ANNOUNCEMENT OF RESUME OF MINUTES OF ANNUAL …€¦ · ANNOUNCEMENT OF RESUME OF MINUTES OF ANNUAL...

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ANNOUNCEMENT OF RESUME OF MINUTES OF ANNUAL GENERAL MEETING OF SHAREHOLDERS AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS of PT AKR CORPORINDO TBK Having Its Domicile in West Jakarta ("Company") The Board of Directors of the Company hereby announces to the Company’s Shareholders that the Company has convened an Annual General Meeting of Shareholders and Extraordinary General Meeting of Shareholders by the following summary of minutes: A. ANNUAL GENERAL MEETING OF SHAREHOLDERS Day/Date : Tuesday, April 30, 2019 Time : 10.32 WITZ - 11.59 WITZ Venue : Bandahara Ballroom, Mercantile Athletic Club Penthouse (18th Floor) World Trade Center I Jl. Jend. Sudirman Kav. 31, Jakarta 12920 Attendance : - Board of Commissioners : a. Mr. Soegiarto Adikoesoemo, President Commissioner b. Mr. I Nyoman Mastra, Independent Commissioner - Board of Directors : a. Mr. Haryanto Adikoesoemo, President Director b. Mr. Jimmy Tandyo, Director c. Mr. Arief Budiman Utomo, Independent Director d. Mrs. Mery Sofi, Director e. Mr. Suresh Vembu, Director f. Mrs. Nery Polim, Director g. Ms. Termurti Tiban, Director - Invited Guest : Mr. Agus D.W. Martowardojo - Shareholders : 3,471,757,069 shares (86.476%) of the total 4,014,694,920 shares, with due observance to the List of the Company’s Shareholders as of April 5, 2019 at 16.00 WITZ. I. MEETING’S AGENDA : 1. Approval and ratification of the Report of the Board of Directors regarding the course of the Company's business and financial administration for the financial year ended on December 31st, 2018 as well as the approval and ratification of the Company's Financial Statements including the Balance Sheet and Profit/Loss Statement for the year ended on December 31st, 2018 that have been audited by the Independent Public Accountant, and the approval of the Company’s Annual Report, the report of the Board of Commissioners supervisory duties for the fiscal year ended on December 31st, 2018, and to provide settlement and discharge of responsibility (acquit et de charge) to all members of the Board of Directors and Board of Commissioners for the actions of management and supervision that have been conducted in the fiscal year ended on December 31st, 2018. 2. Approval for the proposed plan of the Company’s Net Income usage for the fiscal year ended December 31, 2018. 3. Appointment of Independent Public Accountant Firm to conduct audits on the books of the Company for the financial year ended December 31, 2019. 4. Change on the composition of the Board of Management of the Company.

Transcript of ANNOUNCEMENT OF RESUME OF MINUTES OF ANNUAL …€¦ · ANNOUNCEMENT OF RESUME OF MINUTES OF ANNUAL...

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

of PT AKR CORPORINDO TBK Having Its Domicile in West Jakarta

("Company")

The Board of Directors of the Company hereby announces to the Company’s Shareholders that the Company has convened an Annual General Meeting of Shareholders and Extraordinary General Meeting of Shareholders by the following summary of minutes: A. ANNUAL GENERAL MEETING OF SHAREHOLDERS

Day/Date : Tuesday, April 30, 2019 Time : 10.32 WITZ - 11.59 WITZ Venue : Bandahara Ballroom, Mercantile Athletic Club

Penthouse (18th Floor) World Trade Center I Jl. Jend. Sudirman Kav. 31, Jakarta 12920

Attendance : - Board of Commissioners : a. Mr. Soegiarto Adikoesoemo, President Commissioner

b. Mr. I Nyoman Mastra, Independent Commissioner - Board of Directors : a. Mr. Haryanto Adikoesoemo, President Director

b. Mr. Jimmy Tandyo, Director c. Mr. Arief Budiman Utomo, Independent Director d. Mrs. Mery Sofi, Director e. Mr. Suresh Vembu, Director f. Mrs. Nery Polim, Director g. Ms. Termurti Tiban, Director

- Invited Guest : Mr. Agus D.W. Martowardojo - Shareholders : 3,471,757,069 shares (86.476%) of the total 4,014,694,920 shares, with

due observance to the List of the Company’s Shareholders as of April 5, 2019 at 16.00 WITZ.

