- The Meetings have been convened at Gerbera Room, Mezzanine floor, Hotel Mulia Senayan Jakarta, Jl. Asia Afrika Senayan, Jakarta 10270, on Friday, 19 June 2015, at 14.12 Western Indonesia Time until 14.44 Western Indonesia Time for the Annual General Meeting of Shareholders and at 14.46 Western Indonesia Time until 14.51 Western Indonesia Time for the Extraordinary General Meeting of Shareholders.Agendas of the Annual General Meeting of Shareholders were:
- Approval of the Company Annual Report for the year 2014 and the Company Financial Statement for the year of 2014.
- Resolution on the utilisation of the Company’s profit of the year 2014.
- Approval on the appointment of Public Accountants to audit the Company Financial Statement of the year 2015.
Agenda of the Extraordinary General Meeting of Shareholders was Approval of the amendments to the Company Articles of Association.
- The members of Board of Directors and Board of Commissioners attending the Meetings were Mr. T. Thomas Effendy as Vice President Commissioner, Mr. Herman Sugianto as Independent Commissioner, Mr. Suparman S. as Independent Commissioner, Ms. Ong Mei Sian as Director, Mr. Jemmy as Director, Mr. Eddy Dharmawan Mansjoer as Director and Mr. Ferdiansyah Gunawan Tjoe as Director.
- The Annual General Meeting of Shareholders was attended by the shareholders having valid voting rights or their proxies amounted 13.438.596.965 shares or representing 81.95% of the total number of shares having valid voting rights issued by the Company.
The Extraordinary General Meeting of Shareholders was attended by the shareholders having valid voting rights or their proxies amounted 13.438.597.920 shares or representing 81.95% of the total number of shares having valid voting rights issued by the Company.
- The Meetings provided the opportunity to the shareholders to raise any questions and/or share any opinions related to each agendum of the Meetings.
- There was no shareholder raising questions and/or sharing opinions related to each agendum of the Meetings.
- The resolution mechanism of the Meetings has been made by way of deliberation to achieve mutual resolutions and voting in the event that the mutual resolutions could not be achieved.
- The voting results related to each agendum of the Meetings are as follows:
| Agendum |
Agree |
Disagree |
Abstain |
| First Agenda of the Annual General Meeting of Shareholders |
13,434,361,965
votes (99.97%) |
0 votes (0.00%) |
4,235,000 votes
(0.03%) |
| Second Agenda of the Annual General Meeting of Shareholders |
13,438,369,465
votes (99.99%) |
0 votes (0.00%) |
227,500 votes
(0.01%) |
| Third Agenda of the Annual General Meeting of Shareholder |
13,298,719,500
votes (99.96%) |
134,258,765
votes (1.00%) |
5,618,700 votes
(0.04%) |
| Single Agenda of the Extraordinary General Meeting of Shareholders |
13,360,081,600
votes (99.41%) |
78,288,820 votes
(0.58%) |
227,500 votes
(0.01%) |
- The resolutions related to each agendum of the Meetings are as follows:
First Agenda of the Annual General Meeting of Shareholders:
- Accepting and approving the Company Annual Report for the year ended on 31 December 2014, including the Report of Board of Directors and the Supervisory Report of Board of Commissioners.
- Accepting and approving the Company Financial Statement for the year ended on 31 December 2014 which has been audited by Public Accountants Purwantono, Suherman & Surja, as contained in the report No. RPC-7139/PSS/2015 dated 27 March 2015 with an unmodified audit opinion and accordingly granting release and discharge (acquit et de charge) to the Board of Directors for their management actions and the Board of Commissioners for their supervisory actions during the year 2014, to the extent that such actions are reflected in the Company Financial Statement for the year 2014.
The Second Agenda of the Annual General Meeting of Shareholders:
Approving the utilisation of profit for the year 2014 amounted Rp1.746.794.910.549for the following purposes:
- Distribution of cash dividend of IDR18 (Eighteen Rupiah) for each share or 16.9% of the total Company profits for the year 2014, for 16,398,000,000 shares or in the amount of IDR295,164,000,000 and authorisation to Board of Directors to determine the timetable and methods of dividend distribution in accordance with the prevailing regulations with regard to capital markets and announce it in two newspapers; and
- The remaining profit shall be allocated for the retained earning.
The Third Agenda of the Annual General Meeting of Shareholders:
Authorizing the Directors to appoint Public Accountant Firm which registered at Otoritas Jasa Keuangan to audit the Company Financial Statement for the year 2015 and to determine the fees of the Public Accountant Firm for their services.
The Single Agenda of the Extraordinary General Meeting of Shareholders:
- Amending several provisions of the Articles of Association in compliance with Regulation of the Financial Services Authority No. 32/POJK.04/2014 dated 8 December 2014 concerning Plan and Convening General Meeting of Shareholders of Public Companies (“POJK 32”) and Regulation of the Financial Services Authority No. 33/POJK.04/2014 dated 8 December 2014 concerning Board of Directors and Board of Commissioners of Issuers and Public Companies;
- Redrafting the entire Articles of Association pursuant to the appendix attached in Deed of Minutes of Meetings; and
- Authorizing the Company Board of Directors with substitution right to undertake any necessary actions in relation to the resolutions of each agenda of the Meetings in accordance with the prevailing regulations and to restate the amendments to the Articles of Association in the Notarial Deed, and to arrange for the notice to and/or the approval of the Ministry of Law and Human Rights of the Republic of Indonesia.
- imetable and the procedures of cash dividend distribution to the shareholders shall be announced by the Board of Directors in 2 (two) daily Indonesian newspapers having national circulation, website of the Indonesia Stock Exchange and the Company website www.cp.co.id taking into account the prevailing regulations on capital markets, in particular Article 36 of POJK 32.
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PT CHAROEN POKPHAND INDONESIA Tbk