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20250618_FWCT_Ringkasan Risalah//Risalah RUPS_31896415_lamp3.pdf
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ANNUAL GENERAL MEETING OF
SHAREHOLDERS
AND
EXTRAORDINARY GENERAL
MEETING OF SHAREHOLDERS
SUMMARY OF MINUTES
18 J U N I 20 25
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SUMMARY OF MINUTES OF THE
ANNUAL AND EXTRAORDINARY GENERAL MEETING OF
SHAREHOLDERS
PT WIJAYA CAHAYA TIMBER TBK
PT Wijaya Cahaya Timber Tbk, a Limited Liability Company which has listed all its shares on the Indonesia Stock Exchange, having
domicile and headquartered in West Jakarta (hereinafter referred to as the "Company") hereby announces to all the Company's
Shareholders, that on June 17, 2025, the Company has held an Annual and Extraordinary General Meeting of Shareholders
(hereinafter referred to as the "Meeting") electronically.
As regulated in Article 49 of Financial Services Authority Regulation No. 15/POJK.04/2020 concerning Planning and Implementation
of the General Meeting of Shareholders of Public Companies on 20 April 2020 ("OJK Regulation No. 15"), the Company is required
to prepare a Summary of Minutes of Meeting, in accordance with the minutes of the Meeting as set forth in the Deed of Minutes
of the Annual and Extraordinary General Meeting of Shareholders of PT Wijaya Cahaya Timber Tbk, respectively Deed No. 37 and
38 dated 17 June 2025, drawn up by Dr. Sugih Haryati, SH, M.Kn, Notary in South Jakarta, with the following details:
Day/Date : Tuesday/17 June 2025
Time : 14:17 p.m. - 15:10 p.m Western Indonesia Time – Annual General Meeting of
Shareholders
15:19 p.m. - 15:40 p.m Western Indonesia Time – Extraordinary General Meeting of
Shareholders
Venue : Grand Meeting Room, Puri Indah Financial Tower 3 rd Floor Unit 10
Jl. Puri Lingkar Dalam Blok T8, RT.01/RW.02, Kembangan Selatan, Kembangan
Kota Jakarta Barat, Daerah Khusus Ibukota Jakarta - 11610
Mechanism : Electronic meeting, using eASY.KSEI application
Media Conferencing : AKSes.KSEI in Zoom webinar format 1
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I. Chairman of The Meeting
The Meeting was chaired by Mr. Erwin Kurnia Winenda as President Commissioner (Independent) of the
Company, in accordance with Articles of Associations of the Company and the Decree of the Board of
Commissioners Regarding the Appointment of Meeting Leaders Number FWCT/SK.DIRKOM/0325/002 dated
March 21, 2025.
II. Attendance of members of the Board of Commissioners, Directors, and Committees under the Board of
Commissioners
Board of Commissioners
President Commissioner/ Independent : Erwin Kurnia Winenda
Commissioner : Selviana Rumondang
Board of Directors
President Director : Budi Tjahjadi
Director : Stendy
Audit Committee
Chairman : Erwin Kurnia Winenda
Member : Suwardy
Member : Audrey Angelina
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III. Attendance Quorum
a. Annual General Meeting of Shareholders (“Annual GMS”)
The meeting was attended by Shareholders or Proxies of Shareholders representing 1.761.716.400 (one
billion seven hundred sixty-one million seven hundred sixteen thousand four hundred) shares,
representing 93,96% of the total issued shares amounting to 1,875,000,000 (one billion eight hundred
seventy-five million) shares issued by the Company as of April 10, 2025, and having valid voting rights.
b. Extraordinary General Meeting of Shareholders (“Extraordinary GMS”)
This meeting was attended by Independent Shareholders or Proxies of Independent Shareholders
representing 139,871,000 (one hundred thirty-nine million eight hundred seventy-one thousand) shares,
representing 55,19% of the total Independent Shares amounting to 253,455,600 (two hundred fifty-three
million four hundred fifty-five thousand six hundred) shares issued by the Company as of April 10, 2025,
and having valid voting rights.
