Announcement Of The Results Of The Annual General Meeting Of Shareholders 2013
It is hereby announced to the Shareholders of the Company that the Annual General Meeting of Shareholders of the Company held on 18 April 2013 at Mandarin Oriental Jakarta Hotel, Jl. MH. Thamrin - Jakarta 10310 has resolved the following resolutions/decisions:
1. Approve the Annual Report, including ratify the supervisory report of Board of Commissioners, and ratify the Financial Statements of the Company for financial year 2012, which has been audited by the Public Accountant Firm Tanudiredja, Wibisana & Partners, as stated in their report dated 20 February 2013, rendering the opinion "fairly stated in all material respects".
2. With the approval of the Annual Report and the ratification of the 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 2012, to the extend those actions are reflected in the Annual Report and Financial Statements of the Company for the financial year 2012.
Approve the use of Company's net profit for the year ended 31 December 2012 amounting to Rp 171.191.632.756,- (one hundred and seventy one billion one hundred and ninety one million six hundred and thirty two thousand seven hundred and fifty six 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 60 % (sixty percent) of the net profit, or Rp 76,- (seventy six rupiah) per share was distributed as cash dividen to all shareholders, taking into account the interim dividends of Rp 15,- (fifteen rupiah), which has been paid on 2 November 2012, as such the remaining amount Rp 61,- (sixty one rupiah) per share will be paid in 28 May 2013 to the shareholders of the Company which name are listed on the Register of Shareholders of the Company on 14 May 2013 at 04:00 PM. 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 Otoritas Jasa Keuangan (previously Bapepam-LK), to audit the Financial Statements of the Company for financial year 2013, and to determine the honorarium and other terms and conditions of the appointment of such public accountant firm.
a. (1) Approve and accept the resignation of Mr. Angky Tisnadisastra from his position as President Commissioner of the Company and Mr. Yusuf Darwin Salim from his position as the Director of the Company as of the closing of this Meeting, and grant full release and discharge (acquit et décharge) to them in conducting their duties and responsibilities during their tenure as President Commissioner and Director of the Company until the effective date of their resignation, as long as their actions are reflected in the next Annual Report and Financial Statements that will be approved and ratified at the respectedAnnual General Meeting of Shareholders.
(2) Appoint Mr. Paulus Bambang Widjanarko E.S. as President Commissioner of the Company, dismiss with respect Mr. Herrijadi Halim from his position as Director of the Company and appoint him as Vice Presiden Director and appoint Mr. Arifin Pranoto as Director of the Company, all for a period from the closing date of this Meeting until the remaining term of office of other incumbent members of the Board of Commissioners and Board of Directors of the Company. Therefore, the composition of the Board of Commissioners and the Board of Directors of the Company until the closing of the General Meeting of Shareholders in 2014 are as follows:
- President Commissioner : Paulus Bambang Widjanarko E.S.
- Commissioner : Gunawan Geniusahardja
- Independent Commissioner : Inget Sembiring
- President Director : Lukito Dewandaya
- Vice President Director : Herrijadi Halim
- Director : Michael Alexander R. Roring
- Director : Lim Eng Poh (Calvin Lim)
- Director : Arifin Pranoto
With respect to the changes of the composition 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 these resolutions in a notarial deed and subsequently notify the change of data of the Company related to the composition of members of the Board of Commissioners and Board of Directors 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 737.100.000,- (seven hundred and thirty-seven million one hundred thousand rupiah) gross per year to be paid 13 (thirteen) times a year, which shall valid as of 1 May 2013, 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 DIVIDEND DISTRIBUTION
Distribution schedule of cash dividend:
- Cum Dividend at Regular and Negotiation Markets : 08 May 2013
- Ex Dividend at Regular and Negotiation Markets : 10 May 2013
- Cum Dividend at Cash Markets : 14 May 2013
- Ex Dividend at Cash Markets : 15 May 2013
- Recording Date for whom entitled of Cash Dividend : 14 May 2013
- Payment of Cash Dividend : 01 June 2013
Distribution Procedures 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 Register of Shareholders (recording date) of the Company on 14 May 2013 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, Bina Mulia Building I Lt. 4, Jalan Rasuna Said Kav 10, Jakarta 12920 ("Company's BAE") or by Cheques which can be obtained at Company's BAE from 28 May 2013 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 Company's BAE at the latest on 14 May 2013 at 4:00 pm. 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 14 May 2013 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 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 Company's BAE at the latest on 14 May 2012 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 2012 that already ratified in the first agenda of this Meeting was the same as what was announced in the DAILY INVESTOR INDONESIA on 28 February 2013.
Jakarta, 19 April 2012
Note: This information has been published today (19/04/2013) on Investor Daily Indonesia dan Media Indonesia