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20260512_AGRS_Pemanggilan RUPS_32090409_lamp3.pdf
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RULES OF PROCEDURE for the Annual General for the 2025 Fiscal Year, and the Supervisory in order to comply with the provisions of the
Meeting of Shareholders (“AGMS”) Board’s Report on its Supervisory Duties. In Company’s Articles of Association, Law No. 40
PT BANK IBK INDONESIA TBK this Agenda, the Company will propose that the of 2007, and OJK regulations.
AGM ratify the Financial Statements, approve
June 3, 2026 | Grand Capitol Ballroom, 5th Floor, the Company’s Annual Report and the 4. Determination of (a) salaries, allowances,
Manhattan Hotel Jakarta, Jl. Prof. DR. Satrio, Supervisory Report of the Company’s Board of bonuses, and/or other compensation for
Kuningan, Setiabudi, South Jakarta 12940 Commissioners, as well as to grant full members of the Company’s Board of
discharge and release of liability (volledig Directors for the 2026 fiscal year, and (b)
1. General acquit et décharge) to the Company’s Board of honoraria, allowances, bonuses, and/or
The Company hereby invites its shareholders to Directors and Board of Commissioners for the other compensation for members of the
attend the Company’s Annual General Meeting of management and supervision carried out Company’s Board of Commissioners for the
Shareholders (AGM) (“the Meeting”), to be held during the 2025 Fiscal Year, to the extent that 2026 fiscal year;
on: such management and supervisory actions are
reflected in the Company’s 2025 Annual Explanation:
Day, Date : Wednesday, June 3, 2026 Report prepared in accordance with relevant The Company will propose at the Annual
Time : 2:00 PM - End regulations, including but not limited to Law General Meeting of Shareholders to:
Venue : Grand Capitol Ballroom lt5, No. 40 of 2007 concerning Limited Liability Set a maximum increase of 10% for the
Hotel Manhattan Jakarta Jl. Companies as last amended by Law No. 6 of determination of salaries, allowances,
Prof. DR. Satrio, Kuningan, bonuses, and/or other compensation for all
2023 on the Enactment of Government
Setiabudi Jakarta Selatan members of the Board of Commissioners and
Regulation in Lieu of Law No. 2 of 2022 on Job
12940 the Board of Directors of the Company for the
Creation into Law (“Law 40/2007”) and OJK
2026 fiscal year, taking into account the
Regulations.
2. AGMS Agenda recommendations of the Remuneration and
Nomination Committee;
2. Determination of the use of the Company's net
1. Approval and ratification of the Company's profit for the financial year 2025;
Annual Report for the fiscal year ending 5. Approval of Changes to the Company’s
December 31, 2025 (“Fiscal Year 2025”), Explanation: Board of Directors.
including: Pursuant to Article 71 of Law No. 40 of 2007,
a. Company Financial Statements; the Company will propose the appropriation of
b. Company Annual Report; and Penjelasan:
net income for the relevant fiscal year as stated
The 5th meeting is an agenda item that
c. Report on the Supervisory Duties of the in the balance sheet and income statement
Company’s Board of Commissioners; requires approval by the General Meeting of
approved by the Annual General Meeting of
As well as the granting of discharge and release Shareholders. This is in accordance with the
Shareholders.
from liability (acquit et decharge) to the Company’s Articles of Association, Law No.
members of the Company’s Board of Directors 3. Appointment of a Public Accountant and/or a 40 of 2007, and OJK Regulations.
and Board of Commissioners in connection Public Accounting Firm to audit the Company’s
with their management and supervision financial statements for the fiscal year 2026, 6. Approval of the Update to the Company’s
during the 2025 fiscal year. based on the proposal of the Board of Recovery Plan for the 2025 Fiscal Year
Commissioners and taking into account audit Explaination:
Explanation: recommendations;
The Company will propose at the AGMS to: Pursuant to Financial Services Authority
Regulation No. 5 of 2024 on the
The Company’s Annual Report includes, Explanation: Determination of Supervisory Status and the
among other things, the Company’s Activity The 3rd meeting agenda is a routine agenda Handling of Issues at Commercial Banks, the
Report, the Company’s Financial Statements item included in every AGMS of the Company,
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Recovery Plan must be approved at the e. Shareholders or their authorized 8. Quorum of Attendance
General Meeting of Shareholders. representatives who arrive late after the The quorum for the meeting is counted only
registration deadline has closed may once, immediately before the meeting begins.
