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20250619_DATA_Ringkasan Risalah//Risalah RUPS_31896551_lamp2.pdf
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ANNOUNCEMENT OF SUMMARY OF MINUTES OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT REMALA ABADI Tbk
In order to fulfill the provisions of Article 10 paragraph (32), paragraph (39) and
paragraph (40) of the Company's Articles of Association and Article 49 paragraph (1)
and Article 51 paragraph (1) of the Financial Services Authority Regulation No.
15/POJK.04/2020 concerning the Plan and the Implementation of the General
Meeting of Shareholders of Public Company ("POJK 15/2020"), the Board of
Directors of the Company hereby announce the Summary of Minutes of the
Company's Annual General Meeting of Shareholders ("Meeting") as follows:
A. The Meeting of the Company has been held on:
Day/Date : Monday, June 16, 2025;
Time : 13.32' BBWI to 15.03’ BBWI;
Place : Aston Priority Simatupang and Conference Center
Jl. Let. Jend Jl. TB Simatupang Kav. 9, No.2, RT.2/RW.2,
Kebagusan, Pasar Minggu, South Jakarta City, Jakarta
12520.
B. Agenda of the Meeting are as follows:
1. Approval and ratification of the Annual Report for the financial year ended
December 31, 2024, which consists of:
a. Report on the management of the Company by the Board of
Directors and the Report on the supervision of the Company by the
Board of Commissioners for the financial year ended on December
31, 2024;
b. Financial Statements and ratification of the balance sheet as well
as the calculation of profit and loss for the financial year ended on
December 31, 2024 as well as granting and release and full
acquittal (acquit et de charge) to all members of the Board of
Directors and members of the Board of Commissioners of the
Company for the management and supervision actions they have
taken for the financial year ended on December 31, 2024.
2. Determination of the Company's profit and loss for the financial year
ended on December 31, 2024.
3. Determination of the amount of salary and other benefits for members of
the Board of Directors and members of the Board of Commissioners of
the Company.
4. Appointment of Public Accountant who will audit the Company's financial
statements for the financial year ending on December 31, 2025.
5. Accountability for the realization of the use of funds from the Initial Public
Offering.
6. Approval of changes to the composition of the Company's Board of
Directors and Board of Commissioners.
7. Reaffirmation of the composition of the Company's shareholders.
8. Approval of changes to the Company's domicile.
9. Approval of Amendments to the Company's Articles of Association.
C. The Board of Directors and the Board of Commissioners of the Company
present at this Meeting are as follows:
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BOARD OF DIRECTORS:
President Director : Mr. AGUS SETIONO;
Director : Mr. SAMUEL ADI MULIA.
BOARD OF COMMISSIONERS:
President Commissioner : Mr. RICHARD KARTAWIJAYA.
Independent Commissioner : Mr. AHMAD ALAMSYAH SARAGIH, SE.
D. Based on the attendance list of the shareholders of the Meeting, the recorded
number of shares present or represented in the Meeting is amounting of
1.112.047.700 (one billion one hundred twelve million forty seven thousand
seven hundred) shares, which constitutes 80,88% (eighty point eight eight
percent) from amounting of 1.375.000.000 (one billion three hundred seventy
five million) shares which constitutes the total number of shares issued by the
Company, which have valid voting rights as required by the Company's Articles
of Association and POJK 15/2020.
E. The Company has provided an opportunity for shareholders and proxies of
shareholder to raised questions and/or provide opinions prior to the voting for
each agenda item of the Meeting.
F. In the Meeting, there were shareholders who asked questions in the Meeting,
namely:
1. Mr. ANDRIE YOSUA CORNELIUS as the owner/holder of 3.100 (three
thousand one hundred) shares in the Company, who raised questions
related to the first agenda item of the Meeting, through the eASY.KSEI
application.
2. Mr. HANSON HARTAWAN as the owner/holder of 53.000 (fifty three
thousand) shares in the Company, who raised questions related to the
seventh agenda item of the Meeting, through physical attendance at the
Meeting.
3. Mr. ANDRIE YOSUA CORNELIUS as the owner/holder of 3.100 (three
thousand one hundred) shares in the Company, who raised questions
related to the eighth agenda item of the Meeting, through the eASY.KSEI
application.
G. The mechanism of adopting resolution of Meeting:
1. The mechanism of adopting resolution of Meeting was conducted in
amicable manner. If no amicable resolution is reached, voting system is
implemented in the Meeting through open voting system.
2. Shareholders were allowed to vote through Electronic General Meeting
System KSEI (eASY.KSEI) provided by PT KUSTODIAN SENTRAL
EFEK INDONESIA (“KSEI”).
