The Explanation on The Agenda of Extraordinary General Meeting of Shareholders

THE EXPLANATION ON THE AGENDA OF

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF

PT BANK QNB INDONESIA TBK

 

 

Pursuant to the plan to convene Extraordinary General Meeting of Shareholders of (“Meeting”) PT Bank QNB Indonesia Tbk (the “Company”) on Friday, October 9th, 2015, the Company announced via daily newspaper namely Kontan:

 

 

- The announcement of the Meeting on September 2nd, 2015, as follows:

 

Announcement of The Extraordinary General Meeting of Shareholders

 

It is hereby announced to Shareholders of PT Bank QNB Indonesia Tbk (The “Company”) that on Friday October 9th, 2015 there shall be Extraordinary General Meetings of Shareholders (the “Meeting”) being held.

 

Pursuant to article 12 clause 9 of Article of Association of the Company, Invitation to the Meeting will be made on Thursday, September 17th, 2015 and to be published in 1 (one) Indonesian daily newspapers.

 

Shareholders who are entitled to attend the Meeting are the Shareholders whose are listed in the Shareholders Registry of the Company on September 16th, 2015 at 04.00 pm West Indonesia Time.

 

Pursuant to article 11 clause 9 of Article of Association of the Company and Financial Services Authority Regulation No. 32/POJK.04/2014, Shareholders proposal will only be included into the Meeting agenda if it satisfies the following requirements:

 

  1. Proposed by 1 (one) or more Shareholders who are representing minimum 1/20 (one per twenty) or more of the total shares issued by the Company with valid voting rights.
  1. The proposal is received by the Board of Directors of the Company in writing no later than 7 (seven) days prior to the Meeting’s Invitation date.
  1. The proposal shall be:

a.    Conducted in a good faith

b.    In consideration to the interest of the Company

c.    Request which need decision of the Meeting

d.    Enclose the reason and materials related to the proposal that need to be decided by the Meeting

e.    In accordance with the prevailing law and regulations as well as the Article of Association of the Company.

 

Jakarta, September 2nd, 2015

 

PT Bank QNB Indonesia Tbk

Board of Directors

 

PT Bank QNB Indonesia Tbk is registered and supervised by Financial Services Authority

 

 

- The invitation of the Meeting on September 17th, 2015, as follows:

 

INVITATION OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF PT BANK QNB INDONESIA Tbk

 

PT Bank QNB Indonesia Tbk (the “Company”) hereby invites the Shareholders of the Company to attend the Extraordinary General Meeting of Shareholders (the “Meeting”) of the Company which will be convened as follows:

 

Day/ Date            : Friday, October 9th, 2015

Time                    : 10.00 a.m Western Indonesia Time until finish

Venue                  : QNB Tower, 3rd floor

                               18 Parc, SCBD, Jl. Jend. Sudirman Kav. 52-53, Jakarta

Agenda                : The changes in the composition of the management of the Company

 

Explanation on the Agenda and Material of the Meeting

 

Based on the recommendation of Remuneration and Nomination Committee of the Company: propose to the Meeting to approve the changes in the composition of the management of the Company with the term of service until the Annual General Meeting of Shareholders which will be convened in 2018 and the appointment of Independent Director of the Company.

 

The explanation of the Agenda of the Meeting and the material(s) of the Meeting are available and can be accessed on the website of the Company www.qnb.co.id and also available at the Head Office of the Company on the date of the invitation up to the date of the Meeting which can be obtained by filling a written request to the Corporate Secretary of the Company.

 

Explanation on the Quorum of Attendance and the Quorum of Decision of the Meeting:

 

  1. The Meeting is legitimate, can be conducted and pass binding decision if it is attended by the Shareholders or its proxy that represents more than ½ (half) of the total shares issued by the Company with valid voting rights.
  1. The Meeting’s decisions’ shall be taken based on the deliberation and consensus and also in accordance to the provisions of the Article of Association of the Company. In the event that consensus decision fails to be reached, the decisions shall be made through voting and valid if it is approved by more than ½ (half) of the total shares with voting rights present and represent at the Meeting.

 

General Provisions

 

  1. The Company will not send a specific Meeting invitation to each Shareholders and this invitation is the official invitation to the Shareholders of the Company.
  1. The Shareholders who are entitled to attend and or to be represented in the Meeting are those whose names are registered in the Shareholder Register of the Company on September 16th, 2015 at 4.00 pm Western Indonesia Time, or the Shareholders whose registered as sub-account holder at PT Kustodian Sentral Efek Indonesia (“KSEI”) at the closing of the above mentioned date.
  1. The Shareholders whose shares are in KSEI collective custody and are going to attend the Meeting shall register his/her self through KSEI Account Holder (Securities/ Bank Custody) to get the Written Confirmation to Attend the Meeting (“KTUR”).
  1. The Shareholders who are going to attend the Meeting must submit the copy of Identity Card (“ID”) to the Registration Officer before entering into the Meeting room. The representative of Shareholders in the form of legal entity is requested to submit copies of the existing and applicable Article of Association of the company, the deed of the appointment of incumbent members of the Board of Directors and the Board of Commissioners or the existing management composition. The Shareholders whose are in the KSEI collective custody shall show the original KTUR.

 

  1. a.   The Shareholders who are unable to attend the Meeting may be represented by his/her proxy by submitting legitimate power of attorney with the standard form of power of attorney determined by the Board of Directors of the Company. The members of the Board of Commissioner, the Board of Directors and employee of the Company may act as any Shareholders’ representative in the Meeting, however their votes shall not be included in the total number of votes cast in the Meeting.

b.    The power of attorney form is available every day during business hour at Company’s Share Administration Bureau (“BAE”), PT Adimitra Jasa Korpora which domiciled at Plaza Property 2nd floor, Jl. Perintis Kemerdekaan, Komp. Pertokoan Pulomas Blok VIII No.1, East Jakarta.

