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20230710_AMFG_Perubahan Profesi Penunjang_31339747_lamp2.pdf
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STATEMENT LETTER
Number : 20/Not/VI/2023
The undersigned, I: GATOT WIDODO, Bachelor of Economics, Bachelor of Law, Master of
Notary, Notary in Central Jakarta, hereby certify that:
PT ASAHIMAS FLAT GLASS Tbk, domiciled in North Jakarta (hereinafter referred to as the
Company) has held:
− Annual General Meeting of Shareholders, at:
Day/date : Thursday, 22 June 2023.
Place : Lausanne Room II 7th Floor - Swissotel Jakarta PIK Avenue
Pantai Indah Kapuk Boulevard
PIK Avenue Mall, 14470 Jakarta.
Time : 14.20 – 15.22 WIB.
Agenda :
1. Approval of the Annual Report including the Supervisory Report of the Board of
Commissioners and Ratification of the Company's Financial Statements for Book Year
2022.
2. Determination of the use of the Company's profit (loss) for Book Year 2022.
3. Appointment of a Public Accounting Firm to audit the Company's books for Book Year
2023.
4. Changes in the composition of the Company's management.
5. Determination of the amount of salaries and other benefits for members of the Board of
Directors and Board of Commissioners of the Company for Book Year 2023.
(hereinafter referred to as the Meeting).
For the interest of the Company, a deed of the Minutes of the Company's Annual General
Meeting of Shareholders was made, dated 22 June 2023, with number 33.
Attendance of Members of the Board of Directors and Board of Commissioners of the
Company :
Members of the Board of Directors and Board of Commissioners who attended the Meeting:
Directors
- President Director : Mr. MAMPEI CHIYODA
- Vice President Director : Mr. EMANUEL DAVID SATRIA SOETEDJA
- Director : Mr. MOHAMAD AMIEN
- Director : Mr. SAMUEL NUGROHO SETYONO
- Director : Mr. TOSHIYUKI NISHIDA
Board of Commissioners
- President Commissioner : Mr. TAN PEI LING
- Commissioner : Mr. TJAHJANA SETIADHI
- Independent Commissioner : Mr. IRAWAN SOERODJO
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Chairman of the Meeting :
The meeting was chaired by Mr. TJAHJANA SETIADHI, as the Commissioner of the
Company.
Attendance of Shareholders :
-The meeting was attended by shareholders and their proxies representing 375,256,415 shares
or 86.465% of the 434,000,000 shares which are all shares with valid voting rights issued by
the Company.
Submission of Questions and/or Opinions :
-Shareholders and shareholder's proxies were given the opportunity to ask questions and/or
opinions for each agenda of the Meeting, but no shareholders and shareholder's proxies asked
questions and/or opinions.
Decision Making Mechanism :
-Decisions for all agenda items are made based on deliberation to each consensus, in the event
that deliberations for consensus are not reached, decisions are made by voting.
Voting Results :
- First Agenda :
-Number of blank/abstained votes : 28,600 votes.
-Number of votes against : 78,900 votes.
-Number of votes in agreed : 375,148,915 votes.
-So that the total votes in agree : 375,177,515 votes, or 99.979%, or more than 1/2 part
of the total votes legally cast at the Meeting.
- Second and Fifth Agenda :
-Number of blank/abstained votes : 90,600 votes.
-Number of votes against : 78,900 votes.
-Number of votes in agreed : 375,086,915 votes.
-So that the total votes in agree : 375,177,515 votes, or 99.979%, or more than 1/2 part
of the total votes legally cast at the Meeting.
- Third and Fourth Agenda :
-Number of blank/abstained votes : 28,600 votes.
-Number of votes against : 112,100 votes.
-Number of votes in agreed : 375,115,715 votes.
-So that the total votes agree : 375,144,315 votes, or 99.970%, or more than 1/2 part
of the total votes legally cast at the Meeting.
Meeting Resolutions:
First Agenda Decision :
- Approved and ratified the Company's Annual Report for book year 2022 including the
Company's Activity Report, the Supervisory Report of Board of Commissioners and the
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Company's Financial Report for book year 2022 which have been audited by the Public
Accounting Firm "Siddharta Widjaja & Rekan (a member firm of “KPMG International
Limited" ) with the opinion of "Unqualified" as contained in its report dated March 30, 2023,
and providing full release and discharge of responsibility (acquit et de charge) to members of
the Board of Directors and Board of Commissioners of the Company for the management and
supervisory actions that have been carried out, as long as the actions taken, such actions are
reflected in the Annual Report.
Second Agenda Decision :
1. Determine the use of the Company's profits for book year 2022 in the amount of IDR
437,370,000,000.00 (four hundred thirty-seven billion three hundred and seventy million
rupiah) for the following purposes:
a. in the amount of IDR 34,720,000,000.00 (thirty-four billion seven hundred twenty
million rupiah), distributed as cash dividends to the shareholders of the Company so that
each share will receive a cash dividend of Rp. 80 (eighty Rupiah);
b. in the amount of IDR 402,650,000,000.00 (four hundred two billion six hundred and fifty
million rupiah) recorded as retained earnings which will be used to increase the working
capital of the Company;
2. Granting power and authority to the Board of Directors of the Company to take any and all
necessary actions in connection with the decisions mentioned above, in accordance with
applicable laws and regulations.
