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20260513_BINA_Pemanggilan RUPS_32091073_lamp2.pdf

RUPS notice Text extracted BINA

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Page 1
                               INVITATION
              ANNUAL GENERAL MEETING OF SHAREHOLDERS AND
              GENERAL MEETING OF INDEPENDENT SHAREHOLDERS
                        PT BANK INA PERDANA Tbk



The Board of Directors of PT Bank Ina Perdana Tbk (the “Company”) hereby invites the
Shareholders of the Company to attend the Annual General Meeting of Shareholders (“AGMS”)
and the General Meeting of Independent Shareholders (“Independent GMS”) (hereinafter the
Annual General Meeting of Shareholders and Independent General Meeting of Shareholders shall
be collectively referred to as the “Meeting”), which will be held on:
Day, Date               : Thursday, June 5th, 2026
Time                    : 10:00 a.m. - finished
Venue                   : PT. Bank Ina Perdana Tbk
                           Ariobimo Sentral Building, 10th Floor
                           Jl. H.R. Rasuna Said Blok X-2 Kav. 5 Jakarta 12950
Electronic                 Access the KSEI Electronic General Meeting System (“eASY.KSEI”)
Attendance Link         : facility at https://akses.ksei.co.id/ provided by KSEI.


The Company’s Meeting will be held physically and electronically through the Electronic General
Meeting System facility in accordance with the Financial Services Authority Regulation Number
15/POJK.04/2020 regarding the Plan and Implementation of General Meeting of Shareholders of
Public Companies and Financial Services Authority Regulation Number 14 Year 2025 regarding
the Electronic Implementation of General Meeting of Shareholders, General Meeting of
Bondholders, and General Meeting of Sukukholders, with the Meeting agenda and explanations
as follows:

Agenda of AGMS:

1. Approval and Ratification of the Annual Report, including the Company's Financial
   Statements and the Board of Commissioners' Oversight Report for the 2025 Financial
   Year, and to grant full release and discharge (acquit et decharge) to the members of the
   Board of Directors for their management actions and to the members of the Board of
   Commissioners for their oversight actions performed during the 2025 Financial Year.

   Explanation:
   Pursuant to the provisions of Article 66 paragraph (1) and Article 69 paragraph (1) of Law
   Number 40 of 2007 regarding Limited Liability Companies, as most recently amended by Law
   Number 6 of 2023 regarding the Enactment of Government Regulation in Lieu of Law Number
   2 of 2022 regarding Job Creation into Law (“Company Law”), in conjunction with Article 10
   paragraph (4) points a and b and paragraph (5) of the Company’s Articles of Association , it is
   stipulated that the approval of the Annual Report, including the ratification of the Financial
   Statements and the Board of Commissioners' Oversight Report, shall be resolved by the
   General Meeting of Shareholders.
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2. Determination on the utilization of the Company's net profit or loss for the 2025 Financial
   Year.

   Explanation:
   Pursuant to the provisions of Article 71 paragraph (1) of the Company Law in conjunction with
   Article 10 paragraph (4) letter c of the Company’s Articles of Association, the Board of Directors
   shall submit a proposal regarding the utilization of the Company's net profit—provided the
   Company has a positive profit balance including the determination of reserve allocations, to be
   resolved by the General Meeting of Shareholders (“GMS”).

3. Determination of the salaries, allowances, and/or other emoluments for the members of
   the Board of Directors, and the honorarium and/or allowances for the members of the
   Board of Commissioners of the Company for the 2026 Financial Year.

   Explanation:
   Pursuant to the provisions of Article 96 and Article 113 of the Law on Limited Liability
   Companies in conjunction with Article 13 paragraph (14) and Article 16 paragraph (6) of the
   Company’s Articles of Association, the determination of salaries, honorarium, and other
   allowances (if any) for members of the Board of Directors and the Board of Commissioners of
   the Company shall be resolved by the General Meeting of Shareholders (“GMS”), whereby the
   authority of the GMS to determine the amount of salaries, honorarium, and other allowances
   (if any) for members of the Board of Directors may be delegated to the Board of Commissioners
   and/or to the Controlling Shareholder of the Company. For the Board of Commissioners, the
   GMS delegates its authority to the Controlling Shareholder of the Company.

4. Appointment of a Public Accountant and/or Public Accounting Firm to audit the
   Company’s Financial Statements for the 2026 Financial Year, and approval of the
   determination of the honorarium amount and other terms and conditions for such
   appointment.

