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ANNOUNCEMENT OF SUMMARY OF MINUTES OF ANNUAL GENERAL MEETING OF SHAREHOLDERS PT ERA MANDIRI CEMERLANG Tbk (“COMPANY”)
ANNOUNCEMENT OF SUMMARY OF MINUTES OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT ERA MANDIRI CEMERLANG Tbk
(“COMPANY”)
In order to fulfill the provisions of Article 49 paragraph (1) and Article 51 paragraph (1) of the Financial Services Authority Regulation No. 15/POJK.04/2020 concerning the Plan and the Implementation of the General Meeting of Shareholders of Public Company ("POJK 15/2020"), the Board of Directors of the Company hereby announce the Summary of Minutes of the Company's Annual General Meeting of Shareholders ("Meeting") as follows:
A. The Meeting of the Company has been held on:
Day/Date : Wednesday/June 21, 2024;
Time : 10.17’ BBWI – 10.57’ BBWI;
Place : Gondangdia and Cikini, M Floor
Aston Pluit Hotel and Residence,
Jl. Pluit Selatan No. 1, North Jakarta 14450, Indonesia.
B. Agenda of the Meeting are as follows:
1. Approval and ratification of the Annual Report for the financial year ended December 31, 2023, which consists of:
a. Report on the management of the Company by the Board of Directors and the Report on the supervision of the Company by the Board of Commissioners for the financial year ended on December 31, 2023;
b. Financial Statements and ratification of the balance sheet as well as the calculation of profit and loss for the financial year ended on December 31, 2023 as well as granting and release and full acquittal (acquit et de charge) to all members of the Board of Directors and members of the Board of Commissioners of the Company for the management and supervision actions they have taken for the financial year ended on December 31, 2023.
2. Determination of the Company's profit and loss for the financial year ended on December 31, 2023.
3. Determination of the amount of salary and other benefits for members of the Board of Directors and members of the Board of Commissioners of the Company.
4. Appointment of Public Accountant who will audit the Company's financial statements for the financial year ended on December 31, 2024.
5. Re-appointment of the members of the Board of Directors and Board of Commissioners of the Company.
C. The Board of Commissioners and Board of Directors the Company present at this Meeting are as follows:
BOARD OF COMMISSIONERS:
Independent Commissioner : Mr. WELLY.
BOARD OF DIRECTORS:
President Director : Mr. JOHAN ROSE;
Director : Mr. TREDDY SUSANTO.
D. Based on the attendance list of the shareholders of the Meeting, the recorded number of shares present or represented in the Meeting is 506.583.700 shares, which constitute 60,79% from the total amount of shares that have been issued by the Company, which have valid voting rights as required by the Company's articles of association and POJK 15/2020.
E. The Company has provided opportunities for the shareholders and the proxy of shareholders to raised questions and/or provide opinions prior to the adoption of resolution for each agenda item of the Meeting.
F. In the Meeting, there were no shareholders or proxy of shareholders who raised questions and/or provided opinions regarding each agenda item of the Meeting.
G. The mechanism of adopting resolution of Meeting:
1. The mechanism of adopting resolution of Meeting was conducted in amicable manner. If no amicable resolution is reached, voting system is implemented in the Meeting through open voting system.
2. Shareholders were allowed to vote through Electronic General Meeting System KSEI (eASY.KSEI) provided by PT KUSTODIAN SENTRAL EFEK INDONESIA (“KSEI”).
3. Based on Article 11 paragraph 49 of the Company's Articles of Association and Article 47 of POJK 15/2020, shareholders with valid voting rights and have been present, both physically and electronically at the Meeting, but have not exercised their voting rights or abstained, are considered valid to attend the Meeting and cast the same vote as the majority of the voting shareholders by adding the said vote to the votes of the majority of the voting shareholders.
H. Voting results:
FIRST AGENDA OF THE MEETING:
Disagree : 4.000 votes
Abstain : 50.000 votes
Therefore the total number of shareholders who agreed was 506.579.700 votes, which constitute 99,99% of the total number of valid votes cast, therefore the Meeting with the majority of votes decided to APPROVED to the proposed resolutions of the first agenda of the Meeting that had been submitted.
SECOND AGENDA OF THE MEETING:
Disagree : 4.000 votes
Abstain : 0 votes
Therefore the total number of shareholders who agreed was 506.579.700 votes, which constitute 99,99% of the total number of valid votes cast, therefore the Meeting with the majority of votes decided to APPROVED to the proposed resolutions of the second agenda of the Meeting that had been submitted.
