OFFICIAL TRANSLATION - BNI
-
Upload
khangminh22 -
Category
Documents
-
view
1 -
download
0
Transcript of OFFICIAL TRANSLATION - BNI
LOMS
L.M. SITORUS, OSMAN SIREGAR, MANIMBUL LUHUT SITORUS
PENERJEMAH RESMI & DISUMPAH CERTIFIED, AUTHORIZED AND SWORN TRANSLATORS
MULTILINGUAL TRANSLATION SERVICES: Office: Trisula Building 2" Floor
Jalan Menteng Raya No. 35, Jakarta Pusat 10340 Telepon: (021) 3914542, 4711363, 4893355; Faksimili.: (021) 3902574, 47863366
Email: [email protected]
OFFICIAL TRANSLATION
MINUTES OF EXTRAORDINARY
GENERAL MEETING OF SHAREHOLDERS
PERUSAHAAN PERSEROAN (PERSERO)
PT BANK NEGARA INDONESIA Tbk
Abbreviated into PT BANK NEGARA INDONESIA (PERSERO) Tbk
Number: 55.-
-On this day, Friday, the thirtieth of August, two
thousand and nineteen (30-08-2019).
-At 14.40 (twenty minutes to fifteen) Western Indonesia
Time.
-I, FATHIAH HELMI, Sarjana Hukum, a Notary Public in
Jakarta, in the presence of witnesses who are known to
me, the Notary Public and whose names will be mentioned
at the closing part of this deed.
-At the request of the Board of Directors of PERUSAHAAN
PERSEROAN (PERSERO) PT BANK NEGARA INDONESIA Tbk
abbreviated into PT BANK NEGARA INDONESIA (PERSERO)
Tbk, a limited liability company domiciled in Central
Jakarta and having its head office at Jalan Jenderal
Sudirman Kavling 1, Jakarta 10220, the Articles of
Association of which and the amendments thereof had
been promulgated in the State Gazette of the Republic
of Indonesia, consecutively as follows:
The State Gazette of the Republic of Indonesia
dated the eleventh of September, nineteen hundred
and ninety two (11-09-1992) Number: 73, Supple-
ment Number: 1A;
- The State Gazette of the Republic of Indonesia
dated the twentieth of October, nineteen hundred
and ninety two (20-10-1992) Number: 84, Supple-
ment Number: 008A;
- The State Gazette of the Republic of Indonesia
dated the twentieth of September, nineteen
hundred and ninety six (20-09-1996) Number: 76,
Supplement Number: 8145;
The State Gazette of the Republic of Indonesia -
dated the twenty fifth of August, nineteen hundred
and ninety eight (25-08-1998) Number: 68, Supple-
ment Number: 4899;
- The State Gazette of the Republic of Indonesia
dated the twenty fourth of August, nineteen
hundred and ninety nine (24-08-1999) Number: 68,
Supplement Number: 5208;
- The State Gazette of the Republic of Indonesia
2
dated the twentieth of February, two thousand
and one (20-02-2001) Number: 15, Supplement
Number: 70;
- The State Gazette of the Republic of Indonesia
dated the eighth of January, two thousand and
two (08-01-2002) Number: 3, Supplement Number:
19;
- The State Gazette of the Republic of Indonesia
dated the thirtieth of April, two thousand and
two (30-04-2002) Number: 35, Supplement Number:
4183;
- The State Gazette of the Republic of Indonesia
dated the tenth of September, two thousand and
two (10-09-2002) Number: 73, Supplement Number:
684;
- The State Gazette of the Republic of Indonesia
dated the twenty eighth of October, two thousand
and three (28-10-2003) Number: 86, Supplement
Number: 785;
- The State Gazette of the Republic of Indonesia
dated the ninth of January, two thousand and
four (09-01-2004) Number: 3, Supplement Number:
27;
- The State Gazette of the Republic of Indonesia
3
14011114.0
h.0 I w o ia. to se i- M. WHUT SIToRUSI g
Aiy
4NmokA,55:x
dated the thirtieth of January, two thousand and
four (30-01-2004) Number: 9, Supplement Number:
1152;
- The State Gazette of the Republic of Indonesia
dated the twenty eighth of July, two thousand
and six (28-07-2006) Number: 60, Supplement
Number: 791;
- The State Gazette of the Republic of Indonesia
dated the eighteenth of May, two thousand and
seven (18-05-2007) Number 40, Supplement Number:
524;
- The State Gazette of the Republic of Indonesia
dated the first of April, two thousand and eight
(01-04-2008) Number 27, Supplement Number: 262;
- The State Gazette of the Republic of Indonesia
dated the twenty third of December, two thousand
and eight (23-12-2008) Number: 103, Supplement
Number: 29015;
- The State Gazette of the Republic of Indonesia
dated the thirteenth of July, two thousand and
twelve (13-07-2012) Number: 56, Supplement Number:
1263/L;
- The State Gazette of the Republic of Indonesia
dated the seventeenth of April, two thousand and
4
twelve (17-04-2012) Number: 31, Supplement Number:
18354;
- The State Gazette of the Republic of Indonesia
dated the seventeenth of September, two thousand
and thirteen (17-09-2013) Number: 75, Supplement
Number: 1380/L;
- The State Gazette of the Republic of Indonesia
dated the twenty eighth of March, two thousand
and fourteen (28-03-2014) Number: 25, Supplement
Number: 2102/L;
Subsequently such articles of association had been
amended by means of the Deed Number: 35, dated the
seventeenth of March, two thousand and fifteen (17-
03-2015), drawn up before me, the Notary Public, the
Receipt of Notification of the Amendments to the
Articles of Association of which had been received
and recorded in the Legal Entities Administration
System database of the Ministry of Law and Human
Rights of the Republic of Indonesia Number: AHU-
AH.01.03-0776526, dated the fourteenth of April,
two thousand and fifteen (14-04-2015).
-The amendments to the Articles of Association
within the framework of the Ministry of State-Owned
Enterprises (SOEs) program to standardize the
5
Articles of Association of Listed SOEs is contained
in the Deed Number: 45, dated the twenty fifth of
April, two thousand and seventeen (25-04-2017), drawn
up before me, the Notary Public, which had obtained
approval from the Minister of Law and Human Rights
of the Republic of Indonesia Number AHU-0010821.
AH. 01.02 .YEAR 2017 dated the seventeenth of May, two
thousand and seventeen (17-05-2017), and the Receipt
of Notification of Amendments to the Articles of
Association of which had been received and recorded
in the Legal Entities Administration System database
of the Ministry of Law and Human Rights of the
Republic of Indonesia Number: AHU-AH.01.03-0136845
dated the seventeenth of May, two thousand and seven-
teen (17-05-2017) and the most recent amendments to
the Articles of Association is contained in the
Deed Number: 52, dated the twenty second of May,
two thousand and eighteen (22-05-2018), drawn up
before me, the Notary Public, which had obtained
approval from the Minister of Law and Human Rights
of the Republic of Indonesia Number AHU-0012962.
AH.01.02.YEAR 2018 dated the twenty fifth of June,
two thousand and eighteen (25-06-2018) and the
Receipt of Notification of Amendments to the Arti-
cles of Association of which had been received and
6
recorded in the Legal Entities Administration System
database of the Ministry of Law and Human Rights of
the Republic of Indonesia Number: AHU-AH.01.03-
0215738 dated the twenty fifth of June, two thousand
and eighteen (25-06-2018).
-The most recent composition of the members of the
Board of Directors and the members of the Board of
Commissioners is contained in the deed Number: 65,
dated the eighteenth of September, two thousand and
eighteen (18-09-2018), drawn up before me, the Notary
Public, and the Receipt of Notification of Amend-
ments to the Company's Data of which had been
received and recorded in the Legal Entities
Administration System database of the Ministry of
Law and Human Rights of the Republic of Indonesia
Number: AHU-AH.01.03-0243910 dated the eighteenth of
September, two thousand and eighteen (18-09-2018)
and the Deed Number: 33, dated the twenty third of
July, two thousand and nineteen (23-07-2019), drawn up
before me, the Notary Public, and the Receipt of
Notification of Amendments to the Company's Data of
which had been received and recorded in the Legal
Entities Administration System database of the
Ministry of Law and Human Rights of the Republic of
Indonesia Number: AHU-AH.01.03-0303218 dated the
7
twenty fifth of July, two thousand and nineteen
(25-07-2019).
-Hereinafter PERUSAHAAN PERSEROAN (PERSERO) PT BANK NEGARA
INDONESIA Tbk abbreviated into PT BANK NEGARA INDONESIA
(PERSERO) Tbk in this deed shall be referred to as the
"Company" or "BNI".
-Present at Ballroom Menara BNI 6th Floor, Jalan
Pejompongan Raya Number 7, Bendungan Hilir, Jakarta.---
-In order to draw up Minutes of Meeting regarding all
matters to be discussed and resolved/decided in an Extra-
ordinary General Meeting of Shareholders of the Company
(hereinafter shall be referred to as the "Meeting").
The Meeting was held on the day, the date, at the time
and the place as mentioned above.
-Present in the Meeting and therefore appearing before
me, the Notary Public:
I. Members of the Company's Board of Commissioners;
1. Mr. ARI KUNCORO, born in Jakarta, on the twenty
eighth day of January, nineteen hundred and sixty
two (28-01-1962), the President Commissioner/
Independent Commissioner of the Company, an
Indonesian citizen, residing in South Jakarta,
Jalan Galur Sari X/133, Neighborhood Asso-
ciation (Rukun Tetangga) 009, Community Asso-
8
ciation (Rukun Warga) 001, Utan Kayu Selatan
Village/Suburb, Matraman Sub-District;
-the holder of Resident's Identity Card with
the Population Registration Number:
3175012801620001, which is valid for the duration
of his life;
-according to his statement in this matter acting
in his capacity as the President Commissioner/
Independent Commissioner of the Company.
2. Mr. HAMBRA, Sarjana Hukum, born in Ketapang, on
the tenth day of October, nineteen hundred and
sixty eight (10-10-1968), a Commissioner of the
Company, an Indonesian citizen, residing in East
Jakarta, Jalan Cipinang Kebembem III/E5, Neigh-
borhood Association (Rukun Tetangga) 013,
Community Association (Rukun Warga) 013, Pisangan
Timur Village/Suburb, Pulogadung Sub-District;-
-the holder of Resident's Identity Card with the
Population Registration Number:
3175021010680007;
-according to his statement in this matter acting
in his capacity as the Vice President Commissioner
who is appointed by virtue of the deed of Annual
General Meeting of Shareholders Number: 23
dated the thirteenth of May, two thousand and
9
nine (13-05-2019), drawn up by me, the Notary
Public, but the approval for the Fit and Proper
Test has not been received from the Financial
Services Authority (FSA).
