English | Bahasa Indonesia
Thursday, 27th of July 2017. 
 
Home » Investor Relations » Corporate Action Agenda
13 June 2016
Summary of Minutes Of Annual General Meeting Of Shareholders Financial Year 2015 PT BUANA FINANCE TBK

PT Buana Finance Tbk (Company) hereby announces to shareholders that the Company has held General Meeting of Shareholders (the Meeting) on Thursday, June 9, 2016, at 14:17 to 15:47 Western Indonesia Time located in the Mercantile Athletic Club 1, World Trade Center Building 18th Fl, Jl. Jend. Sudirman Kav. 31, South Jakarta.

In connection with the Meeting, the Companys Directors have made the following disclosures:

  1. Letter of Notification to the Financial Services Authority in relation to the execution plan of the Meeting on April 25, 2016;
  2. The announcement on the execution plan to hold the Meeting, on May 3, 2016 in Indonesia Investor Daily newspaper, in the Companys website: www.buanafinance.co.id in Indonesian and foreign language as well as in the Indonesia Stock Exchange website on the same day and same date;
  3. The summoning to attend the Meeting, on May 18, 2016 in the Indonesia Investor Daily newspaper, in the Companys website: www.buanafinance.co.id in Indonesian and foreign language as well as in the Indonesia Stock Exchange website on the same day and same date;


The meeting was chaired by Corneiles Tedjo Endriyarto, Independent Commissioner of the Company, in accordance with Article 13 Paragraph 1 of the Companys Articles of Association in the Board of Commissioners meeting of PT Buana Finance Tbk April 28, 2016.

GENERAL MEETING OF SHAREHOLDERS

I. Attendance : 
   Directors :
   1.   President Director        :  Soetadi Limin 
   2.   Director                           :  Antony Muljanto
   3.   Director                           :  Herman Lesmana
    Board of Commissioners :
   1.   President Commissioner       : Karman Tandanu
   2.   Commissioner                          : Tjan Soen Eng
   3.   Independent Commissioner  : Corneiles Tedjo Endriyarto

In this regards, the Company had: (i) appointed Fathiah Helmi, SH as Notary Public and PT EDI Indonesia as Share Registrar to calculate the quorum and voting; and (ii) provide opportunities for shareholders to inquire and/or share their opinions on the Meeting event, in which there was no shareholders who asked questions and/or give opinions on the entire agenda/Meeting agenda.

In the Meeting, decision making mechanism was made by consensus. Should no consensus was reached, voting will be conducted. All results of the Meeting Agendas were made by consensus as no Shareholders who attended the Meeting disagreed and abstained.

The Meeting was attended by 1,390,140,681 shares with valid voting rights or equivalent to 84.47% of the total shares with valid voting rights which were issued by the Company. Thus the requirements of Meeting’s quorum had been met.

 
II. Meeting Agendas

 Annual General Meeting of Shareholders Agendas are as follows:

  1. Approval and ratification of the Annual Report for financial year 2015, including the report of the Companys activities, the monitoring reports of Board of Commissioners and Financial Statements for the financial year 2015.
  2. Determination of the use of the Companys Net Profit for financial year 2015.
  3. The appointment of Public Accountant to audit the Companys Financial Statements for fiscal year 2016 and the terms of appointment.
  4. Determination of the remuneration for the Directors and Board of Commissioners.
  5. Changes in the composition of Directors and Board of Commissioners.
  6. Amendments to the Company’s Articles of Association.

Approval to guarantee more than 50% (fifty percent) or all assets of the Company in order to obtain loan facilities received from Banks, Financial Insitutions and/or public for the issuance of bonds, including debt securities and/or bonds in the capital market.
 

III. Meeting Results :

First Meeting Agenda:

Approved the Companys Annual Report for the financial year 2015, including the Activity Report of the Company, Supervisory Report of the Board of Commissioners, and the ratification of the Companys Financial Statements for the year ended December 31, 2015 which have been audited by the Public Accountant Purwantono, Sungkoro & Surja in accordance with report number RPC-533/PSS/2016 dated March 24, 2016 with unqualified opinion, thus giving the release and discharge of the responsibilities and any indemnity (acquit et de charge) to the members Directors and Board of Commissioners for the management and supervision that have been run during fiscal year 2015, as long as all of their actions are reflected in the Companys Annual Report and is not a criminal offense.

Second Meeting Agenda:

  1.  Approved the utilization of the Companys net profit for the financial year 2015 in amount of Rp. 61.973.659.431,- as follows
    1.  Distributed as cash dividend in the amount of Rp. 18,- per share or at the maximum Rp. 29.624.328.972,- which will be paid proportionally to the shareholders whose names are recorded in the List of Shareholders on June 21, 2016 at 16.00 Western Indonesia Time (recording date), with the provisions that the cash dividend will be deducted with dividend tax in accordance with the prevailing taxation regulation.
    2. Rp. 1.000.000.000,- (one billion Rupiah) will be set aside and booked as reserved fund to comply with the provisions of Article 70 of the Law of Limited Companies and Article 23 of the Article of Association of the Company;
    3. The remaining net profit in amount of Rp 31,349,330,459.- will be set aside and booked as Retained Earnings.
  2. Conferring power and authority to the Directors of the Company with the right of substitution to perform all actions paying the cash dividends to each shareholders, including but not limited to changing the schedule and procedures for dividend distribution mentioned above.
     

