Resolution AGM of Shareholder 280611. (106.65 kb)
Jl . Vet eran, Gr esik 61122. Telp. : +62 31 3981731, 3981732
Fax: +62 31 3983209, 3972264. Toll f ree: 0800-10-88888
ANNOUNCEMENT
THE RESOLUTIONS OF GENERAL MEETING OF SHAREHOLDERS
The Board of Direct ors of PT Semen Gresik (Persero) Tbk. (“ t he Company” ) hereby announce
t hat t he Annual General Meet ing of Shareholders (“ t he Meet ing” ), convened on Wednesday,
June 28, 2011 at Jakart a, result ing in t he f ollowing resolut ions:
Agenda 1:
1. Approved t he Annual Report concerning t he condit ion and t he operat ions of t he Company
in t he year 2010 including t he report of supervisory dut y act ivit ies of t he Board of
Commissioners during t he year 2010.
2. Rat if ied t he Company’ s Financial St at ement s f or t he year 2010 audit ed by t he Public
Account ing Firm (KAP) Purwant ono, Suherman & Surj a, member f irm of Ernst & Young, as
report ed in t heir let t er Number: RPC-617/ PSS/ 2011 dat ed March 8, 2011 wit h “ f air l y in all
mat er ial respect s, t he consol idat ed f inancial posit i on of t he Company and i t s subsi di ar ies
as of December 31, 2010, and t he consoli dat ed r esult s of t heir oper at ions and t heir cash
f lows f or t he year s t hen ended in conf or mi t y wit h gener al ly accept ed account ing
pr incipl es i n Indonesi a” , at t he same t ime grant ed f ull release and discharge (vol ledig
acquit et de char ge) t o t he members of t he Board of Direct ors and Commissioners f or t heir
managerial and supervisory dut ies in year 2010, insof ar as such act ions are recorded in t he
Company’ s books and are not cont radict ory t o t he provisions of laws and regulat ions, wit h
not es f or t he Board of Direct ors t o:
a) review t he st ipulat ions of t he Company’ s Art icle of Associat ion relat ed t o t he
limit at ion of mat erial t ransact ion in order t o improve t he Company’ s management
more ef fect ive in accordance t o t he rules and regulat ions, and report t he result s of
st udy in t he next General Meet ing of Shareholders.
b) maint ain, opt imize, and improve t he Company’ s perf ormance and value, including it s
subsidiaries, and give more priorit y and at t ent ion in t he implement at ion of invest ment
and synergy amongst St at e Owned Ent erprises/ ot her companies, it s subsidiaries as well
as int er-subsidiaries, in order t o provide opt imum result s f or t he benef it of t he
Shareholders.
c) maximize t he prof it earned, especially f rom t he Company’ s core business t hrough
opt imizat ion of well-planned resources and cost ef f iciency in order t o minimize
deviat ion t hat may eff ect t he achievement of Company’ s perf ormance.
d) give at t ent ion in t he development of organizat ion syst em based on compet ency,
including t he making of int egrat ed and comprehensive Corporat e St rat egy bet ween
holding and it s subsidiaries f rom upst ream t o downst ream indust ry, t hus all resources
can be opt imized in order t o improve a consist ent and sust ained product ivit y and
ef f iciency.
e) give priorit y and more at t ent ion, bot h in t he implement at ion of invest ment , synergies
bet ween subsidiaries and it s holding, as well as improve t he compet ence of it s human
capit al in order t o ant icipat e t he current Company’ s development , among ot hers
relat ed t o t he const ruct ion of cement plant s, packing plant s and power plant in several
locat ions.
Agenda 2:
Rat if ied t he Annual Report of t he Part nership and Communit y Development Program (“ PKBL” )
in t he year ended December 31, 2010, as prepared based on PKBL Financial Report and t he
Minist er of St at e-owned Ent erprise regulat ion as t he basis f or comprehensive account ing in
addit ion t o t he Indonesian principle account ing st andard, audit ed by Public Account ing Firms
(KAP):
1. Hadori Sugiart o Adi & Rekan as report ed in t heir let t er Number: 04/ LAI-SG-PKBL/ SBY I
/ II/ 2011 dat ed February 7, 2011 f or PT Semen Gresik.
