PT FAJAR SURYA WISESA Tbk. (”Company”)
Domicile at Jakarta Pusat
SUMMARY NOTICE OF EXTRA ORDINARY
GENERAL MEETING OF SHAREHOLDERS
The Board of Directors of the Company hereby announces to its shareholders that the Company has held an Extra Ordinary General Meeting of Shareholders (“Meeting”) on Thursday, 20 June 2019 at Mercantile Athletic Club, Singgalang 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) : Sudarmanto
Independent Commissioner : Tony Tjandra
The Board of Directors:
President Director : Yustinus Yusuf Kusumah
Director : Vilia Sulistyo
I. Meeting :
a. Meeting was attended by shareholders and/or the power of the legitimate shareholders as much as 2.468.362.330 shares, representing 99,61% of 2,477,888,787 shares, representing the entire issued shares of the Company with voting rights is legitimate.
b. Meeting opened at 11.15 AM
c. The Agenda of the Meeting is as follow :
Approval of changes in the composition of the Company’s Board of Directors and Board of Commissioners.
d. At the Meeting is given an opportunity to ask questions and / or give opinions regarding agenda of the Meeting, but within Meeting no shareholders who ask questions and / or provide opinions related to agenda of the Meeting.
e. Resolutions of Meeting :
- Agree to accept resignation from:
The Board of Commissioners:
President Commissioner (Independent) : Sudarmanto
Commissioner : Winarko Sulistyo
The Board of Directors:
President Director : Yustinus Yusuf Kusumah
Director : Roy Teguh
Director : Vilia Sulistyo
Director : Arif Razif
which will be effective as of the date of completion of the Company’s share sale plan by the Company’s current shareholders which represents 55% of the Company’s total issued and paid-up capital (“Effective Date”), and provides full repayment and liability (acquit et de charge) for the management and supervision actions they have carried out in the Company.
- Agree to appoint:
The Board of Commissioners:
President Commissioner : Tanawong Areeratchakul
Commissioner : Wichan Jitpukdee
Commissioner : Sangchai Wiriyaumpaiwong
Commissioner Independent : Lim Chong Thian
The Board of Directors:
President Director : Peerapol Mongkolsilp
Director : Thalengsak Ratchburi
Director : Ponthep Tuntavadcharom
which are effective from the Effective Date.
- Approve to reappoint:
The Board of Commissioners:
Commissioner : Winarko Sulistyo
Commissioner : Vilia Sulistyo
Commissioner Independent : Sudarmanto
The Board of Directors:
Director : Yustinus Yusuf Kusumah
Director : Arif Razif
which are effective from the Effective Date.
That the Company has received a statement dated 19 June 2019 from Sudarmanto, who state that for the reappointment of the Company’s Independent Commissioner in the following period, he is remains independent.
- Approved subsequently, the composition of the Board of Directors and Board of Commissioners of the Company after the Effective Date will be as follows:
The Board of Commissioners:
President Commissioner : Tanawong Areeratchakul
Commissioner : Wichan Jitpukdee
Commissioner : Sangchai Wiriyaumpaiwong
Commissioner : Winarko Sulistyo
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
The term of office of the Board of Commissioners and Directors, except Tony Tjandra, is 5 years from the Effective Date until the closing of the Company’s Annual General Meeting of Shareholders for the financial year 2023 which will be held in 2024, without reducing the right of the EGMS to dismiss members of the Board of Directors and Board The Company’s Commissioners at any time. While Tony Tjandra’s tenure as an Independent Commissioner of the Company will still be valid until the closing of the Company’s Annual General Meeting of Shareholders in 2022.
- 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 and no action is excluded
Decision : Deliberation for consensus.
f. Meeting closed at 11.30 AM.
Jakarta, 24 June 2019
Board of Directors