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20231222_LPPF_Ringkasan Risalah//Risalah RUPS_31561897_lamp5.pdf
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SUMMARY OF THE MINUTES OF
THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT MATAHARI DEPARTMENT STORE Tbk
In connection with the Extraordinary General Meeting of Shareholders (“Meeting”) of PT Matahari
Department Store Tbk (the “Company”), the following is the summary of the minutes of the
Meeting:
A. The Meeting:
Day / Date : Friday, 22 December 2023
Time : 09.46 until 10.05 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 November 8, 2023;
2. Announcement to the Company’s shareholder regarding the plan to convene the
Meeting on November 15, 2023 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 November 30, 2023
through IDX website, KSEI website and the Company website;
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
November 30, 2023.
C. The Meeting Agenda:
Appointment and/or changes in the composition of members of the Board of Directors and
Board of Commissioners of the Company.
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D. The Presence of Shareholders, and/or Proxy of Shareholders, Board of Commissioners, and/or
Board of Directors
1. The Meeting has been attended by the shareholders of the Company and/or their
proxies representing 1.754.844.732 shares which was 77,64% of the total shares with the
valid voting that have been issued by the Company until the date of the Meeting,
amounting 2,259,292,880 shares, not included treasury shares;
2. The Meeting was led and physically attended by the Vice President Commissioner
Independent of the Company, namely Mr. Roy N. Mandey who acted as the Chairman
of the Meeting based on the Board of Commissioners’ Resolution dated on November
15, 2023;
3. The Meeting was virtually attended by Mr. Monish Manohar Mansukhani as the President
Commissioner, Ms. Bianca Cheo Hui Hsin as Independent Commissioner, and Mr. David
Fernando Audy as Independent Commissioner of the Company;
4. Mr. Andy Adhiwana as Commissioner and Mr. Adrian Suherman as Commissioner of the
Company were unable to attend the Meeting
5. The Meeting was attended in-person by Mr. Bunjamin Jonatan Mailool as the President
Director and Mr. Irwin Abuthan as Independent Director of the Company;
6. The Meeting was attended virtually by Mr. Terence Donald O’Connor as Independent
Vice President Director and Mr. Niraj Jain as the Independent Director of the Company;
7. The Meeting was attended in-person by Mr. Irwin Abuthan as the Independent Director
of the Company;
8. Ms. Herni Dian Anggreani as Independent Director and Ms. Rachel Stack as
Independent Director of the Company were unable to attend the Meeting;
9. The Meeting was also attended by the supporting professions, particularly the Notary
represented by Mrs. Ir. Nanette Cahyanie Handari Adi Warsito SH 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 Mrs.
Rosnie 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.
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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 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:
Present votes : 1.754.844.732 shares
Non-affirmative votes : 7.115.900 shares
Abstain votes : 5.490.500 shares
Affirmative votes : 1.742.238.332 saham
Therefore, The Meeting with the majority votes with the amount of 1.747.728.832 shares equal
to 99,594 % of the total shares present at the meeting, resolved as follows:
a. Approve the resignation of Mr. Terence Donald O'Connor as Independent Vice
President Director of the Company effective on January 1, 2024 and granting full release
and discharge of responsibility (acquit et de charge) for management actions while
serving as Independent Vice President Director of the Company, provided that these
actions are listed in the Company's records and bookkeeping as well as reflected in the
Company's Annual Report and Consolidated Financial Statements and do not
constitute criminal acts or violations of applicable laws and regulations.
b. Approve the honorable dismissal of Mr. Monish Manohar Mansukhani as President
Commissioner of the Company effective on January 1, 2024 and granting full release
and discharge of responsibility (acquit et de charge) for supervisory actions while
serving as the President Commissioner of the Company, provided that these actions are
listed in the Company's records and bookkeeping as well as reflected in the Company's
Annual Report and Consolidated Financial Report and do not constitute criminal acts
or violations of applicable laws and regulations.
c. Approve the appointment of a new member of the Company's Board of Directors,
namely Mr. Monish Manohar Mansukhani as Vice President Director of the Company
based on the recommendation of the Company's Nomination and Remuneration
Committee, with an effective term of office starting from January 1, 2024 and following
the remaining term of office of the current Board of Directors of Company, namely until
the Annual General Meeting of Shareholders for the 2023 financial year which will be
held in 2024.
d. Approve the appointment of a member of the Company's Board of Commissioners,
namely Mr. Andy Adhiwana, as President Commissioner of the Company based on the
recommendation of the Company's Nomination and Remuneration Committee, with a
term of office starting from January 1, 2024 and following the remaining term of office
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of the current Board of Commissioners of the Company, namely until the Annual
General Meeting of Shareholders for the 2023 financial year which will be held in 2024.
e. Approve the composition of the members of the Company's Board of Directors and
Board of Commissioners as of 1 January 2024 until the Annual General Meeting of
Shareholders for the 2023 financial year which will be held in 2024 as follows:
Board of Directors
President Director : Bunjamin Jonatan Mailool
Independent Vice President Director : Monish Manohar Masukhani
Independent Director : Niraj Jain
Independent Director : Irwin Abuthan
Independent Director : Herni Dian Anggreani
Independent Director : Rachel Fiona Stack
Board of Commissioners
President Commissioner : Andy Adhiwana
Independent Vice President Commissioner : Roy Nicholas Mandey
Commissioner : Adrian Suherman
Independent Commissioner : Bianca Cheo Hui Hsin
Independent Commissioner : David Fernando Audy
f. Grant power and authority to the Company's Directors, either individually or collectively
with the right of substitution, to carry out all necessary actions in connection with the
decision, including but not limited to stating/inscribing the decision in a deed made
before a Notary in relation with the changes to the composition of the Company's
management as required by the applicable laws and regulations, submit a request to
the authorized party/institution for changes to the Company's data in relation to the
changes in composition of the Company's management as approved in this Meeting,
and take all necessary actions according to the applicable laws and regulations
without any exceptions.
Jakarta, December 22, 2022
PT Matahari Department Store Tbk
Board of Directors
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12 Sep 2026 21:45
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