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20240613_AGRS_Ringkasan Risalah//Risalah RUPS_31661349_lamp4.pdf
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PT BANK IBK INDONESIA Tbk
Based in Central Jakarta
"Company"
SUMMARY OF MINUTES OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
AND
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
The Board of Directors of the Company hereby announces that the Annual General Meeting of
Shareholders and Extraordinary General Meeting of Shareholders have been held with the following
information:
Annual General Meeting of Shareholders (AGMS), on :
Day/Date : Tuesday, June 11 2024.
Venue : Betawi II - III Ballroom, Santika Premiere Slipi Hotel Jakarta, Jalan Karel Satsuit
Tubun number 7, Rukun Tetangga 01/07, Slipi, Palmerah District, West Jakarta City.
clock : 14.33 - 15.22 PM.
A. Meeting Agenda:
1. Approval and ratification of the Bank's annual report for the fiscal year 2023 including:
a. The report of the Board of Directors ("BOD") regarding the state and operation of the
Company;
b. Board of Commissioners ("BOC") Supervisory Report; and
c. The Company's Financial Statements for the financial year 2023 as of December 31, 2023,
as well as granting a release and discharge from liability (acquit et decharge) to the members
of the Company's BOD and BOC in connection with the management and supervision
carried out during the financial year 2023 to the extent that their actions are reflected in the
Annual Report made under the relevant regulations, including but not limited to the Limited
Liability Company Law and OJK Regulations.
2. Determination of the use of the Company's net profit for the financial year 2023;
3. Report on the realization of the use of proceeds from the Company's Limited Public Offering V
in 2023 in accordance with OJK Regulations;
4. Determination of honorarium, salaries and benefits for Board of Commissioners and Directors
of the Company;
5. Appointment of an independent public accounting firm to audit the Company's financial
statements for the fiscal year 2024 with consideration of the proposal of the BOC and taking
into account the recommendations of the audit committee;
6. Reappointment of members of the Company's Board of Directors and determination of the
composition of the Company's Board of Directors and Board of Commissioners.
For the benefit of the Company, a deed of Minutes of the Annual General Meeting of Shareholders
of the Company was made, dated June 11, 2024, with number 9.
Attendance of Board of Directors and Board of Commissioners
Members of the Board of Directors and Board of Commissioners who attended the Meeting:
Directors :
President Director : Mr. OH IN TAEK
Director : Mr. LEE DAE SUNG
Director : Mrs. MARIA CORTILIA VERA AFIANTI
Director : Mr. EDWIN RUDIANTO
Compliance Director : Mr. ALEXANDER FRANS RORI
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Board of Commissioner :
President Commissioner (Independent) : Mr. TAUFIK HAKIM
Commissioner ; Mr. KANG HO CHANG *)
Independent Commissioner : Mr. DAMAL BAYU UTAMA
Independent Commissioner : Mr. JONI SWASTANTO
*) participated in the Meeting through KSEI zoom webinar.
Chairperson:
The Meeting was chaired by Mr. TAUFIK HAKIM, as the President Commissioner (Independent)
of the Company.
Shareholder Attendance :
-The meeting was attended by shareholders and proxy of shareholders representing 35,520,653,176
shares or 94.06% of 37,763,045,135 shares which constitute all shares with valid voting rights
issued by the Company after deducting the number of shares repurchased by the Company.
Submission of Questions and/or Opinions :
-Shareholders and shareholders' proxies were given the opportunity to raise questions and/or
opinions for each agenda item, but no shareholders and shareholders' proxies raised questions and/or
opinions.
Decision-Making Mechanism:
Decision-making on all agenda items is carried out based on deliberation for consensus, in the event
that deliberation for consensus is not reached, decision-making is carried out by voting.
Voting Results:
First through Sixth Agenda Items:
- Number of blank/abstained votes : 243.800 vote.
- Number of votes against : 340 vote.
- Number of votes in favor : 35.520.409.036 vote.
- So that the total vote is in favor : 35.520.652.836 votes, or 99.99%,
or more than 1/2 of the total number of
votes validly cast in the Meeting.
