General Meeting of Shareholders

The General Meeting of Shareholders (GMS) is a key element in the organization. It has the highest authority in the decision-making process and its existence is regulated by the Company's Articles of Association. Agenda carried out in GMS among which are to receive the responsibility reports from Directors and Board of Commissioners about the management of operation as well as to give approval to a number of corporate actions planned by the Company.

THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

PT MNC INVESTAMA TBK

 

The Board of Directors of PT MNC Investama Tbk (the “Company”), hereby announces that the Company has convened the Extraordinary General Meeting of Shareholders (the “Meeting”) on:

Day / Date                 :  Friday, September 30, 2016

Time                         :  4.54 PM – 5.16 PM Western Indonesia Time

Venue                       :  MNC Tower, Auditorium B2 Floor

                                   Jl. Kebon Sirih No. 17–19

                                   Jakarta 10340.

 

The Meeting was convened with the following agenda:

  • Approval to the changes in the Company’s Management composition.

 

A. The Meeting was attended by the following members of the Board of Commissioners and the Board of Directors.

BOARD OF COMMISSIONERS

  • - Darpito Pudyastungkoro as the Independent Commissioner of the Company.
  • - Kardinal Alamsyah Karim as the Independent Commissioner of the Company.

 

BOARD OF DIRECTORS

  • - Darma Putra as the Vice President Director of the Company.
  • - Mrs. Susanty Tjandra Sanusy as the Vice President Director and Independent Director of the Company.
  • - Tien as the Director of the Company.
  • - Natalia Purnama as the Director of the Company.
  • - Jiohan Sebastian as the Director of the Company.

 

B. The Meeting was attended by the shareholders or their authorized proxies representing 42,548,135,098 shares with valid voting rights, equivalent to 92.03% of a total of 46,230,759,553 shares with valid voting rights that were issued by the Company.

C. In the question session there was 1 (one) authorized proxy of shareholder who raised questions;

D. Resolution mechanism in the Meeting was as follows:

Resolutions of the Meeting were resolved based on an amicable deliberation to reach a mutual consensus. In the event that no resolution based on the amicable deliberation was reached, the resolutions would be resolved by way of voting.

E. The Resolution:

Agenda

Agree

Disagree

Abstain

Approval to the changes in the Company’s Management composition

39,691,828,158 shares (93.29% of the total valid and attended shares in the Meeting)

 

2,832,675,540 shares (6.66% of the total valid and attended shares in the Meeting)

23,631,400 shares (0.06% of the total valid and attended shares in the Meeting)*

*) In accordance with the Financial Services Authority Regulation No. 32 / POJK.04 / 2014, abstentions/blank deemed a ballot similar to a majority, so that abstentions count as votes in favor.

 F. The Summary of the Meeting Resolution was as follows:

  1. Approved and accepted the resignation of: (i) Mr. Hary Djaja from his position as the Company’s President Commissioner; (ii) Mrs. Ratna Endang Soelistyawati from her position as the Company’s Commisioner; and (iii) Mr. Bambang Rudijanto Tanoesoedibjo from his position as the Company’s Commisioner, effective as of the closing of the Meeting with gratitude and gave the highest appreciation for their devotion and services to the Company during their tenures and gave release and discharge of all responsibility on every undertaken supervisory actions (acquit et de charge), to the extent that such actions were reflected in the latest Annual Report and Financial Statements of the Company.
  2. Approved and accepted the resignation of Mr. Hary Tanoesoedibjo from his position as the Company’s President Director with gratitude and gave the highest appreciation for his devotion and services to the Company during his tenures and gave release and discharge of all responsibility on every undertaken management actions (acquit et de charge), to the extent that such actions were reflected in the latest Annual Report and Financial Statements of the Company, and furthermore, approved the appointment of Mr. Hary Tanoesoedibjo as the Company’s President Commissioner, effective as of the closing of this Meeting.
  3. Appointed Mrs. Angela Herliani Tanoesoedibjo as the Company’s Commissioner, effective as of the closing of this Meeting.
  4. Approved the assignment of Mr. Darma Putra from his previous position as the Company’s Vice President Director to President Director, effective as of the closing of this Meeting.
  5. The tenure of the newly appointed members of the Board of Commissioners and the Board of Directors will follow the remaining service period of the other existing members of the Board of Commissioners and the Board of Directors, i.e. until the closing of the Annual General Meeting of Shareholders in 2017, without prejudice to the rights of the General Meeting of Shareholders to dismiss them at any time in accordance with the provisions of Article 105 paragraph 1 of the Company Law (UUPT).

 

Following the above mentioned changes of the Board members, the compositions of the Company’s Board of Commissioners and Board of Directors are as follows:

 

Board of Commissioners

President Commissioner          : Mr. Hary Tanoesoedibjo

Commissioner                        : Mrs. Liliana Tanoesoedibjo

Commissioner                        : Mrs. Angela Herliani Tanoesoedibjo

Independent Commissioner      : Mr. Darpito Pudyastungkoro

Independent Commissioner      : Mr. Kardinal Alamsyah Karim

Board of Directors

President Director                   : Mr. Darma Putra

Vice President Director/          

Independent Director               : Mrs. Susanty Tjandra Sanusi

Director                                 : Mrs. Tien

Director                                 : Mrs. Natalia Purnama

Director                                 : Mr. Jiohan Sebastian

Independent Director               : Mr. Henry Suparman

 

  1. Authorized the Company’s Remuneration Committee to determine salaries and allowances for the newly appointed members of the Board of Commissioners and the Board of Directors.
  2. Grant the authority to the Company’s Board of Directors with the right of substitution to perform all necessary actions related to the above mentioned changes in the Company’s Management composition, including but not limited to the drafting or request to prepare and sign all related deeds, as well as to register the member composition of the Board of Commissioners and the Board of Directors in the Company Register in accordance with the Law No. 3 of 1982 regarding the Company Registration Requirements.

 

Jakarta, October 4, 2016

PT MNC Investama Tbk

The Board of Directors

THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

FOR THE FINANCIAL YEAR OF 2015 PT MNC INVESTAMA TBK

The Board of Directors of PT MNC Investama Tbk., (the “Company”), hereby announces that the Company has convened the Annual General Meeting of Shareholders for the Financial Year of 2015 (the “Meeting”) on:

Day /Date       : Tuesday, May 4, 2016

Time                : 14.24 WIB – 15.06 WIB

Place                : MNC Tower B2 Floor, Auditorium Room

                          Jl. Kebon Sirih No. 17 – 19

                          Jakarta Pusat 10340

 

The Meeting was convened with the following agendas:

  1. The Annual Report of the Board of Directors for the Financial Year ended on 31 December 2015;
  2. Approval and ratification of the Company’s Financial Report for the Financial Year ended on 31 December 2015, and fully release and discharge the responsibility of all members of the Board of Commissioners and Board of Directors of the Company for their supervision and management during the Financial Year ended on 31 December 2015 (acquit et de charge);
  3. Approval of utilization the Company’s profit for the Financial Year ended on 31 December 2015;
  4. Approval of the changes in the composition of the board of the Company;
  5. Appointment of Independent Public Accountant to audit the Company’s books for the Financial Year ended on 31 December 2016 and granting of authority to the Board of Directors to determine the honorarium of Independent Public Accountant and its appointment’s requirements;

 

  1. Board of Commissioners and Board of Directors who attended the Meeting were:

 

BOARD OF COMMISSIONERS

  • Hary Djaja  as the Commissioner of the Company;
  • Ratna Endang Soelistyawati as the Commissioner of the Company;
  • Darpito Pudyastungkoroas the Independent Commissioner of the Company; and
  • Kardinal Alamsyah Karim as the Independent Commissioner of the Company.

