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20250508_ASII_Ringkasan Risalah//Risalah RUPS_31884448_lamp2.pdf

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Page 1
                                   PT ASTRA INTERNATIONAL Tbk

                     ANNOUNCEMENT OF SUMMARY OF THE MINUTES OF
                    THE 2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS

The Board of Directors of PT Astra International Tbk ( the “Company”) hereby sets out the summary of
minutes of the 2025 Annual General Meeting of Shareholders (“Meeting”), as follows:

A.   Date, time and venue of the Meeting:

     - Date                      : Thursday, 8 May 2025
     - Time                      : 11.12 a.m. until 01.00 p.m. Western Indonesian Time
     - Venue                     : Catur Dharma Hall
                                   Menara Astra, 5th floor
                                   Jl. Jenderal Sudirman Kav. 5-6,
                                   Central Jakarta
     - Electronic Attendance     : Using the Electronic General Meeting System KSEI (“eASY.KSEI”) facility

B.   Agenda of the Meeting:
     1. Approval of the 2024 Annual Report, including ratification of the Board of Commissioners
         Supervision Report, and ratification of the Consolidated Financial Statements of Company for
         Financial Year 2024
     2. Determination on the appropriation of the Company’s net profit for Financial Year 2024
     3. Change of composition of members of the Board of Commissioners and Board of Directors of the
         Company
     4. Determination on honorarium and/or benefit of the Board of Commissioners of the Company, and
         salary and benefit of the Board of Directors of the Company
     5. Appointment of public accountant firm and public accountant to conduct audit of the Company’s
         Financial Statements for Financial Year 2025

C.   - Members of the Board of Directors who attended the Meeting:
       President Director               : Djony Bunarto Tjondro
       Director                         : Suparno Djasmin
       Director                         : Chiew Sin Cheok
       Director                         : Gidion Hasan
       Director                         : Henry Tanoto
       Director                         : Santosa
       Director                         : Gita Tiffani Boer
       Director                         : FXL Kesuma
       Director                         : Hamdani Dzulkarnaen Salim
       Director                         : Rudy
       Director                         : Thomas Junaidi Alim. W

     -   Members of the Board of Commissioners who attended the Meeting:
         President Commissioner         : Prijono Sugiarto
         Independent Commissioner       : Sri Indrastuti Hadiputranto
         Independent Commissioner       : Apinont Suchewaboripont
         Independent Commissioner       : Muliaman Darmansyah Hadad
         Commissioner                   : Anthony John Liddell Nightingale
         Commissioner                   : John Raymond Witt
         Commissioner                   : Stephen Patrick Gore
         Commissioner                   : Benjamin Herrenden Birks

     -   Member of the Board of Commissioners who participated in the Meeting through video conference
         is Hsu Hai Yeh
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D.   The Shareholders who were present at the Meeting represent 32,752,437,686 shares or 80.903% of the
     total shares in the Company with valid voting rights.

E.   Shareholders who were present at the Meeting were given the opportunity to raise questions and/or
     give opinions relating to the Meeting agenda. There were 22 (twenty-two) Shareholders/their proxies at
     the Meeting who raised questions.

F.   Mechanism of resolutions adopted in the Meeting was as follows:
     - Resolutions of the Meeting were taken by voting, not by way of deliberation to reach unanimity, due
       to proxies granted by several Shareholders to (a) solely attend the Meeting but not to cast vote
       (abstain) and (b) attend the Meeting and vote against the proposed resolution.
     - Voting for the third agenda of the Meeting which relates to individual person, was conducted verbally
       because there were no objections from Shareholders who were present physically and hold or
       represent at least 10% of the total issued shares of the Company with valid voting rights.
     - Votes for Shareholders who physically attended the Meeting were cast verbally by raising of hands
       by those who cast blank votes and who voted against the proposed resolution. Shareholders who
       physically attended the Meeting that did not raise their hands were deemed to vote affirmative on
       the proposed resolution.
     - Votes for Shareholders who attended the Meeting electronically were cast through the eASY.KSEI
       facility, in accordance with provisions of the prevailing regulations.
     - Pursuant to the capital market regulations, blank votes were deemed and calculated as casting the
       same vote as the majority votes of the Shareholders.

