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20240806_NISP_Ringkasan Risalah//Risalah RUPS_31691909_lamp2.pdf

RUPS minutes Needs review NISP

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Page 1
                                    ANNOUNCEMENT OF SUMMARY MINUTES OF
                               EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
                                           PT BANK OCBC NISP TBK

      The Board of Directors of PT Bank OCBC NISP Tbk (“Company”) hereby announces that the Extraordinary
      General Meeting of Shareholders (“Meeting”) convened as follows:

      A. Convening of Meeting
         Day/Date      : Friday, 2 August 2024
         Time          : 10.14 am – 11.22 am Western Indonesia Time
         Venue         : OCBC Tower 23rd floor
                         Jl. Prof. Dr. Satrio Kav. 25, Jakarta 12940
         Mechanism     : Meeting physically and electronically through the KSEI Electronic General Meeting
                         System application (“eASY.KSEI”)

            Agenda:
            1. Approval of the Company's Proposed Merger with PT Bank Commonwealth.
            2. Approval of the Resolution Plan Update.
            3. Amendment of the Articles of Association of the Company.
            4. Changes in the Composition of the Company's Sharia Supervisory Board.

            Chairperson of the Meeting
            The meeting was chaired by Pramukti Surjaudaja as the Company’s President Commissioner, as
            authorized by the Board of Commissioners.

      B. Members of the Board of Commissioners, Board of Directors, Sharia Supervisory Board, and
         Committee attending the Meeting

            The Board of Commissioners
            1. President Commissioner         : Pramukti Surjaudaja
            2. Commissioner                   : Na Wu Beng *)
            3. Independent Commissioner       : Jusuf Halim
            4. Independent Commissioner       : Betti S. Alisjahbana
            5. Independent Commissioner       : Rama P. Kusumaputra

            The Board of Directors
            1. President Director             : Parwati Surjaudaja
            2. Director                       : Hartati
            3. Director                       : Martin Widjaja
            4. Director                       : Andrae Krishnawan W.
            5. Director                       : Johannes Husin
            6. Director                       : Joseph Chan Fook Onn
            7. Director                       : The Ka Jit
            8. Director                       : Lili S. Budiana

            Sharia Supervisory Board
            1. Chairman                       : Muhammad Anwar Ibrahim *)
            2. Member                         : Mohammad Bagus Teguh Perwira

            Audit Committee
            1. Member (Independent Party)     : Angeline Nangoi
            2. Member (Independent Party)     : Antony Kurniawan
            3. Member (Independent Party)     : Lioe Fei Ling *)



OCBC Information Classification: Public
Page 2
            Risk Monitoring Committee
            1. Member (Independent Party)                   : Paulus Agus Tjarman *)
            2. Member (Independent Party)                   : Antony Kurniawan

            *) attended the Meeting through the online media arranged by KSEI.

      C. Independent Party that Counted the Attendance of Shareholders and Ensured the Meeting
         Process
         The Company had appointed an independent party, namely Securities Administration Bureau (BAE)
         PT Raya Saham Registra to count the shareholders’ attendance, and appointed Notary Fathiah Helmi,
         S.H. to ensure the Meeting convening process.

      D. Quorum of Attendance of Shareholders
         In the Meeting, the amount of shares that were present or represented including shareholders
         attending through easy.KSEI online are 21,519,425,094 shares or equal to 93.7858% out of the total
         shares having valid voting rights issued by the Company. Therefore, the Meeting has fulfilled the
         quorum and had the right to make valid and binding resolutions.

      E. Mechanism of Meeting Resolutions
         The Meeting’s resolutions were resolved amicably. In the event an amicable resolution could not be
         reached, the resolution was taken by voting.

      F. The Opportunity to Submit Question/Opinions and Voting Results
         The shareholders were given the opportunity to submit questions and/or give opinions in the Meeting
         with respect to Agenda of the Meeting. The voting results from all shareholders who attended the
         meeting with valid voting rights which includes e-Proxy and e-Voting votes from the eASY.KSEI were
         as follows:

                                                               Non-                                  Total            Question/
                    Agenda                 Affirmative                        Abstain *)
                                                           affirmative                          Affirmative **)        Opinion
                                          21,517,378,394      900,100         1,146,600         21,518,524,994
                      First                  shares or       shares or        shares or            shares or           3 (three)
                                          99.99048906%     0.00418273%      0.00532821%         99.99581727%

                                          21,516,975,659     1,302,835        1,146,600         21,518,122,259
                    Second                   shares or       shares or        shares or            shares or               -
                                          99.98861756%     0.00605423%      0.00532821%         99.99394577%

                                          21,517,378,494      900,100         1,146,500         21,518,524,994
                      Third                  shares or       shares or        shares or            shares or               -
                                          99.99048952%     0.00418273%      0.00532774%         99.99581727%

                                          21,517,378,494      900,100         1,146,500         21,518,524,994
                     Fourth                  shares or       shares or        shares or            shares or               -
                                          99.99048952%     0.00418273%      0.00532774%         99.99581727%
             *) In accordance with POJK No.15/POJK.04/2020, any abstain votes is considered to cast the same vote as the majority
                 votes of shareholders who cast votes.
             **) The total abstain votes added with the affirmative votes, such amount is calculated from KSEI and BAE system of the
                 Company.




