ANNOUNCEMENT SUMMARY OF MINUTES OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
19 June 2024
Hereby we announced that the company held Annual General Meeting of Shareholders and Extraordinary General Meeting of Shareholders (“Meeting”) on Wednesday, June 19, 2024 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:
A.ANNUAL GENERAL MEETING OF SHAREHOLDERS
Annual General Meeting of Shareholders
Date : Wednesday, June 19, 2024
Place : Gedung SOUTH78,
Jalan Boulevard Gading Serpong Blok O No 7 & 8, Medang, Pagedangan, Tangerang 15334.
Time : 09.25 – 10.01 WIB
Agenda of Meeting:
- Approval and ratification the Company Annual Report for the fiscal year 2023 and the Company Financial Statements of year 2023 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 2023;
- Determination on the appropriation of the Company net profit for financial year 2023;
- Appointment of the public accountant firm to conduct an audit of the Company Financial Statements for the Financial Year 2024 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;
- Changes in the composition of the Board of 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. Doctor PULUNG PERANGINANGIN;
Vice President Director : Mr. WILLIAM SIMIADI;
Director : Mrs. CHRIESTINA IMAYATI HAMIDJAJA PUTRI;
Director : Mrs. ILDA IMELDA TATANG;
Director : Mrs. YENNY ANDIKA.
Member of the Board of Commissioners who attended the Meeting:
President Commissioner : Mr. DEDY ROCHIMAT;
Independent Commissioner : Mr. BAMBANG PERMANTORO;
Independent Commissioner : Mr. Doctor. Engineer MOHAMMAD HAMSAL;
Commissioners : Mr. AGUSTINUS PURNA IRAWAN;
The Chairman of Meeting
-The Annual General Meeting of Shareholders led by Mister DEDY ROCHIMAT, as the President Commissioner of the Company’s
Attendance of Shareholders
-The Annual General Meeting of Shareholders was attended by shareholders and representative representing 1.421.271.500 shares or 88,83% 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 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
-The First Agenda to the Fifth Agenda
- Number of blank/abstained votes : 213.406.000 votes.
- Number of dissenting votes : - votes.
- Number of voted in favor : 1.207.865.500 votes.
- So the total number of voted agree : 1.421.271.500 votes, or 100% or more than 1/2 of the total number of votes legally cast in the Meeting.
The Resolution of The Meeting
Decision of the First Agenda:
Approval and ratification the Company’s Annual Report for the fiscal year 2023,including Report on the Company’s Activities, The Board of Commissioners Supervisory Report, and the Company Financial Statements of year 2023 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.
Decision of the Second Agenda:
a. Approved the use of the Company's net profit for the 2023 financial year as follows:
i. amounting to IDR 8,000,000,000.00 (eight billion rupiah) or 58.66% of the net profit attributable to the owners of the Company's parent entity for the 2023 financial year, distributed as cash dividends to the Company's shareholders so that each share will receive a cash dividend IDR 5.00 (five rupiah), taking into account the applicable tax regulations;
ii. the remainder is recorded as retained earnings, to increase the Company's working capital;
b. Grant power and authority to the Company's Directors to carry out any and all necessary actions in connection with the above decision, in accordance with applicable laws and regulations, including but not limited to:
i. Deduct a portion of the cash dividends that shareholders will receive for payment of income tax that will be imposed on cash dividends which are the shareholder's obligations, at rates in accordance with applicable tax provisions.
ii. Determine and/or change the schedule and procedures for paying cash dividends.
Decision of the 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 2024 financial year, with the following criteria:
a. Registered with the Financial Services Authority;
b. Has no conflict of interest with the Company;
c. 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.
Decision of the Forth Agenda:
a.To determine salaries, honorarium and/or other benefits for members of the Company’s Board of Commissioners for the 2024 book at the maximum amount Rp.7 028.000.000,-(seven billion twenty eight million Rupiah), and confer the authority to the President Commissioners to set allocation.
b.To grant authority to the President Commissioner of the Company to determine salaries and/or benefits for the Directors of the Company.
