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20250630_BPFI_Ringkasan Risalah//Risalah RUPS_31909721_lamp2.pdf
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PT WOORI FINANCE INDONESIA Tbk
Placed in South Jakarta
(“Company”)
ANNOUNCEMENT OF SUMMARRY MINUTE OF ANNUAL GENERAL
MEETING OF SHAREHOLDERS
Board of Directors of PT Woori Finance Indonesia Tbk, placed in South Jakarta hereby
announce that on Wednesday, dated June 25, 2025, in Company’s meeting room, Chase
Plaza Building 16th Floor, Jalan Jenderal Sudirman Kav. 21 Jakarta 12920, have been
held the Annual General Meeting of Shareholders.
I. ANNUAL GENERAL MEETING OF SHAREHOLDERS
The meeting has been held from 14.18 until 15.07 WIB.
A. Quorum of Shareholders Presence
The Meeting was attended by shareholders or legal proxies of shareholders in total
2,280,688,998 shares or equal to 85.29% of the total number of shares with valid voting
rights that have been issued by the Company up to the date of this Meeting, namely
2,673,995,362 shares, taking into account the Company's Register of Shareholders as of
June 2, 2025 until the close of share trading on the Indonesian Stock Exchange, therefore
the provisions regarding the quorum for attendance at the Meeting as regulated in the
Company's Articles of Association and Law No. 40 of 2007 concerning Limited
Liability Companies and Regulations in the Capital Market sector, have been fulfilled.
B. The presence of the Company's Board of Commissioners and Directors
Members of the Board of Directors present at the Meeting:
President Director : Mr. HEON JOO RHEE;
Director : Mr. YUNSEONG LEE;
Director : Mr. HADY SUTIONO;
Director : Mr. JASIN HERMAWAN;
Members of the Board of Commissioners present at the Meeting :
Commissioner : Mr SADHANA PRIATMADJA;
Independent Commissioner : Ms. DESTI LILIATI;
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C. Agenda
1. Approval and ratification of the Company's Annual Report for the 2024 financial
year including the Company's Activity Report, Board of Commissioners
Supervision Report and Financial Report for the 2024 financial year, as well as
granting full settlement and release of responsibility (acquit de charge) to the
Company's Directors and Board of Commissioners for their actions and
supervision they carry out in the 2024 financial year;
2. Determination of the use of net profit in 2024;
3. Appointment of a Public Accountant and/or Public Accountant Firm who will
audit the Company's financial statements for the 2025 financial year, and
granting authority to determine the honorarium for the Public Accountant and/or
Public Accountant Firm and other requirements;
4. Determination of salaries, honorarium and other allowances for members of the
Board of Commissioners and Directors;
5. Changes in the composition of the members of the Company's Board of
Commissioners.
(hereinafter referred to as the “Meeting”).
D. Question and Answer Session
Shareholders and shareholder proxies were given the opportunity to ask questions and/or
opinions for each agenda item of the Meeting, however no shareholders and shareholder
proxies asked questions and/or opinions.
E. Decision Making Mechanism
Decision making for all agenda items is carried out based on deliberation to reach
consensus, in the event that deliberation to reach consensus is not reached, decision
making is carried out by voting.
F. Voting Results
First Agenda to Fifth Agenda:
- No shareholders or proxy holders present at the Meeting cast dissenting votes;
- No shareholders or proxy holders present at the Meeting cast blank (abstain) votes;
- All shareholders or proxy holders present at the Meeting cast affirmative votes.
- Accordingly, the resolutions were approved by the Meeting through deliberation to
reach consensus.
G. Meeting Decisions
First Agenda Decision :
- Approved and ratified the Company’s Annual Report for the financial year 2024,
including the Company’s Activity Report, the Supervisory Report of the Board of
Commissioners, and the Company’s Financial Statements for the financial year 2024
and Granted full release and discharge (acquit et de charge) to the Board of Directors
and the Board of Commissioners of the Company for the management and
supervisory actions they performed, to the extent such actions are reflected in the
said Annual Report.
