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20240403_BNLI_Ringkasan Risalah//Risalah RUPS_31623888_lamp2.pdf
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For Explanation Only
ANNOUNCEMENT OF THE ANNUAL GENERAL MEETING OF
SHAREHOLDERS RESOLUTIONS OF PT BANK PERMATA Tbk AND
SCHEDULE AND PROCEDURES OF CASH DIVIDEND DISTRIBUTION
FOR 2023 FINANCIAL YEAR
The Board of Directors of PT Bank Permata Tbk (“Company”) hereby informs all shareholders
of the Company that the Annual General Meeting of Shareholders (“Meeting”) has been
convened on:
Day/Date : Wednesday, 3 April 2024
Time : 13.27-14.34 Western Indonesian Time
Venue : World Trade Center II (WTC II), 21st Floor
Jl. Jend. Sudirman Kav. 29-31, Jakarta 12920
The Meeting was convened in hybrid which was in physical and in electronic using eASY.KSEI
and AKSes KSEI systems are provided by PT Kustodian Sentral Efek Indonesia (KSEI).
I. Meeting Agenda:
1. The approval of the 2023 Annual Report and ratification of the Financial Statements year
ended 31 December 2023.
2. The approval for the allocation of net profit for the financial year ended 31 December
2023.
3. The appointment of the Public Accounting Firm and/or Public Accountant which will audit
the Company’s books for the financial year 2024, and the determination of honorarium of
the said Public Accounting Firm and/or Public Accountant as well as other requirements
regarding its appointment.
4. Appointment of Sharia Supervisory Board (DPS) for the period of 2024-2026.
5. The changes in the Management of the Company.
6. The determination of the remuneration and other allowances granted by the Company to
the members of the Board of Commissioners, the Board of Directors, and the Sharia
Supervisory Board.
7. Amendments of the Company's Articles of Association.
II. Members of the Board of Commissioners, the Board of Directors, and the Sharia
Supervisory Board who attended the Meeting:
The Meeting was physically attended by members of the Board of Commissioners, the Board
of Directors, and the Sharia Supervisory Board of the Company as follows:
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A. Board of Commissioners:
- President Commissioner : Chartsiri Sophonpanich
- Commissioner : Chong Toh
- Commissioner : Niramarn Laisathit
- Commissioner : Chalit Tayjasanant
- Independent Commissioner : Haryanto Sahari
- Independent Commissioner : Goei Siauw Hong
- Independent Commissioner : Yap Tjay Soen
- Independent Commissioner : Riswinandi
B. Board of Directors:
- President Director : Meliza Musa Rusli
- Director : Abdy Dharma Salimin
- Compliance Director : Dhien Tjahajani
- Director : Djumariah Tenteram
- Director : Dayan Sadikin
- Director : Setiatno Budiman
- Director : Rudy Basyir Ahmad
C. Sharia Supervisory Board:
- Member : Prof. Dr. H. Jaih, S.E., M.H., M. Ag
III. Shareholders Register:
Referring to the Shareholders Register as of 5 March 2024, the Meeting was attended or
represented by shareholders of 35,715,987,449 shares or equals to 98.714% of total shares
with legal voting rights issued by the Company amounting to 36,181,312,782 shares which
total has been deducted with treasury stock of 46,738 shares.
IV. Meeting Chairman:
The Meeting was chaired by Mr. Goei Siauw Hong as the Independent Commissioner of the
Company, based on the Decision of the Board of Commissioners dated 12 February 2024.
V. Enquiries and/or Opinions Conveyed:
a. During the discussion on the Meeting agenda, all shareholders have been given the
opportunity to submit their inquiries and/or opinions only related to the Meeting agenda.
b. There was a question conveyed for the first agenda of the Meeting.
VI.Voting Mechanism:
Resolution on each Meeting agenda was adopted by deliberation to reach a consensus. If
the consensus is not reached, then the resolution of the Meeting agenda shall be adopted
by voting. In the event the decision of the Meeting is adopted by voting, the resolution of the
Meeting is valid subject to the following stipulations:
i. For Meeting agenda number 1 through number 6, the Meeting decision is valid if it is
approved by more than 1/2 (half) of the legal votes cast in the Meeting, in
accordance with Article 16 paragraph (8) of the Company's Articles of Association.
ii. For Meeting agenda number 7, the Meeting decision is valid if it is approved by more
than 2/3 (two per third) of the legal votes cast in the Meeting, in accordance with
Article 27 paragraph (1) of the Company's Articles of Association.
