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20250417_NAIK_Ringkasan Risalah//Risalah RUPS_31876226_lamp2.pdf
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ANNOUNCEMENT OF SUMMARY OF MINUTES OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT ADIWARNA ANUGERAH ABADI Tbk
In order to fulfill the provisions of Article 49 paragraph (1) and Article 51 paragraph (1)
of the Financial Services Authority Regulation No. 15/POJK.04/2020 concerning the
Plan and the Implementation of the General Meeting of Shareholders of Public
Company ("POJK 15/2020"), the Board of Directors of the Company hereby announce
the Summary of Minutes of the Company's Annual General Meeting of Shareholders
("Meeting") as follows:
A. The Meeting of the Company has been held on:
Day/Date : Tuesday, April 15, 2025;
Time : 10.30’ BBWI - 11.24’ BBWI;
Place : Garnet Emerald Meeting Room, 6th Floor Royal Palm
Hotel & Conference Center Mutiara Taman Palem Complex Block
C No. 1 Jalan Outer Ring Road RT.7/RW.14, Cengkareng West
Jakarta 11730..
B. Agenda of the Meeting are as follows:
1. Approval and ratification of the Annual Report for the financial year ended
December 31, 2024, which consists of:
a. Report on the management of the Company by the Board of
Directors and the Report on the supervision of the Company by the
Board of Commissioners for the financial year ended on December
31, 2024;
b. Financial Statements and ratification of the balance sheet as well as
the calculation of profit and loss for the financial year ended on
December 31, 2024 as well as granting and release and full acquittal
(acquit et de charge) to all members of the Board of Directors and
members of the Board of Commissioners of the Company for the
management and supervision actions they have taken for the financial
year ended on December 31, 2024.
2. Determination of the Company's profit and loss for the financial year ended
on December 31, 2024, which consists of:
a. Proposal for the determination of mandatory reserve funds in
accordance with the provisions of Law number 40 of 2007 concerning
Limited Liability Companies; and
b. Proposal for the distribution of dividends with an indication of Rp 2,-
(two Rupiah) to Rp 4,- (four Rupiah) per share.
3. Determination of the amount of salary and other benefits for members of
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the Board of Directors and members of the Board of Commissioners of the
Company.
4. Appointment of Public Accountant who will audit the Company's financial
statements for the financial year ending on December 31, 2025.
5. Accountability for the realization of the use of proceeds from the Public
Offering.
C. Board of Directors and Board of Commissioners of the Company present at this
Meeting are as follows:
BOARD OF DIRECTORS:
- President Director : Mr. JOHANNES;
- Director (Marketing) : Mr. MARCUS NUGRAHA;
- Director (Operational) : Mr. WELLY HERMAWAN;
- Director (Finance) : Mrs. YANA MARYANAH.
BOARD OF COMMISSIONERS:
- President Commissioner : Mr. ANWAR EFFENDY;
- Independent Commissioner : Mr. IR. WAHYU GUMELAR.
D. Based on the attendance list of the shareholders of the Meeting, the recorded
number of shares present or represented in the Meeting is 2.531.549.100
shares, which constitute 77,89% from the total amount of shares that have been
issued by the Company, which have valid voting rights as required by the
Company's articles of association and POJK 15/2020.
E. The Company has provided opportunities for the shareholders and the proxy of
shareholders to raised questions and/or provide opinions prior to the adoption of
resolution for each agenda item of the Meeting.
F. In the Meeting, there were no shareholders or proxy of shareholders who raised
questions and/or provided opinions regarding each agenda item of the Meeting.
G. The mechanism of adopting resolution of Meeting:
1. The mechanism of adopting resolution of Meeting was conducted in
amicable manner. If no amicable resolution is reached, voting system is
implemented in the Meeting through open voting system.
2. Shareholders were allowed to vote through Electronic General Meeting
System KSEI (eASY.KSEI) provided by PT KUSTODIAN SENTRAL EFEK
INDONESIA (“KSEI”).
3. Based on Article 11 paragraph (48) of the Company's Articles of
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Association and Article 47 of POJK 15/2020, shareholders with valid voting
rights and have been present, both physically and electronically at the
Meeting, but have not exercised their voting rights or abstained, are
considered valid to attend the Meeting and cast the same vote as the
majority of the voting shareholders by adding the said vote to the votes of
the majority of the voting shareholders.
H. Voting results:
FIRST AGENDA OF THE MEETING:
Disagree : 1.200 votes;
Abstain : 4.800 votes.
thus the shareholder with the most votes, namely 2.531.547.900 votes which
constitute 99,99% of the total number of votes validly cast at the Meeting,
APPROVED the proposed resolution on the first agenda item of the Meeting that
had been submitted.
SECOND AGENDA OF THE MEETING:
Disagree : 1.200 votes;
Abstain : 4.800 votes.
thus the shareholder with the most votes, namely 2.531.547.900 votes which
constitute 99,99% of the total number of votes validly cast at the Meeting,
APPROVED the proposed resolution on the second agenda item of the Meeting
that had been submitted.
