PT FAJAR SURYA WISESA Tbk.
Decisions of Annual General Meeting of Shareholders on May 19, 2015 that held at Mercantile Athletic Club, Batur Room, World Trade Center, Lantai 18, Jl. Jenderal Sudirman Kav. 29-31, Jakarta 12920
With Agenda Meeting as follow:
1. Approved and accepted the Annual Report of the Company, including the Company’s Financial Statements as of December 31, 2014 and the ratification of The Company’s Financial Statements as of December 31, 2014, and approval for report of supervisory activities of the Board of Commissioners for the year ended December 31, 2014.
2. Approved the appropriation of profit of the year for the year ended December 31, 2014
3. Determined the increase in the amount of total salary and/or other allowances to the Board of Directors and to the Board of Commissioners for the closing book of 2015
4. Appointed the Company’s Independent Public Accounting firm to audit the Company’s books ending December 31, 2015.
5. Approved and amended the Company’s Articles of Association related with POJK NO. 32/POJK.04/2014, POJK NO. 33/POJK.04/2014.
Therefore, the complete list of Board of Directors whose join the meeting:
Board of Commissioners:
President Commissioner : Ir. Airlangga Hartarto, MMT, MBA
Commissioner : Winarko Sulistyo
Commissioner : Tony Tjandra
Commissioner : Hadi Rebowo Ongkowidjojo
Board of Directors:
President Director : Yustinus Yusuf Kusumah Director
Director : Roy Teguh
Director : Wimba Wibawa Wanadiardja
Director : Sentot Eko Junianto
Director : Arif Razif
The Meeting was attended by shareholders that represented 92,69% of legal voting right.
RUPST results as follow:
1. a. Approved and accepted the Annual Report of the Company, including the Company’s Financial Statements as of December 31, 2014 and the ratification of The Company’s Financial Statements as of December 31, 2014, and approval for report of supervisory activities of the Board of Commissioners for the year ended December 31, 2014.
b. Ratified the Company’s Financial Statement for the year 2014 audited by a registered Public Accountant, Osman Bing Satrio & Rekan with an “unqualified opinion”, as reported in their letter number: GA 115 0092 FSW IBH, dated March 10,2014 and at the same time discharged BoD and BoC’s responsibilities (acquit et de charge) on their management and supervisory duties during the fiscal year ended December 31, 2014.
2. Approved the use of FajarPaper’s net income for the fiscal year ended December 31, 2014 as follow:
i. 42.85%, or Rp 37,168,331,805, as interim dividend for fiscal year 2014, Rp 15 per shae
ii. 0.23%, or Rp 200,000,000, as an appropriation of Retained Earning in accordance with the regulation, UUPT.
iii. 56.92%, or Rp 49,377,523,145, as working capital and to fund FajarPaper’s expansion plan.
3. Determined the increase in the amount of total salary and/or other allowances for 9,24% to the Board of Directors and to the Board of Commissioners effective now until the closing of the Annual of General Meeting of Shareholders 2016for the closing book of 2016
4. Granted authority to BoD to re-appoint a registered Public Accountant Osman Bing Satrio & Rekan to audit FajarPaper’s financials for the year ended December 31, 2015, and to determine the associated fee and qualifications of the appointment.
5. a. Approved the company changed the office location from Bekasi to Jakarta.
b. Approved and amended the Company’s Articles of Association related with POJK NO. 32/POJK.04/2014, POJK NO. 33/POJK.04/2014.
c. Delegated authority the Company’s Board of Directors to conduct such actions in regards to the use of the Company’s net profit for the year ended December 31, 2014.
A. Cash Dividend Distribution Schedule:
1. General Meeting (Final dividend cash market) : May 19, 2015
2. Cash Dividend Distribution Schedule Reporting to OJK and BEI : May 21, 2015
3. Dividend Disbursement Advertising in the Newspaper : May 21, 2015
4. Cum Dividend date in Regular & Market Negotiation : May 26, 2015
5. Ex-dividend date Regular Market & Market Negotiations : May 27, 2015
6. Cum Dividend in Cash Market : May 29, 2015
7. Ex-dividend date in Cash Market : June 1, 2015
8. Listing Date (Recording Date) : May 29, 2015
9. Cash Dividend Payment Date : June19, 2015
B. Procedure for Payment of Dividend
1. This announcement is the official notification of the Company, and the Company does not issue a special notice to shareholders.
2. Cash dividend payment given to shareholders whose names are registered in the Register of Shareholders (“DPS”) of the Company on May 29, 2015 at 16:00 West Indonesia Time (“GMT”), or the so-called Recording Date Shareholders entitled to dividend.
3. Shareholders whose shares are registered in the Collective Custody of PT Indonesian Central Securities Depository (“KSEI”), the payment of dividends in accordance with the schedule above will be carried out by book entry through KSEI, and then KSEI will distribute it to the account of the Securities Company or Custodian Bank where Shareholders open an account
4. Shareholders who still use scrip, where shares are not included in the collective custody of KSEI, and requires the payment of dividends made by transfer to the bank account of the Shareholders, may notify the name and address of the bank and the account number of Shareholders no later than on May 29, 2015 in writing toBiro Administrasi Efek (”BAE”)
PT Datindo Entrycom, Puri Datindo – Wisma Sudirman, Jl Jendral Sudirman Kav 34 – Jakarta 10220 Telp : (021) 570 9009 Fax : (021) 570 9026
PT Datindo Entrycom, Puri Datindo – Wisma Sudirman, Jl Jendral Sudirman Kav 34 – Jakarta 10220 Telp : (021) 570 9009 Fax : (021) 570 9026
5. The cash dividend will be taxed in accordance with the laws and regulations applicable tax. The amount of tax imposed, be borne by the Shareholders concerned and deducted from the amount of cash dividends paid.
6. Shareholders Taxpayers in the Form of Legal Entities, and has not submitted a Taxpayer Identification Number (“TIN”), are required to submit their NPWP to KSEI or the Registrar not later than on June 29, 2015 at 16:00 pm. Without the inclusion of TIN, cash dividends paid to taxpayers in the form of the legal entity, will be subject to article 23 by 30%.
7. Shareholders Foreign Taxpayers whose tax deduction will be using rates based on the Avoidance of Double Taxation Agreement (P3B) must submit a Certificate of Residence (Certificate of Domicile or “SKD”) in the form of Form DGT 1 and Form DGT 2 which comply with the provisions of Regulation of Director General Tax No. PER-61 / PJ / 2009 which amended the latest by PER-24 / PJ / 2010 and PER-62 / PJ / 2009 which amended the latest by PER-25 / PJ / 2010. In accordance with the regulation, DGT Form 1 and DGT Form 2 must be original documents or copies that have legalized Tax Office in Indonesia. DGT deadline for receipt of Form 1 and Form 2 DGT is by KSEI or BAE is no later than May 28, 2015, at 16.00 pm. When the SKD is not received within the time limit specified, the cash dividend paid will be subject to withholding income tax Article 26 amounting to 20%.
Jakarta, May 21, 2015