The Board of Directors of the Company hereby announce that the Annual General Meeting of Shareholders (“AGMS”) for Financial Year 2014, in which was followed by the Extraordinary General Meeting of Shareholders (“EGMS”), was held on Friday, 29th May 2015, at 09.23 – 10.40 am, at Ballroom Pullman Hotel, Jl. MH. Thamrin No. 59, Central Jakarta.

Agendas:
 

The agendas of AGMS were as follow:
1.    Approval of the Company’s Annual Report for 2014, which includes the Company’s Activity Report, the Board of Commissioners’ Supervisory Report and ratification of the Company’s Audited Financial Statement for the year ended 31 December 2014.
2.    Determination on the use of the Company’s Net Profit for financial year 2014.
3.    Appointment of the Public Accountant to audit the Company’s Financial Statement for the financial year ended 31 December 2015.
4.    Determination of salaries and honorarium for the members of the Board of Commissioners and the Board of Directors of the Company for financial year 2015.
5.    Report on the Use of the Proceeds from the Initial Public Offering (“IPO”) as of 31 December 2014.
6.    Report of the realization of the Company's Employee and Management Stock Option Program ("EMSOP") as of 31 December 2014.
 
And the agendas of EGMS were as follow:
1.    Change of the Boards’ composition;
2.    Adjustment of the Articles of Association of the Company;
3.    Approval of the Company’s shares buyback plan.

Attendance of The Boards

AGMS and EGMS were attended by all the members of Board of Commissioners and Board of Directors, as follow:
Quorum of Attendance
 

Board of Commissioners

President Commissioner       : Lawrence Barki

Commissioner                         : Drs. Yun Mulyana

Commissioner                         : Budi Rahardja

Commissioner                         : Basrief Arief, SH, MH.

Independent Commissioner : Agus Rajani Panjaitan

Independent Commissioner : Sony Budi Harsono

Board of Directors

President Director          : Ray Antonio Gunara

Director                            : Ir. Eddy Sumarsono

Director                            : Kenneth Scott Andrew Thompson
Independent Director    : David John Heap

The quorum of attendance of the shareholders or their proxies from the total of Company’s paid up capital was as follow:
 

Availability of Question And Answers (Q&A) Session

As described in the Meeting Guidance that was distributed to each shareholders, question and answer sessions were available for each Meeting’s agendas. There was only 1 (one) shareholder who raised several questions in relation to  the materials presented. All the questions were answered by the Board of Directors. There were no other questions raised by any other shareholders for the remaining agendas.

Mechanism of Resolution

The mechanism to draw resolutions was based on deliberations for a consensus. In the event of any shareholder or his/her proxy votes against or abstain towards the proposed resolution, the resolution shall be made based on voting mechanism.

Voting Result and Resolution

 I. The voting outcomes of AGMS are as follows:
 

Results of the AGMS are as follows:
1.    a. Approved and ratified:
i)    The Annual Report for the financial year 2014, which includes the Company’s Activity Report, the Board of Commissioners’ Supervisory Report for the financial year 2014;
ii)    The Audited Financial Statement for the year ended 31 December 2014, which has been audited by Public Accountant Osman Bing Satrio & Eny, with the fair opinion in all material aspects, as stated in their Report No. GA115 0259 HE TW dated 30 March 2015.
b.    Provided full acquittal and discharge to the members of the Board of Directors and the Board of Commissioners from any responsibility and accountability (acquit et de charge) for management and supervision performed during the financial year ended 31 December 2014, provided that such acts were reflected in the Company’s Audited Financial Statement for the financial year 2014.

2.    Approved the determination on the use of the Company’s Net Profit for financial year 2014 of USD 410,792, as follows:
a.    USD 50,000 (0.2% of total paid-up capital) determined as reserves fund  in compliance with Article 70 of the Company Law No. 40 Year 2007 and shall be used in accordance with the Article 23 of the Company’s Articles of Association; hence total reserves fund becomes USD 3,587,485.
b.    The remaining USD 360,792 to increase the balance of Unappropriated Retained Earnings to support the development of the Company.
Thus, the balance of Retained Earnings as of 31 December 2014 becomes USD 150,575,240.
3.    
a.    Granting power and authority to the Board of Directors to appoint a Public Accountant to audit the Company’s Financial Statement for the financial year ended 31 December 2015.
b.    Authorize the Board of Directors to determine other terms and conditions, the amount of audit fees with due observance of the fairness and the scope of audit work.

4.    
a.    Granting power and authority to the Board of Commissioners to determine the salaries and honorarium of the Board of Directors for the financial year ended 31 December 2015.
b.    Determined the salaries and honorarium of the Board of Commissioners at the maximum of USD 1,500,000 for the financial year ended 31 December 2015 and granting power and authority to the President Commissioner to determine the distribution among the members of the Board of Commissioners.

5.    Accepted the Utilization  of the Use of  IPO Proceeds Report as of 31 December 2014.

6.    Accepted the report of Employee and Management Stock Option Program (EMSOP) of the Company as of 31 December 2014.

II. The voting outcomes of EGMS are as follows: 
 

Results of EGMS are as follow:

1. Approved the reappointment of  all members of the existing Board of Directors and Board of Commissioners for the period until the next 5 years  AGMS; as well as the appointment of Bapak Basrief Arief SH, MH, as a new member of the Board of Commissioners, thus after the closing of this EGMS, the composition of the Board of Comissioners and Board of Directors are as follows:

Board of Commissioners

President Commissioner       : Lawrence Barki

Commissioner                         : Drs. Yun Mulyana

Commissioner                         : Budi Rahardja

Commissioner                         : Basrief Arief, SH, MH.

