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Investor Relations| Press Releases
SUMMARY NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS WITH SCHEDULE

 

PT FAJAR SURYA WISESA Tbk. (”Company”)

Domicile at Jakarta Pusat

SUMMARY NOTICE OF

ANNUAL GENERAL MEETING OF SHAREHOLDERS

 WITH SCHEDULE AND PROCEDURES FOR  DIVIDEND CASH DISTRIBUTION

The Board of Directors of the Company hereby announces to its shareholders that the Company has held an Annual General Meeting of Shareholders (“Meeting”) on Tuesday, 24 April 2018 at Mercantile Athletic Club, Batur Room, World Trade Center, Lantai 18, Jl. Jenderal Sudirman Kav. 31, Jakarta 12920

 
Members of the Board of Commissioners and Board of Directors present at the Meeting, as follows:
 
The Board of Commissioners:
President Commissioner and   
Independent Commissioner              : Mr. Sudarmanto
Commissioner                                 : Mr. Winarko Sulistyo
Independent Commissioner              : Mr. Tony Tjandra
 
The Board of Directors:                    
President Director and
Independent Director                          : Mr. Yustinus Yusuf Kusumah
Independen Director                           : Mr. Roy Teguh
Director                                              : Mrs. Vilia Sulistyo
Director                                              : Mr. Wimba Wibawa Wanadiardja
Director                                              : Mr. Sentot Eko Junianto
Director                                              : Mr. Arif Razif
                               
I.             Meeting :
a.       Meeting was attended by shareholders and / or the power of the legitimate shareholders as much as 2,361,745,009 (two billion three hundred sixty one million seven hundred forty five thousand and nine ) shares, representing 95.313% (ninety five point three one three percent) of 2,477,888,787 (two billion four hundred seventy-seven million eight hundred eighty-eight thousand seven hundred and eighty-seven) shares, representing the entire issued shares of the Company with voting rights is legitimate.
 
                b. Meeting opened at 10.49 AM
 
                c. The Agenda of the Meeting is as follow :
a.       Approval and ratification of the Report of the Board of Directors regarding the course of business of the Company and the Financial Administration of the Company for the fiscal year ended 31 December 2017, as well as the approval and ratification of the Company's Financial Statements include the Balance Sheet and Profit/Loss Account for the financial year ended on 31 December 2017, approval of the Annual Report and the report of the Board of Commissioners supervisory tasks and provide a release and discharge of responsibility (acquit et de charge) to all members of the Board of Directors and Board of Commissioners for the actions of management and supervision that have been implemented over the years ended 31 December 2017.
b.       Determination of the use of profits of the Company for the year ending on 31 December 2017.
c.        Appointment of Independent Public Accounting Firm who will audit the books of the Company ended on 31 December 2018 and the granting of authority to the Board of Commissioners to determine the honorarium of the Independent Public Accountant and other requirements of the appointment.
d.       Approval of the change of composition of the Board of Commisioners of the Company as well as determination of salary and other benefits for members of the Board of Directors and honorarium and other benefits for members of the Board of Commissioners of the Company for the financial year 2018.
e.        Approval of the Company's plan to pledge part or all of the assets or the assets of the Company which constitute more than 50% (fifty percent) of total net assets of the Company in one or more transactions or provide corporate guarantees, both of which are related to each other and not, in order to obtain loans, credit and/or other facilities of one or more banks, financial institutions and/or other third parties and provide the power and authority with the right of substitution, to the Board of Directors to carry out the underwriting net worth of the Company, including but not limited to make or request made all deeds, letters or documents are required, appearing before the party/competent authorities, including notaries, apply to the parties/authorities to obtain approval or report the matter to the party/competent authority as defined in applicable legislation.
d.       At the Meeting is given an opportunity to ask questions and / or give opinions regarding each agenda of the Meeting, but within Meeting no shareholders who ask questions and / or provide opinions related to each agenda of the Meeting.
e.        Resolutions of Meeting :
 
                First Agenda
 
1.       Approve the Annual Report of the Board of Directors of the Company for the fiscal year ending on 31 December 2017 including the report of the supervisory duties of the Board of Commissioners of the Company for the fiscal year ending 31 December 2017
2.       Ratify the Company's Financial Statement, including the Company's Balance Sheet and Profit and Loss Statement for the financial year ended on 31 December 2017 audited by Public Accountant Office Satrio Bing Eny & Partners, as published in its Report dated 19 February 2018 No. GA 118 0051 FSW AI and fully discharge and discharge to all members of the Board of Directors and the Board of Commissioners of the Company for the actions of management and supervision carried out during the financial year ending on 31 December 2017, such actions are reflected in the Company's Financial Statements for the financial year ended on 31 December 2017 and the Annual Report of the Board of Directors of the Company for the financial year ended on 31 December 2017.
               
