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SUMMARY OF MINUTESOF ANNUALGENERAL MEETINGOF SHAREHOLDERS PT ERA MANDIRI CEMERLANG Tbk
ANNOUNCEMENT OF SUMMARY OF MINUTESOF
ANNUALGENERAL MEETINGOF SHAREHOLDERS
PT ERA MANDIRI CEMERLANG Tbk
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"), 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, August 25, 2021;
Time : 10.13’ BBWI s/d 11.04’ BBWI;
Place : Aston Pluit Hotel, Ballroom Gambir
Jl. Pluit Sel. No. 1, RT. 2/RW. 9, Kel. Pluit, Kec.Penjaringan, North Jakarta, Special Capital Region of Jakarta 14450.
B. Agenda of the Meeting are as follows:
1. Approval and ratification of the Annual Report for the financial year ending December 31, 2020, 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 for the financial year ending December 31, 2020;
b. Financial Statements and ratification of the balance sheet as well as the calculation of profit and loss for the financial year ending on December 31, 2020 as well as full grants and releases and settlements (acquit et de charge) to 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 to the financial year ending December 31, 2020.
2. Determination of the Company’s profit and loss for the financial year ending December 31, 2020.
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 a Public Accountant who will audit the Company's financial statements for the financial year ending on December 31,2021.
5. Changes in the composition of the Board of Directors and/or Board of Commissioners of the Company.
6. Adjustment of the Company's Articles of Association to accommodate new provisions regarding the planning and holding of a general meeting of shareholders of a public company in accordance with POJK 15/POJK.04/2020 and POJK 16/POJK.04/2020.
C. The Board of Commissioners and Board of Directors the Company present at this Meeting are as follows:
BOARD OF COMMISSIONERS:
Independent Commissioner : Mr. KASTURI DJULI, S.H., S.E.
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 500.138.100 shares, which constitute 60,02% from the total amount of 833.333.000 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.
E. In accordance with the provisions:
1. Article 11 paragraph 2 letter a of the Company's Articles of Association and Article 41 paragraph 1 letter a POJK 15, the agenda of the first meeting up to the agenda of the fifth meeting may be held if attended by shareholders and/or proxy of shareholders, who represent more than 1/2 (one-half) of the total number of shares with valid voting rights issued by the Company;
2. Article 12 paragraph 1 letter of the Company's Articles of Association and Article 42 letter a POJK 15, the agenda of the sixth meeting may be held if attended by shareholders and/or authorized shareholders, representing at least 2/3 (two-thirds) of the total number of shares with valid voting rights issued by the Company.
F. Since the Meeting was not attended by the shareholders and/or their proxies, which represent at least 2/3 (two-thirds) of the total shares with valid voting rights that have been issued by the Company, the Meeting only discussed the first agenda of the meeting to the fifth agenda of the meeting. The sixth agenda of the Meeting shall be discussed at the second Annual GMS. The Company will soon announce the date of the second Annual GMS at the Notice of the second Annual GMS.
G. 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.
H. 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.
I. 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 47 POJK 15, blank votes shall be considered as casting the same vote as the majority vote of shareholders who cast their votes.
J. Voting Results:
FIRST AGENDA OF THE MEETING:
At the time of adopting the resolution for the proposed resolution of the first agenda of the Meeting, there were no shareholders and the proxy of the shareholders who raised objections (disagreed) or cast vote of abstinence, therefore the resolutions of the first agenda of the Meeting is taken by unanimous vote.
SECOND AGENDA OF THE MEETING:
At the time of adopting the resolution for the proposed resolution of the second agenda of the Meeting, there were no shareholders and the proxy of the shareholders who raised objections (disagreed) or cast vote of abstinence, therefore the resolutions of the second agenda of the Meeting is taken by unanimous vote.
