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ANNOUNCEMENT
SUMMARY OF ANNUAL GENERAL MEETING OF SHAREHOLDERS (AGMS)
PT BANK KB BUKOPIN TBK
The Board of Directors of PT Bank KB Bukopin Tbk (hereinafter reffered to as the “Company”)
domicilied in Jakarta, hereby notifies that the Annual General Meeting of Shareholders
(hereinafter reffered to as the “Meeting”) has been held on:
Day,Date : Wednesday, June, 28th 2024
Time : 08.45 WIB - 10.20 WIB
Tempat : Hotel Best Western Premier The Hive
Dorsata 1-2 Meeting Room Lantai 3
Jalan DI. Panjaitan Kav. 3-4, Jakarta Timur
The meeting was held offline and online in accordance with Financial Services Authority
Regulation (“POJK”) Number 15/POJK.04/2020 of 2020 concering the Plan and
Organizing of the General Meeting of Shareholders of a Public Company and POJK
Number 16/POJK.04/2020 of 2020 concering of Implementation Electronic General
Meeting of Shareholders of Public Companies, attended by Members of the Board of
Commissioners, Members of Directors of the Company, Notaries, and Supporting
Professional Institiution.
I. The presence of the Company Board of Commissioners and Directors
The meeting was chaired by Mr. Jerry Marmen as President Commissioner, who was
appointed by the Board of Commissioner Meeting on June 24, 2024, No.
137/DKOM/VI/2024, and was attended by the following members of the Board of
Commissioners and members of the Directors of the Company, as follows:
Board of Commissioners
1. President Commissioner : Jerry Marmen
2. Deputy President Commissioner : Seng Hyup Shin*
3. Commissioner : Nanang Supriyatno
4. Independent Commissioner : Tippy Joesoef
5. Independent Commissioner : Hae Wang Lee*
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6. Independent Commissioner : Stephen Liestyo
7. Independent Commissioner : Sukriansyah S. Latief*
8. Independent Commissioner : Eugene Keith Galbraith*
Directors
1. President Director : Woo Yeul Lee
2. Vice President Director : Robby Mondong
3. Director : Helmi Fahrudin
4. Director : Dodi Widjajanto
5. Director : Henry Sawali
6. Director : Young Eun Moon*
7. Director : Jung Ho Han
8. Director : Jang Hyuk Im
*) present via teleconference
II. Quorum of Attendance of Shareholders
The meeting was attended by Shareholders and/or Shareholders' Proxy/Deputies who
all represented 160,973,246,476 (one hundred sixty billion nine hundred seventy three
million two hundred forty six thousand four hundred seventy six) shares or constituting
85,6753176% (eighty five point six seven five three one seven six percent) votes of the
total number of shares with valid voting rights issued by the Company up to the day of
the Meeting, namely a total of 187,887,539,870 (one hundred eighty seven billion eight
hundred eighty seven million five hundred thirty nine thousand eight hundred and
seventy), based on the Attendance List received from PT Datindo Entrycom as the
Company's Share Registrar, therefore the provisions regarding the attendance quorum
at the Meeting are in accordance with the provisions of the applicable laws and
regulations.
III. Meeting Agenda
The Meeting was held with the Meeting Agenda, namely :
1. Approval of the Company's Annual Report including the Supervisory Duties Report
that have been carried out by the Board of Commissioners for the Financial Year 2023
and ratification of the Consolidated Financial Statements for the Financial Year 2023,
as well as granting full release and discharge of responsibilities (acquit et de charge)
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to the Board of Commissioners and Board of Directors of the Company for the
supervisory and management actions that have been carried out in the Financial Year
2023..
2. Appointment of a Public Accountant and/or Public Accounting Firm to Audit the
Company's Financial Report for the 2024 Financial Year along with determining the
honorarium.
3. Approval of the determination of the honorarium, salary and / or allowances for the
Board of Commissioners and Directors of the Company for the Financial Year 2024.
4. Report for the Realization of the Use of Limited Public Offering.
5. Approval of Amendments to the Company’s Articles of Association.
6. Approval of Changes in the Composition of the Company’s Management.
IV. Question and Answer Session
In Connection with the Meeting Agenda, the Shareholders and/or their Proxies/Deputy
Shareholders who were present were given the opportunity to ask questions and/or
provide opinions in the discussed Meeting Agenda.
During the session of the Meeting Agenda, there is no question from Shareholder
and/or Proxy/Representative was raised.
