NOTICE of ANNUAL GENERAL MEETING (AGM) SUMMARY

Transcription

1 PT. MEDIA NUSANTARA CITRA Tbk ( Company ) NOTICE of ANNUAL GENERAL MEETING (AGM) SUMMARY The Board of Directors hereby announces the Annual General Meeting 2014 (AGM) and Extraordinary General Meeting (EGM) of the Company on: A. AGM Date : Wednesday, May Time : WIB Place : MNC Tower Auditorium, Level B2. Jl. Kebon Sirih No.17-19, Jakarta Pusat I. ATTENDANCES: Board of Commisioners 1. Mr. Rosano Barack, President Commissioner 2. Mr. B. Rudijanto Tanoesoedibjo, Commissioner 3. Mr. Drs. Sutanto, Independent Commissioner Directors 1. Mr. Hary Tanoesoedibjo, President Director 2. Mrs. Kanti Mirdiati Imansyah, Director 3. Mrs. Diana Airin, Director 4. Mr. Faisal Dharma Setiawan, Director 5. Mrs. Ella Kartika, Director 6. Mrs. Gwenarty Setiadi, Director Shareholders shares (82,99%) of shares. II. MEETING AGENDAS: 1. Annual Report from the Board of Directors for the year ended December 31, 2014; 2. Approval and ratification of the Company's Financial Statements for the year ended December 31, 2014 and to grant full release of responsibility for the Board of Commissioners and Board of Directors of the actions of supervision and maintenance which they did in the financial year ending on December 31, 2014 (acquit et de charge). 3. Appropriated the net profit of the Company for the year ending on December 31, 2014, and 4. Appointment of Independent Public Accountant to audit the books of the Company for the year that will end on December 31, 2015 and the granting of authority to the Board of Directors to determine the honorarium of the Independent Public Accountant, as well as other requirements related to such appointment. III.FULFILLMENT OF LEGAL PROCEDURES FOR THE MEETING: 1. Giving notice of Company Meeting to the Financial Services Authority (FSA) and the Indonesia Stock Exchange on April, by letter, No. Ref: 031-FSA / MNC-CS / INT / IV / 2015 regarding the Annual General Meeting for Financial Year of 2014 ("AGM") and the Extraordinary General Meeting ("EGM") of PT. Media Nusantara Citra Tbk (the "Company"). 2. Advertising the Meeting Announcement in 2 (two) daily newspapers, Koran Sindo and Investor Daily, as well as through Exchange web sites and Company web sites ( which all held on April, Advertising the Notice of Meeting which included Agendas of Meeting in 2 (two) daily newspapers, Koran Sindo and Investor Daily, as well as through Exchange web sites and Company web sites ( which all held on April,

2 IV. MEETING DECISIONS: FIRST MEETING AGENDAS: First Meeting Agendas. - The result of the voting is as follows: a. The shareholders who abstained as many as shares or 0.03%, of the total valid shares present at the Meeting b. No shareholders who disagree in the c. The shareholders who had agreed were 11,843,560,908 shares or 99.97% of total valid shares at the Meeting In accordance with the Financial Services Authority regulation No. 32 / POJK.04 / 2014, abstentions / blank vote is considered as a vote that is equal to a majority, thus the total votes are 11,848,124,508 shares or 100% of the total shares that attended The meeting decided to approve the decision of First Meeting Agendas. - The Result of First Meeting Agenda is as follows: Kindly received the Annual Report of the Board of Directors and Supervisory Report Board of Commissioners about the Company for the year ended December 31, SECOND MEETING AGENDAS: Second Meeting Agendas. - The result of the voting is as follows: a. The shareholders who abstained as many as shares or 0.22%, of the total valid shares present at the Meeting b. No shareholders who were disagree in the c. The shareholders who agreed were 11,822,048,508 shares or 99.78% of total valid shares at the Meeting In accordance with the Financial Services Authority regulation No. 32 / POJK.04 / 2014, abstentions / blank vote is considered as a vote that is equal to a majority, thus the total votes are 11,848,124,508 shares or 100% of the total shares that attended The meeting decided to approve the decision of Second Meeting Agendas. - The Result of Second Meeting Agenda is as follows: To approve the Company's Financial Statements for the year ended December 31, 2014, as audited by Public Accountant Office Osman Bing Satrio & Eny, and to release the full responsibility to the Board of Directors and Board of Commissioners, each over the management and control they have done in the Financial Year ended December 31, 2014 (acquit et de charge), all of their actions are reflected in the Company's Financial Statements for the year ended December 31, 2014, as well as by considering the Annual Report the Board of Directors of the Company for the year ended December 31, THIRD MEETING AGENDAS Third Meeting Agendas. No shareholders who disagreed or gave blank votes on the proposal of Third Meeting Agendas, and it can be concluded that all the shareholders at the Meeting or 11,848,124,508 approved the proposal of the Third Meeting Agendas. - The Results of Third Meeting Agenda are as follow: 1. To determine the net profit of the Company for the year ended December 31, 2014, is as follows: (I) Rp , - (one billion rupiah) will be recorded as a reserve fund to meet the provisions of the Articles of Association and Law No. 40 of 2007 of Limited Company; (II) Final cash dividend will be distributed to the shareholders of the Company, each of which will receive proportionally according to the number of shares owned, ie for every 1 (one) share entitled to receive a final cash dividend of Rp. 63, - (sixty three Rupiah), based on the number of shares cum dividend date. Regarding the procedure of the final cash dividend will be announced in the newspapers, and on receipt of final cash dividends will be taxed in accordance with the provisions of the legislation in the field of taxation; and (III) The remainder of the Company's profit will be recorded as retained earnings to strengthen the Company's capital structure.

