ANNOUNCEMENT OF THE RESULT OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS PT TRADA MARITIME Tbk ("Company")

Transcription

1 ANNOUNCEMENT OF THE RESULT OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS PT TRADA MARITIME Tbk ("Company") The Board of Directors of the Company hereby announce the results of the Extraordinary General Meeting of Shareholders ("Meeting") of the Company which was held on Thursday, October 19, 2017, at Ballroom 1, 5th Floor, Four Seasons Hotel, Capital Place, Jl. Gatot Subroto Kav.16, Kuningan, Mampang Prapatan, South Jakarta as follows: The meeting opened at 10:42 pm and closed at 12:10 pm. A. Agenda of the Meeting as follows: 1. Increase of Authorized Capital of the Company; 2. Change of Name of the Company; 3. Amendment to the Articles of Association of the Company to conform with the applicable Regulations, including the provisions of Article 3 of the Articles of Association concerning Purpose, Objectives and Business Activities; 4. Changes in the composition of the Board of Directors and Board of Commissioners; 5. Approval to receive a loan from UoB Kay Hian Credit Pte. Ltd. including providing guarantees for the purpose of the loan; 6. Approval of Affiliate Transactions as referred to in Regulation IX.E.1 in connection with the purchase of shares of mining companies; 7. Approval on Material Transactions as referred to in Regulation IX.E.2 in connection with the purchase of shares of mining companies and shares of publicly listed companies. B. The Meeting attended by members of the Board of Commissioners and Board of Directors of the Company as follows: Mr. Kris Hidayat Sulisto, President Commissioner Mr. Ida Bagus Oka Nila, Independent Commissioner Mr. Ismail, President Director Ms. Asnita Kasmy, Director C. Quorum of Attendance of the Shareholders. The Meeting attended by the legitimate shareholders and/or the shareholders proxy representing 7,333,144,506 numbers of shares or equivalent to 75.35% out of the total 9,731,641,746 shares issued or placed by the Company. Therefore the provisions concerning the quorum of the Meeting as stipulated in Article 86 paragraph 1, Article 88 paragraph 1 and Article 89 paragraph 1 of rule No. 40 of 2007 regarding Limited Liability Company and Article 13 paragraph 1 of the Company's Articles of Association, has been fulfilled. D. The Opportunity of Question and Answer. Before the decision is made, the shareholders and / or their proxy(ies) present in the Meeting were given the opportunity to ask questions, opinions, suggestions and / or suggestions related to the Meeting Agenda being discussed, by the mechanism of raising their hand and submitting the inquiry forms. There was 1 (one) shareholder representing 52,500 shares asked questions pertaining the Fourth and Sixth of the Meeting Agenda.

2 E. Decision Making Mechanism. The decision-making mechanism was done verbally by asking the shareholders and / or their proxies to raise a hand for those who vote in disagreement and/or abstain, while those who vote in favor are not asked to raise their hand. Abstained votes are considered to be the same vote as the majority of the voting stockholders. F. Meeting Decisions. The decisions made in the Meeting were as follows: The decision for the First Agenda of the Meeting through verbal voting, were: there are 65,981,400 shareholders declared disagree, none abstained and the remaining agreed. Thus, based on the majority vote of 7,267,163,106 shares (99.10%), agreed to: 1. Increase the authorized capital of the Company from Rp.1,500,000,000,000 to Rp 18,000,000,000,000, thereby amending the Article 4 paragraph (1) of the Company's Articles of Association. actions in relation to the increase of the authorized capital. 3. To grant power and authority to the Board of Directors of the Company to amend the Company's Articles of Association should the paid up capital of the Company is executed within 6 months since obtaining the approval from the Minister of Law and Human Rights is less than 25% of the authorized capital of the Company. The decision for the Second Agenda of the Meeting through verbal voting, were: there are 65,981,400 shareholders declared disagree, none abstained and the remaining agreed. Thus, based on the majority vote of 7,267,163,106 shares (99.10%), agreed to: 1. Change the Company's Name to PT TRADA ALAM MINERA, Tbk. so as to amend Article 1 paragraph (1) of the Articles of Association of the Company; actions in relation to the change of name of the Company. The decision for the Third Agenda of Meeting is the Meeting through verbal voting, were: there are 65,981,400 shareholders declaring disagreement, none abstain and the remaining agreed. Thus, based on the majority vote of 7,267,163,106 shares (99.10%), agreed to: 1. The amendment and rearrangement of the entire Articles of Association of the Company to conform with the POJK No.32 / POJK.04 / 2014 and No.33 / POJK.04 / 2014 and for the execution of such actions, it is also proposed to the shareholders of the Company to delegate authority and authorize the Board of Directors of the Company to make such amendments and adjustments and other measures deemed necessary in order to comply with the provisions of those regulations; 2. Amendment to the Articles of Association of the Company in Article 3 for the addition of the supporting business activities, therefore the Article 3 shall read as follows: Purpose and Objectives as well as Business Activities Article 3 1. The purpose and objective of the Company is to conduct in the line of Shipping and Operation of Sea Transportation, Services, Mining, Development and General Trade. 2. In order to achieve the purposes and objectives referred to in paragraph 1 of this article, the Company may conduct the following business activities:

