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Summary of The Resolutions of The Annual General Meeting of Shareholders and Summary The Resolutions of The Extraordinary General Meeting of Shareholders

PT Asuransi Bina Dana Arta Tbk

(“The Company”)

ANNOUNCEMENT

SUMMARY OF THE RESOLUTIONS OF THE ANNUAL GENERAL MEETING OF

SHAREHOLDERS AND SUMMARY THE RESOLUTIONS OF THE EXTRAORDINARY

GENERAL MEETING OF SHAREHOLDERS

ANNUAL GENERAL MEETING OF SHAREHOLDERS

Summary of the Resolutions of the Annual General Meeting of Shareholders (“AGMS”) of PT ASURANSI BINA DANA ARTA Tbk., domiciled in South Jakarta (“the Company”) conducted on Monday, 27 April 2015, at the Batur Room – Mercantile Athletic Club, World Trade Center, Penthouse Floor, Jl. Jenderal Sudirman Kav. 31, Jakarta 12920, for which the Minutes of Meeting were stipulated in the deed of the Annual General Meeting of Shareholders of PT ASURANSI BINA DANA ARTA Tbk., dated 27 April 2015 No. 92, drawn by Kumala Tjahjani Widodo, Sarjana Hukum, Magister Hukum, Magister Kenotariatan, Notary in Jakarta, containing the following:

a.
- Date of the AGMS: 27 April 2015
- Location of the AGMS: Batur Room – Mercantile Athletic Club, World Trade Center, Penthouse Floor, Jl. Jenderal Sudirman Kav. 31, Jakarta 12920
- Time of the AGMS: 14.24 – 15.13 WIB
- AGMS Agendas:
1. Approval of the Company’s Annual Report FY 2014 and Authorization of the Financial Statements of the Company for the year ended 31 December 2014, and Report of Accountability of the Board of Directors and the Board of Commissioners for the management and supervision conducted throughout 2014.
2. Determination of the use of net profit for FY014, where part of the net profit will be distributed as final dividends and the rest recorded as retained earnings.
3. Appointment of a Public Accountant to conduct audit of the Company’s Financial Statements for the year ended 31 December 2015 and authorization of the Board of Directors of the Company to determine the honorarium and other provisions for this audit service.
4. Handover of the authority of the Meeting to the Board of Commissioners to determine the salary or honorarium and other benefits to the members of the Board of Directors and determine the salary or honorarium and other benefits to the members of the Board of Commissioners of the Company for the year 2015.
5. Approval of the Company’s Corporate Plan for 2015 – 2019 and the Company’s Business Plan for 2015.
b. - Members of the Board of Directors attending the AGMS:
President Director/Independent Director : CANDRA GUNAWAN
Independent Director : EKA LISTIANI KARTONO
Director : DODY SJACHROERODLY
Director : JENI WIRJADINATA
- Members of the Board of Commissioners attending the AGMS:
President Commissioner : TJAN SOEN ENG
Independent Commissioner : HERLANI SUNARDI
Commissioner : MURNIATY KARTONO
- Member of the Supervisory Board attending the AGMS:
Chairman : Drs. SAFRUDDIN ROZALI, MM
c. - Number of shares with valid voting rights attending the AGMS: 533,912,744
- Percentage of total shares with valid voting rights: 86.00%.
d. - Offer made to all shareholders to ask questions and/or provide opinion regarding the agendas of the meeting.
e. Number of shareholders asking questions or providing opinion regarding the following agendas:
- for agenda 1: none
- for agenda 2: none
- for agenda 3: none
- for agenda 4: none
- for agenda 5: none
f. Mechanism for arriving at a resolution in the AGMS:
- resolutions are obtained through consensus.
- during the discussions the shareholders with valid voting rights attending the Meeting were asked whether they would vote against or abstain.

Should there be no dissenting or abstaining vote, the resolution will be considered achieved through consensus.

This is done verbally and by the raising of hands. Those not raising their hands will be considered as concurring.

If there is anyone dissenting or abstaining, the resolution is deemed to be unachievable through consensus, and thus a voting will be held.

In voting, the provisions in chapter 30 of the OJK Regulation dated 8 December 2014 No. 32/POJK.04/2014 should be heeded, in that abstain votes in a voting will be considered to be in support of the majority of the shareholders’ position.

