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20250522_TOSK_Ringkasan Risalah//Risalah RUPS_31888298_lamp1.pdf
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ANNOUNCEMENT OF SUMMARY OF MINUTES OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT TOPINDO SOLUSI KOMUNIKA Tbk
In order to fulfill the provisions of Article 49 paragraph (1) and Article 51
paragraph (1) of the Financial Services Authority Regulation No.
15/POJK.04/2020 concerning the Plan and the Implementation of the General
Meeting of Shareholders of Public Company ("POJK 15/2020"), the Board of
Directors of the Company hereby announce the Summary of Minutes of the
Company's Annual General Meeting of Shareholders ("Meeting") as follows:
A. The Meeting of the Company has been held on:
Day/Date : Tuesday, May 20, 2025;
Time : 14.36’ BBWI - 15.41’ BBWI;
Place : TAVIA HERITAGE HOTEL
Jl. Letjen Suprapto No. 1, RT.1/RW.1, Cemp. Putih Bar.,
Kec. Cemp. Putih, Central Jakarta City, Special Capital
Region of Jakarta 10520.
B. Agenda of the Meeting are as follows:
1. Approval and ratification of the Annual Report for the financial year
ended December 31, 2024, which consists of:
a. Report on the management of the Company by the
Board of Directors and the Report on the supervision of the
Company by the Board of Commissioners for the financial
year ended on December 31, 2024;
b. Financial Statements and ratification of the balance sheet as
well as the calculation of profit and loss for the financial year
ended on December 31, 2024 as well as granting and release
and full acquittal (acquit et de charge) to all members of the
Board of Directors and members of the Board of
Commissioners of the Company for the management and
supervision actions they have taken for the financial year
ended on December 31, 2024.
2. Determination of the Company's profit and loss for the financial
year ended on December 31, 2024, which consists of:
a. Proposal for the determination of mandatory reserve funds in
accordance with the provisions of Law number 40 of 2007
concerning Limited Liability Companies; and
b. Proposal for the distribution of dividends.
3. Determination of the amount of salary and other benefits for
members of the Board of Directors and members of the Board of
Commissioners of the Company.
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4. Appointment of Public Accountant who will audit the Company's
financial statements for the financial year ending on December 31,
2025.
5. Accountability for the realization of the use of proceeds from the
Public Offering.
6. Changes in the composition of the Board of Directors and/or Board
of Commissioners of the Company.
7. Approval of changes to Article 3 of the Company's Articles of
Association concerning the Purpose and Objectives and Business
Activities of the Company.
C. Board of Directors and Board of Commissioners of the Company present
at this Meeting are as follows:
BOARD OF DIRECTORS:
- President Director : Mr. SEIKO MANITO;
- Director (Operational) : Mr. KET CUNG;
- Director (Technology) : Mr. DEDEN HENDRA PERMANA;
- Director (Finance) : Mr. MUTSABBIT FIRAS.
BOARD OF COMMISSIONERS:
- President Commissioner : Mr. IWAN RIADI;
- Independent Commissioner : Mr. MUHAMMAD FAHMI, S.E.
D. Based on the attendance list of the shareholders of the Meeting, the
recorded number of shares present or represented in the Meeting is
3.718.967.901 shares, which constitute 84,9996% of the 4.375.277.300
shares representing all shares issued by the Company, which have valid
voting rights as required by the Company's Articles of Association and
POJK 15/2020.
E. The Company has provided opportunities for the shareholders and the
proxy of shareholders to raised questions and/or provide opinions prior
to the adoption of resolution for each agenda item of the Meeting.
F. In the Meeting, there were no shareholders or proxy of shareholders who
raised questions and/or provided opinions regarding each agenda item
of the Meeting.
G. The mechanism of adopting resolution of Meeting:
1. The mechanism of adopting resolution of Meeting was conducted
in amicable manner. If no amicable resolution is reached, voting
system is implemented in the Meeting through open voting system.
2. Shareholders were allowed to vote through Electronic General
Meeting System KSEI (eASY.KSEI) provided by PT KUSTODIAN
SENTRAL EFEK INDONESIA (“KSEI”).
3. Based on Article 12 paragraph (11) of the Company's Articles of
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Association and Article 47 of POJK 15/2020, shareholders with
valid voting rights and have been present, both physically and
electronically at the Meeting, but have not exercised their voting
rights or abstained, are considered valid to attend the Meeting and
cast the same vote as the majority of the voting shareholders by
adding the said vote to the votes of the majority of the voting
shareholders.
