The Resolutions of the AGMS 7 May 2014

ANNOUNCEMENT ON THE RESOLUTIONS OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF PT SARATOGA INVESTAMA SEDAYA, Tbk.

Hereby we announce to the Shareholders of PT Saratoga Investama Sedaya, Tbk. (the “Company”) that the Annual General Meeting of Shareholders of PT Saratoga Investama Sedaya, Tbk. (“AGMS”) has been conducted on Wednesday, 7 May 2014 at 10 AM at Adaro Institute (PT Adaro Energy,Tbk.), Tempo Scan Tower, 29th Floor, Jl. HR Rasuna Said Kav 3-4, Jakarta 12950.

The resolutions of the AGMS of the Company are as follows:

  1. First Agenda
    1. To approve the Annual Report delivered by the Board of Directors on the conditions and the performance of the Company within the Book Year of 2013, including report on the realization on the use of proceeds from the IPO of the Company and report on the implementation of supervisory duty of the Board of Commissioners for the Book Year of 2013.
    2. To ratify the Consolidated Financial Statement of the Company and Subsidiaries for the Year Ended on 31 December 2013, which has been audited by the Public Accountant Firm Siddharta&Widjaja (a member of KPMG global network) as stated in their report No. L.13-6363-14/III.27.002 dated 27 March 2014, with the opinion “Unqualified Opinion”.
  2. Second Agenda
    1. To determine that the Company’s profit of the year in 2013 attributable to the Owners of the Company is in the amount of IDR245,914,000,000 (two hundred forty five billion nine hundre fourteen million Indonesian Rupiah), which will be utilized as follows:
      1. in the amount of IDR20,000,000,000 is appropriated as reserved fund, in accordance with the provision of Article 70 of the Law No. 40 of 2007 regarding Limited Liability Company; and
      2. in the amount of IDR225,914,000,000 shall be posted as retained earnings.
    2. To determine that the Company will not distribute the cash dividend to the Shareholders upon the profit obtained by the Company for the book year ended on 31 December 2013.
  3. Third Agenda
    To approve the appointment of Public Accountant Firm Siddharta & Widjaja (a member of KPMG global network) to audit the Company’s financial statement for the financial year ended 31 December 2013, as well as to grant authority to the Board of Commissioners of the Company to determine the honorarium for such public accountant and to appoint its substitution if due to any reason such appointed Public Accountant is unable to fulfill its obligation
  4. Fourth Agenda
    To approve the total salary, service payment and other benefits for the member of the Board of Directors are in the amount of IDR8,595,488,750 and USD127,072, as well as MESOP’s option right in total of 3,832,000 option right; and total salary or honorarium and other benefits for the member of the Board of Commissioners are IDR6,472,759,000, effective as of 1 January 2014 whereby the calculation will be based on the composition of the Board of Directors and the Board of Commissioner for 2014.
  5. Fifth Agenda
    To approve the granting of authority to the Board of Commissioners to state the realization of increase of subscribed and paid-in capital of the Company for the purpose of MESOP program, for a one year period effective as per the closing of this Meeting.

This announcement is provided to comply with the provision of No. 4 Regulation No.IX.I.1 Attachment of the Decision of the Head of BAPEPAM No. Kep-60/PM/1996 dated January 17th January, 1996, regarding Proposed Plan and Implementation of the General Meeting of Shareholders.

Jakarta, 9 May 2014
PT Saratoga Investama Sedaya, Tbk.
Board of Directors

Invitation to the AGMS 7 May 2014

INVITATION OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

PT SARATOGA INVESTAMA SEDAYA, Tbk.

