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ANNOUNCEMENT OF
SUMMARY OF MINUTES OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
PT BANK MANDIRI (PERSERO) Tbk
FINANCIAL YEAR 2025
The Board of Directors of PT Bank Mandiri (Persero) Tbk (the “Company”) hereby notifies the Shareholders
that the Company has held its Annual General Meeting of Shareholders (“the Meeting”) electronically as
follows:
A. Date/Date, Venue, Time, and Meeting Agenda
Day/Date : Wednesday/April 29, 2026
Venue* : South Jakarta
Electronically via the KSEI Electronic General Meeting System (“eASY.KSEI”)
at https://akses.ksei.co.id link provided by PT Kustodian Sentral Efek
Indonesia (“KSEI”)
Time : 14.16– 19.14 WIB
Agenda : 1. Approval of the Annual Report and Ratification of the Company’s
Consolidated Financial Statements, Approval of the Supervisory Duties
Report of the Board of Commissioners, and Ratification of the Financial
Statements of the Micro and Small Business Funding Program (PUMK) for
the 2025 Financial Year, as well as the Granting of Full Eelease and
Discharge from Liability (volledig acquit et de charge) to the Board of
Directors for the Company’s Management Actions and to the Board of
Commissioners for the Company’s Supervisory Actions that have been
Carried Out during the 2025 Financial Year.
2. Approval of the Use of the Company’s Net Profit for the 2025 Financial
Year.
3. Determination of Salaries/Honoraria, along with Facilities and Allowances
for the 2026 Financial Year, and Performance-Based Remuneration for
the 2025 Financial Year for the Board of Directors and the Board of
Commissioners of the Company.
4. Appointment of a Public Accountant and/or Public Accounting Firm to
Audit the Company’s Consolidated Financial Statements and the PUMK
Program Financial Statements for the 2026 Financial Year.
5. Approval of the Company’s Recovery Plan Update.
6. Report on the Realization of Use of Proceeds from the Shelf Registration
(PUB) of Bank Mandiri Green Bond I Phase II Year 2025 and Shelf
Registration of Bank Mandiri Bond I Phase I Year 2025.
7. Approval of the Company’s Share Buyback Plan and the Transfer of Shares
Resulting from the Buyback Held as Treasury Stock.
8. Delegation of Approval Authority for the Company's Long-Term Plan
(RJPP) 2026-2030 and the Company's Work Plan and Budget (RKAP) 2027
and its amendments from the GMS to the parties appointed by the GMS.
9. Amendments to the Company’s Articles of Association.
10. Changes to the Composition of the Company’s Management.
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Note:
*) The Chairman of the Meeting, the Board of Directors and the Board of Commissioners, as well as capital market
professionals assisting with the conduct of the Meeting, physically attended the Meeting at the Company’s Head Office.
B. Chairman of the Meeting and Attendance of the Board of Commissioners and Board of Directors
In accordance with the resolution of the Board of Commissioners’ Meeting held on February 19, 2026,
as set forth in the Minutes of the Board of Commissioners’ Meeting No. DK.INT/5/2026 dated February
19, 2026, Mr. Zulkifli Zaini, as the President Commissioner/Independent Commissioner of the
Company acted as the Chairman of the Meeting. The Meeting was attended by the entire Board of
Commissioners and the Board of Directors of the Company as follows:
- Board of Commissioners
President Commissioner/ Independent Commissioner: Zulkifli Zaini;
Vice President Commissioner : M. Rudy Salahuddin Ramto;*
Commissioner : Muhammad Yusuf Ateh;**
Commissioner : Luky Alfirman;
Commissioner : Yuliot;
Independent Commissioner : Mia Amiati;
Independent Commissioner : Bintoro Kunto Pardewo.
- Board of Directors
President Director : Riduan;
Vice President Director : Henry Panjaitan;
Director of Operations : Timothy Utama;
Director of Human Capital and Compliance : Eka Fitria;
Director of Risk Management : Danis Subyantoro;
Director of Commercial Banking : Totok Priyambodo;
Director of Corporate Banking : Mochamad Rizaldi;
Director of Consumer Banking : Saptari;
Director of Treasury and International Banking : Ari Rizaldi;
Director of Finance and Strategy : Novita Widya Anggraini;
Director of Network and Retail Funding : Jan Winston Tambunan;
Director of Information Technology : Sunarto.
*) effective upon receiving approval from the Financial Services Authority regarding the completion of the Fit
and Proper Test.
