- The Meeting have been convened at Gerbera Room, Mezzanine floor, Hotel Mulia Senayan Jakarta, Jl. Asia Afrika Senayan, Jakarta 10270, on Wednesday, 23 May 2018, at 14.12 Western Indonesia Time until 14.48 Western Indonesia Time.
Agendas of the Meeting were:
- Approval of the Company Annual Report for the year 2017 and the Company Financial Statement for the year of 2017.
- Approval of the utilisation of the Company’s profit of the year 2017.
- Approval of the appointment of Public Accountants to audit the Company Financial Statement of the year 2018.
- Approval of the appointment of Directors and Board of Commissioners of the Company.
- The members of the Directors and Board of Commissioners attending the Meetings were Mr. Tjiu Thomas Effendy as President Director, Ms. Ong Mei Sian as Director, Mr. Eddy Dharmawan Mansjoer as Director, Mr. Ferdiansyah Gunawan Tjoe as Director and Mr. Suparman S. as Independent Commissioner.
- The Meeting was attended by 10,700,127,001 shareholders having valid voting rights or their proxies or representing 65.25% of the total number of shares having valid voting rights issued by the Company.
- The Meeting provided the opportunity to the shareholders to raise any questions and/or share any opinions related to each agendum of the Meeting.
- There was no shareholder raising questions and/or sharing opinions related to each agendum of the Meeting.
- The resolution mechanism of the Meeting 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 Meeting |
10,562,013,201 votes (98.71%) |
0 votes (0.00%) |
138,113,800 votes (1.29%) |
| Second Agenda of the Meeting |
10,576,752,301 votes (98.85%) |
4,771,000 votes (0.04%) |
118,603,700 votes (1.11%) |
| Third Agenda of the Meeting |
10,561,874,801 votes (98.71%) |
19,648,500 votes (0.18%) |
118,603,700 votes (1.11%) |
| Fourth Agenda of the Meeting |
10,449,010,801 votes (97.65%) |
107,183,336 votes (1.00%) |
143,932,864 votes (1.35%) |
- The resolutions related to each agendum of the Meetings are as follows:
First Agenda of the Meeting:
- Accepting and approving the Company Annual Report for the year ended on 31 December 2017, including the Report of Directors and the Report of Board of Commissioners; and
- Accepting and approving the Company Financial Statement for the year ended on 31 December 2017 which has been audited by Public Accountants Purwantono, Sungkoro & Surja, as contained in the report RPC-6031/PSS/2018 dated 27 March 2018 with an unmodified audit opinion and accordingly granting release and discharge (acquit et de charge) to the Directors for their management actions and the Board of Commissioners for their supervisory actions during the year 2017, to the extent that such actions are reflected in the Company Financial Statement for the year 2017.
The Second Agenda of the Meeting:
Approving the utilisation of profit for the year 2015 for the following purposes:
- Distribution of cash dividend of IDR56 (fifty six Rupiah) for each share or 36.76% of the total Company profits for the year 2017, for 16,398,000,000 shares or in the amount of IDR918,288,000,000 and authorisation to the 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.
- The remaining profit shall be allocated for the retained earning.
The Third Agenda of the Meeting:
- Approving to authorize the Board of Commissioners of the Company to (i) appoint Public Accountant to audit the Company Financial Statement for the year 2018 with the criteria that the particular public accountant is a person who has the license to deliver services as regulated in the prevailing regulation on public accountant and registered with OJK and registered as the partner in Public Accountant Firm Purwantono, Sungkoro & Surja and (ii) appoint the substitution of Public Accountant and or Public Accountant Firm if the appointed Public Accountant and or Public Accountant Firm is not able to perform their duties for whatever reasons.
- Approving to authorize the Directors of the Company to determine the fees of the Public Accountants for their services.
The Fourth Agenda of the Meeting:
-
Approving to re-appoint all of the members of the Directors and Board of Commissioner with the office term until the closing of Annual General Meeting of the Company for the year book 2022.
The composition of the Directors and Board of Commissioner of the Company from the end of the Meeting into the closing of Annual General Meeting of the Company for the year book 2012, as follows
| President Director |
: |
Mr. Tjiu Thomas Effendy |
| Vice President Director |
: |
Mr. Peraphon Prayooravong |
| Vice President Director |
: |
Mr. Vinai Rakphongphairoj |
| Director |
: |
Ms. Ong Mei Sian |
| Director |
: |
Mr. Jemmy |
| Director |
: |
Mr. Eddy Dharmawan Mansjoer |
| Director |
: |
Mr. Ferdiansyah Gunawan Tjoe |
| President Commissioner |
: |
Mr. Hadi Gunawan Tjoe |
| Vice President Commissioner |
: |
Mr. Rusmin Ryadi |
| Independent Commissioner |
: |
Mr. Herman Sugianto |
| Independent Commissioner |
: |
Mr. Suparman S. |
- To authorize Directors of the Company to restate the change of members of Board of Directors and Board of Commissioners in a separate deed made before Notary and to arrange for the notice and registration with the authorized agency with regard to the change of structure of Board of Commissioners and Board of Directors of the Company as required under the prevailing regulations.
- Timetable 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.
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PT CHAROEN POKPHAND INDONESIA Tbk