ANNUAL GENERAL MEETING OF SHAREHOLDERS PT AVIA AVIAN TBK
G. Adopted Resolutions of the Annual GMS First Agenda
I. Accepted and approved the Annual Report of the Company for financial year ended on 31 December 2021 and ratified the Audited Consolidated Financial Statements of the Company and the Subsidiaries for financial year ended on 31 December 2022 which has been audited by Public Accounting Firm of Purwantono, Sungkoro, &
Surja (“member of firm of Ernst & Young Global Limited”) with fair without modification opinion as stated in its report No. 00232/2.1032/AU.1/04/0685-1/1/III/2022 dated 16 March 2022; and
II. Accepted and approved the Report of Supervisory Duties of the Board of Commissioners for financial year ended on 31 December 2021 and grant of full release and discharge of liability (acquit et de charge) to all members of the Board of Directors and the Board of Commissioners of the Company, for the management and supervisory actions during the 2021 financial year provided that those actions are reflected in the Annual Report, and the Financial Statements of the Company for financial year ended on 31 December 2021, except for fraudulent, embezzlement or other criminal acts.
Second Agenda
I. Determining that according to the Company’s Audited Consolidated Financial Statements as of 31 December 2021, the Company’s net profits is amounted to Rp1,434,551,222,696.- (one trillion four hundred thirty four billion five hundred fifty one million two hundred twenty two thousand six hundred ninety six Rupiah (“Net Profits for 2021”).
II. Appropriating the Company’s Net Profits for 2021 as follows:
1. an amount of Rp1,195,628,444,800.- (one trillion one hundred ninety five billion six hundred twenty eight million four hundred forty four thousand eight hundred Rupiah) or Rp20.55.- (twenty point fifty five Rupiah) per share will be distributed as cash dividends for the financial year ended on 31 December 2021 to the shareholders entitled to receive cash dividends, where the amount of cash dividends include the interim dividends, with the following explanation:
(i) To ratify the distribution of interim dividends for the 2021 financial year from the Net Profits for 2021 (before the Initial Public Offering) in the amount of:
i. approximately Rp7.17.- (seven point seventeen Rupiah) per share or Rp400,000,000,000.- (four hundred billion Rupiah) to the shareholders of the Company and the payment has been made on 9 August 2021; and ii. approximately Rp5.38.- (five point thirty eight Rupiah) per share or Rp300,000,000,000.- (three hundred billion Rupiah) to the shareholders of the Company and the payment has been made on 20 September 2021;
So the total is around Rp12.55.- (twelve point fifty five Rupiah) per share or Rp700,000,000,000.- (seven hundred billion Rupiah) to the holders/owners of 55,753,555,600 (fifty five billion seven hundred fifty three million five hundred fifty five thousand six hundred) shares of the Company;
(ii) To distribute cash dividends for the 2021 financial year from Net Profits for 2021 (after Initial Public Offering) of Rp8.- (eight Rupiah) per share or Rp495,628,444,800.- (four hundred ninety five billion six hundred twenty eight million four hundred forty four thousand eight hundred Rupiah) to the holders/owners of 61,953,555,600 (sixty one billion nine hundred fifty three million five hundred fifty five thousand six hundred) shares of the Company, with due observance of the prevailing laws and regulations including the applicable tax regulations;
As regards such dividend payments, the following terms and conditions shall apply:
a. the remaining dividends for the 2021 financial year will be paid out for each share issued by the Company as recorded in the Company’s Register of
Shareholders as at the record date, which will be determined by the Board of Directors;
b. as regards the payments of the remaining dividends for the 2021 financial year, the Board of Directors shall withhold tax on such dividends in accordance with the tax regulations in force;
c. the Board of Directors is granted the power and attorney to stipulate any matters concerning the payment of the remaining dividends for the 2021 financial year, including (but not limited to):
- stipulating the record date as referred to in letter a to determine the shareholders of the Company eligible to receive payments on the remaining dividends for the 2021 financial year; and
- stipulating the date of payment of the remaining dividends for the 2021 financial year and any other technical matters with due observance of the regulations of the Stock Exchange where the Company’s shares are listed;
2. an amount of Rp12,000,000,000.- (twelve billion Rupiah), allocated and recorded as reserve fund;
3. the remaining of the Net Profits for 2021 is recorded as retained earnings that have not yet been determined.
III. Approved to give full authority and power to the Board of Directors of the Company with the right of substitution to take all necessary actions in connection with the resolution, one and another thing without any exceptions.
Third Agenda
I. delegate authority to the Company’s Board of Commissioners to appoint a Registered Public Accountant and/or Registered Public Accounting Firm in Indonesia that will conduct an audit of the Company’s Consolidated Financial Statements for the financial year ending 31 December 2022, by taking into account the recommendation of the Audit Committee, provided that the Public Accountant and/or the Public Accounting Firm is registered in the Financial Services Authority, has a good reputation and has no conflict of interest with the Company and its affiliates;
II. grant authority to the Company’s Board of Directors to determine honorarium of the Registered Public Accountant and/or Registered Public Accounting Firm as well as its appointment terms.
Fourth Agenda
To grant power and authority to the Company's Board of Commissioners:
1. to determine the salary/honorarium and other allowances for members of the Board of Commissioners and Board of Directors of the Company for the year 2022 through the Meeting of the Board of Commissioners; and
2. to determine the amount of distribution among members of the Board of Commissioners and members of the Board of Directors;
by taking into account the recommendations of the Nomination and Remuneration Committee, the provisions of the Articles of Association and the applicable rules and regulations.
Fifth Agenda
The Fifth Agenda is only a Report in connection with the Realization of the Use of Proceeds from the Initial Public Offering, so no voting/approval from the Meeting is conducted.
Sidoarjo Regency, 25 April 2022 PT AVIA AVIAN TBK.
Board of Directors