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Tuesday, 13/06/2017

Summary of Minutes Annual General Meeting

PT. TEMBAGA MULIA SEMANAN Tbk
(“The Company”)
SUMMARY OF MINUTES
ANNUAL GENERAL MEETING

The Company Board of Directors hereby reports that the Company convened the Annual General Meeting of Shareholders (“Meeting”) as follows :

  1. Day/date : Friday, 9 June 2017
    Time : 2:10  – 3:23 Western Indonesian Time
    Venue : Hotel Ciputra Jakarta Victory 2 Room, Lantai 6, Jalan Jenderal S. Parman, Jakarta 11470

    Agenda:

    1. Approval of the Annual Report , including Supervisory Task Report of the Board of Commissioners of the Company for the financial year ended December 31, 2016 and Ratification of the Financial Report of the Company for the financial year ended December 31, 2016.
    2. Determination of appropriation of Company’s net profit for the financial year ended December 31, 2016.
    3. Appointment of Public Accountant to audit the Company’s book for financial year ending on 31 December 2017.
    4. The change of member of the Board of Commissioners and Board of Directors of the Company.
    5. Determination of the Salary and honorarium including Facility and other allowance for members of the Board of Directors and Board of Commissioners of the Company for year 2017.
  2. Announcement and Notice of the Meeting has been implemented in accordance with the provisions of article 21 paragraph (2) of the Company’s Article of Association and Financial Service of Authorithy rule No. 32/POJK04/2014 about the plan and implementation of the Public Company General Meeting of Shareholders as follows :
    1. Notification of the meeting planning to the Financial Services Authority through its letter dated April 25th 2017 number 009/TMS/M/IV/2017 and its revision dated May 4th, 2017 number 012/TMS/M/V/2017
    2. Announcement to shareholders concerning the Board of Directors plan to convene the Meeting , has been published in 1 (one) newspapers, namely “BISNIS INDONESIA” as well as upload on Indonesia Stock Exchange website and the Company’s website on May 4th, 2017.
    3. Notice to the Meeting to the Meeting to the shareholders to attend this Meeting has been published in 1 (one) newspapers, namely “BISNIS INDONESIA” as well as upload on Indonesia Stock Exchange website and the Company’s website on May 18th, 2017.
  3. Members of the Board of Commissioners and Board of Directors was attended in the Meeting :BOARD OF COMMISSIONERS
    1. President Commissioners : ELLY SOEPONO
    2. Commissioner : TAKATOSHI KAMIMURA
    3. Commissioner : RYUICHIRO TANAKA
    4. Independent Commissioner : DEWA NYOMAN ADNYANA
    5. Independent Commssioner : WANTINA DHARMAWI

    BOARD OF DIRECTORS

    1. President Director : MASAO TERAUCHI
    2. Director : HIROKI NAKAYAMA
    3. Director : YOSHIHIRO MIYASE
    4. Director : HERRY SETYONO
    5. Independent Director : HENGKY KARTASASMITA
  4. The meeting was attended by shareholders and/or valid proxies of shareholders representing 302,199,729 ( three hundred two million one hundred ninety nine thousand seven hundred twenty nine) shares or 82.27% (eighty two point two seven percent) of the entire shares with valid voting rights issued by the Company with total amount 367,340,000 (three hundred sixty seven million three hundred forty thousand) shares, with due attention to the Register of Shareholders of the Company as of May 17, 2017 up to 4:00 Western Indonesian Time, so that the quorum is required of The Articles of Association of the Company in conjunction with Article 23 paragraph 1 letter (a) juncto Article 26 paragraph 1 letter (a) of the POJK number 32/POJK04/2014 have been fulfilled and the Meeting was valid and was entitled to take a lawful and binding decision on matters relating discussed in accordance with the meeting.
  5. Opportunity for Shareholders to Ask Questions and/or Express Opinions.
    On the agenda of the Meeting has been given the opportunity to shareholders and/or the Proxy to ask questions and / or provide opinions.
  6. There was no Shareholders and / or Proxy of Shareholders submit any questions or responses to each agenda on matters discussed in the Meeting.
  7. Mechanism for adopting Meeting resolutions are adopted by consensus, but if any shareholders or proxy of shareholders does not consent or wishes to abstain, the resolution will be adopted by voting openly
  8. Decision result/votingDecision result of the Meeting is entirely unanimously approved by deliberation for consensus, as follows:In the First Agenda of the Meeting :”Meeting by deliberation to reach a consensus resolved :
    1. To approve the Annual Report of the Company for financial year of 2016, including the Supervisory Task Report of the Board of Commissioners; and
    2. To ratify Financial Report of the Company for financial year of 2016, which consists of the Balance Sheet and Profit and Loss Statement, which has been audited by the Public Accountant Purwantono, Sungkoro & Surja with “An Unmodified Opinion”, stated in its report dated March 17, 2017 number RPC-3430/PSS/2017;

