Notification On Results Of Annual General Meeting Of Shareholders and The Extra-Ordinary General Meeting Of Shareholders

PT. LOGINDO SAMUDRAMAKMUR Tbk.

(“The Company”)

NOTIFICATION ON RESULTS OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS AND
THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

 

ANNUAL GENERAL MEETING OF SHAREHOLDERS

I & II     Approved:

1. And accepted the Annual Report of the Board of Directors of the Company, including the Supervisory Report of the Board of Commissioners for the 2014 fiscal year;

1. Authorize the Financial Statements for the 2014 fiscal year, which have been audited by Public Accountant Purwantono Suherman & Surja (member of Ernst & Young) with the opinion “Un-Qualiffied” as the report dated 18 February 2015 Nomor RPC-6744/PSS/2015; And with the approval of the Annual Report and the ratified Financial Statements of the Company for the 2014 fiscal year, it is also proposed that the Meeting should provide full release and discharge fully responsibility (“Volledig acquit et de charge”) to all members of the Board of Directors and members of the Board of Commissioners for management and supervisory proceedings they have run during the fiscal year 2014, as far as such actions are reflected in the Annual Report and Financial Statements of the Company for the 2014 fiscal year; and

 

1. Providing the power and authority to the Board of Directors to perform all necessary actions related to the implementation of the decisions mentioned above, including but not limited to state these decisions in a notarial deed.

III         Approved:

1. Use of net profit of the Company for the end of year 31 December 2014 are as follows:
2. Amounting RP 25.770.285.720 equal to AS$ 2.071.566 (*exchange rate used is the end of the year, dated 31 December 2014, AS$ 1 equal to Rp 12.440) will distribute as acash dividend shares or Rp 40,- (fourty Rupiah) per share;
3. Amounting AS$100.000 to be set as a reserve fund, accordance with Article 70 of Company Law No. 40 Year 2007 and Article of Association of the Company, Article 23.; and
4. The balance of amounting AS$ 17.808.783 will be recorded as retained earnings.

With schedule of cash dividend payment are as follows:

No	Activities	Date
	Annual General Meeting of Shareholders	30 March 2015
	PT. Logindo submit a report thru IDXnet the Cash Dividend Schedule	1 April 2015
	Announcement of Dividend distribution in IDX	1 April 2015
	Cum dividen cash at Reguler and Negotiation market	7 April 2015
	Ex dividen cash at Reguler and Negotiation market	8 April 2015
	Cum dividen cash at Cash Market	10 April 2015
	Ex dividen cash at Cash Market	13 April 2015
	Recording date which entitled for cash dividend	10 April 2015
	Payment of cash dividend	30 April 2015

1. To approved the procedure of distribution of cash dividend as proposed above, and moreover provide a power of attorney and authorization to Board of Directors to perform a payment of cash dividend, and to perform all acts which necessary needs related with the distribution of a cash dividend.

 

IV         Approved:
The re-appointment of Public Accounting Firm Purwantono Suherman & Surja (member of Ernst & Young) to audit the financial statements of the Company for the financial year 2015 and that the Meeting authorized the Directors to set the fee and the appointment requirements that is reasonable for the public accounting firm.

V          Approved:
A salary and/or benefits for Board of Commissioners for book year 2015  are amounting AS$160.000 and delegate the authority to determmine a salary and/or benefits for Board of Directors to Board of  Commissioners.

VI         Approved:
Reporting and accountability actual use of proceeds of the Company’s Initial Public Offering.

VII        Approved:

1. Dissolution of the nomination and remuneration committee.
2. Providing power and authority to the directors of the company to perform all necessary actions related to the implementation of the decisions above, including but not limited to declare this decision in a notarial deed.
3. Providing power and authority to Chairman and Madam Suhanna Logam to sign the minutes of this meeting in a notarial deed.

