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20250611_TBIG_Ringkasan Risalah//Risalah RUPS_31894142_lamp2.pdf
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ANNOUNCEMENT SUMMARY OF MINUTES OF
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT TOWER BERSAMA INFRASTUCTURE TBK
In order to fulfill the requirement of Article 49 paragraph (1) juncto Article 51 of the Financial Services
Authority Regulation No. 15/POJK.04/2020 dated April 20, 2020 on the Planning and Organization of
the General Meeting of Shareholders of the Public Company (hereinafter "POJK 15/2020"), the Board
of Directors of PT Tower Bersama Infrastructure Tbk (hereinafter referred to as “Company”) hereby
annouce the summary of minutes of the Annual General Meeting of Shareholders (hereinafter
referred to as “Meeting”) as follows:
Day/Date : Tuesday, June 10, 2025
Time : 10.00 Western Indonesia Standard Time - finish
Venue : Newport Room, The St. Regis Jakarta
Rajawali Palace, Jl. HR Rasuna Said Kav B/4
Setiabudi, Jakarta Selatan – 12910
Meeting links : Electronic General Meeting System (eASY.KSEI) facility at
https://akses.ksei.co.id/ organized by KSEI.
The Meeting was attended by the following member of the Board of Commissioners and Board of
Directors:
Board of Commissioners Board of Directors
Independent Commissioner : Ludovicus Sensi President Director : Herman Setya Budi
Wondabio Vice President Director : Hardi Wijaya Liong
Independent Commissioner : Heri Sunaryadi Director : Budianto Purwahjo
Director : Helmy Yusman Santoso
Director : Leonardus Wahyu
Wasono Muhardjo
The shareholders of the Company present represented 20,629,838,960 shares or 92.45% of the total
number of shares with valid voting rights of 22,315,634,145 shares, that as of the recording date of
the Meeting (May 16, 2025) the total number of issued and paid-up shares of the Company including
treasury shares was 22,656,999,445 shares.
The Meeting was chaired by Mr. Ludovicus Sensi Wondabio (Independent Commissioner) based on
the letter of appointment of the Board of Commissioners on June 3, 2025.
Prior to the discussion of each of the Meeting’s agendas, the Chairperson disclosed the following:
- Summary of the meeting rules;
- The Company’s overall performance;
- Meeting’s Agendas;
- In each of the Agenda discussed in Meeting, shareholders are given the opportunity and entitled
to raise question and/ or opinion in accordance with the rules; and
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- The resolutions of the Meeting were taken based on deliberation of consensus. If the deliberation
of consensus is not reached, the decision is taken by voting. For Shareholders who were physically
present at the Meeting were given the opportunity to cast their votes using the voting cards that
were distributed at the time of registration and submitted to the available officer, the voting also
took into account the votes that have been submitted via e-Proxy through the eASY.KSEI platform,
with due observance of the quorum for attendance and resolutions of a GMS stipulated in the
Articles of Association of the Company for the relevant Meeting Agenda.
The detail resolutions of the Meeting are as follows:
Meeting Agenda 1 Approval of the Company’s 2024 Annual Report and Ratification of
the Company’s Consolidated Financial Statement for the Financial
Year ending on December 31, 2024.
Number of There was one shareholder who asked questions and all questions have
Shareholders Raising been answered.
Questions
Decision Making Voting
Process
Voting Results Agree Abstain Disagree
20,573,479,360 shares 56,359,600 shares 0 shares
99.73% of those in 0.27% of those 0,00% of those
attendance in attendance in attendance
Meeting’s Resolutions 1. Approved the 2024 Annual Report including the Board of Commissioners
Supervisory Report for Financial Year 2024.
2. Ratified Company’s Consolidated Financial Statements for the financial
year ending on December 31, 2024 that was audited by the Public
Accounting Firm Purwantono, Sungkoro and Surja, with an unmodified
opinion with emphasis of matter paragraph and other paragraphs as
stated in Report Number: 00528/2.1032/AU.1/06/1561-1/1/IV/2025
issued on April 6, 2025.
