SUMMONS TO THE ANNUAL AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS PT BFI FINANCE INDONESIA Tbk (“the Company”)

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:

Agenda of General Meeting of Shareholders is as follows:

1. Annual General Meeting of Shareholders:

   1. The Company's Annual Report including the ratification of Financial Statements and Supervisory Report of the Board of Commissioners 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 regulations issued by Financial Services Authority (OJK Regulations).

      The Annual Report 2022 can be downloaded in here.

       

   2. The stipulation of the use of the Company’s net profit 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 propose a dividend distribution for the financial year ending on December 31, 2022.

       

   3. Appointment of Public Accountant Office to audit the Company's Financial Statements for the fiscal year 2023.

      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 2023.

       

   4. 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.

       

   5. 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.

       

2. Extraordinary General Meeting of Shareholders:

   1. 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, MTN, 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.

       

   2. Approval of The Changes In The Management Composition of The Company.

      Explanation:

      Approval in the agenda item is in accordance with the provisions of the Company's Articles of Association, UUPT and OJK Regulations. Changes in the composition of the company's management were carried out by considering the recommendations of the Nomination and Remuneration Committee.

      Trinugraha Capital & Co SCA as the controlling shareholder of the Company has nominated Saurabh N. Agarwal as Commissioner of the Company replacing Dominic John Picone. Furthermore, based on the recommendation of the Nomination and Remuneration Committee, the Company will propose to the shareholders to appoint Saurabh N. Agarwal as the Company's Commissioner.

      Saurabh N. Agarwal specializes in investment activities in Asia. Currently he serves as a Director in several companies, among others, as President Director of Warburg Pincus Singapore and Director of Advance Intelligence Group, Circles.Life, Converge ICT, GCash (Mynt), MoMo Pay, Oona Insurance and Techcombank (HOSE:TCB). He previously served on the Board of Directors at AAG (HKG:2686), Competitive Power Ventures, Mosaic Inc., RimRock, RS Energy, and Trident. He holds a Bachelor of Technology (Btech) degree in electrical power, and a Master of Science (MS) degree in microelectronics and IIT Bombay and a Master of Business Administration (MBA) degree from Harvard Business School.

      Futhermore, we also inform you that Mr. Sigit Hendra Gunawan has submitted a letter of resignation as Director dated May 8, 2023 and has been reported through information disclosure as of May 9, 2023.

      In accordance with the provisions of the Financial Services Authority Regulation Number 33/POJK.4/2014 (POJK 33) article 8 paragraph (3), Issuers or Public Companies are required to hold a GMS to decide on the resignation of members of the Board of Directors no later than 90 (ninety) days after receipt of the resignation application.

      Therefore, to comply with POJK 33 article 8 paragraph (3), the above resignation will be discussed and decided at the Extraordinary General Meeting of Shareholders of the Company on May 16, 2023.

NOTES:

1. For the purposes of the Annual GMS and Extraordinary GMS, the Company does not send separate invitations to the Company's shareholders. This notice shall serve as the official invitation to the shareholders of the Company for the purposes of the AGMS and EGMS.
2. In order to facilitate an orderly Meeting, the shareholders or their attorneys are kindly requested to arrive at the Meeting at the latest by 02:00 p.m. Western Indonesia Time. (The room is limited to 15 attendees and registration closes 30 minutes before the Meeting starts).
3. The 2022 Annual Report of the Company and curriculum vitae of the Company's Commissioners are available on the Company's website (https://www.bfi.co.id). Shareholders can also obtain these documents, which will be available from the date of this notice until Tuesday, 16 May, 2023 at 02:00 p.m. Western Indonesia Time by submitting a written request to the Company through email (corsec@bfi.co.id) to the Company.
4. Shareholders who are entitled to attend or be represented at the AGMS and EGMS, are shareholders whose names are registered in the Register of Shareholders of the Company at the close of trading on the Stock Exchange on 18 April 2023, 2022 at 04:00 p.m. Western Indonesia Time.

