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20231228_FLMC_Ringkasan Risalah//Risalah RUPS_31562704_lamp2.pdf
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Bandung, December 22nd 2023
Number : 3/MY/NOT/XII/2023
Subject : Resume of Annual
General Meeting of Shareholders
PT FALMACO NONWOVEN INDUSTRI, Tbk
To. PT FALMACO NONWOVEN INDUSTRI, Tbk.
Jalan Raya Padalarang Number 289
West Bandung Regency
Sirs/Madams,
The following is the Resume of the Annual General Meeting of Shareholders 2022
(hereinafter referred to as Meeting) of PT FALMACO NONWOVEN INDUSTRI, Tbk., having
its domicile in West Bandung Regency, (hereinafter referred to as Company),
a. Held on:
Day/Date : Friday/ December 22nd 2023
Time : 10.15 WIB to 11.00 WIB
Place : Mason Pine Hotel
Kota Baru Parahyangan
West Bandung
- The meeting was held based on Regulation of the Financial Services Authority Number
15/POJK.04/2020 regarding Plan and Organization of the General Meeting of Shareholders
of Public Company (“POJK Number 15/2020”).
b. Attendance
- Board of Directors:
- President Director : Mr DANIEL MULJADI HANAFI
- Director : Mr FREDDY HANAFI
- Board of Commissioners:
- President Commissioner : Mrs THERESIA INDRA WIRAWAN
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- Independent Commissioner : Mr TSUN TIEN WEN LIE
- Shareholders:
- 625,037,100 (six hundred twenty-five million thirty seven thousand and one hundred)
shares or representing 80% (eighty) percent of the total of 781,250,000 (seven hundred
eighty-one thousand two hundred and fifty thousand) shares.
- Conditions regarding the quorum of attendance as regulated in Article 23 Paragraph 1
letter a of Company’s Articles of Association and Article 86 Paragraph 1
Law Number 40 of 2007 regarding Limited Liability Company as partially amended
by Law Number 6 of 2023 regarding Stipulation of Government Regulation in lieu of
Law Number 2 of 2022 regarding Job Creation into Law which requires that the
attendance of representing shareholders to be more than 1/2 (half) of the total issued
shares shall be fulfilled.
c. MEETING AGENDA
1. To approve the granting of dispensation for:
i. the delay in the organization of the Company Annual General Meeting of Shareholders
and for not organizing or not yet organizing the Company Annual General Meeting of
Shareholders for the accounting year 2022 within the deadline for the organization of
the Annual General Meeting of Shareholders as regulated in the applicable laws and
regulations (including Law Number 40 of 2007 regarding Limited Liability Company
as partially amended by Law Number 6 of 2023 regarding Stipulation of Government
Regulation in lieu of Law Number 2 of 2022 regarding Job Creation into Law) and the
Articles of Association,
ii. the delay in the making of the Annual Report (including the Company's Activity
Report and Company Financial Statement) for the accounting year 2022 within the
deadline for the making of the Annual Report as regulated in the applicable laws and
regulations (including Limited Liability Company) and the Articles of Association.
2. To approve, certify, and ratify the Annual Report for the accounting year 2022 including
among others the Company's Activity Report and Company Financial Statement for the
accounting year 2022, and therefore to fully release and discharge (acquit et decharge) all
members of the Board of Commissioners and Board of Directors from all supervisory and
managerial actions that have been performed during the accounting year 2022, to the extent
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that the actions do not constitute criminal acts. 3. To approve, certify, and ratify the Annual Report for the accounting year that ends on December 31st, 2022, including among others the Company's Activity Report and the Financial Statement for the accounting year 2022, audited by Public Accounting Firm Richard Risambessy & Budiman, as a Registered Public Accountant in Jakarta, as stated in the Independent Auditor Report, dated October 31st, 2023, Report Number 00084/3.0430/AU.1/04/1496-1/1/X/2023. 4. Approval and verification of the Board of Directors Report regarding the Company’s course of business and the Company’s financial administration for the accounting year that ends on December 31st, 2022 as well as the approval and verification of the Financial Statement, including the Company’s Balance Sheet and Profit/Loss Statement for the accounting year that ends on December 31st, 2022, audited by the Independent Public Accountant, and approval of the Annual Report, the Board of Commissioners supervisory duty report, and to fully release and discharge (acquit et decharge) all members of the Board of Commissioners and Board of Directors from all supervisory and managerial actions that have been performed during the accounting year that ends on December 31st, 2022. 5. Stipulation of the use of the Company’s net profit for the accounting year that ends on December 31st, 2022. 6. Stipulation of the salary and benefits of the Board of Directors which will be implemented with due regard to the input or recommendation of the Company’s Remuneration and Nomination Committee. 7. Appointment of a public accountant who will provide audit services for the Financial Statement for the accounting year that ends on December 31st, 2023. 8. To approve and certify realization of the use of proceeds from the Initial Public Offering Company until the date for organization of the Annual General Meeting of Shareholders for the accounting year 2022. d. PROCEDURE FULFILLMENT In accordance with the provision of Article 21 of the Company’s Articles of Association, provision of Article 81, Article 82, and Article 83 of Law Number 40 of 2007 regarding Limited Liability Company as partially amended by Law Number 6 of 2023 regarding Stipulation of Government Regulation in lieu of Law Number 2 of 2022 regarding Job
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Creation into Law and POJK 15/2020, the Board of Directors have performed the following:
1. Submitted a notification regarding the plan for the organization of the Meeting to
the Financial Services Authority (“OJK”) through letter Number 051-Corsec/RUPST-
2022/XI/2023, dated November 8th, 2023.
