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20240514_PNBS_Pemanggilan RUPS_31638646_lamp3.pdf
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INVITATION OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT BANK PANIN DUBAI SYARIAH TBK
(“The Company”)
The Board of Directors of The Company, domiciled in Jakarta Barat, hereby invite the
Shareholders of Company to attend the Annual General Meeting of Shareholders (hereinafter
referred to as the “Meeting”), which will be held on :
Day/Date : Wednesday/June 5th, 2024
Time : 10.00 AM (Western Indonesian Local Time) - finish
Place : Panin Bank Building, 4th Floor:
Jl. Jend Sudirman - Senayan Jakarta 10270
Link for : Access the KSEI Electronic General Meeting System
electronic (eASY.KSEI) facility at the link https://akses.ksei.co.id/
attendance provided by KSEI
The Meeting Agenda:
1. Approval for the Company’s Annual Report on business activities and Validation of the
Company’s Annual Financial Statement, including the Supervision Report of the Board
of Commissioners of the Company for the accounting year of 2023;
2. Approval for the use of profits for the accounting year ended on December 31st, 2023;
3. Determination of honorarium of the Board of Commissioners of the Company and
granting of authority to the Board of Commissioners of the Company in order to
determine wages and allowances of the members of the Board of Directors of the
Company;
4. Grant of the authority to the Board of Directors of the Company to assign the duties and
authority of members of the Board of Directors of the Company;
5. Appointment of a Public Accountant to audit the Company’s books for the accounting
year of 2024;
6. Change of the Company Management.
Explanation of the Meeting Agenda are as follows:
- The 1st, 2nd, 3rd, 4th and 5th meeting agenda are the regular agendas, held by the
Company in accordance with the provisions of the Article of Association of the Company
and the Law Number 40, 2007 regarding the Limited Liabilities Companies (UUPT) and
the Financial Services Authority Regulation (“POJK”).
- The 6th meeting agenda is held due to the end of tenure period of the Board of Directors,
at the closing of the Meeting and the changes of the management of the Company.
General Requirements:
1. The Meeting shall be held electronically and physically using Electronic General
Meeting System KSEI application (“eASY.KSEI”) by referring to No. 16/POJK.04/2020
on Implementation of General Meeting of Shareholders of Public Company
Electronically (“POJK 16/20”) and POJK No. 15/POJK.04/2020 on Plan and
Implementation of General Meeting of Shareholders of Public Company (“POJK 15/20”)
and Articles of Association of the Company.
2. The Company does not send a separate invitation letter to the Shareholders, and this
summon is an official invitation for the Shareholders to attend the Meeting.
3. This summon can also be seen on the Company's website https://pdsb.co.id; Indonesia
Stock Exchange website and eASY.KSEI application.
4. The Shareholders that are entitled to attend or be represented at the Meeting are those
whose names are recorded in the Shareholders Register of the Company and /or the
Shareholders whose shares are at the collective depository of PT Kustodian Sentral Efek
Indonesia (hereinafter referred to as “KSEI”) according to the collective deposit accounts
at the closing on Thursday, May 13, 2024, at 16.00 WIB.
5. The Company recommends Eligible Shareholders to attend the Meeting electronically or
give power of attorney and vote electronically through KSEI's Electronic General Meeting
System Facility (eASY.KSEI) in the https://akses.ksei.co.id/ link provided by KSEI.
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6. Participation of Shareholders in the Meeting, can be done through the following
mechanism:
I. Attend the Meeting phisically
The Shareholders who will attend the Meeting, before entering the meeting room are
requested to:
i. Informing SID number (Single Investor Identification) originating from KSEI.
ii. Submit a photocopy of the Identity Card (KTP) to the registration officer.
iii. For Legal Entity Shareholders or Legal Entity Shareholder Proxies, submit; (i)
Power of Attorney determined by the company, (ii) photocopy of the latest the
deed Articles of Association of the company including the letter from the Ministry
of Law and Human Rights of the deed, (iii) photocopy of the latest deed of
appointment of management of the company including the letter from the
Ministry of Law and Human Rights on the deed, and (iv) special power of
attorney (if required by the Articles of Association of the Legal Entity concerned)
and Identity Card/KTP (passport for foreign citizens) giving and receiving the
power of attorney.
iv. The Shareholders in the KSEI collective custody are required to show Written
Confirmation for GMS (“KTUR”) to the registration officer before entering the
Meeting room.
Attendance is required to present no later than 30 minutes before the Meeting starts.
II. Attend the Meeting Electronically
i. Eligible Shareholders must first be registered/have an account in the KSEI
Securities Ownership Reference facility (“AKSes KSEI”) as AKSes.KSEI users.
