Number of questioners There were 2 (dua) questioners who raised questions in the first agenda of Meeting.

Transcription

1 ANNOUNCEMENT OF SUMMARY OF MINUTES OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS 2017 AND SCHEDULE OF CASH DIVIDEND PAYMENT 2016 PT BANK TABUNGAN NEGARA (PERSERO) Tbk Board of Directors of PT Bank Tabungan Negara (Persero) Tbk (hereinafter the Company ) domiciled in Central Jakarta, hereby announce to the Company s shareholders that the Company convened the Annual General Meeting of Shareholders (hereinafter the Meeting ) with the following information: A. Day/Date, Time, and Venue of Meeting Day / Date : Friday, March, 17th 2017 Time : 14:56 to 17:44 Western Indonesian Time Venue : Menara BTN, 6th floor Jl. Gajah Mada No.1, Central Jakarta B. The attendance of Members of the Company s Board of Commissioners, Board of Directors and Audit Committee at the Meeting Board of Commissioners President Commissioner/Independent : I Wayan Agus Mertayasa Independent Commissioner : Kamaruddin Sjam Independent Commissioner : Arie Coerniadi Independent Commissioner * : Lucky Fathul Aziz Hadibrata Commissioner : Sumiyati Commissioner : Maurin Sitorus Commissioner ** : Iman Sugema * Become the Independent Commissioner PT Bank Tabungan Negara (Persero) Tbk, previously as the Commissioner, based on the Extraordinary General Meeting of Shareholder stated under the notarial No. 1 by Notary Fathiah Helmi, S>H., dated January 7, 2016 and will be effective upon approval from the Financial Services Authority (OJK) on Fit and Proper Test and in compliance with prevailing laws and regulations. ** Appointed as a member of Board of Commissioners of PT Bank Tabungan Negara (Persero) Tbk based on the Annual General Meeting of Shareholders dated April 12, 2016 and will be effective upon approval from the Financial Services Authority (OJK) on Fit and Proper Test and in compliance with the prevailing laws and regulations. Board of Directors President Director : Mr. Maryono Director : Mr. Mansyur S. Nasution Director : Mr. Iman Nugroho Soeko Director : Mr. Adi Setianto Director : Mr. Sulis Usdoko Director : Mr. Oni Febriarto R Director : Ms. Handayani Director* : Mr. Catur Budi Harto * Appointed as the Director of PT Bank Negara Indonesia (Persero) Tbk based on the Annual General Meeting of Shareholders of PT Bank Negara Indonesia (Persero) Tbk on March 16 th, 2017.

2 Audit Committee s members Chairman : Mr. Kamaruddin Sjam Member : Mr. I Wayan Agus Mertayasa Member : Ms. Sumiyati Member : Mr. Maurin Sitorus Member : Mr. Waldy Gutama Member : Ms. Sondang Gayatri Member : Mr. Rachmat Supratman C. Shareholders in Attendance The Meeting was attended by Shareholders representating a total of 8,574,506,637 shares including the Holder of the Dwiwarna Series A shares who has voting rights equal to 80.97% of the total shares with valid voting rights that have been issued by the Company D. Opportunity to Ask Questions and/or Express Opinions The opportunity to ask questions and/or express opinions was provided on each agenda of Meeting raised at the Meeting, except for the seventh agenda of Meeting as it is just a report. Question-andanswer sessions followed each initial explanation given on every item of business at the Meeting and before each resolution was made. E. Resolution Mechanism at the Meeting Resolutions at the Meeting were made based on amicable deliberations in order to reach mutual concensus. In the event that a resolution failed to reach to a mutual concensus through amicable deliberations, a resolution would be made by taking votes. For the first to the sixth agenda of Meeting, open voting process will be applied in which Shareholders or their proxies who cast blank votes or not in favor are asked to raise their hands or submit their voting cards to the Officer. In relation to the eighth agenda of Meeting, the closed voting process will be applied in which Shareholders or their proxies are required to give their votes in written in the voting card provided by the Officer when registration, then submit it to the officer to be counted electronically. In relation to the seventh agenda, it is just a report (there is no voting). F. Independent Parties to count and/or validate the vote The company has appointed independent parties, PT Datindo Entrycom and Notary Fathiah Helmi, SH to count and/or validate the vote. G. Meeting Resolutions 1. The first agenda of Meeting Approval of Annual Report including ratification of Company s Financial Report and Approval of the Board of Commissioners Supervisory Report as well as the ratification of the Annual Report on the Partnership and Community Development Program for the financial year of Number of questioners There were 2 (dua) questioners who raised questions in the first agenda of Meeting.

