20240403_BNGA_Ringkasan Risalah//Risalah RUPS_31623950_lamp1.pdf

- Sustainable Bonds II Bank CIMB Niaga Phase IV Year 2018 Series C,

- Subordinated Bond III Bank CIMB Niaga Year 2018 Series A, and

- Sukuk Mudharabah Sustainable I Bank CIMB Niaga Phase III Year 2020
Series
d. Report on the Realization of the Transfer of the Company?s Share Buyback

B. Members of the Board of Commissioners (“BOC”), Board of Directors (“BOD”) and Sharia
Supervisory Board (“SSB”) as well as Audit Committee including the Chairman of the committees
under the Board of Commissioners of the Company, who were presence at the Meeting, are as follows:

BOARD OF COMMISSIONERS
President Commissioner DIDI SYAFRUDDIN YAHYA
Vice President Commissioner (Independent) GLENN MUHAMMAD SURYA YUSUF
Independent Commissioner JEFFREY KAIRUPAN
Independent Commissioner SRI WIDOWATI
Independent Commissioner FARINA J. SITUMORANG
Commissioner DATO? ABDUL RAHMAN AHMAD
Commissioner VERA HANDAJANI
BOARD OF DIRECTORS
President Director LANI DARMAWAN
Director LEE KAI KWONG
Director JOHN SIMON
Director concurrently as Compliance Director FRANSISKA OEI
Director PANDJI P.DJAJANEGARA
Director TJIOE MEI TJUEN
Director HENKY SULISTYO
Director JONI RAINI
Director RUSLY JOHANNES
Director NOVIADY WAHYUDI

SHARIA SUPERVISORY BOARD

Chairman PROF. DR. M. OURAISH SHIHAB, MA

Member PROF. DR. FATHURRAHMAN DJAMIL,MA

Member DRYULIZAR DJAMALUDDIN SANREGO,M.LEC.
AUDIT COMMITTEE

Chairman (concurrently as Member) JEFFREY KAIRUPAN

Member GLENN MUHAMMAD SURYA YUSUF

Member ENDANG KUSSULANJARI S.

Member ANGELIOUE DEWI DARYANTO

Member RIATU MARIATUL OIBTHIYYAH

The members of the Board of Commissioners, Board of Directors, The Sharia Supervisory Board and
the Company's Audit Committee including the Chairman of the committees under the Board of
Commissioners of the Company attended the Meeting, both physically and via video conference, from
the Meeting Room, Floor Mj likewise, the professionals and supporting institutions, namely the
Notary and Securities Administration Bureau, as well as the Company's Shareholders and/or their
Representatives present physically occupied the Meeting Room, Floor M.

C. The Meeting was attended and/or represented by the Company's Shareholders, all of whom have
23,909,940,781 shares or representing 95.0988Y of the total shares with valid voting rights issued by
the Company (both Class A shares and Class B shares) totaling 25,142,205,843 shares, Therefore, it
fulfilled the reguired Meeting guorum, namely more than 1/2 part and specifically for the 13th Agenda
at least 2/3 part of the total shares issued by the Company with valid voting rights.

D. Announcement and Invitation of the Meeting have been published in accordance with the Article 11
and 12 of the Company's Articles of Association and the Financial Services Authority Regulation
(hereinafter referred to as the “OJK Regulation”) No. 15/POJK.04/2020 on the Plan and
Implementation of the General Meeting of Shareholders of Publicly-Held Companies, as follo ws:

- Notification concerning the plan to convene the Meeting has been submitted by the BOD to OJK,
Indonesia Stock Exchange (hereinafter referred to as PT Bursa Efek Indonesia or “BEI”) and
Indonesia Central Securities Depository (PT Kustodian Efek Indonesia — “KSEP”) on
February 7" 2024.

- Announcement of the Meeting to the Shareholders of the Company has been published on
February 19" 2024, both in Bahasa Indonesia and English, through the websites of the Company,
BEI website and KSE via eASY.KSEI application,

- Invitation of the Meeting to the Shareholders of the Company has been published on
March 5" 2024, both in Bahasa Indonesia and English through daily newspaper with nation-wide
circulation, namely Investor Daily, and has been uploaded in the Company's website, BEI's website
and KSEI's website via eCASY.KSEI application.