3. Shareholders Attending the Meeting and attend the Meeting, but may not
Voting Rights participate in the question-and-answer AGMS :
a. Shareholders entitled to attend or be session, and their votes will not be counted
represented at the Meeting are: in the decision-making process. First agenda item: in accordance with
- Shareholders whose shares are held 4. Invitation Article 16(1)(a) of the Company’s Articles of
in the Collective Custody of PT Persons who are not shareholders of the Association, Article 86(1) of Law No. 40 of
Kustodian Sentral Efek Indonesia Company but are present at the invitation of 2007 on Limited Liability Companies (UUPT),
(“KSEI”) are limited to shareholders the Board of Directors do not have the right and Article 41(1)(a) of Financial Services
or their authorized representatives to ask questions, express opinions, or vote at Authority Regulation No. 15/ POJK.04/2020
whose names are listed in the the Meeting. on the Planning and Conduct of General
Shareholder Register (DPS) 5. Language Meetings of Shareholders of Public
published by KSEI based on investor The meeting will be held in Indonesian Companies (POJK 15/2020), namely that this
6. Chairperson Meeting is valid if more than 1/2 of the total
data listed in the securities sub-
In accordance with the provisions of Article 15 number of shares with valid voting rights
account as of the record date, namely
(1) of the Company’s Articles of Association, issued by the Company are present or
May 11, 2026, at 4:00 PM WIB.
the Meeting shall be chaired by a member of represented.
- For the Company’s shares that have
the Board of Commissioners appointed by the Second agenda item: in accordance with
not yet been deposited in a collective Article 16(1)(a) (a) of the Company’s Articles
Board of Commissioners. In the event that all
custody account, the Shareholder or members of the Board of Commissioners are of Association, Article 86(1) of the Limited
the Shareholder’s authorized unable to attend or are otherwise prevented Liability Companies Act (UUPT), and Article
representative, whose name is from doing so—a fact that need not be proven 41(1)(a) of OJK Regulation No. 15/2020,
recorded in the Company’s to third parties—the Meeting shall be chaired namely that this Meeting is valid if more than
Shareholder Register (DPS) of the by a member of the Board of Directors. 1/2 of the total number of shares with valid
Company as of May 11, 2026, at 4:00 voting rights issued by the Company are
PM WIB at the Securities If all members of the Board of Directors are present or represented.
Administration Bureau (BAE) of PT absent or unable to attend, the Meeting shall be Agenda Item 3: In accordance with Article
Adimitra Jasa Korpora; chaired by a shareholder present at the 16(1)(a) (a) of the Company’s Articles of
Meeting, who shall be appointed by and from Association, Article 86(1) of the Limited
b. Shareholders may be represented by Liability Companies Act (UUPT), and Article
among the participants of the Meeting.
their authorized representatives by 41(1)(a) of OJK Regulation No. 15/2020,
means of a power of attorney; namely that this Meeting is valid if more than
c. The Chair of the Meeting has the right to 7. This meeting utilizes the Electronic
1/2 of the total number of shares with valid
request that the power of attorney General Meeting System (eASY.KSEI), voting rights issued by the Company are
authorizing representation of a an application for conducting General present or represented.
Shareholder be presented to him or her at Agenda Item 4: In accordance with Article
the time of the Meeting;
Shareholders' Meetings
16(1)(a) (a) of the Company’s Articles of
d. Shareholders or their authorized electronically, provided by PT Association, Article 86(1) of the Limited
representatives have the right to express Kustodian Sentral Efek Indonesia. Liability Companies Act (UUPT), and Article
their opinions and/or ask questions, as 41(1)(a) of POJK 15/2020, namely that this
well as to vote on each item on the Meeting is valid if more than 1/2 of the total
meeting agenda.; number of shares with valid voting rights
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issued by the Company are present or two questions, with each turn limited to - Second: Shareholders or their proxies—
represented. one question. other than those who have been granted
c. Shareholders attending the meeting electronic proxy authority via the
Fifth agenda item: in accordance with electronically and registered on the eASY.KSEI application—who cast a
Article 16(1)(a) (a) of the Company’s Articles eASY.KSEI app may submit questions blank vote or abstain will be asked to
of Association, Article 86(1) of the Limited and/or comments through the eASY.KSEI raise their hands, and Company staff will
Liability Companies Act (UUPT), and Article app in writing (via the chat feature). They distribute forms to be filled out with
41(1)(a) of OJK Regulation No. 15/2020, must include their name and the number their name, the number of shares held or
namely that this Meeting is valid if more than of shares held, followed by their question represented, and submitted to the staff
1/2 of the total number of shares with valid or comment. Answers to questions or for recording in the eASY.KSEI
voting rights issued by the Company are responses to comments will be provided in application.
present or represented. writing. - Third: Shareholders or their proxies—
Agenda Item 6: In accordance with Article other than those holding electronic
16(1)(a) (a) of the Company’s Articles of 10. Voting proxies on the eASY.KSEI application—
Association, Article 86(1) of the Limited a. Voting on each agenda item of the who do not raise their hands or who
Liability Companies Act (UUPT), and Article meeting is conducted as follows: leave the meeting room during the
41(1)(a) of POJK 15/2020, namely that this i. Electronic voting on the voting process are deemed to have voted
Meeting is valid if more than 1/2 of the total eASY.KSEI app; in favor.
