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20231220_UNVR_Ringkasan Risalah//Risalah RUPS_31561397_lamp2.pdf
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THE SUMMARY OF MINUTES OF
THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT UNILEVER INDONESIA Tbk
To comply with the provisions of Article 49 paragraph (1) jo Article 51 paragraph (2) of
regulation of the Financial Services Authority number 15/POJK.04/2020 regarding The Plan
and the Implementation of the General Meeting of Shareholders of Public Company ("POJK
15/2020"), PT Unilever Indonesia Tbk, public limited liability company that is established
under the legislation of the Republic of Indonesia, domiciled in Tangerang District and its
headquarter at Grha Unilever, Green Office Park Kav 3, Jalan BSD Boulevard Barat, BSD City,
Tangerang, Banten, 15345 ("the Company") hereby announce The Summary of Minutes of
The Extraordinary General Meeting of Shareholders ("Meeting").
Summary of minutes of this Meeting contains information in accordance with the provisions
of Article 51 of POJK 15/2020 as follows:
A. Meeting date, venue of Meeting, time of Meeting and agenda item of the Meeting
The date of the Meeting: Tuesday 19th December 2023 and the venue was at Grha
Unilever, Green Office Park Kav. 3, Jalan BSD Boulevard West, BSD City, Tangerang,
Banten 15345.
Meeting time: 10.37 WIB until 11.20 WIB
Meeting Agenda:
Approval on the proposed change in the composition of the Board of Directors of the
Company.
B. Attendance of the Members of the Board of Directors and Members of the Board of
Commissioners of the Company
Physical attendance:
The Board of Commissioners:
President Commissioner : Mr. Sanjiv Mehta;
Independent Commissioner : Mrs. Alissa Wahid;
Independent Commissioner : Mrs. Debora Herawati Sadrach;and
Independent Commissioner : Mr. Fauzi Ichsan;
The Board of Directors:
President Director : Mrs. Ira Noviarti;
Director : Mrs. Enny Hartati;
Director : Mrs. Hernie Raharja;
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Director : Mr. Shiv Sahgal;
Director : Mr. Vivek Agarwal;
Director : Ibu Amaryllis Esti Wijono;
Director : Mr. Willy Saelan; and
Director : Mrs. Nurdiana Darus.
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The Board of Commissioners:
Independent Commissioner : Mr. Alexander Rusli
Independent Commissioner : Mr. Ignasius Jonan
C. The amount of share with a valid voting right which present or represented during
the Meeting and the percentage from the entire share issued by the Company which
is in the amount of 38,150,000,000 shares are as follows:
Number of Shares Percentage
35,206,057,084 92.283%
D. The opportunity to raise question and/or opinion on the agenda of the Meeting and
the number of shareholders raised questions and/or gave opinions regarding the
entire agenda of the Meeting
At the end of the discussion of the Meeting, the Chairman of the Meeting has provided
the opportunity for shareholders or their proxies who are present in the Meeting both
physically and electronically to raise questions and/or provide opinions. During the
Meeting there were 4 (four) shareholders or their proxy who raised any question and/or
opinion.
E. Voting mechanism
In accordance with the provisions of Article 15 paragraph 8 of the Articles of Association
of the Company, the decision submitted for all agenda of the Meeting must be taken
based on deliberation for consensus. If no consensus can be reached, then the decision
of the Meeting must be taken ½ (one-half) part of the number of validly issued votes in
the Meeting. Decisions for all agenda items of the Meeting are taken based on closed
voting and unbundling.
The proposed resolutions for all of Agenda of the Meeting had been validly approved
through a voting mechanism, with the result as set out in part F below.
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F. Voting Result of the Meeting.
