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ANNOUNCEMENT SUMMARY MINUTES OF
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT BANK CIMB NIAGA TBK
PT Bank CIMB Niaga Tbk (the “Company”) hereby announces to the Shareholders that the Company has held the Annual General Meeting of Shareholders (the “Meeting”) on
Wednesday, 3 April 2024 at 2.32 p.m. until 4.01 p.m. Western Indonesian Time, at the Meeting Room, M Floor, Graha CIMB Niaga, Jl. Jend. Sudirman Kav. 58, South Jakarta
12190.
In connection with the Meeting, the Board of Directors of the Company discloses the following:
1. Notification of the Meeting’s plan has been submitted to the Financial Services Authority (Otoritas Jasa Keuangan – “OJK”), Indonesia Stock Exchange (“IDX”), and Indonesia
Central Securities Depository (PT Kustodian Efek Indonesia – “KSEI”) on 7 February 2024;
2. Announcement to the Shareholders of the Company has been published and uploaded in Bahasa Indonesia and English to the Company’s website at www.cimbniaga.co.id
(the “Company’s Website”), IDX’s website at www.idx.co.id (the “IDX’s Website”) and KSEI’s website through the Electronic General Meeting System KSEI (“eASY.KSEI”)
Application at https://easy.ksei.co.id (“eASY.KSEI Application”) on 19 February 2024;
3. Invitation to the Shareholders of the Company to attend the Meeting has been published in a daily newspaper, namely Investor Daily on 5 March 2024 (29 days before the
Meeting). It was published nationwide in both, Bahasa Indonesia and English. On the same date, it has been uploaded to the Company’s Website, IDX’s Website, and eASY.KSEI
Application;
4. Explanation of all Agenda and materials of the Meeting have been uploaded to the Company’s Website on 5 March 2024, including the 2023 Annual Report, 2023 Sustainability
Report, Publication of Financial Statements FY 2023, Curriculum Vitae of the proposed Public Accountant and Profile of the proposed Public Accounting Firm, Curriculum Vitae
for prospective members of the Board of Commissioners (Reappointment and New Appointment), Curriculum Vitae of the Board of Directors Members (Reappointment),
Summary of Recovery Plan, Disclosure of the Company’s Shares Buyback and Transfer Plan, Draft of the Amendment to Article of Association, Report of the Sustainable
Finance Action Plan (RAKB) of the Company, Curriculum Vitae of New Audit Committee Members, Rules of Conduct of the Meeting, Form of Power of Attorney (“POA”), Video
of the Electronic Voting Procedures at the Meeting Venue and eASY.KSEI Guidelines for The Shareholders (including the guideline for Electronic Voting through eASY.KSEI
Application or “eASY.KSEI e-Voting”).
In accordance to the Article 12 paragraph 12.3 of the Article of Associations (“AOA”) of the Company and Board of Commissioners’ Circular Resolutions No.
004/DEKOM/KP/III/2024 dated 29 February 2024, the Meeting was chaired by DIDI SYAFRUDDIN YAHYA, the President Commissioner of the Company.
The Meeting was held (i) in electronically by using eASY.KSEI Application with due observance of OJK Regulation No.16/POJK.04/2020 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; and (ii) in physically. All participants of the
Meeting who are electronically or physically present, can attend and actively participate in the Meeting.