2. Announced the Notification regarding the Meeting plan on November 8th, 2023, through
eASY KSEI website, Indonesian Exchange and OJK websites, as well as the Company’s
website.
3. Announced the Call for Annual General Meeting of Shareholders on November 30th, 2023
through eASY KSEI website, Indonesian Exchange and OJK websites, as well as the
Company’s website.
e. MEETING AGENDA DECISION-MAKING MECHANISM
In accordance with the Meeting Rules and Regulations that have been read, for every
discussion of the Meeting Agenda, the Shareholders were offered an opportunity to ask
questions and submit ideas or opinions before the vote.
Afterward, it was followed by a vote by show of hands and/or calculation of the submitted
votes, including through the electronic system. Shareholders who voted disagree or abstain
from the vote were requested to submit their voting card to the Officer and the voting results
were announced by the Notary.
f. MEETING DISCUSSION
FIRST MEETING AGENDA
- The meeting offered an opportunity for the attending Shareholders or Proxy of
Shareholders to ask questions regarding the First Meeting Agenda.
- During the questions and answers session, none of the attending Shareholders or Proxy of
Shareholders asked any questions.
- Meeting Decision-Making:
- The following number is obtained from the calculation results:
- The total valid votes are 625,037,100 (six hundred twenty-five million thirty seven
thousand and one hundred) votes
- 0 (zero) negative votes
- 0 (zero) abstain votes
(Based on the provisions of Article 23 Paragraph 11 of the Company’s Articles of
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Association, the abstain votes are deemed to cast the same vote as the majority of the
voting shareholders in the Meeting).
- Therefore, the total affirmative votes are 625,037,100 (six hundred twenty-five million
thirty seven thousand and one hundred) votes or representing 100% (one hundred
percent) of the total valid votes in the Meeting.
Henceforth, the requirements of votes as stipulated in Article 23 Paragraph 1 letter c of
the Company’s Articles of Association have been fulfilled.
SECOND, THIRD, AND FOURTH MEETING AGENDAS
- Explanation of the agendas is carried out simultaneously and continuously.
- The meeting offered an opportunity for the attending Shareholders or Proxy of
Shareholders to ask questions regarding the Second, Third, and Fourth Meeting Agendas.
- During the questions and answers session, none of the attending Shareholders or Proxy of
Shareholders asked any questions.
1. Second Meeting Agenda
- The following number is obtained from the calculation results:
- The total valid votes are 625,037,100 (six hundred twenty-five million thirty
seven thousand and one hundred) votes
- 0 (zero) negative votes
- 0 (zero) abstain votes
(Based on the provisions of Article 23 Paragraph 11 of the Company’s Articles of
Association, the abstain votes are deemed to cast the same vote as the majority of the
voting shareholders in the Meeting).
- Therefore, the total affirmative votes are 625,037,100 (six hundred twenty-five
million thirty seven thousand and one hundred) votes or representing 100% (one
hundred percent) of the total valid votes in the Meeting.
Henceforth, the requirements of votes as stipulated in Article 23 Paragraph 1 letter c
of the Company’s Articles of Association have been fulfilled.