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VII. Independent Party to Validate the Vote:
The Company has appointed an independent party namely Notary Aulia Taufani, S.H., and
assisted by PT Raya Saham Registra as Securities Administration Bureau of the Company
to count the vote and/or to validate the vote.
VIII. Meeting Resolutions:
A. First Agenda – The approval of the 2023 Annual Report and ratification of the
Financial Statements year ended 31 December 2023.
a) No shareholder voted against or abstained from the proposed decision on the Meeting
Agenda, so the decision was taken based on deliberation to reach a consensus
among all shareholders present or a total of 35,715,987,449 shares and approved the
proposed First Agenda of the Meeting.
b) The resolutions of the First Agenda are as follows:
1. Approved the Annual Report of the Company for the financial year as of 31
December 2023, including ratified the Board of Commissioners’ Supervisory
Report;
2. Ratified the Financial Report of the Company for the financial year as of 31
December 2023 which has been audited by Public Accounting Office
Tanudiredja, Wibisana, Rintis & Rekan with the opinion “fairly, in all material
respects”, as stated in its report dated on 13 February 2024; and
3. With the approval of the Annual Report and ratification of the Board of
Commissioners’ Supervisory Report and Financial Statement of the Company,
granted the full acquittal and discharge (volledig acquite et de charge) to all
members of the Board of Directors, the Board of Commissioners, and the Sharia
Supervisory Board of the Company who served in the financial year of 2023 for
their management and supervisory duties exercised during the financial year of
2023, provided that such duties are reflected in the Annual Report and Financial
Statements of the Company for the financial year of 2023, except for the fraud,
embezzlement, and other criminals.
B. Second Agenda - The approval for the allocation of net profit for the financial year
ended 31 December 2023.
a) No shareholder voted against or abstained from the proposed decision on the Meeting
Agenda, so the decision was taken based on deliberation to reach a consensus
among all shareholders present or a total of 35,715,987,449 shares and approved the
proposed Second Agenda of the Meeting.
b) The resolutions of the Second Agenda are as follows:
Approved the use of net profit of the Company as of 31 December 2023 amounting to
Rp2,585,217,889,077 (two trillion five hundred and eighty-five billion two hundred
seventeen million eight hundred eighty-nine thousand and seventy-seven Rupiah)
with the following use:
1. Approved the distribution of dividends as follows:
a. A total of approximately Rp904,532,819,550 (nine hundred and four billion
five hundred and thirty-two million eight hundred and nineteen thousand five
hundred and fifty Rupiah) (gross) or Rp25 (twenty-five Rupiah) per share is
distributed as cash dividend for the financial year ended 31 December 2023
to all shareholders who are entitled to receive cash dividend; and
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b. Granted authority and power to the Board of Directors of the Company with
substitution rights to determine the schedule and procedure for the
distribution of cash dividends for the financial year as of 31 December 2023 in
accordance with prevailing regulations.
2. The remaining net profit of the Company for the financial year as of 31 December
2023 after deducted with cash dividends to shareholders, recorded as the
Company's retained earnings.
C. Third Agenda - The appointment of the Public Accounting Firm and/or Public
Accountant which will audit the Company’s books for the financial year 2024, and
the determination of honorarium of the said Public Accounting Firm and/or Public
Accountant as well as other requirements regarding its appointment.
a) No shareholder voted against or abstained from the proposed decision on the Meeting
Agenda, so the decision was taken based on deliberation to reach a consensus
among all shareholders present or a total of 35,715,987,449 shares and approved the
proposed Third Agenda of the Meeting.
b) The resolutions of the Third Agenda Are As Follows:
1. Approved the reappointment of the Public Accounting Firm Tanudiredja, Wibisana,
Rintis & Rekan, member of global firm PricewaterhouseCoopers, and the
appointment of Eddy Rintis, S.E., CPA, which is a Public Accounting Firm and
Public Accountant registered in the Financial Services Authority to audit the
Company’s Financial Statement for 2024 financial year.
2. Granted authority to the Board of Commissioners of the Company to determine a
reasonable professional honorarium in connection with the appointment of the
Public Accounting Firm and the Public Accountant.
3. Granted authority to the Board of Commissioners based on the recommendation
from the Audit Committee to appoint another Public Accounting Firm and/or Public
Accountant who is registered in the Financial Services Authority, has experience
in banking audit as well as affiliated with the International Public Accounting Firm,
if the appointed Public Accounting Firm and/or Public Accountant for whatever
reason, cannot fulfill its duties.
