20240425_BRIS_Pemanggilan RUPS_31629616_lamp2.pdf

         b) Article 71, stipulates that the determination of the amount of provision for reserves is decided by the GMS.

   ii.   The Company's Articles of Association, in:
         a) Article 27 paragraph (1), (2), and (3) stipulates that the use of the Company's net profit including the
             determination of the amount of provision for reserves proposed by the Board of Directors is decided by the
             Annual GMS.
         b) Article 28 paragraph (1), (2) and (3) stipulates that the Company is required to set aside a certain amount
             of profit every financial year for reserves up to at least 20% of the total issued and paid-up capital.

3. Approval of the appointment of a Public Accounting Firm and Public Accountant to audit the Company's
   Financial Statements for the financial year of December 31, 2024 and the determination of fees/honorariums.

   Explanation:

   i. POJK Number 9 of 2023 concerning the Use of Public Accountant Services and Public Accounting Firms in
      Financial Services Activities, in Article 3 paragraph (1), paragraph (4), Article 7 paragraph (1), stipulates that the
      GMS must decide on the appointment of a Public Accountant (AP) and/or Public Accounting Firm (KAP). Proposals
      for the appointment of AP and/or KAP submitted by the Board of Commissioners must pay attention to the
      recommendations of the Audit Committee. Use of audit services on annual historical financial information from the
      same AP for 7 (seven) cumulative years.

   ii. POJK Number 15/POJK.04/2020 concerning Plans and Implementation of General Meeting of Shareholders of
       Public Companies, in Article 59 also stipulates that the appointment and dismissal of APs and/or KAPs must be
       decided at the GMS of Public Companies by considering the recommendations of the Board of Commissioners.

   iii. The Company's Articles of Association, in Article 12 paragraph (2) letter c, regulates the delegation of authority to
        appoint AP and/or KAP by the GMS to the Board of Commissioners, which must be accompanied by an
        explanation regarding the reasons for the said delegation of authority and the criteria or limitations of a public
        accountant who can be appointed.


4. Determination of bonuses for members of the Board of Directors and Board of Commissioners of the
   Company, as well as bonuses for members of the Company's Sharia Supervisory Board for the financial year
   ending on December 31, 2023, and determination of salaries for members of the Board of Directors and
   honorarium for members of the Board of Commissioners and Sharia Supervisory Board, including the
   provision of facilities, benefits and/or or other allowances for the financial year 2024.

   Explanation:

   i. UUPT, in:
      a) Article 71 paragraph (1) and its explanation, regarding the determination of tantiem reserves for members of
         the Board of Directors and Board of Commissioners which have been budgeted and calculated as expenses.
      b) Article 96, regarding the amount of the Board of Directors' salary and allowances is determined by the GMS
         and can be delegated to the Board of Commissioners to be determined based on the decision of the Board of
         Commissioners' meeting.
      c) Article 113 regarding provisions on the amount of salary or honorarium and allowances for members of the
         Board of Commissioners is determined by the GMS.

   ii. POJK Number 59/POJK.03/2017 concerning Implementation of Governance in Providing Remuneration for Sharia
       Commercial Banks and Sharia Business Units, in:
       a) Article 9 letter b, regarding the Remuneration Committee's obligation to submit evaluation results and
          recommendations to the Board of Commissioners regarding remuneration policies for the Directors, Board of
          Commissioners and Sharia Supervisory Board to be submitted to the GMS.
       b) Article 21, regarding Banks being required to determine parties who are Material Risk takers (hereinafter
          referred to as “MRT”).
       c) Article 22, regarding Banks being required to defer variable remuneration payments for parties who become
          MRTs of a certain percentage.
       d) Article 23, regarding the period of suspension of remuneration payments that are variable in nature, a minimum
          of 3 (three) years.
       e) Article 24, regarding the payment of deferred variable remuneration must be pro-rated according to the time
          period as referred to in Article 23.
       f) Article 25, regarding the application of malus and/or clawbank to parties who become MRT at Banks.

   iii. The Company's Articles of Association, in:

         a) Article 12 paragraph (2) letter d, regarding the determination of remuneration for the Board of Commissioners,
            Board of Directors and Sharia Supervisory Board is carried out in the Annual GMS.
         b) Article 18 paragraph (17), that the GMS can delegate its authority to the Board of Commissioners to determine
            salaries, fees and other benefits for members of the Board of Directors.
         c) Article 21 paragraph (34), regarding the type and amount of honorarium and allowances/facilities including
            tantiem and post-service benefits for members of the Board of Commissioners is determined by the GMS.
         d) Article 24 paragraph (7), that the GMS can delegate its authority to the Board of Commissioners to determine
            the amount of honorarium and/or allowances for members of the Sharia Supervisory Board.
         e) Article 27 paragraph (6), regarding the use of net profit for tantiem.


