PT Total Bangun Persada Tbk : Summary Notice of AGM & EGM 2020

Summary Notice of AGM & EGM 2020

15 July 2020

SUMMARY NOTICE OF

THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

AND

THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

The Board of Directors of PT TOTAL BANGUN PERSADA Tbk ('Company') hereby announces that the Company has convened The Annual General Meeting of Shareholders (AGM) started at 10:20 WIB to 10:54 WIB and The Extraordinary General Meeting (EGM) started at 11.15 WIB to 11.28 WIB, on Wednesday, July 15, 2020, at TOTAL Building 8th Floor, Jalan Letnan Jenderal Siswondo Parman number 106A, Jakarta 11440, with the summary of the minutes as follows:

1. The Presence of the Board of Commissioners and the Board of Directors

Board of Commissioners				Board of Directors
President Commissioner	:	Mr. Reyno Stephanus		President Director	:	Mrs. Janti Komadjaja
& Independent Commissioner		Adhiputranto		Director	:	Mrs. Moeljati Soetrisno
Independent Commissioner	:	Mr. Rusdy Daryono		Director	:	Mr. Teddy Budjamin

1. Attendance Quorum

• The AGM was attended by Shareholders and/or Representative in the amount of 2,571,061,020 shares, representing 75.40% votes from the total of 3,410,000,000 shares that has been issued by the Company.
• The EGM was attended by Shareholders and/or Representative in the amount of 2,573,947,620 shares,representing 75.48% votes from the total of 3,410,000,000 shares that has been issued by the Company.

1. Question and Answer and/or Provide an Opinion

The Chairman of the meeting provided an opportunity to the shareholders and/or representative to ask questions and/or give opinions related to the Meeting Agenda being discussed with a mechanism of raising their hand and submitting the questionnaire form.

No Shareholders or Proxy/ Representative raised any questions and/ or gave any opinions for all of the Meeting Agenda throughout the AGM and EGM.

1. Mechanism of Decision Making

Decision of General Meeting of Shareholders were resolved based on amicable deliberation to reach mutual consensus. In the event that the decisions were taken by deliberation failed to be reached or given an abstain vote, decisions will then be resolved by way of voting by handing over the voting ballots by raising hand, henceforth filled ballots will be picked up by officers, while the rest while the rest who does not raise their hands are considered to agree. Shareholders are allowed to vote through e-proxy.

The abstention vote is considered the same vote as the majority vote of the shareholders who made the vote.

1. Resolutions of AGMS & EGM

1. Resolutions of AGM

1. Meeting Agenda #1

Approval of the Company's Annual Report including the Supervisory Duty Report of the Board of Commissioner as well as to ratify of the Company's Consolidated Financial Statements for the Financial Year ended on 31 December 2019. ​

Voting Results	Agree	Abstain	Disagree
	2,571,061,020 (100 %)	300,040,640 (11.67%)	0 (0 %)

Decision:

1. Approve the Company's Annual Report including the Supervisory Duty Report of the Board of Commissioner ended on 31 December 2019 and ratified the Company's Consolidated Financial Statement for the Financial Year ended on 31 December 2019 audited by Public Accounting Firm (KAP) Hadori Sugiarto Adi and Partners as the independent auditor with opinion 'reasonable without modification'.
2. Granted full release and discharges (acquit et de charge) of all responsibilities to all members of the Board of Directors and members of the Board of Commissioners for the actions of management and supervision which they have run for the fiscal year ended on 31 December 2019 as long as the management and supervision actions are reflected in the Company's Annual Report and Financial Report.

1. Meeting Agenda #2

Approval for plans to use the net profit for the financial year 2019.

Voting Results	Agree	Abstain	Disagree
	2,571,061,020 (100%)	0 (0%)	0 (0%)

Decision:

Approval of Net Profits allocation with the amount of Rp. 175,726,625,000,- as follows:

1. To distribute cash dividends in the amount of Rp. 34,100,000,000,- (Thirty Four Billion and One Hundred Million Rupiahs) or approximately 19.41% (Nineteen Point Forty One Percent) of the current year's profit to be distributed in cash dividends to shareholders, whose names are recorded in the Company's Register of Shareholders on July 27, 2020 at 16.00 West Indonesian Time ('Recording Date') or in the amount of Rp. 10, - (ten rupiahs ) per share as of the date of this Meeting, taking into account the rules of PT Bursa Efek Indonesia for share trading in the Indonesia Stock Exchange, provided that for the Company's shares which are in collective custody, the following conditions apply:

• Cum Dividend in the regular and negotiation market on July 23, 2020;
• Ex-Dividend in the regular and negotiation markets on July 24, 2020;
• Cum Dividend in cash market on July 27, 2020;
• Ex-Dividend in cash market on July 28, 2020.

Payment of cash dividends to eligible shareholders will be made no later than August 14, 2020.

1. Determine the remaining net income for the current year for the year ended December 31, 2019 to be recorded as retained earnings of the Company.
2. Grant power of attorney to the Company's Board of Directors to carry out everything related to the distribution of dividends referred to above in accordance with applicable laws and regulations.

1. Meeting Agenda #3:

The appointment of a public accounting firm to perform audit for the fiscal year that will end on December 31, 2020.

