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20240625_BABP_Ringkasan Risalah//Risalah RUPS_31674566_lamp4.pdf
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ANNOUNCEMENT OF SUMMARY OF MINUTES OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS
AND
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
PT BANK MNC INTERNASIONAL Tbk
The Board of Directors of PT Bank MNC Internasional Tbk (the “Company”), hereby announces
to the Shareholders that the Company has convened the Annual General Meeting of
Shareholders (the “AGMS”) and Extraordinary General Meeting Of Shareholders (the “EGMS”)
(the “Meeting”) on Friday, dated 21 June 2024, AGMS at 09.43 WIB to 10.31 WIB and EGMS
at 10.50 WIB to 11.10 WIB, located at iNews Building 3rd Floor, Jl. Kebon Sirih No.17-19,
Central Jakarta 10340.
In relation to the Meeting, the Board of Directors of the Company has conducted the following
disclosures:
1. Notice the Meeting plan to the Indonesia Financial Services Authority (“OJK”) and
Indonesia Stock Exchange (“IDX”) respectively on 6 May 2024;
2. Notice to the Shareholders on 15 May 2024 in accordance with Article 14 juncto 52
paragraph 1 POJK No.15/2020.
3. Information Disclosure of the Company's Shareholders regarding the Plan of Capital
Increase without Pre-emptive Rights (“PMTHMETD”) which have been announced
through the IDX website and the Company's website, namely www.mncbank.co.id on 15
May 2024.
4. Announcement to the Company's Shareholders on 30 May 2024 in accordance with Article
17 juncto 52 paragraph 1 POJK No.15/2020.
5. Amendment and/or Restatement of Information Disclosure to Shareholders regarding the
Company's Plan to Increase Capital Without Pre-emptive Rights (“PMTHMETD”), each of
which has been announced through the IDX website and the Company's website, namely
www.mncbank.co.id on 19 June 2024.
The Meeting was chaired by Mr. Ponky Nayarana Pudijanto, President Commissioner
(Independent) of the Company, in accordance with Articles of Association of the Company
and resolution letter of the Board of Commissioners.
Members of the Board of Commissioners and members of the Board of Directors who
attended the Meeting :
BOARD OF COMMISSIONERS
President Commissioner (Independent) : Mr. Ponky Nayarana Pudijanto
Commissioner : Mr. Peter Fajar
Commissioner Independent : Mr. Frederikus P. Weoseke
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BOARD OF DIRECTORS
President Director : Mrs. Rita Montagna Siahaan
Vice PresidentDirector : Mr. Denny Setiawan Hanubrata
Director : Mr. Hermawan
SHAREHOLDERS
1. The number of shareholders and/or their legitimate proxies who attended the AGMS
representing 38,806,937,813 shares or 87.287% of the total share with valid voting rights
that have been issued by the company, totaling 44,458,997,354 shares, in accordance to
the shareholders registry as of 29 May 2024 at least by 16.00 WIB.
2. The number of Independent Shareholders and/or their legitimate proxies of Independent
Shareholders who attend the EGMS representing 10,172,788,359 shares or 64.97893% of
the total shares owned by Independent Shareholders of 15,655,519,150 shares, in
accordance with the shareholders registry as of 29 May 2024 at least by 16.00 WIB.
The Meeting was convened with the following agendas :
THE AGENDAS OF THE AGMS
1. The Annual Report of the Board of Directors and the Supervisory Report of the Board of
Commissioners for financial year ended on 31 December 2023.
2. Approval and ratification of the Company’s Financial Report for the financial year ended
on 31 December 2023, and the granting release and discharge the responsibility of all
members of the Board of Commissioners and the Board of Directors of the Company for
their supervision and management during the financial year ended on 31 December 2023
(acquit et de charge).
3. Approval of the Company’s profit utilization for the Financial Year ended on 31 December
2023.
4. Report on Company’s Sustainable Finance Action Plan.
5. The appointment of Registered Public Accountant to audit Company’s Financial Statement
for the Financial Year ended on 31 December 2024.
