In connection with the resignation and changes in the composition of the Board of Commissioner, the Company will carry out in accordance with the provisions of POJK No. 33/2014.

We hereby for and on behalf of the company submit the Information Report or Material Facts as follows:

Thank you for your attention and cooperation.

We hereby for and on behalf of the company submit the Information Report or Material Facts as follows:

Thank you for your attention and cooperation.

Domicile at Jakarta Pusat

SUMMARY NOTICE OF  ANNUAL GENERAL MEETING OF SHAREHOLDERS

WITH SCHEDULE AND PROCEDURES FOR DIVIDEND CASH DISTRIBUTION

The Board of Directors of the Company hereby announces to its shareholders that the Company has held an Annual General Meeting of Shareholders (“Meeting”) on Thursday, 12 March 2020 at Mercantile Athletic Club, Batur Room, World Trade Center I, 18 Floor, Jl. Jenderal Sudirman Kav. 31, Jakarta 12920

 Members of the Board of Commissioners and Board of Directors present at the Meeting, as follows:

The Board of Commissioners:

Commissioner                      : Vilia Sulistyo

Independent Commissioner : Lim Chong Thian

Independent Commissioner : Sudarmanto

Independent Commissioner : Tony Tjandra

The Board of Directors

President Director                : Peerapol Mongkolsilp

Director                                : Thalengsak Ratchburi

Director                                : Ponthep Tuntavadcharom

Director                                : Yustinus Yusuf Kusumah

Director                                : Arif Razif

1. MEETING
2. Meeting was attended by shareholders and / or the power of the legitimate shareholders as much as 2.470.736.124  shares, representing 99,71% of 2,477,888,787 shares, representing the entire issued shares of the Company with voting rights is legitimate
3. Meeting opened at 13.45 WIB

     c.The Agenda of the Meeting is as follow :

1. Approval of the Board of Directors’ report regarding the Company’s business activities and the Company’s financial administration for the fiscal year ending 31 December 2019, as well as the approval of the Company’s financial statements, including the balance sheet and the calculation of the Company’s profit / loss for the fiscal year, ended on 31 December  2019, approved the supervisory report of the Company’s Board of Commissioners and gave full acquit et de charge to all members of the Board of Directors and the Board of Commissioners of the management and supervision actions carried out during the financial year ending in 31 December 2019.
2. Determination of the use of the Company’s profits for the year ending in 31 December 2019.
3. Appointment of an Independent Public Accountant who will audit the books of the Company which expires on 31 December 2020 and authorizes the Board of Commissioners of the Company to determine the honorarium of the Independent Public Accountant and other requirements for their appointment.
4. Approval of changes in the composition of the Board of Commissioners and determination of salaries and other benefits for members of the Company’s Directors as well as honorarium and other benefits for members of the Company’s Board of Commissioners for the fiscal year 2020.
5. At the Meeting is given an opportunity to ask questions and / or give opinions regarding each agenda of the Meeting, but within Meeting no shareholders who ask questions and / or provide opinions related to each agenda of the Meeting.
6. Resolutions of Meeting :

First Agenda

1. Approve the Annual Report of the Board of Directors of the Company for the fiscal year ending on 31 December 2019 including the report of the supervisory duties of the Board of Commissioners of the Company for the fiscal year ending 31 December 2019.
2. Ratify the Company’s Financial Statement, including the Company’s Balance Sheet and Profit and Loss Statement for the financial year ended on 31 December 2019 audited by Public Accountant Office Satrio Bing Eny & Partners, as published in its Report No. 00016/2.1265/AU.1/04/0556–3/1/II/ 2020 dated 11 February 2020 and fully discharge and discharge to all members of the Board of Directors and the Board of Commissioners of the Company for the actions of management and supervision carried out during the financial year ending on 31 December 2019,  such actions are reflected in the Company’s Financial Statements for the financial year ended on 31 December 2019 and the Annual Report of the Board of Directors of the Company for the financial year ended on 31 December 2019.

Decision: Deliberation for consensus.

