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20250616_INET_Ringkasan Risalah//Risalah RUPS_31895451_lamp1.pdf
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MINUTES OF THE EXTRAORDINARY GENERAL
MEETING OF SHAREHOLDERS OF PT SINERGI INTI
ANDALAN PRIMA Tbk (the "Company")
In order to comply with the provisions of Article 49 paragraph (1) and
Article 51 of the Financial Services Authority Regulation Number
15/POJK.04/2020 concerning the Plan and Implementation of the
General Meeting of Shareholders of Public Companies (hereinafter
referred to as "POJK No. 15/2020"), the Board of Directors of PT
SINERGI INTI ANDALAN PRIMA Tbk (hereinafter referred to as the
"Company") is hereby inform the shareholders that the Company has
held an Extraordinary General Meeting of Shareholders (hereinafter
referred to as the "Meeting"), namely:
On :
Day/Date : Thursday, June 12, 2025,
Time : 15.11 WIB
Venue : Premier Lounge, Prosperity Tower, 11th Floor,
District 8 SCBD Lot 28, Jl. Jend. Sudirman Kav. 52-
53, South Jakarta.
A. Meeting Agenda:
1. Changes in the composition of the Board of
Commissioners of the Company;
2. The Company's plan to increase capital by granting Pre-
emptive Rights ("PMHMETD") in the amount of a
maximum of 12,800,000,000 (twelve billion eight
hundred million) new shares, taking into account the
applicable laws and regulations and regulations
applicable in the Capital Market, especially the Financial
Services Authority Regulations. Number
32/POJK.04/2015 concerning the Increase in the
Capital of Public Companies by Granting Pre-emptive
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Rights as amended by the Financial Services Authority
Regulation Number 14/POJK.04/2019 concerning
Amendments to the Financial Services Authority
Regulation Number 32/POJK.04/2015 concerning the
Increase in the Capital of Public Companies by Granting
Pre-emptive Rights, including approving amendments to
the provisions of the Company's Articles of Association
in connection with the Company's capital structure in
the context of the Company's capital structure
PMHMETD;
3. Agrees to grant authority and power to the Company's
Board of Directors, to take all necessary actions in
connection with the aforesaid decisions, including but
not limited to:
a. In the context of or in connection with the PMHMETD,
determine the certainty of the number of shares issued,
determine the certainty of the Company's issued and paid-
up capital, and amend the Company's Articles of
Association in connection with the change in the issued
and paid-up capital (including confirming the composition
of the Company's shareholders), further declare/remit it in
deeds made before the Notary, then submit an application
to the authorized party/official, to obtain approval and/or
submit notice of the decision of this Meeting and/or the
amendment of the Company's Articles of Association in the
decision of this Meeting, and to take all and every
necessary action, in accordance with the applicable laws
and regulations;
b. Determine the certainty of the PMHMETD schedule;
c. Sign the documents required in the framework of
PMHMETD including documents related to the registration
statement to be submitted to the OJK;
d. Negotiating and signing other documents related to
standby purchasers (as long as relevant) with terms and
conditions deemed favorable to the Company by the
Company's Board of Directors;
e. Depositing the Company's shares in the collective custody
of KSEI in accordance with the regulations of the
Indonesian Central Securities Depository;
f. To list all shares of the Company that have been issued
and fully paid up on the Indonesia Stock Exchange; and
Page 3
g.To take all necessary and/or required actions in
connection with PMHMETD, including those required under
the laws and regulations applicable to the Company.
B. Members of the Board of Directors and Board of Commissioners who
attended the Meeting:
Board of Commissioners:
Independent Commissioner: Cahyana Ahmadjayadi (chairing the
Meeting as the only active Commissioner)
Management:
• President Director: Muhammad Arif
• Director: Bayu Satrio
• Director: Willy Unsulangi
C. Attendance of Shareholders: The meeting is attended by
shareholders or proxies of shareholders representing in total
5,681,534,300 (five billion six hundred and eighty-one million five
hundred thirty-four thousand three hundred) shares or 71.491% of
the total 7,947,092,641 (seven billion nine hundred forty-seven
million ninety-two thousand six hundred and forty-one) shares with
legal voting rights that have been issued by the Company.
D. Quorum and Legality of the Meeting:
The number of attendance has met the provisions of the quorum of
attendance and decision-making as stipulated in the Company's
Articles of Association and POJK No. 15/POJK.04/2020.
E. In the Meeting, the shareholders and/or their proxies are given the
opportunity to ask questions and/or give opinions regarding the agenda
of the Meeting
F. Decision-Making Mechanism in Meetings:
Decision-making is carried out by consensus deliberation. If it is not
achieved, a vote will be held. The entire voting process is facilitated
through the eASY.KSEI system and physical voting.
