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20241025_BNGA_Ringkasan Risalah//Risalah RUPS_31749797_lamp5.pdf
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ASHOYA RATAM, SH, MKn.
NOTARY AND LAND DEED OFFICIAL OF SOUTH JAKARTA ADMINISTRATIVE CITY
Jl. Suryo No. 54, Kebayoran Baru, Jakarta 12180, Phone. : 021-29236060, Fax. : 021-29236070 Email: notaris@ashoyaratam.com
Jakarta, October 25th 2024
Number : 239B/X/2024
Subject : Resume of the Extraordinary General Meeting of Shareholders of
PT BANK CIMB NIAGA Tbk
To the Honorable:
PT BANK CIMB NIAGA Tbk
In Jakarta
Dear Sirs/Madam,
I hereby convey the Resume of the Extraordinary General Meeting of Shareholders (hereinafter
referred to as the “Meeting”) of “PT BANK CIMB NIAGA Tbk”, having its domicile in South
Jakarta (hereinafter referred to as the “Company”) which has been held on:
A. Day/date : Friday, October 25th 2024
Time : At 14.27 PM to 14.47 PM Western Indonesian Time
Place : The Meeting Room, M Floor, Graha CIMB Niaga, Jl Jend. Sudirman Kav 58,
South Jakarta – 12190
The Agenda of Meeting is as follows:
1. Approval to Change the Company’s Board of Commissioners Composition; and
2. Changes to the Company’s Articles of Association.
B. All Members of the Board of Commissioners (“BOC”) (except DATO’ ABDUL RAHMAN
AHMAD, Commissioner, who has resigned effective 30 June 2024), Board of Directors
(“BOD”) (except PANDJI P. DJAJANEGARA (Director) who is on a business trip),and Sharia
Supervisory Board as well as Audit Committee including the Chairman of the committees under
the Board of Commissioners of the Company, who were presence at the Meeting, are as follows:
BOARD OF COMMISSIONERS
President Commissioner : DIDI SYAFRUDDIN YAHYA
Vice President Commissioner : GLENN MUHAMMAD SURYA YUSUF (*)
(Independent)
Independent Commissioner : SRI WIDOWATI (**)
Independent Commissioner : FARINA J. SITUMORANG
Independent Commissioner : DODY BUDI WALUYO (***)
Commissioner : VERA HANDAJANI
BOARD OF DIRECTORS
President Director : LANI DARMAWAN
Director : LEE KAI KWONG
Director : JOHN SIMON
Director, concurrently as : FRANSISKA OEI
Compliance Director
Director : TJIOE MEI TJUEN
Director : HENKY SULISTYO
Director : JONI RAINI
Director : RUSLY JOHANNES
Director : NOVIADY WAHYUDI
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SHARIA SUPERVISORY BOARD
Chairman : PROF. DR. M. QURAISH SHIHAB, MA
Member : PROF. DR. FATHURRAHMAN DJAMIL, MA
Member : DR.YULIZAR DJAMALUDDIN SANREGO, M.EC.
AUDIT COMMITTEE
Chairman (concurrently as : DODY BUDI WALUYO
Member)
Member : GLENN MUHAMMAD SURYA YUSUF
Member : ENDANG KUSSULANJARI S.
Member : ANGELIQUE DEWI DARYANTO
All members of the Board of Commissioners, Board of Directors, the Sharia Supervisory Board
and the Company's Audit Committee including the Chairman of the committees under the Board
of Commissioners of the Company attended the Meeting, both physically and through video
conference, from the Meeting Room, M Floor; likewise, the professionals and supporting
institutions, namely the Notary and Securities Administration Bureau, as well as the Company's
Shareholders and/or their legaly Representatives present physically occupied the Meeting Room,
M Floor.
C. The Meeting was attended and/or represented by the Company's Shareholders, all of whom
have 23.850.558.427 shares or representing 94.8626 % of the total shares with valid voting rights
issued by the Company (both Class A shares and Class B shares) totaling 25,142,205,843 shares,
Therefore, it fulfilled the required Meeting quorum, namely for the 1st Agenda more than 1/2 part
and for the 2nd Agenda at least 2/3 part of the total shares issued by the Company with valid
voting rights.
D. Announcement and Invitation of the Meeting have been published in accordance with the
Company's Articles of Association and the Financial Services Authority Regulation (hereinafter
referred to as the “OJK Regulation”) No. 15/POJK.04/2020 on the Plan and Implementation of
the General Meeting of Shareholders of Publicly-Held Companies, as follows:
- Notification concerning the plan to convene the Meeting has been submitted by the BOD to
OJK, and Indonesia Stock Exchange (hereinafter referred to as PT Bursa Efek Indonesia or
“IDX”) and on September 4th 2024.
- Announcement of the Meeting to the Shareholders of the Company has been published on
September 11th 2024, both in Bahasa Indonesia and English, through the Company’s website,
IDX’s website and Indonesia Central Securities Depository (“KSEI”) website through
Electronic General Meeting System KSEI (“eASY.KSEI Application”);
- Invitation of the Meeting to the Shareholders of the Company has been published on
September 26th 2024, both in Bahasa Indonesia and English through daily newspaper with
nation-wide circulation, namely Investor Daily, and has been uploaded in the Company's
website, IDX's website and KSEI's website via eASY.KSEI Application.
E. The Meeting was chaired by DIDI SYAFRUDDIN YAHYA as President Commissioner based
on Article 12 paragraph 12.3 of the Company's Articles of Association and the Circular
Resolution Of The Board Of Commissioners Circular Resolutions
No. 019/DEKOM/KP/VIII/2024 dated August 30th 2024.
