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20240621_BNBA_Ringkasan Risalah//Risalah RUPS_31663835_lamp4.pdf
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ANNOUNCEMENT OF SUMMARY OF MINUTES OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
P.T. BANK BUMI ARTA Tbk.
(”Company”)
The Board of Directors of the Company, having its domicile in Central Jakarta, hereby notify that
the Company has held the Annual General Meeting of Shareholders (the "Meeting"), such as
follows:
A. DAY/DATE, VENUE, TIME AND AGENDA OF THE MEETING
Day/Date : Wednesday, June 19th, 2024
Venue : Bank Bumi Arta Building 4th Floor
KH. Wahid Hasyim Street No. 234-236
Jakarta Pusat - 10250
Time : 15.29 – 17.28 Western Indonesian Time
Meeting Agenda :
1. The Company's Annual Report including ratification of the Company's Financial
Statements and Supervisory Report from the Board of Commissioners, for the financial
year of 2023;
2. Appropriation of the Company's profit for the financial year of 2023;
3. Appointment of the Company's Public Accountant and/or the Company's Public
Accountant Office who will audit the Company's Financial Statements for the financial year
of 2024;
4. Determination of the honorarium and tantieme for the Board of Commissioners and to grant
authority to the Board of Commissioners to determine salary and remunerations and
tantieme for the Board of Directors of the Company;
5. Report on The Realization of The Use of Proceeds from The Issue of Shares in Order To:
a. Increasing Company’s Capital By Granting Pre-emptive Rights I (“PMHMETD I”) in
2021;
b. Increasing Company’s Capital By Granting Pre-emptive Rights II (“PMHMETD II”) in
2022;
6. Changes of Company’s Board of Commissioners and Directors;
7. Changes of Company’s Articles of Association to adapt Financial Services Authority
Regulation No. 17 of 2023 concerning Implementation of Governance for Commercial
Banks.
B. MEMBERS OF THE BOARD OF COMMISSIONERS AND THE BOARD OF
DIRECTORS OF THE COMPANY PRESENT AT THE MEETING
Board of Commissioners
Vice President Commissioner/ : Daniel Budi Dharma.
Independent Commissioner
Commissioner/Independent Commissioner : R.M. Sjariffudin (Mohammad Sjariffudin).
Board of Directors
President Director : Wikan Aryono (Wikan Aryono S).
Director : Hendrik Atmaja.
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Director : Edwin Suryahusada
Director : Aditya Putra Utama
Director : John David Nehemia Engelen
C. CHAIRPERSON OF THE MEETING
The Meeting was chaired by Daniel Budi Dharma as Vice President Commissioner/Independent
Commissioner.
D. SHAREHOLDERS ATTENDANCE
The Meeting was attended by the shareholders and/or their proxies, which represent
3.111.705.712 shares which constitute 91,84 % of the total number of shares with valid voting
rights issued by the Company.
E. THE OPPORTUNITY TO SUBMIT QUESTIONS AND/OR EXPRESS OPINION
The Shareholders have been given the opportunity to submit questions and/or express opinions in
the agenda of the Meeting. The number of shareholders who raised questions and/or gave
opinions is as mentioned in point G below.
F. DECISION MAKING MECHANISM
Meeting decisions are made by way of deliberation for consensus. If deliberation to reach
consensus is not reached, then a vote will be held and then submitted by the Securities
Administration Bureau to the Notary as an independent public official.
G. RESULT OF VOTING/DECISION MAKING
The result of decision making through voting which includes electronic voting either through
e-Proxy or e-Voting from the KSEI system, and the number of shareholders who raised questions
and/or gave opinions in the agenda in the Meeting are as follows:
Agenda Approve Disapprove Abstain Questions/Opinions
1,977,914,930 1,133,440,000 350,782 1
The First
(63.564 %) (36.425 %) (0,011 %)
1,977,914,930 1,133,440,000 350,782 1
The Second
(63.564 %) (36.425 %) (0,011 %)
1,977,914,930 1,133,440,000 350,782 None
The Third
(63.564 %) (36.425 %) (0,011 %)
1,977,914,930 1,133,440,000 350,782 None
The Fourth
(63.564 %) (36.425 %) (0,011 %)
The Fifth *) - - - 1
1,977,914,930 1,133,440,200 350,582 2
The Sixth
(63.564 %) (36.425 %) (0,011 %)
1,977,914,930 1,133,440,000 350,782 1
The Seventh
(63.564 %) (36.425 %) (0,011 %)
*) The Agenda of the fifth meeting is a report and therefore does not make a decision.
