The Board of Directors hereby invites Shareholders of the Company (“the Shareholders”) to attend the Annual General Meeting of Shareholders (“AGMS”) and the Extraordinary General Meeting of Shareholders (“EGMS”) which will be held on:
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Date/Day |
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Wednesday / 29 June, 2022 |
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Time |
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14:00 p.m. – finish, Western Indonesia Time |
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Tempat |
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BFI Tower Sunburst CBD Lot. 1.2 Jl. Kapt. Soebijanto Djojohadikusumo BSD City - Tangerang Selatan 15322 |
Agenda of General Meeting of Shareholders is as follows:
The Company's Annual Report including the ratification of Financial Statements and Supervisory Report of the Board of Commissioners for the fiscal year 2021.
Explanation:
It is a routine agenda in the Company’s AGMS, in accordance with the Company’s Articles of Association, Company Law No. 40 of 2007 and regulations issued by Financial Services Authority (OJK Regulations).
The Annual Report 2021 can be downloaded in here.
The stipulation of the use of the Company’s net profit for the fiscal year 2021.
Explanation:
It is a routine agenda in the Company’s AGMS, in accordance with the Company’s Articles of Association, Company Law No. 40 of 2007 and OJK Regulations.
The Company will propose a dividend distribution for the financial year ending on December 31, 2021.
Appointment of Public Accountant Office to audit the Company's Financial Statements for the fiscal year 2022.
Explanation:
It is a routine agenda in the Company’s AGMS, in accordance with the Company’s Articles of Association, Company Law No. 40 of 2007 and OJK Regulations.
The Company will select a public accountant and / or public accounting firm in accordance with the criteria as stipulated in the prevailing laws and regulations which will audit the Company's financial statements for the financial year ending on 31 December 2022.
Granting the power and authority to the Company’s Board of Commissioners to act on behalf of the General Meeting of Shareholders in terms of determining the distribution of duties and authorities of the Board of Directors as well as determining the remuneration for members of the Board of Directors and the Board of Commissioners.
Explanation:
It is a routine agenda in a Company’s AGMS, in accordance with the Company’s Articles of Association, Company Law No. 40 of 2007 and OJK Regulations.
In accordance with Article 96 paragraph (1) of the Company Law, it is stated that the amount of salary and allowances for the Board of Directors is determined based on the resolution of the GMS and that authority based on Article 96 paragraph (2) can be delegated to the Board of Commissioners and based on Article 113 of the Company Law stipulates that the provisions regarding the amount of salary or honorarium and allowances for members of the Board of Commissioners are determined by the GMS.
Report on the use of proceeds from the Company’s Public Offering.
Explanation:
It accordance with article 6 subsection (1) of the Financial Services Authority Regulation Number 30/POJK.04 /2015 concerning Realization Report of the Use of Proceeds from Public Offering.
Approval is not required for this agenda because it is only a report on the Realization of the Use of Proceeds from the Public Offering.
Approval to give authority to the Board of Directors to sell, pledge, transfer or discharge of all or more than 50% of the Company’s assets as debt security for banking facilities, loan channeling, bonds, asset backed securitization or other form of debts to institutions/individuals that provides funding to the Company needed in the normal course of business activities.
Explanation:
Approval in such agenda is in accordance with the Company’s Articles of Association, Company Law No. 40 of 2007 and OJK Regulations.
Currently, almost all loans received by the Company from third parties include banking in the form of term loans, working capital loans, issuance of bonds and issuance of Medium Term Notes (MTN) as well as sales / transfer of receivables, channeling and joint financing requires collateral, especially receivables and fixed assets owned by the Company.
In accordance with the provisions in Article 15 paragraph 4 (a) of the Company's Articles of Association, to transfer the assets of the Company and / or guarantee more than 50% (fifty percent) of the total net assets of the Company in 1 (one) transaction or more, whether related to one another. other or not, which occurs within a period of 1 (one) financial year or more in the normal business activities of the Company, the approval of the GMS is required.
Amendment in the composition of the Board of Directors and Board of Commissioners.
Explanation:
The changes in the composition of the Company's Board of Directors, Board of Commissioners, and Sharia Supervisory Board (DPS) regarding their respective terms of office ending, namely Cornellius Henry Kho (Commissioner), Andrew Adiwijanto (Director), Asrori S. Karni (Chairman of DPS) and Helda Rahmi Sina (Member of DPS). This change in the composition of the Company's Board of Directors, Board of Commissioners and DPS takes into account the proposal from the Company's Nomination and Remuneration Committee, which will hold a meeting prior to the GMS and will be carried out in accordance with the Company's Articles of Association and OJK Regulations.
