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Announcement Summary of the Minutes
Annual General Meeting of Shareholders and
Extraordinary General Meeting of Shareholders
PT Adi Sarana Armada Tbk
PT Adi Sarana Armada Tbk, domiciled in North Jakarta (here in after referred to as “Company”), hereby
informs that the Company has held an Annual General Meeting of Shareholders and an Extraordinary General
Meeting of Shareholders (here in after referred to as “Meeting”), with detailed information as follows:
A. Day/Date, Place, Time and Event
Day : Wednesday, 26 June 2024
Place : Harris Hotel Kelapa Gading & Convention – Smiley Room 5th Floor,
Jalan Raya Barat Boulevard No. 13,
East Kelapa Gading Village, Kelapa Gading District,
North Jakarta 14240
Time : Annual General Meeting of Shareholders : 14.20 to 14.54 WIB
Extraordinary General Meeting of Shareholders : 15.07 to 15.35 WIB
Event :
Annual General Meeting of Shareholders
1. Approval and ratification of the Company's Annual Report for the financial year ending
on 31 December 2024 including the Company's Activity Report, Supervisory Report of
the Board of Commissioners and Financial Statements for the financial year ending on
31 December 2024, as well as granting full release and discharge of responsibility
(acquit et de charge) to the Board of Commissioners and Board of Directors of the
Company for the management and supervision of the Company during the relevant
financial year;
2. Determination of the use of net profit for the financial year ending December 31, 2024
and distribution of cash dividends by taking into account the procedures for distributing
dividends in accordance with capital market regulations;
3. Appointment of a Public Accountant who will audit the Company's financial statements
for the financial year ending December 31, 2025 and granting authority to determine
the honorarium of the Public Accountant and other requirements;
4. Approval of the determination of salary, honorarium and other benefits for members of
the Board of Commissioners and Board of Directors; and
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Extraordinary General Meeting of Shareholders
1. Approval of collateral for most or all of the Company's assets including but not limited to
land, buildings, vehicle units and trade receivables to obtain loans from financial
institutions, including future loan additions for the Company and all of the Company's
business units with a guarantee value and terms and provisions that are considered
good by the Board of Directors of the Company;
2. Discussion of feasibility studies on the basis of additional business activities of the
Company as well as amendments to Article 3 of the Company Articles of Association in
connection with additional business activities of the Company; and
3. Approval of the changes in the composition of the Company's Board of Commissioners.
B. Members of the Company's Board of Directors and Board of Commissioners who attended the
Meeting
The meeting was attended by members of the Company's Board of Directors and Board of Commissioners,
namely:
Board of Commissioners :
President Commissioner : Mrs. Erida
Commissioner : Mr. Hertanto Mangkusasono
Directors :
President Director : Mr. Drs. Prodjo Sunarjanto Sekar Pantjawati
Director : Mr. Jany Chandra
Director : Mr. Tjoeng Suyanto
Director : Mr. Jerry Fandy Tunjungan
C. Meeting Leader
The meeting was chaired by Mrs. Erida as the President Commissioner of the Company.
D. Shareholder Attendance
The Company's Annual General Meeting of Shareholders was attended by shareholders and their proxies
representing 2.876.000.305 shares or 77,916% of the 3.691.137.517 shares which are all shares issued by
the Company.
The Company's Extraordinary General Meeting of Shareholders was attended by shareholders and their
proxies representing 2.868.139.905 shares or 77,703% of the 3.691.137.517 shares which are all shares
issued by the Company.
E. Decision Making Mechanism
For all Meeting agendas that require decisions, vote counting will be carried out by referring to the
provisions of the Company's Articles of Association, Financial Services Authority Regulation Number
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15/POJK.04/2020 concerning Plans and Implementation of General Meeting of Shareholders of Public
Companies ("POJK GMS”) and the Limited Liability Company Law, namely as follows:
1. Meeting decisions are taken based on deliberation to reach a consensus;
2. In the event that a decision based on deliberation to reach a consensus is not reached, then the
decision is taken with the most votes of the number of votes validly cast at the Meeting;
3. For the calculation of the votes of the shareholders present at the Meeting, the shareholders or
theirproxies have the right to vote AGREE, DISAGREE or ABSTAIN votes on each agenda item of the
Company;
4. For shareholders or their proxies who are physically present, the chairman of the Meeting will ask
shareholders or their proxies who DO NOT AGREE or ABSTAIN to the proposal submitted to raise their
hands and submit ballots to the Meeting officers, but for shareholders whose votes are cast via E-Proxy
and E-Voting in the system Electronic General Meeting System KSEI (eASY.KSEI) The votes that will be
counted are the votes cast by the shareholders through eASY.KSEI so there is no need to submit ballots
to the Meeting officials. Furthermore, the votes cast by the shareholders or their proxies will be counted
by PT Raya Saham Registra as the Company's Securities Administration Bureau and then verified by a
Notary as an independent public official;
5. Shareholders or shareholders' proxies who are physically present who do not raise their hands to submit
ballots DO NOT AGREE or ABSTAIN to the proposal submitted, are deemed to have approved the
proposal submitted without the Chairman of the Meeting needing to ask the shareholders or their
proxies to raise their hands -each as a sign of agreement, except for the power of attorney of
shareholders whose power of attorney is carried out through the system Electronic General Meeting
System KSEI (eASY.KSEI) whose vote count refers to point 4 above; and
6. In accordance with Article 47 POJK GMS, ABSTAIN votes are deemed to cast the same vote as the
votes of the majority of shareholders who cast votes.
