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20251229_KRAS_Ringkasan Risalah//Risalah RUPS_32015778_lamp1.pdf
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ANNOUNCEMENT OF MINUTES OF
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS IN 2025
"PERUSAHAAN PERSEROAN (PERSERO)
PT KRAKATAU STEEL TBK" abbreviated as
"PT KRAKATAU STEEL (PERSERO) TBK"
In order to comply with the provisions of Article 49 paragraph (1) and Article 51 of the
Financial Services Authority Regulation Number 15/POJK.04/2020 concerning the Planning
and Holding of the General Meeting of Shareholders of Public Companies (hereinafter
referred to as “POJK No. 15”), the Board of Directors of PT KRAKATAU STEEL (PERSERO)
TBK (hereinafter referred to as the “Company”) hereby notifies the shareholders, that the
Company has held the Extraordinary General Meeting of Shareholders 2025 (hereinafter
referred to as “Meeting”), i.e.:
(A). On :
Day/Date : Tuesday/December 23 2025
Time : 15.07 WIB until 15.57 WIB
Place : Financial Hall, Graha CIMB Niaga 2nd Floor
Jl. Jenderal Sudirman Kav. 58, Jakarta.
Agenda of the Meeting:
1. Approval of the Confirmation of Restructuring Updates concerning Company Restructuring,
aligned with Law Number 16 of 2025 pertaining to the Fourth Amendment of Law Number
19 of 2003 governing State-Owned Enterprises.
2. Approval of the Company's Asset Guarantee Plan, which covers more than 50% of the
Company's Net Assets, in connection with the Company Restructuring based on Law
Number 16 of 2025 concerning the Fourth Amendment to Law Number 19 of 2003
concerning State-Owned Enterprises.
3. Approval of Changes to the Article of Association
4. Delegation of Authority for Approval of the Company's Work Plan and Budget (RKAP) for
2026.
5. Changes in the Management Company.
(B). Members of the Board of Directors and the Board of Commissioners attended the Meeting:
BOARD OF DIRECTORS
President Director : Muhamad Akbar;
Director of Finance & Risk Management : Daniel Fitzgerald Liman;
Director of Human Capital Management : Agus Nizar Vidiansyah;
Director of Business Development and Portfolio : Hernowo;
Director of Infrastructure and Operations : Utomo Nugroho.
BOARD OF COMMISSIONERS
President Commissioner : Hendro Martowardojo;
Independent Commissioner : David Pajung;
Independent Commissioner : Willgo Zainar;
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Commissioner : Setia Diarta;
Commissioner : Adityo Haryo Bimo.
(C). The Meeting was attended by a total of 15.515.256.071 shares with valid voting rights or
80,197% of the total shares with valid voting rights issued by the Company.
(D). In the Meeting, shareholders and/or their proxies were given the opportunity to ask
questions and/or provide opinions regarding the Meeting agenda.
(E).
1st Meeting Agenda : No questions.
2nd Meeting Agenda : There was 1 (one) question that has been answered properly by
the Board of Directors of the Company.
3rd Meeting Agenda : There was 1 (one) response from the Authorized Shareholder
of Series A Dwiwarna, who was physically present, who
approved the change in the rights of the Dwiwarna Series A
Shareholder.
4th Meeting Agenda : There was 1 (one) response from the Authorized Majority
Shareholder of Series B
5 Meeting Agenda : No questions.
th
(F). The decision-making mechanism for the Meeting, as regulated in the Meeting Rules of
Procedure, is briefly as follows:
Meeting decisions are made by deliberation to reach consensus. If deliberation to reach
consensus is not reached, then a vote is taken, where:
(i) For the First and Fourth Meeting agenda items, in accordance with the provisions of
Article 25 paragraph (1) letter a of the Company's Articles of Association, in the
event of a vote, the decision is valid if approved by more than ½ (one half) of the
total number of shares with voting rights present at the Meeting.
(ii) For the Second Meeting agenda item, in accordance with the provisions of Article
25 paragraph (2) letter a of the Company's Articles of Association, in the event of a
vote, the decision is valid if approved by more than ¾ (three quarters) of the total
number of shares with voting rights present at the Meeting.