Meeting Decision:
Resolution of the First Agenda:
- To approve and ratify the Company's annual report for the financial year ended December 31,
2024 (thirty-one December two thousand twenty-three) including, among others:
a. Report of the Board of Directors ("BOD") on the state and operation of the Company;
b. Board of Commissioners ("BOC") Supervisory Report;
c. The Company's Financial Statements for the financial year 2023 (two thousand twenty-three)
as of December 31, 2024 (thirty-one December two thousand twenty-three), as well as the
granting of release and discharge from full responsibility (acquit et decharge) to the BOD and
BOC of the Company in connection with the management and supervision carried out during
the financial year 2023 (two thousand twenty-three) to the extent that their actions are evident
in the Annual Report made under the relevant regulations, including but not limited to the
Limited Liability Company Law and OJK Regulations.
Resolution of the Second Agenda:
Approving the use of net profit for the financial year 2023 (two thousand twenty-three), namely:
- the entire net profit for the financial year 2023 (two thousand twenty-three) will be recorded as
retained earnings;
- not to distribute cash dividends to the shareholders of the Company.
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Resolution of the Third Agenda:
- To accept the Report on the Realization of the Use of Proceeds from the Limited Public Offering
V of the Company's shares (capital increase with pre-emptive rights).
Resolution of the Fourth Agenda:
- Determining the maximum amount of salary, honorarium, allowances and/or other income for
all members of the Board of Directors and the Board of Commissioners for the financial year
2024 (two thousand twenty four) in accordance with the proposal from the Nomination and
Remuneration Committee of a maximum of IDR 25,850,000,000.00 (twenty five billion eight
hundred fifty million rupiah).
Resolution of the Fifth Agenda:
- Granting power and authority to the Board of Commissioners and consideration of the Audit
Committee to determine and appoint a Public Accounting Firm to audit the Company's Financial
Statements for the financial year 2024 (two thousand twenty four) in accordance with the
proposed requirements.
Decision on the Sixth Agenda:
a. Reappointment Mr. LEE DAE SUNG as Director of the Company, effective as of the closing of
this Meeting, with a term of office until the closing of the Company's Annual General Meeting
of Shareholders (AGM) in 2027 (two thousand twenty seven);
b. Determining the composition of the Company's Board of Directors and Board of Commissioners
as follows:
Directors:
1. President Director:
Mr. OH IN TAEK
2. Director
Mr. LEE DAE SUNG
3. Director :
Mr. EDWIN RUDIANTO
4. Director:
Mrs MARIA CORTILIA VERA AFIANTI
5. Compliance Director:
Mr. ALEXANDER FRANS RORI
Board of Commissioners:
1. President Commissioner (Independent):
Mr.TAUFIK HAKIM
2. Commissioner:
Mr. KANG HO CHANG
3. Independent Commissioner:
Mr. DAMAL BAYU UTAMA
4. Independent Commissioner:
Mr. JONI SWASTANTO
The term of office:
i) Mrs. MARIA CORTILIA VERA AFIANTI as Director, Mr. ALEXANDER FRANS RORI
as Compliance Director, Mr. TAUFIK HAKIM as (Independent) President Commissioner,
Mr. KANG HO CHANG as Commissioner and Mr. DAMAL BAYU UTAMA and Mr.
JONI SWASTANTO as Independent Commissioners respectively;
until the closing of the AGMS in 2025 (two thousand twenty five);
ii) Mr. EDWIN RUDIANTO as Director until the closing of the AGMS in 2026 (two thousand
twenty six);
iii) Mr. OH IN TAEK as President Director until the closing of the AGMS in 2027 (two
thousand twenty-seven);
iv) Mr. LEE DAE SUNG as Director until the closing of the AGMS in 2027 (two thousand
twenty seven);
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To authorize the Board of Directors, with the right of substitution, to state the resolution regarding
the composition of the members of the Board of Directors and the Board of Commissioners in a deed
made before a Notary after the closing of this Meeting and subsequently notify the competent
authorities, and take all and any necessary actions in connection with such resolution in accordance
with the prevailing laws and regulations.
