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20260415_LPPF_Ringkasan Risalah//Risalah RUPS_32070939_lamp5.pdf
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SUMMARY OF THE MINUTES OF
THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT MATAHARI DEPARTMENT STORE TBK (“COMPANY”)
In connection with the Extraordinary General Meeting of Shareholders (“Meeting”) of PT
Matahari Department Store Tbk, the following is the summary of the minutes of the Meeting:
A. The Meeting:
Day / Date : Wednesday, 15 April 2026
Time : 11:08 until 11:35 Western Indonesia Time
Venue : Cyber 2 Tower 17th Floor
Jl. H. R. Rasuna Said, Blok X – 5
Jakarta, Indonesia
B. Information Disclosures:
In relation with the Meeting, the Board of Directors of the Company has conducted the
following information disclosures:
1. Notification letter to the Financial Services Authority (Otoritas Jasa Keuangan) (“OJK”)
regarding the Company’s plan to convene the Meeting on March 02, 2026 juncto the
Amendment to the Notification to the Financial Services Authority dated 12 March
2026.;
2. Announcement to the Company’s shareholder regarding the plan to convene the
Meeting on March 09, 2026 through PT Bursa Efek Indonesia (“IDX”) website
https://www.idx.co.id/, Kustodian Sentral Efek Indonesia (“KSEI”) website
https://easy.ksei.co.id/, and Company’s Website
https://www.matahari.com/corporate/;
3. Notice to all Company’s shareholders to attend the Meeting on March 24, 2026
through IDX website, KSEI website and the Company website; and
4. Uploaded the explanation of the Meeting agenda, Meeting rules of conduct, power
of attorney form and any other Meeting’s materials on the Company’s website on
March 24, 2026.
C. The Meeting Agenda:
1. Approval of the reduction of the Company’s issued and paid-up capital;
2. Approval of the amendment to the Company’s Articles of Association.
D. The Presence of Shareholders, and/or Proxy of Shareholders, Board of Commissioners,
and/or Board of Directors
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1. The Meeting has been attended by the shareholders of the Company and/or their
proxies representing 1.704.467.856 shares which was 76,527 % of the total shares with
the valid voting that have been issued by the Company until the date of the Meeting,
amounting 2.227.279.280 shares, not included treasury shares;
2. The Meeting was led and physically attended by the Commissioner of the Company,
namely Mr. Adrian Suherman who acted as the Chairman of the Meeting based on
the Board of Commissioners’ Resolution dated on February 25, 2026;
3. The Meeting was attended in-person by Dr. Andy Adhiwana as the Commissioner of
the Company;
4. The Meeting was virtually attended via Zoom by Ms. Bianca Cheo Hui Hsin as the
Independent Commissioner of the Company;
5. The Meeting was attended in-person by Mr. Hasan M. Soedjono the Independent
Commissioner of the Company;
6. The Meeting was attended in-person by Mr. Bunjamin Jonatan Mailool as the President
Director of the Company;
7. The Meeting was attended in-person by Mr. Monish Manohar Mansukhani as the Vice
President Director of the Company;
8. The Meeting was attended in-person by Ms. Herni Dian Anggreani the Independent
Director of the Company;
9. The Meeting was also attended by the supporting professionals, particularly the Notary
represented by Ms. Ir. Nanette Cahyanie Handari Adi Warsito, S.H., as attended in-
person, Public Accounting Firm of Rintis, Jumadi, Rianto and Partner (the member of
PricewaterhouseCoopers) represented by Mr. Andry Atmadja and Ms. Indah Andriani
as attended in person, Law Firm of Hadiputranto, Hadinoto, and Partners, represented
by Mr. Iqbal Darmawan as attended in-person, and Share Registrar of PT Sharestar
Indonesia represented by Mr. Soeroto as attended in-person.
