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DRAFT AMENDMENT TO THE ARTICLES OF ASSOCIATION
PT BANK OCBC NISP TBK
YEAR 2026
Legal Basis of the amendment:
- OJK Regulation No. 17 Year 2023 regarding Implementation of Governance for Commercial Bank (POJK 17/2023).
- OJK Regulation No. 2 Year 2024 Implementation of Governance for Sharia Bank and Sharia Business Unit (POJK 2/2024).
- OJK Circular Letter No. 14/SEOJK.03/2025 regarding Implementation of Governance for Commercial Bank (SEOJK 14/2025).
Articles of Association of PT Bank OCBC NISP Tbk Amendment to the Articles of Association PT Bank OCBC NISP Tbk
Deed No. 2 dated 2 December 2025 Deed No. 15 dated 9 April 2026
BOARD OF DIRECTORS BOARD OF DIRECTORS
Article 15 Article 15
1. The Company shall be managed by a Board of Directors. 1. The Company shall be managed by a Board of Directors.
2. The Board of Directors shall consist of at least 3 (three) members that consist 2. The Board of Directors shall consist of at least 3 (three) members that consist
of: of:
- 1 (one) President Director - 1 (one) President Director
- 2 (two) or more Directors, one of whom can be appointed as the Vice - 2 (two) or more Directors, one of whom can be appointed as the Vice
President Director by taking into account the prevailing laws and President Director by taking into account the prevailing laws and
regulations. regulations.
3. a. The Company is required to have a Director who is responsible for the 3. a. The Company is required to have a Director who is responsible for the
management of the Financial Conglomerate; management of the Financial Conglomerate;
b. The Director as referred to in letter a of this paragraph may be held b. The Director as referred to in letter a of this paragraph may be held
positions concurrently by a director of another function within the Company positions concurrently by a director of another function within the Company
based on a Resolution of the Board of Directors as referred to in Article 16 based on a Resolution of the Board of Directors as referred to in Article 16
paragraph (8) of these Articles of Association; paragraph (8) of these Articles of Association;
c. The Director as referred to in letter a of this paragraph is prohibited from c. The Director as referred to in letter a of this paragraph is prohibited from
holding concurrent positions in: holding concurrent positions in:
(i) other positions which might create a conflict of interest in carrying out (i) other positions which might create a conflict of interest in carrying out
his duties as a member of the Board of Directors of the Operational his duties as a member of the Board of Directors of the Operational
FHC; and/or FHC; and/or
(ii) other positions in accordance with the provisions of laws and (ii) other positions in accordance with the provisions of laws and
regulations. regulations.
Note:
- Red color indicates the deleted/revised provisions.
- Blue color indicates the new/revised provisions. Page 1 of 10
OCBC Information Classification: Public
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Articles of Association of PT Bank OCBC NISP Tbk Amendment to the Articles of Association PT Bank OCBC NISP Tbk
Deed No. 2 dated 2 December 2025 Deed No. 15 dated 9 April 2026
4. Unless otherwise provided in the prevailing laws and regulations, the members 1. Unless otherwise provided in the prevailing laws and regulations, the members
of the Board of Directors, including the Director who is responsible for the of the Board of Directors, including the Director who is responsible for the
management of the Financial Conglomerate: management of the Financial Conglomerate:
a. shall be appointed and dismissed by the GMS, such appointment shall be a. shall be appointed and dismissed by the GMS, such appointment shall be
effective as of the date that is determined in the GMS where he/she (they) effective as of the date that is determined in the GMS where he/she (they)
is appointed and shall end at the closing of the 3rd (third) GMS after the is appointed and shall end at the closing of the 3rd (third) GMS after the
date of his/her (their) appointment. date of his/her (their) appointment.
b. must comply with prevailing provisions prior to executing the actions, b. whose term of office has ended but a replacement has not been appointed
duties and functions, including the obligation to obtain approval from the by the GMS, the person concerned may continue to exercise the same
Financial Services Authority. authority until a replacement is appointed by the GMS.
c. must comply with prevailing provisions prior to executing the actions,
duties and functions, including the obligation to obtain approval from the
Financial Services Authority.