D. Fourth Agenda - Appointment of Sharia Supervisory Board (DPS) for the period
of 2024-2026.
a) No shareholder voted against or abstained from the proposed decision on the Meeting
Agenda, so the decision was taken based on deliberation to reach a consensus
among all shareholders present or a total of 35,715,987,449 shares and approved the
proposed Fourth Agenda of the Meeting.
b) The resolutions of the Fourth Agenda are as follows:
1. Approved the reappointment of Mr. Prof. Dr. H. Jaih, SE., MH., M.Ag as a member
of the Sharia Supervisory Board of the Company, for a term of office effective from
the closing of the Meeting, until the closing of the Annual General Meeting of
Shareholders of the Company which will be held in 2026 or at any time in the
General Meeting of Shareholders in accordance with the provisions of the
Company's Articles of Association.
2. Based on the above explanations, the composition of the Sharia Supervisory Board
of the Company shall be as follows:
Sharia Supervisory Board
Member: Prof. Dr. H. Jaih, SE., MH., M.Ag
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3. Granted the power of attorney to the Board of Directors of the Company with the
right of substitution, to restate the decision of the Meeting regarding the change in
the composition of the Company's Sharia Supervisory Board in a notarial deed and
subsequently submit notification of the composition of the Sharia Supervisory
Board of the Company to the Minister of Law and Human Rights of the Republic of
Indonesia, and register it in the Company Register and to take all necessary
actions in accordance with the applicable laws and regulations.
E. Fifth Agenda - The changes in the Management of the Company.
a) No shareholder voted against or abstained from the proposed decision on the Meeting
Agenda, so the decision was taken based on deliberation to reach a consensus
among all shareholders present or a total of 35,715,987,449 shares and approved the
proposed Fifth Agenda of the Meeting.
b) The resolutions of the Fifth Agenda are as follows:
1. Approved the appointment of Mr. Eddie Sajoga as Director of the Company for the
term of office after all the requirements for his appointment have been fulfilled
including the approval of the fit and proper test from the relevant Regulator
becomes effective, until the closing of the Company's Annual General Meeting of
Shareholders which will be held in 2027 or at any time in the General Meeting of
Shareholders in accordance with the provisions of the Company's Articles of
Association.
2. Accepted the resignation of Mr. Herwin Bustaman from his position as Sharia
Business Unit Director of the Company which shall be effective as of the closing of
the Meeting, with a note that the full acquittal and discharge of his duties from 1
January 2024 until the effective date of his resignation from his position will be
discussed in the Company's Annual General Meeting of Shareholders which will be
held in 2025.
3. Determined Mr. Rudy Basyir Ahmad to hold a concurrent position as Sharia
Business Unit Director of the Company, for the term of office as a Sharia Business
Unit Director after all the requirements for his determination have been fulfilled
including the approval of the fit and proper test from the relevant Regulator
becomes effective, until the closing of the Company's Annual General Meeting of
Shareholders which will be held in 2026 or at any time in the General Meeting of
Shareholders in accordance with the provisions of the Company's Articles of
Association.
4. Referring to the above matters, the compositions of the Board of Commissioners
and the Board of Directors of the Company are as follows:
Board of Commissioners
- President Commissioner : Chartsiri Sophonpanich
- Commissioner : Chong Toh
- Commissioner : Niramarn Laisathit
- Commissioner : Chalit Tayjasanant
- Independent Commissioner : Haryanto Sahari
- Independent Commissioner : Goei Siauw Hong
- Independent Commissioner : Yap Tjay Soen
- Independent Commissioner : Riswinandi
Board of Directors
- President Director : Meliza Musa Rusli
- Director : Abdy Dharma Salimin
- Compliance Director : Dhien Tjahajani
- Director : Djumariah Tenteram
- Director : Dayan Sadikin
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- Director : Setiatno Budiman
- Director concurrent as Sharia
Business Unit Director : Rudy Basyir Ahmad*)
- Director : Eddie Sajoga**)
With the following explanation:
* Determination of Mr. Rudy Basyir Ahmad concurrently as the Sharia Business
Unit Director of the Company for the term of office after all the requirements for his
determination have been fulfilled including obtaining fit and proper test approval
from the relevant Regulator become effective.
** Appointment of Mr. Eddie Sajoga as Director of the Company for the term of
office after all the requirements for his appointment have been fulfilled including
obtaining fit and proper test approval from the relevant Regulator become
effective.
