8.ANNOUNCEMENT ON THE SUMMARY OF THE MINUTES OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS “PT SARATOGA INVESTAMA SEDAYA Tbk”

19 June, 2020

ANNOUNCEMENT ON
THE SUMMARY OF THE MINUTES OF THE ANNUAL GENERAL MEETING OF
SHAREHOLDERS
“PT SARATOGA INVESTAMA SEDAYA Tbk”

In order to comply with the provisions of Article 49 paragraph (1) and Article 51 of the Financial Services Authority Regulation No. 15 / POJK.04 / 2020 dated 21 April 2020 regarding the Plan and Implementation of the General Meeting of Shareholders of Public Companies (hereinafter referred to as POJK No. 15), the Board of Directors of PT SARATOGA INVESTAMA SEDAYA Tbk (hereinafter referred to as the “Company”) hereby informs the shareholders, that the Company has held an Annual General Meeting of Shareholders (hereinafter referred to as the Meeting):

(A). ON :

 

Day / Date : Wednesday / 17 June 2020
Time : 10.00 WIB until finished
Place : Menara Karya 17th Floor, Jalan HR Rasuna Said Blok X-5 Kaveling 1-2, Kuningan Timur, Setiabudi, South Jakarta
Agenda :

1) Approval of the Annual Report for the 2019 financial year and the ratification of the Company’s Financial Statements which ended on 31 December 2019, as well as granting full redemption and release of responsibility (volledig acquit et de charge) to all members of the Board of Directors and Board of Commissioners of the Company for management and supervision actions has been run during the 2019 financial year.

  2) Approval of the determination of the use of the Company’s net profit for the 2019 financial year.
  3) Approval of the appointment of a Public Accountant and Public Accountant Firm to audit the Company’s Financial Statements for the financial year ending 31 December 2020.
   4) Approval of the determination of the salary, honorarium and allowances and other facilities for members of the Board of Directors and Board of Commissioners for the 2020 financial year.
   5) Approval of changes in the composition of the Company’s Board of Directors.
   6) Reporting on the results of the implementation of the Company’s Long Term Incentive Program.

 

(B). Members of the Board of Directors and the Board of Commissioners who attended the Meeting:

Board of Directors
President Director : Michael William P. Soeryadjaya
Director : Lany D. Wong
Director : Devin Wirawan
Board of  Commissioners
Commissioners : Indra Cahya Uno

 

(C). The meeting was attended by 2,399,697,708 shares with valid voting rights or approximately 88.55% of all shares with valid voting rights issued by the Company.

(D). During the Meeting, shareholders and / or their proxies are given the opportunity to ask questions and / or provide opinions regarding the agenda of the Meeting.

(E).

Meeting Agenda I : No questions and / or opinions
Meeting Agenda II : No questions and / or opinions
Meeting Agenda III : No questions and / or opinions
Meeting Agenda IV : No questions and / or opinions
Meeting Agenda V : No questions and / or opinions
Meeting Agenda VI : No questions and / or opinions

 

(F).  The decision making mechanism at the Meeting is as follows:
Meeting decisions are made by way of deliberation to reach a consensus. If deliberation to reach a consensus is not reached then it is done by voting.

(G).  The results of decision making are carried out by voting :

Meeting Agenda I:

Approved Abstain Not Approved
2,399,697,608 votes or approximately 99.99% of all shares with voting rights who attended the Meeting. 100 votes or approximately 0.0000042% of all shares with voting rights present at the Meeting.

Resolutions of the Meeting Agenda I:

  1. Approve and accept the Company’s Annual Report for the 2019 financial year, including the Supervisory Report of the Board of Commissioners of the Company, and ratify the Consolidated Financial Statements of the Company and Subsidiaries for the financial year ending 31 December 2019 which has been audited by Public Accountant Cahyadi Muliono , SE, CPA from the Public Accounting Firm Siddharta Widjaja dan Rekan (a member firm of the global KPMG network) as contained in their report Number 00057 / 2.1005 / AU.1 / 05 / 1088-3 / 1 / III / 2020 dated 2 March 2020, with an opinion “Unqualified”.

  2. With the approval of the Company’s Annual Report for the 2019 financial year including the Supervisory Report of the Board of Commissioners of the Company, as well as the approval of the Consolidated Financial Statements of the Company and Subsidiaries for the financial year ending on 31 December 2019, thereby granting full release and settlement of responsibility ( volledig acquit et de charge) to all members
    3
    of the Board of Directors and Board of Commissioners of the Company for all management and supervisory actions during the 2019 financial year, to the extent that these actions are reflected in the Annual Report and Consolidated Financial Statements of the Company and Subsidiaries for the Financial Year ending on 31 December 2019 and not a criminal action.

 

Meeting Agenda II:

Approved Abstain Not Approved
2,399,697,608 votes or approximately 99.99% of all shares with voting rights who attended the Meeting. 100 votes or approximately 0.0000042% of all shares with voting rights present at the Meeting.

