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20250625_SMCB_Ringkasan Risalah//Risalah RUPS_31908797_lamp3.pdf
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Summary of Minutes of Annual General Meeting of Shareholders and
Procedure for Distribution of Cash Dividends for Fiscal Year 2024 PT
Solusi Bangun Indonesia Tbk (“Company”)
The Board of Directors of the Company hereby notifies the Shareholders of the Company, that the Company
has held an Annual General Meeting of Shareholders ("AGMS"), namely:
Day/date : Wednesday, 25 June 2025
Time : 14.28 – 16.03 WIB
Venue : Space Ballroom Aloft Hotel, Jl TB Simatupang Kav. 8-9 Cilandak
Timur, Jakarta Selatan DKI Jakarta 12560 & Video Conference
A. The Agenda of AGMS
1. Approval of the Company's Annual Report and ratification of the Company's Financial Statements for
the financial year ending 31 December 2024.
2. Determination of the use of net profit in the financial year ending 31 December 2024.
3. Appointment of a Public Accounting Firm as the Company's Independent Auditor to conduct an audit
of the Company's books for the 2025 Fiscal Year.
4. Approval of the delegation of authority to the Board of Commissioners to determine tantiem for the
2024 financial year and remuneration (salaries, facilities and benefits) for the 2025 financial year for
the Directors.
5. Approval of the determination of tantiem for the 2024 financial year and remuneration (honorarium,
facilities and allowances) for the 2025 financial year for the Board of Commissioners.
B. The Board of Commissioners and Board of Directors of the Company attend at the AGMS
Board of Commissioners Board of Directors
President Commissioner/ President Director : Asri Mukhtar
Independen Commissioner : Prijo Sambodo Director : Ony Suprihartono
Commissioner : Herudi Kandau Nugroho Director : Soni Asrul Sani
Commissioner : Shinji Fukami* Director : Yasuhide Abe
*) present online via teleconference media
Note: Mr. Yohanes Surya, the Company's Independent Commissioner,
cannot attend this Meeting because effective as of May 27, 2025, he
was appointed as an Independent Commissioner of PT Telkom
Indonesia (Persero) Tbk. In line with the Provisions of Article 27B of Law
of the Republic of Indonesia Number 1 of 2025 concerning the Third
Amendment to Law Number 19 of 2003 concerning State-Owned
Enterprises, he cannot hold concurrent positions in the Company and
he has submitted his resignation based on a Letter dated June 19, 2025,
which is effective as of 27 May 2025.
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C. Compliance to Legal Procedures for the AGMS
1. In accordance with the Financial Services Authority (OJK) Regulation No. 15/POJK.04/2020 regarding
the Plan and Implementation of the General Meeting of Shareholders of a Public Company (hereinafter
referred to as "POJK No. 15 of 2020"), the Company's Board of Directors has notified OJK regarding
the date and agenda of the Meeting on 7 May 2025 and revision of the Notification to OJK regarding
the date and Agenda of the Meeting on 20 May 2025.
2. The announcement of the holding of this Meeting on 19 May 2025.
3. The invitation to shareholders to attend the Meeting on 3 June 2025
Each of these announcements and invitation have been published on the Company's website, the
eASY.KSEI website, and the Integrated Electronic Reporting Facility of the Indonesian Financial Services
Authority & Stock Exchange ("SPE OJK").
D. Quorum of Presence of Shareholders
The AGMS were attended by the Shareholders or Authorized Shareholders of the Company amounting to
8,917,844,529 shares or equal to 98.8742306% of all shares that have been issued and fully paid in the
Company namely 9,019,381,973 shares.
E. Opportunities for Questions and Answers
Shareholders and/or their proxies who represent them, have been given the opportunity to ask questions
and/or give opinions in each meeting agenda verbally and electronically through eASY.KSEI system.
F. Decision Making Mechanism
Decision making is carried out by voting verbally and electronically through eASY.KSEI system.
