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20250616_INET_Ringkasan Risalah//Risalah RUPS_31895451_lamp3.pdf
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MINUTES OF THE ANNUAL 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 the Annual General Meeting of Shareholders (hereinafter referred
to as the "Meeting"), namely:
On :
Day/Date : Thursday, June 12, 2025,
Time : 13.16 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. The approval of the Company's Annual Report includes the
Company's Activity Report, the Board of Commissioners
Supervisory Task Report and the Ratification of the Company's
Financial Statements for the financial year ended December 31,
2024.
2. Approval of the use of the Company's Profit for the Financial Year
ending on December 31, 2024.
3. Appointment of a Public Accounting Firm to audit the Company's
Financial Statements for the financial year 2025.
4. Determination of salaries or honorariums and other allowances
for the Company's Board of Directors and Board of
Commissioners for the Financial Year 2025.
5. Report on the Realization of the Use of Funds from the Public
Offering and Conversion of Series I Warrants.
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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) Directors : • 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 5,611,938,725 (five billion six hundred and eleven million nine hundred thirty-eight thousand seven hundred twenty-five five) shares or 70.61% 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: At each agenda of the Meeting, shareholders are given the opportunity to ask questions. There were no questions asked by the shareholders.
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H. Agenda I : no questions.
Agenda II : no questions.
Agenda III: no questions.
Agenda IV : no questions.
Agenda V : no questions.
H. Voting Results and Meeting Results:
First Agenda:
The approval of the Company's Annual Report includes the Company's
Activity Report, the Supervisory Report of the Board of Commissioners
and the Ratification of the Company's Financial Statements for the
financial year ended December 31, 2024.
Vote count results:
Attend & Agree Abstain Disagree
5,611,938,725 votes or 0 votes or 0.00% 0 votes or
100% of all voting of all voting shares 0.00% of all voting
shares present at the present at the Meeting. shares present at 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
5,611,938,725 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:
Agree:
1. To receive and approve the Company's Annual Report for the
financial year ended December 31, 2024 including the Report of
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the Board of Directors and the Report on the Supervisory Duties
of the Board of Commissioners of the Company for the financial
year 2024.
2. Approved and ratified the Company's Financial Statements for
the Financial Year 2024, which have been audited by the Public
Accounting Firm of Dra. Suhartati & Rekan, as stated in Audit
Report Number 00114/2/0961/AU.1/05/1023-2/1/IV/2024
dated April 8, 2024, with an Unqualified Opinion.
3. Providing full repayment and discharge (acquit et decharge) to
all members of the Company's Board of Directors and Board of
Commissioners for management and supervision actions that
have been carried out during the Financial Year 2024, as long as
such actions have been reflected in the Company's Annual
Report and Financial Statements, do not constitute a criminal
offense, and do not conflict with the provisions of the applicable
laws and regulations.
Second Agenda
Approval of the use of the Company's Profit for the Financial Year
ending on December 31, 2024.
Vote count results:
Attend & Agree Abstain Disagree
5,611,938,725 votes or 0 votes or 0.00% 0 votes or
100% of all voting of all voting shares 0.00% of all voting
shares present at the present at the Meeting. shares present at 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
5,611,938,725 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:
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A. Approved the Company's Policy to distribute Dividends to
Shareholders for the financial year 2024 Worth IDR
664,179,460,- (Six hundred and sixty-four million one hundred
and seventy-nine thousand four hundred and sixty rupiah)
B. Stipulating the Company's reserve fund of Rp. 300,000,000
(three hundred million Rupiah), in order to meet the
requirements of article 70 paragraph (1) of the Constitution. The
Company is committed to making annual reserves based on
operational performance, so that it can meet the provisions
contained in article 70 of the UUPT;
C. Stipulating the remaining net profit for the current year obtained
by the company during the 2024 financial year of Rp.
364,179,493,- (Three hundred and sixty-four million one
hundred and seventy nine thousand four hundred ninety three
rupiah) recorded as retained earnings by the company.
D. To give power and authority to the Company's Board of Directors
to determine the schedule and procedures for the distribution of
cash dividends, including but not limited to setting dividend
dates, ex dividends, recording dates, and dividend payment
dates, as well as to take all necessary actions in the context of
implementing this decision, in accordance with the provisions of
applicable laws and regulations.
Third Agenda :
Appointment of a Public Accounting Firm for Financial Statements
The Company for the financial year 2025.
Vote count results:
Attend & Agree Abstain Disagree
5,611,938,725 votes or 0 votes or 0.00% 0 votes or
100% of all voting of all voting shares 0.00% of all voting
shares present at the present at the Meeting. shares present at 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.
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Thus, the total number of votes that approved this proposal was
5,661,938,725 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:
A. Approved the delegation of authority to the Company's Board of
Commissioners to appoint a Public Accounting Firm registered
with the Financial Services Authority (OJK) to audit the
Company's Financial Statements for the financial year 2025;
B. Authorize the Board of Commissioners of the Company to
determine the criteria for the election of the Public Accounting
Firm, in accordance with the provisions of the applicable laws
and regulations; and
C. Authorize the Board of Directors of the Company to determine
the amount of honorarium and other requirements required in
the context of the implementation of audit services by the
appointed Public Accounting Firm.
