The Summary of Minutes of The Extraordinary General Meeting of Shareholders of PT Phapros Tbk

PT Phapros Tbk is domiciled in South Jakarta (hereinafter referred to as "the Company") hereby announces to the shareholders that the company has held an Extraordinary General Meeting of Shareholders (hereinafter referred to as "EGMS"), namely at:

 

Day / Dae         : Thursday, December 13, 2018

Time                : 10.28 WIB - 11.14 WIB

Place                : Dua Mutiara Grand Ballroom JW Marriott Hotel

                         DR Idea Anak Agung Gde Agung

                         Kav E.1.2 No 1 & 2, Mega Kuningan Region

                         Jakarta 12950

 

That, in order to fulfill the provisions in Article 8 of the Financial Services Authority Regulation 32/POJK.04/2014, dated 08-12-2014 (eight December two thousand and fourteen), concerning the Plan and Implementation of the General Meeting of Shareholders of the Public Company (hereinafter referred to as POJK Number 32) The Company has notified the plan to hold a Corporate Meeting to the Chief Executive Officer of the Financial Services Authority (hereinafter referred to as OJK), with a Company letter Number 081/S.Pmb/DIRUT-S/X/2018/A, 31-10-2018 (thirty-first of October two thousand and eighteen). That in order to fulfill the provisions in Article 10 paragraph (1) and Article 13 paragraph (1) POJK Number 32, the Company has announced the Meeting on 06-11-2018 (November 6, two thousand and eighteen) and the summoning of the Meeting on the 21st day 11-2018 (twenty-first November, two thousand and eighteen), both of which were announced on Bisnis Indonesia Daily and the Company's Website, namely www.phapros.co.id. In addition, the Company has also sent invitation letters to all Shareholders.

The EGMS agenda is as follows:

1. Approval of PT Phapros Tbk Listing on the Indonesia Stock Exchange (BEI);
2. Approval of Amendment to the Articles of Association of the Company to break down the nominal value of the Company;
3. Funding Approval for the Company's corporate actions; and
4. Changes in the Management Structure of the Company.

The EGMS was attended by:

Shareholders and / or their proxies representing 128,662,302 (one hundred twenty million six hundred and sixty two thousand three hundred) shares, or approximately 76.58% (seventy six point five eight percent) of the total shares the Company has issued a total of 168,000,000 (one hundred and sixty million) shares.

 

The EGMS is led by:

Mochammad Yanna Aditya as the President Commissioner of the Company based on the Board of Commissioners' Report on November 27, 2018.

Shareholders and / or their proxies have been given the opportunity to raise questions, opinions, suggestions, or suggestions relating to the agenda of the Meeting discussed, and have been recorded in minutes of meetings made by Notary Utiek R. Abdulrachman, SH., MLI., MKn., Notary in Jakarta.

 

Meeting Agenda Number	Number of Shareholders and / or their Proxy who submit a Proposal or Question	Decision Making Mechanism
1	1 response from: -Mr. Hersri Rochmad Rahardian, owner and holder 936,000 shares in the Company (0.56%); -PT. RNI, the owner and holder of 95,380,372 shares in the Company (56.77%).	Deliberation to reach consensus
2	2 responses / questions from: -PT. RNI, the owner and holder of 95,380,372 shares in the Company (56.77%). -Mr. Titus Handojo, owner and holder of 1,428,000 shares in the Company (0.85%)	Deliberation to reach consensus
3	3 responses / questions from:-          PT. RNI, the owner and holder of 95,380,372 shares in the Company (56.77%).-          Mr. Titus Handojo, owner and holder of 1,428,000 shares in the Company (0.85%)-          Mr. Hendro Sutantyo, owner and holder of 84,000 shares in the Company (0.05%) and power of attorney from:-          Mrs. Ratna Lestyani owner and holder of 1,333,500 shares in the Company (0.79%);-          Mr. Kushardini Sutantyo owner and holder of 84,000 shares in the Company (0.05%);-          Mr. Santoso Sutanto owner and holder of 84,000 shares in the Company (0.05%)	Deliberation to reach consensus
4	1 response from: -PT. RNI, the owner and holder of 95,380,372 shares in the Company (56.77%) through a letter submitted and signed by Mr. B. DIDIK PRASETYO as Managing Director representing the Board of Directors of PT PPEN RAJAWALI NUSANTARA INDONESIA Number 448 / RNI.01 / XII / 2018 dated 12-12-2018 (December 12, two thousand and eighteen) concerning the Proposed Decision of the Agenda of the Extraordinary General Meeting of Shareholders of PT Phapros Tbk	Deliberation to reach consensus

 

EGMS DECISION RESULTS :

 

First Agenda of the Meeting:

Meetings with votes based on deliberations to reach konsensus, decide:

1. Approved the plan for listing the Company's shares on the Indonesia Stock Exchange in accordance with what has been stated, in accordance with the attachment.
2. Approved the granting of power and authority to the Directors of the Company with the right of substitution to take all necessary actions relating to the decisions of the agenda of this Meeting.