H. Voting results:
FIRST AGENDA OF THE MEETING:
Disagree : 38.200 votes;
Abstain : 0 votes;
therefore the shareholder with the most votes, namely 3.718.929.701
votes which constitute 99,99% of the total number of votes validly cast at
the Meeting, APPROVED the proposed resolution on the first agenda
item of the Meeting that had been submitted.
SECOND AGENDA OF THE MEETING:
Disagree : 38.200 votes;
Abstain : 0 votes;
therefore the shareholder with the most votes, namely 3.718.929.701
votes which constitute 99,99% of the total number of votes validly cast at
the Meeting, APPROVED the proposed resolution on the second
agenda item of the Meeting that had been submitted.
THIRD AGENDA OF THE MEETING:
Disagree : 40.500 votes;
Abstain : 100 votes.
thus the shareholder with the most votes, namely 3.718.927.401 votes
which constitute 99,99% of the total number of votes validly cast at the
Meeting, APPROVED the proposed resolution on the third agenda item
of the Meeting that had been submitted.
FOURTH AGENDA OF THE MEETING:
Disagree : 38.200 votes;
Abstain : 0 votes;
therefore the shareholder with the most votes, namely 3.718.929.701
votes which constitute 99,99% of the total number of votes validly cast at
the Meeting, APPROVED the proposed resolution on the fourth agenda
item of the Meeting that had been submitted.
FIFTH AGENDA OF THE MEETING:
Disagree : 38.200 votes;
Abstain : 0 votes;
therefore the shareholder with the most votes, namely 3.718.929.701
votes which constitute 99,99% of the total number of votes validly cast at
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the Meeting, APPROVED the proposed resolution on the fifth agenda
item of the Meeting that had been submitted.
SIXTH AGENDA OF THE MEETING:
Disagree : 38.200 votes;
Abstain : 0 votes;
therefore the shareholder with the most votes, namely 3.718.929.701
votes which constitute 99,99% of the total number of votes validly cast at
the Meeting, APPROVED the proposed resolution on the sixth agenda
item of the Meeting that had been submitted.
SEVENTH AGENDA OF THE MEETING:
Disagree : 38.200 votes;
Abstain : 0 votes;
therefore the shareholder with the most votes, namely 3.718.929.701
votes which constitute 99,99% of the total number of votes validly cast at
the Meeting, APPROVED the proposed resolution on the seventh
agenda item of the Meeting that had been submitted.
I. Resolution of the Meeting:
FIRST AGENDA OF THE MEETING:
Approved and ractified the Annual Report for the financial year ended on
December 31, 2024, which consists of:
a. Report on the management of the Company by the Board of
Directors and Report on the course of supervision of the Company
by the Board of Commissioners during the financial year of 2024;
b. Financial Statements and Balance Sheet and calculation of profit
and loss for the financial year ended on December 31, 2024;
thereby agree to grant full release and settlement (acquit et de charge)
to the members of the Board of Directors and members of the Board of
Commissioners of the Company for the management and supervisory
actions they have taken during the financial year ended on December
31, 2024 as long as the actions are reflected in the Company's Annual
Report and Financial Statements ended on December 31, 2024.
SECOND AGENDA OF THE MEETING:
Determine the use of the Company's comprehensive profit for the
financial year ending on December 31, 2024, amounting of
Rp 6.810.672.569,- (six billion eight hundred ten million six hundred
seventy two thousand five hundred sixty nine Rupiah) with the following
details:
a. Rp 500.000.000,- (five hundred million Rupiah) is set aside as a
reserve fund, in accordance with the provisions of Article 70 of the
Limited Liability Company Law;
b. Rp 2.043.201.770,- (two billion forty three million two hundred one
thousand seven hundred seventy Rupiah) is distributed as cash
dividends proportionally to the Company's shareholders with a
dividend distribution of Rp 0,46 (zero Rupiah and forty six cents)
per share, the distribution of which will be carried out by the
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Company's Board of Directors, no later than June 20, 2025;
c. the remainder will be recorded as the Company's retained earnings
to strengthen long-term capital and in order to support business
growth and investment plans of the Company.
Furthermore, the Meeting grants power and authority to the Company's
Board of Directors to determine the time and procedure for implementing
the distribution of cash dividends in accordance with the provisions of
regulations in force in the capital market sector.
THIRD AGENDA OF THE MEETING:
Grant authority and power to the Board of Commissioners of the
Company to determine the salary and/or honorarium and/or other
allowances for members of the Board of Directors and members of the
Board of Commissioners of the Company for the financial year of 2025,
the implementation of which will be adjusted to the applicable
regulations.
