Skip to content
Back to announcement

20250502_AUTO_Keterbukaan Informasi terkait Aksi Korporasi_31881817_lamp4.pdf

Other Text extracted AUTO

Source file signed link, expires in 15 minutes

This browser can't display the PDF inline. Open it in a new tab.

Extracted text 6

Page 1
                              ANNOUNCEMENT OF SUMMARY MINUTES
              OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS FOR FISCAL YEAR 2024
                                             AND
           SCHEDULE AND PROCEDURES FOR CASH DIVIDEND DISTRIBUTION FOR FISCAL YEAR 2024

The Board of Directors of PT Astra Otoparts Tbk (hereinafter referred to as the “Company”) hereby informs the Shareholders
that the Company has held the Annual General Meeting of Shareholders (AGMS) for the Fiscal Year 2024 (hereinafter referred
to as the “Meeting”).

A. Meeting was held on:
     Day/Date                              : Tuesday, 29th of April 2025.
     Meeting Time                          : 14:39 – 15:17 Indonesian Western Time (WIB)
     Registration Time                     : 12:00-14:00 WIB (Registration is only allowed during this specified period)
     Venue                                 : Hotel DoubleTree by Hilton Jakarta Kemayoran,
                                             Jl. Griya Utama No.1 Blok B, Sunter Agung, Tanjung Priok, Jakarta, 14350
       Electronic Attendance               : Via the KSEI Electronic General Meeting System (“eASY.KSEI”)

The Meeting Agenda is as follows:
    1. Approval of the Annual Report, including the ratification of the Supervisory Report of the Board of Commissioners, and
       the ratification of the Company’s Consolidated Financial Statements for the 2024 financial year;
    2. Determination of the allocation of the Company’s net profit for the 2024 financial year;
    3. Appointment of the members of the Board of Commissioners and Board of Directors of the Company;
    4. Determination of the honorarium and/or allowances for the Board of Commissioners and the salaries and allowances
       for the Board of Directors;
    5. Appointment of a Public Accounting Firm and Public Accountant to audit the Company’s Financial Statements for the
       2025 financial year.

B. Chairperson of the Meeting and Attendance at the Meeting:
The Meeting was chaired by Mr. Gidion Hasan as President Commissioner, based on the Board of Commissioners' decision
dated 29th of April 2025.

Members of the Company's Board of Commissioners and Directors who were present at the Meeting:

 Board of Commissioners                                          Board of Directors
 President Commissioner     :   Gidion Hasan                     President Director    :   Hamdani Dzulkarnaen Salim
 Independent Commissioner   :   Agus Tjahajana                   Director              :   Lay Agus
                                Wirakusumah                      Director              :   Kusharijono
 Independent Commissioner   :   Bambang Trisulo                  Director              :   Sophie Handili
 Independent Commissioner   :   Bambang Widjanarko E.S.          Director              :   Tujuh Martogi Siahaan
 Commissioner               :   Chiew Sin Cheok
 Commissioner               :   Sudirman Maman Rusdi             Director              :   Ronny Kusgianta
 Commissioner               :   Gunawan Geniusahardja            Director              :   Prihatanto Agung Lesmono
                                                                 Director              :   Abun Gunawan
Page 2
C. Shareholder Quorum:

The Meeting was attended by the Shareholders and/or proxies/representatives of the Shareholders representing a total of
4,270,746,831 shares or 88.60% of the total shares with valid voting rights issued by the Company, namely a total of
4,819,733,000 Shares. Therefore, the provisions regarding the quorum of attendance at the Meeting as stipulated in the
Company’s Articles of Association and Law No. 40 of 2007 concerning Limited Liability Companies as well as the regulations
in the Capital Market sector have been fulfilled.

D. Legal Procedure Fulfillment:

    1. Notification to the Financial Services Authority on 5th of March 2025, regarding the plan to convene the Meeting.
    2. Announcement to the Company’s Shareholders regarding the upcoming Meeting, which was announced on the
       website of PT Indonesia Stock Exchange and the Company's website on 12th of March 2025.
    3. Invitation to the Company’s Shareholders to attend the Meeting, which was announced on the website of PT Indonesia
       Stock Exchange and the Company's website on 27th of March 2025.

E. Opportunity for questions and answers and/or opinions at the meeting.

Shareholders were given the opportunity to ask questions or express opinions during each agenda item.


