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20250429_UNTR_Ringkasan Risalah//Risalah RUPS_31879033_lamp2.pdf
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ANNOUNCEMENT OF SUMMARY OF THE MINUTES OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS 2025 AND
EXTRAORDINARY MEETING OF SHAREHOLDERS
PT UNITED TRACTORS Tbk
PT United Tractors Tbk, a public limited liability company established under the laws of Republic Indonesia,
domiciled in East Jakarta (hereinafter referred to as the "Company"), hereby announces to all the Shareholders
of the Company, that on 25 April 2025, the Company held the 2025 Annual General Meeting of Shareholders
(“AGMS”) and the Extraordinary General Meeting of Shareholders (“EGMS”) (the AGMS and the EGMS
collectively referred to as "Meeting").
As stipulated in Article 49 of Financial Services Authority Regulation No. 15/POJK.04/2020 on the Plan and
Implementation of General Meeting of Shareholders of Public Company, dated 21 April 2020 (hereinafter
referred to as the “OJK Regulation No. 15”), the Company is obliged to prepare a summary of minutes of
Meeting, in accordance with the minutes of Meeting stated in the Deed of the Minutes of AGMS of PT United
Tractors Tbk number 132 dated 25 April 2025 and the Deed of the Minutes of EGMS number 134 dated 25
April 2025, both made by Jose Dima Satria, S.H., M.Kn., a Notary in South Jakarta, as follows:
1. Location, date and time
- Date : 25 April 2025
- Place : Catur Dharma Hall, Menara Astra 5th Floor,
Jalan Jend. Sudirman Kav. 5-6, Karet Tengsin, Kec. Tanah Abang,
Jakarta Pusat, Daerah Khusus Ibukota Jakarta 10220
- Time : - AGMS : 08.46 AM Western Indonesian Time (“WIT”) until 09.54 AM WIT
- EGMS : 10.02 AM WIT until 10.12 AM WIT
2. Agenda of AGMS:
1. Approval of the Annual Report 2024, including the Ratification of the Board of Commissioners’
Supervisory Report as well as the Ratification of the Company’s Consolidated Financial Statements for
the Financial Year 2024;
2. Determination of the Utilization of the Company’s Net Profits for the Financial Year 2024;
3. Appointment of the Board of Directors and the Board of Commissioners of the Company for the
2025–2027 Terms of Office;
4. Determination of Remuneration and Allowances of the Board of Directors of the Company and
Remuneration or Honorarium and Allowances of the Board of Commissioners of the Company for the
period of 2025-2026; and
5. Appointment of a Public Accountant Firm to Conduct the Audit of the Company’s Financial Statements
for the Financial Year 2025.
3. Agenda of EGMS:
Approval of the Amendment to Article 3 of the Company’s Article of Association on Purposes and
Objectives as well as the Business Activities including Discussion of the Feasibility Study on the Addition
of the Company’s Business Activities.
4. - Members of the Board of Directors who presented in the Meeting:
President Director Frans Kesuma
Director Iwan Hadiantoro
Director Loudy Irwanto Ellias
Director Idot Supriadi
Director Edhie Sarwono
Director Widjaja Kartika
Director Vilihati Surya
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- Members of the Board of Commissioners who presented in the Meeting:
President Commissioner Djony Bunarto Tjondro
Vice President Commissioner Rudy
Commissioner Chiew Sin Cheok
Commissioner Djoko Pranoto Santoso
Independent Commissioner Bruce Malcolm Cox
Independent Commissioner Nanan Soekarna
Independent Commissioner Paulus Bambang Widjanarko
- Members of the Board of Commissioners who participated in the Meeting through video conference:
Commissioner Benjamin Herreden Birks
5. Number of shares with valid voting rights present:
a. The AGMS were attended by 2,988,007,135 shares or equal to 82.2732% of the total shares with valid
voting rights issued by the Company; and
b. The EGMS were attended by 2,977,767,286 shares or equal to 81.9913% of the total shares with valid
voting rights issued by the Company.