3. Mr. PATANIARI SIAHAAN, born in Balige, on the
thirtieth day of July, nineteen hundred and forty
six (30-07-1946), an Independent Commissioner
of the Company, an Indonesian citizen, residing
in South Jakarta, Jalan Pinang Raya Number 12,
Neighborhood Association (Rukun Tetangga) 002,
Community Association (Rukun Warga) 009, Pondok
Labu Village/Suburb, Cilandak Sub-District;----
-the holder of Resident's Identity Card with the
Population Registration Number:
3174063007460001, which is valid for the duration
of his life;
-according to his statement in this matter acting
in his capacity as an Independent Commissioner
of the Company.
4. Mr. REVRISOND BASWIR, born in Pekanbaru, on the
twenty eighth day of February, nineteen hundred
and fifty eight (28-02-1958), an Independent
Commissioner of the Company, an Indonesian
citizen, residing in Yogyakarta, Nganggrung GG
10
Mawar Number 38, Neighborhood Association (Rukun
Tetangga) 001, Community Association (Rukun
Warga) 030, Sukoharjo Village/Suburb, Ngaglik
Sub-District;
-the holder of Resident's Identity Card with the
Population Registration Number:
3404122802580003, which is valid for the duration
of his life;
-currently being present in Jakarta;
-according to his statement in this matter acting
in his capacity as an Independent Commissioner of
the Company.
5. Mr. AHMAD FIKRI ASSEGAF, born in Jakarta, on the
fourteenth day of June, nineteen hundred and
sixty eight (14-06-1968), an Independent Commis-
sioner of the Company, an Indonesian citizen,
residing in South Jakarta, Jalan Jeruk Purut,
Neighborhood Association (Rukun Tetangga) 004,
Community Association (Rukun Warga) 003, Cilandak
Village/Suburb, PasarMinggu Sub-District;
-the holder of Resident's Identity Card with the
Population Registration Number:
317404106680001, which is valid for the duration
of his life;
-according to his statement in this matter acting
11
0
g ilt aftrsmAis la o
o a)
0
in his capacity as an Independent Commissioner
of the Company.
6. Mr. JONI SWASTANTO, born in Yogyakarta, on the
thirteenth day of June, nineteen hundred and
fifty six (13-06-1956), a Commissioner of the
Company, an Indonesian citizen, residing in South
Jakarta, Jalan Cipayung I Number 8, Neighbor-
hood Association (Rukun Tetangga) 003, Community
Association (Rukun Warga) 007, Rawa Barat Village/
Suburb, Kebayoran Baru Sub-District;
-the holder of Resident's Identity Card with the
Population Registration Number:
3174071306560001, which is valid for the duration
of his life;
-according to his statement in this matter acting
in his capacity as a Commissioner of the Company.
7. Mr. SIGIT WIDYAWAN, born in Wonogiri, on the
fourteenth day of July, nineteen hundred and
sixty five (14-07-1965), an Independent Commis-
sioner of the Company, an Indonesian citizen,
residing in Karanganyar, Jayan, Neighborhood
Association (Rukun Tetangga) 003, Community Asso-
ciation (Rukun Warga) 009, Blulukan Village/
Suburb, Colomadu Sub-District;
12
-the holder of Resident's Identity Card with the
Population Registration Number:
3313121407650004, which is valid for the duration
of his life;
-currently being present in Jakarta;
-according to his statement in this matter acting
in his capacity as an Independent Commissioner of
the Company.
II. Members of the Company's Board of Directors;
1. Mr. ACHMAD BAIQUNI, born in Surabaya, on the
first day of January, nineteen hundred and fifty
seven (01-01-1957), the President Director of
the Company, an Indonesian citizen, residing in
South Jakarta, Jalan Taman Wijaya Kusuma III/
21.C, Neighborhood Association (Rukun Tetangga)
005, Community Association (Rukun Warga) 002,
Cilandak Barat Village/Suburb, Cilandak Sub-
District;
-the holder of Resident's Identity Card with the
Population Registration Number:
3174060101570017, which is valid for the duration
of his life;
-according to his statement in this matter acting
as the President Director of the Company.
13
2. Mr. HERRY SIDHARTA, born in Yogyakarta, on the
twenty third day of April, nineteen hundred and
fifty seven (23-04-1957), the Vice President
Director of the Company, an Indonesian citizen,
residing in South Jakarta, Jalan Kramat Batu
Number 9, Neighborhood Association (Rukun
Tetangga) 002, Community Association (Rukun
Warga) 005, Gandaria Selatan Village/Suburb,
Cilandak Sub-District;
-the holder of Resident's Identity Card with the
Population Registration Number:
3174062304570005, which is valid for the duration
of his life;
-according to his statement in this matter acting
in his capacity as the Vice President Director
of the Company.
3. Mr. PUTRAMA WAHJU SETYAWAN, born in Yogyakarta,
on the twenty eighth day of November, nineteen
hundred and sixty nine (28-11-1969), a Director
of the Company, an Indonesian citizen, residing
in Bekasi Municipality, Taman Century 2 Blok M
Number 32, Neighborhood Association (Rukun
Tetangga) 003, Community Association (Rukun
Warga) 023, Pekayon Jaya Village/Suburb, Bekasi
Selatan Sub-District;
14
-the holder of Resident's Identity Card with
the Population Registration Number:
3275042811690015, which is valid until the
twenty eighth day of November, two thousand and
nineteen (28-11-2019);
-currently being present in Jakarta;
-according to his statement in this matter acting
in his capacity as a Director of the Company.--
4. Mr. CATUR BUDI HARTO, born in Demak, on the
thirteenth day of February, nineteen hundred and
sixty four (13-02-1964), a Director of the
Company, an Indonesian citizen, residing in
Bandung Municipality, Komplek Wijayakusuma A 8
Number 21, Neighborhood Association (Rukun
Tetangga) 005, Community Association (Rukun
Warga) 010, Palasari Village/Suburb, Cibiru Sub-
District;
-the holder of Resident's Identity Card with the
Population Registration Number:
3273251302640003, which is valid for the duration
of his life;
-currently being present in Jakarta;
-according to his statement in this matter acting
in his capacity as a Director of the Company.--
15
5. Mrs. TAMBOK PARULIAN SETYAWATI SIMANJUNTAK,
born in Jakarta, on the twenty third day of
January, nineteen hundred and sixty four (23-01-
1964), a Director of the Company, an Indonesian
citizen, residing in East Jakarta, Jalan Kayu
Mas I number 405, Neighborhood Association
(Rukun Tetangga) 004, Community Association
(Rukun Warga) 009, Pulo Gadung Village/Suburb,
Pulo Gadung Sub-District;
-the holder of Resident's Identity Card with the
Population Registration Number:
3175026301640005, which is valid for the duration
of her life;
-according to her statement in this matter acting
in her capacity as a Director of the Company.--
6. Mr. RICO RIZAL BUDIDARMO, born in Bandung, on
the nineteenth day of June, nineteen hundred and
sixty three (19-06-1963), a Director of the
Company, an Indonesian citizen, residing in South
Jakarta, Jalan Cilandak IV/11, Neighborhood
Association (Rukun Tetangga) 009, Community
Association (Rukun Warga) 003, Cilandak Barat
Village/Suburb, Cilandak Sub-District;
-the holder of Resident's Identity Card with the
Population Registration Number:
16
3174061906630003, which is valid for the duration
of his life;
-according to his statement in this matter acting
in his capacity as a Director of the Company.--
7. Mrs. ADI SULISTYOWATI, born in Purbalingga, on
the eleventh day of June, nineteen hundred and
sixty seven (11-06-1967), a Director of the
Company, an Indonesian citizen, residing in
Central Jakarta, Jalan Pejompongan Raya Number
1A, Neighborhood Association (Rukun Tetangga)
002, Community Association (Rukun Warga) 005,
Bendungan Hilir Village/Suburb, Tanah Abang Sub-
District;
-the holder of Resident's Identity Card with the
Population Registration Number:
3275085106670015, which is valid until the
eleventh day of June, two thousand and nineteen
(11-06-2019);
-according to her statement in this matter acting
in her capacity as a Director of the Company.--
8. Mr. ANGGORO EKO CAHYO, born in Jakarta, on the
seventh day of January, nineteen hundred and sixty
nine (07-01-1969), a Director of the Company, an
Indonesian citizen, residing in Tangerang Muni-
17
0 0 Ir. to
-M. WHUT SITORUs O*
cz ut 42 o 46
0011112til-9
cipality, Jalan Cimandiri V FF.3/22, Neighbor-
hood Association (Rukun Tetangga) 001, Community
Association (Rukun Warga) 005, Pondok Jaya
Village/Suburb, Pondok Aren Sub-District;
-the holder of Resident's Identity Card with the
Population Registration Number:
3674030701690001, which is valid for the duration
of his life;
-currently being present in Jakarta;
-according to his statement in this matter acting
in his capacity as a Director of the Company.--
9. Mr. BOB TYASIKA ANANTA, born in Solo, on the
twenty sixth day of May, nineteen hundred and
sixty three (26-05-1963), a Director of the
Company, an Indonesian citizen, residing in East
Jakarta, Kavling Marinir Blok AB IV/6, Neigh-
borhood Association (Rukun Tetangga) 008, Commu-
nity Association (Rukun Warga) 013, Pondok Kelapa
Village/Suburb, Duren Sawit Sub-District;
-the holder of Resident's Identity Card with the
Population Registration Number:
3175072605630004, which is valid for the duration
of his life;
-according to his statement in this matter acting
in his capacity as a Director of the Company.--
18
". • a= M. WHIR' SIT cc
44P/SLO#4t
44
10. Mr. DADANG SETIABUDI, born in Cimahi, on the
twenty third day of June, nineteen hundred and
sixty two (23-06-1962), a Director of the
Company, an Indonesian citizen, residing in
South Jakarta, Jalan Junaedi Komplek Pertamina
Number 38, Neighborhood Association (Rukun
Tetangga) 012, Community Association (Rukun
Warga) 003, Cipete Selatan Village/Suburb,
Cilandak Sub-District;
-the holder of Resident's Identity Card with the
Population Registration Number:
3174062306620003, which is valid for the duration
of his life;
-according to his statement in this matter acting
as a Director of the Company.
