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20260512_WSKT_Ringkasan Risalah//Risalah RUPS_32090777_lamp4.pdf
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NOTICE OF SUMMARY OF MINUTES
ANNUAL GENERAL MEETING OF SHAREHOLDERS
FOR FISCAL YEAR 2025
PT WASKITA KARYA (PERSERO) Tbk
The Board of Directors of PT Waskita Karya (Persero) Tbk (hereinafter referred to as the
“Company”) hereby notifies the shareholders of the Company that the Company has convened
the Annual General Meeting of Shareholders for Fiscal Year 2025 (hereinafter referred to as the
“Meeting”), as follows:
A. On:
Day/Date : Friday, May 8th 2026
Time : 14.47 Until 16.05 Western Indonesia Time
Vanue : The meeting will be conducted in a hybrid format with the
following venues
Onsite : PT Waskita Karya (Persero) Tbk Building,
11th Floor, Jl. MT Haryono No. 10, East
Jakarta, Indonesia
Electronic : Through the Electronic General Meeting
(E-RUPS) System facility of KSEI (‘eASY.KSEI’) at
https://akses.ksei.co.id provided by PT
Kustodian Sentral Efek Indonesia (‘KSEI’).
B. With the following Meeting agenda:
1. Approval of the Company’s Annual Report and ratification of the Company’s Consolidated
Financial Statements, approval of the Supervisory Report of the Board of Commissioners, as
well as ratification of the Financial Statements of the Micro and Small Business Funding
Program (PUMK) for Fiscal Year 2025, including the granting of full release and discharge
(volledig acquit et de charge) to the Board of Directors for their management actions and to
the Board of Commissioners for their supervisory actions carried out during Fiscal Year 2025;
2. Determination of the Public Accountant and/or Public Accounting Firm to audit the Company’s
Consolidated Financial Statements and the Financial Statements of the Micro and Small
Business Funding Program (PUMK) for Fiscal Year 2026;
3. Determination of salaries/honoraria, including facilities and allowances for Fiscal Year 2026,
as well as remuneration based on performance for Fiscal Year 2025 for the Company’s Board
of Directors and Board of Commissioners;
4. Amendment to the Company’s Articles of Association;
5. Report on the Realization of the Use of Proceeds from the Capital Increase with Pre-emptive
Rights through Limited Public Offering II in 2021;
6. Delegation of authority to approve the Company’s Long-Term Plan (RJPP) for 2026–2030
and the Company’s Work Plan and Budget (RKAP) for 2027, including any amendments
thereto, from the General Meeting of Shareholders to a party designated by the General
Meeting of Shareholders;
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C. The members of the Board of Commissioners and the Board of Directors of the Company present
at the Meeting include :
Board of Commissioners:
a. President Commissioner : SUTRISNO
b. Independent Commissioner : MUHAMMAD ABDULLAH SYUKRI
c. Commissioner : ADE ABDUL ROCHIM
d. Commissioner : HASBY MUHAMMAD ZAMRI
e. Independent Commissioner : AQILA RAHMANI
f. Independent Commissioner : MUHAMMAD HARRIFAR SYAFAR
Board of Directors :
a. Acting President Director and Director of : WIWI SUPRIHATNO
Finance
b. Director of Business Strategy, Portfolio, : RUDI PURNOMO
and Human Capital
c. Director of Operations I : ARI ASMOKO
d. Director of Operations II : PAULUS BUDI KARTIKO
D. The Meeting was attended by 22,995,160,569 (twenty-two billion nine hundred ninety-five
million one hundred sixty thousand five hundred sixty-nine) shares, including Series A Dwiwarna
Shares with valid voting rights, representing approximately 79.8254404% (seventy-nine point
eight two five four four zero four percent) of the total number of shares with valid voting rights
issued by the Company.
E. In each Meeting agenda item, shareholders and/or their proxies were given the opportunity to
raise questions and/or provide comments/suggestions.
- In the First Agenda Item of the Meeting, there were responses regarding the Performance
Achievement Report of PT Waskita Karya (Persero) Tbk for Fiscal Year 2025, as well as
directives from the Republic of Indonesia cq. the Ministry of State-Owned Enterprises (SOEs)
as the holder/owner of 1 (one) Series A Dwiwarna share and 217.056.333 series B shares.
