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20260626_BSIM_Ringkasan Risalah//Risalah RUPS_32104970_lamp1.pdf
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Page 1
ANNOUNCEMENT OF THE SUMMARY OF THE MINUTES OF THE
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT. BANK SINARMAS Tbk.
The Board of Directors of PT. Bank Sinarmas Tbk. (“the Company”) hereby announces to the
Shareholders that the Company has convened its Annual General Meeting of Shareholders
(“AGMS”) with the following details :
Day/Date : Thursday, 25 June 2026
Time : 10:36 – 11:36 WIB (Western Indonesia Time)
Venue : Danamas Room, Sinar Mas Land Plaza Tower II, 39th Floor, Jl. Mh Thamrin No.51,
Central Jakarta, 10350
Attendance : - Board of Commissioners 1. Tjendrawati Widjaja President Commissioner
2. Sammy Kristamuljana Independent Commissioner
3. Rusmin Independent Commissioner
- Board of Directors 1. Frenky Tirtowijoyo President Director
2. Miko Andidjaja Director
3. Ekajaya Ongny Putra Director
4. Enny Kamal Director
5. Amandalia Johanes Director
- Shareholders : 14.981.515.754 shares (75.9860%) of the total issued
and fully paid-up shares of the Company, amounting to
19,716,162,403 shares as of the date of the Meeting
I. MEETING AGENDA
1. Approval of the Company's Annual Report and Ratification of the Company's
Consolidated Financial Statements for the Financial Year Ended 31 December 2025.
2. Determination of the Appropriation of the Company's Net Profit for the Financial Year
Ended 31 December 2025
3. Appointment of a Public Accountant and Public Accounting Firm for Financial Year 2026
and Other Matters Related to Such Appointment
4. Determination of the Amount of Salaries or Honoraria and Other Benefits for the Board
of Commissioners, and Salaries, Benefits, and Tantiem/Bonuses for the Board of
Directors of the Company
5. Approval of the Company’s Recovery Plan
6. Reappointment of the Company’s Board of Commissioners and Board of Directors
II. COMPLIANCE WITH LEGAL PROCEDURES FOR THE CONVENING OF THE
MEETING
- Submitted notification regarding the proposed Meeting Agenda to the Financial
Services Authority (OJK) through Letter No. SKL.004/05-2026/PRESDIR dated 7 May
2026.
Page 2
- Published the Notice of Meeting to Shareholders on 19 May 2026 and the Invitation to
the Meeting on 3 June 2026 through the websites of the Indonesian Central Securities
Depository (KSEI), the eASY.KSEI application, the Indonesia Stock Exchange website,
and the Company's website.
III. RESOLUTION OF THE MEETING
FIRST AGENDA OF THE MEETING
Approval of the Company’s Annual Report and Ratification of the Company’s Consolidated
Financial Statements for the Financial Year Ended 31 December 2025.
Voting Results :
- The Meeting provided an opportunity for the shareholders or their proxies present at the
Meeting to raise questions and/or express opinions in relation to the First Agenda of the
Meeting.
- During the question-and-answer session, 1 (one) shareholder or proxy of a shareholder
present at the Meeting raised a question and/or expressed an opinion.
- Resolutions were adopted through voting conducted verbally and electronically.
- The voting results were as follows:
a. Shareholders or proxies of shareholders who abstained represented 29,800 shares,
constituting 0.0002% of the total valid shares present at the Meeting.
b. There were no shareholders or proxies of shareholders who voted against.
c. Shareholders or proxies of shareholders who voted in favor represented
14,981,485,954 shares, constituting 99.9998% of the total valid shares present at the
Meeting.
- In accordance with the Company's Articles of Association, abstention votes are deemed
to have cast the same vote as the majority. Accordingly, the total votes in favor amounted
to 14,981,515,754 shares, representing 100% of the total valid shares present at the
Meeting. Therefore, the proposed resolution under the First Agenda of the Meeting was
duly approved.