**) attend the meeting electronically via the platform provided by KSEI.
C. Shareholder Attendance
Shareholders present and/or represented at the Meeting held 79,812,470,919 shares, representing
85.5975071% of the total number of valid voting shares issued by the Company, including the
attendance of holder of Series A Dwiwarna Share.
D. Resolution-Making Procedures and Quorum
1. Pursuant to Article 40 of Financial Services Authority Regulation No. 15/POJK.04/2020 on the
Planning and Conduct of General Meetings of Shareholders of Public Companies (“POJK RUPS”)
and in accordance with Article 28 of POJK RUPS, resolutions of the Meeting are made by consensus;
if consensus cannot be reached, resolutions are made by a vote.
2. The electronic voting process takes place on the eASY.KSEI application.
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3. Quorum and resolution-making for the Meeting:
a. For the First, Fourth, Fifth, and Eighth Agendas of the Meeting, the Meeting may be held if
attended by Shareholders and/or their authorized representatives who together represent
more than 1/2 (one-half) of the total number of the Company’s shares with valid voting rights.
Resolutions on such Agendas shall be valid and binding if approved by more than 1/2 (one-half)
of the total number of shares with voting rights present at the Meeting.
b. For the Second, Third, and Tenth Agendas of the Meeting, the Meeting may be held if attended
by Series A Dwiwarna Shareholder and other Shareholders and/or their authorized
representatives who together represent more than 1/2 (one-half) of the total number of shares
with valid voting rights. Resolutions on these Agendas shall be valid and binding if approved by
Series A Dwiwarna Shareholders and other Shareholders and/or their authorized
representatives who together represent more than 1/2 (one-half) of the total number of shares
with voting rights present at the Meeting.
c. For the Seventh Agenda of the Meeting, the Meeting may be held if attended by Shareholders
and/or their authorized representatives who together represent at least 2/3 (two-thirds) of the
total number of the Company’s shares with valid voting rights. Resolutions on such Agenda shall
be valid and binding if approved by more than 2/3 (two-thirds) of the total number of shares
with voting rights present at the Meeting.
d. For the Ninth Agenda of the Meeting, the Meeting may be held if attended by the holders of
Series A Dwiwarna Shareholder and other Shareholders and/or their authorized representatives
who together represent at least two-thirds (2/3) of the total number of shares with valid voting
rights. The resolution on the Ninth Agenda is valid and binding if approved by the Series A
Dwiwarna Shareholder and other Shareholders and/or their authorized representatives who
together represent more than two-thirds (2/3) of the total number of voting shares present at
the Meeting.
e. Specifically, the Sixth Agenda of the Meeting is a reporting nature and therefore does not
require the approval of the Shareholders at the Meeting.
E. Opportunity to Ask Questions and/or Express Opinions, and Voting Results at the Meeting
Shareholders or their proxies were given the opportunity to ask questions and/or express opinions
on each Agenda of the Meeting. The number of Shareholders or their proxies, whether physically
present and/or participating electronically, who asked questions and/or expressed opinions during
the Meeting, as well as the results of the voting process—which included e-Proxy votes cast via
eASY.KSEI—are as follows:
Agenda Agree Disagree Abstain Total Votes in Question/
Favor *
Opinions
First 78,590,824,031 160,016,326 1,061,630,562 79,652,454,593 3
votes or votes or votes or votes or
(three)
98.4693534% of 0.2004904% of 1.3301562% of 99.7995096% of
all shares with all shares with all shares with all shares with
valid voting valid voting valid voting valid voting
rights present at rights present at rights present at rights present at
the Meeting. the Meeting. the Meeting. the Meeting.
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Second 78,815,334,807 24,157,450 972,978,662 79,788,313,469 -
votes or votes or votes or votes or
(none)
98.7506512% of 0.0302678% of 1.2190810% of 99.9697322% of
all shares with all shares with all shares with all shares with
valid voting valid voting valid voting valid voting
rights present at rights present at rights present at rights present at
the Meeting. the Meeting. the Meeting. the Meeting.
Third 74,491,135,430 4,283,434,855 1,037,900,634 75,529,036,064 -
votes or votes or votes or votes or
(none)
93.3327017% of 5.3668741% of 1.3004241% of 94.6331259% of
all shares with all shares with all shares with all shares with
valid voting valid voting valid voting valid voting
rights present at rights present at rights present at rights present at
the Meeting. the Meeting. the Meeting. the Meeting.
