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20250604_WINS_Ringkasan Risalah//Risalah RUPS_31892138_lamp2.pdf
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PT Wintermar Offshore Marine Tbk
(“Company”)
SUMMARY OF RESOLUTIONS OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
The Board of Directors of the Company hereby announce the Summary of Resolution of the Annual General Meeting of the
Company (“Meeting”) which was convened on:
Day/Date : Tuesday, 3 June 2025
Time : 10:21 am to 12:29 pm
Venue : Office of the Company - Jl. Kebayoran Lama No. 155, Jakarta Barat 11560
Agenda of Meeting:
1. Approval of the Company’s Annual Report for the Financial Year 2024 regarding the Report of the Board of Directors on
the Company’s Activities, the Report of the Implementation of Supervisory Duties of the Board of Commissioners and
the Approval to the Company’s Financial Report for the year ending 31 December 2024;
2. Determination of the Allocation of the Company’s Net Profit for Financial Year 2024;
3. Approval of the Distribution of Share Dividend and Cash Dividend for the Financial Year 2024;
4. Appointment of Public Accountant to Audit the Company’s Financial Report for the Financial Year 2025;
5. Determination of Remuneration of members of the Board of Commissioners and Board of Directors for the Financial
Year 2025;
6. Approval of the Company's Share Buyback;
7. Approval of the Reappointment of members of the Board of Commissioners and Board of Directors of the Company;
8. Granting of Power and Authority to the Board of Directors to Determine and Execute the Distribution of Share Dividend
and Cash Dividend for the Financial Year 2024 and to Ratify the Board of Directors’ Action in the Distribution of Interim
Dividend for the Financial Year 2024.
Chairman of Meeting
The meeting was chaired by Mr. Jonathan Jochanan, the President Commissioner and Independent Commissioner of the
Company as appointed by the Board of Commissioners based on the Circular Resolution of Board of Commissioners in lieu of
Meeting of Board of Commissioners of the Company dated 8 May 2025, Number 1415/A.20/V/2025/WINS.125, in compliance
with Article 13 Paragraph (1) Articles of Association of the Company.
Attendance of Member of the Board of Commissioners and Board of Directors in the Meeting:
Board of Commissioners Board of Directors
• Jonathan Jochanan – President Commissioner & Independent • Sugiman Layanto – Managing Director
Commissioner • Janto Lili – Director
• Sim Idrus Munandar – Independent Commissioner • Muhamad Shanie Mubarak – Director
• John Stuart Anderson Slack – Commissioner • Nely Layanto - Director
Attendance of Shareholders in the Meeting
All agenda of the Meeting were convened with the attendance of shareholders or their legal proxies representing
shareholding of 3,402,420,234 shares with valid voting rights or equals to 77.93% of all shares issued by the Company as of 8
May 2025, being total of 4,366,087,057 shares. In accordance with Article 14 Paragraph 2.1.a of the Articles of Association of
the Company, the Meeting for the First, Second, Third, Fourth, Fifth, Seventh, and Eighth Agenda has been validly convened
as it was attended by shareholders representing more than 1/2 of the total issued shares of the Company. In accordance with
Article 14 Paragraph 3.a of the Articles of Association of the Company, the Meeting for Sixth Agenda has been validly convened
as it was attended by shareholders representing more than 2/3 of the total issued shares of the Company.
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Question and Answer in the Meeting
At the end of the discussion of each agenda, Meeting Chairman has provided the opportunity for the shareholders or their
proxies to raise questions and/or to give opinions or suggestions related to the agenda in discussion.
There were no questions, opinions, or suggestions raised by shareholders or their proxies for all Agenda in the Meeting.
Mechanism of Resolving Resolution in the Meeting
The resolutions of Meeting were adopted voting, in accordance with Article 14 Paragraph 2.1.c of the Company's Articles of
Association, whereby the resolutions of Meeting for the First, Second, Third, Fourth, Fifth, Seventh, and Eighth Agenda shall
be valid if approved by more than 1/2 of all shares with voting rights present at the Meeting. Meanwhile, in accordance with
Article 14 Paragraph 3.a of the Company's Articles of Association, the resolution of the Meeting for Sixth Agenda shall be valid
if approved by more than 2/3 of all shares with voting rights present at the Meeting. All Agenda were resolved by valid
resolutions at the Meeting, with the results of voting as follows:
Agenda For Against Abstain
First Agenda 3,371,536,139 votes 0 vote 30,884,095 votes
(99.0922904%) (0%) (0.9077096%)
Second Agenda 3,373,203.439 votes 0 vote 29,216,795 votes
(99.1412938%) (0%) (0.8587062%)
Third Agenda 3,373,203,439 votes 0 vote 29,216,795 votes
(99.1412938%) (0%) (0.8587062%)
Fourth Agenda 3,373,203,439 votes 0 vote 29,216,795 votes
(99.1412938%) (0%) (0.8587062%)
Fifth Agenda 3,373,203,439 votes 0 vote 29,216,795 votes
(99.1412938%) (0%) (0.8587062%)
Sixth Agenda 3,373,203,439 votes 0 vote 29,216,795 votes
(99.1412938%) (0%) (0.8587062%)
Seventh Agenda 3,373,203,439 votes 0 vote 29,216,795 votes
(99.1412938%) (0%) (0.8587062%)
Eighth Agenda 3,373,203.439 votes 0 vote 29,216,795 votes
(99.1412938%) (0%) (0.8587062%)
Meeting Resolutions:
First Agenda
1. Approved the Annual Report of the Company 2024 including Board of Directors’ Report of the Activities of the Company
and Report of the Implementation of Supervisory Duty of the Board of Commissioners;
2. Approved the Consolidated Financial Statements of the Company for the Year ended on 31 December 2024 which has
been audited by Tjun Tjun AP Number 1115 Public Accountant from Public Accountant Office Amir Abadi Jusuf, Aryanto,
Mawar & Rekan, which has been presented fairly in all material respects as stated in their audit report Number
00276/2.1030/AU.1/05/1115-3/1/III/2025 dated 21 March 2025.