 

BOARD OF DIRECTORS

  • Darma Putra Wati as the Vice President Director of the Company;
  • Susanty Tjandra Sanusi as the Vice President Director of the Company and Independent Director of the Company;
  • Tien as the Director of the Company;
  • Natalia Purnama as the Director of the Company;
  • Jiohan Sebastian as the Director of the Company; and
  • Henry Suparman as the Director of the Company.

 

  1. The Meeting was attended by shareholders and/or their authorized proxies representing 35,118,752,998 shares with valid voting rights, equivalent to 91.16% of a total of 38,526,632,961 shares with valid voting rights that were issued by the Company.
  2. In the Meeting, the Company gave the opportunities to the shareholders and/or their authorized proxies to raise questions and/or to give opinion in every agenda of the Meeting, but there were no shareholders and/or their authorized proxies who raised questions.
  3. Resolution mechanism in the Meeting was as follow:

      Resolutions of the Meeting were resolved in an amicable deliberation manner. In the event that no amicable decision was reached, the resolutions would be resolved by way of voting.

  1. The results of the resolutions : 

  Agenda

Agree

Disagree

Abstain

Agenda I

35.118.752.998 shares (100% of the total valid and attended shares in the Meeting)

-

10.250.000 shares (0,03% of the total valid and attended shares in the Meeting)

Agenda II

35.111.489.398 shares (99,98% of the total valid and attended shares in the Meeting)

7.263.600 shares (0,02% of the total valid and attended shares in the Meeting)

10.250.000 shares (0,03% of the total valid and attended shares in the Meeting)

Agenda III

35.118.752.998 shares (100% of the total valid and attended shares in the Meeting)

-

-

Agenda IV

-

-

-

Agenda V

35.050.343.498 shares (99,83% of the total valid and attended shares in the Meeting)

58.159.500 shares (0,17% of the total valid and attended shares in the Meeting)

10.250.000 shares (0,03% of the total valid and attended shares in the Meeting)

*) In accordance with the Financial Services Authority Regulation No. 32 / POJK.04 / 2014, abstentions/blank deemed a ballot similar to a majority, so that abstentions count as votes in favor.

 

  1. The Summary of the Meeting Resolutions was as follows:

 

First Agenda:

Approved and accepted the Annual Report of the Board of Directors of the Company’s including the Report of Board of Commissioners for the Financial Year that ended on December 31, 2015.

 

Second Agenda :

Approved and ratified the Company’s Financial Statements for the Financial Year that ended on December 31, 2015 and exonerated the Company’s Board of Commissioners and Board of Directors for their supervision and management’s duties and responsibilities during the Financial Year that ended on December 31, 2015 (acquit et de charge), to the extent such actions are reflected in the Annual Report and the Financial Statements for 2015.

 

Third Agenda:

Approved to not distribute dividends to the Company’s Shareholders.

 

Fourth Agenda:

Especially for the Fourth Agenda There are no proposed changes to the board of shareholders of the Company, and therefore for the Fourth Meeting Agenda there are no dispute, discussion and decision-making.

 

Fifth Agenda:

Approved to provide the power and authority to the Board of Directors to appoint an Independent Public Accountant to audit the Company’s books for the Financial Year that ended on December 31, 2016 and determine the fee for the Independent Public Accountant as well as other requirements from such appointment.

 

Subsequently, the Meeting has approved to authorize the Company’s Board of Directors with substitution right to to take any actions in connection with the resolution of this Meeting including but not limited to make or request to be made and to sign any deed with respect to the resolutions of this Meeting.

 

 

Jakarta, May 10, 2016

PT MNC Investama Tbk

The Board of Directors

ANNOUNCEMENT OF SUMMARY OF MINUTES OF

THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

PT MNC INVESTAMA TBK

 

The Board of Directors of PT MNC Investama Tbk., (the “Company”), hereby announces that the Company has convened the Extraordinary General Meeting of Shareholders (the “Meeting”) on:

 

Day/Date                                        :   Monday, July 27, 2015

Time                                                :  15.19 WIB – 16.44 WIB

Venue                                             :   MNC Tower B2 Floor, Auditorium

                                                           Jl. Kebon Sirih No. 17 – 19, Jakarta Pusat

 

The Meeting was convened with the following agendas:

 

1.         Approval of the Shares Buy Back Program (“Buyback”) of the Company’s shares at the maximum of 10% (ten percent) of the Company’s paid-up capital, which shall be carried out in compliance with all applicable rules and regulations within the Capital Market, specifically the Regulation No. XI.B.2 concerning Shares Buyback issued by Listed Company or Public Company;

2.         Approval to the changes of the Company’s management.

 

A.      The Meeting was attended by the following members of the Board of Commissioners and the Board of Directors:

 

         BOARD OF COMMISSIONERS

-        Mr. Hary Djaja  as the President Commissioner of the Company.

-        Mr. Posma Lumban Tobing as the Independent Commissioner of the Company.

-        Mr. Darpito Pudyastungkoro as the Independent Commissioner of the Company.

 

BOARD OF DIRECTORS                                                                                                                       

-        Mr. Hary Tanoesoedibjo as the President Director of the Company.

-        Mr. Darma Putra Watias the Vice President Director of the Company.

-        Mrs. Susanty Tjandra Sanusi as the Vice President Director and the Independent Director of the Company.

-        Mrs. Tien as the Director of the Company.

-        Mrs. Natalia Purnama as the Director of the Company.

-        Mr. Jiohan Sebastian as the Director of the Company.

-        Mr. Henry Suparman as the Director of the Company.

-        Mr. Arya Mahendra Sinulingga as the Director of the Company.

 

B.        The Meeting was attended by shareholders or their authorizedproxies representing  34,456,879,060 shares with valid voting rights, equivalent to 88.82% of 38,793,679,707 total shares with valid voting rights issued by the Company.

C       The Company gave the shareholdersand/or theirauthorized proxies the opportunities to raise questionsand/or give opinion in every agenda of the Meeting but none of the shareholders and/or their authorizedproxies raised any questions.

D.        Resolution mechanism in the Meetingwasas follows:

Resolutions of the Meeting were resolved inamicable deliberation manner. In the event that no amicable decision is reached, the resolutions were resolved by way of voting.

E.         The results of the Resolution:

 

Agenda

Agree

Disagree

Abstain

Agenda I

34,456,879,060 shares (100% of total valid and attended shares in the Meeting)

-

35,000,000 (0.1 % of total valid and attended shares in the Meeting)

Agenda II

32,001,311,814 (92.9% of total valid and attended shares in the Meeting)

2,455,567,246 shares (7,1% of total valid and attended shares in the Meeting)

35,000,000 (0.1 % of total valid and attended shares in the Meeting)

According to Indonesia Financial Services Authority No.32/POJK.04/2014, abstention is considered as the majority vote.