G. Independent Parties for Vote Counting
The company has appointed independent parties, namely Notary Aulia Taufani S.H. and PT Datindo
Entrycom as the Securities Administration Bureau to perform the vote counting.
H. Decision of Meetings
AGMS Decisions are as follows:
AGMS First Agenda
Number of Shareholders There were 3 (three) shareholders or shareholder proxies present at the
Asking Question Meeting who asked questions and/or opinions.
Decision Making Voting verbally and electronically through eASY.KSEI system.
Mechanism
The Result of Vote Agree Abstain Disagree
8,916,915,029 209,500 shares or 720,000 shares or
shares or 0.0023492% 0.0080737%
99.9895771%
In accordance with the provisions of POJK 15/2020, abstain votes are
considered to have issued the same vote as the majority vote. Thus, the
number of affirmative votes is 8,917,124,529 shares or 99.9919% of the
total number of valid votes present at the Meeting decided to approve
the proposed decision of the First Agenda of the Meeting.
Decision 1. Approve the Company's Annual Report, including the Board of
Commissioners' Supervisory Duties Report, for the 2024 Financial
Year ending on December 31, 2024;
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AGMS First Agenda
2. Ratify the Company's Consolidated Financial Statements for the 2024
Financial Year ending on December 31, 2024, which have been
audited by the Public Accounting Firm (KAP) Liana Ramon Xenia &
Rekan (part of the Deloitte network) in accordance with its report No:
00096/2.1460/AU.1/04/1672-2/1/III/2025 dated March 26, 2025
with the opinion "Fair, in all material respects";
3. Grant full release and discharge (volledig acquit et de charge) to all
members of the Board of Directors for their management actions and
all members of the Board of Commissioners for their supervisory
actions of the Company that have been carried out during the 2024
Financial Year ending on December 31, 2024, as long as such actions
do not constitute criminal acts and such actions are reflected in the
report above.
AGMS Second Agenda
Number of Shareholders There are no shareholders who ask questions.
Asking Question
Decision Making Voting verbally and electronically through eASY.KSEI system.
Mechanism
The Result of Vote Agree Abstain Disagree
8,916,915,029 209,500 shares or 720,000 shares or
shares or 0.0023492% 0.0080737%
99.9895771%
In accordance with the provisions of POJK 15/2020, abstain votes are
considered to have issued the same vote as the majority vote. Thus, the
number of affirmative votes is 8,917,124,529 shares or 99.9919% of the
total number of valid votes present at the Meeting decided to approve
the proposed decision of the Second Meeting Agenda.
Decision Approve the use of the Company's Current Year Profit of
Rp745,090,082,693 (seven hundred forty five billion ninety million eighty
two thousand and six hundred ninety three rupiah), with the following
condition:
1. On 50% or an amount of Rp 372.545.041.347 (three hundred
seventy two billion five hundred forty five million forty one thousand
and three hundred forty seven rupiah) or approximately Rp
41,30494 (fourty one point three zero four nine four rupiah) per
share, determined as cash dividends. Payment is carried out with the
following condition:
a. Dividends for the Fiscal Year 2024 are paid proportionally to
each Shareholder whose name is registered in the Shareholders
Register on the recording date.
b. The Board of Directors is authorized and empowered with the
right of substitution to carry out:
i. Determination of the schedule and procedures for
distribution relating to the payment of dividends for the
Fiscal Year 2024 in accordance with applicable laws and
regulations;
ii. Dividend tax deductions in accordance with applicable tax
regulations;
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AGMS Second Agenda
iii. Other technical matters in accordance with the provisions of
applicable laws and regulations, including rounding up for
dividend payments per share.
2. On 50% or an amount of Rp 372.545.041.347 (three hundred
seventy two billion five hundred forty five million forty one thousand
and three hundred forty seven rupiah) will be used to fund the
Company's operational activities.
AGMS Third Agenda
Number of Shareholders There are no shareholders who ask questions.
