Result of AGMS 2023
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”) which held on Friday, 23 June 2023 at PT Voksel Electric Tbk., Menara Karya Tower Level 3 Suite D HR Rasuna Said Street X-5 Kav 1-2 Kuningan South Jakarta, opened at 10.21 WIB and closed at 11.27 WIB.
The meeting was attended by:
Members of the Company’s Board of Commissioners who attended the Meeting were:
a. Offline:
| President / Independent Commissioner | : Mr Kumhal Djamil |
| Commissioner | : Mr. Hardi Sasmita |
| Commissioner | : Mrs. Linda Lius |
| Commissioner | : Mr. Masaki Matsui |
b. Online:
|
Independent Commissioner (also serves as Chairman of Nomination and Remuneration Committee) |
: Mr. Tjahyadi Lukiman |
|
Independent Commissioner (also serves as Chairman of Audit Committee) |
: Mrs. Muliany Anwar |
Members of the Company’s Board of Directors who attended the Meeting were:
| President Director | : Mr. David Lius |
| Director | : Mr. Ferry Suarly |
| Director | : Mr. Aripin |
| Director | : Mr. Yogiawan |
| Director | : Mr. Rizal Nangoy |
| Director | : Mr. Hua Shun |
Summary of Minutes of Meeting in accordance with the provisions of paragraph (1) article 49 of the Financial Services Authority Regulation No. 15 / POJK.04 / 2020 ("POJK 15") as follows:
A. Attendance Quorum of Shareholders
The Meeting was attended and/or represented by the shareholders or the valid proxies of the Shareholders totaling 3,275,840,841 shares or representing 78.83% of the total shares with valid voting issued by the Company, 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.
B. 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.
C. Meeting Resolution Making Mechanism
The resolution 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.
D. 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.
E. Meeting Decision
The Agenda for the Meeting are as follows:
- Approval of Annual Report and Financial Statements of financial year ended December 31st, 2022;
- Report for the realization of the use of proceeds from Shelf Registration Bonds I Voksel Electric The Year 2022;
- Approval of the change of member composition of Company’s Management;
- Determination of honorarium and salaries for the Company’s Board of Commissioners and Board of Directors for the Year 2023;
- The appointment of Public Accounting Firm and Public Accountant to audit the Company financial performance for the year 2023 and to delegate the authority to the Company’s Board of Directors to determine the honorarium and other conditions related to that appointment.
And the resolutions at the Company's Annual General Meeting of Shareholders are as follows:
First Meeting Agenda
| Attendees | 3,275,840,841 shares |
| Against | 445,000 shares |
| Abstain | 0 shares |
| Agree | 3,275,395,841 shares |
Thus, it can be concluded that the proposals for the First Meeting Agenda were approved on the basis of deliberation for consensus as follows:
Approved the Annual Report including the Supervisory Report of the Board of Commissioners and ratified the Financial Statements for the financial year ending December 31st, 2022 which had been audited by the Public Accounting Firm Gani Sigiro & Handayani (Grant Thornton Indonesia). With the approval of the Annual Report and the ratification of the Financial Statements for the financial year ending December 31st, 2022, the Meeting simultaneously grants full release and discharge (acquit et de charge) to members of the Company's Board of Directors and members of the Company's Board of Commissioners respectively for their management actions and supervision that has been carried out during the 2022 financial year, as well as these actions are reflected in the Company's Annual Report.
Second Meeting Agenda
Because the agenda for the Second Meeting is only a report, there is no need for voting/approval of the Agenda for this Meeting. For this reason, the Notary noted in the Minutes that the Board of Directors had submitted a report and the Meeting was continued to the next agenda.
Third Meeting Agenda
| Attendees | 3,275,840,841 shares |
| Against | 0 shares |
| Abstain | 0 shares |
| Agree | 3,275,840,841 shares |
Thus, it can be concluded that the proposals for the third Meeting Agenda were approved on the basis of deliberation for consensus as follows:
- Accept the resignation of Mr. Zhou Chengcai from his position as Director of the Company and grant full release and discharge from all actions taken during his service period as Director of the Company as long as all of these actions are reflected in the Annual Report and Financial Statements of the Company and are in accordance with the duties required as Director of the Company and We on behalf of the Company would like to thank him profusely for the contributions given to the Company so far.
