THE SUMMARY OF THE MINUTES OF
THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS 2015
PT. BANK SINARMAS TBK.
The following is the summary of PT. Bank Sinarmas Tbk.’s (“the Company”) Minute of the Extraordinary General
Meeting of Shareholders (“the Meeting”):
Date
Time
Venue
The
attendance
: Tuesday, March 24th 2015
: 14.25 WIB – 14.45 WIB
: Paseo Room, Sinar Mas Land Plaza Tower II , 39th floor
MH. Thamrin Road No. 51, Central Jakarta -10350
:
Board Of
Commissioners
1.
Tjendrawati Widjaja
President Commissioner
2.
3.
Sammy Kristamuljana
Rusmin
Independent Commissioner
Independent Commissioner
:
Board of Directors
1.
2.
3.
4.
5.
6.
Freenyan Liwang
Heru Agus Wuryanto
Loa Johnny Mailoa
Halim
Salis Teguh Hartono
Hanafi Himawan
President Director
Director
Director
Director
Independent Director
Independent Director
:
Invitations
1.
2.
Soejanto Soetjijo
Frenky Tirtowijoyo Susilo
:
Shareholders
:
13,402,734,770 shares (95.38%) from the total of
14,052,267,049 shares.
I. MEETING AGENDA’S :
1. The Changes in the composition of the Board of Directors of the Company
2. Amendment of The Articles of Association of the Company; and
3. Report of Changes in Realized Fund from Right Issue I.
II. LEGAL PROCEDURES FOR THE MEETING:
1. Notified the plan of The Meeting of Company to Financial Services Authority (OJK) and Indonesia Stock
Exchange (PT Bursa Efek Indonesia) on February 5, 2015 by letter No. 021/2015 / Presdir-CorSec
regarding notified plan of The MEETING PT. Bank Sinarmas Tbk. And the revision by letter on February
16, 2015 No. 042/2015 / Presdir-CorSec about Agenda for Changes implementation of The MEETING
PT. Bank Sinarmas Tbk.;
2. Advertised the Invitation of the Meeting to the Shareholders in the daily newspaper with Indonesian
language are Investor Daily Indonesia and Indonesian media; Stock Exchange website; and the
Company's website is www.banksinarmas.com are all held on February 13, 2015;
3. Advertised the Invitation of the Meeting to the Shareholders in the daily newspaper with Indonesian
language are Investor Daily Indonesia and Indonesian media; Stock Exchange website; and the
Company's website is www.banksinarmas.com are all held on of March 2, 2015
III. CONCLUSION OF THE MEETING:
FIRST AGENDA MEETING
- Meetings provide an opportunity to the shareholders and proxies of the shareholders in attendance to ask
-
-
questions and / or provide opinions related with the first Agenda of the Meeting.
On the question - answer occasion, there is no question and opinion submitted by the shareholder or
proxies of the shareholders attendance.
The Meeting decision is reached by verbally voting, there was no shareholders or proxies of the
shareholders that states voted against and / or blank on the First Agenda Meeting, so that conclusions
are taken by consensus from all the shareholders attendance or the number of 13,402,734,770 shares
decided to hold with the First Agenda of the meeting.
Conclusion The First Agenda of The Meeting are as follows:
1. Approved the appointment of Mr. Soejanto Soetjijo and Mr. Frenky Tirtowijoyo Susilo respectively as
Director of the Company effective starting in the adjournment of this meeting until the expiry of term
of office The Board of Directors of the Company who currently serves as the date of June 15, 2017.