The Resolutions of the First Agenda of the Meeting are as follows :
1. To accept and approve the Annual Report of the Board of Directors for the financial year
ended 31 December 2025
2. To ratify the Company's Consolidated Financial Statements for the financial year ended
31 December 2025, as audited by Public Accounting Firm Mirawati Sensi Idris
3. To ratify the Supervisory Report of the Company's Board of Commissioners for the financial
year ended 31 December 2025.
4. To grant a full release and discharge (volledig acquit et de charge) to the members of the
Board of Commissioners and the Board of Directors of the Company for the supervisory
and management actions performed during the financial year 2025, to the extent that such
actions are reflected in the Company's Annual Report and Financial Statements and do not
constitute criminal acts or violations of applicable laws and regulations.
Page 3
SECOND AGENDA OF THE MEETING
Determination of the Appropriation of the Company's Net Profit for the Financial Year Ended 31
December 2025
Voting Results :
- The Meeting provided an opportunity for the shareholders or their proxies present at the
Meeting to raise questions and/or express opinions in relation to the Second Agenda of the
Meeting.
- During the question-and-answer session, no shareholder or proxy of a shareholder present
at the Meeting raised any questions.
- Resolutions were adopted through voting conducted verbally and electronically.
- The voting results were as follows:
a. Shareholders or proxies of shareholders who abstained represented 29,800 shares,
constituting 0.0002% of the total valid shares present at the Meeting.
b. There were no shareholders or proxies of shareholders who voted against.
c. Shareholders or proxies of shareholders who voted in favor represented 14,981,485,954
shares, constituting 99.9998% of the total valid shares present at the Meeting.
- In accordance with the Company's Articles of Association, abstention votes are deemed to
have cast the same vote as the majority. Accordingly, the total votes in favor amounted to
14,981,515,754 shares, representing 100% of the total valid shares present at the Meeting.
Therefore, the proposed resolution under the Second Agenda of the Meeting was duly
approved.
Resolution of the Second Agenda of the Meeting :
1. To approve the appropriation of the Company's Consolidated Net Profit attributable to the
Owners of the Parent Entity for the financial year ended 31 December 2025 amounting to
IDR 285,747,406,391 (two hundred eighty-five billion seven hundred forty-seven million
four hundred six thousand three hundred ninety-one Rupiah), of which IDR 500,000,000
(five hundred million Rupiah) shall be allocated to the statutory reserve in accordance with
Article 70 of Law No. 40 of 2007 on Limited Liability Companies and Article 22 of the
Company's Articles of Association.
2. To approve that the remaining Consolidated Net Profit attributable to the Owners of the
Parent Entity amounting to IDR 285,247,406,391 (two hundred eighty-five billion two
hundred forty-seven million four hundred six thousand three hundred ninety-one Rupiah)
shall be retained to strengthen the Company's capital and recorded as Retained Earnings.
In accordance with Article 22 paragraph (3) of the Company's Articles of Association, such
retained earnings shall be managed by the Board of Directors in such manner as the Board
of Directors deems appropriate, subject to the approval of the Board of Commissioners.
3. To authorize the Board of Directors of the Company to arrange, implement, and undertake
all necessary actions in connection with the appropriation of the Company's net profit as
referred to above, in accordance with the applicable laws and regulations.
Page 4
THIRD AGENDA OF THE MEETING
Appointment of a Public Accountant and Public Accounting Firm for Financial Year 2026 and Other
Matters Related to Such Appointment
Voting Result :
- The Meeting provided an opportunity for the shareholders or their proxies present at the
Meeting to raise questions and/or express opinions in relation to the Third Agenda of the
Meeting.
- During the question-and-answer session, no shareholder or proxy of a shareholder present
at the Meeting raised any questions and/or expressed any opinions.
- Resolutions were adopted through voting conducted verbally and electronically.
- The voting results were as follows :
a. Shareholders or proxies of shareholders who abstained represented 29,800 shares,
constituting 0.0002% of the total valid shares present at the Meeting.
b. There were no shareholders or proxies of shareholders who voted against.
c. Shareholders or proxies of shareholders who voted in favor represented 14,981,485,954
shares, constituting 99.9998% of the total valid shares present at the Meeting.