F. Number of Shareholders who asked questions and/or provided opinions regarding the Meeting agenda.

           First Agenda             Second Agenda          Third Agenda            Fourth Agenda             Fifth Agenda


           One question                 None                      None                  None                     None

G. Decision Making Mechanism.

Decisions are made based on deliberation to reach consensus. However, if any Shareholders or Proxies of Shareholders do
not agree or cast a blank/abstain vote, then the decision will be made through a voting process by submitting a Voting Card.
Shareholders who do not submit their Voting Cards during the voting process will be deemed to have agreed. In accordance
with the provisions of Article 47 of the Financial Services Authority Regulation Number 15/POJK.04/2020 concerning the
Planning and Implementation of the General Meeting of Shareholders of Public Companies, blank/abstain votes are considered
to have the same vote as the majority of shareholders who cast valid votes and are present, including electronically via the
eASY.KSEI system in the E-Meeting Hall menu, under the GMS Broadcast sub-menu.

H. Results of decision making at the Meeting:

        Agenda                Agree                       Not Agree                       Abstain             Resolution
                    Total Shares    Precentage    Total Shares Precentage          Total       Precentage
                                                                                  Shares
           1        4.253.295.731         99,59            300           0,00    17.450.800            0,40 Approved by
                                                                                                            majority vote
           2        4.254.861.731         99,62            300           0,00    15.884.800             0,37 Approved by
                                                                                                             majority vote
           3        4.119.772.630         96,46     135.087.901          3,16    15.886.300             0,37 Approved by
                                                                                                             majority vote
Page 3
           4         4.244.747.792         99,39      10.052.539           0,23    15.946.500             0,37 Approved by
                                                                                                               majority vote
           5         4.119.414.630         96,45     135.390.301           3,17    15.941.900             0,37 Approved by
                                                                                                               majority vote

I. The Meeting Resolutions are as follows:

First Agenda:
1. Approve and accept the Annual Report for the financial year 2024, including ratifying the Supervisory Task Report of the
    Board of Commissioners of the Company, as well as ratifying the Company's Consolidated Financial Statements for the
    financial year 2024 which have been audited by the Public Accounting Firm Rintis, Jumadi, Rianto & Rekan, with a
    reasonable opinion in all material matters, as stated in its report Number 00070/2.1457/AU.1/05/0239-2/1/II/2025 dated
    20th of February 2025.

2. With the approval of the Annual Report and the ratification of the Supervisory Task Report of the Board of Commissioners
   of the Company and the Company's Consolidated Financial Statements, all members of the Board of Directors and Board
   of Commissioners of the Company are granted full repayment and release of responsibility (acquit et de charge) for the
   management and supervisory actions they have carried out during the financial year 2024, to the extent that such actions
   are reflected in the Annual Report and Financial Statements Consolidation of the Company for the 2024 financial year.

Second Agenda:
   a. Approved the determination of the use of the Company's net profit for the financial year 2024, which is IDR
       2,033,640,361,396,- (two trillion thirty-three billion six hundred and forty million three hundred and sixty-one thousand
       three hundred and ninety-six Rupiah), as follows:
       1) In the amount of Rp915,749,270,000,- (nine hundred and fifteen billion seven hundred and forty-nine million two
            hundred and seventy thousand Rupiah) or Rp190,- (one hundred and ninety Rupiah) each share is distributed as
            cash dividends, including interim dividends of Rp274,724,781,000,- (two hundred and seventy-four billion seven
            hundred and twenty-four million seven hundred and eighty-one thousand Rupiah) or Rp57,- (fifty-seven Rupiah)
            each share that has been paid on October 24, 2024, so that the remaining amount of Rp641,024,489,000,- (six
            hundred and forty-one billion twenty-four million four hundred and eighty-nine thousand Rupiah) or Rp133,- (one
            hundred and thirty-three Rupiah) per share, will be paid on 28th of May 2025, to the Company's Shareholders
            whose names are recorded in the Company's Register of Shareholders on 14th of May 2025.
       2) The remaining Net Profit that has not been determined for use is recorded as retained earnings by the Company.
            To give authority and power of attorney with the right of substitution to the Company's Board of Directors to carry
            out the distribution of the dividend and to carry out all necessary actions. Dividend payments will be made by
            paying attention to tax provisions, provisions of the Indonesia Stock Exchange and other applicable capital market
            provisions
   b. The Company does not set a special reserve considering that the minimum amount of special reserves required in
       article 70 of the PT Law has been met.

Third Agenda:

    1. Approved the appointment of Members of the Board of Commissioners and the Board of Directors of the Company for
       the term of office from the closing of the Company's Annual General Meeting of Shareholders in 2025 until the closing
       of the Company's Annual General Meeting of Shareholders in 2027.

