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SUMMARY OF MINUTESOF ANNUALGENERAL MEETINGOF SHAREHOLDERS PT ERA MANDIRI CEMERLANG Tbk
ANNOUNCEMENT OF SUMMARY OF MINUTESOF ANNUALGENERAL MEETINGOF SHAREHOLDERS PT ERA MANDIRI CEMERLANG Tbk
In order to fulfill the provisions of Article 49 paragraph (1) and Article 51 paragraph (1) of the Financial Services Authority Regulation No. 15/POJK.04/2020 concerning the Plan and the Implementation of the General Meeting of Shareholders of Public Company ("POJK 15"), the Board of Directors of the Company hereby announce the Summary of Minutes of the Company's Annual General Meeting of Shareholders ("Meeting") as follows:
A. The Meeting of the Company had been held on:
Day/Date : Tuesday, August 25th 2020;
Time : 10.19’ BBWI s/d 10.55’ BBWI;
Place : Aston Pluit Hotel
Jl. Pluit Sel. No. 1, RT.2/RW.9, Pluit, Kec. Penjaringan,
North Jakarta, Special Capital Region of Jakarta 14450.
B. Agenda of the Meeting are as follows:
The First Agenda:
1. Approval and ratification of the Company's annual report for the period ended on 31st December 2019;
2. Ratification of the Company's financial statements for the financial year ended on 31st December 2019; and
3. Granting exemption and release to the members of the Board of Directors from responsibility for the Company's management actions and to the members of the Board of Commissioners for the Company's supervisory actions, as long as all such actions are
stipulated in the Company's financial for the financial year ended on 31st December 2019 (acquit et de charge).
The Second Agenda:
Approval of the use of net profit obtained by the Company for the financial year ended on 31st December 2019.
The Third Agenda:
Granting authority and power to the Board of Commissioners of the Company to determine salary/honorarium and/or other benefits for members of the Board of Directors of the Company for the financial year of 2020.
The Fourth Agenda:
Approval for the appointment of public accountant who will audit the Company's financial statements for the financial year ending on 31st December 2020.
The Fifth Agenda:
Approval of the report on the use of proceeds from the Public Offering.
C. The Board of Commissioners and Board of Directors the Company present at this Meeting are as follows:
BOARD OF COMMISSIONERS:
President Commissioner : Mrs. LINA;
Independent Commissioner : Mr. KASTURI DJULI, S.H., S.E.
BOARD OF DIRECTORS:
President Director : Mr. JOHAN ROSE.
D. Based on the attendance list of the shareholders of the Meeting, the recorded number of shares present or represented in the Meeting is 783.410.000 (seven hundred eighty three million four hundred and ten thousand) shares, which constitute 94,01% (ninety four point zero one percent) of the 833.333.000 (eight hundred thirty three million three
hundred and thirty three thousand) shares that have been issued by the Company, which have valid voting rights as required by the Company's articles of association and POJK 15.
E. The Company has provided opportunities for the shareholders and the proxy of shareholders to raised questions and/or provide opinions prior to the adoption of resolution for each agenda item of the Meeting.
F. In the Meeting, there were no shareholders or proxy of shareholders who raised questions and/or provided opinions regarding each agenda item of the Meeting.
G. The mechanism of adopting resolution of Meeting:
In accordance with the provisions of Article 11 paragraph 8 of the Company's articles of association and Article 40 paragraph 1 POJK 15, the resolutions of the Meeting are valid and binding if they are taken based on deliberation to reach consensus. If no consensus is reached, therefore in accordance with the provisions of Article 11 paragraph 8 of
the Company's articles of association and Article 41 paragraph 1 letter c POJK 15, the resolutions of the Meeting may be made based on voting, provided that the resolutions of the Meeting are valid if approved by more than 1/2 ( one half) of the total shares with voting rights present at the Meeting.
H. Voting Results:
The First Agenda
Against as many as 100 (one hundred) votes, abstain as many as 0 (zero) votes, therefore the shareholders who agree are as many as 783.409.900 (seven hundred eighty three million four hundred nine thousand and nine hundred) votes, which constitute 99,99% (ninety nine point nine nine percent) of the total number of votes cast legally.
The Second Agenda
Against as many as 100 (one hundred) votes, abstain as many as 0 (zero) votes, therefore the shareholders who agree are as many as 783.409.900 (seven hundred eighty three million four hundred nine thousand and nine hundred) votes, which constitute 99,99% (ninety nine point nine nine percent) of the total number of votes cast legally.
The Third Agenda
Against as many as 100 (one hundred) votes, abstain as many as 0 (zero) votes, therefore the shareholders who agree are as many as 783.409.900 (seven hundred eighty three million four hundred nine thousand and nine hundred) votes, which constitute 99,99% (ninety nine point nine nine percent) of the total number of votes cast legally.
The Fourth Agenda
Against as many as 100 (one hundred) votes, abstain as many as 0 (zero) votes, therefore the shareholders who agree are as many as 783.409.900 (seven hundred eighty three million four hundred nine thousand and nine hundred) votes, which constitute 99,99% (ninety nine point nine nine percent) of the total number of votes cast legally.
