Summary Notice Of Annual And Extraordinary General Meeting Of Shareholders As Schedule and Procedures For Divident 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 (“AGM”) and Extraordinary General Meeting of Shareholders (“EGM”) (hereinafter will be referred to as the “Meeting”) on Monday, 8 May 2017 at Mercantile Athletic Club, Batur Room, World Trade Center, Lantai 18, Jl. Jenderal Sudirman Kav. 31, Jakarta 12920, was held:

 

Members of the Board of Commissioners and Board of Directors as follows:

The Board of Commissioners: 

President Commissioner and       

Independent Commissioner     : Mr. Sudarmanto

Commissioner                            : Mr. Winarko Sulistyo

Independent Commissioner    : Mr. Tony Tjandra

Independent Commissioner    : Mr. Hadi Rebowo Ongkowidjojo

 

The Board of Directors:

President Director and

Independent Director              : Mr. Yustinus Yusuf Kusumah

Independent Director              : Mr. Roy Teguh

Director                                     : Ms. Vilia Sulistyo

Director                                     : Mr. Wimba Wibawa Wanadiardja

Director                                     : Mr. Sentot Eko Junianto

Director                                     : Mr. Arif Razif

c.   The Agenda of the Meeting is as follow:

1.   Approval and ratification of the Report of the Board of Directors concerning the business of the Company and the Financial Administration of the Company for the fiscal year ending 31 December 2016, as well as approval and ratification of the Company’s Financial Statements including the Company’s Balance Sheet and Profit/Loss for the year ended dated 31 December 2016, approval of the Board of Commissioner’s oversight duties report, and granted the acquisition and discharge of the total responsibility (acquit et de charge) to all members of the Board of Directors and Board of Commissioners of the Company for the management and supervision actions carried out during the financial year ending on 31 December 2016.

2.   Determination of the use of the Company’s Profit for the financial year ended on 31 December 2016

3.   Appointment of Independent Public Accounting Firm which will audit the Company’s books ending on 31 December 2017 and authorize the Board of Commissioners of the Company to determine the honorarium of the Independent Public Accountant and other terms of appointment.

4.   Approval of appointment of members of the Board of Commissioners and Board of Directors of the Company, as well as the determination of salaries and other allowances for members of the Board of Directors of the Company and other honoraria and allowances for members of the Board of Commissioners of the Company for the fiscal year 2017

a. Approve and approve the Annual Report of the Board of Directors of the Company for the fiscal year ending on 31 December 2016 including the report of the supervisory duties of the Board of Commissioners of the Company for the fiscal year ending 31 December 2016

b. 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 2016 audited by Public Accountant Office Satrio Bing Eny & Partners, as published in its Report dated 21 February 2017 GA 117 0032 FSW IBH with unqualified opinion 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 2016, – such actions are reflected in the Company’s Financial Statements for the financial year ended on 31 December 2016 and the Annual Report of the Board of Directors of the Company for the financial year ended on 31 December 2016

a.   To determine the use and / or distribution of profit of the Company for the financial year ended on 31 December 2016 as follows

1.   48.09% (forty eight point zero nine percent) or Rp 374,161.206,837, – (three hundred seventy four billion one hundred sixty one million two hundred six thousand eight hundred thirty seven Rupiah) shall be distributed as cash dividends for Fiscal year 2016 to shareholders, or Rp 151 (one hundred and fifty one Rupiah) per share, calculated with an interim dividend of Rp 24 (twenty four Rupiah) per share, which has been distributed to shareholders on 15 September 2016, so that the remaining cash dividends to be distributed to shareholders amounted to Rp 127 (one hundred and twenty seven Rupiah) per share

2.   0.03% (zero point zero three percent) or Rp 200,000,000 (two hundred million Rupiah) will be used as reserve fund in accordance with the provisions of UUPT.

3.   51.88% (fifty one point eighty eight percent) or Rp 403,651,554,788, – (four hundred three billion six hundred fifty one million five hundred fifty four thousand seven hundred eighty eight Rupiah) which is the net residual income will be used as working capital and anticipation of the Company’s expansion financing plan..

