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 Tuesday, May 16, 2023, at BFI Tower, Sunburst CBD Lot 1.2, Jl. Kapt. Soebijanto Djojohadikusumo, BSD City, South Tangerang.
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
4. Sunata Tjiterosampurno Commissioner
Board of Directors:
1. Francis Lay Sioe Ho President Director
2. Sudjono Director
3. Sutadi Director
4. Andrew Adiwijanto Director
5. Sigit Hendra Gunawan Director
Quorum of the Attending Shareholders
-The AGMS was attended by shareholders and/or their proxies with valid voting rights representing 13,182,755,993 shares or 87.655% of the total 15,039,383,620 shares after deducting the share buyback by the Company amounting to 927,732,000 shares (Treasury Stock).
-The EGMS was attended by shareholders and/or their proxies with valid voting rights representing 13,182,111,093 shares or 87.651% of the total 15,039,383,620 shares after deducting the share buyback by the Company amounting to 927,732,000 shares (Treasury Stock).
Each was in accordance with the Register of the Company Shareholders as of April 18, 2023, 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 because it was only a report). During the question-and-answer session, 1 (one) shareholder raised a question at the AGMS.
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’s Annual Report for the financial year ending December 31, 2022, including the Financial Statements and Supervisory Report of the Company’s Board of Commissioners;
To accept and ratify the Company’s Financial Statements for the financial year ending December 31, 2022, as audited by the Public Accountant Firm “Tanubrata Sutanto Fahmi Bambang & Rekan” whose Report Number: 00005/3.0423/AU.1/09/0119-1/II/2023 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 the financial year 2022, provided that such actions are reflected in the Company’s Annual Report for the financial year 2022 and not in conflict with statutory regulations.
Basis for the Resolutions Reached in the First Agenda:
Votes: Affirmative – 13,177,801,993 (99.9624%); Abstain – 4,939,000 (0.0375%); Objection – 15,000 (0.0001%)
Resolutions of the Second Agenda:
Basis for the Resolutions Reached in the Second Agenda:
Votes: Affirmative – 13,177,801,993 (99.9624%); Abstain – 4,939,000 (0.0375%); Objection – 15,000 (0.0001%)
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, 2023, 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 – 12,916,571,957 (97.9808%); Abstain – 4,939,000 (0.0375%); Objection – 261,245,036 (1.9817%)
Resolutions of the Fourth Agenda:
Basis for the Resolutions Reached in the Fourth Agenda:
Votes: Affirmative – 13,177,801,993 (99.9624%); Abstain – 4,939,000 (0.0375%); Objection – 15,000 (0.0001%)
Resolution of the Fifth Agenda:
The accountability report on the use of proceeds from the Continuous Public Offering of Obligasi Berkelanjutan V BFI Finance Indonesia Tahap III and Tahap IV Tahun 2023 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 not that occur 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 with banks and non-banks, securitization, and obtaining loans from various other funding sources needed for the Company’s normal course of business activities;
Approval to grant power and authority to the Board of Directors of the Company to perform the above actions, including to obtain loans from banks and non-banks, issue 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 business activities, by taking into account the terms and conditions in the applicable laws and regulations, especially the Capital Market regulations.
Basis for the Resolutions Reached in the First Agenda:
Votes: Affirmative – 12,078,995,198 (91.6317%); Abstain – 4,271,000 (0.0324%); Objection – 1,098,844,895 (8.3359%)
Resolutions of the Second Agenda:
To approved the respectful discharge of Dominic John Picone from his position as Commissioner of the Company which is effective as of the closing of this Meeting;
To approved the appointment of Saurabh N. Agarwal as Commissioner of the Company which is effective as of the closing of this Meeting and after obtaining approval from the relevant Regulator, until the closing of the next 5th (fifth) Annual General Meeting of Shareholders;
To accept well and ratify the resignation of Sigit Hendra Gunawan from his position as Director of the Company which is effective as of the closing of this Meeting;
To establish the composition of the members of the Company’s Board of Commissioners, Board of Directors, and Sharia Supervisory Board as of the closing of this Meeting until the closing of the next 5th (fifth) Annual General Meeting of Shareholders since their respective appointments, to be as follows:
BOARD OF COMMISSIONERS
President Commissioner : Kusmayanto Kadiman
Independent Commissioner : Johanes Sutrisno
Independent Commissioner : Alfonso Napitupulu
Commissioner : Sunata Tjiterosampurno
Commissioner : Saurabh N. Agarwal*
*Effective after obtaining approval from the relevant Regulator
DIREKSI
President Director : Francis Lay Sioe Ho
Director : Sudjono
Director : Sutadi
Director : Andrew Adiwijanto
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 – 11,933,229,898 (90.5259%); Abstain – 4,271,000 (0.0324%); Objection – 1,244,610,195 (9.4417%)
With respect to the distribution of cash dividends for fiscal year 2022, the distribution schedule of cash dividends for fiscal year 2022 is as follows:
Timetable of Dividends Distribution
|
No. |
Description |
Date |
|
1. |
Cum dividend in regular and negotiation markets |
May 25, 2023 |
|
2. |
Ex-dividend in regular and negotiation markets |
May 26, 2023 |
|
3. |
Cum dividend in cash market |
May 29, 2023 |
|
4. |
Ex-dividend in cash market |
May 30, 2023 |
|
5. |
Recording date for dividend |
May 29, 2023 |
|
6. |
Dividend payment |
June 15, 2023 |
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 May 29, 2023, 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 May 29, 2023, 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 May 29, 2023, 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 May 29, 2023 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, May 19, 2023
PT BFI Finance Indonesia Tbk
Boards of Directors