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20230703_ISSP_Ringkasan Risalah//Risalah RUPS_31335864_lamp2.pdf
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ANNOUNCEMENT
ANNUAL GENERAL MEETING OF SHAREHOLDERS (“AGMS”)
PT STEEL PIPE INDUSTRY OF INDONESIA TBK
Hereby the Board of Directors of PT. STEEL PIPE INDUSTRY OF INDONESIA Tbk abbreviated
PT. SPINDO Tbk, domiciled in Surabaya (hereinafter referred to as the Company) has hold the Annual
General Meeting of Shareholders. The detail is as follows:
Date : Friday, 30 June 2023
: Auditorium Gedung Baja, Lantai 9C, Jl. Pangeran Jayakarta no. 55, Jakarta Pusat,
Place
Jakarta 10730.
Time : 13.22 – 13.54 WIB
Agenda:
1. Approval on the Annual Report for the fiscal year of 2022 and ratification on the Financial
Statement of the Company for the financial year ended on 31 December 2022 and provide
full acquittal and discharge (volledig acquit et de charge) to the members of the Board of
Directors and Board of Commissioners of the Company for management and supervision
performed during the fiscal year of 2022;
2. Resolution on the determination of the use of the Company’s net profit for the financial
year of 2022;
3. Approval on the appointment of Public Accountant to audit the Financial Statement of the
Company for the financial year ended on 31 December 2023 and authorize the Company's
Board of Commissioners to determine the amount of the honorarium of the Public
Accountant along with other terms of their appointment;
4. Resolution on the determination of the salary, honorarium and allowances and other
facilities for the member of the Board of Directors and the Board of Commissioners for the
financial year of 2023;
5. Approval on the changes to the composition of the member of the Board of Commissioners
of the Company;
6. Report and accountability for the use of proceeds from the public offering of bonds and
sukuk.
(Hereinafter referred to as the Meeting)
For the benefit of the Company, a deed of Minutes of the Annual General Meeting of Shareholders
of the Company, numbered 301.
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The Attendance of the Members of the Board of Directors and Board of Commissioners:
Members of the Board of Directors present at the Meeting::
President Director : Mr. IBNU SUSANTO
Deputy President Director : Mr. TEDJA SUKMANA HUDIANTO *)
Director : Mr THE, HANNY PURNOMO *)
Members of the Board of Commissioners present at the Meeting:
President Commissioner
(Independent Commissioner) : Mr. MAKMUR WIDJAJA;
Independent Commissioner : Mr. BING HARTONO POERNOMOSIDI *)
*) participate in the meeting through the KSEI Zoom Webinar application
Chairman of Meeting:
The meeting was chaired by Mr. MAKMUR WIDJAJA, as the President Commissioner
(Independent Commissioner) of the Company.
Shareholders Attendance:
- The meeting was attended by the shareholders and their proxies representing 6,037,175,280
shares or 85.45% of 7,065,340,735 shares which are all shares with valid voting rights that
have been issued by the Company (after deducting the number of shares issued) repurchased
by the Company).
Submission of Questions and/or Opinions:
- Shareholders and their proxies are given the opportunity to ask questions and/or opinions for
each agenda item of the Meeting, but no shareholder and proxies of shareholders have asked
questions and/or opinions.
Voting Results:
- The first agenda:
-Number of blank votes (abstained) : 6,903,054 votes.
-Number of disapproving votes : -- votes.
-Number of approve votes : 6,030,272,226 votes.
-The total of approve votes : 6,037,175,280 votes, or 100%, or more than 1/2
part of the total number of votes legally cast in the
Meeting.
- Second agenda item:
-Number of blank votes (abstained) : 200,800 votes
-Number of disapproving votes : -- votes
-Number of approve votes : 6,036,974,480 votes.
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-So that the total of approve votes : 6,037,175,280 votes, or 100%, or more than
1/2 part of the total number of votes legally
cast in the Meeting.
- Third agenda item:
-Number of blank votes (abstained) : 159,231,600 votes.
-Number of disapproving votes : 4,880,783 votes.
-Number of approve votes : 5,873,062,897 votes.
-So that the total of approve votes : 6,032,294,497 votes, or 99.92%, or more than
1/2 part of the total number of votes legally
cast in the Meeting.
- Fourth agenda item:
-Number of blank votes (abstained) : 159,231,600 votes.
