March 30, 2017
Summary of General Meeting of Shareholder PT Phapros, Tbk Fiscal Year 2016
PT Phapros Tbk (hereinafter referred to as the “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, March 30, 2016 from 09.00 WIB to 10.40 WIB at Rama Shinta Ballroom, Patra Jasa Hotel, Jl. Sisingamangaraja, Candi Baru, Semarang, as its venue.
1. Approval of the Annual Report of the Company for the Book Year 2016, including Reports of the Board of Directors of the Company regarding the Company’s Businesses and Report of Supervisory Duty of tthe Board of Commisioners and Ratification of the Financial Statements of the Company for the year ended December 31, 2016, as well as to fully acquit the responsibility (acquit et de charge) of the Board of Directors and the Board of Commisioners of the Company towards management action and
supervision for the Book Year 2016.
2. Determination of Company’s nett profit for the year ended December 31, 2016.
3. Determination of salaries/honorarium and allowance for the Book Year 2016 and tantieme for the Book Year 2016 to the members of the Board of Commissioners and Board of Directors of the Company.
4. The appointment of Public Accountant to audit the Financial Statements of the Company for the year ended December 31, 2017.
The Meeting was attended by the following members of Board of Commissioners and Board of Directors:
Board of Commissioners:
- Mochammad Yana Aditya (President Commissioner);
- Fasli Jalal (Independent Commissioner);
- Masrizal Achmad Syarief (Commissioner);
Board of Directors:
- Barokah Sri Utami (President Director);
- Heru Marsono (Director of Finance);
- Syamsul Huda (Production Director);
- Chairani Harahap (Director of Marketing).
Meeting was attended by shareholders and/or their representatives which represent 106.516.284 shares, or 63,40% of 168.000.000 shares that the Company published.
The Meeting was led by Mochamad Yana Aditya as the President Commissioner based on the Commissioner’s Meeting on March 24, 2017.
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 Dr.R. Djoko Setyo Hartono Widagdo, S.E, M.M, S.H, M.kn.
Meeting Agenda Number Shareholder / Their Representative That Give Suggestion or Question Desicion-Making Mechanism
1 Two questioners, are:
1. Mrs. Dra. Oerip Lestari, M.Si., owner and holder of 204.000 shares (0,12 %).
2. Mr. Robertus Harsono Dharmawan, IR, owner and holder of 115.500 shares (0.07%) Negotiation for Consensus
2 Two suggestions from:
1. PT RNI, owner and holder of 95.043.112 shares (56.57%).
2. Mr. Titus Handojo, owner and holder of 1.260.000 shares (0,75%) Negotiation for Consensus
3 - Negotiation for Consensus
4 - Negotiation for Consensus
Decision of The General Shareholder Meeting
1. Approve of the Annual Report of the Company for the Fiscal Year 2016, including Reports of the Board of Directors of the Company regarding the Company’s Businesses and Report of Supervisory Duty of the Board of Commisioners and Ratification of the Financial Statements of the Company for the year ended December 31, 2016, as well as to fully acquit the responsibility (acquit et de charge) of the Board of Directors and the Board of Commisioners of the Company towards management action and supervision for the Fiscal Year 2016, throughout as such actions do not contradict with the law and regulation, and recorded in the books of the Company.
2. Approved and determined the distribution of profit and dividend for the Book Year that ended in December 31, 2016, with details as follow:
a. distributed as a cash dividend amounting to: 50% or Rp 43.501.205.000, - .
b. Allocated and recorded as the Reserve Fund and Working Capital amounted to: 50% or Rp 43.501.205.000, -.
(this is in accordance with Company Law Regulation No. 40 of 2007 article 70 paragraph (1) and the Articles of Association of the Company article 24 paragraph (1), that the Company is obliged to set aside
c. ertain amount of net income each financial year to reserves).
3. Meeting’s approval to bestow the Board of Commissioners with authority to determine the honorarium/salary, and facilities for Company’s Board of Director and Board of Commissioners.
4. Meeting’s approval to bestow the Board of Commissioners with authority to appoint Public Accountant Office, and to determine honorarium and other conditions.
SCHEDULE AND PROCEDURES FOR PAYMENT OF DIVIDEND
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. Dividend shall be distributed on May 03, 2017.
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.
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.
This summary of the minutes of meeting of annual general meeting of shareholders of PT Phapros Tbk also published in www.phapros.co.id.
Semarang, March 30, 2017.
PT PHAPROS Tbk
Board of Directors