IV. Submission of Questions and/or Opinions related to the Meeting Agenda
During the discussion of each Agenda of the Meeting, the Company has provided an opportunity for the
Shareholders or their Proxies to be able to ask questions and/or opinions related to the discussion of each
agenda of the Meeting.
Until the end of the Meeting there were no questions and/or responses from the Shareholders or their Proxies.
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V. Voting Mechanism
Resolution on each Meeting agenda was adopted by deliberation to reach a consensus. If deliberation to reach
consensus is not reached, then the resolution in the Meeting is conducted private by electronic voting (e-Voting);
- e-Voting can be done through the eASY.KSEI system or a system which owned by the appointed Securities
Administration Bureau, where the e-Voting guideline and/or video guidance has been uploaded by the Company
to the Company's website since the date of the Meeting’s Invitation;
- Each holder of 1 (one) share is entitled to cast 1 (one) vote;
- Shareholders or their Proxies who do not cast a vote or choose to abstain are considered casting the same vote
as the majority of voting result;
- Implementation of e-Voting is carried out after the presentation of all agenda items of the Meeting;
- For the Annual GMS, resolutions of Agenda Items 1 through 4 of the Meeting will be adopted if approved by
more than 1/2 (one-half) of the total shares with valid voting rights present at the Meeting;
- For the Extraordinary GMS, resolutions on the Meeting Agenda will be adopted if approved by more than 1/2
(one-half) of the total shares with valid voting rights held by Independent Shareholders.
VI. Appointed Independent Parties and/or Capital Market Supporting Professionals
1) Ms. Dr. Sugih Haryati, S.H., M.Kn. as a Public Notary;
2) Ms. Sarah Phebryanti as a representative PT Adimitra Jasa Korpora as the Securities Administration Bureau of the
Company;
3) Mr. Tjun Tjun as Public Accountant from the Accounting Public Firm Amir Abadi Jusuf, Aryanto, Mawar & Rekan.
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VII. Meeting’s Agenda and Voting Results
a. Annual GMS
First Agenda : Approval of the Annual Report of the Company including the Board of Commissioners’ Supervisory
Statement of the Company for the Financial Year Ended on 31 December 2024.
Agree Not Approve Abstain
1,757,613,500 shares (99.767108%) 0 shares (0.00%) 4,102,900 shares (0.232892%)
Total Agree Votes : 1,761,716,400 shares (100%)
Resolutions : (a) Approve the Annual Report of the Company for the financial year ended 31 December 2024 including
the Supervisory Duties Report of the Board of Commissioners, as well as ratifie the Financial
Statements of the Company for the financial year ended 31 December 2024 which had been audited
by the Public Accounting Firm of "Amir Abadi Jusuf, Aryanto, Mawar & Rekan” as stated in its report
dated 10 March 2025, with opinion that “the financial statements present fairly in all material
respects”; and
(b) Granting release and discharge (“volledig acquit et decharge”) to the members of Board of
Commisioners and Board of Directors of the Company for the management and supervision performed
in the financial year 2024, provided that the management and supervision actions were reflected in
the said Annual Report and Financial Statements of the Company for the financial year 2024 and they
are not criminal acts or violation of the prevailing regulations.
Total questions/ opinions : None
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Second Agenda : Allocation of the Company’s net profit for the Financial Year Ended on 31 December 2024.
Agree Not Approve Abstain
1,757,613,500 shares (99.767108%) 0 shares (0.00%) 4,102,900 shares (0.232892%)
Total Agree Votes : 1,761,716,400 shares (100%)
Resolutions : Approved and determined the allocation of funds in the amount of IDR 50,000,000 (fifty million Rupiah) to be
set aside as a reserve fund, and approved the distribution of a Final Dividend of IDR 8 (eight Rupiah) per
share, which shall be paid no later than 30 days after the summary of the minutes of the Meeting is
announced, resulting in a total dividend of IDR 11 (eleven Rupiah) per share for the 2024 financial year.
