Holding EGMS In November, Erick Thohir Will Remodel Garuda Indonesia Directors?

Garuda Indonesia aircraft. (Irfan Meidianto / VOI)

JAKARTA - PT Garuda Indonesia (Persero) Tbk plans to hold an Extraordinary General Meeting of Shareholders (EGMS) on Friday, November 20. One of the agenda items in the EGMS is the reshuffle of the management of the issuer coded as GIAA shares.

Quoted from the disclosure of information on the Indonesia Stock Exchange (IDX) website, Friday, October 30, Garuda Indonesia announced that there were three agenda items at the EGMS. First, namely the increase in authorized capital, issued capital, and paid-up capital of the company related to the issuance of mandatory convertible bonds (OWK) with a value of up to IDR 8.5 trillion through the mechanism of increasing capital without pre-emptive rights (PMTHMETD) or private placement.

Citing the previous disclosure of information from Garuda Indonesia, the company's OWK has a 7 year period from the date of issue. The conversion will be made into new Series B shares at the end of the OWK period, the amount of which will be determined by dividing the OWK principal value owed on the conversion date by the conversion price.

The holder of the OWK is planned to be the Indonesian government, in this case the Ministry of Finance, which will be represented by an affiliate of the company through share ownership by the Indonesian government.

Garuda Indonesia said there is a risk or impact of adding capital to shareholders, including dilution. The issuance of OWK with a maximum value of IDR 8.5 trillion must be converted into new shares on the conversion date.

After the increase in capital from the company's transactions becomes effective, the percentage of ownership of other Series B shareholders will experience a dilution decrease of 61 percent. Based on the proforma assumption, the conversion price is based on 90 percent of the average closing price for a period of 25 days from 13 October 2020, namely Rp206.

With that assumption, the Indonesian government's ownership in GIAA will increase from 60.5 percent to 84.8 percent after the OWK conversion. Furthermore, PT Trans Airways shrank from 25.8 percent to 9.9 percent.

Previously, the President Director of Garuda Indonesia, Irfaniaputra, said that the EGMS agenda was carried out to propose approval to shareholders in order to comply with the provisions in the capital market sector. The issuance of the OWK is also related to the implementation of the national economic recovery program (PEN).

The second agenda item in the Garuda Indonesia EGMS is the amendment to the company's articles of association. The agenda items include adjusting to the provisions of the Financial Services Authority Regulation No.15 / POJK.04 / 2020 concerning the Planning and Implementation of the General Meeting of Shareholders of Public Companies.

Furthermore, the company also includes an agenda for changes to the composition of the company's management. GIAA management only explained that in accordance with the provisions of the company's articles of association Article 11 paragraph (10) and Article 14 paragraph (12) as well as Law No. 40 of 2007 concerning Limited Liability Companies Article 94 and Article 111, this agenda item is obliged to be decided at the GMS.

Currently, the directors and commissioners of Garuda Indonesia are as follows:

Commissioner

1. President Commissioner: Triawan Munaf

2. Vice President Commissioner: Chairal Tanjung

3. Independent Commissioner: Yenny Wahid

4. Independent Commissioner: Elisa Lumbantoruan

5. Commissioner: Peter F Gontha

Directors

1. President Director: Irfaniaputra

2. Deputy President Director: Dony Oskaria

3. Director of Finance and Risk Management: Fuad Rizal

4. Operation Director: Tumpal Manumpak Hutapea

5. Director of Human Capital: Aryaperwira Adileksana

6. Technical Director: Rahmat Hanafi

7. Director of Services, Business Development and IT: Ade R. Susardi

8. Director of Commerce and Cargo: M. Rizal Pahlevi