PT. WICAKSANA OVERSEAS INTERNATIONAL Tbk.
SUMMARY OF MINUTES 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 : Wednesday, 6th June 2018
Time : 10.40 – 11.30 hours
Venue : Mercure Ancol Convention Center
Teluk Jakarta Room, 1st Floor
Taman Impian Jaya Ancol, Jakarta Utara
with the agenda as follows :
1. 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 2017.
2. The determination of appropriation of the Company’s net profit for the financial year 2017.
3. The appointment of Public Accountant Firm for the financial year 2018 and grant the authorization to the Board of Commissioners of the Company to determine the honorarium and other requirements for such appointment.
4. The appointment of the Board of Commissioners and the Board of Directors of the company.
5. 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
1. Mr Tay Lim Pin
2. Mr Eka Hadi Djaja
3. Mr Damien Dimitri Morot
Board of Commissioners
1. Mr Djajadi Djaja
2. Mr Stephen John Ferraby
3. Mr Andreas Wust
4. Mr Suhadi
5. Mr Paul Harry Graham
C. The meeting was attended by shareholders representing 1.241.003.242 shares or equal to 97.79% of all shares issued by the Company, therefore, it fulfilled the quorum to make decisions, which is more than ½ of all shares issued by the Company for the first to 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 one shareholder who asked question and/or gave an opinion for the first agenda, whereas no shareholder who asked questions and/or gave an opinion for the second to the fifth agenda of the Meeting.
F. The procedure for making resolutions in the Meeting is 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 :
1. Accepted and approved the Board of Directors’ Annual Report on the activities of the Company for the financial year ended 31st December 2017, including the supervisory report from the Board of Commissioners for the financial year ended 31st December 2017.
2. Accepted and approved the Financial Statements of the Company for the year ended 31st December 2017, audited by the Public Accountant Firm Purwantono, Sungkoro & Surja with its report No. RPC-6000/PSS/2018 dated 22nd March 2018 with unmodified opinion.
3. 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 2017 as long as the actions are reflected in the financial statements.
Approved that no dividends be paid for the year 2017 as the company still has negative balance of profit and the net income in the year 2017 is used to decrease the accumulated losses of the Company.
Approved and authorized the Board of Commissioners base on the recommendation of the Audit Committee to :
1. Appoint the Independent Public Accountant Firm to audit the financial statements of the Company of the year ended 31st December 2018, 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.
2. Determine the fee and other requirements with respect to the appointment of the Public Accountant Firm.
1. Approved the re-appointment of the Board of Commissioners and the Board of Directors of the Company that their terms of office has ended with prior to give 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 taking their position as long as the actions are reflected in the financial statements effectively as of the closing of this meeting until the closing of the fifth Annual General Meeting of Shareholders since their appointment, i.e. until the closing of Annual General Meeting of Shareholders that will be done in the year 2023, without reducing the rights of the Annual General Meeting of Shareholders to dismiss them anytime.
Therefore the composition of the Board of Commissioners and the Board of Directors is as follows :
Board of Commissioners
President Commissioner : Mr Djajadi Djaja
Commissioner : Mr Stephen John Ferraby
Commissioner : Mr Andreas Wust
Independent Commissioner : Mr Suhadi
Independent Commissione : Mr Paul Harry Graham
Board of Directors
President Director : Mr Tay Lim Pin
Director : Mr Eka Hadi Djaja
Independent Director : Mr Damien Dimitri Morot
2. 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 no salary increment for the remuneration and benefit for the members of the Board of Commissioners and the Board of Directors of the company effectively as of the closing of this Meeting until the Annual General Meeting of Shareholders for the financial year of 2018 that will be held in the year 2019.
Jakarta, 8th June 2018
The Board of Directors