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20260415_LPPF_Ringkasan Risalah//Risalah RUPS_32070927_lamp5.pdf
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SUMMARY OF THE MINUTES OF
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT MATAHARI DEPARTMENT STORE TBK (“COMPANY”)
In connection with the Annual General Meeting of Shareholders (“Meeting”) of PT Matahari
Department Store Tbk, the following is a summary of the minutes of the Meeting:
A. The Meeting:
Day / Date : Wednesday, 15 April 2026
Time : 09.54 until 10.58 Western Indonesia Time
Venue : Cyber 2 Tower 17th Floor
Jl. H. R. Rasuna Said, Blok X – 5
Jakarta, Indonesia
B. Information Disclosures:
Prior to the Meeting, the Board of Directors of the Company had conducted the following
information disclosures in accordance with the prevailing laws and regulations:
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;
2. Announcement to the Company’s shareholders 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 the Company’s shareholders to attend the Meeting dated 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 25, 2026.
C. The Meeting Agenda:
1. Approval and ratification of the Company’s Annual Report for the financial year 2025,
which include the Company’s Activity Report, the Supervisory Report of the Board of
Commissioners, the Company’s Financial Statements and the Company’s Sustainability
Report for the financial year ended 31 December 2025, as well as the granting of full
release and discharge (acquit et de charge) to all members of the Board of Directors
and the Board of Commissioners of the Company for their respective management
and supervisory actions carried out during the financial year ended 31 December 2025;
2. Approval of the determination of the appropriation of the Company’s net profit for the
financial year 2025;
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3. Appointment of a Public Accountant to audit the Company’s books for the financial
year 2026 and the granting of authority to the Board of Directors and the Board of
Commissioners of the Company to determine the honorarium and other terms of such
appointment; and
4. Appointment and/or changes in the composition of the members of the Board of
Directors and the Board of Commissioners of the Company, as well as determination of
the salary/honorarium and/or other allowances for the members of the Board of
Directors and the Board of Commissioners of the Company.
D. The Presence of Shareholders, and/or Proxy of Shareholders, Board of Commissioners,
and/or Board of Directors
1. The Meeting was attended by the shareholders of the Company and/or their duly
authorized proxies representing 1.698.503.856 shares, equivalent to 76,259 % of the
total issued shares with valid voting rights of the Company as of the date of the
Meeting, amounting to 2,227,279,280 shares, excluding treasury shares;
2. The Meeting was physically attended and chaired by the Commissioner of the
Company, namely Mr. Adrian Suherman who acted as the Chairman of the Meeting
pursuant to the resolution of the Board of Commissioners dated February 25, 2026;
3. The Meeting was attended in-person by Dr. Andy Adhiwana as Commissioner of the
Company;
4. The Meeting was virtually attended via Zoom by Ms. Bianca Cheo Hui Hsin as
Independent Commissioner of the Company;
5. The Meeting was attended in-person by Mr. Hasan M. Soedjono as Independent
Commissioner of the Company;
6. The Meeting was attended in-person by Mr. Bunjamin Jonatan Mailool as President
Director of the Company;
7. The Meeting was attended in-person by Mr. Monish Manohar Mansukhani as Vice
President Director of the Company;
8. The Meeting was attended in-person by Mr. Irwin Abuthan as Independent Director of
the Company;
9. The Meeting was attended in-person by Ms. Herni Dian Anggreani as Independent
Director of the Company;
10. The Meeting was also attended in-person by the supporting professionals, namely
Notary Ir. Nanette Cahyanie Handari Adi Warsito, S.H., Public Accounting Firm of Rintis,
Jumadi, Rianto and Partner (the member of PricewaterhouseCoopers) represented by
Mr. Andry Atmadja and Ms. Indah Andriani, Law Firm of Hadiputranto, Hadinoto, and
Partners, represented by Mr. Iqbal Darmawan and Mr. Aditya Darmawan, and PT
Sharestar Indonesia as the Share Registrar, represented by Mr. Soeroto.
E. Question and Answer Session
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The shareholders and/or their duly authorized proxies were given the opportunity to raise
questions and/or give opinions related to the Meeting Agenda discussed according to the
following mechanism:
1. Filling out the question form that had been distributed along with the Meeting Rules,
including the name and number of shares owned or represented, and affixing
signatures in respect of sthe hareholders and their proxies attending the Meeting
physically.