5. The requirements of the members of the Board of Directors shall follow the 5. The requirements of the members of the Board of Directors shall follow the
provisions of: provisions of:
a. The Law on Limited Liability Companies; a. The Law on Limited Liability Companies;
b. The prevailing laws and regulations in the Capital Markets sector; and b. The prevailing laws and regulations in the Capital Markets sector; and
c. The laws and regulations that are relevant to the Company’s business The laws and regulations that are relevant to the Company’s business
activities. activities.
6. The members of the Board of Directors, including the Director who is 6. The members of the Board of Directors, including the Director who is
responsible for the management of the Financial Conglomerate whose terms responsible for the management of the Financial Conglomerate whose terms
of office has ended can be re-appointed by taking into account the provisions of office has ended can be re-appointed by taking into account the provisions
of paragraph 4 of this article. of paragraph 4 of this article.
7. a. The Company must hold a GMS to make a change of members of Board 7. a. The Company must hold a GMS to make a change of members of Board
of Directors who do not meet the requirements as set out in prevailing laws of Directors who do not meet the requirements as set out in prevailing laws
and regulations. and regulations.
b. The GMS may at any time dismiss one or more members of the Board of b. The GMS may at any time dismiss one or more members of the Board of
Directors before their terms of office have ended. Such dismissal shall be Directors before their terms of office have ended. Such dismissal shall be
valid after the closing of such meeting unless if there is other dismissal valid after the closing of such meeting unless if there is other dismissal
date that is determined in the GMS and/or as otherwise provided in the date that is determined in the GMS and/or as otherwise provided in the
prevailing laws and regulations. prevailing laws and regulations.
c. In the event the GMS dismisses a member of the Board of Directors as c. In the event the GMS dismisses a member of the Board of Directors as
referred to in paragraph 7b of this Article, then such dismissal shall referred to in paragraph 7b of this Article, then such dismissal shall
mention the reason thereof and give the opportunity to the relevant mention the reason thereof and give the opportunity to the relevant
Note:
- Red color indicates the deleted/revised provisions.
- Blue color indicates the new/revised provisions. Page 2 of 10
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Articles of Association of PT Bank OCBC NISP Tbk Amendment to the Articles of Association PT Bank OCBC NISP Tbk
Deed No. 2 dated 2 December 2025 Deed No. 15 dated 9 April 2026
member of the Board of Directors who is dismissed to defend member of the Board of Directors who is dismissed to defend
himself/herself if such member of the Board of Directors attends the himself/herself if such member of the Board of Directors attends the
relevant GMS. relevant GMS.
8. A member of the Board of Directors can be suspended by the Board of 8. A member of the Board of Directors can be suspended by the Board of
Commissioners by mentioning the reason thereof and the relevant member of Commissioners by mentioning the reason thereof and the relevant member of
Board of Directors must be informed in writing. The Board of Commissioners Board of Directors must be informed in writing. The Board of Commissioners
must hold a GMS to revoke or affirm such suspension resolution that is must hold a GMS to revoke or affirm such suspension resolution that is
conducted in accordance with prevailing laws and regulations. conducted in accordance with prevailing laws and regulations.
9. A member of the Board of Directors shall have the right to resign from his/her 9. A member of the Board of Directors shall have the right to resign from his/her
position by informing the Company regarding his/her intention in writing. The position by informing the Company regarding his/her intention in writing. The
Company shall hold the GMS to resolve the resignation request of the relevant Company shall hold the GMS to resolve the resignation request of the relevant
member of the Board of Directors in accordance with the prevailing laws and member of the Board of Directors in accordance with the prevailing laws and
regulations. Before the resignation is effective, the relevant member of the regulations. Before the resignation is effective, the relevant member of the
Board of Directors must remain be obligated to complete her/his duties and Board of Directors must remain be obligated to complete her/his duties and
responsibilities in accordance with the Articles of Association and prevailing responsibilities in accordance with the Articles of Association and prevailing
laws and regulations. The resigning member of the Board of Directors shall be laws and regulations. The resigning member of the Board of Directors shall be
released from her/his responsibilities after obtaining the release of released from her/his responsibilities after obtaining the release of
responsibilities from the Annual GMS. responsibilities from the Annual GMS.
In the event the members of the Board of Directors resign and cause the In the event the members of the Board of Directors resign and cause the
number of the Board of Directors to be less than 3 (three) persons then such number of the Board of Directors to be less than 3 (three) persons then such
resignation shall become effective after the GMS’ determination and after the resignation shall become effective after the GMS’ determination and after the
appointment of the new members of the Board of Directors so it has fulfilled appointment of the new members of the Board of Directors so it has fulfilled
the minimum requirement of the number of the members of the Board of the minimum requirement of the number of the members of the Board of
Directors. Directors.
