ANNOUNCEMENT OF SUMMARY OF MINUTES OF ANNUAL GENERAL MEETING
OF SHAREHOLDERS FOR THE 2019 FINANCIAL YEAR
PT TELKOM INDONESIA (PERSERO) Tbk
(No.Tel 90/PR000/COP-I5000000/2020)
The Board of Directors of PT Telkom Indonesia (Persero) Tbk, (hereinafter referred as the "Company"), hereby announces that the Company has convened the Annual General Meeting of Shareholders for the Financial Year 2019 (hereinafter referred as the "Meeting") on:
Day/Date | : Friday, June 19, 2020 |
Time | : 14.31 up to18.20 Western Indonesia Time |
Place | : Auditorium Telkom Landmark Tower, Jl Jend. Gatot Subroto Kav. 52, South Jakarta |
*with note the Meeting was suspended at 15.33 Western Indonesia Time and re-opened at 16.25 Western Indonesia Time
The Meeting was attended by members of the Board of Commissioners and the Board of Directors of the Company, namely:
BOARD OF COMMISSIONERS:
• Mr. RHENALD KASALI - President Commissioner concurrently Independent Commissioner;
• Mr. MARSUDI WAHYU KISWORO - Independent Commissioner;
• Mr. MARGIYONO DARSASUMARJA - Independent Commissioner;
• Mr. CAHYANA AHMADJAYADI - Independent Commissioner;
• Mr. ISMAIL - Commissioner;
• Mr. MARCELINO RUMAMBO PANDIN - Commissioner.
BOARD OF DIRECTORS:
• Mr.RIRIEK ADRIANSYAH - President Director;
• Mr.HARRY MOZARTA ZEN - Finance Director;
• Mrs.SITI CHOIRIANA - Consumer Service Director;
• Mr.BOGI WITJAKSONO - Enterprise & Business Service Director;
• Mr.ZULHELFI ABIDIN - Network & IT Solution Director;
• Mr.EDWIN ARISTIAWAN - Wholesale & International Service Director;
• Mr.EDI WITJARA - Human Capital Management Director;
• Mr.FAIZAL ROCHMAD DJOEMADI - Digital Business Director;
• Mr.ACHMAD SUGIARTO - Strategic Portfolio Director.
And the holder/representative of Serie A Dwiwarna Share and holder/ representative of Serie B Share entirely representing 85,270,144,672 shares or constitute 86.0773639% of the total number of shares having legal voting rights which have been issued by the Company up to the date of the Meeting in the total amount of 99,062,216,600 shares; with due regard to the Company's Shareholders Register as per May 27, 2020 up to 04.15 pm WIT.
Hence the quorum requirement as required under the Article 25 paragraph 1 letter a, paragraph 4 letter a of the Articles of Association of the Company have been fulfilled since the Meeting have been attended by shareholders,namely holder of Serie A Dwiwarna Share and other shareholders jointly representing at least 1/2 (a half) of the total number of shares having legal voting rights which have been issued by the Company.
The Company has appointed independent parties, which are Notary Ashoya Ratam and PT Datindo Entrycom, to count and/or validate the votes.
