ANNOUNCEMENT OF RESOLUTIONS OF THE ANNUAL AND EXTRAORDINARY
GENERAL MEETINGS OF SHAREHOLDERS
The Annual General Meeting of Shareholders (“AGMS”) and Extraordinary General Meeting of Shareholders (“EGMS”) of the Company were convened on Thursday, May 8, 2025, at BFI Tower, Sunburst CBD Lot 1.2, Jl. Kapt. Soebijanto Djojohadikusumo, BSD City, Tangerang Selatan.
The Summary of the Minutes of each Meeting are as follows:
Attending Members of the Board of Commissioners and Board of Directors of the Company
The AGMS and EGMS were attended by the Company’s Board of Commissioners and Board of Directors.
Board of Commissioners:
1. Kusmayanto Kadiman President Commissioner
2. Johanes Sutrisno Independent Commissioner
3. Alfonso Napitupulu Independent Commissioner
4. Sunata Tjiterosampurno Commissioner
Board of Directors:
1. Sutadi President Director
2. Sudjono Director
3. Goklas Director
Invitation:
1. Tan Rudy Eddywidjaja
Quorum of the Attending Shareholders
- The AGMS was attended by shareholders and/or their proxies with valid voting rights representing 12,356,093,491 shares or 82.1582% of the total 15,039,383,620 shares after deducting the share buyback by the Company amounting to 927,732,000 shares (Treasury Stock).
- The EGMS was attended by shareholders and/or their proxies with valid voting rights representing 12,275,111,591 shares or 81.6198% of the total 15,039,383,620 shares after deducting the share buyback by the Company amounting to 927,732,000 shares (Treasury Stock).
Each was in accordance with the Register of the Company Shareholders as of April 14, 2025, at 16:00 hours Western Indonesia Time (Waktu Indonesia Barat or “WIB”).
Opportunity of Question and Answer
In each agenda of both the AGMS and EGMS, the shareholders present were given the opportunity to raise questions and/or express their opinions with regard the matter being discussed (except in the Fifth Agenda of the AGMS, as it was only for reporting purposes). There was no shareholder raised a question at the AGMS and EGMS.
Mechanism of Resolutions Adoption
The decision in each agenda of the AGMS and EGMS was taken by voting, except in the Fifth Agenda of the AGMS, there was no decision making as it only for reporting purposes.
Resolutions of the AGMS
Resolutions of the First Agenda:
To accept and approve the Company’s Annual Report for the financial year ending December 31, 2024, including the report on the supervisory duties of the Board of Commissioners for the financial year ended 31 December 2024;
To accept and ratify the Company’s Financial Statements for the financial year ending December 31, 2024, as audited by the Public Accountant Firm “Tanubrata Sutanto Fahmi Bambang & Rekan” whose Report Number: 00005/3.0423/AU.1/09/1042-3/1/II/2025 expressed “Unmodified” opinion, thus granting the release and discharge (acquit et de charge) to the Board of Directors and the Board of Commissioners relating to their duties of management and supervision conducted during the financial year 2024, provided that such actions are reflected in the Company’s Annual Report for the financial year 2024 and not in conflict with statutory regulations.
Basis for the Resolutions Reached in the First Agenda:
Votes: Affirmative – 12,208,732,591 (98.80738277%); Abstain – 147,360,900 (1.19261723%); Objection – 0 (0%)
Resolutions of the Second Agenda:
To approve the use of the Company’s net profit for the financial year ending December 31, 2024, amounting to Rp1,564,674,000,000 (one trillion five hundred and sixty-four billion six hundred and seventy-four million rupiah) with the allocation as follows:
The amount of Rp5,000,000,000 (five billion rupiah) from the net profit which can be attributed to the owners of the Company’s parent entity as mandatory reserves, pursuant to the Company’s Articles of Association and the Company Law No. 40 of 2007;
As final cash dividends of Rp60 (sixty rupiah) per share, including the Rp28 (twenty-eight rupiah) per share that have been distributed as interim dividends and paid on December 19, 2024, so that the remaining dividends to be distributed will be Rp32 (thirty-two rupiah) per share. The remaining final dividends will be distributed to the Company shareholders listed in the Register of the Company Shareholders on May 22, 2025, at 16:00 WIB, and will be paid to the Company shareholders on June 11, 2025;
The remaining balance of the 2024 net profit will be booked as Retained Earnings to strengthen the Company’s capital;
To authorize and grant power to the Company’s Board of Directors with substitution rights to execute the utilization of net profit as mentioned above, including to set up the schedule and procedures of cash dividends distribution to the Company shareholders, and to attend and meet the authorities, in all respects without exception, including procedure for taking dividends that have been included in special reserves.
