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20251218_ADHI_Ringkasan Risalah//Risalah RUPS_32014210_lamp2.pdf

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Page 1
                                             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.
Page 2
   - 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.
Page 3
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
Page 4
   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.
Page 5
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.
Page 6

          

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Names mentioned 20 people and organisations named in the text · linked when the evidence is strong

linked org PT DANANTARA ASSET MANAGEMENT. p.2 ×5
linked person DODY USODO HARGO SUSENO p.3 ×2
linked person BOB ARTHUR LOMBOGIA p.3
linked person RUSTAM SOFYAN SIRAIT p.3
linked person ELAN SUHERLAN p.3
linked person ENTUS ASNAWI MUKHSON p.3 ×2
linked person KI SYAHGOLANG PERMATA · Director p.3
linked person BANI IQBAL p.3
linked person YAN ARIANTO p.3
linked person ALLOYSIUS SUKO WIDIGDO p.3
linked person VERA KIRANA p.3
linked person MOEHARMEIN Z. C p.5
linked person AMELIA TETRIANA p.5
possible org ADHI KARYA Tbk p.1 ×29
possible org Otoritas Jasa Keuangan p.1
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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