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Investor Relations| Press Releases
SUMMARY NOTICE OF AGMS AND EGMS WITH SCHEDULE AND PROCEDURES FOR DIVIDEND CASH DISTRIBUTION

PT FAJAR SURYA WISESA Tbk.

Domicile at Jakarta Pusat (”Company”)

SUMMARY NOTICE OF  ANNUAL AND EXTRAORDINARY 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 (“AGMS”) and an Extraordinary Shareholders Meeting ("EGMS"), together with the AGMS hereinafter referred to as ("the Meeting") on Wednesday, March 24, 2021, at the Mercantile Athletic Club, Batur Room, World Trade Center I, 18th Floor, Jl. General 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:

Independent Commissioner : Sudarmanto

Independent Commissioner : Tony Tjandra        

The Board of Directors

Director                : Thalengsak Ratchburi

Director                : Yustinus Yusuf Kusumah 

I.             AGMS

a.            The AGMS was attended by shareholders and / or their proxies who were physically present and the power of the legitimate shareholders by e-Proxy eASY.KSEI totaling: 2,470,733,141 shares or representing: 99.71% shares of 2,477,888,787 shares, representing the entire issued shares of the Company with voting rights is legitimate

 b.            AGMS opened at 10.50 WIB

 c.             The Agenda of the AGMS 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 2020, 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  2020, 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 2020.

2.            Determination of the use of the Company's profits for the year ending in 31 December 2020.

3.            Appointment of an Independent Public Accountant who will audit the books of the Company which expires on 31 December 2021 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 2021.

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

 e.            Resolutions of AGMS :

                                 First Agenda

                                1.            Approve the Annual Report of the Board of Directors of the Company for the fiscal year ending on 31 December 2020 including the report of the supervisory duties of the Board of Commissioners of the Company for the fiscal year ending 31 December 2020.

                                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 2020 audited by Public Accountant Office Siddharta Widjaja & Rekan, as published in its Report 00032 / 2.1005 / AU.1 / 04 / 1214-1 / 1 / III / 2021 dated 1 March 2021 and fully discharge (acquit et de charge) 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 2020,  such actions are reflected in the Company's Financial Statements for the financial year ended on 31 December 2020 and the Annual Report of the Board of Directors of the Company for the financial year ended on 31 December 2020.

                                Decision: Deliberation for consensus.

                                 Second Agenda

                                1.            To determine the use and / or distribution of profit of the Company Rp 353,299,343,980 for the financial year ended on 31 December 2020 as follows:

a.            49.09 % or Rp173,452,215,090  shall be distributed as cash dividends for Fiscal year 2020 to shareholders amounted to Rp 70  per share.

b.            0.06% or Rp 200,000,000 will be used as reserve fund in accordance with the provisions of Indonesian Company Law (UUPT).

c.             50.85 % or Rp 179,647,128,890 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                                          : 681/KM.1/2020

d.            Year                                                       : 2021

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 2021 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.            Approved the dismissal of Tanawong Areeratchakul and Wichan Jitpukdee, respectively as the President Commissioner and Commissioner of the Company as of the closing of this AGMS.

2.            Approve the appointment of Wichan Jitpukdee to replace Tanawong Areeratchakul as a President for 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              : Wichan Jitpukdee

Commissioner   : Sangchai Wiriyaumpaiwong

Commissioner   : Kitti Tangjitrmaneesakda

Commissioner   : Kulachet Dharachandra

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

 

3.            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 6% 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 AGMS until closing AGMS held in 2022.

4.            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.

5.            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.             AGMS Closed at 11.26 WIB. 

II.            EGMS

a.            The EGMS was attended by shareholders and / or their proxies who were physically present and the power of the legitimate shareholders by e-Proxy eASY.KSEI totaling: 2,470,733,141 shares or representing: 99.71% shares of 2,477,888,787 shares, representing the entire issued shares of the Company with voting rights is legitimate

 b.            EGMS opened at 11.33 WIB

 c.             The Agenda of the EGMS is as follow :

1.            Approval of amendments and restatement of the Company's Articles of Association, among others in the context of (i) adjusting the aims and objectives and business activities with the provisions of the Indonesian Standard Business Classification (KBLI), (ii) adjusting and fulfilling the provisions of POJK No. 15/POJK.04/2020 concerning Planning and Implementation of General Meeting of Shareholders of Public Companies and POJK No. 16/POJK.04/2020 concerning the Implementation of the General Meeting of Shareholders of Public Companies Electronically, and (iii) amendments to the articles in the Articles of Association of the Company related to the Duties and Authorities of the Board of Directors, Board of Directors Meetings and Board of Commissioners Meetings as well as announcement / information media.

 d.            The EGMS is given the opportunity to ask questions and / or provide opinions related to the EGMS agenda, but no shareholder asks questions and / or provides opinions regarding the EGMS agenda.

 e.            Resolutions of EGMS :

 First Agenda

1.            Approve changes and restatements to the Company's Articles of Association, among others in the context of (i) adjusting the aims and objectives as well as business activities with the provisions of the Indonesian Standard Business Classification (KBLI), (ii) adjusting and fulfilling the provisions of POJK No. 15 / POJK.04 / 2020 concerning Planning and Implementation of General Meeting of Shareholders of Public Companies and POJK No. 16 / POJK.04 / 2020 concerning the Implementation of the General Meeting of Shareholders of Public Companies Electronically, and (iii) amendments to the articles in the Articles of Association of the Company related to the Board of Directors and Board of Commissioners Meetings and media announcements / information.

2.            Agree to authorize the Board of Directors of the Company with the right of substitution to restate and amend the Articles of Association of the Company in relation to this decision by rearranging the Articles of Association of the Company to make it easier to read the Articles of Association of the Company.

 Decision: Deliberation for consensus.

 f.             EGMS Closed at 11.38 WIB.

III.           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) : 24 March 2021

                                Dividend distribution schedule report to the FSA and Indonesia Stock Exchange : 26 March 2021

                                Announcement of the dividend-sharing schedule on BEI and newspaper : 26 March 2021

                                Cum Dividend in Regular and Negotiation  : 01 April 2021

                                Ex Dividend in Regular and Negotiation  : 05 April 2021

                                Cum Dividend in Cash Market : 06 April 2021

                                Ex Dividend in Cash Market : 07 April 2021

                                Recording Date (Entitled to Cash Dividend) : 06 April 2021

                                Dividend distribution : 22 April 2021                               

                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 06 April 2021 at 16.00 WIB or so-called Recording Date Shareholders entitled to Dividend.

3.For shareholders whose shares are registered in the Collective Custody of PT Kustodian Sentral Efek Indonesia ("KSEI"), dividend payments according to the schedule above will be made by way of overbooking through KSEI, and then KSEI will distribute them to the Customer Fund Account (RDN) at the Company. Securities or Custodian Bank where shareholders open securities accounts.

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. Shareholders whose shares are still in the form of notes / collective share certificates, whose shares have not been deposited in the collective custody of KSEI, and want dividend payments to be made by transfer to the shareholder's bank account, a minimum net dividend of Rp.10,000 can provide name and address. bank and Shareholder's account number no later than 06 April 2021 in writing to: Securities Administration Bureau ("BAE") PT Datindo Entrycom, Jl. Hayam Wuruk No. 28 Jakarta 10120, Tel (021) 3508077 Fax (021) 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 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, 26 March 2021

Board of Directors