SUMMARY OF MINUTES OF ANNUAL GENERAL MEETING OF SHAREHOLDERS OF PT BANK OCBC NISP Tbk.

Transcription

1 SUMMARY OF MINUTES OF ANNUAL GENERAL MEETING OF SHAREHOLDERS OF PT BANK OCBC NISP Tbk. The Board of Directors of PT BANK OCBC NISP, Tbk. (Company) hereby announces that the Annual General Meeting of Shareholders (Meeting) has been convened as follows: A. Meeting Convention Day, Date : Thursday, 30 March 2017 Time : p.m p.m. Venue : OCBC NISP Tower 23rd Floor, Jl. Prof. Dr. Satrio Kav. 25, Jakarta Meeting Agenda 1. Approval of the Company s Annual Report for the financial year Appropriation of the Company s profit earned in the financial year Accountability Report on the Actual Use of the Proceeds from Public Offering 4. Appointment of Public Accountant for 2017 and determination of the relevant honorarium and other qualifications for the appointment 5. Change in the composition of the Company s Board of Commissioners, Board of Directors, and Sharia Supervisory Council along with the determination of their salaries/honoraria and allowances The meeting was chaired by Pramukti Surjaudaja as the Company s President Commissioner, except for a part of Agenda 5, which was chaired by Hardi Juganda as the Company s Commissioner. B. Members of the Board of Commissioners, Board of Directors, Sharia Supervisory Board and Audit Committee attending the Meeting The Board of Commissioners 1. President Commissioner : Pramukti Surjaudaja 2. Vice President Commissioner (Independent) : Peter Eko Sutioso 3. Commissioner (Independent) : Jusuf Halim 4. Commissioner : Hardi Juganda Board of Directors 1. President Director : Parwati Surjaudaja 2. Director : Yogadharma Ratnapalasari 3. Director : Rama Pranata Kusumaputra 4. Director : Emilya Tjahjadi 5. Director (Independent) : Hartati 6. Director : Martin Widjaja 7. Director : Andrae Krishnawan W. 8. Director : Johannes Husin 9. Director : Low Seh Kiat 10. Director : Joseph Chan Fook Onn Sharia Supervisory Board Chairman : Muhammad Anwar Ibrahim 1

2 Audit Committee 1. Chairman (Independent Commissioner) : Jusuf Halim 2. Member (Independent Party) : Kurnia Irwansyah C. Independent Party to Count the Attendance The Company has appointed independent parties, namely Notary Fathiah Helmi, SH and PT SIRCA DATAPRO PERDANA to count the shareholders who are present in the Meeting. D. Attendance of Shareholders In the Meeting, shares or equal to 99.62% out of the entire shares having valid voting rights issued by the Company were present and/or represented, therefore the Meeting is valid and entitled to adopt valid and binding resolutions. E. Mechanism of adoption of Meeting Resolutions The Meeting resolutions shall be adopted by deliberation to reach consensus. If unsuccessful, the resolutions shall be adopted by voting. F. Opportunity to raise Opinions and Voting Result The shareholders had been given the opportunity to ask questions and/or raise opinions in the Meeting with respect to Agenda of the Meeting. The shareholders who raised opinions and the results of adoption of the Meeting resolutions by virtue of all shares with valid voting rights present in the Meeting are as follows: Agenda Affirmative Non-affirmative Abstain Opinion First votes or 100% (one) Second votes or 99,9998% votes or 0,0002% - 1 (one) Fourth votes - - Nil or 100% Fifth votes or 99,9998% votes or 0,0002% - 1 (one) G. Meeting Resolutions Meeting Resolutions are as follows: First Agenda: 1. To approve the Company s Annual Report for the financial year ended on 31 December 2016 including the Report of the Board of Directors and the Supervision Report of the Board of Commissioners. 2. To approve and ratify the Company s Financial Statements for the financial year ended on 31 December 2016 audited by Tanudiredja, Wibisana, Rintis & Rekan Public Accounting Firm, member firm of Pricewaterhouse Coopers global network with unmodified opinion, as set forth in its report dated 25 January Thereby, to release and discharge all members of the Company s Board of Directors and Board of Commissioners from responsibilities and all liabilities (acquit et de charge) for the management and supervision performed during the financial year 2016, insofar as such actions are reflected in the Company s Annual Report and Financial Statements for the financial year 2016, except for acts of embezzlement, fraud and other crimes. 2

3 Opinion raised concerning the First Agenda: forty-three) public shares of the Company inquired about the change in the fair value transferred to the income statement, which showed a significant increase of Rp 45 billion (forty-five billion Rupiah) despite its minus figure in Ms. Hartati as the Company s Director explained that the increase was primarily due to increased price of securities realized; hence the balance was transferred from other Comprehensive Income to Profit and Loss. Second Agenda To approve the appropriation of the profit earned in the financial year 2016, in the amount of Rp1,789,899,733,495,- (one trillion seven hundred and eighty-nine billion eight hundred and ninety-nine million seven hundred and thirty-three thousand four hundred and ninety-five Rupiah) after deducting the general reserves in the amount of Rp100,000,000,- (one hundred million Rupiah) in accordance with Law No. 40 of 2007 concerning Limited Liability Company, entirely to strengthen the Company s capital position instead of being distributed as dividends to shareholders. Opinion raised concerning the Second Agenda: forty-three) public shares of the Company inquired whether or not the Company has been complying with paragraph 2 of article 71 of Law on Limited Liability Company about the responsibility to public investors and the reason for distributing no dividend Mr. Pramukti Surjaudaja as the Company s President Commissioner explained that the Company which has gone public in 1993 is highly aware of the importance of each shareholder and has always had long-term orientation. Therefore, the Company reinvests its profit so its investment grows even further. With Indonesia s very huge potential, the Company also needs quiet big additional capital, hence the proposal to reinvest. Ms. Parwati Surjaudaja as the Company s President Director thanked Mr. Andry and added that the Company has been implementing this consistently for the last 13 (thirteen) years. The bank s capital needs, particularly in the future with the changes in capital and reserves calculation method, as well as other changes, have made the Company to be more prudent in ensuring capital adequacy to support Company s growth. Fourth Agenda: To approve the granting of authority to the Board of Commissioners upon receiving recommendation from the Audit Committee, to appoint the Public Accounting Firm for the financial year 2017 with due consideration of the criteria including independence, scope of assignment and remuneration, and to determine the relevant honorarium and other qualifications for such appointment of Public Accounting Firm. Fifth Agenda: 1. To approve the resignation of Hardi Juganda as a Commissioner as from the end of this Meeting and his appointment as an Independent Commissioner insofar as the same meets the requirements and criteria as an Independent Commissioner, undergoing a cooling-off period of no less than 6 (six) months, and obtaining the approval from the Financial Services Authority, pursuant to Article 25 of Regulation of the Financial Services Authority No.55/POJK.03/2016 concerning the Implementation of Good Governance for Commercial Bank. The term of service of Hardi Juganda will be effective upon obtaining the approval from the Financial Services Authority 3

