EXPLANATION ON THE AGENDA OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS ( THE MEETING ) 2018 PT BANK OCBC NISP Tbk.

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1 EXPLANATION ON THE AGENDA OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS ( THE MEETING ) 2018 PT BANK OCBC NISP Tbk. ( THE COMPANY ) Agenda 1 Approval on the Company s Annual Report for Financial Year 2017 The Company will submit the subject matters of the Company s Annual Report for the financial year 2017 which include Financial Statements, the Board of Directors Report and Report on the Board of Commissioners Supervision of the Company s course during 2017 in order to obtain the approval and ratification of the Meeting. Agenda 2 Appropriation of the Company s Profit earned in the Financial Year 2017 The Company will propose to the Meeting to approve the appropriation of the Company s net profit earned in the financial year ended on 31 December 2017, namely to strengthen the Company s capital position instead of being distributed as dividends. Agenda 3 Accountability of Realization on the Actual Use of the Proceeds from Public Offering The Company will report to the Meeting that the funds obtained from Public Offering of Continuous Bonds II Phase II of 2017 at a Fixed Rate after deducted by the issuance cost, in the amount of Rp Million was entirely used for business growth in the form of credit extension in accordance with the plan set forth in the prospectus. This report has also been submitted to the Financial Services Authority (FSA) via mail on 11 January The Company will also report to the Meeting that the funds obtained from Public Offering of Continuous Bonds (PUB) II Phase III of 2017 at a Fixed Rate after deducted by the issuance cost, in the amount of Rp Million was entirely used for business growth in the form of credit extension in accordance with the plan set forth in the prospectus. In accordance with the plan of actual use in the prospectus, the remaining funds of PUB II Phase III of 2017 in the amount of Rp Million, will be entirely used for business growth in the form of credit extension in This report has also been submitted to the FSA via mail on 11 January Agenda 4 Distribution of Bonus Share The Company will propose to the Meeting to distribute bonus share derived from additional paid-in capital with the ratio 1:1, which every shareholder of 1 (one) share of the company will get 1 (one) bonus share. It is expected that with the distribution of bonus shares from the additional paid-in capital can increase the number of shares owned by investors in addition to the trading of shares in the Indonesia Stock Exchange may be increasingly liquid and the Company's shares can be more attractive to the investors. The distribution of bonus share will refer to Bapepam Regulation IX.D.5 regarding Bonus Shares, thereby amending Article 4 paragraph (2) and (3) of the Company s Articles of Association. 1

2 Agenda 5 Repurchase of the Company Shares for Variable Remuneration Distribution in accordance with Financial Services Authority (FSA) Regulation No. 45/POJK.03/2015 In accordance with FSA Regulation No. 45/POJK.03/2015 regarding the Implementation of Corporate Governance in the Distribution of Remuneration for Commercial Bank, the Company will propose to the Meeting to repurchase the Company shares which will be used for the distribution of variable remuneration based on 2017 performance to the Company s management and employees. The plan of repurchase of the Company Shares will be conducted in accordance with the prevailing laws and regulations of the Republic of Indonesia, including the Law of the Republic of Indonesia no. 40 year 2007 regarding Limited Company and FSA Regulation No. 30/POJK.04/2017 regarding Repurchase of Shares Issued by Public Company. Agenda 6 Increase of Authorized Capital The Company will propose to the Meeting to increase the authorized capital of the Company to support the Company's business growth in the future. In accordance with the Company s Article of Association, the Increase of Authorized Capital shall only be done based on the Meeting s decision, thereby amending Article 4 of the Company s Articles of Association. Agenda 7 Approval of Recovery Plan including Approval to have Debt Instruments that have Capital Characteristics in accordance with FSA Regulation No. 14/POJK.03/2017 In Accordance with FSA Regulation No. 14/POJK.03/2017 regarding Recovery Plan for Systemic Bank, the Company shall prepare and submit the Recovery Plan to FSA and the Recovery Plan shall obtain shareholder s approval in the General Meeting of Shareholders. The FSA Regulation also requires the Company to have debt instruments which have capital characteristics and must be fulfilled no later than December 31, Company will propose to the Meeting to approve the Company s Recovery Plan, including approval to have debt instruments which have capital characteristics to comply with FSA Regulation No. 14/POJK.03/2017. Agenda 8 Appointment of the Public Accountant for 2018 and Determination of the Relevant Honorarium and other Qualifications with regard to the Appointment Since the determination of the Public Accountant for 2018 still requires more time, the Company will propose to the Meeting to grant the power and authority to the Board of Commissioners based on the recommendation of Audit Committee, to appoint a Public Accountant to audit the books and records of the Company for the financial year 2018 in accordance with the criteria of FSA Regulation No. 13/POJK.03/2017, and to determine the relevant honorarium and other qualifications for such appointment. Agenda 9 Changes in the composition of the Company s Board of Commissioners and Board of Directors along with the determination of their salaries/honoraria and allowances In relation to the expiring term of office of several members of the Board of Directors and Board of Commissioners of the Company upon the closing of the Meeting, in accordance with the 2