10. The GMS, with due regard to the approval of the Board of Commissioners 10. The GMS, with due regard to the approval of the Board of Commissioners
which has considered the recommendations of the Committee that carries out which has considered the recommendations of the Committee that carries out
the nomination function: the nomination function:
- appoint other person to fill in the position of a member of the Board of - appoint other person to fill in the position of a member of the Board of
Directors who is dismissed from his/her office; or Directors who is dismissed from his/her office; or
- fill in the position of a member of the Board of Directors who is resigning - fill in the position of a member of the Board of Directors who is resigning
from his/her office; or from his/her office; or
- appoint a person to become a member of the Board of Directors to fill in a - appoint a person to become a member of the Board of Directors to fill in a
vacancy; or vacancy; or
Note:
- Red color indicates the deleted/revised provisions.
- Blue color indicates the new/revised provisions. Page 3 of 10
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Articles of Association of PT Bank OCBC NISP Tbk Amendment to the Articles of Association PT Bank OCBC NISP Tbk
Deed No. 2 dated 2 December 2025 Deed No. 15 dated 9 April 2026
- add the number of new members of the Board of Directors. - add the number of new members of the Board of Directors.
The term of office of a person who is appointed to substitute a dismissed The term of office of a person who is appointed to substitute a dismissed
member of the Board of Directors or a resigning member of the Board of member of the Board of Directors or a resigning member of the Board of
Directors or to fill in the vacancy shall be for the remaining term of office of Directors or to fill in the vacancy shall be for the remaining term of office of
such dismissed/substituted Director and the term of office for the additional such dismissed/substituted Director and the term of office for the additional
new members of the Board of Directors shall be for the remaining term of office new members of the Board of Directors shall be for the remaining term of office
of the Board of Directors who are still holding their office at that period unless of the Board of Directors who are still holding their office at that period unless
if provided otherwise by the GMS. if provided otherwise by the GMS.
11. The term of office of a member of the Board of Directors shall end automatically 11. The term of office of a member of the Board of Directors shall end automatically
if such member of the Board of Directors: if such member of the Board of Directors:
a. is declared bankrupt or put under guardianship under a court order; or a. is declared bankrupt or put under guardianship under a court order; or
b. is no longer fulfilling the requirements of the prevailing laws and b. is no longer fulfilling the requirements of the prevailing laws and
regulations; or regulations; or
c. passed away; or c. passed away; or
d. is dismissed based on the GMS’ resolution. d. is dismissed based on the GMS’ resolution.
12. If the office of a member of the Board of Directors is vacant for any reasons 12. If the office of a member of the Board of Directors is vacant for any reasons
whatsoever, which causes the number of the Board of Directors to be less than whatsoever, which causes the number of the Board of Directors to be less than
3 (three) persons as referred to in the paragraph 2 of this article, then at the 3 (three) persons as referred to in the paragraph 2 of this article, then at the
latest within 90 (ninety) days after such vacancy occurs, the Company shall latest within 90 (ninety) days after such vacancy occurs, the Company shall
hold a GMS to fill in such vacancy. hold a GMS to fill in such vacancy.
13. In the event the position of the President Director is vacant and during the 13. In the event the position of the President Director is vacant and during the
period his/her replacement has not been appointed or has not assumed his/her period his/her replacement has not been appointed or has not assumed his/her
position, then one of the members of the Board of Directors who is appointed position, then one of the members of the Board of Directors who is appointed
by the Board of Directors meeting shall perform the obligations as the by the Board of Directors meeting shall perform the obligations as the
President Director and shall have the same authority and responsibility as the President Director and shall have the same authority and responsibility as the
President Director. President Director.
In the event that all members of the Board of Directors are vacant, then the In the event that all members of the Board of Directors are vacant, then the
provision of Article 19 paragraph 5 of the Company’s Articles of Association provision of Article 19 paragraph 5 of the Company’s Articles of Association
shall apply. shall apply.
14. Salary, service fees and other benefits of the members of the Board of 14. Salary, service fees and other benefits of the members of the Board of
Directors (if any) shall be determined by the GMS (and such authority can be Directors (if any) shall be determined by the GMS (and such authority can be
assigned by the GMS to the Board of Commissioners). assigned by the GMS to the Board of Commissioners).