6. The Shareholders were given an opportunity to submit a question and/or opinion related to each agenda
of the Meeting, as follows:
a. There were 3 questions raised by 3 Shareholders on the first AGMS agenda. There were no questions
from the Shareholders or their proxies on the second AGMS agenda until the fifth AGMS agenda; and
b. There were no questions raised by Shareholders or their proxies on the EGMS agenda.
7. Voting mechanisms in the Meeting:
a. Resultions 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 gave blank votes
(abstain) and (b) attend the Meeting and vote against the proposals;
b. Votes were cast verbally by raising the hands, first by those who were not in favor of the proposed
resolution and then by those who cast blank votes.
c. Pursuant to the Articles of Association and Article 47 of OJK Regulation No. 15, Shareholders with
valid vote rights or their proxies who attended the Meeting but gave blank votes (abstain), should be
considered as casting the same votes as those of the majority.
d. Pursuant to the Financial Services Authority Regulation Number 16/POJK.04/2020 dated 20 April 2020
concerning the Implementation of Electronic General Meeting of Shareholders of Public Companies,
this Meeting was held physically and electronically using electronic facilities general meeting of
shareholders provided by PT Kustodian Sentral Efek Indonesia, namely eASY.KSEI (related to the
granting of power of attorney through e-Proxy and also the exercise of voting rights through e-
Voting).
8. The results of voting and Resolutions of the Meeting are as follows:
AGMS
i. First Agenda
Total Agreed Votes
Agreed Disagreed Abstained
(Agreed Vote + Abstained)
2,951,580,794 votes / 5,900,213 votes / 30,526,128 votes / 2,982,106,922 votes /
98.78091519% 0.19746315% 1.02162166% 99.80253685%
Resolutions of the AGMS:
1. to approve and accept the Annual Report of the Company for the Financial Year 2024, including
ratify the Supervisory Report of Board of Commissioners of the Company and ratify the
Consolidated Financial Statements of the Company and Subsidiaries for the Financial Year 2024
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audited by the Public Accounting Firm of Rintis, Jumadi, Rianto & Partners, as stated in their
report dated 26 February 2025, rendering fair opinion in all material respects;
2. upon the said approval on the Annual Report and ratification of the Supervisory Report of Board
of Commissioners and the Consolidated Financial Statements of the Company and Subsidiaries, to
fully release and discharge (acquit et decharge) all members of the Board of Directors and the
Board of Commissioners of the Company respectively from their management responsibility and
from their supervisory duty, performed during the financial year 2024, to the extent those
responsibilities and duties are reflected in the Annual Report and Consolidated Financial
Statements of the Company and Subsidiaries for the Financial Year 2024.
ii. Second Agenda
Total Agreed Votes
Agreed Disagreed Abstained
(Agreed Vote + Abstained)
2,944,465,265 votes / 15,430,228 votes / 28,111,642 votes / 2,972,576,907 votes /
98.54277891% 0.51640533% 0.94081576% 99.48359467%
Resolutions of the AGMS:
To approve the use of the Company’s consolidated net income for the financial year ended 31
December 2024 amounting to Rp19,531,205,172,338 to be appropriated as follows:
a. in the amount of Rp2,151 per share or a total of Rp7,812,021,451,536, distributed as cash
dividends, including an interim dividends of Rp667 per share or a total of Rp2,422,416,693,712
which was paid on 24 October 2024 so that the remaining balance Rp1,484 per share or a total
of Rp5,389,604,757,824 will be distributed to the Company’s Shareholders whose names are
registered in the Company’s Shareholders Register on 8 May 2025 at 16.00 WIT and will be paid
to the Company’s Shareholders on 28 May 2025;
b. to authorize the Board of Directors of the Company to distribute the dividend payments and to
take all necessary actions. Payment of dividends shall comply with tax, Indonesia Stock Exchange
and other prevailing capital market regulations;
c. The remaining, being Rp11,719,183,720,802,- shall be recorded as retained earnings of the
Company.