Fourth 78,824,256,098 15,224,959 972,989,862 79,797,245,960 -
votes or votes or votes or votes or
(none)
98.7618291% of 0.0190759% of 1.2190950% of 99.9809241% of
all shares with all shares with all shares with all shares with
valid voting valid voting valid voting valid voting
rights present at rights present at rights present at rights present at
the Meeting. the Meeting. the Meeting. the Meeting.
Fifth 78,839,309,557 182,000 votes 972,979,362 79,812,288,919 -
votes or or 0.0002280% votes or votes or
(none)
98.7806901% of of all shares 1.2190819% of 99.9997720% of
all shares with with valid voting all shares with all shares with
valid voting rights present at valid voting valid voting
rights present at the Meeting. rights present at rights present at
the Meeting. the Meeting. the Meeting.
Sixth The Sixth Agenda of the Meeting is for reporting purposes only and therefore does not
require the approval of the Shareholders at the Meeting.
Seventh 71,221,539,896 7,617,952,261 972,978,762 72,194,518,658 -
votes or votes or votes or votes or
(none)
89.2361044% of 9.5448145% of 1.2190811% of 90.4551855% of
all shares with all shares with all shares with all shares with
valid voting valid voting valid voting valid voting
rights present at rights present at rights present at rights present at
the Meeting. the Meeting. the Meeting. the Meeting.
Eighth 74,608,095,659 4,171,203,398 1,033,171,862 75,641,267,521 -
votes or votes or votes or votes or
(none)
93.4792455% of 5.2262552% of 1.2944993% of 94.7737448% of
all shares with all shares with all shares with all shares with
valid voting valid voting valid voting valid voting
rights present at rights present at rights present at rights present at
the Meeting. the Meeting. the Meeting. the Meeting.
Ninth 74,493,125,946 4,067,412,795 1,251,932,178 75,745,058,124 -
votes or votes or votes or votes or
(none)
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93.3351957% of 5.0962121% of 1.5685922% of 94.9037879% of
all shares with all shares with all shares with all shares with
valid voting valid voting valid voting valid voting
rights present at rights present at rights present at rights present at
the Meeting. the Meeting. the Meeting. the Meeting.
Tenth 56,368,139,574 21,164,147,723 2,280,183,622 58,648,323,196 -
votes or votes or votes or votes or
(none)
70.6257292% of 26.5173443% of 2.8569265% of 73.4826557% of
all shares with all shares with all shares with all shares with
valid voting valid voting valid voting valid voting
rights present at rights present at rights present at rights present at
the Meeting. the Meeting. the Meeting. the Meeting.
Note:
*) In accordance with the Company’s Articles of Association and POJK RUPS, an “Abstain” vote is considered to be
equivalent to the majority vote of the shareholders who cast their votes. Therefore, based on the calculations
of the KSEI and the Securities Administration Bureau systems, the number of “Abstain” votes is added to the
“Approve” votes.
F. The Meeting Resolutions
FIRST AGENDA:
1. Approval of the Company’s Annual Report, including the Supervisory Duties Report of the Board of
Commissioners for the 2025 Financial Year ending on December 31, 2025.
2. Approve:
a) the Company’s Consolidated Financial Statements for the 2025 Financial Year ending
December 31, 2025, which have been audited by the Public Accounting Firm Purwanto
Susanti and Surja (a member firm of Ernst & Young Global Limited) in accordance with Report
No. 00026/2.1505/AU.1/07/0242 -1/1/II/2026 dated February 5, 2026, with an unqualified
opinion in all material respects; and
b) The Financial Statements of the Micro and Small Business Funding Program (PUMK) for the
2025 Financial Year ending on December 31, 2025, which have been audited by the Public
Accounting Firm Purwanto Susanti and Surja (a member firm of Ernst & Young Global
Limited) in accordance with Report No. 00856/2.1505/AU.2/07/0242-1/1/IV/2026 dated
April 24, 2026, with an unqualified opinion in all material respects.
3. With the approval of the Company’s Annual Report, including the Supervisory Duties Report of
the Board of Commissioners, and the ratification of the Company’s Consolidated Financial
Statements, as well as the PUMK Program Financial Statements, all for the 2025 Financial Year
ending on December 31, 2025, the Meeting hereby grants full discharge and release from liability
(volledig acquit et de charge) to all members of the Board of Directors for the management of
the Company and to all members of the Board of Commissioners for the supervision of the
Company carried out during the 2025 Financial Year ending on December 31, 2025, provided that
such actions do not constitute criminal offenses and are reflected in the aforementioned reports.