11. Mr. ENDANG HIDAYATULLAH, born in Sukabumi, on
the sixteenth day of September, nineteen hundred
and seventy (16-09-1970), a Director of the
Company, an Indonesian citizen, residing in
Bogor Municipality, Jalan Anggrek Bulan Raya
number 6, Taman Yasmin III, Neighborhood Asso-
ciation (Rukun Tetangga) 009, Community Asso-
ciation (Rukun Warga) 008, Curug Mekar Village/
Suburb, Kota Bogor Barat Sub-District;
19
-currently being present in Jakarta;
-the holder of Resident's Identity Card with the
Population Registration Number:
3271041609700011, which is valid for the duration
of his life;
-according to his statement in this matter acting
as a Director of the Company.
III. Shareholders of the Company;
1. Mr. GATOT TRIHARGO, born in Yogyakarta, on the
twenty ninth day of August, nineteen hundred and
sixty (29-08-1960), a Civil Servant (PNS), an
Indonesian citizen, residing in South Jakarta,
Jalan Alip Barat Number 25, Neighborhood Asso-
ciation (Rukun Tetangga) 003, Community Associa-
tion (Rukun Warga) 010, Pasar Minggu Village/
Suburb, Pasar Minggu Sub-District;
-the holder of Resident's Identity Card with the
Population Registration Number:
3174042908600002, which is valid for the duration
of his life;
-according to his statement in this matter acting
in his capacity as the Deputy for Financial
Service, Survey Service and Consultant Business,
the Ministry of State-Owned Enterprises of the
20
Republic of Indonesia, acting by virtue of the
Power of Attorney Number: SKU-209/MBU/08/2019,
dated the twenty third of August, two thousand
and nineteen (23-08-2019), drawn up in private
form, the original of which is attached to the
master of original copy of this deed, as the
proxy of the Minister of State-Owned Enterprises
of the Republic of Indonesia, as the Representa-
tive of the Government as a shareholder of the
State of the Republic of Indonesia of the
Perusahaan Perseroan (Persero) PT Bank Negara
Indonesia Tbk, in accordance with the
provisions of the Law Number 19 of 2003 (two
thousand and three), the Law Number 40 of 2007
(two thousand and seven), the Government
Regulation Number 41 of 2003 (two thousand and
three) and the Government Regulation Number 45
of 2005 (two thousand and five), as well as the
Articles of Association of the Perusahaan
Perseroan (Persero) PT Bank Negara Indonesia
Tbk, and therefore for and on behalf of the
STATE OF THE REPUBLIC OF INDONESIA, as the
owner and holder of:
a. 1 (one) Dwiwarna A Series share; and
21
b. 11,189,193,874 (eleven billion one hundred
eighty nine million one hundred ninety three
thousand eight hundred seventy four) shares,
which constitute B Series shares and C Series
shares;
2. GENERAL PUBLIC as the holder and owner of
4,694,447,639 (four billion six hundred ninety
four million four hundred forty seven thousand
six hundred thirty nine) shares, which constitute
B Series shares and C Series shares;
-The members of the Board of Directors, the members of
the Board of Commissioners and the Shareholders who were
present in the meeting as mentioned above are evidenced
by the list of attendance dated today, which has been
signed by the aforementioned parties, the original of
which is attached to the master of original copy of this
deed, and those shareholders who were present as mentioned
above are the shareholders whose names are registered/
included in the Register of Shareholders of the Company
as of the seventh day of August, two thousand and
nineteen (07-08-2019) up to 16.15 (fifteen minutes past
sixteen) Western Indonesia Time, issued by PT Datindo
Entrycom as the Securities Administration Agency of the WW11240,,x
1Nompany. 1,
u. 0 1.- M. LUHUT S1TORUS *
0
22
IV. Invitee;
- Mrs. ESTER AGUNG SETIAWATI, born in Solo, on the
seventeenth day of December, nineteen hundred and
fifty eight (17-12-1958), the President Director
of PT Datindo Entrycom, an Indonesian citizen,
residing in West Jakarta, Komplek BPPT H-12/A-
7, Neighborhood Association (Rukun Tetangga) 008,
Community Association (Rukun Warga) 003, Meruya
Ilir Village/Suburb, Kembangan Sub-District;---
-the holder of Resident's Identity Card with the
Population Registration Number:
31.7308.571258.0003;
-according to her statement in this matter repre-
senting the Securities Administration Agency of
PT Datindo Entrycom, who was present in the meeting
at the invitation of the Company's Board of
Directors.
-Based on article 24 paragraph (1) letter a of the
Company's Articles of Association, the one entitled to
preside over the Meeting is a member of the Board of
Commissioners appointed by the Board of Commissioners.
In accordance with the letter of the Board of Commis-
sioners Number: DK/91 dated the fifteen of August, two
i thousand and nineteen (15-08-2019), the Board of Commis- t.
cA
LA. - M.LUHUTSITORUS* 0
V N' 23
sioners has stipulated Mr. Ari Kuncoro as the Chairperson
of the Meeting and Mr. Pataniari Siahaan as the
Substitute Chairperson of the Meeting I and also Mr.
Sigit Widyawan as the Substitute Chairperson of the
Meeting II.
-That before the Meeting was commenced, PT Datindo
Entrycom as the Securities Administration Agency of the
Company, had shown to me, the Notary Public, the
Company's Register of Shareholders as of the seventh
day of August, two thousand and nineteen (07-08-2019)
up to 16.15 (fifteen minutes past sixteen) Western
Indonesia Time, which was issued by PT Datindo Entrycom
as the Securities Administration Agency of the Company,
and fully guaranteed that the shareholders as contained
in the said Company's Register of Shareholders are true
and lawfully prove the ownership of the Company's shares,
and according to her statement the shares owned by the
shareholders who were present or represented as mentioned
above were in accordance with the Company's Register of
Shareholders as mentioned above.
-Subsequently the Chairperson of the Meeting opened the
Meeting and informed the following matters:
A. That in accordance with the Regulation of the
Financial Services Authority Number 32/POJK.04/2014
24
dated the eighth of December, two thousand and
fourteen (08-12-2014) as already amended by means
of the Regulation of the Financial Services Authority
Number: 10/POJK.04/2017 regarding the Planning and
Implementation of the General Meeting of Share-
holders of Public Companies (hereinafter shall be
referred to as the "POJK 32"), the Company had
served/sent a notification of the plan and items on
the agenda of an Extraordinary General Meeting of
Shareholders on the sixteenth day of July, two
thousand and nineteen (16-07-2019), and had made
Announcement of the Extraordinary General Meeting
of Shareholders, which was published in the Investor
Daily and The Jakarta Post daily newspapers as well
as the Company's website on the twenty fourth day
of July, two thousand and nineteen (24-07-2019),
and also had served/sent Notice of Extraordinary
General Meeting of Shareholders, which was published
in the Investor Daily and The Jakarta Post daily
newspapers as well as the Company's website on the
eighth day of August, two thousand and nineteen
(08-08-2019).
The Notice of Meeting dated the eighth of August, two
thousand and nineteen (08-08-2019) shall read and
be written as follows:
25
NOTICE OF
---EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT BANK NEGARA INDONESIA (PERSERO) Tbk
(THE COMPANY)
The Company's Board of Directors hereby invites the
Company's Shareholders to attend the Extraordinary
General Meeting of Shareholders ("the Meeting")
which shall be held on:
Day/Date
Time
:
:
Friday/August 30, 2019
14:00 WIB up to end (closing)
Place : Ballroom Menara BNI, 6th Floor
Jl. Pejompongan Raya No. 7,
Bendungan Hilir, Jakarta
Items on the Agenda:
1. Performance Evaluation/Explanation of the Company
until Semester I of 2019.
Basis for the proposal of such item on the agenda
of the Meeting is the Letter of the Minister of
State-Owned Enterprises of the Republic of
Indonesia as the Dwiwarna A Series Shareholder
No. SR-477/MBU/07/2019 dated July 10, 2019
regarding Request for the Holding of Extra-
ordinary General Meeting of Shareholders.
2. Change to the Composition of the Company's
26
Management.
Basis for the proposal of such item on the agenda
of the Meeting is Article 11 paragraph (10) and
Article 14 paragraph (12) of the Company's
Articles of Association and the Letter of the
Minister of State-Owned Enterprises of the
Republic of Indonesia as the Dwiwarna A Series
Shareholder No. SR-477/MBU/07/2019 dated July
10, 2019 regarding Request for the Holding of
Extraordinary General Meeting of Shareholders.-
Notes:
1. The Company did not send separate invitations to
the Shareholders, because this Notice (adverti-
sement) shall constitute an official invitation.
2. The Shareholders or his/her proxy who will attend
the Meeting is/are requested to submit photo-
copy of his/her KTP (Resident's Identity Card)
or photocopy of other valid identity cards to
the registration officer before entering the
Meeting room. The Shareholders in the form of
Legal Entities is/are obligated to submit a
photocopy of the most recent Articles of Asso-
ciation as well as the most recent deed of
appointment of the members of the Board of
27
Directors and the members of the Board of
Commissioners or the members of the management.
Especially with regard to the Shareholders in
the Collective Custody of PT Kustodian Sentral
Efek Indonesia ("KSEI"), they are requested to
produce/show Written Confirmation of the General
Meeting of Shareholders ("KTUR") to the regis-
tration officer before entering the Meeting
room. In the event that the Shareholder cannot
show/produce the KTUR, the relevant Shareholder
can still attend the Meeting as long as his/her/
its name is included/registered in the Register
of Shareholders and produce identity card that
can be verified in accordance with the applicable
provisions.
3. Those who are entitled to attend or be repre-
sented in the Meeting are the shareholders whose
names are included/registered in the Register
of Shareholders as of August 7, 2019 up to
16.15 WIB (Western Indonesia Time).
4. a) The Shareholders who are unable to attend
the meeting may be represented by his/her
proxy by submitting lawful Power of Attorney,
the form of which shall be determined by
28
the Company's Board of Directors, with the
provision that the members of the Board of
Directors, the members of the Board of
Commissioners and the employees of the Company
may act as proxy in the Meeting, but the
votes they cast in the Meeting as proxy shall
not be counted in the casting of votes.----
b) The form of Power of Attorney is available
every business day at the Company's Securi-
ties Administration Agency namely PT. Datindo
Entrycom, J1. Hayam Wuruk No. 28, Jakarta
10120.
