Friday, March 9 2018

08.00 – 12.00 WIB

Belitung Room, Plaza Mandiri Lt. 2

Jl. Gen. Gatot Subroto Kav. 36-38, Jakarta.

1. Approval of the Company's Annual Report and ratification of the Financial Report and Supervisory Duties Report of the Board of Commissioners for the Financial Year ending 31 December 2017.
2. Proposed Use of the Company's Net Profit for the Financial Year ending 31 December 2017.
3. Approval of the appointment of a Public Accounting Firm to audit the company's financial statements ending on December 31 2018.
4. Proposal for determining salaries for members of the Board of Directors, honorarium for members of the Board of Commissioners and determining other allowances including bonuses for all members of the Board of Directors and members of the Board of Commissioners of the Company.
5. Agreement to transfer and/or pledge more than 50% of the Company's assets as collateral for debt in the name of the Company in order to obtain new funding originating from banking sources and/or the issuance of securities.
6. Accountability Report on the Realization of the Use of Proceeds from the Public Offering of Sustainable Bonds III Mandiri Tunas Finance Phase II 2017.
7. Proposed changes to the Company's Articles of Association.
8. Approval of changes to the composition of the Company's Board of Directors.

All members of the Company's Board of Commissioners and Directors who attended the Annual GMS, namely:

Board of Commissioners

Chief Commissioner : Rico Setiawan

Commissioner : Harry Gale

Independent Commissioner : Ravik Karsidi

Directors

Main Director : Ignatius Susatyo Wijoyo

Director : Arya Suprihadi

2,500,000,000 (two billion five hundred million) shares

All decisions at the GMS are taken by deliberation to reach consensus, no voting takes place.

First Agenda

Approve and accept the Company's Annual Report for the financial year ending 31 December 2017, and ratify the Company's Annual Financial Report for the financial year ending 31 December 2017 which has been audited by the Purwantono, Sungkoro & Surja (a member firm of Ernst & Young Global Limited) with a Fair opinion in all material matters, thereby providing full repayment and release of liability (volledig acquit et de charge) to the Board of Commissioners of the Company for supervisory actions, and to the Board of Directors of the Company for actions in management and exercise of authority, which have been carried out in the financial year ending 31 December 2017, as long as these actions do not constitute criminal acts and actions This is reflected in the Company's Annual Report and Annual Financial Report for the financial year ending 31 December 2017.

Second Agenda

Approve and determine the Company's Net Profit for the 2017 Fiscal Year amounting to IDR 350,241,513,915.64 as follows:

• Distribute cash dividends in the amount of 10% (ten percent) of total net profit or IDR 35,024,151,391.56 which will be distributed proportionally to the Company's Shareholders, namely PT Bank Mandiri (Persero) Tbk. and PT Tunas Ridean Tbk.
• The remaining Net Profit of the Company for the 2017 Fiscal Year amounting to 90% (ninety percent) of the total net profit or Rp. 315,217,362,524.08 will be recorded as the Company's retained earnings (retained earnings) which will be used to strengthen the Company's capital.

Third Agenda

• Approve and establish the Purwantono, Sungkoro & Surja (a member firm of Ernst & Young Global Limited) to audit the Company's Financial Report for the financial year ending 31 December 2018.
• Give authority to the Company's Board of Commissioners to determine the honorarium for the Public Accounting Firm and other requirements for the Public Accounting Firm and Auditor, as well as appointing a replacement Public Accounting Firm in the case of the Purwantono, Sungkoro & Surja (a member firm of Ernst & Young Global Limited), for whatever reason was unable to complete the audit of the Company's Financial Statements for the financial year ending 31 December 2018.

Fourth Agenda

Grant authority and power to the Board of Commissioners by first obtaining approval from the Company's Majority Shareholders to determine:

• Salaries for members of the Board of Directors and honorarium for the Board of Commissioners and provision of benefit facilities and/or other allowances for the financial year ending 31 December 2018.
• Tantieme for the performance of members of the Board of Directors and Board of Commissioners for the financial year ending 31 December 2018.

Fifth Agenda

Agree to grant power and authority to the Company's Board of Directors, with the approval of the Company's Board of Commissioners, as of the closing of this Meeting, to transfer and/or use more than 50% (fifty percent) of the Company's net assets as collateral for debts in the name of the Company in order to obtain new funding originating from banking sources and the issuance of bonds or securities, in 1 (one) or more transactions, whether related to each other or not, amounting to IDR 8,000,000,000,000 (eight trillion rupiah) in 2019. Where For every transfer and/or guarantee of the Company's net assets in multiples of IDR 1,000,000,000,000 (one trillion rupiah), the Board of Directors is required to make a written report to the Board of Commissioners regarding this implementation.

