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20240528_BNBA_Pemanggilan RUPS_31643570_lamp4.pdf

RUPS notice Text extracted BNBA

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Page 1
                                INVITATION
            OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
                        P.T. BANK BUMI ARTA Tbk.
                              (the “Company”)

The Board of Directors of the Company hereby invites all Shareholders of the Company to attend
the Annual General Meeting of Shareholders (the ”Meeting”) of the Company, which will be
convened on:

              Day/Date    : Wednesday, June 19th, 2024
              Time        : 03:00 p.m. Western Indonesia Time – finished
              Venue       : Bank Bumi Arta Building 4th Floor
                            Jalan KH. Wahid Hasyim No. 234-236
                            Jakarta Pusat 10250

The Agenda of Meeting:

 1. The Company’s Annual Report including ratification of the Company’s Financial
    Statements and Supervisory Report from the Board of Commissioners, for the financial year
    of 2023;
 2. Appropriation of the Company’s profit for the financial year of 2023;
 3. Appointment of the Company’s Public Accountant and/or the Company’s Public Accountant
    Office who will audit the Company’s Financial Statements for the financial year of 2024;
 4. Determination of the honorarium and tantieme for the Board of Commissioners and to grant
    authority to the Board of Commissioners to determine salary and remunerations and
    tantieme for the Board of Directors of the Company;
 5. Report on The Realization of The Use of Proceeds from The Issue of Shares in Order To:
      a. Increase of Company’s Capital By Granting Pre-emptive Rights I (“PMHMETD I”)
          in 2021;
      b. Increase of Company’s Capital By Granting Pre-emptive Rights II (“PMHMETD II”)
          in 2022;
  6. Changes of Company’s Board of Commissioners and Directors;
  7. Changes of Company’s Articles of Association to adapt Financial Services Authority
     Regulation No. 17 of 2023 concerning Implementation of Governance for Commercial
     Banks.

Explanation of The Agenda of Meeting:
 a. Agenda 1 to 4 are Agenda of the Meeting which is regularly held at the Company’s Meeting.
    This is an accordance with the provisions in Company’s Articles of Association and Law
    No. 40 of 2007 regarding Limited Liability Company as Last Amended by Law No. 6 of
    2023 regarding Establishment of Government Regulation in Lieu of Law No. 2 of 2022 on
Page 2
    Job Creation Becoming Law (“Company Law”) and the Financial Services Authority
    Regulation No. 15/POJK.04/2020 regarding to the Planning and Implementation of a General
    Meeting of Shareholders of Public Company; and
 b. The 5th Meeting Agenda is an agenda to comply with Financial Services Authority
    Regulation No. 30/POJK.04/2015 concerning Report on the Realization of the Use of
    Proceeds from Public Offerings, especially Article 6.
 c. The 6th Meeting Agenda is an agenda for the reappointment of the Company's Board of
    Commissioners and Directors in accordance with the provisions of Article 18 paragraph (13)
    and Article 15 paragraph (10) of the Company's Articles of Association as well as Article 111
    and Article 94 of the Company Law which regulate that Members of the Board of
    Commissioners and The Company's Directors are appointed and dismissed by the General
    Meeting of Shareholders.
 d. The 7th Meeting Agenda is an agenda to amend the Company's Articles of Association to
    comply with Financial Services Authority Regulation No. 17 of 2023 concerning
    Implementation of Governance for Commercial Banks.

