Announcement of The Results of The Annual General Meeting of Shareholders 2012
In the annual general meeting of shareholders of PT Astra Graphia Tbk, domiciled in Central Jakarta which was held on 25 April 2012 at Imam Bonjol & Thamrin Room 3rd floor, Mandarin Oriental Hotel, Jl. MH. Thamrin – Jakarta 10310, it was resolved the following resolutions/ decisions:
Agenda 1 :
- Approve the Annual Report, including ratify the supervisory report of the Board of Commissioners, and ratify the company's Financial Statements for the financial year 2011 which has been audited by the Public Accountant Tanudiredja, Wibisana & Rekan rendering the opinion of “fairly stated in all material respects”
- With the approval of the Annual Report and the ratification of the Financial Statements of the Company, grant full release and discharge (acquit et decharge) 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 actions taken during financial year 2011, to the extend those actions are reflected in the Annual Report and Financial Statements of the Company for the financial year 2011
Agenda 2 :
Approve the use of the Company's net profit for the year ended 31 December 2011 amounting to Rp.139.473.000.000,- (One Hundred and Thirty Nine Billion Four Hundred Seventy Three Million Rupiah) as follows:
- An amount of Rp.1.500.000.000 (One Billion and Five Hundred Million Rupiah) booked as company's reserve fund
- (i) Approximately 60% (sixty percent) of the net profit, or Rp 62,- (Sixty Two Rupiah) per share was distributed as cash dividends to shareholders, taking into account the interim dividends which has been paid on 15 November 2011, and the remaining Rp 50 (Fifty Rupiah) per share will be paid on 1 June 2012 to the Shareholders of the Company whose names are registered in the Company’s Register of Shareholders on 21 May 2012 at 4: 00 pm. Westen Indonesia Time; (ii) authorize to 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
- The remaining amount is recorded as retained earnings of the Company’ to be used as additional working capital and investment
Agenda 3 :
Authorize to the Board of Directors of the Company with the approval of the Board of Commissioners of the Company, to appoint of the public accountant firms in Indonesia which is affiliated with one of the big 4 (four) international public accountant and registered in Bapepam-LK, to audit the Financial Statements of the Company for financial year 2012, and to determine the honorarium and other terms and conditions of the appointment of such public accountant firm.
Agenda 4 :
- Appoint the Board of Commissioners and the Board of Directors of the Company with the composition:
- President Commissioner : ANGKY TISNADISASTRA
- Commissioner : GUNAWAN GENIUSAHARDJA
- Independent Commissioner : INGET SEMBIRING
- President Director : LUKITO DEWANDAYA
- Director : MICHAEL ALEXANDER R. RORING
- Director : LIM ENG POH
- Director : HERRIJADI HALIM
- Director : YUSUF DARWIN SALIM
for a term of office as of the closing of this Meeting until the closing of the 2012 Annual General Meeting of Shareholders of the Company.
2. (a) Determine the honorarium to all members of the Board of Commissioners of the Company, in the maximum amount of Rp 737.100.000,- (Seven hundred and thirty-seven million one hundred thousand Rupiah) gross per year to be paid 13 (thirteen) times a year, and valid as of 1 May 2012, and to authorize the President Commissioner with due observance of the opinions of the Nomination and Remuneration Committee of the Company to determine its distribution among them (b) Authorize the Board of Commissioners of the Company with due observance of the opinion of the Nominations and Remuneration Committee of the Company to determine the salary and other benefits of the members of the Board of Directors of the Company.
3. Grant power of attorney with the right of substitution to the Board of Directors of the Company to restate the resolutions of this Agenda Meeting in notarial deed and subsequently notify the change of data of the Company related to the appointment of members of the Board of Commissioners and Board of Directors to the Ministry of Justice and Human Rights of Republic of Indonesia as well as other government agencies, and to do all the necessary actions in compliance with the prevailing regulations.
