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20240605_BCIC_Pemanggilan RUPS_31647308_lamp2.pdf
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INVITATION
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT Bank JTrust Indonesia Tbk
The Board of Directors of PT Bank JTrust Indonesia Tbk (“the Company”) having its domicile in
Central Jakarta, hereby invites the Shareholders of the Company, to attend the Annual General
Meeting of Shareholders (hereinafter referred to as the "Meeting”) of the Company that will be
held on:
Day/Date : Friday/ 28 June 2024
Time : 14.00 WIB – finished
Place : Candi Mendut Meeting Room – 2nd Floor
Hotel Grand Sahid Jaya
Jl. Jend. Sudirman No. 86 Jakarta 10220
With the following agendas and explanations as follow:
1. Approval of the Annual Report and the Financial Statements of the Company including
the Supervisory Report of the Board of Commissioners for the financial year ending 31
December 2023.
Pursuant to the provisions of Article 17 paragraph (3) of the Company's Articles of
Association in conjunction with Article 66 and Article 69 of Law no. 40 of 2007 concerning
Limited Liability Companies ("UUPT"), as well as in accordance with Article 6 OJK Regulation
No. 51/POJK.03/2017 concerning the Implementation of Sustainable Finance for Financial
Services Institutions, Issuers and Public Companies, the Company will explain the main
points of the Annual Report and Financial Report as well as provide an explanation to
Shareholders regarding the conditions and operations of the Company for the financial year
ending on 31 December 2023. The Company will propose to the Meeting to approve the
Annual Report of the Company for the 2023 financial year including the Board of
Commissioners’ (“BOC”) Supervisory Duties Report and ratify the Financial Statements of
the Company for the financial year ended on 31 December 2023. The Company will also
explain to the Meeting regarding the Realization of the 2023 Sustainable Finance Action Plan
(“RAKB”) and the 2023 RAKB plan.
2. Determination of salaries/honorarium, including allowances and benefits for Financial
Year 2024 to members of the Board of Directors and the Board of Commissioners.
In accordance to Article 11 paragraph (6) and Article 14 paragraph (6) of the Articles of
Association of the Company in conjunction with Article 96 and Article 113 of the Company
Law and OJK Regulation No. 45/POJK.03/2015 concerning the Implementation of Governance
in Providing Remuneration for Commercial Banks, the Company will propose to the Meeting
to approve and determine the amount of salaries or honorarium and other allowances for
members of the Board of Commissioners and members of the Board of Directors in the 2024
financial year provided that the authority of the General Meeting of Shareholders (“GMS”)
can be delegated to the Board of Commissioners by taking into account the
recommendations of the Nomination and Remuneration Committee.
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3. Appointment of the Public Accounting Firm to audit the Company’s financial statements
for the year ending 31 December 2024.
In accordance with the provisions of Article 18 paragraph (4) letter d of the Articles of
Association of the Company in conjunction with Article 68 paragraph (1) UUPT and also
Article 59 of the OJK Regulation No. 15/POJK.04/2020 concerning the Plan and Conduct of
the General Meeting of Shareholders in conjunction with OJK Regulation No. 09 Year 2023
concerning the Use of Public Accounting Services and Public Accounting Firms in Financial
Services Activities and OJK Circular Letter No.18/SEOJK.03/2023 concerning Procedures for
Using Public Accounting Services and Public Accounting Firms in Financial Services Activities,
the Company will propose to the Meeting for appointment of a public accountant and/or
Public Accounting Firm as well as determining the amount of honorarium and other
requirements regarding the appointment of the Public Accountant and Public Accounting
Firm where the GMS may delegate the appointment of a public accountant and/or Public
Accounting Firm to audit Financial Statements for the 2024 Fiscal Year of the Company to
members of the Board of Commissioners.