Second Agenda Decision:
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a. Approved the use of the Company's net profit for the 2024 financial year as follows:
i. An amount of IDR53.079.907.240,00 from the Company’s net profit for the
2024 financial year shall be set aside as Reserves, in compliance with the
provisions of Article 70 of Law Number 40 of 2007 concerning Limited Liability
Companies;
ii. An amount of IDR26.445.814.130,18, or 30% of the Company’s net profit for
the 2024 financial year, shall be distributed as cash dividends to the shareholders
of the Company, resulting in a cash dividend of IDR9.89 per share, subject to
applicable tax regulations;
iii. The remaining balance shall be recorded as retained earnings, to be used for the
Company’s working capital;
b. Grant power and authority to the Company's Board of Directors to carry out any and
all necessary actions related to the decisions above, in accordance with applicable
laws and regulations.
Third Agenda Decision:
- Granted authority and power to the Company’s Board of Commissioners to appoint
a Public Accountant and/or Public Accountant Firm, who must be independent and
registered with the Financial Services Authority (OJK), to audit the Company’s
financial statements for the financial year 2025. The appointment is currently under
considerations and evaluation, taking into account the recommendation of the Audit
Committee. The Board of Commissioners is also authorized to determine the
honorarium and the terms and conditions of the appointment, including the
replacement and/or dismissal thereof.
Fourth Agenda Decision:
- Determined the total salary and/or other allowances for members of the Company’s
Board of Commissioners and Board of Directors for the financial year 2025, to be
no more than the total amount set for the financial year 2024, or if there is an
increase, such increase shall not exceed 49% of the total amount for the financial
year 2024; and Granted authority to the Board of Commissioners’ Meeting to
determine the allocation of such remuneration, with due considerations to the
recommendations of the Remuneration Committee.
Fifth Agenda Decision:
a. Accepted the resignation of Mrs. DESTI LILIATI from her position as Independent
Commissioner of the Company, with sincere appreciation for her contributions and
service to the Company. However, her resignation as Independent Commissioner
shall become effective as of the date Mr. YUSTIANUS DAPOT TOGARASI
SIDABUTAR officially obtains approval of the Fit and Proper Test from the
Financial Services Authority (OJK), as referred to in point b below.
b. Appointed Mr. YUSTIANUS DAPOT TOGARASI SIDABUTAR as Independent
Commissioner of the Company, effective as of the date he obtains approval of the
Fit and Proper Test from the Financial Services Authority (hereinafter referred to as
the “FPT for Independent Commissioner” and the "Effective Date of the New
Independent Commissioner’s Term"), for a term of 3 (three) years commencing from
the date of the FPT approval letter issued by OJK.
Such appointment shall be deemed null and void if the individual does not obtain
the required FPT approval, and in such case, no resolution from the Company’s
General Meeting of Shareholders shall be required.
c. To determine the composition of the Company’s Board of Directors and Board of
Commissioners as follows:
BOD
President Director : Mr. HEON JOO RHEE *)
Director : Mr. HADY SUTIONO ***)
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Director : Mr. JASIN HERMAWAN ***)
Director : Mr. YUNSEONG LEE ****)
BOC
President Commissioner : Mr. JEONG HYUK LEE **)
Commissioner : Mr. SADHANA PRIATMADJA ***)
Independent Commissioner : Mr. YUSTIANUS DAPOT TOGARASI
SIDABUTAR *****)
Independent Commissioner : Mrs. DESTI LILIATI ******)
*) with a term of office until June 25, 2026;
**) with a term of office until August 1, 2027;
***) with a term of office until the closing of the Company's Annual General
Meeting of Shareholders in 2027;
****) with a term of office until June 25, 2027;
*****) with a term of office of 3 (three) years, since Effective Date of Position of
New Independent Commissioner.
******) with a term of office up to one day before the Effective Date of Position of
New Independent Commissioner.
d. To grant authority and power to the Company’s Board of Directors, with the right of
substitution, either individually or jointly, to take any and all necessary actions in
connection with the resolution regarding the composition of the Board of Directors
and Board of Commissioners as adopted in the Meeting, including but not limited to
declaring/stating such resolution in one or more deeds before a Notary—whether
after the closing of this Meeting or after the effective date of the appointment of the
new member of the Board of Commissioners upon obtaining approval of the Fit and
Proper Test from the Financial Services Authority—and to incorporate such matters
into notarial deeds, and subsequently notify the competent authorities, as well as to
perform any and all other actions necessary in relation to the said resolution in
accordance with the prevailing laws and regulations.
Jakarta, June 25, 2025
PT Woori Finance Indonesia Tbk
Board of Directors
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Financial Services Authority
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YUSTIANUS DAPOT TOGARASI SIDABUTAR
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