All members of Board of Commissioners, Board of Directors, Sharia Supervisory Board and Audit Committee as well as the Chairperson of the Committees responsible to the
Board of Commissioners of the Company attended the Meeting, either physically or through video conference, with the following details:
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Board of Commissioners (“BOC”) Board of Directors (“BOD”) Sharia Supervisory Board (“SSB”) Audit Committee
1. DIDI SYAFRUDDIN YAHYA, President 1. LANI DARMAWAN, President Director 1. PROF. DR. M. QURAISH SHIHAB, 1. JEFFREY KAIRUPAN,
Commissioner 2. LEE KAI KWONG, Director MA., Chairman Chairman (concurrently as Member)
2. GLENN MUHAMMAD SURYA YUSUF(*), 3. JOHN SIMON, Director 2. PROF. DR. FATHURRAHMAN 2. GLENN MUHAMMAD SURYA YUSUF,
Vice President Commissioner (Independent) 4. FRANSISKA OEI, Member
DJAMIL, MA, Member
3. JEFFREY KAIRUPAN(**), Director, concurrently as Compliance Director 3. ENDANG KUSSULANJARI S.,
Independent Commissioner (Senior) 5. PANDJI P. DJAJANEGARA, Director 3. DR. YULIZAR DJAMALUDDIN Member
4. SRI WIDOWATI(***), Independent 6. TJIOE MEI TJUEN, Director SANREGO, M.EC., Member 4. ANGELIQUE DEWI DARYANTO,
Commissioner 7. HENKY SULISTYO, Director Member
5. DATO’ ABDUL RAHMAN AHMAD, 8. JONI RAINI, Director 5. RIATU MARIATUL QIBTHIYYAH,
Commissioner 9. RUSLY JOHANNES, Director Member
6. VERA HANDAJANI, Commissioner 10. NOVIADY WAHYUDI, Director
7. FARINA J. SITUMORANG, Independent
Commissioner
(*) Also present in his capacity as Chairman (concurrently as Member) of the Risk Oversight Committee
(**) Also present in his capacity as Chairman (concurrently as Member) of the Integrated Governance Committee
(***) Also present in her capacity as Chairwoman (concurrently as Member) of the Nomination & Remuneration Committee
The Company has: (i) appointed Ashoya Ratam SH., MKn., as Public Notary as well as PT Bima Registra as the Share Administration Bureau (both are independent party) to count
the quorum and execute the voting tabulation in the Meeting; and (ii) provided an opportunity to the Shareholders and/or Proxy holder of the Shareholders to raise questions
and/or convey opinions for each Agenda of the Meeting, however there were no question/opinion raised by the Shareholders and/or Proxy holder of the Shareholders in the
Meeting.
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 quorum. Voting was conducted on each Agenda of the Meeting. For the Shareholders and/or Proxy holder of the Shareholders 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 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 eASY.KSEI e-Voting in real time. While, for the Shareholders who authorized 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 accordance with Company’s Shareholders Register as at 4 March 2024, the number of issued and paid up shares of the Company with eligible voting rights was 25,142,205,843
shares. The number of shares with voting rights attended or represented in the Meeting (Class A shares and Class B shares both have equal rights) was 23,909,940,781 shares or
approximately 95.0988% of the total shares issued by the Company. Therefore, it fulfilled the required Meeting quorum, 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. Accordingly, the Meeting was valid to be held and adopted the following resolutions:
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1st Agenda:
Approval of the Annual Report and the Consolidated Financial Statements of the Company for the Financial Year Ended on 31 December 2023.
Voting Result:
Total Majority Votes: 23,909,940,381 shares or 100,0000% (Agree)
Agree Against Abstain/No Votes#
23,857,134,081 shares (99.7791%) 400 shares (0.0000%) 52,806,300 shares (0.2209%)
Resolutions:
1. Approved the Company’s Annual Report for the financial year ended on 31 December 2023;
2. Ratified the Company’s Consolidated Financial Statements for the financial year ended on 31 December 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 19 February 2024, with opinion that “The Consolidated
Financial Statements present fairly, in all material respects, the consolidated financial position of the Group as of 31 December 2023, and its consolidated financial
performance and its consolidated cash flows for the 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 31 December 2023; and
4. Granted the acquit and discharge (“volledig acquit et décharge”) 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 31 December
2023.
2nd Agenda:
Determination on the Use of the Company’s Profit for the Financial Year Ended on 31 December 2023
Voting Result:
Total Majority Votes: 23,909,913,881 shares or 99.9999% (Agree)
Agree Against Abstain/No Votes#
23,861,769,581 shares (99.7985%) 26,900 shares (0.0001%) 48,144,300 shares (0.2014%)
Resolutions:
Approved the appropriation of the Net Profit of the Company (Company only) for the Financial Year ended on 31 December 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 50% of the Company’s Net Profit for the Financial Year 2023 or a maximum of Rp3,084,361,418,113 (gross), with
the following schedules:
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1. Announcement of Schedule and Procedures for Dividend Distribution : 3 April 2024
2. Cum Dividend - Regular and Negotiation Market : 19 April 2024
3. Ex-Dividend - Regular and Negotiation Market : 22 April 2024
4. Cum Dividend - Cash Market : 23 April 2024
5. Recording date for eligible shareholders : 23 April 2024
6. Ex-Dividend in Cash Market : 24 April 2024
7. Dividend Distribution for the Financial Year 2023 : 3 Mei 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;
2. Not set aside any reserve, considering the minimum statutory reserve as required in Article 70 of the Company Law No. 40 of 2007 (the “Company Law”) has been
complied;
3. 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.
3rd Agenda:
Appointment of Public Accountant and Public Accounting Firm for the Financial Year 2024 and Determination of the Honorarium and Other Requirements related to the
Appointment.
