(Incorporated in the Cayman Islands with limited liability) (Stock Code: 8061) OVERSEAS REGULATORY ANNOUNCEMENT

Transcription

1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the Stock Exchange ) take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. (Incorporated in the Cayman Islands with limited liability) (Stock Code: 8061) OVERSEAS REGULATORY ANNOUNCEMENT The following is a translation of an announcement of PT First Media Tbk (a subsidiary of AcrossAsia Limited ( AcrossAsia ) listed on the Indonesia Stock Exchange in which AcrossAsia has an approximately 55.1% interest) published on the Indonesia Stock Exchange. Hong Kong, 21st April,

2 Letter No. SB-018/CSL/RUPS/IV/2016 Company Name First Media Tbk Stock Code KBLV Attachment 2 Subject Result of Annual General Meeting of Shareholders Referring to the letter of the Company s number SB-011/CSL/RUPS/III/2016 dated 24 March 2016, the Company conveys Result of the Annual General Meeting of Shareholders as follows: Annual GMS GMS has fulfilled the quorum since it was attended by 1,682,706,390 shareholders or 96.59% of shareholders entitled to vote, in accordance with Articles of Association of the Company. Result of Annual GMS: 1. a. It is resolved to accept and approve the Company s Annual Report including the Board of Commissioners report of supervisory duties for the financial year ended 31 December, 2015, and the Company s work and development plan; b. It is resolved to ratify the Company s statements of profit and loss for the year ended 31 December, 2015 and to grant release and full acquittal (acquit et de charge) in the broadest sense to all members of the Board of s and Board of Commissioners of the Company for all their actions in managing and supervising the Company during the financial year ended 31 December, Result of Voting: Agree 100%, Disagree 0%, Abstained 0% 2. It is resolved to approve the Company s policies not to distribute dividends to the shareholders for the financial year of Result of Voting: Agree 100%, Disagree 0%, Abstained 0% 3. It is resolved to confer power upon the Board of s and/or the Board of Commissioners of the Company to appoint a Public Accountant Office registered with the FINANCIAL SERVICES AUTHORITY and fulfilling the international standards as the Company s Public Accountant that will audit the Balance Sheet, Statements of Income and any other part of the Company s Financial Statements for the Financial Year ended 31 December, 2016 and to delegate power to the Company s Board of s to determine the amount of honorarium of the said Public Accountant and any other terms of its appointment. Result of Voting: Agree 100%, Disagree 0%, Abstained 0% 4. a. It is resolved to approve the structure of the Board of Commissioners and the Board of s of the Company since the date of the closing of the AGMS until the closing of the Annual General Meeting Shareholders of the Company for the financial 2

3 year 2016 to be held in 2017, with the following composition: Board of Commissioners: President Commissioner : Drs. Theo Leo Sambuaga Independent Commissioner : Prof. DR. Didik Junaidi Rachbini Independent Commissioner : Prof. DR. H. Muladi, SH Independent Commissioner : Drs. Nanan Soekarna Independent Commissioner : DR. Drs. Ito Sumardi DS, SH Board of s: President Vice President Independent : Ali Chendra : Irwan Djaja : Ir. Harianda Noerlan : Dicky Setiadi Moechtar : Johannes Tong : Edward Sanusi : Maria Clarissa Fernandez Joesoep b. It is resolved to confer power upon the Company s Board of s with the right of substitution to restate the resolution on confirmation of the structure of the Board of s and the Board of Commissioners of the Company in a notarial deed, and then notify it to the Minister of Law and Human Rights of Republic of Indonesia in accordance with the prevailing regulations, register the composition of the Board of s and the Board of Commissioners to the Company s List and apply as well as sign all applications and or other documents which are needed without any exemption in accordance with the prevailing regulations. c. It is resolved to grant authority to the President of Commissioner to determine honorarium, allowance, salary, bonus and/or any other remuneration for the members of the Board of s and the Board of Commissioners of the Company. Result of Voting: Agree 100%, Disagree 0%, Abstained 0% Composition of the Board of s Recent Name Previous Name Position Unaffilitated Status Ali Chendra Ali Chendra President Irwan Djaja Irwan Djaja Vice President Harianda Noerlan Harianda Noerlan Dicky Setiadi Dicky Setiadi Moechtar Moechtar Edward Sanusi Anthony Chandra Kartawiria Maria Clarissa Richard Kartawijaya Fernandes Joesoep Johannes Tong Johannes Tong 3