E. Question and Answer Session
The shareholders and/or their proxies were given the opportunity to raise questions and/or
give opinions related to the Meeting Agenda discussed with the mechanism:
1. Fill out the question form that has been distributed along with the Meeting Rules,
including the name and number of shares owned or represented and affix signatures
for each Shareholder or their legal proxy who attends the Meeting physically.
2. Send questions via the chat box feature on the eASY.KSEI application to each
shareholder or their proxies who attend electronically.
F. Mechanism of the Meeting and Decision Making
1. The Chairman of the Meeting conveyed that the Meeting was conducted in
accordance with the Meeting rules of conduct which has been informed and
presented on the screen presentation to all shareholders and their proxies, and can be
accessed, such as, on the Company’s website by the shareholders or their proxies
since the date of the invitation to the meeting. The Meeting rules of conduct contain
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quorum attendance, requirements of decision making, procedures for submitting
question, and voting procedures.
2. After the Board of Directors and the Board of Commissioners provided the description
and explanation, the shareholders and their proxies were given the opportunity to raise
questions and/or give opinions. If there are no further questions and/or opinions, the
Meeting will proceed with making decisions on the Company's proposals electronically
(e-Voting) through the eASY.KSEI application, and for shareholders who are physically
present are asked to raise their hands when voting "disagree" or "abstain".
3. The “abstain” vote is deemed to be the same as the majority vote of the shareholders.
G. Resolutions of the Meeting
From the voting result, Meeting has decided the following resolutions:
1. The First Agenda
Present votes : 1.704.467.856 shares
Non-affirmative votes : 116.757.538 shares
Abstain votes : 1.606.200 shares
Affirmative votes : 1.587.710.318 shares (93,149%)
Therefore, The Meeting with the majority votes resolved as follows:
a. To approve the transfer of treasury shares through the withdrawal of 31,000,000
(thirty-one million) shares, representing all shares repurchased by the Company
based on the implementation of the Company’s share buyback conducted up to 9
April 2026, by way of a reduction of the Company’s issued and paid-up capital.
b. To approve the amendment to Article 4 paragraphs (2) and (3) of the Company’s
Articles of Association concerning the Company’s issued and paid-up capital.
c. To grant authority and power to the Board of Directors, with the right of substitution,
to take all necessary actions in connection with the resolutions of this Meeting
agenda, including to compile and restate the entire Articles of Association of the
Company in a notarial deed and to submit the same to the competent authorities
to obtain approval and/or acknowledgment of receipt of notification of the
amendment to the Articles of Association, and to take any and all actions deemed
necessary and useful for such purposes without exception, including to make
additions and/or amendments to the Articles of Association if required by the
competent authorities in accordance with the prevailing laws and regulations.
d. To approve that, in the event the reduction of the Company’s issued and paid-up
capital does not obtain approval from the Ministry of Law and Human Rights, the
resolution under the First Agenda concerning the approval of the transfer of treasury
shares through withdrawal by way of a reduction of the Company’s issued and
paid-up capital shall be null and void by operation of law without requiring further
approval from the General Meeting of Shareholders (GMS), and accordingly Article
4 paragraphs (2) and (3) of the Company’s Articles of Association shall remain
unchanged, such that the Company’s issued and paid-up capital shall remain as
originally stated.
2. The Second Agenda
Present votes : 1.704.467.856 shares
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Non-affirmative votes : 116.226.738 shares
Abstain votes : 1.606.200 shares
Affirmative votes : 1.588.241.118 shares (93,181%)
Therefore, The Meeting unanimously resolved as follows:
a. To approve the change of the Company’s name from “PT Matahari Department Store
Tbk.” to “PT MDS Retailing Tbk.”, and accordingly amend Article 1 paragraph (1) of the
Company’s Articles of Association regarding the Company’s name, with the provision
that in the event the proposed Company name does not obtain approval from the
Ministry of Law and Human Rights and/or other relevant authorities, the Board of
Directors of the Company, under the supervision of the Board of Commissioners, shall
be authorized and empowered to determine and use an alternative name with similar
substance, without requiring further approval from the General Meeting of
Shareholders (GMS).
