9. 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 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 concerning 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 Extraordinary General Meeting of Shareholders (hereinafter referred to as the Meeting):
(A). On:
| Day/Date | : | Wednesday/17 June 2020 |
| Time | : | 11.00 WIB until finished |
| Place | : | Menara Karya 17th Floor, Jalan HR Rasuna Said Blok X-5 Kaveling 1-2, Kuningan Timur, Setiabudi, Jakarta Selatan; |
| Agenda | : | 1) Approval of (i) amendments to Article 3 of the Company’s Articles of Association in order to comply with the requirements and provisions of the Republic of Indonesia Government Regulation No. 24 of 2018 concerning Electronically Integrated Business Licensing Services (Online Single Submission) and (ii) adjustments to the Company’s Articles of Association in order to comply with Financial Services Authority Regulation No. 15 / POJK.04 / 2020 concerning Planning and Implementation of General Meeting of Shareholders of Public Companies. |
| 2) Approval of the buyback plan of the Company’s shares. | ||
| 3) Approval on 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 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 2,399,738,308 shares that have valid voting rights or approximately 88.55% of all shares with valid voting rights that have been 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
(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 |
| 2,399,535,240 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. | 202,968 votes or approximately 0.0085% of all shares with voting rights present at the Meeting. |
Resolutions of the Meeting Agenda I:
- Approve (i) amendments to Article 3 of the Company’s Articles of Association in order to comply with the requirements and provisions of the Republic of Indonesia Government Regulation No. 24 of 2018 concerning the Services of Integrated Electronic Business Licensing (Online Single Submission) and (ii) adjustments to the Articles of Association of the Company in order to comply with Financial Services Authority Regulation No. 15 / POJK.04 / 2020 concerning Planning and Implementation of General Meeting of Shareholders and Public Companies.
- Approve to restate the Company’s Articles of Association in its entirety in accordance with applicable reference standards, as long as it does not contradict the prevailing laws and regulations.
- Appoint and authorize the Board of Directors with the right of substitution 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 approval and / or notification of amendments to the Articles of Association of the Company to the Minister of Law and Human Rights of the Republic of Indonesia and other relevant authorities, make or sign deeds and letters or other documents that are needed or deemed necessary, present before a Notary to be drawn up and sign the deed statement of the resolutions of the Company’s Meeting and implement other matters that must be and / or can be implemented in order to realize / materialize the Meeting’s resolution.
Meeting Agenda II:
| Approved | Abstain | Not Approved |
| 2,399,651,085 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. | 87,123 votes or approximately 0.0036% of all shares with voting rights that were present at the Meeting. |
Resolutions of the Meeting Agenda II:
- Approve the buyback plan of the Company’s shares with a maximum amount of thirty million (30,000,000) shares or a maximum of 1.105% (one point one zero five percent) of the issued and paid-up capital of the Company with a total cost of up to Rp120,000,000,000 (One Hundred Twenty Billion Rupiah).
- Approve and grant authority and power to the Board of Directors of the Company, both jointly and individually, to take all necessary actions in carrying out the resolutions of this Meeting, including determining the terms of implementing the repurchase of the Company’s shares by taking into account the provisions and laws and regulations apply, appear before and / or appear before the authorized official and / or notary public to sign the deed (s) required, to convey information, to make and sign all the necessary documents, and to take all necessary actions , without any exception.
Meeting Agenda III:
| Approved | Abstain | Not Approved |
| 2,399,535,240 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. | 202,968 votes or approximately 0.0085% of all shares with voting rights present at the Meeting. |
Resolutions of the Meeting Agenda III:
- Approved to allocate a maximum of three million (3,000,000) shares to be distributed to the Company’s employees in 2020 as the implementation of the Company’s Long Term Incentive (LTIP) Program.
- Approve the granting of power and authority to the Board of Directors of the Company to take and / or take all actions and all the management needed and / or required to realize the implementation of the Long Term Incentive Program (LTIP), in accordance with laws and regulations. applicable.
Jakarta, 18 June 2020.
PT SARATOGA INVESTAMA SEDAYA Tbk.
Board of Directors.