General Meeting of Shareholders

Transcription

1 296 General Meeting of Shareholders The General Meeting of Shareholders (GMS) is the highest Company organs, and pursuant to the laws, regulations, and the Bank s Articles of Association, has exclusive authority that is not transferable to the Board of Commissioners and Board of s. Through the GMS, shareholders exercise their rights equally in casting votes for important decision-making that will determine the course of the Bank s development and future. SHAREHOLDERS Shareholders are individuals or legal entities that are the legitimate owners of the Bank s shares. Shareholders do not intervene with the functions, duties, and authorities of the Board of Commissioners and Board of s. The GMS is the forum for shareholders to make decisions in a fair and transparent manner for the long term interest of the Bank. In the GMS, shareholders have the authority to exercise their rights pursuant to the Articles of Association and prevailing laws and regulations. AUTHORITY OF GMS The authority of GMS are: 1. Appoint members of the Board of Commissioners and Board of s; 2. Approve or reject reports from the Board of Commissioners and Board of s, including the approval of annual report; 3. Endorse amendments to the Articles of Association; 4. Determine the remuneration for the Board of Commissioners and Board of s; 5. Appoint a Public Accounting Firm; 6. Determine the Bank s retained earnings usage. GMS LEGAL REFERENCE In general, the GMS is held by referring to: 1. The Bank s Articles of Association; 2. Law No. 40 of 2007 on Limited Liability Companies; 3. Law No. 19 of 2003 on State-Owned Enterprise, Financial Services Authority (OJK); and 4. Regulation No. 32/POJK.04/2014 on the Plan and Implementation of Public Companies GMS. SHAREHOLDERS RIGHTS AND RESPONSIBILITIES seeks to always protect the interest of shareholders by observing the prevailing laws and regulations. Shareholders Rights and Authority has 2 (two) types of shares, namely Series A Dwiwarna shares and Series B shares. The Series A Dwiwarna shareholders are the controlling shareholders, which have the following privilege: 1. Owned only by the Government of Indonesia. 2. Nominate members of the Bank s Board of s or Board of Commissioners; 3. Approve the appointment and dismissal of members of the Board of s or Board of Commissioners; 4. Approve amendments to the Articles of Association including capital amendment 5. Approve merger, consolidation, acquisition, and divestment of the Bank; file for bankruptcy; and liquidation of the Bank; 6. Request and/or receive reports from the Board of Commissioners; 7. Request reports and elaboration on certain matters from the Board of s and/or Board of Commissioners by taking into account the prevailing laws and regulations.

2 297 Corporate Profile The shareholders of Series A Dwiwarna and Series B shares have equal rights aside from the privileges reserved for the shareholders of Series A Dwiwarna shares, except otherwise specified by the Articles of Association, among others: 1. Attend, express opinion, and cast a vote in the GMS, based on the principles of 1 (one) share, 1 (one) vote; 2. Receive corporate information in timely, proper, and regular manner, unless concerning confidential matters, allowing shareholders to make investment decisions based on accurate information; 3. Receive share of the Bank s profits appropriated for shareholders in the form of dividends and other profit sharing, correspondent to the number of shares owned; 4. Request to convene a GMS by one or more shareholders, who either alone or jointly represent 1/10 (one-tenth) or more of the total shares issued by the Company with valid voting rights, as long as carried out in good faith, for the Company s interests and not in conflict with laws and regulations and the Articles of Association of the Company; 5. Receive comprehensive and accurate information concerning the procedures of the GMS, so that shareholders can participate in decision-making, including decisions on matters that affect the Company s on-going performance and rights of shareholders; 6. In the event that there is more than one type and class of shares in the Company, then each shareholder has the right to be treated equally and to vote according to the type, classification and the number of shares owned. Shareholders Responsibilities and Obligations 1. All shareholders shall: a. Separate the ownership of Company assets from personal assets; b. Separate their function as shareholders and as members of the Board of Commissioners or Board of s in the event the shareholder holds a position in either of the Bank s organs; 2. The controlling shareholders shall: a. Take into account the interest of minority shareholders and stakeholders pursuant to the prevailing laws and regulations; b. Disclose the ultimate shareholders of the Bank to the law enforcement agency, where suspicion of legal breach arises or is requested by a competent authority. c. Exert accountability and a transparent relationship between companies, where the shareholders are also the controlling shareholders of several other companies. 3. The minority shareholders are responsible to exercise their rights pursuant to the Bank s Articles of Association and prevailing laws and regulations. INFORMATION ACCESS FOR SHAREHOLDERS provides the following information access and channels to enable the shareholders to exercise their rights and responsibilities: 1. GMS, as the medium for the Bank to communicate with shareholders, to present the corporate information and the possibility of shareholders participation in decision making that requires the shareholder approval; 2. Electronic media, such as: a. Stock Exchange website b. Corporate website, which is accessible in both Indonesian and English with the availability of various reports and publications that are easily downloaded by the shareholders and the public; 3. Corporate and official telephone number as a channel to disseminate and stay updated with the latest corporate information; Other communication media for shareholders to access the latest information among others conference call, investor/ analyst meeting, non deal roadshow, conference, public expose and investor/analyst gathering. Management Discussion and Analysis Corporate Social Responsibility Consolidated Financial Statements 2016 OJK Regulation & ARA 2016 Criteria Cross Reference

