The Board of Directors of PT Jasa Marga (Persero) Tbk. (“the Company”), domiciled in Jakarta, hereby announces that the Annual General Meeting of Shareholders (the “Meeting”) of the Company convened on Thursday, 28 May 2009, decided the following matters: RESOLUTIONS FOR THE FIRST AGENDA -
To approve and ratify: - The Annual Report of the Company for Fiscal Year 2008, including the Board of Commissioners’ Supervisory Report for Fiscal Year 2008.
- The Financial Report of the Company and Subsidiaries for the year ended 31 December 2008 audited by Public Accountant Office HLB Hadori & Rekan, with unqualified opinion as stated in the report No. 021/LA-JM/III/09 dated 13 March 2009.
- Financial Report of Partnership & Community Development for fiscal year 2008 audited by Public Accountant Office HLB Hadori & Rekan with unqualified opinion as stated in the report No. 021D/LA-JM.PKBL/III/09 dated 13 March 2009.
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To give full discharge of responsibilities (voledig acquit et de charge) to each member of the Board of Directors and Commissioners for the management and supervision actions they have carried out during the Fiscal Year ended 31 December 2008 provided that those actions are presented in the Financial Report of the Company and Subsidiaries and in the Financial Report of Partnership & Community Development for Fiscal Year 2008. RESOLUTIONS FOR THE SECOND AGENDA To decide the distribution of the Company’s Net Profit for Fiscal Year 2008 amounting to Rp 707,797,979,000 (seven hundred seven billion seven hundred ninety-seven million nine hundred seventy-nine thousand rupiah), as follows: - An amount of 50% of net profit for Fiscal Year 2008 or Rp 353,898,989,500 (three hundred fifty-three billion eight hundred ninety-eight million nine hundred eighty-nine thousand five hundred rupiah) is distributed as cash dividend for fiscal year 2008. The Directors are granted power and authority to arrange the procedures of payment of the said cash dividend in accordance with the prevailing rules and regulations.
- An amount of 1% of net profit for Fiscal Year 2008 or Rp 7,077,979,790 (seven billion seventy-seven million nine hundred seventy-nine thousand seven hundred ninety rupiah) is allocated to Partnership Program.
- An amount of 1% of net profit for Fiscal Year 2008 or Rp 7,077,979,790 (seven billion seventy-seven million nine hundred seventy-nine thousand seven hundred ninety rupiah) is allocated to Community Development Program.
- The remaining Rp 339,743,029,920 (three hundred thirty-nine billion seven hundred forty-three million twenty-nine thousand nine hundred twenty rupiah) is used for Reserve, in which Rp 25 billion is used for Mandatory Reserve as stipulated in article 70 of Law on Limited Liability Company No. 40 of 2007 and article 22 of the Company’s Articles of Association.
RESOLUTIONS FOR THE THIRD AGENDA To appoint Public Accountant Office HLB Hadori Sugiarto Adi & Rekan (previously HLB Hadori & Rekan) to audit the Financial Report of the Company and Subsidiaries for Fiscal Year 2009. - To appoint Public Accountant Office HLB Hadori Sugiarto Adi & Rekan (previously HLB Hadori & Rekan) to audit Financial Report of Partnership & Community Development for Fiscal Year 2009.
- To grant power to the Board of Commissioners to decide other requirements along with the amount of audit fee by considering the fairness and scope of audit work.
RESOLUTIONS FOR THE FOURTH AGENDA -
To approve the net salary of the President Director in the amount of Rp 72,000,000 (seventy-two million rupiah) monthly, under the following conditions: - The Directors, Chairman and members of the Board of Commissioners each receives 90%, 40% and 36%, respectively, of the President Director’s salary.
- The approval of salary for Directors and Board of Commissioners is applicable to Fiscal Year 2009.
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To approve the tantiem for Directors and Commissioners for Fiscal Year 2008 in the amount of Rp 6,500,000,000 (six billion five hundred million rupiah) with the composition for President Director, Directors, Chairman, Commissioners and Secretary to Commissioners is 100%, 90%, 40%, 36% and 15% respectively, of the amount of tantiem received by President Director. -
The form of allowance, facility, and other components included in the component of income (other than salary as stated above) refers to the Regulation of the State Minister for State-Owned Enterprises of the Republic of Indonesia No. PER-02/MBU/2009 on Salary Determination Guidance for Directors, Board of Commissioners, and the State-Owned Enterprises Supervisory Board and as regulated by the Shareholder of Series A Dwiwarna Share. Jakarta, 1 June 2009 PT Jasa Marga (Persero) Tbk. The Board of Directors |