SECOND AGENDA:
Approve and determine the allocation of the Company’s Consolidated Net Income attributable to the
owners of the parent entity for the 2025 Financial Year in the amount of Rp56,293,949,580,806.00
(fifty-six trillion two hundred ninety-three billion nine hundred forty-nine million five hundred eighty
thousand eight hundred six Rupiah) as follows:
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1. 79% (seventy-nine percent) or the amount of Rp44,472,220,168,836.70 (forty-four trillion four
hundred seventy-two billion two hundred twenty million one hundred sixty-eight thousand eight
hundred thirty-six Rupiah and seventy cents) or Rp476.956938949 (four hundred seventy-six
point nine five six nine three eight nine four nine Rupiah) per share has been declared as a cash
dividend. This amount includes the interim dividend that has been distributed to Shareholders
on January 14, 2026, in the amount of Rp9,324,158,333,200.00 (nine trillion three hundred
twenty-four billion one hundred fifty-eight million three hundred thirty-three thousand two
hundred Rupiah) or Rp100 (one hundred Rupiah) per share. Thus, the remaining cash dividend to
be paid to Shareholders amounts to Rp35,148,061,835,636.70 (thirty-five trillion one hundred
forty-eight billion sixty-one million eight hundred thirty-five thousand six hundred thirty-six
Rupiah and seventy cents) or Rp376.956938949 (three hundred seventy-six point nine five six
nine three eight nine four nine Rupiah) per share. Payment shall be made in accordance with the
following terms:
a. Dividends for the 2025 Financial Year shall be paid proportionally to each Shareholder whose
name is recorded in the Shareholder Register as of the Record Date.
b. The Board of Directors is granted the power and authority, with the right of substitution, to:
i. Determine the schedule and procedures for the distribution of dividends for the 2025
Financial Year in accordance with applicable regulations.
ii. Withhold dividend taxes in accordance with applicable tax regulations.
iii. Handle other technical matters in accordance with applicable regulations.
2. An amount of 21% (twenty-one percent) or Rp11,821,729,411,969.30 (eleven trillion eight
hundred twenty-one billion seven hundred twenty-nine million four hundred eleven thousand
nine hundred sixty-nine Rupiah and thirty cents) shall be allocated to Retained Earnings.
THIRD AGENDA:
Approve the delegation of authority to:
1. The largest holder of Series B Shares or their proxy to appoint members of the Board of
Commissioners; and
2. The Board of Commissioners, subject to prior written approval from the largest holder of Series B
shares or their authorized representative, to determine the members of the Board of Directors,
salaries/honoraria, along with facilities and allowances for the 2026 Financial Year and
performance-based compensation for the 2025 Financial Year in accordance with applicable
regulations.
FOURTH AGENDA:
1. Approve the appointment of Public Accountant Yovita and the Public Accounting Firm Purwanto
Susanti and Surja (a member firm of Ernst & Young Global Limited) to audit the Company’s
Consolidated Financial Statements, the Financial Statements of the Micro and Small Business
Funding Program (PUMK), and other reports for the 2026 Financial Year in accordance with
applicable regulations;
2. Approve the granting of authority to the Company’s Board of Commissioners, subject to prior
written approval from the largest Series B Shareholder, to:
a. The appointment of a Public Accountant and/or a Public Accounting Firm to audit the
Company’s Consolidated Financial Statements for other periods within the 2026 Financial Year
for the Company’s purposes and interests; and
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b. Determination of audit fees and other terms and conditions for the Public Accountant and/or
Public Accounting Firm referred to in items 1 and 2(a), as well as the appointment of a
Replacement Public Accountant and/or Public Accounting Firm in the event that the Public
Accountant and/or Public Accounting Firm referred to in items 1 and 2(a) above, for any
reason, are unable to complete the provision of audit services for the Company’s Consolidated
Financial Statements for the 2026 Financial Year, and/or other periods within the 2026
Financial Year, as well as the PUMK Program Financial Statements for the 2026 Financial Year,
including determining the audit fees and other terms for such Replacement Public Accountant
and/or Public Accounting Firm.
FIFTH AGENDA:
1. Approving the update of the Recovery Plan in accordance with the provisions of the Financial
Services Authority Regulation Number 5 of 2024 on the Determination of Supervision Status
and Handling of Problems of Commercial Banks as submitted by the Company to the OJK.
2. In relation to the resolution in point 1, the Board of Commissioners and the Board of Directors
shall take all actions necessary in connection with the implementation of the Company's
Recovery Plan in accordance with their respective authorities.
