Ciputra Surya

Annual General Meeting Of Shareholder

Annual meeting

  • 2016

    Annual General Meeting of Shareholders

    We hereby notify all shareholders of the Company that the Annual General Meeting of Shareholders ("AGM") of the Company was held on Wednesday, June 15, 2015, located in Ciputra Artpreneur Gallery, Mall Lotte Shopping Avenue Level 11, Ciputra World 1 Jakarta, Jl. Prof. DR. Satrio Kav. 3-5, Karet Kuningan, South Jakarta 12940, with the following resolutions.

    The Meeting was attended and followed by 3 (three) persons of the total 6 (six) members of the Board of Directors and 1 (one) person of the total 3 (three) members of the Board of Commissioners of the Company.

    The Meeting was attended/represented by 1.432.868.984 (one billion four hundred thirty two million eight hundred sixty eight thousand nine hundred and eighty four) shares or representing 71,48% (seventy one point forty eight Percent) of the total number of shares with voting rights.

    Prior to resolving each agenda of the Meeting, the Meeting participants were given the opportunity to raise their questions and opinions. If consensus is not reached, the resolution is adopted by voting.

    Agenda I
    Approval of the annual reports including ratification of the financial statements and Board of Commissioners’ supervisory duty report for the fiscal year ended December 31, 2015.

    Questions / opinions: 1 Shareholder

    Passing of resolutions:

    Positive Votes 100%
    Negative Votes 0%
    Abstain 0%

    Resolution:
    Fully accept and approve the Company’s annual report for the fiscal year 2015, including Board of Commissioners’ supervisory duty reports, and ratify the Company’s financial statements for the fiscal year ended December 31, 2015, which have been audited by a public accountant Purwantono, Sungkoro & Surja.

     

    Agenda II
    Determination of appropriation of net earnings

    Questions / opinions: 0 Shareholders

    Passing of resolutions:

    Positive Votes 100%
    Negative Votes 0%
    Abstain 0%

    Resolution:
    To approve the appropriation of the Company’s net earnings for the fiscal year ended December 31, 2015, amounting to IDR 597,016,788,942.- (five hundred ninety seven billion, sixteen million seven hundred eighty eight thousand nine hundred and forty-two rupiah) as follows:

    1. Amounting to IDR 100,000,000.- (one hundred million rupiah) shall be allocated as a reserve fund in accordance with the provisions of Article 70 of the Limited Liability Company Law;
    2. Amounting to IDR 57,457,740,064.- (fifty seven billion four hundred fifty seven million seven hundred forty thousand sixty four rupiah) or equivalent to IDR 28.75 (twenty eight rupiah point seventy-five cents) of the nominal value of each share, shall be distributed to the Company’s shareholders as a cash dividend, which includes the interim dividend of IDR 13,357,337,630.- (thirteen billion three hundred fifty seven million three hundred thirty seven thousand six hundred thirty rupiah) or equivalent to IDR 6.75 (six rupiah point seventy five cents) of the nominal value of each share, which has been distributed to shareholders of the Company pursuant to the privately-made and duly stamped Resolutions of the Board of Commissioners and the Board of Directors, both dated September 21, 2015, as such, the rest of IDR 44,100,402,434.- (forty four billion one hundred million four hundred two thousand four hundred thirty four rupiah) or equivalent to IDR 22.- (twenty two rupiah) of the nominal value of each share will be distributed to shareholders according to the schedule and the prevailing regulations.
    3. Amounting to maximum IDR 59,701,678,894.- (fifty nine billion seven hundred one million six hundred seventy eight thousand eight hundred ninety four rupiah) will be distributed as a share dividend by way of issuing new shares in portfolio as per the schedule and the prevailing regulations.
    4. The rest of the net earnings shall be allocated as the retained earnings for funding the Company’s business development.
    5. The Board of Directors is fully empowered and authorized to take any and all legal actions as necessary, including, but not limited to, establishing schedule and procedure for distribution of such dividends, creating and executing all documents/instruments related to the aforesaid resolutions without prejudice to the prevailing laws and regulations.