   Explanation:
   Pursuant to the provisions of Article 3 of OJK Regulation No. 9 of 2023 dated July 11th, 2023,
   regarding the Use of Public Accountant Services and Public Accounting Firms in Financial
   Services Activities, and Article 59 paragraph (1) of POJK No. 15/2020, in conjunction with
   Article 10 paragraph (4) letter d of the Company’s Articles of Association, the appointment and
   dismissal of a Public Accountant who will provide audit services on annual historical financial
   information must be resolved by the GMS by considering the proposal from the Board of
   Commissioners; whereby the GMS may delegate the authority to the Board of Commissioners
   to appoint the Public Accountant to audit the Company’s financial statements for the 2026 fiscal
   year and to determine the honorarium thereof.

5. Changes in the Composition of the Company’s Management.

   Explanation:
   Pursuant to the provisions of Article 3, Article 8, Article 23, and Article 27 of Financial Services
   Authority (OJK) Regulation No. 33/POJK.04/2014 concerning the Board of Directors and Board
   of Commissioners of Issuers or Public Companies, in conjunction with Article 11 paragraph (6),
   Article 14 paragraph (2), paragraph (8), and paragraph (10) letter a, and Article 17 paragraph
   (7) of OJK Regulation No. 17 of 2023 concerning the Implementation of Governance for
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    Commercial Banks, and Article 13 of the Company’s Articles of Association, members of the
    Board of Directors shall be appointed by the General Meeting of Shareholders (GMS).


Agenda of Independent GMS:

●   Approval of the Plan for Capital Increase Without Pre-emptive Rights (“PMTHMETD”).

    Explanation:
    a. Pursuant to the provisions of Financial Services Authority (OJK) Regulation No.
        32/POJK.04/2015, as amended by OJK Regulation No. 14/POJK.04/2019, concerning
        Capital Increase in Public Companies with Pre-emptive Rights, the Company plans to
        issue a maximum of 80,000,000 (eighty million) new common shares without Pre-emptive
        Rights, representing a maximum of 1.30% (one point three zero percent) of the Company’s
        total issued and paid-up capital. In connection with the plan for Capital Increase Without
        Pre-emptive Rights (“PMTHMETD”), the Company requires the approval of independent
        shareholders in an Independent General Meeting of Shareholders.
    b. Following up on the implementation of the PMTHMETD, the Company shall also amend
        Article 4 paragraph (2) of the Company's Articles of Association regarding the increase in
        the Company's issued and paid-up capital, and grant the power and authority to the Board
        of Directors and/or the Board of Commissioners of the Company to carry out all necessary
        actions for the implementation of the said PMTHMETD in accordance with prevailing laws
        and regulations. The amendment of the Company's Articles of Association concerning the
        increase in issued and paid-up capital in connection with the PMTHMETD shall only be
        conducted if such increase is implemented by the Company.

Notes:

1. This Notice constitutes an official invitation to the Company’s Meeting for all Shareholders of
   the Company in accordance with the provisions of Article 17 paragraph (1) of POJK No.
   15/2020 and Article 11 paragraph (12) of the Company’s Articles of Association; accordingly,
   the Board of Directors of the Company shall not send separate invitation letters to the
   Shareholders.

2. In accordance with Article 23 paragraph (2) of POJK 15/2020 and Article 12 paragraph (5)
   point 2 of the Company’s Articles of Association, Shareholders who are entitled to attend or be
   represented in the AGMS are the Company's Shareholders whose names are registered in the
   Company’s Register of Shareholders in the securities sub-account balance at PT Kustodian
   Sentral Efek Indonesia (“KSEI”) and/or the Company's shareholders on the Indonesia Stock
   Exchange (“IDX”) as of Tuesday, May 12th, 2026, at the close of trading..

3. Regarding the Independent GMS which requires the approval of independent shareholders,
   pursuant to the provisions of POJK 15/2020 and the Company’s Articles of Association, the
   Shareholders entitled to attend or be represented by a valid power of attorney and to vote are
   those Shareholders who do not have a personal economic interest in relation to a certain
   transaction and:
   a. are not members of the Board of Directors, members of the Board of Commissioners, Major
      Shareholders, or the Controlling Shareholder; or
   b. are not affiliates of the members of the Board of Directors, members of the Board of
      Commissioners, Major Shareholders, or the Controlling Shareholder,
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   and whose names are recorded in the Company’s Register of Shareholders and/or the
   securities sub-account balance at KSEI on Tuesday, May 12th, 2026, by the close of the
   Company’s share trading on the Indonesia Stock Exchange (IDX).

4. In addition to being held physically, the Company’s Meeting will also be conducted
   electronically using the eASY.KSEI application provided by KSEI, with due regard to OJK
   Regulation No. 14/2025 in conjunction with Article 11 paragraph (15) of the Company’s Articles
   of Association.

5. In connection with the convening of the Meeting through eASY.KSEI as referred to above, the
   participation of Shareholders in the Meeting may be conducted through the following
   mechanisms:
   a. attending the Meeting electronically through the eASY.KSEI application;
   b. attending the Meeting physically; or
   c. being represented by another party by granting an electronic power of attorney through the
      eASY.KSEI application or by granting a written power of attorney.

