General Announcement::Summary of Minutes of General Shareholders Meetings of listed Indonesian Subsidiary

Transcription

1 General Announcement::Summary of Minutes of General Shareholders Meetings of listed Indonesian Subsidiary Issuer & Securities Issuer/ Manager Securities Stapled Security JAPFA LTD. JAPFA LTD. SG1AB UD2 No Announcement Details Announcement Title General Announcement Date & Time of Broadcast 15 Apr :07:21 Status Announcement Sub Title Announcement Reference Submitted By (Co./ Ind. Name) Designation New Summary of Minutes of General Shareholders Meetings of listed Indonesian Subsidiary SG150415OTHRWDW8 Maya Pradjono Corporate Secretary PT Japfa Comfeed Indonesia Tbk PT Japfa Comfeed Indonesia Tbk (PT Japfa) has released the Summary of Minutes of Annual General Shareholders Meetings and Extraordinary General Shareholders Meetings prepared by Notary. The Notary Report in Bahasa Indonesia and its unofficial English translation are attached for information. Description (Please provide a detailed description of the event in the box below) Attachments Credit Suisse (Singapore) Limited and DBS Bank Ltd. were the joint global coordinators, joint issue managers and joint bookrunners and underwriters (Joint Global Coordinators, Joint Issue Managers and Joint Bookrunners and Underwriters) for the initial public offering of shares in, and listing of, Japfa Ltd on the Main Board of the Singapore Exchange Securities Trading Limited. The Joint Global Coordinators, Joint Issue Managers and Joint Bookrunners and Underwriters assume no responsibility for the contents of this announcement. Surat Keterangan Notaris RUPS Tahunan.pdf Surat Keterangan Notaris RUPS LB.pdf Unofficial Translation AGM.pdf Unofficial Translation EGM.pdf Total size =1719K Like 0 Tweet 0 0

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11 Unofficial Translation TO WHOM IT MAY CONCERN Number: 299/Sl.Not/IV/2015 The undersigned, I: Doktor IRAWAN SOERODJO, Sarjana Hukum, Magister Sains, Notary Public in Jakarta, hereby declares that: PT. JAPFA COMFEED INDONESIA Tbk, having its seat in South Jakarta (hereinafter referred to as Company) has convened: - Annual General Meeting of Shareholders on: Day/date : Tuesday, April 14, Place Time Agenda : : HARRIS Hotel, Unique Room Jl. Dr. Saharjo No. 191, Jakarta : WIB. 1. Approval for the Annual Report and legalization of Financial Statement of the Company for the 2014 financial year; 2. Determination of the use of profit of the Company for the 2014 financial year; 3. Appointment of Public Accountant to audit the books of the Company for the 2015 Financial Year and authorization of the Board of Directors of the Company to determine the remuneration for the said Public Accountant; 4. Approval for the addition of members of Board of Commissioners of the Company; 5. Determination of salary /allowance for the members of Board of Directors and Commissioners of the Company. (hereinafter referred to as the Meeting). Deed of Minutes of Annual General Meeting of Shareholders number 106 of PT. JAPFA COMFEED INDONESIA Tbk, dated April 14, 2015, has been drawn up in favor of the Company. Attendance of the Members of Board of Directors and Commissioners of the Company: Member of Board of Directors attending the meeting: President Director : Mr. HANDOJO SANTOSA; Vice President Director : Mr. Ir. BAMBANG BUDI HENDARTO; Director : Mr. TAN YONG NANG; Director : Mr. KOESBYANTO SETYADHARMA; Independent Director : Mr. Insinyur RACHMAT INDRAJAYA; Member of Board of Commissioners attending the Meeting: President Commissioner : Mr. Haji SYAMSIR SIREGAR;

12 Vice President Commissioner Independent Commissioner Chairman of the Meeting: : Tuan HENDRICK KOLONAS; : Nyonya RETNO ASTUTI WIBISONO; -The Annual General Meeting of Shareholders is presided over by Mr. Haji SYAMSIR SIREGAR, as President Commissioner of the Company. Attendance of Shareholders: -The Annual General Meeting of Shareholders has been attended by the shareholders and their proxies representing 9,176,012,661 shares or % of 10,640,198,170 shares which constitute all outstanding shares of the Company (less the number of shares bought back by the Company). Submission of Questions and/or Opinions: -The shareholders and proxies of the shareholders are given the opportunity to submit questions and/or opinion for each agenda of the Meeting, however no shareholder or the proxies submitting questions and/or opinions. Mechanism of Adopting Resolution: -The adoption of resolution for all agenda of the meeting shall be done amicably by deliberation to reach a consensus, in the event the consensus is not reached in the deliberation, the resolution shall be adopted by way of voting. Result of Voting: 1. First Agenda: -No shareholders or the proxies present at the meeting who cast blank votes; -No shareholders or the proxies present cast negative votes -All shareholders and the proxies present at the meeting cast affirmative votes -Hence the resolution is approved by the Meeting by deliberation to reach a consensus 2. Second Agenda: -No shareholders or the proxies present at the meeting who cast blank votes; -No shareholders or the proxies present cast negative votes -All shareholders and the proxies present at the meeting cast affirmative votes -Hence the resolution is approved by the Meeting by deliberation to reach a consensus 3. Third Agenda: -No shareholders or the proxies present at the meeting who cast blank votes; -Number of Negative Votes : votes. -Hence the number of affirmative votes is: 9,117,050,861 votes, or %, or more than 1/2 (one-half) of the total votes lawfully cast at the meeting. 4. Fourth Agenda: -Number of Blank Votes : votes.