Third Meeting Agenda:

Approved the appointment of Purwantono, Suherman & Surja Public Accountant to audit the Financial Statements of the Company for fiscal year 2016 and give the power and authority to the Company’s Board of Commissioners to determine the honorarium and other appointment requirements.

Fourth Meeting Agenda:

  1. Approved the remuneration of the members of the Companys Board of Commissioner at the maximum of                                Rp. 3,998,000,000.- Gross annually and give the authority of the distribution to the Board of Commissioner.
  2. Authorized the power and authority to the Board of Commissioners to determine the salary and allowances for each member of the Directors, including if necessary to determine and/or change the roles and responsibilities of each member of the Directors of the Company.

 Fifth Meeting Agenda:

1.    Approved the change in the composition of the Directors and Board of Commissioners as follow:
appointed:
-    Mr. Tjan Soen Eng  as President Commissioner *)
-    Mr. Corneiles Tedjo Endriyarto as Independent Commissioner *)             
-    Mr. Karman Tandanu selaku President Director*)
-    Mr. Antony Muljanto as Director
-    Mr. Herman Lesmana as Independent Director
-    Mr. Yannuar Alin as Director *)

*) with the provision that the appointment of Mr. Tjan Soen Eng, Mr. Corneiles Tedjo Endriyarto, Mr. Karman Tandanu and Mr. Yannuar Alin, will only be effective upon the approval and/or have passed the fit and proper test of Financial Services Authority.

Approved the composition of the Director starting from the closing of the Meeting before obtaining the approval from Financial Services Authority for the appointment of the above management as follows:
-    Mr. Antony Muljanto as Director
-    Mr. Herman Lesmana as Independent Director

Approved the composition of the Board of Commissioners starting from the closing of the Meeting before obtaining the approval from Financial Services Authority for the appointment of the above management as follows:
-    Mr. Karman Tandanu as President Commissioner
-    Mr. Tjan Soen Eng as Commissioner
-    Mr. Corneiles Tedjo Endriyarto as Commissioner

With the period of the term of service for the Board of Commissioners since the passing of the Financial Services Authority Fit and Proper Test until the closing of the General Meeting of Shareholders in 2021 without reducing the rights of the General Meeting of Shareholders to dismiss at any time, while the term of service for the Directors of the Company since the passing of the Financial Services Authority Fit and Proper Test until the closing of the General Meeting of Shareholders in 2019, without reducing the rights of the General Meeting of Shareholders to dismiss at any time.

Thus after passing the Financial Services Authority Fit and Proper Test until the closing of the General Meeting of Shareholders in 2021 for the Board of Commissioners and the Annual General Meeting in 2019 for the Directors, the composition of the Directors and Board of Commissioners are as follows:


Board of Commissioner :    
- President Commissioner         :    Mr. Tjan Soen Eng*)        
- Independent Commissioner    :    Mr. Corneiles Tedjo Endriyarto*)
 

Directors :
- President Director       :    Mr. Karman Tandanu*)
- Director                          :    Mr. Antony Muljanto
- Independent Director  :    Mr. Herman Lesmana
- Director                           :    Mr. Yannuar Alin *)
*) will only be effective upon the passing of Financial Services Authority Fit and Proper Test

2.    Agreed to authorize and empower the Companys Directors, with right of substitution, to declare the decisions on the changes in the composition of the Board of Commissioner and Director of the Company as well as the reinstatement of the Board of Commissioner and Director of the Company on the deed before the Notary, including notifying the authorities and perform all and every necessary actions required in connection with the decision in accordance with the prevailing laws and regulations.
 

Sixth Meeting Agenda:

1.    Approved the amendment of Article 18 Paragraph 14 of the Companys Articles of Association in relation to the term of service of members of Board of Commissioners, subsequently, the Article 18 Paragraph 14 will be as as follows:

BOARD OF COMMISSIONERS
Article 18
     
14. The members of the Board of Commissioners are appointed for a period commencing from the date set by the GMS and ended at the closing of the 5th (fifth) GMS held after the GMS appointed the members of the Board of Commissioners at the end of 1 (one) term of service, with the provisions that 1 (one) period of term of service of the Board of Commissioners is 5 (five) years, taking into account the prevailing legislation in the Capital Market, with no reducing to the rights of the GMS to dismiss members of the Board of Commissioners at any time before his term of service ended, taking into account the prevailing legislation and this articles of association.