FOURTH AGENDA OF THE MEETING:
1. Delegate the authority to appoint a Public Accountant who will audit
the Company's financial statements for the financial year ending on
December 31, 2025, to the Board of Commissioners of the
Company in order to comply with applicable regulations and obtain
a suitable Public Accountant, with the provision that the criteria for
Public Accountants who can be appointed are Public Accountants
who are registered in the Financial Services Authority, have audit
experience in the Company's business activities, have adequate
Human Resources and have independence.
2. Approved the granting of authority to the Board of Commissioners
to determine the honorarium and other reasonable requirements
for the Public Accountant.
FIFTH AGENDA OF THE MEETING:
Accept the accountability for the realization of the use of funds from the
Initial Public Offering (IPO) of the Company's shares, thereby granting
full release and discharge (acquit et de charge) to the members of the
Board of Directors and members of the Board of Commissioners of the
Company for the management and supervision actions they have taken
in relation to the use of funds from the Initial Public Offering (IPO) of the
Company's shares as long as these actions are reflected in the Report
on the Realization of the Use of Funds from the Initial Public Offering
(IPO) of the Company's Shares and in the Company's Financial Report.
SIXTH AGENDA OF THE MEETING:
1. Approved the resignation of Mr. IWAN RIADI as the Company's
President Commissioner, where the resignation is effective as of
the closing of the Meeting.
2. Approved the granting of release, settlement and full discharge of
responsibility (acquit et de charge) to Mr. IWAN RIADI, for the
supervisory actions that have been carried out as a member of the
Board of Commissioners, as long as his actions are reflected in the
Annual Report and Annual Financial Report of the Company during
his term of office, accompanied by an expression of gratitude for
the services of Mr. IWAN RIADI during his tenure as the
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Company's President Commissioner, which has been carried out
for the progress of the Company.
3. Approved the change in the composition of the Board of
Commissioners by appointing Mr. ROBI CAHYADI, to replace
Mr. IWAN RIADI as the Company's President Commissioner.
4. Determine the composition of the members of the Board of
Commissioners and members of the Board of Directors of the
Company as of the closing of this Meeting until the remaining term
of office of the members of the Board of Commissioners and
members of the Board of Directors of the Company who are still in
office, namely until the closing of the Annual General Meeting of
Shareholders in 2027, without prejudice to the right of the GMS to
dismiss them at any time, as follows:
BOARD OF DIRECTORS:
- President Director : Mr. SEIKO MANITO;
- Director (Operational) : Mr. KET CUNG;
- Director (Technology) : Mr. DEDEN HENDRA PERMANA;
- Director (Marketing) : Mr. RAMADHONA;
- Director (Finance) : Mr. MUTSABBIT FIRAS.
BOARD OF COMMISSIONERS:
- President Commissioner : Mr. ROBI CAHYADI;
- Independent Commissioner: Mr. MUHAMMAD FAHMI, S.E.
5. In connection with the above matter, the Meeting grants power of
attorney to the Company's Board of Directors and/or other
appointed parties, either jointly or individually with the right of
substitution, to state the resolution on the sixth agenda item of this
Meeting, in a separate deed before a Notary, including notifying the
authorized agency and registering and taking the necessary
actions in connection with the change in the composition of the
Company's Board of Commissioners.
SEVENTH AGENDA OF THE MEETING:
1. Approved the Company's plan to reduce business activities that are
stipulated in the Company's Articles of Association, namely in the
field of Payment Service Providers (PJP) (KBLI number 66411).
2. Approved changes to the provisions of Article 3 paragraph (1) and
(2) of the Company's Articles of Association regarding the Purpose
and Objectives and Business Activities of the Company in
connection with the reduction planned of the Company's business
activities, namely in the field of Payment Service Providers (PJP)
(KBLI number 66411).
3. Grant authority and power to the Company's Board of Directors to
adjust the Purpose and Objectives and Business Activities of the
Company in connection with the reduction of the Company's
business activities, namely in the field of Payment Service
Providers (PJP) (KBLI number 66411).
4. Grant power to the Board of Directors of the Company to state the
results of the resolutions of the seventh agenda item of the Meeting
in a separate Notarial deed, including requesting approval
regarding the amendment to the Company's Articles of Association
to the authorized agency, including the Ministry of Law of the
Republic of Indonesia, making changes and/or additions in any
form whatsoever that are necessary to obtain approval for the
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amendment to the Articles of Association, including changing the
Company's business license, submitting, signing all applications
and other documents, choosing a domicile and carrying out all
actions necessary in order to reduce the Company's business
activities, none of which are excluded.
Singkawang City, May 22, 2025
PT TOPINDO SOLUSI KOMUNIKA Tbk
Board of Directors of the Company
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Financial Services Authority
p.1 ×2
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PT KUSTODIAN SENTRAL EFEK INDONESIA
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Ministry of Law
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