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20250414_BFIN_Pemanggilan RUPS_31875403_lamp2.pdf
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SUMMONS TO
THE ANNUAL AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT BFI FINANCE INDONESIA Tbk
(“the Company”)
The Board of Directors hereby invites Shareholders of the Company (“the Shareholders”) to attend the
Annual General Meeting of Shareholders (“AGMS”) and the Extraordinary General Meeting of
Shareholders (“EGMS”) which will be held on:
Day/Date : Thursday/8 May, 2025
Time : 1:30 p.m. – finish, Western Indonesia Time
Place : BFI Tower
Sunburst CBD Lot 1.2
Jl. Kapt Soebijanto Djojohadikusumo
BSD City – South Tangerang 15322
Agenda of General Meeting of Shareholders is as follows:
I. Annual General Meeting of Shareholders:
1. a. The Company's Annual Report for the financial year ended on December 31, 2024, including the
duty and supervisory report of the Company’s Board of Commissioners for the financial year
ended on December 31, 2024; and
b. Ratification of the Company's Financial Statements for the financial year ended on December 31,
2024.
Explanation:
It is a routine agenda in the Company’s AGMS, in accordance with the Company’s Articles of
Association, Company Law No. 40 of 2007 and regulations issued by Financial Services Authority
(OJK Regulations).
The Annual Report 2024 can be download in company’s website (www.bfi.co.id).
2. The stipulation of the use of the Company’s net profit for the fiscal year 2024.
Explanation:
It is a routine agenda in the Company’s AGMS, in accordance with the Company’s Articles of
Association, Company Law No. 40 of 2007 and OJK Regulations.
The Company will propose a dividend distribution for the financial year ended on December 31,
2024.
3. Appointment of Public Accountant Office to audit the Company's Financial Statements for the fiscal
year 2025.
Explanation:
It is a routine agenda in the Company’s AGMS, in accordance with the Company’s Articles of
Association, Company Law No. 40 of 2007 and OJK Regulations.
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The Company will select a public accountant and/or public accounting firm in accordance with the
criteria as stipulated in the prevailing laws and regulations which will audit the Company's financial
statements for the financial year ended on 31 December 2025.
4. Granting the power and authority to the Company’s Board of Commissioners to act on behalf of the
General Meeting of Shareholders in terms of determining the distribution of duties and authorities
of the Board of Directors as well as determining the remuneration for members of the Board of
Directors and the Board of Commissioners.
Explanation:
It is a routine agenda in a Company’s AGMS, in accordance with the Company’s Articles of
Association, Company Law No. 40 of 2007 and OJK Regulations.
In accordance with Article 96 paragraph (1) of the Company Law, it is stated that the amount of
salary and allowances for the Board of Directors is determined based on the resolution of the GMS
and that authority based on Article 96 paragraph (2) can be delegated to the Board of
Commissioners and based on Article 113 of the Company Law stipulates that the provisions
regarding the amount of salary or honorarium and allowances for members of the Board of
Commissioners are determined by the GMS.
5. Report on the use of proceeds from the Company’s Public Offering.
Explanation:
It accordance with article 6 paragraph (1) of the Financial Services Authority Regulation Number
30/POJK.04/2015 concerning Realization Report of the Use of Proceeds from Public Offering.
Approval is not required for this agenda because it is only a report on the Realization of the Use of
Proceeds from the Public Offering.
II. Extraordinary General Meeting of Shareholders:
1. Approval to transfer the Company's assets and/or provide collateral for debts of the Company's
assets which constitute more than 50% (fifty percent) of the Company's total net assets in 1 (one) or
more transactions, whether related to each other or not which occur in period of 1 (one) financial
year or more, including in order to obtain loans from Banks and non-Banks, issue Bonds and
Medium Term Notes (MTN), carry out financing collaborations with Banks and non-Banks,
securitization and obtain loans from various other funding sources in the Company's normal
business activities including for the purposes of a Continuous Public Offering of Shelf Registration
Bonds in the 2025 Fiscal Year.