2. Submitting questions via the chat box feature on the eASY.KSEI application in respect
of shareholders and their duly authorized proxies attending the Meeting virtually.
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 had been communicated and
were displayed on the presentation screen to all shareholders and their proxies, and
were also accessible, among others, on the Company’s website by the shareholders
and their proxies since the date of the notice to the Meeting. The Meeting rules of
conduct set out, inter alia, provisions regarding the attendance quorum, requirements
for decision making, procedures for submitting questions, and voting procedures.
2. After the Board of Directors and the Board of Commissioners delivered their
presentations and explanations, the shareholders and their proxies were given the
opportunity to raise questions and/or express opinions. In the absence of questions
and/or opinions, the Meeting was then continued with the adoption of resolutions on
the Company's proposals by way of electronic voting (e-Voting) through the eASY.KSEI
application, and shareholders who attended the Meeting physically were requested
to raise their hands if they cast a vote of "not in favor" or "abstain".
3. The “abstain” vote is deemed to have been cast in the same manner as the majority
vote of the shareholders.
G. Resolutions of the Meeting
Based on the results of the voting, the Meeting has resolved to adopt the following
resolutions:
1. The First Agenda
Present votes : 1.698.503.856 shares
Non-affirmative votes : 700 shares
Abstain votes : 2.177.600 shares
Affirmative votes : 1.698.503.156 shares (99,999 %)
Therefore, the Meeting, by majority vote, resolved as follows:
a. To approve and accept the Annual Report of the Company for the financial year
2025, including the Company's Activity Report, the Board of Commissioners'
Supervisory Report, the Company's Financial Statements, and Company’s
Sustainability Report for the financial year ending on December 31, 2025.
b. To approve and ratify the Company's Annual Financial Statements for the financial
year 2025 as audited by the Public Accounting Firm Rintis, Jumadi, Rianto and
Partners (a member of PricewaterhouseCoopers), as stated in its report dated
February 26, 2026 with an Un-modified Opinion (Unqualified Opinion), and to grant
full release and discharge(acquit et de charge) to all members of the Board of
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Commissioners for their supervisory actions and the Board of Directors for their
management actions during the financial year 2025, in the broadest sense,
including activities carried out in relation to the sale of shares by shareholders, from
any and all responsibility for management and supervisory actions they have
performed, on any and all policies, decisions, agreements, approvals,
arrangements, contracts, cooperation, relationships, partnerships, investments and
divestments, purchases and sales and trading, procurement, other trading activities,
leasing, renovations, construction, opening and closure of facilities and outlets,
system policies and bookkeeping and reporting transactions, placement and use of
funds and financing, transactions and administration and financial reportings,
lending and borrowing relationships and transactions, and the management of the
Company in any form, whether directly or indirectly, during the financial year 2025
and up to the closing of the Meeting, insofar as such actions are reflected in the
Company's Board of Directors Report and the Company's Annual Financial
Statements.
2. The Second Agenda
Present votes : 1.698.503.856 shares
Non-affirmative votes : 3.498.600 shares
Abstain votes : 2.167.100 shares
Affirmative votes : 1.695.005.256 shares (99,794 %)
Therefore, the Meeting unanimously resolved as follows:
To approve the distribution of final dividend from the Company's net profit for the
financial year ended December 31, 2025 in the amount of IDR250 (two hundred fifty
Rupiah) per share, to the Company’s shareholders whose names are recorded in the
Company’s Shareholders Register as at April 27, 2026 at 16:00 Western Indonesia Time,
with the schedule and terms to be in accordance with the Indonesian Stock Exchange
regulations for trading shares on the Indonesian Stock Exchange.
