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PT Bank Negara Indonesia Persero Tbk : Code of Conduct AGMS 2025 FY

PT Bank Negara Indonesia Persero Tbk : Code of Conduct AGMS 2025

Pt Bank Negara Indonesia (persero) Tbk Class BFebruary 13, 20263
PT Bank Negara Indonesia Persero Tbk : Code of Conduct AGMS 2025 FY

About this update from Pt Bank Negara Indonesia (persero) Tbk Class B

CODE OF CONDUCT ANNUAL GENERAL MEETING OF SHAREHOLDERS FOR 2025 FINANCIAL YEAR PT BANK NEGARA INDONESIA (Persero) Tbk Jakarta, March 9 2026 GENERAL The meeting is the Annual General Meeting of Shareholders for the 2025 Financial Year (" Meeting ") of PT Bank Negara Indonesia (Persero) Tbk (" Company "). The Meeting is held electronically in Indonesian in accordance with the provisions of Article 11 of the Financial Services Authority (" OJK ") Regulation No. 15/POJK.04/2020 concerning the Planning and Implementation of General Meetings of Shareholders of Public Companies (" POJK 15/2020 "), Article 24 paragraph (1) of OJK Regulation No. 14 of 2025 concerning the Implementation of General Meetings of Shareholders, Bondholders' Meetings, and Sukuk Holders' Meetings Electronically (" POJK 14/2025 "), and the Company's Articles of Association. MEETING ARRANGEMENT The Meeting is convened on: Day/Date : Monday, March 9 2026 Time : Pukul 14.00 WIB s/d 17.00 WIB Venue : Central Jakarta Through the facility of Electronic General Meeting System KSEI (" eASY.KSEI ") accessible via https://akses.ksei.co.id provided by PT Kustodian Sentral Efek Indonesia (" KSEI ") MEETING AGENDA Approval of the Company's Annual Report and Ratification of the Company's Consolidated Financial Statements, Approval of the Supervisory Report of the Board of Commissioners, and Ratification of the Financial Statements of the Micro and Small Enterprise Funding Program ("PUMK") for Fiscal Year 2025, as well as the Granting of Full Release and Discharge of Responsibility (volledig acquit et de charge) to the Board of Directors for management actions and to the Board of Commissioners for supervisory actions carried out during Fiscal Year 2025. Approval of the Use of the Company's Net Profit for Fiscal Year 2025. Determination of Salaries/Honoraria along with Facilities and Allowances for Fiscal Year 2026, as well as Income in the form of Performance Rewards/Bonuses for Fiscal Year 2025 and/or other forms of remuneration for the Board of Directors and the Board of Commissioners of the Company. Appointment of a Public Accountant and/or Public Accounting Firm to audit the Company's Consolidated Financial Statements and the Financial Statements of the PUMK Program for Fiscal Year 2026. Delegation of Authority to approve the Long-Term Corporate Plan (RJPP) 2026-2030 and the Annual Work Plan and Budget (RKAP) 2027, including any amendments thereto, from the General Meeting of Shareholders to the party designated by the GMS. Approval of the Company's Share Buyback Plan and the transfer of shares resulting from the buyback to be held as Treasury Stock Amendment to the Company's Articles of Association. Report on the Realization of the Use of Proceeds from the Public Offering of PT Bank Negara Indonesia (Persero) Tbk Sustainability Bonds Tranche I Year 2025. Reaffirmation of the Delegation of Authority from the General Meeting of Shareholders to the Board of Commissioners to approve the Founder's Written Statement in connection with amendments to the Company's Pension Fund Regulations. MEETING CHAIRMAN Pursuant to Article 24 paragraph (1) of the Company's Articles of Association in conjunction with Article 37 of POJK GMS, the Meeting shall be chaired by a member of the Board of Commissioners appointed by the Board of Commissioners. In the event that all members of the Board of Commissioners are absent or unable to attend, the Meeting shall be chaired by a member of the Board of Directors appointed by the Board of Directors. In the event that all members of the Board of Commissioners and members of the Board of Directors are absent or unable to attend, the Meeting shall be chaired by a Shareholder present at the Meeting who is appointed from and by the Meeting participants. The Chair of the Meeting is responsible for ensuring the orderly conduct of the Meeting. Should any party act in a disorderly manner and disrupt the conduct of the Meeting, the