PT BANK CENTRAL ASIA TBK 
By PT BANK CENTRAL ASIA Tbk
ANNOUNCEMENT
RESOLUTIONS OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
On 7 April 2014 at the Bali Room, Hotel Indonesia Kempinski, Jalan M.H. Thamrin No. 1, Jakarta 10310, PT BANK CENTRAL ASIA Tbk, a limited liability company engage in the banking sector incorporated under the laws of the Republic of Indonesia, domiciled in Central Jakarta (the "Company") held its Annual General Meeting of Shareholders (the "Meeting").
The Meeting has adopted resolutions, the highlights of which shall be herein below described:
I. Approving the Annual Report, including the Board of Commissioners' Report on its Supervisory Duties, for the financial year ended 31 December 2013 as contained in the 2013 Annual Report;
II. Ratifying the Company's financial statements, which include the Balance Sheet and Profit and Loss Statement for the financial year ended 31 December 2013, as has been audited by the Public Accounting Firm of Siddharta & Widjaja, member of KPMG International, as evident in the Company's 2013 Annual Report;
III. Granting a release and discharge of liabilities (acquit et decharge) to members of the Company's Board of Directors and Board of Commissioners for their respective management and supervisory actions taken during the financial year ended 31 December 2013, to the extent that such actions were set out in the Company's Annual Report and Financial Statements for the financial year ended 31 December 2013 and any relevant supporting documents thereof.
I. Resolving to accept that the Company's net income for the year 2013, as set out in the Company's Balance Sheet and Profit and Loss Statement for the financial year ended 31 December 2013, as audited by the Public Accounting Firm of Siddharta & Widjaja, member of KPMG International, amounted to Rp 14,253,831,087,099.- (fourteen trillion two hundred fifty-three billion eight hundred thirty-one million eighty-seven thousand ninety-nine Rupiah) ("Net Income for 2013").
II. Resolving that the Company's Net Income for 2013, which amounted to Rp 14,253,831,087,099.- (fourteen trillion two hundred fifty-three billion eight hundred thirty-one million eighty-seven thousand ninety-nine Rupiah), shall be appropriated as follows:
1. Rp 142,538,310,871.- (one hundred forty-two billion five hundred thirty- eight million three hundred ten thousand eight hundred seventy-one Rupiah) shall be appropriated for a reserve fund;
2. Rp 2,958,601,200,000.- (two trillion nine hundred fifty-eight billion six hundred one million two hundred thousand Rupiah) or Rp 120.- (one hundred twenty Rupiah) per share shall be distributed as cash dividends for the financial year ended 31 December 2013 to the shareholders entitled to receive the cash dividends, the amount of which included the interim dividends amounting to Rp 1,109,475,450,000.- (one trillion one hundred nine billion four hundred seventy-five million four hundred fifty thousand Rupiah) or Rp 45.- (forty-five Rupiah) per share has been paid by the Company on 17 December 2013; accordingly, the remaining dividends are Rp 1,849,125,750,000.- (one trillion eight hundred forty-nine billion one hundred twenty-five million seven hundred fifty thousand Rupiah) or Rp 75.- (seventy-five Rupiah) per share.
As regards the payment of the dividends, the following terms and conditions shall apply:
(i) the remaining dividends for the financial year 2013 will be paid for each share issued by the Company recorded in the Company's Register of Shareholders as at the record date, which will be determined by the Board of Directors;
(ii) as regards such remaining dividends for the financial year 2013, the Board of Directors shall withhold tax thereon pursuant to the tax regulations in force;
(iii) the Board of Directors is granted the power of attorney and authority to determine matters concerning or relating to the payment of the remaining dividends for the financial year 2013, including (but not limited to):
(aa) determining the record date as referred to in clause (i) to determine which shareholders are entitled to receive payments of the remaining dividends for the financial year 2013; and
(bb) determining the date of payment of the remaining dividends for the financial year 2013, in each case without prejudice to the regulations of the Stock Exchange where the Company's shares are listed;
3. With due observance of Regulation of Bank Indonesia number
8/4/PBI/2006 dated 30 January 2006 on the Implementation of Good Corporate Governance for Commercial Banks and its amendments in conjunction with Article 71 paragraph (1) of Law No. 40 of 2007 on Limited Liability Companies, and the consideration of the Board of Commissioners after taking into account the inputs from the Remuneration and Nomination Committee as evident in the letter of the Remuneration and Nomination Committee dated 4 March 2014 number 001/SK/KRE/2014, the Meeting has determined a maximum of Rp 213,807,466,306.- (two hundred thirteen billion eight hundred seven million four hundred sixty-six thousand three hundred six Rupiah) to be paid as tantieme to members of the Board of Commissioners and Board of Directors who served in the Company over the financial year 2013.