Asking Question
Decision Making Voting verbally and electronically through eASY.KSEI system.
Mechanism
The Result of Vote Agree Abstain Disagree
8,916,915,029 209,500 shares or 720,000 shares or
shares or 0.0023492% 0.0080737%
99.9895771%
In accordance with the provisions of POJK 15/2020, abstaining votes are
considered to have issued the same vote as the majority vote. Thus, the
number of affirmative votes is 8,917,124,529 shares or 99.9919% of the
total number of valid votes present at the Meeting decided to approve
the proposed decision of the Third Meeting Agenda.
Decision 1. Approve the appointment of Public Accountant Mr. Juan Ramon
Junius Siahaan from Liana Ramon Xenia & Rekan Public Accounting
Firm (part of the Deloitte network) as the Company's Independent
Auditor to conduct an audit of the Company's books for the 2025
financial year and/or other periods during the Fiscal Year 2025;
2. Approve the granting of power and authority to the Company's Board
of Commissioners to appoint a Public Accountant and/or Public
Accounting Firm in the event that the Public Accountant and/or Public
Accounting Firm is prevented or unwilling to conduct an audit due to
one reason or another or any reason whatsoever including legal
reasons and applicable laws and regulations and determine the
additional scope of work for the appointed Public Accountant, as long
as it is necessary for the Company's special actions;
3. Approve the granting of power to the Company's Board of Directors
to determine the amount of reasonable audit service fees and other
requirements in connection with the appointment of the Public
Accountant and Public Accounting Firm.
AGMS Fourth Agenda
Number of Shareholders There are no shareholders who ask questions.
Asking Question
Decision Making Voting verbally and electronically through eASY.KSEI system.
Mechanism
The Result of Vote Agree Abstain Disagree
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AGMS Fourth Agenda
8,916,915,029 209,500 shares or 720,000 shares or
shares or 0.0023492% 0.0080737%
99.9895771%
In accordance with the provisions of POJK 15/2020, abstain votes are
considered to have issued the same vote as the majority vote. Thus, the
number of affirmative votes is 8,917,124,529 shares or 99.9919% of the
total number of valid votes present at the Meeting decided to approve
the proposed decision of the Fourth Meeting Agenda.
Decision Approve to grant authority and power to the Company's Board of
Commissioners, which carries out remuneration and nomination
functions based on the direction of the Majority Shareholders, to
determine for members of the Company's Board of Directors:
a. Tantiem for performance for the fiscal year 2024; and
b. Salary, allowances and facilities for the financial year 2025.
AGMS Fifth Agenda
Number of Shareholders There are no shareholders who ask questions.
Asking Question
Decision Making Voting verbally and electronically through eASY.KSEI system.
Mechanism
The Result of Vote Agree Abstain Disagree
8,916,892,329 209,500 shares or 742,700 shares or
shares or 0.0023492% 0.0083282%
99.9893225%
Sesuai dengan ketentuan POJK 15/2020, suara abstain dianggap
mengeluarkan suara yang sama dengan suara mayoritas. Dengan
demikian jumlah suara setuju adalah 8.917.101.829 saham atau
99,9917% dari jumlah suara yang sah yang hadir dalam Rapat
memutuskan menyetujui usulan keputusan Mata Acara Rapat Kelima.
Decision Approve to grant authority and power to the Majority Shareholders to
determine for members of the Company's Board of Commissioners:
a. Tantiem for performance for the fiscal year 2024; and
b. Honorarium, allowances and facilities for the financial year 2025.
