Number: 229/Srt/V/2016 Jakarta, 27 May Subject: Resume of the Annual General Meeting of Shareholders of PT BAYAN RESOURCES, Tbk
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1 MALA MUKTI, S.H., LL.M. NOTARY SPECIAL CAPITAL CITY REGION OF JAKARTA Number: 229/Srt/V/2016 Jakarta, 27 May 2016 Subject: Resume of the Annual General Meeting of Shareholders of PT BAYAN RESOURCES, Tbk To: PT BAYAN RESOURCES, Tbk Office 8 Building, 37 th floor Sudirman Central Business District Lot 28 Jalan Jendral Sudirman Kav (Jalan Senopati Raya 8B) Jakarta To Whom It May Concern, I hereby convey the Resume of the Annual General Meeting of Shareholders (hereinafter AGMS ) of PT BAYAN RESOURCES, Tbk., domiciled in Jakarta Selatan (hereinafter Company ), which was held on: Day/date : Friday, 27 May 2016; Time : 14h14 to 15h24 West Indonesian Time; Venue : Mercantile Athletic Club, WTC Building 18 th floor Jalan Jenderal Sudirman Kav. 31 Jakarta The Agenda items are: 1. The approval of the Annual Report and the ratification of the Consolidated Financial Statement of the Company for Financial Year 2015; 2. The stipulation of the Utilization of Company s Net Income for Financial Year 2015; 3. The stipulation of the remuneration package for the Board of Commissioners and Board of s for the year 2016; 4. Appointment of a Public Accountant registered with the Financial Services Authority or Otoritas Jasa Keuangan (OJK) to audit the Company s Financial Statement for Financial Year 2016; 5. Changes in the Composition of the Board of s of the Company; 6. Changes in the Composition of the Board of Commissioners of the Company; The AGMS was attended by the following members of the Board of Commissioners and Board of s of the Company: 1. Dr. Ir. ROZIK BOEDIORO SOETJIPTO, Independent Commissioner; 2. DJANADI BIMO PRAKOSO, Independent Commissioner; 3. CHIN WAI FONG, President ; 4. ENGKI WIBOWO, ;
2 5. JENNY QUANTERO, ; 6. ALASTAIR GORDON CHRISTOPHER MCLEOD, ; 7. RUSSELL JOHN NEIL, ; 8. HERMANTO SUPARMAN, ; 9. LEE, JE-HYUNG, ; 10. Ir. SOEDJOKO TIRTO SOEKOTJO, Independent. The meeting was attended by shareholders or shareholder proxies holding 2,901,624,919 (two billion nine hundred one million six hundred twenty four thousand nine hundred nineteen) shares or % (eighty seven point zero four nine percent) of 3,333,333,500 (three billion three hundred thirty three million three hundred thirty three thousand five hundred) shares constituting all shares with valid voting rights which have been issued by the Company, with due observance to Company Register of Shareholders which was closed on 3 May 2016 at 16h15 West Indonesian Time. The notice, announcement and invitation for the Meeting have been made pursuant to the provisions of Article 10 paragraphs 2, 4 and 6 of the Company Articles of Association, as follows: - Notification of the plan to hold AGMS, including the agenda of the AGMS, has been submitted to the Financial Service Authority under Company Letter No. 152/BR-OJK/IV/2016 dated 11 April 2016; - ANNOUNCEMENT to the shareholders regarding the AGMS has been made by advertisement in 1 (one) Indonesian daily newspaper with nationwide circulation, namely MEDIA INDONESIA on Tuesday 19 April 2016, as well as by announcement in the Indonesian Stock Exchange and Company websites; - INVITATION to the shareholders regarding the AGMS has been made by advertisement in 1 (one) Indonesian daily newspaper with nationwide circulation, namely MEDIA INDONESIA on Wednesday 4 May 2016, as well as by announcement in the Indonesian Stock Exchange and Company websites In the AGMS, shareholders have been given an opportunity to raise questions and/or opinions concerning the AGMS agenda. No questions have been raised by the shareholders/shareholder proxies on the first through the sixth AGMS agenda items. Mechanism for the adoption of resolutions in relation to AGMS agenda items is deliberation to reach a consensus. In the event of failure to reach a consensus, resolutions shall be adopted by voting based on affirmative votes of more than ½ (one half) of total number of votes validly cast in the AGMS. Abstaining voters are deemed to cast the same votes as the votes cast by the majority of voting shareholders. Resolutions adopted in the AGMS by deliberation to reach a consensus are essentially as follows:
