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20230914_FLMC_Ringkasan Risalah//Risalah RUPS_31410685_lamp2.pdf
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Bandung, September 1 ith 2023 Number 1 5IMYINOT/TX/2023 Subject : Resume of Annual General Meeting of Shareholders PT FALMACO NONWOVEN INDUSTRI, Tbk To. PT FALMACO NONWOVEN INDUSTRI, Tbk. Jalan Raya Padalarang Number 289 West Bandung Regency Sirs/Madams, The following is the Resume of the Annual General Meeting of Shareholders 2021 (hereinafter referred to as Meeting) of PT FALMACO NONWOVEN INDUSTRI, Tbk., having its domicile in West Bandung Regency, (hereinafter referred to as Company), a. Heldon: Day/Date : Monday/ September 11th 2023 Time 110.27 WIB to 11.34 WIB Place : Mason Pine Hotel Kota Baru Parahyangan West Bandung - The meeting was held based on Regulation of the Financial Services Authority Number 15/POJK.04/2020 regarding Plan and Organization of the General Meeting of Shareholders of Public Company (“POJK Number 15/2020”). b. Attendance - Board of Directors : - President Director : Mr DANIEL MULJADI HANAFI - Director : Mr FREDDY HANAFI
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- Board of Commissioners : - President Commissioner —: Mrs THERESIA INDRA WIRAWAN - Shareholders : - 585,202,125 (five hundred eighty-five million two hundred and two thousand one hundred and twenty-five) shares or representing 74.91Y6 (seventy-four point ninety- one) percent of the total of 781,250,000 (seven hundred eighty-one thousand two hundred and fifty thousand) shares. - Conditions regarding the guorum of attendance as regulated in Article 23 Paragraph 1 letter a of Company's Articles of Association and Article 86 Paragraph 1 Law Number 40 of 2007 regarding Limited Liability Company as partially amended by Law Number 6 of 2023 regarding Stipulation of Government Regulation in lieu of Law Number 2 of 2022 regarding Job Creation into Law which reguires that the attendance of representing sharehoiders to be more than 1/9 (half) Of the total issued shares shali be fulfilled, c&. MEETING AGENDA 1. To approve the granting of dispensation for the delay in the organization of the Company Annual General Meeting of Shareholders and for not organizing or not yet organizing the Company Annual General Meeting of Shareholders for the accounting year 2021 within the deadline for the organization of the Annual General Meeting of Shareholders as regulated in the applicable laws and regulations (including Law Number 40 of 2007 regarding Limited Liability Company as partially amended by Law Number 6 of 2023 regarding Stipulation of Government Regulation in lieu of Law Number 2 of 2022 regarding Job Creation into Law) and the Articles of Association 2. Yo approve, certify, and ratify the Annual Report for the accounting year 2021 including among others the Company's Activity Report and Company Financial Staternent for the accounting year 2021, and therefore to fully release and discharge
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(acguit et decharge) all members of the Board of Commissioners and Board of Directors from all supervisory and managerial actions that have been performed during the accounting year 2021, to the extent that the actions do not constitute criminal acts. To approve, certify, and ratify the Annual Report for the accounting year that ends on December 31st, 2021. including among others the Company's Activity Report and the Financial Statement for the accounting year 2021, audited by Public Accounting Firm Morhan & Associates, as a Registered Public Accountant in Jakarta, as stated in the Independent Auditor Report, dated February 23rd, 2023, Report Number 00037/2.0961/AU.1/04/1023-3/1/11/2023. . Approval and verification of the Board of Directors Report regarding the Company's course of business and the Company's financial administration for the accounting year that ends on December 31st, 2021 as well as the approval and verification of the Financial Statement, including the Company's Balance Sheet and Profit/Loss Statement for the accounting year that ends on December 31st, 2021, audited by the Independent Public Accountant, and approval of the Annual Report, the Board of Commissioners supervisory duty report, and to fully release and discharge (acguit et decharge) all members of the Board of Commissioners and Board of Directors from all supervisory and managerial actions that have been performed during the accounting year that ends on December 3ist, 2021. Stipulation of the use of the Company's net profit for the accounting year that ende on December 31st, 2021. Stipulation of the salary and benefits of the Bvard uf Directurs which will be implemented with due regard to the input or recommendation of the Company's Remuneration and Nomination Committee. . To approve the appointment of the Company's Independent Commissioner following | the closure of this Annual General Meeting of Shareholders. . Appointment of a public accountant who will provide audit services for the Financial Statement for the accounting year that ends on December 31st, 2021.
