The Board of Directors of PT. Wicaksana Overseas International Tbk (the “Company”), hereby announce that the Company has convened its Meeting as follows :
A. On
Day/Date : Thursday, 27 th February 2020
Time : 10.25 – 10.50 hours
Venue : Mercure Convention Center Ancol
Teluk Jakarta Room, 1 st Floor
Taman Impian Jaya Ancol, Jakarta Utara

with the agendas as follows :

  1. Amendment of the Company’s Articles of Association.
  2. Change the Board of Commissioners 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 Eka Hadi Djaja

Board of Commissioners

  1. Mr Djajadi Djaja
  2. Mr Suhadi
  3. Mr Paul Harry Graham

C. The Meeting was attended by shareholders representing 1.174.527.212 shares or equal to 92,55% of all shares issued by the Company, therefore, it fulfilled the quorum to make decisions, which is more that 2/3 of all shares issued by the Company for the first agenda of the Meeting and ½ of all shares issued by the Company for the second 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 second 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 :

First Agenda

  1. Approved to amend Article 3 of the Company’s Articles of Association with regard to the Purpose and the Objectives and the Business Activities of the Company.
  2. To authorise the Board of Directors of the Company to amend the Company’s Articles of Association in a separate Notarial Deed, to appear before the Notary and Authorised Officials, request approval from the Minister of Law and Human Rights of the Republic of Indonesia in relation to the amendment of the Company’s Articles of Association, and to execute all that are proper and helpful in accordance with the provisions and laws that apply to the Company.

Second Agenda

  1. Approved and accepted the resignation of Mr Stephen John Ferraby, as Commissioner of the Company effective as of the closing of the Meeting and provide release and discharge (acquit et de charge) for the supervision during the time of his position, as long as the actions are reflected in the financial statement and are not contrary to the prevailing laws and regulations.
  2. Approved to appoint Mr Terry Seremetis, as Commissioner 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 for the vacant position, without reducing the rights of 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

Commissioner

Commissioner

Independent Commissioner

Independent Commissioner

:

:

:

:

:

Mr Djajadi Djaja

Mr Reto Hugo Stillhard

Mr Terry Seremetis

Mr Suhadi

Mr Paul Harry Graham


Board of Directors

President Director

Director

Director

:    Mr Tay Lim Pin

:    Mr Eka Hadi Djaja

:    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.

Jakarta, 2 nd March 2020
The Board of Directors