Announcement of Resolutions of The Annual and The Extraordinary General Meetings of Shareholders 17 April 2018

19 Apr 2018

PT BFI FINANCE INDONESIA Tbk
Domiciled in South Tangerang
(“Company”)

 

ANNOUNCEMENT OF RESOLUTIONS OF THE ANNUAL AND THE EXTRAORDINARY
GENERAL MEETINGS OF SHAREHOLDERS

 

The Annual General Meeting of Shareholders (“Annual GMOS”) and the Extraordinary General Meeting of Shareholders (“Extraordinary GMOS”) of the Company were convened on Tuesday, 17 April 2018, Dharmawangsa Hotel, Bimasena Room, Jalan Brawijaya Raya No. 26, South Jakarta, and the Extract of the Minutes of each meeting are as follows:

 

  1. Attending Members of the Board of Commissioners, the Board of Directors, and Sharia Supervisory Board of the Company

The Annual GMOS and the Extraordinary GMOS were attended by the Company’s Board of Commissioners and Board of Directors:


Board of Commissioners

Kusmayanto Kadiman

President Commissioner

Johanes Sutrisno

Independent Commissioner

Alfonso Napitupulu

Independent Commissioner 

Emmy Yuhassarie

Independent Commissioner 

Sunata Tjiterosampurno

Commissioner

Cornellius Henry Kho

Commissioner


Board of Directors

Francis Lay Sioe Ho

President Director

Sudjono

Director 

Sigit Hendra Gunawan

Independent Director

Andrew Adiwijanto

Director


Sharia Supervisory Board’s

Asrori S. Karni

Chairman

Rahmi Sina

Member

 

  1. Quorum of the Attending Shareholders
  • Annual GMOS was attended by shareholders and/or their proxies representing 13.245.774.030   shares or 88,52%  of the total 14.964.383.620  shares after reduced by the shares held by the Company itself in the amount of 1.002.732.000 shares (Treasury Stock);

  • Extraordinary GMOS was attended by shareholders and/or their proxies representing  of 13.245.774.030   shares or 88,52%  of the total 14.964.383.620  shares after reduced by the shares held by the Company itself in the amount of 1.002.732.000 shares (Treasury Stock);

Each was in accordance with the Company’s Register of Shareholders as of 22 March 2018 at 16:00 hours West Indonesia Time.

 

  1. Opportunity of Question and Answer

In the Annual GMOS and Extraordinary GMOS, in each agenda, the shareholders who were present had been given opportunities to ask questions and/or opinion regarding the matter that was discussed (except in the fifth agenda of the Annual GMOS, there was no question and answer sessions because it was only report), but there was no one rising questions or opinions.

 

  1. Mechanism of the Resolutions Adoption

The decision in each agenda of Annual GMOS and Extraordinary GMOS was taken by voting except in the fifth agenda of the Annual General Meeting of Shareholders, there was no decision-making that was done because it was only a report.

 

  1. Resolutions of the Annual GMOS

Resolutions in the First Agenda:

  1. To accept and approve the Company’s Annual Report for the financial year ended 31 December 2017, including the Financial Statements and the Supervisory Report from the Company’s Board of Commissioners;
  2. To accept and ratify the Company’s Financial Statements for the financial year ended 31 December 2017 as audited by the Public Accountants “Tanubrata Sutanto Fahmi & Rekan” whose Report Number: 160/2.B008/FH.1/12.17 expressed “Unqualified” opinion, thus granting release and discharge (acquit et de charge) to the Company’s Board of Directors and the Board of Commissioners in relation to their duties of management and supervision conducted during the financial year of 2017, provided that such actions are reflected in the Company’s Financial Statements for the financial year 2017.

Basis for the Resolutions Reached in the First Agenda:

Votes: Affirmative – 13.245.774.030 (100%); Abstain - 0 (0%); Objection - 0 (0%).

Resolutions in the Second Agenda:

  1. To distribute as cash dividend of Rp39,00 of the net profit of the Company. Number of final cash dividend to be distributed is Rp16,00 after it is calculated by interim cash dividend of Rp23,00 per share which had been distributed to the shareholders on December 18, 2017. The final cash dividend will be distributed to shareholders registered in the Register of shareholders of the Company on 27 April, 2018 at 16:00 p.m. and will be paid to the shareholders of the Company on May 18, 2018.
  2. To set aside the amount of Rp13.574.000.000,00 as mandatory reserves, pursuant to the Company’s Articles of Association and Law No. 40 Year 2007 on Limited Liability Company.
  3. The balance of 2017 net profit will be booked as Retained Earnings to strengthen the Company’s capital.
  4. To give power and authority to the Board of Directors of the Company with the right of substitution to execute the utilization of net profit as mentioned above, including to set up the schedule and procedures of the distribution of cash dividend to the shareholders of the Company and, in relation to such, to authorize the Board of Directors of the Company to attend and meet the authorities, one way or another without any exception.

Basis for the Resolutions Reached in the Second Agenda:

Votes: Affirmative - 13.231.492.830 (99,892%); Abstain - 0 (0%); Objection - 14.281.200 (0,108%).

Resolution in the Third Agenda:

To authorize the Company’s Board of Commissioners to appoint a Public Accountant registered with the Financial Services Authority to audit the Company’s Financial Statements for the financial year ended 31 December 2018 and to authorize the Company’s Board of Commissioners to determine the amount of honorarium and other requirements relating to the appointment of the Public Accountant.

Basis for the Resolution Reached in the Third Agenda:

Votes: Affirmative - 13.181.492.830 (99,515%); Abstain - 14.281.200 (0,108%); Objection - 50.000.000 (0,377%).

