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20250521_BBLD_Ringkasan Risalah//Risalah RUPS_31887665_lamp1.pdf
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ANNOUNCEMENT OF SUMMARY MINUTES OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT BUANA FINANCE TBK
The Directors of PT Buana Finance Tbk (the “Company”) hereby announces to the
Shareholders of the Company that the Company has held the Annual General Meeting of
Shareholders for Fiscal Year 2024 (the “Meeting”) as follows:
A. Meeting
Day/Date : Monday, May 19, 2025
Time : 2.10 pm until 3.00 pm Western Indonesia Time
Venue : Hotel Shangri-La Jakarta
Jl. Jend. Sudirman Kav. 1 Jakarta Pusat
Agenda of the Meeting :
1. The approval of Company's Annual Report for the fiscal year 2024
2. Determination of the use of the Company’s Net Profit for the fiscal year 2024
3. Appointment of Public Accounting Firm for the fiscal year 2025 and other appoinment
requirements
4. Determination of remuneration for the Directors and the Board of Commissioners of the
Company
5. Approval to pledge more than 50% or the Company’s entire net assets
6. Change in the management of the Company
Chairperson of the Meeting
The meeting was chaired by Pintaro Mulia as the Independent Commissioner of the
Company
B. Members of the Board of Commissioners and Directors who attended the Meeting
Board of Commissioners :
President Commissioner : Siang Hadi Widjaja
Independent Commissioner : Dani Firmansjah
Independent Commissioner : Pintaro Mulia
Director :
President Director : Yannuar Alin
Director : Herman Lesmana
Director : Mariana Setyadi
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C. Independent Party that Counted the Attendance of Shareholders and Ensured the
Meeting Process
The Company had appointed independent party, namely Securities Administration Bureau
(BAE) PT EDI Indonesia to count the shareholders who were present in the Meeting, and
Notary Fathiah Helmi, SH to notarize the meeting processes and results.
D. Quorum of Attendance of Shareholders
Meeting attended by 1.416.665.647 shares with valid voting rights or equal to 86,08% of the
total shares having valid voting rights issued by the Company.
E. Mechanism of Meeting Resolutions and Voting Result
The Meeting’s resolutions were resolved amicably. When an amicable resolution could not
be reached, decision was taken by voting.
F. The Opportunity to ask Question/Opinions
The shareholders were given the opportunity to ask questions and/or give opinions
regarding the Meeting Agenda. The voting results from all shares with valid voting rights
present at the Meeting, including e-Proxy and e-Voting votes from the KSEI system, are as
follows:
Question/
Agenda Agree Disagree Abstain *) Total Agree**)
Opinion
1.416.665.647 - - 1.416.665.647 1
shares or shares or
First 100% 100%
1.416.665.647 - 2.100.000 1.416.665.647 -
shares or shares or shares or
Second 86,07784% 0,14824% 100%
1.416.665.647 - - 1.416.665.647 -
shares or shares or
Third 100% 100%
1.416.665.647 - 2.100.000 1.416.665.647 -
shares or shares or shares or
Fourth 86,07784% 0,14824% 100%
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1.416.665.647 - 2.100.000 1.416.665.647 -
shares or shares or shares or
Fifth 86,07784% 0,14824% 100%
1.416.665.647 - 2.100.000 1.416.665.647 -
shares or shares or shares or
Sixth 86,07784% 0,14824% 100%
*) In accordance with POJK No.15/POJK.04/2020, abstaining votes are considered to cast
the same vote as the majority of shareholders who cast their votes.
**) The total abstaining votes are added to the agreeing votes, and this amount is calculated
based on the KSEI system and the Company's BAE.
G. Meeting Resolutions were as follows:
First Agenda :
Approve the Company's Annual Report for the fiscal year 2024, including the Company's
Activity Report, Board of Commissioners' Supervisory Task Report; and ratify the
Company's Financial Statement that ended on December 31, 2024, which has been
audited by the Public Accounting Firm Paul Hadiwinata, Hidajat, Arsono, Retno, Palilingan
& Rekan, based on Report number 00681/2.1133/AU.1/09/0519-2/1/III/2025, dated March
26, 2025, with the opinion present fairly in all material respects. Therefore granting release
and discharge (volledig acquit et de charge) to the members of the Directors and Board of
Commissioners of the Company from all responsibilities for management and supervision
actions that they have carried out during the fiscal year 2024, insofar as this action is
reflected in the Company's Annual Report and is not a criminal offense;
Second Agenda :
1. Approved the appropriation of net income of the Company for the fiscal year 2024 of
Rp66.066.967.396,- (Sixty-six billion sixty-six million nine hundred sixty-seven
thousand three hundred ninety-six rupiah). Furthermore, taking into account the
Company’s financial condition, the Directors deems it necessary to use the Company’s
net profit for the financial year 2024 as follows:
a. Distributed as cash dividends in amount of Rp 12,-per share or a maximum total of
Rp19.749.552.648,- which will be distributed proportionally to the entitled
shareholders in accordance with the Register of Shareholders on June 2, 2024, at
16:00 WIB (recording date), provided that the cash dividends are tax-deductible in
accordance with the applicable tax regulations.
b. Rp1,000,000,000.- is determined and recorded as a reserve to fulfill the provisions
of article 70 of the Law on Limited Liability Companies and Article 23 point 1 of the
Company's Articles of Association; and
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c. The remaining determined and recorded as retained earnings.