G. Procedure for asking questions or opinions:
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At each agenda of the Meeting, shareholders are given the opportunity
to ask questions. There were no questions asked by the shareholders.
H. Agenda I : no questions.
Agenda II: there is a question.
Agenda III: no questions.
I. Voting Results and Meeting Results:
First Agenda:
Approval of changes in the composition of the Board of Commissioners.
Vote count results:
Attend & Agree Abstain Disagree
5,681,534,300 votes or 0 votes or 0.00% 0 votes or
100% of all shares with of all voting shares 0.00% of all voting
voting rights present at present at the Meeting. shares present at the
the Meeting. Meeting.
In accordance with the provisions of Article 30 of POJK No.
32/POJK.04/2014, abstention votes are considered to give the same
vote as the majority of votes cast in the Meeting.
Thus, the total number of votes that approved this proposal was
5,681,534,300 votes, or 100% of the number of shares present at the
Meeting.
The meeting hereby decided to approve the proposals in the First
Agenda, namely:
Approve the appointment :
• Saripudin as President Commissioner of the Company;
• Tongam Lumban Tobing as Commissioner of the Company;
Thus, the composition of the Board of Commissioners and the Board of
Directors becomes:
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Board of Commissioners:
• President Commissioner : Saripudin
• Commissioner : Tongam Lumban Tobing
• Independent Commissioner : Cahyana Ahmadjayadi
Directors:
• President Director : Muhammad Arif
• Director : Willy Unsulangi
• Director : Bayu Satrio
Second Agenda
Approval of the Company's plan to increase capital by
granting Pre-emptive Rights ("PMHMETD") in the amount
of a maximum of 12,800,000,000 (twelve billion eight
hundred million) new shares, taking into account the
applicable laws and regulations and regulations applicable
in the Capital Market, especially the Financial Services
Authority Regulations. Number 32/POJK.04/2015
concerning the Increase in the Capital of Public Companies
by Granting Pre-emptive Rights as amended by the
Financial Services Authority Regulation Number
14/POJK.04/2019 concerning Amendments to the
Financial Services Authority Regulation Number
32/POJK.04/2015 concerning the Increase in the Capital
of Public Companies by Granting Pre-emptive Rights,
including approving amendments to the provisions of the
Company's Articles of Association in connection with the
Company's capital structure in the context of the
Company's capital structure PMHMETD.
Vote count results:
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Attend & Agree Abstain Disagree
5,681,534,300 votes or 0 votes or 0.00% 0 votes or
100% of all shares with of all voting shares 0.00% of all voting
voting rights present at present at the Meeting. shares present at the
the Meeting. Meeting.
In accordance with the provisions of Article 30 of POJK No.
32/POJK.04/2014, abstention votes are considered to give the same
vote as the majority of votes cast in the Meeting.
Thus, the total number of votes that approved this proposal was
5,681,534,300 votes, or 100% of the number of shares present at the
Meeting.
The meeting hereby decided to approve the proposals in the Second
Agenda, namely:
Approved the Company's Plan to increase capital by granting First
Reserve Securities ("PMHMETD") in the amount of a maximum of
12,800,000,000 (twelve billion eight hundred million) new shares,
taking into account the applicable laws and regulations and regulations
applicable in the Capital Market, especially the Financial Services
Authority Regulations. Number 32/POJK.04/2015 concerning the
Increase in the Capital of Public Companies by Granting Pre-emptive
Rights as amended by the Financial Services Authority Regulation
Number 14/POJK.04/2019 concerning Amendments to the Financial
Services Authority Regulation Number 32/POJK.04/2015 concerning
the Increase in the Capital of Public Companies by Granting Pre-
emptive Rights, including approving amendments to the provisions of
the Company's Articles of Association in connection with the
Company's capital structure in the context of the Company's capital
structure PMHMETD.
Questions and Answers in the Second Agenda of the Meeting
In the question session opened by the Chairman of the Meeting, Mr.
Chikal Balih, who was present on behalf of PT Erdikha Elit, as a
Shareholder of 47,500,000 (forty-seven million five hundred thousand)
shares, asked questions to the Company's Management through a
written sheet submitted to the Chairman of the Meeting.
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Furthermore, the question was read and answered directly by Mr. Bayu
Satrio, as the Director of the Company, with the following explanation:
1. Regarding the second question, regarding the possibility of
cooperation between INET and WIFI, it was conveyed that until
now the Company has not been able to provide certainty
regarding this, considering the lack of sufficient information
regarding the business strategy of the entity in question (WIFI).
Therefore, the cooperation has not been confirmed.
