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20250630_KRAS_Ringkasan Risalah//Risalah RUPS_31909998_lamp2.pdf
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ANNOUNCEMENT OF SUMMARY
OF THE MINUTES OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
FOR FINANCIAL YEAR OF 2024 “PERUSAHAAN PERSEROAN (PERSERO)
PT KRAKATAU STEEL Tbk” or
“PT KRAKATAU STEEL (PERSERO) Tbk”
In accordance with the provisions of Articles 49 paragraph (1) and Article 51 of the Financial
Services Authority Regulation Number 15/POJK.04/2020 concerning the Arrangement and
Effectuation of General Meeting of Shareholders of Public Companies (hereinafter referred to
as “POJK No. 15”), the Board of Directors of PT KRAKATAU STEEL (PERSERO) Tbk
(hereinafter referred to as the “Company”) hereby notify the shareholders that the Company
has held the Annual General Meeting of Shareholders for Financial Year of 2024 (hereinafter
referred to as the “Meeting”), as follows:
(A). On :
Day/Date : Wednesday/June 25, 2025
Time : 14.30 Western Indonesian Time until 18.05 Western Indonesian Time
Venue : Financial Hall, Graha CIMB Niaga 2nd Floor, Jalan Jenderal Sudirman,
Kav. 58, Jakarta
Meeting Agenda:
1. Approval of the Company’s Annual Report and Ratification of the Company's
Consolidated Financial Statements, Approval of the Supervision Duty Report of the
Board of Commissioners and Ratification of the Financial Report of the Micro and
Small Business Funding Program (PUMK) for the 2024 Fiscal Year, as well as the
Granting of Full Discharge and Release of Liability (volledig acquit et de charge) to
the Board of Directors for the Management and Supervision that has been carried
out during the 2024 Financial Year.
2. The Resolution on the Salary for Board of Directors and Honorarium for Board of
Commissioners including other Facilities and Benefits for the year of 2025.
3. Appointment of a Public Accounting Firm (Kantor Akuntan Publik/ KAP) to Audit the
Company's Consolidated Financial Statements and the Financial Statements for the
Implementation of the Company's Micro and Small Business Funding Program for
the Financial Year of 2025.
4. Approval on the Extension of the Delegation of the Authority to the Board of
Commissioners to Declare the Definite Amount of Capital and Number of New
Shares Resulting from the Conversion of Mandatory Convertible Bonds ("MCB") and
to Take All Necessary Actions Including Determining the Time, Method and Amount
of Additional Issued Capital of the MCB Issuer in order to Convert the MCB into
Converted Shares.
5. Approval on the changes in the composition of the Board of Commissioners and/or
the Board of Directors of the Company.
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(B). Members of the Board of Directors and Board of Commissioners attended the Meeting:
BOARD OF DIRECTORS
President Director : Muhamad Akbar;
Director of Finance and Risk Management : Tardi;
Director of Human Capital : Agus Nizar Vidiansyah;
Director of Infrastructure and Operations : Utomo Nugroho;
Director of Commercial, Business Development : Hernowo.
and Portfolio
BOARD OF COMMISSIONERS
President Commissioner : Suhanto;
Commissioner : I Gusti Putu Suryawirawan;
Commissioner : Yudha Mediawan;
Independent Commissioner : David Pajung;
Independent Commissioner : Willgo Zainar;
(C). The Meeting has reached a meeting attendance quorum since it was attended by a total of
18.460.805.641 shares with valid voting rights or 95.422% of the total shares with valid
voting rights issued by the Company.
(D). In the Meeting, shareholders and/or their proxies were given the opportunity to arise
questions and/or provide opinions regarding the Meeting agenda.
(E). 1st Meeting Agenda : There was 1 (one) response from the Authorized Shareholder of
Series A Dwiwarna who was physically present and no question
was arisen by other shareholders
2nd Meeting Agenda : no question was arisen by shareholders.
3rd Meeting Agenda : no question was arisen by shareholders.
4th Meeting Agenda : no question was arisen by shareholders.
5th Meeting Agenda : no question was arisen by shareholders.
(F). The decision-making mechanism in the Meeting is as follows:
Meeting resolutions are made by way of deliberation for consensus. If deliberation to reach
consensus is not obtained, it is carried out through voting.
(G). The results of the Meeting resolution carried out through voting:
1st Meeting Agenda :
Agree Abstain Disagree
18.459.146.096 votes or 1.349.845 votes or 0,007% 309.700 votes or 0,002%
99,991% of the total shares of the total shares with of the total shares with
with valid voting rights valid voting rights present valid voting rights present
present at the Meeting. at the Meeting. at the Meeting.