4. Approval of changes to the Company's Articles of Association
In connection with the implementation of OJK Regulation No. 17 Year 2023 and the
Company's efforts to always improve the implementation of Good Corporate Governance,
therefore it was deemed necessary to make changes and/or adjustments to several articles
in the Articles of Association of the Company to comply with several provisions as regulated
in OJK Regulation No. 17 Year 2023.
5. Reappointment of Ritsuo Fukadai as President Director of the Company.
6. Reappointment of Masayoshi Kobayashi as Vice President Director of the Company.
7. Reappointment of Felix I. Hartadi as Director of the Company.
8. Reappointment of Helmi A. Hidayat as Director of the Company.
9. Reappointment of Cho Won June as Director of the Company.
10. Reappointment of R. Djoko Prayitno as Director of the Company.
11. Reappointment of Widjaja Hendra as Director of the Company.
Explanation of Agenda 5 to Agenda 7:
Pursuant to the provisions of: (a) Article 94 and Article 111 of UUPT, (b) Article 11 and
Article 14 of the Articles of Association of the Company, (c) Article 3, Article 7, Article 23
and Article 26 of the OJK Regulation No. 33/POJK.04/2014 concerning Board of Directors
(“BOD”) and Board of Commissioners (“BOC”) of Issuers or Public Companies, (d) OJK
Circular Letter No. 13/SEOJK.03/2017 concerning Implementation of Good Corporate
Governance for Commercial Banks, (e) OJK Regulation No.17 of 2023 concerning
Implementation of Governance for Commercial Banks, (f) OJK Regulation No.
27/POJK.03/2016 concerning Fit and Proper Test for the Primary Parties of a Financial
Services Institution in conjunction with OJK Circular Letter No. 39/SEOJK.03/2016
concerning Fit and Proper Test for Candidates for Controlling Shareholders, Candidates for
Members of BOD and Candidates for Members of BOC of the Bank and in relation to the
Term of Office of Ritsuo Fukadai as President Director of the Company, Masayoshi Kobayashi
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as Vice President Director of the Company, and Felix I. Hartadi, Helmi A. Hidayat, Cho Won
June, R. Djoko Prayitno and Widjaja Hendra each as Director of the Company will end at the
close of 2024 GMS, the Company will propose to the Meeting to obtain approval for the
reappointment of members of the Board of Directors mentioned above, with Terms of Office
effective since closing of the Meeting until the closing of the 1st (first) Annual GMS after
the Effective Date of the appointment without prejudicing the rights of the GMS to dismiss
at any time. Curriculum Vitae of members of the Board of Directors of the Company can be
viewed and downloaded on the Company's Website from the date of the Invitation of the
Meeting (www.jtrustbank.co.id).
12. Report on Realization of Use of Proceeds from Limited Public Offering II – 2022 (“PUT II -
2022”) in the context of Capital Increase by Providing Pre-emptive Rights (“PMHMETD”).
In accordance with Article 6 paragraph (1) and paragraph (2) of OJK Regulation No.
30/POJK.04/2015 dated 22 December 2015 concerning Realization Report on the Use of
Funds from Public Offering, the Company will be convey a report on the realization of the
use of the proceeds from the PUT II – 2022 at the Annual GMS.
Notes:
1. The Company does not send separate invitation letters to the Shareholders of the Company
(the “Shareholders”), and this Meeting Invitation (the “Invitation”) shall constitute an official
invitation. This invitation is also available through the Indonesia Stock Exchange website:
namely, www.idx.co.id, eASY.KSEI via htpps://akses.ksei.co.id and the Company's website
www.jtrustbank.co.id.
2. Shareholders of the Company who are entitled to attend or be represented at the Meeting
are the Shareholders of the Company whose names are recorded in the Register of
Shareholders of the Company on 5 June 2024 and or shareholders in securities sub account
balance at PT Indonesian Central Securities Depository ("KSEI") on 5 June 2024 until the
closing of stock trading on the Indonesia Stock Exchange.