6. Approval of changes in the Company’s management.
7. Submission of the realization of proceeds usage from Rights Issue X and Series V Warrants
of the Company.
THE AGENDAS OF THE EGMS
Approval of Capital Increase of the Company without Pre-emptive Right Procedure as many
as 10% of the Company's paid-up capital in accordance with the provisions and regulations of
the capital market, especially the Financial Services Authority Regulation Number
14/POJK.04/2019 concerning Amendments to Financial Services Authority Regulation
Number 32/POJK.04/2015 concerning Capital Increase in Public Company with Pre-Emptive
Right.
MEETING RESOLUTION MECHANISM
Meeting resolutions were resolved on an amicable deliberation to each a mutual consensus.
In the event that the resolutions based on amicable deliberation failed to be reached, the
resolutions were resolved by voting.
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INDEPENDENT PARTY FOR VOTE COUNTING
The Company has appointed independent parties, which are Aulia Taufani, S.H., as Public
Notary and PT BSR Indonesia as securities administration bureau to calculate and validate the
votes.
MEETING RESOLUTION
THE AGMS
FIRST AGENDA OF MEETING
- Meeting provides an opportunity for shareholders and/or proxy of shareholders to ask
questions and/or provide opinions related to the First Agenda of Meeting.
- On the occasion of question and answer there was no question or opinion submitted by
the Shareholder or Shareholder proxy/representative’s attorney who attended.
- Decision-making is conducted by voting verbally and through the eASY.KSEI.
- The results of the vote are as follows:
a. The Shareholders and/or the proxy of the Shareholders that voted blank on the proposal
of the First Agenda of Meeting present 277,480 shares or 0.000715% from all
Shareholders who attended the Meeting.
b. There is no shareholder and/or the proxy of the shareholders who states that they
disagree.
c. The Shareholders and/or the proxy of the Shareholders that voted approve on the
proposal of the First Agenda of Meeting present 38,806,660,333 shares or 99.999285%
from all Shareholders who attended the Meeting.
In Accordance with Article 12 Paragraph 17 Articles of Association of the Company, that
the blank vote is considered to have issued the same vote as the majority vote of the
Shareholders who issued the vote, therefore the number of votes approved was present
38,806,937,813 shares or 100% from all the votes issued legally in the Meeting decided to
approve the proposed decision of the First Agenda of Meeting.
- Decision of the First Agenda of Meeting is as follows:
Approved and accepted the Company’s Annual Report of the Board of Directors, including
Sustainability Report and Supervisory Report of the Board of Commissioners for the
financial year ended 31 December 2023.
SECOND AGENDA OF MEETING
- Meeting provides an opportunity for shareholders and/or proxy of shareholders to ask
questions and/or provide opinions related to the Second Agenda of Meeting.
- On the occasion of question and answer there was no question or opinion submitted by
the Shareholder or Shareholder proxy/representative’s attorney who attended.
- Decision-making is conducted by voting verbally and through the eASY.KSEI.
- The results of the vote are as follows:
a. The Shareholders and/or the proxy of the Shareholders that voted blank on the proposal
of the Second Agenda of Meeting present 277,480 shares or 0.000715% from all
Shareholders who attended the Meeting.
b. There is no shareholder and/or the proxy of the shareholders who states that they
disagree.
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c. The Shareholders and/or the proxy of the Shareholders that voted approve on the
proposal of the Second Agenda of Meeting present 38,806,660,333 shares or
99.999285% from all Shareholders who attended the Meeting.
In accordance with Article 12 Paragraph 17 Articles of Association of the Company, that
the blank vote is considered to have issued the same vote as the majority vote of the
Shareholders who issued the vote, therefore the number of votes approved was present
38,806,937,813 shares or 100% from all the votes issued legally in the Meeting decided to
approve the proposed decision of the Second Agenda of Meeting.