 

F.         The Summary of Meeting Resolutions was as follows:

 

First Agenda:

1.        Approved to conductthe Shares Buyback Program (“Buyback”) of the Company’s shares at the maximum of 10% (ten percent) of the Company’s paid-up capital, which shall be carried out in compliance with all applicable rules and regulations within the Capital Market, specifically the Regulation No.XI.B.2 concerning Shares Buyback issued by Listed Company or Public Company;

2.        Approved to grant theauthority and power to the Company’s Board of Directors to perform all necessary actions in connection with the exercise of the Buyback of the Company’s shares.

                           

SecondAgenda:

1.       Acceptedthe resignation of Mr. Arya Mahendra Sinulingga as the Director of the Company effectively after the Meetingis closed;

2.       Acceptedthe resignation of Mr. Posma Lumban Tobing astheIndependent Commissioner of the Company effectively after theMeetingis closed;

3.       To approve the appointment of Mr. Kardinal Alamsyah Karim asIndependent Commissioner of the Company effectively after theMeetingis closed:

 

The new composition of the Company’s Board of Commissioners and Board of Directors following the resolutions are as follows:

 

Board of Commissioners

President Commissioner               : Hary Djaja

Commissioner                                  : Ratna Endang Soelistyawati

Commissioner                                  : Bambang Rudijanto Tanoesoedibjo

Commissioner                                  : Liliana Tanoesoedibjo

Independent  Commissioner         : Darpito Pudyastungkoro

Independent Commissioner          : Kardinal Alamsyah Karim

 

Board of Directors

President Director                           : Hary Tanoesoedibjo

Vice President Director                  : Darma Putra Wati

Vice President Director/

Independent Director                     : Susanty Tjandra Sanusi

Director                                             : Tien

Director                                             : Natalia Purnama

Director                                             : Jiohan Sebastian

Director                                             : Henry Suparman

 

The tenure of the newly appointed member of the Board of Commissionersis the same as the remaining tenure of the other members of the Board of Commissioners, i.e.until the closing of the Annual General Meeting in 2017, without prejudice to the rights of the General Meeting of Shareholders to dismiss them at any time in accordance with the provision of Article 105 paragraph 1 of the Limited Liability Company Law;

 

4.       Authorized the Company’s Remuneration Committee to determine the salariesand allowancesfor the newly appointedmember of the Board of Commissioner;

 

5.       Granted authority with the right of substitution to the Company’s Board of Directors to take all actions with regard to the changes in the Company’s managementas mentioned above, including but not limited to, making or requesting as well as  signing related deeds.

 

Furthermore, the Meeting has approved to grant the authority and full power with substitution right to the Company’s Board of Directors to perform all necessary actions in connection with the resolutionsof the Meeting including but not limited to make or cause to be made and to execute any deeds in relation to this resolutions of the Meeting.

 

Jakarta, July 29, 2015

PT  MNC Investama Tbk

The Board of Directors

 

THE ANNUAL GENERAL MEETING OF SHAREHOLDERS


The Meeting was attended by the shareholders or their authorizedproxies,representing 36,118,217,385 shares with valid voting rights, equivalent to 92.87%  of 38.892.279.007 total shares with valid voting rights issued by the Company.

The Summary of Meeting Resolutions was as follows :

First Agenda:

Approved and accepted the Annual Report from the Board of Directors regarding the Company’s performance for the Financial Year that ended on December 31, 2014.

Second Agenda :

Approved and ratified the Company’s financial Statements for the Financial Year that ended on December 31, 2014 and granted the Company’s Board of Commissioners and Board of Directors the full release and discharge from their operational and supervisory duties conducted during the Financial Year that ended on December 31, 2014 (acquit et de charge), to the extent that their actions are reflected in the Company’s Annual Report and Financial Statements for 2014.

Third Agenda:

i. Approved the allocation of  Rp.1,000,000,000,- (one billion Rupiah) from net income as reserve fund to comply with the provisions of the Company’s Articles of Association and Act No. 40 Year 2007 regarding Limited Liability Company.

ii. Approved the distribution of cash dividends to the Company’s shareholders with the provision that every 1 (one) share is entitled to receive a cash dividend of Rp3 (three Rupiah) or equivalent to atotal dividend amount of Rp116.676.837.021,- (one hundred sixteen billion six hundred seventy six million eight hundred thirty seven thousand twenty one Rupiah) to the shareholders whose name are recorded in the Company Shareholders Register (“DPS”) on the Record Date of June 3, 2015 up to 16.00 WIB. The total value of dividends does not take into account the number of shares that will be issued from the Company’s corporate action and/or the exercise of Employee and Management Stock Option Program (MESOP).

iii. Approved that the remaining balance of the Company’s net income to be booked as retained earnings to strengthen the Company’s capital structure.

iv. Granted the power and authority to the Company’s Board of Directors with substitution right to set a specified schedule and the procedure of the distribution of cash dividend for the Financial Year of 2014 in accordance with the prevailing Capital Market’s laws and regulations.

Fourth Agenda:

Theres was no discussion, question& answer session, as well asdecision-makingdue to the absence of proposals regarding the changes of composition in the Board member of the Company until the Meeting is conducted.

Fifth Agenda:

Granted the full power and authority to the Board of Directors, upon the consent of the Board of Commissioners, to appoint an Independent Public Accountant to audit the Company’s books for the Financial Year that ended on December 31, 2015 and determine the amount of fees as well as other terms and conditions to appoint an Independent Public Accountant.

 

THE SCHEDULE ANDPROCEDURE FOR DISTRIBUTION OF CASH DIVIDEND

 

In relation to the resolution of the Third Agenda as mentioned above, the Meeting has approved the distribution of cash dividends to the Company’s shareholders with the provision that every 1 (one) share is entitled to receive a cash dividend of Rp3,- (three Rupiah), therefore the schedule and procedure of cash dividend’s distribution for the Financial Year of 2014 shall be as follows:

1. Cum dividend
   - Regular and Negotiated Market : May 28,  2015
   - Cash Market : June 3,  2015
2. Ex dividend
   - Regular and Negotiated Market: May 29, 2015
   - Cash Market: June 4, 2015
3. List of Shareholders who are entitled for the Cash Dividend(Recording date) : June 3, 2015
4. Cash Dividend Payment for the Financial Year of 2014 : June 24, 2015

Procedures of Cash Dividend Payment for the Financial Year of 2014:

1.        The cash dividends will be distributed to Shareholders whose names are registered in the Company Shareholders Register (“DPS”) on Record Date of June 3, 2015 at 16.00 WIB and/or the Company’s Shareholders inthe sub securities account in PT Kustodian Sentral Efek Indonesia(KSEI) at the closing of the tradingsessionon June 3, 2015.

2.        For those Shareholders whose shares are in the collective deposit account in KSEI, the cash dividend shall be paid through KSEI and will be distributed to the securities account of the Securities Company and/or Custodian Bank on June 24, 2015. The receipt of the payment of cash dividend shall be given by KSEI to the Shareholders via Securities Company and/or Custodian Bankwhere the Shareholdershave openedtheiraccount. For the Shareholders whose shares are not in the collective deposit account in KSEI, the payment of cash dividend will be paid by cheque which can be obtained at Securities Administration Agency of PT BSR Indonesia, which is locatedat Komplek Perkantoran ITC Roxy Mas Blok E1 No. 10-11 Jalan KH Hasyim Ashari, Jakarta Pusat.  

3.        The cash dividend is subject to taxes as regulated under the prevailing tax laws. The amount of tax that will be borne by the relevant Shareholder will be deducted from the amount of cash dividend in accordance to the Shareholder’s right.

