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20230908_SMIL_Ringkasan Risalah//Risalah RUPS_31408841_lamp1.pdf
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ANNOUNCEMENT OF SUMMARY OF MINUTES OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT SARANA MITRA LUAS Tbk
(“COMPANY”)
In order to fulfill the provisions of Article 49 paragraph (1) and Article 51
paragraph (1) of the Financial Services Authority Regulation No.
15/POJK.04/2020 concerning the Plan and the Implementation of the General
Meeting of Shareholders of Public Company ("POJK 15/2020"), the Board of
Directors of the Company hereby announce the Summary of Minutes of the
Company's Annual General Meeting of Shareholders ("Meeting") as follows:
A. The Meeting of the Company has been held on:
Day/Date : Wednesday, September 6, 2023;
Time : 14.23’ BBWI s/d 15.09’ BBWI;
Place : - Cyber 2 Tower 17th Floor, Jl. H.R. Rasuna Said, Block
X-5, South Jakarta, Special Capital Region of Jakarta
12950; and
- Electronically via the eASY.KSEI application.
B. Agenda of the Meeting are as follows:
1. Approval and ratification of the Annual Report for the financial year
ended December 31, 2022, which consists of:
a. Report on the management of the Company by the
Board of Directors and the Report on the supervision of the
Company by the Board of Commissioners for the financial
year ended on December 31, 2022;
b. Financial Statements and ratification of the balance sheet as
well as the calculation of profit and loss for the financial year
ended on December 31, 2022 as well as granting and release
and full acquittal (acquit et de charge) to all members of the
Board of Directors and members of the Board of
Commissioners of the Company for the management and
supervision actions they have taken for the financial year
ended on December 31, 2022.
2. Determination of the Company's profit and loss for the financial
year ended on December 31, 2022.
3. Determination of the amount of salary and other benefits for
members of the Board of Directors and members of the Board of
Commissioners of the Company.
4. Appointment of Public Accountant who will audit the Company's
financial statements for the financial year ended on December 31,
2023.
5. Accountability for the realization of the use of proceeds from the
Public Offering.
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C. The Board of Commissioners and Board of Directors the Company
present at this Meeting are as follows:
BOARD OF COMMISSIONERS:
President Commissioner : Mrs. LUCIA IRAWATY LIE.
BOARD OF DIRECTORS:
President Director : Mr. HADI SUHERMIN;
Director : Mr. WINSTON SUHERMIN.
As for Mr. I KETUT WIDIANA as Independent Commissioner was unable
to attend in person and participate in the Meeting electronically via the
eASY.KSEI application.
D. Based on the attendance list of the shareholders of the Meeting, the
recorded number of shares present or represented in the Meeting is
7.002.881.800 shares, which is 80,0329% of the 8.750.000.000 shares
which constitute all shares issued by the Company up to the date the
Meeting was held, which have valid voting rights as required by the
Company's articles of association and POJK 15/2020.
E. The Company has provided opportunities for the shareholders and the
proxy of shareholders to raised questions and/or provide opinions prior
to the adoption of resolution for each agenda item of the Meeting.
F. In the Meeting, there were no shareholders or proxy of shareholders who
raised questions and/or provided opinions regarding each agenda item
of the Meeting.
G. The mechanism of adopting resolution of Meeting:
1. The mechanism of adopting resolution of Meeting was conducted
in amicable manner. If no amicable resolution is reached, voting
system is implemented in the Meeting through open voting system.
2. Shareholders were allowed to vote through Electronic General
Meeting System KSEI (eASY.KSEI) provided by PT KUSTODIAN
SENTRAL EFEK INDONESIA (“KSEI”).
3. Based on Article 11 paragraph 48 of the Company's Articles of
Association and Article 47 of POJK 15/2020, shareholders with
valid voting rights and have been present, both physically and
electronically at the Meeting, but have not exercised their voting
rights or abstained, are considered valid to attend the Meeting and
cast the same vote as the majority of the voting shareholders by
adding the said vote to the votes of the majority of the voting
shareholders.
