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20231017_PRTL_Perubahan Profesi Penunjang_31459370_lamp2.pdf
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Page 1 OCR 0.936
SHAREHOLDERS' RESOLUTIONS OF PT PROFESIONAL TELEKOMUNIKASI INDONESIA IN LIEU OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS This Shareholders' Resolutions in lieu of the Annual General Meeting of Shareholders of PT Profesional Telekomunikasi Indonesia (hereinafter referred to as the “Resolutions”) is made and executed in accordance with the provisions of the Articles of Associations of PT Profesional Telekomunikasi Indonesia, a limited liability company duly established pursuant to the laws of the Republic of Indonesia, domiciled in Kudus (the “Company'), by all shareholders of the Company, comprising of. 1. PT Sarana Menara Nusantara, Tbk, a publicly listed limited liability company established under the laws of the Republic of Indonesia, domiciled at Jl. Jend. A.Yani No.19 A, Kudus, as the holder of 3,322,620,186 shares which represents 99.9997Y4 of the total issued and paid up capital of the Company and in this matter is represented by Adam Gifari and Eko Santoso Hadiprodjo respectively in their capacities as Vice President Director and Director, and as such authorized to represent and acting for and on behalf of PT Sarana Menara Nusantara, Tbk (“SMN”), and 2. Ferdinandus Aming Santoso, private person, domiciled at Karet Belakang No. 55, RT/RW 002/007, Kelurahan Karet Kuningan, Kecamatan Setiabudi, Jakarta Selatan, as the holder of 1 share which represents 0.0003”4 of the total issued and paid up capital of the Company (“FAS”), (SMN and FAS hereinafter shall collectively be referred to as the “Shareholders”). The Shareholders hereby acknowledge that each of them has been duly informed of the matters to be resolved in this Resolutions within the meaning of Article 10 paragraph (11) of the Company's Articles of Association: The Shareholders hereby previously state as follows: A. WHEREAS, the Company intends to: i. seek and obtain an approval from the Shareholders of the Annual Report of the Company for the year 2022, which among others, contains: (1) the Company's Consolidated Financial Statements for the financial year ended December 31, 2022, details of which are set out in item (ii) below, (2) a report on the affairs and management of the Company for the financial year ended December 31, 2022: (3) the supervisory duty report of the Board of Commissioners for the financial year ended on December 31, 2022, and (4) the results that have been achieved during the financial year ended December 31, 2022, ii. seek and obtain ratification for the Consolidated Statements of Financial Position as of December 31, 2022 and Consolidated Statement of Profit or Loss and Other Comprehensive Income as of December 31, 2022, as contained in the Consolidated Financial Statements for the financial year of December 31, 2022, as audited by the public accounting firm Purwantono, Sungkoro & Surja, iii. seek and obtain a full release and discharge (acguit et de charge) of members of the Board of Directors and Board of Commissioners of the Company from all liabilities arising from the matters that were reported in the 2022 Annual Report Tni
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and were contained in the Financial Statements referring to the year ended December 31, 2022: B. The Company intends to seek and obtain an approval of the plan to use the net income of the Company for the financial year ended on December 31, 2022: 3 The Company intends to seek and obtain an approval for the granting of power and authority to the Board of Commissioners to appoint an Independent Public Accounting Firm that will audit the books of the Company for the financial year ended on December 31, 2023 as well as to perform other limited assurance, agreed upon procedures and/or other financial documents reguired to be reviewed or signed off by the appointed accountants and granting of authority to the Board of Directors of the Company to determine the honorarium of the Independent Public Accountant as well as other reguirements of its appointment, D. The Company intends to seek and obtain an approval and ratification on the amount of remuneration and honorarium that has been given to each member of the Board of Directors and Board of Commissioners for year 2022 until the date of these Resolutions, E The Company intends to seek and obtain an approval on the remuneration and allowance for members of the Board of Directors and remuneration or honorarium and allowance for members of the Board of Commissioners of the Company for the financial year of 2023 and tantieme for members of the Board of Directors and Board of Commissioner for the financial year of 2022, and F. The Company intends to seek and obtain an approval for the granting of power and authority to the Board of Directors to pay interim dividends for the financial year ended December 31, 2023. Thus hereinafter, the Shareholders hereby unanimously APPROVE and RESOLVE to adopt the following Resolutions in lieu of a meeting pursuant to Article 10 paragraph (11) of the Company's prevailing articles of association: | RESOLVED, (i) To approve the Company's Annual Report for the year 2022 which among others, contains: (1) the Company's Consolidated Financial Statements for the financial year ended December 31, 2022, as audited by the public accounting firm Purwantono, Sungkoro & Surja, (2) a report on the affairs and management of the Company for the financial year ended December 31, 2022: (3) the supervisory duty report of the Board of Commissioners for the financial year ended on December 31, 2022, and (4) the results that have been achieved during the financial year ended December 31, 2022, and in connection therewith, to ratify all matters contained in the Company's Annual Report for the year 2022, including the report on the supervisory function of the Board of Commissioners for the financial year ended December 31, 2022: (ii) To ratify the Consolidated Statements of Financial Position as of December 31, 2022 and Consolidated Statement of Profit or Loss and Other Comprehensive Income as of December 31, 2022, as contained in the Consolidated Financial Statements for the financial year of December 31, 2022, as audited by the public accounting firm Purwantono, Sungkoro & Surja: and 4
