PT MANDOM INDONESIA Tbk ( the COMPANY ) Located in Bekasi Regency ANNOUNCEMENT OF SUMMARY OF MINUTES OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

Transcription

1 PT MANDOM INDONESIA Tbk ( the COMPANY ) Located in Bekasi Regency ANNOUNCEMENT OF SUMMARY OF MINUTES OF ANNUAL GENERAL MEETING OF SHAREHOLDERS The Board of s of (hereinater referred as the Company ) hereby announces the Summary of Minutes of Annual General Meeting of Shareholders (hereinafter referred as AGMS ) as follows: A. AGMS was held on: Day/Date : Thursday/April 20, 2017 Time : WIB WIB Venue : Ballroom B Hotel AYANA Midplaza Jakarta (d/h InterContinental Jakarta MidPlaza) Jl. Jend. Sudirman Kav Jakarta B.With the following agenda: 1. Approval of the changes of Public Accountant Office who performs audit on the Company s financial report for the year 2016 with regard to the changes of the name of the said Public Accountant Office; 2. The Company s Annual Report for Fiscal Year 2016: a.approval of the Company s Annual Report; b.ratification of the Company s Financial Report; c. Ratification of the Board of Commissioners supervisory report; 3. Appropriation of the Company s Net Income for the Fiscal Year 2016; 4. Change in composition of the members of the Company s Board of s and Board of Commissioners; 5. a. Determination of remuneration and allowances and/or other income for all members of the Board of s of the Company for fiscal year 2017; b. Determination of remuneration and allowances and/or other income for all members of the Board of Commissioners of the Company for fiscal year 2017; 6. Appointment of Public Accountant for fiscal year Amendment to the Regulation of Pension Fund with regard to the changes in the retirement age of the employee.

2 C. Members of Board of s and Board of Commissioners attended the AGMS Board of s President /Chief Executive Officer (CEO): Muhammad Makmun Arsyad Vice President : Norikazu Furubayashi Vice President : Kuniyuki Ota /Chairman : Tatsuyoshi Kitamura /Senior Managing : Herman Saleh /Senior : Chin Choon Keng /Senior : Masahiro Ueda : Tugiyono : Sanyata Adi Saputra : Tiurma Rondang Sari : Effendi Tandi : Liandhajani : Masahiro Ozaki : Hiroshi Ito : Hiroo Masuda Board of Commissoners President Commissioner Commissioner Commissioner : Tatsuya Arichi : Motonobu Nishimura : Lie Harjono : Dr. Bambang Rudyanto : DR. Marsetio D.The AGMS was attended by 177,435,463 shares with valid voting rights or equal to 88.25% of shares with valid voting rights which have been issued by the Company. E. In the AGMS, the Shareholders and their proxy/representative were given opportunity to raise questions and/or give opinion regarding the agenda of AGMS. F. During AGMS there were no questions and/or opinion given. G. Voting mechanism: The resolutions in the AGMS were conducted in amicable manner. In the event where no amicable decision is reached, voting system is implemented.

3 H. Result of AGMS Agenda Agree Against Abstain Agenda I 177,435,463 shares 0 share or 0% shares 0 share or 0% shares Agenda II 177,435,463 shares 0 share or 0% shares 0 share or 0% shares Agenda III 177,435,463 shares 0 share or 0% shares 0 share or 0% shares Agenda IV 177,435,463 shares 0 share or 0% shares 0 share or 0% shares Agenda V 177,435,463 shares 0 share or 0% shares 0 share or 0% shares Agenda VI 177,435,463 shares 0 share or 0% shares 0 share or 0% shares Agenda VII 177,435,463 shares 0 share or 0% shares 0 share or 0% shares

