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:
- The Meetings have been convened at Gerbera Room, Mezzanine floor, Hotel Mulia Senayan Jakarta, Jl. Asia Afrika Senayan, Jakarta 10270, on Wednesday, 31 May 2017, at 14.08 Western Indonesia Time until 14.30 Western Indonesia Time.
Agendas of the Annual General Meeting of Shareholders were:
- Approval of the Company Annual Report for the year 2016 and the Company Financial Statement for the year of 2016.
- Resolution on the utilisation of the Company’s profit of the year 2016.
- Approval on the appointment of Public Accountants to audit the Company Financial Statement of the year 2017.
- The members of Directors and Board of Commissioners attending the Meeting were Mr. Jemmy Eka Putra as President Director, Mr. Setiadi Setiokusumo as Director, Mr. Putu Darsana as Independent Director, Mr. Joseph Suprijanto as Director, Mr. Triono Hardyanto as Director, Mr. Tjiu Thomas Effendy as President Commissioner, Ms. Ong Mei Sian as Commissioner and Mr. Burhan Hidayat as Independent Commissioner.
- The Meeting was attended by 1,763,948,806 shareholders having valid voting rights or their proxies or representing 58.80% of the total number of shares having valid voting rights issued by the Company.
- The Meetings provided the opportunity to the shareholders to raise any questions and/or share any opinions related to each agendum of the Meetings.
- There was no shareholder raising questions and/or sharing opinions related to each agendum of the Meeting
- 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.
- 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:
| Agendum |
Agree |
Disagree |
Abstain |
| First Agenda of the Meeting |
1,763,948,806 votes (100.00%) |
0 votes (0.00%) |
0 votes (0.00%) |
| Second Agenda of the Meeting |
1,763,948,806 votes (100.00%) |
0 votes (0.00%) |
0 votes (0.00%) |
| Third Agenda of the Meeting |
1,761,278,406 votes (99.85%) |
2,670,400 votes (0.15%) |
0 votes (0.00%) |
- The resolutions related to each agendum of the Meetings are as follows:
First Agenda of the Annual General Meeting of Shareholders:
- Accepting and approving the Company Annual Report for the year ended on 31 December 2016, including the Report of Directors and the Supervisory Report of Board of Commissioners.
- Accepting and approving the Company Financial Statement for the year ended on 31 December 2016 which has been audited by Public Accountants Purwantono, Sungkoro & Surja, as contained in the report RPC-3407/PSS/2017 dated 29 March 2017 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 2016, to the extent that such actions are reflected in the Company Financial Statement for the year 2016.
The Second Agenda of the Annual General Meeting of Shareholders:
Approving the utilisation of profit for the year 2016 for the following purposes:
- Distribution of cash dividend of IDR88 (eighty eight Rupiah) for each share or 78.54% of the profit for the year attributable to owners of the parent in 2016, for 3,000,000,000 shares or in the amount of IDR264,000,000,000 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 Annual General Meeting of Shareholders:
- Approving to authorize the Board of Commissioners of the Company to appoint Public Accountant to audit the Company Financial Statement for the year 2017 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.
- Approving to Authorize the Directors of the Company to determine the fees of the Public Accountants for their services.
- 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 market.
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PT BISI INTERNATIONAL Tbk