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20230802_KRAS_Ringkasan Risalah//Risalah RUPS_31357354_lamp2.pdf
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ANNOUNCEMENT OF SUMMARY
OF THE MINUTES OF THE ANNUAL GENERAL MEETINF OF SHAREHOLDERS
FOR THE 2022 FINANCIAL YEAR OF “PERUSAHAAN PERSEROAN (PERSERO)
PT. KRAKATAU STEEL Tbk” or “PT. KRAKATAU STEEL (PERSERO) Tbk”
In compliance with the provisions of Articles 49 paragraph (1) and Article 51 of the Financial
Services Authority (Otoritas Jasa Keuangan/ OJK) Regulation No. 15/POJK.04/2020 on the
Planning and Implementation of the General Meeting of Shareholders for Public Companies
(hereinafter referred to as “POJK No. 15”), the Board of Directors of PT KRAKATAU STEEL
(PERSERO) Tbk (hereinafter referred to as the “Company”) hereby notify the shareholders that
the Company has held the Annual General Meeting of Shareholders for the 2022 Financial Year
(hereinafter referred to as the “Meeting”), namely:
(A). On :
Day/Date : Monday/July 31, 2023
Time : 14.49 Western Indonesian Time until 16.05 Western Indonesian Time
Venue : Financial Hall, Graha CIMB Niaga 2nd Floor, Jalan Jenderal Sudirman,
Kav. 58, Jakarta
Meeting Agenda:
1. Approval of the Company’s Annual Report and Ratification of the Company's Consolidated
Financial Statements, Approval of the Supervision Duty Report of the Board of
Commissioners and Ratification of the Financial Report of the Micro and Small Business
Funding Program (PUMK) for the 2022 Fiscal Year, as well as the Granting of Full Discharge
and Release of Liability (volledig acquit et de charge) to the Board of Directors for the
Management and Supervision that has been carried out during the 2022 Financial Year.
2. Approval for the Use of the Company's Net Profit for the 2022 Financial Year.
3. Determination of the Tantiem for the Financial Year of 2022, Salary for Board of Directors
and Honorarium for Board of Commissioners including other Facilities and Benefits for the
year of 2023.
4. Appointment of a Public Accounting Firm (Kantor Akuntan Publik/ KAP) to Audit the
Company's Consolidated Financial Statements and the Financial Statements for the
Implementation of the Company's Micro and Small Business Funding Program for the 2023
Financial Year.
5. Approval of the Extension of the Delegation of Authority to the Board of Commissioners to
State the Certainty on the Amount of Capital and Number of New Shares Resulting from the
Conversion of Mandatory Convertible Bonds ("MCB") and to Take All Necessary Actions
Including Determining the Time, Method and Amount of Additional Capital of the MCB
Issuer in the Context of Converting the MCB into Convertible Shares.
6. Enforcement of the Minister of State-Owned Enterprises of the Republic of Indonesia
Regulation:
a. PER-01/MBU/03/2023 dated March 03, 2023 concerning Special Assignments and Social
and Environmental Responsibility Programs for State-Owned Enterprises and the
Amendments;;
b. PER-02/MBU/03/2023 dated March 03, 2023 concerning Guidelines for the Governance
and Significant Corporate Activities of State-Owned Enterprises;
c. PER-3/MBU/03/2023 dated March 20, 2023 concerning Organizations and Human
Resources of State-Owned Enterprises and the Amendments.
7. Approval on the changes in the composition of the Board of Commissioners and the Board
of Directors of the Company.
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(B). Members of the Board of Directors and Board of Commissioners present in the Meeting :
BOARD OF DIRECTORS
President Director : Purwono Widodo;
Director of Human Capital : Sriyani Puspa Kinasih;
Direktur of Finance and Risk Management : Tardi;
Direktur of Infrastructure and Business Support : Djoko Muljono;
Direktur Business Development and Portfolio : Agus Nizar Vidiansyah.
BOARD OF COMMISSIONERS
President Commissioner : Suhanto;
Commissioner : I Gusti Putu Suryawirawan;
Commissioner : Yudha Mediawan;
Independent Commissioner : David Pajung;
Independent Commissioner : Tjuk Agus Minahasa.
(C). The Meeting was attended by a total of 15,683,169,921 shares with valid voting rights or
81.065% of the total shares with valid voting rights issued by the Company.
(D). In the Meeting, shareholders and/or their proxies were given the opportunity to ask
questions and/or provide opinions regarding the Meeting agenda.
(E). Agenda I : There was 1 (one) question that has been answered
properly by the Board of Directors of the Company
Agenda II : no questions.
Agenda III : no questions.
Agenda IV : no questions.
Agenda V : no questions.
Agenda VI : no questions.
Agenda VII : no questions.
(F). The decision-making mechanism in the Meeting is as follows:
Meeting resolutions are made by way of deliberation for consensus. If deliberation to reach
consensus is not obtained, it is carried out through voting.
