PT ASTRA GRAPHIA Tbk (the ?Company?) ANNOUNCEMENT OF THE RESULTS OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
It is hereby announced to the Shareholders of the Company that the Annual General Meeting of Shareholders of the Company held on 24 April 2014 at JW Marriott Jakarta Hotel, Jl. DR. Ide Anak Agung Gde Agung, Jakarta 12950 has resolved the following resolutions/decisions:
1. 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 2013, which has been audited by the Public Accountant Firm Tanudiredja, Wibisana & Partners, as stated in their report dated 20 February 2014, rendering the opinion "fairly stated in all material respects".
2. 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 2013, to the extend those actions are reflected in the Annual Report and Financial Statements of the Company for the financial year 2013.
Approve the use of Company's net profit for the year ended 31 December 2013 amounting to Rp 209.005.721.409,- (two hundred and nine billion five million seven hundred and twenty one thousand four hundred and nine rupiah) as follows:
1. An amount of Rp 1.500.000.000,- (one billion and five hundred million rupiah) as a Company's reserved fund;
2. a. Approximately 40 % (forty percent) of the net profit, or Rp 62,- (sixty two rupiah) per share was distributed as cash dividen to all shareholders, taking into account the interim dividends of Rp 18,- (eighteen rupiah) per share, which has been paid on 23 October 2013, as such the remaining amount Rp 44,- (forty four rupiah) per share will be paid in 6 June 2014 to the shareholders of the Company which name are listed on the Register of Shareholders of the Company on 21 May 2014 at 04:00 p.m. Western Indonesian Time.
b. 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.
3. The remaining amount is recorded as retained earnings of the Company's to be used as additional working capital and investment.
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 Financial Services Authority (Otoritas Jasa Keuangan), to audit the Financial Statements of the Company for financial year 2014, and to determine the honorarium and other terms and conditions of the appointment of such public accountant firm.
a. (1) Appoint Board of Commissioners and Board of Directors of the Company as follows:.
- President Commissioner : Bambang Widjanarko Santoso (Paulus Bambang Widjanarko)
- Commissioner : Gunawan Geniusahardja
- Independent Commissioner : Inget Sembiring
- President Director : Herrijadi Halim (Harry Halim)
- Director : Arifin Pranoto
- Director : Wanny Wijaya
- Director : Hendrix Pramana
for the period time since the closing of these Meeting until the closing of the Annual General Meeting of Shareholders in 2016.
(2) With respect to such appointment of members 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 this resolution 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.
b. (1) Determine that the honorarium of all members of the Board of Commissioners of the Company, is in the maximum amount of Rp 799.100.000,- ( seven hundred ninety nine million one hundred thousand rupiah) gross per year to be paid 13 (thirteen) times in one year, effective as of 1 May 2014, 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.
(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.
SCHEDULE AND PROCEDURES OF CASH DIVIDEND DISTRIBUTION
- Cum Dividend at Regular and Negotiation Markets : 16 Mei 2014
- Ex Dividend at Regular and Negotiation Markets : 19 Mei 2014
- Cum Dividend at Cash Markets : 21 Mei 2014
- Ex Dividend at Cash Markets : 22 Mei 2014
- Recording Date for whom entitled of Cash Dividend : 21 Mei 2014
- Payment of Cash Dividend : 06 Juni 2014
Manners of Dividend Payment
1. This notification is an official notice from the Company, and the Company is not issue other form of notices to the Shareholders of the Company.
2. Dividend will be paid to the Shareholders of the Company whose names are registered in the Shareholders List (recording date) of the Company on 21 Mei 2014 at 4:00 p.m. (referred to as "Entitled Shareholders")
3. 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 by overbooking (bank transfer) to the Entitled Shareholders already informed their bank account, to the Securities Administration Bureau of the Company: PT Blue Chip Mulia, Tempo Building Pavilion 1 Lt. 8, Jl. Rasuna Said Kav 10-11, Jakarta 12950, Phone (021) 5201928, Fax (021) 5201924, email: firstname.lastname@example.org ("BCM") or by Cheques which can be obtained at BCM from 6 June 2014 accompanying with copy of ID card or passport or corporate document which address conforms the address on Shareholder List of the Company, in writing with Rp 6.000 stamp duty.
4. 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 BCM at the latest on 21 May 2014 at 4:00 p.m. 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 2014 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 who are Foreign Tax Payers 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 BCM at the latest on 21 May 2014 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 2013 that already ratified in the first agenda of this Meeting was the same as what was announced in the INVESTOR DAILY INDONESIA on 26 February 2014.
Jakarta, 25 April 2014
Board of Directors of the Company
Note: The result of AGMS has been released in Investor Daily on Friday, 25 April 2014 page 27 and Media Indonesia page 18.