2. Gafar Salim & Rekan as report ed in t heir let t er Number: LAK-GS/ 1001 dat ed February 7,
2011 f or PT Semen Padang.
3. Usman & Rekan as report ed in t heir let t er Number: 003. b/ AU/ III/ 2011 dat ed March 14,
2011 f or PT Semen Tonasa,
wit h “ f air ly in al l mat er ial r espect s, t he f inancial posi t ion of t he Par t ner shi p and Communi t y
Devel opment Progr am on December 31, 2010, and act i vit ies r eport s, and t heir cash f l ows f or
t he year t hen ended” , and grant ed release and discharge (acquit et de charge) t o t he
members of t he Board of Direct ors and Commissioners f or t heir managerial and supervisory
dut ies on PKBL in year 2010, insofar as such act ions are recorded in t he PKBL’ s books and are
not cont radict ory t o t he provisions of laws and regulat ions.
The meet ing also asked t he implement at ion of PKBL audit f or t he year 2011 and t he f ollowing
years, t o use one Public Account ant Of f ice t o conduct it s general audit .
Agenda 3:
Approved t he appropriat ion of t he Company’ s net income f or t he year 2010 in t he amount of
Rp3, 633,219, 892, 000.00 which will be dist ribut ed as f ollows:
1. Dividend 50% or in t he amount of Rp1,816, 609,946, 000. 00
2. Approved t he appropriat ion of amount of t he fund of Part nership Program and Communit y
Program f or t he year 2011 t o be included as amendment in Company’ s budget wit h t he
det ails as f ollows:
a) Part nership Program f or t he year 2011: 1.85% or in t he amount of Rp67, 214,568, 002. 00
b) Communit y evelopment Program f or t he year 2010: 2% or in t he amount of
Rp72, 664, 397,840. 00
3. The remaining net income shall be allocat ed f or reserve which will be used f or t he
Company’ s development
4. Grant ed power of at t orney t o t he Company’ s Board of Direct ors t o t ake necessary act ions
and t o furt her st ipulat e t he payment of dividend dist ribut ion in accordance wit h t he
provisions of laws and regulat ions.
Not ed:
The Company already paid int erim dividend f or t he year 2010 in t he amount of
Rp344,028, 160, 000.00.
The
remaining
cash
dividend
in
t he
amount
of
Rp1, 472,581, 786, 000.00 will be paid t o:
a. Government of Republic of Indonesia in t he amount of Rp751, 098, 836,530. 00
b. Public in t he amount of Rp721,482, 949,470. 00
Agenda 4:
The amount of t ant iem f or t he year 2010 and salary/ honorarium, f acilit ies and allowances f or
t he year 2011 f or Board of Direct ors and Board of Commissioners is det ermined by Maj orit y
Shareholder and will be delivered in t he separat e let t er and report ed in t he next General
Meet ing of Shareholders.
Agenda 5:
1. Appoint ed Public Account ing Firm (KAP) Purwant ono, Suherman & Surj a, member f irm of
Ernst & Young t o conduct audit of t he Company’ s consolidat ed f inancial st at ement f or t he
year 2011 and ot her periods in t he year 2011 as long as needed f or special act ions based
on t he provisions of laws and regulat ions.
2. Appoint ed Public Account ing Firm (KAP) Purwant ono, Suherman & Surj a, member f irm of
Ernst & Young t o conduct audit of t he Annual Report on t he Part nership and Communit y
Development Program for t he year 2011.
3. Grant ed aut horit y t o t he Board of Commissioners t o appoint an alt ernat e Public
Account ing Firm (KAP) t o conduct audit of t he Company’ s Financial Report f or t he year
2011 and t he Annual Report of t he Part nership and Communit y Development Program f or
t he year 2011, st ipulat e condit ions and requirement s f or such appoint ment including but
not limit ed t o t he fees of t he int ended audit in t he event t he appoint ed Public Account ing
Firm can not perf orm or cont inue it s engagement due t o any reason what soever including
legal reasons and laws and regulat ions in t he capit al market sect or.