SIXTH AGENDA:
The Sixth Agenda of the Meeting is for reporting purposes only and therefore does not require the
approval of the Shareholders at the Meeting.
SEVENTH AGENDA:
1. Approving the buyback of the Company's shares that have been issued and listed on the Indonesia
Stock Exchange with a Buyback transaction value of up to Rp1,167,000,000,000.00 (one trillion
one hundred sixty-seven billion Rupiahs), excluding Buyback transaction costs, while taking into
account the required permits and applicable laws and regulations.
2. Approving the granting of power and authority for the implementation of the Company's share
buyback, including its cessation, to the Company's Board of Directors while still adhering to
applicable provisions and laws and regulations.
3. Approving the transfer of buyback shares held as treasury stock for the implementation of the
Employee and/or Management Share Ownership Program for employees and/or management of
the Company who are eligible to own the Company's shares, while considering the applicable
regulations.
4. Approving to grant authority and power for the implementation of the Employee Stock
Ownership Program and/or the Management Stock Ownership Program of the Company to:
a. the Company's Board of Directors for the Company's Employee Stock Ownership Program;
b. the Board of Commissioners, provided that prior written approval is obtained from the largest
Series B Shareholder or their proxy, for the Company's Management Stock Ownership
Program,
while still taking into account the provisions of the applicable laws and regulations.
EIGHTH AGENDA:
Approving the granting of authority and power to the Company's Board of Commissioners, provided
that prior written approval is obtained from the largest Series B Shareholder or their proxy, to approve
the Company's 2026-2030 RJPP and the Company's 2027 RKAP along with its amendments. Approval
of the Company's 2026-2030 RJPP and the Company's 2027 RKAP along with its amendments shall be
carried out in accordance with good corporate governance and applicable regulations, taking into
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account the principles of fairness and information transparency, and has been coordinated with the
Series A Dwiwarna Shareholder or their proxy for synchronization with Government policy.
NINTH AGENDA:
1. Approving the amendment of the Company's Articles of Association in connection with the
reclassification of the Company's shares, namely the change of Series B Shares amounting to
485,333,332 (four hundred eighty-five million three hundred thirty-three thousand three hundred
thirty-two) shares owned by the State of the Republic of Indonesia through the State-Owned
Enterprises Regulatory Agency into Series A Dwiwarna Shares, in order to comply with Law
Number 16 of 2025 concerning the Fourth Amendment to Law Number 19 of 2003 concerning
State-Owned Enterprises.
2. Approving the amendment of the articles of the Company's Articles of Association related to the
resolution in point 1 above.
3. Granting authority and power to the Board of Directors with the right of substitution to carry out
all actions necessary in relation to the resolutions of the Ninth Agenda of this Meeting, including
preparing and re-stating the entire Articles of Association of the Company in a Notarial Deed and
submitting it to the competent authorities to obtain approval and/or acknowledgment of the
notification of amendments to the Company's Articles of Association and changes to the
Company's data, doing whatever is deemed necessary and useful for these purposes with nothing
excluded, including making additions and/or amendments to such amendments to the Company's
Articles of Association if required by the competent authorities
TENTH AGENDA:
Approve the following changes to the Company’s management:
1. Respectfully dismiss the following individuals as Company’s Magement:
1) Commissioner : Muhammad Yusuf Ateh
2) Director of Operations : Timothy Utama
who were appointed respectively based on the Resolutions of the Annual General Meeting of
Shareholders (“GMS”) for the Financial Year 2020 dated March 15, 2021, effective as of the closing
of this Meeting, with appreciation for the contribution of effort and thought given during their
tenure as Company Management.
2. Appointing Mr. Timothy Utama as Director of Operations at the Company.
3. The term of office of the member of the Board of Directors appointed as referred to in point 2,
refer to the Article of Association of the Company, taking into account the laws and regulations in
the Capital Market sector and without prejudice to the rights of the GMS to dismiss at any time.
