EXPLANATION OF THE AGENDA OF THE EXTRAORDINARY
GENERAL MEETING OF SHAREHOLDERS
:
1.
THE CHANGE OF COMPANY’ S NAME
2.
AMENDMENT TO THE COMPANY’ S ARTICLES OF ASSOCIATION
Agenda #1: The Change of Company’s Name
1. Background
Having taken the following into account:
1.
The increasing of competition and development of the similar industry
•
The devel opment of simil ar companies in t he count ry and t he pot ent ial f or new comers
•
The pot ent ial f or compet it ion t hat wil l af f ect t he perf ormance of t he company
•
The pot ent ial f or pressure on margins t hat are st rongl y inf l uenced by t he increased
compet it ion
•
The need f or perf ormance opt imizat ion, qual it y of service and business management
2.
The Need for the Corporate Development
•
The need f or expansion t o maint ain t he company's posit ion (e. g. in t he market )
•
The need f or improving t he ef f iciency of operat ions
•
The need f or improving t he qual it y of it s resources,
2. The Obj ect ives of t he Corporat e Transformat ion
4
•
To support t he Company’ s Vision and Mission
•
To st rengt hen t he Company’ s posit ion in f acing t he changes and
compet it ion
•
To separat e and t o opt imize t he f unct ions of t he Operat ing and Hol ding
Companies
•
To separat e and t o opt imize t he Company’ s operat ional and st rat egic
f unct ions
•
To creat e t he corporat e val ue by maximizing t he group synergies.
•
To creat e t he al ignment of management of al l subsidiaries, t o subst it ut e
managerial def iciencies in t he Operat ing and Hol ding companies
•
To al ign t he corporat e percept ion and cul t ure
•
Cost l eadership
3. The Corporat e Transformat ion Made
A.
Restructuring of the Holding Company form
•
It requires t he most l ikel y f orm of business ent it y t o act as t he Hol ding and Operat ing
companies, by t aking int o considerat ion t he f act ors of l egal , account ing and f inance,
t axat ion and operat ions.
•
The const ant l y changing process of t he company f orms in accordance wit h t he needs f or
t he change of business st rat egies st and bef ore t he changes t aking pl ace, are:
B.
Restructuring of the Capital
The st ock spl it as wel l as t he ut il izat ion of t he group’ s f unding capacit y t o f inance t he
st rat egic proj ect s.
C.
Restructuring of the Subsidiaries
Al igning t he business f orms and t ypes of t he subsidiaries t hat wil l support each ot hers, in
order t o opt imize t heir perf ormance, synergy, and supervision.
5
Strategic Holding
4. The St age of t he Rest ruct uring of t he Holding
Company Form
PT SI
(Persero)
Tbk
Operat ing Hol ding
Funct ional Hol ding
St rat egic Hol ding
PT SG
*) PT SI : PT Semen Indonesia “ PTSG” : PT Semen Gresik “ New ”5. The Changes in Company’s Name and Roles
PT Semen Gresik
(Persero) Tbk
PT Semen Indonesia
(Persero) Tbk
Once t he anal ysis is done in t erms of Legal , Finance and Taxat ion as wel l as Operat ions,
t he most l ikel y f orm of t he Hol ding company is t he St rat egic Hol ding Company which
one of it s agendas is t o change t he company’ s name.
The name being proposed and f ixed, is as f ol l ows:
becomes
6. Reasons for changing Company’s Name
•
Real izing
t he St r at egi c Hol di ng, in order t o enhance compet it iveness (incl uding
but not l imit ed t o t he increasing of t he bargaining power)
•
Separat ing and opt imizing t he rol e or f unct ion of t he Hol ding and Operat ing
Companies
•
Opt imizing t he perf ormance of t he group t hrough increasing t he consol idat ion
and synergy in order t o maximize t he val ue of t he Company
•
Choosing t he most ef f icient st ruct ure of t he Hol ding companies
•
Support ing t he Company’ s Vision t o t he f ut ure
•
St anding bef ore t he business changes and compet it ion
7. Select ion of t he Name “ Semen Indonesia”
Sumber : AT Kearney diolah
•
The name f or t he Hol ding Company requires a name t hat coul d ref l ect t he
ambit ions of t he group and embrace t he nat ional charact erist i cs of t he
companies t hat incl ude t he t hree Operat ing Companies.
