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20230704_ITMA_Ringkasan Risalah//Risalah RUPS_31336891_lamp4.pdf
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ANNOUNCEMENT OF SUMMARY OF MINUTES OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT SUMBER ENERGI ANDALAN Tbk
In order to fulfill the provisions of Article 19 paragraph (32) and paragraph (40)
of the Company’s Articles of Association, and 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"), 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 : Wednesday / June 28, 2023;
Time : 10.37’ until 11.15’ Western Indonesia Time;
Venue : Sopo Del Office Towers and Lifestyle Center
Tower B, 21st and 22nd Floor
Jalan Mega Kuningan Barat III Lot. 10. 1-6
South Jakarta.
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 ending on December 31,
2023.
5. Accountability for the realization of the use of proceeds from
Warrants Series I.
C. The Board of Commissioners and Board of Directors the Company
present at this Meeting are as follows:
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BOARD OF COMMISSIONERS:
Independent Commissioner : Mr. SARGATO.
BOARD OF DIRECTORS:
President Director : Mr. ROCKY OKTANSO SUGIH.
D. Number of Attendance:
Based on the attendance list of the shareholders of the Meeting, the
number of shares present or represented in the Meeting is amounting to
842.681.100 shares, which constituted 84,35% from the total amount of
shares issued by the Company up to the holding of the Meeting, which
have valid voting rights as required by the Company's Articles of
Association and POJK 15.
E. Procedures for Exercising the Rights of Shareholders to Raise
Questions and/or Opinions:
1. 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.
2. In the Meeting, there was a shareholder, namely Mr. ONG ONGKO
WIYONO, a shareholder of 4,021,500 shares who raised questions
regarding the second agenda item of the Meeting.
F. The mechanism of adopting resolution of Meeting:
1. The mechanism of adopting resolution of Meeting was conducted in
amicable manner. In the event where 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 47 of POJK 15, 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.
G. Voting Results:
FIRST AGENDA OF THE MEETING:
Disagree : 0 votes
Abstain : 100 votes
Agree : 842,681,000 votes
With the result that the total number of shareholders who agreed was
842.681.100 votes, which constituted 100% of the total number of valid
votes cast, therefore the Meeting with the majority of votes decided to
APPROVED the resolutions of the first agenda of the Meeting that had
been proposed.
SECOND AGENDA OF THE MEETING:
Disagree : 25,000 votes
Abstain : 100 votes
Agree : 842,656,000 votes
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With the result that the total number of shareholders who agreed was
842,656,100 votes, which constituted 99.99% of the total number of valid
votes cast, therefore the Meeting with the majority of votes decided to
APPROVED the resolutions of the second agenda of the Meeting that
had been proposed.
THIRD AGENDA OF THE MEETING:
Disagree : 0 votes
Abstain : 500 votes
Agree : 842,680,600 votes
With the result that the total number of shareholders who agreed was
842,681,100 votes, which constituted 100% of the total number of valid
votes cast, therefore the Meeting with the majority of votes decided to
APPROVED the resolutions of the third agenda of the Meeting that had
been proposed.
FOURTH AGENDA OF THE MEETING:
Disagree : 0 votes
Abstain : 100 votes
Agree : 842,681,000 votes
With the result that the total number of shareholders who agreed was
842,681,100 votes, which constituted 100% of the total number of valid
votes cast, therefore the Meeting with the majority of votes decided to
APPROVED the resolutions of the fourth agenda of the Meeting that had
been proposed.
FIFTH AGENDA OF THE MEETING:
Disagree : 0 votes
Abstain : 100 votes
Agree : 842,681,000 votes
With the result that the total number of shareholders who agreed was
842,681,100 votes, which constituted 100% of the total number of valid
votes cast, therefore the Meeting with the majority of votes decided to
APPROVED the resolutions of the fifth agenda of the Meeting that had
been proposed.
H. Results for the resolutions of the Meeting:
FIRST AGENDA OF THE MEETING:
a. Approve and ratify the Company's Annual Report including the
Report of the Board of Commissioners of the Company for the
period ended December 31, 2022;
b. Approve and ratify the Financial Statements and Balance Sheet
and profit and loss statements for the financial year ended
December 31, 2022;
c. Approve to provide release and discharge to members of the Board
of Directorss from responsibility for management actions of the
Company and to members of the Board of Commissioners for acts
of supervision of the Company, as long as all of these actions are
contained in the Company's Financial Statements for the financial
year ending December 31, 2022 (acquit et de charge) and does not
conflict with the prevailing laws and regulations and is not a
criminal act.
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SECOND AGENDA OF THE MEETING:
Determine the use of net comprehensive income for the financial year
ended on December 31, 2022, namely USD 30,550,655.- to be used as
a reserve fund of USD 10,000.- or equivalent with the Rupiah middle rate
determined by Bank Indonesia at the closing of this Meeting and the
remaining amount of USD 30,540,655.- to be used for the development
of the Company's business and strengthening the capital structure,
therefore no dividends will be distributed to the shareholders.
THIRD AGENDA OF THE MEETING:
Granting authority and power to the Board of Commissioners of the
Company to determine the salary and/or honorarium and/or other
benefits for members of the Board of Directors and 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. Delegating the authority to appoint a Public Accountant who will
audit the Company's financial statements for the financial year of
2023, to the Board of Commissioners of the Company, in order to
comply with applicable regulations and obtain an appropriate Public
Accountant, provided that the criteria for appointed Public
Accountants are Public Accountants who have audit experience in
the Company's business activities, have adequate human
resources and are independent.
2. Approved the granting of authority to the Board of Commissioners
to determine the honorarium and other reasonable requirements for
the Public Accountant.
FIFTH AGENDA OF THE MEETING:
Accept the accountability for the realization of the use of the proceeds
from Warrants Series I, thereby granting full release and settlement
(acquit et de charge) to members of the Board of Directors and members
of the Company's Board of Commissioners for the management and
supervisory actions they have taken related to the use of proceeds
Warrants Series I as long as the actions are reflected in the Company's
Annual Report and Financial Statements.
Jakarta, July 4, 2023
PT SUMBER ENERGI ANDALAN Tbk
Board of Directors
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