4 I. The resolutions of AGMS are as follows: First Agenda Approve the changes of Public Accountant Office who performs audit on the Company s financial report for the year 2016 with regard to the changes of the name of the said Public Accountant Office from Public Accountant Office Osman Bing Satrio & Eny (member of Deloitte Touche Tohmatsu Limited) to Public Accountant Office Satrio Bing Eny & Rekan (member of Deloitte Touche Tohmatsu Limited). Second Agenda 1. approve the Company s annual report for the 2016 fiscal year; 2. ratify the Company s financial report of the 2016 fiscal year audited by Public Accountant Office Osman Bing Satrio & Eny (member of Deloitte Touche Tohmatsu Limited), as stated in the Independent Auditor Report dated March 3, 2016 number GA MI SK, with unqualified opinion; 3. ratify the supervisory report of the BOC for the 2016 fiscal year; and 4. acquitted and discharged ( acquit et décharge ) the BOD of the Company for the management and representative duties and responsibilities; and the BOC of the Company for the supervisory, approval and monitoring duties and responsibilities performed during the 2016 fiscal year, as long as these duties and responsibilities are reflected in the Company s 2016 Annual Report. Third Agenda Approve the appropriation of the Company s net income for the 2016 fiscal year, amounting Rp162,059,596, with detail as follows: 1. a. Rp82,437,333, or Rp per share will be distributed as cash dividend of the 2015 fiscal year for the Company s Shareholders; b. Authorized and gave power of attorney to the Company s Board of s to make further arrangement of the dividend distribution, with respect to the regulations of Indonesia Stock Exchange; and 2. the remaining Rp79,622,262, will be recorded as retained earnings to finance the Company s business activities.

5 Fourth Agenda 1. a. acknowledge the resignation of Norikazu Furubayashi from his assignment as Vice President of the Company, Tugiyono as of the Company, and Monalisa Octavia as -Independent of the Company, effective as of the adjournment of this Meeting, as well as thanking for the services rendered during the assignment; b.with regard to the reposition of member of Board of s and Board of Commissioners of the Company: 1) honorably discharge Muhammad Makmun Arsyad from his assignment as President /Chief Executive Officer (CEO) of the Company and appoint Muhammad Makmun Arsyad as Vice President of the Company; 2) honorably discharge Tatsuya Arichi from his assignment as President Commissioner of the Company and appoint Tatsuya Arichi as President /Chief Executive Officer (CEO) of the Company; 3) honorably discharge Tatsuyoshi Kitamura from his assignment as /Chairman of the Company and appoint Tatsuyoshi Kitamura as President Commissioner of the Company; 4) honorably discharge Kuniyuki Ota from his assignment as Vice President of the Company and appoint Kuniyuki Ota as /Senior Managing of the Company; and 5) honorably discharge Herman Saleh from his assignment as /Senior Managing of the Company and appoint Herman Saleh as Independent Commissioner of the Company, effective as of the adjournment of this Meeting, exclude the appointment of Herman Saleh as of the Company which will be effective as of six months after the adjournment of this Meeting, namely ; and

6 c. appoint Noboru Nonaka as the new /Senior Managing of the Company and Koichi Watanabe as the new /Senior Managing of the Company, effective as of the adjournment of this Meeting. Therefore the composition of member of Board of s and member of Board of Commissioners of the Company is: Board of s President / Chief Executive Officer (CEO) : Tatsuya Arichi : Muhammad Makmun Arsyad Vice President /Senior Managing : Kuniyuki Ota /Senior Managing : Noboru Nonaka /Senior Managing : Koichi Watanabe /Senior /Senior -Independent : Chin Choon Keng : Masahiro Ueda : Sanyata Adi Saputra : Tiurma Rondang Sari : Effendi Tandi : Liandhajani : Masahiro Ozaki : Hiroshi Ito : Hiroo Masuda Board of Commissioners President Commissioner Commissioner Commissioner : Tatsuyoshi Kitamura : Motonobu Nishimura : Lie Harjono : Dr. Bambang Rudyanto : DR. Marsetio : Herman Saleh, effective as of the adjournment of this Meeting, exclude the appointment of Herman Saleh as of the Company which will be effective as of six months after the adjournment of this Meeting, namely , with term of office until the adjournment of the Annual General Meeting of Shareholders of 2017 fiscal year, which will be conducted by latest June 2018, without reducing the rights of AGMS to dismiss (-they) at any time, and;