3 298 INVITATION FOR PUBLIC SHAREHOLDERS TO COME AND TO CAST VOTE A number of efforts undertaken by to invite shareholders to come to the GMS and to cast vote were: 1. Submit notification on the plan to convene the GMS at the latest 14 (fourteen) days prior to the date of GMS invitation and publish the GMS invitation at the latest 21 (twenty one) days prior to the date of the GMS. 2. Submit notification and invitation to the GMS through publication media that is easy to be accessed by shareholders namely national newspapers, stock exchange website and website. 3. Up load materials of the GMS to the website during invitation period. 4. Send and contact details that can be easily accessed to answer questions or handle information request from the shareholders. GMS CHAIRMAN 1. The GMS is led by a member of the Board of Commissioners who is appointed by the Board of Commissioners. 2. In the event that all members of the Board of Commissioners are unavailable to attend the meeting, the GMS is led by one of the Board of s members appointed by the Board of s. 3. In the event that all members of the Board of Commissioners and Board of s are unavailable to attend the GMS, an attending shareholder, appointed from among and by the GMS participants, may lead the meeting. 4. The GMS chairperson should be independent towards the GMS agenda. In the event of all members of the Board of Commissioners and Board of s have a conflict of interest in the GMS, a non-controlling shareholder leads the meeting based on the majority of votes GMS CODE OF CONDUCT 1. The GMS code of conduct will be circulated to all attending shareholders prior to the commencement of the GMS. 2. GMS Chairperson extends the opportunity to shareholders or their proxies to pose questions/responses and/or proposals to the GMS agenda 3. GMS Chairperson or a appointed by the GMS Chairperson will answer or address the questions/ comments from the shareholders. 4. Voting commences after all questions/comments are addressed; only the shareholders or their legitimate proxies have the right to cast a vote. 5. Vote counting and/or validation in a GMS are conducted by an independent party, namely a notary, assisted by the Company-appointed Share Registrar. GMS RESOLUTIONS 1. GMS resolutions are resolved based on amicable deliberation to reach a mutual consensus. 2. Voting is in order if the resolutions failed to reach concensus. Voting observes the requirements of quorum in terms of attendance as well as in terms of passing the GMS resolutions, pursuant to the Articles of Association and prevailing laws and regulations.

4 299 Corporate Profile GMS ATTENDANCE AND DECISION QUORUM GMS resolutions on certain material agenda items need to meet quorum and voting threshold: No Agenda Attendance Quorum Decision Quorum 1 Transfer or placement as collateral assets that represent 50% or more of the Bank s net assets in 1 (one) transaction or several related or separate transactions. 2 Approval of transactions carrying conflict of interests. Votes of shareholders with conflict of interest are deemed the same as votes approved by independent shareholders, or shareholders without conflict of interest. 3 Changes of the Board of s and Board of Commissioners, changes in Articles of Association that does not require ministerial approval, issuance of equity securities and or increase of issued and paid-up capital. 4 Changes to Articles of Association that require ministerial approval. 5 Resolution on corporate merger, consolidation, acquisition, spin-off, bankruptcy filing, or dissolution. Attended by shareholders that represent at least 3/4 (three-fourths) of total shares with legitimate voting rights. Attended by independent shareholders that represent at least ½ (one-half) of total shares with voting rights of independent shareholders. Attended by Shareholders of Series A Dwiwarna and ordinary shareholders representing more than 1/2 (one half) of total shares with legitimate voting rights. Attended by Shareholders of Series A Dwiwarna and ordinary shareholders representing more than 2/3 (two-thirds) of total shares with legitimate voting rights. Shareholders of Series A Dwiwarna and ordinary shareholders representing more than 3/4 (three-fourth) of total shares with legitimate voting rights. 6 Other agenda items other than agenda 1 to 5 above. Shareholders of Series A Dwiwarna and ordinary shareholders representing more than 1/2 (one-half) of total shares with legitimate voting rights. GMS VOTING Approved by more than 3/4 (three-fourths) of total shares with voting rights that attend the meeting. Approved by more than 1/2 (one-half) of total shares with voting rights owned by independent shareholders that attend the GMS. Approved by the Shareholders of Series A Dwiwarna and ordinary shareholders that represent more than ½ (one half) of total shares with voting rights that attend the meeting. Approved by the Shareholders of Series A Dwiwarna and ordinary shareholders that represent more than 2/3 (two-thirds) of total shares with voting rights that attend the meeting. Approved by the Shareholders of Series A Dwiwarna and ordinary shareholders that represent more than 3/4 (three-fourth)s of total shares with voting rights that attend the meeting. Approved by the Shareholders of Series A Dwiwarna and ordinary shareholders that represent more than ½ (one-half) of total shares with voting rights that attend the meeting. Conditions for Voting in the GMS 1. Every 1 (one) share extends its holder 1 (one) voting right. 2. Voting mechanism in GMS: a. Shareholders or their proxies that abstain and that are against the proposed agenda are requested to raise their hands to submit their votes; b. Shareholders or their proxies that do not raise their hands are deemed in favor of the proposed agenda or item in discussion; c. Shareholders or their proxies that abstain will be counted as the same votes with the majority of shareholders who cast their votes; d. The voting result is announced by the GMS Chairman. 3. The attendance of a shareholder in the GMS can be represented by other shareholders or by a third party authorized by a Power of Attorney. Members of the Board of s, Board of Commissioners, Secretary to the Board of Commissioners, and the Bank employees can represent a shareholder in the GMS; however, they shall not cast a vote on behalf of the shareholders. 4. A proxy holder that is authorized by a shareholder to abstain in a vote, or to vote against, but fails to raise hands to express the abstention or disagreement during voting led by the GMS Chairperson, will be regarded as in favor of the item in discussion. Management Discussion and Analysis Corporate Social Responsibility Consolidated Financial Statements 2016 OJK Regulation & ARA 2016 Criteria Cross Reference