3. Released and discharged every member of the Board of Directors and
the Board of Commissioners for managerial and supervisory actions
taken throughout the financial year ending on December 31, 2024, as
long as these actions are reflected within the Consolidated Financial
Statements of the Company and Subsidiaries for Financial Year 2024.
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Meeting Agenda 2 Determined the Allocation of Net Profits for Financial Year 2024.
Number of No shareholders raised question
Shareholders Raising
Questions
Decision Making Voting
Process
Voting Results Agree Abstain Disagree
20,573,479,260 shares 56,359,700 shares 0 shares
99.73% of those 0.27 % of those 0.00% of those
in attendance in attendance in attendance
Meeting’s Approved the allocation of the Company's net profit for the 2024 (after tax)
Resolutions attributable to the Parent Entity amounting to IDR1,361,624,000,000,- (one
trillion three hundred sixty-one billion six hundred twenty-four million
Rupiah) as follows:
1. An amount of IDR500,000,000 (five hundred million Rupiah) is stipulated to
increase general reserves to meet the provisions of Article 70 Law no. 40 of
2007 regarding Limited Liability Companies and in accordance to the
provisions of Article 25 of the Company's Articles of Association.
2. A total of IDR1,089,397,125,063,- (one trillion eighty nine billion three
hundred ninety seven million one hundred twenty five thousand sixty three
Rupiah) or approximately 80.01% (eighty point zero one percent) of the
Company's net profit in 2024 was determined as Cash Dividend, of which
IDR560,059,868,625 (five hundred sixty billion fifty nine million eight
hundred sixty eight thousand six hundred twenty five Rupiah) has been
distributed on December 27, 2024 as interim cash dividend, while the
remaining amount of IDR529,337,256,438,- (five hundred twenty nine
billion three hundred thirty seven million two hundred fifty six thousand
four hundred thirty eight Rupiah) or approximately Rp23.73 (twenty three
point seven three Rupiah) per share, will be paid as Final Cash Dividend
which will be distributed to Shareholders whose names are recorded in the
register of shareholders on June 20, 2025, taking into account the number
of shares that have been bought back by the Company on that date, and
payment will be distributed on July 10, 2025.
3. The remaining will be used to increase Retained Earnings to support the
Company's business development.
4. Granting power and authority to the Board of Directors to arrange the
payment procedure for the cash dividend in accordance with the
prevailing laws and regulations.
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Meeting Agenda 3 Appointment of the Public Accountant and Public Accounting Firm to audit
the Company’s Financial Statements for Financial Year 2025.
Number of No shareholders raised question
Shareholders
Raising Questions
Decision Making Voting
Process
Voting Results Agree Abstain Disagree
20,556,212,688 shares 56,359,700 shares 17,266,572 shares
99.64% of those 0.28% of those 0.08% of those
in attendance in attendance in attendance
Meeting’s Approved the Appointment of a Public Accountant and/or Public Accountant
Resolutions Firm to audit the Company's Financial Statements for Financial Year 2025 by:
1. delegate authority with substitution rights to the Board of Commissioners
with consideration from the Company's Audit Committee to appoint a Public
Accountant and/or Public Accountant Firm registered with the Financial
Services Authority ("OJK") in accordance with the criteria set out in the
Meeting to audit the Company's Consolidated Financial Statements for the
financial year ending December 31, 2025 and to appoint a replacement of
Public Accountant and/or Public Accountant Firm if the appointed Public
Accountant and/or Public Accountant Firm for any reason is unable to carry
out his duties.
2. give full authority with substitution rights to the Board of Commissioners of
the Company to determine the honorarium and other requirements for the
appointment of the Public Accountant and/or Public Accountant Firm.
Meeting Agenda 4 Determine the Salary and Benefits for members of the Company’s Board of
Directors and Salary or Honorarium and Benefits for the members of the
Company’s Board of Commissioners for Financial Year 2025.
