PT Hexindo Adiperkasa Tbk : Summary of AGMS (PDF 58KB)

ANNOUNCEMENT

SUMMARY OF MINUTES OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

The Board of Directors of PT Hexindo Adiperkasa Tbk ("the Company"), 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 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, 2022 as follows:

1. Date, Time, Venue and Agenda
   The Meeting was held on Wednesday, 21 September 2022 at 10:25 - 11:10 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 and ratification of the Company's Annual Report for the fiscal year ended March 31, 2022, which includes: the Company's Activity Report, the Board of Commissioners' Supervisory Report and Company's Financial Statement for the fiscal year ended March 31, 2022; and to give full discharge and release of responsibility (acquit et de charge) to the Board of Directors and the Board of Commissioners for their management and supervision during financial year ended March 31, 2022;
   2. Stipulation of the utilization of the Company's profit for the financial year ended on March 31, 2022 and distribution of dividend;
   3. Appointment of Public Accountant and/or Public Accountant Office for the financial year April 1, 2022 until March 31, 2023;
   4. Determination of the Company's Board of Directors and Board of Commissioner's remuneration and allowances for April 1, 2022 to March 31, 2023;
   5. Approval Reappointment/ Change of the Board of Directors .

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	: Dai Tamura
Director	: Yoshendri
Director	: Dwi Swasono
Director	: Teru Karahashi
Board of Commissioners:
President Commissioner/ Commissioner Independent	: Drs Toto Wahyudiyanto
Commissioner Independent	: Harry Danui

1. Quorum of Attendance
   The Meeting was attended by 728,060,321 shares or equivalent to 86,674% of shareholders or the authorized proxy of shareholders with valid voting rights of the 840,000,000 shares which are all shares with valid voting rights that have been issued by the Company.

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
728.039.121	300	20.900	728.060.021
or 99,997%	or 0%	or 0,003%	or 100%

RESOLUTION:

Approved and ratified the Company's Annual Report for the fiscal year ended March 31, 2022, which includes: the Company's Activity Report, the Board of Commissioners' Supervisory Report and Company's Financial Statement for the fiscal year ended March 31, 2022; and grant full release and discharge of responsibility (acquit et de charge) to the Board of Directors and the Board of Commissioners for their management and supervision during financial year ended March 31, 2022.

2. Second Agenda:

Voting Results:

Agree	Disagree	Abstain	Total Votes Agree
725.905.721	2.134.000	20,600	725.926.321
or 99,704%	or 0,293%	or 0,003%	or 99,707%

RESOLUTION:

1. Approve of the Company's net profit usage for fiscal year ended on March 31st 2022;
2. 1. in the amount of USD44,066,726 or 80% from the net profit of the Company for fiscal year ended on March 31st 2022, distribute as cash dividend to the shareholders of the Company, so every share will obtain cash dividend in the amount of USD0.05246.
   2. The remaining net profit for fiscal year ended on March 31st 2022 booked as retained earning.
3. 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.

3. Third Agenda:

Voting Results:

Agree	Disagree	Abstain	Total Votes Agree
726.951.121	1.088.300	20.900	726.972.021
or 99,848%	or 0,149%	or 0,003%	or 99,851%

RESOLUTION:

1. 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 2023.
2. 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;
3. Grants authority to the Board of Directors of the Company to stipulate its remuneration, terms of its appointment.

4. Fourth Agenda:
	Voting Results:
	Agree	Disagree	Abstain	Total Votes Agree
	725.458.466	2.581.055	20.800	725.479.266
	or 99,643%	or 0,0354%	or 0,003%	or 99,646%

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 2022 until March 31st 2023, maximum equal to fiscal yar April 1st 2021 until March 31st 2022, 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;

5. Fifth Agenda:

Voting Results:

Agree	Disagree	Abstain	Total Votes Agree
723.304.365	4.579.356	176.600	723.480.965
or 99,347%	or 0,629%	or 0,024%	or 99,371%

RESOLUTION:

1. Reappointment of Mister Ir. DJONGGI TUMBUR PARNINGOTAN GULTOM as President Director, and Mister YASUMASA ZAIZEN, Mister DAI TAMURA, Mister TERU KARAHASHI, Mister DWI SWASONO, Mister YOSHENDRI, Mister FUMIO NAKAJIMA, Bapak MAKOTO SORIMACHI, Mister TOSHITAKA UCHIDA, as Company's Directors as of the closing of this meeting;
2. 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 TERU KARAHASHI;
Director	: Mister DWI SWASONO;
Director	: Mister YOSHENDRI;
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	23 September 2022
	Stock Exchange (IDX) and OJK
2.	Announcement in IDX website and Company website	23 September 2022
3.	Cum Dividend in Regular and Negotiation Market	29 September 2022
4.	Ex Dividend on the Regular and Negotiation Market	30 September 2022
5.	Cum Dividend in Spot Market	3 October 2022
6.	Ex Dividend in Spot Market	4 October 2022
7.	Recording date of shareholders who entitled of Dividend	3 October 2022
	Distribution
8.	Dividend Payment	21 October 2022

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 3 October 2022 at 16:00 WIB (Western Indonesia Time).
2. Cash dividend payment shall be made from 21 October 2022 under the following terms:
3. 1. For the shares which are not registered yet in the collective custody of KSEI, the Company will pay dividends by means of transfer to the bank account of the relevant shareholder. Shareholders who have not informed their bank account must have sent a written notification to the Company's Shares Registrar, PT Raya Saham Registra, Gedung Plaza Sentral, second floor, Jalan Jenderal Sudirman Kav. 47-48, Jakarta 12930, in writing at the latest on 3 October 2022 at 16.00 WIB (Western Indonesia Time).
      If until 3 October 2022 at 16:00 WIB (Western Indonesia Time) the Shares Registrar does not receive the shareholders' bank account numbers, the Company shall pay the dividend after receiving the relevant shareholder's bank account information.
   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 3 October 2022.
   4. Tax on dividend shall be subject to the prevailing Tax Regulation.

Jakarta, 23 September 2022

PT HEXINDO ADIPERKASA TBK

Board of Directors