         Board of Commissioners:
            Gidion Hasan                               as President Commissioner
            Bambang Widjanarko E. S.                   as Independent Commissioner
Page 4
             Agus Tjahajana Wirakusumah               as Independent Commissioner
             Bambang Trisulo                          as Independent Commissioner
             Gunawan Geniusahardja                    as Commissioner
             Sudirman Maman Rusdi                     as Commissioner
             Thomas Junaidi Alim. W                   as Commissioner

             Anggota Direksi:
             Hamdani Dzulkarnaen Salim                as President Director
             Yusak Kristian Solaeman                  as Vice President Director
             Tujuh Martogi Siahaan                    as Director
             Ronny Kusgianta                          as Director
             Sophie Handili                           as Director
             Abun Gunawan                             as Director
             Prihatanto Agung Lesmono                 as Director
             Andi Gunanto                             as Director

    2. To authorize the Board of Directors of the Company with the right of substitution to declare the decision of the Meeting
       regarding the appointment of the Board of Directors and the Board of Commissioners of the Company in a separate
       deed before the Notary and to request notification to the Minister of Law of the Republic of Indonesia in connection
       with the appointment of the aforementioned Board of Directors and Board of Commissioners of the Company, as well
       as to take all actions required and required by the prevailing laws and regulations.

 Fourth Agenda:

    1. To stipulate for all members of the Board of Commissioners of the Company, the provision of a maximum honorarium
       of Rp4,327,154,000,- gross per annum payable 13 times in one year, effective from the close of this Meeting until the
       close of the Annual General Meeting of Shareholders in 2026, and to authorize the President Commissioner to
       determine the distribution of the amount of such honorarium among the members of the Board of Commissioners of
       the Company by taking into account the opinion of the Committee Nomination and Remuneration of the Company;
       and
    2. Authorize the Board of Commissioners of the Company to determine the salaries and allowances of members of the
       Company's Board of Directors by taking into account the recommendations of the Company's Nomination and
       Remuneration Committee.

 Fifth Agenda:

    1. Appoint Pioneer Public Accounting Firm, Jumadi, Rianto & Rekan, a member firm of PricewaterhouseCoopers,
       registered with the Financial Services Authority, as a Public Accounting Firm and Ms. Ely as a Public Accountant, to
       conduct an audit of the Company's consolidated financial statements for the financial year 2025;
    2. Authorize the Board of Commissioners of the Company to appoint each successor if the Public Accountant is unable
       to carry out his duties for any reason, in accordance with applicable regulations; and
    3. Authorize the Board of Directors of the Company to determine the amount of honorarium and other requirements in
       connection with the appointment of such Public Accounting Firm and Public Accountant, in accordance with applicable
       regulations.

J. Cash Dividend Distribution Schedule

Furthermore, in relation to the resolution of the Second Meeting Agenda as mentioned above, whereby the Meeting has resolved
to distribute dividends in the amount of IDR 915,749,270,000 (nine hundred fifteen billion seven hundred forty-nine million two
hundred seventy thousand Rupiah), or approximately 45% (forty-five percent) of the profit recorded as the Company’s net
Page 5
income for the fiscal year ending on 31st of December 2024, or IDR 190 (one hundred ninety Rupiah) per share to be distributed
as cash dividends, including interim dividends amounting to IDR 274,724,781,000 (two hundred seventy-four billion seven
hundred twenty-four million seven hundred eighty-one thousand Rupiah) or IDR 57 (fifty-seven Rupiah) per share, which were
paid on October 24, 2024, leaving the remaining amount of IDR 641,024,489,000 (six hundred forty-one billion twenty-four
million four hundred eighty-nine thousand Rupiah) or IDR 133 (one hundred thirty-three Rupiah) per share, which will be paid
on 28th of May 2025, to the Company’s Shareholders whose names are recorded in the Company's Shareholder Register as of
14th of May 2025. Therefore, the Schedule and Procedures for the Distribution of the Final Cash Dividend for Fiscal Year 2024
are hereby announced as follows:

         No.                                           Highlight                                               Date



          1      GMS Implementation Date (for Final Cash Dividend)/Approval of the Board of                29 April 2025
                 Commissioners for the Board of Directors' decision regarding the distribution of
                 interim dividends (for Interim Cash Dividends)

          2      The GMS results report is accompanied by a summary of the GMS minutes                      2 Mei 2025
                 announced on IDXNet

