Announcement of Resolutions of The Annual and The Extraordinary General Meetings of Shareholders 28 May 2019

31 May 2019

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, 28th May 2019, The Dharmawangsa, Nusantara 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


Board of Directors

Francis Lay Sioe Ho

President Director 

Sudjono

Director 

Sutadi

Director 

Sigit Hendra Gunawan

Independent Director

Andrew Adiwijanto

Director 


Sharia Supervisory Board’s

Asrori S. Karni

Chairman

Helda Rahmi Sina

Member

 

  1. Quorum of the Attending Shareholders
  • The Annual GMOS was attended by shareholders and/or their proxies representing 11.451.669.579 shares or 76.53% 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);
  • The Extraordinary GMOS was attended by shareholders and/or their proxies representing of 13.361.432.515 shares or 89,29% 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 May 3rd, 2019, at 16:00 hours West Indonesia Time.

 

  1. Opportunity of Question and Answer

In the Annual GMOS and the Extraordinary GMOS, in each agenda, the shareholders who were present had been given opportunities to raise questions and/or opinion regarding the matter being discussed (except in the Fifth Agenda of the Annual GMOS, there was no question-and-answer session because it was only a report), but there was no one raising questions or opinions.

 

  1. Mechanism of the Resolutions Adoption

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

 

  1. Resolutions of the Annual GMOS

Resolutions of the First Agenda:

  1. To accept and approve the Company’s Annual Report for the financial year ended December 31, 2018, 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 December 31, 2018, as audited by the Public Accountants “Tanubrata Sutanto Fahmi Bambang & Rekan” whose Report Number: 00078/2.1068/AU.1/09/1042-1/1/II/2019 expressed “Present Fairly” opinion, thus granting release and discharge (acquit et de charge) to the Company’s Board of Directors and Board of Commissioners in relation to their duties of management and supervision conducted during the financial year of 2018, provided that such actions are reflected in the Company’s Financial Statements for the financial year 2018.

Basis for the Resolutions Reached in the First Agenda:

Votes: Affirmative – 11.444.161.976 (99,93%); Abstain - 0 (0%); Objection - 7.507.600 (0,07%).

Resolutions of the Second Agenda:

  1. To distribute as cash dividend of Rp49,00 per share of the net profit of the Company. The final cash dividend will be distributed to shareholders registered in the Register of shareholders of the Company on May 17th, 2019 at 16:00 hours West Indonesia Time and will be paid to the shareholders of the Company on June 28th, 2019.
  2. To set aside the amount of Rp13,693,000,000,00 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 2018 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 – 11.427.880.776 (99,79%); Abstain - 0 (0%); Objection - 23.788.8000 (0,21%).

Resolutions 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 Otoritas Jasa Keuangan to audit the Company’s Financial Statements for the financial year ended December 31, 2019, 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 Resolutions Reached in the Third Agenda:

Votes: Affirmative – 11.372.298.776 (99,31%); Abstain - 16.281.200  (0,14%); Objection - 63.089.600 (0,55%).

Resolutions of the Fourth Agenda:

  1. To establish the remuneration of the Board of Commissioners with the total amount of Rp363,100,000 per month after tax for the fiscal year of 2019 and to give tantiem for the fiscal year of 2018 amounting to Rp3,125,000,000.
  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 the fiscal year of 2019.
  3. To approve the provision of power and authority to the Board of Commissioners 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 - 11.427.880.776 (99,79%); Abstain - 0 (0%); Objection - 23.788.800 (0,21%).

Resolutions of the Fifth Agenda:

The report to the shareholders or their proxies is as follows:  Realization of proceeds use of the Public Offering of Obligasi Berkelanjutan IV BFI Finance Indonesia Tahap I Tahun 2018, the Public Offering of Obligasi Berkelanjutan IV BFI Finance Indonesia Tahap II Tahun 2019 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:

Due to the fact that the Fifth Agenda is only a report, there was no question-and-answer session as well as decision-making.

