PT Tiga Pilar Sejahtera Food Tbk, domiciled in Central Jakarta hereby announces that on Thursday, June 23, 2016 at the JW Marriot Hotel, Mega Kuningan, South Jakarta, Indonesia, has held the General Meeting of Shareholders (the “AGM”) PT Tiga Pilar Sejahtera Food Tbk. (Hereinafter the “Company”). AGM opened at 10:35 pm and the meeting was attended by members of the Board of Commissioners are:
A. Members of the Board of Commissioners and Board of Directors were present at the AGM
| Board of Commissioners | Board of Directors |
| Mr. ANTON APRIYANTONO President Commissioner & Independent Commissioner |
Tuan STEFANUS JOKO MOGOGINTA President Director |
| Mr. KANG HONGKIE WIDJAJA Vice President Commissioner |
Tuan BUDHI ISTANTO SUWITO Director |
| Mr HENGKY KOESTANTO Commissioner |
Tuan JO TJONG SENG Independent Director |
| Mr. JAKA PRASETYA Commissioner |
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| Mr. BONDAN HARYO WINARNO Independent Commissioner |
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B. Quorum Attendance Shareholders
- That the AGM held in accordance with Article 86 paragraph (1) of the Constitution of the Republic of Indonesia Number 40 of 2007 on Limited Liability Company and article 23 paragraph 1.a. Articles of Association that requires the presence of shareholders representing more than ½ (one half) of the total shares issued by the Company with valid voting rights.
- AGM was attended by the Shareholder or the Shareholder’s legitimate Proxies amounted to 2,680,403,095 (two billion six hundred eighty million four hundred and three thousand and ninety five) shares or equal to 83.28% (eighty three point twenty-eight percent) of 3,218,600,000 (three billion two hundred and eighteen million six hundred thousand) shares which is a combination of 135,000,000 (one hundred and thirty five million) Class A shares and 3.083,600,000 (three billion eighty three million six hundred thousand) shares of Class B which is the total shares issued and fully paid shares in the Company.
- With The provisions set out in article 86 paragraph 1 of the Act of the Republic of Indonesia Number 40 of 2007 on Limited Liability Company and article 23 paragraph 1.a. Articles of Association of the Company have been met.
C. EGM Agenda
Agenda AGM are as follows:
- Approval of the Annual Report and Financial Statements of the Company for the year ended December 31, 2015.
- Ratification of the Balance Sheet and Profit / Loss for the financial year 2015.
- Determination of Company’s net profit for the fiscal year ended December 31, 2015.
- Delegation of authority to the Board of Directors to appoint a public accountant to inspect the books of the Company for the financial year 2016.
- Providing fully release and discharge (Acquit et de Charge) to the Board of Directors and the Board of Commissioners on management and supervision has been carried out during the financial year 2015 as far as actions are reflected in the Company’s Financial Statements.
Explanation of Agenda AGM are as follows:
- AGM Agenda of the First, Second, and Fifth :
Because the material discussion of the three agenda are closely related, then the explanation of the approval of the Annual Report and Financial Statements of the Company for the year ended December 31, 2015, the ratification of the Balance Sheet and Profit / Loss for the financial year 2015 and approval for granting release and discharge fully ( acquit et de Charge) to the Board of Directors and the Board of Commissioners on management and supervision have been implemented during the fiscal year 2015 combined. - Third AGM Agenda:
An explanation of the determination of the net profit for the financial year ended on December 31, 2015. - Fourth AGM Agenda:
Explanation of the Delegation of authority to the Board of Directors to appoint a public accountant to inspect the books of the Company for the Financial Year 2016.
D. Question & Answer Opportunities
Before the decision, Chairman of the AGM provides the opportunity for shareholders to ask questions in any discussion of the agenda of the AGM. On the whole agenda of the AGM there are no shareholders or their proxies who ask questions.
E. Decision Taking Mechanism
Decisions taken by majority vote verbally by raising hand, but if Proxy Shareholders is authorized by shareholders to issue a dissenting vote or voice forms but at the time of the decision by the Chairman of the meeting did not raise their hands to vote disagree or blank , then they are considered approved the proposal.
F. AGM decisions
The decisions of the AGM of the Company is as follows:
| First AGM Agenda | |||
| Total Shareholders asking questiony | No shareholders asked | ||
| Voting Results | Agree | Abstain | Agree |
| Meeting unanimously approved | 2,680,403,095 (two billion six hundred eighty million four hundred and three thousand and ninety five) shares or equal to 100% (one hundred percent) of the votes present at the meeting. | A total of ____-__ shares | Sebanyak __-___ saham atau __-___% |
| First Agenda Decision | Approve the Annual Report for the fiscal year 2015 and ratified the Company’s financial statements for the fiscal year ended December 31, 2015 audited by the Public Accounting Firm AMIR ABADI JUSUF, ARYANTO, MAWAR & ASSOCIATES as evident from the report Auditor dated 6 April 2016 numbers: R / 186.AGA / dwd.1 / 2016, with opinion “unqualified” | ||
| Second AGM Agenda | |||
| Total Shareholders asking questiony | No shareholders asked | ||
| Voting Results | Agree | Abstain | Agree |
| Meeting unanimously approved | 2,680,403,095 (two billion six hundred eighty million four hundred and three thousand and ninety five) shares or equal to 100% (one hundred percent) of the votes present at the meeting. | A total of ____-__ shares | Sebanyak __-___ saham atau __-___% |
| Second Agenda Decision | approve the Balance Sheet and Profit / Loss Statement for the Fiscal Year ended December 31, 2015. | ||
| Third AGM Agenda | |||
| Total Shareholders asking questiony | No shareholders asked | ||
| Voting Results | Agree | Abstain | Disgree |
| Meeting unanimously approved | 2,680,403,095 (two billion six hundred eighty million four hundred and three thousand and ninety five) shares or equal to 100% (one hundred percent) of the votes present at the meeting. | A total of ____-__ shares | Sebanyak __-___ saham atau __-___% |
| Third Agenda Decision |
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| Fourth AGM Agenda | |||
| Total Shareholders asking questiony | No shareholders asked | ||
| Voting Results | Agree | Abstain | Disgree |
| Meeting unanimously approved | 2,618,817,205 (two billion, six hundred and eighteen million eight hundred seventeen thousand two hundred and five) shares or equal to 97.70% (ninety-seven point seventy percent) of the votes present at the meeting. | A total of 15.601 million shares. | A total of 61,585,890 (sixty one million five hundred and eighty-five thousand eight hundred ninety) shares or 2.30% (two point thirty percent). |
| Fourth Agenda Decision | authorize and delegate authority to the Board of Directors to appoint Registered Public Accountants in OJK to audit the books following the financial year 2016 and the delegation of authority to determine the remuneration and other terms of appointment. | ||
| Fifth AGM Agenda | |||
| Total Shareholders asking questiony | No shareholders asked | ||
| Voting Results | Agree | Abstain | Disgree |
| Meeting unanimously approved | 2,680,403,095 (two billion six hundred eighty million four hundred and three thousand and ninety five) shares or equal to 100% (one hundred percent) of the votes present at the meeting. | A total of 2,534,326 shares. | Sebanyak __-___ saham atau __-___% |
| Fifth Agenda Decision | Providing fully release and discharge (acquit et de charge) to the members of the Board of Directors and Board of Commissioners for the management and supervisory actions that they have done for the Financial Year 2015 as far as actions are reflected in the financial statements. | ||
Jakarta, June 27th 2016
PT TIGA PILAR SEJAHTERA FOOD Tbk.
DIRECTIONS