20240319_NISP_Ringkasan Risalah//Risalah RUPS_31607781_lamp2.pdf

            Risk Monitoring Committee
            Member (Independent Party)                       : Paulus Agus Tjarman *)
            Member (Independent Party)                       : Antony Kurniawan

            *) attended through the virtual meeting arranged by KSEI.

      C. Independent Party that Counted the Attendance of Shareholders and Ensured the Meeting
         Process
         The Company had appointed independent party, namely Securities Administration Bureau (BAE) PT
         Raya Saham Registra to count the shareholders’ attendance, and appointed Notary Fathiah Helmi, SH
         to ensure the Meeting process.

      D. Quorum of Attendance of Shareholders
         In the Meeting, 21,670,391,417 shares or equal to 94.44% out of the total shares having valid voting
         rights issued by the Company were present and/or represented. Therefore, the Meeting met the
         quorum and had the right to make valid and binding resolutions.

      E. Mechanism of Meeting Resolutions
         The Meeting’s resolutions were resolved amicably. In the event an amicable resolution could not be
         reached, decision was taken by voting.

      F. The Opportunity to ask Question/Opinions and Voting Results
         The shareholders were given the opportunity to ask questions and/or give opinions in the Meeting
         with respect to Agenda of the Meeting. The voting results from all shareholders who attended the
         meeting with valid voting rights which includes e-Proxy and e-Voting votes from the KSEI system were
         as follows:

                    Agenda                 Affirmative          Non-        Abstain *)            Total            Question/
                                                            affirmative                      Affirmative **)        Opinion
                      First               21,663,388,963                     7,002,454       21,670,391,417         1 (one)
                                             shares or                        shares or         shares or
                                          99.96768654%                     0.03231346%            100%
                    Second                21,669,479,877        13,000         898,540       21,670,378,417              -
                                             shares or        shares or       shares or         shares or
                                          99.99579362%     0.00005999%     0.00414639 %      99.99994001%
                      Third               21,561,173,053    106,752,824      2,465,540       21,563,638,593              -
                                             shares or        shares or       shares or         shares or
                                          99.49600189%     0.49262065 %    0.01137746 %      99.50737935%
                     Fourth               21,669,171,477       100,000       1,119,940       21,670,291,417              -
                                             shares or        shares or       shares or         shares or
                                          99.99437048%     0.00046146%     0.00516807%       99.99953854%
                      Fifth               21,640,371,991     27,557,386      2,462,040       21,642,834,031          2 (two)
                                             shares or        shares or       shares or         shares or
                                          99.86147262%     0.12716607%     0.01136131%       99.87283393%
                      Sixth               21,642,485,846     27,007,131        898,440       21,643,384,286              -
                                             shares or        shares or       shares or         shares or
                                          99.87122719%     0.12462687%     0.00414593%       99.87537313%
                    Seventh               21,560,722,153    108,770,824        898,440       21,561,620,593          2 (two)
                                             shares or        shares or       shares or         shares or
                                          99.49392117%      0.5019329%     0.00414593%        99.4980671%
             *) In accordance with POJK No.15/POJK.04/2020, any abstain votes is considered to cast the same vote as the majority
                 votes of shareholders who cast votes.
             **) These voting numbers were calculated through the e-Voting of KSEI and BAE.




OCBC Information Classification: Public

      G. Meeting Resolutions
         Meeting resolutions were as follows:

            First Agenda
            1. Approved the Company’s Annual Report including the Report of the Board of Directors and the
               Supervision Report of the Board of Commissioners for the financial year 2023.
            2. Approved the Company’s Financial Consolidated Statements for the financial year 2023 audited
               by Tanudiredja, Wibisana, Rintis & Rekan Public Accounting Firm, member of
               PricewaterhouseCoopers global network as set forth in its report dated 26 January 2024 with
               unmodified opinion.
            Therefore, the Company’s Board of Directors and Board of Commissioners, hereby were released and
            discharged (acquit et de charge) from the responsibilities of their management and supervision
            performed during financial year ended 31 December 2023, insofar as such actions were reflected in
            the Company’s Annual Report and Financial Consolidated Statements for financial year 2023, provided
            that it is not a criminal act and has been disclosed in the abovementioned report.

            Second Agenda
            1. Approved the determination of the appropriation of the Company’s net profit of financial year 2023,
               in the amount of IDR 4,091,028,038,113 as follows:
               a. IDR 72 per share or total IDR 1,652,061,381,984 was determined as Cash Dividend or 40.4%
                    of the Net Income attributable to shareholders of the parent company
               b. IDR 100,000,000 was set aside for general reserves; and
               c. The remaining Net Profit was determined as retained earnings.
            2. Approved the delegation of power and authority with substitution rights to the Board of Directors to
               determine the schedule and procedures relating to the payment of cash dividends for the 2023
               financial year in accordance with applicable regulations and carry out tax deductions in accordance
               with the provisions of tax laws and determine other technical matters without prejudice to the
               applicable provisions.

            Third Agenda
            1. Approved the buyback of the Company’s shares from the public shareholders maximum 402,000
               shares or 0.002% of the total shares issued and fully paid-up for variable remuneration distribution
               to the Board of Directors and employees pursuant to POJK No. 29/2023 and prevailing law and
               regulation.
            2. Approved the delegation of authority to the Board of Directors to perform the buyback of the
               Company’s shares and its transfer pursuant to POJK No. 29/2023, POJK No. 45/POJK.03/2015,
               and prevailing law and regulation with the estimated cost shall not exceed the maximum IDR
               800,000,000, including the intermediary commission for the securities traders and other related
               costs.