- Decision of the Second Agenda of Meeting is as follows:
Approved and ratified the Company’s Financial Statements year ended on 31 December
2023, as well as providing release and discharge from full responsibility (acquit et de
charge) to the Board of Commissioners of the Company on the supervisory and the Board
of the Directors of the Company on the management they did in the financial year ended
on 31 December 2023, to the extant such actions are reflected in the Annual Report and
Financial Statement for the financial year 2023 and does not conflict with the applicable
laws and regulations.
THIRD AGENDA OF MEETING
- Meeting provides an opportunity for shareholders and/or proxy of shareholders to ask
questions and/or provide opinions related to the Third Agenda of Meeting.
- On the occasion of question and answer there was no question or opinion submitted by
the Shareholder and/or proxy of Shareholder who attended.
- Decision-making is conducted by voting verbally and through the eASY.KSEI.
- The results of the vote are as follows:
a. The Shareholders and/or the proxy of the Shareholders that voted blank on the proposal
of the Third Agenda of Meeting present 261,100 shares or 0.000673% from all
Shareholders who attended the Meeting.
b. The Shareholders and/or the proxy of the Shareholders that voted reject on the
proposal of the Third Agenda of Meeting present 16,380 shares or 0.000042% from all
Shareholders who attended the Meeting.
c. The Shareholders and/or the proxy of the Shareholders that voted approve on the
proposal of the Third Agenda of Meeting present 38,806,660,333 shares or 99.999285%
from all Shareholders who attended the Meeting.
In Accordance with Article 12 Paragraph 17 Articles of Association of the Company, that
the blank vote is considered to have issued the same vote as the majority vote of the
Shareholders who issued the vote, therefore the number of votes approved was present
38,806,921,433 shares or 99.999958% from all the votes issued legally in the Meeting.
- Decision of the Third Agenda of Meeting is as follows:
Approved not to distribute dividends for the financial year ended 31 December 2023 and
all of them will be recorded as retained earnings of the Company to strengthen the
Company’s capital.
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FOURTH AGENDA OF MEETING
- The Fourth Agenda of Meeting is only a reporting, therefore no question-and-answer
session or decision making.
- The presentation of the Fourth Agenda of Meeting is as follows:
The Company realizes the importance of sustainable financial management by prioritizing
the application of the triple bottom line principle in the bank’s business activities, namely
people, profit and planet, where social, economic and environmental aspects are 3
subjects that must work in harmony. MNC Bank’s commitment to sustainable finance is
stated in the Sustainable Finance Action Plan (“RAKB”) which contains plans for
implementing long-term sustainable finance from 2024 to 2028. This RAKB is a follow-up
plan after the application in 2023. The Company’s Sustainable Finance Action Plan in 2024,
namely:
1. Bank Internal Capacity Development.
Preparation of Human Resources who understand and are able to apply sustainable
financial principles. Continuing the stage of providing socialization and training to
relevant employees.
2. Risk Management, Governance.
Continuing to carry out assessments of debtors based on the criteria in the Indonesian
Green Taxonomy.
3. Develop sustainable financial products and/or services.
We will gradually develop existing products and services, diversify and increase the
financing portfolio for projects that are in line with the implementation of sustainable
finance.
4. Carry out Social and Environmental Responsibility and other supporting activities.
Implementing programs in line with RAKB including Corporate Social Responsibilites
(“CSR”) activities, education and sustainable financial literacy including the
implementation of Corporate Culture and other supporting activities, adapted to
methods that apply to the situation and conditions in interacting in society.
FIFTH AGENDA OF MEETING
- Meeting provides an opportunity for shareholders and/or proxy of shareholders to ask
questions and/or provide opinions related to the Fifth Agenda of Meeting.
- On the occasion of question and answer there was no question or opinion submitted by
the Shareholder and/or proxy of Shareholder who attended.
- Decision-making is conducted by voting verbally and through the eASY.KSEI.
