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Monday, July 02, 2018

Pengumuman Ringkasan Berita Acara Rapat Umum Pemegang Saham Tahunan

DAFAM PROPERTY INDONESIA Tbk
Located in the city of Semarang
("Company")

 

ANNOUNCEMENT
SUMMARY OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
("Meeting")

 

In connection with the implementation of the Annual General Meeting of Shareholders ("Meeting") of PT. DAFAM PROPERTY INDONESIA Tbk, domiciled in Semarang City ("Company"), on Thursday, June 28, 2018, located at DAFAM Hotel, Jl. Imam Bonjol No. 188 Semarang, 50132, hereby we submit the Minutes of Meeting Minutes, as follows:

  • Meeting opened at 08:38 Western Indonesia Time, with Agenda of Meeting:
  • Approval of the Company's Annual Report 2017, including the Report of the Company's Business Activities, Supervisory Report of the Board of Commissioners and Ratification of the Company's Financial Statements which ended on December 31, 2017 and the acquisition and discharge of the total responsibility (acquit et de charge) to the Board of Directors and the Board The Board of Commissioners of the Company for the actions of the management and supervision made in the Fiscal Year ending on 31 December 2017;
  • Accounts for the realization of the use of funds resulting from the Initial Public Offering of the Year of 2018 in accordance with the provisions of POJK No. 30/2015;
  • Appointment of a Public Accountant to audit the Company's Financial Statement for the financial year ending on 31 December 2017 and authorize the Board of Directors to determine honorarium and other requirements; and
  • The determination of the remuneration and allowances for the members of the Board of Directors and Board of Commissioners of the Company for 2018 and 2019
  • Attendance at the Meeting, members of the Board of Directors and Board of Commissioners, namely:
    • Mr. Junaidi Dahlan as Commissioner
    • Mr. Santoso Widjojo as Independent Commissioner
    • Mr. Billy Dahlan as President Director
    • Mr. Andhy Irawan Kristyanto as Director
    • Mr. Handoko Setijawan as Director
    • Mrs. Ir. MM Soemarni M.M, as the Independent Director
  • For the purpose of the Meeting the Meeting of the Meeting has been made, in accordance with the provisions of Article 24 paragraph 2 of the Financial Services Authority Regulation Number 32 / POJK.04 / 2014 dated December 8, 2014 concerning the Plan and Execution of the Company's General Meeting of Shareholders as amended by Regulation of the Financial Services Authority No. 10 / POJK.04 / 2017 on Amendment to the Rules of the Financial Services Authority Number 32 / POJK.04 / 2014.
  • In accordance with the provisions of Article 10 paragraph 8 of the Company's Articles of Association and Letter of Appointment of the Board of Commissioners of the Company, the Meeting is chaired by Independent Commissioner Mr. Santoso Widjojo.
  • For the purpose of the Meeting, the legally binding quorum of attendance and decision making concerns the provisions of Article 11 paragraph 1 letter a of the Company's Articles of Association and Article 86 paragraph (1) of Law Number 40 Year 2007 regarding Limited Liability Companies, which requires that attendance shareholder or legal representative representing more than 1/2 (one half) of the total shares with valid voting rights issued by the Company and approved by more than 1/2 (one half) of the total votes cast legally in the Meeting.
    And after checking:
    • List of Company Shareholders as of 05 June 2018 up to 16.15  Western Indonesia Time  prepared by PT. Sinartama Gunita as the Company's Share Administration Bureau;
    • List of attendees of the Shareholders and / or their proxies; and
    • Validity of the power of attorney given;
    It appears that the shares present and / or represented in this Meeting amount to 1,203,900,400 shares representing 75.24% of 1,600,000,000 shares, which are all shares issued by the Company up to the date of today, therefore the provisions concerning the quorum as regulated in the applicable regulations have been met.
  • Decision Making Mechanisms:
    1. Decision-making will be carried out by deliberation and consensus
    2. If not achieved, it will be voting
    3. Voting for decisions Meeting is done by raising the hands with the following procedures:
      • Firstly, those who voted disagree asked to raise a hand
      • Secondly, those who cast the blanks were asked to raise their hands
      • Thirdly, those who do not raise their hands in the first and second stages are considered to agree on the proposal
    4. Legal Meeting Decision if approved more than 1/2 (one percent) of the total votes cast in the Meeting.
  • Shareholders and / or their attorneys present at the Meeting are also given the opportunity to ask questions, opinions and suggestions related to the Meeting Agenda discussed, with mechanisms of hand-picking and submitting of inquiry forms.
    In the Meeting there is no shareholder and / or his / her proxy who asks questions, opinions and suggestions.
  • DECISION OF MEETINGS:
    I. First Agenda:

    No one gives a disapproval vote or a blank vote, thus the Meeting deliberately consensus:

    1. To approve and accept both the Annual Report of the Company for the financial year ending on 31 December 2017 including the Report of Board of Directors and the Supervisory Report of the Board of Commissioners of the Company during the financial year ended on 31 December 2017.
    2. Approved and ratified the Company's Financial Statements for the financial year ended on 31 December 2017 audited by the Public Accounting Firm of MORHAN and Partners with reasonable opinion in all material respects and in accordance with Indonesian financial accounting standards as evidenced from its report MRL Number / L-047/18 dated April 10, 2018 and entitles acquisition and discharge of the entire Board of Directors and Board of Commissioners of the Board of Directors and Board of Commissioners for the management and supervisory actions made in the fiscal year ending 31 December 2017 , to the extent that their actions are reflected in the Company's Annual Report and Financial Report for the financial year ending on 31 December 2017.
    II. Second Agenda:

    Since the Board of Directors of the Company has submitted and held responsible for the use of the Funds, the Second Agenda has complied with OJK Regulation Number 30 / POJK.04 / 2015 regarding the realization of the use of funds resulting from the Public Offering, Meeting by deliberation for consensus:

    • Accept and approve the Report on the Realization of the Use of Funds of the Company's Initial Public Offering Year 2018 (twenty eighteen) in accordance with the provisions of POJK Number 30/2015 amounting to Rp 46,000,000,000, - (fourty six billion rupiah), with details of the following usage:
      • Rp. 22,000,000,000, - used for the purchase of Land area of 21,232 m² and Building (1,682 m²) on Jl. Surodadi Barat, Surodadi Village, Gringsing District, Batang District, Central Java Province.
      • Rp. 8,000,000,000, - used for the purchase of Ruko (Tanah 253 m²) Building (680 m²) at Jl. Piere Tendean, Kelurahan Sekayu, Semarang Tengah Sub-district, Semarang City, Central Java Province.
      • Rp. 3,400,000,000, - used for the purchase of land (645 m²) located on Jl. Anjasmoro Raya, Tawang sari Village, West Semarang Subdistrict, Semarang City, Central Java Province.
      • Rp. 3.100.000.000, - is used to increase equity participation in Subsidiary, that is PT Dafam Mambo International which then subsequently used to increase equity participation in Hotel Cilacap Indah which then used for Land purchase (815 m²) at Jl. Dr. Wahidin 5-15, Sidakaya Village, District of South Cilacap, Cilacap Regency, Central Java Province.

    Thus, a portion of the proceeds of the remaining Initial Public Offering of the Company is used for the Company's Working Capital after being deducted for the expenses of Emissions. The utilization of the proceeds from the Company's initial public offering has been reported to the Financial Services Authority (OJK) and to the Indonesia Stock Exchange (ISE)

    III. Third Agenda:

    No one gives a disapproval vote or a blank vote, thus the Meeting deliberately consensus:

    • Approved to delegate authority to the Board of Commissioners of the Company to appoint a Public Accountant of a Company registered with the Financial Services Authority and has a good reputation which will audit the Company's Financial Statements for the financial year ended on 31 December 2018 by meeting the criteria of a public accountant which has been described earlier in the Meeting and authorizes the Board of Directors of the Company to determine the honorarium of the Public Accounting Firm as well as other terms relating to the appointment.
    IV. Fourth Agenda:

    No one gives a disapproval vote or a blank vote, thus the Meeting deliberately consensus:

    • To approve delegation of authority to the Board of Commissioners of the Company to determine the remuneration and other allowances of the members of the Board of Directors of the Company in accordance with the provisions of Article 96 of Law Number 40 Year 2007 regarding Limited Liability Company (UUPT) and approving authorization to The President Commissioner to determine the amount of honorarium and other allowances for the members of the Board of Commissioners of the Company in accordance with the provisions of Article 113 of UUPT.
  • Meeting closed at 09:25 Western Indonesia Time.

Deed of Minutes of Annual General Meeting of Shareholders of Limited Liability Company PT. DAFAM PROPERTY INDONESIA Tbk, Number 01, dated June 28, 2018 made by Notary Retno Hertiyanti, S.H, M.H domiciled in the city of Semarang

Semarang, June 28, 2018
DAFAM PROPERTY INDONESIA Tbk
BOARD OF DIRECTORS