Second Agenda

1. To determine the use and / or distribution of profit of the Company Rp 968.833.390.696 for the financial year ended on 31 December 2019 as follows :
2. 47,06 % or Rp 455.931.536.808,-  shall be distributed as cash dividends for Fiscal year 2019 to shareholders amounted to Rp Rp 184,-  per share.
3. 0,01% or Rp 200,000,000,- will be used as reserve fund in accordance with the provisions of Indonesian Company Law (UUPT).
4. 52,92 % or Rp 512.701.853.888,- which is the net residual income will be used as working capital and anticipation of the Company’s expansion financing plan.
5. Provide authority to the Company’s Board of Directors to exercise the intended use and / or distribution of benefits, including to set a schedule related to such benefit sharing.

Decision : Deliberation for consensus.

            Third Agenda

1. Appointed a Public Accountant
2. Name : Harry Widjaja
3. Ministry of Finance Registration Number : AP 1214
4. License No : 135/KM.1/2016

d.Year : 2020

2. Appointed Public Accountant Firm
3. Name : KAP Siddharta Widjaja & Rekan
4. License No : 916/KM.1/2014
5. In the event of the Public Accountant that has been decided by the Meeting cannot complete the audit services of the financial year historical information in the Assignment Professional Period, the Meeting will mandate to the Company’s Board of Commissioners based on the recommendation of the Audit Committee to appoint a replacement Public Accountant  who will audit the Company’s books for the financial year ending on 31 December 2020 by POJK No. 13 / POJK.03 /2017.
6. Approve to authorize the Board of Commissioners determining honorarium and other requirements in connection with the appointment and appointment of such Public Accountant including the replacement of Public Accountant.

Decision : Deliberation for consensus

Fouth Agenda

1. Approve the appointment of Kitti Tangjitrmaneesakda as a Board of Commissioners of the Company so the composition of the Board of Commissioners and Directors of the Company, except for Tony Tjandra, is started from the close of this Meeting until the closing of the Annual General Meeting of Shareholders of the Company for the 2023 financial year which will be held in 2024. While for Tony Tjandra’s tenure as an Independent Commissioner of the Company will be valid until the closing of the Annual General Meeting of Shareholders of the Company for the 2021 financial year which will be held in 2022, so the composition are as follows:

The Board of Commissioners

President Commissioner     : Tanawong Areeratchakul

Commissioner                     : Wichan Jitpukdee

Commissioner                     : Sangchai Wiriyaumpaiwong

Commissioner                     : Kitti Tangjitrmaneesakda

Commissioner                     : Winarko Sulistyo

Commissioner                     : Vilia Sulistyo

Independent Commissioner : Lim Chong Thian

Independent Commissioner : Sudarmanto

Independent Commissioner  : Tony Tjandra

Directors

President Director : Peerapol Mongkolsilp

Director                 :Thalengsak Ratchburi

Director                 : Ponthep Tuntavadcharom

Director                 : Yustinus Yusuf Kusumah

Director                 : Arif Razif

2. Establish the amount and type of honorarium and allowances for the members of the Board of Commissioners of the Company to rise as high as 8% of the amount and type of honorarium and allowances for current members of the Board of Commissioners, and shall come into force from the conclusion of this Meeting until closing Meeting held in 2021.
3. To approve delegated authority to the Board of Commissioners of the Company, to determine the amount of salary and allowances for members of the Board of Directors of the Company.
4. To authorize the Board of Directors of the Company with the right of substitution to declare this Meeting Decision in a separate Notary Act and notify the change of data of the Company to the Minister of Law and Human Rights of the Republic of Indonesia, including to arrange licenses from the competent authorities in accordance with the prevailing laws and regulations.

Decision: Deliberation for consensus.

14. Meeting Closed at 14.20 WIB.
15. In relation to the resolution of the 2nd Agenda of the Meeting, the Board of Directors of the Company sets out the implementation schedule and the procedure for dividend distribution as follows
16. Schedule for the distribution of Dividend (Cash) is as follow :

Meeting (Final Cash Dividend) : 12 March 2020

Dividend distribution schedule report to the FSA and Indonesia Stock Exchange : 16 March 2020

Announcement of the dividend-sharing schedule on BEI and newspaper : 16 March 2020

