GMS Attendance And Decision Quorum
GMS resolutions on certain material agenda items need to meet quorum and voting threshold:
NoAgendaAttendance QuorumDecision Quorum
1 Transfer or placement as collateral assets that represent 50% or more of the Bank’s net assets in 1 (one) transaction or several related or separate transactions. Attended by shareholders that represent at least 3/4 (three-fourths) of total shares with legitimate voting rights. Approved by more than 3/4 (three-fourths) of total shares with voting rights that attend the meeting.
2 Approval of transactions carrying conflict of interests.
• Votes of shareholders with conflict of interest are deemed the same as votes approved by independent shareholders, or shareholders without conflict of interest.
Attended by independent shareholders that represent at least ½ (one-half) of total shares with voting rights of independent shareholders. Approved by more than 1/2 (one-half) of total shares with voting rights owned by independent shareholders that attend the GMS.
3 Changes of the Board of Directors and Board of Commissioners, changes in Articles of Association that does not require ministerial approval, issuance of equity securities and or increase of issued and paid-up capital. Attended by Shareholders of Series A Dwiwarna and ordinary shareholders representing more than 1/2 (one half) of total shares with legitimate voting rights. Approved by the Shareholders of Series A Dwiwarna and ordinary shareholders that represent more than ½ (one half) of total shares with voting rights that attend the meeting.
4 Changes to Articles of Association that require ministerial approval. Attended by Shareholders of Series A Dwiwarna and ordinary shareholders representing more than 2/3 (two-thirds) of total shares with legitimate voting rights. Approved by the Shareholders of Series A Dwiwarna and ordinary shareholders that represent more than 2/3 (two-thirds) of total shares with voting rights that attend the meeting.
5 Resolution on corporate merger, consolidation, acquisition, spin-off, bankruptcy filing, or dissolution. Shareholders of Series A Dwiwarna and ordinary shareholders representing more than 3/4 (three-fourth) of total shares with legitimate voting rights. Approved by the Shareholders of Series A Dwiwarna and ordinary shareholders that represent more than 3/4 (three-fourth)s of total shares with voting rights that attend the meeting.
6 Other agenda items other than agenda 1 to 5 above. Shareholders of Series A Dwiwarna and ordinary shareholders representing more than 1/2 (one-half) of total shares with legitimate voting rights. Approved by the Shareholders of Series A Dwiwarna and ordinary shareholders that represent more than ½ (one-half) of total shares with voting rights that attend the meeting.
GMS Voting
Conditions for Voting in the GMS
  1. Every 1 (one) share extends its holder 1 (one) voting right.
  2. Voting mechanism in GMS:
    1. Shareholders or their proxies that abstain and that are against the proposed agenda are requested to raise their hands to submit their votes;
    2. Shareholders or their proxies that do not raise their hands are deemed in favor of the proposed agenda or item in discussion;
    3. Shareholders or their proxies that abstain will be counted as the same votes with the majority of shareholders who cast their votes;
    4. The voting result is announced by the GMS Chairman.
  3. The attendance of a shareholder in the GMS can be represented by other shareholders or by a third party authorized by a Power of Attorney. Members of the Board of Directors, Board of Commissioners, Secretary to the Board of Commissioners, and the Bank employees can represent a shareholder in the GMS; however, they shall not cast a vote on behalf of the shareholders.
  4. A proxy holder that is authorized by a shareholder to abstain in a vote, or to vote against, but fails to raise hands to express the abstention or disagreement during voting led by the GMS Chairperson, will be regarded as in favor of the item in discussion.

GMS Voting Method with Electronic Tools