5. Granted authority to the Board of Directors of the Company with the right of
substitution, to restate the resolution of the Meeting regarding changes in the
composition of the Company's Board of Directors in a notarial deed and further
submit a notice of the composition of the Company's Board of Directors to the
Minister of Law and Human Rights of the Republic of Indonesia and register it in
the Company's Register and take all necessary actions in accordance with
applicable laws and regulations.
F. Sixth Agenda - The determination of the remuneration and other allowances
granted by the Company to the members of the Board of Commissioners, the
Board of Directors, and the Sharia Supervisory Board
a) No shareholder voted against or abstained from the proposed decision on the
Meeting Agenda, so the decision was taken based on deliberation to reach a
consensus among all shareholders present or a total of 35,715,987,449 shares
and approved the proposed Sixth Agenda of the Meeting.
b) The resolutions of the Sixth Agenda are as follows:
1. Referring to the suggestions/opinions provided by the Company's
Remuneration and Nomination Committee, determined the amount of
remuneration and other facilities for all members of the Company's Board of
Commissioners for the 2024 financial year of a maximum of
Rp40.000.000.000 (forty billion Rupiah) per year. The amount of remuneration
and other facilities must be reported in the 2024 Annual Report of the
Company.
2. Granted the power of attorney to the Board of Commissioners of the Company
to determine the details of the distribution of the remuneration and other
facilities to be provided among each member of the Board of Commissioners
of the Company by taking into account the suggestions/opinions provided by
the Remuneration and Nomination Committee of the Company.
3. Granted the power of attorney to the Company's Board of Commissioners to
determine the amount of remuneration and other facilities for each member of
the Company's Board of Directors by taking into account the
suggestions/opinions provided by the Company's Remuneration and
Nomination Committee and such amount of remuneration and other facilities
must be reported in the 2024 Annual Report of the Company.
4. Referring to the suggestions/opinions provided by the Company's
Remuneration and Nomination Committee, stipulated the amount of
honorarium and/or allowances for the member of the Company's Sharia
Supervisory Board for the 2024 financial year of a maximum of Rp578,664,498
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(five hundred and seventy-eight million six hundred and sixty-four thousand
four hundred and ninety-eight Rupiah) per year. The amount of the honorarium
and/or allowances must be reported in the 2024 Annual Report of the
Company.
G. Seventh Agenda - Amendments of the Company's Articles of Association.
a) No shareholder voted against or abstained from the proposed decision on the
Meeting Agenda, so the decision was taken based on deliberation to reach a
consensus among all shareholders present or a total of 35,715,987,449 shares
and approved the proposed Seventh Agenda of the Meeting.
b) The resolutions of the Seventh Agenda are as follows:
1. Approved the amendment of articles of the Articles of Association of the
Company as described in the Proposed Amendment of Articles of
Association of the Company which has been made available to shareholders
as Meeting materials and restated all Articles of Association of the
Company.
2. Approved the granting of power and authority to the Company’s Board of
Directors with the right of substitution, to restate the whole Articles of
Association of the Company and to undertake any actions in relation to
matters about the amendment of the Articles of Association with due
observance of the Company’s Articles of Association and prevailing laws
and regulations, including to prepare or cause to be prepared all necessary
deeds, letters, or documents, to appear before authorized parties/officials, to
obtain the notification receipt for the amendment of the Articles of
Association from the Ministry of Law and Human Rights (MOLHR), and to
register it in the Company Register in accordance with the provisions of
prevailing laws and regulations, and to make amendments and/or additions
in forms that are required to obtain such approval or notification receipt, and
to undertake other actions that may be necessary without any exception.
____________________________________________________________________________
ANNOUNCEMENT OF SCHEDULE AND PROCEDURES OF DIVIDEND DISTRIBUTION FOR
THE 2023 FINANCIAL YEAR
In accordance with the decision of the second agenda of the Meeting, it was decided to
distribute cash dividends in the amount of approximately Rp904,532,819,550 (nine hundred and
four billion five hundred and thirty-two million eight hundred and nineteen thousand and five
hundred and fifty Rupiah) (gross) or Rp25 (twenty-five Rupiah) per share with the following
schedule and procedures:
End of trading period of shares with dividend rights Friday, 19 April 2024
(Cum Dividend) in the Regular Market and Negotiated
Market.
Beginning of the trading period of shares without Monday, 22 April 2024
dividend rights (Ex-Dividend) in the Regular Market and
Negotiated Market.
End of trading period shares with dividend rights (Cum Tuesday, 23 April 2024
Dividend) in the Cash Market.
