PT Hexindo Adiperkasa Tbk : Summary of AGMS (PDF 42KB)

ANNOUNCEMENT

SUMMARY OF MINUTES OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

The Board of Directors of PT Hexindo Adiperkasa Tbk, a public company, domiciled in East Jakarta and located Pulo Gadung Industrial Estate, Jl. Pulo Kambing II Kavaling I-II No. 33, Jatinegara, Cakung, East Jakarta ("the Company") hereby announces the Summary of the Minutes of the Annual General Meeting of Shareholders ("(hereinafter shall be referred to as the "Meeting") for the financial year which ended on March 31, 2021 as follows:

1. Date, Time, Venue and Agenda
   The Meeting was held on Friday, 17 September 2021 at 10:27 - 11:26 WIB (Western Indonesia Time) at the Company's Head Office - Pulogadung Industrial Estate, Jalan Pulo Kambing II Kaveling I and II number 33, East Jakarta 13930, Indonesia.
   Meeting Agenda:
2. 1. Approval of the Supervisory Report of the Board of Commissioners and Board of Directors Report concerning the performance of the financial year ended on March 31, 2021;
   2. Approval of the Annual Report of the Company for the financial year ended on March 31, 2021.
   3. Ratification of the Financial Report of the Company that ended on March 31, 2021;
   4. Stipulation of the utilization of the Company's profit for the financial year ended on March 31, 2021 and distribution of dividend;
   5. Appointment of Public Accountant and/or Public Accountant Office for the financial year April 1, 2021 until March 31, 2022;
   6. Determination of the Company's Board of Directors and Board of Commissioner's remuneration and allowances for April 1, 2021 to March 31, 2022;
   7. Changes of the Board of Director.

II. Attendance of Board of Commissioners and Board of Directors

The Meeting were attended by the following members of Board of Commissioners and Board of Directors: Directors:

President Director	: Ir. Djonggi TP. Gultom
Director	: Yasumasa Zaizen
Director	: Yoshedri
Director	: Dwi Swasono
Board of Commissioners:
President Commissioner/ Commissioner Independent	: Drs Toto Wahyudiyanto
Commissioner Independent	: Harry Danui

1. Quorum of Attendance
   The Meeting was attended by 737,095,606 shares or equivalent to 87.749% of shareholders or the authorized proxy of shareholders with valid voting rights of the 840,000,000 shares.
   In accordance with the Company's Shareholders Register as of 25 August 2021 until 16.00 WIB (Western Indonesia Time).

IV. Submission of Questions and/or to Give Opinion

The shareholders or the authorized proxies of the shareholders was given the opportunity to ask questions and/or opinions for each agenda item of the Meeting, but none of the shareholders and their proxies asked questions and/or opinions.

1. Mechanism of Decision Making
   The resolution was resolved on amicable deliberation to reach mutual consensus, in the event that deliberation for consensus is not reached the decision is made by voting.

VI. Voting Results and Meeting Resolutions
A. Meeting Results
1.	First Agenda:
	Voting Results:
	Agree			Disagree	Abstain	Total Votes Agree
	737.081.806	0	13.800	737.095.606
	or 99,998%			or 0%	or 0,002%	or 100%
	Resolution:
	Approved and ratified the Supervision Report of the Board of Commissioners and the Board of Directors report
	regarding the Company's performance for fiscal year ended on March 31, 2021.
2.	Second Agenda:
	Voting Results:
	Agree			Disagree	Abstain	Total Votes Agree
	737.095.606	0	0	737.095.606
	or 100%			or 0%	or 0%	or 100%
	Resolution:
	Approved and ratified the Company's Annual Report for fiscal year ended on March 31, 2021.
3.	Third Agenda:
	Voting Results:
	Agree			Disagree	Abstain	Total Votes Agree
	737.081.806		0	13.800	737.095.606
	or 99,998%			or 0%	or 0,002%	or 100%
	Resolution:
	Accepted, approved and ratified the Annual Financial Report of the Company ended on March 31, 2021 and
	give full release and discharge (acquit et de charge) to the Board of Commissioners and the Board of Directors
	from their responsibilities for the supervision and management of the Company in the financial year ended on
	March 31, 2021 to the extent such responsibilities is reflected in the Company's Financial Statement for the
	fiscal year ended on March 31 2021.
4.	Fourth Agenda:
	Voting Results:
	Agree			Disagree	Abstain	Total Votes Agree
	737.095.606		0	0	737.095.606
	or 100%			or 0%	or 0%	or 100%

Resolution:

a. Approve of the Company's net profit usage for fiscal year ended on March 31st 2021, in the amount of USD20,477,788 or 80% from the net profit of the Company for fiscal year ended on March 31st 2021, distribute as cash dividend to the shareholders of the Company, so every share will obtain cash dividend in the amount of USD0.024378. The remaining net profit for fiscal year ended on March 31st 2021 in the amount of USD5.119.447 booked as retained earning.

b. Approve an additional cash dividend from retained earning balance which has not been decided of its use in the amount of USD0.059524 per share will be paid on 840,000,000 share or the total of USD50,000,000 from retained earning balance which has not been decided of its use;