Total questions/ : None
opinions
Third Agenda : Appointment of Public Accounting Firm and/or Public Accountant to Perform Audit on the Company for the
Financial Year Ended on 31 December 2025 including any other audited Financial Statements as required by
the Company.
Agree Not Approve Abstain
1,757,613,500 shares (99.767108%) 0 shares (0.00%) 4,102,900 shares (0.232892%)
Total Agree Votes : 1,761,716,400 shares (100%)
Resolutions : (a) Granting power and authority to the Board of Commissioners of the Company to appoint Public Accounting
Firm and/or Public Accountant, based on Audit Committee recommendation, to audit Company’s Financial
Statements for the period in the 2025 Fiscal Year, as well as the appointment of the substitute Public
Accounting Firm and/or Public Accountant in case, due to whatever reasons, the Public Accounting Firm
and/or Public Accountant fails in accomplishing the audit of the Consolidated Financial Statements of the
Company.
(b) Conferring power to the Board of Commissioners (with substation rights to the Board of Directors via Board
of Commissioners resolution) to determine the amount of professional fees, signing any documents and
other requirements for the execution of Public Accounting Firm and/or Public Accountant appointment.
Total questions/ : None
opinions
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Fourth Agenda : Determination of Remuneration for the Board of Commissioners and Board of Directors of the Company
for the Year of 2025.
Agree Not Approve Abstain
1,757,613,500 shares (99.767108%) 0 shares (0.00%) 4,102,900 shares (0.232892%)
Total Agree Votes : 1,761,716,400 shares (100%)
Resolutions : (a) Granting power and authority to the Company's Board of Commissioners to determine the amount of
honorarium/salary, allowances, bonuses, incentives and/or other remuneration for members of the
Board of Directors in accordance with the structure and amount of remuneration based on the
Company's remuneration policy for the financial year ending December 31, 2025.
(b) Granted power and authority to the Meeting to determine the amount of honorarium/salary,
allowances, and other remuneration for members of the Board of Commissioners in accordance with the
structure and amount of remuneration based on the Company's remuneration policy in the amount of
IDR 975.445.650,- (nine hundred seventy-five million four hundred forty-five thousand six hundred fifty
Rupiah) for the financial year ending December 31, 2025.
Total questions/ : None
opinions
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b. Extraordinary GMS
Agenda : Approval of the Plan for Capital Increase Without Pre-Emptive Rights (“PMTHMETD”).
Agree Not Approve Abstain
135,070,300 shares (52.54680%) 4,800,700 shares (1.86763%) 0 shares (0.00%)
Total Agree Votes : 135,070,300 shares (52,54680%)
Resolutions : Approved the Company's plan to conduct a Capital Increase Without Pre-Emptive Rights
("PMTHMETD"), and simultaneously granting authority and power to the Company’s Board of
Directors to carry out negotiations and/or take any actions deemed appropriate in connection
with the aforementioned plan, including but not limited to determining the share issuance
price in the PMTHMETD, with due observance of the prevailing laws and regulations, including
those in the Capital Market sector.
Total questions/ opinions : None
Thus, this Minutes of Meeting was prepared in accordance with the provisions of Article 49 paragraph (1) and Article 51 paragraph (1)
and paragraph (2) of 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 Companies.
Jakarta, 18 June 2025
Board of Directors of the Company
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THANK YOU
Names mentioned 13 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Indonesia Stock Exchange
p.2
unresolved
org
Financial Services Authority
p.2 ×2
unresolved
person
Dr. Sugih Haryati
· Notaris
p.2 ×4
unresolved
person
Sarah Phebryanti
p.5
unresolved
org
PT Adimitra Jasa Korpora
p.5
unresolved
person
Tjun Tjun
p.5
unresolved
org
Mawar & Rekan
p.5 ×2
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