NOTIFICATION OF MINUTES SUMMARY
GENERAL MEETING OF SHAREHOLDERS (GMS)
PT Martina Berto Tbk
(Company)
Domiciled in Jakarta
NOTIFICATION OF MINUTES SUMMARY
GENERAL MEETING OF SHAREHOLDERS (GMS)
The Board of Directors of the Company hereby announce that :
The
Annual General Meeting of Shareholders held on Thursday, August 26th,
2021, at 10.45 - 11.55 WIB, at the Griya Cipta Wanita Room, PT. Martina
Berto Tbk., Jl. Pulo Kambing II No.1, Pulogadung Industrial Estate, East
Jakarta - 13930
Agenda :
- The approval and
validation of the Company's Annual Report for the financial year ended
on 31 December 2020 including the Company's Action Report, the Board
Commisioners Supervisory Action Report and the Financial Report ended on
31 December 2020, along with full release and discharge to all members
of the Board of Commissioners and Board of Directors from the management
actions on 30 December 2020 (asquit et de charge).
- The approval of the use of the Company's Net Profits for the financial year ended on 31 December 2020.
- Report on the implementation of Social & Environmental Responsibility.
- The
appointment of a Registered Public Accountant Firm to perform the audit
on the Company's Financial Statements for the financial year on 31
December 2021.
- The determination salary and honorarium as well
as other allowances for all members of the Board of Commissioners and
Board of Directors for the 2021 financial year.
- Change of the Company's Management Composition.
(hereinafter shall be referred to as Meeting).
Attendance of Members of the Board of Directors and Board of Commissioners of the Company:
Members of the Board of Directors present at the Meeting:President Director : Mr. BRYAN DAVID EMIL
Director : Mr. KILALA TILAAR
Director : Mr. IWAN HERWANTO
Members of the Board of Commissioners present at the Meeting:Independent Commissioner : Mr. TJAN HONG TJHIANG
Meeting Leader:The meeting was chaired by Mr. TJAN HONG TJHIANG, as the Company's Independent Commissioner.
Shareholders Attendance:The
Meeting was attended by the Shareholders and their Proxies representing
800,028,500 shares or 74.77% of 1,070,000,000 shares which are all
shares with valid voting rights that have been issued by the Company.
Submission of Questions and/or Opinions:
Shareholders
and their proxies are given the opportunity to ask questions and/or
opinions for each agenda item of the Meeting, but no shareholder and
proxies of shareholders have asked questions and/or opinions.
Decision Making Mechanism:Decision
making on all agenda items is carried out based on deliberation for
consensus, in the event that deliberation for consensus is not reached,
the decision is made by voting.
Voting Results:- There were no Shareholders and their Proxy of Shareholders who were present at the Meeting, who voted against;
- There is no Shareholder or Shareholder's Proxy present at the Meeting, who cast a blank/abstained vote;
- All Shareholders or their Proxy of Shareholders who are present at the Meeting vote in agreement.
- So that the decision is approved by the Meeting by deliberation for consensus.
Meeting Resolutions:First agenda decision:
- Approved and ratified the Company's Annual Report for the financial
year ending on 31 December 2020, including the Company's Activity
Report, the Board of Commissioners' Supervisory Report and the Company's
Financial Statements for the financial year ending 31 December 2020, as
well as providing settlement and release full responsibility (acquit et
de charge) to members of the Board of Commissioners and Board of
Directors of the Company for the supervisory and management actions that
have been carried out, as long as these actions are reflected in the
Annual Report.
Second agenda decision:
- Approved the
Company's profit (loss) for the financial year 2020, and the net loss
for the financial year 2020 will be calculated with the Company's
retained earnings which have not yet been determined.
Third agenda decision:
- Receive and approve the report on the implementation of the Company's social and environmental responsibilities.
Fourth agenda decision:
a. Approved to appoint the Public Accounting Firm TANUBRATA SUTANTO FAHMI
BAMBANG & REKAN which will audit the Company's financial statements
for the financial year ending 31 December 2021, as has considered the
proposal from the Company's Board of Commissioners;
b. Give
authority and power to the Board of Commissioners to appoint a
replacement Public Accounting Firm or dismiss the appointed Public
Accounting Firm, if for any reason based on the provisions of the
Capital Market in Indonesia the appointed Public Accounting Firm is
unable to perform/complete its duties, as well as to determine the
honorarium of the Public Accountant and the terms and conditions for his
appointment.
Fifth agenda decision:
a. Determine
remuneration in the form of honorarium and other allowances for members
of the Company's Board of Commissioners as a whole for the 2021
financial year, a maximum of the same as the 2020 financial year, with
an increase of no more than 5% from the 2020 financial year, and
authorize the President Commissioner to determine the allocation;
b. Granting authority to the Company's Board of Commissioners to determine
remuneration in the form of salaries and other benefits for members of
the Company's Board of Directors.
Sixth agenda decision:
a. To appoint Mr. JOS IRWIN HARTANTO as Director of the Company, effective as of the closing of this Meeting;
b. Honorably dismiss Mr. IWAN HERWANTO as Director of the Company, effective as of the closing of this Meeting;
c. To determine the composition of the Board of Directors and Board of
Commissioners of the Company as of the closing of this Meeting until the
closing of the Annual General Meeting of Shareholders of the Company in
2022, as follows:
Directors :
President Director : Mr. BRYAN DAVID EMIL
Director : Mr. KILALA TILAAR
Director : Mr. JOS IRWIN HARTANTO
Board of Commissioners :
President Commissioner : Mrs. MARTHA TILAAR
Commissioner : Mrs. RATNA HANDANA
Independent Commissioner : Mr. TJAN HONG TJHIANG
d. Granting authority and power to the Board of Directors of the Company,
with the right of substitution, to express/state the decision regarding
the composition of the Board of Directors and Board of Commissioners of
the Company in a deed made before a Notary, and to further notify the
competent authorities, and take all and any necessary actions in
connection with with the decision in accordance with the applicable laws
and regulations.
Thus this certificate is made to be used where necessary.
Jakarta, August 30th, 2021
PT. Martina Berto Tbk
Directors