Summary Notice of AGM and EGM 2018

04 May 2018

SUMMARY NOTICE OF

THE ANNUAL GENERAL MEETING OF SHAREHOLDERS (“AGM”)AND THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS (“EGM”)

The Board of Directors of PT TOTAL BANGUN PERSADA Tbk (”Company”) hereby announces that the Company has convened The Annual General Meeting of Shareholders (”AGM”) and Extraordinary General Meeting (“EGM”) on Friday, May 04, 2018, at Jasmine 4 Meeting Room, Menara Peninsula Hotel 3rd Floor, Jl. Letjen. S. Parman No. 78, Jakarta 11410, with the summary of the minutes as follows: 

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

2. Attendance Quorum

• The AGM was attended by the Shareholders and/or Proxy in the amount of 2,123,805,714 shares, representing 62.28 % of the votes of the total 3,410,000,000 shares that has been issued by the Company.
• The EGM was attended by the Shareholders and/or Proxy in the amount of 2,184,910,714 shares, representing 64.07 % of the votes of the total 3,410,000,000 shares that has been issued by the Company.

3. Questioning and/or Provide an Opinion

The Chairman of the meeting provided an opportunity to the Shareholders and/or Proxy to ask questions and/or express their opinions on related matters of the Meeting Agendas with a procedure of raising their hand and submitting the questionnaire form.

There was no questioner who raised any questions and/ or provided any opinions throughout the meeting agendas of the AGM.

There was no questioner who raised any questions, however 1 (one) Proxy provided an opinion in an agenda of the EGM.

4. Decision Making Mechanism

1. Decision of General Meeting of Shareholders were resolved based on an amicable deliberation to reach mutual consensus.
2. In the event that the decisions were taken by deliberation fails to be reached, decisions will then be resolved by way of voting, concerning the presence quorum and decision quorum.                                                                        

5. AGM & EGM Resolution

1. Resolutions of Annual General Meeting of Shareholders (AGMS)

1. Meeting Agenda #1

Approval of the Company’s Annual Report including the Supervisory Actions Report of the Board of Commissioner as well as ratifications of the Company’s Consolidated Financial Statements for the Financial Year ended on 31 December 2017. 

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Decision:

1. Approve the Company's Annual Report including the Supervisory Action Report of the Board of Commissioner ended on 31 December 2017 and ratification of the Company’s Consolidated Financial Statement for the Financial Year ended on 31 December 2017 audited by Public Accounting Firm (KAP) Hadori Sugiarto Adi and Partners as the independent auditor.
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 in which they have run for the fiscal year ended December 31, 2017 in so far the management and supervision actions are reflected in the Annual Report.

2. Meeting Agenda #2

Approval for plans to use the net profit for the financial year 2017.

Decision:

Approval of Net Profits allocation for the fiscal year ended December 31, 2017 amounted to Rp. 244,517,745,000 (two hundred forty-four billion, five hundred seventeen million, seven hundred forty-five thousand rupiah) as follows:

1. To distribute cash dividends in the amount of Rp170.500.000.000,- (one hundred fifty-three billion, four hundred fifty million rupiahs) or approximately 69.70% (sixty nine point seventy percent) of income for the year attributable to owners of shares acquired by the Company in the financial year ended December 31, 2017. Therefore, each share of the Company will receive cash dividends amounting to Rp. 50,- (fifty rupiahs) per share, which the distribution will be carried out in accordance with applicable capital market regulations and legislations, namely:

1. The Cash Dividend will be paid on Wednesday, June 6, 2018
2. Dividend will be paid to shareholders whose names are registered in the Register of Shareholders of the Company as of May 17, 2018 at 4:00 PM western Indonesian time.
3. Cum Dividend in the regular and negotiation markets are until Monday, May 14, 2018, meaning the ex-dividend in the regular and negotiation markets will start Tuesday, May 15, 2018.
4. On the market, cum dividend will be until Friday, May 17, 2018, while ex dividend will start on Friday, May 18, 2018.