4.         For the Shareholders that are grouped as on-shore Tax Payers in the form of legal entities who have not submitted their Tax Register Number (Nomor Pokok Wajib Pajak/NPWP) shall submit their NPWP to KSEI or the Company’s Securities Administration Agency – PT BSR Indonesia, at the latest onJune 3, 2015 at 16.00 WIB. Without submitting the NPWP, the cash that will be paid to the said on shore Tax Payer will be subject to a withholding tax at the rate of 30%.

5.        For the Shareholders that are grouped as off-shore Tax Payer who will use the Tax Treaty under the Agreement on the Prevention of the Imposition of Double Taxes (P3B) shall comply with article 26 of Law Withholding Tax No. 36 of 2008 regarding The Fourth Amendment of Law No. 7 of 1983 regarding Withholding Tax and the submission of form DGT-1 or DGT-2 to be legalized by the Indonesian Tax Service Office for Public Company to KSEI or company’s Securities Administration Agency at the latest on June11, 2015 at 17.00 WIB. Without the said document, the cash dividend will be subject to a withholding tax article 26 at the rate of 20%.

 

THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

The Meeting was attended by shareholders or their authorizedproxies representing 36,120,716,495  shares with valid voting rights, equivalent to 92.87% of 38,892,279,007 total shares with valid voting rights issued by the Company.

The Summary of Meeting Resolutions was as follows :

First Agenda:

1.        Approved to reaffirm the granting of authority and power of attorney to the Board of Directors upon the consentof the Company’s Board of Commissioners to issue the Company’s new shares related to the distributionof Management and Employee Stock Option Program (MESOP) that has been issued by the Company.

2.        Approved to reaffirm the granting of power and authority to the Company’s Board of Directors upon the consentofthe Board of Commissioners to perform all necessary actions in connection with the implementationof the MESOP, including but not limited to an adjustment to the amount of issued options,the exercise price in the event that the Company performs corporate actions that may result in changes to the nominal value of shares, merger or other forms of reorganization or restructuring of the Company that may affect its capitalstructure.

SecondAgenda:

1.      Approved to increase the Company’s paid-up capital to by as much as8.92% (eight point ninety twopercent, with nominal value of Rp100,- (one hundred Rupiah) per share to the investors by taking into account provisions of the prevailinglaws and regulations ofthe capital market especially the regulation of POJK No.38/2014.

2.      Approved to reaffirm the granting of authority and full power to the Board of Directors upon the consentof the Company’s Board of Commissioner to perform all necessary actions in relation to increase the capital without Pre-emptive Rights as stipulated above, including but not limited to determine the exerciseprice of the capital increase without Pre-emptive rights which will be considered appropriateby the Board of Directors, to prepare and / or request all documents related tothe aforementionedCompany’s capital increase as well as to seekapproval and / or to report and to perform all thenecessary registrationsto the relevant authorities in relation to capital increase without Preemptive rights, without any exception in accordance with the prevailing laws and regulations including the Capital Marketregulations.

 

ThirdAgenda:

1.      Approved the amendment of the Company’s Articles of Association to conform with the Financial Services Authority rregulations and other Capital Market’s regulations and to restate the entireArticles of Association with sentence structure detail of each chapterammendments as contained in the meeting materials that have been distributed to the shareholders before this Meetingis conducted.

2.      Granted power and authority with substitution right to the Company’s Board of Directors to perform any action with respect to the abovementioned amendments of the Company’s Articles of Association and to compile and restate the Articles of Association as stated in point one (1) above, including but not limited to make or request to be made and to sign any deed related there of, as well as to carry out procedures to obtain the approval from the Minister of Justice and Human Rights of the Republic of Indonesia and perform actions that are deemed necessary and usefule with no exception.

Furthermore, the Meeting has approved to grant the authority and full power with substitution right to the Company’s Board of Directors to perform all necessary actions in connection with the resolution of the Meeting including but not limited to make or cause to be made and to execute any deeds in relation to this resolutions of the Meeting.

 

 

I. Annual General Meeting of Shareholders ("AGMS")

That the Meeting issued the following decisions:

FIRST AGENDA:

To approve and well accept the Annual Report of the Company’s Board of Directors for the Financial Year ended on 31st December 2013.

SECOND AGENDA:

To approve and ratify the Company’s Financial Statement for the Financial Year ended on 31st December 2013, which was audited by the Office of Public Accountant Osman Bing Satrio & Eny, and to give full acquittal and discharge to the Company’s Board of Commissioners and Board of Directors from all actions of supervision and management they performed in the Financial Year ended on 31st December 2013 (acquit et de charge), in so far such actions are reflected in the Company’s Annual Report and Financial Statement of 2013.

THIRD AGENDA:

To approve the division of cash dividend for the Company’s shareholders of one hundred seven billion seven hundred million two hundred seventy eight thousand four hundred and twenty one Rupiah (Rp.107,700,278,421.-), by which each shareholder shall receive in proportion to the number of shares in their possession, namely each one (1) share shall be entitled to receive cash dividend of three Rupiah (Rp.3.-), based on the number of shares on the date of cum dividend.  The total dividend value above has not taken into account the number of shares to be issued in connection with the Company’s corporate action and/or the implementation of Management and Employee Stock Option Program (MESOP).

FOURTH AGENDA:

1. To accept the resignation of Ms. Ratna Endang Soelistyawati as the Company’s President Commissioner effective from the closing of this Meeting.

2. To accept the resignation of Mr. Hary Djaja as the Company’s Director effective from the closing of this Meeting.

3. To accept the resignation of Mr. Wandhy Wira Riady as the Company’s Director effective from the closing of this Meeting.

4. To approve the appointment of Mr. Hary Djaja as the Company’s President Commissioner effective from the closing of this Meeting.

5. To approve the appointment of Ms. Ratna Endang Soelistyawati as the Company’s Commissioner effective from the closing of this Meeting.

6. To approve the appointment of Ms. Tien, Ms. Natalia Purnama, Mr. Jiohan Sebastian, Mr. Henry Suparman and Mr. Arya Mahendra Sinulingga, respectively as the Company’s Directors effective from the closing of this Meeting.

7. To decide Mr. Darma Putra as the Vice President Director and Ms. Susanty Tjandra Sanusi, currently holding the position as an Unaffiliated Director, to be the Vice President Director who is also an Independent Director of the Company.

The structure of the Company’s Board of Commissioners and Board of Directors shall become as follows:

Board of Commissioners:

Mr. Hary Djaja, as the Company’s President Commissioner.

Ms. Ratna Endang Soelistyawati, as the Company’s Commissioner.

Mr. Bambang Rudijanto Tanoesoedibjo, as the Company’s Commissioner.

Ms. Liliana Tanaja, as the Company’s Commissioner.

Mr. Posma Lumban Tobing, as the Company’s Independent Commissioner.

Mr. Darpito Pudyastungkoro, as the Company’s Independent Commissioner.

 

Board of Directors:

Mr. Hary Tanoesoedibyo, as the Company’s President Director.

Mr. Darma Putra, as the Company’s Vice President Director/Director.

Ms. Susanty Tjandra Sanusi, as the Company’s Vice President Director/Independent Director.

Ms. Tien, as the Company’s Director.

Ms. Natalia Purnama, as the Company’s Director.