The Board of Directors of PT Saratoga Investama Sedaya Tbk (hereinafter referred to as the “Company”) hereby invite the Shareholders of the Company to attend the Annual General Meeting of Shareholders (hereinafter referred to as the “AGMS”) which will be held on:

Day/Date:Wednesday, 7 May 2014
Time:10AM – Finish
Venue:Adaro Institute (PT Adaro Energy,Tbk.)
Tempo Scan Tower 29th Floor
Jl. HR Rasuna Said Kav. 3-4
Jakarta 12950

With the agendas as follow:

  1. Approval on the Annual Report and Ratification of the Consolidated Financial Statement of the Company and Subsidiaries for the Period Ended on 31 December 2013
  2. Determination on the use of Net Profit of the Company for the book year of 2013.
  3. Approval on the appointment of registered Public Accountant to audit the financial statement of the Company for the book year ended on 31 December 2014
  4. Determination on the honorarium/salary and other allowances for the Board of Commissioners and the Board of Directors for the year of 2014.
  5. Delegation of authority to the Board of Commissioners to state the realization of change of subscribed and paid-up capital with respect to the implementation of Management and Employee Stock Options Program (MESOP).

Note:

  1. The Company does not send invitation separately to the shareholders of the Company and this invitation advertisement shall be deemed as a formal invitation to the shareholders of the Company.
  2. The shareholders entitled to present in the AGMS are the shareholders of the Company registered in the Register of Shareholders as per 21 April 2014 and/or the owner of the Company’s shares in the stock sub account in PT Kustodian Sentral Efek Indonesia at the closing of trading in the Indonesia Stock Exchange on  21 April 2014, at 4PM.
  3. The shareholder who is absent in the AGMS, can be represented by his/her attorney. Director, Commissioner and employee of the Company can act as the attorney of the shareholder in the AGMS, however the vote issued as an attorney will not be reckoned in the voting.
  4. The form of the Power of Attorney can be obtained during the office hours at:
Company’s Office
PT. Saratoga Investama Sedaya Tbk.
Menara Karya 15th Floor
Jl. HR Rasuna Said Blokc X-5, Kav. 1-2
Jakarta 12950
Phone: +62 21- 5794 4355
Fax: +62 21- 5794 4356
Attn.: Corporate Secretary
Share Registrar’s Office
PT. Datindo Entrycom
Puri Datindo – Wisma Sudirman
Jl. Jenderal Sudirman Kav. 3
Jakarta 10220
Phone: +62 21-5709009
Fax: +62 21-5709026
  1. All Power of Attorney documents should be filled completely and be received by the Company at the latest on 2 May 2014 up to 4.00 PM via Company’s Office and/or Share Registrar’s Office as described above.
    1. The shareholders or their attorneys who will attend the AGMS must submit the copy of citizen identity card or other form of identity evidence, both the grantor and the attorney prior entering the AGMS room.
    2. For the Shareholders in the form of legal entity, must provide copy of articles of association and its amendment including the latest composition of the board of directors and board of commissioners.
  2. To ease the setting and ensure order of the AGMS, the shareholders or their authorized attorneys are requested to appear at the venue of AGMS at the latest 30 (thirty) minutes prior the start of the meeting.

Jakarta, 22 April 2014

PT Saratoga Investama Sedaya, Tbk.
Board of Directors

Announcement to the AGMS 7 May 2014

ANNOUNCEMENT TO THE SHAREHOLDERS

It is announced to the shareholders of PT Saratoga Investama Sedaya, Tbk. (the “Company”), that the Company will hold an Annual General Meeting of Shareholders (“AGMS”) which will be held on Wednesday, 7 May 2014.

The venue and agenda of the AGMS will be informed through AGMS invitation which will be announced on 22 April 2014 on 2 (two) Indonesian nationwide newspapers.

The Shareholder who is entitled to attend and or represented in the AGMS is the shareholders whose names are registered in the Register of Shareholders of the Company as per 21 April 2014.

Any proposal of agenda from the shareholder can be included in the agenda of the AGMS if such proposal meets the requirement of Article 11 paragraph (7) of the Articles of Association, which is if:

  1. Such proposal has been submitted in written to the Board of Directors by one or more than shareholder which owns at least 10% (ten percent) of shares issued by the Company;
  2. Such proposal has been received at the latest 7 (seven) days prior the invitation of the relevant Meeting is published; and
  3. Based on the opinion of the Board of Directors, such proposal is deemed to be directly related with the business of the Company, subject to other provisions in the Articles of Association of the Company

Jakarta, 7 April 2014

PT Saratoga Investama Sedaya, Tbk.

Board of Directors