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SUMMARY NOTICE OF SHAREHOLDERS ANNUAL GENERAL MEETING

25 May 2016

 

SUMMARY NOTICE OF

SHAREHOLDERS ANNUAL GENERAL MEETING

 

The Annual General Meeting of Shareholders (”Meeting”) has been convened by PT Total Bangun Persada Tbk (”Company”) on Wednesdays, May 25, 2016, at TOTAL Building 8th Floor, JL. Letjen. S. Parman No. 106 A, Jakarta 11440, with the summary of the minutes as follows:

 

  1. The Presence of the Board of Commissioners and the Board of Directors

Board of Commissioners

Board of Directors

President Commissioner &

Independent Commissioner

:

Mr. Reyno Stephanus Adhiputranto

President Director

:

Mrs. Janti Komadjaja

Commissioner

:

Mr. Pinarto Sutanto

Director

:

Mr. Handoyo Rusli

Commissioner

:

Mrs. Liliana Komajaya

Independent Director

:

Mr. Akam Wiranjaya

Commissioner

:

Mr.  Wibowo

Director

:

Mrs. Moeljati Soetrisno

Commissioner

:

Mr.  Rudi Suryajaya

Director

:

Mr. Dedet Syafinal

   

Komajaya

Director

:

Mr. Lio Sudarto

Independent Commissioner

:

Mr.  Mustofa

Director

:

Mr. Saleh

     

Director

:

Mr. Teddy Budjamin

 

 

 

 

 

 

  1. Attendance Quorum

The Meeting was attended by shareholders and/or Authorized Shareholders representing the total 3,410,000,000 shares that has been issued by the Company, in the amount of 2,110,660,820 shares, representing 61.90 % of the votes.

 

  1. Questioning and/or Provide an Opinion

The Chairman of the meeting provided an opportunity to the Shareholders and/or Authorized Shareholders to ask questions and/or express their opinions on related matters of the Meeting Agendas with a procedure of raising their hand and submit the questionnaire form.

The number of Shareholders who raised questions and/or provide opinions throughout the meeting were 1 (one) question on the agenda # 1 (one).

 

  1. Decision Making Mechanism
  1. Decision of General Meeting of Shareholders were resolved based on an amicable deliberation to reach mutual consensus.
  2. In the event that the decisions were taken by deliberation failed to be reached, decisions will then be resolved by way of voting, with regards to the presence quorum and decision quorum.   
 

 

 

 

 

​​

  1. Meeting Resolution
  1. Agenda #1:

Approval of the Company’s Annual Report including The Board of Commissioners Supervisory Actions Report as well as validation of the Company’s Consolidated Financial Statements for the Financial Year ended on 31 December 2015. 

Decision:

  1. Approved The Company’s Annual Report including the Supervisory Report that has been implemented by the Board of Commissioners and ratified the Company’s Consolidated Financial Statement for the Financial Year ended on 31 December 2015 which has been audited by Public Accounting Firm (KAP) Hadori Sugiarto Adi and Partners as the independent auditor.
  2. Granted full discharge of responsibility (acquit et de charge) to all members of the Board of Directors and members of the Board of Commissioners for their management and supervision that has been implemented during the financial year ended December 31, 2015, as long as such actions are reflected in the Company’s Annual Report.

 

  1. Agenda #2:

Approval for plans to use the net profit for the financial year 2015

Decision:

Approval of Net Profits allocation for the fiscal year ended December 31, 2015 amounted to Rp.191.398.526.000 (one hundred and ninety-one billion, three hundred and ninety-eight million, five hundred and twenty-six thousand rupiah ) as follows:

  1. To distribute cash dividends in the amount of Rp. 136,400,000,000 (one hundred and thirty six billion, four hundred million rupiah) or approximately 71.3% (seventy one point three percent) of income for the year attributable to owners of shares acquired by the Company in the financial year ended December 31, 2015. Therefore, each share of the Company will receive cash dividends amounting to Rp. 40 ( forty rupiah) per share, which the distribution will be carried out in accordance with applicable capital market regulations and legislations, namely:
  1. The Cash Dividend will be paid on Friday, June 24, 2016
  2. Dividend will be paid to shareholders whose names are registered in the Register of Shareholders of the Company as of June 6, 2016 at 4:00 PM.
  3. Cum Dividend in the regular and negotiation markets are until Wednesday, June 1, 2016, meaning the ex-dividend in the regular and negotiation markets will start Thursday, June 2, 2016.
  4. On the market, cum dividend will be until Monday, June 6, 2016, while ex dividend will start on Tuesday, June 7, 2016.
  1. The remainder is recorded as retained earnings.