F. Opportunity to Ask Questions and/or Opinions
Shareholders or their proxies who represent them have been given the opportunity to ask questions
and/or provide opinions in writing in each agenda of the Meeting, as stated in the explanation for each
agenda of the Meeting.
G. Decision
In the Annual General Meeting of Shareholders a decision has been taken, namely as set forth in the
"Minutes of the Annual General Meeting of Shareholders of the Company" Number 182 dated 24 June
2024 and the Extraordinary General Meeting of Shareholders has been adopted as stated in the "Minutes
of the General Meeting of Shareholders Extraordinary Company” Number 183 dated 24 June 2024 both of
which were made by Jimmy Tanal, Bachelor of Law, Master of Notary, Notary in Jakarta, which in essence
is as follows:
Results of the Annual General Meeting of Shareholders
First Agenda :
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In the First Agenda, there were no shareholders asking questions and the results of the vote count were
obtained as follows:
Events Agree Don’t Agree Abstain Question
2.817.303.789 58.696.516
First - -
(97,959%) (2,040%)
Thus the Meeting decided:
1. Approve and accept the Company's Annual Report for the 2024 financial year, including the
Supervisory Duties Report of the Company's Board of Commissioners.
2. Ratify the Company's Financial Report for the financial year ending December thirty-first, two
thousand twenty-three (31-12-2024), which has been audited by Public Accountants Purwantono,
Sungkoro & Surja as stated in Independent Auditor's Report No. 00369/2.1032/AU.1/10/0698-
4/1/III/2025 dated 26 March 2025 with a qualified opinion, in all material respects, of the Group's
consolidated financial position as of 31 December 2024 and its consolidated financial performance
and cash flows for the year ended on that date, in accordance with Financial Accounting Standards
in Indonesia.
3. Providing full release and repayment of responsibility (receipt and charge) to all members of the
Board of Commissioners and Directors for the supervisory and management actions that have been
carried out during the 2024 financial year, as long as these actions are reflected in the Company's
Annual Report and Consolidated Financial Report for the 2024 financial year.
Second Agenda :
In the Second Agenda, there were no shareholders asking questions and the results of the vote count
were obtained as follows:
Events Agree Don’t Agree Abstain Question
2.721.149.789 154.850.516
Second - -
(94,615%) (5,384%)
Thus the Meeting decided:
1. Approve the use of the Company's net profit for the financial year 2024 amounting to
Rp.243,744,788,064, - (two hundred forty-three billion seven hundred forty-four million seven
hundred eighty-eight thousand sixty-four Rupiah) with details as follows:
a. amounting to Rp.73,822,750,340,- (seventy three billion eight hundred twenty two million
seven hundred fifty thousand three hundred forty Rupiah) or Rp.20 (twenty Rupiah) per share
distributed as interim cash dividend which has been paid to the entitled shareholders on
November 22, 2024..
b. amounting to Rp.110,734,125,510,- (one hundred ten billion seven hundred thirty four million
one hundred twenty five thousand five hundred ten Rupiah) or Rp.30 (thirty Rupiah) per share
distributed as cash dividend for the financial year 2024 to the shareholders of the Company.
c. amounting to Rp.1,000,000,000,- (one billion Rupiah) as general reserve in accordance with
the provisions of Article 26 of the Company's Articles of Association and Article 70 of Law No.
40 of 2007 on Limited Liability Companies ("Company Law").
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d. the balance will be used as retained earnings amounting to Rp.58,187,912,214,- (fifty-eight
billion one hundred eighty-seven million nine hundred twelve thousand two hundred fourteen
Rupiah).
2. Grant power and authority to the Board of Directors of the Company to further regulate the
procedures for the distribution of dividends with due observance of the regulations of the Indonesia
Stock Exchange.
