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20250611_TIFA_Ringkasan Risalah//Risalah RUPS_31894092_lamp3.pdf
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SUMMARY OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS AND
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT KDB TIFA FINANCE Tbk
The Board of Directors of PT KDB Tifa Finance Tbk (hereinafter referred to as the
“Company”) domiciled in South Jakarta, hereby informs that the Annual General Meeting of
Shareholders (“AGMS”) the Extraordinary General Meeting of Shareholders (“EGMS”)
collectively referred to as (the “Meeting”) have been held at:
A. Day/Date, Time, Place and Meeting Agenda
Day/date : Thursday, June 5, 2025
Tempat : Pacific Century Place Function Room B, Level B1,
Jl. Jenderal Sudirman Kaveling 52-53, Jakarta Selatan
Pukul : 10.18 – 11.03 Western Indonesian Time (AGMS)
11.09 – 11.16 Western Indonesian Time (EGMS)
AGMS Agenda:
1. Approval and ratification of the Company's Annual Report for the financial year
ending December 31, 2024, including the Company's Activity Report, the Board of
Commissioners' Supervisory Report and the Company's Financial Statements for the
financial year ending December 31, 2024, and granting acquit et decharge to the
Board of Commissioners and the Board of Directors for the 2024 period;
2. Determination on the use of the Company's net profit for the financial year ending
on December 31, 2024;
3. Appointment of a Public Accountant and/or Public Accountant Firm to audit the
Company's financial statements for the financial year ending December 31, 2025;
4. Determination of salary and honorarium for members of the Board of
Commissioners, Board of Directors and Sharia Supervisory Board of the Company
for the 2025 period;
5. Changes in Company’s Management.
EGMS Agenda:
Approval to pledge more than 50% (fifty percent) of the Company's net assets within 1
(one) financial year, in 1 (one) transaction or several transactions cumulatively, which
are independent or related to each other, in order to obtain loans and/or funding to be
received by the Company, with the value of the guarantee as well as the terms and
conditions deemed good by the Board of Directors of the Company and with due
observance of the articles of association of the Company and the applicable provisions.
B. The presence of the Company’s Board of Directors, Board of Commissioners, and
Sharia Supervisory Board
1. AGMS
Presiden Director : Mr. Cho Jaeseong
Director : Mr. Eun Seonghyuk
Director : Mrs. Ina Dashinta Hamid
Director : Mrs. Ade Rafida Saulina Samosir
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Independent Commissioner : Mr. Antonius Hanifah Komala
Independent Commissioner : Mr. Choi Jung Sik
Sharia Supervisory Board : Mr. AM. Hasan Ali
2. EGMS
Presiden Director : Mr. Cho Jaeseong
Director : Mr. Eun Seonghyuk
Director : Mrs. Ade Rafida Saulina Samosir
Director : Mrs. Ina Dashinta Hamid
Independent Commissioner : Mr. Antonius Hanifah Komala
Independent Commissioner : Mr. Choi Jung Sik
Sharia Supervisory Board : Mr. AM. Hasan Ali
C. Chairman of the Meeting
The meeting was chaired by Mr. Antonius Hanifah Komala, as the Company’s
Independent Commissioner.
D. The Presence of the Shareholders
1. AGMS
The Meeting was attended by shareholders and their proxies representing
2,864,862,623 shares or 80.650% of 3,552,213,000 shares, which are all shares with
valid voting rights issued by the Company.
2. EGMS
The Meeting was attended by shareholders and their proxies representing
2,864,862,690 shares or 80.650% of 3,552,213,000, which are all shares with valid
voting rights issued by the Company.
E. Submission of Questions and/or Opinions
The shareholders and their proxies are given the opportunity to asked questions and/or
opinions for Meeting agenda.
1. AGMS
- First, Second, Third, and Fifth Agenda : no questions and/or opinions.
- Fourth Agenda : 1 questioner.
2. EGMS
- Meeting Agenda : no questions and/or opinions.
