Summary of Minutes of Annual General Meeting of Shareholders

Resume of General Meeting of Shareholder
PT Pelita Samudera Shipping Tbk
Wednesday May 9, 2018
The Company hereby announces that the Meeting(“Meeting”), held on Wednesday, 09 May 2018, at Ritz Carlton Mega Kuningan, Jl. DR. Ide Anak Agung Gde Agung Kav.E.1.1 No.1, Mega Kuningan, Jakarta – 12950. The meeting opened at 10:11 pm and closed at 11:10 pm.

A. Agenda of the Meeting

The agenda of the GMS consist of :

  1. The approval of the Company’s annual report includes reports on the Company’s activities, the supervisory reports of the Board of Commissioners and the approval of the audited financial statements of the Company;
  2. Approval of the use of the company’s profit for the financial year ended on 31 December 2017;
  3. Determination of salary and allowances and/or other income for members of the board of directors and board of commissioners of the company for the fiscal year 2018;
  4. Appointment of public accountant to audit the financial statements of the Company for the fiscal year 2018;
  5. Accountability report on the realization of the use of the Initial Public Offering funds;
  6. Changes in the composition of the board of commissioners of the company.

Meetings attended by members of the Board of Commissioners and Board of Directors as follows:

  1. Hamid Awaluddin, President Commissioner and Independent
  2. Adi Harsono, Commissioner Independent
  3. Berty Ekel, Commissioner
  4. Chavalit Tsao, Commissioner
  5. Iriawan Ibarat, President Director
  6. Harry Tjhen, Director
  7. Helena Adnan, Director
  8. Setya Rahadi, Director
  9. Yolanda Watulo, Director

B. Quorum of Attendance of the Shareholders.

The Meeting were attended by the shareholders and / or its proxies of 4,895,937,200 shares representing 97.3347% of 5.030.000.000 shares which all shares issued or placed by the Company, therefore the provisions concerning the quorum of the Meeting as regulated in Article 23 paragraph 1 (a) of the Company’s Articles of Association and Article 86 paragraph 1 of Law Number 40 Year 2007 concerning Limited Liability Companies has been fulfilled.

C. Question/Answer
The Shareholders were given the opportunity to raise questions and vote to approve or reject the meeting agenda. No party refuses or abstains on the meeting agenda so that the entire meeting agenda has been approved by deliberation and consensus without voting. In the question and answer session there is only one shareholder who represents 3.000 shares of the company. The question is about honorarium for the board of Commissioners. It has been answered by the Board of Director.

D. Decision Making Mechanism.

The decision-making mechanism is done verbally by requesting to the shareholders and / or its powers to raise the hand for those who vote in disagree and abstain, while those who vote in agreement are not required to raise their hands. Abstain voices are considered to be issued in the same manner as the majority vote of the shareholders who vote.

E. Meeting Decision.

The results of the decisions made by vote, as follows:

Agenda I

No one dismissed or abstained, so the Meeting deliberated to consensus agreed:

  1. Accept and approve the Annual Report of the Company for the financial year ended on 31 December 2017 including the Report of Board of Directors and the Supervisory Report of the Board of Commissioners of the Company during the fiscal year 2017.
  2. To approve and ratification the Company’s Financial Report for the financial year ended on 31 December 2017 audited by KAP Tanudiredja, Wibisana, Rintis & Rekan in accordance with its report No. A180315007 / DC2 / YSR / 2018 dated March 15, 2018 with reasonable opinion in all material matters (unreasonably without modification) and granted the exemption and full (volledig acquit et decharge) to all members of the Board of Directors and Board of Commissioners for the management and supervision carried out during the financial year ending on 31 December 2017, provided that their actions are reflected in the Company’s Annual Report and Financial Report.

Agenda II

No one dismissed or abstained, so the Meeting deliberated to consensus agreed:

The use of the Company’s current year net income for the year ended December 31, 2017 amounted to USD 3.9 million, as follows:

  1. Determine the provision for the Company’s reserve fund in accordance with Article 70 paragraph (1) of the Company Law of Rp.10.100.000.000, –
  2. Determine the distribution of dividends of Rp.25.150.000.000, – Which will be distributed to shareholders in the form of cash dividends of Rp.5, – per share, whose names are recorded in the Company’s Register of Shareholders on May 22, 2018 at 16.00 WIB Time (“Recording Date”), According regulation of PT Bursa Efek Indonesia for trading shares in Indonesia Stock Exchange, for shares of the Company which are in collective custody, the following provisions apply:
  • Cum Dividend Cash in Regular and Negotiated Market on May 17,2018.
  • Ex Cash Dividend in the Regular and Negotiated Market on May 18,2018.
  • Cash Dividend in Cash Market on May 22, 2018.
  • Ex Cash Dividend in Cash Market on May 23, 2018.

Cash dividends payment to eligible shareholders will be executed in June 8, 2018.

  1. Determine the remaining net income for the year ended December 31, 2017 recorded as retained earnings by the Company.
  2. Give the authority to the Board of Directors to execute in connection with dividend distribution mentioned above in accordance with laws and regulations.

Agenda III

No one dismissed or abstained, so the Meeting deliberated to consensus agreed:

  1. Authorize the Board of Commissioners to determine remuneration and other allowances of the members of the Board of Directors.
  2. Provide attorney to the President Commissioner to determine the amount of honorarium and other allowances for the members of the Board of Commissioners.

Agenda IV

No one dismissed or abstained, so the Meeting deliberated to consensus agreed:

Authorize the Board of Commissioners to appoint a Public Accountant which is registered in the Financial Services Authority, to audit the Company’s Financial Statements for the financial year ended on 31 December 2018, and give authority to the Board of Directors determine the honorarium of the Public Accounting Firm as well as other terms relating to the appointment.

Agenda V

Report on realization of the use of the Initial Public Offering funds for report purpose only.

Agenda VI

No one dismissed or abstained, so the Meeting deliberated to consensus agreed:

  1. Amend the composition of the members of the Board of Commissioners of the Company, and effectively Board of Commissioners and Board of Directors composition until the closing of the Meeting in 2022 are as follows:

BOARD OF COMMISSIONERS
Hamid Awaluddin  – President Commissioner and Independent
Adi Harsono  – Independent Commissioner
Chavalit Tsao  -Commissioner

BOARD OF DIRECTORS
Iriawan Ibarat – President Director
Harry Tjhen – Director
Yolanda Watulo -Director
Setya Rahadi – Director
Helena Adnan – Independent Director

  1. Authorize with substitution rights to the Board of Directors to perform all necessary actions in relation to the change in the composition of the members of the Board of Commissioners.


Jakarta May 14, 2018
PT Pelita Samudera Shipping Tbk
Board of Directors