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20230704_MBMA_Ringkasan Risalah//Risalah RUPS_31336966_lamp1.pdf
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ANNOUNCEMENT OF THE SUMMARY OF THE MINUTES OF
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT MERDEKA COPPER GOLD TBK
The Board of Directors of PT Merdeka Copper Gold Tbk (hereinafter referred to as the “Company”) hereby
announce the Summary of the Minutes of the Annual General Meeting of Shareholders (“Meeting”) of the
Company convened on Wednesday, dated 30 June 2023, at 10.10 – 11.13 Western Indonesian Time at
South Gallery, Alila SCBD Jakarta, Jalan Jenderal Sudirman Kav 52-53 Nomor 11, Senayan, Kecamatan
Kebayoran Baru, Kota Jakarta Selatan, Daerah Khusus Ibukota Jakarta 12190. This Summary of the Minutes
of the Meeting is announced to comply with the requirement of Article 49 and Article 51 of the Financial
Services Authority (“OJK”) Regulation No. 15/POJK.04/2020 regarding the Planning and Holding of the
General Meeting of Shareholders of Public Companies.
The members of the Board of Commissioners and the Board of Directors that attended the Meeting,
physically or through Zoom video conference, are as follows:
Board of Commissioners
Independent Commissioner : Hasan Fawzi
Board of Directors
President Director : Devin Antonio Ridwan;
Vice President Director : Jason Laurence Greive
Director : Titien Supeno
The shareholders of the Company attended the Meeting represented a total of 101,033,379,700 shares or
93.5533931% of the total shares issued and fully paid up in the Company.
Meeting Proceedings
- The meeting was chaired by Mr. Hasan Fawzi as the Independent Commissioner appointed by the
Board of Commissioners based on Circular Decree in lieu of the Board of Commissioners Meeting
No. 004/SK-DK/MBM/VI/2023 dated 16 June 2023.
- In discussing each agenda of the Meeting, the shareholders are given the opportunity to ask
questions, opinions, suggestions or recommendations that are in accordance with the agenda of
the Meeting being discussed. At the Meeting, there was 1 (one) question from the shareholders
regarding the agenda of the Meeting where the question has been responded to by the Company.
- The voting was conducted orally by raising hands and handing over voting cards to shareholders
with a choice of abstaining, disagreeing, or agreeing.
The details of the resolutions of the Meeting agenda are as follows:
Meeting Agenda 1 Approval of the Company's annual report for the 2022 financial
year and ratification of the consolidated financial statements of
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the Company and its subsidiaries for the financial year ending 31
December 2022:
1.1 Approval of the Company's annual report for the financial
year of 2022 which has been reviewed by the Board of
Commissioners of the Company;
1.2 Approval of the Board of Commissioners' supervisory report;
1.3 Ratification of the consolidated financial statements of the
Company and its subsidiaries for the financial year which
ended on 31 December 2022 which has been audited by the
public accounting firm of Tanubrata Sutanto Fahmi Bambang
& Partners; and
1.4 Granting full release and discharge of responsibility (acquit
et de charge) of members of the Board of Directors and the
Board of Commissioners of the Company for the financial
year of 2022.
Number of Shareholders 1 (one) shareholder posed a question and has been responded to by
Posing Questions the Board of Directors of the Company.
Decision-Making Voting.
Mechanism
Voting Results Agree Abstain Disagree
100,910,417,800 votes 122,961,900 votes or
or 99.8782958% of all 0.1217042% of all
shares with voting shares with voting
rights present at the rights present at the -
Meeting. Meeting.
Meeting Resolutions Approval of the Company's annual report for the 2022 financial year
and ratification of the consolidated financial statements of the Company
and its subsidiaries for the financial year ending 31 December 2022,
with the following details:
1.1 Approval of the Company's annual report for the financial year of
2022 which has been reviewed by the Board of Commissioners of
the Company;
1.2 Approval of the Board of Commissioners' supervisory report;
1.3 Ratification of the consolidated financial statements of the
Company and its subsidiaries for the financial year which ended on
31 December 2022 which has been audited by the public
accounting firm of Tanubrata Sutanto Fahmi Bambang & Partners
(a member of Firma BDO International Limited) with unmodified
opinion as stated in report Number 00457/
2.1068/AU.1/05/0119-1/1/V/2023 issued on 23 May 2023.
1.4 Granting full release and discharge of responsibility (acquit et de
charge) of members of the Board of Directors and the Board of
Commissioners of the Company for their management and
supervisory actions carried out in the financial year ending on 31
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December 2022, insofar as this is reflected in the Annual Report of
the Company for the 2022 financial year and Consolidated Finance
of the Company and its subsidiaries for the financial year ending 31
December 2022.
Meeting Agenda 2 Approval on the determination of the use of the Company's net
profit for the financial year which ended on 31 December 2022.
Number of Shareholders No shareholder posed a question.
Posing Questions
Decision-Making Voting.
Mechanism
Voting Results Agree Abstain Disagree
100,910,417,800 votes 122,961,900 votes or
or 99.8782958% of all 0.1217042% of all
shares with voting shares with voting
rights present at the rights present at the -
Meeting. Meeting.
