- The Meeting have been convened at Gerbera Room, Mezzanine floor, Hotel Mulia Senayan Jakarta, Jl. Asia Afrika Senayan, Jakarta 10270, on Thursday, 23 May 2019, at 14.11 Western Indonesia Time until 15.04 Western Indonesia Time.
Agendas of the Meeting were:
- Approval of the Company Annual Report for the year 2018 and the Company Financial Statement for the year of 2018.
- Approval of the utilisation of the Company’s profit of the year 2018
- Approval of the appointment of Public Accountants to audit the Company Financial Statement of the year 2019.
- Approval of the amendment of the Company’s Article of Association.
- 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. Jemmy 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 13,935,357,682 shareholders having valid voting rights or their proxies or representing 84.98% 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 1 (one) shareholder raising questions and/or sharing opinions on first 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 |
13,917,675,182 votes (99.87%) |
0 votes (0.00%) |
17,682,500 votes (0.13%) |
| Second Agenda of the Meeting |
13,930,713,682 votes (99.97%) |
4,644,000 votes (0.03%) |
0 votes (0.00%) |
| Third Agenda of the Meeting |
13,927,398,277 votes (99.94%) |
7,959,405 votes (0.06%) |
0 votes (0.00%) |
| Fourth Agenda of the Meeting |
12,537,394,594 votes (89.97%) |
1,397,127,388 votes (10.02%) |
835,700 votes (0.01%) |
- 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 2018, 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 2018 which has been audited by Public Accountants Purwantono, Sungkoro & Surja, as contained in the report No. 00365/2.1032/AU.1/01/1562-1/1/III/2019 dated 29 March 2019 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 2018, to the extent that such actions are reflected in the Company Financial Statement for the year 2018 and such actions are not the criminal acts.
The Second Agenda of the Meeting:
Approving the utilisation of profit for the year 2015 for the following purposes:
- Distribution of cash dividend of IDR118 (one hundred and eighteen Rupiah) for each share or 42.49% of the total Company profits for the year 2018, for 16,398,000,000 shares or in the amount of IDR1,934,964,000,000 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, with considering the recommendation from Audit Committee, to: (a) appoint Public Accountant to audit the Company Financial Statement for the year 2019 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 (b) 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:
-
(1) Approving to amend Article 3 of Article of Association concerning Purpose and Objectives and Business Activities for synchronizing with Regulation Chairman of Central Bureau of Statistics No. 19 Year 2017 concerning Amendment of Regulation Chairman of Central Bureau of Statistics No. 95 Year 2015 concerning Indonesian Standard Industrial Classification (“KBLI 2017”). The amendment is not the Change of Main Business Activities, but it is only for synchronizing with KBLI 2017.
- (2) Approving to restate the entire Article of Association in regards to the amendment stipulated in (1).
- Approving to authorize the Directors of the Company with substitution right to undertake any necessary actions in relation to the amendment Article of Association 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 approval of the Ministry of Law and Human Rights of the Republic of Indonesia in accordance with 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