 

c.    The completed proxy and enclosed with the copy ID of the Shareholder and the proxy, must be received by the BAE at the latest of Tuesday dated October 6th, 2015 at 4.00 pm Western Indonesia Time.

 

  1. In order to facilitate the proper arrangement for the Meeting, the Shareholders or their representatives are respectfully requested to be present at the meeting room 30 minutes before the meeting.

 

Jakarta, September 17th, 2015

 

PT Bank QNB Indonesia Tbk

Board of Directors

 

PT Bank QNB Indonesia Tbk is registered and supervised by Financial Services Authority

 

 

Furthermore, in compliance to Financial Services Authority Regulation No. 32/POJK.04/2014 regarding Plan and Implementation of the General Meeting of Shareholders of the Public Company, the Company hereby submit the explanation on each Meeting Agenda, as follows:

 

AGENDA: The Changes in the Composition of the Management of the Company

 

Background

 

  1. Article 3 and 23 of the Financial Services Authority Regulation No. 33/POJK.04/2014 regarding the Board of Directors and the Board of Commissioners of Issuer or Public Company as well as article 15 paragraph 9 and article 18 paragraph 13 of Article of Association of the Company, provides that the members of the Board of Directors (“BoD”) and the Board of Commissioners (“BoC”) are appointed and dismissed by General Meeting of Shareholders (“GMS”). The appointment is effective from the date specified in the GMS where he/she/they are appointed and ends in 1 (one) service term of the BoD or BoC. Service term of BoD and BoC is 3 (three) years or up to the closing of Annual GMS at the end of 1 (one) service term, unless specified otherwise in the GMS.
  1. Article 6 paragraph 1 Bank Indonesia Regulation (“PBI”) No. 8/14/PBI/2006 regarding the Amendment of PBI No. 8/4/PBI/2006 regarding the Implementation of Good Corporate Governance for Commercial Bank, governs the appointment and/or replacement of members of BoC to GMS shall be with consideration of recommendation from Remuneration and Nomination Committee.
  1. Article 3 PBI No. 12/23/PBI/2010 regarding Fit & Proper Test, the Financial Services Authority (“FSA”) (previously Bank Indonesia) conduct a fit and proper for the candidate of member of the BoC.
  1. Article 15 paragraph 12 of Article of Association of the Company provides that the member of the BoD has right to propose resignation from the Company before the end of his/her term by filling written notification.  The Company shall convene GMS to decide the said resignation proposal in 90 days since the received of the resignation letter.
  1. Point V.4 Decision Letter of the BoD of Indonesia Stock Exchange No. Kep-00001/BEI/01-2014 Annex BEI Regulation No. I-A regarding the Listing of Shares and Equity other than Shares Issued by Listed Company, provides that the Company must have Independent Director.

 

 

Explanation /Opinion of BoD and BoC

 

  1. On September 1st, 2015, the Company received resignation letter from Mr. Hery Syafril as the member of BoD of the Company.
  1. Remuneration and Nomination Committee of the Company has recommended:

a.    Appointment of Mr. Djoko Sarwono as Independent Commissioner of the Company. The term of service of Mr. Djoko Sarwono will commence from the date of approval from OJK on fit and proper test to the Annual GMS of the Company held in 2018.

b.    Appointment Mr. Windiartono Tabingin as Independent Director of the Company which commenced since the closing of Annual GMS of the Company held on February 27th, 2015 to the closing of Annual GMS of the Company held in 2018.

 

 

Supported Data/Material

 

1. Curriculum Vitae of the candidate of Independent Commissioner of the Company is as follows:

 

Djoko Sarwono

Candidate of Independent Commissioner

 

Educational Background:

•      1975   Bachelor of Law, Trisakti University

•      1984   Master in Public Administration, University of Southern California

•      1990   Doctor of Philosophy in Public Administration, University of Southern California

 

Working Experience :

•      1977 – 2003              Joined Bank Indonesia with last position as Director of Bank Indonesia Bandung Office

•      2003 – 2006              President Director of Indover Bank, Amsterdam and Chairman Board of Directors of Indover Bank, Hongkong

•      2006 – 2009              Assistant to Governor of Bank Indonesia

•      2010 – present         Advisor to Board of Indonesia Banking Development Institution (LPPI) with last position as Senior Faculty 

•      2011 – 2014              President Commissioner of PEFINDO Rating Agency

•      2014 – present         President Commissioner of PEFINDO Credit Bureau

•      2013 – 2014              President Commissioner of NISP Asset Management            

•      2013 – present         Vice President Commissioner of PT Aberdeen Asset Management

•      2014 – present         Commissioner of PEFINDO Research & Consulting

 

 

2.    Curriculum Vitae of appointed Independent Director is as follows:

 

Windiartono Tabingin

Independent Director

 

Educational Background:

•      1984   Bachelor of Economy, Jend. Soedirman University, Purwokerto

•      1994   Graduated Degree of Finance & HRM, Rensselaer Polytechnic Institute, New York

 

Working Experience :

•      1986 - 2012               Joined PT Bank Rakyat Indonesia, Tbk, with last position as Chief Auditor for West Java

•      2011 – 2012              Commissioner of PT Asuransi Jiwa Bringin Jiwa Sejahtera

•      2013 – present         Director of PT Bank QNB Indonesia Tbk

 

 

Jakarta, September 17th,  2015

 

PT Bank QNB Indonesia Tbk

Board of Directors

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