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20250612_AKPI_Ringkasan Risalah//Risalah RUPS_31894593_lamp4.pdf
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ANNOUNCEMENT OF SUMMARY OF MINUTES OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT ARGHA KARYA PRIMA INDUSTRY Tbk
(“the COMPANY”)
In order to fulfill the provisions of 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 : Wednesday, June 11, 2025;
Time : 14.43’ BBWI – 15.14’ BBWI;
Place : Piccadilly Room, 2nd Floor, The Langham, Jakarta
Sudirman Central Business District 8 SCBD, Lot 28,
RT 5/RW 3, Senayan, Kebayoran Baru, DKI Jakarta.
B. Agenda of the Meeting are as follows:
1. Approval and ratification of 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 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 settlement (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 salaries and other allowances for members of the
Company's Board of Commissioners, as well as delegation of
authority to the Company's Board of Commissioners to determine
the division of duties and authority, salaries and other allowances
for members of the Company's Board of Directors.
4. Appointment of Public Accountant who will audit the Company's
financial statements for the financial year ending on December 31,
2025.
5. Changes to the composition of the Company's management.
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C. Members of the Company's Board of Commissioners and Board of
Directors who attended the Meeting are as follows:
BOARD OF COMMISSIONERS:
President Commissioner : Mister ANDRY PRIBADI;
Independent Commissioner : Mister WIDJOJO BUDIARTO.
BOARD OF DIRECTORS:
President Director : Mister WILSON PRIBADI;
Director : Mister JIMMY TJAHJANTO;
Director : Mister JEYSON PRIBADI;
Director : Mister FOLMER ADOLF HUTAPEA;
Director : Mister ELIUS PRIBADI.
D. Based on the attendance list of the shareholders of the Meeting, the
recorded number of shares present or represented in the Meeting is
539,967,345 shares, which constitute 88,194% from the total amount of
shares that have been 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 opportunities for the shareholders and the
proxy of shareholders to raised questions and/or provide opinions prior
to the adoption of resolution for each agenda item of the Meeting.
F. In the Meeting, there were no shareholders or proxy of shareholders who
raised questions and/or provided opinions regarding each agenda item
of the Meeting.
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 Article 47 of POJK 15/2020, shareholders with valid
voting rights and have been present, both physically and
electronically at the Meeting, but have not exercised their voting
rights or abstained, are considered valid to attend the Meeting and
cast the same vote as the majority of the voting shareholders by
adding the said vote to the votes of the majority of the voting
shareholders.
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H. Voting results:
FIRST AGENDA OF THE MEETING:
Disagree : 4,000 votes
Abstain : 0 votes
thus the total number of shareholders who agreed was 539,963,345
votes, which constitute 99.99% of the total number of valid votes cast,
therefore the Meeting with the majority of votes decided to APPROVED
to the proposed resolutions of the first agenda of the Meeting that had
been submitted.
SECOND AGENDA OF THE MEETING:
Disagree : 4,000 votes
Abstain : 0 votes
thus the total number of shareholders who agreed was 539,963,345
votes, which constitute 99.99% of the total number of valid votes cast,
therefore the Meeting with the majority of votes decided to APPROVED
to the proposed resolutions of the second agenda of the Meeting that
had been submitted.
THIRD AGENDA OF THE MEETING:
At the time of adopting the decision for the proposed resolution, there
were no shareholders or proxy of shareholder who raised objections
(disagreement) or abstained, therefore the resolution on the third agenda
item of the Meeting was taken based on a unanimous vote.
FOURTH AGENDA OF THE MEETING:
At the time of adopting the decision for the proposed resolution, there
were no shareholders or proxy of shareholder who raised objections
(disagreement) or abstained, therefore the resolution on the fourth
agenda item of the Meeting was taken based on a unanimous vote.
FIFTH AGENDA OF THE MEETING:
At the time of adopting the decision for the proposed resolution, there
were no shareholders or proxy of shareholder who raised objections
(disagreement) or abstained, therefore the resolution on the fifth agenda
item of the Meeting was taken based on a unanimous vote.