Notes:
 1. The Company has made a Meeting Announcement on May 13th, 2024, and as further detailed
     in this Invitation.
 2. The Company does not send separate invites to the Shareholders of the Company, and this
     invitation shall be considered as an official invite and this invitation may also be seen on the
     Company's website, the Indonesia Stock Exchange website and the website of the e-GMS
     provider (eASY.KSEI).
 3. The Shareholders of the Company who are entitled to attend or to be represented in the
     Meeting are those whose names that are registered in the Shareholders Register of the
     Company as of May 27th, 2024 at 16.00 Western Indonesia Time, or Shareholders of the
     Company who are registered at the securities sub account within PT. Kustodian Sentral Efek
     Indonesia (KSEI) at the closing of shares trading as of May 27th, 2024 (the "Eligible
     Shareholders").
 4. In connection with the issuance of KSEI's letter No. KSEI-4012/DIR/0521 dated May 31st,
     2021 regarding the Implementation of the e-Proxy Module and e-Voting Module on the
     eASY.KSEI Application and the Broadcasts of the General Meeting of Shareholders,
     currently KSEI has provided an e-GMS platform for the electronic General Meeting of the
     Shareholders (“GMS”). Therefore, the Company may hold the Meeting electronically where
     the Eligible Shareholders of the Company may attend the Meeting electronically through the
     Electronic General Meeting System application with the link https://easy.ksei.co.id/egken
     (eASY.KSEI) provided by KSEI.
 5. The Eligible Shareholders who can attend directly electronically as mentioned in number 3
     above shall be local individual shareholders whose shares are kept in KSEI's collective
     custody.
 6. In accordance with the provisions of the Financial Services Authority Regulation No.
     15/POJK.04/2020 concerning the Planning and Organizing of the General Meeting of
     Shareholders of a Public Company (“POJK GMS”) and the Financial Services Authority
     Regulation No. 16/POJK.04/2020 concerning the Implementation of the General Meeting of
     Shareholders Electronically Publicly Listed Company Shares (“POJK eRUPS”), the Meeting
Page 3
    will be held electronically using the eGMS which provided by KSEI, the
    implementation of which is carried out in accordance with the provisions of KSEI
    Regulation No. XI-B concerning the Procedure for the Convening of Electronic General
    Meeting of Shareholders Supplemented by the Casting of Votes through KSEI Electronic
    General Meeting System of KSEI (eASY.KSEI) (Attachment to the Decree of the Directors
    of KSEI No. 0030/DIR/KSEI/1022 of the Year 2022), with a physical meeting mechanism
    that will be attended by the Chairperson of the Meeting, Members of the Board of Directors
    and Members of the Board of Commissioners, the Notary, Supporting
    Institutions/Professionals for the implementation of the Meeting, and other parties invited by
    the Board of Directors of the Company. The Company limits only 4 (four) of the Eligible
    Shareholders in the form of legal entity or their proxy with the mechanism referring to the
    provisions of Article 8 paragraph (4) POJK eRUPS. Meanwhile, the Meeting venue for the
    physical Meeting is as mentioned above.
7. To use the eASY.KSEI application, the Eligible Shareholders may access the eASY.KSEI
    menu, the eASY.KSEI Login sub-menu which is in the AKSes facility
    (https://akses.ksei.co.id/). Furthermore, the Eligible Shareholders who will use eASY.KSEI
    may also download the user guide at the following link (https://akses.ksei.co.id/).
8. Before determining their participation in the Meeting, the Eligible Shareholders are required
    to read the provisions conveyed through this invitation as well as other provisions related to
    the implementation of the Meeting as determined by the Company’s sole discretion. The
    Company has the right to determine other requirements regarding the participation of the
    Eligible Shareholders or their proxies who will physically attend the Meeting.
9. The Eligible Shareholders who will exercise their voting rights through the eASY.KSEI
    application, may inform their presence or appoint their attorney, and/or submit their voting
    choices to the eASY.KSEI application.
10. The deadline for the Eligible Shareholders of local individual type to provide a declaration
    of attendance or power of attorney and vote in the eASY.KSEI application is 12.00 WIB on
    1 (one) working day prior to the date of the Meeting, which is June 14th, 2024.
11. The Eligible Shareholders or their proxies who will attend electronically by means of the
    eASY.KSEI application, are expected to pay attention to the following matters:
    a. For:
        i. The Eligible Shareholders of local individual type who have not yet made their
             declaration of electronic attendance up to the deadline as referred in number 10
             above;
        ii. The Eligible Shareholders of local individual type who have made their declaration
             of electronic attendance but have not yet given their choice of vote up to the deadline
             as referred to in point 10 above;
        iii. The Individual Representatives, and independent parties who have been appointed
             by the Company (PT. Adimitra Jasa Korpora as the Company's Securities
             Administration Bureau) who have received power of attorney from the Eligible
             Shareholders, but the Eligible Shareholders have not yet given their choice of vote
             up to the deadline as referred to in number 10 above;
        iv. The Participants of KSEI/Intermediary (the Custodian Bank or Securities Company)
             who have received power of attorney from the Eligible Shareholders who have
