Back to announcement
20240308_BNII_Pemanggilan RUPS_31595195_lamp2.pdf
RUPS notice Text extracted BNIISource file signed link, expires in 15 minutes
Extracted text 3
Page 1
INVITATION
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT BANK MAYBANK INDONESIA, Tbk.
PT Bank Maybank Indonesia, Tbk. (the “Company”) hereby invites all Shareholders to attend the Annual General Meeting of Shareholders (“Meeting”) of the
Company, which will be held on:
Day / Date : Monday / 1 April 2024
Time : 14.00 Western Indonesian Time - onwards
Place : Function Room
Sentral Senayan III 28th Floor
Jl. Asia Afrika No. 8 Senayan Gelora Bung Karno
Jakarta 10270
with the agenda of the Meeting and the explanation as follows:
1. Approval on the Company’s Annual Report and Ratification of the Company’s Consolidated Financial Statements for the Financial Year ended on 31
December 2023
Explanation:
In accordance with Article 10 paragraph (4) and Article 10 paragraph (5) of the Company’s Articles of Association (”AoA”), as well as Article 69 paragraph (1) of
the Law of the Republic Indonesia Number 40 Year 2007 regarding Limited Liability Company (“Company Law”), approval of the Company’s Annual Report,
including ratification of the Company’s Financial Statements and Supervisory Report of the Board of Commissioners must be obtained through General Meeting of
Shareholders (”GMS”). The Company will explain the main points of the Annual Report of the Company for the Financial Year of 2023, including business
operations and achievements of the Company during the Financial Year of 2023, and propose to the Meeting to approve the Annual Report of the Company for
the Financial Year ended on 31 December 2023, ratify the Company's Consolidated Financial Statements dated 31 December 2023 and for the Financial Year
ended on 31 December 2023, ratify the Supervisory Report of the Board of Commissioners and the Sharia Supervisory Board of the Company for the Financial Year
ended on 31 December 2023, and provide acquit and discharge (“volledig acquit et décharge”) to the members of the Board of Directors and the Board of
Commissioners, including the Sharia Supervisory Board of the Company for the management and supervision performed in the Financial Year of 2023, provided
that the management and supervisory actions are reflected in the Company’s Annual Report for the year ended on 31 December 2023.
2. Determination of the Utilization of the Company’s Net Profit for the Financial Year ended on 31 December 2023
Explanation:
In accordance with Article 10 paragraph (4) of the Company’s AoA and Article 71 of the Company Law, the utilization of the Company’s Net Profit for the
Financial Year of 2023 must be determined and approved by the GMS. Referring to this requirement and considering the Company’s Net Profit for the Financial
Year of 2023 amounted to Rp1,743,406,226,869,-, the Company will propose to the Meeting that the Company’s Net Profit will be utilized for distribution of
dividends to the Shareholders and as Retained Earnings.
3. Appointment of Public Accountant and/or Public Accountant Firm to Audit the Company’s Financial Statements for Financial Year of 2024 and
Determination on the Honorarium and other requirements related to the Appointment
Explanation:
Article 10 paragraph (4) of the Company’s AoA and Article 3 paragraph (1) of Indonesia Financial Services Authority Regulation Number 9 Year 2023 (“POJK 9”)
regarding The Use of Services of Public Accountant and Public Accountant Firm in Financial Services Activities stipulate that the appointment of Public
Accountant and/or Public Accountant Firm who will audit the Financial Statements of the Company must be determined by the General Meeting of Shareholders
(GMS). The Company will seek approval from the Meeting to appoint Public Accountant Firm ”Purwantono, Sungkoro & Surja” (a member firm of Ernst & Young
Global Limited) and delegate the authority to the Company's Board of Commissioners to appoint a Public Accountant to audit the Company’s Financial
Statements for the Financial Year of 2024 and delegate the authority to the Board of Commissioners to determine the honorarium and other requirements
related to that appointment.
