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20230704_SMDR_Ringkasan Risalah//Risalah RUPS_31336526_lamp2.pdf
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JESSY DARMAWAN, S.H., M.Kn. Notaris dan Pejabat Pembuat Akta Tanah (PPAT) Jakarta Selatan Jakarta, 28 June 2023 No. :56/VI/2023 (English Version) To: Re. : Resume of the Annual General PT SAMUDERA INDONESIA Tbk. Meeting of Shareholders of Gedung Samudera Indonesia PT SAMUDERA INDONESIA Tbk. Jl. Letjen S. Parman Kav. 35 Slipi, Jakarta Barat Dear Sirs, I hereby submit the Resume of the Annual General Meeting of Shareholders (hereinafter referred as the “Meeting”) of PT SAMUDERA INDONESIA Tbk, domiciled in West Jakarta (hereinafter referred as the “Company”) which was held on: Day/date : Wednesday, 28 June 2023 Time :11.05 WIB until 12.32 WIB Venue : Astor Ballroom, The St. Regis Jakarta Rajawali Place Jalan H. R. Rasuna Said Blok Kavling B/4, Setiabudi, Jakarta Selatan Attendance Presence: -Board of Commissioners: 1. Mrs. Shanti Lasminingsih Poesposoetjipto President Physically attend the Commissioner meeting 2. Mr. Masli Mulia Commissioner Physically attend the meeting 3. Mr. Amir Abadi Jusuf Commissioner Physically attend the meeting 4. Mr. Ken Narotama Hidayatullah Commissioner Physically attend the meeting 5. Mr. Anugerah Pekerti Independent Physically attend the Commissioner meeting 6. Mr, Kuntoro Mangkusubroto Independent Did not attend the Commissioner meeting -Board of Directors: 1. Mr. Bani Maulana Mulia President Director Physically attend the meeting 2. Mrs. Farida Helianti Sastrosatomo Compliance Director Physically attend the meeting 3. Mr. Ridwan Hamid Finance Director Physically attend the meeting 4. Mrs. Tara Hidayat Human Capital Physically attend the Director meeting Jalan Melawai VII No: 1 Kelurahan Melawai, Kecamatan Kebayoran Baru, Jakarta Selatan 12160 (02177266707 (0818)141182 — notaris@jessydarmawan.com
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JESSY DARMAWAN, S.H., M.Kn. sat Pembuat Akta Tanah (PPAT) Jakarta Selatan Notaris dan Pej: -Shareholders: 13,529,548,510 shares (82.620169”6) of all issued and paid-up shares until the Meeting date, amounting to 16,375,600,000 shares. Meeting Events: IL AGENDA l. Approval on the Board of Directors” Annual Report including the Supervisory Report of' the Board of Commissioners for the financial year ended on 31 December 2022 and the Ratification of the Company's Financial Statements for the financial year ended on 31 December 2022. 2. Determination of utilization of the Company's income for the financial year ended on 31 December 2022. 3. Appointment of Public Accountant and/or Public Accounting Firm to audit the Company's Financial Statements for the financial year ended on 31 December 2023. 4. Determination of the remuneration and benefits of the members of Board of Directors, as well as the honorarium for the members of the Board of Commissioners. 5. Amendment of the Board of Commissioners composition and Reappointment of the Board of Directors and the Board of Commissioners members. II. FULFILLMENT OF LEGAL PROCEDURES FOR THE MEETING 1. Notification of the plan to hold the Meeting to the Otoritas Jasa Keuangan (“OJK”) through the Company Letter No. SR.23.05.034/CS/SI dated 11 May 2023 and the Company Letter No. SR.23.05.060/CS/SI dated 05 June 2023. 2. Announcement to the Indonesia Stock Exchange web page, eASY.KSEI web page and the Company's website based on the Company Letter No. SR.23.05.037/CS/SI dated 22 May 2023. 3. The invitation to Bursa Efek Indonesia's website, eASY.KSEI's website and the Company's website based on the Company Letter No. SR.23.06.040/CS/SI dated 06 June 2023. INI. MEETING DECISION 1. First Meeting Agenda: - The Meeting provides an opportunity for the shareholders or their proxies who were physically present or virtually present to ask guestions and/or provide opinions related to the Meeting Agenda. - On the guestion and answer session, there were 2 (two) shareholders or proxies physically present at the Meeting who asked 2 (two) guestions and/or provided opinions. - Voting is done through direct voting and electronic voting (e-voting). - The results of the voting are as follows: a. Shareholders or their proxies who express disapproval are amounting to 127,100 shares or 0.000939” of the total shares legally present at the Meeting. b. Shareholders or their proxies who express approval are amounting to 13,489,608,890 shares or as much as 99.704797Y4 of the total shares legally present at the Meeting. £ Jalan Melawai VII No. 1 Kelurahan Melawai, Kecamatan Kebayoran Baru, Jakarta Selatan 12160 (02177266707 (0818)141182 — notaris@jessydarmawan.com