3. All explanations of the agenda and materials for the Meeting are available and can be
accessed and downloaded on the Company's website from the date of the Invitation of the
Meeting (www.jtrustbank.co.id).
4. The Company provides conventional and electronic power of attorney facility (“e-proxy”)
provided by PT Kustodian Sentral Efek Indonesia (“KSEI”).
In addition to being able to grant the Power of Attorney to one of the representatives of the
Securities Administration Bureau, the Shareholders can also grant the power of attorneys to
other parties so chosen as long as they are not members of the Board of Directors, Board of
Commissioners and employees of the Company. Shareholders are not entitled to give power
of attorney to more than one proxy for a portion of the number of shares owned with
different votes. Authorization can be done through:
a. Conventional Power of Attorney: Conventional Power of Attorney Form for the votes to
be given for each agenda item of the Meeting, can be downloaded through the
Company's website (www.jtrustbank.co.id), the scanned copy of the power of attorney
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duly completed and signed as well as its supporting documents such as a photocopy of ID
card or other identification, can be submitted by e-mail to
sharestar.indonesia@gmail.com. The original Power of Attorney should be submitted to
the Company's Securities Administration Bureau; namely, PT Sharestar Indonesia
("Company Registrar") no later than 3 (three) working days before the Meeting is held, on
Tuesday, 25 June 2024 at 16.00 WIB at the address at Berita Satu Plaza , 7th Floor, Jl.
Gen. Gatot Subroto Kav. 35-36, Jakarta 12950, Indonesia, Tel. +6221 5277966, Fax.
+6221 527 7967 (“BAE Office”). Only Power of Attorney validated as Eligible Shareholders
will be counted for both attendance quorum and decision quorum.
b. The E-Proxy through eASY.KSEI: is a system to grant Power of Attorney provided by KSEI
to facilitate electronic script less power of attorney from the scrip less Shareholders
whose shares are in the collective custody of KSEI to their proxies. The Proxy available in
eASY.KSEI is the represented by the Company Registrar. The e-proxy Power of Attorney
of can be submitted to the eASY.KSEI’s website through the following link
https://akses.ksei.co.id at the latest by Thursday, 27 June 2024 at 12.00 WIB.
5. Shareholders or their Proxies before entering the Meeting room must follow the following
procedures:
a. Individual Shareholders submits a copy of ID Card (KTP) or any other valid
identification document.
b. Proxies for Individual Shareholders submit:
(i) Power of Attorney determined by the Company
(ii) a copy of Card or any other valid identification document.
c. Legal Entity Shareholders and their proxies are requested to provide:
i. Power of Attorney determined by the Company.
ii. Latest copy of the Articles of the Association of the Legal Entity.
iii. A copy of the latest deed of appointment for the management of the
company.
iv. A special Power of Attorney (if required by the Legal Entity’s Articles of
Association) is sent to BAE at the address listed in point 3 above no later than
3 (three) working days before the Meeting which is on Tuesday, 25 June
2024.
d. Shareholders whose shares are in KSEI’s collective custody are required to show
written confirmation for Meeting (“KTUR”) which can be obtained at a securities
company or custodian bank where the shareholders open their securities accounts.
6. For the convenient and good order of the Meeting, the Shareholders or their proxies are
respectfully requested to be at the Meeting venue 30 (thirty) minutes before the Meeting
starts.
Jakarta, 6 June 2026
PT Bank JTrust Indonesia Tbk
Board of Directors
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Names mentioned 13 people and organisations named in the text · linked when the evidence is strong
unresolved
—
Masayoshi Kobayashi
· Vice President Director
p.2
unresolved
—
Felix I. Hartadi
· Director
p.2
unresolved
—
Helmi A. Hidayat
· Director
p.2
unresolved
—
Cho Won
· Director
p.2
unresolved
org
Indonesia Stock Exchange
p.3 ×2
unresolved
org
PT Indonesian Central Securities Depository
p.3
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.3
unresolved
org
PT Sharestar Indonesia
p.4
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