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20240326_BDMN_Ringkasan Risalah//Risalah RUPS_31619522_lamp2.pdf
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Page 1
THE ANNOUNCEMENT OF THE SUMMARY OF THE MINUTES OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS
OF PT BANK DANAMON INDONESIA TBK
PT Bank Danamon Indonesia Tbk (the “Company”) hereby announces to the
Shareholders that the Company has convened the Annual General Meeting of
Shareholders (AGMS) on Friday, dated 22 March 2024. The AGMS was opened at 2.16
pm to 3.37 pm (West Indonesia Time), located at Menara Bank Danamon, Auditorium,
23rd floor, Jl. HR. Rasuna Said, Blok C No.10, Karet Setiabudi, Jakarta 12920.
In relation to the AGMS, the Board of Directors of the Company has conducted the
following legal procedures:
1. Notified the plan and agenda of the AGMS to the Financial Service Authority (“OJK”)
on 2 February 2024 and changes to the agenda in connection with the plan to hold
the Meeting agenda on 5 February 2024.
2. Published the Announcement of the AGMS of the Company on 13 February 2024, and
uploaded it on the Indonesia Stock Exchanges website (“IDX”), Indonesia Central
Securities Depository (Kustodian Sentral Efek Indonesia (hereinafter referred to
“KSEI”)) website and Company’s website: www.danamon.co.id.
3. Published the Invitation of the AGMS to the Shareholders on 29 February 2024, and
uploaded it on the IDX website, KSEI website and Company’s website.
4. Published the profile of the Company’s Public Accountant, profiles of the candidate
Directors of the Company which will be proposed to the AGMS and other AGMS
materials on the Company’s website.
The AGMS was chaired by Halim Alamsyah, Vice President Commissioner (Independent)
of the Company, in accordance with Articles of Associations of the Company and
Circular Resolutions of the Board of Commissioners.
Members of the Board of Commissioners, Board of Directors and Sharia Supervisory
Board of the Company who physically attended the AGMS were:
Board of Commissioners Board of Directors
1. Yasushi Itagaki, President Commissioner 1. Daisuke Ejima, President Director
2. Halim Alamsyah, Vice President 2. Honggo Wdjojo Kangmasto, Vice
Commissioner (Independent) President Director
3. Peter Benyamin Stok, Independent 3. Hafid Hadeli, Vice President Director
Commissioner 4. Herry Hykmanto, Director
4. Nobuya Kawasaki, Commissioner 5. Rita Mirasari, Director
5. Hedy Maria Helena Lapian, Independent 6. Dadi Budiana, Director
Commissioner 7. Muljono Tjandra, Director
8. Naoki Mizoguchi, Direktur
Sharia Supervisory Board
1. M Sirajuddin Syamsuddin, Chairman
2. Hasanudin, Member
3. Asep Supyadillah, Member
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Members of the Board of Commissioners of the Company who attended the AGMS
virtually through Webex application and Easy.KSEI was Dan Harsono.
The Company has: (i) appointed Mala Mukti, S.H., LL.M. as Public Notary and PT
Adimitra Jasa Korpora as the Share Administration Bureau to calculate the quorum and
voting tabulation; and (ii) provided an opportunity to the Shareholders to submit
question and/or opinion in relation to the agenda discussed.
In accordance with the Shareholders Registry as 28 February 2024, the total number of
entitled shares is 9,773,552,870 shares. The number of shares with voting rights that
attended the AGMS was 9.166.782.937 shares or approximately 93,792% of the total
shares issued by the Company. As such, this has fulfilled the required quorum (more
than 2/3 of the total shares with valid voting rights issued by the Company). Therefore,
the AGMS is valid to be held and to make the following decisions:
First Agenda
i. Approved the Annual Report of the Company’s for financial year ended on 31
December 2023.
ii. Approved the consolidated financial statements for the financial year ended on
31 December 2023 which was audited by the Public Accountants Firm of Imelda
& Rekan (a member firm of Deloitte Touche Tohmatsu Limited) as described in
the Independent Auditor’s Report dated 16 February 2024, Number
00015/2.1265/AU.1/07/0849-3/1/II/2024, with an unmodified opinion.
iii. Approved the Board of Commissioners Supervisory Report of the Company for
financial year ended on 31 December 2023.
iv. Give release and discharge ("volledig acquit et decharge") to: (i) the Board of
Directors of the Company in the performance of duties and responsibilities for
the management as well as the duties and responsibilities to represent the
Company; (ii) the Board of Commissioners of the Company in the performance
of duties and oversight responsibilities, duties, and responsibilities in providing
guidance and advice to the Board of Directors, and (iii) the Sharia Supervisory
Board in the performance of duties and responsibilities of supervision of the
Sharia aspects of the implementation of the Company's business activities in
accordance with Islamic principles as well as providing advice and suggestions to
the Board of Directors, which is done in the financial year ended on 31
December 2023, as long as the duties and responsibilities are reflected in the
annual report for the financial year ended on 31 December 2023.
