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Investor Relations| Press Releases
SUMMARY NOTICE OF EGMS OF PT FAJAR SURYA WISESA Tbk

 

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 Public Companyas amended by Regulation of the Financial Services Authority No. 10/POJK.04/2017 on Amendment to POJK No. 32/POJK/2014, the Company presents a summary of the minutes of the Meeting as follows:
 
A.   Place, date and time of the meeting:
Date                  : Wednesday, 29 November 2017
Venue                : Ruang Seminar, Galeri Bursa Efek Indonesia
                                   Indonesia Stock Exchange Building, Tower I
                                   Jl. Jenderal Sudirman Kav. 52-53 Jakarta 12190
Time                 : 09.45 - 10.07 Western Indonesian Time
 
B.   Agenda Items:
 
2.       Approval of the Company's plan to conduct capital increase with Pre-emptive Right ("Rights Issue"), in accordance with FSA Regulation No.32 / POJK.04 / 2015 on Public Company Capital Increase With Provides Pre-emptive Rights ("Limited Public Offering "), including:
a.    Approval on 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.    Approval on 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. Sudarmanto as President Commissioners and Independent Commissioner, and was attended by members of the Board of Commissioners and Board of Directors as follows:
 
The Board of Commissioners:  
Independent Commissioner              : Mr. Tony Tjandra
             
The Board of Directors:
President Director (Independen)       : Mr. Yustinus Yusuf Kusumah
Independent Director                          : Mr. Roy Teguh
Director                                                  : Mr. Arif Razif
 
D.   Meeting was attended by Shareholders and / or The proxy of shareholders representing 2,371,603,600 shares or 95.71% 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 proxy of shareholders has given the opportunity to ask questions and / or opinions for each of the agenda of the Meeting. There is no question for the all agenda of the meeting
 
F.    Voting mechanism in the meeting as follow:
Resolution of the meeting were taken by deliberation to reach unanimity.
 
G.   The results of the voting were as follows:
 
First Agenda

Disagreed
Abstained
Agreed
Total Agreed Voted
(%)
-
-
2.371.603.600
2.371.603.600
100%

Accept and Approve the resignation of Mr Hadi Rebowo Ongkowidjojo as a Commissioner where his resignation letter has been received by the Company at 15 September 2017, effective since the closing of this meeting.
-    Therefore, the composition of the members of the Board of Commissioners and the Board of Directors of the Company effective since the closing of this Meeting until the closing of the Annual General Meeting of in 2022 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
 
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
(%)
-
-
2.371.603.600
2.371.603.600
100%

Approving on 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.
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 Right Issue.
Give authority and power to the Board of Directors, with right of substitution, to perform any and all acts required in connection with the Right Issue, including but not limited to:
i.         perform any and all acts required in connection with issuing new shares to the issuing of Pre-emptive Rights (Rights Issue), in the framework of Limited Public Offering;
ii.        set the number of shares issued, and the increase in issued and paid-up capital of the Company in order Limited Public Offering after implementation of complete Limited Public Offering;
iii.      perform any and all acts required in connection with Limited Public Offering, 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
 
Jakarta 4 Desember 2017
Board of Director