Resolutions of the Meeting Agenda I:

  1. Approved the use of profit for the current year attributable to the owners of the Company’s entities for the 2019 financial year amounting to Rp7,371,033,000,000 (Seven Trillion Three Hundred Seventy One Billion Thirty Three Million Rupiah), for the following:

    1. IDR 5,000,000,000 (Five Billion Rupiah) will be set aside as compulsory reserves for the Company;
    2. A total of IDR 149,213,185,000 (One Hundred Forty-Nine Billion Two Hundred Thirteen Million One Hundred Eighty Five Thousand Rupiah) or IDR 55 (Fifty Five Rupiah) per share will be paid as final cash dividend to the shareholders of the Company; and
    3. The rest will be allocated to increase the Company’s retained earnings.
  2. Agree to give the power and authority to the Board of Directors to regulate the procedures for the payment of the said final cash dividend, including but not limited to determining the payment schedule, as well as to take all other necessary actions in connection with the payment of the final cash dividend in accordance with the prevailing laws and regulations.

 

Meeting Agenda III:

Approved Abstain Not Approved
2,399,581,763 votes or approximately 99.99% of all shares with voting rights who attended the Meeting. 100 votes or approximately 0.0000042% of all shares with voting rights present at the Meeting. 115,845 votes or approximately 0.0048% of all shares with voting rights who attended the Meeting.

Resolutions of the Meeting Agenda III :

Approved to authorize the Board of Commissioners of the Company to appoint a Public Accounting Firm and Public Accountants to audit the Company’s Financial Statements for the financial year ended 31 December 2020 and other audits required by the Company and determine the honorarium and other appointment requirements.

 

Meeting Agenda IV:

Approved Abstain Not Approved
2,399,697,608 votes or approximately 99.99% of all shares with voting rights who attended the Meeting. 100 votes or approximately 0.0000042% of all shares with voting rights present at the Meeting.

Resolutions of the Meeting Agenda IV :

  1. By taking into account the suggestions and opinions given by the Nomination and Remuneration Committee of the Company, determine the remuneration for all members of the Board of Commissioners of the Company for the 2020 financial year of a maximum of IDR 15,000,000,000 (Fifteen Billion Rupiah)Dengan memperhatikan saran dan pendapat yang diberikan oleh Komite Nominasi dan Remunerasi Perseroan, menetapkan remunerasi bagi seluruh anggota Dewan Komisaris Perseroan untuk tahun buku 2020 sebesar-besarnya Rp15.000.000.000 (Lima Belas Miliar Rupiah).

  2. Give power and authority to the Nomination and Remuneration Committee of the Company to determine the amount of salaries, bonuses and other benefits for members of the Company’s Board of Commissioners in accordance with the structure, policies and amounts of remuneration based on the Company’s remuneration policy for the financial year ending on 31 December 2020.

  3. Giving power and authority to the Company’s Board of Commissioners to determine the amount of salary, bonus and other benefits for members of the Company’s Board of Directors in accordance with the structure, policies and amount of remuneration based on the Company’s remuneration policy for the financial year ending on 31 December 2020.

 

Meeting Agenda V:

Approved Abstain Not Approved
2,399,697,608 votes or approximately 99.99% of all shares with voting rights who attended the Meeting. 100 votes or approximately 0.0000042% of all shares with voting rights present at the Meeting.

Resolutions of the Meeting Agenda V :

  1. Accept the resignation of Mr. Andi Esfandiari from his position as Director of the Company as of the closing of this Meeting with the utmost gratitude for his performance s4o far in the Company, as well as granting full release and full settlement (Acquit et de Charge) to Mr. Andi Esfandiari as Director for all actions management starting from January 1, 2020 to June 17, 2020.

  2. Accordingly, the composition of the members of the Company’s Board of Directors is as follows:

    President Director : Michael William P. Soeryadjaya
    Director : Lany D. Wong
    Director : Devin Wirawan
  3. Appoint and authorize with the right of substitution to the Board of Directors of the Company to take all actions related to the resolutions of this Meeting, including but not limited to appearing before the authorities, holding talks, giving and / or requesting information, submitting requests for notification of changes in the composition of the Company’s Board of Directors to the Minister Law and Human Rights of the Republic of Indonesia as well as other relevant authorities, make or sign deeds and letters or other documents that are required or deemed necessary, present before a Notary to be drafted and sign a deed to declare the resolutions of the Company Meeting and implement other matters that must be and / or can be implemented in order to realize / materialize the Meeting’s resolution.

 

Meeting Agenda VI:

Resolutions of the Meeting Agenda VI:
Because it is only a report, no decision has been made in this Agenda.

Jakarta, 18 June 2020.
PT SARATOGA INVESTAMA SEDAYA Tbk.
Board of Directors.

Summary of the Minutes of the Annual General Meeting of Shareholders

Summary of the Minutes of the Annual General Meeting of Shareholders
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