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H. MEETING RESOLUTION
First Agenda :
1. To approve the Company’s Annual Report for the financial year ended on December 31st,
2023 including the Supervisory Report of the Board of Commissioners for the 2023 Financial
Year.
2. To approve and ratify the Company's Financial Statement for the financial year ended on
December 31st, 2023 audited by the Public Accounting Firm Rintis, Jumadi, Rianto &
Partners (formerly known as Public Accounting Firm Tanudiredja, Wibisana, Rintis &
Partners) as stated in its report Number : 00407/2.1025/AU.1/07/1124-2/1/III/2024 dated
March 28th, 2024 with the opinion "fair, in all material respects”, thereby granting release and
discharge as well as full responsibility (acquit et de charge) to members of the Board of
Directors and the Board of Commissioners of the Company for the managerial and
supervisory actions taken during the 2023 financial year, provided that such actions are
reflected in the Company's Annual Report and Financial Statement For the 2023 financial
year and not a criminal acts.
Second Agenda
To approve the use of the Company's net profit Rp. 44,365,911,946.- to be used as follows:
1. The amount of Rp. 2.500.000.000,- is recorded as "Reserve Fund", to meet the provisions of
Article 70 of the Law No. 40 of 2007 concerning Limited Liability Company and Article 23
of the Company’s Articles of Association.
2. The remaining amount of Rp. 41.865.911.946,- will be recorded as retained earnings.
Thus agreeing that the Company will not pay dividends for the 2023 financial year.
Third Agenda
1. To approve to confer authority to the Board of Commissioners of the Company to appoint a
Public Accountant and/or Public Accounting Firm that will audit the Company's Financial
Statement for the 2024 Financial Year. The appointed Public Accountant and/or Public
Accounting Firm must have a license registered with the OJK and have the appropriate
competence with the complexity of its business and comply with the applicable terms and
conditions.
2. To approve to confer power and authority to the Board of Commissioners to determine the
amount of honorarium and other requirements related to the appointment of the Public
Accountant and/or Public Accounting Firm, taking into account audit fees that are reasonable
and do not conflict with Bank Indonesia and OJK Regulations.
3. To approve to confer power and authority to the Board of Commissioners of the Company to
appoint a Public Accountant and/or other Public Accounting Firm registered with the OJK,
and have experience in banking audits in the event that the appointed Public Accountant
and/or Public Accounting Firm for any reason does not may carry out their duties, to audit the
Company's financial statements for the 2024 financial year, including to determine the
amount of honorarium and other requirements related to the appointment, provided that the
Board of Commissioners must pay attention to the recommendations of the Company's Audit
Committee.
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Fourth Agenda
1. To approve to confer power and authority to the Company’s Board of Commissioners to
determine the honorarium for members of the Company’s Board of Commissioners for the
2024 financial year, taking into account the recommendations of the Nomination and
Remuneration Committee, the maximum amount of which will increase by 6% from the 2023
financial year.
2. To approve to confer power and authority to the Company’s Board of Commissioners to
determine salaries and allowances for each member of the Board of Directors of the Company
for the 2024 financial year, taking into account the Recommendations of the Nomination and
Remuneration Committe
3. To approve to confer power and authority to the Company’s Board of Commissioners to
determine the distribution of tantieme (bonus) for the Company’s Board of Commissioners,
taking into account the Recommendations of the Nomination and Remuneration Committe.