Number of No shareholders raised question
Shareholders
Raising Questions
Decision Making Voting
Process
Voting Results Agree Abstain Disagree
20,573,479,260 shares 56,359,700 shares 0 shares
99.73% of those 0.27% of those 0.00% of those
in attendance in attendance in attendance
Meeting’s Delegate the authority to the Board of Commissioners to determine the salaries,
Resolutions honorarium, and other benefits for members of the Board of Directors and Board
of Commissioners for the Financial Year 2025.
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Meeting Agenda 5 Changes to the composition of the Company's Board of Directors and
Board of Commissioners
Number of No shareholders raised question
Shareholders
Raising Questions
Decision Making Voting
Process
Voting Results Agree Abstain Disagree
20,556,726,888 shares 56,359,700 shares 16,752,372 shares
99.65% of those 0.27% of those 0.08% of those
in attendance in attendance in attendance
1. Respectfully dismiss all members of the Board of Directors and Board of
Meeting’s
Commissioners of the Company by providing acquit et decharge / release
Resolutions
and discharge for the management and supervisory conducted on the
Company.
2. Approved to reappoint the members of the Board of Directors and Board
of Commissioners of the Company, with the term of office effective as of
the closing of this Meeting, until the closing of the 5th (fifth) Annual
General Meeting of Shareholders of the Company.
therefore the composition of the Members of the Board of Directors and
Board of Commissioners of the Company is as follows:
Board of Directors of the Company:
President Director : Herman Setya Budi
Vice President Director : Hardi Wijaya Liong
Director : Budianto Purwahjo
Director : Helmy Yusman Santoso
Director : Leonardus Wahyu Wasono Mihardjo
Board of Commissioners :
President Commissioner : Edwin Soeryadjaya
Commissioner : Verena Lim
Independent Commissioner : Ludovicus Sensi Wondabio
Independent Commissioner : Heri Sunaryadi
3. Authorize the Board of Directors Meeting to determine the duties
distribution among the members of the Board of Directors.
4. Granted the power and authority with rights of substitution to the Board of
Directors of the Company, either jointly or individually, to appear and/or
appear before the authorized official and/or Notary to state the decisions
taken, to sign the deed(s) required, to submit information, to make and sign
all necessary documents, and to take all actions deemed necessary, without
any exception.
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Meeting Agenda 6 Approval of the plan to issue debt securities or Notes denominated in
foreign currencies to be carried out in one issuance or in several
issuances to be issued by the Company, through offers to investors
outside the territory of the Republic of Indonesia, which is a material
transaction based on OJK Regulation No. 17/POJK.04/2020 dated April
20, 2020 concerning Material Transactions and Changes in Business
Activities (“POJK 17/2020”).
Number of No shareholders raised question
Shareholders
Raising Questions
Decision Making Voting
Process
Voting Results Agree Abstain Disagree
20,565,475,760 shares 56,566,800 shares 7,796,400 shares
99.69% of those 0.27% of those 0.04% of those
in attendance in attendance in attendance
Meeting’s 1. Approved the plan to issue debt securities or Notes in foreign currency, with
Resolutions a total amount of principal equivalent to USD 900,000,000 (nine hundred
million United States Dollars) which will be carried out by the Company in 1
(one) or several issuances within a period of 12 (twelve) months from the date
of obtaining approval from the General Meeting of Shareholders through an
offer to investors outside the territory of the Republic of Indonesia, which is a
Material Transaction based on the Financial Services Authority Regulation No.
17/POJK.04/2020 on Material Transactions and Changes in Business Activities.
2. Granted approval and authority to the Board of Directors of the Company,
either jointly or individually, with the right of substitution, in accordance with
the Articles of Association of the Company, to make, execute, sign and/or
submit and carry out any agreements and actions required in connection with
all documents and notices to be signed and/or submitted under or related to
the Notes, including all amendments and additions thereto on terms and
conditions deemed good by the Board of Directors, including but not limited
to:
o Indenture relating to the issuance of the Notes;
o Purchase Agreement;
o Any intercompany loan agreement to be entered into by the Company
with its subsidiaries or affiliated companies, either as debtor or as creditor;
and
o Any proxy and other related documents that have been and will be
determined later if deemed necessary in connection with or that may be
required under the agreements related to the issuance of the Notes and
other related documents that do not violate any legal provisions, in any
jurisdiction that regulates such documents.
