Resolution of AGMS

May 18, 2016
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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 2015, was held on Monday, 16th May 2016, at 09.35 – 10.45 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 2015, 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 2015;
  2. Determination on the use of the Company’s Net Profit for financial year 2015;
  3. Appointment of the Public Accountant to audit the Company’s Financial Statement for the financial year ended 31 December 2016; 
  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 2016;
  5. Report on the Use of the Proceeds from the Initial Public Offering (“IPO”) as of 31 December 2015, as well as the approval of the change of use of Proceeds from the IPO;
  6. Report of the realization of the Company's Employee and Management Stock Option Program ("EMSOP") as of 31 December 2015;
  7. Change of the Board’s composition.

 

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   : Budi Rahardja Independent Director : David John Heap
Independent Commissioner :  Agus Rajani Panjaitan    

 

Quorum of Attendance

The quorum of attendance of the shareholders or their proxies from the total of Company’s paid up capital, after deducted by the number of treasury stocks from buyback program of 34,223,100 shares, was as follow:

Descriptions Attendances
Number of shares 2,080,385,061
Percentage 77.935%

 

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, there were 3 (three) shareholders who raised several questions in relation to the materials presented. All the questions were well 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 Results and Resolutions

 I. The voting results were as follows:

 

Agenda

Voting Results

Agree

DIsagree

Abstain

1

2,079,244,561 shares

(99.945%)

39,000 shares

(0.002%)

1,101,500 shares

(0.053%)

2

2,080,385,061 shares

(100.000%)

-

-

3

2,038,997,761 shares

(98.011%)

377,100 shares

(0.018%)

41,010,200 shares

(1.971%)

4

2,080,385,061 shares

(100.000%)

-

-

5

2,080,385,061 shares

(100.000%)

-

-

6

 

Did not take a vote since categorized as Report.

 

7

1,993,881,961 shares

(95.842%)

86,503,100 shares

(4.158%)

-

 

Results of the AGMS are as follows:

  1. a. Approved and ratified:
    i)        The Annual Report for the financial year 2015, which includes the Company’s Activity Report, the Board of Commissioners’ Supervisory Report for the financial year 2015;
    ii)       The Audited Financial Statement for the year ended 31 December 2015, 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. GA116 0294 HE AI dated 30 March 2016.

    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 2015, provided that such acts were reflected in the Company’s Audited Financial Statement for the financial year 2015.

  2. Approved not to distribute dividend for financial year 2015.

  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 2016.
    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 2016.
    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 2016, which will be distributed to the member of the Board of Commissioners, 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 2015 as well as approved the change of allocation use of Proceeds from IPO.

  6. Accepted the report of Employee and Management Stock Option Program (EMSOP) of the Company as of 31 December 2015.

  7. a. Approved the resignation of Bapak Budi Rahardja as a Commissioner of the Company;
    b. Approved the appointment of Bapak Steven Scott Barki as new Commissioner of the Company for the remaining period of Commissioners being replaced.

 

 

Jakarta, 18 May 2016
PT Harum Energy Tbk
Board of Directors