Basis for the Resolutions Reached in the Second Agenda:
Votes: Affirmative – 12,208,958,991 (99.80921506%); Abstain – 144,640,300 (1.17059894%); Objection – 2,494,200 (0.02018599%)
Resolution of the Third Agenda:
To authorize the Company’s Board of Commissioners to appoint a Public Accountant and/or a Public Accountant Firm registered with the Financial Services Authority (Otoritas Jasa Keuangan) to audit the Company’s Financial Statements for the financial year ending December 31, 2025, and to authorize the Company’s Board of Commissioners to determine the amount of honorarium and other requirements relating to the appointment by taking into account the proposals from the Company's Audit Committee
Basis for the Resolution Reached in the Third Agenda:
Votes: Affirmative – 11,700,673,091 (94.69556943%); Abstain – 144,640,300 (1.17059894%); Objection – 510,780,108 (4.13383162%)
Resolutions of the Fourth Agenda:
To establish the remuneration of the Board of Commissioners with the total amount of Rp258,557,500 (two hundred and fifty-eight million five hundred and fifty-seven thousand and five hundred rupiah) per month after tax for the financial year 2025 and to give bonuses to the Board of Commissioners for the financial year 2024 amounting to Rp1,610,000,000 (one billion six hundred and ten million rupiah);
To delegate the authority to the Board of Commissioners in determining the amount for each member of the Board of Commissioners and to adjust the total amount of remuneration in the event of changes in the number of members of the Board of Commissioners in the financial year 2025 by taking into account recommendations from the Nomination and Remuneration Committee;
To approve the provision of power and authority to the Board of Commissioners in determining the division of duties and authorities to each member of the Board of Directors as well as to determine the remuneration for the members of the Board of Directors.
Basis for the Resolutions Reached in the Fourth Agenda:
Votes: Affirmative – 12,208,958,991 (98.80921506%); Abstain – 144,640,300 (1.17059894%); Objection – 2,494,200 (0.02018599%)
Resolution of the Fifth Agenda:
The accountability report on the use of proceeds from the Sustainable Public Offering of Sustainable Bonds VI BFI Finance Indonesia Phase I Year 2024 after deducting issuance costs has been used in accordance with the plan for the use of funds set forth in the Prospectus.
Basis for the Resolution Reached in the Fifth Agenda:
Since the Fifth Agenda is only for reporting purposes, there was no question-and-answer session as well as any decision making.
Resolutions of the EGMS
Resolutions of the First Agenda:
Approval to transfer and/or pledge more than 50% of the Company assets in 1 (one) or more transactions, whether in relation to each other or not that occur within a period of 1 (one) financial year or more, including to obtain loans from banks and non-banks, domestic or foreign, issue Bonds and Medium Term Notes (MTN), conduct financing cooperation with banks and non-banks, securitization, and obtain loans from various other funding sources in the Company’s normal course of business activities, including to issue the continued Sustainable Public Offering of Sustainable Bonds VI up to a maximum amount of Rp3,000,000,000,000,- (three trillion Rupiah) in several stages in the 2025 financial year.
Approval to authorize and grant power to the Board of Directors of the Company to perform the above actions, including to obtain loans from banks and non-banks, domestic or foreign, issue Bonds and Medium Term Notes (MTN), conduct financing cooperation with banks and non-banks, securitization, and obtain loans from various other funding sources in the Company’s normal business activities, including to issue the continued Sustainable Public Offering of Sustainable Bonds VI as referred in point 1 which previously described in its implementation in the 2025 financial year, by taking into account the terms and conditions in the applicable laws and regulations, especially the Capital Market regulations.
