Agenda Materials Annual General Meeting Of Shareholders Fiscal Year 2015 PT Bank Pembangunan Daerah Jawa Timur Tbk

Date: 07 january 2016

Categories : All Announcement

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In accordance with the plan of holding The Annual General Meeting of Shareholders for Fiscal Year 2015 ("AGM") of PT Bank of East Java Regional Development Tbk (the "Company") to be held on:

Day/Date : Friday/January 29, 2016
Place : Isyana Ballroom – Hotel Bumi Surabaya
Jl. Basuki Rachmad 106-128
Surabaya
Time : 07.30 WIB - Finished

The company hereby submits an explanation regarding the agenda of the Annual General Meeting of Shareholders of the Company as follows:

  1. Approval of the Annual Report on the state and the course of the Company during Fiscal Year 2015, including the Report of the Supervisory Board of Commissioners duties during the Fiscal Year 2015 and the Ratification of the Company's Financial Statements for Fiscal Year 2015;
    Material
    • Annual Report 2015
      Annual reports are available and can be downloaded from the company's website is http://www.bankjatim.co.id
    • Approval of the Annual Report on the state and the course of the Company during Fiscal Year 2015, the Report of the Supervisory Board of Commissioners duties during Fiscal Year 2015, and the Ratification of the Company's Financial Statements for Fiscal Year 2015 is set in the regulations as follows:
        1. Company article of Association;
          Article 11 Paragraph (4) letter a is stated that the Annual General Meeting of the Board of Directors to convey:
        • Annual Reports, which have been reviewed by the Board of Commissioners for ratification by the General Meeting of Shareholders;
        • Financial Statements, which have been audited by a public accountant for ratification by the General Meeting of Shareholders.

      Article 11 (5)
      Approval of the Annual Report and Ratification of the Financial Statements by the Annual General Meeting, signify providing release and discharge full responsibilityto the members of the Board of Directors and the Board of Commissioners on the management and supervision, which have been implemented during the past fiscal year, to the extent such actions are reflected in the Annual Report and Financial Statements.