•
Consist ent wit h t he vision of t he company t o become a nat ional and regional
business business pl ayers
8. Ownership St ruct ure
GoI
51 %
Public
49 %
GoI
51 %
Public
49 %
PT SG * )
(Persero)
Tbk
PT SI * )
(Persero)
Tbk
10
Transf ormat ion t o become St rat egic Holding will not change t he shares
ownership st ruct ure
* ) GoI: Government of Republic of Indonesia * ) PT SG: PT Semen Gresik
9. 1. The results of the Studies of the Management Consultants
*)
The implications of the Strategic Holding
The main benefits
The St rat egic Hol ding is t he ideal in t he l ong t erm st ruct ure f or Semen Gresik, because
it is abl e t o support t he Company’ s f ut ure growt h st rat egy
The cl ear separat ion bet ween t he Hol ding
Companies and t he Operat ing Companies,
concerning t he rol es and responsibil it ies under t he
separat e business ent it y
It al l ows t he Hol ding Company t o rol e and f unct ion
as a pure Hol ding Company, in order t o manage t he
ent ire Operat ing Companies
In t he short t erm: t he pot ent ial benef it s of higher
synergies, due t o t he cl ear management of t he
Hol ding Company and t he Operat ing Company
9. 2. The result s of t he st udies of t he Legal Consult ant s
*)
The plan f or t he change of t he name of t he holding company of PT Semen
Gresik (Persero) Tbk. t o become PT Semen Indonesia (Persero) Tbk. is a
corporat e act ion and if done wit h goodwill, t here is no conf lict of int erest , in
accordance wit h t he regulat ions of legislat ion.
9. 3. The result s of t he Fairness Opinion (FO)
*)
The est ablishment of t he St rat egic Holding wit h no t ransf er of asset s based
on t he qualit at ive and quant it at ive analysis as well as t he analysis of t he
f airness of t he t ransact ion value, t he result s obt ained are:
The Transact ion Plan is
reasonable wit h t he explanat ion t hat t he
Transact ion Plan along wit h all of it s benef it s is est imat ed and expect ed
t o cont ribut e t he added value t o t he Company amount ing t o IDR 610. 6
Billion.
*) Sour ce : FO r esul t s of KJPP SAH & Rekan, summar i zed
10. The area and funct ions of t he St rat egic Holding
The St rat egic Holding of PT Semen Indonesia (Persero) Tbk. will work on
st rat egic f unct ions covering areas such as:
•
Product ion,
•
Market ing,
•
Business Devel opment and Invest ment (Capex),
•
Human Capit al Management ,
•
Procurement ,
•
Finance and Account ing,
•
Inf ormat ion Technol ogy,
•
Int ernal Cont rol ,
•
Communicat ions,
•
Legal and Risk Management ,
•
Research and Devel opment ,
3
Agenda #2: Amendment t o Art icles of Associat ion
Amendment to Articles of Association
PT Semen Gresik (Persero) Tbk.
Current Articles of Association
Proposed change of Article of Association
Article 1
1. This Limit ed Liabilit y Company named Perusahaan
Perseroan “ PT Semen Gresik (Persero) Tbk. ”
(Hereinaf t er in t his art icles of associat ion is
abbreviat ed as “ The Company” ), domiciled and
headquart ered in Gresik.
2. (unchange)
Article 1
1. This Limit ed Liabilit y Company named Perusahaan
Perseroan “ PT Semen Indonesia (Persero) Tbk. ”
(Hereinaf t er in t his art icles of associat ion is
abbreviat ed as “ The Company” ), domiciled and
headquart ered in Gresik.
2. (unchange)
Article 3
1. The purpose and obj ect ive of t he Company is t o
engage in t he f ields of Indust ry, product ion, t rading in
goods and services.
management of Hazardous and Toxic Mat erials, as well
as t o engage t he company management .
Current Articles of Association
Proposed change of Article of Association
Article 3 paragraph 2 (Continued)
a. (unchange);
b. carries out business in t he product ion f ields of
mining and / or exploring and / or processing
cert ain raw mat erials int o basic mat erials needed
t o make cement and / or any ot her indust ry,
processing t hese mat erials int o a wide range of
cement and / or int o t he ot her result of
indust ries as well as processing such wide range
of cement and / or ot her result s of indust ry int o
f inished goods t hat are more usef ul;
c. carries out business in t rading, market ing and
dist ribut ion of a wide range of cement and t he
result s of ot her product ion goods which use raw
mat erials of cement or ot her mat erials at
domest ic and abroad;
Article 3 paragraph 2 (Continued)
a. (unchange);
b. carries out business in t he product ion f ields of
mining and / or exploring and / or processing
cert ain raw mat erials int o basic mat erials needed
in t he cement indust ries and / or any ot her
indust ry, processing t hese mat erials int o a wide
range of cement and / or int o t he ot her result of
indust ries as well as processing such wide range
of cement and / or ot her result s of indust ry int o
f inished goods t hat are more usef ul;
c. carries out business in t rading, market ing and
dist ribut ion of a wide range of t he cement
indust ries and t he result s of ot her product ion
goods which use raw mat erials of cement or ot her
mat erials at domest ic and abroad;
Current Articles of Association
Proposed change of Article of Association
Article 3 paragraph 2 (Continued)
d. carries out business in t he provision of services t o
t he cement indust ry and / or ot her indust ries such
as research st udies, development , indust rial
design and engineering, const ruct ion,
management , f act ory operat ions, warehousing and
t ransport at ion, repairs, equipment maint enance,
f abricat ion of t ools, consult ing (except f or
consult ing in t he f ield of law) and ot her service
act ivit ies;
e. (not available previously);
f . (not available previously);
g. carries out ot her support ing act ivit ies relat ed t o
t he Company’s business act ivit ies above, including
but not limit ed int o act ivit ies of wast e
management of Hazardous and Toxic Mat erials.