- Granting power and authority to FARINDO INVESTMENTS (MAURITIUS) LIMITED, qualitate qua (qq) Mr. ROBERT BUDI HARTONO and Mr. BAMBANG HARTONO, as the majority shareholder of the Company for the time being, to determine the distribution of tantieme among the members of the Board of Commissioners and Board of Directors who served in the Company in and over the financial year 2013, including all matters related to such tantieme payment, provided that the amount of tantieme to be paid to the members of the Company's Board of Commissioners and Board of Directors is reported in the Annual Report for the financial year 2014;
4. The remaining amount of the Net Income for 2013 that has not been allocated for any specific use, namely in the amount of at least Rp 10,938,884,109,922.- (ten trillion nine hundred thirty-eight billion eight hundred eighty-four million one hundred nine thousand nine hundred and twenty-two Rupiah) shall be determined as retained earnings.
III. Resolving that such power as described in point II above shall be effective as of the date on which the proposal put forward under this point is approved by the Meeting.
I. Approving the resignation of Mr. RENALDO HECTOR BARROS as Director of the Company with effect from 1 June 2014, and further granting a release and discharge of liabilities (acquit et decharge) to Mr. RENALDO HECTOR BARROS in connection with all management actions he took during his term of office, to the extent that such actions are reflected in the Company's books and records;
- Furthermore, the Meeting expressed its highest appreciation and gratitude to Mr. RENALDO HECTOR BARROS for his dedication and service during his past term of office as Director of the Company.
II. Appointing Mr. RUDY SUSANTO as Director, which shall be effective upon the Financial Services Authority (the "FSA") approval for such appointment or as from 1 June 2014, whichever is later;
III. Without prejudice to the independency of other members of the Board of Directors, the Meeting designated Mr. ERWAN YURIS ANG as an Independent Director of the Company in accordance with the Decision of the Board of
Directors of PT Bursa Efek Indonesia dated 20 January 2014 No. Kep-
00001/BEI/01-2014 regarding the Amendment to Regulation I-A on the Registration of Shares and Equity Securities other than Shares issued by the Listed Company, with effect from the close of this Meeting;
IV. Stipulating that as at the close of the Meeting, the composition of the
Company's Board of Commissioners and Board of Directors shall be as follows:
Board of Commissioners
President Commissioner : Mr. Insinyur DJOHAN EMIR SETIJOSO; Commissioner : Mr. TONNY KUSNADI;
Independent Commissioner : Mr. CYRILLUS HARINOWO; Independent Commissioner : Mr. Doktor RADEN PARDEDE; Independent Commissioner : Mr. SIGIT PRAMONO;
Board of Directors
President Director : Mr. JAHJA SETIAATMADJA;
Vice President Director : Mr. EUGENE KEITH GALBRAITH; Director : Mrs. DHALIA MANSOR ARIOTEDJO; Director : Mr. ANTHONY BRENT ELAM; Director : Mr. SUWIGNYO BUDIMAN;
Director (concurrently as : Mr. TAN HO HIEN/SUBUR Director of Compliance) also known as SUBUR TAN; Director : Mr. RENALDO HECTOR BARROS; Director : Mr. HENRY KOENAIFI;
Director : Mr. ARMAND WAHYUDI HARTONO; Independent Director : Mr. ERWAN YURIS ANG;
Director : Mr. RUDY SUSANTO;
Provided that Mr. RENALDO HECTOR BARROS shall remain in office as Director of the Company until 31 May 2014;
The appointment of Mr. RUDY SUSANTO as Director of the Company shall be effective upon or as from the date of approval by the FSA for such appointment, or as from 1 June 2014, whichever is later, with a term of office until the close of the 2016 Annual General Meeting of the Company;
The term of office of the other members of the Board of Commissioners and the Board of Directors shall be effective until the close of the 2016 Annual General Meeting of the Company.
