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26 May 2017
Summary of Minutes of Annual General Meeting of Shareholders Financial Year 2016 PT Buana Finance Tbk

SUMMARY OF MINUTES OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
FINANCIAL YEAR 2016 PT BUANA FINANCE TBK

 

The Board of Directors of PT Buana Finance Tbk (hereinafter referred to as the Company) hereby notify the Shareholders of the Company that the Company has held the Annual General Meeting of Shareholders of the Fiscal Year 2016 (hereinafter referred to as Meetings), namely:

A. On:
    Day/Date   : Tuesday, 23 May 2017
    Time          : 10.17 - 11.31 Western Indonesia Time
    Place         : Mercantile Athletic Club, World Trade Center Building 18th floor,
                         Jend. Sudirman Street Kav. 31 Jakarta Selatan

    With the agenda of the Meeting as follows:

  1. Approval and ratification of the Annual Report for financial year 2016, including the report of the Company’s activities, the monitoring reports of Board of Commissioners and Financial Statements for the financial year 2016.
  2. Determination of the use of the Company’s Net Profit for financial year 2016.
  3. The appointment of Public Accountant to audit the Company’s Financial Statements for fiscal year 2017 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. Approval to guarantee more than 50% (fifty percent) or all assets of the Company in order to obtain loan facilities received from Banks, Venture Capital Company, Financing Company, or Infrastructure Finance Company or Public through the issuance of Securities other than Equity Securities.

B. Members of the Directors and the Board of Commissioners present at the Meeting.
     The Board of Commissioners of the Company consists of:
     -  Mr. Tjan Soen Eng as President Commissioner
     -  Mr. Corneiles Tedjo Endriyarto as Independent Commissioner
     The Directors of the Company consists of:
     -  Mr. Antony Muljanto as Director of the Company
     -  Mr. Herman Lesmana as Director of the Company
     -  Mr. Yannuar Alin as Director of the Company

C. The Meeting was attended by 1.316.975.924 shares with valid voting rights or equivalent to 80.02% of the total shares with valid voting rights which were issued by the Company.

D. In the Meeting was provided opportunities for shareholders to inquire and/or share their opinions on the Meeting event.

E. In the Meeting, there were no shareholders who asked questions and/or give opinions on the entire agenda/Meeting agenda.

F. Decision making mechanism was made by consensus. Should no consensus was reached, voting will be conducted.

G. All results of the Meeting Agendas were made by consensus as no Shareholders who attended the Meeting disagreed and abstained.

H. The decision of the Meeting is principally as follows:

 

First Meeting Agenda:

Approved the Company’s Annual Report for the financial year 2016, including the Activity Report of the Company, Supervisory Report of the Board of Commissioners, and the ratification of the Company’s Financial Statements for the year ended December 31, 2016 which have been audited by the Public Accountant Purwantono, Sungkoro & Surja in accordance with report number RPC-3278/PSS/2017 dated March 21, 2017 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 2016, as long as all of their actions are reflected in the Company’s Annual Report and is not a criminal offense.

 

Second Meeting Agenda:

  1. Approved the utilization of the Company’s net profit for the financial year 2016 in amount of Rp. 53.421.081.708,- as follows:
    a)  Distributed as cash dividend in the amount of Rp. 16,- per share or at the maximum Rp. 26.332.736.864,- which will be paid proportionally to the shareholders whose names are recorded in the List of Shareholders on June 6, 2017 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.
    b)  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.
    c)  The remaining net profit in amount of Rp. 26.088.344.844,- 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 2017 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 Company’s Board of Commissioner at the maximum of Rp. 4.680.000.000,- 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. Approve to terminate with honor of Mr. Tjan Soen Eng as President Commissioner of the Company to be appointed as Commissioner of the Company from the closing of the Meeting 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.
  2. Approve to appoint:
    -  Mr. Siang Hadi Widjaja as President Commissioner
    -  Mr. Yannuar Alin as President Director, effective since obtaining the approval and/or has passed the fit and proper test of Financial Services Authority 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, without reducing the rights of the General Meeting of Shareholders to dismiss at any time.

