Ringkasan Risalah RUPST Dan RUPSLB Serta Jadwal Pembagian Dividen Tunai Tahun Buku 2014 JECC...

6
PT JEMBO CABLE COMPANY Tbk (“COMPANY”) NOTICE OF MEETING MINUTES OF ANNUAL GENERAL MEETING OF SHAREHOLDERS AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS AS WELL AS THE SCHEDULE OF CASH DEVIDEND DISTRIBUTION FOR THE FISCAL YEAR 2014 The Company Directors, herewith, notify to all Company Shareholders, that the Meeting Minutes of Annual General Meeting of Shareholders/AGMS and Extraordinary General Meeting of Shareholders/EGMS (“Meeting”) is as follows: A. Day/Date, Time, Place and the Agenda of the Meeting: Day/Date : Monday, 8 June 2015 Time : 10.30 WIB – 11.40 WIB Place : Seminar Room 1 st Floor Tower 2 Gedung PT. Bursa Efek Indonesia Jalan Jend. Sudirman Kav, 52-53 Jakarta 12190 The Agenda of the AGMS: 1. Presentation by the Board of Directors on conditions and businesses of the Company during the year of 2014. 2. Ratification of the Company’s Balance Sheet, Profit and Loss Statement for Fiscal Year of 2014. 3. Resolution on the allocation of Company’s Profit for Fiscal Year of 2014. 4. Appointment of Public Accountant for Fiscal Year of 2015. 5. Determination of the honorarium and other remuneration for the members of the Company’s Board of Commissioners for Fiscal Year of 2015. 6. Delegation of authority and power to the Company’s Board of Commissioners to determine the honorarium and other allowances of the Company’s Board of Directors for Fiscal Year of 2015. The Agenda of the EGMS: 1. Giving approval on additional purpose, objectives and business activities of the Company. 2. Alteration of the Articles of Association of the Company. B. The Company Board of Commissioners and the Directors who are present. The Company Board of Commissioners The President Commissioner also holds the position as Independent Commissioner : Drs. I Gusti made Putera Astaman Independent Commissioner : Drs. Andreas S.Soedjijanto, MBA, FLMI The Company Directors President Director : Santoso Director : Drs. Antonius Benady Director : Nanyang Santoso (in ID. only Nanyang) Director : Satoru Yoshikawa

description

Ringkasan Risalah RUPST Dan RUPSLB Serta Jadwal Pembagian Dividen Tunai Tahun Buku 2014 JECC

Transcript of Ringkasan Risalah RUPST Dan RUPSLB Serta Jadwal Pembagian Dividen Tunai Tahun Buku 2014 JECC...

  • PT JEMBO CABLE COMPANY Tbk (COMPANY)

    NOTICE OF MEETING MINUTES OF ANNUAL GENERAL MEETING OF SHAREHOLDERS AND

    EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS AS WELL AS THE SCHEDULE OF CASH DEVIDEND DISTRIBUTION FOR THE FISCAL YEAR 2014

    The Company Directors, herewith, notify to all Company Shareholders, that the Meeting Minutes of Annual General Meeting of Shareholders/AGMS and Extraordinary General Meeting of Shareholders/EGMS (Meeting) is as follows: A. Day/Date, Time, Place and the Agenda of the Meeting:

    Day/Date : Monday, 8 June 2015 Time : 10.30 WIB 11.40 WIB Place : Seminar Room 1st Floor Tower 2 Gedung PT. Bursa Efek Indonesia Jalan Jend. Sudirman Kav, 52-53 Jakarta 12190 The Agenda of the AGMS:

    1. Presentation by the Board of Directors on conditions and businesses of the Company during the year of 2014.

    2. Ratification of the Companys Balance Sheet, Profit and Loss Statement for Fiscal Year of 2014.

    3. Resolution on the allocation of Companys Profit for Fiscal Year of 2014. 4. Appointment of Public Accountant for Fiscal Year of 2015. 5. Determination of the honorarium and other remuneration for the members of the

    Companys Board of Commissioners for Fiscal Year of 2015. 6. Delegation of authority and power to the Companys Board of Commissioners to

    determine the honorarium and other allowances of the Companys Board of Directors for Fiscal Year of 2015.

    The Agenda of the EGMS:

    1. Giving approval on additional purpose, objectives and business activities of the Company.

    2. Alteration of the Articles of Association of the Company. B. The Company Board of Commissioners and the Directors who are present.

    The Company Board of Commissioners The President Commissioner also holds the position as Independent Commissioner : Drs. I Gusti made Putera Astaman Independent Commissioner : Drs. Andreas S.Soedjijanto, MBA, FLMI The Company Directors President Director : Santoso Director : Drs. Antonius Benady Director : Nanyang Santoso (in ID. only Nanyang) Director : Satoru Yoshikawa

  • C. Meeting Quorum: 1. AGMS :

    That in the Meeting those who are present and/ or represented as many as 139.189.800 shares or represent 92,05% out of 151.200.000. All these shares have legal votes issued by the Company up to the day of Meeting. Therefore based on Article No. 26 chapter 1a, the regulation of OJK No. 32/POJK.04/2014 in connection with Article No. 86 chapter 1 law No. 40 year 2007 (two thousand seven) about Limited Liability Company, the quorum that is required for the Meeting has been met, therefore the arrangement of the Meeting is legal and has a right to make the legal decision and binding concerning all the things discussed.