Sixth Agenda

Received the Accountability Report on the Realization of the Use of Proceeds from the Public Offering of Sustainable Bonds III Mandiri Tunas Finance Phase II 2017 amounting to IDR 850,000,000,000 (eight hundred and fifty billion rupiah).

Seventh Agenda

• Approve changes to Article 17 paragraph 1 of the Company's Articles of Association.
• Grant authority and power to the Board of Directors of the Company with the right to transfer this power to other people, to carry out all and every necessary action in connection with the decision to amend the Company's articles of association above, including but not limited to stating the results of this Meeting's decision in the Deed made before a Notary, and to subsequently notify the competent authorities, as well as carry out all and any necessary actions in connection with the decision in accordance with applicable laws and regulations.

Eighth Agenda

Approved changes to the composition of the Company's Board of Directors as follows:

• Accepted the resignation of Mr. Ignatius Susatyo Wijoyo from his position as President Director;
• Reappoint Mr. Harjanto Tjitohardjojo as Director of the Company;
• Appoint Mr. Arya Suprihadi as President Director of the Company;
• Appoint Mr. Armendra as Director of the Company.

Furthermore, starting from the closing date of the 2017 GMS, the composition of the Company's Board of Directors is as follows:

Directors:

President Director : Arya Suprihadi

Director : Harjanto Tjitohardjojo

Director : Armendra

The term of office of the members of the Company's Board of Directors mentioned above will end at the close of the third Annual GMS since the determination of their appointment, but without prejudice to the right of the GMS to dismiss them at any time in accordance with the Company's Articles of Association.

The distribution of cash dividends will be carried out no later than 30 (thirty) days from the date of the Annual GMS and paid proportionally according to the amount of share ownership to each shareholder of the Company, namely:

• PT Bank Mandiri (Persero) Tbk. – by 51%
• PT Tunas Ridean Tbk. – by 49%

Wednesday, 24 February 2016

12.00 – 14.00 WIB

Belitung Room, Plaza Mandiri Fl. 2

Jl. Gen. Gatot Subroto Kav. 36-38, Jakarta

1. Approval of the Report regarding the condition and operations of the Company, including approval of the Company's Financial Report and the Board of Commissioners' Supervisory Duties Report, for the financial year ending 31 December 2015;
2. Proposed use of the Company's net profit for the financial year ending 31 December 2015;
3. Proposal for the appointment of a Public Accounting Firm to audit the Company's Financial Statements ending on 31 December 2016;
4. Proposal for granting bonuses to the Board of Commissioners and Directors of the Company;
5. Proposal for determining salaries and allowances for members of the Board of Directors, as well as honorarium for members of the Company's Board of Commissioners;
6. Agreement to transfer and/or pledge more than 50% of the Company's assets as collateral for debt in the name of the Company in order to obtain new funding from banking sources and/or the issuance of securities;
7. Accountability Report on the Realization of the Use of Proceeds from the Public Offering of Sustainable Bonds I Mandiri Tunas Finance Phase III 2015.
8. Accountability Report on the Realization of the Use of Proceeds from the Public Offering of Sustainable Bonds II Mandiri Tunas Finance Phase I 2015;
9. Changes to the Company's Articles of Association.

The entire Board of Commissioners and Directors of the Company were present at the Annual GMS, namely:

Board of Commissioners

Chief Commissioner : Anton Setiawan

Commissioner : Sarastri Baskoro

Independent Commissioner : Hanifah Purnama

Board of Directors

Main Director : Ignatius Susatyo Wijoyo

Director : Harjanto Tjitohardjojo

Director : Ade Cahyo Nugroho

1 shareholder

Decision making for all Annual GMS agendas has been carried out by deliberation to reach consensus.

None

First Agenda

Approve and accept the Company's Annual Report for the financial year ending 31 December 2015, and ratify the Company's Annual Financial Report for the financial year ending 31 December 2015 which has been audited by the Public Accounting Firm Purwantono, Sungkoro & Surja (a member firm of Ernst & Young Global Limited)as stated in the Independent Auditor's Report number RPC-246/PSS/2016 dated 18 January 2016, with a fair opinion in all material matters, thus provide full release and discharge of responsibility (volledig acquit et decharge), to the Company's Board of Commissioners for supervisory actions, and to the Company's Board of Directors for actions in management and implementation of authority, which have been carried out in the financial year ending 31 December 2015, as long as these actions do not constitute criminal acts and these actions are reflected in the Company's Annual Report and Annual Financial Report for the financial year ending 31 December 2015 .

