20250227_BDMN_Pemanggilan RUPS_31865032_lamp4.pdf

General Provisions

1.   This Meeting Invitation is the official invitation to the Company’s Shareholders. The Company will
     not send a separate meeting invitation to the Shareholders. The Company also publishes this
     Meeting Invitation through Indonesia Stock Exchange’s website, eASY.KSEI and Company’s
     website.

2. Shareholders who are entitled to attend or to be represented in the Meeting are Shareholders
   whose names are registered in the Shareholders Register of the Company on 26 February 2025
   at 4:00 p.m. West Indonesia Time, whereas for Shareholders whose shares are in collective
   custody of PT Kustodian Sentral Efek Indonesia ("KSEI"), shall be based on the record of share
   account balance at the closing of Indonesia Stock Exchange trading session on 26 February
   2025.

3. Shareholders, whose shares are not yet on KSEI collective custody or with their eligible
   representative, that plan to attend the Meeting, must show the original or submit the copy of
   Collective Share Certificate and the copy of Identity Card (“ID”) to the Registration Officer before
   entering into the Meeting room. For the Shareholders whose shares are in KSEI collective custody
   or their eligible representative that plan to attend the Meeting, must show the original of the
   Written Confirmation to Attend the Meeting (Konfirmasi Tertulis Untuk Rapat - “KTUR”) that can
   be obtained through Members of Bourse or Custodian Bank and copy of ID.

4. Shareholders who are unable to attend or choose to not attend the Meeting may be represented
   by their proxies, with the following terms:
     a. Referring to the Financial Services Authority Regulation, the Company has provided an
         alternative for shareholders to provide electronic proxy (e-Proxy) to an Independent Party
         appointed by the Company to represent the Shareholders to attend and vote at the
         Meeting through the platform of Electronic General Meeting System (“eASY.KSEI”) provided
         by KSEI. The appointed Independent Party is the Company’s securities administration
         bureau, PT Adimitra Jasa Korpora. In the event that power of attorney is granted with e-
         Proxy, no legalization is required as mentioned in point d.
     b. The representation shall be based on a legitimate power of attorney in a form acceptable
         to the Board of Directors of the Company or in accordance with the standard form of
         power of attorney that can be obtained during office hours at the Head Office of the
         Company or can be directly downloaded through the Company’s website.
     c. Members of the Board of Directors, Board of Commissioners and employees of the
         Company may act as any Shareholders’ representative in the Meeting, provided that their
         votes shall not be included in the total number of votes casted in the Meeting.
     d. The Power of Attorney from the Shareholders domiciled overseas shall be legalized by
         Notary and apostylized or legalized by an authorized official in the local country.
     e. The completed Power of Attorney Form shall be submitted to the Company via Share
         Administration Bureau, PT Adimitra Jasa Korpora (“AJK”) at Kirana Boutique Office, Jl.
         Kirana Avenue III Blok F3 No.5 Kelapa Gading - Jakarta Utara 14250, Phone: +6221-
         29745222, Fax. +6221-29289961, email: opr@adimitra-jk.co.id, no later than Thursday
         dated 20 March 2025 at 12:00 p.m. West Indonesia Time.

5. The representative of Shareholders in the form of legal entity (“Corporate Shareholders”) is
   required to submit that among others:
     a. Copy of the existing and applicable Articles of Association of the Corporate Shareholders.
     b. Copy of the documents with regards to the appointment of incumbent members of the
         Board of Directors and the Board of Commissioners.
     c. Copy of ID Card from the Attorney/Principal of the Power of Attorney (when authorized).

   to the Company via AJK at the address as stated point 4.e above no later than Thursday 20
   March 2025, at 12:00 p.m. West Indonesia Time.

6. Shareholders’ attendance mechanism via e-RUPS:
     a. Shareholders who will attend the Meeting with e-RUPS and e-Voting modules in eASY.KSEI
        application, must first be registered through https://akses.ksei.co.id 1 day prior to the
        Meeting before 12:00 Western Indonesian Time.
     b. Shareholders and the proxies will receive a notification email 1 day prior to the Meeting.
     c. Shareholders and the proxies must have an account in the KSEI Securities Ownership
        Reference facility (“AKSes KSEI”) in order to access the Meeting link.
     d. Webinar link is accessible through AKSes Web and AKSes Mobile.
     e. In the Meeting Day, the Shareholders who will attend the Meeting with e-RUPS and e-
        Voting modules must first do self-registration electronically in eASY.KSEI through
        https://akses.ksei.co.id.

