Board of Directors of PT BISI International Tbk (the “Company”) hereby informs to all the shareholders of the Company on the summary of minutes of Annual and Extraordinary General Meetings of Shareholders (the “Meetings”) as follows:
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The Meetings have been convened at Gerbera Room, Mezzanine floor, Hotel Mulia Senayan Jakarta, Jl. Asia Afrika Senayan, Jakarta 10270, on Friday, 29 May 2015, at 14.10 Western Indonesia Time until 14.35 Western Indonesia Time for the Annual General Meeting of Shareholders and at 14.40 Western Indonesia Time until 14.50 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.
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The members of Board of Directors and Board of Commissioners attending the Meetings were Mr. Thomas Effendy as Commissioner, Mr. Burhan Hidayat as Independent Commissioner, Mr. Jemmy Eka Putra as President Director, Mr. Setiadi Setiokusumo as Director, Mr. Joseph Suprijanto as Director and Mr. Triono Hardyanto as Director.
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The Annual General Meeting of Shareholders was attended by 2,018,632,588 shareholders having valid voting rights or their proxies or representing 67.29% of the total number of shares having valid voting rights issued by the Company.
The Extraordinary General Meeting of Shareholders was attended by 2,001,988,088 shareholders having valid voting rights or their proxies or representing 66.73% of the total number of shares having valid voting rights issued by the Company.
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The Meetings provided the opportunity to the shareholders to raise any questions and/or share any opinions related to each agendum of the Meetings.
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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.
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The resolutions, the voting results and the number of shareholders raising questions and/or sharing opinions related to each agendum of the Meetings are as follows:
First Agenda of the Annual General Meeting of Shareholders:
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Resolutions:
Approving the utilisation of profit for the year 2014 for the following purposes:
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Allocation of IDR10,000,000,000 for the reserve fund as required under Article 70 of the Company Law and Article 22 paragraph (1) of the Company Articles of Association;
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Distribution of cash dividend of IDR21 (twenty one Rupiah) for each share or 38.12% of the total Company profits for the year 2014, for 3,000,000,000 shares or in the amount of IDR63,000,000,000 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
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The remaining profit shall be allocated for the retained earning.
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The resolution of this agenda has been made by way of deliberation to achieve mutual resolutions.
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There was no shareholder raising questions and/or sharing opinions related to this agenda.
The Second Agenda of the Annual General Meeting of Shareholders:
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Resolutions:
Approving the utilisation of profit for the year 2014 for the following purposes:
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Allocation of IDR10,000,000,000 for the reserve fund as required under Article 70 of the Company Law and Article 22 paragraph (1) of the Company Articles of Association;
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Distribution of cash dividend of IDR21 (twenty one Rupiah) for each share or 38.12% of the total Company profits for the year 2014, for 3,000,000,000 shares or in the amount of IDR63,000,000,000 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
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The remaining profit shall be allocated for the retained earning.
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The resolution of this agenda has been made by way of deliberation to achieve mutual resolutions.
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There was no shareholder raising questions and/or sharing opinions related to this agenda.
The Third Agenda of the Annual General Meeting of Shareholders:
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Resolutions:
Approving the appointment of public accountant firm Purwantono, Suherman & Surja as the public accountants to audit the Company Financial Statement for the year 2015 and authorizing the Board of Directors to determine the fees of the Public Accountants for their services.
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(1) The shareholders casting votes “Disagree” were 2,402,900 shares or 0.12% of the total shares with voting rights attending the Annual General Meeting of Shareholders; (2) no shareholder casting vote “Abstain”; and (3) the shareholders casting votes “Agree” were 2,016,229,668 shares or 99.88% of the total shares with voting rights attending the Annual General Meeting of Shareholders.
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There was no shareholder raising questions and/or sharing opinions related to this agenda.
The Agenda of the Extraordinary General Meeting of Shareholders:
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Resolutions:
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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;
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Redrafting the entire Articles of Association pursuant to the appendix attached in Deed of Minutes of Meetings; and
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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.
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(1) The shareholders casting votes “Disagree” were 2,402,900 shares or 0.12% of the total shares with voting rights attending the Extraordinary General Meeting of Shareholders; (2) no shareholder casting vote the “Abstain”; and (3) the shareholders casting votes “Agree” were 1,999,585,188 shares or 99.88% of the total shares with voting rights attending the Extraordinary General Meeting of Shareholders.
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There was no shareholder raising questions and/or sharing opinions related to this agenda.
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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.bisi.co.id taking into account the prevailing regulations on capital markets, in particular Article 36 of POJK 32.
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PT BISI INTERNATIONAL Tbk