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2010 AGM's Resolution

NOTIFICATION

RESOLUTIONS OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

PT BANK CIMB NIAGA Tbk

 

In the Annual General Meeting of Shareholders (“Meeting”) of PT Bank CIMB Niaga Tbk (“the Company”) which was convened at the Financial Hall, Graha Niaga 2nd Floor, Jalan Jenderal Sudirman Kaveling 58, South Jakarta on 25 March 2010, have been decided matters which basically are as follows:

 

1.   Approving and well accepting the Company’s Annual Report for the 2009 book year including the supervisory report of the Company’s Board of Commissioners, and to ratify the  Consolidated Financial Report of the Company and its Subsidiaries for the 2009 book year which has been audited by the Public Accountant office of “Haryanto Sahari & Partners” (an affiliate of PricewaterhouseCoopers in Indonesia), with the opinion that the consolidated financial report fairly present all material matters, the consolidated financial position of the Company and its subsidiaries as per 31 December 2009, business results, and consolidated cash flow ending on 31 December, 2009 in accordance with the accounting principles generally prevailing in Indonesia as evident from its report dated 15 February, 2010 No: A 100215001/DC2/MWJ/I/2010;

 

In accordance with the provision of Article 11 paragraph 11.6 of the Company’s articles of association, the Meeting also granted full discharge and release to the members of the  Company’s Board of Directors and Board of Commissioners for their management and supervisory actions which they have conducted during the 2009 financial year , including to members of the Company’s Board of Directors and Board of Commissioners who have resigned during the 2009 financial year i.e: Mr. Hendrik Gezienus Mulder as Vice President Director, Mrs Thilagavathy Nadason and Mr. Gottfried Tampubolon respectively as Director, as well as Mr. Abdul Farid Alias as the Company’s Commissioner, such resignations have all been accepted in the Annual General Meeting of Shareholder (“AGM”) which was convened on 30 April,2009, provided that such actions are reflected in the Company’s Annual Report and Financial Report for the 2009 financial year, except for embezzlement, fraud, and other criminal acts.

2.      Approving the determination of the use of net profits for the 2009 financial year which totally amounting to Rp.1.568,130.000.000.- as follows :

a.      Not to set aside the net profits as mandatory reserves, because in accordance with Article 70 of the Limited Liability Company Law, the minimum requirement for mandatory reserves, which is 20 % from the amount of the paid up capital, has been fulfilled. The total amount of the Company’s mandatory reserves as per 31 December, 2009 is Rp. 351,538, 000,000 (or 22.64% from the paid up capital of Rp. 1,552,420,000,000);

b.       Not to perform the distribution of dividends, based on the consideration that the said entire Company’s 2009 financial year net profits will be used for;

                          i.         Development of the Company’s business, in which the Company among others has targeted credit growth at 21% for the year 2010; and

                       ii.         To maintain the Company’s Minimum Capital Adequacy Ratio in accordance with the prevailing laws and regulations;

c.      Therefore the Company’s entire net profits for the 2009 financial year, at the approximate amount of Rp. 1,568,130,000,000, shall be recorded as retained earnings;

3.      a.  Approving the appointment of the Accountant Public Office “Tanudiredja, Wibisana & Partners” (an affiliate of PricewaterhouseCoopers in Indonesia) as the Public Accountant who will audit the Company’s Financial Report for the 2010 financial year, and agree to grant authority to the Company’s Board of Commissioners to determine the amount of honorarium for the said Accountant Public Office, provided that such appointment will be effective after obtaining the approval of Bank Indonesia.

b. Approving the delegation of authority to the Company’s Board of Commissioners to appoint another Accountant Public Office to audit the Company’s Financial Report for the 2010 financial year if the appointment of the Accountant Public Office “Tanudiredja, Wibisana & Partners” is not approved by Bank Indonesia, with the provision that:

            i.    Such Accountant Public Office must be in the big four Accountant Public Offices in Indonesia;

ii.   The amount of honorarium and other appointment requirements for the said accountant public must be competitively and reasonably determined;

iii. The appointment of the said Accountant Public Office is not contrary to the prevailing laws and regulations.

4.  a.  Approving the determination of the amount of   salary/honorarium and allowances for the Company’s Board of Commissioners for the 2010 financial year at the maximum amount of Rp. 21,500,100,000 gross per annum,

b.   Approving the delegation of authorities to the Company’s Board of Commissioners to determine the amount of;

i. Salary/honorarium and other allowances as well as bonus/tantieme which are budgeted for members of the Company’s Board of Directors for the 2010 financial year

ii. Salary/honorarium and other allowances whichare budgeted for members of the Company’s Syariah Supervisory Board for the 2010 financial year, with the provision that the Board of Commissioners is obliged to observe the advice/opinion of the Nomination and Remuneration Committee .