Article 3 paragraph 2 (Continued)
d. carries out business in t he provision of services t o
t he cement ing indust ry and / or ot her indust ries
such as research st udies, development , indust rial
design and engineering, const ruct ion,
management , f act ory operat ions, warehousing and
t ransport at ion, repairs, equipment maint enance,
f abricat ion of t ools, consult ing (except f or
consult ing in t he f ield of law) and ot her service
act ivit ies;
e. carries out invest ment s including capit al
invest ment in ot her companies;
f . provides corporat e management services and
management consult ing services t o it s
subsidiaries;
g. carries out ot her support ing act ivit ies relat ed t o
t he Company’s business act ivit ies above.
Current Articles of Association
Proposed change of Article of Association
shareholder and / or as t he shareholder in each
subsidiary t hat carries out t he business in t he cement
indust ry is aut horized, among ot hers t o:
a. def ine, manage, cont rol, and monit or st rat egic and
operat ional policies t hat will be implement ed by a
subsidiary, t hat is all policies t hat can mat erially
af f ect t he subsidiary and t o provide added value as
out lined in t he blue print f or rat if icat ion at t he
General Meet ing of Shareholders of t he
subsidiaries;
Current Articles of Association
Proposed change of Article of Association
(not governed previously)
(not governed previously)
(not governed previously)
(not governed previously)
Article 12 paragraph 3 (Continued)
b. plan, decide, manage, and cont rol t he act ivit ies
and f unct ions t hat are st rat egic, such as managing
t he cash management , account ing st andardizat ion,
capit al expendit ure;
c. est ablish t he st rat egic and operat ional policies
t hat are not def ined in t he blue print as ref erred
t o in paragraph 3 let t er a of t his Art icle;
d. est ablish policies of t he organizat ional st ruct ure at
1 (one) level below t he Board of Direct ors of t he
subsidiaries wit h respect t o t he input f rom t he
Board of Commissioners of t he subsidiaries;
e. give approval t o t he Board of Direct ors of t he
subsidiary t o implement t he operat ional measures
t hat are not def ined in t he Work Plan and Budget
of t he Company;
Current Articles of Association
Proposed change of Article of Association
(not governed previously)
(not governed previously)
(not governed previously)
Article 12 paragraph 3 (Continued)
f . get periodic report s and explanat ions f rom bot h t he
Board of Direct ors and / or Board of Commissioners of
t he subsidiaries as well as provide a decision wit hin
and out side t he f orum of General Meet ing of
Shareholders of t he subsidiaries;
g. set t he value and / or t he t ime period of cooperat ion
bet ween t he subsidiaries and ot her business ent it ies
or ot her part y in t he f orms of j oint licensing,
cont ract of management , asset leasing, Joint
Operat ion (Kerj a Sama Operasi/ KSO), Build Operat e
Transf er (BOT), Build Owned Transf er (BOwT), Build
Transf er Operat e (BTO) and ot her similar agreement s;
h. make t he decision of capit al invest ment and t he
amount of t he capit al invest ment t hat will be carried
out by a subsidiary t o anot her company;
Current Articles of Association
Proposed change of Article of Association
Art icle 12 paragraph 3 (Cont inued)
i. set t he decisions of est ablishment of subsidiaries
and / or j oint vent ure of such subsidiary company;
j . def ine t he decision of releasing t he capit al
invest ment in t he subsidiaries and / or t he j oint
vent ures of such subsidiary company;
k. set t he decision of merger, consolidat ion,
acquisit ion, separat ion and dissolut ion of
subsidiaries and / or j oint vent ures of such
Current Articles of Association
Proposed change of Article of Association
(not governed previously)
(not governed previously)
Article 12 paragraph 3 (Continued)
n. set t he decision f or t he est ablishment of f oundat ion,
organizat ion and / or associat ions which are legal eit her
direct ly or indirect ly relat ed t o t hat f ormed by a
subsidiary;
o. set t he decision on t he charging of expenses and
obligat ions t hat are f ixed and rout ine f or f oundat ions,
organizat ions and / or associat ions which are legal
f ormed by t he subsidiary.
