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Page 1 OCR 0.926
&SUMI INDO KABEL
Connect with Innovation
PT. SUMI INDO KABEL Tbk.
Jl. Gatot Subroto KM 7.8, Pasir Jaya, Jatiuwung
Tangerang 15135, Indonesia
Tel: #62-21-592-2404 / Fax: #62-21-592-2576
Website: www.sikabel.com
ANNOUNCEMENT OF THE ABRIDGED MINUTES OF
THE ANNUAL GENERAL MEETING OF SHAREHOLDER
The result of the resolution of the Annual General Meeting of Sharcholders (hercinafter referred to as
the “Meeting”) of “PT SUMI INDO KABEL, Tbk.”, having domicile in City of Tangerang
(hereinafter referred to as the “Company”), which was held on:
A.
Day/date : Friday, August 25th, 2023
Time 109.11 a.m — 10.03 a.m Western Indonesian Time (WIT)
Venue : Office of PT SUMI INDO KABEL Tbk
Jalan Gatot Subroto Kilometer 7,8
Pasir Jaya, Jatiuwung, City of Tangerang
Notification, Announcement and the Invitation for the Meeting have been conducted
pursuant to the provisions of Article 11 paragprah (2) of the Company's Articles of
Association juncto Article 12, Article 14 and Article 17 of Regulation of the Financial
Services Authority No.15/POJK.04/2020 concerning the Plan and Implementation of
General Meeting of the Shareholders of Public Company ("POJK 15/2020"), as follows:
1. The Company has notified to OJK concerning the date and Agenda of the Meeting, as
evidenced by the Company's letter dated July 11th, 2023 No.020/SIK-CS/VTI/2022.
2. Announcement to the shareholders concerning the invitation for the Meeting has been
uploaded in website of PT KUSTODIAN SENTRAL EFEK INDONESIA ("KSEI”
website of Bursa Efek Indonesia, and website of the Company on the July 18", 2022.
3. Invitation to the shareholders concerning the Meeting has been uploaded in website of
KSEI, BEI and Company on the August 3", 2023.
The Agenda of the Meeting in accordance with the Invitation of the Meeting:
1. Approval on the Annual Report including the Supervisory Task Report of the Board of
Commissioners of the Company for the Financial year 2022 as ended on the 318 of
March 2023 and the ratification of the Financial Statement of the Company for the
financial year 2022 as ended on 31lst of March 2023.
2. Determination of the appropriation of the net profit of the Company for the financial
year 2022 as ended on the 31/t of March 2023.
3. Appointment of a Public Accountant and/or Public Accountant Office to audit the
Company's book for the financial year of 2023 being ended on 31“ of March 2024.
The Change of Composition of the Company's Management.
Determination of the salary and others allowances for each member of the Board
Directors and the Board of Commissioners of the Company.
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Members of the Board of Commissioners, the Board of Directors and the shareholders of the
Company who attended the Meeting are as follows:
BOARD OF COMMISSIONERS:
President Commisioner : TOSHIHIKO TERAO:
Independent Commisioner : CAHYADI WIJAYA.
BOARD OF DIRECTORS:
President Director : SHIGETOSHI SASAKI:
Vice President Director : SULIM HERMAN LIMBONO:
Director : SUPRAPTO.
SUMITOMO
ELECTRIC
GROUP
Page 2 OCR 0.933
&SUMI INDO KABEL
Connect with Innovation
PT. SUMI INDO KABEL Tbk.
Jl. Gatot Subroto KM 7.8, Pasir Jaya, Jatiuwung
Tangerang 15135, Indonesia
Tel: #62-21-592-2404 / Fax: t62-21-592-2576
Website: www.sikabel.com
-OSAMU OKAMOTO as Director, present through video teleconference media.
-YOSHINOBU MATSUMURA as Commisioner and HIROSHI SHIKATA as Director did
not present at the Meeting.
