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20240604_BANK_Pemanggilan RUPS_31645919_lamp3.pdf
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PT BANK ALADIN SYARIAH Tbk
("Company")
CONVOCATION
ANNUAL GENERAL MEETING OF SHAREHOLDERS
("Convocation")
The Board of Directors of the Company hereby invites the Company's Shareholders to attend the Annual General
Meeting of Shareholders (hereinafter referred to as the "Meeting") which will be held on:
Day, date : Wednesday, June 26, 2024
Time : 09.00 WIB – onwards
Venue : Candi Prambanan Room
Grand Sahid Jaya Hotel Jakarta
Alamat : Jl. Jenderal Sudirman Kav. 86, Karet Tengsin, Kecamatan Tanah Abang,
Daerah Khusus Ibukota Jakarta 10220
Note : This meeting will also be held electronically by the Company using eASY.KSEI provided
by PT Kustodian Sentra Efek Indonesia, domiciled in South Jakarta.
: Due to the limited quota for offline attendance at the Meeting, the "first come first
served" method is implemented.
Meeting Agenda and Explanation
a. Approval of the Company’s Annual Report, and Sustainability Report, Approval of the Supervisory Task
Report of the Board of Commissioners of the Company, and Ratification of the Financial Statements for the
financial year ended December 31, 2023 as well as the granting of full repayment and release of
responsibility ("volledig acquit et de charge") to members of the Board of Directors for the management
actions of the Company and members of the Board of Commissioners for the supervisory actions of the
Company that have been carried out during the Financial Year 2023; as long as their actions are included
in the Company's Financial Report for the 2023 Fiscal Year;
Explanation:
The basis for the proposed agenda of this Meeting is Article 10 paragraph (3) of the Company’s Articles of
Association and the provisions of Article 69 paragraph (1) of Law No. 40 of 2007 concerning Limited Liability
Companies ("UUPT").
b. Determination of the use of the Company's net profit/loss for the financial year ended December 31, 2023;
Explanation:
The basis for the proposed agenda of this Meeting is Article 10 paragraph (4) of the Company's Articles of
Association and the provisions of Article 70 and Article 71 of the Law.
c. Approval of changes to the composition of the Company's Management;
Explanation:
The basis for the proposed agenda of this Meeting is referring to the Company's Articles of Association Article
16 concerning the Board of Directors, Article 19 concerning the Board of Commissioners and Article 22
concerning the Sharia Supervisory Board. As well as referring to the application of POJK 33/POJK.04/2014
concerning the Board of Directors and Board of Commissioners of Issuers or Public Companies and POJK
5/POJK.04/2021 concerning Capital Market Sharia Experts.
d. Delegation of authority to the Company's Board of Commissioners to appoint a Public Accounting to audit
the Company's Financial Report for the 2024 financial year;
Explanation:
The basis for the proposed agenda of this Meeting is Article 10 paragraph (3) of the Company's Articles of
Association and the provisions of Article 13 paragraph (1) of POJK Number 13 / POJK.03 / 2017 concerning
the Use of Public Accountant Services and Public Accounting Firms in Financial Services Activities juncto
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Article 59 paragraph (1) POJK No. 15 / POJK.04 / 2020 concerning the Plan and Implementation of the General
Meeting of Shareholders of Public Companies.
e. Determination of salary or honorarium and benefits for the Company's Board of Commissioners and
delegation of authority to the Board of Commissioners to determine the amount of salary and allowances
for Members of the Board of Directors and the Sharia Supervisory Board;
Explanation:
The basis for the proposed agenda of this Meeting is Article 10 paragraph (4) of the Company's Articles of
Association and the provisions of Article 96 and Article 113 of the Law.
f. Reporting on the realization of the use of funds from the Public Offering;
Explanation:
The basis for the proposed agenda of this meeting POJK No.30 / POJK.04 / 2015 concerning the Realization
Report on the Use of Public Offering Proceeds, especially Article 7 paragraph (1) which states the
responsibility for the realization of the use of funds from the first Public Offering must be carried out at the
nearest annual GMS to be held.
g. Approval of Amendments to the Company's Articles of Association.
