The Board of Director of PT TIMAH (Persero) Tbk having its domicile in Pangkalpinang, Bangka Belitung (“Company”) hereby invites the Company’s Shareholders to attend the Annual General Meeting of Shareholders (the”Meeting”) which will be held on :
Day/Date : Friday , 28 April 2017
Time : 01.00 p.m. (Western Indonesian Time)
Venue : Flores Ballroom – Borobudur Hotel Jakarta
Jalan Lapangan Banteng No 1. Ps Baru, Jakarta 10350
- Approval of the Company’s Annual Report on the condition and activities during the Financial Year of 2016, including the Annual supervisory Report of the Board of Commissioners during the Financial year of 2016 and Ratification of the Audited Financial Statements of the Company for the financial year of 2016, as well as the approval to fully release and discharge (Volledig acquit et de charge) the Statement of Accountability of the Board of Director and the Board of Commissioner during the financial year 2016;
- Ratification of the Annual Report including Financial Report of the Partnership and Community Development Programs during the Financial Year of 2016, as well as the approval to release and discharge (acquit et de charge)theStatement of Accountability of Partnership and Community Development Programs by Board of Director and The Board of Commissioner during the Financial Year 2016;
- Ratification of the Minister of State Owned Enterprises Regulation No PER-09/MBU/12/2015, regarding Report of the Partnership and Community Development Programs of the Minister of State Owned Enterprises as revised to be the ministry of State Owned Enterprises Regulation No. PER-03/MBU/12/2016 regarding Changes in the Regulation of the Minister of SOE No. PER-09/MBU/07/2015
- Appropriation of Net Profits, including dividend distribution for the Financial Year 2016;
- Stipulation of the incentives for the performance of the Board of Directors and the Board of Commisioner for the Financial Year of 2016 and their respective salaries/honorarium including facilities and allowances for the Financial Year of 2017;
- Approval of the appointment of the Public Accountant to audit the financial statements of the Company and the Partnership and Community Development Program for Fiscal Year 2017
- Approval on the amendment to the articles of association of the Company;
- Approval on the change of composition of the Company’s Board of Commissioner and Board of Director.
With the following rationales :
- Agenda No.1, no. 2 and no. 4 are routine matters to be resolved at the Annual General meeting of Shareholders of the Company. Pursuant to the provisions of the Articles of Association of the Company, Law No.40 of 2007 on Limited Liability Company, Law No.19 of 2003 on State Owned Enterprises, and the Minister of State Owned Enterprises Regulation No. PER-09/MBU/07/2015 on the Program of Partnerships and Enviromental Management Programs;
- For the agenda No. 3, the Company will ratification the Minister of State Owned Enterprises Regulation No PER-09/MBU/12/2015, regarding Report of the Partnership and Community Development Programs of the Minister of State Owned Enterprises as revised to be the ministry of State Owned Enterprises Regulation No. PER-03/MBU/12/2016 regarding Changes in the Regulation of the Minister of SOE No. PER-09/MBU/07/2015
- For the agenda No. 5, the Company will propose to give authority and power to the Board of the Commissioners with the prior approval of Shareholders Series A Share to determine the amount of performance incentives fiscal year 2016 as well as salary/honorarium of Director and the Board of Commissioner, facilities and allowance fiscal year 2017;
- For the agenda No. 6, the company will propose the appointment of the Public accountant Tanudiredja, wibisana, Rintis & Partners, member firm of Pricewaterhouse to audit the Company Report Fiscal Year 2017 and Financial Report of Partnership and Community Development Fiscal Year 2016.
- For agenda No. 7, the underlying rationale of the proposed agenda is article 16 and article 26 of the Articles of Association of the Company and Letter of the Ministry of State-Owned Enterprises No. S-22/D3.MBU/03/2017 dated 13 March 2017 regarding Proposal for Additional Agenda for Annual General Meeting of Shareholders of PT TIMAH;
- For agenda No.8, which is in accordance with Articles 16, paragraph (5) a) of the Articles of Association, the meeting may be held if attended by shareholders of Series A Share and other shareholders and/or their representative are valid together same representative more than ½ (one half) of the total shares with valid voting rights and decisions approved by the shareholders of Series A share and other shareholders and/or their representative authorized that together represent more of ½ (one half) of the total shares with valid voting rights were present at the Annual General Meeting.
- This publicity as an official invitation and the Board of Director does not send a special invitation to the Shareholders.
- Shareholders whose shares are included in the collective custodian of PT Indonesian Central Securities Depository (KSEI), must provide written confirmations for General Meeting of Securities Holders (KTUR) which would have been distributing through KSEI. Shareholders could have taking KTUR Securities Company or custodian bank where the shareholders opened their securities account.
- Shareholders who are attending the meeting are the shareholders whose names are registered in the Register of Shareholders on 5 April 2017 at 04.00 pm or the holder balance of the Company's shares on the sub-accounts in collective custody in PT Indonesian Central Securities Depository (KSEI) of closing stock trading in the Indonesia Stock Exchange on 5 April 2017 at 04.00 pm.
- Shareholders who are unable to attend the meeting could be represented by their proxies in the Meeting by presenting the Power of Attorney provided that the members of Board of Commissioner, Board of Director and Employees were not acting as proxies of the Shareholders in the Meeting. All of the power attorney must be accepted by Company’s Board of Director through The Company’s share register (“BAE”) namely PT EDI INDONESIA, which address at, Wisma SMR 10th Floor, Jalan Yos Sudarso Kav 89, Jakarta 14350. latest on 5 April 2017 at 04.00 pm.
- Shareholders or attorneys who will attend the meeting are requested to bring and submit a photocopy of a valid identity card to the registration officer before entering the meeting room, for legal entity shareholders are asked to bring a complete photocopy of the Articles of Association as well as the composition of the latest board.
- in accordance with POJK No. 32, the meeting materials are available in the office of the Company since the date of the invitation of the meeting until the execution of the Meeting and can be requested in writing on the Company’s operational hours.
- For simplification of the arrangement and order to the Meeting, Shareholders or their proxies with due respect are requested to be present at the venue of the Meeting at least 30 minutes before the Meeting.
Jakarta, April 6th, 2017
PT TIMAH (Persero) Tbk
Board of Director