ANNOUNCEMENT OF SUMMARY OF MINUTES OF ANNUAL GENERAL MEETING OF SHAREHOLDERS AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
09 July 2021
Hereby we announced that the company held Annual General Meeting of Shareholders and Extraordinary General Meeting of Shareholders (“Meeting”) on Wednesday, July 07, 2021 at SOUTH78 Jalan Boulevard Gading Serpong Blok O No 7 & 8, Medang, Pagedangan, Tangerang 15334. The company held the meeting in compliance with The Financial Service Authority Regulation (POJK) No. 15/POJK.04/2020 concerning Plan and Convening of General Meeting of Shareholders, with the resolution are as follows:
- ANNUAL GENERAL MEETING OF SHAREHOLDERS
Annual General Meeting of Shareholders
Date : Wednesday, July 07, 2021
Place : Gedung SOUTH78,
Jalan Boulevard Gading Serpong Blok O No 7 & 8, Medang, Pagedangan, Tangerang 15334.
Time : 15.28 - 15.59 WIB
Agenda of Meeting:
- Approval and ratification the Company Annual Report for the fiscal year 2020 and the Company Financial Statements of year 2020 as well as to grant the release and discharge (acquit et de charge) to the Company Board of Commissioners and Directors from their responsibilities in respect of the supervisory and management actions that have been conducted for the fiscal year 2020;
- Determination on the appropriation of the Company net profit for financial year 2020;
- Appointment of the public accountant firm to conduct an audit of the Company Financial Statements for the Financial Year 2021 and to grand authority to the Company Board of Directors to determine their honorarium and requirements of the appointment ;
- Determination of the honorarium, salary and / or other benefits for members of the Company's Board of Commissioners and Directors
(hereinafter referred as meeting)
Attendance Board of Directors and Board of Commissioners of the Company
Member of the Board of Directors who attended the Meeting :
President Director : Mr DEDY ROCHIMAT;
Vice President Director : Mrs CHRIESTINA IMAYATI HAMIDJAJA PUTRI;
Director : Mrs SRI MARTINI;
Director : Mr TOMMY DIARY TAN;*
Director : Mr JOHANES;*
Member of the Board of Commissioners who attend the Meeting:
President Commissioners : Mr DR.PULUNG PERANGINANGIN;
Independent Commissioners : Mr BAMBANG PERMANTORO;*
Independent Commissioners : Mr MOHAMMAD HAMSAL;*
Commissioners : Mr AGUSTINUS PURNA IRAWAN;*
* attend Meetings online (on the network) through the eASY.KSEI application
The Chairman of Meeting
-The Annual General Meeting of Shareholders led by Mister DR. PULUNG PERANGINANGIN, as the President Commissioners of the Company’s
Attendance of Shareholders
-The Annual General Meeting of Shareholders was attended by shareholders and representative representing 1.201.210.200 shares or 75.08 % from 1,600,000,000 total shares issued by the Company.
The Submission of Question and / or Opinion
-The shareholders and representative have been given opportunities to raise question and/or opinion for each agenda, however there is no shareholders and representative raise question and/or opinion during the Meeting.
-The shareholders and representative have been given opportunities to raise question and/or opinion for each agenda,
-There is no shareholders and representative raise question and/or opinion during the Meeting.
The Mechanism of Adopting Resolution
Resolutions of the Meeting adopted based on amicable deliberation to reach a mutual consensus, however deliberation of consensus unattainable, the resolution shall be resolved by way of voting.
The Voting Result for each Agenda of the Meeting
From the first agenda to the forth agenda:
- Non of Shareholders and representative attended the Meeting gave abstain votes (blank votes)
- Number of disapproving votes : 100 votes.
- Number of votes in favor : 1,201,210,100 votes.
- So that the total votes in favor : 1,201,210,100 votes, or 99.99% or more than 1/2 part of the total number of votes legally cast in the Meeting.
The Resolution of The Meeting
Fisrt Agenda
Approval and ratification the Company’s Annual Report for the fiscal year 2020,including Report on the Company’s Activities, The Board of Commissioners Supervisory Report, and the Company Financial Statements of year 2020 as well as to grant the release and discharge (acquit et decharge) to the Company’s Board of Commissioners and Directors from their responsibilities in respect of the supervisory and management actions that have been conducted as long as the actions are reflected in the Annual Report.
