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20260429_BJBR_Ringkasan Risalah//Risalah RUPS_32075621_lamp3.pdf
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SUMMARY OF MINUTES
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT BANK PEMBANGUNAN DAERAH JAWA BARAT DAN BANTEN, Tbk.
The Board of Directors of PT Bank Pembangunan Daerah Jawa Barat dan Banten, Tbk.
(hereinafter referred to as the “Company”) based in Bandung, hereby announces that
the 2025 General Meeting of Shareholders (hereinafter referred to as the “Meeting”)
was held electronically in accordance with Financial Services Authority Regulation
(“POJK”) No. 15/POJK.04/2020 concerning the Plan and Implementation of General
Meetings of Shareholders of Public Companies and POJK No. 14 of 2025 concerning
the Implementation of General Meetings of Shareholders, General Meetings of
Bondholders, and General Meetings of Sukuk Holders Electronically, with the following
information:
A. Day/Date, Time, and Location
Day/Date : Tuesday, April 28, 2026
Time : 10.50 to 13.27 WIB
Location : Bale Pakuan (Gedung Negara Pakuan)
Otto Iskandardinata St. No. 1, Cicendo,
Bandung 40171
Mechanism : The meeting was held electronically via the Electronic
General Meeting System (“eASY.KSEI”) and in physical form
with limited attendance.
B. Meeting Agenda
The meeting was held with the following agenda:
1. Approval for the Annual Report including ratification of the Company’s
Consolidated Financial Statements and Report on the Implementation of
Supervisory Duties of the Board of Commissioners for 2025 as well as
granting of full release and discharge (acquit et de charge) to the Board of
Director’s for their actions in managing the Company and the Board of
Commisioners for their actions in supervising the Company already carried
out during 2025.
2. Approval of determinations of the use of the Company’s net profit including
the distribution of dividens for 2025.
3. Appointment of a Public Accountant and a Public Accounting Firm to audit
the Company’s financial statements for 2026.
4. Approval of Updating the Company’s Recovery Plan.
5. Amendments to the Company's Articles of Association.
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6. Changes of the Company's Board of Directors
7. Appointment of Company’s Management.
C. Pimpinan Rapat dan Kehadiran Anggota Dewan Komisaris dan Direksi
Perseroan
The Meeting was chaired by Mr. Rudie Kusmayadi as Commissioner of the
Company as appointed by the Board of Commissioners Meeting on April 24,
2026. The Meeting was attended by the following Members of the Board of
Commissioners and Directors of the Company :
Dewan Komisaris
- Commissioner : Rudie Kusmayadi
- Commissioner : Herman Suryatman
- Commissioner : Tomsi Tohir
- Independent Commissioner : Novian Herodwijanto
Direksi
- Director of Operations & Information Technology : Ayi Subarna*
- Director of Finance : Hana Dartiwan
- Director of Corporate & MSME’s : Mulyana
- Director of Consumer and Retail : Nunung Suhartini
* Appointed as Acting President Director of the Company based on Board of Directors Decree Number
0565/SK/DIR-CSE/ 2025 dated November 15, 2025, concerning the Division of Duties and Authorities of
the Board of Directors of PT Bank Pembangunan Daerah Jawa Barat dan Banten, Tbk., and has been
disclosed to the public in the Company's Information Disclosure on November 17, 2025.
D. Independent Parties Counting Attendance, Votes, and Ensuring the Meeting
Process
The Company has appointed an independent party, namely PT Datindo
Entrycom's Securities Administration Bureau (“BAE”), to calculate shareholder
attendance and votes, and has appointed Notary R Tendi Suwarman, S.H., Notary
in the City of Bandung, to ensure the conduct of the Meeting.
E. Quorum of Shareholders Present
The meeting was attended by shareholders and/or their representatives
representing 8,118,434,173 shares (including 7,414,714,661 Series A shares and
703,719,512 Series B shares) or equivalent to 77.16% of the total number of
shares with valid voting shares issued by the Company, based on the Company’s
Shareholder Register as of the close of the Company’s trading session on March
27, 2026, which amounted to 10,521,443,686 shares. Thus, the Meeting met the
quorum and was entitled to make valid and legally binding on the Company.