- In accordance with the Company's Articles of Association, abstention votes are deemed to
have cast the same vote as the majority. Accordingly, the total votes in favor amounted to
14,981,515,754 shares, representing 100% of the total valid shares present at the Meeting.
Therefore, the proposed resolution under the Third Agenda of the Meeting was duly
approved.
Resolution of the Third Agenda of the Meeting :
1. To approve the appointment of Public Accountant DENNY SUSANTO and the Public
Accounting Firm "MIRAWATI SENSI IDRIS" (a member firm of Moore Global Network
Limited), both of which are registered with the Financial Services Authority (Otoritas Jasa
Keuangan/OJK) as a Public Accountant and a Public Accounting Firm, respectively, or
another Public Accountant from the same Public Accounting Firm, should the appointed
Public Accountant be permanently unable to act, to audit the Company's Consolidated
Financial Statements for the financial year ending 31 December 2026.
2. To approve the delegation of authority to the Board of Commissioners of the Company to
appoint another Public Accountant and/or Public Accounting Firm in the event that the
appointed Public Accountant and/or Public Accounting Firm is unable to complete the audit
engagement or is permanently unable to perform the audit of the Company's Consolidated
Financial Statements for the financial year ending 31 December 2026.
3. To approve the granting of authority to the Board of Directors of the Company to determine
the professional fees of the appointed Public Accounting Firm and to take any actions
deemed necessary in connection with the appointment of the Public Accountant and the
Public Accounting Firm, including but not limited to conducting the appointment process
and executing the engagement letter for the Public Accountant and the Public Accounting
Firm.
Page 5
FOURTH AGENDA OF THE MEETING
Determination of the Amount of Salaries or Honoraria and Other Benefits for the Board of
Commissioners, and Salaries, Benefits, and Tantiem/Bonuses for the Board of Directors of the
Company.
Voting Results :
- The Meeting provided an opportunity for the shareholders or their proxies present at the
Meeting to raise questions and/or express opinions regarding the Fourth Agenda Item of
the Meeting.
- During the question-and-answer session, 1 (one) shareholder or proxy present at the
Meeting raised a question.
- Resolutions were adopted through voting conducted both verbally and electronically.
- The voting results were as follows:
a. Shareholders or proxies abstaining represented 29,800 shares, constituting 0.0002% of
the total valid shares present at the Meeting.
b. Shareholders or proxies voting against represented 22,085 shares, constituting
0.0001% of the total valid shares present at the Meeting.
c. Shareholders or proxies voting in favor represented 14,981,463,869 shares,
constituting 99.9997% of the total valid shares present at the Meeting.
- Pursuant to the Company's Articles of Association, abstention votes are deemed to have
cast the same vote as the majority vote. Accordingly, the total votes in favor amounted to
14,981,493,669 shares, representing 99.9999% of the total valid shares present at the
Meeting. Therefore, the proposed resolution for the Fourth Agenda Item of the Meeting
was approved.
Resolution of the Fourth Agenda Item of the Meeting :
1. To determine that the salaries or honoraria and other benefits of the Board of
Commissioners of the Company for the year 2026 shall be at least equal to those for 2025,
with a maximum increase of 20% compared to 2025.
2. To authorize the Board of Commissioners of the Company to determine the salaries,
benefits, and tantiem/bonuses of each member of the Board of Directors of the Company
for the year 2026.
FIFTH AGENDA OF THE MEETING
Approval of the Company’s Recovery Plan
Voting Results :
- The Meeting provided an opportunity for the shareholders or their proxies present at the
Meeting to raise questions and/or express opinions regarding the Fifth Agenda Item of the
Meeting.
- During the question-and-answer session, no shareholder or proxy present at the Meeting
raised any questions and/or expressed any opinions.
- Resolutions were adopted through voting conducted both verbally and electronically.
- The voting results were as follows :
a. Shareholders or proxies abstaining represented 29,800 shares, constituting 0.0002% of
the total valid shares present at the Meeting.
b. No shareholder or proxy voted against the proposed resolution.
Page 6
c. Shareholders or proxies voting in favor represented 14,981,485,954 shares, constituting
99.9998% of the total valid shares present at the Meeting.
