PT FAJAR SURYA WISESA Tbk.
Domicile at Jakarta Pusat (”Company”)
SUMMARY NOTICE OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS
The Board of Directors of the Company hereby announces to its shareholders that the Company has held an Annual General Meeting of Shareholders (the “Meeting“) on Wednesday, 20 March 2024, at the AYANA Midplaza Jakarta, Meeting Room Jasmine 1, LG Floor, Jalan Jenderal Sudirman Kav. 10-11 Jakarta 10220 Indonesia.
Members of the Board of Commissioners and Board of Directors physically present at the Meeting, as follows:
The Board of Commissioners
Commissioner : Vilia Sulistyo Commisioner : Roy Teguh Independent Commissioner : Sudarmanto Independent Commissioner : Tony Tjandra |
The Board of Directors
President Director : Thalengsak Ratchburi Director : Ekachai Anujorn Director : Ponthep Tuntavadcharom Director : Yustinus Yusuf Kusumah Director : Arif Razif |
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 |
|
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: 2,470,750,005 shares or representing: 99.71 % shares of 2,477,888,787 shares, representing the entire issued shares of the Company with voting rights is legitimate.
b. Meeting opened at 10.46 WIB.
c. The Agenda of the Meeting is as follow :
- 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 2023, 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 2023, 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 2023.
- Appointment of Independent Public Accounting Firm who will audit the books of the Company ended on 31 December 2024 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.
- Approval of 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 2024.
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
- Approve the Annual Report of the Board of Directors of the Company for the fiscal year ending on 31 December 2023 including the report of the supervisory duties of the Board of Commissioners of the Company for the fiscal year ending 31 December 2023.
- 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 2023 audited by Public Accountant Office Siddharta Widjaja & Rekan, as published in its Report 00019/2.1005/AU.1/04/1100-1/1/II/2024 dated 09 February 2024 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 2023, such actions are reflected in the Company’s Financial Statements for the financial year ended on 31 December 2023 and the Annual Report of the Board of Directors of the Company for the financial year ended on 31 December 2023.
Decision: Deliberation for consensus.
Second Agenda
- Appointed a Public Accountant
a. Name : Sheilla Anastasia
b. Ministry of Finance Registration Number : 1100
c. License No : STTD.AP-371/PM.22/2018
d. Year : 2024
2. 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 2024 by POJK No. 9/2023.
4. To authorize the Board of Commissioners determining honorarium and other requirements in connection with the appointment and assignment of such Public Accountant including the replacement of Public Accountant.
Decision: Deliberation for consensus
Third Agenda
- 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 2024, to be held in 2025.
- 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.
- To authorize the Board of Directors of the Company with the right of substitution to declare this Meeting Decision in a separate Notary Act including to arrange licenses from the competent authorities in accordance with the prevailing laws and regulations.
Decision: Deliberation for consensus.
MEETING Closed at 11.17 WIB.
Jakarta, 22 March 2024
Board of Directors