Explanation:
Approval in such agenda is in accordance with the Company’s Articles of Association, Company Law
No. 40 of 2007 and OJK Regulations.
Currently, almost all loans received by the Company from third parties include banking in the form
of term loans, working capital loans, issuance of bonds and issuance of Medium-Term Notes (MTN)
as well as sales / transfer of receivables, channeling and joint financing requires collateral, especially
receivables and fixed assets owned by the Company.
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In accordance with the provisions in Article 15 paragraph 4 (a) of the Company's Articles of
Association, to transfer the assets of the Company and / or guarantee more than 50% (fifty percent)
of the total net assets of the Company in 1 (one) transaction or more, whether related to one
another other or not, which occurs within a period of 1 (one) financial year or more in the normal
business activities of the Company, the approval of the GMS is required.
2. Approval of The Changes in The Management Composition of The Company.
Explanation:
In this agenda, the following will be discussed:
- Approval of the appointment of Tan Rudy Eddywidjaja as Director of the Company
- Approval of the appointment of Iwan as Director of the Company
Furthermore, the resume of the candidate Director can be seen on the Company's website
(www.bfi.co.id). The change in the composition of the Company's Management takes into account
the proposal from the Company's Nomination and Remuneration Committee and is implemented in
accordance with the provisions of the Company's Articles of Association, Company Law No. 40 of
2007 and OJK Regulations.
3. Approval of Amendments to the Company's Articles of Association.
Explanation:
a. Reduction of the Company's issued and paid-up capital by withdrawing all shares that have been
bought back by the Company (treasury shares) which results in a change to the Company's
Articles of Association, Article 4 paragraph (2).
Based on Company Law No. 40 of 2007 concerning Limited Liability Companies as amended
from time to time and OJK Regulation No. 29 of 2023 concerning Buyback of Shares Issued by
Public Companies (“POJK 29/2023”), where in accordance with the provisions of Article 21 letter
b of POJK 29/2023, shares resulting from the buyback can be transferred by being withdrawn
through a reduction in capital. Reduction of the Company's issued and paid-up capital by
withdrawing the Company's treasury shares must obtain the approval of the Company's
shareholders.
The Company intends to seek approval from the shareholders in the EGMS regarding the
Company's Capital Reduction plan by withdrawing all of the Company's treasury shares
originating from shares bought back by the Company and recorded as of December 31, 2024
amounting to 927,732,000 Shares.
Reduction of paid-in capital by withdrawing all of the Company's treasury shares does not cause
a reduction in the Company's Equity Balance, but only adjusts the items in the Company's Equity
section. If this capital reduction is implemented, the number of shares issued by the Company
will be reduced by 5.81% (five point eighty one percent).
b. Adjustment of Article 15 paragraph 3 letter (b) of the Company's Articles of Association, namely
the addition of several words to the sentence “providing debt guarantees or liabilities for the
benefit of a person, legal entity or company except for debt guarantees or liabilities for the
benefit of a person, legal entity or company provided including but not limited to in the context
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of issuing bonds, medium term notes or other debt instruments, loans to government
institutions, banks, non-bank financial industries, institutions, and/or other business entities or
other third parties, domestic or foreign, in one or more transactions, whether related to each
other or not in one or financial years, with due observance of the provisions of the Company's
Articles of Association and the prevailing laws and regulations as long as the term of the loan
either provided by government institutions, banks, non-bank financial industries, institutions,
and/or other business entities or other third parties, domestic or foreign, the term of the bonds,
the term of the medium term notes or seeking funds from third parties, or as long as the
Company's debts arising from loans from government institutions, banks, non-bank financial
industries, institutions, and/or other business entities or other third parties, domestic or
foreign, and/or the bonds and/or medium term notes mentioned above have not been paid off;
c. Amendment to Article 21 paragraph 8 of the Company's Articles of Association which is adjusted
to Article 20 paragraph 1 of POJK 14/2022 concerning Submission of Periodic Financial Reports
of Issuers or Public Companies whose securities are listed on the Stock Exchange are no longer
required to announce Periodic Financial Statements through Indonesian-language Daily
Newspapers with national circulation but only through the Stock Exchange website.