3. Based on the Article 12 paragraph (11) of the Company's Articles of
Association and Article 47 POJK 15/2020, blank votes shall be
considered as casting the same vote as the majority vote of shareholders
who cast their votes.
H. Voting Results:
FIRST AGENDA OF THE MEETING:
Disagree : 0 votes
Abstain : 28.600 votes
Agree : 1.112.019.100 votes
Based on the provisions of the Articles of Association and POJK 15/2020,
abstention votes are considered to have cast the same vote as the majority of
shareholders who cast votes, so that the total number of shareholders who
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agreed was 1.112.047.700 votes or 100% of the total number of votes legally
cast.
SECOND AGENDA OF THE MEETING:
Disagree : 0 votes
Abstain : 28.600 votes
Agree : 1.112.019.100 votes
Based on the provisions of the Articles of Association and POJK 15/2020,
abstention votes are considered to have cast the same vote as the majority of
shareholders who cast votes, so that the total number of shareholders who
agreed was 1.112.047.700 votes or 100% of the total number of votes legally
cast.
THIRD AGENDA OF THE MEETING:
Disagree : 3.100 votes
Abstain : 28.600 votes
Agree : 1.112.016.000 votes
Based on the provisions of the Articles of Association and POJK 15/2020,
abstention votes are considered to have cast the same vote as the majority of
shareholders who cast votes, so that the total number of shareholders who
agreed was 1.112.044.600 votes or 99,99% of the total number of votes legally
cast.
FOURTH AGENDA OF THE MEETING:
Disagree : 3.100 votes
Abstain : 28.600 votes
Agree : 1.112.016.000 votes
Based on the provisions of the Articles of Association and POJK 15/2020,
abstention votes are considered to have cast the same vote as the majority of
shareholders who cast votes, so that the total number of shareholders who
agreed was 1.112.044.600 votes or 99,99% of the total number of votes legally
cast.
FIFTH AGENDA OF THE MEETING:
Disagree : 0 votes
Abstain : 28.600 votes
Agree : 1.112.019.100 votes
Based on the provisions of the Articles of Association and POJK 15/2020,
abstention votes are considered to have cast the same vote as the majority of
shareholders who cast votes, so that the total number of shareholders who
agreed was 1.112.047.700 votes or 100% of the total number of votes legally
cast.
SIXTH AGENDA OF THE MEETING:
Disagree : 3.100 votes
Abstain : 28.600 votes
Agree : 1.112.016.000 votes
Based on the provisions of the Articles of Association and POJK 15/2020,
abstention votes are considered to have cast the same vote as the majority of
shareholders who cast votes, so that the total number of shareholders who
agreed was 1.112.044.600 votes or 99,99% of the total number of votes legally
cast.
SEVENTH AGENDA OF THE MEETING:
Disagree : 0 votes
Abstain : 28.600 votes
Agree : 1.112.019.100 votes
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Based on the provisions of the Articles of Association and POJK 15/2020,
abstention votes are considered to have cast the same vote as the majority of
shareholders who cast votes, so that the total number of shareholders who
agreed was 1.112.047.700 votes or 100% of the total number of votes legally
cast.
EIGHTH AGENDA OF THE MEETING:
Disagree : 0 votes
Abstain : 28.600 votes
Agree : 1.112.019.100 votes
Based on the provisions of the Articles of Association and POJK 15/2020,
abstention votes are considered to have cast the same vote as the majority of
shareholders who cast votes, so that the total number of shareholders who
agreed was 1.112.047.700 votes or 100% of the total number of votes legally
cast.
NINTH AGENDA OF THE MEETING:
Disagree : 0 votes
Abstain : 28.600 votes
Agree : 1.112.019.100 votes
Based on the provisions of the Articles of Association and POJK 15/2020,
abstention votes are considered to have cast the same vote as the majority of
shareholders who cast votes, so that the total number of shareholders who
agreed was 1.112.047.700 votes or 100% of the total number of votes legally
cast.
I. Resolutions of the Meeting:
FIRST AGENDA OF THE MEETING:
Approved and ractified the Annual Report for the financial year ended on
December 31, 2024, which consists of:
a. Report on the management of the Company by the Board of Directors
and Report on the course of supervision of the Company by the Board of
Commissioners during the financial year of 2024;
b. Financial Statements and Balance Sheet and calculation of profit and loss
for the financial year ended on December 31, 2024;
thereby agree to grant full release and settlement (acquit et de charge) to the
members of the Board of Directors and members of the Board of
Commissioners of the Company for the management and supervisory actions
they have taken during the financial year ended on December 31, 2024 as long
as the actions are reflected in the Company's Annual Report and Financial
Statements ended on December 31, 2024.