2. The remainder is recorded as retained earnings.

3. Meeting Agenda #3:

The appointment of a public accounting firm to perform audit for the fiscal year that will end on December 31, 2018.

Decision:

Approved the delegation of authority to the Board of Commissioners regarding the appointment of the Public Accountant registered in the Financial Services Authority (OJK) and has a good reputation to audit the financial statements of the Company for the financial statements for the fiscal year that will end in December 31, 2018. This delegation of authority is because the Company is still in the process of selection to appoint the Public Accountant.

4. Meeting Agenda #4:

Determination of salary and other benefits for members of the Board of Directors and honorarium for the Board of Commissioners.

Decision:

Approved the proposed determination of salaries and honorarium of the Directors and Commissioners as follows:

1. Delegate the authority to the Board of Commissioners to set the salary and other allowances for members of the Board of Directors for the financial year 2018.

2. Delegate the authority to the Major Shareholders of the Company to determine the honorarium and allowances for the Board of Commissioners for the financial year 2018.

3. Overall, by taking into consideration the opinions and recommendations of the Nomination and Remuneration Committee. 

5. Meeting Agenda #4:

Determination of salary and other benefits for members of the Board of Directors and honorarium for the Board of Commissioners.

Decision:

Ratificate and recognize all actions and legal acts performed by members of the Board of Directors and members of the Board of Commissioners as of April 25,  2018 until the closing of the Meeting.

2. Resolutions of Extraordinary General Meeting of Shareholders (EGMS)

Meeting Agenda

               Changes in the Composition of the Company’s Board.

Decision:

1. Approve the appointments of the Company’s Board of Directors and Board of Commissioners since the closing of this Meeting until the closing of the Annual General Meeting of Shareholders of the year 2021 (two thousand and twenty-one) which will be held in 2022 (two thousand twenty-two), the composition of the members of the Board of Directors and the Board of Commissioners of the Company to become as follows:

2. Approve the granting of power and authority to the Company's Board of Directors or Corporate Secretary with substitution rights to restate the decision made regarding the changes in the compositions of the Boards of the Company before the Notary and subsequently notify the changes in the composition of the Board of Directors to the Ministry of Justice and Human Rights of the Republic of Indonesia, and for that to carry out actions that are needed in accordance to regulations.

6. SCHEDULE AND PROCEDURES FOR CASH DIVIDEND

Cash Dividend Payment Schedule:
1. Cum Dividend in the regular and negotiation markets            : May 14, 2018
2. Ex-Dividend in the regular and negotiation markets               : May 15, 2108
3. Cum Dividend in cash market                                                  : May 17, 2018
4. Ex-Dividend in cash market                                                    : May 18, 2018 
5. Recording Date for those entitled to the dividend                   : May 17, 2018
6. Payment of Dividend                                                               : June 6, 2018

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 17, 2018 until 4:00 PM western Indonesian time.
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 the next KSEI and KSEI will distribute to the KSEI Account Holder (Exchange Member and / or the Custodian Bank).
4. 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
Phone: (021) 5666999 (Hunting), Fax: (021)5663069
Email: totalbp@totalbp.com Website: http://www.totalbp.com

At the latest on May 17, 2018 until 4:00 PM western Indonesian time. Transfers can only be made to an account in the same name as the name of the shareholders in the Shareholder Register.

5. Cash Dividend will be taxed in accordance with the taxation laws and regulations. The amount of tax will be borne by the relevant shareholder and the amount of cash dividends received by the shareholders will be in the amount of after being deducted by the applicable taxes.
6. 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, then to the shareholder 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 Article 26, paragraph 1a and submits no later than May 17, 2018 until 4:00 PM western Indonesian time 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 – Jakarta Utara 14250, (021) 29745222, 29365287, facsimile: (021) 29289961. If by the deadline stated above, the BAE has not received The Domicile Certificate, then the cash dividend paid will be subjected to income tax (Pph) article 26 at the rate of 20%.

Jakarta, May 8, 2018
PT Total Bangun Persada Tbk
Board of Directors

This notice has been published in ​Investor Daily