ANNOUNCEMENT SUMMARY OF MINUTES OF ANNUAL AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

ANNOUNCEMENT SUMMARY OF MINUTES OF ANNUAL AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

  

For the purpose of compliance with Regulation of Financial Services Authority No. 15/POJK.04/ 2020 regarding Plan and Implementation of General Meeting of Shareholders of Public Company (“POJK 15/2020”) and Regulation of the Financial Services Authority No. 16/ POJK.04/2020 on the Implementation of Electronic General Meeting of Shareholders of a Public Companies (“POJK 16/2020”), it is hereby announced that PT SARIMELATI KENCANA Tbk., (the “Company”) having domicile at South Jakarta, has performed Annual and Extraordinary General Meeting of Shareholders on Thursday, dated 11 May 2023, by accessing eASY.KSEI Facility (KSEI Electronic General Meeting System) as provided by the Indonesian Central Securities Depository.

The Meeting was held electronically in accordance with the POJK 15/2020 and POJK 16/2020, whereby the Chairman of the Meeting, Notary and Supporting Institutions have coordinated with regard to the implementation of the Meeting through electronic system at Jl. Jend. Gatot Subroto Kav. 1.000, Menteng Dalam, Tebet, Jakarta Selatan 12870 (the “Meeting”).

 

A.    ATTENDANCE BY BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS

The Meeting was chaired by Mr. Brata Taruna Hardjosubroto in his capacity as President Commissioner and Independent Commissioner pursuant to Circular Resolution of Board of Commissioners dated 8 May 2023, and was attended by members of Board of Commissioners and Board of Directors of the Company, as follows:

Mr. Brata Taruna Hardjosubroto                       - President Commissioner and Independent Commissioner

Mr. Emireza Mohammad Arifin                         - Commissioner

Mr. Hadian Iswara                                              - President Director

Mr. Stephen James McCarthy                            - Director

Mr. Jeo Sasanto                                                      - Director

Mr. Budi Setiawan                                                 - Director

 

B.    AGENDAS OF THE GENERAL MEETING OF SHAREHOLDERS

 

I.               Annual General Meeting of Shareholders

1.     Approval on the Company’s Annual Report prepared by the Board of Directors including Supervisory Report prepared by the Board of Commissioners and ratification on the Annual Financial Statements for the book year that ended on the date of 31 December 2022, and to give the full release and discharge (acquit et de charge) in favour of all members of the Board of Directors and Board of Commissioners of the Company for all actions and supervisions performed during the book year that ended on the date of 31 December 2022.

2.     Approval for changes to the structure of management of the Company.

3.     Approval on granting and delegation of authority in favour of the Board of Commissioners to stipulate the remuneration package including allowances, bonus and facilities to be granted in favour of the Board of Commissioners and Board of Directors for the book year that ended on the date of 31 December 2023.

4.     Approval on granting and delegation of authority in favour of the Board of Commissioners to appoint Public Accountant in order to perform examination and audit to the historical financial statement for the book year that ended on the date of 31 December 2023, and the delegation of authority in favour of the Board of Directors to stipulate the honorarium of the Public Accountant.

 

II.             Extraordinary General Meeting of Shareholders

1.     Reinstatement of delegation of authority granted in favour of the Board of Commissioners in relation to the Capital Addition Without Pre-Emptive Rights for the purpose of Management and Employees Shares Ownership Program as had been ratified by Extraordinary General Meeting of Shareholders dated 24 April 2019.

2.     Reinstatement of approval for securing, guaranteeing or placing securities over, either partial or all of the assets of the Company in favour of its Creditor, including but not limited to (i) right of mortgage to Company’s properties, (ii) fiduciary security of all inventories, bank account, and insurance coverage of the Company, (iii) any other form of collateral or security concerning any other assets, either movable or fixed assets, for the purpose of financing or obtaining loan or financing from a third party which is granted to or obtained by the Company, either at the present or in the future, as regulated under Article 102 of the Law of the Republic of Indonesia No. 40 of 2007 concerning Limited Liability Company, in the amount, terms and provisions to be accepted by the Board of Directors of the Company, in consideration to the Capital Market laws and regulations as had been ratified by the Extraordinary General Meeting of Shareholders dated 19 November 2020.

