ANNOUNCEMENT OF SUMMARY MINUTES OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT BUANA FINANCE TBK
The Directors of PT Buana Finance Tbk (the "Company") hereby announces to the Shareholders of the
Company that the Company has held the Annual General Meeting of Shareholders for Fiscal Year 2023 (the "Meeting") as follows:
A. Meeting | |
Day/Date | : Monday, May 20, 2024 |
Time | : 2.07 pm until 2.49 pm Western Indonesia Time |
Venue | : Jasmine Meeting Room 1, 2 dan 4 (Floor LG) |
Hotel Ayana Midplaza Jakarta
Jl. Jend. Sudirman Kav. 10-11
Jakarta Pusat
Agenda of the Meeting :
- The approval of Company's Annual Report for the fiscal year 2023
- Determination of the use of the Company's Net Profit for the fiscal year 2023
- Appointment of Public Accounting Firm for the fiscal year 2024 and other appoinment requirements
- Determination of remuneration for the Directors and the Board of Commissioners of the Company
- Approval to pledge more than 50% or the Company's entire net assets
Chairperson of the Meeting
The meeting was chaired by Siang Hadi Widjaja as the President Commissioner of the Company
B. Members of the Board of Commissioners and Directors who attended the Meeting
Board of Commissioners : | |
President Commissioner | : Siang Hadi Widjaja |
Commissioner | : Tjan Soen Eng |
Independent Commissioner | : Dani Firmansjah |
Director : | |
President Director | : Yannuar Alin |
Director | : Herman Lesmana |
Director | : Mariana Setyadi |
- Independent Party that Counted the Attendance of Shareholders and Ensured the Meeting Process
The Company had appointed independent party, namely Securities Administration Bureau (BAE) PT EDI Indonesia to count the shareholders who were present in the Meeting, and Notary Fathiah Helmi, SH to notarize the meeting processes and results.
- Quorum of Attendance of Shareholders
Meeting attended by 1,282,910,342 shares with valid voting rights or equal to 77.95% of the total shares having valid voting rights issued by the Company.
- The Opportunity to ask Question/Opinions
The shareholders were given the opportunity to ask questions and/or give opinions regarding the Meeting Agenda, and there were no questions nor opinions raised.
-
Mechanism of Meeting Resolutions and Voting Result
The Meeting's resolutions were resolved amicably. When an amicable resolution could not be reached, decision was taken by voting. All decision on the Agenda of the Meeting have been approved unanimously by way of voting. - Meeting Resolutions
Meeting resolutions were as follows:
First Agenda :
Approve the Company's Annual Report for the fiscal year 2023, including the Company's Activity Report, Board of Commissioners' Supervisory Task Report; and ratify the Company's Financial Statement that ended on December 31, 2023, which has been audited by the Public Accounting Firm Paul Hadiwinata, Hidajat, Arsono, Retno, Palilingan & Rekan, based on Report number 00479/2.1133/AU.1/09/0519-1/1/III/2024, dated March 26, 2024, with the opinion present fairly in all material respects. Therefore granting release and discharge (volledig acquit et de charge) to the members of the Directors and Board of Commissioners of the Company from all responsibilities for management and supervision actions that they have carried out during the fiscal year 2023, insofar as this action is reflected in the Company's Annual Report and is not a criminal offense;
Second Agenda :
1. Approved the appropriation of net income of the Company for the fiscal year 2023 of Rp.105,012,796,883 (one hundred five billion twelve million seven hundred ninety-six thousand eight hundred eighty-three rupiahs) as follows:
- Distributed as cash dividends in amount of Rp 20,-per share or a maximum total of Rp. 32,915,921,080 which will be distributed proportionally to the entitled shareholders in accordance with the Register of Shareholders on June 3, 2024, at 16:00 WIB (recording date), provided that the cash dividends are tax-deductible in accordance with the applicable tax regulations.
- Rp 1,000,000,000.- is determined and recorded as a reserve to fulfill the provisions of article 70 of the Law on Limited Liability Companies and Article 23 point 1 of the Company's Articles of Association; and
- The remaining determined and recorded as retained earnings.
2. Approved the granting of power and authority to the Directors of the Company with the right of substitution to take all actions in carrying out the cash dividend payments to each shareholder, including but not limited to changing the schedule and procedure for the distribution of the dividends mentioned above.
Third Agenda :
Approved the appointment of the Public Accountant Darmenta Pinem S.E,CPA and Public Accounting Firm (KAP) Paul Hadiwinata, Hidajat, Arsono, Retno, Palilingan & Partners as the Public
Accounting Firm that will audit the the Company's Financial Statement for the Fiscal Year 2024; and
approved the Granting of Authority and Power to the Company's Board of Commissioners to determine the Audit Fees and other requirements for the Public Accountant and/or Public Accounting Firm, as well as appointing the Public Accountant and/or Substitute Public Accounting Firm in the case of the Public Accounting Firm (KAP) Paul Hadiwinata, Hidajat, Arsono, Retno, Palilingan & Partners for whatever reason, were unable to complete the Audit of the Company's Financial Statements for the Fiscal Year 2024.
Fourth Agenda:
- Approved to determine remuneration of members of the Company's Board of Commissioners with a maximum of Rp 5,000,000,000.- gross per year and giving authority and power to the Board of Commissioners to determine the distribution ;
- Approved to grant power and authority to the Board of Commissioners of the Company to determine the amount of remuneration for each member of the Company's Directors.
Fifth Agenda :
- Approved the Company to guarantee more than 50% or all of the Company's net assets to obtain loans facilities that will be received by the Company from bank, venture capital companies, finance companies, or infrastructure financing companies, both locally and abroad, on loans accepted directly by the Company or Controlled Company; with due observance of the terms and conditions in the prevailing laws, particularly the Capital Market Regulations.
- Approved giving authority and power to the Board of Commissioners of the Company to determine the amount of loans to be received by the Company;
3. Approved to grant authority and power to the Directors of the Company with the right of substitution, to carry out all and every legal action required related to the transaction as referred to in number 1, with due observance of the terms and conditions in the prevailing laws, particularly the Capital Market Regulations.
Subsequently, in accordance to the Second Agenda of the Meeting as mention above, where the Meeting has decided to pay out Cash Dividends of Rp20 (twelve rupiah) per share for the fiscal year 2023, hereby notified The Schedule for the distribution of Cash Dividends are as follows:
SCHEDULE FOR DISTRIBUTION OF CASH DIVIDENS
No. | Activity | Date |
1 | Annual GMS | May 20, 2024 |
2 | Announcement on the Indonesia Stock Exchange and Company Website | May 22, 2024 |
3 | End of Trading Period for Shares with Dividend Rights (Cum Dividends) | |
• Regular Markets and Negotiated Markets | May 30, 2024 | |
• Cash Markets | June 3, 2024 | |
4 | Start of Trading Period for Shares without Dividend Rights (Ex Dividends) | |
• Regular Markets and Negotiated Markets | May 31, 2024 | |
• Cash Markets | June 4, 2024 | |
5 | Record Date to determine the Shareholders' Eligibility for Dividends | June 3, 2024 |
(recording date) | ||
6 | Date of Payment of Cash Dividends for the Fiscal Year 2023 | June 12, 2024 |
Procedure for Dividend Distribution will be submitted in the Information Disclosure Report related to Corporate Action - Cash Dividends
Jakarta, May 20, 2024
Directors
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PT Buana Finance Tbk published this content on 22 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 May 2024 15:06:07 UTC.