SHAREHOLDERS:
- SUMITOMO ELECTRIC INDUSTRIES LIMITED
as the holder/owner of 1.119.486.000 shares in the Company.
was represented by TAICHIRO NISHIKAWA pursuant to Power of Attorney from
OSAMU INOUE as President & COO SUMITOMO ELECTRIC INDUSTRIES, Ltd.,
the signature of OSAMU INOUE has been acknowledged by NAMI IWASA as agent of
OSAMU INOUE and has been legalized by IDA HIROSHI as Notary of the Osaka Legal
Affairs Bureau in 10-8, Edobori 1- Chome Nishi-ku,Osaka, Japan, under No.23-010438,
the three on August 7", 2023.
- PUBLIC as the holder/owner of 30.622.740 share in the Company.
E. In the Meeting of shareholders who were present and/or represented physically or
electronically through the KSEI Electronic General Meeting System ("eASY.KSET) a total of
1.150.108.740 shares or 93,9631324”4 of the total shares with voting rights that had been
registered. issued by the Company up to the day of the Meeting, which is 1.224.000.000 (one
billion two hundred twenty four million) shares, taking into account the Register of
Shareholders as of 2 August 2022 until 16.00 WIB, thus the reguirements for the guorum for
the Meeting have been met and are in accordance with the provisions of Article 12 paragraph
1 point (a) and paragraph 2 of the Company's Articles of Association in conjunction with
Article 41 paragraph 1 point (a) and (c) POJK 15/2020 has been complied with and the
Meeting is valid and has the right to take legal and binding decisions regarding the matters
discussed in accordance with meeting agenda.
F. The Meeting is chaired by CAHYADI WIJAYA as Independent Commissioner pursuant to
"Resolutions in lieu of Meeting Board of Commissioners PT SUMI INDO KABEL Tbk"
dated the 23 June 2023.
G. The First Agenda of the Meeting :
- Annual Report and Financial Report presented by SHIGETOSHI SASAKI as President
Director of the Company,
- The report on supervisory tasks of the Board of Commissioners presented by CAHYADI
WIJAYA as Independent Commisioner of the Company,
H. Opportunity to Ask Ouestions and/or Give Opinions
In each agenda of the Meeting has been given the opportunity for the shareholders and/or
proxies of shareholders to raise guestions and/or give comments, however none of the
shareholders and/or proxies of shareholders asked guestions and/or give comments.
I. Mechanism to adopt resolution in the Meeting pursuant to Article 12 paragraph (2) of the
Company's Articles of Association was conducted by deliberation to reach a consensus.
However, with the enactment of POJK 15/2020 where the power of attorney and votes
electronically might be given through cASY.KSFEI, the adoption of resolution in the Meeting
was conducted by voting, where all agendas are conducted by voting openly.
J. The Meeting has adopted resolutions as set forth in the "Minutes of the Extraordinary
General Meeting of Shareholders of PT SUMI INDO KABEL Tbk" stated in notarial deed
dated the 25 August 2023 number 3, which substantially as follows:
SUMITOMO
ELECTRIC
GROUP
Page 3 OCR 0.936
& SUMI INDO KABEL Connect with Innovation PT. SUMI INDO KABEL Tbk. Jl. Gatot Subroto KM 7.8, Pasir Jaya, Jatiuwung Tangerang 15135, Indonesia Tel: #62-21-592-2404 / Fax: #62-21-592-2576 Website: www.sikabel.com In the First Agenda of the Meeting: Based on the results of vote counting conducted at the Meeting and also through eASY.KSEI as follows: Number Percentage Number of votes agree 1.150.086.940 99,99810453 Yo Number of votes unagree 0 0 Yo Abstain 21.800 0,00189547 Yo Total Votes Agre 1.150.108.740 100 Yo "Therefore the Meeting unanimously (provided that there were shareholders who abstained a total of 21.800 shares) decided: 1. To approve for the Annual Report including supervisory report of the Company's Board of Commissioners for the accounting year 2022 as ended on 31st March 2023, and 2. To validate the Company's Financial Statement for the accounting year 2022 as ended on 31st March 2022 which consists of the Balance Sheet and Profit and Loss Statement, which has been audited by the Public Accountant Firm Purwantono, Sungkoro & Surja (a member firm of Ernst & Young Global Limited), as stated in its report dated June 27, 2023 No. 01896/2.1032/AU.1/04/0698-1/1/V1/2023 with an opinion, the accompanying financial statements present fairly, in all material