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Investor Relations| Press Releases
Summary Notice Of Extraordinary General Meeting Of Shareholders

 

                                                                              SUMMARY NOTICE OF
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
PT FAJAR SURYA WISESA Tbk (“COMPANY”)
 
The Board of Directors of the Company hereby announces to its shareholders that the Company has held an Extraordinary General Meeting  of Shareholders (hereinafter will be referred to as the “Meeting”) and in order to comply with the Financial Services Authority No. 32 / POJK.04 / 2014 on the Planning and Organization of the General Meeting of Shareholders of Open Company, the Company delivered a summary of the minutes of the Meeting as follows:
 
A.   Place, date and time of the meeting:
Date                  : Wednesday, 26 October 2016
Venue                : Mercantile Athletic Club
                                   World Trade Center, Lantai 18
                                   Jl. Jenderal Sudirman Kav. 31
                                   Jakarta 12920
Time                 : 15.55- 16.40Western Indonesian Time
 
B.   Agenda Items:
 
2.    Approval of the Company's plan to conduct capital increase with Preemptive Rights ("Rights"), in accordance with FSA Regulation No.32 / POJK.04 / 2015 on Public Company Capital Increase With Provides Pre-emptive Rights ("Public Offering limited "), including:
a.    Approved the change of the Articles of Association in connection with the increase in issued and paid-up capital of the Company within the framework of the Limited Public Offering; and
b.    Giving power and authority to the Board of Directors with the right of substitution to implement all the necessary measures relating to Limited Public Offering, including but not limited to making or request made all deeds, letters or documents are required, present before party/competent authorities, including notaries, apply to the parties/authorities to obtain approval or report the matter to the party/competent authority and register it in the register of companies as defined in applicable legislation 
3.    Approval of the Company's plan to pledge part or all of the assets or the assets of the Company which constitute more than 50% (fifty percent) of total net assets of the Company in one or more transactions or provide corporate guarantees (corporate guarantee), both of which are related to each other and not, in order to obtain loans, credit and/or other facilities of one or more banks, financial institutions and/or other third parties and provide the power and authority with the right of substitution, to the Board of Directors to carry out the underwriting net worth of the Company, including but not limited to make or request made all deeds, letters or documents are required, appearing before the party/competent authorities, including notaries, apply to the parties/authorities to obtain approval or report the matter to the party/competent authority as defined in applicable legislation 
 
C.   The meeting was chaired by Mr. Tony Tjandra as Independent Commissioner, and was attended by members of the Board of Commissioners and Board of Directors as follows:
 
The Board of Commissioners:  
Commissioner                               : Mr. Winarko Sulistyo
Independent Commissioner          : Mr. Tony Tjandra
              Independent Commissioner          : Mr. Hadi Rebowo Ongkowidjojo
The Board of Directors:
President Directorand
Independent Director                     : Mr. Yustinus Yusuf Kusumah
Independent Director                     : Mr. Roy Teguh
Director                                        : Mr. Wimba Wibawa Wanadiardja
Director                                        : Mr. Sentot Eko Junianto
Director                                        : Mr. Arif Razif
 
D.   Meeting was attended by Shareholders and / or The power of shareholders representing 2,124,150,450 shares or 85.72% of the 2,477,888,787 shares which represent the entire issued shares of the Company with voting rights is legitimate.
 
E.    Shareholders and the power of shareholders has given the opportunity to ask questions and / or opinions for each of the agenda of the Meeting. On the second agenda of the meeting, There are two questions from one shareholder and, there is no question on the First and Third agenda of the meeting
 
F.    Voting machanism in the meeting as follow:
Resolution of the meeting were taken by deliberation to reach unanimity, in case the deliberation to reach unanimity not reached, the resolution of the meeting were taken by voting.
 
G.   The results of the voting were as follows:
 
First Agenda

Disagreed
Abstained
Agreed
Total Agreed Voted
(%)
2.016.900
-
2.122.133.550
2.122.133.550
99,905%

1. Approve the resignation of Mr Ir. Airlangga Hartarto MMT, MBA as a President Commissionerwhere his resignation letter has been received by the Companyat 25 August 2016, as of the closing of this meeting.
2. Appoint Mr Sudarmanto as a President Commissionerfor the term of office as of the closing of this Meeting until the expiration of the term of office as stipulated in the provision of the Articles of Association of the Company. Therefore, the composition of the members of the Board of Directors and the Board of Commissioners of the
Company in 2017 are changed and become as follows:
 