4 Composition of the Board of Commissioners Recent Name Previous Name Position Independent Status Theo L. Sambuaga Theo L. Sambuaga President Commissioner Didik Junaidi Didik Junaidi Commissioner Rachbini Rachbini H. Muladi H. Muladi Commissioner Nanan Soekarna Nanan Soekarna Commissioner Ito Sumardi Ito Sumardi Commissioner Sender Harianda Noerlan Position Corporate Secretary Date and Time 19 April, :15:32 Attachment KBLV SB_018 Ringkasan Risalah RUPST 15Apr2016.pdf Ringkasan Risalah RUPST 15Apr2016 KBLV.pdf This document is an official document of First Media Tbk which does not require a signature since it is electronically generated by the electronic reporting system. First Media Tbk takes full responsibility for the information contained in this document. 4

5 No.: SB-018/CSL/RUPS/IV/2016 Jakarta, 19 April, 2016 To: FINANCIAL SERVICES AUTHORITY Attn.: Chief Executive of the Securities and Exchange Commissions Gedung Soemitro Djojohadikusumo Jalan Lapangan Banteng Timur No. 2-4 Jakarta INDONESIA STOCK EXCHANGE Attn.: Head of Services Sector Listing Division Indonesian Stock Exchange Building Jalan Jend. Sudirman Kav Jakarta Subject: Report on the Summary of Minutes of Annual General Meeting of Shareholders of PT First Media Tbk ( Company ) Dear Sir/Madam, With reference to regulation of the Financial Services Authority No.32/POJK.04/2014 dated 8 December, 2014, regarding Plan and Implementation of General Meeting of Shareholders of Public Company, we herewith submit the Summary of Minutes of Annual General Meeting of Shareholders ( Meeting ) of PT First Media Tbk ( the Company ) that was held on Friday, 15 April, 2016 at Hotel Aryaduta Tugu Tani, Ruang Ballroom B, Jl. Prapatan 44-48, Jakarta Thank you for your attention. Sincerely yours, PT First Media Tbk on behalf of the Board of s (signature) Harianda Noerlan and Corporate Secretary CC to: - Indonesian Central Securities Depository 5

6 Jakarta, 15 April, 2016 Number: 15/NOT/IV/2016 Subject: Summary of Annual General Meeting of Shareholders of PT First Media Tbk To: PT First Media Tbk BeritaSatu Plaza, Lt. 4. Suite 401 Jalan Gatot Subroto Kav Jakarta Dear Sir/Madam, We herewith notify you the Summary of Annual General Meeting of Shareholders (hereinafter referred to as the Meeting ) of PT First Media Tbk, having its domicile in South Jakarta (hereinafter referred to as the Company ), held on: Day/Date : Friday, 15 April, 2016 Time : Western Indonesian Time (WIB) Place : Ruang Ballroom A, Hotel Aryaduta Tugu Tani Jakarta Jalan Prapatan Jakarta Attendance: - Board of Commissioners: a. Mr. Drs. Theo L. Sambuaga, President Commissioner b. Mr. Prof. DR. Didik J. Rachbini, Independent Commissioner c. Mr. Drs. Nanan Soekarna, Independent Commissioner d. Mr. Drs. Ito Sumardi DS, SH, MBA, MM, Independent Commissioner - Board of s: a. Mr. Ali Chendra, President b. Mr. Irwan Djaja, Vice President c. Mr. Ir. Harianda Noerlan, Independent d. Mr. Dicky Setiadi Moechtar, e. Mr. Johannes Tong, f. Mr. Anthony Chandra Kartawiria, g. Mr. Richard Kartawijaya, - Corporate Secretary : Mr. Ir. Harianda Noerlan Shareholders/proxy : 1,682,706,390 shares ( %) of the total 1,742,167,907 shares. 6

