ANNOUNCEMENT OF SUMMARY OF MINUTES OF ANNUAL GENERAL MEETING OF SHAREHOLDERS AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS ALSO SCHEDULE AND PROCEDURE OF CASH DIVIDENT PAYMENTS
06 May 2019
Hereby we announced that the company heldAnnual General Meeting of Shareholders and Extraordinary General Meeting of Shareholders (“Meeting”)on Thursday, May 2, 2019 at Graha VIVERE,Jl Letjen S Parman No 6 Jakarta Barat 11480. The company held the meeting in compliance with The Financial Service Authority Regulation (POJK) No. 32/POJK.04/2014 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 : Thursday, May 2, 2019
Place : Graha VIVERE
Jl. Letjen S Parman No 6
Jakarta Barat 11480
Time : 14.24 – 14.58 WIB
Agenda of Meeting:
- Approval and ratification the Company’s Annual Report for the fiscal year 2018, including Report on the Company’s Activities, The Board of Commissioners Supervisory Report, and the Company Financial Statements of year 2018 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 for the fiscal year 2018.
- Determination on the appropriation of the Company’s net profit for financial year 2018.
- Appointment of the public accountant firm to conduct an audit of the Company’s Financial Statements for the Financial Year 2019 and to grand authority to the Company’s Board of Directors to determine their honorarium and requirements of the appointment.
- Determination salaries, honorarium and/or other benefits for members of the Company’s Board of Commissioners and Board of Directors for financial year 2018.
- Changes of the composition of the company's Boards 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
Independent Director : Mrs ILDA IMELDA TATANG;
Director : Mrs NOVITA;
Director : Mr TOMMY DIARY TAN;
Director : Mr HERMANTO WANGSA;
Director : Mr BINSAR HALOMOAN NAINGGOLAN;
Member of the Board of Commissioners who attend the Meeting:
President Commissioners : Mr PULUNG PERANGINANGIN;
Independent Commissioners : Mr BAMBANG PERMANTORO;
Commissioners : Mr AGUSTINUS PURNA IRAWAN
The Chairman of Meeting
-The Annual General Meeting of Shareholders led by Mister 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 1,257,050,500 shares or 78.57% 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 isno 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 fifth agenda:
- Non of Shareholders and representative attended the Meeting gave abstain votes (blank votes)
- Non of Shareholders and representative attended the Meeting gave disagreed votes
- All Shareholders and representative attended the Meeting gave agreed votes
- Resolution of the Meeting agreed by deliberation of consensus
The Resolution of The Meeting
- Approval and ratification the Company’s Annual Report for the fiscal year 2018,including Report on the Company’s Activities, The Board of Commissioners Supervisory Report, and the Company Financial Statements of year 2018 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.
- a. To approve the use of the Company’s net income of 2018 financial year as follows:
- In the amount of Rp 8,000,000,000 or 37% the Company’s net income in 2018 will be distributed as cash dividends to the Company’s shareholders so that each share will receive a cash dividend of Rp.5,- with due regard to the applicable tax regulation.
- The remaining balance will be recorded as retained earnings, which will be used to add working capital of the Company
- With regard to the aforementioned cash dividend distribution, it is proposed to grand authority to the Board of Director of the Company to take each and all measure necessary in conducting the cash dividend distribution to each shareholder including but not limited to:
- Deducting the cash dividends to be received by shareholders with withholding tax that should be borne by shareholders at a tariff pursuant to the applicable tax regulations;
- Determining and/or changing the schedule and procedure for the payment of the cash dividends;
- To grand authority and power to the Company’s Board of Commisioners to appoint Public Accountants assigned to audit the Company’s 2019 financial statements with criteria:
- Listed at Otoritas Jasa Keuangan.
- Has no conflict of interest with the Company.
- Did not involve in lawsuit with the Company,subsidiaries, Affiliated Company, Holding Company , Directors and Commissioners of the company.
- Because the company is considering and evaluate for further appointment of public accountant, as also to determine salaries and the requirement of assignment
4.a. To determine salaries, honorarium and/or other benefits for members of the Company’s Board of Commissioners for the 2018 book at the maximum amount Rp1,570,000,000 (one billion five hundred seventy 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.
