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20250702_YELO_Ringkasan Risalah//Risalah RUPS_31910821_lamp2.pdf
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MINUTES OF THE SECOND ANNUAL GENERAL MEETING OF
SHAREHOLDERS
PT YELOOO INTEGRA DATANET Tbk (the "Company")
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 Plan and Implementation of the
General Meeting of Shareholders of Public Companies (hereinafter
referred to as "POJK No. 15"), the Board of Directors of PT YELOOO
INTEGRA DATANET Tbk (hereinafter referred to as the "Company") is
hereby inform the shareholders that the Company has held the Second
Annual General Meeting of Shareholders (hereinafter referred to as the
"Meeting"), namely:
On :
Day/Date : Tuesday, July 1, 2025,
Time : 13.52 WIB
Place : Room Jawa, Axa Tower Floor 42nd
Jl. Prof. Dr. Satrio Kav. 18, Karet Kuningan,
Setiabudi, Jakarta Selatan
A. Meeting Agenda:
1. Approval of the Company's Annual Report, including the
Company's Activity Report, the Report on the
Supervisory Duties of the Board of Commissioners and
the Ratification of the Company's Financial Statements
for the financial year ended December 31, 2024.
2. Approval of the use of the Company's Profit for the
financial year ending December 31, 2024.
3. Appointment of a Public Accounting Firm to audit the
Company's Financial Statements for the financial year
2025.
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4. Determination of salary or honorarium and other
allowances for the Board of Directors and Board of
Commissioners of the Company for the Financial Year
2025.
5. Approval of the addition of KBLI 61999 in the Articles of
Association and the management of business licenses in
accordance with the provisions of laws and regulations.
B. Members of the Board of Directors and Board of Commissioners who
attended the Meeting:
Management
- President Director Mr. WEWY SUWANTO
The Board of Commissioners was unable to attend.
C. Attendance of Shareholders: The Meeting is attended by
shareholders or proxies of shareholders representing in total
771,360,518 (seven hundred and seventy-one million three
hundred and sixty thousand five hundred eighteen) shares or
40,326% of the total 1,912,774,405 (one billion nine hundred and
twelve million seven hundred and seventy-four thousand four
hundred five) shares with valid voting rights that have been issued by
the Company.
D. Quorum and Legality of the Meeting:
The number of attendance has met the provisions of the quorum of
attendance and decision-making as stipulated in the Company's
Articles of Association and POJK No. 15/POJK.04/2020.
E. In the Meeting, the shareholders and/or their proxies are given the
opportunity to ask questions and/or give opinions regarding the agenda
of the Meeting
F. Decision-Making Mechanism in Meetings:
Decision-making is carried out by consensus deliberation. If it is not
achieved, a vote will be held. The entire voting process is facilitated
through the eASY.KSEI system and physical voting.
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G. Tata cara mengajukan pertanyaan atau pendapat :
At each agenda of the Meeting, shareholders are given the opportunity
to ask questions. There were no questions asked by the shareholders.
H. Agenda I : there is a question
Agenda II : no questions.
Agenda III: no questions.
Agenda IV : there is a question
Item V : no questions.
I. Voting Results and Meeting Results:
First Agenda:
The approval of the Company's Annual Report includes the
Company's Activity Report, the Supervisory Report of the Board of
Commissioners and the Ratification of the Company's Financial
Statements for the financial year ended December 31, 2024.
Shareholder Question Session
In the question and answer session opened by the Chairman of the
Meeting, there were two Shareholders who were physically present and
asked questions to the Company's Management through a written
question sheet submitted to the Chairman of the Meeting, with the
following details:
I. Mr. Angga Kurnia, as a Shareholder of 1,458,000 (one million
four hundred and fifty-eight thousand) shares, asked the following
two questions:
1. What caused sales and net income to decline?
2. What is the Company's plan in 2025 to increase sales?
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II. Mr. Andry Ansjori, as a Shareholder amounting to 5,729,300
(five million seven hundred and twenty-nine thousand three
hundred) shares, asked the following three questions:
1. Please explain why the revenue has decreased by 86.6%, even
though the number of users has increased?
2. Please explain the acquisition of intangible assets of
Rp20,000,000,000 (twenty billion rupiah) from the acquisition of
a subsidiary (combination business)?
3. Why was the plan to implement the Pre-emptive Rights (Pre-
emptive Rights Reserve) canceled?