Note:
- Red color indicates the deleted/revised provisions.
- Blue color indicates the new/revised provisions. Page 4 of 10
OCBC Information Classification: Public
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Articles of Association of PT Bank OCBC NISP Tbk Amendment to the Articles of Association PT Bank OCBC NISP Tbk
Deed No. 2 dated 2 December 2025 Deed No. 15 dated 9 April 2026
BOARD OF COMMISSIONERS AND SHARIA SUPERVISORY BOARD BOARD OF COMMISSIONERS AND SHARIA SUPERVISORY BOARD
Article 18 Article 18
I. The Board of Commissioners I. The Board of Commissioners
1. The Board of Commissioners shall supervise the management policies, the 1. The Board of Commissioners shall supervise the management policies, the
general management process including giving advice to the Board of Directors general management process including giving advice to the Board of Directors
in relation to the Company and the implementation of Financial Conglomerate. in relation to the Company and the implementation of Financial Conglomerate.
2. The Board of Commissioners shall consist of independent Commissioner and 2. The Board of Commissioners shall consist of independent Commissioner and
non-independent Commissioner and at least 3 (three) members, which non-independent Commissioner and at least 3 (three) members, which
consists of: consists of:
- 1 (one) President Commissioner; - 1 (one) President Commissioner;
- 2 (two) or more Commissioners, one or more of them can be appointed as - 2 (two) or more Commissioners, one or more of them can be appointed as
the Vice President Commissioner; the Vice President Commissioner;
subject to the prevailing laws and regulations. subject to the prevailing laws and regulations.
3. The requirements of the Board of Commissioners shall be subject to the 3. The requirements of the Board of Commissioners shall be subject to the
provisions of: provisions of:
a. Law on Limited Liability Companies; a. Law on Limited Liability Companies;
b. Prevailing Capital Markets laws and regulations; and b. Prevailing Capital Markets laws and regulations; and
a. Laws and regulations that are relevant to the Company’s business. c. Laws and regulations that are relevant to the Company’s business.
4. Every member of the Board of Commissioners may not act individually but 4. Every member of the Board of Commissioners may not act individually but
based on the resolutions of the Board of Commissioners. based on the resolutions of the Board of Commissioners.
5. Unless provided otherwise in the prevailing laws and regulations, the members 5. Unless provided otherwise in the prevailing laws and regulations, the members
of the Board of Commissioners shall be appointed and dismissed by the GMS of the Board of Commissioners shall be appointed and dismissed by the GMS
where such appointment shall be effective as of the date specified in the GMS where such appointment shall be effective as of the date specified in the GMS
where he/she is (they are) appointed and shall end at the closing of the 3rd where he/she is (they are) appointed and shall end at the closing of the 3rd
(third) Annual GMS after the date of his/her (their) appointment. (third) Annual GMS after the date of his/her (their) appointment.
If a member of the Board of Commissioners whose term of office has ended
but a replacement has not been appointed by the GMS, the person concerned
may continue to exercise the same authority until a replacement is appointed
by the GMS.
Note:
- Red color indicates the deleted/revised provisions.
- Blue color indicates the new/revised provisions. Page 5 of 10
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Articles of Association of PT Bank OCBC NISP Tbk Amendment to the Articles of Association PT Bank OCBC NISP Tbk
Deed No. 2 dated 2 December 2025 Deed No. 15 dated 9 April 2026
6. A member of the Board of Commissioners whose term of office has ended can 6. A member of the Board of Commissioners whose term of office has ended can
be reappointed, by taking into account the provision of paragraph 5 of this be reappointed, by taking into account the provision of paragraph 5 of this
article. article.
