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PT SUNINDO PRATAMA Tbk
Certificate Number : 26340
SUMMARY OF MINUTES
ANNUAL GENERAL MEETING OF SHAREHOLDERS (AGMS)
PT SUNINDO PRATAMA Tbk
domiciled in South Jakarta
("Company")
The Board of Directors of the Company hereby notifies that the Company has held an Annual General Meeting of
Shareholders (AGMS), hereinafter referred to as the (the "Meeting"), with the following details:
I. Meeting details
Day/Date : Tuesday, 27 June 2023
Time : 09.17 – 10.34 WIB
Location : Casablanca Room 8
Wyndham Casablanca Jakarta
JI. Raya Casablanca No.18, South Jakarta 12870
II. Agenda and Explanation of the Annual General Meeting of Shareholders:
1. Approval of the Company's Annual Report and Ratification of the Company's Financial Statements
for the Financial Year ended December 31, 2022.
2. Allocation of the use of the Company's net profit for the Financial Year ended December 31, 2022.
3. Appointment of the Public Accounting Firm and/or Public Accountant to perform audit on the
Company's Financial Statements for the Financial Year ending December 31, 2023.
4. Determination of remuneration for members of the Board of Directors and/ or members of the Board
of Commissioners for the Year of 2023.
5. Changes in the composition of the members of the Board of Directors and/or the Board of
Commissioners of the Company.
6. Report on the Use of Proceeds of the 2023 Initial Public Offering of the Company.
III. Chairman of the Meeting
The meeting was chaired by Mr. Harry Wiguna as the Company's Independent Commissioner, in
accordance with the Decision of the Company's Board of Commissioners Meeting dated 20 June
2023.
IV. Attendance of members of the Company's Board of Directors and Board of Commissioners
Board of Directors
President Director : Mr. WILLY JOHAN CHANDRA
Director : Mr. ANDY GUNAWAN
Board of Commissioners
President Commissioner : Mr. SOE TO TIE LIN
Independent Commissioner : Mr. HARRY WIGUNA
V. Attendance Quorum
The Meeting was attended by Shareholders and/or Proxy Holder representing 2,136,896,900 shares in
the Company, constituting 85.48% of the total 2,500,000,000 shares issued by the Company.
Jl. Prof. Dr. Soepomo SH. No.48. Tebet Jakarta Selatan – 12870 - Indonesia
Tel : +62 21 8378 5773 Fax : +62 21 8378 5776
E-mail : general@sunindogroup.com
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PT SUNINDO PRATAMA Tbk
Certificate Number : 26340
VI. Submission of Questions and/or Opinions related to the Meeting Agenda
In every discussion of the Meeting’s agenda, the Company has provided an opportunity for the
Shareholders or their Proxies to be able to ask questions and/or opinions related to the discussion of
each agenda of the Meeting. Until the end of the Meeting there were no question and/or opinion from
the Shareholders or their Proxies.
VII. Voting Mechanism
- Resolution on each Meeting agenda was adopted by deliberation for consensus. If deliberation for
consensus is not reached, then the resolution in the Meeting is resolved by voting;
- Voting can be carried out
(a) by electronic means (e-Voting) through the eASY.KSEI application or system utilized
by the appointed Securities Administration Bureau; and
(b) physically/directly in the Meeting room via a voting card given to the Securities
Administration Bureau;
- Each holder of 1 (one) share is entitled to cast 1 (one) vote;
- Shareholders or their Proxies who did not vote or cast abstain vote are considered
casting the same vote as the majority of voting result;
- Voting is carried out after the presentation of each agenda of the Meeting;
- For agenda that requires the Meeting’s approval, resolutions will be adopted provided it
is approved by more than 1/2 (one-half) of the total votes validly casted in the Meeting,
for the first, second, third, fourth and fifth agenda of the Meeting.
- As for the sixth agenda of the Meeting, there is no voting requirement considering the
nature of this agenda was merely a report submission.
VIII. Capital Market Supporting Professionals who Assist and Present in the Meeting:
1) Public Notary : Ms. Christina Dwi Utami S.H., M. Hum, M.Kn
2) Securities Administration Bureau : PT ADIMITRA JASA KORPORA, represented by Ms.
Deli Lestari Rajagukguk and the team.
3) Public Accounting Firm : Kantor Akuntan Publik KANAKA PURADIREDJA
SUHARTONO, represented by Mr. Hendrawan
Diandi and the team.
