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20231130_CYBR_Ringkasan Risalah//Risalah RUPS_31543944_lamp3.pdf
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ANNOUNCEMENT OF THE SUMMARY OF MINUTES
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT ITSEC ASIA TBK
PT ITSEC ASIA, Tbk, a limited liability company that has listed all its shares on the Indonesia Stock Exchange, domiciled in the City of South Jakarta
(hereinafter referred to as the "Company") hereby announces to all Shareholders of the Company, that on Wednesday, November 29, 2023, the
Company has held an Extraordinary General Meeting of Shareholders (hereinafter referred to as the "Meeting").
As stipulated in Article 49 of the Financial Services Authority (OJK) Regulation No. 15/POJK.04/2020 regarding the Plan and Implementation of the
General Meeting of Shareholders of Public Companies dated April 20, 2020 ("OJK Regulation No. 15"), the Company is required to make a summary of
the minutes of the Meeting, in accordance with the minutes of the Meeting as set forth in the Deed of Minutes of the Extraordinary General Meeting of
Shareholders of PT ITSEC Asia, Tbk No. 95 dated November 29, 2023, made by Dr. Sugih Haryati, SH, M.Kn Notary in South Jakarta, as follows:
1. Date, Location, and Time:
- Date of the Meeting : 29 November 2023
- Location of the Meeting : Djakarta Room, Hotel Raffles Jakarta, Ciputra World, Jl. Prof DR Satrio, Kav 3-5, Setiabudi, Jakarta
Selatan 12940
- Time of the Meeting : 10 am Western Indonesian Time (“WIB”) – 10.49 WIB
2. Meeting Agenda:
1. The appointment of a Public Accountant for the audit of the Company's Financial Statements for the fiscal year ending December 31, 2023;
2. Amendment to Article 3 of the Company’s Articles of Association regarding the purposes and objectives and business activities of the Company;
3. Amendment to Article 17 of the Company’s Articles of Association regarding the work plan, financial year, and annual report to be adjusted to
Financial Services Authority (“OJK”) Regulation Number 14/POJK.04/2022;
4. The changes in the composition of the Company’s Board.
3. - Members of the Board of Directors present at the Meeting:
President Director Andri Hutama Putra
Director Eko Prasudi Widianto
Director Bima Kurniawan
Director Bambang Susilo
Director Doni Mora
- Members of the Board of Commissioners present at the Meeting:
President Commissioner Patrick Rudolf Dannacher
Independent Commissioner Richardus Eko Indrajit
Independent Commissioner Agustinus Nicholas L Tobing
Commissioner Rico Rizal Budidarmo
Commissioner Yulius C Rusli
Commissioner Joseph Edi Hut Lumbang Gaol
4. The number of shares with valid voting rights present at the Meeting was 5,338,348,151 (five billion three hundred thirty-eight million three
hundred forty-eight thousand one hundred fifty-one) shares or equivalent to 82.77% (eighty-two point seven seven percent) of the total shares
with valid voting rights issued by the Company.
5. The Shareholders were given the opportunity to ask questions and/or give opinions related to each agenda item of the Meeting. On the first
Meeting agenda up to the fourth Meeting agenda, there were no questions from shareholders.
6. The decision-making mechanism in the Meeting is as follows:
The Shareholders were given the opportunity to ask questions and/or give opinions related to the Agenda of the Meeting. In this agenda item,
there were no questions from the Shareholders.
7. The results of the decisions made by voting and the Meeting Resolutions are as follows:
i. First Agenda
Disagree Abstain Total Agree
(Majority Vote + Abstain)
0 vote/0% 0 vote/0% 5.338.348.151 vote/ 100%
Meeting Resolution:
1. To appoint a Public Accountant Firm Morhan & Partner to audit the Company's books for the Financial Year ending 31 December 2023
and to grant power and authority to the Board of Directors of the Company to determine the honorarium and other requirements for the
appointment of the Public Accountant Firm; and
2. Grant power and authority to the Board of Commissioners to appoint a replacement Public Accounting Firm if the Public Accounting Firm
is unable to carry out its audit duties in accordance with accounting standards and the provisions of the prevailing laws and regulations,
including regulations in the field of capital markets and Bapepam and LK regulations and/or OJK Regulations.
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ii. Second Agenda
Disagree Abstain Total Agree
(Majority Vote + Abstain)
0 vote/0% 0 vote/0% 5.338.348.151 vote/ 100%
Meeting Resolution:
Approved the addition of the purposes and objectives and business activities of the Company which include supporting business activities, so
that Article 3 of the Company's Articles of Association is now as follows:
PURPOSES AND OBJECTIVES AND BUSINESS ACTIVITIES
ARTICLE 3
1. The purpose and objective of this company is to carry out business in the field of services and trade;
2. To achieve the aforementioned purposes and objectives, the Company conducts the following business activities:
Main Business Activities
INFORMATION SECURITY CONSULTING ACTIVITIES (62021)
This group includes consulting services for information security planning and supervision, information security examination or assurance,
and information security development and implementation.