    Cash dividend and share dividend payment procedures:

    1. This announcement constitutes an official notice from the Company and the Company does not issue any specific notice to shareholders.
    2. Dividends will be distributed to shareholders whose names are registered in the Register of Shareholders or holders of securities account in collective custody PT Kustodian Sentral Efek Indonesia (KSEI) at the closing time of stock trading in the Indonesia Stock Exchange on the Recording Date of those entitling to the dividends.
    3. For shareholders whose shares are recorded in KSEI collective custody, the Company will pay the dividends through KSEI to the securities company or custodian bank with which the shareholders open their accounts.
    4. For script shareholders, the Company will pay the dividends through a transfer to bank account that has been notified by the shareholders to the Company in writing, completely, clearly and duly stamped (IDR 6.000.- stamp duty), accompanied by a photocopy of their identity cards indicating name and address as recorded in the Register of Shareholders, to the Company’s address below:
      PT CIPUTRA SURYA TBK
      Attn.: Corporate Secretary
      Ciputra World 1 Jakarta, DBS Bank Tower, 39th Floor,
      Jalan Prof. DR. Satrio Kav. 3-5, South Jakarta 12940
    5. The distributed dividends shall be subject to income tax (PPh) in accordance with the prevailing tax regulations, which shall be borne by, and deducted from cash dividend and cash/interim dividends being the right of, the relevant shareholders.
    6. For shareholder who is a domestic corporate taxpayer who has not submitted its Taxpayer ID (NPWP) may submit its Taxpayer ID to KSEI or the Company’s Share Registrar (BAE) PT EDI Indonesia, Wisma SMR 10th Floor, Jl. Yos Sudarso Kav. 89, Jakarta 14350, not later than 16.00 PM of the Recording Date of those entitling to the Dividends. Without the Taxpayer ID, the paid dividend will be subject to 30% Income Tax under article 23.
    7. For shareholder who is a Foreigner Taxpayer whose tax withholding will use tariff determined by the Agreement on Double Tax Avoidance (Tax Treaty) shall comply with the requirements of Article 26 of Income Tax Act No. 36/2008 and submit its legalized Certificate of Domicile (SKD) to KSEI or BAE not later than 16.00 PM of the Recording Date of those entitling to the Dividends. Without such SKD, the cash dividend will be subject to 20% Income Tax under Article 26.
    8. Income Tax (PPh) withholding slip of the dividend can be collected at the securities company or custodian bank with which the shareholders open their securities account or at the Company’s Share Registrar for script shareholders.

     

    Agenda III
    Appointment of Independent Public Accountant to Audit the Company’s financial statements for the fiscal year ended December 31, 2016.

    Questions / opinions: 0 Shareholders

    Passing of resolutions:

    Positive Votes 93.55%
    Negative Votes 6.31%
    Abstain 0.14%

    Resolution:
    To approve the appointment of Independent Public Accountant as recommended by Board of Directors to audit the Company’s financial statements for the fiscal year ended December 31, 2016.

     

    Agenda IV
    Determination of salary or honorarium and allowances of the Board of Commissioners and Board of Directors of the Company

    Questions / opinions: 1 Shareholder

    Passing of resolutions:

    Positive Votes 99.975%
    Negative Votes 0.025%
    Abstain 0%

    Resolution:
    To approve the granting of power and authority to Board of Commissioners to determine the salary or honorarium and allowances of the Board of Commissioners and Board of Directors of the Company.

  • 2016

    Extraordinary General Meeting of Shareholder

    It is hereby informed to all shareholders of the Company in respect of the Extraordinary General Meeting of Shareholders (“EGM”) convened on Tuesday, 27 December 2016, in Ciputra Artpreneur Gallery, Mall Lotte Shopping Avenue Level 11, Ciputra World 1 Jakarta, Jl. Prof. DR. Satrio Kav. 3-5, Karet Kuningan, Jakarta Selatan 12940.

    As much as 3 (three) out of 6 (six) members of the Board of Directors and 2 (two) out of 3 (three) members of the Board of Commissioners was present in the Meeting.

    The meeting was attended/represented by 1,715,521,261 (one billion seven hundred fifteen million five hundred twenty one thousand two hundred and sixty one) shares or 84.38% (eighty-four point three eight percent) of the total shares with valid voting right.

    On each agenda of Meeting, there was always an opportunity in advance to raise questions and submit opinions, followed by adopting resolution. Any failure to achieve mutual consensus shall lead to voting.

    Agenda I
    Approval for merger plan of the Company,  either individually or collectively with PT Ciputra Property Tbk into PT Ciputra Development Tbk, including approval for the Draft Merger as well as restriction of the maximum quantity of shares to be purchased by Company’s shareholders disapproving the Merger plan up to 2.5% (twenty-five percent) of the total shares issued and paid up in the Company.

