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20260603_BSIM_Pemanggilan RUPS_32096869_lamp3.pdf
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INVITATION
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT. BANK SINARMAS Tbk.
PT. Bank Sinarmas Tbk., domiciled in Central Jakarta (the “Company”) hereby invites its Shareholders to attend the
Annual General Meeting of Shareholders (the “AGMS or the “Meeting”), which will be held as follows :
Day/Date : Thursday, 25 June 2026
Time : 10:30 AM WIB onwards
Venue : Danamas Room, Sinar Mas Land Plaza Tower II, 39th Floor, Jl. MH Thamrin No.51,
Jakarta – 10350
Mechanism : Physical and electronic Meeting through the KSEI Electronic General Meeting System Application
(“eASY.KSEI”)
hereinafter referred to as the “Meeting”.
Agenda and Explanation of the Meeting Agenda :
1. Approval of the Annual Report and Ratification of the Company’s Consolidated Financial Statements
for the Financial Year Ended on 31 December 2025.
Explanation:
With due regard to Articles 66, 67, 68, and 69 of Law No.40 of 2007 concerning Limited Liability Companies (the
“Company Law”), the Company will propose to the Meeting to : (1) approve the Company’s Annual Report for the
financial year ended 31 December 2025; (2) ratify the Company’s Consolidated Financial Statements for the
financial year ended 31 December 2025, which have been audited by Mirawati Sensi Idris Public Accounting Firm
(a member firm of Moore Global Network Limited); (3) ratify the Supervisory Report of the Board of Commissioners
for the financial year ended 31 December 2025; and (4) grant a full release and discharge (“volledig acquit et
décharge”) to the members of the Board of Commissioners and the Board of Directors of the Company for their
supervisory and management actions performed during the 2025 financial year.
The 2025 Annual Report, the Company’s Consolidated Financial Statements as of 31 December 2025, and a further
details regarding this agenda item are available for review and download on the Company’s website.
2. Determination of the Appropriation of the Company’s Profit for the Financial Year Ended on 31
December 2025
Explanation :
With due regard to Articles 70 and 71 of the Company Law and Article 20 paragraph (5) and Article 22 paragraph
(1) of the Company’s Articles of Association, the Company will propose to the Meeting to approve the appropriation
of the Company’s net profit for the financial year ended 31 December 2025, which shall be allocated to the statutory
reserve as required under the Company Law and to strengthen the Company’s capital base, to be recorded as
retained earnings.
3. Appointment of the Public Accountant and Public Accounting Firm for the Financial Year 2026 and
Other Terms Relating to Such Appointment
Explanation :
With due regard to Article 68 of the Company Law and Article 3 of Financial Services Authority Regulation (“POJK”)
No. 9 of 2023 concerning the Engagement of Public Accountants and Public Accounting Firms in Financial Services
Activities, the Company will propose to the Meeting to approve the appointment of a Public Accountant and a
Public Accounting Firm registered with the Financial Services Authority (OJK) to audit the Company’s Consolidated
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Financial Statements for Financial Year 2026, as well as to determine other terms and conditions relating to such
appointment.
4. Determination of the Remuneration Honorarium and Other Allowances for the Board of
Commissioners, and the Salaries, Allowances and Tantiem/Bonuses for the Board of Directors of the
Company
Explanation :
With due regard to Articles 96 and 113 of the Company Law and Financial Services Authority Regulation No.
45/POJK.03/2015 concerning the Implementation of Governance in the Provision of Remuneration for Commercial
Banks, the Company will propose to the Meeting to: (1) approve and determine the remuneration or honorarium
and other allowances for the Board of Commissioners for financial year 2026; and (2) approve the delegation of
authority to the Board of Commissioners of the Company to determine the salaries, allowances and
tantiem/bonuses for each member of the Board of Directors of the Company for financial year 2026.
