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20231010_SBAT_Ringkasan Risalah//Risalah RUPS_31447541_lamp2.pdf
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SUMMARY OF MINUTES
SECOND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT SEJAHTERA BINTANG ABADI TEXTILE Tbk (the “Company”)
A. TIME AND PLACE:
Day/ Date : Thursday, October 5, 2023
Time : 10.00 WIB
Place : AXA Tower, Lantai 42, Jl. Prof. Dr. Satrio, Kav.18, Karet Kuningan, Setiabudi, Jakarta Selatan-12940
B. CHAIRMAN OF THE MEETING:
The meeting was chaired by Mrs. MARTHA INTAN YAPUTRA, as the President Commissioner based on Article 22 paragraph 1 number (1) of the Articles of
Association and the Minutes of the Meeting of the Board of Commissioners of the Company, dated 26 September 2023
C. MEMBERS OF THE BOARD OF COMMISSIONERS AND THE BOARD OF DIRECTORS AT THE MEETING:
THE BOARD OF COMMISSIONERS
Commissioner : Mrs. MARTHA INTAN YAPUTRA
THE BOARD OF DIRECTOR
President Director : Mr. JAYA JAYANDI ARTANA
D. SHAREHOLDERS ATTENDANCE QUORUM:
For all Agendas, the provisions of Article 23 paragraph 2 number (1) letter (b) and letter (c) of the Company's Articles of Association in conjunction with Article
41 paragraph 1 letter (b) and letter (c) of OJK Regulation No.15/POJK apply. 04/2020 concerning the Plan and Implementation of the General Meeting of
Shareholders of a Public Company, that in the event that the quorum of the First Meeting is not reached, the second Meeting is valid and has the right to
make decisions if the Meeting is attended by more than 1/3 (one third) of the total shares. with valid voting rights present or represented. And the decision of
the Meeting is valid if it is approved by more than 1/2 (one half) of the total shares with voting rights present at the Meeting
Shareholders who attended the Second Extraordinary General Meeting of Shareholders totaled 1.638.911.899 (one billion six hundred thirtyeight million nine
hundred eleven thousand eight hundred ninetynine) shares or represented 34.481% (thirty-four point four hundred and eighty-one percent) shares which are
all of the Company's shares that have been issued by the Company. Therefore, this Meeting can be held so that this Meeting can make binding decisions.
E. NUMBER OF SHAREHOLDERS WHO ASKED QUESTIONS AND / OR GIVEN OPINION RELATED TO THE AGENDA OF THE MEETING:
At the end of the discussion of each Meeting Agenda, the Chairperson of the Meeting provides an opportunity for the Shareholders or their proxies who are
present at the Meeting to ask questions and/or provide opinions or suggestions related to the Meeting Agenda being discussed.
There are no questions on any agenda of the Meeting which took place
F. MEETING PROCEDURES:
1) Approval of changes to the composition of the Company's Board of Directors.
2) Approval of changes to the composition of the Company's Board of Commissioners
.
G. MECHANISM FOR MEETING DECISIONS:
In accordance with the Meeting Rules of Procedure, decisions are made based on deliberation to reach consensus. In the event that a decision based on
deliberation for consensus is not reached, the decision is taken by voting, where the decision of the Meeting is valid if it is approved with the quorum provisions
as stated above.
H. DECISIONS OF THE MEETING:
a. First Meeting Agenda
Approval of changes to the composition of the Company's Board of Directors.
Vote Calculation Results:
Do not Agree Abstain Totally Agree
Share % Share % Share %
0 0 0 0 1.638.911.899 100
Accordingly, the Meeting with a majority vote decided to approve:
1) Approved to accept the application for resignation of REZA MARZUKI from his position as Director of the Company Mr. JAYA JAYANDI ARTANA from
his position as President Director of the Company;
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2) Approved the release and discharge of full responsibility (acquit et de charge) to Mr. REZA MARZUKI and JAYA JAYANDI ARTANA, for the supervisory
actions he carried out during his tenure until the closing of this Meeting, as long as these actions are reflected in the books of the Company and keeping
in mind the approval of the General Meeting of Shareholders of the Company;
3) Approve Mr JEFRI ZAL's new Director for a term of office ending the same as the remaining term of office of the Company's current Board of
Commissioners, namely as of the date of this decision until the closing of the Annual General Meeting of Shareholders for the 2024 financial year (two
thousand twentyfour) held in 2025 (two thousand twentyfive)
4) Approve Mrs. MARTHA INTAN YAPUTRA's new President Director for a term of office ending the same as the remaining term of office of the Company's
current Board of Commissioners, namely as of the date of this decision until the closing of the Annual General Meeting of Shareholders for the 2024
financial year (two thousand twentyfour) held in 2025 (two thousand twentyfive)
So that the new composition of the Company's Board of Directors is as follows:
Directors:
President Director : Mrs. MARTHA INTAN YAPUTRA
Director : Mr. JEFRI ZAL
And furthermore to give power and authority with substitution rights to the Board of Directors of the Company, to take all necessary actions in connection
with the above-mentioned decisions, to include and reaffirm the decision to change the Company's data in a deed made before a Notary (Deed of
Meeting Resolutions), which then request approval of the changes to the Company's data at the authorized agency, and take all and every necessary
action in connection with the decision in accordance with the applicable laws and regulations and no action is excluded.
5) Approved the granting of power and authority to the new Board of Directors of the Company to declare the change in the composition of the Company's
shareholders based on the report from the Securities Administration Bureau (BAE) of PT FICOMINDO BUANA REGISTRAR, and take all necessary
actions and actions in connection with the change in the composition of shareholders, including but not limited to: not limited to being present before a
Notary to state or restate this decision in the form of a deed, provide explanations to, prepare, sign the documents required to submit any application
in order to obtain approval from, reporting/notification to the authorized agency (if needed) and adjust the decisions above with the approval of the
relevant agencies (if necessary)
b. Second Meeting Agenda
Approval of changes to the composition of the Company's Board of Commissioners.
Vote Calculation Results:
Do not Agree Abstain Totally Agree
Share % Share % Share %
0 0 0 0 1.638.911.899 100
Accordingly, the Meeting with a majority vote decided to approve:
1. Approved to accept the application for resignation of MARTHA INTAN YAPUTRA from his position as Commissioner of the Company
2. Approved the release and discharge of full responsibility (acquit et de charge) to Ms MARTHA INTAN YAPUTRA, for the supervisory actions
he carried out during his tenure until the closing of this Meeting, as long as these actions are reflected in the books of the Company and
keeping in mind the approval of the General Meeting of Shareholders of the Company;
3. Approve Mr IVAN ZUCHLY's new Commissioner for a term of office ending the same as the remaining term of office of the Company's
current Board of Commissioners, namely as of the date of this decision until the closing of the Annual General Meeting of Shareholders for
the 2024 financial year (two thousand twentyfour) held in 2025 (two thousand twentyfive)
So that the new composition of the Company's Board of Commissioners is as follows:
President Commissioner & Independent : Mr. MAMAY JAMALUDIN
Commissioner : Mr. IVAN ZUCHLY
Thus the summary of the minutes of this meeting was prepared as presented in the Meeting.
Jakarta, October 10, 2023
PT Sejahtera Bintang Abadi Textile Tbk
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