SUMMONS TO THE ANNUAL AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS PT BFI FINANCE INDONESIA Tbk (“the Company”)


The Board of Directors hereby invites Shareholders of the Company (“the Shareholders”) to attend the Annual General Meeting of Shareholders (“AGMS”) and the Extraordinary General Meeting of Shareholders (“EGMS”) which will be held on:

 

Date/Day                      :  Tuesday / May 25, 2021

Time                             :  14:00 p.m. – finish, Western Indonesia Time

Tempat                         :  BFI Tower, Sunburst CBD Lot 1.2

                                       Jl. Kapt Soebijanto Djojohadikusumo

                                       BSD City – South Tangerang                                                                                                                                                

Agenda of General Meeting of Shareholders is as follows:

  1. Annual General Meeting of Shareholders:
    1. The Company's Annual Report including the ratification of Financial Statements and Supervisory Report of the Board of Commissioners for the fiscal year 2020.

      Explanation:

      It is a routine agenda in the Company’s AGMS, in accordance with the Company’s Articles of Association, Company Law No. 40 of 2007 and regulations issued by Financial Services Authority (OJK Regulations).

      The Annual Report 2020 can be downloaded by https://www.bfi.co.id/en/corporate/Investor-Relations/Annual-Sustainability-Report.

    2. The stipulation of the use of the Company’s net profit for the fiscal year 2020.

      Explanation:

      It is a routine agenda in the Company’s AGMS, in accordance with the Company’s Articles of Association, Company Law No. 40 of 2007 and OJK Regulations.

      The Company will propose a dividend distribution for the financial year ending on December 31, 2020.

    3. Appointment of Public Accountant Office to audit the Company's Financial Statements for the fiscal year 2021.

      Explanation:

      It is a routine agenda in the Company’s AGMS, in accordance with the Company’s Articles of Association, Company Law No. 40 of 2007 and OJK Regulations.

      The Company will select a public accountant and / or public accounting firm in accordance with the criteria as stipulated in the prevailing laws and regulations which will audit the Company's financial statements for the financial year ending on 31 December 2021.

    4. Granting the power and authority to the Company’s Board of Commissioners to act on behalf of the General Meeting of Shareholders in terms of determining the distribution of duties and authorities of the Board of Directors as well as determining the remuneration for members of the Board of Directors and the Board of Commissioners.

      Explanation:

      It is a routine agenda in a Company’s AGMS, in accordance with the Company’s Articles of Association, Company Law No. 40 of 2007 and OJK Regulations.

      In accordance with Article 96 paragraph (1) of the Company Law, it is stated that the amount of salary and allowances for the Board of Directors is determined based on the resolution of the GMS and that authority based on Article 96 paragraph (2) can be delegated to the Board of Commissioners and based on Article 113 of the Company Law stipulates that the provisions regarding the amount of salary or honorarium and allowances for members of the Board of Commissioners are determined by the GMS.

    5. Report on the use of proceeds from the Company’s Public Offering.

      Explanation:

      It accordance with article 6 subsection (1) of the Financial Services Authority Regulation Number 30/POJK.04 /2015 concerning Realization Report of the Use of Proceeds from Public Offering.

      Approval is not required for this agenda because it is only a report on the Realization of the Use of Proceeds from the Public Offering.

  2. Extraordinary General Meeting of Shareholders:
    1. Approval to give authority to the Board of Directors to sell, pledge, transfer or discharge of all or more than 50% of the Company’s assets as debt security for banking facilities, loan channeling, bonds, asset backed securitization or other form of debts to institutions/individuals that provides funding to the Company needed in the normal course of business activities.

      Explanation:

      Approval in such agenda is in accordance with the Company’s Articles of Association, Company Law No. 40 of 2007 and OJK Regulations.

      Currently, almost all loans received by the Company from third parties include banking in the form of term loans, working capital loans, issuance of bonds and issuance of Medium Term Notes (MTN) as well as sales / transfer of receivables, channeling and joint financing. requires collateral, especially receivables and fixed assets owned by the Company.

      In accordance with the provisions in Article 15 paragraph 4 (a) of the Company's Articles of Association, to transfer the assets of the Company and / or guarantee more than 50% (fifty percent) of the total net assets of the Company in 1 (one) transaction or more, whether related to one another. other or not, which occurs within a period of 1 (one) financial year or more in the normal business activities of the Company, the approval of the GMS is required.

    2. Amendment in the composition of the Board of Directors and Board of Commissioners.

      Explanation:

      Amendment in the composition of Board of Directors and Commissioners is held in accordance with the Company’s Articles of Association and OJK Regulation.

      Based on articles 14 and 17 of the Company's Articles of Association, the Board of Directors and the Board of Commissioners are elected for a term of 5 years. The term of office of 2 members of the Board of Directors and 3 members of the Board of Commissioners who have served since 2016 will end, namely Mr. Francis Lay Sioe Ho as President Director, Mr. Sigit Hendra Gunawan as Director of the Company, Mr. Kusmayanto Kadiman as President Commissioner, Mr. Johanes Sutrisno and Mr. Alfonso Napitupulu respectively as Independent Commissioners.