Cum Dividend in Regular and Negotiation : 20 March 2020

Ex Dividend in Regular and Negotiation : 23 March 2020

Cum Dividend in Cash Market : 24 March 2020

Ex Dividend in Cash Market : 26 March 2020

Recording Date (Entitled to Cash Dividend) : 24 March 2020

Dividend distribution : 14 April 2020

1. Procedure for the distribution of Dividend (Cash) :
2. This Notice is an official notification from the Company and the Company does not issue a Special notice letter to the shareholders of the Company.
3. Payment of cash dividends is given to shareholders whose names are recorded in the Company Register of Shareholders on 24 March 2020 at 16.00 WIB or so-called Recording Date Shareholders entitled to Dividend.
4. For Eligible Shareholders whose shares are registered in the Central Securities Depository Indonesia (“KSEI”), the payment will be made through KSEI and the Eligible Shareholders will be receiving payments from KSEI Account Holder concerned.
5. For shareholders whose shares are not in collective custody, such dividend payments may be made at the Company’s Office, Jl. Abdul Muis No.30 Jakarta 10160, Tel (021) 3441316, Fax (021) 3457643 at the cashier during the working day Monday – Friday at 09.00 – 16.00 WIB with a copy of proof of ownership of stock and identity of the original and still valid.
6. For shareholders who still use the script, where the shares are not included in KSEI collective custody, and require dividend payment through transfer into the shareholder’s bank account, minimum net dividend amounting to Rp 10,000,-, may notify the name and bank address and account number of the Shareholder no later than 24 March 2020  in writing to: Securities Administration Agency (“BAE”) PT Datindo Entrycom, Jl. Hayam Wuruk No. 28 Jakarta 10120, Phone: +6221 3508077 Fax: +6221 3508078
7. The cash dividend will be taxed according to the prevailing taxation legislation. The amount of tax charged will be the responsibility of the relevant Shareholder and deducted from the amount of cash dividends paid.
8. The Company does not serve the Company’s shareholders request to transfer its right to dividends to other parties.
9. For domestic taxpayer shareholders in the form of a legal entity, and has not submitted a Taxpayer Identification Number (“NPWP”), is required to submit NPWP to KSEI or BAE no later than 24 March 2020 at 16.00 WIB. Without the inclusion of NPWP, cash dividends paid to domestic taxpayers in the form of legal entity, will be subject to higher than 100% VAT / PPh rate of the normal rate.
10. For foreign taxpayer shareholders whose withholding tax will use rate under Double Tax Avoidance Agreement (P3B), must comply with the requirements of Regulation of the Director General of Taxes no. PER-25 / PJ / 2018 about the Procedures for Implementation of Double Tax Avoidance Agreement by submitting DGT Form legalized by tax office of the stock exchange to KSEI or BAE in accordance with KSEI rules and regulations, without DGT Form, the paid cash dividend will be subject to withholding of Article 26 Income Tax of 20%.

Jakarta, 16 March 2020

Board of Directors

]]> https://www.fajarpaper.com/hr/summary-notice-of-annual-general-meeting-of-shareholders/feed/ 0 https://www.fajarpaper.com/hr/164-annual-general-meeting-of-shareholders/ https://www.fajarpaper.com/hr/164-annual-general-meeting-of-shareholders/#respond Tue, 18 Feb 2020 20:37:06 +0000 https://fp.konsep.com/?p=21228  PT FAJAR SURYA WISESA TBK. 

Domiciled in Central Jakarta (“Company”)

ANNUAL GENERAL MEETING OF SHAREHOLDERS

The Board of Directors hereby invites the shareholders of the Company (“Shareholders”) to attend the Annual General Meeting of Shareholders (“the Meeting”) which will be held on:

 With the agenda of the Meeting as follows :

1. Approval and ratification of the Report of the Board of Directors regarding the course of business of the Company and the Financial Administration of the Company for the fiscal year ended 31 December 2019, as well as the approval and ratification of the Company’s Financial Statements include the Balance Sheet and Profit/Loss Account for the financial year ended on 31 December 2019, approval of the Annual Report and the report of the Board of Commissioners supervisory tasks and provide a release and discharge of responsibility (acquit et de charge) to all members of the Board of Directors and Board of Commissioners for the actions of management and supervision that have been implemented over the years ended 31 December 2019.
   Explanation:
   In accordance with the provisions (i) Article 69 of Law No. 40 of 2007 concerning Limited Liability Companies (“UUPT”) and (ii) Article 12 paragraph (5) of the Company’s Articles of Association, approval of annual reports and ratification of the Company’s financial statements by meetings and provide full repayment and acquittal of responsibility (acquit et de charge) to members of the Board of Directors and Board of Commissioners of the Company who are in charge of the management and supervision actions that have been carried out during the fiscal year, to the extent that such actions are reflected in the Company’s annual reports and financial statements.

