September 12, 2018
The Summary of Minutes of The Extraordinary General Meeting of Shareholders of PT Phapros Tbk
PT Phapros Tbk (hereinafter referred to as Company), hereby announcing to all shareholders that the Company had held The Extraordinary General Meeting of Shareholders of 2018 (hereinafter referred to as Meeting) on :
Day : Friday
Date : September 7th, 2018
Time : 11.03 – 11.56 Western Indonesian Time
Venue : Grand Mutiara Ballroom The Ritz-Carlton
Jalan Dr. Ide Anak Agung Gde Agung Kavling E-1 No. 1 Mega Kuningan
Jakarta Selatan 12950
With the Following Agenda of the Meeting:
- Change of the entire Articles of Association of the Company.
- Capital increase with Pre-emptive Rights and change of Article 4 of Articles of Association.
The Meeting was attended by the following members of Board of Commissioners and Board of Directors:
Board of Commissioners
- Mochammad Yana Aditya (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).
Number of Shares attending the Meeting
Meeting was attended by shareholders and/or its representatives which represent 125.843.532 (one hundred-twenty five million eight hundred and forty-three thousand five hundred and thirty-two) shares or 74,91% (seventy-four point ninety-one percent) of 168.000.000 (one hundred sixty-eight million) shares that the Company published.
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 August 31, 2018.
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 FATHIAH HELMI, S.H., in Jakarta.
Meeting Agenda Number
Number of Shareholders and/or its Proxy who submit Proposals or Questions
Decision Making Mechanism
- PT RNI (Persero), owner and holder of 93.380.372 shares (56,77%).
Deliberation for Consensus
Three (3) responses/questions from:
- PT RNI (Persero), owner and holder of 93.380.372 shares (56,77%);
- Mr. Suryo Hadi Winoto, owner and holder of 231.000 shares (0,14%);
- Mr. Titus Handojo, owner and holder of 1.428.000 shares (0,85%).
Deliberation for Consensus
Decision of the Meeting
Meeting agenda one:
- Approving the Amendment of the entire Articles of Association of the Company, namely amendments to Article 3 of the Articles of Association and other Articles, among others, to be adjusted to the Financial Services Authority Regulation and other relevant regulations in accordance with the attachments.
- Approve to reconstitute the entire Articles of Association in connection with the changes referred to in point 1 above.
- Approving the granting of power and authority to the Directors of the Company with substitution rights to take all necessary actions related to the decision of the agenda of this meeting, including preparing and restating all Articles of Association in a Notarial Deed and submitting to the authorized agency to obtain approval and / or signs receipt of notification of amendment to the Articles of Association, doing everything deemed necessary and useful for such purposes with none being excluded, including to make additions and / or changes in the amendment to the Articles of Association if it is required by the authorized agency.
Meeting agenda two:
- Approving the addition of capital with Right Issue maximum 207.360.000 (two hundred and seven million three hundred and sixty thousand) of bearer stock, each with a nominal value of Rp 500 (five hundred rupiahs) per share, which will be implemented after the effective Registration Statement from the Financial Services Authority.
- Approve giving authority to the Board of Directors of the Company to take all necessary actions relating to the Company's PMHMETD, including but not limited to fulfilling the conditions specified in the applicable laws and regulations, including POJK 32/2015, including but not limited to:
- submit the Registration Statement to the Financial Services Authority by obtaining prior approval from the Company's Board of Commissioners where the approval of the Company's Board of Commissioners must obtain approval from RNI;
- determine the certainty of the number of shares issued in the context of PMHMETD I with the approval of the Board of Commissioners;
- determine the ratios of Shareholders entitled to PMHMETD I with the approval of the Board of Commissioners;
- determine the implementation price in the context of Private Placement I with the approval of the Board of Commissioners;
- determine the certainty of the date of the List of Shareholders (Daftar Pemegang Saham) entitled to the Right Issue;
- determine the certainty of the use of funds;
- determine the certainty of the PMHMETD schedule;
- sign documents needed in the framework of PMHMETD I including Notarial deeds and their amendments and / or additions.
- Approve changes to Article 4 paragraph 2 and 3 of the Company's Articles of Association:
- increase the issued and paid-up capital after the implementation of the PMHMETD I, which is from 168,000,000 (sixty eight million) shares, each with a nominal value of Rp. 500 (five hundred rupiahs) per share or with a total face value of Rp 84,000,000,000 (eighty four billion rupiah) to a maximum of 375,360,000 (three hundred seventy five thousand three hundred sixty thousand) shares, respectively with a nominal value of Rp 500 (five hundred rupiahs) per share or with a maximum nominal value of Rp 187,680,000,000 (one hundred eighty seven billion six hundred eighty million rupiah);
- authorize the Board of Commissioners of the Company to declare the realization of the number of shares issued in the Public Offering with PMHMETD I, implement the decision of the Meeting and determine the certainty of the amount of issued and paid-up capital and declare amendments to article 4 paragraph (2) and paragraph (3) of the Company's Articles of Association in the presence of a Notary, in connection with the increase in issued and paid-up capital of the Company by providing Right Issue after PMHMETD I has been completed, then notifying the amendment of the Articles of Association of the Republic of Indonesia to the Minister of Law and Human Rights, and taking all necessary actions in connection with the decision these are in accordance with the applicable laws and regulations.
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, September 12th, 2018
PT Phapros Tbk
Board of Directors