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Announcement Summary Of Minutes Of 2019 Annual General Meeting Of Shareholders And Extraordinary General Meeting of Shareholders PT LAUTAN LUAS TBK (the Company) and Schedule and Procedure of Distribution of Cash Dividends

PT LAUTAN LUAS Tbk

Domicile at West Jakarta

(The "Company")

 

NOTIFICATION ON RESUME OF

ANNUAL GENERAL MEETING OF SHAREHOLDERS

AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

 

-The Annual General Meeting of Shareholders (the "Annual Meeting") and the Extraordinary General Meeting of Shareholders (the "Extraordinary Meeting") of the Company (jointly referred to as the "Meeting") were held on May 16, 2019, took place at Jakarta Room, Graha Indramas, 10th Floor, Jl. AIP II KS Tubun Raya No. 77, West Jakarta.

- The Annual Meeting was convened at 1.45-2.17 p.m. attended/represented by 1,084,038,100 shares or 70.545%; the Extraordinary Meeting was convened at 2.25-2.30 p.m. attended/represented by 1,085,907,500 shares or 70.666% of total 1,536,662,000 shares outstanding with valid voting right that have been issued by the Company.

- The Meeting was presided over by Isien Fudianto, a Commissioner who was appointed by the Board of Commissioners as contemplated in the provision stipulated in the Articles of Association of the Company.  

-Members of the Board of Commissioners and the Board of Directors of the Company who attended at the Meeting as follows:

  • Pranata Hajadi, Vice President Commissioner;
  • Isien Fudianto, Commissioner;
  • Antonio da Silva Costa, Independent Commissioner;
  • Rifana Erni, Independent Commissioner;
  • Diah Maulida, Independent Commissioner;
  • Indrawan Masrin, President Director;
  • Joshua Chandraputra Asali, Director;
  • Herman Santoso, Director;
  • Soewandhi Soekamto, Independent Director;
  • Danny Suryadi Adenan, Independent Director;

 

- Prior to the decision making, the Chairman of the Meeting provided opportunities to raise questions and/or to deliver opinions at each agendum of the Meeting.

 

The Meeting has adopted the following resolutions:

 

I. THE ANNUAL MEETING

 

Agenda Meeting 1. Approval and ratification of the Annual Reports of the Company for the Year ended on December 31, 2018, including the Activity Reports of the Company, the Report of the Supervisory Role of the Board of Commissioners of the Company, the Company’s Financial Report for the Year ended on December 31, 2018.

 

  1. To approve the Company's Annual Report for the Year ended on December 31, 2018;
  2. To ratify the Company's Consolidated Financial Statements for the Year ended on December 31, 2018;
  3. To give the full settlement and discharge of responsibilities (acquit et decharge) to the members of the Board of Directors and the Board of Commissioners of the Company for their implementation of duties during the Year ended December 31, 2018.

 

The result of the voting:

  • Affirmative Vote             : 1,084,038,100 shares or 100 %
  • Disapproving Vote            :                      0 share or      0 %
  • Abstain Vote                     :                      0 share or      0 %

 

II. Agenda Meeting 2. Approval on the determination of the use of the Company’s profit for the Year ended on December 31, 2018.

 

  1. To put aside for the Company's fund reserves amounting to Rp.200.000.000.- in order to meet the provisions of Article 25 of the Company's Articles of Association.
  2. Distribution of cash dividends amounting to Rp 40,- per share to holders of 1,536,662,000 Shares or total Rp 61.466.480.000,- which names are recorded at Shareholders Register of the Company dated May 28, 2019.
  3. To give authority to the Board of Directors of the Company to perform all procedures and all necessary actions relating to distribution of dividends.
  4. The remaining in amount approximately of Rp. Rp138.669.520.000,- shall be recorded as a retained profit.