5. Materials related to the items on the agenda of
the Meeting are available and can be obtained
at the Company's website and the Company's head
office, during the Company's working hours as
of August 8, 2019 up to August 30, 2019. Copy
of physical document may be provided if requested
in writing by the Company's Shareholders, with
due observance of the Regulation of the
Minister of SOE Number: PER-02/MBU/02/2015 and
Number: PER-03/MBU/02/2015 dated February 17,
2015.
6. To facilitate the arrangement and for the
29
orderliness of the Meeting, the Shareholders or
their proxy are requested to be present at the
place of the Meeting by 13:30 WIB (Western
Indonesia Time).
Jakarta, August 8, 2019
The Company's Board of Directors
That one page of the daily newspapers which contains
the Announcement, and the Notice of the Meeting
mentioned above, is attached to the master of original
copy of this deed.
B. That in accordance with the Company's Register of
Shareholders as of the seventh day of August, two
thousand and nineteen (07-08-2019), issued by PT
Datindo Entrycom as the Securities Administration
Agency of the Company, the total number of the
Company's issued shares is 18,648,656,458 (eighteen
billion six hundred forty eight million six hundred
fifty six thousand four hundred fifty eight) shares.
C. That in accordance with calculation of the quorum
for attendance made by PT Datindo Entrycom as the
Securities Administration Agency of the Company,
subsequently I, the Notary Public, informed the
meeting that the following shares were present and/
or represented in the Meeting:
30
OFUZ40.1
6 (51
M. LUHUT STOWS cl
st.,56431‘4.
a. 1 (one) Dwiwarna A Series share having a nominal
value of IDR 7,500.00 (seven thousand five
hundred Rupiahs).
b. 15,883,641,513 (fifteen billion eight hundred
eighty three million six hundred forty one
thousand five hundred thirteen) registered
ordinary shares, which constitutes B Series
shares, each share having a nominal value of IDR
7,500.00 (seven thousand five hundred Rupiahs)
and C Series shares, each share having a nominal
value of IDR 375.00 (three hundred seventy five
Rupiahs);
or a grand total of 15,883,641,514 (fifteen billion
eight hundred eighty three million six hundred
forty one thousand five hundred fourteen) shares or
approximately 85.173% (eighty five point one seven
three percent) of all shares which had been issued
by the Company with lawful voting rights i.e. a
total of 18,648,656,458 (eighteen billion six
hundred forty eight million six hundred fifty six
thousand four hundred fifty eight) shares in
accordance with the Company's Register of Shareholders
as of the seventh day of August, two thousand and
nineteen (07-08-2019) issued by PT Datindo Entrycom
31
as the Securities Administration Agency of the
Company, so based on the provisions of Article 25
paragraph (1.a), and paragraph (4.a) of the
Company's Articles of Association and Article 86
paragraph (1) of the Law Number 40 of 2007
regarding Limited Liability Company, as well as the
POJK 32, therefore the quorum to hold the Meeting
had been fulfilled (quorum was present), and as
such the Meeting was lawful and entitled to adopt
lawful and binding decisions/resolutions.
Prior to the commencement of the Meeting, the Chair-
person of the Meeting informed the following matters:--
General Conditions of the Company in the Semester I of
2019 (two thousand and nineteen) were as follows:
Total assets of the Company was amounting to IDR
843.2 trillion (eight hundred forty three point two
trillion Rupiahs).
Loan extended was amounting to IDR 549.2 trillion
(five hundred forty nine point two trillion
Rupiahs).
Third Party Funds that were successfully raised
amounted to IDR 595.1 trillion (five hundred ninety
five point one trillion Rupiahs).
Total Equity was amounting to IDR 116.7 trillion
32
(one hundred sixteen point seven trillion Rupiahs).
In accordance with the Notice of the Meeting, the Items
on the Agenda of the Meeting shall be as follows:
1. Performance Evaluation/Explanation of the Company
until Semester I of 2019.
2. Change to the Composition of the Company's Manage-
ment.
The Meeting was held with reference to the Meeting
Rules of Order, which among others regulates the decision
making mechanisms in the Meeting and procedures for
asking questions and/or raising opinions as had been
read out by the Master of Ceremonies and had been
distributed to the shareholders at the time of regis-
tration.
Subsequently, entering the Items on the Agenda of the
Meeting.
The First Item on the Agenda of the Meeting, i.e.:
Performance Evaluation/Explanation of the Company
until Semester I of 2019 (two thousand and nineteen).
-Furthermore the Chairperson of the Meeting invited the
President Director to present his explanation.
-Subsequently, Mr. Achmad Baiquni as the President
Director presented the following matters:
33
"Thank you Mr. Chairperson of the Meeting,
The honorable Company's Shareholders and audiences,
Please allow me to present that up to Semester I of
2019 (two thousand and nineteen), the Company still
recorded a stable performance growth amid fluctuating
economic conditions. Total assets of the Company in
Semester I of 2019 (two thousand and nineteen) grew
by 14.8% (fourteen point eight percent) compared to
the same period of the previous year to IDR 843.2
trillion (eight hundred forty three point two trillion
Rupiahs), which mainly contributed by credits that
grew above the average growth of the national banking
industry.
In addition, I also convey that as the implementation
of one of the pillars of Corporate Culture of the
Company namely "Continuous Improvement" and Corporate
Plan of the Company, namely "Beyond Traditional
Financial Services" with the target of becoming one
of the most profitable Financial Institutions in
Indonesia, the Company continues to make innovation
continuously. The innovations continue to be made
in order to respond to market challenges and to
meet the evolving needs of the customers and the 00R14401
4/ % stakeholders.
f. M. WHUT S1TS US 0 4ct
34
The Company's innovation steps begin with creating
an innovative environment within the Company's
environment. The innovation step was carried out
among others by cultivating the implementation of
innovative mindset and requiring each working unit
to continuously innovate in order to achieve a
faster, better, more efficient results, and with a
wider impact.
The Company also intensified the Business Innovation
Award (Binnova) competition as a forum for the
Company's employees to participate in providing
good innovation proposals in the scope of products
as well as business process improvements which in
due course it will improve the Company's performance
and meet the stakeholder's requirement.
In order to support innovation, the Company has
also established an Innovation Center that functions
as an end to end Innovation Management with sources
of innovation both from internal innovation such as
Binnova or from external innovation such as coopera-
tion with start-ups or organizing the BNI Hackfest
competition.
The honorable Company's Shareholders and audiences,
The final goal of the Company in carrying out such
35
innovations is to provide the best services to our
stakeholders and to support the Company's sustainable
growth.
Subsequently explanation related to the credit and
third party funds growth will be presented by the
Director of Micro, Small and Middle-Scale Enterprise
(MSME) Business and Network. For that purpose, I
invite the Director of MSME Business and Network to
present his explanation".
-Subsequently, the Director of MSME Business and Network
presented his explanation as follows:
"Thank you Mr. President Director,
The honorable Shareholders and audiences,
In general the annual Company's credit grew positively
i.e. grew by 20% (twenty percent) year-on-year
(yoy). This strong growth was driven by Corporate
Segment credits which grew by 26.6% (twenty six
point six percent) yoy into IDR 285.3 trillion (two
hundred eighty five point three trillion Rupiahs),
then Small-Scale Segment grew by 21.5% (twenty one
point five percent) yoy into IDR 72.9 trillion
(seventy two point nine trillion Rupiahs), and
Consumer Segment grew by 8.3% (eight point three
percent) yoy into IDR 81.7 trillion (eighty one
36
point seven trillion Rupiahs).
While with respect to the Middle-Scale Segment we
are still focusing on the improvement of assets
quality and selective expansion, so until Semester
I of 2019 (two thousand and nineteen) it still
showed a moderate growth, i.e. grew by 7.6% (seven
point six percent) yoy into IDR 76.1 trillion (seventy
six point one trillion Rupiahs) . Then credit extension
(lending) by the Subsidiaries also grew by 26.7%
(twenty six point seven percent) yoy into IDR 33.1
trillion (thirty three point one trillion Rupiahs).
In addition, as an agent of development, the
Company also actively participates in the Government
programs in the field of Infrastructure. The
Infrastructure Financing until Semester I of 2019
(two thousand and nineteen) grew by 5.0% (five point
zero percent) compared to the same period of the
previous year or reached IDR 113.3 trillion (one
hundred thirteen point three trillion Rupiahs).
Details of the Infrastructure financing distribution
sector can be seen on the presentation screen.
In addition to infrastructure financing, the Company
also supports the empowerment of small-scale enter-
prises through distribution of People's Business
37
'17
M. miff srroRus * -Ty
Credit or KUR, the Partnership Program and the BNI
Entrepreneurship. The distribution of KUR, which is
one of the driving factors for the growth of the
Company's interest income, during semester I of
2019 (two thousand and nineteen), reached IDR 9.4
trillion (nine point four trillion Rupiahs) or 58.6%
(fifty eight point six percent) of the 2019 (two
thousand nineteen) KUR distribution target in the
amount of IDR 16 trillion (sixteen trillion Rupiahs).
Details of the KUR financing sector can be seen on
the presentation screen.
The honorable Shareholders and audiences,
In an effort to increase small-scale enterprises
financing, the Company has implemented several
innovative steps, including Cluster Program. This
program is designed to accelerate penetration and
to acquire quality SME customers. In implementing
the Cluster Program, the Company makes efforts to
create added values through various approaches such
as technological, partnership, and CSR assistance
aspects.
One concrete form of this program is formation of a
business ecosystem as an Integrated Supply Chain
that highlights local excellence. The small-scale
38
business chain consists of business players (in
this case farmers, fishermen, and SMEs), then core
companies (such as off taker/agricultural production
facilities (saprotan) providers) up to the collecting
agents (i.e. BUMDES (Village-Owned Enterprises) and
Agen 46) and the supporting technology thereof. In
June 2019 (two thousand nineteen), it was recorded
that the total small-scale credit portfolio executed
through the Cluster Program has reached IDR 4.7
Trillion (four point seven trillion Rupiahs) with a
collectibility of 99.3% (ninety nine point three
percent).
Then, in the consumer credit segment, the credit
growth was driven by KPR (Housing Credit) products
(i.e. BNI Griya) which grew by 8.9% (eight point
nine percent) yoy into IDR 42.2 trillion (forty two
point two trillion Rupiahs) and Payroll Loan (i.e.
BNI Flexi) which grew by 12.8% (twelve point eight
percent) yoy into IDR 24.5 trillion (twenty four
point five trillion Rupiahs). The consumer credit
expansion is focused on KPR growth efforts by
continuously strengthening the marketing through
strategic collaboration with institutions, selected
developers, as well as online and fintech property
media, and expanding the KPR marketing to millennial
39
communities. Meanwhile the growth of Payroll Loan
is focused on providing credit to employees of the
government institutions/agencies and SOEs, as well
as increasing credit marketing digitally.