      The company will propose to reappoint 2 members of the Board of Directors and 3 members of the Board of Commissioners according to their respective positions.

      In connection with the Decree of the Board of Directors of PT Bursa Efek Indonesia Number Kep-00183 / BEI / 12-2018 dated December 6, 2018 regarding Amendment to Rule Number IA concerning Registration of Shares and Equity Securities Other Than Shares Issued by Listed Companies where the Independent Director is no longer regulated, the position of Mr. Sigit Hendra Gunawan was appointed as Director.

      Furthermore, it was conveyed that Mrs. Emmy Yuhassarie as the Independent Commissioner of the Company passed away on December 11, 2020. Based on Article 17 paragraph (4d) of the Company's Articles of Association, the term of office of a member of the Commissioner automatically ends if the member of the Commissioner dies

 

NOTES:

  1. For the purposes of the Annual GMS and Extraordinary GMS, the Company does not send separate invitations to the Company's shareholders. This notice shall serve as the official invitation to the shareholders of the Company for the purposes of the AGMS and EGMS.
  2. In order to facilitate an orderly Meeting, the shareholders or their attorneys are kindly requested to arrive at the Meeting at the latest by 02:00 p.m. Western Indonesia Time. (The room is limited to 15 attendees and registration closes 30 minutes before the Meeting starts).
  3. The 2020 Annual Report of the Company and curriculum vitae of the Company's Commissioners are available on the Company's website (https://www.bfi.co.id). Shareholders can also obtain these documents, which will be available from the date of this notice until Tuesday, May 25, 2021 at 02:00 p.m. Western Indonesia Time by submitting a written request to the Company through email (corsec@bfi.co.id) to the Company.
  4. Shareholders who are entitled to attend or be represented at the AGMS and EGMS, are shareholders whose names are registered in the Register of Shareholders of the Company at the close of trading on the Stock Exchange on April 29, 2021 at 04:00 p.m. Western Indonesia Time.
  5. By prioritizing the principle of caution and vigilance towards the development of the latest conditions related to the Corona Virus Disease pandemic (“COVID-19”) and complying with the provisions contained in Government Regulation No. 21 of 2020 concerning Large-Scale Social Restrictions in the Framework of Accelerating the Handling of COVID-19, and referring to the OJK Regulation No. 15/POJK.04/2020 concerning Plan and Execution of General Meeting of Shareholders of Public Companies, the Company strongly encourages Shareholders to authorize their presence through the granting of power of attorney including voting and submitting questions with the following conditions:

    1. The Company prepares power of attorney to Shareholders, namely Conventional Power of Attorney which can be downloaded through the Company's website https://www.bfi.co.id/en/corporate/Investor-Relations/General-Meeting-of-Shareholders?t=1 or use e-proxy which can be accessed electronically via website of eASY.KSEI https://easy.ksei.co.id.

      1. Conventional Power of Attorney - power of attorney covering voting as well as questions on each agenda item of the AGMS and EGMS. Conventional authorization forms can be obtained during business hours at the Company's Securities Administration Bureau, PT Raya Saham Registra ("RSR"), via email rsrbae@registra.co.id, telephone number: (+62 21) 2525666, facsimile number (+62 21) 2525028, or Corporate Secretary, via e-mail corsec@bfi.co.id. The power of attorney that has been completed and signed along with the supporting documents can be sent in scanned copy via email to rsrbae@registra.co.id and corsec@bfi.co.id. The original power of attorney must be sent by registered mail to the Company's Securities Administration Bureau ("BAE"), namely PT Raya Saham Registra no later than May 24, 2020 at 12.00 p.m. Western Indonesia Time, with the following address:

         

        PT Raya Saham Registra

         Plaza Sentral Building 2nd Floor

        Jl. Jend. Sudirman 47-48

        Karet Semanggi

        Jakarta 12930

         

      2. Electronic Power of Attorney or e-Proxy that can be accessed through eASY.KSEI - a power of attorney system provided by PT Kustodian Sentral Efek Indonesia (“KSEI”) to facilitate and integrate power of attorney from scripless Shareholders whose shares are in KSEI's collective custody to their proxy electronically through the eASY.KSEI website (https://easy.ksei.co.id) no later than 1 (one) working day prior to the date of the AGMS and EGMS, namely on Monday, May 24, 2021 at 12:00 p.m. Western Indonesia Time.  Shareholders who will use eASY.KSEI can download the usage guidelines at the following link: https://www.ksei.co.id/data/download-data-and-user-guide.