Voting Results	Agree	Abstain	Disagree
	2,552,313,020 (99.27%)	0 (0%)	18,748,000 (0.73%)

Decision:

Delegate authority to the Board of Commissioners of the Company to appoint a Public Accountant Firm registered at OJK who will audit the books of the year 2020 and give authority to the Board of Commissioners of the Company to determine the criteria of the Public Accountant Firm that will audit the financial statements of the Company for the 2020 fiscal year in accordance to the provisions applicable, as well as giving authority to the Directors of the Company to determine the honorarium and other requirements for the Public Accountant Firm, the delegation of this authority is due to the selection process for the appointment of the Public Accountant which is still being carried out by the company.

1. Meeting Agenda #4:

Determination of salary and other benefits for members of the Board of Directors and honorarium for the Board of Commissioners.

Voting Results	Agree	Abstain	Disagree
	2,552,310,120 (99.27%)	0 (0%)	18,750,900 (0.73%)

Decision:

1. Delegate the authority to the Board of Commissioners to set the salary and other allowances for members of the Board of Directors.
2. Delegate the authority to the Major Shareholders of the Company to determine the honorarium and other allowances for the Board of Commissioners by taking into consideration the opinions and recommendations of the Nomination and Remuneration Committee.

B. Resolutions of EGM

Meeting Agenda

Amendment to the Company's Articles of Association

Voting Results	Agree	Abstain	Disagree
	2,433,787,520 (94.55%)	0 (0%)	140,160,100 (5,45%)

Decision:

1. To approve the amendment to Article 3 of the Company's Articles of Association to be adjusted to the code of the Company's business activities based on the Indonesian Business Field Standard Classification (KBLI 2017). As well as adjusting the Company's Articles of Association with the Regulation of the Financial Services Authority of the Republic of Indonesia Number 15 / POJK.04 / 2020 concerning the Plans and Organizing of a General Meeting of Shareholders of the Public Company and for the implementation of these actions, granting power and authority to the Company's Directors to make changes and adjustments as intended other measures deemed necessary in order to comply with POJK 15 provisions; and
2. To grant power and authority to the Company's Directors with the right of substitution to take all necessary and / or required actions in connection with the amendment and rearrangement of the Company's Articles of Association, including but not limited to restating the decision, either partially or wholly in the form of a notary deed, facing before a notary public, submit and sign all requests and other documents required in accordance with the applicable laws and regulations, all without any exception.

1. SCHEDULE AND PROCEDURES FOR CASH DIVIDEND

Cash Dividend Payment Schedule:

1.	Cum Dividend in the regular and negotiation markets	:	July 23, 2020
2.	Ex-Dividend in the regular and negotiation markets	:	July 24, 2020
3.	Cum Dividend in cash market	:	July 27, 2020
4.	Ex-Dividend in cash market	:	July 28, 2020
5.	Recording Date for those entitled to the dividend	:	July 27, 2020
6.	Payment of Dividend	:	No later than August 14, 2020

Cash Dividend Payment Procedures

1. This notice is an official notification from the Company and the Company does not issue a special notification to Shareholders.
2. Shareholders that are entitled to the cash dividend are shareholders whose names are registered in the Register of Shareholders on July 27, 2020 until 16:00 WIB.
3. Shareholders whose names have been recorded in the Collective Custody of Indonesian Central Securities Depository, PT. ('KSEI'), dividend payments are made by the Company through the next KSEI and KSEI will distribute to the KSEI Account Holder (Exchange Member and / or the Custodian Bank).
4. Shareholders who still own share certificates or has not yet converted their shares, cash dividend will be paid by check and can be taken by the relevant Shareholder at the Company's Office. Shareholders who prefer payment by way of Bank Transfer, is expected to notify the bank's name and bank account number to the Company at:

PT Total Bangun Persada Tbk

JL. Letjend. S. Parman Kav. 106, Jakarta 11440

Phone: [phone] (Hunting), Fax: [phone]

Email: [e-mail] Website: http://www.totalbp.com

At the latest on July 27, 2020 until 16:00 WIB. Transfers can only be made to an account in the same name as the name of the shareholders in the Shareholder Register.

1. Cash Dividend will be taxed in accordance with the taxation laws and regulations. The amount of tax will be borne by the relevant shareholder and the amount of cash dividends received by the shareholders will be in the amount of after being deducted by the applicable taxes.
2. In accordance with Law No. 36 of 2008 on the fourth amendment to Law No. 7 of 1983 on Income Tax and PER-24/PJ/2010 concerning Implementation Procedures of Double Taxation Agreement, then to the shareholder who are Non-resident Taxpayers will be subjected to withholding tax at the rate of 20%, except for those who can meet the requirements stated in Article 26, paragraph 1a and submits no later than July 27, 2020 until 16:00 WIB to the Company's Share Registrar (BAE), namely: PT Adimitra Jasa Korpora, Rukan Kirana Boutique Office, Jl. Kirana Avenue III Blok F3 No. 5, Kelapa Gading - North Jakarta 14250, [phone], facsimile: [phone]. If by the deadline stated above, the BAE has not received The Domicile Certificate, then the cash dividend paid will be subjected to income tax (Pph) article 26 at the rate of 20%.

Jakarta, July 17, 2020

PT Total Bangun Persada Tbk

Board of Directors

This notice has been posted on the PT Bursa Efek Indonesia website, the Company's website www.totalbp.com, and the website of the PT Kustodian Sentral Efek Indonesia Electronic General Meeting System facility ('eASY.KSEI')