Announcement of Resolutions of The Annual and The Extraordinary General Meetings of Shareholders 29 June 2020

30 Jun 2020

PT BFI FINANCE INDONESIA Tbk
Domiciled in South Tangerang

(“Company”)

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 Monday, June 29, 2020, at BFI Tower, Sunburst CBD Lot 1.2, Jalan Kapt. Soebijanto Djojohadikusumo, BSD City – South Tangerang.

The AGMS and EGMS were held in the Coronavirus Disease Health Emergency Situation to promote the precautionary principle by limiting the number of attendance at the Meetings; both the Company’s shareholders, invitees and management (Board of Directors, Board of Commissioners and Sharia Supervisory Board); but remained paying attention to the applicable laws and regulations. The Company's management, shareholders and invitees who were absent could participate through the zoom application.

The Summary of the Minutes of each Meeting are as follows:

  1. 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:

Kusmayanto Kadiman

President Commissioner

Sunata Tjiterosampurno

Commissioner


Board of Directors:

Francis Lay Sioe Ho

President Director 

Sudjono

Director

Sutadi

Director

 

  1. Quorum of the Attending Shareholders
  • The AGMS was attended by shareholders and/or their proxies representing 11,776,647,109 shares or 78.698% of the total 14,964,383,620 shares after reduced by the shares held by the Company through stock buyback amounting to 1,002,732,000 shares (Treasury Stock);
  • The EGMS was attended by shareholders and/or their proxies representing of 11,786,387,139 shares or 78.763% of the total 14,964,383,620 shares after reduced by the shares held by the Company through stock buyback amounting to 1,002,732,000 shares (Treasury Stock).

Each was in accordance with the Register of the Company Shareholders as of June 4, 2020, at 16:00 hours Western Indonesia Time (Waktu Indonesia Barat or “WIB”). 

 

  1. Opportunity of Question and Answer

In both the AGMS and EGMS, in each agenda, the shareholders present were given the opportunity to raise questions and/or express their opinion regarding the matter being discussed (except in the Second Agenda of the EGMS, there was no question-and-answer session due to the fact that it was only a report), but no one raised any question or expressed their opinion. There was one question or opinion raised by a shareholder and/or the proxy who attended the AGMS.

 

  1. Mechanism of the Resolutions Adoption

The decision in each agenda of the AGMS and EGMS was taken by voting, except in the Second Agenda of the EGMS, there was no decision making due to the fact that it was only a report.

 

  1. Resolutions of the AGMS

Resolutions of the First Agenda:

  1. To accept and approve the Company Annual Report for fiscal year ended December 31, 2019, including Financial Statements and Supervisory Report of the Company’s Board of Commissioners;
  2. To accept and ratify the Company Financial Statements for fiscal year ended December 31, 2019, as audited by the Public Accountant Firm “Tanubrata Sutanto Fahmi Bambang & Rekan” whose Report Number: 00058/2.1068/AU.1/09/1042-2/1/II/2020 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 fiscal year 2019, provided that such actions are reflected in the Company Annual Report for fiscal year 2019 and not in conflict with statutory regulations.

Basis for the Resolutions Reached in the First Agenda:

Votes: Affirmative – 11,776,647,109 (100%); Abstain – 0 (0%); Objection – 0 (0%).

Resolutions of the Second Agenda: 

  1. To set aside the amount of Rp5,000,000,000 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 Company Law No. 40 of 2007.
  2. To distribute as final cash dividends of Rp12 per share of the Company's net profit. The final cash dividends will be distributed to the Company shareholders listed in the Register of the Company Shareholders on July 9, 2020, at 16:00 WIB and will be paid to the Company shareholders on July 29, 2020.
  3. To balance of 2019 net profit will be booked as Retained Earnings to strengthen the Company capital.
  4. To give power and authority 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, one way or another without any exception.

Basis for the Resolutions Reached in the Second Agenda:

Votes: Affirmative – 11,733,253,209 (99.632%); Abstain – 43,393,900 (0.368%); Objection – 0 (0%).

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 Financial Statements for fiscal year ended December 31, 2020, 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 – 11,693,253,209 (99.292%); Abstain – 0 (0%); Objection – 83,393,900 (0.708%).

Resolutions of the Fourth Agenda: 

  1. To establish the remuneration of the Board of Commissioners with the total amount of Rp372,500,000 per month after tax for fiscal year 2020 and to give tantieme for fiscal year 2019 amounting to Rp3,250,000,000.
  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 fiscal year 2020.
  3. 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 members of the Board of Directors.

Basis for the Resolutions Reached in the Fourth Agenda:

Votes: Affirmative – 11,776,647,109 (100%); Abstain – 0 (0%); Objection – 0 (0%).