iii. Third Agenda
Total Agreed Votes
Agreed Disagreed Abstained
(Agreed Vote + Abstained)
2,277,031,332 votes / 680,942,915 votes / 30,032,888 votes / 2,307,064,220 votes /
76.2056859% 22.78919977% 1.00511433% 77.21080023%
Resolutions of the AGMS:
A. to re-appoint:
1) Mr. Frans Kesuma as President Director;
2) Mr. Loudy Irwanto Ellias as Director;
3) Mr. Iwan Hadiantoro as Director;
4) Mr. Idot Supriadi as Director;
5) Mr. Widjaja Kartika as Director;
6) Mrs. Vilihati Surya as Director;
7) Mr. Djony Bunarto Tjondro as President Comissioner;
8) Mr. Rudy as Vice President Commissioner;
9) Mr. Djoko Pranoto Santoso as Commissioner;
10) Mr. Benjamin Herrenden Birks as Commissioner;
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11) Mr. Paulus Bambang Widjanarko as Independent Commissioner and
12) Mr. Bruce Malcolm Cox as Independent Commissioner.
B. to appoint:
1) Mr. Ari Sutrisno as Director;
2) Mr. Hendra Hutahean as Director;
3) Mrs. Gita Tiffani Boer as Commissioner; and
4) Mr. Ignasius Jonan as Independent Commissioner.
Therefore, the members of the Board of Commissioners and Board of Directors are as follows:
Board of Directors:
President Director : Frans Kesuma
Director : Loudy Irwanto Ellias
Director : Iwan Hadiantoro
Director : Idot Supriadi
Director : Widjaja Kartika
Director : Vilihati Surya
Director : Ari Sutrisno
Director : Hendra Hutahean
Board of Commissioners:
President Commissioner : Djony Bunarto Tjondro
Vice President Commissioner : Rudy
Commissioner : Djoko Pranoto Santoso
Commissioner : Gita Tiffani Boer
Commissioner : Benjamin Herrenden Birks
Independent Commissioner : Paulus Bambang Widjanarko
Independent Commissioner : Bruce Malcolm Cox
Independent Commissioner : Ignasius Jonan
for the terms that will be effective from the closing of the EGMS which was conducted after the
AGMS until the Annual General Meeting Shareholders that will be held in 2027.
C. to authorize the Board of Directors of the Company with the right of substitution to: (i)
memorialize some of the resolutions with regard to this Meeting Agenda in a notarial deed and
to notify the Minister of Law of the Republic of Indonesia; (ii) sign letters, deeds or other
documents; (iii) appear before the Notary and/or the relevant authorities; as well as (iv) take all
actions deemed necessary to achieve the aforementioned purpose in accordance with the
applicable laws and regulations.
iv. Fourth Agenda
Total Agreed Votes
Agreed Disagreed Abstained
(Agreed Vote + Abstained)
2,825,855,049 votes / 133,176,998 votes / 28,975,088 votes / 2,854,830,137 votes /
94.57323632% 4.45705087% 0.96971281% 95.54294913%
Resolutions of the AGMS:
1. to authorize the Board of Commissioners of the Company to determine the amount of
remuneration and allowances of the Board of Directors of the Company for the period of 2025-
2026, by taking into consideration the recommendation of the Nomination and Remuneration
Committee of the Company;
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2. to determine remuneration or honorarium and allowances of the Board of Commissioners of the
Company for the period of 2025-2026, maximum in the total amount of Rp3,434,769,000 yearly,
which shall be effective from the closing of this Annual General Meeting of Shareholders until
the closing of the Annual General Meeting of Shareholders that will be convened in 2026, and to
authorize the President Commissioner of the Company to determine the distribution of the said
amount amongst the members of the Board of Commissioners of the Company by taking into
consideration the recommendation of the Nomination and Remuneration Committee of the
Company.
