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SUMMARY OF MINUTES
SECOND ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT SEJAHTERA BINTANG ABADI TEXTILE Tbk (the “Company”)
The Board of Directors hereby informs the Company's Shareholders (“Shareholders”) that the Company has held an Second Annual General Meeting of
Shareholders, namely:
A. TIME AND PLACE:
Day/ Date : Tuesday, July 11, 2023
Time : 12.22 WIB s/d 13.41 WIB
Place : AXA Tower, Lantai 42, Jl. Prof. Dr. Satrio, Kav.18, Karet Kuningan, Setiabudi, Jakarta Selatan-12940
B. CHAIRMAN OF THE MEETING:
The meeting was chaired by Mr. MAMAY JAMALUDIN, as the President Commissioner and Independent Commissioner based on Article 22 paragraph 1
number (1) of the Articles of Association and the Minutes of the Meeting of the Board of Commissioners of the Company, dated 7 July 2023.
C. MEMBERS OF THE BOARD OF COMMISSIONERS AND THE BOARD OF DIRECTORS AT THE MEETING:
THE BOARD OF COMMISSIONERS
President Commissioner and Independent Commissioner : Mr. MAMAY JAMALUDIN
Commissioner : Mrs. MARTHA INTAN YAPUTRA
THE BOARD OF DIRECTORS
President Director : Mr. JEFRI JUNAEDI
D. SHAREHOLDERS ATTENDANCE QUORUM:
The applicable quorum shall apply the following Quorum provisions;
1. For all Agendas, the provisions of Article 23 paragraph 2 number (1) letter (b) and letter (c) of the Company's Articles of Association in conjunction with
Article 41 paragraph 1 letter (b) and letter (c) of OJK Regulation No.15/POJK apply. 04/2020 concerning the Plan and Implementation of the General
Meeting of Shareholders of a Public Company, that in the event that the quorum of the First Meeting is not reached, the secon d Meeting is valid and
has the right to make decisions if the Meeting is attended by more than 1/3 (one third) of the total shares. with valid voting rights present or represented.
And the decision of the Meeting is valid if it is approved by more than 1/2 (one half) of the total shares with voting rights present at the Meeting
2. Shareholders who attended the Annual General Meeting of Shareholders amounted to 1,864,633,804 (one billion eight hundred sixty four million six
hundred thirty three thousand eight hundred four) shares or representing 39.231% (thirty nine point two three one percent) of 4,752,933,307 (four billion
seven hundred fifty-two million nine hundred thirty-three thousand three hundred seven) shares which constitute all the shares of the Company that
have been issued by the Company. Therefore, this Meeting can be held and binding decisions can be made.
E. NUMBER OF SHAREHOLDERS WHO ASKED QUESTIONS AND / OR GIVEN OPINION RELATED TO THE AGENDA OF THE MEETING:
At the end of the discussion of each Meeting Agenda, the Chairperson of the Meeting provides an opportunity for the Shareholders or their proxies who are
present at the Meeting to ask questions and/or provide opinions or suggestions related to the Meeting Agenda being discussed.
There are no questions on any agenda of the Meeting which took place
F. MEETING PROCEDURES:
1) The Company's Annual Report including the ratification of the Financial Report and the Report of the Board of Commissioners for the 2022 financial year;
2) Determination of the use of the Company's net profit for the 2022 financial year;
3) Appointment of a Public Accountant Firm to audit the Company's Financial Statements for the 2023 financial year;
4) Granting power and authority to the Board of Commissioners of the Company to act on behalf of the General Meeting of Shareholders in determining the
division of duties and powers of the Board of Directors and determining remuneration for members of the Board of Directors and the Board of
Commissioners;
5) Report on the Use of Proceeds from the result of the conversion of Series I Warrants and Series II Warrant;
6) Approval of changes to the composition of the Company's Board of Directors.
7) Approval of amendments to Article 17 paragraph 6 letters (a) and (b) of the Company's Articles of Association to comply with Article 20 POJK No.14/2022.
