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, 11 April 2019 at Mercantile Athletic Club, Batur Room, World Trade Center, Lantai 18, 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:                     

President Commissioner (Independent) : Mr. Sudarmanto

Independent Commissioner                      : Mr. Tony Tjandra

THE BOARD OF DIRECTORS:                

President Director : Mr. Yustinus Yusuf Kusumah

Director                 : Mr. Roy Teguh

Director                 : Ms. Vilia Sulistyo

Director                  : Mr. Arif Razif

 

I. Meeting:

a. Meeting was attended by shareholders and / or the power of the legitimate shareholders as much as 2.370.557.499  shares, representing 95,668 of 2,477,888,787 (two billion four hundred seventy-seven million eight hundred eighty-eight thousand seven hundred and eighty-seven) shares, representing the entire issued shares of the Company with voting rights is legitimate.

b. Meeting opened at 10.50 AM

c. The Agenda of the Meeting is as follow :

  1. Approval and ratification of the Report of the Board of Directors regarding the course of business of the Company and the Financial Administration of the Company for the fiscal year ended 31 December 2018, as well as the approval and ratification of the Company’s Financial Statements include the Balance Sheet and Profit/Loss Account for the financial year ended on 31 December 2018, approval of the Annual Report and the report of the Board of Commissioners supervisory tasks and provide a release and discharge of responsibility (acquit et de charge) to all members of the Board of Directors and Board of Commissioners for the actions of management and supervision that have been implemented over the years ended 31 December 2018.
  2. Determination of the use of profits of the Company for the year ending on 31 December 2018.
  3. Appointment of Independent Public Accounting Firm who will audit the books of the Company ended on 31 December 2019 and the granting of authority to the Board of Commissioners to determine the honorarium of the Independent Public Accountant and other requirements of the appointment.
  4. Approval of changes in the composition of members of the Board of Directors, as well as determination of salary and other benefits for members of the Board of Directors and honorarium and other benefits for members of the Board of Commissioners of the Company for the financial year 2019.

a. 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.

b. 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 2018 including the report of the supervisory duties of the Board of Commissioners of the Company for the fiscal year ending 31 December 2018.
  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 2018 audited by Public Accountant Office Satrio Bing Eny & Partners, as published in its Report No. 0011/2.1097/AU.1/04/0556 – 2/1/II/2019 dated 8 Februari 2019 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 2018,  such actions are reflected in the Company’s Financial Statements for the financial year ended on 31 December 2018 and the Annual Report of the Board of Directors of the Company for the financial year ended on 31 December 2018.

Decision : Deliberation for consensus.

Second Agenda

  1. To determine the use and / or distribution of profit of the Company Rp 1.405.367.808.100 for the financial year ended on 31 December 2018 as follows :
    a. 58,18 % or Rp 817.703.299.710,-  shall be distributed as cash dividends for Fiscal year 2018 to shareholders, or Rp Rp 330,-  per share, calculated with an interim dividend of Rp 100,- per share, which has been distributed to shareholders on 4 December 2018, so that the remaining cash dividends to be distributed to shareholders amounted to Rp 230 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. 41,8 % or Rp 587.464.508.390,- 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

Approve to authorize the Board of Commissioners on the recommendation of the Audit Committee to appoint a Public Accountant who will audit the Company’s books for the financial year ending on 31 December 2019 in accordance with POJK No.13 / POJK.03 / 2017 criteria on Service Use Public Accountant and Public Accountant Firm in Financial Services Activities as well as determining honorarium and other requirements in connection with the appointment and appointment of such Public Accountant.

Decision : Deliberation for consensus.

Fourth Agenda

  1. a Accept and Approve the resignation of Mr. Wimba Wibawa Wanadiardja as Director of the Company, which the resignation letter has been received by the Company as of 20 February 2019, effective since the closing of this Meeting

    b Accept and Approve the resignation of Mr. Sentot Eko Junianto as Director of the Company, which the resignation letter has been received by the Company as of 18 Maret 2019, effective since the closing of this Meeting.

Change the composition of the Board of Commissioners so that the composition of the Board of Commissioners and Board of Directors of the Company from the conclusion of this Meeting until Annual General Meeting of Shareholders in 2022 are as follows:

THE BOARD OF COMMISSIONERS:                   

President Commissioner

and Independent Commissioner : Mr. Sudarmanto

Commissioner                                : Mr. Winarko Sulistyo

Independent Commissioner         : Mr. Tony Tjandra                                                                   

THE BOARD OF DIRECTORS:                                                               

President Director                         : Mr. Yustinus Yusuf Kusumah

Director                                           : Mr. Roy Teguh

Director                                           : Ms. Vilia Sulistyo

Director                                           : Mr. Arif Razif

  1. 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% (eight 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 Meeting held in 2020.
  2. 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.
  3. 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 11.22 AM.

 

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) :11 April 2019

Dividend distribution schedule report to the FSA and Indonesia Stock Exchange : 15 April 2019

Announcement of the dividend-sharing schedule on BEI and newspaper : 15 April 2019

Cum Dividend in Regular and Negotiation : 23 April 2019

Ex Dividend in Regular and Negotiation : 24 April 2019

Cum Dividend in Cash Market : 25 April 2019

Ex Dividend in Cash Market : 26 April 2019

Recording Date (Entitled to Cash Dividend) : 25 April 2019

Dividend distribution : 14 May 2019

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 25 April 2019 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,- (ten thousand Rupiah), may notify the name and bank address and account number of the Shareholder no later than 25 April 2019  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 25 April 2019 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% (one hundred percent) 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% (twenty percent).

 

Jakarta, 15 April 2019

Board of Directors