PERUSAHAAN PERSEROAN PERSERO PT TELEKOMUNIKASI INDONESIA TBK

Foreign Filer Report • Apr 26, 2016

6-K 1 tlkm_agmsresult.htm PT TELKOM INDONESIA (PERSERO) TBK tlkm_agmsresult.htm - Generated by SEC Publisher for SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13 a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April , 201 6

Perusahaan Perseroan (Persero)

PT Telekomunikasi Indonesia Tbk

(Exact name of Registrant as specified in its charter)

Telecommunications Indonesia

( A state-owned public limited liability Company )

(Translation of registrant’s name into English )

J l. Japati No. 1 Bandung 40133 , Indonesia

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F :

Form 20-F þ Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes ¨ No þ

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes ¨ No þ

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned, thereunto duly authorized.

Date April 26, 2016 Perusahaan Perseroan (Persero) PT Telekomunikasi Indonesia Tbk ----------------------------------------------------- (Registrant) By: /s/ Andi Setiawan ---------------------------------------------------- (Signature) Andi Setiawan VP Investor Relations

●
ANNOUNCEMENT OF SUMMARY OF MINUTES OF ANNUAL GENERAL
MEETING OF SHAREHOLDERS FOR THE 201 5 FINANCIAL
YEAR PT TELKOM INDONESIA (PERSERO) Tbk (No.Tel 079 /PR000/COP-A0070000/201 6 ) The Board of Directors of PT Telkom Indonesia
(Persero) Tbk, (hereinafter referred as the “ Company ”), hereby
announces that the Company has convened the Annual General Meeting of
Shareholders (hereinafter referred as the “ Meeting ”) on:
Day / Date	:	Friday, April 22 , 2016
Time	:	14. 15 Jakarta Time until 1 7 .22 Jakarta
Time
Place	:	Grand Ballroom
Kempinski, West Mall Grand
Indonesia Shopping Town 11 th floor J l. M.H Thamrin No 1 Jakarta 10310
The Meeting was attended by all members of the
Board of Commissioners and the Board of Directors of the Company and the
holder/representative of Series A Dwiwarna Share and holder/ representative
of Series B Share collectively representing 80 , 044 , 362 , 789
shares or constituted 8 1 . 513 % of the total number of shares having
legal voting rights which have been issued by the Company up to the date of
the Meeting (excluding the buy back shares in the total amount of 98,1 98 , 216 ,600
shares); by taking into account the Company's Shareholders Register as per
March 30 , 201 6 up to 16.00 Western Indonesia
Time. Mechanism to adopt resolution in the Meeting was
conducted by deliberation to reach a consensus. But in the event that the
deliberation to reach a consensus cannot be reached then the resolution was
conducted by voting. Whereas the Meeting has resolved the following
resolutions as set forth in Deed of Minutes of the Annual General Meeting
of Shareholders of Perusahaan Perseroan (Persero) PT Telekomunikasi Indonesia
Tbk, dated April 22 , 201 6 number 192 ,
made by Notary Ashoya Ratam SH, M.Kn, which is summary is as follows:
First
Agenda		Approval of the Company’s Annual Report for the F inancial Y ear 2015 , including the Board of Commissioners’ Supervisory Task
Report.
Number of
Shareholders who Ask Questions		3
shareholders who ask questions related to combined First Agenda
The Result
of Decision Making		Agree	Disagree	Abstain
		79 , 958 , 849 , 989 s hares or 99 . 893 %	6 , 565 , 400 s hares or .
0 . 008 %	78 , 947 , 400 s hares or 0 . 098 %
Resolution		The Meeting with the majority vote 99.991 % of the total votes issued in the Meeting
resolved to : To approve the Annual Report of the Company which substantially have been presented in the Meeting by the Board
of Directors regarding the condition and operation of the
Company for the Financial Y ear 201 5 including the Board of
Commissioners’ Supervision Duty Report for the Financial Year 201 5.
Second
Agenda		Ratification of the Company’s F inancial S tatements and Partnership and Community
Development Program (Program Kemitraan dan Bina Lingkungan) Annual
Report for the F inancial Y ear 2015 and A cquittal
and D ischarge of all members of the Board of
Directors and the Board of Commissioners.
Number of
Shareholders who Ask Questions		There is no
Shareholder ask question related to Second Agenda
The Result of Decision Making		Agree	Disagree	Abstain
		79 , 844 , 237 , 089 s hares or 99 . 749 %	120 , 738 , 300 s hares or 0 . 150 %	79 , 387 , 400
shares or 0 . 099 %
Resolution		The Meeting with the majority vote 99 . 849% of the total votes issued in the Meeting
resolved to approve: To ratify: a. The