All of these questions were answered directly by Mr. Wewy Suwanto,
as the Director of the Company, with the following explanation:
Responses:
1. Responding to the first question from Mr. Angga Kurnia and Mr.
Andry Ansjori, which basically have similar substance:
The decline in sales was caused by changes in market
consumption patterns. Currently, the sale of recharge vouchers
has been dominated by e-commerce platforms, which have
reached the market to tier 2 and tier 3 regions which were
previously the Company's main base. This caused many
traditional credit stores to close and had a direct impact on the
Company's sales performance.
2. Regarding the strategic plan for 2025:
The Company will expand cooperation with e-commerce
platforms, strengthen the WiFi device rental business line, and
develop new business potential through SIM card and eSIM data
services for overseas use. This innovation is in line with the
agenda of the fifth Meeting Agenda, namely the addition of the
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Indonesian Business Field Standard Classification (KBLI) 61999
as the operational basis for the development of the technology.
3. Responding to the second question from Mr. Andry Ansjori
regarding intangible assets:
The intangible assets of IDR 20,000,000,000 are the result of the
subsidiary's share swap process, in which the Company acquired
PT KPI, a company engaged in the field of Internet Service
Provider (ISP), in July 2024. As part of the restructuring, the
Company also divested ownership of PT TMP in December 2024.
4. Regarding the third question from Mr. Andry Ansjori regarding
the cancellation of pre-emptive rights:
Although this question is not directly related to the agenda of the
Meeting, the Management still clarified that the preemptive rights
implementation plan did not receive approval from the Financial
Services Authority (OJK), so it could not be continued.
Vote count results:
Agree Abstained Disagree
764,173,218 votes or 0 votes or 7,187,300 votes
99.068% of all voting 0% of all shares with or 0.931% of all
shares present at the
voting rights present voting shares
Meeting.
at the Meeting. present at the
Meeting.
Thus, the Meeting with the most votes of 764,173,218 shares, Approved
by 99.068% of all shares legally present, decided:
Agree:
1. Receive and Approve the Company's Annual Report for the
financial year ended December 31, 2024, including the Report of
the Board of Directors and the Report on the Supervisory Duties
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of the Board of Commissioners of the Company for the financial
year 2024.
2. Approved and Endorsed the Company's Financial Statements
for the financial year 2024, which have been audited by the
Public Accounting Firm of Dra. Suhartati & Rekan, as stated in
the Audit Report Number 00090/2.0119/AU.1/05/0165-
1/1/III/2025 dated March 30, 2025 with an Unqualified
Opinion.
3. Providing full repayment and discharge (acquit et decharge)
to all members of the Company's Board of Directors and Board of
Commissioners for management and supervision actions that
have been carried out during the 2024 financial year, as long as
such actions are reflected in the Company's Annual Report and
Financial Statements, do not constitute a criminal offense, and
do not conflict with the provisions of applicable laws and
regulations.
Second Agenda
Approval of the use of the Company's Profit for the Financial Year
ending on December 31, 2024.
Vote count results:
Agree Abstained Disagree
769,902,518 votes or 0 votes or 1,458,000 votes
99.81% of all shares 0% of all shares with or 0.19% of all
with voting rights
voting rights present voting shares
present at the
Meeting. at the Meeting. present at the
Meeting.
Thus, the Meeting with the most votes of 769,902,518 shares, Approved
by 99.81% of all shares legitimately present, decided:
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1. Receive and approve the report of the Board of Directors
regarding the use of the Company's Profit (Loss) for the financial
year ended December 31, 2024.
2. Stipulating that the Company's net loss is Rp1,335,112,708 (one
billion three hundred and thirty-five million one hundred twelve
thousand seven hundred eight rupiah) for the financial year
2024, the Company does not distribute dividends to the
Shareholders.
Thus, there will be no profit distribution in the form of cash
dividends to Shareholders for the 2024 financial year.
Third Agenda :
Appointment of a Public Accounting Firm for Financial Statements
The Company for the financial year 2025.
Vote count results:
Agree Abstained Disagree
771,360,518 votes or 0 votes or 0 votes or 0% of
100% of all voting 0% of all shares with all shares with
shares present at the
voting rights present voting rights
Meeting.
at the Meeting. present at the
Meeting.