Resolution of 1st Meeting Agenda:
1. Approved the Company’s Annual Report including the Report on the Supervisory
Duties of the Board of Commissioners for Financial Year of 2024 ended on
December 31, 2024.
2. Ratified:
a. The Company’s consolidated Financial Statement ending on December 31,
2024, and has been audited by KAP Amir Abadi Jusuf, Aryanto, Mawar and
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Partner (RSM Indonesia) as stated in their report
No:00710/2.1030/AU.1/04/11552/1/IV/2025 dated April 30, 2025 with the
opinion “Fair, in all matters that material”.
b. The Report on the Implementation of Social and Environmental Responsibility
Program ending on December 31, 2024, and has been audited by KAP Amir
Abadi Jusuf, Aryanto, Mawar and Partner (RSM Indonesia) as stated in their
report No: 00347/2.1030/AU.2/12/11552/0/III/2025 dated March 17, 2025 with
the opinion “Fair, in all matters that material”.
3. The Board of Directors and the Board of Commissioners are requested to
thoroughly resolve the matters which caused the recording of losses in the
Company’s Consolidated Financial Statements for the Financial Year of 2024 and
consistently carry out their duties and function carefully and diligently to optimize
all resources owned by the PT Krakatau Steel (Persero) Tbk Group in order to
complete the company restructuring, improve and enhance performance and
ensure the financial health of the PT Krakatau Steel (Persero) Tbk Group to
maintain the continuity of the Group's business operations.
4. As per the Approval of the Company’s Annual Report including the Report on the
Supervisory Duties of the Board of Commissioners, and the ratification of the
Company’s consolidated Financial Statement which includes the Report on the
Implementation of Social and Environmental Responsibility Program ending on
December 31, 2024, therefore the General Meeting of Shareholders (GMS) grant a
full a release and discharge (volledig acquit et de charge) to all members of the
Board of Directors and Board of Commissioners of the Company for their
management and supervisory actions that have been carried out during the
Financial Year ending December 31, 2024, to the extent that the related action is
not a criminal act and/or violating the applicable laws, regulations and legal
procedure as it has been reflected in the above mentioned Company's Report.
2nd Meeting Agenda:
Agree Abstain Disagree
18.460.492.196 votes or 3.745 votes or 0,000% of 309.700 votes or 0,002% of
99,998% of the total shares the total shares with valid the total shares with valid
with valid voting rights voting rights present at voting rights present at
present at the Meeting. the Meeting. the Meeting.
Resolution of 2nd Meeting Agenda:
The resolution of tantiem/ performance incentives/ special incentives for the
achievement made on financial year of 2024 and the amount of salaries/honorariums,
facilities, and allowances for the financial year of 2025 for the Board of Directors and
the Board of Commissioners will be separately resolved by the majority shareholder of
B-Series.
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3rd Meeting Agenda:
Agree Abstain Disagree
18.458.770.496 votes or 113.745 votes or 0,001% of 1.921.400 votes or 0,010%
99,989% of the total shares the total shares with valid of the total shares with
with valid voting rights voting rights present at valid voting rights present
present at the Meeting the Meeting at the Meeting
Resolution of 3rd Meeting Agenda:
1. Appoint a Public Accounting Firm (KAP) Amir Abadi Jusuf, Aryanto, Mawar & Partner
(RSM Indonesia), to audit the Company's Consolidated Financial Statements, PSA 62
Compliance Audit, and Financial Statements of the Company’s Micro and Small
Business Funding Program (PUMK) related to the Social and Environmental
Responsibility Program, and implementation of procedures for the Corporate KPI
Performance Report and Individual Directors KPI Report and the Composite Risk
Report for the Financial Year of 2025.
2. Granting the delegation of authority to the Board of Commissioners to determine the
amount of fees for audit services and other reasonable requirements for the KAP that
have been approved in the first resolution above, and the addition of the scope of
work required and other requirements that are reasonable for the KAP.
3. Granting the delegation of authority to the Board of Commissioners upon obtaining
prior written approval from the majority shareholder of B-Series for:
a. Appointing the replacement for KAP if the appointed KAP, for any reason, is
unable complete the assignment; and
b. Determining the fee for audit services and other terms for the replacement KAP.
4th Meeting Agenda:
Agree Abstain Disagree
18.458.770.496 votes or 113.745 votes or 0,001% of 1.921.400 votes or 0,010%
99,989% of the total shares the total shares with valid of the total shares with
with valid voting rights voting rights present at valid voting rights present
present at the Meeting the Meeting at the Meeting
Resolution of 4th Meeting Agenda:
1. Granting authority and power to the Board of Commissioners of the Company to
declare the definite amount of capital and the number of new shares resulting from
the conversion of MCB and to take all necessary actions, including determining the
time, method and amount of the Company's capital increase.
