The Board of Directors of PT Avia Avian Tbk. (the “Company”), domiciled in Sidoarjo Regency, hereby announces that the Company has held the Extraordinary General Meeting of Shareholders (the “Extraordinary GMS”), with a summary of the minutes of the Extraordinary GMS as follows:
A. Day/Date, Time, Place and the Extraordinary GMS:
Day/Date Time Place Mechanism
: : : :
Friday / 22 April 2022
12.17 pm WIB – 12.42 pm WIB
Meeting Room of Avian Brands Building, Ahmad Yani Street No. 317, Surabaya, 60234, East Java, Indonesia Electronic Extraordinary GMS through the eASY.KSEI application
With the Extraordinary GMS Agenda as follows:
Approval on Amendments to:
a. Article 11 paragraph 10 of the Company’s Articles of Association concerning the Amendment to the Summons for the GMS and the Rights of Shareholders;
b. Article 13 paragraph 1, Article 13 paragraph 12 and Article 13 paragraph 13 of the Company’s Articles of Association concerning the Board of Directors; and
c. Article 16 paragraph 15 letter d and Article 16 paragraph 16 of the Company's Articles of Association concerning the Board of Commissioners.
B. The Members of Board of Directors and the members of Board of Commissioners of the Company present at the Extraordinary GMS
Board of Commissioners
President Commissioner : HERMANTO TANOKO
Independent Commissioner : Drs. MOHAMMAD NOOR RACHMAN SOEJOETI, MA (participating in the Extraordinary GMS electronically through the eASY.KSEI application) Board of Directors
President Director : WIJONO TANOKO Vice President Director : RUSLAN TANOKO
Director : ROBERT CHRISTIAN TANOKO
Director : KURNIA HADI SINANTO
C. Attendance of the Shareholders at the Extraordinary GMS
The Extraordinary GMS was attended by a number of 60,132,684,379 shares with valid voting rights or 97.0609% of 61,953,555,600 shares, which are all shares issued by the Company.
D. Opportunity to Raise Question and/or Opinion
In the Extraordinary GMS, the shareholders and/or the shareholders’ proxies are given the opportunity to ask questions and/or provide opinions regarding Extraordinary GMS agenda.
E. The Mechanism for Adopting the Resolutions at the Extraordinary GMS
The Extraordinary GMS resolutions are taken based on deliberation for consensus. In the event that deliberation for consensus is not reached, the resolution will be adopted by voting.
F. Voting Result and Number of Questions at the Extraordinary GMS Agenda Agree Disagree Abstain Question
1. 60,122,646,279 100 10,038,000 -
In accordance with the Rules of Conduct of the Meeting, the abstention vote will be deemed to have cast the same vote as the majority of the Shareholders who cast votes, so that the agrees vote of the Extraordinary GMS Agenda was 60,132,684,279 shares.
G. Adopted Resolutions of the Extraordinary GMS
I. Approved the Amendment to Article 11 paragraph 10 of the Company’s Articles of Association concerning the Rectification of the Invitation of the GMS and the Rights of Shareholders, to be reads as follows:
Article 11
10. a. If the change in information regarding the date of holding the GMS and/or the addition of the agenda for the GMS is not made due to the Company’s fault or on the orders of the Financial Services Authority, the provision for the obligation to make a re-invitation is not applicable, as long as OJK does not order to make a re-invitation. The provisions of the media and the submission of invitation of the GMS as referred to in paragraph 5 of this Article mutatis mutandis applies to the media and the submission of rectification of the invitation of the GMS.
b. The shareholders have the following rights:
(i) The shareholders either on its own or represented based on a power of attorney shall be entitled to attend the GMS.
(ii) The shareholders may be represented by other shareholder or a third party with a power of attorney with due observance to the prevailing laws and regulations.
(iii) In the GMS, every share shall give the rights to its holder to cast 1 (one) vote.
(iv) The shareholders who are entitled to attend the GMS shall be shareholders
whose names are listed in the Company’s Shareholders Register 1 (one) business day prior to the invitations of the GMS.
(v) In the event of rectification of the invitation as referred to in paragraph 9 of this Article, the shareholders who are entitled to attend the GMS are the shareholders whose names are listed in the Shareholders Register 1 (one) business day prior to the rectification of the invitation of the GMS.
II. Approved the Amendment to Article 13 paragraph 1, Article 13 paragraph 12 and Article 13 paragraph 13 of the Company’s Articles of Association concerning the Board of Directors, to be reads as follows:
Article 13
1. The Company shall be managed and led by the Board of Directors, consisting of a minimum of 3 (three) members of the Board of Directors, one of them shall be appointed as the President Director, if necessary one or more shall be appointed as Vice President Directors, and the others are appointed as Directors, with due observance of the prevailing laws and regulations in the Capital Market sector.
12. In the event of a member of the Board of Directors resigns resulting in the number of members of the Board of Directors being less than 3 (three) people, then the resignation is valid when it is already determined by the GMS and a new member of the Board of Directors is already appointed, thus fulfilling the minimum requirements for the number of members of the Board of Directors.
13. In the event of the Company does not hold the GMS within the period as referred to above, then with the past of that period the resignation of a member of the Board of Directors becomes effective, provided that if the resignation results in the number of members of the Board of Directors being less than 3 (three) people, then the resignation is valid if it is approved by the GMS and a new member of the Board of Directors is already appointed, thus fulfilling the minimum requirements for the number of members of the Board of Directors.
Accountability can be requested against a member of the Board of Directors who resigns from the date of his appointment until the date of his resignation.
III. Approved of Amendment to Article 16 paragraph 15 letter d and Article 16 paragraph 16 of the Company’s Articles of Association concerning the Board of Commissioners, to be reads as follows:
Article 16
15. d. In the event of a member of the Board of Commissioners resigns resulting in the number of members of the Board of Commissioners being less than 2 (two) people, then the resignation is valid when it is already determined by the GMS and a new Board of Commissioners is already appointed, thus fulfilling the minimum requirements for the number of members of the Board of Commissioners.
16. In the event of the Company does not hold the GMS within the period as referred to above, then with the past of that period the resignation of a member of the
Board of Commissioners becomes effective, provided that if the resignation results in the number of members of the Board of Commissioners being less than 2 (two) people, then the resignation becomes effective if it is approved by the GMS and a new member (member) of the Board of Commissioners is already appointed, thus fulfilling the minimum requirements for the number of members of the Board of Commissioners. Accountability can be requested against a member of the Board of Commissioners who resigns from the date of his appointment until the date of his resignation.
Sidoarjo Regency, 25 April 2022 PT AVIA AVIAN TBK.
Board of Directors