ANNOUNCEMENT OF SUMMARY OF MINUTES OF

Transcription

1 ANNOUNCEMENT OF SUMMARY OF MINUTES OF ANNUAL GENERAL MEETING OF SHAREHOLDERS FOR THE FISCAL YEAR OF 2014 PT BANK PEMBANGUNAN DAERAH JAWA BARAT & BANTEN, Tbk. The Board of Directors of PT Bank Pembangunan Daerah Jawa Barat dan Banten Tbk.,( having its domicile in Bandung and hereinafter referred to as the Company ), hereby announces that the Company has convened the Annual General Meeting of Shareholders for the fiscal year of 2014 (hereinafter referred as the Meeting ) on : A. Day/Date, Time and Place Day/Date : Tuesday, 31 March 2015 Time : Western Indonesia Time (WIB) WIB Place : Trans Grand Ballroom The Trans Luxury Hotel Jl. Jend. Gatot Subroto No. 289 Bandung B. Members of the Company s Board of Directors and Board of Commissioners in Attendance BOARD OF COMMISSIONERS Commissioner DIRECTORS President Director Commercial Director Consumer Director Micro Director Finance Director Director of Operations Director of Compliance and Risk Management : Mr. Muhadi : Mr. Achmad Baraba : Mr. Klemi Subiyantoro : Mr. Rudhyanto Mooduto : Mr. Yayat Sutaryat : Mr. Ahmad Irfan : Mrs. Suartini : Mrs. Fermiyanti : Mr. Agus Gunawan : Mrs. Nia Kania : Mr. Benny Santoso : Mr. Zaenal Aripin

2 C. Shareholders in Attendance The Meeting was attended by shareholders and/or their proxy/representative representing 8,215,340,302 shares in the Company, including the series A shares representing 7,214,218,666 or constituting 84.73% of the total shares with valid voting rights that have been issued by the Company up to the date of Meeting, totaling 9,696,291,166 shares which comprised of : - 7,272,218,666 series A shares - 2,424,072,500 series B shares ; Based on the Company s Shareholders Registry dated 6 March 2015 at WIB (hereinafter referred as the Shareholders ). D. Agenda The Meeting was convened with the following agendas : 1. The approval of the Company s Annual Report, approval of the Board of Commissioners Supervisory Actions Report for the financial year 2014 and validation of the Company s Consolidated Financial Statements for the financial year 2014 along with granting full release and discharge (acquit et de charge) to all members of the Board of Directors for the management actions and to all members of Board of Commissioners from the supervisory actions carried out for the financial year Approval for the distribution of the Company s net profit including the dividend distribution for the financial year The delegation of authority to the Board of Commissioners in the appointment of a Registered Public Accountants Firm to perform the audit on the Company s Financial Statements for the financial year Report of the utilization of proceeds from the Company s initial public offering in Changes in Pension Fund Regulation. 6. The amendment of the Company s Articles of Association, in compliance with the Indonesia Financial Services Authority (OJK) Regulations. 7. The amendment of the members of the Company s Board E. Resolutions Mechanism in the Meetings In the Meeting, resolutions were resolved based on an amicable deliberation in order to reach a mutual consensus. In the event that the resolutions based on the deliberation failed to be reached, the resolutions were resolved by way of voting. On the First, Second, Third, Fifth, Sixth and Seventh Agendas, resolutions were resolved by way of voting while for the Fourth Agenda resolution is not required because it is only for reporting purposes. F. Opportunities to The Shareholders and Its Proxy/Representative to Raise Questions and Voting Result & Voting Result for Each Meeting Resolutions Agenda Affirmative Vote Non Affirmative Vote Abstain Opinion I Share(s) (99,82%) 0 Share (0%) Share(s) (0,18%) 4 (four) person(s)

3 Series B : II III IV V VI VII Share(s) (99.66%) Series B : Share(s) (96,98%) Series B : No need for voting because only for reporting purposes Share(s) (90,77%) Series B : Share(s) (96,58%) Series A : Series B : Shares(s) (99,32%) Series B : Share (0%) Share(s) (2,65%) No need for voting because only for reporting purposes Share(s) (8,77%) Share(s) (2,34%) Share(s) (0,04%) Share(s) (0,33%) Which is entirely a Series Shares (0,37%) No need for voting because only for reporting purposes Shares (0,46%) Seri B Share(s) (1,08%) Series A : Series B : Share(s) (0,64%) 6 (six) person(s) 0 (nil) person (s) 0 (nil) person (s) 1 (one) person (s) 1 (one) person (s) 5 (five) person(s) Notes: % is the composition of the total shares with voting rights present at the Meeting G. Meeting Resolutions The Meeting has resolved the following resolutions as set forth in Deed of Minutes of the Annual General Meeting of Shareholders of PT Bank Pembangunan Daerah Jawa Barat & Banten, Tbk. No.117, dated 31 March 2015, made by Public Notary R. Tendy Suwarman, SH. It is summarized in the following : In the First Meeting Agenda : a. Approved the Company s Annual Report and approved the Board of Commissioners Supervisory Actions Report for the financial year b. Ratified the Company s Consolidated Financial Statements for the financial year 2014 which has been audited by Purwantono, Suherman & Surja Public Accountant Office, a member of Ernst & Young Global with unqualified opinion in accordance with Financial Accounting Standards in Indonesia as stated in its report No. RPC-6883/PSS/2015 dated 4 March c. With the approval of the Annual Report and the ratification of the Company's Consolidated Financial Statements for the financial year 2014, the Meeting grants full release and discharge of responsibility (acquit et de charge) to all members of the Board of Directors for the actions of management and to all members of the Board of Commissioners on from the supervisory actions carried out for the financial year 2014 as far as actions are reflected in the Company's Financial Statements.

