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 16 May 2024, 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 13 May 2024, 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. Boy Ardhitya Lukito - 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 2023, 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 2023. 2. Approval for reappointment of Board of Directors and Commissioners 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 2024. 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 2024, 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.
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
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 2023, 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 2023. 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
2. Second Agenda To approve the reappointment and reinstatement of the members of Board of Commissioners and Board of Directors for the period until conclusion of the 2027 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 reappointment and reinstatement as have been explained above, then the new members of Board of Commissioners and Board of Directors shall become into as follows:
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
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 2024 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 2024 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 2024 and such amount of remuneration, including allowance, bonuses and other facilities lain shall be set out in the Company’s 2024 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
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 2024, 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. 9 of 2023 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
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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
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Jakarta, 20 May 2024 PT Sarimelati Kencana Tbk. Board of Directors
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