I. MEETING’S AGENDA :

1. Approval and ratification of the Report of the Board of Directors regarding the course of the Company's business and financial administration for the financial year ended on December 31st, 2018 as well as the approval and ratification of the Company's Financial Statements including the Balance Sheet and Profit/Loss Statement for the year ended on December 31st, 2018 that have been audited by the Independent Public Accountant, and the approval of the Company’s Annual Report, the report of the Board of Commissioners supervisory duties for the fiscal year ended on December 31st, 2018, and to provide settlement and discharge of responsibility (acquit et de charge) to all members of the Board of Directors and Board of Commissioners for the actions of management and supervision that have been conducted in the fiscal year ended on December 31st, 2018.

2. Approval for the proposed plan of the Company’s Net Income usage for the fiscal year ended December 31, 2018.

3. Appointment of Independent Public Accountant Firm to conduct audits on the books of the Company for the financial year ended December 31, 2019.

4. Change on the composition of the Board of Management of the Company.

5. Determination on salaries and other allowances of the members of the Board of Directors as well as honorarium and other allowances for the members of the Board of Commissioners.

II. FULFILLMENT OF LEGAL PROCEDURE FOR MEETING ORGANIZING:

1. The Notice on the plan of organizing a Meeting to Financial Services Authority (hereinafter referred to as "OJK") through the Company’s letter : a. dated March 15, 2019 Number 009/L-AKR-CS/2019 regarding the Plan of Annual General

Meeting of Shareholders (AGMS) and the Extraordinary General Meeting of Shareholders (EGMS) of PT AKR Corporindo Tbk; and

b. dated April 5, 2019 Number 016/L-AKR-CS/2019 regarding the Changes of Agenda of the General Meeting of Shareholders (GMS) of PT AKR Corporindo Tbk.

2. The Announcement to the Company's shareholders through advertisements respectively in Bisnis Indonesia newspaper/daily, Indonesia Stock Exchange website, and the Company's website (www.akr.co.id), all of which are advertised on Friday, dated March 22, 2019.

3. The Invitation to the Company’s shareholders through advertisements respectively in Bisnis Indonesia newspaper/daily, Indonesia Stock Exchange website, and the Company's website (www.akr.co.id), all of which are advertised on Monday, dated April 8, 2019.

III. DECISION MEETING: - The Meeting provided opportunity to the attending shareholders and attorneys of the shareholders to

ask questions and/or give opinions relating to the Meeting’s Agendas. - On the occasion there was no question or opinion from the attending shareholders and or attorneys of

the shareholders. - Decision-making was conducted by voting or orally. - The results of the voting are as follows:

Agenda Abstain Againt For Total

Shares % Shares % Shares % Shares %

1 4,579,100 0.132 504,500 0.015 3,466,673,469 99.854 3,471,252,569 99.985

2 0 0 504,500 0.015 3,471,252,569 99.985 2,471,252,569 99.985

3 4,579,100 0.132 204,118,086 5.879 3,263,059,883 93.989 3,267,638,983 94.121

4 0 0 621,047,786 17.889 2,850,709,283 82.111 2,850,709,283 82.111

5 5,514,800 0.159 33,411,522 0.962 3,432,830,747 98.879 3,438,345,547 99.038

- In accordance with OJK Regulation No.32/POJK.04/2014 regarding the Planning And Holding General

Meetings Of Shareholders Of Public Limited Companies, the abstention/blank voice shall be deemed to be in the same vote as the majority ones, accordingly the total pro votes decide to approved the proposal of the Meeting’s Agendas.

- The results of voting are based on calculations that count by PT Raya Saham Registra (the Shares Administration Bureau appointed by the Company) with Aryanti Artisari SH., MKn (public notary appointed by the Company to draw the minutes of Meeting).

