Summary Minutes Of Extraordinary General Meeting Of Shareholders

Summary Minutes Of Extraordinary General Meeting Of Shareholders

The Board of Directors of PT Surya Esa Perkasa Tbk (hereinafter referred to as “the Company”), domiciled in South Jakarta, herewith announces that it has conducted an Extraordinary General Meeting of Shareholders (hereinafter referred to as “the Meeting / EGMS”)

Day / Date : Wednesday, 23 October 2019
Time : 14.35 pm – finished
Venue : JW Marriott Hotel, Dua Mutiara 1 Ballroom 2nd Fl Jl. DR Ide Anak Agung Gde Agung Kav. E.1.2 No. 1 & 2, Mega Kuningan, Jakarta 12950

The following are the Summary Minutes of 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
Prof. Dr. Ida Bagus Rahmadi Supancana : Independent Commissioner
Ida Bagus Made Putra Jandhana : Director
Isenta : Director
Mukesh Agrawal : Independent Director

  • Quorum of Shareholders

The Meeting was attended by the valid Shareholders or Shareholders proxy composing shares 10.473.229.939 or 73,23% from the entire shares issued and fully paid-in by the Company which validated by independent party (Securities Administration Bureau)

  • Meeting Agenda

In accordance with the Meeting Invitation advertisement announced in Kontan newspaper on, October 1st, 2019, the Meeting was held with the following agendas:

  1. Approval of Changes and/or Reappointment of Board of Directors and Board of Commissioners.
  2. Approval of Adjustment to the Articles of Association of the Company in compliance with requirements and provisions Government Regulation No. 24 Year 2018 regarding Electronic Integrated Business Licensing Services (Online Single Submission).
  • Question & Answer Session

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.

  • Mechanism of Resolutions

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:

  1. Pursuant to Article 11 paragraph (8) of the Company’s articles of association, the decision of the meeting for the First Agenda is valid if it is approved by more than 1/2 of the total number of shares with voting rights issued legally at the Meeting.
  2. Pursuant to Article 12 paragraph (1) of the Company’s articles of association, the decision of the meeting for the Second Agenda is valid if it is agreed by more than 2/3 of the total number of shares with voting rights that are legally issued at the Meeting
  • Meeting Resolutions
First Agenda
Approval of Changes and/or Reappointment of Board of Directors and Board of Commissioners.
No Shareholders Raised Questions: None
AgreedAbstainedDisagreed
Result 10.473.229.939 shares representing 100% of all valid shares present and / or represented at the Meeting.
Thus it was agreed by deliberation and consensus.
NoneNone

First Agenda Resolutions:

  1. Approved to ratify all the management actions of members of the Board of Directors of the Company namely Garibaldi Thohir, Ida Bagus Made Putra Jandhana and Isenta, and subsequently provide release and discharge (volledig acquit et de charge) to the members of the Board of Directors for the management actions that they have taken counted since the end of their term of office until the date of this Meeting as long as these acts do not constitute a criminal offense or a violation of the provisions of the applicable laws and regulations.
  2. Approve to reappoint members of the Board of Directors, namely:
  3. Garibaldi Thohir, as the President Director;
  4. Ida Bagus Made Putra Jandhana, as Director;
  5. Isenta, as Director;

As from the closing of the Meeting until the end of the term of office of the Company’s new Directors at the close of the Annual General Meeting of Shareholders in 2024.

  1. Reaffirming the appointment of Hamid Awaluddin as President Commissioner and Commissioner of the Company, as stated in the Deed dated June 9, 2017 number 15, made before GRACE SUPENA SUNDAH, Bachelor of Laws, Notary in South Jakarta. Therefore, the composition of the Company’s Board of Directors and Board of Commissioners will be as follows:

BOARD OF COMMISSIONERS

President Commissioner and Independent Commissioner Hamid Awaluddin
Vice President Commissioner Ir. Theodore Permadi Rachmat
Commissioner Rahul Puri
Independent Commissioner Prof. Dr. Ida Bagus Rahmadi Supancana

BOARD OF DIRECTORS

President Director Garibaldi Thohir
Vice President Director Chander Vinod Laroya
Director Ida Bagus Made Putra Jandhana
Director Isenta
Independent Director Mukesh Agrawal

Second Agenda
Approval of Adjustment to the Articles of Association of the Company in compliance with requirements and provisions Government Regulation No. 24 Year 2018 regarding Electronic Integrated Business Licensing Services (Online Single Submission).
No Shareholders Raised Questions: None
AgreedAbstainedDisagreed
Result10.473.229.939 shares representing 100% of all valid shares present and / or represented at the Meeting.
Thus, it was agreed by deliberation and consensus.
NoneNone

Second Agenda Resolutions:

  1. Approve the Adjustment of the Company’s Purpose and Objectives in Article 3 of the Company’s Articles of Association in connection with the Provisions of the Government of the Republic of Indonesia Number 24 of 2018 (two thousand eighteen) regarding the Electronic Single Integrated Business Licensing Service and the Joint Announcement of the Ministry of Law and Human Rights RI is adjusted to the 2017 Indonesian Business Field Book Classification (KBLI) (two thousand seventeen).
  2. Agree to subsequently amend Article 3 of the Company’s Articles of Association in connection with point 1 above.

PURPOSE AND OBJECTIVES AND BUSINESS ACTIVITIES

Article 3

  1. The Purpose and Objectives of the Company is to engage in the industry of fuels and products from refining and refining petroleum, supplying natural and artificial gas, petroleum mining, wholesale trading of solid, liquid, and gas fuels and related products, industries products from petroleum refineries, as well as natural and artificial gas distribution and supporting activities for petroleum and other natural gas mining.
  2. To achieve the aims and objectives above, the Company can carry out business activities as follows:

The main business activities are:

a. fuel industry and petroleum refining and refining products

b. procurement of natural and artificial gas

c. petroleum mining

d. major trade in solid, liquid, and gas fuels and related products

e. industrial products from petroleum refineries,


Supporting business activities, namely:

a. natural and artificial gas distribution

b. supporting activities of petroleum and other natural gas mining


The meeting is closed at 15.00 Western Indonesian Time.