THE ANNOUNCEMENT OF THE MINUTES SUMMARY OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS PT BANK VICTORIA INTERNATIONAL Tbk

Transcription

1 THE ANNOUNCEMENT OF THE MINUTES SUMMARY OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS PT BANK VICTORIA INTERNATIONAL Tbk The Board of Directors of PT Bank Victoria International Tbk (referred to as the Company hereafter) hereby declared to all of the Company s shareholders, that the Company had held its Annual General Meeting of Shareholders (referred to as AGMS hereafter) on: Day/Date : Friday, 24 June 2016 Time : Western Indonesia Time Place : Graha BIP, Function Hall 11 th Floor, Jalan Jend. Gatot Subroto Kav.23, Jakarta With the following Agenda Items: A. The ratification of the Annual Report including the Directors Report, the Annual Financial Report and the Report on the Board of Commissioners supervisory roles for the financial year ended December 31, B. The ratification of the allocation of the Company s net profit for the financial year ended December 31, C. The accountability report on the realization of the funds usage from the implementation of the Warrant Series VI into the Company s shares during D. The structural changes of the Company s Board of Directors and the reappointment of the Company s Management team member. E. The appointment and the authorization of the Representative of the Shareholders in determining the numeration of the members of the Board of Commissioners and the appointment of the Board of Commissioners in determining the roles and responsibilities of the member of the Board of Directors as well as their salaries and allowances;

2 F. The appointment of the Public Accountant to audit the Financial Statements of the Company for the financial year 2016 and the appointment of the Director to determine the compensation of the Public Accountant, together with the terms and requirements of the appointment. Members of the Board of Directors and Board of Commissioners of the Company who attended the AGMS were: Board of Directors 1. President Director : Daniel Budirahayu 2. Director : Gregorius Andrew Andryanto Haswin 3. Director : Ramon Marlon Runtu 4. Compliance Director : Tamunan 5. Director : Rusli Board of Commissioners 1. President Commissioner : Oliver Simorangkir 2. Commissioner/ Independent Commissioner : Gunawan Tenggarahardja 3. Commissioner/ Independent Commissioner : Zaenal Abidin 4. Commissioner : Suzanna Tanojo The number of shares with the right to vote who attended the Meeting by both the shareholders and/or the legitimate representatives was 4,832,369,340 (Four billion eight hundred thirty two million three hundred sixty nine thousand three hundred forty) of shares or the equivalent of 67.69% (sixty seven point sixty nine per cent) from the total of shares which are issued by the Company. In every agenda of the Meeting, an opportunity for the shareholder and/or the representatives of the shareholder was given, whether to ask question or propose their opinion.

3 For each Agenda four in the AGMS, amount to ask a question there is 1 ( one ) shareholder, whereas in the agenda of other meetings nobody asks questions and / or give an opinion. The procedure of decision making in the AGMS was done through negotiation for consensus. If the negotiation for consensus cannot be achieved, the voting will be done. For each agenda Item in the AGMS, all the decisions were reached unanimously. The Meeting s decision has determined a number of essential items as follow: The Annual General Meeting of Shareholders A. The First Agenda: 1. Accepting and approving the Company s annual report for the accounting year which ended on 31 December 2015, including the Board of Directors report and the report on supervisory duty that has been performed by the Board of Commissioners. 2. Accepting, approving and legalizing the Consolidated Financial Statements for the accounting year which ended on 31 December 2015 which was audited by the Public Accounting Firm Tanudiredja, Wibisana, Rintis & Partner with Unqualified opinion as expressed in the report no: A /DC2/LLS/2016 dated March 29, 2016, and with that, provided settlement and release of responsibility (acquit et de charge) to all members of the Board of Directors and all members of the Board of Commissioners for management and supervision measures that were taken during the accounting period of 2015, as long as their actions were reflected in the Company s Balance Sheet and Profit and Loss Statement for the accounting year of B. The Second Agenda: Approving the use of net earnings of the company for the accounting period ended 31 December 2015 worth of Rp 94,075,617,484 (ninety four billion seventy five million six hundred seventeen thousand four hundred eighty four Rupiah) and the net earnings of the accounting period of 2015 was to be used as follow:

