5. ANNOUNCEMENT OF THE SUMMARY OF MINUTES OF THE ANNUAL AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF PT SARATOGA INVESTAMA SEDAYA Tbk. – 26 June 2018

4 July, 2018

ANNOUNCEMENT OF THE SUMMARY OF MINUTES OF
THE ANNUAL AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
PT SARATOGA INVESTAMA SEDAYA Tbk.
(the “Company”) -26 June 2018

 

The Board of Directors of the Company, domiciled in South Jakarta, hereby notifiy that the Company has held Annual General Meeting of Shareholders (“AGMS”) and Extraordinary General Meeting of Shareholders (“EGMS”) (hereinafter the AGMS and the EGMS jointly shall be referred to as the “Meeting”) on Tuesday, 26 June 2018 at 10:26 – 11:06 AM West Indonesia Time for AGMS and 11.09 – 11:23 AM West Indonesia Time for EGMS at the Office of PT Mitra Pinasthika Mustika Tbk, Lippo Kuningan 26th Floor, Jl. H.R. Rasuna Said Kav, B-12F, South Jakarta 12940, Indonesia, with the following Summary of Minutes of Meeting:

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

Board of Commissioners

Edwin Soeryadjaya President Commissioners

Indra Cahya Uno Commissioner

Joyce Soeryadjaya Kerr Commissioner

Sidharta Utama Independent Commissioner Anangga W. Roosdiono Independent Commissioner Board of Directors

Michael William P. Soeryadjaya President Director

Andi Esfandiari Director

  1. B. Attendance Quorum of the Shareholders
  2. Pursuant to Article 26 paragraph (1) point (a) of the Regulation of the Financial Services Authority No. 32/POJK.04/2014 on

Planning and Holding General Meeting of Shareholder of Listed Companies and Article 12 paragraph (1) point (a) of the Company’s Articles of Association, the Meeting may be held if attended by shareholders or their proxies representing more than ½ (one half) of total shares with valid voting rights which have been issued by the Company.

  1. The AGMS was attended by valid shareholders or proxy of shareholders of the Company in the total of 2,559,644,100 (two billion five hundred fifty nine million six hundred forty four thousand one hundred) shares or equal to 94.396% (ninety four point three hundred ninety six percent) of the issued shares of the Company after being reduced by the shares that have

been bought back by the Company in the total of 1,355,800 (one million three hundred fifty five thousand eight hundred)

shares.

  1. The EGMS was attended by valid shareholders or proxy of shareholders of the Company in the total of 2,559,469,600 (two billion five hundred fifty nine million four hundred sixty nine thousand six hundred) shares or equal to 94.389% (ninety four point three hundred eighty nine percent) of the issued shares of the Company after being reduced by the shares that have been bought back by the Company in the total of 1,355,800 (one million three hundred fifty five thousand eight hundred) shares.
  2. C. Agenda of the Meeting

Agenda of the AGMS are as follows:

  1. Approval on the Annual Report and Ratification of the Financial Statement of the Company for the Financial Year ended on

31 December 2017.

  1. Determination on the use of the Company’s net profit for the financial year of 2017.
  2. Appointment of the Public Accountant to audit the financial statements of the Company for the financial year ended on 31

December 2018.

  1. Determination on the salary, honorarium and allowances and other facilities for the member of the Board of Directors and the Board of Commissioners for the financial year of 2018.
  2. Change of the Composition of the Board of Directors of the Company.
  3. Report from the Board of Directors on the implementation result of the Long Term Incentive Program.

Agenda of the EGMS are as follows:

  1. Approval on the buy back plan of the Company’s shares.
  2. Approval to use the Company’s treasury shares for Long Term Incentive Program.
  3. D. Opportunities to Raise Questions and Provide Answers

Prior to the decision making session, the Chairman of the Meeting provided opportunities to the shareholders or the proxy of the shareholders to raise questions and/or give opinion on each agenda of the Meeting. For all agenda of the Meeting, no questions

were raised by the shareholders and/or proxy of the shareholders.

  1. E. Decision Making Mechanism

Pursuant to Article 12 paragraph (7) of the Company’s Articles of Association, all Meeting resolutions shall be adopted throu gh amicable resolution to reach consensus. In the event that amicable decision could not be reached, the resolutions shall be

adopted through voting.

  1. Decision Making Results

The Company has appointed independent parties, i.e. Notary Jose Dima Satria, S.H., M.Kn., and PT Datindo Entrycom to calculate and/or validate the votes.

The result of the decision making session in AGMS are as follows:

Agenda Amicable Decision Agree Abstain Disagree
First Reached 2,559,644,100 shares or

100% of total shares with voting rights presented in

the Meeting.

None None
Second Reached 2,559,644,100 shares or

100% of total shares with voting rights presented in the Meeting.

None None
Third Not Reached 2,559,133,900 shares or

99.98% of total shares with voting rights presented in

the Meeting.

None 510,200 shares or 0.02%

of total shares with voting rights presented in the

Meeting.

Fourth Reached 2,559,644,100 shares or

100% of total shares with voting rights presented in

the Meeting.

