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20240223_NTBK_Ringkasan Risalah//Risalah RUPS_31580354_lamp1.pdf
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Delivering Quality
ANNOUNCEMENT OF SUMMARY OF MINUTES OF
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT NUSATAMA BERKAH Tbk
In order to fulfill the provisions of Article 49 paragraph (1) and Article 51
paragraph (1) of the Financial Services Authority Regulation No.
15/POJK.04/2020 concerning the Plan and the Implementation of the General
Meeting of Shareholders of Public Company ("POJK 15/2020"), the Board of
Directors of the Company hereby announce the Summary of Minutes of the
Company's Extraordinary General Meeting of Shareholders ("Meeting") as
follows:
A. The Meeting of the Company has been held on:
Day/Date : Wednesday, 21 February 2024;
Time : 10.47’ BBWI - 11.05’ BBWI;
Place : Plaza Oleos, 2nd Floor, Bromo Room
Jl. TB Simatupang No. 53A, Jakarta 12520.
B. Agenda of the Meeting are as follows:
1. Approval of changes to Article 3 of the Company's Articles of
Association in connection with the proposal of addition to the
Company's business activities.
2. Approval to the Board of Directors of the Company to transfer,
release or pledge all or majority of the assets of the Company in
one transaction or several transactions which stand alone or are
related to one another and/or act as Guarantor through the
provision of Corporate Guarantees, in connection with the
Company's business activities and/or or subsidiaries of the
Company, in the context of financial facilities that will be obtained
by the Company and/or subsidiaries of the Company from third
parties including extension or refinancing (and all additions and/or
amendments thereto), up to a period deemed good by the Board of
Directors of the Company, by complying with the provisions of
POJK number 42/POJK.04/2020 concerning Affiliated Transactions
and Conflict of Interest Transactions (“POJK No. 42/2020”) and
POJK number 17/POJK.04/2020 concerning Material Transactions
and Changes in Business Activities (“POJK No. 17/2020").
C. The Board of Commissioners and Board of Directors the Company
present at this Meeting are as follows:
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BOARD OF COMMISSIONERS:
President Commissioner : Mr. Ir. HILMAN RISAN;
concurrently Independent Commissioner
Commissioner : Mr. HARDIANTO DARJOTO;
Commissioner : Mrs. LIA MARLIANA, S.E.
BOARD OF DIRECTORS:
President Director : Mr. Ir. BAMBANG SUSILO;
Director : Mr. Ir. ISMU PRASETYO.
D. Based on the attendance list of the shareholders of the Meeting, the
recorded number of shares present or represented in the Meeting is
2.061.079.900 shares, which constitute 76,3345% from the total amount
of shares that have been issued by the Company, which have valid
voting rights as required by the Company's articles of association and
POJK 15/2020.
E. The Company has provided opportunities for the shareholders and the
proxy of shareholders to raised questions and/or provide opinions prior
to the adoption of resolution for each agenda item of the Meeting.
F. In the Meeting, there were no shareholders or proxy of shareholders who
raised questions and/or provided opinions regarding each agenda item
of the Meeting.
G. The mechanism of adopting resolution of Meeting:
1. The mechanism of adopting resolution of Meeting was conducted
in amicable manner. If no amicable resolution is reached, voting
system is implemented in the Meeting through open voting system.
2. Shareholders were allowed to vote through Electronic General
Meeting System KSEI (eASY.KSEI) provided by PT KUSTODIAN
SENTRAL EFEK INDONESIA (“KSEI”).
3. Based on Article 11 paragraph 48 of the Company's Articles of
Association and Article 47 of POJK 15/2020, shareholders with
valid voting rights and have been present, both physically and
electronically at the Meeting, but have not exercised their voting
rights or abstained, are considered valid to attend the Meeting and
cast the same vote as the majority of the voting shareholders by
adding the said vote to the votes of the majority of the voting
shareholders.
H. Voting results:
FIRST AGENDA OF THE MEETING:
Disagree : 100 votes
Abstain : 0 votes
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Therefore the total number of shareholders who agreed was
2.061.079.800 votes, which constitute 99,99% of the total number of valid
votes cast, therefore the Meeting with the majority of votes decided to
APPROVED to the proposed resolutions of the first agenda of the
Meeting that had been submitted.
SECOND AGENDA OF THE MEETING:
Disagree : 100 votes
Abstain : 0 votes
Therefore the total number of shareholders who agreed was
2.061.079.800 votes, which constitute 99,99% of the total number of valid
votes cast, therefore the Meeting with the majority of votes decided to
APPROVED to the proposed resolutions of the second agenda of the
Meeting that had been submitted.
I. Resolutions of the Meeting:
FIRST AGENDA OF THE MEETING:
1. Approve changes to the provisions of Article 3 paragraphs (1) and
(2) of the Company's Articles of Association regarding the Purpose
and Objectives and Business Activities of the Company in
connection with purpose to increase the Company's supporting
business activities, namely in the four-wheeled or more motorized
vehicle industry.
2. Grant authority and power to the Company's Board of Directors to
adjust the Company's Purpose and Objectives and Business
Activities of the Company in connection with the addition of the
Company's supporting business activities, namely in the
four-wheeled or more motorized vehicle industry, with the
provisions of business sector groups as stipulated in the Regulation
of the Head of the Central Statistics Agency concerning the
Standard Classification of Indonesian Business Fields (KBLI) that
currently applies to these business fields, namely KBLI number
29101.
3. Grant authority to the Company's Board of Directors to state the
results of the resolutions on this first Meeting agenda in a separate
Notarial deed, including requesting approval for changes to the
Company's Articles of Association from the competent authority,
including the Ministry of Law and Human Rights of the Republic of
Indonesia, to make changes and/or additions in any form
necessary to obtain approval for changes to the Articles of
Association, including changing the Company's business license,
submitting, signing all applications and other documents, selecting
a place of domicile and carrying out all necessary actions in order
to add the Company's supporting business activities, nothing is
excluded.
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SECOND AGENDA OF THE MEETING:
Grant approval to the Board of Directors of the Company to transfer, release or
pledge all or majority of the assets of the Company in one transaction or
several transactions which stand alone or are related to one another and/or act
as Guarantor through the provision of Corporate Guarantees, in connection
with the Company's business activities and/or or subsidiaries of the Company,
in the context of financial facilities that will be obtained by the Company and/or
subsidiaries of the Company from third parties including extension or
refinancing (and all additions and/or amendments thereto), up to a period
deemed good by the Board of Directors of the Company, by complying with the
provisions of POJK number 42/POJK.04/2020 concerning Affiliated
Transactions and Conflict of Interest Transactions (“POJK No. 42/2020”) and
POJK number 17/POJK.04/2020 concerning Material Transactions and
Changes in Business Activities (“POJK No. 17/2020").
Bekasi City, 22 February 2024
PT NUSATAMA BERKAH Tbk
Board of Directors of the Company
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Names mentioned 9 people and organisations named in the text · linked when the evidence is strong
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Financial Services Authority
p.1
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PT KUSTODIAN SENTRAL EFEK INDONESIA
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Ministry of Law and Human Rights
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