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20250618_FLMC_Ringkasan Risalah//Risalah RUPS_31896278_lamp2.pdf
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Bandung, June 16" 2025 Number : 2/MY/NOT/VI/2025 Subject : Resume of Annual General Meeting of Shareholders PT FALMACO NONWOVEN INDUSTRI, Tbk. To. PT FALMACO NONWOVEN INDUSTRI. Tbk. Jalan Raya Padalarang Number 289 West Bandung Regency Sirs/Madams, The following is the Resume of the Annual General Meeting of Shareholders 2024 (hereinafter referred to as Meeting) of PT FALMACO NONWOVEN INDUSTRI, Tbk., having its domicile in West Bandung Regency (hereinafter referred to as Company), ANNUAL GENERAL MEETING Of SHAREHOLDERS 2023 a. Heldon: Day/Date — : Monday/ June 16" 2025 Time 110.16 WIB to 11.05 WIB Place : Sari Ater Kamboti Hotel Bandung - The Meeting was held based on Regulation of the Financial Services Authority Number 15/POJK.04/2020 regarding Plan and Organization of the General Meeting of' Shareholders of Public Company (“POJK Number 15/2020”). b. Meeting Agenda 1. Approval and verification of the Board of Directors Report regarding the Company's course of business and the Company's financial administration for the accounting year that ends on December 31", 2024 as well as the approval and verification of the Financial Statement, including the Company's Balance Sheet and Profit/Loss Statement for the accounting year that ends on December 31"', 2024, audited by the Independent Public Accountant, and approval of the Annual Report, the Board of Commissioners supervisory duty report for the accounting year that ends on
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Cc. December 31", 2024, and to fully release and discharge (acguit et decharge) all members of the Board of Commissioners and Board of Directors from all supervisory and managerial actions that have been performed during the accounting year that ends on December 31", 2024. 2. Stipulation of the use of the Company's net profit for the accounting year that ends on December 31", 2024. 3. Stipulation of the salary and benefits of the Board of Directors which will be implemented with due regard to the input or recommendation of the Company's Remuneration and Nomination Committee. 4. Appointment of a public accountant who will provide audit services for the Financial Statement for the accounting year that ends on December 3 1 2025. 5. To approve and certify Report on the Realization of the use of proceeds from the Initial Public Offering Company until the date for organization of the Annual General Meeting of Shareholders for the accounting year 2024. 6. To approve and certify change membership compositon the company's Board of Directors of persecon tocalculated from the closing of the Meeting Annual General Meeting of Shareholders. 7. To approve and certify change membership compositon the company's Board of Commissioners of persecon tocalculated from the closing of the Meeting Annual General Meeting of Shareholders. Attendance 1. Board of Directors and Board of Commissioners - Board of Directors: - President Director : Mr DANIEL MULJADI HANAFI - Director : Mrs ROSALINA INDRA WIRAWATI - Operational Director : Mr ANDRE RAJASA - Board of Commissioners: - President Commissioner — : Mrs THERESIA INDRA WIRAWAN - Commissioner : Mrs MICHELLE EVANGELINE HANAFI
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2. Shareholders: The Total valid votes to attend with voting rights: - 625.533.200 (six hundred twenty five million five hundred thirty three thousand two hundred) shares or representing 80.07Y6 (eighty point zero seven percent) of the total of 781,250,000 (seven hundred eighty-one million two hundred and fifty thousand) shares. - Conditions regarding the guorum of attendance as regulated in Article 23 Paragraph 1 letter a of Company's Articles of Association and Article 86 Paragraph 1 Law Number 40 of 2007 regarding Limited Liability Company as partially amended by Law Number & of 2023 regarding Stipulation of Government Regulation in lieu of Law Number 2 of 2022 regarding Job Creation into Law which reguires that the attendance of representing shareholders to be more than 1/2 (half) of the total issued shares shall be fulfilled. d. Procedure Fulfillment In accordance with the provision of Article 21 of the Company's Articles of Association, provision of Article 81, Article 82, and Article 83 of Law Number 40 of 2007 regarding Limited Liability Company as partially amended by Law Number 6 of 2023 regarding Stipulation of Government Regulation in lieu of Law Number 2 of 2022 regarding Job Creation into Law and POJK Number 15/2020, the Board of Directors have performed the following: 1. Submitted a notification regarding the plan for the organization of the Meeting to the Financial Services Authority (“OJK”) through letter Number 011-RUPST/FLMC- TBK/IV/2025, dated of April 30", 2025. 2. Announced the Notification regarding the Meeting plan on May 8", 2025, through cASY KSEI website, Indonesian Exchange and OJK websites, as well as the Company's website. 3. Announced the Call for Annual General Meeting of Shareholders on May 23", 2025 through cASY KSEI website, Indonesian Exchange and OJK websites, as well as the Company's website.
