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ANNOUNCEMENT OF
SUMMARY OF MINUTES OF
ANNUAL GENERAL MEETING OF
PT BUMI RESOURCES TBK.
PT BUMI RESOURCES TBK (“the Company”), domiciled in South Jakarta, hereby would like to inform that on Friday, 30 June 2023,
the Company has convened its Annual General Meeting of Shareholders (“AGMS”) at J.S. Luwansa Hotel, Ballroom 2, Lantai 1, Jl. H.R. Rasuna
Said Kav. C-22, Kuningan, Jakarta Selatan - 12940, Indonesia.
The AGMS was opened at 15.02 Western Indonesia Time and was attended both physically and virtually by members of the Board of
Commissioners and Directors of the Company, as follows:
A. Board of Commissioners and Directors Physically Present at the AGMS
Board of Commissioners Directors
- President Director : Mr. ADIKA NURAGA BAKRIE
- President Commissioner concurrently as - Director : Mr. ANDREW CHRISTOHPER
Independent Commissioner : Mr. SHARIF CICIP BECKHAM
SUTARDJO - Director : Mrs. R.A. SRI DHARMAYANTI
- Independent Commissioner : Mr. Y.A. DIDIK CAHYANTO - Director : Mr. ASHOK MITRA
- Director : Mr. MARINGAN MIH HUTABARAT
- Director : Mr. RIO SUPIN
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B. Board of Commissioners and Directors Virtually present at the AGMS
Board of Commissioners Directors
- Independent Commissioner : Mr. KANAKA
PURADIREDJA
- Director : Mr. JIAN WANG
- Commissioner : Mr. THOMAS MYER
- Director : Mr. YINGBIN IAN HE
KEARNEY
- Commissioner : Mr. JINPING MA
C. Attendance Quorum of Shareholders
That the quorum requirements in order to validly convene the AGMS are as follows:
➢ Quorum for Attendance and Quorum for Adoption of Resolutions
• For the agenda items of the AGMS, the provision of Article 41 paragraph 1(a) of /POJK.15/2020 and Article 12 paragraph 2.(1).a
of the Company’s Articles of Association shall apply, which stipulate that an AGMS may be convened if attended by the
Shareholders and/or represented by their legitimate proxies representing more than ½ (one half) of the Company’s total issued
shares carrying valid voting rights and pursuant to the provision of Article 41 paragraph 1(c) of OJK Rule No. 15/2020 and Article
12 paragraph 2.(1).c of the Company’s Articles of Association, which stipulate that any resolution of the AGMS shall be valid if
approved by more than ½ (one half) of total voting shares present thereat.
- The AGMS was attended by Shareholders or their legitimate Proxies amounting to 302,453,048,896 (three hundred two billion - four
hundred fifty three million - forty eight thousand eight hundred and ninety six) shares or accounting for 81.45% (eighty one point forty
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five percent) of 371,320,705,024 (three hundred seventy one billion - three hundred twenty million - seven hundred five thousand and
twenty four), being the total number of issued shares of the Company as at 7 June 2023 up until 4 pm.
- Based on the attendance quorum, the AGMS was declared valid and was therefore allowed to adopt valid and binding resolutions for its
whole agenda.
D. Agenda Items of AGMS
1. Approval for Directors’ Accountability Statement in respect of the running of the Company for Financial Year ended
31 December 2022.
2. Ratification of Balance Sheet and Profit/Loss Account for Financial Year ended 31 December 2022.
3. Appointment of Public Accountant to conduct the audit of Financial Statements of the Company for Financial Year ended
31 December 2023.
4. Change and/or reconfirmation of the Composition of Directors and Board of Commissioners of the Company.
5. The grant of authority to Board of Commissioners and Directors of the Company for issuance of new shares in respect of
Indonesia local Mandatory Convertible Bonds (OWK) issued by the Company, as already approved by the Company’s
Extraordinary General Meetings of 7 February 2017 and 14 January 2022.
