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20250701_ERTX_Ringkasan Risalah//Risalah RUPS_31910588_lamp2.pdf

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Page 1
           P.T. ERATEX DJAJA Tbk.




                               SUMMARY MINUTES OF
                ANNUAL GENERAL MEETING OF SHAREHOLDERS
                        PT. ERATEX DJAJA Tbk. (“Company”)




A. Annual General Meeting of Shareholders ("Meeting") of the Company was held on
   Monday, 30th June, 2025 at PT Eratex Djaja Tbk, Surabaya, Spazio Building 3 rd Floor,
   Unit 319-321, Graha Festival Kav.3, Graha Family, Jl. Mayjend Yono Soewoyo,
   Surabaya, time 14.00 – 15.00 West Indonesian Time.


B.   Agenda of the Annual General Meeting of Shareholders
     1.   Report of the Board of Directors for the year 2024
     2.   Report on the Board of Commissioners’s Supervisory Responsibility for the year
          2024
     3.   Approval on the Annual Report and Legalization of the Audited Consolidated
          Financial Statement for the year of 2024
     4.   Appointment of Public Accountant for auditing Financial Report of 2025
     5.   Remuneration for the Board of Commissioners and Board of Directors
     6.   Approval on the change of composition and/or re-appointment of Board of
          Commissioners and Directors
     7.   Approval on allocation of net profit 2024


C. Board of Commissioners and Directors attendance with details as follows:
    Physical Attendance
    Mr. Tonny Poernomo                     : Independent Commissioner
    Mr. Pradeep Kaira                      : President Director
    Mr. Bejoy Balakrishnan                   Director

      Electronic Attendance (via video conferencing)
      Mr. Ahmad Dahlan                       : Independent Commissioner


D. Shareholders Quorum Attendance:
   The meeting was attended or represented by 1,186,094,392 (one billion one hundred
   eighty six million ninety four thousand three hundred and ninety two) shares or equal to
   92.19% (ninety two point nineteen percent) of the shares that have been issued by the
   Company to date, amounting to 1,286,539,792 (one billion two hundred eighty six
   million five hundred and thirty nine thousand seven hundred and ninety two) shares.


E.   Question and Answer Session
     The Shareholders and/or their proxies given opportunities to ask questions and/or gives
     their opinion in the Meeting agenda.
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           P.T. ERATEX DJAJA Tbk.

F.   Decision Making Mechanism
     Decision is taken by consensus. In the event that consensus is not reached then decision
     is taken by voting. (With the current e-rups eASY.KSEI, all physical and electronic votes
     are entered and counted in the eASY.KSEI system)


Decision of the Meeting

Agenda 1 : Report of the Board of Directors for the year 2024
Shareholders raised questions          Agree               Abstain                   Disagree
           None                 1.186.094.392                0                          0
                                (92,19%)
Decision:
Approve Report of the Board of Directors for the year 2024

Agenda 2 : Report on the Board of Commissioners’s Supervisory Responsibility for the year
2024
 Shareholders raised questions         Agree             Abstain              Disagree
            None                1.186.094.392               0                     0
                                (92,19%)
Decision :
Approve Report on the Board of Commissioners’s Supervisory Responsibility for the year 2024

Agenda 3 : Approval on the Annual Report and Legalization of the Audited Consolidated
Financial Statement for the year of 2024
 Shareholders raised questions             Agree                Abstain              Disagree
             None                   1.186.094.392                  0                     0
                                    (92,19%)
Decision :
Approval the Annual Report of PT Eratex Djaja Tbk for the year 2024; and legalize the Audited
Consolidated Financial Statement of PT Eratex Djaja Tbk. that has been audited by Auditor Adi
Santoso, CPA from KAP Paul Hadiwinata, Hidajat, Arsono, Retno, Palilingan & Rekan for the
year ending 31st December 2024 with “fairly, in all material respect”. And in so doing, it will
“acquit et de charge” honorably all the Board of Directors and the Board of Commissioners
from all liabilities for their actions during the fiscal year 2024 as long as it is reflected in the
Annual Report and Audited Consolidated Financial Statements of PT. Eratex Djaja Tbk for
2024.

Agenda 4 : Appointment of Public Accountant for auditing Financial Report of 2025
Shareholders raised questions         Agree           Voting Result             Agree
            None               1.186.094.392                 0                    0
                               (92,19%)
 Decision :

 a. to appoint Bp. Adi Santoso, CPA from KAP Paul Hadiwinata, Hidajat, Arsono, Retno,
    Palilingan & Rekan to perform audit to the Company’s Financial Report for the fiscal year
    2025,
 b. to give authority to the Board of Commissioners to appoint replacement in the event when
    the appointed public accountant and/or the public account firm could not execute or
    continue the assignment, as long as the replacement is officially registered in Financial
    Services Authority.
 c. to authorize the Board of Director to decide the fee related to this appointment
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           P.T. ERATEX DJAJA Tbk.

