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Friday, 17/05/2019

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       :     Wednesday, May 15th  2019

Time              :     14.14 pm – 15.31 pm Western Indonesian Time

Venue            :     Hotel Pullman Central Park, Room Warhol 1 & 2 Jln. Let.Jend. S. Parman, Kav. 28, Jakarta11470

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, 2018 and Ratification of the Financial Report of the Company for the financial year ended December 31, 2018.
  2. Determination of appropriation of Company’s net profit for the financial year ended December 31, 2018.
  3. Appointment of Public Accountant to audit the Company’s book for financial year ending on 31 December 2019.
  4. The change member of the Board 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 2019.
  6. The Amendment of the Articles of Association of the Company
  1. 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 Authority 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 March 29th 2019  number 007/TMS/III/2019 and revision of agenda dated April 12nd, 2019 number 016/TMS/IV/2019.
    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 April 8th, 2019.
    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 April 23th, 2019.
  1. Members of the Board of Commissioners and Board of Directors was attended in     the Meeting :

BOARD OF COMMISSIONERS

President  Commissioners     :     ELLY SOEPONO

Commissioner                       :     MASAO TERAUCHI

Commissioner                       :     SHIGERU NAKASHIMA

Independent Commissioner  :    DEWA NYOMAN ADNYANA

Independent Commssioner   :     WANTINA DHARMAWI

BOARD OF DIRECTORS

President Director                   :     SATOSHI TOSAKA

Director                                   :     KENJI YAMAGUCHI

Director                                   :     HERRY CAHYO TRI YUNIARTO

Independent Director            :     HENGKY KARTASASMITA

  1. The meeting was attended by shareholders and/or valid proxies of shareholders representing 326,666,400 ( three hundred twenty six  million six hundred sixty six  thousand four  hundred ) shares or  88.93% (eighty eight  point  nine three  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 April 22, 2019 up to 4:00  PM 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.
  1. The meeting shall be chaired by Mr. DEWA NYOMAN ADNYANA as Independent Commissioners dated May 1st, 2019 number 009/TMS/V/2019 in accordance with Article 22 of the Company’s Article of Association.
  1. 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.

G.   For all of agenda meeting there were no from shareholders and/or Proxy of  shareholders who submit the questions or responses regarding to discussed at the meeting.

H.    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.

I.     Decision result/voting.

Decision result of the Meeting is entirely unanimously approved by deliberation for consensus.
J.     In the Meeting, the decision was made as stated in the Deed of “The Minutes of     the Annual General Meeting of Shareholders of PT. TEMBAGA MULIA SEMANAN, Tbk.” dated May 15th, 2019 number 91, of which the minutes of meeting shall be made by Notary ASHOYA RATAM SH, Mkn., which principally was as following :

In the First Agenda of the Meeting :

“ Meeting by deliberation to reach a  consensus resolved :

  1. 1. To approve the Annual Report of the Company for financial year of 2018, including the Supervisory Task Report of the Board of Commissioners; and
  2. 2. To ratify Financial Report of the Company for financial year of 2018, 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 27, 2019 number 00301/2.1032/AU.1/04/0696-1/1/III/2019;

-By the approval of Annual Report, including the Supervisory Task Report of the Board of Commissioners and ratification of the Financial Report of the Company for financial year of 2018, 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 2018 provided that such actions are reflected in the Annual Report and Financial Report of the Company for financial year of 2018, 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 2018 in the amount of USD 6,377,441.-

Based on the aforementioned, then the Board of Directors propose the appropriation of the Income of Year as follows:

-          To approve the determine the Comprehensive profit of the Company for the Financial Year of 2018 in the amount of USD 6,377,441 as follows :

1.a. USD 955,084 or USD 0.00260 per share are distributed as cash dividends for fiscal  year 2018 to Shareholders of the Company; and

b. give Power of Attorney to the Board of Directors to prepare for distribution the

dividend following procedure of regulation from Indonesia Stock Exchange; and

2. The amount USD 5,422,357will be recorded as Retained Earnings for  Company’s business activities.”

In the Third Agenda of the Meeting :

