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ANNOUCEMENT SUMMARY OF MINUTES OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS PT WASKITA BETON PRECAST Tbk

The Board of Directors of PT Waskita Beton Precast Tbk (hereinafter referred to as the "Company"), domiciled in East Jakarta, hereby notify the shareholders of the Company that the Company has held the Annual General Meeting of Shareholders (the "Meeting") with details as follows:

  1. Day/Date, Time, Place and Meeting Agenda

Day/date           :  Thursday, April 5th, 2018

Time                               :  10.00 WIB - finish

Place                              : Waskita Karya Building 11th Floor

                                         Jl. MT. Haryono Kav. 10 Cawang, East Jakarta

With the meeting agenda as follows:

  1. Approval of the Company annual report including approval of the Company’s financial statements and supervisory report of the Board of Commissioner for the fiscal year of 2017.
  2. Approval of the Company’s net profit allocation for fiscal year of 2017.
  3. Appointment of Public Accountant Firm to audit the Company’s financial statements for the fiscal year ended on December 31st, 2018.
  4. Determination of the Board of Directors’ remuneration, the Board of Commissioners’ fees of 2018 and performance bonus for the Board of Directors and member of the Board of Commissioners for fiscal year of 2017.
  5. Report on the realization the use of funds from the proceeds of Initial Public Offering (IPO).
  6. Approval on changes in composition of the Board of the Company.

B.      Members of the Board of Directors and Commissioners of the Company present at the meeting:

Director:

  1. President Director : Jarot Subana
  2. Director : Agus Wantoro
  3. Director : A. Yulianto Tyas Nugroho
  4. Independent Director : C. Budi Setyono
  5. Director : Didit Oemar Prihadi

Commissioner:

  1. President Commissioner : Tunggul Rajagukguk
  2. Commissioner : Agus Sugiono
  3. Independent Commissioner : Suhendro Bakri
  4. Independent Commissioner :  Abdul Ghofarozzin

 

C.      Quorum of Attendance of the Shareholders

The Meeting was attended by the Shareholders and the Authorized Proxies of Shareholders of the Company amounted to 16,856,252,329 (sixteen billion eight hundred fifty-six million two hundred fifty-two thousand three hundred twenty-nine) of shares or approximately equal to 68.756% (sixty-eight point seven five six percent) of the total number of shares with valid voting rights that have been issued and fully paid into the Company.

D.      Opportunity to Ask a Question and / or an Opinion

The opportunity to ask questions and / or give an opinion was opened for every Meeting Agenda, except for the fifth Meeting Agenda because it is only reporting. Question and answer session was done after the completion of the presentation of each Meeting Agenda and before the commencement of decision making. 

E.      Mechanism for Decision Making in the Meeting

Meeting decisions made by deliberation to consensus. If the mechanism by way of deliberation to reach consensus is not reached, then voting will be done. The voting by raising the hand and passing the ballot to the meeting officer.

F.      Voting result and number of questions

The results of decision making in every Meeting Agenda, calculated by PT Datindo Entrycom as the Securities Administration Bureau and has been validated by Notary Fathiah Helmi, SH., with the following results:

Agenda

Approved

Disapproved

Abstain

Questions

 
 

I

16,850,099,729 Votes or approximately 99.963%

Null

6,152,600 Votes or approximately 0.037%

4 shareholders

 

II

16,854,252,329 Votes or approximately 99.989%

2,000,000 Votes or approximately 0.011%

null

3 shareholders

 

III

16,538,858,429 Votes or approximately 98.117%

317,393,900 Votes or approximately 1.883%

null

null

 

IV

16,823,356,029 Votes or approximately 99.805%

32,346,300 Votes or approximately 0.192%

550,000 Votes or approximately 0.003%

1 shareholders

 

V

Does not require approval due to it is report only

 

VI

16,155,945,809 Votes or approximately 95.846%

696,377,820 Votes or approximately 4.131%

3,928,700 Votes or approximately 0.023%

1 shareholders

 

Note: % is the composition of all shares with voting rights present in the Meeting.

G.      Result of the Meeting   Agenda 1

Approval of the Company’s annual report including approval of the Company’s financial statements and supervisory report of the Board of Commissioner for the fiscal year of 2017, audited by the Public Accountant Firm Satrio Bing Eny & Partners (Member of Deloitte Touche Tohmatsu Limited) in accordance with its Report Number: GA118 0108 WBP PDS dated February 28, 2018, thereby granting the acquit et de charge to the Board of Directors and the Board of Commissioners of the Company for the actions of the management and supervision carried out for the Fiscal Year ending 31 December 2017, is not a criminal act and is reflected in the Company's Financial report for the Fiscal Year 2017.

Agenda 2

  1. Approved the use of the Company's Net Profit for the Fiscal Year 2017 of Rp 1,000,330,150,510 (one trillion three hundred thirty million one hundred fifty thousand five hundred ten Rupiah) which will be used as follows:
    1. Rp 750,247,612,883 (seven hundred fifty billion two hundred forty seven million six hundred twelve thousand eight hundred eighty three Rupiah) or 75% of the net profit is distributed as Cash Dividend to Shareholders.
    2. Rp 50,016,507,525 (fifty billion sixteen million five hundred seven thousand five hundred twenty five Rupiah) or 5% of the net profit is used as reserve as referred to in the law of limited liability company (UUPT).
    3. The rest of it used as retained earnings.
  2. Grant authorization and authority to the Board of Directors of the Company to determine the schedule and procedure of disbursement of dividends of 2017 and announcing in the newspapers in accordance with applicable regulations.

