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ANNOUNCEMENT OF SUMMARY OF MINUTES OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS (“MEETING”) 
 

PT. SIERAD PRODUCE Tbk.
Domiciled in Bogor District
(“Company”)

ANNOUNCEMENT OF SUMMARY OF MINUTES OF
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS (“MEETING”)


PT. SIERAD PRODUCE Tbk, Domiciled in Bogor District (hereinafter referred to as the Company) has conducted The Annual General Meeting of Shareholders, as follows:

Day/date  : Friday, 19th Mei 2017
Venue : Mercantile Athletic Club, Bandahara Ballroom
World Trade Center Penthouse Floor
Jalan Jenderal Sudirman Kaveling 31, Jakarta.
Time  : 09.44 - 10.19 WIB

Agenda :

  1. Approval and ratification of the Annual Report of the Company for the fiscal year 2016, including the Activity Report of the Company, Supervision Report of the Board of Commissioners and the Financial Statement for the fiscal year 2016, as well as the grant of full release and discharge from liability to the Board of Commissioners and the Board of Directors of the Company;
  2. Approval for utilization of net income for the financial year 2016.
  3. Reports and accountability the use of proceed from Pre-emptive Right I.
  4. Appointment of the Certified Public Accountant to audit the financial statement of the Company for the fiscal year 2017, and the authorization to stipulate the fee of the Certified Public Accountant and other requirements;
  5. Approval for change of Board of Directors and/or Board of Commissioners;
  6. Stipulation of salaries, honorariums and other allowances for the members of the Board of Commissioners and the Board of Directors.
    (hereinafter referred to as the Meeting)

Attendance of the member of the Board of Commissioners and Board of Directors:
Board of Directors :

   President Director  : Mr  TERRYANTO SOETANDAR
   Director  : Mr  WAYAN SUMANTRA
   Director  : Mrs SRI SUMIYARSI
   Director (Independent) : Mr  TAN ENG KIONG
Board of Commissioners :
President Commissioner
   Independent Commissioner) : Mr  ANTONIUS JOENOES SUPIT
   Commissioner  : Mr  SETIAWAN ACHMAD
   Commissioner  : Mrs SRI LESTARI ANWAR
Chairman:
The Annual General Meeting of Shareholders is chaired by Mr. ANTONIUS JOENOES SUPIT, as President Commissioner (Independent Commissioner).

Attendance of Shareholders :
The Annual General Meeting of Shareholders has attended by shareholders and proxy who represent 1.131.635.033 shares atau 84,507 % of 1.339.102.579 shares that has been issued by the Company.

The opportunity for question and/or opinion on the agenda of the Meeting:
The shareholder and proxy provided opportunity to raise question and/or opinion towards the agenda, but no shareholder and proxy raised question and/or opinion.

Decision taking mechanism of the Meeting :
The decision is taken based on the mutual consensus, if the mutual consensus failed to be reached, the decision will be taken based on the voting mechanism.

The outcome of the voting of the Meeting :
First agenda up to sixth :
- No blank vote given by shareholder or proxy;
- No disagree vote given by shareholder or proxy;
- All shareholders or proxy have given agree vote;
- So decisión has taken based on the mutual consensus.

Resolution of The Meeting :

  1. Approve and ratify of the Annual Report of the Company for the fiscal year 2016, including the Activity Report of the Company, Supervision Report of the Board of Commissioners and the Financial Statement for the fiscal year 2016, as well as the grant of full release and discharge from liability to the Board of Commissioners and the Board of Directors of the Company. Subsequently granted full acquisition and discharge (acquit et decharge) to the Board of Commissioners and the Board of Directors of the Company for their supervisory and management actions in the fiscal year 2016 as long as such actions are reflected in the Annual Report;
  2. a. Approve for utilization of net income for the financial year 2016:
    i. Not to distribute cash dividends to the shareholders;
    ii. Rp 652,439,046.00 was set aside and accounted as reserve fund;
    iii. the remaining is accounted as retained earnings that will be used to increase the Company's working capital;
    b. Provide power and authority to the Board of Directors to perform any and all necessary actions in connection with the above decree, in accordance with prevailing laws and regulations;
  3. Accept accountability report of realization of Pre-emptive Right I’s fund usage;
  4. Grant authority and power to the Board of Commissioners, to appoint a Public Accountant, with criteria or limits of the Meeting regarding Public Accountants who may be appointed:
    a. Accountant registered with the Financial Services Authority as well as fulfilling the requirements as stipulated in Rule Number VIII.A.1 concerning Registration of Accountants Conducting Activities in Capital Market; and
    b. Role as partner in Public Accountant Firm that has business license from Minister of Finance and lead by Accountant that has Public Accountant license from Minister of Finance and registered in Financial Service Authority and fulfilled the requirements stipulated in Rule Number VIII.A.1 concerning Registration of Accountants Conducting Activities in Capital Market;
    which shall audit the financial statements of the Company for the financial year ending on 31st December 2017, as they are being considered and evaluated for the appointment of a Public Accountant further, and to determine the honorarium of the Public Accountant and the terms of its appointment;
  5. a. Accept the resignation of Mr. FRANSISCUS XAVERIUS AWI TANTRA, as the Director of the Company with gratitude for his performance in the Company during his tenure;
    b. To confirm the composition of the Board of Directors of the Company effective as of the closing of this Meeting until the closing of the Annual General Meeting of Shareholders of the Company to be held in 2019 as follows :
    Board of Directors :
       President Director  : Mr  TERRYANTO SOETANDAR
       Director  : Mr  WAYAN SUMANTRA
       Director  : Mrs SRI SUMIYARSI
       Director (Independent) : Mr  TAN ENG KIONG
    Board of Commissioners :
    President Commissioner
       Independent Commissioner) : Mr  ANTONIUS JOENOES SUPIT
       Commissioner  : Mr  SETIAWAN ACHMAD
       Commissioner  : Mrs SRI LESTARI ANWAR
    c. To grant authority and power to the Board of Directors of the Company, with the right of substitution, to declare the decision on the composition of the Board of Directors and Board of Commissioners of the Company as mentioned in the deed made before the Notary, and to notify to the competent authorities, and to perform all and every action required in connection with the decision in accordance with prevailing legislation;
  6. a. Stipulate the honorarium and / or other allowances for the Board of Commissioners of the Company, as much as Rp. 2,000,000,000.00 and authorizes the President Commissioner to determine his allocation;
    b.  Grant authority to the Board of Commissioners of the Company to determine salaries and / or other allowances for the Board of Directors of the Company.

Thus it is declared.

Bogor, 23rd Mei 2017
PT. SIERAD PRODUCE Tbk.
Direksi

 
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