4 until the end of the Company s 2020 Annual General Meeting of Shareholders, unless determined otherwise by the FSA, with due observance of the prevailing provisions. 2. To approve the reappointment of Pramukti Surjaudaja as the President Commissioner, Peter Eko Sutioso as the Vice President Commissioner (Independent), Lai Teck Poh (Dua Teck Poh) as a Commissioner, Jusuf Halim and Kwan Chiew Choi as Independent Commissioners for the term of service starting from the end of this Meeting until the end of the Company s 2020 AGMS. 3. To approve the reappointment of Parwati Surjaudaja as the President Director, Hartati as an Director (Independent), Emilya Tjahjadi and Joseph Chan Fook Onn as Directors for the term of service starting from the end of this Meeting until the end of the Company s 2020 AGMS. 4. To approve the reappointment of Muhammad Anwar Ibrahim as the Chairman of the Sharia Supervisory Board, and Mohammad Bagus Teguh Perwira as member of the Sharia Supervisory Board for the term of service starting from the end of this Meeting until the end of the Company s 2020 AGMS. Therefore the Composition of the Board of Commissioners, Board of Directors and the Sharia Supervisory Council are as follows: THE BOARD OF COMMISSIONERS President Commissioner : Pramukti Surjaudaja Vice President Commissioner (Independent) : Peter Eko Sutioso Commissioner : Samuel Nag Tsien Commissioner : Lai Teck Poh (Dua Teck Poh) Commissioner (Independent) : Jusuf Halim Commissioner (Independent) : Kwan Chiew Choi BOARD OF DIRECTORS President Director : Parwati Surjaudaja Director : Yogadharma Ratnapalasari Director : Rama Pranata Kusumaputra Director : Emilya Tjahjadi Director (Independent) : Hartati Director : Martin Widjaja Director : Andrae Krishnawan W. Director : Johannes Husin Director : Low Seh Kiat Director : Joseph Chan Fook Onn SHARIA SUPERVISORY BOARD Chairman : Muhammad Anwar Ibrahim Member : Mohammad Bagus Teguh Perwira 5. To approve the granting of authority to the Board of Commissioners upon the recommendation of the Remuneration and Nomination Committee to determine the salaries/honoraria and allowances of members of the Sharia Supervisory Council which shall be valid for 3 (three) financial years, namely as from the financial year 2017 up to and including the financial year To approve the granting of the power and authority to the Company s Board of Directors to set out the aforementioned Meeting resolutions in a separate Notary 4

5 Deed and to inform the authorized agency and to register as well as to perform all actions necessary in connection with said resolutions. Opinion raised concerning the Fifth Agenda: forty-three) public shares of the Company inquired whether or not the amount of honorarium of the Board of Commissioners have been in accordance with article 113 of the Law on Limited Liability Company, and whether or not there will be an increase. Ms. Parwati Surjaudaja as the Company s President Director answered, honorarium of OCBC NISP s Board of Commissioners is only in the form of salary without any bonus in relation to the Company s performance. This is slightly different from other companies. There was approximately 5% (five percent) of increase for financial year 2016, namely in the amount of Rp billion (twenty-four billion one hundred and twelve million Rupiah). Response: Mr. Andry Ansjori further stated that the Company was not being fair since it did not distribute any dividend yet it increased the honorarium of the Board of Commissioners. Ms. Parwati Surjaudaja as the Company s President Director thanked Mr. Andry for his input. Mr. Pramukti Surjaudaja as the Company s President Commissioner explained that Shareholders have their share price increased continuously. As per December 2015, the share price was Rp 1,275 (one thousand two hundred and seventy-five Rupiah) and has increased to Rp (two thousand and seventy Rupiah) as per end of December Response: Mr. Andry Ansjori further stated that what he meant was dividend, and not capital gain since the share price may fall to Rp 1,000 (one thousand Rupiah). Mr. Pramukti Surjaudaja as the Company s President Commissioner thanked Mr. Andry for his input. H. In the Meeting, the followings have been reported to shareholders: Third Agenda: The Accountability Report on the Actual Use of the Proceeds from Public Offering of Bank OCBC NISP s Continuous Bonds II - Phase I of 2016 with Fixed Interest Rate ( Bonds Offering ), net of issuance costs has been in accordance with the plan set forth in the prospectus and has been reported to the Financial Services Authority. This Summary of Minutes of Meeting is also available and accessible on the Company's website ( Jakarta, 31 March 2017 PT Bank OCBC NISP Tbk. Board of Directors 5