5. Approval of the Company’s Recovery Plan
Explanation :
With due regard to Financial Services Authority Regulation No. 5 of 2024 concerning the Determination of
Supervisory Status and Resolution of Issues of Commercial Banks (“POJK 5/2024”), which requires banks to
prepare and submit a Recovery Plan to the Financial Services Authority (“OJK”) and obtain shareholders’ approval
through a General Meeting of Shareholders (“GMS”), the Company will seek the Meeting’s approval to: (1) approve
the updated Recovery Plan that has been submitted by the Company to the Financial Services Authority (OJK) in
November 2025; (2) approve the fulfilment of the adequacy and eligibility requirements relating to deposits and/or
debt instruments or investments possessing capital-like characteristics held by the Bank; and (3) approve the
granting of authority and power to the Board of Commissioners and the Board of Directors of the Company to
undertake any and all actions necessary in connection with the Company’s Recovery Plan, with due regard to POJK
5/2024 and other relevant regulations.
6. Reappointment of the Company’s Management
Explanation :
With due regard to Article 14 paragraph (3) and Article 17 paragraph (2)(a) of the Company’s Articles of Association
and Article 3 of Financial Services Authority Regulation No. 33/POJK.04/2014 concerning the Board of Directors
and Board of Commissioners of Issuers or Public Companies, the Company proposes and submits to the Meeting
for approval the reappointment of the Company’s management composition.
General Provisions:
1. This Meeting Invitation (the “Invitation”) constitutes an official invitation in accordance with Article 82 paragraph
(2) of the Company Law and Article 52 paragraph (1) of Financial Services Authority Regulation No.
15/POJK.04/2020 concerning the Planning and Conduct of General Meetings of Shareholders of Public
Companies (“POJK No. 15/2020”). Accordingly, no separate invitation letters will be sent to the shareholders of
the Company (the “Shareholders”).
2. Shareholders who are entitled to attend and/or be represented at the Meeting are those whose names are
registered in the Company’s Register of Shareholders and/or whose securities accounts are recorded in the
collective custody of PT Kustodian Sentral Efek Indonesia (“KSEI”) as of Tuesday, 2 June 2026, at 4:00 p.m.
Western Indonesia Time (WIB).
3. The Meeting will be conducted electronically through the eASY.KSEI application, which may be accessed through
the AKSes KSEI website at https://akses.ksei.co.id/, with due regard to Financial Services Authority Regulation
No. 14 of 2025 concerning the Electronic Implementation of General Meetings of Shareholders, Bondholders
Meetings and Sukukholders Meetings (“POJK 14/2025”).
4. Shareholders may participate in the Meeting through one of the following mechanism:
a. attending the Meeting physically;;
b. attending the Meeting electronically through the eASY.KSEI application; or
c. attending by granting a proxy.
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5. With due regard to POJK 14/2025, the Company encourages Shareholders to participate in the Meeting through
the mechanism referred to in item 4.b above, subject to the following:
a. Shareholders eligible to use the eASY.KSEI application are local individual Shareholders whose shares are
deposited in KSEI’s collective custody.
b. Shareholders must be registered in the KSEI Securities Ownership Reference facility (“AKSes KSEI”).
Shareholders who have not yet registered are requested to do so through the AKSes KSEI website at
https://akses.ksei.co.id/.
c. Shareholders may submit their proxy appointment and voting instructions from the date of this Invitation
until no later than 12:00 p.m. WIB, one (1) business day prior to the date of the Meeting.
Guidelines for registration, use and further information regarding eASY.KSEI and AKSes KSEI are available at
easy.ksei.co.id and akses.ksei.co.id.
6. Shareholders, whether or not their shares have been registered in KSEI’s Collective Custody, or their duly
authorized proxies attending the Meeting physically, must present a copy of their identity card or other valid
proof of identity, together with a valid power of attorney (if represented by proxy), to the Registration Officer
prior to entering the Meeting venue.
7. Shareholders may be represented by proxy by:
a. Granting an electronic proxy (e-Proxy) through the eASY.KSEI application accessible via AKSes KSEI.
Shareholders may submit their proxy appointment and voting instructions, amend the appointed proxy
and/or voting instructions for any agenda item, or revoke the proxy electronically through eASY.KSEI from
the date of this Invitation. Any person appointed as an electronic proxy must have legal capacity and may
not be a member of the Board of Commissioners, Board of Directors or an employee of the Company, and
must comply with other requirements set forth in POJK No. 15/2020; or
b. Granting a proxy by completing the Power of Attorney form available for download from the Company’s
website, subject to the following:
- Members of the Board of Commissioners, Board of Directors and employees of the Company may act
as proxies for Shareholders at the Meeting; however, any votes cast by them in their capacity as proxy
holders shall not be counted in the voting process (including where they act as Shareholders).