3. Granted full release and discharge (“Acquit et de charge“) to the members of the Board of Directors and those of the
Board of Commissioners from any responsibility and accountability for management and supervisory duty they had
performed during the year ended 31 December 2024, provided that such acts were reflected in the Annual Report of the
Company and Consolidated Financial Statement for 2024.
Second Agenda
Approved and determined the use of the Company's Net Profit for the Financial Year ended 31 December 2024, namely USD
22,699,933 or the equivalent to Rp. 383,174,869,040,- as follows:
1. The amount of USD 100,000 is appropriated as a statutory reserve in accordance with the provisions of Article 70 of Law
Number 40 of 2007 concerning Limited Liability Company.
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2. Determined the Total Final Dividend for the financial year ended on 31 December 2024 in the amount of
Rp.78,579,567,062,- to be distributed to the Company’s entitled Shareholders in the form of: (i) cash dividend in the
amount of Rp.43,650,870,570,- which includes the interim dividend of Rp.34,918,696,456,- which was distributed on 21
November 2024 and (ii) share dividend in a maximum amount of Rp.34,928,696,456,-
3. The remaining portion of the 2024 Net Profit that has not been allocated shall be determined as Retained Earnings of
the Company.
Third Agenda
1. Approved the distribution of Share Dividend derived from the Company’s Retained Earnings as of 31 December 2024, in
a maximum amount of Rp.34,928,696,456,- with the following procedure and timeline:
- Cum bonus date in the regular and negotiation markets = 13 June 2025
- Cum bonus date in the cash market = 17 June 2025
- Recording date = 17 June 2025
2. Approved the increase of the Company’s issued and paid-up capital by the amount of new shares issued at a nominal
value of Rp.100,- per share in connection with the distribution of the share dividend, and accordingly to approve the
amendment to Article 4 paragraph 2 of the Company’s Articles of Association to reflect the increase in the issued and
paid-up capital as a result of the share dividend distribution.
3. Determined the Total Cash Dividend to the Shareholders in the amount of Rp.43,650,870,570,- representing 12% of the
Company’s Net Profit for the 2024 financial year attributable to owners of the parent entity, with the following details:
a. An amount of Rp.34,918,696,456,- or Rp.8,- per share has been distributed to the Shareholders as an interim dividend
on 21 November 2024; therefore hereby ratified the actions of the Board of Directors in carrying out the interim
dividend distribution based on the Resolution of Board of Directors dated 23 October 2024, which approved by the
Board of Commissioners on 25 October 2024.
b. The remaining amount of Rp.8,732,174,114,- or Rp.2,- per share shall be distributed as a final cash dividend to the
registered Shareholders which will be determined by the Board of Directors of the Company.
c. With respect to the payment of the remaining dividend for the 2024 financial year, the Company shall withhold
dividend tax in accordance with the prevailing tax regulations.
Fourth Agenda
1. Reappointed and reassigned Public Accountant Tjun Tjun, Registration No. AP.1115, from the Public Accounting Firm
Amir Abadi Jusuf, Aryanto, Mawar & Rekan, or another Public Accountant registered with the Financial Services Authority
as a substitute appointed by the Public Accounting Firm Amir Abadi Jusuf, Aryanto, Mawar & Rekan, in the event that
Public Accountant Tjun Tjun is unable to perform his duties, to audit the Company’s Consolidated Financial Statements
for the financial year ending on 31 December 2025.
2. Granted power and authority to the Board of Commissioners to appoint and determine another Independent Public
Accounting Firm registered with the Financial Services Authority to audit the Company’s Consolidated Financial
Statements for the financial year ending on 31 December 2025 for and on behalf of the interests of the Company, in the
event that for any reason the said Public Accounting Firm Amir Abadi Jusuf, Aryanto, Mawar & Rekan is unable to perform
its duties.
3. Granted power and authority to the Board of Commissioners to determine the honorarium or audit service fees and
other terms and conditions for the said Public Accounting Firm Amir Abadi Jusuf, Aryanto, Mawar & Rekan or other
appointed Independent Public Accounting Firm.
