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20250610_KEEN_Ringkasan Risalah//Risalah RUPS_31893670_lamp2.pdf
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SUMMARY OF MINUTES
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT KENCANA ENERGI LESTARI TBK
The Board of Directors of PT Kencana Energi Lestari Tbk (hereinafter referred to as
“the Company”), domiciled in West Jakarta, herewith announces that it has
conducted the Annual General Meeting of Shareholders for 2024 Financial Year
(hereinafter referred to as the “Meeting”) on:
Day/Date : Thursday, 5 June 2025
Time : 14.12 - 14.56 WIB
Venue : Function Room Maqna Residence
Business Park Kebon Jeruk, Jl. Meruya Ilir Raya No 88
RT.1/RW.5, Kel. Meruya Utara, Kec. Kembangan,
West Jakarta 11620
The Meeting also held electronically by using eASY.KSEI website provided by
PT Kustodian Sentral Efek Indonesia.
With Result as in the following Summary Minutes of the Meeting:
A. Meeting Agenda
1. Approval and ratification of the Company’s Annual Report for the financial
year ended December 31, 2024, including approval and ratification of the
Company’s Financial Statement for the financial year ended December 31,
2024 and the Supervisory Report of the Board of Commissioners, as well
as granting a full acquittal and discharge of responsibilities (acquit et de
charge) to all members of the Board of Directors and the Board of
Commissioners of the Company for their supervisory and management
actions during the financial year ended December 31, 2024;
2. Approval of the use of the Company’s Net Profit for the 2024 financial
year, including the distribution of dividends to the Company’s
Shareholders;
3. Appointment of 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 the remuneration for the members of the Company’s
Board of Directors and Board of Commissioners for the 2025 financial
year; and
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5. Re-appointment of all members of the Company's Board of
Commissioners and Board of Directors.
B. Attendance of Members of the Board of Directors and the Board of
Commissioners
Board of Commissioners
1. Mr. Albert Maknawi President Commissioner
2. Mrs. Jeanny Maknawi Joe Commissioner
3. Mr. Yamaguchi Masahiro Commissioner
4. Mr. Sim Idrus Munandar Independent Commissioner
5. Mr. Freenyan Liwang Independent Commissioner
Board of Directors :
1. Mr. Wilson Maknawi President Director
2. Mr. Rusmin Cahyadi Director
3. Mr. Ir. Karel Sampe Pajung Director
4. Mr. Giat Widjaja Director
5. Mr. Takasawa Kazunori Director
C. Attendance of the Shareholders
The Meeting attended by the shareholders and the shareholders’ attorney
represent 3.381.580.011 shares or 92,23% from 3.666.312.500 shares which is
all shares with valid voting rights that have been issued by the Company.
D. Question and Answer
1. The shareholders and the shareholders’ attorney were given the
opportunity to ask questions and/or opinion for each Meeting’s agenda.
2. Number of shareholders or their attorney who asked questions and/or
opinions:
a. First Agenda : nil
b. Second Agenda : nil
c. Third Agenda : nil
d. Forth Agenda : nil
e. Fifth Agenda : nil
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E. Decision Making Mechanism
All decisions are taken by voting. Decisions are made based on the votes
submitted at the AGMS, and the votes that have been submitted by the
Shareholders through eASY.KSEI.
F. Voting Result
Agenda Abstain Non-Affirmative Affirmative Total Affirmative
First 21.500 60.900 3.381.497.611 3.381.519.111
Second 16.000 84.300 3.381.479.711 3.381.495.711
Third 16.000 60.900 3.381.503.111 3.381.519.111
Forth 33.900 60.900 3.381.485.211 3.381.519.111
Fifth 33.000 60.900 3.381.486.111 3.381.519.111
G. Resolution of the Meeting:
First Agenda
-Approve and authorize the Company’s Annual Report for the financial year
ended December 31, 2024, including the Financial Statement of the
Company’s Financial Year ended December 31, 2024 and Report on the
Supervisory Duties of the Company’s Board of Commissioners, as well as
provide full acquittal and discharge of responsibilities (acquit et de charge) to
all members of the Board of Directors and the Board of Commissioners of the
Company for their supervisory and management actions during the financial year
ended December 31, 2024, to an extent that such actions are reflected within the
Annual Report.
Second Agenda
-Approve of the use of the Company’s profit for the Financial Year ended
December 31, 2024 amounting to USD 7.480.337as follows:
1. Amounting to IDR 30,132,800,000,- or equivalent to USD 1,850,000 or
equivalent to Dividend Payout Ratio 24,73% of the Total Profit of the Year
will be distributed as a final cash dividend of IDR 8,22 per share.
2. Amounting to IDR 5,000,000,000 or equivalent to USD 306,974 earmarked
and recorded as a Reserve Fund.
3. The remaining amount of USD 5,323,363 will be used for the Company’s
operations.
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The exchange rate used is the BI Central Rate on June 4, 2025, USD 1 =
IDR 16,288.
Third Agenda
-Approve the granting of power and authority to the Company’s Board of
Commissioners to:
1. Appoint the Public Accountant and/or Public Accountant Firm that are
registered with the Financial Services Authority (OJK) who will audit
Consolidated Financial Statements of the Company and Subsidiaries for
the Financial Year ending 31 December 2025 and stipulate other
conditions, including honorarium, in connection with the appointment of the
Public Accountant and/or Public Accounting Firm.
2. Terminate the Public Accountant and/or Public Accounting Firm in the
event that the Public Accountant and/or Public Accounting Firm is unable
to carry out its audit duties in accordance with accounting standards and
applicable laws and regulations, including regulations in the capital market
field, regulation of the Capital Market and Financial Institution Supervisory
Agency (Bapepam dan LK) and/or Financial Services Authority (OJK)
regulation, as well as appoint a Public Accountant and/or Public
Accounting Firm replacement and determine other requirements, including
honorarium, in connection to the appointment of the Public Accountant
and/or Public Accountant Firm replacement.