2. Third Meeting Agenda
- The following number is obtained from the calculation results:
- The total valid votes are 625,037,100 (six hundred twenty-five million thirty
seven thousand and one hundred) votes
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- 0 (zero) negative votes
- 0 (zero) abstain votes
(Based on the provisions of Article 23 Paragraph 11 of the Company’s Articles of
Association, the abstain votes are deemed to cast the same vote as the majority of the
voting shareholders in the Meeting).
- Therefore, the total affirmative votes are 625,037,100 (six hundred twenty-five
million thirty seven thousand and one hundred) votes or representing 100% (one
hundred percent) of the total valid votes in the Meeting.
Henceforth, the requirements of votes as stipulated in Article 23 Paragraph 1 letter c
of the Company’s Articles of Association have been fulfilled.
3. Fourth Meeting Agenda
- The following number is obtained from the calculation results:
- The total valid votes are 625,037,100 (six hundred twenty-five million thirty
seven thousand and one hundred) votes
- 0 (zero) negative votes
- 0 (zero) abstain votes
(Based on the provisions of Article 23 Paragraph 11 of the Company’s Articles of
Association, the abstain votes are deemed to cast the same vote as the majority of the
voting shareholders in the Meeting).
- Therefore, the total affirmative votes are 625,037,100 (six hundred twenty-five
million thirty seven thousand and one hundred) votes or representing 100% (one
hundred percent) of the total valid votes in the Meeting.
Henceforth, the requirements of votes as stipulated in Article 23 Paragraph 1 letter c
of the Company’s Articles of Association have been fulfilled.
FIFTH MEETING AGENDA
- The meeting offered an opportunity for the attending Shareholders or Proxy of
Shareholders to ask questions regarding the Fifth Meeting Agenda.
- During the questions and answers session, none of the attending Shareholders or Proxy of
Shareholders asked any questions.
- Meeting Decision-Making:
- The following number is obtained from the calculation results:
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- The total valid votes are 625,037,100 (six hundred twenty-five million thirty seven
thousand and one hundred) votes
- 0 (zero) negative votes
- 0 (zero) abstain votes
(Based on the provisions of Article 23 Paragraph 11 of the Company’s Articles of
Association, the abstain votes are deemed to cast the same vote as the majority of the
voting shareholders in the Meeting).
- Therefore, the total affirmative votes are 625,037,100 (six hundred twenty-five million
thirty seven thousand and one hundred) votes or representing 100% (one hundred
percent) of the total valid votes in the Meeting.
SIXTH MEETING AGENDA
- The meeting offered an opportunity for the attending Shareholders or Proxy of
Shareholders to ask questions regarding the Sixth Meeting Agenda.
- During the questions and answers session, none of the attending Shareholders or Proxy of
Shareholders asked any questions.
- Meeting Decision-Making:
- The following number is obtained from the calculation results:
- The total valid votes are 625,037,100 (six hundred twenty-five million thirty seven
thousand and one hundred) votes
- 0 (zero) negative votes
- 0 (zero) abstain votes
(Based on the provisions of Article 23 Paragraph 11 of the Company’s Articles of
Association, the abstain votes are deemed to cast the same vote as the majority of the
voting shareholders in the Meeting).
- Therefore, the total affirmative votes are 625,037,100 (six hundred twenty-five million
thirty seven thousand and one hundred) votes or representing 100% (one hundred
percent) of the total valid votes in the Meeting.
SEVENTH MEETING AGENDA
- The meeting offered an opportunity for the attending Shareholders or Proxy of
Shareholders to ask questions regarding the Seventh Meeting Agenda.
- During the questions and answers session, none of the attending Shareholders or Proxy of
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Shareholders asked any questions.
- Meeting Decision-Making:
- The following number is obtained from the calculation results:
- The total valid votes are 625,037,100 (six hundred twenty-five million thirty seven
thousand and one hundred) votes
- 0 (zero) negative votes
- 0 (zero) abstain votes
(Based on the provisions of Article 23 Paragraph 11 of the Company’s Articles of
Association, the abstain votes are deemed to cast the same vote as the majority of the
voting shareholders in the Meeting).
- Therefore, the total affirmative votes are 625,037,100 (six hundred twenty-five million
thirty seven thousand and one hundred) votes or representing 100% (one hundred
percent) of the total valid votes in the Meeting.
