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20260605_BNII_Penyampaian Bukti Iklan_32097805_lamp5.pdf
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INVITATION
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT BANK MAYBANK INDONESIA TBK
PT Bank Maybank Indonesia Tbk (the “Company”) hereby invites all Shareholders to attend the Extraordinary General Meeting of Shareholders
(“Meeting”) of the Company, which will be held on:
Day / Date : Monday / 29 June 2026
Time : 14.00 Western Indonesian Time - onwards
Place : Function Room
Sentral Senayan III 28th Floor
Jl. Asia Afrika No. 8 Senayan Gelora Bung Karno
Jakarta 10270
with the agenda of the Meeting and the explanation as follows:
1. Approval of the Acquisition of Shares in PT Maybank Asset Management, PT Maybank Sekuritas Indonesia, and PT Asuransi Etiqa Internasional
Indonesia by PT Bank Maybank Indonesia Tbk in Connection with the Establishment of PT Bank Maybank Indonesia Tbk as the Operational
Financial Conglomerate Holding Company of the Maybank Financial Conglomerate, in Compliance with Financial Services Authority
Regulation No. 30 of 2024 concerning Financial Conglomerates and Financial Conglomerate Holding Companies
Explanation:
Pursuant to Article 14 paragraph (1) of the Company's Articles of Association (“AOA”) and Article 125 paragraph (4) in conjunction with Article 89 of
Law of the Republic of Indonesia No. 40 of 2007 on Limited Liability Companies (“Company Law”), any acquisition transaction must be approved
by a General Meeting of Shareholders (“GMS”).
The establishment of PT Bank Maybank Indonesia Tbk (“the Company”) as the Operational Financial Conglomerate Holding Company (“OFCHC”)
of the Maybank Financial Conglomerate (“FC”) is undertaken to comply with the provisions of Financial Services Authority Regulation No. 30 of
2024 concerning Financial Conglomerates and Financial Conglomerate Holding Companies. In this regard, the Company submitted an
application for approval of its establishment as an OFCHC to the Financial Services Authority (Otoritas Jasa Keuangan or “OJK”) through the
Company’s Letter No. S.2025.017/MBI/Presdir dated 20 June 2025 regarding the “Application for Financial Services Authority Approval for the
Establishment of PT Bank Maybank Indonesia Tbk as an Operational Financial Conglomerate Holding Company”. In response to the application,
OJK has provided its approval through OJK Letter No. SR-37/KS.13/2025 dated 24 September 2025 regarding the “Notification of Approval Decision
for PT Bank Maybank Indonesia Tbk as the Operational Financial Conglomerate Holding Company of the Maybank Financial Conglomerate”,
together with a copy of OJK Board of Commissioners Member Decree No. KEP-15/KS.1/2025 concerning the “Approval of PT Bank Maybank
Indonesia Tbk as the Operational Financial Conglomerate Holding Company of the Maybank Financial Conglomerate” (collectively, the “OJK
Approval Letter”).
Based on the approval provided by OJK as set out in the OJK Approval Letter, the proposed structure of Maybank Financial Conglomerate shall
consist of:
1. PT Bank Maybank Indonesia Tbk as the OFCHC;
2. PT Maybank Sekuritas Indonesia as a member;
3. PT Maybank Asset Management as a member;
4. PT Asuransi Etiqa Internasional Indonesia as a member;
5. PT Maybank Indonesia Finance as a member; and
6. PT Wahana Ottomitra Multiartha Tbk as a member.
As a follow-up to the approval, the Company notified OJK of its proposed capital participation activities through the Company’s Letter No.
S.2025.197/MBI/DIR FINANCE dated 30 December 2025 regarding the “Preliminary Notification of the Proposed Capital Participation Activity by PT
Bank Maybank Indonesia Tbk”.
To comply with Financial Services Authority Regulation No. 22 of 2022 concerning Capital Participation Activities by Commercial Banks, the
Company subsequently submitted an application to OJK for approval of the proposed capital participation activity through the Company’s Letter
No. S.2026.066/MBI/DIR FINANCE dated 15 April 2026 regarding the “Application for Approval of the Proposed Capital Participation Activity by PT
Bank Maybank Indonesia Tbk”. OJK has provided its approval through OJK Letter No. S-114/PB.33/2026 dated 18 May 2026 regarding the “Approval
of the Proposed Capital Participation Activity by PT Bank Maybank Indonesia Tbk”.