In accordance with the provisions of Article 12 paragraph 9 of the Company's Articles of Association, the Meeting shall grant authority to the Board of Commissioners to determine the distribution of authority and duties among the members of the Board of Directors.
V. Granting power and authority to the Board of Directors of the Company, with the right of substitution, to state such resolution on the composition of the Board of Commissioners and the Board of Directors before a Notary to be expressed in a notarial deed, and also express in a notarial deed the composition of the Board of Commissioners and the Board of Directors upon the FSA approval in connection with such resolution of the Meeting, and further provide a notice to the competent authorities, and take any and all necessary actions in relation to such resolution in accordance with the prevailing laws and regulations;
VI. Stipulating that the grant of power as specified in item V of this resolution be effective upon the Meeting's acceptance of the proposals on this agenda.
I. (i) Granting full power and authority to FARINDO INVESTMENTS (MAURITIUS) LIMITED qualitate qua (qq) Mr. ROBERT BUDI HARTONO and Mr. BAMBANG HARTONO, as the majority shareholder of the Company, to determine the amount of the honoraria and other benefits to be paid by the Company to the members of the Board of Commissioners who serve in the Company over the financial year 2014;
(ii) granting full power and authority to the Company's Board of Commissioners to determine the amount of salary and other benefits to be paid by the Company to the members of the Board of Directors who serve in the Company over the financial year 2014.
In exercise of the power and authority mentioned above:
i. FARINDO INVESTMENTS (MAURITIUS) LIMITED qualitate qua (qq) Mr. ROBERT BUDI HARTONO and Mr. BAMBANG HARTONO, as the majority shareholder of the Company for the time being, shall consider the recommendations of the Board of Commissioners, which shall consider the recommendations of the Remuneration and Nomination Committee;
ii. The Board of Commissioners shall consider the recommendations of the Remuneration and Nomination Committee;
II. Resolving that such power and authority as described in point I above shall be effective as of the date on which the proposal put forward under this point is accepted and approved by the Meeting;
III. The amount of salary or honoraria and benefits to be paid by the Company to the members of the Board of Directors and the Board of Commissioners who serve in the Company over the financial year 2014 shall be set out in the 2014
Annual Report;
I. Granting power and authority to the Board of Commissioners to appoint a Registered Public Accounting Firm with a global network of member firms (including a Registered Public Accountant from such Registered Public Accounting Firm) to audit the books and records of the Company for the financial year ended 31 December 2014 and to determine the amount of honoraria and other conditions in relation to the appointment of such Registered Public Accounting Firm with a global network of member firms (including a Registered Public Accountant from such Registered Public Accounting Firm) with due observance of the recommendations of the Audit Committee and the prevailing laws and regulations, among others regulations in the field of Capital Markets.
II. Resolving that such power and authority shall be effective as of the date on which the proposal put forward under this point is accepted and approved by the Meeting.
I. Granting power and authority to the Company's Board of Directors (with the approval of the Board of Commissioners), to the extent that the financial condition of the Company allows, to determine and pay interim dividends for the financial year ended 31 December 2014, provided that to ensure compliance with Article 72 of Law No. 40 of 2007 on Limited Liability Companies, if the interim dividends shall be distributed, then the distribution must be made prior to the end of the financial year 2014 to the shareholders, including determining the form, amount and manner of payment of such interim dividends, without prejudice to the approval of any competent authorities and the prevailing laws and regulations.
II. Resolving that such power and authority shall be effective as of the date on which the proposal put forward under this point is accepted and approved by the Meeting.
Jakarta, 10 April 2014
PT BANK CENTRAL ASIA Tbk
THE BOARD OF DIRECTORS
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