Cut of date for shareholders entitled to receive cash Tuesday, 23 April 2024
dividend (Recording Date).
Beginning of the trading period of shares without Wednesday, 24 April 2024
dividend rights (Ex-Dividend) in the Cash Market.
Date of Dividend Payment (the day the dividend is Friday, 3 May 2024
distributed to the shareholders).
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Procedures for Cash Dividend distribution:
1. Cash Dividend will be distributed on 3 May 2024 to the shareholders of the Company as
recorded in the Register of Shareholders of the Company on 23 April 2024 at 16:00
Western Indonesian Time (Recording Date).
2. For non-scrip shareholders whose shares are registered in the collective custody of PT
Kustodian Sentral Efek Indonesia (“KSEI”), the Cash Dividend will be distributed by KSEI
on 3 May 2024 into the fund account of the Securities Company and/or Custodian Bank
where the shareholders open their securities account. KSEI will deliver confirmation of
the Cash Dividend distribution to the Securities Company and/or Custodian Bank where
shareholders open their securities accounts. Furthermore, shareholders will receive
confirmation of the distribution of Cash Dividends from the Securities Company and/or
Custodian Bank where the shareholders open their securities accounts.
3. Shareholders whose shares are not registered in the KSEI's collective custody (shares in
scrip form) please pay attention to the following matters:
i. As soon as possible contact the Company's Securities Administration Bureau
(BAE), namely PT Raya Saham Registra during working hours 09.00 – 15.00
Western Indonesian Time, having its address at Plaza Sentral Building, 2nd Floor,
Jl. Jend. Sudirman Kav. 47-48, Jakarta 12930, email: rsrbae@registra.co.id,
telephone number: 021-2525666, by submitting the following documents at the
latest 23 April 2024:
a. proof of share ownership.
b. original and copy of valid proof of identity (KTP/Passport) for individual
shareholders.
c. a copy of the articles of association and deed of the management
authorized to represent the legal entity for shareholders in the form of a
legal entity and proof of the identity of the management/proxy who is
entitled to represent the legal entity.
d. Bank account number in the name of the shareholder.
e. Dividend mandate letter (mandate letter dividend form can be obtained in
the BAE’s office).
ii. Furthermore, BAE will give the Dividend Payment Order (Surat Perintah
Pembayaran Dividen/SPPD) to eligible shareholders. SPPD can be obtained at
the BAE’s office.
iii. Cash dividend will be transferred to the Bank’s account of eligible shareholders
with scrip form shares on 3 May 2024 after fulfilling the above terms and
documents as mentioned above.
4. The cash dividend to be distributed will be subjected to tax in accordance with the
applicable tax provisions.
5. Shareholders who are Overseas Taxpayers whose tax withholding will use rates based
on the Double Taxation Avoidance Agreement (P3B) are required to submit a Domicile
Certificate (SKD) in the form of a valid original Directorate General of Taxation (DGT)
form or receipt of Certificate of Domicile (SKD) from the Directorate General of Taxes
system to KSEI (for non-scrip shareholders) or BAE (for scrip shareholders) in
accordance with KSEI's provisions and announcements. Without this document, cash
dividends to be distributed will be subjected to a 20% tax.
6. For shareholders who are Domestic Taxpayers in the form of legal entities or individuals,
the applicable tax provisions are in accordance with Law Number 7 of 2021 concerning
Harmonization of Tax Regulations and their implementing regulations.
Jakarta, 4 April 2024
PT Bank Permata Tbk
The Board of Directors
For further inquiries, please contact via e-mail: rups@permatabank.co.id
Disclaimer: the resume is made in two languages which are in Bahasa Indonesia and English. If there are
any discrepancies between the two versions, then the version in Bahasa Indonesia shall prevail.
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Names mentioned 28 people and organisations named in the text · linked when the evidence is strong
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.1 ×3
unresolved
person
Prof. Dr. H. Jaih
· Member
p.2 ×6
unresolved
person
Notary Aulia Taufani
p.3
unresolved
org
PT Raya Saham Registra
p.3 ×2
unresolved
org
Rintis & Rekan
p.3 ×2
unresolved
person
Eddy Rintis
p.4
unresolved
org
Financial Services Authority
p.4 ×2
unresolved
org
Minister of Law and Human Rights
p.5 ×2
unresolved
org
Ministry of Law and Human Rights
p.7
unresolved
org
Directorate General of Taxation
p.8
unresolved
org
Directorate General of Taxes
p.8
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