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 Wednesday, June 29, 2022, at BFI Tower, Sunburst CBD Lot 1.2, Jl. 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 Summary of the Minutes of each Meeting are as follows:
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:
1. Kusmayanto Kadiman President Commissioner
2. Johanes Sutrisno Independent Commissioner
3. Alfonso Napitupulu Independent Commissioner
Board of Directors:
1. Francis Lay Sioe Ho President Director
2. Sudjono Director
3. Sutadi Director
4. Sigit Hendra Gunawan Director
Quorum of the Attending Shareholders
-The AGMS was attended by shareholders and/or their proxies with valid voting rights representing 12,031,290,648 shares or 80.4% of the total 14,964,383,620 shares after deducting the share buyback by the Company amounting to 1,002,732,000 shares (Treasury Stock).
-The EGMS was attended by shareholders and/or their proxies with valid voting rights representing 11,885,316,048 shares or 79.424% of the total 14,964,383,620 shares after deducting the share buyback by the Company amounting to 1,002,732,000 shares (Treasury Stock).
Each was in accordance with the Register of the Company Shareholders as of June 3, 2022, at 16:00 hours Western Indonesia Time (Waktu Indonesia Barat or “WIB”).
Opportunity of Question and Answer
In each agenda of both the AGMS and EGMS, the shareholders present were given the opportunity to raise questions and/or express their opinions with regard the matter being discussed (except in the Fifth Agenda of the AGMS, there was no question-and-answer session due to the fact that it was only a report). There were no questions or opinions expressed by shareholders and/or their proxies who attended the AGMS and EGMS.
Mechanism of the Resolutions Adoption
The decision in each agenda of the AGMS and EGMS was taken by voting, except in the Fifth Agenda of the AGMS, there was no decision making due to the fact that it was only a report.
Resolutions of the AGMS
Resolutions of the First Agenda:
To accept and approve the Company Annual Report for fiscal year ended December 31, 2021, including the Financial Statements and Supervisory Report of the Company’s Board of Commissioners;
To accept and ratify the Company Financial Statements for fiscal year ended December 31, 2021, as audited by the Public Accountant Firm “Tanubrata Sutanto Fahmi Bambang & Rekan” whose Report Number: 00005/3.0423/AU.1/09/0116-1/1/II/2022 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 2021, provided that such actions are reflected in the Company Annual Report for fiscal year 2021 and not in conflict with statutory regulations.
Basis for the Resolutions Reached in the First Agenda:
Votes: Affirmative – 11,767,552,228 (97.808%); Abstain – 262,766,420 (2.184%); Objection – 972,000 (0.008%)
Resolutions of the Second Agenda:
To set aside the amount of Rp5,000,000,000 (five billion rupiah) 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.
To distribute as final cash dividends of Rp17 (seventeen rupiah) per share of the Company's net profit, including the Rp7 (seven rupiah) per share that have been distributed as interim dividends and have been paid on December 23, 2021, so that the remaining dividends to be distributed are Rp10 (ten rupiah) per share. The remaining final dividends will be distributed to the Company Shareholders listed in the Register of the Company Shareholders on July 11, 2022, at 16:00 WIB, and will be paid to the Company Shareholders on July 28, 2022;
The balance of 2021 net profit will be booked as Retained Earnings to strengthen the Company’s capital;
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, including the procedure for taking dividends that have been included in special reserves.
Basis for the Resolutions Reached in the Second Agenda:
Votes: Affirmative – 11,768,952,028 (97.820%); Abstain – 261,366,620 (2.172%); Objection – 972,000 (0.008%)
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, 2022, 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 – 11,558,245,178 (96.068%); Abstain – 261,366,620 (2.172%); Objection – 211,678,850 (1.760%)
Resolutions of the Fourth Agenda:
To establish the remuneration of the Board of Commissioners with the total amount of Rp283,405,500 (two hundred and eighty three million four hundred and five thousand five hundred rupiah) per month after tax for fiscal year 2022 and to give tantieme to the Board of Commissioners for fiscal year 2021 amounting to Rp2,325,925,000 (two billion three hundred and twenty five million nine hundred and twenty five thousand rupiah);
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 2022;
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 – 11,768,952,028 (97.820%); Abstain – 261,366,620 (2.172%); Objection – 972,000 (0.008%)
Resolution of the Fifth Agenda:
The accountability report on the use of proceeds from the Continuous Public Offering of Shelf Registration Bonds V BFI Finance Indonesia 1st and 2nd Tranches Year 2021 after deducting issuance costs has been used in accordance with the plan for the use of funds set forth 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 EGMS
Resolutions of the First Agenda
Approval to transfer and/or pledge more than 50% of the Company’s assets in one or more transactions, whether in relation to each other or separate within a period of one financial year or more, for obtaining loans from banks and non-banks, the issuance of Bonds and Medium Term Notes (MTN), conducting joint financing with banks and non-banks, securitization, and obtaining loans from various funding sources needed for the Company’s normal course of business activities;
Approval to give power and authority to the Board of Directors of company to perform the above actions, including to obtaining loans from banks and non-banks, issue of Bonds and Medium Term Notes (MTN), carry out financing cooperation with banks and non-banks, securitization, and obtain loans from various other funding sources in the Company's normal bussines activities, by taking into account the terms conditions in the applicable laws and regulations, especially the Capital Market regulations.