- a. i. Accepting the resignation of Mr BINSAR HALOMOAN NAINGGOLAN as Director of the Company, with thanks for the services and performance in the Company
- Accepting the resignation of Mrs NOVITA as Director of the Company, with thanks for the services and performance in the Company
iii. Appointed Mr. UNTORO ANGKAWIJAYA, as Director
-effective as of the closing of this Meeting, further stipulating the composition of the Company's Board of Directors and Board of Commissioners as of the closing of this Meeting until the closing of the Company's Annual General Meeting of Shareholders in 2020, as follows:
Directors:
- President Director :Mr DEDY ROCHIMAT;
- Vice President Director :Mrs CHRIESTINA IMAYATI HAMIDJAJA PUTRI;
- Director :Mrs ILDA IMELDA TATANG;
- Director :Mr TOMMY DIARY TAN;
- Director :Mr HERMANTO WANGSA;
- Director :Mr UNTORO ANGKAWIJAYA;
Commissioners:
- President Commissioner :Mr PULUNG PERANGINANGIN;
- Independent Commissioner :Mr BAMBANG PERMANTORO;
- Commissioner :Mr AGUSTINUS PURNA IRAWAN;
- To grant authority to the Board of Directors, with substitution right to pour the decision of arrangement of Board of Directors and Commissioners in notarial deed, henceforth declare to the authority, and do all and every action that required in accordance with the law.
- EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Extra ordinary General Meeting of Shareholders
Date : Thursday, May 2, 2019
Place : GrahaVivere
Jl. Letjen S Parman No 6
Jakarta Barat 11480
Time : 15.06 – 15.28 WIB
Agenda of Meeting:
- Approval to underwrite a 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-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.
- Amendment to Article 3 of the Company's Articles of Association concerning the Purpose and Objectives and Business Activities of the Company.
(hereinafter referred as meeting)
Attendance Board of Commissioners and Board of Directors 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;
Independent Director : Mrs ILDA IMELDA TATANG;
Director : Mr TOMMY DIARY TAN;
Director : Mr HERMANTO WANGSA;
Director : Mr UNTORO ANGKAWIJAYA;
Member of the Board of Commissioners who attend the Meeting:
President Commissioners : Mr PULUNG PERANGINANGIN;
Independent Commissioners : Mr BAMBANG PERMANTORO;
Commissioners : Mr AGUSTINUS PURNA IRAWAN;
The Chairman of Meeting
-The Extraordinary General Meeting of Shareholders lead by Mister 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 1,257,300,700 shares or 78.58% 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 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 :
From the first agenda to the second agenda:
- Non of Shareholders and representative attended the Meeting gave abstain votes (blank votes)
- Non of Shareholders and representative attended the Meeting gave disagreed votes
- All Shareholders and representative attended the Meeting gave agreed votes
- Resolution of the Meeting agreed by deliberation of consensus
The Resolution of The Meeting
- 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.
- a. Approve changes to Article 3 of the Company's Articles of Association concerning the Purpose and Objectives and Business Activities of the Company in accordance with the Indonesian Standard Business Classification in 2017 (two thousand and seventeen) along with changes or updates or other sounds as determined by the competent agency, as stated at the Meeting.
b.Giving authority and power to the Directors of the Company, with the right of substitution, to do all and every action needed in connection with the decision, including but not limited to declaring / deciding the decree in the deeds made before the Notary, to change, adjust and / or rearrange the provisions of Article 3 of the Company's Articles of Association in the future in accordance with the Indonesian Standard Business Classification in 2017 (two thousand and seventeen) along with changes or renewals (if any) and other sounds as determined by the competent authorities, as required by and in accordance with applicable statutory provisions, which subsequently submit applications for approval and / or deliver notification of the decisions 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 do all and every action needed, in accordance with applicable legislation.
Directors of the Company announced schedule and procedure of cash dividend payment is as follow:
- The cash dividends shall be paid to the shareholders whose names are registered in the Company Register of Shareholders on May 14,2019 at 16.00 WIB by taking into account of the trading regulations Indonesia Stock Exchange as follow:
- Cum Dividend in Regular and Negotiation Markets May 9, 2019
- Ex Dividend in Regular and Negotiation Markets May 10, 2019
- Cum Cash Dividend in Cash Markets May 14, 2019
- Ex Cash Dividend in Cash Markets May 15, 2019
- Recording Date May14, 2019
- Payment Date May 31, 2019
- For the shareholders whose shares are deposited with Indonesian Central Securities Depository (KSEI) the cash dividend shall be paid by KSEI through the respective Account Holder in KSEI
- For shareholders whose share are not deposit with the collective deposit in KSEI or for the script shareholders, the cash dividend will be transferred to the shareholders’ account. Therefore, the shareholders are requested to inform their bank accounts to the Company’s share Registrar, namely PT AdimitraJasaKorpora, domiciled in Kirana Boutique Office, Jl. Kirana Avenue III Blok F3 No 5 KelapaGading – Jakarta Utara, Phone (62-21) 297 45222, Fax (62-21) 292 89961 at the latest by May 14, 2019.
The tax on cash dividend will be regulated under the tax regulations applicable in Indonesia
Jakarta, May 06, 2019
PT GemaGrahasaranaTbk.
Board Of Directors
