Result of AGMS 2020

 

PT VOKSEL ELECTRIC TBK

 ("COMPANY")

BASED IN SOUTH JAKARTA

 

 ANNOUNCEMENT OF SUMMARY OF MINUTES OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

 

The Board of Directors of the Company hereby informs the Shareholders that the Company's Annual General Meeting of Shareholders (“Meeting”) will be held on Thursday, 23 July 2020 at PT Voksel Electric Tbks Menara Karya Tower Level 3 Suite D HR Rasuna Said Street X-5 Kav 1-2 Kuningan South Jakarta, opens at 14.15 WIB and closes at 14.56 WIB.

 The meeting was attended by:

 Members of the Board of Commissioners of the Company who attended the Meeting were:

President / Independent

Commissioner                         : Mr KUMHAL DJAMIL

Commissioner                         : Mr. HARDI SASMITA

 The members of the Board of Directors of the Company who attended the Meeting were:

President Director                   : Mr. DAVID LIUS

Deputy President Director      : Mr WU YONGCHENG

Director                                   : Mr SHEN SHAO JUNHUA

Director                                   : Mr FERRY SUARLY

Independent Director              : Mr YOGIAWAN

Independent Director              : Mr ARIPIN

 Summary of Minutes of Meeting in accordance with the provisions of paragraph (1) article 39 of the Financial Services Authority Regulation No. 32 / POJK.04 / 2014 ("POJK 32") as follows:

 1.    Attendance Quorum of Shareholders

The meeting was attended by shareholders or shareholder attorneys is valid totaling 3,822,604,550 shares or representing 91.99% of the total shares with valid voting rights that have been issued by the Company up to the date of the Meeting, totaling 4,155,602,595 shares.

 Quorum provisions for Meetings as stipulated in the Company's Articles of Association, Law No. 40 of 2007 concerning Limited Liability Companies ("UUPT") and regulations in the Capital Market have been fulfilled.

 2.    Providing the opportunity to ask questions and / or provide opinions related to  the agenda of the Meeting

At the end of each discussion on the agenda of the Meeting, the Chairman of the Meeting gives the opportunity for the shareholders or their representatives who are present at the Meeting (“Shareholders”) to ask questions and / or provide opinions or suggestions as related to the Agenda being discussed.

 3.    Meeting Decision Making Mechanism

The decision is taken by deliberation to reach a consensus, but if the Shareholder or Shareholder's Attorneys does not approve or casts an abstention vote, the decision is made by voting by submitting by e-Proxy.

 4.    Independent Party Counting Votes

The company has been appointed an independent party, namely Notary Ir. Nanette Cahyanie Handari Adi Warsito, S.H. in calculating and validating votes.

 5.    Meeting Decission :

The Agenda for the Meeting are as follows:

·         Annual Report and Annual Financial Report;

·         Approval for the Use of Nett Profits;

·         Changes in the composition of the Company's Management members;

·          Determination of honorarium and salary for members of the Board of Commissioners and Directors of the Company;

·         Amendments to the Company's Articles of Association – and concerning  to POJK No. 15 / POJK.04 / 2020;

·         Appointment of an Independent Public Accountant to audit the books of the Company for the 2020 financial year and to authorize the Board of Directors of the Company to determine the honorarium for the Independent Public Accountant and other terms of appointment;

 And the resolutions at the Company's Annual General Meeting of Shareholders are as follows:

 First Meeting Agenda

 Since no one voted against or abstain voted against, the Meeting on the basis of deliberation to reach a consensus as decided:

 1.    Approved  and accept both the Annual Report of the Board of Directors regarding the running of the Company and the Annual Financial Report of the Company as well as the supervisory duties of the Board of Commissioners for the financial year ended 31 December 2019 which has been audited by the Public Accountant Firm GANI SIGIRO & HANDAYANI as regarding by the auditor's report dated 9 April 2020 Number 000115 / 2.0959 / AU.1 / 04 / 0786-1 / 1 / IV / 2020 with an unqualified opinion.

 2.    With the receipt of the Company's Financial Statements and the ratification of the Company's Balance Sheet and Profit and Loss Calculation including the Supervisory Report of the Board of Commissioners for the financial year ended 31 December 2019, the Meeting therefore granted full release and settlement (acquit et de charge) to the Board of Directors and The Board of Commissioners of the Company for their management and supervisory actions during the 2019 financial year, to the extent that these management and supervisory actions are reflected in the Balance Sheet and Profit and Loss Calculation of the Company.

 Second Meeting Agenda

 Since no one voted against or voted on abstention, the Meeting on the basis of deliberation to reach a consensus decided to Agree:

 Using the 2019 financial year profit of Rp. 208,249,125,401, - as follows:

 1.    For reserve funds as referred to in Article 70 paragraph 1 of Law No. 40 of 2007 concerning Limited Liability Companies The Company provides approximately 0.95% of net profit or in the amount of Rp. 1,000,000,000, -

 2.    The remaining net profit in 2018 is Rp. 207,249,125,401, - which will be recorded as the remaining profit of the Company which will be used to strengthen the capital of the Company.