3 Main Business Activity: Conducting business in the line of shipping services and the operation of sea freight, which includes: i. Domestic transportation; ii. Oceangoing transportation; iii. Transporation for waterway, sea and sea passage; iv. Loading and unloading activities; v. Cargo expedition (EMKL); vi. Marine Surveyor; vii. Repair and maintenance of electrical machinery / electrical installation of ship and building; viii. Export and import transportation services; ix. Warehousing / workshop; x. Procurement of workshop / ship equipment/parts and building; xi. Dredging and billboards; xii. Broking / buying/chartered ship xiii. Container depots; xiv. Means of land transportation and heavy equipment / lift; xv. procurement of fuels for ships and building; xvi. Shipping Consultancy; xvii. Ship loading / unloading consultant; xviii. Crewing; xix. Crew boating; xx. Maritime feasibility study; xxi. Installation of signs and equipment of electronic / ship navigation; xxii. Lifting of the ship's vessel / underwater work; xxiii. Fumigation of ships; xxiv. Mining and transportation; xxv. Agency related to the business. Supporting Business Activities: a. Conducting business in the mining sector, especially in the field of mining, transportation and sale of minerals and / or coal, among others, includes the purchase of mineral and / or coal mining commodities products from, including but not limited to, holders of mining business permits, people's mining permits, mining concessions, mineral and / or coal mining, carrying out the transportation and sale of mineral and / or coal minerals, cross-country and inter-provincial, cross-district and / or in one municipal district in accordance with applicable laws and regulations, or utilize transportation and sales infrastructure facilities such as stockpiles, docks or special ports in accordance with the provisions of legislation, transporting, buying and selling minerals and / or coal from the mouth of the mine, stockpile, dock or port specially in accordance with kete and legislation, transport, buy and sell minerals and / or coal to the point of delivery at the port or end user. b. Conducting business activities in the field of trading, especially mineral and / or coal mining products, kerosene and gas fuels, solid fuels, electrical equipment, electronic and mechanical. c. Carrying out contracting ventures (general contractors), mainly for general mining, buildings, bridges, housing, roads, piers, water installations, electricity and in general other civil works and engineering either as planner or executor; d. Conducting business either directly or through subsidiaries in various fields of industry related to natural resources, energy resources and marketing the results of its production within and outside the country. 3. To grant approval, authority and / or power to the Board of Directors of the Company with the right of substitution to perform all necessary and / or required actions in relation to the amendment and rearrangement of the Company's Articles of Association. The decision for the Fourth Agenda of the Meeting through verbal voting, where: there are 65,981,400 shareholders declaring disagreement, none abstained and the remaining agreed. Thus, based on the majority vote of 7,267,163,106 shares (99.10%), agreed to: 1. Accepting resignation:

4 - Mr. Kris Hidayat Sulisto from his position as Commissioner - Mr. Ida Bagus Oka Nila from his position as Independent Commissioner; - Mr. Aris Munandar from his position as Commissioner; - Ms. Asnita Kasmy from her position as Director. Effective as of the closing of the Meeting; 2. Honorably discharged Mr. Ismail from his position as President Director of the Company, as of the closing of the Meeting; 3. Grant the acquit et de charge to the members of the Board of Directors and Board of Commissioners of the Company for their management and supervisory actions up to the date of the Meeting, as long as their actions are reflected in the Company's Annual Report and Financial Statements for fiscal year To appoint a new member of the Board of Directors and Board of Commissioners of the Company for a term of 5 years from the closing of this Meeting until the closing of the Company's Annual General Meeting of Shareholders held in 2022 as follows: BOARD OF DIRECTORS President Director: Mr. Soebianto Hidayat Director: Mr. Ismail Independent Director: Mr. Irwandy Arif BOARD OF COMMISSIONERS President Commissioner: Mr. Heru Hidayat Commissioner: Mr. Alfian Pramana Independent Commissioner: Mr. Bambang Setiawan 5. To grant power and authority with substitution rights to the Board of Directors of the Company to perform all necessary actions in relation to the change in the composition of the members of the Board of Directors and Board of Commissioners of the Company. The decision for the Fifth Agenda of the Meeting through verbal voting, were there are 65,981,400 shareholders declared disagreed, none abstained and the rest agreed. Thus, based on the majority vote of 7,267,163,106 shares (99.10%), agreed to: 1. Approved to receive the loan facility from UOB KH with an indicative term sheet dated September 08, 2017, with a maximum credit facility amounting to USD 235,000,000, by providing collateral in the form of Pledge of share assets purchased by the Company and Pledge as granted by the Company for UOB KH. actions in relation to the loan from UOB KH. The decision for the Sixth Agenda of the Meeting is based on deliberations to reached consensus, decides: 1. To approve the affiliate transaction in connection with the purchase of shares and capital injection to the mining company with the total amount of Rp , - as follows: - PT Semeru Infra Energi ("SIE") amounting to Rp.504,999,999,900 or 5,049,999,999 shares with par value of Rp 100 per share representing 99.99% of the paid up capital and placed in full at SIE; - PT Black Diamond Energy ("BDE") amounting to Rp.99,999,900,000 or 999,999 shares at par value of Rp 100 per share representing 99.99% of the paid up capital and fully placed in BDE; and - Capital injection to SIE amounting to Rp.1,500,000,000,000, which will be used for debt payments to Mr. Heru Hidayat ("HH"), PT Graha Resources ("GR") and UOB KH as well as remittance of capital to BDE as much as Rp , - which will be used for debt payment to HH and UOB KH.

5 actions in relation to the affiliate transaction through the purchase of shares of the mining company. Decisions for the Seventh Agenda of the Meeting, divided into 2 sections: - The First Part: Approval of Material Transactions as referred to in Regulation IX.E.2 in connection with the purchase of shares of a Mining company is a Meeting based on deliberation to consensus, decides to approve: 1. Purchase of shares and capital injection in mining company with total value of Rp , - that is: - PT Semeru Infra Energi ("SIE") amounting to Rp 504,999,999,900 or 5,049,999,999 shares with par value of Rp 100 per share representing 99.99% of the paid up capital and fully placed SIE from the seller, shares of PT Graha Resources ("GR"), PT Paridaeza Bara Abadi ("PBA"), PT Gosyen Berkat Utama ("GU"), PT Pisson Unggulan Utama ("PUU"), Mr. Heru Hidayat ("HH"); - PT Black Diamond Energi ("BDE") amounting to Rp 99,999,900,000 or 999,999 shares at par value of Rp 100,000 per share representing 99.99% of the paid up capital and placed in full BDE from the seller of the shares owned HH and Mr Alfian Pramana ("AP"); and - Capital injection to SIE for a maximum of Rp.1,500,000,000,000 which is used for debt payment to HH, GR and UOB KH and capital injection to BDE of Rp , - which will be used for payment debt to HH and UOB KH. 2. To grant authorization and authority to the Board of Directors of the Company to perform all necessary actions in connection with the purchase of shares of the mining company. - The Second part: Approval of Material Transactions as referred to in Regulation IX.E.2 in connection with the purchase of shares of an open company is a Meeting based on deliberations for consensus, decides to approve: 1. Purchases of 6,262,578,065 shares owned by PT Lautan Rizki Abadi ("LRA") in PT SMR Utama Tbk. ("SMRU") with nominal value of Rp500 per share or 50.10% of paid up capital and placed in full SMRU, with transaction value of Rp3,131,289,032,500, -; 2. To grant authorization and authority to the Board of Directors of the Company to perform all necessary actions in connection with the purchase of shares of such publicly listed companies. Jakarta, 23 October 2017 PT. Trada Maritime Tbk. Board of Directors