g. Resolutions achieved through voting:
- Agenda 1:
Concurring : 533,912,744 shares (100%)
Dissenting : none
Abstaining : none
- Agenda 2:
Concurring : 533,912,744 shares (100%)
Dissenting : none
Abstaining : none
- Agenda 3:
Concurring : 533,912,744 shares (100%)
Dissenting : none
Abstaining : none
- Agenda 4:
Concurring : 533,912,744 shares (100%)
Dissenting : none
Abstaining : none
- Agenda 5:
Concurring : 533,912,744 shares (100%)
Dissenting : none
Abstaining : none
h. Resolutions of the AGMS:
Agenda 1 :
the following resolution was achieved through consensus:
1.
To approve the Company’s Annual Report for FY 2014;
2.
To authorize:
a.
The Company’s Financial Statements for the year ended 31 December 2014 as audited by the Public Accounting Firm PAUL HADIWINATA, HIDAJAT, ARSONO, ADE FATMA DAN REKAN in accordance with the Report No. PHHAAF/206/AF/RDA/2014 dated 13 March 2015.
b.
The Report of Supervisory Duties of the Board of Commissioners for FY 2014;
3.
To provide full discharge and acquittal to the members of the Board of Directors and the Board of Commissioners from all the responsibilities (acquit et de charge) of the management and supervision carried out throughout FY 2014, as long as these actions are stipulated in the notes and books of the Company and reflected in the Company’s Annual Report and Financial Statements of FY 2014.
Agenda 2 :
the following resolution was achieved through consensus: To appropriate the Company’s net income as follows:
1.
An amount of Rp 250,000,000 to be set aside as reserves in accordance with chapter 70 paragraph 1 of the Limited Liability Company Law No. 40/2007.
2.
An amount of Rp 52,768,567,800 to be determined as final dividend for FY 2014 and distributed in the form of cash dividend of Rp 85 per share;
3.
Remaining net income of Rp 119,228,151,200 to be recorded as retained earnings for the use of working capital and business development of the Company.
4.
Grant the power and authority to the Board of Directors of the Company to administer the procedures by which the cash dividend is distributed by taking into account the dividend payment procedures in line with the prevailing capital market regulations.
5.
Dividend less taxes in accordance with the prevailing regulations will be paid to the shareholders according to the following schedules and procedures:
Cum Dividend Period:
-
Trading in the Regular Market: 19 May 2015
-
Trading int the Cash Market: 22 May 2015
Ex Dividend Period:
-
Trading in the Regular Market: 20 May 2015
-
Trading int the Cash Market: 23 May 2015
Recording Date: 22 May 2015
Dividend Distribution: 29 May 2015
Agenda 3: the following resolution was achieved through consensus:
To grant authority to the Board of Directors of the Company to appoint a Public Accountant to audit the Company’s Financial Statements for the year ending 31 December 2015 and to grant authority to the Board of Directors of the Company to determine the honorarium and other provisions in relation to the audit service.
Agenda 4: the following resolution was achieved through consensus:
To hand over the authority of the General Meeting of Shareholders to the Board of Commissioners to determine the salary and/or honorarium and other benefits for the members of the Board of Directors and the Board of Commissioners of the Company for the year 2015.
Agenda 5: the following resolution was achieved through consensus:
To agree on the Company’s Corporate Plan for 2015 – 2019 and the Company’s Business Plan for 2015.

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

Summary of the Resolutions of the Extraordinary General Meeting of Shareholders (“EGMS”) of PT ASURANSI BINA DANA ARTA Tbk., domiciled in South Jakarta (“the Company”) conducted on Monday, 27 April 2015, at the Batur Room – Mercantile Athletic Club, World Trade Center, Penthouse Floor, Jl. Jenderal Sudirman Kav. 31, Jakarta 12920, for which the Minutes of Meeting were stipulated in the deed of the Annual General Meeting of Shareholders of PT ASURANSI BINA DANA ARTA Tbk., dated 27 April 2015 No. 93, drawn by Kumala Tjahjani Widodo, Sarjana Hukum, Magister Hukum, Magister Kenotariatan, Notary in Jakarta, containing the following:

a.
- Date of the EGMS: 27 April 2015
- Location of the EGMS: Batur Room – Mercantile Athletic Club, World Trade Center, Penthouse Floor, Jl. Jenderal Sudirman Kav. 31, Jakarta 12920
- Time of the EGMS: 15.27 – 15.46 WIB
- EGMS Agendas:
1. Change of the composition of the Company’s management, namely the appointment of a member of the Board of Commissioners of the Company, Mr. Ronni Widjaja, as Independent Commissioner.
2. Amendment to the Company’s Articles of Association in order to be in line with the POJK No. 32/POJK.04/2014, POJK No. 33/POJK.04/2014, and POJK No. 38/POJK.04/2014.
b. - Members of the Board of Directors attending the EGMS:
President Director/Independent Director : CANDRA GUNAWAN
Independent Director : EKA LISTIANI KARTONO
Director : DODY SJACHROERODLY
Director : JENI WIRJADINATA
- Members of the Board of Commissioners attending the EGMS:
President Commissioner : TJAN SOEN ENG
Independent Commissioner : HERLANI SUNARDI
Commissioner : MURNIATY KARTONO
- Member of the Supervisory Board attending the EGMS:
Chairman : Drs. SAFRUDDIN ROZALI, MM
c. - Number of shares with valid voting rights attending the EGMS: 534,164,244.
- Percentage of total shares with valid voting rights: 86.04%.
d. - Offer made to all shareholders to ask questions and/or provide opinion regarding the agendas of the meeting.
e. Number of shareholders asking questions or providing opinion regarding the following agendas:
- for agenda 1: none
- for agenda 2: none
f. Mechanism for arriving at a resolution in the EGMS:
- resolutions are obtained through consensus.
- during the discussions the shareholders with valid voting rights attending the Meeting were asked whether they would vote against or abstain.