5 300 GMS Voting Method with Electronic Tools Registration of GMS participants GMS participants receive barcode Barcode conforms with the number of shares owned and/or represented Barcode as proof of attendance Barcode as voting tool (validating vote) Voting result (yes/no) according to list of attendance GMS Voting Method Involving Independent Parties In conducting a GMS, invites not only shareholders but also third parties in monitoring voting and vote counting. The third parties are a notary and the Share Registrar. Notary The minutes or reports of the GMS must be authenticated by a notary. As such, in every GMS, invites a notary to witness the GMS process firsthand. The notary may also provide opinion/suggestions/correction necessary for the GMS. Share Registrar The Share Registrar of the Bank is tasked to administer the registry of shareholders and to periodically update the list for the Bank. The Registrar s involvement in a GMS serves a number of purposes: 1. To issue written meeting confirmation (KTUR) for employee and other holders of shares registered in the omnibus account and to be distributed to the address of employee or other holders of shares. 2. To register and validate shareholders that attend the GMS. 3. To perform an electronic count for attendance quorum and votes for each agenda item. 4. To provide printed materials relating to voting administration. Besides the notary and Datindo, the GMS also invites other independent parties, according to the agenda of the GMS, among others: Public Accounting firm Public Accounting Firm as independent party conducting the audit on the financial statements of in an independent manner and providing constructive input and advice for the management. Independent Appraiser Consultant And Legal Consultant Independent Appraiser Consultants and Legal Consultants are two independent parties involved in corporate actions, such as issuance of debt securities, mergers, acquisitions, takeovers, and more. The Independent Appraiser Consultant is in charge of ensuring the fairness of the transaction value while Legal Consultant ensuring that all transactions to be conducted are in compliance with the processes and procedures based on prevailing laws and regulations. PREVIOUS YEAR GMS RESOLUTIONS In 2015, convened 3 (three) GMS, with resolutions and realizations/follow ups as follows:

