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20240306_BNLI_Pemanggilan RUPS_31593900_lamp1.pdf
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INVITATION FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT BANK PERMATA Tbk
The Board of Directors of PT Bank Permata Tbk (the “Company”) hereby invites the
shareholders to attend the Annual General Meeting of Shareholders (“Meeting”) of the
Company which will be held on:
Day/Date : Wednesday/3 April 2024
Time : 13.00 Western Indonesian Time – finished
Venue : World Trade Center II (WTC II) 21st floor
Jl. Jend. Sudirman Kav. 29-31, Jakarta 12920
Meeting Agenda:
1. The approval of the 2023 Annual Report and ratification of the Financial Statements
year ended 31 December 2023.
Explanation:
Referring to Article 12 paragraph (2) and Article 24 paragraph (4) Articles of Association of
the Company as well as Article 69 paragraph (1) Law Number 40 Year 2007 regarding
Limited Liability Company (Company Law), Annual Report of the Company including the
Board of Commissioners’ Supervisory Report as of 31 December 2023 are submitted to the
Meeting to obtain its approval, and the Financial Statements as of 31 December 2023 is
submitted to the Meeting to obtain its ratification.
2. The approval for the allocation of net profit for the financial year ended 31 December
2023.
Explanation:
Referring to Article 25 paragraph (1) Articles of Association of the Company as well as
Article 71 paragraph (1) Company Law, the Company’s net profit for the financial year
ended on 31 December 2023 is determined by the Meeting.
3. The appointment of the Public Accounting Firm and/or Public Accountant which will
audit the Company’s books for the financial year 2024, and the determination of
honorarium of the said Public Accounting Firm and/or Public Accountant as well as
other requirements regarding its appointment.
Explanation:
Referring to Article 12 paragraph (2) Articles of Association of the Company, Article 59 OJK
Regulation Number 15/POJK.04/2020 regarding Planning and Holding of General Meeting
of Shareholders of Public Company as well as Article 3 OJK Regulation Number 9 Year
2023 regarding Use of Public Accountants and Public Accounting Firm Services For
Financial Services Activities, the Public Accountant and/or Public Accounting Firm who
will audit the Company’s books for financial year ended on 31 December 2024 must be
approved by the Meeting, by taking into consideration the Board of Commissioners’
proposal and considering the Audit Committee recommendations.
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4. Appointment of Sharia Supervisory Board ("DPS") for the period of 2024-2026.
Explanation
Referring to Article 23 paragraph (2) Articles of Association of the Company, members of the
Sharia Supervisory Board are appointed by the General Meeting of Shareholders (GMS) for
terms of office from the date determined in the Meeting until the closing of the second Annual
GMS after the appointment date.
5. The changes in the Management of the Company.
Explanation:
Referring to Article 3 paragraph (1) OJK Regulation Number 33/POJK.04/2014 regarding
the Board of Directors and Board of Commissioners of Issuers or Public Company and
Article 17 paragraph (2) Articles of Association, a member of the Board of Directors is
appointed by the GMS.
6. The determination of the remuneration and other allowances granted by the
Company to the members of the Board of Commissioners, the Board of Directors,
and the Sharia Supervisory Board.
Explanation:
Referring to the Article 17 paragraph (4) and Article 20 paragraph (5) Articles of Association
of the Company, the total and type of remuneration and other facilities for the members of
the Board of Directors and members of the Board of Commissioners are determined by the
Meeting. Furthermore, referring to Article 23 paragraph (3) Articles of Association of the
Company, members of the Sharia Supervisory Board of the Company can be granted with
remuneration and/or facilities which amount is determined by the Meeting.
7. Amendments of the Company's Articles of Association.
Explanation:
Referring to Article 27 paragraph (1) Articles of Association of the Company, the amendment
of the Articles of Association must be approved by the GMS.
Notes: A detailed explanation of the Meeting Agenda can be viewed in the Additional Explanation
of the Meeting Agenda as published on the Company’s website.
