PT Harum Energy Tbk : Resolution of Annual GMS and Extraordinary GMS - Fiscal Year 2019

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Resolution of Annual GMS and Extraordinary GMS - Fiscal Year 2019

Aug 27, 2020

ANNOUNCEMENT

SUMMARY MINUTES OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

AND

SUMMARY MINUTES OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

PT HARUM ENERGY TBK.

('Company')

The Board of Directors of the Company hereby announce that the Annual General Meeting of Shareholders ('AGMS') for Financial Year 2019 and Extraordinary General Meeting of Shareholders ('EGMS') was held on Tuesday, August 25, 2020, at 15.15 - 15.21 pm, in the Deutsche Bank Building, Floor 17, Jl. Imam Bonjol No. 80, Jakarta Pusat.

Agendas:

As stipulated in the AGMS Invitation, the agendas of AGMS are as follows:

1. Approval of the Company's Annual Report for financial year 2018, which includes the Company's Activity Report, the Board of Commissioners' Supervisory Report and ratification of the Company's Audited Financial Statement for the year ended 31 December 2019;
2. Determination of the use of the Company's Net Profit for financial year 2019;
3. Appointment of the Public Accounting Firm to audit the Company's Financial Statement for Fiscal Year 2020 and determine other requirement;
4. The Change of the Company's Management; and
5. Determination of salaries and honorarium for the members of the Board of Commissioners and the Board of Directors in Fiscal Year 2020.

As stipulated in the EGMS Invitation, the agenda of EGMS is as follows:

• Adjustment of the Company's Articles of Association, including changes of Article 3 of the Company's Articles of Association concerning the Purpose and Objectives and Business Activities within in the Company.

Attendance of The Board of Commissioners and The Board of Directors

AGMS
Commissioners	Director
Independent Commissioners : Agus Rajani Panjaitan	President Director : Ray Antonio Gunara
	Director : Kenneth Scott Andrew Thompson
EGMS
Dewan Komisaris	Direksi
-	President Director : Ray Antonio Gunara
	Director : Kenneth Scott Andrew Thompson

Quorum of Attendance

The quorum of attendance by the Shareholders or Attorneys from the Company's total issued and paid-off capital, after deducting the Company's buy back shares 177,352,800 shares, was as follow:

Descriptions	AGMS	EGMS
Number of shares attended	2,190,935,167	2,190,935,973
Percentage	86.726%	86.726%

Question and Answers (Q&A) Session

As described in the AGMS and EGMS Guidance distributed to all Shareholders, each Agenda provided the Shareholders or their Attorneys with the opportunity to raise questions. In AGMS, there was questions raised from the Shareholders or their Attorneys related to the materials presented for all agendas of the AGMS. In the EGMS, there was no question raised from the Shareholders or their proxies related to the materials presented for all agendas of the EGMS.

Mechanism of Resolution

Decisions are taken by deliberation to reach consensus. However, if Shareholders or their Attorneys who do not agree or cast a blank vote, the decision will be made by voting by submitting a ballot card.

Voting Results and Resolutions

I. The voting results of AGMS of the Company were as follows:

Agendas	Voting Results
	Agree	Disagree	Abstain
1	2,190,935,167 shares (100%)	-	-
2	2,190,877,667 shares (99.997%)	57,500 shares (0.003%)	-
3	2,190,796,567 shares (99.994%)	138,600 shares (0.006%)	-
4	2,170,804,115 shares (99.081%)	20,131,052 shares (0.919%)	-
5	2,190,935,167 shares (100%)	-	-

Results of the AGMS are as follows:

1. a. Approved and ratified:

i. The Company's Annual Report 2019, including Company's Activity Report, and Board of Commissioners Supervisory Report for Fiscal Year 2019; and

ii. The Company's Consolidated Financial Statements for the Fiscal Year ended on December 31, 2018 as audited by Public Accounting Firm Purwantono, Sungkoro & Surja, with an unqualifed opinion in all material aspects, as stated in report No. 00310/2.1032/AU.1/02/0685-2/1/III/2020 dated 31 March 2020.

b. Granted full release and discharge of responsibilities (acquit et decharge) to all members of the Board of Directors and Board of Commissioners or all management and supervision actions carried out during the Fiscal Year ended on December 31, 2019, to the extent that the action are re?ected in Company's consolidated financial statements for Fiscal Year 2019.