Current Articles of Association
Proposed change of Article of Association
Current Articles of Association
Proposed change of Article of Association
Article 12 paragraph 3 (Continued)
j . using any of t he right s held by t he shareholders in
each subsidiary or ot her companies t hat carries out
business in t he cement indust ry in which t he
Company has a capit al invest ment .
k. (unchange)
Article 12 paragraph 4 (Continued)
j . using any of t he right s held by t he shareholders
and / or t he maj orit y shareholders in each
subsidiary t hat carries out business in t he
cement indust ry in which t he Company has a
capit al invest ment , except t he t hings t hat are
included in t he aut horit y of t he shareholders
and / or maj orit y shareholders as provided in
paragraph 3 of t his Art icle;
k. (unchange)
Current Articles of Association
Proposed change of Article of Association
Current Articles of Association
Proposed change of Article of Association
Article 15
1. (unchange)
2. (unchange)
3. (unchange)
4. (unchange)
5. (unchange)
6. (unchange)
7. (unchange)
8. (unchange)
Article 15
1. (unchange)
2. (unchange)
3. (unchange)
4. (unchange)
5. (unchange)
6. (unchange)
7. (unchange)
8. (unchange)
Current Articles of Association
Proposed change of Article of Association
Board of Commissioners is aut horized t o set a decision on
t he proposals t hat have been put f orward by t he Board of
Direct ors as shareholders and / or maj orit y shareholders
in each subsidiary engages in t he cement indust ry, among
ot hers t o
:
a. approve t he excess t ransact ions t hat exceed 20%
(t went y percent ) of t he t ot al amount budget ed:
1) rout ine invest ment s (operat ional) t hat are
included in t he capit al budget ;
2) post al cost s or expenses t hat are included in t he
operat ing budget (excluding f inancial charges,
including int erest , bank f ees);
3) capit al f inancing f or t he short -t erm work t hat is
included in t he f inancial budget ;
all budget s of which are included in t he Work Plan
and Budget of t he Company or each change t hereof
aut horized in t he concerned f iscal year.
Current Articles of Association
Proposed change of Article of Association
Article 15 (Continued)
Article 15 paragraph 9 (continued)
b. approve t he decisions f or issuance of bonds and ot her
debt securit ies as well as t o sell t he shares of a
subsidiary in t he capit al market s in order t o t ake
advant age of t he liquidit y;
c. approve t he subsidiaries as guarant or (borg or
avalist );
d. approve a decision t o accept or provide long-t erm
loans of t he subsidiary;
e. approve a st rat egic act ion t hat has not been
Current Articles of Association
Proposed change of Article of Association
Article 15 (Continued)
9. (unchange)
a. (unchange)
b. (unchange)
c. (unchange)
Article 15 paragraph 9 (Continued)
g. approve an approval f or t he long-t erm plan of t he
subsidiaries;
h. approve a measure t hat is t he aut horit y of t he Board of Directors as t he majorit y shareholders of t he subsidiary ot her t han t hat of being provided for in Art icle 12
paragraph 3.
10. (unchange)
a. (unchange)
b. (unchange)
c. (unchange)
Current Articles of Association
Proposed change of Article of Association
Article 15 paragraph 9 (Continued)
d. approve t he Work Plan and Budget of t he Company
present ed by t he Board of Direct ors no lat er bef ore
t he new f iscal year begins.
In t erms of t he Work Plan and Budget of t he
Company was not legalized bef ore t he new f iscal
year begins, t he Company’s Work Plan and Budget
of t he previous year is applicable;
e. (unchange)
f . (unchange)
g. (unchange)
h. (unchange)
i. (not governed previously)
Article 15 paragraph 10 (Continued)
d. approve t he Work Plan and Budget of t he
Company present ed by t he Board of Direct ors no
lat er t han t he 27t h (t went y sevent h) day of
December, bef ore t he new f iscal year begins.
In t erms of t he Work Plan and Budget of t he
Company was not legalized on t he 27t h (t went y
sevent h) day of December bef ore t he new f iscal
year begins, t he Company’s Work Plan and
Budget of t he previous year is applicable;
e. (unchange)
f . (unchange)
g. (unchange)
h. (unchange)
i. approve t he Long-t erm Plan of t he Company.
