Resolutions of Annual General Meeting Shareholders 2019

Resolutions of Annual General Meeting Shareholders 2019

On May 23, 2019, PT Surya Esa Perkasa Tbk (“Company”) held the Annual General Meeting of Shareholders (“Meeting”) at Dian Ballroom Raffles Hotel Jakarta. The Meeting was opened at 14.25 pm and was attended by the Shareholders of the Company with ownership of 8,780,859,005 shares representing 61.40 % of the total shares issued and fully paid-up in the Company. Therefore, the Meeting was competent to pass resolutions regarding the items on the agenda.

Prior to making the resolutions, the Meeting Chairperson offered the opportunity to the Shareholders to submit questions and/or opinions in each session of the Meeting agenda. The resolutions were made under deliberation for consensus mechanism; however, in the event that a decision based on deliberation for consensus is not reached, then the resolutions were made based on the votes agree of more than 1/2 (one half) of the total shares with voting rights issued legally at the Meeting.

Members of the Board of Commissioners and the Board of Directors attending the Meeting:

Board of Commissioners

Board of Directors

Hamid Awaluddin

:

President Commissioner & Independent Commissioner

Rahul Puri

:

Commissioner

Ida Bagus Rahmadi Supancana

:

Independent Commissioner

Garibaldi Tohir

:

President Director

Chander Vinod Laroya

:

Vice President Director

Ida Bagus Made Putra Jandhana

:

Director

Isenta

:

Director

Mukesh Agrawal

:

Independent Director

First Agendum

Approval and ratification of the Company’s Annual Report including the Company’s Financial Statements, the Board of Directors Report and the Board of Commissioners Supervisory Report of the Company for the period ended 31 December 2018;

Voting Results

Agreed + Abstained

Abstained

Disagreed

8.780.859.005 shares representing 100% of all valid shares present and / or represented at the Meeting.

Thus it was agreed by deliberation and consensus.

5.912.800

None

Resolutions

a.    Approved and ratified the Company’s Annual Report including the Company’s Board of Directors Report and the Board of Commissioners’ Supervisory Report of the Company for the financial year ended 31 December 2018;

b.    Ratified the Company’s Consolidated Financial Statements for the financial year ending December 31, 2018;

c.     Granted the full release and discharge (acquit et de charge) to all members of the Board of Directors and Board of Commissioners of the Company for management and supervision actions that have been carried out in the financial year ended 31 December 2018.

 

Second Agendum

Determination of the use of the Net Profit obtained by the Company for the fiscal year ended on 31 December 2018.

Voting Results

Agreed + Abstained

Abstained

Disagreed

8.780.859.005 shares representing 100% of all valid shares present and / or represented at the Meeting.

Thus it was agreed by deliberation and consensus.

None

None

Resolutions

Approved the determination of the use of Net Profits obtained by the Company for the financial year ended 31 December 2018 amounting to USD 41,412,428 as follows:

1.    In view of strengthening the Company’s balance sheet and to ensure the repayment of any liabilities in the future, the Company has decided not to distribute dividends for fiscal year 2018;

2.    Based on the above, the Net Profit of the Company for fiscal year 2018 will be recorded as Retained earnings.

 

Third Agendum

The appointment of the Independent Public Accountant which will audit the Company’s consolidated financial statements of the year ending on 31 December 2019 and provide authority to the Board of Commissioners of the Company to determine the honorarium and the requirements for the appointment of the Independent Public Accountant.

Voting Results

Agreed + Abstained

Abstained

Disagreed

8.780.859.005 shares representing 100% of all valid shares present and / or represented at the Meeting.

Thus it was agreed by deliberation and consensus.

5.912.800

None

Resolutions

1.    Approved the authorization of the Board of Commissioners to appoint the Public Accounting Firm to audit the Company’s Consolidated Financial Statements for the fiscal year 2019;

2.    Approved the granting of power to the Board of Commissioners to appoint a Substitute Public Accountant Office if the Public Accountant Office designated under the Capital Market rules and regulations cannot carry out its duties;

3.    Approved and granted of power to the Board of Commissioners, taking into account the recommendations of the Board of Directors, to establish reasonable appointment requirements and to determine the amount of compensation for the audit services of the appointed Public Accountant Office.

 

Fourth Agendum

Provide delegation of authority and rights to the Board of Commissioners to determine salary and/or honorarium and/or other allowances for members of the Board of Commissioners and members of the Board of Directors of the Company for the fiscal year 2019.

Voting Results

Agreed

Abstained

Disagreed

8.780.859.005 shares representing 100% of all valid shares present and / or represented at the Meeting.

Thus it was agreed by deliberation and consensus.

None

None

Resolutions

Approved the delegation of authority and rights to the Board of Commissioners to determine salary and/or honorarium and/or other allowances for members of the Board of Commissioners and members of the Board of Directors of the Company for the fiscal year 2019.

 

Fifth Agendum

Submission of the Report and Accountability of Realization of the Use of Funds Resulting from the Limited Public Offering I and Approval of the Changes/Addition of the Use of Funds resulting from the Limited Public Offering I.

Number of Shareholders who raised questions

None

Voting Results

Agreed

Abstained

Disagreed

8.716.456.505 shares representing 99,27% of all valid shares present and / or represented at the Meeting.

Thus it was agreed by deliberation and consensus.

None

64.402.500

Resolutions

1.      Accept the Realization Report on the Use of Funds from the Limited Public Offering I (PUT I) in 2018;

2.      Approved the amendment/additions of the Use of Funds from the Limited Public Offering I (PUT I) in 2018, to be as follows:

a.  The remaining funds of Rp. 31,777,435,164, – can be used to invest in the Company’s subsidiary (PT Panca Amara Utama).

b.  Any remaining funds availabe shall be used to finance the Company’s working capital and/or other operational needs of the Company based on the decision of the Company’s Board of Directors.

3.    Authorized the Board of Directors of the Company with substitution rights, whether jointly or individually, to appear before the competent authorities and notaries to declare the resolutions made in this Meeting, to sign deeds, to convey information, to create and to sign the necessary documents.

The meeting is closed at 15.32 Western Indonesian Time.