V. Decision Making Mechanism
Shareholders who disagree and abstain are requested to raise their hands, and hand
over their ballots, while the rest are not raising hand is agreeing.
In accordance with the provisions of Article 13 paragraph (11) of the Company's
Articles of Association, Shareholders with valid voting rights who are present at the
Meeting but do not cast a vote (abstention) is deemed to cast the same vote as the
majority of the Shareholders' votes Voting shares.
In each discussion of the Meeting Agenda, an opportunity will be given to Shareholders
and/or Proxies/Representatives of Shareholders to submit questions or opinions,
Shareholders who attend offline can fill out the question form that has been provided
by the committee, and for the Shareholders who attend online can provide questions
or opinion in the eASY.KSEI 'Electronic Option' column.
The Chair of the Meeting will read the questions and ask the Directors and/or related
parties to submit answers and/or responses to the questions.
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VI. Meeting Resolution
First Meeting Agenda
1. Approve and accept the Company's Annual Report including the Supervisory Task
Report that has been implemented by the Board of Commissioners for the Financial Year
ended December 31, 2023 and ratify the Consolidated Financial Statements for the
Financial Year ended December 31, 2023 which has been audited by the Public
Accounting Firm Mirawati Sensi Idris, and Partners, in accordance with Report No.
00388/3.0478/AU.1/07/1671-3/1/V/2024 dated May 20, 2024 with a Fair Opinion in All
Matters Material, financial position of PT Bank KB Bukopin, Tbk and its subsidiaries as
at December 31, 2023 as well as financial performance and consolidated cash flows for
the year ended on that date, in accordance with Financial Accounting Standards in
Indonesia.
2. Provide acquit et decharge to the Board of Commissioners and the Company's Board of
Directors for the supervision and management actions that have been carried out during
the financial year ended December 31, 2023, to the extent that such actions do not
constitute criminal offenses and such actions are reflected in the Company's Annual
Report and Consolidated Financial Statements for the financial year ended December
31, 2023.
The recapitulation of vote count in connection with the First Agenda of the Meeting is
as follows:
Ammount (shares) Precentage
Voices Present 160,973,246,476 100.0000000%
Disagree vote 300 0.0000002%
Abstain vote 8,423 0.0000052%
Agree vote 160,973,237,753 99.9999946%
Total vote agre 160,973,246,176 99.9999998%
Second Meeting Agenda
1. Appointed Approved to delegate authority to the Board of Commissioners of the
Company to appoint a Public Accountant and/or a Public Accounting Firm to conduct
an Audit of the Company's Consolidated Financial Statements for the financial Year
2024 and/or other periods in the financial Year 2024 for the Company's purposes and
interests.
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2. Approve the granting of authority and power of attorney to the Board of Commissioners
of the Company to determine the amount of audit service remuneration, additional
scope of work required and other reasonable requirements for the Public Accountant
and/or Public Accounting Firm.
3. To authorize and authorize the Board of Commissioners of the Company to appoint a
substitute Public Accountant and/or Public Accounting Firm in the event that the Public
Accountant and/or the designated Public Accounting Firm for any reason is unable to
complete the audit of the Company's and its subsidiaries' Consolidated Financial
Statements for the Financial Year 2024, including determining audit service fees and
other requirements for the replacement Public Accounting Firm.
The recapitulation of vote count in connection with the Second Agenda of the
Meeting is as follows :
Ammount (shares) Precentage
Voices Present 160.973.246.476 100,0000000%
Disagree vote 2.059.978 0,0012797%
Abstain vote 8.623 0,0000054%
Agree vote 160.971.117.875 99,9987149%
Total vote agre 160.973.186.498 99,9987203%
Third Meeting Agenda
Agreed to delegate authority to the Board of Commissioners of the Company to determine
the remuneration package for Members of the Board of Commissioners of the Company
and the Board of Directors of the Company with a total maximum amount of
Rp20,000,000,000 (twenty billion rupiah) per financial year for all members of the Board
of Commissioners and with a total maximum amount of Rp89,000,000,000 (eighty-nine
billion rupiah) per financial year for all members of the Board of Directors whose allocation
is delegated to The Board of Commissioners by considering the Company's performance
and financial condition as well as the recommendations of the Remuneration and
Nomination Committee.