Decision Of Meeting Agendas The First Meeting’s Decision: 1. Approved the Company’s Annual Report for the fiscal year ended on December 31, 2018 which, inter

alia, contains the Report of the Board of Directors concerning the Company’s business management and financial administration as well as the report of the Board of Commissioners on their supervisory task for the fiscal year ended on December 31, 2018.

2. Ratified the Company's Financial Statement for the fiscal year 2018 audited by "PURWANTONO, SUNGKORO & SURJA" Public Accounting Firm (a member firm of Ernst & Young Global Limited) with the opinion "fairly in all material respects" as proven by the report dated March 14, 2019 Number 00203/2.1032/AU.1/05/0685-2/1/III/2019.

3. Provided full acquittal and discharge ("volledig acquit et de charge") to all members of the Company’s Board of Directors and Board of Commissioners for the management and supervisory actions that they have conducted during the fiscal year 2018, provided that such actions include the actions relating to business activities that are derived from the Company's main business activities and reflect in the Company's Financial Statements for the fiscal year ended on December 31, 2018 and in view of the Report of the Company’s Board of Directors for the fiscal year ended on December 31, 2018.

Decisions of the Second Meeting Agenda: 1. Approved the use of profit for the year attributable to the equity holders of the parent entity amounting

to Rp. 1,644,834,070,000 as follows: a. Rp. 200,000,000 for the Reserve Fund in accordance with Article 70 of the Law on Limited Liability

Company and Article 23 of the Company's Articles of Association. b. the amount of Rp. 963,526,780,800 shall be distributed to all legitimate shareholders of the

Company as cash dividends or 58.6% of the profit for the year attributable to the equity holders of the parent entity, deducted by the amount of interim dividends which had been previously distributed to the shareholders based on : -The Board of Directors Decision dated July 4, 2018 that the amount of Rp. 481,763,390,400 or Rp. 120 per share with the number of shares outstanding at that time were 4,014,694,920 shares. Further the dividends to be paid to the shareholders Rp. 481,763,390,400 or Rp. 120 per share with the number of shares outstanding at this time was 4,014,694,920 shares. Furthermore to authorize the Board of Directors to further regulate the procedures for the distribution of dividends in accordance with the applicable laws and regulations.

c. the remaining amount of Rp. 681,107,289,200 was recorded as the Retained Profit and used as the Company’s Working Capital.

2. Provided power and authority to the Company’s Board of Directors to perform all necessary actions relating to the implementation of the Company's net profit use for the fiscal year ended on December 31, 2018.

Decision of the Third Meeting Agenda: 1. Appointed Purwantono, Sungkoro & Surja Public Accountant Firm (a member firm of Ernst & Young

Global Limited) to audit the Company's consolidated Financial Statements for fiscal year of 2019 and authorize the Company’s Board of Commissioners in determining honorarium and other requirements in accordance with applicable provisions in connection with the appointment of the public accountant office.

2. To provide authorization and authority to the Board of Commissioners to appoint a Substitute Public Accounting Firm for auditing the Company's consolidated Financial Statements for the fiscal year of 2019, including to determine honorarium and other requirements in accordance with applicable provisions, in the event that the Public Accountant Firm is hindered or unable to execute its duties due to any reasons.

Decision of the Fourth Meeting’s Agenda: 1. a. Accepted the resignation of Mr. Mahendra Siregar as a Commissioner and to fully acquittal and

discharge on the responsibility (acquit et de charge) to Mr. Mahendra Siregar, for his supervision actions commenced since his appointment as Commissioner of the Company until the expiry of his tenure, namely as of the closing of the Meeting, as long as all of the actions are reflected in the Company books, including the Company's Financial Statements having been approved by the Annual General Meeting of Shareholders. The Company would like to thank for the contributions and services that have been made by Mr. Mahendra Siregar during his tenure as a Commissioner.

b. Appointed Mr. Agus D.W. Martowardojo as the Company’s Commissioner substituting Mr. Mahendra Siregar for a term commencing from the closing of the Meeting until the closing of the next Annual General Meeting of Shareholders of year 2020.