2. Determination of the use of profits of the Company for the year ending on 31 December 2019.
   Explanation:
   In accordance with the provisions of (i) Article 70 and Article 71 of the Company Law and (ii) Article 12 paragraph (2) letter b Articles of Association of the Company, in the agenda of this meeting will be discussed and decided on the use of the Company’s profit for the fiscal year ended on 31 December 2019.

3. Appointment of Independent Public Accountant Firm who will audit the books of the Company ended on 31 December 2020 and the granting of authority to the Board of Commissioners to determine the honorarium of the Independent Public Accountant and other requirements of the appointment.
   Explanation:
   In accordance with the provision under (i) Article 68 on Limited Liability Companies and (ii) Article 12 paragraph (2) letter c of the Articles of Association of the company; the Company will request the approval of the Meeting to appoint an Independent Public Accountant that registered with the Financial Services Authority (“OJK”) who will audit the Company’s books ending on 31 December 2020 and authorize the Company’s Board of Commissioners to determine the honorarium of the Independent Public Accountant Firm. 

4. Approval of changes in the composition of members of the Board of Commissioner, as well as stipulation of salaries and other benefits for members of the Company’s Board of Directors as well as honorarium and other benefits for members of the Company’s Board of Commissioners for financial year 2020.
   Explanation:
   In accordance (i) Article 26, OJK Regulation No. 33 / POJK.04 / 2014 concerning Directors and Board of Commissioners of Issuers or Public Companies and (ii) Article 20 paragraph (22) Articles of Association of the Company, the Company will seek approval from the Meeting regarding changes in the composition of the Company’s Board of Commissioner.
   In accordance (i) Article 96 and Article 113 of the Company Law and (ii) Article 17 paragraph (5) and Article 20 paragraph (14) of the Company’s Articles of Association, the Company will request approval from the Meeting to authorize the Board of Commissioners of the Company to determine salaries and benefits for members of the Board of Directors of the Company as well as salaries or honoraria and benefits for members of the Board of Commissioners of the Company for proposals from the Nomination and Remuneration Committee of the Company for the financial year 2020.

 Note:

1. The Company does not send a separate invitation letter to shareholders, so the advertisement call is an official invitation to the Shareholders.
2. Those Entitled to attend or be represented at the Meeting are:
   a. for shares that are not in collective custody :
   The Shareholders of the Company whose names are validly registered in the Register of Shareholders of the Company on 18 February 2020 through 04:00 p.m. in PT Datindo Entrycom, the Share Registrar of the Company domiciled in Jakarta, having its office at Jl. Hayam Wuruk No. 28 Jakarta 10120 or the proxies of such Shareholders of the Company;
   b. for shares that are in a collective custody :
   The Shareholders of the Company whose names are validly registered in the account holder or the custodian bank in PT Indonesian Central Securities Depository (“KSEI“) on 18 February 2020 through 04.00 p.m. or the proxies of such Shareholders of the Company. The securities account holders of KSEI under collective custody are required to provide the Register of Shareholders of the Company that they manage to KSEI to obtain a written confirmation for the Meetings (Konfirmasi Tertulis Untuk Rapat or “KTUR”). 