- Appointed Mr. Shaohua Dai as a new member of the Company's Board of Directors effective since Mr. Shaohua Dai has a Limited Stay Permit Card and a Work Permit in Indonesia and when it becomes effective, his term of office as a member of the Company's Board of Directors will follow the term of office of other members of the Board of Directors who have previously appointed.
- Dismiss Mr. Masaki Matsui from his position as a member of the Company's Board of Commissioners and grant full release and discharge from all actions taken during his tenure as a member of the Company's Board of Commissioners as long as all actions are reflected in the Company's Annual Report and Financial Statements and are in accordance with the duties required as members of the Company's Board of Commissioners and we on behalf of the Company would like to express our deepest gratitude to him for the contributions to the Company.
- Appointed Mr. Yoichi Kitagawa as a new member of the Company's Board of Commissioners with a term of office following the term of office of other members of the Board of Commissioners.
As the results, 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. Yoichi Kitagawa |
| Independent Commissioner | : Mr. Tjahyadi Lukiman |
| Independent Commissioner | : Mrs. Muliany Anwar |
DIRECTORS
| President Director | : David Lius |
| Director | : Mr. Rizal Nangoy |
| Director | : Mr. Shaohua Dai |
| Director | : Mr. Hua Shun |
| Director | : Mr. Ferry Suarly |
| Director | : Mr. Yogiawan |
| Director | : Mr. Aripin |
Grant the authority and power of attorney with the right of substitution to the Directors of the Company both individually and jointly to take all necessary actions related to the resolutions mentioned above, 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 Resolution in a separate Notary deed and notify then register the results of this Meeting resolution to the Ministry of Law and Human Rights of the Republic of Indonesia and other relevant agencies and take all actions deemed necessary and useful in accordance with the applicable laws and regulations to carry out the resolutions of this Meeting properly.
Fourth Meeting Agenda
| Attendees | 3,275,840,841 shares |
| Against | 0 shares |
| Abstain | 0 shares |
| Agree | 3,275,840,841 shares |
Thus, it can be concluded that the proposals for the Fourth Meeting Agenda were approved on the basis of deliberation for consensus as follows:
- Approved the maximum amount of honorarium for members of the Company's Board of Commissioners for the 2023 financial year of IDR 3,504,000,000,- (three billion five hundred four million Rupiah).
- In accordance with the provisions of article 96 paragraph 1 of Law Number 40 of 2007 concerning Limited Companies and article 11 paragraph 8 of the Company's Articles of Association, the amount of salary or honorarium and allowances for members of the Board of Directors is determined based on the resolution of the General Meeting of Shareholders in which the authority by the General Meeting of Shareholders can be delegated to Board of Commissioners meeting.
Fifth Meeting Agenda
| Attendees | 3,275,840,841 shares |
| Against | 0 shares |
| Abstain | 0 shares |
| Agree | 3,275,840,841 shares |
Thus, it can be concluded that the proposals for the Fifth Meeting Agenda were approved on the basis of deliberation for consensus as follows:
Approved the appointment of Gani Sigiro & Handayani (“Grant Thornton”) as Public Accounting Firm and Mrs. Renie Feriana as a Public Accountant to audit the Company's Financial Statements for the 2023 financial year and to grant authority and power to the Company's Board of Directors to determine the amount of honorarium for the Public Accounting Firm and Public Accountant for the 2023 financial year and to delegate authority to the Company's Board of Commissioners based on the recommendation of the Audit Committee to determine a Public Accounting Firm substitute in the event that the appointed Public Accounting Firm for any reason is unable to carry out or complete its work and authorizes the Board of Directors of the Company to determine the honorarium and other requirements related to the appointment.
This 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 June 2023
Directors
PT Voksel Electric Tbk.