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20250505_WSKT_Ringkasan Risalah//Risalah RUPS_31882429_lamp4.pdf
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MINUTES OF MEETING
THE GENERAL MEETING OF SHAREHOLDERS'
YEARBOOK OF 2024
PT WASKITA KARYA (PERSERO) Tbk
The Board of Directors of PT Waskita Karya (Persero) Tbk (hereinafter referred to as the
“Company”) hereby notify the shareholders of the Company that the Company has held The
General Meeting of Shareholders’ Yearbook of 2024 (hereinafter referred to as “Meeting”) as follows:
A. On:
Day/Date : Tuesday, April 29th, 2025
Time : From 02:05 P.M until 04:05 P.M Western Indonesia Time
Venue : Waskita Heritage Building, 11th floor Jl MT Haryono No. 10 RT 11 RW 11
Cipinang Cempedak, Jatinegara, East Jakarta, Jakarta 13340.
With the following agendas:
1. Approval of the Annual Report, Ratification of the Company's Consolidated Financial
Statements, Approval of the Board's Oversight Task Report, and Ratification of the Financial
Statements of the Micro and Small Business Financing Program (PUMK) for Fiscal Year 2024,
along with Settlement and Complete Release (volledig acquit et de charge) of
Responsibilities to the Board of Directors for Corporate Management Actions and to the
Board of Commissioners for Corporate Oversight Actions Carried Out During Fiscal Year
2024.
2. Appointment of a Public Accounting Firm to conduct Audit of the Company's Consolidated
Financial Statements Micro and Small Business Financing Program (PUMK) Reports for the
Fiscal Year 2025.
3. Determination of Salaries/Honorariums including Facilities and Allowances for the Board of
Directors and Board of Commissioners of the Company for the Fiscal Year 2025, as well as
Bonuses/Performance Incentives/Special Incentives for the Board of Directors and Board of
Commissioners of the Company for Performance in Fiscal Year 2024.
4. Approval of Guaranteeing More Than 50% (fifty percent) of the Company's Net Assets in
Relation to the Amendment of the Pledged Account as a Subsequent Condition to the Master
Restructuring Agreement Amendment.
5. Report on the Use of Proceeds from Capital Injection through Limited Public Offering II with
Pre-emptive Rights 2021.
6. Report on the Use of Proceeds from Public Offering of Bonds IV and Mudharabah Sukuk I
Waskita Karya in 2022.
7. Changes of the Compositions of the Company’s Management.
B. The Company’s members of the Board of Commissioners and the Board of Directors, who are
present at the Meeting are as follows:
Board of Commissioners:
a. President/Independent Commisioner : Heru Winarko
b. Commissioner : T. Iskandar
c. Commissioner : Dedi Syarif Usman
d. Independent Commissioner : Muhamad Salim
e. Independent Commissioner : Addin Jauharudin
f. Independent Commissioner : Muradi
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Board of Directors:
a. President Director : Muhammad Hanugroho
b. Director of Finance : Wiwi Suprihatno
c. Director of Risk Management, Legal, and Quality, : Anton Rijanto
Safety, Health & Environment
d. Director of Business Strategic, Portfolio, and : Rudi Purnomo
Human Capital
e. Director of Operation I : Ari Asmoko
f. Director of Operation II : Dhetik Ariyanto
C. The Meeting was attended by 23.231.002.969 shareholders including Series A Dwiwarna share,
which have valid voting rights or equal to approximately 80,6441441% of total shares with valid voting
rights issued by the Company.
D. During the Meeting, an opportunity was given to raise questions and/or provide responses
regarding each agenda item
– During the First Meeting Agenda, there was 1 question from Mr. BENJAMIN
SOEGIPTO, the holder/owner of 72,000 shares;
– During the Second, Third, and Fourth Meeting Agenda, there was no questions were
raised by the Company’s shareholders;
– During the Fifth and Sixth Meeting Agenda the Agenda items were for reporting
purposes only and for the Seventh Meeting Agenda the Agenda was not discussed
during the Meeting.
