ANNOUNCEMENT SUMMARY OF MINUTES OF ANNUAL GENERAL MEETING OF SHAREHOLDERS EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
ANNOUNCEMENT SUMMARY OF MINUTES OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
For the purpose of compliance with Regulation of Financial Services Authority No. 32/POJK.04/ 2014 as amended with Regulation of Financial Services Authority No. 10/POJK.04/2017 regarding Plan and Implementation of General Meeting of Shareholders of Public Company it is hereby announced that PT SARIMELATI KENCANA Tbk., (the “Company”) having domicile at South Jakarta, has performed Annual General Meeting of Shareholders and Extraordinary General Meeting of Shareholders on Wednesday, dated 24 April 2019, at Balai Kartini – Rafflesia Grand Ball Room Jl. Jend. Gatot Subroto Kav. 37, Kuningan, Jakarta Selatan 12950 (the “Meeting”).
A. ATTENDANCE BY BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS
The Meeting was chaired by Mr. Hadian Iswara in his capacity as President Commissioner pursuant to Circular Resolution of Board of Commissioners dated 23 April 2019, and was attended by members of Board of Commissioenrs and Board of Directors of the Company, as follows:
Mr. Hadian Iswara - President Commissioner
Mr. Brata Taruna Hardjosubroto - Commissioner
Mr. Ito Warsito - Independent Commissioner
Mr. Stephen James McCarthy - President Director
Mr. Frederick Estrada Cadlaon - Director
Mr. Jeo Sasanto - Director
Mr. Budi Setiawan - Independent Director
B. AGENDAS OF THE GENERAL MEETING OF SHAREHOLDERS
I. Annual General Meeting of Shareholders
1. Approval on the Company’s Annual Report including ratification on the Annual Financial Statements for the book year that ended on the date of 31 December 2018, 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 2018.
2. Determination on the utilization of the Company’s net profit from the book year that ended on the date of 31 December 2018.
3. Approval on changes to the management structure of the Company.
4. 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 2019.
5. 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 2019, and the delegation of authority in favour of the Board of Directors to stipulate the honorarium of the Public Accountant.
6. Report on the Realization of the Use of Proceeds from the Initial Public Offering.
II. Extraordinary General Meeting of Shareholders
1. Approval on the amendment to Article 3 of the Articles of Association of the Company concerning Purposes and Objectives and Business Activities for the purpose of compliance with the requirements and provisions of Government Regulation No. 24 of 2018 regarding Electronic Integrated Business Licensing Services.
2. Approval on amendment to Article 15 paragraph (3) of the Articles of Association of the Company concerning addition of categories and/or types of corporate actions that require prior approval from the Board of Commissioners.
3. Approval on the proposal of Capital Increase Without Pre-emptive Rights within the context of Management and Employee Stock Ownership Plan (“MESOP Program”) as regulated under provision of Article 4 paragraph (1) point (b) of the Regulation of Financial Services Authority No. 38/POJK.04/2014 regarding Capital Increases Without Pre-Emptive Rights for Public Company, including:
a. Approval on amendment to the Article 4 paragraph (2) of the Articles of Association of the Company resulting from the implementation of MESOP Program;
b. Granting and delegation of authority in favour of the Board of Commissioners of the Company for issuance of the Company’s new shares resulting from the Capital Increase Without Pre-Emptive Rights; and
c. Reinstate any and all parts of Agenda of this GMS into one or more Notarial Deed, and to attend and to appear before any authorized party or official including but not limited to Notary and Ministry of Law and Human Rights of the Republic of Indonesia.
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
I. Annual General Meeting of Shareholders was attended by the shareholders and/or its proxy in the amount of 2,662,582,901 shares representing 88.11% of the total amount of 3,021,875,000 of the issued and paid-up capital of the Company.
II. Extraordinary General Meeting of Shareholders was attended by the shareholders and/or its proxy in the amount of 2,689,977,230 shares representing 89.01% of the total amount of 3,021,875,000 of the issued and paid-up capital of 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., 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, including the ratification of the Company’s Annual Financial Statement for the financial year which have ended on 31 December 2018, and to issue the 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 2018.
During the question and answer session there were 3 (three) shareholders or proxy of shareholders who were present in the Meeting and raised question and/or opinion.