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JESSY DARMAWAN, S.H., M.Kn. Notaris dan Pejabat Pembuat Akta Tanah (PPAT) Jakarta Selatan c. Shareholders or their proxies who express abstain are amounting to 39,812,520 shares or as much as 0.294264Y4 of the total shares legally present at the Meeting. - In accordance with Article 47 of POJK Number 15 of 2020, the abstention vote is considered to have given the same vote as the majority vote, the total number of votes in favor is 13,529,421,410 shares or 99.999060Yo of the total valid shares present at the Meeting decided to approve the proposed resolutions of the First Agenda of the Meeting. - Meeting Decision for the First Agenda: 1. Accept the Annual Report of the Board of Directors regarding the performance of the Company, including the Supervisory Report of the Board of Commissioners for the financial year ended on 31 December 2022: 2. Ratify the Company's Consolidated Financial Statements that has been audited by the Public Accounting Firm Purwantono, Sungkoro & Surja, a member firm of Ernst & Young Global Limited for the Financial Year ending on 31 December 2022, as set out in the report No. 00273/2.1032/AU.1/06/1294-1/1/111/2023 dated 17 March 2023 with fair opinion in all material aspects, 3. Grant a statement of release and discharge (acguit et de charge) to all members of the Board of Directors and Board of Commissioners for the managerial and supervisory actions that have been carried out during the financial year ended on 31 December 2022, to the extent that such actions are reflected in the Annual Report and the Consolidated Financial Statements for the financial year ending on 31 December 2022. 2. Second Meeting Agenda: - The Meeting provides an opportunity for the shareholders or their proxies who were physically present or virtually present to ask guestions and/or provide opinions related to the Meeting Agenda. - On the guestion and answer session, there were 2 (two) shareholders or proxies physically present at the Meeting who asked 2 (two) guestions and/or provided opinions. - Voting is done through direct voting and electronic voting (e-voting). - The results of the voting are as follows: a. Shareholders or their proxies who express disapproval are amounting to 102,600 shares or 0.000758Y4 of the total shares legally present at the Meeting. b. Shareholders or their proxies who express approval are amounting to 13,526,810,310 shares or as much as 99.979761Y4 of the total shares legally present at the Meeting, c. Shareholders or their proxies who express abstain are amounting to 2,635,600 shares or as much as 0.019481Y4 of the total shares legally present at the Meeting. - In accordance with Article 47 of POJK Number 15 of 2020, the abstention vote is considered to have given the same vote as the majority vote, the total number of votes in favor is 13,529,445,910 shares or 99.999242Y46 of the total valid shares present at the Meeting decided to approve the proposed resolutions of the Second Agenda of the Meeting. - Meeting Decision for the Second Agenda: 1. Utilise the Company's income of the 2022 financial year, in the amount of USD 212,694,879 (two hundred and twelve million six hundred and ninety four thousand eight hundred and seventy nine US Dollar), with the following details: -IDR 655,024,000,000 (six hundred fifty five billion and twenty four million Rupiah) or with dividend value per share of IDR 40.00 (forty Rupiah), with the following details: a) Interim dividend of IDR 163,756,000,000 (one hundred sixty three billion and seven SS Jalan Melawai VII No. 1 Kelurahan Melawai, Kecamatan Kebayoran Baru, Jakarta Selatan 12160 (o21)7266707 (o818)141182 — notaris@jessydarm n.com