THIRD AGENDA OF THE MEETING:
Disagree : 4.000 votes
Abstain : 0 votes
Therefore the total number of shareholders who agreed was 506.579.700 votes, which constitute 99,99% of the total number of valid votes cast, therefore the Meeting with the majority of votes decided to APPROVED to the proposed resolutions of the third agenda of the Meeting that had been submitted.
FOURTH AGENDA OF THE MEETING:
The meeting unanimously decided to approve the proposed resolutions on the fourth agenda item of the Meeting that had been submitted.
FIFTH AGENDA OF THE MEETING:
Disagree : 54.000 votes
Abstain : 0 votes
Therefore the total number of shareholders who agreed was 506.529.700 votes, which constitute 99,99% of the total number of valid votes cast, therefore the Meeting with the majority of votes decided to APPROVED to the proposed resolutions of the fifth agenda of the Meeting that had been submitted.
I. Resolutions of the Meeting:
FIRST AGENDA OF THE MEETING:
Approved and ratified the Annual Report for the financial year ended on December 31, 2023, which consists of:
a. Report on the management of the Company by the Board of Directors and Report on the course of supervision of the Company by the Board of Commissioners during the financial year of 2023;
b. Financial Statements and Balance Sheet and calculation of profit and loss for the financial year ended on December 31, 2023;
thereby agree to grant full release and settlement (acquit et de charge) to the members of the Board of Directors and members of the Board of Commissioners of the Company for the management and supervisory actions they have taken during the financial year ended on December 31, 2023 as long as the actions are reflected in the Company's Annual Report and Financial Statements ended on December 31, 2023.
SECOND AGENDA OF THE MEETING:
Determine the use of the Company's net profit for the financial year ended on December 31, 2023, amounted to Rp 934.253.601,- (nine hundred thirty four million two hundred fifty three thousand six hundred and one Rupiah) for the development of the Company's business. and strengthening the capital structure so that no dividends are distributed to shareholders.
THIRD AGENDA OF THE MEETING:
Grant authority and power to the Board of Commissioners of the Company to determine the salary and/or honorarium and/or other allowances for members of the Board of Directors and members of the Board of Commissioners of the Company for the financial year of 2024, the implementation of which will be adjusted to the applicable regulations.
FOURTH AGENDA OF THE MEETING:
1. Delegate the authority to appoint a Public Accountant who will audit the Company's financial statements for the financial year ending on December 31, 2024, to the Board of Commissioners of the Company in order to comply with applicable regulations and obtain a suitable Public Accountant, with the provision that the criteria for a Public Accountant who can be appointed are a Public Accountants who registered in the Financial Services Authority, have audit experience in the Company's business activities, have adequate Human Resources and has Independence.
2. Approved the granting of authority to the Board of Commissioners to determine the honorarium and other reasonable requirements for the Public Accountant.
FIFTH AGENDA OF THE MEETING:
1. Approved to honorably dismiss all members of the Board of Directors and members of the Board of Commissioners who are still in office, effective as of the closing of this Meeting, by granting full release, settlement and discharge of responsibility (acquit et de charge) to all members of the Board of Directors and members of the Board of Commissioners who have been honorably dismissed, for the management and supervision actions that have been carried out by them, as long as their actions are reflected in the Annual Report and Annual Financial Report of the Company during their respective terms of office.
2. Approved the reappointment of Mr. JOHAN ROSE as President Director, Mr. TREDDY SUSANTO as Director, Mrs. LINA as President Commissioner, and Mr. WELLY as Independent Commissioner of the Company, effective as of the closing of the fifth Annual General Meeting of Shareholders of the Company after the appointment comes into effect, without prejudice to the rights of the Company's Annual General Meeting of Shareholders to dismiss at any time.
3. Determine the composition of the members of the Board of Directors and members of the Board of Commissioners of the Company for a new term of office, effective from the closing of this Meeting until the closing of the fifth Annual General Meeting of Shareholders of the Company after the appointment comes into effect, without prejudice to the rights of the Annual General Meeting of Shareholders of the Company to dismiss at any time, as follows:
BOARD OF DIRECTORS:
President Director : Mr. JOHAN ROSE;
Director : Mr. TREDDY SUSANTO.
BOARD OF COMMISSIONERS:
President Commissioner : Ms. LINA;
Independent Commissioner : Mr. WELLY.
4. Grant power to the Board of Directors of the Company and/or other appointed parties, either jointly or individually with the right of substitution, to state the resolutions of the fifth agenda item of this Meeting, in a separate deed before a Notary, including notifying the authorized agency and registering and taking the necessary actions in connection with the reappointment of all members of the Board of Directors and Board of Commissioners of the Company.
