PT Wintermar Offshore Marine Tbk (“Company”)
Announcement Summary Of Minutes Of Result Of Resolution Of The Annual General Meeting Of Shareholders 2014 And Extraordinary General Meeting Shareholders
The Board of Directors of the Company hereby announce to Shareholders of the Company that the Company has held:
I. The Annual General Meeting of Shareholders (“AGM”)
A. At:
Day/Date : Thursday / 07 May 2015 Time : 09.12 a.m until finish
Venue : Financial Hall, 2nd Floor, Financial Club Jakarta Graha CIMB Niaga,
Jalan Jend. Sudirman Kav. 58, Jakarta ‐ Indonesia
Agenda of AGM:
1. Approval of Annual Report of the Company 2014 regarding the BOD Report of the Activities of the Company, Report of Implementation of Supervisory Duty of Board of Commissioners (“BOC”) and the Approval to the Financial Report of the Company for the year ended on 31st of December 2014;
2. Determination of Utilization of Profits for 2014;
3. Appointment of Public Accountant to Audit Financial Report of the Company for Financial Year 2015; 4. Determination of Remuneration of BOC and BOD for Financial Year 2015;
B. Member of Board of Directors and Board of Commissioners of the Company who attend the AGM:
Board of Commissioners President Commissioner and
Independent Commissioner : Mr. Jonathan Jochanan Commissioner : Mr. Johnson Williang Sutjipto Commissioner : Mr. Darmawan Layanto Board of Directors
Managing Director : Mr. Sugiman Layanto Director : Mrs. Nely Layanto Director : Mr. Philippe Surrier Independent Director : Mr. H. Endo Rasdja Director : Mr. John Anderson Slack Director : Mr. Marc Peter Thomson Director : Mr. Janto Lili
Director : Mr. Arif Budi Sayoga
D. For each of the Agenda items discussed in the AGM, the Company always provided a session for Shareholders to raise their questions and / or suggestions.
E. Total of Shareholders who raised question and/or gave suggestions are:
AGM First Agenda is 2 (two) shareholders;
Third Agenda:
Approve and delegate the authority to the Board of Directors of the Company to:
1. With approval from Board of Commissioners of the Company, to appoint an Independent Public Accountant who will conduct the audit of the Financial Statements of the Company for year ended 31 December 2015 with the provision that the appointed Public Accountant is registered with the Indonesia Financial Services Authority.
2. To define the honorarium and other terms within the appointment of the said Public Accountant Office
Fourth Agenda:
Approve and delegate the authority to the Board of Commissioners to:
1.Determine the salary and honorarium along with other allowances for the Board of Commissioners and authorise the President Commissioner to determine the distribution among members of Board of Commissioners;
2.Determine salary, service fees and other allowances which will be distributed to members of Board of Directors of the Company;
II. The Extraordinary General Meeting of Shareholders (“EGM”)
A. At:
Day/Date : Thursday / 07 May 2015 Time : 09.12 a.m until finish
Venue : Financial Hall, 2nd Floor, Financial Club Jakarta Graha CIMB Niaga,
Jalan Jend. Sudirman Kav. 58, Jakarta – Indonesia;
Agenda of EGM:
1. Approval of Amendment of Articles of Association of the Company on adjustment to the terms regulated in (i) Regulation of Financial Supervisory Authority No.32/POJK.04/2014 concerning the Plan and Implementation of General Meeting of Shareholders of the Listed Company; and (ii) Regulation of Financial Supervisory Authority No.33/POJK.04/2014 concerning the Board of Directors and Board of Commissioners of Issuer and Listed Company; 2. Approval of Changing the Composition of the BOD and BOC;
3. Approval of the Amendment of Articles of Association of the Company and grant the power to the BOC of the Company to increase the Issued Capital and Paid Up Capital of the Company.
B. Member of Board of Directors and Board of Commissioners of the Company who attend the EGM:
Board of Commissioners President Commissioner and
Independent Commissioner : Mr. Jonathan Jochanan Commissioner : Mr. Johnson Williang Sutjipto Commissioner : Mr. Darmawan Layanto Board of Directors
Managing Director : Mr. Sugiman Layanto Director : Mrs. Nely Layanto Director : Mr. Philippe Surrier Independent Director : Mr. H. Endo Rasdja Director : Mr. John Anderson Slack Director : Mr. Marc Peter Thomson Director : Mr. Janto Lili
Director : Mr. Arif Budi Sayoga
voting rights issued by the Company.
D. For each of the Agenda items discussed in the EGM, the Company always provided a session for Shareholders to raise their questions and / or suggestions.
E. Total of Shareholders who raised question and/or gave suggestions are:
EGM First Agenda is 1 (one) shareholder;
124.360.946 shares or 3,8254% of all valid shares attend the EGM
reappointment.
3. Grant authorization to the Board of Directors of the Company with substitution right to declare the resolution of the Meeting related to the changes of the composition of the Board of Commissioners and Board of Directors of the Company, into a separate Notary Deed including but not limited to the report to Minister of Law and Human Rights of the Republic of Indonesia and to registered it to other authorization institution.
Third Agenda:
Approve:
1. Implementation of exercise of the option from MESOP Program and Increase Capital with Non Pre‐emptive Rights which had been approved by the Annual General Meeting of Shareholders year 2014 dated 5 June 2014 and valid through 2 years since the date of approval from the said AGMS, therefore still valid until 5 June 2016, and all MESOP exercise which had been approved in previous GMS, then after the issued and paid up capital will be increased, in accordance with provision Clause 41 Act No.40 Year 2007 regarding Limited Liability Company which regulate that the implementation of increasing the capital can be delegated to the Board of Commissioners for duration of one year.
2. Granting authority to the Board of Commissioners to increase issued and paid up capital of the Company for duration of one year until 7 May 2016.
3. Granting authority to the Board of Commissioners of the Company to change Articles of Association Clause 4 Paragraph 2 with increasing the Issued Capital and Paid Up Capital of the Company and to reinstate the resolution related to the said purpose to a Notary Deed and then to submit application of notification to the Minister of Law and Human Rights of the Republic of Indonesia, and to register the said to the company register and to announce the said changes in the State Gazette in accordance with the prevailing regulation.
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