4. Determination on the Honorarium and/or Other Allowances for the Board of Commissioners in the Financial Year of 2024
Explanation:
Article 18 paragraph (4) of the Company’s AoA, and Article 113 of the Company Law regulate that the members of the Board of Commissioners (”BOC”) shall be
compensated with honorarium and/or allowance in the amount as specified by the GMS. The Company will propose to the Meeting to delegate its authority to
the President Commissioner of the Company to determine the honorarium and/or other allowances for the BOC for Financial Year of 2024, by taking into
consideration the suggestion and recommendation from the Company’s Nomination and Remuneration Committee.
5. Authorization to the Board of Commissioners to determine:
The Salary and/or Other Allowances for the members of the Board of Directors for the Financial Year of 2024, and
The Honorarium and/or Other Allowances for the members of Sharia Supervisory Board for the Financial Year of 2024
Explanation:
Article 15 paragraph (5) and Article 22 paragraph (5) of the Company’s AoA, as well as Article 96 and Article 109 of the Company Law stipulate that the amount
of the salary and/or other allowances for the Board of Directors (”BOD”) and the honorarium and/or other allowances for the Syariah Supervisory Board (”SSB”)
must be determined by the GMS and such authority can be delegated by the GMS to the Board of Commissioners (”BOC”) of the Company. The Company will
propose to the Meeting to delegate the authority to the BOC of the Company to determine the salary and/or other allowances for the BOD and the honorarium
and/or other allowances for the SSB for the Financial Year of 2024, as well as bonus for the BOD for Financial Year of 2023, by taking into consideration the
suggestion and recommendation from the Company’s Nomination and Remuneration Committee.
6. The Changes on the Composition of the members of Board of Commissioners, Board of Directors and Sharia Supervisory Board of the Company
Explanation:
Based on the provision in Article 10 paragraph (4), Article 15 paragraph (3) and Article 18 paragraph (3) of the Company's AoA, Article 3 and 23 of Indonesia
Financial Services Authority Regulation Number 33/POJK.04/2014 (“POJK 33”) regarding The Board of Directors and the Board of Commissioners of Issuers or
Public Companies, and Articles 94 and 111 of the Company Law, members of the Company's Board of Commissioners and Board of Directors are appointed and
terminated by the GMS. Based on the provisions in Article 22 paragraph (4) of the Company's AOA and Article 17 of Indonesia Financial Services Authority
Regulation Number 12 Year 2023 (“POJK 12”) regarding Sharia Business Unit, as well as Article 109 of Company Law, the appointment of the Company’s Sharia
Supervisory Board (“SSB”) is conducted in the GMS.
The Company will propose to the Meeting to:
Approve the termination of the term of office of Budhi Dyah Sitawati as the Company’s Independent Commissioner, Datuk Lim Hong Tat as the Company’s
Commissioner and Putut Eko Bayuseno as the Company’s Independent Commissioner, whose term of office will be expired since the closing of the Meeting.
Approve the termination of the term of office of Taswin Zakaria as the Company’s President Director, Thilagavathy Nadason as the Company’s Director,
Muhamadian as the Company’s Director, Irvandi Ferizal as the Company’s Director and Widya Permana as the Company’s Director, whose term of office will
be expired since the closing of the Meeting.
Approve the termination of the term of office of Muhammad Anwar Ibrahim as Chairman of the Company’s Sharia Supervisory Board, Abdul Jabar Majid as
Member of the Company’s Sharia Supervisory Board and Mohammad Bagus Teguh Perwira as Member of the Company’s Sharia Supervisory Board, whose term
of office will be expired since the closing of the Meeting.
Approve to reappoint Datuk Lim Hong Tat as the Company’s Commissioner and Putut Eko Bayuseno as the Company’s Independent Commissioner for the
term of office commencing on the closing of the Meeting until the closing of the Company’s Annual General Meeting of Shareholders (“AGMS”) year 2027.