    Questions/Opinions: 1 (one) shareholder

    Resolution:

    Affirmative 99.9986%
    Negative 0.0014%
    Abstain -

    Resolution with majority votes:

    1. To approve the merger plan of the Company, either individually or collectively with PT Ciputra Property Tbk into PT Ciputra Development Tbk, including to approve the Draft Merger as well as restriction of the maximum quantity of shares to be purchased by Company’s shareholders disapproving the Merger plan up to 2.5% (twenty-five percent) of the total shares issued and paid up in the Company.
    2. In relation to the above, the Company grants the power and authority to the Board of Directors of the Company with substitution right to take all actions required in terms of merger and the consequences of merger, including but not limited to prepare or cause the preparation of all deeds, instruments or documents required, to appear before the competent authority/official including notary, to submit application to the competent authority/official as well as to record such merger in the register of companies as referred to in the prevailing regulations of law.

    Note:
    The merger timetable, among others:
     

    No. Activity Date
    1. EGM 27 December 2016
    2. Advertisement of announcement on minutes of EGM 29 December 2016
    3. Period of application submission for the purchase of shares for the shareholders disagreeable with the Merger 6, 9 and 10 January 2017
    4. Signing of the Deed of Merger and the Deed of Declaration of EGM Resolutions of CTRA 12 January 2017
    5.

    The last trading day for CTRS and CTRP shares in regular market, negotiated market and cash market

    12 January 2017
    6. Suspension of trading for CTRS and CTRP shares 13, 16 and 17 January 2017
    7. Payment date for the purchase of shares to the disagreeable Shareholders proposing to have their shares purchased 13 January 2017
    8. Date of Register of Shareholders of CTRS and CTRA entitled to shares in CTRA as the Surviving Company 17 January 2017
    9. Approval from the Minister of Law and Human Rights of the Republic of Indonesia for the Deed of Merger 18 January 2017
    10. Conversion date for CTRS and CTRP shares into CTRA shares 19 January 2017
    11. Deregistration of CTRS and CTRP shares from the Stock Exchange 19 January 2017
    12. Period for the purchase of new shares from the conversion of CTRS and CTRP shares being the odd lot of CTRA as the Surviving Company from the conversion of CTRS and CTRP shares into CTRA shares 19, 20 and 23 January 2017
    13. Time limit for announcement by the Board of Directors of CTRA on the results of Merger in 1 (one) or more daily newspaper 22 January 2017 - 6 February 2017

     

  • 2015

    Annual & Extraordinary General Meeting of Shareholder.

    It is hereby informed to all shareholders of the Company concerning Annual General Meeting of Shareholders (“AGMOS”) and Extraordinary General Meeting of Shareholders (“EGMOS”) convened on Tuesday, 30 June 2015, at Ciputra Artpreneur Gallery, Mall Lotte Shopping Avenue Level 11, Ciputra World 1 Jakarta, Jl. Prof. DR. Satrio Kav. 3-5, Karet Kuningan, Jakarta Selatan 12940.

    As much as 3 (three) of the total 9 (nine) members of Board of Directors and as much as 2 (two) of the total 4 (four) members of Board of Commissioners were present in and attended the Meeting.

    The Meeting was attended / represented by 1,418,074,056 (one billion four hundred eighteen million seventy four thousand and fifty six) shares or amounting 71,66% (seventy one point six six percent) of the total shares with valid voting right.

    On each agenda of Meeting, an opportunity was given to raise any question and proposal, which subsequently followed by decision-making. Failing consensus, voting shall take place.

    Agenda I
    Approval for the annual report, including ratification of financial statements and supervisory report of the Board of Commissioners for the fiscal year ended on 31 December 2014

    Decision-making:
    Affirmative: 100%
    Negative: 0%
    Abstain: 0%

    Resolution:
    To duly accept and approve the annual report of the Company for the fiscal year of 2014, including the supervisory report of the Board of Commissioners, as well as to ratify the financial statements of the Company for the fiscal year ended on 31 December 2014, having been audited by Purwantono, Suherman & Surja Public Accountants.

    Agenda II
    Decision of the use of net earnings

    Decision-making:
    Affirmative: 100%
    Negative: 0%
    Abstain: 0%

    Resolution:
    To approve the use of Company’s net earnings for the fiscal year ended on 31 December 2014 amounting IDR 522,004,052,139 (five hundred twenty two billion four million fifty two thousand one hundred and thirty nine Indonesian Rupiah) for:
    •    As much as IDR 100,000,000 as reserve funds;
    •    As much as IDR 470,453,566,455 (four hundred seventy billion four hundred fifty three million five hundred sixty six thousand four hundred and fifty five Indonesian Rupiah) as retained earnings; and
    •    The remaining Net Earnings of the fiscal year of 2014 as much as IDR 51,450,485,684 (fifty one billion four hundred fifty million four hundred eighty five thousand six hundred and eighty four Indonesian Rupiah) as cash dividend to the shareholders being IDR 26 (twenty six Indonesian rupiah) per share.