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d. e. 9, To receive and approve the Report on the Realization of the Use of Proceeds from the Initial Public Offering to the Financial Services Authority through Company letter Number 037-Corsec/LRPD2023/VIHI/2023 dated August 10th, 2023. PROCEDURE FULFILLMENT In accordance with the provision of Article 21 of the Company's Articles of Association, provision of Article 81, Article 82, and Article 83 of Law Number 40 of 2007 regarding Limited Liability Company as partially amended by Law Number 6 of 2023 regarding Stipulation of Government Regulation in lieu of Law Number 2 of 2022 regarding Job Creation into Law and POJK 15/2020, the Board of Directors have performed the following: 1. Submitted a notification regarding the plan for the organization of the Meeting to the Financial Services Authority (“OJK”) through letter Number 03 1-Corsec/RUPSR-2021/VII/2023, dated July 27th, 2023. 2. Announced the Notification regarding the Meeting plan on August 3rd, 2023, through ecASY KSEI website, Indonesian Exchange and OJK websites, as well as the Company's website. 3. Announced the Call for Annual General Mecting of Shareholders on August 18th, 2023 through eASY KSEI website, Indonesian Exchange and OIK websites, as well as the Company's website. MEETING AGENDA DECISION-MAKING MECHANISM In accordance with the Meeting Rules and Regulations that have been read, for every discussion of the Meeting Agenda, the Shareholders were offered an opportunity to ask Guestions and submit ideas or opinions before the vote. Afterward, it was followed by a vote by show of hands and/or caleulation of the submitted votes, including through the electronic system. Shareholders who voted disagree or abstain from the vote were reguested to submit ihcir voting card to the Officer and the voting results were announced by the Notary.
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f£ MEETING DISCUSSION FIRST MEETING AGENDA The meeting offered an opportunity for the attending Shareholders or Proxy of Shareholders to ask guestions regarding the First Meeting Agenda. During the guestions and answers session, none of the attending Shareholders or Proxy of Shareholders asked any guestions. Meeting Decision-Making: - The following number is obtained from the calculation results: - The total valid votes are 585,202,125 (five hundred eighty-five million two hundred and two thousand one hundred and twenty-five) votes - 0 (zero) negative votes - 400 (four hundred) abstain votes (Based on the provisions of Article 23 Paragraph II of the Company 's Articles of Association, Ihe abstain votes are deemed to cast the same vote us the majority of the voting shareholders in the Meeting) - Therefore, the total affirmative votes are 585,202,125 (five hundred cighty-five million two hundred and two thousand one hundred and twenty-five) votes or representing 10045 (one hundred percent) of the total valid votes in the Meeting, Henceforth, the reguirements of votes as stipulated in Article 23 Paragraph 1 letter c of the Company's Articles of Aseoeiation have been fulfilled. SECOND, THIRD, AND FOURTH MEETING AGENDAS Explanation of the agendas is carried out simultaneously and continuously. The mecting offered an opportunity for the attending Shareholders or Proxy of Shareholders to ask guestions regarding the Second, Third, and Fourth Meeting Agendas. During the guestions and answers session, none of the attending Shareholders or Proxy of Shareholders asked any guestions.