None None
Fifth Reached 2,559,644,100 shares or

100% of total shares with voting rights presented in the Meeting.

None None

 

Note: The Sixth Agenda is reporting only hence no desicion making and/or voting is conducted.

The result of the decision making in EGMS are as follows:

Agenda Amicable Decision Agree Abstain Disagree
First Not Reached 2,558,236,900 shares or

99.952% of total shares with voting rights presented in the

Meeting.

None 1,232,700 shares or

0.048% of total shares with voting rights

presented in the Meeting.

Second Not Reached 2,557,726,700 shares or

99.932% of total shares with voting rights presented in the Meeting.

None 1,742,900 shares or

0.068% of total shares with voting rights presented in the Meeting.

 

  1. Meeting Resolutions

The resolutions adopted in the AGMS are as follows:

First Agenda:

  1. Approve and accept the Annual Report of the Company for the year of 2017, including the Report on Supervisory Duties of the Board of Commissioners of the Company, and ratify the Consolidated Financial Statements of the Company and

Subsidiaries for the financial year ended on 31 December 2017 which has been audited by Public Accountant Cahyadi

Muliono, S.E., CPA from Public Accountant Firm Siddharta Widjaja & Rekan (a member of KPMG Global Network) as stipulated in its report No. L.17-6363-18/III.23.002 dated 23 March 2018 with an “Unqualified Opinion”.

  1. With the Annual Report of the Company for the year 2017 being approved, including the Report on Supervisory Duties of

the Board of Commissioners of the Company, and the Consolidated Financial Statements of the Company and Subsidiaries for the financial year ended on 31 December 2017 being ratified, thus granting full release and discharge (Acquit et de

Charge) to the Board of Directors and the Board of Commissioners of the Company for their management and supervision

actions during the financial year of 2017, so long such actions are reflected in the Annual Report and the Consolidated Financial Statements of the Company and Subsidiaries for the Financial Year ended on 31 December 2017 and it is not criminal actions.

Second Agenda:

  1. Approve the usage of the profit attributable to the owner of the Company for the financial year of 2017 in the amount of

IDR3,231,698,000,000, for the following items:

  1. IDR5,000,000,000 shall be set aside as statutory reserve of the Company;
  2. Maximum of IDR201,000,000,000 or IDR74 per share, will be distributed as final cash dividend to the shareholders of the Company; and
  3. c. The remaining amount shall be set aside for Retained Earning to support the development of the business of the

Company.

2. Approve to grant power and authorization to the Board of Directors to manage the procedure of the payment of such final cash dividend, including but not limited to determine the payment schedule, and to conduct any other actions required in relation to the payment of the final cash dividend in accordance with the prevailing regulations.

Third Agenda:

  1. Approve the appointment of Public Accountant Cahyadi Muliono, S.E., CPA., from Public Accountant Firm Siddharta

Widjaja & Rekan (a member of KPMG Global Network) to audit the consolidated financial statements of the Company for this current financial year and will be ended on 31 December 2018.

  1. Approve to grant authorization to the Board of Commissioners of the Company to determine the honorarium and other

appointment requirements which are reasonable for such Public Accountant Firm and to appoint a substitute Public Accountant from the same Public Accountant Firm if the appointed Public Accountant due to whatever reasons is unable to complete the audit of the Financial Statements of the Company.

Fourth Agenda:

  1. By taking into account the advice and opinion from the Nomination and Remuneration Committee of the Company, to determine the remuneration amount for all members of the Board of Commissioners of the Company for the financial

year of 2018 in the maximum amount of IDR15,000,000,000.

  1. Approve to grant authorization to the Board of Commissioners of the Company to determine the details of the distribution of the remuneration amount to be provided among each member of the Board of Commissioners by taking

into account the advice and opinion from the Nomination and Remuneration Committee of the Company.

  1. Approve to grant authorization to the Board of Commissioners of the Company to determine the amount of salary, honorarium and allowances and other facilities for the member of the Board of Directors for the financial year of 2018.

Fifth Agenda:

  1. Accept the resignation of Mr. Ngo, Jerry Go from his position as the Independent Director of the Company as of the closing of this Meeting, with appreciation and gratitude for his performances during his term of office at the Company, as well as to grant full release and discharge (acquit et de charge) to Mr. Ngo, Jerry Go as the Independent Director for all management actions from 1 January 2018 to 26 June 2018.
  2. Appoint Ms. Lany Djuwita as the Independent Director of the Company as of the closing of this Meeting until the closing of the third Annual General Meeting of Shareholders since 2018, by taking into account the right of shareholders to

terminate at any given time.

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

President Director : Michael William P. Soeryadjaya

Director : Andi Esfandiari

Independent Director : Lany Djuwita

  1. Appoint and grant authorization with right of substitution to the Board of Directors of the Company to conduct any actions in relation to this Meeting Resolution, 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 of 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 and sign the deed restating the Company’s Meeting Resolution, and to take any necessary actions which should be and/or could be made for the purpose of implementing this Meeting Resolution.