The Board of Commissioners
President Commissioner
(Independent)                            : Mr. Sudarmanto
Commissioner                             : Mr. Winarko Sulistyo
Commissioner                             : Mrs. Lila Noto Pradono
Independent Commissioner         : Mr. Tony Tjandra
           Independent Commissioner          : Mr. Hadi Rebowo Ongkowidjojo
 
The Board of Directors:
President Director
(Independent)                               : Mr. Yustinus Yusuf Kusumah
Independent Director                    : Mr. Roy Teguh
Director                                         : Mr. Wimba Wibawa Wanadiardja
Director                                         : Mr. Sentot Eko Junianto
Director                                         : Mr. Arif Razif
Director                                         : Mrs. Vilia Sulistyo
 
 Second Agenda

Disagreed
Abstained
Agreed
Total Agreed Voted
(%)
9.167
-
2.124.141.283
2.124.141.283
99,99%

 a.    Approved a capital increase by issuing new shares, with a total maximum of 500,000,000 new shares with a nominal value of Rp 500, - per share at the time of submission of the Registration Statement to the FSA.
b.     Approving the amendment of Article 4 (2) of the Articles of Association of the Company in connection with the increase in issued and paid-up capital of the Company within the framework of Capital Increase by providing Pre-emptive Rights ("PMHMETD").
c.     Give authority and power to the Board of Directors, with right of substitution, to perform any and all acts required in connection with the PMHMETD, including but not limited to:
i.     perform any and all acts required in connection with issuing new shares to the issuing of Rights, in order of PMHMETD;
ii.    set the number of shares issued, and the increase in issued and paid-up capital of the Company in order PMHMETD after implementation of complete PMHMETD;
iii.   perform any and all acts required in connection with PMHMETD, without any excepted, all subject to the provisions of legislation in force including regulations prevailing in the Capital Market; and
 iv.    states / pouring decision in deed before a Notary, to modify Article 4 (2) of the Articles of Association of the Company and / or recast the provisions of Article 4 of the Articles of Association of the Company as a whole according to the decision (including assert shareholder structure in such deed if necessary), as required by and in accordance with the statutory provisions in force, made or ordered to make and sign the deeds and letters and documents are needed, appear before the party / competent authorities, including notaries, hereinafter to appeal to the party / competent authority, for approval and / or deliver a report or a notice on the decision of this Meeting and / or changes in the Articles of Association in the decision of the Meeting, as well as perform any and all necessary action, in accordance with the laws regulations applicable
 
Third Agenda

Disagreed
Abstained
Agreed
Total Agreed Voted
(%)
2.016.900
-
2.122.133.550
2.122.133.550
99,905%

Approve the plan of the Company to pledge part of the assets or all the assets of the Company which constitute more than 50% (fifty percent) of total net assets of the Company in one or more transactions or provide corporate guarantees (corporate guarantee), both of which are related to each other and not, in order to obtain loans, credit and / or other facilities of one or more banks, financial institutions and / or other third parties to provide authority and power, either individually or jointly with right of substitution to the Board of Directors with the approval of the Board Commissioner, to ensure a majority of the company's assets and / or the provision of a guarantee company (Corporate guarantee) loan facilities that have been and / or will be accepted by the company of the Bank and other financial institutions which guarantee companies (Corporate guarantee), including but not limited to make or request all deeds, letters and documents are needed, appear before the party / competent authorities, including notaries, apply to the parties / authorities to obtain approval or report the matter to the party / officials authorities referred to in applicable legislation, one thing and another without being excluded. In connection with the Third Agenda event, the Company will fulfill any obligations, requirements or procedures, including reporting obligations, as set forth in Rule IX.E.2 regarding Material Transactions and Change of Main Business Activities Annex of Decision of Chairman of Bapepam-LK No. Kep-614 / BL / 2011, dated 28 November 2011 (hereinafter "Regulation IX.E.2"), Regulation IX.E.1 on Affiliate Transactions and Conflicts of Interest on Certain Transactions Annex of Decision of Chairman of Bapepam-LK No. Kep-412 / BL / 2009, dated 25 November 2009 (hereinafter "IX.E.1 Regulation"), and FSA Regulation No. 31 / POJK.04 / 2015 regarding Disclosure of Information or material facts by the Issuers or Public Companies (hereinafter called "POJK 31/2015"), ie if the transaction that will be made by the company that the transaction offers some or all of the assets or the assets of the company which constitute more than 50% (fifty percent) of the company's total net assets or provide a guarantee company (corporate guarantee) is in accordance with regulation IX.E.2, IX.E.1 and the POJK 31/2015
  
Jakarta, 28 Oktober 2016
Board of Directors