GENERAL MEETING OF SHAREHOLDERS

Transcription

1 GENERAL MEETING OF SHAREHOLDERS 2016

2 Annual General Meeting of Shareholders PT Bank Sumitomo Mitsui Indonesia (the Company ) The Board of Directors of the Company hereby announces that has convened the Annual General Meeting of Shareholders ("AGMS") as follows: Day/Date : Monday/18 April 2016 Time : a.m a.m. West Indonesia Time Venue : Summitmas II 11 th Floor, Jl. Jend. Sudirman Kav Jakarta Attendees Board of Commissioners Board of Directors Shareholders : 1. Tetsuro Yoshino Vice President Commissioner; 2. DR. Robertus Agustinus Bramono Dwiedjanto - Commissioner (Independent); 3. Ninik Herlani Masli Ridhwan - Commissioner (Independent). : 1. Kazuhisa Miyagawa - President Director; 2. Tsuyoshi Yamaguchi - Vice President Director; 3. Yasuhiro Daikoku - Vice President Director; 4. Adrianus Dani Prabawa - Vice President Director; 5. Dini Herdini - Director Overseeing Compliance Function; 6. Henoch Munandar - Director; 7. Widya Permana - Director; 8. Hiromichi Kubo - Director. : 1. Hiroki Nakatsuka - represent Sumitomo Mitsui Banking Corporation; 2. Ir. Abdullah Firman Wibowo, MM - represent PT Bank Negara Indonesia (Persero) Tbk; 3. Edmund Tondobala - represent PT Bank Central Asia Tbk. Agenda and AGMS Resolution Agenda Agenda of the AGMS Resolution I Approval on the Annual Report of the Board of Directors of the Company for the financial year of 2015 and the Annual Supervisory Report of the Board of Commissioners of the Company for the Financial Year 2015 also to ratify the Financial Statement (audited) of the Company for the financial year of (1) To approve the Annual Report of the Company for the Financial year 2015; (2) To approve the Annual Supervisory Report of Board of Commissioners of the Company for the financial year 2015; (3) To ratify the Financial Statements of the Company which consists of Balance Sheet and Profit and Loss Statement for the financial year 2015 which has been audited by Siddharta Widjaja & Rekan, the member firm of KPMG, as stated in its report dated 19 February 2016 No. L /II with an unqualified opinion; and 2

3 II Approval on the appropriation of the Company s Net Profit as of end of (4) To acquit and discharge (volledig acquit en decharge) all members of Board of Directors and Board of Commissioners of the Company for all actions taken by them in management and supervision of the Company during the financial year 2015 provided that the management and supervision actions were reflected in the said Annual Report and Financial Statements of the Company for the financial year 2015 and in compliance with prevailing regulations. (5) To approve the appropriation of the Net Profit of the Company for the financial year of 2015 in the total amount IDR 723,622,000,000,-, to be allocated as follows: (1) Cash Dividend The amount of IDR 72,362,000,000,- or 10% of the Company s Net Profit of the Company shall be distributed to the shareholders as listed in the Company s shareholders registry as cash dividend. The distribution to each shareholders based on its shares portion in the Company is as follows: (a) Sumitomo Mitsui Banking Corporation IDR 71,262,000,000,-; (b) PT Bank Central Asia Tbk. IDR 724,000,000,-; (c) PT Bank Negara Indonesia (Persero) Tbk. IDR 376,000,000,-; and to authorize the Board of Directors to determine the procedures and time of the distribution of the dividend payment as mentioned above; (2) Reserved Fund The amount of IDR 10,000,000,000 or 1.38% of the Company s Net Profit of the Company shall be set aside/booked as reserved fund to comply with the Article 70 of Company Law; (3) Retained Earning. The remaining Net Profit of the Financial Year of 2015 is in the amount 3

4 III IV V Ratification and approval on the Annual Business Plan of the Company for the year Appointment of Public Accountant for the financial year of 2016 as proposed by Board of Commissioners based on the recommendation from Audit Committee. Change of the Composition Members of the Board of Directors and/or the Board of Commissioners of the Company. of IDR 641,260,000,000,- shall be booked as retained earnings of the Company. (1) To ratify and approve on the Annual Company s Business Plan for year and to approve the Annual Budget of the Company for the financial year 2016 as stated in the Company s Business Plan amounting to IDR as Net Income after current income tax. (2) To authorize the Board of Directors of the Company to conduct any proper and deemed necessary actions related to number 1 above. (1) To appoint KAP Siddharta Widjaja & Rekan, the member firm of KPMG International, for the 4 th year of service, as public accountant of the Company who will audit the Balance Sheet and Profit & Loss Statement for the financial year 2016 in accordance with the recommendation of Audit Committee and further to authorize the Board of Directors to determine the remuneration of the public accountant concerned. (2) a. To authorize the Board of Directors to select, replace and appoint any other public accountant which deem necessary by the Board of Directors during the financial year 2016 subject to the recommendation of the Audit Committee; and b. To authorize the Board of Directors to determine the remuneration of the public accountant concerned. - To reappoint the incumbent members of the Board of Directors of the Company effectively as of the closing of the AGMS 2016 except for Tsuyoshi Yamaguchi as the Deputy President Director of 4

