WINS - AGM&EGM 2015 - Summary Resolution
PT Wintermar Offshore Marine Tbk
(“Company”)
Announcement Summary Of Minutes Of Result Of Resolution Of The Annual General Meeting Of Shareholders 2014
And Extraordinary General Meeting Shareholders
The Board of Directors of the Company hereby announce to Shareholders of the Company that the Company has held:
I. The Annual General Meeting of Shareholders (“AGM”)
A. At:
Day/Date
: Thursday / 07 May 2015
Time
: 09.12 a.m until finish
Venue
: Financial Hall, 2nd Floor, Financial Club Jakarta
Graha CIMB Niaga,
Jalan Jend. Sudirman Kav. 58,
Jakarta ‐ Indonesia
Agenda of AGM:
1. Approval of Annual Report of the Company 2014 regarding the BOD Report of the Activities of the Company,
Report of Implementation of Supervisory Duty of Board of Commissioners (“BOC”) and the Approval to the
Financial Report of the Company for the year ended on 31st of December 2014;
2. Determination of Utilization of Profits for 2014;
3. Appointment of Public Accountant to Audit Financial Report of the Company for Financial Year 2015;
4. Determination of Remuneration of BOC and BOD for Financial Year 2015;
B. Member of Board of Directors and Board of Commissioners of the Company who attend the AGM:
Board of Commissioners
President Commissioner and
Independent Commissioner : Mr. Jonathan Jochanan
Commissioner
: Mr. Johnson Williang Sutjipto
Commissioner
: Mr. Darmawan Layanto
Board of Directors
Managing Director
: Mr. Sugiman Layanto
Director
: Mrs. Nely Layanto
Director
: Mr. Philippe Surrier
Independent Director
: Mr. H. Endo Rasdja
Director
: Mr. John Anderson Slack
Director
: Mr. Marc Peter Thomson
Director
: Mr. Janto Lili
Director
: Mr. Arif Budi Sayoga
C. AGM was attended by 3.250.518.988 shares of the Company or equal to 80,618% of all total shares which have valid
voting rights issued by the Company.
D. For each of the Agenda items discussed in the AGM, the Company always provided a session for Shareholders to raise
their questions and / or suggestions.
E. Total of Shareholders who raised question and/or gave suggestions are:
AGM First Agenda is 2 (two) shareholders;
No question or suggestion raised by the Shareholders for the rest of AGM Agenda.
F. The mechanism to reach a resolution at the AGM is as follows:
Resolution at the AGM was reached based on deliberations for a consensus. If a consensus are not reached, the
resolution shall be made based on voting mechanism
G. AGM Resolution:
The First Agenda was approved by unanimous consensus.
For the Second, Third and Fourth Agenda were resolved by voting mechanism as follows:
Agenda
For
Against
Abstain
Agenda II
3.059.252.322 shares or 94,1158 %
191.266.666 shares or 5,8841 % of
of all valid shares attend the AGM
all valid shares attend the AGM
Agenda III
3.024.560.276 shares or 93,0485% 34.692.046 shares or 191.266.666 shares or 5,8841% of
of all valid shares attend the AGM
1,0672 % of all valid all valid shares attend the AGM
shares attend the AGM
Agenda IV
3.059.247.720 shares or 94,1156% 4.602 shares or 0,0001% 191.266.666 shares or 5,8841% of
of all valid shares attend the AGM
of all valid shares attend all valid shares attend the AGM
the AGM
H. The AGM Resolutions has been approved mainly as follows:
First Agenda:
Approve:
1. The Annual Report of the Company for Year 2014 include Board of Directors Report for Activities of the Company
and the Implementation of Supervisory Duty of the Board of Commissioners for Year 2014;
2. Ratification of the Consolidated Financial Statements of the Company for the Year ended 31st December 2014
which has been audited by Public Accountant Aryanto, Amir Jusuf, Mawar & Saptoto, with an unqualified opinion
pursuant to their report No. R/092.AGA/Iji.2/2015 dated 2 March 2015;
3. Gave full acquittal and discharge to the members of the Board of Directors and those of the Board of
Commissioners from any responsibility and accountability for management and supervisory duty they had
performed during the year ended 31 December 2014, provided that such acts were reflected in the Annual Report
of the Company and Consolidated Financial Statement for 2014.