    2. EGMS :

    That in the Meeting those who are present and/ or represented as many as 139.195.300 shares or represent 92,06% out of 151.200.000. All these shares have legal votes issued by the Company up to the day of Meeting. Therefore based on Article No. 27 chapter 1a, the regulation of OJK No. 32/POJK.04/2014 in connection with Article No. 88 chapter 1 law No. 40 year 2007 (two thousand seven) about Limited Liability Company, the quorum that is required for the Meeting has been met, therefore the arrangement of the Meeting is legal and has a right to make the legal decision and binding concerning all the things discussed.

    D. Time to ask questions and/ or give opinion.

    In the Meeting, the shareholders are given time to ask questions and/or give the opinion on every agenda. In the Meeting, That in the Meeting held recently, no one shareholder and/or their proxies who asked question and/or give opinion.

    E. The Mechanism of Decision Making Meeting and the Results of the Meeting Decision.

    The Decision in the Meeting was done compromisingly, otherwise it was done by voting. 1. The Result of AGM Voting :

    Agenda Approve Disapprove Abstain

    I 139.189.800 votes or100% Nil Nil II 139.189.800 votes or100% Nil Nil III 139.189.800 votes or100% Nil Nil IV 139.189.800 votes or100% Nil Nil V 139.189.800 votes or100% Nil Nil VI 139.189.800 votes or100% Nil Nil

    2. The Result of EGMS Voting :

    Agenda Approve Disapprove Abstain

    I 139.195.300 votes or100% Nil Nil II 139.195.300 votes or100% Nil Nil

  • F. The Decision of the Meeting. The Results of the Meeting are mainly as follows: 1. AGMS :

    a. The First and the Second Agenda:

    1. Approved to accept the Annual Report of the Company Directors concerning the

    Performance of the Company for the Fiscal Year that ended on 31st December 2014 including the Report of the Supervisor of Board of Commissioners which ended on 1st December 2014.

    2. Approve to accept and to legalize the Company Financial Report for the Fiscal Year that ended on 31st December 2013, which has been audited by Public Accountant Office Tanubrata Sutanto Fahmi & Partners with the report No. 297/5-J004/FXP-1/12.14 dated 24 March 2015 with proper opinion without exception.

    3. Approve to pay off a debt and to free from full responsibility (aqcuit et de charge) to the member of Directors and Board of Commissioners on management and supervision during the Fiscal Year 2014, as long as the actions reflected in the Company Financial Report.

    b. The Third Agenda :

    Approve and determine the utilization of Net Profit for the Fiscal Year 2014 as follows:

    1. As much as Rp.9.072.000.000. (nine billion and seventy two million rupiah) will

    be distributed as cash dividend to the shareholders. It will be paid Rp.60. (sixty rupiah) per share for 151.200.000 shares which has been issued by the company.

    2. As much as Rp.1.000.000.000. (One billion rupiah) is used for reserved fund. 3. The remainder Rp.13.622.710.000. (Thirteen billion six hundred twenty

    two million and seven hundred ten thousand rupiah) is booked as retained profit.

    c. The Fourth Agenda :

    Approve and legalize the appointment and the determination of the Public Accountant Office Tanubrata Sutanto Fahmi & Partners as the Company Public Accountant for the Fiscal Year 2015 and at the same time giving full authority to the Directors to determine the honorarium as well as other requirements in relation with the appointment of the Public Accountant.

    d. The Fifth Agenda.

    1. a. To determine the addition of the salary and / or other allowance to all the members

    of Board of Commissioners maximum 20% (twenty percent) starting from January 2015 until the next Annual General Meeting of Shareholders in 2016. b. Giving the authority to the main Commissioners to determine the amount of salary and other allowance for each of the member of the Company Board of Commissioner.

  • 2. Giving the authority to Board of Commissioners for and on behalf of the General Meeting of Shareholders to determine the salary and other allowance for the Directors for the period of time starting January 2015 until the next Annual General Meeting of Shareholders in 2016.

    e. The Sixth Agenda.

    Approve to give the authority to the Company Board of Commissioners to determine the amount of salary and other allowance for the member of Company Directors for the Fiscal Year 2015.

    2. Extraordinary RUPS

    a. The First Agenda.

    1. Approve the addition of the purpose of the Company in the sector of development with the Company business such as: a. The Development of Structure and Infrastructure of Telecommunication Net

    including Multimedia as well as other related business. b. The Business for supporting Electrical Energy such as: the Development, the

    Installment, the maintenance of appliances of Electrical Energy and the development of technology which support the supply of electricity.