Company’s Financial Statements for the Financial Year 201 5 which
has been audited
by the Public Accountant Firm Purwantono, Su ngkoro &
Surja (a member firm of Ernst & Young Global Limited) according to
its report number RPC 326/PSS/2016 dated
February 2 6 , 201 6 stated with opinion “ the accompanying consolidated
financial statements report present fairly, in all material respects , the
consolidated financial position of Perusahaan Perseroan
(Persero) PT Telekomunikasi Indonesia Tbk and its subsidiaries ended as
of December 31, 2015 and the financial
performance in
accordance with Indonesian Financial Accounting Standards; b. Partnership
and Community Development Annual Report for the Financial Year 201 5 which compiled pursuant to
Minister of State Owned Enterprises Regulation that is comprehensive accounting bas e s in
addition to Indonesian
Financial Accounting Principle that generally
accepted in Indonesia and have been audited by the Public Accountant Firm Purwantono, Su ngkoro & Surja (a member firm of
Ernst & Young Global Limited) according to its report RPC- 103 /PSS/201 6/DAU dated
January
27, 201 6 stated with
opinio n “ the
accompanying financial statements present fairly, in all material
respects ,
financial position of center for the management
of Partnership
and Community Development Program of Perusahaan Perseroan
(Persero)
PT
Telekomunikasi Indonesia Tbk dated December 31, 2015 and financial
performance
and
cash flow for the year ended on such date in accordance with the Financial
Accounting Standards For Entities Without Public Accountability. - Then , by the
approval of the Company’s Annual Report including
Supervisory Task of the Board of Commissioner Report and the
ratification of Financial Statement (consolidated) for the
Financial Year 201 5 and Annual Report on
Partnership and Community Development Program for the Financial Year 201 5 , the
Meeting hereby grant a full acquittal and discharge ( volledig acquit
et decharge ) to members of the Board of Directors dan
the Board of Commissioners who serves in the Financial Year
201 5 consecutively for the
managerial and supervisory action of the Company as
long as th e actions are not criminal act and those actions are reflected in the Company’s Annual
Report, Financial Statements (Consolidated) for
Financial Year 201 5 and Annual Report of
Partnership and Community Development for the Financial Year 201 5 .
Third
Agenda		Implementation of Minister of State Owned
Enterprise Regulation number PER-09/MBU/07/2015 about
Partnership Program and Community Development Program In State Owned Enterprise.
Number of
Shareholders who Ask Questions		There is no
Shareholder ask question related to Third Agenda
The Result
of Decision Making		Agree	Disagree	Abstain
		80 , 039 , 382 , 289 s hares or 99 . 993 %	197 , 200 s hares or 0 . 000 %	4 , 783 , 300
shares or 0 . 006%
Resolution		The Meeting with the majority vote 99.999 % of the total votes issued in the Meeting
resolved: To approve the enforcement of Minister of State
Owned Enterprise Regulation number PER-09/MBU/07/2015 dated July 3, 2015 regarding
Partnership Program and Community Development Program as of The
Implementation of such regulation to become guidance for the Company in
conducting the PartnershipProgram and Community Development Program, with
due regard to provision in the field of Capital Market.
Fourth Agenda		Appropriation o f the Company’s Net
Income for the F inancial Y ear 2015 .
Number of
Shareholders who Ask Questions		There is no
Shareholder ask question related to Fourth Agenda
The Result
of Decision Making		Agree	Disagree	Abstain
		79 , 659 , 490 , 475 s hares or 99 . 519 %	332 , 314 , 828 s hares or 0 . 415 %	52 , 557 , 486 s hares or 0 . 066 %
Resolution		The Meeting with the majority vote 99.584 % of the total votes issued in the Meeting
resolved : 1. To Approve and
determine the appropriation of the Company’s net profit for the Financial
Year 2015 in the amount of Rp15,488,659,107,742,- which will be allocated
to: a. Cash Dividend amounting to 50% of
the net profit or in the amount of Rp7,744,304,153,942,- in amount
Rp78.864 per share based on the number of shares issued (excluding the
shares already bought back by the Company) as of the date of the Meeting
date which numbers 98,198,216,600 shares; b. Special Dividend amounting to 10%
from net profit or in the amount of Rp1,548,880,470,432,- in amount
Rp15.773 per share based on the number of shares issued (excluding
the shares already bought back by the Company) as of the date of the