6 301 Corporate Profile of the 2015 Annual GMS The 2015 Annual GMS was convened on March 19, of 2015 Annual GMS AGENDA 1 Approval of the Annual Report and ratification of the Financial Statements and Supervisory Report of the Board of Commissioners in the Fiscal Year 2014, and ratification of the Annual Report and Financial Statement of the Partnership and Community Development Program in the fiscal year of Approved the Annual Report Ratified the Supervisory Report from the Board of Commissioners and Financial Statements of the Company for the fiscal year Ratified the Annual Report of the Partnership and Community Development Program 2014, including the audited Financial Statement Gave full release and discharge (acquit et de charge) to the Board of s and the Board of Commissioners for their management and supervision during the financial year Voting Results Affirmative vote : 20,814,803,678 votes (99.68%) Non Affirmative Vote : 10,645,700 votes (0.05%) Abstain : 56,148,200 votes (0.27%) Approved by GMS. AGENDA 2 Approve the distribution of the Net Profit of the Company for the financial year Approved the distribution of Net Profit of the Company for the financial year of 2014 as follows: a. Rp7,272,494,930, or amounting to 30% was designated as the 2014 Financial Year dividend b. Rp2,666,581,474, or amounting to 11% will be used for Appropriated Reserve c. The rest is allocated as the Company s Retained Earnings 2. Granted authority to the Board of s to set the schedule and the procedure of cash dividend payment of the financial year of 2014 in accordance with the prevailing laws and regulations. 3 Ratified the Annual Report of the Partnership and Community Development Program for fiscal year 2014 including Audited Financial Statements 2014 of the financial year 2014 Voting Results Affirmative Vote : 20,791,712,256 votes (99.57%) Non Affirmative Vote : 28,036,514 votes (0.13%) Abstain : 61,848,808 votes (0.30%) The allowance and retained earnings components in the capital structure was increased. The dividend payout mechanism was announced on 23 March 2015 in Kompas and Bisnis Indonesia newspapers, on the Indonesia Stock Exchange and the Bank website. Management Discussion and Analysis Corporate Social Responsibility The dividend payout was implemented on 22 April AGENDA 3 Approval on the salaries/honorarium including facilities and other allowances in 2015, as well as tantiem for financial year of 2014 for the members of the Board of s and the Board of Commissioners Granted power and authority to the Company s Board of commissioners with prior approval from Series A Dwiwarna Shareholders to determine tantiem for the 2014 Financial Year to all members of the Board of s and Board of Commissioners who served during financial year 2014, as well as the salary/honorarium, allowances and also other facilities for the members of the Board of s and the Board of Commissioners for the year of Voting Results Affirmative vote : 19,678,152,578 votes (94.24%) Non Affirmative vote : 814,944,752 votes (3.90%) Abstain : 388,500,248 votes (1.86%) The amount of bonus, salary, honorarium, allowances and other facilities were established based on the Letter of the Ministry of SOEs No. S-88/D5.MBU/06/2016 dated 27 June 2016 on the Determination of honorarium/salaries, allowances and facilities for 2015 as well as annual bonus based on the performance of the financial year Consolidated Financial Statements 2016 OJK Regulation & ARA 2016 Criteria Cross Reference

7 302 AGENDA 4 Appointment of Public Accountant Firm to audit the Company s Financial Statements and the Partnership and Community Development Program s Financial Statements for the financial year of 2015 Granted the authority to the Board of Commissioners to appoint Public Accountant Firm and a substitute Public Accountant Firm in the event that the appointed Public Accountant Firm for any reasons whatsoever fails to complete the audit of the Company s Financial Statements and the Financial Statements of the Partnership and Community Development Program for the financial year of 2015, as well as to determine the honorarium and other terms applicable to the appointed Public Accountant Firm and the substitute Public Accountant Firm. Voting Results Affirmative Vote : 19,849,223,908 vote (95.06%) Non Affirmative Vote : 620,218,244 vote (2.97%) Abstain : 412,155,426 vote (1.97%) KAP Purwantono, Sungkoro, Surja (Ernst & Young) was appointed by the Board of Commissioners and reported of OJK through Letter B.107-SKP/DHI/07/2016 and disclosed in on 7 July AGENDA 5 Amendment of the Bank s Articles of Association Approved the changes of the Company s Articles of Association, among others, to comply with the Indonesia Financial Services Authority (OJK) Regulation No. 32/POJK.04/2014 regarding the Plan and Implementation of General Meeting of Shareholders for Issuers or Public Companies and Financial Services Authority Regulation No. 33/POJK.04/2014 regarding the Board of s and Board of Commissioners of the Issuers or Public Companies. Voting Results Affirmative vote : 15,442,686,103 votes (73.95%) Non Affirmative vote : 4,401,674,336 votes (21.08%) Abstain : 1,037,237,139 votes (4.97%) Articles of Association has been in compliance with the OJK Regulation No. 33/POJK.04/2014, and was stated in the Notarial Deed of Fathiah Helmi S.H. No. 1 dated 1 April AGENDA 6 Changes in the Company s Board of Commissioners and Board of s 1 Honorably discharged members of the Board of Commissioners: Mr. Bunasor Sanim: President Commissioners/Independent Commissioners Mr. Adhyaksa Dault: Independent Commissioner Mr. Hermanto Siregar: Independent Commissioner Mr. Heru Lelono: Commissioner Ms. Dwijanti Tjahjaningsih: Commissioner 2 Reassigned Mr. Mustafa Abubakar from Vice President/Independent Commissioners to President/Independent Commissioners with terms of office continuing that of Vice President/Independent Commissioners 3 Appointed members of Board of Commissioners: Mr. Gatot Trihargo: Vice President Commissioner Mr. Fuad Rahmany: Independent Commissioner Mr. Sonny Keraf: Independent Commissioner Mr. Adhyaksa Dault: Independent Commissioner Mr. Jeffry W. Wurangian: Commissioner Mr. Gatot M. Suwondo: Commissioner 4 Approved the dismissal as member of the Board of s of the following: Mr. Sofyan Basir and Mr. Sarwono Sudarto effective since appointed as President and of PT Perusahaan Listrik Negara (Persero) on 2 January 2015; Ms. Lenny Sugihat effective since appointed as President of Perusahaan Umum Badan Urusan Logistik on 2 January Honorably discharged the following members from the Board of s Mr. Djarot Kusumayakti: Mr. Sulaiman Arif Arianto: Mr. Suprajarto:

8 303 Corporate Profile AGENDA 6 Changes in the Company s Board of Commissioners and Board of s 6 Reassigned Mr. Asmawi Syam from to President, with terms of office continuing that of 7 Appointed as member of Board of s: Mr. Sunarso: Vice President Mr. Djarot Kusumayakti: Mr. Mohammad Irfan: Mr. Haru Koesmahargyo: Mr.. Donsuwan Simatupang: Mr. Susy Liestiowaty: Mr. Zulhelfi Abidin: Voting Results Affirmative Vote : 15,119,190,736 votes (72.40%) Non Affirmative Vote : 5,084,434,194 votes (24.35%) Abstain : 677,972,648 votes (3.25%) Members of Board of Commissioners: Mr. Gatot Trihargo passed Fit & Proper test based on the Letter of OJK No. SR-99/D.03/2015 dated 1 June 2015 Mr. Fuad Rahmany passed Fit & Proper test based on the Letter of OJK No. SR-85/D.03/2015 dated 19 May 2015 Mr. Sonny Keraf passed Fit & Proper test based on the Letter of OJK No. SR-98/D.03/2015 dated 1 June 2015 Mr. Adhyaksa Dault: Independent Commissioner passed Fit & Proper test based on the Letter of Bank Indonesia No. 12/95/GBI/DPIP/Rahasia dated 20 July 2010 Mr. Jeffry W. Wurangian: Commissioner passed Fit & Proper test based on the Letter of OJK No. SR-137/D.03/2015 dated 3 July 2015 Sdr. Gatot M. Suwondo: Commissioner, resigned with information disclosure of the Company No. B.119-SKP/ DHI/05/2015 dated 29 May Member of Board of s: Mr. Sunarso: Vice President passed Fit & Proper test based on the Letter of OJK No. SR-01/D.03/2015 dated 16 April 2015 Mr. Djarot Kusumayakti: passed Fit & Proper test based on the Letter of Bank Indonesia No. 12/95/GBI/DPIP/ Rahasia dated 20 July 2010 Mr. Mohammad Irfan: President passed Fit & Proper test based on the Letter of OJK No. SR-108/D.03/2015 dated 8 June 2015 Mr. Haru Koesmahargyo: passed Fit & Proper test based on the Letter of OJK No. SR-109/D.03/2015 dated 8 June 2015 Mr. Donsuwan Simatupang: passed Fit & Proper test based on the Letter of OJK No. SR-101/D.03/2015 dated 1 June2015 Ms. Susy Liestiowaty: passed Fit & Proper test based on the Letter of OJK No. SR-108/D.03/2015 dated 8 June 2015 Mr. Zulhelfi Abidin: passed Fit & Proper test based on the Letter of OJK No. SR-138/D.03/2015 dated 3 July 2015 Mr. Asmawi Syam as President passed Fit & Proper test based on the Letter OJK of No. SR-01/D.03/2015 dated 16 April Realization of of Extraordinary GMS I 2015 Management Discussion and Analysis Corporate Social Responsibility Extraordinary GMS I was held on August 12, Resolution of Extraordinary GMS I 2015 Agenda 1 Change of Members of BoD and/or BoC of the Company 1. Approved the dismissal of Mr. Djarot Kusumayakti as the of PT Bank Rakyat Indonesia (Persero) Tbk effective since 8 June Appointed Mr. Kuswiyoto as Voting Results Affirmative Vote : 15,015,915,024 Vote (73.29%) Non Affirmative Vote : 4,544,906,063 Vote (22.18%) Abstain : 926,828,494 Vote (4.52%) Mr. Kuswiyoto as has passed the Fit & Proper test based on the Letter of OJK No. SR-207/D.03/2015 dated 4 November Consolidated Financial Statements 2016 OJK Regulation & ARA 2016 Criteria Cross Reference