Approve to reappoint Irvandi Ferizal as the Company’s Director and Widya Permana as the Company’s Director for the term of office commencing on the
closing of the Meeting until the closing of the Company’s AGMS year 2027.
Approve to reappoint Mohammad Bagus Teguh Perwira as Member of the Company’s Sharia Supervisory Board for the term of office commencing on the
closing of the Meeting until the closing of the Company’s AGMS year 2025.
Approve to appoint:
a. Marina R. Tusin as the Company’s Independent Commissioner with effective term of office since the closing of the Meeting and after obtaining Financial
Services Authority’s approval until the closing of the Company’s AGMS year 2027.
b. Steffano Ridwan, who currently serves as the Company's Director to be appointed as the Company's President Director, with effective term of office
since the closing of the Meeting and after obtaining Financial Services Authority’s approval until the closing of the Company’s AGMS year 2027. Whilst the
approval from the Financial Services Authority has not been obtained, Steffano Ridwan will continue to serve as the Company’s Director and will also
Page 2
serve as Acting President Director of the Company, and if his appointment as the Company’s President Director is not approved by the Financial Services
Authority, Steffano Ridwan will continue to serve as the Company’s Director, with term of office in accordance with his appointment as President
Director of the Company, namely until the closing of the Company's AGMS year 2027.
c. Shaiful Adhli Yazid as the Company’s Director with effective term of office since the closing of the Meeting and after obtaining Financial Services
Authority’s approval until the closing of the Company’s AGMS year 2027.
d. Yessika Effendi as the Compliance Director of the Company with earliest effective term of office is on 3 June 2024 and after obtaining Financial Services
Authority’s approval until the closing of the Company’s AGMS year 2027. Whilst the approval from the Financial Services Authority has not been obtained,
Irvandi Ferizal, who currently serves as the Company's Director will also serve as Acting Compliance Director of the Company, until Financial Services
Authority’s approval for the appointment of Yesika Effendi as Compliance Director of the Company is obtained.
e. Romy Hardiansyah as the Director of Sharia Business Unit of the Company, with effective term of office since the closing of the Meeting and after
obtaining Financial Services Authority’s approval until the closing of the Company’s AGMS year 2027.
f. Dr. K.H. Sodikun, M.Si, M.E. as Chairman of the Company’s Sharia Supervisory Board, with effective term of office since the closing of the Meeting and
after obtaining Financial Services Authority’s approval until the closing of the Company’s AGMS year 2027.
The above proposals have been recommended by the Company’s Nomination and Remuneration Committee.
Curriculum Vitae of Datuk Lim Hong Tat, Putut Eko Bayuseno, Steffano Ridwan, Irvandi Ferizal, Widya Permana, Mohammad Bagus Teguh Perwira, Marina R.
Tusin, Shaiful Adhli Yazid, Yessika Effendi, Romy Hardiansyah and Dr. K.H. Sodikun, M.Si, M.E. can be found in the Company's website www.maybank.co.id.
7. The Distribution of Duties and Authorities among the members of the Board of Directors
Explanation:
Article 16 paragraph (9) of the Company’s AoA, Article 14 of Indonesia Financial Services Authority Regulation Number 17 Year 2023 regarding Good Corporate
Governance Implementation for Commercial Banks, as well as Article 92 paragraph (5) and (6) of the Company Law stipulate that the distribution of duties and
authorities among the members of the Board of Directors (BOD) shall be determined by the GMS. In the event that the distribution and authorities among the
members of the BOD is not determined by the GMS, the distribution of duties and authorities shall be determined by a BOD’s Resolution. The Company will
propose to the Meeting that the distribution of duties and authorities among the members of the BOD for the Financial Year of 2024 will be determined by the
BOD through the BOD’s Resolution.
