Result of AGMS 2019
PT VOKSEL ELECTRIC TBK
BASED IN SOUTH JAKARTA
ANNOUNCEMENT OF SUMMARY OF MINUTES OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
The Board of Directors of the Company hereby informs the Shareholders that the Company's Annual General Meeting of Shareholders (“Meeting”) will be held on Friday, 21 June 2019 at Leatris Room Hotel Mulia, Jl. Asia Afrika, RT.1 / RW.3, Gelora, Tanah Abang, Central Jakarta City, Special Capital Region of Jakarta 10270, opens at 09.15 WIB and closes at 10.00 WIB.
The meeting was attended by:
Members of the Board of Commissioners of the Company who attended the Meeting were:
President / Independent
Commissioner : Mr KUMHAL DJAMIL
Commissioner : Mrs. LINDA LIUS
Commissioner : Mr. HARDI SASMITA
Commissioner : Mr TAN HUILIANG
Independent Commissioner : Mr TJAHYADI LUKIMAN
Independent Commissioner : MULIANY ANWAR
The members of the Board of Directors of the Company who attended the Meeting were:
President Director : Mr. DAVID LIUS
Director : Mr FERRY SUARLY
Director : Mr ZHOU CHENGCAI
Director : Mr WU YONGCHENG
Independent Director : Mr YOGIAWAN
Independent Director : Mr ARIPIN
Summary of Minutes of Meeting in accordance with the provisions of paragraph (1) article 32 of the Financial Services Authority Regulation No. 32 / POJK.04 / 2014 ("POJK 32") as follows:
1. Attendance Quorum of Shareholders
The meeting was attended by shareholders or legal shareholder proxies totaling 3,817,776,230 shares or representing 91.87% of the total shares with valid voting rights that have been issued by the Company up to the date of the Meeting, namely 4,155,602,595 shares.
Quorum provisions for Meetings as stipulated in the Company's Articles of Association, Law No. 40 of 2007 concerning Limited Liability Companies ("UUPT") and regulations in the Capital Market have been fulfilled.
2. Providing the opportunity to ask questions and / or provide opinions related to the agenda of the Meeting
At the end of each discussion on the agenda of the Meeting, the Chairman of the Meeting gives the opportunity for the shareholders or their representatives who are present at the Meeting (“Shareholders”) to ask questions and / or provide opinions or suggestions as related to the Agenda being discussed.
3. Meeting Decision Making Mechanism
The decision is taken by deliberation to reach a consensus, but if the Shareholder or Shareholder's Attorneys does not approve or casts an abstention vote, the decision is made by voting by submitting a Voting Card.
4. Independent Party Counting Votes
The company has been appointed an independent party, namely Notary Ir. Nanette Cahyanie Handari Adi Warsito, S.H. in calculating and validating votes.
5. Meeting Resolutions:
The Agenda for the Meeting are as follows:
· Annual Report of the Board of Directors regarding the running of the Company and the financial administration of the Company for the financial year ended 31 December 2018;
· Ratification of the Company's Balance Sheet and Profit and Loss Calculation for the financial year ended 31 December 2018;
· Changes in the composition of the Company's Management members;
· Determination of honorarium and salary for members of the Board of Commissioners and Directors of the Company;
· Approval of the determination of the use of the Company's net profit for the 2018 financial year;
· Appointment of an Independent Public Accountant to audit the Company's books for the 2019 financial year;
And the resolutions at the Company's Annual General Meeting of Shareholders are as follows:
First and Second Meeting Agenda
Since no one voted against or voted against, the Meeting on the basis of deliberation to reach a consensus as decided:
- Approve and accept both the Annual Report of the Board of Directors regarding the running of the Company and the financial administration of the Company as well as the supervisory duties of the Board of Commissioners for the financial year ended 31 December 2018 which has been audited by the Public Accountant Firm GANI SIGIRO & HANDAYANI as evidenced by the auditor's report dated 25 March 2019 Number 00070 / 2.0959 / AU.1 / 04 / 0806-1 / 1 / III / 2019 with an unqualified opinion.
- With the receipt of the Company's Financial Statements and the legalization of the Company's Balance Sheet and Profit and Loss Calculation including the Supervisory Report of the Board of Commissioners for the financial year ended 31 December 2018, the Meeting has therefore granted full release and settlement (acquit et de charge) to the Board of Directors and The Board of Commissioners of the Company for their management and supervisory actions during the 2018 financial year, to the extent that these management and supervisory actions are reflected in the Company's balance sheet and profit and loss account.