THIRD AGENDA OF THE MEETING:
Disagree : 2.000 votes
Abstain : 0 votes
Therefore the total number of shareholders who agreed is in the amount of 500.136.100 votes, which constitute 99,99% of the total number of votes legally cast, hence the Meeting with the majority votes resolve to ACCEPT the proposed resolution of the third agenda of the Meeting that has been submitted.
FOURTH AGENDA OF THE MEETING:
At the time of adopting the resolution for the proposed resolution of the fourth agenda of the Meeting, there were no shareholders and the proxy of the shareholders who raised objections (disagreed) or cast vote of abstinence, therefore the resolutions of the fourth agenda of the Meeting is taken by unanimous vote.
FIFTH AGENDA OF THE MEETING:
At the time of adopting the resolution for the proposed resolution of the fifth agenda of the Meeting, there were no shareholders and the proxy of the shareholders who raised objections (disagreed) or cast vote of abstinence, therefore the resolutions of the fifth agenda of the Meeting is taken by unanimous vote.
K. Resolution of the Meeting:
FIRST AGENDA OF THE MEETING:
Approve and ratify the Annual Report for the financial year ended on December 31, 2020, 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 2020;
b. Financial Statements and Balance Sheet and calculation of profit and loss for the financial year ended on December 31, 2020;
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, 2020 as long as the actions are reflected in the Company's Annual Report and Financial Statements ended on December 31, 2020.
SECOND AGENDA OF THE MEETING:
Determined the Company does not have a positive profit balance and no net profit of the Company for the financial year ended on December 31,2020, thereby agreeing that no provision of general reserve funds shall be made in accordance with the provisions of Article 70 of the Limited Companies Law and no dividends shall be distributed to the shareholders of the Company.
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 2021, 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, 2021, to the Board of Commissioners of the Company in order to comply with applicable regulations and obtain a suitable Public Accountant, with the provisions of the criteria and the limitation of Public Accountants that can be appointed is referring to the provisions in the Financial Services Authority Regulation No. 13/POJK.03/2017, including approved to grant authority to the Board of Commissioners to determine the honorarium and other reasonable requirements for the Public
Accountant.
2. Delegate the authority to appoint a substitute Public Accountant, in the event that the appointed Public Accountant for any reason whatsoever cannot complete/conduct the audit of the financial report of December 31, 2021, including approved to grant the authority to the Board of Commissioners to determine the honorarium and other reasonable requirements for the substitute Public Accountant.
FIFTH AGENDA OF THE MEETING:
1. Approved the resignation of Mr. KASTURI DJULI, S.H., S.E., from his position as Independent Commissioner of the Company, effective as of the closing of the Meeting, by granting full release, settlement and discharge of responsibility (acquit et de charge) for the supervisory actions that have been carried out in his term of office.
2. Approved to appoint Mr. WELLY to replace Mr. KASTURI DJULI, S.H., S.E., as Independent Commissioner of the Company, commencing from the closing of the Meeting until the remaining term of office of the Board of Commissioners of the Company.
3. Determined the composition of the Board of Commissioners and Board of Directors of the Company commencing from the closing of the Meeting until the closing of the fifth Annual General Meeting of Shareholders as of the appointment of the Board of Commissioners and the Board of Directors and of the Company who are still in office, namely until the the closing of Annual General Meeting of Shareholders on 2024, without prejudice to the rights of General Meeting of Shareholders to dismiss at any time, are as follows:
BOARD OF COMMISSIONERS:
President Commissioner : Mrs. LINA;
Independent Commissioner : Mr. WELLY.
BOARD OF DIRECTORS:
President Director : Mr. JOHAN ROSE;
Director : Mr. TREDDY SUSANTO.
4. Grant power of attorney to the Board of Directors of the Company and/or other appointed parties, either jointly or individually with right of substitution, to declare the resolution of the Meeting regarding the change in the composition of the members of the Board of Commissioners and Board of Directors of the Company in a separate deed before a Notary, including notifying the competent authority and registering and taking the necessary actions in connection with the change in the composition of the members of the Board of Commissioners and the Board of Directors of the Company.
