SUMMARY OF THE SECOND ANNUAL GENERAL MEETING OF SHARESHOLDERS (“THE SECOND AGM”) PT TRUBA ALAM MANUNGGAL ENGINEERING TBK (“THE COMPANY”)
[13 July 2017]

Summary of

The Second Annual General Meeting Of Sharesholders (“The Second AGM”)

PT Truba Alam Manunggal Engineering Tbk (“The Company”)

 

Based on stipulation of Article 34 Financial Service Authority Regulation (OJK) No.32/POJK.04/2014 dated 8 December 2014 concerning Plan and Organization General Meeting of Shareholder Public Company, herewith we announce summary of The Second AGM’s minutes of the Company, which held in Century Park Hotel Jakarta, on 11 July 2017 at 10.40 a.m. resulting some matters below:

Member of the Board of Directors and Board of Commissioners in The Second AGM are:

Board of Directors :

President Director                        : IR. SJAIFUL BACHRI HARAHAP

Director                                      : HADISUNARDI OSCAR

Director                                      : HAPOSAN SAMOSIR PAKPAHAN

 

Board of Commissioners :

President Commissioner                : SISWANTO

Independent  Commissioner           : MARSUL SIREGAR

 

Quorum of attendance :

The Second AGM attended and represented as 7.121.294.376 (seven billion one hundred and twenty-one million two hundred ninety four thousand three hundred and seventy-six) shares from 15.799.456.267 (fifteen billion seven hundred and ninety nine million four hundred and fifty-six thousand two hundred and sixty seven) shares, which all of shares with valid voting right.

Question and Answer:

  1. For every Meeting Agenda, shareholders are allowed to ask based on Meeting Agenda in The Second AGM.
  2. Amount of Shareholders or their Attorney which submit some queries:
    1. The First Meeting Agenda            :   1 (one)
    2. The Second Meeting Agenda        :   n/a
    3. The Third Meeting Agenda           :   n/a
    4. The Fourth Meeting Agenda         :   n/a

 

Mechanism of Decision-Making in The Second AGM

All decision taken based on deliberation to reach consensus. In the event it can’t reach consensus, decision taken by voting mechanism.

The Result of Voting Mechanism in The Second AGM

Agenda

Abstain

Disagree

Agree

Total Agree

Ke-1

0

0

7.121.294.376

7.121.294.376

Ke-2

0

3.264.500

7.118.029.876

7.118.029.876

Ke-3

0

0

7.121.294.376

7.121.294.376

Ke-4

0

251.520.500

6.869.773.876

6.869.773.876

Decision of The Second AGM:

The First Agenda

Approval and Ratification of Annual Report of the Company within the financial year ended on 31 (thirty one) December 2016 (two thousand sixteen), including the Annual Report of Board of the Directors and Supervisory Report of the Board of Commissioners, and also to approve and to affirm Balance Sheet, Profit and Loss Calculation of the Company within the financial year ended on 31 (thirty one) December 2016 (two thousand sixteen), which audited by Public Accountant Liasta, Nirwan, Syafruddin  & Rekan, based on the report dated 30 (thirty) March 2017 (two thousand seventeen) number 36/LNS-01/III/17 and provide a complete liberation and acquittal (acquit et de charge) to the Board of Directors for their management duty, and the Board of Commissioners of the Company for their supervisory duty, as long as do not against to the prevailing laws and regulation, and noted in the Annual Report or Company’s Book within the financial year ended on 31 (thirty one) December 2016 (two thousand sixteen);

The Second Agenda

Approval to authorize the Board of Commissioners of the Company:

  1. To appoint the Public Accountant in Indonesia following the criteria below:
    1. Registered in Financial Services Authority (OJK).
    2. Able to do the audit service based on accounting standard and follows the prevailing laws and regulations.
    3. Do not have any conflict of interest with the Company, Independent, do not involved to any legal issue with the Company, subsidiary, affiliates, holding company, Director of Commissioner of the Company.
  2. To determine the honorarium of the Public Accountant, along with other requirements.
  3. To discharge the Public Accountant/ Public Accounting Office in case the Public Accountant/ Public Accounting Office can’t do the Financial Audit based on accounting standard and prevailing laws and regulations, including Capital Market Regulations, Bapepam Regulations and/or OJK Regulations, or based on any other regulation for Company’s interest.
  4. To appoint substitute of the Public Accountant/ Public Accounting Office in case of any replacement of the Public Accountant/ Public Accounting Office based on any reason whatsoever, and also to determine any other requirements, including honorarium, with regards to appointment of the Public Accountant/ Public Accounting Office.

 

The Third Agenda

Authorization to the Board of Commissioners to determine amount of remuneration or honorarium and any other allowance for the member of Board of Commissioners, also to determine amount of remuneration or honorarium and any other allowance for the member of Board of Directors within the financial year ended on 31 (thirty one) December 2017 (two thousand seventeen), which the amounts are the same with the previous year.

The Fourth Agenda

  1. To adopt the resignation of Mr. IR. SJAIFUL BACHRI HARAHAP from his position as President Director of the Company and provide a complete liberation and acquittal (acquit et de charge) for his act during his tenure, as long as the act do not against the prevailing laws and regulations.
  2. To adopt the resignation of Mr. MARKUS BUDI SUSANTO from his position as Independent Director of the Company and provide a complete liberation and acquittal (acquit et de charge) for his act during his tenure, as long as the act do not against the prevailing laws and regulations.
  3. To appoint Mr. IR. SJAIFUL BACHRI HARAHAP as Commissioner for the following period which the rest of the other Board of Directors and Board of Commissioners active period.
  4. To dismiss Mr. HAPOSAN SAMOSIR PAKPAHAN respectfully from his position as Director of the Company and also to appoint Mr. HAPOSAN SAMOSIR PAKPAHAN as President Director of the Company for the following period which the rest of the other Board of Directors and Board of Commissioners active period.
  5. To appoint Mr. SUGIONO as Independent Director for the following period which the rest of the other Board of Directors and Board of Commissioners active period. Furthermore, since the closing of the Meeting, the composition of Board of Directors and Board of Commissioners become as follow:

          Board of Directors:

          President Director                    : Mr. HAPOSAN SAMOSIR PAKPAHAN;

          Director                                  : Mr. HADISUNARDI OSCAR;

          Independent Director               : Mr. SUGIONO;

         

          Board of Commissioners:

          President Commissioners          : Mr. SISWANTO;

          Commissioners                        : Mr.  IR. SJAIFUL BACHRI HARAHAP;

          Independent Commissioners     : Mr. IR. MASRUL SIREGAR;

  6. To authorize one of Board of Directors to declare the decision regarding the Change of Board of Directors and Board of Commissioners in a notaral deed, to authorize come the notary, to sign deed, documents or letters, and to do all things needed to reach such purpose without any limitation, and also to announce those change to the authority.

Thus we convey, thank you for your attention.

Jakarta,13 July 2017

Truba Alam Manunggal Engineering Tbk.

Board of Directors