Meanwhile, in the discussion of the other Meeting agenda items, there were no shareholders
who raised any questions, opinions, and/or suggestions.
F. The decision-making mechanism in the Meeting was as follows:
- Pursuant to Article 26 paragraph (15) of the Company’s Articles of Association, resolutions of
the Meeting are to be adopted by deliberation to reach consensus; however, with due regard
to Article 28 of POJK No. 15/2020, Shareholders may cast their votes through electronic proxy
(eASY.KSEI). Accordingly, resolutions in the Meeting were made by way of voting.
- Pursuant to Article 26 paragraph (10) of the Company’s Articles of Association, Shareholders
present at the Meeting who have valid voting rights and choose to abstain (i.e., not cast a
vote) shall be deemed to have cast the same vote as the majority vote of the Shareholders
who cast their votes
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G. The total number of votes and the percentage of resolutions adopted at the Meeting from all
shares with voting rights present at the Meeting were as follows:
Total
Approve Against Abstain
Agenda Approve
Votes
Agenda Item 22.974.209.533 698,048 votes or 20,252,988 votes 22,994,462,521
1 votes or approximately or approximately votes or
approximately 0.00% 0.09% approximately
99,91% 99.99%
Agenda Item 22,945,860,968 41,061,147 votes 8,238,454 votes 22,954,099,422
2 votes or or approximately or approximately votes or
approximately 0.18% 0.36% approximately
99.79% 99.79%
Agenda Item 22,983,241,667 3,516,402 votes or 8,402,500 votes 22,991,664,167
3 votes or approximately or approximately votes or
approximately 0.02% 0,04% approximately
99.95% 99.99%
Agenda Item 22,948,679,122 38,278,947 votes 8,202,500 votes 22,956,881,622
4 votes or or approximately or approximately votes or
approximately 0.17% 0.36% approximately
99.80% 99.84%
Agenda Item The Fifth Agenda Item was for reporting purposes; therefore, no resolution
5 was adopted.
The Board of Directors presented the Realization of the Use of Proceeds from
the Capital Increase with Pre-emptive Rights through Limited Public Offering
II in 2021.
Agenda Item 21,707,015,713 1,279,942,356 88,202,500 votes 21,715,218,213
6 votes or votes or or approximately votes or
approximately approximately 0.04% approximately
94.44% 5.57% 94.44%
H. The resolutions of the Meeting were essentially as follows :
First Agenda Item :
1. To approve the Company’s Annual Report, including the Supervisory Report of the Board of
Commissioners of the Company, for Fiscal Year 2025 ending on 31 December 2025.
2. To ratify :
a. The Company’s Consolidated Financial Statements for Fiscal Year 2024 ending on 31
December 2025, which have been audited by the Public Accounting Firm (KAP)
Heliantono & Rekan (Parker Russell International) in accordance with Report No.:
00334/2.0459/AU.1/03/0916-2/1/III/2026 dated 16 March 2026, with an opinion of
fairin all material respects.
b. The Financial Statements of the Micro and Small Business Funding Program for Fiscal
Year 2025 ending on 31 December , which have been audited by the Public Accounting
Firm (KAP) Heliantono & Rekan (Parker Russell International) in accordance with Report
No. 00491/2.0459/AU.8/03/0916-2/1/IV/2026 dated 10 April 2026, with an opinion of
fairin all material respects.
3. With the approval of the Company’s Annual Report, including the Supervisory Report of the
Board of Commissioners, and the ratification of the Company’s Consolidated Financial
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Statements and the Financial Statements of the Program (PUMK), all for the Financial Year
2025 ending on December 31, 2025, the Meeting hereby grants full release and discharge
of responsibility (volledig acquit et de charge) to all members of the Board of Directors for
the management actions of the Company and to all members of the Board of Commissioners
for the supervisory actions carried out during the Financial Year 2025 ending on December
31, 2025, provided that such actions do not constitute criminal acts and are reflected in the
aforementioned reports.
