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20250604_WTON_Ringkasan Risalah//Risalah RUPS_31892184_lamp2.pdf
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Page 1
ANNOUNCEMENT
SUMMARY OF MINUTES OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
AND
SCHEDULE & TERMS OF PAYMENT OF CASH DIVIDEND FOR THE FISCAL YEAR 2024
PT WIJAYA KARYA BETON Tbk.
The Board of Directors of PT Wijaya Karya Beton Tbk, domiciled in East Jakarta City hereby notifies that on Monday, June 2 2025 at
WIKA Tower 2, Jalan D.I. Panjaitan Lot 9-10, East Jakarta 13340, has held the Annual General Meeting of Shareholders for the Fiscal
Year 2024 (hereinafter referred to as the Meeting) of PT Wijaya Karya Beton Tbk. (hereinafter referred to as the Company).
The meeting opened at 14.53 WIB. The meeting was attended by the Company's Board of Commissioners and Directors, namely:
A. The Company's Board of Commissioners & Directors present at the Meeting
Board of Commissioners Directors
President Commissioner : Mr. Eko Sujiyanto President Director : Mr. Kuntjara
Commissioner : Mr. R. Permadi Mulajaya Director of Finance, Human Capital & : Mr. Syailendra Ogan
Risk Management
Commissioner : Mr. Miftachul Munir Director of Marketing & Development : Mr. Rija Judaswara
Independent Commissioner : Mr. Iswandi Imran Director of Operations and : Mr. Agus Pramono
Supply Chain Management
Independent Commissioner : Mrs. Nita Prihutaminingrum Director of Engineering & Production : Mr. Verly Widiantoro
B. Quorum of Attendance of Shareholders
The Meeting was attended by 6,149,377,624 shareholders or authorized shareholders of the Company, or 70,557% of all issued
and fully paid shares in the Company.
C. Meeting Agenda
The agenda of the Meeting is as follows:
1. Approval of the Company's Annual Report including the Board of Commissioners' Supervisory Duties Report for the 2024
Fiscal Year, as well as Ratification of the Company's Consolidated Financial Report for the Fiscal Year ending 31 December
2024 as well as Providing Full Repayment and Release of Liability (volledig acquit et de charge) to the Directors regarding
the actions of the Company's management and the Board of Commissioners regarding the company's supervisory actions
that have been carried out during the 2024 financial year;
2. Determination of the Use of the Company's Net Profit for the 2024 Financial Year;
3. Determination of the Appointment of a Public Accounting Firm (KAP) to Audit the Company's Financial Report for the 2025
Financial Year;
4. Determination of Salary/Honorarium, Allowances and Other Facilities for 2025 and Tantiem for Performance in 2024 for the
Company's Directors and Board of Commissioners;
5. Approval of the changes in the composition of the Company's Board of Directors and/or Board of Commissioners.
The explanation of the agenda of the Meeting is as follows:
1. The 1st to 4th Meeting Agenda are routine agenda items and must be submitted by the Board of Directors at the Company's
AGMS. This is in accordance with the provisions in the Company's Articles of Association.
2. The 5th Meeting Agenda relates to the end of the term of office of the Company's Independent Commissioners and proposals
from the Majority Shareholders regarding changes to the composition of the Company's Board of Directors.
D. Opportunity for Questions and Answers
Before making a decision, the Chairman of the Meeting provides the opportunity for Shareholders or Shareholder Proxies to ask
questions and/or provide opinions on each Meeting Agenda. For Agenda Item 1, there were responses given, while for Agenda
Items 2 to 5, there were no Shareholders or proxies who raised questions or opinions.
E. Decision Making Mechanism
All decisions of the Meeting are taken based on deliberation for consensus. In the event that a Shareholder or Shareholder's Proxy
does not approve or vote for abstention, the decision will be taken by voting.
Page 2
F. Decisions of the Meeting
The resolutions of the Company's Meetings are as follows:
The First Agenda of Meeting
Total number of None of the Shareholders asked questions.