Mr. Jiohan Sebastian, as the Company’s Director.

Mr. Henry Suparman, as the Company’s Director.

Mr. Arya Mahendra Sinulingga, as the Company’s Director.

The term of office of members of the Board of Commissioners and Board of Directors who were just appointed shall follow the remaining term of office of other members of the Board of Commissioners and Board of Directors who are holding the position, namely until the closing of the Annual General Meeting of Shareholders of 2017.

8. To give authority to the Remuneration Committee to decide the amounts of honorarium for all members of the Company’s Board of Commissioners.

9. To give authority and substitution right to the Company’s Board of Directors to take all actions with respect to the acceptance of resignation and appointment of members of the Company’s Board of Commissioners and Board of Directors in this 4th Agenda, including but not limited to make or ask to make and to sign all deeds related to it.

FIFTH AGENDA:

To approve to give authority and power to the Company’s Board of Directors to appoint an Independent Public Accountant to audit the Company’s Financial Statement for the Financial Year that will end on 31st December 2014 and to decide the amount of honorarium and other requirements with regard to the appointment of the Independent Public Accountant.

 

II. Extraordinary General Meeting of Shareholders (“EGMS”)

That the Meeting issued the following decisions:

FIRST AGENDA:

1. To approve to perform the new Management and Employee Stock Option Program (MESOP).

2. To give authority and power to the Company’s Board of Directors at the approval of the Company’s Board of Commissioners in order to implement the new MESOP, including the issue of new shares in the Company in connection with the implementation of MESOP by issuing the Company’s new shares at maximum one point five percent (1.5%) of the total subscribed and fully paid-up capital or of maximum five hundred thirty six million three hundred eighteen thousand and nine hundred (536,318,900) new shares, including but not limited to adjustment to the number of Option Rights issued by the Company and the implementation price of MESOP, if the Company takes any corporate action that may result in alteration to the share nominal value, business merger or forms of reorganization or restructuring of the Company that may affect the Company’s capitalization.

SECOND AGENDA:

1. To approve to reconfirm the giving of authority and power to the Company’s Board of Commissioners for issuing the Company’s new shares related to the implementation of Management and Employee Stock Option Program (MESOP) issued by the Company;

2. To approve to reconfirm the giving of authority and power to the Company’s Board of Directors at the approval of the Company’s Board of Commissioners for taking all actions required in connection with the implementation of MESOP, including but not limited to adjustment of the number of Option Rights issued by the Company and the price of MESOP implementation, if the Company takes any corporate action that may result in alteration to the share nominal value, business merger or forms of reorganization or restructuring of the Company that may affect the Company’s capitalization.

THIRD AGENDA:

1. To approve to reconfirm the approval of capital increase Without Rights Issue by issuing maximum ten percent (10%) of the Company’s paid-up capital, each share having the nominal value of one hundred Rupiah (Rp.100.-) at the execution price deemed appropriate by the Company’s Board of Directors, according to the prevailing provisions of legislation, to investors according to Regulation of the Supervisory Board For Capital Market and Financial Institution No.IX.D.4, Annex to Decision of Chairman of Bapepam-LK No.Kep-429/BI/2009 dated 9th December 2009;

2. To approve to reconfirm the giving of authority and power to the Company’s Board of Directors at the approval of the Board of Commissioners for taking all actions required with respect to the implementation of capital increase Without Rights Issue above, including but not limited to deciding the execution price of capital increase Without Rights Issue deemed appropriate by the Board of Directors, making and/or asking to make all documents related to the capital increase and asking for approval and/or reporting and conducting the required registration to the authorities related to the capital increase Without Rights Issue, one another without any exception, in view of the provisions of prevailing legislation, including regulations in Capital Market.

Annual General Meeting of Shareholders ("AGMS")

1.   First Agenda

To approve and well accept the Annual Report of the Company’s Board of Directors for the Fiscal Year ended on December 31, 2012;

2.   Second Agenda

To approve and ratify the Company’s Financial Statement for the Fiscal Year ended on December 31, 2012, audited by the Office of Public Accountant Osman Bing Satrio & Eny, and to give full acquittal and discharge to the Company’s Board of Commissioners and Board of Directors of all supervision and management actions they have performed in the Fiscal Year ended on December 31, 2012 (acquit et de charge), in so far such actions are reflected in the Company’s Annual Report and Financial Statement of 2012.

3.   Third Agenda

I.  To approve the allowance of net profit for the required reserve of one billion Rupiah (Rp.1,000,000,000.-) in order to meet the provisions of the Company’s Articles of Association and Law No.40/2007 on Limited Company.

II. To approve the division of cash dividend of one hundred seventy seven billion nine hundred seventeen million three hundred seventy six thousand five hundred and thirty five Rupiah (Rp.177,917,376,535.-) to the Company’s shareholders, who will respectively receive in proportion to the number of shares in their possession, i.e. one (1) share shall be entitled to receive cash dividend of five Rupiah (Rp.5.-), based on the number of shares on the date of cum dividend.  The total value of dividend has not calculated the number of shares to be issued in connection with the Company’s corporate actions and/or the Management and Employee Stock Option Program (MESOP).

III. To approve to enter the Company’s remaining earnings in the book as retained earnings to strengthen the Company’s capitalization structure.

4.   Fourth Agenda

1. To well accept the resignation of Mr. Antonius Z. Tonbeng as the Company’s Independent Commissioner;

2. To appoint Mr. Darpito Pudyastungkoro as the Company’s Independent Commissioner for the term of office effective from the date these Meeting’s Decisions until the expiration of the term of office of the Company’s Board of Commissioners;

3. To appoint Ms. Susanty Tjandra Sanusi as the Company’ Non-affiliated Director for the term of office effective from the date of these Meeting’s Decisions until the           expiration of the term of office of the Company’s Board of Directors;

4. To decide Mr. Wandhy Wira Riady, originally as the Company’s Non-affiliated Director to become the Company’s Director for the term of office effective from the date of these Meeting’s Decisions until the expiration of the term of office of the Company’s Board of Directors;

Hence, the structure of the Board of Commissioners and Board of Directors shall be as follows:

Board of Commissioners

President Commissioner :     Ms. Ratna Endang Soelistyawati

Commissioner :     Mr. Bambang Rudijanto Tanoesoedibjo

Commissioner :     Ms. Liliana Tanaja

Independent Commissioner :     Mr. Posma Lumban Tobing

Independent Commissioner :     Mr. Darpito Pudyastungkoro

Board of Directors

President Director :     Mr. Hary Tanoesoedibjo

Director :     Mr. Hary Djaja

Director :     Mr. Darma Putra

Director :     Mr. Wandhy Wira Riady

Non-affiliated Director :     Ms. Susanty Tjandra Sanusi

5.   Fifth Agenda

To approve to give authority and power to the Company’s Board of Directors to appoint an Independent Public Accountant to audit the Company’s Financial Statement for the Fiscal Year that will end on December 31, 2013 and to decide the amount of honorarium and other requirements in connection with such appointment of Independent Public Accountant.

6.   To give authority and power with substitution right to the Company’s Board of Directors to take all actions in connection with these Meeting’s decisions, including but not limited to making or asking to make and signing all deeds in connection with these Meeting’s decisions.

