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Announcement on the Summary of Minutes of the AGMS & EGMS – 10 June 2015

19 June, 2015

 

Download the Summary of Minutes of AGMS and EGMS – 10 June 2015 in ENGLISH
Download the Summary of Minutes of AGMS and EGMS – 10 June 2015 in BAHASA

ANNOUNCEMENT ON THE SUMMARY OF MINUTES OF MEETING OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT SARATOGA INVESTAMA SEDAYA Tbk.

(“Company”)

 

The Board of Directors of the Company domiciled in Central Jakarta hereby notify that the Company has held the Annual General Meeting of Shareholders (“AGMS”) and Extraordinary General Meeting of Shareholders (“EGMS”) (hereinafter the AGMS and EGMS jointly shall be referred to as “Meeting”) on Wednesday, 10 June 2015 at 10:45-11:25 AM for AGMS and 11:29-11:43 Am for EGMS at Ballroom 1, The Ritz Carlton Jakarta, Mega Kuningan, Jl. DR. Ide Anak Agung Gde Agung Kav.E.1.1 No.1, Mega Kuningan, Jakarta Selatan 12950, Indonesia, with the following Summary of Minutes of Meeting:

A. Member of the Board of Commissioners and the Board of Directors present in the Meeting
     The Board of Commissioners

Edwin Soeryadjaya President Commissioner
Joyce Soeryadjaya Kerr Commissioner
Indra Cahya Uno Commissioner
Sidharta Utama Independent Commissioner
Anangga W. Roosdiono Independent Commissioner

     The Board of Directors

Sandiaga Salahuddin Uno President Director
Michael William P. Soeryadjaya Director
Andi Esfandiari Director
Ngo, Jerry Go Independent Director

 

B. Attendance Quorum of the Shareholders

The AGMS was attended by the valid Shareholders or Proxy of Shareholders of the Company in the amount of 2,520,046,900 shares or equal to 92.8889625% from all issued and paid of shares of the Company, whereas the EGMS was attended by the valid Shareholders or Proxy of Shareholders of the Company in the amount of 2,520,074,800 shares or equal to 92.8899909% from all issued and paid of shares of the Company.

C. Agenda of the Meeting

Agenda and description of the AGMS are as follows:

  1. The approval of the Company’s Annual Report for the Book Year of 2014 regarding Company’s Activity and Implementation of the Supervisory Duty of the Board of Commissioners and Ratification of the Consolidated Financial Statement of the Company and Subsidiaries for the Financial Year Ended on 31 December 2014.
    Description: It is in accordance with the provision of Articles 10 and 21 of the Company’s Articles Association and Articles 69 and 78 of the Law No. 40 of 2007 regarding Limited Liability Company (“Company Law”).
  2. Appropriation on the use of net profit of the Company for the book year of 2014.
    Description: It is in accordance with the provision of Article 21 of the Company’s Articles Association and Articles 70 and 71 of the Company Law
  3. Delegation of authority to the Board of Commissioners to appoint the Public Accountant Firm to audit the Consolidated Financial Statement of the Company for the financial year ended on 31 December 2015 and to determine the honorarium of the Public Accounting Firm including any other requirements.
    Description: It is in accordance with the provision of Article 10 of the Company’s Articles Association.
  4. Determination on the salary, honorarium, allowances and other facility for the member of the Board of Directors and the Board of Commissioners for the financial year of 2015.
    Description: It is in accordance with the provision of Articles 15 and 18 of the Company’s Articles Association and Articles 96 and 113 of the Company Law.
  5. Accountability report on the realization of the use of proceeds of the Public Offering.
    Description: It is in accordance with the provision of Article 3 Decision of the Head of Bapepam No. Kep-27/PM/2003 dated 17 July 2003 regarding Report on the Realization of the Use of Proceeds of the Public Offering.
    6. Report on the implementation of Management and Employee Stock Options Program (MESOP).
    Description: The Company will report to the shareholders the implementation of MESOP program by the Board of Directors.

