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13 May 2015
Invitation of the AGMS and EGMS
PT Buana Finance Tbk
domiciled in South Jakarta, Indonesia
INVITATION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
and Extraordinary General Meeting of Shareholders
The Directors of PT Buana Finance Tbk (“Company”) domiciled in Chase Plaza 17th Fl, Jl. Jend. Sudirman Kav.21, Jakarta 12920, cordially invites the shareholders of the Company ("Shareholders") to attend the Annual General Meeting of Shareholders (the "Meeting") which will be held on:
Date : Friday, 5 June 2015
Time : 02.00 p.m. Indonesian Western Time – finish
Venue : Mercantile Athletic Club, Gedung World Trade Center Lt. 18,
Jl. Jend. Sudirman Kav. 31 Jakarta Selatan
With the following agenda:
Annual General Meeting of Shareholders :
1. Approval and ratification of the Annual Report for fiscal year 2014, including report on the Companys business activities, the Board of Commissioners Report, and the Company’s Financial Statements for fiscal year 2014;
2. Determination of the appropriation of the Companys Net Profit for fiscal year 2014;
3. Appointment of a Public Accountant to audit the Companys Financial Statements for fiscal year 2015 and other appointment requirements;
4. Determination of salary and/or honorarium and allowances for the Directors and the Board of Commissioners of the Company.
Extraordinary Meeting of Shareholders :
1. Approval of amendments to the Articles of Association of the Company to adhere to the Financial Services Authority Regulations
2. Approval to pledge most or all assets of the Company in order to obtain loan facilities to be received from the creditors of the Company, including Banks, Financial Institutions and or public for the issuance of debt securities and/or bonds in the capital market .
With explanations as follow :
a. 1st – 4th Meeting agenda are routine agendas held in the Companys Annual General Meeting of Shareholders. This is pursuant to the provisions in the Articles of Association of the Company, Law No. 40 year 2007 on the Limited Liability Companys ("UUPT"), and Financial Services Authority Regulations.
b. 1st Meeting agenda of Extraordinary Meeting of Shareholders is the amendment to the Articles of Association of the Company, including adjustments to several Articles of Association associated with the issuance of the Regulation of the Financial Services Authority ("POJK") No. 29/POJK.05/2014 on Finance Companies Business, POJK No. 32/POJK.04/2014 on Planning and Implementation of General Meeting of Shareholders for Public Companies and POJK No. 33/POJK.04/2014 on Directors and Board of Commissioners of Public Listed Company.
c. 2nd Meeting agenda of Extraordinary Meeting of Shareholders is a routine agenda held in the Companys Annual General Meeting of Shareholders in relation to the pledging of assets to support the Companys working capital.
1.The Company does not send separate invitations to the shareholders of the Company as this Announcement constitutes an official invitation in accordance with Article 12 of the Articles of Association of the Company.
2.Shareholders or their Proxies who will attend the Meeting are required to present copies of valid Identity Card (KTP) or any other identity cards. Non-individual Shareholder in the form of Business Entities, Cooperatives, Foundations are required to bring copies of its complete Articles of Association (and all of the amendments and the approval or notification to the Ministry of Law and Human Rights thereof) and Minutes of Meetings of its shareholders or Shareholders Resolutions in notarial deed, evidencing the appointment of its current members of Directors and/or Board of Commissioners or latest management structure. For shareholders whose shares are in Collective Custody of the Indonesian Central Securities Depository (“KSEI”) are required to present a Written Confirmation for the Meeting to the registration officer before entering Meeting venue. Written Confirmation of the Meeting can be obtained from exchange members and/or respective Custodian Bank.
3.Pursuant to of Article 14 of the Articles of Association of the Company, those who are eligible to attend/represent and vote at the Meeting are Shareholders whose names are recorded in the Companys Registrar of Shareholders or Shareholders whose shares are in the Collective Custody of the KSEI at the closing of shares trading on 12th May 2015 at 04.00 p.m. Indonesian Western Time.
4. a. Shareholders who are not able to attend the Meeting could be represented by Proxies with valid Power of
Attorney in the form and substance which are approved by the directors of the company or in other forms which are legally valid with the provision that authority given to members of the Directors, members of the Board of Commissioners, and employees of the Company may act as Proxies of the Shareholders at the Meeting, however, votes cast by them are not counted in the voting.
b. A form of Power of Attoney can be obtained from the Companys Share Registrar, PT. EDI Indonesia, Divisi Biro Administrasi Efek, Wisma SMR Lantai 10, Jl. Yos Sudarso Kav. 89 Jakarta, Telp. 650 5829, Fax. 651 5131 during business hours, or from the Companys Corporate Secretary in Chase Plaza 19th Fl, Jl. Jend. Sudirman Kav.21, Telp. 520 8066, Fax. 520 8055. The Power of Attorney have to be submitted to the Company along with copies of Identity Cards of the giver and receiver of the power no later than Thursday, 4th June 2015 at 04.00 p,m. Indonesian Western Time.
5. Materials of the Meeting are available at the Companys office during business hours as of the date of this Invitation up to the execution of the Meeting. Meeting materials in the form of physic documents copy could be obtained in the Companys Head Office during business hours if requested in writing by the Shareholders.
6.To facilitate orderly arrangement of the Meeting, Shareholders or their Proxies are kindly requested to be present at the Meeting venue at 01.30 p.m. Indonesian Western Time.
Jakarta, 13th May 2015
The Directors of the Company
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