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WSKT
May 13, 2019 9:38 AM

NOTIFICATION ON THE SUMMARY OF MINUTES OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS FINANCIAL YEAR OF 2018 PT WASKITA KARYA (PERSERO) Tbk.

The Directors of PT Waskita Karya (Persero) Tbk. (hereinafter referred to as “ Company”) hereby notify the shareholders of the Company, that the Company has held the Annual General Meeting of Shareholders for Financial Year of 2018 (hereinafter referred to as “ Meeting”) as follows:

A. On:

Day/Date                                            :                       Thursday, 9 May 2019

Time                                                   :                       At 10.28 WIB until 12.09 WIB

Place                                                   :                       Grand on Thamrin Ballroom, Lobby Level, Hotel Pullman

                                                                                    Jakarta, Jalan M.H. Thamrin Kav.59, Jakarta, 10350

With Agendas as follows:

  1. Approval of the Annual Report of the Company including Supervision Duty Implementation Report of the Board of Commissioner for Financial Year of 2018 and Ratification of the Financial Statement Year of 2018 and Ratification of the Annual Report including Financial Statement of Partnerships and Community Development Program Financial Year of 2018;

  2. Determination on Utilization of Net Profit for Financial Year of 2018;

  3. Appointment of Public Accounting Firm to Audit Financial Statement of the Company and Annual Report of Partnerships and Community Development Program for the Financial Year ended on 31 December 2019;

  4. Determination of  the Board of Directors’ Salary, Board of Commissioner’s Honorarium, and Bonus for Members of the Board of Directors and Board of Commissioners of the Company;

  5. Approval for granting security in the form of Company assets for debt which constitutes more than 50% (fifty per cent) of the Company’s net assets, in 1 (one) or more transaction, inter related or separate transactions, at present or in the future, in terms of obtaining facilities which will be received by the Company from Bank, Non-Bank Financial Institutions, and Public (through Securities other than Equity Securities through public offering).

  6. Approval on the use of proceeds of obligation;

  7. Amendment to the Article of Association of the Company;

  8. Approval of  Changes in the Management Structure.

B. Board of Directors and Board of Commissioners’ Members of the Company presented at the meeting are as follows.

Board of Directors:

  1. President Director : I Gusti Ngurah Putra        

  2. Director of Finance & Strategy : Haris Gunawan                                           

  3. Director of Human Capital Management  : Hadjar Seti Adji

  4. Director of Operation I : Didit Oemar Prihadi

  5. Director of Operation II  : Bambang Rianto

  6. Director of Operation III  : Fery Hedriyanto

  7. Director of Quality, Safety, Health, and Environment : Wahyu Utama Putra

Board of Commissioners:

  1. President Commissioner  : Badrodin Haiti

  2. Independent Commissioner  : M. Aqil Irham

  3. Independent Commissioner : Viktor S Sirait

  4. Independent Commissioner  : Muradi

  5. Commissioner : Arif Baharudin                     

  6. Commissioner  : Danis Hidayat Sumadilaga

  7. Commissioner  : R. Agus Sartono

  1. The Meeting was attended by 11.040.725.028 (eleven billion forty million seven hundred twenty-five thousand twenty-eight) shares including Series A Dwiwarna Share, which have valid voting rights or equal to approximately 81.34% (eighty one point three four percent) of the total shares with valid voting rights issued by the Company.

  2. In the Meetings, the opportunity is given to ask questions and/or give opinions related to each Meeting agenda except for the Sixth Agenda because of its reporting nature.

  3. There were 2 (two) shareholders who asked questions concerning the First Meeting agenda, while in the other Meeting agendas, no one raised a question and/or gave opinion.

  4. The mechanism of resolution making at the Meeting was as follows:

Meeting resolutions were made by deliberation to reach consensus. If deliberations for consensus are not reached, then voting will be held. 

  1. Resolution making were held by voting, except for the Sixth Agenda, there was no resolution making because of its reporting nature.

