The Company’s Board of Directors pronounces that the Company has held the Extraordinary General Meeting of Shareholders:
A. Time and Place:
Date : Tuesday, 29 September 2015
Venue : HARRIS Hotel Tebet - Jakarta
Jl. Dr.Saharjo No. 191, Jakarta 12960
Time : 10.20AM – 10.48AM
The Company plans to change the planned use of proceeds from the Limited Public Offering I with the Preemptive Rights of the Company (hereinafter referred to as the ‘Meeting’).
B. The Members of the Board of Directors and Commissionaires who attended the Meeting:
Board of Directors:
· Director : Mr. PATRICK SANTOSA RENDRADJAJA;
· Director : Mrs. DIANA SOLAIMAN;
Board of Commissionaires:
· President Commissionaire who also serves as
· Independent Commissionaire : Mr. TODO SIHOMBING;
· Commissionaire : Mr. KAREL PATIPEILOHY;
· Independent Commissionaire : Mr. HADI CAHYADI.
C. Chairman of Meeting:
The Meeting was led by Mr. TODO SIHOMBING as the President Commissionaireswho also serves as the Company’s Independent Commissionaire.
D. The Shareholders Attendance:
The Meeting was attended by shareholders and proxies representing 11,066,976,802 shares or 98.97% of the 11,181,971,732 shares which represent the total number of shares issued by the Company.
E. The Q&A Session and/or Opinion Hearing:
· There was one shareholder and/or proxies who give a question and/or opinion in the Meeting.
F. The Mechanism of Decision-Making:
The Decision-making throughout the Meeting was done by consensus agreement. If no agreement is reached, the decision-making is determined by voting.
· There are no shareholders or proxies who are present gives abstention (blank);
· There are no shareholder and proxies who are present voted against the agreement;
· All shareholders or proxies who attended the meeting voted in favor of the agreement;
· Hence, the decision was approved by the Meeting through a consensus agreement.
H. The Meeting Result:
The proceeds of the LPO I, after deducting the costs of emissions which become liabilities of the Company, are to be used for:
a. PT Sepingan Property amounting to 8,974,499 shares, or 50.00% ownership, with the overall value of IDR 13,500,000,000. Furthermore, this transaction is referred to as (“SP Transaction”);
b. PT Mitra Perdana Nuansa amounting to 25,000 shares, or 51.00% ownership, with the overall value of IDR 29,000,000,000. Furthermore, this transaction is referred to as (“MPN Transaction”);
c. Amounting to 3.46% will be used to purchase shares of PT Anugerah Nusaraya as much as 41,202,437 shares, or 51.00% ownership, with the overall value of IDR 97,000,000,000 from:
a. PT Andalan Karya Property ("AKP") (affiliated) amounting to 1,615,782 shares or 2.00% ownership;
b. Unipac Holdings Ltd. ("UH") (unaffiliated) amountting to 39,586,655 shares or 49.00% ownership (furthermore, this transaction is referred to as “AN Transaction”).
d. The rest will be used for:
a. Amounting to 6.85% will be used to purchase shares of PT Mitra Gemilang Mahacipta (“MGM”) as much as 13,888 shares or 55.00% ownership, with the overall value of IDR 192,000,000,000 (one hundred ninety-two billion Rupiah) from PT Daksa Utama Mandiri (“DUM” unaffiliated) (furthermore, this transaction is referred to as “MGM Transaction”).
b. The rest will be used for working capital and business development of the Company and/or Subsidiary and Associated Companies, in the form of new project development, capital investment, as well as the acquisition of land and/or acquisition of a company that already has a project and/or have owned land for development and/or has had a land development permit. The funds will be given from the Company to the Subsidiary and/or the Company Association in the form of additional capital and/or loan, and/or through equity participation.
Undertake all necessary actions with respect to changes in the planned use of the proceeds from the LPO I, without any exception, subject to the provisions of legislation in force and regulations prevailing in the Capital Market.
PT Indonesian Paradise Property Tbk.