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, April 18, 2017, at the 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

• The Annual GMOS was attended by shareholders and/or their proxies representing 1,168,691,876 shares or 78.1% of the total 1,496,438,362 shares after reduced by the shares held by the Company itself in the amount of 100,273,200 shares (Treasury Stock);
• The Extraordinary GMOS was attended by shareholders and/or their proxies representing of 1,168,700,531 shares or 78.1% of the total 1.496.438.362 shares after reduced by the shares held by the Company itself in the amount of 100,273,200 shares (Treasury Stock).

Each was in accordance with the Company’s Register of Shareholders as of 23 March 2017 at 16:00 hours West Indonesia Time. 

3. 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.

4. 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.

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 December 31, 2016, 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, 2016, as audited by the Public Accountants “Tanubrata Sutanto Fahmi Bambang & Rekan” whose Report Number: 098/1.B008/AUS.1/12.16 expressed “Unqualified” 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 2016, provided that such actions are reflected in the Company’s Financial Statements for the financial year 2016.

Basis for the Resolutions Reached in the First Agenda:

Votes: Affirmative – 1,168,691,876 (100%); Abstain - 0 (0%); Objection - 0 (0%).

Resolutions in the Second Agenda:

1. To distribute as cash dividend of Rp260 per share which is 48.7% of the net profit of the Company. Number of final cash dividend to be distributed is Rp110 per share after it is calculated by interim cash dividend of Rp150 per share which had been distributed to the Shareholders on December 16, 2016. The final cash dividend will be distributed to shareholders registered in the Register of shareholders of the Company on May 2, 2017 at 16:00 hours West Indonesia Time and will be paid to the shareholders of the Company on May 18, 2017.
2. To set aside the amount of Rp41,037,000,000 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 2016 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 - 1,168,691,876 (100%); Abstain - 0 (0%); Objection - 0 (0%).

Resolution in the Third Agenda:

To authorize the Company’s Board of Commissioners to appoint a Public Accountant registered with Otoritas Jasa Keuangan to audit the Company’s Financial Statements for the financial year ended December 31, 2017, 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 - 1,168,691,876 (100%); Abstain - 0 (0%); Objection - 0 (0%).

Resolutions in the Fourth Agenda:

1. To establish the remuneration of the Board of Commissioners with the total amount of Rp248,000,000 per month after tax for the fiscal year of 2017 or 5% increase from the previous year and to give tantiem for the fiscal year of 2016 amounting to Rp1,960,000,000.
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 2017.
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 - 1,168,691,876 (100%); Abstain - 0 (0%); Objection - 0 (0%).

Resolutions in the Fifth Agenda:

The report to the shareholders or or their proxies is as follows: Realization of proceeds use of the Public Offering of Obligasi Berkelanjutan II BFI Finance Indonesia Tahap III Tahun 2016, the Public Offering of Obligasi Berkelanjutan III BFI Finance Indonesia Tahap I Tahun 2016 and the Public Offering of Obligasi Berkelanjutan III BFI Finance Indonesia Tahap II Tahun 2017 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

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 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 - 1,167,104,031 (99.86%); Abstain - 0 (0%); Objection - 1,596,500 (0.14%).

Resolutions of the Second Agenda:

1. Accept and approve the resignation of Cornellius Henry Kho from his position as Director of the Company effective as of the closing of this Meeting.
2. Approved the appointment of Cornellius Henry Kho as Company Commissioner and Andrew Adiwijanto as Directors of the Company each with an effective term of office from the date of graduation of the fit and proper test of the Financial Services Authority in accordance with the position concerned until the closing of the Annual General Meeting of Shareholders in 2022.

    

   Thus, the composition of the Board of Commissioners and the Board of Directors shall be 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
   Independent Director	: Sigit Hendra Gunawan
   Director	: Andrew Adiwijanto

3. To grant authority to the Board of Commissioners to adjust the total remuneration in 2017 in connection with the appointment of Cornellius Henry Kho as a member of the Board of Commissioners.
4. 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 Second Agenda’s Resolutions :

Votes: Affirmative - 1,167,104,031 (99.86%); Abstain - 0 (0%); Objection - 1,596,500 (0.14%).

Resolutions of the Third Agenda:

1. To approve the Company’s stock split at a ratio of 1:10, meaning that each Rp250 of the par value of share will be changed to Rp25.
2. To approve the amendments to Article 4 paragraphs 1 and 2 of the Company’s Articles of Association regarding capital structure in connection with the change in par value of shares.
3. To grant power and authority to the Company’s Board of Directors upon the Board of Commissioners’ approval to undertake all necessary actions in connection with the change in the par value of shares.

Basis for the Resolutions Reached in the Third Agenda :

Votes: Affirmative - 1,167,104,031 (99.86%); Abstain - 0 (0%); Objection - 1,596,500 (0.14%).

Resolutions of the Fourth Agenda:

1. To accept the accountability of the Board of Directors and the Board of Commissioners and grant release and discharge of responsibility (acquit et de charge) to the Company’s Board of Directors and/or Board of Commissioners who become parties in the lawsuits that have been settled by the courts and other legal issues faced by the Company.
2. To approve indemnification to members of the Company’s Board of Directors and Board of Commissioners who are serving or once served, who become parties in the lawsuits that have been settled by the courts and other legal issues faced by the Company, provided that (i) they have carried out the task and functions in good faith in accordance with legislation in force; and (ii) the said decision or action taken by the Board of Directors and the Board of Commissioners is for the best interest of the Company.
3. To grant authority and power to the Board of Directors and Board of Commissioners to jointly develop a protection policy for the Board of Directors and the Board of Commissioners who are still serving or will serve subsequently in accordance with the applicable legislation.

Basis for the Resolutions Reached in the Fourth Agenda:

Votes: Affirmative - 1,168,700,531 (100%); Abstain - 0 (0%); Objection - 0 (0%).

With respect to the distribution of cash dividend for the fiscal year of 2016, the distribution schedule of cash dividend for the fiscal year of 2016 is as follows:

1. Schedule of Cash Dividend Distribution

   No.	Description	Date
   1.	Penyelenggaraan Rapat Umum Pemegang Saham (RUPS)	18 April 2017
   2.	Penyampaian Ringkasan Risalah RUPS ke OJK dan Bursa	20 April 2017
   3.	Pengumuman di Bursa, Iklan Hasil RUPS dan Jadwal Pembagian Dividen di surat kabar	20 April 2017
   4.	Cum Dividen Tunai di Pasar Reguler dan Negosiasi	26 April 2017
   5.	Ex Dividen Tunai di Pasar Reguler dan Negosiasi	27 April 2017
   6.	Cum Dividen Tunai di Pasar Tunai	2 Mei 2017
   7.	Ex Dividen Tunai di Pasar Tunai	3 Mei 2017
   8.	Recording date untuk Dividen Tunai	2 Mei 2017
   9.	Pembayaran Dividen Tunai	18 Mei 2017

2. 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 May 2, 2017, 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 May 2, 2017, 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 May 2, 2017, 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 2 May 2017 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, 20 April 2017
PT BFI Finance Indonesia Tbk
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