5.   a.  Approving and well accepting the resignation of Mr. Suhaimin Djohan as the Company’s Director which shall be effective as of 2 March 2010, and to grant discharge and release for the management actions which have been conducted during  his term of office until the effective date of his resignation, provided such management actions are  reflected in the Company’s books and as far as they are approved and ratified by the AGM for the 2010 financial year which will be conducted in 2011;

b.   Approving the appointment of the Company’s Board of Commissioners and Board of Directors, with term of office as of the closing of the Meeting  until the closing  of the AGM for the 2012 financial year which shall be convened in the year 2013, ie.

 

            BOARD OF DIRECTORS:

-         Mr. Arwin Rasyid as President Director ;

-         Mr. Daniel James Rompas as Vice President Director ;

-         Mrs. Catherinawati Hadiman as Vice President Director ;

-         Mr Handoyo Soebali as Director ;

-         Mr. Paul Setiawan Hasjim as Director ;

-         Mrs. Lydia Wulan Tumbelaka as Director (also as Director of Due Diligence ) ;

-         Mr. Ferdy Sutrisno as Director ;

-         Mr. M.Fadzil Sulaiman as Director ;

-         Mr. Wan Razly Abdullah as Director ; and

-         Mrs. Rita Mas’Oen as Director.

 

BOARD OF COMMISSIONERS:

-         Dato’ Mohd. Shukri Hussin, as President Commissioner

-         Mr.  Roy Edu Tirtadji, as Vice President Commissioner (also as Independent Commissioner)

-        Mrs. Sri Hartina Urip Simeon, Commissioner (also as Independent Commissioner)

-        Mr. Zulkifli M. Ali, as Commissioner (also as Independent Commissioner)

-        Mr. Ananda Barata, as Commissioner (also as Commissioner Independent)*);

-         Mr. Joseph Dominic Silva, as Commissioner

-         Mrs. Hamidah Naziadin as Commissioner **); and

-         Mr. Glenn Muhamad Surya Yusuf as Commissioner **);

*)  also as Commissioner Independent to be effective as of the approval from Bank Indonesia is obtained.

**) also respectively as Commissioner to be effective as of  the approval from Bank Indonesia is obtained.

 

 

c.   Approving the appointment of members of the Company’s Syariah Supervisory Board with their term of office to be effective as of the closing of the Meeting until the closing of the Company’s AGM for the 2012 financial year which will be convened in the year 2013, i.e :

- Prof.Dr.M.Quraish Shihab, MA as Chairman also as a member ;

- Prof.Dr.Fathurrahman Djamil, MA as a member ; and

- Mr.M. Taufik Ridlo, Lc, Dipl.Ec. as a member.

By not diminishing the requirements from Bank of Indonesia in accordance with the prevailing  laws and regulations.

d.       Approving the granting of authority and proxy to the Company’s Board of Directors with the right of substitution to re-declare the resolutions concerning the amendment to the composition of the Company’s Board of Commissioners and Board of Directors as well as the Company’s Syariah Supervisory Board in a notary deed, and to notify the Minister of Law and Human Rights as well as to  register in the Company Registry and for such to take all actions deemed necessary in accordance with the prevailing laws and regulations.

6.  In the Meeting it is also reported that by the expiration of the term of office of the Audit Committee after the closing of the Meeting, the Company’s Board of Commissioners, by observing the recommendation of the Nomination and Remuneration Committee Meeting, has decided to approve the appointment of the composition members of the Company’s Audit Committee which is to be effective as of the closing of the Meeting until the closing of the Company’s AGM for the 2012 financial year which will be convened in the year 2013, i.e :

-          Chairman : Mr. Zulkifli M. Ali ;

-          Member    : Mr. Ananda Barata ;

-          Member    : Mr. Sukrisno Agoes ;

-          Member    : Mr. Binhadi ;

-          Member    : Mr. Jusuf Halim ; and

-          Member    : Mr. Joseph Dominic Silva.

 

Information of the result of this Meeting, is also available at the website of the Company (www.cimbniaga.com)

 

                                                                     

                                                           Jakarta, 29 March 2010

                                                           The Company’s Board of Directors

 

Announced in Bisnis Indonesia and Investor Daily on 29 March 2010

 

 

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