I. Schedule and Procedure for Distribution of Cash Dividends for Fiscal Year 2024
In accordance with the results of the decision on the Second Agenda of the AGMS as mentioned above, it
is hereby notified that the Company has determined a cash dividend from the Company's Net Profit for the
2024 Fiscal Year amounting to Rp372,545,041,347 (three hundred seventy two billion five hundred
forty five million forty one thousand and three hundred forty seven rupiah) or Rp41.30494 (forty one
point three zero four nine four rupiah) per share which will be distributed to 9,019,381,973 (nine billion
nineteen million three hundred eighty one thousand and nine hundred seventy three) Company Shares
with the following schedule and procedures:
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1. Cash Dividend Distribution Schedule
No. INFORMATION DATE
a. End of Stock Trading Period with Dividend Rights (Cum Dividend)
• Regular and Negotiation Markets 4 July 2025
• Cash Market 8 July 2025
b. Beginning of Stock Trading Period Without Dividend Rights (Ex
Dividend)
• Regular and Negotiation Markets 7 July 2025
• Cash Market 9 July 2025
c. Date of Company's Register of Shareholders entitled to Dividend 8 July 2025
(Recording Date)
d. Cash Dividend Payment Date 25 July 2025
2. Procedures for Distribution of Cash Dividends
a. Cash Dividends will be distributed to Company shareholders whose names are recorded in the
Company's Register of Shareholders ("DPS") or recording date on 8 July 2025 (recording date)
and/or owners of Company shares in securities sub accounts at PT Kustodian Sentral Efek
Indonesia (“KSEI”) at the close of trading on 8 July 2025.
b. For Company shareholders whose shares are placed in KSEI's collective custody, cash dividend
payments will be made through KSEI and will be distributed on 25 July 2025 into the Customer
Fund Account (RDN) at the Securities Company and/or Custodian Bank where the shareholder
opened a securities sub-account. Meanwhile, for Company shareholders whose shares are not
included in KSEI's collective custody, cash dividend payments will be transferred to the Company's
shareholder account.
c. The cash dividend will be taxed in accordance with the applicable tax laws and regulations.
d. Based on the applicable tax laws and regulations, the cash dividend will be excluded from the tax
object if it is received by the shareholders of the domestic corporate taxpayer (“Domestic Entity
Taxpayer”) and the Company does not deduct Income Tax on the cash dividends paid to the
Domestic Entity Taxpayer. The Cash dividends received by shareholders of domestic individual
taxpayers (“Domestic Individual Taxpayer/WPOP DN”) will be excluded from the tax object as
long as the dividends are invested in the territory of the Unitary State of the Republic of Indonesia.
For Domestic Individual Taxpayer/WPOP DN that does not meet the investment provisions as
mentioned above, the dividends received by the person concerned will be subject to income tax
("PPh") in accordance with the applicable laws and regulations, and the PPh must be paid by the
Domestic Individual Taxpayer/WPOP DN concerned in accordance with with the provisions of
Government Regulation No. 9 of 2021 concerning Tax Treatment to Support the Ease of Doing
Business.
e. Shareholders can obtain dividend payment confirmation through a securities company and/or
custodian bank where they open a securities sub account, then the shareholder must be
responsible for reporting the dividend receipt referred to in the tax reporting for the tax year
concerned.
f. For Shareholders who are Foreign Taxpayers whose tax deductions will use a tariff based on the
Double Taxation Avoidance Agreement ("P3B") must meet the requirements of the Director
General of Taxes Regulation No. PER-25/PJ/2018 concerning Procedures for Application of
Double Tax Avoidance Approval and submitting record documents or DGT/SKD receipts that have
been uploaded to the Directorate General of Taxes page to KSEI or BAE in accordance with KSEI
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rules and regulations, without the said documents, dividends cash paid will be subject to Article
26 Income Tax of 20%.
Jakarta, 26 July 2025
PT Solusi Bangun Indonesia Tbk
Board of Directors
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Names mentioned 17 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.2 ×2
unresolved
org
PT Datindo Entrycom
p.2
unresolved
org
Liana Ramon Xenia & Rekan
p.3 ×2
unresolved
person
Juan Ramon Junius Siahaan
p.4
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.6
unresolved
org
Directorate General of Taxes
p.6
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Raw output
{'agenda': [],
'is_electronic': True,
'meeting_type': 'OTHER',
'record_date': '2025-07-08'}