Announcement Summary AGMS Financial Year 2014 and Information for ^Payment of Dividend Financial Year 2014
ANNOUNCEMENT SUMMARY
ANNUAL GENERAL MEETING OF SHAREHOLDERS FINANCIAL YEAR 2014
AND
SCHEDULE AND PROCEDURE FOR PAYMENT OF DIVIDEN FINANCIAL YEAR 2014
A. In :
Day/Date: Monday / 20th April, 2015
Time: 14.00 WIB up to closing
Place: Flores A, Lobby Level Hotel Borobudur
Jl. Lapangan Banteng Selatan, Central Jakarta
With the Agenda of the Meeting as follows:
1. Approval of the Annual Report, including the ratification of the Report of Supervidory Duty of the Board of Commissioners of the Company, as well as the ratification of Financial Statement of the Company for the Financial Year 2014;
2. Determination on the appropruation of the Company's Net Profit for the Financial Year 2014;
3. a. Appointment of the members of the Board of Directors and the Board of Commissioners of the Company;
b. Determination of the salary and remuneration of the Board of Directors of the Company as well as determination of the honorarium and/or remuneration of the Company's Board of Commissioners of the Company.
4. Appointment of the Public Accountan Firm to audit the Financial Statement of the Company for the Financial Year 2015;
5. Amendment on Articles of Association of the Company;
B. The members of the Board of Directors and Board of Commissioner were present:
President Director : Hamdani Dzulkarnaen Salim
Director : Djangkep Budhi Santoso
Director : Darmawan Widjaja
Director : Robby Sani
Director : Aurelius Kartika Hadi Tan
Director : Lay Agus
Director : Kusharijono
Director : Bambang Rustamadji Sugeng
President Commissioner : Sudirman Maman Rusdi
Vice President Commissioner : Johannes Loman
Commissioner : Chiew Sin Cheok
Commissioner : Johnny Darmawan Danusasmita
Commissioner : Leonard Lembong
Commissioner : Siswanto Prawiroatmodjo
Independent Commissioner : Eduardus Paulus Supit
Independent Commissioner : Bambang Trisulo
Independent Commissioner : Eddy Sugito
C. The Meeting attended by 4,421,171,007 (four billion and four hundred twenty one million one hundred seventy one thousand seven) shares, with valid voting rights or equal to 91,731% (ninety one point sevent three one percent) of the total shares with valid voting rights issued by the Company.
D. In the Meeting is given the opportunity to ask questions and/or give opinions related to each Agenda of the Meeting.
E. The number of shareholders who asked question and/or give opinions regarding the 1st (first) agenda of the Meeting is 1 (one) shareholder, while the other agenda of the Meeting there are no questions and/or give an opinion.
F. The mechanism of resolution making in the Meeting are as follows: Meeting Resolution taken by deliberation. In the event that the deliberation not achieved, then the resolution taken by voting.
G. The result of resolution which taken by voting, the Meeting resolution vote number and percentage from all shares with voting rights who present in the Meeting that is:
H. The resolution of the Meeting in principle as follows:
First Agenda:
1. Approve and accept the Annual Report for the fiscal year 2014, including the ratification of the Report of the Company's Board of Commissioners, as well the ratification for the Consolidated Financial Statements of the Company for the fiscal year 2014, which had been audited by the Registered Public Accountants of Tanudiredja, Wibisana & Rekan as member of Pricewaterhouse Cooper, as set forth in the Report Number A150220023/DC2/JMD/I/2015 dated 20th February, 2015 with reasonable opinion in all material respect; and
2. Give full release of the responsibilities (acquit et de charge) to the Board of Directors and the Board of Commissioners for their management and supervisory actions conducted during the fiscal year 2014, as far those actions as shown in the Anuual Report and Consolidated Financial Report of the Company fiscal year 2014, except for the tort, fraud, embezzlement or any other criminal offense.