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F. Decisions-making Mechanism in Meetings
The Meeting's decisions are made by discussion and consensus. If a decision
cannot be reached through discussion and consensus, a decision is made by a
vote. The voting procedure for making decisions at the Meeting is as follows:
- The attendance quorum for GMS other than agenda 5 and agenda 7 must
be attended by Shareholders or their proxies representing more than 1/2
(one-half) of the total shares with valid voting rights.
- The attendance quorum for GMS regarding Agenda 5 must be attended by
at least 2/3 (two thirds) of the total number of shares with valid voting
rights, and consist of more than 1/2 (one half) of all Series A shares.
- The attendance quorum for GMS agenda 7 must be attended by more than
1/2 (one-half) of the total number of shares with valid voting rights, and
consist of at least 2/3 (two-thirds) of all Series A shares.
G. Opportunity to Ask Questions and/or Give Opinions and Voting Results on
Each Agenda
Shareholders or their authorized representatives were given the opportunity to
ask questions and/or express their opinions on each agenda item of the Meeting.
The number of Shareholders or their authorized representatives, both physically
and/or electronically present, who asked questions and/or expressed their
opinions at the Meeting, as well as the results of the voting, including votes cast
through eASY.KSEI, are as follows:
Question/
Agenda Agree Disagree Abstain
Response
8.104.134.240
131.183
Shares (99,82%), 14.168.750
Shares
consisting of Shares (0,17%)
(0,002%)
1 7.414.714.661 which are all 1 (one)
which are all
Series A shares Series B people
Series B
and 689.419.579 Shares
Shares
Series B shares
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8.109.855.151
Shares (99,89%), 808.387 7.770.635
consisting of Shares (0,01%) Shares (0,10%)
3 (three)
2 7.414.714.661 which are all which are all
people
Series A shares Series B Series B
and 695.140.490 Shares Shares
Series B shares
8.109.859.051
Shares (99,89%), 804.487 7.770.635
consisting of Shares (0,01%) Shares (0,10%)
3 7.414.714.661 which are all which are all -
Series A shares Series B Series B
and 695.144.390 Shares Shares
Series B shares
8.110.569.738
131.783
Shares (99,90%), 7.732.652
Shares
consisting of Shares (0,10%)
(0,002%)
4 7.414.714.661 which are all -
which are all
Series A shares Series B
Series B
and 695.855.077 Shares
Shares
Series B shares
7.956.817.431
Shares (98,01%), 153.879.590 7.737.152
consisting of Shares (1,90%) Shares (0,10%)
5 7.414.714.661 which are all which are all -
Series A shares Series B Series B
and 542.102.770 Shares Shares
Series B shares
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8.104.020.544
Shares (99,82%), 6.676.477 7.737.152
consisting of Shares (0,08%) Shares (0,10%)
6 7.414.714.661 which are all which are all -
Series A shares Series B Series B
and 689.305.883 Shares Shares
Series B shares
8.104.017.344
Shares (99,82%), 6.679.677 7.737.152
consisting of Shares (0,08%) Shares (0,10%)
1 (one)
7 7.414.714.661 which are all which are all
people
Series A shares Series B Series B
and 689.302.683 Shares Shares
Series B shares
Notes :
- % is the composition of the voting results with total eligible voting rights attended
the Meeting
- In accordance with the Company's Articles of Association and the Indonesia
Financial Services Authority Regulation ('POJK') Number 15/POJK.04/2020
concerning the Planning and Implementation of General Meetings of Shareholders
of Public Companies, Abstain votes are considered to cast the same vote as the
votes of the majority of Shareholders who cast votes.
H. Meeting Resolutions
Whereas in the Meeting a resolution was made, as set forth in the Deed of
Minutes of the General Meeting of Shareholders 2025 of PT Bank Pembangunan
Daerah Jawa Barat dan Banten, Tbk Number 88 dated April 28, 2025, the minutes
of which were made by R. Tendy Suwarman, SH. Notary in Bandung City which
principally is as follows:
First Meeting Agenda:
1. To approve the Company’s Annual Report for the Financial Year 2025 ended
December 31, 2025;
2. To ratify the Company’s Consolidated Financial Statements for the Financial
Year 2025 ended December 31, 2025, which have been audited by Public
Accounting Firm Amir Abadi Jusuf, Aryanto, Mawar and Rekan (a member
firm of the RSM global network) as stated in report No.