The Meeting was chaired by DIDI SYAFRUDDIN YAHYA as President Commissioner
(Independent) based on Article 12 paragraph 12.3 of the Company's Articles of Association and the
BOC Circular Resolutions Number 004/DEKOM/KP/III/2024 dated February 29" 2024.

The Meeting was held electronically by using eASY.KSEI Application with due observance of OJK
Regulation No. 16/POJK.04/2016 regarding Implementation of Electronic General Meetings of
Shareholders of Publicly-Held Companies in conjunction with Article 12 paragraph 12.1. of the
Company's AOA. All participants present physically or electronically in the Third Meeting were able
to actively participate and engage in the proceedings.

In order to maintain the independence and secrecy of the Shareholders in the voting process, voting
in the Meeting shall be conducted in private. The Meeting resolutions are adopted in accordance with
the Meeting guorum. Voting was conducted on each Agenda of the Meeting. For the Shareholders
and/or their proxies who attend the Meeting physically, the voting was conducted individually and
electronically (“e-Voting”) at the Meeting Venue (“e-Voting at the Meeting Venue”) by using
smartphone, other mobile devices (tablet and others) or touch screen monitor provided by the
Company, so that the shareholders” votes confidentiality can be preserved. For the Shareholders
and/or their proxies who attend the Meeting electronically, can do the process of
@ASY.KSEI e-Voting. While, for the Shareholders who authorize the proxy with e-Proxy mechanism,
are considered exercising their rights through eASY.KSEI and not allowed to conduct the e-Voting at
the Meeting Venue process.

In the agenda of the Meeting, it has been provided an opportunity to the Shareholders to raise
guestions and/or convey opinions for each agenda of the Meeting, however there were no
guestion/opinion raised by the Shareholders in the Meeting.

The Meeting has adopted the resolutions as set forth in the deed of “Minutes of the Annual General
Meeting of Shareholders of PT BANK CIMB NIAGA Tbk”, dated April 3"! 2024 number 13 which
minutes was drawn up before me, the Notary, which substantially as follows:

In t nda of the Meeting:

“The meeting with majority vote of 23,909,940,381 shares or representing 100.0000”o of the

total votes issued in the Meeting (with a note that 400 voted against and 52,806,300 shares voted

abstain) resolved to:

1. Approve the Company's Annual Report for the financial year ended on December 31" 2023:

2. Ratify the Company's Consolidated Financial Statements for the financial year ended on
December 31" 2023 as audited by the Public Accounting Firm of “Tanudiredja, Wibisana, Rintis
& Rekan” (member firm of PricewaterhouseCoopers global network) as stated in its report dated
February 19# 2024, with opinion that “The Consolidated Financial Statements present fairly, in
all material respects, the consolidated financial position of the Group as of December 31" 2023,
and its consolidated financial performance and its consolidated cash flows forthe year then ended,
in accordance with Indonesian Financial Accounting Standards”,

3. Ratified the Supervisory Duties Report of the BOC and SSB of the Company for the financial
year ended on December 31" 2023: and

4. Granted the acguit and discharge (“volledig acguit et decharge”) to the members of the BOC,
BOD and SSB of the Company for the management and supervision performed in the financial
year 2023 provided the management and supervision actions are reflected in the Company's
Annual Report for the Financial Year ended on December 31" 2023.”

In Second Agenda of the Meeting:
“The meeting with majority vote of 23,909,913,881 shares or representing 99.9999o of the total
votes issued in the Meeting (with a note that 26,900 shares voted against and 48,144,300 voted
abstain) resolved to:
Approve the appropriation of the Net Profit of the Company (Company only) for the Financial
Year ended on December 31 “2023 of Rp6,168,722,836,227 (the “Company's Net Profit for the
Financial Year 2023”), as follows:
1. To be distributed as final cash dividends at a maximum of 50Y6 of the Company's Net Profit

2.

