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June 09, 2020 1:09 AM

Notification on The Minutes of Meeting of The Annual General Meeting of Shareholders for Financial Year of 2019 PT Waskita Karya (Persero) Tbk

The Board of Directors of PT Waskita Karya (Persero) Tbk (hereinafter reffered to as the “Company”) hereby notify the shareholders of the Company, that the Company has held The Annual General Meeting of Shareholders for the Financial Year of 2019 (hereinafter reffered to as “Meeting”) as follows :

 

  1. On:

Day/Date            :         Friday, June 5th, 2020

Time                 :         At 15.21 WIB until 17.06 WIB

Venue                :         Meeting Room 6th Floor, Teraskita Hotel Jakarta

                                  Jl. MT. Haryono Kav. No. 10A,

                                  Cipinang Cempedak, Jatinegara, East Jakarta,

                                  Jakarta 13340

 

With the following Agenda :

 

  1. Approval of the Annual Report of the Company including Supervisory Task Report of the Board of Commissioners during the Financial Year of 2019 and Ratification of the Financial Statement of the Financial Year of 2019 as well as Ratification of the Annual Report including Financial Statement of Partnership and Community Development Program Financial Year 2019.
  2. Determination of Appropriation of the Company’s Net Profit for the Financial Year of 2019.
  3. Appointment of Public Accounting Office to Audit the Financial Statement of the Company and the Annual Report of the Implementation of Partnership and Community Development Program for the Financial Year which ended on December 31st , 2020.
  4. Determination of the Board of Directors’ salary, the Board of Commissioners’ honorarium, and tantiem for Members of the Board of Directors and the Board of Commissioners of the Company.
  5. Approval of the security of the Company’ assets for debt which constitutes more than 50% (fifty per cent) of the Company's net assets, in 1 (one) or more transactions, whether related or separated transactions, at the present or in the future, in order to obtain facilities which will be received by the Company from Bank, Non-Bank Financial institutions, and Public (through Securities other than Equity Securities through public offering).
  6. Inauguration of the enforcement of the SOE Ministry Regulation PER-08/MBU/12/2019 on December 12th, 2019 concerning General Guidelines of Goods and Services Procurement of State Owned Enterprise.
  7. Amendment of the Articles of Association of the Company.
  8. Report on the use of Proceeds of Bonds.
  9. Approval of Changes of the Compositions of the Company’s Management.

 

 

  1. Members of the Board of Directors and the Board of Commissioners of the Company who are present at the Meeting are as follows :

 

Board of Directors:

  1. President Director                                                                                                                          : I Gusti Ngurah Putra         
  2. Director of Finance                                                                                       : Haris Gunawan      
  3. Director of Business Development & Quality, Safety, Health, and Environment    : Fery Hedriyanto
  4. Director of  Human Capital Management & System Development                       : Hadjar Seti Adji
  5. Director of Operation I                                                                                  : Didit Oemar Prihadi
  6. Director of Operation II                                                                                : Bambang Rianto
  7. Director of Operation III                                                                               : Gunadi

         

 

Board of Commissioners:

  1. President Commissioner                                                                                                             : Badrodin Haiti
  2. Independent Commissioner                                                                          : Viktor S Sirait
  3. Independent Commissioner                                                                          : Muradi
  4. Independent Commissioner                                                                          : Muhammad Aqil Irham
  5. Commissioner                                                                                             : Robert Leonard Marbun
  6. Commissioner                                                                                             : Danis Hidayat Sumadilaga
  7. Commissioner                                                                                             : R. Agus Sartono

 

  1. The Meeting was attended by 10.651.899.886 shares including Series A Dwiwarna Share, which have valid voting rights or equal to approximately 78,47% of the total shares with valid voting rights issued by the Company.

 

  1. In the Meeting, the opportunity is given to ask questions and/or give opinions related to each Meeting’s agenda, except for the Eighth Agenda because it is only report.

 

  1. There were 2 shareholders who asked questions concerning the First agenda of the Meeting, 1 shareholder who asked questions concerning the Second agenda of the Meeting, and also 1 shareholder who asked questions concerning the Ninth agenda of the Meeting. Whereas at the other Meeting agenda, no one raised a question and/or gave opinion.

