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 Meeting have been convened at Gerbera Room, Mezzanine floor, Hotel Mulia Senayan Jakarta, Jl. Asia Afrika Senayan, Jakarta 10270, on Monday, 28 May 2018, at 14.05 Western Indonesia Time until 14.32 Western Indonesia Time.
Agendas of the Annual General Meeting of Shareholders were:
- Approval of the Company Annual Report for the year 2017 and the Company Financial Statement for the year of 2017.
- Approval of the utilisation of the Company’s profit of the year 2017.
- Approval of the appointment of Public Accountants to audit the Company Financial Statement of the year 2018.
- 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 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 1,695,265,312 shareholders having valid voting rights or their proxies or representing 56.51% 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 |
1,695,065,312 votes (99.99%) |
0 votes (0.00%) |
200,000 votes (0.01%) |
| Second Agenda of the Meeting |
1,695,065,312 votes (99.99%) |
0 votes (0.00%) |
200,000 votes (0.01%) |
| Third Agenda of the Meeting |
1,680,935,912 votes (99.16%) |
14,129,400 votes (0.83%) |
200,000 votes (0.01%) |
- 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 2017, including the Report of Directors and the Report of Board of Commissioners.
- Accepting and approving the Company Financial Statement for the year ended on 31 December 2017 which has been audited by Public Accountants Purwantono, Sungkoro & Surja, as contained in the report RPC-6022/PSS/2018 dated 27 March 2018 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 2017, to the extent that such actions are reflected in the Company Financial Statement for the year 2017.
The Second Agenda of the Annual General Meeting of Shareholders:
Approving the utilisation of profit for the year 2017 for the following purposes:
- Distribution of cash dividend of IDR100 for each share or 74.41% of the profit for the year attributable to owners of the parent in 2017, for 3,000,000,000 shares or in the amount of IDR300,000,000,000 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:
- AApproving to authorize the Board of Commissioners of the Company to (i) appoint Public Accountant to audit the Company Financial Statement for the year 2018 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 (ii) 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.
- 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