7 I. MEETING AGENDAS : 1. Approval on the Company s Annual Report for the financial year ended 31 December, 2015, and Ratification on the Balance Sheet and Statements of Profit and Loss of the Company for the financial year ended 31 December, 2015, and to grant release and full acquittal (acquit et de charge) to all members of the Board of s and the Board of Commissioners of the Company; 2. Determination of the use of Profit and Loss of the Company for the financial year ended 31 December, 2015; 3. Appointment of the Public Accountant Office to audit the Company s accounting books for the year of 2016 and the granting of power to the Company s Board of s to determine the fee of the Public Accountant and any other terms with respect to its appointment; 4. Appointment of members of the Board of s and the Board of Commissioners of the Company and determination of honorarium, allowance, salary, bonus and or any other remuneration of the members of the Board of s and the Board of Commissioners of the Company. II. FULFILLMENT OF LEGAL PROCEDURES FOR MEETING IMPLEMENTATION: 1. To submit the Notice of AGMS Agendas to the Financial Services Authority (hereinafter referred to as OJK ) through letter No.SB-006/CSL/RUPS/III/2016 dated 1 March, 2016; 2. To announce the Notice of the plan to implement this AGMS in Investor Daily newspaper on 8 March, 2016 and to submit proof of advertisement announcing such notice to OJK through letter No.SB-007/CSL/RUPS/III/2016 dated 8 March, 2016; 3. To announce the Notice of Meeting through advertisement in Investor Daily newspaper on 24 March, 2016 and to submit proof of advertisement of such announcement to OJK through letter No.SB-011/CSL/RUPS/III/2016 dated 24 March, III. MEETING RESOLUTIONS: FIRST MEETING AGENDA The First Meeting Agenda was Approval on the Company s Annual Report for the financial year ended 31 December, 2015, and Ratification on the Balance Sheet and Statements of Profit and Loss of the Company for the financial year ended 31 December, 2015, and to grant release and full acquittal (acquit et de charge) to all members of the Board of s and the Board of Commissioners of the Company; 7

8 An opportunity was given to the shareholders and their proxies who were present at the meeting to raise questions and/or to give opinions with respect to the First Meeting Agenda; During the questions and answers session, there was a shareholder and/or his/her proxy who were present at the meeting raised questions and to that questions were given explanations by the Board of s of the Company; That during voting, none of the shareholders and/or their proxies had objection or abstained (blank) votes and, therefore, the resolution was done by means of deliberation and consensus; That from the result of voting, none of the shareholders had objections or blank votes and therefore, the Meeting through deliberation and consensus unanimously approved the proposed resolution for the First Meeting Agenda. First Meeting Agenda Resolutions: 1. It is resolved to accept and approve the Company s Annual Report including the Board of Commissioners report of supervisory duties for the financial year ended 31 December, 2015, and the Company s work and development plan; 2. It is resolved to ratify the Company s statements of profit and loss for the year ended 31 December, 2015 and to grant release and full acquittal (acquit et de charge) in the broadest sense to all members of the Board of s and Board of Commissioners of the Company for all their actions in managing and supervising the Company during the financial year ended 31 December, SECOND MEETING AGENDA The Second Meeting Agenda was Determination of the use of Profit and Loss of the Company for the financial year ended 31 December, 2015; An opportunity was given to the shareholders and their proxies who were present at the meeting to raise questions and/or to give opinions with respect to the Second Meeting Agenda; During the questions and answers session, none of the shareholders and/or their proxies who were present at the meeting raised questions; That during voting, none of the shareholders and/or their proxies had objections or abstained (blank) votes and, therefore, the resolution was done by means of deliberation and consensus; That from the result of voting, none of the shareholders had objections or blank votes and, therefore, the Meeting through deliberation and consensus unanimously approved the proposed resolution for the Second Meeting Agenda. Second Meeting Agenda Resolutions: 8

