EXPLANATION ON THE AGENDA OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS ( THE MEETING ) 2015 PT BANK OCBC NISP Tbk ( THE COMPANY ) nda 1 Approval of the Company s Annual Report for financial year 2014 The Company will submit the subject matters of the Company s Annual Report for the financial year 2014 which cover the Company s course of business and achievements, financial performance, products and services, CSR activities and the awards it won during 2014. The Board of Commissioners will also submit the Report on the Board of Commissioner s supervision of the Company s course during 2014. nda 2 Appropriation of the Company s profit earned in the financial year 2014 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 2014, in the amount of Rp1,332,182,209,541,- after being deducted by the general reserves in the amount of Rp100,000,000,-, entirely to strengthen the Company s capital position instead of being distributed as dividends. nda 3 Report on the Actual Use of the Proceeds from Rights Issue VII The Company will report to the Meeting that the funds obtained from Rights Issue VII deducted by the issuance cost, in the amount of Rp3,504,988,208,103,- 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 via mail on 7 October 2014. nda 4 Appointment of Public Accountant for 2015 and determination of the relevant honorarium and other qualifications for the appointment. Since the determination of the Public Accountant for 2015 still requires more time, the Company will propose to the Meeting to grant the authority to the Board of Directors, upon the approval of the Board of Commissioners or at least 3 (three) members of the Board of Commissioners, upon receiving recommendation from the Audit Committee, to appoint the Public Accountant for 2015 and to determine the relevant honorarium and other qualifications for such appointment.
nda 5 Amendment of the Company s Articles of Association. The Company will propose the amendment and restatement of the Company s Articles of Association in compliance with POJK No. 32/POJK.04/2014 on the Planning and Implementation of the General Meeting of Shareholders of Publicly-held Companies and POJK No. 33/POJK.04/2014 on the Board of Directors and Board of Commissioners of Publicly-held Companies. nda 6 Change in the composition of the Company s Board of Commissioners and Board of Directors, and determination of their salaries/honoraria and allowances. In relation to the expiring term of office upon the closing of the Meeting of the following: Board of Commissioners: 1. Samuel Nag Tsien 2. Hardi Juganda Board of Directors: 1. Yogadharma Ratnapalasari 2. Rama Pranata Kusumaputra 3. Martin Widjaja pursuant to the recommendation from the Remuneration and Nomination Committee, it is proposed to re-appoint all members of the Board of Commissioners and the Board of Directors mentioned above for a term of office ending on the closing of the Annual General Meeting of 2018. Whereas the curriculum vitae of the aforementioned members of the Board of Commissioners and Board of Directors are as follows:
: Samuel Nag Tsien : 60 years old : British 1977 : Bachelor of Economics, Magna Cum Laude (Honours) University of California, Los Angeles 2014 now : Member, Advisory Council on Community Relations in Defence (ACCORD) (Employed and Business) Committee, The Singapore Business Federation Council Member/Finance and Investment Director, OCBC Wing Hang Limited Director, Mapletree Investment Pte. Ltd. 2013 now : Member Oversight Committee, ABS Benchmarks Administration Co. Pte Ltd. Member of Executive Committee, Asean Finance Corporation Ltd. 2012 now : Group CEO, OCBC Bank Commissioner, PT Bank OCBC NISP Tbk. Director, OCBC Bank (Malaysia) Berhard Director, OCBC Al-Amin Berhard Director, Great Eastern Holdings Ltd. Director, OCBC Pearl Limited (formerly KTB Ltd) Director, Bank of Singapore Ltd. Council Member, Association of Bank in Singapore Member, f-next Council of Institute of Banking & Finance Member Advisory Committee, MAS Financial Sector Development Fund Director, OCBC Overseas Investment Pte. Ltd. Director, Dr. Goh Keng Swee Scholarship Fund Member, Malaysia Singapore Business Council Member, Asian Pacific Bankers Club Chairman, OCBC Bank (China) Ltd 2012 2013 : Director, The Overseas Assurance Corporation Ltd. 2011 2014 : Director, Mapletree Commercial Trust Management Ltd. 2010 2012 : Alternate Director, Asfinco Singapore Ltd. 2009 2010 : President Commissioner, PT Bank OCBC Indonesia 2007 2013 : Director, SIB Capital Ltd. (formerly Singapore Island Bank Ltd.) 2006 2007 : Director, President & CEO, China Construction Bank (Asia) Corporation, Ltd. Chairman of the Board, China Construction Bank (Macau) Corporation, Macau 2005 2007 : Member, Securities and Futures Appeals Tribunal Panel, Hong Kong Government 2003 2008 : Board Member, Hong Kong Cyberport Management Company Limited
2002 2006 : Director, Bank America International Financial Corporation & Bank of America Overseas Corporation. 2002 2007 : Member, Insurance Advisory Committee, Hong Kong Government 1999 2006 : EVP and Asia Commercial & Consumer Banking Group Executive, bank of America Hong Kong 1999 2005 : Member, Banking Advisory Committee, Hong Kong Government 1995 2006 : Chairman of the Board, Bank Of America (Macau) Ltd. President & CEO, Bank of America (Asia) Ltd Hong Kong Chairman of the Board, Inchroy Credit Corporation 1995 2007 : Director, QBE Hong Kong and Shanghai Insurance Ltd.