Accordingly composition of the Board of Directors and Board of Commissioners commenced as of the closing of the Meeting until the closing of the next Annual General Meeting of Shareholders to be held in year 2020 are as follows:

THE BOARD OF COMMISSIONERS - President Commissioner : Mr. SOEGIARTO ADIKOESOEMO - Independent Commissioner : Mr. I NYOMAN MASTRA - Commissioner : Mr. AGUS DERMAWAN WINTARTO MARTOWARDOJO THE BOARD OF DIRECTORS: - President Director : Mr. HARYANTO ADIKOESOEMO - Director : Mr. JIMMY TANDYO - Director : Mr. BAMBANG SOETIONO SOEDIJANTO - Director : Mr. ARIEF BUDIMAN UTOMO - Director : Mrs. MERY SOFI - Director : Mr. SURESH VEMBU - Director : Mrs. NERY POLIM - Director : Ms. TER MURTI TIBAN

2. Provided the power and authority to the Board of Directors to determine the duties and authorities to

each of member of the Board of Directors. 3. Authorized the Board of Directors with the right of substitution, to restate the Meeting decisions

regarding the changes in the composition of the Board of Directors and Board of Commissioners into a notary deed and then give notice on changes of the Company’s position of the Board of Directors to the Minister of Justice and Human Rights of the Republic of Indonesia, and register the Company List and perform all necessary actions in accordance with the rules and legislations.

Decisions of the Fifth Meeting: 1. Determined that for all members of the Board of Commissioners, the giving of maximum honorarium

of Rp. 375,000,000.- per month which shall be paid as much as 13x in one year and come into effect as of May 2019 and authorized the President Commissioner to determine the distribution of such honorarium among to the members of the Board of Commissioners, by taking into account the opinion of the Company’s Remuneration and Nomination Committee.

2. Delegation of authority to the Company’s Board of Commissioners to determine the salary and other allowances for each member of the Board of Directors.

B. EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

Day/Date : Tuesday, April 30, 2019 Time : 12.05 WITZ - 12.26 WITZ Venue : Bandahara Ballroom, Mercantile Athletic Club

Penthouse (18th Floor) World Trade Center I Jl. Jend. Sudirman Kav. 31, Jakarta 12920

Attendance : - Board of Commissioners : a. Mr. Soegiarto Adikoesoemo, President Commissioner

b. Mr. I Nyoman Mastra, Independent Commissioner c. Mr. Agus D.W. Martowardojo, Commissioner

- Board of Directors : a. Mr. Haryanto Adikoesoemo, President Director b. Mr. Jimmy Tandyo, Director c. Mr. Arief Budiman Utomo, Director d. Mrs. Mery Sofi, Director e. Mr. Suresh Vembu, Director f. Mrs. Nery Polim, Director g. Ms. Termurti Tiban, Director

- Shareholders : 3,471,758,569 shares (86.476%) of the total 4,014,694,920 shares, with

due observance to the List of the Company’s Shareholders as of April 5, 2019 at 16.00 WITZ.

I. MEETING’S AGENDA :

1. Approval of changes to (i) article 3 of the Company's Articles of Association subject Business Purposes, Objectives and Activities, in order to the fulfillment of the terms and conditions of Government Regulation Number 24 year 2018 regarding the Electronic Integrated Business Licensing Services and the addition of supporting business activities of the Company and (ii) provisions in article 18 of the Company’s Articles of Association subject the Board of Commissioners to realignments OJK Regulation No. 33/POJK.04/2014 regarding Board of Directors and Board of Commissioners of Public Company.

2. Approval to grant authorization to the Board of Commissioners for every increase in issued / paid up of the Company in connection to the exercise of option with regard to the MSOP program, including adjusting to the number of Options if there is a stock split of the Company which has been decided by the Annual General Meeting of Shareholders and conducted under the provisions of legislation in force.