00244/2.1030/AU.1/07/0499-4/1/iii/2026 dated March 13, 2026, with an
Unqualified Opinion, meaning that the financial statements present fairly,
in all material respects, in accordance with Indonesian Financial Accounting
Standards;
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3. To ratify the Report on the Supervisory Duties of the Board of
Commissioners of the Company for the Financial Year 2025 ended
December 31, 2025;
4. To approve the granting of full release and discharge (acquit et de charge)
to all members of the Board of Directors for their management actions and
to all members of the Board of Commissioners for their supervisory actions
carried out during the Financial Year 2025 ended December 31, 2025,
provided that such actions do not constitute criminal acts and are reflected
in the Annual Report and Consolidated Financial Statements of the
Company for the Financial Year 2025 and their supporting documents.
Second Meeting Agenda
From the Company’s consolidated net profit attributable to the parent entity for
the Financial Year 2025 amounting to Rp 1.152.816.456.725,- :
1. 78.07% or Rp 900,004,292,900, equivalent to Rp 85.54 per share, is
determined as cash dividends and will be distributed to all shareholders
recorded in accordance with applicable regulations. The Meeting further
grants authority and power to the Board of Directors to arrange the
procedures for the payment of such cash dividends;
2. 21.93% or Rp 252,812,163,825 is allocated as retained earnings
Third Meeting Agenda
1. To appoint a Public Accountant and Public Accounting Firm to audit the
Company’s Financial Statements for the Financial Year 2026;
2. To determine other requirements and the amount of audit fees with due
consideration of fairness and the scope of audit work.
Fourth Meeting Agenda
1. To approve the update of the Company’s Recovery Plan as submitted to the
Financial Services Authority on March 2, 2026, in order to comply with
Financial Services Authority Regulation No. 5 of 2024 regarding
Determination of Supervisory Status and Handling of Problems of
Commercial Banks;
2. To grant authority and power to the Board of Commissioners and Board of
Directors to carry out all necessary actions in implementing the Recovery
Plan in accordance with applicable regulations.
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Fifth Meeting Agenda
1. To approve the amendments to the Company’s Articles of Association as
proposed;
2. . To grant authority and power to the Board of Directors, with the right of
substitution, to take all necessary actions related to this agenda, including
restating the entire Articles of Association in a Notarial Deed and submitting
it to the relevant authorities to obtain approval and/or acknowledgment of
receipt of the amendments.
Sixth Meeting Agenda
To approve the change in the composition of the Company’s Board of Directors
to 7 (seven) Directors consisting of:
1. President Director
2. Director of Compliance
3. Director of Finance
4. Director of Corporate & MSMEs
5. Director of Consumer & Retail
6. Director of Operations
7. Director of Information Technology
Sevent Meeting Agenda
1. To change the duties and authority of Mr. Ayi Subarna, previously serving
as Director of Operations and Information Technology, to serve as President
Director, effective as of the closing of this Meeting, for the remainder of his
term of office in accordance with Deed of Statement of Annual GMS
Resolution No. 43 dated April 16, 2025.
2. To appoint the following members of the Board of Directors:
a. Mr. Asep Dani Fadillah as Director of Compliance
b. Mrs. Herfinia as Director of Operations
c. Mr. Muhammad As’adi Budiman as Director of Information
Technology
effective as of the closing of this Meeting.
3. To appoint the following members of the Board of Commissioners:
a. Mrs. Susi Pudjiastuti as President Independent Commissioner
b. Mr. Eydu Oktain Panjaitan as Independent Commissioner
effective as of the closing of this Meeting and subject to approval from the
Financial Services Authority on the Fit and Proper Test and compliance with
applicable laws and regulations.
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4. Following the appointment of the members of the Company’s
management, the composition of the Company’s management is as follows:
Board of Commissioners
- Independent President Commissioner : Susi Pudjiastuti*
- Independent Commissioner : Novian Herodwijanto
- Independent Commissioner : Eydu Oktain Panjaitan*
- Commissioner : Rudie Kusmayadi
- Commissioner : Tomsi Tohir
- Commissioner : Herman Suryatman
Board of Directors
- President Director : Ayi Subarna
- Director of Compliance : Asep Dani Fadillah
- Director of Finance : Hana Dartiwan
- Director of Corporate & MSME’s : Mulyana
- Director of Consumer and Retail : Nunung Suhartini
- Director of Information Technology : Muhammad As’adi Budiman
- Director of Operations : Herfinia
* effective after obtaining approval from the Otoritas Jasa Keuangan for the fit and
proper test and fulfilling the provisions of the prevailing laws and regulations.