Jl. Prof. Dr. Soepomo SH. No.48. Tebet Jakarta Selatan – 12870 - Indonesia
Tel : +62 21 8378 5773 Fax : +62 21 8378 5776
E-mail : general@sunindogroup.com
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PT SUNINDO PRATAMA Tbk
Certificate Number : 26340
IX. Meeting’s Agenda and Voting Results
First Agenda : Approval of the Company's Annual Report and Ratification of the Company's Financial
Statements for the Financial Year ended December 31, 2022
Agree Not Approve Abstain
2.136.884.900 shares (99,9994%) - 12.000 shares (0,0006%)
Total Agree : 2.136.896.900 shares (100%)
Resolutions : Approved the Company's Annual Report and ratified the Company's Financial
Statements for the Financial Year ended December 31, 2022, including, among
others, the Company's Activity Report, the Board of Commissioners' Supervisory
Report, the Company's Financial Statements for the financial year ended
December 31, 2022 and granted release and discharge of responsibility (acquit et
decharge) to the Board of Directors and Board of Commissioners for the
management and supervision carried out for the financial year ended December
31, 2022.
Total questions/ : None
opinions
Second Agenda : Allocation of the use of the Company's net profit for the Financial Year ended
December 31, 2022
Agree Not Approve Abstain
2.136.884.900 shares (99,9994%) - 12.000 shares (0,0006%)
Total Agree : 2.136.896.900 shares (100%)
Resolutions : 1. Approved the use of the Company's net profit for the financial year ended on
December 31, 2022, as follows:
a. Rp. 7,500,000,000.- (seven billion five hundred million Rupiah) or
10.25% (ten point two five percent) of the Company's net profit to be
distributed as cash dividends to shareholders, namely 2,500,000,000
(two billion five hundred million) shares, so that each share will receive a
cash dividend of IDR 3 (three Rupiah), taking into account the
applicable Financial Services Authority Regulations and Tax
Regulations;
b. the remaining net profit of the Company after dividends deduction of
IDR 65,654,943,228, - (sixty five billion six hundred fifty four million nine
hundred forty three thousand two hundred twenty eight Rupiah), - will be
booked as the Company's retained earnings;;
2. Granted power and authority to the Board of Directors of the Company to take
any and all necessary actions in connection with the decision above, in
accordance with the laws and regulations applicable.
Total questions/ : None
opinions
Jl. Prof. Dr. Soepomo SH. No.48. Tebet Jakarta Selatan – 12870 - Indonesia
Tel : +62 21 8378 5773 Fax : +62 21 8378 5776
E-mail : general@sunindogroup.com
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PT SUNINDO PRATAMA Tbk
Certificate Number : 26340
Third Agenda : Appointment of the Public Accounting Firm and/or Public Accountant to perform audit
on the Company's Financial Statements for the Financial Year ending December 31,
2023
Agree Not Approve Abstain
2.136.884.900 shares (99,9994%) - 12.000 shares (0,0006%)
Total Agree : 2.136.896.900 shares (100%)
Resolutions : 1. Appointed a Registered Public Accounting Firm (including a Registered
Public Accountant incorporated in a Registered Public Accounting Firm)
which will audit the Company's Financial Statements for the 2023 financial
year, namely the Public Accounting Firm KANAKA PURADIREDJA
SUHARTONO, after considering the proposal from the Company's Board of
Commissioners.
2. Granted authority and power to the Board of Commissioners to appoint a
replacement Public Accountant or terminate the appointed Public
Accountant, if for any reason based on the provisions of the Capital Market in
Indonesia the appointed Public Accountant is unable to carry out/complete
his/her duties.
3. Granted authority and power to the Board of Directors with the approval of
the Board of Commissioners to determine the honorarium of the Public
Accountant and the terms of appointment.
Total questions/ : None
opinions
Fourth Agenda : Determination of remuneration for members of the Board of Directors and/ or
members of the Board of Commissioners for the Year of 2023
Agree Not Approve Abstain
2.135.099.900 shares (99,9159%) 1.785.000 shares (0,0835%) 12.000 shares (0,0006%)
Total Agree : 2.135.111.900 shares (99,9165%%)
Resolutions : 1. Granted authority to the Board of Commissioners to determine salaries and
other benefits for members of the Company's Board of Directors for the 2023
financial year, taking into account recommendations from the Company's
Nomination and Remuneration Function which are currently carried out by
the Board of Commissioners.