8. Approval on the Update on the Company’s Recovery Plan, in order to fulfill Article 31 of Indonesia Financial Services Authority Regulation Number
14/POJK.03/2017
Explanation:
The Company has updated the Recovery Plan and has submitted documents regarding the update of Recovery Plan to Department of Bank 2 Supervision OJK
through the Company Letter Number S.2023.072/MBI/DIR RISK MGMT dated 31 October 2023, along with Recovery Plan document which has been submitted on
30 November 2023. In accordance with Article 31 paragraph (1) of Indonesia Financial Services Authority Regulation Number 14/POJK.03/2017 (“POJK 14”)
regarding Recovery Plan for Systemic Bank, Systemic Banks are required to periodically update its Recovery Plan at least 1 (one) time in 1 (one) year, and in
accordance with Article 2 paragraph 1 of POJK 14, the Update of Recovery Plan must obtain Shareholders’s approval in the GMS.
One of the important components in the Recovery Plan is the Recovery Options that Systemic Bank will carry out in the event of financial pressure experienced
by Systemic Bank in preventing, restoring or improving financial conditions and business continuity. In this Recovery Plan, a review of Trigger Levels and
Recovery Options has been carried out, while at the same time ensuring alignment with other related policies. The Company currently has and is reviewing the
adequacy of debt instruments or investments that have capital characteristics, in compliance with Article 37 of POJK 14. To the Meeting, the Company will
propose to approve the Update of the Company's Recovery Plan for year 2024.
9. Amendments on the Company’s Articles of Association (”AoA”)
Explanation:
Amendments on the Company's AoA are required, among others, in order to comply with Indonesia Financial Services Authority Regulation Number 12 Year 2023
(“POJK 12”) regarding Sharia Business Unit and Indonesia Financial Services Authority Regulation Number 17 Year 2023 regarding Good Corporate Governance
Implementation for Commercial Banks, and in accordance with the provisions of Article 13 paragraph (1) of the Company's AoA and Article 19 paragraph (1) of
Company Law. The amendment to the Company’s AoA is determined by the GMS. The Company will propose to the Meeting, among others, to approve the
amendment to several articles of the Company's AoA related to the provisions of Sharia Business Unit, the Bank’s Good Corporate Governance Implementation,
and the other articles in the Company's AoA, if necessary, as proposed. The Company will propose to the Meeting to give the authority to the Board of Directors
of the Company to prepare and restate the entire Company's AoA in relation with the changes on the articles referred above.
More detail explanation on the Meeting’s Agenda can be found in the Company's website www.maybank.co.id.
Notes:
1. The Company does not send a separate invitation to the Shareholders. This Invitation is considered as an invitation.
2. Persons who are eligible to attend or be represented in the Meeting are the Company’s Shareholders - whose shares are in KSEI’s collective custody (scriptless) or
Shareholders whose shares are not in Kustodian Sentral Efek Indonesia (“KSEI”)’s collective custody (script) - whose names are registered in the Register of
Shareholders of the Company on 7 March 2024 until 16:00 pm (recording date).
3. The Company's Meeting will be held electronically using the KSEI Electronic General Meeting System Application (“eASY.KSEI Application”) provided by KSEI, in
accordance with the provisions of Indonesia Financial Services Authority Regulation Number 16/POJK.04/2020 regarding the Implementation of the Electronic
General Meeting of Shareholders of Public Companies and Article 11 paragraph (1) of the Company's AoA.
Thus, the Shareholders’ participation in the Meeting can be done by choosing one of the following mechanisms:
a. Attend the Meeting electronically through the eASY.KSEI Application; or
b. Attend the meeting physically.
