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 (“AGMS”) hereinafter referred to as (“the Meeting”) on Wednesday, March 23, 2022, at the Mercantile Athletic Club, Batur Room, World Trade Center I, 18th Floor, Jl. Jenderal Sudirman Kav. 31, Jakarta 12920.

Members of the Board of Commissioners and Board of Directors physically present at the Meeting, as follows:

The Board of Commissioners:

 

  • Independent Commissioner : Tony Tjandra

The Board of Directors

 

  • Director             : Thalengsak Ratchburi
  • Director             : Yustinus Yusuf Kusumah

Members of the Board of Commissioners and Members of the Board of Directors of the Company who are present electronically / online at the Meeting:

The Board of Commissioners:

 

  • Independent Commissioner : Lim Chong Thian

The Board of Directors

 

  • President Director : Peerapol Mongkolsilp
  1. Meeting

a. The Meeting was attended by shareholders and / or their proxies who were physically present and the power of the legitimate shareholders by e-Proxy eASY.KSEI totaling: 2,470,733,140 shares or representing: 99.7% shares of 2,477,888,787 shares, representing the entire issued shares of the Company with voting rights is legitimate

b. Meeting opened at 10:50 WIB

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 2021, 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 2021, 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 2021.
  2. Determination of the use of the Company’s profits for the year ending in 31 December 2021.
  3. Appointment of Independent Public Accounting Firm who will audit the books of the Company ended on 31 December 2022 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 Commissioners and Board of Directors, as stipulation of salaries and other benefits for members of the Company’s Board of Directors as well as honorarium and other benefits for members of the Company’s Board of Commissioners for financial year 2022.

d. During the Meeting, the opportunity is given to ask questions and/or provide opinions regarding each agenda item of the Meeting, but no shareholder has asked questions and/or provides opinions regarding each item on the Meeting agenda.

e. 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 2021 including the report of the supervisory duties of the Board of Commissioners of the Company for the fiscal year ending 31 December 2021.
  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 2021 audited by Public Accountant Office Siddharta Widjaja & Rekan, as published in its Report 00017 / 2.1005 / AU.1 / 04 / 1214-2 / 1 / II / 2022 dated 14 February 2022 and fully discharge (acquit et de charge) 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 2021,  such actions are reflected in the Company’s Financial Statements for the financial year ended on 31 December 2021 and the Annual Report of the Board of Directors of the Company for the financial year ended on 31 December 2021.

                Decision: Deliberation for consensus.

Second Agenda

  1. To determine the use and / or distribution of profit of the Company Rp 614,926,156,481 for the financial year ended on 31 December 2021 as follows:
  2. 95 % or Rp 294,868,765,653 shall be distributed as cash dividends for Fiscal year 2021 to shareholders amounted to Rp 119 per share.
  3. 03% or Rp 200,000,000 will be used as reserve fund in accordance with the provisions of Indonesian Company Law (UUPT).
  4. 52,02 % or Rp 319.857.390.828 which is the net residual income will be used as working capital and anticipation of the Company’s expansion financing plan.
  5. 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

  1. Appointed a Public Accountant

a. Name                                                               : Harry Widjaja

b. Ministry of Finance Registration Number : AP 1214

c. License No                                                     : 681/KM.1/2020

d. Year                                                                 : 2022

Appointed Public Accountant Firm

a. Name                                                               : KAP Siddharta Widjaja & Rekan

b. License No                                                      : 916/KM.1/2014

3. In the event of the Public Accountant that has been decided by the Meeting cannot complete the audit services of the financial year historical information in the Assignment Professional Period, the Meeting will mandate to the Company’s Board of Commissioners based on the recommendation of the Audit Committee to appoint a replacement Public Accountant who will audit the Company’s books for the financial year ending on 31 December 2022 by POJK No. 13 / POJK.03 /2017.

4. Approve to authorize the Board of Commissioners determining honorarium and other requirements in connection with the appointment and appointment of such Public Accountant including the replacement of Public Accountant.