3 No Questions Answers 1 How s the Company s management see The implementation of banking and the challenges related to the banking financial services holding based on the consolidation as the Company focuses on Government Regulation No.44/2005 housing finance? regarding the way of capital distribution and management of the State s capital on SOE and Limited Companies, as amended by the Government Regulation No.72/2016 in which the State as the shareholder may transfer its shares through inbreng mechanism to other SOE. 2 Is the LDR % of the Company will be fined by the Bank Indonesia or Bank Indonesia to accept the reason of the Company? The implementation of holding is purely the shareholders action and there is no merger or acquisition of holding members. This holding is intended to increase the value, strengthen the competitiveness, business expansion and the independency of the SOE s management. Up to date, the process of holding is still running and waiting for the issuance of the government regulation. The implementation of the holding is expected to strengthen the Company's position as a bank that focuses on housing finance, especially to increase the welfare of Low- Income people in accordance with NAWACITA government program. The Company s LDR is above 100%, considering that the Company must have a long-term funding sources to reduce the risk of maturity mismatch because it has long-term credit also. The Company was not fined by the Bank for this LDR, however, the Company must maintain a minimum of CAR ratio of 14%. Affirmative vote Non Affirmative Vote Abstain 8,554,045,697 (99.76%) 17,117,940 (0.20%) 3,343,000 (0.04%) Resolutions in the first agenda of meeting 1) a The company s Annual Report, included the Board of Commissioners Report as of December 31st, 2016 was approved, and the Company s financial report as of December 31 st, 2016 that had been audited by the Public Accountant Office, Purwantono, Sungkoro

4 & Surja, as stated in the report No. RPC-2935/PSS/2017 dated February 10 th, 2017 with an audit opinion stating that the financial statements present fairly was ratified. b. The Company s financial report of the Partnership and Community Development Program as of December December 31 st, 2016 that had been audited by the Public Accountant Office, Purwantono, Sungkoro & Surja, as stated in the report No. RPC-2973/PSS/2017 dated February 17 th, 2017 with an audit opinion stating that the financial statements present fairly was ratified. 2) For the approval of The company s Annual Report, included the Board of Commissioners Report and the ratification of the Company s financial report as well as The Company s financial report of the Partnership and Community Development Program as of December December 31 st, 2016, then the Meeting granted full release and discharge of responsibility volledig acquite at de charge) to the members of Board of Directors and the members of Board of Commissioners for their management and supervision during the financial year of 2016, as long as the activities do not violate the laws and regulations and reflected in the Company s Annual Report, Financial report and in the financial report of the Partnership and Community Development Program as of December 31 st, The second agenda of Meeting Approval for distribution of the Company s net profit for the financial year of 2016 Number of questioner There was 1 (one) questioner who raised questions in the second agenda of Meeting No Question Answer 1 The Company as a member of HIMBARA where the other members of HIMBARA The Company has a high loan growth target and above the industry's growth gave special dividend, the Company did acceleration program to support the not give the special dividend, what is the reason? Million Houses program of Government. Therefore, the Company must maintain the appropriate level of capital adequacy ratio in accordance with the prevailing laws and regulations. Therefore the Company proposes a dividend payment of 20%. The resolutions were resolved by amicable deliberation Resolutions in the second of agenda of Meeting Approved the use of the Company s net profit for the financial year of 2016 amounted to IDR. 2,618,905,537, sebagai berikut: 1. A dividend of 20% or IDR. 523,781,107, distributed as cash dividend to shareholders which will be paid with the following terms: 1. The government dividend of 60% or IDR 314,268,664, will be paid to the State General Treasury account in IDR No: at Bank Indonesia

5 2. Granted authority to the Company s Board of Directors with substitution rights to arrange the schedule and the procedure of dividend payment for the financial year of 2016 with prevailing laws and regulations. 2. As of 80% or IDR 2,095,124,429, is determined as retained earnings. 3. The Third agenda of Meeting Appointment of Public Accountant Office to audit the Company s Financial Report and the Partnership and Community Development Program s Financial Report for the financial year of 2017 The number of questioners There is no questioner in the third agenda of Meeting Affirmative Vote Non Affirmative Vote Abstain 8,105,194,165 (94.53%) 461,960,572 (5.39%) 7,351,900 (0.08%) Resolutions in the third agenda of Meeting 1. Determined Public Accountant Office Purwantono, Sungkoro & Surja, as the Public Accountant Office to audit the Company s Financial report and the Company s financial report of Partnership and Community Development Program for the financial year of Delegated the authority to the Board of Commissioners to determine the honorarium and other requirements applied for such Public Accountant Office, and determine a substitute Public Accountant Office in the event the Public Accountant Office Purwantono, Sungkoro & Surja, due to any reasons whatsoever, is unable to finish diaudit the Company s financial statement and the financial statement of Partnership and Community Development Program for the financial year of 2017, including to determine the honorarium and other requirements for the substitute Public Accountant Office. 4. The fourth agenda of Meeting Approval of the salaries of Board of Directors and honorarium of Board of Commissioners for the financial year of 2017, tantieme for the Board of Directors and the Board of Commissioners for the financial year of 2016 as well as performance-based long term incentives benefit to the Board of Directors and Board of Commissioners. The number of questioners There is no questioner in the fourth agenda of Meeting Affirmative Vote Non Affirmative Vote Abstain 8,567,572,337 (99.92%) 2,925,400 (0.03%) 4,008,900 (0.05%) Resolutions in the fourth agenda of Meeting 1. To grant power and authority to the Seri A Dwiwarna Shareholders to determine tantiem for the fiscal year 2016, as well as to determine remuneration/honorarium, allowance, benefit, and other incentives for the Company s Board of Commissioners for the fiscal year 2017.