 

Extraordinary General Meeting of Shareholders ("EGMS")

 

1.   First Agenda

1.  To approve the amendment to article 15 paragraph 4 first clause of the Company’s articles of association, hence to read as follows:

“To undertake the legal action to transfer, release the right or make as guarantee of debt over fifty percent (50%) of the Company’s total net assets in one book year, either in one transaction or several transactions individually or related to each other, shall obtain the approval of the General Meeting of Shareholders, on condition that it is attended by the Shareholders who Represent at least three fourth (3/4) of the total number of shares with valid voting rights and approved by at least three fourth (3/4) of the total number of shares with voting rights who are present in the Meeting.” 

2. To give authority with substitution right to the Company’s Board of Directors to take all actions in connection with the amendment to the Company’s articles of              association above, including but not limited to making or asking to make and signing all deeds for that purpose, and to conduct the management process for                obtaining approval of the Minister of Law and Human Rights of Republic of Indonesia.

2.   Second Agenda

1. To approve alteration to the Company’s name from originally PT. Bhakti Investama Tbk. to PT. MNC Investama Tbk.

2. To give authority with substitution right to the Company’s Board of Directors to take all actions in connection with alteration to the Company’s name above,                     including but not limited to making or asking to make and signing all deeds for that purpose, and to conduct the management process for obtaining approval of the     Minister of Law and Human Rights of Republic of Indonesia.

3.   Third Agenda

1. To approve to reconfirm the giving of authority and power to the Company’s Board of Directors with the approval of the Company’s Board of Commissioners for              issuing the Company’s new shares related to the implementation of MESOP issued by the Company. 

2. To approve to reconfirm the giving of authority and power to the Company’s Board of Directors to take all actions required in connection with the implementation of       MESOP, including but not limited to adjustment to the number of Option Rights issued by the Company and the price of MESOP implementation, if the Company           takes any corporate action that may cause change to the shares nominal value, business merger or the forms of Company’s reorganization or restructuring that           may affect the Company’s capitalization.

4.   Fourth Agenda

1.To approve the implementation of capital increase Without Rights Issue by issuing maximum ten percent (10%) of the Company’s paid-up capital, each having the nominal value of one hundred Rupiah (Rp.100.-) per share to investors according to Regulation of Supervisory Board For Capital Market and Financial Institutions No.IX.D.4, Annex to Decision of Chairman of Bapepam-LK No.Kep-429/BL/2009 dated 9th December 2009; 

2.    To approve to give authority and power to the Company’s Board of Directors at the approval of the Company’s Board of Commissioners to take all actions required in connection with the capital increase Without Rights Issue above, including but not limited to determine the number of shares and the price for implementation of capital increase Without Rights Issue deemed appropriate by the Board of Directors, to make and/or ask to make all documents related to the capital increase and to ask approval of and/or report to and make the registration required in the authorities related to the capital increase Without Rights Issue, one another without any exception in view of the prevailing provisions of laws and regulations, including regulation in Capital Market.

5.   Fifth Agenda

To accept the explanation on the Company’s plan to conduct issue of Notes Payable.

6.   Sixth Agenda

To accept the explanation on the Company’s plan to conduct acquisition and/or sharing in other corporate bodies or new projects, either directly by the Company or through subsidiary entity.

7.   Seventh Agenda

To accept the explanation on the Company’s plan to conduct the Company’s capital addition to subsidiary entity.

 

8. To approve to give authority and power with substitution right to the Company’s Board of Directors to take all actions in connection with these Meeting’s decisions, including but not limited to making or asking to make and signing all deeds in connection with these Meeting’s decisions.  

First Agenda

To approve and well receive the Company’s Annual Report of the Board of Directors for the Financial Year ended on December 31, 2011.

Second Agenda

To approve and ratify the Company’s Financial Statement for the Financial Year ended on December 31, 2011 audited by the Office of Public Accountant Osman Bing Satrio & Associates, and to give full acquittal and discharge of responsibilities to the Company’s Board of Commissioners and Board of Directors for all actions of supervision and management they performed in the Financial Year ended on December 31, 2011 (acquit et de charge), in so far the actions are reflected in the Company’s Annual Report and Financial Statement of 2011.

Third Agenda

i.          To approve the net profit allowance for the required reserves of one billion Rupiah (Rp.1,000,000,000.-) in order to meet the provisions of the Company’s Articles of Association and Law No.40/2007 on Limited Company;

 

ii.         To approve the division of cash dividends of ninety nine billion six hundred seventy six million eight hundred one thousand nine hundred and ninety eight Rupiah (Rp.99,676,801,998.-) to the Company’s shareholders, who will respectively receive in proportion to the number of shares in their possession, i.e. every one (1) share shall be entitled to receive cash dividends of three Rupiah (Rp.3.-), based on the number of shares on the cum dividend date.  The dividend total value has not calculated the number of shares to be issued in connection with the corporate action of the Company and/or the Management and Employee Stock Option Program (MESOP) and/or the result of conversion of Proof of Convertible Debt (PCD/TBUK).

iii.        To approve the Company’s remaining profit to be booked as retained earnings to strengthen the Company’s capitalization structure.

Fourth Agenda

1.         To respectfully dismiss all members of the Company’s Board of Commissioners and Board of Directors with thanks.

2.         To reappoint all members of the Company’s Board of Commissioners and Board of Directors with the term of office respectively for the period effective from the date of these Meeting’s decisions and terminated on the closing of the 5th Annual General Meeting of Shareholders after the date of this Meeting, therefore the structure of the Board of Commissioners and Board of Directors shall be as follows:

Board of Commissioners

President Commissioner               :  Ms. Ratna Endang Soelistyawati

Commissioner                              :  Mr. Bambang Rudijanto Tanoesoedibjo

Commissioner                              :  Ms. Liliana Tanaja

Independent Commissioner           :  Mr. Posma Lumban Tobing

Independent Commissioner           :  Mr. Antonius Z.Tonbeng

 

Board of Directors

President Director                        :  Mr. Hary Tanoesoedibjo

Director                                       :  Mr. Hary Djaja

Director                                       :  Mr. Darma Putra

Unaffiliated Director                     :  Mr. Wandhy Wira Riady

 

3.         To authorize the Remuneration Committee to specify the salaries and allowances for members of the Company’s Board of Directors and to specify the amounts of honorariums for all member of the Company’s Board of Commissioners.

4.         To give authority and substitution right to the Company’s Board of Directors to take all actions in connection with the dismissal and reappointment of all members of the Company’s Board of Commissioners and Board of Directors, including but not limited to making or asking to make and signing all deeds relevant to it.

 

Fifth Agenda

To agree to give authority and power to the Company’s Board of Directors to appoint an Independent Public Accountant for auditing the Company’s Financial Statement for the Financial Year that will end on December 31, 2012 and to specify the amounts of honorariums and other requirements in connection with the appointment of Public Accountant.

 

Extraordinary General Meeting of Shareholders

 

First Agenda

1.     To agree to reconfirm the giving of authority and power to the Company’s Board of Directors at the approval of the Company’s Board of Commissioners to issue the Company’s new shares in the frame of Proof of Convertible Debt (PCD/“TBUK”);

2.     To agree to reconfirm the giving of authority and power to the Company’s Board of Directors at the approval of the Company’s Board of Commissioners to issue the Company’s new shares at maximum three percent (3%) of the total subscribed and fully paid-up capital or maximum eight hundred sixty eight million three hundred fifty two thousand six hundred and sixty eight (868,352,668) new shares in order to perform the Management and Employee Stock Option Program (“MESOP”).