Decision : Deliberation for consensus.
 
Second Agenda
 
1.       To determine the use and / or distribution of profit of the Company Rp 595,868,198,714 (five hundred  ninety five billion eight hundred sixty eight million one hundred ninety eight thousand seven hundred and fourteen Rupiah) for the financial year ended on 31 December 2017 as follows :
a.                   48.65% (forty eight point sixty five percent) or Rp 289,912,988,079 (two hundred eighty nine billion nine hundred twelve million nine hundred eighty eight thousand and seventy nine Rupiah) shall be distributed as cash dividends for Fiscal year 2017 to shareholders, or Rp 117 (one hundred and seventeen Rupiah) per share, calculated with an interim dividend of Rp 55 (fifty five Rupiah) per share, which has been distributed to shareholders on 12 December 2017, so that the remaining cash dividends to be distributed to shareholders amounted to Rp 62 (sixty two Rupiah) per share.
b.                   0.03% (zero point zero three percent) or Rp 200,000,000 (two hundred million Rupiah) will be used as reserve fund in accordance with the provisions of Indonesian Company Law (UUPT).
c.                    51.32% (fifty one point thirty two percent) or Rp 305,755,210,635, - (three hundred five billion seven hundred fifty five million two hundred ten thousand and six hundred thirty five Rupiah) which is the net residual income will be used as working capital and anticipation of the Company's expansion financing plan.
2.       Provide authority to the Company's Board of Directors to exercise the intended use and / or distribution of benefits, including to set a schedule related to such benefit sharing.
 
Decision : Deliberation for consensus.
 
Third Agenda
 
Approve to authorize the Board of Commissioners on the recommendation of the Audit Committee to appoint a Public Accountant who will audit the Company's books for the financial year ending on 31 December 2018 in accordance with POJK No.13 / POJK.03 / 2017 criteria on Service Use Public Accountant and Public Accountant Firm in Financial Services Activities as well as determining honorarium and other requirements in connection with the appointment and appointment of such Public Accountant.
 
Decision : Deliberation for consensus.
                                               
Fourth Agenda
 
1.       a. Accept and Approve the resignation of Mrs Lila Noto Pradono as Commisioner of the Company, which the resignation letter has been received by the Company as of 08 March 2018, effective since the closing of this Meeting.
b.      Change the composition of the Board of Commissioners so that the composition of the Board of Commissioners and Board of Directors of the Company from the conclusion of this Meeting until Annual General Meeting of Shareholders in 2022 are as follows:
 
The Board of Commissioners:
President Commissioner and   
Independent Commissioner              : Mr. Sudarmanto
Commissioner                                 : Mr. Winarko Sulistyo太阳城集团娱乐城
Independent Commissioner              : Mr. Tony Tjandra
 
The Board of Directors:                    
President Director and
Independent Director                          : Mr. Yustinus Yusuf Kusumah
Independen Director                           : Mr. Roy Teguh澳门顶级娱乐太阳城集团
Director                                             : Mrs. Vilia Sulistyo
Director                                             : Mr. Wimba Wibawa Wanadiardja
Director                                             : Mr. Sentot Eko Junianto
Director                                             : Mr. Arif Razif
                                                                               
2.       Establish the amount and type of honorarium and allowances for the members of the Board of Commissioners of the Company to rise as high as 8% (eight percent) of the amount and type of honorarium and allowances for current members of the Board of Commissioners, and shall come into force from the conclusion of this Meeting until closing Meeting held in 2019.
3.       To approve delegated authority to the Board of Commissioners of the Company, to determine the amount of salary and allowances for members of the Board of Directors of the Company.
4.       To authorize the Board of Directors of the Company with the right of substitution to declare this Meeting Decision in a separate Notary Act and notify the change of data of the Company to the Minister of Law and Human Rights of the Republic of Indonesia, including to arrange licenses from the competent authorities in accordance with the prevailing laws and regulations.
 
Decision : Deliberation for consensus.
               
               
Fifth Agenda
 
Approval to the Company's plan to pledge part or all of the Company's assets or assets which constitute more than 50% (fifty percent) of the Company's net worth or provide Corporate Guarantee in 1 or more transactions, either related to each other or not, in order to obtain loans, credit and / or other facilities from one or more banks, financial institutions and / or other third parties by granting authority and power both individually and jointly with substitution rights to the Board of Directors of the Company with the approval of the Council Commissioner, to guarantee a substantial portion of the Company's assets and / or the granting of a Corporate Guarantee on the loan facility that has been and / or will be received by the Bank from the Bank or other financial institution in which the Corporate Guarantee can be made effective from closing of this Meeting up to at the closing of the next 3rd Annual General Meeting of Shareholders. This Agreement includes but is not limited to making or obtaining any necessary deeds, letters or documents, present before the competent authorities, including notaries, applying to the competent authorities to obtain approval or to report the said matter to the authorized authorities / authorities as referred to in the prevailing laws and regulations, one thing or another without any exceptions.
 