Basis for the Resolutions Reached in the First Agenda:
Votes: Affirmative – 10,847,283,380 (91.266%); Abstain – 261,365,220 (2.199%); Objection – 776,667,448 (6.535%)
Resolutions of the Second Agenda:
To approved the reappointment of Mr. Andrew Adiwijanto as Director, Mr. Asrori S. Karni as Chairman of Sharia Supervisory Board, and Ms. Helda Rahmi Sina as member of the Sharia Supervisory Board with an effective term of office 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, Board of Directors and Sharia Supervisory Board as of the closing of this Meeting are as follows:
BOARD OF COMMISSIONERS
President Commissioner : Kusmayanto Kadiman
Independent Commissioner : Johanes Sutrisno
Independent Commissioner : Alfonso Napitupulu
Commissioner : Dominic John Picone
Commissioner : Sunata Tjiterosampurno
DIREKSI
President Director : Francis Lay Sioe Ho
Director : Sudjono
Director : Sutadi
Director : Andrew Adiwijanto
Director : Sigit Hendra Gunawan
SHARIA SUPERVISORY BOARD
Chairman : Asrori S. Karni
Member : Helda Rahmi Sina
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/or 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 Second Agenda:
Votes: Affirmative – 11,068,930,915 (93,131%); Abstain – 261,365,320 (2.199%); Objection – 555,019,913 (4.670%)
Resolutions of the Third Agenda:
To approve the amendment to Article 3 of the Company's Articles of Association which is adjusted to Article 2 paragraph (2) of POJK 35/2018 on Business Operations of Finance Companies, namely that the Company may conduct operating leases and/or fee-based activities as long as they do not conflict with the provisions of the laws and regulations in the financial services sector and to be adjusted with the Standard Classification of Indonesian Business Fields in 2020 in conjunction with Government Regulation No. 5 of 2021 on Implementation of Risk-Based Business Licensing;
To approve the amendment to Article 15 paragraph (3) of the Company's Articles of Association on the Duties and Authorities of the Board of Directors, namely the addition of parties that are excluded from the requirements for written approval from the Board of Commissioners in transactions providing guarantees for debts or dependents, namely government institutions, banks, non-bank financial industry, institutions, and/or other business entities or other third parties;
To grant power and authority to the Company’s Board of Directors with substitution rights to declare and/or recast in a Notary deed (including making amendments and/or additions) in connection with the amendments to the Company's Articles of Association, submit a request for approval and/or notification to the competent authority, and therefore has the right to sign letters and other application documents, in short taking all necessary actions in accordance with the provisions of the Articles of Association and the prevailing laws and regulations.
Basis for the Resolutions Reached in the Third Agenda:
Votes: Affirmative – 10,576,506,343 (88.988%); Abstain – 261,365,220 (2.199%); Objection – 1,047,444,485 (8.813%) Resolutions of the Fourth Agenda:
To approve and grant full authority to the Company’s Board of Directors to transfer a portion of Treasury Stock to a maximum of 927,732,000 (nine hundred and twenty seven million seven hundred and thirty two thousand) shares by selling them either on the Stock Exchange or outside the Stock Exchange to other parties, either to the Company's major shareholders (Trinugraha Capital & Co. SCA) as well as to other third parties;
To grant power and authority to the Company’s Board of Directors to take all and/or any necessary actions in connection with the decisions that have been taken above, including but not limited to making and/or delivering notifications or disclosures or reports related to the decisions taken at this Meeting, as well as other matters related to or required for the full implementation of the decisions taken at this Meeting in a separate Notary deed and manage the notification and registration to the authorized agency, one thing or another without being excluded and by taking into account the prevailing laws and regulations.
Basis for the Resolutions Reached in the Fourth Agenda:
Votes: Affirmative – 10,079,906,980 (84.810%); Abstain – 1,021,365,220 (8.593%); Objection – 784,043,848 (6.597%)
Resolutions of the Fifth Agenda:
To approve and grant full power and authority to the Company’s Board of Directors to establish and implement the Management and Employee Stock Ownership Program (or MESOP), which derives from the Company Treasury Stock to a maximum of 75,000,000 (seventy five million) shares;
To approve and grant power full and authority to the Company’s Board of Directors to conduct and take all and/or any necessary actions in connection with the decisions that have been taken above, including but not limited to making and/or delivering notifications or disclosures or reports related to the decisions taken at this Meeting, as well as other matters related to or required for the full implementation of the decisions taken at this Meeting, one thing or another without being excluded and by taking into account the prevailing laws and regulations.
