Golden Agri Resources : Release by PT SMART Tbk – Summary Minutes of Annual General Meeting of Shareholders

General Announcement::Release by SMART - Summary of Minutes of Annual General Meeting of Shareholders

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Unofficial English Translation

ANNOUNCEMENT

TO THE SHAREHOLDERS

THE SUMMARY OF MINUTES OF THE ANNUAL GENERAL MEETINGS OF SHAREHOLDERS

PT SINAR MAS AGRO RESOURCES AND TECHNOLOGY Tbk. ("Company")

The Board of Directors of the Company hereby informed the shareholders that the Annual General Meeting of Shareholders ("AGM") of the Company have been convened on 27 June 2018 at Le Grandeur Hotel, Kirana Room, 2nd Floor, Jalan Mangga Dua Raya, Central Jakarta 10730.

The AGM was commenced at 10.18 WIB (eighteen minutes past ten of the Western Indonesian Time) until 11.50 WIB (fifty minutes past eleven of the Western Indonesian Time).

The AGM was attended by the legitimate shareholders and proxies amounting to 2,791,907,471 (two billion seven hundred ninety one million nine hundred and seven thousand four hundred and seventy one) shares or representing 97.20% (ninety seven point twenty percent) of the total issued shares of the Company with valid voting rights as per the AGM date amounting to 2,872,193,366 (two billion eight hundred seventy two million one hundred ninety three thousand and three hundred sixty six) shares.

The AGM was attended by the members of the Board of Commissioners and the Board of Directors of the Company as follows:

• 1. Budi Wijana as the Vice President Commissioner;

• 2. Prof. DR. Teddy Pawitra as the Independent Commissioner;

• 3. Prof. DR. Susiyati B. Hirawan as the Independent Commissioner;

• 4. Drs. Endro Agung Partoyo as the Independent Commissioner;

• 5. Hikmahanto Juwana, S.H. as the Independent Commissioner;

• 6. Rafael B. Concepcion, Jr. as the Commissioner;

• 7. Edy Saputra Suradja as the Vice President Director;

• 8. Jimmy Pramono as the Vice President Director;

9. DR. ING. Gianto Widjaja as the Director; and 10. Ir. Lukmono Sutarto as the Independent Director.

A. AGM Agenda:

• 1. Approval on the Annual Report of the Company for fiscal year ended on 31 December 2017;

• 2. Approval and ratification of the Company's Annual Account as well as the Report on Supervisory Duties of the Company's Board of Commissioners for fiscal year ended on 31 December 2017 and granting the full acquittal of responsibility (acquit et de charge) to the Company's Board of Directors and Board of Commissioners over any management and supervision conducted by the Company's Board of Directors and Board of Commissioners during the fiscal year ended on 31 December 2017;

• 3. Enactment and approval on the Company's profits appropriation for the fiscal year ended on 31 December 2017;

• 4. Approval on the change of membership composition of the Company's Board of Commissioners;

• 5. Determination of salary, honorarium and/or allowances of the Company's Board of Directors and Board of Commisioners and granting authority to the Company's Board of Commisioners to determine the salary, honorarium and/or allowances of the members of the Company's Board of Directors;

• 6. Appointment of the Independent Public Accountant to audit the Company's financial books for the fiscal year ended on 31 December 2018 and granting the authority to the Company's Board of Directors to determine the honorarium of the Independent Public Accountant and other requirements of the appointment therefor; and

• 7. Approval on the granting of power and authorities to the Company's Board of Directors in the form of assignment or securing of the Company's assets with a value of more than 50% (fifty percent) of the Company's net assets in 1 (one) or more transactions, either in relation to one another or not.

• B. Prior to resolving the decisions, Chairman of the AGM rendered opportunities to the shareholders of the Company to raise queries and/or expressed their opinions on each AGM Agenda. For all AGM Agenda, there were no queries raised.

• C. All resolutions are taken by deliberation and consensus. Failure in reaching such mutual consensus, the resolutions shall be taken by hand raising voting. The Company has appointed an independent notary, Mr. M. Nova Faisal, S.H., M.Kn. in calculating and/or validating votes.

• D. For all AGM Agenda, the resolutions were taken by deliberation and consensus.

• E. The resolutions that have been taken at the AGM are as follows:

  • 1. Approved the Annual Report of the Company for fiscal year ended on 31 December 2017;

  • 2. Approved and ratified the Company's Annual Account for fiscal year ended on 31 December 2017 audited by Mirawati Sensi Idris Public Accountant Firm, as adopted in its reports dated 8 March 2018, number 05251018SA, with unqualified opinion as well as the Supervisory Duties Report of the Company's Board of Commissioners for fiscal year ended on 31 December 2017 and granted the full acquittal of responsibility (acquit et de charge) to the Company's Board of Directors and Board of Commissioners over any management and supervision conducted by the Company's Board of Directors and Board of Commissioners during the fiscal year ended on 31 December 2017, to the extent that those have been reflected in the above-mentioned Annual Report;

  • 3. Enacted and approved on the Company's profits appropriation for the fiscal year ended on 31 December 2017, as follows:

    • a. To distribute final dividend amounting of IDR 30,- per share, therefore total dividend distributed shall be in the amount of IDR 86,165,800,980,- (eighty six billion one hundred sixty five million eight hundred thousand and nine hundred eighty Rupiah);

    • b. Not to establish additional reserved fund because it has reached the minimum amount of reserved fund as regulated in Article 70 of Law No. 40 of 2007 on Limited Liability Company;

    • c. The remaining balance of the Company's retained earnings of IDR 8,498,053 million (eight trillion four hundred ninety eight billion and fifty three million Rupiah) shall be recorded as unappropriated retained earnings for the Company's working capital; and

    • d. Granted the authority to the Company's Board of Directors to carry out and announce the cash dividend distribution in accordance with applicable regulations.