Agenda and description of the EGMS are as follows:

  1. Amendment and realignment of the Articles of Association provisions of the Company.
    Description: It is in accordance with the provision of Financial Services Authority Regulation No. 32/POJK.04/2014 regarding Plan and Implementation of the Public Company’s General Meeting of Shareholders (“POJK 32”) and Financial Services Authority Regulation No. 33/POJK.04/2014 regarding the Board of Directors and Commissioners of an Issuer or Public Company (“POJK 33”).
  2. Change of composition of the Board of Directors of the Company
    Description: It is in accordance with the provision of Article 15 of the Company’s Articles of Association and POJK 33.

D. Question and Answer Opportunity

Before the decision-making session, the Chairman of Meeting provided the opportunity to the Shareholders or Proxy of the Shareholders to raise question and/or give opinion in each Meeting agenda. In the Second Agenda of AGMS, there was 1 (one) Shareholders who raised a question and such question has been answered by the Board of Directors of the Company.

E. Decision-Making Mechanism

The resolution shall be adopted amicably. In the event it is not acquired it can be conducted by voting.

F. Resolutions of the Meeting

The resolutions adopted in the Meeting of the Company are as follows:

First Agenda of the Annual General Meeting of Shareholders
Number of Shareholders who raised questions No Shareholders or Proxy of Shareholder who raised question in the First Agenda of AGMS.
Decision making result The Meeting amicably decided to approve the proposal presented by the First Agenda.
Resolution on the First Agenda of AGMS
  1. Approve and accept the Annual Report of the Company which among others contains the Activity of the Company and Implementation of Supervisory Duty of the Board of Commissioners, and to ratify the Consolidated Financial Statement of the Company and Subsidiaries for the Year Ended on 31 December 2014, which has been audited by the Public Accountant Firm Siddharta&Widjaja (a member of KPMG global network) as stated in their report No. L.14-6363-15/III.27.006 dated 27 March 2015, with an “Unqualified Opinion”.
  2. Fully grant release and discharge of responsibility (Acquit et de Charge) to each member of the Board of Directors and the Board of Commissioners upon their management and supervision conducted within the book year of 2014 as long as such actions are reflected in the Annual Report and Consolidated Financial Statement of the Company and Subsidiaries for the Year Ended on 31 December 2014.

 

Second Agenda of the Annual General Meeting of Shareholders
Number of Shareholders who raised questions 1 (one) Shareholders
Decision making result The Meeting amicably decided to approve the proposal presented by the Second Agenda.
Resolution on the Second Agenda of AGMS
  1. To determine that the Company’s profit of the year in 2014 attributable to the Owners of the Company is in the amount of IDR802,926,000.000, which shall be posted as retained earnings.
  2. To determine that the Company will not distribute the cash dividend to the Shareholders upon the profit obtained by the Company for the book year ended on 31 December 2014.

 

Third Agenda of the Annual General Meeting of Shareholders
Number of Shareholders who raised questions No Shareholders or Proxy of Shareholder who raised question in the Third Agenda of AGMS.
Decision making result The Meeting amicably decided to approve the proposal presented by the Third Agenda.
Resolution on the Third Agenda of AGMS To approve to delegate authority to the Board of Commissioners to appoint the Public Accountant Firm to audit the Consolidated Financial Statement of the Company for the financial year ended on 31 December 2015 and to determine the honorarium of the Public Accounting Firm including any other requirements as well as to appoint substitute Public Accountant Firm if the appointed Public Accountant Firm due to whatever reason is unable to perform the duties.

 

Fourth Agenda of the Annual General Meeting of Shareholders
Number of Shareholders who raised questions No Shareholders or Proxy of Shareholder who raised question in the Fourth Agenda of AGMS.
Decision making result The Meeting amicably decided to approve the proposal presented by the Fourth Agenda.
Resolution on the Fourth Agenda of AGMS To approve and grant power of attorney to the BOC to determine the amount of salary, honorarium and other benefit for the members of the BOD and BOC for the financial year of 2015.

 

Fifth Agenda of the Annual General Meeting of Shareholders
Number of Shareholders who raised questions No Shareholders or Proxy of Shareholder who raised question in the Fifth Agenda of AGMS.
Note The Fifth Agenda is only as a report so that there is no decision making and/or voting session.

