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Announcement Summary of the Minutes
Annual General Meeting of Shareholders and
Extraordinary General Meeting of Shareholders
PT Adi Sarana Armada Tbk
PT Adi Sarana Armada Tbk, domiciled in North Jakarta (here in after referred to as “Company”), hereby informs
that the Company has held an Annual General Meeting of Shareholders and an Extraordinary General Meeting of
Shareholders (here in after referred to as “Meeting”), with detailed information as follows:
A. Day/Date, Place, Time and Event
Day : Wednesday, 28 June 2023
Place : Harris Hotel Kelapa Gading & Convention – Winky Room 5th Floor,
Jalan Raya Barat Boulevard No. 13,
East Kelapa Gading Village, Kelapa Gading District,
North Jakarta 14240
Time : Annual General Meeting of Shareholders : 14.21 to 14.58 WIB
Extraordinary General Meeting of Shareholders : 15.06 to 15.23 WIB
Event :
Annual General Meeting of Shareholders
1. Approval and ratification of the Company's Annual Report for the financial year
ending on 31 December 2022 including the Company's Activity Report, Supervisory
Report of the Board of Commissioners and Financial Statements for the financial
year ending on 31 December 2022, as well as granting full release and discharge of
responsibility (acquit et de charge) to the Board of Commissioners and Board of
Directors of the Company for the management and supervision of the Company
during the relevant financial year;
2. Determination of the use of net profit for the financial year ending December 31,
2022;
3. Appointment of a Public Accountant who will audit the Company's financial
statements for the financial year ending December 31, 2023 and granting authority
to determine the honorarium of the Public Accountant and other requirements;
4. Approval of the determination of salary, honorarium and other benefits for members
of the Board of Commissioners and Board of Directors; and
5. Report on the realization of the use of funds up to the financial year 2022 on the
results of a limited public offering to the Company's shareholders for Capital
Increase by providing Preemptive Rights ("PMHMETD I”).
Extraordinary General Meeting of Shareholders
1. Approval of collateral for most or all of the Company's assets including but not
limited to land, buildings, vehicle units and trade receivables to obtain loans from
financial institutions, including future loan additions for the Company and all of the
Company's business units with a guarantee value and terms and provisions that are
considered good by the Board of Directors of the Company;
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2. Agreement to delegate and provide power of attorney with the right of substitution
either in part or entirely to the Company's Board of Commissioners to determine the
number of new shares to be issued and the amount of the additional issued and
paid-up capital of the Company or the realization of implementation of the
conversion of convertible bonds issued through a public offering mechanism limited
and state the composition of share ownership in the Company after conversion on
convertible bonds issued through a limited public offering mechanism; and
3. Approval of amendments to Article 17 paragraph (5) of the Company's articles of
association regarding the Company's obligation to publish the Company's Balance
Sheet and Profit and Loss Report in Indonesian language daily newspapers with
national circulation in accordance with POJK No. 14 of 2022 concerning Submission
of Periodic Financial Reports of Issuers or Public Companies.
B. Members of the Company's Board of Directors and Board of Commissioners who attended the
Meeting
The meeting was attended by members of the Company's Board of Directors and Board of Commissioners,
namely:
Board of Commissioners :
President Commissioner : Mrs. Erida
Commissioner : Mr. Hertanto Mangkusasono
Independent Commissioner : Mrs. Shanti Lasminingsih P
Directors :
President Director : Mr. Drs. Prodjo Sunarjanto Sekar Pantjawati
Director : Mr. Jany Chandra
Director : Mr. Tjoeng Suyanto
Director : Mr. Jerry Fandy Tunjungan
C. Meeting Leader
The meeting was chaired by Mrs. Erida as the President Commissioner of the Company.
D. Shareholder Attendance
The Company's Annual General Meeting of Shareholders was attended by shareholders and their proxies
representing 2,807,399,236 shares or 78.718% of the 3,566,400,443 shares which are all shares issued by
the Company.
The Company's Extraordinary General Meeting of Shareholders was attended by shareholders and their
proxies representing 2,807,267,800 shares or 78.714% of the 3,566,400,443 shares which are all shares
issued by the Company.