G. MECHANISM FOR MEETING DECISIONS:
In accordance with the Meeting Rules of Procedure, decisions are made based on deliberation to reach consensus. In the event that a decision based on
deliberation for consensus is not reached, the decision is taken by voting, where the decision of the Meeting is valid if it is approved with the quorum provisions
as stated above.
H. DECISIONS OF THE MEETING:
a. First Meeting Agenda
The Company's Annual Report includes the Ratification of the Financial Statements and the Supervisory Report of the Company's Board of
Commissioners for the Financial Year 2021.
Page 2
Vote Calculation Results:
Do not Agree Abstain Totally Agree
Share % Share % Share %
47.376.700 2,8 0 0 1.639.736.814 97,2
Accordingly, the Meeting with a majority vote decided to approve:
Approved, receive and ratify the company's annual report and financial statements consisting of the balance sheet and profit and loss
account for the financial year 2022, and the report from the Board of Commissioners for the financial year 2022, as well as provide full
settlement and release of responsibilities (acquit at de charge) to all members of the Board of Directors and Commissioners the Company
for the actions and supervision they have carried out during the 2022 financial year, to the extent that such actions are reflected in the
annual report, except for acts of fraud, embezzlement or other criminal acts.
b. Second Meeting Agenda
Approval of the use of the Company's net profit for the financial year 2022.
Vote Calculation Results:
Do not Agree Abstain Totally Agree
Share % Share Share % Share
47.376.700 2,8 0 0 1.639.736.814 97,2
Accordingly, the Meeting with a majority vote decided to approve
Approved that there is no mandatory reserve and no distribution of dividends.
c. Third Meeting Agenda
Approval of Appointment of Public Accountant and/or Public Accounting Firm to audit the Company's Financial Statements for the 2023 financial
year
Vote Calculation Results:
Do not Agree Abstain Totally Agree
Share % Share Share % Share
47.376.700 2,8 0 0 1.639.736.814 97,2
Accordingly, the Meeting with a majority vote decided to approve
1. Approved the appointment of the Public Accounting Firm of Morhan and Partners or other Public Accounting Firms to audit the
Company's Financial Statements for the 2023 financial year and authorize the Company to determine the honorarium of the Public
Accountant and other requirements for its appointment.
2. Granting authority and power to the Board of Commissioners of the Company to appoint and assign another Independent Public
Accountant Firm registered with the Financial Services Authority to audit the Company's Financial Statements for the financial year
ending 31 December 2023 for the purposes of the company's interests if for any reason the Accounting Firm The public MORHAN
AND PARTNERS are unable to carry out their duties;
3. Granting authority and power to the Board of Commissioners of the Company to determine the honorarium or amount of audit
services and other requirements for the MORHAN AND PARTNER Public Accounting Firm or the other appointed Independent Public
Accounting Firm.
d. Fourth Meeting Agenda
Granting power and authority to the Board of Commissioners of the Company to act on behalf of the General Meeting of Shareholders in terms of
determining the division of duties and authorities of the Board of Directors and determining remuneration for members of the Board of Directors
and Board of Commissioners.
Vote Calculation Results:
Do not Agree Abstain Totally Agree
Share % Share Share % Share
47.376.700 2,8 0 0 1.639.736.814 97,2
Accordingly, the Meeting by deliberation to reach a consensus with a vote of 100% (one hundred percent) of the shares present decided to approve:
Approve and authorize the Board of Commissioners to act on behalf of the General Meeting of Shareholders in terms of determining the duties and
authorities of the Board of Directors as well as determining the Honorarium and other Allowances for the Board of Commissioners and Board of
Directors of the Company for the 2023 financial year, as well as authorizing the Commissioner who carries out duties as the Nomination Committee
and the Company's remuneration to determine the amount of remuneration among members of the Board of Commissioners with a maximum
increase of 5% from last year, taking into account the Company's financial condition
e. Fifth Meeting Agenda
Report on the Use of Proceeds from the result of the conversion of Series I Warrants and Series II Warrant;
Report only, there is no voting in the agenda of this Meeting.
f. Sixth Meeting Agenda
Approval of changes to the composition of the Company's Board of Directors.