F. Decision Making Mechanism
Decisions for Meeting agenda are made based on deliberation to reach consensus, in the
event that deliberations for consensus are not reached, the decision is made by voting.
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G. Voting Result
1. AGMS
First to fifth agenda :
- Number of abstentions : 93 votes
- Number of votes against : - votes
- Number of votes in favor : 2,864,862,530 votes.
- So that the total votes agreed : 2,864,862,623 votes, or 100%, or more than
1/2 of the total number of votes legally cast in the Meeting.
2. EGMS
Meeting Agenda
- Number of abstentions : - votes
- Number of votes against : - votes
- Number of votes in favor : 2,864,862,690 votes.
- So that the total votes agreed : 2,864,862,690 votes, or 100%, or more than
3/4 of the total number of votes legally cast in the Meeting.
H. Meeting Result
Resolutions of the AGMS
Decision of the First Agenda:
Approved and ratified the Company’s Annual Report for the financial year ended on
December 31, 2024 including the Company’s Activity Report, the Board of
Commissioners’ Supervisory Report and the Company’s Financial Report, and provide
full discharge of responsibility (acquit et decharge) to the Company’s Board of Directors
and Board of Commissioners for management and supervisory actions carried out for the
2024 financial year as long as these actions are reflected in the Annual Report.
Decision of the Second Agenda:
a. Approved the determination of the use of the Company’s Net Profit for the 2024
financial year of Rp65,048,868,192.00 with the following details:
- in the amount of 98.30% from Net Income or in the amount of
Rp63,939,834,000.00 is paid as Cash Dividend to the Company's Shareholders
so that each share will receive Cash Dividend in the amount of Rp18.00 with
due observance of applicable taxation provisions;
- the amount of Rp50,000,000.00 is allocated and recorded as Reserve Fund;
- the remaining amount of Rp1,059,034,192.00 is recorded as Retained Earning,
to increase the Company's working capital;
b. Grant the power and authority to the Company’s Board of Directors to take any and
all necessary actions in connection with the determination of the use of the Net
Profit in accordance with the prevailing laws and regulations.
Decision of the Third Agenda:
a. Approved the appointment of Public Accountant and/or Public Accounting Firm
KAP Tanubrata Sutanto Fahmi Bambang & Partner / BDO to audit the Company’s
Financial Statement for the financial year ended on December 31, 2025;
b. Authorized the Company’s Board of Commissioners to determine the honorarium
and other requirements for the Public Accountant and/or Public Accounting Firm, as
well as to appoint a replacement in the event that the appointed Public Accountant
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and/or Public Accounting Firm for any reason cannot complete the audit of the
Company’s Financial Statement for the financial year ended December 31, 2025.
Decision of the Fourth Agenda:
a. Approved the honorarium and/or allowances to the Company’s Board of
Commissioners, Board of Directors and Sharia Supervisory Board for 2025 with the
following provisions:
- The maximum remuneration limit for the Board of Commissioners is
Rp1,000,000,000.00 gross/year;
- The maximum remuneration limit for the Board of Directors is
Rp16,500,000,000.00 gross/year;
- The maximum remuneration limit for the Sharia Supervisory Board is
Rp500,000,000.00 gross/year;
b. Grant the power and authority to the Board of Commissioners of the Company to
determine the allocation of the amount of honorarium and/or allowances that will be
received by each member of the Board of Commissioners, Board of Directors and
Sharia Supervisory Board of the Company by taking into account the
recommendations of the Nomination and Remuneration Committee.