4. In accordance with Indonesia Financial Services Authority Regulation Number 15/POJK.04/2020 regarding the Planning and Organization of General Meeting of
Shareholders by Public Listed Companies (“POJK 15”), Indonesia Financial Services Authority Regulation Number 16/POJK.04/2020 regarding the Implementation
of the Electronic General Meeting of Shareholders of Public Companies (“POJK 16”) and Regulation of KSEI Number XI-B regarding the Procedure for the
Convening of Electronic General Meeting of Shareholders Supplemented by the Casting of Votes through Electronic General Meeting System of KSEI (“eASY.KSEI”),
the Company suggests the Shareholders to participate in the Meeting with the following mechanism:
a. Attend and vote at the Meeting electronically through the eASY.KSEI Application;
b. Provide Power of Attorney with below mechanism:
Local Individual Shareholders who are entitled to attend the Meeting whose shares are in KSEI’s collective custody, may provide electronic Power of
Attorney (“e-Proxy”) to the Securities Administration Bureau (“BAE”) PT Sinartama Gunita, through the Electronic General Meeting System KSEI
(eASY.KSEI) facility, using the link https://akses.ksei.co.id at the latest 1 (one) working day before the Meeting is held: 28 March 2024 at 12.00 WIB.
Guidelines for registration, usage, and further explanation in regards to eASY.KSEI may be accessed in eASY.KSEI Application.
Shareholders who are entitled to attend the Meeting whose shares are not in KSEI’s collective custody may provide the Power of Attorney to the BAE PT
Sinartama Gunita, with due observance to the following provisions:
Form of Power of Attorney can be downloaded in the Company’s website using the link
https://www.maybank.co.id/corporateinformation/InvestorRelation/rups and the original stamped Power of Attorney must be received by the
Company through BAE, addressed at Menara Tekno Lantai 7, Jl. Fachrudin No. 19 RT 1, RW 7 Kelurahan Kampung Bali, Kecamatan Tanah Abang,
Jakarta Pusat, 10250, Telp. 021-3922332, Fax. 021-3923003, and the scanned copy of the Power of Attorney must be received by electronic mail:
helpdesk1@sinartama.co.id, at the latest 1 (one) working day before the Meeting is held: 28 March 2024 at 12.00 WIB, attached with a copy of
KTP or for Shareholders in the form of a legal entity accompanied by proof of authority to represent a legal entity.
For Shareholders who are residing overseas, the Power of Attorney shall be made by the local Notary and legalized by the Embassy of the Republic of
Indonesia in the local area where the Shareholders reside, or apostilled by the competent authority in the local country.
Members of the Board of Directors, the Board of Commissioners and employees of the Company may act as proxies in the Meeting, however, the votes they
cast as proxies in the Meeting are not counted in voting. In the event that the Power of Attorney is done electronically, members of the Board of Directors,
the Board of Commissioners and employees of the Company cannot act as electronic proxies.
5. For Shareholders who choose to attend the Meeting electronically through the eASY.KSEI Application as referred to in number 3.a and 4.a, the following
provisions will be applied:
a. Shareholders can confirm their electronic attendance and cast their vote through the eASY.KSEI Application from the date of the Meeting’s Invitation until 28
March 2024 at 12.00 WIB ("Deadline of Attendance Declaration").
b. The registration process for electronic attendance in the Meeting is as follows:
Local Individual Shareholders who have not yet provided a declaration of the attendance or provided an e-Proxy until the Deadline of Attendance
Declaration;
Page 3
Local Individual Shareholders who have provided a declaration of attendance but have not yet input their choice of vote for the Meeting agenda in the
eASY.KSEI Application until the Deadline of Attendance Declaration;
Shareholders who have given the power of attorney to the Independent Representative provided by the Company or to Individual Representative, but
have not yet input their choice of vote for the Meeting agenda until the Deadline of Attendance Declaration;
Participants/Intermediaries (Custodian Banks or Securities Companies) who have received power of attorney and choice of vote for the Meeting agenda
from the Shareholders;
are mandatory to register the attendance in the eASY.KSEI Application on the date of the Meeting: 1 April 2024 until the closing of the electronic
registration of the Meeting by the Company.
c. In the event that the Shareholders and/or their authorized Proxies fail to carry out or are late in conducting the electronic registration process as referred to
in number 5, they will be considered not present in the Meeting and will not be counted as a quorum for the attendance of the Meeting.