             determined their choice of vote in eASY.KSEI application;
Page 4
    Will be obliged to carry out registration by means of eASY.KSEI application on the date of
    the Meeting from 08.00 Western Indonesia Time to 14.45 Western Indonesia Time.
    b. Lateness or failure in the electronic registration process due to any reason whatsoever
        will result in the Eligible Shareholders or their proxies being unable to attend the
        Meeting electronically, and their share ownership will not be taken into account in
        determining the attendance quorum of the Meeting.
12. The Eligible Shareholders either present themselves or represented by their proxy but have
    not yet given their choice of vote on the agenda of the Meeting as referred to in number 11
    letter a point i to iii, then the Eligible Shareholders or their proxy have the opportunity to
    submit their choice of vote during the voting since it was opened until the Chairperson of
    the Meeting closed the voting for Meeting resolutions.
13. The Eligible Shareholders or their proxies can witness the ongoing Meeting via the Zoom
    webinar by accessing the eASY.KSEI menu, which is in the AKSes facility
    (https://access.ksei.co.id/) or on the GMS display menu on KSEI mobile AKSes, provided
    that:
    a. The Eligible Shareholders or their proxies have been registered in the eASY.KSEI
       application no later than June 14th, 2024 at 12.00 WIB;
    b. 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 the Eligible
       Shareholders or their proxies who do not get the opportunity to witness the
       implementation of the Meeting through the GMS Display, they will still be considered of
       having validly attended electronically and their share ownership and choice of vote will
       be taken into account in the Meeting, as long they have been registered in the
       eASY.KSEI application;
    c. The Eligible Shareholders or their proxies who only witness the implementation of the
       Meeting via GMS Impressions but are not registered as present electronically on the
       eASY.KSEI application, the presence of the Eligible Shareholders or their proxies is
       considered invalid and is not included in the quorum calculation for meeting attendance.
14. The Eligible Shareholders or their proxies who will physically attend the Meeting as
    stipulated in number 6 of this summons, are kindly requested to bring originals and submit
    photocopies of Identity Cards (KTP) or other personal identifications for both The Eligible
    Shareholders and those who are granted power of attorney, to the registration officer before
    entering the meeting room.
    Shareholders in the form of legal entities are required to bring and submit proof of authority
    to represent legal entities, including a copy of the Articles of Association and their
    amendments along with the notarial deed showing its latest management composition.
15. The Company hereby urges the Eligible Shareholders to participate in Meeting by granting
    powers of attorney electronically (“E-Proxy”) to an independent party designated by the
    Company, namely employees of PT. Adimitra Jasa Korpora as the Company’s Securities
    Administration Bureau, through the KSEI Electronic General Meeting System
    (eASY.KSEI) facility which managed by PT Kustodian Sentral Efek Indonesia (“KSEI”).
16. The Members of the Board of Directors and Board of Commissioners as well as employees
    of the Company may not act as electronic proxies for the Eligible Shareholders in the
    Meeting.
Page 5
17. The Eligible Shareholders or their proxies who will remain physically present at the Meeting,
    must follow and pass the safety and health protocols that will be enforced by the Company.
18. In the event that the Eligible Shareholders or their proxies do not pass the security and health
    protocol as mentioned above, the Eligible Shareholders are requested to provide power of
    attorney.
19. In accordance with Articles 17 and 18 of POJK GMS, the materials for the Meeting, are
    available since the date of this invitation until the date of the Meeting, and may be obtained on
    the Company’s website https://www.bankbba.co.id/ or during office hours at the Head Office
    of the Company, if requested in writing by the Eligible Shareholders of the Company.
20. To ensure to the orderliness of the Meeting, the Eligible Shareholders or their respective
    proxies are required to be present at the venue of the Meeting at least 30 (thirty) minutes
    before the Meeting starts.
21. If after the date of this Meeting Notice there are changes in the technical operations of the
    eASY.KSEI application, or changes to any regulations, guidelines and/or explanations of
    KSEI related to the electronic meetings through the eASY.KSEI application, then such
    changes shall apply to the Meeting, and all the provisions in these General Provisions
    concerning the implementation of electronic Meeting through the eASY.KSEI application are
    deemed to be adjusted to such changes.



                                       Jakarta, May 28th, 2024
                                     P.T. Bank Bumi Arta Tbk.
                                       The Board of Directors

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Names mentioned 8 people and organisations named in the text · linked when the evidence is strong

linked org P.T. BANK BUMI ARTA Tbk. p.1 ×5
unresolved org Bank Bumi Arta Building p.1
unresolved person KH. Wahid Hasyim p.1
unresolved org Financial Services Authority p.1 ×6
unresolved org Indonesia Stock Exchange p.2
unresolved org PT. Kustodian Sentral Efek Indonesia p.2 ×2
unresolved org Sentral Efek Indonesia p.2
unresolved org PT. Adimitra Jasa Korpora p.3 ×2

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