respects, and its financial performance and cash flows in accordance with Indonesian Financial Accounting Standards. -By the approval of said Annual Report and the ratification of the Financial Report of the Company, the Meeting also grant a complete acguittal and discharge (volledig acguit et de charge) to all members of the Board of Directors for all their management actions and to all members of the Board of Commissioners for all their supervisory actions as respectively carried out during the financial year 2022 as ended on 31st March 2023, to the extend that such actions are recorded and/or reflected in the Annual Report and the Financial Report of the Company for financial year 2022 as ended on 31st March 2023, except for fraud, embezzlement and any other criminal acts.” In the Second Agenda of the Meeting Based on the results of vote counting conducted at the Meeting and also through eASY.KSEI as follows: Number Percentage Number of votes agree 1.150.086.940 99.99810453 Ya Number of votes unagree 0 0 Yo Abstain 21.800 0,00189547 Yo Total Votes Agre 1.150.108.740 100 Ya "Therefore the Meeting unanimously (provided that there were shareholders who abstained a total of 21.800 shares) decided: -To approve the appropriation of net profit of the Company for the financial year 2022 ended on 31st March 2023 amounting USD 3,487,893 (three million four hundred eighty seven thousand cight hundred ninety three United States Dollars) as follows: a. An amount of USD 100,000 (one hundred thousand United States Dollar) to be allocated for the Reguired Reserve Fund in accordance with the Article 20 of the Company's Articles of Association juncto the Article 70 of the Company Law, SUMITOMO ELECTRIC GROUP
Page 4 OCR 0.932
&SUMI INDO KABEL Connect with Innovation PT. SUMI INDO KABEL Tbk. Jl. Gatot Subroto KM 7.8, Pasir Jaya, Jatiuwung Tangerang 15135, Indonesia Tel: #62-21-592-2404 / Fax: #62-21-592-2576 Website: www.sikabel.com b. An amount of USD 1,260,720 (one million two hundred sixty thousand seven hundred twenty United States Dollars) or amount USD 0.001030/share (zero point zero zero one zero three zero United States Dollar per share) to be distributed as Cash Dividend to the Shareholders, or Rp 15.78/share (fifteen point seventy cight Rupiah per share) with a total of Rp 19.314.720.000,- (nineteen billion three hundred fourteen million seven hundred twenty thousand Rupiah). -To delegate authority to the Board of Directors to further regulate on the procedures on the distribution of said Cash Dividend, and the schedule of payment of such Cash Dividend with due regard to the prevailing laws and regulations and to announce the Schedule of the Cash Dividend distribution are as follows: Announcement in newspapers on 29 August 2023, Cum Dividend in Regular and Negotiation Market on 4 September 2023, Ex Dividend in Regular and Negotiation Market on 5 September 2023, Cum Dividend in Cash Market on 6 September 2023, Ex Dividend in Cash Market on 7 September 2023, Recording Date which is entitled to Cash dividend (DPS) on 6 September 2023, Payment of Cash Dividend on 25 September 2023. The balance amount of USD 2,127,173 (two millio one hundred twenty seven thousand one hundred seventy three United States Dollar) of the Company's net profit for financial year 2022 ended on 3lst March 2023, will be booked as retained earnings.” NpyapNE In the Third Agenda of the Meeting: Based on the results of vote counting conducted at the Meeting and also through eASY.KSEI as follows: Number Percentage Number of votes agree 1.150.086.940 99,99810453 Y5 Number of votes unagree 0 0 49 Abstain 21.800 0,00189547 Yo Total Votes Agre 1.150.108.740 100 Yo "Therefore the Meeting unanimously (provided that there were shareholders who abstained a total of 21.800 shares) decided: a. The appointment of Purwantono, Sungkoro & Surja Public Accountant Firm (a member firm of Ernst & Young Global Limited) to audit the Company's Financial Report for the financial year 2023 ended 31st March 2024, and b. To delegate of the authority to the Board of Commissioners of the Company to: - determine the amount of honorarium and other reguirements for the appointment of such Public Accountant Office, and - appoint the Public Accountant/Public Accounting Firm substitute, with due regard to the proposal of the Board of Directors, if, for one and another reason, the appointed Public Accounting/Public Accounting Firm cannot perform her duties within the prescribed period and/or for any reason according to the consideration of the Company, the appointed Public Accountant/Public Accounting Firm cannot complete the appointment.” SUMITOMO ELECTRIC GROUP
