The Board of Directors of the Company, hereby announces that the Company has convened the Annual General Meeting of Shareholders (the “AGMS“) and Extraordinary General Meeting of Shareholders (“EGMS”) (AGMS and EGMS will be defined as “Meeting”), which held on Friday, May 11, 2018, at Jakarta Room, Graha Indramas 10th Floor, Jalan AIP II K.S.Tubun Raya No.77, at 14.19 – 14.50 WIB (Western Indonesian Time), with the minutes thereof as summarized below:
- Agenda of the Meeting
AGMS
- Approval and ratification of Annual Report of the Company for the financial year ended on December 31, 2017.
- Approval of the allocation plan of net profit of the Company for the financial year ended December 31, 2017.
- Appointment of an Independent Public Accountant and/or Public Accountant Office that will audit the Company’s Consolidated Financial Statements for the financial year ended December 31, 2018.
- Determination of allowances and remuneration for the members of the Board of Directors and members of the Board of Commissioners of the Company for the financial year of 2018.
EGMS
The change of the Article of Association of the Company.
- Members of the Board of Directors and the Board of Commissioners of the Company participating in the Meeting
1) Vice President: Indrawan Masrin
2) Vice President Director: Jimmy Masrin
3) Director: Joshua Chandraputra Asali
4) Director: Herman Santoso
5) Independent Director: Soewandhi Soekamto
6) Independent Director: Danny Suryadi Adenan
7) Vice President Commissioner: Pranata Hajadi
8) Commissioner: Isien Fudianto
9) Independent Commissioner: Rifana Erni
10) Independent Commissioner: Diah Maulida
11) Independent Commissioner: Antonio Da Silva Costa
- Chairman of the Meeting
The Meeting was chaired by Diah Maulida as the Independent Commissioner of the Company which is appointed by the Board of Commissioners according to Article of Association of the Company.
- Attendance of the Shareholders
The Meeting was attended by the shareholders and/or proxies of the shareholders representing 1,088,667,000 shares or equal to 71.97% of 1,512,662,000 shares, being the total number of shares with the voting rights issued by the Company.
- Opportunity to Raise Questions and/or Give Opinions
The shareholders were given the opportunity to raise questions and/or give opinions about each item on the agenda of the Meeting. There were no shareholders and/or proxies of the shareholders raised questions and/or gave opinions.
- Mechanism of Adopting Resolutions
Pursuant to Article 23 paragraph 10 of Article of Association of the Company, resolutions on all agendas of the Meeting is to be passed through deliberation for a consensus; if the consensus cannot be reached, the resolutions will be passed by means of voting.
- Voting Outcome/Decision and the Resolutions of the Meeting
- First Agenda of AGMS
The resolution of First Agenda of AGMS agreed through deliberation for a consensus and the outcome for the First Agenda of AGMS: agree 1,088,667,000 or 100% of the total number of shares with the voting rights in the Meeting, there were no shareholders disagree and abstain.
The Result of the First Agenda:
- To approve and ratify the Annual Report of the Company for the financial year ended on December 31, 2017, including to accept the Report of the Realization of the Use of Proceed from Continuous Rupiah Bond II Phase I Year 2017 and Continuous Rupiah Bond II Phase II Year 2017.
- To approve and ratify the Consolidated Financial Statements of the Company for the financial year ended on December 31, 2017.
- To accept the supervisory report of the Board of Commissioners for the financial year ended on December 31, 2017.
- To give the full release and discharge of the Board of Commissioners and the Board of Directors of the Company for their supervision and actions for the financial year ended on December 31, 2017 (acquit et de charge).
- Second Agenda of AGMS
The resolution of Second Agenda of AGMS agreed through deliberation for a consensus and the outcome for the Second Agenda of AGMS: agree 1,088,667,000 or 100% of the total number of shares with the voting rights in the Meeting, there were no shareholders disagree and abstain.
The Result of the Second Agenda:
- To allocate the use of net profit of the Company for the financial year 2017 in an amount of IDR200,000,000 (two hundred million Indonesian Rupiah) as a reserve fund in accordance with the provision under Article 25 of the Article of Association of the Company.
