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20250212_BBCA_Pemanggilan RUPS_31861939_lamp2.pdf

RUPS notice Text extracted BBCA

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Page 1
                                  NOTICE OF
            ANNUAL GENERAL MEETING OF SHAREHOLDERS
                    PT BANK CENTRAL ASIA Tbk

The Board of Directors of PT Bank Central Asia Tbk (the “Company”) hereby invites the Shareholders of
the Company to attend the Company’s Annual General Meeting of Shareholders (the “Meeting”),
which will be held:

       Date                    : Wednesday, 12 March 2025
       Time                    : 09.30 Western Indonesia Time (WIB) - onwards
       Venue                   : Menara BCA, Grand Indonesia
                                 Jl. M.H. Thamrin No. 1
                                 Jakarta 10310
       Mechanism               : Physical and electronic GMS through the Electronic General Meeting
                                  System application of KSEI (“eASY.KSEI”)

Meeting Agenda:
1. Approval of the Annual Report including the Company’s Financial Statements and the Board of
   Commissioners’ Report on its Supervisory Duties for the financial year ended on 31 December
   2024 and grant of release and discharge of liability (acquit et decharge) to all members of the
   Board of Directors for their management actions and to all members of the Board of
   Commissioners of the Company for their supervisory actions during the financial year ended on
   31 December 2024;
   Explanation:
   When presenting the Annual Report, the Financial Statements, and the Board of Commissioners’
   Report on its Supervisory Duties, the Company will also present the Company's performance and
   accomplishments as well as the actions taken by the Board of Commissioners in carrying out its
   supervisory and advisory functions towards the Board of Directors.

2. Appropriation of the Company's Net Profit for the financial year ended on 31 December 2024;
   Explanation:
   The Company will propose that the Company's Net Profit be appropriated for a reserve fund,
   distribution of cash dividends and that the remaining unappropriated amounts of the net profit be
   determined as retained earnings.

3. Change of the composition of the Company’s Board of Commissioners and Board of Directors;
   Explanation:
   The Company will propose a change in the composition of its Board of Commissioners and Board of
   Directors as follows:
   i. Accepts Mr. Djohan Emir Setijoso's resignation as President Commissioner of the Company;
   ii. Appoints Mr. Jahja Setiaatmadja as the President Commissioner of the Company;
   iii. Appoints Mr. Gregory Hendra Lembong as the President Director of the Company;
   iv. Appoints Mr. John Kosasih as the Deputy President Director of the Company;
   v. Appoints Mr. Hendra Tanumihardja as a Director of the Company.

   The appointment in point ii, iii, iv and v above will be effective upon the approval of the Financial
   Services Authority on the appointment of each candidate.

   The curriculum vitae of the candidates for the members of the Board of Commissioners and the
   Board of Directors of the Company who will be proposed to be appointed in the Meeting, can be
   downloaded from the Company's website (https://www.bca.co.id/en/tentang-bca/tata-kelola/aksi-
   korporasi).
Page 2
4. Determination of the amount of salary or honorarium and benefits for the financial year 2025 as
   well as bonus payment (tantiem) for the financial year 2024 payable to the members of the
   Board of Directors and the Board of Commissioners of the Company;
   Explanation:
   The Company will propose that the Meeting approve the following:
   i. the grant of authority to the majority Shareholder of the Company to:
        a) determine the amount of honorarium and benefits payable to the members of the Board of
           Commissioners for the financial year 2025; and
        b) determine the amount of bonus payment (tantiem) payable to the members of the Board of
           Commissioners and the Board of Directors for the financial year 2024;
    ii. the grant of authority to the Board of Commissioners to determine the amount of salary and
        benefits payable to the members of the Board of Directors for the financial year 2025.

