ANNOUNCEMENT
THE RESOLUTIONS OF GENERAL MEETING OF SHAREHOLDERS
The Board of Direct ors of PT Semen Gresik (Persero) Tbk. (“ t he Company” ) hereby announce t hat t he Annual and Ext raordinary General Meet ing of Shareholders (“ t he Meet ing” ), t hat was convened on Friday, June 25, 2010 at Jakart a, result ing in t he f ollowing resolut ions:
A. The Annual General Meet ing of Shareholders
Agenda 1:
1. The Meet ing approved t he Annual Report concerning t he condit ion and t he operat ions of t he Company in t he year 2009 including t he report of supervisory dut y act ivit ies of t he Board of Commissioners during t he year 2009.
2. The Meet ing rat if ied t he Company’ s Financial St at ement s f or t he year 2009 audit ed by t he Public Account ant Of f ice Purwant ono, Sarwoko & Sandj aj a, member f irm of Ernst & Young, as report ed in t heir let t er Number: RPC-11022 dat ed March 17, 2010 wit h
“ f air l y i n all mat er ial r espect s, t he consol idat ed f inancial posi t ion of t he Company and it s subsidiar ies as of December 31, 2009 and 2008, and t he consoli dat ed r esult s of t hei r oper at i ons and t heir cash f l ows f or t he year s t hen ended in conf or mi t y wit h gener al l y accept ed account ing pr inciples in Indonesia” , at t he same t ime grant ed full
release and discharge (voll edig acquit et de char ge) t o t he members of t he Board of
Direct ors and Commissioners f or t heir managerial and supervisory dut ies in year 2009, insof ar as such act ions are recorded in t he Company’ s books and are not cont radict ory t o t he provisions of laws and regulat ions.
Agenda 2:
The Meet ing rat if ied t he Annual Report on t he Part nership and Communit y Development Program (“ PKBL” ) in t he year ended December 31, 2009 which prepared and compiled based on Financial Report of PKBL audit ed by Public Account ant Of f ices:
1. Junaedi, Chairul, Labib, Subiyakt o & Rekan as report ed in t heir let t er Number: 04/ JCLS-LAI/ II/ 2010 dat ed February 24, 2010 f or PT Semen Gresik.
2. Gafar Salim & Rekan as report ed in t heir let t er Number: LA-GS/ 1001 dat ed February 10, 2010 f or PT Semen Padang.
3. Usman & Rekan as report ed in t heir let t er Number: 001/ AU/ I/ 2010 dat ed January 25, 2010 f or PT Semen Tonasa,
wit h “f air l y i n al l mat er ial r espect s, t he f inancial posi t ion of t he Par t ner ship and Communit y Development Pr ogr am, act ivi t ies r epor t s, and t heir cash f l ows f or t he year ended December 31, 2009, and in conf or mit y wit h gener al ly accept ed account ing pr incipl es i n Indonesia” , and grant ed release and discharge (acquit et de char ge) t o t he
members of t he Board of Direct ors and Commissioners f or t heir managerial and supervisory dut ies on PKBL in year 2009, insofar as such act ions are recorded in t he PKBL’ s books and are not cont radict ory t o t he provisions of laws and regulat ions.
Agenda 3:
The Meet ing det ermined t he allocat ion of t he Company’ s net income f or t he year 2009 in t he amount of Rp3, 326,487, 957,000. 00 as f ollows:
1. Dividend: 55% or in t he amount of Rp1, 829,568, 376, 350.00 or equivalent t o Rp308.45 per share
2. Part nership Program f or t he year 2010: 1.85% or in t he amount of Rp61, 540,027, 205. 00 3. Communit y Development Program f or t he year 2010: 1, 50% or in t he amount of
Rp49, 897, 319,355. 00
4. The remaining amount of 41. 65% or in t he amount of Rp1,385,482, 234,090. 00 shall be allocat ed for reserve in t he cont ext of Company’ s development
5. The Meet ing grant ed power of at t orney t o t he Company’ s Board of Direct ors t o t ake necessary act ions and t o f urt her st ipulat e t he payment of dividend dist ribut ion in accordance wit h t he provisions of laws and regulat ions.