(iii) For the Third Meeting agenda item, in connection with changes to the rights to
Series A Dwiwarna shares, in the event of a vote, in accordance with the provisions
of Article 45 letter c of POJK No. 15 of 2020, the decision is valid if approved by
more than ¾ (three quarters) of the shares with voting rights present at the
Meeting. Furthermore, for changes to the Articles of Association other than changes
to the rights to Series A Dwiwarna shares, in the event of a vote, then in
accordance with the provisions of Article 25 paragraph (5) letter a of the Company's
Articles of Association, in the event of a vote, the decision is valid if approved by the
Series A Dwiwarna shareholders and other shareholders and/or their authorized
representatives who together represent more than 2/3 (two-thirds) of the total
number of shares with voting rights present at the Meeting.
(iv) For the Fifth Meeting agenda, in accordance with the provisions of Article 25
paragraph (4) letter a of the Company's Articles of Association, in the event of a
vote, the decision is valid if approved by the Series A Dwiwarna shareholders and
other shareholders and/or their authorized representatives who together represent
more than ½ (one-half) of the total number of shares with voting rights present at
the Meeting.
With due observance of the provisions of the Articles of Association and regulations
applicable to and related to the Company. Voting on each Meeting agenda item was
conducted openly, with a procedure that invited those who disagreed and/or
abstained to raise their hands and submit their completed ballots to the Meeting
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officer. Those who did not raise their hands and those who abstained were deemed to
have cast the same vote as the majority of Shareholders. The Meeting Chairperson
provided Shareholders and/or their proxies with the opportunity to submit written
questions and/or responses to each Meeting agenda item discussed.
(G). The results of the Meeting resolution carried out through voting:
1st Meeting Agenda :
Agree Abstain Disagree
15.482.047.246 votes or No Vote. 33.208.825 votes or
99,786% of the total shares 0,214% of the total shares
with valid voting present at the with valid voting present at
Meeting. the Meeting.
Resolution of 1st Meeting Agenda:
1. Confirming Approval of the Confirmation of Restructuring Updates concerning
Company Restructuring, aligned with Law Number 16 of 2025 about the Fourth
Amendment of Law Number 19 of 2003 governing State-Owned Enterprises.
Regulatory Agency in accordance with letter Number: S-102/BPU/12/2025 dated
December 2, 2025 as a strategic step to improve the internal conditions and
performance of the Company with the restructuring method as explained, the
implementation of which is carried out carefully and cautiously in accordance with
the provisions of the Company's articles of association and applicable laws and
regulations and taking into account the studies that form the basis of the
restructuring plan to be able to achieve the intended purpose and objectives as
well as the planned benefits.
2. Granting authority and power to the Board of Commissioners by first obtaining
written approval from the Series A Dwiwarna Shareholder to provide approval in
the event of a change in the restructuring method.
2nd Meeting Agenda :
Agree Abstain Disagree
15.482.017.367 votes or No Vote. 33.238.704 votes or
99,786% of the total shares 0,214% of the total shares
with valid voting present at the with valid voting present at
Meeting. the Meeting.
Resolution of 2nd Meeting Agenda:
1. Approved the Company's Asset Guarantee Plan, which covers more than 50% of
the Company's Net Assets, in connection with the Company Restructuring based
on Law Number 16 of 2025 concerning the Fourth Amendment to Law Number 19
of 2003 concerning State-Owned Enterprises.
2. Granting authority to the Board of Directors to carry out the necessary actions in
connection with the implementation of the asset guarantee, including the
preparation of related guarantee deeds, while still paying attention to agreements
with third parties, laws and regulations, including provisions in the Capital Market
sector.
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3rd Meeting Agenda :
Referring to Article 45 of POJK No. 15 of 2020, in connection with the amendment to
Article 5 of the Company's Articles of Association regarding the adjustment of the
privileges of Series A Dwiwarna shareholders, 1 (one) share or 100% of Series A
Dwiwarna shareholders has been approved as affected shareholders.
For changes to the Company's Articles of Association which contain provisions other
than those above, it can be stated that:
Agree Abstain Disagree
15.482.046.246 votes or No Vote 33.209.825 votes or
99,785% of the total shares 0,214% of the total shares
with valid voting present at the with valid voting present at
Meeting. the Meeting.