3.

forthe Financial Year 2023 ora maximum of Rp3,084,361,418,113 (gross), with the following
schedules:

I. Announcement of Schedule and Procedures for Dividend : — April 38 2024
Distribution
2. Cum Dividend - Regular and Negotiation Market April 19" 2024
3. Ex-Dividend - Regular and Negotiation Market 1 April 22” 2024
4. Cum Dividend - Cash Market 1 April 232024
5. Recording date for eligible shareholders 1 April 23" 2024
6. Ex-Dividend in Cash Market 1 April24" 2024
7. Dividend Distribution for the Financial Year 2023 1. May3' 2024

and granted the delegation of authority to the BOD for determining the distribution procedures
of cash dividends with regard to the prevailing provisions in the Capital Markets sector,
Not set aside any reserve, considering the minimum statutory reserve as reguired in Article 70
of the Company Law No. 40 of 2007 (the “Company Law”) has been complied,
To record the remaining Company's Net Profit for the Financial Year 2023, after deducted
with dividend payments, amounted to Rp3,084,361,418,113 as the retained earnings to finance
the Company's business activities.”

In Third Agenda of the Meeting:

“The meeting with majority vote of 23,909,940,381 shares or representing 100.0000”o of the
total votes issued in the Meeting (with a note that 400 shares voted against and 48,010,600
shares voted abstain) resolved to:

Ia

Approve the appointment of JIMMY PANGESTU and Public Accounting Firm of

“TANUDIREDJA, WIBISANA, RINTIS & REKAN” (member firm of

PricewaterhouseCoopers global network) which are listed in OJK, asa Public Accountant and

the Public Accounting Firm, respectively or the appointment of other Public Accountant from

the same Public Accounting Firm, in the event he is permanently unable to audit the

Company's Consolidated Financial Statements for the Financial Year 2024,

Approve the delegation of authority to the Company's BOC to appoint other Public

Accountant and Public Accounting Firm, in the event of the appointed Public Accountant

and/or Public Accounting Firm is unable to complete the audit services or is permanently

unable to audit the Company's Consolidated Financial Statements for the Financial Year 2024.

For the said delegation of authority, the following terms shall apply:

a. other Public Accounting Firm who is appointed by the Company's BOC must be one of
the big four Public Accounting Firms in Indonesia,

b. the appointment shall be based on the Company's Audit Committee recommendation,

c. the honorarium amounts and other appointment terms for other Public Accounting Firm
shall be determined competitively and reasonably,

d. no objection from in Financial Services Authority, and

e. the appointment shall be not against the applicable laws and regulations.

Approve the determination of the honorarium for Public Accounting Firm for the annual audit

fees for the Company's Consolidated Financial Statements for the 2024 Fiscal Year at a

maximum of Rp9.819.008.000 (excluded VAT, OPE),

'Approve the delegation of authority to the Company's BOD to carry out matters deemed

necessary in relation to the appointment of the Public Accountant and Public Accounting

Firm, including but not limited to organizing meetings and signing the appointment letter for
the Public Accountant and Public Accounting Firm.”

In Fourth Agenda of the Meeting:
“The meeting with majority vote of 23,874,628,957 shares or representing 99.8523 Yo of the total

yotes issued in the Meeting (with a note that 35,311,824 shares voted against and 48,006,800
shares voted abstain) resolved to: 5

Approve the reappointment of GLENN MUHAMMAD SURYA YUSUF as Vice President
Commissioner (Independent) of the Company, with effective term of office since the close of the
Meeting until-the closing of the 3" (third) Annual General Meeting of the Shareholders (“GMS”)
after the effective date of the appointment without prejudicing the rights of the GMS to dismiss at any
time in accordance with the provision as stated in Article 119 of the Company Law.”

In Fifth Agenda of the Meeting:
“The meeting with majority vote of 23,901,046,412 shares or representing 99.9628 Yo of the total

votes issued in the Meeting (with a note that 8,894,369 shares voted against and 48,018,800
shares voted abstain) resolved to:

Approve the reappointment of DATO' ABDUL RAHMAN AHMAD as Commissioner of the
Company, with effective term of office since the close of the Meeting until the closing of the 3'4 (third)
Annual GMS after the effective date of the appointment without prejudicing the rights of the GMS to
dismiss at any time in accordance with the provision as stated in Article 119 of the Company Law.”

In Sixth Agenda of the Meeting: .

