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20240905_BNII_Pemanggilan RUPS_31722229_lamp1.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 : Friday / 27 September 2024
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:
• The Changes in the Composition of the Company’s Management
Explanation:
Based on the provision in Article 10 paragraph (4), Article 15 paragraph (3) and Article 18 paragraph (3) of the Company's Articles of Association
(”AOA”), Article 3 and 23 of Indonesia Financial Services Authority Regulation Number 33/POJK.04/2014 (“POJK 33”) regarding The Board of
Directors and the Board of Commissioners of Issuers or Public Companies, and Articles 94 and 111 of the Law of the Republic Indonesia Number 40
Year 2007 regarding Limited Liability Company (”Company Law”), members of the Company's Board of Commissioners and Board of Directors are
appointed by the General Meeting of Shareholders (”GMS”). Based on the provisions in Article 22 paragraph (4) of the Company's AOA and Article
17 of Indonesia Financial Services Authority Regulation Number 12 Year 2023 (“POJK 12”) regarding Sharia Business Unit, as well as Article 109 of
Company Law, the appointment of the Company’s Sharia Supervisory Board (“SSB”) is conducted in the GMS.
The Company will propose to the Meeting to:
- Approve to appoint:
a. Daniel James Rompas as the Company’s Independent Commissioner with effective term of office commencing upon the closing of the
Meeting and after obtaining Financial Services Authority’s approval until the closing of the Company’s Annual General Meeting of
Shareholders year 2027.
b. Bianto Surodjo as the Company's Director, with effective term of office commencing upon the closing of the Meeting and after obtaining
Financial Services Authority’s approval until the closing of the Company’s Annual General Meeting of Shareholders year 2027.
c. M. Sa’ad Ih as Chairman of the Company’s Sharia Supervisory Board, with effective term of office commencing upon the closing of the
Meeting and after obtaining related Regulator’s approval until the closing of the Company’s Annual General Meeting of Shareholders year
2027.
d. Achmad Satori Ismail as Member of the Company’s Sharia Supervisory Board, with effective term of office commencing upon the closing of
the Meeting and after obtaining related Regulator’s approval until the closing of the Company’s Annual General Meeting of Shareholders
year 2027.
The above proposals have been recommended by the Company’s Nomination and Remuneration Committee.
Curriculum Vitae of Daniel James Rompas, Bianto Surodjo, M. Sa’ad Ih and Achmad Satori Ismail can be found in the Company's website
www.maybank.co.id.
More detail explanation on the Meeting’s Agenda can be found in the Company's website www.maybank.co.id.
Notes:
1. The Company will not send a separate invitation to the Shareholders. This Invitation shall serve as the official 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 September 2024 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 Indonesia Financial Services Authority Regulation Number 16/POJK.04/2020 regarding the
Implementation of the Electronic General Meeting of Shareholders of Public Companies 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”), Indonesia Financial Services Authority Regulation Number 16/POJK.04/2020
regarding the Implementation of the Electronic General Meeting of Shareholders of Public Companies (“POJK 16”) 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 September 2024 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
September 2024 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:
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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 September 2024 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;
• 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: 27 September 2024 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 8 paragraph (4) POJK 16.
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 September 2024 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 September 2024
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
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