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20250604_UNVR_Ringkasan Risalah//Risalah RUPS_31892332_lamp2.pdf
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THE SUMMARY OF MINUTES OF
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT UNILEVER INDONESIA Tbk
To comply with the provisions of article 49 paragraph (1) Jo Article 51 paragraph (2) of
regulation of the Financial Services Authority number 15/POJK.04/2020 regarding The Plan
and the Implementation of the General Meeting of Shareholders of Public Company ("POJK
15/2020"), PT Unilever Indonesia Tbk, the company established under the legislation of the
Republic of Indonesia, domiciled in Tangerang District and its headquarter at Grha Unilever,
Green Office Park Kav 3, Jalan BSD Boulevard West, BSD City, Tangerang, Banten, 15345
("the Company") hereby announce The Summary of Minutes of The Annual General Meeting
of Shareholders ("Meeting").
Summary of minutes of this Meeting contains information in accordance with the provisions
of article 51 paragraph (1) of POJK 15/2020 as follows:
A. Meeting date, venue of Meeting, time of Meeting and agenda item of the Meeting
The date of the Meeting: Tuesday 3rd June 2025 and the venue was at Grha Unilever, Green
Office Park Kav. 3, Jalan BSD Boulevard West, BSD City, Tangerang, Banten 15345.
Meeting time: 10.47 WIB to 11.51 WIB
Meeting Agenda:
1. Ratification on the Financial Statements of the Company and Approval on the
Annual Report of the Company including the report on the supervisory duties of the
Board of Commissioners of the Company for the fiscal year ended on 31st December
2024.
2. Determination of the appropriation of the profit of the Company for the fiscal year
ended on 31st December 2024.
3. Approval of the proposal on the designation of a Public Accountant and/or Public
Accounting Office to audit the books of the Company for the fiscal year ending on
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31st December 2025 and determination of the honorarium, and other terms of their
designation.
4. Determination of remuneration of the members of the Board of Commissioners of
the Company for the fiscal year ended on 31st December 2025.
B. Attendance of the Members of Board of Directors and Board of Commissioners of the
Company
Physical attendance:
The Board of Commissioners:
President Commissioner : Mr. Sanjiv Mehta
Independent Commissioner : Mr. Alexander Rusli;
Independent Commissioner : Mr. Alissa Wahid;
Independent Commissioner : Mrs. Debora Herawati Sadrach;
Independent Commissioner : Mr. Mohamad Fauzi M Ichsan; and
Independent Commissioner : Mr. Ignasius Jonan.
The Board of Directors:
Presiden Director : Mr. Benjie Yap;
Director : Mr. Alejandro Meinardo Jr Santos Concha;
Director : Mrs. Enny Hartati
Director : Mr. Neeraj Lal;
Director : Mrs. Vandana Suri; and
Director : Mr. Willy Saelan.
C. The amount of share with a valid voting right which present or represented during
the Meeting and the percentage from the entire share issued by the Company which
is in the amount of 38.150.000.000 shares are as follow:
Number of shares Percentage
34.916.795.138 91,525%
D. The opportunity to raise question and/or opinion on the agenda of the Meeting
At the end of the discussion of the Meeting, the Chairman of the Meeting has provided
the opportunity for shareholders or their proxies who are present in the Meeting both
physically and electronically to raise questions and/or provide opinions. In the Meeting
there were 8 (eight) shareholders or their proxy who raised any question and/or opinion.
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E. Voting mechanism in the Meeting
In accordance with the provisions of Article 15 paragraph 8 of the Articles of Association
of the Company, the decision submitted for all agenda of the Meeting must be taken
based on deliberation for consensus. If no consensus can be reached, then the decision
of the Meeting must be taken 1/2 (one-half) part of the number of validly issued votes in
the Meeting. Decisions for all agenda items of the Meeting are taken based on closed
voting and unbundling.
The proposed resolutions for all of Agenda of the Meeting had been validly approved
through a voting mechanism, with the result as set out in part F below.
F. Voting Result of the Meeting.
The votes cast in the voting for decision of all Agenda of the Meeting have been
calculated and validated by an independent party, namely Mr. Syarifudin, S.H., a Notary,
with a percentage of the number of shares whose holders are present or represented at
the Meeting shown in the table as follows:
(i) voting of the first agenda of the Meeting
Agenda Consenting Dissenting Abstain
Ratification of the 34,827,702,983 1,044,200 88,047,955
Company's shares shares shares
Financial representing representing representing
Statements and 99,745% 0,003% 0,252%
Approval of the
Company's Annual
Report including a
report on the
implementation of
supervisory duties
by the Company's
Board of
Commissioners for
the fiscal year
ended on 31st
December 2024.