9 304 Realization of the from Extraordinary GMS II 2015 II GMS was convened on December 14, from the Extraordinary GMS II 2015 AGENDA 1 Approval of the Acquisition of PT Asuransi Jiwa Bringin Jiwa Sejahtera ( BJS ) including approval of Draft of Acquisition 1 Approved the maximum acquisition of 2,002,022 (two million two thousand and twenty-two) shares of PT Asuransi Jiwa Bringin Jiwa Sejahtera ( BJS ), or equivalent to % (ninety one point zero zero one percent) of the total shares issued and paid-up capital of BJS exercised directly from Pension Fund. 2 Approved the acquisition deed draft. Approved and granted authority with substitution right to the Company s Board of s to perform all necessary actions related to the approval above. Voting Results Affirmative vote : 17,293,825,735 votes (83.41%) Non Affirmative vote : 3,333,222,446 votes (16.07%) Abstain : 104,625,500 votes (0.50%) completed the acquisition of BJS shares with the approval of OJK No.S-151/PB.31/2015 dated 23 December 2015 and Notarial Deed of Acquisition of Shares No. 41 Year 2015 by Notary Fathiah Helmi, S.H. AGENDA 2 Approval on the enactment of Regulation of Ministry of State-Owned Enterprises PER-09/MBU/2015 on the Partnership Program and Community Development Program Approval on the enactment of Regulation of Ministry of State-Owned Enterprises PER-09/MBU/2015 on the Partnership Program and Community Development Program to be enacted in Voting Results Affirmative vote : 20,712,392,481 votes (99.90%) Non Affirmative Vote : 0 votes (00,00%) Abstain : 19,281,200 votes (0.09%) The implementation of the Partnership and Community Development Program is based on the Regulation of the Minister of SOEs No. PER-09/MBU/2015 dated July 3, GMS IN THE YEAR UNDER REVIEW Throughout 2016, convened 1 (one) Annual General Meeting on March 23, 2016 with the following explanation: Implementation of Resolution of GMS 2016 Notification Announcement Invitation Execution Announcement of Results GMS notification submitted to the Financial Services Authority (OJK) on 4 February 2015 Published on 15 February 2015 on website in Indonesian and English, and published in Bisnis Indonesia daily newspaper. Published on 1 March 2015 on website in Indonesian and English, and published in Bisnis Indonesia daily newspaper. Date: 23 March 2016 Venue: Head Office Gedung I Fl. 21 Published on 24 March 2015 on website in Indonesian and English, and published in Kompas and Bisnis Indonesia daily newspaper. 37 (thirty seven) calendar days prior to the GMS 22 (twenty two) calendar days prior to the GMS 1 (one) calendar day after the GMS

10 305 Corporate Profile ATTENDANCE OF SHAREHOLDERS, DIRECTORS, AND COMMISSIONERS IN THE GMS All members of the Board of Commissioners and Board of s attended the AGM 2016, with the following information: Shareholders Board of s Board of Commissioners The meeting was attended by shareholders and/or their proxy/ representatives representing 20,426,943,365 shares of total shares with valid voting rights that have been issued by the Company. Asmawi Syam Sunarso A. Toni Sutirto Randi Anto Gatot Mardiwasisto Mohammad Irfan Zulhelfi Abidin Susy Liestiowaty Donsuwan Simatupang Haru Koesmahargyo Kuswiyoto Gatot Trihargo Ahmad Fuad Adhyaksa Dault A. Fuad Rahmany Sonny Keraf Vincentius Sonny Loho Jeffry J. Wurangian 83.55% 100% 100% Management Discussion and Analysis RESOLUTIONS OF GMS FOR THE YEAR UNDER REVIEW of the Annual GMS 2016 AGENDA 1 Approval of the Annual Report including the ratification of the Company s Consolidated Financial Statements and the Board of Commissioners Supervisory Actions Reports as well as the ratification of the Annual Report including the Financial Report of the Partnership and Community Development Program for the financial year of Explanation A regular agenda of Annual GMS in accordance with the Articles of Association and prevailing rules and regulations. 1. Approved and ratified the 2015 Annual Report of the Company, including the Board of Commissioners Supervisory Actions Reports for fiscal year 2015 and consolidated Financial Statements of the Company for the fiscal year ended December 31, 2015, audited by Public Accounting Firm Purwantono, Sungkoro and Surja based on Report No. RPC- 250/PSS/2016 dated 29 January Approved and ratified the 2015 Annual Report of the Partnership and Community Development Program, which is an integral part of the Annual Report of the Company including the Financial Report of the Partnership and Community Development Program for the financial year ended December 31, 2015, audited by Public Accounting Firm Purwantono, Sungkoro and Surja based on Report No. RPC-119/PSS/2016/DAU dated 23 January Granted the full release and discharge (acquit et de charge) to all members of the Company s Board of s and Board of Commissioners for their management and supervision during the financial year ended December 31, 2015, including management and supervision on the Partnership and Community Development Program, provided that such action is not categorized as a criminal action and is reflected in the Company s Annual Report and consolidated Financial Statements and the Annual Report of the Partnership and Community Development Program for the Fiscal Year ended December 31, Voting Results Affirmative Vote : 20,400,391,665 votes (99.87%) Non Affirmative Vote : 2,148,800 votes (0.01%) Abstain : 24,402,900 votes (0.11%) Question & Answer Approved by GMS. No response/question from shareholders Corporate Social Responsibility Consolidated Financial Statements 2016 OJK Regulation & ARA 2016 Criteria Cross Reference