    By the approval of Annual Report, including the Supervisory Task Reporet of the Board of Commissioners and ratification of the Financial Report of the Company for financial year of 2016, the Meeting also grant a complete acquittal and discharge (“volledig acquit et de charge”) to all members of the Board of Directors and the Board of Commissioners for all their management and supervisory actions carried out during the financial year of 2016 provided that such actions are reflected in the Annual Report and Financial Report of the Company for financial year of 3016, except for fraud, embezzlement and any other criminal acts”.

    In the Second Agenda of the Meeting :
    “ Meeting by deliberation to reach a consensus resolved :

    To approve the determine the Comprehensive profit of the Company for the Financial Year of 2016 in the amount of USD 7,227,005 will be set off with the Company’s accumulated losses in the financial year of 2015, therefore for the Financial Year of 2016 the Company recorded an accumulated loss in the total amount of USD 7,422,350 hence the Company will not distribute dividend for the financial for the Financial Year of 2016”.

    In the Third Agenda of the Meeting :
    “ Meeting by deliberation to reach a consensus resolved :

    1. 1. Approved the appointment of “RATNAWATI SETIADI” as a Public Accountant of Public Accounting Firm PURWANTONO, SUNGKORO & SURJA ( a member firm of Ernst & Young Global Limited) who will audit the Company’s book for the fiscal year 2017; and
    2. Delegate the authority to the Board of Commissioners to :- Determine honorarium and other requirements for the appointment of such Public Accountant;- Appoint the Public Accounting Firm replacement, with due regard to the proposal of the of Directors, if, for one reason or another reason, the appointed Public Accounting Firm can not perform its duties within the prescribed period and / or for any reason according to the consideration of the appointed Public Accounting Firm can not complete the Appointment”.

    In the Fourth Agenda of the Meeting :
    “Meeting by deliberation to reach a consensus resolved :

    1. To Reappointed:HERRY SETYONO as Director ;
      - HENGKY KARTASASMITA as Independent Director ;
      - ELLY SOEPONO as President Commissioner;
      - DEWA NYOMAN ADNYANA as Independent Commissioner;
      - WANTINA DHARMAWI as Independent Commissioner;
    2. To Appointed:SHIGERU NAKASHIMA as Commissioner
      - YUJI AIHARA as Director
      - MASAO TERAUCHI as Commissioner ;
      - SATOSHI TOSAKA as President Director ;
      - YOSHIHIRO MIYASE as Director

    Therefore, the composition of the Board of Directors and Board of Commissioners as of the closing of this meeting as follows :
    BOARD OF DIRECTORS
    President Director : SATOSHI TOSAKA
    Director : YOSHIHIRO MIYASE
    Director : HERRY SETYONO
    Director : YUJI AIHARA
    Independent Director : HENGKY KARTASASMITA

    BOARD OF COMMISSIONERS
    President Commissioner : ELLY SOEPONO
    Commissioner : MASAO TERAUCHI
    Commissioner : SHIGERU NAKASHIMA
    Independent Commissioner : DEWA NYOMAN ADNYANA
    Independent Commissioner : WANTINA DHARMAWI
    -term of office of all member of the Board of Directors and Board of Commissioners shall be ended on the closing Annual General Meeting of Shareholders which will be held in the year of 2019.

    -To approve the granting of authority to the Board of Directors of the Company, with the right of substitutions to restate the resolution in the fourth agenda of the Meeting in to notarial deed, and further to notify to change of composition of the Board of Commissioners of the Company to the Minister of Law and Human Rights of the Republic of Indonesia, to register in the Company’s Register, and to anything necessary pursuant to the prevailing laws and regulations of the Republic of Indonesia.”

    In the Fifth Agenda of the Meeting :
    “Meeting by deliberation to reach a consensus resolved :

    – Giving delegation of authority to the Board of Commissioners of the Company to determine the amount of salary and other allowances for members of the Board of Directors of the Company for the Fiscal year 2017, while the amount of salary and other allowances for members of the Board of Commissioners of the Company for fiscal year 2017 is in accordance with the practices set forth in the Company amounted less than 40% of salary and other allowances for all members of the Board of Directors of the Company for fiscal year 2017.”