Not ed:
1. The Company already paid int erim dividend for t he year 2009 in t he amount of Rp344,028, 160, 000.00 or equivalent t o Rp58 per share.
2. The remaining cash dividend in t he amount of Rp1,485, 540,216, 350. 00 will be paid t o: a. Government of Republic of Indonesia in t he amount of Rp757, 712, 932,700. 00 b. Public in t he amount of Rp727,827, 283,650. 00
Agenda 4:
1. The Meet ing approved t o give t ot al t ant i eme f or t he Company’ s Board of Direct ors and
Commissioners f or t he year 2009 in t he amount of Rp27. 69 billion (gross) or 0. 83% f rom t he Company’ s net prof it f or t he year 2009, wit h t he condit ion as f ollows:
a. The composit ion f or t he President Direct or, Vice President Direct or, Direct or, President Commissioner, Vice President Commissioner, and Commissioner are 100%, 95%, 90%, 47%, 45. 5% and 37.9%.
b. The t ant i eme f or t he Board of Direct ors and t he Board of Commissioners f or t he
year 2009 is proport ionally based on t he t ime of services.
c. The t ax on t ant ieme shall be borne by t he relevant Direct ors or Commissioners.
2. The salary of Board of Direct ors and honorarium of t he Board of Commissioner as well as t he amount of allowance and f acilit y f or t he Board of Direct ors and t he Board of Commissioners f or t he year 2010 is t he same wit h t he year 2009.
Agenda 5:
1. The Meet ing grant ed aut horit ies t o t he Board of Commissioners t o:
a. Appoint Public Account ant Of f ice t o audit t he Company’ s consolidat ed f inancial st at ement f or t he year 2010 and f or ot her periods in t he year 2010.
b. Appoint Public Account ant Of f ice t o audit t he Annual Report on t he Part nership and Communit y Development Program (“ PKBL” ) f or t he year 2010.
c. Appoint t he subst it ut e of Public Account ant Of f ice in t he event t hat t he appoint ed Public Account ant Of f ice cannot cont inue or perf orm it s dut ies due t o any reason what soever including legal reasons and laws and regulat ions in t he capit al market sect or.
B. The Extraordinary General Meet ing of Shareholders
Agenda 1:
1. The Meet ing approved t he amendment s of t he Company’ s Art icle of Associat ion, especially in order t o adj ust wit h t he relat ed provisions of laws and regulat ions, in t he same manner as t he amendment s of t he Company’ s Art icle of Associat ion which had been dist ribut ed and explained t o t he Meet ing part icipant s.
2. The Meet ing grant ed power and aut horit y t o t he Company’ s Board of Direct ors t o draw up St at ement of t he Meet ing Resolut ions in a Not ary Deed wit h respect t o all art icles of t he Company’ s Art icles of Associat ion, eit her t hose amended complet ely or ot herwise.
3. The Meet ing grant ed power t o t he Company’ s Board of Direct ors t o assign a Not ary f or and on behalf on t he Company’ s Board of Direct ors t o apply f or t he approval of t he amendment t o t he Art icles of Associat ion which had been decided upon in it em 1 of t hese resolut ions t o t he Minist er of Law and Human Right s by no lat er t han 7 (seven) working days f ollowing t he closing of t he Meet ing
Agenda 2:
1. The Meet ing approved t he resignat ion of Mr. Navin Sont halia as Vice President Direct or of t he Company as of t he adj ournment of t he Meet ing wit h an expression of t he ut most grat it ude for his dedicat ion during his service.
2. The Meet ing honorably dismissed t he lat e Mr. Marwot o Hadi Soesast ro as t he Independent Commissioner as of May 4, 2010 who passed away, wit h an expression of
t he ut most grat it ude f or his dedicat ion during his service as t he Independent Commissioner of t he Company.
3. The Meet ing t emporarily appoint ed t he members of Board of Direct ors and Commissioners whose t heir service t erms had ended as of t he adj ournment of t he Meet ing t o cont inue t o perf orm t heir t asks and obligat ions as members of Board of Direct ors and Commissioners unt il t he composit ion are def init ely det ermined by t he next Shareholders Meet ing wit h a condit ion t hat t his t emporary appoint ment is not considered as one service t erm period.
