SUMMARY OF MINUTES OF

THE ANNUAL GENERAL MEETING OF SHAREHOLDERS AND THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

 

The Board of Directors of PT Sierad Produce Tbk (“Company”), hereby announces to the Shareholders that the Company has convened the Annual General Meeting of Shareholders and the Extraordinary General Meeting of Shareholders (“Meeting”) as per following summary:

Day/Date

:

Wednesday, 17 June 2020

Time

:

09.28 a.m – 10.35 a.m. ( Western Indonesian Time)

Venue

:

Sequis Tower Lantai 36, Jl. Jenderal Sudirman Kaveling 71, RT.5/RW.3, Kelurahan Senayan, Kecamatan Kebayoran Baru, Kota Jakarta Selatan, Daerah Khusus Ibukota Jakarta 12190

 

Agenda of Annual General Meeting of Shareholders

  1. Approval of Annual Report of the Company including the Board of Commissioners’ Supervisory Report as well as ratification of the Company’s Financial Statement for the financial year ended on 31 December 2020.
  2. Allocation of the Company’s net profit for financial year ended on 31 December 2019.
  3. Approval for the appointment of accounting firm to perform audit on the Company’s Financial Statement for financial year ended on 31 December 2020 as well as other Financial Statement as required by the Company.
  4. Approval on the changes of composition of the Board of Commissioners and/or the Board of Directors of the Company.
  5. Approval for the remuneration of the Board of Commissioners and the Board of Directors of the Company for year 2020.

 

Agenda of Extraordinary General Meeting of Shareholders

Approval on the changes of the Company’s Articles of Association

 

 

Meeting Chairman

The Meeting was chaired by Mr.Antonius Joenoes Supit as President Commissioner of the Company in accordance with the Articles of Association of the Company and the decision of the Board of Commissioners dated 26 May 2020.

 

Attendance of member of the Board of Directors and the Board of Commissioners

Members of the Board of Directors and the Board of Commissioners attending the Meeting through physical or Microsoft Teams are as follows:

Annual General Meeting of Shareholders

The Board of Directors

 

 

President Director

:

Mr.Tomy Wattemena Widjaja

Vice President Director (Independent)

:

Mr. Soh Ching Ker*

Director

:

Mr. Wayan Sumantra

Director

:

Ms. Sri Sumiyarsi

The Board of Commissioners

 

 

President Commissioner (Independent Commissioner)

:

Mr. Antonius Joenoes Supit

Commissioner

:

Ms. Sri Lestari Anwar

Commissioner

:

Mr. Setiawan Achmad*

*Attendance through Microsoft Teams

Extraordinary General Meeting of Shareholders

The Board of Directors

 

 

President Director

:

Mr.Tomy Wattemena Widjaja

Vice President Director (Independent)

:

Mr.Soh Ching Ker*

Director

:

Mr.Wayan Sumantra

Director

:

Ms. Sri Sumiyarsi

The Board of Commissioners

 

 

President Commissioner (Independent Commissioner)

:

Mr. Antonius Joenoes Supit

Commissioner

:

Ms. Sri Lestari Anwar

Commissioner

:

Mr. Setiawan Achmad*

Independent Commissioner

:

Mr.Theo Lekatompessy

*Attendance through Microsoft Teams

 

Attendance Quorum

  • The Annual General Meeting of Shareholder was attended by Shareholders or Authorized Proxy Holder representing 1.157.111.044 shares or equal to 86,409% from 1.339.102.579 shares with valid voting rights issued by the Company.
  • The Extraordinary General Meeting of Shareholder was attended by Shareholders or Authorized Proxy Holder representing 1.157.110.714 shares or equal to 86,409% from 1.339.102.579 shares with valid voting rights issued by the Company.

 

Opportunity to Raise Question

The Company provides an opportunity for Shareholders or Authorized Proxy Holder to submit questions and / or opinions related with the discussion of each Meeting Agenda. Until the end of the Meeting, there was 1 (one) question and /or response from the Shareholderand/or Authorized Proxy Holder for the Second Agenda of the Annual General Meeting of Shareholders.

 

Voting Mechanism

Voting for all Meeting Agenda was conducted by consensus, in the event where consensus was not reach, the decision was taken by voting.

 

Voting Result:

1. Annual General Meeting of Shareholders

 

From Agenda One to Agenda Five:

 

Abstain

:

128 votes

Againts

:

None

Approve

:

1.157.110.916 votes

Total Approve

:

1.157.111.044 votes or equal to 100 % from all votes legally casted in the Annual General Meeting of Shareholders.

 

Meeting Resolutions:

 

1.

a.

Approved and ratified the Annual Report of the Board of Directors for financial year 2019 including the Company’s Activities Report, Supervisory Report of the Board of Commissioners as well as the Financial Statement for financial year 2019 which was audited by Kantor Akuntan Publik Tanubrata Sutanto Fahmi Bambang & rekan.

 

b.

Approved on full release and discharged (volledig acquit et decharge) all members of the Board of Directors and the Board of Commissioners on management and supervisory actions being conducted in financial year ended on 31 December 2019 provided that such actions were reflected in the Annual Report and recorded under the Financial Statement of the Company and not classify as criminal action or violation toprevailing laws and regulations.

2.

a.