      1. Law No. 40 of 2007 regarding Limited Company;
        Article 69 paragraph (1)
        Approval of the annual report including the ratification of Financial Statements and the report of the Board of Commissioners supervisory duties performed by the AGM.
  2. Determination the Use of Net Income for the Fiscal Year 2015, including bonuses for employees as well as the bonus for the Board of Directors and Board of Commissioners;
    Material:
    Net Income for the Fiscal Year 2015 will be used for:
    1. Dividend to Shareholders
    2. General Reserves
    3. Sinoman Bank Jatim
    Net Profit Data of the Company for the year 2015 is also available in the Annual Report 2015. The proportion of Net Income for the division will be determined at the AGM. The division of Net Income for the Fiscal Year 2015 is set in the regulations as follows:
    1. Articles of Association
      Article 11 paragraph (4) letter b
      In the Annual General Meeting;
      Defined the use of profits, if the Company has positive retained earnings.
      Article 23 paragraph (1)
      Net profit of the Company in a fiscal year as stated in the balance sheet and profit and loss statement that has been approved by the Annual General Meeting and a positive income balance is shared according to the way it is used, which is determined by the AGM.
      Article 24 paragraph (1), (2) and (3)
      1. The Company is obliged to set aside a certain amount of net income for each fiscal year reserves, as determined by the AGM with regard to legislation.
      2. The duty allowance for the reserves applies if the Company has a positive income.
      3. Provision for the net profit to reserves is conducted until reserves reach at least 20% (twenty percent) of the total issued and paid-up capital.
    2. Law No. 40 of 2007 regarding Limited Company;
      Article 70 paragraph (1), (2) and (3)
      1. The Company is obliged to set aside a certain amount of net income each fiscal year to reserves.
      2. The duty allowance to reserves referred to in paragraph (1) applies if the Company has positive retained earnings.
      3. Provision for the net income as described in paragraph (1) shall be conducted until the reserve reaches at least 20% (twenty percent) of the issued and paid up capital.
      Article 71 paragraph (1), (2) and (3)
      1. Use of net profit including determination of the allowance for reserve as referred in Article 70 paragraph (1) shall be determined by the AGM.
      2. All of the net income after deducting the allowance for reserves as referred in Article 70 paragraph (1) shall be distributed to the shareholders as dividends, unless specified otherwise in the AGM.
      3. Dividend as referred in paragraph (2) may only be distributed if the Company has positive retained earnings.
  3. Authorize the Board of Directors with the approval of the Board of Commissioners to appoint a public accounting firm to audit the Company's Financial Statements for Fiscal Year 2016;
    Material:
    The appointment of Public Accountant to audit the Company's Financial Statements for Fiscal Year 2015 is set in the regulations as follows:
    1. Articles of Association
      Article 11 paragraph (4) letter c
      In the Annual General Meeting;
      Conduct the appointment of a public accountant or authorize the Board of Directors with the approval of the Board of Commissioners to appoint a public accountant.
    2. The Regulation of Bank Indonesia No. 3/22 / PBI / 2001 dated December 13, 2001 regarding Transparency of the Fiscal Condition of Bank.
      Article 16 paragraph (2)
      The appointment of Public Accountant or Public Accountant's Office by the Bank is longest conducted for the audit period of five (5) consecutive fiscal year.
    3. The Regulation of Bank Indonesia No. 14/14 / PBI / 2012 dated October 18, 2012 regarding Transparency And Publications of the Bank reports.
      Article 3 (4)
      Annual Fiscal Reports are obliged to be audited by a public accountant.
  4. Use of funds of the Initial Public Offering Reports in 2015;
    Material:
    Decision of the Capital Market Supervisory Board No. KEP-27 / PM / 2003 Regulation No. XK4 regarding the Realization Report Use of Proceeds from the public offering.
  5. Authorize the Board of Directors with the approval of the Board of Commissioners to make adjustments to the Company's capital from the issuance of new shares, which is the implementation of the approved program MESOP Annual General Meeting of Fiscal Year 2014;
    Material:
    Rule No. 38 / POJK.04 / 2014 on Capital Increases Without Pre-emptive Rights.
  6. Approval of the Agenda Decision Amendment 6 General Meeting of Shareholders of the Company held on 8 April 2015 relating to the Implementation Licensing Spin - Off Sharia unit into Sharia Banks;
    Material:
    1. The PBI No. 11/10 / PBI / 2009 dated March 19, 2009 / Sharia;
      Article 45
      • Paragraph (2)
        BUS establishment of paid-up capital is set at less Separation results for Rp500.000.000.000,00 (five hundred billion rupiah).
      • Paragraph (4)
        BUS paid-up capital Separation results as referred in paragraph (2) shall be increased gradually to Rp. 1,000,000,000,000.00 (one trillion rupiahs) no later than 10 (ten) years after the business license is granted by BUS.
    2. Letter of Bank Indonesia No. 13/79 / DPbS / SB dated May 4, 2011 the Plan to Spin Off Sharia Unit of Bank Jatim, regarding Bank Indonesia in principle agreed on a plan to Spin Off Sharia Unit of Bank Jatim.
  7. Determination of remuneration of the Company Board.
    Material:
    Law No. 40 Year 2007 regarding Limited Company
    Article 96
    1. Provisions regarding the salaries and allowances of members of the Board of Directors determined by the AGM decision.
    2. The authority of the AGM as referred in paragraph (1), may be delegated to the Board of Commissioners.
    3. In the case of the AGM authority delegated to the Board of Commissioners as referred in paragraph (2), the salaries and allowanceas referred in paragraph (1) shall be established by decision of the Board of Commissioners meeting.
    Article 113
    Provisions on the amount of salary or honorarium and allowances for members of the Board of Commissioners determined by the AGM.