THE PROCEDURES FOR DIVIDEND PAYMENT:
1. Payment of dividend will be delivered on August 05, 2009 at t he lat est wit h t he f ollowing condit ions:
a) Those whose are ent it led t o have dividends are:
i. Shareholders who are st ill holding t he script shares whose names are regist ered in t he Company’ s Shareholders Regist er managed by t he Company’ s Share Administ rat ion Bureau (PT Dat indo Ent rycom) on recording dat e July 22, 2010 at 16.00 Indonesian West ern Time.
ii. Shareholders whose names are regist ered in Collect ive Deposit ory KSEI on recording dat e July 22 2010 at 16. 00 Indonesian West ern Time.
b) Payment of Dividend shall be f ollowed by:
i. Sending t he not if icat ion of dividend direct ly t o t he shareholders who are st ill holding t he script whose names are regist ered in t he Company’ s Share Administ rat ion Bureau, or
t ransf er t o t heir bank account should not if y in writ ing af f ixed wit h t he st amp dut y of Rp6, 000 including t he name, address and account number of t heir banks at t ached wit h copies of ID cards which address should correspond wit h t he address recorded in t he Company’ s Shareholders Administ rat ion Bureau as f ollows: PT Dat indo Ent rycom, Puri Dat indo Belakang Wisma Diners Club, Jl. Jenderal Sudirman Kav. 34-35, Jakart a 10220. Phone: (021) 570 9009, Fax. (021) 570 9026.
iii. Delivering t he payment t hrough account holders at KSEI for t hose shareholders whose shares regist ered at KSEI:
c) Dividends payment s will not be t ransferable t o ot her part ies.
2. The basis f or inclusion in t he Company’ s Shareholders Regist rat ions are all shares t rading in t he Indonesia St ock Exchange as f ollows:
- Cum Dividend f or Regular and Negot iat ed Market : July 19, 2010
- Ex Dividend f or Regular Market and Negot iat ed Market : July 20, 2010
- Cum Dividend f or Cash Market : July 22, 2010
- Dividend f or t he Cash Market : July 23, 2010
- Recording dat e : July 22, 2010
- Dividend Payment : August 05, 2010
- Remaining f inal Dividend per share f or t he year 2009 : Rp250.45
3. Tax shall be imposed in accordance wit h t he applicable Indonesian t ax regulat ions. The amount of t ax shall be deduct ed f rom t he amount of cash dividend f or t he year 2009 received by each Shareholders.
4. For Shareholders considered as Foreign Tax Payer t hat deduct ion rat e is in accordance t o t he Avoidance of Dual Taxes Agreement (P3B), obligat e t o comply wit h Art icle 26 of Law No. 36 Year 2008 regarding t he Fourt h Amendment t o Law No. 7 Year 1983 regarding Income Tax as well as submit a let t er of Domicile using t he Form as required by Direct orat e General Tax Regulat ion No. 61/ PJ/ 2009 dat ed 5 November 2009, t hat have been legalized by t he Tax Of f ice f or Go Public Company t o :
- KSEI in accordance wit h t he prevailing KSEI rules as st at ed in t he Circular Let t er No. SE-001/ DIR-eks/ 0110 dat ed 11 January 2010; or
- Shares Regist rar;
at t he lat est on 22 July, 2010 at 16.00 WIB.
If as t he said dat e, KSEI or t he Shares Regist rar has not received t he Cert if icat e of Domicile, t he Cash Dividend will be subj ect t o art icle 26 Wit h Holding Tax at t he rat e of 20%.
June 29, 2010
PT Semen Gresik (Persero) Tbk.
The Board of Directors
Corporate Secretary
PT Semen Gresik (Persero) Tbk.
Gedung Utama SG, 5th Floor, Jl. Veteran, Gresik 61122 – Indonesia Phone: +62 31 3981732 / 3981745 ● Fax: +62 31 3983209 Email: agungw@sg.sggrp.com
Representative Office:
