PT TIGA PILAR SEJAHTERA FOOD Tbk, domiciled in South Jakarta, hereby inform that on Thursday, 08 June 2017 at Auditorium Room, Indonesia Stock Exchange, Jakarta Stock Exchange Building, Jl. Jend. Sudirman Kav. 52-53, Jakarta 12190, the Annual General Meeting of Shareholders has been held (“AGMS”) and Extraordinary General Meeting of Shareholders (“EGM”) PT TIGA PILAR SEJAHTERA FOOD Tbk. (Hereinafter referred to as “the Company”). The AGMS was opened at 10.42 am and was attended by members of the Board of Commissioners and Board of Directors of the Company, as follows:
A. Members of the Board of Commissioners and Board of Directors present at the AGMS
| Board of Commissioners | Board of Directors |
| 1. President Commissioner/ Independent Commissioner : Mr. Anton Apriyantono | 1. President Director: Mr. Stefanus Joko Mogoginta |
| 2. Vice President Commissioner: Mr. Kang Hongkie Widjaja | 2. Director: Mr. Budhi Istanto Suwito |
| 3. Commissioner: Mr. Hengky Koestanto | 3. Independent Director: Mr. Jo Tjong Seng |
| 4. Independent Commissioner: Mr. Bondan Haryo Winarno |
B. Quorum Attendance of the Shareholders
- The AGMS is held according to the date of article 23 paragraph 1.a of the Company’s Articles of Association and Article 86 paragraph 1 of Company Law and Article 26 paragraph 1 (a) of POJK No.32 / 2014 which requires the presence of shareholders representing more than ½ (one per two) Portion of the total issued and fully paid shares in the Company with valid voting rights.
- In the Shareholders’ Meeting attended by the Shareholders or the Authorized Shareholders of the Company amounted to 2,526,378,853 (two billion five hundred twenty six million three hundred seventy eight thousand eight hundred fifty three) shares or equal to 78.49% (Seventy-eight point forty-nine per cent) of 3,218,600,000 (three billion two hundred eighteen million six hundred thousand) shares representing a combined 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) Class B shares representing all issued and fully paid shares in the Company.
C. Agendaof AGMS
The AGMS Agenda are as follows:
- Approval of the Annual Report including Company’s Activities Report, Board of Commissioners Supervisory Report and approval of the Company’s Financial Report for the fiscal year ended on Descember 31, 2016;
- Approval of the use of the Company’s net profit for the fiscal year ended December 31, 2016;
- Appointment of Public Acoounting Firm to audit financial statements of the Company for the financial year 2017;
- Approval of changes Board of Directors and/or Board of Commissioners of the Company.
D. Agenda of EGMS
Approval for granting of guarantee of all or most of the Company’s assets and/or granting of guarantee (Corporate Guarantee), whether in the form of a guarantee to be provided by the Company and/or its subsidiaries which constitute all or most of the Company’s assets and/or its subsidiaries in order to receive loan from third party in the amount, terms, and conditions deemed favorable by the Board of Directors of the Company, subject to the prevailing rules of the Financial Services Authority.
E. Question Opportunity
Prior to the decision, the Chairman of the AGMS & EGMS has provided sufficient opportunity to the Shareholders to ask questions and / or give an opinion on the agenda of EGMS. At the AGMS & EGMS there are 4 (four) of the shareholders or shareholder attorneys who ask questions and have been given explanations by the Board of Directors of the Company.
F. Decision Making Mechanism
Decision Making Mechanisms shall be taken by deliberation for consensus, but if Shareholders or Shareholders’ Proxies are disapprove or abstained, the decision shall be made by way of voting by raising a hand and identifying the identity, the number of shares represented and the decision chosen, In this case the Chairman of the AGMS & EGMS also has given sufficient time for shareholders to determine the choice of decision.