Third Agenda :
In the Third Agenda, there were no shareholders asking questions and the results of the vote count were
obtained as follows:
Events Agree Don’t Agree Abstain Question
2.731.061.495 87.532.194 57.406.616
Third -
(94,960%) (3,043%) (1,996%)
Thus the Meeting decided:
Delegate authority and power to the Board of Commissioners to:
1. Appoint and/or replace the Registered Public Accounting Firm at the Financial Services Authority
(including the Registered Public Accountants at the Financial Services Authority who are
members of the Registered Public Accounting Firm) who will audit/examine the Company's books
and records for the financial year ending 31 December 2025, as well as determining the amount
of honorarium and other conditions regarding the appointment of a Registered Public Accounting
Firm at the Financial Services Authority (including Registered Public Accountants at the Financial
Services Authority who are members of the Registered Public Accounting Firm) by taking into
account the recommendations of the Audit Committee and applicable laws and regulations.
2. Declare that the grant of power and authority is effective from the time the proposal submitted
at this event is approved by the Meeting.
Fourth Agenda :
In the Fourth Agenda, there were no shareholders asking questions and the results of the vote count were
obtained as follows:
Events Agree Don’t Agree Abstain Question
2.721.149.789 154.850.516
Fourth - -
(94,615%) (5,384%)
Thus the Meeting decided:
1. Give authority to the Board of Commissioners, which currently also carries out Nomination and
Remuneration functions, to determine the honorarium, bonuses and/or other allowances for
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members of the Company's Board of Commissioners for the 2024 financial year with a maximum
of IDR 1,000,000,000 (one billion Rupiah).
2. Grant authority to the Board of Commissioners, which currently also carries out the Company's
Nomination and Remuneration function, to determine salaries, bonuses and/or other allowances
for members of the Company's Directors.
Resolutions of the Extraordinary General Meeting of Shareholders
First Agenda :
In the First Agenda, there were no shareholders asking questions and the results of the vote count were
obtained as follows:
Events Agree Don’t Agree Abstain Question
2.837.857.511 27.267.894 3.014.500
First -
(98,944%) (0,950%) (0,105%)
Thus the Meeting decided:
1. Agree to guarantee most or all of the Company's assets including but not limited to building land,
vehicle units and business receivables to obtain loans from Financial Institutions, along with
additional additional loans in the future for the Company and all of the Company's business units
with the collateral value and terms and conditions specified viewed favorably by the Company's
Directors.
2. Agree to give authority to the Company's Board of Directors to carry out every action that is
necessary, deemed necessary/good and required in order to carry out the transaction plan
including but not limited to signing every document, making changes and/or additions to
documents in whatever form is reasonably necessary, submitting and sign all applications and
other necessary documents, and take other actions that may be required related to the
transaction plan.
Second Agenda :
In the Second Agenda, there were shareholders asking questions and the results of the vote count were
obtained as follows:
Events Agree Don’t Agree Abstain Question
1. For the
warehousing
segment, how
much capex is
2.767.681.505 100.458.400
Second - required, will it
(96,497%) (3,502%)
initially use ASSA
existing assets or
will it lease new
land?
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2. Who is the initial
target of the
warehousing
segment, e-
commerce or
existing customers
of
whose services are
being expanded?
3. What is the
target net profit
addition from this
warehousing
segment?
Thus the Meeting decided:
1. Approved to increase the Company's business activities, namely in the fields of:
a. Warehousing and Storage (KBLI No. 52101);
b. Packing Activities (KBLI No. 82920)
2. Approved to amend Article 3 of the Company's Articles of Association regarding the Aims and
Objectives and Business Activities of the Company to be as follows:
AIMS AND OBJECTIVES AND BUSINESS ACTIVITIES
Article 3
Approved to amend Article 3 of the Company's Articles of Association regarding the Aims and
Objectives and Business Activities of the Company to be as follows:
1. The Company's aims and objectives are to operate in the fields of:
- Rental and Leasing Activities Without Option Rights for Cars, Buses, Trucks and the
Like (KBLI No. 77100).
- Wholesale Trade in Used Cars (KBLI No. 45102).
- Motorized Transportation for General Goods (KBLI No. 49431).
- Rental and Leasing Activities Without Option Rights for Land Transportation Equipment
Not Four or More Wheeled Motorized Vehicles (KBLI No. 77311).
- Transportation Consultancy Activities (KBLI No. 70202).
- Car Repair (KBLI No. 45201).
- Provision of Human Resources and Management of Human Resources Functions (KBLI
78300).
- Warehousing and Storage (KBLI 52101).