    2. Directors, members of the Board of Commissioners or employees of the Company can act as the power of attorney of shareholders with conventional power of attorney in the AGMS and EGMS, but the votes issued as the power of attorney are not counted in the votes during the AGMS and EGMS.
  6.  

    1. Shareholders or their attorneys who will attend the meeting must present their official Identity Card ("KTP") or other valid proof of identity and deliver copies to the registry officials at the place of registration before entering the meeting room.

    2. Shareholders of the Company in the form of mandatory legal entities, must present a photocopy of the latest articles of association as well as a notarial deed concerning the appointment of members of the board of commissioners and directors or management who are still in office at the Meeting, to the registration officer at the registration place before entering the Meeting room.

    3. Shareholders whose shares are recorded in the collective custody at PT Kustodian Sentral Efek Indonesia ("KSEI"), or their proxies, are required to provide Written Confirmations for Meetings or KTUR to registration officers.

  7. One Share gives its holder the right to issue 1 (one) vote. If a shareholder has more than 1 (one) share, the vote issued applies to all of his/her shares.

 

PREVENTIVE MEASURES AGAINST THE SPREAD OF COVID-19 VIRUS

In accordance with the prevailing regulations and as preventive measure against the spread of COVID-19 virus:

  1. The Company will not provide any food and beverage as well as souvenir to shareholders and their attorneys who attend the meeting in person.
  2. Suggestion to Shareholders to Authorize a Power of Attorney to the Securities Administration Bureau of the Company

    The Company strongly encourages all Shareholders to authorize an independent party that has been appointed by the Company to represent Shareholders to attend and vote at the Meeting. The independent party that has been appointed by the Company is the Company's Securities Administration Bureau, PT Raya Saham Registra ("RSR").

    The guidance in granting the power attorney to RSR through E-Proxy is as follows:

    1. For individual shareholders who are Indonesian citizens

      1. A Shareholder who wishes to authorized the power of attorney must:

        1. Have a Single Investor Identification number (SID Number). Checking the SID Number can be done by contacting the securities company or custodian bank of each shareholder; and

        2. Registering/activating eASY.KSEI account through https://akses.ksei.co.id.

      2. Login into eASY.KSEI system through https://akses.ksei.co.id. Then click 'Login'.

      3. Insert email and password, then click ‘Login’.

      4. Select ‘Operation of Shareholder’ menu.

      5. At ‘General Meeting’ section, select ‘BFI Finance Indonesia, Tbk., PT (BFIN) – Annual General Meeting’.

      6. Click ‘Select Attendance Type’.

      7. Click ‘My authorized representative will attend’.

      8. At ‘Representative Type’ section, select ‘Independent Representative, then select one of the names listed in the ‘Select Independent Rep’. Then click ‘Next’.

      9. Click ‘OK’ and the shareholders will be directed to ‘Vote Preference Declaration’.

      10. Select one of the following ‘Accept’, ‘Reject’, or ‘Abstain’ for each Meeting agenda.

      11. If the shareholders have input their votes for all agendas, then click ‘Save’.

      12. Click ‘OK’ to confirm that voting process has been successfully carried out.

      13. The Shareholder may click ‘Log Out’ to exit eASY.KSEI system.

        Shareholders who wish to authorize through E-Proxy must complete the above process no later than Monday, May 24, 2021 at 12:00 p.m. Western Indonesia Time.

    2. For shareholders who are (i) individuals of foreign nationality and (ii) in the form of legal entities (Indonesian and foreign)

      Shareholders are strongly encouraged to give power of attorney to the securities company or custodian bank of each shareholder, then the securities company or custodian bank will authorize the RSR through E-Proxy.

  3. Shareholders or their attorneys that will remain physically present at the Meeting must follow and pass the security and health protocols which will be strictly enforced by the Company, as follows:

    1. Requirement to wear mask at all times within the building area where the Meeting is held and during the Meeting;

    2. Must follow the health inspection procedures (including body temperature checks, etc.), which will be carried out by the Company's building management;

    3. At the time of registration, it is compulsory to submit a health declaration form containing health and travel information. The health declaration form can be downloaded at: https://www.bfi.co.id/en/corporate/Investor-Relations/General-Meeting-of-Shareholders?t=1;

    4. Must implement physical distancing policy according to the direction of the Company and the management of the building where the Meeting is held; and

    5. Must immediately leave the building where the Meeting is held as soon as the Meeting is completed.   

  4. The Shareholders or their attorneys who are unfit (in particular those who have COVID-19 symptoms (such as cough, fever, and/or flu, etc.)) will not be permitted to attend the Meeting.
  5. The Company has the right to prohibit Shareholders or their attorneys to attending or be present at the Meeting room and/or building where the Meeting is held in the event that the Shareholders or their attorneys do not comply with the foregoing safety and health protocols as described above.
  6. The Company will re-announce if there is any change and/or addition of information in preventing the  spread of COVID-19

 

South Tangerang, 30 April 2021

                                                                                          Board of Directors