ANNOUNCEMENT OF SUMMARY OF MINUTES OF ANNUAL GENERAL MEETING OF SHAREHOLDERS AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
04 July 2022
Hereby we announced that the company held Annual General Meeting of Shareholders and Extraordinary General Meeting of Shareholders (“Meeting”) on Thursday, June 30, 2022 at SOUTH78 Jalan Boulevard Gading Serpong Blok O No 7 & 8, Medang, Pagedangan, Tangerang 15334. The company held the meeting in compliance with The Financial Service Authority Regulation (POJK) No. 15/POJK.04/2020 concerning Plan and Convening of General Meeting of Shareholders, with the resolution are as follows:
A. ANNUAL GENERAL MEETING OF SHAREHOLDERS
Annual General Meeting of Shareholders
Date : Thursday, June 30, 2022
Place : Gedung SOUTH78,
Jalan Boulevard Gading Serpong Blok O No 7 & 8, Medang, Pagedangan, Tangerang 15334.
Time : 13.31 - 14.11 WIB
Agenda of Meeting:
- Approval and ratification the Company Annual Report for the fiscal year 2021 and the Company Financial Statements of year 2021 as well as to grant the release and discharge (acquit et de charge) to the Company Board of Commissioners and Directors from their responsibilities in respect of the supervisory and management actions that have been conducted for the fiscal year 2021;
- Determination on the appropriation of the Company net profit for financial year 2021;
- Appointment of the public accountant firm to conduct an audit of the Company Financial Statements for the Financial Year 2022 and to grand authority to the Company Board of Directors to determine their honorarium and requirements of the appointment ;
- Determination of the honorarium, salary and / or other benefits for members of the Company's Board of Commissioners and Directors;
- Changes in the composition of the Board of Director.
(hereinafter referred as meeting)
Attendance Board of Directors and Board of Commissioners of the Company
Member of the Board of Commissioners who attend the Meeting:
President Commissioners : Mr Doctor PULUNG PERANGINANGIN;
Independent Commissioners : Mr BAMBANG PERMANTORO;
Independent Commissioners : Mr Doctor of EngineerMOHAMMAD HAMSAL;
Commissioners : Mr Professor Doctor of Engineer AGUSTINUS PURNA IRAWAN;*
Member of the Board of Directors who attended the Meeting :
President Director : Mr Engineer DEDY ROCHIMAT Magister of Management;
Vice President Director : Mrs Engineer CHRIESTINA IMAYATI HAMIDJAJA PUTRI;
Director : Mrs Engineer ILDA IMELDA TATANG;
Director : Mr TOMMY DIARY TAN;
Director : Mrs SRI MARTINI
* attend Meetings online (on the network) through the eASY.KSEI application
The Chairman of Meeting
-The Annual General Meeting of Shareholders led by Mister Dr. PULUNG PERANGINANGIN, as the President Commissioners of the Company’s
Attendance of Shareholders
-The Annual General Meeting of Shareholders was attended by shareholders and representative representing 1,258,853,400 shares or 78.68 % from 1,600,000,000 total shares issued by the Company.
The Submission of Question and / or Opinion
-The shareholders and representative have been given opportunities to raise question and/or opinion for each agenda, however there is no shareholders and representative raise question and/or opinion during the Meeting.
The Mechanism of Adopting Resolution
-Resolutions of the Meeting adopted based on amicable deliberation to reach a mutual consensus, however deliberation of consensus unattainable, the resolution shall be resolved by way of voting.
The Voting Result for each Agenda of the Meeting
- None of Shareholders and representative attended the Meeting gave against votes;
- None of Shareholders and representative attended the Meeting gave abstain votes (blank votes);
- All Shareholders or their proxies present at the meeting gave votes;
- So the decisions of the Meeting approved by deliberation for consensus.
The Resolution of The Meeting
- Approval and ratification the Company’s Annual Report for the fiscal year 2021,including Report on the Company’s Activities, The Board of Commissioners Supervisory Report, and the Company Financial Statements of year 2021 as well as to grant the release and discharge (acquit et decharge) to the Company’s Board of Commissioners and Directors from their responsibilities in respect of the supervisory and management actions that have been conducted as long as the actions are reflected in the Annual Report.
- Approved the use of net profit attributable to owners of the Company's parent entity for the 2021 financial year of Rp. 12,850,510,336.00 (twelve billion eight hundred fifty million five hundred ten thousand three hundred thirty six Rupiah) is recorded as retained earnings, to increase the working capital of the Company.
- To Grant authority and power to the Company's Board of Commissioners to appoint a Public Accountant who will audit the Company's Financial Statements for the 2022 financial year, with the following criteria:
a. Registered with the Financial Services Authority;
b. Has no conflict of interest with the Company;
c. Not involved in a case with the Company, its subsidiaries, affiliates, parent companies, Directors or Commissioners of the Company;
-because the Company is considering and evaluating for the appointment of a further Public Accountant, as well as to determine the honorarium of the Public Accountant and the terms of appointment. - a. To determine salaries, honorarium and/or other benefits for members of the Company’s Board of Commissioners for the 2022 book at the maximum amount Rp. 2,563,000,000 (two billion five hundred sixty three million Rupiah) and confer the authority to the President Commissioners to set allocation.