Voting Calculation Result of the First Agenda
Agree |
Abstain |
Disagree |
2,420,080,001 90.89% |
242,502,900 9.10% |
0 0% |
2. Second Agenda
To allocate distribution of comprehensive net income attributable to shareholders for the Financial Year which have ended on 31 December 2018 in the amount of Rp. 173,095,760,565 (one hundred seventy three billions ninety five million seven hundred sixty five hundred sixty five Rupiah), into as follows:
a. set aside Rp.500,000,000 (five hundred million Rupiah) or equivalent to 0.29% (zero point two nine percent) of the comprehensive net income attributable to shareholders for the mandatory reserve in order to comply with the provision of Article 70 of Law No. 40 of 2007 on Limited Liability Companies.
b. set some portion of the comprehensive net income in the amount of Rp86,047,880,283 (eighty six billion forty seven million eight hundred eighty thousand two hundred eighty three Rupiah) or equivalent to 49.71% (forty nine point seven one percent) of the comprehensive net income attributable to shareholders shall be recorded as retained earnings.
c. set the balance of comprehensive net income attributable to the shareholders as cash dividend in the amount of Rp86,547,880,282 (eighty six billion five hundred forty seven million eight hundred eighty thousand two hundred eighty two Rupiah) or equivalent to Rp.28.64 (twenty eight point six four Rupiah) per share to the shareholders.
d. To delegate powers and authorities in favour of the Board of Directors for the purposes of stipulating schedules and procedures for distribution of cash dividend in compliance with (A) Regulation of Financial Services Authority No. 32/POJK.04/2014 as amended with Regulation of Financial Services Authority No. 10/POJK.04/2017 regarding Plan and Performance of General Meeting of Shareholders of Public Company, and (B) Decree of the Directors of Indonesian Stock Exchange No. Kep-00023/BEI/03-2015 regarding Stipulation for Schedule on Cash Dividend.
Voting Calculation Result of the Second Agenda
Agree |
Abstain |
Disagree |
2,420,079,101 90.89% |
242,503,800 9.10% |
0 0% |
3. Third Agenda
To appoint and reinstate the members of Board of Commissioners and Board of Directors for the period until conclusion of the 2021 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 the President Director of the Company and Mr. Brata Taruna Hardjosubroto from his position as a member of the Board of Commissioners of the Company along with the release and discharge (acquit et de charge) from all of their obligations for their actions during their term as the President Director and a member of the Board of Commissioners of the Company, respectively.
b. to appoint Mr. Steven Christopher Lee as the President Director of the Company and Mr. Stephen James Mccarthy as a member of the Board of Commissioners of the Company for a period until the conclusion of the 2021 Annual General Meeting of Shareholders, without prejudice to the right and authority of the General Meeting of Shareholders to dismiss them at any time.
c. to adjust the status of Mr. Budi Setiawan from an Independent Director of the Company to become a Director of the Company.
Due to the replacement, appointment and adjustment of status 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 |
Hadian Iswara |
President Commissioner |
2 |
Stephen James McCarthy |
Commissioner |
3 |
Ito Warsito |
Independent Commissioner |
4 |
Steven Christopher Lee |
President Director |
5 |
Frederick Estrada Cadlaon |
Director |
6 |
Jeo Sasanto |
Director |
7 |
Budi Setiawan |
Director |
Voting Calculation Result of the Third Agenda
Agree |
Abstain |
Disagree |
2,420,079,401 90.89% |
242,502,900 9.10% |
600 0.0000225% |
4. Forth 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 2019 shall be in the cumulative amount of Rp3,300,000,000 (three billion three hundred million Rupiah) per year. The amount of other remuneration and facilities shall be set out in the Company’s 2019 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 2019 and such amount of remuneration, including allowance, bonuses and other facilities lain shall be set out in the Company’s 2019 Annual Report.
Voting Calculation Result of the Forth Agenda
Agree |
Abstain |
Disagree |
2,231,345,501 83.80% |
242,702,900 9.11% |
188,534,500 7.08% |
5. Fifth 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 2019, 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 36A paragraph (1) and paragraph (2) of Regulation of the Financial Services Authority No. 32/POJK.04/2014 as amended by Regulation of the Financial Services Authority No. 10/POJK.04/2017 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 Use of Public Accountant and Auditing Firm in Financial Services Activities.
Voting Calculation Result of the Fifth Agenda
Agree |
Abstain |
Disagree |
2,347,925,001 88.18% |
242,503,700 9.10% |
72,154,200 2.70% |
6. Sixth Agenda
Due to the fact that the nature of this Agenda relates to the Report on Realization of Utilization of Public Offering Funds is a report, consequently there were no approval requested from the shareholders, because the realization of utilization of such funds have been performed in compliance with the Company’s Prospectus.
II. Extraordinary General Meeting of Shareholders
1. First Agenda
To grant approval for amendment to the provision of Article 3 of the Company’s Articles of Association in accordance with category of business activities stipulated under the Company’s Business Registration Number for the purpose of compliance with Government Regulation No. 24 of 2018 regarding Electronically Integrated Business Licensing Services.
Voting Calculation Result of the First Agenda
Agree |
Abstain |
Disagree |
2,368,809,530 88.06% |
242,702,900 9.02% |
78,464,800 2.91% |
2. Second Agenda
To grant approval for amendment to the provision of Article 15 paragraph (3) of the Company’s Articles of Association.