“ Meeting by deliberation to reach a  consensus resolved :
 authorize and authorize the Board of Commissioners of the Company with due regard to the recommendation of the Audit Committee to appoint Public Accountant Firm registered with the Financial Services Authority which shall examine the statements of financial position and the calculation of comprehensive income and other parts of the Company’s financial statements for the fiscal year ending in dated 31-12-2019 (thirty one December two thousand and nineteen), and specifies the amount of the Public Accountant’s honorarium and other terms of appointment “.

In the Fourth Agenda of the Meeting :

“Meeting by deliberation to reach a  consensus resolved :

1. To Re-appoint : :

– Mr. SATOSHI TOSAKA as President  Director.

– Mr. KENJI YAMAGUCHI as Director.

– Mr. HERRY CAHYO TRI YUNIARTO as Director

– Mr. HENGKY KARTASASMITA as Independend Director

– Mrs. ELLY SOEPONO as President Commissioner

– Mr. MASAO TERAUCHI as Commissioner.

– Mr. SHIGERU NAKASIMA as Commssioner.

– Mr. DEWA NYOMAN ADNYANA as Independend Commissioner.

– Mrs. WANTINA DHARMAWI as Independent Commissioner.

2. To appoint :

– Mr. MITSURU YANASE as Director.


        Therefore, the composition of the members of the Board of Directors and  the   Board of Commissioners of the Company as of the closing of the Meeting is as follows:
       BOARD OF DIRECTORS :
       President Director       :   Mr. SATOSHI TOSAKA
       Director                        :   Mr. KENJI YAMAGUCHI
       Director                        :   Mr. MITSURU YANASE
       Director                        :   Mr. HERRY CAHYO TRI YUNIARTO
       Independent Director :   Mr. HENGKY KARTASASMITA
 
       BOARD OF COMMISSIONERS :
       President Commissioner     : Mrs. ELLY SOEPONO
       Commissioner                       : Mr. MASAO TERAUCHI
       Commissioner                       : Mr. SHIGERU NAKASHIMA
       Independent Commissioner : Mr. DEWA NYOMAN ADNYANA
       Independent Commissioner : Mrs. WANTINA DHARMAWI
 
       – the term of office of all members of the Board of Directors will be terminated upon  the closing of the Annual General Meeting of Shareholders to be held in 2021 (two thousand twenty one).
 
       – Approve the grant of power to the Board of Directors of the Company with the right of substitution to restate the fourth decision of the Meeting to the Notarial deed and further notify the change of the Board of Directors to the Minister of Justice and Human Rights of the Republic of Indonesia, to register it in the Company’s list, required in accordance with applicable 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 2019 (two thousand and nineteen), while the amount of salary and other allowances for members of the Board of Commissioners of the Company for fiscal year 2019 (two thousand and nineteen)  will be increased by not more  than 10% (ten percent) from last year .

In the Sixth Agenda of the Meeting :

To comply with Government Regulation number 24/2018 regarding Electric  Integrated Licensing Business Services.

“Meeting by deliberation to reach a  consensus resolved :

1. To approve the Amendment of the Article 3 of the Company’s Articles of  Association regarding to the Purpose, Objective, And Business Activities of the Company;

2. To approve the granting of power of attorney to the Board of Directors of the Company with the right of substitution to restate this resolution into a Notarial deed and submit application for the approval and/or to notify to the Minister of Law and Human Rights of the Republic of Indonesia. For the such purpose to conduct other action necessary in accordance with the applicable laws and regulations.