Fourth Agenda :
Determination of salaries or honorariums and other allowances for the
Company's Board of Directors and Board of Commissioners for the
Financial Year 2025.
Vote count results:
Attend & Agree Abstain Disagree
5,611,938,725 votes or 0 votes or 0.00% 0 votes or
100% of all voting of all voting shares 0.00% of all voting
shares present at the present at the Meeting. shares present at 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
5,611,938,725 votes, or 100% of the number of shares present at the
Meeting.
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The meeting hereby decided to approve the proposals in the Fourth Agenda, namely: Approved the delegation of authority to the Board of Commissioners of the Company in determining the amount of salary, honorarium, and other benefits for each member of the Company's Board of Directors for the financial year 2025. Furthermore, referring to the provisions of Article 113 of the Constitution and Article 14 paragraph (6) of the Company's Articles of Association, the honorarium and allowances for the Board of Commissioners are also determined by the General Meeting of Shareholders. In this regard, and taking into account the recommendations of the Nomination and Remuneration Committee, then: Approve the granting of authority to the Board of Commissioners in determining salaries, honorariums, and other benefits for members of the Board of Commissioners for the 2025 financial year. Fifth Agenda : (Report only) Report on the Realization of the Use of Funds from the Initial Public Offering, as follows: On January 15, 2025, the Company submitted a report on the realization of the use of funds from the 2023 initial public offering as of December 31, 2024 to the OJK and IDX. The proceeds of the Company's Initial Public Offering of Shares amounted to Rp. 151,500,000,000 (one hundred and fifty-one billion five hundred million rupiah), after deducting the costs of the Initial Public Offering of Rp. 2,990,493,176,- (two billion nine hundred and ninety million four hundred ninety three thousand one hundred and seventy-six rupiah). The net funds received were Rp. 148,509,506,824,- (One hundred and forty-eight billion five hundred nine million five hundred six thousand eight hundred and twenty-four rupiah).
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The realization of the use of funds from the Initial Public Offering (IPO)
until December 31, 2024 can be detailed as follows:
1. The total realization of the cost of the Initial Public Offering
amounted to Rp. 2,990,493,176 (two billion nine hundred and
ninety million four hundred ninety three thousand one hundred
and seventy-six rupiah).
2. Total net funds received from the IPO amounted to Rp,
148,509,506,824 (One hundred and forty-eight billion five
hundred nine million five hundred six thousand eight hundred
and twenty-four rupiah);
3. Plans and Realization of Working Capital and Capital
Expenditure:
1. The Company's total working capital and capital
expenditure plan is Rp. 28,509,506,824 (twenty-
eight billion five hundred nine million five hundred
six thousand eight hundred and twenty-four rupiah)
and the total capital expenditure plan of the
Subsidiary Company of Rp. 120,000,000,000 (One
hundred and twenty billion rupiah)
2. The Company's total realization of working capital
and capital expenditure amounted to Rp.
24,253,700,489 (Twenty-four Billion two hundred
and fifty-three seven hundred four hundred and
eighty-nine rupiah) and the Total realization of
working capital and capital expenditure of the
Subsidiary Company amounted to Rp.
120,000,000,000,- (One hundred and twenty billion
rupiah)
4. The total remaining funds from the IPO amounted to Rp.
4,255,806,335 (Four Billion two hundred and fifty-five eight
hundred six three hundred three hundred three rupiah).
Furthermore, the Report on the Realization of the Use of Funds from
the Conversion of Series I Warrants, is as follows:
We can convey that until December 2024, the results of the
conversion of series I warrants and the realization of the use of
funds are as follows
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1. The total issued Series 1 Warrants are 2,100,000,000 (Two
Billion One Hundred Million) Series 1 Warrants with a
nominal value of Rp. 91,- (Ninety One Rupiah);
2. The total number of Series 1 Warrants that have been
converted is 67,714 pieces (sixty-seven seven hundred
and fourteen) pieces with a value of IDR 6,161,974 (six
million one hundred and sixty-one thousand nine
hundred and seventy-four rupiah).
3. Working Capital Plan and Implementation:
1. The total working capital plan is IDR 6,161,974 (six
million one hundred and sixty-one thousand nine
hundred and seventy-four rupiah).
2. The total realization of working capital is IDR
6,161,974 (six million one hundred and sixty-one
thousand nine hundred and seventy-four rupiah).
3. The remaining funds from the conversion of
securities for working capital have been realized.
4. The total unconverted Series 1 Warrants are
2,099,932,286 (two billion ninety-nine million nine
hundred thirty-two thousand two hundred eight six)
pieces.
No decision was made, because this agenda is a report in accordance
with applicable regulations.
I. Closing: The meeting was closed at 14.16 WIB by the Chairman of the
Meeting.
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, 16 June 2025
Board of Directors of the Company
Names mentioned 8 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1 ×3
unresolved
person
Cahyana Ahmadjayadi
· Commissioner
p.2
unresolved
person
Bayu Satrio
· Director
p.2
unresolved
person
Willy Unsulangi
· Director
p.2
unresolved
org
Dra. Suhartati & Rekan
p.4
unresolved
person
Dra. Suhartati
p.4
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