Second Agenda Item:
1. To grant authority and power to the Company’s Board of Commissioners, subject to prior
approval from the majority Series B Sharehold,ers, to determine the appointment of a Public
Accountant and/or Public Accounting Firm to conduct an audit of the Company’s
Consolidated Financial Statements for Fiscal Year 2026 and other audit periods within Fiscal
Year 2026, as well as specific audits in 2026, including the Financial Statements and
implementation of the Micro and Small Business Funding Program (UMK) for Fiscal Year
2026.
2. To grant authority and power to the Board of Commissioners, subject to prior approval from
the majority Series B Shareholders, to determine the appointment of a Public Accountant
and/or Public Accounting Firm to audit other periods of the Company’s Consolidated
Financial Statements within Fiscal Year 2026 for the Company’s purposes and interests.
3. To grant power and authority to the Board of Commissioners, subject to prior written
approval from the majority Series B Shareholders, to determine the audit fee and other
terms and conditions for the appointed Public Accountant and/or Public Accounting Firm,
as well as to appoint a substitute Public Accountant and/or Public Accounting Firm in the
event that the appointed party, for any reason, is unable to complete the audit of the
Company’s Consolidated Financial Statements and the Financial Statements and
implementation of the Micro and Small Business Funding Program (UMK) for Fiscal Year
2026, including determining the audit fee and other terms for such substitute Public
Accountant and/or Public Accounting Firm.
Third Agenda Item:
To approve the granting of authority to :
a. The Majority Series B Shareholders or their proxies to determine, for members of the Board
of Commissioners; and
b. The Board of Commissioners, subject to prior written approval from the Majority Series B
Shareholders or their proxies, to determine, for members of the Board of Directors;
the salaries/honoraria, including facilities and allowances for Fiscal Year 2026, as well as
remuneration based on performance for Fiscal Year 2025, in accordance with applicable
regulations.
Fourth Agenda Item:
1. To approve the amendment of the Company’s Articles of Association in relation to the
reclassification of the Company’s shares, namely the conversion of 217,056,333 (two
hundred seventeen million fifty-six thousand three hundred thirty-three) Series B shares
owned by the Republic of Indonesia through the Ministry of State-Owned Enterprises into
Series A Dwiwarna shares, in order to comply with Law No. 16 of 2025 concerning the
Fourth Amendment to Law No. 19 of 2003 on State-Owned Enterprises.
2. To approve the amendment of the relevant provisions of the Company’s Articles of
Association in relation to the resolution stated in item 1 above.
3. To grant authority and power to the Board of Directors, with substitution rights, to
undertake all necessary actions in relation to the resolution of this Fourth Agenda Item,
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including preparing and restating the entire Articles of Association of the Company in a
notarial deed, as well as making amendments to the Company’s data and submitting them
to the relevant authorities to obtain approval and/or acknowledgment of notification of
amendments to the Articles of Association and changes in the Company’s data, and to
perform all actions deemed necessary and useful for such purposes without exception,
including making additions and/or amendments to the Articles of Association if required by
the competent authorities.
Fifth Agenda Item:
As the Fifth Agenda Item was for reporting purposes, no resolution was adopted.
The Board of Directors presented the Realization of the Use of Proceeds from the Capital
Increase with Pre-emptive Rights through Limited Public Offering II in 2021.
Sixth Agenda Item:
To approve the granting of authority and power to the Company’s Board of Commissioners,
subject to prior written approval from the majority Series B Shareholders or their proxies, to
approve the Company’s Long-Term Plan (RJPP) for 2026–2030 and the Company’s Work Plan
and Budget (RKAP) for 2027, including any amendments thereto. The approval of the RJPP for
2026–2030 and the RKAP for 2027 and their amendments shall be implemented in accordance
with good corporate governance principles and applicable regulations, taking into account
fairness and information disclosure principles, and shall be coordinated with the Series A
Dwiwarna Shareholders or their proxies for alignment with Government policy
Jakarta, 12 May 2026
Board of Directors
PT Waskita Karya (Persero) Tbk
Names mentioned 13 people and organisations named in the text · linked when the evidence is strong
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.1
unresolved
org
Ministry of State-Owned Enterprises
p.2 ×2
unresolved
org
Heliantono & Rekan
p.3 ×2
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12 Sep 2026 22:30
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