The votes cast in the voting for decision of all Agenda of the Meeting have been
calculated and validated by an independent party, namely Mr. Syarifudin, S.H., a Notary,
with a percentage of the number of shares whose holders are present or represented at
the Meeting shown in the table as follows:
Agenda Consenting Dissenting Abstain
Approval on the 35,147,289,918 20,916,880 shares 37,850,286
proposed change in the shares representing shares
composition of the representing 0.05% representing
Board of Directors of 99.83% 0.10%
the Company
G. Resolutions of the Meeting
The resolutions of the Meeting are as follows:
1. To approve the resignation of Mrs. Ira Noviarti from her position as the President
Director of the Company, effective since 1 January 2024, and to fully release and
discharge (acquit et de charge) her for all management actions and
implementations of authority during her terms of office as President Director of the
Company, provided that her activities are stated in the Company's records and
books as well as reflected in the Company’s Annual Report and Financial Report
and do not constitute criminal act or violation of applicable laws and regulations.
2. To approve the resignation of Mr. Shiv Sahgal and Mr. Sandeep Kohli from each of
their position as the Director of the Company, effective since 1 January 2024 and 1
February 2024, and to fully release and discharge (acquit et de charge) them, for
all management actions and implementations of authority during their terms of
office as Directors of the Company, provided that their activities are stated in the
Company's records and books as well as reflected in the Company’s Annual Report
and Financial Report and do not constitute criminal act or violation of applicable
laws and regulations.
3. To approve the appointment of Mr. Benjie Yap as the President Director of the
Company effective since 1 January 2024 until the closing of the Annual General
Meeting of Shareholders which will be held in 2026, which this proposal is
implemented following the recommendation of the Company’s Board of
Commissioners that is made based on the Recommendation of the Company's
Nomination and Remuneration Committee.
4. Confirming that the Board of Directors composition:
- effective since 1 January 2024 until the closing of the Annual General Meeting of
Shareholders that will be held in 2026, without limiting the rights of the General
Shareholders Meeting to terminate at any time, is as follows:
• President Director: Mr. Benjie Yap;
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• Director: Mr. Ainul Yaqin;
• Director: Mrs. Amaryllis Esti Wijono;
• Director: Mrs. Anindya Garini Hira Murti Triadi;
• Director: Mrs. Enny Hartati;
• Director: Mrs. Hernie Raharja;
• Director: Mrs. Nurdiana Darus;
• Director: Mr. Sandeep Kohli;
• Director: Mr. Vivek Agarwal; dan
• Director: Mr. Willy Saelan;
- effective since 1 February 2024 until the closing of the Annual General Meeting
of Shareholders that will be held in 2026, without limiting the Rights of the
General Shareholders Meeting to terminate at any point in time, is as follows:
• President Director: Mr. Benjie Yap;
• Director: Mr. Ainul Yaqin;
• Director: Mrs. Amaryllis Esti Wijono;
• Director: Mrs. Anindya Garini Hira Murti Triadi;
• Director: Mrs. Enny Hartati;
• Director: Mrs. Hernie Raharja;
• Director: Mrs. Nurdiana Darus;
• Director: Mr. Vivek Agarwal; dan
• Director: Mr. Willy Saelan;
5. Granting the power of attorney to the Company’s Board of Directors and/or to Mr.
Enrico Sihotang, private, both together or individually to:
a. Declare part or all of the decisions taken for the agenda of the Meeting before the
Notary in Bahasa Indonesia and/or in English;
b. Notify the composition of the Company Directors as decided in the Agenda of the
Meeting to the Ministry of Law and Human Rights of the Republic of Indonesia and
to register in accordance with applicable laws and regulations enforced, as well
as making changes and/or additions if required by other authorized parties; and
c. Conducting any necessary matters for the above purposes, without any
exceptions.
This power of attorney is granted with the following questions:
a. This power is granted with substitute right to delegate power to other parties;
b. This power is valid from the closing of the Meeting until the purpose of the
granting of power is achieved; and
c. The Meeting agrees to authorize all actions taken by the "authorized party",
based on this power of attorney
Hereby the Summary of Minutes has been prepared in pursuant to the provision of Article
49 paragraph (1) jo Article 51 paragraph (2) of POJK No. 15/2020.
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Tangerang, 20 December 2023
The Board of Directors of the Company
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