2. Approved the granting of power and authority to the Directors of the Company with the
right of substitution to take all actions in carrying out the cash dividend payments to
each shareholder, including but not limited to changing the schedule and procedure for
the distribution of the dividends mentioned above.
Third Agenda :
Approved the appointment of the Public Accountant Darmenta Pinem S.E,CPA and Public
Accounting Firm (KAP) Paul Hadiwinata, Hidajat, Arsono, Retno, Palilingan & Partners as the
Public Accounting Firm that will audit the the Company’s Financial Statement for the Fiscal
Year 2025; and approved the Granting of Authority and Power to the Company's Board of
Commissioners to determine the Audit Fees and other requirements for the Public
Accountant and/or Public Accounting Firm, as well as appointing the Public Accountant
and/or Substitute Public Accounting Firm in the case of the Public Accounting Firm (KAP)
Paul Hadiwinata, Hidajat, Arsono, Retno, Palilingan & Partners for whatever reason, were
unable to complete the Audit of the Company's Financial Statements for the Fiscal Year
2025.
Fourth Agenda :
1. Approved to determine remuneration of members of the Company's Board of
Commissioners with a maximum of Rp 5,000,000,000.- gross per year and giving
authority and power to the Board of Commissioners to determine the distribution ;
2. Approved to grant power and authority to the Board of Commissioners of the Company
to determine the amount of remuneration for each member of the Company's Directors.
Fifth Agenda :
1. Approved the Company to guarantee more than 50% or all of the Company's net assets
to obtain loans facilities that will be received by the Company from bank, venture capital
companies, finance companies, or infrastructure financing companies, both locally and
abroad, on loans accepted directly by the Company or Controlled Company; with due
observance of the terms and conditions in the prevailing laws, particularly the Capital
Market Regulations.
2. Approved giving authority and power to the Board of Commissioners of the Company to
determine the amount of loans to be received by the Company;
3. Approved to grant authority and power to the Directors of the Company with the right of
substitution, to carry out all and every legal action required related to the transaction as
referred to in number 1, with due observance of the terms and conditions in the
prevailing laws, particularly the Capital Market Regulations.
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Sixth Agenda :
1. Approve the resignation of:
- Mr. Dani Firmansjah as Independent Commissioner; and
- Mr. Pintaro Mulia as Independent Commissioner.
Effective as of the closing of this Meeting.
2. Approve the reappointment of all members of the Company's Directors, namely:
- Mr. Yannuar Alin as President Director
- Mr. Herman Lesmana as Director
- Mrs. Mariana Setyadi as Director
effective as of the closing of this Meeting, until the closing of the Company's Annual
General Meeting of Shareholders to be held in 2028.
3. Approve the appointment of Mr. Ho Lioeng Min as the Company's Independent
Commissioner to continue the remaining term of office as Independent Commissioner,
effective upon approval from the Financial Services Authority and until the closing of the
Company's Annual General Meeting of Shareholders to be held in 2026.
Thus, the composition of the Company's Board of Commissioners and Directors is as
follows:
Board of Commissioners:
President Commissioner : Mr. Siang Hadi Widjaja
Commissioner : Mr. DR. Tjan Soen Eng
Independent Commissioner : Mr. Ho Lioeng Min (effective upon approval from the
Financial Services Authority)
Directors:
President Director : Mr. Yannuar Alin
Director : Mr. Herman Lesmana
Director : Mrs. Mariana Setyadi
4. Approve the granting of authority to the Company's Directors to formally restate this
Meeting's resolutions in a separate Notarial deed, notify the Ministry of Law of the
Republic of Indonesia and/or the relevant authorities, and undertake all necessary
actions in accordance with applicable laws and regulations in Indonesia.
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Subsequently, in accordance to the Second Agenda of the Meeting as mention above, where the
Meeting has decided to pay out Cash Dividends of Rp12 per share for the fiscal year 2024,
hereby notified the Schedule for the distribution of Cash Dividends are as follows:
SCHEDULE FOR DISTRIBUTION OF CASH DIVIDENS
No. Activity Date
1 Annual GMS May 19, 2025
2 Announcement on the Indonesia Stock Exchange and Company May 21, 2025
Website
3 End of Trading Period for Shares with Dividend Rights (Cum Dividends)
• Regular Markets and Negotiated Markets May 27, 2025
• Cash Markets June 2, 2025
4 Start of Trading Period for Shares without Dividend Rights (Ex
Dividends) May 28, 2025
• Regular Markets and Negotiated Markets June 3, 2025
• Cash Markets
5 Record Date to determine the Shareholders’ Eligibility for Dividends June 2, 2025
(recording date)
6 Date of Payment of Cash Dividends for the Fiscal Year 2024 June 12, 2025
Procedure for Dividend Distribution will be submitted in the Information Disclosure Report related
to Corporate Action - Cash Dividends
Jakarta, May 21, 2025
Directors
Names mentioned 15 people and organisations named in the text · linked when the evidence is strong
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BUANA FINANCE TBK
p.1 ×4
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person
Notary Fathiah Helmi
p.2
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Palilingan & Rekan
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Palilingan & Partners
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Financial Services Authority
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DR. Tjan Soen Eng Independent
p.5 ×2
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Ministry of Law
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Indonesia Stock Exchange
p.6
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