The resolutions adopted in the EGMS are as follows:

First Agenda:

  1. Approve the buy back of the Company’s shares in the maximum of 0.737% of the issued and paid-up capital of the

Company or in the maximum of 20,000,000 shares.

  1. Approve and grant power and authorization to the Board of Directors of the Company, either jointly or individually, to conduct any actions necessary to implement this Meeting resolution, including to determine the requirements for the buy

back of the Company’s shares subject to any prevailing regulations, to appear before an authorized official and/or notary to sign any necessary deed(s), to submit information, to make and sign all necessary documents, and to conduct all

actions deemed necessary, without exception.

Second Agenda:

  1. Approve the allocation of all of the Company’s treasury shares in the total of 1,355,800 shares for the implementation of

Long Term Incentive Program to the employees of the Company.

  1. Approve to allocate a maximum of 4,994,200 shares from the buy back of shares that will be conducted by the Company for the period since 26 June 2018 until the next Annual General Meeting of Shareholders of the Company which will be

held at the latest on 30 June 2019 for the implementation of the Long Term Incentive Program to the employees of the

Company.

  1. Approve to grant power and authorization to the Board of Directors of the Company to take and/or conduct any actions and all arrangement necessary and/or required to implement the Long Term Incentive Program, in accordance with the prevailing regulations.

H. Distribution Schedule and Procedures of Final Cash Dividen

The distribution of final cash dividend will be made with the following schedule and procedures:

Distribution Schedule of Final Cash Dividend

Description Date
– Announcement of final cash dividend distribution schedule in Indonesia Stock

Exchange

27 June 2018
– Announcement of final cash dividend distribution schedule in the media (Kontan) 27 June 2018
– Shareholders Register (recording date) of shareholders who are entitled for the final cash dividend 6 July 2018
– Regular and Negotiation Market:

· Cum-Dividend

· Ex-Dividend

 

3 July 2018

4 July 2018

– Cash Market

· Cum-Dividend

· Ex-Dividend

 

6 July 2018

9 July 2018

– Distribution of final cash dividend 27 July 2018

 

Distribution Procedures of Final Cash Dividend

  1. This announcement is an official announcement from the Company, and the Company does not issue any special notification to its Shareholders.
  2. The cash dividend will be paid to Shareholders whose names are recorded in the Company’s Shareholders Register

(“DPS”) dated 6 July 2018 at 4.15PM Western Indonesia Time (“WIB”) or which is referred to as the Recording Date of the Shareholders who are entitled to Dividends.

  1. Shareholders whose shares are registered in the Collective Custody of PT Kustodian Sentral Efek Indonesia (”KSEI”)

will receive dividend payment in accordance with the above schedule by settling the book entry following KSEI mechanism, and subsequently KSEI will distribute them into the account of the Security Company or the Custodian Bank in which the Shareholders open their accounts.

  1. Shareholders who still hold script shares which are not kept in collective custody in KSEI, and wish to get dividend payments by way of telegraphic transfer to their bank accounts, may inform their names and bank addresses as well as

their bank accounts in writing at the latest on 6 July 2018 at 4.00PM WIB to:

Shares Registrar’s Office

PT Datindo Entrycom

Jl. Hayam Wuruk No. 28

Jakarta 10210, Indonesia

Telp: +62 21-350 8077 (Hunting) Fax: +62 21-350 8078

  1. The cash dividend is subject to tax pursuant to the prevailing tax regulations. The applicable tax shall be borne by the

relevant Shareholders and will be deducted from the cash dividend being paid.

  1. Domestic Shareholders in the form of Legal Entity and have not submitted their Tax Identification Number (“NPWP”), are required to submit their NPWP to KSEI or BAE at the latest on 6 July 2018 at 4PM WIB. Without submitting NPWP,

the cash dividend being paid to the Domestic Shareholders in the form of Legal Entity will be subject to Income Tax which is 100% higher than the normal tariff.

  1. Foreign Shareholders whose tax deduction use a tariff reference based on the Agreement to Prevent Double Taxation

shall submit a Certificate of Domicile using DGT 1 or DGT 2 formats which comply with the Regulations of the Director General of Tax No. PER-61/PJ/2009 as lastly amended by PER-24/PJ/2010 and PER-62/PJ/2009 as lastly amended by PER-25/PJ/2010. Pursuant to such regulations, DGT 1 and DGT 2 formats shall be original documents or copies that have been legalized by Tax Office in Indonesia. The deadline for receipt of such DGT 1 or DGT 2 formats by KSEI or BAE is at the latest on 6 July 2018, at 4PM WIB. If the Certificate of Domicile is not received by the aforesaid deadline, the cash dividend will be subject to 20% deduction pursuant to Article 26 of Income Tax.

This Announcement of Summary of Minutes of Meeting is to comply with the provision of Article 34 of the Regulation of the Financial Services Authority No. 32/POJK.04/2014 on Planning and Holding General Meeting of Shareholders of Public Companies.

 

Jakarta, 27 June 2018

PT SARATOGA INVESTAMA SEDAYA Tbk.

THE BOARD OF DIRECTORS

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