on the Letter of the
        Ministry of State-Owned Enterprises of the Republic of Indonesia No. S-56/MBU/02/2025
        dated February 6, 2025 concerning Approval of the Annual General Meeting of
        Shareholders for the 2024 Fiscal Year of PT Bank Rakyat Indonesia (Persero) Tbk.

10. Changes in the Composition of the Company’s Management.

     Rationale:

     a. Pursuant to Article 11 paragraph (10) and Article 14 paragraph (12) of Company’s Articles
        of Association, the Board of Directors and Board of Commissioners are appointed and
        dismissed in a GMS attended by, and the candidate proposed by Series A Dwiwarna
        Shareholder.

     b. Pursuant to Article 3 and Article 23 POJK No. 33/POJK.04/2014 dated December 8, 2014
        concerning the Board of Commissioners and Board of Directors of Issuers or Public
        Companies (“POJK 33/2014”), that 1 (one) term of office of the Board of Commissioners
        and the Board of Commissioners is a maximum of 5 (five) years or until the closing of the
        annual GMS at the end of 1 (one) term of office and can be reappointed.

In accordance with the Meeting, the Company hereby conveys the following matters:

1.   This invitation constitutes an official invitation of the Meeting. Therefore, the Company shall
     not send separate invitations to the Shareholders.

2.   Pursuant to Article 23 paragraph (2) of POJK GMS, Shareholders who are entitled to attend
     and vote in the Meeting are those whose names are recorded in the Shareholders Register of
     the Company or in the securities account at The Indonesian Central Securities Depository
     (“KSEI”) on Thursday, February 27, 2025.

3. Pursuant to Financial Services Regulation Regulation No. 16/POJK.04/2020 dated April 20,
   2020 concerning the Electronic General Meeting of Shareholders (“POJK e-GMS”) and
   Regulation of KSEI No. XI-B concerning the Procedure for the Convening of Elecronic General
   Meeting of Shareholders Supplemented by the Casting of Votes through Electronic General
   Meeting System of KSEI (eASY.KSEI):

     a. The Meeting will be held electronically through eASY.KSEI and physically/present at the
        venue of the Meeting. Considering the limited room capacity, the Company is authorized to
        restrict the number of Shareholders who may attend the Meeting physically based on the
        first in first served method.

     b. The Shareholders may only attend in the Meeting electronically or grant their power of
        attorney via eASY.KSEI with the following procedures:

       1) The Shareholders shall be registered in the Facility of Securities Ownership Reference
          of KSEI (“AKSes KSEI”). If the Shareholders are not registered, the Shareholders are
          kindly required to register on the website https://akses.ksei.co.id.




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  2) For registered Shareholders, the proxy is provided at eASY.KSEI in the website
     https://easy.ksei.co.id (“e-Proxy”).

  3) The Shareholders may declare their proxy and votes, modify the appointment of the
     Attorney and/or the votes for the agenda of the Meeting, or revoke the proxy since the
     date of the Invitation of the Meeting until 1 (one) business day prior to the date of the
     Meeting, which is Friday, March 21, 2025 at 12.00 WIB.

c. Following matters which should be noticed on the registration process for Shareholders
   who will attend the Meeting electronically to give an e-voting through eASY.KSEI are:

  1) The Shareholders mentioned below must register their attendance electronically in
     eASY.KSEI on the date of the Meeting starting from 12.00 to 13.30 WIB:

       a)   Local individual Shareholders who have not declared their attendance or proxy in
            eASY.KSEI until the specified time limit and intend to attend the Meeting
            electronically.

       b) Local individual Shareholders who have declared their attendance, yet have not
          submitted their vote in eASY.KSEI until the specified time limit and intend to
          attend the Meeting electronically.

       c)   Proxy from the Shareholders who have granted power of attorney to the
            Independent Representative or Individual Representative, yet have not submitted
            their vote in eASY.KSEI until the specified time limit.

       d) Proxy from the Shareholders who have granted power of attorney to
          participant/intermediary (Custodian Bank or Securities Company) and have
          submitted their vote in eASY.KSEI until the specified allocated time.

  2) For Shareholders who have granted an attendance declaration or proxy to the
     Independent Representative or Individual Representative and have submitted their
     vote for the Meeting agenda in eASY.KSEI until the specified time limit, such
     Shareholder/the Proxy is not required to register attendance electronically in
     eASY.KSEI.

  3) Any delay or failure in the electronic registration process for any reason will cause the
     Shareholders or their Proxy are unable to attend the Meeting electronically, and their
     share ownership will not be calculated as the attendance quorum.

  4) Guidelines for registration, use and explanation concerning eASY.KSEI and AKSes KSEI
     are available on https://easy.ksei.co.id and/or https://akses.ksei.co.id.

d. Exempted from previous provision, Shareholders with the scripted shares may attend the
   Meeting physically by complying point e below.

e. Shareholders who will attend physically, shall comply with following provisions:

  1) Shareholders are recommended to attend and represented by their proxies with the
     following provisions:

       a)   Shareholders grant their power of attorney to Independent Representative.

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       b) The form of Power of Attorney may be downloaded in the Company’s website.
          The fully completed Power of Attorney must be delivered to the Share Registrar
          (Biro Administrasi Efek/“BAE”) of the Company, PT Datindo Entrycom, Jl. Hayam
          Wuruk No. 28, Jakarta 10210, Telp. (021) 3508077, no later than Wednesday,
          March 19, 2025, at 16.15 WIB.
  2) Attending Shareholders (or their proxy) who will attend are requested to bring and
     submit a copy of valid identification to the registration officer before entering the
     Meeting room.

  3) Legal Entity Shareholders are requested to bring a complete copy of their latest Articles
     of Association, attached with the latest Deed of the current composition of the Board of
     Directors and the Board of Commissioners.

  4) Shareholders in the securities account of KSEI shall deliver Written Confirmation for
     GMS (“KTUR”) which may be collected on business hours in the Securities Company or
     in the Custodian Bank where such Shareholders opened their securities account.

  5) Shareholders or their proxies who come to the Meeting location, but are unable to
     enter the Meeting room due to limited capacity, can still exercise their rights to attend
     and vote at the Meeting represented by an Independent Representative through the
     granting of a proxy based on letter c above.

  6) Shareholders or their Proxies and other parties who will physically attend the Meeting,
     must comply with the security safety and health protocols. The Company may take
     certain actions necessary for the Meeting to run properlly,

f. Further explanation regarding to the agendas of the Meeting is available in the Materials of
   Meeting from the date of this Invitation to the day of the Meeting which may be
   downloaded on the Company’s website pursuant to Article 18 paragraph (1) dan paragraph
   (4) of POJK RUPS.

g. To simplify the arrangement and orderliness of the Meeting, the Shareholders
   (or their proxy) are required to arrive 30 (thirty) minutes prior to the Meeting is started.



                             Jakarta, February 28, 2025
                     PT Bank Rakyat Indonesia (Persero) Tbk
                                Board of Directors




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