ANNOUNCEMENT EXECUTIVE SUMMARY OF ANNUAL GENERAL MEETING OF SHAREHOLDERS (Meeting) PT Bank Mestika Dharma, Tbk. (Company)

Transcription

1 ANNOUNCEMENT EXECUTIVE SUMMARY OF ANNUAL GENERAL MEETING OF SHAREHOLDERS (Meeting) PT Bank Mestika Dharma, Tbk. (Company) These are notified to the Shareholders of the Company that the Company has held a Meeting which has principally decided the following: A. Day/Date, Time, Place and Timetable of Meeting; Day/Date : Friday/May 25, 2018 Time : 10 a.m - finishing Place : Cypress Ballroom, Grand Aston City Hall Jl. Balai Kota No. 1, Medan- North Sumatera Timetable : 1. Approval of the Annual Report of the Board of Directors and Ratification of the Company's Financial Statements for the financial year ended on December 31, 2017, 2. Determination of the Company's use of profit for the financial year ended on December 31, 2017, 3. Submission of Business Plan of the Bank of the Year 2018 by the Board of Directors, 4. Giving of authority to the Board of Commissioners of the Company to appoint an Independent Public Accountant to audit the financial statements of the Company for the fiscal year ending on 31 December 2018 as well as granting authority to the Board of Directors of the Company to determine the honorarium of the appointed Public Accountant, 5. Approval of the Corporate Acts of the Company s Share Buyback, 6. Determination of Remuneration (Salary and Other Allowances) and Tantiem of Directors and Board of Commissioners. B. Members of the Board of Directors and Members of the Board of Commissioners who were present at the Meeting; Board of Directors Vice President Director : Mr. Hendra Halim Director of Compliance : Mr. Andy Director of Operations : Mr. Harun Ansari General Director : Mr. Yusri Hadi Commissioners President Commissioner : Mr. Witarsa Oemar Commissioner : Mr. Indra Halim Independent Commissioner: Mr. Katio Independent Commissioner: Mr. Gardjito Heru PS: President Director of Company absent because of the health condition that does not allor to attend the meeting,and the allocation of duty reffering to the articles of association 17 paragraph 3 a.

2 C. Total of Shareholders Attendance The meeting was attended by shareholders and shareholder authority representing shares or 89,471% of 4,090,090,000 shares representing all shares issued by the Company. D. Giving an opportunity to shareholders to ask questions and / or provide opinions related to timetables of the Meeting; Shareholders and shareholder authority were given the opportunity to ask questions and / or give an opinion on every timetables of the meeting, but in the event that there was no shareholder and / or shareholder authority asking questions and / or giving an opinion. E. Total of shareholders asking questions and / or giving opinion related to timetables of the Meeting; Timetables Shareholders Total of Owned Shares Decision Status Timetable I quorum Timetable II quorum Timetable III quorum Timetable IV quorum Timetable V quorum Timetable VI quorum F. The mechanism of meeting decision making; The decision of the Meeting was taken by deliberation for consensus. In the case of deliberation for consensus is not reached, the decision is taken by voting, then. G. The results of decision making; Timetables Agree Disagree Abstain Timetable I Timetable II shares or equal to 89,471% of the entire shares Timetable III with voting right who attended the meeting. Timetable IV shares or equal 89,47% of the entire shares Timetable V with voting right who attended the meeting shares or equal to 89,471% of the entire shares Timetable VI with voting right who attended the meeting. H. Meeting Decisions; Timetable of Meeting I : 1. Accepting well and approving the Annual Report of the Board of Directors regarding the conditions and progresses of the Company during the fiscal year 2017, and the Supervisory Report of the Board of Commissioners for the fiscal year 2017, 2. Accepting and ratifying the Financial Statements of the fiscal year 2017 which includes the Balance Sheet and Profit and Loss Calculation which has been audited by Public Accountant Office Drs. Herman Dody Tanumihardja whose address is Gedung GP Plaza Floor 15 Unit 17 Jl. Gelora II No. 1, Palmerah-Jakarta as reported on March 28, 2018 number 048 / GA / HDT-IK / BMD / III / 2018.