Jakarta, June 13, 2024
PT ERA MANDIRI CEMERLANG Tbk
Board of Directors of the Company
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT ERA MANDIRI CEMERLANG Tbk
(“COMPANY”)
In order to fulfill the provisions of Article 49 paragraph (1) and Article 51 paragraph (1) of the Financial Services Authority Regulation No. 15/POJK.04/2020 concerning the Plan and the Implementation of the General Meeting of Shareholders of Public Company ("POJK 15/2020"), the Board of Directors of the Company hereby announce the Summary of Minutes of the Company's Annual General Meeting of Shareholders ("Meeting") as follows:
A. The Meeting of the Company has been held on:
Day/Date : Wednesday/June 21, 2024;
Time : 10.17’ BBWI – 10.57’ BBWI;
Place : Gondangdia and Cikini, M Floor
Aston Pluit Hotel and Residence,
Jl. Pluit Selatan No. 1, North Jakarta 14450, Indonesia.
B. Agenda of the Meeting are as follows:
1. Approval and ratification of the Annual Report for the financial year ended December 31, 2023, which consists of:
a. Report on the management of the Company by the Board of Directors and the Report on the supervision of the Company by the Board of Commissioners for the financial year ended on December 31, 2023;
b. Financial Statements and ratification of the balance sheet as well as the calculation of profit and loss for the financial year ended on December 31, 2023 as well as granting and release and full acquittal (acquit et de charge) to all members of the Board of Directors and members of the Board of Commissioners of the Company for the management and supervision actions they have taken for the financial year ended on December 31, 2023.
2. Determination of the Company's profit and loss for the financial year ended on December 31, 2023.
3. Determination of the amount of salary and other benefits for members of the Board of Directors and members of the Board of Commissioners of the Company.
4. Appointment of Public Accountant who will audit the Company's financial statements for the financial year ended on December 31, 2024.
5. Re-appointment of the members of the Board of Directors and Board of Commissioners of the Company.
C. The Board of Commissioners and Board of Directors the Company present at this Meeting are as follows:
BOARD OF COMMISSIONERS:
Independent Commissioner : Mr. WELLY.
BOARD OF DIRECTORS:
President Director : Mr. JOHAN ROSE;
Director : Mr. TREDDY SUSANTO.
D. Based on the attendance list of the shareholders of the Meeting, the recorded number of shares present or represented in the Meeting is 506.583.700 shares, which constitute 60,79% from the total amount of shares that have been issued by the Company, which have valid voting rights as required by the Company's articles of association and POJK 15/2020.
E. The Company has provided opportunities for the shareholders and the proxy of shareholders to raised questions and/or provide opinions prior to the adoption of resolution for each agenda item of the Meeting.
F. In the Meeting, there were no shareholders or proxy of shareholders who raised questions and/or provided opinions regarding each agenda item of the Meeting.
G. The mechanism of adopting resolution of Meeting:
1. The mechanism of adopting resolution of Meeting was conducted in amicable manner. If no amicable resolution is reached, voting system is implemented in the Meeting through open voting system.
2. Shareholders were allowed to vote through Electronic General Meeting System KSEI (eASY.KSEI) provided by PT KUSTODIAN SENTRAL EFEK INDONESIA (“KSEI”).
3. Based on Article 11 paragraph 49 of the Company's Articles of Association and Article 47 of POJK 15/2020, shareholders with valid voting rights and have been present, both physically and electronically at the Meeting, but have not exercised their voting rights or abstained, are considered valid to attend the Meeting and cast the same vote as the majority of the voting shareholders by adding the said vote to the votes of the majority of the voting shareholders.
H. Voting results:
FIRST AGENDA OF THE MEETING:
Disagree : 4.000 votes
Abstain : 50.000 votes
Therefore the total number of shareholders who agreed was 506.579.700 votes, which constitute 99,99% of the total number of valid votes cast, therefore the Meeting with the majority of votes decided to APPROVED to the proposed resolutions of the first agenda of the Meeting that had been submitted.
SECOND AGENDA OF THE MEETING:
Disagree : 4.000 votes
Abstain : 0 votes
Therefore the total number of shareholders who agreed was 506.579.700 votes, which constitute 99,99% of the total number of valid votes cast, therefore the Meeting with the majority of votes decided to APPROVED to the proposed resolutions of the second agenda of the Meeting that had been submitted.
THIRD AGENDA OF THE MEETING:
Disagree : 4.000 votes
Abstain : 0 votes
Therefore the total number of shareholders who agreed was 506.579.700 votes, which constitute 99,99% of the total number of valid votes cast, therefore the Meeting with the majority of votes decided to APPROVED to the proposed resolutions of the third agenda of the Meeting that had been submitted.
