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

22 April 2022

ANNOUNCEMENT ON THE SUMMARY OF THE MINUTES OF

THE ANNUAL GENERAL MEETNG OF SHAREHOLDERS

“PT SARATOGA INVESTAMA SEDAYA Tbk”

In compliance with the provisions of Article 49 paragaph (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 : Thursday / 22 April 2022
Time : 11.27 – 12.03 Western Indonesia Time
Place : Menara Karya lantai 17,
Jalan HR Rasuna Said Blok X-5 Kaveling 1-2, Jakarta 12950.
Meeting agenda :
  1. Approval on the Annual Report for the financial year of 2021 and ratification on the Financial Statements of the Company for the financial year ended on 31 December 2021 and provide full acquittal and discharge (volledig acquit et de charge ) to the members of the Board of Directors and the Board of Commissioners of the Company for management and supervision performed during the financial year 2021.
  2. Approval on the determination of the use of the Company’s net profit for the financial year 2021.
  3. 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 2022.
  4. Approval on the 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 financial year 2022.
  5. Approval on the re-appointment of all members of the Board of Directors and Board of Commissioners of the Company, as of the closing of the Annual General Meeting of Shareholders of 2022 until the closing of the Annual General Meeting of Shareholders of 2025.
  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 CONMISSIONERS

President Commissioners : Edwin Soeryadjaya
Commissioners : Indra Cahya Uno
Independent Commissioners : Sidharta Utama
Independent Commissioners : Anangga W. Roosdiono

 

BOARD OF DIRECTORS

President Directors : Michael Soeryadjaya
Directors : Lany Djuwita Wong
Directors : Devin Wirawan

 

C. The Meeting was attended by 12,603,950, 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
Meeting Agenda 6 : No questions and/orresponses

 

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 a proved
12,591,709,945 votes or 99.90% of all shares with voting rights who attended the Meeting 12,153,700 votes or 0.09% of all shares with voting rights who attended the Meeting 87,000 votes or 0.0006903% of all shares with voting rights who attended the Meeting

 

Resolutions of the Meeting Agenda 1:

      1. Approving and accepting the Company’s Annual Report for the financial year 2021, including the Supervisory Report of the Board of Commissioners of the Company, and ratifying the Consolidated Financial Statements of the company and its subsidiaries for financial year ended as of December 31, 2021 that has been audited by Public Accountant Harry Widjaja, SE , CPA of the Public Accounting Siddharta Widjaja & Associates (a member of global network KPMG) as described in its report No. 00039/2.1005/AU.1/05/1214-2/111/2022 dated March 10, 2022 with “Unqualified” opinion.
      2. Upon the approval of the Company’s Annual Report for the financial year 2021 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 its Subsidiaries for the financial year ended on 31 December 2021, thus, granting the full release and acquittal discharge (volledig acquit et de charge) to all members of the Board of Directors and the Board of Commissioners of the Company from their management and supervisory duty during the financial year 2021, as long as such actions are reflected in the Annual Report and the Consolidated Financial Statements of the Company and its Subsidiaries for the financial year ended on 31 December 2021 and is not a criminal offense or a breach of the prevailing laws and regulations.

 

MEETING AGENDA 2:

Approved Abstain Not a proved
12,602,258,145 votes or 99.98% of all shares with voting rights who attended the Meeting 1,605,500 votes or 0.01% of all shares with voting rights who attended the Meeting 87,000 votes or 0.0006903% of all shares with voting rights who attended the Meeting

 

Resolutions of the Meeting Agenda 2:

      1. Approve the use of current year profit afributed to the owners ofthe Company for the 2021 financial year in the amount of Twenty Four Trillion Eight Hundred Eighty Eight Billion Nine Hundred Million Rupiah (Rp24,889,900,000,000), for the following matters:
        1. A total of Five Billion Rupiah (Rp5,000,0000,000) is set aside as compulsory reserves of the Company;
        2. A total of Eight Hundred Thirteen Billion Eight Hundred Ninety Million One Hundred Thousand Rupiah (Rp 813,890,100,000) or sixty Rupiah (Rp 60) per share will be paid as final cash dividend to the shareholders ofthe Company; dan
        3. The remainder will be allocated to increase the Company’s retained earnings.

