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20250526_DOID_Ringkasan Risalah//Risalah RUPS_31889331_lamp2.pdf
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Page 1
SUMMARY OF MINUTES
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS AND
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT BUMA INTERNASIONAL GRUP TBK
In compliance with the Financial Services Authority Regulation No. 15/POJK.04/2020 concerning the Plan and
Implementation of General Meeting of Shareholders of Public Limited Company (“POJK 15”), the Board of Directors of PT
BUMA Internasional Grup Tbk (the “Company”), domiciled in South Jakarta, hereby announces that the Company has
convened its Extraordinary General Meeting of Shareholders of the Company (“Extraordinary GMS”) and Annual General
Meeting of Shareholders (“Annual GMS”) (hereinafter collectively referred to as the “Meeting”) on Thursday, May 22,
2025 at Pacific Century Place, Function Room B, Level B1, SCBD Lot 10, Jl. Jend. Sudirman Kav 52-53, Jakarta Selatan 12190
(hereinafter collectively referred to as the “Meeting”), which were conducted physically and electronically through
eASY.KSEI facility provided by PT Kustodian Sentral Efek Indonesia (“KSEI”).
A. The Extraordinary GMS was convened from 2.11 pm to 2.25 pm Western Indonesian Time
I. Members of the Company’s Board of Commissioners and Board of Directors who were present at the
Extraordinary GMS:
Board of Commissioners:
- President Commissioner and
Independent Commissioner : Hamid Awaluddin
- Independent Commissioner : Nurdin Zainal
- Commissioner : Ashish Gupta*
- Commissioner : Dian Sofia Andyasuri*
Board of Directors:
- President Director : Ronald Sutardja
- Director : Iwan Fuad Salim
- Director : Dian Paramita
*present through video conference
II. Attendance Quorum at the Extraordinary GMS
- That pursuant to Article 27 paragraph (1) letter a of the Company's Articles of Association, the Meeting shall be
valid and may be convened if attended by shareholders/their proxies representing more than 2/3 (two-thirds) of
the total number of shares with valid voting rights issued by the Company for the entire Agenda of the
Extraordinary GMS.
- That the Extraordinary GMS was attended by shareholders/their proxies totaling 5,660,120,658 shares,
representing 76.313% of 7,416,999,732 shares which constitute all shares with valid voting rights issued by the
Company up to the recording date after deducting 234,007,400 shares resulting from the Company's shares
buyback or treasury shares.
- That the attendance quorum requirement for holding the Extraordinary GMS has been complied, and therefore
the Meeting can be carried on and is entitled to adopt legally binding resolutions.
III. The Opportunity to Raise Question or to Give Opinion
- That every shareholder/proxy who was physically or virtually present was given the opportunity to ask questions
and/or give opinions related to each Agenda of the Extraordinary GMS.
- That none of the shareholder/ proxy asked questions for the entire Agenda of the Extraordinary GMS.
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IV. The Resolution’s Mechanism Adopted in the Extraodinary GMS
- Resolutions of the Extraordinary GMS shall be adopted based on deliberation for consensus. If deliberation for
consensus is not achieved, then voting will be conducted.
- Voting shall be carried out by submitting voting cards for shareholders present at the Meeting and
electronically (e-Voting) through eASY.KSEI for shareholders attending virtually.
- If there is no dissenting votes and no abstentions, the resolutions of the Meeting are deemed approved based
on deliberation to reach a consensus. If there are dissenting votes or abstentions, the decision shall be made
through voting.
- In accordance with article 47 of POJK 15 and article 24 paragraph (6) of the Company's Articles of Association,
abstentions are considered casting the same vote as the majority of votes.
V. The Extraordinary GMS Agenda
1. Approval of the amendment to the Company's Articles of Association.
VI. The Extraordinary GMS Resolutions
First Agenda
Number of None
question/opinion
Voting Result Affirmative Abstain Non-Affirmative Voting Result
The Meeting is approved 5,649,396,458 10,724,200 shares or 0 5,660,120,658
by majority votes shares or 99.811% 0.189% of the total shares or 100% of
of the total authorized shares the total authorized
authorized shares present at the shares present at
present at the Meeting. the Meeting.
Meeting.
The Resolutions: 1. Approved the amendment of article 11 paragraph (5) of the Company's Articles
of Association by adding the following provisions: (1) the terms of office of
members of the board of directors shall be valid until the closing of the third year
of the Annual GMS, and (2) the term of office for members of the board of
directors appointed to fill vacancies due to replacement shall be for 3 (three)
years, unless otherwise determined by the GMS.
2. Approved the amendment of article 14 paragraph (4) of the Company's Articles
of Association by adding the provision that the term of office for members of the
board of commissioners shall be valid until the closing of the fifth year of the
Annual GMS.
3. Approved the amendment of article 14 paragraph (7) of the Company's Articles
of Association by adding the term of office for members of the board of
commissioners appointed to fill vacancies due to replacement shall be for 5 (five)
years, unless otherwise determined by the GMS.