Second Agenda
Approved the use of net profit attributable to owners of the Company's parent entity for the 2020 financial year of Rp. 1,260,751,968.00 (one billion two hundred sixty million seven hundred fifty-one thousand nine hundred sixty-eight Rupiah) is recorded as retained earnings, to increase the working capital of the Company.
Third Agenda
- To Grant authority and power to the Company's Board of Commissioners to appoint a Public Accountant who will audit the Company's Financial Statements for the 2021 financial year, with the following criteria:
- Registered with the Financial Services Authority;
- Has no conflict of interest with the Company;
- Not involved in a case with the Company, its subsidiaries, affiliates, parent companies, Directors or Commissioners of the Company;
-because the Company is considering and evaluating for the appointment of a further Public Accountant, as well as to determine the honorarium of the Public Accountant and the terms of appointment.
Forth Agenda
- To determine salaries, honorarium and/or other benefits for members of the Company’s Board of Commissioners for the 2021 book at the maximum amount Rp 2,538,000,000 (two billion five hundred thirty eight million Rupiah) and confer the authority to the President Commissioners to set allocation.
- To grant authority to the President Commissioner of the Company to determine salaries and/or benefits for the Directors of the Company.
- EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Extra ordinary General Meeting of Shareholders
Date : Wednesday, July 07, 2021
Place : Gedung SOUTH78,
Jalan Boulevard Gading Serpong Blok O No 7 & 8, Medang, Pagedangan, Tangerang 15334.
Time : 16.16 - 16.42 WIB
Agenda of Meeting:
- Approval to underwrite the large amount or the whole amount of the Company's assets for the benefit of the Company in order to obtain loan facilities from financial institutions, both banks and non-banks appointed by the Board of Directors of the Company and / or for the benefit of the Company's subsidiaries, namely PT. Vivere Multi Kreasi, PT. Laminatech Kreasi Sarana, PT. Prasetya Gemamulia, PT. Vinotindo Grahasarana and PT AIDA Rattan Industry to obtain loan facilities from financial institutions, both banks and non-banks appointed by the Company's Board of Directors;
- Approval of amendments and restatement of the Company's Articles of Association in order to adjust the applicable provisions, especially the Financial Services Authority Regulation: (i) Number 15 / POJK.04 / 2020 concerning Plans and Implementation of General Meeting of Shareholders of Public Companies; (ii) Number 16 / POJK.04 / 2020 concerning the Implementation of Electronic General Meeting of Shareholders of Public Companies; (iii) Number 32 / POJK.04 / 2015 concerning Increase in Capital for Public Companies by Providing Pre-emptive Rights as amended by Number 14 / POJK.04 / 2019 concerning Amendments to the Regulation of the Financial Services Authority Number 32 / POJK / 04/2015 concerning Increase the Capital of a Public Company by Providing Pre-emptive Rights
- Change of domicile, address of the Company's head office
(hereinafter referred as meeting)
Attendance Board of Directors and Board of Commissioners of the Company
Member of the Board of Directors who attended the Meeting :
President Director : Mr DEDY ROCHIMAT;
Vice President Director : Mrs CHRIESTINA IMAYATI HAMIDJAJA PUTRI;
Director : Mrs SRI MARTINI;
Director : Mr TOMMY DIARY TAN;*
Director : Mr JOHANES;*
Member of the Board of Commissioners who attend the Meeting:
President Commissioners : Mr PULUNG PERANGINANGIN;
Independent Commissioners : Mr BAMBANG PERMANTORO;*
Independent Commissioners : Mr MOHAMMAD HAMSAL;*
Commissioners : Mr AGUSTINUS PURNA IRAWAN;*
* attend Meetings online (on the network) through the eASY.KSEI application
The Chairman of Meeting
-The Extraordinary General Meeting of Shareholders lead by Mister DR. PULUNG PERANGINANGIN, as the President Commissioners of the Company’s
Attendance of Shareholders
-The Extraordinary General Meeting of Shareholders was attended by shareholders and representative representing 1,201,210,200 shares or 75.08% from 1,600,000,000 total shares issued by the Company.
