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Description Nominal Value of Rp1,000 per share
Total Shares Nominal Value Rp
Authorized Capital 12,264,785,664
12,264,785,664,000 Issued and Paid Up Capital
PT Barito Pacific Tbk 2,034,698,055
2,034,698,055,000 66.36
Glazers Putnam Investment Ltd 701,338,625
701,338,625,000 22.87
Marigold Resources Pte. Ltd. 169,362,186
169,362,186,000 5.52
PrajogoPangestu 31,954,050
31,954,050,000 1.04
Ibrahim Risjad 13,681,750
13,681,750,000 0.45
Henry Halim 1,824,500
1,824,500,000 0.06
Public 113,337,250
113,337,250,000 3.70
Total Issued and Paid Up Capital 3,066,196,416
3,066,196,416,000 100.00
Shares in Portfolio 9,198,589,248
9,198,589,248,000
Year 2011
Based on the information disclosure letter sent by SCG Chemicals to Bapepam and LK dated 23 September 2011, on 23 September 2011, SCG Chemicals has purchased the
Company’s shares in a total of 919,858,925 shares from: i PT Barito Pacific Tbk in the total of 218,520,300 shares and ii Apleton Investments Ltd in the total of 701,338,625 shares, each of which at a price of Rp. 4,088.00 per share. Based on the
Shareholders Register dated 30 September 2011 issued by PT Raya Saham Registra, the shareholding composition of the Company were as follows:
Description Nominal Value of Rp1,000 per share
Total Shares Nominal Value Rp
Authorized Capital 12,264,785,664
12,264,785,664,000 Issued and Fully Paid Capital
PT Barito Pacific Tbk 1,816,177,755
1,816,177,755,000 59.23
SCG Chemicals Company Limited 919,858,925
919,858,925,000 30.00
Marigold Resources Pte. Ltd. 169,362,186
169,362,186,000 5.52
Masyarakat respectively less than 5 160,797,550
160,797,550,000 5.24
Total Issued and Paid Up Capital 3,066,196,416
3,066,196,416,000 100,00
Total Shares in Portfolio 9,198,589,248
9,198,589,248,000
Notes: includes shares owned by:
i Prajogo Pangestu in the total of 29,664,550 shares; and ii Erwin Ciputra in the total of 271,500 shares.
The shareholding composition of the shareholders of the Company and the shareholders who owns 5 or more, pursuant to the Shareholders Register as of 31 August 2013, issued by PT Raya Saham Registra as the Share Registrar appointed by the Company, is as follows:
Description Nominal Value of Rp1,000 per share
Total Shares Nominal Value Rp
Authorized Capital 12,264,785,664
12,264,785,664,000 Issued and Fully Paid Up Capital
PT Barito Pacific Tbk 1,819,769,755
1,819,769,755,000 59.35
SCG Chemicals Company Limited 923,444,925
923,444,925,000 30.12
Marigold Resources Pte. Ltd. 169,362,186
169,362,186,000 5.52
Public respectively less than 5 153,619,550
153,619,550,000 5.01
Total Issued and Paid Up Capital 3,066,196,416
3,066,196,416,000 100.00
Total Shares in Portfolio 9,198,589,248
9,198,589,248,000
Notes: includes shares owned by:
i Prajogo Pangestu in the total of 29,669,550 shares; ii Erwin Ciputra in the total of 1,533,500 shares;
iii Lim Chong Thian in the total of 26,500 shares; iv Paramate Nisagornsen in the total of 30,000 shares; and
v Raymond Budhin in the total of 59,500 shares.
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3. Organization structure
As of the date of this Prospectus, the organization structure of the Company is as follow:
PRESIDEN DIREKTUR WAKIL PRESIDEN
DIREKTUR POLYMER COMMERCIAL
WAKIL PRESIDEN DIREKTUR OPERASI
DIREKTUR MONOMER COMMERCIAL
DIREKTUR KEUANGAN DIREKTUR MANUFAKTUR
DIREKTUR SUMBER DAYA MANUSIA ADMINISTRASI
Production Project
Monomer Feedstock Polymer Sales
Financial Plan Support Olefins BD Production
Safety, Health Environment
Butadiene Human Resources
Inverstor Relation Monomer Feedstock
Analyst Accounting Tax
Polymer Production Technical, Engineering
Research Cracker
Employee Relation Corporate Relation
Technical Service Product Development
Head of Security Treasury
Styrene Production Planning Optimization
Polymer Derivative Expansion
General Affair Legal
Marketing Business Development
Information Technology Maintenance
Quality Management Internal Audit
Contract Procurement Central Laboratory
4. Management
Board of Commissioners The main duties of the Board of Commissioners of the Company are to advise and supervise the policies of the Board of Directors in
managing the Company. Based on article 17 of the Company’s articles of association, the Company is under the supervision of the Board of Commissioners which consist of a minimum of 2 two members and a maximum of 7 seven members, one of whom is appointed as the
President Commissioner and one of whom is appointed as the Vice President Commissioner. The Board of Commissioners shall have independent commissioners who are not directly or indirectly have conflict of interest with the company or its affiliates, inclusive of
ownership interest, interest in a contract or other economic interest. The Company must have independent commissioners filling at least
30 of the Board of Commissioners’ seats. Members of the Board of Commissioners are appointed by the General Meeting of Shareholders from the date of the General Meeting of
Shareholders which appoint them until the closing of the third Annual General Meeting of Shareholders after their appointment, without prejudice to the rights of the General Meeting of Shareholders to dismiss a commissioner at any time before the end of his or her term of
office.