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(ii) voting of the second agenda of the Meeting
Agenda Consenting Dissenting Abstain
Determination of 34,837,509,458 2,419,425 shares 76,866,255 shares
the use of the shares representing representing representing
company's Profit 99,772% 0,007% 0,220%
for the fiscal year
ended on 31st
December 2024.
(iii) voting of the third agenda of the Meeting
Agenda Consenting Dissenting Abstain
Approval of the 34,834,308,135 5,669,148 shares 76,817,855 shares
appointment of a shares representing representing representing
Public Accountant 99,763% 0,016% 0,220%
and/or Public
Accounting Firm to
audit the
Company's books
for the fiscal year
ended on 31st
December 2025
and the
determination of
honorarium, as
well as other
requirements for
the appointment.
(iv) voting of the fourth agenda of the Meeting
Agenda Consenting Dissenting Abstain
Determination of 34,835,632,506 4,704,977 shares 76,457,655 shares
the remuneration shares representing representing representing
of the members of 99,767% 0,013% 0,218%
the Board of
Commissioners of
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the Company for
the fiscal year
ended on 31st
December 2025.
*In accordance with POJK No. 15/2020, shareholders with valid voting rights who are present
at the Meeting but do not cast a vote (abstain) shall be deemed to have cast the same vote
as the majority of shareholders who did vote.
G. Resolutions of the Meeting
G.1 First Agenda of the Meeting
1 To approve ratification on the Financial Statements of the Company and Approval
on the Annual Report of the Company including the report on the supervisory duties
of the Board of Commissioners of the Company for the Fiscal Year ended on 31st
December 2024.
G.2 Second Agenda of the Meeting
1. Distributing the final dividend from net profit from the end of the Fiscal Year dated
31st December 2024 which is IDR 47.00 (forty seven Indonesian Rupiah) per share or
the whole total of IDR 1,793,050,000,000.00 (one trillion seven hundred ninety three
billion fifty million Indonesian Rupiah) (“Final Dividend”), to the
shareholders/owners of 38.150.000.000 (thirty eight billion one hundred and fifty
million) Company Shares whose names are recorded in the Company Shareholders’
List on 17 June 2025 at 16:00 Western Indonesia Time (“Shareholders Who Have the
Right”), by paying attention to the regulations stipulated in PT Bursa Efek Indonesia
(Indonesia Stock Exchange) to trade the shares in the Indonesia Stock Exchange,
bearing in mind that the Company shares that are placed collectively by the listed
Shareholders, to trade the shares in the Indonesia Stock Exchange, bearing in mind
that the Company shares that are collaboratively placed, with the following terms
applied:
- Cum Dividend in the Regular & Negotiated Market on 13 June 2025;
- Ex Dividend in the Regular & Negotiated Market on 16 June 2025;
- Cum Dividend in the Cash Market on 17 June 2025; and
- Ex Dividend in the Cash Market on 18 June 2025.
2. Validation of interim dividend shares for the 2024 Fiscal Year from net profits of the
Company that ends on 31st December 2024 as much as IDR 41.00 (forty one
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Indonesian Rupiah) per share or the overall sum of IDR 1,564,150,000,000.00 (one trillion five hundred sixty four billion one hundred fifty million Indonesian Rupiah) of shareholders/owners of 38.150.000.000 (thirty eight billion one hundred and fifty million), of Company shares whose names are listed in the Company Shareholder List on 6th December 2024 at 16:00 Western Indonesia Time and payment has been executed on 19th December 2024. Therefore, the Company dividend that will be received by the Company Shareholders for the end of the Fiscal Year on 31st December 2024 will be IDR 88 (eighty-eight Indonesian Rupiah) per share or the total amount of IDR 3,357,200,000,000.00 (three trillion three hundred fifty sevenfifty-seven billion two hundred million Rupiah). Payment of Final Dividend to the Shareholders Who Have the Right, will be paid on 2 July 2025. Shareholders Who Have the Right but whose shares have not been placed collectively into the Securities Depository Services (PT Kustodian Sentral Efek Indonesia - KSEI), the payment of the Final Dividend will occur when the book-entry settlement (bank transfer) has been implemented to each of the Shareholders Who Have the Right. For the implementation of book-entry settlement, the Shareholders Who Have the Right to shares that have not been placed collectively at KSEI are asked to inform the name of their banks and account numbers which is, in their name (Shareholders who have the Right), in writing to the Bureau of Securities Administration (Biro Administrasi Efek Perseroan - BAE), PT Sharestar Indonesia, with the address of SOPO DEL Office Tower & Lifestyle Tower B Lantai 18, Jl. Mega Kuningan Barat III, Lot 10.1-6, Kawasan Mega Kuningan, Jakarta Selatan 12950 or to the Shareholder with the latest date of 2 July 2025 at 16:00 Western Indonesia Time. For Shareholders who have the Right whose shares have been placed collectively at KSEI, the Final Dividen will be distributed/transferred through the shareholders’ bank account of KSEI according to the procedural rules of the policies in place. Dividen Taxes will be implemented for the Final Dividen distribution according to the valid polices in place and will be withheld by the Company. Shareholders who are Domestic Tax Payers in the form of Legal Entity, are required to convey their Tax Payment Identification Number (NPWP) to the KSEI, with the address of Gedung Bursa Efek Indonesia, Tower I Lt. 5 Jl. Jend. Sudirman Lot 52-53 Jakarta 12190 or to the Biro Administrasi Efek Perseroan (Bureau of Securities
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Administration), PT Sharestar Indonesia, on 2nd July 2025 up to 16:00 Western
Indonesia Time at the latest.
