Announcement of Summary Minutes of Annual General Meeting of Shareholders

Jun 10, 2021
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ANNOUNCEMENT

SUMMARY MINUTES OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

PT HARUM ENERGY TBK.

(the “Company”)

The Board of Directors of the Company hereby announce that the Annual General Meeting of Shareholders (“AGMS”) for Fiscal Year 2020 was held on Tuesday, June 8, 2021, at 14.00 – 15.00 Western Indonesian Time, at the Deutsche Bank Building, 17th Floor, Jl. Imam Bonjol No. 80, Central Jakarta.

Agendas:

As stipulated in the AGMS Invitation, the agenda of AGMS are as follows:

  1. Approval of the Company’s Annual Report for fiscal year 2020, which includes the Company’s Activity Report, the Board of Commissioners’ Supervisory Report and ratification of the Company’s  Consolidated Financial Statement for the year ended 31 December 2020;
  2. Determination of the use of the Company’s Net Profit for Fiscal Year 2020;
  3. Appointment of the Public Accounting Firm to audit the Company’s Financial Statement for Fiscal Year 2021 and determination of other requirements;
  4. Determination of salaries and honorarium for members of the Board of Commissioners and the Board of Directors in Fiscal Year 2021; and

Confirmation of the composition of the Company’s Board of Directors and Board of Commissioners.

Attendance of The Board of Commissioners and The Board of Directors

Attendance of the BOC and BOD

 Quorum of Attendance

The quorum of attendance by valid Shareholders or Attorneys to the Shareholders from the Company’s total issued and paid-off capital, after deducting the shares which have been bought back by the Company in the amount of 177,352,800 shares, was as follow:

Quorum

Question and Answers (Q&A) Session

As described in the AGMS Rules that were distributed to all Shareholders, each Agenda provided the Shareholders or their Attorneys with the opportunity to raise questions. In the AGMS, there was no question raised from the Shareholders or their Attorneys related to the materials presented for all agenda of the AGMS.

Mechanism of Resolution

Decisions are taken by deliberation to reach consensus. However, if there are any Shareholders or their Attorneys who do not agree or cast a blank vote, the decision will be made by voting based on affirmative votes of more than 1/2 (one-half) of the total votes validly cast at the Meeting.

Voting Results and Resolutions

The voting results of the AGMS of the Company are as follows:

voting results

Results of the AGMS are as follows:

1. a. Approve and ratify:

i. The Company’s Annual Report for Fiscal Year 2020, including the Company’s Activity Report, and the Board of Commissioners Supervisory Report for Fiscal Year 2020; and

ii. The Company’s Consolidated Financial Statements for the Fiscal Year ended on December 31, 2020 as audited by Public Accounting Firm Purwantono, Sungkoro & Surja, with fair opinion, in all material aspects, as stated in report No. 00381/2.1032/AU.1/02/0685-3/1/III/2021 dated March 31, 2021.

b. Grant full release and discharge of responsibilities (acquit et de charge) to all members of the Board of Directors and Board of Commissioners of all management and supervision actions carried out during the Fiscal Year ended on December 31, 2020, to the extent that such action is re?ected in the Company’s consolidated financial statements for Fiscal Year 2020.

2. Approve the determination on the use of the Company’s Net Profit for the Fiscal Year 2020, as follows:

a. USD 100,000 (0.35% of the Company’s total issued and paid-up capital) as Reserve Fund in, so that the Company’s Reserve Fund would amount to USD 4,087,485; or equals to 14.15% of the Company’s total issued and paid-up capital; and

b. Rp 100 billion or equivalent to USD 7,007,217 which represents 11.88% of the net profit for the Fiscal Year 2020 as cash dividend, or Rp 39.58 per share (using the exchange rate on June 8, 2021, USD 1 = Rp 14,271).

The remaining amount of USD 51,897,577 will be added to retained earnings to support the Company's business development.

3.a. Grant the power and authority to the Company’s Board of Commissioners to appoint a Public Accounting Firm to conduct an audit on the Consolidated Financial Statement for Fiscal Year 2021; and

   b. Grant the power and authority to the Board of Commissioners to ratify other requirements, and fee for the audit services by considering fairness and scope of the audit services.

