18 May 2016
Invitation of AGMS
INVITATION OF THE ANNUAL 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 : Thursday, 9 June 2016
Time : 02.00 p.m. Indonesian Western Time – finish
Venue : Mercantile Athletic Club, World Trade Center 18th Fl,
Jl. Jend. Sudirman Kav. 31 Jakarta Selatan
With the following agenda:
Annual General Meeting of Shareholders :
- Approval and ratification of the Annual Report for fiscal year 2015, including report on the Company’s business activities, the Board of Commissioners Report, and the Company’s Financial Statements for fiscal year 2015;
- Determination of the appropriation of the Company’s Net Profit for fiscal year 2015;
- Appointment of a Public Accountant to audit the Company’s Financial Statements for fiscal year 2016 and other appointment requirements;
- Determination of salary and/or honorarium and allowances for the Directors and the Board of Commissioners of the Company;
- Changes in the composition of the Directors and Board of Commissioners;
- Approval of amendments to the Articles of Association of the Company;
- 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 :
- 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 Companies ("UUPT"), and Financial Services Authority Regulations.
- 5st Meeting agenda is the changes to the composition of the Directors and Board of Commisioners of the Company, until tenure of AGMS which will be held in 2019 for Directors and AGMS in 2021 for Board of Commissioners.
- 6st Meeting agenda is the amendment to Article of Association of the Company, among others, the amendment to the tenure for the Board of Commisioners.
- 7st Meeting agenda 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.
- The Company does not send separate invitations to the shareholders of the Company as this Invitation constitutes an official invitation in accordance with Article 12 of the Articles of Association of the Company.
- 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 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 the latest management structure. In particular, 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.
- 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 the owner of the securities account balances in the Collective Custody of the KSEI at the closing of shares trading on 17th May 2016 at 04.00 p.m. Indonesian Western Time.
- a. Shareholders who are not able to attend the Meeting could be represented by its 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 are acceptable Proxies of the Shareholders at the Meeting, however, votes cast by them are not counted in the voting. b. A form of Power of Attorney 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 together with copies of Identity Cards of the giver and receiver of the power no later than Thursday, 8th June 2016 at 04.00 p,m. Indonesian Western Time.
- 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 physical documents copy could be obtained from the Companys Head Office during business hours if requested in writing by the Shareholders.
- 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, 18th May 2016
The Directors of the Company