Page 3
Vote Calculation Results:
Do not Agree Abstain Totally Agree
Share % Share Share % Share
47.376.700 2,8 0 0 1.639.736.814 97,2
Accordingly, the Meeting with a majority vote decided to approve:
1) Approved to accept the application for resignation of Mr. JEFRI JUNAEDI from his position as President Director of the Company;
2) Approved the release and discharge of full responsibility (acquit et de charge) to Mr. JEFRI JUNAEDI, for the supervisory actions he
carried out during his tenure until the closing of this Meeting, as long as these actions are reflected in the books of the Company and
keeping in mind the approval of the General Meeting of Shareholders of the Company;
3) Approve Mr. JAYA JAYANDI ARTANA's new President Director for a term of office ending the same as the remaining term of office of
the Company's current Board of Commissioners, namely as of the date of this decision until the closing of the Annual General Meeting
of Shareholders for the 2024 financial year (two thousand twenty four) held in 2025 (two thousand twenty five)
4) Approved to accept the application for resignation of Mr. FREDERICO ALDYMORO from his position as President Director of the
Company;
5) Approved the release and discharge of full responsibility (acquit et de charge) to Mr. FREDERICO ALDYMORO, for the supervisory
actions he carried out during his tenure until the closing of this Meeting, as long as these actions are reflected in the books of the
Company and keeping in mind the approval of the General Meeting of Shareholders of the Company;
6) Approve Mr. REZA MARZUKI's new Director for a term of office ending the same as the remaining term of office of the Company's
current Board of Commissioners, namely as of the date of this decision until the closing of the Annual General Meeting of Shareholders
for the 2024 financial year (two thousand twenty four) held in 2025 (two thousand twenty five)
So that the new composition of the Company's Board of Directors is as follows:
Directors:
President Director : Mr. JAYA JAYANDI ARTANA
Director : Mr. REZA MARZUKI
And furthermore to give power and authority with substitution rights to the Board of Directors of the Company, to take all necessary
actions in connection with the above-mentioned decisions, to include and reaffirm the decision to change the Company's data in a deed
made before a Notary (Deed of Meeting Resolutions), which then request approval of the changes to the Company's data at the
authorized agency, and take all and every necessary action in connection with the decision in accordance with the applicable laws and
regulations and no action is excluded.
7) Approved the granting of power and authority to the new Board of Directors of the Company to declare the change in the composition
of the Company's shareholders based on the report from the Securities Administration Bureau (BAE) of PT FICOMINDO BUANA
REGISTRAR, and take all necessary actions and actions in connection with the change in the composition of shareholders, including
but not limited to: not limited to being present before a Notary to state or restate this decision in the form of a deed, provide explanations
to, prepare, sign the documents required to submit any application in order to obtain approval from, reporting/notification to the
authorized agency (if needed) and adjust the decisions above with the approval of the relevant agencies (if necessary)
g. Seven Meeting Agenda
Approval of changes to the composition of the Company's Board of Commissioners.
Vote Calculation Results:
Do not Agree Abstain Totally Agree
Share % Share Share % Share
47.376.700 2,8 0 0 1.639.736.814 97,2
Accordingly, the Meeting with a majority vote decided to approve:
1. Approved the changes to Article 15 paragraph 6 letters (a) and (b) of the Company's Articles of Association to comply with Article 20 of OJK
Regulation Number 14/POJK.04/2022 concerning Submission of Periodic Financial Reports of Issuers or Public Companies.
2. Approved to grant power and authority with substitution rights to the Board of Directors of the Company, to take all necessary actions in
connection with the above decision, to set forth and reaffirm the decision to change the Company's data in a deed made before a Notary (Deed of
Meeting Resolutions), who then requests approval for changes to the Company's data from the competent authority, and takes all and any
necessary actions in connection with the decision in accordance with the applicable laws and regulations and no action is excluded.
Thus the summary of the minutes of this meeting was prepared as presented in the Meeting.
Jakarta, July 13, 2023
PT Sejahtera Bintang Abadi Textile Tbk
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