7. ANNOUNCEMENT ON THE SUMMARY OF THE MINUTES OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS “PT SARATOGA INVESTAMA SEDAYA Tbk”
ANNOUNCEMENT ON THE SUMMARY OF THE MINUTES OF
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
“PT SARATOGA INVESTAMA SEDAYA Tbk”
In compliance 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 the “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 / 28 April 2021 |
| Time | : | 10.14 – 10.40 Western Indonesia Time |
| Place | : | Menara Karya 17th Floor, Jalan HR Rasuna Said Blok X-5 Kaveling 1-2, Jakarta 12950. |
| agenda | : | |
| Approval of the Company’s Annual Report for the 2020 financial year and ratification of the Company’s Financial Statements for the financial year ended 31 December 2020, as well as granting full release and discharge of responsibility (volledig acquit et de charge) to all members of the Board of Directors and the Board of Commissioners of the Company for management and supervisory actions that have been carried out during the 2020 financial year.Approval of the determination of the use of the Company’s net profit for the 2020 financial year.Approval of the appointment of a Public Accountant and Public Accounting Firm to audit the Company’s Financial Statements for the financial year ended 31 December 2021.Determination of the salary, honorarium and allowances and other facilities for the members of the Board of Directors and the Board of Commissioners for the 2021 financial year.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 Commissioners Independent Commissioner | : | Sidharta Utama |
| Board of Directors Director | : | Devin Wirawan |
C. The meeting was attended by 2,448,059,098 shares with valid voting rights or 90.8742953% 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 1 : No questions and/or responses
Meeting Agenda 2 : No questions and/or responses
Meeting Agenda 3 : No questions and/or responses
Meeting Agenda 4 : No questions and/or responses
Meeting Agenda 5 : No questions and/or responses
F. The resolutions-making mechanism at the Meeting is as follows:
Meeting resolutions 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 resolutions made by voting:
MEETING AGENDA 1:
| Approved | Abstain | Not approved |
|---|---|---|
| 2,447,890,198 votes or 99.9931007% of all shares with voting rights who attended the Meeting | 168,900 votes or 0.0068993% of all shares with voting rights who attended the Meeting | None |
Resolutions of the Meeting Agenda 1:
- Approve and accept the Company’s Annual Report for the 2020 financial year, including the Supervisory Report of the Company’s Board of Commissioners, and ratify the Consolidated Financial Statements of the Company and Subsidiaries for the financial year ended 31 December 2020 which has been audited by Public Accountant Harry Widjaja, S.E., CPA from the Public Accounting Firm Siddharta Widjaja dan Rekan (a member firm of the global KPMG network) as contained in its report Number 00053/2.1005/AU.1/05/1214-1/1/III/2021 dated 4 March 2021, with the opinion “Unqualified”.
- With the approval of the Company’s Annual Report for the 2020 financial year including the Supervisory Report of the Board of Commissioners of the Company, as well as the ratification of the Consolidated Financial Statements of the Company and Subsidiaries for the financial year ended 31 December 2020, thereby granting full release and discharge of responsibility (volledig acquit et de charge) to all members of the Board of Directors and the Board of Commissioners of the Company for all management and supervisory actions during the 2020 financial year, as long as these actions are reflected in the Annual Report and the Consolidated Financial Statements of the Company and Subsidiaries for the financial year ended 31 December 2020 and are not criminal acts.
MEETING AGENDA 2:
| Approved | Abstain | Not approved |
|---|---|---|
| 2,448,059,098 votes or 100% of all shares with voting rights who attended the Meeting | None | None |
Resolutions of the Meeting Agenda 2:
- Approve the use of current year profit attributed to the owners of the Company for the 2020 financial year in the amount of Eight Trillion Eight Hundred Twenty-Five Billion Four Hundred Twenty-Eight Million Rupiah (Rp.8,825,428,000,000), for the following matters:
- a . A total of Five Billion Rupiah (Rp.5,000,0000,000) is set aside as compulsory reserves of the Company;
- b . A total of Two Hundred and Ninety-Eight Billion Four Hundred Twenty-Six Million Three Hundred Seventy Thousand Rupiah (Rp.298,426,370,000) or one hundred and ten Rupiah (Rp110) per share will be paid as final cash dividend to the shareholders of the Company; and
- c . The remainder will be allocated to increase the Company’s retained earnings.
- Approve the granting of 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 3:
| Approved | Abstain | Not approved |
|---|---|---|
| 2,444,914,057 votes or 99.8715292% of all shares with voting rights who attended the Meeting | None | 3,145,041 votes or 0.1284708% of all shares with voting rights who attended the Meeting |
Resolutions of the Meeting Agenda 3:
1. Approve the granting of authority to 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 2021 and other audits required by the Company and determine the honorarium and other appointment requirements.
MEETING AGENDA 4:
| Approved | Abstain | Not approved |
|---|---|---|
| 2,448,059,098 votes or 100% of all shares with voting rights who attended the Meeting | None | None |
Resolutions of the Meeting Agenda 4:
- 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 2021 financial year of a maximum of Fifteen Billion Rupiah (Rp 15,000,000,000).
- Grant the power and authority to the Nomination and Remuneration Committee of the Company to determine the amount of salary, bonus and other benefits for members of the Board of Commissioners of the Company in accordance with the structure, policy and amount of remuneration based on the Company’s remuneration policy for the financial year ending on 31 December 2021.
- Grant the power and authority to the Board of Commissioners of the Company to determine the amount of salary, bonus and other benefits for members of the Board of Directors of the Company in accordance with the structure, policy and amount of remuneration based on the Company’s remuneration policy for the financial year ending on 31 December 2021.
MEETING AGENDA 5:
Since this is only a report, no resolution has been made in this Agenda
Jakarta, 30 April 2021
PT SARATOGA INVESTAMA SEDAYA Tbk.
Board of Directors