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The recapitulation of vote count in connection with the Third Agenda of the Meeting
is as follows:
Ammount (shares)
Precentage
Voices Present 160.973.246.476 100,0000000%
Disagree vote 318.300 0,0001977%
Abstain vote 8.423 0,0000052%
Agree vote 160.972.919.753 99,9997970%
Total vote agre 160.972.928.176 99,9998023%
Fourth Meeting Agenda
Considering the Fourth Agenda of the Meeting was only a report, no decision was made.
Fifth Meeting Agenda
1. Approved the amendment of the Company's Articles of Association in the context of
adjustment with the Financial Services Authority Regulation Number 17 of 2023
concerning the Determination of Governance for Commercial Banks and based on
proposals from Shareholders.
2. To authorize and authorize the Board of Directors of the Company with the right of
substitution to rearrange all provisions of the Company's Articles of Association and
take all actions in connection with matters related to the amendment of this Articles
of Association by taking into account the Company's Articles of Association and the
applicable laws and regulations and declaring the resolution of the Meeting in a
separate official deed before a Notary including but not limited to obtaining approval
from the and/or notify the results of the meeting to the Minister of Law and Human
Rights.
The recapitulation of vote count in connection with the Fifth Agenda of the Meeting
is as follows:
Ammount (shares)
Precentage
Voices Present 160.973.246.476 100,0000000%
Disagree vote 3.323.103.224 2,0643823%
Abstain vote 8.823 0,0000055%
Agree vote 157.650.134.429 97,9356122%
Total vote agre 157.650.143.252 97,9356177%
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Fifth Meeting Agenda 1. Respectfully accepting the resignation of Mr. Eugene K. Galbraith as Independent Commissioner and end the term of office of Mr. Sukriansyah S. Latief, as Independent Commissioner effective from the Closing of the Meeting, accompanied by the highest gratitude and appreciation for all services and devotion that have been given to the Company. 2. Approved the re-appointment of Mr. Jerry Marmen as President Commissioner and Mr. Stephen Liestyo as Independent Commissioner of the Company, for a period of 3 (three) years from the closing of the Meeting until the closing of the Annual General Meeting of Shareholders 2027. 3. Respectfully accepting the resignation of Mr. Young Eun Moon as Director of the Company and Mr. Yohanes Suhardi as Director of the Company, effective from the closing of the Meeting, accompanied by the highest gratitude and appreciation for all the services and devotion that have been given to the Company. 4. Approved the re-appointment of Mr. Robby Mondong as Vice President Director of the Company and Mr. Henry Sawali as Director of the Company, for a period of 3 (three) years from the closing of the Meeting until the closing of the Annual General Meeting of Shareholders 2027. 5. Furthermore, the composition of the Board of Commissioners and the Board of Directors of the Company is as follows: Board of Commissioners President Commissioner : Jerry Marmen Deputy President Commissioner : Seng Hyup Shin* Commissioner : Nanang Supriyatno Independent Commissioner : Stephen Liestyo Independent Commissioner : Tippy Joesoef Independent Commissioner : Hae Wang Lee Board of Directors President Director : Woo Yeul Lee Vice President Director : Robby Mondong Director : Dodi Widjajanto Director : Henry Sawali Director : Jung Ho Han Director : Jang Hyuk Im* Director : Helmi Fahrudin
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*) Provided that Mr. Seng Hyup Shin and Mr. Jang Hyuk Im are effective from the date
determined by the Company after fulfilling all the requirements stipulated in the POJK Number
27/POJK.03/2016 concerning Assessment of Ability and Propriety for Main Parties of Financial
Services Institutions, POJK Number 37/POJK.03/2017 concerning the Utilization of Foreign
Workers and Knowledge Transfer Programs in the Banking Sector and/or other applicable laws
and regulations.
6. Authorizing the Board of Directors with the right of substitution, to declare the
resolution of the Meeting in connection with the change in the composition of the
Board of Commissioners and the Board of Directors of the Company, with a separate
official deed before a Notary including but not limited to notifying the results of the
decision of the Meeting to the Minister of Law and Human Rights.
7. Authorize the Board of Commissioners to determine the division of duties and authority
of each member of the Board of Directors based on Article 15 paragraph (9) of the
Company's Articles of Association.
Jakarta, June, 28th, 2024
PT Bank KB Bukopin Tbk
Directors of the Company
Names mentioned 22 people and organisations named in the text · linked when the evidence is strong
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Financial Services Authority
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PT Datindo Entrycom
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Minister of Law and Human Rights.
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