Pengumuman Ringkasan Risalah Rapat Umum Pemegang Saham Tahunan

ANNOUNCEMENT OF

SUMMARY OF MINUTES OF

ANNUAL GENERAL MEETING OF SHAREHOLDERS

PT TIGA PILAR SEJAHTERA FOOD Tbk

 

 

PT TIGA PILAR SEJAHTERA FOOD Tbk, domiciled in South Jakarta, hereby inform that on  Friday, 27 July 2018 at Auditorium Room, Indonesia Stock Exchange, Jakarta Stock Exchange Building, Jl. Jend. Sudirman Kav. 52-53, Jakarta 12190, the Annual General Meeting of Shareholders has been held (“AGMS”) PT TIGA PILAR SEJAHTERA FOOD Tbk. (Hereinafter referred to as “the Company”). The AGMS was opened at 03.40 pm Western Indonesian Time and was attended by members of the Board of Commissioners and Board of Directors of the Company, as follows:

1.          Members of the Board of Commissioners and Board of Directors present at the AGMS

Board of Commissioners

Board of Directors

1.     President Commissioner/Independent Commissioner:

Mr. Anton Apriyantono

2.     Vice President Commissioner: Mr. Kang Hongkie Widjaja

3.     Commissioner: Mr. Hengky Koestanto

4.     Commissioner: Mr. Jaka Prasetya

1.     President Director: Mr. Stefanus Joko Mogoginta

2.     Director: Mr. Budhi Istanto Suwito

3.     Director: Mr. Hendra Adisubrata

 

 

2.          Quorum Attendance of the Shareholders

 

–          The AGMS is held according to the date of article 23 paragraph 1.a of the Company’s Articles of Association and Article 86 paragraph 1 of Company Law and Article 26 paragraph 1 (a) of POJK No.32 / 2014 which requires the presence of shareholders representing more than ½ (one per two) portion of the total issued and fully paid shares in the Company with valid voting rights.

–          In the AGMS attended by the Shareholders or the Authorized Shareholders of the Company amounted to 1,970,565,036 (one billion nine hundred seventy million five hundred sixty five thousand thirty six) shares or equal to 61.22% (sixty-one point twenty two per cent) of 3,218,600,000 (three billion two hundred eighteen million six hundred thousand) shares representing a combined of 135,000,000 (one hundred and thirty five million) Class A shares and 3,083,600,000 (three billion eighty three million six hundred thousand) Class B shares representing all issued and fully paid shares in the Company.

 

3.          Agenda of AGMS

The AGMS Agenda are as follows:

1.       Dispensation on the implementation of Company’s Annual General Meeting of Shareholders for fiscal year ended on December 31, 2017;

2.       Approval of the  Company’s Annual Report including Company’s Activities Report, Board of Commissioners Supervisory Report and authorization of the Company’s Financial Report for fiscal year ended on December 31, 2017;

3.       Appointment of Public Accounting Firm that will audit Financial Statement of the Company  for fiscal year ended on December 31, 2018; and

4.       Approval of changes on Board of Directors and/or Board of Commissioners of the Company.

 

4.         Question Opportunity

Prior to the decision, the Chairman of the AGMS has provided sufficient opportunity to the Shareholders to ask questions and / or give an   opinion on the agenda of EGMS.

5.         Decision Making Mechanism

Decision Making Mechanisms shall be taken by deliberation for consensus, but if Shareholders or Shareholders’ Proxies are disapprove or abstained, the decision shall be made by way of voting by raising a hand and identifying the identity, the number of shares represented and the decision chosen, in this case the Chairman of the AGMS also has given sufficient time for shareholders to determine the choice of decision.

6.         Resolutions of AGMS

The resolutions of the AGMS of the Company are as follows:

First Agenda AGMS

Number of Shareholders Who Asked 1 (one) shareholder proposed a written query
Process of Voting

Agree

Abstain

Disagree

  1,780,417,632 shares or 99.96% of the total  issued votes at the Meeting

 

In which EXCLUDING 319,808,307 shares or 16.23% of total issued votes in the Meeting belong to the Trophy Investor II Ltd and Primanex Limited.

