30 April 2019
Summary of Minutes of Annual General Meeting of Shareholders for The Year of 2018 KRAS

ANNOUNCEMENT

SUMMARY OF MINUTES OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

“PT. KRAKATAU STEEL (PERSERO) Tbk”

In accordance to Indonesian Financial Services Authority (OJK) regulation No. 32/POJK.04.2014 dated on December 8th, 2014 regarding The Planning and The Implementation of Annual General Meeting of Shareholders of Public Company (hereinafter referred to as “POJK No. 32/2014”), the Board of Directors of PT KRAKATAU STEEL (PERSERO) Tbk (hereinafter referred as the “Company”) hereby announces that the Company has convened the Annual General Meeting of Shareholders Year Book 2018 (hereinafter referred as the “Meeting”) on: 

(A)

Day/Date : Friday/April 26th,  2019
Time   : 09.40 - 10.40 AM
Venue : Financial Hall, Graha CIMB Niaga, 2nd Floor,
   

Jl. Jend. Sudirman, Kav. 58, Jakarta Selatan

Meeting Agenda :
  1. Approval of the Company’s Annual Report for the Year of 2018 including the Company’s Activities Report, Supervisory Duty Report of the Board of Commissioner, and also the Approval of Company’s Financial Statement which ended on 31 December 2018, as well as the Approval Report of Partnership and Community Development Program for the Year of 2018.
  2. Determination of Remuneration for Year of 2019 for the members of Board of Directors and Board of Commissioner.
  3. The appointment of Public Accountant Office to audit the Financial Statement of the Company for Financial Year of 2019 and the Financial Statement of the Partnership and Community Development for the Year of 2019.
  4. Utilization of Net Proceeds Report from the Initial Public Offering and the Rights Issue (HMETD).
  5. The approval on the business and financial transformation of the Company.
  6. 6. The change in the member of the Board of Directors and/or Board of Commissioners of the Company.

 

(B) Board of Commissioners and Directors who attended the Meeting:

 

BOARD OF COMMISSIONERS

President Commissioner  : I Gusti Putu Suryawirawan
Commissioner (Independent) : Nana Rohana
Commissioner (Independent) : Roy Edison Maningkas
Commissioner : Nanang Pamuji Mugasejati
Commissioner : Dadang Kurnia

 

BOARD OF DIRECTORS

President Director  : Silmy Karim
Director of Finance : Tardi
Director of Human Capital : Rahmad Hidayat
Director of Marketing : Purwono Widodo


(C) The Meeting was attended by Shareholders and/or their proxy/representative representing 16.234.913.729 shares in the Company or constituting 83,92% of the total 19.346.396.900 shares with valid voting rights that has been issued by the Company.

(D) In each Meeting Agenda, opportunities were provided to the Shareholders and its proxy/representative to raise questions as stated in the explanation of each Meeting Agenda.

(E). Agenda I : no question.

Agenda II   : no question.

Agenda III  : no question.

Agenda IV  : no question.

Agenda V   : no question.

Agenda VI  : no question.

 

(F) Meeting Resolution Mechanism as follow :

Whereas Meeting resolution were resolved based on an amicable deliberation to reach mutual consensus. In the event that the resolutions based on the amicable deliberation failed to be reached, the resolutions were resolved by way of voting.

 

(G) The resolutions which resolved by way of voting:

AGENDA

IN FAVOR

AGAINTS

ABSTAIN

AGENDA I :

16.231.650.229 votes or 99,98% from the total shares with the Shareholders who have the rights to vote and attended the Meeting.

0 votes or 0% from the total shares with the Shareholders who have the rights to vote and attended the Meeting.

3.263.500 votes or 0,02% from the total shares with the Shareholders who have the rights to vote and attended the Meeting.

AGENDA II :

16.234.913.729 votes or 100% from the total shares with the Shareholders who have the rights to vote and attended the Meeting.

0 votes or 0% from the total shares with the Shareholders who have the rights to vote and attended the Meeting.

0 votes or 0% from the total shares with the Shareholders who have the rights to vote and attended the Meeting.

AGENDA III :

16.227.536.055 votes or 99,95% from the total shares with the Shareholders who have the rights to vote and attended the Meeting.

7.377.674 votes or 0,05% from the total shares with the Shareholders who have the rights to vote and attended the Meeting.

0  votes or 0% from the total shares with the Shareholders who have the rights to vote and attended the Meeting.

AGENDA IV :

16.234.913.729 votes or 100% from the total shares with the Shareholders who have the rights to vote and attended the Meeting.

0  votes or 0% from the total shares with the Shareholders who have the rights to vote and attended the Meeting.

0  votes or 0% from the total shares with the Shareholders who have the rights to vote and attended the Meeting.

AGENDA V :

15.895.837.939 votes or 97,91% from the total shares with the Shareholders who have the rights to vote and attended the Meeting.

339.075.790 votes or 2,09% from the total shares with the Shareholders who have the rights to vote and attended the Meeting.

0  votes or 0% from the total shares with the Shareholders who have the rights to vote and attended the Meeting.

AGENDA VI :

15.886.379.267 votes or 97,85% from the total shares with the Shareholders who have the rights to vote and attended the Meeting.

348.534.462 votes or 2,15% from the total shares with the Shareholders who have the rights to vote and attended the Meeting.

0  votes or 0% from the total shares with the Shareholders who have the rights to vote and attended the Meeting.

