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The Annual General Meeting of Shareholders (AGMS) and Extraordinary General Meeting of Shareholders (EGMS) has the highest authority and holds all authority that is not granted to the Board of Directors or Board Commissioners. The Company always seeks the right of the shareholders are always fulfilled and treats all shareholders equally. The AGMS and EGMS are the rights and authority of shareholders in controlling the performance of underlying subsidiaries in a limit set by constitutions or articles of association. Decisions taken in the AGMS and EGMS are done transparently by considering the interests of the Company.

The proposal to use AGMS to authorize the Annual Report after the closed of the related fiscal year, and in the meeting, of the Board of Directors presents:

1. Annual Report
   • Financial report that consists of at least the end of the fiscal year financial position regarding the Company’s financial performance in the new year in comparison with the previous fiscal year.
   • Report about Company’s activities and its accomplishment.
   • Names of Board of Directors and Board of Commissioners members (including if there are any replacements).
   • Good Corporate Governance implementation Report.
   • Social Responsibility Implementation and Environment Report.
2. Proposal of use of Company’s consolidation net profit.
3. Other matters that need GMS agreement for the interests of the Company.

The AGMS is held every fiscal year at least six months at the latest after the close of the Company’s fiscal year. Meanwhile, EGMS can be held any time based on the needs and the interests of the Company.
 

Implementation of the Decision of the AGMS and EGMS Year 2013 (for Financial Year 2012)

All decisions of the 2013 AGMS and EGMS for the fiscal year 2012 have been implemented properly by the management of the Company throughout the year 2014. The 2013 AGMS has issued several decisions which have been executed by the Company in 2013 and 2014. While the EGMS decisions in 2013 regarding the transfer of assets of the Company in the form of the Company’s entire shares in subsidiaries, PT Bintaro Serpong Damai (BSD) and PT Bosowa Marga Nusantara (BMN) to subsidiaries, PT Margautama Nusantara (MUN) has been completed, The Company has implemented the decision of the EGMS in the fiscal year 2013, of which the ownership of BSD and BMN became the subsidiaries of MUN and reported the consolidated financial performance of MUN to the Company.

Decisions of AGMS 2014

Company’s AGMS 2014 implemented on 10th of June 2014 with its agenda and decisions as follow:

1. First Agenda:
   • Approved and accepted the Company Annual Report for financial of 2013 that ends on December 31, 2013, including the annual report of the Board of Directors and the Company’s Board of Commissioners supervision report and authorized the Company’s Consolidation Financial Report for year 2013 that has been audited by Tanubrata Sutanto Fahmi & Partners Public Accountant Office according to report number : 375/2-N027/WSB-2/12.13 26th of March 2014 with consolidation financial report as unqualified; materials, Company consolidation financial position and subsidiary Company’s on December,31 2013, and financial performance and consolidated cash flow that ends on that date, according to the Indonesia Financial Accounting Standard.
   • Approved to grant full release and discharge (acquit et de charge) for the Board of Director and Board of Commissioners of the company of their respective law full management and supervising activities conducted within the financial year ended 31 December 2013 to the extent that their sections are reflected in the Annual Report and Consolidated Financial Statement of the Company.


2. Second Agenda:
   To agree on delegating authority to the Company’s Board of Directors to appoint Registered Public Accountant Office in Financial Service Authority (FSA) to examine the Company Financial Report to set honorarium and other requirements regarding the appointment.
3. Third Agenda:
   Approve to delegate to the Company’s Board of Directors the authority to appoint Registered Public Accountant Office in Financial Service Authority (FSA) to audit the Company Financial Report for the financial year 2014 and to delegate the authority to determine the terms and condition regarding the appointment.
4. Fourth Agenda:
   • To agree on the resignation of Mr. Arsianto Poerwanto as Company Director since the closing of RUPSTH and agree to assign Mr. Ridwan Irawan as Company Independent Director since the closing of RUPSTH, until the closing of Annual General Meeting of Shareholders for fiscal year 2017 held in 2018.
   • To give authority to the Company’s Board of Directors with substitution rights to state in a Notary Deed (if necessary) related to changes in the Board of Directors members mentioned above including but not limited to notify the Ministry of Laws and Human Rights, Republic of Indonesia and register it to other authorized institutions.


5. Fifth Agenda:
   Approved on giving authority to the Main Shareholders in determining salary and other allowances of the Company’s Board of Commissioners and giving the authority to the Company’s Board of Commissioners in determining types and total income of each member of the Company’s Board of Directors and giving the authority to the Board of Directors Meetings to assign tasks and authorities of each member.
6. Sixth Agenda:
   Approved on the realization of the use of proceeds of Limited Public Offer Report (PUT) I.
7. Seventh Agenda:
   • Approved on changes of the Fund realization of the Company Series I Warrants Implementation.
   • Series I Warrants Fund realization will be utilized for Company business development in infrastructure and for Company capital to conduct Company operations.

Decisions of EGMS 2014

The EGMS 2014 held together with the AGMS, on June 10, 2014 with decisions as follows:

1. First Agenda:
   • Approved on the Company Plan to conduct implementation of employee Stock Ownership (Employee Stock Option Program (ESOP) and the Board of Directors and Commissioners Stock ownership (Management Stock Option Program (MSOP)), if the plan is implemented, so:
   • Employee Stock Ownership Program (Employee Stock Option Program (ESOP)) and Board of Directors and Commissioners Stock Ownership (Management Stock Option Program (MSOP)) will be decided in the Company’s General Meeting of Shareholders and will adhere to Bapepam and LK Regulation Number: IX.D.4 Appendix of Bapepam and LK Chairman Number:429/ BL/2009 on 09-12-2009 about Capital Increase Without preemptive rights, therefore, the implementation of new stock issue in the employee stock ownership program (Employee Stock Option Program (ESOP)) and Board of Directors and Commissioners Stock Ownership (Management Stock Option Program (MSOP)) are stock issue without preemptive right and the Company will adhere to the regulations of Indonesia Stock Exchange Number I-A and other regulations. Requirements about MSOP and ESOP will be appointed by the Company, including participants of MSOP and ESOP programs and participation requirements for Board of Directors and employees in the Company, about Option Rights Implementation Price will be conducted referring to Article V.2.2 Listing Rules of PT Bursa Efek Indonesia Number: I-A Appendix II Director’s Decision PT Bursa Efek Indonesia Number: Kep-00001/BEI/01-2014 on 20-01-2014.


2. Second Agenda:
   • Approved on guaranteeing over 50% the total of Company net assets or all Company assets in order to gain loan from financial institution, either bank or nonbank, and public, (through stock issue besides stock equity through public offering).
   • Give authority to the Company Directors to implement all actions needed including to state in notary deed about the meeting’s decisions
   • Approved the Company’s consolidated net income in 2013 of IDR60,102,564,949, but overall company still posted accumulated losses (deficit) for IDR16,099.307,578 thus after the net income was calculated with the accumulated losses, the Company would not distribute dividends.