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E. Question & Answer Session
Prior to the adoption of resolutions, the Chairman of AGMS provided the opportunity to the shareholders to raise their questions in each
discussion of the Agenda Items of the AGMS. 2 (two) Shareholders or Proxy Holders raised their questions in the discussion of the 1st agenda
item of the AGMS, and 2 (two) Shareholders or Proxy Holders raised questions in the discussion of the 5th agenda item of the AGMS.
F. Mechanism for Adopting Resolutions
• Resolutions were adopted through amicable discussions for consensus. However, in the case of a shareholder or proxy holder rejecting
a proposed resolution or casting abstention vote, the resolution would be adopted by voting.
• Voting was done by the Notary.
Note: Regarding the discussion of the whole agenda of the AGMS, since the 1st and the 2nd agenda items were correlated to each other,
they were discussed at the same time without interruption. However, the adoption of the resolutions was made separate for each
of the agenda items.
G. AGMS Resolutions
First Agenda Item of AGMS
Approval for Directors’ Accountability Statement in respect of the running of the Company
for Financial Year ended 31 December 2022.
Number of Shareholders 2 Shareholders.
Asking Questions
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Voting Results In Favour Abstention Against
AGMS was approved by 301,347,838,358 (three hundred one 3,020,653,090 (three bilion twenty 1,105,210,538 (one billion one
majority of votes billion three hundred forty seven million six hundred fifty three hundred five million two hundred
million eight hundred thirty eight thousand and ninety) shares. ten thousand five hundred thirty
thousand three hundred fifty eight) -That pursuant to Article 47 of OJK eight) shares or 0.365% (zero
shares or 99,634% (ninety nine point Rule No. 15/2020 and Article 12 point three six five) percent of
six three four percent) of total number paragraph 2.(8) of the Company’s total numbers of votes present at
of votes present at the AGMS. Articles of Association, votes the AGMS.
present, but do not cast a vote
(abstention) shall be deemed to have
cast the same vote as the majority of
votes.
Resolution of the 1st To approve the Company’s Annual Report, the key points of which have been presented by the Directors
Agenda Item of AGMS of the Company and reviewed by the Board of Commissioners regarding the conditions and the running
of the Company for financial year ended on 31 December 2022.
Second Agenda Item of AGMS
Ratification of Balance Sheet and Profit/Loss Account for Financial Year ended 31 December 2021.
Number of Shareholders None.
Asking Questions
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Voting Results In Favour Abstention Against
AGMS was approved by 302,314,931,496 (three hundred two 3,020,689,590 (three billion twenty 138,117,400 (one hundred thirty
majority of votes billion three hundred fourteen million thousand six hundred eighty nine eight million one hundred
nine hundred thirty one thousand four thousand five hundred ninety) seventeen thousand four
hundred ninety six) shares or shares. hundred) shares or 0.045% (zero
99.954% (ninety nine point nine five -That pursuant to Article 47 of OJK point zero four five percen) of
four percent) of total number of votes Rule No. 15/2020 and Article 12 total number of votes present at
present at AGMS. paragraph 2.(8) of the Company’s AGMS.
Articles of Association, votes
present, but do not cast a vote
(abstention) shall be deemed to have
cast the same vote as the majority of
votes.
Resolution of the 2nd 1. To ratify the Financial Statements of the Company, including therein the balance sheet and the income
Agenda Item of AGMS statement of the Company for financial year ended on 31 December 2022, having been audited by
Public Accountant Bapak Donny Iskandar Maramis of Public Accounting Firm Amir Abadi Jusuf,
Aryanto, Mawar dan Rekan (RSM Indonesia) with a Fair Opinion in all material respects as evident
from their report No.00208/2.1030/AU.1/02/1514-2/1/III/2023 dated 28 March 2023.
2. To grant full release and discharge to Directors and Board of Commissioners of the Company for their
managerial and supervisory actions that they carried out for financial year ended 31 December 2022
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(acquit et de charge) to the extent that such actions are reflected in the Annual Report and the Financial
statements of the Company for financial year ended on 31 December 2022, and are not against the laws
and regulations.
3. To declare that for this financial year ended on 31 December 2022, the Company is unable to pay out
dividends to all its shareholders.
Third Agenda Item of AGMS
Appointment of Public Accountant to conduct the audit of Financial Statements of the Company
for Financial Year ended 31 December 2023.