5. Appointment of the Registered Public Accounting Firm (including the Registered Public
   Accountant practicing through such Registered Public Accounting Firm) to audit the Company’s
   books and accounts for the financial year ended on 31 December 2025;
   Explanation:
   With due observance of Article 3 paragraph (1) of Regulation of the Financial Services Authority
   No. 9 of 2023 on the Use of the Services of Public Accountants and Public Accounting Firms in
   Financial Services Activities in conjunction with Article 19 paragraph (2) letter d of the Company’s
   Articles of Association, the Company will propose that the Meeting approve the appointment of
   the KAP Rintis, Jumadi, Rianto & Rekan, a member firm of PwC global network and Eddy Rintis as
   the Public Accountant, each being a Public Accounting Firm and a Public Accountant registered
   with the Financial Services Authority to audit the Company’s books and accounts for the financial
   year ended on 31 December 2025.

    The Profile of the Public Accounting Firm and Public Accountant proposed above will be provided
    as part of the Meeting materials.

6. Grant of powers and authority to the Board of Directors to pay out interim dividends for the
   financial year ended on 31 December 2025; and
   Explanation:
   The payment of interim dividends will be made only to the extent that the financial condition of
   the Company permits and with due observance of the prevailing laws and regulations.

7. Approval of the Revised Recovery Plan of the Company.
   Explanation:
   To comply with the prevailing laws, the Company needs to update its Recovery Plan.

The Meeting materials are now available and downloadable from the Company’s website
(https://www.bca.co.id/en/tentang-bca/tata-kelola/aksi-korporasi                            and
https://www.bca.co.id/en/tentang-bca/hubungan-investor/laporan-presentasi/laporan-tahunan).

General Provisions:
1. This Notice of Meeting constitutes an official invitation in accordance with the provisions of Article
   52 paragraph (1) of Regulation of the Financial Services Authority No. 15/POJK.04/2020 on the
   Planning and Conduct of General Meetings of Shareholders of Public Limited Companies in
   conjunction with Article 21 paragraph 3 of the Company’s Articles of Association, and therefore it is
   not necessary for the Company to extend a separate invitation to the Company’s Shareholders.

2. The Company’s Shareholders that are eligible to participate or be represented in the Company’s
   Meeting are those whose names are recorded in the Company’s Register of Shareholders as of
   Tuesday, 11 February 2025, 16.00 Western Indonesia Time.
Page 3
3. The electronic Meeting of the Company will be held using the eASY.KSEI application provided by PT
   Kustodian Sentral Efek Indonesia ("KSEI"), with due observance of the provisions of Regulation of
   the Financial Services Authority No. 16/POJK.04/2020 on the Implementation of Electronic General
   Meetings of Shareholders of Public Limited Companies in conjunction with the provisions of Article
   24 of the Company’s Articles of Association.

4. In connection with the conduct of the Meeting through the eASY.KSEI application as referred to
   above, the Shareholders can participate in the Meeting through the following mechanism:
   a. electronically attending the Meeting or granting power electronically through the eASY.KSEI
       application;
   b. physically attending the Meeting; or
   c. granting power using a written format of power of attorney as described in the provisions of
       item 10 letter b of these General Provisions.

5. The Company encourages Shareholders to attend electronically or grant power of attorney
   electronically (e-Proxy) through the eASY.KSEI application as referred to in point 4 letter a of these
   General Provisions with due observance of the following matters:
    i. The Company’s Shareholders that can use the eASY.KSEI application are the shareholders
         whose shares are kept in the collective custody of KSEI;
    ii. The Company’s Shareholders must first register for the KSEI Securities Ownership Reference
         facility (“AKSes KSEI”). For the Shareholders that have not been registered, please register
         through the website (https://akses.ksei.co.id/);
    iii. To use the eASY.KSEI application, the Shareholders can go to the eASY.KSEI menu, then click
         the eASY.KSEI login submenu found on the AKSes KSEI facility (https://akses.ksei.co.id/).
    The manual for registration, use, and further explanation concerning eASY.KSEI application (e-
    Proxy and e-Voting) can be obtained from the website (https://akses.ksei.co.id/).