 

      1. 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 a proved
12,577,201,790 votes or 99.7% of all shares with voting rights who attended the Meeting 1,609,900 votes or 0.01% of all shares with voting rights who attended the Meeting 25,138,955 votes or 0.19% of all shares with voting rights who attended the Meeting

 

Resolutions of the Meeting Agenda 3:

  1. Approving to authorize the Board of Commissioners of the Company to appoint Public Accounting Firm and Public Accountant to audit the Financial Statement ofthe Company for the financial year ended on 31 December 2022 and other audits required by the Company and determining the honorarium and other appointment requirements and authorize the Board of Commissioners of the Company to appoint a substitute Public Accounting Firm and Public Accountant if the appointed Public Accountant is unable to carry out his duties for any reason, by taking into accotmt the recommendations from the Audit Committee.

 

MEETING AGENDA 4:

Approved Abstain Not a proved
12,602,256,945 votes or 99.98% of all shares with voting rights who attended the Meeting 1,605,500 votes or 0.01% of all shares with voting rights who attended the Meeting 88,200 votes or 0.0006998% of all shares with voting rights who attended the Meeting

 

Resolutions of the Meeting Agenda 4:

      1. By taking into account the suggestions and opinions given by the Company’s Nomination and Remuneration Committee, determining remuneration for all members of the Board of Commissioners of the Company for the financial year 2022 of a maximum of IDR 15,000,000,000.00 (Fifteen Billion Rupiah).
      2. Granting power and authority to the Board of Commissioners to determine the amount of salary, bonus and other allowances for members of the Board of Directors of the Company in accordance with the structure, policy and amount of remuneration of the Company for the financial year ended on 31 December 2022, by taking into account the suggestions and opinions given by the Company’s Nomination and Remuneration Committee.

 

MEETING AGENDA 5:

Approved Abstain Not a proved
12,567,129,034 votes or 99.70% of all shares with voting rights who attended the Meeting 5,913,100 votes or 0.04% of all shares with voting rights who attended the Meeting 30,908,511 votes or 0.24% of all shares with voting rights who attended the Meeting

 

Resolutions of the Meeting Agenda 5:

  1. Approve the expiration of the term of office of members of the Board of Directors and Board of Commissioners of the Company as of the closing of the Meeting.
  2. Approve on re-appointment all members of the Board of Directors and Board of Commissioners of the Company as of the closing of the Annual General Meeting of Shareholders of 2022 until expiration of the period of term of office of members of the Board of Directors and Board of Commissioners of the Company in the closing of the Annual General Meeting of Shareholders of 2025 with composition as follows:

 

President Director : Michael William P. Soeryadjaya
Director : Lany Djuwita Wong
Director : Devin Wirawan

 

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

 

  1. Approve the granting of power with the right of substitution to the Board of Directors of the Company to do any acts related to the Meeting Resolutions, including but not the authorities, having limited to appearing before discussion, asking for information, giving and/or submitting notification on appointment of composition of the Company’s Board of Directors and Board of Commissioners to the Minister of Law and Human Rights of the Republic of Indonesia as well as other related competent institutions, drawing up and/ or signing deeds and letters or other documents that are required or deemed necessary, appearing before a Notary to have the deed of declaration of Meeting resolutions of the Company drawn up and signed and doing other matters that shall and/or may be done to realize the Meeting Resolutions.

 

MEETING AGENDA 6:

Since this is only a report, no resolution has been made in this Agenda.

 

Jakarta, 22 April 2022

PT SARATOGA NVESTAMA SEDAYA Tbk

Board of Directors

SRTG-Summary of AGMS 2022