“The meeting with majority vote of 23,901,046,412 shares or representing 99.9628” of the total
votes issued in the Meeting (with a note that 8,894,369 shares voted against and 48,006,800
shares voted abstain) resolved to:

'Approve the reappointment of FRANSISKA OEI as Director concurrently as Compliance Director
of the Company, with effective term of office since the close of the Meeting until the closing of the
3"4 (third) Annual GMS after the effective date of the appointment without prejudicing the rights of
the GMS to dismiss at any time in accordance with the provision as stated in Article 105 of the
Company Law.”

In Seventh Agenda of the Meeting:
“The meeting with majority vote of 23,901,046,412 shares or representing 99.9628”6 of the total

yotes issued in the Meeting (with a note that 8,894,369 shares voted against and 48,006,500
shares voted abstain) resolved to:

'Approve the reappointment of PANDJI P. DJAJANEGARA as Director of the Company, with
effective term of office since the close of the Meeting until the closing of the 3'4 (third) Annual GMS
after the effective date of the appointment without prejudicing the rights of the GMS to dismiss at any
time in accordance with the provision as stated in Article 105 of the Company Law.”

In Eigth Agenda of the Meeting:
“The meeting with majority vote of 23,901,046,412 shares or representing 99.96284 of the total

votes issued in the Meeting (with a note that 8,894,369 shares voted against and 48,006,500
shares voted abstain) resolved to:

'Approve the reappointment of TJIOE MEI TJUEN as Director of the Company, with effective term
of office since the close of the Meeting until the closing of the 3" (third) Annual GMS after the
effective date of the appointment without prejudicing the rights of the GMS to dismiss at any time in
accordance with the provision as stated in Article 105 of the Company Law.”

In Ninth Agenda of the Meeting:
“The meeting with majority vote of 23,909,940,081 shares or representing 100.0000”6 of the

total votes issued in the Meeting (with a note that 700 shares voted against and 48,018,200
shares voted abstain) resolved to: :

1. Approve to change the Company's BOC composition, by appointing DODY BUDI WALUYO as
Independent Commissioner of the Company, with effective term of office since the closing of the
Meeting and upon obtaining the OJK approval and/or fulfilled of the reguirements as determined
in the OJK approval letter (the “Effective Date”) until the closing of the 3"4 (third) Annual GMS
after the Effective Date of the appointment without prejudicing the rights of the GMS to dismiss

at any time in accordance with the provision as stated in Article 119 of the Company Law.

In terms of OJK does not approve the appointment or the reguirements as determined by OJK are
not fulfilled, then the appointments will be null and void without reguiring a GMS approval.

Aceordingly, the composition of the Company's BOC, shall be as follows:

BOARD OF COMMISSIONERS
President Commissioner : DIDI SYAFRUDDIN YAHYA
Vice President Commissioner (Independent) : GLENN MUHAMMAD SURYA YUSUF
Independent Commissioner : SRI WIDOWATI
Independent Commissioner : DATO' ABDUL RAHMAN AHMAD
Commissioner : VERA HANDAJANI
Independent Commissioner : FARINA J. SITUMORANG
Independent Commissioner : DODY BUDI WALUYO”

“) Effective since the closure of the Meeting which appoints him and upon obtaining the OJK
approval and/or fulfilled of the reguirements as determined in the OJK approval.

2. Approve the delegation of authority with substitution right to the Company's BOD, to restate the
resolution regarding the Change to BOC Composition of the Company in the notary deed and to
report to the authorities, and with due regard to the foregoing, to perform any acts necessary in
accordance with the laws and regulations.

In Tenth Agenda of the Meeting:

“The meeting with majority vote of 23,757,372,335 shares or representing 99.3619”o of the
total votes issued in the Meeting (with a note that 152,568,446 shares voted against and
4,270,900 shares voted abstain) resolved to:

1.  Approve and determine the amount of salary or honorarium and other allowances for the BOC
in the financial year 2024 maximum of Rp29,865,000,000 (gross), and granted the delegation of
authority to the Company's President Commissioner to determine the amounts of salary or
honorarium and other allowances for each member of the Company's BOC, by considering the
Nomination and Remuneration Committee (“NRC”) recommendation,

2.  Approve and determine the amount of salary or honorarium and other allowances for SSB in the
financial year 2024 maximum of Rp3,215,000,000 (gross), and granted the delegation of
authority to the Company”s President Commissioner to determine the amounts of salary or
honorarium and other allowances for each member of the Company's SSB, by considering the
NRC recommendation.