3.     To agree to reconfirm the giving of authority and power to the Company’s Board of Directors to perform the Conversion rights on TBUK and perform MESOP, including but not limited to adjustments made related to adjustment to conversion rate in TBUK, the number of MESOP shares, the performance rate of MESOP, to make or ask to make all documents, agreements and deeds required, to be present or to appear before the authorized parties or officials, including Notary Public, all without exception.

 

Second Agenda

1.     To agree to reconfirm the approval for execution of capital addition Without Rights Issue as agreed in the Extraordinary General Meeting of Shareholders on 28th April 2011 by the method of issuing maximum ten percent (10%) of the Company’s paid-up capital, each share having the nominal value of one hundred Rupiah (Rp.100.-) to the investors and or to the Company’s shareholders according to Regulation of Supervisory Board For Capital Market and Financial Institution No.IX.D.4, Annex to Decision of Chairman of Bapepam-LK No.Kep-429/BL/2009 dated 9th December 2009;

2.     To agree to reconfirm the giving of authority and power to the Company’s Board of Directors at the approval of the Company’s Board of Commissioners to take all actions required in connection with the capital increase Without Rights Issue above, including but not limited to fixing the number of shares and the execution rate for capital increase Without Rights Issue deemed proper by the Board of Directors, making and/or asking to make all documents related to such capital increase and asking for approval and/or reporting and making the registration required to the authorities related to the capital increase Without Rights Issue, one another without exception and with respect to the provisions of the prevailing legislations, including regulations in Capital Market.

 

Third Agenda

To accept the explanation on the Company’s plan to conduct issue of Notes Payable;

Fourth Agenda

To accept the explanation on the Company’s plan to conduct divestment of the company’s assets;

Fifth Agenda

To accept the explanation on the plan of the Company’s capital increase in subsidiary entities;

Sixth Agenda

To accept the explanation on the Company’s plan to conduct acquisition and/or investment in other corporate bodies or new projects, either directly by the Company or through the subsidiary entities;

The General Meeting of Shareholders (GMS) is a key element in the organization. It has the highest authority in the decision-making process and its existence is regulated by the Company’s Articles of Association. Agenda carried out in GMS among which are to receive the responsibility reports from Directors and Board of Commissioners about the management of operation as well as to give approval to a number of corporate actions planned by the Company.

In addition to implementing the General Meeting of Shareholders (GMS) the company also held an Annual General Meeting of Shareholders (AGMS) and Extraordinary General Meeting of Shareholders (EGMS) of the respective 1 (one) time a year. In 2011, the Company has conducted the AGMS on April 28, 2011 in which the on the same date also held the EGMS, which produces the following decisions:

Resolutions of the AGMS:

  1. First Agenda:
    Approved and accepted the Annual Report presented by the Board of Directors of the Company for the book year ended on December 31, 2010.
  2. Second Agenda:
    Approved and endorsed the Financial Statements of the Company for the book year ended on December 31, 2010, which were audited by public accountant firm of Osman Bing Satrio & Partners, and discharging the Board of Commissioners and the Board of Directors from their monitoring and management responsibilities (acquit et de charge) for the book year ended on December 31, 2010 since the acts were already reflected in the 2010 Annual Report and Financial Statements of the Company.
  3. Third Agenda:
    1. Approved on distribution of a cash dividend to the shareholders in which 1 (one) share is entitled to a cash dividend of Rp2 (two Rupiah), or a total dividend of Rp59,696,325,690 (fifty nine billion six hundred ninety six million three hundred twenty five thousand six hundred and ninety Rupiah). The total dividend value excludes the shares issued through the Management and Employee Stock Option Program (MESOP) and the results of the conversion of Convertible Bonds (TBUK). Authority is delegated to the Board of Directors of the Company to determine the schedule and guidelines for the payout of the cash dividend according to the regulations, which will be further announced in a daily newspaper, and regarding the distribution of the cash dividend, the Company will be taxed according to the applicable rules.
    2. The use of Company’s remaining net income as retained earnings to strengthen the Company’s capitalization.
  4. Fourth Agenda:
    Approved the appointment of Mr. Wandhy Wira Riady as a Non-Affiliated Director for the rest of the term of the current Board of Directors.
    1. Following his appointment, the composition of the Board of Commissioners and the Board of Directors as of the close of the Meeting were as follows:
      Composition of the Board of Commissioners:
      • Mrs. Ratna Endang Soelistyawati, as President Commissioner.
      • Mr. Bambang Rudijanto Tanoesoedibjo, as a Commissioner.
      • Mrs. Liliana Tanaja, as a Commissioner.
      • Mr. Posma Lumban Tobing, as an Independent Commissioner.
      • Mr. Antonius Z. Tonbeng, as an Independent Commissioner.
      Composition of the Board of Directors:
      • Mr. Hary Tanoesoedibjo, as President Director.
      • Mr. Hary Djaja, as a Director.
      • Mr. Darma Putra, as a Director.
      • Mr. Wandhy Wira Riady, as a Non-Affiliated Director.
    2. Delegated authority to the Remuneration Committee to determine the salaries and allowances of the Board of Directors and the remuneration package of the members of Board of Commissioners of the Company.
  5. Fifth Agenda:
    Approved on delegating authority to the Board of Directors of the Company to appoint an Independent Public Accountant to audit the Financial Statements of the Company for the book year ended on December 31, 2011, and to determine the amount of the fee and other requirements following the appointment of the Independent Public Accountant.
  6. Approved on delegating authority with substitution rights to the Board of Directors to execute any actions relating to the results of the GMS, including but not limited to making or requesting the making and signing of any acts relating to the meeting results.

The Company held the Annual General Meeting of Shareholders (AGMS) on June 3rd, 2010.

The notice of AGMS planning was submitted to Bapepam-LK (Bapepam) and the Indonesian Stock Exchange (IDX) on April 27, 2010, which was continued with the publication on two (2) daily newspapers, namely: Seputar Indonesia and Investor Daily as follows:

  • Notice of AGMS on May 4, 2010.
  • Invitation of AGMS on May 19, 2010.

The meeting fulfilled the required quorum as it was attended by shareholders who represent 5,868,910,693 or 80.13% of the total shares with valid voting rights that have been issued by the Company and in accordance with the Articles of Association. The meeting was run smoothly. The announcement of the AGM’s resolution was submitted to Bapepam and IDX and advertised through the same newspapers.

The resolution of the Annual General Meeting are as follows:

  1. Approved and Accepted the Annual Report of the Board of Directors of the Company for the fiscal year ended at December 31, 2009.
  2. Approved and Accepted the Financial Statements for the year ended at December 31, 2009, audited by Public Accountant Osman Bing Satrio & Partners, and provided settlement and release of full responsibility to the Board of Commissioners and Directors of the Company for all their actions of supervision and management in the financial year ended at 31 December 2009 (acquit et de charge) as long as the actions were reflected in the Annual Report and Financial Statements for the year 2009.
  3. Approved not to distribute dividends for the fiscal year ended at December 31, 2009 since the Company needs to continue its expansion.
  4. Approved to provide the power and authority to the Board of Directors of the Company to appoint a Public Accountant to audit the Financial Statements for the financial year that ended at 31 December 2010 and to determine the amount of honorarium and other requirements related to appointment of the Public Accountant.
  5. Approved to give authority and power with the substitution rights to the Board of Directors of the Company in order to perform all actions related to meeting’s decisions, but not limited to make or request of to be made and to sign any deeds related to meeting’s decision.