Basis for the Resolutions Reached in the First Agenda:
Votes: Affirmative – 11,279,251,958 (91.88716432%); Abstain – 88,527,900 (0.72119833%); Objection – 907,331,733 (7.39163735%)
Resolutions of the Second Agenda:
To approve the appointment of Tan Rudy Eddywidjaja and Iwan as Directors respectively, with effective term of office starting from the closing of this Meeting and after obtaining approval from the relevant Regulator, until the closing of the next 3rd (third) Annual General Meeting of Shareholders after 2025;
To establish the composition of the members of the Company’s Board of Directors, Board of Commissioners, and Sharia Supervisory Board as of the closing of this Meeting up to the closing of the Annual General Meeting of Shareholders in accordance with their respective terms of office as follows:
BOARD OF COMMISSIONERS
President Commissioner : Kusmayanto Kadiman* (2021-2026)
President Commissioner : Francis Lay Sioe Ho** (2025-2028)
Independent Commissioner : Johanes Sutrisno (2021-2026)
Independent Commissioner : Alfonso Napitupulu (2021-2026)
Commissioner : Sunata Tjiterosampurno (2025-2028)
Commissioner : Saurabh Narayan Agarwal (2023-2028)
BOARD OF DIRECTORS
President Director : Sutadi (2025-2028)
Director : Sudjono (2024-2027)
Director : Goklas (2024-2027)
Director : Tan Rudy Eddywidjaja***(2025-2028)
Director : Iwan*** (2025-2028)
*The term of office ends at the effective date of the appointment of Francis Lay Sioe Ho as President Commissioner of the Company.
**Effective as soon as 6 (six) months since the closing of the EGMS dated January 30, 2025, and after obtaining Approval from the relevant Regulator. In the event that Approval from the relevant Regulator is obtained more than 6 (six) months since the closing of the EGMS dated January 30, 2025, then the appoinment will be effective as of the date of Approval of the relevant Regulator.
***Effective after obtaining Approval from the relevant Regulator.
SHARIA SUPERVISORY BOARD
Chairman : Asrori S. Karni (2022 - 2027)
Member : Helda Rahmi Sina (2022 - 2027)
To authorize and grant power to the Company’s Board of Directors with substitution rights to declare changes to the members of the Board of Directors and/or the Board of Commissioners in a separate notarial deed and arrange a notification and a registration to relevant authorities, as well as perform all necessary actions in accordance with the prevailing legislation in connection with the Meeting agenda resolutions.
Basis for the Resolutions Reached in the Second Agenda:
Votes: Affirmative – 12,092,856,791 (98.51524934%); Abstain – 88,527,900 (0.72119833%); Objection – 93,726,900 (0.76355233%)
Resolutions of the Third Agenda:
To approve the Company’s capital reduction plan by retiring all treasury shares held by the Company, which were repurchased by the Company and recorded as of December 31, 2024, totaling 927,732,000 (nine hundred twenty-seven million seven hundred thirty-two thousand) shares (“Capital Reduction”). This will result in amendments to the Company’s Articles of Association in relation to the reduction of issued and paid-up capital.
To approve the amendment of Article 4 paragraph (2) of the Company’s Articles of Association in relation to the Company’s issued and paid-up capital as the implementation of the Capital Reduction.
Basis for the Resolutions Reached in the Third Agenda:
Votes: Affirmative – 12,186,583,691 (99.27880167%); Abstain – 88,527,900 (0.72119833%); Objection – 0 (0%)
With respect to the distribution of cash dividends for the financial year 2024, the distribution schedule of cash dividends for the financial year 2024 is as follows:
Timetable of Dividend Distribution
|
No. |
Description |
Date |
|
1. |
Cum dividend in regular and negotiation markets |
May 20, 2025 |
|
2. |
Ex-dividend in regular and negotiation markets |
May 21, 2025 |
|
3. |
Cum dividend in cash market |
May 22, 2025 |
|
4. |
Ex-dividend in cash market |
May 23, 2025 |
|
5. |
Recording date for dividend |
May 22, 2025 |
|
6. |
Dividend payment |
June 11, 2025 |
Procedures for Dividends Distribution
This notificationis is officially made by the Company and the Company does not issue a specific notification letter to the Company shareholders.
Dividends will be distributed to the Company shareholders whose names are listed on the Register of the Company Shareholders dated May 22, 2025, at 16:00 WIB (hereinafter referred to as “Eligible Shareholders”).