EIGHTH MEETING AGENDA
- The meeting offered an opportunity for the attending Shareholders or Proxy of
Shareholders to ask questions regarding the Eighth Meeting Agenda.
- During the questions and answers session, none of the attending Shareholders or Proxy of
Shareholders asked any questions.
- Meeting Decision-Making:
- The following number is obtained from the calculation results:
- The total valid votes are 625,037,100 (six hundred twenty-five million thirty seven
thousand and one hundred) votes
- 0 (zero) negative votes
- 0 (zero) abstain votes
(Based on the provisions of Article 23 Paragraph 11 of the Company’s Articles of
Association, the abstain votes are deemed to cast the same vote as the majority of the
voting shareholders in the Meeting).
- Therefore, the total affirmative votes are 625,037,100 (six hundred twenty-five million
thirty seven thousand and one hundred) votes or representing 100% (one hundred
percent) of the total valid votes in the Meeting.
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g. MEETING AGENDA DECISION
1. Received & approved the granting of dispensation for:
i. the delay in the organization of the Company Annual General Meeting of Shareholders
and for not organizing or not yet organizing the Company Annual General Meeting of
Shareholders for the accounting year 2022 within the deadline for the organization of
the Annual General Meeting of Shareholders as regulated in the applicable laws and
regulations (including Law Number 40 of 2007 regarding Limited Liability Company
as partially amended by Law Number 6 of 2023 regarding Stipulation of Government
Regulation in lieu of Law Number 2 of 2022 regarding Job Creation into Law) and the
Articles of Association.
ii. the delay in the making of the Annual Report (including the Company's Activity
Report and Company Financial Statement) for the accounting year 2022 within the
deadline for the making of the Annual Report as regulated in the applicable laws and
regulations (including Limited Liability Company) and the Articles of Association.
2. Approved, certified, and ratify the Annual Report for the accounting year 2022 including
among others the Company's Activity Report and Company Financial Statement for the
accounting year 2022, and therefore fully released and discharged (acquit et decharge) all
members of the Board of Commissioners and Board of Directors from all supervisory and
managerial actions that have been performed during the accounting year 2022, to the extent
that the actions did not constitute criminal acts.
3. Approved, certified, and ratified the Annual Report for the accounting year that ends on
December 31st, 2022, including among others the Company's Activity Report and the
Financial Statement for the Accounting Year 2022.
4. Received and approved the Annual Report including the Board of Commissioners’
supervisory duty report for the accounting year that ends on December 31st, 2022 and the
Board of Directors' accountability to the Shareholders consisting of the Company’s
Balance Sheet and Profit/Loss Statement for the accounting year that ends on December
31st, 2022, and fully released and discharged (acquit et decharge) all members of
the Board of Commissioners and Board of Directors from all supervisory and
managerial actions that have been performed during the accounting year that ends on
December 31st, 2022.
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5. Approved the use of the Company’s accumulated net profit for the accounting year that
ends on December 31st, 2022 signed by the Board of Directors consisting of the
Company’s Comprehensive Profit/Loss Statement which records a comprehensive profit of
- Rp-18.037.140.795,00 (minus eighteen billion thirty seven million one hundred and
fourty-seven thousand seven hundred and ninety-five Rupiah), with details as follows:
- The Company’s net loss of Rp-18.037.140.795,00 (minus eighteen billion thirty
seven million one hundred and fourty-seven thousand seven hundred and ninety-five
Rupiah) will be used as Reduce Retained Earnings for the following accounting year.
6. Approved the granting of authority to the Board of Commissioners to determine
the honorarium, benefits, salary, bonuses and/or other remuneration of the Board of
Directors.
7. Approved the delegation of authority to the Board of Commissioners to designate another
public accounting firm that will audit the Financial Statement for the accounting year that
ends on December 31st, 2023.
8. Approve the Report on the Realization of the Use of Proceeds from the Initial Public
Offering Company until the date for organization of the Annual General Meeting of
Shareholders for the accounting year 2022.
The Meeting Minutes hereinabove are set forth in a deed dated December 22nd 2023, Number
16, made by me, Notary.
Copy of the deed is currently under the completion process at our office.
This resume is hereby submitted prior to the copy of the deed as referred to hereinabove that will
be sent immediately by me, Notary, to the Company after its completion.
Yours Sincerely,
Notary in Bandung Regency
MAYASARI SOEGIHARTO, S.H.
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