E. The mechanism of decision-making during the Meeting was as follows:
- According to Article 25 paragraph (15) of the Company's Articles of Association, resolution-
making during the Meeting was made by deliberation to reach a consensus under Article 28
of Financial Services Authority Regulation No. 15/POJK.04/2020 concerning the planning
and implementation of the public company shareholder general meeting, an electronic proxy
can be given through eASY.KSEI, therefore decision-making during the Meeting was made
through voting.
- According to Article 25 paragraph (10) of the Company’s Articles of Association, If the
shareholders with valid voting rights wish to abstain (not giving any vote) during the
Meeting, thus said shareholder is considered to vote the same with the majority of
shareholders’ vote.
F. Voting and percentage of Meeting resolutions from all shares with voting rights who presentat
the Meeting are:
Total Approve
Agenda Approve Against Abstain
Votes
1st Agenda 23.163.388.893 109.790 votes 67.504.286 votes 23.230.893.179
votes or or or approximately votes or
approximately approximately 0,29% approximately
99,70% 0,00% 99,99%
2nd Agenda 23.130.540.648 40.761.089 59.701.232 votes 23.190.241.880
votes or votes or or approximately votes or
approximately approximately 0,25% approximately
99,56% 0,17% 99,82%
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Total Approve
Agenda Approve Against Abstain
Votes
3rd Agenda 23.168.251.747 3.049.990 votes 59.701.232 votes 23.227.952.979
votes or or or approximately votes or
approximately approximately 0,25% approximately
99,72% 0,01% 99,98%
4th Agenda 21.950.026.942 1.221.274.795 59.701.232 votes 22.009.728.174
votes or votes or or approximately votes or
approximately approximately 0,25% approximately
94,48% 5,52% 94,74%
5th Agenda th
The 5 Agenda is considered as Reporting. Therefore, no decision is
made. The Meeting received a report on the Realization of the Use of
Proceeds from the Capital Increase through Pre-Emptive Rights via the
Second Limited Public Offering in 2021
6th Agenda The 6th Agenda is considered as Reporting. Therefore, no decision is made.
The Meeting received a report on the Report on the Use of Proceeds from
Public Offering of Bonds IV and Mudharabah Sukuk I Waskita Karya in
2022.Realization of the Use of Proceeds from the Public Offering of Waskita
Karya Bonds IV and Sukuk Mudharabah I 2022 as of December 31st, 2023.
7th Agenda The 7th Agenda did not involve any changes to the Company’s Management
as per the letter from the Minister of State-Owned Enterprises, No. SR-
111/MBU/DSI/04/2025, regarding the Notification of the Agenda on
Changes to the Company’s Management. Therefore, no discussion was held
on Agenda Item 7.
G. The Meeting resolutions are as follows:
The First Agenda:
1. Approval of the Company's Annual Report, including the Board of Commissioners’
Supervisory Report and the Implementation Report of the Corporate Social and
Environmental Responsibility Program for the fiscal year 2024, ending on December 31,
2024.
2. Ratification of:
a. The Company’s Consolidated Financial Statements for the fiscal year 2024, ending on
December 31, 2024, audited by the Public Accounting Firm (KAP) Heliantono &
Partners (Parker Russell International) according to Report No.
00231/2.0459/AU.1/03/0916 1/1/III/2025 dated March 20, 2025, with the opinion
"Fair, in all material respects";
b. The Financial Statements of the Micro and Small Business Funding Program for the
fiscal year 2024, ending on December 31, 2024, audited by KAP Heliantono & Partners
(Parker Russell International) according to Report No. 00377/2.0459/AU.2/03/0916-
1/1/III/2025 dated March 28, 2025, with the opinion "Fair, in all material respects."
