PT TELEKOMUNIKASI INDONESIA TBK. 
By It is hereby announced to all shareholders of Perusahaan Perseroan (Persero) PT Telekomunikasi Indonesia Tbk., abbreviated as Telkom (the "Company"), that the Resolutions of the Annual General Meeting of Shareholders (the "AGMS" or "Meeting") of the Company held on 11 May 2012 in Jakarta, approved and decided the following matters:
Agenda 1:
Approve the Company's Annual Report as presented by the Board
of Directors, on the Company's condition and operation for
the 2011 Financial Year including the Board of Commissioners'
Supervision Duty Report for the 2011
Financial Year.
1. Ratify:
a. The Company's Financial Statements (Consolidated) for the
Financial Year 2011 audited by the Public Accountant Office
Tanudiredja, Wibisana & Partners (A member firm of
PricewaterhouseCoopers) according to its report
A120330003/DC2/CAW/III/2012.B dated 30 March 2012 with
"present fairly, in all material respects, the consolidated
financial position of Perusahaan Perseroan and its
subsidiaries as at December 31, 2011 and
2010 and January 1, 2010, and the consolidated results of
their operations and their cash flows for the years ended
December 31, 2011 and 2010 in conformity with Indonesian
financial accounting standards";
b. Partnership and Community Development Annual Report for
the Financial Year 2011 in conformity with Ministry
of State Owned Company Regulation with comprehensive
accounting bases besides Indonesian financial accounting
standards, audited by the Public Accounting Firm Zainal,
Juhana & Partners according to its report No.
019-LAI/KAP-AR/10 dated March 28, 2012 with present fairly,
in all material respects.
2. Consequently, by the approval of the Company's Annual
Report and Financial Statement (consolidated) for the
2011 Financial Year and Annual Report on Partnership and
Community Development Program for the 2011
Financial Year, the AGMS hereby gives a full acquittal and
discharge (volledig acquit et decharge) to all members of the
Board of Directors and Board of Commissioners for their
management and supervision and for their
management and supervision of Partnership and Community
Development Program performed during the 2011
Financial Year, to the extent are reflected in the Company's
Annual Report, Financial Statements for 2011 Financial Year
and Annual Report of Partnership and Community Development
for the 2011 Financial Year above and the actions do not
contradict the prevailing laws and regulations.
Accept the Directors Report on the utilization of the net proceeds from public offering in Telkom Bond II 2010 as reported.
Agenda 4:1. Approve the appropriation of the Company's net profit for the 2011 Financial Year in the amount of
Rp10,965,127,913,176 which will be distributed as follows:
a. Cash dividend 55% of the net profit or in the amount of
Rp6,030,820,352,247 or at least of Rp313.969 per share based
on the number of shares issued (not including the shares
bought back by the Company as of the Meeting date);
b. Special dividend amounted 10% from net profit or in the
amount of Rp1,096,512,791,318 or at least of
Rp57.085 per share based on the number of shares issued (not
including the shares bought back by the
Company as of the Meeting date); and
c. Recorded as Retained Earning in the amount of
Rp3,837,794,769,612 which will be used for the Company's
development.
2. Approve that the distribution of dividends for the 2011
Financial Year will be conducted with the following
conditions:
a. those who are entitled to receive Dividends are
shareholders whose names are recorded in the Company's
Register of Shareholders on June 8, 2012 at 16:00 hours
Western Indonesia Standard Time;
b. the Dividend and Special Dividend shall be paid in one
lump sum on June 22, 2012.
3. The Board of Directors shall be authorized to regulate
further the procedure of Dividend distribution and to
announce the same with due observance of the prevailing laws
and regulations.
4. Approve the amount of Partnership and Community
Development Fund for the 2012 Financial Year as follows:
a. Partnership Program of Rp82,238,459,349 equal to 0.75% of
the Company's net profit for the 2011 Financial
Year.
b. Community Development Program of Rp27,412,819,783 equal to
0.25% of the Company's net profit for the
2011 Financial Year.
Approve:
1. Salary Board of Director and honorarium Board of
Commissioners including facilities and allowances for the
2012
Financial Year are the same with the salary/honorarium
including facilities and allowances for the 2011
Financial
Year.
2. Total tantiem gross Board of Director and Board of
Commissioners for the 2012 Financial Year is 0.46% of the
Company's net profit for the 2011 Financial Year with:
a. Tantiem composition for President Director, Directors,
President Commissioner and Commissioners has the same formula
with the 2011 Financial Year;
b. Tax incurred for Tantiem shall be borne by the relevant
parties.
1. Approve the appointment of Public Accounting Firm
Purwantono, Suherman & Surja (incorporated with Ernst & Young
Global Limited) to conduct an integrated audit of the Company
for the 2012 Financial Year which audit will
consist of the audit of the Consolidated Financial Statements
of the Company, and internal control effectivity on
financial reporting for the financial year 2012.
