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20240531_BGTG_Ringkasan Risalah//Risalah RUPS_31644782_lamp2.pdf
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PT BANK GANESHA Tbk
DOMICILED IN CENTRAL JAKARTA
(“The COMPANY”)
ANNOUNCEMENT OF THE SUMMARY OF THE MINUTES OF
THE COMPANY’S ANNUAL GENERAL MEETING OF SHAREHOLDERS
In compliance with the provisions of Article 20 paragraphs 4 and 5 of the Articles of
Association of the Company, the Company’s Board of Directors hereby announces the
summary of the minutes of the Annual General Meeting of Shareholders (the “Meeting”), which
are as follows:
A. Enforcement of the Meeting
Date : Wednesday, May 29, 2024
Time : 10.16 am – 11.21 am Western Indonesian Time
Venue : Sakura Room - Grand Tropic Suites Hotel
Jl. Letjen S. Parman Kav. 3
West Jakarta
The agenda of the Meeting:
1. a. Approval of the Annual Report including the ratification of the Company’s Annual
Financial Statements and the Report of the Board of Commissioners Supervisory
Duties for the book year ended on December 31, 2023.
b. Determination of the Company’s appropriation of profit for the book year 2023.
2. Appointment of an Independent Public Accountant to audit the Company’s Annual
Financial Statements for the book year 2024.
3. a. Appointment of members of the Company's Board of Directors and Board of
Commissioners.
b. Determination of salary and other allowance of the members of the Company's
Board of Directors and determination of the honorarium and other allowance of the
members of the Company's Board of Commissioners.
4. Report on the Realization of the Use of Funds in the context for Capital Increase with
Pre-emptive Rights II (“PMHMETD II”).
B. Members of the Company’s Board of Directors and Board of Commissioners who were
present in the Meeting:
President Director : Mrs. Lenny Sugihat
Director : Mr. Setiawan Kumala
Director : Mr. Arif Wicaksono
Director : Mr. Suroso
President Commissioner : Mr. Marcello Theodore Taufik
Vice President Commissioner : Mrs. Lisawati
Commissioner Independent : Mr. Sudarto
Commissioner Independent : Mr. Trisna Chandra
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C. The Meeting was attended and represented by 20.090.635.309 shares with valid voting
rights or 83,81% of the Company’s total issued shares.
D. The Meeting has provided an opportunity for shareholders to ask questions and or provide
opinions regarding the agenda of the Meeting, except for the agenda of the Fifth Meeting
which is only a report, but at the Meeting none of the shareholders or their proxies asked
questions and or gave opinions regarding the agenda of the Meeting.
E. Decision Making Mechanism of the Meeting:
Resolutions of the Meetings were conducted openly and carried out by way of amicable
discussion. In the event that the amicable agreement is not reached, decision-making was
adopted by way of voting.
F. Voting results for every agenda item of the Meeting:
Agenda Approve Not Approve Abstain
20.087.635.209 3.000.100
1 0
99,985% 0,015%
20.087.635.209 3.000.100
2 0
99,985% 0,015%
20.087.635.209 3.000.100
3 0
99,985% 0,015%
4 Only a report.
G. Resolutions of the Meeting
Agenda Item 1:
The Meeting unanimously with a note that 3.000.100 shares abstained, resolved:
For point (a) of Agenda Item 1:
1. To accept the Company’s Annual Report for the book year 2023.
2. To ratify the Company's Annual Financial Statements for the book year 2023, which
has been audited by the Public Accounting Firm “Purwantono, Sungkoro & Surja”,
wherein Mr. Christophorus Alvin Kossim, as Partner has been appointed as the
Company's Independent Public Accountant, as evident in the Report No.
00418/2.1032/AU.1/07/1681-2/1/III/2024, dated March 28, 2024, with the opinion
“Reasonable, in all material respects”.
3. To approved the Board of Directors' Report and ratified the Supervisory Report of the
Company's Board of Commissioners for the book year 2023, as set out in the
Company's Annual Report.
4. With the approval of the Annual Report and the ratification of the Company's Annual
Financial Statements for the financial year 2023, then in accordance with the
provisions of Article 17 paragraph 3 of the Company's articles of association, a full
release of responsibility is given to the members of the Board of Directors of the
Company for management actions and to the members of the Board of Commissioners
of the Company for supervisory actions, which they have carried out during the
financial year 2023, to the extent that these actions are reflected in the Annual Report
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and Annual Financial Statements of the Company in the financial year 2023, except
for fraud, embezzlement and other criminal acts
For point (b) of Agenda Item 1:
Determining the use of the Company's net profit for the book year 2023 as follows:
a. Amounting to Rp 1.000.000.000,- is deposited as the Company's Mandatory Reserve
Fund, to fulfill the provisions of Article 25 paragraph 1 of the Company's articles of
association; and
b. The rest is kept in Retained Earnings to strengthen the Company's capital;
- Therefore, for the book year 2023 there will be no dividends distributed to the
shareholders of the Company.