General Requirements:
1. This invitation has complied with the provisions of Article 14 paragraph (6) of
the Company's Articles of Association and Article 17 as well as Article 52 paragraph (1)
of the Financial Services Authority Regulation Number 15/POJK.04/2020 regarding
Planning and Convening of the General Meeting of Shareholders of Public Companies
(“POJK 15/2020”), thus the Company will not send separate invitation letters to the
shareholders and this invitation shall be an official invitation for the shareholders of the
Company.
2. Shareholders who are entitled to attend or be represented at the Meeting are
shareholders or their legal proxies whose names are registered in the register of
shareholders of the Company and/or owners of the Company's shares in the securities
sub-accounts in the collective custody of Indonesia Central Securities Depository
(“KSEI”) at the closing day of shares trading on the Indonesia Stock Exchange 5 March
2024.
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3. The Company will convene the Meeting in hybrid which is physical and electronic using
the eASY.KSEI facility in accordance with the provisions of OJK Regulation Number
16/POJK.04/2020 regarding the Implementation of the Electronic General Meeting of
Shareholders of Public Companies (“POJK 16/2020”) and Article 11 paragraph (3) of the
Company’s Articles of Association. Therefore, shareholders can participate in the
Meeting by choosing one of the following mechanisms:
i. Attend the Meeting electronically through the eASY.KSEI application; or
ii. Attend the Meeting physically.
4. In compliance with Article 27 of POJK 15/2020, the Company provides facilities of
conventional and electronic power of attorney for shareholders to attend and vote at the
Meeting. The Company urges shareholders to grant power of attorney with the following
mechanisms:
i. Local individual shareholders can provide power of attorney electronically (“e-
Proxy”) through the eASY.KSEI facility at the link https://akses.ksei.co.id, at the
latest Tuesday, 2 April 2024 at 12.00 Western Indonesian Time. For this
matter, the Company has provided an independent proxy (Independent
Representative) which is a representative from the Securities Administration
Bureau (“BAE”).
ii. Conventional power of attorney with due observance of the following provisions:
a) The power of attorney form can be downloaded through
the link https://www.permatabank.com/en/tentang-kami/hubungan-
investor#!/General-Meeting-of-Shareholders. The original signed power
of attorney must be received by the Company through the BAE having
its address at Gedung Plaza Sentral Lt.2 Jl. Jend Sudirman Kav. 47-48
Jakarta 12930, Ph. 021-2525666, Fax. 021-2525028 and the scanned
version of the power of attorney must be received by electronic mail:
rsrbae@registra.co.id, no later than 1 (one) working day before the Meeting,
namely on 2 April 2024 at 12.00 Western Indonesian Time, attached with
a copy of the National Identity Card (“KTP”) or for shareholders in the
form of legal entities accompanied by evidence of authority to represent
legal entities in the form of Articles of Association and Deed showing the
authority to represent.
b) For shareholders who are domiciled outside the territory of the Republic of
Indonesia, the power of attorney must be made by a local Notary and
legalized by the Embassy of the Republic of Indonesia in the local area
where the shareholders are domiciled.
iii. Members of the Board of Directors, members of the Board of Commissioners,
and employees of the Company may act as a proxy of the shareholders at the
Meeting, but the votes they cast as proxy at the Meeting will not be counted
in the voting.
5. For shareholders who choose to attend the meeting electronically through the
eASY.KSEI application as referred to in number 3. i, the following provisions will apply:
i. Shareholders can confirm his/her participation electronically and submit their
choice of voting through the eASY.KSEI application from the date of the Meeting
invitation until 2 April 2024 at 12.00 Western Indonesian Time (“Deadline of
Attendance Declaration”).
ii. The electronic registration process for participation in the Meeting is as follows:
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a) For local individual type shareholders who have not provided a declaration
of the presence or provided an e-Proxy until the Deadline of Attendance
Declaration;
b) For local individual-type shareholders who have provided a declaration of
attendance but have not yet input their choice of the vote for the Meeting
agenda in the eASY.KSEI application until the Deadline of Attendance
Declaration;
c) For shareholders who have given the power of attorney to the proxy provided
by the Company (Independent Representative) or Individual Representative,
but have not yet input their choice of the vote for the Meeting agenda until
the Deadline of Attendance Declaration;
d) For Participants/Intermediaries (Custodian Banks or Securities Companies)
who have received power of attorney and choices of voting for the Meeting
agenda from the shareholders;
then it is mandatory to register the attendance in the eASY.KSEI
application on the date of the Meeting, 3 April 2024, until the closing of
the electronic registration of the Meeting by the Company.