Meeting date which numbers 98,198,216,600 shares; c. Recorded as Retained Earning in
the amount of 40% from net profit or amounting to Rp6,195,474,483,368,-
which will be used for the development of the Company. 2. To approve the distribution of
Cash Dividend and Special Dividend for the Financial Year 2015 will be
conducted with the following conditions: a. those who are entitled to receive
Cash Dividend and Special Dividend are shareholders whose names are
recorded in the Company’s Shareholders on May 4, 2016 up to 16:00
Western Indonesia Standard Time; b. Cash Dividend and Special Dividend
shall be paid all at once on May 26, 2016. 3. To the Board of Directors granted
the authorization to regulate further the procedure of dividend
distribution and to announce the same with due observance of the
prevailing laws and regulations in the stock exchange where the
Company’s share are listed. 4. T he amount of fund
of Community Development Program of Telkom Group for the Financial Year
2016 of Rp82,000,000,000,- or equivalent with 0.53% of the Net Income
for the Financial Year 2015 which source of funds taken from of the
Company’s Burden.
Fifth
Agenda		Determination o f R emuneration for members
of the Board of Directors and the Board of Commissioner for the F inancial Y ear
201 6.
Number of
Shareholders who Ask Questions		1 shareholder who ask questions
related to Fifth Agenda
The Result
of Decision Making		Agree	Disagree	Abstain
		76 , 437 , 778 , 572 s hares or 95 . 494 %	3 , 515 , 886 , 391 s hares or 4 . 392 %	90 , 697 , 826 s hares or 0 . 113 %
Resolution		The Meeting with the majority vote 95 . 607% of the total votes issued in the Meeting
resolved to approve: 1. To grant authority and
authorize to the Board of Commissioners, with prior approval from Seri A Dwiwarna shareholder to determine the amount of
tantiem e which will be given to the members of Board of
Director of the Company
for the Financial Year 2015 and salary including
facility and allowances fo the financial year 2016. 2. To
determine the amount of performance tantieme for the Board of
Commissioners of the Company for the F inancial Y ear 201 5
and honorarium including
facility and allowances fo the financial year 2016 in accordance with
prevalling laws, then authorize to the Board of Commissioners after
consultation with Seri
A Dwiwarna shareholder to put in detail this Meeting’s
resolution in a Board of Commissioner resolution in the
name of General Meeting Shareholder.
Sixth
Agenda		Appointment of a Public Accounting Firm to audit the Company’s F inancial S tatements
for the F inancial Y ear
201 6 , including A udit
of I nternal C ontrol
over financial reporting and appointment of a Public Accounting Firm to a udit the F inancial S tatement of the Partnership and Community
Development Program for the F inancial Y ear 2015.
Number of
Shareholders who Ask Questions		There is no
Shareholder ask question related to Sixth Agenda
The Result
of Decision Making		Agree	Disagree	Abstain
		73 , 599 , 266 , 979 s hares or 91 . 948 %	6 , 076 , 602 , 325 s hares or 7 . 591 %	368 , 493 , 485 s hares or 0 . 460 %
Resolution		The Meeting with the majority vote 92.408 % of the total votes issued in the Meeting
resolved to approve : 1. Reappointment of Public
Accounting Firm Purwantono, Su ngkoro & Surja (a
member firm of Ernst & Young Global Limited) to conduct an integrated
audit of the Company for the Financial Year 201 6 which include the audit of the Consolidated Financial Statements of the
Company, and the audit of the Internal Control Audit on Financial Reporting for the Financial Year 201 6 and to audit the Financial Statements of
Partnership and Community Development Program for the Financial Year 201 6 . 2. Reappointment of Public
Accounting Firm Purwantono, Su ngkoro & Surja (a
member firm of Ernst & Young Global Limited) to audit the
appropriation of funds for the Partnership and Community Development
Program for the Financial Year 201 6 . 3. To grant authority to the Boards of
Commissioners to determine the
amount audit fee and
other terms and conditions of appointment of the relevant Public
Accounting Firm. 4. To grant authority to the Board of
Commissioners to appoint an alternate Public Accounting Firm and determine the term s and condition s of its appointment; in the event the appointed Public Accounting Firm can
not
perform or continue its duty for any reason including the
agreement on the amount for audit fee is unattainable .
Seventh