The General Meeting of Shareholders (GMS) is the highest level of decision making process within the Company, as stipulated in the regulations or the Articles of Association of the Company. During the GMS, the Commissioners and the Directors bears the responsibility to report the Boards’ performances in managing the Company to the shareholders.

In 2008, the Company conducted an Annual General Meeting of Shareholders (AGMS) on 19 June, 2009. The AGMS was convened according to the ordinance of the GMS as defined in the law and regulations. The number of shareholders or its representatives who attended the meeting in the Annual General Meeting of Shareholders (AGMS) were 83.07% of the total shares with voting rights, or equal to 6,012,077,785 shares.

Notices to convene the AGMS were informed to BAPEPAM-LK and Indonesian Stock Exchange on May 15th, 2009 continued by placing advertisements in 2 newspapers:
Seputar Indonesia and Investor Daily. The following messages were placed:

  • Announcement of AGMS dated on 20 May, 2009.
  • Invitation to the AGMS dated 5 June, 2009.

The resolution of the AGMS were published in Seputar Indonesia and Investor Daily newspapers on 23 June, 2009.

The AGMS resulted in some approvals related to the non issuance of dividends of the Company for the book year ended on December 31st, 2008, the endorsement of an exclusive right for the Board of Commissioners to determine the amount of salaries and allowances for the Directors and a delegation of authority to the Board of Commissioners to determine the remuneration package for the Board of Commissioners. The AGMS also approved on issuing new shares with regards to TBUK conversion and the implementation of MESOP.

The AGMS also approved on the changes in the structure of the Board of Commissioners and Directors following the resignation of Mr. Hary Tanoesoedibjo, Mr. Nasrudin Sumintapura, Mr. Hartono Tanoesoedibjo and Mr. Hariyanto Tanusudibyo as well as discharging honorably Mr. Sedia Oetomo from the ranks of the Commissioners. Their positions are replaced by Mrs. Ratna Endang Soelistiowati, Mr. Bambang Rudijanto Tanoesoedibjo, Mrs. Liliana Tanaja, Mr. Posma Lumban Tobing and Mr. Antonius Z. Tonbeng; Mr. Hary Djaja and Bapak Felix Ali Chendra from their posts as the President Director and Director of the Company. They are replaced by Mr. Hary Tanoesoedibjo, Mr. Hary Djaja and Mr. Darma Putra.

The General Meeting of Shareholders (GMS) is the highest level of decision making process within the Company, in which it is stipulated in the regulations or the Articles of Association of the Company. During GMS, the Commissioners and the Directors bears the responsibility to report the Board’s performance in managing the Company to the shareholders.

In 2008, the Company conducted Annual General Meeting of Shareholders (AGMS) and Extraordinary General Meeting of Shareholders (EGMS) simultaneously on May 9th, 2008. The AGMS and the EGMS were convened according to the ordinance of the GMS defined in the law and regulations. The number of shareholders or its representatives whom have attended the meeting in the Annual General Meeting of Shareholders (AGMS) were 85.78% of the total shares with voting rights, or equal to 6,207,628,778 shares.

Initiatives to convene the GMS were informed to the BAPEPAM on April 3rd, 2008 by placing advertisements on 2 newspapers: Seputar Indonesia and Bisnis Indonesia, with the following message:

  • Announcement of AGMS and EGMS dated on April 10th, 2008.
  • Invitation to the AGMS and EGMS dated April 24th, 2008.

The resolution of the AGMS and the EGMS were published in Seputar Indonesia and Bisnis Indonesia newspapers on May 12th, 2008.

The AGMS resulted in some approvals related to the distribution of dividend and net income of the Company for the book year ended on December 31st, 2007, the endorsement of an exclusive right for the Commissioners to determine the amount of salaries and allowances for the Directors and a delegation of authority to the Commissioners Meeting to determine the remuneration package for the Commissioners. The AGMS also approved on the changes in the structure of the Board of Directors following the resignation of Mr. Stephen K. Sulistyo, Mr Oerianto Guyandi, and Mrs. Beti Puspitasari Santoso as Directors of the Company, whom were replaced by Mr. Darma Putra and Mr. Felix Ali Chandra.

Meanwhile, EGMS also resulted in some approvals related to authorization of the Board of Commissioners regarding Convertible Bonds, Buy Back of the Company shares at the maximum of Rp 500 billion, and Management and Employee Stock Option Program (MESOP).

The General Meeting of Shareholders (GMS) is the highest body in the Company and is stipulated in the prevailing regulations and in the Articles of Association of the Company. GMS has all authority that may not be delegated to Directors nor to Commissioners. GMS has the authority to inquire all pertinent information of the Company and request the accountability of the Commissioners and Directors regarding the management of the Company.

GMS comprising of Annual General Meeting of Shareholders and Extraordinary General Meeting of Shareholders. In 2007, the Company held the Annual and Extra Ordinary GMS at the same time on 18th June 2007 in Jakarta. In addition, the second Extraordinary GMS was held on 28th June 2007 and approved the Company’s Rights Issue of Rp 2.10 trillion and the issuance of Convertible Bond of USD 170,145,310.

The result of GMS on 18th June 2007 are as follow:

  1. Approved the management report for the year ended 31st December 2006 from the Board of Directors.
  2. Approved and ratified the Company’s Financial Report for the year ended 31st Desember 2006 and granted a release and discharge (acquit et de charge) to the Board of Directors and Board of Commissioners for the supervision duty performed by the Board of Directors and the Board of Commissioners in 2006.
  3. Authorized the Board of Commissioners to appoint the Public Accountant to perform the audit of the Company Financial Report for the year ended 31st December 2007 and authorized the Board of Directors to determine the remuneration of the appointed Public Accountant.
  4. Approved the allocation of the Company’s net profit for the fiscal year ended 31st December 2006 as follow :
    1. To distribute a cash dividend of Rp 5,- (five rupiah) per share and authorized the Board of Directors to determine the schedule and the mechanism of the distribution of cash dividend subject to the prevailing law and to announce it in the newspaper.
    2. The remaining profit will be retained as the retained earning to strengthen the Company’s capital structure.
    1. Approved the resignation of Mr. Nasrudin Sumintapura from his position as the President Commissioner and the resignation of Mr. Hary Tanoesoedibjo from his position as the Vice President Commissioner of the Company, effectively since the closing of this meeting and granted a full release and discharge (acquit et de charge) to them.
    2. Appointed Mr. Hary Tanoesoedibjo as the President Commissioner and Mr. Nasrudin Sumintapura as the Vice President Commissioner and the Independent Commissioner of the Company.
    3. Authorized the Board of Commissioners of the Company to determine the remuneration and allowance of the Board of Directors and authorized the Board of Commissioners Meeting to determine the remuneration of the Board of Commissioners.
  5. Authorized and granted the Board of Directors substitution rights to take all necessary actions related to the result of the meeting.

This is the highest organ in the organizational charge of the Company. The authorizations of the GMS among others are to appoint and dismiss members of the Board of Directors and Board of Commissioners, request the accountability of the Board of Directors and Board of Commissioners on the execution of their duties and obligations, approve amendments to the articles of association, approve and ratify the annual financial statement, appoint a public accountant, and to decide the utilization of Company profit.