G. Resolutions of AGMS
The resolutions of the AGMS of the Company are as follows:
| First Agenda AGMS | |||
| Number of Shareholders Who Asked | 1 (one) | ||
| Result of Voting | Agree | Abstain | Disagree |
| The meeting is approved by a majority vote | 2,525,478,853 shares or 99.96% of the total number of votes present at the Meeting. | A total of 900,000 shares or 0.04% | None |
| Decision of the First Agenda AGMS | Approved the Company’s Annual Report including Company’s Activities Report, Board of Commissioners Supervisory Report, and approval of the Company’s Financial Report for the financial year ended on 31 December 2016 audited by Public Accounting Firm Amir Abadi Jusuf, Aryanto, Mawar & Rekan, In its report dated April 26, 2017 Number: R / 437.AGA / dwd.2 / 2017, with unqualified opinion, and granted the acquit et de charge to the Board of Commissioners and Board of Directors of the Company for its supervisory and Arrangements made during the fiscal year ending December 31, 2016, provided that such actions are reflected in the Company’s Annual Report for the financial year ending December 31, 2016. | ||
| Second Agenda AGMS | |||
| Number of Shareholders Who Asked | 1 (one) | ||
| Result of Voting | Agree | Abstain | Disagree |
| The meeting is approved by a majority vote | 2,500,296,553 shares or 98.97% of the total number of votes present at the Meeting. | A total of 900,000 shares or 0.04% | A total of 25,182,300 shares or 0.99% |
| Decision of the Second Agenda AGMS | Approved not to pay dividends for the financial year ended on 31 December 2016 and the net profit earned by the Company during the fiscal year ending December 31, 2016 will be recorded as retained earnings to increase the Company’s working capital and / or for future investment needs . | ||
| Third Agenda AGMS | |||
| Number of Shareholders Who Asked | 1 (one) | ||
| Result of Voting | Agree | Abstain | Disagree |
| The meeting is approved by a majority vote | 2,442,696,618 shares or 96.7% of the total votes present at the Meeting. | A total of 23,884,300 shares or 0.9% | A total of 59,797,935 shares or 2.4% |
| Decision of the Third Agenda AGMS | Approved the authorization to the Board of Commissioners of the Company to appoint Public Accounting Firm and Public Accountant who will audit the financial statements of the Company for the financial year ended on 31 December 2017, including to determine the honorarium and other requirements in connection with the appointment of the Public Accounting Firm and the Public Accountant. | ||
| Fourth Agenda AGMS | |||
| Number of Shareholders Who Asked | None | ||
| Result of Voting | Setuju | Abstain | Tidak Setuju |
| The meeting is approved by a majority vote | 2,235,437,158 shares or 88.48% of the total number of votes present at the Meeting. | A total of 900,000 shares or 0.04% | A total of 290,041,695 shares or 11.48% |
| Decision of the Fourth Agenda AGMS | 1. Approve to appoint Mr. Hendra Adisubrata as Director of the Company;
So that, after the closing of the Meeting, the composition of the Board of Directors of the Company becomes as follows: – President Director : Mr. Stefanus Joko Mogoginta – Director : Mr. Budhi Istanto Suwito – Independent Director : Mr. Jo Tjong Seng – Director : Mr. Hendra Adisubrata With the term of office up to the expiration of the term of office of the current Board of Directors of the Company, without prejudice to the right of the General Meeting of Shareholders of the Company to terminate at any time according to the date of Article 105 paragraph 1 UUPT. 2. Approving to authorize the Remuneration Committee of the Company to determine the amount of honorarium for the members of the Board of Commissioners of the Company, and the salaries and allowances for members of the Board of Directors of the Company; and 3. Approve the authority of the Board of Directors of the Company, with the right of substitution, to take any action in respect of any change to the composition of the Board of Directors of the Company mentioned above, including but not limited to, to make or request to be made and to sign all deeds related thereto, , And to register the composition of the Board of Directors of the Company in the Company Register pursuant to the provisions of Law no. 3 of 1982 concerning Obligation of Company Register. |
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The Company’s AGMS closed at 11:43 pm.
G. Decision of EGMS
The resolutions of the EGM of the Company are as follows:
| Agenda of EGMS | |||
| Number of Shareholders Who Asked | None | ||
| Result of Voting | Agree | Abstain | Disagree |
| The meeting is approved by a majority vote | 2.235.462.657saham atau 88,48 % of the total number of votes present at the Meeting. | A total of 900,000 shares or 0,0356 % | A total of 290.016.196 shares or 11.48% |
| Decision of the Agenda EGMS | Approve for the granting of a guarantee of all or most of the Company’s assets and / or the granting of a Corporate Guarantee either in the form of security to be provided by the Company and / or its subsidiaries, as well as in the form of related assets of the Company and / or A subsidiary of the Company which is the whole or most of the Company’s assets and / or its subsidiaries in the framework of receiving third party loans in the amount, terms and conditions deemed favorable by the Board of Directors of the Company, taking into account the provisions of the applicable Financial Services Authority Regulations. | ||
PT TIGA PILAR SEJAHTERA FOOD Tbk.
DIRECTORS
In order to comply with the provisions contained in Law No.40 of 2007 concerning Limited Liability Company Article 68 paragraph (4), hereby the Board of Directors of PT. Tiga Pilar Sejahtera Food Tbk. Domiciled in South Jakarta (“Company”), inform that the Company’s Financial Statements for the fiscal year 2016 audited by the Public Accounting Firm Amir Abadi Jusuf, Aryanto, Mawar & Rekan, published on 28 April 2017, have been ratified in the Annual General Meeting of Shareholders Company held on Thursday, June 8, 2017, without any changes or notes.
PT TIGA PILAR SEJAHTERA FOOD Tbk.
DIRECTORS