4. With the dismissal and appointment of the Company’s management as referred to in points 1 and
2, the composition of the Company's Management shall be as follows:
a . Board of Directors
1) President Director : Riduan
2) Vice President Director : Henry Panjaitan
3) Director of Operations : Timothy Utama
4) Director of Treasury and International Banking : Ari Rizaldi
5) Director of Consumer Banking : Saptari
6) Director of Network and Retail Funding : Jan Winston Tambunan
7) Director of Corporate Banking : Mochamad Rizaldi
Page 9
8) Director of Commercial Banking : Totok Priyambodo
9) Director of Finance and Strategy : Novita Widya Anggraini
10) Director of Information Technology : Sunarto
11) Director of Risk Management : Danis Subyantoro
12) Director of Human Capital and Compliance : Eka Fitria
b . Board of Commissioners
1) President Commissioner/ Independent Commissioner : Zulkifli Zaini
2) Vice President Commissioner : M. Rudy Salahuddin Ramto
3) Commissioner : Yuliot
4) Independent Commissioner : Mia Amiati
5) Independent Commissioner : Bintoro Kunto Pardewo
6) Commissioner : Luky Alfirman
5. Requesting the Board of Directors to submit a written application to the Financial Services
Authority for the implementation of the Fit & Proper Test for the member of the Board of Directors
who were appointed as referred to in point 2 in compliance with the applicable regulations.
6. Member of the Board of Directors appointed as referred to in point 2 who still hold other positions
that are prohibited by laws and regulations from being held concurrently with the position of
Member of the Board of Directors of a State-Owned Enterprise, must resign or be dismissed from
those positions.
7. To grant power with the right of substitution to the Board of Directors of the Company to declare
what is decided in this Meeting in the form of a Notarial Deed and to appear before a Notary or
authorized official, and to make necessary adjustments or corrections if required by the authorized
party for the implementation of the Meeting's resolutions.
SCHEDULE AND PROCEDURES FOR CASH DIVIDEND DISTRIBUTION
In accordance with the resolutions of the Meeting on the Second Agenda, it is hereby informed that the
Company will distribute Cash Dividends for the 2025 Financial Year to Shareholders amounting to
Rp44,472,220,168,836.70 or Rp476.956938949 per share as Cash Dividends. This amount includes the
Interim Dividend that has been distributed to Shareholders on January 14, 2026, amounting to
Rp9,324,158,333,200.00 or Rp100 per share. Thus, the remaining Cash Dividend to be paid to Shareholders
is Rp35,148,061,835,636.70 or Rp376.956938949 per share.
The following sets out the schedule and procedures for the distribution of cash dividends for the 2025
Financial Year:
Cash Dividend Distribution Schedule
NO INFORMATION DATE
1 End of Stock Trading Period With Dividend Rights (Cum Dividend)
• Regular and Negotiation Market May 8, 2026
• Cash Market May 12, 2026
2 Start of the Ex-Dividend Stock Trading Period
• Regular and Negotiation Market May 11, 2026
• Cash Market May 13, 2026
3 Shareholders' Registration Date Eligible for Dividends (Recording May 12, 2026
Date)
4 Cash Dividend Payment Date for Financial Year 2025 May 25, 2026
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Procedures for Cash Dividend Distribution
1. Cash dividends will be distributed to the Company's shareholders whose names are recorded in the
Company's Shareholders Register ("DPS") or on the recording date of May 12, 2026, and/or to the
owners of the Company's shares in the securities sub-account at PT Kustodian Sentral Efek Indonesia
("KSEI") at the close of trading on May 12, 2026.
2. For shareholders of the Company whose shares are included in KSEI's collective custody, cash dividend
payments are carried out through KSEI and will be distributed on May 25, 2026, into the Securities
Customer Fund Accounts (RDN) at Securities Companies and/or Custodian Banks where the
shareholders open their sub-securities accounts. Meanwhile, for shareholders of the Company whose
shares are not included in KSEI's collective custody, cash dividend payments will be transferred to the
accounts of the Company's shareholders.
3. The cash dividend will be subject to tax in accordance with the prevailing tax laws and regulations. The
amount of tax imposed will be the responsibility of the respective shareholder of the Company and will
be deducted from the amount of cash dividend entitled to the respective shareholder of the Company.
4. Based on the applicable tax laws and regulations, such cash dividends will be exempted from taxable
income if received by shareholders who are domestic corporate taxpayers (“Domestic Corporate
Taxpayers”) and the Company does not withhold Income Tax on the cash dividends paid to such
Domestic Corporate Taxpayers. Cash dividends received by shareholders who are domestic individual
taxpayers (“Domestic Individual Taxpayers”) will be exempted from taxable income as long as the
dividends are invested within the territory of the Republic of Indonesia. For Domestic Individual
Taxpayers who do not meet the investment requirements as mentioned above, the dividends received
by them will be subject to income tax (“Income Tax”) in accordance with the applicable laws and
regulations, and such Income Tax must be self-declared and paid by the respective Domestic Individual
Taxpayers in accordance with Government Regulation No. 9 of 2021 concerning Tax Treatments to
Support Ease of Doing Business and its amendments.