In terms of Third Party Funds, namely Savings,
Current Accounts, and Time Deposits, it showed a
positive growth by 13% (thirteen percent) yoy into
IDR 595.1 trillion (five hundred ninety five point
one trillion Rupiahs) with the ratio of low-cost
funds (CASA) maintained at 64.6% (sixty four point
six percent).
The growth of CASA was supported by Current Account
growth by 22.4% (twenty two point four percent) yoy
into IDR 188.8 trillion (one hundred eighty eight
point eight trillion Rupiahs) contributed by the
customers of Business Banking segment. The Company
provides a financial services total solution in the
form of cash management services to the business
banking customers.
Various cash management solutions of the Company
have succeeded in helping the customers to create a
more efficient business processes so as to able to
increase the customer's productivity. This was
0 evident from the growth in the number of cash 0
0 i
40
management transactions into 68 million transactions,
or increased by 28.3% (twenty eight point three
percent) yoy in the Semester I of 2019 (two thousand
and nineteen). Another CASA product, i.e. Savings
recorded a growth of 7.5% (seven point five percent)
yoy into IDR 195.5 trillion (one hundred ninety
five point five trillion Rupiahs).
Thus that was all about the explanation related to
the growth of credit and third party funds, and
furthermore explanation related to the Financial
Ratios will be presented by the Director of Finance
of the Company.
-Subsequently the Director of Finance presented his
explanation as follows:
"Thank you Mr. Director of MSME Business and Network.
The honorable shareholders and audiences,
Please allow me to present the financial ratios as
of Semester I of 2019 (two thousand and nineteen)
as follows:.
1. Capital Adequacy Ratio (CAR) at the level of
18.7% (eighteen point seven percent).
2. Quality of loan extended was reflected by gross
NPL Ratio and net NPL Ratio at a level of 1.8%
(one point eight percent) and 0.8% (zero point
41
eight percent) respectively. In order to increase
its assets quality, the Company strengthened
its financial fundamentals through conservative-
proactive measures which were marked by an
increase in the Ratio of Allowance for Impairment
Losses (CKPN Ratio) against NPL or Coverage
Ratio to 156.5% (one hundred fifty six point
five percent) from 150.2% (one hundred fifty
point two percent) in the previous year. This
is in line with the management's policy to
maintain assets quality by increasing the
coverage ratio in the range of 155%-160% (one
hundred fifty five percent up to one hundred
sixty percent) to anticipate macro conditions
and preparation for the implementation of PSAK
(Statement of Financial Accounting Standard)
71.
3. Net Interest Margin was recorded at a position
of 4.9% (four point nine percent).
4. Cost to Income Ratio was recorded at a position
of 43.4% (forty three point four percent).
5. Loan to Deposit Ratio was recorded at a position
of 92.3% (ninety two point three percent).
On a consolidated basis, up to the Semester I of
42
2019 (two thousand and nineteen) the Company
managed to record a Net Profits of IDR 7.6 trillion
(seven point six trillion Rupiahs) contributed by
the Net Interest Income of IDR 17.6 trillion
(seventeen point six trillion Rupiahs) and Non
Interest Income of IDR 5.4 trillion (five point
four trillion Rupiahs) and Recovery of IDR 1 trillion
(one trillion Rupiahs). Meanwhile, operational
expenses and CKPN expenses were recorded at IDR
11.3 trillion (eleven point three trillion Rupiahs)
and IDR 4 trillion (four trillion Rupiahs)
respectively.
The Company's Financial Statements as of Semester I
of 2019 (two thousand and nineteen) had been
published in the Bisnis Indonesia and The Jakarta
Post dailies on the twenty fourth day of July, two
thousand and nineteen (24-07-2019) and can be
accessed through the Company's website.
Thus that was all about the explanation related to
the Company's financial ratio up to the Semester I
of 2019 (two thousand and nineteen). Furthermore,
discussions related to the Risk Management will be
presented by the Director of Risk Management of the
Company".
43
-Subsequently the Director of Risk Management presented
his explanation as follows:
"Thank you Mr. Director of Finance.
The honorable shareholders and audiences,
I would like to convey that BNI has implemented Risk
Management properly, among others:
1. The BNI's Soundness Level in the position as of
June 2019 (two thousand and nineteen) was Ranked
2nd (Sound), which means that BNI is able to
face significant negative influences from the
changes in business conditions and other external
factors.
2. The BNI's Risk Profile was Ranked 2nd (Low to
Moderate) with the inherent risk of "Low to
Moderate" and Quality of Risk Management
Implementation of "Satisfactory".
3. The BNI's Governance was Ranked 2nd (Good), as
reflected by adequate fulfillment of the
Governance principles in terms of structure,
process and results of governance. In general,
Governance weaknesses are less significant and
can be resolved by standard actions by the
Management. At present we continue to make efforts
44
OR144,0
9'y d1-Subsequently the Director of Consumer Business presented
043: M. WHUT SffORUS le 0
45
4.4Ns0.1
to improve the implementation of existing
governance.
4. The BNI's Rentability was Ranked 2'd (Adequate),
in which the performance and resources that
support the achievement of profits are adequate,
is shown by good growth of operating income and
net profits.
5. The BNI's capital was Ranked 2nd (Adequate),
marked by an increase in the BNI's CAR ratio
from 18.5% (eighteen point five percent) to
18.7% (eighteen point seven percent) and it is
above the minimum requirement of 14.0% (fourteen
percent) based on the risk profile and additional
buffer capital in accordance with Basel III.---
6. The achievement of the Bank's business target
up to June 2019 (two thousand and nineteen) is
generally within the specified risk appetite
range and does not exceed the risk tolerance.--
Thus that was all about the explanation related to
the Company's Risk Management. Furthermore, expla-
nation related to the realization of product innovation
which had been implemented by the Company will be
presented by the Director of Consumer Business".---
his explanation as follows:
"Thank you Mr. Director of Risk Management.
The honorable shareholders and audiences,
In line with the development and innovation of the
Company in creating digital products to provide
comfort and convenience for the customers, the
Company has BNItuDigital strategy. Therefore, the
Company focuses on developing electronic banking
(e-banking) aimed primarily at operational effi-
ciency, sources of non-interest income, and as an
effort to increase CASA.
The e-banking development of the Company has shown
good results. Until the Semester I of 2019 (two
thousand nineteen), the growth of mobile banking
users increased by almost 1.7 million (one point
seven million) users compared to June 2018 (two
thousand and eighteen), with a transaction value
reaching IDR 117 trillion (one hundred seventeen
trillion Rupiahs). The growth of SMS Banking users
also increased by around 1.4 million (one point
four million) users compared to June 2018 (two
thousand and eighteen), with a transaction value
reaching IDR 47 Trillion (forty seven trillion
Rupiahs).
46
In the Branchless Banking program, the Company was
able to develop its network through Agent 46, which
has reached 125 thousand agents, with a transaction
value of IDR 72 trillion (seventy two trillion
Rupiahs). The value of EDC and e-commerce
transactions reached IDR 41 trillion (forty one
trillion Rupiahs), while the ATM transaction value
reached IDR 346 trillion (three hundred forty six
trillion Rupiahs), and the distribution of Tapcash
reached more than 5 (five) million Tapcash cards.--
Furthermore, explanation related to the Company's
Digitalization will be presented by the Director of
Information Technolocy and Operations".
-Subsequently the Director of Information Technology and
Operations presented his explanation as follows:
"Thank you Madam Director of Consumer Business.-
The honorable shareholders and audiences,
Related to the BNItuDigital tagline, please allow
me to present an explanation on product innovation
and digitalization development that have been carried
out by the Company, namely:
1. In order to increase penetration of credit
business growth, the company has developed
digital loans that automate the process of credit
data screening, both consumer and productive
credits, by utilizing big data technology in
collaboration with the digital business eco-
system, called BNI Digiloan.
2. In order to support the penetration of third
party funds growth, especially savings, the
Company has developed digital account opening
that utilizes the video banking and biometric
technologies, which is called BNI SONIC -
SelfService Opening Account and DOA - Digital
Opening Account.
3. In order to strengthen the Company's position
to remain being the bank of choice for the
digital business players and as a manifestation
of open banking concept, the Company has developed
API (Application Programming Interface) Manage-
ment that facilitates and accelerates the inte-
gration process so that the digital businesses
players can utilize the Company's banking services
to jointly developing business ecosystems in
their respective areas.
4. In executing its role as an agent of development
and to make the non-cash transaction program a
success, the Company plays an active role in
48
developing the Quick Response Indonesia Standard
(QRIS) standardization, in which one of the
standardization parameters used is the product
of innovations made by the Company. In
developing this new payment ecosystem model in
the form of QR, the Company together with other
HIMBARA member banks joined in a jointly
developed platform called with LinkAja.
Thus that was all about the explanation related to
the realization of product innovation and banking
digitalization. Furthermore, I returned the floor
to the President Director".
-Subsequently the President Director continued his
explanation as follows:
"Thank you Mr. Director and Madam Director for your
expalanations.
The honorable shareholders and audiences,
As a Company oriented towards sustainability, in
addition to making continuous efforts to improve
its economic performance (profits), the Company also
strives to improve social (people) and environmental
(planet) performances.
The Company pays attention to all the three factors
because the Company believes that the Triple Bottom
49
M. LUHUT SIMMS * 0
'OA lor
arc
Line concept, which consists of Profits, People and
Planet, are important factors in realizing the
progress and sustainability of a company.
One of the Company's sustainability focuses is shown
by environmentally friendly programs or projects
financing as provided for in the OJK Regulation No.
51/POJK.03/2017 concerning Implementation of Sus-
tainable Finance for Financial Services Institu-
tions, Issuers and Public Companies. Based on the
Technical Guidelines for the Implementation of the
OJK Regulation Number 51, the banks must record
their financing/credit portfolios based on Environ-
mentally Friendly Business Activities (KUBL). The
realization of KUBL financing for the Corporate
segment in the Semester I of 2019 (two thousand and
nineteen) reached IDR 26.1 Trillion (twenty six
point one trillion Rupiahs) consisting of New Renew-
able Energy, Sustainable Palm Oil, Environmentally
Friendly Transportation and Green Building.