Third Agenda Decision :
1. Re-appointed the Public Accounting Firm "Siddharta Widjaja & Rekan" (a member firm of
"KPMG International Limited") to audit historical financial information for book year 2023;
2. Granting power and authority to the Board of Commissioners to:
a. appoint a Public Accountant registered with the Financial Services Authority who is a
member of the Public Accounting Firm "Siddharta Widjaja & Rekan" (a member firm of
"KPMG International Limited"), as well as his successor if necessary to audit historical
financial information for book year 2023;
b. appoint a replacement Public Accounting Firm, in the event that the Public Accountant
Firm “Siddharta Widjaja & Rekan” (a member firm of “KPMG International Limited”)
for any reason unable to complete the audit of historical financial information for book
year 2023;
c. perform other necessary matters in connection with the appointment and/or replacement
of a Public Accountant Firm registered with the Financial Services Authority including
but not limited to determining the amount of fees for audit services and other conditions
in connection with the appointment of a Public Accounting Firm registered with the
Financial Services Authority;
- with due observance of the recommendations of the Audit Committee and the
prevailing laws and regulations.
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Fourth Agenda Decision:
1. Provide full release and discharge of responsibilities (acquit et de charge) to members of the
Board of Directors whose term of office will end immediately after the closing of this
Meeting, for the management actions they carried out while they served as members of the
Company's Board of Directors as long as their actions are reflected in the Company’s
Annual Report.
2. Approve the resignation of Mr. TJAHJANA SETIADHI from his position as Commissioner
of the Company, since the closing of this Meeting and grant full release and discharge
(acquit et de charge) to the person concerned for the supervisory actions that have been
carried out, as long as these actions are reflected in the Annual Report Company.
3. Re-appointed :
1. Mr. MAMPEI CHIYODA as President Director;
2. Mr. YO NAKAHARA as Director;
3. Mr. TAKASHI NEKODA as Director;
4. Mr. KIICHIRO YOSHIZAWA as Director;
5. Mr. SAMUEL NUGROHO SETYONO as Director;
6. Mr TEGUH ARI WIDODO as Director;
7. Mr. KAZUO NINOMIYA as Director;
Each for a term of office until the closing of the Annual General Meeting of Shareholders
in 2025.
4. Appoint :
1. Mr. EMANUEL DAVID SATRIA SOETEDJA as Commissioner;
2. Mr. MOHAMAD AMIEN as Vice President Director;
3. Mr. KAZUHIRO ONOGAWA as Director;
4. Mr. CHRISTOFORUS as Director;
5. Mr. BAMBANG WIDYAWARDHANA MAULANA as Director;
Each for a term of office until the closing of the Annual General Meeting of Shareholders
in 2025.
So that the composition of the Board of Commissioners and Board of Directors after the
closing of this Meeting is as follows:
Board of Commissioners :
President Commissioner : Mr. TAN PEI LING
Vice President Commissioner : Mr. SHIGEKI YOSHIBA
Commissioner : Mr. EMANUEL DAVID SATRIA SOETEDJA
Commissioner : Mr. HIROYUKI OTANI
Independent Commissioner : Mr. IRAWAN SOERODJO
Independent Commissioner : Mr. KIMIKAZU ICHIKAWA
-each with a term of office until the closing of the Company's Annual General Meeting of
Shareholders in 2025 (two thousand twenty-five).
Board of Directors :
President Director : Mr. MAMPEI CHIYODA
Vice President Director : Mr. MOHAMAD AMIEN
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Director : Mr. YO NAKAHARA
Director : Mr. TAKASHI NEKODA
Director : Mr. SAMUEL NUGROHO SETYONO
Director : Mr. KIICHIRO YOSHIZAWA
Director : Mr. TEGUH ARI WIDODO
Director : Mr. KAZUHIRO ONOGAWA
Director : Mr. CHRISTOFORUS
Director : Mr. BAMBANG WIDYAWARDHANAMAULANA
Director : Mr. KAZUO NINOMIYA
-each with a term of office from the closing of this Meeting until the closing of the
Company's Annual General Meeting of Shareholders in 2025.
5. Granting power and authority to the Board of Directors, with the right of substitution, to
declare the decisions regarding the composition of the members of the Board of
Commissioners and Board of Directors of the Company in a deed made before a Notary,
and to subsequently notify the authority, as well as take all and any necessary actions in
related with the decision in accordance with the prevailing laws and regulations.
Fifth Agenda Decision :
1. Delegating authority to the Board of Commissioners to determine the amount of salary and
other allowance for members of the Board of Directors and each member of the Board of
Commissioners.
2. Determine the amount of salary and/or other allowance for all members of the Company's
Board of Commissioners, including Independent Commissioners in Rupiah, not exceeding
the equivalent of US$ 750,000 (seven hundred and fifty thousand United States Dollars) per
year.
Thus, this Statement Letter is made to be used where necessary.
Jakarta, 22 June 2023.
Notary in Central Jakarta,
GATOT WIDODO, S.E., S.H., M.Kn.
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