General Meetings of Shareholders (GMS)
Date: April 23rd, 2010
Location: The Four Seasons Hotel Jakarta
Attendees: Company's shareholders in accordance to the quorom required by the prevailing laws and regulations
AGM Resolutions:
- Approved the annual report and ratified Consolidated Financial Statements for the year ended December 31st, 2009
- Agreed to use the Company’s Net Income fiscal year 2009 as follow:
- Rp218.36 billion to be set aside for reserve fund as stipulated in article 70 of Company Law No. 40 Year 2007
- Rp927.59 billion for a cash dividend payment, that constitutes 21.24% of the Company’s 2009 net income. The dividend includes the interim dividend amounting to Rp383.83 billion paid on 30 December 2009. The remaining Rp543.76 billion will be distributed as a final dividend. The final dividend payment schedule will be published in two nationally circulated newspapers in accordance with the prevailing laws and regulations.
- Rp3.22 trillion will be appropriated to Adaro Energy’s Retained Earnings.
- Authorized Adaro Energy’s Board of Commissioners to appoint a Public Accounting Firm, which is registered with BAPEPAM-LK, to audit the Company’s financial report for the on going and fiscal year ending 31 December 2010 and also authorized the Company’s Board of Commissioners to determine the honorarium of the Public Accounting Firm as well as other requirements.
- Authorized the Board of Commissioners to determine the honorarium/salaries and other allowances for the Board of Directors as well as approved to determine the increase of honorarium/salaries and allowances for the Board of Commissioners at a maximum of 40% compared to last year excluding incentive in the form of MSOP (Management Stock Option Plan)
- The Board of Directors reported on 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 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. had 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.
EGM Resolution:
- The sole agenda of the EGMS approved the appointment of Dr. Ir. Raden Pardede as the Company’s new Independent Commissioner replacing Djoko Suyanto with the effective term of office commenced at closure of this General Meeting of Shareholders (GMS) until the end of the Company’s General Meeting of Shareholders for 2013 fiscal year which will 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
 Date: October 31st, 2008- Location: Ritz-Carlton Hotel Jakarta
Attendees: Company's shareholders in accordance to the quorom required by the prevailing laws and regulations
Decisions:
- Approved Annual Report and ratified Consolidated Financial Statements for the year ended December 31st, 2007
- Agreed to the proposed amendments to Adaro Energy's Articles of Association in compliance with the Capital Market and Financial Institutions Supervisory Agency Regulation Number IX.J.1 regarding the guidelines on the Articles of Association of the Company which does not an Equity Initial Public Offering (IPO) and of Public Companies
- Approved the appointment of a new member of the Board of Commissioners, Mr. Lim Soon Huat, who has more than 15 years experience in the field of finance
- Approved loan guarantees Adaro Energy has provided for its subsidiaries and for Adaro Energy to act, if required, as a Guarantor for future subsidiary loan facilities
- Approved changes in the use of proceeds from the IPO, which in accordance with regulation number X.K.4, must be approved by a General Meeting of Shareholders. The changes are due to lower than budgeted IPO costs and the effect of foreign exchange, which in total amounted to Rp113.58 billion. The excess of funds will be allocated to Adaro Energy's working capital
GMS Proceedings and Approval Process
The BOD must ensure that shareholders are informed about the GMS and must facilitate their attendance to the GMS. The BOD will notify shareholders of an impending GMS through advertisements.
Following these announcements, invitations to attend the GMS will be advertised by the BOD at least 14 days prior to GMS in two nationally circulated Indonesian language newspapers.
The GMS will only proceed if more than half of the valid voting shares from total issued shares are in attendance (quorum). When this quorum is not achieved then the BOD is required to make a second invitation to shareholders.
Adaro Energy's governance structure shows the GMS is authorized to give approvals on the following matters:
- Accept management reports prepared by the BOD and reviewed by the BOC;
- Give Acquit et de Charge to the BOD and the BOC;
- Usage of company's profit for retained earnings, assignment of general reserves, and/or dividend distribution;
- Appointment of the BOD members and the BOC members;
- Appointment of public accountant to audit Adaro's books and records;
- Strategic issues such as acquisitions, assets disposal, and granting company guarantees;
- Transfer, relinquish, or collateralize company assets exceeding 50% of total company assets;
- Approval of management decisions to issue new shares, issue shares without rights, or other securities that would result in dilution of current shareholders ownership;
- Approve changes in the Articles of Association;
Adaro only acknowledges one person or legal entity as a shareholder. Jointly owned shares must be registered and must appoint a representative.
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