THE PROCEDURES FOR DIVIDEND PAYMENT:
1. Payment of dividend will be delivered on August 15, 2011 at t he lat est wit h t he f ollowing
condit ions:
a) Those whose are ent it led t o have dividends are:
i.
Shareholders who are st ill holding t he script shares whose names are regist ered in
t he Company’ s Shareholders Regist er managed by t he Company’ s Share
Administ rat ion Bureau (PT Dat indo Ent rycom) on recording dat e August 1, 2011 at
16.00 Indonesian West ern Time.
ii. Shareholders whose names are regist ered in Collect ive Deposit ory KSEI on recording
dat e August 1, 2011 at 16. 00 Indonesian West ern Time.
b) Payment of Dividend shall be f ollowed by:
i.
Sending t he not if icat ion of dividend direct ly t o t he shareholders who are st ill
holding t he script whose names are regist ered in t he Company’ s Share
Administ rat ion Bureau, or
ii. Transf erring t he amount t o t he shareholders’ own account s. Those shareholders
who are st ill holding t he script and Int end t o have t he payment s of dividend
t ransf er t o t heir bank account should not if y in writ ing af f ixed wit h t he st amp dut y
of Rp6, 000 including t he name, address and account number of t heir banks
at t ached wit h copies of ID cards which address should correspond wit h t he address
recorded in t he Company’ s Shareholders Administ rat ion Bureau as f ollows: PT
Dat indo Ent rycom, Puri Dat indo Belakang Wisma Diners Club, Jl. Jenderal Sudirman
Kav. 34-35, Jakart a 10220. Phone: (021) 570 9009, Fax. (021) 570 9026.
iii. Delivering t he payment t hrough account holders at KSEI for t hose shareholders
whose shares regist ered at KSEI:
c) Dividends payment s will not be t ransferable t o ot her part ies.
2. The basis f or inclusion in t he Company’ s Shareholders Regist rat ions are all shares t rading
in t he Indonesia St ock Exchange as f ollows:
-
Cum Dividend f or Regular and Negot iat ed Market
Ex Dividend f or Regular Market and Negot iat ed Market
Cum Dividend f or Cash Market
Ex Dividend f or t he Cash Market
Recording dat e
Dividend Payment
Remaining f inal Dividend per share f or t he year 2010
:
:
:
:
:
:
:
July 27, 2011
July 28, 2011
August 1, 2011
August 2, 2011
August 1, 2011
August 15, 2011
Rp248.26
3. Tax shall be imposed in accordance wit h t he applicable Indonesian t ax regulat ions. The
amount of t ax shall be deduct ed f rom t he amount of cash dividend f or t he year 2010
received by each Shareholders.
4. For Shareholders considered as of f shore Tax payer which will use t he Tax Treat y under t he
Agreement on t he Prevent ion of t he Imposit ion of Dual Taxes (P3B), it has t o comply wit h
art icle 26 of law No. 36 Year 2008 regarding t he Fourt h Amendment t o law No. 7 Year 1983
regarding Income Tax and submit a let t er of Domicile using t he Form as required by
Direct orat e General Tax Regulat ion No. 61/ PJ/ 2009 dat ed 5 November 2009, t hat have
been legalized by t he Tax Of f ice of Go Public Company t o KSEI, in accordance wit h t he
prevailing KSEI rules as st at ed in t he Circular Let t er No. SE-001/ DIR-eks/ 0110 dat ed 11
January 2010 or Company’ s Regist rar at t he lat est on August 1, 2011 at 16. 00 WIB. If as t he
said dat e, KSEI or t he Company Regist rar has not received t he Cert if icat e of Domicile, t he
Cash Dividend will be subj ect t o art icle 26 wit h holding t ax at t he rat e of 20%.