Explanation:
The basis for the proposed agenda for this Meeting is to refer to Article 21 of the Company Law and based on
Article 14 paragraph 2 of the Company's Articles of Association, changes to the Company's articles of association
must obtain approval from the GMS. The Company intends to amend the Company's Articles of Association in
order to adjust to the following provisions:
1. Regulation No. 4 of 2023 concerning Development and Strengthening of the Financial Sector;
2. POJK No. 2 of 2024 concerning Implementation of Governance for Sharia Commercial Banks and Sharia
Business Units;
3. POJK No. 17 of 2023 concerning Implementation of Governance for Commercial Banks
Shareholders Eligible to Attend
Shareholders who are entitled to attend the Meeting or be represented at the Meeting and vote at the Meeting
are Shareholders whose names are recorded in the Company's Register of Shareholders (DPS) and/or
Shareholders whose Securities Accounts are registered in the Collective Custody of PT Kustodian Sentral Efek
Indonesia ("KSEI") on Monday, June 3, 2024 at 16:00 WIB
Quorum of Attendance and Meeting Decisions
1. 1st, 2nd, 3rd, 4th and 5th Agenda
a. Considering Chapter VII related to Resolutions, Attendance Quorum and Quorum of GMS Resolutions in
POJK Number 15/POJK.04/2020 concerning the Plan and Implementation of the General Meeting of
Shareholders of Public Companies, the Meeting can be held if attended by Shareholders or their legal
proxies representing more than 1/2 (one half) of the total shares with valid voting rights issued by the
Company.
b. Referring to the same POJK that a decision is valid if it is taken based on an affirmative vote of more than
1/2 (one half) of the total number of shares with valid voting rights present and/or represented at the
Meeting.
2. 6th Agenda
It is the submission of the Company's report that does not count the quorum of attendance and does not
require decision making
3. 7th Agenda
a. Considering Chapter VII related to Resolutions, Attendance Quorum and Quorum of GMS Resolutions in
POJK Number 15/POJK.04/2020 concerning the Plan and Implementation of the General Meeting of
Shareholders of Public Companies, the Meeting can be held if attended by Shareholders or their legal
proxies representing more than 2/3 (two-thirds) of the total shares with valid voting rights issued by the
Company.
b. Referring to the same POJK that a decision is valid if it is taken based on an affirmative vote of more than
2/3 (two-thirds) of the total number of shares with valid voting rights present and/or represented at the
Meeting.
General Terms
1. The Company does not send separate invitation letters to the Company's shareholders and this Convocation
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is an official invitation to the Company's shareholders. This convocation can also be seen on the Company's
website (www.aladinbank.id) website of the Indonesia Stock Exchange, and the KSEI Electronic General
Meeting System application website (hereinafter referred to as "eASY.KSEI").
2. Eligible Shareholders' participation in the Meeting can be carried out using the following mechanism:
a. attends the Meeting physically using the "first come first served" method;
b. attends the Meeting electronically via the eASY.KSEI application (https://akses.ksei.co.id/); or represented
by another party by providing power of attorney electronically via the eASY.KSEI application
(https://akses.ksei.co.id/) or providing power of attorney in writing.
3. For shareholders who are scripless shareholders, it is recommended to use the eASY.KSEI application owned
by PT Kustodian Sentral Efek Indonesia ("KSEI") either to attend and vote in person in the Meeting
electronically or to give their proxy through the e-Proxy system on eASY.KSEI.
4. For shareholders who are script shareholders, they can only authorize their presence to the competent party,
so that their presence and voting rights are represented by the party electronically in the Meeting through
the eASY.KSEI application by filling out the Power of Attorney Form that the Company has provided on the
Company's website since the date of the Summons, and submitting it to the Company through the Securities
Administration Bureau appointed in the implementation The Company's meeting is PT Sharestar Indonesia
which is located at:
SOPO Del Office Towers & Lifestyle
Tower B 18th Floor
Jl. Mega Kuningan Barat III, Lot 10. 1-6
Mega Kuningan Area
Jakarta 12920
Phone +62 21 50815211
Email: sharestar.indonesia@gmail.com
6. To use the app eASY.KSEI, shareholders can access menu eASY.KSEI located at AKSes facilities
(https://akses.ksei.co.id/).
7. Meeting materials are also available on the Company's website (www.aladinbank.id) from the date of this
Meeting Summons until the Meeting is held.
8. Before determining participation in the Meeting, shareholders must read the provisions submitted through
this Summons and other provisions related to the implementation of the Meeting based on the authority
determined by the Company. Other provisions can be seen through the document attachment on the feature
Meeting Info on the app eASY.KSEI and/or the Convocation for a Meeting on the Company's website.