 

In each Meeting Agenda, opportunities were provided to the shareholders and its proxy to raise questions which related to such Meeting Agenda.

 

C.    QUORUM OF THE ATTENDING SHAREHOLDERS

 

1. The Annual General Meeting of Shareholders was attended by the shareholders and/or proxies which consisted of 2,803,031,792 representing 93.2636987% shares from the total of 3,005,490,700  shares which have been issued and paid-up at the Company.

 

2. The Extraordinary General Meeting of Shareholders was attended by the shareholders and/or proxies which consisted of 2,803,027,192 representing 93.2635457% shares from the total of 3,005,490,700  shares which have been issued and paid-up at the Company.

 

D.    MECHANISM OF MEETING RESOLUTION AND VOTING CALCULATION

 

Meeting resolutions were resolved based on an amicable deliberation to reach a mutual consensus. In the event that the resolutions based on the amicable deliberation failed to be reached, then the resolutions were resolved by way of open voting. Except for the Agenda relating to the Change in the Company’s Management, which was resolved by way of closed voting. Voting is performed by vote cards and electronic counting.

 

The Company has appointed Notary Mrs. Aryanti Artisari, SH., M.Kn., and PT Datindo Entrycom to perform the calculation and validating the voting casted under each and every Agendas.

 

E.     RESOLUTIONS OF GENERAL MEETING OF SHAREHOLDERS

 

I.               Annual General Meeting of Shareholders

 

1.     First Agenda

To accept and approve the Company’s Annual Report presented by the Board of Directors including Supervisory Report presented by the Board of Commissioners and the ratification on the Annual Financial Statements for the book year that ended on the date of 31 December 2022, and to issue full release and discharge (acquit et de charge) in favour of all members of the Board of Directors and the Board of Commissioners of the Company from their managerial and supervisory obligations for the financial year which have ended on 31 December 2022.

During the question and answer session there were no question and/or opinion raised by any shareholders or proxy of shareholders who attend the Meeting.

 

Voting Calculation Result of the First Agenda

 

Agree

Abstain

Disagree

2,798,477,292

99.8375152%

4,554,500

0.1624848%

0

0%

 

2.     Second Agenda

To appoint and reinstate the members of Board of Commissioners and Board of Directors for the period until conclusion of the 2024 Annual General Meeting of Shareholders, without prejudice to the right and authority of the General Meeting of Shareholders to dismiss them at any time, and to grant approval of:

a.      to approve the replacement of Mr. Stephen James McCarthy from his position as member of the Board of Directors of the Company along with the release and discharge (acquit et de charge) from all of His obligations for any actions during His term as member of the Board of Directors of the Company; and

b.      to appoint Mr. Boy Ardhitya Lukito ST as member of the Board of Directors of the Company for a period until the conclusion of the 2024 Annual General Meeting of Shareholders, without prejudice to the right and authority of the General Meeting of Shareholders to dismiss them at any time.

 

Due to the replacement and appointment as have been explained above, then the new members of Board of Commissioners and Board of Directors shall become into as follows:

 

No

NAME

TITLE

1

Mr. Brata Taruna Hardjosubroto

President Commissioner and Independent Commissioner

2

Mr. Emireza Mohammad Arifin

Commissioner

3

Mr. Hadian Iswara

President Director

4

Mr. Boy Ardhitya Lukito ST

Director

5

Mr. Jeo Sasanto

Director

6

Mr. Budi Setiawan

Director

 

 

During the question and answer session there were no question and/or opinion raised by any shareholders or proxy of shareholders who attend the Meeting.