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1. Second Meeting Agenda The following number is obtained from the calculation results: - The total valid votes are 585,202.125 (five hundred eighty-five million two hundred and two thousand one hundred and twenty-five) votes - 0 (zero) negative votes - 400 (four hundred) abstain votes (Based on the provisions of Article 23 Paragraph 11 of the Company's Articles of Association, the abstain votes are deemed to cast the same vote as the majority of the voting shareholders in the Meeting) Therefore, the total affirmative votes are 585,202,125 (five hundred eighty-five million two hundred and two thousand one hundred and twenty-five) votes or representing 1006 (one hundred percent) of the total valid votes in the Meeting. Henceforih, ihe reguirements of votes as stipulated in Article 23 Paragraph 1 letter c of the Company's Articles of Association have been fulfilled. 2. Third Meeting Agenda The following number is obtained from the calculation results: - The total valid votes are 585,202,125 (five hundred eighty-five million two bundred and two thousand one hundred and twenty-five) votes - 0 (zero) negative votes - 400 (four hundred) abstain votes (Based on the provisions af Article 23 Purugraph 11 of lhe Company 's Articles of Association, the abstain votes are deemed to cast Ihe same vote as the majorily of the voting shareholders in the Meeting) Therefore, the total affirmative votes are 585,202,125 (five hundred eighty-five million two hundred and two thousand one hundred and twenty-five) votes or representing 1004 (one hundred percent) of the total valid votes in the Meeting. Henceforth, the reguirements of votes as stipulated in Article 23 Paragraph 1 letter cof the Company's Articles of Association have been fulfilled
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3, Fourth Meeting Agenda - The following number is obtained from the calculation results: - The total valid votes are 585,202,125 (five hundred eighty-five million two hundred and two thousand one hundred and twenty-five) votes - 0 (zero) negative votes - 400 (four hundred) abstain votes (Based on the provisions of Article 23 Paragraph 11 of the Company 's Articles of Association, the abstain votes are deemed to cast the same vote as the majority of the voting shareholders in the Meeting) - Therefore, the total affirmative votes are 585,202,125 (five hundred eighty-five million two hundred and two thousand one hundred and twenty-five) votes or representing 10096 (one hundred percent) of the total valid votes in the Meeting. Henceforth, the reguirements of yotes as stipulated in Article 23 Paragraph | letter c of the Company's Articles of Association have been fulfilled. FIFTH MEETING AGENDA - The meeting offered an opportunity for the attending Shareholders or Proxy of Shareholders to ask guestions regarding the Fifth Meeting Agenda. - During the guestions and answers session, there was one shareholder (with a total of 7,300 (seven thousand and three bundred) shares) attending the Meeting who asked guestions. - Meeting Decision-Making: - The following number is obtained from the calculation results: - The total valid votes are 585,202,125 (five hundred eighty-five million two hundred and two thousand one hundred and twenty-five) votes - 0 (zero) negative votes - 400 (four hundred) abstain votes
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(Based on the provisions of Article 23 Paragraph 11 of the Company's Articles of Association, the abstain votes are deemed to cast Ihe same vote as the majority of Ihe voting shareholders in the Meeting) Therefore, the total affirmative votes are 585,202,125 (five hundred eighty-five million two hundred and two thousand one hundred and twenty-five) votes or representing 10076 (one hundred percent) of the total valid votes in the Meeting. Henceforth, the reguirements of votes as stipulated in Article 23 Paragraph 1 letter c of the Company”s Articles of Association have been fulfilled. SIXTH MEETING AGENDA - The meeting offered an opportunity for the attending Shareholders or Proxy of Shareholders to ask guestions regarding the Sixth Meeting Agenda. - During the guestions and answers session, none of the aftending Shareholders or Proxy of Shareholders asked any guestions. - Meeting Decision-Making: The following number is obtained