9. Shareholders or their proxies who will attend the Meeting electronically through the eASY.KSEI Application,
are expected to pay attention to the following:
a. The deadline for declaring attendance or power of attorney and vote in the eASY.KSEI application is 12:00
WIB on 1 (one) working day before the Meeting date.
b. Shareholders with the following conditions:
i. Shareholders who have not made an electronic declaration of attendance by the Declaration of
Attendance Deadline;
ii. Shareholders who have made an electronic declaration of attendance, but have not given a minimum
voting option for 1 (one) agenda of the Meeting until the Deadline for Declaration of Attendance;
iii. Individual Representatives, and Independent Parties who have been appointed by the Company who
have received power of attorney from the Shareholders, but the Shareholders concerned have not
given a minimum voting option for 1 (one) agenda of the Meeting until the Deadline.
c. Declaration of Presence
KSEI/Intermediary Participants (Custodian Banks or Securities Companies) who have received power of
attorney from Shareholders who have set voting options in the eASY.KSEI Application; must register through
eASY.KSEI Application on the date of the most Meeting no later than the day of the Meeting until 07.00
WIB.
10. a. Electronic Question and/or Opinion Submission Process
i. Shareholders or proxies have 3 (three) opportunities to submit questions and/or opinions at each
session of the Gem Meeting discussion in electronic attendance;
ii. The Company will disable the "raise hand" and "allow to talk" features in the GMS Broadcast, so
the Company urges shareholders or proxies to submit questions or opinions per agenda in writing
by using the chat feature in the 'Electronic Opinions' column available on the E-meeting Hall screen
in the eASY.KSEI app. All questions and/or opinions per agenda item can only be made through the
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eASY.KSEI application and not conducted live during the Meeting event. Providing questions and/or
opinions can be done as long as the status of the GMS in the 'General Meeting Flow Text' column is
"Discussion started for agenda item [ ]".
iii. The determination of the mechanism for conducting discussions per agenda of the Meeting in writing
through the E-meeting Hall screen in the eASY.KSEI application is the authority for each Company and
this will be stated by the Company in the Meeting Implementation Rules through the eASY.KSEI
application.
iv. For proxies who attend electronically and will submit questions and/or opinions of the shareholders
they represent during the discussion session per agenda of the Meeting, they are required to write
down the name of the shareholders and the size of their share ownership followed by related
questions or opinions.
b. Voting Process
i. The electronic voting process takes place in the eASY.KSEI application on the E-meeting Hall menu,
Live Broadcasting sub menu.
ii. Shareholders who are present alone or represented by their proxies but have not yet voted in the
agenda of the Meeting, then shareholders or their proxies have the opportunity to submit their voting
choices during the voting period through the E-meeting Hall screen in the eASY.KSEI application when
opened by the Company. When the electronic voting period per agenda of the Meeting begins, the
system automatically runs the voting time by counting down a maximum of 1 (one) minute. During the
electronic voting process, you will see the status “Voting for agenda item no [ ] has started" in the
'General Meeting Flow Text' column. If the shareholders or their proxies do not provide voting options
for the agenda of a particular Meeting until the status of the Meeting as seen in the column 'General
Meeting Flow Text' changes to “Voting for agenda item no [] has ended", it will be considered as voting
abstention for the agenda of the Meeting concerned.
iii. Voting time during the electronic voting process is the standard time set on the eASY.KSEI application.
The Company can set a policy of electronic direct voting time per agenda in the Meeting (with a
maximum time of 1 (one) minute per agenda of the Meeting) and will be stated in the Rules of Conduct
for Meeting through the eASY.KSEI application.
c. GMS Impressions
i. Shareholders or their proxies who have been registered in eASY.KSEI no later than the deadline in
point 8 can watch the ongoing Meeting through Zoom webinar by accessing the eASY.KSEI menu
(GMS Impressions sub-menu) located at the AKSes (https://akses.ksei.co.id/) facility.
ii. GMS broadcasts have a capacity of up to 500 participants, where the attendance of each participant
will be determined on a first come first serve basis. For shareholders or their proxies who do not have
the opportunity to witness the implementation of the Meeting through the GMS Impressions, they
are still considered valid to attend electronically and their share ownership and voting options are
considered in the Meeting, as long as they have been registered in the eASY.KSEI application.
iii. Shareholders or their proxies who only witness the implementation of the Meeting through the GMS
Broadcast but are not registered to be present electronically on the eASY.KSEI application, then the
presence of shareholders or their proxies is considered invalid and will not be included in the quorum
calculation of Meeting attendance.
iv. To get the best experience in using the eASY.KSEI application and/or GMS Impressions, shareholders
or their proxies are advised to use the Mozilla Firefox browser.
Furthermore, details / information on the general provisions of the Meeting will be submitted to the
Meeting Rules
Jakarta, June 4th 2024
PT BANK ALADIN SYARIAH Tbk
Board of Directors
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Names mentioned 5 people and organisations named in the text · linked when the evidence is strong
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PT Kustodian Sentra Efek Indonesia
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PT Kustodian Sentral Efek Indonesia
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Indonesia Stock Exchange
p.3
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org
PT Sharestar Indonesia
p.3
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