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JESSY DARMAWAN, S.H., M.Kn. Notaris dan Pejabat Pembuat Akta Tanah (PPAT) Jakarta Selatan hundred fifty six million Rupiah) or with dividend value per share of IDR 10.00 (ten Rupiah) were paid and distributed to the Shareholders of the Company on 31 August 2022, as stated on the Circular Decree of the Board of Commissioners dated 01 August 2022, and b) The remainder as cash dividend of IDR 491,268,000,000 (four hundred ninety one billion and two hundred sixty eight million Rupiah) or with dividend value per share of IDR 30.00 (thirty Rupiah) will be paid in accordance with applicable regulations. -Allocate IDR 1,900,000,000 (one billion and nine hundred million Rupiah) as the mandatory reserve fund according to the Limited Liability Company Law No. 40 Year 20075 -Book the remaining of net earning for the 2022 financial year as retained carnings which will be utilized as working capital and investment, Authorize and grant the Board of Directors a power of attorney with the right of substitution to further manage the distribution of interim dividends and cash dividends for the financial year ending on 31 December 2022 in accordance with applicable regulations. 3. Third Meeting Agenda: - The Meeting provides an opportunity for the shareholders or their proxies who were physically present or virtually present to ask guestions and/or provide opinions related to the Meeting Agenda. - On the guestion and answer session, no shareholders or proxies who were physically present or virtually present at the Meeting asked guestions and/or provided opinions. - Voting is done through direct voting and electronic voting (e-voting). - The results of the voting are as follows: a, b. Cc Shareholders or their proxies who express disapproval are amounting to 63,823,795 shares or 0.471736Y of the total shares legally present at the Meeting. Shareholders or their proxies who express approval are amounting to 13,425,543,895 shares or as much as 99.231278Y6 of the total shares legally present at the Meeting. Shareholders or their proxies who express abstain are amounting to 40,180,820 shares or as much as 0.296986Y4 of the total shares legally present at the Meeting. - In accordance with Article 47 of POJK Number 15 of 2020, the abstention vote is considered to have given the same vote as the majority vote, the total number of votes in favor is 13,465,724,715 shares or 99.528263Y4 of the total valid shares present at the Meeting decided to approve the proposed resolutions of the Third Agenda of the Meeting. - Meeting Decision for the Third Agenda: Delegate authority to the Board of Commissioners to appoint the Public Accountant and Public Accounting Firm registered with the Financial Services Authority (Otoritas Jasa Keuangan) to audit the Company's Financial Statements as well as to determine the amount of the professional services fees to audit for the financial year ended on 31 December 2023. 4. Fourth Meeting Agenda: - The Meeting provides an opportunity for the shareholders or their proxies who were physically present or virtually present to ask guestions and/or provide opinions related to the Meeting Agenda. - On the guestion and answer session, no shareholders or proxies who were physically present or Jalan Melawai VII No.1 a Selatan 12160 Kelurahan Melawai, Kecamatan Kebayoran Baru, Jaka 2 (0818) 14182 — notaris@je armawan.com ya
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JESSY DARMAWAN, S.H., M.Kn. Notaris dan Pejabat Pembuat Akta Tanah (PPAT) Jakarta Selatan virtually present at the Meeting asked guestions and/or provided opinions. - Voting is done through direct voting and electronic voting (e-voting). - The results of the voting are as follows: a. Shareholders or their proxies who express disapproval are amounting to 60,631,795 shares or 0.448144Y6 of the total shares legally present at the Meeting. b. Shareholders or their proxies who express approval are amounting to 13,465,668,415 shares or as much as 99.527848”4 of the total shares legally present at the Meeting. c. Shareholders or their proxies who express abstain are amounting to 3,248,300 shares or as much as 0.02400974 of the total shares legally present at the Meeting. - In accordance with Article 47 of POJK Number 15 of 2020, the abstention vote is considered to have given the same vote as the majority vote, the total number of votes in favor is 13,468,916,715 shares or 99.55185696 of the total valid shares present at the Meeting decided to approve the proposed resolutions of the Fourth Agenda of the Meeting. - Meeting Decision for the Fourth Agenda: 1. Determine the honorarium for the Board of Commissioners in 2023 to a maximum of IDR 16,000,000,000.00 (sixteen billion Rupiah) inclusive of tax, which will be distributed to