Second Agenda:
Approve the Determination of the utilization of Net Profit of the Company for Year 2014:
1. Amounting An amount of of USD100,000 determined as Reserves for the purpose of fulfilling the provision Clause
70 of the Limited Liability Company Act No. 40 Year 2007, utilization in accordance with Clause 23 of the Articles of
Association of the Company
2. The remaining profit for year 2014 will be adding the Retained Earnings, to support the development and business
expansion of the Company
Third Agenda:
Approve and delegate the authority to the Board of Directors of the Company to:
1. With approval from Board of Commissioners of the Company, to appoint an Independent Public Accountant who will
conduct the audit of the Financial Statements of the Company for year ended 31 December 2015 with the provision
that the appointed Public Accountant is registered with the Indonesia Financial Services Authority.
2. To define the honorarium and other terms within the appointment of the said Public Accountant Office
Fourth Agenda:
Approve and delegate the authority to the Board of Commissioners to:
1. Determine the salary and honorarium along with other allowances for the Board of Commissioners and authorise
the President Commissioner to determine the distribution among members of Board of Commissioners;
2. Determine salary, service fees and other allowances which will be distributed to members of Board of Directors of
the Company;
II. The Extraordinary General Meeting of Shareholders (“EGM”)
A. At:
Day/Date
: Thursday / 07 May 2015
Time
: 09.12 a.m until finish
Venue
: Financial Hall, 2nd Floor, Financial Club Jakarta
Graha CIMB Niaga,
Jalan Jend. Sudirman Kav. 58,
Jakarta – Indonesia;
Agenda of EGM:
1. Approval of Amendment of Articles of Association of the Company on adjustment to the terms regulated in (i)
Regulation of Financial Supervisory Authority No.32/POJK.04/2014 concerning the Plan and Implementation of
General Meeting of Shareholders of the Listed Company; and (ii) Regulation of Financial Supervisory Authority
No.33/POJK.04/2014 concerning the Board of Directors and Board of Commissioners of Issuer and Listed Company;
2. Approval of Changing the Composition of the BOD and BOC;
3. Approval of the Amendment of Articles of Association of the Company and grant the power to the BOC of the
Company to increase the Issued Capital and Paid Up Capital of the Company.
B. Member of Board of Directors and Board of Commissioners of the Company who attend the EGM:
Board of Commissioners
President Commissioner and
Independent Commissioner : Mr. Jonathan Jochanan
Commissioner
: Mr. Johnson Williang Sutjipto
Commissioner
: Mr. Darmawan Layanto
Board of Directors
Managing Director
: Mr. Sugiman Layanto
Director
: Mrs. Nely Layanto
Director
: Mr. Philippe Surrier
Independent Director
: Mr. H. Endo Rasdja
Director
: Mr. John Anderson Slack
Director
: Mr. Marc Peter Thomson
Director
: Mr. Janto Lili
Director
: Mr. Arif Budi Sayoga
C. EGM was attended by 3.250.862.178 shares of the Company or equal to 80,627% of all total shares which have valid
voting rights issued by the Company.
D. For each of the Agenda items discussed in the EGM, the Company always provided a session for Shareholders to raise
their questions and / or suggestions.
E. Total of Shareholders who raised question and/or gave suggestions are:
EGM First Agenda is 1 (one) shareholder;
No question or suggestion raised by the Shareholders for the rest of EGM Agenda.
F. The mechanism to reach a resolution at the EGM is as:
Resolution at the EGM was reached based on deliberations for a consensus. If a consensus are not reached the
resolution shall be made based on voting mechanism.
G. EGM Resolutions:
The resolutions were resolved by voting mechanism as follows:
Agenda
For
Against
Abstain
Agenda I
3.250.690.678 shares or 99,9947% of 171.500 shares or ‐
all valid shares attend the EGM
0,0052% of all valid
shares attend the EGM
Agenda II
3.052.422.282 shares or 93,8957% 74.078.950 shares or 124.360.946 shares or 3,8254% of
of all valid shares attend the EGM 2,2787% of all valid all valid shares attend the EGM
shares attend the EGM
Agenda III
3.052.422.282 shares or 93,8957% 74.078.950 shares or 124.360.946 shares or 3,8254% of
of all valid shares attend the EGM
2,2787% of all valid all valid shares attend the EGM
shares attend the EGM
H. The EGM Resolutions has been approved mainly as follows:
First Agenda:
Approve:
1. Approve changes and realignment of the entire provisions of the Articles of Association of the Company among
others arrange its adjustment in accordance with provisions sets in Indonesia Financial Services Authority
Regulation No.32 and No.33 as attached to the Annex in the Meeting
2. Approve delegation authority to the Board of Directors of the Company with substitution right to reinstate part or
whole of the Resolutions of this Meeting including to compile and to reinstate the entire provisions of the Articles
of Association of the Company in a Notary Deed and to submit application of notice regarding changes of the said
Company’s Articles of Association to the Minister of Law and Human Rights of Republic of Indonesia and to conduct
all actions needed in relation to the said changes of the Articles of Association.