Meeting Resolutions Approved the use of the Company's net profit for the 2022 fiscal year
(after tax) is as follows:
a. An amount of USD 1,000 (one thousand US Dollars) is set to be
placed as the Company's reserve fund;
b. The remaining net profit of the Company amounting to USD
37,847,159 (thirty-seven million eight hundred forty seven
thousand one hundred and fifty nine US Dollars) will be
determined as the balance of retained earnings and non-
controlling interests of the Company for the 2022 financial year in
accordance with the accounting principles set forth generally
applicable; and
c. Granting power and authority to the Board of Directors to regulate
the payment procedures referred to in the decision above in
accordance with the applicable laws and regulations.
Meeting Agenda 3 Approval on the appointment of a public accountant and/or public
accounting firm to audit the consolidated financial statements of
the Company and its subsidiaries for the financial year which
ended on 31 December 2023.
Number of Shareholders No shareholder posed a question.
Posing Questions
Decision-Making Voting.
Mechanism
Voting Results Agree Abstain Disagree
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100,603,856,400 votes 122,961,900 votes or 306,561,400 votes
or 99.5748699% of all 0.1217042% of all or 0,3034259% of
shares with voting shares with voting all shares with
rights present at the rights present at the voting rights
Meeting. Meeting. present at the
Meeting.
Meeting Resolutions Approved the appointment of a Public Accountant and/or Public
Accountant office to audit the Company's financial statements for the
2023 financial year by:
1. Delegating authority with the right of substitution to the
Company's Board of Commissioners with due regard to the
considerations of the Company's Audit Committee to appoint a
Public Accountant and/or Public Accountant office registered with
the OJK in accordance with the criteria set at the Meeting to audit
the Company's Consolidated Financial Statements for the financial
year which ended on December 31, 2023 and to appoint a Public
Accountant and/or Public Accountant's office as a replacement if
the appointed Public Accountant and/or Public Accountant's office
for any reason is unable to carry out their duties.
2. Granting full authority with the right of substitution to the Board
of Commissioners of the Company to determine the honorarium
and other requirements for the appointment of the Public
Accountant and/or Public Accountant Office.
Meeting Agenda 4 Determination of salaries and allowances as well as other
facilities for members of the Board of Directors and Board of
Commissioners of the Company for the financial year of 2023.
Number of Shareholders No shareholder posed a question.
Posing Questions
Decision-Making Voting.
Mechanism
Voting Results Agree Abstain Disagree
100,858,951,000 votes 123,003,900 votes or 51,424,800 votes
or 99.8273554% of all 0.1217458% of all or 0.0508988% of
shares with voting shares with voting all shares with
rights present at the rights present at the voting rights
Meeting. Meeting. present at the
Meeting.
Meeting Resolutions 1. Approve the determination of salaries and benefits and other
facilities for the Company's Board of Commissioners for the 2023
period and authorized the Board of Commissioners to decide the
amount to be received by each member of the Board of
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Commissioners while considering the recommendations and
suggestions of the Nomination and Remuneration Committee of
the Company.
2. Approve the delegation of authority to determine the amount of
salaries and benefits and other facilities for all members of the
Board of Directors of the Company for the 2023 period to the
Board of Commissioners of the Company while considering the
recommendations and suggestions of the Nomination and
Remuneration Committee of the Company.
Meeting Agenda 5 Report on the realization of the use of proceeds from the initial
public offering of the Company.
Number of Shareholders No shareholder posed a question.
Posing Questions
Decision-Making No decision-making proceedings.
Mechanism
Meeting Resolutions No resolutions concluded as the agenda is a submission of the report.
Meeting Agenda 6 Change in the composition of the Board of Directors of the Company.
Number of Shareholders No shareholder posed a question.
Posing Questions
Decision-Making Voting.
Mechanism
Voting Results Agree Abstain Disagree
100,910,417,800 votes 122,961,900 votes or
or 99.8782958% of all 0.1217042% of all
shares with voting shares with voting
rights present at the rights present at the -
Meeting. Meeting.
Meeting Resolutions 1. Approval of the appointment of Mr. Andrew Phillip Starkey as
Director of the Company as of the closing of this Meeting for the
term of office as specified in the Company's Articles of Association,
so that the composition of the Board of Directors changes to be as
follows starting from the closing of this Meeting until the closing of
the Company's Annual GMS in 2027:
Board of Directors:
President Director : Devin Antonio Ridwan
Vice President Director : Jason Laurence Greive
Director : Titien Supeno
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Director : Andrew Phillip Starkey
2. Granting power and authority to the Board of Directors of the
Company with the right of substitution to state in a separate notary
deed regarding the resolutions adopted at this Meeting and take all
necessary actions related to the resolutions on the agenda of this
Meeting in accordance with applicable laws and regulations,
including to submit notifications to the Minister of Law and Human
Rights of the Republic of Indonesia and register the composition of
the members of the Company's Board of Directors in the Register
of Companies at the Ministry of Law and Human Rights of the
Republic of Indonesia.
Jakarta, 4 July 2023
PT MERDEKA BATTERY MATERIALS Tbk
BOARD OF DIRECTORS
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