 

  1. Resolutions of the EGMS

Resolutions of the First Agenda: 

  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 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 and to earn other form of debts from various funding sources needed for the Company’s normal course of business activities, by taking into account the terms and conditions of the legislation in force, particularly the Capital Market regulations.

Basis for the Resolutions Reached in the First Agenda:

Votes: Affirmative – 11,002,447,351 (93.349%); Abstain – 0 (0%); Objection – 783,939,788 (6.651%).

Resolution of the Second Agenda:

Report or explanation regarding the Ratification of the Settlement Agreement have been submitted to the shareholders.

Basis for the Resolution Reached in the Second Agenda:

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

Resolutions of the Third Agenda:

  1. To approve the reappointment of Sunata Tjiterosampurno and Dominic John Picone respectively as Commissioners, as of the closing of this Meeting for a period of five years in accordance with the provisions in the Company’s Articles of Association.


    Thus, the compositions of the Company’s Board of Commissioners and Board of Directors 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 


  2. To grant power and authority to the Company’s Board of Directors with substitution rights to declare changes to the members of the Board of Directors and 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 Third Agenda:

Votes: Affirmative – 10,790,080,051 (91.547%); Abstain – 0 (0%); Objection – 996,307,088 (8.453%).

Resolutions of the Fourth Agenda:

  1. To approve the amendment of several provisions in the Company's Articles of Association, among others, in accordance with OJK Regulation Number 15/POJK.04/2020 on the Plan and Execution of General Meeting of Shareholders of Public Companies.
  2. To provide power and authority to the Company's Board of Directors with substitution rights to declare and/or reorganize in a notarial deed (including making amendments and/or additions) in connection with the amendment to the Company’s Articles of Association, submit requests for approval and/or notification to the competent authority, and hence also has the right to sign documents and other application documents, in short, to take all necessary measures in accordance with the provisions of the Articles of Association and applicable laws and regulations.

Basis for the Resolutions Reached in the Fourth Agenda:

Votes: Affirmative – 10,790,080,051 (91.547%); Abstain – 0 (0%); Objection – 996,307,088 (8.453%).

With respect to the distribution of cash dividends for fiscal year 2019, the distribution schedule of cash dividends for fiscal year 2019 is as follows:

A. Schedule of Cash Dividends Distribution

No.

Keterangan

TANGGAL

1.

General Meeting of Shareholders (GMOS)

June 29, 2020

2.

Notification of dividend distribution to OJK and IDX

June 30, 2020

3.

Announcement on IDX, Advertisements of GMOS Resolutions and Schedule of Dividend Distribution in newspapers

July 1, 2020

4.

Cum dividends on the regular and negotiation markets

July 7, 2020

5.

Ex-dividends on the regular and negotiation markets

July 8, 2020

6.

Cum dividends on the cash market

July 9, 2020

7.

Ex-dividends on the cash market

July 10, 2020

8.

Recording date for dividends 

July 9, 2020

9.

Payment of dividends

July 29, 2020

 

B. Procedures of Cash Dividends Distribution

  1. Payment of Cash Dividends will be conducted to Shareholders whose names are listed on the Register of the Company Shareholders dated July 9, 2020, at 16:00 WIB.
  2. As for Shareholders whose shares are registered in the collective custody of Indonesian Central Securities Depository (“KSEI”), the Company will pay Cash Dividends through KSEI to the accounts of KSEI Account Holders and the Company 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 Dividends 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 Rp6,000 stamp duty, which must be received by July 9, 2020, at 16:00 WIB, addressed to the Company’s Registrar (“BAE”):           

PT Raya Saham Registra
Plaza Sentral Building 2nd Floor
Jl. Jend. Sudirman 47-48, Karet Semanggi, Jakarta 12930

  1. The payable Cash Dividends will be subject to tax in accordance with Indonesian tax regulations.
  2. As for Shareholders of Domestic Corporate Taxpayers in the form of legal entity that have not delivered their Taxpayers Identification Number (“NPWP”), they are required to deliver the NPWP to KSEI or BAE on July 9, 2020, at the latest, at 16:00 WIB. In case the NPWP is non-existent, Cash Dividends paid to 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 Raya Saham Registra
    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 July 9, 2020, at the latest, at 16:00 WIB or in accordance with the provisions set up by KSEI for shares in collective custody. In case the Domicile Certificate is non-existent, Cash Dividends paid to foreign Shareholders will be subject to 20% (twenty percent) tax deduction..

 

            South Tangerang, June 30, 2020

                         PT BFI Finance Indonesia Tbk
                         Board of Directors

 


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