April 26, 2018
The Summary Of Minutes Of Annual General Meeting Of Shareholders Of PT Phapros Tbk, Fiscal Year 2017
PT Phapros Tbk (hereinafter referred to as Company), hereby announcing to all shareholders that the Company had held The Annual General Meeting of Shareholders of Fiscal Year 2017 (hereinafter referred to as Meeting) on :
Day : Thursday
Date : 26 April 2018
Time : 09.40 – 11.27 Western Indonesian Time
Venue : Gumaya Tower Hotel Semarang
Jalan Gajah Mada No. 59 – 61 Semarang 50134
A. With the Following Agenda of the Meeting:
1. The approval of the Annual Report of the Company for the fiscal year of 2017 including Reports of the Board of Directors of the Company regarding the Company’s Business and Report of Supervisory Duty of the Board of Commissioners and Ratification of the Financial Statements of the Company of the Company ended on December 31, 2017 along with granting full release and discharge (acquit et de charge) to the Board of Directors and Commissioners from the management actions and supervisory actions carried out for the fiscal year of 2017.
2. The approval of the use of the Company’s Net Profits for the financial year of 2017.
3. The determination of the remuneration (salary, allowance and facilities) for the Board of Directors and Board of Commissioners of the Company for the year of 2018 as well as tantiem for the year of 2017.
4. The appointment of Registered Public Accountants Firm to perform the audit on the Company’s Financial Statements for the fiscal year ended December 31, 2018.
5. Capital increase of the Company by Pre-emptive Rights (HMETD).
6. Change of the Company’s Article of Association.
7. Change of the Company’s Management Structure.
B. 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 (Financial Director);
- Syamsul Huda (Production Director);
- Chairani Harahap (Marketing Director).
C. Number of Shares attending the Meeting
Meeting was attended by shareholders and/or its representatives which represent 135.257.644 (one hundred-thirty five million two hundred and fifty-seven thousand six hundred and forty-four) shares or 80,51% (eighty point fifty-one percent) of 168.000.000 (one hundred sixty-eight million) shares that the Company published.
D. Leader of the Meeting
The Meeting was ked by Mochammad Yana Aditya as the President Commissioner based on the Board of Commissioner’s meeting on 25 April 2018.
E. Shareholders and/or its representatives had been given chance to raise questions, opinions, proposals or advices related to the Meeting Agenda that was discussed at that moment and had been recorded in the Minutes of Meeting Report that are compiled by Notary Dr. R. Djoko Setyo Hartono Widagdo, S.E., M.M., S.H., M.Kn.
Meeting Agenda Number Number of Shareholders and/or its Representatives who submit Proposals or Questions Decision Making Mechanism
| Meeting Agenda Number | Number of Shareholders and/or its Represetatives who submit proposals of questions | Decision-making mechanism |
| 1 | Three (3) questioners: - Mr. Wuliyadi, owner and holder of 283.500 shares (0,17%); - Mrs. Oerip Lestari, owner and holder of 204.000 shares (0,12%); - Mr. Robertus Harsono Dharmawan, owner and holder of 115.500 shares (0,07%). |
Deliberation for consensus |
| 2 | Two (2) proposals from: - PT RNI (Persero), owner and holder of 93.380.372 shares (56,77%); - Mr. Robertus Harsono Dharmawan, owner and holder of 115.500 shares (0,07%). |
Deliberation for consensus |
| 3 | One (1) proposal from: PT RNI (Persero), owner and holder of 93.380.372 shares (56,77%). |
Deliberation for consensus |
| 4 | Deliberation for consensus | |
| 5 |
One (1) questioner: One (1) endorsement: |
Deliberation for consensus |
| 6 | Deliberation for consensus | |
| 7 | One (1) proposal from: PT RNI (Persero), owner and holder of 93.380.372 shares (56,77%). |
Deliberation for consensus |
F. Decision of the Meeting
1. To approve the Annual Report of the Company for the fiscal year of 2017 including including Reports of the Board of Directors of the Company regarding the Company’s Business and Report of Supervisory Duty of the Board of Commissioners and Ratification of the Financial Statements of the Company of the Company ended on December 31, 2017 along with granting full release and discharge (acquit et de charge) to the Board of Directors and Commissioners from the management actions and supervisory actions carried out for the fiscal year of 2017, throughout as such actions are not contradict with the law and regulation and recorded in the fiscals of the Company.
2. To approve and determine the distribution of profit and dividend for the fiscal year that ended on 31 Desember 2017, with details as follow:
Whereas in the fiscal year 2017 the Company has recorded a net profit of Rp 125.266.061.000, - (one hundred twenty-five billion two hundred sixty-six million and sixty-one thousand rupiah) and on the net profit of the Meeting agreed to determine its use as follows:
a. Distributed as cash dividend amounted to: 70% (seventy percent) or Rp 87.686.242.700,- (eighty-seven billion six hundred eighty-six million two hundred forty-two thousand and seven hundred rupiah).
b. Allocated and recorded as the Reserve Fund amounted to: 30% (thirty percent) or Rp 37.579.818.300,- (thirty seven billion five hundred seventy nine million eight hundred eighteen thousand three hundred rupiah). This is in accordance with the 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 certain amount of net profit each fiscal year to reserves.
3. To approve delegated authority to the Board of Commissioners to determine wages / honoraria and allowances for the fiscal year 2018 and tantieme for performance for the fiscal year 2017 for the Board of Directors and Board of Commissioners of the Company, having first consulted with the majority shareholders.
4. To approve delegated authority to the Board of Commissioners to appoint Public Accounting Firm as well as to determine honorarium and other requirements.
5. To approve the addition of capital with pre-emptive rights (HMETD).
6. To approve the amendment of the Company's Articles of Association.
7. a. Agree to reappoint:
- Mrs. Barokah Sri Utami as President Director; and
- Mr. Syamsul Huda as Production Director.
b. Agree to appoint:
- Mr. Zainal Abidin as Independent Commissioner.
With the result that the composition of the Board of Directors and Board of Commissioners of PT Phapros Tbk is as follows:
- President Director : Mrs. Barokah Sri Utami;
- Financial Director : Mr. Heru Marsono;
- Production Director : Mr. Syamsul Huda;
- Marketing Director : Mrs. Chairani Harahap;
- President Commissioner : Mr. Mochammad Yana Aditya;
- Commissioner : Mr. Masrizal Achmad Syarief;
- Independent Commissioner : Mr. Fasli Jalal;
- Independent Commissioner : Mr. Zainal Abidin.
Such appointments shall be effective since the closing of the Meeting.
This Announcement of Summary of Minutes of this Meeting to comply with the provisions of the Financial Services Authority Regulation No. 32 / POJK.04 / 2014 on the Planing and Executing of General Meeting of Shareholders for the Public Companies, as well as the fulfillment of the provisions of the Financial Services Authority Regulation no. 33 / POJK.04 / 2014 regarding the Board of Directors and Board of Commissioners of Issuers or Public Companies.
This Summary of Minutes of the Meeting is also published on the Company's website www.phapros.co.id
Semarang, 26 April 2018
PT Phapros Tbk
Board of Directors