Accordingly since the closing of the Meeting, the composition of the The Board of Directors, Board
of Commissioners, and Sharia Supervisory Board of the Company are as follows:
DIRECTORS:
President Director
Director
Director
Director
Director
Director
Independent Director
Independent Director
: Freenyan Liwang
: Heru Agus Wuryanto
: Loa Johnny Mailoa
: Halim
: Soejanto Soetjijo
: Frenky Tirtowijoyo Susilo
: Salis Teguh Hartono
: Hanafi Himawan
BOARD OF COMMISSIONERS:
President Commissioner
: Tjendrawati Widjaja
Independent Commissioner : Sammy Kristamuljana
Independent Commissioner : Rusmin
SHARIA SUPERVISORY BOARD:
Chairman
: Ali Mustafa Yaqub
Member
: Ahmadi Bin Sukarno
2. Appoint and authorize The Board of Directors and / or the Corporate Secretary of the Company to
implement the decision of the above, including but not limited to sign a deed statement of the meeting
decision in front of the notarized and notified the change to the appropriate authorities.
SECOND AGENDA MEETING
- Meetings provide an opportunity to the shareholders and proxies of the shareholders in attendance to ask
questions and / or provide opinions related with the Second Agenda of the Meeting
- On the question - answer occasion, there is no question and opinion submitted by the shareholder or
proxies of the shareholders attendance.
- The Meeting decision is reached by verbally voting, there was no shareholders or proxies of the
shareholders that states voted against and / or blank on the Second Agenda Meeting, so that conclusions
are taken by consensus from all the shareholders attendance or the number of 13,402,734,770 shares
decided to hold with the Second Agenda of the meeting.
- Conclusions The Second Agenda of The Meetings are as follows:
1. To approved Amendment of The Articles of Association of the Company related with the application
of the Regulation of the Financial Services Authority (OJK) and rearrange the Articles of Association
of the Company, so that the details of the sentence structure of each chapter amendments, as set
out in the meeting materials that have been distributed to shareholders prior to the Meeting.
2. Appoint and authorize the The Board of Directors and / or the Corporate Secretary of the Company
to implement the decision of the above, including but not limited to sign a deed statement of the
meeting decision in front of the notarized and notified the change to the appropriate authorities.
THIRD AGENDA MEETING
- The Third Agenda of The Meeting is notified the report, there was no question – answer session and
decision-making process
- The Third Agenda of The Meetings are as follows:
Report of Changes in Realized Fund from Right Issue I (PUT I) presented by the form of the meeting
material are distributed prior to the start of the meeting with the detail are as follows:
- In July 2012, PT Bank Sinarmas Tbk. Conducted Right Issue I (PUT I) for the shareholders with the Early
Stock Ordering Rights (HMETD). Fund resulted from PUT I was Rp 300,796,534,500 (Three Hundred
Billion Seven Hundred Ninety Six Milion Five Hundred Thirty Four Thousand and Five Hundred
Rupiahs). That fund was used for purchasing the information technology in about 60% and office network
development in about 40% with the detail are as follows:
- Total fund usage in Periode October to December 2012 was Rp 36,351,786,504.7 (Thirty Six Billion
Three Hundred Fifty One Million Seven Hundred Eighty Six Thousand and Five Hundred Four
Point Seven Rupiahs), with Rp 24,086,621,170.2 (Twenty Four Billion Eighty Six Million Six
Hundred Twenty One Thousand and One Hundred Seventy Point Two Rupiahs) for purchasing the
information technology and Rp 12,265,165,334.5 (Twelve Billion Two Hundred Sixty Five Million
One Hundred Sixty Five Thousand and Three Hundred Thirty Four Point Five Rupiahs) for office
network development