E. Decision Making Mechanism
For all Meeting agendas that require decisions, vote counting will be carried out by referring to the provisions
of the Company's Articles of Association, Financial Services Authority Regulation Number 15/POJK.04/2020
concerning Plans and Implementation of General Meeting of Shareholders of Public Companies ("POJK
GMS”) and the Limited Liability Company Law, namely as follows:
1. Meeting decisions are taken based on deliberation to reach a consensus;
2. In the event that a decision based on deliberation to reach a consensus is not reached, then the decision
is taken with the most votes of the number of votes validly cast at the Meeting;
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3. For the calculation of the votes of the shareholders present at the Meeting, the shareholders or their
proxies have the right to vote AGREE, DISAGREE or ABSTAIN votes on each agenda item of the Company;
4. For shareholders or their proxies who are physically present, the chairman of the Meeting will ask
shareholders or their proxies who DO NOT AGREE or ABSTAIN to the proposal submitted to raise their
hands and submit ballots to the Meeting officers, but for shareholders whose votes are cast via E-Proxy
and E-Voting in the system Electronic General Meeting System KSEI (eASY.KSEI) The votes that will be
counted are the votes cast by the shareholders through eASY.KSEI so there is no need to submit ballots to
the Meeting officials. Furthermore, the votes cast by the shareholders or their proxies will be counted by
PT Raya Saham Registra as the Company's Securities Administration Bureau and then verified by a Notary
as an independent public official;
5. Shareholders or shareholders' proxies who are physically present who do not raise their hands to submit
ballots DO NOT AGREE or ABSTAIN to the proposal submitted, are deemed to have approved the proposal
submitted without the Chairman of the Meeting needing to ask the shareholders or their proxies to raise
their hands -each as a sign of agreement, except for the power of attorney of shareholders whose power
of attorney is carried out through the system Electronic General Meeting System KSEI (eASY.KSEI) whose
vote count refers to point 4 above; and
6. In accordance with Article 47 POJK GMS, ABSTAIN votes are deemed to cast the same vote as the votes of
the majority of shareholders who cast votes.
F. Opportunity to Ask Questions and/or Opinions
Shareholders or their proxies who represent them have been given the opportunity to ask questions and/or
provide opinions in writing in each agenda of the Meeting, as stated in the explanation for each agenda of the
Meeting.
G. Decision
In the Annual General Meeting of Shareholders a decision has been taken, namely as set forth in the "Minutes
of the Annual General Meeting of Shareholders of the Company" Number 321 dated 28 June 2023 and the
Extraordinary General Meeting of Shareholders has been adopted as stated in the "Minutes of the General
Meeting of Shareholders Extraordinary Company” Number 322 dated 28 June 2023 both of which were made
by Jimmy Tanal, Bachelor of Law, Master of Notary, Notary in Jakarta, which in essence is as follows:
Results of the Annual General Meeting of Shareholders
First Agenda :
In the First Agenda, there were no shareholders asking questions and the results of the vote count were
obtained as follows:
Events Agree Don’t Agree Abstain Question
2.780.836.720 26.562.516
First - -
(99,053%) (0,946%)
Thus the Meeting decided:
1. Approved and accepted the Company's Annual Report for the 2022 (two thousand twenty two) financial
year, including the Company's Board of Commissioners Supervisory Report.
2. Ratify the Company's Financial Statements for the financial year ending on the thirty first of December two
thousand and twenty two (31-12-2022), which have been audited by Public Accountants Purwontono,
Sungkoro & Surja, as set forth in the Independent Auditor's Report Number 00498/2.1032 /AU.1/10/0685-
1/1/III/2023 in the opinion of presenting fairly in all material respects.
3. Provide full release and discharge of responsibility (acquit et de charge) to all members of the Board of
Commissioners and Board of Directors for their supervisory and management actions that have been
carried out during the 2022 (two thousand twenty two) financial year, as long as these actions are
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reflected in the Annual Report and Report The Company's Consolidated Finance for the financial year 2022
(two thousand and twenty two).
Second Agenda :
In the Second Agenda, there were no shareholders asking questions and the results of the vote count were
obtained as follows:
Events Agree Don’t Agree Abstain Question
2.781.768.624 25.630.612
Second - -
(99,087%) (0,912%)
Thus the Meeting decided:
Approved the use of the Company's net profit for the 2022 fiscal year, as follows:
a. does not distribute cash dividends to the shareholders of the Company.
b. Rp.1,000,000,000.- (one billion Rupiah) is set aside and recorded as a reserve fund.
c. amounting to Rp.102,020,487,343, - (one hundred two billion twenty million four hundred eighty seven
thousand three hundred forty three Rupiah), entered and recorded as retained earnings to increase the
Company's working capital.
Third Agenda :
In the Third Agenda, there were no shareholders asking questions and the results of the vote count were
obtained as follows:
Events Agree Don’t Agree Abstain Question
2.699.012.524 82.756.100 25.630.612
Third -
(96,139%) (2,947%) (0,912%)
1. Appoint and/or replace a Registered Public Accounting Firm at the Financial Services Authority (including a
Registered Public Accountant at the Financial Services Authority that is incorporated in the Registered
Public Accounting Firm) that will audit/examine the Company's books and records for the financial year
ending December 31, 2023 , as well as determining the amount of honorarium and other conditions
regarding the appointment of a Registered Public Accounting Firm at the Financial Services Authority
(including a Registered Public Accountant at the Financial Services Authority that is incorporated in the
Registered Public Accounting Firm) taking into account the recommendations of the Audit Committee and
applicable laws and regulations.
