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20230704_MGLV_Ringkasan Risalah//Risalah RUPS_31336883_lamp2.pdf
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PT. PANCA ANUGRAH WISESA TBK
ANNOUNCEMENT OF SUMMARY OF MINUTES OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT PANCA ANUGRAH WISESA Tbk
(“COMPANY”)
In order to fulfill the provisions of Article 49 paragraph (1) and Article 51
paragraph (1) of the Financial Services Authority Regulation No.
15/POJK.04/2020 concerning the Plan and the Implementation of the General
Meeting of Shareholders of Public Company ("POJK 15/2020"), the Board of
Directors of the Company hereby announce the Summary of Minutes of the
Company's Annual General Meeting of Shareholders ("Meeting") as follows:
A. The Meeting of the Company has been held on:
Day/Date : Friday, June 30, 2023;
Time : 09.16’ BBWI until 10.04’ BBWI;
Place : Hotel Kuretakeso Kemang
Jl. Bangka Raya No. 7 A, RW. 7, Kel. Pela Mampang,
Kec. Mampang Prapatan, South Jakarta City, Special
Capital Region of Jakarta, 12730.
B. Agenda of the Meeting are as follows:
1. Approval and ratification of the Annual Report for the financial year
ended December 31, 2022, which consists of:
a. Report on the management of the Company by the
Board of Directors and the Report on the supervision of the
Company by the Board of Commissioners for the financial
year ended on December 31, 2022;
b. Financial Statements and ratification of the balance sheet as
well as the calculation of profit and loss for the financial year
ended on December 31, 2022 as well as granting and release
and full acquittal (acquit et de charge) to all members of the
Board of Directors and members of the Board of
Commissioners of the Company for the management and
supervision actions they have taken for the financial year
ended on December 31, 2022.
2. Determination of the Company's profit and loss for the financial
year ended on December 31, 2022.
3. Determination of the amount of salary and other benefits for
members of the Board of Directors and members of the Board of
Commissioners of the Company.
4. Appointment of Public Accountant who will audit the Company's
financial statements for the financial year ended on December 31,
2023.
5. Changes to Article 3 Purpose and Objectives and Business
Activities of the Company.
C. The Board of Commissioners and Board of Directors the Company
present at this Meeting are as follows:
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PT. PANCA ANUGRAH WISESA TBK
BOARD OF COMMISSIONERS:
President Commissioner : Mr. KEVIN RAHARDJA;
Commissioner : Mrs. SRI RAHAYU.
BOARD OF DIRECTORS:
Director : Mr. ANDRY MULYONO.
D. Based on the attendance list of the shareholders of the Meeting, the
recorded number of shares present or represented in the Meeting is
1.499.999.900 shares, which constitute 78,7450% from the total amount
of shares that have been issued by the Company, which have valid
voting rights as required by the Company's articles of association and
POJK 15/2020.
E. The Company has provided opportunities for the shareholders and the
proxy of shareholders to raised questions and/or provide opinions prior
to the adoption of resolution for each agenda item of the Meeting.
F. In the Meeting, there were no shareholders or proxy of shareholders who
raised questions and/or provided opinions regarding each agenda item
of the Meeting.
G. The mechanism of adopting resolution of Meeting:
1. The mechanism of adopting resolution of Meeting was conducted
in amicable manner. If no amicable resolution is reached, voting
system is implemented in the Meeting through open voting system.
2. Shareholders were allowed to vote through Electronic General
Meeting System KSEI (eASY.KSEI) provided by PT KUSTODIAN
SENTRAL EFEK INDONESIA (“KSEI”).
3. Based on Article 11 paragraph 49 of the Company's Articles of
Association and Article 47 of POJK 15/2020, shareholders with
valid voting rights and have been present, both physically and
electronically at the Meeting, but have not exercised their voting
rights or abstained, are considered valid to attend the Meeting and
cast the same vote as the majority of the voting shareholders by
adding the said vote to the votes of the majority of the voting
shareholders.
H. Voting results:
At the time of adopting the proposed resolutions for each agenda of the
Meeting, there were no shareholders and the proxy of the shareholders
who raised objections (disagreed) or cast vote of abstinence, therefore
all resolutions on the agenda of the Meeting were taken by unanimous
vote.
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PT. PANCA ANUGRAH WISESA TBK
I. Resolutions of the Meeting:
FIRST AGENDA OF THE MEETING:
Approved and ratified the Annual Report for the financial year ended on
December 31, 2022, which consists of:
a. Report on the management of the Company by the Board of
Directors and Report on the course of supervision of the Company
by the Board of Commissioners during the financial year of 2022;
b. Financial Statements and Balance Sheet and calculation of profit
and loss for the financial year ended on December 31, 2022;
thereby agree to grant full release and settlement (acquit et de charge)
to the members of the Board of Directors and members of the Board of
Commissioners of the Company for the management and supervisory
actions they have taken during the financial year ended on December
31, 2022 as long as the actions are reflected in the Company's Annual
Report and Financial Statements ended on December 31, 2022.
SECOND AGENDA OF THE MEETING:
Determine the use of the Company's Comprehensive Profit for the
financial year ending December 31, 2022, amounting to
Rp 15.567.841.933,- for the development of the Company's business
and strengthening the capital structure therefore no dividends are
distributed to the shareholders.
THIRD AGENDA OF THE MEETING:
Grant authority and power to the Board of Commissioners of the
Company to determine the salary and/or honorarium and/or other
allowances for members of the Board of Directors and members of the
Board of Commissioners of the Company for the financial year of 2023,
the implementation of which will be adjusted to the applicable
regulations.
FOURTH AGENDA OF THE MEETING:
1. Delegate the authority to appoint a Public Accountant who will audit
the Company's financial statements for the financial year ending on
December 31, 2023, to the Board of Commissioners of the
Company in order to comply with applicable regulations and obtain
a suitable Public Accountant, provided that the criteria for Public
Accountants who can be appointed are Public Accountants who
have audit experience in the Company's business activities, have
adequate Human Resources and have independence.
2. Approved the granting of authority to the Board of Commissioners
to determine the honorarium and other reasonable requirements for
the Public Accountant.
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PT. PANCA ANUGRAH WISESA TBK
FIFTH AGENDA OF THE MEETING:
1. Approved changes to the provisions of Article 3 paragraphs 1 and 2
of the Company's Articles of Association regarding the Purpose
and Objectives and Business Activities of the Company in
connection with the Company's plan to increase the Company's
business activities, namely retail trading of marble with the
Indonesian Standard Classification of Business Fields, including
Retail Trading of Tiles, Bricks, Tiles and the like, from Clay, Lime,
Cement or Glass.
2. Grant authority and power to the Board of Directors of the
Company to adjust the Purpose and Objectives and Business
Activities of the Company in connection with the addition of the
Company's business activities, with the provisions of the business
field group as stipulated in the Regulation of the Head of the
Central Bureau of Statistics concerning the current Indonesian
Standard Classification of Business Fields.
3. Grant power of attorney to the Board of Directors of the Company
to state the results of the resolutions of this fifth agenda of the
Meeting in a separate notarial deed, including requesting approval
for amendments to the Company's Articles of Association to the
competent authorities, including the Ministry of Law and Human
Rights of the Republic of Indonesia, to make changes and/or
additions in any form necessary to obtain approval for amendments
to the Articles of Association, including changing the Company's
business license, submitting, signing all applications and other
documents, selecting the domicile and carrying out all necessary
actions in order to the addition of the Company's business
activities, nothing is excluded.
Jakarta, July 4, 2023
PT PANCA ANUGRAH WISESA Tbk
Board of Directors of the Company
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