Thus, the Meeting with deliberation for consensus of 771,360,518
shares, Approved by 100% of all shares legally present, decided:
1. Approved the delegation of authority to the Company's
Board of Commissioners to appoint a Public Accounting
Firm registered with the Financial Services Authority (OJK)
to audit the Company's Financial Statements for the
financial year 2025;
2. Authorize the Board of Commissioners of the Company
to determine the criteria for the election of the Public
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Accounting Firm, in accordance with the provisions of the
applicable laws and regulations; and
3. Authorize the Board of Directors of the Company to
determine the amount of honorarium and other
requirements required in the context of the implementation
of audit services by the appointed Public Accounting Firm.
Fourth Agenda :
Determination of salaries or honorariums and other allowances for
the Company's Board of Directors and Board of Commissioners for
the Financial Year 2025.
Fourth Item Q&A Session
In the question and answer session opened by the Chairman of the
Meeting, there were two Shareholders who were physically present and
asked questions to the Company's Management through a written
question sheet submitted to the Chairman of the Meeting, with the
following details:
I. Mr. Angga Kurnia, as a Shareholder of 1,458,000 (one million
four hundred and fifty-eight thousand) shares, asked the following
questions:
Who are the current Controlling Shareholders, as well as who are the
members of the Board of Commissioners appointed by the Controlling
Shareholders? What is the percentage of the Controlling Shareholder's
shareholding?
II. Mr. Andry Ansjori, as a Shareholder amounting to 5,729,300
(five million seven hundred and twenty-nine thousand three
hundred) shares, asked the following questions:
Is the determination of salaries and allowances for the Board of
Directors and Board of Commissioners in accordance with the
provisions of Article 113 of the Limited Liability Company Law (UUPT),
considering that the amount is not explicitly stated in the document?
All of these questions were answered directly by Mr. Wewy Suwanto,
as the Director of the Company, with the following explanation:
Responses:
1. Regarding the Controlling Shareholders:
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The Controlling Shareholders experienced a decrease in the
percentage of share ownership due to dilution. However, the main
shareholders or ultimate shareholders remain unchanged.
2. Regarding the Remuneration of the Board of Directors and Board
of Commissioners:
The determination of salaries and allowances for the Board of
Directors and Board of Commissioners is carried out reasonably
and in accordance with applicable regulations. The amount of
remuneration value is not disclosed in detail in the minutes or
annual report, but can be found in the Company's Financial
Statements which are publicly published on the Company's
official website. In addition, the amount of remuneration has not
increased in recent years, and remains within a very reasonable
range.
Vote count results:
Agree Abstained Disagree
771,360,518 votes or 0 votes or 0 votes or 0% of
100% of all voting 0% of all shares with all shares with
shares present at the
voting rights present voting rights
Meeting.
at the Meeting. present at the
Meeting.
Thus, the Meeting with deliberation for consensus of 771,360,518
shares, Approved by 100% of all shares legally present, decided:
1. Approved the delegation of authority to the Board of
Commissioners in determining salaries, honorariums, and
other allowances for members of the Company's Board of
Commissioners for the Financial Year 2025.
The determination will be made by referring to the Company's
internal policies, as well as considering Good Corporate
Governance (GCG).
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Agenda of the Fifth Meeting:
Approval of the addition of KBLI 61999 in the Articles of
Association and the management of business licenses in
accordance with the provisions of laws and regulations.
Based on the results of the attendance verification conducted by us
with the Securities Administration Bureau, we convey that the number
of shares with voting rights present does not meet the quorum, as
stipulated in Article 22 paragraph (3) of the Company's Articles of
Association and Article 42 letters a and b of POJK No.
15/POJK.04/2020.
Thus, the Fifth Agenda cannot be discussed or decided in today's
Meeting.
J. Closing:
The meeting was closed at 15.01 WIB by the Chairman of the Meeting.
The Announcement of the Summary of the Minutes of this Meeting was
made to comply with the provisions of Article 34 paragraph (1),
paragraph (3) and paragraph (6) of the Financial Services Authority
Regulation No. 32/POJK.04/2014 concerning the Plan and
Implementation of the General Meeting of Shareholders of Public
Companies.
Jakarta, July 02, 2025
Board of Directors of the Company
Names mentioned 10 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1 ×4
unresolved
person
Angga Kurnia
p.3 ×3
unresolved
person
Andry Ansjori
p.4 ×5
unresolved
org
PT KPI
p.5
unresolved
org
PT TMP
p.5
unresolved
org
Dra. Suhartati & Rekan
p.6
unresolved
person
Dra. Suhartati
p.6
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