NOTES:
1. The Company does not send special invitations to the Company's Shareholders. This summons is an
official invitation for the Company's Shareholders and can also be seen on the Company's website
(www.bfi.co.id).
2. In order to facilitate an orderly Meeting, the shareholders or their attorneys are kindly requested to
arrive at the Meeting at the latest by 01:30 p.m. Western Indonesia Time.
3. The 2024 Annual Report of the Company and curriculum vitae of the Company's Commissioners are
available on the Company's website (www.bfi.co.id). Shareholders can also obtain these documents,
which will be available from the date of this notice until Thursday, 8 May, 2025 at 01:30 p.m.
Western Indonesia Time by submitting a written request to the Company through email
(corsec@bfi.co.id) to the Company.
4. Shareholders who are entitled to attend or be represented at the AGMS and EGMS, are
shareholders whose names are registered in the Register of Shareholders of the Company at the
close of trading on the Stock Exchange on 14 April 2025 at 4:00 p.m. Western Indonesia Time.
5. The Company urges Shareholders to register their attendance electronically or authorize the
Company's Securities Administration Bureau (“BAE”), PT Raya Saham Registra through the eASY.KSEI
application by taking into account the following matters:
a. Shareholders of the Company who can use the eASY.KSEI application are shareholders whose
shares are kept in KSEI collective custody;
b. The Company's Shareholders must first be registered in the KSEI Securities Ownership reference
facility ("AKSes KSEI"), For Shareholders who have not been registered, please register first
through the website (https://akses.ksei.co.id/);
c. In order to be able to use the eASY.KSEI application, Shareholders can access the eASY.KSEI
menu, the eASY.KSEI Login sub-menu which is located in the KSEI AKSes facility
(https://akses.ksei.co.id/);
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d. Shareholders of the Company can declare their presence electronically until May 7, 2025 at
12.00 p.m. Western Indonesia Time ("Deadline for Declaration of Attendance"), and cast their
votes via eASY.KSEI from the date of this Invitation until the Deadline for Declaration of
Attendance.
6. For the Company's Shareholders in the form of letters/scripts, the Company prepares a Conventional
Power of Attorney which can be downloaded through the Company's website
a. A power of attorney that has been completed and signed along with supporting documents can
be sent a scanned copy via email to rsrbae@registra.co.id and email to corsec@bfi.co.id. The
original power of attorney must be sent by registered letter to the Company's Securities
Administration Bureau (“BAE”), namely PT Raya Saham Registra, no later than May 7, 2025 at
1.30 p.m. Western Indonesia Time, at the following address:
PT Raya Saham Registra
Plaza Sentral Building 2nd Floor
Jl. Jend. Sudirman 47-48
Karet Semanggi
Jakarta 12930
b. Directors, members of the Board of Commissioners or employees of the Company can act as
proxy for shareholders with a conventional power of attorney at the Annual GMS and
Extraordinary GMS, but the votes cast as proxy are not counted in voting during the Annual GMS
and Extraordinary GMS.
7. a. Shareholders or their proxies who will attend the Meeting must show their Identity Cards.
b. Shareholders of the Company in the form of legal entity are required to submit a photocopy of
the latest articles of association and notarial deed regarding the appointment of member of the
board of commissioners and directors or management who are still in office at the Meeting, to
the registration officer at the registration site before entering the Meeting room.
c. Shareholders who shares are registered in collective custody at PT Kustodian Sentral Efek
Indonesia (“KSEI”), or their proxies, are required to provide a Written Confirmation for the
Meeting (“KTUR”) to the registration officer.
8. One share entitles its holder to cast 1 (one) vote. If a shareholder has more than 1 (one) share, the
votes cast apply to all the shares owned by the shareholder.
South Tangerang, 15 April 2025
Board of Directors
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Financial Services Authority
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PT Raya Saham Registra
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PT Raya Saham Registra Plaza Sentral Building
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PT Kustodian Sentral Efek Indonesia
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