4. Approved the granting of authority and power with the right of substitution to the
Board of Directors of the Company to take all necessary actions in connection with
the amendments to the provisions of the Company's Articles of Association as
submitted in this Meeting and reaffirm the provisions of article 11 and article 14 of
the Company's Articles of Association in connection with such amendments, so that
they become part of the Company's Articles of Association with other provisions
remains unchanged, including but not limited to making or requesting to be made
and signing amendments and rearranging the Company's Articles of Association in
a separate Notarial deed and notifying the Minister of Law of the Republic of
Indonesia of such amendments, as well as undertaking any and all necessary
actions required by applicable laws and regulations.
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B. The Annual GMS was convened from 2.30 pm to 15.37 pm Western Indonesian Time.
I. Member of the Company’s Board of Commissioners and Board of Directors who were present at the Annual GMS:
Board of Commissioners:
- President Commissioner and
Independent Commissioner : Hamid Awaluddin
- Independent Commissioner : Nurdin Zainal
- Commissioner : Ashish Gupta*
- Commissioner : Dian Sofia Andyasuri*
Board of Directors:
- President Director : Ronald Sutardja
- Director : Iwan Fuad Salim
- Director : Dian Paramita
*present through video conference
II. Attendance Quorum at the Annual Extraordinary GMS
- That pursuant to Article 24 paragraph (1) letter a of the Company's Articles of Association, the Meeting shall be
valid and may be convened if attended by shareholders/their proxies representing more than 1/2 (half) of the
total number of shares with valid voting rights issued by the Company for the entire Agenda of the Annual GMS.
- That the Annual GMS was attended by shareholders/their proxies totaling 5,660,190,858 shares representing
76.314% of 7,416,999,732 shares which constitute all shares with valid voting rights issued by the Company up
to the recording date after deducting 234,007,400 shares resulting from the Company's shares buyback or
treasury shares.
- That the attendance quorum requirement for holding the Annual GMS has been complied, and therefore the
Meeting can be carried on and is entitled to adopt legally binding resolutions.
III. The Opportunity to Raise Question or to Give Opinion
- That each shareholder/ proxy who was physically or virtually present was given the opportunity to ask questions
and/or give opinions related to each Agenda of the Annual GMS.
- That there was 1 (one) shareholder present at the Meeting who raised questions and/or opinions.
IV. Resolution’s Mechanism Adopted in the Annual GMS
The resolution mechanism adopted in the Annual GMS is similar to that used in the Extraordinary GMS as described
in the upper part of this Summary of Meeting Minutes.
V. Annual GMS Agenda
1. Approval of the Company's Annual Report, including Supervisory Report of the Board of Commissioners and
ratification of the Company's Financial Statements for the financial year 2024, as well as granting full discharge
and release of responsibilities (acquit et de charge) to the Company’s Board of Directors and Board of
Commissioners for all management and supervision actions during the financial year 2024.
2. Approval of the use of the Company's net profit for the financial year 2024.
3. Approval of the appointment of Public Accountant and/or Public Accounting Firm to conduct an audit of the
Company's Financial Statements for the financial year 2025.
4. Approval of the determination of salary or honorarium and/or other allowances for members of the Company’s
Board of Commissioners and Board of Directors for the financial year 2025.
5. Approval of the changes to the composition of the management.
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VI. The Annual GMS Resolutions
First Agenda
Number of 2 (two) questions
question/opinion
Voting Result Affirmative Abstain Non-Affirmative Voting Result
The Meeting is 5,646,679,858 13,472,500 shares 38,500 shares or 5,660,152,358
approved by majority shares or 99.761% or 0.238% of the 0.001% of the total shares or 99.999%
votes of the total valid
total valid shares valid shares of the total valid
shares present at
present at the present at the shares present at
the Meeting.
Meeting. Meeting. the Meeting.
The Resolutions: 1. Approved and accepted the Company's Annual Report for the financial year 2024,
including the Company's Board of Commissioners and Directors Report and
ratified the Company's Consolidated Financial Statements for the financial year
ended December 31, 2023, which has been audited by Aria Kanaka & Rekan, a
Public Accounting Firm affiliated with ForvisMazars, as stated in its Independent
Auditor's Report No. 00143/2.1011/AU.1/02/1013-4/1/III/2025 dated March 27,
2025, with unmodified opinion.
2. Granted full release and discharge of responsibility (acquit et de charge) to all
members of the Board of Commissioners and Board of Directors for their
supervisory and management duties carried out during the financial year 2024, to
the extent that such actions were reflected in the Annual Report and Consolidated
Financial Statements of the Company for the financial year ended December 31,
2023.
Second Agenda
Number of None
question/opinion
Voting Result Affirmative Abstain Non-Affirmative Voting Result
The Meeting is 5,631,760,375 10,724,300 shares 17,706,183 shares 5,642,484,675
approved by majority shares or 99.498% or 0.189% of the or 0.313% of the shares or 99.687%
votes of the total valid total valid shares total valid shares of the total valid
shares present at
present at present at shares present at
the Meeting.
the Meeting. the Meeting. the Meeting.