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H. Voting results:
FIRST AGENDA OF THE MEETING:
At the time of adopting the resolution for the proposed resolution of the
first agenda, there were no shareholders and the proxy of the
shareholders who raised objections (disagreed) or cast vote of
abstinence, therefore the resolutions of the first agenda of the Meeting is
taken by unanimous vote.
SECOND AGENDA OF THE MEETING:
At the time of adopting the resolution for the proposed resolution of the
second agenda, there were no shareholders and the proxy of the
shareholders who raised objections (disagreed) or cast vote of
abstinence, therefore the resolutions of the second agenda of the
Meeting is taken by unanimous vote.
THIRD AGENDA OF THE MEETING:
Disagree : 4.000 votes
Abstain : 1.000 votes
Therefore the total number of shareholders who agreed was
7.002.876.800 votes, which constitute 99,99% of the total number of
valid votes cast, therefore the Meeting with the majority of votes decided
to APPROVED to the proposed resolutions of the third agenda of the
Meeting that had been submitted.
FOURTH AGENDA OF THE MEETING:
At the time of adopting the resolution for the proposed resolution of the
fourth agenda, there were no shareholders and the proxy of the
shareholders who raised objections (disagreed) or cast vote of
abstinence, therefore the resolutions of the fourth agenda of the Meeting
is taken by unanimous vote.
FIFTH AGENDA OF THE MEETING:
At the time of adopting the resolution for the proposed resolution of the
fifth agenda, there were no shareholders and the proxy of the
shareholders who raised objections (disagreed) or cast vote of
abstinence, therefore the resolutions of the fifth agenda of the Meeting is
taken by unanimous vote.
I. Resolutions of the Meeting:
FIRST AGENDA OF THE MEETING:
Approved and ratified the Annual Report for the financial year ended on
December 31, 2022, which consists of:
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a. Report on the management of the Company by the Board of
Directors and Report on the course of supervision of the Company
by the Board of Commissioners during the financial year of 2022;
b. Financial Statements and Balance Sheet and calculation of profit
and loss for the financial year ended on December 31, 2022;
thereby agree to grant full release and settlement (acquit et de charge)
to the members of the Board of Directors and members of the Board of
Commissioners of the Company for the management and supervisory
actions they have taken during the financial year ended on December
31, 2022 as long as the actions are reflected in the Company's Annual
Report and Financial Statements ended on December 31, 2022.
SECOND AGENDA OF THE MEETING:
Determine the use of the Company's net profit for the financial year
ended on December 31, 2022, namely Rp 58.487.663.862,- (fifty eight
billion four hundred eighty seven million six hundred sixty three thousand
eight hundred and sixty two Rupiah) with details as follows:
a. Rp 100.000.000.- (one hundred million Rupiah) set aside as a
reserve fund, in accordance with the provisions of Article 70 of the
Limited Liability Company Law;
b. the remaining will be recorded as the Company's retained earnings
to strengthen long-term capital and to support business growth and
the Company's investment plans.
THIRD AGENDA OF THE MEETING:
Grant authority and power to the Board of Commissioners of the
Company to determine the salary and/or honorarium and/or other
allowances for members of the Board of Directors and members of the
Board of Commissioners of the Company for the financial year of 2023,
the implementation of which will be adjusted to the applicable
regulations.
FOURTH AGENDA OF THE MEETING:
1. Delegate the authority to appoint a Public Accountant who will audit
the Company's financial statements for the financial year ending on
December 31, 2023, to the Board of Commissioners of the
Company in order to comply with applicable regulations and obtain
a suitable Public Accountant, provided that the criteria for Public
Accountants who can be appointed are Public Accountants who
have audit experience in the Company's business activities, have
adequate Human Resources and have independence.
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2. Approved the granting of authority to the Board of Commissioners
to determine the honorarium and other reasonable requirements for
the Public Accountant.
FIFTH AGENDA OF THE MEETING:
Accept the accountability for the realization of the use of the proceeds
from the Company's Public Offering, where the proceeds from the Initial
Public Offering that have been received by the Company, after deducting
all issuance costs related to the Public Offering, will be used as stated in
the IPO Prospectus.
Jakarta, September 7, 2023
PT SARANA MITRA LUAS Tbk
Board of Directors of the Company
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