2. Declare that the granting of power and authority is effective from the time the proposal submitted in this
event is approved by the Meeting.
Fourth Agenda :
In the Fourth Agenda, there were no shareholders asking questions and the results of the vote count were
obtained as follows:
Events Agree Don’t Agree Abstain Question
2.781.768.624 25.630.612
Fourth - -
(99,087%) (0,912%)
Thus the Meeting decided:
1. Granting authority to the Board of Commissioners, which currently also carries out the Nomination and
Remuneration function, to determine the honorarium, tantiem and/or other allowances for members of the
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Company's Board of Commissioners for the 2023 financial year with a maximum of IDR 1,000,000,000,-
(one billion Rupiah) ).
2. To give authority to the Board of Commissioners who currently also performs the Nomination and
Remuneration function of the Company to determine the salary, bonus and/or other allowances for
members of the Company's Board of Directors.
Fifth Agenda :
There is no question and answer session and decision making on the Fifth Event.
Resolutions of the Extraordinary General Meeting of Shareholders
First Agenda :
In the First Agenda, there were no shareholders asking questions and the results of the vote count were
obtained as follows:
Events Agree Don’t Agree Abstain Question
2.785.073.525 22.194.275
First - -
(99,209%) (0,790%)
Thus the Meeting decided:
1. Agree to guarantee most or all of the Company's assets including but not limited to land, buildings,
vehicle units and trade receivables to obtain loans from Financial Institutions, including future loan
additions for the Company and all of the Company's business units with a guarantee value and terms and
provisions that are considered favorable by the Board of Directors of the Company.
2. Agree to authorize the Board of Directors of the Company to carry out any actions necessary, deemed
necessary/good and required in order to carry out the transaction plan including but not limited to signing
each document, making changes and/or adding documents in whatever form is reasonably necessary,
submitting and sign all applications and other necessary documents, and take other actions that may be
required related to the proposed transaction.
Second Agenda :
In the Second Agenda, there were no shareholders asking questions and the results of the vote count were
obtained as follows:
Events Agree Don’t Agree Abstain Question
2.807.267.800
Second - - -
(100%)
Thus the Meeting decided:
Agree to delegate and grant power of attorney with rights of substitution either in part or in whole to the
Company's Board of Commissioners to determine the number of new shares to be issued and the amount of
additional issued and paid-up capital of the Company or the realization of the conversion of convertible bonds
issued through a limited public offering mechanism and state the composition of share ownership in the
Company after the conversion of convertible bonds issued through a limited public offering mechanism.
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Third Agenda :
In the Third Agenda, there were no shareholders asking questions and the results of the vote count were
obtained as follows:
Events Agree Don’t Agree Abstain Question
2.807.267.800
Thrid - - -
(100%)
Thus the Meeting decided:
- Approved to amend Article 17 paragraph (5) of the Company's Articles of Association. So for the next
Article 17 of the Company's Articles of Association are as follows:
WORK PLAN, FISCAL YEAR AND ANNUAL REPORT
Article 17
1. The Company's financial year starts from January 1 (one) and ends on December 31 (thirty one) of
the same year. At the end of December each year, the Company's books are closed.
2. The Board of Directors submits an annual work plan which also includes the Company's annual
budget to the Board of Commissioners for approval from the Board of Commissioners, prior to the
start of the next financial year. The annual work plan is submitted before the start of the next
financial year, taking into account the laws and regulations that apply in the Capital Market sector.
3. The Board of Directors prepares an Annual Report which includes financial statements consisting of
balance sheets and profit and loss calculations for the relevant financial year along with other
reports in accordance with the provisions of the applicable laws and regulations, which have been
audited by a Public Accountant registered with the Capital Market and Financial Institution
Supervisory Agency or the authorized agency and/or substitute, and has been signed by all
members of the Board of Directors and members of the Board of Commissioners to be submitted to
and for approval and ratification at the Annual General Meeting of Shareholders. The Annual General
Meeting of Shareholders is held, with a period of time as stipulated by the laws and regulations in
force in the Capital Market sector.
4. Prior to signing the Annual Report referred to in paragraph 3 of this Article, the Board of
Commissioners will review and evaluate the Annual Report and for which purposes expert assistance
can be requested at the Company's expense and to whom the Board of Directors is required to
provide the necessary information.
5. The Company is required to announce the Company's Balance Sheet and Profit and Loss Report
through the Stock Exchange website and the Company's website using Indonesian and foreign
languages, provided that the foreign language is used at least English.
Jakarta, 3 July 2023
PT ADI SARANA ARMADA Tbk
DIRECTOR
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