3. The Third Agenda
Present votes : 1.698.503.856 shares
Non-affirmative votes : 3.134.700 shares
Abstain votes : 2.167.100 shares
Affirmative votes : 1.695.369.156 shares (99,815 %)
Therefore, the Meeting unanimously resolved as follows:
To delegate authority to the Board of Commissioners of the Company to select and
appoint a registered Public Accountant to audit the Company’s financial statements for
the financial year 2026, based on the recommendation of the Audit Committee and in
accordance with Financial Services Authority Regulation No. 9 of 2023 concerning the
Utilization of Public Accountant and Public Accounting Firm Services in Financial Services
Activities which replaces Financial Services Authority Regulation No. 13/POJK.03/2017, or
to appoint a substitute Public Accountant in the event the appointed Public
Accounting Firm or Public Accountant is, for any reason whatsoever, unable to carry out
or complete the audit, and to grant authority to the Board of Directors and the Board of
Commissioners of the Company to determine the honorarium and other terms and
conditions of such appointment, in accordance with the criteria established by the
Company, as follows:
a. A Public Accounting Firm (PAF) that is included among the top four firms according
to an official PAF association and has a high level of integrity;
b. Affiliated with an international PAF;
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c. Registered with the Financial Services Authority (OJK) and in compliance with the
applicable regulations;
d. Experienced in auditing large-scale companies, including local, multinational, or
publicly listed companies.
4. The Fourth Agenda
Present votes : 1.698.503.856 shares
Non-affirmative votes : 1.200 shares
Abstain votes : 2.167.100 shares
Affirmative votes : 1.698.502.656 shares (99,999 %)
Therefore, the Meeting, by majority vote, resolved as follows:
a. To approve the honorable dismissal of Mr. Irwin Abuthan as the Independent
Director of the Company as of 15 April 2026 and to grant full release and discharge
(acquit et de charge) to him for and in relation to all of his management actions as
a member of the Company’s Board of Directors during the period up to the closing
of the Meeting, insofar as such actions are reflected in the Company's Board of
Directors Report and the Company's Annual Financial Statements.
As such, to approve that as of the closing of the Meeting until the Annual General
Meeting of Shareholders for the 2026 financial year to be held in 2027, the
composition of the Company’s Board of Directors shall be as follows:
President Director : Bunjamin Jonatan Mailool
Vice President Director : Monish Manohar Mansukhani
Director : Herni Dian Anggreani
b. To approve the remuneration system, including salaries or honoraria and
allowances or other remuneration for the members of the Board of Commissioners,
based on performance orientation, market competitiveness, and alignment with
the Company’s financial capacity to meet such obligations, as well as any other
necessary considerations, with an aggregate cap of up to 0.3% (zero point three
percent) of the Company’s net sales.
c. To grant authority to the Board of Commissioners, with the right of substitution to the
Nomination and Remuneration Committee, to design, determine, and implement
the remuneration system, including honoraria, allowances, salaries, bonuses, and/or
other remuneration for members of the Board of Directors of the Company, based
on performance orientation, market competitiveness, and alignment with the
Company’s financial capacity to fulfil it, as well as any other required matters.
d. To grant power and authority to the Board of Directors, with the right of substitution,
to undertake all necessary actions in connection with the implementation of the
resolutions of this Meeting, including to prepare and restate the resolutions adopted
in this Meeting in a notarial deed and to submit them to the competent authorities
to obtain approval and/or acknowledgment of the notification of amendments to
the Articles of Association, and to do all things deemed necessary and useful for
such purposes without exception, including making additions and/or amendments
to the amendments to the Articles of Association if required by the competent
authorities in accordance with applicable 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
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MATAHARI DEPARTMENT STORE TBK
p.1 ×6
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person
H. R. Rasuna Said
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Financial Services Authority
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Sentral Efek Indonesia
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person
Bianca Cheo Hui Hsin
· Independent Commissioner
p.2
unresolved
person
Hasan M. Soedjono
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unresolved
person
Bunjamin Jonatan Mailool
p.2 ×3
unresolved
person
Irwin Abuthan
· Independent Director
p.2 ×2
unresolved
person
Herni Dian Anggreani
p.2
unresolved
person
Notary Ir. Nanette Cahyanie Handari Adi Warsito
p.2 ×2
unresolved
person
Andry Atmadja
p.2
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person
Indah Andriani
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person
Iqbal Darmawan
p.2
unresolved
person
Aditya Darmawan
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org
PT Sharestar Indonesia
p.2
unresolved
person
Soeroto. E.
p.2
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no RUPS minutes content - likely misclassified