Agenda 3

  1. Appointed Public Accountant Henri Arifian from Public Accountant Firm Satrio Bing Eny & Partners to audit the Company’s financial statements for the fiscal year ended on December 31st, 2018.

 

  1. Grant authorization to the Board of Commissioners to appoint a replacement of the Public Accountant from the same Public Accountant Firm and determine the honorarium and other requirements for the Public Accountant, and to assign a Public Accountant substitute from another Public Accountant Firm in the case of the Public Accountant to Public Accountant Office Satrio Bing Eny & Partners for any cause can not complete the audit of the Company's Financial Statements for the Fiscal Year 2018.

Agenda 4

Grant authority and power to the Board of Commissioners of the Company by first obtaining written approval from PT Waskita Karya (Persero) Tbk as the main shareholder of the Company to determine the performance bonus of members of the Board of Directors and Board of Commissioners for the Fiscal Year 2017, as well as salaries, benefits, facilities and other incentives for members of the Board of Directors and determine honorarium, allowances, facilities and other incentives for members of the Board of Commissioners for the Fiscal Year 2018.

Agenda 5

Report on the realization of the use of funds from the proceed of Initial Public Offering (IPO).

Agenda 5 is a report, the meeting did not make the decision on this agenda.

Agenda 6

  1. Appointed Mr. Anis Baridwan as Independent Commissioner of the Company.
  2. The appointment of the members of the Board of Commissioners shall be effective since the closing of the Meeting and shall end until the closing of the 5th Annual General Meeting of Shareholders since the appointment concerned, considering the laws and regulations of the Capital Market and without prejudice to the GMS's right to terminate at any time.
  3. With the appointment of the members of the Board of Commissioners, the composition of the Board of Commissioners of the Company is as follows:

 

President Commissioner

:

Mr. Tunggul Rajagukguk

Commissioner

:

Mr. Agus Sugiono

Independent Commissioner

:

Mr. Suhendro Bakri

Independent Commissioner

:

Mr. Abdul Ghofarrozin

Independent Commissioner

:

Mr. Anis Baridwan

 

  1. Grant power and authority to the Board of Directors of the Company with the right of substitution to perform all necessary actions in relation to the decisions of the agenda of this Meeting in accordance with applicable laws and regulations, including to declare in a separate notarial deed and notify the change of the Board of Commissioners of the Company to the Ministry of Law and Human Rights Human Rights of the Republic of Indonesia in accordance with applicable regulations.

 

  1. Schedule and Procedure of Cash Dividend Payment

In accordance with the decision of the Second Agenda of the Meeting as mentioned above whereby the Meeting has approved and determined the cash dividend of fiscal year 2017 amounting to Rp 750,247,612,883 (seven hundred fifty billion two hundred forty seven million six hundred twelve thousand eight hundred eighty three Rupiah ) or equivalent to Rp 30.60252 per share to be distributed to the Shareholders of the Company, it is hereby notified that the schedule and procedure for payment of cash dividends for fiscal year 2017 shall be as follows:

 

Schedule Distribution of Cash Dividend

NO

NOTES

DATE

1

End of period transaction shares with Cum Dividen

•   Reguler Market and Negotiation

•   Market Cash

 

April 12 2018

April 17 2018

2

Beginning of period transaction shares without Ex Dividen

•   Reguler Market and Negotiation

•   Market Cash

 

April 13 2018

April 18 2018

3

Date list of shareholders entitled of dividen (Recording Date)

April 17 2018

4

Date payment of cash dividen

May 9 2018

 

Payment Dividend Procedure

  1. Cash Dividend will be distributed to Shareholders whose names are recorded in the List of Shareholders of the Company ("DPS") or recording date on April 17, 2018 and / or shareholders of the company in the securities sub accounts at PT Kustodian Sentral Efek Indonesia ("KSEI" ) at the close of trading on April 17, 2018.
  2. For Shareholders whose shares are included in KSEI collective custody, cash dividend payment shall be conducted through KSEI and will be distributed into Securities and / or Custodian Bank account on May 9, 2018. Proof of payment of cash dividend will be submitted by KSEI to Shareholders through Securities Companies and / or Custodian Bank where the Shareholders open their accounts. As for Shareholders whose shares are not included in KSEI collective custody, cash dividend payments will be transferred to the Shareholder's account.
  3. The cash dividend will be taxed according to the prevailing taxation legislation. The amount of tax so charged shall be the responsibility of the respective Shareholder and shall be deducted from the amount of cash dividend entitled to the Shareholder concerned.
  4. For Shareholders who are Domestic Tax Payer in the form of a legal entity that has not yet included the Taxpayer Identification Number ("NPWP") is required to submit the NPWP to KSEI or the Registrar / BAE of PT Datindo Entrycom ("BAE") with the address of Jl. Hayam Wuruk No. 28, Jakarta 10120 no later than 17 April 2018 at 16.00 hrs. Without the inclusion of NPWP, cash dividends paid to the Domestic Tax Payer will be subject to a higher than 100% of the normal rate.
  5. For Shareholders who are Foreign Tax Payers whose tax withheld will use tariffs under the Agreement for the Avoidance of Double Taxation ("P3B") shall comply with the requirements of Regulation of the Director General of Taxes No. PER-10 / PJ / 2017 on the Procedures for Implementation of Double Tax Avoidance Agreement and submit DGT-1 or DGT-2 form that has been legalized by the Corporate Registered Tax Office to KSEI or BAE in accordance with KSEI rules and regulations, the cash dividend paid will be subject to Income Tax Article 26 of 20%.

Jakarta, 9 April 2018

Direksi

PT Waskita Beton Precast Tbk