Second Agenda:
1. Approve the resignation of Mr. Arif Budi Sayoga from his position as Director of the Company as from the closing of
this Meeting with acknowledgment of appreciation over his contribution over the time during his tenure in the
Company.
2. Terminate and reappoint all the members of Board of Commissioners of the Company and terminate and reappoint
Mr. Sugiman Layanto in his position as Managing Director, Mrs. Nely Layanto in her position as Director, Mr.
Philippe Surrier in his position as Director and Mr. H. Endo Rasdja in his position as Independent Director, for
tenure until the closing of the 5th meeting of Annual General Meeting of Shareholders since the date of this
reappointment.
3. Grant authorization to the Board of Directors of the Company with substitution right to declare the resolution of
the Meeting related to the changes of the composition of the Board of Commissioners and Board of Directors of
the Company, into a separate Notary Deed including but not limited to the report to Minister of Law and Human
Rights of the Republic of Indonesia and to registered it to other authorization institution.
Third Agenda:
Approve:
1. Implementation of exercise of the option from MESOP Program and Increase Capital with Non Pre‐emptive Rights
which had been approved by the Annual General Meeting of Shareholders year 2014 dated 5 June 2014 and valid
through 2 years since the date of approval from the said AGMS, therefore still valid until 5 June 2016, and all
MESOP exercise which had been approved in previous GMS, then after the issued and paid up capital will be
increased, in accordance with provision Clause 41 Act No.40 Year 2007 regarding Limited Liability Company which
regulate that the implementation of increasing the capital can be delegated to the Board of Commissioners for
duration of one year.
2. Granting authority to the Board of Commissioners to increase issued and paid up capital of the Company for
duration of one year until 7 May 2016.
3. Granting authority to the Board of Commissioners of the Company to change Articles of Association Clause 4
Paragraph 2 with increasing the Issued Capital and Paid Up Capital of the Company and to reinstate the resolution
related to the said purpose to a Notary Deed and then to submit application of notification to the Minister of Law
and Human Rights of the Republic of Indonesia, and to register the said to the company register and to announce
the said changes in the State Gazette in accordance with the prevailing regulation.
.
Jakarta, 11 May 2015
The Board of Directors
(“Company”)
Announcement Summary Of Minutes Of Result Of Resolution Of The Annual General Meeting Of Shareholders 2014
And Extraordinary General Meeting Shareholders
The Board of Directors of the Company hereby announce to Shareholders of the Company that the Company has held:
I. The Annual General Meeting of Shareholders (“AGM”)
A. At:
Day/Date
: Thursday / 07 May 2015
Time
: 09.12 a.m until finish
Venue
: Financial Hall, 2nd Floor, Financial Club Jakarta
Graha CIMB Niaga,
Jalan Jend. Sudirman Kav. 58,
Jakarta ‐ Indonesia
Agenda of AGM:
1. Approval of Annual Report of the Company 2014 regarding the BOD Report of the Activities of the Company,
Report of Implementation of Supervisory Duty of Board of Commissioners (“BOC”) and the Approval to the
Financial Report of the Company for the year ended on 31st of December 2014;
2. Determination of Utilization of Profits for 2014;
3. Appointment of Public Accountant to Audit Financial Report of the Company for Financial Year 2015;
4. Determination of Remuneration of BOC and BOD for Financial Year 2015;
B. Member of Board of Directors and Board of Commissioners of the Company who attend the AGM:
Board of Commissioners
President Commissioner and
Independent Commissioner : Mr. Jonathan Jochanan
Commissioner
: Mr. Johnson Williang Sutjipto
Commissioner
: Mr. Darmawan Layanto
Board of Directors
Managing Director
: Mr. Sugiman Layanto
Director
: Mrs. Nely Layanto
Director
: Mr. Philippe Surrier
Independent Director
: Mr. H. Endo Rasdja
Director
: Mr. John Anderson Slack
Director
: Mr. Marc Peter Thomson
Director
: Mr. Janto Lili
Director
: Mr. Arif Budi Sayoga
C. AGM was attended by 3.250.518.988 shares of the Company or equal to 80,618% of all total shares which have valid
voting rights issued by the Company.
D. For each of the Agenda items discussed in the AGM, the Company always provided a session for Shareholders to raise
their questions and / or suggestions.
E. Total of Shareholders who raised question and/or gave suggestions are:
AGM First Agenda is 2 (two) shareholders;
No question or suggestion raised by the Shareholders for the rest of AGM Agenda.