Decision : Vote does not agree: 4,080,100 (four million eighty thousand and one hundred) shares or represents 0.173% (zero point one seven three percent); (ii) Votes abstained: Nil; And (iii) Votes agree: 2,357,664,906 (two billion three hundred fifty seven million six hundred sixty four thousand and nine hundred six) shares or represents 99.827% (ninety nine point eight two seven percent). Therefore, the meeting with the most votes approved the decision of the fifth agenda of the Meeting.
                                               
                f.             Meeting closed at 11.35 AM.
                               
II. In relation to the resolution of the 2nd Agenda of the Meeting, the Board of Directors of the Company sets out the implementation schedule and the procedure for dividend distribution as follows:
 
a.       Schedule for the distribution of Dividend (Cash) is as follow :
 
                Meeting (Final Cash Dividend) : 24 April 2018
                Dividend distribution schedule report to the FSA and Indonesia Stock Exchange : 26 April 2018
                Announcement of the dividend-sharing schedule on BEI and newspaper : 26 April 2018
                Cum Dividend in Regular and Negotiation : 02 May 2018
                Ex Dividend in Regular and Negotiation : 03 May 2018
                Cum Dividend in Cash Market : 07 May 2018
                Ex Dividend in Cash Market : 08 May 2018
                Recording Date (Entitled to Cash Dividend)  : 07 May 2018
                Dividend distribution : 21 May 2018
                                www.2138m.com
                b.             Procedure for the distribution of Dividend (Cash) :
1.       This Notice is an official notification from the Company and the Company does not issue a Special notice letter to the shareholders of the Company.
2.       Payment of cash dividends is given to shareholders whose names are recorded in the Company Register of Shareholders on 07 May 2018 at 16.00 WIB or so-called Recording Date Shareholders entitled to Dividend.
3.       For Eligible Shareholders whose shares are registered in the Central Securities Depository Indonesia ("KSEI"), the payment will be made through KSEI and the Eligible Shareholders will be receiving payments from KSEI Account Holder concerned.
4.       For shareholders whose shares are not in collective custody, such dividend payments may be made at the Company's Office, Jl. Abdul Muis No.30 Jakarta 10160, Tel (021) 3441316, Fax (021) 3457643 at the cashier during the working day Monday - Friday at 09.00 - 16.00 WIB with a copy of proof of ownership of stock and identity of the original and still valid.
5.       For shareholders who still use the script, where the shares are not included in KSEI collective custody, and require dividend payment through transfer into the shareholder's bank account, minimum net dividend amounting to Rp 10,000,- (ten thousand Rupiah), may notify the name and bank address and account number of the Shareholder no later than 07 May 2018 in writing to: Securities Administration Agency ("BAE") PT Datindo Entrycom, Jl. Hayam Wuruk No. 28 Jakarta 10120, Phone: +6221 3508077 Fax: +6221 3508078
6.       The cash dividend will be taxed according to the prevailing taxation legislation. The amount of tax charged will be the responsibility of the relevant Shareholder and deducted from the amount of cash dividends paid.
7.       The Company does not serve the Company's shareholders request to transfer its right to dividends to other parties.
8.       For domestic taxpayer shareholders in the form of a legal entity, and has not submitted a Taxpayer Identification Number ("NPWP"), is required to submit NPWP to KSEI or BAE no later than 07 May 2018 at 16.00 WIB. Without the inclusion of NPWP, cash dividends paid to domestic taxpayers in the form of legal entity, will be subject to higher than 100% (one hundred percent) PPh rate of the normal rate.
9.       For foreign taxpayer shareholders whose withholding tax will use rate under Double Tax Avoidance Agreement (P3B), must comply with the requirements of Regulation of the Director General of Taxes no. PER-10 / PJ / 2017 about the Procedures for Implementation of Double Tax Avoidance Agreement by submitting Form DGT-1 or DGT-2 legalized by tax office of the stock exchange to KSEI or BAE in accordance with KSEI rules and regulations, without DGT Form -1 or DGT-2, the paid cash dividend will be subject to withholding of Article 26 Income Tax of 20% (twenty percent).
 
 
Jakarta, 26 April 2018
Board of Director