SUMMARY OF MINUTES OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT SEMEN BATURAJA (PERSERO) Tbk
The Board of Directors of PT Semen Baturaja (Persero) Tbk (hereinafter referred as the “Company”), hereby announces that the company has convened the Annual General Meeting of Shareholders (hereinafter referred as the “Meeting”) on March 24, 2014 at Intercontinental Hotel Ballroom – Jakarta.
The Meeting was convened With the following agenda :
1. In The First Meeting Agenda
- Approved the Company’s Annual Report including the Report of BOC’ Supervisory that has been implemented by the BOC for the Financial year ended on 31 December 2013, and ratified the Financial Report of the Company for the Financial year ended on December which has been audited by Doli, Bambang, Sulistiyanto, Dadang & Ali Public Accountant Office as containing in the Report Nomor: R.1.1/004-GA/02/14 on February 14, 2014, with unqualified opinion “Fairly, in all material respects”.
The Approval of the Company’s Annual Report including the Report of BOC’ Supervisory and ratified the Financial Report of the Company for Financial year ended in 2013 and 2012, the Meeting grants full release and discharge of responsibility (volledig acquit et de charge) to the members of the BOD and the BOC for their management and supervision actions during the financial year ended in 2013, as long as such action are not considered as criminal actions.
- b. Approved Annual Report on the Partnership and Community Development Program ( Program Kemitraan dan Bina Lingkungan (PKBL)), including the report of BOC’ Supervisory ended in 2013, and ratified Financial Report of the Annual Report on the Partnership and Community Development Program (Program Kemitraan dan Bina Lingkungan (PKBL)) year ended in 2013 and 2012 which has been audited by Doli, Bambang, Sulistiyanto, Dadang & Ali Public Accountant Office as containing in the Report Nomor: R.1.1/004-PKBL/02/14 on February 14, 2014 with unqualified opinion “Fairly, in all material respects”.
Ratified Annual Report on the Partnership and Community Development Program ( Program Kemitraan dan Bina Lingkungan (PKBL)), including the report of BOC’ Supervisory year ended in 2013, the Meeting grants full release and discharge of responsibility (volledig acquit et de charge) to the members of the BOD and the BOC for their management and supervision actions during the financial year ended in 2013, as long as such action are not considered as criminal actions.
2. In The Second Meeting Agenda
- Approved and determined the distribution of the Net Profit of the Company for financial year of 2013, as follows :
a) 25% of the Company’s net profit in the amount IDR 78.045.958.950,61 shall be distributed to Indonesia’s government with portion 76,24% or IDR 59.500.286.793,23 and 23,76% for Public or IDR 18.545.672.157,38
b) Reserve of 75% of net income or Rp 234,137,876,851.82.
- Grants the full power and authority with the right of substitution to the BOD to arrange the payment procedures and execution of the distribution of the Cash Dividend in accordance with applicable regulations.
3. In The Third Meeting Agenda
Provide Authority and power to the BOC with prior approval from the holder of series A Dwiwarna share to determine the amount of tantiem given to members of BOD and BOC who served during the Financial year 2013 and to determine the salaries, honoraria, and other benefit, including benefits and facilities for member of the BOD and BOC for 2014.
4. In The Fourth Meeting Agenda
- Determine Doli, Bambang, Sulistiyanto, Dadang & Ali Public Accountant Office to audit Financial Report of The Company and the Annual Report on the Partnership and Community Development Program year ended for 2014.
- Grants the full power and authority to BOC :
a. Determine additional scope of work for the Public Accountant Office which has been appointed, to the extent necessary for the specific actions of the Company; and
b. Determining the amount of audit fee and other reasonable requirements for Public Accountant Office.
5. In The fIfth Meeting Agenda, The Board Of Director announce report of Usage results Initial Public Offering in 2013.
6. In The Sixth Meeting Agenda, The Board of Commissioners has reported that the implementation of the MESOP program was approved at the Extraordinary General Meeting of Shareholders on March 14, 2013.
SCHEDULE OF CASH DIVIDEND PAYMENT FOR THE FINANCIAL YEAR 2013 : :
|Cash Dividend for Financial Year 2013 by Rp.7,9334 per share.|
|The end of the trading period with the Dividend Right Shares (Cum Dividend) – Regular Market and negotiable market – cash market|
April 15, 201 4 – April 21, 2014
|Ex Dividend in Regular Market and Cash Market negotiable.||April 16, 2014 – April 22, 2014|
|The Date of Registered Shareholders who entitled to receive cash devidend (Recording Date).||April 21, 2014|
|Cash Dividend Payment for Financial Year 2013.||May 5, 2014|
|Distribution of Dividend Withholding Tax.||May 26, 2014|
Procedures of Cash Dividen Payment 2013 :
- The cash dividend shall be paid to the shareholders whose names are registered in the Company’s Register of Shareholders and/or in the sub securities account with PT Kustodian Sentral Efek Indonesia (KSEI) on April 21, 2014 (recording Date).
- Shareholders whose shares are registered in the collective custodian of KSEI, cash dividend payments conducted through KSEI and will be distributed to account of securities company and/ or custodian bank on May 5, 2014. Evidence of dividends cash payment will be delivered by KSEI to shareholders through Securities Company and/ or CustodianBank where Shareholders open his account. To shareholders whose shares are not included in the collective custody of KSEI the dividend cash payment will be transferred to the account of the Shareholders.
- Cash dividends will be taxed in accordance with the applicable tax laws and regulations. The amount of tax will be charged to Shareholders and deducted from the amount of cash dividends whose being The rights of Shareholders.
- Shareholders who are domestic taxpayers in the form of a legal entity which has not included a Taxpayer Identification Number (“NPWP”) required to submit NPWP to KSEI or the Registrar Securities Administration ( “ BAE ” ) / PT Datindo Entrycom (“BAE”) at Puri Datindo – Wisma Sudirman, Jl. Jend. Sudirman Kav. 34, Jakarta 10220 no latter than May 21, 2014 at 16.00 pm. Withoutthe inclusion of NPWP,cash dividends paid to domestic taxpayers will be subject to income tax by 30%.
- 5. Shareholders who are Foreign Taxpayers whose tax deduction will be based on avoidance of double taxation agreement (“P3B”) shall comply with the requirements of article 26 of Law No. 36 Year 2008 concerning Four Amendement towards Law No. 7 Year 1983 concerning Income Tax and submission of DGT-1 or DGT-2 form which will be legalized by the Tax Officefor Liste Companies to KSEI or BAE no later than April 24 , 2015 (5 days prior to the date of dividends payments). In the absence of such documents, the cash dividend paid will be subject to income tax article 26 amounting to 20%
- Shareholders whose shares in KSEI collective custody, evidence dividend withholding tax may be taken at the securities company and / or custodian bank where shareholders open securities account and shareholders of script taken at BAE starting on May 26, 2014.
Jakarta, March 26, 2014
PT Semen Baturaja (Persero) Tbk
Board Of Director