Implementation of the 2021 AGMS
| In 2021, the Company held an Annual General Meeting of Shareholders in Jakarta on May 24th, 2021. | |||
| Resolution of the AGMS May 24th, 2021 | |||
| I. | The agenda of the First Meeting decided: | ||
| a. | Accepted and approved the Company’s Annual Report for the financial year ending on 31-12-2020 (thirty-first of December two thousand and twenty), including the Board of Directors’ Report and the Supervisory Report of the Company’s Board Commissioners for the 2020 financial year (two thousand and twenty). | ||
| b. | Ratification of the Consolidated Financial Statements of the Company and its subsidiaries, which have been audited by the Public Accounting Firm of Paul Hadiwinata, Hidajat, Arsono, Retno, Palilingan & Partners on the financial statements of the 2020 (two thousand and twenty) financial year with the opinion, “Fair, in all material respects, the financial position of PT Saraswanti Anugerah Makmur, Tbk. and its Subsidiaries as of 31-12-2020 (the thirty-first of December two thousand and twenty), as well as the consolidated financial performance and cash flows for the year then ended, by the Financial Accounting Standards in Indonesia”. At the same time, it was giving full discharge and acquittal (acquit et de charge) to the Board of Directors and the Board of Commissioners for the management and supervision of the Company that was carried out during the 2020 Financial Year (two thousand and twenty), as long as it is not a criminal act or violates legal provisions and procedures. Applicable and recorded in the Company’s financial statements do not conflict with the laws and regulations. | ||
| II. | The Second Agenda decided: | ||
| 1. | Determine the distribution of dividends in the amount of Rp89,277,500,000.00 (eighty-nine billion two hundred seventy-seven million five hundred thousand Rupiah) or approximately 75.74{e7aacf99b281223f5ca98ca1a37518427582665e4d7bc1fcfe950707728953ad} (seventy-five point seven four percent) of the profit for the year to be distributed in the form of cash dividends to shareholders, whose names are recorded in the Company’s Register of Shareholders on 07-06-2021 (seventh of June two thousand twenty-one) at 15.00 West Indonesia Time (“Recording Date”) or in the amount of Rp17.42 (seventeen point four two Rupiah) per share as of the date of this Meeting, with due observance of the regulations of the Indonesia Stock Exchange for trading shares on the Indonesia Stock Exchange, with a note that for the Company’s shares which are in collective custody, the following provisions apply: | ||
| a. | Cum Cash Dividend in the Regular and Negotiated Market on 06-03-2021 (the third of June two thousand and twenty-one); | ||
| b. | Ex Cash Dividend in the Regular and Negotiated Market on 04-06-2021 (fourth of June two thousand and twenty-one); | ||
| c. | Cum Cash Dividend in the Cash Market on 07-06-2021 (seventh of June two thousand and twenty-one); | ||
| d. | Ex Cash Dividend at the Cash Market on 08-06-2021 (eighth of June two thousand and twenty-one). | ||
| 2. | It was determined that the remaining net profit for the current year for the financial year ending 31-12-2020 – (the thirty-first of December two thousand and twenty) is recorded as retained earnings by the Company. | ||
| 3. | Granting power of attorney to the Company’s Board of Directors to carry out everything related to the distribution of the dividends mentioned above by the prevailing laws and regulations. | ||
| III. | The Third Agenda decided: | ||
| It was approved to authorize the President Commissioner to determine the salary or honorarium and other benefits for members of the Board of Commissioners by taking into account the proposals and recommendations of the Nomination and Remuneration Committee to be further determined by the Board of Commissioners. | |||
| IV. | The Fourth Agenda decided: | ||
| 1. | Approved the reappointment of the Public Accounting Firm of Paul Hadiwinata, Hidajat, Arsono, Retno, Palilingan & Partners to carry out the Audit of the Company’s Financial Statements for the 2021 Financial Year (two thousand and twenty-one). | ||
| 2. | Delegating authority to the Board of Directors and the Board of Commissioners to: | ||
| a. | Appoint a Public Accountant at the Public Accounting Firm has been determined in this Meeting because the appointment of a public accountant needs to be adjusted to the results of the evaluation, and as long as the appointment is made subject to the criteria of the Public Accountant set out in the Company’s policies; | ||
| b. | Establish a Public Accountant and/or a Substitute Public Accounting Firm if the appointed Public Accounting Firm is unable to continue or carry out its duties for any reason based on the provisions and regulations of the capital market; and | ||