On the recommendation of the Nomination and Remuneration Committee through a letter dated June 15, 2022, the Board of Commissioners will propose at the GMS to reappoint Mr. Andrew Adiwijanto as Director, Mr. Asrori S Karni as Chairman of the Sharia Supervisory Board, and Ms. Helda Rahmi Sina as a member of the Sharia Supervisory Board. With an effective term of office starting from the closing of the GMS for a period of 5 (five years) in accordance with the provisions in the Company's Articles of Association. Meanwhile, Mr. Cornellius Henry Kho, through a letter dated June 14, 2022, has stated that he is not willing to be reappointed as a member of the Company's Board of Commissioners for the next period.
Accordingly, the composition of the Board of Commissioners and Board of Directors of the Company as of the closing of this Meeting is as follows:
BOARD OF COMMISSIONERS
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President Commissioner Independent Commissioner Independent Commissioner Commissioner Commissioner |
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Mr. Kusmayanto Kadiman Mr. Johanes Sutrisno Mr. Alfonso Napitupulu Mr. Dominic John Picone Mr. Sunata Tjiterosampurno |
BOARD OF DIRECTORS
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President Director Director Director Director Director |
: : : : : |
Mr. Francis Lay Sioe Ho Mr. Sudjono Mr. Sutadi Mr. Andrew Adiwijanto Mr. Sigit Hendra Gunawan |
SHARIA SUPERVISORY BOARD
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Chairman Member |
: : |
Mr. Asrori S Karni Mrs. Helda Rahmi Sina |
Adjustment of the Company's Articles of Association.
Explanation:
- Amendment to article 3 of the Company's Articles of Association which is adjusted to article 2 paragraph 2 of POJK 35/2018 concerning Financing Companies, namely that the Company may conduct operating leases and/or fee-based activities as long as it does not conflict with the provisions of the laws and regulations in the financial services sector.
- Amendment to article 3 of the Company's Articles of Association regarding the Purpose and Objectives and Business Activities to adjust the term to the 2020 Indonesian Standard Classification of Business Fields in conjunction with Government Regulation no. 5 of 2021 concerning the Implementation of Risk-Based Business Licensing.
-Amendment to article 15 paragraph 3 of the Company's Articles of Association concerning the Duties and Authorities of the Board of Directors, namely the addition of parties who are exempt 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 or other business entities or other third parties.
Approval of the transfer of shares resulting from the repurchase of shares (Treasury Shares) to other parties, both to the Company's main shareholder (Trinugraha Capital & Co. SCA) or to other third parties.
Explanation:
- It is an agenda based on POJK 30/POJK.04/2017 concerning Buyback of Shares Issued by Public Companies (“POJK No. 30/2017”) in which Shares resulting from the repurchase can be transferred by way of sale either on the Stock Exchange or outside Stock Exchange for a maximum of 927,732,000 (nine hundred twenty seven million seven hundred thirty two thousand) shares which are part of 1,002,732,000 (one billion two million seven hundred thirty two thousand) shares purchased back and when These are controlled by the Company and recorded as Repurchased Shares or Treasury Stock.
- Determination of the transfer price based on the applicable laws and regulations related to the implementation of the transfer of treasury shares by selling either on the Stock Exchange or outside the Stock Exchange.
Approval of the transfer of shares resulting from the repurchase of shares (Treasury Shares) through the Implementation of Share Ownership Program by Employees and/or Directors and Board of Commissioners.
- It is an agenda based on POJK 30/POJK.04/2017 in which Shares from the repurchase proceeds can be transferred by implementing a share ownership program by employees and/or directors and board of commissioners of a maximum of 75,000,000 (seventy five million) shares which is part of the 1,002,732,000 (one billion two million seven hundred and thirty two thousand) shares repurchased and currently controlled by the Company and recorded as Repurchased Shares or Treasury Stock.
- Calculation of the transfer price based on the prevailing laws and regulations related to the implementation of the Share Ownership Program by the Employees and/or the Board of Directors and the Board of Commissioners.
NOTES:
By prioritizing the principle of caution and vigilance towards the development of the latest conditions related to the Corona Virus Disease pandemic (“COVID-19”) and complying with the provisions contained in Government Regulation No. 21 of 2020 concerning Large-Scale Social Restrictions in the Framework of Accelerating the Handling of COVID-19, and referring to the OJK Regulation No. 15/POJK.04/2020 concerning Plan and Execution of General Meeting of Shareholders of Public Companies, the Company strongly encourages Shareholders to authorize their presence through the granting of power of attorney including voting and submitting questions with the following conditions:
The Company prepares power of attorney to Shareholders, namely Conventional Power of Attorney which can be downloaded through the Company's website (BFI.CO.ID) or use e-proxy which can be accessed electronically via website of eASY.KSEI.