Extraordinary General Meeting of Shareholders (EGMS), on :
Day/Date : Tuesday, June 11, 2024.
Tempat : Betawi II - III Ballroom, Santika Premiere Slipi Hotel Jakarta, Jalan Karel
Satsuit Tubun number 7, Rukun Tetangga 01/07, Slipi, Palmerah District,
West Jakarta City.
Pukul : 15.32 - 15.41 PM.
Agenda:
- Transfer of Treasury Shares through Employee Shares Ownership Program ("ESOP").
(hereinafter referred to as the Meeting).
For the benefit of the Company, a deed of Minutes of the Extraordinary General Meeting of
Shareholders of the Company was made, dated June 11, 2024, with number 10.
Attendance of Members of the Board of Directors and Board of Commissioners :
Members of the Board of Directors and Board of Commissioners who attended the Meeting:
Directors
President Director : Mr. OH IN TAEK
Director : Mr. LEE DAE SUNG
Director : Mrs. MARIA CORTILIA VERA AFIANTI
Director : Mr. EDWIN RUDIANTO
Compliance Director : Mr. ALEXANDER FRANS RORI
Board of Commissioners
President Commissioner
(Independent) : Mr. TAUFIK HAKIM
Commissioner ; Mr. KANG HO CHANG *)
Independent Commissioner : Mr. DAMAL BAYU UTAMA
Independent Commissioner : Mr. JONI SWASTANTO
*) participated in the Meeting through KSEI zoom webinar.
Chairperson:
The Meeting was chaired by Mr. TAUFIK HAKIM, as the President Commissioner
(Independent) of the Company.
Shareholder Attendance:
- The meeting was attended by shareholders and proxy of shareholders representing
35,520,387,990 shares or 94.06% of 37,763,045,135 shares which constitute all shares with
valid voting rights issued by the Company after deducting the number of shares repurchased by
the Company.
Submission of Questions and/or Opinions :
- Shareholders and shareholders' proxies were given the opportunity to raise questions and/or
opinions for each agenda item, but no shareholders and shareholders' proxies raised questions
and/or opinions.
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Decision-Making Mechanism:
- Decision-making on all agenda items is carried out based on deliberation for consensus, in the
event that deliberation for consensus is not reached, decision-making is carried out by voting.
Voting Results:
- Number of blank/abstained votes : - vote.
- Number of votes against : 440 vote.
- Number of votes in favor : 35.520.387.550 vote.
- So that the total vote is in favor : 35.520.387.550 vote, or 99.99%,
or more than 1/2 of the total number of
votes validly cast in the Meeting.
Meeting Decision:
a. Approved the transfer of shares from the implementation of share buyback, with a total of
20,158,930 (twenty million one hundred fifty eight thousand nine hundred thirty) shares,
through the implementation of the Employee Shares Ownership Program (ESOP);
b. Granting authority and power to the Board of Directors of the Company, to take any and all
necessary actions in connection with the implementation of the ESOP, including but not
limited to:
i. Determine the criteria and conditions for employees who are entitled to obtain shares of
the Company derived from the shares from the implementation of share buyback;
ii. Determine the number of shares to be distributed to ESOP participants in each stage and
the exercise price with reference to the prevailing capital market provisions and/or
regulations;
iii. Announcing the implementation of the program and the remaining shares from the shares
repurchase, as well as the transfer of the remaining shares from the shares repurchase in
connection with the implementation of ESOP by complying with the applicable
regulations.
Jakarta, June 13, 2024
PT BANK IBK INDONESIA Tbk
Board of Directors
Names mentioned 10 people and organisations named in the text · linked when the evidence is strong
unresolved
person
EDWIN RUDIANTO Compliance
· Director
p.1 ×7
unresolved
person
DAMAL BAYU UTAMA Independent
p.2 ×8
unresolved
—
Reappointment Mr. LEE DAE SUNG
· Director
p.3 ×10
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