11 306 AGENDA 2 Approval of the use of the Net profit of the Company for the financial year of 2015 Explanation The use of Company s net profit was decided in the Annual General Meeting to be allocated among others, for distribution of dividends, allowance for Partnership Program and Community Development (PKBL) funds and for retained earnings, in accordance with the Articles of Association and the Regulation of Minister of SOEs No. PER-09/MBU/07/ Approved the use of the Company s consolidated net profit of the Fiscal Year 2015 amounting to Rp25,397,740,886, as follows: % or a sum of Rp7,619,322,266, is allocated as Dividend for the Fiscal Year The remaining balance will be used as Retained Earnings. The fund allocated for the Community Development Program in 2016, which was amounted to Rp253, million, is provided at the Company expenses. 2. Granting power and authority to the Board of s to determine the schedule and procedure for the distribution of Dividend for Fiscal Year 2015 in comply with the legislation in force. Voting Results Affirmative Vote : 20,327,067,643 votes (99.51%) Non Affirmative Vote : 73,237,022 votes (0.13%) Abstain : 26,638,700 votes (0.35%) The allowance and retained earnings are increased. The mechanism for the payment of dividend was published on March 24, 2016 in Bisnis Indonesia Newspaper, Indonesia Stock Exchange website and the Company s website, in bahasa Indonesia and English. Distribution of Dividend was carried out on 22 April Question & Answer Question/Response Answer 1. How much is the nominal of Dividend per Share? Dividend to be paid is Rp per share 2. Is the 30% dividend is in accordance with what was articulated in s IPO prospectus in 2003? 3. The economic slowdown affecting the credit decline, will the government plans to a single digit be a challenge/opportunity? How many % was the reserve for the credit decline? It is true that the s prospectus during IPO in 2003 stated that Dividend to be distributed was 50%, but by taking into account the Company s financial condition and business development plan. The approval on the amount of dividend pay-out ratio and/or the amount of dividend each year is given in the GMS. With the increasing competition among banks, as well as the efficiency, the gradual decline in interest rates towards the single digit will eventually happen. For, single digit has been started with KUR. AGENDA 3 Approval on the salary, honorarium, and tantiem for member of the Board of s and Board of Commissioners. Explanation In accordance with Company s Article of Association, salary/honorarium and allowance for the members of the Board of s and the Board of Commissioners shall be determined by the General Meeting of Shareholders, where the authority of the General Meeting of Shareholders may be delegated to the Board of Commissioners. Granted the power of attorney to the Board of Commissioners upon gaining approval from Series A Dwiwarna Shareholders to determine the tantiem of the fiscal year 2015 for members of BoD and BoC who served in 2015, as well as determine the amount of salary, honorarium, facilities and/or other allowance for members of BoD and BoC in Voting Results Affirmative Vote : 19,062,472,700 votes (93.32%) Non Affirmative Vote : 1,013,517,937 votes (4.96%) Abstain : 350,952,728 votes (1.72%) Question & Answer Minister of SOE Letter No. S-88/D.5-MBU/06/2016 dated 27 June 2016 on honorarium/salary/benefits and facilities for fiscal 2016 and tantiem for fiscal No response/question from shareholders

12 307 Corporate Profile AGENDA 4 Appointment of Public Accountant Firm to audit the Company s Financial Report and the Financial Report on the Partnership and Community Development Program for the financial year of Explanation In accordance with Company s Article of Association, the Annual General Meeting of Shareholders determines the Public Accountant Firm to audit on going Company Report based on proposal from Board of Commissioners or conferral of power on the Board of Commissioners to determine Public Accountant Firm. Granted power of attorney to the Board of Commissioners to appoint Public Accounting Firm (KAP) or alternate KAP in the event that the appointed KAP for whatever reason failed to accomplish the audit on the Financial Statements of the Company and the Financial Statements of Partnership and Community Development Program for fiscal year 2016 and determine the honorarium and other requirements for the said KAP and alternate KAP. Voting Results Affirmative Vote : 19,377,485,540 votes (94.86%) Non Affirmative Vote : 965,520,331 votes (4.73%) Abstain : 83,937,494 votes (0.41%) Question & Answer AGENDA 5 Board of Commissioner Letter No. R.25-KOM/06/2016 dated 14 June 2016 regarding the Approval on RKAP for Fiscal Year No response/question from shareholders Approval of the Management and Employee Stock Ownership Program using the treasury stock. Explanation The implementation of the Regulation of Minister of SOE No. PER-04/MBU/2014 on guidelines for the Determination of the Remuneration for the Board of s, Board of Commissioners and Board of Trustees of SOEs, as well as a follow up of the implementation of the OJK Regulation No. 2/POJK.04/2013 on Buyback of Shares Issued By Public Company In a Significantly Fluctuating Market Condition. Approved the transfer of shares to be recorded as treasury stock, for the exercise of MESOP, as well as granted BoC the power of attorney to decide the MESOP upon gaining written consent from Series A Dwiwarna Shareholders. Voting Results Affirmative Vote : 14,936,398,153 votes (73.12%) Non Affirmative Vote : 4,648,552,386 votes (22.76%) Abstain : 841,992,826 votes (4.12%) Question & Answer AGENDA 6 MESOP Program is still waiting for the decision from the Ministry of SOE regarding the additional long-term benefit for the management of the Company. Still processing No response/question from shareholders Change of the Management of the Company Explanation The implementation of the Regulation of Minister of SOE No. PER-04/MBU/2014 on guidelines for the Determination of the Remuneration for the Board of s, Board of Commissioners and Board of Trustees of SOEs, as well as a follow up of the implementation of the OJK Regulation No. 2/POJK.04/2013 on Buyback of Shares Issued By Public Company In a Significantly Fluctuating Market Condition. 1. Dismissed with honor the following members from the Board of s: Mr. A. Toni Soetirto : as Mr. Randi Anto : as Mr. Gatot Mardiwasisto : as The dismissal of the said members of the BoD is in effect from the close of this meeting, by thanking them for their contribution during their service as members of the BoD. Management Discussion and Analysis Corporate Social Responsibility Consolidated Financial Statements 2016 OJK Regulation & ARA 2016 Criteria Cross Reference