            Fourth Agenda
            1. Approved the amendment to the Company's Articles of Association, including to comply with laws
               and regulations, namely Law No. 4/2023, POJK No. 12/2023, POJK No. 17/2023, and POJK No.
               14/POJK.04/2022, and re-arrangement of the Company's Articles of Association.
            2. Authorized the Company’s Board of Directors:
               - To state the resolutions of the Meeting’s Agenda in the form of separate Notarial Deed and to
                  perform all necessary actions in connection with the Meeting resolutions.
               - To notify the Minister of Law and Human Rights of the Republic of Indonesia, to register and to
                  announce the amendments to the Articles of Association, so that the amendments to the
                  Articles of Association are valid according to law, including to make amendments or additions
                  to the amendments to the provisions of this articles of association if required by the authority
                  and to perform everything which is needed and required by the prevailing laws and regulations.


OCBC Information Classification: Public

            Fifth Agenda
            1. Approved the re-appointment of Wong Pik Kuen Helen as Commissioner, effective since the
               closing of the Meeting until the closing of the Company’s AGMS in 2027.
            2. Approved the reappointment of Martin Widjaja as Director, effective since the closing of the Meeting
               until the closing of the Company’s AGMS in 2027.
            3. Approved the resignation of Emilya Tjahjadi as Director, effective since the closing of the Meeting.

            The Company expressed its deepest gratitude and appreciation to Ms. Emilya Tjahjadi for her
            contribution and dedication to the Company for 13 years, especially in the Commercial and Enterprise
            Banking activities.

            Therefore, the Composition of members of the Board of Commissioners and Board of Directors are as
            follows:

                 THE BOARD OF COMMISSIONERS
                 • President Commissioner   : Pramukti Surjaudaja
                 • Commissioner             : Wong Pik Kuen Helen (Helen Wong)
                 • Commissioner             : Lai Teck Poh
                 • Commissioner             : Na Wu Beng
                 • Independent Commissioner : Jusuf Halim
                 • Independent Commissioner : Betti S. Alisjahbana
                 • Independent Commissioner : Rama P. Kusumaputra
                 • Independent Commissioner : Tan Siak Kwang Nicholas (Nicholas Tan)

                 THE BOARD OF DIRECTORS
                 • President Director             : Parwati Surjaudaja
                 • Director                       : Hartati
                 • Director                       : Martin Widjaja
                 • Director                       : Andrae Krishnawan W.
                 • Director                       : Johannes Husin
                 • Director                       : Joseph Chan Fook Onn
                 • Director                       : The Ka Jit
                 • Director                       : Lili S. Budiana

            4. Approved the delegation of the authority to the Company’s Board of Directors to set out the Meeting
               resolutions in a separate Notarial Deed, to notify Ministry of Law and Human Rights Republic of
               Indonesia/the authorized agency, and as well as to take all necessary actions in accordance with
               the provisions of the prevailing laws and regulations in the Republic of Indonesia.

            Sixth Agenda
            Approved the delegation of authority and power of attorney to the Board of Commissioners based on
            the recommendation from the Audit Committee to appoint a Public Accountant and Public Accounting
            Firm to audit the Company’s Consolidated Financial Statements for the financial year 2024 in
            accordance with the prevailing provisions and to determine the audit service fee and other relevant
            qualifications, with criteria or limit according to the applicable regulations.

            Seventh Agenda
            1. Approved the Company's action to acquire PT Bank Commonwealth’ shares by purchasing
               4,276,469 shares representing 99% of PT Bank Commonwealth shares from Commonwealth Bank
               of Australia and purchasing 43,198 shares representing 1% of PT Bank Commonwealth’ shares
               from minority shareholders ("Acquisition").
            2. Approved the PT Bank Commonwealth abridged acquisition plan document, which the summary
               of abridged was announced in the newspapers Kontan and Media Indonesia, as well as through
               the Indonesian Stock Exchange website and the Company's website on 24 January 2024.

OCBC Information Classification: Public

            3. Approved the concept of the Acquisition Deed, taking into account the applicable laws and
               regulations.
            4. Approved and grant the power and authority to each member of the Company's Board of Directors,
               with the right of substitution, to carry out all and any action required, or deemed necessary for the
               implementation of the Acquisition, in accordance with the GMS decision, including but not limited
               to:
                Determine the terms and conditions, as well as carry out the necessary actions based on the
                   agreement for the implementation of the Acquisition;
                Prepare, compile, make, request to make, and sign the necessary deeds and letters or
                   documents including but not limited to the Deed of Acquisition, and take all necessary actions
                   in order to implement the decisions of this GMS;
                Submit the application, approval, and/or submit the notification of the GMS decisions to the
                   Minister of Law and Human Rights of the Republic of Indonesia and other authorized
                   institutions;
                Prepare and restate the decisions on this Agenda in a separate Notarial Deed;
                   in accordance with applicable laws and regulations.


                                                 Jakarta, 19 March 2024
                                                PT Bank OCBC NISP Tbk
                                                   Board of Directors




OCBC Information Classification: Public