I also would like to convey that, until the Semester
I of 2019 (two thousand and nineteen), the reali-
zation of the use of Community Development Program
funds was IDR 102.6 billion (one hundred two point
six billion Rupiahs) which was used for humanitarian
50
aids to natural disasters victims amounted to IDR
3.9 billion (three point nine billion Rupiahs),
education and training assistance of IDR 35.8
billion (thirty five point eight billion Rupiahs),
health promotion assistance of IDR 9.8 billion
(nine point eight billion Rupiahs), assistance in
the development of public facilities and infra-
structure amounted to IDR 16.6 billion (sixteen
point six billion Rupiahs) and assistance for
religious facilities amounted to IDR 25.8 billion
(twenty five point eight billion Rupiahs), assistance
for natural conservation amounted to IDR 2.6
billion (two point six billion Rupiahs) and also
social assistance for general public within the
framework of poverty alleviation amounted to IDR
8.1 billion (eight point one billion Rupiahs). Thus
the realization of the use of Community Development
Program funds up to the Semester I of 2019 (two
thousand and nineteen) reached 68.4% (sixty eight
point four percent) of the total budget, and there
is still a remaining budget of 31.6% (thirty one
point six percent) or IDR 47.3 billion (forty seven
point three billion Rupiahs).
During Semester I of 2019 (two thousand and nineteen),
the activities of Corporate Social Responsibilities
51
(CSR) were focused on the Education and Training
Sector which absorbed 34.9% (thirty four point nine
percent) of the Community Development Program funds,
among others for an improvement in education quality
in the Eastern Indonesia namely the construction of
a Boundary School in Sebatik Island, renovation of
schools in Maumere, Eastern Indonesia Scholarship
(IBT) for Maluku, East Nusa Tenggara and West Papua
students, scholarships for the students in Adonara
Islands, construction of the "Anak Bangsa" Public
Reading Park (TBM) in Anambas Islands. BNI also
initiated trainings to improve the capability of the
SMEs fostered by the Company in the SOE Creative
Homes.
In order to welcome the 73rd (seventy third) anniver-
sary of the Company, several social programs have
been carried out, namely the Program of 7,300 (seven
thousand three hundred) Glasses for Schools, Orphans
and Nursing Homes and Ambulance Assistance Program
distributedthroughl7 (seventeen) Regional Offices.
The Company has synergized with 8 (eight) SOEs,
namely through the Javanese Rhinos Conservation
Program in Banten. In addition, the Company also
initiated a Real Action Program in Reducing Plastic
52
Waste by means of Trash Boat Program.
The Company also carried out a Program of "Let's
Save with Waste" across Jakarta areas with a total
of 161,000 (one hundred sixty one thousand) customers
coming from 290 (two hundred ninety) schools and 200
(two hundred) waste banks in which the total savings
reached more than IDR 3 Billion (three billion
Rupiahs).
The honorable shareholders and audiences,
Up to the Semester I of 2019 (two thousand and
nineteen), the Company has received several awards
and certifications, among others:
1. Best Bank for Technology in Cash Management
awarded by Asia Money.
2. Best Service Cash Management Non FI, awarded by
Euro Money.
3. Best Remittances Provider in Souteast Asia awarded
by Alpha Southeast.
4. The Best GCG Company Award at the IDX Channel
Innovation Award 2019 (two thousand and nine-
teen) held by IDX Channel.
5. Accreditation Certification of Corporate Learning
Improvement Process (CLIP) by the European
Foundation for Management Development (EFMD) at
53
the EFMD Annual Conference 2019 (two thousand
and nineteen), in Lisbon, Portugal.
6. Award of the Best of the Best Risk Management
2019 (two thousand and nineteen), Bank Company
category (BUKU-IV), at the Indonesia Enterprise
Risk Management Award 2019 organized by the
Economic Review.
7. Diamond Predicate in the category of Regular
Banking Conventional and Regular Banking
Digital in the Service Quality Award 2019 (two
thousand and nineteen).
8. Upgrading of the rating to Industry Leader in
the Superior Performance Assessment Criteria
(KPKU) held by the SOE Excellence Forum.
The awards received are proud achievement of the
Company and at the same time a challenge for the
Company to work better.
Before the evaluation and presentation of the
Company's performance up to Semester I of 2019 (two
thousand and nineteen) is concluded, please allow
me to express my gratitude to all shareholders and
stakeholders, that the achievement of the Company's
performance cannot be separated from the trust given
54
to the Company. This trust will encourage the Company
to work better.
Thus that was all about our explanation, and subse-
quently, I returned the floor to the Chairperson of
the Meeting to proceed the Meeting".
-Furthermore, the Chairperson of the Meeting expressed
his gratitude to the President Director, the Director
of MSME Business and Network, the Director of Finance,
the Director of Risk Management, the Director of
Consumer Business, and the Director of Information
Technology and Operations for the explanation that has
been provided.
-The Chairperson of the Meeting stated that, referring
to the provisions of the Meeting Rules of Order, since
this First Item on the Agenda of the Meeting was a
presentation of the Company's performance up to the
Semester I of 2019, therefore there are no question and
answer sessions and decision making in the First Item
on the Agenda of the Meeting.
-Subsequently the Chairperson of the Meeting proceeded
the Meeting.
The Second Item on the Agenda of the Meeting, i.e.:----
Change to the composition of the Company's Manage-
ment.
55
Subsequently the Chairperson of the Meeting informed
the following matters:
"The honorable Shareholders, Proxy of the Share-
holders and audiences, as stipulated in Article 11
paragraph (10) and Article 14 paragraph (12) of the
Company's Articles of Association, the members of
the Board of Directors and the members of the Board
of Commissioners shall be appointed and dismissed
by a GMS, attended by the Dwiwarna A Series Share-
holder and resolution of such Meeting shall be
approved by the Dwiwarna A Series shareholder, with
due observance of the provisions of the Articles of
Association and in accordance with Article 5
paragraph (4) letter c.2, the Dwiwarna A Series
Shareholder reserves the right to nominate a candidate
for the members of the Board of Directors and a
candidate for the members of the Board of Commis-
sioners.
Furthermore Article 12 paragraph (9) of the
Company's Articles of Association stipulates that
the division of duties and authority of each member
of the Board of Directors shall be determined/
decided by a GMS. In the event that a GMS does not
determine/stipulate the division of duties and
56
authority, the division of duties and authority of
each member of the Board of Directors shall be
determined/decided based on the decision of the
Board of Directors.
Based on the matters described above, I invite the
Dwiwarna A Series Shareholder to present its proposal.
The floor was given to the Dwiwarna A Series Share-
holder".
-The Dwiwarna A Series Shareholder submitted his/her/
its proposal letter to the Chairperson of the Meeting.-
-Subsequently the Chairperson of the Meeting read out
written proposal from the Dwiwarna A Series Shareholder
in accordance with the letter of the Minister of SOE
Number: SR-573/MBU/08/2019 dated the thirtieth of August,
two thousand and nineteen (30-08-2019) regarding:
Proposal for a Change to the Members of the Board of
Commissioners of PT Bank Negara Indonesia (Persero)
Tbk, and the Letter of the Minister of SOE Number: SR-
572/MBU/08/2019 dated the thirtieth of August, two
thousand and nineteen (30-08-2019) regarding: Proposal
for a Change to the Members of the Board of Directors
of PT Bank Negara Indonesia (Persero) Tbk, as attached
to the master of original copy of this deed, which in
rinciple shall read and be written as follows:
57
➢ With due observance of the provisions of the
Articles of Association of PT Bank Negara Indonesia
(Persero), Tbk., I, as the Dwiwarna A Series
Shareholder, hereby propose to the General Meeting of
Shareholders/GMS of PT Bank Negara Indonesia (Persero)
Tbk. as follows:
1. To honorably dismiss/discharge Mr. Marwanto Harjo-
wiryono from his position as a Commissioner of PT
Bank Negara Indonesia (Persero) Tbk. commencing
from the closing of the Meeting, with an expression
of gratitude for his contribution and services
rendered to the Company during his term of office as
a Commissioner of the Company.
2. To appoint Mr. Askolani as a Commissioner of the
Company, with a term of office in accordance with
the provisions of the Articles of Association and
with due observance of laws and regulations in the
field of Capital Market and without prejudice to
the rights of a General Meeting of Shareholders to
dismiss/discharge him at any time.
3. Upon the dismissal and appointment of a Member of
the Board of Commissioners as referred to in points
1 and 2 mentioned above, the composition of members
of the Board of Commissioners of the Company shall O
M. wHur srroRus
0 58
NN9000k*
be as follows:
President Commissioner/
Independent Commissisioner :Ari Kuncoro
Vice President Commissioner: Hambra
Independent Commissisioner : Sigit Widyawan
Independent Commissisioner : Ahmad Fikri Assegaf
Independent Commissisioner : Revrisond Baswir
Independent Commissisioner : Pataniari Siahaan
Commissisioner
Commissisioner
Commissisioner
: Askolani
: Joni Swastanto
: Ratih Nurdiati
4. The member of the Board of Commissioners who is
appointed as referred to in point 2 may only perform
his duties as a Commissioner after obtaining approval
from the Financial Services Authority.
5. A member of the Board of Commissioners who is
appointed as referred to in point 2 who is still
holding other positions which are prohibited by the
laws and regulations to be hold concurrently with
the position as a member of the Board of Commis-
sioners with a State-Owned Enterprises, the person
concerned shall resign or be dismissed from his
position.
6. To grant power and authority to the Company's Board
59
of Directors with the right of substitution to
state or declare all matters resolved/decided in
the Meeting in the form of a Notarial Deed and also
to appear before a Notary Public or any authorized
official, and to make necessary adjustments or
revisions if required by the relevant authorities
for the purpose of implementing the content of
resolutions of the Meeting.
Thank you for your kind attention.
THE MINISTER OF STATE-OWNED ENTERPRISES
AS THE DWIWARNA A SERIES SHAREHOLDER
PT BANK NEGARA INDONESIA (PERSERO), TBK.-
signed
RINI M. SOEMARNO
Copies sent to:
1. Secretary of the Ministry of SOE;
2. Deputy for Financial Service, Survey Service, and
Consultant Business of the Ministry of SOE;
3. Deputy for Business Infrastructure of the Ministry
of SOE.