from the calculation results: - The total valid votes are 585,202,125 (five hundred cighty-five million two hundred and two thousand one hundred and twenty-five) votes - 0 (zero) negative votes - 400 (four hundred) abstain votes (Based on the provisions of Article 23 Paragraph 11 of the Company 's Articles of Associutiun, Ihe ubsiuin votes are deemed to cast Ihe same vote as the majority of Ihe voting shareholders in the Meeting) Therefore, the total affirmative votes are 585,202,125 (five hundred cighty-five million two hundred and two thousand one hundred and twenty-five) votes or representing 10099 (one hundred percent) of the total valid votes in the Meeting. Henceforih, the reguirements of votes as stipulated in Article 23 Paragraph | letter c of the Company's Articles of Association have been fulfilled
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SEVENTH MEETING AGENDA - The meeting offered an opportunity for the attending Shareholders or Proxy of Shareholders to ask guestions regarding the Seventh Meeting Agenda. - During the guestions and answers session, none of the attending Shareholders or Proxy of Shareholders asked any guestions. - Meeting Decision-Making: - The following number is obtained from the calculation results: - The total valid votes are 585,202,125 (five hundred eighty-five million two hundred and two thousand one hundred and twenty-five) votes - 0 (zero) negative votes - 400 (four hundred) abstain votes (Based on the provisions of Article 23 Paragraph 11 of the Company 's Articles of Association, the abstain votes are deemed to cast ihe same vote as Ihe majority of Ihe voting shareholders in the Meeting) - Therefore, the total affirmative votes are 585,202,125 (five hundred eighty-five million two hundred and two thousand one hundred and twenty-five) votes or representing 10076 (one hundred percent) of the total valid votes in the Meeting. Henceforth, the reguirements of votes as stipulated in Article 23 Paragraph 1 letter c of the Company's Articles of Association have been fulfilled. EIGHTH MEETING AGENDA - The mecting offered an oppurtunity for the attending Shareholders or Proxy of Shareholders to ask guestions regarding the Eighth Meeting Agenda. - During the guestions and answers session, there was one shareholder (with a total of 400 (four hundred) shares) attending the Meeting who asked guestions. - Meeting Decision-Making: - The following number is obtained from the calculation results: - The total valid votes are 585,202,125 (five hundred eighty-five million two hundred and two thousand one hundred and twenty-five) votes
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0 (zero) negative votes 400 (four hundred) abstain votes (Based on the provisions of Article 23 Paragraph 1I of the Company 's Articles of Association, the ahstain votes are deemed to cast the same vote as the majority of the voting shareholders in the Meeting) Therefore, the total affirmative votes are 585,202,125 (five hundred eighty-five inillion two hundred and two thousand one hundred and twenty-five) votes or representing 1004 (one hundred percent) of the total valid votes in the Meeting. Henceforth, the reguirements of votes as stipulated in Article 23 Paragraph 1 letter c of the Company's Articles of Association have been fulfilled. NINTH MEETING AGENDA - Explanation of the Report on the Realization of the Use of Proceeds from the Initial Public Offering as follows: a Total proceeds of the Public Offering is Rp3 1,250,000,000.00 (thirty-one billion two hundred and fifty million Rupiah). Public Offering Fee is Rp4,506,250,000.00 (four billion five hundred and six million two hundred and fifty thousand Rupiah). Net Proceeds of the Public Offering is Rp26,743,750,000.00 (twenty-six billion seven hundred and forty-three million seven hundred and fifty thousand Rupiah). Proceeds from the sale of shares through the Public Offering have been used for: - A total of Rp4,838,401,563.00 (fow billion cight hundred and thirty-eight million four hundred and one thousand five hundred sixty-three Rupiah) for Working Capital. Therefore, the total realization of the use of proceeds from the initial public offering that has been realized as of June 30th, 2023, is Rp4,838,401,563.00 (four billion cight hundred and thirty-eight milkon four hundred and one thousand five hundred sixty-three Rupiah).
