May 21, 2015
Summary of Annual General Meeting of Shareholder PT. Phapros Tbk. Fiscal Year 2014
PT. Phapros Tbk. (herewith under shall be called “Company”), hereby announcing to all shareholders that the Company had held The Annual General Meeting of Shareholder (herewith under shall be called “Meeting”) in Thursday, 21st of May 2015 From 09.34 WIB until 11.56 WIB with Gumaya Tower Hotel, Jl. Gajahmada No. 59-61 Semarang as it’s venue.
1. Board of Directors Report on the Company’s operation, including the Board of Commissioners Oversee function during the the accounting book year that ended in 31st of December 2014
2. To Approve and validate the balance and the profit/loss sum for the accounting book that end in 31st of December 2014, as well as fully acquit (acquit et de charge) the Board of Directors and the Board of Commissioners for all management and oversee act that they performed during the accounting book that ended in 31st of December 2014
3. Determined and approved the usage of Company’s profit for the accounting book that ended in 31st of December 2014
4. Appointment of Independent Public Accountant to audit the Company’s Financial Report for the accounting book that ended in 31st of December 2014 and granted the Board of Director to determine honorarium and other conditions in relation to the appointment
5. Determine honorarium / salary and other facilities for the Board of Directors and Board of Commissioners of the Company
6. Change in the Company’s Executive Boards composition.
7. Adjusting the Company’s Letter of Establishment with the Financial Services Authority Rule No. 32/POJK.04/2014, No. 33/POJK.04/2014, and No. 34/POJK.04/2014
The Meeting was attended by the following members of Board of Commissioners and Board of Directors:
Board of Commissioners
- Mr Dandossi Matram, SE. (Head Commissioner)
- Mr Prof. Dr. H. Fasli Jalal, Ph.D., Sp.GK (Independent Commissioner)
- Mr Drs. Masrizal Achmad Syarief, Apt. (Commissioner)
- Ms Emmi Mintarsih, SE. (Commissioner)
Board of Directors
- Mr Drs. Iswanto, Apt. MM. (Head Director)
- Mr Drs. Budi Ruseno, MM. (Financial Director)
- Ms Dra. Barokah Sri Utami, Apt., MM (Production Director)
- Mr Drs. Syamsul Huda, Apt. (Marketing Director)
Meeting was attended by shareholders and/or their representatives which represent 138.455.482 (one hundred thirty eight thousand four hundred fifty five four hundred eighty two) shares, or 82,41% of 168.000.000 (one hundred sixty eight million) shares that the Company published.
The Meeting was led by Mr Dandossi Matram, SE, as the Head Commissioner based on the Commissioner’s Meeting on 20th of May 2015. Shareholders and/or their representatives had been given chance to raise questions, opinions, suggestions, or advice in relation to the Meeting Agenda that was discussed at that moment, and had been recorded in the Meeting Report that are compiled by Notary Andy Toryanto, SH., Sp.N., M.Kn.
Meeting Agenda Number Number of Shareholders and/or Their Representatives That Give Suggestion or Question Decision-Making Mechanism
1. 2 person Negotiation for Consensus
2. None Negotiation for Consensus
3. 3 person Negotiation for Consensus
4. None Negotiation for Consensus
5 None Negotiation for Consensus
6. 2 person Negotiation for Consensus
7. 1 person Negotiation for Consensus
Decision of The General Shareholder Meeting
1. Approved the Board of Director Report on the Company’s Operation, including Oversee function of the Board of Commissioners for the accounting year book that ended on 31st of December 2014
2. Approved and Validated the Balance and Profit/Loss sum for the accounting year book that ended on 31st of December 2014, as well as granting full acquittal (acquit et de charge) to the Board of Directors and The Board of Commissioners of the Company for the act of management and oversee that they perform during the accounting book year that ended on 31st of December 2015
3. Approved and determined the distribution of profit and dividend for the accounting book that ended in 31st of December 2014, with details as follows:
a. 50% of the Nett profit will be distributed as cash dividend
b. 50% of Nett profit will be allocated and booked as reserve fund.
4. Meeting’s approval to bestow the Board of Commissioners with authority to appoint Public Accountant Office, and to determine honorarium and other conditions
5. Meeting’s approval to bestow the Board of Commissioners with authority to determine the honorarium/salary, and facilities for Company’s Board of Directors and Board of Commissioners
6. Approved the change of Company’s Board of Commissioner’s structure, and accept Ms Emmi Mintarsih S.E. Notice of Resignation from her office as as a member of the Board of Commissioners, and dismiss her with utmost gratitude and honor, for all the contribution during her office.
Board of Commisioner Structure transformed into:
- Mr Dandossi Matram, SE., as Head Commissioner
- Mr Prof. Dr. Fasli Jalal Ph.D Sp.GK., as Independent Commissioner
- Mr Drs. Masrizal Achmad Syarief, Apt, as Commissioner
This decision will be effective after the Meeting is closed
7. Approved the adjustment on the Company’s Letter of Establishment with the Financial Service Authority Rule No. 32/POJK.04/2014, No. 33/POJK.04/2014, No. 34/POJK.04/2014
Schedule and Procedure of Dividend Distribution:
1. Dividend shall be distributed to shareholders whose names are registered in the Company’s Shareholder Register which are maintained by Bureau of Effect Administration (i.e. PT. BSR Indonesia)
2. Condition on dividend withdrawal follows the Company’s policy that have been determined and informed by the Company
3. Complying with the Article 36 of Financial Service Authority Rule No. 32/POJK.04/2014, Dividend shall be distributed on the 10th of June 2015, or 21 (twenty one) days after the publication of the Summary of General Shareholder Meeting Report
This Announcement of Summary of the General Meeting of Shareholder Minutes of Meeting conducted to comply with Financial Service Authority Rule No. 32/POJK.04/2014 about Planning and Executing General Meeting of Shareholder for Public Company, also to comply with Financial Service Authority Rule No. 33/POJK.04/2014 about Board of Director, and Board of Commissioner of Emittent or Public Company, in relation to the resignation of Ms Emmi Mintarsih, S.E. as a Member of Board of Commissioner of the Company.
This announcement has been made in Bahasa Indonesia and English, in the event that there’s a different interpretation between the two language, the Bahasa Indonesia version shall prevail.