I. Resolutions of the Meeting:
FIRST AGENDA OF THE MEETING:
Approved and ratified the Annual Report for the financial year ended on
December 31, 2024, which consists of:
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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:
Approve the use of the Company's net profit or current year's profit
attributable to owners of the parent entity and non-controlling interests to
be used as follows:
a. Amounting of Rp 1 billion is set aside as a reserve fund to fulfill the
provisions of Article 70 of the Limited Liability Company Law;
b. Amount of Rp 5,020,433,600 or approximately 47.22% of the total
net profit for the 2024 financial year is distributed as cash
dividends. Thus, each share will receive a cash dividend of
Rp 8.20;
c. The remaining is recorded as retained earnings which will be used
to support the Company's activities.
THIRD AGENDA OF THE MEETING:
1. Approve the amount of salary for all members of the Company's
Board of Commissioners for 2025, shall not increase or at most
increase by 10% from the amount applicable in 2024 along with
other allowances according to the Company's policy.
2. Delegate the authority to the Company's Board of Commissioners
to resolve on the allocation of the amount and type of salary and
other allowances according to the Company's policy, for each
member of the Board of Commissioners, with regards to the
resolution number 1 above.
3. Approve the delegation of authority to the Company's Board of
Commissioners to determine the division of duties and authorities
as well as the allocation of the amount and type of salary and other
allowances for each member of the Company's Board of Directors
for 2025.
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FOURTH AGENDA OF THE MEETING:
1. Delegate the authority to appoint a Public Accountant who will audit
the Company's financial statements for the financial year ending on
December 31, 2025, to the Company's Board of Commissioners in
order to obtain an appropriate Public Accountant, with the provision
that the criteria and limitations of the Public Accountant and Public
Accounting Firm that can be appointed refer to the provisions in the
Financial Services Authority Regulation number 9 of 2024
concerning the Use of Public Accountant Services and Public
Accounting Firms in Financial Services Activities in Financial
Activities ("POJK 9/2024"), including approving the granting of
authority to the Board of Commissioners to determine the
honorarium and other reasonable requirements for the Public
Accountant.
2. Approve the granting of authority to the Board of Commissioners to
appoint a replacement Public Accountant in the event that the
Public Accountant who has been appointed according to the
decision of the Meeting, for any reason cannot complete/carry out
the audit of the financial statements for the financial year ending on
December 31, 2025, in order to obtain an appropriate Public
Accountant, with the provision that the criteria and limitations of the
replacement Public Accountant and the replacement Public
Accounting Firm that can be appointed refer to the provisions in
POJK 9/2024, including approving the granting of authority to the
Board of Commissioners to determine the honorarium and other
reasonable requirements for the replacement Public Accountant.
FIFTH AGENDA OF THE MEETING:
1. Approve the resignation of Mister FOLMER ADOLF HUTAPEA as
Director of the Company, where the resignation is effective as of
the closing of this Meeting.
2. Approve the granting of release, settlement and full discharge of
responsibility (acquit et de charge) to Mister FOLMER ADOLF
HUTAPEA, for the management actions that have been carried out
as a member of the Company's Board of Directors, as long as his
actions are reflected in the Company's Annual Report and Annual
Financial Report during his term of office, accompanied by an
expression of gratitude for Mister FOLMER ADOLF HUTAPEA's
services while serving as Director of the Company, which have
been carried out for the progress of the Company.
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3. Approve the change in the composition of the Company's Board of
Directors by appointing Mister DENDI WIRAPUTRA, to replace
Mister FOLMER ADOLF HUTAPEA as Director of the Company.
4. Determine the composition of the members of the Board of
Commissioners and the Board of Directors of the Company as of
the closing of this Meeting until the remaining term of office of the
members of the Board of Commissioners and the Board of
Directors of the Company who are still in office, namely until the
closing of the Annual General Meeting of Shareholders in 2028,
without prejudice to the right of the GMS to dismiss them at any
time, as follows:
BOARD OF COMMISSIONERS:
President Commissioner : Mister ANDRY PRIBADI;
Commissioner : Mister HENRY LIEM;
Commissioner : Mister AMIRSYAH RISJAD;
Commissioner : Missus BRENNA FLORENCE
PRIBADI;
Independent Commissioner : Mister JOHAN PAULUS
YORANOUW;
Independent Commissioner : Mister WIDJOJO BUDIARTO.
