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/ 22 May, 2024 |
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Time |
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02:00 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 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 regulations issued by Financial Services Authority (OJK Regulations).
The Annual Report 2023 can be downloaded in here.
The stipulation of the use of the Company’s net profit 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 propose a dividend distribution for the financial year ending on December 31, 2023.
Appointment of Public Accountant Office to audit the Company's Financial Statements for the fiscal year 2024.
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 2024.
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 transfer the Company's assets and/or provide collateral for debts of the Company's assets which constitute more than 50% (fifty percent) of the Company's total net assets in 1 (one) or more transactions, whether related to each other or not which occur in period of 1 (one) financial year or more, including in order to obtain loans from Banks and non-Banks, issue Bonds and Medium Term Notes (MTN), carry out financing collaborations with Banks and non-Banks, securitization and obtain loans from various other funding sources in the Company's normal 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.
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, Company Law No. 40 of 2007 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.
The changes in the composition of the Company's Directors regarding their respective terms of office which will end, namely Sudjono (Director), and Sutadi (Director) and the appointment of a new Director, namely Goklas (Director). A curriculum vitae of candidate for Directorship can be seen on the Company's website (www.bfi.co.id). The changes in the composition of the Company's Board of Directors takes into account the proposal from the Company's Nomination and Remuneration Committee and is implemented in accordance with the provisions of the Company's Articles of Association and OJK Regulations.
NOTES:
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:
Shareholders of the Company who can use the eASY.KSEI application are shareholders whose shares are kept in KSEI collective custody;
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 21 2024 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
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.
Shareholders or their proxies who will attend the Meeting must show their Identity Cards.
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.
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.
South Tangerang, 26 April 2024
Board of Directors