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 Wednesday, 25 April 2016, 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 and the Board of Directors 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

Board of Directors

2. Quorum of the Attending Shareholders

• Annual GMOS was attended by shareholders and/or their proxies representing 1,303,876,733 shares or 85.43% of the total 1,526,286,762 shares which is the result of a reduction of the total number of shares issued and fully paid which at that time; in the amount of 1,565,959,562 shares reduced by the shares held by the Company itself in the amount of 39,672,800 shares;
• Extraordinary GMOS was attended by shareholders and/or their proxies representing of 1,303,876,733 shares or 85.43% of the total 1,526,286,762 shares which is the result of a reduction of the total number of shares issued and fully paid which at that time; in the amount of 1,565,959,562 shares reduced by the shares held by the Company itself in the amount of 39,672,800 shares;

Each was in accordance with the Company’s Register of Shareholders as of 31 March 2016 at 16:00 hours West Indonesia Time.

3. 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.

4. 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.

5. 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 2015, 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 2015 as audited by the Public Accountants “Tanubrata Sutanto Fahmi & Rekan” whose Report Number: 062/6.B008/SC.3/12.15 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 2014, provided that such actions are reflected in the Company’s Financial Statements for the financial year 2015.

Basis for the Resolutions Reached in the First Agenda:

Votes: Affirmative – 1,303,876,733 (100%); Abstain - 0 (0%); Objection - 0 (0%).

Resolutions in the Second Agenda:

1. To distribute as cash dividend of Rp 208,- (two hundred and eight rupiah) per share or in total amount of Rp 317,467,646,496,- (three hundred and seventeen billion, four hundred sixty-seven million, six hundred and forty-six thousand four hundred and ninety twenty-six rupiah) which is 48.82% (forty-eight point eighty two percent) of the net profit of the Company. Number of final cash dividend to be distributed is Rp 70,- (seventy rupiah) per share or Rp 106,840,073,340, - (one hundred and six billion, eight hundred and forty million, seventy three thousand three hundred and forty rupiah), after it is calculated by interim cash dividend of Rp 138, - (one hundred and thirty eight rupiah) per share which had been distributed to the shareholders on December 16, 2015. The final cash dividend will be distributed to shareholders registered in the Register of shareholders of the Company on May 9, 2016 at 16:00 p.m. and will be paid to the shareholders of the Company on May 25, 2016.
2. To set aside the amount of Rp 9,322,000,000 (nine billion three hundred and twenty two million rupiah) 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 2015 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 - 1,303,876,733 (100%); Abstain - 0 (0%); Objection - 0 (0%).

Resolution in the Third Agenda:

To authorize the Company’s Board of Directors, with the approval of the 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 2016 and to authorize the Company’s Board of Directors 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 - 1,303,876,733 (100%); Abstain - 0 (0%); Objection - 0 (0%).

Resolutions in the Fourth Agenda:

1. To establish the remuneration of the Board of Commissioners as follows: the total amount of Rp237,000,000 (two hundred and thirty seven million rupiah) after tax for 2016 or 3.5% increase from the previous year; to give tantiem for 2015 amounting to Rp1,840,000,000 (one billion eight hundred and fourty million rupiah);
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 2016.
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 - 1,303,876,733 (100%); Abstain - 0 (0%); Objection - 0 (0%).

Resolutions in the Fifth Agenda:

Realization of proceeds use of Public Offering of Sustainable Bond II of BFI Finance Indonesia Phase II in 2015 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.

6. 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, where such transaction is exempted from the regulations of Bapepam-LK No. IX.E.2.
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 - 1,302,220,733 (99.87%); Abstain - 0 (0%); Objection - 1,656,000 (0.13%).

Resolutions in the Second Agenda:

1. To approve the reappointment of Mr. Kusmayanto Kadiman as President Commissioner, Mr. Johanes Sutrisno, Mrs. Emmy Yuhassarie, Mr. Alfonso Napitupulu respectively as Independent Commissioner as of the conclusion of this Meeting until the conclusion of the General Meeting of Shareholders in 2021.
2. To approve the reappointment of Mr. Francis Lay Sioe Ho as President Director and Mr. Cornelius Henry Kho as Director as of the conclusion of this Meeting until the conclusion of the General Meeting of Shareholders in 2021.
3. To approve the appointment of Mr. Sigit Hendra Gunawan as Independent Director of the Company with effective service term since the conclusion of this Meeting until the conclusion of the General Meeting of Shareholders in 2021.

Thus the composition of the Board of Commissioners and Board of Directors since the conclusion this Meeting until the conclusion of the fifth Annual General Meeting of Shareholders since the appointment of each member, are as follows:

4. To give authority to the Board of Commissioners to adjust the total remuneration of 2016 with regard the appointment of Mr. Sigit Hendra Gunawan as the member of Board of Director of the Company.
5. To give power and authority to the Company’s Board of Directors with the right of substitution to declare the change of members of the Company’s Board of Commissioners in a separate deed before a Notary and manage the notification and registration to the competent authorities, as well as perform all necessary actions in accordance with the legislation in force in relation to the resolutions of the Meeting agenda.

Basis for the Resolutions Reached in the Third Agenda:

Votes: Affirmative - 1,302,220,733 (99.87%); Abstain - 0 (0%); Objection - 1,656,000 (0.13%).

With respect to the distribution of cash dividend for the fiscal year of 2015, the distribution schedule of cash dividend for the fiscal year of 2015 is as follows:

1. Schedule of Cash Dividend Distribution

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 9 May 2016, 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 9 May 2016 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. Cash dividends to be paid will be subject to tax in accordance with applicable tax regulations in Indonesia.
5. Shareholders who are domestic taxpayers in the form of legal entities that have not submitted their NPWP are required to submit their NPWP to KSEI or the Registrar at the latest on May 9, 2016 at 16:00 WIB. Without the NPWP, Cash Dividends paid to the Domestic Legal Entity Taxpayers will be subject to 30% (thirty percent) income tax.
6. Specifically for foreign shareholders who are foreign taxpayers, the tax deduction is adjusted to the applicable tax regulations in accordance with the provisions. For Foreign Taxpayers to send / submit their original Domicile Certificate as follows:
   1. For Shareholders who still use (physical) documents, the original Certificate of Domicile is sent to PT Sirca Datapro Perdana.
   2. For Shareholders whose shares are registered in KSEI's collective custody, the original Domicile Certificate is sent to KSEI through participants appointed by each Shareholder.
   3. The original Domicile Certificate has been received by KSEI or the Registrar at the latest on May 9, 2016, at 16.00 WIB or in accordance with the provisions stipulated by KSEI for shares in collective custody. In the absence of the Domicile Certificate, Cash Dividends paid to foreign Shareholders will be subject to withholding tax of 20% (twenty percent).

South Tangerang, 27 April 2016

PT BFI Finance Indonesia Tbk

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