G.   The results of the voting for each agenda of the Meeting are as follows:

                                                                                       Total Agreed votes
                         Agreed            Disagreed            Abstained
                                                                                     (Agreed + Abstained)
       Agenda 1      32,385,942,835         522,000            365,972,851              32,751,915,686
       Agenda 2      32,445,947,190         200,500            306,289,996              32,752,237,186
       Agenda 3      29,991,305,800      1,770,004,412         991,127,474              30,982,433,274
       Agenda 4      30,998,414,040      1,433,472,150         320,551,496              31,318,965,536
       Agenda 5      31,997,309,190       448,852,300          306,276,196              32,303,585,386

     The results of the voting are based on the tabulation carried out by PT Raya Saham Registra (the Share
     Administration Bureau appointed by the Company) together with Mr. Aulia Taufani S.H, (the Notary
     appointed by the Company to draw the minutes of the Meeting).

H.   Resolutions of the Meeting are as follows:

     First Agenda
     “Approve and accept the Annual Report for financial year 2024, including ratify the Board of
     Commissioners Supervision Report and ratify the Consolidated Financial Statements of the Company
     and Subsidiaries for financial year 2024, which has been audited by the Public Accountant Firm Rintis,
     Jumadi, Rianto & Rekan as stated in their report dated 27 February 2025 rendering the opinion of fairly
     stated in all material respects.

     With the approval of the Annual Report and the ratification of the Board of Commissioners Supervision
     Report and the Consolidated Financial Statements of the Company and Subsidiaries, grant full release
     and discharge (acquit et decharge) to all members of the Board of Commissioners and Board of Directors
     of the Company for their respective supervision and management actions taken during financial year
     2024, to the extent those actions are reflected in the Annual Report and Consolidated Financial
     Statements of the Company and Subsidiaries for financial year 2024.”

     Second Agenda
     “Approve the consolidated net profit of the Company for financial year ending as at 31 December 2024
     amounting to Rp. 34,050,817,178,504.- to be appropriated as follows:

      a.   (1)   an amount of Rp. 16,436,322,574,840.- or Rp. 406.- per share to be distributed as cash
Page 3
            dividend, which includes interim dividend of Rp. 98.- per share or a total of Rp.
            3,967,388,207,720.- which has been paid on 31 October 2024, as such the remaining in the
            amount of Rp. 12,468,934,367,120.- or Rp. 308.- per share will be paid on 5 June 2025 to the
            Company’s Shareholders whose names are registered in the Company’s Register of
            Shareholders on 22 May 2025 at 16:00 Western Indonesian Time;

      (2)   authorize the Board of Directors of the Company to carry out the dividend distribution and
            to do all necessary actions. The dividend payment will be made with due observance to the
            prevailing tax, Indonesia Stock Exchange and other Capital Market regulations; and

b.    the remaining, an amount of Rp. 17,614,494,603,664.- to be recorded as retained earnings of the
      Company.”

Third Agenda
“1. Accept the resignations of Mr. Bambang Permadi Soemantri Brodjonegoro as Independent
  Commissioner of the Company and Mr. Suparno Djasmin as Director of the Company;

2. Re-appoint:
   a. Mr. John Raymond Witt as Commissioner of the Company;
   b. Mr. Stephen Patrick Gore as Commissioner of the Company;

3. Designate Mr. Rudy as Vice President Director of the Company;

     as of the closing of this Meeting for a term of office as stipulated in the Articles of Association of the
     Company.

     Therefore, the composition of members of the Board of Commissioners and Board of Directors of
     the Company will change and become as follows:

     Board of Commissioners of the Company:
     President Commissioner                 : Prijono Sugiarto
     Independent Commissioner               : Sri Indrastuti Hadiputranto
     Independent Commissioner               : Apinont Suchewaboripont
     Independent Commissioner               : Muliaman Darmansyah Hadad
     Commissioner                           : Anthony John Liddell Nightingale
     Commissioner                           : Benjamin William Keswick
     Commissioner                           : John Raymond Witt
     Commissioner                           : Stephen Patrick Gore
     Commissioner                           : Benjamin Herrenden Birks
     Commissioner                           : Hsu Hai Yeh

     as of the closing of this Meeting until the 2026 Annual General Meeting of Shareholders of the
     Company, except for: (i) Mr. John Raymond Witt as well as Mr. Stephen Patrick Gore until the 2028
     Annual General Meeting of Shareholders of the Company, as well as (ii) Ms. Hsu Hai Yeh until the
     2027 Annual General Meeting of Shareholders of the Company.

