SUMMARY OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

PT ASTRA GRAPHIA Tbk ( the “Company” )

 

Annual General Meeting of shareholders (“AGMS”) of the Company held on Thursday, 16 April 2014 at 10:14 -  11:32 WIB (Indonesia Western Time)  at Imam & Thamrin Room, Mandarin Oriental Hotel, Jalan M. H. Thamrin, Jakarta 10310, with the following agenda:

  1. Approval of the Annual Report, including ratification of the Oversight Duties Report of the Board of Commissioners of the Company as well as ratification of the Consolidated Financial Statements of the Company for the Financial Year 2014

  2. Determination on the Appropriation of the Company’s Net Profit for the Financial Year 2014.

  3. Appointment of the Public Accountant Firm to Conduct an Audit of the Company’s Financial Statements for the Financial Year 2015 and to Determine its Honorarium

  4. a. Change of the composition of the Board of Commissioners and Appointment of Independent

        Director

b. Determination on the Honorarium of the members of Board of Commissioners, the Salary and other           

    Benefits of the Members of Board of Directors of the Company

  1. Amendment on the Company’s Articles of Association

 

The Board of Directors and Board of Commissioners were present:

  1. Bambang Widjanarko Santoso (President Commissioner)

  2. Gunawan Geniusahardja (Commissioner)

  3. Inget Sembiring (Independent Commissioner)

  4. Herrijadi Halim (President Director)

  5. Arifin Pranoto (Director)

  6. Wanny Wijaya (Director)

  7. Hendrix Pramana (Director)

 

AGMS attended by 1.162.398.190 (one billion one hundred and sixty two million three hundred and ninety eight thousand one hundred ninety ) shareholders or their attorney with valid voting rights, or 86,181% of the total shares with valid voting rights.

 

The shareholders are given the opportunity to ask questions and/or provided opinions regarding the agenda of the AGMS being discussed before resolving a resolution. At the first and forth agenda there were one question each raised by the shareholder, and there were no question on other agenda.

 

The mechanism of making resolution of the AGMS taken by deliberation to reach consensus, and shareholders were always asked wether they agree to deliverately reach consensus orally by raising hand in each agenda of the meeting. If there were no shareholders against to vote nor abstain, then the decision was considered deliberately approved. But if there were shareholders againts to vote or abstain, then the decision taken by voting. Abstain was considered to have same vote with the majority vote of shareholders.

 

No Agenda

Mechanism of Decision Making

Deliberation to reach Consensus

Voting Results

In favour

Againts

Abstain

1

Deliberation to reach Consensus

-

-

-

2

Deliberation to reach Consensus

-

-

-

3

-

1.120.634.990 shares = 96,4072%

36.198.700 shares = 3,1291%

5.564.500 shares = 0,4810%

4

-

1.117.908.090 shares = 96,1726%

41.763.200 shares = 3,6013%

2.726.900 shares = 0,2351%

5

-

1.120.634.990 shares = 96,4072%

36.198.700 shares = 3,1291%

5.564.500 shares = 0,4810%

 

 

 

Results of the AGMS:

1.a.    Approve the Annual Report, including ratify the supervisory report of Board of Commissioners, and ratify the Consolidated Financial Statements of the Company for financial year 2014, which has been  audited by the Public Accountant Firm Tanudiredja, Wibisana & Rekan, as stated in their report dated 20 February 2015, rendering the opinion fairly stated in all material respects.

   b.  With the approval of the Annual Report and the ratification of the supervisory report of Board of Commissioners and Consolidated Financial Statements of the Company, grant full release and discharge (acquit et décharge) to all members of the Board of Directors of the Company for their respective management and all members of the Board of Commissioners of the Company for their supervisory action taken during financial year 2014, to the  extent those actions are reflected in the Annual Report and Financial Statements of the Company for the financial year 2014.

 

  1. Approve the Company’s net profit for the year ended 31 December 2014 amounting to Rp.260.220.519.202,- to be approriated as follows:

  1. An amount of Rp.1.500.000.000,- as a Company’s reserved fund;

  2. (1)   Approximately 40% of it in amount Rp 103.856.098.500,-  or  Rp.77,-  per share was distributed as cash dividen to all shareholders, taking into account the interim dividends of Rp 25,- per share, which has been paid on 28 October 2014, as such the remaining amount Rp.52,- per share will be paid in  20 May 2015 to the shareholders of the Company which name are listed on the Register of Shareholders of the Company on 28 April 2015 at 04:00 p.m. Western Indonesian Time.

(2)   Authorize the Board of Directors of the Company to carry out the dividend distribution and do all necessary actions and deem appropriate, with due observance to the prevailing taxes and/or regulations.

  1. The remaining amount is recorded as retained earnings of the Company’s to be used as additional working capital and investment.

 

  1. Authorize the Board of Directors of the Company with the approval of the Board of Commissioners of the Company, to appoint one of the public accountant firms in Indonesia which is affiliated with one of the big 4 (four) international public accountant firms and registered in the Otoritas Jasa Keuangan, to audit the Financial Statements of the Company for financial year 2015, and to determine the honorarium and other terms and conditions of the appointment of such public accountant firm.     

 

4.a.(1)     Approve and accept the resignation of Mr. GUNAWAN GENIUSAHARDJA from his post as Commissioner of the Company as of the closing of the AGMS;

a.(2)     Appoint Mr. LUKITO DEWANDAYA as Independent Commissioner, Mr. DJONY BUNARTO TJONDRO as Commissioner and appoint Mr. ARIFIN PRANOTO as Independent Director of the Company, entirely as of the closing of this AGMS until the remainder of the term of the Board of Commissioners and Board of Directors of the Company other incumbent, so that the Board of Commissioners and Board of Directors since the closing of this AGMS until the closing of the Annual General Meeting of Shareholders 2016, are as follows:

 

  • President Commissioner       :  Bambang Widjanarko Santoso (Paulus Bambang W.S)

  • Independent Commissioner              :  Inget Sembiring

  • Independent Commissioner              :  Lukito Dewandaya

  • Commissioner                     :  Djony Bunarto Tjondro

  • President Director                :  Herrijadi Halim (Harry Halim)

  • Independent Director           :  Arifin Pranoto

  • Director                              :  Wanny Wijaya

  • Director                              :  Hendrix Pramana

     

    With respect to the Appointment of the composition of the Board of Commissioners and the Board of Directors, grant a power of attorney with the right of substitution to the Board of Directors of the Company to restate these resolutions in a notarial  deed and subsequently notify the change of data of the Company to the Ministry of Law and Human Rights of the Republic of Indonesia as well as other government agencies, and to do all necessary actions in compliance with the prevailing regulations.

 

  1. Determine that the honorarium  for all members of the Board of Commissioners of the Company, is in the maximum amount of Rp.850.000.000,- gross per year to be paid 13 times a year, which shall valid as of 1 May 2015, and to authorize the President Commissioner with due observance of the opinion of the Nomination and Remuneration Committee of the Company to determine its distribution among them; and

  2. Authorize the Board of Commissioners of the Company with due observance of the opinion of the Nomination and Remuneration Committee of the Company to determine the salary and other benefits of the members of the Board of Directors of the Company.