GMS Report 2015

 

 PT HOTEL SAHID JAYA INTERNATIONAL Tbk

 

MINUTES OF MEETING ANNOUNCEMENT OF THE

ANNUAL GENERAL MEETING OF SHAREHOLDERS (ANNUAL MEETING)

 

The Board of Directors of PT HOTEL SAHID JAYA INTERNATIONAL, TBK., domiciled in Central Jakarta (hereinafter referred to as the "Company") hereby announces that the Company has held an Annual General Meeting of Shareholders (hereinafter referred to as the "Meeting") on:

A. Day/date                    : Thursday, 23 June 2016

Time                              : 10.21 AM until 11.20 AM

Place                             : Candi Prambanan, Hotel Grand Sahid Jaya Jakarta, 2nd Floor              

                                       Jl. Jenderal Sudirman No. 86, Central Jakarta, Indonesia

-  attended by and/or represented by the holder/owner of 1,094,890,008 (one billion ninety four million eight hundred and ninety thousand and eight) shares or equal to 97.816% (ninety seven point eight one six percent) of the total number of shares with voting rights which have been issued by the Company, which is 1,119,326,168 (one billion one hundred and nineteen million three hundred and twenty six thousand one hundred and sixty eight) shares, with regard to the Register of Shareholders dated May 31, 2016 until 16:00 pm.

The Meetings have met the quorum requirement as stipulated in Article 11 paragraph 1 (a) and Article 15 paragraph 4 of the Articles of Association.

 

B.    The Meeting was held with the following Agenda:

  1. To approve the Company’s Annual Report, including the Supervisory Report of the Board of Commissioners of the Company for the fiscal year ended on December 31, 2015 and to Ratify the Company’s Financial Statements for the fiscal year ended on December 31, 2015.
  2. To determine the Company's net profit appropriation for the year ended December 31, 2015;
  3. To appoint a Public Accountant to audit the Company’s books for the financial year 2016.
  4. Changes in the composition of the Company’s Management.
  5. Approval to obtain credit facilities or additional credit facility from Banks and/or other Non-Bank Financial Institutions and/or issue debt Securities and pledge a majority or all of the Company's net assets.

 

C. The Meeting’s Announcement and Invitation has been implemented in accordance with the provisions of Article 12, paragraph 6 and 12 of the Company’s Articles Association and Regulation of the Financial Services Authority No. 32/POJK.04/2014 on the Planning and Organization of the General Meeting of Shareholders of a Public Company, as follows:

i.    NOTIFICATION on the plan of the Meeting to the Deputy Commissioner of the Capital Market Supervisory II Financial Services Authority (hereinafter referred to as "FSA") in connection with the Meeting through a letter from the Board of Directors dated May 10, 2016 Mo. 011L/HSJI/CS-LD/V/2016.

ii.   ANNOUNCEMENT to the Shareholders regarding the invitation has been done by putting an advertising in the "BISNIS INDONESIA" daily newspaper, published in Jakarta on May 17, 2016.

iii.    INVITATION to the Shareholders regarding the Meeting has been done by advertising in the same daily newspapers, on June 1, 2016.

 

D. Member of the Board of Directors and Board of Commissioners that present at the Meeting were:

BOARD OF DIRECTORS

President Director                                     :     Ir.H.HARIYADI B. SUKAMDANI, MM

Vice President Director                              :     Hj.EXACTY BUDIARSI SRYANTORO, MBA 

Independent Director                                 :     DYAH TRI ANJAYANI, SE

 

BOARD OF COMMISSIONERS

Deputy of President Commissioner               :     Dra.Hj.SARWO BUDI WIRYANTI SUKAMDANI, CHA

Concurrently as Commissioner of Emissary

Independent Commissioners                         :     MUHAMAD NURDIN, SE

 

E. Chairman of the Meeting

            Meeting was chaired by Mrs. Dra. Hj. SARWO BUDI WIRYANTI SUKAMDANI, CHA as Vice President Commissioners concurrently as Commissioner of Emissary

 

F. The Resolution Mechanism

            The Meeting Resolution was taken by common agreement, in the case of a decision based on common agreement was not reached, the resolution would be made by voting.

 

G. In each of the Meeting’s agenda, the shareholders and the proxy/representatives of the Shareholders would be given an opportunity to ask questions/submit responses, the number of the requester (shareholder or representative/proxy) who submit questions/comments on the agenda:

a.    First will be 1 (one) shareholder;

b.    Fourth will be 1 (one) shareholder;

-   whereas for the Second, Third, and Fifth Meeting’s Agenda there will be no question.

 

H. Voting /Resolution Result

              The Resolution Result based on voting in the Meeting was follow:

Agenda

Agree

Disagree

Abstained

First

1,094,890,008

(100%)

 

None

None

Second

1,094,890,008

 (100%)

 

None

None

Third

1,094,890,008

 (100%)

None

None

Fourth

1,094,890,008

(100%)

None

None

Fifth

1,094,890,008

 (100%)

None

None

 

I. Meeting’s Decision

    I.     First Agenda of the Meeting:

“The Meeting unanimously on the basis of common agreement has decided as follows:

-   Approved the Company’s Annual Report for the financial year 2015, including the Supervisory Report of the Board of Commissioners; and

Ratified the Company’s Consolidated Financial Statements and Subsidiaries for the financial year 2015, which were audited by "DOLI, BAMBANG, SULISTIYANTO, DADANG & ALI" Public Accounting Firm with "Unqualified" opinion as stated in the report dated March 14, 2016 No. R.1.1/017-GA/HSJI/03/16.