The Submission of Question and / or Opinion
-The shareholders and representative have been given opportunities to raise question and/or opinion for each agenda, none of the shareholders and representative raise question and/or opinion.
-The shareholders and representative have been given opportunities to raise question and/or opinion for each agenda,
-There is no shareholders and representative raise question and/or opinion during the Meeting.
The Mechanism of Adopting Resolution
-Resolutions of the Meeting adopted based on amicable deliberation to reach a mutual consensus, however deliberation of consensus unattainable, the resolution shall be resolved by way of voting.
The Voting Result :
- First agenda:
- Non of Shareholders and representative attended the Meeting gave abstain votes (blank votes)
- Number of disapproving votes : 100 votes.
- Number of votes in favor : 1,201,210,100 votes.
- So that the total votes in favor : 1,201,210,100 votes, or 99.99% or more than 3/4 part of the total number of votes legally cast in the Meeting agreed votes
- Second and Third Agenda
- Non of Shareholders and representative attended the Meeting gave abstain votes (blank votes)
- Number of disapproving votes : 100 votes.
- Number of votes in favor : 1,201,210,100 votes.
- So that the total votes in favor : 1,201,210,100 votes, or 99.99% or more than 2/3 part of the total number of votes legally cast in the Meeting agreed votes
The Resolution of The Meeting
First Agenda decision:
- To approval to underwrite a large amount or whole amount of the Company’s assets for the benefit of the Company in order to obtain loan facilities from financial institutions both banks and non-bank appointed by the Directors of the Company and /or the benefit of the Company’s subsidiaries, namely PT. Vivere Multi Kreasi, PT. Laminatech Kreasi Sarana, PT. Prasetya Gemamulia, PT. Vinotindo Grahasarana and PT Aida Rattan Industry to obtain loan facilities from financial institutions both banks and non-banks appointed by the Board of Directors of the Company.
Second agenda decision:
- Approved the amendment and restatement of the Company's Articles of Association in order to comply with applicable regulations, especially POJK (i) Number 15/POJK.04/2020; (ii) Number 16/POJK.04/2020; (iii) Number 32/POJK.04/2015 as amended by Number 14/POJK.04/2019, as explained in the Meeting;
- Approved to give authority and power to the Board of Directors of the Company, either individually or jointly with the right of substitution to take any and every necessary action in connection with the decision, including but not limited to stating/putting the decision in the deeds made before a Notary, to amend and/or rearrange all provisions of the Company's Articles of Association in accordance with the decision (including confirming the composition of shareholders in the deed if necessary) as required by and in accordance with the provisions of the applicable laws and regulations, which in turn submits an application for approval and/or deliver notification of the resolutions of this Meeting and/or amendments to the Articles of Association of the Company in the resolutions of this Meeting to the competent authorities, and take all and every necessary action in accordance with the prevailing laws and regulations.
Third agenda decision:
- Approved and changed the domicile of the Company, to be domiciled in Tangerang Regency.
- Approved and amended the provisions of Article 1 paragraph 1 of the Company's Articles of Association, to be written and read as follows:
- This Limited Liability Company is named PT GEMA GRAHASARANA Tbk (hereinafter referred to as the "Company"), domiciled and having its head office in Tangerang Regency.
- Approved and changed the address of the Company's head office, to:
SOUTH78, Jalan Boulevard Gading Sepong Blok O number 7 & 8, Rukun Tetangga 003, Rukun Warga 003, Medang Village, Pagedangan District, Tangerang Regency, Banten Province, postal code 15334.
- Give authority and power to the Board of Directors of the Company, with the right of substitution, to take any and every necessary action in connection with the decision, including but not limited to stating/putting the decision in deeds made before a Notary, to amend and/or adjust and / or rearrange the provisions of Article 1 paragraph 1 of the Company's Articles of Association or Article 1 of the Company's Articles of Association as a whole in accordance with the resolutions of this Meeting, as required by and in accordance with the provisions of the applicable laws and regulations, which is then to apply for approval and/or submit notification of the decision of this Meeting to the authorized agency, and take all and every necessary action, in accordance with the prevailing laws and regulations.
Jakarta, July 09, 2021
PT Gema Grahasarana Tbk.
Board Of Directors
