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20251218_ADHI_Ringkasan Risalah//Risalah RUPS_32014210_lamp2.pdf
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ASHOYA RATAM, SH, MKn.
NOTARIS & P.P.A.T KOTA ADMINISTRASI JAKARTA SELATAN
________________________________________________________________________________________________________
Jl. Suryo No. 54, Kebayoran Baru, Jakarta 12180, Telp. : 021-29236060, Fax. : 021-29236070 Email: notaris@ashoyaratam.com
________________________________________________________________________________________________________
Jakarta, Desember 16th 2025
Nomor : 415B/XII/2025
Subject : Summary of the Minutes of The Extraordinary General Meeting
of Shareholders of “PERUSAHAAN PERSEROAN (PERSERO)
PT ADHI KARYA Tbk”, abbreviated as “PT ADHI KARYA (PERSERO) Tbk”
To the Respectful
“PERUSAHAAN PERSEROAN (PERSERO) PT ADHI KARYA Tbk”,
abbreviated as “PT ADHI KARYA (PERSERO) Tbk”
In Jakarta
Dear Sirs,
We hereby convey the Summary of the Minutes of the Extraordinary General Meeting of
Shareholders (hereinafter abbreviated as the “Meeting”) of “PERUSAHAAN
PERSEROAN (PERSERO) PT ADHI KARYA Tbk” abbreviated as “PT ADHI KARYA
(PERSERO) Tbk”, having its domicile in South Jakarta (hereinafter shall be referred to as
the “Company”), which was held on:
A. Day/date : Wednesday, Desember 16th 2025
Time : 03.00 pm up to 03.49 pm Western Indonesian Time (WIT)
Venue : MTH 27 Office Suites,
Jl M.T. Haryono Kav.27, East Jakarta
B. The procedure of the Meeting is conducted in accordance with the provisions of the
articles of association of the Company, as well as laws and regulations including
provisions in the Capital Market sector, the Board of Directors of the Company, has
carried out the following actions:
1. Notified the Financial Services Authority (Otoritas Jasa Keuangan or “OJK”) via
Letter number 525/SP-X/2025 dated October 30th 2025 Subject Submission of
the Notification of the Plan to Convene and the Proposed Agenda of the 2025
Extraordinary General Meeting of Shareholders of PT Adhi Karya (Persero) Tbk.
2. Announced the Meeting in both Bahasa Indonesia and English via the Indonesia
Stock Exchange/OJK website, KSEI website, and the Company’s website on
November 7th 2025.
3. Issued the Meeting Invitation to shareholders in Bahasa Indonesia and English via
the aforementioned platforms on November 24th 2025.
C. Meetings were held with the following agendas:
1. Approval of the Amendment to the Articles of Association;
2. Delegation of Authority for the Approval of the Company’s 2026 Corporate Work
Plan and Budget (RKAP), including any amendments thereto;
3. Changes to the Composition of the Company’s Management.
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- In the discussion of the Agenda Item on the Approval of Amendments to the Articles
of Association, which shall be divided into two (2) items, namely:
a. Amendment to the rights of the holders of Series A Dwiwarna shares;
b. Other amendments to the Articles of Association, other than those referred to
in item (a).
D. Quorum of attendance and decisions at the Meeting are as follows:
- Pursuant to Article 45 of POJK No. 15/2020, the First Agenda item point (a) may
be convened if more than 3/4 (three-quarters) of the total shares in the affected
class of shares with respect to the change in such rights are present or represented,
unless the Articles of Association of the Public Company stipulate a higher
quorum requirement. Resolutions for each such Agenda item shall be valid and
binding if approved by more than 3/4 (three-quarters) of the shares with voting
rights present at the GMS, unless the Articles of Association of the Public
Company provide that resolutions are valid if approved by a higher number of
affirmative votes.
- Pursuant to Article 42 letters a and b of POJK No. 15/2020 in conjunction with
Article 25 paragraph (5) letter a of the Company’s Articles of Association, the
First Agenda item point (b) may be convened if more than 2/3 (two-thirds) of the
total shares with valid voting rights are present or represented at the Meeting, and
resolutions for each such Agenda item shall be valid and binding if approved by
the Series A Dwiwarna shareholders and the other shareholders and/or their lawful
proxies who collectively represent more than 2/3 (two-thirds) of the total shares
with voting rights present at the Meeting.
- Pursuant to Article 41 letters a and b of POJK No. 15/2020 in conjunction with
Article 25 paragraph (1) of the Company’s Articles of Association, the Second
Agenda item may be convened if more than 1/2 (one-half) of the total shares with
valid voting rights are present or represented at the Meeting, and resolutions for
each such Agenda item shall be valid and binding if approved by more than 1/2
(one-half) of the total shares with voting rights present at the Meeting.
- Pursuant to Article 41 letters a and b of POJK No. 15/2020 in conjunction with
Article 25 paragraph (4) letter a of the Company’s Articles of Association, the
Third Agenda item may be convened if more than 1/2 (one-half) of the total
shares with valid voting rights are present or represented at the Meeting, and
resolutions for each such Agenda item shall be valid and binding if approved by
the Series A Dwiwarna shareholders and the other shareholders and/or their lawful
proxies who collectively represent more than 1/2 (one-half) of the total shares
with voting rights present at the Meeting.
