ANNOUNCEMENT OF SUMMARY OF THE MINUTES OF
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT FAJAR SURYA WISESA Tbk.
Domiciled in Central Jakarta
(“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 regarding the Plan and Implementation of the General Meeting of Shareholders of Public Company as amended by Regulation of the Financial Services Authority No. 10/POJK.04/2017 regarding Amendment to POJK No. 32/POJK/2014, the Company submits a summary of the minutes of the Meeting as follows:
A. Date, Venue, Time:
Date : Wednesday, 28 November 2018
Venue : Ruang Seminar, Galeri Bursa Efek Indonesia
Indonesia Stock Exchange Building, Tower II
Jl. Jenderal Sudirman Kav. 52-53 Jakarta 12190
Time : 10.00 – 10.20 Western Indonesia Time
B. Agenda of Meetings:
Approval of the Company’s plan to conduct capital increase with Pre-emptive Rights (“Rights Issue“), which will be implemented under the FSA Regulation No. 32 /POJK.04/2015 regarding Public Company Capital Increase With Provides Pre-emptive Rights (“Limited Public Offering”), including:
a. Approval of 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 of 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 make 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.
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
D. Meeting was attended by Shareholders and/or The proxy of Shareholders representing 2,370,794,665 shares or 95.678% of the 2,477,888,787 shares which are all shares that issued by the Company with valid voting rights.
E. Shareholders and the proxy of Shareholders has given the opportunity to ask questions and / or opinions in the agenda of the Meeting. There is one opinion from one Shareholder/proxy of Shareholder which representing 9,167 (nine thousand one hundred sixty seven) shares.
F. The results of the voting were as follows:
Deliberation meetings to reach consensus agree on the following:
Approving on capital increase by issuing new shares, with a total maximum of 500,000,000 (five hundred million) new shares with a nominal value of Rp 500,- (five hundred Rupiah) per share at the time of submission of the Registration Statement to the FSA.
a. Approving the amendment of Article 4 paragraph (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.
b. 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, 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, 30 November 2018
Board of Director