- A Shareholder may not appoint more than one proxy to represent a portion of the shares owned by
such Shareholder with different voting instructions.
- Powers of Attorney executed outside Indonesia must be legalized by a local public notary and the
relevant official representative office of the Government of the Republic of Indonesia.
- The completed Power of Attorney, accompanied by a copy of the grantor’s valid identity document,
must be received by the Company no later than one (1) business day prior to the Meeting, without
prejudice to the Company’s policies, through the Share Administration Bureau (BAE), PT Sinartama
Gunita.
- Proxies granted by corporate shareholders (“Corporate Shareholders”) must submit: (i) a copy of the
prevailing Articles of Association; and (ii) documents evidencing the appointment of the incumbent
directors/management, to the Company through the BAE no later than three (3) days prior to the
Meeting, without prejudice to the Company’s policies.
8. Shareholders or their proxies may observe the Meeting proceedings through the Zoom webinar facility by
accessing the eASY.KSEI menu and the GMS Broadcast submenu available on the AKSes KSEI website or through
the GMS Broadcast menu on the AKSes KSEI mobile application, subject to the following:
a. The Shareholder or proxy must be registered in the eASY.KSEI application.
b. The GMS Broadcast facility has a capacity of up to 500 participants, and attendance will be determined on
a first-come, first-served basis. Shareholders or their proxies who are unable to access the GMS Broadcast
due to capacity limitations shall nevertheless be deemed validly present electronically, and their
shareholdings and voting instructions shall be counted for the Meeting, provided they have been duly
registered in the eASY.KSEI application.
c. Shareholders or their proxies who merely observe the Meeting through the GMS Broadcast facility without
being registered as electronically present in the eASY.KSEI application shall not be deemed validly present
and shall not be included in the calculation of the Meeting quorum.
9. If, following the date of this Invitation, there are changes to the technical operation of the eASY.KSEI application
or amendments to KSEI regulations, guidelines and/or explanations concerning the electronic implementation
of the Meeting through eASY.KSEI, such changes shall apply to the conduct of the Meeting, and all provisions
in these General Provisions relating to the electronic implementation of the Meeting shall be deemed adjusted
accordingly.
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10. With due regard to POJK 14/2025, under certain circumstances the Company may limit the number of
Shareholders or proxies attending the Meeting physically based on a first-come, first-served basis. Shareholders
or proxies attending the Meeting physically must comply with the protocols established by the Company,
including the following:
a. Shareholders or proxies who have arrived at the Meeting venue but are unable to enter the Meeting room
due to venue capacity limitations may still exercise their rights by appointing an independent party
designated by the Company (the “Independent Party”) through the Power of Attorney form provided by the
Company, thereby enabling them to attend and vote at the Meeting through such Independent Party.
b. To facilitate orderly administration and conduct of the Meeting, Shareholders or proxies must complete
attendance registration no later than 9:45 a.m. WIB. Shareholders or proxies who arrive after the
registration desk is closed or who are late or fail to complete electronic registration for any reason shall be
deemed absent and shall not be counted toward the Meeting quorum.
11. Explanations of the Meeting agenda items and Meeting materials are available and may be downloaded from
the Company’s website and the eASY.KSEI application accessible through AKSes KSEI at
https://akses.ksei.co.id/, or may be obtained by submitting a written request to the Company’s Corporate
Secretary during business hours via the email address set out below.
12. Shareholders are encouraged to read the Rules of Meeting and Voting Procedures, both of which have been
available on the Company’s website since the date of this Invitation.
13. Should there be any changes and/or additional information concerning the procedures for conducting the
Meeting due to current conditions and developments not disclosed in this Invitation, such information will
subsequently be announced on the Company’s website.
The Board of Directors encourages all Shareholders to exercise their rights prudently by casting their votes on all
agenda items submitted for resolution at the Meeting.
Jakarta, 3 June 2026
Board of Directors
PT. Bank Sinarmas Tbk.
e-mail: corporate.secretary@banksinarmas.com, Website: www.banksinarmas.com
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Moore Global Network Limited
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Financial Services Authority
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PT Kustodian Sentral Efek Indonesia
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Government of the Republic of Indonesia
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