 

Voting Calculation Result of the Second Agenda

 

Agree

Abstain

Disagree

2,614,935,900

93.2895555%

4,554,600

0.1624883%

183,541,292

6.5479561%

 

3.     Third Agenda

a.      to determine the amount of the remuneration package along with allowance, bonus and facilities provided to all members of the Board of Commissioners of the Company for the financial year ending on 31 December 2023 shall be in the cumulative amount of Rp1,550,000,000 (one billion five hundred fifty million Rupiah) per year. The amount of other remuneration including allowances, bonus and facilities shall be set out in the Company’s 2023 Annual Report.

b.      to grant authority to the Board of Commissioners to determine the amount of remuneration including allowances, bonuses and other facilities provided to each member of the Board of Commissioners.

c.       to grant and delegate authority to the Board of Commissioners to determine the amount of remuneration including allowances, bonuses and other facilities for each member of the Board of Directors of the Company for the financial year ending on 31 December 2023 and such amount of remuneration, including allowance, bonuses and other facilities lain shall be set out in the Company’s 2023 Annual Report.

During the question and answer session there were no question and/or opinion raised by any shareholders or proxy of shareholders who attend the Meeting.

 

Voting Calculation Result of the Third Agenda

 

Agree

Abstain

Disagree

2,630,334,692

93.8389175%

4,554,600

0.1624883%

168,142,500

5.9985941%

 

4.     Fourth Agenda

To approve the granting and delegating authority to the Board of Commissioners of the Company for the appointment of a Public Accountant, including to determine reasonable terms and conditions for the appointment with due observance to the applicable regulations, for the examination and audit of the historical financial statement for the financial year ending on 31 December 2023, and the delegation of authority to the Board of Directors of the Company to determine the amount of honorarium for the Public Accountant with due observance to Article 59 of Regulation of the Financial Services Authority No. 15/POJK.04/2020 on Planning and Holding General Meetings of Shareholders of Public Limited Companies and the provision of Article 13 paragraph (1) and paragraph (2) of Regulation of the Financial Services Authority No. 13/POJK.03/2017 on The Appointment of Public Accountant and Auditing Firm in Financial Services Activities.

During the question and answer session there were no question and/or opinion raised by any shareholders or proxy of shareholders who attend the Meeting.

 

Voting Calculation Result of the Fourth Agenda

 

Agree

Abstain

Disagree

2,757,477,192

98.3748097%

4,554,600

0.1624883%

41,000,000

1.4627019%

 

 

II.             Extraordinary General Meeting of Shareholders

 

1.       First Agenda

To approve plan for reinstatement concerning delegation of authorities in favour of Board of Commissioners pertaining Capital Addition Without Pre-Emptive Rights for the purpose of Management and Employees Shares Ownership Plan, which had been ratified under the Extraordinary General Meeting of Shareholders of the Company dated 24 April 2019.

During the question and answer session there were no question and/or opinion raised by any shareholders or proxy of shareholders who attend the Meeting.

 

Voting Calculation Result of the First Agenda

 

Agree

Abstain

Disagree

2,655,931,200

94.7522453%

4,545,600

0.1621675%

142,550,392

5.0855872%

 

2.       Second Agenda

To approve plan for reinstatement concerning delegation of authorities in favour of Board of Directors with the rights of substitution for securing, guaranteeing or placing securities over, either partial or all of the assets of the Company in favour of its Creditor, including but not limited to (i) right of mortgage to Company’s properties, (ii) fiduciary security of all inventories, bank account, and insurance coverage of the Company, (iii) any other form of collateral or security concerning any other assets, either movable or fixed assets, for the purpose of financing or obtaining loan or financing from a third party which is granted to or obtained by the Company, either at the present or in the future, which had been ratified under the Extraordinary General Meeting of Shareholders of the Company dated 19 November 2020.

During the question and answer session there were no question and/or opinion raised by any shareholders or proxy of shareholders who attend the Meeting.

 

Voting Calculation Result of the Second Agenda

 

Agree

Abstain

Disagree

2,655,940,200

94.7525664%

4,545,600

0.1621675%

142,541,392

5.0852661%

 

 

 

Jakarta, 15 May 2023

PT Sarimelati Kencana Tbk.

Board of Directors