          3      Submitting Dividend Distribution Schedule via IDXnet (Form E0X3)                           2 Mei 2025

          4      Cum dividends in Regular and Negotiated Markets                                            8 Mei 2025

          5               Ex dividends in the Regular and Negotiated Markets                                9 Mei 2025

          6      Cum dividends in the Cash Market                                                           14 Mei 2025

          7               Ex dividends in the Cash Market                                                   15 Mei 2025

          8      Recording Date entitled to dividend                                                        14 Mei 2025

          9      Dividend payment in the amount of IDR 133 (one hundred thirty-three rupiah) per            28 Mei 2025
                 share



K. Procedures for Cash Dividend Payment:

    1. Cash Dividend will be distributed to Shareholders whose names are recorded in the Company's Register of
       Shareholders ("DPS") or recording date on 14th of May 2025 and/or the Company's shareholders in the securities sub-
       account at PT Kustodian Sentral Efek Indonesia ("KSEI") at the close of trading on 14th of May 2025.
    2. For Shareholders whose shares are included in KSEI's collective custody, cash dividend payments will be carried out
       through KSEI and will be distributed to the Securities Company and/or Custodian Bank account on 28th of May 2025.
       Proof of cash dividend payment will be submitted by KSEI to the Shareholders through the Securities Company and/or
       Custodian Bank where the Shareholder opens his account. Meanwhile, for Shareholders whose shares are not
       included in KSEI's collective custody, the cash dividend payment will be transferred to the Shareholder's account.
    3. The cash dividend will be taxed in accordance with the applicable tax laws and regulations. The amount of tax imposed
       will be borne by the relevant Shareholder and deducted from the amount of cash dividends to which the Shareholder
       is entitled.
    4. For Shareholders who are Domestic Taxpayers in the form of legal entities that have not included a Taxpayer
       Identification Number ("NPWP"), they are required to submit their NPWP to the Securities and/or to the Custodian
       Bank and/or the Securities Administration Bureau of PT Raya Saham Registra ("BAE") with the address Plaza Sentral
Page 6
   Building 2nd Floor, Jalan Jend. 47-48, no later than 14th of May 2025 at 16.00 WIB. Without the inclusion of the NPWP,
   the cash dividends paid to the Domestic Taxpayer will be subject to an income tax rate 100% higher than the normal
   rate.
5. For Shareholders who are Foreign Taxpayers whose tax deductions will use the rate based on the Double Tax
   Avoidance Agreement ("P3B"), they are required to meet the requirements of article 26 of the Income Tax Law No. 36
   of 2008 concerning the Fourth Amendment to Law No. 7 of 1983 concerning Income Tax and the submission of the
   DGT form which will be legalized by the Tax Service Office of Listed Companies to KSEI or BAE no later than 14th of
   May 2025 at 16.00 WIB, without the documents in question, the cash dividends paid will be subject to article 26 income
   tax of 20%.

                                            Jakarta, 2nd of May 2025
                                       Board of Directors of the Company

File

File Open PDF
Source IDX
Size0.2 MB
Published2 May 2025
Pages6
Characters19,564
Text sourceEmbedded text layer
OCR confidence—

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

linked org Astra Otoparts Tbk p.1 ×2
linked person Gidion Hasan · President Commissioner p.1 ×3
linked person Hamdani Dzulkarnaen Salim p.1 ×2
linked person Lay Agus p.1
linked person Bambang Trisulo p.1 ×2
linked person Sophie Handili p.1 ×2
linked person Tujuh Martogi Siahaan p.1 ×2
linked person Chiew Sin Cheok p.1
linked person Sudirman Maman Rusdi p.1 ×2
linked person Ronny Kusgianta p.1 ×2
linked person Gunawan Geniusahardja p.1 ×2
linked person Prihatanto Agung p.1 ×2
linked person Abun Gunawan p.1 ×2
linked person Bambang Widjanarko E. S. p.3
linked person Agus Tjahajana Wirakusumah p.4 ×2
linked person Thomas Junaidi Alim. W p.4
linked person Yusak Kristian Solaeman p.4
linked person Andi Gunanto p.4
possible person Ely p.4
unresolved person Bambang Widjanarko E.S. p.1
unresolved org Financial Services Authority p.2 ×3
unresolved org PT Indonesia Stock Exchange p.2 ×4
unresolved org Rianto & Rekan p.3 ×2
unresolved org Minister of Law p.4
unresolved org PT Kustodian Sentral Efek Indonesia p.5
unresolved org PT Raya Saham Registra p.5

Extraction attempts how the parser did, and what it refused

Nothing structured was extracted from this document — the attempts below say why.

No extraction attempted yet.

↑↓ select ↵ open ⇧↵ see every result