    Therefore since Meeting closed 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 the Board of Commissioners of the Company before obtain the approval and/or has passed the fit and proper test of Financial Services Authority are as follows:

    Board of Commissioners:
    -  President Commissioner           :  Mr. Tjan Soen Eng
    -  Independent Commissioner      :  Mr. Corneiles  Tedjo Endriyarto
    Directors:
    -  Director                                           :  Mr. Antony Muljanto
    -  Director                                           :  Mr. Herman Lesmana
    -  Director                                           :  Mr. Yannuar Alin

    Counted since Mr. Siang Hadi Widjaja and Mr. Yannuar Alin obtain the approval and/or has passed the fit and proper test of Financial Services Authority 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 the Board of Commissioners of the Company are as follows:

    Board of Commissioners:
    -  President Commissioner            :  Mr. Siang Hadi Widjaja
    -  Independent Commissioner       :  Mr. Corneiles Tedjo Endriyarto
    -  Commissioner                               :  Mr. Tjan Soen Eng
    Directors:
    -  President Director                         :  Mr. Yannuar Alin
    -  Director                                            :  Mr. Antony Muljanto
    -  Independent Director                    :  Mr. Herman Lesmana
  3. 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 to guarantee more than 50% (fifty percent) or all assets of the Company in order to obtain loan facilities received from Banks, Venture Capital Company, Financing Company, or Infrastructure Finance Company or Public through the issuance of Securities other than Equity Securities.
  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 guarantee more than 50% (fifty percent) or all assets of the Company in order to obtain loan facilities received from Banks, Venture Capital Company, Financing Company, or Infrastructure Finance Company or Public through the issuance of Securities other than Equity Securities with due observance of regulations in the capital market.

Furthermore, in relation to the Second Meeting Agenda as mentioned above wherein the Meeting has decided to pay the Cash Dividend of the fiscal year 2016 of Rp. 16,- per share, it is hereby notified that the Schedule and Procedures for Cash Dividend Distribution for the Fiscal Year 2016 are as follows:

 

SCHEDULE AND PROCEDURES FOR DISTRIBUTION OF CASH DIVIDENDS

No.

Activity

Date

1.

Notification Ads

26 May 2017

2.

Cum Dividend Regular Market and Negotiation Market

31 May 2017

3.

Ex Dividend Regular Market and Negotiation Market

2 June 2017

4.

Date of List of Shareholders entitled to dividend (Recording Date)

6 June 2017

5.

Cum Dividend Cash Market

6 June 2017

6.

Ex Dividend Cash Market

7 June 2017

7.

Payment of Cash Dividend

20 June 2017

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 6 June 2017 at 16.00 Western Indonesia Time (Entitled Shareholders).
  3. Cash dividends payments:
    a)  For Entitled Shareholders who still have script (physic), payment of Cash Dividend will conducted by bank transfer to the Entitled Shareholder account, which has notified the bank name and address and account number in the name of the Authorized Shareholder in writing and by mail stamped Rp. 6.000,- to the Companys Securities Administration Bureau, PT EDI Indonesia addressed in Yos Sudarso Street Kav. 89, Jakarta 14350 Phone: (021) 651 5130, Fax. (021) 651 5131 or Companys headquarters, addressed in Chase Plaza 17th floor, Jend. Sudirman Street Kav. 21, Jakarta 12920, Phone: (021) 5208066, no later than June 8, 2017 at 16.00 WIB, accompanied by photocopy of identity card or passport and photocopy of Taxpayer Identification Number (NPWP), and the address stated on the ID or passport must be in accordance with Address in the List of Shareholders of the Company.
    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.
    b)  For Entitled Shareholders who are Resident Taxpayers in the form of legal entity, have to submit Tax Identification Number (NPWP) to KSEI or Registrar no later than 8 June 2017 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)  Shareholders who are Foreign Tax Payers whose tax withheld will use tariffs under the Double Taxation Avoidance Agreement (P3B) shall comply with the requirements of Article 26 of the Income Tax Law Number 36 Year 2008 concerning the Fourth Amendment of Law Number 7 of 1983 concerning Tax Income and submission of DGT-1 or DGT-2 form to be legalized by the Corporate Tax Service Office of Stock Exchange to KSEI or Registrar no later than June 24, 2016 at 12.00 WIB, without such documents, the cash dividend paid shall be subject to Income Tax Article 26 of 20%.

 

Jakarta, 26 May 2017
DIRECTORS
PT BUANA FINANCE Tbk
Directors of the Company


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