4 In the Second Meeting Agenda : Approved and determined the distribution of the Net Profit for the financial year of 2014 in the amount of IDR 1,103,553,642,073.- (one trilion one hundred three billion five hundred fiftythree million six hundred fourty-two thousand seventy-three rupiahs) as follows : a. 63% (sixty three percent) of the Company s net profit for financial year of 2014 or in the amount of IDR 694,254,447,486.- (six hundred ninety-four billion two hundred fifty-four million four hundred fourty-seven thousand four hundred eighty-six rupiahs) shall be distributed as cash dividends to the shareholders of the Company. This will grant full power and authority to the Board of Directors to arrange the payment procedures and executions of the distribution of the cash dividend in accordance with applicable regulations. b. 37% (thirty seven percent) of the Company s net profit for financial year of 2014 or in the amount of IDR 409,299,194,587.- (four hundred nine billion two hundred ninety-nine million one hundred ninety-four thousand five hundred eighty-seven rupiahs) shall be allocated as for appropriated reserves. In the Third Meeting Agenda : Authorized the Board of Commissioners to : a. Appoint public accounting firm to audit the company's financial statements for financial year of 2015 b. Imposed additional requirements as well as the amount of audit services with regard to fairness and scope of audit work. In the Fourth Meeting Agenda : Utilization proceeds Report from Company s initial public offering in As of December 31, 2014, Use of Proceeds from Initial Public Offering are as follows: a. 80% of the proceeds allocated to the loans expansion including SME worth IDR 1,143,552,608,643.- (one trillion one hundred forty-three billion five hundred fifty- two million six hundred eight thousand six hundred forty-three rupiahs) had been fully used. b. 10% of the proceeds allocated to the expansion of branch network worth IDR 142,944,076,080.- (one hundred forty-two billion nine hundred forty-four million seventy six thousand eighty rupiahs) had been fully used. c. 10% of the proceeds allocated for development of information technology worth IDR 142,944,076,080.- (one hundred forty-two billion nine hundred forty-four million seventy-six thousand eighty rupiahs) had been used IDR 91,259,767,085.- (ninety one billion two hundred fifty-nine million seven hundred sixty-seven eighty-five rupiahs). Therefore, the remaining proceeds from the initial public offering of IDR 51,684,308,995.- (fifty one billion six hundred eighty-four million three hundred eight thousand nine hundred ninetyfive rupiahs) had not been used and was planned to be used in 2015.

5 In the Fifth Meeting Agenda : Approval of other retirement benefits amounting to IDR 1,000,000.- (one million rupiahs) which is given ahead of the Eid al-fitr Day and began in 2015 or after the Pension Fund Regulation obtaining approval from Otoritas Jasa Keuangan (OJK). In the Sixth Meeting Agenda : 1. Approved amendments of the Articles of Association of the Company, to comply with Financial Services Authority Regulation No. POJK No.32/POJK.04/2014 regarding The Plan and Implementation of A General Meeting of Shareholders for an issuer or a Public Company, Financial Services Authority Regulation No.33/POJK.04/2014 regarding the BOD and BOC of an issuer or a Public Company. 2. Approved to restate the entire provisions of the Articles of Association in connection with the changes as referred to in point 1 (one) above. 3. Provided power and authority to the BOD with the right of substitution to perform all necessary actions relating to the decision of this meeting agenda, including to arrange and restate the Article of Association as decided in point 2 (two) above in a Notarial Deed and then deliver to relevant authorities for approval and/or receipt of notification of the amendment, and then do everything that is necessary and useful for this purpose without exclusion, including to do additions and/or changes in the amendment of the Articles of Association if it is required by the relevant authorities for approval and/or receipt of notification of the amendment, and then do everything that is necessary and useful for this purpose without exclusion, including to do addition and/or changes in the amendment of the Article of Association if it is required by the relevant authorities. In the Seventh Meeting Agenda : 1. Approval of the resignation of Mr. Taufiequrachman Ruki from his post as President Commissioner of the Company as stated ina letter dated 20 Februari 2015, which expressed gratitude for the contribution of labor and thought that he had given during his term of office as President Commissioner. 2. Approval of the honorable discharge of Mr. Wawan Ridwan as Commissioner of the Company as of the closing of this Meeting, with gratitude for the contribution of labor and thought that he had given during his term of office as Commissioner. 3. Approval of the honorable discharge of BOC and BOD of the Company whose term of office ended as of the closing of this Meeting. Present at the meeting was Mr. Muhadi as Commissioner, Mr. Klemi Subiyantoro as, Mr. Achmad Baraba as, Mr. Rudhyanto Mooduto as, Mr. Yayat Sutaryat as and Mr. Zaenal Aripin as Director of Compliance and Risk management who all praised the contribution of labor and thought that he had given during his term as BOC and BOD. 4. The reappointment of the members of BOC namely Mr. Muhadi as Commissioner, Mr. Klemi Subiyantoro as, Mr. Rudhyanto Mooduto to Independent Commissioner and Mr. Yayat Sutaryat as Beginning from the end of this Meeting until the closing of the 4 th Company s Annual General Meeting of Shareholders since their appointment. 5. Due to the vacant position of President Commissioner, the Meeting appointed Mr. Klemi Subiyantoro to carry out the task of President Commissioner. The Board of Commissioners are required to submit Mr. Klemi Subiyantoro to be included in the Fit and Proper Test by the Financial Services Authority as candidate of President Commissioner.