 

None. 190,147,404 shares or 9.65% of issued votes in the Meeting.

 

In which INCLUDING 319,808,307 shares or 16.23% of total issued votes in the Meeting belongs to Trophy Investor II Ltd and Primanex Limited.

Minutes of the First Agenda AGMS Voting has been taken and the results are as follows:

Giving  dispensation on the implementation of Company’s Annual General Meeting of Shareholders for fiscal year ended on December 31, 2017;

 

However, it has just been identified in the Second Agenda AGMS that the shareholder on behalf of Trophy Investor II Ltd (a company founded based on the Law of British Virgin Island) and shareholder on behalf of Primanex Limited (a company founded based on the Law of British Virgin Island) represented by two parties in which each of them claims to have the right representing both of foreign legal enterprises, in which one of the claiming parties was not counted although the legality of one of the parties had not been proven to be valid.

 

 

 

 

Second Agenda AGMS

Number of Shareholders Who Asked 8 (eight) shareholders proposed written queries and in the meeting there were some shareholders who expressed their queries and responses orally.
Process of Voting

Agree

Abstain

Disagree

  778,632,774 shares or 39.51% of the total issued votes at the Meeting

 

In which EXCLUDING 319,808,307 shares or 16.23% of total issued votes in the Meeting belong to the Trophy Investor II Ltd and Primanex Limited.

 

None As many as 1,191,932,262 shares or 60.49% of total  issued votes in the Meeting.

 

In which INCLUDING 319,808,307 shares or 16.23% of total issued votes in the Meeting belongs to Trophy Investor II Ltd and Primanex Limited.

Minutes of the Second AGMS

 

 

 

 

 

 

 

In the Meeting, the shareholder on behalf of Trophy Investor II Ltd (a company founded based on the Law of British Virgin Island) and shareholder on behalf of Primanex Limited (a company founded based on the Law of British Virgin Island), which are represented by two parties in which each of them claims to have the right representing both of foreign legal enterprises, in which one of the claiming parties was not counted although the legality of one of the parties had not been proven to be valid.

 

Without considering issues on the abovementioned vague votes, voting has indeed been taken and the results are as follows:

Disapproval of the  Company’s Annual Report including Company’s Activities Report, Board of Commissioners Supervisory Report and authorization of the Company’s Financial Report for fiscal year ended on December 31, 2017, which has been audited by Public Accounting Firm of Amir  Amir Abadi Jusuf, Aryanto, Mawar & Associates as has been accommodated in their report dated June 29, 2018 Number R/627.AGA/dwd.3/2018, with appropriate opinion without exception and giving a full release of liability (acquit et de charge) to the Board of Commissioners and Board of Directors on acts of supervision and management which have been conducted during the fiscal year ended on December 31, 2017, as long as those acts are reflected on the Company’s Annual Report for fiscal year ended on December 31, 2017.

 

The Director of Meeting had handed over to and trusted Notary to decide and the Notary stated that for temporary period all will be noted and asked an opportunity to have a consultation with Financial Services Authority (OJK)

 

Third Agenda AGMS

Number of Shareholders Who Asked 1 (one) shareholder proposed a written query, and 1 (one) shareholder proposed suggestion.
Process of voting

Agree

Abstain

Disagree

Agree  (After adding blank votes)

  1,883,826,836 shares or  95.60 % of the total issued votes in the Meeting

 

In which INCLUDING 319,808,307 shares or 16.23% of total issued votes in the Meeting belong to the Trophy Investor II Ltd and Primanex Limited.

 

As many as 64,010,000 shares or 3.25% of the total issued votes in the Meeting

.