- Pursuant to the Company's Articles of Association, abstention votes are deemed to have
cast the same vote as the majority vote. Accordingly, the total votes in favor amounted to
14,981,515,754 shares, representing 100% of the total valid shares present at the Meeting.
Therefore, the proposed resolution for the Fifth Agenda Item of the Meeting was approved.
Resolution of the Fifth Agenda Item of the Meeting :
1. To approve the update of the 2025 Recovery Plan, which had been submitted by the
Company to the Financial Services Authority (Otoritas Jasa Keuangan/OJK) in November
2025, as part of the Company's efforts to strengthen its crisis management framework and
to comply with Financial Services Authority Regulation (POJK) No. 5 of 2024 concerning
the Determination of Supervisory Status and Resolution of Commercial Bank Issues.
2. To approve the granting of authority and power to the Board of Commissioners and the
Board of Directors of the Company to determine the types of certain liabilities that may be
converted into the Bank's capital and to take all necessary actions to comply with the
provisions of POJK No. 5 of 2024 concerning the conversion of certain liabilities into the
Bank's capital.
3 To approve the granting of authority and power to the Board of Commissioners and the
Board of Directors of the Company to take all necessary actions for the implementation of
the Company's Recovery Plan in accordance with the applicable POJK provisions.
SIXTH AGENDA OF THE MEETING
Reappointment of the Company’s Board of Commissioners and Board of Directors
Voting Results :
- The Meeting provided an opportunity for the shareholders or their proxies present at the
Meeting to raise questions and/or express opinions regarding the Sixth Agenda Item of
the Meeting.
- During the question-and-answer session, no shareholder or proxy present at the Meeting
raised any questions and/or expressed any opinions.
- Resolutions were adopted through voting conducted both verbally and electronically.
- The voting results were as follows :
a. Shareholders or proxies abstaining represented 29,800 shares, constituting 0.0002%
of the total valid shares present at the Meeting
b. No shareholder or proxy voted against the proposed resolution.
c. Shareholders or proxies voting in favor represented 14,981,485,954 shares,
constituting 99.9998% of the total valid shares present at the Meeting.
- Pursuant to the Company's Articles of Association, abstention votes are deemed to have
cast the same vote as the majority vote. Accordingly, the total votes in favor amounted
to 14,981,515,754 shares, representing 100% of the total valid shares present at the
Meeting. Therefore, the proposed resolution for the Sixth Agenda Item of the Meeting
was approved.
Page 7
Resolution of the Sixth Agenda Item of the Meeting :
1. To approve the reappointment of all members of the Board of Directors and the Board of
Commissioners of the Company for a term of office commencing from the closing of the
Meeting until the closing of the Annual General Meeting of Shareholders ("AGMS") at the
end of one (1) term of office of the members of the Board of Directors and the Board of
Commissioners, namely the AGMS to be held in 2029.
Accordingly, effective as of the closing of the Meeting, the composition of the Company's
Board of Directors and Board of Commissioners is as follows:
BOARD OF DIRECTORS :
PRESIDENT DIRECTOR : Frenky Tirtowijoyo
DIRECTOR : Miko Andidjaja
DIRECTOR : Ekajaya Ongny Putra
DIRECTOR : Enny Kamal
DIRECTOR : Amandalia Johanes
BOARD OF COMMISSIONERS :
President Commissioner : Tjendrawati Widjaja
Independent Commissioner : Sammy Kristamuljana
Independent Commissioner : Rusmin
2. To appoint and authorize the Board of Directors and/or the Corporate Secretary of the
Company, with the right of substitution, to implement the above resolution, including but
not limited to executing the deed of statement of the Meeting's resolutions before a Notary
and notifying the relevant authorities of such changes.
Jakarta, 26 June 2026
PT. Bank Sinarmas Tbk.
Board of Directors
Names mentioned 8 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1 ×4
unresolved
org
Indonesia Stock Exchange
p.2
unresolved
org
Moore Global Network Limited
p.4
unresolved
org
Bank Issues.
p.6
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