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20240711_NISP_Pemanggilan RUPS_31682846_lamp2.pdf

RUPS notice Text extracted NISP

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Page 1
                                    INVITATION OF
                 THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

          The Board of Directors of PT Bank OCBC NISP Tbk (the “Company”) hereby invites the Company’s
          shareholders to attend the Extraordinary General Meeting of Shareholders (the “Meeting”) to be held
          on:

                                          Day/Date    : Friday, 2 August 2024
                                          Time        : 10.00 a.m. Western Indonesian Time (”WIB”) - end
                                          Venue       : OCBC Tower, 23rd Floor
                                                        Jl. Prof. Dr. Satrio Kav. 25, Jakarta 12940
                                          Mechanism   : Physical and Electronic Meeting through the Electronic
                                                        General Meeting System application of KSEI (”eASY.KSEI”)

          Meeting Agenda:

          1. Approval of the Company's Merger Plan with PT Bank Commonwealth
             Explanation:
             The Company will propose to the Shareholders of the Company to approve the merger of PT Bank
             Commonwealth with the Company, where the Company will be the surviving company of the
             merger, including the proposal of the Merger Plan and Merger Deed concept. This agenda item
             must obtain approval of the Shareholders of the Company in the Meeting, as required under Article
             17 of OJK Regulation No. 74/POJK.04/2016 concerning Business Mergers or Business
             Consolidations of Public Companies in conjunction with Article 14 of OJK Regulation No.
             41/POJK.03/2019 concerning Merger, Consolidation, Acquisition, Integration and Conversion of
             Commercial Banks.

          2. Approval of Resolution Plan Update
             Explanation:
             The Company will propose to the Meeting to approve the Resolution Plan at any time as intended
             in Article 9 letter b of the Deposit Insurance Corporation Regulation No. 1 of 2021 concerning
             Resolution Plan for Commercial Banks ("PLPS 1/2021"), in connection with the corporate action in
             the form of the acquisition of PT Bank Commonwealth by the Company on 1 May 2024, therefore
             due to such corporate action, the Company has 2 (two) subsidiary companies, namely PT OCBC
             NISP Ventura and PT Bank Commonwealth since that date. This update from time to time requires
             approval from the General Meeting of Shareholders in accordance with Article 14 paragraph 2 of
             PLPS 1/2021.

          3. The Amendment of the Articles of Association of the Company
             Explanation:
             The Company will propose to the Meeting to approve 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
             ("POJK 2/2024").




OCBC Information Classification: Public
Page 2
          4. Changes in the Composition of the Company's Sharia Supervisory Board
             Explanation:
             The Company will propose the appointment of candidate of the Company’s Sharia Supervisory
             Board member pursuant to the recommendation of the Remuneration and Nomination Committee,
             to fulfil the provision of POJK 2/2024. The curriculum vitae of the proposed candidate of the
             Company’s Sharia Supervisory Board are available at the Company’s website www.ocbc.id.

          General Provisions:
          1. The announcement of the Meeting has been announced by the Company to the Shareholders of
             the Company on 11 June 2024.
          2. The Company will not send a separate invitation to the Shareholders and this invitation serves as
             the official invitation to the Shareholders of the Company.
          3. The Company’s Shareholders who are eligible to attend or be represented at the Meeting are the
             Company’ Shareholders whose names are listed on the Company’s Register of Shareholders on
             Wednesday, 10 July 2024 at 4.00 p.m. WIB.
          4. The eligible Shareholders may participate in the Meeting with the following mechanisms:
             a. attending the Meeting physically;
             b. attending the Meeting electronically or granting an electronic proxy (“e-Proxy”) through the
                 “eASY.KSEI” application https://akses.ksei.co.id; or
             c. granting a written letter of proxy using the power of attorney form that can be downloaded from
                 the Company’s website www.ocbc.id or contact PT Raya Saham Registra as the Company's
                 Securities Administration Bureau ("BAE"). The Power of Attorney form that has been completed
                 and signed by the shareholder, along with its supporting documents, must be submitted to the
                 Company no later than 1 August 2024 at 4.00 p.m. WIB via email to
                 corporate.secretariat@ocbc.id or delivered directly to PT Raya Saham Registra as the BAE
                 appointed by the Company at Plaza Sentral Building 2nd floor, Jl. Jend Sudirman Kav. 47-48
                 Jakarta 12930.
          5. The Shareholders can grant proxy electronically (e-Proxy) to the Independent Party appointed by
             the Company, i.e. representative of PT Raya Saham Registra as the Company's BAE through
             eASY.KSEI, with the following mechanisms:
             a. The Shareholders who are registered as users of the KSEI Securities Ownership Reference
                 (“AKSes KSEI”) may declare their attendance and either cast or change their votes
                 electronically, and grant e-Proxy through eASY.KSEI https://akses.ksei.co.id from the date of
                 this invitation until 1 August 2024 at 12.00 p.m. WIB.
             b. For:
                  (i) the Company’s Shareholders that have not declared their electronic attendance until the
                        deadline for attendance declaration as referred to in item 5 letter a above;
                  (ii) the Company’s Shareholders that have declared their electronic attendance but have not
                        cast their votes until the deadline for attendance declaration;
                  (iii) the Individual Representative, and the Independent Party appointed by the Company i.e.
                        the representative of PT Raya Saham Registra as the Company's BAE that has received
                        power of attorney from the Company's Shareholders but the Shareholders have not cast
                        their votes until the deadline for attendance declaration;
                  (iv) the KSEI Participants/Intermediaries (Custodian Banks or Securities Companies) that
                        have received powers of attorney from the Company's Shareholders that have cast their
                        votes through the eASY.KSEI application;
                  must conduct registration of attendance through the eASY.KSEI application on the date of the
                  Meeting from 08.00 to 09.45 a.m. WIB.



