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20230704_ERTX_Ringkasan Risalah//Risalah RUPS_31337044_lamp3.pdf

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Page 1
           P.T. ERATEX DJAJA Tbk.


                                  SUMMARY MINUTES OF
                  ANNUAL GENERAL MEETING OF SHAREHOLDERS
                           PT. ERATEX DJAJA Tbk. (“Company”)


A. Annual General Meeting of Shareholders ("Meeting") of the Company was held on Friday,
   30th June, 2023 at PT Eratex Djaja Tbk, Surabaya, Spazio Building 3rd Floor, Unit 319-321,
   Graha Festival Kav.3, Graha Family, Jl. Mayjend Yono Soewoyo, Surabaya, time 10.01 –
   10.44 West Indonesian Time.

B.   Agenda of the Annual General Meeting of Shareholders
     1.   Report of the Board of Directors for the year 2022
     2.   Report on the Board of Commissioners’s Supervisory Responsibility for the year 2022
     3.   Approval on the Annual Report and Legalization of the Audited Consolidated
          Financial Statement for the year of 2022
     4.   Appointment of Public Accountant for auditing Financial Report of 2023
     5.   Remuneration for the Board of Commissioners and Board of Directors
     6.   Approval on the change of composition of Board of Directors
     7.   Approval on allocation of net profit 2022
     8.   Approval on the change of Company’s Article of Association based on new OJK
          regulation No. 14/POJK.04/2022 regarding submission of periodic financial reports of
          Issuers or public companies
     9.   To gives authority and power with substitution rights to the Board of Directors to
          process in a separate Meeting Decision Statement in a Notarial Deed related to change
          of composition of BoD structure and the changes of Company’s Articles of
          Association and perform all the necessary actions which will be required to get the
          legalization for change of composition of BoD Structure and the changes of
          Company’s article of association


C. Board of Commissioners and Directors attendance with details as follows:
    Physical Attendance
    Mr. Mandeep Singh                      : Director
    Mr. Tonny Poernomo                     : Independent Commissioner
   
    Electronic Attendance (via video conferencing)
    Ms. Marissa Jeanne Maren Baragar        : President Director
    Mr. Chittaranjan Gokal                   : Director

D. Shareholders Quorum Attendance:
   Meeting has been attended by Shareholders or their valid Proxies from 1,237,023,292
   shares or equal to 96,15% from the total 1,286,539,792 shares issued and paid-up.

E.   Question and Answer Session
     The Shareholders and/or their proxies given opportunities to ask questions and/or gives their
     opinion in the Meeting agenda.

F.   Decision Making Mechanism
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           P.T. ERATEX DJAJA Tbk.

    Decision is taken by consensus. In the event that consensus is not reached then decision is
    taken by voting. (With the current e-rups eASY.KSEI, all physical and electronic votes are
    entered and counted in the eASY.KSEI system)


Decision of the Meeting

Agenda 1 : Report of the Board of Directors for the year 2022
Shareholders raised questions          Agree               Abstain                Disagree
           None                 1,237,023,292                0                       0
                                (96,15%)
Decision:
Approve Report of the Board of Directors for the year 2022

Agenda 2 : Report on the Board of Commissioners’s Supervisory Responsibility for the year
2022
 Shareholders raised questions         Agree             Abstain              Disagree
            None                1,237,023,292               0                     0
                                (96,15%)
Decision :
Approve Report on the Board of Commissioners’s Supervisory Responsibility for the year 2022

Agenda 3 : Approval on the Annual Report and Legalization of the Audited Consolidated
Financial Statement for the year of 2022
  Shareholders raised questions           Agree                Abstain             Disagree
              None                 1,237,023,292                   0                   0
                                   (96,15%)
Decision :
Approval the Annual Report of PT Eratex Djaja Tbk for the year 2022; and legalize the Audited
Consolidated Financial Statement of PT Eratex Djaja Tbk. that has been audited by Auditor
Valiant Great Ekaputra, CA, CPA from KAP Gideon Adi & Rekan for the year ending 31st
December 2022 with “fairly, in all material respects”. And in so doing, it will “acquit et de
charge” honorably all the Board of Directors and the Board of Commissioners from all liabilities
for their actions during the fiscal year 2022 as long as it is reflected in the Annual Report and
Audited Consolidated Financial Statements of PT. Eratex Djaja Tbk for 2022.
.

Agenda 4 : Appointment of Public Accountant for auditing Financial Report of 2023
Shareholders raised questions          Agree          Voting Result             Agree
            None                1,237,023,292                 0                    0
                                (96,15%)
 Decision :
    a. To appoint Bp. Adi Santoso, CPA from KAP Paul Hadiwinata, Hidajat, Arsono, Retno,
        Palilingan & Rekan to perform audit to the Company’s Financial Report for the fiscal
        year 2023.
    b. To give authority to the Board of Commissioners to appoint replacement in the event
        when the appointed public accountant and/or the public account firm could not execute
        or continue the assignment, as long as the replacement is officially registered in
        Financial Services Authority.
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           P.T. ERATEX DJAJA Tbk.

     c.   To authorize the Board of Director to decide the fee related to this appointment

Agenda 5 : Remuneration for the Board of Commissioners and Board of Directors
 Shareholders raised questions         Agree         Voting Result            Agree
            None                1,237,023,292               0                   0
                                (96,15%)
Decision :
To give the Board of Commissioners authorization to determine the remuneration of Board of
Commissioners and Directors with compliance to the mechanism applied in the Company

