PT BANK RAKYAT INDONESIA (PERSERO) TBK ANNOUNCEMENT SUMMARY OF THE MINUTES OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS PT BANK RAKYAT INDONESIA (PERSERO) Tbk.
The Board of Directors of PT Bank Rakyat Indonesia (Persero) Tbk ("Company") hereby announces to the Shareholders that the Company has convened the Extraordinary General Meeting of Shareholders ("Meeting") which held electronically via the Electronic General Meeting System Facility of KSEI ("eASY.KSEI") by accessing the Facility of Securities Ownership Reference of KSEI ("AKSes KSEI") in the website https://akses.ksei.co.id with the following explanation:
A. Date/Date, Venue, Time and Meeting Agenda
Day/Date | : Thursday, October 7, 2021 | |
Venue | : | BRI Head Office |
Jalan Jenderal Sudirman Kav. 44-46, Central Jakarta, 10210 | ||
Time | : 14.09 until 15.01 Western Indonesia Time | |
Agenda | : | 1. Affirmation on the Implementation of Regulation of the Minister of State-Owned |
Enterprises of Republic Indonesia Number PER-05/MBU/04/2021 dated April 8, |
2021 concerning the Social and Environmental Responsibility Program of State- Owned Enterprises.
2. Changes in the Composition of the Company's Management.
- Board of Commissioners and Board of Directors of the Company who Attended in the meeting Board of Commissioners
President Commissioner | : | Kartika Wirjoatmodjo |
Commissioner | : Nicolaus Teguh Budi Harjanto | |
Commissioner | : | Hadiyanto |
Commissioner | : | Rabin Indrajad Hattari |
Independent Commissioner | : | Rofikoh Rokhim |
Independent Commissioner | : | Hendrikus Ivo |
Independent Commissioner | : | R. Widyo Pramono |
Independent Commissioner | : | Zulnahar Usman |
Independent Commissioner | : | Dwi Ria Latifa |
Board of Directors | ||
President Director | : | Sunarso |
Vice President Director | : | Catur Budi Harto |
Director of Digital and Information Technology | : | Indra Utoyo |
Director of Consumer | : | Handayani |
Director of Micro Business | : | Supari |
Director of Compliance | : | Ahmad Solichin Lutfiyanto* |
Director of Institutional & SOE Relations | : | Agus Noorsanto |
Director of Risk Management | : | Agus Sudiarto |
Director of Human Capital | : | Agus Winardono |
Director of Small and Medium Business | : | Amam Sukriyanto |
Director of Finance | : Viviana Dyah Ayu Retno Kumalasari | |
Director of Network & Services | : | Arga Mahanana Nugraha |
Remaks:
- All members of the Board of Commissioners and members of Board of Directors attended the Meeting.
- Ari Kuncoro has resigned as the Vice President Commissioner/Independent Commissioner of the Company on July 21, 2021.
*) Attended electronically.
-
Attendance of Shareholders
The shares who are present and/or represented in the Meeting are amounting to 122.319.731.793 shares or representing 88,0128% of the total shares with valid voting rights issued by the Company. - Decision Making Mechanism in the Meeting
The resolution of the Meeting shall be adopted amicably to reach a consensus through voting.
- Independent Party as a Voting Counter
The counting of votes as the basis of Meeting resolution is conducted by PT Datindo Entrycom as the Share Registrar. Further, the report is conducted by Fathiah Helmi, S.H., Notary in Jakarta. - The Opportunity to Submit Question and/or Opinion, the Number of Shareholders or their Proxies which Submit their Question and/or Opinion and the Voting Result of the Meeting
The Shareholders or their Proxies have been provided with opportunity to submit question and/or opinion in the Meeting Agenda. The number of Shareholders or their Proxies, which attended either physically or electronically, who submitted question and/or opinion in the Meeting, and the result of decision making through voting, which included e-Proxy via eASY.KSEI, are as follows:
Agenda | Approve | Not Approve | Abstain | Question | |||||||||||
and/or | |||||||||||||||
Opinion | |||||||||||||||
First | 122.291.864.593 votes | 12.138.600 | votes | or | 15.728.600 | votes | or | - | |||||||
or | representing | representing | 0,0099% | representing | 0,0129% | ||||||||||
99,9772% | of | total | of total shares with valid | of | total | shares | with | ||||||||
shares | with | valid | voting rights present in | valid | voting | rights | |||||||||
voting rights present in | the Meeting | present in the Meeting | |||||||||||||
the Meeting | |||||||||||||||
Second | 122.047.689.200 votes | 47.069.500 | votes | or | 224.973.093 | votes | or | - | |||||||
or | representing | representing | 0,0385% | representing | 0,1839% | ||||||||||
99,7776% | of | total | of total shares with valid | of | total | shares | with | ||||||||
shares | with | valid | voting rights present in | valid | voting | rights | |||||||||
voting rights present in | the Meeting | present in the Meeting | |||||||||||||
the Meeting |
In accordance with the Company's Articles of Association and Financial Services Authority Regulation Number 15/POJK.04/2020 concerning the Planning and Holding of General Meeting of Shareholders of Public Companies, the vote of Abstain is considered to cast the same vote as the majority vote of the Shareholders who cast the vote. Therefore, according to the calculation system of the Indonesian Central Securities Depository (KSEI) and the Securities Administration Bureau (BAE), the number of Abstain votes is added to the Agree votes. Thus, the Agree votes as follows:
- First Agenda 122.307.593.193 votes or representing 99,9900 % of total shares with valid voting rights present in the Meeting.