Decision of the Fifth Agenda:
a.Accepting the resignation of Mr. Tommy Diary Tan as Director of the Company, with thanks for his services and performance in the Company;
b.To determine the composition of the members of the Company's Board of Directors starting from the closing of this Meeting until the closing of the Company's Annual General Meeting of Shareholders in 2026, as follows:
Directors:
President Director : Mr. Doctor PULUNG PERANGINANGIN;
Vice President Director : Mr. WILLIAM SIMIADI;
Director : Mrs. CHRIESTINA IMAYATI HAMIDJAJA PUTRI;
Director : Mrs. ILDA IMELDA TATANG;
Director : Mrs. YENNY ANDIKA.
c.Grant authority and power to the Company's Directors, with the right of substitution, to express/state the decision regarding the composition of the Board of Directors in a deed made before a Notary, and to subsequently notify the authorized party, as well as carry out all and every necessary action in connection with said decision in accordance with applicable laws and regulations;
B.EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Extra ordinary General Meeting of Shareholders
Date : Wednesday, June 19, 2024
Place : Gedung SOUTH78,
Jalan Boulevard Gading Serpong Blok O No 7 & 8, Medang, Pagedangan, Tangerang 15334.
Time : 10.12 – 10.22 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;
(hereinafter referred to as the Meeting).
Attendance Board of Directors and Board of Commissioners of the Company
Member of the Board of Directors who attend the Meeting:
President Director : Mr. Doctor PULUNG PERANGINANGIN;
Vice President Director : Mr. WILLIAM SIMIADI;
Director : Mrs. CHRIESTINA IMAYATI HAMIDJAJA PUTRI;
Director : Mrs. ILDA IMELDA TATANG;
Director : Mrs. YENNY ANDIKA.
Member of the Board of Commissioners who attended the Meeting:
President Commissioner : Mr. DEDY ROCHIMAT;
Independent Commissioner: Mr. BAMBANG PERMANTORO;
Independent Commissioner: Mr. Doctor. Engineer MOHAMMAD HAMSAL;
Commissioners : Mr. AGUSTINUS PURNA IRAWAN;
The Chairman of Meeting
-The Extraordinary General Meeting of Shareholders lead by Mister DEDY ROCHIMAT, as the President Commissioner of the Company’s
Attendance of Shareholders
-The Extraordinary General Meeting of Shareholders was attended by shareholders and representative representing 1.421.260.000 shares or 88,83% 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 :
- Number of blank/abstained votes : 213.394.500 votes.
- Number of dissenting votes : - votes.
- Number of voted in favor : 1.207.865.500 votes.
- So the total number of voted agree : 1.421.260.000 votes, or 100%, or more than 3/4 of the total number of votes legally cast in the Meeting.
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.
The Company's Board of Directors also hereby announces the Schedule and Procedures for Distribution of Cash Dividends as follows:
- Shareholders who are entitled to cash dividends are Shareholders whose names are recorded in the Company's Register of Shareholders on July 01, 2024 at 16.00 WIB, taking into account the following provisions regarding trading on the Indonesian Stock Exchange:
-Cum Cash Dividends in Regular and Negotiated Markets : June 27, 2024
-Ex Cash Dividend in Regular and Negotiated Markets : June 28, 2024
-Cum Cash Dividends on the Cash Market : July 01, 2024
-Ex Cash Dividend on Cash Market : July 02, 2024
-Recording Date Eligible for Cash Dividends : July 01, 2024
-Cash Dividend Distribution : July 19, 2024 - For shares in the Collective Custody of the Indonesian Central Securities Depository (KSEI), payment and distribution of Cash Dividends to shareholders is carried out by KSEI through a securities account at KSEI.
- Shareholders whose names are not deposited with KSEI or shareholders with documents, cash dividend payments will be made via bank transfer to the account of the shareholder concerned. For this reason, shareholders are asked to notify their bank accounts to the Company's Securities Administration Bureau, namely PT. Adimitra Jasa Korpora, located at Kirana Boutique Office, Jl. Kirana Avenue III Blok F3 No 5 Kelapa Gading – North Jakarta, Telephone (62-21) 297 45222, Fax (62-21) 292 89961 no later than July 1 2024.
- Taxes on Cash Dividends that will be distributed will be subject to tax in accordance with the provisions of the applicable tax laws or regulations in Indonesia.
Tangerang, June 19, 2024
PT Gema Grahasarana Tbk.
Board Of Directors