Fourth Agenda
a. Determine the remuneration in the form of salary or honorarium and
other benefits for the members of the Board of Commissioners of the
Company as a whole for the financial year 2025 is equal to the
financial year 2024, with in an increase of 5% from the financial year
2024, and authorize the Board of Commissioners Meeting to
determine the allocation.
b. Grant power and authority to the Company’s Board of Commissioners
to determine the remuneration in the form of salary and other benefits
for members of the Company’s Board of Directors.
Fifth Agenda
1. Honorably discharge all members of the Board of Directors and Board
of Commissioners by providing acquittal and discharge (acquit et de
charge), as well as reappoint the Board of Directors and Board of
Commissioners for a term of 1 (one) period, namely 2 years from the
closing of this meeting to the closing of the Annual General Meeting of
Shareholders of the Company in 2027, without prejudice to the right of
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General Meeting of Shareholders to dismiss them any time, so henceforth
the member composition of the Board of Directors and Board of
Commissioners will be as follows:
Board of Commissioners:
President Commissioner : Mr. ALBERT MAKNAWI;
Commissioner : Mrs. JEANNY MAKNAWI JOE;
Commissioner : Mr. YAMAGUCHI MASAHIRO;
Independent Commissioner : Mr. SIM IDRUS MUNANDAR;
Independent Commissioner : Mr. FREENYAN LIWANG;
Board of Directors:
President Director : Mr. WILSON MAKNAWI;
Director : Mr. RUSMIN CAHYADI;
Director : Mr. KAREL SAMPE PAJUNG;
Director : Mr. GIAT WIDJAJA;
Director : Mr. TAKASAWA KAZUNORI;
2. Grant authority and power to the Company’s Board of Directors, with the
right of substitution, to state the resolution regarding the composition of
the members of the Board of Directors and the Board of Commissioners
of the Company in a deed made before the Notary, and to then notify the
authorized party, as well as to perform any and all actions necessary in
connection with the decision in accordance with the laws and regulations
that apply.
H. Schedule and Mechanism for the Distribution of the Final Cash Dividend
1. Distribution Schedule of Final Cash Dividend
No Remarks Date
1 AGMS Implementation Date 5 June 2025
2 The report on the results of the AGMS is 10 June 2025
accompanied by a summary of the minutes of
the AGMS on the Indonesia Stock Exchange
website and the Company's website
3 Announcement of the schedule and 11 June 2025
mechanism for the distribution of final cash
dividend on IDX’s website and the Company’s
website
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4 The date for recording the shareholders who 19 June 2025
are entitled to final cash dividend (“Recording
Date”)
5 Regular and negotiated market:
• Cum dividend 17 June 2025
• Ex dividend 18 June 2025
6 Cash Market:
• Cum dividend 19 June 2025
• Ex dividend 20 June 2025
7 Payment of final cash dividend 9 July 2025
2. Distribution Mechanism for Final Cash Dividend
1. This announcement shall serve as the official announcement from
the Company and the Company will not issue any separate
announcement to the shareholders.
2. The final cash dividend will be distributed to the shareholders listed
in the Company’s List of Shareholders on the Record Date (19 June
2025) until 4.00 PM WIB.
3. The shareholders whose shares are recorded in the collective
custody of Kustodian Sentral Efek Indonesia (“KSEI”) will receive the
final cash dividend through the holders of the accounts at KSEI. The
written confirmation on distributed final cash dividend will be
submitted by KSEI to the securities firms and/or custodian banks,
and the shareholders will subsequently receive the information on
the matter from the respective securities firm and/or custodian
bank of their account.
4. The distribution of the final cash dividend will be deducted by the
Company's Income Tax (PPh) in accordance with the applicable Tax
Regulations.
5. The provisions of income tax deduction on the distribution of the
final cash dividend to foreign shareholders (foreign tax payers) are:
a. The income tax deduction for the shareholders domiciled in
the countries with no tax treaty with the government of
Indonesia shall refer to Article 26 of Income Tax Law, in which
the withholding tax rate is 20% of gross amount.
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b. For shareholders of the Company who are domiciled in
countries that have signed a Tax Treaty with the Government
of Indonesia, the provisions as regulated in the relevant Tax
Treaty shall apply, namely generally imposing lower tax
withholding rates. However, to take advantage of the P3B
facility, the shareholders of the Company concerned must
comply with the requirements of the Director General of Taxes
Regulation No. PER-25/PJ/2018 concerning Procedures for
Application of Double Taxation Avoidance Agreement by
submitting a document of record evidence or receipt of
DGT/SKD that has been uploaded to the Directorate General of
Taxes website to KSEI or the Securities Administration Bureau
of PT Sinartama Gunita in accordance with KSEI's rules and
regulations . Without this document, the dividend paid will be
subject to Article 26 Income Tax of 20%.
6. The slips of the tax withheld from the payment of final cash
dividend for both the shareholders recorded at KSEI collective
custody (scripless) can be obtained from the Company’s Bureau of
Securities Administration.
Jakarta, 10 June 2025
BOARD OF DIRECTORS
PT KENCANA ENERGI LESTARI TBK
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PT Kustodian Sentral Efek Indonesia
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PT Kustodian Sentral Efek Indonesia. With Result
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Albert Maknawi
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Yamaguchi Masahiro
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Freenyan Liwang
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Wilson Maknawi
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Ir. Karel Sampe Pajung
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Takasawa Kazunori
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Financial Services Authority
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Bapepam
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Indonesia Stock Exchange
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Sentral Efek Indonesia
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Directorate General of Taxes
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