5. Shareholders of the Company can obtain confirmation of dividend payments through the securities
company and/or custodian bank where the Company's shareholders open a securities account, and
thereafter the Company's shareholders are required to be responsible for reporting the receipt of the
said dividends in the tax reporting for the relevant financial year in accordance with the applicable tax
laws and regulations.
6. For shareholders who are foreign taxpayers, whose tax withholding will use the rates based on the
Double Tax Avoidance Agreement (“DTAA”), they are required to comply with the requirements of the
Regulation of the Director General of Taxes No. PER-25/PJ/2018 concerning the Procedures for the
Implementation of the Double Tax Avoidance Agreement and to submit proof of record documents or
DGT/SKD receipts that have been uploaded to the Directorate General of Taxes website to KSEI or the
Securities Administration Bureau in accordance with the provisions and regulations of KSEI regarding
the deadline for DGT submission. Without such documents, the cash dividends paid will be subject to
Article 26 Income Tax at a rate of 20%.
Jakarta, April 30, 2026
PT Bank Mandiri (Persero) Tbk
BOARD OF DIRECTORS
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Appendix
Agenda Shareholders/Number of
Question/Opinions
Item Shares
1 The State-Owned Enterprises In order to improve the Company’s performance and the
Regulatory Agency of the effectiveness of PT Bank Mandiri (Persero) Tbk’s (“Bank Mandiri”) , we
Republic of Indonesia, as the hereby convey the following:
holder of Dwiwarna Series A
1. Bank Mandiri’s performance achievements for the 2025 financial
shares
year are the result of the hard work of the Board of Directors, the
Board of Commissioners, and the entire Bank Mandiri team. We
note that the many positive achievements made during 2025 are
reflected in sustained loan growth with relatively good asset
quality, as well as increases in third-party funds and profitability
compared to the previous year. This reflects the Company’s
strong business foundation.
However, we note several areas that require attention, including
rising interest expenses and pressure on operational efficiency,
which have led to a decline in net interest margins and the rate of
return on assets and equity. In light of this, management is
expected to focus more on managing the cost structure and
maintaining the quality of sustainable business growth, so that
future performance can improve further.
2. Amid ongoing global developments, including trends in the
financial and trade sectors that could impact Bank Mandiri’s
business, we request that the Board of Directors, under the
supervision of the Board of Commissioners, to:
a. Identify and effectively mitigate risks that affect Bank
Mandiri’s business and performance.
b. Assess and anticipate both the direct and indirect impacts of
these global dynamics in the short term as well as their long-
term potential, which may influence global economic policies
and conditions, thereby directly or indirectly affecting Bank
Mandiri’s business and performance.
c. In implementing work programs, the Board of Directors and
management are to consistently prioritize considerations
regarding the strengthening of Bank Mandiri’s financial
health, the principle of prudence in credit risk management,
and the principles of good corporate governance.
d. The Board of Directors is requested to strive for continuous
improvement in competitiveness and performance, including
by:
1) Improving operational productivity to generate
increased revenue in line with the Company’s revenue
stream (core business).
2) Improving the quality of every product and/or service
produced by the Company in order to enhance the
competitiveness of such products/services in domestic
and/or international markets.
3) Improving efficiency through cost structure
optimization, thereby enhancing overall company
Page 12
performance, as evidenced by increased profit margins
and the return on assets ratio.
4) Improving the quality of public services and the
efficient execution of assigned tasks, particularly as the
Company fulfills its public service obligations.
3. The Board of Directors, under the supervision of the Board of
Commissioners, is requested to address all findings and
recommendations from both internal and external auditors to
prevent them from recurring in the next reporting period, and to
ensure continuous improvement of the internal control system
and business processes as a whole, thereby maintaining the
quality of financial statements and sustaining stakeholder
confidence.
1 PT Danantara Asset As part of the duties of PT Danantara Asset Management, as the
Management as the Largest operational holding company of state-owned enterprises, aimed at
Holder of Series B Shares improving the performance of PT Bank Mandiri (Persero) Tbk
(“BMRI”), we hereby convey the following:
1. We would like to express our appreciation to the entire Board of
Commissioners, the Board of Directors, and all employees of
Bank Mandiri for their solid performance during the 2025
financial year, despite domestic liquidity pressures and
challenging global economic conditions and geopolitical
dynamics. Although several indicators, such as the Casa Ratio,
PPOP, and RoE, have not yet met their targets, the Company still
recorded profit growth by achieving credit growth exceeding the
industry average, namely 13.44% YoY (101.14% of the 2025 RKAP
Target), with NPL and LaR maintained at healthy levels, and the
Company was able to manage liquidity and capital to remain at
healthy levels.
