NOTIFICATION OF
THE SUMMARY OF THE MINUTES OF
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT TUNAS BARU LAMPUNG Tbk
(Member of Sungai Budi Group)
Fully Integrated Palm Cooking Oil Producer
And Downstream Product And Fully Integrated Sugar Producer
(“The Company”)
The Board of Directors of the Company hereby notifies the summary of the minutes of the Annual General Meeting of Shareholders (“reffered to as “Meeting”) of the Company held in Hotel Westin – Ruang Padang Jl. H.R. Rasuna Said Kav. C-22 A, RT 2/RW 5, Karet Kuningan, Kecamatan Setiabudi, Jakarta Selatan 12940, on Friday dated August 14th, 2020 at 02.24 p.m Indonesia Western Time until 03.33 p.m Indonesia Western Time, to fulfill Article 51 point (2) of Financial Services Authority Regulation No. 15/POJK.04/2020 dated April 21st, 2020 on the Plans and Conducts The General Meeting of Shareholders of a Public Company (“POJK 15/2020”).
The Meeting was attended by :
Board of Commissioners
Commissioner | : | Oey Albert |
Commissioner Independent | : | Justinus Aditya Sidharta |
Board of Directors
President Director | : | Widarto |
Deputy President Director | : | Sudarmo Tasmin |
Director | : | Djunaidi Nur Oey Alfred |
The Shareholders Who Attended The Meeting
1. Elsa Gunawan as a representative of Widarto as the owner of 2.338.000 shares.
2. Helda Dominggus as a representative of Santoso Winata as the owner of 2.338.000 shares.
3. Jason Indrian Winata :
– in his capacity as Director of PT. Budi Delta Swakarya as the owner of 1.452.246.896 shares.
– as a representative of PT. Sungai Budi as the owner of 1.499.929.596 shares.
4. Public as the owner of 1.338.711.845 shares.
The Shareholder
The shareholders who attended the Meeting were the shareholders who represent 4.295.564.337 shares or 81,35 % of total shares who are have a voting right which are valid in the Meeting that are 5.279.889.539 shares.
According to the provision of the Article of Association of the Company and according to the provision of the laws and regulations including the provisions of regulation in the Capital Market, the Board of Directors of the Company among others have done things as follows:
1. Notify about the plan to conduct the Meeting to Financial Services Authority (”OJK”) through a letter dated on July 01st, 2020.
2. Announced the advertising of the notice and invitation of the Meeting to the Shareholders through 1 (one) daily newspaper in Bahasa Indonesia which is “BISNIS INDONESIA”. The advertising of the notice published on Wednesday, dated July 08th, 2020 and the advertising of the invitation published on Thursday, July 23th, 2020. The advertising of the notice and the advertising of the invitation already announced through the website of Indonesia Stock Exchange (BEI) and the Company’s website (www.tunasbarulampung.com) and the provider’s website E-GMS through the eASY.KSEI application with each date that is the same as the date on the newspaper mentioned above.
In discussion of every agenda of the Meeting, the shareholders/their representatives were given a change to ask questions related to the agenda of the Meeting that had been discussed.
The Mechanism of the decision-making in the Meeting were as follows:
1. a. For First Agenda until Fifth Agenda
The decision was taken by voting, which is conducted in writting with the Form of Statements Opinion and/or conducted verbally with a show of hands.
b. For Sixth Agenda
The decision was taken in the form of stipulations on the Sixth Agenda so there is no voting.
2. Shareholders and their representatives are expected to remain in the Meeting until the end. If any shareholders leave the Meeting during voting, then the relevant party is assumed to have agreed to all the Meeting’s decisions.
Agenda of the Meeting are as follows :
1. Approval and ratification of the Board of Directors’ Report on the course of business of the Company and the Company’s financial administration for financial year ended on December 31st, 2019 and approval and ratification on Financial Report of the Company which includes the Balance Sheet and Calculation of Earnings/Losses of the Company for the fiscal year ended on December 31st, 2019 which have been audited by Independent Public Accountant, and approval of the Annual Report of the Company, reports on supervisory duty of the Board of Commissioners of the Company for the financial year ended on December 31st, 2019, as well as releasing and discharging from all liabilities (acquit et de charge) to all members of the Board of Directors and the Board of Commissioners of the Company over the management and supervision carried out in the financial year ended on December 31st, 2019.