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f£. The rest of the unused proceeds from the public offering is Rp21.905,348,437.00 (twenty-one billion nine hundred five million three hundred and forty-eight thousand four hundred and thirty-seven Rupiah) on the grounds that it has not been realized due to the Company's plan to amend the plan for the use of proceeds from the initial public offering. g. MEETING AGENDA DECISION 1. Approved the granting of dispensation for the delay in the organization of the Company Annual General Meeting of Shareholders and for not organizing or not yet organizing the Company Annual General Meeting of Shareholders for the accounting year 2021 within the deadline for the organization of the Annual General Meeting of Shareholders as regulated in the applicable laws and regulations (including Law Number 40 of 2007 regarding Limited Liability Company as partiallv amended by Law Number 6 of 2023 regarding Stipulation of Government Regulation in lieu of Law Number 2 of 2022 regarding Job Creation into Law) and the Articles of Association. 2. Approved, certified, and ratify the Annual Report for the accounting year 2021 including among others the Company's Activity Report and Company Financial Statement for the accounting year 2021, and therefore fully released and discharged (acguit et decharge) all members of the Board of Commissioners and Board of Directors from all supervisory and managerial actions that have been performed during the accounting year 2021, to the extent that the actions did not constitute criminal acts. 3. Approved, certified, and ratified the Annual Report for the accounting year that ends on December 31st, 2021, including among others the Company's Activity Report and the Financial Statement for the accounting year 2021. 4, Received and approved the Annual Report including the Board of Commissioners” supervisory duty report for the accounting year that ends on December 31st, 2021 and the Board of Directors' accountability to the Shareholders consisting of the Company's Balance Sheet and Profit/Loss Statement for the accounting year that ends on December 31st, 2021, and fully released and discharged (acguit et decharge) all members of the
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Board of Commissioners and Board of Directors from all supervisory and managerial actions that have been performed during the accounting year that ends on December 31st, 2021. Approved the use of the Company's accumulated net profit for the accounting year that ends on December 31st, 2021 signed by the Board of Directors consisting of the Company's Comprehensive Profit/Loss Statement which records a comprehensive profit of Rp35,211,327,333.00 (thirty-five billion two hundred and eleven million three hundred and twenty-seven thousand three hundred and thirty-three Rupiah) with details as follows: The Company's net profit of Rp35,211,327,333.00 (thirty-five billion two hundred and eleven million three hundred and twenty-seven thousand three hundred and thirty-three Rupiah) will be used as Retained Earnings for the following accounting year. Approved the granting of authority to the Board of Commissioners to stipulate the salary and benefits of the Board of Directors. Change in the membership of the Board of Commissioners through the appointment of the Company”s Independent Commissioner. Therefore, this Meeting confirmed the Board of Commissioners membership composition as follows: - Members of the Board of Commissioners - Mrs THERESIA INDRA WIRAWAN as President Commissioner - Mr TSUN TIEN WEN LIE as Independent Commissioner - Mrs MICHELLE EVANGELINE HANAFI as Commissioner Appointed and designaled Accounting Firm. Richard Risambessy & Budiman as the Public Accounting Firm that will audit the Financial Statement for the accounting year that ends on December 31st, 2022, and granted the authority and power to the Board of Directors to stipulate the total honorarium of the Public Accounting Firm and other appointment reguirements. Also, approved the delegation of authority to the Board of Cemimissioners to designate another publio aocounting Firm that will audit the Financial Statement for the accounting year that ends on December 31st, 2022, in the event that the designated Public Accounting Firm as referred to hereinabove is unable to perform
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its duties due to any reasons. The appointment of another public accounting firm must comply with the provisions and reguirements in accordance with the applicable regulations. 9. Approved the Report on the Realization of the Use of Proceeds from the Initial Public Offering. The Meeting Minutes hereinabove are set forth in a deed dated September Ilth 2023, Number 17, made by me, Notary, Copy of the deed is currently under the completion process at our office. This resume is hereby submitted prior to the copy of the deedas referred to hereinabove that will be sent immediately by me, Notary, to the Company after its completion. Yours Sincerely,
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