b. To approve the amendment to the provisions of the Company’s Articles of Association
concerning the authority to represent the Company, and accordingly amend Article
14 paragraph (14) of the Company’s Articles of Association, as follows:
Currently reads:
“The President Director and the Vice President Director or one (1) other member of the
Board of Directors, acting jointly, shall be entitled to act for and on behalf of the Board
of Directors and represent the Company. In the event the President Director is absent
for any reason whatsoever without the need to prove such absence to any party, the
Vice President Director and two (2) members of the Board of Directors, acting jointly,
shall be entitled to act for and on behalf of the Board of Directors and represent the
Company. In the event both the President Director and the Vice President Director are
absent for any reason whatsoever without the need to prove such absence to any
party, three (3) members of the Board of Directors, acting jointly, shall be entitled to act
for and on behalf of the Board of Directors and represent the Company.”
To be amended to read:
“The President Director and the Vice President Director or one (1) other member of the
Board of Directors, acting jointly, shall be entitled to act for and on behalf of the Board
of Directors and represent the Company. In the event the President Director is absent
for any reason whatsoever without the need to prove such absence to any party, the
Vice President Director and one (1) member of the Board of Directors, acting jointly,
shall be entitled to act for and on behalf of the Board of Directors and represent the
Company. In the event both the President Director and the Vice President Director are
absent for any reason whatsoever without the need to prove such absence to any
party, one (1) member of the Board of Directors together with two (2) attorneys-in-fact
appointed by the President Director and the Vice President Director, acting jointly, shall
be authorized to act for and on behalf of the Board of Directors and represent the
Company.”
c. To approve the amendment and accordingly restate the Company’s Articles of
Association in connection with the changes as referred to in the above resolutions.
d. To grant authority and power to the Board of Directors, with the right of substitution, to
take all necessary actions in connection with the implementation of the resolutions of
this Meeting, including to draft and restate the resolutions under the Second Agenda
regarding the change of the Company’s name, the amendment to the duties and
authorities of the Board of Directors, and/or the amendment to the Company’s Articles
of Association, as well as to compile and restate the entire Articles of Association of the
Company in a notarial deed, and to submit the same to the competent authorities to
obtain approval and/or acknowledgment of receipt of notification of the amendment
to the Articles of Association, to make notifications, reports, and announcements to the
relevant authorities and other parties, to appear before any authorized officials and
parties to provide explanations and respond to inquiries, and to take any and all
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actions deemed necessary and useful for such purposes without exception, as required
under the prevailing laws and regulations.
Jakarta, April 15, 2026
PT Matahari Department Store Tbk
Board of Directors
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Names mentioned 21 people and organisations named in the text · linked when the evidence is strong
unresolved
org
MATAHARI DEPARTMENT STORE TBK
p.1 ×8
unresolved
person
H. R. Rasuna Said
p.1
unresolved
org
Financial Services Authority
p.1 ×2
unresolved
org
Sentral Efek Indonesia
p.1
unresolved
person
Bianca Cheo Hui Hsin
p.2
unresolved
person
Hasan M. Soedjono
p.2
unresolved
person
Bunjamin Jonatan Mailool
p.2 ×2
unresolved
person
Herni Dian Anggreani
p.2
unresolved
person
Ir. Nanette Cahyanie Handari Adi Warsito
p.2 ×2
unresolved
person
Andry Atmadja
p.2
unresolved
person
Indah Andriani
p.2
unresolved
person
Iqbal Darmawan
p.2
unresolved
org
PT Sharestar Indonesia
p.2
unresolved
person
Soeroto
p.2
unresolved
org
Ministry of Law and Human Rights
p.3 ×2
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12 Sep 2026 22:29
no RUPS minutes content - likely misclassified