NOTIFICATION OF THE SUMMARY OF THE MINUTES OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

Jakarta, 8th June 2017

 

NOTIFICATION OF

THE SUMMARY OF THE MINUTES OF

THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

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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 (“Meeting”) of the Company held in Hotel Shangri–La, Ruang Kalimantan, Jl. Jenderal Sudirman Kav. 1, Central Jakarta, on Tuesday, dated June 06th, 2017 at 02.15 p.m Indonesia Western Time until 03.00 p.m Indonesia Western Time, to fulfill Article 34 Financial Services Authority Regulation No. 32/ POJK.04/2014 dated December 08th, 2014 on the Plans and Conducts The General Meeting of Shareholders of a Public Company (“POJK 32/2014”) as amended by Indonesian Financial Services Authority Regulation No. 10/POJK.04/2017 on the Amendment to POJK 32/2014 (“POJK 10/2017”, collectively with POJK 32/2014 referred to as ”POJK”).

The Meeting was attended by :

Board of Commissioners

President Commissioner          : Santoso Winata

Commissioner                          : Oey Albert

Commissioner Independent     : Justinus Aditya Sidharta

Board of Directors

President Diretor                      : Widarto

Deputy President Director        : Sudarmo Tasmin

Director                                    : Djunaidi Nur

Oey Alfred

Mawarti Wongso

The Shareholders

1. Jason Indrian Winata as a representative of :

  • Widarto as the owner of 2.338.000 (two million three hundred and thirty eight thousand) shares.
  • Santoso Winata as the owner of 2.338.000 (two million three hundred and thirty eight thousand) shares.
  • Budi Delta Swakarya as the owner of 1.400.296.896 (one billion four hundred million two hundred and ninety six thousand eight hundred and ninety six) shares.
  • Sungai Budi selaku pemilik 1.337.473.414 (one billion three hundred and thirty seven million four hundred and seventy three thousand four hundred and fourteen) shares.

2. Public, as the owner of 1.871.312.535 (one billion eight hundred and seventy one million three hundred and twelve thousand five hundred and thirty five) shares.

The Shareholder

The shareholders who attended the Meeting were the shareholders who represent 4.613.758.845 (four billion six hundred and thirteen million seven hundred and fifty eight thousand and eight hundred and fourty five) shares or 86,37% (eighty six point tirty sevent percent) of total shares who have a voting right that are valid in the Meeting of 5.342.098.939 (five billion three hundred and fourty two million ninety eight thousand nine hundred and thirty nine) 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 April 20th, 2017.

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 Friday, dated April 28th, 2017 and the advertising of the invitation published on Monday, May 15th, 2017. 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) with each date the same with the date of the newspapers 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. The decision was taken by voting, which is conducted verbally with a show of hands.

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 is 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 the year ended on December 31st, 2016 and approval and ratification on the Financial Report of the Company which includes the Balance Sheet and Calculation of Earnings/Losses of the Company for the book year ended on December 31st, 2016 which have been audited by an Independent Public Accountant, and approval of the Annual Report of the Company, report on supervisory duty of the Board of Commissioners of the Company for the year ended on December 31, 2016, as well as releasing and discharging of 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 year ended on December 31st, 2016.

2. Determination of the use of the Company’s net profit for 2016.

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 for the financial year 2017 and the granting of authority to the President Commissioners of the Company to implement the determination of salaries or honorarium and benefits by considering the suggestions from the Board of Commissioners of the Company in which the suggestions were made pursuant to the recommendation from the Company’s Remuneration and Nomination Committee.

4. Delegation of authority and power to the Board of Commissioners to appoints a Public Accountant that will audit the Company’s books for the year ended 31st December 2017 including others terms and conditions that related to that appointment.

The Result of the Meeting were as follows :

  • First Agenda of the Meeting

Number of shareholder who ask a question : 132.600 shares.

Resolution of the Voting

Affirmative Votes      : 4.613.758.845 shares or 100 % of that were present

Abstain Votes           : 0 share or 0% of that were present

Disapproving Votes  : 0 share or 0% of that were present

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 administration for the year ended on December 31st, 2016 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 book year ended on December 31st, 2016 which have been audited by an Independent Public Accountant, and approval of the Annual Report of the Company, report on supervisory duty of the Board of Commissioners of the Company for the year ended on December 31, 2016, 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 year ended on December 31st, 2016.