Shareholders
delivering
questions
Voting Results Agree Abstain Disagree
6,146,494,149 shares 2,805,975 shares 77,500 shares
99.953% of the attending parties 0.046% of the attending parties 0.001% of the attending parties
Results of the 1. Approving the Company's Annual Report, including the Supervisory Board's Report, and the
First Meeting Company's Consolidated Financial Statements for the fiscal year 2024 ending on December 31, 2024.
2. Ratifying the Company's Consolidated Financial Statements for the fiscal year 2024 ending on
December 31, 2024, which have been audited by the Public Accounting Firm (KAP) Amir Abadi Jusuf,
Aryanto, Mawar & Partners (RSM Indonesia) in accordance with Report Number
00248/2.1030/AU.1/04/1680-4/1/III/2025 dated March 20, 2025, with an opinion of "Fair in All Material
Respects".
3. Granting full settlement and release of liability (volledig acquit et de charge) to all members of the
Board of Directors for their management actions of the Company and to all members of the Board of
Commissioners for their supervisory actions of the Company conducted during the Financial Year
2024 ending on December 31, 2024, as long as those actions are not criminal acts and are reflected
in the aforementioned report.
The Second Agenda of Meeting
Total number of None of the Shareholders asked questions.
Shareholders
delivering
questions
Voting Results Agree Abstain Disagree
6,146,494,149 shares 2,805,975 shares 77,500 shares
99.953% of the attending parties 0.046% of the attending parties 0.001% of the attending parties
Results of the
Second Meeting 1. Establish the use of Net Income attributable to the Owners of the Parent Company for the fiscal year
ending on December 31, 2024, amounting to Rp65,004,281,962,- (Sixty-Five Billion Four Million Two
Hundred Eighty-One Thousand Nine Hundred Sixty-Two Rupiah) as follows:
a. 10% (Ten Percent) of Net Profit or Rp6,536,599,950,- (Six Billion Five Hundred Thirty-Six Million
Five Hundred Ninety-Nine Thousand Nine Hundred Fifty Rupiah) is determined as Cash Dividends
to Shareholders or the amount IDR 0.75,- (Zero Point Seventy Five) per share.
b. 90% (Ninety Percent) of Net Profit or Rp 58,467,682,012,- (Fifty-Eight Billion Four Hundred Sixty-
Seven Million Six Hundred Eighty-Two Thousand Twelve Rupiah) is designated as other reserves.
2. Granting authority and power to the Board of Directors with substitution rights to further regulate the
procedures and implementation of cash dividend distribution in accordance with applicable
regulations, including rounding for dividend payments per share.
The Third Agenda of Meeting
Total number of None of the Shareholders asked questions.
Shareholders
delivering
questions
Voting Results Agree Abstain Disagree
6,146,494,149 shares 2,883,475 shares None of the shareholders voted
99.953% of the attending parties 0.047% of the attending parties Disagree
Results of the
Third Meeting 1. Approving the appointment of a Public Accountant at the Public Accounting Firm Amir Abadi Jusuf,
Aryanto, Mawar, & Partners (RSM Indonesia) who will audit the Company’s Consolidated Financial
Statements, as well as other Reports for the Fiscal Year 2025;
2. Granting authority and power to the Board of Commissioners of the Company, with prior written
approval from the Majority Shareholders to:
a. The appointment of a Public Accountant and/or Public Accounting Firm to audit the Company's
consolidated financial statements for other periods in the fiscal year 2025 for the purposes and
interests of the Company; and
b. The determination of audit fees and other requirements for the Public Accountant and/or the
Public Accounting Firm, as well as appointing a substitute Public Accountant and/or Public
Accounting Firm in the event that the Public Accountant and/or the Public Accounting Firm Amir
Abadi Jusuf, Aryanto, Mawar, & Partners (RSM Indonesia), for any reason, is unable to
complete the audit services for the Company’s Consolidated Financial Statements and/or other
periods in the Fiscal Year 2025, including setting the audit fees and other requirements for
Public Accountant and/or Public Accounting Firm substitution.