2. Determined the salary or honorarium and/or other benefits for members of
the Company's Board of Commissioners for the 2023 financial year as much
as IDR 4,018,414,000 (four billion eighteen million four hundred and fourteen
thousand rupiah) per year, and give authority and power of attorney to the
Board of Commissioners meeting to determine the allocation, taking into
account the recommendation from the Company's Nomination and
Remuneration Function.
Total questions/ : None
opinions
Jl. Prof. Dr. Soepomo SH. No.48. Tebet Jakarta Selatan – 12870 - Indonesia
Tel : +62 21 8378 5773 Fax : +62 21 8378 5776
E-mail : general@sunindogroup.com
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PT SUNINDO PRATAMA Tbk
Certificate Number : 26340
Fifth Agenda : Changes in the composition of the members of the Board of Directors and/or the
Board of Commissioners of the Company
Agree Not Approve Abstain
2.136.884.900 shares (99,9994%) - 12.000 shares (0,0006%)
Total Agree : 2.136.896.900 shares (100%)
Resolutions : 1. Approved to change the composition of the members of the Company's
Board of Directors, as follows:
a. Accept resignation:
i. Mr. TALIM from his position as Director of the Company
ii. Mr. ANDY GUNAWAN from his position as Director of the Company
by granting full release and discharge of responsibilities (acquit et de
charge) during their management immediately after the closing of this
Meeting, insofar as the management actions they carried out during their
tenure as members of the Company's Board of Directors are reflected in
the books and/or financial statements of the Company which have been
approved by the shareholders of the Company in the framework of
managing the Financial Year ended on 31 December 2022 and in
accordance with the applicable laws and regulations..
b. Appointed Mr. BAMBANG PRIHANDONO as the new Director of the
Company and reappointed Mr. WILLY JOHAN CHANDRA as the
President Director of the Company, Mr. SOE TO TIE LIN as the President
Commissioner of the Company, and Mr. Doktorandus HARRY WIGUNA
as the Independent Commissioner of the Company.
so that effective from the closing date of this Meeting until the closing of the
fifth Annual General Meeting of Shareholders of the Company after the date
of their appointment, the composition of the members of the Board of
Directors and the Board of Commissioners of the Company are as follows:
Board of Directors
President Director : Mr. WILLY JOHAN CHANDRA;
Director : Mr. BAMBANG PRIHANDONO;
Board of Commissioners
President Commissioner : Mr. SOE TO TIE LIN;
Independent Commissioner : Mr. Doktorandus HARRY WIGUNA;
without prejudice to the right of the General Meeting of Shareholders to
dismiss members of the Board of Directors at any time before their term of
office ends.
2. Agreed to give authority and power to the Board of Directors of the Company
both individually and jointly, with the right of substitution, to take any and every
action necessary in connection with the decision, including but not limited to
making/declaring a decision regarding the composition of the members of the
Board of Directors of the Company mentioned above and reaffirm the
composition of the members of the Board of Directors and the Board of
Commissioners of the Company and confirm the composition of the
Company's shareholders (if necessary), into the deeds made before a Notary
Jl. Prof. Dr. Soepomo SH. No.48. Tebet Jakarta Selatan – 12870 - Indonesia
Tel : +62 21 8378 5773 Fax : +62 21 8378 5776
E-mail : general@sunindogroup.com
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PT SUNINDO PRATAMA Tbk
Certificate Number : 26340
as required by and in accordance with the provisions of the applicable laws
and regulations, which henceforth deliver notification of changes of the
Company's data to the competent authorities, as well as take all and any
necessary actions in connection with the decision in accordance with the
applicable laws and regulations.
Total questions/ : None
opinions
Sixth Agenda : Report on the Use of Proceeds of the 2023 Initial Public Offering of the Company
This agenda item does not require the approval of the Meeting because it is merely a report submisson.
Total questions/ : None
opinions
Jakarta, 30 June 2023
PT Sunindo Pratama Tbk
Board of Directors
Jl. Prof. Dr. Soepomo SH. No.48. Tebet Jakarta Selatan – 12870 - Indonesia
Tel : +62 21 8378 5773 Fax : +62 21 8378 5776
E-mail : general@sunindogroup.com
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