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS:

1. Approved:

The Amendment of the Articles of Association of the Company to comply with the OJK Regulation No.32/POJK.04/2014 concerning the Plan and Implementation of the General Meeting of Shareholders of the Public Companies, OJK Regulation No. 33/POJK.04/2014 concerning the Board of Directors and Board of Commissioners of Issuer or Public Company, both are published on December 8, 2014 , including Article 14, paragraph 1 , 2 and 5 and Article 16 paragraph 8 letters a through m of the Articles of Association of the Company.
To re-form all articles in the Articles of Association of the Company associated with the changes as referred in item 1 above.
To give the proxy and authorization to the Board of Directors of Company to conduct all of the required act with regard to the implementation of the above resolution, including but not limited to declare this resolution in a notarial deed and notify the competent authority and to conduct all necessary actions related with the implementation of the resolutions above, including to add and/or change the Article of Association if required by authority institution.

 

1. Approved:
2. And accept the proposal on the Company’s plan to implement the share buy back issued by the Company with a value at most USD 5,000,000 (five million United States Dollars) and the number of shares to be buy back shall not exceed 130.000.000 (one hundred and thirty million) shares (with the condition, the Company has obtained the approval from shareholders in the General Meeting of Shareholders (GMS) on their plan to conduct stock split with ratio of 1:4) or 5.04 % (five point zero four percent) of the total issued capital of the Company as set forth in Article 37 paragraph (1) letter b of Law No. 40 of 2007 on Limited Liability Company in order to comply with Bapepam-LK Regulation No. XI.B.2, Attachment Decision of the Chairman of Bapepam – LK No. Kep- 105/BL/2010 dated April 13, 2010 on Shares Buy Back Issued by the Issuer or Public Company.
3. Give the proxy and authorization to the Board of Directors of Company to conduct all of the required act with regard to the implementation of the above resolution, including but not limited to declare this resolution in a notarial deed, revise and/or add to obtain the approval and/or notification acceptance from the authority party, including the Minister of Law and Human Rights and to register in the Company registration and announce as required in the prevailing regulation.

III & IV Approved:

1. Approved and accept the proposal of the plan to conduct stock split of the with  ratio of 1 : 4 therefore will also change the nominal value of shares from Rp. 100, – per share to Rp. 25 ,- per share.

 

1. Approved and accept the proposal to amend Article 4 paragraph (1) and Paragraph (2) of the Company’s Articles of Association related to the capital in connection with a stock split of the Company so it will be as follows:

CAPITAL
Article 4

1. The authorized capital of the Company is in the amount of Rp. 180,000,000,000,- one hundred and eighty billion Rupiah) divided into 7.2 billion (seven billion two hundred million) shares, each having a nominal value of IDR 25,- (twenty five Rupiah);
2. Out of the aforementioned authorized capital, 35.79% (thirty-five point seven-nine per cent) or 2,577,028,572 (two billion five hundred and seventy-seven million twenty-eight thousand five hundred and seventy two) shares with a total nominal value of Rp.64.425.714.300, – (sixty four billion four hundred and twenty-five million seven hundred fourteen thousand three hundred Rupiah) was fully paid-up by the shareholders with details and shares nominal value as follows:
3. ALSTONIA OFFSHORE PTE., LTD., a number of 883,920,000 shares with a total nominal value of Rp22.098.000.000;
4. Mr. EDDY KURNIAWAN LOGAM, a number of 358,980,400 shares, with a total nominal value of Rp8,974.510.000;
5. Mr. RUDY KURNIAWAN LOGAM, a number of 450,980,400 shares, with a total nominal value of Rp 11.274.510.000;
6. Mrs. MERNA LOGAM, a number of 92,000,000 shares, with a total nominal value of Rp2.300.000.000; and
7. PUBLIC, a number of 785,898,972 shares with a total nominal value of Rp 19,647,474,300;

– In Total 2,577,028,572 share or nominal value of Rp. 64,425,714,300;

1. Give the proxy and authorization to the Board of Directors of Company to conduct all of the required act with regard to the implementation of the above resolution, including but not limited to declare this resolution in a notarial deed, revise and/or add to obtain the approval and/or notification acceptance from the authority party, including the Minister of Law and Human Rights and to register in the Company registration and announce as required in the prevailing regulation.

 

1. Provide power and authority to the Chairman of the Meeting and Mrs. Suhanna Logam to sign the Minutes of this meeting in a notarial deed.

Jakarta, 1 April 2015
BOARD OF DIRECTOR OF
PT LOGINDO SAMUDRAMAKMUR, Tbk.

 

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