Third Meeting Agenda
Since no one voted against or abstain voted against, the Meeting on the basis of deliberation to reach a consensus as decided:
- Approved the resignation of Mr. Yamada Shoichi from his position as a member of the Board of Directors of the Company, as of the closing of this Meeting with a deep gratitude to him for the contribution he has made to the Company so far.
- Approved the appointment of Mr. Masaki Matsui as a member of the Company's Board of Commissioners and Mr. Aripin as a member of the Company's Board of Directors.
With the provisions of which appointment is for the remaining term of office of the Board of Commissioners and Directors his replaces or the term of office of the other Board of Commissioners and Directors of the Company.
Here in, the composition of the members of the Board of Commissioners and Board of Directors of the Company is effective as of the closing of this Meeting until the closing of the Annual General Meeting of Shareholders in 2019, is as follows:
BOARD OF COMMISSIONERS
President / Independent
Commissioner : Mr. Kumhal Djamil
Commissioner : Mrs. Linda Lius
Commissioner : Mr. Hardi Sasmita
Commissioner : Mr. Tan Huiliang
Commissioner : Mr. Masaki Matsui
Independent Commissioner : Mr. Tjahyadi Lukiman
Independent Commissioner : Mrs. Muliany Anwar
President Director : Mr. David Lius
Director : Mrs. Linda Lius
Director : Mr. Ferry Suarly
Director : Mr. Zhou Chengcai
Director : Mr. Wu Yongcheng
Independent Director : Mr. Yogiawan
Independent Director : Mr. Aripin
- Has Give the authority and power with substitution rights to the Company's Board of Directors either individually or collectively to take all necessary actions in connection with the aforementioned decisions, including but not limited to declaring the appointment of members of the Board of Commissioners and Directors of the Company with the composition as referred to in this Meeting Decision in a separate Notary Deed and notifying and registering the results of the resolutions of this Meeting to the Ministry of Law and Human Rights of the Republic of Indonesia and other relevant agencies related as well as taking all actions deemed necessary and useful in accordance with the prevailing laws and regulations. apply to implement the resolutions of this Meeting appropriately.
Fourth Meeting Agenda
Since no one voted against or voted against, the Meeting on the basis of deliberation to reach a consensus decided:
· Approved the maximum amount of honorarium for members of the Company's Board of Commissioners for the 2019 financial year of IDR 5,019,000,000;
· Approved to delegate authority to the Board of Commissioners Meeting to determine the amount of salary and allowances for members of the Company's Board of Directors for the 2019 financial year.
Fifth Meeting Agenda
Since no one voted against or voted on abstention voted, the Meeting on the basis of deliberation to reach a consensus has decided to Agree:
Using the profit for the 2018 Fiscal Year of Rp. 105,468,744,587, - as follows:
- For reserve funds as referred to in Article 70 paragraph 1 of Law No. 40 of 2007 concerning Limited Liability Companies The Company provides approximately 0.95% of net profit or in the amount of Rp.1,000,000,000, -
- An amount of Rp. 20,778,012,975, - paid as cash dividends to be distributed to 4,115,602,595 shares that have been issued by the Company or in the amount of Rp. 5.- per share.
- The remaining net profit for 2018 is IDR 84,690,731,612, - will be recorded as the remaining profit of the Company which will be used to strengthen the Company's capital.
Furthermore, in accordance with the decision of the Fourth Meeting Agenda as mentioned above, the Meeting has decided to approve the implementation of cash dividends totaling Rp. 20,778,012,975, - paid as cash dividends to be distributed to 4,115,602,595 shares that have been issued by the Company or in the amount of Rp. 5.- per share, distributed to eligible shareholders, with the following schedule and procedure:
CASH DIVIDEND DISTRIBUTION SCHEDULE
21 June 2019
Implementation of the Company's GMS
25 June 2019
Report the results of the GMS and the schedule for the distribution of cash dividends
25 June 2019
Announcement in the newspaper, Summary of Minutes of the GMS and Schedule of Dividend Distribution
1 July 2019
Cum cash dividend in regular market and negotiation market
2 July 2019
Ex cash dividends in the regular market and negotiation market
3 July 2019
Recording Date entitled to cash dividends
3 July 2019
Cum cash dividends on the cash market
4 July 2019
Ex cash dividend on cash market
23 July 2019
Payment of cash dividends
PROCEDURES FOR THE DISTRIBUTION OF CASH DIVIDENDS
- Cash dividends will be distributed to shareholders whose names are recorded in the Company's Shareholders Register (DPS ") or a recording date on July 3, 2019 and / or owners of company shares in the securities sub account at PT Kustodian Sentral Efek Indonesia (KSEI) at closing. trading date July 03 2019.
