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SUMMARY NOTICE OF AGMS

06 May 2019

SUMMARY NOTICE OF
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS (AGMS)

The Board of Directors of PT TOTAL BANGUN PERSADA Tbk (”Company”) hereby announces that the Company has convened The Annual General Meeting of Shareholders (”AGMS”) on Thursday, May 2, 2019, 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 &

:

Mr. Reyno Stephanus

President Director

:

Mrs. Janti Komadjaja

Independent Commissioner

 

Adhiputranto

Independent Director

:

Mr. Carolus Yohanes

Commissioner

:

Mr. Pinarto Sutanto

 

 

Handoyo Rusli

Commissioner

:

Mrs. Liliana Komajaya

Director

:

Mrs. Moeljati Soetrisno

Commissioner

:

Mr.  Wibowo

Director

:

Mr. Dedet Syafinal

Commissioner

:

Mr.  Rudi Suryajaya 

Director

:

Mr. Lio Sudarto

 

 

Komajaya

Director

:

Mr. Saleh

Independent Commissioner

:

Mr. Rusdy Daryono

Director

:

Mr. Teddy Budjamin

  1. Attendance Quorum

The AGMS was attended by Shareholders and/or Representative in the amount of 2,132,390,000 shares, representing 62.53% votes from the total of 3,410,000,000 shares that has been issued by the Company.

  1. Questioning and/or Provide an Opinion

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

One Shareholder raised a question regarding First Meeting Agenda and there were no Shareholders or Proxy/ Representative raised any questions and/ or gave any opinions for Second, Third and Fourth Meeting Agenda in the AGMS.

  1. Decision Making Mechanism

Decision were resolved based on amicable deliberation to reach mutual consensus, however if the Shareholders or Proxy/ Representative do not agree or give abstention, then the decision is done through voting by submitting a voting card by raising their hands, filled voting card will then be collected by the officers, while the rest who did not raise their hands are considered to agree.

 

 

 

 

 

  1. Resolutions of AGMS

Resolutions of Annual General Meeting of Shareholders

  1. Meeting Agenda #1

Approval of the Company’s Annual Report including including the Supervisory Duty Report of the Board of Commissioner as well as ratify of the Company’s Consolidated Financial Statements for the Financial Year ended on 31 December 2018. 

Voting Results

Agree

Abstain

Disagree

2,132,390,000

(     100     %)

-

(     0     %)

-

(     0   %)

Decision:

  1. Approve the Company's Annual Report including the Supervisory Duty Report of the Board of Commissioner and ratified the Company’s Consolidated Financial Statement for the Financial Year ended on 31 December 2018 audited by Public Accounting Firm (KAP) Hadori Sugiarto Adi and Partners as the independent auditor.
  2. Granted full release and discharges (acquit et de charge) of all responsibilities to all members of the Board of Directors and members of the Board of Commissioners for the actions of management and supervision which they have run for the fiscal year ended on 31 December 2018 as long as the management and supervision actions are reflected in the Annual Report.

 

  1. Meeting Agenda #2

Approval for plans to use the net profit for the financial year 2016

Voting Results

Agree

Abstain

Disagree

2,132,390,000

(     100     %)

-

(     0     %)

-

(     0   %)


Decision:

Approval of Net Profits allocation for the fiscal year ended December 31, 2018 amounted to Rp.208.667.459.000 (two hundred eight billion six hundred sixty-seven million four hundred fifty-nine thousand Rupiahs) as follows:

  1. To distribute cash dividends in the amount of Rp136,400,000,000,- (one hundred thirty-six billion four hundred million rupiahs) or approximately 65,37% (sixty eight five point thirty seven percent) of income for the year attributable to owners of shares acquired by the Company in the financial year ended December 31, 2018. Therefore, each share of the Company will receive cash dividends amounting to Rp. 40 (forty rupiahs) 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 Wednesday, May 29, 2019.
  2. Dividend will be paid to shareholders whose names are registered in the Register of Shareholders of the Company as of May 14, 2019 at 4:00 PM western Indonesian time.
  3. Cum Dividend in the regular and negotiation markets are until Friday, May 10, 2019, meaning the ex-dividend in the regular and negotiation markets will start Monday, May 13, 2019.
  4. On the market, cum dividend will be until Tuesday, May 14, 2019, while ex dividend will start on Wednesday, May 15, 2019.
  1. The remainder is recorded as retained earnings.
  1. Meeting Agenda #3:

The appointment of a public accounting firm to perform audit for the fiscal year that will end on December 31, 2019 and the granting of authority to the Board of Directors to determine the honorarium.

Voting Results

Agree

Abstain

Disagree

2,132,390,000

(     100     %)

-

(     0     %)

-

(     0   %)

Decision:

Approved the delegation of authority to the Board of Commissioners regarding the appointment of the Public Accountant registered in the Financial Services Authority and has a good reputation to audit the financial statements of the Company for the financial statements for the fiscal year that will end in December 31, 2019, this delegation of authority is because the Company is still in the process of selection to appoint the Public Accountant.

  1. Meeting Agenda #4:

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

Voting Results

Agree

Abstain

Disagree

2,132,390,000

(     100     %)

-

(     0     %)

-

(     0   %)

Decision:

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

  1. Delegate the authority to the Board of Commissioners to set the salary and other allowances for members of the Board of Directors for the financial year 2018.
  2. Delegate the authority to the Major Shareholders of the Company to determine the honorarium and allowances for the Board of Commissioners for the financial year 2018.
  3. Overall, by taking into consideration the opinions and recommendations of the Nomination and Remuneration Committee.

 SCHEDULE AND PROCEDURES FOR CASH DIVIDEND

Cash Dividend Payment Schedule:

1

Cum Dividend in the regular and negotiation markets

:

May 10, 2019

2

Ex-Dividend in the regular and negotiation markets

:

May 13, 2019

3

Cum Dividend in cash market

:

May 14, 2019

4

Ex-Dividend in cash market

:

May 15, 2019

5

Recording Date for those entitled to the dividend

:

May 14, 2019

6

Payment of Dividend

:

May 29, 2019

 

 

 

 

 

 

 

 

 

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 May 14, 2019 until 4:00 PM western Indonesian time.
  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 May 14, 2019 until 4:00 PM western Indonesian time. 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 and PER-24/PJ/2010 concerning Implementation Procedures of Double Taxation Agreement, 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 May 14, 2019 until 4:00 PM western Indonesian time 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 6, 2019
PT Total Bangun Persada Tbk
Board of Directors

This notice has been published in one (1) newspaper ​Investor Daily

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