Shareholders who are Foreign Tax Payers and require exemption or Income Tax Tarif
Deduction– Paragraph 26 (PPh Pasal 26), should be Tax Payers of a “Treaty Country
Partner”, with the following Terms and Conditions:
(i) If the Shareholder’s shares in the Company is not included in the collective
placement at the KSEI, the Shareholders should disperse the original Certificate
of Domicile or photocopy of the Certificate of Domicile that has been legalized
by the Biro Administrasi Efek Perseroan (Bureau of Securities Administration),
which is PT Sharestar Indonesia; and
(ii) If the shares of the Shareholder in the Company has been entered into the
collective placement at KSEI, the Shareholder will therefore, need to handover
their Certificate of Domicile or photocopy of the Certificate of Domicile that has
been legalized by KSEI, through a participant that has been appointed by the
Foreign Shareholder.
The handover of the Certificate of Domicile should be implemented on 2nd July 2025
up to 16:00 Western Indonesia Time at the latest.
3. Giving the authority to the Company Directors to implement the Final Dividen
distribution and for this reason alone, will implement all actions needed including
but not limited to announcing the distribution of the said Final Dividen to the
Company’s website.
4. Determine the remaining profit balance that has not been placed as reserve by the
Company after payment of the said Final Dividen above has been made, and has
been recorded as the Company profit balance that has not be made as reserve for
the next Fiscal Year.
G.3 Third Agenda of the Meeting
1. to appoint the Public Accountant of Kartika Singodimejo, licensed as Public
Accountant No.AP.0847 and Public Accountant Office Siddharta Widjaja & Partner,
member of the KPMG Firm, each as the Public Accountant and Public Accountant
Office to audit the Company Books for end of the Fiscal Year on 31 st December 2025.
2. giving authority to the Board of Commissioners to determine the honorarium for the
Public Accountant and Public Accountant Office as well as other Terms and
Conditions that has been delivered.
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G.4 Fourth Agenda of the Meeting
1. Approved the salary adjustments and benefits for the Members of the Board of
Commissioners by increasing no more than 5% (five percent) from the sum of salary
and benefits from 2024, and giving the full power of attorney to the Company
President of Commissioner to determine in detail on allocation of the division for
each member of the Company’s Board of Commissioners.
2. To grant power of attorney to the Company’s Board of Directors and/or Mr. Enrico
Sihotang, private individual, whether jointly or severally, to:
a. Declare, in whole or in part, the decisions taken for the agenda items of this
Meeting before a Notary in Indonesian and/or English;
b. Perform all acts necessary for the foregoing purposes, without any
exception.
c. This power is granted under the following conditions: • This power is granted
with the right of substitution, allowing it to be delegated to another party;
- This power shall be valid from the closing of this Meeting until the
objectives of the power have been achieved; and
- This Meeting agrees to ratify all actions taken by the recipient of this
power pursuant to this power.
Hereby the Summary of Minutes has been prepared pursuant to the provision of Article 49
paragraph (1) jo Article 51 paragraph (2) of POJK No. 15/2020.
Tangerang, 3 June 2025
The Board of Directors of the Company
Names mentioned 20 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1
unresolved
person
Sanjiv Mehta Independent
p.2
unresolved
person
Alissa Wahid
p.2
unresolved
person
Debora Herawati Sadrach
p.2
unresolved
person
Benjie Yap
p.2
unresolved
person
Alejandro Meinardo Jr Santos Concha
p.2
unresolved
person
Enny Hartati
p.2
unresolved
person
Neeraj Lal
p.2
unresolved
person
Vandana Suri
p.2
unresolved
org
Indonesia Stock Exchange
p.5 ×3
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.6
unresolved
org
PT Sharestar Indonesia
p.6 ×3
unresolved
person
Enrico Sihotang
p.8
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