History of Bumiputera

Bank ICB Bumiputera: A History

1990

§       Bank Bumiputera started its operations as a public bank on January 12, 1990, according to Decree No. 10/KMK.013/1990 by the Finance Minister of the Republic of Indonesia, and Decree No. 22/1147/UPPS/PSbD dated January 20, 1990 issued by the Bank of Indonesia Board of Directors, both concerning the rights to operate as a public bank given to PT. Bank Bumiputera Indonesia.

§       At the time of its foundation, Bank Bumiputera was 100% owned by the AJB Bumiputera 1912, Indonesia’s oldest life insurance company.  And during the monetary crisis, later spread into a multidimensional crisis that submerged Indonesia by the end of the 1990s, Bank Bumiputera successfully survived to be a healthy bank within the A Category, needing no recapitalization at all.  As a bank that was able to survive against the banking crisis, Bank Bumiputera was certainly able to handle and manage its healthy banking operations, based on its good corporate governance, with the principles of professionalism, transparency, responsibility, accountability and normality.

2002

§       Bank Bumiputera went public and released its shares at the BEJ (Bursa Efek Jakarta, now known as the BEI – Bursa Efek Indonesia), with share abbreviation code “BABP”.

§       The capital and shareholder structure, as well as the share ownership composition as follow:

§       A year later, to enhance the corporate identity, Bank Bumiputera abbreviates its name as “Bank BP” so that it would be easier to get renowned and easier for consumers to remember.  Now, Bank BP continued to grow as a whole-family-oriented bank: “Family-Friendly Bank – A Smart and Fun Partner” based on the national identity: warmth, smartness and the trust of its served customers.

2003

§       The 25.00% Share owned by the public was taken over by PT Reksatama Dinamika (8.00%), PT Reksasentosa Dinamika (8.00%) and the rest, 9.00% was still owned by the public.

§       On the 14^th of April 2003, the Bank was granted an effective statement from BAPEPAM with its Decree of No. S-765/PM/2003 to give a public offer for Obligation I Bank Bumiputera in the Year of 2003 with the amount of Rp 300 billion.  On the 29^th of April 2003, the Obligation was listed at the Bursa Efek Surabaya.  The Bank has paid all the Obligation Core fully on its due date on the 25^th of April 2006.

2004

According to the Acquisition Act no. 8, dated 12 July 2004, made in the front of DR A. Partomuan Pohan, SH, LLM, Jakarta-based Notary, there was a takeover in the shares owned by the PT, as follow:

• Shares owned by PT Cipta Usaha Citra Dana: 740,000,000 shares representing 37% of the total shares
• Shares owned by PT Reksasentosa Dinamika: 160,000,000 shares representing 8% of the total shares
• Shares owned by PT Reksatama Dinamika: 160,000,000 shares representing 8% of the total shares, and
• Shares owned by PT Danareksa: 98,286,000 shares representing 4.91% of the total shares

The part of shares mentioned above, totaling in 1,158,286,000, was acquired by Che Abdum Daim bin Haji Zainuddin (“Tun Daim Zainuddin”), following the Acquisition Act as mentioned above.

According to the rules of BAPEPAM No. IX.H.1, and the Attachment of Head of BAPEPAM Decree No. Kep-05/PM/2002 dated 3th of April 2002, after the acquisition of the shares, Tun Daim Zainuddin put 11,299,000 shares (representing 0.57% of the total shares) into a call of tenders.

Therefore, after the acquisition, the structure of the Company Shares became as follow:

• AJB Bumiputera 1912 owned 820,415,000 shares representing 41.02% of the total shares
• Che Abdul Daim bin Haji Zainuddin (Tun Daim Zainuddin) owned 1,166,393,500 shares representing 58.32% of the total shares
• The public owned 13,191, 500 shares representing 0.66% of the total shares
  

2006

Following the Decree issued by RUPSLB dated on the 15^th of December 2005, the Company increased its Authorized Capital from Rp 500 Billion to Rp 2 Trillion, and Paid-In Capital was increased from Rp 200 Billion to Rp 500 Billion, through the Limited Public Offer I to the shareholders, upon the issuing of “HMETD” (The Priority Rights to Acquire Shares) followed by the issuing of Warrant Series I.

