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 Annual General Meeting of Shareholders (AGMS”) and Extraordinary General Meeting of Shareholders (“EGMS”) (both reffered as Meeting) on/at:
| Day / Date | : | Friday /5 June 2020 |
| Time | : | 2.30 pm Jakarta time – finished |
| Venue | : | DBS Bank Tower 19 Floor Meeting Room Ciputra World 1 Jakarta Jl. Prof. Dr. Satrio Kav. 3-5 Jakarta 12940, Indonesia |
Meeting Resolutions
AGMS
1st Agenda
- Approved and ratified the Company’s Annual Report including the Company’s Board of Directors Report and the Board of Commissioners’ Supervisory Report of the Company for the financial year ended 31 December 2019;
- Ratified the Company’s Consolidated Financial Statements for the financial year ending December 31, 2019;
- Granted the full release and discharge (acquit et de charge) to all members of the Board of Directors and Board of Commissioners of the Company for management and supervision actions that have been carried out in the financial year ended 31 December 2019.
2nd Agenda
Approved to use the net income of the company attributable to the owners of the parent entity for the 2019 fiscal year of US $ 2,637,947 (two million six hundred thirty seven nine hundred forty seven) as follows.
- in order to strengthen the Company’s balance sheet and to ensure payment of obligations in the future, the Company decided not to distribute dividends for the 2019 financial year.
- In the amount of US $ 471,847 (four hundred seventy-one thousand eight hundred forty-seven) the Company’s Net Profit for fiscal year 2019 will be recorded as retained earnings.
- The remaining amount of US $ 2,166,100 (two million one hundred sixty six thousand one hundred) will be recorded in the Reserve Fund
3rd Agenda
Approved the Appointment of a Public Accountant and Public Accounting Firm Gani Sigiro & Handayani – a member of the firm of Grant Thornton International Limited to conduct an audit of the Company’s Consolidated Financial Statements for the year ending December 31, 2020.
4th Agenda
Give authority and power to the Board of Commissioners to determine the salary and / or honorarium and / or other benefits for members of the Board of Commissioners and members of the Board of Directors of the Company for the fiscal year 2020.
5th Agenda
- To approve the resignation of Mr. Garibaldi Thohir as the President Director of the Company and provide full release and discharge (acquit et de charge) for the management actions taken in the Company.
- Agree to the discharge with respect:
- Mr. Chander Vinod Laroya as Vice President Director of the Company
- Mr. Mukesh Agrawal as Director of the Company and provide full release and discharge (acquit et de charge) for the management actions that have been carried out by them in the Company.
- Approve the appointment:
- Mr. Garibaldi Thohir as the Company’s Commissioner.
- Mr. Chander Vinod Laroya as the Company’s President Director.
- Mr. Kanishk Laroya as Director
- Mr. Mukesh Agrawal as Director
As from the closing of this Meeting until the closing of the Annual General Meeting of Shareholders in 2025 (two thousand and twenty five). Therefore, the composition of the Company’s Board of Commissioners and Directors is as follows:
Board of Commissioners:
| Hamid Awaluddin | : President Commissioner and Independent Commissioner |
| Theodore Permadi Rachmat | : Vice President Commissioner |
| Garibaldi Thohir | : Commissioner |
| Rahul Puri | : Commissioner |
| Ida Bagus Rahmadi Supancana | : Independent Commissioner |
Board of Directors :
| Chander Vinod Laroya | : President Director |
| Ida Bagus Made Putra Jandhana | : Director |
| Isenta | : Director |
| Mukesh Agrawal | : Director |
| Kanishk Laroya | : Director |
Approve to give power of attorney to the Directors of the Company with the right of substitution to take all necessary actions in connection with changes in the data, including but not limited to signing documents / letters, stating and or pouring a decision of the Meeting in a notarial deed and subsequently the agency authorized to obtain approval and / or receipt of notification of the Articles of Association and subsequently perform all actions deemed necessary with none being excluded in accordance with applicable laws and regulations.
EGMS
1st Agenda Meeting
- To approve amendments to the Company’s Articles of Association, among others, Article 3, Article 14, Article 15, Article 16, Article 17, Article 18, and Article 19.
- Agree to amend the Company’s Articles of Association to conform to POJK 15 / POJK.04 / 2020, POJK 16 / POJK.04 / 2020 and POJK 17 / POJK.04 / 2020 concerning Amendments to RUPS, E-RUPS and Material Transaction Provisions and Change in Main Business Activities, and restate the entire Articles of Association of the Company.
- Approve to give power of attorney to the Directors of the Company with the right of substitution to take all necessary actions in connection with the amendment to the articles of association, including but not limited to signing documents / letters, stating and or pouring a Meeting decision in a notarial deed and subsequently the agency authorized to obtain approval and / or receipt of notification of the Articles of Association and subsequently perform all actions deemed necessary with none being excluded in accordance with applicable laws and regulations.
2nd Meeting Agenda
- Approve Material and Affiliated Transactions in the form of issuance of debt securities and / or bank loans by the Company’s subsidiary (PT Panca Amara Utama) in the maximum amount of US $ 450,000,000 (four hundred and fifty million United States Dollars) which will be guaranteed by, among others, the assets of the Company and the assets of the Subsidiaries. The Company will also provide a Corporate Guarantee to guarantee the Subsidiary’s obligations based on the issuance of Debt and / or Bank Loans.
- Approve the granting of corporate guarantees and / or guarantee the entire or a large portion of the Company’s assets in order to guarantee the obligations and / or debts of the Company and / or other Company subsidiaries related to the Company’s and / or its subsidiaries’ financing plans in the future. coming to be done in accordance with the provisions of the legislation in force.
- Approve to give authority to the Directors of the Company to carry out any necessary actions, deemed necessary / good and required in order to carry out the Proposed Transaction including but not limited to signing every document, making changes and / or adding any documents in any reasonable manner needed, submitting and sign all requests and other necessary documents, and take other actions that may be needed related to the Proposed Transaction.
The meeting is closed at 15.47 Western Indonesian Time.
Jakarta, 9 June 2020
PT Surya Esa Perkasa Tbk
Board of Directors