2. Approve the appointment of the Public Accounting Firm,
Purwantono, Suherman & Surja (incorporated with Ernst & Young
Global Limited) to conduct an audit the appropriation of
funds for the Partnership and Community Development Program
for the 2012 Financial Year.
3. Grants authority to the Board of Commissioners to
determine an appropriate audit fee and other terms and
conditions of appointment of the relevant Public Accounting
Firm.
4. Grants authority to the Board of Commissioners to appoint
an alternate Public Accounting Firm as well as to determine
the terms and conditions of its appointment; in the event the
appointed Public Accounting Firm can not perform or continue
its engagement, including audit fee.
1. Approve the Amendment to certain provisions of the
Company's Articles of Association, as follows:
a. Article 17 point 6 regarding Actions of the Board of
Directors that should obtain the written approval of the
Board of Commissioners;
b. Article 22 point 1 regarding the Content of Corporate
Annual Budget Plan;
c. To add 1 point as point 5 in article 22 regarding
Corporate Annual Budget Plan; and
d. Article 13 point 2 and 3 regarding newspaper announcements
for AGM Notice and Invitation;
with due considerations of main provisions based on concept
of amendment of Articles of Association which has been
distributed to meeting participants.
2. Authorization of the Company's Board of Directors with the
right of substitution to re-state the resolution of this AGMS
with respect to the amendments to the provisions of the
Company's Articles of Association in a Notarial Deed, and
further to submit a request of approval and to report to
Ministry of Law and Human Rights of the Republic of
Indonesia, to register it in Company Register and announce it
in the Supplement to the State Gazette, in accordance with
the prevailing laws and regulations.
1. Approved with honorable discharge of:
a. Mr. Bobby AA Nazief as Commissioner; and
b. Mr. Rudiantara as Independent Commissioner
effective as of the closing of this Meeting with gratitude
for the merit given during his term as Commissioner of
the
Company.
2. Approve the appointment of new member of the Board of Commissioners, as follow:
a. Mr. Parikesit Suprapto as Commissioner;
b. Mr. Hadiyanto as Commissioner; and
c. Mr. Virano Nasution as Independent Commissioner;
with the term of office effective as of the closing of this
Meeting up to the closing of the fifth AGMS after their
election which is the closing of the AGMS held in 2017.
Therefore the complete composition of the member of the Board
of Commissioners are as follow:
a. Mr. Jusman Syafii Djamal as President Commissioner
b. Mr. Parikesit Suprapto as Commissioner;
c. Mr. Hadiyanto as Commissioner;
d. Mr. Virano Nasution as Independent Commissioner;
e. Mr. Johnny Swandi Sjam as Independent Commissioner;
with the term of office effective as of the closing of this
Meeting up to the closing of the fifth AGMS after their
election which is the closing of the AGMS held in 2017,
except for Mr. Jusman Syafii Djamal and Mr. Johnny Swandi
Sjam up to the AGMS which will be held in 2015.
3. Approved with honorable discharge, of Mr. Rinaldi Firmansyah as President Director as of the closing of this
Meeting, the shareholders expressed their gratitude for the merit given during his terms for the Company.
4. Approve Mr. Arief Yahya, previously Enterprise & Wholesale Director, as the new President Director replacing Mr.
Rinaldi Firmansyah with term of office continuing the rest of
his term of office referring Extraordinary General
Meeting of Shareholders Resolutions on Desember 17, 2010.
5. Approve to reelect Mr. Indra Utoyo as Information Technology, Solution & Strategic Portfolio Director as of the closing of this Meeting up to the closing of the fifth AGMS after their election which is the of the AGMS which will be held in 2017 and count as second term.
6. Approve the appointment of new members of the Board of Directors, as follow:
a. Mr. Honesti Basyir as Director of Finance;
b. Mr. Muhamad Awaluddin as Director of Enterprise & Wholesale;
c. Mr. Ririek Adriansyah as Director of Compliance & Risk Management; d. Mr. Priyantono Rudito as Director of Human Capital & General Affair; e. Mr. Rizkan Chandra as Director of Network & Solution;
f. Mr. Sukardi Silalahi as Director of Consumer;
with terms of office effective as of the closing of this
Meeting up to the closing of the fifth AGMS after their
election
which is the closing of the AGMS held in 2017.
