Resolution of AGMS - Fiscal Year 2018

May 20, 2019
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ANNOUNCEMENT

SUMMARY OF MINUTES OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

PT HARUM ENERGY TBK

(“Company”)

  

The Board of Directors of the Company hereby announce that the Annual General Meeting of Shareholders (“AGMS”) for Financial Year 2018, was held on Tuesday, 16th May 2019, at 15.15 – 15.50 pm, 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 2018, 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 2018.
  2. Determination on the use of the Company’s Net Profit for financial year 2018.
  3. Appointment of the Public Accountant to audit the Company’s Financial Statement for the financial year ended 31 December 2019.
  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 2019

Attendance of The Boards

AGMS were attended by the members of Board of Commissioners and Board of Directors, as follow:

 Board of Commissioners  Board of Directors
 President Commissioner  Lawrence Barki  President Director   Ray Antonio Gunara
 Commissioner    Drs. Yun Mulyana  Director  Ir. Eddy Sumarsono
 Commissioner    Basrief Arief S.H., M.H.  Director  Kenneth Scott Andrew Thompson
 Commissioner    Steven Scott Barki  Independent Director  Hadi Tanjaya
 Independent Commissioner  Agus Rajani Panjaitan    
 Independent Commissioner  Sonny Budi Harsono    

 

Quorum of Attendance

The quorum of attendance by the Shareholders or their proxies from the total of Company’s paid up capital, after deducting the number of treasury stocks of 136,982,100 shares, was as follow:

 Descriptions  Attendances
 Number of shares  2.087.126.956
 Percentage  81.317%

 

Availability of Question and Answers (Q&A) Session

As described in the Meeting Guidance distributed to each shareholder, question and answer sessions were available for each Meeting’s agendas. In agenda-1 until agenda -4, 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 Results and Resolutions

 I. The voting results were as follows:

 

Agenda

Voting Results

Agree

DIsagree

Abstain

1

2.085.856.697 shares

(99.939%)

-

1.270.259 shares

(0.061%)

2

2.087.126.956 shares

(100%)

-

-

3

2.076.926.445 shares

(99.511%)

10.200.511 shares

(0.489%)

-

4

2.086.760.098 shares

(99.982%)

-

366.858 shares

(0.018%)

 

Results of the AGMS are as follows:

  1. a. Approved and ratified:
    i)        The Annual Report for the financial year 2018, which includes the Company’s Activity Report,
    ii)       The Audited Financial Statement for the year ended 31 December 2018, which has been audited by Public Accountant Purwantono, Sungkoro & Surja, with a fair opinion in all material aspects, as stated in their Report No. 00314/2.1032/AU.1/02/0685-1/1/III/2019 dated 27 March 2019.

    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 2018, provided that such acts were reflected in the Company’s Audited Financial Statement for the financial year 2018.
  2. Approved the determination on the use of the Company’s Net Profit for financial year 2018, as follows:
    a. USD 100,000 (0.35% 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 32 of the Company’s Articles of Association; hence total reserves fund becomes USD 3,887,485; or equal to 13.46% of the Company’s paid-up capital.
    b. Rp 100 billion or equivalent to USD 6.916.586 or approximately 21.74% of the net profit of the financial year 2018 as cash dividend, or equivalent to Rp 38,96 per share (16 Mei 2019, USD 1= Rp14.458), while the remaining USD 24,792,633 will increase the balance of Unappropriated Retained Earnings to support the development of the Company.
    c. Granted the power and authority to the Board of Commissioners to manage the payment guidelines of such cash dividend.

  3. a. Granting power and authority to the Board of Commissioners to appoint a Public Accountant to audit the Company’s Financial Statement for the financial year ended 31 December 2019.
    b. Authorize the Board of Commissioners 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 2019.
    b. Determined the salaries and honorarium of the Board of Commissioners at the maximum of USD 2,500,000 for the financial year ended 31 December 2019, and granting power and authority to the President Commissioner to determine the distribution among the members of the Board of Commissioners.

In relation to Agenda 2, AGMS determined that Rp 100 billion of net profit of the financial year 2018 or equivalent to Rp 38,96 per share be distributed as cash dividend, please note the Schedule and Payment Guideline of the Cash Dividend of financial year 2018, as follows::

No Information Date
1 Last Period of share trading with dividend right (Cum Dividen)
a. Negotioation and Regular Marker
b. Cash Market

24 May 2019
28 May 2019
2 Initial Period of share trading without dividend right (Ex Dividen)
a. Negotioation and Regular Marker
b. Cash Market

27 May 2019
29 May 2019
3 Registration Date of Shareholders with Dividend Right (Recording Date) 28 Mei 2019
4 Payment of Cash Dividend 19 June 2019

 

Payment Guideline of the Cash Dividend:

  1. Cash Dividend will be distributed to the Shareholders recorded in the Company’s Shareholders Register (“DPS”) or Recording Date on 28 May 2019 and/or to the Shareholders who hold the Company’s shares at the sub securities account in PT Kustodian Sentral Efek Indonesia (“KSEI”) at the close of trading on 28 May 2019.
  2. For the Shareholders whose shares are kept in the collective custodian of KSEI, the cash dividend payment shall be performed through KSEI and will be distributed to the securities company and/or custodian bank on 19 June 2019. Cash Dividend payment slip will be submitted by KSEI to the Shareholders through the ecurities company and/or custodian bank in which the Shareholders opened their accounts. For the Shareholders whose shares are not kept in the collective custodian of KSEI, the cash dividend payment will be transferred to the Shareholders’ account.
  3. The cash dividend shall be subject to witholding tax in accordance with the prevailing tax regulation. The amount of witholding tax shall be borne by the entitled Shareholders and deducted from the amount of cash dividend due to the entitled Shareholders.
  4. For the Shareholders classified as Resident Tax Payer in a form of legal entity that has not submitted its Taxpayer Identification Number (“NPWP”), please submit the NPWP to KSEI or Securities Administration Bureau/BAE PT Datindo Entrycom (“BAE”) at Jl. Hayam Wuruk No. 28, Jakarta 10120, no later than 28 May 2019 at 16.00 WIB. In the absent of NPWP, an income tax (PPh) tariff 100% higher than the normal tariff will be witheld from the cash dividend payment to be paid to such Resident Tax Payer.
  5. For the Shareholders classified as Non-resident Tax Payer which tax deduction is in accordance with The Avoidance of Double Taxation Agreement (“P3B”), they must fulfil the conditions stipulated in the Directorate General of Taxes Regulation No. PER-25/PJ/2018 regarding Guidance for the Implementation of Double Taxation Avoidance Agreement, as well as submit a DGT-1 or DGT-2 Form that has been legalized by the Listed Company Tax Office to KSEI or BAE in accordance with KSEI regulations. Without such documentation, the Article 26 Income Tax of 20% will be witheld from the cash dividend payment.
  6. For the Shareholders whose shares are kept in the collective custodian of KSEI, dividend tax witholding slip can be collected in the securities company and/or custodian bank where the Shareholders opened their account and for the script Shareholders, please collect at BAE starting 22 July 2019.

 

Jakarta, 20 May 2019
PT Harum Energy Tbk
Board of Directors