 

b. 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

a. Provide authorization to the Board of Commissioners to appoint an Independent Public Accounting Firm that will audit the Company’s books for the financial year ending on 31 December 2017 provided that the appointed Public Accountant Office is an Independent Public Accounting Firm registered with the Financial Services Authority (OJK ) And have a good reputation

b. Determine honorarium and other requirements in connection with the appointment and appointment of the Public Accounting Firm.

a.  Honorably dispose of all members of the Board of Commissioners and Board of Directors of the Company from the date this Meeting closes, as well as to express their gratitude for their services to the Company and grant the acquit et de charge for the management and supervisory actions they have taken during their tenure As reflected in the Company’s books.

b.  To re-appoint the dismissed members of the Board of Commissioners and Board of Directors as of the date of this Meeting closing, so that the composition of the Board of Commissioners and Board of Directors of the Company are as follows:

The Board of Commissioners: 

President Commissioner   

Independent Commissioner           : 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 and

Independent Director                       : Mr. Yustinus Yusuf Kusumah

Independent Director                       : Mr. Roy Teguh

Director                                              : Ms. Vilia Sulistyo

Director                                              : Mr. Wimba Wibawa Wanadiardja

Director                                              : Mr. Sentot Eko Junianto

Director                                              : Mr. Arif Razif

a. 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 6.5% (six point five percent) 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 Annual General Meeting of Shareholders held in 2018.

b. 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.

c. 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

 

(I) Vote does not agree: 2,357,100 (two million three hundred fifty seven thousand one hundred) shares or represents 0.099% (zero point zero nine nine percent); (Ii) Sound abstained: Nil; And (iii) Votes agree: 2,357,065,703 (two billion three hundred fifty seven million sixty five thousand seven hundred three) shares or represents 99.901% (ninety Nine point Nine zero one percent). Therefore, the AGMS with the most votes approved the decision of the fourth agenda of the AGMS

 

d. Meeting closed at 11.56 am.

a. EGM has been attended by the shareholders and / or the authorized shareholder attorney of 2,359,431,972 (two billion three hundred fifty nine million four hundred thirty one thousand nine hundred seventy two) shares or representing 95.22% (ninety five Point twenty-two percent) of 2,477,888,787 (two billion four hundred seventy seven million eight hundred eighty eight thousand seven hundred eighty seven) shares, which are all shares issued by the Company with valid voting rights   

b. Meeting opened at 12.03 AM

 

c. The Agenda of the Meeting is as follow:

1. Approval on the Company’s plan to increase the capital by issuing preemptive rights as stipulated in POJK no. 32 / POJK.04 / 2015 on the addition of open company capital by granting preemptive rights (“Limited Public Offering”).

2. Approval of the amendment of the Articles of Association of the Company, among others, the approval of the amendment of the Company’s Articles of Association in connection with the increase of issued and paid-up capital of the Company in the framework of the Capital Addition by Issuing Pre-emptive Rights (HMETD)

3. Provide power and authority with substitution rights to the Board of Directors of the Company to execute the decisions made previously, including but not limited to make or request to be made all necessary deeds, letters and documents, present to the parties / officials Authorized including a notary, applying to a competent authority to obtain approval or to report the matter to the competent authorities as referred to in the prevailing laws and regulations.

 

d. Since the EGMS first to third are interrelated, the three eyes of the meeting are discussed at once. Shareholders and shareholder attorneys are given the opportunity to ask questions and / or opinions, where there are 2 (two) questions and 1 (one) opinion of 1 (one) person, representing 9,167 (nine thousand one hundred sixty seven) shares.

 

e. Resolutions of AGMS:

1. Approved the addition of capital by issuing new shares, with a maximum amount of 500,000,000 (five hundred million) new shares with a nominal value of Rp 500 (five hundred Rupiah) per share upon the submission of the Registration Statement to OJK.

