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General Meeting of Shareholders (GMS)

Adaro Energy conducted its Annual General Meeting of Shareholders (AGMS) on April 23rd , 2010, with a quorum of attending shareholders represented by valid voting shares reaching 22,943,539,206 shares or of 71.73% total issued shares in attendance. This was well above the quorum requirement (more than 50%). The AGMS approved the subsequent agenda:

Agenda 1
The AGMS approved the Company's annual report for the fiscal year ending December 31st, 2009 and ratified the Company's Balance Sheet and Profit & Loss for the fiscal year ending December 31st, 2009 which was audited by Public Accountant, Tanudiredja, Wibisana dan Rekan (a member firm of PricewaterhouseCoopers), as stipulated in the Independent Auditor Report dated March 22nd , 2010, No. A100322005/DC2/DWD/III/2010.B with unqualified opinion and explanation paragraphs.

With the approval of the Management Report as well as the ratification of the Company's Balance Sheet and Profit and Loss for the fiscal year ending December 31st, 2009, acquit et de charge was granted to the Board of Directors and the Board of Commissioners over the management and supervision of the Company during 2009.

Agenda 2
The use of Company's Net Profit for the fiscal year 2009 of Rp4,367,251,806,020 was agreed with the following appropriations:

a. Rp218,362,590,301 to be set aside for general reserve fund stipulated in article 70 of Company Law No. 40 Year 2007.

b. Final Dividend payment of Rp927,592,898,000 which constituted 21.24% of the Company's Net Profit in 2009. In disbursing its dividend payment, the Company incorporated the interim dividend of Rp383,831,544,000 which was distributed on December 30th 2009, and the remaining of Rp543,761,354,000 to be appropriated as final dividend payment. Board of Director is authorized with substitution rights:
- to determine the list of shareholders for dividend payment eligibility;
- to determine the dividend payment method;
- to carry out all necessary actions related to such issue including setting the dividend payment schedule. The dividend payment schedule will be published on 2 nationally circulated publications taking into account prevailing laws and regulations.

c. Rp3,221,296,317,719 will be appropriated for Retained Earnings.

Agenda 3
The AGMS authorized the Company's Board of Commissioners to appoint a Public Accountant registered with Bapepam-LK to audit the Company's financial statements for the current on-going fiscal year and the fiscal year ending December 31st, 2010 and also authorised the Board of Commissioners to determine the honorarium of such Public Accountant Firm as well as other requirements.

Agenda 4
The AGMS has approved to determine the honorarium/salaries and other allowances for the Company's Board of Commissioners and the Board of Directors to a maximum of 40% increase from the previous honorarium/salaries excluding incentives in the form of MSOP (Management Stock Option Plan) and authorized the Board of Commissioners to determine the composition of the Board of Directors' salaries and other allowances.

Agenda 5
The Board of Directors reported the following:
• Appointment of new commissioners to the Boards to the Company's subsidiaries. Dr. Ir. Kusmayanto Kadiman, former Minister of Research and Technology (2004-2008), was appointed the Commissioner of PT Jasapower Indonesia and Mr. Erry Fimansyah, former President Director of PT Bursa Efek Indonesia (BEI) was appointed the Commissioner of PT Makmur Sejahtera Wisesa.
• On 31 March 2010, PT Alam Tri Abadi, a wholly-owned subsidiary of the Company, and BHP Minerals Holdings Pty. Ltd. and BHP Minerals International Exploration Inc. entered into a binding agreements to create a new joint venture in relation to BHP Billiton's Indonesian Coal Project. The Company will purchase a 25% interest in the joint venture by acquiring 25% of shares in each of PT Maruwai Coal, PT Juloi Coal, PT Kalteng Coal, PT Sumber Barito Coal, PT Lahai Coal, PT Ratah Coal and PT Pari Coal. The completion of this transaction is subject to approvals from the Indonesian Government. This purchase is in line with the Company strategy to enhance growth and improve efficiency, thus paving the way to meet the Company's vision to be the largest and most efficient integrated coal mining and energy company in South East Asia.

Dr. Ir. Kusmayanto Kadiman
Commissioner of JPI 

Erry Firmansyah
Commissioner of MSW 

 

 

 

 

 

 

 

 

 


Extraordinary General Meeting of Shareholders (EGMS) Resolution:
Subsequently after the closure of its AGMS, the Company continued and completed its EGMS with the following resolution:
• The sole agenda of the EGMS approved the appointment of Dr. Ir. Raden Pardede as the Company's new Independent Commissioner replacing Mr. Djoko Suyanto with the effective term of office commencing from closure of the General Meeting of Shareholders (GMS) until the end of the Company's General Meeting of Shareholders for 2013 fiscal year to be held in 2014. Therefore, the Company's Board of Commissioners is as follow:

President Commissioner : Edwin Soeryadjaya
Vice President Commissioner : Theodore Permadi Rachmat
Commissioner : Ir. Subianto
Commissioner : Lim Soon Huat
Independent Commssioner : Ir. Palgunadi Tatit Setyawan
Independent Commissioner : Dr. Ir. Raden Pardede

The above EGMS & AGMS resolutions were published on April 27th, 2010 in Investor Daily Indonesia and Republika daily.