All members of the BOC (including Independent Commissioners) and SSB do not receive any
tantiem/bonus,

3.  Approve the total amount of tantiem/bonus for the financial year of 2023 which will be paid in
2024 for the Company's BOD, maximum of Rp86,315,000,000 (gross), including the provision
of variable remuneration in the form of share or share-based instrument issued by the Company,
and granted the delegation of authority to the Company's BOC to determine the amounts of
tantiemlbonus for each member of the Company's BOD, with regard to the NRC
recommendation.

The provision of variable remuneration in the form of share or share-based instrument is in
accordance with OJK Regulation No. 45/POJK.03/2015 regarding the Implementation of
Governance in Granting Remuneration for Commercial Banks (“POJK No. 45/2015”) and the
Company's Policy:

4.  Approve the use of the buyback of the Company's shares totaling 201,600 (two hundred one
thousand six hundred) shares as a variable remuneration to the members of Management who are
classified as the Company's Material Risk Takers (MRT) and will beto be paid in 2025 and 2026
in accordance with POJK No. 45/2015, and

5.  Approve the delegation of authority to the Company's BOC to determine the amounts of salary,
holiday allowances and other allowances for each member of the Company”s BOD for the
financial year 2024, and determine the terms and conditions for granting variable remuneration
to the members of Management who are classified as the Company's Material Risk Takers

(MRT), by with regard to the NRC recommendation. Total salary, holiday allowance and other
allowances for the Company's BOD for the financial year 2024 will be disclosed in the
Company's 2024 Annual Report.”

In Eleventh Agenda of the Meeting:

“The meeting with majority vote of 23,909,939,881 shares or representing 100.0000”5 of the
total votes issued in the Meeting (with a note that 900 shares voted against and 48,468,000
shares voted abstain) resolved to:

1.

Approve the update of Recovery Plan that has been submi'ted by the Company to the OJK on
November 20" 2023: and

Approve the power of attorney and delegation of authority to the Company's BOC and BOD to
take any and all necessary actions in relation to the Company's updated Recovery Plan,
respectively with regard to the POJK No. 14/POJK.03/2017 regarding Recovery Plan for
Systemic Banks, as well as the other related regulations.”

In Twelfth Agenda of the Meeting:

“The meeting with majority vote of 23,764,326,835 shares or representing 99.3910”6 of the
total votes issued in the Meeting (with a note that 145,613,946 shares voted against and

4

9,269,700 shares voted abstain) resolved to:

1. Approve the Company's shares buyback from public shareholders, at a maximum of 202,000
shares and at a maximum cost of Rp500,000,000 (including transaction and taxes costs) with
regard to the prevailing regulations, with a maximum share buyback period of 12 (twelve)
months from the approval date.

2. Approve the transfer of shares from share buyback through the distribution of variable
remuneration in the form of shares or share-based instruments issued by the Company to parties
categorized as the Company's MRT for a maximum of 3 (three) years after completion of the
share buyback.

3. Approve the delegation of authority to the BOD of the Company to conduct the Share Buyback
in accordance with the prevailing regulations.”

In Thirteenth Agenda of the Meeting:

“The meeting with majority vote of 23,909,939,881 shares or representing 100.0000”4 of the
total votes issued in the Meeting (with a note that 900 shares voted against and 48,619,000
shares voted abstain) resolved to:

1. Approve the changes to the Company's AOA, namely several provisions in Article 14 paragraph
2, Article 14 paragraph 7, Article 17 paragraph 3, Article 17 paragraph 8, Article 18 paragraph
1, and Article 19 paragraph 8, due to the adjustments to OJK Regulation No. 17 of 2023 and as
detailed changes to the Company's AOA have been completely presented at the Meeting:

2. Approve the delegation of authority to the Company's BOD with substitution right, to restate the
resolution regarding the changes of the Company's AOA and restated the entire Company's
AOA in a notary deed, to notify/report to the authorities, and with due regard to the foregoing,
to perform any necessary actions in accordance with the laws and regulations.”

In FourteenthAgenda of the Meeting:
a. Report of the Sustainable Finance Action Plan (RAKB) of the Company.