3 3. Giving repayment and waiver of responsibility fully to the Board of Directors and Board of Commissioners for the management and supervision carried out during the financial year as long as the actions were reflected in the financial statements. Timetable of Meeting II : 1. About Rp 60,000,000,000 (sixty billion rupiahs) will be used for the distribution of dividends to the Shareholders of 4,090,090,000 (four billion ninety million ninety thousand) shares. Thus the distribution of dividends per share is Rp 60,000,000,000 (sixty billion): (four billion ninety million ninety thousand) shares = Rp per share, 2. Giving a power of attorney and authority to the Board of Directors of the Company to regulate the procedures and implementation of cash dividend payments and announce it based on the applicable provisions, 3. The rest of the Company s profits will be used for the strengthening of the capital ratio, the planning of the office network expansion, renovating building, the adding of necessary office equipment / tools, the improving of IT tools including promotion and product development costs and the need for additional human resources Timetable of Meeting III : The presentation of the bank's business plans was by the Board of Directors. (no decision making) Timetable of Meeting IV : 1. Appointing Independent Public Accountant: Public Accountant : Mr. Ary Daniel Hartanto Name of Public Accounting Firm: Paul Hadiwinata, Hidajat, Arsono, Retno, Palilingan & Collague Business License Number : 855 / KM.1 / 2017 Address : Jl. Kebon Sirih Timur 1 No. 267, Central Jakarta Group : Conventional To audit the financial statements of the Company for the financial year ended on December 31, 2018, 2. Giving authority to the Board of Directors of the Company to determine the honorarium of the appointed Independent Public Accountant. Timetable of Meeting VI : 1. Approving the Company s shares buyback as a form of a variable remuneration for Rp 493,000,000 (four hundred ninety three million rupiah) by appointing 1 (one) member of the Stock Exchange to make a purchasing and executed during the period of 18 (eighteen) months commenced from June 1, 2018 until November 30, 2019 by regarding to the applicable laws and regulations. 2. Giving a power of attorney and authority with substitution rights to the Board of Directors of the Company to perform all proceedings and actions which needed in connection with the execution of shares buyback.

4 Timetable of Meeting VI : 1. Determining the honorarium budget of all members of the Board of Commissioners for Rp 202,792,900 (two hundred million and seven hundred ninety-two thousand and nine hundred rupiah) per month, the tax is charged by the company and giving a power of attorney and authority to the Board of Commissioners of the Company to determine the amount tantiem / bonus and the distribution for each member of the Board of Commissioners which is valid until other decitions in the next Annual General Meeting of Shareholders. 2. Giving a power of attorney and authority to the Board of Commissioners for and on behalf of the meeting to determine salaries, bonuses and other allowances for each member of the Board of Directors of the Company until other decitions in the next Annual General Meeting of Shareholders. I. The Implementation of dividends distribution; The schedule of payment of the Company's cash dividend to all shareholders is as follows: No. Activity Date 1. The End of Share Trading Period With Dividend Right (Cum Dividen) Regular & Negotiation Market Cash Market 2. The Beginning of Share Trading Period Without Dividend Right (Ex Dividen) 5 Juni Juni 2018 Regular & Negotiation Market 6 Juni Juni 2018 Cash Market 3. The Date of List of Shareholders entitled to Dividend Right 8 Juni 2018 (Recording Date) 4. The Date of Cash Dividend Payment Financial Year Juni 2018 The Procedures for Cash Dividend Distribution: 1. Cash dividends will be distributed to shareholders whose names are recorded in the Company's Shareholder List (Recording Date) and / or shareholders of the Company at Sub Stock Account of PT KSEI at the close of trading on June 8, at 4 p.m. 2. For shareholders whose shares are included in KSEI collective custody and will be distributed into Stock Company account, cash dividend payment will be conducted through KSEI and will be submitted by KSEI to shareholders through Stock Company or Custodian Bank where shareholders open their account. Whereas for shareholders whose shares are not included in KSEI collective custody, cash dividend payment will be transferred to shareholder's account, 3. The cash dividend will be taxed based on the applicable taxation legislation. The amount of tax charged will be the responsibility of the Shareholders and will be deducted from the amount of cash dividend entitled to the Shareholders. 4. For shareholders who are domestic taxpayers in the form of legal entities which do not attach the Taxpayer Identification Number (NPWP) are required to submit NPWP to KSEI or Stock Administrasion Bureau (BAE), PT Raya Saham Registra Gedung Plaza Sentral, Lt.2 Jl.Jend.Sudirman Kav.47-48, Jakarta no later than June 8, at 4 p.m. Without the inclusion of NPWP, cash dividends paid to a resident Taxpayer in the form of such legal entity shall be subject to Income Tax of 30%.

5 5. For Shareholders who are Foreign Tax Payers whose tax will use tariff pursuant to the Agreement of Double Taxation Avoidance (P3B) must comply with the requirements of Article 26 of the Income Tax Law No.36 Year 2008 and submit the DGT-1 or DGT-2 form which has been legalized by the Corporate Tax Service Office of Stock Exchange to KSEI or Registrar no later than June 8, at 4 p.m. Without such documents, the paid cash dividend will be subject to Income Tax Article 26 of 20%. 6. For shareholders whose shares are in KSEI collective custody, proof of withholding tax may be withdrawn at securities companies and or custodian banks where shareholders open their securities accounts while shareholders are taken in BAE starting on July Medan, May 25, 2018 PT Bank Mestika Dharma, Tbk. Board of Director