Agenda 6 : Approval on the change of composition of Board of Directors
Shareholders raised questions            Agree              Abstain             Disagree
             None                 1,237,023,292                0                     0
                                  (96,15%)
Decision :
    a. Approve and accept the resignation of Mr. Vinod Sureka and express our high
        appreciation and gratefullness for all his service and work rendered during his term
        office, and at the same time also gives him acquit et de charge for all his act and
        conduct in performing his executive management function in the Company as long as it
        is reflected in the Annual Report of the Company.
    b. Approve the appointment of Mr. Manish Virmani as a new Director of the Company
        with the office term until the closing of Annual General Meeting of shareholders in
        2025.
        Therefore, the new composition of the Board of Directors by the closing of this meeting
        will be as follows:
        Board of Directors:
        - President Director     : Ms. Marissa Jeanne Maren Baragar
        - Director               : Mr. Chittaranjan Gokal
        - Director               : Mr. Mandeep Singh
        - Director              : Mr.Manish Virmani

Agenda 7 : Approval on allocation of net profit 2022
Shareholders raised questions            Agree             Abstain         Disagree
            None                  1,237,023,292              0                0
                                  (96,15%)
Decision :
Approval on allocation of net profit 2022, as follows :
    a. 10% from the net profit 2022 of USD 3,916,193 or equal to USD 391,619 to be
        allocated for reserve fund as per stipulated and regulated in Article No. 70 of
        Indonesian Limited Liability Law no. 40 year 2007;
    b. amount USD 1,000,000 distributed to all legal shareholders of Company as cash
        dividends and to use BI Middle Rate on 3rd July 2023 for the conversion to IDR
        amount;
    c. amount USD 2,524,574 for Company’s capital purpose;

Agenda 8 : Approval on the change of Company’s Article of Association based on new OJK
regulation No. 14/POJK.04/2022 regarding submission of periodic financial reports of Issuers or
public companies
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           P.T. ERATEX DJAJA Tbk.

Shareholders raised questions           Agree                Abstain              Disagree
           None                  1,237,023,292                 0                     0
                                 (96,15%)
Decision :
Change Article 20 paragraph 6 of Company’s Articles of Association
Originally written as :
"The company is required to announce the balance sheet and profit/loss report in Indonesian
language newspapers and have national circulation in accordance with the laws and regulations
in force in the capital market sector"

To be written as :
"The company is required to announce Periodic Financial Reports on the Exchange website and
the Company's website or in accordance with applicable regulations"

Agenda 9 : To gives authority and power with substitution rights to the Board of Directors to
process in a separate Meeting Decision Statement in a Notarial Deed related to change of
composition of BoD structure and the changes of Company’s Articles of Association and
perform all the necessary actions which will be required to get the legalization for change of
composition of BoD Structure and the changes of Company’s article of association
 Shareholders raised questions          Agree                 Abstain             Disagree
              None               1,237,023,292                   0                    0
                                 (96,15%)
Decision :
approve to give authority and power with substitution rights to the Board of Directors to process
in a separate Meeting Decision Statement in a Notarial Deed related to change of composition of
BoD structure and the changes of Company’s Articles of Association and perform all the
necessary actions which will be required to get the legalization for change of composition of
BoD Structure and the changes of Company’s article of association



SCHEDULE AND PROCEDURES OF CASH DIVIDEND PAYMENT

Based on the decision of Seventh Agenda in the Annual GMS of PT Eratex Djaja Tbk
(“Company”), hereby announces that the Company has decided to do the Cash Dividend for the
2022 Financial Year with the amount USD 1,000,000 distributed to all legal shareholders of
Company as cash dividends and to use BI Middle Rate on 3rd July 2023 for the conversion to IDR
amount (USD 1 = Rp.15,000) or equivalent to Rp. 15,000,000,000 then shall be distributes in the
form of Cash Dividend to 1.286.539.792 shares, or Rp.11,66 per share to the shareholders who
entitled to it.

A.    Schedule of Cash Dividend Distribution
      No.            Remarks                    Date
      1.   Regular and Negotiation Market
            Cum Dividend                    10th July 2023
            Ex Dividend                     11th July 2023
      2.   Cash Market
            Cum Dividend                    12th July 2023
            Ex Dividend                     13th July 2023
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            P.T. ERATEX DJAJA Tbk.

       3.    Recording Date                       12th July 2023
       4.    Payment of Cash Divident           2nd August 2023

B.     Procedures of Cash Dividend Distribution
     1. Cash Dividend will be distributed to all Shareholders whose names are registered in the
        Company’s Register of Shareholders on 12th July 2023 (recording date)
     2. For Shareholders whose shares are included in the Collective Custody in PT Kustodian
        Sentral Efek Indonesia (“KSEI”), the cash dividend shall be distributed through KSEI and
        distributed to the securities account of the Securities Companies and/or the Custodian
        Banks.
     3. For Shareholders whose shares are not included in collective custody in KSEI, the cash
        dividends will be transferred to the bank account of the respective Shareholders after
        receiving complete bank account information from the relevant Shareholders.
     4. The aforesaid cash dividend is subject to deduction of tax applicable under the prevailing
        Indonesian tax regulations. The amount of tax will be borne by the relevant shareholder
        and the same will be deducted from the amount of cash dividend the relevant shareholder is
        entitled to.
     5. Shareholders who are Foreign Tax Payers and who intend to use the tax deduction rates
        based on Agreement for Avoidance of Double Taxation, shall be obliged to fulfill the
        requirements of the Regulation of Director General of Taxes no. PER-25/PJ/2018 dated 21
        November 2018 and submit a digital copy (soft copy) of the document of proof of DGT /
        SKD receipt that has been uploaded to the DGT's website for the Foreign Tax Payer to
        KSEI or the Share Registrars in accordance with KSEI's provisions and regulations
        regarding the deadline for submission of the said document. Without the
        aforesaid document, the cash dividend payment will be subject to income tax article 26 rate
        of 20%


                                      Jakarta, 4th July, 2023
                                      The Board of Directors

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