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MEDIA COVERAGEEVENTSRESEARCH REPORTSUSTAINABILITY REPORTPUBLIC EXPOSE AND ANALYST MEETINGPRESS RELEASEANNOUNCEMENT

Summary Notice of AGM 2021

06 May 2021

SUMMARY NOTICE OF
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

The Board of Directors of PT TOTAL BANGUN PERSADA Tbk (”Company”) hereby announced that the Company has convened The Annual General Meeting of Shareholders (AGM) started at 10.19 WIB to 11.09 WIB, on Tuesday, May 4, 2021 at TOTAL Building 8th Floor, Jalan Letnan Jenderal Siswondo Parman number 106A, Jakarta 11440, with the summary of the minutes as follows:

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

 Board of Commissioners

 Board of Directors

President Commissioner & Independent

:

Mr. Reyno Stephanus

Adhiputranto

President Director

:

Mrs. Janti Komadjaja

Independent Commissioner

:

Mr. Rusdy Daryono

Director

:

Mrs. Moeljati Soetrisno

 

 

 

Director

:

Mr. Carolus Yohanes Handoyo Rusli

 

 

 

Director

:

Mr. Teddy Budjamin

 

 

 

Director

:

Mr. Lio Sudarto

 

 

 

Director

:

Mr. Saleh

 

 

 

 

 

 

II. Attendance Quorum

The AGM was attended by Shareholders and/or Representatives in the amount of 2,164,095,564 shares, representing 63.46% votes from the total of 3,410,000,000 shares that has been issued by theCompany.

III. Question and Answer and/or Provide an Opinion

The Chairman of the meeting provides an opportunity to the shareholders and/or representatives to ask questions and/or give opinions related to the Meeting Agenda being discussed with a mechanism of raising their hand and submitting the questionnaire form.

There was 1 (one) shareholder who raised a question for The First Meeting Agenda and 1 (one) shareholder who raised a question for The Second Meeting Agenda throughout the AGM.

IV. Mechanism of Decision Making

The decision of General Meeting of Shareholders are resolved based on amicable deliberation to reach mutual consensus. In the event that the decisions were taken by deliberation failed to be reached or given an abstain vote, decisions will then be resolved by way of voting by handing over the voting ballots by raising hand, henceforth filled ballots will be picked up by officers, while the rest who does not raise their hands are considered to agree. Shareholders are allowed to vote through e-proxy on Electronic General Meeting System KSEI (eASY.KSEI) facilitated by PT Kustodian Sentral Efek Indonesia (“KSEI”). The abstention vote is considered as the same vote as the majority vote of the shareholders who make the vote.

Resolutions of AGMS

Result of AGMS

  1. Meeting Agenda #1

Approval of the Company’s Annual Report including the Supervisory Duty Report of the Board of Commissioner as well as to ratify of the Company’s Consolidated Financial Statements for the Financial Year ended on December 31, 2020.

Voting Results

Agree

Abstain

Disagree

 

2,164,090,564

5,000

0

 

(99.9998 %)

(0.0002 %)

(0 %)

Decision:

  1. Approved the Company's Annual Report including the Supervisory Duty Report of the Board of Commissioner ended on December 31, 2020 and ratified the Company’s Consolidated Financial Statement for the Financial Year ended on 31 December 2020 audited by Public Accounting Firm (KAP) Hadori Sugiarto Adi and Partners as the independent auditor with “reasonable without modification” opinion.
  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 December 31, 2020 as long as the management and supervision actions are reflected in the Company’s Annual Report and Financial Report.
  1. Meeting Agenda #2

Approval for plans to use the net profit for the financial year 2020.

Voting Results

Agree

Abstain

Disagree

 

2,164,090,564

5,000

0

 

(99.9998 %)

(0.0002 %)

(0%)

Decision:

Approval of Net Profits allocation with the amount of Rp. 108,871,291,000 (One Hundred Eight Billion Eight Hundred Seventy One Million Two Hundred Ninety One Thousand Rupiahs) as follows:

