MINUTES SUMMARY OF ANNUAL GENERAL MEETING OF SHAREHOLDERS (“AGM”)
The Board of Directors of PT. Wicaksana Overseas International Tbk (the “Company”), hereby announce that the Company has convened its AGM (“Meeting”) as follows :
Day/Date : Thursday, 20th June 2019
Time : 10.25 – 11.10 hours
Venue : Mercure Convention Center Ancol
Teluk Jakarta Room, 1st Floor
Taman Impian Jaya Ancol, Jakarta Utara
with the agendas as follows :
- The approval of the Board of Directors’ Annual Report, including the Board of Commissioners’ report on implementation of control’s duty and ratification of the Company’s financial statement for the financial year 2018.
- The determination of appropriation of the Company’s net profit for the financial year 2018.
- The appointment of Public Accountant Firm for the financial year 2019 and grant the authorization to the Board of Commissioners of the Company to determine the honorarium and other requirements for such appointment.
- Changes in the Composition of members of the Board of Commissioners and the Board of Directors of the Company.
- The determination of the honorarium, salary and other remuneration for the members of the Board of Commissioners and the Board of Directors of the Company.
B. Members of the Board of Directors and the Board of Commissioners of the Company present at the meeting :
Board of Directors
- Mr Tay Lim Pin
- Mr Eka Hadi Djaja
Board of Commissioners
- Mr Djajadi Djaja
- Mr Stephen John Ferraby
- Mr Suhadi
- Mr Paul Harry Graham
C. The Meeting was attended by shareholders representing 1.240.514.142 shares or equal to 97.75% of all shares issued by the Company, therefore, it fulfilled the quorum to make decisions, which is more that ½ of all shares issued by the Company for the first to the fifth items on the agenda of the Meeting, thus the Meeting was validly conducted and made valid resolutions.
D. In the Meeting, the Shareholders/their respective proxies were given the opportunity to ask questions and/or give their opinions regarding the agenda of the Meeting.
E. There was no shareholder who asked questions and/or gave an opinion for the first agenda to the fifth agenda of the Meeting.
F. The procedure for making resolutions in the Meeting as follows :
The resolutions reached through deliberation to reach a consensus. In the event no consensus reached, hence it will be voting.
G. All shareholders and proxies agreed, hence the results of resolutions have made through deliberation of consensus.
H. The Meeting has resolved as follows :
- Accepted and approved the Board of Directors’ Annual Report on the activities of the Company for the financial year ended 31st December 2018, including the supervisory report from the Board of Commissioners for the financial year ended 31st December 2018.
- Accepted and approved the Financial Statement of the Company for the year ended 31st December 2018, audited by the Public Accountant Firm Purwantono, Sungkoro & Surja with its report No. 00394/2.1032/AU.1/05/0690-2/1/III/2019 dated 29th March 2019 with unmodified opinion.
- Provide full release and discharge (acquit et de charge) to the members of the Board of Directors and the Board of Commissioners for the management and supervision they have done during the year 2018 as long as the actions are reflected in the financial statement.
• Approved that no dividends be paid for the year 2018 due to the accumulated loss of the Company.
Approved and authorized the Board of Commissioners base on the recommendation of the Audit Committee to :
- Appoint the Independent Public Accountant Firm to audit the financial statement of the Company of the year ended 31st December 2019, with the condition that the appointed Public Accountant Firm is an Independent Public Accountant Firm that is registered at the Financial Public Authority (”Otoritas Jasa Keuangan or OJK”) and has good reputation and in accordance with the criteria of POJK regulation No. 13/POJK.03.2017 regarding the use of Public Accountant’s services and Public Accountant Firm in the Financial Services’ Activity.
- Determine the fee and other requirements with respect to the appointment of the Public Accountant Firm.
- Approved and accepted the resignation of Mr ANDREAS WÜST, as Commissioner of the Company and Mr DAMIEN DIMITRI MOROT, as Independent Director of the Company effective as of the closing of the Meeting and provide release and discharge (acquit et de charge) for the supervision and management during the time of their position, as long as the actions are reflected in the financial statement and are not contrary to the prevailing laws and regulations.
- Approved to appoint Mr RETO HUGO STILLHARD, as Commissioner of the Company and Mr PATRICK OTHMAR STILLHART, as Director of the Company, effective as of the closing of this Meeting, for the remaining term of office of the members of the Board of Commissioners and the Board of Directors for the vacant position, without reducing the rights of Annual General Meeting of Shareholders to dismiss them any time.
Therefore the composition of the Board of Commissioners and the Board of Directors until the closing of Annual General Meeting of Shareholders for 2022, held in 2023 as follows :
Board of Commissioners
President Commissioner : Mr Djajadi Djaja
Commissioner : Mr Stephen John Ferraby
Commissioner : Mr Reto Hugo Stillhard
Independent Commissioner : Mr Suhadi
Independent Commissioner : Mr Paul Harry Graham
Board of Directors
President Director : Mr Tay Lim Pim
Director : Mr Eka Hadi Djaja
Director : Mr Patrick Othmar Stillhart
3. Provided the authorization and attorney to the Board of Directors of the Company and/or
together as well as personally to report the change of the company’s data to the Minister of Law and Human Rights of the Republic of Indonesia.
• Agreed that the honorarium and salaries and other benefits for the members of the Board of Commissioners and the Board of Directors of the Company be the same as the Financial Year before this meeting and to take effect from the closing of the Meeting until the closing of Annual General Meeting of Shareholders for 2019 held in 2020.
Jakarta, 24th June 2019
The Board of Directors