As many as 22,782,200 shares or 1.15 % of the total issued votes in the Meeting As many as 1,947,836,836 shares or 98.85% of the total issued votes in the Meeting

 

 

Minutes of the Third Agenda AGMS In the Meeting, the shareholder on behalf of Trophy Investor II Ltd (a company founded based on the Law of British Virgin Island) and shareholder on behalf of Primanex Limited (a company founded based on the Law of British Virgin Island) which are represented by two parties in which each of them claims to have the right representing both of foreign legal enterprises, in which one of the claiming parties was not counted although the legality of one of the parties had not been proven to be valid.

 

Without considering issues on the abovementioned vague votes, voting has indeed been taken and the results are as follows:

Approving to give authority to the Board of Commissioner of the Company to appoint Public Accounting Firm and Public Accountant that will audit the Company’s financial report for fiscal year ended on December 31, 2018 including to determine the honorarium and other requirements associated with the appointment of the said Public Accounting Firm and Public accountant

 

 

 

Fourth Agenda AGMS

Number of Shareholders Who Asked None of the shareholders proposed any written query.
Agenda of Meeting

 

Approval of changes on Board of Directors and/or Board of Commissioners of the Company, which has been published in Ekonomi Neraca Daily on July 5, 2018

 

In addition to the Agenda of Meeting that has been published in the Ekonomi Neraca daily on Diluar Agenda Rapat yang sudah diumumkan di harian Ekonomi Neraca Daily on Juli 5, 2018,  SUGGESTION, WHICH IS NOT INCLUDED IN THE AGENDA OF ANNUAL GENERAL MEETING OF SHAREHOLDERS (AGMS) is also conveyed, in which the SUGGESTION is a result of the mentioned Board Commissioner Meeting dated on July 25, 2018 and included as the AGMS Agenda.

 

 

 

Mr. Anton Apriyantono as President Commissioner confessed that he was under stress and will be prosecuted and will be brought to court legally

 

However, in the open forum of AGMS, Mr. Anton Apriyantono as President Commissioner confessed that he was under stress and will be prosecuted and will be brought to court legally if he does not signed the agreement on the result of  the mentioned Board Commissioner Meeting dated on July 25, 2018, which is in consistent with VIDEO RECORDING OF AGMS DATE JULY 27, 2018

 

Agenda of Meeting: In consistent with announcement that has been published in the Ekonomi Neraca Daily on July 5, 2018.

 

NO VOTING AND NO SPECIFIC REASON IDENTIFIED.

 

SUGGESTION : In consistent with the result of Board of Commissioner Meeting, which is identified on July 25, 2018, in  which in the AGMS, Mr. Anton Apriyantono as President Commissioner confessed that he was under stress and will be prosecuted and will be brought to court legally

 

 

 

After the Meeting Agenda has not been carried out, then all members of Directors and other shareholders performed walk out the meeting room because DISAGREE with the SUGGESTION agenda.

 

The Director of Meeting continued with SUGGESTION agenda by performing voting resulting in disagreement as many as 14,264,200 votes.

Minutes of the Fourth  Agenda AGMS According to decision of the mentioned Board Commissioner Meeting dated on July 25, 2018, Mr. Anton Apriyantono as President Commissioner has confessed that he was under STRESS condition and will be PROSECUTED (in consistent with video recording AGMS dated on  July 27, 2018). On July 26, 2018, Mr. Anton Apriyantono as President Commissioner and Mr. Kang Hongkie Widjaja as Vice President Commissioner have revoked several items of agreement on the decision of the mentioned Commissioner Board Meeting dated on July 25, 2018. The declaration letter on the revocation has been handed over to the Company and carbon copied to the Notary  

 

In this Meeting, the shareholder on behalf of Trophy Investor II Ltd (a company founded based on the Law of British Virgin Island) and shareholder on behalf of Primanex Limited (a company founded based on the Law of British Virgin Island) which are represented by two parties in which each of them claims to have the right representing both of foreign legal enterprises, in which one of the claiming parties was not counted although the legality of one of the parties had not been proven to be valid.

 

 

 

Jakarta, 31 July 2017

PT TIGA PILAR SEJAHTERA FOOD Tbk.

DIRECTORS