  1. To distribute cash dividends in the amount of Rp. 34,100,000,000 (Thirty Four Billion One Hundred Million Rupiahs) or approximately 31.32% (Thirty One Point Three Two Percent) of the current year's profit to be distributed in cash dividends to shareholders, whose names are recorded in the Company's Register of Shareholders on May 19, 2021 at 16.00 West Indonesian Time ("Recording Date") or in the amount of Rp. 10 (Ten Rupiahs ) per share as of the date of this Meeting, taking into account the rules of PT Bursa Efek Indonesia for share trading in the Indonesia Stock Exchange, provided that for the Company's shares which are in collective custody, the following conditions apply:
    • Cum Dividend in the regular and negotiation market on May 17, 2021;
    • Ex-Dividend in the regular and negotiation markets on May 18, 2021;
    • Cum Dividend in cash market on May 19, 2021;
    • Ex-Dividend in cash market on May 20, 2021.

Payment of cash dividends to eligible shareholders will be made no later than June 4, 2021.

  1. Determined the remaining net income for the current year for the year ended December 31, 2020 to be recorded as retained earnings of the Company.
  2. Granted the power of attorney to the Company's Board of Directors to carry out everything related to the distribution of dividends referred above in accordance with applicable laws and regulations.                                                                
  1. Meeting Agenda #3

The appointment of a public accounting firm to perform audit for the fiscal year that will end on December 31, 2021.

Voting Results

Agree

Abstain

Disagree

 

2,152,367,664

5,000

11,722,900

 

(99.4581 %)

(0.0002 %)

(0.5417 %)

Decision:

Delegated the authority to the Board of Commissioners of the Company to appoint a Public Accountant Firm registered at OJK who will audit the books of the year 2021 and gave the authority to the Board of Commissioners of the Company to determine the criteria of the Public Accountant Firm that will audit the financial statements of the Company for the 2021 fiscal year in accordance to the provisions applicable, as well as giving authority to the Directors of the Company to determine the honorarium and other requirements for the Public Accountant Firm, the delegation of this authority is due to the selection process for the appointment of the Public Accountant which is still being carried out by the company.

  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

 

2,152,357,664

5,000

11,732,900

 

(99.4576 %)

(0.0002 %)

(0. 5422 %)

Decision:

  1. Delegated the authority to the Board of Commissioners to set the salary and other allowances for members of the Board of Directors.
  2. Delegated the authority to Major Shareholders of the Company to determine the honorarium and other allowances for the Board of Commissioners by taking into consideration the opinions and recommendations of the Nomination and Remuneration Committee.

V. SCHEDULE AND PROCEDURES FOR CASH DIVIDEND

Cash Dividend Payment Schedule:

  1. Cum Dividen in the regular and negotiation markets  : May 17, 2021
  2. Ex Dividen in the regular and negotiation markets     : May 18, 2021
  3. Cum Dividen in cash market                                       :  May 19, 2021
  4. Ex Dividen in cash market                                          :  May 20, 2021
  5. Recording Date for those entitled to the dividend       :  May 19, 2021
  6. Payment of Dividend                                                   :  No later than June 4, 2021

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 19, 2021 until 16:00 WIB.
  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 KSEI and KSEI will distribute to the KSEI Account Holder (Exchange Member and / or the Custodian Bank).
  4. For all 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,
Telp. (021) 5666999 (Hunting), Fax. (021) 5663069
Email: totalbp@totalbp.com Website : http://www.totalbp.com

At the latest on May 19, 2021 until 16:00 WIB. 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 shareholders and the amount of cash dividends received by the shareholders will be in the amount of after being deducted by the applicable taxes.
  1. 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, shareholders 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 Clause 26 paragraph 1a and submit no later than May 19, 2021 at 16:00 WIB 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 – North Jakarta 14250,

(021) 29745222, facsimile: (021) 29289961. If by the deadline stated above, the BAE has not yet received The Domicile Certificate, then the cash dividend paid will be subjected to clause 26 income tax (Pph) at the rate of 20%.

Jakarta, May 6, 2021
PT Total Bangun Persada Tbk
Board of Directors

This notice has been posted on the PT Bursa Efek Indonesia website, the  Company's website www.totalbp.com, and the website of the PT Kustodian Sentral Efek Indonesia Electronic General Meeting System facility ("eASY.KSEI")

Jl. Letjen. S. Parman Kav. 106
Jakarta Barat 11440
Indonesia

Phone
Fax
E-mail

: (021) 5666999
: (021) 5663069
: totalbp@totalbp.com

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