7. The Company suggests the Shareholders to authorize the electronic proxy (e-Proxy) through
   eASY.KSEI Application, with the following procedures:
     a. Shareholders must first be registered in the KSEI Securities Ownership Reference facility
        (“AKSes KSEI”). If the Shareholders have not been registered, please sign up by accessing
        the AKSes KSEI website (https://akses.ksei.co.id/).
     b. Shareholders who have been registered as KSEI AKSes users, may authorize their proxies
        electronically (e-Proxy) through eASY.KSEI platform by logging in the eASY.KSEI
        Application.
     c. Shareholders may declare their proxies and votes, change the appointment of their proxy
        and/or change the votes for agenda of the Meeting, as well as revoke the proxies, within
        the period as of the date of this Invitation until 1 (one) working day before the date of the
        Meeting or at the latest on Thursday, 20 March 2025, at 12:00 Western Indonesian Time.
     d. Guidelines for registration, usage and further explanation in regard to eASY.KSEI may be
        accessed to the eASY.KSEI Application.

8. The Shareholders of the Company are advised to read in advance the Meeting’s Rules which can
   be downloaded through the Company’s website and shall be distributed to the Shareholders
   before they enter the Meeting room.

9. In order to facilitate the proper arrangement of the Meeting, the Shareholders or their
   representatives are respectfully requested to present at the Meeting no later than 30 (thirty)
   minutes before the meeting starts.

Quorum of Attendance and Voting Tabulation

1. The Meeting shall be valid and can be conducted and pass binding decision if it is attended by
   the Shareholders or the valid Shareholders proxies that represent at least 2/3 (two-thirds) of the
   total shares issued by the Company with valid voting rights.

2. The Meeting decision must be taken based on the deliberation and consensus. In the event that
   consensus decision cannot be reached, the decision shall be valid if it is approved by more than
   2/3 (two-thirds) of the total shares issued by the Company with valid voting rights who are
   attended or represented in the Meeting.


The explanation of the Meeting agenda is available and can be accessed through the Company's
website www.danamon.co.id.

Materials of the Meeting are available at the Company’s Head Office on the date of the Invitation of
the Meeting and can be obtained by submitting a written request to the Company’s Corporate
Secretary or can be downloaded directly from the Company’s website.

                                 THE EXPLANATION OF
                    THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
                            PT BANK DANAMON INDONESIA TBK


Agenda 1

   i.    Approval of the Company’s Annual Report for financial year ended on 31 December
         2024.
   ii.   Approval of the Company's Consolidated Financial Statement for the financial year
         ended on 31 December 2024.
  iii.   Approval of the Supervisory Report of the Company's Board of Commissioners for the
         financial year ended on 31 December 2024.
  iv.    Approval to give acquit and discharge (“volledig acquit et décharge”) to the Board of
         Directors and the Board of Commissioners as well as Sharia Supervisory Board of the
         Company for their management and supervision in the financial year ended on 31
         December 2024.


Observing Article 18 and Article 20 of the Company's Articles of Association in conjunction with
Article 66, Article 67, Article 68, and Article 69 of the Law No. 40 of 2007 on the Limited Liability
Company (“Company Law”), to propose to the Meeting to:
   i. approve the annual report for financial year ended on 31 December 2024.
  ii. approve/validate the consolidated financial statements for financial year ended on 31
      December 2024 which was audited by the Public Accountants Firm of Liana Ramon Xenia &
      Rekan (a member firm of Deloitte Southeast Asia Limited) as described in the Independent
      Auditor’s Report dated 14 February 2025, Number 00012/2.1460/AU.1/07/0849-
      4/1/II/2025 with an unmodified opinion.
 iii. approval the supervisory report of the Board of Commissioners of the Company for the
      financial year ended on 31 December 2024.
 iv. acquit and discharge (“volledig acquit et decharge” ) to the Board of Directors and the Board
      of Commissioners as well as Sharia Supervisory Board of the Company for their management
      and supervision in the financial year ended on 31 December 2024, provided that the
      management and supervision actions are reflected in the Company’s annual report for the
      financial year ended on 31 December 2024.

The Company’s Consolidated Financial Statements as of 31 December 2024 has been submitted to
Financial Service Authority and Indonesian Stock Exchange and also available in the Company’s
website (www.danamon.co.id) on 18 February 2025. The Company’s Consolidated Financial
Statements also published in Bisnis Indonesia newspaper on 19 February 2025.

The Company’s Annual Report as of 31 December 2024 has been submitted to Financial Service
Authority and Indonesia Stock Exchange and also available in the Company’s website
(www.danamon.co.id) on 26 February 2025.

 Agenda 2

 Determination on the appropriation of the Company's profit for the financial year ended on 31
 December 2024.


Observing Article 20 paragraph 2 (b) and Article 25 of the Company's Articles of Association in
conjunction with Article 70 and Article 71 of the Company Law, to propose to the Meeting to
approve the determination on the appropriation of the Company’s net profit for the financial year
ended on 31 December 2024 to be allocated as mandatory reserve fund, distributed as dividend to
Shareholders, and the remaining amount of the net profit which is not determined shall be posted
as retained earnings.

 Agenda 3

 Appointment of the Public Accountant and Public Accounting Firm for financial year 2025.


Observing Article 20 paragraph 2 (c) of the Company's Articles of Association in conjunction with
Article 68 of the Company Law, Article 3 paragraph 1 of Indonesia Financial Services Authority
Regulation (“POJK”) Number 9 year 2023 regarding Use of Services of Public Accountant and
Public Accounting Firm in Financial Services Activities, to propose to the Meeting to reappoint
Elisabeth Imelda as Public Accountant and Liana Ramon Xenia & Rekan (a member firm of Deloitte
Southeast Asia Limited) as the Public Accounting Firm, which is registered in the Indonesia
Financial Services Authority to audit the Company’s consolidated financial statement for financial
year 2025 and giving authorization to the Board of Commissioners to determine the amount of the
honorarium.


 Agenda 4

 i.    Determination of the remuneration or honorarium, bonus/tantieme, and other allowance
       for the Company’s Board of Commissioners members and Sharia Supervisory Board
       members.
 ii.   Determination of the remuneration and allowance, bonus/tantieme, and/or other benefits
       for the Company’s Board of Directors members.



Observing Article 11 paragraph 6, Article 14 paragraph 8, and Article 20 paragraph 2 (e) of the
Company's Articles of Association in conjunction with Article 96 and Article 113 of the Company
Law, to propose to the Meeting to:
  i.  approve the total payment of bonus/tantieme of the Board of Commissioner, Sharia
      Supervisory Board, and Directors for financial year 2024.
 ii.  approve the total amount of remuneration/honorarium and/or allowances or benefit of the
      Board of Commissioner, Sharia Supervisory Board, and Directors for financial year 2025.
iii.  approve the delegation of authority to the President Commissioner to determine portion of
      bonus/tantieme for the financial year 2024 and remuneration /honorarium and/or allowances
      or other benefit for the financial year 2025 for each member of the Board of Commissioners

     based on the recommendation of Nomination and Remuneration Committee and approve the
     delegation of authority to the Board of Commissioners to determine portion of
     bonus/tantieme for the financial year 2024 and remuneration/honorarium and/or allowances
     for the financial year 2025 for each member of the Sharia Supervisory Board and Directors
     based on the recommendation of Nomination and Remuneration Committee.

Agenda 5

Approval of Changes in the Composition of Members of the Company’s Board of Directors


Referring to Article 11 paragraph 2 of the Company's Articles of Association conjunction POJK
No.33/POJK.04/2014 regarding the Board of Directors and Board of Commissioners of the Public
Company and POJK No 17 Year 2023 regarding Implementation of Good Corporate Governance for
Commercial Banks and Article 94 of the Company Law, Board of Directors of the Company are
appointed and dismissed by the General Meeting of Shareholders. The appointment is effective
from the date specified in the General Meeting of Shareholders in which they are appointed and
ends at the closing of the 3rd AGMS after the date of their appointment.

The Company will propose to the AGMS to approve the changes of composition of members of the
Board of Directors, for the term of office from the closing of this AGMS until the closing of the
Company’s AGMS in 2026 which will be held no later than June 2026 without prejudice to the right
of the GMS to terminate at any time.

Agenda 6

Approval of Amendments to the Company's Articles of Association.


Considering Article 27 paragraph 1 of the Company's Articles of Association, in conjunction with
Article 19 paragraph 1 of the Company Law, in conjunction with POJK No. 17 Year 2023 regarding
the Implementation of Corporate Governance for Commercial Banks, and POJK No. 2 Year 2024
regarding the Implementation of Sharia Governance for Commercial Banks and Sharia Business
Units, and OJK Circular Letter (SEOJK) No. 15/SEOJK.03/2024 concerning the Implementation of
Sharia Governance for Sharia Commercial Banks and Sharia Business Units, propose to the
meeting to approve changes to the provisions of the Company's Articles of Association in order to
adjust the above rules and regulations and grant authority to Company’s Directors to prepare and
restate the entire Articles of Association of the Company.

                                  Jakarta, 27 February 2025
                               PT Bank Danamon Indonesia Tbk
                                   The Board of Directors