SECOND AGENDA OF THE MEETING:
1. Determine the use of the Company's net profit for the financial year
ending on December 31, 2024, which is Rp 99.629.544.418 (ninety nine
billion six hundred twentynine million five hundred forty four thousand four
hundred eighteen Rupiah), with the following details:
a. Rp 11.750.000.000 (eleven billion seven hundred fifty million
Rupiah) is set aside as a mandatory reserve fund, in accordance
with the provisions of Article 70 of the Limited Liability Company
Law;
b. the remaining will be recorded as retained earnings of the Company
to strengthen long-term capital and in order to support the
Company's business growth and investment plans.
2. Approve to grant full authority and power to the Company's Board of
Directors with the right of substitution to take all actions necessary to
implement the decisions taken as mentioned above, one way or another
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without any exceptions and while remaining subject to the applicable laws
and regulations.
THIRD AGENDA OF THE MEETING:
Grant authority and power to the Board of Commissioners of the Company to
determine the salary and/or honorarium and/or other allowances for members
of the Board of Directors and members of the Board of Commissioners of the
Company for the financial year of 2025, the implementation of which will be
adjusted to the applicable regulations.
FOURTH AGENDA OF THE MEETING:
1. Appoint Mrs. RIANI and Public Accounting Firm TJAHJADI & TAMARA,
who are registered with the OJK as Public Accountants and Public
Accounting Firms respectively, to conduct an audit of the Company's
Consolidated Financial Statements for the Financial Year of 2025, or
appoint another Public Accountant in the same Public Accounting Firm, in
the event that the person concerned is permanently prevented from
conducting an audit of the Company's Consolidated Financial Statements
for the Financial Year of 2025;
2. Grant power and authority to the Company's Board of Commissioners to
appoint a replacement Public Accountant and/or Public Accounting Firm
(including determining the amount of honorarium and other requirements)
while still considering the input and recommendations of the Company's
Audit Committee, in the event that for any reason whatsoever:
(i) the appointment of the Public Accountant and/or Public Accounting
Firm as referred to in number 1 cannot be carried out; or
(ii) the Public Accountant and/or Public Accounting Firm as referred to
in number 1 cannot carry out or complete the audit of the
Company's Consolidated Financial Statements for the Financial
Year of 2025,; with the following criteria and limitations:
i. registered with the Financial Services Authority; and
ii. other terms and conditions deemed good by the Company's
Board of Commissioners by considering input and
considerations from the Company's Audit Committee.
3. Grant power and authority to the Company's Board of Directors to
determine the amount of honorarium and other terms, including signing
documents related to the appointment of Public Accountants and/or
Public Accounting Firms as referred to in number 1 above, with
consideration of the recommendations of the Company's Audit
Committee.
FIFTH AGENDA OF THE MEETING:
Accept the accountability for the realization of the use of funds from the Initial
Public Offering (IPO) of the Company's shares.
SIXTH AGENDA OF THE MEETING:
1. Accept the resignation of:
(i) Mr. RICHARD KARTAWIJAYA as the Company's President
Commissioner; and
(ii) Mr. SAMUEL ADI MULIA as the Company's Director;
with gratitude for their services, which have been done for the progress of
the Company.
2. Approve to appoint:
(i) Mrs. ANITA ANWAR as the Company's President Commissioner;
and
(ii) Mr. ADRIAN RENALDY as the Company's Director;
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each for a term of office since the closing of this Meeting until the closing
of the Company's Annual General Meeting of Shareholders to be held in
2028.
3. Determine the composition of the members of the Board of Directors and
members of the Board of Commissioners of the Company since the
closing of this Meeting until the closing of the Company's Annual General
Meeting of Shareholders to be held in 2028, without prejudice to the
rights of the Company's Annual General Meeting of Shareholders to
dismiss at any time, with the following composition:
BOARD OF DIRECTORS:
President Director : Mr. AGUS SETIONO;
Director : Mr. ADRIAN RENALDY.
BOARD OF COMMISSIONERS:
President Commissioner : Ms. ANITA ANWAR;
Independent Commissioner : Mr. AHMAD ALAMSYAH
SARAGIH, SE.
4. Grant authority and power to the Company's Board of Directors, with the
right of substitution, to state/state the decision regarding the composition
of the Board of Directors and/or Board of Commissioners in a deed made
before a Notary, and to further notify the authorized party, and to take all
and any actions necessary in connection with the decision in accordance
with applicable laws and regulations.