 Third Meeting Agenda

 Since no one voted against or voted against, the Meeting on the basis of deliberation to reach a consensus decided :

 Using the 2019 financial year profit of Rp. 208,249,125,401, - as follows:

 1.    Approved the re-appointment of Mr. Kumhal Djamil as the Company's President Commissioner, Mrs. Linda Lius, Mr. Hardi Sasmita, Mr. Tan Huiliang, Mr. Masaki Matsui, Mr. Tjahjadi Lukiman and Mrs. Mulyani Anwar as Commissioners of the Company.

 2.    Approved the re-appointment of Mr. David Lius as President Director of the Company, Mr. Wu Yongcheng as Deputy President Director of the Company, Mr. Shen Shao Junhua, Mr. Ferry Suarly, Mr. Yogiawan, Mr. Aripin and the appointment of Mr. Rizal Nangoy as Director of the Company

 As the resultas, the composition of the members of the Board of Commissioners and Board of Directors of the Company is effective as of the closing of this Meeting until the closing of the Annual General Meeting of Shareholders in 2025, is as follows:

 BOARD OF COMMISSIONERS

President / Independent

Commissioner                         : Mr. Kumhal Djamil

Commissioner                         : Mrs. Linda Lius

Commissioner                         : Mr. Hardi Sasmita

Commissioner                         : Mr. Tan Huiliang

Commissioner                         : Mr. Masaki Matsui

Independent Commissioner    : Mr. Tjahyadi Lukiman

Independent Commissioner    : Mrs. Muliany Anwar

 DIRECTORS

President Director                   : Mr. David Lius

Deputy President Director      : Mr. Wu Yongcheng

Director                                   : Mr. Shen Shao Junhua

Director                                   : Mr. Ferry Suarly

Director                                   : Mr. Yogiawan

Director                                   : Mr Aripin

Director                                   : Mr. Rizal Nangoy

 3.    Give as the authority and Attorneys  with substitution rights to the Company's Board of Directors either individually or collectively to take all necessary actions in connection with the above mentioned decisions, including but not limited to declaring the appointment of members of the Board of Commissioners and Directors of the Company with the composition as referred to in this Meeting Decision in a separate Notary Deed and notifying and registering the results of the resolutions of this Meeting to the Ministry of Law and Human Rights of the Republic of Indonesia and other relevant agencies as well as taking all actions as relevant to necessary and useful in accordance with the prevailing laws and regulations. apply to implement the resolutions of this Meeting appropriately.

 Fourth Meeting Agenda

 Sincerelly and no one voted against or abstain voted against, the Meeting on the basis of deliberation to reach a consensus as decided:

 ·         Approved the maximum amount of honorarium for members of the Company's Board of Commissioners for the 2020 financial year of IDR 5,019,000,000, - (five billion and nineteen million rupiah).

·         Approved to delegate authority to the Board of Commissioners Meeting to determine the amount of salary and allowances for the members of the Board of Directors of the Company for the 2020 financial year.

 Fifth Meeting Agenda

 As the result since no one voted against or voted on abstention, therefore the Meeting was based on deliberation to reach a consensus in accordance with the new regulation, namely POJK Number 15 / POJK.04 / 2020 concerning Plans and Implementation of General Meeting of Shareholders and the non-validity substantial of POJK Number 32 / POJK.04 / 2014 regarding the Plan and Implementation of the General Meeting of Shareholders decided to approve:

 1.    Changing the Company's Articles of Association

2.    Give attorneys power and authority to the Board of Directors with the right of substitution to take all necessary actions in connection with the resolutions of the agenda of this Meeting, including compiling and restating the entire articles of association of the Company in a notary deed and submitting it to the competent authority for approval and / or receipt of notification of amendments to the articles of association, doing everything deemed necessary and useful for said purposes with nothing excepted, including but not limited to take additions and / or amendments to the amendments to the articles of association if it is required by the competent authority based on the applicable regulations .

 Sixth Meeting Agenda    

 As the result since no one voted against or voted on abstention, the Meeting on the basis of deliberation to reach a consensus as decided to Agree:

 Delegates the authority to the Board of Commissioners of the Company to select and appoint a Registered Public Accountant to audit the books of the Company for the 2020 financial year and authorizes the Board of Directors of the Company to determine the honorarium and other requirements for such appointment with the following criteria set by the Company:

 1.    Has a business license from the Minister of Finance and is led by a Public Accountant registered with the Financial Services Authority (OJK);

2.    Have and comply with quality control guidelines which are standards applicable to the Public Accounting Firm concerned, at least in accordance with the professional standards set by the Professional Association of Public Accountants, as long as they do not conflict with laws and regulations in the financial services sector;

3.    Have and implemented a quality control system to ensure that the Public Accountant Firm, Public Accountant or its employees can be maintain an independent attitude;

4.    Able to maintain the confidentiality of data and information obtained in the provision of services to Institutions supervised by OJK;

5.    Have at least 1 (one) Public Accountant Partner who is registered with the Financial Services Authority, namely the head of the Public Accountant Firm's partner.

 This the finaly the Minutes of Meeting were prepared to comply with the provisions of paragraph (1), paragraph (2) and paragraph (6) Article 51 of OJK Regulation No. 15/2020 and at the same time to completed accordance with the provisions of OJK Regulation No. 31 / POJK.04 / 2015 concerning Disclosure of Information or Material Facts by Issuers or Public Companies in connection with the replacement of Members of the Board of Directors and / or Members of the Board of Commissioners.

 

Jakarta, 23 July 2020
Directors

 

PT Voksel Electric Tbk.