JARDINE CYCLE & CARRIAGE LIMITED 
By
No. Leg/SRT-236/AI/2012 Jakarta, 30 April 2012
To.
Gedung Sumitro Djojohadikusumo
Kementerian Keuangan RI
Jalan Lapangan Banteng Timur No. 1-4
Jakarta 10710
Attn.: Mrs. Ir. Nurhaida, MBA
Dear Madam,
Herewith we inform the result of the Annual General Meeting
of Shareholders (AGMS) and
Extraordinary General Meeting of Shareholders (EGMS) of PT
Astra International Tbk convened on
27 April 2012 wherein it was resolved the following
resolutions/decisions:
Approve the Annual Report for financial year 2011, including
ratify the Board of Commissioners Report and ratify the
Consolidated Financial Statements of the Company for
financial year 2011 which has been audited by the Public
Accountant Firm Tanudiredja, Wibisana & Rekan as stated in
their report dated 24 February 2012 rendering the opinion of
fairly stated in all material respects.
With the approval of the Annual Report and the ratification
of the Board of Commissioners Report and the Consolidated
Financial Statements of the Company, grant full release and
discharge (acquit et decharge) to all members of the Board of
Directors and the Board of Commissioners of the Company for
their respective management and supervisory actions taken
during financial year 2011, to the extent those actions are
reflected in the Annual Report and Consolidated Financial
Statements of the Company financial year 2011.
Approve the net profit of the Company for financial year
ending as at 31 December 2011 amounting to Rp
17,785,292,319,684,- (seventeen trillion seven hundred eighty
five billion two hundred ninety two million three hundred
nineteen thousand six hundred and eighty four Rupiah) to be
appropriated as follows:
a. (1) an amount of Rp 8,015,743,521,720 (eight trillion
fifteen billion seven hundred forty three million five
hundred twenty one thousand seven hundred and twenty Rupiah)
to be distributed as cash dividend or Rp 1,980 (one thousand
nine hundred and eighty Rupiah) per share, taking into
account the interim dividend of Rp 600 (six hundred Rupiah)
per share which has been paid on 14 November 2011, as such
the remaining in the amount of Rp 1,380 (one thousand three
hundred and eighty Rupiah) per share will be paid on 6
June 2012 to the Company's Shareholders whose names are
registered in the Company's
Register of Shareholders on 23 May 2012 at 04:00 p.m. Western
Indonesia Time;
(2) authorize the Board of Directors of the Company to carry
out the dividend distribution and to do all necessary
actions. The dividend payment will be made with due
observance to the prevailing tax, Indonesian Stock Exchange
and other Capital Market regulations.
b. the remaining, an amount of Rp 9,769,548,797,964 (nine
trillion seven hundred sixty nine billion five hundred forty
eight million seven hundred ninety seven thousand nine
hundred and sixty four Rupiah) to be recorded as retained
earnings of the Company.
3. Agenda 3
a. Appoint the members of the Board of Commissioners of the
Company with the following composition:
President Commissioner : Budi Setiadharma Independent
Commissioner : Djunaedi Hadisumarto Independent Commissioner
: Muhamad Chatib Basri
Independent Commissioner : Soemadi Djoko Moerdjono
Brotodiningrat
Independent Commissioner : Erry Firmansyah
Independent Commissioner : Kyoichi Tanada
Commissioner : Anthony John Liddell Nightingale Commissioner
: Benjamin William Keswick Commissioner : Mark Spencer
Greenberg Commissioner : Chiew Sin Cheok
Commissioner : Jonathan Chang
Commissioner : David Alexander Newbigging
for the term of office as of the closing of this Meeting
until the closing of the 2014 Annual
General Meeting of Shareholders of the Company.
In connection with such appointment of the members of the
Board of Commissioners of the Company, grant a power of
attorney with substitution right to the Board of Directors of
the Company to restate part or entire part of these Meeting
resolutions in notarial deed and subsequently notify the
composition of the Board of Commissioners of the Company to
the Ministry of Law and Human Rights of the Republic of
Indonesia as well as other government agencies, and to do all
required actions in compliance with the prevailing
regulations.
b. (1) Authorize the Board of Commissioners, with due
observance to the opinion of the Remuneration and Nomination
Committee of the Company, to determine the salary and
benefits of the members of the Board of Directors of the
Company; and
(2) Determine that the honorarium for all members of the
Board of Commissioners of the Company will be in the maximum
amount of Rp 1,000,000,000 (one billion Rupiah) gross per
month, to be paid 13 (thirteen) times in one year, effective
as of 1 May 2012 until the closing of the 2013 Annual General
Meeting of Shareholders, and authorize the President
Commissioner, with due observance of the opinion of the
Remuneration and Nomination Committee of the Company, to
determine the distribution of such honorarium among the
members of the Board of Commissioners of the Company.
4. Agenda 4
Authorize the Board of Directors of the Company to (a)
appoint one of the public accountant firms in Indonesia,
which is affiliated with one of the big four international
public accountant firms and registered with BAPEPAM LK, to
audit the financial statements of the Company for financial
year
2012 and (b) determine the honorarium and other terms and
conditions of the appointment of such public accountant firm.
1. Approve the change or split of the nominal value of the
Company from Rp 500 (five hundred Rupiah) per share, to
become Rp 50 (fifty Rupiah) per share, with due regard to the
prevailing Capital Market regulations in Indonesia.
As a result of the change of nominal value:
(a) the number of shares of the Company increases from
6,000,000,000 (six billion) shares with a nominal value of Rp
500 (five hundred Rupiah) per share to 60,000,000,000 (sixty
billion) shares with a nominal value Rp 50 (fifty Rupiah) per
share.
(b) the issued and paid up shares of the Company increases
from previously 4,048,355,314 (four billion forty eight
million three hundred fifty five thousand three hundred
fourteen) shares to
40,483,553,140 (forty billion four hundred eighty three
million five hundred fifty three thousand one hundred forty)
shares.
2. Approve the amendment of Article 4 paragraphs 1 and 2 of
the Articles of Association of the
Company so that going forward it will read as follows:
"Capital
Article 4
1. The authorized capital of the Company shall be Rp
3,000,000,000,000 (three trillion Rupiah), divided into
60,000,000,000 (sixty billion) shares, each share having a
nominal value of Rp 50 (fifty Rupiah).
2. Of such authorized capital, 40,483,553,140 (forty billion
four hundred eighty three million five hundred fifty three
thousand one hundred forty) shares have been issued and fully
paid up with an aggregate nominal value of Rp
2,024,177,657,000 (two trillion twenty four billion one
hundred seventy seven million six hundred fifty seven
thousand Rupiah)"
3. Grant a power of attorney with substitution rights to the
Board of Directors of the Company to restate part or entire
part of these Meeting resolutions into notarial deed and
subsequently obtain approval of and/or notify the Ministry of
Law and Human Rights of the Republic of Indonesia as well as
other government agencies, and to do all required actions,
including to determine and announce the schedule and the
implementation of the stock split in compliance with the
prevailing regulations and Capital Market regulations.
Thus our notification. Thank you for your attention.
Sincerely,
Sgd
Gita Tiffany Boer
Corporate Secretary
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