Resolution of Annual GMS and Extraordinary GMS - Fiscal Year 2019

Aug 27, 2020
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ANNOUNCEMENT

SUMMARY OF MINUTES OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

AND

SUMMARY OF MINUTES OF EXTRAORDINARY 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 2019 and Extraordinary General Meeting of Shareholders (“EGMS”) were held on Tuesday, August 25, 2020, at 14:10 – 15.21 WIB, in Deutsche Bank Building, 17th Floor, Jl. Imam Bonjol No. 80, Jakarta Pusat.

Agendas:

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

  1. Approval of the Company’s Annual Report Year 2019, 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 2019;
  2. Determination of the use of the Company’s Net Profit for Financial Year 2019;
  3. Appointment of the Public Accounting Firm to audit the Company’s Financial Statement for Financial Year 2020 and to determine other requirements;
  4. Change of the Company’s Management; and
  5. Determination of remuneration and honorarium for the members of the Board of Directors and the Board of Commissioners in Financial Year 2020.

As stipulated in the EGMS Invitation, the agenda of EGMS is as follows:

  • Amendment to the Company’s Articles of Association, including changes of Article 3 of the Company’s Articles of Association regarding the Purposes and Objectives and Business Activities of the Company.

Attendance of The Board of Commissioners and The Board of Directors

AGMS

Board of Commissioners

Board of Directors

Independent Commissioner :

Agus Rajani Panjaitan

President Director :

Ray Antonio Gunara

 

Director :

Kenneth Scott Andrew Thompson

EGMS

Board of Commissioners

Board of Directors

-

President Director :

Ray Antonio Gunara

 

Director :

Kenneth Scott Andrew Thompson

 

Quorum of Attendance 

The quorum of attendance of the Company’s Shareholders or their Proxy which was calculated from the Company’s total issued and paid-up capital after deducting the shares bought back by the Company in the amount of 177,352,800 shares are as follows:

Descriptions AGMS EGMS
Number of shares attended 2,190,935,167 2,190,935,973
Percentage 86.726% 86.726%

 

Question and Answers (Q&A) Session

As described in the AGMS and EGMS Rules distributed to all Shareholders, in each Agenda the Shareholders or their Proxy are provided with the opportunity to raise questions. In AGMS, there were questions raised from the Shareholders or their Proxy related to the materials presented in the AGMS, and all of the questions were addressed by the Board of Directors. In the EGMS, there was no question raised from the Shareholders or their proxy.

 Mechanism of Resolution

The resolutions are made by deliberation to reach a consensus. However, for Shareholder or their Proxy who do not agree or cast a blank vote, the resolution will be made by voting through submitting a ballot card.

Voting Results and Resolutions

 I.    The voting results of AGMS of the Company were as follows:  

Agendas

Voting Results

Agree

Disagree

Abstain

1

2,190,935,167 shares

(100%)

-

-

2

2,190,877,667 shares

(99.997%)

57,500 shares

(0.003%)

-

3

2,190,796,567 shares

(99.994%)

138,600 shares

(0.006%)

-

4

2,170,804,115 shares

(99.081%)

20,131,052 shares

(0.919%)

-

5

2,190,935,167 shares

(100%)

-

-

 

Results of the AGMS are as follows:

1.  a.  Approved and ratified:
       i. The Company’s Annual Report Financial Year 2019, including the Company’s Activity Report, and Board of Commissioners Supervisory Report for Financial Year 2019; and
      ii. The Company’s Consolidated Financial Statements for the Financial Year ended on December 31, 2019, as audited by Public Accounting Firm Purwantono, Sungkoro & Surja, with an unqualified opinion in all material aspects, as stated in report No. 00310/2.1032/AU.1/02/0685-2/1/III/2020 dated 31 March 2020.
    b. Granted full release and discharge of responsibilities (acquit et decharge) to all members of the Board of Directors and Board of Commissioners of all management and supervision actions carried out during the Financial Year ended on December 31, 2019, to the extent that those actions are reflected in Company’s Consolidated Financial Statements for Financial Year 2019.
 
2. Approved the use of the Company’s Net Profit for the Financial Year 2019, as follows:
    a. USD 100,000 (0.35% of the Company’s total issued and paid-up capital) as Reserve Fund, so that the Company’s Reserve Fund would amount to USD 3,987,485; or equals to 13.81% of the Company’s total issued and paid-up capital;
     b. The remaining USD 18,404,237 will be added to the retained earnings balance to support the Company’s business expansion; and
      c. No distribution of cash dividend for Financial Year 2019.
 
3.   a. Granted power   and   authority   to  the Company’s   Board of Commissioners   to   appoint the  Public Accounting Firm to conduct audit on the Consolidated Financial Statement for Financial Year 2020; and
     b. Granted power and authority to the Board of Commissioner to determine other requirements, fee amount for audit services by considering fairness and the scope of audit works.
 
4.  a. Reappoint all members of the Board of Directors;
     b. Appoint Mr. Peter Suwardi as the Company’s Director;
     c. Reappoint Mr. Lawrence Barki, Mr. Yun Mulyana, Mr. Steven Scott Barki, and Mr. Basrief Arief as members of the Company’s Board of Commissioners; and
     d. Appoint Mr. Dody Hasril and Mrs. Astria Wizayanti as the Company’s Independent Commissioners.
For the term of office starting from the closing of this Meeting until the fifth AGMS after the date of appointment.
Therefore, in accordance with the abovementioned resolutions, the composition of the Company’s Board of Commissioners and Board of Directors are as follows:
Board of Directors :
President Director      : Mr. Ray Antonio Gunara
Director                      : Mr. Ir. Eddy Sumarsono
Director                      : Mr. Kenneth Scott Andrew Thompson
Director                      : Mr. Peter Suwardi
Independent Director : Mr. Then Min Ho (Hadi Tanjaya)
Board of Commissioners :
President Commissioner      : Mr. Lawrence Barki 
Commissioner                      : Mr. Drs. Yun Mulyana
Commissioner                      : Mr. Basrief Arief, S.H., M.H.
Commissioner                      : Mr. Steven Scott Barki
Independent Commissioner : Mr. Dody Hasril
Independent Commissioner : Mrs. Astria Wizayanti
 
5.   a. Granted  power and authority to the Company’s Board of Commissioners to determine the remuneration and honorarium for the Board of Directors of the Company for  the  Financial Year 2020; and
      b. Determined remuneration and honorarium for members of the Board of Commissioners for Year 2020 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.  
 

 II.    The voting results of EGMS of the Company were as follows:  

Agendas

Voting Results

Agree

Disagree

Abstain

1

2,170,804,921 shares

(99.081%)

20,131,052 shares

(0.919%)

-

 

Results of the AGMS are as follows:

1.  Amended part of the Company’s Articles of Association in accordance with the Financial Service Authority (“OJK”) Regulation and KLBI 2017:
 
Article 3   : Purpose and Objectives and Business Activities
Article 11 : General Meeting of Shareholders (“GMS”)
Article 12 : Venue and Timing of GMS 
Article 14 : Announcement of GMS 
Article 15 : Agendas of GMS 
Article 16 : Invitation of GMS
Article 17 : Rights of Shareholders and Attendance of Other Parties in GMS
Article 20 : Minutes of GMS and Summary Minutes of GMS
Article 21 : Attendance quorum and Results of GMS
 
2.  Granted authority to each of the Company’s Board of Directors members to act on behalf of the Company, with substitution rights, to arrange, change including add and remove, as well as take all other necessary actions in connection with the amendment of the Company’s Articles of Association.
 

Jakarta, 27 August 2020

PT Harum Energy Tbk

The Board of Directors