SEVENTH AGENDA OF THE MEETING:
1. Agree to reaffirm the composition of the Company's Shareholders as
stated in the Company's Shareholders Register issued by PT ADIMITRA
JASA KORPORA as the Company's Securities Administration Bureau, on
May 22, 2025, as follows:
- PT IFORTE SOLUSI INFOTEK, amount of 550.000.000 shares;
- VERAH WAHYUDI SINGGIH WONG, amount of 550.026.900
shares;
- PUBLIC, amount of 274.973.100 shares;
therefore the total is 1.375.000.000 shares.
2. Grant authority and power to the Company's Board of Directors, with the
right of substitution, to state/state the decision regarding the composition
of the shareholders in a deed made before a Notary, and to further notify
the authorized party, and to take all and every action necessary in
connection with the decision in accordance with applicable laws and
regulations.
EIGHTH AGENDA OF THE MEETING:
1. Approve and change the Company's domicile from South Jakarta to
Kudus Regency.
2. Approve and change Article 1 paragraph 1 of the Company's Articles of
Association, to be written and read as follows:
Article 1 paragraph 1
This limited liability company is named "PT REMALA ABADI Tbk"
(hereinafter simply abbreviated as the “Company"), domiciled in Kudus
Regency.
3. Approve and change the Company's address in accordance with the
change in the Company's domicile, so that the Company's address is
now at Jl. Tanjung Karang No. 11 RT.004 RW.003, Jati Kulon
Village/Sub-district, Jati District, Kudus Regency, Central Java Province,
Postal Code 59347.
3. Delegate authority and grant power to the Company's Board of Directors
to amend Article 1 paragraph 1 of the Company's Articles of Association
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regarding the Company's Domicile, including to change the Company's
address on the Company's licensing documents, in order to comply with
the provisions of the regulations on business licensing services
applicable in the Republic of Indonesia.
4. Grant power to the Company's Board of Directors to state the results of
the eighth agenda item of the Meeting in a separate Notarial deed,
including requesting approval of the amendment to the Articles of
Association and notifying the changes to the Company's data to the
authorized agency, including the Ministry of Law of the Republic of
Indonesia, making changes and/or additions in any form whatsoever that
are necessary to obtain approval of the amendment to the Articles of
Association and receipt of notification of changes to the Company's data,
submitting, signing all applications and other documents, selecting the
domicile and carrying out all necessary actions, none of which are
excluded.
NINTH AGENDA OF THE MEETING:
1. Approve to amend the Company's Articles of Association, namely Article
4, Article 5, Article 7, Article 9, Article 10, Article 11, Article 12, Article 13,
Article 14, Article 15, Article 16, Article 17, Article 18, Article 19, Article
20, Article 21, Article 22 and Article 23, and amend and restate all
provisions of the Company's Articles of Association, in accordance with
the main points of the amendments to the Company's Articles of
Association that have been uploaded on the Company's website.
2. Agree to grant full authority and power to the Board of Directors of the
Company, both individually and jointly with the right of substitution to
perform all and any actions required in connection with the resolution,
including but not limited to stating/setting down either part or all of the
decisions in a deed made before a Notary, to change and/or rearrange all
provisions of the Company's Articles of Association in accordance with
the decision, (including but not limited to preparing the editorial of the
Company's Articles of Association and if necessary) as required by and in
accordance with the provisions of applicable laws and regulations, and
then to submit an application for approval and/or submit notification of the
resolution of this Meeting and/or changes to the Company's Articles of
Association in the decisions of this Meeting to the authorized agencies
including but not limited to the Ministry of Law of the Republic of
Indonesia, the Financial Services Authority, the Indonesia Stock
Exchange, and to perform all and any actions required to fully implement
the matters decided in this Meeting in accordance with applicable laws
and regulations, one thing and another without exception.
Jakarta, June 17, 2025
PT REMALA ABADI Tbk
Board of Directors of the Company
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Names mentioned 17 people and organisations named in the text · linked when the evidence is strong
unresolved
org
REMALA ABADI Tbk
p.1 ×6
unresolved
org
Financial Services Authority
p.1 ×3
unresolved
person
RICHARD KARTAWIJAYA. Independent
p.2 ×3
unresolved
person
ANDRIE YOSUA CORNELIUS
p.2 ×2
unresolved
person
HANSON HARTAWAN
p.2
unresolved
org
PT KUSTODIAN SENTRAL EFEK INDONESIA
p.2
unresolved
person
RIANI
p.5
unresolved
org
PT ADIMITRA JASA KORPORA
p.6
unresolved
org
Ministry of Law
p.7 ×2
unresolved
org
Indonesia Stock Exchange
p.7
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