3 A. In the first agenda of the AGMS: 1. To approve the Company Annual Report, including the Report of the Board of Commissioners, for the financial year ending 31 December 2015; 2. To ratify the Consolidated Financial Statement of the Company for the financial year ending 31 December 2015 which has been audited by Public Accountant Office Tanudiredja, Wibisana, Rintis and Rekan as set out in their report dated 31 March 2016; 3. To grant full release and discharge (acquit et decharge) to the members of the Board of Commissioners from responsibilities for supervisory actions and to the members of the Board of s from responsibilities for Company management actions, as long as such actions are reflected in the Company financial statement for the financial year ending 31 December 2015 and not in conflict with the provisions of valid laws and regulations; A. In the second agenda of the AGMS: To agree not to distribute dividends for Financial Year 2015 due to Company losses. B. In the Third Agenda of the AGMS: 1. To approve the stipulation of total remuneration for the Board of Commissioners and Board of s of the Company for the year 2016, which is a maximum of US$ 7,200,000 (seven million two hundred thousand United States Dollars); 2. To delegate the authority to the Board of Commissioners in reference to the regulations valid in the Republic of Indonesia to determine the amount of remuneration for each member of the Board of Commissioners and Board of s for the year 2016; C. In the Fourth Agenda of the AGMS: To approve and authorize the Board of s of the Company to appoint Public Accountant to audit Company Financial Statement for the financial year ending 31 December 2016, provided that the appointed Public Accountant is an Independent Public Accountant registered with OJK, and to stipulate the honorarium and other terms for such appointment pursuant to the recommendations of the Board of Commissioners of the Company. D. In the fifth agenda of the AGMS: 1. To approve the resignation of Mr JE-HYUNG, LEE (LEE, JE-HYUNG) and Mr HERMANTO SUPARMAN from their respective positions as of the Company as of the closing of this Meeting and grant full release and discharge (acquit et decharge) from their responsibilities for Company management actions up to the end of their term of office; 2. To approve the appointment of Mr JUN, HYUN-OH as of the Company as of the closing of this AGMS up to the closing of AGMS in 2018;
4 So that the composition of the Board of s of Company as of the closing of this AGMS up to the closing of AGMS in 2018 becomes as follows: - Board of s President Independent : Mr CHIN WAI FONG; : Mr LIM CHAI HOCK; : Mr ENGKI WIBOWO; : Ms JENNY QUANTERO; : Mr LOW YI NGO; : Mr RUSSELL JOHN NEIL; : Mr ALASTAIR GORDON CHRISTOPHER MCLEOD; : Mr JUN, HYUN-OH; : Mr Ir. SOEDJOKO TIRTO SOEKOTJO; 3. To grant power and authority to the Board of s of Company with rights of substitution to perform all actions required in relation to the execution of resolutions with respect of the changes in the composition of Company Board of s, including to appear before the notary and competent institutions, prepare and execute required documents and convey applications and/or notifications to the Minister of Law and Human Rights of the Republic of Indonesia and register in the Company Register at the Company Registration Office in accordance with valid laws and regulations. E. In the Sixth Agenda of the AGMS: 1. To declare and validate the end of the term of office of all members of the Board of Commissioners of the Company effective as of the closing of this AGMS; 2. To approve to reappoint: a. Mr Dato Dr. LOW TUCK KWONG as President Commissioner; b. Mr Ir. MICHAEL SUMARIJANTO as Commissioner; c. Mr. Ir. Dr. ROZIK BOEDIORO SOETJIPTO as Independent Commissioner; effective as of the closing of this AGMS up to the closing of AGMS as determined by the Company Articles of Association for the term of office of the members of the Board of Commissioners; 3. To approve the appointment of Mr. AMIR SAMBODO as Independent Commissioner and Mr. RIDHA DJUANDA MULIAWIBAWA WIRAKUSUMAH as Commissioner of the Company as of the closing of this AGMS up to the closing of AGMS as determined by the Company Articles of Association for the term of office of the Board of Commissioners; So that the composition of the Board of Commissioners of the Company as of the closing of this AGMS up to the closing of AGMS as determined by the Company Articles of Association becomes as follows:
5 Board of Commissioners President Commissioners : Mr DATO Dr. LOW TUCK KWONG; Commissioner : Mr Ir. MICHAEL SUMARIJANTO; Commissioner : Mr RIDHA DJUANDA MULIAWIBAWA WIRAKUSUMAH; Independent Commissioner : Mr Dr. Ir. ROZIK BOEDIORO SOETJIPTO; Independent Commissioner : Mr AMIR SAMBODO. 4. To grant power and authority to the Board of s of Company with rights of substitution to perform all actions required in relation to the execution of resolutions with respect of the changes in the composition of the Board of Commissioners, including to appear before the notary and competent institutions, prepare and execute required documents and convey applications and/or notifications to the Minister of Law and Human Rights of the Republic of Indonesia and register in the Company Register at the Company Registration Office in accordance with valid laws and regulations. Thus this resume is conveyed preceding the copy of the Minutes of Annual General Meeting of Shareholders drawn up by me, Notary, on 27 May 2016, deed Number 70, which I will deliver to the Company as soon as it is completed. Sincerely, (signed and stamped) MALA MUKTI, S.H., LL.M Notary in Jakarta
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