The Company’s Board of Directors hereby announces that the Annual General Meeting of Shareholders and EGMS III were held on Thursday, June 26, 2008 at Ballroom B, Lobby Level, Intercontinental Midplaza Hotel, Jl. Jend. Sudirman Kav. 10-11 Central Jakarta.
Annual GMS
Subject to the provisions of Article 23 paragraph 1 of the Company’s Articles of Association, Annual General Meeting of Shareholders may be held by presence of the shareholders representing more than ½ (half) of all valid voting shares issued by the Company. At the meeting, there were present 4.833.516.072 shares or as equivalent to 51.47% (fifty one point forty seven) of all shares issued by the Company, therefore the meeting was held by the fulfillment of quorum.
Having considered the proposed matters, the Meeting approved and resolved as follows:
| 1. |
a. |
To approve the Financial Statement of the Company for the year ended 2007 audited by Registered Public Accountant Aryanto Amir Jusuf & Mawar. |
| |
b. |
Approval not to distribute dividend for accounting year 2007. |
| |
c. |
To approve the grant of full acquittal and discharge to the members of the Board of Directors and Board of Commissioners from their managerial and supervisory tasks in the accounting year ended on December 31, 2007 to the extent such actions are reflected in the Company’s Annual Statement. |
| 2. |
To grant powers and authorities to the Board of Directors to appoint Registered Public Account to audit the Company’s financial statement or ledgers in the accounting year 2008, including to determine the salary and such other requirements. |
| 3. |
a. |
To approve the Directors’ proposal for change of the members of Board of Directors by accepting the voluntary resignation of Albert Sitorus as the Director of the Company by expressing the Company’s gratitude for his services and dedications to the Company and to grant full acquittal and discharge from managerial responsibilities to the extent such actions are reflected in the books or records of the Company, to appoint Sri Sumiyarsi as the Director and to re-appoint Budiardjo Tek as the President Director, Rodolfo Paquia Pantoja as Deputy President Director, Erik Harimuti Surono as Director, Sik Wei Tjien as Director; Mrs. Helena Megawati Wardoyo as Director; Antonius Joenoes Supit as President Commissioner also Independent Commissioner, Dr. Djohan Effendi as Independent Commissioner, Sri Lestari Anwar as Commissioner and FX. Awi Tantra as Commissioner. Therefore, the composition of the members of Board of Directors and Board of Commissioners to hold the office throughout the term of office stated in the Articles of Association as of the close of Meeting shall be as follows: |
| Board of Directors : |
|
|
| President Director |
: |
Budiardjo Tek |
| Vice President Director |
: |
Rodolfo Paquia Pantoja |
| Director |
: |
Erik Harimurti Surono |
| Director |
: |
Sik Wie Tjien |
| Director |
: |
Helena Megawati Wardoyo |
| Director |
: |
Sri Sumiyarsi |
| Board of Commissioners : |
|
|
| President Commissioner and Independent Commissioner |
: |
Antonius Joenoes Supit |
| Independent Commissioner |
: |
Dr. Djohan Effendi |
| Commissioner |
: |
Sri Lestari Anwar |
| Commissioner |
: |
FX. Awi Tantra |
| 3. |
b. |
To empower and authorize the Board of Directors to restate the resolution on the composition of the members of Board of Directors, Board of Commissioners and Independent Commissioner a notarial deed and to submit notice to the competent authorities including to take all actions thought fit and for such purposes. |
Extraordinary GMS
Subject to the provision of number 2 letter a of Letter of Head of Capital Market - Financial Institution Supervisory Board (“Bapepam-LK”) No. S-3264/BL/2008 dated May 28, 2008 regarding the Application for Authorization of Third Extraordinary General Meeting Shareholders of PT Sierad Produce Tbk, the quorum of meeting shall be a minimum of 50% of all shareholders in the Company with valid voting rights issued by the Company. Whereas, at the meeting, there were present the shareholders either in person or by proxy representing 4.837.306.572 shares or as equivalent to 51.51 % (fifty one point fifty one percent). By the fulfillment of quorum, the meeting is to proceed with discussion of agenda and to adopt valid and binding resolution.
Following the discussion of the proposed matters at the meeting, the shareholders and/or their proxies unanimously approved as follows:
| 1. |
To approve the amendment to the Company’s Articles of Association in synchronization with Law Number 40 of the Year 2007 (two thousand seven) on Limited Liability Company and Regulation of Capital Market – Financial Institution Supervisory Board Number IX.J.1 on Standard Articles of Association of Company to hold Public Offer and Public Companies, Appendix to Decision of the Chairman of Capital Market – Financial Institution Supervisory Board dated May 14, 2008 number Kep-179/BL/2008. |
| 2. |
To approve the authorization to the Board of Directors with substitution rights to take all actions required, including but not limited to restate the resolution of meeting in a notarial deed, to amend the Articles of Association as prescribed by and in accordance with Laws on Capital Market including to reconfirm the composition of the Board of Directors, Board of Commissioners and the Shareholders in such deed, and further to submit application for approval and notice of amendment to the Articles of Association to the competent authorities, to make addition and/or supplement in any forms whatsoever as required for such purpose, to submit and sign all applications and other relevant documents, to elect domicile and to take all other actions deemed useful and necessary for such purposes. |
Bogor, June 30, 2008
PT. SIERAD PRODUCE Tbk.
Board of Directors