number of shares with valid voting rights - Fourth: Shareholders who are present
ii. The votes of the shareholders electronically and registered on the
issued by the Company are present or
present at the meeting, cast
represented. eASY.KSEI application shall cast and
during the voting on the relevant
submit their votes on each agenda item
agenda item; of the Meeting, whether in favor or
9. Questions and Comments
The Chair of the Meeting shall give iii. votes cast by shareholders other against
Shareholders or their proxies the than those represented by proxy
opportunity to ask questions or express their who are present at the Meeting, b. Electronic voting via the eASY.KSEI app
opinions before a decision is made, as submitted at the time of voting for each agenda item of the Meeting will
follows: on the relevant agenda item; be conducted for a maximum of 2 (two)
a. Shareholders or their proxies who wish to Voting shall be conducted in minutes (voting time).
ask questions or express their opinions are accordance with the following
invited to raise their hands; Company staff procedures: c. Every Shareholder or their authorized
will then distribute question forms, and representative is entitled to vote. Each
shareholders are asked to write their - First: Shareholders or their proxies— share entitles its holder to cast 1 (one)
names, the number of shares they own or other than those with electronic proxy
vote. If a Shareholder holds more than 1
represent, and their questions. authorization on the eASY.KSEI
(one) share and is present at the
b. The question-and-answer session will last application—who cast a vote of dissent
Meeting, he or she, or a proxy 3 / 3 of a
no longer than 10 minutes (for each will be asked to raise their hands, and
shareholder other than an electronic
agenda item of the Meeting), unless Company officials will distribute forms
to be filled out with their names and the proxy holder on the eASY.KSEI
otherwise determined by the Chair of the
number of shares held or represented, application, is only required to cast 1
Meeting. Given the time constraints,
which must then be submitted to (one) vote, and that vote represents all
during each agenda item of the Meeting,
Company officials for recording on the shares held by him or her.
each shareholder or their proxy will be
given the opportunity to ask a maximum of eASY.KSEI application.
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d. In accordance with the provisions - Second agenda item: in accordance with Authority Regulation No. 14 of 2025 (two
Article 16(1)(a) of the Company’s Articles thousand twenty-five) on the Conduct of
of Article 16 (9) of the Company’s
of Association, Article 87(2) of the Limited General Meetings of Shareholders, the
Articles of Association, in the Liability Companies Act, and Article General Meeting of Bondholders, and the
decision-making process, if a 41(1)(c) of OJK Regulation No. 15/2020, General Meeting of Sukuk Holders
Shareholder or his/her proxy the resolution was adopted and approved Electronically (“POJK 14/2025”), an
by more than half of the total number of alternative has been provided for
does not cast a vote (blank voting shares present at Shareholders to grant proxy electronically
vote/abstention), he/she shall be - Item 3: In accordance with Article 16(1)(a) through the eASY.KSEI application managed
deemed to have cast a vote in of the Company’s Articles of Association, by PT Kustodian Sentral Efek Indonesia
accordance with the majority Article 87(2) of the Limited Liability (KSEI) (“E-Proxy”).
Companies Act, and Article 41(1)(c) of OJK
vote of the Shareholders who d. Regulation No. 15/2020, the resolution The Company strongly urges all Shareholders to
cast their votes at the Meeting. was adopted and approved by more than grant a proxy to the independent party appointed
half of the total number of voting shares by the Company, namely PT Adimitra Jasa
e. For proxies other than electronic proxies present at the Meeting; Korpora, via E-Proxy, to represent the
on the eASY.KSEI application who have - Fourth agenda item: in accordance with Shareholders in attending and voting at the
been authorized by Shareholders to cast Article 16(1)(a) of the Company’s Articles Meeting.
a “no” vote or a blank/abstention vote, of Association, Article 87(2) of the Limited
but who do not raise their hands to cast Liability Companies Act, and Article
a “no” vote or a blank/abstention vote at 41(1)(c) of OJK Regulation No. 15/2020,
the time of decision-making, they shall the resolution was adopted and approved
be deemed to have approved the by more than half of the total number of
proposals and decisions put forward at voting shares present at the Meeting;
the Meeting. - Fifth agenda item: in accordance with
Article 16(1)(a) of the Company’s Articles
Decisions of Association, Article 87(2) of the Limited
In accordance with the provisions of Article Liability Companies Act, and Article
16, paragraph (13) of the Company’s Articles 41(1)(c) of OJK Regulation No. 15/2020,
of Association, decisions of the Meeting shall the resolution was adopted and approved
be made by consensus. In the event that a by more than half of the total number of
decision by consensus cannot be reached, the voting shares present at the Meeting;
following shall apply: - Sixth agenda item: in accordance with
Article 16(1)(a) of the Company’s Articles
AGMS : of Association, Article 87(2) of the Limited
- First agenda item: in accordance with Liability Companies Act, and Article
Article 16(1)(a) of the Company’s Articles 41(1)(c) of OJK Regulation No. 15/2020,
of Association, Article 87(2) of the Limited the resolution was adopted and approved
Liability Companies Act, and Article by more than half of the total number of
41(1)(c) of OJK Regulation No. 15/2020, voting shares present at the Meeting;
the resolution was adopted and approved
by more than half of the total number of 12. General
voting shares present at the Meeting; In accordance with POJK 15/2020 and
Article 24(1)(a) of Financial Services
Names mentioned 5 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1
unresolved
org
Sentral Efek Indonesia
p.2 ×2
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.4
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