b. To grant authority to the President Commissioner of the Company to determine salaries and/or benefits for the Directors of the Company. - a. Accept the resignation of Mrs. Sri Martini and Mr. Johanes as Director of the Company, with gratitude for their services and performance in the Company;
b. To appoint Mrs. YENNY ANDIKA, as a Director;
- effective as the close of this Meeting;
c. Determine the composition of the Company’s Board of Directors and Board of Commissioners of the closing of this Meeting until the closing of the Company’s Annual General Meeting of Shareholders in 2023 as follow:
Board of Directors:
President Director : Mr Engineer DEDY ROCHIMAT Magister of Management;
Vice President Director : Mrs Engineer CHRIESTINA IMAYATI HAMIDJAJA PUTRI;
Director : Mrs Engineer ILDA IMELDA TATANG;
Director : Mrs YENNY ANDIKA, Bachelor of Economics,;
Board of Commissioners:
President Commissioners : Mr Doctor PULUNG PERANGINANGIN;
Independent Commissioners : Mr BAMBANG PERMANTORO;
Independent Commissioners : Mr Doctor of Engineer MOHAMMAD HAMSAL;
Commissioners : Mr Professor Doctor of Engineer AGUSTINUS PURNA IRAWAN;
d. To provide power to the Company’s Board of Directors, with the right of substitution, to restate the Meeting decisions with regard to the Board of Directors and Board of Commissioner composition in notarial deed and thereafter give notice of the composition to the authorities, as well as take every action needed with regard to the said resolution in accordance with prevailing laws and regulations.
B. EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Extra ordinary General Meeting of Shareholders
Date : Thursday, June 30, 2022
Place : Gedung SOUTH78,
Jalan Boulevard Gading Serpong Blok O No 7 & 8, Medang, Pagedangan, Tangerang 15334.
Time : 14.21 - 14.41 WIB
Agenda of Meeting:
- Approval to underwrite the large amount or the whole amount of the Company's assets for the benefit of the Company in order to obtain loan facilities from financial institutions, both banks and non-banks appointed by the Board of Directors of the Company and / or for the benefit of the Company's subsidiaries, namely PT. Vivere Multi Kreasi, PT. Laminatech Kreasi Sarana, PT. Prasetya Gemamulia, PT. Vinotindo Grahasarana and PT AIDA Rattan Industry to obtain loan facilities from financial institutions, both banks and non-banks appointed by the Company's Board of Directors;
- Amendment to Article 3 of the Company's Articles of Association regarding the Purpose and Objectives and Business Activities of the Company.
Attendance Board of Directors and Board of Commissioners of the Company
Member of the Board of Commissioners who attend the Meeting:
President Commissioners : Mr Doctor PULUNG PERANGINANGIN;
Independent Commissioners : Mr BAMBANG PERMANTORO;
Independent Commissioners : Mr Doctor of Engineer MOHAMMAD HAMSAL;
Commissioners : Mr Professor Doctor of Engineer AGUSTINUS PURNA IRAWAN;*
Member of the Board of Directors who attended the Meeting:
President Director : Mr Engineer DEDY ROCHIMAT Magister of Management;
Vice President Director : Mrs Engineer CHRIESTINA IMAYATI HAMIDJAJA PUTRI;
Director : Mrs Engineer ILDA IMELDA TATANG;
Director : Mrs YENNY ANDIKA, Bachelor of Economics.
* attend Meetings online (on the network) through the eASY.KSEI application
The Chairman of Meeting
-The Extraordinary General Meeting of Shareholders lead by Mister Dr. PULUNG PERANGINANGIN, as the President Commissioners of the Company’s
Attendance of Shareholders
-The Extraordinary General Meeting of Shareholders was attended by shareholders and representative representing 1,258,853,400 shares or 78.68% from 1,600,000,000 total shares issued by the Company.
The Submission of Question and / or Opinion
-The shareholders and representative have been given opportunities to raise question and/or opinion for each agenda, none of the shareholders and representative raise question and/or opinion.
The Mechanism of Adopting Resolution
-Resolutions of the Meeting adopted based on amicable deliberation to reach a mutual consensus, however deliberation of consensus unattainable, the resolution shall be resolved by way of voting.
The Voting Result :
- None of Shareholders and representative attended the Meeting gave against votes;
- None of Shareholders and representative attended the Meeting gave abstain votes (blank votes);
- All Shareholders or their proxies present at the meeting gave votes;
- So the decisions of the Meeting approved by deliberation for consensus.
The Resolution of The Meeting
- To approval to underwrite a large amount or whole amount of the Company’s assets for the benefit of the Company in order to obtain loan facilities from financial institutions both banks and non-bank appointed by the Directors of the Company and /or the benefit of the Company’s subsidiaries, namely PT. Vivere Multi Kreasi, PT. Laminatech Kreasi Sarana, PT. Prasetya Gemamulia, PT. Vinotindo Grahasarana and PT Aida Rattan Industry to obtain loan facilities from financial institutions both banks and non-banks appointed by the Board of Directors of the Company.
- a. Approve the amendments of Article 3 of the Company’s Article of Association regarding ----------
The Purpose and Objectives also Business Activities of the Company are accordance with the Standard Classification of Indonesia Business Fields in 2020 (two thousand and twenty) along with amendments or renewals thereof or other sound ad determined by the competent authority, as submitted at the Meeting.
b. To provide to the Company’s Board of Directors, with the right of substitution, to take any and every necessary action with connection with the decision, including but not limited to declare/restate the decision in notarial deed, to amend, adjust and/or rearrange the provisions of Article 3 of the Company’s Article of Association in accordance with Standard Classification of Indonesia Business Fields in 2020 (two thousand and twenty) along with amendments or renewals thereof (if any) and other as determined by the competent authority, as required by and in accordance with the provisions of the applicable laws and regulations, which subsequently apply for approval and/or submit notification of the decisions of this Meeting and/or amendments to the Company's Articles of Association in the resolutions of this Meeting to the competent authorities, and take all and any necessary actions, in accordance with the regulations, applicable laws and regulations.
Jakarta, July 04, 2022
PT Gema Grahasarana Tbk.
Board Of Directors