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The Fourth Agenda of Meeting
Total number of None of the Shareholders asked questions.
Shareholders
delivering
questions
Voting Results Agree Abstain Disagree
6,146,479,149 shares 2,805,975 shares 92,500 shares
99.953% of the attending parties 0.046% of the attending parties 0.001% of the attending parties
Results of the 1. Approving the granting of power and authority to the Majority Shareholder to determine for the
Fourth Meeting members of the Board of Commissioners:
a. Bonuses/Performance Incentives/Special Incentives based on performance for the Fiscal Year
2024, in accordance with applicable regulations; and
b. Honorarium along with Facilities and Allowances for the Fiscal Year 2025.
2. Approving the granting of power and authority to the Board of Commissioners, with prior written
approval from the Majority Shareholder, to determine for the members of the Board of Directors:
a. Bonuses/Performance Incentives/Special Incentives based on performance for the Fiscal Year
2024, in accordance with applicable regulations; and
b. Salary along with Facilities and Allowances for the Fiscal Year 2025.
The Fifth Agenda of Meeting
Total number of None of the Shareholders asked questions.
Shareholders
delivering
questions
Voting Results Agree Abstain Disagree
6.146.571.649 shares 2,805,975 shares None of the shareholders voted
99.954% of the attending parties 0.046% of the attending parties Disagree
Results of the 1. Dismiss with honor the names below as the Commissioner of the Company:
Fifth Meeting a. Mr. Eko Sujiyanto as President Commissioner
b. Mr. R. Permadi Mulajaya as Commissioner
c. Mr. Miftachul Munir as Commissioner
d. Mrs. Nita Prihutaminingrum as Independent Commissioner
e. Mr. Iswandi Imran as Independent Commissioner
2. To appoint the following names as the Board of Commissioners and the Board of Directors of the
Company as follows:
a. Mr. Wilan Oktavian as President Commissioner;
b. Mr. Tjia Marwan as Commissioner;
c. Mr. Dwi Gawan Islandhi H.B. as Independent Commissioner.
3. For members of the Board of Commissioners of the Company who will be appointed as mentioned in
point 2 and are still holding other positions that are prohibited by legislation to be held concurrently
with the position of the Board of Commissioners of the Subsidiary State-Owned Enterprise, then the
person in question must resign or be dismissed from those positions.
4. With the dismissal and appointment of members of the Board of Commissioners as mentioned above,
the composition of the Company's Board of Commissioners and Directors is as follows:
Board of Commissioners:
a. Mr. Wilan Oktavian as President Commissioner;
b. Mr. Tjia Marwan as Commissioner;
c. Mr. Dwi Gawan Islandhi H.B. as Independent Commissioner.
Board of Directors:
a. Mr. Kuntjara as President Director;
b. Mr. Rija Judaswara as Director of Marketing and Development;
c. Mr. Agus Pramono as Director of Operations and Supply Chain Management;
d. Mr. Syailendra Ogan as Director of Finance, Human Capital and Risk Management;
e. Mr. Verly Widiantoro as Director of Engineering and Production.
5. Granting power and authority to the President Director or other Directors of the Company with the right
of substitution to carry out all necessary actions related to the decisions on this agenda in accordance
with applicable laws and regulations, including to declare in a separate Notarial Deed and notify the
composition of the Company's Board of Directors and Board of Commissioners to the Ministry of Law
and Human Rights in accordance with applicable regulations.
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The Company's Meeting closed at 16.11 WIB.
