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20250702_WINR_Ringkasan Risalah//Risalah RUPS_31911036_lamp5.pdf
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ANNOUNCEMENT OF SUMMARY OF MINUTES
ANNUAL & EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT WINNER NUSANTARA JAYA, Tbk
A. ANNUAL GENERAL MEETING OF SHAREHOLDERS
I. ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT WINNER NUSANTARA JAYA Tbk (“Company”) has held an Annual
General Meeting of Shareholders (“Meeting”) on:
Day/Date : Monday/June 30, 2025
Time : 14.17 – 15.00 WIB
Place : Ibis Hotel Jakarta Harmoni (Batavia Room)
Jl. Hayam Wuruk No. 35, Jakarta Pusat 10120
II. MEETING AGENDA
1. Approval of the Annual Report including the Company's Financial
Statements and the Company's Board of Commissioners' Supervisory
Tasks Report for the financial year ending on December 31, 2024 and
granting of release and discharge of responsibility (acquit et de charge) to
members of the Board of Directors for management actions and to
members of the Board of Commissioners of the Company for supervisory
actions carried out during the financial year ending on December 31,
2024;
2. Determination of the use of the Company's Net Profit for the financial year
ending on December 31, 2024;
3. Determination of salaries or honorariums and allowances for the financial
year 2025 for members of the Board of Directors and Board of
Commissioners of the Company;
4. Appointment of a Registered Public Accounting Firm (including
Registered Public Accountants who are members of a Registered Public
Accounting Firm) to audit/examine the Company's books for the financial
year ending on December 31, 2025.
5. Report and Accountability for the Realization of the Use of Proceeds from
the Public Offering
III. ATTENDANCE OF MEMBERS OF THE BOARD OF COMMISSIONERS
AND BOARD OF DIRECTORS OF THE COMPANY
1. Members of the Board of Commissioners present at the Meeting :
Independent Commissioner : Mr. HANDRY SOESANTO;
2. Members of the Board of Directors present at the Meeting :
President Director : Mr. LIU YUT MEN;
Director : Mrs. WAHYU MARDIYANTI, ST;
Director : Mr. MACHFUDZ HASAN SYAMSU;
IV. CHAIRMAN OF THE MEETING
The meeting was chaired by Mr. HANDRY SOESANTO, as the Company's
Independent Commissioner.
V. ATTANDANCE OF THE SHAREHOLDER
The Company's Extraordinary General Meeting of Shareholders was attended
by shareholders and proxies of shareholders representing 3,736,135,247
shares or 71.36% of the 5,235,316,030 shares which constitute all shares
with valid voting rights that have been issued by the Company.
VI. SUBMISSIONS OF THE QUESTIONS and/or OPINIONS
Shareholders and/or shareholder proxies were given the opportunity to submit
questions and/or give opinions for each agenda item of the Meeting, however,
no shareholders or shareholder proxies submitted questions and/or gave
opinions.
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VII. DECISION MAKING MECHANISM
Decision-making on the agenda of the Meeting is carried out based on
deliberation to reach consensus. In the event that deliberation to reach
consensus is not achieved, decision-making is carried out by voting.
VIII. VOTING RESULTS
First to Fifth Agenda :
There were no shareholders or shareholder proxies present at the Meeting
who voted against or abstained, all shareholders and shareholder proxies
present at the meeting voted in favor, so that the decision was approved by
the Meeting through deliberation to reach a consensus.
IX. MEETING DECISION
- First Agenda:
1. Approve the Annual Report, including:
a. Financial Reports including the Company's Balance Sheet and Profit
and Loss Calculation for the financial year ending on December 31,
2024, which have been audited by the Public Accounting Firm
Jamaludin, Ardi, Sukimto & Rekan in accordance with its report Number:
00088/2.0927/AU.1/03/1317-5/1/III/2025, dated March 27, 2025, which
has provided a fair opinion, which is contained in the 2024 Annual
Report; and
b. Report on the Supervisory Duties of the Board of Commissioners, for
the financial year ending December 31, 2024, which is contained in the
2024 Annual Report.
2. Granting release and discharge of responsibility (acquit et de charge) to
members of the Board of Directors for management actions and to
members of the Board of Commissioners of the Company for supervisory
actions carried out during the financial year ending on December 31, 2024,
as long as these actions are recorded in the Company's Annual Report and
Financial Report for the financial year ending on December 31, 2024 and
its supporting documents.
- Second Agenda :
Determining the use of net profit attributable to owners of the parent entity for
the 2024 financial year amounting to IDR 7,908,736,723.00 (seven billion nine
hundred eight million seven hundred thirty six thousand seven hundred
twenty three rupiah) (“2024 Net Profit”) as follows:
1. An amount of IDR 10,000,000.00 (ten million rupiah) is set aside for
reserve funds;
2. The remaining 2024 Net Profit whose use is not determined is included
and recorded as retained earnings.
