64
Board of Commissioner Commissioner : Connie Lo Chiu Ying
Board of Directors President Director : Markus Hosea
Director
: Eulis Eliyani
d. Capital Structure and Shareholders
Authorized Capital : Rp44,659,435,000,000,-
Issued Capital : Rp40,675,450,000,000,-
Paid-Up Capital : Rp40,675,450,000,000,-
Based on the Deed No. 247 dated December 28, 2010, made in the presense of Aulia Taufani, S.H., as a replacement of Sutjipto, S.H., then a Notary in Jakarta, whose deed notified to the Minister of Justice and Human
Rights according to the Receipt Letter of Notification No. AHU-AH.01.10-06091 dated February 25, 2011, the shareholding structure of PMID is as follows:
No. Shareholder
No. of Shares Nominal Value
Percentage
1. Philip Morris Investments B.V.
was Philip Morris International Holdings B.V.
24.999.999 A Series Rp343.749.986.250
99,99 4.100.000.000 B Series
Rp40.331.700.000.000 2.
Park Tobacco Limited 1 A Series
13.750 0,01
F. SUBSIDIARIES INFORMATION IN BRIEF
At the time when this Prospectus is published, The Company has 9 nine Subsidiaries that are controlled directly and indirectly. Brief description of each subsidiaries are as follows.
1. Panamas
a. Brief History
Panamas is a limited company established pursuant to the prevailing regulations in Indonesia, located in Surabaya. Panamas was established in 1989 pursuant to the Deed of Establishment No.8 dated July 8, 1989,
made in the presence of Sastra Kosasih, Notary in Surabaya, whose deed has been approved by the Minister of Justice in the Decree No. C2-
8628.HT.01.01.th.’89, dated 13 September 1989 and ws announced in Berita Negara Republik Indonesia No. 96 dated December 1, 1989, Additional No. 3320.
The Articles of Association had been amended several times. The last amendment was as attached in the Deed of Resolution Statement of the Shareholders of Panamas without the Conduct of an Extraordinary
Annual General Meeting No.6, dated September 4, 2008, made in the presence of Khusnul Yaqin, S.H., M.Hum., Notary in Surabya, whose deed has been approved by the Minister of Law and Human Rights in
accordance with the Decree No. AHU-78360.AH.01.02. in 2008, dated October 27, 2008.
b. Business Activities
Panamas is a company in the cigarette distribution industry.
c. Capital Structure and Share Ownership
Based on the latest version of Article of Association and the Deed of Resolution Statement of Panamas General Meeting of Shareholder No.12, dated June 25, 2012, made in the presence of Dicky Dwiharnanto,
S.H., M.Kn., Notary in Sidoarjo, whose deed has been notified to the Minister of Justice and Human Rights according to the Receipt Letter of Notification No. AHU-AH.01.10-17498 dated May 8, 2014, the shareholding
structure of Panamas is as follows:
Description Par Value of Rp1,000 per Share
Share Amount Jumlah Nilai Nominal
Share Amount
Authorized Capital 8,000,000
Rp8,000,000,000
65
Description Par Value of Rp1,000 per Share
Share Amount Jumlah Nilai Nominal
Share Amount
Issued and Paid-Up Capital
1.
The Company 2,110,387
Rp2,110,387,000 99.90
2.
Sampoerna Printpack 2,113
Rp2,113,000 0.10
Number of Issued and Fully Paid 2,112,500
Rp2,112,500,000 100.00
Unissued Shares 5,887,500
Rp5,887,500,000 -
d. Management and Monitoring
Based on the Deed of Resolution Statement of Panamas General Meeting of Shareholder No.96, dated May 22, 2014, made in the presence of Aryanti Artisari, S.H., M.Kn., Notary in Jakarta, whose deed has been
notified to the Minister of Justice and Human Rights according to the Receipt Letter of Notification No. AHU- 10221.40.22.2014, dated May 26, 2014 and as of the date this Prospectus is published, the structure of the
Board of Commissioners and Board of Directors of Panamas is as follows:
Board of Commissioner
Commissioner : Henny Susanto
Board of Directors
Director : Maria Lingkan Setyawati Bera
e. Important Financial Information
The following table illustrates the financial milestone of Panamas whose numbers are quoted from their audited financial statement for the 6 six month period ending June 30, 2015, and the year ending December
31, 2014, 2013 and 2012. The financial statements had been audited based on audit standard by Indonesan Institute Of Certifed Public Accountants “IICPA” by by KAP Tanudiredja, Wibisana Partner member
ofPriceWaterhouseCoopers with unqualified opinion in regards to those financial statements. Consolidated financial information of Panamas for the six month period ending June 30, 2014 adopted from
Panamas concolidated financial statement were not audited for the six month period ended June 30, 2014 were prepared and presented accordance with the Financial Accounting Standards “FAS” in Indonesia.
in billion Rupiah
Descprition June 30, 2015
December 31 2014
2013 2014
Asset 2,278.9
2,109.5 1,299.9
883.2 Liabilities
2,044.4 1,640.4
1,187.7 819.2
Equity 234.5
469.1 112.2
64.0 in billion Rupiah
escription For the six months ended June 30
For the year ended December 31 2015
2014 2014
2015 2014
Revenue 4,796.2
4,480.1 9,039.0
6,192.4 4,299.1
Selling Expense 4,482.2
4,243.9 8,284.2
5,921.3 4,162.8
Profit before tax 225.5
150.9 559.4
116.4 3.5
Net profit for the period and total comprehensive income
169.1 111.1
417.6 78.6
3.4
Six-month period ending June 30, 2015 compared to the six month period ending June 30 2014 and comparison of financial position for June 30 and December 31, 2014
Profit before tax of Panamas increased by 49.4 or Rp74.6 billion mainly because of an increase in revenue of 7.1 or Rp316.1 billion caused by increase in subsidiaries revenue SIS because of increase in sales
volume and selling price and partially compensated by the increase in selling expense by 5.6 or Rp238.3 billion caused by increase in excise fees and raw material price.
Panamas asset increased by 8.0 or Rp169.4 billion caused by increase in account receivable because of increase in sales volume and selling price.
Panamas liabilities increased by 24.6 or Rp404.0 billion mainly caused by dividend payable to shareholders of Rp402.6 billion.
Decreased in Panamas equity of Rp234.6 billion or 50.0 caused by approval of cash payment by the decision
66
on AGM dated June 30, 2015 amounted to Rp399.3 billion, partly offset by total comprehensive income fo the period amounted to Rp168.8 billion for the six month period ended June 30, 2015.
The year ending December 31, 2014 compared to the year ending December 31, 2013 and comparison of financial position at December 31, 2014 and December 31, 2013
Profit before tax increased by 62.3 or Rp809.6 billion mainly due to increase in revenue of 45.9 or Rp2,846.6 billion causes by increase in subsidiaries revenue due to increase in sales volume and selling price,
and partially compensated by the increase in cost of goods sold of 39.9 or Rp2,362.8 billion caused by the increase in excise fee and raw material price.
Asset increased by 62.3 or Rp809.6 billion due to an increase in short term receivable of Rp279.1 billion and partialycompensated by decrease in inventory and fixed asset Rp15.8 billion and Rp11.5 billion
respectively.
2. Sampoerna Printpack a. Brief History
