Annual General Meeting of Shareholders (Annual GMS) and Extraordinary General Meeting of Shareholders (Extraordinary GMS)

MAG Insurance held an Annual General Meeting of Shareholders (Annual GMS) and an Extraordinary GMS which took place at Panin Bank Plaza 3rd Floor, Jalan Palmerah Utara No. 52 Jakarta, on July 20^th 2020, with the following meeting resolutions:

Annual GMS

• Approved the Company’s Annual Report for the financial year ending on 31^st December 2019 and ratified the Company’s Annual Financial Report for the 2019 financial year.
• Discharged the members of the Company’s Board of Directors from the management responsibility of the Company and discharged the members of the Board of Commissioners for the actions of the Company, for the financial year ending 31^st December 2019.
• An amount of Rp. 3,000,000,000, – (Three Billion Rupiah) from the net profit (profit after tax) for the financial year ended 31^st December 2019 is set aside as a reserve fund in accordance with the provisions of the Company’s Articles of Association;
• There is no dividend distribution.
• The remaining net profit for the financial year ended 31^st December 2019 after deducting the reserve fund for investment and working capital purposes of the Company, is recorded as retained earnings.
• Approved to determine the amount of honorarium, bonus and or other allowances for the Board of Commissioners for the 2020 financial year of Rp. 750,000,000, – (Seven Hundred Fifty Million Rupiah) and the distribution for each member of the Commissioner is determined by the Board of Commissioners of the Company.
• Giving the power of attorney to the Company’s Board of Commissioners who performs the nomination and remuneration functions to determine the amount of honorarium, bonus and / or other benefits for members of the Board of Directors.
• Performed any and all other actions required for the above purpose without exception.

The Power of attorney has been granted with the following conditions:

• The power of attorney has been effective since the closing of the GMS and,
• The GMS agreed to ratify all actions taken by the power of attorney based on this power of attorney.
• Approved the delegation of authority to the Board of Commissioners to appoint a Public Accountant and Public Accountant Firm Mirawati Sensi Idris as a Public Accountant that will audit the Company’s Financial Statements for the financial year ending on 31 December 2020.
• Giving power and authority to the Board of Commissioners to determine the amount of honorarium and other requirements, in connection with the appointment of the Public Accountant and Public Accountant Firm.
• In the event that the appointed Public Accountant and Public Accounting Firm for some reason cannot carry out their duties, authorized the Board of Commissioners to appoint other Public Accountant and Public Accounting Firm that has the required experience in auditing the insurance industry and is affiliated with a recognized International Public Accountant and registered in the Financial Services Authority.

Extraordinary GMS

• Giving approval of the Articles of Association.
• In connection with changes in the terms of office of the Board of Directors and the Board of Commissioners as stipulated in the new Articles of Association, the terms of office for members of the Board of Directors and Board of Commissioners that have been running must follow the provisions of the Articles of Association, which is effective since the closing of the EGMS until the GMS held in 2023 and will undergo adjustments of tenure on the date of receipt of notification about the amendments to the Articles of Association by the Minister of Law and Human Rights of the Republic of Indonesia.
• Approved the approval of amendments / adjustments to the provisions of the Articles of Association as referred to in point 1 above, authorizing the Board of Directors of the Company to reformulate all provisions of the Articles of Association of the Company in a Notarial deed.
• Approved to authorize the Board of Directors of the Company to state the contents of the decisions taken on the EGMS agenda in a Notarial Deed, requesting approval and notification of changes to the Company’s Articles of Association to the competent authority in accordance with the provisions of the prevailing laws and regulations and to take any and all other actions required and / or necessary for the above purposes without any exception.
• Honorably dismissed Mr. Mu’Min Ali Gunawan as Vice President Commissioner.
• Appointed Mr. Dedi Setiawan as Vice President Commissioner as of the closing of this EGMS for the remaining term of office of the other members of the Company’s Board of Commissioners, for which, his appointment as Vice President Commissioner of the Company will only be effective if he has passed the fit and proper test based on the OJK Decree.
• Confirmed the composition of the members of the Board of Commissioners for the term of office starting from the date of receipt of notification of amendments to the Articles of Association by the Minister of Law and Human Rights of the Republic of Indonesia until the closing of the Company’s third Annual General Meeting of Shareholders held after the date of receipt of notification of amendments to the Articles of Association by the Minister of Law and Human rights of the Republic of Indonesia as follows:

Board of Commissioners:

• President Commissioner: Ramaswamy Athappan
• Vice President Commissioner: Dedi Setiawan
• Independent Commissioner: Lukman Abdullah
• Independent Commissioner: Dr. H. Firdaus Djaelani, MA