v. Fifth Agenda
Total Agreed Votes
Agreed Disagreed Abstained
(Agreed Vote + Abstained)
2,772,204,146 votes / 186,750,019 votes / 29,052,970 votes / 2,801,257,116 votes /
92.77769499% 6.24998571% 0.9723193% 93.75001429%
Resolutions of the AGMS:
1. to appoint Public Accountant Firms Rintis, Jumadi, Rianto & Partners, registered in the Financial
Services Authority, to audit the Consolidated Financial Statements of the Company and
Subsidiaries for the financial year 2025; and
2. to authorize the Board of Directors of the Company to determine the honorarium and other
terms and conditions related to appointment of the public accounting firm according to
prevailing regulation.
EGMS
Total Agreed Votes
Agreed Disagreed Abstained
(Agreed Vote + Abstained)
2,959,628,244 votes / 620,200 votes / 17,518,842 votes / 2,977,147,086 votes /
99.39085092% 0.02082769% 0.58832139% 99.97917231%
Resolutions of the EGMS:
1. To approve the amendment to Article 3 of the Company's Articles of Association concerning the
Purpose and Objectives and Business Activities, including the Discussion of the Feasibility Study
on the Addition of the Company's Business Activities with KBLI 63122;
2. Granting the authorization to the Board of Directors of the Company to:
a. make changes and/or additions to the Articles of Association that have been decided in this
Meeting if deemed necessary or in the event that there are further provisions issued by
relevant government agencies;
b. state all or part of the decisions of the Meeting with the right of substitution in connection
with this agenda in a notarial deed and submit a request for approval and notification to the
Minister of Law of the Republic of Indonesia;
c. sign letters, deeds, or other documents;
d. appear before a Notary and/or authorized official; and
e. take all actions deemed necessary to achieve the above purposes.
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In relation to the second agenda of the AGMS, the following are the procedures and cash dividend payment
schedule:
Cash dividend payment schedule:
Activities Date
Cum Cash dividend on Regular and Negotiation Market 6 May 2025
Ex Cash dividend on Regular and Negotiation Market 7 May 2025
Cum Cash dividend on Cash Market 8 May 2025
Ex Cash dividend on Cash Market 9 May 2025
Recording Date 8 May 2025
Payment Date 28 May 2025
Procedures of the Payment:
1. This announcement of cash dividend payment schedule is an official notice from the Company and the
Company does not issue a special notice to the Company’s Shareholders.
2. The cash dividend will be paid to Shareholders whose names are registered in the Register of
Shareholders on 8 May 2025 at 16.00 WIT or Shareholders of the Company on the Securities Sub Account
of PT Kustodian Sentral Efek Indonesia (“KSEI”) at the close of trading on 8 May 2025 (hereinafter
referred to as “Eligible Shareholders”).
3. Payment of cash dividend:
a. For Eligible Shareholders whose shares are still in certificate forms, payment of the cash dividend will
be made by transfer (bank transfer) to the account of Eligible Shareholders who have informed the
bank name and account number on behalf of the Eligible Shareholders through a letter with IDR
10,000 stamp duty to the Share Registrar, namely PT Raya Saham Registra (“Registrar”), domiciled at
Gedung Plaza Sentral, Lantai 2, Jl. Jend. Sudirman kav. 47–48, Jakarta, at the latest on 8 May 2025 at
16.00 WIT, accompanied by a photocopy of identity card (“KTP”) or passport, and the address
indicated in the KTP or passport must match with the address shown in the Register of Shareholders.
b. For Eligible Shareholders whose shares have been registered in KSEI, the payment of cash dividend
will be made through KSEI and Eligible Shareholders will receive payment from the relevant Account
Holder of KSEI.