     Board of Directors of the Company:
     President Director                           : Djony Bunarto Tjondro
     Vice President Director                      : Rudy
     Director                                     : Chiew Sin Cheok
     Director                                     : Gidion Hasan
     Director                                     : Henry Tanoto
     Director                                     : Santosa
     Director                                     : Gita Tiffani Boer
     Director                                     : FXL Kesuma
     Director                                     : Hamdani Dzulkarnaen Salim
     Director                                     : Thomas Junaidi Alim. W

     as of closing of this Meeting until the 2026 Annual General Meeting of Shareholders of the Company.
Page 4
   In connection with such change of the members of the Board of Commissioners and Board of
   Directors of the Company, grant a power of attorney with substitution right to the Board of Directors
   or Corporate Secretary of the Company to restate part or entire part of these Meeting resolutions
   in notarial deed and subsequently notify the composition of the Board of Commissioners and/or
   Board of Directors of the Company to the Ministry of Law of the Republic of Indonesia as well as
   other government agencies, and to do all required actions in compliance with the provision of the
   prevailing regulations.”

Fourth Agenda
“1. Determine that the total honorarium for the entire members of the Board of Commissioners of the
    Company will be in the maximum amount of Rp. 2 billion gross per month, effective as of 8 May
    2025 until the closing of the 2026 Annual General Meeting of Shareholders, and authorize the
    President Commissioner to determine the distribution of such honorarium amount among the
    members of the Board of Commissioners of the Company, with due observance to the opinion of
    the Nomination and Remuneration Committee of the Company; and

2. Authorize the Board of Commissioners to determine the salary and benefit of the members of the
   Board of Directors of the Company with due observance to the policy of the Nomination and
   Remuneration Committee of the Company.”

Fifth Agenda
“1. Appoint KAP Rintis, Jumadi, Rianto & Rekan, a member firm of PricewaterhouseCoopers network,
    as Public Accountant Firm and Mr. Buntoro Rianto as Public Accountant of the Company, to conduct
    audit of the Financial Statements of the Company for financial year 2025;

2. Authorize the Board of Commissioners of the Company to appoint any replacement if the Public
   Accountant for whatever reason is unable to complete his duties, in accordance with applicable laws
   and regulations; and

3. Authorize the Board of Directors of the Company to determine the honorarium and other terms and
   conditions of the appointment of such Public Accountant Firm and Public Accountant, in accordance
   with applicable laws and regulations.”


                                     Jakarta, 8 May 2025
                                  PT Astra International Tbk
                                      Board of Directors

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Names mentioned 26 people and organisations named in the text · linked when the evidence is strong

linked org ASTRA INTERNATIONAL Tbk p.1 ×8
linked person Djony Bunarto Tjondro p.1 ×2
linked person Suparno Djasmin · Director p.1 ×2
linked person Chiew Sin Cheok p.1 ×2
linked person Gidion Hasan p.1 ×2
linked person Henry Tanoto p.1 ×2
linked person Gita Tiffani Boer p.1 ×2
linked person Hamdani Dzulkarnaen Salim p.1 ×2
linked person Thomas Junaidi Alim. W p.1 ×2
linked person Prijono Sugiarto p.1 ×2
linked person Sri Indrastuti Hadiputranto p.1 ×2
linked person John Raymond Witt · Commissioner p.1 ×5
linked person Hsu Hai Yeh p.1 ×3
possible person FXL Kesuma p.1 ×2
possible person Benjamin Herrenden p.1 ×2
possible person Rudy p.3
unresolved org PT Raya Saham Registra p.2
unresolved person Aulia Taufani S. p.2
unresolved org Rianto & Rekan p.2 ×2
unresolved org Indonesia Stock Exchange p.3
unresolved person Stephen Patrick Gore · Commissioner p.3 ×2
unresolved — Designate Mr. Rudy · Vice President Director p.3
unresolved org Ministry of Law p.4
unresolved org Rintis p.4
unresolved person Buntoro Rianto p.4

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