2.    Agreed to provide the power and authority to the Directors with the right of substitution to declare changes to Article 18 Paragraph 14 of the Articles of Association in a separate deed before the Notary, including to make necessary adjustments to follow the prevailing rules and regulations, including the regulations in the Capital Market and to notify the relevant authorities, registering and announcing the changes to the Articles of Association, so that the Amendment of the Article of Association will apply according to the law.

Seventh Meeting Agenda:
 

  1. Approved to secure more than 50% or all assets of the Company in order to obtain loan facilities received from Banks, Financial Institutions and/or public for the issuance of bonds, including debt securities and/or bonds in the Capital Market, taking the prevailing regulations into account.
  2. Give the power and authority of the Board of Commissioners of the Company to determine the amount of loan to be received by the Company;
  3. Give the power and authority to the Directors of the Company with the right of substitution to take all necessary legal actions needed in relation to the securing of more than 50% or all assets of the Company in order to obtain loan facilities which will be received from Banks, Financial Institutions and/or public for the issuance of bonds, including debt securities and/or bonds in the Capital Market, taking the prevailing regulations into account.

SCHEDULE AND PROCEDURES FOR DISTRIBUTION OF CASH DIVIDENDS

 

No. Kegiatan Tanggal
1 Cum Dividen Pasar Reguler dan PasarNegosiasi                                 16 Juni 2016                                                                       
2 Ex Dividen Pasar Reguler dan Pasar Negosiasi 17 Juni 2016
3 Tanggal Daftar Pemegang Saham yang berhak atas dividen (Recording Date) 21 Juni 2016
4 Cum Dividen Pasar Tunai 21 Juni 2016
5   Ex Dividen Pasar Tunai 22 Juni 2016
6 Pembayaran Dividen tunai 13 Juli 2016

Cash Dividends Distribution Procedures :

  1. This notice is an official notification from the Company and the Company does not issue a special notification to the Shareholders of the Company.
  2. Cash dividends will be distributed to the Shareholders of the Company whose names are recorded in the List of Shareholders of the Company on 21 June 2016 at 16.00 Western Indonesia Time (Entitled Shareholders).
  3. Cash dividends payments:
    a)    For Entitled Shareholders who still have script (physic), could take Cheque Dividend in the Companys headquarters, addressed in Chase Plaza 17th Fl, Jl. Jend. Sudirman Kav.21, Jakarta 12920, Telp: (021) 5208066, commencing on 11 July 2016.
    b)    For Entitled Shareholders whose shares have been recorded in the Collective Custody at Indonesian Central Securities Depository (KSEI), dividend payments will be distributed through KSEI and Entitled Shareholders will receive dividend payments from respective KSEI Account Holders.
  4. a)    The Cash Dividends will be subjected to tax in accordance with the applicable tax laws  and regulations. The amount of tax imposed will be borne by Entitled Shareholder and deducted from the amount of Cash Dividends that is the right of the Entitled Shareholders. Every shareholders have to submit copy of Tax Identification Number (NPWP) through Securities Company and/or respective Custodian Bank or through PT. EDI Indonesia acting as Share Registrar.
     b)     For Entitled Shareholders who are Resident Taxpayers in the form of legal entity, have to submit Tax Identification Number (NPWP) to KSEI or Share Registrar no later than 24 June 2016 at 16.00 Western Indonesia Time. Without Tax Identification Number (NPWP), cash dividends paid to Domestic Tax Payer will be charged with Income Tax in amount of 30%.
    c)     Based on the Director General of Taxation Regulation No. No. PER-61/PJ/2009 dated 5 November 2009 and all its amendments, Shareholders who are Non-Resident Taxpayers  whose countries of origin have Tax Treaty (P3B) with Indonesia who wishes that the tax deduction will be adjusted in accordance with such regulations, have to submit original Domicile Certificate (SKD) in the form stipulated in the regulations (form DGTI1/DGT2) with the following provisions :

a.    For Sharehoders who still have script, original Domicile Certificate or copy which has been legalized have been submitted to the Share Registrar, PT EDI Indonesia, Stock Administration Bureau Division, Wima SMR 10th Fl, Jl. Yos Sudarso Kav. 89, Jakarta 14350. Telp. (021) 651 5130, Faks. (021) 6515131.
b.    For Shareholders whose shares have been recorded in the Collective Custody at Indonesian Central Securities Depository (KSEI), original Domicile Certificate or copy which has been legalized have to be submitted to KSEI through Securities Company and/or Custodian Bank where shareholders open their accounts.
Original Domicile Certificate or copy which has been legalized have been received by the Companys Share Registrar and/or KSEI no later than 24 June 2016 at 16.00 Western Indonesia Time. Without Tax Identification Number (NPWP), cash dividends paid to Non-Resident Taxpayers will be charged with Income Tax Article 26 with a tariff of 20%.

 


 


« back

 



Home | About Us | Product and Services | Investor Relations | Buana News | Career | Contact Us

Perusahaan terdaftar dan diawasi oleh 

© 2014 PT Buana Finance. All rights reserved.