Jakarta, 8th June 2017
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 (“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 :
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 :
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.
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.
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.
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 :
Jakarta, June 08th, 2017
PT TUNAS BARU LAMPUNG Tbk
The Board of Directors