Number of Shareholders None.
Asking Questions
Voting Results In Favour Abstention Against
AGMS was approved by 302,157,698,896 (three hundred two 2,995,707,190 (two billion nine 295,350,000 (two hundred ninety
majority of votes billion one hundred fifty seven million hundred ninety five million seven five million three hundred fifty
six hundred ninety eight thousand hundred seven thousand one thousand) shares or 0.097% (zero
eight hundred ninety six) shares or hundred ninety) shares. point zero nine seven percent) of
99.902% (ninety nine point nine zero -That pursuant to Article 47 of OJK total number of votes present at
two percent) of total number of votes Rule No. 15/2020 and Article 12 the AGMS.
present at the AGMS. paragraph 2.(8) of the Company’s
Articles of Association, votes
present, but do not cast a vote
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(abstention) shall be deemed to have
cast the same vote as the majority of
votes.
Resolutions of the 3rd 1. To appoint Public Accounting Firm Amir Abadi Jusuf, Aryanto, Mawar dan Rekan (RSM) as the
Agenda Item of AGMS Public Accounting Firm who will conduct the audit of the financial statements of the Company for
financial year ended December 31, 2023 and/or for any given period throughout 2021 (at any time
when required), as well as grant the powers and authority to Directors of the Company to determine
the amount of honorarium for Public Accountant, as well as other requirements for such appointment
upon considering the recommendation of Board of Commissioners of the Company.
2. To grant the authority to the Meeting to delegate the appointment and dismissal of the public
accountant who will be auditing the the financial statements of the Company for financial year 2023,
and other periods in financial year 2023, to the Board of Commissioners, upon considering their
recommendations in accordance with the provisions of Article 59 of OJK Rule No. 15/POJK.04/2020
on the Planning and Convening of General Meetings of Publicly Listed Companies.
Fourth Agenda Item of AGMS
Change and/or reconfirmation of the Composition of Directors and Board of Commissioners of the Company.
Number of Shareholders None
Asking Questions
Voting Results In Favour Abstention Against
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AGMS was approved by 299,104,516,039 (two hundred ninety 2,995,710,890 (two billion nine 3,348,532,857 (three billion three
majority of votes nine billion one hundred four million hundred ninety five million seven hundred forty eight million five
five hundred sixteen thousand thirty hundred ten thousand eight hundred hundred thirty two thousand
nine) shares or 98.892% (ninety eight ninety) shares. eight hundred fifty seven) shares
point eight nine two percent) of total -That pursuant to Article 47 of OJK or 1.107% (zero point one zero
number of votes present at AGMS. Rule No. 15/2020 and Article 12 seven percent) of total number of
paragraph 2.(8) of the Company’s votes present at AGMS.
Articles of Association, votes
present, but do not cast a vote
(abstention) shall be deemed to have
cast the same vote as the majority of
votes.
Resolutions of the 4th 1. To grant a full release and discharge (acquit et decharge) to Bapak Shuyou Dong as Director of the
Agenda Item of AGMS Company from the management actions that he carried out during his term of office.
2. To approve the appointments of
1) Mr. Agoes Projosasmito, as Vice President Director of the Company;
2) Mr. Adrian Wicaksono, as Director of the Company;
3) Mr. Phiong Phillipus Darma, as Director of the Company;
4) Mr. Eddy Sanusi, as Director of the Company;
5) Mr. Himawan Setiadi, as Director of the Company.
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,which shall take effect as of the closing of the Meeting up until the Annual General Meeting 2028
of the Company, without impairing the right of the shareholders to dimiss each of them at any time
in accordance with the prevailing laws and regulations.
3. To approve the appointment of Mr.Anggawira as Independent Commissioner of the Company, which
shall take effect as of the closing of the Meeting up until the Annual General Meeting 2028 of the
Company, without impairing the right of the shareholders to dismiss him at any time in accordance
with the prevailing laws and regulations.
