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 Wednesday, May 22, 2024, at BFI Tower, Sunburst CBD Lot 1.2, Jl. Kapt. Soebijanto Djojohadikusumo, BSD City, Tangerang Selatan.
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
Board of Directors:
1. Francis Lay Sioe Ho President Director
2. Sudjono Director
3. Sutadi Director
4. Andrew Adiwijanto Director
Invitation:
1. Goklas
* present by video teleconference
Quorum of the Attending Shareholders
-The AGMS was attended by shareholders and/or their proxies with valid voting rights representing 12,418,874,932 shares or 82.576% 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 12,176,620,452 shares or 80.965% 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 25, 2024, 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). There was no shareholder raised a question at the AGMS and EGMS.
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, 2023.
To accept and ratify the Company’s Financial Statements for the financial year ending December 31, 2023, as audited by the Public Accountant Firm “Tanubrata Sutanto Fahmi Bambang & Rekan” whose Report Number: 00007/3.0423/AU.1/09/1042-2/1/II/2024 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 2023, provided that such actions are reflected in the Company’s Annual Report for the financial year 2023 and not in conflict with statutory regulations;
To accept and ratify the Duties and Supervisory Report of the Company’s Board of Commissioners for the financial year ending December 31, 2023.
Basis for the Resolutions Reached in the First Agenda:
Votes: Affirmative – 12,315,156,686 (99.1648338%); Abstain – 103,718,246 (0.8351662%); Objection – 0 (0%)
Resolutions of the Second Agenda:
Basis for the Resolutions Reached in the Second Agenda:
Votes: Affirmative – 12,311,573,586 (99.1359175%); Abstain – 107,301,346 (0.86401825%); Objection – 0 (0%)
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’s Financial Statements for the financial year ending December 31, 2024, 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 – 11,671,939,696 (93.98548387%); Abstain – 107,301,346 (0.86401825%); Objection – 639,633,890 (5.15049788%)
Resolutions of the Fourth Agenda:
Basis for the Resolutions Reached in the Fourth Agenda:
Votes: Affirmative – 12,043,850,396 (96.98020523%); Abstain – 107,301,346 (0.86401825%); Objection – 267,723,190 (2.15577652%)
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 V 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:
Since the Fifth Agenda is only a report, there was no question-and-answer session as well as any decision making.
Resolutions of the EGMS
Resolutions of the First Agenda:
Approval to transfer and/or pledge more than 50% of the Company assets in 1 (one) or more transactions, whether in relation to each other or not that occur within a period of 1 (one) financial year or more, including to obtain loans from banks and non-banks, issue Bonds and Medium Term Notes (MTN), conduct financing cooperation with banks and non-banks, securitization, and obtain loans from various other funding sources in 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), conduct 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 – 11,285,631,507 (92.68278954%); Abstain – 55,680,700 (0.45727548%); Objection – 835,308,245 (6.85993497%)
Resolutions of the Second Agenda:
To approved the reappointment of Sudjono and Sutadi as Directors respectively, with an effective term of office starting from the closing of this Meeting up to the closing of the next 3rd (third) Annual General Meeting of Shareholders;
To approved the appointment of Goklas as the Company’s Director which is effective as of the closing of this Meeting and after obtaining approval from the relevant Regulator, up to the closing of the next 3rd (third) Annual General Meeting of Shareholders;
To establish the composition of the members of the Company’s Board of Directors, Board of Commissioners, and Sharia Supervisory Board as of the closing of this Meeting up to the closing of the Annual General Meeting of Shareholders in accordance with their respective terms of office as follows:
BOARD OF COMMISSIONERS
President Commissioner : Kusmayanto Kadiman (2021 - 2026)
Independent Commissioner : Johanes Sutrisno (2021 - 2026)
Independent Commissioner : Alfonso Napitupulu (2021 - 2026)
Commissioner : Sunata Tjiterosampurno (2020 - 2025)
