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20231217_DOID_Ringkasan Risalah//Risalah RUPS_31560204_lamp2.pdf
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SUMMARY OF MINUTES
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT DELTA DUNIA MAKMUR TBK
In compliance with the Financial Services Authority Regulation No. 15/POJK.04/2020 concerning the Plan and Implementation of
General Meeting of Shareholders of Public Limited Company (POJK 15), the Board of Directors of PT DELTA DUNIA MAKMUR
TBK (the Company), domiciled in South Jakarta, hereby announces that the Company has convened the Extraordinary General
Meeting of Shareholders (the Meeting) on Wednesday, December 13, 2023 at the Financial Hall, Graha CIMB Niaga 2nd Floor,
Jl. Jend. Sudirman Kav 58, Jakarta 12190, which were carried out physically and electronically through eASY.KSEI facility
provided by PT Kustodian Sentral Efek Indonesia (KSEI).
A. The Meeting was convened from 2.30 pm to 3.06 pm.
I. Member of the Company’s Board of Commissioners and Board of Directors who were physically present at the
Meeting:
Board of Commissioners:
- President Commissioner and
Independent Commissioners : Hamid Awaludin
- Independent Commissioners : Nurdin Zainal
- Independent Commissioners : Peter John Chambers
Board of Directors:
- President Director : Ronald Sutardja
- Director : Dian Sofia Andyasuri
Member of the Company’s Board of Commissioners who attended the Meeting through video conference:
- Commissioner : Ashish Gupta
II. Attendance Quorum at the Meeting
- Pursuant to article 24 paragraph (1) letter a of the Company’s Articles of Association, the Meeting is valid and can be
held if attended by shareholders/their proxies representing more than ½ (one-half) of the total number of shares issued
by the Company with valid voting rights for the First and Second Meeting Agenda.
- Further pursuant to article 27 paragraph (1) letter a of the Company’s Articles of Association, the Meeting is valid and
can be held if attended by shareholders/their proxies representing more than 2/3 (two-third) of the total number of shares
issued by the Company with valid voting rights for the Third Agenda.
- That the Meeting was attended by shareholders/their proxies representing 5,578,951,045 shares which constituting
76.042% of 7,336,671,132 shares representing all shares with valid voting rights issued by the Company until the
recording date after deducting the number of shares from the share buyback.
- That the attendance quorum for holding the Meeting has been complied with, and therefore the Meeting can be carried
on and is entitled to adopt a legal and binding resolutions.
III. The Opportunity to Raise Question or to Give Opinion
- That, every shareholder/proxy who was physically or virtually present was given an opportunity to ask question and/or
provide opinion related to each Meeting Agenda.
- That, there was 1 (one) shareholder/proxy who asked a question related to the Second Meeting Agenda. Meanwhile,
none of the shareholder/proxy who asked question and/or provided opinion for the First and Third Meeting Agenda.
IV. The Resolution’s Mechanism Adopted in the Meeting
- The resolutions are adopted based on deliberative consensus. In the event the deliberation for consensus fails to be
achieved, then voting will be conducted.
- Voting was conducted manually by submitting a voting card for those physically present and electronically (e-Voting)
through eASY.KSEI for those virtually present.
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- If there is no dissenting vote and no abstention vote, then the resolutions is considered agreed upon by deliberative
consensus. If anyone disagrees or votes abstain, the resolution will be conducted through a voting.
- Pursuant to article 47 of POJK 15 and article 24 paragraph (6) of the Company's Articles of Association, abstention vote
is considered casting the same vote as voting by the majority shareholders.
V. The Meeting Agenda
1. Changes in the composition of the Company’s Board of Directors.
2. Approval to implement the Management and Stock Ownership Program (MESOP Program) that derived from the
transfer of Treasury Shares.