: Hardi Juganda : 56 years old : Indonesian 1985 : Bachelor s Degree, University of Parahyangan- Bandung 1989 : Participated in LPPI Banking Management Institute 2012 - now : Commissioner, PT Bank OCBC NISP Tbk. 1997-2012 : Director, PT Bank OCBC NISP Tbk. 1991-1997 : Branch Manager, PT Bank NISP. 1990 1991 : Deputy Head of Operational Headquarter Office Bandung, PT Bank NISP 1989-1990 : Head of Loan Department of Operational Headquarter Office Bandung, PT Bank NISP 1988-1989 : Head of Loan Section of Operational Headquarter Office Bandung, PT Bank NISP
: Yogadharma Ratnapalasari : 51 years old : Indonesian 1988 : Bachelor s Degree, University of Parahyangan- Bandung 1997 : Master Degree, Sekolah Tinggi Manajemen Bandung 2003 - now : Director, PT Bank OCBC NISP Tbk. 2000-2003 : Commissioner, PT NISP Sekuritas 1997-2002 : Assistant Director, PT Bank NISP. 1996-1997 : Executive Head of Operations and Finance Department, PT Bank NISP 1991-1997 : Head of System & Operational Development 1988-1991 : Programmer, PT Bank NISP
: Rama Pranata Kusumaputra : 49 years old : Indonesian 1989 : Bachelor of Economics, University of Atmajaya - Jakarta 2006 - now : Director, PT Bank OCBC NISP Tbk. 2005-2006 : Assistant to the Board of Directors, PT Bank NISP 2001-2005 : Regional II Coordinator, PT Bank NISP 2001 : Staff to the Board of Directors, PT Bank NISP 1998-2000 : General Manager, PT Bank Bali 1990-1998 : Various positions in PT Bank Bali
: Martin Widjaja : 42 years old : Indonesian 1995 : Bachelor of Science Cum Laude, Chapman University, Orange California USA 1996 : Master of Business Administration, Chapman University, Orange California USA 2012 - now : Director, PT Bank OCBC NISP Tbk. 2010-2012 : SVP & Head of International and Large Local Corporation, HSBC 2006-2010 : SVP Commercial Banking, HSBC 2004-2006 : VP Commercial Banking, HSBC 2003-2004 : VP Corporate and Institutional Banking, HSBC 2002-2003 : AVP Corporate and Institutional Banking, HSBC 2000-2002 : Manager Corporate Banking, HSBC 1997 2000 : Account Officer Corporate Banking, Deutsche Bank AG
nda 7 Report on the designation of the Company as the Main Entity in connection with the Financial Conglomerates under POJK. In compliance with the provisions of POJK No. 17/POJK.03/2014 on the Implementation of Integrated Risk Management for Financial Conglomerates and POJK No. 18/POJK.03/2014 on the Implementation of Integrated Governance for Financial Conglomerates, Oversea-Chinese Banking Corporation Limited ( OCBC Limited ) as the Company s ultimate shareholder granted the authority to OCBC Overseas Investment Pte Ltd ( OOI ) as the Company s controlling shareholder to appoint the Company as the Main Entity of OCBC Financial Conglomerates in Indonesia, with PT OCBC Sekuritas and PT Great Eastern Life Indonesia as its related companies.