 

Second Agenda of the Meeting:

Meetings with votes based on deliberations to reach konsensus, decide:

1. Approved the breakdown of the Company's stock split value from Rp.500,- (five hundred rupiahs) per share to Rp.100,- (one hundred rupiah) per share, or with a ratio of 1:5. Thus amending Article 4 paragraph 1 and 2 of the Company's Articles of Association, namely changes to the number of issued and paid-up shares of the Company from the previous 168,000,000,- (one hundred and sixty eight million) shares to 840,000,000 (eight hundred forty million) shares.
2. Delegates authority to the Board of Directors regarding the timing of implementation and procedures for the implementation of the breakdown of the Company's nominal value of shares by taking into account the applicable regulations.
3. Approved the granting of authority to the Board of Directors of the Company with substitution rights to restate this decision into a Notary Deed and submit an application for approval and /or notify the Minister of Law and Human Rights of the Republic of Indonesia for the purpose of carrying out other necessary actions in accordance with applicable laws and regulations .

 

Third Agenda of the Meeting:

Meetings with votes based on deliberations to reach konsensus, decide:

1. Approve funding for corporate corporate actions related to investment in the development of the Company's organic and inorganic business and / or working capital and / or refinancing financing with funding sources from Banking Loans and non-banking financial institutions according to the explanation by guaranteeing Company assets more than 50% (fifty percent) of the total amount of the Company's net worth.
2. Approved the granting of authority to the Directors of the Company with substitution rights to take all necessary measures relating to the implementation of this Agenda Meeting decision.

Fourth Agenda of the Meeting:

Meetings with votes based on deliberations to reach konsensus, decide:

1. Approve to honorably dismiss Mr. MOCHAMMAD YANA ADITYA as President Commissioner of the Company, with thanks for all the assistance of his staff and thoughts during holding this position, which termination has been received by Mr. MOCHAMMAD YANA ADITYA.
2. Approved the appointment of Mr. JOHANES NANANG MARJIANTO, Master of Education as President Commissioner of the Company.

 

1. Approved the appointment of Mr. FRANSETYA HASUDUNGAN HUTABARAT as the Company's Independent Director, in accordance with the requirements of Article III.1.5 the Indonesian Stock Exchange Directors of decree Number Kep-00001/BEI/01-2014 concerning Amendments to IA Regulations on Shares and Equity Securities other than Shares issued by Listed Company.
2. Approved the proposal on the Dismissal and Appointment of the President Commissioner in point 1 (one) and the Appointment of Independent Directors in point 2 (two) in this Meeting shall be effective as of the closing of this Meeting. If the appointment of the President Commissioner as referred to in point 1 (one) and the Independent Director as in point 2 (two) of the letter does not get approval from the Ministry of State-Owned Enterprises, the President Commissioner and Independent Director appointed based on this Meeting will be dismissed and subsequently amended in accordance with the Decree of the Ministry of State-Owned Enterprises.

So that the full composition of the members of the Board of Commissioners and Directors of the Company as of the closing of the Meeting are as follows:

 

Commissioner	-Johanes Nanang Marjianto, MPd : (President Commissioner) -Masrizal Achmad Syarief            : (Commissioner) -Zainal Abidin                            : (Independent Commissioner) -Fasli Jalal                                 : (Independent Commissioner)
Directors	-Barokah Sri Utami                        : (President Director) -Syamsul Huda                             : (Production Director) -Chairani Harahap                         : (Marketing Director) -Heru Marsono                              : (Finance Director) -Fransetya Hasudungan Hutabarat   : (Independent Directors)

Announcement of this Minutes of Meeting to comply with the provisions of the Financial Services Authority Regulation No. 32/POJK.04/2014 concerning the Plan and Implementation of the General Meeting of Shareholders of the Public Company, as well as the fulfillment of the provisions of the Financial Services Authority Regulation No. 33/POJK.04/2014 concerning Directors and Commissioners of Issuers or Public Companies.

This summary of Minutes of Meeting is also posted on the Bisnis Indonesia Newspaper, Monday 17 December 2018.

 

Jakarta, December 17, 2018.

PT Phapros Tbk

Directors

With the approval of the stock split, we appeal to Shareholders whose shares have not yet entered into collective safekeeping in a scriptless form so that after the stock split has been carried out the Shareholders can enter their shares into collective custody in a scriptless form.

 

Corporate Secretary

PT Phapros Tbk