G. Schedule and Terms of Payment of Cash Dividend for the Fiscal Year 2024
In accordance with the decision on the Second Meeting Agenda, it is hereby notified that the Company has determined a cash
dividend from the Net Profit Attribution of Owners of the Company's Parent Entity for the Financial Year ending on 31 December
2024 amounting to Rp6,536,599,950,- (Six Billion Five Hundred Thirty-Six Million Five Hundred Ninety-Nine Thousand Nine
Hundred Fifty Rupiah) to be distributed to Shareholders so that the Cash Dividend to be paid is Rp0.75,- (Zero Point Seventy
Five) per share which will be distributed to the Company's Shareholders according to the schedule and procedure the following
way:
1. Schedule :
NO DESCRIPTION DATE
End of Stock Trading Period with the Dividend Right (Cum Dividen)
1 • Regular Market and Negotiation 12 June 2025
• Cash Market 16 June 2025
Early Stock Trading Period with the Dividend Right (Ex Dividen)
2 • Regular Market and Negotiation 13 June 2025
• Cash Market 17 June 2025
3 Date of Register of Shareholders entitling to have the Dividend (Recording Date) 16 June 2025
4 Date of Cash Dividend Payment for the Fiscal Year 2022 4 July 2025
2. Terms of Payment of Cash Dividend:
a. Cash dividends will be distributed to shareholders whose names are recorded in the Company's Register of Shareholders
("DPS") or recording date on June 16, 2025 and/or owners of company shares in securities sub-accounts at PT Kustodian
Sentral Efek Indonesia ("KSEI") on closing of trading on the Indonesia Stock Exchange on June 16, 2025.
b. For Shareholders whose shares are deposited in KSEI's collective custody, cash dividend payments will be made through
KSEI and will be distributed on July 4, 2025 into the Customer Fund Account (RDN) at the Securities company and/or
Custodian Bank where the Shareholders open a securities account. Meanwhile, for Shareholders whose shares are not
included in KSEI's collective custody, the cash dividend payment will be transferred to the Shareholders' account.
c. The cash dividend will be taxed in accordance with the applicable tax laws and regulations.
d. Based on the applicable tax laws and regulations, the cash dividend will be excluded from the tax object if it is received by
the shareholders of the domestic corporate taxpayer (“WP Badan DN”) and the Company does not deduct Income Tax on
the cash dividends paid to the Domestic Entity Taxpayer. the. Cash dividends received by shareholders of domestic
individual taxpayers (“WPOP DN”) will be excluded from the tax object as long as the dividends are invested in the territory
of the Unitary State of the Republic of Indonesia. For WPOP DN that does not meet the investment provisions as mentioned
above, the dividends received by the person concerned will be subject to income tax ("PPh") in accordance with the
applicable laws and regulations, and the PPh must be paid by the WPOP DN concerned in accordance with with the
provisions of Government Regulation no. 9 of 2021 concerning Tax Treatment to Support the Ease of Doing Business.
e. Shareholders can obtain confirmation of dividend payments through securities companies and or custodian banks where
shareholders open securities accounts, then shareholders must be responsible for reporting dividend receipts referred to in
tax reporting for the tax year concerned in accordance with the applicable tax laws and regulations.
f. Shareholders who are Overseas Taxpayers whose tax withholding will use a rate based on the Double Taxation Avoidance
Agreement ("P3B") 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 and submitting proof of record or receipt
of DGT/SKD that has been uploaded to the website of the Directorate General of Taxes, in accordance with the rules and
regulations stipulated by KSEI, without the said document, cash dividends The amount paid will be subject to Article 26
Income Tax of 20%.
Jakarta, 4 June 2024
PT Wijaya Karya Beton Tbk.
DIRECTORS
Names mentioned 22 people and organisations named in the text · linked when the evidence is strong
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Syailendra Ogan Risk Management
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Rija Judaswara Independent
p.1 ×3
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Agus Pramono Supply Chain Management Independent
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Verly Widiantoro B. Quorum
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Mawar & Partners
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Ministry of Law and Human Rights
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PT Kustodian Sentral Efek Indonesia
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Indonesia Stock Exchange
p.4
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Directorate General of Taxes
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