Resolution of AGMS - Fiscal Year 2016

May 26, 2017
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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 2016, was held on Tuesday, 23th May 2017, at 10.40 – 11.45 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 2016, 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 2016;
  2. Determination on the use of the Company’s Net Profit for financial year 2016;
  3. Appointment of the Public Accountant to audit the Company’s Financial Statement for the financial year ended 31 December 2017; 
  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 2017;
  5. Report on the Use of the Proceeds from the Initial Public Offering (“IPO”) as of 31 December 2016; 

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 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 83,909,000 shares, was as follow:

 Descriptions  Attendances
 Number of shares  2,101,006,275
 Percentage  80.175%

 

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

2,097,507,975 shares

(99.834%)

3,260,600 shares

(0.155%)

237,700 shares

(0.011%)

2

2,100,350,275 shares

(99.969%)

656,000 shares

(0.031%)

-

3

2,085,450,475 shares

(99.259%)

14,326,700 shares

(0.682%)

1,229,100 shares

(0.059%)

4

2,099,358,875 shares

(99.922%)

656.000 shares

(0.031%)

991,400 shares

(0.047%)

5

 

Did not take a vote since categorized as Report.

 

 

Results of the AGMS are as follows:

  1. a. Approved and ratified:
    i)        The Annual Report for the financial year 2016, which includes the Company’s Activity Report, the Board of Commissioners’ Supervisory Report for the financial year 2016;
    ii)       The Audited Financial Statement for the year ended 31 December 2016, which has been audited by Public Accountant Satrio Bing Eny & Rekan, with the fair opinion in all material aspects, as stated in their Report No. GA117 0240 HE AI dated 30 March 2017.

    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 2016, provided that such acts were reflected in the Company’s Audited Financial Statement for the financial year 2016.
  2. Approved the determination on the use of the Company’s Net Profit for financial year 2016, 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 3,687,485; or equal to 12.77% of the Company’s paid-up capital.
    b. The remaining USD 13,249,751 will increase the balance of Unappropriated Retained Earnings to support the development of the Company.
    Thus, the retained earnings of the Company as of 31 December 2016 is amounted USD 144,506,119.

  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 2017, provided that the appointed Public Accountant is registered in Financial Service Authority and has established a good reputation.
    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 2017.
    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 2017, 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 2016.

 

 

Jakarta, 26 May 2017
PT Harum Energy Tbk
Board of Directors