9 It is resolved to approve the Company s policies not to distribute dividends to the shareholders for the financial year of THIRD MEETING AGENDA The Third Meeting Agenda was Appointment of the Public Accountant Office to audit the Company s accounting books for the financial year of 2016 and delegate the power to the Company s Board of s to determine the fee of the Public Accountant and any other terms with respect to its appointment; An opportunity was given to the shareholders and their proxies who were present at the meeting to raise questions and/or to give opinions with respect to the Third Meeting Agenda; During the questions and answers session, none of the shareholders and/or their proxies who were present at the meeting raised questions; That during voting, none of the shareholders and/or their proxies had objections or abstained (blank) votes and, therefore, the resolution was done by means of deliberation and consensus; That from the result of voting, none of the shareholders had objections or blank votes and, therefore, the Meeting through deliberation and consensus unanimously approved the proposed resolution for the Third Meeting Agenda. Third Meeting Agenda Resolutions: It is resolved to confer power upon the Board of s and/or the Board of Commissioners of the Company to appoint a Public Accountant Office registered with the FINANCIAL SERVICES AUTHORITY and fulfilling the international standards as the Company s Public Accountant that will audit the Balance Sheet, Statements of Income and any other part of the Company s Financial Statements for the Financial Year ended 31 December, 2016 and to delegate power to the Company s Board of s to determine the amount of honorarium of the said Public Accountant and any other terms of its appointment. FOURTH MEETING AGENDA The Fourth Meeting Agenda was Appointment of members of the Board of s and Board of Commissioners of the Company and determination of honorarium, allowances, salary, bonus and or any other remuneration of the members of the Board of s and Board of Commissioners of the Company; An opportunity was given to the shreholders and their proxies who were present at the meeting to raise questions and/or to give opinions with respect to the Fourth Meeting Agenda; 9

10 During the questions and answers session, none of the shareholders and/or their proxies who were present at the meeting raised questions; That during voting, none of the shareholders and/or their proxies had objections or abstained (blank) votes and, therefore, the resolution was done by means of deliberation and consensus; That from the result of voting, none of the shareholders had objections or blank votes and, therefore, the Meeting through deliberation and consensus unanimously approved the proposed resolution for the Fourth Meeting Agenda. Fourth Meeting Agenda Resolutions: a. It is resolved to approve the structure of the Board of Commissioners and the Board of s of the Company since the date of the closing of the AGMS until the closing of the Annual General Meeting Shareholders of the Company for the financial year 2016 to be held in 2017, with the following composition: Board of Commissioners: President Commissioner : Drs. Theo Leo Sambuaga Independent Commissioner : Prof. DR. Didik Junaidi Rachbini Independent Commissioner : Prof. DR. H. Muladi, SH Independent Commissioner : Drs. Nanan Soekarna Independent Commissioner : DR. Drs. Ito Sumardi DS, SH Board of s: President Vice President Independent : Ali Chendra : Irwan Djaja : Ir. Harianda Noerlan : Dicky Setiadi Moechtar : Johannes Tong : Edward Sanusi : Maria Clarissa Fernandez Joesoep b. It is resolved to confer power upon the Company s Board of s with the right of substitution to restate the resolution on confirmation of the structure of the Board of s and the Board of Commissioners of the Company in a notarial deed, and then notify it to the Minister of Law and Human Rights of Republic of Indonesia in accordance with the prevailing regulations, register the composition of the Board of s and the Board of Commissioners to the Company s List and apply as well as sign all applications and or other documents which are needed without any exemption in accordance with the prevailing regulations. 10

11 c. It is resolved to grant authority to the President of Commisioner to determine honorarium, allowance, salary, bonus and/or any other remuneration for the members of the Board of s and the Board of Commisioners of the Company. The meeting resolutions above is stipulated in the Deed of Minutes of Meeting dated 15 April, 2016 No. 03, made by me, Notary. The copy of the said deed is currently under progress of preparation process in our office. This summary is delivered preceding the copy of the said deed, which will be delivered to the Company once it is finished. Yours sincerely, Notary in Jakarta, ANDALIA FARIDA, S.H., M.H. 11

12 This announcement, for which the s of AcrossAsia (namely, executive : Mr. Vicente Binalhay ANG; and independent non-executive s: Mr. Albert Saychuan CHEOK, Dr. Boh Soon LIM and Mr. Thomas Yee Man LAW) collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market (the GEM ) of the Stock Exchange for the purpose of giving information with regard to AcrossAsia. The s, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading. This announcement will remain on the Latest Company Announcements page of the GEM website at for at least seven days from its date of publication and on AcrossAsia s website at 12