 

  1. The mechanism of resolution making during the Meeting was as follows :
  • The mechanism of resolution making during the Meeting with regards to Article 25 paragraph (15) of the Company’s Articles of Association were made by deliberation to reach concensus. Pursuant to Financial Services Authority Regulation No. 15/POJK.04/2020 concerning the Planning and Implementation of General Meeting of the Shareholders of Public Company (“POJK No. 15/2020”), electronic proxy can be given through eASY.KSEI, resolution making during the meeting were made through voting. Resolution were not made on the Eighth Meeting Agenda because it is only report;
  • If the Shareholders with valid voting rights wish to abstain (not giving any vote) during the Meeting, thus said Shareholder is considered to vote the same with the majority of Shareholders’ vote.

 

  1. Voting and percentage of Meeting resolutions from all shares with voting rights who present at the Meeting are :

 

Agenda

Approve

Against

Abstain

Total Approve Votes

1st Agenda

10.524.839.446 votes or approximately 98,81%

85.600 votes or approximately 0,0008%

126.974.840 votes or approximately 1,19%

10.651.814.286 votes or approximately 99,99%

2nd Agenda

10.323.641.753 votes or approximately 96,92%

85.600 votes or approximately 0,0008%

328.172.533 votes or approximately 3,08%

10.651.814.286 votes or approximately 99,99%

3rd Agenda

10.466.240.658 votes or approximately 98,26%

 

84.041.195 votes or approximately 0,79%

101.618.033 votes or approximately 0,95%

10.567.858.691 votes or approximately 99,21%

4th Agenda

10.550.171.153 votes or approximately 99,04%

108.700 votes or approximately 0,001%

101.620.033 votes or approximately 0,95%

10.651.791.186 votes or approximately 99,99%

5th Agenda

10.041.817.466 votes or approximately 94,27%

508.462.487 votes or approximately 4,77%

101.619.933 votes or approximately 0,95%

10.143.437.399 votes or approximately 95,23%

6th Agenda

10.550.173.653 votes or approximately 99,04%

108.100 votes or approximately 0,001%

101.618.133 votes or approximately 0,95%

10.651.791.786 votes or approximately 99,99%

7th Agenda

10.118.849.386 votes or approximately 94,99%

431.429.167 votes or approximately 4,05%

101.621.333 votes or approximately 0,95%

10.220.470.719 votes or approximately 95,95%

9th Agenda

9.977.140.466 votes or approximately 93,66%

573.136.987 votes or approximately 5,38%

101.622.433 votes or approximately 0,95%

10.078.762.899 votes or approximately 94,62%

 

  1. The Meeting resolutions substantially are as follows :

The First Agenda :

  1. To approve the Annual Report of the Company including the Supervision Task Report which has been conducted by the Board of Commissioners for the financial year of 2019, and to ratify the Consolidated Financial Report of the Company for the financial year of 2019 which has been audited by Public Accountant Firm (KAP) Amir Abadi Jusuf Aryanto, Mawar & Rekan – member of RSM global firm based on Report  00427/2.1030/AU.1/03/0572-2/1/IV/2020 dated April 21st, 2020 with the opinion fair in all material aspects.
  2. To ratify the Annual Report of Partnership and Community Development Program for the financial year of 2019, that has been audited by Public Accountant Firm (KAP) Amir Abadi Jusuf Aryanto, Mawar & Rekan – member of RSM global firm based on Report  Number  00198/2.1030/AU.2/12/0572-2/1/III/2020 dated March 24th, 2020 with the opinion fair in all material aspects.
  3. To provide a complete acquittal and discharge (volledig acquit et de charge) to all members of the Board of Directors and the Board of Commissioners for management and supervision actions carried out during the financial year of 2019 , to the extent that such actions is not criminal acts and such actions are reflected in the Annual Report, the Consolidated Financial Report and the Annual Report of Partnership and Community Development Program of the Company for financial year of 2019.

