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Investor Relations| Press Releases
SUMMARY NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

PT FAJAR SURYA WISESA Tbk. (”Company”)

Domicile at Jakarta Pusat 

SUMMARY NOTICE OF  ANNUAL GENERAL MEETING OF SHAREHOLDERS

WITH SCHEDULE AND PROCEDURES FOR DIVIDEND CASH DISTRIBUTION

 

The Board of Directors of the Company hereby announces to its shareholders that the Company has held an Annual General Meeting of Shareholders (“Meeting”) on Thursday, 12 March 2020 at Mercantile Athletic Club, Batur Room, World Trade Center I, 18 Floor, Jl. Jenderal Sudirman Kav. 31, Jakarta 12920

 Members of the Board of Commissioners and Board of Directors present at the Meeting, as follows:

The Board of Commissioners:

Commissioner                      : Vilia Sulistyo     

Independent Commissioner : Lim Chong Thian

Independent Commissioner : Sudarmanto

Independent Commissioner : Tony Tjandra

The Board of Directors

President Director                : Peerapol Mongkolsilp

Director                                : Thalengsak Ratchburi

Director                                : Ponthep Tuntavadcharom

Director                                : Yustinus Yusuf Kusumah

Director                                : Arif Razif

I. MEETING

     a. Meeting was attended by shareholders and / or the power of the legitimate shareholders as much as 2.470.736.124  shares, representing 99,71% of 2,477,888,787 shares, representing the entire issued shares of the Company with voting rights is legitimate

     b. Meeting opened at 13.45 WIB

     c.The Agenda of the Meeting is as follow :

1. Approval of the Board of Directors' report regarding the Company's business activities and the Company's financial administration for the fiscal year ending 31 December 2019, as well as the approval of the Company's financial statements, including the balance sheet and the calculation of the Company's profit / loss for the fiscal year, ended on 31 December  2019, approved the supervisory report of the Company's Board of Commissioners and gave full acquit et de charge to all members of the Board of Directors and the Board of Commissioners of the management and supervision actions carried out during the financial year ending in 31 December 2019.

2. Determination of the use of the Company's profits for the year ending in 31 December 2019.

3. Appointment of an Independent Public Accountant who will audit the books of the Company which expires on 31 December 2020 and authorizes the Board of Commissioners of the Company to determine the honorarium of the Independent Public Accountant and other requirements for their appointment.

4. Approval of changes in the composition of the Board of Commissioners and determination of salaries and other benefits for members of the Company's Directors as well as honorarium and other benefits for members of the Company's Board of Commissioners for the fiscal year 2020. 

d.  At the Meeting is given an opportunity to ask questions and / or give opinions regarding each agenda of the Meeting, but within Meeting no shareholders who ask questions and / or provide opinions related to each agenda of the Meeting. 

e. Resolutions of Meeting :

First Agenda

                                1.             Approve the Annual Report of the Board of Directors of the Company for the fiscal year ending on 31 December 2019 including the report of the supervisory duties of the Board of Commissioners of the Company for the fiscal year ending 31 December 2019.

                                2.             Ratify the Company's Financial Statement, including the Company's Balance Sheet and Profit and Loss Statement for the financial year ended on 31 December 2019 audited by Public Accountant Office Satrio Bing Eny & Partners, as published in its Report No. 00016/2.1265/AU.1/04/0556–3/1/II/ 2020 dated 11 February 2020 and fully discharge and discharge to all members of the Board of Directors and the Board of Commissioners of the Company for the actions of management and supervision carried out during the financial year ending on 31 December 2019,  such actions are reflected in the Company's Financial Statements for the financial year ended on 31 December 2019 and the Annual Report of the Board of Directors of the Company for the financial year ended on 31 December 2019.

Decision: Deliberation for consensus. 

Second Agenda

                                1.             To determine the use and / or distribution of profit of the Company Rp 968.833.390.696 for the financial year ended on 31 December 2019 as follows :

a.             47,06 % or Rp 455.931.536.808,-  shall be distributed as cash dividends for Fiscal year 2019 to shareholders amounted to Rp Rp 184,-  per share.

b.             0,01% or Rp 200,000,000,- will be used as reserve fund in accordance with the provisions of Indonesian Company Law (UUPT).

c.             52,92 % or Rp 512.701.853.888,- which is the net residual income will be used as working capital and anticipation of the Company's expansion financing plan.

                                2.             Provide authority to the Company's Board of Directors to exercise the intended use and / or distribution of benefits, including to set a schedule related to such benefit sharing.

Decision : Deliberation for consensus.

            Third Agenda

1. Appointed a Public Accountant

a. Name : Harry Widjaja

b. Ministry of Finance Registration Number : AP 1214

c. License No : 135/KM.1/2016

d.Year : 2020

2. Appointed Public Accountant Firm

a. Name : KAP Siddharta Widjaja & Rekan

b. License No : 916/KM.1/2014

3.             In the event of the Public Accountant that has been decided by the Meeting cannot complete the audit services of the financial year historical information in the Assignment Professional Period, the Meeting will mandate to the Company's Board of Commissioners based on the recommendation of the Audit Committee to appoint a replacement Public Accountant  who will audit the Company's books for the financial year ending on 31 December 2020 by POJK No. 13 / POJK.03 /2017.

4.             Approve to authorize the Board of Commissioners determining honorarium and other requirements in connection with the appointment and appointment of such Public Accountant including the replacement of Public Accountant.