  • Second Agenda of the Meeting

Number of shareholder who ask a question : 0 share

Resolution of The Voting

Affirmative Votes      : 4.613.758.845 shares or 100 % of that were present

Abstain Votes           : 0 share or 0% of that were present

Disapproving Votes  : 0 share or 0% of that were present

Resolution of The Meeting

Approve and set the use of the company net profit for the book year 2016 as follows:

giving a cash dividend of Rp. 266.650.846.950,- (two hundred and sixty six billion six hundred and fifty million eight hundred and fourty six thousand nine hundred and fifty Rupiah) which consists of an interim dividend Rp. 106.387.878.780,- (one hundred and six billion three hundred and eighty seven million eight hundred and seventy eight thousand seven hundred and eighty Rupiah) that has been paid on August 31st, 2016, and the remaining dividend to be paid of Rp. 160.262.968.170,- (one hundred and sixty billion two hundred and sixty two million nine hundred and sixty eight thousand one hundred and seventy Rupiah) and an amount of Rp. 500.000.000,- (five hundred million Rupiah) set as a reserve fund. The rest of the company’s net profit after deducting the reserve fund will be utilized for the operational activities of the Company which will be included in the post of “Retained Earnings”. Further, giving the power and authority to the Board of Directors of the Company to do all any necessary acts related to the implementation of decisions above mentioned including but not limited to make or ask to be made all deeds, letters and documents required, and attend to the authorized institution, one thing and another without any exclusion.

  • Third Agenda of the Meeting

Number of shareholder who ask a question : 0 share

Resolution of The Voting

Affirmative Votes      : 4.613.758.845 shares or 100 % of that were present

Abstain Votes           : 0 share or 0% of that were present

Disapproving Votes  : 0 share or 0% of that were present

Resolution of The Meeting

The determination of the salaries and benefits for members of the Board of Directors of the Company and the salaries or honorarium and benefits for members of the Board of Commissioners of the Company for the financial year 2017 and the granting of authority to the President Commissioners of the Company to implement the determination of salaries or honorarium and benefits by considering the suggestions from the Board of Commissioners of the Company in which the suggestions were made pursuant to the recommendation from Company’s Remuneration and Nomination Committee.

  • Fourth Agenda of the Meeting

Number of shareholder who ask the question : 0 share

Resolution of The Voting

Affirmative Votes      : 4.599.423.745 shares or 99,69% of that were present

Abstain Votes           : 0 share or 0% of that were present

Disapproving Votes  : 14.335.100 shares or 0,31% of that were present

Resolution of The Meeting

Giving delegation of authority and power to the Board of Commissioners to appoint a Public Accountant that will audit the Company’s books for the year ended December 31st, 2017 including others terms and conditions related to that appointment.

Cash Dividend Distribution Schedule

Furthermore in connection with the decision of the second agenda of the Meeting where the Meeting decided to pay a cash dividend with the schedule and procedure as follows:

1. Cash Dividend Distribution Schedule

No. Description Date
1. Announcement in Newspaper June 08, 2017
2. Announcement in the Indonesian Stock Exchange June 08, 2017
3. Cum Dividend in the Regular Market and Negotiation Market June 13, 2017
4. Ex Dividend in the Regular Market and Negotiation Market June 14, 2017
5. Recording Date June 16, 2017
6. Cum Dividend in the Cash Market June 16,  2017
7. Ex Dividend in the Cash Market June 19, 2017
8. Dividend Payment July 07, 2017

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 June 16th, 2017 and/or owner of Company shares in sub-accounts in PT Kustodian Sentral Efek Indonesia (“KSEI”) on the closing day trade on June 16, 2017.
  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 July 07, 2017. 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 Boutiqe Office, Jl. Kirana Avenue III Blok F 3 No. 5, Kelapa Gading, North Jakarta, the latest June 16, 2017 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, June 08th, 2017

PT TUNAS BARU LAMPUNG Tbk

The Board of Directors