The Fifth Agenda
Against as many as 200 (two hundred) votes, abstain as many as 0 (zero) votes, therefore the shareholders who agree are as many as 783.409.800 (seven hundred and eighty three million four hundred nine thousand eight hundred) votes, which constitute 99,99% (ninety nine point nine nine percent) of the total number of votes cast legally.
I. Results for the resolution of the Meeting:
The First Agenda:
a. Approve and ratify the Company's Annual Report including the Company's Board of Commissioners Report for the period ended December 31st, 2019;
b. Approve and ratify the Company's Annual Report, which consists of a Report on the management of the Company by the Board of Directors and a report on the supervision of the Company by the Board of Commissioners for the financial year period ending on
December 31st, 2019;
c. Approve to provide full acquittal and release of responsibility (acquit et de charge) to each member of the Board of Directors and Board of Commissioners of the Company, who served in the financial year ended December 31st, 2019, for the management
and supervisory actions of the Company that they had taken during their term of office during the financial year period, insofar as the actions they have taken during their term of office are reflected in the Annual Report and Annual Financial Statements during their term of office in that financial year period.
The Second Agenda:
Determine the use of the Company's net profit for the financial year ended December 31st, 2019, amounting to Rp 4.694.444.802, - (four billion six hundred ninety four million four hundred forty four thousand eight hundred and two Rupiah) for the Company's business development and strengthening capital structure therefore no dividends shall be distributed to shareholders.
The Third Agenda:
Grant authority and power to the Board of Commissioners of the Company to determine the salary and/or honorarium and/or other benefits for members of the Board of Directors and members of the Board of Commissioners of the Company for the financial year of 2020, the implementation of which will be adjusted to the prevailing
regulations.
The Fourth agenda:
1. Delegate the authority to appoint a Public Accountant who will audit the Company's financial statements for the financial year ended December 31st, 2020, to the Company's Board of Commissioners in order to comply with applicable regulations and obtain an appropriate Public Accountant, provided that the criteria for appointed Public Accountant is Public Accountant who have audit experience in the Company's business activities, have adequate human resources and have independence.
2. Approved the granting of authority to the Board of Commissioners to determine the honorarium and other reasonable requirements for the Public Accountant.
The Fifth Agenda:
Accept and approve the accountability of the realization of the use of the proceeds from the Company's Public Offering, thereby providing full release and acquittal (acquit et de charge) to members of the Board of Directors and members of the Board of Commissioners of the Company for their management and supervision actions related to the use of proceeds from the Public Offering Company as long as these actions are reflected in the Company's Annual Report and Financial Report.
Jakarta, August 27th 2020
PT ERA MANDIRI CEMERLANG Tbk
Board of Directors of the Company
In order to fulfill the provisions of Article 49 paragraph (1) and Article 51 paragraph (1) of the Financial Services Authority Regulation No. 15/POJK.04/2020 concerning the Plan and the Implementation of the General Meeting of Shareholders of Public Company ("POJK 15"), the Board of Directors of the Company hereby announce the Summary of Minutes of the Company's Annual General Meeting of Shareholders ("Meeting") as follows:
A. The Meeting of the Company had been held on:
Day/Date : Tuesday, August 25th 2020;
Time : 10.19’ BBWI s/d 10.55’ BBWI;
Place : Aston Pluit Hotel
Jl. Pluit Sel. No. 1, RT.2/RW.9, Pluit, Kec. Penjaringan,
North Jakarta, Special Capital Region of Jakarta 14450.
B. Agenda of the Meeting are as follows:
The First Agenda:
1. Approval and ratification of the Company's annual report for the period ended on 31st December 2019;
2. Ratification of the Company's financial statements for the financial year ended on 31st December 2019; and
3. Granting exemption and release to the members of the Board of Directors from responsibility for the Company's management actions and to the members of the Board of Commissioners for the Company's supervisory actions, as long as all such actions are
stipulated in the Company's financial for the financial year ended on 31st December 2019 (acquit et de charge).
The Second Agenda:
Approval of the use of net profit obtained by the Company for the financial year ended on 31st December 2019.
The Third Agenda:
Granting authority and power to the Board of Commissioners of the Company to determine salary/honorarium and/or other benefits for members of the Board of Directors of the Company for the financial year of 2020.
The Fourth Agenda:
Approval for the appointment of public accountant who will audit the Company's financial statements for the financial year ending on 31st December 2020.
The Fifth Agenda:
Approval of the report on the use of proceeds from the Public Offering.
C. The Board of Commissioners and Board of Directors the Company present at this Meeting are as follows:
BOARD OF COMMISSIONERS:
President Commissioner : Mrs. LINA;
Independent Commissioner : Mr. KASTURI DJULI, S.H., S.E.
BOARD OF DIRECTORS:
President Director : Mr. JOHAN ROSE.
D. Based on the attendance list of the shareholders of the Meeting, the recorded number of shares present or represented in the Meeting is 783.410.000 (seven hundred eighty three million four hundred and ten thousand) shares, which constitute 94,01% (ninety four point zero one percent) of the 833.333.000 (eight hundred thirty three million three
hundred and thirty three thousand) shares that have been issued by the Company, which have valid voting rights as required by the Company's articles of association and POJK 15.
