Result of AGMS 2022
PT VOKSEL ELECTRIC TBK
(“COMPANY”)
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”) which held on Friday, 17 June 2022 at PT Voksel Electric Tbk., Menara Karya Tower Level 3 Suite D HR Rasuna Said Street X-5 Kav 1-2 Kuningan South Jakarta, opened at 10.16 WIB and closed at 10.50 WIB.
The meeting was attended by:
Members of the Board of Commissioners of the Company who attended the Meeting were:
a. Offline:
| President / Independent Commissioner | : Mr Kumhal Djamil |
| Commissioner | : Mr. Hardi Sasmita |
b. Online:
| Commissioner | : Mrs. Linda Lius |
| Independent Commissioner | : Mr. Tjahyadi Lukiman |
| (also serves as Chairman of Nomination and Remuneration Committee) | |
| Independent Commissioner | : Mrs. Muliany Anwar |
| (also serves as Chairman of Audit Committee) | |
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. Aripin |
| Director | : Mr. Yogiawan |
| Director | : Mr. Rizal Nangoy |
| Director | : Mr. Hua Shun |
Summary of Minutes of Meeting in accordance with the provisions of paragraph (1) article 49 of the Financial Services Authority Regulation No. 15 / POJK.04 / 2020 ("POJK 15") as follows:
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Attendance Quorum of Shareholders
The meeting was attended by shareholders or shareholder attorneys is valid totaling 3,809,165,557 shares or representing 91.66% of the total shares with valid voting rights that have been issued by the Company up to the date of the Meeting, totaling 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.
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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.
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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 by e-Proxy.
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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.
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Meeting Decision :
The Agenda for the Meeting are as follows:- Approval of Annual Report and Financial Report of financial year ended December 31, 2021, including Report on the Realization of the Use of Proceeds from the Public Offering of Bonds I of PT Voksel Electric Tbk 2019;
- Approval of the change of member composition of Company’s Management;
- Determination of honorarium and salary for members of the Board of Commissioners and Directors of the Company;
- Appointment of an Independent Public Accountant to audit the books of the Company for the 2022 financial year and to authorize the Board of Directors of the Company to determine the honorarium for the Independent Public Accountant and other terms of appointment;
And the resolutions at the Company's Annual General Meeting of Shareholders are as follows:
First Meeting Agenda
| Attendees | 3.809.165.557 shares |
| Against | 0 shares |
| Abstain | 0 shares |
| Agree | 3.809.165.557 shares |
Thus, it can be concluded that the proposals for the First Meeting Agenda were approved by majority vote as follows:
Approved and accept both the Annual Report of the Board of Directors regarding the running of the Company and the Annual Financial Report of the Company as well as the supervisory duties of the Board of Commissioners for the financial year ended 31 December 2021 which has been audited by the Public Accountant Firm Gani Sigiro & Handayani (Grant Thornton Indonesia). With the approval of the Annual Report and the ratification of the Financial Statements for the financial year ending on December 31, 2021, the Meeting also provides full discharge and discharge (acquit et de charge) to the members of the Company's Board of Directors and members of the Company's Board of Commissioners for their respective management actions and supervision that has been carried out during the 2021 financial year, to the extent that such actions are reflected in the Company's Annual Report.
Second Meeting Agenda
| Attendees | 3.809.165.557 shares |
| Against | 0 shares |
| Abstain | 0 shares |
| Agree | 3.809.165.557 shares |
Thus, it can be concluded that the proposals for the second Meeting Agenda were approved by majority vote as follows:
- Dismissed Mr. Shen Shao Junhua from his position as Director of the Company and granted full release and discharge from all actions taken during his tenure as Director of the Company as long as all such actions are reflected in the Annual Report and Financial Statements of the Company and in accordance with the duties required as Director of the Company and We on behalf of the Company would like to thank him profusely for the contributions given to the Company so far.
- And appointed Mr. Zhou Chengcai as a new member of the Company's Board of Directors with a term of office following the term of office of other members of the Board of Directors.
As the results, 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 2025, 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 |
DIRECTORS
| President Director | : David Lius |
| Director | : Mr. Rizal Nangoy |
| Director | : Mr. Zhou Chengcai |
| Director | : Mr. Hua Shun |
| Director | : Mr. Ferry Suarly |
| Director | : Mr. Yogiawan |
| Director | : Mr. Aripin |
Give as the authority and Attorneys with substitution rights to the Company's Board of Directors either individually or collectively to take all necessary actions in connection with the above mentioned 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 as well as taking all actions as relevant to necessary and useful in accordance with the prevailing laws and regulations. Apply to implement the resolutions of this Meeting appropriately.
Third Meeting Agenda
| Attendees | 3.809.165.557 shares |
| Against | 0 shares |
| Abstain | 0 shares |
| Agree | 3.809.165.557 shares |
Thus, it can be concluded that the proposals for the Third Meeting Agenda were approved by majority vote as follows:
- Approved the maximum amount of honorarium for members of the Company's Board of Commissioners for the 2022 financial year of IDR 3,500,000,000, - (three billions and five hundred millions rupiah).
- Approved to delegate authority to the Board of Commissioners Meeting to determine the amount of salary and allowances for the members of the Board of Directors of the Company for the 2022 financial year.
Fourth Meeting Agenda
| Attendees | 3.809.165.557 shares |
| Against | 0 shares |
| Abstain | 0 shares |
| Agree | 3.809.165.557 shares |
Thus, it can be concluded that the proposals for the Fourth Meeting Agenda were approved by majority vote as follows:
Approved the appointment Gani Sigiro & Handayani (Grant Thorton) as Public Accounting Firm and reappointment of Alexander Adrianto Tjahyadi as Public Accountant to examine the Company's books for 2022 and granting authority and power to the Company's Board of Directors to determine the amount of honorarium for the Public Accounting Firm and Public Accountant for financial year 2022. And also granting authority and power to the Board of Commissioner to determine a replacement of Public Accounting Firm based on recommendation of Audit Committee, in case the appointed Public Accounting Firm fail to finished their job and granting the authority to Board of Directors to determine honorarium and other requirements regarding that appointment.
The minimum criteria for the appointment of a Public Accounting Firm to audit the Company's financial statements for the 2022 financial year at least include the following, namely a Public Accounting Firm registered with the Financial Services Authority (OJK), Public Accounting Firms must be professional in carrying out their duties as is generally accepted.
This the Minutes of Meeting were prepared to comply with the provisions of paragraph (1), paragraph (2) and paragraph (6) Article 51 of OJK Regulation No. 15/2020 and at the same time to completed accordance 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, 17 June 2022
Directors
PT Voksel Electric Tbk.