Voting and percentage of meeting resolutions from all shares with voting rights who present at the Meeting are:

Agenda

In Favor

Against

Abstain

Total Approving Votes

Meeting Agenda 1

11.021.286.428 votes or approximately 99,82%

0

19.438.600 votes or approximately 0,18%

11.040.725.028 votes or approximately 100%

Meeting Agenda 2

11.038.325.028  votes or approximately 99,98%

2,400,000 votes or approximately 0.02%

0

11.038.325.028 votes or approximately 99,98%

Meeting Agenda 3

10.853.945.445 votes or approximately 98,31%

 

186.779.583 votes or approximately 1,69%

0

10.853.945.445 votes or approximately 98,31%

Meeting Agenda 4

11.036.307.071 votes or approximately 99,96%

4.417.957 votes or approximately 0,04%

0

11.036.307.071 votes or approximately 99,96%

Meeting Agenda 5

10.394.990.924 votes or approximately 94,15%

642.424.304 votes or approximately 5,82%

3.309.800 votes or approximately 0,03%

10.398.300.724 votes or approximately 94,18%

Meeting Agenda 7

10.303.720.429 votes or approximately 93,32%

737.004.599 votes or approximately 6,68%

0

10.303.720.429 s votes or approximately 93,32%

Meeting Agenda 8

10.303.720.429 votes or approximately 93,32%

737.004.599 votes or approximately 6,68%

0

10.303.720.429 votes or approximately 93,32%

 

  1. The main Meeting Resolutions were as follow:

The First Meeting Agenda:

  1. Approve the Annual Report for Financial Year of 2018 including Supervision Duty Implementation Report of the Board of Commissioner and ratify the Consolidated Financial Statements of the Company for Financial Year of 2018 which was audited by Amir Abadi Jusuf, Aryanto, Mawar & Rekan, as contained in its report Number: 00040/2.1030/AU.1/03/0572-1/1/II/2019 dated 20 February 2019 with the opinion "the attached consolidated financial statement presents fairly, in all material respects, the consolidated financial position of PT Waskita Karya (Persero) Tbk and its subsidiaries on 31 December 2018, and the financial performance and consolidated cash flow for the year that ended on that date, pursuant to the Financial Accounting Standards in Indonesia", and provide full release and discharge of responsibilities ( volledig acquit et de charge) to the Board of Directors and Board of Commissioners of the Company for management and supervision actions that has been carried out in the Financial Year that ended on 31 December 2018 insofar as such actions do not constitute as criminal act and are reflected in the Company’s reports.

  2. Approve and ratify the Annual Report of Partnerships and Community Development Program for Financial Year of 2018 including Financial Statement of Partnerships and Community Development Program that was audited by KAP Amir Abadi Jusuf, Aryanto, Mawar & Rekan according to the report Number: 00189/2.1030/AU.2/12/0572-1/1/III/2019 dated 1 March  2019 with the opinion "the attached financial statement presents fairly, in all material respects, the financial position of PT Waskita Karya (Persero) Tbk’s Partnerships and Community Development Program dated 31 December 2018, as well as its activities and cash flows for the year that ended on that date pursuant to the Entity Financial Accounting Standards Without Public Accountability ", and provide release and discharge of responsibilities ( volledig acquit et de charge) to the Board of Directors and Board of Commissioners of the Company for management and supervision of Partnerships and Community Development Program  for Financial Year of 2018, insofar as the action does not constitute as  criminal act and is reflected in the pertaining report.

The Second Meeting Agenda:

  1. Determine the utilization of Net Profit Attributed to the Parent Entity of the Company for Financial Year of 2018 in the amount of IDR 3,962,838,031,865.- as follows:

  • In the amount of 25% or IDR 990,709,507,966.- determined as cash dividend, therefore the dividend of the Republic of Indonesia for ownership of 66.04% of the shares is IDR 654,225,350,350.-.

  • In the amount of 75% or IDR 2,972,128,523,899.- as Profit Balance which utilization has not been determined.