1. Approved the determination on the use of the Company's Net Profit for the Fiscal Year 2019, as follows:
   1. USD 100,000 (0.35% of the Company's total issued and paid-off capital) as Reserve Fund in, so that the Company's Reserve Fund would amount to USD 3,987,485; or equals to 13.81% of the Company's total issued and paid-off capital;
   2. The remaining USD 18,404,237 would be added to retained earnings to support the Company's business expansion; and
   3. Do not distribute cash dividend for the Fiscal Year 2019.

1. a. Granted the power and authority to Company's the Board of

Commissioners to appoint Accountant Firm to conduct audit

on Consolidated Financial Statement for Fiscal Year 2020; and

b. Granted power and authority to the Board of Commissioner to ratify other requirements, amount of audit services by considering fairness and scope of audit works.

1. a. Reappoint all members of the Board of Directors;
   1. Appoint Mr. Peter Suwardi as the Company's Director;
   2. Reappoint Mr. Lawrence Barki, Mr. Yun Mulyana, Mr. Steven Scott Barki, and Mr. Basrief Arief as the Company's Board of Commissioners; and
   3. Appoint Mr. Dody Hasril and Mrs. Astria Wizayanti as the Company's Independent Commissioners.

For all the term from the closing of this Meeting until the fifth AGMS after the date of appointment.

Herewith the aforementioned decisions, so that the composition of the Company's Board of Commissioners and Board of Directors as follow:

Board of Directors :

President Director : Mr. Ray Antonio Gunara

Director : Mr. Ir. Eddy Sumarsono

Director : Mr. Kenneth Scott Andrew Thompson

Director : Mr. Peter Suwardi

Independent Director : Mr. Then Min Ho (Hadi Tanjaya)

Board of Commissioners :

President Commissioner : Mr. Lawrence Barki

Commissioner : Mr. Drs. Yun Mulyana

Commissioner : Mr. Basrief Arief, S.H., M.H.

Commissioner : Mr. Steven Scott Barki

Independent Commissioner : Mr. Dody Hasril

Independent Commissioner : Mrs. Astria Wizayanti

1. a. Granted power of attorney and authority to the Board of

Commissioners to determine the salaries and honorarium for the

Board of Directors of the Company for the Fiscal Year 2020; and

1. Determined salaries and honorarium for Board of Commissioners members for 2020 which do not exceed USD2,750,000 and granted power of attorney and authority for President Commissioner to decide the distribution among the Board of Commissioners members.

1. The voting results of EGMS of the Company were as follows:

Agendas	Voting Results
	Agree	Disagree	Abstain
1	2,170,804,921 shares (99.081%)	20,131,052 shares (0.919%)	-

Results of the AGMS are as follows:

1. Amending some articles of the Company's Articles Association in correspondence with Financial Service Authority ('OJK') Regulation and KLBI 2017:

Article 3 : Purpose and Objectives and Business Activities within in the Company.

Article 11 : General Meeting of Shareholders ('GMS')

Article 12 : Avenue and Time of GMS

Article 14 : Announcement of GMS

Article 15 : Agendas of GMS

Article 16 : Invitation of GMS

Article 17 : Rights of Shareholders and Attendance of Other Parties

Article 20 : Minutes of GMS and Summary Minutes of GMS

Article 21 : Attendance quorum and Results of GMS

1. Granted authority to each the Company's Board of Directors members to act on behalf of the Company, with substitution rights, to arrange, change both add and mitigate, as well as take all other necessary actions in connection with the adjustment of the Company's Articles of Association.

Jakarta, 27 August 2020

PT Harum Energy Tbk

The Board of Directors