Therefore the complete composition of the member of the Board
of Directors are as follow: Directors:
a. Mr. Arief Yahya as President Director
b. Mr. Honesti Basyir as Director of Finance;
c. Mr. Indra Utoyo as Director of Information Technology,
Solution & Strategic Portfolio d. Mr. Muhamad Awaluddin as
Director of Enterprise & Wholesale
e. Mr. Ririek Adriansyah as Director of Compliance & Risk
Management;
f. Mr. Priyantono Rudito as Director of Human Capital &
General Affair;
g. Mr. Rizkan Chandra as Director of Network & Solution;
h. Mr. Sukardi Silalahi as Director of Consumer;
with terms of office effective as of the closing of this
Meeting up to the closing of the fifth AGMS after their
election which is the of the AGMS which will be held in 2017,
except for Mr. Arief Yahya up to the AGMS which will be
held
in 2015.
7. Grants authority to the Board of Directors of the Company with substitution rights to restate the resolutions of this Meeting in a notarial deed and further notify the changes in the composition of the members of the Board of Commissioners and the Board of Directors of the Company to the Department of Law and Human Rights of the Republic of Indonesia and register it with the Company Registry pursuant to the prevailing laws and regulations.
Schedules and Rules for The Distribution of 2011 Financial Year Dividend1. In accordance to the resolution of the AGMS Telkom dated May 11, 2012, payment of cash dividend for the 2011 financial year is 55% of the net profit or in the amount of Rp6,030,820,352,247 or at least Rp313.969 per share and an additional special cash dividend of 10% of the net profit or in the amount of Rp1.096.512.791.318 or at least Rp57.085 per share, based on the number of shares issued (not including the shares bought back by the Company as of the Meeting date), and shall be distributed as follows:
Recording Date = June 8, 2012; 16.00 Western Indonesian Time (WIB) Regular and Negotiation Market
Cum Dividend = June 5, 2012
Ex Dividend = June 6, 2012
Cum Dividend = June 8, 2012
Ex Dividend = June 11, 2012
2. The eligible shareholders are shareholders registered in
the Company's Shareholders Registry on June 8, 2012 at
16.00 WIB, or at Kustodian Sentral Efek Indonesia ("KSEI")
securities account at the close of trading on June 8,
2012.
3. For American Depositary Shares holders, the New York Stock
Exchange regulations shall prevail and payment of cash
dividend will be made through Custodian Bank which was
appointed by the Bank of New York-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
June 8, 2012.
4. For shareholders whose shares are registered at Collective
Deposits in KSEI, cash dividend will be paid through the KSEI
and will be distributed to Securities Companies' or Custodian
Banks' accounts on June 22, 2012. Payment receipt will be
delivered to Securities Companies and Custodian Banks in
which shareholders open their accounts.
5. For shareholders whose shares are not registered at
Collective Deposits in KSEI, the Company will send notice of
dividend payment ("SPPD") to shareholders' address.
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 it is
authorized to another person, the copy of the valid original
Identity Card of both personnel should be attached to the
power of attorney.
b. The cash dividend will only be transferred by the Company
to the shareholders' bank account if:
- The amount of cash dividend received is at least
Rp500,000.-
- The complete transfer request must be delivered at the
latest on June 8, 2012 to the Company's Registrar, PT Datindo
Entrycom, Puri Datindo-Wisma Sudirman, Jl. Jend. Sudirman
Kav. 34-35, Jakarta 10220.
6. 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 2011 financial
year received by each shareholders.
7. For shareholders considered as Domestic Tax Payer in the
form of entity that does not have a tax register number
(Nomor Pokok Wajib Pajak/"NPWP"), they should register their
tax register number to KSEI or the Company's Registrar PT
Datindo Entrycom, Puri Datindo-Wisma Sudirman, Jl. Jend.
Sudirman Kav. 34-35, Jakarta 10220 at the latest June 8, 2012
at 16.00 WIB. If as of the said date KSEI or the Company's
Registrar has not received the NPWP, the cash dividend will
be subject to article 23 of withholding tax law at the rate
of 30%.
8. For the shareholders considered as the Offshore 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 General Director of Tax No.
PER-61/PJ/2009, which amended by Regulation of General
Director of Tax No.PER-24/PJ/2010 and PER-
62/PJ/2009 dated November 5, 2009, which amended by
Regulation of General Director of Tax No. PER-
25/PJ/2010 and Circular Letter of General Director of Tax
No.SE-114/PJ/2009 dated December 15, 2009 by submitting Form
DGT-1 or DGT-2 that have been legalized by the Tax Office of
Go Public Company to KSEI or the
Company's Registrar at the latest for Phase I on June 15,
2012 at 16.00 WIB and Phase II on June 29, 2012 at
16.00 WIB. If as the said date, KSEI or the Company's
Registrar has not received the form, the cash dividend will
be subject to article 26 withholding tax law at the rate of
20%.
9. Evidence of dividend tax deduction for shareholders whose
shares are registered with KSEI are available at Securities
Companies and/or Custodian Banks at which it opens its
account, and for shareholders whose shares are not registered
with KSEI are available at the Company's Registrar, starting
July 30, 2012.
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