- Total fund usage in Periode January to March 2013 was Rp 24,257,379,241.28 (Twenty Four Billion
Two Hundred Fifty Seven Million Three Hundred Seventy Nine Thousand and Two Hundred Fourty One
Point Two Eight Rupiahs), with Rp 9,158,062,469.65 (Nine Billion One Hundred Fifty Eight Million
Sixty Two Thousand and Four Hundred Sixty Nine Point Six Five Rupiahs) for purchasing the
information technology and Rp 15,099,316,771.63 (Fifteen Billion Ninety Nine Million Three Hundred
Sixteen Thousand Seven and Hundred Seventy One Point Six Three Rupiahs)
- Total fund usage in Periode April to June 2013 was Rp 33,218,107,267.32 (Thirty Three Billion Two
Hundred Eighteen Million One Hundred Seven Thousand and Two Hundred Sixty Seven Point Three
Two Rupiahs), with Rp 8,903,666,711.17 (Eight Billion Nine Hundred Three Million Six Hundred
Sixty Six Thousand and Seven Hundred Eleven Point One Seven Rupiahs) for purchasing the
information technology and Rp 24,314,440,556.15 (Twenty Four Billion Three Hundred Fourteen
Million Four Hundred Fourty Thousand and Five Hundred Fifty Six Point One Five Rupiahs) for
office network development
- Total fund usage in Periode July to September 2013 was Rp 90,697,650,439.17 (Ninety Billion Six
Hundred Ninety Seven Million Six Hundred Fifty Thousand and Four Hundred Thirty Nine Point
One Seven Rupiahs), with Rp 57,855.842.162,67 (Fifty Seven Billion Eight Hundred Fifty Five Million
Eight Hundred Fourty Two Thousand and One Hundred Sixty Two Point Six Seven Rupiahs) for
purchasing the information technology and Rp 32.841.808.276,5 (Thirty Two Billion Eight Hundred
Fourty One Million Eight Hundred Eight Thousand and Two Hundred Seventy Six Point Five
Rupiahs) for office network development
- Total fund usage in Periode October to December 2013 was Rp 41.563.555.567 (Fourty One Billion
Five Hundred Sixty Three Million Five Hundred Fifty Five Thousand and Five Hundred Sixty Seven
Rupiahs), with Rp 27.362.274.290 (Twenty Seven Billion Three Hundred Sixty Two Million Two
Hundred Seventy Four Thousand and Two Hundred Ninety Rupiahs) for purchasing the information
technology and Rp 14.201.281.277 (Fourteen Billion Two Hundred One Million Two Hundred Eighty
One Thousand and Two Hundred Seventy Seven Rupiahs) for office network development
- Total fund usage in Periode January to March 2014 was Rp 36.524.702.479 (Thirty Six Billion Five
Hundred Twenty Four Million Seven Hundred Two Thousand and Four Hundred Seventy Nine
Rupiahs), with Rp 24.146.230.452 (Twenty Four Billion One Hundred Fourty Six Million Two
Hundred Thirty Thousand and Four Hundred Fifty Two Rupiahs) for purchasing the information
technology and Rp 12.378.472.027 (Twelve Bilion Three Hundred Seventy Eight Million Four
Hundred Seventy Two Thousand and Twenty Seven Rupiahs) for office network development.
- Total fund usage in Periode April to June 2014 was Rp 34.408.155.086,34 (Thirty Four Billion Four
Hundred and Eight Million One Hundred Fifty Five Thousand and Eighty Six Poin Three Four
Rupiahs), with Rp 26.288.551.814,64 (Twenty Six Billion Two Hundred Eighty Eight Million Five
Hundred Fifty One Thousand and Eight Hundred Fourteen Point Six Four Rupiahs) for purchasing
the information technology and Rp 8.119.603.271,7 (Eight Billion One Hundred Nineteen Million Six
Hundred Three Thousand and Two Hundred Seventy One Point Seven Rupiahs) for office network
development.
So The Use of Proceeds from Rights Issue I entirely used for purchasing The Information Technology at Rp
177,801,249,070.33 (One Hundred Seventy Seven Billion, Eight Hundred One million Two hundred Fourty
Nine Thousand and Seventy Point Three Three Rupiahs) and for Network Development Office at Rp
119,220,087,514.48 (One Hundred Nineteen Billion Two Hundred Twenty Million Eighty Seven Thousand
and Five Hundred Fourteen Point Four Eight Rupiahs).
Jakarta, March 26th 2015
PT. Bank Sinarmas Tbk.
Directors