Independent Commissioner : Agus Rajani Panjaitan

Independent Commissioner : Sony Budi Harsono

Board of Directors

President Director          : Ray Antonio Gunara

Director                            : Ir. Eddy Sumarsono

Director                            : Kenneth Scott Andrew Thompson
Independent Director    : David John Heap

2. To change the Company’s Article of Association to be adjusted and amended with the new Financial Service Authority (“OJK”) regulation as well as adjustments on other articles.

3. Approved the Company’s shares buyback plan with a maximum of 10% of the paid up capital according to the prevailing regulations.
 

Jakarta, 3 June 2015

PT Harum Energy Tbk

Board of Directors

Annual General Meeting of Shareholders and Extraordinary General Meeting of Shareholders of PT Harum Energy Tbk                  

The Board of Directors of PT Harum Energy Tbk (hereinafter referred to as the “Company”) hereby invites the shareholders of the Company to attend the Annual General Meeting of Shareholders (“AGMS”) and the Extraordinary General Meeting of Shareholders ("EGMS"), which will be held on:

Date : Friday, 29 May 2015
Time of AGMS : 09:00 WIB - finish
Time of EGMS : Immediately after AGMS
Venue : Ballroom 1 - Pullman Hotel, Jl. MH Thamrin No. 59, Jakarta Pusat, Indonesia

The agenda of the AGMS are as follows:

1. Approval of the Company’s Annual Report for year 2014, which includes the Company’s Activity Report, the Board of Commissioners’ Supervisory Report and ratification of the Company’s Audited Financial Statement for the year ended 31 December 2014.
2. Determination on the use of the Company’s Net Profit for financial year 2014.
3. Appointment of the Public Accountant to audit the Company’s Financial Statement for the financial year ended 31 December 2015. 
4. Determination of salaries and honorarium for the members of the Board of Commissioners and the Board of Directors of the Company for financial year 2015.
5. Report on the Use of the Proceeds from the Initial Public Offering (“IPO”) as per 31 December 2014.
6. Report of the realization of the Company's Employee and Management Stock Option Program ("EMSOP") as of 31 December 2014.

Explanations on the AGMS agendas:
1. Agenda number 1 through number 4 are routine agendas that are conducted annually according to  the Company’s Article of Association.
2. In agenda number 5, the Company will provide information on the realization of use of proceeds from the IPO for the year 2014.
3. In agenda number 6, the Company will provide information on the realization of EMSOP program for the year 2014.

The agenda of the EGMS are as follows:
1. Change of the Boards’ composition;
2. Adjustment of the Articles of Association of the Company;
3. Approval of the Company’s shares buy back plan.

Explanations on the AGMS agendas:
1. Agenda number 1 will request the shareholders’ approval on the plan to appoint 1 (one) additional member of the Board of Commissioners as well as to reappoint all existing members of the Board of Directors and the Board of Commissioners for their second terms.
2. Agenda number 2 will request shareholders’ approval to change some of the articles within the Company’s Article of Association in order to comply with the prevailing Financial Service Authority (“OJK”) Regulation.
3. Agenda number 3 will request shareholders’ approval on the Company’s shares buy back plan.

Notes:

1. Shareholders who are eligible to attend the AGMS and EGMS are those whose names are recorded in the Company’s Shareholders Register on 26 May 2014 at 16:15 WIB and/or shareholders who are registered in the securities sub-account of PT Kustodian Sentral Efek Indonesia (“PT KSEI”) at the closing of trading in the Indonesia Stock Exchange (Bursa Efek Indonesia) on 6 May 2015.
2. Shareholders who are unable to attend in the AGMS and EGMS may be represented by proxy. Members of the Board of Directors, the Board of Commissioners and employees of the Company may serve as proxy in the AGMS and EGMS, however votes cast by them in the AGMS and EGMS in their capacity as shareholders’ proxy cannot be counted in the total number of votes cast. 
3.  The power of attorney form may be obtained during office hour at: 

Company’s Investor Relations Office 
PT Harum Energy Tbk. 
Deutsche Bank Building 9^th Floor
Jl. Imam Bonjol No. 80
Jakarta 10310
Telp: +62-21-39831288

Securities Administration Bureau Office
PT Datindo Entrycom
Puri Datindo - Wisma Sudirman
Jl. Jend. Sudirman Kav. 34
Jakarta Selatan 10220
Telp. +62-21-5709009

4. All duly completed Power of Attorney forms must be received by the Company no later than 22 May 2015 16:00  WIB  at the Company’s Investor Relations Office or the Securities Administration Bureau Office, PT Datindo Entrycom. 
5a. Shareholders or their proxies who will attend the AGMS and EGMS are kindly requested to submit photocopies of Identity Card (KTP) or other proof of identity from both the shareholders and their authorized proxies to the Company’s officers prior to entering the AGMS and EGMS room. 
5b. Institutional Shareholders are kindly requested to bring copies of their Article of Associations and all the amendments showing the latest management composition.
6. Materials related to the agenda of the AGMS and EGMS is available for shareholders in the Company’s Head Office as well as in the Company’s website www.harumenergy.com from the date of this Invitation.
7. In order to ensure a timely and orderly Meeting, the Shareholders or their proxies are requested to be present at the Meeting room for registration no later than 30 minutes prior to the commencement of the AGMS and EGMS. 

Jakarta, 8 May 2015

PT Harum Enegy Tbk

Board of Directors


Indonesian Version Document
CV - Candidate of New Member of Board of Commissioners
Resolution of Board of Commissioners (5 May 2015)