PT BANK YUDHA BHAKTI, Tbk (The "Company")
THE RESULTS OF ANNUAL AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
The Board of Directors of PT Bank Yudha Bhakti, Tbk. (the "Company") hereby announces to the shareholders of the
company, that the company has held the Annual and Extraordinary General Meeting of Shareholders (the "Meeting") at:
Day/date : Monday, April 17th, 2017
Time : 14.19 am (West Indonesian Time) – 16.45 am (West Indonesian Time)
Location : PT Bank Yudha Bhakti Tbk
Gozco Building, Jl Raya Pasar Minggu Kav. 32, South Jakarta
The agenda of the annual general meeting of shareholders based on the change order that was agreed in the meeting :
1. Approval of the Annual Report and validity of the Annual Financial Statements of the Company for the fiscal year which ends on December 31, 2016.
profit use for the fiscal year ending on December 31, 2016.
3. accountability report on realization of the planned use of
proceeds from the Initial Public Offering (IPO) and the
Limited Public Offering I (LPO I)
4. Repayment and acquit et de charge to the Board of Directors and Board of Commissioners for management and supervision that have been carried out during 2016.
5. Approval of the delegation of authority of General Meeting of Shareholders to the Board of Commissioners to determine or appoint Public Accounting Firm (KAP) to conduct an examination of the Financial Statements of the Company which will end on December 31, 2017.
The Agenda of the Extraordinary General Meeting of Shareholders:
1. Changes in the board of the Company.
2. The public offering of debt securities (Subordinated
Bonds).
3. Expenditure shares in deposit through Limited Public
Offering II (LPO II) to shareholders with Right to Provide
Securities preemptively.
4. Distribution of Bonus Shares to the shareholders.
The presence of the Board of Commissioners and Board of Directors:
The Board of Commissioners
President/Independent Commissioner : Mr. Suprihadi
Independent Commissioner :Mr. I Putu Soekreta Soeranta Commissioner : Mr. Tjandra Mindharta Gozali Commissioner : Mr. H. Rianzi Julidar, S.IP,
SH., MSc
The Board of Directors
President Director : Mr. Arifin Indra Sulistyanto Director of Consumer : Mrs. Dian Savitry
Director of Commercial : Mrs. Ningsih Suciati Director of Compliance : Mr. Iim Wardiman
A Presence Quorum:
- Annual General Meeting was attended by Shareholders and
Proxy Shareholders representing the amount of 3,919,602,059
or 93.18 % Of the votes of the total 4,206,362,690 shares
that have been issued by the Company up to the date of March
23rd , 2017 at 16:00 pm (recording date).
- Extraordinary General Meeting was attended by Shareholders
and Proxy Shareholders representing the number 3.952.261.885
or 93.96% of the votes of the total 4,206,362,690 shares
that have been issued by the Company until March 23rd, 2017
at 16:00 pm recording date).
Mechanism of Discussion:
Shareholders and Proxy Shareholders to ask questions after the
presentation is completed. If there is a question of
Shareholders or Proxy Shareholders then welcome to raise their
hands first followed by the submission of questions. Questions
are answered only the questions related to the meeting agenda.
During the meeting takes place, there are 6 (six) Shareholders
or Proxy Shareholders who submit questions or give opinions
and have been briefed and the response of the leaders meeting
or a party appointed by the leaders Meeting. Meeting closed
until the leaders has ensured there is no longer a question of
Shareholders or Proxy Shareholders.
Mechanisms for Making Decision:
- General Meeting of Shareholders is valid if approved by more
than ½ (one half) of the shares with voting rights present at
the meeting. And for the entire meeting agenda was approved
unanimously by all shareholders or proxies of shareholders
present at the Meeting.
- the first, second and third Resolutions of Extraordinary
General Meeting of Shareholders are valid if approved by more
than ½ (one half) of the shares with voting rights present at
the meeting. As for the fourth meeting agenda is valid if
approved by more than 2/3 (two thirds) of the total shares
with voting rights present at the meeting. And for the entire
meeting agenda was approved unanimously by all shareholders or
proxies of shareholders.