3. Approval for the capital reduction by cancelling the Treasury Shares.
VI. The Meeting Resolutions
First Agenda
Number of question/opinion None
Voting Result Affirmative Abstain Non-Affirmative Total Affirmative
Vote
(Affirmative
+Abstain)
The Meeting is approved by 5,503,717,475 1,800 shares or 75,231,770 shares 5,503,719,275
majority votes shares or 98.651% 0.001% of the or 1.348% of the shares or 98.652%
of the total valid total valid vote total valid vote of the total valid
vote and counted and counted in the and counted in the vote and counted in
in the Meeting Meeting Meeting the Meeting
The resolutions: 1. Approved and accepted the resignation of Mr. Sorimuda Pulungan from his
position as the Director of the Company effectively as of the closing of the
Meeting, and granted him full release and discharge of responsibilities
(acquit et de charge) for all management actions he has carried out, to the
extent that such actions are reflected in the Company's Annual Report and
Consolidated Financial Statements for the financial year ending December
31, 2023 that have been approved by the Annual General Meeting of
Shareholders. Furthermore, the composition of the Company's Board of
Directors since the closing of the Meeting is as follows:
Ronald Sutardja as President Director
Dian Sofia Andyasuri as Director
2. Granted authority and power with the substitution rights to the Company's
Board of Directors to execute any actions in connection with the changes
to the composition of the Board of Directors referred above, including but
not limited to state in a separate Notarial deed and notify the changes to
the Ministry of Law and Human Rights of the Republic of Indonesia, and to
execute any and all necessary actions in accordance with the applicable
laws and regulations.
Second Agenda
Number of question/opinion 1 (one) question
Voting Result Affirmative Abstain Non-AffirmativeTotal Affirmative
Vote
(Affirmative
+Abstain)
The Meeting is approved by 5,202,345,249 15,200 shares or 375,590,596 5,202,360,449
majority votes shares or 93.249% 0.001% of the shares or 6.750% shares or 93.250%
of the total valid total valid vote of the total valid of the total valid
vote and counted and counted in the vote and counted vote and counted in
in the Meeting Meeting in the Meeting the Meeting
The resolutions: 1. Approved the Company's plan to transfer a portion of its Treasury Shares
obtained from the Share Buyback to be allocated to the Management and
Employee Share Ownership Program (MESOP Program) with a maximum
amount of 862,117,323 shares (or 10% of the issued and fully paid capital
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by the Company), however the amount of Treasury Shares that will be both
transferred for the MESOP Program and cancelled for the Capital
Reduction will not exceed 1,284,502,100 shares which is the total number
of Treasury Shares currently owned by the Company.
2. Granted authority and power with substitution rights to the Company's
Directors, with the approval of the Company's Board of Commissioners, to
execute all and every necessary actions in connection with the
implementation of the Company's MESOP Program, including but not
limited:
To determine the criteria and requirements for the Management and
Employees who are entitled to get the Company shares originating
from the Treasury Share as a result of Share Buyback implementation;
To determine the number of shares that will be distributed to the
participants of MESOP Program for each phase by referring to the
Company's provisions and procedures as well as the applicable capital
market regulations;
To announce the implementation of MESOP Program and the transfer
of remaining Treasury Shares obtained from the Share Buyback
implementation.
Third Agenda
Number of question/opinion None
Voting Result Affirmative Abstain Non-Affirmative Total Affirmative
Vote
(Affirmative
+Abstain)
The Meeting is approved by 5,202,345,249 15,200 shares or 376,590,596 5,202,360,449
majority votes shares or 93,249% 0.001% of the shares or 6.750% shares or 93.250%
of the total valid total valid vote of the total valid of the total valid
vote and counted and counted in the vote and counted vote and counted in
in the Meeting Meeting in the Meeting the Meeting
The resolutions: 1. Approved the Company's plan and/or action of capital reduction by
cancelling the Treasury Shares obtained from the Share Buyback with a
maximum amount of 862,117,323 shares (or 10% of the issued and fully
paid capital Company), however the amount of Treasury Shares that will be
both cancelled for Capital Reduction and transferred for the MESOP
Program will not exceed 1,284,502,100 shares which is the total number of
Treasury Shares currently owned by the Company.
2. Granted authority and power with substitution rights to the Company's
Directors, to execute any actions necessary and/or required in order to
implement, legalize and/or effectively change the Company's capital as
proposed and explained by the Company in the Meeting and other matters
that is resolved in the Third Meeting Agenda, including determining the
amount of Treasury Shares to be cancelled for the Company's Capital
Reduction but not limited to, presenting before the authorized institutions
including the Financial Services Authority and the Indonesian Stock
Exchange, determining a schedule for implementing the capital reduction
by cancelling the Treasury Shares, restating some or all of the decisions in
the Third Meeting Agenda in the form of a notarial deed, appearing before a
notary, submitting and signing all applications and other documents
required in accordance with the applicable law and regulations, including
to the Minister of Law and Human Rights in order to obtain approval for the
changes in the Company's Articles of Association, as well as to execute all
necessary actions without exception.
Jakarta, 13 Desember | December 13, 2023
The Board of Directors of the Company
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