Bank INA

INA Call 1500738

 

MINUTES OF MEETING SUMMARY

ANNUAL GENERAL MEETING OF SHAREHOLDERS

PT BANK INA PERDANA Tbk

 

PT. Bank Ina Perdana Tbk (hereinafter referred to as “Company”) organized the Annual General Meeting of Shareholders (hereinafter referred to as “Meeting”) with the following details :

  1. Day / Date             : Friday / May 10th, 2019

Time                      : 09.45 – 11.30 am Indonesia Western Time

Venue                   : Ruang Seminar Gedung Bursa Efek Indonesia Lantai 1 Tower II,

                                            Jl. Jend. Sudirman Kav. 52-53 Jakarta

Meeting Agenda:

  1. The approval of the Annual Report, which includes the Supervisory Report of the Board of Commissioners and Ratification of the Company's Financial Statements for the 2018 Fiscal Year.
  2. Determination of the appropriation of the Company’s profit for the 2018 Fiscal Year
  3. Determination of salary or allowances for the members of the Board of Directors as well as honorarium and/or allowances for the member of the Board of Commissioners.
  4. Appointment of a Public Accountant to audit the Company’s Financial Statement for the 2019 Fiscal Year, determination of honorarium for the Public Accountant, and discussion of requirements for the said appointment.
  5. The changes in the company's domicile
  6. The change in the composition of the Board of the Company.
  1. Meeting was attended by:
  1. Company Board :

Board of Commissioners :

  1. President Commissioner (Independent)   : Mr. Birawa Natapradja                    
  2. Commissioner                                           : Mr. Hari Sugiharto                           
  3. Commissioner                                           : Mrs. Winadewi Hanantha                

 

Board of Directors :

  1. President Director                                     : Mr. Daniel Budirahayu        
  2. Director                                                     : Mr. Wardoyo                                   
  3. Director                                                     : Mrs. Kiung Hui Ngo
  4. Director                                                     : Mr. Josavia Rachman Ichwan                      
  1. Shareholders

Meeting was attended by 4.839.675.093 shares who have legitimate vote, this figure equals to 85.592 % of all shares with legitimate vote that had been published by the Company, amounting to 4.839.675.093 shares. Therefore, the Meeting was legitimate and decisions could be made.

  1. Capital Market Supporting Institutions
  1. Notary                                                             : Hilda Yulistiawaty S.H  
  2. Company’s Effect Administration Bureau     : PT. Raya Saham Registra
  3. Public Accounting Firm                                  : Ernst & Young
  1. For each point in the meeting agenda, members of the meeting were given chances to propose questions and/or voice opinions.
  1. Numbers of Shareholders or their representatives who proposed question:
  1. First Agenda                     :      none
  2. Second Agenda                :      none
  3. Third Agenda                    :      none
  4. Fourth Agenda                  :      none
  5. Fifth Agenda                    :      none
  6. Sixth Agenda                    :      none
  1. Decision making in the meeting was made by consensus. Voting was to be held should the members of the meeting fail to reach consensus.
  1. Voting Result

Agenda

Abstain

Tidak Setuju

Setuju

Total Setuju

First

0

0

4,839,675,093

100%

Second

0

0

4,839,675,093

100%

Third

0

0

4,839,675,093

100%

Fourth

0

0

4,839,675,093

100%

Fifth

0

0

4,839,675,093

100%

Sixth

0

9,382,600

4,830,292,493

99,806%

  1. Meeting Decision and Result

- First Agenda

  1. The Meeting approved and accepted The approval of the Annual Report, which includes the Supervisory Report of the Board of Commissioners and Ratification of the Company's Financial Statements for the 2018 Fiscal Year.
  2. 00368/2.1032/AU.1/07/0703-1/1/III/2019 on dated March 27, 2019 with " Financial statements present fairly, in all material respects”, thereby granting full release of responsibility ("acquit et decharge") to all members of the Company’s Board of Directors for their management actions and to all members of the Company’s Board of Commissioners for their supervisory actions in fiscal year 2018, provided that such actions are reflected in the Annual Report and in the financial statements.

- Second Agenda

The Meeting approved and stipulated that the use of the Company's net profit for the fiscal year ending December 31, 2018 amounted to Rp.11.394.349.965,- with details as follows:

  1. 20% of the net profit of Rp. 2.278.8669.993,- will be set aside as a mandatory reserve as referred to in Article 70 of Law No.40 of 2007 on Limited Liability Companies.
  2. The remaining net income, after deducting the compulsory reserves, of Rp 9.115.479.972,- will be fully utilized as retained earnings to strengthen the Company's capital position and will not be distributed as dividends to the Shareholders.

- Third Agenda

The Meeting approved the grant of authority for the Board of Commissioners to determine salary and/or allowances for the Board of Directors as well as honorarium and/or allowances for the Board of Commissioners based on recommendation from Remuneration and Nomination Committee.

- Fourth Agenda

The Meeting agreed to grant the authority to the Company’s Board of Commissioners to appoint a Public Accountant and Public Accounting Firm that will review the Company's financial statements for fiscal year 2019 and fully authorize the Board of Directors to determine honorarium and other requirements in connection with the appointment of a Public Accountant and Public Accountant Firm by taking into account the recommendations of the Audit Committee.

Such delegation of authority is necessary because it requires a selection process by the Audit Committee that decides the Public Accountant and Public Accounting Firm to appoint.

Further criteria or requirements for the appointed Public Accountant and Public Accounting Firm include:

  • Registered in the Financial Services Authority’s list of Public Accountant and Public Accounting Firm and
  • Have a good reputation.

- Fifth Agenda

Approved changes in the Company's domicile from domicile in Central Jakarta to domicile in South Jakarta.

- Sixth Agenda

  1. Meeting agreed to appoint:

Mr. Benny Purnomo as the Director of the Company, which is effective as of now has passed the fit and proper test of the Financial Services Authority and meets the applicable laws and regulations, with the term of office until the closing of the Annual General Meeting of Shareholders on Year 2020.

  1. The meeting agreed to appoint members of the Board of Commissioners and Board of Directors of the Company as follows:

       a. Board Of Commissioners

    Independent Commissioner          : Mr. Birawa Natapradja

    Independent Commissioner          : Mr. Hari Sugiharto

    Commissioner                                : Mrs. Winadewi Hanantha

b. Board of Directors

    President Director                         : Mr. Daniel Budirahayu

    Director                                          : Mr. Wardoyo

    Director                                          : Mrs. Kiung Hui Ngo

    Director                                          : Mr. Josavia Rachman Ichwan

    Director                                         : Mr. Benny Purnomo

The appointment of Mr. Benny Purnomo as the Director of the Company becomes effective as the applicant passes the fit and proper test of the Financial Services Authority and meets applicable laws and regulations.

  1. The term of office in the appointments above shall not prejudice the right of the General Meeting of Shareholders to modify the composition of the Board of Commissioners and Board of Directors of the Company mentioned above in and during the period of the term of office.
  2. Provide power and authority to the Board of Directors of the Company with the right of substitution to perform all necessary actions related to the decisions of the agenda of this Meeting in accordance with applicable laws and regulations, including to declare in a separate Notary deed and notify the change of the Board of Commissioners and Board of Directors of the Company to the Ministry of Law and Human Rights of the Republic of Indonesia in accordance with applicable provisions.

Jakarta, May 10th  2019

Board of Directors

PT Bank Ina Perdana Tbk.