members of the Board of Commissioners and to authorize the Board of Commissioners to determine the distribution among members of the Board of Commissioners: 2. Authorize and grant authority to the Board of Commissioners to determine the salaries and benefits for the members of the Board of Directors for the 2023 financial year. 5. Fifth Meeting Agenda: - The Meeting provides an opportunity for the shareholders or their proxies who were physically present or virtually present to ask guestions and/or provide opinions related to the Meeting Agenda. - On the guestion and answer session, there was 1 (one) shareholders or proxies physically present at the Meeting who asked 1 (one) guestions and/or provided opinions. - Voting is done through direct voting and electronic voting (e-voting). - The results of the voting are as follows: a. Shareholders or their proxies who express disapproval are amounting to 570,119,425 shares or 4.213884Yo of the total shares legally present at the Meeting. b. Shareholders or their proxies who express approval are amounting to 12,957,048,085 shares or as much as 95.768518Y4 of the total shares legally present at the Meeting. c. Shareholders or their proxies who express abstain are amounting to 2,381,000 shares or as much as 0,017599Y6 of the total shares legally present at the Meeting. - In accordance with Article 47 of POJK Number 15 of 2020, the abstention vote is considered to have given the same vote as the majority vote, the total number of votes in favor is 12,959,429,085 shares or 95.786116Y4 of the total valid shares present at the Meeting decided to approve the proposed resolutions of the Fifth Agenda of the Meeting. - Meeting Decision for the Fifth Agenda: 1. Approve the appointment of Mr. Hoesen, as the new Independent Commissioner as of the closing of this Meeting until the closing of the Annual General Meeting of Shareholders in 2028, without prejudice to the right of the General Meeting of Shareholders to terminate at any time. 2. Re-appoint: -Mrs. Shanti Lasminingsih Poesposoetjipto, as President Commissioner, Jalan Melawai VII No.1 Melawai, Kecamatan Kebayoran Baru, Jakarta Selatan 12160 6707 (0818) 14182 notarisi ssydarmawan.com
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JESSY DARMAWAN, S.H., M.Kn Notaris dan Pejabat Pembuat Akta Tanah (PPAT) Jakarta Selatan -Mr. Anugerah Pekerti, as Independent Commissioner, -Mr. Amir Abadi Jusuf, as Commissioner, -Mr. Ken Narotama Hidayatullah, as Commissioner, -Mr. Ridwan Hamid, as Finance Director, This appointment is effective Commissioner'as of the closing of this Meeting until the closing of the Annual General Meeting of Shareholders in 2028, without prejudice to the right of the General Meeting of Shareholders to terminate at any time. 3. Approve the composition of the Company's Board of Directors and Board of Commissioners as follows: -President Commissioner : Shanti Lasminingsih Poesposoetjipto, -Commissioner : Masli Mulia: -Commissioner : Amir Abadi Jusuf: -Commissioner : Ken Narotama Hidayatullah: -Independent Commissioner : Anugerah Pekerti, -Independent Commissioner : Kuntoro Mangkusubroto: -Independent Commissioner : Hoesen, -President Director : Bani Maulana Mulia, -Finance Director : Ridwan Hamid, -Compliance Director : Farida Helianti Sastrosatomo, -Human Capital Director : Tara Hidayat, 4. Approve to grant a power of attorney to the Board of Directors with substitution rights, to take all actions in connection with the above-mentioned decisions, including but not limited to state it in a separate notary deed to and submit it regarding the composition of the Board of Commissioners and Board of Directors members to the Minister of Law and Human Rights of the Republic of Indonesia, to obtain approval for amendments, and to take all actions deemed necessary to achieve these objectives. The Minutes of the Meeting mentioned above are stated in the Deed dated 28 June 2023 under Number: 56, made by me, Notary. The copy of the Deed is currently still in the process of being completed at our office. Therefore this resume is submitted before the issue of a copy of the said Deed, which we will immediately send to the Company upon completion. Sincerely, Jalan Melawai VII No.1 Kelurahan Melawai, Kecamatan Kebayoran Baru, Jakarta Selatan 12160 (021) 7266707 (0818) 14182 notaris@jessydarmawan.com
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