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20250508_ASII_Ringkasan Risalah//Risalah RUPS_31884448_lamp2.pdf
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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
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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.
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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
Names mentioned 26 people and organisations named in the text · linked when the evidence is strong
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PT Raya Saham Registra
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Aulia Taufani S.
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Rianto & Rekan
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Indonesia Stock Exchange
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Stephen Patrick Gore
· Commissioner
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Designate Mr. Rudy
· Vice President Director
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Ministry of Law
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Rintis
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Buntoro Rianto
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