Explanation of The Agenda for Annual General Meeting of Shareholders of PT Bank QNB Indonesia Tbk

Web Posted on : Mon, 25 Jan 2016

EXPLANATION OF THE AGENDA FOR
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
PT BANK QNB INDONESIA Tbk

In relation to the plan to hold the Annual General Meeting of Shareholders (“Meeting”) of PT Bank QNB Indonesia Tbk (the “Company”) on Tuesday, 16 February 2016, the Company has announced in the daily newspaper Investor Daily:

  • Preliminary Notice of the Meeting on 8 January 2016.
  • Formal Notice of the Meeting on 25 January 2016.

Furthermore, in compliance with Regulation of the Financial Services Authority No. 32/POJK.04/2014 dated 8 December 2014 regarding the Plan and Implementation of the General Meeting of Shareholders of Publicly-Held Company, the Company hereby provides the explanation of its Agenda, as follows:

Agenda

  1. Approving of the Company’s Annual Report, including the Board of Directors’ Report, the Board of Commissioners’ Supervisory Report and the Financial Statement for the fiscal year ended 31 December 2015.
  2. Determining the allocation for the Company’s net profit for the fiscal year ended 31 December 2015.
  3. Appointing Public Accountant for the fiscal year 2016.
  4. Approving the changes in the composition of the Company’s Board of Directors and/ or Board of Commissioners.
  5. Determining of honoraria / salaries and other allowances for each member of the Company’s Board of Directors and Board of Commissioners.
  6. Accountability report on the use of proceeds from the Rights Issue II.

Explanation of the Agenda

The first item on the Agenda:
In accordance with Article 11 paragraph 7 (a) and Article 21 paragraph 3 of the Company's Articles of Association; Article 69 of Law No. 40 of 2007 on Limited Liability Companies (the “Company Law”), it is proposed that the Meeting approves the Annual Report of the Company for the year ended 31 December 2015 including the Board of Directors’ Report, the Board of Commissioners’ Supervisory Report and approve the Financial Statements for the fiscal year ended 31 December 2015 which was audited by the Public Accountants Firm of Purwantono, Sungkoro & Surja, affiliate of Ernst & Young Global Limited as specified in No. RPC-216/PSS/2016 dated 11 January 2016, with an unqualified opinion.

By granting approval for Annual Report of the Company including the Board of Directors’ Report, the Board of Commissioners’ Supervisory Report and the Financial Report for the fiscal year ended 31 December 2015, then the Meeting shall grant full acquittal and discharge (acquit et de charge) to the Board of Directors of the Company and the Board of Commissioners of the Company for their management and supervision in the year ended 31 December 2015 provided that the management and supervision are reflected in the Company’s Annual Report for the year ended 31 December 2015.

The second item on the Agenda:
In accordance with Article 11 paragraph 7(b) and Article 22 paragraph 1 of the Company's Articles of Association: it is proposed that the Meeting approves the allocation of the Company’s net profit for the fiscal year ended 31 December 2015 as defined in the Company’s Financial Statements which has been approved by the Meeting, deducted by Rp. 1 billion for general reserve, in compliance to Article 70 paragraph 1 of the Company Law, to strengthen the Bank’s capital and there’s no dividend distribution.

The third item on the Agenda:
In accordance with Article 11 paragraph 7 (c) of the Company's Articles of Association and Article 68 of the Company Law: it is proposed that the Meeting appoints the Public Accountants Firm of Purwantono, Sungkoro & Surja, affiliate of Ernst & Young Global Limited as the Company’s Public Accountant who will audit the Financial Statement of the Company for the fiscal year 2016.

The proposal was based on recommendation from the Audit Committee to the Board of Commissioners of the Company to be in further proposed to the Meeting.

The forth item on the Agenda:
In accordance with Article 15 paragraph 9 and paragraph 12, and Article 18 paragraph 13 and paragraph 16 of the Company's Articles of Association: it is proposed that the Meeting approves the changes in the composition of the Company’s Board of Directors and/ or Board of Commissioners.