To implement the Maybank Financial Conglomerate structure as approved by OJK, the Company is currently preparing for the acquisition of three
(3) of its sister companies, namely PT Maybank Asset Management (“MAM”), PT Maybank Sekuritas Indonesia (“MSI”), and PT Asuransi Etiqa
Internasional Indonesia (“AEII”).
Under this Agenda item, the Company will propose that the Meeting to approve the Company’s acquisition of shares in MAM, MSI, and AEII from
their respective current shareholders and controlling shareholders, namely Maybank Asset Management Sdn. Bhd., Maybank IBG Holding Limited,
and Etiqa International Holding Sdn. Bhd. The Company will also propose that the Meeting grant authority and power to each member of the
Board of Directors of the Company, with the right of substitution, to undertake any and all actions required or deemed necessary to implement
the acquisitions, in accordance with the resolutions adopted by the Meeting and the prevailing laws and regulations.
In accordance with Article 16 paragraph (3) item (iv) of the Company's AOA, the proposed acquisition of shares in MAM, MSI, and AEII has been
approved by the Board of Directors of the Company in the Board of Directors’ Meeting on 26 May 2026 and has been subsequently approved by
the Board of Commissioners of the Company in the Board of Commissioners’ Meeting on 29 May 2026.
2. Amendment on the Company's Articles of Association (“AOA”)
Explanation:
The amendment on the Company's AOA is proposed, among other things, to comply with Financial Services Authority Regulation No. 30 of 2024
concerning Financial Conglomerates and Financial Conglomerate Holding Companies, and shall be carried out in accordance with Article 13
paragraph (1) of the Company's AOA and Article 19 paragraph (1) of the Company Law.
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As any amendment to the Company's AOA must be approved by GMS, under this agenda item, the Meeting will be requested, among other
things, to approve amendments to certain provisions of the Company's AOA relating to the requirements applicable to Financial Conglomerates
and Financial Conglomerate Holding Companies, including Article 3 of the Company’s AOA concerning “the Company's Purposes, Objectives and
Business Activities”, as well as such other provisions of the Company's AOA as may be necessary, substantially in the form as proposed. The
Meeting will also be requested to authorize the Board of Directors of the Company to prepare, restate, and execute the amended and restated
Articles of Association of the Company to reflect the amendments to the relevant Articles referred to above.
3. The Changes on the Composition of the Members of the Company's management
Explanation:
Pursuant to Article 15 paragraph (8) of the Company's AOA, Article 8 of Financial Services Authority Regulation No. 33/POJK.04/2014 concerning the
Board of Directors and Board of Commissioners of Issuers or Public Companies, Article 12 paragraph (1) of Financial Services Authority Regulation
No. 17 of 2023 concerning the Implementation of Governance for Commercial Banks, and Article 107 of the Company Law, a member of the Board
of Directors may resign from his or her position by submitting written notice of such intention to the Company. The Company is required to
convene a GMS to resolve upon such resignation no later than ninety (90) days following receipt of the resignation notice.
In this regard, and taking into consideration the following:
• The Company received a resignation letter from Mr. Effendi, the Company’s Director, on 18 May 2026. Disclosure of Information regarding the
resignation was submitted by the Company to the Financial Services Authority (OJK) and the Indonesia Stock Exchange on 19 May 2026.
Accordingly, under this agenda item, the Meeting will be requested to:
• Accept and approve the resignation of Mr. Effendi, the Company’s Director, effective as of the closing of this Meeting and to express the
Company's appreciation and gratitude for his dedication, contributions, and services rendered to the advancement of the Company. The
grant of acquit et de charge (full release and discharge) in respect of his management actions during his term of office shall be determined
at the Annual General Meeting of Shareholders relating to the relevant financial year and term of office.
The above proposals have been recommended by the Company’s Nomination and Remuneration Committee.
More detail explanation on the Meeting’s Agenda can be found in the Company's website www.maybank.co.id.
Notes:
1. The Company does not send a separate invitation to the Shareholders. This Invitation is considered as an invitation.
2. Persons who are eligible to attend or be represented in the Meeting are the Company’s Shareholders - whose shares are in KSEI’s collective
custody (scriptless) or Shareholders whose shares are not in Kustodian Sentral Efek Indonesia (“KSEI”)’s collective custody (script) - whose names
are registered in the Register of Shareholders of the Company on 4 June 2026 until 16:00 pm (recording date).