7. a. The Company must hold a GMS to make a change of members of Board 7. a. The Company must hold a GMS to make a change of members of Board
of Commissioners who do not meet the requirements as set out in of Commissioners who do not meet the requirements as set out in
prevailing laws and regulations. prevailing laws and regulations.
b. The GMS may from time to time dismiss one or more members of the b. The GMS may from time to time dismiss one or more members of the
Board of Commissioners before the end of their term of office. Such Board of Commissioners before the end of their term of office. Such
dismissal shall be effective as of the closing of such GMS unless another dismissal shall be effective as of the closing of such GMS unless another
date of dismissal is determined in the GMS and/or unless otherwise date of dismissal is determined in the GMS and/or unless otherwise
provided in the prevailing laws and regulations. provided in the prevailing laws and regulations.
c. In the event the GMS dismisses a member of the Board of Commissioners c. In the event the GMS dismisses a member of the Board of Commissioners
as referred to in paragraph 7 b of this Article, then such dismissal shall as referred to in paragraph 7 b of this Article, then such dismissal shall
mention the reasons thereof and give the opportunity to the relevant mention the reasons thereof and give the opportunity to the relevant
member of the Board of Commissioners who is dismissed to defend member of the Board of Commissioners who is dismissed to defend
himself/herself if such member of the Board of Commissioners attends the himself/herself if such member of the Board of Commissioners attends the
relevant GMS. relevant GMS.
8. The GMS, with due regard to the approval of the Board of Commissioners 8. The GMS, with due regard to the approval of the Board of Commissioners
which has considered the recommendations of the Committee that carries out which has considered the recommendations of the Committee that carries out
the nomination function, to appoint another person to: the nomination function, to appoint another person to:
- fill in the position of a member of the Board of Commissioners who is - fill in the position of a member of the Board of Commissioners who is
dismissed from his/her office; or dismissed from his/her office; or
- fill in the position of a member of the Board of Commissioners who is - fill in the position of a member of the Board of Commissioners who is
resigning from his/her office; or resigning from his/her office; or
- add the number of new members of the Board of Commissioners. - add the number of new members of the Board of Commissioners.
The term of office of a person who is appointed to substitute a dismissed The term of office of a person who is appointed to substitute a dismissed
member of the Board of Commissioners or a resigning member of the Board of member of the Board of Commissioners or a resigning member of the Board
Commissioners or to fill in the vacancy shall be for the remaining term of office of Commissioners or to fill in the vacancy shall be for the remaining term of
of such dismissed/substituted member of Board of Commissioners and the office of such dismissed/substituted member of Board of Commissioners and
term of office for the additional new members of the Board of Commissioners the term of office for the additional new members of the Board of
shall be for the remaining term of office of the Board of Commissioners who Commissioners shall be for the remaining term of office of the Board of
are still holding their office at that period unless if provided otherwise by the Commissioners who are still holding their office at that period unless if provided
GMS. otherwise by the GMS.
Note:
- Red color indicates the deleted/revised provisions.
- Blue color indicates the new/revised provisions. Page 6 of 10
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Articles of Association of PT Bank OCBC NISP Tbk Amendment to the Articles of Association PT Bank OCBC NISP Tbk
Deed No. 2 dated 2 December 2025 Deed No. 15 dated 9 April 2026
9. A member of the Board of Commissioners may resign from his/her position by 9. A member of the Board of Commissioners may resign from his/her position by
informing the Company regarding his/her intention in writing. The Company informing the Company regarding his/her intention in writing. The Company
shall hold the GMS to resolve the resignation request of the member of the shall hold the GMS to resolve the resignation request of the member of the
Board of Commissioners in accordance with the prevailing laws and Board of Commissioners in accordance with the prevailing laws and
regulations. Before the resignation is effective, the relevant member of the regulations. Before the resignation is effective, the relevant member of the
Board of Commissioners must remain be obligated to complete her/his duties Board of Commissioners must remain be obligated to complete her/his duties
and responsibilities in accordance with the Articles of Association and and responsibilities in accordance with the Articles of Association and
prevailing laws and regulations. The resigning member of the Board of prevailing laws and regulations. The resigning member of the Board of
Commissioners shall be released from her/his responsibilities after obtaining Commissioners shall be released from her/his responsibilities after obtaining
the release of responsibilities from the Annual GMS. In the event the members the release of responsibilities from the Annual GMS. In the event the members
of the Board of Commissioners resign and cause the number of the Board of of the Board of Commissioners resign and cause the number of the Board of
Commissioners to be less than 3 (three) persons then such resignation shall Commissioners to be less than 3 (three) persons then such resignation shall
become effective after it has been resolved by the GMS and after the become effective after it has been resolved by the GMS and after the
appointment of the new members of the Board of Commissioners so it has appointment of the new members of the Board of Commissioners so it has
fulfilled the minimum requirement of the number of the Board of fulfilled the minimum requirement of the number of the Board of
Commissioners. Commissioners.