- To distribute as cash dividends to the 1,512,662,000 (one billion five hundred twelve million six hundred sixty two thousand) shareholders of the Company which have recorded as the shareholders of the Company according to Shareholders Register of the Company dated May 23, 2018, so that each share will receive cash dividends of approximately IDR30 (thirty Indonesian Rupiah) or total IDR45,379,860,000 (forty five billion three hundred seventy nine million eight hundred sixty thousand Indonesian Rupiah).
- To approve to give authority to the Board of Directors of the Company to perform all procedures and all necessary actions relating to the allocation of the net profit of the Company.
- To allocate the remaining IDR104,318,140,000 (one hundred four billion three hundred eighteen million one hundred forty thousand Indonesian Rupiah) as retained earnings.
- Third Agenda of AGMS:
The resolution of Third Agenda of AGMS agreed through deliberation for a consensus and the outcome for the Third Agenda of AGMS: agree 1,088,667,000 shares or 100% of the total number of shares with the voting rights in the Meeting, there were no shareholders disagree and abstain.
The Result of the Third Agenda:
- To approve to delegate authority to the Board of Commissioners of the Company, in accordance with the relevant regulations, to appoint an Independent Public Accountant and/or the Independent Public Accountant Office, which is registered in Financial Service Authority (OJK) to audit the Company’s Consolidated Financial Statements for the year ended December 31, 2018.
- To give authority to the Company’s Board of Commissioners to determine the honorarium and other requirements for the appointment of the Public Accountant for the year ended December 31, 2018.
- Fourth Agenda of AGMS:
The resolution of Fourth Agenda of AGMS agreed through deliberation for a consensus and the outcome for the Fourth Agenda of AGMS: agree 1,088,667,000 or 100% of the total number of shares with the voting rights in the Meeting, there were no shareholders disagree and abstain.
The Result of the Fourth Agenda:
To delegate authority to the Board of Commissioners of the Company to determine the amount of the remuneration and facilities for members of the Board of Directors and honorarium, and/or other benefits for the Board of Commissioners since dated July 1, 2018 until June 30, 2019 by considering the income of Board of Directors and Board of Commissioners for the year ended December 31, 2017.
- EGMS
The resolution for EGMS agreed by means of voting and the voting outcome for the EGMS: agree: 1,086,183,900 or 99.77% of the total number of shares with the voting rights in the Meeting, disagree: 2.483,100 shares or 0,23% of the total number of shares with the voting rights in the Meeting, there were no shareholders who abstain.
The Result of the Fourth Agenda:
- To approve to change Article 3 of Article of Association of the Company regarding the Objective and the Purpose of the Company to be adjusted with Bapepam and LK Regulation No. IX.J.1 Attachment to the Chairman of Bapepam and LK Decree No. 179/BL/2008 dated May 14, 2008 on Articles of Association of Companies Conducting Public Offering and Public Companies.
- To approve to give full power and authority to the Board of Directors of the Company with the right of substitution to formulate the wording of Article 3 of the Article of Association of the Company to be adjusted with Bapepam and LK Regulation No. IX.J.1 Attachment to the Chairman of Bapepam and LK Decree No. 179/BL/2008 dated May 14, 2008 on Articles of Association of Companies Conducting Public Offering and Public Companies and to prepare a deed of the Meeting’s resolution with a help of notary.
- Schedule of Distribution of Cash Dividends
| No. | Activities | Date |
| 1. | End of Trading Period for Shares with Dividend Rights (Cum Dividen) | |
|
18 May 2018
23 May 2018 |
|
| 2. | Start of Trading Period for Shares without Dividend Rights (Ex Dividend) | |
|
21 May 2018
24 May 2018 |
|
| 3. | Record Date of the Shareholders who is entitled to Dividend (Recording Date) | 23 May 2018 |
| 4. | Date of Payment of Cash Dividends for Financial Year 2016 | 5 June 2018 |
- Procedure for Distribution of Cash Dividends
- 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 a securities account.
- For the Shareholder whose shares are not placed in the collective custody of KSEI, the cash dividends can be obtained in the Company’s office located at Graha Indramas Lantai 9, 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).
- For the payment of the cash dividend will be subject to the prevailing tax law.
- 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, 2018. 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, May 14, 2018
PT LAUTAN LUAS Tbk
BOARD OF DIRECTORS