3. Shareholders or their proxies who will attend the Meeting are kindly requested to bring and submit a copy of Collective Shares and copies of identity cards (KTP) or other identification to the registration officer Meeting of Registrar, before entering the meeting room. For shareholders in collective custody shall bring Letter KTUR which can be obtained through exchange members or custodian bank.
4.  For shareholders in the form of limited liability companies, cooperatives, foundations or pension funds in order to bring a copy of the complete Article of Associations and valid along with the latest board of management.
5. a. Shareholders who cannot attend, can be represented by a proxy authorized by bringing the power of attorney is valid as determined by the Board of Directors, provided members of the Board of Directors, the Board of Commissioners and employees of the Company shall act as the attorney of Shareholders in this meeting, but the sound is they remove not taken into account in the voting.
   b. Proxy forms can be obtained on every working day at the Company’s office is located at Jl. Abdul Muis No. 30 Central Jakarta 10160.
   c. All the power of attorney must be received by the Board of Directors at the Company’s office and the office of Registrar at the address as stated in item 5.b above, no later than three (3) working days prior to the date of the Meetingdateor Monday 9 March 2020, until 04.00 p.m.
6. Meetings related materials have been available at the Company’s office from the date of this call up to the date of the meeting and copies of the Meeting materials can be obtained by shareholders by written request to the Company.
7. To facilitate the Meeting, shareholders or their proxies are kindly requested to be present at a meeting of 30 (thirty) minutes before the meeting begins.

Jakarta, 19 February 2020

Board of Directors

Domiciled on Centre Jakarta

ANNOUNCEMENT TO THE SHAREHOLDERS

The Board of Directors of the Company hereby announce to the Shareholders of the Company that the Company will convene the Annual General Meeting of Shareholders shall hereinafter be referred to as the “Meetings”) on:

 The Shareholders of the Company who are entitled to attend or to be represented at the Meetings are:

1.  for shares that are not in collective custody :
   The Shareholders of the Company whose names are validly registered in the Register of Shareholders of the Company on 18 February 2020 at the latest until 04:00 p.m. in PT Datindo Entrycom, the Share Registrar of the Company domiciled in Jakarta, having its office at Jl. Hayam Wuruk No. 28 Jakarta 10120 or the proxies of such Shareholders of the Company;
2. for shares that are in a collective custody :
   The Shareholders of the Company whose names are validly registered in the account holder or the custodian bank in PT Indonesian Central Securities Depository (“KSEI“) on 18 February 2020 at 04.00 p.m. or the proxies of such Shareholders of the Company. The securities account holders of KSEI under collective custody are required to provide the Register of Shareholders of the Company that they manage to KSEI to obtain a written confirmation for the Meetings (Konfirmasi Tertulis Untuk Rapat or “KTUR”).

Any proposal from the Shareholders of the Company will be included in the agenda of the Meetings if it meets the requirements pursuant to Article 11 paragraph (15) of the Articles of Association of the Company and Article 12 paragraph (1), (2), (3) and (4) of the Regulation of Indonesian Financial Services Authority (“FSA”) No. 32/POJK.04/2014 date 8 December 2014 on the Planning and Conducting of the General Meetings of Shareholders of Public Companies as amended by Regulation of FSA No. 10/POJK.04/2017 date 14 March 2017 on the Amendment of the Regulation of Indonesian Financial Services Authority No. 32/POJK.04/2014 on the Planning and Conducting of the General Meetings of Shareholders of Public Companies (“POJK 32/2014“), with the following terms :

• the proposal must be received by the Board of Directors of the Company no later than seven (7) days prior to the date of Invitation of the Meetings, on Wednesday, 12  February 2020;
• Shareholders who can propose a meeting agenda is 1 (one) shareholder or more who represent 1/20 (one twentieth) or more of all shares with valid voting rights;
• the proposed meeting agenda shall: (i) be done in good faith; (ii) consider the interest of the Company; (iii) be accompanied by the reasons and documents related to the proposed agenda; and (iv) not against the prevailing rules and regulations; and
• the proposed meeting agenda shall need Meetings approval.

In accordance with the provisions of Article 14 paragraph (4) sub (2) of the Articles of Association of the Company and Article 13 paragraph (3) POJK 32/2014, the Invitation of the Meeting will be published in at least 1 (one) Indonesian newspaper with national circulation on Wednesday, 19 February 2020, in Indonesia Stock Exchange’s website and also the Company’s website i.e. www.fajarpaper.com.

Thus we convey, to be known by the Shareholders of the Company.

Jakarta, 4 February 2020

Board of Directors of the Company

We hereby, for and on behalf of the Company, submit the Material Information or Fact Reporting, as follows:

Thank you for your attention and cooperation.