F. The mechanism to reach a resolution at the AGM is as follows:
Resolution at the AGM was reached based on deliberations for a consensus. If a consensus are not reached, the
resolution shall be made based on voting mechanism
G. AGM Resolution:
The First Agenda was approved by unanimous consensus.
For the Second, Third and Fourth Agenda were resolved by voting mechanism as follows:
Agenda
For
Against
Abstain
Agenda II
3.059.252.322 shares or 94,1158 %
191.266.666 shares or 5,8841 % of
of all valid shares attend the AGM
all valid shares attend the AGM
Agenda III
3.024.560.276 shares or 93,0485% 34.692.046 shares or 191.266.666 shares or 5,8841% of
of all valid shares attend the AGM
1,0672 % of all valid all valid shares attend the AGM
shares attend the AGM
Agenda IV
3.059.247.720 shares or 94,1156% 4.602 shares or 0,0001% 191.266.666 shares or 5,8841% of
of all valid shares attend the AGM
of all valid shares attend all valid shares attend the AGM
the AGM
H. The AGM Resolutions has been approved mainly as follows:
First Agenda:
Approve:
1. The Annual Report of the Company for Year 2014 include Board of Directors Report for Activities of the Company
and the Implementation of Supervisory Duty of the Board of Commissioners for Year 2014;
2. Ratification of the Consolidated Financial Statements of the Company for the Year ended 31st December 2014
which has been audited by Public Accountant Aryanto, Amir Jusuf, Mawar & Saptoto, with an unqualified opinion
pursuant to their report No. R/092.AGA/Iji.2/2015 dated 2 March 2015;
3. Gave full acquittal and discharge to the members of the Board of Directors and those of the Board of
Commissioners from any responsibility and accountability for management and supervisory duty they had
performed during the year ended 31 December 2014, provided that such acts were reflected in the Annual Report
of the Company and Consolidated Financial Statement for 2014.
Second Agenda:
Approve the Determination of the utilization of Net Profit of the Company for Year 2014:
1. Amounting An amount of of USD100,000 determined as Reserves for the purpose of fulfilling the provision Clause
70 of the Limited Liability Company Act No. 40 Year 2007, utilization in accordance with Clause 23 of the Articles of
Association of the Company
2. The remaining profit for year 2014 will be adding the Retained Earnings, to support the development and business
expansion of the Company
Third Agenda:
Approve and delegate the authority to the Board of Directors of the Company to:
1. With approval from Board of Commissioners of the Company, to appoint an Independent Public Accountant who will
conduct the audit of the Financial Statements of the Company for year ended 31 December 2015 with the provision
that the appointed Public Accountant is registered with the Indonesia Financial Services Authority.
2. To define the honorarium and other terms within the appointment of the said Public Accountant Office
Fourth Agenda:
Approve and delegate the authority to the Board of Commissioners to:
1. Determine the salary and honorarium along with other allowances for the Board of Commissioners and authorise
the President Commissioner to determine the distribution among members of Board of Commissioners;
2. Determine salary, service fees and other allowances which will be distributed to members of Board of Directors of
the Company;
II. The Extraordinary General Meeting of Shareholders (“EGM”)
A. At:
Day/Date
: Thursday / 07 May 2015
Time
: 09.12 a.m until finish
Venue
: Financial Hall, 2nd Floor, Financial Club Jakarta
Graha CIMB Niaga,
Jalan Jend. Sudirman Kav. 58,
Jakarta – Indonesia;
Agenda of EGM:
1. Approval of Amendment of Articles of Association of the Company on adjustment to the terms regulated in (i)
Regulation of Financial Supervisory Authority No.32/POJK.04/2014 concerning the Plan and Implementation of
General Meeting of Shareholders of the Listed Company; and (ii) Regulation of Financial Supervisory Authority
No.33/POJK.04/2014 concerning the Board of Directors and Board of Commissioners of Issuer and Listed Company;
2. Approval of Changing the Composition of the BOD and BOC;
3. Approval of the Amendment of Articles of Association of the Company and grant the power to the BOC of the
Company to increase the Issued Capital and Paid Up Capital of the Company.
B. Member of Board of Directors and Board of Commissioners of the Company who attend the EGM:
Board of Commissioners
President Commissioner and
Independent Commissioner : Mr. Jonathan Jochanan
Commissioner
: Mr. Johnson Williang Sutjipto
Commissioner
: Mr. Darmawan Layanto
Board of Directors
Managing Director
: Mr. Sugiman Layanto
Director
: Mrs. Nely Layanto
Director
: Mr. Philippe Surrier
Independent Director
: Mr. H. Endo Rasdja
Director
: Mr. John Anderson Slack
Director
: Mr. Marc Peter Thomson
Director
: Mr. Janto Lili
Director
: Mr. Arif Budi Sayoga
C. EGM was attended by 3.250.862.178 shares of the Company or equal to 80,627% of all total shares which have valid
voting rights issued by the Company.