13 -Number of Negative Votes : votes. -Hence the number of affirmative votes is: 9,118,247,361 votes, or %, or more than 1/2 (one-half) of the total votes cast in the meeting. 5. Fifth Agenda: -No shareholders or the proxies present at the meeting who cast blank votes; -No shareholders or the proxies present cast negative votes -All shareholders and the proxies present at the meeting cast affirmative votes -Hence the resolution is approved by the Meeting by deliberation to reach a consensus Resolution of the Meetings: 1. To approve and legalize the Annual Report for the 2014 Financial Year, including Company s Activity Report, Report of Supervisory Duty of Board of Commissioners and Financial Statement of the Company for the 2014 Financial Year and as such gives full acquittal and discharge (acquit et decharge), to the Board of Commissioners of the Company from their supervisory actions, and to the Board of Directors of the Company for the managerial act and exercise of power, in the course of the operation of the Company, which has been taken in the 2014 financial year, to the extent such actions are reflected in the Financial Statement and Annual Report of the Company. 2. To approve the use of consolidated profit of the company for the 2014 financial year, such as follows: - Not distributing dividend to shareholders of the Company; - An amount of Rp.10,000,000,000.00, is set aside as the reserve fund of the Company; - The remaining amount is recorded as profit balance of the Company; 3. To confer authority and power to the Board of Directors of the Company to appoint Office of Public Accountant to audit the books of the Company for the 2015 Financial Year, and to determine the remuneration of the said Public Accountant. 4. a. To approve additional members of the Board of Commissioners of the Company by appointing Mr. Doktorandus Ignatius Herry Wibowo as Independent Commissioner of the Company which shall be effective since the closing of this Meeting as of the closing of the Annual General Meeting of Shareholders in 2017, hence the structure of members of Board of Directors and Commissioners of the Company shall become as follows: -President Commissioner : Mr. H. Syamsir Siregar; -Vice President Commissioner: Mr. Hendrick Kolonas; -Independent Commissioner: Mrs. Retno Astuti Wibisono; -Independent Commissioner: Mr. Doktorandus Ignatius Herry Wibowo; -President Director -Vice President Director -Director -Director :Mr.Handojo Santosa; : Mr. Ir. Bambang Budi Hendarto; : Mr.Tan Yong Nang; : Mr. Koesbyanto Setyadharma;

14 -Independent Director : Mr. Ir. Rachmat Indrajaya; b. To confer power with the rights of substitution to Board of Directors of the Company to set out the structure of members of Board of Commissioners of the Company in a deed which is drawn up before a Notary Public, and to take all actions required with respect to the foregoing without any exception. 5. To confer power to the Board of Commissioners to determine the salary and allowance for the Board of Directors and delegation of duties and powers of the members of Board of Directors, whereas the salary and allowance of the Board of Commissioners is determined and regulated by the President Commissioner. Hereby this statement is made for proper perusal. Jakarta, April Notary Public in Jakarta, Stamp & Signed Dr. IRAWAN SOERODJO, SH, MSi

15 Unofficial Translation TO WHOM IT MAY CONCERN Number: 300/Sl.Not/IV/2015 The undersigned, I: Doktor IRAWAN SOERODJO, Sarjana Hukum, Magister Sains, Notary Public in Jakarta, hereby declares that: PT. JAPFA COMFEED INDONESIA Tbk, having its seat in South Jakarta (hereinafter referred to as Company) has convened:: - Extraordinary General Meeting of Shareholders on: Day/Date : Tuesday, April 14, Place : HARRIS Hotel, Unique Room Jl. Dr. Saharjo No. 191, Jakarta Time : WIB. Agenda : 1. Renewal of the approval given by the shareholders to the Company to pledge substantial parts of the assets of the Company to secure loan or funding for the Company, either from banking institutions or domestic or foreign capital market within a period of 5 years commencing since the date of this Extraordinary General Meeting of Shareholders and as such to approve all legal actions to be taken by the Board of Directors of the Company with respect to the pledge agreement to be entered into. 2. Approval for the amendment to Articles of Association of the Company for the purpose of complying with Regulation of Financial Service Authority: - No. 32/POJK.04/2014 concerning Plan and Performance of Public Company s General Meeting of Shareholders; - No. 33/POJK.04/2014 concerning Board of Directors and Commissioners of Issuer or Public Company; - No. 34/POJK.04/2014 concerning Nomination Commistte and Remuneration of Issuer or Public Company; - No. 35/POJK.04/2014 concerning Corporate Secretary of Issuer or Public Company; and - Amendment to Article 3 of Articles of Association of the Company to be aligned with Regulation Number IX.J.1 concerning Principles of Articles of Association of the Copany Making Rights Issue and Public Company, Schedule to Decree of Head of Capital Market and Financial Institution Supervisory Agency Number Kep-179/BL/2008 dated May 14, (hereinafter referred to as the Meeting).