Whereas the Meeting has resolved the following resolutions as set forth in Deed of Minutes of the Annual General Meeting of Shareholders of Perusahaan Perseroan (Persero) PT Telekomunikasi Indonesia Tbk, dated June 19, 2020 number 31, made by Notary Ashoya Ratam SH, MKn. which is summary is as follows:
First Agenda | Approval of the Company's Annual Report for Financial Year of 2019, including the Board of Commissioner's Supervision Duty Performance Report | ||
Number of Shareholders who Ask Questions | There are 8 questions, with 1 question related to the agenda | ||
The Result of Decision Making | Agree | Disagree | Abstain |
85,116,028,444 Shares or 99.8192612% | 18,557,188 Shares or 0.0217628 % | 135,559,040 Shares or 0.1589760% | |
Resolution | "The meeting with the majority vote 85,251,587,484 (99.9782372%) of the total votes issued in the Meeting has resolved: To approve the Annual Report of the Company including the Board of Commissioners' Supervision Task Report for the Financial Year 2019, as long as it is not a criminaloffense and is reflected in the Company's report books." |
Second Agenda | Ratification of the Company's Financial Statement and Annual Report of Partnerships and Community Development Program for Financial Year of 2019 and theAcquittal and Discharge of the Members of the Board of Directors' and the Board of Commissioners' members. | ||
Number of Shareholders who Ask Questions | There are 10 questions, with 3 questions related to the agenda | ||
The Result of Decision Making | Agree | Disagree | Abstain |
85,019,802,044 Shares or 99.7064123% | 101,326,988 Shares or 0.1188306% | 149,015,640 Shares or 0.1747571 % | |
Resolution | The meeting with the majority vote 85,168,817,684 (99.8811694%) of the total votes issued in the Meeting has resolved:
|
Third Agenda | Determination on Utilization of the Company's Net Profit for Financial Year of 2019 | ||
Number of Shareholders who Ask Questions | There are 10 questions, consist of 8 questions related to the agenda. From 8 question related to agenda 3, 3 questions have been responded by the Meeting. And for 5 questions havebeen verified and accordance with the Rules of Procedures of the Meeting will be responded by the Company by email at the latest 5 working day as of the closure of the Meeting | ||
The Result of Decision Making | Agree | Disagree | Abstain |
82,935,587,584 Shares or 97.2621636% | 1,404,285,737 Shares or 1.6468668 % | 930,271,351 Shares or 1.0909696% | |
Resolution | " The meeting with the majority vote 83,865,858,935 (98.3531332%) including Shareholder Serie A Dwiwarna, of the total votes issued in the Meeting has resolved:
|
Fourth Agenda
Determination of Remuneration for the Members of the Board of Directors and the Board of Commissioners for Financial Year of 2019
Number of Shareholders who Ask Questions
There are 3 questions, with 2 questions related to the agenda
Agree
Disagree
Abstain
The Result of Decision Making
81,037,021,418 Shares or 95.0356326%
4,043,718,953 Shares or 4.7422447 %
189,404,301 Shares or 0.2221226%
Resolution
" The meeting with the majority vote 81.226.425.719 (95,2577553%) including Shareholder Serie A Dwiwarna, of the total votes issued in the Meeting has resolved:
189
1. To grant power and authority to Shareholder Serie A Dwiwarna to determine the amount of tantieme for Financial Year 2019 and to determine honorarium allowance, facility and other incentive to members of the Board of Commissioners for Year 2020.
2. To grant power and authority to the Board of Commissioners which previously has obtained written approval from Shareholder Serie A Dwiwarna to determine the amount of tantieme for Financial Year 2019 and also to determine salary, allowance, facility and other incentive to members of the Board of Directors for Year 2020."
Fifth Agenda | Appointment of Public Accounting Firm to audit the Company's Financial Statements for Financial Year of 2020, including Internal Control Audit over Financial Reporting, and the Appointment of Public Accounting Firm to audit the Financial Statement of the Partnership and Community Development Program for Financial Year of 2020 | ||
Number of Shareholders who Ask Questions | There are 4 questions, with 3 questions related to the agenda | ||
The Result of Decision Making | Agree | Disagree | Abstain |
82,141,311,093 Shares or 96.3306810% | 3,018,089,339 Shares or 3.5394444% | 110,744,240 Shares or 0.1298746% | |
Resolution | " The meeting with the majority vote 82.252.055.333 (96,4605556%) of the total votes issued in the Meeting has resolved:
|
Sixth Agenda | Changes to the Management of the Company | ||
Number of Shareholders who Ask Questions | 3 questions, with 3 questions related to the agenda | ||
The Result of Decision Making | Agree | Disagree | Abstain |
59,529,191,483 Shares or 69.8124669% of the total number of shares with voting rights present at the Meeting | 24,397,224,538 Shares or 28.6116842% of the total number of shares with voting rights present at the Meeting | 1,343,728,651 Shares or 1.5758489%of the total number of shares with voting rights present at the Meeting | |
Resolution | " The meeting with the majority vote 60.872.920.134 (71,3883158%) including Shareholder Serie A Dwiwarna, of the total votes issued in the Meeting has resolved:
|
Schedules and Procedure for The Distribution of 2019 Financial Year Dividend
In accordance to the resolution of the AGMS Telkom dated June 19, 2020, payment of cash dividend for the 2019 financial year is 60% of the net profit or in the amount of Rp11,197,606,621,819.30 or Rp113.0361 per share, and an additional special cash dividend of 21.78% of the net profit or in the amount of Rp4,064,730,777,752.84 or Rp41.0321 per share.
