Resolutions of the Annual General Meeting of Shareholders

27 June 2016

In accordance with Financial Services Authority (“FSA”) Regulation Number 32/POJK.04/2014 regarding the Plan and Convening of the General Meeting of Shareholders of Public Listed Company, with this the Company inform the resolutions of the Annual General Meeting of Shareholders of PT Panin  Financial Tbk which was held on June 23, 2016, as follows:

First Agenda

1. Approved the Annual Report of the Company regarding the condition of the Company and the business activities of the Company, which are  contains Financial Statement of the Company for the financial year ended December 31, 2015 which have been audited by Public Accountant of Anwar & Partners as stated in the Letter: AR/L-030/16 dated March 8, 2016, with an Unexceptional Opinion (the “Financial Statement”), and Supervisory Report that have been implemented by the Board of Commissioners and ratified the Financial Statement.

2. Grant full release and discharge (acquit et decharge) to all members of the Board of Directors and the Board of Commissioners of the Company for their respective management and supervision actions taken during financial year ended December 31, 2015, to the extent those actions are reflected in the Financial Statements of the Company and/or Annual Report.

3. Authorize the Board of Directors to undertake all necessary actions related to the implementation of the resolutions mentioned above, including but not limited to declare this decision in a notarial deed.

Second Agenda

1. Agreed an amount of Rp.500.000.000 (five hundred million Rupiah) will be recorded as general reserve fund in accordance with the Articles of Association of the Company and Article 70 of Law No. 40 Year 2007 regarding Limited Liability Company.

2. Disagred the distribution of dividend of Rp.32.022.073.293 (thirty two billion twenty two million seventy three thousand two hundred and ninety three Rupiah) or Rp.1 (one Rupiah) per share, so that the amount will be returned as retained earning.

3. The remaining amount of Rp.61.704.713.859 (sixty one billion seven hundred four milion seven hundred and thirteen thousand eight hundred and fifty nine Rupiah) to be recorded as retained earning of the Company.

4. Authorize the Board of Directors to undertake all necessary actions related to the implementation of the resolutions mentioned above, including but not limited to declare this decision in a notarial deed.

Third Agenda  

1. a. Reapoint Mr. Mu’min Ali Gunawan as a President Commissioner, Mr. Suwirjo Josowidjojo as a Vice President Commissioner, and appoint Mrs. Veronika Lindawati as an Independent Commissioner, for a term commencing from the closing of this Meeting until the expiration of the period specified in the Articles of Association. Therefore, the composition of the members of the Board of Commissioners of the Company are changed and become as follows:

  • President Commissioner             : Mu’min Ali Gunawan
  • Vice President Commissioner     : Suwirjo Josowidjojo
  • Independent Commissioner        : Veronika Lindawati

b. Authorize the Board of Directors to state this Meeting resolution in notarial deed and notify the changes of the Company Data to the Ministry of Law and Human Rights of the Republic of Indonesia, notify and register the appointment of the Board of Commissioners to the authorized institution according to prevailing law and regulation, perform any and all others necessary action for such purposes without any exception.

c. This authorization is granted with subtitutes rights and becoming effective since the closing of this Meeting, the Meeting has agreed to ratify all actions performed by the authorized party of this authorization.

2. Determine that the honorarium of the Board of Commissioners for the financial year which end December 31, 2016 is Rp.360,000,000 (three hundred sixty million Rupiah) and authorize to the Board of Commissioners to determine the distribution of such honorarium amount among the members of the Board of Commissioners of the Company, with due observance to the opinion of the Nomination and Remuneration Committee. 

​Forth Agenda

1. No changes of the composition of the members of the Board of Directors.  

2. Authorize the Board of Commissioners of the Company to determine the salary and remuneration of the member of Board of Directors for the financial year 2016, perform any and all others necessary action for such purposes without any exception. This authorization is becoming effective since the closing of this Meeting; and the Meeting has agreed to ratify all actions performed by the authorized party of this authorization

Fifth Agenda

1. Authorized the Board of Directors of the Company to appoint Independent Public Accountant to audit the Company’s books for the financial year which end December 31, 2016 and authorized the  Board of Directors of the Company  to determine the honorarium and others requirements which are related to the appointment of the Public Accountant.

2. Authorize the Board of Directors of the Company to undertake all necessary actions related to the implementation of the resolutions mentioned above, including but not limited to declare this decision in a notarial deed.