5. By In accordance with the Government's call in the Minister of Home Affairs Instruction Number 53 of 2022 concerning Prevention and Control of Corona Virus Disease 2019 During the Transition to Endemic, in order to support controlling the spread of Corona Virus Disease 2019 (Covid-19), the Company urges Shareholders to attend electronically or perform electronic power of attorney (e-Proxy) through the eASY.KSEI application by taking into account the following matters:

   1. Shareholders of the Company who can use the eASY.KSEI application are shareholders whose shares are kept in KSEI collective custody;

   2. The Company's Shareholders must first be registered in the KSEI Securities Ownership reference facility ("AKSes KSEI"), For Shareholders who have not been registered, please register first through the website http://akses.ksei.co.id
   3. In order to be able to use the eASY.KSEI application, Shareholders can access the eASY.KSEI menu, the eASY.KSEI Login sub-menu which is located in the KSEI AKSes facility https://access.ksei.co.id 
   4. Shareholders of the Company can declare their presence electronically until May 15, 2023 at 12.00 p.m. Western Indonesia Time ("Deadline for Declaration of Attendance"), and cast their votes via eASY.KSEI from the date of this Invitation until the Deadline for Declaration of Attendance.
6. For the Company's Shareholders in the form of letters/scripts, the Company prepares a Conventional Power of Attorney which can be downloaded through the Company's website https://www.bfi.co.id/en/corporate/Investor-Relations/General-Meeting-of-Shareholders.

   1. A power of attorney that has been completed and signed along with supporting documents can be sent a scanned copy via email to rsrbae@registra.co.id and email to corsec@bfi.co.id. The original power of attorney must be sent by registered letter to the Company's Securities Administration Bureau (“BAE”), namely PT Raya Saham Registra, no later than May 15 2023 at 1.30 p.m. Western Indonesia Time, at the following address: 

      PT Raya Saham Registra

       Plaza Sentral Building 2 ^nd Floor

      Jl. Jend. Sudirman 47-48

      Karet Semanggi

      Jakarta 12930

   2. Director, members of the Board of Commissioners or employees of the Company can act as proxy for shareholders with a conventional power of attorney at the Annual GMS and Extraordinary GMS, but the votes cast as proxy are not counted in voting during the Annual GMS and Extraordinary GMS.

7. Shareholders or their proxies who will attend the Meeting must show their Identity Cards.

   1. Shareholders of the Company in the form of legal entity are required to submit a photocopy of the latest articles of association and notarial deed regarding the appointment of member of the board of commissioners and directors or management who are still in office at the Meeting, to the registration officer at the registration site before entering the Meeting room.

   2. Shareholders who shares are registered in collective custody at PT Kustodian Sentral Efek Indonesia (“KSEI”), or their proxies, are required to provide a Written Confirmation for the Meeting or KTUR the registration officer.

       

8. One Share gives its holder the right to issue 1 (one) vote. If a shareholder has more than 1 (one) share, the vote issued applies to all of his/her shares.

PREVENTIVE OF THE SPREAD OF VIRUS COVID-19

In order to support the control of COVID-19 according to the Government's call in the Instruction of the Minister of Home Affairs Number 53 of 2022 concerning the Prevention and Control of Corona Virus Disease 2019 During the Transitional Period Towards Endemic, the Company will limit the number of Shareholders who can attend the Meeting physically. Shareholders or their proxies who will still be physically present at the Meeting must ensure that they are in good health, are not confirmed to have COVID-19, and are not in close contact with patients confirmed to have COVID-19, and must follow the protocol at the meeting venue determined by the Company, are as follows:

1. Wear a mask while in the meeting area and place.

2. Use the hand sanitizer provided before entering the meeting room.

3. In order order to implement the physical distancing policy, officers will direct Shareholders or their proxies into designated rooms and limit the number of people in 1 (one) room.

4. Shareholders or their proxies must follow the directions of the meeting committee in implementing the physical distancing policy while in the building where the meeting is held.

5. Shareholders who have come to the location but cannot enter the Meeting room due to limited room capacity can still exercise their rights by electronically attending the Meeting or by giving power of attorney (to attend and cast their voting rights on each agenda item) to an independent party who appointed by the Company (Representative of BAE) by filling out and signing a written power of attorney format provided by the Company at the Meeting venue.
6. The Company's Shareholders or their proxies are kindly requested to be at the Meeting venue at 1.30 PM Western Indonesia Time, so that the Meeting can start on time. Registration will close at 1.30 PM Western Indonesia Time. Shareholders or Shareholders' proxies who attend after the registration is closed will be considered absent, therefore they cannot submit suggestions and/or questions and cannot cast a vote at the Meeting.
7. The Company does not provide souvenirs, food and drinks.
8. If there are changes and/or additions to information related to the procedure for holding a Meeting in connection with the latest conditions and developments regarding integrated handling and control to prevent the spread of COVID-19, it will be announced on the Company's website https://www.bfi.co.id.
9. If there is an emergency situation so that the Company is forced to be unable to hold the Meeting physically, then the Company will hold the Meeting electronically without the presence of the Shareholders by giving prior notification to the Shareholders of the Company.

South Tangerang, 19 April 2023

Board of Directors