➢ With due observance of the provisions of the
Articles of Association of PT Bank Negara Indonesia
(Persero), Tbk., I, as the Dwiwarna A Series
Shareholder, hereby propose to the General Meeting of
60
Shareholders/GMS of PT Bank Negara Indonesia (Persero)
Tbk. as follows:
1. To honorably dismiss/discharge Mr. Catur Budi Harto
from his position as the Director of Micro, Small and
Middle-Scale Enterprise (MSME) Business and Network
of PT Bank Negara Indonesia (Persero) Tbk. commencing
from the closing of the GMS, with an expression of
gratitude for his contribution and services rendered
to the Company during his term of office as a member
of the Board of Directors of the Company.
2. To change the assignment of those persons whose
names are mentioned below:
No. Name
Formerly/ It shall now be
previously---- changed into---
1. Rico Rizal Director of
Budidarmo Treasury and
International
2. Bob Tyasika Director of
Ananta Risk
Management
3. Anggoro Eko Director of
Cahyo Finance
61
Director of----
Risk Management
Director of----
Treasury and---
International--
Director of----
Consumer
Banking
OM%
* MAUATWOWS
4. Tambok Director of Director of----
Parulian Consumer Micro, Small---
Setyawati Business and Middle
Scale
Enterprise
(MSME) Business
and Network
who have been appointed respectively based on the
Resolution of Annual General Meeting of Shareholders
for 2014 (two thousand and fourteen) Financial Year
and Annual General Meeting of Shareholders for 2017
(two thousand and seventeen) Financial Year, with a
term of office continuing their respective remaining
term of office in accordance with the resolution of
the General Meeting of Shareholders which decides
the appointment of the person concerned.
3. To appoint Mr. Ario Bimo as the Director of Finance,
with a term of office in accordance with the
provisions of the Articles of Association and with
due observance of laws and regulations in the field
of Capital Market and without prejudice to the
rights of a General Meeting of Shareholders to
dismiss/discharge him at any time.
. Upon the dismissal, a change of assignment and
62
appointment of the Members of the Board of
Directors as referred to in point 1, point 2, and
point 3 mentioned above, the composition of members
of the Board of Directors of the Company shall be
as follows:
President Director : Achmad Baiquni
Vice President Director : Herry Sidharta
Director of Finance : Ario Bimo
Director of Risk Management: Rico Rizal Budidarmo
Director of Treasury and : Bob Tyasika Ananta
International
Director of Consumer : Anggoro Eko Cahyo
Business
Director of Micro, Small, : Tambok Parulian
Medium Enterprises (MSME)-- Setyawati
and Network
Director of Information : Dadang Setiabudi
Technology and Operation
Director of Human Capital : Endang Hidayatullah---
and Compliance
Director of Institution : Adi Sulistyowati
Relation
Director of Corporate : Putrama Wahju Setyawan
Business
A member of the Board of Directors who is appointed
63
as referred to in point 3 may only perform his
duties as a member of the Board of Directors after
obtaining approval from the Financial Services
Authority.
6. A member of the Board of Directors who is appointed
as referred to in point 3 who is still holding
other positions which are prohibited by the laws
and regulations to be hold concurrently with the
position as a member of the Board of Directors with
a State-Owned Enterprises, the person concerned
shall resign or be dismissed from his position.----
7. To grant power and authority to the Company's Board
of Directors with the right of substitution to
state or declare all matters resolved/decided in
the Meeting in the form of a Notarial Deed and also
to appear before a Notary Public or any authorized
official, and to make necessary adjustments or
revisions if required by the relevant authorities
for the purpose of implementing the content of
resolutions of the Meeting.
Thank you for your kind attention.
THE MINISTER OF STATE-OWNED ENTERPRISES
AS THE DWIWARNA A SERIES SHAREHOLDER
PT BANK NEGARA INDONESIA (PERSERO), TBK.---
64
signed
RINI M. SOEMARNO
Copies sent to:
1. Secretary of the Ministry of SOE;
2. Deputy for Financial Service, Survey Service, and
Consultant Business of the Ministry of SOE;
3. Deputy for Business Infrastructure of the Ministry
of SOE.
That was all about the proposal of the Dwiwarna A Series
shareholder read out by the Chairperson of the Meeting.
-Subsequently to get more acquainted with the would-be
member of the Board of Commissioners and would-be
member of the Board of Directors of the Company who are
proposed to be appointed in the Meeting, the Master of
Ceremony read out brief curriculum vitae of the would-
be member of the Board of Commissioners and would-be
member of the Board of Directors of the Company.
-After listening to the curriculum vitae of the would-
be member of the Board of Commissioners and would-be
member of the Board of Directors of the Company
mentioned above, subsequently the Chairperson of the
Meeting gave an opportunity to the shareholders and/or
proxy of the shareholders to raise questions and/or
esponses to the proposals that had been presented
65
earlier.
-The questions and/or responses shall be submitted in
writing by writing down the name as well as the total
number of shares possessed or represented.
-Since there were no shareholders or proxy of the share-
holders who raised question, the Chairperson of the
Meeting proposed in order that the Meeting resolve/
decide a change to the composition of the Company's
management as follows:
a. Change to the Board of Commssioners of the Company:
1. Approved to honorably dismiss/discharge Mr.
Marwanto Harjowiryono from his position as a
Commissioner of PT Bank Negara Indonesia
(Persero) Tbk. commencing from the closing of
the Meeting, with an expression of gratitude for
his contribution and services rendered to the
Company during his term of office as a Commis-
sioner of the Company.
2. Approved to appoint Mr. Askolani as a Commis-
sioner of the Company, with a term of office in
accordance with the provisions of the Articles
of Association and with due observance of laws
and regulations in the field of Capital Market
and without prejudice to the rights of a General
66
Meeting of Shareholders to dismiss/discharge
him at any time.
3. Upon the dismissal and appointment of a Member
of the Board of Commissioners as referred to in
points 1 (one) and 2 (two) mentioned above, the
composition of members of the Board of Commis-
sioners of the Company shall be as follows:----
President Commissioner/
Independent Commissisioner : Mr. Ari Kuncoro----
Vice President Commissioner: Mr. Hambra
Independent Commissisioner : Mr. Sigit Widyawan-
Independent Commissisioner : Mr. Ahmad Fikri
Assegaf
Independent Commissisioner : Mr. Revrisond
Baswir
Independent Commissisioner : Mr. Pataniari
Siahaan
Commissisioner : Mr. Askolani
Commissisioner : Mr. Joni Swastanto-
Commissisioner : Mrs. Ratih Nurdiati
4. A member of the Board of Commissioners who is
appointed as referred to in point 2 (two) may
only perform his duties as a Commissioner after
obtaining approval from the Financial Services
67
Authority.
5. A member of the Board of Commissioners who is
appointed as referred to in point 2 (two) who is
still holding other positions which are prohibited
by the laws and regulations to be hold concurrently
with the position as a member of the Board of
Commissioners with a State-Owned Enterprises,
the person concerned shall resign or be dismissed
from his position.
6. Approved to grant power and authority to the
Company's Board of Directors with the right of
substitution to state or declare all matters
resolved/decided in the Meeting in the form of
a Notarial Deed and also to appear before a
Notary Public or the authorized official, and
to make necessary adjustments or revisions if
required by the relevant authorities for the
purpose of implementing the content of resolutions
of the Meeting.
b. Change to the Board of Directors of the Company:---
1. Approved to honorably dismiss/discharge Mr.
Catur Budi Harto from his position as the Director
WORIZ of Micro, Small and Middle-Scale Enterprise
14/ (MSME) Business and Network of PT Bank Negara
14. ra" M. WRIT SITORUS g
0 /1413 68
M. LUHUT STORUS
\.°
Indonesia (Persero) Tbk. commencing from the
closing of the GMS, with an expression of gratitude
for his contribution and services rendered to
the Company during his term of office as a member
of the Board of Directors of the Company.
2. Approved to change the assignment of those persons
whose names are mentioned below:
No. Name Formerly/
previously----
1. Rico Rizal Director of
Budidarmo Treasury and
International
2. Bob Director of
Tyasika Risk
Ananta Management
3. Anggoro Director of
Eko Cahyo Finance
69
It shall now be
changed into---
Director of----
Risk Management
Director of----
Treasury and---
International--
Director of----
Consumer
Banking
Director of
Micro, Small
and Middle
Scale
Enterprise
4. Tambok
Director of
Parulian
Consumer
Setyawati
Business
0 kg_ - M. WHUT %TORUS *
0
(MSME) Business
and Network----
who have been appointed respectively based on
the Resolution of Annual General Meeting of
Shareholders for 2014 (two thousand and fourteen)
Financial Year and Annual General Meeting of
Shareholders for 2017 (two thousand and seventeen)
Financial Year, with a term of office continuing
their respective remaining term of office in
accordance with the resolution of the General
Meeting of Shareholders which decides the
appointment of the person concerned.
3. Approved to appoint Mr. Ario Bimo as the Director
of Finance, with a term of office in accordance
with the provisions of the Articles of Asso-
ciation and with due observance of laws and
regulations in the field of Capital Market and
without prejudice to the rights of a General
Meeting of Shareholders to dismiss/discharge
him at any time.
4. Upon the dismissal, the change of assignment
and the appointment of the Members of the Board
of Directors as referred to in point 1 (one),
point 2 (two), and point 3 (three) mentioned
70
above, the composition of members of the Board
of Directors of the Company shall be as follows:
President Director : Mr. Achmad Baiquni
Vice President Director : Mr. Herry Sidharta
Director of Finance : Mr. Ario Bimo
Director of Risk Management: Mr. Rico Rizal
Budidarmo
Director of Treasury and : Mr. Bob Tyasika
International Ananta
Director of Consumer : Mr. Anggoro Eko
Business Cahyo
Director of Micro, Small, : Mrs. Tambok
Medium Enterprises (MSME)-- Parulian Setyawati
and Network
Director of Information : Mr. Dadang
Technology and Operation--- Setiabudi
Director of Human Capital : Mr. Endang
and Compliance Hidayatullah
Director of Institution : Mrs. Adi
Relation Sulistyowati
Director of Corporate : Mr. Putrama Wahju-
Business Setyawan
5. A member of the Board of Directors who is
appointed as referred to in point 3 (three) may
only perform his duties as a member of the Board
71
of Directors after obtaining approval from the
Financial Services Authority.
6. A member of the Board of Directors who is
appointed as referred to in point 3 (three) who
is still holding other positions which are
prohibited by the laws and regulations to be
hold concurrently with the position as a member
of the Board of Directors with a State-Owned
Enterprise, the person concerned shall resign
or be dismissed from his position.
7. Approved to grant power and authority to the
Company's Board of Directors with the right of
substitution to state or declare all matters
resolved/decided in the Meeting in the form of
a Notarial Deed and also to appear before a
Notary Public or the authorized official, and
to make necessary adjustments or revisions if
required by the relevant authorities for the
purpose of implementing the content of resolutions
of the Meeting.