The Resolutions: Approved that the net loss attributable to the owner of the Company for the
financial year 2024 amounting to US$61,332,081 (sixty-one million three hundred
thirty-two thousand eighty-one United States Dollars), will be recorded as Retained
Earnings.
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Third Agenda
Number of None
question/opinion
Voting Result Affirmative Abstain Non-Affirmative Voting Result
The Meeting is 5,597,050,376 10,724,300 shares 52,416,182 shares 5,607,774,676
approved by majority shares or 98.885% or 0.189% of the or 0.926% of the shares or 99.074%
votes of the total valid
total valid shares total valid shares of the total valid
shares present at
attended the present at shares present at
the Meeting.
Meeting. the Meeting. the Meeting.
The Resolutions: Approved the granting of power and authority to the Company's Board of
Commissioners to appoint a Public Accountant and/or Public Accounting Firm or its
substitute that has an international reputation, good experience and credibility,
registered with the Financial Services Authority, and meets other criteria as
previously described, to carry out an audit of the Company's Financial Statements
for the financial year ended on December 31, 2025, including determining the
amount of honorarium and other related requirements, while taking into account
the recommendations from the Board of Directors and the Audit Committee.
Fourth Agenda
Number of None
question/opinion
Voting Result Affirmative Abstain Non-Affirmative Voting Result
The Meeting is 5,584,843,993 14,300,270 shares 61,046,595 shares 5,599,144,263
approved by majority shares or 98.669% or 0.253% of the or 1.078% of the shares or 98.922%
votes of the total valid
total valid shares total valid shares of the total valid
shares present at
present at present at shares present at
the Meeting.
the Meeting. the Meeting. the Meeting.
The Resolutions: 1. Approved the amount of salary or honorarium and/or other benefits for
members of the Company's Board of Commissioners for the financial year 2025,
at a maximum of Rp10,000,000,000 (ten billion Rupiah) net after tax.
2. Approved the granting of authority to the Board of Commissioners to
determine the amount of salary and allowance for members of the Board of
Directors for the financial year 2025, taking into account the recommendations
of the Nomination and Remuneration Committee, as well as applicable laws
and regulations.
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Fifth Agenda
Number of None
question/opinion
Voting Result Affirmative Abstain Non-Affirmative Voting Result
The Meeting is 5,306,257,815 28,960,070 shares 324,972,973 shares 5,335,217,885
approved by majority shares or 93.747% or 0.512% of the or 5.741% of the shares or 94.259%
votes of the total valid total valid shares total valid shares of the total valid
shares present at
present the present at shares present at
the Meeting.
Meeting. the Meeting. the Meeting.
The Resolutions: 1. Approved the reaffirmation of the composition of the Company's Board of
Directors and Board of Commissioners since the closing of this Meeting and the
provisions regarding the term of office of each member of the Board of Directors
and Board of Commissioners as follows:
a. The composition of the Board of Commissioners is as follows:
• Hamid Awaluddin as the Company’s President Commissioner and
Independent Commissioner
• Nurdin Zainal as the Company’s Independent Commissioner
• Ashish Gupta as the Company’s Commissioner
• Dian Sofia Andyasuri as the Company’s Commissioner
With the provisions of the terms of office of Mr. Hamid Awaluddin, Mr.
Nurdin Zainal and Mr. Ashish Gupta until the closing of the Annual GMS in
2028 and the term of office of Mrs. Dian Sofia Andyasuri until the closing of
the Annual GMS in 2030, without prejudice to the right of the General
Meeting of Shareholders to dismiss them at any time.
b. The composition of the Company's Board of Directors is as follows:
• Ronald Sutardja as the Company’s President Director
• Iwan Fuad Salim as the Company’s Director
• Dian Paramita as the Company’s Director
With the provisions of the term of office of Mr. Ronald Sutardja until the
closing of the Annual GMS in 2026, the term of office of Mr. Iwan Fuad Salim
until the closing of the Annual GMS in 2027 and the term of office of Mrs.
Dian Paramita until the closing of the Annual GMS in 2028, without
prejudice to the right of the General Meeting of Shareholders to dismiss
them at any time.
2. Granted the authority and power, with the right of substitution, to the Board of
Directors of the Company to take all necessary actions related to the changes in
the composition of the Board of Directors as mentioned above, including but
not limited to executing in a separate Notarial deed and notifying the changes
to the Ministry of Law of the Republic of Indonesia, as well as undertaking any
and all other actions required in accordance with applicable laws and
regulations.
Jakarta, May 26, 2025
Board of Directors of the Company
Names mentioned 15 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1 ×2
unresolved
org
Internasional Grup Tbk
p.1
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.1
unresolved
org
Minister of Law
p.2
unresolved
org
Aria Kanaka & Rekan
p.4
unresolved
org
Ministry of Law
p.6
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