Results of the Annual General Meeting of Shareholders:
The First Meeting Agenda
year which ends on December 31, 2016, including ratified the Supervision Report of the Board of Commissioners of Company.
2. Ratified the Annual Financial Statements of the Company for the fiscal year ending on December 31, 2016 audited by Public Accounting Firm (KAP) Hendrawinata, Eddy Siddharta & Tanzil with the fair opinion in all material respects, as stated in its Report dated January 30th, 2016 No. 001/02/WA/II/2017.
The Second Meeting Agenda
To approve the use determination of Net Income for the fiscal
year ended on December 31st, 2016 amounting to Rp.
67,987,148,832, - (sixty seven billion nine hundred and eighty
seven million, one hundred forty-eight thousand eight hundred
and thirty-two rupiah) hereinafter referred to as "Net Income
in 2016" amounted to 100% (one hundred percent) is recorded as
retained earnings of the Company, to strengthen the long-term
capital and in order to support the business growth of the
Company.
The Third Meeting Agenda
Receiving Reports Accountability Realization Plan Use of
Proceeds from Initial Public Offering (IPO) and the Limited
Public Offering I (LPO I) per December 31st, 2016 in accordance
with the report of the Company to the OJK through a letter No.
021 / SET / DIR / ByB-Tbk / IV / 2016 April 8, 2016 and letter
No. 002 / SET / DIR / byB-Tbk / I / 2017 dated January 11,
The Fourth Meeting Agenda
Give a release and discharge responsibilities (aquit et
decharge) to the Board of Directors and the Board of
Commissioners for the management and supervision has been
carried out during 2016 as far as acts of management and
supervision are reflected in the Annual Report and the Annual
Financial Report of the Company ended on December 31, 2016,
except for embezzlement, fraud and other criminal acts.
The Fifth Meeting Agenda
1. Approved the delegation of authority of the Annual General Meeting of Shareholders to the Board of Commissioners to determine or appoint a Public Accounting Firm (KAP) to conduct the examination of the company's financial reports will expire on December 31st, 2017.
2. Giving authority to the Board of Commissioners to determine the magnitude of the honorarium and other requirements reasonable in relation to the appointment of the Public Accounting Firm.
The Results of The Extraordinary General Meeting of Shareholders :
The First Meeting Agenda
1. Approve and ratify all acts and actions undertaken by the
the closing of the Meeting.
2. To approve and ratify the reappointment of BOC as follows:
Commissioner / Independent: Bp. Suprihadi
Independent Commissioner: Bp. I Putu Soekreta Soeranta
Commissioner: Bp. Tjandra Mindharta Gozali
Commissioner: Bp. H. Rianzi Julidar
For a period of 3 (three) years after the closing of this
Meeting until the closing of the third Annual General
Meeting of Shareholders.
3. Approved the appointment of Independent Commissioner Mr.
Iqbal Witjaksono effective concerned since passed the fit
and proper test by the Financial Services Authority (OJK)
necessary for the Extraordinary General Meeting of
Shareholders to cancel the appointment in question.
4. To approve the appointment of Mrs. Ningsih Suciati as
Director of Operations of the Company
5. Approved the appointment of Commercial Director of the
Company Mr. Fahlewi Husin Nasution effective concerned
since passed the fit and proper test by the Financial
necessary for the Extraordinary General Meeting of
Shareholders to cancel the appointment in question.