3 2. To determine the distribution of bonuses, where the authority to determine the amount of the bonus as well as the implementation of the distribution is given to the Board of Directors. 3. To authorize the Board of Directors to implement the use of revenues mentioned above, including determining the schedule and procedure of implementation of the dividend final cash to shareholders of the Company, one way or another without any exceptions. FOURTH MEETING AGENDAS: Fourth Meeting Agendas a. The shareholders who abstained as many as shares or 0.22% of the total valid shares at the b. The shareholders who disagreed were as many as shares or 1.60% of the total valid shares at the c. The shareholders who agreed were as many as shares or 98.17% of the total valid shares at the In accordance with the Financial Services Authority Regulation No. 32 / POJK.04 / 2014, abstentions / blank vote is considered as a vote that is equal to a majority, thus the total votes are shares or 98.39% of the total shares that attended The meeting decided to approve the decision of Fourth Meeting Agendas. - The Results of Fourth Meeting Agenda are as follow: 1. Approved the granting of authority to the Board of Directors to appoint the Company's Independent Public Accounting Firm to audit the books of the Company for the year ended December 31, 2015; and 2. Provide the authority and power to the Board of Directors to determine the honorarium and other requirements to the appointment of the Independent Public Accountant. B. EGM Date : Wednesday, May Time : WIB Place : MNC Tower Auditorium, Level B2. Jl. Kebon Sirih No.17-19, Jakarta Pusat I. ATTENDANCES: Board of Commisioners 1. Mr. Rosano Barack, President Commissioner 2. Mr. B. Rudijanto Tanoesoedibjo, Commissioner 3. Mr. Drs. Sutanto, Independent Commissioner Directors 1. Mr. Hary Tanoesoedibjo, President Director 2. Mrs. Kanti Mirdiati Imansyah, Director 3. Mrs. Diana Airin, Director 4. Mr. Faisal Dharma Setiawan, Director 5. Mrs. Ella Kartika, Director 6. Mrs. Gwenarty Setiadi, Director Shareholders shares (82,99%) of shares. II. MEETING AGENDAS: 1. Granting authority to the Board of Commissioners of the Company to issue shares in the Company related to the implementation of the Employee and Management Stock Option Program (EMSOP) which has been issued by the Company; and 2. Amendment to the Articles of Association.