Fifth Agenda
Approved the delegation and granted authority to the Board of Commissioners to:
1. Determine the salary and honorarium along with other allowances for the BOC and authorise the President
Commissioner to determine the distribution among members of Board of Commissioners for 2025 Financial Year.
2. Determine salary, service fees, and other allowances which will be distributed to members of Board of Directors of the
Company for 2025 Financial Year.
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Sixth Agenda
1. Approved the buyback of the Company’s share that has been issued and listed on the Indonesia Stock Exchange in a
maximum amount of USD 3,400,000 including all costs related to the buyback, in accordance with the provisions of the
Financial Services Authority Regulation No. 29 of 2023 concerning the Buyback of Shares Issued by Public Companies.
2. Granted power and authority to the Company’s Board of Commissioners, with the right of substitution to the Board of
Directors, either partially or in whole, to take all necessary actions in connection with the implementation of the
Company’s share buyback, in compliance with the prevailing laws and regulations, such authority to include but not be
limited to the following:
a. To determine the schedule, method of share buyback, and the number of buyback shares by the Company;
b. To determine the buyback price, provided that such price complies with applicable laws and regulations, and to
allocate the required buyback funds;
c. To sign all documents related to the implementation of the Company’s share buyback;
d. To discontinue the share buyback process at the discretion of the Board of Directors;
e. To carry out all actions necessary and/or required and/or deemed appropriate by the Board of Directors in relation
to and for the purpose of the share buyback, including the transfer of treasury shares, subject to compliance with the
applicable laws and regulations.
Seventh Agenda
Approved:
1. To reappoint Mr. Jonathan Jochanan as President Commissioner concurrently serves as Independent Commissioner of
the Company for tenure of 5 years since the closing of this Meeting up to the closing of the Annual General Meeting of
Shareholders in 2030.
2. To reappoint Mr. Sugiman Layanto as Managing Director of the Company for tenure of 5 years since the closing of this
Meeting up to the closing of the Annual General Meeting of Shareholders in 2030.
3. To reappoint Mrs. Nely Layanto as Director of the Company for tenure of 5 years since the closing of this Meeting up to
the closing of the Annual General Meeting of Shareholders in 2030.
4. To authorise the Board of Directors of the Company with substitution rights to restate the Resolution of the Meeting
related to this reappointment of Board of Commissioner and Board of Directors into a separate Notarial Deed, including
but not limited to notifying the changes to Minister of Law of the Republic of Indonesia and to register such to other
governmental authorities.
Therefore, since the closing of the Meeting, the composition of the Board of Commissioners and Board of Directors of the
Company shall be as follows:
Board Of Commissioners
President Commissioner and Independent Commissioner : Mr. Jonathan Jochanan
Independent Commissioner : Mr. Sim Idrus Munandar
Commissioner : Mr. John Stuart Anderson Slack
Board Of Directors
Managing Director : Mr. Sugiman Layanto
Director : Mrs. Nely Layanto
Director : Mr. Janto Lili
Director : Mr. Muhamad Shanie Mubarak
Eighth Agenda
1. Granted power and authority to the Board of Directors of the Company to determine and implement all matters related
to the distribution and payment of the remaining Cash Dividend for the 2024 financial year, including but not limited to
determine the recording date for identifying shareholders entitled to receive the remaining Cash Dividend for the 2024
financial year, determining the payment date of such remaining Cash Dividend, and addressing other technical matters
in accordance with the prevailing regulations.
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2. Granted power and authority to the Board of Commissioners of the Company with substitution rights to the Board of
Directors of the Company, to determine procedure and mechanism for the distribution of Share Dividend which shall be
carried out in accordance with the provisions of Financial Services Authority Regulation No. 27/2020.
3. Granted power and authority to the Board of Commissioners of the Company with substitution rights, to take all
necessary actions in connection with the increase of the Company’s issued and paid-up capital related to the distribution
of Share Dividend for the 2024 financial year, including but not limited to:
a. To amend Article 4 paragraph 2 of the Company’s Articles of Association and taking all actions deemed necessary
to implement the resolutions of the Third Agenda of the Meeting, including the authority to restate the resolutions
of the Meeting in a notarial deed and subsequently notify the amendment to the Company’s Articles of Association
to the Ministry of Law of the Republic of Indonesia;
b. To carry out all actions necessary in relation to the distribution of Share Dividend, including but not limited to: (i)
registering the Company’s shares, which have been duly issued and fully paid-up in Indonesia Stock Exchange in
accordance with applicable capital market regulations; and (ii) registering the Company’s shares in the Collective
Custody in accordance with the regulations of the Indonesian Central Securities Depository and other prevailing
capital market laws and regulations.
Jakarta, 4 June 2025
Board of Directors of the Company
Names mentioned 14 people and organisations named in the text · linked when the evidence is strong
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Mawar & Rekan
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Financial Services Authority
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Indonesia Stock Exchange
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Minister of Law
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Jonathan Jochanan Independent
· President Commissioner
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John Stuart Anderson Slack
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Muhamad Shanie Mubarak Eighth
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Ministry of Law
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