Second Agenda

Approve and determine the use of the Company's Net Profit for the 2015 financial year amounting to IDR 306,799,823,009.19,- as follows:

1. Distribute final dividends of 10% (ten percent) of the Company's total net profit, which will be paid by the Company to the Company's Shareholders for the financial year ending 31 December 2015 amounting to IDR 30,679,982,300.92 or IDR 12.27,- per shares that will be distributed to shareholders proportionally, namely PT Bank Mandiri (Persero) Tbk. and PT Tunas Ridean Tbk.
2. The remaining net profit in 2015 amounting to IDR 276,119,840,708.27 or 90% (ninety percent) of the total net profit will be recorded as the Company's retained earnings (retained earnings) which will be used to strengthen the Company's capital.

Third Agenda

1. Establish the Purwantono, Sungkoro & Surja(a member firm of Ernst & Young Global Limited) as the Public Accounting Firm that will audit the Company's Financial Statements for the financial year ending December 31 2016.
2. Grant authority to the Board of Commissioners to determine the honorarium and other requirements for the Public Accounting Firm, as well as appoint a replacement Public Accounting Firm in the case of the Purwantono, Sungkoro & Surja (a member firm of Ernst & Young Global Limited) for whatever reason was unable to complete the audit  Company Financial Report for the financial year ending 31 December 2016.

Fourth Agenda

Grant authority and power to the Board of Commissioners by first obtaining approval from the Majority Shareholders to determine the amount of bonuses given to members of the Company's Board of Directors and Board of Commissioners for the 2015 financial year.

Fifth Agenda

1. Give authority and power to the Board of Commissioners by first obtaining approval from the Majority Shareholders to determine the amount of salary and honorarium for members of the Board of Directors and Board of Commissioners for 2016.
2. Give authority and power to the Board of Commissioners by first obtaining approval from the Majority Shareholders to determine the amount of facilities and/or allowances for members of the Board of Directors and Board of Commissioners for 2016.

Sixth Agenda

Grant power and authority to the Company's Board of Directors, with the approval of the Company's Board of Commissioners, as of the closing of this Meeting, to transfer and/or use more than 50% (fifty percent) of the Company's net assets as collateral for debt in the name of the Company in order to obtain new funding originating from banking sources and the issuance of bonds or securities, in 1 (one) or more transactions, whether related to each other or not, amounting to IDR 5,500,000,000,000 (five trillion five hundred billion rupiah) in 2017. Where for every transfer and/or guarantee of the Company's net assets in multiples of IDR 1,000,000,000,000 (one trillion rupiah), the Board of Directors is required to make a written report to the Board of Commissioners regarding this implementation.

Seventh Agenda

Accountability Report on the Realization of the Use of Proceeds from the Public Offering of Sustainable Bonds I Mandiri Tunas Finance Phase III 2015.

Eighth Agenda

Accountability Report on the Realization of the Use of Proceeds from the Public Offering of Sustainable Bonds II Mandiri Tunas Finance Phase I 2015.

Ninth Agenda

Name of Shareholder : PT Bank Mandiri (Persero) Tbk

Power of Shareholders :

1. Hery Gunardi
2. Kartini Sally

Number of Shares Represented : Rp. 1,275,000,000 (51%)

Name of Shareholder : PT Tunas Ridean Tbk

Power of Shareholders :

1. Rico Setiawan
2. Tan Thomas Kae Jye

Number of Shares Represented : Rp. 1,225,000,000 (49%)

1 shareholder

Decision making for all Annual GMS agendas has been carried out by deliberation to reach consensus.

None

First Agenda

Approve and accept the Company's Annual Report for the financial year ending 31 December 2014, and ratify the Company's Annual Financial Report for the financial year ending 31 December 2014 which has been audited by the Public Accounting Firm Purwantono, Suherman & Surja (a member firm of Ernst & Young Global Limited) as stated in his Report number RPC-6603/PSS/2015 dated 23 January 2015, with a fair opinion in all material matters. Thus providing full release and discharge of responsibility (volledig acquit et decharge), to the Company's Board of Commissioners for supervisory actions, and to the Board of Directors The Company for actions in management and exercise of authority, which have been carried out in the financial year ending 31 December 2014, as long as these actions do not constitute criminal acts and these actions are reflected in the Company's Annual Report and Annual Financial Report for the financial year ending 31 December 2014.

Second Agenda

Approved and determined the use of the Company's Net Profit for the 2014 financial year amounting to IDR 233,987,692,521,- (two hundred thirty-three billion nine hundred eighty-seven million six hundred ninety-two thousand five hundred and twenty-one rupiah)  as follows:

1. Distribute final dividends of 10% (ten percent) of the Company's total net profit, which will be paid by the Company to the Company's Shareholders for the financial year ending 31 December 2014 amounting to Rp. IDR 23,398,769,252.10,- (twenty three billion three hundred ninety eight million seven hundred sixty nine thousand two hundred fifty two point ten Rupiah) or IDR 9.36 (nine point three six rupiah) per share  which will be distributed to shareholders proportionally, namely PT Bank Mandiri (Persero) Tbk. and PT Tunas Ridean Tbk.
2. Remaining net profit in 2014 amounted to IDR 210,588,923,268.90 (two hundred ten billion five hundred eighty eight million nine hundred twenty three thousand two hundred sixty eight point ninety Rupiah)  or 90% (ninety percent) of the total net profit will be recorded as the Company's retained earnings (retained earnings) which will be used to strengthen the Company's capital.