    The dividend payment of fiscal year of 2017 will be carried out with the following schedule and procedure:

    A. SCHEDULE OF CASH DIVIDEND DISTRIBUTION

    a.	Cum-dividend in the Regular and Negotiation Markets	04 July 2018
    b.	Ex-dividend in the Regular and Negotiation Markets	05 July 2018
    c.	Cum-dividend in the Cash Market	09 July 2018
    d.	Ex-dividend in the Cash Market	10 July 2018
    e.	Recording date entitled to the cash dividend	09 July 2018
    f.	Cash dividends payment	19 July 2018

    B. PROCEDURE OF CASH DIVIDEND PAYMENT

a. For the Company's Shareholders whose shares are recorded in the collective deposit of PT Kustodian Sentral Efek Indonesia ("KSEI"), the cash dividend will be received through the Account Holder in

KSEI. Written confirmation concerning the result of cash dividend distribution will be delivered by KSEI to the respective securities company and/or custodian bank, thereafter, the Shareholders will receive information about their stock balance from the securities company and/or custodian bank at which the Shareholders open their accounts.

• b. For the Company's Shareholders whose shares are in script, the Company will pay the dividend through electronic banking transfer to the account of the relevant Shareholders. Therefore, the aforesaid Shareholders shall give notice in writing about their Banking Account Numbers, not later than 09 July 2018, to the Share Registrar of the Company:

  PT Sinartama Gunita

  Sinar Mas Land Plaza Tower I, 9th Floor,

  Jln. M.H. Thamrin No. 51, Central Jakarta 10350

  Ph. : (021) 3922332 Fax. : (021) 3923003

• c. Against the payment of such cash dividend, Income Tax will be imposed subject to the prevailing Tax Regulation. The amount of tax to be imposed shall be borne by the relevant Shareholders and withheld from the cash dividend of the relevant Shareholders.

• d. For the Company's Shareholder who is an Assessable Domestic Corporation which has not yet submitted its Taxpayer Identification Number ("NPWP"), shall be required to submit its NPWP to the KSEI or the Share Registrar (BAE) PT Sinartama Gunita not later than 09 July 2018 until 16.00 WIB (Western Indonesian Time). Without the NPWP, the cash dividend will be imposed an Income Tax of 30%.

• e. For the Company's Shareholder who is an Assessable Foreigner which its tax withholding will use an adjusted Tariff determined by the Agreement on Double Tax Avoidance (Tax Treaty) shall be obliged to comply with the requirements of Article 26 of Income Tax Act No. 36/2008 and submit its Certificate of Domicile ("SKD") having been legalised to KSEI or BAE not later than 09 July 2018 until 16.00 WIB (Western Indonesian Time). Without any abovementioned SKD, the cash dividend will be imposed an Income Tax of Article 26 of 20%.

4. Approved the resignation of Mr. Hikmahanto Juwana, S.H., as the Company's Independent Commissioner which shall be effective after the closing of this AGM, and therefore the composition of the Company's Board of Commissioners until the closing of the Company's Annual General Meeting of Shareholders Year 2020 will be as follows:

With reference to this matter, granting the authority and power of attorney with substitution right to the Company's Board of Directors to conduct any actions in relation to the abovementioned resignation of a member of the Company's Board of Commissioners, including but not limited to draw up and to cause drawn up and to sign any deed in regards with the resignation of a member of the Company's Board of Commissioners.

• 5. a. Approved the determination of salary, honorarium and/or allowances of the members of the Company's Board of Commissioners for 2018, at the maximum 20% higher than the previous year's amount of salary, honorarium and/or allowances of the members of the Company's Board of Commissioners;

  • b. Approved the granting of authorities to the Company's President of Commissioner to determine the amount and distribution of the salary, honorarium and/or allowances for each member of the Company's Board of Commissioners for 2018; and

  • c. Approved the granting of authority and power of attorney to the Company's Board of Commissioners to determine the salary, honorarium and/or allowances of the members of the Company's Board of Directors for 2018.

    6. a. Approved the appointment of Mirawati Sensi Idris Public Accountant Firm to audit the Company's financial books for the fiscal year ended on 31 December 2018;

    b. Approved the granting of authority and power of attorney to the Company's Board of Commissioners to appoint a replacement of Public Accountant Firm by considering the recommendation of the Company's Audit Committee and the stipulations of POJK No.13/POJK.03/2017 regarding the Usage of Public Accountant and Public Accountant Firm's Services in Financial Services Activities, in case the Appointed Public Accountant Firm is unable to perform or continue its duties due to any reasons, including in the absence of the agreement on the amount of audit honorarium; and

  • c. Approved the granting of authority and power of attorney to the Company's Board of Directors to determine the honorarium of the Appointed Public Accountant Firm and other requirements of the appointment therefor.

• 7. Approved the granting of power and authorities to the Company's Board of Directors in the form of assignment or securing of the Company's assets with a value of more than 50% (fifty percent) of the Company's net assets in 1 (one) or more transactions, either in relation to one another or not.

  • Jakarta, 29 June 2018

    PT SINAR MAS AGRO RESOURCES AND TECHNOLOGY Tbk.

    (PT SMART Tbk.)

    Board of Directors