5 the Company due to the expiration of his term of office effectively since the closing of AGMS 2016, and to thank him for services during his term of office, and therefore to grant him acquittal and discharge from actions taken by him during his terms of office as the member of the Board of Directors of the Company as of January 2016 up to the date of this meeting to the extent that the Annual report and Audited Financial Statement of year 2016 will be approved by the Shareholders with Annual General Meeting Shareholders for Financial year 2016; - To accept the resignation of Masayuki Shimura as the President Commissioner of the Company effectively as of the closing of the AGMS 2016 as stated of his resignation letter dated 18 March 2016 and to thank him for services during his term of office, and therefore to grant him acquittal and discharge from actions taken by him during his terms of office as the member of the Board of Commissioners of the Company; - To appoint Ryuji Nishisaki as the President Commissioner of the Company, to replace the position of Masayuki Shimura effectively as of the closing of AGMS Therefore, the composition of the Board of Directors and Board of Commissioners as of the closure of this Meeting is as follows: Board of Directors President Director : Kazuhisa Miyagawa Deputy President Director : Adrianus Dani Prabawa Deputy President : Yasuhiro 5

6 Director Daikoku Director : Henoch Munandar Director overseeing : Dini Herdini Compliance Function Director : Hiromichi Kubo Director : Widya Permana Board of Commissioners President Commissioner Vice President Commissioner Independent Commissioner Independent Commissioner : Ryuji Nishisaki : Tetsuro Yoshino : RAG Bramono Dwiedjanto : Ninik Herlani Masli Ridhwan VI VII Remuneration of members of the Board of Commissioners and Board of Directors based on the Recommendation from Remuneration and Nomination Committee and Board of Commissioners. Approval on the plan of head office relocation and opening of branch office of the Company; Provided that: - the term of office of members of the Board of Commissioners valid up to the closure of AGMS of the Company to be held in the year of the term of office of all members of the Board of Directors valid up to the closure of AGMS of the Company to be held in the year of 2018, however if notification of the amendment of Article 11 paragraph 3 of the Articles of Association of the Company to be resolve under the eighth agenda of the Meeting has been received by Minister of Law and Human Rights of the Republic of Indonesia, then the term of office of all reappointed members of the Board of Directors will be valid up to the closure of the third AGMS of the Company to be held in To decide the remuneration of members of the Board of Commissioners and Board of Directors based on the recommendation from Remuneration and Nomination Committee and Board of Commissioners. Approval on the plan of head office relocation and opening of branch office of the Company. (1) Related to the office relocation, to 6

7 VIII Amendment of the Articles of Association of the Company. approve the office relocation from Summitmas II building, 9th-11th Floors, Jl. Jend. Sudirman Kav Jakarta ( SUMMITMAS 2 ) and Plaza Asia Office Park building Unit I, 1st-3rd Floor, Jl. Jend. Sudirman Kav. 59 Jakarta ( Plaza ASIA ) to BTPN Tower CBD Mega Kuningan, Jl. Dr. Ide Anak Agung Gde Agung Kav Jakarta ( BTPN Tower ); (2) To authorize the Board of Directors and Board of Commissioners of the Company to determine the status of the Company's office namely SUMMITMAS 2 and Plaza ASIA; (3) To authorize the Board of Directors of the Company to conduct any actions deemed proper and necessary in relation to the office relocation to BTPN Tower and determination the status of Company's office namely SUMMITMAS 2 and Plaza ASIA, with respect to the prevailing rules and regulations. (1) To approve the amendment of the Articles of Association of the Company. (2) To approve that the Shareholders of the Company authorize the Board of Directors of the Company to conduct any actions deemed proper and necessary in relation to the amendment of Articles of Association of the Company as the above mentioned. 7

8 Extraordinary General Meeting of Shareholders PT Bank Sumitomo Mitsui Indonesia (the Company ) In 2016, the Shareholders of Bank issued 1 Circular Resolutions in lieu of resolutions adopted at an Extraordinary General Meeting of Shareholders ( Shareholders Circular Resolution ) which were taken to approve the following matters: No Subject Resolution 1. Shareholders Circular Resolution dated 10 March 2016 as restated into the Deed No. 09 dated 10 March 2016, drawn up before Ashoya Ratam, S.H. M.Kn., Notary in Administrative City of South Jakarta, which resolved the appointment of Mr. Widya Permana as Director of the Bank. Mr. Widya Permana has been effectively appointed as Director of the Bank since 10 March