WINS EGM 2015 Summary Result of EGM 26.11.2015 rev2
PT Wintermar Offshore Marine Tbk
(“Company”)
ANNOUNCEMENT SUMMARY OF MINUTES OF RESULT OF RESOLUTION OF
THE EXTRAORDINARY GENERAL MEETING SHAREHOLDERS
The Board of Directors of PT Wintermar Offshore Marine Tbk (“Company”) hereby announce to
Shareholders of the Company that the Company has held an Extraordinary General Meeting of
Shareholders (“EGM”):
A. At:
Day/Date
: Tuesday / 24 November 2015
Time
: 09.16 a.m until finish
Venue
: The Bellezza Suites
Jl. Letjen Soepeno No.34 ‐ Arteri Permata Hijau,
Jakarta Selatan 12210 ‐ Indonesia
Agenda of EGM:
1. Approval of the Change of Composition of members of the Board of Directors of the
Company.
2. Cancellation of the Approval of the Annual General Meeting of Shareholders held on 5 June
2014 of the Issuance of new shares with Non Pre‐emptive Rights by issuance of common
registered shares with amount up to 340,000,000 new shares in the Company at nominal
price of Rp.100.00 per share.
3. Cancellation of the Approval of the Annual General Meeting of Shareholders held on 5 June
2014 of the Implementation of MESOP III Program for the period 2014‐2015 by issuance of
up to 19,000,000 Options to buy maximum of 19,000,000 new shares in the Company with
nominal value of Rp.100,00 per share.
B. Members of Board of Directors and Board of Commissioners of the Company who attend the
Meeting are:
Board of Commissioners
President Commissioner and Independent Commissioner : Mr. Jonathan Jochanan
Commissioner
: Mr. Darmawan Layanto
Board of Directors
Managing Director
: Mr. Sugiman Layanto
Director
: Mrs. Nely Layanto
Independent Director
: Mr. H. Endo Rasdja
Director
: Mr. John Stuart Anderson Slack
Director
: Mr. Marc Peter Thomson
Director
: Mr. Janto Lili
C. The Meeting was represented by 2.650.579.613 shares of the Company or equal to 65,64% of
all total shares which have valid voting rights issued by the Company.
D. In the Meeting, the Company provide a session for Shareholders to raise questions and / or
give suggestions related to the Agenda of the Meeting;
E. One Shareholder raised a question and/or gave suggestion for the Third Agenda of the
Meeting, meanwhile for the First and Second Agenda of the Meeting, there were no questions
or suggestion raised by any Shareholders.
F. The mechanism to reach decision at the Meeting is by unanimous consensus of the EGM. If
unanimous consensus are not reached, the resolution shall be made based on voting
mechanism
G. The Resolution of the First Agenda of the Meeting was resolved by voting mechanism with
result below:
1. The total votes in favor is 2.597.445.304 shares or 97.995% of valid shares represented at
the Meeting;
2. The total votes against is 53,134,309 shares or 2.005% of valid shares represented at the
Meeting;
meanwhile the resolution for the Second and Third Agenda of the Meeting were resolved by
unanimous consensus.
H. The Meeting Resolutions approved are as follows:
FIRST AGENDA:
1. Approve the resignation of Mr. Philippe Surrier 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.
Therefore the composition of the member of the Board of Directors and Board of
Commissioners of the Company from the closing of the Meeting are as follows:
BOARD OF COMMISSIONERS
President Commissioner/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;
Independent Director : Mr. H. Endo Rasdja;
Director : Mr. John Stuart Anderson Slack;
Director : Mr. Marc Peter Thomson;
Director : Mr. Janto Lili
2. 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.
SECOND AGENDA:
1. Approve the cancellation of the Resolution of the Fifth Agenda of the Annual General
Meeting of Shareholders of the Company which was held on 5 June 2014 which have
approved the issuance of shares with Non Pre‐Emptive Rights as referred in accordance with
the Bapepam‐LK Regulation No.IX.D.4 up to 340,000,000 new shares with nominal price of
Rp.100 per share with minimum of exercise price of Rp.903 per share for exercise period up
to 5 June 2016, because none has been exercised;
2. Approval of cancelation of the granting authority to the Board of Directors of the Company
to any required implementation action related to the Point 1 of this Resolution, including
the determination of terms of the issuance of shares according to the applicable
regulations.
THIRD AGENDA:
1. Approve the cancellation of the Resolution of the Sixth Agenda of the Annual General
Meeting of Shareholders of the Company which was held on 5 June 2014 which have
approved the implementation of MESOP III Program for period of 2014 to 2016 by issuance
of up to 19.000.000 Options to buy maximum of 19,000,000 new shares of the Company
which will be issued with Non Pre‐Emptive Rights as referred in accordance with Bapepam‐
LK Rule No. IX.D.4, at nominal price of Rp.100 per share with minimum exercise price
determined in accordance with Indonesian Stock Exchange Regulation of Rp.903 per share
for exercise period up to 5 June 2016, because none has been exercised;
2. Approval of cancelation of the granting authority to the Board of Directors of the Company
to any required implementation action related to the Point 1 of this Resolution, including
the determination of terms of the issuance of shares according to the applicable
regulations.