4.a. Grant the power and authority to the Board of Commissioners of the Company to determine the salaries and honorarium for the Board of Directors of the Company for  the Fiscal Year 2021; and

   b. Determine the salaries and honorarium for members of the Board of Commissioners for Fiscal Year 2021 which should not exceed USD2,750,000 and granted power and authority to the President Commissioner to decide the distribution among members of the Board of Commissioners. 

5. With regards to the demise of Mr. Ir. Eddy Sumarsono as a Director of the Company and Mr. Basrief Arief, S.H., M.H. as a Commissioner of the Company, approve the decision of not appointing  replacements for the late Director and Commissioner, and therefore, the composition of the Board of Commissioner and Board of Directors of the Company shall be as follows:

Board of Commissioners

- President Commissioner : Lawrence Barki

- Commissioner : Drs. Yun Mulyana

- Commissioner : Steven Scott Barki

- Independent Commissioner : Dody Hasril

- Independent Commissioner : Astria Wizayanti

Board of Directors

- President Director  : Ray Antonio Gunara

- Director : Kenneth Scott Andrew Thompson

- Director : Peter Suwardi

- Independent Director : Then Min Ho (Hadi Tanjaya)

Further to the Meeting Agenda 2 above, it is hereby announced that the Schedule and Procedure for the Distribution of Cash Dividend for the Fiscal Year 2020, to be as follows:

Schedule for Distribution of Cash Dividends:

dividen

Distribution Procedure of Cash Dividends:

  1. Cash dividend will be distributed to the Shareholders of the Company whose names are registered in the Shareholders Register (“DPS”) or recording date on 18 June 2021 and/or holder of the Company’s shares on 18 June 2021 in the securities account at PT Kustodian Sentral Efek Indonesia (“KSEI”) at the closing of trading in the Indonesian Stock Exchange on 18 June 2021.
  2. For Shareholders of the Company whose shares are kept at KSEI collective deposit, the payment of cash dividend will be implemented through KSEI and will be distributed on 9 July 2021 to the Customer Fund Account (RDN) at the Securities Company and/or Custodian Bank where the Shareholders opened the securities account. While for the Shareholders of the Company whose shares are not kept at the KSEI collective deposit then the payment of cash dividend will be transferred to the account of the relevant Shareholder of the Company.
  3. The cash dividend is subject to tax based on the prevailing tax laws and regulations.
  4. Based on the prevailing tax laws and regulations, such cash dividend will be exempted as tax object if received by a shareholder who is a domestic entity taxpayer (“WP Badan DN”) and the Company does not withhold Income Tax over the cash dividend paid to such WP Badan DN. Cash dividend received by  a shareholder who is a domestic individual taxpayer (“WPOP DN”) will be exempted as tax object for so long as such dividend is invested within the territory of the Republic of Indonesia. For WPOP DN who does not fulfil the investment terms set out above, then the dividend received by such shareholder will be subject to income tax (“PPh”) based on the prevailing tax laws and regulations, and such Pph must be paid by the WPOP DN based on the provisions of Government Regulation No. 9 of 2021 on Tax Treatment for Supporting Ease of Business.
  5. The Shareholders of the Company can obtain a confirmation on the dividend payment through the securities company or custodian bank where the Shareholders of the Company opened the securities account, further the Shareholders of the Company shall be responsible for reporting the receipt of such dividend in the tax filing for the relevant fiscal year based on the prevailing tax laws and regulations.
  6. For Shareholder of the Company who is a Foreign Taxpayer whose tax deduction will be based on the tariff under the Exemption Approval on Double Taxation (“P3B”) must comply with the requirements of the Regulation of Director General of Tax No. PER-25/PJ/2018 on Procedure for Implementation of Exemption Approval of Double Taxation and submit documentary evidence or DGT/SKD receipt which has been uploaded to the website of the Directorate General of Tax to KSEI or Securities Administrative Bureau (BAE) PT Datindo Entrycom within the submission time limit based on the KSEI regulation and operating procedures, without such documents, the cash dividend payment will be subject to income tax (PPh) Article 26 amounting to 20%.

Jakarta, 10 June 2021

PT Harum Energy Tbk

Board of Directors