| c. | Determine the conditions, requirements for the appointment, and honorarium of the Substitute Public Accountant Office. | ||
| V. | The Fifth Agenda decided: | ||
| 1. | Approved changes to the Company’s Articles of Association to be adjusted to POJK Number 15/POJK.04/2020 and, for this purpose, grant power and authority to the Board of Directors of the Company to make such changes and adjustments as well as other actions deemed necessary to comply with the provisions of the POJK; and | ||
| 2. | Granting power and authority to the Company’s Board of Directors with substitution rights to take all necessary and/or required actions in connection with the amendment and rearrangement of the Company’s Articles of Association, but not limited to restating the decision, either partially or wholly in the form of a deed a notary, appearing before a notary, submits and signs all applications and other documents required by the applicable laws and regulations, all without exceptions. | ||
| Implementation of the 2020 AGMS | |||
| In 2020, the Company will hold 3 (three) Annual General Meetings of Shareholders, which will be held in Jakarta on 1 April 2020, 26 June 2020, and 17 November 2020. | |||
| Resolution of the AGMS April 1st, 2020 | |||
| I. | Approve: | ||
| a. | Issuance of shares in the Company’s portfolio of – a maximum of 1,000,000,000 (one billion) new shares representing 18.69{e7aacf99b281223f5ca98ca1a37518427582665e4d7bc1fcfe950707728953ad} (eighteen point six nine percent) of the issued and fully paid-up capital in the Company after the initial public offering, through an initial public offering to the public by taking into account: | ||
| – | Applicable laws and regulations, including Capital Market regulations and | ||
| – | Stock Exchange Regulations that apply at the place where the Company’s shares are listed. | ||
| Giving authority to the Board of Commissioners to determine the certainty of the number of shares issued through the Initial Public Offering to the public and the Commissioners’ authority can be delegated to the Company’s Board of Directors. | |||
| b. | Listing of all shares of the Company has been issued and fully paid upon the Indonesia Stock Exchange (IDX). | ||
| c. | Changes in the Company’s capital structure and composition by the Initial Public Offering results and the listing of the Company’s shares on the IDX in the context of the Initial Public Offering. | ||
| d. | Approved the implementation of the share allocation program for employees of the Company Employee Stock Allocation (“ESA”) in the framework of an Initial Public Offering with the amount and procedure to be determined by the Board of Directors of the Company with due observance of related regulations in the Capital Market sector and | ||
| e. | Give power to the Board of Directors of the Company to carry out all necessary actions connected with the ESA program. | ||
| II. | Increase the issued and paid-up capital of the Company from Rp435 billion to Rp512.5 billion, thereby amending article 4 paragraph 2 so that the next as follows: | ||
| a. |
Of the authorized capital, 29.45{e7aacf99b281223f5ca98ca1a37518427582665e4d7bc1fcfe950707728953ad} (twenty-nine point forty-five percent) or a total of 5,125,000,000,000 (five billion one hundred twenty-five million) shares, with a total nominal value of Rp512.5 billion by each shareholder with details and the nominal value of the shares as stated in the section before the end of the deed. |
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| b. | The subscribed capital, as referred to in Article 4 paragraph (2), has been subscribed and fully paid up by the shareholders with the following details: | ||
| – | PT Saraswanti Utama amounting to 3,806,250,000 shares, with a total nominal value of Rp380,625,000,000.00; | ||
| – | Tuan Insinyur Yohanes Noegroho Hari Hardono, amounting to 254,475,000 shares, with a total nominal value of Rp25,447,500,000.00; | ||
| – | Tuan Insinyur Yahya Taufik, amounting to 140,070,000 shares, with a total nominal value of Rp14,007,000,000.00; | ||
| – | Mrs. Agnes Martaulina Dwi Saraswanti Haloho amounting to 81,780,000 shares, with a total nominal value of Rp8,178,000,000.00; and | ||
| – | Mr. Andreas Adhi Harsanto, amounting to 67,425,000 shares, with a total nominal value of Rp6,742,500,000.00; | ||
| – | Public, amounting to 775,000,000 shares, with a total nominal value of Rp77,500,000,000.00 | ||
| A total of 5,125,000,000 shares, with a total nominal value of Rp512.5 billion | |||
| Resolution of the AGMS June 26th, 2020 | |||
| I. | First agenda decided: | ||