2. Granting power and authority with substitution rights to the Board of Directors of the
Company with the approval of the Board of Commissioners to make, negotiate and
sign any and all documents for the issuance of the MCB and the implementation of
conversion of the MCB into Company's capital with the above mentioned Capital
Increase mechanism, including but not limited to determining the conversion price of
the MCB into the Company's capital which is considered appropriate by the Board of
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Directors, take all and every necessary action in relation to matters relating to the
Capital Increase, make or request all necessary deeds, letters or documents, to
appear before authorized parties/officials including Notary and/or reporting and
carrying out the necessary registration to the competent authorities related to the
issuance of the MCB and the Company's capital increase with the said Capital
Increase mechanism, submit applications to authorized parties/officials as referred to
the applicable laws and regulations, such granting of power and authority shall be
given without any exceptions with due regards to the provisions of the applicable
laws and regulations including regulations in the Capital Market sector.
5th Meeting Agenda:
Agree Abstain Disagree
18.459.055.496 votes or 3.745 votes or 0,001% of 1.746.400 votes or 0,009%
99,990% of the total shares the total shares with valid of the total shares with
with valid voting rights voting rights present at valid voting rights present
present at the Meeting the Meeting at the Meeting
Resolution of 5th Meeting Agenda:
1. Honorably discharged the members of the Board of Directors and the Board of
Commissioners as mentioned below:
1) Director of Finance and Risk Management : Tardi;
2) President Commissioner : Suhanto;
3) Independent Commissioner : David Pajung;
4) Independent Commissioner : Isfan Fajar Satryo;
5) Commissioner : I Gusti Putu Suryawirawan;
6) Commissioner : Yudha Mediawan.
whose are appointed respectively based on the Resolution of the Extraordinary
GMS of 2023 dated January 18, 2023, Resolution of the Annual GMS of Fiscal Year
2019 dated July 29, 2020 in conjunction with Annual GMS of Fiscal Year 2021,
dated July 8, 2022, Resolution of the Annual GMS of Fiscal Year 2019 dated July
29, 2020, Resolution of the Extraordinary GMS of 2023 dated January 18, 2023,
Resolution of the Annual GMS of Fiscal Year 2021 dated July 8, 2022, and
Resolution of the Extraordinary GMS of 2023 dated January 18, 2023, Effective as
of the closing of this GMS, with gratitude for the contribution of power and
thoughts given during their tenure as the Company's Management
2. Appointing the following names as Board of Directors and Board of Commissioners of
the Company:
1) Director of Finance and Risk Management : Daniel Fitzgerald Liman;
2) President Commissioner : Hendro Martowardojo;
3) Independent Commissioner : David Pajung;
4) Commissioner : Setia Diarta;
5) Commissioner : Adityo Haryo Bimo.
3. The term of office of the Member of the Board of Directors who is appointed as
referred to in number 2, is in accordance with the provisions of the Company's
Articles of Association with due observance to the laws and regulations in the
Capital Market sector and without prejudice to the right of the GMS to dismiss at
any time.
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4. Due to the discharge and appointment of the Company's Board of Directors and
Board of Commissioners as mentioned in the first and second paragraph of this
resolution, therefore the composition of the Company's Board of Directors and
Board of Commissioners are as follows:
a. Board of Directors
1) President Director : Muhamad Akbar Djohan;
2) Director of Finance and Risk Management : Daniel Fitzgerald Liman;
3) Director of Human Capital : Agus Nizar Vidiansyah;
4) Director of Commercial, Business Development
and Portfolio : Hernowo;
5) Director of Infrastructure and Operations : Utomo Nugroho.
b. Board of Commissioners
1) President Commissioner : Hendro Martowardojo;
2) Independent Commissioner : David Pajung;
3) Independent Commissioner : Willgo Zainar;
4) Commissioner : Setia Diarta;
5) Commissioner : Adityo Haryo Bimo;
5. Members of the Board of Directors and Board of Commissioners who are appointed as
referred to in second paragraph of this resolution and are still holding other positions
that are prohibited by laws and regulations from being held concurrently with the
position of Director and Commissioner of State Owned Enterprise (BUMN), then the
related person must resign or be dismissed from said position.
6. Granting the power of attorney with the right of substitution to the Company's Board of
Directors to stipulate the decisions of this GMS in the form of a notarial deed, and to
appear before a notary or authorized official, and to make adjustments or improvements
as necessary if required by the authorized party for the purposes of implementing the
contents of the Meeting's resolutions.
Jakarta, 25th of June 2025
PT KRAKATAU STEEL (PERSERO) Tbk
Board of Director
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