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Thursday, 17/05/2018

SUMMARY OF MINUTES ANNUAL GENERAL MEETING

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 : Tuesday, May 15th 2018
    Time : 2:15 – 3:23 Western Indonesian Time
    Venue : Le Meridien Hotel Sasono Mulyo Ballroom 1, Jln. Jenderal Sudirman Kav 18 – 20 Jakarta 10220
    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, 2017 and Ratification of the Financial Report of the Company for the financial year ended December 31, 2017.
    2. Determination of appropriation of Company’s net profit for the financial year ended December 31, 2017.
    3. Appointment of Public Accountant to audit the Company’s book for financial year ending on 31 December 2018.
    4. 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.
    5. The change member of the Board of the Company.
  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 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 2018 number 007/TMS/M/III/2018.
    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 6th, 2018.
    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, 2018.
  3. 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
    Independent Commissioner : DEWA NYOMAN ADNYANA
    Independent Commssioner : WANTINA DHARMAWI

    BOARD OF DIRECTORS

    President Director : SATOSHI TOSAKA
    Director : YUJI AIHARA
    Director : YOSHIHIRO MIYASE
    Director : HERRY SETYONO
    Independent Director : HENGKY KARTASASMITA
  4. The meeting was attended by shareholders and/or valid proxies of shareholders representing 324,596,270 ( three hundred twenty four million five hundred ninety six thousand two hundred seventy) shares or 88.36% (eighty eight point three six 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 20, 2018 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.
  5. The meeting shall be chaired by Mr. DEWA NYOMAN ADNYANA as Independent Commissioners dated May 1st, 2018 number 006/TMS/M/V/2018 in accordance with Article 22 of the Company’s Article of Association.
  6. 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.
  7. There was 1 (one) Shareholders who provides advice in the First Agenda of the Meeting, while for other agenda was no Shareholders and / or Proxy of Shareholders submit any questions or responses to each agenda on matters discussed in the Meeting.
  8. 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.
  9. Decision result/voting
    Decision result of the Meeting is entirely unanimously approved by deliberation for consensus.
  10. 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, 2018 number 31, 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. To approve the Annual Report of the Company for financial year of 2017, including the Supervisory Task Report of the Board of Commissioners; and
    2. To ratify Financial Report of the Company for financial year of 2017, 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 28, 2018 number RPC-6080/PSS/2018;

    -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 2017, 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 2017 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 2017 in the amount of USD 7,583,671.00 will be set off with the Company’s accumulated losses in the financial year of 2016, therefore for the Financial Year of 2017 the Company recorded net profit in the total amount of USD 161,321.00 , which will be included as returned earnings, therefore the Company for fiscal year 2017 shall not distribute dividends.

    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 31-12-2018 (thirty one December two thousand and eighteen), 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 :
    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 2018 (two thousand and eighteen), while the amount of salary and other allowances for members of the Board of Commissioners of the Company for fiscal year 2018 (two thousand and eighteen) is in accordance with the practices set forth in the Company amounted less than 40% (forty percent) of salary and other allowances for all members of the Board of Directors of the Company for fiscal year 2018 (two thousand and eighteen)”.
    In the Fifth Agenda of the Meeting :
    “Meeting by deliberation to reach a consensus resolved :

    1. The resignation of Mr. YOSHIHIRO MIYASE as the Director of the Company;
    2. The resignation of Mr. HERRY SETYONO as the Director of the Company;
    3. Appoints Mr. KENJI YAMAGUCHI as Director of the Company to replace Mr. YOSHIHIRO MIYASE ;
    4. Appoints Mr. HERRY CAHYO TRI YUNIARTO as Director of the Company replace Mr. HERRY SETYONO.

    -Each since the closing of the Meeting.

    Therefore, the composition of the members of the Board of Directors of the Company as of the closing of the Meeting is as follows:

    President Director : Mr. SATOSHI TOSAKA
    Director : Mr. KENJI YAMAGUCHI
    Director : Mr. YUJI AIHARA
    Director : Mr. HERRY CAHYO TRI YUNIARTO
    Independent Director : Mr. HENGKY KARTASASMITA

    - 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 2019 (two thousand nineteen).

    -Approve the grant of power to the Board of Directors of the Company with the right of substitution to restate the fifth 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.

Jakarta, May 17, 2018
Board of Directors of the Company