3. The Company's Meeting will be held electronically using the KSEI Electronic General Meeting System Application (“eASY.KSEI Application”) provided
by KSEI, in accordance with the provisions of POJK Number 14 of 2025 regarding the Electronic Implementation of General Meetings of
Shareholders, Bondholders’ General Meetings, and Sukukholders’ General Meetings and Article 11 paragraph (1) of the Company's AoA.
Thus, the Shareholders’ participation in the Meeting can be done by choosing one of the following mechanisms:
a. Attend the Meeting electronically through the eASY.KSEI Application; or
b. Attend the meeting physically.
4. In accordance with Indonesia Financial Services Authority Regulation Number 15/POJK.04/2020 regarding the Planning and Organization of
General Meeting of Shareholders by Public Listed Companies (“POJK 15”), POJK Number 14 of 2025 regarding the Electronic Implementation of
General Meetings of Shareholders, Bondholders’ General Meetings, and Sukukholders’ General Meetings (“POJK 14”) and Regulation of KSEI
Number XI-B regarding the Procedure for the Convening of Electronic General Meeting of Shareholders Supplemented by the Casting of Votes
through Electronic General Meeting System of KSEI (“eASY.KSEI”), the Company suggests the Shareholders to participate in the Meeting with the
following mechanism:
a. Attend and vote at the Meeting electronically through the eASY.KSEI Application;
b. Provide Power of Attorney with below mechanism:
• Local Individual Shareholders who are entitled to attend the Meeting whose shares are in KSEI’s collective custody, may provide electronic
Power of Attorney (“e-Proxy”) to the Securities Administration Bureau (“BAE”) PT Sinartama Gunita, through the Electronic General Meeting
System KSEI (eASY.KSEI) facility, using the link https://akses.ksei.co.id at the latest 1 (one) working day before the Meeting is held: 26 June
2026 at 12.00 WIB. Guidelines for registration, usage, and further explanation in regards to eASY.KSEI may be accessed in eASY.KSEI
Application.
• Shareholders who are entitled to attend the Meeting whose shares are not in KSEI’s collective custody may provide the Power of Attorney to
the BAE PT Sinartama Gunita, with due observance to the following provisions:
➢ Form of Power of Attorney can be downloaded in the Company’s website using the link
https://www.maybank.co.id/corporateinformation/InvestorRelation/rups and the original stamped Power of Attorney must be
received by the Company through BAE, addressed at Menara Tekno Lantai 7, Jl. Fachrudin No. 19 RT 1, RW 7 Kelurahan Kampung Bali,
Kecamatan Tanah Abang, Jakarta Pusat, 10250, Telp. 021-3922332, Fax. 021-3923003, and the scanned copy of the Power of Attorney
must be received by electronic mail: helpdesk1@sinartama.co.id, at the latest 1 (one) working day before the Meeting is held: 26 June
2026 at 12.00 WIB, attached with a copy of KTP or for Shareholders in the form of a legal entity accompanied by proof of authority to
represent a legal entity.
➢ For Shareholders who are residing overseas, the Power of Attorney shall be made by the local Notary and legalized by the Embassy of
the Republic of Indonesia in the local area where the Shareholders reside, or apostilled by the competent authority in the local country.
Members of the Board of Directors, the Board of Commissioners and employees of the Company may act as proxies in the Meeting, however,
the votes they cast as proxies in the Meeting are not counted in voting. In the event that the Power of Attorney is done electronically, members
of the Board of Directors, the Board of Commissioners and employees of the Company cannot act as electronic proxies.
5. For Shareholders who choose to attend the Meeting electronically through the eASY.KSEI Application as referred to in number 3.a and 4.a, the
following provisions will be applied:
a. Shareholders can confirm their electronic attendance and cast their vote through the eASY.KSEI Application from the date of the Meeting’s
Invitation until 26 June 2026 at 12.00 WIB ("Deadline of Attendance Declaration").