6 2. To grant power and authority to the Company s Board of Commissioners with the prior approval of Seri A Dwiwarna Shaherolders to determine tantiem for the fiscal year 2016, and to determine remuneration/honorarium, allowance, benefit, and other incentives for the Company s Board of Directors and Board of Commissioners for the fiscal year The fifth agenda of Meeting The determination of the Validation of the Minister of State-Owned Enterprises Regulation No. PER-03/MBU/12/2016 dated 16 December 2016 on Amendment to Regulation of Minister of State-Owned Enterprises No. PER-09/MBU/07/2015 regarding Partnership Program and Community Development Program of State-Owned Enterprises. Number of questioner There is no questioner in the fifth agenda of Meeting The resolutions were resolved by amicable deliberation Resolutions in the fifth agenda of Meeting Approved the validation of the Minister of State-Owned Enterprises Regulation No. PER- 03/MBU/12/2016 dated 16 December 2016 on Amendment to Regulation of Minister of State- Owned Enterprises No. PER-09/MBU/07/2015 regarding Partnership Program and Community Development Program of State-Owned Enterprises 6. The sixth agenda of Meeting Change in Company s Article of Association Number of questioner There is no questioner in the sixth agenda of Meeting Affirmative Vote Non Affirmative Vote Abstain 6,899,128,552 (80.46%) 1,620,551,895 (18.90%) 54,826,190 (0.64%) Resolutions in the sixth agenda of Meeting 1. Approve the Amendment of the Company s Articles of Association regarding the Ministry State Owned Enterprises Program to standardize the Articles of Association of the Public State Owned Enterprises. 2. Approve to reconstitute the entire provisions of the Company s Articles of Association with regard to the such changes as stated in item 1 decision above. 3. Granting power and authority with substitution rights to the Board of Directors, to conduct any action which is required in connection with this Meeting Agenda decision, including reconstitute and restate the entire of the Company s Articles of Association in authentic documents before the Notary and report these changes to the relevant authorities to ask approval and/or receipt of the notification of the changes of the Company s Articles of Association, to conduct any action which is required and useful for this purpose without

7 exception, including to make additions and/or changes in the Amendment of the Company s Articles of Association if it is required by the relevant authorities. 7. The seventh agenda of Meeting Reports on realization of Proceeds from Public Offerings of the Shelf Registration Bonds II Bank BTN Phase II The number of questioner This agenda of Meeting is just a report and there is no question and answer session. Voting result and Resolutions in the seventh agenda of Meeting This agenda of Meeting is just a report and there is no voting and decisions 8. The eight agenda of Meeting Change in Company s Management Number of Questioner There is no questioner in the eight agenda of Meeting Affirmative Vote Non Affirmative Vote Abstain 6,790,208,379 (79.19%) 1,598,257,723 (18.64%) 186,040,535 (2.17%) Resolutions in the eight agenda of Meeting 1. Honorably discharged the names below as the members of Board of Directors: - Mr. Maryono as the President Director. - Mr. Mansyur Syamsuri Nasution as the Director. - Mr. Catur Budi Harto as the Director - Mr. Sulis Usdoko as the Director The discharge of the members of the Board of Directors shall be from the closing of this Meeting with gratitude for the contribution of work and insight given during the term of office as member of the Board of Directors of PT Bank Tabungan Negara (Persero) Tbk 2. The following individuals were appointed as members of Board of Directors: - Mr. Maryono as President Director - Mr. R. Mahelan Prabantarikso as Director - Mr. Nixon L.P. Napitupulu as Director - Mr. Budi Satria as Director 3. Mr. Garuda Wiko was appointed as the Independent Commissioner. 4. The end of term of office of the appointed member of Board of Commissioners and Board of Directors shall be until the closing of the 5th Annual General Meeting of Shareholders since their appointment, the Annual General Meeting of Shareholders 2022, and comply with the prevailing laws and regulations without diminishing the right of General Meeting of Shareholders to dismiss those members at anytime. 5. With the discharge and appointment of the members of the Board of Commissioners and Board of Directors of the Company, the composition of Board of Commissioners and Board of Directors shall be:

8 Board of Commissioners President Commissioner/Independent : I Wayan Agus Mertayasa Independent Commissioner : Kamaruddin Sjam Independent Commissioner : Arie Coerniadi Independent Commissioner : Lucky Fathul Aziz Hadibrata Independent Commissioner : Garuda Wiko Commissioner : Sumiyati Commissioner : Maurin Sitorus Commissioner : Iman Sugema Board of Directors President Director : Maryono Direktur : Iman Nugroho Soeko Direktur : Adi Setianto Direktur : Oni Febriarto R. Direktur : Handayani Direktur : R. Mahelan Prabantarikso Direktur : Nixon L.P. Napitupulu Direktur : Budi Satria 6. The Company s Board of Directors has been granted the power and authority to the right of substitution to perform any necessary actions related to the Resolutions of this Meeting in compliance with the prevailing laws and regulations, including issuing notarial statements and informing of the arrangement of the Boards of Commisioners to the Ministry of Law and Human Rights of the Republic of Indonesia as well as request the OJK to conduct test assessments of capability and suitability of the candidates as appropriate H. Schedule and Procedure of Cash Dividend Payment In accordance with the resolution in the second agenda of Meeting, the Meeting has resolved to distribute cash dividends from the Company s net profit in the total amount of IDR 523,781,107, or IDR per share to the Shareholders of Company. The schedule and procedure of the payment of the cash dividends for the Financial Year 2016 are as follows: Schedule of Cash Dividend Payment NO INFORMATION DATE 1 2 Last Date of the Trading Period of the Company s Shares on the Stock Exchange with Dividend Rights (Cum Dividend) Regular and Negotiation market Cash Market First Date of the Trading Period of the Company s Shares on the Stock Exchange without Dividend Rights (Ex Dividend) 24 March March 2017

9 Regular and Negotiation Market Cash Market 27 March March The Date of Registered Shareholders who are entitled to Receive Cash Dividend (Recording Date) 30 March Payment of Cash Dividend for financial year of April 2017 Procedure for Cash Dividend Payment 1. Cash Dividends will be distributed to Shareholders whose names are registered in the Company s Shareholders Registrar ( DPS ) or recording date on March 30th, 2017, and/or the Shareholders of the Company in the sub securities account in PT Kustodian Sentral Efek Indonesia ( KSEI ) at the closing of the Indonesia Stock Exchange on March 30th, For Shareholders whose shares are deposited in KSEI, the Cash Dividends will be paid through KSEI and distributed to the sub securities account of the Securities Company and/or Custodian Banks on April 13rd, The payment receipt of the Cash Dividends will be given by KSEI to the Shareholders through the Securities Account and/or the Custodian Banks where the Shareholders have opened their account. For Shareholders whose shares are not deposited in the collective deposit in KSEI, the Cash Dividends will be trasferred to the Shareholders accounts 3. The Cash Dividends are subject to taxes as regulated under prevailing tax laws and regulations. The tax consequences will be borne by the relevant Shareholders and the amount of Cash Dividends the Shareholders receive will be the amount after applicable tax deductions. 4. Shareholders who are considered onshore taxpayer entities should register their Tax Register Number (Nomor Pokok Wajib Pajak/NPWP) to KSEI or the Company s Share Registrar PT Datindo Entrycom, Jalan Hayam Wuruk No. 28 lantai 2, Jakarta 10120, at the latest 16:00 Western Indonesian Time on March 30th, Without the NPWP, the Cash Dividend will be subject to tax withholding at the rate of 100%. 5. Shareholders who are considered offshore taxpayer entities utilizing the Tax Treaty under the Agreement on the Prevention of the Imposition of Dual Taxes (P3B) has to comply with article No. 26 of the Income Tax law No. 36 of 2008 regarding the Fourth Changes of Law No. 7 Year 1983 regarding Income Tax, and submit copies of the Certificates of Domicile (DGT1 and DGT2) that have been legalized by the Indonesian Tax Service Office to the Company s Share Registrar Office or the Share Administrative Office at the latest on March 31st, Without the required documents, the Cash Dividend will be subject to income tax withholding Article 26 at the rate of 20%. 6. Shareholders whose shares are deposited in the Company s Share Registrar Office may collect their Cash Dividend Tax Deductions Slip at the Securities Company and/or the Custodian Banks where the Shareholders have opened their securities account. For Shareholders who have scripless shares, they may collect it at the Company s Share Registrar, PT Datindo Entrycom, starting from May 15th, Jakarta, March 20th, 2017 Board of Director PT Bank Tabungan Negara (Persero) Tbk.