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20240806_NISP_Ringkasan Risalah//Risalah RUPS_31691909_lamp2.pdf
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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
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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
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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
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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
Names mentioned 19 people and organisations named in the text · linked when the evidence is strong
unresolved
org
PT Bank Commonwealth.
p.1 ×2
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org
PT Raya Saham Registra
p.2
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person
Notary Fathiah Helmi
p.2
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Minister of Law and Human Rights.
p.3 ×2
unresolved
org
Ministry of Law and Human Rights Republic
p.4
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