6 6. Ordered the BOD to implement the Extraordinary General Meeting not later than the month of May H. Schedule & Procedures of Cash Dividend Payment for the Fiscal Year of 2014 Furthermore, in accordance with the decision of the Second Meeting Agenda as mentioned above where it has been decided to distribute the payments of dividends, from the Company s net profit of IDR 694,254,447,486.- or IDR 71.6 per share to be distributed to 9,696,291,166 shares of the Company, the Company hereby notify the schedule and procedures for cash dividends of the fiscal year of 2014 as follows : SCHEDULE OF CASH DIVIDEND PAYMENT FOR FISCAL YEAR OF 2014 ACTIVITY 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) Pasar Reguler dan Negosiasi Pasar Tunai Recording Date Payment Date DATE 8 April April April April April April 2015 Procedures Of Cash Dividend Payment For Fiscal Year Of 2014: 1. The Cash Dividend will be paid to the shareholders of the Company whose names are registered in the Shareholders Register of the Company on 13 April 2015 (recording date) and/or in the sub securities account in PT Kustodian Sentral Efek Indonesia ( KSEI ) at the closing of the Indonesian Stock Exchange trading session on 13 April For those shareholders of the Company whose shares are deposited in KSEI, the cash dividend shall be paid through KSEI and distributed to the securities account of the Securities Companies and/or Custodian Banks in KSEI on 30 April The receipt of the payment of the cash dividend shall be given by KSEI to the Securities Companies and/or the Custodian Banks where the shareholders have opened their account. For shareholders of the Company whose shares are not deposited in the collective deposit in KSEI, cash dividend will be transferred directly to the shareholders account. 3. The cash dividend is subject to taxes as regulated under the prevailing laws and regulations. The amount of tax that will be borne by the relevant shareholder and the amount of cash dividend received by the shareholders will be in amount after being deducted by applicable tax.

7 4. For shareholders considered as on shore Tax Payer in the form of entity which have not given their Tax Register Number (Nomor Pokok Wajib Pajak/NPWP) are asked to submit their NPWP to KSEI or the Company Share Registrar PT Datindo Entrycom/BAE, Puri Datindo - Wisma Sudirman, Jl. Jend Sudirman Kav. 34 Jakarta at the latest on 13 April 2015 at WIB, without the NPWP, the cash dividend will be subject to withholding tax at the rate of 30%. 5. For shareholders who are considered offshore Tax Payers they will fall under the Tax Treaty in the Agreement on the Prevention of the Imposition of Dual Taxes (P3B) it has to comply with article 26 of Law No.36 Year 2008 regarding The Fourth Amendment to the Law No.7 of year 1983 on Income Tax and must submit the forms of DGT-1 and DGT-2 which has been legalized by Indonesian Tax Service Office for Public Company to KSEI or the Company Registrar at the latest on 23 April Without the said document, the cash dividend will be subject to withholding tax at the rate of 20%. Announcement of this Summary of Minutes of Meeting is to comply with the provision under Article 34 paragraphs (1),(2) and (6) of Financial Service Authority Regulation/Otoritas Jasa Keuangan (OJK) No.32/POJK.04/2014 regarding The Plan and Implementation of A General Meeting of Shareholders for an Issuer or a Public Company, as well as compliance with the provision under Article 27 in conjunction with Article 9 of Financial Service Authority Regulation No. 33/POJK.04/2014 regarding the BOD and BOC of an Issuer or a Public Company in connection with the resignation of Mr Taufiequrachman Ruki, as President Commissioner of the Company. Bandung, 2 April 2015 PT BANK PEMBANGUNAN DAERAH JAWA BARAT & BANTEN, TBK. BOARD OF DIRECTORS