| a. | Accepted and approved the Company’s Annual Report for the financial year ending on 31-12-2019 (thirty-one December two thousand and nineteen) including the Board of Directors ‘Report and the Board of Commissioners’ Supervisory Report for the 2019 financial year (two thousand and nineteen). | ||
| b. | Ratification of the Consolidated Financial Statements of the Company and Subsidiaries that the Public Accounting Firm Paul Hadiwinata, Hidajat, Arsono, Retno, Palilingan & Rekan has audited as stated in their report Number 00861/2.1133/AU.1/04/0345-1/1/V/2020 dated May 11th, 2020, for the Financial Statements for the 2019 Financial Year with a fair opinion in all material respects, the financial position of PT Saraswanti Anugerah Makmur Tbk and Subsidiaries as of December 31st, 2020, as well as the consolidated financial performance and cash flows for the year ended on that date, under Financial Accounting Standards in Indonesia. At the same time providing full payment and release of responsibility (acquit et de charge) to the Board of Directors and the Board of Commissioners for the management and supervision of the Company that has been carried out during the 2019 Financial Year, as long as it is not a criminal act or violates applicable legal provisions and procedures and is recorded in the financial statements. Company and does not conflict with statutory regulations. | ||
| II. | Second agenda decided: | ||
| a. | Determine the distribution of dividends of IDR52,787,500,000.00 (fifty-two billion seven hundred eighty-seven million five hundred thousand rupiahs) to be distributed in the form of cash dividends of IDR10.30 (ten rupiah point thirty cents) per share, which his name is registered in the Shareholders Register of the Company on July 8th, 2020, at 16.00 Western Indonesian Time (Recording Date), with due observance of the regulations of the IDX for trading shares of companies in collective custody, the following provisions apply: | ||
| – | Cum Dividend in Regular and Negotiation Market on July 6th, 2020; | ||
| – | Ex Cash Dividend at the Regular Market negotiating on July 7th, 2020; | ||
| – | Cum Cash Dividend at the Cash Market on July 8th, 2020; | ||
| – | Ex Cash Dividend on the Market on July 9th, 2020; | ||
| – | Payment of cash dividends to eligible shareholders will be made by July 29th, 2020. | ||
| b. | Determine that the remaining net income for the current year for the financial year ended December 31st, 2019, is retained earnings. | ||
| c. | Give power to the Board of Directors of the Company to carry out everything connected with the dividend distribution mentioned above following the prevailing laws and regulations. | ||
| III. | Third agenda decided: | ||
| It was approved to authorize the President Commissioner to determine the salary or honorarium and other benefits for members of the Board of Commissioners by taking into account the Nomination and remuneration committee’s proposals and recommendations determined by the Board of Commissioners. | |||
| IV. | Fourth agenda decided: | ||
| a. | Approved the re-appointment of the Public Accounting Firm Paul Hadiwinata, Hidajat, Arsono, Retno, Palilingan & Partners to carry out an audit of the Company’s Financial Statements for the 2020 Financial Year. | ||
| b. | Delegates authority to the Board of Directors and the Board of Commissioners to: | ||
| – | Appoint a Public Accountant to a Public Accountant Firm appointed in this meeting because the appointment of a Public Accountant needs to be adjusted to the evaluation results and as long as the appointment is made subject to the criteria of a Public Accountant set out in Company policy. | ||
| – | Determine a substitute Public Accountant and/or Public Accountant Firm if the appointed Public Accounting Firm cannot continue or carry out its duties for any reason based on the provisions and regulations of the capital market and | ||
| – | Determine the conditions, terms of appointment, and an honorarium of the Substitute Public Accountant Firm. | ||
| Resolution of the EGMS November 17th, 2020 | |||
| I. | Approved to guarantee the assets of the Company and its subsidiaries in connection with Working Capital loan and Capital Expenditure loan facilities received by the Company and its subsidiaries from PT Bank Mandiri (Persero) Tbk.; | ||
| II. | Give power and authority to the Board of Directors of the Company to take all necessary actions connected with this guarantee. | ||
OFFICE
AMG Tower, 20th Floor, Jl. Dukuh Menanggal 1-A, Gayungan, Surabaya 60234, Jawa Timur.
Phone: +62-31 82516888, Fax: +62-31 82516555
BRANCH
Centennial Tower, 29th G Floor,
Jl. Gatot Subroto Kav. 24 - 25, Jakarta 12930
Phone: +62-21 22958480
Email Hubungan Investor :
investor.relation@saraswanti.com
Email Corporate Secretary :
corsec@saraswanti.com
Email Informasi Pupuk :
sam@saraswanti.com