SCHEDULE AND PROCEDURES OF DIVIDEND DISTRIBUTION
Distribution schedule of cash dividend :
- Cum Dividend at regular and negotiation markets: 14 May 2012
- Ex dividend at regular and negotiation markets: 15 May 2012
- Cum dividend at cash market : 21 May 2012
- Ex dividend at cash market : 22 May 2012
- Recording date for whom entitled of cash dividend : 21 May 2012
- Payment of cash dividend : 1 June 2012
Distribution procedures of dividend payment:
- This notification is an official notice from the Company, and the Company did not issue other form of notices to the Shareholders of the Company
- Dividends will be paid to the Shareholders of the Company whose names are registered in the List of Shareholders (recording date) of the Company on 21 May 2012 at 4:00 p.m. (referred to as“Entitled Shareholders”)
- Payment of dividend: (a) For Entitled Shareholders whose shares recorded in Indonesian Central Securities Depository/Kustodian Sentral Efek Indonesia (“KSEI”), the dividend payment will be made through KSEI and the Entitled Shareholders will receive payment from related KSEI Account Holder. (b) For Entitled Shareholders whose shares are still in certificate form , dividend payments will be made by over booking (bank transfer) to the Entitled Shareholders already informed their bank account in writing with Rp 6.000 stamp duty, to the company's Securities Administration Bureau of the Company: PT Blue Chip Mulia, Bina Mulia Building I Lt. 4, JL. Rasuna Said Kav 10 Jakarta 12920 (“Company’s BAE”) or by Cheques which can be obtained at Company’sBAE from 1 June 2012 and at the latest on 9 December 2012, or at the Company head office, Jalan Kramat Raya No. 43 Jakarta 10450 from 10 August 2012 accompanying with copy of ID card or passport or corporate document which address conforms the address on Shareholder List of the Company.
- Dividends to be paid shall be subject to tax in accordance with the prevailing regulations. Therefore, the Entitled Shareholders are requested to provide the required documents, which are: (a) For Entitled Shareholders who have are Domestic Corporate Tax Payer and have not submitted the Taxpayer Identification Number/ Nomor Pokok Wajib Pajak (NPWP), are requested to submit copy of NPWP to KSEI or Company’s BAE at the latest on 21 May 2012 at 4: 00 pm. Without submitting a copy of NPWP, the payment of cash dividend to the Domestic Corporate Tax Payer will be charged to income tax (PPh) by 30%; (b) For the Entitled Shareholders who are Foreign Tax Payers whose shares are in the collective custodian of KSEI, and intended to using tariff based on the Approval of Avoidance of Double Taxation / Persetujuan Penghindaran Pajak Berganda (P3B), are obliged to comply with article 26 of Laws No. 36 year 2008 regarding Income Tax and submit the Certificate of Domicile ('COD') to KSEI at the latest on 21 May 2012 at 4: 00 p.m. by using the formats and manners as stipulated in the Directorate General of Tax Rule No. Per-61/PJ/2009 and its amendment No. Per-24/PJ/2010 regarding the procedures for Implementing Double Tax Avoidance Agreement. Without COD of said format, the cash dividends will be subject to Income Tax of Article 26 at the rate of 20%; and (c). For the Entitled Shareholders whose shares are not in the collective custodian of KSEI or in certificate forms, and intended to using tariff based on P3B, are obliged to comply with Article 26 of Laws No. 36 year 2008 regarding Indome Tax and submit the COD to the Company’s BAE at the latest on 21 May 2012 at 4: 00 p.m., by using the formats and manners as stipulated in the Directorate General of Tax Rule No. Per-61/PJ/2009 and its amendment No. Per-24/PJ/2010 regarding the procedures for Implementing Double Tax Avoidance Agreement. Without COD of said format, the cash dividends will be subject to Income Tax of Article 26 at the rate of 20%.
In order to comply with the Article 68 paragraph (4) and (5) of Law No. 40 year 2007 regarding the Limited Liability Company, we hereby announce that the Balance Sheet and Income Statement of the Financial Statements of the Company ended on 31 December 2011 that already ratified in the first agenda Meeting was the same as what was announced in the INVESTOR DAILY INDONESIA newspaper on 27 February 2012.
Jakarta, 26 April 2012
The Board of Directors of the Company