Investor Relation

ANNOUNCEMENT OF SUMMARY OF MINUTES OF ANNUAL GENERAL MEETING OF SHAREHOLDERS AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS ALSO SCHEDULE AND PROCEDURE OF CASH DIVIDEND PAYMENTS

01 September 2020

Hereby we announced that the company heldAnnual General Meeting of Shareholders and Extraordinary General Meeting of Shareholders (“Meeting”)on Friday, August 28, 2020 at Graha VIVERE,Jl Letjen S Parman No 6 Jakarta Barat 11480. 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     : Friday,August 28, 2020
Place    : Graha VIVERE
                  Jl. Letjen S Parman No 6
                  Jakarta Barat 11480
Time     : 09.16 - 09.53 WIB

Agenda of Meeting:

  1. Approval and ratification of the Company's Annual Report for the 2019 fiscal year including the Company's Activity Report, the Board of Commissioners' Supervisory Report and the 2019 Financial Report, as well as to grant the release and discharge (acquit et de charge) to the Company’s Board of Commissioners and Board of Directors for their supervisory actions in the 2019 fiscal year;
  2. Determination on the appropriation of the Company’s net profit for financial year 2019;
  3. Appointment of the public accountant firm to conduct an audit of the Company’s Financial Statements for the Financial Year 2020 and to grand authority to the Company’s Board of Directors to determine their honorarium and requirements of the appointment;
  4. Changes in the composition of the Directors and Board of Commissioners;
  5. Determination salaries, honorarium and/or other benefits for members of the Company’s Board of Commissioners and Board of Directors for financial year 2020;
    (hereinafter referred as meeting)

Attendance Board of Directors and Board of Commissioners of the Company
Member of the Board of Directors who attended the Meeting :
President Director : Mr DEDY ROCHIMAT;
Vice President Director : Mrs CHRIESTINA IMAYATI HAMIDJAJA PUTRI
Director : Mr HERMANTO WANGSA;

Member of the Board of Commissioners who attend the Meeting:
President Commissioners : Mr PULUNG PERANGINANGIN;

The Chairman of Meeting
-The Annual General Meeting of Shareholders led by Mister 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 1.252.897.700 shares or 78,31% 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
From the first agenda to the fifth agenda:
-Non of Shareholders and representative attended the Meeting gave abstain votes (blank votes)
-Non of Shareholders and representative attended the Meeting gave disagreed votes
-All Shareholders and representative attended the Meeting gave agreed votes
-Resolution of the Meeting agreed by deliberation of consensus

The Resolution of The Meeting
Fisrt Agenda
Approval and ratification the Company’s Annual Report for the fiscal year 2019,including Report on the Company’s Activities, The Board of Commissioners Supervisory Report, and the Company Financial Statements of year 2019 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.
Second Agenda
a. To approve the use of the Company’s net income of 2018 financial year as follows:
In the amount of Rp 8,000,000,000 or 30.9% the Company’s net income in 2019 will be distributed as cash dividends to the Company’s shareholders so that each share will receive a cash dividend of Rp.5,- with due regard to the applicable tax regulation.
b.The remaining balance will be recorded as retained earnings, which will be used to add working capital of the Company
With regard to the aforementioned cash dividend distribution, it is proposed to grand authority to the Board of Director of the Company to take each and all measure necessary in conducting the cash dividend distribution to each shareholder including but not limited to:
Deducting the cash dividends to be received by shareholders with withholding tax that should be borne by shareholders at a tariff pursuant to the applicable tax regulations;
Determining and/or changing the schedule and procedure for the payment of the cash dividends;
Third Agenda
To grand authority and power to the Company’s Board of Commisioners to appoint Public Accountants assigned to audit the Company’s 2020 financial statements with criteria:
-Listed at Otoritas Jasa Keuangan.
-Has no conflict of interest with the Company.
-Did not involve in lawsuit with the Company,subsidiaries, Affiliated Company, Holding Company , Directors and Commissioners of the company.
Because the company is considering and evaluate for further appointment of public accountant, as also to determine salaries and the requirement of assignment.
Forth Agenda
i. Accept the resignation of Mr. UNTORO ANGKAWIJAYA as Director of the Company, with gratitude for his services and performance in the Company.
 Appointed :
Mr. MOHAMMAD HAMSAL, as Independent Commissioner;
Mrs. SRI MARTINI, as Director;
Mr. JOHANES, as Director;
Reappointed:
Mr. DEDY ROCHIMAT, as President Director;
Mrs. CHRIESTINA IMAYATI HAMIDJAJA PUTRI, as Vice President Director;
Mrs. ILDA IMELDA TATANG, as Director;
Mr. TOMMY DIARY TAN, as Director ;
Mr. PULUNG PERANGINANGIN, as President Commissioner;
Mr. BAMBANG PERMANTORO, as Independent Commissioner;
Mr. AGUSTINUS PURNA IRAWAN, as Commissioner;
effective as of the closing of this Meeting, further stipulating the composition of the Company's Board of Directors and Board of Commissioners as of the closing of this Meeting until the closing of the Company's Annual General Meeting of Shareholders in 2023, as follows :
Directors :
President Director : Mr. DEDY ROCHIMAT;
Vice President Director : Mrs. CHRIESTINA IMAYATI HAMIDJAJA PUTRI;
Director : Mrs. ILDA IMELDA TATANG;
Director : Mr. TOMMY DIARY TAN;
Director : Mrs. SRI MARTINI;
Director : Mr. JOHANES;
Commissioners :
President Commissioner :Mr. PULUNG PERANGINANGIN;
Independent Commissioner :Mr. MOHAMMAD HAMSAL;
Independent Commissioner :Mr. BAMBANG PERMANTORO;
Commissioner :Mr. AGUSTINUS PURNA IRAWAN;
To grant authority to the Board of Directors, with substitution right to pour the decision of arrangement of Board of Directors and Commissioners in notarial deed, henceforth declare to the authority, and do all and every action that required in accordance with the law.
Fifth Agenda
To determine salaries, honorarium and/or other benefits for members of the Company’s Board of Commissioners for the 2020 book at the maximum amount Rp2,005,000,000 (two billion five million Rupiah) and confer the authority to the President Commissioners to set allocation.
To grant authority to the President Commissioner of the Company to determine salaries and/or benefits for the Directors of the Company.

B. EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Extra ordinary General Meeting of Shareholders
Date    : Friday, August 28, 2020
Place    : Graha Vivere
                   Jl. Letjen S Parman No 6
                   Jakarta Barat 11480
Time     : 10.01 - 10.10 WIB

Agenda of Meeting:
Approval to underwrite a 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-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.
(hereinafter referred as meeting)

Attendance Board of Commissioners and Board of Directors of the Company
Member of the Board of Directors who attended the Meeting :
President Director : Mr. DEDY ROCHIMAT;
Vice President Director : Mrs. CHRIESTINA IMAYATI HAMIDJAJA PUTRI;
Director : Mrs. SRI MARTINI;

Member of the Board of Commissioners who attend the Meeting:
President Commissioners : Mr. PULUNG PERANGINANGIN;

The Chairman of Meeting
-The Extraordinary General Meeting of Shareholders lead by Mister 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 1,252,897,700 shares or 78.31% 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 :
From the first agenda to the second agenda:
-Non of Shareholders and representative attended the Meeting gave abstain votes (blank votes)
-Non of Shareholders and representative attended the Meeting gave disagreed votes
-All Shareholders and representative attended the Meeting gave agreed votes
-Resolution of the Meeting agreed by deliberation of consensus

The Resolution of The Meeting

  1. 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.
  2. Directors of the Company announced schedule and procedure of cash dividend payment is as follow:
    The cash dividends shall be paid to the shareholders whose names are registered in the Company Register of Shareholders on September 9,2020 at 16.00 WIB by taking into account of the trading regulations Indonesia Stock Exchange as follow:
    -Cum Dividend in Regular and Negotiation Markets September 7, 2020
    -Ex Dividend in Regular and Negotiation Markets September 8, 2020
    -Cum Cash Dividend in Cash Markets September 9, 2020
    -Ex Cash Dividend in Cash Markets September 10, 2020
    -Recording Date September 9, 2020
    -Payment Date October 1, 2020
    1. For the shareholders whose shares are deposited with Indonesian Central Securities Depository (KSEI) the cash dividend shall be paid by KSEI through the respective Account Holder in KSEI
    2. For shareholders whose share are not deposit with the collective deposit in KSEI or for the script shareholders, the cash dividend will be transferred to the shareholders’ account. Therefore, the shareholders are requested to inform their bank accounts to the Company’s share Registrar, namely PT AdimitraJasa Korpora, domiciled in Kirana Boutique Office, Jl. Kirana Avenue III Blok F3 No 5 Kelapa Gading – Jakarta Utara, Phone (62-21) 297 45222, Fax (62-21) 292 89961 at the latest by September 9, 2020.
    The tax on cash dividend will be regulated under the tax regulations applicable in Indonesia

Jakarta, September 1, 2020
PT GemaGrahasaranaTbk.

Board Of Directors

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