D. For each of the Agenda items discussed in the EGM, the Company always provided a session for Shareholders to raise
their questions and / or suggestions.
E. Total of Shareholders who raised question and/or gave suggestions are:
EGM First Agenda is 1 (one) shareholder;
No question or suggestion raised by the Shareholders for the rest of EGM Agenda.
F. The mechanism to reach a resolution at the EGM is as:
Resolution at the EGM was reached based on deliberations for a consensus. If a consensus are not reached the
resolution shall be made based on voting mechanism.
G. EGM Resolutions:
The resolutions were resolved by voting mechanism as follows:
Agenda
For
Against
Abstain
Agenda I
3.250.690.678 shares or 99,9947% of 171.500 shares or ‐
all valid shares attend the EGM
0,0052% of all valid
shares attend the EGM
Agenda II
3.052.422.282 shares or 93,8957% 74.078.950 shares or 124.360.946 shares or 3,8254% of
of all valid shares attend the EGM 2,2787% of all valid all valid shares attend the EGM
shares attend the EGM
Agenda III
3.052.422.282 shares or 93,8957% 74.078.950 shares or 124.360.946 shares or 3,8254% of
of all valid shares attend the EGM
2,2787% of all valid all valid shares attend the EGM
shares attend the EGM
H. The EGM Resolutions has been approved mainly as follows:
First Agenda:
Approve:
1. Approve changes and realignment of the entire provisions of the Articles of Association of the Company among
others arrange its adjustment in accordance with provisions sets in Indonesia Financial Services Authority
Regulation No.32 and No.33 as attached to the Annex in the Meeting
2. Approve delegation authority to the Board of Directors of the Company with substitution right to reinstate part or
whole of the Resolutions of this Meeting including to compile and to reinstate the entire provisions of the Articles
of Association of the Company in a Notary Deed and to submit application of notice regarding changes of the said
Company’s Articles of Association to the Minister of Law and Human Rights of Republic of Indonesia and to conduct
all actions needed in relation to the said changes of the Articles of Association.
Second Agenda:
1. Approve the resignation of Mr. Arif Budi Sayoga from his position as Director of the Company as from the closing of
this Meeting with acknowledgment of appreciation over his contribution over the time during his tenure in the
Company.
2. Terminate and reappoint all the members of Board of Commissioners of the Company and terminate and reappoint
Mr. Sugiman Layanto in his position as Managing Director, Mrs. Nely Layanto in her position as Director, Mr.
Philippe Surrier in his position as Director and Mr. H. Endo Rasdja in his position as Independent Director, for
tenure until the closing of the 5th meeting of Annual General Meeting of Shareholders since the date of this
reappointment.
3. Grant authorization to the Board of Directors of the Company with substitution right to declare the resolution of
the Meeting related to the changes of the composition of the Board of Commissioners and Board of Directors of
the Company, into a separate Notary Deed including but not limited to the report to Minister of Law and Human
Rights of the Republic of Indonesia and to registered it to other authorization institution.
Third Agenda:
Approve:
1. Implementation of exercise of the option from MESOP Program and Increase Capital with Non Pre‐emptive Rights
which had been approved by the Annual General Meeting of Shareholders year 2014 dated 5 June 2014 and valid
through 2 years since the date of approval from the said AGMS, therefore still valid until 5 June 2016, and all
MESOP exercise which had been approved in previous GMS, then after the issued and paid up capital will be
increased, in accordance with provision Clause 41 Act No.40 Year 2007 regarding Limited Liability Company which
regulate that the implementation of increasing the capital can be delegated to the Board of Commissioners for
duration of one year.
2. Granting authority to the Board of Commissioners to increase issued and paid up capital of the Company for
duration of one year until 7 May 2016.
3. Granting authority to the Board of Commissioners of the Company to change Articles of Association Clause 4
Paragraph 2 with increasing the Issued Capital and Paid Up Capital of the Company and to reinstate the resolution
related to the said purpose to a Notary Deed and then to submit application of notification to the Minister of Law
and Human Rights of the Republic of Indonesia, and to register the said to the company register and to announce
the said changes in the State Gazette in accordance with the prevailing regulation.
.
Jakarta, 11 May 2015
The Board of Directors