as follows:
Member of the Board before the Independent Commissioner
candidate and the commercial director candidate got the
approval From the Financial Services Authority (OJK)
Board of Commissioners
Commissioner / Independent: Bp. Suprihadi
Independent Commissioner: Bp. I Putu Soekreta Soeranta
Commissioner: Bp. Tjandra Mindharta Gozali
Commissioner: Bp. H. Rianzi Julidar
Board of Directors
President Director: Bp. Arifin Indra Sulistyanto
Commercial Director: -
Consumer Director: Mrs. Dian Savitry
Operations Director: Ms. Ningsih Suciati
Director of Compliance: Bp. Iim Wardiman
The composition of the Board as Independent Commissioner
candidate and the commercial director candidate got the
approval From the Financial Services Authority (OJK)
Board of Commissioners
Commissioner / Independent: Bp. Suprihadi
Independent Commissioner: Bp. I Putu Soekreta Soeranta
Independent Commissioner: Bp. Iqbal Witjaksono
Commissioner: Bp. Tjandra Mindharta Gozali
Commissioner: Bp. H. Rianzi Julidar
Board of Directors
President Director: Mr. Arifin Indra Sulistyanto
Consumer Director: Mrs. Dian Savitry
Operations Director: Ms. Ningsih Suciati
Director of Compliance: Bp. Iim Wardiman
6. To approve the authorization of the General Meeting of
Shareholders to the Board of Directors to in time
expressed regarding changes in the Company's management
structure into a notary and perform all actions related to
the prevailing regulations, both in the banking and
capital markets regarding changes in the organization
structure of the Company.
The Second Meeting Agenda
Not discussed further in the meeting.
The Third Meeting Agenda
"To approve and authorize expenditures Savings Through Limited
Public Offering II (LPO II) To the Shareholders With
Preemptive Rights by the amount by as much as 3,000,000,000
(three billion) shares and Series II Warrants issuance of as
many as much as amounted to 896.485.421 (eight hundred and
ninety-six million four hundred eighty-five thousand, four
hundred and twenty-one)", and with this :
1. To approve the authorization to the Board of Directors to
carry out any action in connection with the LPO II
implementation as well as the issuance of Warrants Series
II, including but not limited to:
a. establishes the allocation of use of the proceeds from
the Limited Public Offering II (LPO II) and the
issuance of Warrants Series II;
b. Registering the Company's shares in collective custody
in accordance with the provisions of KSEI (Custodian
c. Listed all the Company’s shares which has been
issued and fully paid in PT Bursa Efek Indonesia (BEI).
2. To approve the authorization to the Board of Commissioners
to declare the Deed regarding the increase in paid up
capital and the Company placed as expenditures share
through LPO II and the issuance of warrants of Series II
and declared final shareholding after the Rights Offering
and the issuance of Warrants Series II are completed ,
The Fourth Meeting Agenda
1.Approve the capitalization of the share premium which the
amount of the share premium up to the 2016 financial year
amounted to Rp. 44,666,387,150, - (forty-four billion six
hundred and sixty six million three hundred and eighty-seven
thousand one hundred fifty rupiah) to be converted into
bonus shares, ie up to Rp. 44,666,387,150, - (forty to four
billion six hundred and sixty six million three hundred and
eighty-seven thousand one hundred fifty rupiah) or a maximum
of 446.663.871 (four hundred and forty six million six
hundred and sixty-three thousand eight hundred and seventy
twenty one) shares with a ratio of each shareholder who has
ten (10) old shares with a nominal value of Rp. 100, - (one
hundred Rupiah) on the List of Shareholders entitled to the
Bonus Shares, will receive one (1) Bonus Shares with a
nominal value of Rp. 100, - (one hundred Rupiah).
The eligible for the Bonus Shares are shareholders whose
names are recorded in the Register Shareholders of the
Company on May 16, 2017 until 16:00 pm.
Similarly, the share premium to the amount to be converted
adjusted by the number of shares registered in the Register
of Shareholders on May 16, 2017 until 16:00 pm
In connection with these bonus shares will change Article 4,
paragraph 2 of the Articles of Association of the Company.