The Company reports to the Meeting, regarding:

1) Realization of 2023 RAKB and 2024-2028 RAKB have been submitted to the OJK Bank
Supervision on 17 November 2023,

2) 2024 — 2028 RAKB consists of realization of 2023 action plan of the Company and action
plans that will be implemented by the Company in 2024-2028, which covers:

a) development of sustainable finance products and/or portfolio,

b) capacity building programs,

Cc) internal adjustments, and

@) sustainable Corporate Social Responsibility programs.

b. Report on Changes in the Company's Audit Committee Members.
1) With regard to:

a) The Company's Audit Committee Charter,

b) Recommendation of NRC No. 004/NOMREM/KP/II/2024 dated February 23"4 2024 that
has been approve based on BOC Circular Resolution No. 004/DEKOM/KP/III/2024 dated
February 29" 2024 and BOD Circular Resolution No. 001/SIR/DIR/III/2024 dated
March 1“ 2024,

2) The Company reported to the Meeting regarding changes to the Company's Audit Committee

Members, namely:

- Reappointed Glenn Muhammad Surya Yusuf, as Audit Committee Member of the
Company, with a tenure of 2024-2026,

-  Reappointed Endang Kussulanjari S., as Audit Committee Member of the Company, with
a tenure of 2024-2026,

- Appointed Dody Budi Waluyo, as Chairman (concurrently as member) of the Audit
Committee of the Company, with a tenure since the closure of the Meeting which appoints
him and upon obtaining OJK approval and/or fulfilled of the reguirements as determined
in the OJK approval until the closing of the 3'4 (third) Annual GMS after his appointment.

With the reappointment of those members and the appointment of a new member above, the

composition of Audit Committee membership became as follows:

- Dody Budi Waluyo), as Chairman concurrently as Member,

- Glenn Muhammad Surya Yusuf, as Member 9,

- Endang Kussulanjari S., as Member,

-  Angeligue Dewi Daryanto, as Member,

” effective since the closure of the Meeting which appoints him and upon obtaining the OJK
approval and/or fulfilled of the reguirements as determined in the OJK approval.

“) temporary serving as Chairman of the Audit Committee since the closing of the Annual
GMS on April 38 2024 until the appointment of Dody Budi Waluyo as Chairman of the
Audit Committee was declared effective.

In the event of OJK did not approve the appointment or the reguirements as determined by

OJK are not fulfilled, then the appointment of the new chairman will be void. Subseguently,

Glenn Muhammad Surya Yusuf will remain as the Chairman (concurrently as Member) of

the Audit Committee

c. Accountability report on the Use of Proceeds:

Shelf Registration Bonds II Bank CIMB Niaga Phase IV Year 2018 Series C:
Subordinated Bond III Bank CIMB Niaga Year 2018 Series Az and

Shelf Registration Sukuk Mudharabah I Bank CIMB Niaga Phase III Year 2020
Series B.

The Company reported to the Meeting that the accountability report on the use of proceeds from
the Bonds/Sukuk had been reported by the Company to the Capital Markets OJK with a copy to
the BEI and the OJK Bank Supervisory, respectively via letter No. 003/DIR/I/2019
dated January 10" 2019 and letter No. 058/DIR/VII/2020 dated July 17" 2020.

As of the position of December 31“ 2023, the funds obtained from:

Shelf Registration Bonds II Bank CIMB Niaga Phase IV Year 2018 Series C amounting to
Rp118,000,000,000 (nett),

Subordinated Bond III Bank CIMB Niaga Year 2018 Series A amounting to
Rp75,000,000,000 (nett): and

Shelf Registration Sukuk Mudharabah I Bank CIMB Niaga Phase III Year 2020 Series B
amounting to Rp287,000,000,000 (nett),

been fully used in accordance with the plan as disclosed in the respective Prospectus.

d. Report on the Realization of the Transfer of the Company's Share Buyback
The Company reports to the Meeting regarding the Realization of the Transfer of the Company's
Share Buyback, that the shares from the share buyback which was approve at the Extraordinary
GMS on April 25" 2017 and the Company's Annual GMS on April 15" 2019, have been
completely transferred.

In witness whereof, this resume is delivered preceding the produce of official copy of the aforementioned
deed, which soon I shall deliver to the Company after it is completely done.