THIRD AGENDA OF THE MEETING:
Disagree : 1.393.600 votes;
Abstain : 1.200 votes.
thus the shareholder with the most votes, namely 2.530.155.500 votes which
constitute 99,94% of the total number of votes validly cast at the Meeting,
APPROVED the proposed resolution on the third agenda item of the Meeting
that had been submitted.
FOURTH AGENDA OF THE MEETING:
Disagree : 1.393.600 votes;
Abstain : 4.800 votes.
thus the shareholder with the most votes, namely 2.530.155.500 votes which
constitute 99,94% of the total number of votes validly cast at the Meeting,
APPROVED the proposed resolution on the fourth agenda item of the Meeting
that had been submitted.
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FIFTH AGENDA OF THE MEETING:
Disagree : 1.200 votes;
Abstain : 4.800 votes.
thus the shareholder with the most votes, namely 2.531.547.900 votes which
constitute 99,99% of the total number of votes validly cast at the Meeting,
APPROVED the proposed resolution on the fifth agenda item of the Meeting that
had been submitted.
I. Resolution of the Meeting:
FIRST AGENDA OF THE MEETING:
Approved and ractified the Annual Report for the financial year ended on
December 31, 2024, which consists of:
a. Report on the management of the Company by the Board of Directors
and Report on the course of supervision of the Company by the Board of
Commissioners during the financial year of 2024;
b. Financial Statements and Balance Sheet and calculation of profit and loss
for the financial year ended on December 31, 2024;
thereby agree to grant full release and settlement (acquit et de charge) to the
members of the Board of Directors and members of the Board of Commissioners
of the Company for the management and supervisory actions they have taken
during the financial year ended on December 31, 2024 as long as the actions are
reflected in the Company's Annual Report and Financial Statements ended on
December 31, 2024.
SECOND AGENDA OF THE MEETING:
Determine the use of the Company's comprehensive profit for the financial year
ending on December 31, 2024, amounting of Rp 30.939.431.254,- (thirty billion
nine hundred thirty-nine million four hundred thirty-one thousand two hundred
fifty-four Rupiah) with the following details:
a. Rp 1.000.000.000,- (one billion Rupiah) is set aside as a reserve fund, in
accordance with the provisions of Article 70 of the Limited Liability
Company Law;
b. Rp 9.750.000,000,- (nine billion seven hundred fifty million Rupiah) is
distributed as cash dividends proportionally to the Company's shareholders
with a dividend distribution of Rp 3,- (three Rupiah) per share, the
distribution of which will be carried out by the Company's Board of Directors,
no later than May 16, 2025;
c. the remaining will be recorded as the Company's retained earnings to
strengthen long-term capital and in order to support the Company's
business growth and investment plans.
Furthermore, the Meeting grants power and authority to the Company's Board of
Directors to determine the time and procedures for implementing the distribution
of cash dividends in accordance with the provisions of regulations in force in the
capital market sector.
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THIRD AGENDA OF THE MEETING:
Grant authority and power to the Board of Commissioners of the Company to
determine the salary and/or honorarium and/or other allowances for members of
the Board of Directors and members of the Board of Commissioners of the
Company for the financial year of 2025, the implementation of which will be
adjusted to the applicable regulations.
FOURTH AGENDA OF THE MEETING:
1. Delegate the authority to appoint a Public Accountant who will audit the
Company's financial statements for the financial year ending on December
31, 2025, to the Board of Commissioners of the Company in order to
comply with applicable regulations and obtain a suitable Public Accountant,
with the provision that the criteria for Public Accountants who can be
appointed are Public Accountants who are registered in the Financial
Services Authority, have audit experience in the Company's business
activities, have adequate Human Resources and have Independence.
2. Approved the granting of authority to the Board of Commissioners to
determine the honorarium and other reasonable requirements for the Public
Accountant.
FIFTH AGENDA OF THE MEETING:
Accept the accountability for the realization of the use of funds from the Initial
Public Offering (IPO) of the Company's shares, thereby granting full release and
discharge (acquit et de charge) to the members of the Board of Directors and
members of the Board of Commissioners of the Company for the management
and supervision actions they have taken in relation to the use of funds from the
Initial Public Offering (IPO) of the Company's shares as long as these actions
are reflected in the Report on the Realization of the Use of Funds from the Initial
Public Offering (IPO) of the Company's Shares and in the Company's Financial
Report.
Jakarta, April 17, 2025
PT ADIWARNA ANUGERAH ABADI Tbk
Board of Directors of the Company
Names mentioned 9 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1 ×2
unresolved
person
MARCUS NUGRAHA
p.2
unresolved
person
WELLY HERMAWAN
p.2
unresolved
person
YANA MARYANAH.
p.2
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person
ANWAR EFFENDY
p.2
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org
PT KUSTODIAN SENTRAL EFEK INDONESIA
p.2
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