I. Schedule and Procedures for Cash Dividend Distribution
Further to the resolution of the Second Meeting Agenda as stated above,
whereby the Meeting resolved to distribute dividends amounting to Rp
900.004.292.900,- or Rp 85,54,- per share to be distributed to 10.521.443.686
shares of the Company, the schedule and procedures for the distribution of cash
dividends for the Financial Year 2025 are as follows:
1. Cash Dividend Distribution Schedule for Financial Year 2025
No Description Date
1 End of Trading Period with Dividend Rights (Cum
Date)
• Regular and Negotiated Market Mei 7, 2026
• Cash Market Mei 11, 2026
2 Beginning of Trading Period without Dividend
Rights (Ex Date)
• Regular and Negotiated Market Mei 8, 2026
• Cash Market Mei 12, 2026
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3 Recording Date for Shareholders Entitled to Mei 11, 2026
Dividends (Recording Date)
4 Cash Dividend Payment Date Mei 26, 2026
2. Procedures for Cash Dividend Distribution
a. Cash dividends will be distributed to shareholders whose names are
recorded in the Company’s Shareholders Register (“DPS”) on May 11,
2026 (“Recording Date”) and/or shareholders who hold the Company’s
shares in securities sub-accounts at PT Kustodian Sentral Efek Indonesia
(“KSEI”) at the close of trading on the Indonesia Stock Exchange on May
11, 2026.
b. For shareholders whose shares are deposited in KSEI’s collective custody,
the cash dividend distribution will be processed through KSEI and
distributed on May 26, 2026 into the Customer Fund Account (“RDN”) at
the securities company and/or custodian bank where the shareholder
maintains their account. Proof of dividend distribution will be provided
by KSEI through the respective securities company and/or custodian
bank. For shareholders whose shares are not deposited in KSEI’s
collective custody (“script shareholders”), dividends will be transferred
directly to the shareholder’s account.
c. The cash dividends will be subject to tax in accordance with applicable
tax laws and regulations. The applicable tax amount shall be borne by
the respective shareholders and deducted from the cash dividends
payable to them.
d. In accordance with applicable tax regulations, cash dividends are exempt
from tax if received by domestic corporate taxpayers (“WP Badan DN”),
and the Company will not withhold income tax on such dividends.
Dividends received by domestic individual taxpayers (“WPOP DN”) will
also be exempt from tax provided that such dividends are reinvested
within the territory of the Republic of Indonesia. For those who do not
meet the reinvestment requirement, the dividends received will be
subject to income tax in accordance with prevailing regulations, and such
tax must be self-paid by the respective WPOP DN in accordance with
Government Regulation No. 9 of 2021 regarding Tax Treatment to
Support Ease of Doing Business.
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e. Shareholders may obtain confirmation of dividend distribution through
their respective securities company and/or custodian bank, and are
responsible for reporting dividend income in their annual tax reporting
in accordance with applicable tax laws.
5. To grant authority, with the right of substitution, to the Company’s Board
of Directors to take all necessary actions in accordance with the resolutions
of this Meeting, and to notify and/or report to the competent authorities,
and to do all things deemed necessary and useful for such purposes,
without exception.
Bandung, April 29, 2026
PT BANK PEMBANGUNAN DAERAH JAWA BARAT DAN BANTEN, TBK.
BOARD OF DIRECTORS
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Names mentioned 22 people and organisations named in the text · linked when the evidence is strong
unresolved
org
PT Bank Pembangunan Daerah Jawa Barat
p.1 ×3
unresolved
org
Financial Services Authority
p.1 ×5
unresolved
org
PT Datindo Entrycom's Securities Administration Bureau
p.2
unresolved
person
Notary R Tendi Suwarman
p.2
unresolved
person
R. Tendy Suwarman
· Notaris
p.5
unresolved
person
Asep Dani Fadillah
· Director
p.7
unresolved
person
Muhammad As’adi Budiman
· Director
p.7 ×3
unresolved
person
Susi Pudjiastuti
p.7
unresolved
person
Eydu Oktain Panjaitan
· Independent Commissioner
p.7
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.9
unresolved
org
Indonesia Stock Exchange
p.9
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