F. The Meeting was held electronically by using eASY.KSEI Application with due observance of
OJK Regulation No. 16/POJK.04/2016 regarding Implementation of Electronic General
Meetings of Shareholders of Publicly-Held Companies in conjunction with Article 12 paragraph
12.1. of the Company’s AOA. All participants present physically or electronically in the Meeting
were able to actively participate and engage in the proceedings.
G. In order to maintain the independence and secrecy of the Shareholders in the voting process,
voting in the Meeting shall be conducted in private. The Meeting resolutions are through
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Voting was on each Agenda of the Meeting. For the Shareholders and/or their proxies who attend
the Meeting physically, the voting was conducted individually and electronically (“e-Voting”)
at the Meeting Venue (“e-Voting at the Meeting Venue”) by using smartphone, other mobile
devices (tablet and others) or touch screen monitor provided by the Company, so that the
shareholders’ votes confidentiality can be preserved. For the Shareholders and/or their proxies
who attend the Meeting electronically, can do the process of eASY.KSEI Application e-Voting.
While, for the Shareholders who authorize the proxy with e-Proxy mechanism, are considered
exercising their rights through eASY.KSEI Application and not allowed to conduct the e-Voting
at the Meeting Venue process.
H. In the agenda of the Meeting, it has been provided an opportunity to the Shareholders to raise
questions and/or convey opinions for each agenda of the Meeting, however there were no
question/opinion raised by the Shareholders in the Meeting.
The Meeting has adopted the resolutions as set forth in the deed of “Minutes of the Extraordinary
General Meeting of Shareholders of PT BANK CIMB NIAGA Tbk” dated October 25th 2024
number 52 which minutes was drawn up before me, the Notary, which substantially as follows:
In First Agenda of the Meeting:
The results of the voting conducted at the Meeting and through eASY.KSEI were as follows:
Number of votes unagreed : 14.383.724 = 0,0603%
Abstain : 49.280.400 = 0,2066%
Number of votes agree : 23.786.894.303 = 99,7331%
Affirmative votes : 23.836.174.703 = 99,9397%
Therefore the Meeting with majority vote of 23.836.174.703 shares or representing
99.9397% of the total votes issued in the Meeting resolved:
Aprroved to change the Company’s Board Of Commissioners Composition, by:
1. Accepting the resignation of DATO’ ABDUL RAHMAN AHMAD, from his position as
Commissioner of the Company, effective since 30 June 2024.
2. Appointing NOVAN AMIRUDIN as Commissioner of the Company, with effective term
of office since the date specified in the Meeting which appoints him and upon obtaining
the OJK approval and/or fulfilled of the requirements as determined in the OJK
approval letter (the “Effective Date”) until the closing of the 3rd (third) Annual GMS
after the Effective Date of the appointment without prejudicing the rights of the GMS
to dismiss at any time in accordance with the provision as stated in Article 119 of the
Company Law.
In terms of OJK does not approve the appointment or the requirement as determined
by OJK are not fulfilled, then the appointments will be null and void without requiring
a GMS approval.
Accordingly, the composition of the Company’s BOC, shall be as follows:
BOARD OF COMMISSIONERS
President Commissioner : DIDI SYAFRUDDIN YAHYA
Vice President Commissioner : GLENN MUHAMMAD SURYA YUSUF
(Independent)
Independent Commissioner : SRI WIDOWATI
Commissioner : VERA HANDAJANI
Independent Commissioner : FARINA J. SITUMORANG
Independent Commissioner : DODY BUDI WALUYO
Commissioner : NOVAN AMIRUDIN*)
*) Effective since the closure of the Meeting which appoints him and upon obtaining the
OJK approval and/or fulfilled of the requirements as determined in the OJK approval.
3. Approved the delegation of authority with substitution right to the Company’s BOD, to
restate the resolution regarding the Change to BOC Composition of the Company in the
notary deed and to report to the authorities, and with due regard to the foregoing, to
perform any acts necessary in accordance with the laws and regulations.”
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In Second Agenda of the Meeting:
The results of the voting conducted at the Meeting and through eASY.KSEI were as follows:
Number of votes unagreed : 13.200 = 0,0001%
Abstain : 49.266.700 = 0,2066%
Number of votes agree : 23.801.278.527 = 99,7934%
Affirmative votes : 23.850.545.227 = 99,9999%
“Therefore The meeting with majority vote of 23.850.545.227 shares or representing
99,9999% of the total votes issued in the Meeting resolved:
1. Approved the changes to the Company's Articles of Association, namely Article 20, 21,
22, 23, 24 and 25 of the Company's Articles of Association to adjust with Financial
Services Authority (OJK) Regulation No. 2 of 2024, as detailed changes to the
Company's Articles of Association have been completely presented at the Meeting.
2. Approved the delegation of authority to the Company’s BOD with substitution right, to
restate the resolution regarding the changes of the Company’s AOA include restated the
entire Company’s AOA in a notary deed, to notify/report to the authorities, and with
due regard to the foregoing, to perform any necessary actions in accordance with the
laws and regulations.”
In witness whereof, this resume is delivered preceding the produce of official copy of the
aforementioned deed, which soon I shall deliver to the Company after it is completely done.
Ditandatangani oleh Ashoya (AS7556)
Ditandatangani pada 25 Oktober 2024 20:49:53
ASHOYA RATAM
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ASHOYA RATAM
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Indonesia Stock Exchange
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Appointing NOVAN AMIRUDIN
· Commissioner
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12 Sep 2026 22:56
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