2. Determination of the use of the Company’s net profit for the year ended on December 31st, 2019.
3. Determination of salaries and benefits for members of the Board of Directors of the Company and salaries or honorarium and benefits for members of the Board of Commissioners of the Company which made pursuant to the recommendation from Company’s Remuneration and Nomination Committee.
4. Appointment of Public Accountant who will provide audit services for the Company’s Financial Statements for the year ended December 31st, 2020.
5. Approval of changes in the Company’s management.
6. Report on the use of public offering funds.
The Result of the Meeting were as follows :
Resolutions of the Meeting
Welcome, approve and ratify the Board of Directors’ Report on the course of business of the Company and the Company’s financial statement for the year ended on December 31st, 2019 and approval and ratification on Financial Report of the Company which includes the Balance Sheet and Calculation of Earnings/Losses of the Company for the financial year ended on December 31st, 2019 which have been audited by Independent Public Accountant, and approval of the Annual Report of the Company, reports on supervisory duty of the Board of Commissioners of the Company for the financial year ended on December 31st, 2019, as well as releasing and discharging from all liabilities (acquit et de charge) to all members of the Board of Directors and the Board of Commissioners of the Company over the management and supervision carried out in the financial year ended on December 31st, 2019.
Cash Dividend Distribution Schedule
Selanjutnya sehubungan dengan keputusan Agenda Rapat Kedua sebagaimana tersebut di atas dimana Rapat telah memutuskan untuk dilakukan pembayaran dividen tunai dengan jadwal dan tata cara sebagai berikut:
1. Jadwal Pembagian Dividen Tunai
No. | Description | Date |
1. | Announcement in Newspaper | August 19, 2020 |
2. | Announcement in the Indonesian Stock Exchange | August 19, 2020 |
3. | Cum Dividend in the Regular Market and Negotiation Market | August 27, 2020 |
4. | Ex Dividend in the Regular Market and Negotiation Market | August 28, 2020 |
5. | Recording Date | August 31, 2020 |
6. | Cum Dividend in the Cash Market | August 31, 2020 |
7. | Ex Dividend in the Cash Market | September 01, 2020 |
8. | Dividend Payment | September 16, 2020 |
2. Cash Dividend Distribution :
1. Cash Dividend will be distributed to the shareholders whose name is listed on the Shareholders List of the Company (“DPS”) or the recording date on August 31, 2020 and/or owner of Company shares in sub-accounts in PT Kustodian Sentral Efek Indonesia (“KSEI”) on the closing day trade on August 31, 2020.
2. For Shareholders whose shares are included in KSEI’s collective deposit, the cash dividend payment is conducted through KSEI and will be distributed to the Securities’ company account and/or Custodian Bank on September 16, 2020. Evidence of dividend payment will be given by KSEI to Shareholders through the Security Companies and/or Custodian bank where the Shareholders open their account. While the Shareholders whose shares aren’t included in KSEI’s collective deposit, the cash dividend payment will be transferred to the Shareholder’s account.
3. The cash dividend will be subject to taxes in accordance to current tax laws. The tax that will be implement will become the burden of the Shareholder and deducted from the total dividend that is rightfully the Shareholder’s.
4. For Shareholders who are domestic taxpayers in the form of legal entity who have not given their Taxpayer Identification Number (“NPWP”)they are required to provide the NPWP to KSEI or Securities Administration Bureau/BAE PT Adimitra Jasa Korpora with the address, Rukan Kirana Boutique Office, Jl. Kirana Avenue III Blok F 3 No. 5, Kelapa Gading, North Jakarta, the latest August 31, 2020 on 16:00 WIB. Without a valid NPWP, the cash dividend paid to the domestic taxpayer will be subject to PPh by 30%.
5. For Shareholders who are foreign taxpayers whose tax deduction is using a tariff based on the Double Taxation Avoidance Agreement (“P3B”), they are obliged to fulfill Article 26 Income Tax Law No. 36 Year 2008 on the fourth changes to Law No. 7 Year 1983 on Income Tax and Submission of form DGT-1 or DGT-2 that already legalized by the Tax Services Office for Corporate Entering the Stock Exchange (Kantor Pelayanan Pajak Perusahaan Masuk Bursa) to KSEI or BAE according to the regulation of KSEI, without the intended document, the cash dividend paid will be subject to PPh article 26 by 20%.
Jakarta, August 19th, 2020
PT TUNAS BARU LAMPUNG Tbk
The Board of Directors