So the total cash dividend in the amount of USD0.083902 per share will be paid on 840,000,000 shares or the total of USD70,477,788;

		c.	Grants power of attorney and authority to the Board of Directors of the Company to do every and each action
			needed related to the resolution above, in accordance with the prevailing laws and regulations.
5.		Fifth Agenda:
		Voting Results:
			Agree	Disagree		Abstain	Total Votes Agree
			734.419.506	2.676.100	0	734.419.506
			or 99,637%	or 0,363%		or 0%	or 99,637%
		Resolution:
		a.	Approve of appointment of Public Accountant Firm Purwantono, Sungkoro & Surja as Public Accountant Firm
			of the Company to audit the Company's Financial Report for fiscal year ended on March 31st 2022.
		b.	Grants authority to the Board of Commissioners with limitation or criteria of the Public Accountant appointment,
			also appoint and stipulate replacement public accounting firm if the appointed public accountant firm can not
			carry out their duties upon the provision of the capital market in Indonesia;
		c.	Grants authority to the Board of Directors of the Company to stipulate its remuneration, terms of its
			appointment.
6.	Sixth Agenda:
		Voting Results:
			Agree	Disagree		Abstain	Total Votes Agree
			737.072.806	0		22.800	737.095.606
			or 99,99%	or 0%		or 0,01%	or 100%

Resolution:

1. Determine the remuneration in the form of salary or honorarium and other benefits to the members of the Board of Commissioners of the Company overall for fiscal year April 1st 2021 until March 31st 2022, maximum equal to fiscal yar April 1st 2020 until March 31st 2021, and grant authority to the Board of Commissioners' Meeting to determine its allocation.
2. Grants authority to the Board of Commissioners of the Company to determine its remuneration in the form of salary and other benefits for the Board of Directors of the Company;

7. Seventh Agenda:

Voting Results:

Agree	Disagree	Abstain	Total Votes Agree
737.081.806	0	13.800	737.095.606
or 99,998%	or 0%	or 0,002%	or 100%

Resolution:

1. Accept the resignation of Mister KENJI SAKAMOTO as the Director of the Company, with gratitude of his service and performance in the Company;
2. Appoint Mister Dai Tamura as the Director, counted since the closing of this Meeting;
3. Reappointment of Mister Ir. DJONGGI TUMBUR PARNINGOTAN GULTOM as President Director, and Mister YASUMASA ZAIZEN, Mister KOJI SATO, Mister YOSHENDRI, Mister DWI SWASONO, Mister FUMIO NAKAJIMA, Bapak MAKOTO SORIMACHI, Mister TOSHITAKA UCHIDA, as Company's Directors as of the closing of this meeting.
4. determine the composition of the Board of Directors and Board of Commissioners of the Company counted since the closing of this Meeting until the Annual General Meeting of Shareholders of 2023, as follow :

The Board of Directors :

President Director	: Mister Ir. DJONGGI TUMBUR
	PARNINGOTAN GULTOM
Director	: Mister YASUMASA ZAIZEN
Director	: Mister DAI TAMURA
Director	: Mister KOJI SATO
Director	: Mister YOSHENDRI
Director	: Mister DWI SWASONO
Director	: Mister FUMIO NAKAJIMA
Director	: Mister MAKOTO SORIMACHI
Director	: Mister TOSHITAKA UCHIDA

The Board of Commissioners :

President Commissioner (Independent Commissioner) : Mister TOTO WAHYUDIYANTO

Independent Commissioner : Mister HARRY DANUI

1. Grants authority and power of attorney to the Board of Directors of the Company, with substitution right, to state the resolution regarding the composition of the Board of Directors and Board of Commissioners of the Company abovementioned in a deed made before Notary, and hereinafter notify the authorized party, and do all and every necessary action related to the resolution in accordance with the prevailing laws and regulations.

VII.	Schedule and Procedures of Cash Dividend Payment

The disbursement of cash dividend is carried out with the following schedule:

No.	Description	Date
1.	Notifications of dividend payment and schedule to the Indonesia	21 September 2021
	Stock Exchange (IDX) and OJK
2.	Announcement in IDX website and in newspapers	21 September 2021
3.	Cum Dividend in Regular and Negotiation Market	27 September 2021
4.	Ex Dividend on the Regular and Negotiation Market	28 September 2021
5.	Cum Dividend in Spot Market	29 September 2021
6.	Ex Dividend in Spot Market	30 September 2021
7.	Recording date of shareholders who entitled of Dividend	29 September 2021
	Distribution
8.	Dividend Payment	21 October 2021

Procedures of the Dividend Payment is as follows:

1. The eligible shareholders to receive dividend shall be those whose names are recorded in the List of Company's Shareholders as per 29 September 2021 at 16:00 WIB (Western Indonesia Time).
2. Cash dividend payment shall be made from 21 October 2021 under the following terms:
3. 1. For the shares which are not registered yet in the collective custody of KSEI, the Company shall distribute the dividend in terms of cash cheques to the respective shareholders according to their registered addresses in the List of Company's Shareholders; or by request of the shareholders the Company shall transfer the dividend to their bank accounts, and for shareholders wishing to have payment by transfer shall notify the Company's Shares Registrar, , PT Raya Saham Registra, Gedung Plaza Sentral, second floor, Jl. Jenderal Sudirman Kav. 47-48, Jakarta 12930, in writing at the latest on 29 September 2021 at 16.00 WIB (Western Indonesia Time).
      If until 29 September 2021 at 16:00 WIB (Western Indonesia Time) the Shares Registrar does not receive the shareholders' bank account numbers, the Company shall pay the dividend by sending cash cheques to the respective addresses registered in the List of Company's Shareholders.
   2. For the shareholders who are registered in the collective custody of KSEI, payment of dividend shall be made by the Company through Kustodian Sentral Efek Indonesia which will further distribute it to the participants in which they maintain their accounts and the shareholders will receive payment from the relevant participants.
   3. For dividend payments in Rupiah currency will be paid with an equivalent value of dividends paid in US Dollars ("US Dollars") based on the middle exchange rates determined by Bank Indonesia on the Recording date of the shareholders entitled to dividends in List of Shareholders dated 29 September 2021.
   4. Tax on dividend shall be subject to the prevailing Tax Regulation.

Jakarta, 21 September 2021

PT HEXINDO ADIPERKASA TBK

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