(G). The results of the resolution carried out through voting :
Agenda I:
Agree Abstain Disagree
15,488,003,603 votes or 2,975,100 votes or 0.018% 192,191,218 votes or
98.755% of the total shares of the total shares with valid 1.225% of the total shares
with valid voting rights present voting rights present at the with valid voting rights
at the Meeting. Meeting. present at the Meeting.
Resolution of Agenda I:
1. Approving the Company’s Annual Report including the Report on the Supervisory
Duties of the Board of Commissioners for 2022 Financial Year and the ratification
of the Company’s consolidated Financial Statement which includes the Report on
the Implementation of Social and Environmental Responsibility Program ending on
December 31, 2022, and has been audited by KAP Tanudiredja, Wibisana, Rintis &
Rekan (PwC) as stated in their report No: 01137/2.1025/AU.1/04/1122-
1/1/VI/2023 dated June 28, 2023, with the opinion, “Fair, in all material respects
and provide full release and discharge (volledig acquit et de charge) to all
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members of the Board of Directors and Board of Commissioners of the Company
for their management and supervisory actions that have been carried out during
the Financial Year ending December 31, 2022 , as long as the action is not a
criminal act and has been reflected in the Company's Report.
2. Ratification of the restatement of the Company's Financial Statements for the year
ended 31 December 2019, the year ended 31 December 2020 and the year ended
31 December 2021 as audited by KAP Tanudiredja, Wibisana, Rintis & Partners
(PwC) as contained in the report Number: 01137/2.1025/AU.1/04/1122-
1/1/VI/2023 dated June 28, 2023.
3. Ratifcation of the Financial Report of the Micro and Small Business Funding
Program for the books ending December 31, 2022 which are part of the Social and
Environmental Responsibility Report as audited by the Tanudiredja, Wibisana,
Rintis & Partners (PwC) Public Accounting Firm as published in its report Number:
01161/2.1025/AU.2/11/1122-1/1/VII/2023 dated July 4, 2023 with the opinion
"Fair, in all material respects, and provide full release and discharge of
responsibility (volledig acquit et de charge) to all members of the Board of
Directors and Board of Commissioners of the Company for their actions in
managing and supervising the Micro and Small Business Funding Program which
have been carried out during the Financial Year ending December 31, 2022, as
long as the action is not a criminal act and have been reflected in the Company's
Report”.
Agenda II:
Agree Abstain Disagree
15,682,883,021 votes or 1,000 votes or 0.000% of 285,900 votes or 0.001% of
99.998% of the total shares the total shares with valid the total shares with valid
with valid voting rights present voting rights present at the voting rights present at the
at the Meeting. Meeting. Meeting.
Resolution of Agenda II:
Determining the use of the Company's net profit in the amount of USD22.644,00
million for the 2022 financial year entirely as the Company's reserves.
Agenda III:
Agree Abstain Disagree
15,682,469,621 votes or 1,200 votes or 0.000% of 699,100 votes or 0.004% of
99.995% of the total shares the total shares with valid the total shares with valid
with valid voting rights present voting rights present at the voting rights present at the
at the Meeting. Meeting. Meeting.
Resolution of Agenda III:
1. Granting authority and power to the Series A Dwiwarna Shareholder to determine the
honorarium, benefits, facilities and other incentives for the Board of Commissioners for
2023 and to determine the amount of tantiem for the 2022 Financial Year.
2. Granting authority and power to the Board of Commissioners by first obtaining written
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approval from the Series A Dwiwarna Shareholder to determine the salaries, benefits,
facilities and other incentives for the Board of Directors for 2023 and to determine the
amount of bonus for the 2022 Financial Year.
Agenda IV:
Agree Abstain Disagree
15,678,291,170 votes or 3,084,900 votes or 0.019% 1,793,851 votes or 0.011%
99.968% of the total shares of the total shares with valid of the total shares with valid
with valid voting rights present voting rights present at the voting rights present at the
at the Meeting. Meeting. Meeting.
Resolution of Agenda IV:
1. Granting authority and power to the Board of Commissioners with the approval of
the Series A Dwiwarna Shareholders to appoint a Public Accounting Firm (KAP) to
audit the Company's Consolidated Financial Statements for the 2023 Fiscal Year,
audit Performance Evaluation Reports and Compliance Audits as well as Financial
Statements of the Company’s Micro and Small Business Funding Program (PUMK)
ending on December 31, 2023.
2. Granting authority and power to the Board of Commissioners to determine the
amount of fees for audit services and other reasonable requirements for the Public
Accounting Firm (KAP), including determining a replacement KAP if the appointed
KAP, for any reason, is unable complete the audit of the Company's Financial
Statements and the Financial Statements of the PUMK Funding Program for the 2023
Financial Year, as well as determining the fee for audit services and other terms for
the replacement KAP.