                Decision: Deliberation for consensus

   Fouth Agenda

  1. Approved and warmly accepted the resignation of Mr. Kulachet Dharachandra, as Commissioner of the Company, in his letter dated 10 January 2022 as of the closing date of this Meeting, by granting acquittal and discharge (acquit et de charge) for the supervisory actions he had taken during his term of office. reflected in the books of the Company and does not constitute a criminal act.
  2. Approved the appointment of Mr. Danaidej Ketsuwan, as a new member of the Company’s Commissioner as of the closing date of this Meeting.
  3. To equalize the term of office of the Board of Commissioners and the Board of Directors of the Company. Dismiss with honor all members of the Board of Commissioners and Board of Directors of the Company as of the closing date of this Meeting, at the same time thanking them for their services to the Company and granting release and settlement (acquit et de charge) for their management and supervisory actions during this tenure as long as it is reflected in the books of the Company and does not constitute a criminal act.
  4. To appoint members of the Board of Commissioners and Board of Directors of the Company from the date this Meeting is closed, until the closing of the Annual General Meeting of Shareholders of the Company in 2026 which will be held in 2027, so that the composition of the Board of Commissioners and Board of Directors of the Company is as follows:

The Board of Commissioners

 

  • President Commissioner         : Wichan Jitpukdee
  • Commissioner                           : Sangchai Wiriyaumpaiwong
  • Commissioner                           : Kitti Tangjitrmaneesakda
  • Commissioner                           : Danaidej Ketsuwan
  • Commissioner                           : Winarko Sulistyo
  • Commissioner                           : Vilia Sulistyo
  • Independent Commissioner    : Lim Chong Thian
  • Independent Commissioner    : Sudarmanto
  • Independent Commissioner    : Tony Tjandra

Directors

 

  • President Director     : Peerapol Mongkolsilp
  • Director                     : Thalengsak Ratchburi
  • Director                  : Ponthep Tuntavadcharom
  • Director                  : Yustinus Yusuf Kusumah
  • Director                  : Arif Razif

 

 

  1. Determine that the amount and type of honorarium and benefits, for members of the Company’s BOC, to be increased at the maximum 6% (six percent) from the amount and types of the current honorarium as well as the benefits of the members of the BOC, effective from the closing of this Meeting until the closing of the Annual General Meeting of Shareholders for fiscal year 2022, to be held in 2023.
  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.

  1. MEETING Closed at 11:25 WIB.

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)

:

 23 March 2022

Dividend distribution schedule report to the FSA and Indonesia Stock Exchange

:

25 March 2022

Announcement of the dividend-sharing schedule on IDXnet and newspaper

:

25 March 2022

Cum Dividend in Regular and Negotiation

:

31 March 2022

Ex Dividend in Regular and Negotiation

:

01 April 2022

Cum Dividend in Cash Market

:

04 April 2022

Ex Dividend in Cash Market

:

05 April 2022

Recording Date (Entitled to Cash Dividend)

:

04 April 2022
Dividend distribution

:

21 April 2022
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 04 April 2022 at 16.00 WIB or so-called Recording Date Shareholders entitled to Dividend.
3.

For shareholders whose shares are registered in the Collective Custody of PT Kustodian Sentral Efek Indonesia (“KSEI”), dividend payments according to the schedule above will be made by way of overbooking through KSEI, and then KSEI will distribute them to the Customer Fund Account (RDN) at the Company. Securities or Custodian Bank where shareholders open securities accounts.
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 – 15:00 WIB with a copy of proof of ownership of stock and identity of the original and still valid.
5.

Shareholders whose shares are still in the form of notes / collective share certificates, whose shares have not been deposited in the collective custody of KSEI, and want dividend payments to be made by transfer to the shareholder’s bank account, a minimum net dividend of Rp 50,000 can provide name and address. bank and Shareholder’s account number no later than 04 April 2022 in writing to: Securities Administration Bureau (“BAE”) PT Datindo Entrycom, Jl. Hayam Wuruk No. 28 Jakarta 10120, Tel (021) 3508077 Fax (021) 3508078.
6.

The cash dividend will be taxed according to the prevailing taxation legislation in Indonesia.
7.

Based on the applicable tax laws and regulations, the cash dividend will be excluded from the tax object if it is received by the shareholders of the domestic corporate taxpayer (“DN Entity Taxpayer”) and the Company does not deduct Income Tax on cash dividends paid to the DN Entity WP. the. Cash dividends received by shareholders of domestic individual taxpayers (“WPOP DN”) will be excluded from the tax object as long as the dividends are invested in the territory of the Unitary State of the Republic of Indonesia. For WPOP DN that does not meet the investment provisions as mentioned above, the dividends received by the person concerned will be subject to income tax (“PPh”) in accordance with the applicable laws and regulations, and the PPh must be paid by the WPOP DN concerned in accordance with with the provisions of Government Regulation no. 9 of 2021 concerning Tax Treatment to Support the Ease of Doing Business. Furthermore, the shareholders of the Company are required to be responsible for reporting the dividend receipts referred to in the tax reporting for the tax year concerned in accordance with the applicable tax laws and regulations.
8.

The Company does not serve the Company’s shareholders request to transfer its right to dividends to other parties.
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%.

Jakarta, 25 March 2022

Board of Directors