The Board of Commissioners received the recommendation from the Remuneration & Nomination Committee and propose the changes in the composition of the Company’s Board of Directors and Board of Commissioners as follows:

  • To accept the resignation of Mr. Muthu Chidambaram as Commissioner, Mr. Andrew McGregor Duff as President Director of the Company. The resignation will be effective since 28 February 2016;
  • To accept the resignation of Mr. Rusli as Director of the Company. The resignation will be effective after closed of the Meeting;
  • To appoint Mr. Andrew McGregor Duff as Commissioner of the Company and Mr. M. Agus S. Meliala as Director of the Company. The term of office will be commencing from the date when each candidate passed the FSA’s Fit & Proper Test to the Annual General Meeting of the Shareholders of the Company held in 2018.

The Curriculum Vitae of the candidate of Commissioner and Director of the Company can be found in the last part of this document.

The fifth item on the Agenda:
In accordance with Article 15 paragraph 16 and Article 18 paragraph 18 of the Company’s Articles of Association; and Article 113 and Article 96 of the Company Law: it is proposed that the Meeting approves the honoraria/ salaries, and other allowances for each member of the Company’s Board of Directors and Board of Commissioners for year 2016, by providing authority to Qatar National Bank, S.A.Q. as the ultimate shareholders of the Company which owned 82.59% of Company’s shares to determine the honoraria/ salaries and other allowances for the fiscal year 2016 for each member of the Company’s Board of Commissioners and Board of Directors.

The sixth item on the Agenda:
In accordance with Regulation No X.K.4 regarding the report on the use of the proceeds from Public Offering, attachment of Decision of Capital Market Supervisory Agency No. KEP-27/PM/2003 dated 17 July 2013: it is reported to the Meeting that all of the proceeds from Rights Issue II, after deducted with the issuance expenses, amounted to Rp. 708,253,598,656.62,-. had been used entirely according to the prospectus. The report has been submitted to the FSA by the letter dated 11 January 2016.

Supported Data/Material

  1. The 2015 Annual Report of the Company can be accessed on the website of the Company www.qnb.co.id and also available at the Head Office of the Company since 25 January 2016 or the date of the final notice of the Meeting up to the date of the Meeting and can be obtained by filling a written request to the Corporate Secretary of the Company.
  2. Curriculum Vitae of the candidate of Commissioner and Director of the Company are as follows:
    • Curriculum Vitae of the candidate of the Company’s Commissioner

      Andrew McGregor Duff
      Citizen of Australia. Earned his Bachelor Degree in Law from the Queensland Solicitors Board Australia (1978).

      He has had a 33 year career in banking. Previously, he practised law with Heiser Bayly and McDonald until 1980 and then joined Citibank where he held numerous positions. His last position was Acting Country Head of Malaysia (1981-1999). He worked in Standard Chartered Bank with the last position as MENA Wholesale Head (2000-2003), Chief Operations Officer of Commercial Bank of Qatar (2004-2005), Chief Executive Officer of National Bank of Oman (2005-2007) and General Manager International of Qatar National Bank (2008-March 2013). He joined the Company as Commissioner in 2011-2013 and then appointed as President Director in 2013 to February 2016.

    • Curriculum Vitae of the candidate of the Company’s Director

      M. Agus S. Meliala
      Citizen of Indonesian. Earned his Bachelor Degree from Institute of Pertanian Bogor (1996).

      His banking career was started at Bank Nusa International from 1997 to 2000, followed by joining Bank Danamon in 2000 to 2007 with last position as Team Leader Commercial Banking. In 2007-2008 he was Team Leader SME-Commercial Banking at ABN AMRO Bank. Joined Bank UOB Indonesia in 2008 to 2011 with last position as Regional Commercial Banking for East Indonesia and Commercial Area Manager for Jakarta. Lastly, he joined the Company since January 2012 and currently serves as Head of Commercial Banking Division.

Jakarta, 25 January 2016
PT Bank QNB Indonesia Tbk
Board of Directors

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