Agenda V:
Agree Abstain Disagree
15,488,099,503 votes or 111,200 votes or 0.000% of 194,959,218 votes or
99.756% of the total shares the total shares with valid 1.243% of the total shares
with valid voting rights present voting rights present at the with valid voting rights
at the Meeting. Meeting. present at the Meeting.
Resolution of Agenda V:
1. Granting authority and power to the Board of Commissioners of the Company to
declare the certainty of the amount of capital and the number of new shares
resulting from the conversion of MCB and to take all necessary actions, including
determining the time, method and amount of the Company's capital increase.
2. Granting power and authority with substitution rights to the Board of Directors of the
Company with the approval of the Board of Commissioners to make, negotiate and
sign any and all documents for the issuance of the MCB and the implementation of
conversion of the MCB into Company's capital with the above mentioned Capital
Increase mechanism, including but not limited to determining the conversion price of
the MCB into the Company's capital which is considered good by the Board of
Directors, take all and every necessary action in relation to matters relating to the
Capital Increase, make or request all necessary deeds, letters or documents, be
present before authorized parties/officials including Notary and/or reporting and
carrying out the necessary registration to the competent authorities related to the
issuance of the MCB and the Company's capital increase with the said Capital
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Increase mechanism, submit applications to authorized parties/officials as referred to
under the applicable laws and regulations, the granting of power and authority is
without any exceptions with due regards to the provisions of the applicable laws and
regulations including regulations in the Capital Market sector
Agenda VI:
Agree Abstain Disagree
15,682,883,021 votes or 111,000 votes or 0.000% of 175,900 votes or 0.001% of
99.998% of the total shares the total shares with valid the total shares with valid
with valid voting rights present voting rights present at the voting rights present at the
at the Meeting. Meeting. Meeting.
Resolution of Agenda VI:
Enforcement of the Minister of State-Owned Enterprises of the Republic of Indonesia
Regulation:
a. Minister of State-Owned Enterprises Regulation Number PER-01/MBU/03/2023
concerning Special Assignments and Social and Environmental Responsibility
Programs for State-Owned Enterprises;
b. Minister of State-Owned Enterprises Regulation Number PER-02/MBU/03/2023
concerning Guidelines for the Governance and Significant Corporate Activities of
State-Owned Enterprises; and
c. Minister of State-Owned Enterprises Regulation Number PER-3/MBU/03/2023
concerning Organizations and Human Resources of State-Owned Enterprises.
Along with the amendments in the future.
Agenda VII:
Agree Abstain Disagree
15,487,918,603 votes or 196,200 votes or 0.001% of 195,055,118 votes or
99.755% of the total shares the total shares with valid 1.243% of the total shares
with valid voting rights present voting rights present at the with valid voting rights
at the Meeting. Meeting. present at the Meeting.
Resolution of Agenda VII:
1. Honorably discharging Ms. Melati Sarnita as the Commercial Director of the
Company who was appointed based on the Decision of the 2018 Annual GMS, with
gratitude for the contribution of energy and thoughts while holding the position.
2. Appointing Mr. Muhammad Akbar Johan as the Commercial Director of the
Company.
3. The term of office of the Member of the Board of Directors who is appointed as
referred to in number 2, is in accordance with the provisions of the Company's
Articles of Association with due observance of the laws and regulations in the
Capital Market sector and without prejudice to the right of the GMS to dismiss at
any time.
4. With the discharge and appointment of member of the Board of Directors as
referred to in number 1 and number 2, the composition of the members of the
Board of Directors and Board of Commissioners of the Company is as follows:
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a. Board of Directors
1) President Director : Purwono Widodo
2) Direktur Human Capital : Sriyani Puspa Kinasih
3) Direktur Finance and
Risk Management : Tardi
4) Direktur of Commercial : Muhamad Akbar Djohan
5) Direktur Infrastructure and
Business Support : Djoko Muljono
6) Direktur of Business Development
and Portfolio : Agus Nizar Vidiansyah
b. Board of Commissioners
1) President Commissioner : Suhanto
2) Independent Commissioner : Isfan Fajar Satryo
3) Commissioner : I Gusti Putu Suryawirawan
4) Commissioner : Yudha Mediawan
5) Independent Commissioner : David Pajung
6) Independent Commissioner : Tjuk Agus Minahasa
5. Member of the Board of Directors who is appointed as referred to in number 2 who
is still serving in other positions prohibited by laws and regulations from
concurrently serving as member of the Board of Directors of State-Owned
Enterprises, then the person concerned must resign or be dismissed from his/her
position.
6. Granting power of attorney with substitution rights to the Board of Directors of the
Company to state what was decided by this GMS in the form of a Notarial Deed
and before a Notary or authorized official, and make necessary adjustments or
improvements if required by the competent party for the purposes of implementing
the contents of the Meeting's resolutions.
Jakarta, July 31, 2023
PT KRAKATAU STEEL (PERSERO) Tbk
Board of Directors
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