July 1, 2011
PT Semen Gresik (Persero) Tbk.
The Board of Directors
Fax: +62 31 3983209, 3972264. Toll f ree: 0800-10-88888
ANNOUNCEMENT
THE RESOLUTIONS OF GENERAL MEETING OF SHAREHOLDERS
The Board of Direct ors of PT Semen Gresik (Persero) Tbk. (“ t he Company” ) hereby announce
t hat t he Annual General Meet ing of Shareholders (“ t he Meet ing” ), convened on Wednesday,
June 28, 2011 at Jakart a, result ing in t he f ollowing resolut ions:
Agenda 1:
1. Approved t he Annual Report concerning t he condit ion and t he operat ions of t he Company
in t he year 2010 including t he report of supervisory dut y act ivit ies of t he Board of
Commissioners during t he year 2010.
2. Rat if ied t he Company’ s Financial St at ement s f or t he year 2010 audit ed by t he Public
Account ing Firm (KAP) Purwant ono, Suherman & Surj a, member f irm of Ernst & Young, as
report ed in t heir let t er Number: RPC-617/ PSS/ 2011 dat ed March 8, 2011 wit h “ f air l y in all
mat er ial respect s, t he consol idat ed f inancial posit i on of t he Company and i t s subsi di ar ies
as of December 31, 2010, and t he consoli dat ed r esult s of t heir oper at ions and t heir cash
f lows f or t he year s t hen ended in conf or mi t y wit h gener al ly accept ed account ing
pr incipl es i n Indonesi a” , at t he same t ime grant ed f ull release and discharge (vol ledig
acquit et de char ge) t o t he members of t he Board of Direct ors and Commissioners f or t heir
managerial and supervisory dut ies in year 2010, insof ar as such act ions are recorded in t he
Company’ s books and are not cont radict ory t o t he provisions of laws and regulat ions, wit h
not es f or t he Board of Direct ors t o:
a) review t he st ipulat ions of t he Company’ s Art icle of Associat ion relat ed t o t he
limit at ion of mat erial t ransact ion in order t o improve t he Company’ s management
more ef fect ive in accordance t o t he rules and regulat ions, and report t he result s of
st udy in t he next General Meet ing of Shareholders.
b) maint ain, opt imize, and improve t he Company’ s perf ormance and value, including it s
subsidiaries, and give more priorit y and at t ent ion in t he implement at ion of invest ment
and synergy amongst St at e Owned Ent erprises/ ot her companies, it s subsidiaries as well
as int er-subsidiaries, in order t o provide opt imum result s f or t he benef it of t he
Shareholders.
c) maximize t he prof it earned, especially f rom t he Company’ s core business t hrough
opt imizat ion of well-planned resources and cost ef f iciency in order t o minimize
deviat ion t hat may eff ect t he achievement of Company’ s perf ormance.
d) give at t ent ion in t he development of organizat ion syst em based on compet ency,
including t he making of int egrat ed and comprehensive Corporat e St rat egy bet ween
holding and it s subsidiaries f rom upst ream t o downst ream indust ry, t hus all resources
can be opt imized in order t o improve a consist ent and sust ained product ivit y and
ef f iciency.
e) give priorit y and more at t ent ion, bot h in t he implement at ion of invest ment , synergies
bet ween subsidiaries and it s holding, as well as improve t he compet ence of it s human
capit al in order t o ant icipat e t he current Company’ s development , among ot hers
relat ed t o t he const ruct ion of cement plant s, packing plant s and power plant in several
locat ions.
Agenda 2:
Rat if ied t he Annual Report of t he Part nership and Communit y Development Program (“ PKBL” )
in t he year ended December 31, 2010, as prepared based on PKBL Financial Report and t he
Minist er of St at e-owned Ent erprise regulat ion as t he basis f or comprehensive account ing in
addit ion t o t he Indonesian principle account ing st andard, audit ed by Public Account ing Firms
(KAP):
1. Hadori Sugiart o Adi & Rekan as report ed in t heir let t er Number: 04/ LAI-SG-PKBL/ SBY I
/ II/ 2011 dat ed February 7, 2011 f or PT Semen Gresik.