 

  1. Agenda #3:

The appointment of a public accounting firm to perform audit for the fiscal year that will end on

December 31, 2016 and the granting of authority to the Board of Directors to determine the honorarium.

​​

Decision:

Approved the delegation of authority to the Board of Directors by taking into consideration the Audit Committee, regarding the appointment of the Public Accountant to conduct and audit examination of the Company’s Financial Statements for the fiscal year that will end in December 31, 2016 and to determine the amount of the honorarium and the terms as well as conditions correlated to the company’s audited financial statement.

 

  1. Agenda #4:

Determination of salary and other benefits for members of the Board of Directors and honorarium for the Board of Commissioners.

Decision:

Approved the proposed determination of salaries and honorarium of the Directors and Commissioners as follows:

  1. Authority delegation to the Board of Commissioners to set the salary and other allowances for members of the Board of Directors for the financial year 2016.
  2. Approved the honorarium determination of the Board of Commissioners for the financial year 2016, which will not be greater than 10 % (ten percent) of the salary from the previous year.
  3. Overall, by taking into consideration the opinions and recommendations of the Nomination and Remuneration Committee.

 

  1. SCHEDULE AND PROCEDURES FOR CASH DIVIDEND

Cash Dividend Payment Schedule:

1

Cum Dividend in the regular and negotiation markets

:

June 1, 2016

2

Ex-Dividend in the regular and negotiation markets

:

June 2, 2016

3

Cum Dividend in cash market

:

June 6, 2016

4

Ex-Dividend in cash market

:

June 7, 2016

5

Recording Date for those entitled to the dividend

:

June 6, 2016

6

Payment of Dividend

:

June 24, 2016

 

 

 

 

 

 

 

 

 

Cash Dividend Payment Procedures

  1. This notice is an official notification from the Company and the Company does not issue a special notification to Shareholders.
  2. Shareholders that are entitled to the cash dividend are shareholders whose names are registered in the Register of Shareholders on June 6, 2016 until 4:00 PM.
  3. Shareholders whose names have been recorded in the Collective Custody of Indonesian Central Securities Depository, PT. (“KSEI”), dividend payments are made by the Company through the next KSEI and KSEI will distribute to the KSEI Account Holder (Exchange Member and / or the Custodian Bank).
  4. Shareholders who still  own share certificates or has not yet converted their shares, cash dividend will be paid by check and can be taken by the relevant Shareholder at the Company’s Office. Shareholders who prefer payment by way of Bank Transfer, is expected to notify the bank’s name and bank account number to the Company at:

PT Total Bangun Persada Tbk

JL. Letjend. S. Parman Kav. 106, Jakarta 11440

Phone: (021) 5666999 (Hunting), Fax: (021)5663069

Email: totalbp@totalbp.com Website: http://www.totalbp.com

At the latest on June 6, 2016 until 4:00 PM. Transfers can only be made to an account in the same name as the name of the shareholders in the Shareholder Register.

  1. Cash Dividend will be taxed in accordance with the taxation laws and regulations. The amount of tax will be borne by the relevant shareholder and the amount of cash dividends received by the shareholders will be in the amount of after being deducted by the applicable taxes.
  2. In accordance with Law No. 36 of 2008 on the fourth amendment to Law No. 7 of 1983 on Income Tax, then to the shareholder who are Non-resident Taxpayers will be subjected to withholding tax at the rate of 20%, except for those who can meet the requirements stated in Article 26, paragraph 1a and submits no later than June 6, 2016 at 4:00 PM to the Company’s Share Registrar (BAE), namely: PT Adimitra Jasa Korpora, Rukan Kirana Boutique Office, Jl. Kirana Avenue III Blok F3 No. 5, Kelapa Gading – Jakarta Utara 14250, (021) 29745222, 29365287, facsimile: (021) 29289961. If by the deadline stated above, the BAE has not received The Domicile Certificate, then the cash dividend paid will be subjected to income tax (Pph) article 26 at the rate of 20%.

 

Jakarta, May 26, 2016

PT Total Bangun Persada Tbk

Board of Directors

 

This notice has been published in ​​Investor Daily newspaper

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