4 1. Rp 25,000,000,000,- (twenty five billion Rupiah) is used to form the reserve fund in order to meet the provisions of article 70 act no 40 year 2007 regarding Limited Liability Company and article 24 of the company s Article of Association, 2. The rest, worth as Rp 69,075,617,484,- (sixty nine billion seventy five million six hundred seventeen thousand and four hundred eighty four Rupiah) will be accounted as retained earning. 3. The Company will not pay dividends for accounting year C. The Third Agenda: The Meeting s third agenda was more of a report, therefore there was no question and answer nor decision making session. The results of the exercise of the vi series warrants into shares during 2015 was valued at Rp 30,000, - (thirty thousand Rupiah) with the realization of the funds usage to add or increase the working capital of the Bank. The report of realization of the proceeds from the exercise of warrants series vi into the Company s shares in 2015 was submitted by the Company to the Financial Services Authority in each reporting period with the letter number 023 / DIR - EKS / 07 / 15 dated on 8 July 2015 in conjunction with its publication in the website of PT Bursa Efek Indonesia. D. The Forth Agenda: 1. Approving the appointment of Mrs. Rita Gosal as the Company s Director, for the employment period from the time the Meeting s adjourned and effectively after the Financial Services Authrority s approval. At the same time, appointing Mr. Rusli as the Company s Vice President Director for the employment period from the time the Meeting s adjourned and effectively after the Financial Services Authrority s approval. 2. Approving the reappointment of all of the Board of Directors and the Board of Commissioners after the Meeting s adjourned. With that, effective from the closing of this Meeting until the closing of AGMS that will be held in 2016, the composition of Board of Commissioners and Board of Directors of the Company are:

5 Board of Directors 1. President Director : Mr. Daniel Budirahayu 2. Vice President Director : Mr. Rusli * 3. Director : Mr. Gregorius Andrew Andryanto Haswin 4. Director : Mr. Ramon Marlon Runtu 5. Compliance Director : Mr. Tamunan 6. Director : Mr. Rita Gosal** * Unless advised differently by the Financial Services Authority ** Upon approval from the Financial Services Authority s based on the assessment from of the ability and propriety through fit & proper tests Board of Commissioners 1. President Commissioner : Mr. Oliver Simorangkir 2. Commissioner/Independent Commissioner : Mr. Gunawan Tenggarahardja 3. Commissioner/Independent Commissioner : Mr. Zaenal Abidin 4. Commissioner : Mrs. Suzanna Tanojo 3. Providing the power of attorney to the Company's Board of Directors to declare the decision of the Meeting regarding the changes of the Company s Board of Directors in a separate deed in front of the notary and to invoke the notification to the Minister of Justice and Human Rights of Republic of Indonesia with respect to the changes of the Board of Directors, and also to conduct all actions required by the current regulation. E. The Fifth Agenda: 1. Approving to give power and authority to the representative of the shareholders of the company, PT Victoria Investama Tbk to set the honorarium of members of the Board of Commissioners for the year Approving the allocation of power of attorney to the Board of Commissioners of the Company to establish the distribution of duty and authority of the Board of Directors as well as the amount of salary and remuneration of the members of Boards of Directors for the year 2016.

6 F. The Sixth Agenda: Approving to give authority to the Board of Commissioners of the Company to appoint the Public Accounting Firm that is registered in the Financial Services Authority to audit the financial reports for the Company s accounting year 2016 with regards to the recommendations made by the Audit Committee and give power to the Board of Directors to determine the honorarium and other requirements related to appointment of the Public Accounting Firm. Jakarta, 24 June 2016 Board of Directors PT BANK VICTORIA INTERNATIONAL, Tbk