Jakarta, August 27, 2021
PT ERA MANDIRI CEMERLANG Tbk
Board of Directors of the Company
ANNUALGENERAL MEETINGOF SHAREHOLDERS
PT ERA MANDIRI CEMERLANG Tbk
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"), 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, August 25, 2021;
Time : 10.13’ BBWI s/d 11.04’ BBWI;
Place : Aston Pluit Hotel, Ballroom Gambir
Jl. Pluit Sel. No. 1, RT. 2/RW. 9, Kel. Pluit, Kec.Penjaringan, North Jakarta, Special Capital Region of Jakarta 14450.
B. Agenda of the Meeting are as follows:
1. Approval and ratification of the Annual Report for the financial year ending December 31, 2020, 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 for the financial year ending December 31, 2020;
b. Financial Statements and ratification of the balance sheet as well as the calculation of profit and loss for the financial year ending on December 31, 2020 as well as full grants and releases and settlements (acquit et de charge) to 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 to the financial year ending December 31, 2020.
2. Determination of the Company’s profit and loss for the financial year ending December 31, 2020.
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 a Public Accountant who will audit the Company's financial statements for the financial year ending on December 31,2021.
5. Changes in the composition of the Board of Directors and/or Board of Commissioners of the Company.
6. Adjustment of the Company's Articles of Association to accommodate new provisions regarding the planning and holding of a general meeting of shareholders of a public company in accordance with POJK 15/POJK.04/2020 and POJK 16/POJK.04/2020.
C. The Board of Commissioners and Board of Directors the Company present at this Meeting are as follows:
BOARD OF COMMISSIONERS:
Independent Commissioner : Mr. KASTURI DJULI, S.H., S.E.
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 500.138.100 shares, which constitute 60,02% from the total amount of 833.333.000 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.
E. In accordance with the provisions:
1. Article 11 paragraph 2 letter a of the Company's Articles of Association and Article 41 paragraph 1 letter a POJK 15, the agenda of the first meeting up to the agenda of the fifth meeting may be held if attended by shareholders and/or proxy of shareholders, who represent more than 1/2 (one-half) of the total number of shares with valid voting rights issued by the Company;
2. Article 12 paragraph 1 letter of the Company's Articles of Association and Article 42 letter a POJK 15, the agenda of the sixth meeting may be held if attended by shareholders and/or authorized shareholders, representing at least 2/3 (two-thirds) of the total number of shares with valid voting rights issued by the Company.
F. Since the Meeting was not attended by the shareholders and/or their proxies, which represent at least 2/3 (two-thirds) of the total shares with valid voting rights that have been issued by the Company, the Meeting only discussed the first agenda of the meeting to the fifth agenda of the meeting. The sixth agenda of the Meeting shall be discussed at the second Annual GMS. The Company will soon announce the date of the second Annual GMS at the Notice of the second Annual GMS.
G. 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.
H. 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.
I. 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 47 POJK 15, blank votes shall be considered as casting the same vote as the majority vote of shareholders who cast their votes.
J. Voting Results:
FIRST AGENDA OF THE MEETING:
At the time of adopting the resolution for the proposed resolution of the first agenda of the Meeting, there were no shareholders and the proxy of the shareholders who raised objections (disagreed) or cast vote of abstinence, therefore the resolutions of the first agenda of the Meeting is taken by unanimous vote.
SECOND AGENDA OF THE MEETING:
At the time of adopting the resolution for the proposed resolution of the second agenda of the Meeting, there were no shareholders and the proxy of the shareholders who raised objections (disagreed) or cast vote of abstinence, therefore the resolutions of the second agenda of the Meeting is taken by unanimous vote.
THIRD AGENDA OF THE MEETING:
Disagree : 2.000 votes
Abstain : 0 votes
Therefore the total number of shareholders who agreed is in the amount of 500.136.100 votes, which constitute 99,99% of the total number of votes legally cast, hence the Meeting with the majority votes resolve to ACCEPT the proposed resolution of the third agenda of the Meeting that has been submitted.