Third Agenda

1. Establish Public Accounting Firm Purwantono, Suherman & Surja (a member firm of Ernst & Young Global Limited) as the Public Accounting Firm that will audit the Company's Financial Statements for the financial year ending December 31 2015.
2. Grant power to the Board of Commissioners to determine the honorarium and other requirements for the Public Accounting Firm, as well as appoint a replacement Public Accounting Firm in the case of the Purwantono, Suherman & Surja (a member firm of Ernst & Young Global Limited) for whatever reason was unable to complete the audit  Company Financial Report for the financial year ending 31 December 2015.

Fourth Agenda

Grant authority and power to the Board of Commissioners by first obtaining approval from the Majority Shareholders to determine the amount of bonuses given to members of the Company's Board of Directors and Board of Commissioners for 2014.

Fifth Agenda

1. Give authority and power to the Board of Commissioners by first obtaining approval from the Majority Shareholders to determine the amount of salary and honorarium for members of the Board of Directors and Board of Commissioners for 2015.
2. Give authority and power to the Board of Commissioners by first obtaining approval from the Majority Shareholders to determine the amount of facilities and/or allowances for members of the Board of Directors and Board of Commissioners for 2015.

Sixth Agenda

Approved and granted power and authority to the Company's Board of Directors, with the approval of the Company's Board of Commissioners, as of the closing of this Meeting, to transfer and/or use more than 50% (fifty percent) of the Company's net assets as collateral for debts in the name of the Company in order to obtain new funding originating from banking sources and the issuance of bonds or securities, in 1 (one) or more transactions, whether related to each other or not, amounting to IDR 5,000,000,000,000 (five trillion rupiah) in 2016. Where For every transfer and/or guarantee of the Company's net assets in multiples of IDR 1,000,000,000,000 (one trillion rupiah), the Board of Directors is required to make a written report to the Board of Commissioners regarding this implementation.

Seventh Agenda

Approved to receive the 2014 Mandiri Tunas Finance Continuous Bonds I Continuous Public Offering Report 2014 amounting to Rp. 600,000,000,000,- (six hundred billion rupiah), after deducting issuance costs amounting to Rp. 1,386,000,000,- (one billion three hundred eighty six million rupiah), the Company obtained net funds amounting to IDR 598,614,000,000,- (five hundred ninety eight billion six hundred and fourteen million rupiah) which were all used by the Company as working capital for motor vehicle financing in accordance with the purpose of the use of funds as stated in the Additional Information of the Public Offering of Sustainable Bonds I Mandiri Tunas Finance Phase II of 2014, as reported in the Report on the realization of all proceeds from the Public Offering of Sustainable Bonds I of Mandiri Tunas Finance Phase II of 2014 to the Financial Services Authority via letter number:  070/MTF-CSC/VII/2014 dated July 14 2014.

Eighth Agenda

1. Approved the Amendment to the Company's Articles of Association, namely Article 3 concerning Aims and Objectives and Business Activities, Article 11 paragraph 3 point a concerning the Term of Office of the Board of Directors and Article 14 paragraph 3 point a concerning the Term of Office of the Board of Commissioners.
2. Grant authority and power to the Company's Directors with the right to transfer  power  this  to  other people, to carry out all and any necessary actions in connection with the decision to amend the Company's articles of association.

Ninth Agenda

Approved changes to the composition of the Company's Board of Directors as follows:

1. Reappoint Mr. Harjanto Tjitohardjojo as Director of the Company for the second term.
2. Appoint Mr. Ade Cahyo Nugroho as Director of the Company for the first term.

Appointment of Mr. Harjanto Tjitohardjojo and Mr. Ade Cahyo Nugroho is valid from the closing of this Meeting until the closing of the Company's 3rd Annual GMS since his appointment.

Therefore, the composition of the Company's Board of Directors as of the closing of the Meeting is as follows:

Directors :

Main Director : Ignatius Susatyo Wijoyo

Director : Harjanto Tjitohardjojo

Director : Ade Cahyo Nugroho

1. Grant authority and power to the Company's Directors with the right to transfer  power  this  to  other people, to carry out all and any necessary actions in connection with the decision to change the composition of the members of the Board of Directors mentioned above.

The distribution of cash dividends will be made no later than 30 days from the date of the Annual GMS and paid proportionally according to the amount of share ownership to each shareholder of the Company, namely:

1. PT Bank Mandiri (Persero) Tbk – 51%
2. PT Tunas Ridean Tbk – 49%