Chair of the Meeting is entitled and authorized to take necessary and firm actions. The Chair of the Meeting is entitled and authorized to take any measures deemed necessary,including but not limited to determining Meeting procedures that are not regulated or areinsufficiently regulated in these Code of Conduct. MEETING PARTICIPANTS Participants of the Meeting are the shareholders of the Company (" Shareholders ") and the proxies of the Shareholders (" Proxies ") whose names are recorded in the Company's Register of Shareholders on Thursday, 12 February 2026 until 4:00 PM Western Indonesia Time, or the owners of securities account balances in the KSEI collective custody at the closing of stock trading on Thursday, 12 February 2026, or their Proxies as evidenced by a power of attorney granted through the eASY.KSEI facility as the electronic proxy-granting mechanism for the conduct of the Meeting. The Company urges Shareholders to attend the Meeting electronically by granting their proxy electronically through the Electronic General Meeting System of KSEI (hereinafter referred to as "eASY.KSEI") via the website https://akses.ksei.co.id , or by granting a written proxy to an Independent Party. The Power of Attorney form for the Independent Party can be accessed on the Company's website. The Independent Party as referred to in point b above shall act for and on behalf of the Shareholders in delivering votes and questions during the Meeting. The Independent Party is the representative of the Company's Share Registrar, PT Datindo Entrycom, located at Jl. Hayam Wuruk No. 28, Jakarta, 10120. Shareholders entitled to attend the Meeting may use eASY.KSEI to grant a Proxy and/or exercise their voting rights in accordance with the mechanisms determined by the eASY.KSEI Provider, while observing the applicable laws and regulations. Shareholders who intend to attend the Meeting electronically through eASY.KSEI must comply with the following provisions: Submit a declaration of electronic attendance in the Meeting along with their voting choices for at least 1 (one) agenda item of the Meeting through eASY.KSEI no later than 1 (one) Business Day prior to the date of the Meeting at 12:00 PM Western Indonesia Time; or Conduct electronic registration through eASY.KSEI during the shareholder registration period on the date of the Meeting from 10:00 AM to 2:00 PM Western Indonesia Time, and submit their voting choices electronically during the Meeting until the closing of the voting process for each agenda item requiring a vote. Shareholders who intend to attend the Meeting electronically or grant a proxy electronically through eASY.KSEI are responsible for the accuracy and use of their access rights in eASY.KSEI, including the use of voting rights exercised in the Meeting and/or the proxy appointments made through eASY.KSEI. In the event that a Shareholder or Proxy has not submitted voting choices for at least 1 (one) agenda item of the Meeting no later than 1 (one) Business Day before the date of the Meeting, such Shareholder or Proxy intending to attend the Meeting electronically must register electronically through eASY.KSEI during the shareholder registration period on the date of the Meeting. If a Shareholder has submitted a declaration to attend the Meeting electronically and has submitted voting choices before the date of the Meeting as referred to in point f above, such Shareholder shall be deemed to have validly attended the Meeting without the need to conduct electronic registration on the date of the Meeting. The Company conducts the Meeting electronically using audio-visual services provided by the eASY.KSEI Provider to facilitate Meeting participants in viewing, hearing, and/or participating directly in the Meeting, including submitting questions and/or opinions. Shareholders who have submitted a declaration to attend the Meeting electronically and who have completed electronic registration on the date of the Meeting as referred to in point i above may view, hear, and/or participate directly in the Meeting through the services provided by the eASY.KSEI Provider, including submitting questions and/or opinions in the Meeting Shareholders who have granted their proxy and voting choices to a Proxy Holder are not permitted to participate in the Meeting through the services referred to in point I and j