10. The term of office of a member of the Board of Commissioners shall end 10. The term of office of a member of the Board of Commissioners shall end
automatically if such member of the Board of Commissioners: automatically if such member of the Board of Commissioners:
a. is declared bankrupt or put under guardianship under a court order; or a. is declared bankrupt or put under guardianship under a court order; or
b. is prohibited for holding a position as a member of the Board of b. is prohibited for holding a position as a member of the Board of
Commissioners based on provisions of a law or prevailing laws and Commissioners based on provisions of a law or prevailing laws and
regulations; or regulations; or
c. passed away; or c. passed away; or
d. is dismissed based on the GMS’ resolution. d. is dismissed based on the GMS’ resolution.
11. The salary and other benefits of the members of the Board of Commissioners 11. The salary and other benefits of the members of the Board of Commissioners
shall be determined by the GMS. shall be determined by the GMS.
12. If a position of a member of the Board of Commissioners is vacant for any 12. If a position of a member of the Board of Commissioners is vacant for any
reasons whatsoever, which causes the number of the Board of Commissioners reasons whatsoever, which causes the number of the Board of Commissioners
to be less than 3 (three) persons as referred to in the paragraph 2 of this article, to be less than 3 (three) persons as referred to in the paragraph 2 of this article,
then at the latest within 90 (ninety) days after such vacancy occurs, the then at the latest within 90 (ninety) days after such vacancy occurs, the
Company shall hold the GMS to fill in such vacancy subject to the prevailing Company shall hold the GMS to fill in such vacancy subject to the prevailing
laws and regulations. laws and regulations.
Note:
- Red color indicates the deleted/revised provisions.
- Blue color indicates the new/revised provisions. Page 7 of 10
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Articles of Association of PT Bank OCBC NISP Tbk Amendment to the Articles of Association PT Bank OCBC NISP Tbk
Deed No. 2 dated 2 December 2025 Deed No. 15 dated 9 April 2026
13. In the event the position of the President Commissioner is vacant and during 13. In the event the position of the President Commissioner is vacant and during
the period of his/her replacement has not been appointed or has not assumed the period of his/her replacement has not been appointed or has not assumed
his/her position, then one of the members of the Board of Commissioners who his/her position, then one of the members of the Board of Commissioners who
is appointed by the Board of Commissioners’ meeting shall perform the is appointed by the Board of Commissioners’ meeting shall perform the
obligations as the President Commissioner subject to the Financial Services obligations as the President Commissioner subject to the Financial Services
Authority Regulations. Authority Regulations.
II. Sharia Supervisory Board II. Sharia Supervisory Board
1. The Sharia Supervisory Board shall carry out its duties and responsibilities in 1. The Sharia Supervisory Board shall carry out its duties and responsibilities in
accordance with the Sharia Governance framework and the principles of good accordance with the Sharia Governance framework and the principles of good
governance in accordance with applicable laws and regulations, including governance in accordance with applicable laws and regulations, including
carrying out supervision for the interests of the Sharia Business Unit over carrying out supervision for the interests of the Sharia Business Unit over
policies and the management of the Board of Directors to ensure that they are policies and the management of the Board of Directors to ensure that they are
in accordance with Sharia Principles and be responsible for such supervision, in accordance with Sharia Principles and be responsible for such supervision,
as well as providing advice to the Board of Directors including providing sharia as well as providing advice to the Board of Directors including providing sharia
opinions regarding the activities of the Sharia Business Unit. opinions regarding the activities of the Sharia Business Unit.
2. The Sharia Supervisory Board shall consist of at least 3 (three) persons and a 2. The Sharia Supervisory Board shall consist of at least 3 (three) persons and a
maximum of 50% (fifty percent) of the total number of members of the Board maximum of 50% (fifty percent) of the total number of members of the Board
of Directors, in accordance with the provisions of the Financial Services of Directors, in accordance with the provisions of the Financial Services
Authority and applicable laws and regulations, and one of them shall be Authority and applicable laws and regulations, and one of them shall be
appointed as Chairman of the Sharia Supervisory Board. If necessary, another appointed as Chairman of the Sharia Supervisory Board. If necessary, another
member may be appointed as deputy chairman of the Sharia Supervisory member may be appointed as deputy chairman of the Sharia Supervisory
Board. Board.