- The results of the vote are as follows:
a. The Shareholders and/or the proxy of the Shareholders that voted blank on the
proposed of the Fifth Agenda of Meeting present 261,100 shares or 0.000673% from
all Shareholders who attended the Meeting.
b. There is no shareholder and/or the proxy of the shareholders who states that they
disagree.
c. The Shareholders and/or the proxy of the Shareholders that voted approve on the
proposed of the Fifth Agenda of Meeting present 38,806,676,713 shares or
99.999327% from all Shareholders who attended the Meeting.
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In Accordance with Article 12 Paragraph 17 Articles of Association of the Company, that
the blank vote is considered to have issued the same vote as the majority vote of the
Shareholders who issued the vote, therefore the number of votes approved was present
38,806,937,813 shares or 100% from all the votes issued legally in the Meeting.
- Decision of the Fifth Agenda of Meeting is as follows:
Approve to give power and authority to the Board of Commissioners to appoint a
Registered Independent Public Accountant Office and/or Public Accountant to audit the
Company’s financial statements for the fiscal year ending 31 December 2024 and to
determine the honorarium of the Independent Public Accountant Office dan/or Public
Accountant and other terms of appointment, considering the proposals and
recommendation of the Company’s Audit Committee.
SIXTH AGENDA OF MEETING
- Meeting provides an opportunity for shareholders and/or proxy of shareholders to ask
questions and/or provide opinions related to the Sixth Agenda of the Meeting.
- On the occasion of question and answer there was no question or opinion submitted by
the Shareholder and/or proxy of Shareholder who attended.
- Decision-making is conducted by voting verbally and through the eASY.KSEI.
- The results of the vote are as follows:
a. The Shareholders and/or the proxy of the Shareholders that voted blank on the
proposed of the Sixth Agenda of Meeting present 261,100 shares or 0.000673% from
all Shareholders who attended the Meeting.
b. The Shareholders and/or the proxy of the Shareholders that voted reject on the
proposed of the Sixth Agenda of Meeting present 16,178,000 shares or 0.041688%
from all Shareholders who attended the Meeting.
c. The Shareholders and/or the proxy of the Shareholders that voted approve on the
proposed of the Sixth Agenda of Meeting present 38,790,498,713 shares or
99.957639% from all Shareholders who attended the Meeting.
In Accordance with Article 12 Paragraph 17 Articles of Association of the Company, that
the blank vote is considered to have issued the same vote as the majority vote of the
Shareholders who issued the vote, therefore the number of votes approved was present
38,790,759,813 shares or 99.958312% from all the votes issued legally in the Meeting.
- Decision of the Sixth Agenda of Meeting is as follows:
1. Acceptance and approval the resignation of Mr. Mahdan from his position as
Commissioner of the Company effective as of 14 February 2024 and give the highest
appreciation for his dedication and services to the Company during his terms of service
as well as providing full settlement and release of responsibility for all management
and supervisory actions that He has carried out (acquit et de charge) to the extent that
these actions are reflected in the Annual Report and Financial Statements of the
Company.
2. To approve the reappointment of all members of the Board of Commissioners of the
Company for a period from the closing date of this Meeting until the closing of the 3 rd
Annual General Meeting of Shareholders of the Company to be held in 2027, without
prejudice to the right of the General Meeting of Shareholders to terminate it at any
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time in accordance with Article 119 juncto Article 105 paragraph 1 of the Company
Law.
3. Cancelling the appointment of Mr. Thomas Hartono Tulus as Vice President Director
of the Company which was decided at the EGMS on 4 October 2022. The other
decisions decided at the EGMS on 4 October 2022 remain in effect.
4. Approved the appointment of Mr. Aris Palembangan as the new Director dan
Mr. Zainudin Samaludin as the new Compliance Director of the Company, with the
term of office that will be effective from the date stipulated in the approval letter from
the Financial Services Authority on Fit and Proprer Test and/or the fulfillment of the
requirements stipulated in the letter of the Financial Services Authority.