In the event that Eligible Shareholders do not yet have an AKSes.KSEI
account, they can register through the website https://akses.ksei.co.id.
ii. Eligible Shareholders who already have an AKSes.KSEI account, can vote or
appoint their proxies electronically (e-voting & e-proxy) via eASY.KSEI by first
logging into AKSes.KSEI via the https website: //access.ksei.co.id and follow
the procedures set out on the website.
iii. With due observance of the provisions of points (i) and (ii), Eligible
Shareholders may (i) declare their powers and votes, (ii) make changes to the
appointment of the Attorney and/or change the choice of votes in the agenda of
the Meeting, or ( iii) to revoke the power of attorney, starting from the date of
the Invitation to the Meeting until no later than 1 (one) working day prior to
the Meeting, namely Tuesday, June 4, 2024, at 12.00 WIB.
iv. The Registration Period for the Presence of Eligible Shareholders or their
proxies is carried out electronically in eASY.KSEI on the date of the Meeting
and will be closed at 09.00 WIB.
v. For:
- Eligible Shareholders who have not made an electronic declaration of
attendance by the deadline in point iii;
- Eligible Shareholders who have made an electronic declaration of
attendance, but have not cast a vote for at least 1 (one) item on the agenda of
the Meeting by the deadline in point iii;
- Individual Representatives or independent parties appointed by the
Company (Independent Representatives) who have received power of
attorney from the Eligible Shareholders, but the Eligible Shareholders have
not set a minimum vote choice for 1 (one) item on the Meeting agenda by the
time limit on item (iii);
- KSEI/Intermediary Participants (Custodian Banks or Securities Companies)
who have received power of attorney from Eligible Shareholders who have
made voting choices in the eASY.KSEI application;
must register attendance in the eASY.KSEI application on the date of the
Meeting until the deadline in point (iv).
vi. Eligible Shareholders, who have declared attendance or given power of
attorney to Independent Representatives or Individual Representatives and
have voted on the Meeting agenda items in the eASY.KSEI application, the
shareholders or proxy do not need to register attendance automatically
electronically in the eASY.KSEI application on the date of the Meeting. Share
ownership will automatically be calculated as a quorum of attendance and the
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votes that have been cast will be automatically counted in the voting for the
Meeting.
vii. Delay or failure in the electronic registration process as referred to in letters II
numbers i to vi for any reason will result in the shareholders or their proxies
being unable to attend the Meeting electronically, and their share ownership is
not counted as a quorum attendance at the Meeting.
III. Power of Attorney
i. Electronic Power of Attorney
- The Company expects that the Shareholders in the Collective Custody of
PT Kustodian Sentral Efek Indonesia ("KSEI") to provide the electronic
power of attorney/e-proxy to the Independent Authorized of the Power of
Attorney, who are the appointed representatives by the Company's
Securities Administration Bureau (PT Raya Saham Registra) in the
eASY.KSEI facility in the Securities Ownership website/AKSes.KSEI
https://akses.ksei.co.id.
- The Shareholders may also give the electronic power of attorney/e-proxy to
the authorized who appointed by the Shareholders if the authorized person
has been registered in the eASY.KSEI facility.
- The electronic power of attorney/e-proxy must comply with procedures,
terms and conditions determined by KSEI and the Company. The power of
attorney form is available on the Company’s website: https://pdsb.co.id
ii. Non-Electronic Power of Attorney
- In addition to the electronic power of attorney/e-proxy mentioned above,
the Shareholders may provide the power of attorney outside the
eASY-KSEI mechanism.
- The original power of attorney together with a copy of the identity card
(KTP/ Passport) must be submitted directly to the Company's Securities
Administration Bureau (PT Raya Saham Registra) before the Meeting
started or to the registration officer at the Meeting venue no later than 30
minutes before the Meeting starts
iii. The Shareholders who have given the electronic power of attorney may
submit the questions or opinions on the Meeting Agenda through the inquiry
form and procedures that can be downloaded from the Company's website
https://pdsb.co.id and send it via e-mail corsec@pdsb.co.id not later than
May 30th, 2024.
iv. The Shareholders or their proxies who will attend the Meeting or the
Shareholders who will use their voting rights in the eASY.KSEI application
may inform their presence, the authorized person and vote through the
eASY.KSEI application through the link https://akses.ksei.co.id/ .
7. Eligible Shareholders who will give their power of attorney to Independent
Representatives must pay attention to the following matters:
a. Fill out and sign on the stamp duty the Power of Attorney Form which can be
downloaded on the Company’s website https://pdsb.co.id.
b. Send the original of the signed Power of Attorney Form along with the complete
documents as required in the said form, to be submitted to the Company's Share
Registrar, namely PT Raya Saham Registra, Gedung Plaza Sentral Lt. 2 Jl. Jend.
Sudirman Kav. 47-48 Jakarta 12930. Telephone (021) 2525666.
c. These documents must be received by PT Raya Saham Registra no later than
Tuesday, June 4, 2024, at 15.00 WIB.
8. In the event that the Eligible Shareholders cannot access the KSEI System (eASY.KSEI)
in the https://akses.ksei.co.id/ link, they can provide their power of attorney in
accordance with the provisions in point 7 above.
9. The Meeting materials are available at the Company's Head Office during business
hours from the date of the Meeting Invitation until the Meeting date and in accordance
with provisions of Article 17 and 18 POJK 15/2020, the Meeting agenda materials are
available and can be accessed and downloaded through the Company's website
(https://pdsb.co.id) from the date of the Meeting Invitation until the Meeting date.
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10. Rules, Information, Notifications and Meeting Invitations can be seen on the Company's
website. The meeting will be held as efficiently as possible and will limit the number of
participants in the room, and will not provide souvenirs, food and drinks.
Jakarta, May 14th, 2023
Board of Directors of the Company
Names mentioned 6 people and organisations named in the text · linked when the evidence is strong
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Financial Services Authority
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Indonesia Stock Exchange
p.1
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PT Kustodian Sentral Efek Indonesia
p.1 ×3
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Ministry of Law and Human Rights
p.2
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PT Raya Saham Registra
p.3 ×4
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