BOARD OF DIRECTORS:
President Director : Mister WILSON PRIBADI;
Director : Mister JIMMY TJAHJANTO;
Director : Mister JEYSON PRIBADI;
Director : Mister ELIUS PRIBADI;
Director : Mister DENDI WIRAPUTRA.
5. In connection with the abovementioned, the Meeting grants power
of attorney to the Company's Board of Directors and/or other
appointed parties, either jointly or individually with the right of
substitution, to state the resolution of the fifth agenda item of the
Meeting, in a separate deed before a Notary, including notifying the
authorized agency and registering and taking the necessary
actions in connection with the change in the composition of the
Company's Board of Directors.
J. Schedule and procedures for distribution of cash dividends
for the 2024 financial year:
Cum dividends in the regular & negotiation market : June 19, 2025
Ex dividends in the regular & negotiation market : June 20, 2025
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Cum dividends in the cash market : June 23, 2025
Ex dividends in the cash market : June 24, 2025
Recording date of shareholders : June 23, 2025
entitled to dividends
Date of payment of cash dividends : July 11, 2025
K. Procedures for distribution of cash dividends:
1. Cash dividends will be distributed to Shareholders whose
names are recorded in the Company's Shareholders Register
("DPS") or recording date on June 23, 2025 and/or the
Company's Shareholders in sub-accounts at PT KUSTODIAN
SENTRAL EFEK INDONESIA ("KSEI") at the close of trading
on June 23, 2025.
2. For Shareholders whose names have been recorded at KSEI,
the cash dividend payment will be made by the Company
through KSEI and will then be distributed to Shareholders
through Securities Companies and/or Custodian Banks where
the Shareholders open their accounts.
3. For Shareholders whose shares are not included in KSEI's
collective custody, the cash dividend payment will be
transferred directly by the Company to the bank account in
the name of the Shareholder itself. For that, Shareholders of
script/document/physical are expected to pick up the Dividend
Mandate Form at the BAE no later than June 23, 2025 at
16:00 WIB to the Company's Securities Administration Bureau
("BAE") at the following address:
PT RAYA SAHAM REGISTRA
Corporate Action Division
Plaza Sentral Building, 2nd Floor
Jalan Jendral Sudirman Kav 47-48, Jakarta 12930
Tel: (021) 252 5666
Fax: (021) 252 5028
4. The dividends to be paid are subject to tax in accordance with
the applicable tax provisions in Indonesia. The tax deduction
will be borne by the shareholders which is calculated from the
total cash dividends to which they are entitled.
5. For shareholders of the Company who are Foreign
Taxpayers, whose countries have a Double Taxation
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Avoidance Agreement (P3B) with the Republic of Indonesia
and request that their tax applications be adjusted to these
provisions, are requested to send/submit the original
Certificate of Domicile (“SKD”) in the form of (1) the original
DGT Form and/or SKD issued by an authorized official in their
country to the KSEI account holder, or (2) Receipt of
Submission of the DGT Form based on the tax provisions
applicable in the Republic of Indonesia complete with a Copy
of the DGT Form and/or SKD to KSEI if the document will be
used for several companies in Indonesia. The provisions for
submitting the SKD Form are as follows:
(i) For shareholders who still hold script shares, the original
SKD is sent to the BAE;
(ii) For shareholders without scripts, the original SKD is sent
to the KSEI account shareholder;
(iii) KSEI account holders are required to submit the SKD
Receipt and DJP Online, no later than Friday, June 23,
2025 at 16.00 WIB in accordance with KSEI provisions.
If by the specified deadline the SKD Receipt and DJP
Online have not been received by KSEI, then the cash
dividends to be paid to Shareholders will be subject to a
20% tax deduction.
Jakarta, June 11, 2025
PT ARGHA KARYA PRIMA INDUSTRY Tbk
Board of Directors of the Company
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Financial Services Authority
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PT KUSTODIAN SENTRAL EFEK INDONESIA
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PT RAYA SAHAM REGISTRA
p.7
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