FOURTH AGENDA OF THE MEETING:
At the time of adopting the resolution for the proposed resolution of the fourth agenda of the Meeting, there were no shareholders and the proxy of the shareholders who raised objections (disagreed) or cast vote of abstinence, therefore the resolutions of the fourth agenda of the Meeting is taken by unanimous vote.
FIFTH AGENDA OF THE MEETING:
At the time of adopting the resolution for the proposed resolution of the fifth agenda of the Meeting, there were no shareholders and the proxy of the shareholders who raised objections (disagreed) or cast vote of abstinence, therefore the resolutions of the fifth agenda of the Meeting is taken by unanimous vote.
K. Resolution of the Meeting:
FIRST AGENDA OF THE MEETING:
Approve and ratify the Annual Report for the financial year ended on December 31, 2020, 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 2020;
b. Financial Statements and Balance Sheet and calculation of profit and loss for the financial year ended on December 31, 2020;
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, 2020 as long as the actions are reflected in the Company's Annual Report and Financial Statements ended on December 31, 2020.
SECOND AGENDA OF THE MEETING:
Determined the Company does not have a positive profit balance and no net profit of the Company for the financial year ended on December 31,2020, thereby agreeing that no provision of general reserve funds shall be made in accordance with the provisions of Article 70 of the Limited Companies Law and no dividends shall be distributed to the shareholders of the Company.
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 2021, 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, 2021, to the Board of Commissioners of the Company in order to comply with applicable regulations and obtain a suitable Public Accountant, with the provisions of the criteria and the limitation of Public Accountants that can be appointed is referring to the provisions in the Financial Services Authority Regulation No. 13/POJK.03/2017, including approved to grant authority to the Board of Commissioners to determine the honorarium and other reasonable requirements for the Public
Accountant.
2. Delegate the authority to appoint a substitute Public Accountant, in the event that the appointed Public Accountant for any reason whatsoever cannot complete/conduct the audit of the financial report of December 31, 2021, including approved to grant the authority to the Board of Commissioners to determine the honorarium and other reasonable requirements for the substitute Public Accountant.
FIFTH AGENDA OF THE MEETING:
1. Approved the resignation of Mr. KASTURI DJULI, S.H., S.E., from his position as Independent Commissioner of the Company, effective as of the closing of the Meeting, by granting full release, settlement and discharge of responsibility (acquit et de charge) for the supervisory actions that have been carried out in his term of office.
2. Approved to appoint Mr. WELLY to replace Mr. KASTURI DJULI, S.H., S.E., as Independent Commissioner of the Company, commencing from the closing of the Meeting until the remaining term of office of the Board of Commissioners of the Company.
3. Determined the composition of the Board of Commissioners and Board of Directors of the Company commencing from the closing of the Meeting until the closing of the fifth Annual General Meeting of Shareholders as of the appointment of the Board of Commissioners and the Board of Directors and of the Company who are still in office, namely until the the closing of Annual General Meeting of Shareholders on 2024, without prejudice to the rights of General Meeting of Shareholders to dismiss at any time, are as follows:
BOARD OF COMMISSIONERS:
President Commissioner : Mrs. LINA;
Independent Commissioner : Mr. WELLY.
BOARD OF DIRECTORS:
President Director : Mr. JOHAN ROSE;
Director : Mr. TREDDY SUSANTO.
4. Grant power of attorney to the Board of Directors of the Company and/or other appointed parties, either jointly or individually with right of substitution, to declare the resolution of the Meeting regarding the change in the composition of the members of the Board of Commissioners and Board of Directors of the Company in a separate deed before a Notary, including notifying the competent authority and registering and taking the necessary actions in connection with the change in the composition of the members of the Board of Commissioners and the Board of Directors of the Company.
Jakarta, August 27, 2021
PT ERA MANDIRI CEMERLANG Tbk
Board of Directors of the Company