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Meeting Agenda Decision-Making Mechanism In accordance with the Meeting Rules and Regulations that have been read: - For every discussion of the Meeting Agenda, the Shareholders were offered an opportunity to ask guestions and submit ideas or opinions before the vote. - Afterward, it was followed by a vote by: - Shareholders or proxy off Shareholders who voted disagree or abstain from the vote were reguested to show of hands, and - calculation of the submitted votes, through the electronic system and the voting results were announced by the Notary. Meeting Discussion 1. First Meeting Agenda - The Meeting offered an opportunity for the attending Shareholders or Proxy of' Shareholders to ask guestions regarding the First Meeting Agenda. - During the guestions and answers session, none of the attending Shareholders or Proxy of Shareholders asked any guestions. - Meeting Decision-Making: - The following number is obtained from the calculation results: - The total valid votes are 625.533.200 (six hundred twenty five million five hundred thirty three thousand two hundred) votes, - 0 (zero) negative votes, - 0 (zero) abstain votes, (Based on the provisions of Article 23 Paragraph 11 of the Company 's Articles of Association, the abstain votes are deemed to cast the same vote as the majority of the voting shareholders in the Meeting), - therefore, the total affirmative votes are 625.533.200 (six hundred twenty five million five hundred thirty three thousand two hundred) votes or representing 100Y4 (one hundred percent) of the total valid votes in the Meeting. Henceforth, the reguirements of votes as Sripulated in Article 23 Paragraph 1 letter c of the Company's Articles of Association have been fulfilled. 2. Second Meeting Agenda - The Meeting offered an opportunity for the attending Shareholders or Proxyof
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Shareholders to ask guestions regarding the Second Meeting Agenda. - During the guestions and answers session, none of the attending Shareholders or Proxy of Shareholders asked any guestions. - Meeting Decision-Making: - The following number is obtained from the calculation results: - The total valid votes are 625.533.200 (six hundred twenty five million five hundred thirty three thousand two hundred) votes, - 0 (zero) negative votes, - 0 (zero) abstain votes, (Based on the provisions of Article 23 Paragraph 11 of the Company 's Articles of Association, the abstain votes are deemed to cast the same vote as the majority of the voting shareholders in the Meeting, - therefore, the total affirmative votes are 625.533.200 (six hundred twenty five million five hundred thirty three thousand two hundred) votes or representing 10095 (one hundred percent) of the total valid votes in the Meeting. Henceforth, the reguirements of votes as Sripulated in Article 23 Paragraph 1 letter c of the Company's Articles of Association have been fulfilled. 3. Third Meeting Agenda - The Meeting offered an opportunity for the attending Shareholders or Proxy of Shareholders to ask guestions regarding the Third Meeting Agenda. - During the guestions and answers session, none of the attending Shareholders or Proxy of Shareholders asked any guestions. - Meeting Decision-Making: - The following number is obtained from the calculation results: - The total valid votes are 625.533.200 (six hundred twenty five million five hundred thirty three thousand two hundred) votes, - 0 (zero) negative votes, - 0 (zero) abstain votes, (Based on the provisions of Article 23 Paragraph 11 of the Company 's Articles of Association, the abstain votes are deemed to cast the same vote as the majority of the voting shareholders in the Meeting, - therefore, the total affirmative votes are 625.533.200 (six hundred twenty five million five hundred thirty three thousand two hundred) votes or representing 1006
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(one hundred percent) of the total valid votes in the Meeting. Henceforth, the reguirements of votes as Stipulated in Article 23 Paragraph 1 letter c of the Company's Articles of Association have been fulfilled. 4. Fourth Meeting Agenda The Meeting offered an opportunity for the attending Shareholders or Proxy of Shareholders to ask guestions regarding the Fourth Meeting Agenda. During the guestions and answers session, none of the attending Shareholders or Proxy of Shareholders asked any guestions. Meeting Decision-Making: - The following number is obtained from the calculation results: - The total valid votes are 625.533.200 (six hundred twenty five million five hundred thirty three thousand two hundred) votes, - 0 (zero) negative votes, - 0 (zero) abstain votes, (Based on the provisions of Article 23 Paragraph 11 of the Company 's Articles of Association, the abstain votes are deemed to cast the same vote as Ihe majority of the voting shareholders in the Meeting), therefore, the total affirmative votes are 625.533.200 (six hundred twenty five million five hundred thirty three thousand two hundred) votes or representing 100Yo (one hundred percent) of the total valid votes in the Meeting. Henceforth, the reguirements of votes as Stipulated in Article 23 Paragraph 1 letter c of the Company's Articles of Association have been fulfilled. S5. Fifth Meeting Agenda The Meeting offered an opportunity for the attending Shareholders or Proxy of Shareholders to ask guestions regarding the Fifth Meeting Agenda. During the guestions and answers session, none of the attending Shareholders or Proxy of Shareholders asked any guestions. Meeting Decision-Making: - The following number is obtained from the calculation results: - The total valid votes are 625.533.200 (six hundred twenty five million five hundred thirty three thousand two hundred) votes,