Page 5 OCR 0.930
&SUMI INDO KABEL Connect with Innovation PT. SUMI INDO KABEL Tbk. Jl. Gatot Subroto KM 7.8, Pasir Jaya, Jatiuwung Tangerang 15135, Indonesia Tel: #62-21-592-2404 / Fax: #62-21-592-2576 Website: www.sikabel.com In the Fourth Agenda of the Meeting: Based on the results of vote counting conducted at the Meeting and also through dASY.KSEI as follows: Number Percentage Number of votes agree 1.150.086.940 99,99810453 Yo Number of votes unagree 0 0 Ya Abstain 21.800 0,00189547 Ya Total Votes Agre 1.150.108.740 100 Yo "Therefore the Meeting unanimously (provided that there were shareholders who abstained a total of 21.800 shares) decided: 1. To approve and accept the resignation of: - Mr. Shigetoshi Sasaki as President Director of the Company, - Mr. Toshihiko Terao as President Commissioner of the Company, - Mr. Yoshinobu Matsumura as Commissioner of the Company. -itis proposed to approve their resignation as of the close of Meeting. -with tendering gratitude for all services and dedications rendered to the Company during his term of office. 2. To approve of the appointment of: - Mr. Satoshi Nishikawa as a new President Director of the Company to replace Mr. Shigetoshi Sasaki: - Mr. Michio Uchino as a new President Commissioner of the Company to replace Mr. Toshihiko Terao, - Mr. Hidekazu Ikeda as a new Commissioner of the Company to replace Mr. Yoshinobu Matsumura. -Therefore the complete composition of members of the Board of Directors and the Board of Commissioner of the Company as of the close of this Meeting shall be as follows: BOARD OF DIRECTORS: -President Director : Mr. Satoshi Nishikawa, -Vice President Director : Mr. Sulim Herman Limbono, -Director : Mr. Suprapto, -Director : Mr. Hiroshi Shikata, -Director : Mr. Osamu Okamoto. BOARD OF COMMISSIONERS: -President Commissioner : Mr. Michio Uchino, -Commissioner : Mr. Hidekazu Ikeda, “Independent Commissioner : Mr. Cahyadi Wijaya. With term of office of for all members of the Board of Directors and the Board of Commissioner of the Company is up to the closing of the Annual General Meeting Shareholder of the Company which will be held in 2024. 3. To approve the granting of authority to the Board of Directors of the Company, with the right of substitutions to restate the resolution with regards to the changing composition of the Board of Directors and the Board of Commissioners of the Company into notarial deed, and further to notify the Minister of Law and Human Rights of the Republic of Indonesia, and to do anything necessary pursuant to the prevailing laws and regulations of the Republic of Indonesia. SUMITOMO ELECTRIC GROUP
Page 6 OCR 0.911
&SUMI INDO KABEL Connect with Innovation PT. SUMI INDO KABEL Tbk. Jl. Gatot Subroto KM 7.8, Pasir Jaya, Jatiuwung Tangerang 15135, Indonesia Tel: #62-21-592-2404 / Fax: #62-21-592-2576 Website: www.sikabel.com In the Fifth Agenda of the Meeting: Based on the results of vote counting conducted at the Meeting and also through eASY.KSEI as follows: Number Percentage Number of votes agree 1.150.074.540 99,99702637Yo Number of votes unagree 12.400 0.00107816Y0 Abstain 21.800 0,00189547Y6 Total Votes Agre 1.150.096.340 99,99892184Y9 "Therefore the Meeting with the most votes 1,150,096,340 or constituting 99.99892184 Yo of the total shares with voting rights issued by the Company decided: -To approve the delegation of authority to the Board of Commissioners to determine the amount of salary and other remuneration to cach members of the Board of Directors and the Board of Commissioners of the Company, provided that the total amount of salary and other remuneration for financial year 2023 ended 31st March 2024 increase 595 from the amount which has been paid in the financial year 2022 ended 31st March 2023.” TANGERANG, August 28, 2023 PT. Sumi Indo Kabel Tbk Board of Directors SUMITOMO ELECTRIC GROUP
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