    Agenda III
    Appointment of Public Accountant to perform auditing on Company’s financial statements for the fiscal year ended on 31 December 2015

    Decision-making:
    Affirmative: 94.085%
    Negative: 5.915%
    Abstain: 0%

    Resolution:
    To approve the appointment of an Independent Public Accountant recommended by the Board of Directors to perform auditing on Company’s financial statements for the fiscal year ended on 31 December 2015.

    Agenda IV
    Determination of salary or honorarium and allowances of Commissioners and Directors of the Company

    Decision-making:
    Affirmative: 99.999%
    Negative: 0.001%
    Abstain: 0%

    Resolution:
    To approve the granting of power and authority to the Board of Commissioners in determining the salary or remuneration for the members of Company’s Board of Commissioners and Board of Directors.

    Agenda V
    Change in the members of Company’s Board of Commissioners and Board of Directors in terms of adjustment to the Regulation of Financial Services Authority (POJK) No. 33/POJK.04/2014 dated 08 December 2014 on Board of Directors and Board of Commissioners of Issuer or Public Company.

    Decision-making:
    Affirmative: 89.368%
    Negative: 10.632%
    Abstain: 0%

    Resolution:
    Accept the resignation of DR. Ir. Ciputra as an President Commissioner, Lanny Bambang and Lany Wihardjo, each as Independent Commissioner, then the Budiarsa Sastrawinata, Junita Ciputra, and Candra Ciputra, each as a Director, and to thank and give appreciation for the service during his tenure in the Board of Directors and Board of Commissioners.

    To award the services of DR. Ir. Ciputra during his office as President Commissioner, the Company’s Board of Commissioner hereby appoint DR. Ir. Ciputra as the Company’s Chairman Emeritus for the lifetime.

    To approve the appointment of Candra Ciputra as President Commissioner and Henk Wangitan as an Independent Commissioner of the Company, therefore the change in the members of Company’s Board of Directors and Board of Commissioners for a period commencing on the closing of this Meeting until the closing of Annual GMOS in 2017 as follows:

    President Commissioner : Candra Ciputra
    Commissioner : Sandra Hendharto
    Independent Commissioner : Henk Wangitan
    President Director : Harun Hajadi
    Director : Rina C. Sastrawinata
    Director : Cakra Ciputra
    Director : Ir. Sutoto Yakobus
    Director : Nanik J. Santoso
    Independent Director : Edy Mulyono

    Agenda Extraordinary General Meeting of Shareholders
    Approval to amend, supplement and restate the entire articles of association of the Company in terms of adjustment to POJK No. 32/POJK.04/2014 dated 08 December 2014 on the Planning and Convening a General Meeting of Shareholders for Public Company, and POJK No. 33/POJK.04/2014 dated 08 December 2014 on the Board of Directors and Board of Commissioners of Issuer or Public Company.

    Decision-making:
    Affirmative: 100%
    Negative: 0%
    Abstain: 0%

    Resolution:
    To approve the amendment, supplement and restatement of the entire articles of association of the Company in terms of adjustment to POJK No. 32/POJK.04/2014 dated 08 December 2014 on the Planning and Convening a General Meeting of Shareholders for Public Company and POJK No. 33/POJK.04/2014 dated 08 December 2014 on the Board of Directors and Board of Commissioners of Issuer and Public Company.

  • 2015

    Extraordinary General Meeting of Shareholder

    Approval to new shares issuance of the portfolio in terms of bonus shares distribution as share dividends as much as IDR 52,200,405,214.

    Decision-making:

    Affirmative : 100%
    Negative : 0%
    Abstain : 0%

    Resolution:

    To approve issuance of the portfolio as much as 25,699,543 common shares each with a nominal value IDR 250 in terms of bonus shares distribution with the stock dividend ratio 77:1, each possession of 77 old shares entitled to 1  new shares by capitalizing Company’s unappropriated retained earnings as of December 31, 2014 as much as IDR 52,170,072,290 or 2.47%

    To approve the granting of power and authority to Board of Director taking any necessary action related with the decision, including but not limited in determining the procedures of distribution, making and signing all related documents.