5. In connection with the above-mentioned decision, the composition of the Board of
Commissioners and Board of Directors of the Company shall be as follows:
BOARD OF COMMISSIONERS
President Commissioner (Independent) : Mr. Ponky Nayarana Pudijanto
Commissioner : Mr. Peter Fajar
Commissioner Independent : Mr. Frederikus P. Weoseke
BOARD OF DIRECTORS
President Director : Mrs. Rita Montagna Siahaan
Vice Presdient Director : Mr. Denny Setiawan Hanubrata
Director : Mr. Hermawan
Director : Mr. Aris Palembangan
Compliance Director : Mr. Zainudin Samaludin
Provided that the appointment of Mr. Aris Palembangan as Director and Mr. Zainudin
Samaludin as Compliance Director are effective from the date specified in the approval
letter from the Financial Services Authority for the Fit and Proper Test and/or the
fulfillment of the stipulated requirements in Financial Services Authority letter.
The term of office of the new Board of Director will follow the remaining term of office
of the current Board of Directors, which is until the closing of the Company's AGMS
which will be held in 2025 without prejudice to the right of the General Meeting of
Shareholders to dismiss them at any time in accordance with the provisions of Article
105 paragraph 1 of the Company Law.
6. Granting authority to the Board of Directors of the Company to determine the duties
and authorities for each member of the Board of Directors of the Company.
7. Granting authority to the Board of Commissioners by considering the
recommendations of the Company's Remuneration and Nomination Committee to
determine the salaries and allowances for members of the Board of Commissioners
and Board of Directors of the Company.
8. Providing power and authority with substitution rights to the Board of Directors of the
Company for take any action in connection with the change in the composition of the
Board of Commissioners and of the Board of Directors of the Company above,
including but not limited to making or requesting to be made as well to sign all deeds
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related to it and to register the composition of members The Board of Commissioners
and the Board of Directors of the Company in the Company Register.
SEVENTH AGENDA OF MEETING
- The Seventh Agenda Meeting is only a report, therefore no question-and-answer session
or decision making.
- The presentation of the Seventh Agenda of Meeting is as follows:
In 2023 the Company has carried out Limited Public Offering X of 2023 (“PUT X”). In
accordance with the applicable provisions concerning Realization Reports on the Use of
Proceeds from a Public Offering, the Company is obliged to submit reports on the
realization of the use of proceeds from PUT X and Series IV Warrants as a form of
accountability, namely as follows:
Reports on the realization of the use of proceeds from PUT X and Series IV Warrants have
been submitted by the Company to the Financial Services Authority with Letter Number
193/MNCB/DIR/V/2024 dated 17 May 2024.
The proceeds of PUT X amounted to IDR 802,487,559,375 with the realization that all of
the funds were used for Lending.
Issuance Fee IDR 1,727,146,465 with the following details:
Capital Market Supporting Professional Services Fee IDR 704,850,000
Capital Market Supporting Institutions Fee IDR 83,250,000
Registration Fee for Public Offering IDR 675,183,265
Other costs IDR 263,863,200
The Conversion Result Report for Series IV Warrants are as follows:
1. Series IV Warrants
- Issuance Date : 22 June 2018
- Warrant Expiration Date : 20 June 2023
- Total securities issued : 273,580,271
- Converted securities : 267,891,989 or IDR 26,789,198,900
- Total securities not yet converted : 5,688,282
THE EGMS
AGENDA OF MEETING
- Meeting provides an opportunity for shareholders and/or proxy of shareholders to ask
questions and/or provide opinions related to the Agenda of the Meeting.
- On the occasion of question and answer there was no question or opinion submitted by
the Shareholder and/or proxy of Shareholder who attended.
- Decision-making is conducted by voting verbally and through the eASY.KSEI.
- That the results of the vote are as follows:
a. The Independent Shareholders and/or the proxy of the Independent Shareholders
that voted blank on the proposed of the Agenda of Meeting present 261,100 shares
or 0.00167% of the total shares owned by independent shareholders.