Total Abstain and Agree: 9.166.718.037 shares or 99,999%
The results of
Abstain Disagree Agree
calculation
voting card 3.360.614 shares 64.900 shares 9.163.357.423 shares
or 0,037% or 0,001% or 99,963%
Second Agenda
Approved the appropriation of the Company’s net profit for the financial year ended on
31 December 2023 in total amount of IDR3,503,882,000,000 (three trillion five
hundred three billion eight hundred eighty two million rupiah) with detail as follow:
1. 1% (one percent) of net profit or approximately IDR35.038.820.000 (thirty-five
billion thirty-eight million eight hundred and twenty thousand rupiah) is set
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aside for reserve fund to comply with Article 70 of the Limited Liability Company
Law.
2. 35% (thirty five percent) of net profit or approximately IDR1.226.358.700.000
(one trillion two hundred twenty six billion three hundred fifty eight million
seven hundred thousand rupiah) or IDR125.48 (one hundred twenty five point
forty eight rupiah) per share, with the assumption that total issued shares of the
Company at the Recording Date is not more than 9,773,552,870 (nine billion
seven hundred seventy three million five hundred fifty two thousand eight
hundred and seventy) shares, to be distributed as dividend for the financial year
2023, with the following provisions:
a. The dividend shall be paid to the shareholders whose names are registered
in the Shareholders’ Registry on a date to be stipulated by the Board of
Directors of the Company (further referred to as the “Recording Date”).
b. The unclaimed dividend after 5 (five) years since it was declared, will be
booked at the special reserve and the procedure to claim the dividend
booked at the special reserve can be accessed through the Company
website.
c. The Shareholder dividend tax will comply with the applicable tax
regulations.
d. The Board of Directors is hereby authorized and empowered to stipulate all
matters regarding or relating to the implementation of dividend payment for
the financial year 2023, including (however without limitation) to:
1) determine the Recording Date for the shareholders of the Company who
are entitled to receive dividend payment for the financial year 2023.
2) determine the date of implementing payment of dividend for the financial
year 2023, taking into consideration and without prejudice to the
regulations of the Stock Exchange where the shares of the Company are
listed.
3. The remaining amount of the Net Profit for the financial year 2023 which is not
determined shall be booked as retained earning of the Company.
Total Abstain and Agree: 9.166.716.037 shares or 99,999%
The results of
Abstain Disagree Agree
calculation
voting card 480.300 shares 66.900 shares 9.166.235.737 shares or
or 0,005% or 0,001% 99,994 %
Third Agenda
1. Re-appoint Elisabeth Imelda as Public Accountant and Imelda dan Rekan, (a
member firm of Deloitte Touche Tohmatsu Limited) as Public Accounting Firm,
which is listed in the Financial Services Authority to audit the Company’s
consolidated financial statement for the financial year 2024.
2. Authorize the Board of Commissioners to:
a. determine the amount of honorarium and other requirements relating to the
appointment of the Public Accountant and Public Accounting Firm.
b. determine a substitute Public Accounting Firm and/or Public Accountant in the
event that the Public Accounting Firm of Imelda dan Rekan and/or the Public
Accountant of Mrs. Elisabeth Imelda, due to any reason, cannot complete the
audit process of the Company’s 2024 Financial Statement.
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Total Abstain and Agree: 9.166.718.037 shares or 99,999%
The results of
Abstain Disagree Agree
calculation
voting card 480.300 shares 64.900 shares or 9.166.237.737 shares
or 0,005% 0,001% or 99,994%
Fourth Agenda
1 a. Approved the total payment of bonus/tantieme which will be distributed to
the Board of Commissioners of the Company for the financial year 2023.
b. Approved the total payment of salary/honorarium and/or allowances to the
Board of Commissioners of the Company for financial year 2024.
c. Approved the delegation of authority to the President Commissioner of the
Company to determine the bonus/tantieme for the financial year 2023 and
the total amount of salary/honorarium and/or allowances for the financial
year 2024 to each member of the Board of Commissioners of the Company
based on the recommendation of Nomination and Remuneration Committee.
2 a. Approved the total payment of bonus/tantieme which will be distributed to
the Sharia Supervisory Board of the Company for the financial year 2023.
b. Approved the total payment of salary/honorarium and/or allowances to the
Sharia Supervisory Board of the Company for the financial year 2024.
c. Approved the delegation of authority to the Board of Commissioner of the
Company to determine the bonus/tantieme for the financial year 2023 and
the total amount of salary/honorarium and/or allowances for the financial
year 2024 to each member of the Sharia Supervisory of the Company,
based on the recommendation of Nomination and Remuneration Committee.
3 a. Approved the total payment of bonus/tantieme which will be distributed to
the Board of Directors of the Company for the financial year 2023.
b. Approved the total payment of the salary and allowances and/or other
income to the Board of Directors of the Company for the financial year 2024.
c. Approved the delegation of authority to the Board of Commissioner of the
Company to determine the bonus/tantieme for the financial year 2023 and
the total payment of salary and allowances and/or other income for financial
year 2024 to each member of the Board of Directors of the Company, based
on the recommendation of Nomination and Remuneration Committee.