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(iii) To grant full release and discharge of responsibilities (acguit et de charge) to the Board of Commissioners and the Board of Directors of the Company for their supervision and actions during the financial year ended December 31, 2022. RESOLVED, that the Company's net profits for 2022, which amounted to around IDR3,529,958,000,000, will be appropriated as follows: a. An amount of IDR1,234,185,142,247.20 will be distributed as cash dividends for the financial year ended December 31, 2022 to the Shareholders, b. Whereas, in accordance with the Resolutions in Lieu of a General Meeting of Shareholders of the Company dated 6 December 2022, the Company has distributed interim cash dividends to the Shareholders for the financial year 2022 in the amount of IDR321,793,638,897. €: Whereas, as such, the remaining amount of the cash dividends IDR912,391,503,350.20 for the financial year ended December 31, 2022 will be appropriated to the Shareholders, with the following details: (i) SMN will receive cash dividends in the amount of IDR912,391,503,075.60, and (ii) FAS will receive cash dividends in the amount of IDR274.60, d. An amount of IDR100,000,000 (one hundred million Rupiah) will be appropriated as reserve funds, with the remaining Company profits being allocated as retained earnings, RESOLVED, to grant power and authority to the Board of Commissioners to appoint an Independent Public Accounting Firm and Public accountant that will audit the books of the Company for the financial year ended on December 31, 2022 as well as to perform other limited assurance, agreed upon procedures and/or other financial documents reguired to be reviewed or signed off by the appointed accountants, and granting of authority to the Board of Directors of the Company to determine the honorarium of the Independent Public Accountant as well as other reguirements of its appointment, RESOLVED, to approve and ratify the amount of the remuneration and allowance for members of the Board of Directors and remuneration or honorarium and allowance for members of the Board of Commissioners of the Company for year 2022 until the date of these Resolutions. RESOLVED, to delegate the authority to determine the remuneration and allowance for members of the Board of Directors and remuneration or honorarium and allowance for members of the Board of Commissioners of the Company for the financial year of 2023 and tantieme for members of the Board of Directors and Board of Commissioner for the financial year of 2022, to PT Sapta Adhikari Investama, being the controlling shareholders of PT Sarana Menara Nusantara Tbk. (“SMN”), which SMN is the majority and the controlling shareholder of the Company. In connection with the Resolution as resolved herein, to authorize the Board of Commissioners and Company's Remuneration and Nomination Committee to provide proposal and/or inputs to SAI, directly.
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VI. RESOLVED, to grant power and authority to the Company's Board of Directors (subject to the approval of the Board of Commissioners), to the extent the financial condition of the Company allows and subject to the prevailing laws and regulations, to determine and pay the interim dividends for the financial year ended 31 December 2023, provided that, to ensure compliance with Article 72 of Law No. 40 of 2007 on Limited Liability Companies, if the interim dividends are to be distributed, then the distribution must be made to the shareholders before the conduct of the 2024 Annual GMS, including to determine the form, amount and method of payment of such interim dividends. VII. FURTHER RESOLVED, to appoint and authorize the Board of Directors of the Company or Mrs. Monalisa Irawan and/or Mrs. Maya Marcella, jointly or severally, with right of substitution, to represent the Company and the Shareholders to appear before a Notary and other relevant authorities (if and as necessary) to restate all or part of these Resolutions in a form of a Notarial Deed in Bahasa Indonesia and to handle and submit all documents and related application to any government agencies or authorities, including but not limited to the Ministry of Law and Human Rights for approval, report and/or notification and to the Department of Trade for Registration purposes, the Indonesian Stock Exchange and/or the Financial Services Authority as deemed necessary or as the case may be reguired, being Company is an issuer under the applicable capital market law, and to do any and all act necessary or reguired with due and observance of the applicable laws and regulations in order to carry out and/or give effect to the above Resolutions, without any exceptions. The validity, legality and enforceability of each of the above Resolutions are severable. If any resolutions as set out in this Resolution shall be deemed invalid, unlawful or unenforceable in any respect under any applicable Iaw, the remaining resolutions in this Resolution shall not be affected or impaired in any way. This Resolution may be executed in counterparts each of which shall be treated as an original document and the signed Resolution which is being signed separately by each of the Shareholders of the Company shall be constituted as forming part of the same and one inseparable instrument. This Resolution is effective on the date which the last counterpart is executed by the Shareholders of the Company. IN WITNESS WHEREOF, these Resolutions have been made and signed by the Shareholders of the Company. (Signature Page Follows)
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Para Pemegang Saham / The Shareholders of PT Profesional Telekomunikasi Indonesia Untuk dan atas nama/For and on behalf PT Sarana Menara Nusantara, Tbk CAKX 3046 Oleh/By : Nama/Name: Adam Gifari Jabatan/Title: Wakil Direktur Utama / Vice President Director Tanggal/Date:Moy $"", 2025 Ferdinandus Aming Santoso Ae Oleh/By : Tanggal/Date: May CK 2023 PA Oleh/By: Nama/Name: Eko Sahtoso Hadiprodjo Jabatan/Title/ Direktur / Director Tanggal/Date: May Ss 2023
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