 

The Second Agenda :

Determine the appropriation of Net Profit Attributable to Owners of the Parent Entity of the Company for the Financial Year of 2019 in the amount of Rp938.142.364.887,- as follows:

  1. In the amount of 5% or equal to Rp46.907.502.471,- is determined as cash dividend distributed to the Shareholders, that will be distributed with the following provisions :
  • The dividend of the Republic of Indonesia for ownership of 66.04% of the shares is Rp30.975.850.788,- will be paid to public treasury.
  • For the ownership or 33,96% of public share or amounting Rp15.931.651.683,- will be distributed to the Shareholder according to their respective ownership.
  • In the amount of 95% or Rp891.234.862.416,- as retained earning which its utilization has not been determined yet.
  1. To grant the authority and power of attorney to the Board of Directors of the Company with the substitution rights to further regulate the procedures and implementation of the cash dividend distribution pursuant to the applicable provisions, including to rounding up for payment of dividends per share.

 

The Third Agenda:

  1. To approve the re-appointment of the Public Accounting Firm (KAP) of Amir Abadi Jusuf Aryanto, Mawar & Rekan to conduct audit services on the Consolidated Financial Statements of the Company and the Financial Statement of Partnerships and Community Development Program (PKBL) for the financial year ended on December 31st, 2020.
  2. To grant the authority to the Board of Commissioners of the Company to determine the amount of audit services fees, to add the required scope of work and other reasonable requirements for the public accounting firm.
  3. To grant the authority and power to the Board of Commissioners by obtaining prior written approval from Series A Dwiwarna Shareholder to determine the substitute of Public Accountant Firm in case of Public Accounting Firm (KAP) of Amir Abadi Jusuf Aryanto, Mawar & Rekan due to any reason can not complete the audit of Consolidated Financial Statements of the Company and  theFinancial Statement of the Company's Partnership and Community Development Program (PKBL) for the Financial Year of 2020, including the determination of the amount of audit services fees and the other requirements for said substitute of Public Accountant Firm.
  4. To grant the authority and power to the Board of Commissioners by obtaining prior written approval from Series A Dwiwarna Shareholder to determine Public Accountant Firm to conduct audit service of Consolidation Audited Financial Statement for other period in the financial year of 2020 for the Company’s purposes and interests.

 

The Fourth Agenda :

  1. To grant the authority and power of attorney to Series A Dwiwarna Shareholder to determine the amount of bonus for the Financial Year of 2019, and to determine the honorarium, benefits, facilities and other incentives for members of the Board of Commissioners for Year of 2020.
  2. To grant the authority and power of attorney to the Board of Commissioners by obtaining prior written approval from Series A Dwiwarna Shareholder to determine the amount of bonus for the Financial Year of 2019, and determine salaries, benefits, facilities and other incentives for the Board of Directors for Year of 2020.

 

    The Fifth Agenda :

To approve the granting of security in the form of Company assets for debt which constitutes more than 50% (fifty per cent) of the Company’s net assets, in 1 (one) or more transactions, either related or separate transactions, at present or in the future, in terms of obtaining facilities which will be received by the Company from Bank, Non-Bank Financial Institutions, and Public, and to grant the authority to the Board of Directors to do all actions regarding said security of the Company’ assets, until the General Meeting of Shareholders determine otherwise and pursuant to the prevailing laws and regulations.

 

    The Sixth Agenda          :

Inaugurate the enforcement of the SOE Ministry Regulation PER-08/MBU/12/2019 concerning General Guidelines of Goods and Services Procurement of State Owned Enterprise, and it amendments in the future.

 

 

    The Seventh Agenda :

  1. To approve the amendment of Article 3 of the Company's Articles of Association.
  2. To approve to re-arrange all provisions in the Articles of Association in connection with said amendment.
  3. To grant the power and authority to the Board of Directors with the right of substitution to take all necessary actions related to the resolution of the agenda of the Meeting, including to draft and to restate all Articles of Association in a Notary deed and to submit to the competent authority to obtain approval and/or receipt of notification regarding amendments of the Articles of Association of the Company, and to conduct all neccesary and useful actions for such purpose and nothing being excluded, including to make additions and/or changes in the amendment to the Articles of Association if it is required by the competent authority.