Resolutions of the Sixth Agenda:

  1. Approval to amend article 3 of the Company's Articles of Association concerning the Purpose and Objectives and Business Activities to fulfill the requirements of Government Regulation No. 24 of 2018 concerning Electronic Integrated Business Licensing Services and with due regard to the provisions of legislation governing the Company's business activities, specifically the Financial Services Authority regulation No. 35 / POJK.05 / 2018.
  2. Providing power and authority to the Company's Board of Directors with substitution rights to declare and reorganize in a Notary deed (including making amendments and / or additions) in connection with the amendment to the Articles of Association of the Company, submit requests for approval and notification to the competent authority, and hence also has the right to sign documents and other application documents, in short, take all necessary measures in accordance with the provisions of the Articles of Association and the applicable laws and regulations.

Basis for the Resolutions Reached in the Fourth Agenda:

Votes: Affirmative - 10.372.662.451 (90,58%); Abstain - 0 (0%); Objection - 1.079.007.125 (9,42%).

 

  1. Resolutions of the Extraordinary GMOS
  1. Approval to transfer and/or pledge more than 50% of the Company’s assets, in one or more transaction(s), whether in relation to one another or separate in the period of one financial year or more, for the issuance of Bonds, Medium Term Notes (MTN) and other types of borrowings, banking facilities, securitization and to earn other form of debts from various funding sources needed for the Company’s 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 - 12.306.144.190 (92,10%); Abstain - 0 (0%); Objection - 1.055.288.325 (7,90%).

Resolutions of the Second Agenda:

  1. To approve the reappointment of Mr. Sudjono and Mr. Sutadi respectively as Directors, as of the closing of this Meeting for a period of 5 (five years) in accordance with the provisions in the Articles of Association of the Company.
    Thus, the composition of the Board of Commissioners and Directors of the Company as of the closing of this Meeting are as follows:

Board of Commissioners

President Commissioner

Kusmayanto Kadiman

Independent Commissioner

Johanes Sutrisno

Independent Commissioner

Emmy Yuhassarie 

Independent Commissioner

Alfonso Napitupulu

Commissioner

Dominic John Picone

Commissioner

Sunata Tjiterosampurno

Commissioner

Cornellius Henry Kho

Board of Directors

President Director

Francis Lay Sioe Ho

Director

Sudjono

Director

Sutadi

Director

Andrew Adiwijanto

Independent Director

Sigit Hendra Gunawan

 

  1. To grant power and authority to the Company’s Board of Directors with substitution right to declare changes to the members of the Board of Directors and the Board of Commissioners in a separate notarial deed and arrange notification and registration to relevant authorities, as well as perform all necessary actions in accordance with the prevailing legislation in connection with the Meeting agenda resolution.

Basis for the Resolutions Reached in the Second Agenda:

Votes:  Affirmative - 11.910.372.090 (89,14%); Abstain - 0 (0%); Objection  - 1.451.060.425 (10,86 %).

With respect to the distribution of cash dividend for the fiscal year of 2018, the distribution schedule of cash dividend for the fiscal year of 2018 is as follows.

 

A. Schedule of Cash Dividend Distribution

No.

Description

Date

1.

General Meeting of Shareholders (GMOS)

May 28th, 2019

2.

Submission of the Summary of GMOS Minutes to OJK and IDX

May 29th, 2019

3.

Announcement at IDX, Advertisements of GMOS Results and the Schedule of Dividend Payout in newspapers

May 31th, 2019

4.

Cum Cash Dividend at the Regular Market and Negotiation

June 13th, 2019

5.

Ex-Cash Dividend at the Regular Market and Negotiation

 June 14th, 2019

6.

Cum Cash Dividend at the Cash Market

June 17th, 2019

7.

Ex-Cash Dividend at the Cash Market

June 18th, 2019

8.

Recording date for Cash Dividend

June 17th, 2019

9.

Payment of Cash Dividend

 June 28th, 2019

 

B. Procedures of Cash Dividend Distribution

  1. Payment of Cash Dividend will be conducted to Shareholders whose names are listed on the Register of the Company’s Shareholders dated June 17th, 2019, 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, which must be received on June 17th, 2019, 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 

  1. The payable Cash Dividend will be subject to tax in accordance with the Indonesian tax regulations.
  2. 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 June 17th, 2019, 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.
  3. 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 June 17th, 2019, 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, 31st May 2019

                         PT BFI Finance Indonesia Tbk
                         Direksi

 


Back to list >