Voting Result:
Total Majority Votes: 23,909,940,381 shares or 100,0000% (Agree)
Agree Against Abstain/No Votes#
23,861,929,781 shares (99.7992%) 400 shares (0.0000%) 48,010,600 shares (0.2008%)
Resolutions:
1. Approved 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, as a 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;
2. Approved 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 OJK; and
e. the appointment shall be not against the applicable laws and regulations.
3. Approved 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);
4. Approved 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.
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4th Agenda:
Reappointment of Glenn Muhammad Surya Yusuf as Vice President Commissioner (Independent) of the Company.
Voting Result:
Total Majority Votes: 23,874,628,957 shares or 99.8523% (Agree)
Agree Against Abstain/No Votes#
23,826,622,157 shares (99.6515%) 35,311,824 shares (0.1477%) 48,006,800 shares (0.2008%)
Resolutions:
Approved 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 3rd (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.
5th Agenda:
Reappointment of Dato' Abdul Rahman Ahmad as Commissioner of the Company.
Voting Result:
Total Majority Votes: 23,901,046,412 shares or 99.9628% (Agree)
Agree Against Abstain/No Votes#
23,853,027,612 shares (99.7620%) 8,894,369 shares (0.0372%) 48,018,800 shares (0.2008%)
Resolutions:
Approved 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 3rd (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.
6th Agenda:
Reappointment of Fransiska Oei as Director concurrently as Compliance Director of the Company.
Voting Result:
Total Majority Votes: 23,901,046,412 shares or 99.9628% (Agree)
Agree Against Abstain/No Votes#
23,853,039,612 shares (99.7620%) 8,894,369 shares (0.0372%) 48,006,800 shares (0.2008%)
Resolutions:
Approved 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 3rd (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.
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7th Agenda:
Reappointment of Pandji P. Djajanegara as Director of the Company.
Voting Result:
Total Majority Votes: 23,901,046,412 shares or 99.9628% (Agree)
Agree Against Abstain/No Votes#
23,853,039,912 shares (99.7620%) 8,894,369 shares (0.0372%) 48,006,500 shares (0.2008%)
Resolutions:
Approved 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 3rd
(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.
8th Agenda:
Reappointment of Tjioe Mei Tjuen as Director of the Company.
Voting Result:
Total Majority Votes: 23,901,046,412 shares or 99.9628% (Agree)
Agree Against Abstain/No Votes#
23,853,039,912 shares (99.7620%) 8,894,369 shares (0.0372%) 48,006,500 shares (0.2008%)
Resolutions:
Approved 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 rd (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.
9th Agenda:
Approval to Change the Company’s BOC Composition by appointing Dody Budi Waluyo, as Independent Commissioner of the Company.
Voting Result:
Total Majority Votes: 23,909,940,081 shares or 100,0000% (Agree)
Agree Against Abstain/No Votes#
23,861,921,881 shares (99.7992%) 700 shares (0.0000%) 48,018,200 shares (0.2008%)
Resolutions:
1. Approved 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 closure of the Meeting which appoints him and upon obtaining the OJK approval and/or fulfilled of the requirements as determined in the OJK approval letter (the
“Effective Date”) until the closing of the 3rd (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.
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In terms of OJK does not approve the appointment or the requirements as determined by OJK are not fulfilled, then the appointments will be null and void without requiring
a GMS approval.
Accordingly, the composition of the Company’s BOC, shall be as follows:
BOC
President Commissioner : DIDI SYAFRUDDIN YAHYA
Vice President Commissioner (Independent) : GLENN MUHAMMAD SURYA YUSUF
Independent Commissioner : SRI WIDOWATI
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 requirements as determined in the OJK approval .
2. Approved 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.
10th Agenda:
Determination on Salary or Honorarium and Other Allowances for the BOC and SSB of the Company as well as Salary, Allowances and Tantiem/Bonus for the BOD of the
Company.
Voting Result:
Total Majority Votes: 23,757,372,335 shares or 99.3619% (Agree)
Agree Against Abstain/No Votes#
23,708,101,435 shares (99.1558%) 152,568,446 shares (0.6381%) 49,270,900 shares (0.2061%)
Resolutions:
1. Approved and determined 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. Approved and determined 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. Approved 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 tantiem/bonus for each member of the Company’s BOD, by considering 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. Approved 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 be to be paid in 2025 and 2026 in accordance with POJK No. 45/2015; and
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5. Approved 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 considering 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.
11th Agenda:
Approval on the Update of the Recovery Plan of the Company.
Voting Result:
Total Majority Votes: 23,909,939,881 shares or 100,0000% (Agree)
Agree Against Abstain/No Votes#
23,861,471,881 shares (99.7973%) 900 shares (0.0000%) 48,468,000 shares (0.2027%)
Resolutions:
1. Approved the update of Recovery Plan that has been submitted by the Company to the OJK on 20 November 2023; and
2. Approved the 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.
12th Agenda:
Approval of the Company's Share Buyback and Transfer Plan.