 

The Eighth Agenda :

The Board of Directors of the Company submitted a realization report of the utilization of proceeds from Shelf Public Offering of Bonds as required by Article 6 paragraph (1) and paragraph (2) of Financial Services Authority Regulation No. 30/POJK.04/2015 concerning Realization Report on the Utilization of Funds from Public Offering, for the following public offerings :

  1. Bond Shelf Public Offering III Phase III of 2018; and
  2. Bond Shelf Public Offering III Phase IV of 2019.

 

 

The Ninth Agenda : 

  1.  To dismiss with respect of the following names as the Company’s members of the Board of Directors :
  • Mr. I Gusti Ngurah Putra as President Director;
  • Mr. Haris Gunawan as Director of Finance;

who were appointed respectively by the GMS resolution for the financial year of 2017 dated April 6th 2018 as the the closing of this Meeting, with gratitude for the given contribution of works and insights while serving as a Member of Board of Director of the Company.

 

  1. To appoint the following names as the Company’s members of the Board of Directors :
  • Mr. Destiawan Soewardjono as President Director;
  • Mr. Taufik Hendra Kusuma as Director of Finance.

 

  1. To dismiss with respect of the following names as the Company’s members of the Board of Commissioners :
  • Mr. Danis Hidayat Sumadilaga as Commissioner;
  • Mr. R. Agus Sartono as Commissioner;
  • Mr. M. Aqil Irham as Independent Commissioner;
  • Mr. Viktor S. Sirait as Independent Commissioner;

who were appointed respectively by the GMS resolution for the financial year of 2014 dated April 24th, 2015 as of the closing of this Meeting, with gratitude for the given contribution of works and insights while serving as a Member of Board of Commissioners of the Company.

 

  1. To transfer the assignment of Mr. Badrodin Haiti who was appointed by the Extraordinary GMS resolution year of 2016 dated November 25th, 2016 from formerly President Commissioner to become President Commissioner concurrently Independent Commissioner, with term of offcie by continuing the remaining term of the tenure pursuant to GMS Resolution at the time of their appointment

 

  1. To appoint the following names as the Company’s members of the Board of Commissioners:
  • Mr. Danis Hidayat Sumadilaga as Commissioner;
  • Mr. M. Fadjroel Rachman as Commissioner;
  • Mr. Bambang Setyo Wahyudi as Independent Commissioner;
  • Mr. Viktor S. Sirait as Independent Commissioner.

 

  1. The termination of the appointed Board of Directors and Board of Commissioners' members as referred in number 2 and number 5 is in accordance with the provisions of the Articles of Association pursuant to the prevailing laws and regulations in the Capital Market and without reducing the GMS's right to terminate them at any time.

 

  1. With the dismissal and appointment of the Board of Directors' Members, as referred in number 1 and 2, and dismissal, transfer of assignment and appointment of members of the Board of Commissioners as referred in number 3, number 4 and number 5, the structure of the Board of Directors and Board of Commissioner's Member of the Company are as follows :

 

  1. Board of Commissioner
  1. President Commissioner/Independent Commissioner                                     :         Badrodin Haiti
  2. Commissioner                                                                                           :         Danis Hidayat Sumadilaga
  3. Commissioner                                                                                           :         M. Fadjroel Rachman
  4. Commissioner                                                                                           :         Robert Leonard Marbun
  5. Independent Commissioner                                                                        :         Bambang Setyo Wahyudi
  6. Independent Commissioner                                                                        :         Muradi
  7. Independent Commissioner                                                                        :         Viktor S. Sirait

 

  1. Board of Director
  1. President Director                                                                                     :         Destiawan Soewardjono
  2. Director of Finance                                                                                    :         Taufik Hendra Kusuma
  3. Director of Human Capital Management & System Development                     :         Hadjar Seti Adji
  4. Director of Business Development & Quality, Safety, Health and Environment  :         Fery Hendriyanto
  5. Director of Operation I                                                                               :         Didit Oemar Prihadi
  6. Director of Operation II                                                                              :         Bambang Rianto
  7. Director of Operation III                                                                             :         Gunadi

 

  1. The appointed members of the Board of Directors and the Board of Commissioners as referred in number 2 and number 5, if they still hold other positions that are prohibited under prevailing laws and regulations to be held by the Board of Directors and the Board of Commissioners of State Owned Enterprises, the concerning person shall resign or be dismissed from his/her position.

