The Board of Directors of PT Surya Esa Perkasa Tbk (hereinafter referred to as “the Company”), domiciled in South Jakarta, herewith announces that it has conducted an Extraordinary General Meeting of Shareholders (hereinafter referred to as “the Meeting / EGMS”)
| Day / Date | : | Wednesday, 23 October 2019 |
| Time | : | 14.35 pm – finished |
| Venue | : | JW Marriott Hotel, Dua Mutiara 1 Ballroom 2nd Fl Jl. DR Ide Anak Agung Gde Agung Kav. E.1.2 No. 1 & 2, Mega Kuningan, Jakarta 12950 |
The following are the Summary Minutes of the Meeting:
Members of the Board of Commissioners and the Board of Directors attending the Meeting
| Board of Commissioners | Board of Directors |
| Hamid Awaluddin : President Commissioner & Independent Commissioner Rahul Puri : Commissioner Prof. Dr. Ida Bagus Rahmadi Supancana : Independent Commissioner |
Ida Bagus Made Putra Jandhana : Director Isenta : Director Mukesh Agrawal : Independent Director |
- Quorum of Shareholders
The Meeting was attended by the valid Shareholders or Shareholders proxy composing shares 10.473.229.939 or 73,23% from the entire shares issued and fully paid-in by the Company which validated by independent party (Securities Administration Bureau)
- Meeting Agenda
In accordance with the Meeting Invitation advertisement announced in Kontan newspaper on, October 1st, 2019, the Meeting was held with the following agendas:
- Approval of Changes and/or Reappointment of Board of Directors and Board of Commissioners.
- Approval of Adjustment to the Articles of Association of the Company in compliance with requirements and provisions Government Regulation No. 24 Year 2018 regarding Electronic Integrated Business Licensing Services (Online Single Submission).
- Question & Answer Session
Prior to making the resolutions, the Meeting Chairperson offered the opportunity to the Shareholders to submit questions and/or opinions in each session of the Meeting agenda.
- Mechanism of Resolutions
The resolutions were made under deliberation for consensus mechanism; however, in the event that a decision based on deliberation for consensus is not reached, then:
- Pursuant to Article 11 paragraph (8) of the Company’s articles of association, the decision of the meeting for the First Agenda is valid if it is approved by more than 1/2 of the total number of shares with voting rights issued legally at the Meeting.
- Pursuant to Article 12 paragraph (1) of the Company’s articles of association, the decision of the meeting for the Second Agenda is valid if it is agreed by more than 2/3 of the total number of shares with voting rights that are legally issued at the Meeting
- Meeting Resolutions
| First Agenda Approval of Changes and/or Reappointment of Board of Directors and Board of Commissioners. |
| No Shareholders Raised Questions | : None |
| Agreed | Abstained | Disagreed | |
| Result | 10.473.229.939 shares representing 100% of all valid shares present and / or represented at the Meeting. Thus it was agreed by deliberation and consensus. |
None | None |
First Agenda Resolutions:
- Approved to ratify all the management actions of members of the Board of Directors of the Company namely Garibaldi Thohir, Ida Bagus Made Putra Jandhana and Isenta, and subsequently provide release and discharge (volledig acquit et de charge) to the members of the Board of Directors for the management actions that they have taken counted since the end of their term of office until the date of this Meeting as long as these acts do not constitute a criminal offense or a violation of the provisions of the applicable laws and regulations.
- Approve to reappoint members of the Board of Directors, namely:
- Garibaldi Thohir, as the President Director;
- Ida Bagus Made Putra Jandhana, as Director;
- Isenta, as Director;
As from the closing of the Meeting until the end of the term of office of the Company’s new Directors at the close of the Annual General Meeting of Shareholders in 2024.
- Reaffirming the appointment of Hamid Awaluddin as President Commissioner and Commissioner of the Company, as stated in the Deed dated June 9, 2017 number 15, made before GRACE SUPENA SUNDAH, Bachelor of Laws, Notary in South Jakarta. Therefore, the composition of the Company’s Board of Directors and Board of Commissioners will be as follows:
BOARD OF COMMISSIONERS
| President Commissioner and Independent Commissioner | Hamid Awaluddin |
| Vice President Commissioner | Ir. Theodore Permadi Rachmat |
| Commissioner | Rahul Puri |
| Independent Commissioner | Prof. Dr. Ida Bagus Rahmadi Supancana |
BOARD OF DIRECTORS
| President Director | Garibaldi Thohir |
| Vice President Director | Chander Vinod Laroya |
| Director | Ida Bagus Made Putra Jandhana |
| Director | Isenta |
| Independent Director | Mukesh Agrawal |
| Second Agenda Approval of Adjustment to the Articles of Association of the Company in compliance with requirements and provisions Government Regulation No. 24 Year 2018 regarding Electronic Integrated Business Licensing Services (Online Single Submission). |
| No Shareholders Raised Questions | : None |
| Agreed | Abstained | Disagreed | |
| Result | 10.473.229.939 shares representing 100% of all valid shares present and / or represented at the Meeting. Thus, it was agreed by deliberation and consensus. |
None | None |
Second Agenda Resolutions:
- Approve the Adjustment of the Company’s Purpose and Objectives in Article 3 of the Company’s Articles of Association in connection with the Provisions of the Government of the Republic of Indonesia Number 24 of 2018 (two thousand eighteen) regarding the Electronic Single Integrated Business Licensing Service and the Joint Announcement of the Ministry of Law and Human Rights RI is adjusted to the 2017 Indonesian Business Field Book Classification (KBLI) (two thousand seventeen).
- Agree to subsequently amend Article 3 of the Company’s Articles of Association in connection with point 1 above.
PURPOSE AND OBJECTIVES AND BUSINESS ACTIVITIES
Article 3
- The Purpose and Objectives of the Company is to engage in the industry of fuels and products from refining and refining petroleum, supplying natural and artificial gas, petroleum mining, wholesale trading of solid, liquid, and gas fuels and related products, industries products from petroleum refineries, as well as natural and artificial gas distribution and supporting activities for petroleum and other natural gas mining.
- To achieve the aims and objectives above, the Company can carry out business activities as follows:
The main business activities are:
a. fuel industry and petroleum refining and refining products
b. procurement of natural and artificial gas
c. petroleum mining
d. major trade in solid, liquid, and gas fuels and related products
e. industrial products from petroleum refineries,
Supporting business activities, namely:
a. natural and artificial gas distribution
b. supporting activities of petroleum and other natural gas mining
The meeting is closed at 15.00 Western Indonesian Time.