- Second Agenda 122.272.662.293 votes or representing 99,9615 % of total shares with valid voting rights present in the Meeting.
- Result of Meeting Resolution
FIRST AGENDA
Confirming the implementation of the Regulation of the Minister of State-Owned Enterprises of the Republic of Indonesia Number PER-05/MBU/04/2021 dated April 8, 2021 concerning the Social and Environmental Responsibility Program of State-Owned Enterprises.
SECOND AGENDA
1. Dismiss Mr. Ari Kuncoro as Vice President Commissioner/Independent Commissioner of the Company who was appointed based on the Decision of the Annual General Meeting of Shareholders ("GMS") for the 2019 Fiscal Year on February 18, 2020, duly and effective from July 21, 2021, with respect and gratitude for the contribution of energy and thoughts given during his tenure as Vice President Commissioner/Independent Commissioner of the Company.
- Change the position nomenclature of the members of the Board of Directors as follows:
No | Before | After |
a. | Director of Institutional & SOE Relations | Director of Institutional & Wholesale |
Business | ||
b. | Director of Consumer | Director of Consumer Business |
3. Transfer the assignment of the names below as the Management of the Company:
No | Name | Before | After |
a. | Rofikoh Rokhim | Independent Commissioner | Vice President Commissioner/ |
Independent Commissioner | |||
b. | Agus Noorsanto | Director of Institutional & SOE | Director of Institutional & |
Relations | Wholesale Business | ||
c. | Handayani | Director of Consumer | Director of Consumer Business |
Each member of the Board of Commissioners and the Board of Directors is appointed based on the Extraordinary GMS year 2017, 2019 and 2017 respectively. Thus, the tenure of the relevant members of the Board of Commissioners and Board of Directors will continue the remaining term of the positions in accordance with the Decision of the related GMS of their appointment without prejudice to the right of the GMS to dismiss at any time.
- Appoint Mr. Heri Sunaryadi as the Company's Independent Commissioner.
-
With the dismissal, change of position nomenclature, assignment of assignment and appointment, the composition of the Board of Commissioners & Board of Directors of the Company is as follows:
Board of Commissioners
President Commissioner | : | Kartika Wirjoatmodjo |
Vice President Commissioner/ Independent Commissioner | : | Rofikoh Rokhim |
Commissioner | : Nicolaus Teguh Budi Harjanto | |
Commissioner | : | Hadiyanto |
Commissioner | : | Rabin Indrajat Hattari |
Independent Commissioner | : | Hendrikus Ivo |
Independent Commissioner | : | R. Widyo Pramono |
Independent Commissioner | : | Zulnahar Usman |
Independent Commissioner | : | Dwi Ria Latifa |
Independent Commissioner | : | Heri Sunaryadi |
Board of Directors | ||
President Director | : | Sunarso |
Vice President Director | : | Catur Budi Harto |
Director of Digital and Information Technology | : | Indra Utoyo |
Director of Consumer Business | : | Handayani |
Director of Micro Business | : | Supari |
Director of Compliance | : | Ahmad Solichin Lutfiyanto |
Director of Institutional & Wholesale Business | : | Agus Noorsanto |
Director of Risk Management | : | Agus Sudiarto |
Director of Human Capital | : | Agus Winardono |
Director of Small and Medium Business | : | Amam Sukriyanto |
Director of Finance | : Viviana Dyah Ayu Retno Kumalasari | |
Director of Network & Services | : | Arga Mahanana Nugraha |
- Member of the Board of Commissioners can only exercise their duties and functions in their positions if he has obtained approval from the Financial Services Authority ("OJK") for the Fit and Proper Test ("Fit & Proper Test") and fulfill the provisions of the applicable laws and regulations.
- Member of the Board of Commissioners, who is appointed in number 4 who is still serving in other positions that are prohibited by laws and regulations from being concurrently with the position of the Board of Commissioners of a State-Owned Enterprise, must resign or be dismissed from his position.
- In the event that the member of the Company's Board of Commissioners is later declared disapproved as a member of the Board of Commissioners in the Fit & Proper Test by the OJK, then he is honorably dismissed from the date of the decision on the results of the OJK Fit & Proper Test.
9. Grant power and authority to the Board of Directors of the Company with substitution rights to take all necessary actions related to the decisions of this Meeting Agenda in accordance with the applicable laws and regulations, including to state in a separate Notary Deed and notify the composition of the Company's Management to the Ministry of Law and Human Rights, as well as request OJK to conduct a Fit & Proper Test on the Board of Commissioners in accordance with the prevailing laws and regulations.
Give authority to the Board of Directors of the Company with the right of substitution to state what the Meeting has decided in the form of a Notary Deed before the Notary or authorized official and make necessary adjustments and modifications if required by the competent authorities, for the purpose of implementing the contents of the Meeting's resolutions.
Jakarta, October 8, 2021
PT Bank Rakyat Indonesia (Persero) Tbk.
BOARD OF DIRECTORS
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BRI - PT Bank Rakyat Indonesia (Persero) Tbk published this content on 08 October 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 October 2021 01:21:06 UTC.