Agenda Item 2:
The Meeting unanimously with a note that 3.000.100 shares abstained, resolved:
To authorize the Company's Board of Commissioners:
a. Based on the consideration of the Company’s Audit Committee, to appoint an
Independent Public Accountant to audit the Statements Of Financial Position, Statements
Of Profit Or Loss And Other Comprehensive Income and other parts of the Company's
Financial Statements for the book year ended on December 31, 2024; and
b. To determine the honorarium for the Independent Public Accountant and other
requirements with respect to its appointment.
Agenda Item 3:
The Meeting with the majority votes, with a note that 3.000.100 shares abstained,
resolved:
For point (a) of Agenda Item 3:
1. In connection with the term of office of the incumbent members of the Board of
Directors and the Board of Commissioners of the Company which will expire at the
closing of the Meeting, the members of the Board of Directors and the Board of
Commissioners of the Company were appointed, with the term of office commencing
from the closing of the Meeting until the closing of the Third Annual General Meeting
of Shareholders of the Company in 2027, without prejudice to the right of the General
Meeting of Shareholders of the Company to dismiss them at any time in accordance
with the provisions of Article 10 paragraph 2 and Article 13 paragraph 3 of the Articles
of Association of the Company, with the following composition:
President Director : Mrs. Lenny Sugihat
Vice President Director : Mr. Setiawan Kumala
Director : Mr. Arif Wicaksono
Director : Mr. Suroso
Director : Mr. Ibrahim
President Commissioner : Mr. Marcello Theodore Taufik
Vice President Commissioner : Mrs. Lisawati
Commissioner Independent : Mr. Sudarto
Commissioner Independent : Mr. Trisna Chandra
- provided that:
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a. the appointment of Mr. Setiawan Kumala as Vice President Director of the
Company, effective as of the passing of the fit and proper test (hereinafter referred
to as “Fit and Proper”) from the Financial Services Authority (hereinafter referred
to as “OJK”) and as long as the Fit and Proper has not been obtained, Mr.
Setiawan Kumala shall serve as Director of the Company; and
b. the appointment of Mr. Ibrahim as Director of the Company, effective as of the Fit
and Proper test from the OJK.
2. To fulfill the provisions of Article 13 paragraph 1 of the Company's Articles of
Association, to appoint Mr. Sudarto and Mr. Trisna Chandra as Independent
Commissioners of the Company.
3. To authorize the Board of Directors of the Company with the right of substitution, to
restate the resolutions adopted in the Third Meeting agenda item (a) in a Notarial deed
and subsequently notify and or register such resolutions with the Minister of Law and
Human Rights of the Republic of Indonesia and or other authorized agencies and take
all necessary actions with no single action being excluded, in accordance with and as
required by statutory provisions.
For point (b) of Agenda Item 3:
1. In accordance with the provisions of Article 11 paragraph 8 of the Company's Articles
of Association, the Board of Directors of the Company through the Board of Directors
Meeting, on behalf of the General Meeting of Shareholders, is authorized to determine
the division of duties and authority of each member of the Board of Directors of the
Company.
2. With due observance of the recommendation of the Company’s Remuneration and
Nomination Committee in accordance with the provisions of article 10 paragraph 3 and
article 13 paragraph 4 of the Company's Articles of Association, to approve:
a. To authorize the Company's Board of Commissioners to determine the amount of
salary and other allowances for the Company's members of the Board of Directors.
b. To authorize the Company's Board of Commissioners Meeting to determine the
amount of honorarium and other allowances for the Company's members of the
Board of Commissioners.
c. To authorize the Company's Board of Commissioners Meeting to determine the
distribution of the salary, honorarium and other allowances to each Company's
members of the Board of Directors and Board of Commissioners.
Agenda Item 4:
In the agenda of the Fourth Meeting, a report on the Realization of the Use of Funds in the
framework of Capital Increase with Pre-emptive Rights II (“PMHMETD II”) was presented,
because it was only a report, there was no question and answer session and also no voting
for decision making.
Jakarta, May 31, 2024
The Company's Board of Directors
Names mentioned 14 people and organisations named in the text · linked when the evidence is strong
unresolved
person
Marcello Theodore Taufik Vice
p.1 ×4
unresolved
person
Lisawati Commissioner Independent
p.1 ×2
unresolved
person
Sudarto Commissioner Independent
p.1 ×2
unresolved
person
Christophorus Alvin Kossim
p.2
unresolved
person
Lenny Sugihat Vice
p.3 ×3
unresolved
org
Financial Services Authority
p.4
unresolved
org
Minister of Law
p.4
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