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b. The Independent Shareholders and/or the proxy of the Independent Shareholders
that voted reject on the proposed of the Agenda of Meeting present 3,099,380 shares
or 0.01980% of the total shares owned by independent shareholders.
c. The Independent Shareholders and/or the proxy of the Independent Shareholders
that voted approve on the proposed of the Agenda of Meeting present 10,169,427,879
shares or 64.95746% of the total shares owned by independent shareholders.
In Accordance with Article 12 Paragraph 17 Articles of Association of the Company, that
the blank vote is considered to have issued the same vote as the majority vote of the
Independent Shareholders who issued the vote, therefore the number of votes approved
was present 10,169,588,979 shares or 64.95913% of the total shares owned by
independent shareholders.
- Decision of the Agenda of Meeting is as follows:
1. Approved to increase of the Company's capital through the mechanism of without the
Pre-emptive Rights as many as 4,445,899,735 series B shares with a nominal value of
Rp50,00 per share or as many as 10% of all fully paid-up shares in the Company, by
considering the provisions of the laws and regulations applicable in the field of capital
market, especially the Regulation of the Financial Services Authority Number 14/2019
concerning Amendments to Financial Services Authority Regulation Number
32/POJK.04/2015 concerning Capital Increase in Public Company with Pre-Emptive
Right.
2. Approved the granting of authority and power to the Board of Commissioners of the
Company to issue new shares of the Company in relation to the implementation of
additional capital of the Company without Pre-emptive Rights.
3. Approved the granting of authority and power to the Board of Directors of the
Company with the approval of the Board of Commissioners for the implementation of
the capital increase without Pre-emptive Rights mentioned above, including but not
limited to determining the price for the implementation of the capital increase
without Pre-emptive Rights which is considered good by the Board of Directors , make
and/or request that all documents related to the capital increase as well as request
approval and/or report and register the necessary to the competent authorities
related to the increase in capital without Pre-emptive Rights, one thing or another
without any exceptions by remembering provisions of applicable laws and regulations
including regulations in the Capital Market sector.
4. To authorize the Company's Board of Commissioners to state the actual number of
shares that have been issued in connection with the implementation of the capital
increase without Pre-emptive Rights.
Jakarta, 25 June 2024
PT Bank MNC Internasional Tbk
Board of Director
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ANNOUNCEMENT OF
RATIFICATION OF GMS ON FINANCIAL STATEMENTS FOR FISCAL YEAR 2023
PT BANK MNC INTERNASIONAL TBK
The Board of Directors of PT Bank MNC Internasional Tbk (hereinafter referred to as the
"Company") is domiciled in Jakarta in order to comply with article 68 paragraph (4) of Law
Number 40 of 2007 concerning Limited Liability Companies, hereby announces that the
Company's financial statements for fiscal year 2023 that have been audited by the Public
Accounting Firm Kanaka Puradiredja, Suhartono, which has been published on 28 March
2024 have been ratified in the Company's Annual General Meeting of Shareholders held on
Friday, 21 June 2024 with no changes or notes.
Jakarta, 25 June 2024
PT Bank MNC Internasional Tbk
Board of Director
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Names mentioned 18 people and organisations named in the text · linked when the evidence is strong
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org
Financial Services Authority
p.1 ×10
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org
Indonesia Stock Exchange
p.1
unresolved
person
Peter Fajar Commissioner Independent
p.1 ×4
unresolved
person
Rita Montagna Siahaan Vice PresidentDirector
p.2 ×3
unresolved
person
Hermawan SHAREHOLDERS
p.2
unresolved
person
Aulia Taufani
p.3
unresolved
org
PT BSR Indonesia
p.3
unresolved
person
Thomas Hartono Tulus
· Vice President Director
p.7
unresolved
person
Rita Montagna Siahaan Vice Presdient
p.7
unresolved
person
Aris Palembangan Compliance
· Director
p.7 ×3
unresolved
person
Zainudin Samaludin Provided
p.7 ×3
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