Second Agenda:
Approve the appropriation of the Company's net profit for the fiscal year that ended on 31st December, 2014 in the amount of Rp 871,658,883,329,- (eight hundred seventy one billion and six hundred fifty eight million eight hundred eighty three thousand three hundred twenty nine Rupiah) for the following matters:
a. (i) Distributed as cash dividend in the amount of Rp 347,020,776,000,- (three hundred fourty seven billion and twenty million seven hundred seventy six thousand Rupiah) or arround 40% (fourty percent) of net profit in fiscal year 2014 or in the amount of Rp 72,- (seventy twoRupiah) per share with the details as follows:
- In the amount of Rp 115,673,592,000,- (one hundred fifteen billion and six hundred seventy three million five hundred ninety two thousand Rupiah) or in the amount of Rp 24,- (twenty four) per share was distributed on 28th October, 2014, as interim dividend,
- The remaining is in the amount of Rp 231,347,184,000,- (two hundred thirty one billion and three hundred fourty seven million one hudred eighty four thousand Rupiah) or in the amount of Rp 48,- (fourty eight Rupiah) per share will be distributed on 22nd May, 2015 by the respect to the prevailing taxes regulation, to the shareholders of the Company which whose name are recorded in the Shareholders Register of the Company (Recording Date) dated 7th May, 2015 at 16.00 WIB,
(ii) To confer authority to the Board of Directors of the Company to execute the distribution of aforementioned cash dividends and to carry out any necessary actions in accordance with the tax, Indonesia Stock Exchange and other stock exchange prevailing law.
b. Decide special Reserves pursuant to Article 70 UUPT in the amount of Rp 5,000,000,000,- (five billion Rupiah),
c. The remaining are recorded as the Retained Earnings of the Company to be utillized as working capital and investment.
Third Agenda:
a. (i) Approve the appointment of members of the Board of Directors and Board of Commissioners with the following composition:
President Director : Hamdhani Dzulkarnaen Salim
Independent Director : Bambang Rustamadji Sugeng
Director : Djangkep Budhi Santoso
Director : Hugeng Gozali
Director : Aurelius Kartika Hadi Tan
Director : Lay Agus
Director : Kusharijono
Director : Yusak Kristian Solaeman
President Commissioner : Djony Bunarto Tjondro
Vice President Commissioner : Sudirman Maman Rusdi
Vice President Commissioner : Johannes Loman
Independent Commissioner : Agus Tjahajana Wirakusumah
Independent Commissioner : Bambang Trisulo
Independent Commissioner : Angky Utarya Tisnadisastra
Commissioner : Johnny Darmawan Danusasmita
Commissioner : Simon Collier Dixon
Commissioner : Chiew Sin Cheok
For the tenure as of the closing of this 2015 Annual General Meeting of Shareholders of the Company up to the closing of 2017 Annual General Meeting of Shareholders of the Company, with exception for the appointment of Mr. Angky Utarya Tisnadisastra which will has his tenure as an Independent Commissioner commence on 15th August, 2015.
(ii) To conver authority to the Board of Directors of the Company with subtitution right to declare the resolutions of the Meeting on the changes of the Board of Directors and Board of Commissioners of the Company in separate deed in front of the Notary and to request notification to the Minister of Law and Human Rights Republic of Indonesia in connection with the changes of the Board of Directors and Board of Commissioners above, as well as to carry out any necessary and requires actions by the prevailing law.
b. (i). To confer power and authority to the Board of Commissioners of the Company to determine and decide the salary and/or remuneration for the members of the Board of Directors of the Company; and
(ii). Determine the honorarium for the members of the Board of Commissioner of the Company with total amount maximum of Rp. 3,630,900,000,- (three billion and six hundred thirty million nine hundred thousand Rupiah) per year before income tax which will be applied in 2016, and to confer authority to the President Commissioner to determine such honorarium distribution for the members of the Board of Commissioners of the Company.
Fourth Agenda:
To confer the authority to the Board of Directors of the Company, by the consent of the Board of Commissioners, to appoint public accountant firm which affiliated with one of the big four of International public accountant firm, and registered in Financial Services Authority to audit the financial report of the Company for fiscal year 2015, and to confer authority to the Board of Directors of the Company to determine the honorarium and other requirements related to such public accountant firm appointment.