Payment of Bonus Shares will be made to the schedule and
procedure as follows:
- Shareholders are entitled to the bonus shares are
shareholders whose names are recorded in the Register
Shareholders of the Company on May 16, 2017 until 16:00
pm
- Cum Bonus Shares in Regular and Negotiation dated May
10, 2017
- Ex Bonus Shares in the Regular and Negotiation dated
May 12, 2017
- Cum Bonus Shares in the Cash Market dated May 16, 2017
- Ex Bonus Shares in the Cash Market dated May 17, 2017
- Distribution of Bonus Shares dated May 31, 2017
2.In connection with the distribution of Bonus Shares that
change the Article 4, paragraph 2 of the Articles of
Association of the Company, thereby approving the
authorization to the Board of Directors to declare in the
deed in itself before Notary on the improvement of the
Issued and Paid up Capital of the Company after the
distribution of Bonus Shares and name to stockholders of
record in the register of Shareholders of the Company,
including to report to the competent authorities,
registering and announcing these changes, so that the change
takes effect under the law, including to make changes or
additions to the change in the Articles of Association, if
required by the authorized institutions and do everything
in force.
In accordance with the results of the Meeting, the Board of
Directors announced the timetable and procedure for the
distribution of Bonus Shares as follows :
1. Schedule the distribution of Bonus Shares:
Kegiatan Hari dan Tanggal Cum Saham Bonus di Pasar Reguler dan Negosiasi Rabu, 10 Mei 2017 Ex Saham Bonus di Pasar Reguler dan Negosiasi Jumat, 12 Mei 2017 Cum Saham Bonus di Pasar Tunai Selasa, 16 Mei 2017 Ex Saham Bonus di Pasar Tunai Rabu, 17 Mei 2017 Recording Date yang berhak atas Saham Bonus (DPS) Selasa, 16 Mei 2017 Pembagian Saham Bonus Rabu, 31 Mei 2017
2. Procedure and Procedure for the distribution of Bonus
Shares:
a. This Notice is an official notification from the
Company, and the Company does not issue a
letter special notice to shareholders
b. Shareholders entitled
Shareholders entitled to receive Bonus Shares are
shareholders registered in the Shareholders Register
of the Company on May 16, 2017 (recording date) with
regard ownership of shares by shareholders were
acquired by trading on the Indonesia Stock Exchange
at the latest on May 10, 2017 (cum bonus).
c. Distribution of Bonus Shares Ratio
The ratio of the distribution of Bonus Shares is 10:
1, where each possession of 10 (ten) shares by
shareholders of record on May 16, 2017 (recording
date), on the date of distribution of Bonus Shares
Stock in the name of the Company that will be issued
from treasury with a nominal value of Rp. 100, - (one
hundred Rupiah) per share. Jl. Jend. Sudirman Kav. 75, Jakarta 12910
proof of identity valid
owned endorsee.
- For Legal Entities: 1. A copy of the articles of
association as well as
the change of the last
caretaker
2. Where authorized, it
Should bring the original
power of attorney signed
in stamped by attaching a
copy of proof of identity
valid belonging to the
authorizing and carrying
original proof of
identity valid
owned endorsee.
f. Tax treatment on Bonus Shares
Pointing to the Government Regulation No. 94 Year
2010 dated December 30, 2010 on the Calculation of
Earnings Taxable and Repayment of Income Tax in
Current Year, Bonus Shares from capitalization
Agio Shares are not taxed throughout the total
nominal value of the shares owned by the
shareholders after distribution of Bonus Shares
does not exceed the amount of capital injection.
Conversely, if the amount of the nominal value of
shares Shareholders held after the distribution of
Bonus Shares exceeds the amount of capital
injection, the division of shares The bonus can be
taxed to be calculated and paid by the respective
Receipt of Bonus Shares arising from the
conversion Agio does not change the total value of
investments in shares or a total acquisition price
of the shares, but lowered the historical
acquisition value or price per unit of such
shares, because an increase in the number of
shares without any deposit. Therefore, when the
Bonus Shares are sold, for calculating gains from
selling the shares, the price of acquisition are
valued at historical calculated as an average in
accordance with the principles in Article 10,
paragraph 3 of Law Tax Income.
Income in the form of bonus shares must be
reported to the SPT and Income of shareholders,
provided that the recognition of income on Bonus
Shares arising from the conversion Agio is on when
sold, because it is not included as income when
received / obtained.
Jakarta, April 20, 2017 PT BANK YUDHA BHAKTI, Tbk
The Board of Directors