 

 (H) The resolutions of Meetings

 AGENDA I :

  1. Approved the Company’s Annual Report that has been implemented by the Board of Directors of the Year Book 2018, including the Supervisory Report of Board of Commissioners Year Book 2018.
  2. Approved the Company’s Consolidated Financial Statement which audited by Purwantono, Sungkoro, & Surja, A Member Firm of Ernst & Young Global Limited Public Accountant Office based on its report number : 00405/2.1032/AU.1/04/1294-1/1/III/2019 dated March 29, 2019 with and audit opinion of, “Proper, in every aspect material, ratified the Consolidated Financial Statements of the Company and the entities for the Financial Year ended on 31 December 2018, including the Financial Performace and Consolidated Cash Flow Year ended on 31 December 2018 based on the Finance Accounting Standard in Indonesia”, along with granting full release and discharge (volledig acquit et decharge) to all members of the Board of Directors and Board of Commissioners from the supervisory actions carried out for the Year Book 2018, as long as it was not a criminal act or violate the legal procedure and provision which written in Financial Report of the Company and it was not againts the regulation and legislation.
  3. Approved the Annual Report including the Financial Report of Partnership and Community Development Program which ended on December 31, 2018, which reported based on the Report of Partnership and Community Development Program audited by Purwantono, Sungkoro, & Surja, A Member Firm of Ernst & Young Global Limited, along with granting full release and discharge (volledig acquit et de charge) to all members of the Board of Directors and Board of Commissioners from the supervisory actions carried out for the Year Book 2018, as long as it was not a criminal act or violate the legal procedure and provision which written in Financial Report of the Company and it was not againts the regulation and legislation.

AGENDA II:

  1. Delegating the authority and power to the Series A Dwiwarna Shareholder to determine Remuneration (Honorarium, Facility, Allowance, and other Incentives) for Financial year of 2019 for the Board of Commissioners of the Company.
  2. Delegating the authority and power to the Board of Commissioners with prior approval from Series A Dwiwarna Shareholder to determine Remuneration (Salary, Facility, Allowance and other Incentives) for Financial year of 2019 for the Board of Directors of the Company.

AGENDA III:

  1. The Meeting determine the Public Accountant Office to audit the Consolidated Financial Statements of the Company Year Book of 2019 and the Financial Report of Partnership and Community Development Program Year Book of 2019.
  2. The Meeting delegate the authority to BOC to determine the honorarium and other requirements applied for such Public Accountant Office, and determine a substitute Public Accountant Office in the event the appointed Public Accountant Office is unable to finish the audit for the Consolidated Financial Statements of the Company Year Book of 2019 and the Financial Report of Partnership and Community Development Program Year Book of 2019.

AGENDA IV:

The Meeting approved Utilization of Net Proceeds Report from the Initial Public Offering and the Rights Issue.

AGENDA V:

The Meeting approved Company’s Business and Financial Transformation, including:

  1. Corporate Debt Restructuring.
  2. Operational Excellence Implementations.
  3. Subsidiary Divestment through selling share, DINFRA, and/or Limited Investment Mutual Funds with Buy back option.
  4. Issuance Convertible Bonds with due to the option to convert through Rights Issue (HMETD), include (if necessary) issuing other financial instrument to settle up Convertible Bonds.
  5. Execute Right Issue to buy back subsidiary divestment

AGENDA VI:

The Meeting approved :

  1. Dismissing with honorable, Mr. Ogi Rulino as Director of Logistic/Independent Director per April, 8th 2019 with gratitude for her services during her term as a Director of Logistic/Independent Director.
  2. Dismissing with honorable, Mr. Wisnu Kuncoro as Director of Production and Technology per March 23th 2019.
  3. Change the nomenclature of Board of Directors PT Krakatau Steel (Persero) Tbk as follows:

No

Before AGMS

After AGMS

1

Director of Logistic and Business Development

Director of Business Development

2

Director of Marketing

Director Commercial

3

Director of Production and Technology

Director of Production

 

  1. Diverting the assignment of Mr. Purwono Widodo from Director of Marketing to Director of Commercial continuouing the period of his assignment as the AGMS result to appoint him.
  2. Appointed all of this person to be the Board of Directors PT Krakatau Steel (Persero) Tbk:
    • Melati Sarnita as Director of Business Development
    • Djoko Muljono as Director of Production
  3. To director and commissioner who appointed in number 5, if they still have assignment for another position which forbidden in Law and Regulation to get a double position as director of commissioner in SOE’s company, therefore they have to dismissed the assignment.
  4. After dismissal, nomenclature’s change, appointment, and diversion as pointed in number 1,2, 3, 4, and 5, the composition of the Board of Commissioners PT Krakatau Steel (Persero) Tbk, is as follows:

A. Board of Directors

  • President Director : Silmy Karim
  • Director of Commercial : Purwono Widodo
  • Director of Finance : Tardi
  • Director of Human Capital : Rahmad Hidayat
  • Director of Business Development : Melati Sarnita
  • Dierctor of Production : Djoko Muljono

B. Board of Commissioners

  • President Commissioner : I Gusti Putu Suryawirawan
  • Commissioner : Dadang Kurnia
  • Commissioner : Nanang Pamuji Mugasejati
  • Commissioner : Ridwan Djamaluddin
  • Independent Commissioner : Nana Rohana
  • Independent Commissioner : Roy Edison Maningkas
  1. Delegating the authority and power to the Board of Directors of PT Krakatau Steel (Persero) Tbk, with the rights of substitution to perform any action related to the resolution of this Agenda in compliance with the prevailing law and regulations, including to restate in the separate notarial deed and subsequently notify the changes in the composition of the Board of Directors to the Ministry of Justice and Human Rights of the Republic of Indonesia.

 

JakartaApril 30th , 2019

PT KRAKATAU STEEL (PERSERO) Tbk

Board of Directors

 

 

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