Supporting Business Activities
OTHER COMPUTER CONSULTING AND COMPUTER FACILITY MANAGEMENT ACTIVITIES (62029)
This group includes consulting businesses on the type and configuration of computer hardware with or without associated software
applications. Planning and designing computer systems that integrate hardware, software, and computer communication technology.
Consultation usually involves analyzing the needs of computer users and their problems and providing the best solution. Units classified
under this sub-group may provide hardware and software system components as part of an integrated service or these components may
be provided by third parties or vendors. Units classified under this sub-group generally install systems and train and support system
users. This includes the provision of management and operation of client computer systems and/or data processing facilities at client
premises, as well as related support services.
OTHER INFORMATION TECHNOLOGY AND COMPUTER SERVICES ACTIVITIES (62090)
This group includes information technology and other computer services related activities not elsewhere classified, such as computer
crash recovery, personal computer set-up and software installation. It also includes incident management and digital forensics activities.
This group includes a wide range of computer-related businesses not already covered in groups 6201-6202.
OTHER COMPUTER PROGRAMMING ACTIVITIES (62019)
This group includes consulting related to the analysis, design, and programming of other ready-to-use systems (other than those already
covered in groups 62011 and 62015). This activity usually involves analyzing the needs of computer users and their problems, solving
problems, and creating software related to solving these problems. It also includes writing simple programs according to the needs of
computer users. Designing the structure and content of, and/or writing the computer code required to create and implement, such as
system software (updates and improvements), application software (updates and improvements), databases and web pages. Includes
software customization, such as modifying and adjusting the configuration of existing applications so that they function within the client's
information system environment. Similar software customization activities carried out as an integral part of software sales are included in
subheading 47413.
WHOLESALE TRADE ACTIVITIES IN COMPUTERS AND COMPUTER EQUIPMENT (46511)
This group includes a large trading business of computers and computer equipment.
SOFTWARE WHOLESALING ACTIVITIES (46512)
This group includes a large software trading business.
iii. Third Agenda
Disagree Abstain Total Agree
(Majority Vote + Abstain)
0 vote/0% 0 vote/0% 5.338.348.151 vote/ 100%
Meeting Resolution:
Approved the amendment to Article 17 paragraph 5 of the Company's Articles of Association, to read as follows:
WORK PLAN, FINANCIAL YEAR AND ANNUAL REPORT
ARTICLE 17
5. The Company shall publish the Financial Statements, including the Balance Sheet and Profit/Loss Statement in accordance with the
applicable procedures in the statutory provisions, the Financial Services Authority Regulations and the applicable Capital Market
Regulations.
iv. Fourth Agenda
Disagree Abstain Total Agree
(Majority Vote + Abstain)
0 vote/0% 0 vote/0% 5.338.348.151 vote/ 100%
Meeting Resolution:
1. Honorable dismissal of Mr. ANDRI HUTAMA PUTRA, as President Director of the Company, and the person concerned has accepted the
dismissal, as well as providing a release of responsibility, Acuit et de charge during his duties as President Director of the Company;
2. Honorable dismissal of Mr. JOSEPH EDI HUT LUMBAN GAOL, as Commissioner of the Company, and the person concerned has accepted
the dismissal, as well as providing a release of responsibility, Acuit et de charge during his duties as Commissioner of the Company;
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3. The appointment of Mr. ANDRI HUTAMA PUTRA as Commissioner of the Company is effective as of the closing of this meeting;
4. The appointment of Mr. JOSEPH EDI HUT LUMBAN GAOL as President Director of the Company is effective as of the closing of this
meeting;
5. Reappointment of all members of the Board of Directors & members of the Board of Commissioners of the Company for the term of
office effective as of the closing of this meeting, so that the composition of the Company's Management becomes as follows:
Board of Commissioners
President Commissioner : Patrick Rudolf Dannacher
Independent Commissioner : Richardus Eko Indrajit
Independent Commissioner : Agustinus Nicholas L Tobing
Commissioner : Rico Rizal Budidarmo
Commissioner : Yulius C Rusli
Commissioner : Andri Hutama Putra
Board of Directors
President Director : Joseph Edi Hut Lumban Gaol
Vice President Director : Marek Bialoglowy
Director : Eko Prasudi Widianto
Director : Bima Kurniawan
Director : Bambang Susilo
Director : Doni Mora
6. To authorize the Board of Directors of the Company to state this resolution in a Notarial Deed, and to be authorized to appear before a
Notary, sign deeds, documents or letters, and do everything necessary to achieve the above objectives without being excluded as well as
notify these changes to the competent authorities.
Jakarta, 29 November 2023
PT ITSEC Asia Tbk
Board of Directors
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