Agenda		Delegation of authority to the Board of Commissioners for the
utilization/diversion of Treasury Stock from Buy Back Share IV
Number of
Shareholders who Ask Questions		1 shareholder who ask questions
related to Seventh Agenda
The Result
of Decision Making		Agree	Disagree	Abstain
		73 , 825 , 476 , 154 s hares or 92 . 230 %	5 , 635 , 347 , 253 s hares or 7 . 040 %	583 , 539 , 382 s hares or 0 . 729 %
Resolution		The Meeting with the majority vote 92.959 % of the total votes issued in the Meeting
resolved: 1. To approve grant ing the authority and authorize to the Board of Commissioners with prior approval from Serie A
Dwiwarna Shareholder, in
the case of the Board of Directors uses/diverts Company’s Treasury Stock from Share Buy Back IV . 2. Utilization/diversion
of Company’s
Treasury Stock from Share Buy Back IV through
the sales either within or outside stock exchange does not require
approval from General Meeting of Shareholders in accordance with regulation
in the field of Capital Market .
Eighth Agenda		Changes the Composition of the Board of the Company .
Number of
Shareholders who Ask Questions		1 shareholder who ask questions
related to Eighth Agenda
The Result
of Decision Making		Agree	Disagree	Abstain
		54 , 094 , 057 , 183 s hares or 67 . 580 %	24 , 088 , 094 , 780 s hares or 30 . 093 %	1 , 862 , 210 , 826 s hares or 2 . 326 %
Resolution		The Meeting with the majority vote 69.906 % of the total votes issued in the Meeting
resolved to approve : 1. Honorably dismissal from their
offices the following names: a. Mister HERI SUNARYADI as Director; b. Mister PARIKESIT SUPRAPTO as
Independent Commissioner ; effective as
of the close of the Meeting with appreciation for contribution of efforts
and thoughts during their term as the member of Board of the
Commissioners and the Board of Directors of the Company. 2. To assign mister MARGIONO DARSASUMARJA from his office
as Commissioner who was appointed under resolution Annual General Meeting of Shareholders year 2015 PT T elkom Indonesia (Persero) Tbk on the April 17, 2015 to become
Independent Commissioner by continuing his term of office. 3. To appoint the following names: a. Mister HARRY M ZEN as Director; b. Mister PONTAS TAMBUNAN as
Commissioner; with the term
of office effective as of the close of the Meeting and will end as of
close of the fitfth Annual General Meeting of Shareholders without
prejudice the right of General Meeting of Shareholders to dismiss
anytime. 4. For the members of the Board of the
Commissioners and the Board of Directors who are appointed as reffered in
number 3 above who still serve in other positions that are prohibited under
the prevailing regulation to hold multiple offices with the position as
member of the Board of Commissioner and the Board of Directors of State
Owned Enterprises, then the concerned must resign from his position. 5. By the dismissal, assignment and appointment as stated in number
1 and 2 above, the composition of the member of the Board of the Company
are becomes as follows: a. BOARD
OF DIRECTORS : • Mr ALEX J.
SINAGA- President Director; • Mr HARRY M. ZEN
- Director; • Mr INDRA UTOYO -
Director; • Mr MUHAMMAD
AWALUDDIN - Director; • Mr HONESTY
BASYIR - Director; • Mr HERDY ROSADI
HARMAN - Director; • Mr ABDUS SOMAD
ARIEF - Director; • Mr DIAN
RACHMAWAN - Director b. BOARD
OF COMMISSIONERS : • Mrs HENDRI
SAPARINI – President Commissioner; • Mr DOLFIE
OTHNIEL FREDRIC PALIT - Commissioner; • Mr HADIYANTO -
Commissioner; • Mr PONTAS
TAMBUNAN – Commissioner; • Mr MARGIYONO DARSASUMARJA – Independent Commissioner; • Mr RINALDI FIRMANSYAH
- Independent Commissioner; • Mrs PAMIYATI
PAMELA JOHANNA WALUYO - Independent Commissioner; 6. To authorize with
the right of substitution to the Board of Directors to state resolution
adoptedin the Meeting into notarial deed and to appear before Notary or
authorized official and to make
any adjustments or corrections which are necessary when
required by the competent authority for the
purposes of implementation of the resolutions of t he
Meeting. ”
Schedules and Rules for The Distribution of 201 5 Financial Year Dividend 1. In accordance to the resolution of the
AGMS Telkom dated April 22 , 201 6 , payment of cash
dividend for the 201 5 financial year is 50 %
of the net profit or in the amount of Rp Rp7,744,304,153,942 ,- or Rp7 8 . 864 per
share and an additional special cash dividend of 1 0 %
of the net profit or in the amount of Rp1, 548 ,8 80 , 470 , 432,- or Rp1 5 . 773 per share, based on the number of