6. For Shareholders or their proxies who choose to physically attend the Meeting as referred to in number 3.b, the following provisions will be applied:
a. The Company will limit the number of Shareholders or their proxies who will attend the Meeting based on the “first come first served” method, in
accordance with Article 8 paragraph (4) POJK 16.
b. Shareholders or their proxies who will attend the Meeting is required to bring and submit their copy of valid ID card or other identification document to the
registration officer before entering the Meeting Room.
Shareholders in form of Legal Entity must submit their legal documentations, among others:
Copy of the latest Article of Associations followed with the copy of prove of approval/report receipt from/to the Ministry of Law and Human Rights of the
changes of the latest Article of Associations;
Copy of the Deeds of the Appointment of Board of Directors and Board of Commissioners or the latest management;
Copy of ID card from the Attorney/Principal of the Power of Attorney (when authorized).
7. Shareholders or their proxies who have been registered in the eASY.KSEI Application can view the ongoing Meeting via Webinar Zoom through link
https://akses.ksei.co.id by accessing eASY.KSEI menu in “Tayangan RUPS” submenu, with the following provisions:
a. Shareholders or their proxies have been registered in the eASY.KSEI Application at the latest by 28 March 2024 at 12:00 WIB;
b. Tayangan RUPS has the maximum capacity of 500 participants, so that the attendance of each participant will be determined based on the first come first
served method;
c. Shareholders or their proxies who have been registered in the eASY.KSEI Application but do not have the opportunity to view the ongoing Meeting via
Webinar Zoom Tayangan RUPS are considered valid to be present electronically and their share ownership and voting choices will be counted as a quorum for
the attendance of the Meeting;
d. Shareholders or their proxies who have not been registered in the eASY.KSEI Application but can view the ongoing Meeting via Webinar Zoom Tayangan RUPS
are considered non-valid to be present electronically and their share ownership and voting choices will not be counted as a quorum for the attendance of the
Meeting;
e. Shareholders or their proxies are advised to use Mozilla Firefox browser to get the best performance and appearance in using the eASY.KSEI Application
and/or Tayangan RUPS, in accordance with the recommendations from KSEI.
8. Meeting materials are available from the date of the Meeting’s Invitation until the date of the Meeting and can be downloaded in the Company's website
www.maybank.co.id. The Company does not provide the hardcopy of Meeting’s materials to the Shareholders at the time of the Meeting.
9. Any questions related to the Meeting’s Agenda can be submitted through electronic mail CorporateSecretary@maybank.co.id or conveyed in the Meeting in
accordance with the Meeting’s Code of Conduct.
10. Any changes and/or additional Meeting materials or information related to the Meeting in accordance with current condition and development which has not
been conveyed in this Invitation, will be announced in the Company’s website www.maybank.co.id.
11. To facilitate the arrangement and for the smooth conduct of the Meeting, the Shareholders or the Attorney are welcome to be at the venue 30 (thirty) minutes
before the Meeting begins.
Jakarta, 8 March 2024
PT Bank Maybank Indonesia, Tbk.
The Board of Directors
PT Bank Maybank Indonesia, Tbk., Sentral Senayan III Lt. 26, Jl. Asia Afrika No. 8, Senayan, Jakarta 10270
Names mentioned 18 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1 ×21
unresolved
org
Young Global Limited
p.1
unresolved
person
Muhammad Anwar Ibrahim
· Chairman
p.1
unresolved
person
Dr. K.H. Sodikun
· Chairman
p.2 ×4
unresolved
org
Sentral Efek Indonesia
p.2
unresolved
org
Ministry of Law and Human Rights
p.3
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
No extraction attempted yet.