Decision of the Fifth Agenda:
a. Approved changes to the composition of the Company’s Board of Commissioners as
follows:
- Appointed Mr. Kim Kang Su as President Commissioner of the Company for 3
(three) years period effective as of the date on which he receives the Fit and
Proper Test approval from OJK (“FPT President Commissioner”), that is until
the closing of the Company's Annual General Meeting of Shareholders in 2028
and stated or set forth in a Deed made before a Notary regarding the change of
the Company's management. Such appointment shall become invalid if the
person concerned does not obtain the FPT President Commissioner's approval,
and for that purpose no resolution is required from the Company's General
Meeting of Shareholders;
- Reappointed Mr. Kwon Younghoon as President Commissioner of the
Company, effective as of the closing of this Meeting until the FPT President
Commissioner is obtained. If the FPT President Commissioner is not obtained,
then Mr. Kwon Younghoon will continue to serve as President Commissioner
of the Company for 1 (one) year period until the FPT President Commissioner
is obtained. If the FPT President Commissioner is not obtained, Mr. Kwon
Younghoon will continue to serve as President Commissioner of the Company
for 1 (one) year period until the closing of the Company's Annual General
Meeting of Shareholders in 2026;
Based on the decisions of letters a above, from the closing of this Meeting, the
composition of the Board of Directors, Board of Commissioners and Sharia Supervisory
Board are as follows:
Board of Director
President Director : Mr. Cho Jaeseong *)
Director : Mr. Eun Seonghyuk *)
Director : Mrs. Ina Dashinta Hamid *)
Director : Mrs. Ade Rafida Saulina Samosir *)
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Board of Commissioners
President Commissioner : Mr. Kwon Younghoon ***)
Independent Commissioner : Mr. Choi Jung Sik *)
Independent Commissioner : Mr. Antonius Hanifah Komala **)
Sharia Supervisory Board : Mr. AM. Hasan Ali **)
Details:
*) with a term of period until the closing of the Company’s Annual General Meeting
of Shareholders in 2026;
**) with a term of period until the closing of the Company’s Annual General Meeting
of Shareholders in 2027;
***) with a term of period until the issuance of the FPT President Commissioner and
stated / written in the Deed made before a Notary regarding changes in the
Company's management. If the FPT President Commissioner is not obtained, the
term of period is until the closing of the Annual General Meeting of Shareholders
in 2026.
b. Approve and grant full authority and power with the substitution rights to the
members of the Board of Directors of the Company, either individually or jointly, to
take all necessary actions in connection with the decision regarding the changes in
the composition of the Company's management, in a deed made before a Notary,
including stating/declaring the composition of the Board of Directors, Board of
Commissioners and Sharia Supervisory Board of the Company after the approval of
the FPT President Commissioner, and then make a notification to the Minister of
Law of the Republic of Indonesia and do all things deemed necessary including but
not limited to the obligation to report/notify the authorities in accordance with
applicable regulations.
Resolutions of the EGMS
Decision of the Agenda:
a. Approve to pledge more than 50% (fifty percent) of the Company’s net assets in 1
(one) financial year, in 1 (one) transaction of cumulative transactions, which are
independent or related to each other, in the framework of the acquisition of loans
and/or funding to be received by the Company, with the value and the terms and
conditions deemed good by the Directors by the Company as well as taking into
account the Company’s articles of association and applicable provisions;
b. Approve and grant power and authority to the Company’s Board of Directors with
the right of substitution, to carry out all and every action necessary in connection
with the decision, including but not limited to stated/set forth the decision in a deed
made before a Notary, as required by and accordingly with the provisions of the
legislation in force, and take all and every necessary actions, in accordance with the
prevailing laws and regulations.
Jakarta, June 11, 2025
PT KDB TIFA FINANCE Tbk
The Board of Directors
Names mentioned 12 people and organisations named in the text · linked when the evidence is strong
unresolved
person
Antonius Hanifah Komala Independent
· Commissioner
p.2 ×7
unresolved
person
Choi Jung Sik Sharia Supervisory
· Commissioner
p.2 ×5
unresolved
person
Ina Dashinta Hamid Independent
p.2 ×5
unresolved
person
AM. Hasan Ali C.
p.2 ×3
unresolved
org
Tanubrata Sutanto Fahmi Bambang
p.3
unresolved
—
Appointed Mr. Kim Kang Su
· President Commissioner
p.4 ×2
unresolved
—
Reappointed Mr. Kwon Younghoon
· President Commissioner
p.4 ×8
unresolved
org
Minister of Law
p.5
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