3. The requirements of the Sharia Supervisory Board shall be subject to the 3. The requirements of the Sharia Supervisory Board shall be subject to the
following regulations: following regulations:
a. Sharia Banking Law; a. Sharia Banking Law;
b. Otoritas Jasa Keuangan Regulations; b. Otoritas Jasa Keuangan Regulations;
c. Other prevailing laws and regulations; c. Other prevailing laws and regulations;
d. Resolutions of the National Sharia Board – the Indonesian Council of d. Resolutions of the National Sharia Board – the Indonesian Council of
Ulama. Ulama.
4. Every member of the Sharia Supervisory Board may not act individually but in 4. Every member of the Sharia Supervisory Board may not act individually but in
accordance with the Sharia Supervisory Board’s resolutions. accordance with the Sharia Supervisory Board’s resolutions.
Note:
- Red color indicates the deleted/revised provisions.
- Blue color indicates the new/revised provisions. Page 8 of 10
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Articles of Association of PT Bank OCBC NISP Tbk Amendment to the Articles of Association PT Bank OCBC NISP Tbk
Deed No. 2 dated 2 December 2025 Deed No. 15 dated 9 April 2026
5. Unless provided otherwise in the prevailing laws and regulations, the members 5. a. Unless provided otherwise in the prevailing laws and regulations, the
of the Sharia Supervisory Board shall be appointed and dismissed by the GMS members of the Sharia Supervisory Board shall be appointed and
taking into account the recommendations of the committee that carries out the dismissed by the GMS taking into account the approval of the Board of
nomination function. The appointment of the Sharia Supervisory Board shall Commissioners which has considered the recommendations of the
be effective as of the date as determined in the GMS where the Sharia committee that carries out the nomination function.
Supervisory Board shall be appointed and dismissed at the closing of the 3rd b. The appointment of the Sharia Supervisory Board shall be effective as of
(third) Annual GMS after the effective date of appointment of the Sharia the date as determined in the GMS where the Sharia Supervisory Board
Supervisory Board, or there are other conditions in fulfilling the position of shall be appointed and dismissed at the closing of the 3rd (third) Annual
member of the Sharia Supervisory Board in accordance with the OJK GMS after the effective date of appointment of the Sharia Supervisory
Regulations. Board, or there are other conditions in fulfilling the position of member of
Members of the Sharia Supervisory Board serve a maximum of 2 (two) the Sharia Supervisory Board in accordance with the OJK Regulations.
consecutive terms of office. Members of the Sharia Supervisory Board who c. Members of the Sharia Supervisory Board serve a maximum of 2 (two)
have served for 2 (two) consecutive terms of office may be reappointed in the consecutive terms of office. Members of the Sharia Supervisory Board
following period by taking into account the provisions of the prevailing OJK who have served for 2 (two) consecutive terms of office may be
Regulations. reappointed in the following period by taking into account the provisions of
the prevailing OJK Regulations.
d. If a member of the Sharia Supervisory Board whose term of office has
ended but a replacement has not been appointed by the GMS, the person
concerned may continue to exercise the same authority until a
replacement is appointed by the GMS.
6. The GMS may at any time dismiss/replace one or more of members of the 6. The GMS may at any time dismiss/replace one or more of members of the
Sharia Supervisory Board before their terms of office have ended by prioritizing Sharia Supervisory Board before their terms of office have ended by prioritizing
the main interests of the Bank and paying attention to the provisions of the the main interests of the Bank and paying attention to the provisions of the
prevailing OJK Regulations. Such dismissal/replacement shall be effective as prevailing OJK Regulations. Such dismissal/replacement shall be effective as
of the closing of such meeting unless if there is other dismissal date as of the closing of such meeting unless if there is other dismissal date as
determined by the GMS and/or unless provided otherwise under the prevailing determined by the GMS and/or unless provided otherwise under the prevailing
regulations. regulations.
7. - A member of the Sharia Supervisory Board may resign from his/her position 7. - A member of the Sharia Supervisory Board may resign from his/her position
by informing the Company regarding his/her intention in writing. by informing the Company regarding his/her intention in writing.
- The Company shall hold the GMS to resolve the resignation request of the - The Company shall hold the GMS to resolve the resignation request of the
member of the Sharia Supervisory Board at the latest within 60 (sixty) days member of the Sharia Supervisory Board at the latest within 60 (sixty) days
after receiving the resignation letter. after receiving the resignation letter.