Resolution of 3rd Meeting Agenda:
1. Approved the amendments to the Company's Articles of Association, including for
the purpose of complying with regulations and policies, including Law Number 16 of
2025 concerning the Fourth Amendment to Law Number 19 of 2003 concerning
State-Owned Enterprises, including approving the amendment to Article 5 of the
Company's Articles of Association concerning the adjustment of privileges to Series
A Dwiwarna Shares owned by the Republic of Indonesia;
2. Approved the restructuring of all provisions in the Company's Articles of Association
into a comprehensive codification in connection with the changes referred to in
point 1 of the aforementioned decision;
3. Granted the Company power and authority with the right of substitution to take all
necessary actions related to the decisions on the agenda of this Meeting, including
drafting and restating the entire Company's Articles of Association in a Notarial
Deed and granting the power of attorney with the right of substitution to submit to
the authorized agency for receipt of notification and approval of the amendments to
the Company's Articles of Association, and to do everything deemed necessary and
useful for such purposes, without any unforeseen circumstances, including the
implementation and/or amendment of the amendments to the Articles of
Association, if required by law.
4th Meeting Agenda :
Agree Abstain Disagree
15.482.046.246 votes or No Vote. 33.209.825 votes or
99,786% of the total shares 0,214% of the total shares
with valid voting present at the with valid voting present at
Meeting. the Meeting.
Resolution of 4th Meeting Agenda:
Granting authority and power to the Board of Commissioners by first obtaining written
approval from the Most Series B Shareholders to approve the Company's 2026 Work
Plan and Budget (RKAP), including the amendments.
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5th Meeting Agenda :
Agree Abstain Disagree
15.482.046.246 votes or No Vote. 33.209.825 votes or
99,786% of the total shares 0,214% of the total shares
with valid voting present at the with valid voting present at
Meeting. the Meeting.
Resolution of 5th Meeting Agenda:
1. Honorably discharged the members of the Board of Directors and the Board of
Commissioners as mentioned below:
1) Director of Human Capital Management : Agus Nizar Vidiansyah
2) Director of Infrastructure and Operation : Utomo Nugroho
whose are appointed respectively based on the Resolution of the Extraordinary
GMS of 2023 dated January 18, 2023 jo. Resolution of the Extraordinary GMS of
2024 dated December 16, 2024 and Extraordinary GMS of 2024 dated December
16, 2024. Effective as of the closing of this GMS, with gratitude for the
contribution of power and thoughts given during their tenure as the Company's
Management.
2. Appointing the following names as Board of Directors and Board of
Commissioners of the Company:
1) Director of Human Capital Management : Suryantoro Waluyo
2) Direktur Infrastruktur dan Operasi : Sidik Darusulistyo
3. The term of office of the members of the Board of Directors appointed as
referred to in number 2, shall be at the latest until the closing of the 5th (fifth)
Annual GMS since the stipulation of this Decree, taking into account the laws and
regulations in the Capital Market sector and without reducing the right of the
GMS to dismiss at any time.
4. Due to the discharge and appointment of the Company's Management as
referred to in points 1 and 2, the composition of the Company's Management is
as follows:
a. Board of Directors
1) President Director : Muhamad Akbar Djohan
2) Director of Human Capital : Suryantoro Waluyo
3) Director of Finance and Risk Management : Daniel Fitzgerald Liman
4) Director of Commercial, Business Development
and Portfolio : Hernowo
5) Director of Infrastructure and Operations : Sidik Darusulistyo
b. Board of Commissioners
1) President Commissioner : Hendro Martowardojo
2) Commissioner : Setia Diarta
3) Commissioner : Adityo Haryo Bimo
4) Independent Commissioner : David Pajung
5) Independent Commissioner : Willgo Zainar
5. Members of the Board of Directors who are appointed as referred to in second
paragraph of this resolution and are still holding other positions that are
prohibited by laws and regulations from being held concurrently with the position
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of Director and Commissioner of State Owned Enterprise, then the related person
must resign or be dismissed from said position.
6. Granting the power of attorney with the right of substitution to the Company's
Board of Directors to stipulate the decisions of this GMS in the form of a notarial
deed, and to appear before a notary or authorized official, and to make
adjustments or improvements as necessary if required by the authorized party
for the purposes of implementing the contents of the Meeting's resolutions.
Jakarta, December 23 2025
PT KRAKATAU STEEL (PERSERO) Tbk
Board of Director
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