8. ANNOUNCEMENT ON THE SUMMARY OF THE MINUTES OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS “PT SARATOGA INVESTAMA SEDAYA Tbk”
ANNOUNCEMENT ON THE SUMMARY OF THE MINUTES OF
THE EXTRAORDINARY 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 Extraordinary General Meeting of Shareholders (hereinafter referred to as the Meeting):
A. On :
| Day / Date | : | Wednesday / 28 April 2021 |
| Time | : | 11.00 – 11.15 Western Indonesia Time |
| Place | : | Menara Karya 17th Floor, Jalan HR Rasuna Said Blok X-5 Kaveling 1-2, Jakarta 12950. |
| agenda | : | |
| Approval of the plan for the Company’s Stock Split.Approval of the plan for the buyback of the Company’s shares.Approval of the use of the Company’s treasury shares for 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 2,448,063,898 shares with valid voting rights or 90.8744735% 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
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 |
|---|---|---|
| 2,448,063,898 votes or 100% of all shares with voting rights who attended the Meeting | None | None |
Resolutions of the Meeting Agenda 1:
- Approve to carry out the stock split with a ratio of 1: 5, where each share with a nominal value of Rp.100 will be changed to 5 shares with a nominal value of Rp.20, with details on the comparison of the number and nominal value of the Company’s shares before and after the stock split are:
RemarksBefore the Stock SplitAfter the Stock SplitNominal ValueRp.100 per shareRp.20 per shareNumber of Shares2,712,967,000 shares13,564,835,000 sharesTotal Issued and Paid Up CapitalRp.271,296,700,000Rp.271,296,700,000 - 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 appear before the authorities, discuss, give and/or request information, amend Article 4 paragraphs (1) and (2) of the Articles of Association of the Company, restate the composition of the shareholders of the Company, apply for approval and/or notification of amendments to the Company’s Articles of Association to the Minister of Law and Human Rights of the Republic of Indonesia and other relevant authorities, make or sign deeds and letters, as well as other documents that are necessary or deemed necessary, present before the Notary to be drawn up and sign deed of statement of the resolutions of the Company Meeting and carry out other matters that must and/or can be carried out in order to realize/consummate the resolutions of the Meeting.
MEETING AGENDA 2:
| Approved | Abstain | Not approved |
|---|---|---|
| 2,448,063,898 votes or 100% of all shares with voting rights who attended the Meeting | None | None |
Resolutions of the Meeting Agenda 2:
- Approve the buyback of the Company’s shares with a maximum amount of twenty-five million (25,000,000) shares or a maximum of zero point nine hundred twenty-two percent (0.922%) of the issued and paid-up capital of the Company for a total cost of up to One Hundred Fifty Billion Rupiah (Rp.150,000,000,000).
- Approve the granting of power and authority to the Board of Directors of the Company, either jointly or individually, to take all necessary actions in implementing the resolutions of this Meeting, including determine the terms of implementing the buyback of the Company’s shares by taking into account the applicable laws and regulations, restate the composition of the shareholders of the Company, appear and/or present before the authorized officials and/or Notary to sign the required deed(s), to convey information, to make and sign all necessary documents, and to take all actions deemed necessary, without exception.
MEETING AGENDA 3:
| Approved | Abstain | Not approved |
|---|---|---|
| 2,443,081,247 votes or 99.7964656% of all shares with voting rights who attended the Meeting | None | 4,982,651 votes or 0.2035344% of all shares with voting rights who attended the Meeting |
Resolutions of the Meeting Agenda 3:
1. Approve to allocate a maximum of six million (6,000,000) shares to be distributed to the Company’s employees in 2021 as the implementation of the Company’s Long Term Incentive Program (LTIP).
2. Approve the granting of power and authority to the Board of Directors of the Company to take and/or conduct any actions and any arrangement necessary/required to realize the implementation of Long Term Incentive Program (LTIP), in accordance with the applicable laws and regulations.
Jakarta, 30 April 2021
PT SARATOGA INVESTAMA SEDAYA Tbk.
Board of Directors