Should there be no dissenting or abstaining vote, the resolution will be considered achieved through consensus.

This is done verbally and by the raising of hands. Those not raising their hands will be considered as concurring.

If there is anyone dissenting or abstaining, the resolution is deemed to be unachievable through consensus, and thus a voting will be held.

In voting, the provisions in chapter 30 of the OJK Regulation dated 8 December 2014 No. 32/POJK.04/2014 should be heeded, in that abstain votes in a voting will be considered to be in support of the majority of the shareholders’ position.

g. Resolutions achieved through voting:
- Agenda 1:
Concurring : 534,164,244 shares (100%)
Dissenting : none
Abstaining : none
- Agenda 2:
Concurring : 534,164,244 shares (100%)
Dissenting : none
Abstaining : none
h. Resolutions of the AGMS:
Agenda 1 :
the following resolution was achieved through consensus:
-
To appoint Mr. Ronni Widjaja as Independent Commissioner, with the term of office equivalent to the term of office of other members of the Board of Commissioners, i.e. ending on 30 April 2018.
-
Therefore the composition of the Company’s management up to 30 April 2018 is as follows:
Board of Directors :
President Director/Independent Director : Candra Gunawan
Independent Director : Eka Listiani Kartono
Director : Dody Sjachroerodly
Director : Jeni Wirjadinata
Board of Commissioners attending the EGMS:
President Commissioner : Tjan Soen Eng
Independent Commissioner : Herlani Sunardi
Independent Commissioner : Ronni Widjaja
Commissioner : Murniaty Kartono
a.
The Company’s Financial Statements for the year ended 31 December 2014 as audited by the Public Accounting Firm PAUL HADIWINATA, HIDAJAT, ARSONO, ADE FATMA DAN REKAN in accordance with the Report No. PHHAAF/206/AF/RDA/2014 dated 13 March 2015.
b.
The Report of Supervisory Duties of the Board of Commissioners for FY 2014;
3.
To provide full discharge and acquittal to the members of the Board of Directors and the Board of Commissioners from all the responsibilities (acquit et de charge) of the management and supervision carried out throughout FY 2014, as long as these actions are stipulated in the notes and books of the Company and reflected in the Company’s Annual Report and Financial Statements of FY 2014.
Agenda 2 :
the following resolution was achieved through consensus:

NOTE ON THE DISTRIBUTION OF DIVIDENDS:

1. To amend and change the provisions in the Company’s Articles of Association in line with the design of the amendment of the Company’s Articles of Association, as previously distributed prior to entering the Meeting venue, and altogether rearrange the entirety of the Company’s Articles of Association.
2.
To grant power and authority to the Board of Directors to state the resolutions of the meeting on the amendment to the Company’s Articles of Association and the rearrangement of the entirety of the Company’s Company’s Articles of Association as well as the change of the management of the Company in Agenda 1, and to grant authority to the Board of Directors of the Company and or Notary either altogether or individually to apply for the government’s approval of said amendment of the Company’s Articles of Association, and to make all the Changes and or possible addenda for change or consideration by the authorities required to obtain said approval, and to report and register this in the Company’s Listing Requirements.
1. To shareholders whose shares are registered on the Collective Custodianship of PT Kustodian Sentral Efek Indonesia (KSEI), payment of cash dividends will be made through the KSEI account holders.
2. Shareholders whose names are not yet registered on the Collective Custodianship of PT Kustodian Sentral Efek Indonesia (KSEI), and who wish that the cash dividends be distributed through bank transfer to their respective bank accounts, should inform in writing their bank name and account number at the latest on 21 May 2015 to the Share Registrar PT Ficomindo Buana Registrar, domiciled at Mayapada Tower 10th Floor, Suite 02B, Jl. Jenderal Sudirman Kav. 28, Jakarta 12920 – Phone (021) 5212316/17.
3. On the distribution of dividends, shareholders will be subject to income tax in line with the prevailing regulations.
4. Foreign shareholders whose countries have an agreement on the pervention of double taxation with Indoensia will be required to submit their Domicile Information Letter issued by the authorities from their country or a legalized copy of said document. Dividends paid to foreign shareholders will be subject to PPh 26 based on the international agreement, and those failing to produce said Domicile Information Letter will be subject to a 20% tax.

Jakarta, 29 April 2015

PT Asuransi Bina Dana Arta Tbk

BOARD OF DIRECTORS