Voting Result:
Total Majority Votes: 23,764,326,835 shares or 99.3910% (Agree)
Agree Against Abstain/No Votes#
23,715,057,135 shares (99.3910%) 145,613,946 shares (0.6090%) 49,269,700 shares (0.2061%)
Resolutions:
1. Approved the Company's shares buyback from public shareholders, at a maximum of 202,000 shares and at a maximum cost of IDR500,000,000 (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. Approved 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. Approved the delegation of authority to the BOD of the Company to conduct the Share Buyback in accordance with the prevailing regulations
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13th Agenda:
Changes to the Company's AOA
Voting Result:
Total Majority Votes: 23,909,939,881 shares or 100,0000% (Agree)
Agree Against Abstain/No Votes#
23,861,320,881 shares (100%) 900 shares (0.0000%) 48,619,000 shares (0.2033%)
Resolutions:
1. Approved 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. Approved 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.
14th Agenda:
Other
(this agenda items do not require Meeting approval)
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;
c) internal adjustments; and
d) 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 23 February 2024 that has been approved based on BOC Circular Resolution No.
004/DEKOM/KP/III/2024 dated 29 February 2024 and BOD Circular Resolution No. 001/SIR/DIR/III/2024 dated 1 March 2024;
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 requirements as determined in the OJK approval until the closing of the 3rd (third)
Annual GMS after his appointment.
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With the reappointment of those members and the appointment of a new member above, the composition of Audit Committee membership became as follows:
1) Dody Budi Waluyo*), as Chairman concurrently as Member;
2) Glenn Muhammad Surya Yusuf, as Member **);
3) Endang Kussulanjari S., as Member;
4) Angelique 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 requirements as determined in the OJK approval.
**)
temporary serving as Chairman of the Audit Committee since the closing of the Annual GMS on 3 April 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 requirements as determined by OJK are not fulfilled, then the appointment of the new chairman will be void.
Subsequently, 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 A; 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 10 January 2019 and letter No. 058/DIR/VII/2020 dated
17 July 2020.
As of the position of 31 December 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),
have 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 approved
at the Extraordinary GMS on 25 April 2017 and the Company's Annual GMS on 15 April 2019, have been completely transferred.
Note - Abstain/No Votes#
#)
In accordance with the provisions of the Article 13 paragraph 13.4 the Company’ AOA: “the Shareholder of the shares with valid voting rights who attends the General Meeting of
Shareholders but abstain (not casting a vote) shall be considered of casting the same vote with the majority votes of the shareholders who were casting their votes. Hence, the
shareholder who is casting the vote as mentioned above shall comply with and respect the resolutions adopted for the respective General Meeting of Shareholders agenda”.
This Announcement of Summary Minutes of the Meeting is among others to comply with the provisions of Article 51 and Article 52 of OJK Regulation No. 15/POJK.04/2020
regarding Plan and Implementation of General Meeting of Shareholders of Publicly-Held Companies.
Jakarta, 3 April 2024
Board of Directors
PT Bank CIMB Niaga Tbk
Address: Corporate Secretary, Graha CIMB Niaga 11th Floor, Jl. Jend. Sudirman Kav. 58, South Jakarta 12190
Phone. (+6221) 250 5252; Fax. (+6221) 252 6749; E-mail: Corporate.Secretary@cimbniaga.co.id; Website: www.cimbniaga.co.id
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Names mentioned 30 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1
unresolved
org
Indonesia Stock Exchange
p.1
unresolved
person
PROF. DR. FATHURRAHMAN
p.2
unresolved
—
Senior
· Independent Commissioner
p.2
unresolved
person
DR. YULIZAR DJAMALUDDIN
p.2
unresolved
person
SANREGO
· Director
p.2
unresolved
person
Ashoya Ratam SH.
p.2
unresolved
org
PT Bima Registra
p.2
unresolved
org
Rintis & Rekan
p.3 ×2
unresolved
person
Dato' Abdul Rahman Ahmad
· Commissioner
p.5 ×6
unresolved
—
Appointed Dody Budi Waluyo
· Chairman
p.9 ×4
unresolved
org
Bank CIMB Niaga Phase IV Year
p.10 ×2
unresolved
org
Bank CIMB Niaga Year
p.10 ×2
unresolved
org
Bank CIMB Niaga Phase III Year
p.10 ×2
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
Rule parser
Needs review
confidence 0.000
536 ms
12 Sep 2026 23:05
no RUPS minutes content - likely misclassified