OCBC Information Classification: Public
Page 3
            c. Any delay or failure to complete the electronic attendance registration process for any reason
                will result in the Shareholders or their proxies not being permitted to electronically attend the
                Meeting and their share ownership not being taken into account in the attendance quorum.
         6. The Shareholders whose shares are not registered in KSEI collective custody or are in the form of
            script may provide the written letter of proxy using the power of attorney form that can be
            downloaded from the Company’s website www.ocbc.id and submitted to BAE at Plaza Sentral
            Building 2nd floor, Jl. Jend Sudirman Kav. 47-48 Jakarta 12930 at the latest 1 August 2024 at 4.00
            p.m. WIB, enclosed with a copy of the Identity Card (ID) or for shareholders in the form of a Legal
            Entity accompanied by the evidence of authority to represent a Legal Entity.
         7. Shareholders who are unable to attend the Meeting may be represented by their proxies by
            submitting a valid power of attorney in the form acceptable to the Board of Directors, provided that
            the power of attorney may be granted to members of the Board of Directors, Board of
            Commissioners, and the Company’s employees, but the votes they cast as proxies at the Meeting
            will not be counted in the ballot. The power of attorney form can be downloaded from the
            Company’s website and the original of the power of attorney should be submitted to the Company
            including copy of the ID of the authorizer and the attorney.
         8. The Shareholders or their proxies who will attend the Meeting physically are requested to submit a
            copy of their ID cards or any other proof of identity before entering the meeting room. Any
            Shareholders in the form of Legal Entities are requested to bring and submit a copy of their Articles
            of Association as well as the deeds of the latest composition of their management. Solely for
            holders of the Company’ shares in the collective custody, the Written Confirmation for the Meeting
            (KTUR) shall also be presented.
         9. The Shareholders or their proxies who will attend the Meeting physically may register from 08.00
            a.m. WIB and the registration will be closed at 9.45 a.m. WIB to ensure that the Meeting will start
            on time. The Shareholders or their proxies who arrive after the registration is closed will be
            considered as absent and therefore could not submit any suggestions and/or ask questions and
            cast votes at the Meeting.
        10. The Meeting Material is available in electronic form on the Company’s website www.ocbc.id from
            the date of the Invitation for the Meeting to the date of the Meeting. The Company does not provide
            hard copy material of the Meeting to shareholders at the time of the Meeting.



                                                 Jakarta, 11 July 2024
                                               PT Bank OCBC NISP Tbk
                                                The Board of Directors




OCBC Information Classification: Public

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Published11 Jul 2024
Pages3
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Names mentioned 7 people and organisations named in the text · linked when the evidence is strong

linked org Bank OCBC NISP Tbk p.1 ×5
linked org PT OCBC NISP Ventura p.1
possible person Prof. Dr. Satrio p.1
unresolved org PT Bank Commonwealth Explanation p.1
unresolved org PT Bank Commonwealth p.1 ×3
unresolved org Deposit Insurance Corporation p.1
unresolved org PT Raya Saham Registra p.2 ×4

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