Approved and determined  the  usage of the Company’s net profit allocation for financial year ended on 31 December 2019 with the following provisions :

  i.   Not distributing cash dividend to the Company’s Shareholders;

 ii.   In total of Rp.1.600.000.000,00 (one billion six hundred million Rupiah) will be set  and recorded as general reserve fund allocation;

iii.   The Remaining will be recorded as retained earnings to be utilized to add the Company’s working capital.

 

b.

Authorized the Board of Directors to conduct each and every action if consider necessary in relation with the above decisions in accordance with prevailing regulations.

 

3.

Authorized the Board of Commissioners to appoint Public Accountant, with criteria and limitation from the General Meeting of Shareholders on eligible Public Accountant to be appointed, among others:         

 

a.

Accountant who is registered at Financial Service Authority and fulfills requirements as regulatedunder Regulation Number VIII.A.1 concerning Registration of Accountant Who Performs Activityin Stock Market; and OJK regulation Number 13/ POJK.03/2017 concerning Use of Public Accountant Services and Public Accountant Office in Financial Services Activities; and

 

b.

Act as Partner in Public Accountant Office thathas a business license from the Minister of Financeand led by an Accountant with Public Accountantlicense from Minister of Finance and has beenregistered at Financial Services Authority and fulfillsthe requirements as stipulated under RegulationNumber VIII. A.1 concerning Registration ofAccountant Who Perform Activities at Stock Marketand OJK Regulation Number 13/POJK.03/2017concerning the Use of Public Accountant Servicesand Public Accounting Firms in Financial ServiceActivities.

 

which will audit the Company's financial statements for the financial year ended on 31 December 2020 and other financial statements as needed by the Company, as this is still being considered and evaluated for further appointment of the Public Accountant, as well as  to determine the honorarium of the Public Accountant, to sign the documents and /or appoint a Public Accountant office registered under the Financial Services Authority  in the event for one reason or another the appointed Public Accountant Office is unable to carry out its duties.

4.

a.

Approve the appointment of Mr. THEO LEKATOMPESSY as Independent Commissioner and further determine the composition of the Board of Commissioners and the Board of Directors of the Company effective from the closing of this Meeting until the end of terms of office for members of the Board of Commissioners and the Board of Directors of the Company in the closing of Annual General Meeting of Shareholders of the Company in 2024:

 

 

The Board of Commissioners    
President Commissioner    
(Independent Commissioner) : Mr. ANTONIUS JOENOES SUPIT;
Commissioner : Mr. SETIAWAN ACHMAD;
Commissioner : Ms. SRI LESTARI ANWAR;
Independent Commissioner : Mr.THEO LEKATOMPESSY.
The Board of Directors :    
President Director : Mr. TOMY WATTEMENA WIDJAJA;
Vice President Director    
(Independent) : Mr. SOH CHING KHER;
Director : Mr.WAYAN SUMANTRA;
Director : Ms. SRI SUMIYARSI.

 

 

b.

Authorized with substitution rights to the Board of Directors of the Company to perform all actions related with the above, including but not limited to make or requesting to be made, and signing all deeds in connection with the composition of the Board of Commissioners and Directors of the Company, and to notify the competent authorities in accordance with prevailing laws and regulations.

5.

a.

Stipulated honorarium and/or other allowancesfor the Board of Commissioners for financial year 2020 at maximumRp2,000,000,000 ( two billion Rupiah) and to grant authority to thePresident Commissioner to stipulate the allocation,with recommendations of the Nomination andRemuneration Committee;

 

b.

Authorized the Board of Commissioners to stipulate the salary and/or other allowances for the Board of Directors, with recommendations of the Nomination and Remuneration Committee.

 

1. Extraordinary General Meeting of Shareholders

Abstain

:

128  votes.

Againts

:

None

Approve

:

1.157.110.586votes

Total Approve  

:

1.157.110.714 votes or equal with 100% from all votes legally casted in the Annual General Meeting of Shareholders.

 

Meeting Resolutions:

 

1.

Approve the changes of Articles of Association of the Company as follows :

 

a.

change the name of the Company with a name that is considered good as determined by the Company's Board of Directors and approved by the authorized parties, as well as to amend Article 1 paragraph 1 of the Company's Articles of Association, which will be used in the Company's operational activities no later than 31 December 2020

 

b.

amend the Company's Articles of Association in accordance with the Financial Services Authority Regulations, as explained in the Meeting.

2

Approve to give authority and power to the  Board of Directors of the Company, both individually and jointly, with the right of substitution, to take all and every action needed in connection with the decision, including but not limited to declare / stipulate the decision, in one or several deeds made before a notary, for:

 

a.

declare and/or stipulate amendment of the Company’s name and the amendment of Article 1 paragraph 1 of the Company's Articles of Association under the deed made before a Notary, which is made separately from changes in the Articles of Association in this decision (if necessary);

 

b.

amend and / or rearrange the entire provisions of the Company's Articles of Association in accordance with the decision (including confirming the composition of the shareholders in the deed when necessary), as required by and in accordance with the provisions of the applicable legislation;

 

To further  submit an application for approval and / or submit notification of the decisions of this Meeting and / or changes to the Articles of Association of the Company in the decision of this Meeting, to the authorized agencies, as well as to take all and every action required, in accordance with applicable laws and regulations.

 

This Summary of Minutes is to comply with the Financial Services Authority Regulation No.15/ POJK.04/2020 on the Plan and Implementation of General Meeting of Shareholders of Public Company

 

 

Bogor, 18 June 2020

PT Sierad Produce Tbk

The Board of Directors

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