EXPLANATION OF THE AGENDA AND MATERIALS OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS ( AGMS ) PT BANK VICTORIA INTERNATIONAL Tbk In accordance to the implementation of the Annual General Meeting Of Shareholders ( AGMS ) for financial year 2017 for PT Bank Victoria International Tbk ( the Company ), the event will be held on: Day/Date : Friday, 18 th May 2018 Time : 09.00 WIB end Location : Graha BIP, Function Hall, 11 th Floor Jalan Jend. Gatot Subroto Kav.23, Jakarta 12930 The plan to carry out the AGMS for the financial year of 2017 has been announced in several channels including the Kontan newspapers, the Company s website, and the website of Bursa Efek Indonesia (the Indonesian Stock Exchange) as well as the website of Otoritas Jasa Keuangan (OJK) on April 4, 2018. In addition, in compliance with the Article 13 of the Regulation of Otoritas Jasa Keuangan number 32 /POJK.04/2014 regarding the Planning and Convening General Meeting of Shareholders of Public Company ( POJK No.32 ), below is the explanation of the agenda of the AGMS for financial year 2017 : A. Explanation of the agenda of the AGMS for financial year 2017: 1. The Annual Report of the Company including the Report of the Board of Directors, and the Annual Financial Statement as well as the Board of Commissioners' supervisory report for the Financial Year which ends on December 31, 2017. Subject to the provisions of Articles 11 and 22 of the Articles of Association of the Company in conjunction with Article 66, Article 67, Article 68 and 69 of the Company Law, the AGMS proposes to approve the Company's Annual Report for the financial year ended on December 31, 2017, which has been audited by Public Accounting Firm Tanudiredja, Wibisana, Rintis & Rekan with Responsible Partner Drs. M. Jusuf Wibisana, M. Ec., Cpa With Fair Auditing Opinion In accordance with Report No. A180322002 / Dc2 / Mjw / 2018, Dated March 22, 2018. 2. Determination of the use of the Company's net profit for the financial year ended on 31 December 2017. As recorded in the company's financial report for the book ending on 31 December 2017 which has been ratified in the first meeting, the company has obtained net profit of Rp. 106,387,618,295 (one hundred six billion three hundred eighty seven million six hundred eighteen thousand two
hundred ninety five rupiah) after the deduction of Rp. 25,000,000,000 (Twenty Five Billion Rupiah) will be fully utilized to strengthen the Company's capital position and shall not be distributed as dividend. 3. To grant power and authority to the Shareholders to determine the honorarium of the members of the Board of Commissioners and to authorize the Board of Commissioners to determine the distribution of duties and authority of the members of the Board of Directors and the amount of salaries and allowances of the members of the Board of Directors. a. In compliance of Article 18 paragraph 18 of the Articles of Association of the Company in conjunction with Article 113 of the Company Law, the amount of salary and other allowances of members of the Board of Commissioners is determined by the General Meeting of Shareholders to propose to the Annual General Meeting of Shareholders to authorize and authorize the representatives of the Company's shareholders, PT Victoria Investama, Tbk the amount of honorarium for members of the Board of Commissioners for 2018. b. In compliance to the Article 16 paragraph 14 and Article 15 paragraph 18 of the Articles of Association of the Company juncto Article 92 paragraph 5 and paragraph 6 and Article 96 UUPT: approve and approve the transfer of power to the Board of Commissioners of the Company to determine the distribution of duties and authority of members of the Board of Directors and the amount of salary and benefits of Members Directors for 2018. 4. The appointment of a Public Accountant to audit the Company's books for the Financial Year 2018 and authorize the Board of Commissioners to determine the honorarium of such Public Accountant as well as other terms of appointment. Providing authority to the Board of Commissioners of the Company to appoint an Independent Public Accountant from an Independent Public Accounting Firm registered with the Financial Services Authority. In connection with the process of determining the Public Accountant to audit the Company's books to audit the Company's financial statements for the fiscal year 2018, taking into account the recommendations of the Audit Committee and delegating the authority to the Board of Commissioners to determine the amount of honorarium and other requirements relating to the appointment of such Public Accountant. 5. Changes to the Composition of the Management of the Company. In connection with the receipt of the letter of resignation of Mrs. Rita Gosal as Business Director dated January 31, 2018 and Letter of Resignation of Mr. Daniel Budirahayu on April 13, 2018, and the suggestion of PT. Victoria Investama Tbk as the Shareholder owning 45.43% of the shares placed by the Company and taking into account the recommendations of the Remuneration and Nomination Committee as follows:
AHMAD FAJAR PRESIDENT DIRECTOR CANDIDATE* Indonesian citizen, 52 years old. Born in Solo, January 22, 1966, earned a Bachelor of Agricultural Economics from IPB, Bogor, in 1988 and a Master of Finance from MM Program Padjadjaran University, Bandung, 2000 (cum laude) who has 27 years of Banking experience. He started his career at Bank Bumi Daya (BBD) as a credit analyst, managing the development of office network and then heavily involved in the field of Treasury, namely as Foreign Exchange Dealer, Money Market Dealer, Corporate Sales, Derivatives Dealer. At the time of the merger of Bank Mandiri, Bank Mandiri joined the Treasury Group of PT Bank Mandiri (Persero) after completing its study in 1999. The last position at Bank Mandiri was Vice President as Head of Fixed Income and Capital Market, Treasury Group. Previously appears as a President Director of Jtrust Bank as of 30 December 2014 previousely as Director at Jtrust since 2008. His last position was positioned as Non-Independent Commissioner as per December 2016.
DEBORA WAHJUTIRTO TANOYO DIRECTOR CANDIDATE* Indonesian citizen, 32 years old. Born in Surabaya in 1985. He earned a Bachelor of Science degree from the University of San Francisco, California in 2006 and earned his Master of Business Administration from the University of San Francisco, California in 2009. Started his career as Assurance Staff at Burr Pilger & Mayer LLP, San Fransisco 2007-2008. He was Senior Associate 2 at Ernst & Young LLP, Singapore in 2011-2013. In 2013 he joined PT Victoria Investama Tbk with the position of Finance Manager until 2014. In 2014-2015 he became Risk Management staff at PT Bank Victoria International Tbk and in 2014 he is also trusted to serve as Director of PT Victoria Investama Tbk until now.
LEMBING DIRECTOR CANDIDATE* Indonesian citizen, 53 years old. Born in Pekan Baru in 1964. He earned his Bachelor of Economy, Tarumanegara University in 1989. He started his career as an Export Import Staff at Golden Dragon in 1988-1989. In 2008-2009 he served as SME Regional Business Head at Bank Danamon Indonesia. In addition, he served as Director of Marketing at PT Elang Kurniasakti in 2012 until 2017, then in 2017 served as Neo SME Head in MayBank. His last position at Maybank was as Retail SME Banking Head. 6. Approval of new shares without pre-emptive rights (Non HMETD) through the Management Stock Option Program (MSOP) program. In accordance with the provisions of the Financial Services Authority Regulation No. 38 / POJK.04 / 2014 on the Addition of Open Company Capital Without Preemptive Rights Juncto Regulation of the Financial Services Authority Number 45 / POJK.03 / 2015 on the Application of Good Corporate Governance in Remuneration for Commercial Banks. 7. Report on the Realization of the Continual Use of Sustainable Bank Bonds I Bank Victoria Phase I of 2017 and the Realization Report on the Continuing Sustainable Banking Bond I Bank Victoria Phase I of 2017. Jakarta, 18 th May 2018 DIRECTORS PT BANK VICTORIA INTERNATIONAL, Tbk