2007

Following the Decree issued by BAPEPAM and LK No.S-12/BL/2006 dated on the 10^th of May 2006 and the Agreement Letter issued by Bank of Indonesia No. 9/24/GBI/DPIP/Rahasia dated on the 1^st of May 2007, on the 8^th of May 2007, all the shares and warrants owned by Tun Daim Zainuddin within the Company had been sold out, accoding to the Transfer of Shares Agreement dated 25 September 2006, signed by and between Tun Daim Zainuddin as the seller with ICB Financial Group Holdings AG as the acquirer, so that the structures of capitals, shareholders and share ownership composition of the Company after these transactions became as follow:

2009

According to the RUPS on the 17^th of April 2009, as written in the Act No. 7 dated 17^th of April 2009, issued by Notary Dr. Amrul Partomuan Pohan, S.H., L.L.M., which has been agreed by the Minister of Law and Human Rights of the Republic of Indonesia with its Decree dated 26 May 2009 No. AHU-22959.AH.01.02.Year 2009, the Company name was changed from PT Bank Bumiputera Indonesia Tbk (“Bank Bumiputera”) to PT Bank ICB Bumiputera Tbk (“Bank ICB Bumiputera”).  And with the Decree of the Governor of Bank of Indonesia No.11/45/KEP.GBI/2009 dated 11^th of September 2009, the business license on behalf of PT Bank Bumiputera Indonesia Tbk was transformed into the business license on behalf of PT Bank ICB Bumiputera, Tbk.

2010

§       The Company’s Share Ownership Structure on 30 June 2010 is as follow:

1.     ICB Financial Group Holdings AG owns 3,353,540,000 shares representing 67.07% of the total shares

2.     AJB Bumiputera 1912 owns 299,336,000 shares representing 5.99% of the total shares

3.     SGBT owns 400,000,000 shares or 8% of the total shares

4.     The public owns 947,124,000 shares representing 18.94% of the total shares

With the Authorized Capital Rp 2 Trillion and Paid-In Capital Rp 500 Billion.

§       According to the Decree by RUPSLB dated 22 June 2010, written in the RUPSLB Act of Official Report No. 33 dated 22 June 2010, made by Notary Dr. A. Partomuan Pohan, S.H., L.L.M., and the effective statement issued by BAPEPAM dated 22 June 2010 according to Letter No.S-5539/BL/2010, the Bank issued a Limited Public Offer II (“Penawaran Umum Terbatas/PUT II”) to the shareholders for the purpose of HMETD with the issuing of Bank ICB Bumiputera 2010 Conversion-Obligated Bonds (“OWK” or Obligasi Wajib Konversi) with the amount of Rp 150 Billion.

The OWK is issued without instrument, with a nominal value of Rp 100.00 per unit, offered with a 100% value from the nominal value, for a duration of 5 years starting from the 19th of July 2010 (“Emission Date”).  The OWK was listed at the Bursa Efek Indonesia on 21 July 2010.

OWK offers a fixed interest rate of 8% per year for the first semester and floating interest rate for the 2nd-10th semesters.  The floating interest rate percentage is fixed based on the rate of interest by SBI (Sertifikat Bank Indonesia – Bank Indonesia Certificate) of 3-month period, plus a 1% yearly prime, or 8% per year (whichever is higher between the two).  The OWK interests will be paid every semester, according to the OWK interests payment date.  The first OWK interests will be paid on 19 January 2011, and the last OWK interests  will be paid on the OWK due date on 19 July 2015.

OWK must be fully  converted into new shares issued by the Company on 19 July 2015 (“Conversion Date”) and afterward the shares resulting from the conversion will be distributed to shareholders on 21 July 2015 (“Converted Shares Distribution Date”).  The shares resulting from the OWK Conversion will fully be new shares issued from the Company Portfolio.

According to the Agreement by Bank of Indonesia, following the Letter No. 12/98/DPB3/TPB3-3 dated 11th of August 2010, the PUT II funds have been counted as Lower Tier 2 Capital starting from 12th of August 2010.

§       On 25^th of August 2010, a Warrant Series I exercise has been effectuated, the Warrant Series I has become a total of 40,999 shares, so that the Company Ownership Structure changed into a composition as follow:

1.     ICB Financial Group Holdings AG owns 3,353,540,000 shares representing 67.07% of the total shares

2.     AJB Bumiputera 1912 owns 299,336,000 shares representing 5.99% of the total shares

3.     SGBT owns 400,000,000 shares or 8% of the total shares

4.     The public owns 947,164,999 shares representing 18.94% of the total shares

The Company’s Paid-In Capital is now Rp 5,000,040,999.00.

Pada Desember 2010 terdapat exercise Waran Seri I menjadi saham sebanyak 486.078.541 saham, sehingga struktur kepemilikan Perseroan berubah menjadi ICB Financial Group Holdings AG sebanyak 3.839.572.555 saham atau 69,99%, AJB Bumiputera 1912 sebanyak 299.336.000 saham atau 5,46%, SGBT sebanyak 400.000.000 saham atau 7,29% dan Masyarakat sebanyak 947.169.986 saham atau 17,26%. Sedangkan Modal Disetor Perseroan berubah menjadi sebesar Rp.5.486.078.541,-.