II. FULFILLMENT OF LEGAL PROCEDURE FOR MEETING ORGANIZING:

1. The Notice on the plan of organizing a Meeting to Financial Services Authority (hereinafter referred to as "OJK") through the Company’s letter : a. dated March 15, 2019 Number 009/L-AKR-CS/2019 regarding the Plan of Annual General

Meeting of Shareholders (AGMS) and the Extraordinary General Meeting of Shareholders (EGMS) of PT AKR Corporindo Tbk; and

b. dated April 5, 2019 Number 016/L-AKR-CS/2019 regarding the Changes of Agenda of the General Meeting of Shareholders (GMS) of PT AKR Corporindo Tbk.

2. The Announcement to the Company's shareholders through advertisements respectively in Bisnis Indonesia newspaper/daily, Indonesia Stock Exchange website, and the Company's website (www.akr.co.id), all of which are advertised on Friday, dated March 22, 2019.

3. The Invitation to the Company’s shareholders through advertisements respectively in Bisnis Indonesia newspaper/daily, Indonesia Stock Exchange website, and the Company's website (www.akr.co.id), all of which are advertised on Monday, dated April 8, 2019.

III. DECISION MEETING: - The Meeting provided opportunity to the attending shareholders and attorneys of the shareholders to

ask questions and/or give opinions relating to the Meeting’s Agendas. - On the occasion there was no question or opinion from the attending shareholders and or attorneys of

the shareholders. - Decision-making was conducted by voting or orally. - The results of the voting are as follows:

Agenda Abstain Againt For Total

Shares % Shares % Shares % Shares %

1 51,379,000 1.48 37,509,564 1.08 3,382,870,005 97.44 3,434,249,005 98.92

2 31,378,600 0.904 641,406,429 18.475 2,798,973,540 80.621 2,830,352,140 81.525

- In accordance with OJK Regulation No.32/POJK.04/2014 regarding the Planning And Holding General Meetings Of Shareholders Of Public Limited Companies, the abstention/blank voice shall be deemed to be in the same vote as the majority ones, accordingly the total pro votes decide to approved the proposal of the Meeting’s Agendas.

- The results of voting are based on calculations that count by PT Raya Saham Registra (the Shares Administration Bureau appointed by the Company) with Aryanti Artisari SH., MKn (public notary appointed by the Company to draw the minutes of Meeting).

Decision Of Meeting Agendas The First Meeting’s Decision:

1. Approved thechanges to (i) article 3 of the Company's Articles of Association subject Business Purposes, Objectives and Activities, in order to the fulfillment of the terms and conditions of Government Regulation Number 24 year 2018 regarding the Electronic Integrated Business Licensing Services and the addition of supporting business activities of the Company and (ii) provisions in article 18 of the Company’s Articles of Association subject the Board of Commissioners to realignments OJK Regulation No. 33/POJK.04/2014 regarding Board of Directors and Board of Commissioners of Public Company, will be read as such in the Meeting.

2. Authorized and give power to the Company’s Board of Directors, with substitution right, to: a. Make adjustments, changes and/or additions if deemed necessary against the articles of

association which have been decided in the Meeting, in which case there are stipulations issued by relevant agencies for the articles association of the public company.

b. Perform all necessary actions in order to amend the Articles of Association and readjust the Company’s Articles of Association, including but not limited to sign the documents and/or letters, state and/or set out decisions of the Meeting, into a deed drawn before a Notary, appearing before the relevant government agencies in order to obtain approval and/or perform registration in order to comply with the prevailing legislations, as well as to implement other measures that are deemed necessary by the Board of Directors in connection with the amendment to the Company's Articles of Association.

The Second Meeting’s Decision: 1. To provide authority to the Company’s Board of Commissioners to at any time approve the increase

of the Company's issued/paid up capital in connection with the implementation of Option Rights in relation to the Company’s MSOP Program; and

2. To provide authorization and authority with substitution right to the Company’s Board of Directors to execute such decisions, including but not limited to make or ask to be made all necessary deeds, letters and documents, present before competent authorities, including Notaries, in connection with such decision, as well as apply to the competent authorities/authorities in obtaining the approval and/or report it to the competent authorities/authorized officials referred to as in the prevailing rules and regulations.

Jakarta May 3, 2019 PT AKR Corporindo Tbk The Board of Directors