2. Regarding the first question, regarding the potential issuance of
a Right Issue, it is explained that the issuance of a Right Issue
can be carried out in accordance with the provisions stipulated
in the applicable Financial Services Authority Regulation (POJK),
but currently the Company has no plans to exercise the Warrants
that have been issued.
After all questions have been answered and there are no follow-up
questions from other shareholders, the Meeting then proceeds to the
next agenda.
Third Agenda :
Approval to authorize and authorize the Company's Board of Directors,
to take all necessary actions in connection with the above-mentioned
decisions, including but not limited to:
a. In the context of or in connection with the
PMHMETD, determine the certainty of the number of
shares issued, determine the certainty of the Company's
issued and paid-up capital, and amend the Company's
Articles of Association in connection with the change in the
issued and paid-up capital (including confirming the
composition of the Company's shareholders), further
declare/remit it in deeds made before the Notary, then
submit an application to the authorized party/official, to
obtain approval and/or submit notice of the decision of
this Meeting and/or the amendment of the Company's
Articles of Association in the decision of this Meeting, and
to take all and every necessary action, in accordance with
the applicable laws and regulations;
b. Determine the certainty of the PMHMETD schedule;
Page 8
c. Sign the documents required in the framework of
PMHMETD including documents related to the registration
statement to be submitted to the OJK;
d. Negotiating and signing other documents related to
standby purchasers (as long as relevant) with terms and
conditions deemed favorable to the Company by the
Company's Board of Directors;
e. Depositing the Company's shares in the collective
custody of KSEI in accordance with the regulations of the
Indonesian Central Securities Depository;
f. To list all shares of the Company that have been
issued and fully paid up on the Indonesia Stock Exchange;
and
g. Perform all necessary and/or required actions in
connection with PMHMETD, including those required
under the applicable laws and regulations for the Company
Vote count results:
Attend & Agree Abstain Disagree
5,681,534,300 votes or 0 votes or 0.00% 0 votes or
100% of all shares with of all voting shares 0.00% of all voting
voting rights present at present at the Meeting. shares present at the
the Meeting. Meeting.
In accordance with the provisions of Article 30 of POJK No.
32/POJK.04/2014, abstention votes are considered to give the same
vote as the majority of votes cast in the Meeting.
Thus, the total number of votes that approved this proposal was
5,681,534,300 votes, or 100% of the number of shares present at the
Meeting.
The meeting hereby decided to approve the proposals in the Third
Agenda, namely:
Agrees to grant authority and power to the Company's Board of
Directors, to take all necessary actions in connection with the aforesaid
decisions, including but not limited to:
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a. In the context of or in connection with the PMHMETD,
determine the certainty of the number of shares issued,
determine the certainty of the Company's issued and
paid-up capital, and amend the Company's Articles of
Association in connection with the change in the issued
and paid-up capital (including confirming the
composition of the Company's shareholders), further
declare/remit it in deeds made before the Notary, then
submit an application to the authorized party/official,
to obtain approval and/or submit notice of the decision
of this Meeting and/or the amendment of the
Company's Articles of Association in the decision of this
Meeting, and to take all and every necessary action, in
accordance with the applicable laws and regulations;
b. Determine the certainty of the PMHMETD schedule;
c. Sign the documents required in the framework of
PMHMETD including documents related to the
registration statement to be submitted to the OJK;
d. Negotiating and signing other documents related to
standby purchasers (as long as relevant) with terms and
conditions deemed favorable to the Company by the
Company's Board of Directors;
e. Depositing the Company's shares in the collective
custody of KSEI in accordance with the regulations of
the Indonesian Central Securities Depository;
f. To list all shares of the Company that have been issued
and fully paid up on the Indonesia Stock Exchange; and
g. To take all necessary and/or required actions in
connection with PMHMETD, including those required
under the laws and regulations applicable to the
Company.
I. Closing: The meeting was closed at 16.02 WIB by the Meeting
Chairman.
The Announcement of the Summary of the Minutes of this Meeting was
made to comply with the provisions of Article 49 paragraph (1) and
Article 51 of the Financial Services Authority Regulation Number
15/POJK.04/2020 concerning the Plan and Implementation of the
General Meeting of Shareholders of Public Companies.
Jakarta, 13 June 2025
Board of Directors of the Company
Names mentioned 11 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1 ×9
unresolved
org
Indonesia Stock Exchange
p.2 ×3
unresolved
person
Cahyana Ahmadjayadi
· Commissioner
p.3
unresolved
person
Bayu Satrio
· Director
p.3
unresolved
person
Willy Unsulangi
· Director
p.3
unresolved
person
Chikal Balih
p.6
unresolved
org
PT Erdikha Elit
p.6
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