6. The procedures for the Meeting are as follows:
   a. Shareholders attending electronically or appointing a proxy through the eASY.KSEI Facility
      shall comply with the following procedures:
      1) Shareholders must first be registered in the KSEI Securities Ownership Reference
         facility (“AKSes KSEI”). If a shareholder is not yet registered, please complete the
         registration via the website https://akses.ksei.co.id;
      2) Shareholders already registered as AKSes KSEI users may grant their proxy
         electronically through eASY.KSEI by first logging into AKSes KSEI;
      3) The period during which Shareholders may declare their proxy and cast their votes,
         change the appointment of a proxy and/or voting preferences for the Meeting agenda,
         or revoke a proxy, is from the date of the Meeting Notice until no later than 1 (one)
         business day prior to the Meeting date, specifically June 4th, 2026, at 12:00 PM WIB;
         and
      4) Guides for registration, usage, and further explanations regarding eASY.KSEI are
         available on the Company’s website at https://www.bankina.co.id/.

   b. The Registration Process for Shareholders who will attend the Meeting electronically to cast
      votes via eASY.KSEI shall observe the following:
      1) The following Shareholders must perform electronic attendance registration in
          eASY.KSEI on the date of the Meeting until the electronic registration period is closed
          by the Company:
            i. Local Individual Shareholders who have not submitted a declaration of attendance
               or a power of attorney in the eASY.KSEI application by the specified deadline and
               wish to attend the Meeting electronically;
           ii. Local Individual Shareholders who have submitted a declaration of attendance but
               have not cast their votes in eASY.KSEI by the specified deadline and wish to attend
               the Meeting electronically;
          iii. Proxies of Shareholders who have granted power of attorney to an Independent
               Representative or Individual Representative, but have not cast their votes in
               eASY.KSEI by the specified deadline;
         iv. Proxies of Shareholders who have granted power of attorney to a
               participant/intermediary (Custodian Bank or Securities Company) and have cast
               their votes in eASY.KSEI by the specified deadline.
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      2) Shareholders who have declared their attendance or granted a power of attorney to an
         Independent Representative or an Individual Representative and have cast their votes
         for the Meeting agenda items in eASY.KSEI by the specified deadline, are not required
         to perform electronic registration of attendance in eASY.KSEI..
      3) Any delay or failure in the electronic registration process for any reason whatsoever shall
         result in the Shareholder or their proxy being unable to attend the Meeting electronically,
         and their shareholding shall not be counted towards the attendance quorum.
      4) Registration guidelines, usage manuals, and further details concerning eASY.KSEI and
         AKSes KSEI are available on the https://easy.ksei.co.id website and/or the
         https://akses.ksei.co.id website.

7. Shareholders may attend the Meeting physically by adhering to the following provisions:
   a. Shareholders are recommended to attend by being represented by their proxy under the
      following conditions
      1) Shareholders provide a power of attorney to the Independent Representative;
      2) The Power of Attorney form can be downloaded from the Company’s website. The duly
           completed Power of Attorney must be submitted to the Company’s Share Registrar, PT
           Raya Saham Registra, Plaza Sentral Building, 2nd Floor, Jl. Jenderal Sudirman Kav.
           47-48, Jakarta 12930, Tel: (021) 2525666, no later than Wednesday, June 4, 2026, at
           12:00 PM.
   b. Shareholders (or their proxies) attending the Meeting are requested to bring and submit a
      photocopy of a valid identity card to the registration officer before entering the meeting room.
   c. Shareholders in the form of legal entities are requested to bring a complete photocopy of
      their Articles of Association, as well as the latest deed regarding the composition of the
      Board of Directors and the Board of Commissioners.

8. AGMS agenda materials can be accessed or downloaded via the Company's website
   (www.bankina.co.id) from the date of this AGMS Invitation until the date the AGMS is held..

9. To facilitate the organization and orderliness of the AGMS, shareholders or their Proxy are
   requested to be respectfully present at the AGMS venue no later than 30 (thirty) minutes before
   the AGMS begins.

10. The Company may issue a further announcement should there be any amendments and/or
    additional information regarding the procedures for conducting the Meeting, in accordance with
    prevailing laws and regulations.


                                     Jakarta, May 13th, 2026
                                    PT Bank Ina Perdana Tbk


                                             Directors

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Names mentioned 5 people and organisations named in the text · linked when the evidence is strong

linked org BANK INA PERDANA Tbk p.1 ×11
unresolved org Financial Services Authority p.1 ×4
unresolved org PT Kustodian Sentral Efek Indonesia p.3
unresolved org Indonesia Stock Exchange p.3 ×2
unresolved org PT Raya Saham Registra p.5

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