Result of AGMS 2021
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”) will be held on Friday, 18 June 2021 at PT Voksel Electric Tbks Menara Karya Tower Level 3 Suite D HR Rasuna Said Street X-5 Kav 1-2 Kuningan South Jakarta, opens at 14.17 WIB and closes at 14.50 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 |
| Commissioner | : Mr. Tan Huiliang |
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. Shen Shao Junhua |
| Director | : Mr. Ferry Suarly |
| Director | : Mr. Yogiawan |
| Director | : Mr. Aripin |
| Director | : Mr. Rizal Nangoy |
Summary of Minutes of Meeting in accordance with the provisions of paragraph (1) article 39 of the Financial Services Authority Regulation No. 32 / POJK.04 / 2014 ("POJK 32") as follows:
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Attendance Quorum of Shareholders
The meeting was attended by shareholders or shareholder attorneys is valid totaling 3,652,040,051 shares or representing 87.88% 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 Decission :
The Agenda for the Meeting are as follows:- Approval of Annual Report and Financial Report of financial year ended December 31, 2020, including Report on the Realization of the Use of Proceeds from the Public Offering of Bonds I of PT Voksel Electric Tbk 2019;/li>
- Approval of Company’s Net Profit of Financial Year 2020;
- 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 2021 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
The result of voting through the e-proxy system are as follows:
| Attendees | 3,652,040,051 shares |
| Against | 100 shares |
| Abstain | 0 shares |
| Agree | 3,652,039,951 shares |
Since no questions regarding the agenda, 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 2020 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, 2020, 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 2020 financial year, to the extent that such actions are reflected in the Company's Annual Report.
Second Meeting Agenda
The result of voting through the e-proxy system are as follows:
| Attendees | 3,652,040,051 shares |
| Against | 100 shares |
| Abstain | 0 shares |
| Agree | 3,652,039,951 shares |
Since no questions regarding the agenda, it can be concluded that the proposals for the First Meeting Agenda were approved by majority vote as follows:
Using the 2020 financial year profit as follows:
- For reserve funds as referred to in Article 70 paragraph 1 of Law No. 40 of 2007 concerning Limited Companies The Company provides approximately 35.92% of net profit or in the amount of Rp. 1,000,000,000. -
- The net profit in 2020 is Rp. 2,783,763,185. - which will be recorded as the remaining profit of the Company which will be used to strengthen the capital of the Company.
Third Meeting Agenda
The result of voting through the e-proxy system are as follows:
| Attendees | 3,652,040,051 shares |
| Against | 100 shares |
| Abstain | 0 shares |
| Agree | 3,652,039,951 shares |
Since no questions regarding the agenda, it can be concluded that the proposals for the First Meeting Agenda were approved by majority vote as follows:
- Dismissed Mr. Wu Yongcheng from his position as Deputy President Director of the Company and granted full release and discharge from all actions taken during his tenure as Deputy President 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 The Vice President 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. Hua Shun 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 | : Mr. David Lius |
| Director | : Mr. Shen Shao Junhua |
| Director | : Mr. Hua Shun |
| Director | : Mr. Ferry Suarly |
| Director | : Mr. Yogiawan |
| Director | : Mr. Aripin |
| Director | : Mr. Rizal Nangoy |
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.
Fourth Meeting Agenda
The result of voting through the e-proxy system are as follows:
| Attendees | 3,652,040,051 shares |
| Against | 100 shares |
| Abstain | 0 shares |
| Agree | 3,652,039,951 shares |
Since no questions regarding the agenda, it can be concluded that the proposals for the First 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 2021 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 2021 financial year
Fifth Meeting Agenda
The result of voting through the e-proxy system are as follows:
| Attendees | 3,652,040,051 shares |
| Against | 100 shares |
| Abstain | 0 shares |
| Agree | 3,652,039,951 shares |
Since no questions regarding the agenda, it can be concluded that the proposals for the First Meeting Agenda were approved by majority vote as follows:
Granting authority and power to the Company's Board of Commissioners to appoint a Public Accounting Firm to examine the Company's books for 2021 and granting authority and power to the Company's Board of Commissioners to determine the amount of honorarium for the Public Accounting Firm and other requirements. This is because it still takes time to monitor and assess performance and consider candidates for a Public Accounting Firm to be appointed based on input from the Company's Board of Directors, the Company's Audit Committee and consider other objectives deemed necessary in making decisions.
The minimum criteria for the appointment of a Public Accounting Firm to audit the Company's financial statements for the 2021 financial year at least include the following, namely a Public Accounting Firm registered with the Financial Services Authority (OJK), Public Accounting Firms must have experience in auditing financial institutions, in particular banks, and 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, 18 June 2021
Directors
PT Voksel Electric Tbk.