Total Abstain and Agree: 9.166.686.337 shares or 99,999%
The results of
Abstain Disagree Agree
calculation
voting card 609.931 shares 96.600 shares 9.166.076.406 shares
or 0,007% or 0,001% or 99,992%
Fifth Agenda
1. a. Approved the termination of Mr. Naoki Mizoguchi's term of office as Director of
the Company effective April 1, 2024.
b. Approved to appoint Mr. Jin Yoshida as Director of the Company where his
appointment will be effective after his position as Director of PT Adira Dinamika
Multifinance ("ADMF") ends in accordance with the decision of the ADMF GMS
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and passes the fit and proper test (fit and proper test) from the Financial
Services Authority, for a term of office corresponding to the remaining term of
office of the members of the Company's Board of Directors currently serving.
c. After fullfilling the requirements of points a and b above, the composition of the
Company's Board of Directors will be as follows:
Board of Directors
President Director Daisuke Ejima
Vice President Director Honggo Widjojo Kangmasto
Vice President Director Hafid Hadeli
Director Herry Hykmanto
Director Rita Mirasari
Director Dadi Budiana
Director Muljono Tjandra
Director Thomas Sudarma
Director Jin Yoshida
for a term of office until the closing of the AGMS in 2026 which will be held no
later than June 2026, without prejudice to the rights of the General Meeting of
Shareholders to dismiss them (them) at any time.
2. Approved to authorize the Company's Board of Directors to declare these decisions
in one or more deed of meeting decisions made before a Notary, notify the change
in the Company's data to the Minister of Law and Human Rights of the Republic of
Indonesia to obtain a letter of receipt of notification of changes to the Company's
data.
Total Abstain and Agree: 9.095.168.467 shares or 99,219%
The results of
Abstain Disagree Agree
calculation voting
card 609.931 shares 71.614.470 shares 9.094.558.536 shares
or 0,007% or 0,781% or 99,212%
Sixth Agenda
1. Approved changes to the provisions in the Company's Articles of Association
namely article 11 paragraph 5 (c), article 12 paragraph 11, article 14 paragraph
1, article 15 paragraph 10, article 18 paragraph 7 (a) and (b) and article 25
paragraph 4 in order to adjust to the provisions and regulations in connection
with:
- POJK Number 17 of 2023 concerning the Implementation of Governance for
Commercial Banks article 8;
- POJK Number 12 of 2023 concerning Sharia Business Units articles 10, 11,
12;
- POJK Number 14/POJK.04/2022 concerning Submission of Periodic Financial
Reports of Issuers or Public Companies;
- Decree of the Directors of PT Bursa Efek Indonesia Number Kep-
00023/BEI/03-2015 concerning the Determination of The Cash Dividend
Schedule;
- Decree of the Directors of PT Bursa Efek Indonesia Number Kep-
00077/BEI/09-2021 concerning Changes to the Provisions for Implementing
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the Distribution of Share Dividends, Bonus Shares and Distribution of
Interim Dividends.
- POJK No 15/POJK.04/2020 concerning Plans and Organizing General
Meetings of Shareholders of Public Companies
- Articles of Association of the Company Article 27 paragraph 1 in conjunction
with Article 19 paragraph (1) of the Limited Liability Company Law, changes
to the Articles of Association are determined by the General Meeting of
Shareholders.
2. Give approval to the Company’s Board of Directors to restate the approved
changes to the Articles of Association as referred to in point 1 above and at the
same time re-arrange all provisions of the Company’s Articles of Association into
one Notarial deed and make editorial changes if necessary in accordance with
applicable regulations, then submit an application to the Minister of Law and
Human Rights of the Republic of Indonesia to obtain approval or receipt of
notification of changes to the Articles of Association, register it in the Company
Register and publish it in the State Gazette of the Republic of Indonesia
Total Abstain and Agree: 9.105.708.200 shares or 99,334%
The results of
Abstain Disagree Agree
calculation
voting card 480.300 shares 61.074.737 shares 9.105.227.900 shares
or 0,005% or 0,666% or 99,328%
Jakarta, 26 March 2024
PT Bank Danamon Indonesia Tbk
Board of Directors
Names mentioned 26 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Sentral Efek Indonesia
p.1
unresolved
person
Mala Mukti
p.2
unresolved
org
PT Adimitra Jasa Korpora
p.2
unresolved
org
Imelda & Rekan
p.2
unresolved
org
Deloitte Touche Tohmatsu Limited
p.2 ×2
unresolved
org
Imelda dan Rekan
p.3 ×2
unresolved
org
Financial Services Authority
p.3 ×2
unresolved
person
Elisabeth Imelda
p.3
unresolved
person
Naoki Mizoguchi's
p.4
unresolved
org
PT Adira Dinamika Multifinance
p.4
unresolved
org
Minister of Law and Human Rights
p.5
unresolved
org
Minister of Law
p.6
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