Fifth Agenda:
1. Approve the amendment of the Articles of Association of the Company to be adjusted to the Financial Services Authority Regulation No. 32/POJK.04/2014 on Preparation and Arrangement of the General Meeting of Shareholders of the Listed Company and the Financial Services Authority Regulation No. 33/POJK.04/2014 on the Board of Directors and Board of Commissioners of the Listed or Public Company and the restatement of the entires provisions of the Articles of Association into the Deed of Amendment of the Articles of Association.
2. To confer authority to the Board of Directors of the Company to:
a. To confer authority to the Board of Directos of the Company to amend or add whether deemed necessary to the Articles of Association which have been decided in this Meeting, in the event there are issuance of provisions made by the relevant authority for the Articles of Association of Listed Company.
b. Declare whole or part of this resolutions of the fifth Meeting agenda, with substitution right in one or several separate deed and carry out any necessary actions for whole or part of this agenda of the meeting resolution including aforementioned amendment of the Articles of Association and notify and/or apply for approval on such amendment of the Company's Article of Association to Minister of Law and Human Rights of the Republic of Indonesia and relevant authorities.
c. Registering aforementioned matters in Company Register and announce into Supplemental of States Gazzete of the Republic of Indonesia as required in UUPT, and perform any related matters to achieve such purpose and objectives in accordance to the provisions of the prevailing regulation on Capital Market in Indonesia.
Furthermore in connection with the resolution of the Second Meeting Agenda as described above where the Meeting has decided to do the payment of dividends on the Company's net profit in the amount of Rp 231,347,184,000,- (two hundred thirty one billion and three hundred fourty seven million one hundred eighty four thousand rupiah) or in the amount of Rp 48,- (forty eight rupiah) per share, it is hereby notified of the Schedule and Procedure for the Final Distribution of Cash Dividends for Book Year 2014 as follows:
Schedule of the Cash Dividends:
Procedure of the Cash Dividends :
- Cash Dividend will be distributed to the Shareholders whose name are listed in the Shareholders Register of the Company ("DPS") or recording date on 30th April, 2015 and/or the owner of the Company's shares on the sub-accounts in PT Kustodian Sentral Efek Indonesia ("KSEI") at the closing of trading on 30th April, 2015.
- Shareholders whose shares are included in collective custody of KSEI, cash dividends payment carried out through KSEI and will be distributed to the Stock account of the Company and/or the Custodian Bank on 22nd May, 2015. Payment evidence of the cash dividend will be delivered by KSEI to the Shareholders through Stock Company and/or Custodian Bank where the Shareholders whose open his/her account. As for Shareholders whose shares are not included in the collective custody of KSEI, then the cash dividends payment will be transferred to the account of the Shareholders.
- Such cash dividends will be taxed in accordance with the applicable regulations on tax. The amount of tax charged will be borne by the Shareholders are concerned and deducted from the amount of cash dividends that belong to the respective Shareholders.
- For Shareholders who are Taxpayers in the form of legal entity whose has not included Nomor Pokok Wajib Pajak ("NPWP") are required to submit the NPWP to KSEI or Biro Administrasi Efek PT Raya Saham Registra ("BAE") to address Gedung Laza Sentral Lt.2, Jalan Jend. Sudirman Kav. 47-48, at the latest on 20th April, 2015 at 16.00 WIB. Without inclusion of NPWP, cash dividend paid to taxpayers will be subject to income tax by 30%.
- For Shareholders who are Foreign Taxpayers whose tax deduction will be based on the rates of Double Taxation Avoidance Agreement ("P3B") shall comply with the requirements of article 26 Income Tax Regulation No. 26 of 2008 on Fourth Amendment of Income Tax Regulation No. 7 of 1983 on Income Tax and delivery of DGT-1 or DGT-2 form that will be validated by Tax Offices for Listed Companies to KSEI or BAE not later than 30th April, 2015 at 16.00 WIB, without such documents, cash dividends paid will be subject to income tax article 26 by 20%.
Jakarta, 22nd April 2015
Board of Directors of the Company
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