- Packing Activities (KBLI 82920)
2. To achieve the aims and objectives above, the Company may carry out the following business
activities:
i. Main business activities:
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a. rental and leasing activities without option rights (operational leasing) of all
types of land transportation equipment without an operator such as cars, trucks
and tow trucks.
b. wholesale trade in used cars, including special cars (such as ambulances,
caravans, microbuses, fire engines, etc.), lorries, trailers, semi-trailers and
various other motorized transport vehicles.
c. goods transportation operations using motorized vehicles and can transport
more than one type of goods, such as transportation by truck, pick-up, open
tub and closed tub (box).
d. rental and leasing activities without option rights (operational leasing) all types
of non-motorized land transportation equipment with four or more wheels
(cars, buses, trucks and the like) without an operator, such as motorbikes,
caravans, campers, railroad vehicles and the like. This group also includes
container rental businesses.
e. activities of temporary storage of goods before they are sent to their final
destination, with commercial purposes.
ii. Supporting business activities:
a. transportation consultancy activities, including conveying views, suggestions,
preparing feasibility studies, planning, supervision, management and research
in the field of transportation, both land, sea and air. Including port security
management.
b. Car repair and maintenance businesses, such as mechanical repairs, electrical
repairs, electronic injection system repairs, regular servicing, car body repairs,
motor vehicle parts repairs, spraying and painting, glass and window repairs
and motor vehicle seat repairs. Including repairs, installation or replacement of
tires and pipes, anti-rust treatment, installation of parts and accessories that
are not part of the manufacturing process and other maintenance efforts.
c. activities of providing human resources and human resource management
services to employers. This activity is devoted to carrying out human resources
and personnel management tasks. This activity presents workers' work history
in matters relating to wages, taxes and other financial and resource matters
including worker/labor service providers.
d. business of packing/packaging services on a fee or contract basis, whether or
not using an automatic process. Including bottling of beverages and food,
packaging of solid objects (blister packaging, wrapping with aluminum foil and
others), packaging of drugs and medicinal materials, labeling, affixing stamps
and stamping, packaging of parcels or gifts and gift wrapping. Including
canning and the like.
3. Agree to authorize the Company's Directors with the right of substitution to carry out all
necessary actions in connection with these changes, including but not limited to changing the
contents of Article 3 of the Articles of Association and restating the contents of the Articles in the
Company's Articles of Association, signing documents/letters - a letter, stating and/or setting out
the Meeting's decision in a notarial deed and then taking all actions deemed necessary with
nothing being excluded in accordance with the applicable laws and regulations.
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Third Agenda :
In the Third Agenda, there were no shareholders asking questions and the results of the vote count were
obtained as follows:
Events Agree Don’t Agree Abstain Question
2.767.681.505 100.458.400
Third - -
(96,497%) (3,502%)
Thus the Meeting decided:
1. To accept and approve the resignation of Mr. Hertanto Mangkusasono from his position as
Commissioner of the Company effective May 28, 2025, and to release and discharge him from all
responsibilities (acquit et decharge) for all actions in his position to the extent that such actions
are reflected in the Company's financial statements and to thank him for his service;
2. Approved to appoint Mr. Hindra Tanujaya as Commissioner of the Company as of the closing of
this Meeting until the closing of the Annual General Meeting of Shareholders of the Company in
2027, the composition of the members of the Board of Directors and Board of Commissioners of
the Company will be as follows:
Board of Directors
President Director : Mr. Drs. Prodjo Sunarjanto Sekar Pantjawati
Director : Mr. Jany Candra
Director : Mr. Tjoeng Suyanto
Director : Mr. Jerry Fandy Tunjungan
Board of Commissioners
President Commissioner : Mrs. Erida
Commissioner : Mr. Hindra Tanujaya
Independent Commissioner : Mrs. Lindawati Gani
Independent Commissioner : Mrs. Shanti Lasminingsih Poesposoetjipto
3. Approved to grant authority and power with the right of substitution to the Board of Directors of
theCompany to take all actions in connection with the resolution regarding the composition of the
Board of Commissioners of the Company, including but not limited to making or requesting to be
made and signing all deeds made before a Notary, and to notify the authorized parties and take
all and every action required in connection with the resolution in accordance with the applicable
laws and regulations, one and another without any exception.
Jakarta, June 26, 2024
PT ADI SARANA ARMADA Tbk
DIRECTOR
Names mentioned 14 people and organisations named in the text · linked when the evidence is strong
unresolved
person
Hertanto Mangkusasono
p.2 ×2
unresolved
person
Drs. Prodjo Sunarjanto Sekar Pantjawati
· President Director
p.2 ×6
unresolved
person
Jany Chandra
p.2
unresolved
person
Jerry Fandy Tunjungan C.
p.2 ×2
unresolved
org
Financial Services Authority
p.2 ×5
unresolved
org
PT Raya Saham Registra
p.3
unresolved
org
Indonesia Stock Exchange
p.5
unresolved
person
Hindra Tanujaya Independent
· Commissioner
p.9 ×3
unresolved
person
Lindawati Gani Independent
p.9 ×2
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