- For Shareholders whose shares are placed in the collective custody of KSEI, cash dividend payment will be made through KSEI and will be distributed to the accounts of the Securities company and / or Custodian Bank on 23 July 2019. Proof of cash dividend payment will be delivered by KSEI to Shareholders through Securities Companies and / or Custodian Banks where the Shareholders open their accounts.
- As for Shareholders whose shares are not included in the collective custody of KSEI, cash dividend payments will be transferred to the Shareholders' account, and requested to notify in writing of the Bank's account number to the Company's Securities Administration Bureau, PT EDI Indonesia, starting July 3, 2019 having the address at Wisma SMR Lt. 10 Jl. Yos Sudarso Kav. 89 Jakarta 14360. Phone +62 21 6515130 and Fax +62 21 6515131.
- The cash dividend will be taxed in accordance with the applicable tax laws and regulations. The amount of tax imposed will be borne by the Shareholders concerned and deducted from the amount of cash dividends that are the right of the Shareholders concerned.
- Shareholders who are Domestic Taxpayers in the form of legal entities who have not submitted their Taxpayer Identification Number (“NPWP”) are requested to submit their NPWP to KSEI or the Securities Administration Bureau / Registrar of PT EDI Indonesia (“BAE”) with the address Wisma SMR Lt. 10 Jl. Yos Sudarso Kav. 89 Jakarta 14360 no later than 03 July 2019 at 16.00 WIB. Without the inclusion of the NPWP, cash dividends paid to the Domestic Taxpayer will be subject to a 30% income tax rate.
- Shareholders who are foreign taxpayers whose tax withholding will use the tariff based on the Double Taxation Avoidance Agreement ("P3B") must meet the requirements of Article 26 of Income Tax Law No. 36 Year 2008 concerning the fourth amendment to Law No. 7 of 1983 regarding Income Tax and submitting the DGT-1 or DGT-2 form which has been legalized by the Tax Service Office for Listed Companies to KSEI or BAE no later than 26 June 2019, without the said document, cash dividends paid will be subject to Income Tax. article 26 by 20%.
Sixth Meeting Agenda
Since no one voted against or voted on abstention voted, therefore the Meeting on the basis of deliberation to reach a consensus decided to Agree:
Delegates the authority to the Board of Commissioners of the Company to select and appoint a Registered Public Accountant to audit the bookkeeping of the Company for the 2019 financial year and authorizes the Board of Directors of the Company to determine the honorarium and other requirements for such appointment with the following criteria set by the Company:
- Has a business license from the Minister of Finance and is led by a Public Accountant registered with the Financial Services Authority (OJK);
- Have and completed with quality control guidelines which are standards applicable to the Public Accounting Firm concerned, at least in accordance with the professional standards set by the Professional Association of Public Accountants, as long as they do not conflict with laws and regulations in the financial services sector;
- Have and implement a quality control system to ensure that the Public Accountant Firm, Public Accountant or its employees can maintain an independent attitude;
- Able to maintain the confidentiality of data and information obtained in the provision of services to Institutions supervised by OJK;
- Have at least 1 (one) Public Accountant Partner who is registered with the Financial Services Authority, namely the head of the Public Accountant Firm's partner
This the Minutes of Meeting were a concerning to comply with the provisions of Article 34 of OJK Regulation No. 32 / POJK.04 / 2014 concerning Plans and Implementation of General Meeting of Shareholders of Public Companies (“POJK 32/2014”) as amendded by OJK Regulation No.10 / POJK.04 / 2017 concerning Amendments to POJK 32/2014 and at the same time to comply with the provisions of OJK Regulation No. 31 / POJK.04 / 2015 concerning Disclosure of Information or Material Facts by Issuers or Public Companies in connection with the replacement of Members of the Board of Directors and / or Members of the Board of Commissioners.
Jakarta, 25 June 2020
Board of Directors
PT Voksel Electric Tbk