4. The cash dividend that will be distributed will be deducted by the Income Tax:
a. 20% of Income Tax (Article 26) for foreign taxpayer; and
b. For the dividend cash to be distributed to Domestic Individual Taxpayer or Domestic Entity Taxpayers,
the Company does not deduct the Income Tax directly as stipulated by Law No. 11 Year 2020 on
Omnibus Law (UU Cipta Kerja) (“UU-11”) and Government Regulation No. 55 Year 2022 on
Adjustment of Regulation in the Field of Income Tax and Ministry of Finance Regulation No.
18/PMK.03/2021 on Implementation of UU-11 on Income Tax, Value Added Tax and Taxes on the Sale
Tax on Luxury Goods, as well as General Provisions And Taxation Procedures.
5. For:
Eligible Shareholders who are foreigners and the foreign taxpayers whose country has a Double Tax
Avoidance Agreement (P3B) with the Republic of Indonesia and intend to request the adjusted tax
deduction at the rate stated in the P3B, shall meet the requirements as stated in the Director General of
Tax Regulation No. PER-25/PJ/2018 on the Procedures for the Implementation of Double Tax Avoidance
Agreement (“PER-25”), by sending/delivering:
1) Letter of Domicile (“LOD”) meeting requirements stipulated in the Annexure E of PER-25 (Form-DGT),
or
2) Receipt of LOD of foreign taxpayers, if LOD of foreign taxpayers has been conveyed electronically.
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The said document is delivered only one time in the period referred to in the LOD and is requested to be
sent/delivered to KSEI or the Registrar no later than 8 May 2025 at 16.00 WIT or in accordance with KSEI
regulation. If until the said date, KSEI or Registrar does not receive the above documents, the dividends
will be subject to 20% of Income Tax (Article 26).
Jakarta, 29 April 2025
PT United Tractors Tbk
Board of Directors
Notes: This Announcement is made in Indonesian and English languages. The Indonesian version shall prevail in
the case of any inconsistencies or differencies of interpretation with the English language text of this
Announcement.
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ANNOUNCEMENT OF
RATIFICATION BY THE GENERAL MEETING OF SHAREHOLDERS
ON CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY AND SUBSIDIARIES FOR THE FINANCIAL
YEAR 2024 OF
PT UNITED TRACTORS Tbk
In compliance with the Article 68 paragraph (4) of the Law No. 40 year 2007 regarding the Limited Liability
Company, the Board of Directors of PT United Tractors Tbk (the “Company”), hereby announce that the
Consolidated Financial Statements of the Company and Subsidiaries for the Financial Year 2024 which has
been audited by the Public Accounting Firm Rintis, Jumadi, Rianto & Rekan, has been ratified by the Annual
General Meeting of Shareholders of the Company on Friday dated 25 April 2025.
Jakarta, 29 April 2025
PT United Tractors Tbk
Board of Directors
Notes: This Announcement is made in Indonesian and English languages. The Indonesian version shall prevail in
the case of any inconsistencies or differencies of interpretation with the English language text of this
Announcement.
Names mentioned 31 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1 ×3
unresolved
person
Jose Dima Satria
· Notaris
p.1
unresolved
—
Loudy Irwanto Elli
· Director
p.1 ×2
unresolved
person
Edhie Sarwono
· Director
p.1
unresolved
person
Nanan Soekarna
· Commissioner
p.2
unresolved
person
Benjamin Herreden Birks
· Commissioner
p.2
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.2 ×3
unresolved
org
Rianto & Partners
p.3 ×2
unresolved
org
Indonesia Stock Exchange
p.3
unresolved
person
Benjamin Herrenden Birks
· Commissioner
p.3 ×3
unresolved
org
Minister of Law
p.4 ×2
unresolved
org
PT Raya Saham Registra
p.6
unresolved
org
Ministry of Finance Regulation
p.6
unresolved
org
Rianto & Rekan
p.8
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