above. The eASY.KSEI (refers to PT Kustodian Sentral Efek Indonesia) Provider may determine limitations on the number of questions and/or opinions that may be submitted by Shareholders and Proxy Holders through the services referred to in point j above for each agenda item of the Meeting. Shareholders who are physically present at the Meeting venue but are restricted from attending or cannot enter the Meeting room for reasons stated in these Rules of Conduct may exercise their rights by granting a proxy (to attend and cast votes for each Agenda Item) to the Independent Party by completing and signing the Power of Attorney form referred to in point c above and submitting it to the registration officer at the Meeting venue. During the Meeting, Participants are expected to conduct themselves orderly by not activating or setting their mobile phones and/or other electronic devices to silent mode in a way that may disrupt the proceedings of the Meeting." The procedures for granting access to eASY.KSEI, using eASY.KSEI, and other matters related to the use of eASY.KSEI may be accessed through https://www.ksei.co.id/files/Peraturan_KSEI_Nomor_XI-A.PDF and https://www.ksei.co.id/files/Peraturan_KSEI_No_XI- B_tentang_Tata_Cara_Pelaksanaan_RUPS_secara_Elektronik_melalui_eASY.KSEI_(1).pdf . INVITATION TO OTHER PARTIES BY THE COMPANY The Company may invite other parties who are related to the Agenda Items of the Meeting. Such other parties as referred to in point a above shall not have the right to express opinions and/or cast votes in the Meeting. QUORUM OF ATTENDANCE AND RESOLUTIONS The quorum for Attendance and the quorum for Decisions for the First, Fourth, Fifth, and Ninth Agenda Items of the Meeting are as follows: The Meeting is valid and entitled to make decisions if attended by other Shareholders or their valid Proxies who together represent more than 1/2 (one-half) of the total shares with valid voting rights. A decision of the Meeting is valid if approved by Shareholders or their valid Proxies who together represent more than 1/2 (one-half) of the total shares with voting rights present at the Meeting. The quorum for Attendance and the quorum for Decisions for the Second and Third Agenda Items of the Meeting are as follows: The Meeting is valid and entitled to make decisions if attended by the Series A Dwiwarna Shareholders and other Shareholders, each or represented by their valid Proxies, who together represent more than 1/2 (one-half) of the total shares with valid voting rights. A decision of the Meeting is valid if approved by the Series A Dwiwarna Shareholders and other Shareholders, each or represented by their valid Proxies, who together represent more than 1/2 (one-half) of the total shares with voting rights present at the Meeting. The quorum for Attendance and the quorum for Decisions for the Sixth and Seventh Agenda Items of the Meeting are as follows: The Meeting is valid and entitled to make decisions if attented by the Series A Dwiwarna Shareholders and the other Shareholders, each or represented by their valid Proxies who together represent at least 2/3 (two-thirds) of the total shares with valid voting rights. A decision of the Meeting is valid if approved by the Series A Dwiwarna Shareholders and other Shareholders, each or represented by their valid Proxies, who together represent more than 2/3 (two-thirds) of the total shares with voting rights present at the Meeting. The Eight Agenda s for reporting purposes, and therefore no voting will be conducted to make decisions on this agenda. THE EXPLANATION OF THE MEETING AGENDA ITEMS SHALL BE CONDUCTED UNDER THE FOLLOWING MECHANISM: The Chair of the Meeting shall open, lead, and close the Meeting. The Chair of the Meeting may request assistance from members of the Board of Commissioners or members of the Board of Directors, or any party designated by the Board of Directors, to provide explanations for the Meeting Agenda Items PROCEDURES FOR SUBMITTING QUESTIONS AND/OR OPINIONS Only Shareholders or their duly authorized proxies are entitled to submit questions and/or express opinions at the Meeting. The Company reserves the right not to respond to questions that do not include the name of the shareholder and the number of shares owned or represented. Questions and/or opinions must be submitted in writing, and those that may