E. The Company has provided opportunities for the shareholders and the proxy of shareholders to raised questions and/or provide opinions prior to the adoption of resolution for each agenda item of the Meeting.
F. In the Meeting, there were no shareholders or proxy of shareholders who raised questions and/or provided opinions regarding each agenda item of the Meeting.
G. The mechanism of adopting resolution of Meeting:
In accordance with the provisions of Article 11 paragraph 8 of the Company's articles of association and Article 40 paragraph 1 POJK 15, the resolutions of the Meeting are valid and binding if they are taken based on deliberation to reach consensus. If no consensus is reached, therefore in accordance with the provisions of Article 11 paragraph 8 of
the Company's articles of association and Article 41 paragraph 1 letter c POJK 15, the resolutions of the Meeting may be made based on voting, provided that the resolutions of the Meeting are valid if approved by more than 1/2 ( one half) of the total shares with voting rights present at the Meeting.
H. Voting Results:
The First Agenda
Against as many as 100 (one hundred) votes, abstain as many as 0 (zero) votes, therefore the shareholders who agree are as many as 783.409.900 (seven hundred eighty three million four hundred nine thousand and nine hundred) votes, which constitute 99,99% (ninety nine point nine nine percent) of the total number of votes cast legally.
The Second Agenda
Against as many as 100 (one hundred) votes, abstain as many as 0 (zero) votes, therefore the shareholders who agree are as many as 783.409.900 (seven hundred eighty three million four hundred nine thousand and nine hundred) votes, which constitute 99,99% (ninety nine point nine nine percent) of the total number of votes cast legally.
The Third Agenda
Against as many as 100 (one hundred) votes, abstain as many as 0 (zero) votes, therefore the shareholders who agree are as many as 783.409.900 (seven hundred eighty three million four hundred nine thousand and nine hundred) votes, which constitute 99,99% (ninety nine point nine nine percent) of the total number of votes cast legally.
The Fourth Agenda
Against as many as 100 (one hundred) votes, abstain as many as 0 (zero) votes, therefore the shareholders who agree are as many as 783.409.900 (seven hundred eighty three million four hundred nine thousand and nine hundred) votes, which constitute 99,99% (ninety nine point nine nine percent) of the total number of votes cast legally.
The Fifth Agenda
Against as many as 200 (two hundred) votes, abstain as many as 0 (zero) votes, therefore the shareholders who agree are as many as 783.409.800 (seven hundred and eighty three million four hundred nine thousand eight hundred) votes, which constitute 99,99% (ninety nine point nine nine percent) of the total number of votes cast legally.
I. Results for the resolution of the Meeting:
The First Agenda:
a. Approve and ratify the Company's Annual Report including the Company's Board of Commissioners Report for the period ended December 31st, 2019;
b. Approve and ratify the Company's Annual Report, which consists of a Report on the management of the Company by the Board of Directors and a report on the supervision of the Company by the Board of Commissioners for the financial year period ending on
December 31st, 2019;
c. Approve to provide full acquittal and release of responsibility (acquit et de charge) to each member of the Board of Directors and Board of Commissioners of the Company, who served in the financial year ended December 31st, 2019, for the management
and supervisory actions of the Company that they had taken during their term of office during the financial year period, insofar as the actions they have taken during their term of office are reflected in the Annual Report and Annual Financial Statements during their term of office in that financial year period.
The Second Agenda:
Determine the use of the Company's net profit for the financial year ended December 31st, 2019, amounting to Rp 4.694.444.802, - (four billion six hundred ninety four million four hundred forty four thousand eight hundred and two Rupiah) for the Company's business development and strengthening capital structure therefore no dividends shall be distributed to shareholders.
The Third Agenda:
Grant authority and power to the Board of Commissioners of the Company to determine the salary and/or honorarium and/or other benefits for members of the Board of Directors and members of the Board of Commissioners of the Company for the financial year of 2020, the implementation of which will be adjusted to the prevailing
regulations.
The Fourth agenda:
1. Delegate the authority to appoint a Public Accountant who will audit the Company's financial statements for the financial year ended December 31st, 2020, to the Company's Board of Commissioners in order to comply with applicable regulations and obtain an appropriate Public Accountant, provided that the criteria for appointed Public Accountant is Public Accountant who have audit experience in the Company's business activities, have adequate human resources and have independence.
2. Approved the granting of authority to the Board of Commissioners to determine the honorarium and other reasonable requirements for the Public Accountant.
The Fifth Agenda:
Accept and approve the accountability of the realization of the use of the proceeds from the Company's Public Offering, thereby providing full release and acquittal (acquit et de charge) to members of the Board of Directors and members of the Board of Commissioners of the Company for their management and supervision actions related to the use of proceeds from the Public Offering Company as long as these actions are reflected in the Company's Annual Report and Financial Report.
Jakarta, August 27th 2020
PT ERA MANDIRI CEMERLANG Tbk
Board of Directors of the Company