Board of Directors Pursuant to article 13 of the Company’s Articles of Association, the Company is managed and led by a Board of Directors which consist of a
minimum of 2 two members and a maximum of 7 seven members of the Board of Directors, including one President Director and a maximum of two Vice President Directors.
Members of the Board of Directors are appointed by the General Meeting of Shareholders from the date of the General Meeting of Shareholders which appoint them until the closing of the third Annual General Meeting of Shareholders after their appointment, without
prejudice to the rights of the General Meeting of Shareholders to dismiss a director before the end of his or her term of office. Pursuant to i the Deed of Statement of Resolutions of Annual General Meeting of Shareholders No. 41 dated 8 December 2011, drawn
before Fathiah Helmi, S.H., Notary in Jakarta “Deed No. 412011” and ii Deed of Statement of Resolutions of Annual General Meeting of
Shareholders No. 6 dated 4 June 2012, drawn before Fathiah Helmi, S.H., Notary in Jakarta “Deed No. 62012”, the composition of the
Board of Commissioners as of the date of this Prospectus is as follows:
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Board of Commissioners:
President Commissioner : George Allister Lefroy
Vice President Commissioner – Independent
Commissioner : Tan Ek Kia
Commissioner – Independent Commissioner
: Hanadi Rahardja Commissioner
: Agus Salim Pangestu Commissioner
: Dra. Loeki Sundjaja Putra Commissioner
: Cholanat Yanaranop Commissioner
: Chaovalit Ekabut The composition of the Board of Commissioners as stipulated above has been notified to the MOLHR pursuant to i the Notification Letter
on the Changes of the Company ’s Data No. AHU-AH.01.10-42164 dated 23 December 2011 and registered in Company Registry of the
Ministry of Law and Human Rights under No. AHU-0105873.AH.01.09.Tahun 2011 dated 23 December 2011; and ii the Notification Letter on the Changes of the Company
’s Data No. AHU-AH.01.10-24460 dated 4 July 2012 and registered in Company Registry of the Ministry of Law and Human Rights under No. AHU-060838.AH.01.09.Tahun 2012 dated 4 July 2012.
The composition of the Board of Commissioners above is valid as of 4 June 2012 until the closing of the Annual General Meeting of Shareholders which would be held in 2015.
Pursuant to i the Deed No. 232010, ii the Deed No. 412011, and iii the Deed No. 62012, the composition of the Board of Directors of the Company as of the date of this Prospectus is as follows:
Board of Directors:
President Director : Erwin Ciputra
Vice President Director : Paramate Nisagornsen
Vice President Director : Raymond Budhin
Director : Lim Chong Thian
Director : Baritono Pangestu
Director : Paisan Lekskulchai
Director : Muntalip Santoso
The composition of the Board of Directors above has been notified to the MOLHR pursuant to i Notification Letter on the Changes of the Companys Data No. AHU-AH.01.10-30675 dated 30 November 2010 and registered in Company Registry of the Ministry of Law and
Human Rights under No. AHU-0086788.AH.01.09 Tahun 2010 dated 30 November 2010; ii Notification Letter on the Changes of the Companys Data under No. AHU-AH.01.10-42164 dated 23 December 2011 and registered in the Company Registry of the Ministry of Law
and Human Rights under No. AHU-0105873.AH.01.09.Tahun 2011 dated 23 December 2011; and iii Notification Letter on the Changes of the Companys Data under No. AHU-AH.01.10-24460 dated 4 July 2012 and registered in Company Registry of the Ministry of Law and
Huma Rights under No. AHU-060838.AH.01.09.Tahun 2012 dated 4 July 2012.
The composition of the Board of Directors above is valid as of 4 June 2012 until the closing of the Annual General Meeting of Shareholders which would be held in 2015, except for Raymond Budhin as the Vice President Director which is valid as of 1 July 2012 until the closing of
the Annual General Meeting of Shareholders which would be held in 2015.
The following sets out brief information of each member of the Board of Commissioners of the Company: George Allister Lefroy
President Commissioner Australian National. Born in 1940 and is 73 years old.
Served as President Commissioner since January 2011.
Mr. Lefroy is a Bachelor of Engineering from the University of Western Australia, Master of Engineering Science from the University of Western Australia, and PhD in Chemical Engineering
from Cambridge University, United Kingdom. Acting as the President Commissioner of TPI from April 2006 until the Merger, and now also holding President Commissioner position in the
Company. With 42 years of experience in petrochemical industry, he previously served in several positions including Director of the Australian Power and Energy Ltd. until 2005, Director of the
International Training Australia Pty., Ltd. until 2004, and Executive Vice President for Asia Pacific and Middle East at Shell Chemicals from 1997 to 2000. From 2000 to 2006, he served as Director
of Singapore Power Ltd., since 2005 he has held the Director position for SP AusNet. Ltd. Since 2005 he has been a Director of Cobar Consolidated Resources Ltd.