Basis for the Resolutions Reached in the Fifth Agenda:
Votes: Affirmative – 10,869,821,875 (91.456%); Abstain – 261,365,220 (2.199%); Objection – 754,128,953 (6.345%)
With respect to the distribution of cash dividends for fiscal year 2021, the distribution schedule of cash dividends for fiscal year 2021 is as follows:
Timetable of Dividends Distribution
|
No. |
Description |
Date |
|
1. |
Cum dividend in regular and negotiation markets |
July 7, 2022 |
|
2. |
Ex-dividend in regular and negotiation markets |
July 8, 2022 |
|
3. |
Cum dividend in cash market |
July 11, 2022 |
|
4. |
Ex-dividend in cash market |
July 12, 2022 |
|
5. |
Recording date for dividend |
July 11, 2022 |
|
6. |
Dividend payment |
July 28, 2022 |
Procedures for Dividends Distribution
This notification is officially made by the Company and the Company does not issue a specific notification letter to the Company shareholders.
Dividends will be distributed to the Company shareholders whose names are listed on the Register of the Company Shareholders dated July 11, 2022, at 16:00 WIB (hereinafter referred to as “Eligible Shareholders”).
Dividend Payment Method:
For shareholders whose shares are in script form, dividend payment will be made by way of book-entry (telegraphic transfer) directly to the accounts of the Eligible Shareholders, only if Eligible Shareholders have submitted their dividend mandates (the dividend mandate form can be obtained from the Company's Share Registrar, PT Raya Saham Registra ("BAE")) along with a copy of proof of identity of an individual or legal entity and a copy of the Taxpayer Identification Number (“NPWP”) for Domestic Taxpayers (“WPDN”) or an original Certificate of Domicile in the form of DGT Form (“SKD”) for Foreign Taxpayers ("WPLN"), addressed to the Company or BAE no later than July 11, 2022, at 16:00 WIB with the following addresses:
|
The Company Corporate Secretary PT BFI Finance Indonesia Tbk BFI Tower, Sunburst CBD Lot 1.2 Jl. Kapt. Soebijanto Djojohadikusumo BSD City Telp. (021) 2965 0300, 2965 0500 ext 692 E-mail: corsec@bfi.co.id |
BAE PT Raya Saham Registra Plaza Sentral Lantai 2 Jl. Jend. Sudirman Kav.47-48 Jakarta 12930 Telp. (021) 2525666 E-mail: rsbae@registra.co.id |
For Eligible Shareholders whose shares are registered in the collective custody of PT Kustodian Sentral Efek Indonesia (Indonesian Central Securities Depository or “KSEI”), the dividend distribution will be conducted by KSEI through Securities Companies and/or Custodian Banks where the Eligible Shareholders open their securities accounts.
Income Tax Withholding Provisions:
Dividend will be subject to Income Tax in accordance with the applicable taxation provisions, which is the obligation of Eligible Shareholders.
The conditions applied for Eligible Shareholders who are WPDN are as follows:
Tax imposition will be carried out in accordance with the provisions of Law No. 36 of 2008 concerning the Fourth Amendment to Law No. 7 of 1983 on Income Tax as last amended by Law No. 11 of 2020 concerning Job Creation ("UU PPH") and KSEI Letter No. KSEI-0087/0121 dated January 7, 2021, concerning the Application of Taxes for Dividends Received by Domestic Taxpayers After the Enactment of Law Number 11 of 2020 on Job Creation.
Eligible Shareholders are required to submit a copy of their NPWP to KSEI, the Company or BAE (as applicable) no later than July 11, 2022, at 16:00 WIB.
The conditions applied for Eligible Shareholders who are WPLN are as follows:
Eligible Shareholders whose country does not have a Double Taxation Avoidance Agreement (“P3B”) or Tax Treaty with the Republic of Indonesia, will be subject to 20% Income Tax, in accordance with Article 26 of UU PPH.
Eligible Shareholders whose countries have P3B or Tax Treaty with the Republic of Indonesia, will be subject to Income Tax at a lower rate only if the Eligible Shareholders meet the requirements stated in the Director General of Taxes Regulation No. PER-25/PJ/2018 dated November 21, 2018 on Procedures for P3B Implementation ("Perdir 2018"), and submit an SKD that is filled in correctly, completely, and clearly as well as signed by the Eligible Shareholders (which approval can be replaced by an original Certificate of Residence in English) to KSEI, the Company, or BAE (as applicable), no later than July 11, 2022 at 16.00 WIB. If up to the time limit (a) the Eligible Shareholders fail to meet the requirements in Perdir 2018; and/or (b) KSEI, the Company, or BAE have not received the said documents, Eligible Shareholders will be subject to 20% Income Tax, in accordance with Article 26 of UU PPH.
For Eligible Shareholders whose shares are in script form, proof of dividend tax deduction (if any) can be obtained at the office of the Company’s BAE.
For Eligible Shareholders whose shares are registered in the collective custody of KSEI, proof of dividend tax deduction (if any) can be obtained at the offices of Securities Companies and/or the Custodian Banks where the Eligible Shareholders open their securities accounts.
South Tangerang, July 1, 2022
PT BFI Finance Indonesia Tbk
Boards of Directors