 5. Report on Realization of Use of Proceeds from Capital Increase by Providing Pre-emptive Rights I
    (“PMHMETD I”).

    Explanation:

    POJK Number 30/POJK.04/2015 concerning Realization Report on the Use of Proceeds from a Public Offering, in:
    a) Article 6, concerning the obligation of a Public Company to be accountable for the realization of the use of proceeds
       from a Public Offering at each Annual GMS until all proceeds from the Public Offering have been realized. The
       realization report must be used as one of the agenda items in the Annual GMS.
    b) Article 7, regarding Accountability for the realization of the use of funds from the first Public Offering must be
       carried out at the nearest Annual GMS even though the realization of the use of the funds has not covered 1 (one)
       year after the allotment date or in the event that all proceeds from the offering have been realized.


 6. Approval of Changes to the Company's Articles of Association.

    Explanation:

    i. UUPT, in Article 19 paragraph (1), that changes to the articles of association are determined by the GMS.

    ii. The Company's Articles of Association, in Article 29, paragraph (1) and paragraph (2), must consider the provisions
        of the Law, regulations in the Capital Market and other relevant laws and regulations. Changes to the articles of
        association are determined by the GMS by considering the provisions stated in the Company's articles of
        association.



 7. Approval of Changes in the Management of the Company.

    Explanation:

     i. UUPT, in Article 94, Article 92 paragraph (5) and paragraph (6), as well as Article 111, which regulates the
        appointment, replacement and dismissal of the Board of Directors and Board of Commissioners by the GMS for a
        certain period and can be reappointed. The procedures for appointment, replacement and dismissal are regulated
        in the Company's Articles of Association.

    ii. POJK Number 16/POJK.03/2022 concerning Sharia Commercial Banks, in Article 53 paragraph (4).

    iii. POJK Number 33/POJK.04/2014 concerning Directors and Board of Commissioners of Issuers or Public
         Companies, in Article 23 jo. Article 3 paragraph (1) stipulates that the Board of Directors and Board of
         Commissioners are appointed and dismissed by the GMS.
    vi. The Company's Articles of Association, in Article 18 and Article 21 which regulate the terms, term of office,
        appointment and dismissal of Members of the Board of Directors and Board of Commissioners of the Company.

Notes:
    1. The Company did not send a separate invitation to its Shareholders, due to this invitation is in accordance with
       Article 14 paragraph (9) of the Company’s Articles of Association, and therefore this invitation constitutes an official
       invitation for the Company’s Shareholders.
    2. 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 (“KSEI”) according to the collective deposit accounts at the
       closing on Wednesday, April 24, 2024, at 16.15 WIB (the “Eligible Shareholders”).

3. The meeting will be held electronically through KSEI's Electronic General Meeting System (eASY.KSEI) facility
   organized by KSEI (provider of e-GMS) in accordance with the provisions of POJK Number 16/POJK.04/2020
   concerning Electronic General Meeting of Shareholders of Public Companies, 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.
4. Shareholders who will attend or authorize attendance at the Meeting electronically through the eASY.KSEI
   application are required to pay attention to the following matters :
    a.   Registration Process
          (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
                 Thursday, May 16, 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 13.00 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 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 a 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.


    b.   Process of Submitting Questions or Opinions Electronically
           (i)    Eligible Shareholders or their proxies have 1 (one) opportunity to submit questions or opinions in
                  each discussion session per agenda of the Meeting. These questions or opinions can be submitted
                  in writing by Eligible Shareholders or their proxies by using the chat feature in the 'Electronic
                  Opinions' column available on the E-Meeting Hall screen on the eASY.KSEI application. Giving
                  questions or opinions can be done as long as the status of the Meeting in the 'General Meeting Flow
                  Text' column is "Discussion started for agenda item no. [ ]”.
           (ii)   It is the authority of the Company to determine the mechanism for implementing the discussion per
                  agenda item of the Meeting through the E-Meeting Hall screen on the eASY.KSEI application which
                  is the authority of the Company and this matter will be set forth by the Company in the Rules of
                  Conducting Meetings through the eASY.KSEI application.
           (iii) For the power of attorney who is present electronically and will submit questions or opinions of his

                   shareholders during the discussion session per the agenda of the Meeting, he is required to write
                   down the names of the Eligible Shareholders and the size of their share ownership followed by related
                   questions or opinions.