Dividend Payment Method:
For Eligible Shareholders whose shares are in script form, dividend payment will be made by way of book-entry (telegraphic transfer) directly to the accounts of Eligible Shareholders, only if the Eligible Shareholders have submitted their dividend mandates (the dividend mandate form can be obtained from the Company's Share Registrar, PT Raya Saham Registra (Biro Administrasi Efek or "BAE"), along with a copy of proof of identity of an individual or a legal entity and a copy of the Taxpayer Identification Number (Nomor Pokok Wajib Pajak or “NPWP”) for Domestic Taxpayers (Wajib Pajak Dalam Negeri or “WPDN”) or an original Certificate of Domicile in a DGT Form (Surat Keterangan Domisili or “SKD”) for Foreign Taxpayers (Wajib Pajak Luar Negeri or "WPLN"), addressed to the Company or the BAE no later than May 22, 2025, at 16:00 WIB with the following addresses:
|
The Company Corporate Secretary PT BFI Finance Indonesia Tbk BFI Tower, Sunburst CBD Lot 1.2 Jl. Kapt. Soebijanto Djojohadikusumo BSD City Telp. (021) 2965 0300, 2965 0500 ext 692 E-mail: corsec@bfi.co.id |
BAE PT Raya Saham Registra Plaza Sentral Lantai 2 Jl. Jend. Sudirman Kav.47-48 Jakarta 12930 Telp. (021) 2525666 E-mail: rsbae@registra.co.id |
For Eligible Shareholders whose shares are registered in the collective custody of PT Kustodian Sentral Efek Indonesia (Indonesian Central Securities Depository or “KSEI”), the dividend distribution will be conducted by KSEI through Securities Companies and/or Custodian Banks where the Eligible Shareholders open their securities accounts.
Income Tax Withholding Provisions:
Dividends will be subject to Income Tax in accordance with the applicable taxation provisions, which is the obligation of Eligible Shareholders.
The conditions applied for Eligible Shareholders who are WPDN are as follows:
Under the laws and regulations currently in force, dividends received by Resident Individual Taxpayers are no longer subject to income tax withholding and can be treated as income that is not included as an income tax object as long as they invested in the territory of the Unitary State of the Republic of Indonesia as regulated in Government Regulation Number 9 of 2021 (“PP9”), Regulation of the Minister of Finance Number 18 of 2021 (“PMK18”) and the implementing tax regulations; otherwise, Resident Individual Taxpayers may also choose to be subjected to final income tax of 10% according to Article 17 Paragraph 2c* of the Income Tax Law (Undang-Undang Pajak Penghasilan or “UU PPh”) without the obligation to invest the same in the territory of the Unitary State of the Republic of Indonesia.
If Resident Individual Taxpayers choose to treat the dividends as income that is not included as an income tax object but fail to comply with the investment requirement under the provisions and procedures stipulated in PP9 and PMK18, the relevant dividends will, notwithstanding the above, be subjected to final income tax of 10% according to Article 17 Paragraph 2c* of the UU PPh.
* Payment of the final income tax (PPh) on the dividends as described above must be made by the relevant Resident Individual Taxpayers no later than the 15th (fifteenth) day of the month subsequent to the month of the Recording Date.
Eligible Shareholders are required to submit a copy of their NPWP to KSEI, the Company or the BAE (as applicable) no later than May 22, 2025, at 16:00 WIB.
The conditions applied for Eligible Shareholders who are WPLN are as follows:
Eligible Shareholders whose countries do not have a Double Taxation Avoidance Agreement (Persetujuan Penghindaran Pajak Berganda or “P3B”) or Tax Treaty with the Republic of Indonesia, will be subject to 20% Income Tax, in accordance with Article 26 of UU PPh.
Eligible Shareholderswhose countries have P3B or Tax Treaty with the Republic of Indonesia, will be subject to Income Tax at a lower rate only if the Eligible Shareholders meet the requirements stated in the Director General of Taxes Regulation No. PER-25/PJ/2018 dated November 21, 2018, on Procedures for P3B Implementation ("Perdir 2018"), and submit an SKD that is filled in correctly, completely, and clearly, as well as signed by the Eligible Shareholders (which approval can be replaced by an original Certificate of Residence in English) to KSEI, the Company, or the BAE (as applicable), no later than May 22, 2025, at 16.00 WIB. If up to the time limit (a) the Eligible Shareholders fail to meet the requirements in Perdir 2018; and/or (b) KSEI, the Company, or the BAE have not received the said documents, Eligible Shareholders will be subject to 20% Income Tax, in accordance with Article 26 of UU PPh.
For Eligible Shareholders whose shares are in script form, proof of dividend tax deduction (if any) can be obtained at the office of the Company’s BAE.
For Eligible Shareholders whose shares are registered in the collective custody of KSEI, proof of dividend tax deduction (if any) can be obtained at the offices of Securities Companies and/or the Custodian Banks where the Eligible Shareholders open their securities accounts.
South Tangerang, May 14, 2025
PT BFI Finance Indonesia Tbk
Boards of Directors