 

The result of the voting:

  • Affirmative Vote             : 1,084,038,100 shares or 100 %
  • Disapproving Vote            :                     0    share or     0 %
  • Abstain Vote                     :                     0    share or     0 %

 

III. Agenda Meeting 3. Determination of salaries, benefits, and/or honorarium for the members of the Board of Commissioners and the members of the Board of Directors of the Company for the year 2019-2020.

 

To grant the power of attorney to the Board of Commissioners of the Company in implementing of their remuneration function, with respect to earning figures of members of the Company's Board of Directors and the Board of Commissioners for the Year ended December 31, 2018, to determine the salaries and facilities of members of the Board of Directors as well as the service payment and/or the allowance for members of the Board of Commissioners as from July 1, 2019 until June 30, 2020.

 

The result of the voting:

  • Affirmative Vote             : 1,084,038,100 shares or 100 %
  • Disapproving Vote            :                      0   share or     0 %
  • Abstain Vote                     :                      0   share or     0 %

 

 

IV. Agenda Meeting 4. Appointment of Public Accountant to audit the financial report of the Company for the Year ended on December 31, 2019, and the granting of authorization to determine the honorarium of such Public Accountant as well as other requirements for the appointment.

 

With respect to appointment of a public accountant and/or public accounting firm, it is previously necessary for the Company to consider:

1) recomendation of Audit Committee;

2) discusssion of honorarium and conditions of appointment of a public accountant and/or public accounting firm,

3) difficulties to convene a general meeting of shareholders at the moment,

it has resolved:

  1. To delegate an authority to the Board of Commissioners of the Company, with respect to provisions laid down in laws and regulations as guidance, to appoint a public accountant and/or public accounting firm which name is registered at Financial Services Authority, to audit the Company's financial for the Year ended December 31, 2019.
  2. To confer the authority to the Company's Board of Directors to determine on total honorarium and other requirements on the appointment of such public accountant and/or public accounting firm as the Company's auditor for the Year ended December 31, 2019.

 

The result of the voting:

  • Affirmative Vote             : 1,084,038,100 shares or 100 %
  • Disapproving Vote            :                      0 share or    0 %
  • Abstain Vote                     :                      0 share or    0 %

 

V. Agenda Meeting 5. The appointment of the members of the Board of Directors and the Board of Commissioners of the Company.

 

  1. To appoint members of the Board of Directors and the Board of Commissioners with composition as follows:

President  Commissioner

:

Joan Fudiana

President Director

:

Indrawan Masrin

Vice President Commissioner

:

Pranata Hajadi

Vice President Director

:

Jimmy Masrin

Commissioner

:

Isien Fudianto

Director                                

:

Joshua Chandraputra Asali

Independent  Commissioner

:

Rifana Erni

Director

:

Herman Santoso

Independent  Commissioner

:

Diah Maulida

Director

:

Soewandhi Soekamto

Independent  Commissioner

:

Antonio da Silva Costa

Director

:

Danny Suryadi Adenan

 

  1. This appointment shall come into force as from the closing of the Meeting with respect to provisions laid down in laws and regulations and the Articles of Association of the Company.
  2. To confer a power of attorney to the members of the Board of Directors either singly or jointly with the right of substitution, to state the resolution adopted at fifth agenda the Meeting before a notary, to make necessary revision and to do any legal action necessary and required to comply with provisions laid down in laws and regulations.

 

The result of the voting:

  • Affirmative Vote             : 1,083,774,200 shares or 99.976 %
  • Disapproving Vote            :           263,900 shares or   0.0243 %
  • Abstain Vote                     :                      0 share or      0 %

 

 

II. THE EXTRAORDINARY MEETING

 

Agenda Meeting: Amendment of Article 3 of the Company's Articles of Association.

 

  1.  To amend provisions laid down at Article 3 of the Articles of Association to company with Joint Announcement of Ministry of Law and Human Rights c.q. Director General of Administration of General Laws and Coordinating Ministry of Economic c.q. Online Single Submission Institute dated October 11, 2018
  2. To confer a power of attorney to the Company's Board of Directors either singly or jointly with the right of substitution, to arrange draft on wording of the amendment provisions Article 3 regarding Purpose and Objective in the Articles of Association, to state resolution adopted at the Meeting before a notary, to make necessary revision if it is any objection from the authority and to do any legal action necessary and required to comply with provisions laid down in laws and regulations.