3 recommendations of the Remuneration and Nomination Committee, it is proposed to reappoint Samuel Nag Tsien as Commissioner, and Martin Widjaja as Director, and also appoint Mirah Wiryoatmodjo (effective after obtaining OJK approval) as Director for a term of office since the closing of this Meeting to the closing of AGMS of In addition, in accordance with the Remuneration and Nomination Committee, it is proposed to appoint Rama Pranata Kusumaputra as Independent Commissioner, effective after a cooling-off period of at least 6 (six) months, and obtain the FSA approval until the closing of the Annual General Meeting of Shareholders of In relation with the determination of salary/honorarium and allowances of the Board of Commissioners and Board of Directors of the Company, it has been determined at the Annual General Meeting of Shareholders held on 7 April 2016 for the fiscal year 2017 up to the fiscal year Whereas the curriculum vitae of the aforementioned members of the Board of Commissioner and Board of Directors are as follows: 3

4 Name : Samuel Nag Tsien Age : 63 years old Citizenship : British He graduated with Honours from University of California, Los Angeles (UCLA) (1977) with a degree of Bachelor of Arts in Economics. Commissioner of Bank OCBC NISP since December 12, : President and Chief Executive Officer of Bank of America (Asia) : Director of the Board, President and Chief Executive Officer of China Construction Bank (Asia) present: Director of Mapletree Investments Pte Ltd. He is also Group Chief Executive Officer of OCBC Bank, Chairman of OCBC Wing Hang (China) Ltd., and served in the boards of major OCBC Group companies, including Great Eastern Holdings, OCBC Bank (Malaysia) Bhd, OCBC Wing Hang Bank, Ltd. and Bank of Singapore. 4

5 Name Age Citizenship : Rama Pranata Kusumaputra : 52 years old : Indonesia Bachelor of Economics from Catholic University of Atmajaya, Jakarta (1989). Managing Director of Bank OCBC NISP since July 3, Previously held numerous positions at Bank Bali for 11 years, with last position as General Manager. 2001: Joined Bank NISP as Regional Coordinator of Greater Jakarta. 2005: Assistant Director of Bank NISP. During his service as Director, he handled the fields of: Network, Commercial, Human Capital, General Affairs, Compliance, Corporate Communication and Corporate Secretary. 5

6 Name : Martin Widjaja Age : 45 years old Citizenship : Indonesia Master of Business Administration (1996) and Bachelor of Science, Cum Laude (1995) from Chapman University, Orange, California, USA. Managing Director of Bank OCBC NISP since September 10, More than 20 years of experience in the banking industry, of which the last 12 years working at HSBC with last position as Senior Vice President & Head of International and Large Local Corporation ( ). 6

7 Name : Mirah Wiryoatmodjo Age : 51 tahun Citizenship : Indonesia Bachelor of Science, University of Auckland (1988) Previously she was Compliance Director of PT Bank Permata Tbk. ( ). Prior working experience includes several positions, among others as Compliance Director of Citibank NA, Indonesia ( ), Vice President of Bank Danamon Indonesia ( ), Senior Manager and Vice President of Citigroup Indonesia ( ), Senior Manager of EXCO Nusantara Indonesia ( ) and various positions at Bakrie Group. 7