13 308 AGENDA 6 Change of the Management of the Company 2. Proposed the following to be appointed as members of Board of s: Mr. Randi Anto : as Mr. Sis Apik Wijayanto : as Mr. Priyastomo : as The newly appointed members of the BoD can discharge their duties and function after obtaining approval from the Financial Services Authority and meeting all prevailing rules. The terms of office of the newly appointed members of the BoD is until the close of the 5th GMS following the appointment of said persons, by observing the rules and regulations in the capital market and without prejudice to the rights of GMS to dismiss them at any time. 3. Appointed Mr. Mahmud as Commissioner of the Company. The newly appointed member of the BoC can discharge his duties and function after obtaining approval from the Financial Services Authority and meeting all prevailing rules. The terms of office of the newly appointed member of BoC is until the close of the 5th GMS following the appointment of said person, by observing the rules and regulations in the capital market and without prejudice to the rights of GMS to dismiss him at any time. 4. With the above dismissals and appointments, the composition of Board of Commissioners and Board of s are as follows: Board of Commissioners President Commissioner/Independent Commissioner : Mustafa Abubakar Vice President Commissioner : Gatot Trihargo Independent Commissioner : Ahmad Fuad Independent Commissioner : Adhyaksa Dault Independent Commissioner : A. Fuad Rahmany Independent Commissioner : A. Sonny Keraf Commissioner : Vincentius Sonny Loho Commissioner : Jeffry J. Wurangian Commissioner : Mahmud Board of s President Vice President : Asmawi Syam : Sunarso : Mohammad Irfan : Zulhelfi Abidin : Susy Liestiowaty : Donsuwan Simatupang : Haru Koesmahargyo : Kuswiyoto : Randi Anto : Sis Apik Wijayanto : Priyastomo 5. Granting power of attorney to the Board of s with rights of substitution to take any necessary measures related to the resolutions of this agenda in compliance with the prevailing rules and regulation, including to state in separate Notarial Deed and submit the composition of the Boards to the Ministry of Law and Human Rights, and request the Financial Services Authority to conduct the Fit & Proper Test on the candidate of s and Commissioners in accordance with the prevailing rules and regulations. Voting Results Affirmative Vote : 14,936,398,153 votes (73.12%) Non Affirmative Vote : 4,648,552,386 votes (22.76%) Abstain : 841,992,826 votes (4.12%) Board of s Mr. Randi Anto passed the Fit & Proper as based on the Letter of Bank Indonesia No. 13/68/GBI/DPIP/ Rahasia dated 4 July 2011 Mr. Sis Apik Wijayanto passed the Fit & Proper as based on the Letter of OJK No. SR-85/D.03/2016 dated 20 May 2016 Mr. Priyastomo passed the Fit & Proper as based on the Letter of OJK No. SR-105/D.03/2016 dated 21 June 2016 Board of Commissioners Mr. Mahmud is still undergoing Fit & Proper Test as Commissioner. Question & Answer Still processing No response/question from shareholders

14 309 Corporate Profile REALIZATION OF GMS RESOLUTIONS AND REASONS BEHIND UNREALIZED RESOLUTIONS As shown the above table, the status of GMS resolutions are as follows: 1. Previous GMS All resolutions from the 2015 GMS, of the Annual GMS and two Extraordinary GMS, were fully realized (100%) and consequently there was no resolution from 2015 GMS that needs to be further realized. 2. GMS for the fiscal year All resolutions of the 2016 GMS for the Agenda 1 (one) to Agenda 4 (four) were fully realized (100%). 2 (two) agenda items have not been fully realized, namely: Agenda 5 regarding the Approval on transfer of Stock from Buyback to exercise to be used in Management and Employee Stock Ownership Program is still in approval process of Dwiwarna Series A Shareholder. Agenda 6 regarding Change of Board membership of the Company, is still waiting for the result of Fit and Proper test of Mr. Mahmud, which is still in progress as of end of Fiscal Year Consolidated Financial Statements 2016 Management Discussion and Analysis Corporate Social Responsibility OJK Regulation & ARA 2016 Criteria Cross Reference