3. Granting full discharge and acquittal (volledig acquit et de charge) to all members of the
Board of Directors for the management actions and to all members of the Board of
Commissioners for the supervisory actions they have undertaken during the fiscal year
2024, ending on December 31, 2024, provided that these actions do not constitute a
criminal offense and are reflected in the reports mentioned above.
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The Second Agenda:
1. Granting authority and power to the Board of Commissioners to appoint a Public Accountant
and/or Public Accounting Firm to conduct audits on the Company’s Consolidated Financial
Statements for the fiscal year 2025 and any other period within fiscal year 2025, or to audit
specific financial statements in 2025, as well as the Financial Statements and
Implementation of the Micro and Small Business Funding Program (UMK) for fiscal year
2025, with prior approval from the Series A Dwiwarna Shareholders.
2. Granting authority and power to the Board of Commissioners to appoint a Public Accountant
and/or Public Accounting Firm to audit the Company’s Consolidated Financial Statements
for other periods within fiscal year 2025 for the purposes and interests of the Company.
3. Granting authority and power to the Board of Commissioners to set the audit fee and other
terms for the Public Accountant and/or Public Accounting Firm and to appoint a replacement
Public Accountant and/or Public Accounting Firm if the appointed auditor is unable to
complete the audit of the Company’s Consolidated Financial Statements, as well as the
Financial Statements and Implementation of the Micro and Small Business Funding Program
(UMK) for fiscal year 2025, including setting the audit fee and other terms for the
replacement auditor.
The Third Agenda:
1. Granting authority and power to the Series A Dwiwarna Shareholders to determine the
following for the members of the Board of Commissioners:
a. Performance Bonus/Incentive/Special Incentive for the performance of the fiscal year
2024, in accordance with applicable provisions;
b. Honorarium, along with Facilities and Allowances for fiscal year 2025.
2. Approval to grant authority and power to the Board of Commissioners with prior written
approval from the Series A Dwiwarna Shareholders to determine the following for the
members of the Board of Directors:
a. Performance Bonus/Incentive/Special Incentive for the performance of the fiscal year
2024, in accordance with applicable provisions;
b. Salary, along with Facilities and Allowances for fiscal year 2025.
The Fourth Agenda:
Approval for the Company to provide guarantees exceeding 50% (fifty percent) of the
Company’s net assets in connection with the new pledge of accounts as a continuation
requirement of the Master Restructuring Agreement Amendment.
The Fifth Agenda:
The Fifth Agenda is considered as Reporting. Therefore, no decision is made. The Meeting
received a report on the Use of Proceeds from the Capital Increase through Pre-Emptive Rights
via the Second Limited Public Offering in 2021.
The Sixth Agenda:
The Sixth Agenda is considered as Reporting. Therefore, no decision is made. The Meeting
received a report on the Report on the Use of Proceeds from Public Offering of Bonds IV and
Mudharabah Sukuk I Waskita Karya in 2022.
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The Seventh Agenda
In connection with the Letter from the Minister of State-Owned Enterprises No. S-
153/MBU/03/2025 dated March 20, 2025, regarding the Proposed Agenda for the 2024 Fiscal
Year Annual General Meeting of Shareholders of PT Waskita Karya (Persero) Tbk, there were
no changes to the Company’s Management during the 2024 Annual GMS of PT Waskita Karya
(Persero) Tbk, as stated in the Minister’s Letter No. SR-111/MBU/DSI/04/2025 concerning the
Notification on the Agenda of Changes to the Company’s Management. Therefore, Agenda Item
Seven was not discussed.
Jakarta, May 2nd, 2025
The Board of Directors
PT Waskita Karya (Persero) Tbk
Names mentioned 17 people and organisations named in the text · linked when the evidence is strong
unresolved
person
BENJAMIN SOEGIPTO
p.2
unresolved
org
Financial Services Authority
p.2
unresolved
org
Minister of State-Owned Enterprises
p.3
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Heliantono & Partners
p.3 ×2
unresolved
org
Heliantono
p.3
unresolved
org
Minister of State-Owned Enterprises No. S-
p.5
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