 

The result of the voting:

  • Affirmative Vote        : 1,083.484,200 shares or 99.77 %
  • Disapproving Vote      :        2,423,300 shares or   0.223%
  • Abstain Vote               :                       0 share or      0 %

 

With respect to Agendum 2 of the Annual Meeting, the Board of Directors determine provisions and procedures on distribution of cash dividends:

 

A. Schedule of Distribution of Cash Dividends

No.

Activities

Date

1.

End of Trading Period for Shares with Dividend Rights (Cum Dividen)

 

  • Regular Market and Negotiated Market
  • Cash Market

24 May 2019

28 May 2019

2.

Start of Trading Period for Shares without Dividend Rights (Ex Dividend)

  • Regular Market and Negotiated Market
  • Cash Market

27 May 2019

28 May 2019

3.

Record Date of the Shareholders who is entitled to Dividend (Recording Date)

28 May 2019

4.

Date of Payment of Cash Dividends for Financial Year 2018

  1. June 2019

 

B. Procedure for Distribution of Cash Dividends

  1. For the Shareholder whose shares are placed in the collective custody of PT Kustodian Sentral Efek Indonesia (“KSEI”), the cash dividends will be distributed by KSEI through the Securities Company and/or the Custodian Bank at which the Shareholder has opened the securities account.
  2. For the Shareholder whose shares are not placed in the collective custody, the cash dividends can be obtained in the Company’s office at Graha Indrama 9th Floor, Jalan AIP II K.S. Tubun Raya Nomor 77 Jakarta 11410, in the cashier division, at the office working hour on Monday until Friday at 09.00-16.00 WIB (Western Indonesian Time) with bringing along oroginal share certificates and valid original identity card.
  3. For the payment of the cash dividend will be subject to the prevailing tax law.
  4. For Shareholders as a Resident Taxpayer (Wajib Pajak Dalam Negeri) in form of legal entity with have not been provided Tax Payer Number/Nomor Pokok Wajib Pajak ("NPWP") there are requested to submit the NPWP to KSEI or to the Securities Administration Bureau of the Company, namely PT Datindo Entrycom (BAE) having its address at Jl. Hayam Wuruk No. 28 Jakarta 10120 Telp: 021 – 3508077 (Hunting), Fax : 021 - 3508078 at the latest on May 28, 2019 at 4.00 p.m. Without providing the NPWP, cash dividend payment to Resident Taxpayer shall subject to withholding for income tax at rate of 30%.   
  5. If the Shareholder is a Non‐Resident Taxpayer (Wajib Pajak Luar Negeri, WPLN) from a country with which the Republic of Indonesia has entered into a Double Taxation Agreement (DTA) and is subject to tax withholding at a rate as specified under the DTA,  the Shareholder must file the certificate of domicile from the shareholders’ original country or the copy of such document which has been legalized by Tax Services Office for Listed Companies (Kantor Pelayanan Pajak Perusahaan Masuk Bursa) to KSEI or to the Securities Administration Bureau of the Company, namely PT Datindo Entrycom (BAE) having its address at Jl. Hayam Wuruk No. 28 Jakarta 10120 Telp: 021 – 3508077 (Hunting), Fax : 021 - 3508078 at the latest on May 28, 2019 at 04.00 p.m. If the Shareholder fails to provide such document within such time frame or as otherwise stipulated by KSEI, then the cash dividends payable to such Non‐Resident Taxpayer will be subject to withholding for income tax at a maximum rate of 20%.

 

Jakarta, 20 Mei 2019

PT LAUTAN LUAS Tbk

The Board of Directors

 

 

 

Jakarta, May 20, 2019

PT. LAUTAN LUAS Tbk

The Board of Directors

 

 




Lampiran 

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