2. Gafar Salim & Rekan as report ed in t heir let t er Number: LAK-GS/ 1001 dat ed February 7,
2011 f or PT Semen Padang.
3. Usman & Rekan as report ed in t heir let t er Number: 003. b/ AU/ III/ 2011 dat ed March 14,
2011 f or PT Semen Tonasa,
wit h “ f air ly in al l mat er ial r espect s, t he f inancial posi t ion of t he Par t ner shi p and Communi t y
Devel opment Progr am on December 31, 2010, and act i vit ies r eport s, and t heir cash f l ows f or
t he year t hen ended” , and grant ed release and discharge (acquit et de charge) t o t he
members of t he Board of Direct ors and Commissioners f or t heir managerial and supervisory
dut ies on PKBL in year 2010, insofar as such act ions are recorded in t he PKBL’ s books and are
not cont radict ory t o t he provisions of laws and regulat ions.
The meet ing also asked t he implement at ion of PKBL audit f or t he year 2011 and t he f ollowing
years, t o use one Public Account ant Of f ice t o conduct it s general audit .
Agenda 3:
Approved t he appropriat ion of t he Company’ s net income f or t he year 2010 in t he amount of
Rp3, 633,219, 892, 000.00 which will be dist ribut ed as f ollows:
1. Dividend 50% or in t he amount of Rp1,816, 609,946, 000. 00
2. Approved t he appropriat ion of amount of t he fund of Part nership Program and Communit y
Program f or t he year 2011 t o be included as amendment in Company’ s budget wit h t he
det ails as f ollows:
a) Part nership Program f or t he year 2011: 1.85% or in t he amount of Rp67, 214,568, 002. 00
b) Communit y evelopment Program f or t he year 2010: 2% or in t he amount of
Rp72, 664, 397,840. 00
3. The remaining net income shall be allocat ed f or reserve which will be used f or t he
Company’ s development
4. Grant ed power of at t orney t o t he Company’ s Board of Direct ors t o t ake necessary act ions
and t o furt her st ipulat e t he payment of dividend dist ribut ion in accordance wit h t he
provisions of laws and regulat ions.
Not ed:
The Company already paid int erim dividend f or t he year 2010 in t he amount of
Rp344,028, 160, 000.00.
The
remaining
cash
dividend
in
t he
amount
of
Rp1, 472,581, 786, 000.00 will be paid t o:
a. Government of Republic of Indonesia in t he amount of Rp751, 098, 836,530. 00
b. Public in t he amount of Rp721,482, 949,470. 00
Agenda 4:
The amount of t ant iem f or t he year 2010 and salary/ honorarium, f acilit ies and allowances f or
t he year 2011 f or Board of Direct ors and Board of Commissioners is det ermined by Maj orit y
Shareholder and will be delivered in t he separat e let t er and report ed in t he next General
Meet ing of Shareholders.
Agenda 5:
1. Appoint ed Public Account ing Firm (KAP) Purwant ono, Suherman & Surj a, member f irm of
Ernst & Young t o conduct audit of t he Company’ s consolidat ed f inancial st at ement f or t he
year 2011 and ot her periods in t he year 2011 as long as needed f or special act ions based
on t he provisions of laws and regulat ions.
2. Appoint ed Public Account ing Firm (KAP) Purwant ono, Suherman & Surj a, member f irm of
Ernst & Young t o conduct audit of t he Annual Report on t he Part nership and Communit y
Development Program for t he year 2011.
3. Grant ed aut horit y t o t he Board of Commissioners t o appoint an alt ernat e Public
Account ing Firm (KAP) t o conduct audit of t he Company’ s Financial Report f or t he year
2011 and t he Annual Report of t he Part nership and Communit y Development Program f or
t he year 2011, st ipulat e condit ions and requirement s f or such appoint ment including but
not limit ed t o t he fees of t he int ended audit in t he event t he appoint ed Public Account ing
Firm can not perf orm or cont inue it s engagement due t o any reason what soever including
legal reasons and laws and regulat ions in t he capit al market sect or.