 6. The Company’s Shareholders or their proxies that will electronically attend the Meeting through
    the eASY.KSEI application as referred to in item 4 letter a of these General Provisions should
    observe the following provisions:
    a. The Company’s Shareholders can declare their electronic attendance until 11 March 2025, 12.00
       Western Indonesia Time ("Deadline for Attendance Declaration") and cast their votes through
       eASY.KSEI from the date of this Meeting Notice until the Deadline for Attendance Declaration.
    b. With regard to the attendance registration:
       (i) The Company’s Shareholders that have not declared their electronic attendance until the
             deadline as referred to in item 6 letter a above of these General Provisions;
       (ii) The Company’s Shareholders that have declared their electronic attendance but have not
             cast their votes until the Deadline for Attendance Declaration;
       (iii) The Individual Representatives and the independent parties appointed by the Company
             (i.e., PT Raya Saham Registra as the Company's Securities Administration Bureau (“SAB”))
             that have received powers of attorney from the Company's Shareholders but the relevant
             Shareholders have not cast their votes until the Deadline for Attendance Declaration;
       (iv) The KSEI Participants/Intermediaries (Custodian Banks or Securities Companies) that have
             received powers of attorney from the Company's Shareholders that have cast their votes
             through the eASY.KSEI application;
       must register attendance through the eASY.KSEI application on the date of the Meeting from
       07:30 to 09:00 Western Indonesia Time.
    c. Any delay or failure to complete the electronic attendance registration process for any reason
       will result in the Shareholders or their proxies not being permitted to electronically attend the
       Meeting and their share ownership not being taken into account in the attendance quorum.

7. The Company’s shareholders that hold the Company’s shares in script form can grant power using
   the     written  power      of   attorney     available    on      the  Company's     website
   (https://www.bca.co.id/en/tentang-bca/tata-kelola/Aksi-Korporasi).
Page 4
8. The Company’s Shareholders or their proxies that will physically attend the Meeting as referred to
   in item 4 letter b of these General Provisions are kindly requested to provide the registration
   officer with the original copy of the Written Confirmation to Attend the GMS (hereinafter referred
   to as the “KTUR”) and the original copy of their Resident ID Card (hereinafter referred to as the
   “KTP”) or any other identity card before entering the Meeting room. The representatives of the
   Company’s corporate Shareholders, in addition to providing the original copy of the KTUR and the
   copy of their KTP or any other identity card, must also provide a copy of the latest articles of
   association and the deed containing the latest composition of the management of the company
   they represent.

9. In the event that a Shareholder or their proxy has declared or registered their attendance
   electronically, but later physically attend the Meeting, the Company will cancel the electronic
   attendance of such Shareholder or their proxy in eASY.KSEI application.

10. Any Shareholder of the Company may be represented by a proxy:
    a. by granting an electronic proxy (e-Proxy) through the eASY.KSEI application as referred to in
        item 4 letter a of these General Provisions, provided that such Shareholder is required to
        submit a power of attorney and/or cast their votes, change the proxy and/or the votes on the
        Meeting agenda items, or revoke the power of attorney, all electronically through the
        eASY.KSEI application from the date of this Meeting Notice until the Deadline for Attendance
        Declaration;
    b. by using a written format of power of attorney as provided on the Company’s website
        (https://www.bca.co.id/en/tentang-bca/tata-kelola/Aksi-Korporasi), subject to the following
        provisions:
        i. No Shareholder of the Company may grant power to more than one proxy for any part of
           their shares with different votes;
       ii. If the power of attorney as described in item 10 letter b of these General Provisions is
           signed outside the territory of the Republic of Indonesia, such power attorney must be
           signed before the local notary public and authenticated by the local embassy of the
           Republic of Indonesia;
      iii. The form of power of attorney can be downloaded from the Company’s website and the
           completed power of attorney must be delivered to the SAB, having its office at Plaza
           Sentral, 2nd Floor, Jl. Jend. Sudirman Kav. 47-48, Jakarta 12930, Phone +6221 2525666, Fax
           +6221 2525028, on any business day from the date of the Meeting Notice until Friday, 7
           March 2025, 16:00 Western Indonesian Time, at the latest.
    c. If any member of the Board of Directors, the Board of Commissioners, and any employee of
        the Company act as a proxy for the Shareholders in the Meeting, any vote they cast as a proxy
        will not be counted in the poll.