iii. If the shareholders and/or their legal proxies do not register or late register
electronically as referred to in number 5, then they will be considered not present
at 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.ii, the following provisions will apply:
i. In accordance with Article 8 paragraph (4) POJK 16/2020, the Company will limit
the number of shareholders or their proxies who will attend using the “first in first
served” method, adjusted with the Meeting room capacity. In the event the
Meeting room has met the capacity, the shareholders or their proxies are
encouraged to give power of attorney to the independent proxy appointed by the
Company so that the shareholders and their proxy's rights in the Meeting are still
fulfilled.
ii. It is mandatory to always comply with the health protocols while in the Meeting
venue as regulated in the Meeting Rules, which can be downloaded on the
Company's website (https://www.permatabank.com/en/tentang-kami/hubungan-
investor#!/General-Meeting-of-Shareholders) among others:
a) All shareholders or their proxies who choose to attend the Meeting
physically must be in good health.
b) All shareholders or their proxies must wear a medical mask in accordance
with the standards of the Ministry of Health of the Republic of Indonesia
during the Meeting and while at the Meeting venue.
c) Maintain a safe distance between other individuals (physical distancing).
d) Prohibit opening masks, drinking, and eating, as well as chatting while in
the Meeting venue and when the Meeting is in progress.
iii. Shareholders whose shares have not been registered in the custody of KSEI or
their legal proxies are required to show the original Collective Shares Certificate
or present a copy of it and the original ID card or other valid proof of identity and
for shareholders in the form of a legal entity accompanied by evidence of authority
to represent a legal entity in the form of Articles of Association and Deed
indicating the authority to represent.
iv. Shareholders whose shares have been registered in the collective custody of
KSEI or their legal proxies are required to submit a Written Confirmation for the
Meeting (“KTUR”) and are required to present their original ID or other valid proof
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of identity and for shareholders in the form of a legal entity accompanied by
evidence of authority to represent a legal entity in the form of Articles of
Association and Deed indicating the authority to represent.
v. All of the above requirements must be presented to the Meeting registration
officers before entering the Meeting room.
vi. Shareholders or their proxies who will physically attend the Meeting are
encouraged to arrive at the Meeting venue no later than thirty minutes before the
Meeting.
7. Meeting Broadcasts via AKSes.KSEI:
i. Shareholders or their proxies who have been registered in the eASY.KSEI
application as referred to in number 5 may follow the Meeting using the Zoom
webinar which can be accessed in the AKSes.KSEI application
(https://akses.ksei.co.id/) via the sub-menu of “Tayangan RUPS”.
ii. Shareholders or their proxies who have been registered electronically in the
eASY.KSEI application but do not watch the Meeting broadcasts in Zoom
webinar format, their attendance is still valid and will be counted as a quorum for
the attendance of the Meeting.
iii. For shareholders or their proxies who attend the Meeting by only watching the
Meeting broadcasts in the format of a webinar, but not registered in the
attendance list on the eASY.KSEI application, then their attendance at the
Meeting is considered non-valid and will not be counted as a quorum for the
attendance of the Meeting.
8. All materials for the Meeting, including a complete explanation of the Meeting agenda
and the Meeting Rules, are available on the Company's website
(www.permatabank.com). The Company will not provide the Meeting materials in the
form of hard copies to the shareholders at the time of the Meeting.
9. If there are queries related to the Meeting, can be submitted via electronic mail
at rups@permatabank.co.id.
10. If there are changes and/or additional information related to the procedures for
conducting the Meeting in connection with the latest conditions and developments that
have not been conveyed through this invitation, such changes and/or additional will be
announced on the Company's website (www.permatabank.com).
Jakarta, 6 March 2024
The Board of Directors of the Company
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