16 Deed of Minutes of Annual General Meeting of Shareholders number 107 of PT. JAPFA COMFEED INDONESIA Tbk, dated April 14, 2015, has been drawn up in favor of the Company. Attendance of the Members of Board of Directors and Commissioners of the Company: Member of Board of Directors attending the meeting: Direktur Utama : Tuan HANDOJO SANTOSA; Wakil Direktur Utama : Tuan Ir. BAMBANG BUDI HENDARTO; Direktur : Tuan TAN YONG NANG; Direktur : Tuan KOESBYANTO SETYADHARMA; Direktur Independen : Tuan Insinyur RACHMAT INDRAJAYA; Member of Board of Commissioners attending the Meeting: President Commissioner : Mr. Haji SYAMSIR SIREGAR; Vice President Commissioner : Tuan HENDRICK KOLONAS; Independent Commissioner : Nyonya RETNO ASTUTI WIBISONO; Independent Commissioner : Mr. Drs. IGNATIUS HERRY WIBOWO; Chairman of the Meeting: - The Annual General Meeting of Shareholders is presided over by Mr. Haji SYAMSIR SIREGAR, as President Commissioner of the Company. Attendance of Shareholders: - The Annual General Meeting of Shareholders has been attended by the shareholders and their proxies representing 9,176,013,461 shares or % dari 10,640,198,170 shares which constitute all outstanding shares of the Company (less the number of shares bought back by the Company). Submission of Questions and/or Opinions: - The shareholders and proxies of the shareholders are given the opportunity to submit questions and/or opinion for each agenda of the Meeting, however no shareholder or the proxies submitting questions and/or opinions. Mechanism of Adopting Resolution: : - The adoption of resolution for all agenda of the meeting shall be done amicably by deliberation to reach a consensus, in the event the consensus is not reached in the deliberation, the resolution shall be adopted by way of voting. Result of Voting: 1. First Agenda: - No shareholders or the proxies present at the meeting who cast blank votes; -Number of Negative Votes: 303,475,311 votes. - Hence the number of affirmative votes is : 8,872,538,150 votes, or 96,69 %, or more than 1/2 (one half) of the total votes cast in the meeting. 2. Second Agenda: - No shareholders or the proxies present at the meeting who cast blank votes; -Number of Negative Votes: 302,441,311 votes.

17 - Hence the number of affirmative votes is : 8,873,572,150 votes, or %, or more tan 1/2 (one half) of the total votes cast in the meeting. Meeting Resolution: 1. To approve to pledge substantial parts of the assets of the Company to secure loan or funding for the Company, either from banking institutions or domestic or foreign capital market within a period of 5 years commencing since the date of this Extraordinary General Meeting of Shareholders and as such to approve all legal actions to be taken by the Board of Directors of the Company with respect to the pledge agreement to be entered into. 2. a. To approve the amendment to Articles of Association of the Company, namely Amendment to Articles of Association to comply with Regulation of Financial Service Authority, and amendment to Article 3 of Articles of Association of the Company to be aligned with Regulation Number IX.J.1 concerning Principles of Articles of Association of the Company making Rights Issue and Public Company as described in the meeting. b. To confer power with the rights of substitution to Board of Directors of the Company, to take any and all actions required for such purpose, including, but not limited to, setting out the resolution into deeds which are drawn up before Notary Public, to amend and/or re-arrange all provisions of Articles of Association of the Company according to the said resolution (including to confirm the structure of shareholding in the said deed if necessary), as required by and pursuant to the provisions of the prevailing legislations, to make or to have made and to sign the deeds and papers or documents necessary, and to request for approval and/or to give notification of the resolution of this Meeting and/or amendment to Articles of Association of the Company to the competent institutions, and to take any and all actions necessary, according to the regulation of the prevailing legislations. Hereby this statement is made for proper perusal. Jakarta, April 14, Notary Public in Jakarta, Stamp & Signed Dr. IRAWAN SOERODJO, SH, MSi