Conventional Power of Attorney - power of attorney covering voting as well as questions on each agenda item of the AGMS and EGMS. Conventional authorization forms can be obtained during business hours at the Company's Securities Administration Bureau, PT Raya Saham Registra ("RSR"), via email rsrbae@registra.co.id, telephone number: (+62 21) 2525666, facsimile number (+62 21) 2525028, or Corporate Secretary, via e-mail corsec@bfi.co.id. The power of attorney that has been completed and signed along with the supporting documents can be sent in scanned copy via email to rsrbae@registra.co.id and corsec@bfi.co.id. The original power of attorney must be sent by registered mail to the Company's Securities Administration Bureau ("BAE"), namely PT Raya Saham Registra no later than 28 June, 2022 at 12.00 p.m. Western Indonesia Time, with the following address:
PT Raya Saham Registra
Plaza Sentral Building 2 nd Floor
Jl. Jend. Sudirman 47-48
Karet Semanggi
Jakarta 12930
Electronic Power of Attorney or e-Proxy that can be accessed through eASY.KSEI - a power of attorney system provided by PT Kustodian Sentral Efek Indonesia (“KSEI”) to facilitate and integrate power of attorney from scripless Shareholders whose shares are in KSEI's collective custody to their proxy electronically through the eASY.KSEI website no later than 1 (one) working day prior to the date of the AGMS and EGMS, namely on Tuesday, June 28, 2022 at 12:00 p.m. Western Indonesia Time. Shareholders who will use eASY.KSEI can download the usage guidelines at the following link here.
Directors, members of the Board of Commissioners or employees of the Company can act as the power of attorney of shareholders with conventional power of attorney in the AGMS and EGMS, but the votes issued as the power of attorney are not counted in the votes during the AGMS and EGMS.
Shareholders or their attorneys who will attend the meeting must present their official Identity Card ("KTP") or other valid proof of identity and deliver copies to the registry officials at the place of registration before entering the meeting room.
Shareholders of the Company in the form of mandatory legal entities, must present a photocopy of the latest articles of association as well as a notarial deed concerning the appointment of members of the board of commissioners and directors or management who are still in office at the Meeting, to the registration officer at the registration place before entering the Meeting room.
Shareholders whose shares are recorded in the collective custody at PT Kustodian Sentral Efek Indonesia ("KSEI"), or their proxies, are required to provide Written Confirmations for Meetings or KTUR to registration officers.
PREVENTIVE MEASURES AGAINST THE SPREAD OF COVID-19 VIRUS
In accordance with the prevailing regulations and as preventive measure against the spread of COVID-19 virus:
Suggestion to Shareholders to Authorize a Power of Attorney to the Securities Administration Bureau of the Company
The Company strongly encourages all Shareholders to authorize an independent party that has been appointed by the Company to represent Shareholders to attend and vote at the Meeting. The independent party that has been appointed by the Company is the Company's Securities Administration Bureau, PT Raya Saham Registra ("RSR").
The guidance in granting the power attorney to RSR through E-Proxy is as follows:
Panduan pemberian kuasa kepada RSR melalui E-Proxy adalah sebagai berikut:
For individual shareholders who are Indonesian citizens
A Shareholder who wishes to authorized the power of attorney must:
Have a Single Investor Identification number (SID Number). Checking the SID Number can be done by contacting the securities company or custodian bank of each shareholder; and
Registering/activating eASY.KSEI account.
Login into eASY.KSEI system. Then click 'Login'.
Insert email and password, then click ‘Login’.
Select ‘Operation of Shareholder’ menu.
At ‘General Meeting’ section, select ‘BFI Finance Indonesia, Tbk., PT (BFIN) – Annual General Meeting’.
Click ‘Select Attendance Type’.
Click ‘My authorized representative will attend’.
At ‘Representative Type’ section, select ‘Independent Representative’, then select one of the names listed in the ‘Select Independent Rep’. Then click ‘Next’.
Click ‘OK’ and the shareholders will be directed to ‘Vote Preference Declaration’.
Select one of the following ‘Accept’, ‘Reject’, or ‘Abstain’ for each Meeting agenda.
If the shareholders have input their votes for all agendas, then click ‘Save’.
Click ‘OK’ to confirm that voting process has been successfully carried out.
The Shareholder may click ‘Log Out’ to exit eASY.KSEI system.
Shareholders who wish to authorize through E-Proxy must complete the above process no later than Tuesday, June 28, 2022 at 12:00 p.m. Western Indonesia Time.
For shareholders who are (i) individuals of foreign nationality and (ii) in the form of legal entities (Indonesian and foreign)
Shareholders are strongly encouraged to give power of attorney to the securities company or custodian bank of each shareholder, then the securities company or custodian bank will authorize the RSR through E-Proxy.
Shareholders or their attorneys that will remain physically present at the Meeting must follow and pass the security and health protocols which will be strictly enforced by the Company, as follows:
Requirement to wear mask at all times within the building area where the Meeting is held and during the Meeting;
Must follow the health inspection procedures (including body temperature checks, etc.), which will be carried out by the Company's building management;
At the time of registration, it is compulsory to submit a health declaration form containing health and travel information. The health declaration form can be downloaded in here;
Must implement physical distancing policy according to the direction of the Company and the management of the building where the Meeting is held; and
Must immediately leave the building where the Meeting is held as soon as the Meeting is completed.
South Tangerang, 6th June 2022
Board of Directors