4 III. FULFILLMENT OF LEGAL PROCEDURES FOR THE MEETING: 1. Delivering the Announcement of Company's Meeting to the Financial Services Authority (FSA) and the Indonesia Stock Exchange on April, by letter No. Ref.: 031-FSA / MNC-CS / INT / IV / 2015 regarding the General Meeting for Financial Year of 2014 ("AGM") and the General Meeting Extraordinary Shareholders ("EGM") of PT Media Nusantara Citra Tbk ("the Company "). 2. Advertising the Meeting Announcement in 2 (two) daily newspapers, Koran Sindo and Investor Daily, as well as through Exchange web sites and Company web sites ( which all held on April, Advertising the Notice of Meeting which included Agendas of Meeting in 2 (two) daily newspapers, Koran Sindo and Investor Daily, as well as through Exchange web sites and Company web sites ( which all held on April, IV. MEETING DECISIONS: FIRST MEETING AGENDAS: First Meeting Agendas a. The shareholders who abstained as many as shares or 0.95% of the total valid shares at the b. The shareholders who disagreed were as many as shares or 14.58% of the total valid shares at the c. The shareholders who agreed were as many as shares or 84.46% of the total valid shares at the In accordance with the Financial Services Authority Regulation No. 32 / POJK.04 / 2014, abstentions / blank vote is considered as a vote that is equal to a majority, thus the total votes are shares or 85.42% of the total shares that attended The meeting decided to approve the decision of First Meeting Agendas. - The results of First Meeting Agendas are as follow: 1. To give authorize and power to the Board of Directors, with the approval of the Board of Commissioners, to issue shares in the Company related to the implementation of EMSOP which has been published by the Company; and 2. To approve the authorization of the Board of Directors to perform all necessary actions in connection with the implementation of the EMSOP, including creating or requesting made of all documents, agreements, and certificates, facing in the presence of the parties or the competent authorities, including the Notary, entirely without any exceptions. SECOND MEETING AGENDAS Second Meeting Agendas.. - Decision-making is done by verbal voting a. No shareholders who abstained on the meeting b. The shareholders who disagreed were as many as shares or 5.54% of the total valid shares at the c. The shareholders who agreed were as many as shares or 94.46% of the total valid shares at the As a result, the proposal was approved by majority vote. - The Results of Second Meeting Agendas are as follow: 1. To approve amendments to the Articles of Association of the Company in connection with the application of the Regulation of Financial Services Authority and readjust the Articles of Association of the Company with the planning changes that has been distributed to the shareholders before the Meeting; and 2. To approve authorization of the Board of Directors to perform all necessary actions in connection with the amendment of the Articles of Association of the Company, including creating or requesting made of all documents, agreements and certificates, facing in the presence of the parties or the competent authorities, including the Notary, entirely without any exceptions.

5 SCHEDULE AND PROCEDURES FOR CASH DIVIDEND of FINANCIAL YEAR 2014 In connection with the decision of the Third Meeting Agendas of AGM as mentioned above, it is hereby notified schedule and procedure for the distribution of a cash dividend for financial year 2014 amounting to Rp. 63, - (sixty three Rupiah) per share, as follows: A. Dividend Distribution Schedule: a. Cum dividend in regular market and negotiation : May 27, 2015 b. Ex dividend in regular market and negotiation : May, c. Cum dividend in cash market : June, d. Recording date, entitled to cash dividend : June, e. Ex dividend in cash market : June, f. Cash Payment of Dividend : June, B. Dividend Distribution Procedures: 1. For shareholders whose shares are registered in the Collective Custody of PT. Kustodian Sentral Efek Indonesia ( KSEI ), the cash dividend will be accepted through the Account Holder in KSEI. 2. For shareholders who still use the script, then the dividend will be paid by check, which can be taken at the Share Administration Bureau (BAE) of the Company: PT. BSR Indonesia Komplek Perkantoran ITC Roxy Mas Blok E1 No Jl. K.H. Hasyim Ashari, Jakarta Phone: (021) ; Fax: (021) Cash dividends to be paid will be taxed in accordance with the provisions of the Law or Regulations Taxation in Indonesia. 4. For shareholders who are taxpayers in Indonesia in the form of are legal entities which have not submitted a Tax Identification Number ("NPWP") are required to submit NPWP before June 1, 2015 at 16:00 WIB, with the following conditions: a. For shareholders who are still using the script, then the NPWP is submitted to the BAE of the Company. b. For shareholders whose shares are registered in KSEI, the NPWP is submitted to KSEI through Account Holder, pointed by each shareholder. Without NPWP, cash dividends paid to corporate taxpayers will be cut to the domestic law tax of 30% (thirty percent). 5. According to the Directorate General of Tax Regulation No. PER-61 / PJ / 2009 ("PER-61 / PJ / 2009"), as amended by Directorate General of Tax Regulation No. PER-24 / PJ / 2010, foreign shareholders, whose country has a Agreement Avoidance of Double Taxation (P3B) with Indonesia, which wants the tax cuts adapted to these rules in order to send / submit the original Certificate of Domicile ("SKD") and DGT Form which already signed in accordance with annex PER-61 / PJ / 2009, with the following conditions: a. For shareholders who are still using the script, the original SKD and DGT From should be mailed / delivered to the BAE of the Company. b. For shareholders whose shares are registered in KSEI, the original SKD and DGT Form should be mailed / delivered to KSEI through Account Holder, pointed by each shareholder. The original SKD and DGT form should be received before June 1, 2015 at 16:00 WIB. The absence of these documents, dividends paid to foreign shareholders will be subject to tax Article 26 with rate of 20% (twenty percent). Jakarta, May Board of Directors