E. Opportunity Granted to Shareholders to Raise Questions or Express Opinions In each
item of the Meeting Agenda, shareholders and/or their duly authorized proxies were
afforded the opportunity to raise questions or express opinions.
- In the First and Third Agenda Items of the Meeting, there were no questions
and/or responses raised by the Shareholders, either by those physically present at
the Meeting venue or by those attending electronically through the eASY.KSEI
system.
- Meanwhile, in the Second Agenda Item of the Meeting, there was 1 (one)
response from a Shareholder, in the form of an aspiration from the Majority Series
B Shareholder, namely the representative of PERUSAHAAN PERSEROAN
(PERSERO) PT DANANTARA ASSET MANAGEMENT.
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F. The Meeting was attended and/or represented by the Shareholders of the Company
holding a total of 5.912.829.290 shares, representing 70,3271204% of the total shares
with valid voting rights issued by the Company as of the date of the Meeting,
amounting to 8,407,608,979 shares, consisting of 1 (one) Series A Dwiwarna share
and 8,407,608,978 Series B shares, based on the Register of Shareholders as of
March 27th, 2025, at 04:00 Western Indonesia Time (WIB).
Pursuant to Article 41 paragraph (1) letters a and c of Financial Services Authority
Regulation (POJK) No. 15/2020 in conjunction with Article 25 paragraph (1) letter a,
Article 25 paragraph (4) letter a and Article 5 paragraph (4) letter c of the Company’s
Articles of Association, the quorum for the Meeting has been fulfilled, and therefore
the Meeting is valid and authorized to adopt lawful and binding resolutions on the
matters discussed in accordance with the Meeting agenda, namely:
- The Government of the Republic of Indonesia c.q. the State-Owned Enterprises
Regulatory Body (“BP BUMN”), as the holder/owner of 1 Series A Dwiwarna
share, represented by YOHANES BABTISTA PRIYATMO HADI as Asisten
Deputi Bidang Jasa Infrastruktur BP BUMN based on the Power of Attorney
dated December 16th 2025 number SKU-20/BPU/12/2025 acting as the proxy of
DONY OSKARIA as Head of BP BUMN;
- PERUSAHAAN PERSEROAN (PERSERO) PT DANANTARA ASSET
MANAGEMENT, as the holder/owner of 5,408,773,791 Series B shares,
represented by BANGUN IMANULLAH and/or PRADITYA RIZKY
NUGROHO, pursuant to a power of attorney dated 15 Desember 2025 number
SKK.047/DI-DAM/DO/2025 acting as the proxy of RIKO BANARDI in his/her
capacity as Director (Managing Director Risk Management) of PERUSAHAAN
PERSEROAN (PERSERO) PT DANANTARA ASSET MANAGEMENT;
- The Public, as the holder/owner of 504.055.498 Series B shares.
-The meeting was also attended by members of the Board of Commissioners and
Board of Directors of the Company, as follows:
BOARD OF COMMISSIONERS:
President Commissioner : DODY USODO HARGO SUSENO
Commissioner : BOB ARTHUR LOMBOGIA
Independent Commissioner : R.ERWIN M. SINGAJURU
Independent Commissioner : RUSTAM SOFYAN SIRAIT
Independent Commissioner : ELAN SUHERLAN
BOARD OF DIRECTORS:
President Director : ENTUS ASNAWI MUKHSON
Human Capital And Legal Director : KI SYAHGOLANG PERMATA
Finance Director : BANI IQBAL
Risk And System Management : YAN ARIANTO
Director
Operation I Director : ALLOYSIUS SUKO WIDIGDO
Operation II Director : HARIMAWAN
Operation III Director : VERA KIRANA
G. Mechanism to adopt resolution at the Meeting was conducted by deliberation to reach
a consensus. However in the event that the deliberation to reach a consensus cannot
be reached then the resolution was adopted by voting.
H. The Meeting was chaired by DODY USODO HARGO SUSENO as President
Commissioner based on the Resolution of Meeting of the Board of Commissioners of
the Company Number 062/DK-AK/2025 dated 9th December 2025 Subject
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Appointment of the Chairperson of the 2025 Extraordinary General Meeting of
Shareholders of PT Adhi Karya (Persero) Tbk.
I. The Meeting has adopted resolutions as set forth in the "Minutes of the Extraordinary
General Meeting of Shareholders of “PERUSAHAAN PERSEROAN (PERSERO)
PT ADHI KARYA Tbk”, abbreviated as “PT ADHI KARYA (PERSERO) Tbk”
dated December 16th 2025 number 53, which minutes is drawn up before me, Notary
(hereinafter referred to as the "Minutes of Meeting"), which substantially as follows:
In the First Agenda of the Meeting:
The results of the voting conducted at the Meeting and through eASY.KSEI were as
follows:
Votes in attendance : 5.912.829.290 shares = 100,0000000%
Non-Affirmative Votes : 24.181.301 shares = 0,4089633%
Abstain votes : 11.342.370shares = 0,1918264%
Affirmative Votes : 5.877.305.619 shares = 99,3992103%
Based on Article 25 paragraph (11) of the Articles of Association of the Company
and Article 47 of POJK 15/2020, the abstain votes are considered to have cast the
same vote as the majority vote legally issued in the Meeting. Therefore, the
affirmative votes became 5.888.647.989 shares or constituted 99,5910367% of the
total numbers of votes cast in the Meeting.