     c.   Voting Process
            (i)    The electronic voting process takes place in the eASY.KSEI application on the E-Meeting Hall
                   menu, Live Broadcasting sub-menu.
            (ii)   Eligible Shareholders, who are present alone or represented by their proxy but have not voted on the
                   Meeting agenda as referred to in letter a numbers (i) to (vi), then the shareholders or their attorneys
                   have the opportunity to convey the voting options during the voting period through the E-Meeting Hall
                   screen on the eASY.KSEI application were opened by the Company. When the electronic voting
                   period for each item on the agenda of the Meeting begins, the system will automatically run the voting
                   time by counting backwards for a maximum of 5 (five) minutes. During the electronic voting process,
                   the status "Voting for agenda item no [ ] has started" will appear in the 'General Meeting Flow Text'
                   column. If the shareholders or their proxies do not vote for certain agenda items until the status of
                   the meeting shown in the 'General Meeting Flow Text' column changes to “Voting for agenda item
                   no [ ] has ended”, then it will be considered as giving an Abstain vote for the relevant agenda of the
                   Meeting.


     d.   Participate in the Meeting through the eASY.KSEI Application
            (i)    Eligible Shareholders or their proxies who have registered in the eASY.KSEI application no later than
                   the deadline in letter a numbers (i) to (vi) can take part in the ongoing Meeting via the Zoom webinar
                   by accessing the eASY menu .KSEI, sub-menu of GMS Shows in the AKSes facility
                   (https://akses.ksei.co.id).
            (ii)   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. Eligible Shareholders or their proxies who do not
                   get the opportunity to participate in the Meeting through the GMS Impressions are still considered
                   legally present electronically and their share ownership and vote choice are taken into account at the
                   Meeting, as long as they have been registered in the eASY.KSEI application as stipulated in letter a
                   number (i) to (vi).
            (iii) Eligible Shareholders or their proxies who only witness the implementation of the Meeting through
                  the GMS Display but are not registered to be present electronically on the eASY.KSEI application in
                  accordance with the provisions in letter a number (i) to (vi), then the presence of the Eligible
                  Shareholders or their proxies is considered invalid and will not be included in the quorum calculation
                  for meeting attendance.
            (iv) To get the best experience in using the eASY.KSEI application and/or GMS broadcast, Eligible
                 Shareholders or their proxies are advised to use the Mozilla Firefox browser.


5.   Eligible Shareholders or their Proxies (Individual Representatives) who will be physically present at the Meeting
     must pay attention to the following matters:
     a.   At the time of registration, the Eligible Shareholders or their proxies are required to submit the following
          documents to the registrar before entering the Meeting room:
          1) For Individual Shareholders to bring and submit a photocopy of valid Identity Card/KTP (passport for
               foreign citizens) to the registrar before entering the Meeting room. If authorized, the proxy of the
               Shareholders must submit the original Power of Attorney documents and photocopies of KTP (passport
               for foreign citizens) giving and receiving the power of attorney to the registrar before entering the Meeting
               room.
          2) For Legal Entity Shareholders, to bring and submit:
               a) Photocopy of the deed of the Articles of Association and its amendments including the letter from
                    the Ministry of Law and Human Rights on the deed.
               b) Photocopy of the latest deed of composition of the Board of Directors and Board of Commissioners
                    including the letter from the Ministry of Law and Human Rights on the deed.
               c) Power of Attorney of the Company (if the party present is not a member of the Company's Board of
                    Directors) and Identity Card/KTP (passport for foreign citizens) giving and receiving the power of
                    attorney.
     b.   Eligible Shareholders or their proxies who are physically present can submit questions or opinions and vote
          through the form provided by the Company's Securities Administration Bureau.

6.   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 www.bankbsi.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 Datindo Entrycom, Jalan Hayam
          Wuruk No.28 Jakarta 10210. Telephone (021) 3508077.
     c.   These documents must be received by PT Datindo Entrycom no later than Thursday, May 16, 2024 at 12.00
          WIB.
7.   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
     6 above.

8.   Referring to Article 18 paragraph 1 and paragraph 2 of POJK Number 15/POJK.04/2020 concerning Plans and
     Implementation of General Meeting of Shareholders of Public Companies, the Materials for the Meeting Agenda
     are available during working hours from the date of the Invitation to the Meeting until the Meeting is held. Materials
     for the Meeting Agenda can be downloaded on the Company's website.
9.   To facilitate the arrangement and for the orderly conduct of the Meeting, the Eligible Shareholders or their proxies
     who are physically present are requested to be present at the Meeting place no later than 30 (thirty) minutes
     before the Meeting begins.


                                              Jakarta, April 25, 2024

                                                Board of Directors