-Number of disapproving votes : 5,621,883 votes.
-Number of approve votes : 5,872,321,797 votes.
-So that the total of approve votes : 6,031,553,397 votes, or 99,91%, or more than
1/2 part of the total number of votes legally
cast in the Meeting.
- Fifth agenda item:
-Number of blank votes (abstained) : 205,400 votes.
-Number of disapproving votes : --votes.
-Number of approve votes : 6,036,969,880 votes.
-So that the total of approve votes : 6,037,175,280 votes, or 100%, or more than
1/2 part of the total number of votes legally
cast in the Meeting..
- Sixth agenda item:
-Number of blank votes (abstained) : 179,163,600 votes.
-Number of disapproving votes : -- votes.
-Number of approve votes : 5,858,011,680 votes
-So that the total of approve votes : 6,037,175,280 votes, or 100%, or more than
1/2 part of the total number of votes legally
cast in the Meeting
Meeting Resolutions:
First agenda decision:
- Approved and ratified the Company's Annual Report for the 2022 financial year including
the Company's Activity Report, the Supervisory Report of the Board of Commissioners and
the 2022 Financial Report, as well as providing full settlement and discharge of
responsibilities (acquit et de charge) to the Board of Directors and the Board of
Commissioners of the Company for the management and supervisory actions they carried
out in the 2022 financial year as long as these actions are reflected in the Annual Report.
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Second agenda decision:
- Approved the use of the Company's net profit for the 2022 financial year, as follows:
a. in the amount of Rp6.00 per share, distributed as cash dividends to the shareholders of
the Company, with due observance of the applicable tax regulations;
b. in the amount of Rp.10,000,000,000.00 (ten billion Rupiah) set aside and recorded as a
reserve fund;
c. the remainder is entered and recorded as retained earnings, to increase the working
capital of the Company.
Third agenda decision:
- Granted authority and power to the Board of Commissioners of the Company, to appoint a
Public Accountant and/or Public Accountant Firm, with independent criteria and registered
with the Financial Services Authority, which will audit the Company's financial statements
for the financial year 2023, because it is being considered and evaluated for appointment
Further Public Accountants and/or Public Accounting Firms, as well as to determine the
honorarium of the said Public Accountants and/or Public Accounting Firms, and to
determine the conditions relating to the appointment and dismissal of the said Public
Accountants and/or Public Accounting Firms, as well as the appointment of a replacement
Public Accountant. in the event that there is a replacement of the Public Accountant
concerned.
Fourth agenda decision:
a. Determine remuneration along with other facilities and allowances for members of the
Company's Board of Commissioners as a whole for the fiscal year 2023, a maximum of the
same as the fiscal year 2022, or with an increase not exceeding 10% from the financial year
2022, and authorize the President Commissioner to determine the allocation, by taking into
account the recommendations of the Remuneration Committee.
b. Granting authority to the Company's Board of Commissioners to determine remuneration
along with other facilities and benefits for members of the Company's Board of Directors,
taking into account the recommendations of the Remuneration Committee.
Fifth agenda decision:
a. Determine the composition of the members of the Company's Board of Directors and Board
of Commissioners as of the closing of this Meeting until the closing of the Company's
Annual General Meeting of Shareholders in 2027, as follows:
Board of Commissioners:
President Commissioner : Mr. MAKMUR WIDJAJA
(Independent
Commissioner)
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Commissioner : Mrs. ENDANG FIFI SUSANTO
Independent Commissioner : Mr. BING HARTONO PURNOMOSIDI
Independent Commissioner : Mrs. WELLY TANTONO
b. Granting authority and power to the Board of Directors of the Company and/or Mr. IBNU
SUSANTO, both collectively and individually, with the right of substitution, to
express/declare the decision regarding the composition of the members of the Board of
Directors and the Board of Commissioners of the Company in a deed made before a Notary,
and to subsequently notify the competent authorities, and carry out all and any necessary
actions in connection with the decision in accordance with the applicable laws and
regulations.
Sixth agenda decision:
- Received reports on the realization of the use of proceeds from the Public Offering of
Spindo Phase I Shelf-Registered Bonds II 2022 and Spindo's Shelf-Registered Sukuk Ijarah
I Phase II Year 2022, which have been fully used.
Surabaya, 30 June 2023
PT Steel Pipe Industry of Indonesia Tbk
The Board of Directors
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