2. To approve the amendment of Article 4 paragraph (2) of the Company’s Articles of Association in connection with the increase of issued and paid up capital of the Company in the framework of the Limited Public Offering.

3. To grant authority and power to the Board of Directors of the Company, with the right of substitution, to perform all and every necessary action in connection with such Limited Public Offering, including but not limited to

i. Perform all and every necessary action in connection with the issuance of new shares by issuing Pre-emptive Rights (HMETD), in the framework  of the Rights Issue

ii. Stipulates the number of issued shares, and the increase in issued and paid up capital in the Company for Limited Public Offering upon completion of the Limited Public Offering;

iii. Perform all and any necessary action in relation to a Limited Public Offering, without any exceptional action, all with due regard to the prevailing laws and regulations including applicable regulations in the Capital Market;

iv. To declare / make such decisions in the deeds made before the Notary, to amend Article 4 paragraph (2) of the Company’s Articles of Association and / or to rearrange the provisions of Article 4 of the Company’s Articles of Association as a whole in accordance with the decision (including to affirm the composition of shareholders in deed When required), as required by and in accordance with the applicable laws and regulations, make or order to make and sign the deeds and letters as well as the necessary documents, present to the competent authorities including the notary public, Subsequently to submit applications to the competent authorities to obtain approval and / or submit reports or notices on the resolutions of this Meeting and / or amendment to the Articles of Association of the Company in the resolution of this Meeting, and to perform all and every necessary action, in accordance with the rules current regulation.

 

(I) Vote does not agree: 9167 (nine thousand one hundred sixty seven) shares or represents 0.0004% (zero point four zero zero four percent); (Ii) Sound abstained: Nil; (Iii) Votes agree: 2,359,422,805 (two billion three hundred fifty nine million four hundred twenty two thousand eight hundred five) shares or represents 99.9996% (ninety nine point nine nine nine six percent). Thus the EGMS With the most votes approving the entire EGM event decisions.

 

f.   Meeting closed at 12.28 am.

 

Meeting (Final Cash Dividend)                                                                                        : 08 May 2017

Dividend distribution schedule report to the FSA and Indonesia Stock Exchange : 10 May 2017

Announcement of the dividend-sharing schedule on BEI and newspaper               : 10 May 2017

Cum Interim Dividend in Regular and Negotiation                                                       : 16 May 2017

Ex Interim Dividend in Regular and Negotiation                                                           : 17 May 2017

Cum Interim Dividend in Cash Market                                                                            : 19 May 2017

Ex Interim Dividend in Cash Market                                                                                : 22 May 2017

Recording Date (Entitled to Cash Dividend)                                                                  : 19 May 2017

Dividend distribution                                                                                                         : 23 May 2017

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 19 May 2017 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 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, may notify the name and bank address and account number of the Shareholder no later than 19 May 2017 in writing to: Securities Administration Agency (“BAE”) PT Datindo Entrycom, Jl. Hayam Wuruk No. 28 Jakarta 10120, Phone: +6221 3508077 Fax: +6221 3508078

5. 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.

6. 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 19 May 2017 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 Income Tax Article 23 of 30%.

7. For foreign taxpayer shareholders whose withholding tax will use tariff under Double Tax Avoidance Agreement (P3B), must submit Certificate of Domicile or SKD in the form of Form DGT 1 and Form DGT 2 which fulfill provisions Regulation of the Director General of Taxation No. PER-61 / PJ / 2009 last amended by PER-24 / PJ / 2010 and PER-62 / PJ / 2009 last amended by PER-25 / PJ / 2010. According to the regulation, Form DGT 1 and Form DGT 2 must be original documents or photocopies that have been legalized by Tax Office in Indonesia. The deadline for acceptance of Form DGT 1 and Form DGT 2 by KSEI or Registrar is no later than 22 May 2017, at 16.00 Western Indonesia Time. If SKD is not received within the stated time limit, the paid cash dividend will be subject to withholding of Article 26 Income Tax of 20%

 

Jakarta, 10May 2017

Board of Directors