b. The registration process for electronic attendance in the Meeting is as follows:
• Local Individual Shareholders who have not yet provided a declaration of the attendance or provided an e-Proxy until the Deadline of
Attendance Declaration;
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• Local Individual Shareholders who have provided a declaration of attendance but have not yet input their choice of vote for the Meeting
agenda in the eASY.KSEI Application until the Deadline of Attendance Declaration;
• Shareholders who have given the power of attorney to the Independent Representative provided by the Company or to Individual
Representative, but have not yet input their choice of vote for the Meeting agenda until the Deadline of Attendance Declaration;
• Participants/Intermediaries (Custodian Banks or Securities Companies) who have received power of attorney and choice of vote for the
Meeting agenda from the Shareholders;
are mandatory to register the attendance in the eASY.KSEI Application on the date of the Meeting: 29 June 2026 until the closing of the
electronic registration of the Meeting by the Company.
c. In the event that the Shareholders and/or their authorized Proxies fail to carry out or are late in conducting the electronic registration process
as referred to in number 5, they will be considered not present in the Meeting and will not be counted as a quorum for the attendance of the
Meeting.
6. For Shareholders or their proxies who choose to physically attend the Meeting as referred to in number 3.b, the following provisions will be
applied:
a. The Company will limit the number of Shareholders or their proxies who will attend the Meeting based on the “first come first served” method,
in accordance with Article 24 paragraph (5) POJK 14.
b. Shareholders or their proxies who will attend the Meeting is required to bring and submit their copy of valid ID card or other identification
document to the registration officer before entering the Meeting Room.
Shareholders in form of Legal Entity must submit their legal documentations, among others:
• Copy of the latest Article of Associations followed with the copy of prove of approval/report receipt from/to the Ministry of Law and Human
Rights of the changes of the latest Article of Associations;
• Copy of the Deeds of the Appointment of Board of Directors and Board of Commissioners or the latest management;
• Copy of ID card from the Attorney/Principal of the Power of Attorney (when authorized).
7. Shareholders or their proxies who have been registered in the eASY.KSEI Application can view the ongoing Meeting via Webinar Zoom through link
https://akses.ksei.co.id by accessing eASY.KSEI menu in “Tayangan RUPS” submenu, with the following provisions:
a. Shareholders or their proxies have been registered in the eASY.KSEI Application at the latest by 26 June 2026 at 12:00 WIB;
b. Tayangan RUPS has the maximum capacity of 500 participants, so that the attendance of each participant will be determined based on the
first come first served method;
c. Shareholders or their proxies who have been registered in the eASY.KSEI Application but do not have the opportunity to view the ongoing
Meeting via Webinar Zoom Tayangan RUPS are considered valid to be present electronically and their share ownership and voting choices will
be counted as a quorum for the attendance of the Meeting;
d. Shareholders or their proxies who have not been registered in the eASY.KSEI Application but can view the ongoing Meeting via Webinar Zoom
Tayangan RUPS are considered non-valid to be present electronically and their share ownership and voting choices will not be counted as a
quorum for the attendance of the Meeting;
e. Shareholders or their proxies are advised to use Mozilla Firefox browser to get the best performance and appearance in using the eASY.KSEI
Application and/or Tayangan RUPS, in accordance with the recommendations from KSEI.
8. Meeting materials are available from the date of the Meeting’s Invitation until the date of the Meeting and can be downloaded in the Company's
website www.maybank.co.id. The Company does not provide the hardcopy of Meeting’s materials to the Shareholders at the time of the Meeting.
9. Any questions related to the Meeting’s Agenda can be submitted through electronic mail CorporateSecretary@maybank.co.id or conveyed in
the Meeting in accordance with the Meeting’s Code of Conduct.
10. Any changes and/or additional Meeting materials or information related to the Meeting in accordance with current condition and development
which has not been conveyed in this Invitation, will be announced in the Company’s website www.maybank.co.id.
11. To facilitate the arrangement and for the smooth conduct of the Meeting, the Shareholders or the Attorney are welcome to be at the venue 30
(thirty) minutes before the Meeting begins.
Jakarta, 5 June 2026
PT Bank Maybank Indonesia Tbk
The Board of Directors
PT Bank Maybank Indonesia Tbk, Sentral Senayan III Lt. 26, Jl. Asia Afrika No. 8, Senayan, Jakarta 10270
Names mentioned 12 people and organisations named in the text · linked when the evidence is strong
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PT Asuransi Etiqa Internasional Indonesia
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Financial Services Authority
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Maybank IBG Holding Limited
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Etiqa International Holding Sdn. Bhd.
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Indonesia Stock Exchange
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Sentral Efek Indonesia
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Ministry of Law and Human Rights
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