 

Sixth Agenda of the Annual General Meeting of Shareholders
Number of Shareholders who raised questions No Shareholders or Proxy of Shareholder who raised question in the Sixth Agenda of AGMS.
Note The Sixth Agenda is only as a report so that there is no decision making and/or voting session.

 

First Agenda of the Extraordinary General Meeting of Shareholders
Number of Shareholders who raised questions No Shareholders or Proxy of Shareholder who raised question in the First Agenda of EGMS.
Decision making result The Meeting amicably decided to approve the proposal presented by the First Agenda.
Resolution on the First Agenda of EGMS
  1. To approve the amendment of the provisions of the Articles of Association to be adjusted with the Financial Services Authority Regulation No. 32/POJK.04/2014 regarding Plan and Implementation of the GMS of a Public Company and Financial Services Authority Regulation No. 33/POJK.04/2014 regarding BOD and BOC of an Issuer or Public Company and to restate the whole Articles of Associations of the Company with respect to such amendments; and
  1. To appoint and grant the authority with the right of substitution, to the Company’s Board of Directors to conduct any action in relation to the resolution of the Meeting, including but not limited to appear before the authorized party, to discuss, to give and/or ask for information, to submit an approval or notification with regard to the amendment to the Articles of Associations to the Minister of Law and Human Rights of the Republic of Indonesia, and any other related authorized institutions, to make or cause to be made and sign the deeds and letters or any necessary documents, to appear before the notary, to have the deed restating the Company’s Meeting resolutions, prepared and finalized and moreover to take any necessary actions which should be and or could be made for the purpose of implementing/materializing the resolutions of this Meeting

 

Second Agenda of the Extraordinary General Meeting of Shareholders
Number of Shareholders who raised questions No Shareholders or Proxy of Shareholder who raised question in the Second Agenda of EGMS.
Voting resultNote: decision making was conducted by voting Agree Abstain Dissagree
In the amount of 2,515,363,200 shares of 99.8130373% of the valid shares present in the Meeting. In the amount of 4,683,700 shares or 0.1858556% of the valid shares present in the Meeting. In the amount of 27,900 shares or 0.0011071% of the valid shares present in the Meeting.
In accordance with the POJK 32, abstain/blank vote shall be deemed as issuing the equivalent vote with the majority vote so that the total of agree vote shall be in the amount of 2,520,046,900 shares or 99.999% of the total valid shares present in the Meeting decided to approve the resolution proposal of the Second Agenda.
Resolution on the Second Agenda of EGMS
  1. To accept the resignation of Sandiaga Salahuddin Uno as the President Director of the Company, as of the closing of this Meeting, with appreciation and gratitude for his performances to the Company, as well as to grant full release and discharge (acquit at de charge) to Sandiaga Salahuddin Uno as the President Director upon all management and supervisory acts from 1 January 2015 up to 20 June 2015.
  2. To approve to appoint Michael William P Soeryadjaya as the President Director of the Company as of the closing of this Meeting until for the same term of office with the remaining term of office of the other Director, i.e. until the closing of the Third Annual General Meeting of Shareholders since the year of 2013, with still considering the right of the General Meeting of Shareholders to terminate at any given time.

Therefore the composition of the member of the Board of Directors becomes as follows:

  • President Director : Michael William P. Soeryadjaya
  • Director : Andi Esfandiari
  • Independent Director : Ngo, Jerry Go
  1. To appoint and grant the authority with the right of substitution, to the Company’s Board of Directors to conduct any action in relation to the resolution of the Meeting, including but not limited to appear before the authorized party, to discuss, to give and/or ask for information, to submit a notification with regard to the change to the composition of the Board of Directors of the Company to the Minister of Law and Human Rights of the Republic of Indonesia, and any other related authorized institutions, to make or cause to be made and sign the deeds and letters or any necessary documents, to appear before the notary, to have the deed restating the Company’s Meeting resolutions, prepared and finalized and moreover to take any necessary actions which should be and or could be made for the purpose of implementing/materializing the resolutions of this Meeting.

The announcement of this Summary of Minutes of Meeting is to comply with the provision of Article 34 of POJK 32.

 

Jakarta, 12 June 2015
PT SARATOGA INVESTAMA SEDAYA Tbk.

THE BOARD OF DIRECTORS

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