-Furthermore the Chairperson of the Meeting asked the
shareholders and/or their proxy-holders who cast
dissenting votes or abstention votes (blank votes) to
raise hand, and subsequently the Chairperson of the
72
Meeting asked for my, the Notary's assistance.
-Since there were Shareholders and/or Proxy of the Share-
holders present in the Meeting who raised objection or
abstention votes (blank votes), so that a decision to
be made based on deliberation or discussion leading to
mutual agreement was not achieved, then voting was taken.
-Subsequently the Chairperson of the Meeting asked me,
the Notary Public to read out the outcomes of the voting.
-Based on the data on the outcomes of the voting in the
Meeting submitted by PT Datindo Entrycom as the
Securities Administration Agency of the Company to me,
the Notary Public, I, the Notary Public informed the
meeting that the outcomes of the voting were as follows:
- The Shareholders who cast assenting vote were
M. LUHUT STrOHUS to •
11,999,689,645 (eleven billion nine hundred ninety
nine million six hundred eighty nine thousand six
hundred forty five) shares or approximately 75.547%
(seventy five point five four seven percent) of the
total shares with lawful voting rights which were
present in the Meeting.
- The Shareholders who cast dissenting vote were
3,871,203,638 (three billion eight hundred seventy
one million two hundred three thousand six hundred
thirty eight) shares or approximately 24.372%
73 101.11/4
0 Tbk. commencing from the closing of the Meeting,
74
40 M. LUHUT SITORUS *
0
•k•
OAINW6
(twenty four point three seven two percent) of the
total shares with lawful voting rights which were
present in the Meeting.
The Shareholders who cast abstention vote were
12,748,231 (twelve million seven hundred forty
eight thousand two hundred thirty one) shares or
approximately 0.080% (zero point zero eight zero
percent) of the total shares with lawful voting
rights which were present in the Meeting.
In line with the POJK 32 and Article 25 paragraph 11 of
the Company's Articles of Association, the shareholders
with lawful voting rights who were present in the Meeting,
but they did not cast votes (abstention), they shall be
considered to have cast the same votes as the majority
votes cast by the shareholders.
-Subsequently the Chairperson of the Meeting informed
the meeting that thereby the Meeting resolved/decided
to approve the change to the Company's management as
follows:
a. Change to the Board of Commssioners of the Company:
1. Approved to honorably dismiss/discharge Mr.
Marwanto Harjowiryono from his position as a
Commissioner of PT Bank Negara Indonesia (Persero)
with an expression of gratitude for his contri-
bution and services rendered to the Company
during his term of office as a Commissioner of
the Company.
2. Approved to appoint Mr. Askolani as a Commis-
sioner of the Company, with a term of office in
accordance with the provisions of the Company's
Articles of Association and with due observance
of laws and regulations in the field of Capital
Market and without prejudice to the rights of a
General Meeting of Shareholders to dismiss/
discharge him at any time.
3. Upon the dismissal and appointment of a Member
of the Board of Commissioners as referred to in
points 1 (one) and 2 (two) mentioned above, the
composition of members of the Board of Commis-
sioners of the Company shall be as follows:----
President Commissioner/
Independent Commissisioner : Mr. Ari Kuncoro----
Vice President Commissioner: Mr. Hambra
Independent Commissisioner : Mr. Sigit Widyawan-
Independent Commissisioner : Mr. Ahmad Fikri
Assegaf
Independent Commissisioner : Mr. Revrisond
75
Baswir
Independent Commissisioner : Mr. Pataniari
Siahaan
Commissisioner :Mr. Askolani
Commissisioner :Mr. Joni Swastanto-
Commissisioner :Mrs. Ratih Nurdiati
4. The member of the Board of Commissioners who is
appointed as referred to in point 2 (two) may
only perform his duties as a Commissioner after
obtaining approval from the Financial Services
Authority.
5. The member of the Board of Commissioners who is
appointed as referred to in point 2 (two) who is
still holding other positions which are prohibited
by the laws and regulations to be hold concurrently
with the position as a member of the Board of
Commissioners with a State-Owned Enterprises,
the person concerned shall resign or be
dismissed from his position.
6. Approved to grant power and authority to the
Company's Board of Directors with the right of
substitution to state or declare all matters
resolved/decided in the Meeting in the form of
a Notarial Deed and also to appear before a
76
whose names are mentioned below:
No. Name Formerly/
previously----
It shall now be
changed into---
1. Mr. Rico Director of Director of----
Rizal Treasury and Risk Management
Budidarmo International
2. Mr. Bob Director of Director of----
77
Notary Public or the authorized official, and
to make necessary adjustments or revisions if
required by the relevant authorities for the
purpose of implementing the content of resolutions
of the Meeting.
b. Change to the Board of Directors of the Company:---
1. Approved to honorably dismiss/discharge Mr.
Catur Budi Harto from his position as the Director
of Micro, Small and Middle-Scale Enterprise
(MSME) Business and Network of PT Bank Negara
Indonesia (Persero) Tbk. commencing from the
closing of the GMS, with an expression of gratitude
for his contribution and services rendered to
the Company during his term of office as a
member of the Board of Directors of the Company.
2. Approved to change the assignment of those persons
Tyasika Risk Treasury and---
Ananta Management International--
3. Mr. Anggoro Director of Director of----
Eko Cahyo Finance Consumer
Business
4. Mrs. Tambok Director of Director of
Parulian Consumer Micro, Small
Setyawati Business and Middle
Scale
Enterprise
(MSME) Business
and Network
who have been appointed respectively based on
the Resolution of Annual General Meeting of
Shareholders for 2014 (two thousand and fourteen)
Financial Year and Annual General Meeting of
Shareholders for 2017 (two thousand and seventeen)
Financial Year, with a term of office continuing
their respective remaining term of office in
accordance with the resolution of the General
Meeting of Shareholders which decides the appoint-
ment of the person concerned.
3. Approved to appoint Mr. Ario Bimo as the Director
of Finance, with a term of office in accordance
78
with the provisions of the Articles of
Association and with due observance of laws and
regulations in the field of Capital Market and
without prejudice to the rights of a General
Meeting of Shareholders to dismiss/discharge him
at any time.
4. Upon the dismissal, the change of assignment
and the appointment of the Members of the Board
of Directors as referred to in point 1 (one),
point 2 (two), and point 3 (three) mentioned
above, the composition of members of the Board
of Directors of the Company shall be as follows:
President Director : Mr. Achmad Baiquni
Vice President Director : Mr. Herry Sidharta
Director of Finance : Mr. Ario Bimo
Director of Risk Management: Mr. Rico Rizal
Budidarmo
Director of Treasury and : Mr. Bob Tyasika
International Ananta
Director of Consumer : Mr. Anggoro Eko
Business Cahyo
Director of Micro, Small, : Mrs. Tambok
Medium Enterprises (MSME)-- Parulian Setyawati
and Network
Director of Information : Mr. Dadang
79
Technology and Operation--- Setiabudi
Director of Human Capital : Mr. Endang
and Compliance Hidayatullah
Director of Institution : Mrs. Adi
Relation Sulistyowati
Director of Corporate : Mr. Putrama Wahju-
Business Setyawan
5. The member of the Board of Directors who is
appointed as referred to in point 3 (three) may
only perform his duties as a member of the Board
of Directors after obtaining approval from the
Financial Services Authority.
6. The member of the Board of Directors who is
appointed as referred to in point 3 (three) who
is still holding other positions which are
prohibited by the laws and regulations to be
hold concurrently with the position as a member
of the Board of Directors with a State-Owned
Enterprise, the person concerned shall resign
or be dismissed from his position.
7. Approved to grant power and authority to the
Company's Board of Directors with the right of
substitution to state or declare all matters
resolved/decided in the Meeting in the form of
80
a Notarial Deed and also to appear before a
Notary Public or an authorized official, and to
make necessary adjustments or revisions if
required by the relevant authorities for the
purpose of implementing the content of resolutions
of the Meeting.
-Since there were no other matters to be discussed in
the Meeting, the Chairperson of the Meeting closed the
Meeting at 15.23 (twenty three minutes past fifteen)
Western Indonesia Time.
-I, the Notary Public, have drawn up these Minutes of
Meeting to be used as necessary.
-Those persons appearing before me were introduced to
me, the Notary Public by two other persons appearing
before me.
IN WITNESS WHEREOF
-THIS DEED was made or drawn up as master of original
copy and executed in Jakarta, on the day and date as
mentioned in the preamble of this deed, in the presence
of:
- Mrs. Ai Tanti Yulianti, Sarjana Hukum, born in
Garut, on the seventh day of July, nineteen hundred
and seventy two (07-07-1972), residing in East
81
Jakarta, Jalan Raya Kalisari Number 44, Neighbor-
hood Association (Rukun Tetangga) 002, Community
Association (Rukun Warga) 003, Kalisari Village/
Suburb, Pasar Rebo Sub-District; and
- Miss Vinda Tryana, Sarjana Hukum, Magister
Kenotariatan, born in Palembang, on the eighth day
of January, nineteen hundred and ninety four (08-
01-1994), residing in Tangerang Selatan Municipality,
Jalan Flamingo JC. 17 Number 5, Neighborhood Asso-
ciation (Rukun Tetangga) 001, Community Association
(Rukun Warga) 013, Pondok Pucung Village/Suburb,
Pondok Aren Sub-District;
-Currently being present in Jakarta;
-both of whom are employees at my, the Notary's office,
as witnesses.
-After this deed was read out by me, the Notary Public,
to the witnesses, it was immediately signed by me, the
Notary Public and by the witnesses, whereas those
persons who were appearing before me had left the
meeting room.
-Made or drawn up with 3 (three) amendments, i.e. 2
(two) crossings out without substitution and 1 (one)
crossing out with substitution.
82
-The original of this deed has been duly signed.
ISSUED AS A DUPLICATE.
Notary Public in Jakarta,
officially stamped stamp by the Notary Public duty signed
FATHIAH HELMI, SH.
Manimbul Luhut Sitorus, certified, authorized and sworn translator, appointed by virtue of the Decree of the Governor of Jakarta Special Capital Region number 5226/1998 SK GUB DIU, dated June 17, 1998, hereby state that I am competent to translate from Indonesian into English, and I further certify thatthat to the best of my ability this translation is correct and true to the document written in the Indonesian language whi submitted to me. Jakarta, October 8,
83