Resolutions in the Fourth Agenda:

  1. To establish the remuneration of the Board of Commissioners with the total amount of Rp344.100.000,00 per month after tax for 2018 increase from the previous year and to give tantiem for 2017 amounting to Rp2.882.000.000,00.
  2. 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 2018.
  3. To approve the provision of power and authority to the Board of Commissioners Meeting in determining the division of duties and authority to each member of the Board of Directors as well as to determine the remuneration for members of the Board of Directors.

Basis for the Resolutions Reached in the Fourth Agenda:

Votes: Affirmative - 13.231.492.830 (99,892%); Abstain - 0 (0%); Objection - 14.281.200 (0,108%).

Resolutions in the Fifth Agenda:

The report to the shareholders or or their proxies is as follows:  Realization of proceeds use of Public Offering of Sustainable Bond III of BFI Finance Indonesia Phase III in 2017 and Public Offering of Sustainable Bond III of BFI Finance Indonesia Phase IV in 2018 after deducting by issuance costs have been used for working capital in accordance with the plan of fund utilization set out in the Prospectus.

Basis for the Resolution Reached in the Fifth Agenda:

Because the fifth agenda is only a report, so there will be no question and answer sessions or decision-making.

 

  1. Resolutions of the Extraordinary GMOS

Resolutions in the First Agenda:

  1. Approval to transfer and/or pledge more than 50% of the Company’s assets, in 1 (one) or more transaction(s), whether in relation to one another or separate, for the issuance of bonds, banking facilities, securitization or other form of debts needed for the normal course of business activities.
  2. Approval to give power and authority to the Company’s Board of Directors to perform the above actions, including the issuance of Bonds, Medium Term Notes (MTN) and other type of borrowings, banking facilities, securitization as well as to earn other form of debts from various funding sources needed for the Company’s normal course of business activities, with regard to the terms and provisions of the legislation in force, particularly the Capital Market regulations.

Basis for the Resolutions Reached in the First Agenda:

Votes: Affirmative – 12.618.740.680 (95,266%); Abstain - 0 (0%); Objection – 627.033.350 (4,734%)
With respect to the distribution of cash dividend for the fiscal year of 2017, the distribution schedule of cash dividend for the fiscal year of 2017 is as follows:

 

A. Schedule of Cash Dividend Distribution

No.

Description

Date

1.

The Annual General Meeting of Shareholders

17 April 2018

2.

The report of distribution schedule of Cash Dividend to OJK and IDX

18 April 2018

3.

Announcement at IDX and notification advertisement in the newspapers with regard the distribution of Cash Dividend

19 April 2018

4.

Cum Cash Dividend at the Regular Market and Negotiation

24 April 2018

5.

Ex-Cash Dividend at the Regular Market and Negotiation

25 April 2018

6.

Cum Cash Dividend at the Cash Market

27 April 2018

7.

Ex-Cash Dividend at the Cash Market

30 April 2018

8.

Recording date for Cash Dividend

27 April 2018

9.

Payment of Cash Dividend

18 May 2018

 

B. Procedures of Cash Dividend Distribution

  1. Payment of Cash Dividend will be conducted to the Shareholders whose names are listed on the Register of the Company’s Shareholders dated 27 April 2018, at 16:00 hours West Indonesia Time.
  2. As for Shareholders whose shares are registered in the collective custody of Indonesian Central Securities Depository (“KSEI”), the Company will pay Cash Dividend through KSEI to the accounts of KSEI Account Holders and the Company’s Shareholders shall receive the payment from the Account Holders.
  3. Shareholders who still have their shares in letters (physical form) and wish to have the Cash Dividend payment transferred to their bank accounts, are able to inform their bank’s name and address as well as the Shareholders’ own account numbers, with copy of ID with the same address used for the Register of Shareholders and copy of Taxpayers Identity Number (“NPWP”) by letter with stamp duty of Rp6,000,00 which must be received on 27 April 2018 at 16:00 hours West Indonesia Time, addressed to the Company’s Registrar (“BAE”):

    PT Sirca Datapro Perdana
    Jalan Johar No. 18, Menteng, Jakarta 10340
    Phone : (021) 390-0645, 390-5920
     
  4. The payable Cash Dividend will be subject to tax in accordance with the Indonesian tax regulations.
  5. As for Shareholders of Domestic Corporate Taxpayers in the form of legal entity that have not delivered the Taxpayers Identification Number (“NPWP”) , they are required to deliver the NPWP to KSEI or BAE on 27 April 2018 at the latest, at 16:00 hours West Indonesia Time. In case of NPWP is non-existent, Cash Dividend paid to the Domestic Corporate Taxpayers will be subject to 30% (thirty percent) Income Tax.
  6. As for foreign Shareholders who are Foreign Taxpayers, the tax deduction shall be adapted to the Tax Regulations in force. Foreign Taxpayers are required to send/submit their original Domicile Certificate as follows:
    1. Shareholders who still have their shares in letters (physical form) are required to send their original Domicile Certificate to PT Sirca Datapro Perdana.
    2. For Shareholders whose shares are registered in the collective custody of KSEI, they are required to send their Domicile Certificate to KSEI through the participant appointed by each Shareholder.
    3. Original Domicile Certificate must be received by KSEI or BAE on 27 April 2018 at the latest, at 16:00 hours West Indonesia Time or in accordance with the provisions set up by KSEI for shares in collective custody. In case of Domicile Certificate is non-existent, Cash Dividend paid to foreign Shareholders will be subject to 20% (twenty percent) tax deduction.

 

             South Tangerang, 19 April 2018

                         PT BFI Finance Indonesia Tbk
                         The Board of Directors

 


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