Commissioner : Saurabh Narayan Agarwal (2023 - 2028)
BOARD OF DIRECTORS
President Director : Francis Lay Sioe Ho (2021 - 2026)
Director : Sutadi (2024 - 2027)
Director : Sudjono (2024 - 2027)
Director : Andrew Adiwijanto (2022 - 2027)
Director : Goklas* (2024 - 2027)
*Effective after obtaining approval from the relevant Regulator
SHARIA SUPERVISORY BOARD
Chairman : Asrori S. Karni (2022 - 2027)
Member : Helda Rahmi Sina (2022 - 2027)
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 – 11,681,438,362 (95.93333723%); Abstain – 51,274,300 (0.4210881%); Objection – 443,907,790 (3.64557466%)
With respect to the distribution of cash dividends for the financial year 2023, the distribution schedule of cash dividends for the financial year 2023 is as follows:
Timetable of Dividends Distribution
|
No. |
Description |
Date |
|
1. |
Cum dividend in regular and negotiation markets |
June 3, 2024 |
|
2. |
Ex-dividend in regular and negotiation markets |
June 4, 2024 |
|
3. |
Cum dividend in cash market |
June 5, 2024 |
|
4. |
Ex-dividend in cash market |
June 6, 2024 |
|
5. |
Recording date for dividend |
June 5, 2024 |
|
6. |
Dividend payment |
June 21, 2024 |
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 June 5, 2024, at 16:00 WIB (hereinafter referred to as “Eligible Shareholders”).
Dividend Payment Method:
For Eligible Shareholders whose shares are in script form, dividend payment will be made by way of book-entry (telegraphic transfer) directly to the accounts of Eligible Shareholders, only if the Eligible Shareholders have submitted their dividend mandates (the dividend mandate form can be obtained from the Company's Share Registrar, PT Raya Saham Registra (Biro Administrasi Efek or "BAE"), along with a copy of proof of identity of an individual or legal entity and a copy of the Taxpayer Identification Number (Nomor Pokok Wajib Pajak or “NPWP”) for Domestic Taxpayers (Wajib Pajak Dalam Negeri or “WPDN”) or an original Certificate of Domicile in the form of DGT Form (Surat Keterangan Domisili or “SKD”) for Foreign Taxpayers (Wajib Pajak Luar Negeri or "WPLN"), addressed to the Company or BAE no later than June 5, 2024, 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:
Dividends 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:
Under the laws and regulations currently in force, dividends received by Resident Individual Taxpayers are no longer subject to income tax withholding and can be treated as income that is not included as an income tax object as long as they invested in the territory of The Unitary State of the Republic of Indonesia as regulated in Government Regulation Number 9 of 2021 ("PP9"), Regulation of the Minister of Finance Number 18 of 2021 ("PMK18") and the implementing tax regulations; otherwise, the Resident Individual Taxpayers may also choose to be subjected to final income tax of 10% according to Article 17 Paragraph 2c* of the Income Tax Law (Undang-Undang Pajak Penghasilan or "UU PPh") without the obligation to invest the same in the territory of the Unitary State of the Republic of Indonesia.
If Resident Individual Taxpayers choose to treat the dividends as income that is not included as an income tax object but fail to comply with the investment requirement under the provisions and procedures stipulated in PP9 and PMK18, the relevant dividends will, notwithstanding the above, be subjected to final income tax of 10% according to Article 17 Paragraph 2c* of the UU PPh.
* Payment of the final income tax (PPh) on the dividends as described above must be made by the relevant Resident Individual Taxpayers no later than the 15th (fifteenth) day of the month subsequent to the month of the Recording Date.
Eligible Shareholders are required to submit a copy of their NPWP to KSEI, the Company or the BAE (as applicable) no later than June 5, 2024, at 16:00 WIB.
The conditions applied for Eligible Shareholders who are WPLN are as follows:
Eligible Shareholders whose countries do not have a Double Taxation Avoidance Agreement (Persetujuan Penghindaran Pajak Berganda or “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 the BAE (as applicable), no later than June 5, 2024, 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 the 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 27, 2024
PT BFI Finance Indonesia Tbk
Boards of Directors