  1. Grant the authority and power of attorney to Board of Directors of the Company with the substitution rights to further regulate the procedures and implementation of the cash dividend distribution pursuant to the applicable provision, including rounding up for payment of dividends per share.

The Third Meeting Agenda:

  1. Approve the reappointment of the Public Accounting Firm (KAP) of Amir Abadi Jusuf Aryanto, Mawar & Rekan to conduct audit services on the Consolidated Financial Statements of the Company and the Financial Statement of Partnerships and Community Development Program (PKBL) which ended on 31 December 2019.

  2. Grant the authority to the Board of Commissioners of the Company to determine the amount of audit services fees, add the required scope of work and other reasonable requirements for the public accounting firm.

  3. Grant the authority and power to the Board of Commissioners by obtaining prior written approval from Series A Dwiwarna Shareholder to determine the substitute of Public Accountant Firm in case of Public Accounting Firm (KAP) of Amir Abadi Jusuf Aryanto, Mawar & Rekan is unable to complete the audit of Consolidated Financial Statements of the Company and Financial Statement of the Company's Partnership and Community Development Program (PKBL) for Financial Year of 2019.

The Fourth Meeting Agenda:

  1. Grant the authority and power of attorney to Series A Dwiwarna Shareholder to determine the amount of bonus for Financial Year of 2018, and determine the honorarium, benefits, facilities and other incentives for the members of the Board of Commissioners for Year of 2019; and

  2. Grant the authority and power of attorney to the Board of Commissioners by obtaining prior written approval from Series A Dwiwarna Shareholder to determine the amount of bonus for Financial Year of 2018, and determine salaries, benefits, facilities and other incentives for the Board of Directors for Year of 2019.

The Fifth Meeting Agenda:

Approve the granting of security in the form of Company assets for debt which constitutes more than 50% (fifty per cent) of the Company’s net assets, in 1 (one) or more transaction, inter related or separate transactions, at present or in the future, in terms of obtaining facilities which will be received by the Company from Bank, Non-Bank Financial Institutions, and Public (through Securities other than Equity Securities thorugh public offering), provided that if the pertaining security constitutes as a transaction as referred to in Bapepam-LK Regulation No. IX.E.2 concerning Material Transactions and Change of Main Business Activities or constitutes as a transaction with affiliated parties as referred to in Bapepam-LK Regulation No. IX.E.1 concerning Affiliated Transactions and Conflict of Interest in Certain Transactions, the Company will also comply with the provisions in each of these regulations.

 The Sixth Meeting Agenda:

This Agenda is not an Agenda that requires resolution making, because it is only a report.

The Board of Directors of the Company has submitted a report regarding the use of proceeds from Shelf Public Offering of Bonds; as required by Article 6 paragraph (1) and paragraph (2) of Financial Services Authority Regulation No. 30/POJK.04/2015 concerning Realization Report on the Utilization of Funds from Public Offering, for the following public offerings:

  1. Bonds Shelf Public Offering III Phase I Year of 2017;

  2. Bonds Shelf Public Offering III Phase II Year of 2018; and

  3. Bonds Shelf Public Offering III Phase III Year of 2018.

 The Seventh Meeting Agenda:

  1. Approve the amendment of Article 3 of the Company's Articles of Association;

  2. Approve to rearrange all provisions in the Articles of Association in connection with the changes referred to in point a above; and

  3. Grant the power and authority to the Board of Directors with the right of substitution to take all necessary actions related to the resolution of the Meeting agenda, including drafting and restating all Articles of Association in a Notary Deed and submitting to the competent authority to obtain approval and/or receipt of notification regarding amendments to the Articles of Association, and conduct any action deemed necessary and useful for this purpose and nothing being excluded, including to make additions and/or changes in the amendment to the Articles of Association if this is required by the competent authority.

The Eighth Meeting Agenda:

  1. Dismiss with respect Mr. Wahyu Utama Putra as Director of Quality, Safety, Health dan Environment, started from the closing of the Meeting with gratitude for the given contribution of works and insights while serving as a Member of Board of Director of the Company.