11. The Company’s Shareholders or their proxies can view the ongoing Meeting through a Zoom
    webinar by selecting the eASY.KSEI menu and the Tayangan RUPS (GMS Video Streaming) submenu
    on the AKSes KSEI facility (https://akses.ksei.co.id/) or the Tayangan RUPS menu on the AKSes
    Mobile KSEI application, subject to the following provisions:
    a. The Company’s Shareholders or their proxies have declared their attendance on the eASY.KSEI
        application by no later than 11 March 2025, 12.00 Western Indonesia Time;
    b. The GMS video streaming has a capacity of up to 500 participants, and the participants’
        attendance will be determined on a first-come, first-served basis. The Company’s Shareholders
        or their proxies that cannot view the Meeting through the GMS Video Streaming will still be
        considered as validly attending the electronic Meeting and their share ownership and votes
        will be taken into account in the Meeting as long as they have been registered on the
        eASY.KSEI application;
    c. The Company’s Shareholders or their proxies that only view the ongoing Meeting through the
        GMS Video Streaming but are not duly registered for the electronic attendance on the
        eASY.KSEI application will not be considered as validly attending the electronic Meeting and
        therefore their attendance will not be counted in the attendance quorum for the Meeting.
Page 5
12. To get the best experience in using the eASY.KSEI application and/or the GMS Video Streaming, the
    shareholders or their proxies are advised to use the Mozilla Firefox browser.

13. If after the date of this Meeting Notice there are changes in the technical operations of the
    eASY.KSEI application, or changes to any regulations, guidelines and/or explanations of KSEI related
    to the conduct of electronic meetings through the eASY.KSEI application, then such changes shall
    apply to the conduct of the Meeting, and all the provisions in these General Provisions concerning
    the conduct of electronic Meeting through the eASY.KSEI application are deemed to be adjusted to
    such changes.

Additional Information:
The Company has the right to limit the number of Shareholders who can physically attend the Meeting.
Any Shareholder or their proxy that will physically attend the Meeting must follow the applicable
protocol at the Meeting venue as established by the Company, among other things, as set out below:
1) Any Shareholder that has arrived at the Meeting venue but cannot enter the Meeting room due to
   the limited room capacity may still exercise their rights by electronically attending the Meeting or
   granting power (to attend the Meeting and cast a vote on each Meeting agenda item) to the
   independent party designated by the Company (a Representative of the SAB), by completing and
   signing the written power of attorney provided by the Company at the Meeting venue.
2) The Company’s Shareholders or their proxies are kindly requested to be at the Meeting venue by
   07:30 Western Indonesia Time to ensure that the Meeting will start punctually. Registration will be
   closed at 09:00 Western Indonesia Time. The Shareholders or their proxies that arrive after the
   registration is closed will be deemed absent and therefore deprived of their right to put forward any
   suggestions and/or ask questions and cast votes at the Meeting.
3) Any update and/or additional information on the procedure for conducting the Meeting, will be
   published on the Company’s website (https://www.bca.co.id/en/tentang-bca/tata-kelola/Aksi-
   Korporasi).
4) Any Shareholder that attend the Meeting physically and in unhealthy condition, advised to wear
   mask during the Meeting.
5) In the event of an emergency, which makes it impossible for the Company to hold a physical
   Meeting, the Company will hold the Meeting electronically without the physical presence of the
   Shareholders upon prior notice to the Company’s Shareholders.

                                      Jakarta, 12 February 2025
                                     PT BANK CENTRAL ASIA Tbk
                                          Board of Directors

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Names mentioned 13 people and organisations named in the text · linked when the evidence is strong

linked org BANK CENTRAL ASIA Tbk p.1 ×8
linked org Grand Indonesia p.1
linked person Jahja Setiaatmadja p.1
linked person Gregory Hendra Lembong p.1
linked person John Kosasih p.1
linked person Hendra Tanumihardja p.1
possible person Djohan Emir Setijoso's p.1
unresolved person H. Thamrin p.1
unresolved org Financial Services Authority p.1 ×5
unresolved org Rintis p.2
unresolved org Rianto & Rekan p.2
unresolved org PT Kustodian Sentral Efek Indonesia p.3
unresolved org PT Raya Saham Registra p.3

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