3. To authorize with the right of substitution to the Board of Directors of the
Company, either jointly or individually, to appear and/or appear before the
authorized officer and/or Notary to state the decisions taken, to sign the
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deed(s) required, to submit information, to make and sign all necessary
documents, and to take all actions deemed necessary, without any exception.
Meeting Agenda 7 Use of proceeds report of (i) Continuous Rupiah Bond VI Phase IV Year 2024;
(ii) Continuous Rupiah Bond VI Phase V Year 2025; and (iii) Continuous Rupiah
Bond VI Phase VI Year 2025.
Number of No shareholders raised question
Shareholders
Raising Questions
Decision Making This agenda is only a reporting hence there is no voting.
Process
Voting Results This agenda is only a reporting hence there is no voting.
Meeting’s This agenda is only a reporting hence there is no voting.
Resolutions
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DIVIDEND PAYMENT SCHEDULE
Cum-Dividend • Regular and negotiated market June 18, 2025
• Cash market June 20, 2025
Ex-Dividend • Regular and negotiated market June 19, 2025
• Cash market June 23, 2025
Recording Date June 20, 2025
Dividend Payment Date July 10, 2025
Distribution of Tax Witholding Slip August 31, 2025
CONDITIONS FOR PAYMENT:
1. Dividend will be paid to the registered shareholder in the Company’s Shareholder Register
(Recording Date) on June 20, 2025 no later than 16.15 WIB (West Indonesia Time) and/or to the
shareholders who hold the Company’s shares at the sub-securities account of PT. Kustodian Sentral
Efek Indonesia (KSEI) on the closing of trading in the Indonesia Stock Exchange on
June 20, 2025.
2. For the shareholder whose shares are kept in collective custody at KSEI, the dividend payment will
be distributed by KSEI to the account of its Securities Company and/or Custodian Bank on
July 10, 2025. The dividend payment slip will be sent by KSEI to the shareholders through its
Securities Company and/or Custodian Bank where the shareholder opened their account. Whereas
for the shareholder whose shares are not in the collective custody at KSEI, the dividend payment
will be transferred to the shareholder’s account.
3. The dividend payment will be subject to withholding tax in accordance with the prevailing tax
regulations. Such withholding tax shall be borne by the entitled shareholders and will be deducted
from the total cash dividend due to the entitled shareholder.
4. For the Indonesian Entity Tax Subject that has not submitted their Tax ID, they are requested to
submit it to KSEI or to Share Registrar (BAE) PT Datindo Entrycom, at Jl. Hayam Wuruk No. 28, Jakarta
10120, at the latest by June 20, 2025 at 16.00 WIB. In the absence of the Tax ID Number, the
dividend to be paid to that Indonesian Entity shall be deducted by 30% withholding tax.
5. For the shareholders who are Overseas Tax Subject, whose tax tariff is in accordance with the
Double Tax Treaty Agreement (P3B), they are obliged to comply with Article 26 of the Tax Law no.
36 year 2008 and to submit Form DGT-1 or DGT-2 which have been legalized by the Office of Tax
Services for Listed Companies (Kantor Pelayanan Pajak Perusahaan Masuk Bursa) to KSEI or BAE at
the latest June 25, 2025 (3 exchange days after Recording Date). In the absence of such forms, the
dividend will be deducted by withholding tax article 26 of 20%.
6. For the shareholder whose shares are kept in collective custody at KSEI, the cash dividend tax
withholding slip will be available at the Securities Company and / or Custodian Bank where the
shareholder opened their securities account and for the script shareholder, it can be collected at
the BAE Office starting from August 31, 2025.
Jakarta, June 11, 2025
PT TOWER BERSAMA INFRASTRUCTURE TBK
THE BOARD OF DIRECTORS
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TOWER BERSAMA INFRASTUCTURE TBK
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Financial Services Authority
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PT. Kustodian Sentral Efek Indonesia
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PT Datindo Entrycom
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