  2. Change the nomenclature of the Board of Directors position as follows:

No.

Previously

Become

1.

Director of Finance and Strategy

Director of Finance

2.

Director of Human Capital Management

Director of Human Capital Management and System Development

3.

Director of Quality, Safety, Health Environment

Director of Business Development and Quality, Safety, Health and Environment

  1. Transfer the assignments of the names below as Members of the Board of Directors of the Company:

No.

Name

Previously

Become

1.

Haris Gunawan

Director of Finance and Strategy

Director of Finance

2.

Hadjar Seti Adji

Director of Human Capital Management

Director of Human Capital Management and System Development

3.

Fery Hendriyanto

Director of Operation III

Director of Business Development and Quality, Safety, Health and Environment

each person are appointed based on the General Meeting of Shareholders ( GMS)’s resolution for Financial Year of 2017 by continuing the remaining term of their tenure pursuant to GMS Resolution at the time of their appointment.

  1. Appoint Mr. Gunadi as Director of Operation III of the Company.

  2. Affirm the dismissal with respect of Mr. Arif Baharudin as a Commissioner of the Company, started from 24 April 2019 with gratitude for the given contribution of works and insights while serving as Commissioner of the Company.

  3. Appoint Mr. Robert Leonard Marbun as a Commissioner of the Company.

  4. The termination of the appointed Board of Directors and Board of Commissioners' Members as referred in number 4 and number 6 is in accordance with the provisions of the Articles of Association pursuant to the laws and regulations in the Capital Market and without reducing the GMS's right to terminate at any time.

  5. With the dismissal, changes in the nomenclature of position, the transfer of assignments and appointment of the Board of Directors' Members, as referred in number 1, number 2, number 3 and number 4, and dismissal and appointment of members of the Board of Commissioners as referred in number 5 and number 6, the structure of the Board of Directors and Board of Commissioner's Member of the Company are as follows:

  1. Board of Directors

No.

Name

Position

1.

I Gusti Ngurah Putra

President Director

2.

Haris Gunawan

Director of Finance

3.

Hadjar Seti Adji

Director of Human Capital Management and System Development

4.

Didit Oemar Prihadi

Director of Operation I

5.

Bambang Rianto

Director of Operation II

6.

Gunadi

Director of Operation III

7.

Fery Hendriyanto

Director of Business  Development and Quality, Safety, Health and Environment

  1. Board of Commissioner

No.

Name

Position

1.

Badrodin Haiti

President Commissioner

2.

Viktor S. Sirait

Independent Commissioner

3.

M. Aqil Irham

Independent Commissioner

4.

Muradi

Independent Commissioner

5.

R. Agus Sartono

Commissioner

6.

Danis Hidayat Sumadilaga

Commissioner

7.

Robert Leonard Marbun

Commissioner

  1. For the appointed Board of Directors and Board of Commissioners' Members as referred in number 4 and number 6, if they still hold other positions that are prohibited under laws and regulations to be held by the Board of Directors and Board of Commissioners' Members of State Owned Enterprises, the concerning person must resign or be dismissed from its position.

  2. Grant the power of attorney with the right of substitution to the Board of Directors of the Company to declare the Meeting's resolution in the form of a Notary deed and face a Notary or authorized officer, and make adjustments or necessary improvement if required by the authorized officer for the purpose of implementing the meeting resolution.

SCHEDULE AND PROCEDURE FOR THE DISTRIBUTION OF CASH DIVIDEND

Subsequently in accordance with the the Second Meeting Agenda resolution as mentioned above where the Meeting has decided to make a cash dividend payment from the Company's net profit for Financial Year of 2018 in the amount of IDR 990,709,507,966 or in the amount of IDR 72.9861 per shares that will be distributed to 13,573,951,000 shares of the Company, therefore the schedule and procedure for cash dividends distribution for the financial year of 2018 are as follows :