The Annual General Meeting of Shareholders of the Company (hereinafter jointly referred to as the “Meeting” unless otherwise required) held on May 15, 2017, took place at Jakarta Room, Graha Indramas, 10th Floor, Jl. AIP II KS Tubun Raya No. 77, West Jakarta.
The Meeting was attended by the Shareholders or their Proxies representing 1.055.168.527 shares or constituting 69,76 % of the 1,512,662,000 total shares with valid voting right that have been issued by the Company, therefore there have already fulfilled the requirements of quorum as stipulated in paragraph 1.a of Article 23 paragraph and paragraph 1 of Article 26 of 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:
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
Prior to the decision making, the Chairman of the Meeting provides the attended shareholders and their proxies opportunities to raise questions and/or to deliver opinions at each Agenda of the Meeting.
Resolutions of the Meeting were adopted on an amicable deliberation to reach a mutual consensus, however if there was Shareholders or the Proxies disagree or abstain, the resolutions were made by means of voting.
The Meeting has adopted the following resolutions:
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
Agenda Meeting 1. Approval for the Annual Report and Ratification of the Consolidated Financial Statements for the Year ended on December 31, 2016
1.To approve the Company’s Annual Report for the Year ended on December 31, 2016;
2.To ratify the Company’s Consolidated Financial Statements for the Year ended on December 31, 2016;
3.To accept supervisory report of the Board of Commissioners for the Year ended on December 31, 2016;
4.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, 2016
The result of the voting : Affirmative Vote: 1,055,168,527 shares or 100 %, Disapproving Vote: 0 share or 0 %, Abstain Vote: 0 share or 0 %
Agenda Meeting 2. Determination the appropriation of profit for the Year 2016.
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.The Company will distribute dividend Rp 12,- per share or total Rp 18.151.944.000 in cash to the 1.512.662.000 shareholders of the Company.
3 Grand authority to the Board of Directors of the Company to determine the procedure and execution of the dividend distribution and to do all the actions it necessary
4.The remaining in amount approximately of Rp. 41,746,056,000.‑ shall be recorded as a retained profit.
The result of the voting : Affirmative Vote : 1,055,168,527 shares or 100 %, Disapproving Vote : 0 share or 0 %, Abstain Vote : 0 share or 0 %
Agenda Meeting 3. Appointment of the Public Accountant for the Year 2017.
Considering that :
1.Prior to the appointment, the Company shall discuss the amount of honorarium and the requirements for the appointment of the public accountant firm
2. Difficulties to hold a General Meeting of Shareholders in time :
a. To Grant the power of the Board of Commissioners to appoint a Public Accountant Firm that registered at the Financial Services Authority to audit the Company’s Consolidated Financial Statements for the Year ended December 31, 2017;
b.To delegate the authority to the Company’s Board of Directors to determine on total honorarium and other requirements on the appointment of such public accountant firm appointed as the Company’s auditor for the Year ended December 31, 2017.
The result of the voting : Affirmative Vote : 1,055,168,527 shares or 100 %, Disapproving Vote : 0 share or 0 %, Abstain Vote : 0 share or 0 %
Agenda Meeting 4. Determination of Remuneration of members of the Board of Directors and the Board of Commissioners.
To grant the power of attorney to the Board of Commissioners of the Company, 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, 2016, to determine the remuneration 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, 2017 until June 30, 2018.
The result of the voting : Affirmative Vote : 1,055,168,527 shares or 100 %, Disapproving Vote : 0 share or 0 %, Abstain Vote: 0 share or 0 %
Furthermore, in connectionto the resolution in second agenda, hereby notify the schedule and procedure of dividend distribution:
A. The schedule of Cash Dividend Distribution as follow :
Cum Dividend for Reguler Market and Negosition May 22nd, 2017
Ex Dividend for Reguler Market and Negosition May 26th, 2017
Cum Dividend for Cash Market May 26th, 2017
Ex Dividend for Cash Market May 29th, 2017
Recording date of shareholder who are entitled to dividend May 26th, 2017
Date of Cash Dividend payment June 16th, 2017
B. Procedure of Dividend Distribution
1. The shareholders whose share were collected in the securities account in Kustodian Sentral Efek Indonesia (“KSEI”) cash dividend will be paid through Securities Company or Bank Custody where shareholders open their account.
2. The shareholders whose share were not collected in the securities account, the payment of such dividends may be obtained at the Company’s Office, Graha Indramas 9th floor, Jalan AIP II KS Tubun Raya Nomor 77 Jakarta 11410, at the cashier and bring original share ownership and valid identity during Monday – Friday weekdays at 9am – 4pm
3. Payment of the Dividend will be subject to Income Tax under applicable tax laws.
4. For those shareholders considered as foreign taxpayers, the tax deduction using rates based on the avoidance of double taxation agreement (P3B ) Shall submit the original Certificate of Domicile from the country of origin or copy of the letter which has been legalized by Kantor Pelayanan Pajak Perusahaan Masuk Bursa to KSEI or PT Datindo Entrycom (“BAE”) on Jl. Hayam Wuruk No. 28 Jakarta 10120 Tel: 021 – 3508077 (Hunting), Fax: 021 – 3508078 no later than May 26th , 2017, without any of the above, cash dividends paid will be subject to Article 26 Income Tax at the rate of 20%
PT Lautan Luas Tbk
Board of Commissioner and Board of Director