Accordingly, the Composition of Board of Commissioners and Directors of the Company will be as
follows:
Board of Commissioners:
1. Mr. Sharif Cicip Sutardjo as President Commissioner and Independent Commissioner of the
Company;
2. Mr. Drs. Anton Setianto Soedarsono, as Independent Commissioner of the Company;
3. Mr. Drs. Kanaka Poeradiredja, as Independent Commissioner of the Company;
4. Mr. Y.A. Didik Cahyanto, as Independent Commissioner of the Company;
5. Mr. Anggawira, as Independent Commissioner of the Company;
6. Mr. Adhika Andrayudha Bakrie, as Commissioner of the Company;
7. Mr. Thomas Myer Kearney, as Commissioner of the Company;
8. Mr. Jinping Ma, as Commissioner of the Company;
9. Mr. Benjamin Bao (Jianmin Bao), as Commissioner of the Company.
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Directors:
1. Mr. Adika Nuraga Bakrie, as President Director of the Company;
2. Mr. Agoes Projosasmito, as Vice President Director of the Company’
3. Mr. Nalinkant A. Rathod, as Director of the Company;
4. Mr. Adrian Wicaksono, as Director of the Company;
5. Mr. Phiong Phillpus Darma, as Director of the Company;
6. Mr. Eddy Sanusi, as Director of the Company;
7. Mr. Andrew C. Beckham, as Director of the Company;
8. Mr. Dileep Srivastava, as Independent Director of the Company;
9. Mrs. R.A. Sri Dharmayanti, as Director of the Company;
10. Mr. Ashok Mitra, as Director of the Company;
11. Mr. Maringan MIH Hutabarat, as Director of the Company;
12. Mr. Ying Bin Ian He, as Director of the Company;
13. Mr. Rio Supin, as Director of the Company;
14. Mr.Jian Wang, as Director of the Company; and
15. Mr. Himawan Setiaadi, as Director of the Company.
4. To grant full authority and powers with the right of substitution to Directors of the Company either
individually or jointly to perform any necessary actions in relation to the resolutions adopted/passed
herein, including but not limited to formalizing the appointments of the members of Board of
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Commissioners and Directors of the Company in a notarial deed and recording the same in the
Company Register in accordance with the prevailing laws and regulations.
5. To approve the grant of authority to Board of Commissioners of the Company, taking into account the
recommendation from the Nomination and Remuneration Committee of the Company, to determine
the salary, honorarium and other allowances (if any), as well as the distribution of duties and authority
of each member of Directors and Board of Commissioners.
Fifth Agenda Item of AGMS
The grant of authority to Board of Commissioners and Directors of the Company for issuance of new shares in respect of
Indonesia local Mandatory Convertible Bonds (OWK) issued by the Company, as already approved by the Company’s
Extraordinary General Meetings of 7 February 2017 and 14 January 2022.
Number of Shareholders 2 shareholders.
Asking Questions
Voting Results In Favour Abstention Against
The AGMS was approved 299,270,615,839 (two hundred ninety 2,997,271,590 (two billion nine 3,182.433,057 (three billion one
by majority of votes nine billion two hundred seventy hundred ninety seven million two hundred eighty two million four
million six hundred fifteen thousand hundred seventy one thousand five hundred thirty three thousand
eight hundred thirty nine) shares or hundred ninety) shares. fifty seven) shares or 1.052%
98.947% (ninety eight point nine four -That pursuant to Article 47 of OJK (one point zero five two percent)
seven) percent of total number of Rule No. 15/2020 and Article 12 of total votes present at AGMS.
votes present at AGMS. paragraph 2.(8) of the Company’s
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Articles of Association, votes
present, but do not cast a vote
(abstention) shall be deemed to have
cast the same vote as the majority of
votes.
Resolution of the 5th Confirmation and re-grant of the authority to Board of Commissioners and Directors of the Company for
Agenda Item of AGMS. issuance of new shares in relation to Mandatory Convertible Bonds (OWK) issued by the Company, as
already approved by the 7 February 2017 and 14 January 2022 Extraordinary General Meetings of the
Company
The AGMS of the Company was officially closed at 4.22 pm Jakarta Time.
Jakarta, 3 July 2023
PT Bumi Resources Tbk.
DIRECTORS
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