FOURTH AGENDA OF THE MEETING:
The meeting unanimously decided to approve the proposed resolutions on the fourth agenda item of the Meeting that had been submitted.
FIFTH AGENDA OF THE MEETING:
Disagree : 54.000 votes
Abstain : 0 votes
Therefore the total number of shareholders who agreed was 506.529.700 votes, which constitute 99,99% of the total number of valid votes cast, therefore the Meeting with the majority of votes decided to APPROVED to the proposed resolutions of the fifth agenda of the Meeting that had been submitted.
I. Resolutions of the Meeting:
FIRST AGENDA OF THE MEETING:
Approved and ratified the Annual Report for the financial year ended on December 31, 2023, which consists of:
a. Report on the management of the Company by the Board of Directors and Report on the course of supervision of the Company by the Board of Commissioners during the financial year of 2023;
b. Financial Statements and Balance Sheet and calculation of profit and loss for the financial year ended on December 31, 2023;
thereby agree to grant full release and settlement (acquit et de charge) to the members of the Board of Directors and members of the Board of Commissioners of the Company for the management and supervisory actions they have taken during the financial year ended on December 31, 2023 as long as the actions are reflected in the Company's Annual Report and Financial Statements ended on December 31, 2023.
SECOND AGENDA OF THE MEETING:
Determine the use of the Company's net profit for the financial year ended on December 31, 2023, amounted to Rp 934.253.601,- (nine hundred thirty four million two hundred fifty three thousand six hundred and one Rupiah) for the development of the Company's business. and strengthening the capital structure so that no dividends are distributed to shareholders.
THIRD AGENDA OF THE MEETING:
Grant authority and power to the Board of Commissioners of the Company to determine the salary and/or honorarium and/or other allowances for members of the Board of Directors and members of the Board of Commissioners of the Company for the financial year of 2024, the implementation of which will be adjusted to the applicable regulations.
FOURTH AGENDA OF THE MEETING:
1. Delegate the authority to appoint a Public Accountant who will audit the Company's financial statements for the financial year ending on December 31, 2024, to the Board of Commissioners of the Company in order to comply with applicable regulations and obtain a suitable Public Accountant, with the provision that the criteria for a Public Accountant who can be appointed are a Public Accountants who registered in the Financial Services Authority, have audit experience in the Company's business activities, have adequate Human Resources and has Independence.
2. Approved the granting of authority to the Board of Commissioners to determine the honorarium and other reasonable requirements for the Public Accountant.
FIFTH AGENDA OF THE MEETING:
1. Approved to honorably dismiss all members of the Board of Directors and members of the Board of Commissioners who are still in office, effective as of the closing of this Meeting, by granting full release, settlement and discharge of responsibility (acquit et de charge) to all members of the Board of Directors and members of the Board of Commissioners who have been honorably dismissed, for the management and supervision actions that have been carried out by them, as long as their actions are reflected in the Annual Report and Annual Financial Report of the Company during their respective terms of office.
2. Approved the reappointment of Mr. JOHAN ROSE as President Director, Mr. TREDDY SUSANTO as Director, Mrs. LINA as President Commissioner, and Mr. WELLY as Independent Commissioner of the Company, effective as of the closing of the fifth Annual General Meeting of Shareholders of the Company after the appointment comes into effect, without prejudice to the rights of the Company's Annual General Meeting of Shareholders to dismiss at any time.
3. Determine the composition of the members of the Board of Directors and members of the Board of Commissioners of the Company for a new term of office, effective from the closing of this Meeting until the closing of the fifth Annual General Meeting of Shareholders of the Company after the appointment comes into effect, without prejudice to the rights of the Annual General Meeting of Shareholders of the Company to dismiss at any time, as follows:
BOARD OF DIRECTORS:
President Director : Mr. JOHAN ROSE;
Director : Mr. TREDDY SUSANTO.
BOARD OF COMMISSIONERS:
President Commissioner : Ms. LINA;
Independent Commissioner : Mr. WELLY.
4. Grant power to the Board of Directors of the Company and/or other appointed parties, either jointly or individually with the right of substitution, to state the resolutions of the fifth agenda item of this Meeting, in a separate deed before a Notary, including notifying the authorized agency and registering and taking the necessary actions in connection with the reappointment of all members of the Board of Directors and Board of Commissioners of the Company.
Jakarta, June 13, 2024
PT ERA MANDIRI CEMERLANG Tbk
Board of Directors of the Company