- Third Agenda :
1. Granting power and authority to the Company's Board of Commissioners to
determine the amount of salary and allowances for members of the Board
of Directors serving in and during the 2025 financial year, taking into
account the recommendations of the Remuneration and Nomination
Committee.
2. Determining the amount of salary or honorarium and allowances for
members of the Board of Commissioners serving in and during the 2025
financial year to be the same as the 2024 financial year and granting
authority to the Board of Commissioners Meeting to determine its
allocation, taking into account the recommendations of the Remuneration
and Nomination Committee.
3. The amount of salary or honorarium and allowances to be given by the
Company to members of the Board of Directors and Board of
Commissioners of the Company serving in and during the 2025 financial
year will be included in the Annual Report for the 2025 financial year.
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- Fourth Agenda :
Granting power and authority to the Company's Board of Commissioners to:
1. Appoint and/or replace the Registered Public Accounting Firm (including
Registered Public Accountants who are members of the Registered
Public Accounting Firm) who will conduct an audit of the consolidated
financial statements and books of the Company for the financial year
ending on December 31, 2025 with the following criteria and limitations:
a. registered and listed as an Auditor at the Financial Services Authority;
b. working in accordance with professional, independent and competent
auditing standards;
c. able to meet deadlines set by the Company and applicable
regulations;
d. has experience in conducting audits of public companies;
e. has received recommendations from the Company's Audit Committee.
2. Determining the amount of honorarium and other terms and conditions
deemed appropriate by the Company's Board of Commissioners, taking
into account input and considerations from the Company's Audit
Committee.
- Fifth Agenda :
Accepting the report on the realization of the use of funds from the
Company's initial public offering.
B. EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
I. PLACE OF MEETING
PT WINNER NUSANTARA JAYA Tbk (“Company”) has held an
Extraordinary General Meeting of Shareholders (“Meeting), on:
Day/Date : Monday/June 30, 2025
Time : 15.11 – 15.18 WIB
Place : Ibis Hotel Jakarta Harmoni (Batavia Room)
Jl. Hayam Wuruk No. 35, Jakarta Pusat 10120
II. PLACE OF MEETING
Approval of change of address of the Company
III. ATTENDANCE OF MEMBERS OF THE BOARD OF COMMISSIONERS
AND BOARD OF DIRECTORS OF THE COMPANY
1. Members of the Board of Commissioners present at the Meeting :
Independent Commissioner : Mr. HANDRY SOESANTO;
2. Members of the Board of Directors present at the Meeting :
President Director : Mr. LIU YUT MEN;
Director : Mrs. WAHYU MARDIYANTI, ST;
Director : Mr. MACHFUDZ HASAN SYAMSU;
IV. CHAIRMAN OF THE MEETING
The meeting was chaired by Mr. HANDRY SOESANTO, as the Company's
Independent Commissioner.
V. ATTANDANCE OF THE SHAREHOLDER
The meeting was attended by shareholders and shareholders' proxies
representing 3,735,571,347 shares or 71.35% of the 5,235,316,030 shares
which constitute all shares with valid voting rights that have been issued by
the Company.
VI. SUBMISSIONS OF THE QUESTIONS and/or OPINIONS
Shareholders and/or shareholder proxies were given the opportunity to ask
questions and/or submit opinions for each agenda item of the Meeting,
however, no shareholders or shareholder proxies submitted questions and/or
submitted opinions.
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VII. DECISION MAKING MECHANISM
Decision-making on the agenda of the Meeting is carried out based on
deliberation to reach consensus. In the event that deliberation to reach
consensus is not achieved, decision-making is carried out by voting.
VIII. VOTING RESULTS
There were no shareholders or shareholder proxies present at the Meeting
who voted against or abstained, all shareholders and shareholder proxies
present at the meeting voted in favor, so that the decision was approved by
the Meeting through deliberation to reach a consensus.
IX. MEETING DECISION
1. Approving the change of the Company's address, from its previous
address at:
Komplek Seraya Mas Centre, Blok H, Nomor 1, Kelurahan Kampung
Seraya, Kecamatan Batu Ampar, Kota Batam, Provinsi Kepulauan Riau.
Now adress at :
Jln. Raden Patah, Kelurahan Lubuk Baja Kota, Kecamatan Lubuk Baja,
Kota Batam, Provinsi Kepulauan Riau.
2. Granting power and authority to the Company's Board of Directors, with the
right of substitution, to take all and any action required in connection with
the decision, including but not limited to stating/writing down the decision in
a deed made before a Notary, which is then to submit notification of the
decision of this Meeting to the authorized agency, and to take all and any
action required, in accordance with applicable laws and regulations.
Batam, July 02, 2025
PT WINNER NUSANTARA JAYA, Tbk
Director
Names mentioned 7 people and organisations named in the text · linked when the evidence is strong
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MACHFUDZ HASAN SYAMSU
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Sukimto & Rekan
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Financial Services Authority
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