7 2. authorize the Company s BOD to sign required Notary Deeds; to access the Legal Entities Administration System; to notify the changes to the Minister of Law and Human Rights of the Republic of Indonesia in order to obtain the acceptance letter of the announcement of the changes of the Company s data as stated in the Article 94 Clause (7) and Article 111 Clause (7) of Company Law; to make amendment and/or adjustment needed to obtain the acceptance letter; to register in the Compulsory Register of Companies; to submit and sign all petition and other documents; to choose the domicile; and to perform other necessary actions. Fifth Agenda 1. authorize the Company s BOC to determine the maximum amount of remuneration and allowances and/or other income for all members of the Company s BOD for the 2017 fiscal year ; and 2. a. determine the number of remuneration and allowances and/or other income for all members of the Board of Commissioners of the Company for the 2017 fiscal year with maximum amount of Rp6,000,000, after tax; and b. authorize the Company s BOC to determine the maximum amount of the remuneration and allowances and/or other income for all members of the Company s BOC. Sixth Agenda Re-appoint the Public Accountant Office Osman Bing Satrio & Eny (member of Deloitte Touche Tohmatsu Limited) to conduct audit for the Company s financial report for the 2017 fiscal year and authorized the Company s BOD to determine the honorarium and other requirements upon the appointment of the said Public Accountant Office. Seventh Agenda 1. approve the amendment of the Regulation of Pension Fund of PT Mandom Indonesia Tbk with regard to the changes in the retirement age of the employee from 55 years old to 56 years old; 2. authorize the Board of s of the Company to perform any necessary actions required with regard to the statement of the Board of s of the Company; and 3. authorize the Board of Commissioners of the Company to provide approval upon the statement of the Board of s of the Company, with regard to the application for the amendment of the Regulation of Pension Fund of Mandom Indonesia to the Financial Services Authority, in the event of any subsequent amendment to the Regulation of Pension Fund of Mandom Indonesia.

8 RULES AND REGULATIONS OF CASH DIVIDEND ARE AS FOLLOWS: 1. Those entitled to receive cash dividend are Shareholders whose names are listed in the Company s Shareholders Register as of May 3, 2016 and/or Company s Shareholders on Sub Security Account in PT Kustodian Sentral Efek Indonesia (KSEI) on the closing of trading of May 4, Share trading in the Indonesia Stock Exchange will commence until: April 28, 2017 Cum Dividen (Regular and Negotiation Market) May 2, 2017 Ex Dividen (Regular and Negotiation Market) May 4, 2017 Cum Dividen (Cash Market) May 5, 2017 Ex Dividen (Cash Market) 3. Dividend will be paid starting May 24, For Shareholders whose shares are deposited in KSEI collective shares, cash dividend payment will be conducted through KSEI and will be distributed to the account in Security Companies and or Custodian Bank on May 24, Payment proof of the cash dividend will be distributed by KSEI to the Shareholders through Security Companies or Custodian Bank where the Shareholders originally open their security accounts. 5. For Shareholders whose shares are not deposited in KSEI s collective deposit, cash dividend will be distributed only via bank transfer to the Shareholders bank account. Therefore, Shareholders are required to inform their Name, Bank Address and Account Number through written statement signed upon appropriate duty stamp by latest May 4, 2017 at 16:00 WIB addressed to the Company s Share Registrar ( BAE ), PT Sirca Datapro Perdana, Jalan Johar No.18, Menteng, Jakarta 10340, Telephone (O21) without any administration charges. Should Shareholders do not have bank account, please contact the Company s BAE as mentioned above for the payment process.

9 6. The cash dividend will be subject to taxation in accordance with the prevailing regulations in the Republic of Indonesia. Therefore, Shareholders are requested to submit the required documents as follows: a. For Shareholders who are Resident Taxpayer in form of Legal Entity who have not submitted their Taxpayer Identification Number ( NPWP ), are requested to submit their NPWP. Without the NPWP submission, cash dividend paid will be subject to 30% Income Tax. b. For Shareholders who are Non-Resident Taxpayer whose tax deduction will be based on the Tax Treaty of Double Taxation Avoidance (P3B), are required to provide Certificate of Domicile (SKD) with the form as required and has been legalized by Tax Service Office for Listed Company. Without SKD, cash dividend paid will be subject to 20% Income Tax based on Income Tax Article 26. c. All the above required documents must be submitted by latest May 4, 2017 at 16:00 to BAE for Shareholders whose shares are still in the form of script shares or to KSEI for Shareholders whose shares are registered in Collective Deposit, noted that Foreign Shareholders whose shares are registered in Collective Deposit of KSEI must abide to the prevailing rules and regulations required by the Circular Letter No. SE-0001/DIR-EKS/KSEI/0315 dated March 25, For Shareholders whose shares are registered in the Collective Deposit of KSEI, tax receipt of the cash dividend can be obtained in the Security Companies or Custodian Banks where Shareholders originally open their security accounts and as for Shareholders whose shares are still in the form of script shares, tax receipt will be sent to their address. This announcement is hereby made to the attention of all Shareholders. Bekasi, April 25, 2017 PT MANDOM INDONESIA Tbk Board of s