 

  1. To grant the power of attorney with the right of substitution to the Board of Directors of the Company to state the Meeting's resolution in the form of a Notary deed and to appear before a Notary or authorized officer, and to make adjustments or necessary amendments if required by the authorized officer for the purpose of implementing the Meeting resolution.

 

 

SCHEDULE AND PROCEDURE FOR THE DISTRIBUTION OF CASH DIVIDEND

 

Subsequently in accordance with the the Second Meeting Agenda resolution as mentioned above where the Meeting has decided to make a cash dividend payment from the Company's net profit for Financial Year of 2019 in the amount of Rp46.907.502.471 or in the amount of Rp3,4557 per shares that will be distributed to 13,573,951,000 shares of the Company, therefore the schedule and procedure for cash dividends distribution for the financial year of 2019 are as follows::

 

  1. Schedule of the Cash Dividend Distribution

 

No.

REMARKS

DATE

1.

The End of Stock Trading Period With Dividend Right (Cum Dividen)

  • Regular and Negotiation Market
  • Cash Market

 

15 June 2020

17 June 2020

2.

The Beginning of Stock Trading Period Without Dividend Right (Ex Dividen)

  • Regular and Negotiation Market
  • Cash Market

 

16 June 2020

18 June 2020

3.

Date of Register of Shareholders entitled to Dividend (Recording Date)

17 June 2020

4.

Date of Cash Dividend Payment

9 July 2020

 

  1. Procedure for the Cash Dividend Payment

 

  1. Cash Dividend will be distributed to shareholders whose names are listed in the Company’s Shareholders Register (DPS) or Recording Date on 17 June 2020 and/or company shareholders in the securities sub account at the Indonesian Central Securities Depository (KSEI) at closing of trading on 17 June 2020.

 

  1. For shareholders whose shares are in KSEI's collective custody, the payment of cash dividend will be made through KSEI and will be distributed to the account of the Securities company and/or Custodian Bank on 9 July 2020. Whereas for shareholders whose shares are not in KSEI's collective custody, the payment of cash dividends will be transferred to the shareholder's account.

 

  1. The cash dividend will be taxed in accordance with the applicable tax laws and regulations. The amount of tax charged will be borne by the relevant shareholder and deducted from the amount of cash dividends that are the right of the relevant Shareholders.

 

  1. For shareholders who are Domestic Taxpayers in the form of Legal Entity who have not listed their Taxpayer Identification Number (NPWP), are requested to submit their NPWP to KSEI or the Securities Administration Bureau PT Datindo Entrycom (BAE) at Jl. Hayam Wuruk No.28, 2nd floor, Jakarta 10120 no later than 17 June 2020 at 16.00 WIB. Without the inclusion of NPWP, cash dividends that are paid to the Domestic Taxpayer will be subject to PPh rate 100% higher than of the normal rate.

 

  1. Shareholders who are Foreign Taxpayers whose tax deductions will use tariffs based on Double Tax Avoidance Agreements (P3B) have to fulfill the requirements of the Director General of Taxes Regulation No.PER-25/PJ/2018 concerning Procedures for Implementing the Approval of Double Tax Avoidance and submit DGT/SKD form that has been uploaded in Directorate of General Taxation website to KSEI or BAE according to KSEI’s rules and regulations, without the relevant document, the cash dividend that is paid will be subject to PPh as stated under Article 26 in the amount of 20%.

 

  1. For Shareholders whose shares are in the collective custody of KSEI, the evidence of dividend tax deduction can be collected at the Securities Company and/or Custodian Bank where the Shareholders open their securities account and for script Shareholders can be collected at BAE.

 

Jakarta, 9 June 2020

Board of Director