Agenda 5 : Remuneration for the Board of Commissioners and Board of Directors
 Shareholders raised questions         Agree         Voting Result            Agree
            None                1.186.094.392               0                   0
                                (92,19%)
Decision :
To give the Board of Commissioners authorization to determine the remuneration of Board of
Commissioners and Directors with compliance to the mechanism applied in the Company

Agenda 6 :Approval on the change of composition and/or re-appointment of Board of
Commissioners and Directors
 Shareholders raised questions        Agree       Abstain            Disagree
            None               1.186.094.392         0                  0
                               (92,19%)
Decision :
   a. Re-appointment of members of the Board of Commissioners as follows:
      1. Mr. Maniwanen as President Commissioner;
      2. Mr. Sasivanen as Commissioner;
      3. Mr. Tonny Poernomo as Independent Commissioner
      for the next term office that will end on the Annual General Meeting of Shareholders in
      2028.

        This Reappointment of Mr. Tonny Poernomo is for the third periode, and He already
        gave his statement letter regarding statement itself remain independent to the GMS.

        The rest of Board of Commissioner Member remain still holding office until the Annual
        GMS in 2027, namely :
        1. Ms. Marissa Jeanne Maren Baragar as Commissioner
        2. Mr. Ahmad Dahlan as Independent Commissioner

   b. To re-appoint all members of the Board of Directors, as follows:
       1. Mr. Pradeep Kaira as President Director;
       2. Mr. Chittaranjan Gokal as Director;
       3. Mr. Manish Virmani as Director;
       4. Mr. Bejoy Balakrishnan as Director;
       for the next term office that will end on the Annual General Meeting of Shareholders in
       2028.

        Therefore, the composition of the Board of Directors and Board of Commissioners by
        the closing of this meeting remain the same as follows:

         Board of Directors:
         - President Director    : Mr. Pradeep Kaira
         - Director              : Mr. Chittaranjan Gokal
         - Director              : Mr. Manish Virmani
         - Director              : Mr. Bejoy Balakrishnan

         Board of Commissioners:
         - President Commissioners : Mr. Maniwanen
         - Commissioners           : Mr. Sasivanen
         - Commissioners           : Ms. Marissa Jeanne Maren Baragar
          - Independent Commissioners: Mr. Tonny Poernomo
         - Independent Commissioners : Mr. Ahmad Dahlan

   c.   Giving authority with substitution rights to the Board of Directors and/or the Corporate
        Secretary to formalize this decision in a notarial deed and to execute all and any action
        required by related institution and to execute in general all necessary and usefull actions
        related to the changes of the Board of Commissioners and Directors members, including
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           P.T. ERATEX DJAJA Tbk.

        but not limited to making any changes and/or addition in whatsoever format in
        whatsoever way that are required to legalized and get a valid acceptance from any
        related authorized institutions..

Agenda 7 : Approval on allocation of net profit 2024
Shareholders raised questions            Agree                Abstain         Disagree
            None                  1.186.094.392                 0                0
                                  (92,19%)
Decision :
Approval on allocation of net profit 2024, as follows :
  a.  10% from the net profit 2024 of USD 1,499,328 or equal to USD 149,933 to be allocated
     for reserve fund as per stipulated and regulated in Article No. 70 of Indonesian Limited
     Liability Law no. 40 year 2007;
  b. amount USD 1,349,395 for Company’s capital purpose;




                                    Jakarta, 1st July, 2025
                                    The Board of Directors

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Names mentioned 14 people and organisations named in the text · linked when the evidence is strong

linked org P.T. ERATEX DJAJA Tbk. p.1 ×22
linked person Pradeep Kaira · President Director p.1 ×5
linked person Bejoy Balakrishnan · Director p.1 ×5
linked person Ahmad Dahlan · Independent Commissioner p.1 ×5
linked person Marissa Jeanne Maren Baragar · Commissioner p.3 ×3
linked person Chittaranjan Gokal · Director p.3 ×3
linked person Manish Virmani · Director p.3 ×3
possible person Tonny Poernomo · Independent Commissioner p.1 ×7
possible person Maniwanen · President Commissioner p.3 ×2
possible person Sasivanen · Commissioner p.3 ×2
unresolved person Auditor Adi Santoso p.2 ×2
unresolved org Paul Hadiwinata p.2 ×2
unresolved org Palilingan & Rekan p.2 ×2
unresolved org Financial Services Authority p.2

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