K.  SCHEDULE AND PROCEDURES FOR CASH DIVIDEND PAYMENT :
       1. The cash dividend distribution is carried out with the following schedule :

NO. DESCRIPTION DATE
1. Notification of dividend distribution and schedule to Financial Service Authority (“OJK”) and IDX May 17, 2019
2. Announcement on the IDX and advertisement in newspaper. May 17, 2019
3. End of stock trading period with dividend rights (Cum dividend):

? Regular and Negotiation Markets

? Cash Market

May 23, 2019

May 27, 2019

4. Early stock trading period without dividend rights (Ex Dividend)

? Regular and Negotiation Markets

? Cash Market

May 24, 2019

May 28, 2019

5. Date of register of Shareholders entitled to dividend (Recording date) May 27, 2019
6. Dividend date of payment June 14, 2019

2. Dividend payments will be made as follows :

a.      Those who are entitled to receive cash dividends are the Shareholders whose names are registered in the Company’s Shareholders List as of May 27, 2019 and/or the Company’s shareholders in the Securities Sub Account at PT. Indonesian Central Securities Depository (“KSEI”) at the close of trading of May 27, 2019 until 16.00 Indonesia Western Standard Time

b.      For Shareholders whose shares are included in KSEI’s collective custody, dividend payments will be made through KSEI and will be distributed to Securities Company accounts and/or Custodian Banks on June 14, 2019. Evidence of cash dividend payments will be delivered by KSEI to Shareholders through Securities Companies and/or Custodian Bank where the Shareholders open a securities account.

c.      For Shareholders who are still using scripts, payment of dividends will only be made through transfer ( bank transfer) to the Shareholder’s account. For this reason, Shareholders are requested to notify their Bank Account Numbers in written letters signed on stamp duty, at the latest received on May 27, 2019 at 16.00 Indonesia Western Standard Time to the Company’s Share Registrar, PT. Sirca Datapro Perdana, Jalan Johar No. 18 Menteng, Jakarta 10340, Telephone (021) 3900645 (“BAE”) without any administrative fees. If the Shareholders does not have a bank account, please contact the Company’s BAE as mentioned above to process the payment.

d.      Payment of dividends in Rupiah currency will be paid at a value equivalent to dividends paid in US Dollars currency based on Middle Exchange determined by Bank Indonesia on the recording date of entitled shareholders of dividends in the Company’s Shareholders List on May 27, 2019

e.      The Cash Dividend subject to tax in accordance with the tax law and regulations applied in the Republic of Indonesia. The amount of tax charged will be borne by the relevant Shareholders and deducted from the amount of cash dividend which is the rights of the relevant Shareholders.

f.       For Shareholders who are Domestic Taxpayers in the form of Legal Entity who have not listed the Taxpayer Identification Number (NPWP), are requested to submit their NPWP to KSEI or BAE not later than May 27, 2019 at 16.00 Indonesia Western Standard Time. Without NPWP, cash dividends is subject to 30% Income Tax (PPH).

g.     Shareholders who are foreign taxpayers whose tax deductions will use tariffs based on Double Tax Avoidance Agreements (P3B). must meet the requirements of the Director General of Taxes Regulation Number PER-25/PJ/2018 concerning P3B Implementation Procedures and submit DGT forms or signs receive e-SKD to the BAE (for Shareholders who are still using scripts) and to KSEI (for Shareholders registered in KSEI’s collective safekeeping) not later than May 27, 2019 at 16.00 Indonesia Western Standard Time or in accordance with the provisions stipulated by KSEI. Without the said document, the cash dividend paid will be subject to Income Tax (PPH) Article 26 of 20%.

h.      For Shareholders whose shares have been registered in KSEI’s collective custody, evidence of tax deduction for cash dividends can be collected at the Securities Company and / or Custodian Bank where the Shareholders open their securities account, and for script Shareholders will be sent to the Shareholders’ address.

i.       If there are future taxation problems or claims for cash dividends that have been received, then the Shareholders whose shares are kept in the collective custody of  KSEI are asked to settle them with a Securities Company and / or Custodian Bank where the Shareholders open a Securities Account.

This announcement is an official notification from the Company and the Company has not issued a special notification letter to the Shareholders.

Jakarta, May 17, 2019

Board of Directors of the Company