    Therefore Article No. 3 of the Company Statues will be read as follows: = the Purpose as well as the Business Activity=

    = Article No, 3= 1. The Purpose of this Company is to run the business in the field of industry, trade

    and development. 2. In order to achieve the purposes mentioned above, the Company can run the

    business as follows: a. To run the business of making all kinds of wire, all kinds of cable, metal and

    plastic. b. To trade all the product mentioned above in both local and foreign market

    as well as export and import. c. The development of Structure and Infrastructure of the Telecommunication

    Net including Multimedia and other related business. d. To run the business in the sector of development, that is the business of

    supporting Electrical energy such as the Development, the Installment, the Maintenance of electrical appliances and the Development of technology which supports the supply of electricity.

    2. Approve to give the authority with the right of substitution to the Company

    Directors to do all actions that are needed in relation with the Company Statutes, including but not limited to ask for agreement or the changes of the Statutes from the government office, also to sign the official documents before the Notary as well as to do other actions which is possibly needed according to valid rules.

    b. The Second Agenda

    1. Approve that the Articles in the Company Statutes to be adjusted with the rule of

    Financial Service Authority No. 32/POJK.04/2014 about the Plan and the Implementation of the General Meeting of Shareholders of a Public Company in connection with Financial Service of Regulatory Authority No. 33/POJK.04/2014 about the Directors and the Emiten Board of Commissioners or the Public Company as well as the Regulation which is still valid.

  • 2. Approve to rearrange the whole content of the Company Statutes in accordance with the draft amendment to statutes which is un separated part from this decree or decision.

    3. Approve to give authority with the substitution rights to the Company Directors to take any actions needed in relation to the changes of the Statutes, including but not limited to ask for agreement and/ or to report the changes of the Statutes to the government office, and also to sign the official document before the notary as well as to take other action which might be needed in appropriate with the law and regulations that apply.

    G. The Schedule and the way to distribute the Dividend for Fiscal Year 2014

    In accordance with the decision made in the Third Agenda of Annual RUPS, the Meeting had decided to pay the cash dividend to the shareholders as much as Rp.9.072.000.000. (nine billion and seventy two million rupiah) or Rp.60. (sixty rupiah) per share from the Company profit for the fiscal year 2014. Therefore, herewith we would like to notify the schedule and the way how to distribute the Company Cash Dividend for the Fiscal Year 2014 as follows:

    The Distribution Schedule for Cash Dividend:

    Annual RUPS and Extraordinary RUPS Monday, 8 June 2015 Cum Dividend for trade in Regular Market and Negotiation Market

    Monday, 15 June 2015 Ex. Dividend for trade in Regular Market and Negotiation Market

    Tuesday, 16 June 2016 Cum Dividend for trade in Cash Market Thursday, 18 June 2015 Ex. Dividend for trade in Cash Market Friday, 19 June 2015 Recording date for those who have right for Dividend Thursday, 18 June 2015 The Distribution of Cash Dividend Wednesday, 10 July 2015

    The Way to Distribute Cash Dividend:

    1. This notification is a formal notification from the Company and the Company will not

    issued any special notification to the Company Shareholders. 2. The Cash Dividend will be distributed to the Company Shareholders whose name is

    registered in the List of Shareholders (Recording Date) on 18 June 2015 until 16.00 oclock and/ or those who own the Company Shares on sub stock bank account at PT. Kustodian Central Stock of Indonesia (KSEI) on the closing trade on 18 June 2015.

    3. For the Shareholders whose shares are registered in the collective deposit in KSEI will obtain the Cash Dividend which will be paid through the Stock Company/ Bank of Kustodian where they open their bank account.

    4. For the shareholders whose shares are not in the collective deposit KSEI (Saham Warkat), the dividend payment is done in the Company Office in Mega Glodok Kemayoran Office Tower B, 6th floor, Jalan Angkasa Kav. B-6, Kota Baru Bandar Kemayoran, Jakarta Pusat at the cashier on week days Monday Friday from 09.00 16.00. oclock. The shareholders should bring the copy of shares owned and the original identity card which is still valid.

    5. Those who have Warkat Shareholders who want their dividend be paid by transfering into their bank account, the minimum net dividend is Rp.10.000. (ten thousand rupiah). They should notify by writing the name of the bank and the number of bank account at the latest 18 June 2015. The notification is addressed to the Company Stock

  • Administration Bureau, PT. Datindo Entrycom (Datindo), Puri Datindo, Wisma Sudirman, Jalan Jenderal Sudirman Kavling 34-35 Jakarta 10220.

    6. The dividend paid will be charged income tax according to valid tax rule. 7. The shareholders who are Incorporate Domestic Taxpayer that have not given their tax

    ID Number (NPWP) are invited to give their NPWP to KSEI or DATINDO not later than 18 June 2015 at 16.00. Fail to give the Tax ID Number (NPWP), the cash dividend paid will be charged PPh 30%.

    8. The shareholders who are Incorporate Foreign Taxpayer whose tax cut will use the tariff based on avoidance of double taxation agreement (P3B) are obliged to fulfill the requirement of Article No. 26 the Law of Income Tax No. 36 Year 2008. They should also give form DGT 1 or DGT 2 which has been legalized by the Tax Office the Company Go Public to DATINDO or KSEI no later than 30 June 2015. Fail to show the form the Cash Dividend paid will be charged PPh Article No. 26 as much as 20%.

    Tangerang, 10 June 2015 Director