shares issued (not including the shares bought back by the Company as of
the Meeting date), and shall be distributed as follows
Recording Date Regular and Negotiation Market Cum Dividend Ex Dividend Cash Market Cum Dividend Ex Dividend Payment
Date		= May 4, 2016; 16.00 Jakarta Time = April 29, 2016 = May 2, 2016 = May 4, 2016 = May 9, 2016 = May 26, 2016
2. The eligible shareholders are
shareholders registered in the Company’s Shareholders Registry on May 4,
2016 at 16.00 Jakarta Time, or at Kustodian Sentral Efek Indonesia (”KSEI”)
securities account at the close of trading on May 4, 2016. 3. For American Depositary Shares
holders, the New York Stock Exchange regulations shall prevail and payment
of cash dividend will be made through Custodian Bank which was appointed by
the Bank of New York-Mellon, for the amount of shares registered at the
Register List of ADS holders at the Company’s Registrar and KSEI referring
to Recording Date on May 4, 2016. 4. For
shareholders whose shares are registered at Collective Deposits in KSEI,
cash dividend will be paid through the KSEI and will be distributed to
Securities Companies’ or Custodian Banks’ accounts on May 2 6 ,
201 6 .
Payment receipt will be delivered to Securities Companies and Custodian
Banks in which shareholders open their accounts. 5. For
shareholders whose shares are not registered at Collective Deposits in KSEI,
the Company will send notice of dividend payment (”SPPD”) to shareholders’
address. a. Cash
dividend will be paid in cash at the nearest branch of PT Bank Negara
Indonesia Persero, Tbk (”BNI”), in all places in Indonesia. Shareholders
are obligated to bring along the valid original Identity Card and if it is
authorized to another person, the copy of the valid original Identity Card
of both personnel should be attached to the power of attorney. b. The
cash dividend will only be transferred by the Company to the shareholders’
bank account if: i. The
amount of cash dividend received is at least Rp500,000; and ii. The
complete transfer request must be delivered at the latest on May 4 ,
201 6 to
the Company’s Registrar, PT Datindo Entrycom, Puri Datindo-Wisma Sudirman,
Jl. Jend. Sudirman Kav. 34-35, Jakarta 10220. 6. Tax shall be imposed in
accordance with the applicable Indonesian tax regulations. The amount of
tax shall be deducted from the amount of cash dividend for 2015 financial
year received by each shareholders. 7. For shareholders considered as Domestic Tax Payer
in the form of entity that does not have a tax register number ( Nomor
Pokok Wajib Pajak /”NPWP”), they should register their tax register
number to KSEI or the Company’s Registrar PT Datindo Entrycom, Puri Datindo-Wisma
Sudirman, Jl. Jend. Sudirman Kav. 34-35, Jakarta 10220 at the latest May 4,
2016 at 16.00 Jakarta Time. If as of the said date KSEI or the Company’s
Registrar has not received the NPWP, the cash dividend will be subject to
article 23 of withholding tax law at the rate of 30%. 8. For the shareholders
considered as the Offshore Tax Payer which will use the Tax Treaty under
the Agreement on the Prevention of the Imposition of Dual Taxes (P3B), it
has to comply with Regulation of General Director of Tax No.
PER-61/PJ/2009, which amended by Regulation of General Director of Tax
No.PER-24/PJ/2010 and PER-62/PJ/2009 dated November 5, 2009, which amended
by Regulation of General Director of Tax No. PER-25/PJ/2010 and Circular
Letter of General Director of Tax No.SE-114/PJ/2009 dated December 15, 2009
by submitting Form DGT-1 or DGT-2 that have been legalized by the Tax
Office of Go Public Company to KSEI or the Company’s Registrar at the
latest May 19, 2016 at 16.00 Jakarta Time. If as the said date, KSEI or the
Company’s Registrar has not received the form, the 2015 financial year cash
dividend will be subject to article 26 withholding tax law at the rate of 20%. 9. Evidence of dividend tax
deduction for shareholders whose shares are registered with KSEI are available
at Securities Companies and/or Custodian Banks at which it opens its
account, and for shareholders whose shares are not registered with KSEI are
available at the Company’s Registrar, starting July 25, 2016. Announcement of this Summary of Minutes of Meeting
is to comply with the provision under Article 34 paragraphs (1), (2) and
(6) of Financial Service Authority Regulation No. 32/POJK.04/2014 regarding
The Plan and Implementationof A General Meeting of Shareholders for an
Issuer or a Public Company Bandung, April 2 6 , 201 6 PT Telkom Indonesia (Persero) Tbk Board of Directors