Decision : Deliberation for consensus

Fouth Agenda

1.             Approve the appointment of Kitti Tangjitrmaneesakda as a Board of Commissioners of the Company so the composition of the Board of Commissioners and Directors of the Company, except for Tony Tjandra, is started from the close of this Meeting until the closing of the Annual General Meeting of Shareholders of the Company for the 2023 financial year which will be held in 2024. While for Tony Tjandra's tenure as an Independent Commissioner of the Company will be valid until the closing of the Annual General Meeting of Shareholders of the Company for the 2021 financial year which will be held in 2022, so the composition are as follows:

The Board of Commissioners

President Commissioner     : Tanawong Areeratchakul

Commissioner                     : Wichan Jitpukdee

Commissioner                     : Sangchai Wiriyaumpaiwong

Commissioner                     : Kitti Tangjitrmaneesakda

Commissioner                     : Winarko Sulistyo

Commissioner                     : Vilia Sulistyo

Independent Commissioner : Lim Chong Thian

Independent Commissioner : Sudarmanto

Independent Commissioner  : Tony Tjandra

Directors

President Director : Peerapol Mongkolsilp

Director                 :Thalengsak Ratchburi

Director                 : Ponthep Tuntavadcharom

Director                 : Yustinus Yusuf Kusumah

Director                 : Arif Razif

2.             Establish the amount and type of honorarium and allowances for the members of the Board of Commissioners of the Company to rise as high as 8% of the amount and type of honorarium and allowances for current members of the Board of Commissioners, and shall come into force from the conclusion of this Meeting until closing Meeting held in 2021.

3.             To approve delegated authority to the Board of Commissioners of the Company, to determine the amount of salary and allowances for members of the Board of Directors of the Company.

4.             To authorize the Board of Directors of the Company with the right of substitution to declare this Meeting Decision in a separate Notary Act and notify the change of data of the Company to the Minister of Law and Human Rights of the Republic of Indonesia, including to arrange licenses from the competent authorities in accordance with the prevailing laws and regulations.

Decision: Deliberation for consensus.

f.             Meeting Closed at 14.20 WIB.

II.            In relation to the resolution of the 2nd Agenda of the Meeting, the Board of Directors of the Company sets out the implementation schedule and the procedure for dividend distribution as follows

a. Schedule for the distribution of Dividend (Cash) is as follow :

Meeting (Final Cash Dividend) : 12 March 2020

Dividend distribution schedule report to the FSA and Indonesia Stock Exchange : 16 March 2020

Announcement of the dividend-sharing schedule on BEI and newspaper : 16 March 2020

Cum Dividend in Regular and Negotiation : 20 March 2020

Ex Dividend in Regular and Negotiation : 23 March 2020

Cum Dividend in Cash Market : 24 March 2020

Ex Dividend in Cash Market : 26 March 2020

Recording Date (Entitled to Cash Dividend) : 24 March 2020

Dividend distribution : 14 April 2020                 

b. Procedure for the distribution of Dividend (Cash) :

1. This Notice is an official notification from the Company and the Company does not issue a Special notice letter to the shareholders of the Company.

2.  Payment of cash dividends is given to shareholders whose names are recorded in the Company Register of Shareholders on 24 March 2020 at 16.00 WIB or so-called Recording Date Shareholders entitled to Dividend.

3.  For Eligible Shareholders whose shares are registered in the Central Securities Depository Indonesia ("KSEI"), the payment will be made through KSEI and the Eligible Shareholders will be receiving payments from KSEI Account Holder concerned.

4. For shareholders whose shares are not in collective custody, such dividend payments may be made at the Company's Office, Jl. Abdul Muis No.30 Jakarta 10160, Tel (021) 3441316, Fax (021) 3457643 at the cashier during the working day Monday - Friday at 09.00 - 16.00 WIB with a copy of proof of ownership of stock and identity of the original and still valid.

5. For shareholders who still use the script, where the shares are not included in KSEI collective custody, and require dividend payment through transfer into the shareholder's bank account, minimum net dividend amounting to Rp 10,000,-, may notify the name and bank address and account number of the Shareholder no later than 24 March 2020  in writing to: Securities Administration Agency ("BAE") PT Datindo Entrycom, Jl. Hayam Wuruk No. 28 Jakarta 10120, Phone: +6221 3508077 Fax: +6221 3508078

6. The cash dividend will be taxed according to the prevailing taxation legislation. The amount of tax charged will be the responsibility of the relevant Shareholder and deducted from the amount of cash dividends paid.

7. The Company does not serve the Company's shareholders request to transfer its right to dividends to other parties.

8. For domestic taxpayer shareholders in the form of a legal entity, and has not submitted a Taxpayer Identification Number ("NPWP"), is required to submit NPWP to KSEI or BAE no later than 24 March 2020 at 16.00 WIB. Without the inclusion of NPWP, cash dividends paid to domestic taxpayers in the form of legal entity, will be subject to higher than 100% VAT / PPh rate of the normal rate.

9. For foreign taxpayer shareholders whose withholding tax will use rate under Double Tax Avoidance Agreement (P3B), must comply with the requirements of Regulation of the Director General of Taxes no. PER-25 / PJ / 2018 about the Procedures for Implementation of Double Tax Avoidance Agreement by submitting DGT Form legalized by tax office of the stock exchange to KSEI or BAE in accordance with KSEI rules and regulations, without DGT Form, the paid cash dividend will be subject to withholding of Article 26 Income Tax of 20%.

Jakarta, 16 March 2020

Board of Directors