Summons To The Annual And Extraordinary General Meeting Of Shareholders 2019

06 May 2019

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 (“AGM”) and the Extraordinary General Meeting of Shareholders (“EGM”) which will be held on:
 

Day and Date

Tuesday, 28th May 2019

Time

1:00 p.m

Venue

:

The Dharmawangsa, Nusantara Ballroom, Jalan Brawijaya Raya No. 26,
Kebayoran Baru, South Jakarta

Agenda of General Meeting of Shareholders is as follows:

 

I.  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 2018.
    Explanation:
    It is a routine agenda in a Company’s Annual General Meeting. This is in accordance with the Company’s Article of Association, Company Law No. 40 of 2007 and regulations issued by Financial Services Authority (OJK Regulations).

  2. The stipulation of the use of the Company’s net profit for the fiscal year 2018.
    Explanation:
    It is a routine agenda in a Company’s Annual General Meeting. This is in accordance with the Company’s Article of Association, Company Law No. 40 of 2007 and OJK Regulations.

  3. Appointment of Public Accountant Office to audit the Company's Financial Statements for the fiscal year 2019.
    Explanation:
    It is a routine agenda in a Company’s Annual General Meeting. This is in accordance with the Company’s Article of Association, Company Law No. 40 of 2007 and OJK Regulations.

  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 Annual General Meeting. This is in accordance with the Company’s Article of Association, Company Law No. 40 of 2007 and OJK Regulations.

  5. Realization Report of the use of public offering
    Explanation:
    In accordance with article 6 subsection (1) of OJK Regulation No. 30 /POJK.04/2016 concerning Realization Report of the use of public offering proceeds, public company is obliged to be responsible for Realization Report of the use of public offering proceeds in every AGM till all funds of public offering have been realized.

  6. Adjustment of the Company's Articles of Association
    Explanation:
    A change in Article 3 of the Articles of Association of the Company concerning the Purpose and Objectives and Business Activities to be adjusted according to the 2017 Standard Classification of Indonesian Business Fields based on Government Regulation No. 24 of 2018 concerning Business Licensing Services Integrated Electronically

 

II.  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 Article of Association, Company Law No. 40 of 2007 and OJK Regulations.

  2. Amendment in the composition of the Company’s Board of Directors and or Board of Commissioners.
    Explanation:
    Amendment in the Composition of Company’s Board of Directors and Board of Commissioners is held in accordance with Company’s Article of Association and OJK Regulation No. 33/POJK.04/2004 concerning Board of Directors and Board of Commissioners’ Issuers or Public Company

 

NOTES:

  1. The Company shall not send specific invitations to each shareholder since this announcement constitutes an official invitation which is in accordance with the provision of article 13 subsection 1 and 3 OJK Regulation No. 32/POJK.04/2014 concerning the Planning and Implementation of the General Meeting of Shareholders for Public Companies jo OJK Regulation No. 10/POJK.04/2017 concerning Changes to the OJK Regulation No. 32/POJK.04/2014 concerning the Planning and Implementation of the General Meeting of Shareholders for Public Companies.

  2. Parties eligible to attend or be represented in the Meeting are Shareholders whose names are recorded in the Company's Register of Shareholders, for both share certificates and shares which are in collective custody with PT Kustodian Sentral Efek Indonesia (KSEI) as of 3rd May 2019 until 16:00 Western Indonesia Standard Time (WIB).

  3. As for shares of the Company which are not yet in collective custody, the Shareholders or their authorized proxies present at the Meeting will be required to show their original Collective Certificates or to submit copies thereof as well as copies of Resident Identity Card (KTP) or any other acceptable ID cards and copies of Tax Identity (NPWP) to the relevant officer of the Company prior to being allowed to enter the Meeting room. As for the Company's shares which are recorded in collective custody, Holders of Securities Accounts or their authorized proxies will be required to show their Written Confirmation to Attend the General Meeting of Shareholders (KTUR) which may be obtained from Stock Exchange Members or Custodian Bank.

    1. Any Shareholder who is unable to attend, may be represented by his authorized proxy which must be equipped with a valid power of attorney, provided, however, that members of the Company's Board of Directors and the Company's Employees may act as proxies but their votes will not be counted, and in respect of Shareholders which are domiciled overseas, any power of attorney issued by them must be certified by the Notary and the relevant Embassy of the Republic of Indonesia.
    2. The form of Power of Attorney may be obtained during normal business hours at the office of the Company's Registrar, PT Sirca Datapro Perdana, Jalan Johar No. 18, Menteng, Jakarta 10340.
  4. The Company’s balance sheet and income statements for the fiscal year ended on 31 December 2018 are available for Shareholders’ inspection at the Company's Head Office commencing  6th May 2019
  5. To allow orderliness and for the smooth running of the Meeting, Shareholders or their authorized proxies are expected to arrive at the Venue at the latest 30 minutes prior to the commencement of the Meeting.

 

             South Tangerang, 6th May 2019

                         Board of Directors

 


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