Voting Calculation Result of the Second Agenda
Agree |
Abstain |
Disagree |
2,368,809,230 88.06% |
242,702,900 9.02% |
78,465,100 2.91% |
3. Third Agenda
To approve the Company to perform Capital Increase Without Preemptive Rights for the Management and Employee Stock Ownership Program for the issuance of 25,049,263 (twenty-five million forty-nine thousand two hundred sixty-three) new shares, including:
a. to approve the amendment to Article 4 paragraph (2) of the Articles of Association of the Company which shall be adjusted as a result of the MESOP Program implementation;
b. to approve for the grant and delegation of authority to the Board of Commissioners of the Company to issue new shares in the Company in relation to the implementation of the Capital Increase Without Preemptive Rights; and
c. to reinstate of a part of or all resolutions of the Agenda of this Meeting into one or more Notarial Deed, and appear before or present themselves before authorized parties or officials, including but not limited to a Notary and the Minister of Law and Human Rights of the Republic of Indonesia.
Voting Calculation Result of the Third Agenda
Agree |
Abstain |
Disagree |
2,442,951,630 90.81% |
240,500,100 8.94% |
6,525,500 0.24% |
SCHEDULE AND PROCEDURES FOR DISTRIBUTION OF CASH DIVIDEND
Further, pursuant to the resolution of the Second Agenda of the Annual General Meeting of Shareholders as set forth above whereby the Meeting had decided to perform distribution of cash dividend from the Company’s net profit in the amount of Rp86,547,880,282 (eighty six billion five hundred forty seven million eight hundred eighty thousand two hundred eighty two Rupiah) or equivalent to Rp.28.64 (twenty eight point six four Rupiah) per shares shall be distributed to the Company’s shareholders, with the following schedule and procedures for distribution of cash dividend of book year 2018 as follows:
Schedule for Distribution of Cash Dividend
NO |
DESCRIPTION |
DATE |
1. |
Last Date of the Trading Period of the Company’s Shares on the Stock Exchange with Dividend Rights (Cum Dividend)
|
3 May 2019 7 May 2019 |
2. |
First Date of the Trading Period of the Company’s Shares on the Stock Exchange without Dividend Rights (Ex Dividend)
|
6 May 2019 8 May 2019 |
3. |
The Recording Date for Register of Shareholders Who Shall be Entitled to Receive Dividend |
7 May 2019 |
4. |
Date for Distribution of Cash Dividend Tanggal Pembayaran Dividen Tunai |
23 May 2019 |
Procedure for Distribution of Cash Dividend
1. The Cash Dividend will be paid to the Shareholders whose names are registered in the the Company’s Register of Shareholders or recording date on the date of 7 May 2019 and/or the owner of the Company’s shares in the sub-securities account in PT Kustodian Sentral Efek Indonesia (“KSEI”) at the closing of the trading session on the date of 7 May 2019.
2. Shareholders whose shares are deposited in collective depository with KSEI, the payment of cash dividend shall be paid through KSEI and shall be distributed to the securities account of the Securities Companies and/or Custodian Banks on the date of 23 May 2019. The receipt of the payment of the cash dividend shall be given by KSEI to the Securities Companies and/or Custodian Banks where the Shareholders have opened their account. Whilst for the Shareholders whose shares are not deposited with the collective depository in KSEI, then the payment of the dividend will be remitted directly to the account owned by the Shareholders.
3. The cash dividend is subject to taxes in compliance with the prevailing taxation laws and regulations. The rate of tax to be imposed shall be borne by the relevant Shareholders and to be deducted with the applicable tax from the amount of cash dividend allocated to such Shareholders.
4. Shareholders who are Domestic Taxpayer in the form of legal entity shall be required to submit their Taxpayer Registration Number (“NPWP” / Nomor Pokok Wajib Pajak) to KSEI or the Company’s Share Registrar of PT Datindo Entrycom(“BAE”) having office atJl. Hayam Wuruk No. 28, 2nd Floor, Jakarta Pusat 10120no later than 7 May 2019 at 16:15 WIB. Without the NPWP, the cash dividend to be distributed to the domestic taxpayer shall be imposed with 100% higher rate of Income Tax than the normal rate.
5. Shareholders who are Foreign Taxpayer, whose tax deduction shall be imposed with the prevailing rates of the relevant Tax Treaty under the Agreement on the Prevention of the Imposition of Dual Taxes (“P3B”), shall be obligated to comply with the requirements of the Regulation of Directorate General of Taxation No.PER-25/PJ/2018 regarding Procedures for Implementation of Avoidance of Double Taxation and to submit the DGT Form, which have been duly legalized by the Indonesian Tax Office for Public Company to KSEI or BAE in compliance with provisions and regulations of KSEI. Failure to comply with these requirements, shall cause the cash dividend to be imposed with the rate of 20% as governed under Article 26 of Income Tax.
6. Shareholders whose shares are collectively deposited with KSEI, may collect the tax receipt relating to the dividend from the Securities Companies and/or Custodian Banks where the shareholders have opened their securities account starting on 22 July 2019.
Jakarta, 26 April 2019
PT Sarimelati Kencana Tbk.
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