Schedules for The Distribution of 2019 Financial Year Dividend:
Recording Date Regular and Negotiation MarketCum Dividend Ex DividendCash MarketCum DividendEx DividendPayment Date | = July 1, 2020 = June 29, 2020 = June 30, 2020 = July 1, 2020 = July 2, 2020 = July 23, 2020 |
Payment Procedures of Dividend:
1. The dividends will be paid to the shareholders of the Company whose names are registered in the Shareholders Register of the Company on July 1, 2020 (recording date) and/or in the sub securities account in PT KustodianSentral Efek Indonesia ("KSEI") at the closing of the Indonesia Stock Exchange trading session on July 1, 2020.
2. For American Depositary Shares ("ADS") holders, the New York Stock Exchange ("NYSE") regulations shall prevail and payment of cash dividend will be made through Custodian Bank which was appointed by the Bank ofNew York-Mellon ("BNY-Mellon"), for the amount of shares registered at the Register List of ADS holders at the Company's Registrar and KSEI referring to Recording Date on July 1, 2020.
3. For shareholders whose shares are registered at Collective Deposits in KSEI, cash dividend will be paid through the KSEI and will be distributed on July 23 to Rekening Dana Nasabah (RDN) on securities and/or Custodian Bank where Shareholder open their sub securities account.
4. For shareholders whose shares are not registered at Collective Deposits in KSEI, then:
a. Cash dividend will be paid in cash at the nearest branch of PT Bank Negara Indonesia (Persero), Tbk ("BNI"), in all places in Indonesia. Shareholders are obligated to bring along the valid original Identity Card and if itis authorized to another person, the copy of the valid original Identity Card of both persons should be attached to the power of attorney.
b. The cash dividend will only be transferred by the Company to the shareholders's bank account if:
i. The amount of cash dividend received is not less than Rp500,000; and
ii. The complete transfer request must be delivered at the latest on July 1, 2020 at 16.00 Western Indonesia Time to the Company's Registrar, PT Datindo Entrycom, Jl Hayam Wuruk No.28 2nd Floor, Jakarta 10120.
5. Tax shall be imposed in accordance with the applicable Indonesian tax regulations. The amount of tax shall be deducted from the amount of cash dividend for 2019 financial year received by each shareholders.
6. Shareholders considered as Domestic Tax Payer in the form of entity that does not have a tax register number (Nomor Pokok Wajib Pajak/"NPWP"), should register their tax register number to KSEI or the Company's RegistrarPT Datindo Entrycom, Jl Hayam Wuruk No.28 2nd Floor, Jakarta 10120 at the latest July 1, 2020 at 16.00 Western Indonesia Time. If as of the said date KSEI or the Company's Registrar has not received the NPWP, the cashdividend will be subject to withholding tax rate of 100% higher to the normal rate.
7. For the shareholders considered as the off-shore Tax Payer which will use the Tax Treaty under the Agreement on the Prevention of the Imposition of Dual Taxes (P3B), it has to comply with Regulation of the Director General of Taxation Number PER-25/PJ/2018 regarding Procedure for the Application of Agreement on the Avoidance of Double Taxation and must submit DGT/SKT record document or receipt that has been uploaded to the Directorate General of Taxation to KSEI or the Company's Registrar based on the regulation and provision stipulated by KSEI. Without the said form, the 2018 financial year cash dividend will be subject to article 26 withholding tax lawat the rate of 20%.
8. Shareholders whose shares are registered at Collective Deposits in KSEI, may collect the dividend tax deduction slip at Securities Companies and/or Custodian Banks at which they open their accounts, and for shareholders whose shares are not registered with KSEI, the dividend tax deduction slip are available at the Company's Registrar.
Announcement of this Summary of Minutes of Meeting is to comply with the provision under Article 51 paragraphs (1), (2) and Article 52 paragraph (1) of Financial Service Authority Regulation No. 15/POJK.04/2020 regarding The Plan and Implementation of A General Meeting of Shareholders for an Issuer or a Public Company.
Bandung, June 23, 2020
PT Telkom Indonesia (Persero) Tbk
Board of Directors
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PT Telekomunikasi Indonesia (Persero) Tbk published this content on 23 June 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 June 2020 07:26:03 UTC