THE PROCEDURES FOR DIVIDEND PAYMENT:
1. Payment of dividend will be delivered on August 15, 2011 at t he lat est wit h t he f ollowing
condit ions:
a) Those whose are ent it led t o have dividends are:
i.
Shareholders who are st ill holding t he script shares whose names are regist ered in
t he Company’ s Shareholders Regist er managed by t he Company’ s Share
Administ rat ion Bureau (PT Dat indo Ent rycom) on recording dat e August 1, 2011 at
16.00 Indonesian West ern Time.
ii. Shareholders whose names are regist ered in Collect ive Deposit ory KSEI on recording
dat e August 1, 2011 at 16. 00 Indonesian West ern Time.
b) Payment of Dividend shall be f ollowed by:
i.
Sending t he not if icat ion of dividend direct ly t o t he shareholders who are st ill
holding t he script whose names are regist ered in t he Company’ s Share
Administ rat ion Bureau, or
ii. Transf erring t he amount t o t he shareholders’ own account s. Those shareholders
who are st ill holding t he script and Int end t o have t he payment s of dividend
t ransf er t o t heir bank account should not if y in writ ing af f ixed wit h t he st amp dut y
of Rp6, 000 including t he name, address and account number of t heir banks
at t ached wit h copies of ID cards which address should correspond wit h t he address
recorded in t he Company’ s Shareholders Administ rat ion Bureau as f ollows: PT
Dat indo Ent rycom, Puri Dat indo Belakang Wisma Diners Club, Jl. Jenderal Sudirman
Kav. 34-35, Jakart a 10220. Phone: (021) 570 9009, Fax. (021) 570 9026.
iii. Delivering t he payment t hrough account holders at KSEI for t hose shareholders
whose shares regist ered at KSEI:
c) Dividends payment s will not be t ransferable t o ot her part ies.
2. The basis f or inclusion in t he Company’ s Shareholders Regist rat ions are all shares t rading
in t he Indonesia St ock Exchange as f ollows:
-
Cum Dividend f or Regular and Negot iat ed Market
Ex Dividend f or Regular Market and Negot iat ed Market
Cum Dividend f or Cash Market
Ex Dividend f or t he Cash Market
Recording dat e
Dividend Payment
Remaining f inal Dividend per share f or t he year 2010
:
:
:
:
:
:
:
July 27, 2011
July 28, 2011
August 1, 2011
August 2, 2011
August 1, 2011
August 15, 2011
Rp248.26
3. Tax shall be imposed in accordance wit h t he applicable Indonesian t ax regulat ions. The
amount of t ax shall be deduct ed f rom t he amount of cash dividend f or t he year 2010
received by each Shareholders.
4. For Shareholders considered as of f shore Tax payer which will use t he Tax Treat y under t he
Agreement on t he Prevent ion of t he Imposit ion of Dual Taxes (P3B), it has t o comply wit h
art icle 26 of law No. 36 Year 2008 regarding t he Fourt h Amendment t o law No. 7 Year 1983
regarding Income Tax and submit a let t er of Domicile using t he Form as required by
Direct orat e General Tax Regulat ion No. 61/ PJ/ 2009 dat ed 5 November 2009, t hat have
been legalized by t he Tax Of f ice of Go Public Company t o KSEI, in accordance wit h t he
prevailing KSEI rules as st at ed in t he Circular Let t er No. SE-001/ DIR-eks/ 0110 dat ed 11
January 2010 or Company’ s Regist rar at t he lat est on August 1, 2011 at 16. 00 WIB. If as t he
said dat e, KSEI or t he Company Regist rar has not received t he Cert if icat e of Domicile, t he
Cash Dividend will be subj ect t o art icle 26 wit h holding t ax at t he rat e of 20%.
July 1, 2011
PT Semen Gresik (Persero) Tbk.
The Board of Directors