.
Jakarta, 26 November 2015
The Board of Directors
(“Company”)
ANNOUNCEMENT SUMMARY OF MINUTES OF RESULT OF RESOLUTION OF
THE EXTRAORDINARY GENERAL MEETING SHAREHOLDERS
The Board of Directors of PT Wintermar Offshore Marine Tbk (“Company”) hereby announce to
Shareholders of the Company that the Company has held an Extraordinary General Meeting of
Shareholders (“EGM”):
A. At:
Day/Date
: Tuesday / 24 November 2015
Time
: 09.16 a.m until finish
Venue
: The Bellezza Suites
Jl. Letjen Soepeno No.34 ‐ Arteri Permata Hijau,
Jakarta Selatan 12210 ‐ Indonesia
Agenda of EGM:
1. Approval of the Change of Composition of members of the Board of Directors of the
Company.
2. Cancellation of the Approval of the Annual General Meeting of Shareholders held on 5 June
2014 of the Issuance of new shares with Non Pre‐emptive Rights by issuance of common
registered shares with amount up to 340,000,000 new shares in the Company at nominal
price of Rp.100.00 per share.
3. Cancellation of the Approval of the Annual General Meeting of Shareholders held on 5 June
2014 of the Implementation of MESOP III Program for the period 2014‐2015 by issuance of
up to 19,000,000 Options to buy maximum of 19,000,000 new shares in the Company with
nominal value of Rp.100,00 per share.
B. Members of Board of Directors and Board of Commissioners of the Company who attend the
Meeting are:
Board of Commissioners
President Commissioner and Independent Commissioner : Mr. Jonathan Jochanan
Commissioner
: Mr. Darmawan Layanto
Board of Directors
Managing Director
: Mr. Sugiman Layanto
Director
: Mrs. Nely Layanto
Independent Director
: Mr. H. Endo Rasdja
Director
: Mr. John Stuart Anderson Slack
Director
: Mr. Marc Peter Thomson
Director
: Mr. Janto Lili
C. The Meeting was represented by 2.650.579.613 shares of the Company or equal to 65,64% of
all total shares which have valid voting rights issued by the Company.
D. In the Meeting, the Company provide a session for Shareholders to raise questions and / or
give suggestions related to the Agenda of the Meeting;
E. One Shareholder raised a question and/or gave suggestion for the Third Agenda of the
Meeting, meanwhile for the First and Second Agenda of the Meeting, there were no questions
or suggestion raised by any Shareholders.
F. The mechanism to reach decision at the Meeting is by unanimous consensus of the EGM. If
unanimous consensus are not reached, the resolution shall be made based on voting
mechanism
G. The Resolution of the First Agenda of the Meeting was resolved by voting mechanism with
result below:
1. The total votes in favor is 2.597.445.304 shares or 97.995% of valid shares represented at
the Meeting;
2. The total votes against is 53,134,309 shares or 2.005% of valid shares represented at the
Meeting;
meanwhile the resolution for the Second and Third Agenda of the Meeting were resolved by
unanimous consensus.
H. The Meeting Resolutions approved are as follows:
FIRST AGENDA:
1. Approve the resignation of Mr. Philippe Surrier 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.
Therefore the composition of the member of the Board of Directors and Board of
Commissioners of the Company from the closing of the Meeting are as follows:
BOARD OF COMMISSIONERS
President Commissioner/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;
Independent Director : Mr. H. Endo Rasdja;
Director : Mr. John Stuart Anderson Slack;
Director : Mr. Marc Peter Thomson;
Director : Mr. Janto Lili
2. 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.
SECOND AGENDA:
1. Approve the cancellation of the Resolution of the Fifth Agenda of the Annual General
Meeting of Shareholders of the Company which was held on 5 June 2014 which have
approved the issuance of shares with Non Pre‐Emptive Rights as referred in accordance with
the Bapepam‐LK Regulation No.IX.D.4 up to 340,000,000 new shares with nominal price of
Rp.100 per share with minimum of exercise price of Rp.903 per share for exercise period up
to 5 June 2016, because none has been exercised;
2. Approval of cancelation of the granting authority to the Board of Directors of the Company
to any required implementation action related to the Point 1 of this Resolution, including
the determination of terms of the issuance of shares according to the applicable
regulations.
THIRD AGENDA:
1. Approve the cancellation of the Resolution of the Sixth Agenda of the Annual General
Meeting of Shareholders of the Company which was held on 5 June 2014 which have
approved the implementation of MESOP III Program for period of 2014 to 2016 by issuance
of up to 19.000.000 Options to buy maximum of 19,000,000 new shares of the Company
which will be issued with Non Pre‐Emptive Rights as referred in accordance with Bapepam‐
LK Rule No. IX.D.4, at nominal price of Rp.100 per share with minimum exercise price
determined in accordance with Indonesian Stock Exchange Regulation of Rp.903 per share
for exercise period up to 5 June 2016, because none has been exercised;
2. Approval of cancelation of the granting authority to the Board of Directors of the Company
to any required implementation action related to the Point 1 of this Resolution, including
the determination of terms of the issuance of shares according to the applicable
regulations.
.
Jakarta, 26 November 2015
The Board of Directors