4. To approve to confer power and authority to the Company’s Board of Commissioners to
determine the distribution of tantieme (bonus) for the Company’s Director, taking into account
the Recommendations of the Nomination and Remuneration Committee.
Fifth Agenda
The fifth agenda is a report, therefore the Company did not make any decisions. The report on the
fifth agenda is regarding the Realization Report on the Use of Proceeds from the Issue of Shares in
the context of Increase in the Company's Capital by Providing Pre-emptive Rights I (PMHMETD
I) in 2021 and Increase in the Company's Capital by Providing Pre-emptive Rights II (PMHMETD
II) in 2022.
Sixth Agenda
1. To aprove the reappoinment of:
a. Mr. Ir. Rachmat Mulia Suryahusada, MBA as President Commissioner;
b. Mr. Daniel Budi Dharma as Vice President Commissioner/Independent Commissioner;
c. Mr. R.M. Sjariffudin (Mohammad Sjariffudin) as Commissioner/Independent
Commissioner;
d. Mr. Wikan Aryono (Wikan Aryono S) as President Director; and
e. Mr. Hendrik Atmaja as Director.
Starting from the closing of the Meeting until the closing of the Annual General Meeting of
Shareholders which will be held in 2029.
Thus, the composition of the Company's Board of Commissioners and Directors as of the
closing of this Meeting is as follows:
Board of Commissioners :
- President Commissioner : Ir. Rachmat Mulia Suryahusada, MBA
- Vice President Commissioner : Daniel Budi Dharma
double as Independent
Commissioner
- Commissioner double as : R.M. Sjariffudin (Mohammad Sjariffudin)
Independent Commissioner
- Commissioner : I Gst Agung Rai Wirajaya, SE, MM
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Board of Directors :
- President Director : Wikan Aryono (Wikan Aryono S)
- Director : Hendrik Atmaja
- Director : Edwin Suryahusada
- Director : Aditya Putra Utama
- Director : John David Nehemia Engelen
2. To approve to grant authority to the Company's Directors with the right of substitution to
state in a Notarial deed regarding the changes to the Board of Commissioners and Directors
above, including but not limited to notifying the Ministry of Law and Human Rights of the
Republic of Indonesia and registering it with other authorized agencies.
Seventh Agenda
1. To disapprove of changes the Company's Articles of Association, including in the context
of adjustments to the Financial Services Authority Regulation No. 17 of 2023, namely
changes to Article 3, Article 4 by adding 1 (one) paragraph, namely paragraph (9), Article
15 paragraph (1), paragraph (2), and paragraph (12); Article 16 paragraph (8), paragraph
(13) to paragraph (18); Article 17 paragraph (1), paragraph (14), and paragraph (18);
Article 18 paragraph (1), paragraph (2), paragraph (15), and paragraph (22); Article 19
paragraph (1) and paragraph (9); Article 20 paragraph (8), paragraph (16), paragraph (20),
paragraph (21), paragraph (22), and paragraph (23), as attached to the Minutes of this
Meeting and are an inseparable part of the Minutes of Meeting.
2. To disapprove to authorize the Company's Board of Directors with the right of substitution
to declare in a separate Notarial deed in connection with the changes to the Company's
articles of association, re-arrange all provisions of the company's articles of association
and subsequently submit a request for approval and/or notification of changes to the
articles of association. company to the Minister of Law and Human Rights of the
Republic of Indonesia, submit and sign all applications and other documents, and to carry
out all other actions that may be required in accordance with applicable laws and
regulations.
Jakarta, June 21st, 2024
P.T. Bank Bumi Arta Tbk.
The Board of Directors
Names mentioned 18 people and organisations named in the text · linked when the evidence is strong
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Bank Bumi Arta Building
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KH. Wahid Hasyim Street
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Financial Services Authority
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Rianto & Partners
p.3
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Rintis & Partners
p.3
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Bank Indonesia
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Ir. Rachmat Mulia Suryahusada
· President Commissioner
p.4 ×6
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Ministry of Law and Human Rights
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Minister of Law and Human Rights
p.5
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