OCBC Information Classification: Public
Page 3
      G. Meeting Resolutions
         Meeting resolutions were principally as follows:

            First Agenda
            1. Approved the Merger of PT Bank Commonwealth ("PTBC") with the Company where the Company
               will be the surviving company of the Merger, with the terms and conditions as contained in the
               Merger Plan.
            2. Approved the Merger Plan including all changes or additions which have been prepared and
               published jointly by the Company and PTBC.
            3. Approved the concept of the Merger Deed which has been prepared jointly by the Company and
               PTBC, including the transaction documents required in connection with the Merger.
            4. Approved and authorized, with the right of substitution, to the Company's Board of Directors to
               carry out all necessary actions in connection with the Merger, including but not limited to carrying
               out other actions necessary and/or required to carry out and resolve matters relating to the merger
               and in order to achieve the aims and objectives of the resolutions taken by Shareholders based on
               and as stated in this Shareholder Resolution, including actions authorized by the proxy and
               completing everything related to any or all of these matters, including, but not limited to, facing or
               appearing before a Notary to declare this Shareholder Resolution, providing, obtaining and/or
               receiving any information and/or documents, initialing and/or signing any documents, including
               amendments, changes, variations and additions regarding these documents, taking into account
               the Company's articles of association and applicable laws and regulations.
            5. Approved and authorized the Company's Board of Directors with the right of substitution to carry
               out any and all actions without exception in connection with matters relating to the Merger Plan
               including all amendments or additions thereto, taking into account the Company's articles of
               association and applicable laws and regulations.
            6. Approved and authorized the Company's Board of Directors with the right of substitution to amend
               the Merger Deed (if necessary), sign the Merger Deed including all amendments (if any) as well as
               other transaction documents related to the Merger, determine the time for signing the Merger Deed;
               as well as to carry out all necessary actions in connection with the Merger Deed, including to carry
               out the necessary things as contained in the Merger Deed, to appear before a Notary, submit a
               request for notification to the authorized party/official to obtain approval from the OJK, obtain
               approval and/or receipt of notification, including from the Minister of Law and Human Rights.
            7. Approved the implementation of the share buyback by the Company in order to fulfill the provisions
               of Article 62 of Law No. 40 of 2007 concerning Limited Liability Companies (as amended) in
               accordance with applicable laws and regulations and authorize the Company's Directors to
               determine procedures as well as terms and conditions for the repurchase of Company shares from
               Company shareholders who do not approve of the Merger and who have expressed their wishes
               to sell their shares in the Company in accordance with the provisions of applicable laws and
               regulations.
            8. Approved, if there is a cancellation of the proposed Merger, then authorize the Company's Board
               of Directors to make an announcement regarding the cancellation of the proposed Merger and take
               all necessary actions in accordance with the terms and conditions as intended in the Merger Plan
               and Merger Deed between the Company and PTBC.

            Second Agenda
                 Approve the update from time to time of the Resolution Plan which has been prepared in
                 accordance with PLPS No. 1 of 2021 and was submitted to LPS on 30 May 2024.

            Third Agenda
            1. Approved the amendment of the Company's Articles of Association in order to conform to several
               provisions in OJK Regulation No. 2 of 2024 concerning the Implementation of Sharia Governance
               for Sharia Commercial Banks and Sharia Business Units, and re-arrangement of the Company's
               Articles of Association.


OCBC Information Classification: Public
Page 4
            2. Authorized the Company’s Board of Directors to:
               - State the resolutions of the Meeting’s Agenda in the form of separate Notarial deed and to
                  perform all necessary actions in connection with the Meeting resolutions; and
               - Organize the approval and notification to the Minister of Law and Human Rights of the Republic
                  of Indonesia, to register and to announce the amendments to the Articles of Association, so
                  that the amendments to the Articles of Association are valid according to law, including to make
                  amendments or additions to the amendments to the provisions of this Articles of Association if
                  required by the authority and to perform everything which is needed and required by the
                  prevailing laws and regulations.

            Fourth Agenda
            1. Approved the appointment of Jaenal Effendi as the Syariah Supervisory Board of the Company,
               effective since the obtainment of approval from the Financial Supervisory Authority (OJK) until the
               closing of the Company’s Annual General Meeting of Shareholders in 2027.

                 Therefore, the composition of members of the Sharia Supervisory Board are as follows:
                  Chairman            : Muhammad Anwar Ibrahim;
                  Member              : Mohammad Bagus Teguh Perwira;
                  Member              : Jaenal Effendi *)
                    *) effective after obtaining OJK’s approval.

            2. Approved the delegation of the authority to the Company’s Board of Directors to set out the Meeting
               resolutions in a separate Notarial deed, to notify Ministry of Law and Human Rights Republic of
               Indonesia/the authorized agency, and as well as to take all necessary actions in accordance with
               the provisions of the prevailing laws and regulations in the Republic of Indonesia.



                                                Jakarta, 6 August 2024
                                               PT Bank OCBC NISP Tbk
                                                  Board of Directors




OCBC Information Classification: Public

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Names mentioned 19 people and organisations named in the text · linked when the evidence is strong

linked org BANK OCBC NISP TBK p.1 ×8
linked person Pramukti Surjaudaja p.1 ×2
linked person Na Wu p.1
linked person Jusuf Halim p.1
linked person Betti S. Alisjahbana p.1
linked person Parwati Surjaudaja p.1
linked person Martin Widjaja p.1
linked person Andrae Krishnawan W. p.1
linked person Johannes Husin p.1
linked person Joseph Chan Fook Onn p.1
linked person The Ka Jit p.1
linked person Lili S. Budiana p.1
linked person Lioe Fei Ling p.1
possible person Prof. Dr. Satrio p.1
unresolved org PT Bank Commonwealth. p.1 ×2
unresolved org PT Raya Saham Registra p.2
unresolved person Notary Fathiah Helmi p.2
unresolved org Minister of Law and Human Rights. p.3 ×2
unresolved org Ministry of Law and Human Rights Republic p.4

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