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- 0 (zero) negative votes, - 0 (zero) abstain votes, (Based on the provisions of Article 23 Paragraph 11 of the Company 's Articles of Association, the abstain votes are deemed to cast the same vote as the majority of the voting shareholders in the Meeting), - therefore, the total affirmative votes are 625.533.200 (six hundred twenty five million five hundred thirty three thousand two hundred) votes or representing 10076 (one hundred percent) of the total valid votes in the Meeting. Henceforth, the reguirements of votes as Stipulated in Article 23 Paragraph 1 letter c of the Company's Articles of Association have been fulfilled. 6. Sixth and Seventh Meeting Agendas - Explanation of the agendas is carried out simultancously and continuously. - The meeting offered an opportunity for the attending Shareholders or Proxy of Shareholders to ask guestions regarding the Sixth and Seventh Meeting Agenda. - During the guestions and answers session, none of the attending Shareholders or Proxy of Shareholders asked any guestions. - Meeting Decision-Making: - The following number is obtained from the calculation results: - The total valid votes are 625.533.200 (six hundred twenty five million five hundred thirty three thousand two hundred) votes, - 0 (zero) negative votes, - 0 (zero) abstain votes, (Based on the provisions of Article 23 Paragraph II of the Company 's Articles of Association, the abstain votes are deemed to cast the same vote as the majority of the voting shareholders in the Meeting), - therefore, the total affirmative votes are 625.533.200 (six hundred twenty five million five hundred thirty three thousand two hundred) votes or representing 10096 (one hundred percent) of the total valid votes in the Meeting. Henceforth, the reguirements of votes as Stipulated in Article 23 Paragraph 1 letter c of the Company's Articles of Association have been fulfilled. g. Meeting Agenda Decision I. Received and approved the Annual Report including the Board of Commissioners”
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supervisory duty report for the accounting year that ends on December 31"', 2024 and the Board of Directors' accountability to the Shareholders consisting of the Company's Balance Sheet and Profit/Loss Statement for the accounting year that ends on December 31", 2024, and fully released and discharged (acguit et decharge) all members of the Board of Commissioners and Board of Directors from all supervisory and managerial actions that have been performed during the accounting year that ends on December 31", 2024. . Approved the use of the Company's accumulated net profit for the accounting year that ends on December 31", 2024 signed by the Board of Directors consisting of the Company's Comprehensive Profit/Loss Statement which records a comprehensive loss of: - Comprehensive loss of Rp42,495,681,325.00 (forty two billion four hundred ninety five million six hundred eighty one thousand three hundred twenty five Rupiah), with the following details: - The Company's net loss of Rp42,444,666,192.00 (forty two billion four hundred forty four million six hundred sixty six thousand one hundred ninety two Rupiah) as a Reduction in Retained Earnings for the following accountin year. - Other Comprehensive Materials from employee benefits and income tax of Rp51,015,133.00 (fifty one million fifteen thousand one hundred thirty three Rupiah) will not be reclassified to profit or loss in the following period. . Approved the granting of authority to the Board of Commissioners to determine the honorarium, benefits, salary, bonuses and/or other remuneration of the Board of Directors. . Approved the delegation of authority to the Board of Commissioners to designate another public accounting firm that will audit the Financial Statement for the accounting year that ends on December 31", 2025. . Approve the Report on the Realization of the Use of Proceeds from the Initial Public Offering Company. . Approve the change in the members of the Company's Board of Directors. 7. Approve the change in the members of the Company's Board of Commissioners. - With the change in the members of the Company's Board of Directors and Board of Commissioners, this Meeting confirmed the Company's Board of' Directors and Board of Commissioners membership composition as follows:
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- Members of the Company's Board of Directors: - President Director : Mrs. ROSALINA INDRA WIRAWATI - Operational Director : Mr. ANDRE RAJASA - Members of the Company's Board of Commissioner - President Commissioner — : Mrs. THERESIA INDRA WIRAWAN - Commissioner : Mrs. MICHELLE EVANGELINE HANAFI - Independent Commissioner : Mrs. SARI RAHMAWATI the term of office of all members of the Company's Board of Directors and Board of Commissioners of persecon tocalculated from the closing of the Meeting until the closing of the Company's Annual General Meeting of Shareholders for the financial year ending on December 31th, 2029, which will be held in 2030, without reducing the right of the General Meeting of Shareholders to dismiss members of the Company's Board of Directors and Board of Commissioners anytime. - Grant authority and power with substitution rights to the company's Board of Directors to carry out all actions in connection with stating part or all of the Meeting's decisions in a separate notarial deed, and then, if necessary, notify the competent authority, and to submit and sign all applications and/or other documents reguired, without exception in accordance with applicable regulations and laws. The Meeting Minutes hereinabove are set forth in a deed dated June 16" 2025, Number 5, made by me, Notary. Copy of the deed is currently under the completion process at our office. This resume is hereby submitted prior to the copy of the deed as referred to hereinabove that will be sent immediately by me, Notary, to the Company after its completion. Yours Sincerely,
Names mentioned 9 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1 ×2
unresolved
person
MICHELLE EVANGELINE HANAFI
· Commissioner
p.2 ×3
unresolved
org
FLMC- TBK
p.3
unresolved
person
SARI RAHMAWATI
· Commissioner
p.9
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