March 18, 2019
The Summary of Minutes of Annual General Meeting of Shareholders of PT Phapros Tbk, Fiscal Year 2018
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 2018 (hereinafter referred to as Meeting) on :
Day : Thursday
Date : 14 March 2018
Time : 10.35 – 11.35 Western Indonesian Time
Venue : Dua Mutiara 3 Ballroom, Lantai 2
JW Marriott Hotel
Jl. DR Ide Anak Agung Gde Agung
Kav.E.1.2 No.1&2, Kawasan Mega Kuningan
Jakarta 12950
With the Following Agenda of the Meeting:
1. The approval of the Annual Report of the Company for the fiscal year of 2018 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, 2018 along with granting full release and discharge (acquit et de charge) to the Board of Directors and Board of Commissioners from the management actions and supervisory actions carried out for the fiscal year of 2018.
2. The approval of the use of the Company’s Net Profit for the Financial year of 2018.
3. The determination of the remuneration (salary, allowance and facilities) for the Board of Directors and the Board of Commissioners of the Company for the year of 2019 as well as tantiem for the year of 2018.
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, 2019.
A. The Meeting was attended by the following members of Board of Commissioners and Board of Directors :
Board of Commissioners - Johanes Nanang Marjianto (President Commissioner);
- Masrizal Achmad Syarief (Commissioner);
- Fasli Jalal (Independent Commissioner);
- Zainal Abidin (Independent Commissioner);
Board of Directors - Barokah Sri Utami (President Director);
- Heru Marsono (Financial Director);
- Syamsul Huda (Production Director);
- Chairani Harahap (Marketing Director);
- Fransetya Hasudugan Hutabarat (HR & GA Director)
B. Number of Shares attending the Meeting
Meeting was attended by shareholders and/or its representatives which represent 632.184.630 (six hundred-thirty two million one hundred and eighty-four thousand six hundred and thirty) shares or 75,26% (seventy five point twenty-six percent) of 840.000.000 (eight hundred and forty million) shares that published by the Company.
C. Leader of the Meeting
The Meeting was led by Johanes Nanang Marjianto as the President Commissioner based on the Board of Commissioner’s meeting on 28 February 2019.
D. 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 UTIEK R. ABDURACHMAN, SH.,, MLI., MKn.
Meeting Agenda Number Number of Shareholders and/or its Representatives who submit Proposals or Questions Decision Making Mechanism
| 1 |
Two (2) questioners: - Mr. Robertus Harsono, owner and holder of 577.500 shares (0,07%); |
Deliberation for Consensus |
| 2 |
Two (2) proposals from: PT RNI (Persero), owner and holder of 475.901.860 shares (56,77%); |
Deliberation for Consensus |
| 3 |
-
|
Deliberation for Consensus |
| 4 | - |
Deliberation for Consensus
|
E. Decision of the Meeting
1. To approve the Annual Report of the Company for the fiscal year of 2018 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 ended on December 31, 2018 along with granting full release and discharge (acquit et de charge) to the Board of Directors and Board of Commissioners from the management actions and supervisory actions carried out for the fiscal year of 2018, 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 2018, with details as follow:
Whereas in the fiscal year 2018 the Company has recorded a net profit of Rp 132.306.707.901, - (one hundred thirty-two billion three hundred six million seven hundred seven thousand and nine hundred one 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 92.614.695.531, - (ninety-two billion six hundred fourteen million six hundred ninety-five thousand and five hundred thirty-one rupiah);
b. Allocated and recorded as the Reserve Fund amounted to: 30% (thirty percent) or Rp 39.692.012.370,- (thirty-nine billion six hundred ninety-two million twelve thousand and three hundred seventy rupiah).
3. To approve delegated authority to the Board of Commissioners to determine wages / honoraria and allowances for the fiscal year 2019 and tantieme for performance for the fiscal year 2018 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.
Note: 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 Ana 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 17 April 2019 or 30 (thirty) days after the publication of the Summary of General Shareholder Meeting Report
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
Jakarta, 14 March 2019
PT Phapros Tbk
Board of Directors