GMS Attendance And Decision Quorum
GMS resolutions on certain material agenda items need to meet quorum and voting threshold:
NoAgendaAttendance QuorumResolution Quorum
1 The Bank’s transfer of assets or making assets debt collateral from a total of 50 net assets of the Bank into 1 (one) transaction or more that is related or not related. Attended by Shareholders representing at least 3/4 (three quarter) of total shares with legitimate votings Approved by more than 3/4 (three quarter) of total shares with legitimate votings present at the GMS.
2 Approval of Transaction with conflict of interest of Shareholders having a conflict of interest shall be deemed to have rendered the same quorum with a decision approved by Independent Shareholders which has no conflict of interest Attended by Independent Shareholders representing at least 1/2 (one half) of all shares of Independent Shareholders with legitimate voting rights Approved by more than 3/4 (three quarter) of total shares of Independent Shareholders with votings rights attending the GMS
3 Changes of the Board of Directors, Board of Commissioners, Articles of Associatin that are not requiring the approval of the Ministry Issuance of Equity Securities and/or Increasing issued and paid-up capital Attended by Shareholders Serie A Dwiwarna and other shareholders or their proxies representing 1/2 (one half) of total shares with legitimate voting rights Approved by Shareholders Serie A Dwiwarna and other shareholders or their proxies representing 3/4 (three quarter) of total shares with votings rights attending the GMS
4 Changes of the Articles of Association requiring the Approval of the Ministry Attended by Shareholders Serie A Dwiwarna and other shareholders or their proxies representing 2/3 (two third) of total shares with legitimate voting rights Approved by Shareholders Serie A Dwiwarna and other shareholders or their proxies representing 2/3 (two third) of total shares with votings rights attending the GMS
5 Alliances, Merger, Takeover, Spin-Off, proposal of bancruptcy and the Company liquidation Attended by Shareholders Serie A Dwiwarna and other shareholders or their proxies representing 3/4 (three quarter) of total shares with legitimate voting rights Approved by Shareholders Serie A Dwiwarna and other shareholders or their proxies representing 3/4 (three quarter) of total shares with votings rights attending the GMS
6 Changes of Articles of Association regulating the changes of rigths on shares in the event that the Bank has more than 1 (one) shares classifications Attended by Shareholders Serie A Dwiwarna and other shareholders or their proxies representing 3/4 (three quarter) of total shares in shares classification impacted by the changes of the rights Approved by Shareholders Serie A Dwiwarna and other shareholders or their proxies representing 3/4 (three quarter) of total shares with votings rights attending the GMS
7 Outside of Agenda 1 to 6 above Approved by Shareholders representing 1/2 (one half) of total shares with votings rights attending the GMS Approved by Shareholders representing 1/2 (one half) of total shares with votings rights attending the GMS
GMS Voting Mechanism
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 are abstain and against the proposed agenda are requested to raise their hands and 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 are abstain will be counted as the same votes with the majority of shareholders who cast their votes;
    4. The notary announces voting result.
  3. The attendance of a shareholder in the GMS can be represented by other shareholders or by a third party authorized by a letter of attorney. Members of the Board of Directors, Board of Commissioners, secretary of the Board of Commissioners, and the Bank’s employees can represent a shareholder in the GMS however 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 against, but fail to raise hands to express the abstain 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