We expect these performance achievements to continue
improving in the future so that the Company can provide an
optimal contribution to all stakeholders.
2. The following are some of the matters that require the attention
of the Board of Directors and the Board of Commissioners to
improve the Company’s performance in the future:
a. In light of economic conditions that are projected to remain
unfavorable, the Company should foster healthy credit
growth and profitability, and should explore credit business
opportunities in the Corporate Banking segment as well as
acquire potential value chain ecosystems, so that credit
growth can be achieved evenly across both wholesale and
non-wholesale segments.
b. Strengthen the third-party funding base and sustainably
increase low-cost retail funding through service
improvements and product development, ensuring the
Bank maintains a competitive cost of funds, safeguarding
liquidity stability to support business expansion, and
enhancing market confidence in the Bank’s resilience.
c. The Company needs to continue strengthening its strategy
for operating expense efficiency and optimizing other
Page 13
operating income from fee-based income, loan recoveries,
and other sources to mitigate the impact of the decline in
the interest margin on the Company’s profitability.
d. Maintain credit quality through more selective lending with
prudent risk management, thereby minimizing potential
credit risks, maintaining profitability, and supporting long-
term financial health.
e. The Company should continue to enhance its capabilities in
managing non-performing loans and ensure adequate
provisions as a form of anticipation and fulfillment of the
Company’s capacity to address credit risks.
f. Strengthen reliable, comprehensive, user-friendly, and
trustworthy digital banking services, including cybersecurity
aspects.
g. Promote the implementation of DAM’s strategic initiatives
while adhering to the principles of Good Corporate
Governance, risk management, and prudence.
h. In support of sustainable finance principles, the Company
should maintain its commitment to developing ESG
initiatives within its work programs, both in credit
disbursement and debt issuance, in accordance with green
financing principles.
1 Gregor Preriatna Question:
How many strategic programs is PT Bank Mandiri (Persero) Tbk
participating in?
Answer:
Bank Mandiri’s strategic programs continue to evolve in line with the
national development agenda. Here are a few we would like to
highlight:
As a state-owned enterprise bank and a member of Himbara,
Bank Mandiri plays a role in disbursing People’s Business Credit
(KUR) to support SME financing, the targeted distribution of social
assistance (bansos) through the banking system, and the
financing of various infrastructure projects and National Strategic
Projects (PSN) such as toll roads, ports, energy, and industrial
estates.
• Bank Mandiri also supports public housing programs through
subsidized mortgages (KPR) and the FLPP program for low-income
communities.
Another program supported is the placement of government
surplus budget funds (SAL) in Himbara banks to maintain liquidity
and strengthen credit disbursement to productive sectors.
Bank Mandiri also supports the Merah Putih
Village/Neighborhood Cooperative (KDMP) program through
account openings, digital services, and financial literacy
initiatives, as well as the Free Nutritious Meals (MBG) program
through opening accounts for provider partners, managing
transactions, and supporting the financial ecosystem for the
program’s food value chain.
Page 14
In addition, Bank Mandiri also contributes to financing national
priority sectors such as industrial downstreaming, food security,
agriculture, and rural economic development through
cooperatives and village-owned enterprises (BUMDes).
Through these various programs, Bank Mandiri serves as a
strategic partner to the government in driving national economic
growth and promoting equitable social welfare.
Moving forward, Bank Mandiri will continue to support other
strategic programs by strengthening financial intermediation,
innovating financial services, accelerating digitalization, and
fostering synergies with all stakeholders to promote inclusive and
sustainable national economic growth.
Names mentioned 27 people and organisations named in the text · linked when the evidence is strong
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PT Kustodian Sentral Efek Indonesia
p.1 ×3
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org
Bank Mandiri Green Bond I Phase II Year
p.1
unresolved
org
Bank Mandiri Bond I Phase I Year
p.1
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org
Financial Services Authority
p.2 ×4
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org
Young Global Limited
p.5 ×3
unresolved
org
Indonesia Stock Exchange
p.7
unresolved
—
Appointing Mr. Timothy
· Director
p.8
unresolved
person
Timothy
p.8
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org
Directorate General of Taxes
p.10
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