- Unless provided otherwise in the prevailing laws and regulations in the - Unless provided otherwise in the prevailing laws and regulations in the
event the Company does not hold the GMS in the period as set out in this event the Company does not hold the GMS in the period as set out in this
Note:
- Red color indicates the deleted/revised provisions.
- Blue color indicates the new/revised provisions. Page 9 of 10
OCBC Information Classification: Public
Page 10
Articles of Association of PT Bank OCBC NISP Tbk Amendment to the Articles of Association PT Bank OCBC NISP Tbk
Deed No. 2 dated 2 December 2025 Deed No. 15 dated 9 April 2026
paragraph, then by the lapse of such period, the resignation of the member paragraph, then by the lapse of such period, the resignation of the member
of the Sharia Supervisory Board shall become effective without the GMS’ of the Sharia Supervisory Board shall become effective without the GMS’
approval and such resignation shall be reported in the next GMS. approval and such resignation shall be reported in the next GMS.
- Before the resignation becomes effective, the relevant member of the - Before the resignation becomes effective, the relevant member of the
Sharia Supervisory Board shall complete his/her duties and Sharia Supervisory Board shall complete his/her duties and
responsibilities in accordance with the Articles of Association and the responsibilities in accordance with the Articles of Association and the
prevailing laws and regulations. prevailing laws and regulations.
- The resigning Sharia Supervisory Board shall be released from his/her - The resigning Sharia Supervisory Board shall be released from his/her
responsibilities after obtaining the discharge of responsibilities from the responsibilities after obtaining the discharge of responsibilities from the
Annual GMS. Annual GMS.
- In the event a member of the Sharia Supervisory Board resigns and - In the event a member of the Sharia Supervisory Board resigns and
causes the number of the Sharia Supervisory Board to be less than 3 causes the number of the Sharia Supervisory Board to be less than 3
(three) persons, then such resignation shall become effective after (three) persons, then such resignation shall become effective after
determined by the GMS and after the appointment of the new members of determined by the GMS and after the appointment of the new members of
the Sharia Supervisory Board so it has fulfilled the minimum requirement the Sharia Supervisory Board so it has fulfilled the minimum requirement
of the number of the Sharia Supervisory Board. of the number of the Sharia Supervisory Board.
8. The term of office of a member of the Sharia Supervisory Board shall end 8. The term of office of a member of the Sharia Supervisory Board shall end
automatically if such member of the Sharia Supervisory Board automatically if such member of the Sharia Supervisory Board
a. is declared bankrupt or put under guardianship under a court order; or a. is declared bankrupt or put under guardianship under a court order; or
b. is prohibited for holding a position as a member of the Sharia Supervisory b. is prohibited for holding a position as a member of the Sharia Supervisory
Board based on the provisions of the National Sharia Board regulations Board based on the provisions of the National Sharia Board regulations
and/or the prevailing laws and regulations; or and/or the prevailing laws and regulations; or
c. passed away; or c. passed away; or
d. is dismissed due to the GMS’ resolution; or d. is dismissed due to the GMS’ resolution; or
e. is included as the parties in the non-performing loan/financing. e. is included as the parties in the non-performing loan/financing.
9. Criteria, mechanisms and procedures for appointment, replacement, dismissal 9. Criteria, mechanisms and procedures for appointment, replacement, dismissal
and/or resignation of members of the Sharia Supervisory Board, including the and/or resignation of members of the Sharia Supervisory Board, including the
authority attached to the Sharia Supervisory Board, which have not been authority attached to the Sharia Supervisory Board, which have not been
regulated in this articles of association are subject to the prevailing laws and regulated in this articles of association are subject to the prevailing laws and
regulations regulations
10. Salaries, fees and other allowances for members of the Sharia Supervisory 10. Salaries, fees and other allowances for members of the Sharia Supervisory
Board (if any) are determined by the GMS, and the authority can be delegated Board (if any) are determined by the GMS, and the authority can be delegated
by the GMS to the Board of Commissioners. by the GMS to the Board of Commissioners.
Note:
- Red color indicates the deleted/revised provisions.
- Blue color indicates the new/revised provisions. Page 10 of 10
OCBC Information Classification: Public
Names mentioned 3 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
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