-  Furthermore, with the approval of the Annual Report, including Supervisory Report of the Board of Commissioners and the ratifying of the Company’s Consolidated Financial Statements and Subsidiaries, the Meeting also granted release and discharge of full responsibility ("volledig acquit et de charge") to all members of the Board of Directors and Board of Commissioners for the management and supervision measures that have been carried out during the financial year 2015; in so far as such actions has been reflected in the Annual Report and Financial Statements for the fiscal year 2015, except for embezzlement, fraud and other criminal acts."

II.     Second Agenda of the Meeting:

“The Meeting unanimously on the basis of common agreement, has decided as follows:

-  Approved the net profit appropriation for the 2015 financial year, totaling Rp5,466,805,338 (five billion, four hundred sixty six million eight hundred and five thousand three hundred and thirty-eight Rupiah), with the following details:

a. In order to fulfill the obligations under the provisions of Article 70 of Law Number 40 Year 2007 regarding Limited Liability Company, 10% (ten percent) of the net profit of 2015 financial year, which amounted to Rp546,680,534- (five hundred and forty six million six hundred and eight thousand five hundred thirty four Rupiah) allocated as statutory reserves.

b. The remaining net profit for the 2015 financial year, amounting to Rp4,920,124,804 (four billion, nine hundred and twenty million, one hundred and twenty four thousand eight hundred forty Rupiah) of net profit in 2015 financial year, will be recorded as retained earnings for the 2015 financial year, to finance the Company's business activities.

 

III.     Third Agenda of the Meeting:

“The Meeting unanimously on the basis of common agreement, has decided as follows:

-   Approved the delegation of authority to the Company’s Board of Commissioners to:

  1. Appoint a Public Accounting Firm that will audit the Company’s financial statements for the Financial Year of 2016.
  2. Appoint a substitute Public Accounting Firm by taking into consideration recommendation from the Audit Committee should the appointed Public Accounting Firm fail to carry out their duties in the specified time period and/or for any reason whatsoever according to the Company’s consideration that the appointed Public Accounting Firm cannot be continued;

-  As well as to determine the fees and other requirement of appointment for the said Public Accounting Firm.”

 

IV.     Fourth Agenda of the Meeting:

“The Meeting unanimously on the basis of common agreement, has decided as follows:

-  Approved the appointment of Mr. Prof. Dr. Ir. Kohar Sulistyadi, MSIE, as an Independent Commissioner, replacing Prof. Dr. Ir. Budiarto Subroto, DEA who has passed away, for a term of office until the closing of the Annual General Meeting of Shareholders to be held in 2020.

Thus the composition of the Board of Directors and Board of Commissioners are as follows:

 BOARD OF DIRECTORS :

President Director               :     Ir.H.HARIYADI B.SUKAMDANI, MM

Vice President Director        :     Hj.EXACTY BUDIARSI SRYANTORO, MBA 

Independen Director            :     DYAH TRI ANJAYANI,SE

 

BOARD OF COMMISSIONERS

President Commissioner                                  :  Prof.DR.H.SUKAMDANI S.GITOSARDJONO

Vice President Commissioner                           :  Hj.JULIAH SUKAMDANI

Vice President Commissioner                           :  Dra.Hj.SARWO BUDI WIRYANTI SUKAMDANI, CHA

Concurrently as Commissioner of Emissary

Independen Commissioner                               :  MUHAMAD NURDIN,SE

Independen Commissioner                               :  Prof. Dr. Ir. KOHAR SULISTYADI, MSIE

 

-  Gave power and authority to the Board of Directors to redeclare a decision of the Meeting’s Fourth Agenda in a Deed of Notary and thereafter give notice on the composition changes of the Board of Commissioners to the Minister of Justice and Human Rights of the Republic of Indonesia and perform all acts necessary in connection with the decision of the Meeting.

 

V.     Fifth Agenda of the Meeting:

“The Meeting unanimously on the basis of common agreement, has decided as follows:

-  Approved the Company to obtain credit facility or additional credit facility from the Banks and/or other Non-Bank Financial Institutions and/or issue debt securities and pledge a majority or all of the Company's net assets in order to obtain credit facilities or additional facilities credits from Banks and/or other non-bank financial institution and/or the issuance of other debt securities; and

-  Provided power and authority to the Board of Directors with the right of substitution to perform all acts necessary decisions relating to the agenda of the Meeting, including but not limited to making alteration and/or addition in a form that somehow also required to obtain such consent, and then do everything that are necessary and useful for this purpose with no one else is exempt.”

 

Jakarta, 27 June 2016

PT HOTEL SAHID JAYA INTERNATIONAL, TBK

                                                                   BOARD OF DIRECTORES

Office Location
Sahid Building 2nd Floor Southwing
Jl. Jenderal Sudirman 86
Jakarta 10220 - Indonesia
Phone : +6221 - 5704444
Fax : +6221 - 5731460