“Therefore, the Meeting with a majority votes resolved:
1. a. To approve the amendment to the Company’s Articles of Association in
order to ensure compliance with the prevailing laws and regulations and
applicable policies, including Law Number 16 of 2025 regarding the
Fourth Amendment to Law Number 19 of 2003 on State-Owned
Enterprises, and the change of the Company’s domicile from South
Jakarta to East Jakarta.
b. To approve the amendment to Article 5 of the Company’s Articles of
Association concerning the adjustment of the special rights attached to
the Series A Dwiwarna share owned by the Government of the Republic
of Indonesia;
-which has been unanimously approved by the representative of the Series A
Dwiwarna shareholder based on the power of attorney received, as the
affected shareholder holding 1 (one) share or 100%.
2. To approve the restatement and codification of all provisions of the
Company’s Articles of Association into a complete and consolidated form in
connection with the amendments as referred to in item 1 of the resolutions
above.
3. To grant power and authority to the Board of Directors of the Company,
with the right of substitution, to take all necessary actions in connection with
the resolutions of this Meeting agenda, including to prepare and restate the
entire Articles of Association of the Company in a Notarial Deed, and to
grant power with the right of substitution to submit the same to the relevant
authorities in order to obtain an acknowledgment of receipt of notification
and approval of the amendments to the Company’s Articles of Association,
and to take any and all actions deemed necessary and useful for such
purposes without any exception, including to make additions and/or
amendments to the Articles of Association if required by the competent
authorities.
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In the Second Agenda of the Meeting:
The results of the voting conducted at the Meeting and through eASY.KSEI were as
follows:
Votes in attendance : 5.912.829.290shares = 100,0000000%
Non-Affirmative Votes : 5.957.576 shares = 0,1007568%
Abstain votes : 11.455.870shares = 0,1937460%
Affirmative Votes : 5.895.415.844shares = 99,7054972%
Based on Article 25 paragraph (11) of the Articles of Association of the Company
and Article 47 of POJK 15/2020, the abstain votes are considered to have cast the
same vote as the majority vote legally issued in the Meeting. Therefore, the
affirmative votes became 5.906.871.714 shares or constituted 99,8992432% of the
total numbers of votes cast in the Meeting.
“Therefore, the Meeting with a majority votes resolved:
To grant authority and power to the Board of Commissioners of the
Company, upon first obtaining written approval from the Majority Series B
Shareholder, to approve the Company’s 2026 Corporate Work Plan and
Budget (RKAP), including any amendments thereto.”
In the Third Agenda of the Meeting:
The results of the voting conducted at the Meeting and through eASY.KSEI were as
follows:
Votes in attendance : 5.912.829.290 shares = 100,0000000%
Non-Affirmative Votes : 24.181.301 shares = 0,4089633%
Abstain votes : 11.342.370 shares = 0,1918264%
Affirmative Votes : 5.877.305.619 shares = 99,3992103%
Based on Article 25 paragraph (11) of the Articles of Association of the Company
and Article 47 of POJK 15/2020, the abstain votes are considered to have cast the
same vote as the majority vote legally issued in the Meeting. Therefore, the
affirmative votes became 5.888.647.989 shares or constituted 99,5910367% of the
total numbers of votes cast in the Meeting.
“Therefore, the Meeting with a majority votes resolved:
1. To honorably dismiss Mr. ENTUS ASNAWI MUKHSON from his position
as President Director of the Company, who was appointed pursuant to the
resolution of the Annual General Meeting of Shareholders for the 2022
financial year dated 11 April 2023, effective as of the closing of this General
Meeting of Shareholders, with appreciation and gratitude for his dedication,
efforts, and contributions during his term of office as a member of the
Company’s management.
2. Appoint the following individuals as members of the Company’s
Management:
1) Director : MOEHARMEIN Z. C
2) President : AMELIA TETRIANA
Commissioner
3. The term of office of the Board of Directors and Board of Commissioners
members appointed as referred to in point 2 shall be in accordance with the
provisions of the Company’s Articles of Association, with due regard to the
laws and regulations in the Capital Market sector and without prejudice to
the rights of the GMS to dismiss them at any time.
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Names mentioned 20 people and organisations named in the text · linked when the evidence is strong
unresolved
person
ASHOYA RATAM
p.1
unresolved
org
Financial Services Authority
p.1 ×2
unresolved
org
Indonesia Stock Exchange
p.1
unresolved
org
Government of the Republic of Indonesia
p.3 ×2
unresolved
org
Managing Director Risk Management
· Director
p.3
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12 Sep 2026 22:32
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