be read out by the Chairman of the Meeting are valid questions and/or opinions that are relevant to the agenda items under discussion, as verified by the Notary. The Chairman of the Meeting is authorized to determine that certain questions and/or opinions shall not be answered and/or read out. Shareholders or their duly authorized proxies attending electronically may submit questions and/or opinions in writing through the Electronic General Meeting of Shareholders facility or the KSEI Electronic General Meeting System (hereinafter referred to as the " eASY.KSEI Facility "). The Chairman of the Meeting is entitled to appoint members of the Board of Directors, the Board of Commissioners, and/or other relevant parties to respond to or address the questions and/or opinions submitted by the Shareholders or their duly authorized proxies. At the Meeting, the Dwiwarna A Series Shareholder or its duly authorized proxy, as well as the largest Series B and Series C shareholders or their duly authorized proxies, shall be allowed to submit opinions and/or responses in writing and/or to have them read out. The Chairman of the Meeting is entitled to take any actions deemed necessary to ensure the orderly and smooth conduct of the Meeting. PROCEDURES FOR RESOLUTION MAKING AND VOTING PROCEDURES Each share entitles its holder to cast 1 (one) vote. Resolutions on all Agenda Items of the Meeting shall be adopted based on deliberation to reach consensus. If a resolution by deliberation to reach consensus cannot be reached, the resolution shall be made by a vote which must be carried out in accordance with the provisions on quorum of attendance and quorum of resolution of the GMS as set forth in item 7 of this Code of Conduct. During the voting session, Shareholders or their duly authorized proxies who are physically present and cast abstention votes or dissenting vote may raise their hands and submit their voting cards to the officers. Shareholders or their duly authorized proxies who do not raise their hands shall be deemed to have approved the proposed resolution in respect of the relevant Agenda Item under discussion. Shareholders or their duly authorized proxies with voting rights who are present at the Meeting but abstain shall be deemed to have cast the same vote as the majority vote. Electronic voting shall be conducted through the mechanism applicable to the eASY.KSEI Facility. Any matters arising during the Meeting that are not provided for in these Code of Conduct shall be determined by the Chairman of the Meeting, with due regard to the Company's Articles of Association and the prevailing laws and regulations. LIVE BROADCAST OF THE MEETING Shareholders who have been registered in eASY.KSEI no later than the specified deadline may observe the proceedings of the Meeting via a Zoom webinar by accessing the eASY.KSEI menu, under the GMS Broadcast submenu available in the AKSes facility ( https://akses.ksei.co.id/ ). The GMS Broadcast facility accommodate up to 500 participants, with attendance determined on a first-come, first-served basis. Shareholders who do not have the opportunity to view the Meeting through the GMS Broadcast will nevertheless be deemed to have attended the Meeting electronically, and their shareholding and voting choices will be counted in the Meeting, provided that they have been registered in eASY.KSEI. Shareholders who only observe the Meeting through the GMS Broadcast but are not registered as having attended electronically on the eASY.KSEI application will not be counted toward the Meeting's attendance quorum. OTHERS In the event of any discrepancy between the records of share ownership in eASY.KSEI and the share ownership records held by the eASY.KSEI Users and/or the outcomes of the Meeting, the eASY.KSEI Users shall comply with the mechanisms and procedures determined by the eASY.KSEI provider. These Rules of Conduct are prepared with due observance of the provisions of the Company's Articles of Association and the prevailing laws and regulations. Any matters arising during the Meeting that are not regulated or insufficiently regulated in these Rules of Conduct shall be determined by the Chairperson of the Meeting, with due consideration of the Company's Articles of Association and the applicable laws and regulations.

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