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XI. LEGAL OPINION
Following is a copy of the Legal Opinion regarding everything related to the Company, related to the LPO of the Company that have been prepared by the Legal Consultant Mochtar Karuwin Komar.
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XII. CONSOLIDATED FINANCIAL STATEMENTS WITH INDEPENDENT AUDITORS REPORT
The consolidated financial statements of the Company dated June 30, 2015 and for the period of 6 six months ended June 30, 2015 and as of and for the years ended December 31, 2014 , 2013 and 2012 included in this Prospectus have
been audited by KAP Tanudiredja, Wibisana, Rintis Partners, formerly known as KAP Tanudiredja, Wibisana Partners a member firm of PricewaterhouseCoopersglobal network, independent public accountants, in accordance
with auditing standards established by IICPA, with fairness opinion, which report is included in this Prospectus.
388 PT Hanjaya Mandala Sampoerna Tbk
XIII. DIVIDEND POLICY
In accordance with the applicable regulations in Indonesia, the Shareholders must approve the distribution of dividends at a general meeting of Shareholders upon the recommendation of the Board of Directors.
Shareholders on the applicable recording datewill be entitled to receive the full amount of dividends approved, subject to any Indonesian withholding tax. The dividends will be paid in Rupiah and must be paid within 30 days after the
announcement of the result of the general meeting of Shareholders approving the distribution of dividend. The dividends received by non-Indonesian shareholders will be subject to a 20 withholding tax in Indonesia unless reduced under an
applicable Double Taxation Avoidance Agreement. The following table shows cash dividend per share that was declared and paid by the Company since 2012:
in bilion Rupiah, otherwise stated differentlyotherwise
Description December 31
2014
2
2013 2012
2011
Year Final Dividend was Declared 2015
2014 2013
2012 Dividend Declared
8,801.1 10,650.7
9,945.0 7,670.3
Interim Dividend -
- -
876.6 Interim Dividend Payment Date
- -
- 23 December 2011
Final Dividend Paid 8,801.1
10,650.7 9,945.0
6,793.7 Final Dividend Payment Date
September 92015 23 December 2014
18 December 2013 27 December 2012
Dividend Payout Ratio
1
86,4 98,4
100 95,1
1 Dividend payout ratio is calculated using the current years declared payment of dividends divided by the previous years profit as reported in
Sampoernas consolidated financial statements. 2
Based on a resolution of the Annual Shareholders General Meeting on April 27, 2015, the Shareholders approved and ratified distribution of Cash Dividend of Rp.4,27 trillion or Rp.975 full Rupiah per share from the 2014 profit for the year. The amount had been fully paid on May 28,
2015. Based on a resolution of the Extraordinary Shareholders General Meeting on August 10, 2015, the Shareholders approved and ratified distribution of Cash Dividend of Rp.4,53 trillion or Rp.1,033 full Rupiah per share from the Companys retained earnings from the financial years
1999 to 2014. The amount will be paid on September 9, 2015.
Based on the EGMS decision on 18 September 2015, the the shareholders agreed and authorized the distribution of Cash Dividends amounting to Rp3,449.4 billion or Rp787 in full Rupiah per share from the Company
’s retained earnings in year 2014.
In the last four years, the Companys practice has been to pay a dividend of close to 100 of its net profit for each year,subject to its financial performance and cash flow needs in the future, shareholder approval at its annual general
meeting and global and domestic macroeconomic conditions.
There is no negative covenants binding on the Company restricting the Company’s ability to distribute dividends to its shareholders.
Requirements for Distributing The requirements that must be met in order for a company to distribute dividends whether final or interim are provided
under the Company Law. Interim Dividends
Under Article 72 of the Company Law, a company is allowed to distribute interim dividends prior to the close of its financial year to the extent that: a the articles of association expressly contain provisions on distribution of interim
dividends; b the distribution of interim dividends does not result in the net assets of the company being less than its aggregate paid-up capital plus its mandatory reserves; and c the distribution of the interim dividend will not cause the
company to breach any covenants with its existing creditors or adversely affect the company’s business activities. The articles of association of the Company provide for and regulate the distribution of interim dividends. The distribution of
an interim dividend must be determined based on a decision of the Board of Directors with approval from the Board of Commissioners. If the Company suffers losses at the end of the relevant financial year, the Shareholders are required
to return any interim dividend distributed to them to the Company. The Board of Directors and Board of Commissioners will be jointly liable for any losses incurred by the Company if the Shareholders that received the interim dividend are
not able to return such amount. Final Dividends
Under the Company Law, a company may distribute a final dividend to Shareholders only if a company has booked a positive profit balance after deduction for setting aside part of its positive profit balance for its mandatory reserves at the
close of its financial year i.e. all net profit booked at the close of its financial year covers all accumulated losses from previous financial years. A part of net profits will have to be set aside for a companys mandatory reserves until the
reserve reaches at least 20 of the companys paid-up and issued capital. The Company has booked profit in its 2012, 2013 and 2014 Consolidated Financial Statements. As of June 30, 2015,
the Company has fully allocated funds for the mandatory reserves prior to the limited public offering. Dividend Policy
The recommendation, amount and payment of dividends by the Board of Directors and the approval of dividends by the
389 PT Hanjaya Mandala Sampoerna Tbk
Board of Commissioners is at their discretion and will depend on a number of factors at the relevant time, including the Company’s net profits, availability of reserves, capital expenditure requirements, results of operations, cash flows, the
payment of cash dividends by the Com pany’s subsidiaries, contractual restrictions and the Company’s overall financial
position. These, in turn, depend on a variety of factors, including successful implementation of the Company’s business strategy, financial, competitive and regulatory considerations, general economic conditions and other factors that may
be specific to the Company or its industry. Many of these factors are beyond the Company’s control. No inference should or can be made from the Companys dividend policy or its practice of paying dividends in the past as to the Companys
future profitability or the amount of dividends that the Companys Board of Directors and shareholders may approve in the future.
390 PT Hanjaya Mandala Sampoerna Tbk
XIV. TAXATION