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20250408_SDRA_Ringkasan Risalah//Risalah RUPS_31873174_lamp3.pdf
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Page 1
ANNOUNCEMENT OF
THE SUMMARY OF MINUTES OF THE ANNUAL GENERAL MEETING
OF SHAREHOLDERS
PT BANK WOORI SAUDARA INDONESIA 1906 Tbk
The Board of Directors of PT Bank Woori Saudara Indonesia 1906 Tbk, domiciled in South Jakarta
(hereinafter referred as the “Company”) hereby announces to the Shareholders of the Company that
the Company has held the Annual General Meeting of Shareholders (hereinafter referred as the
“Meeting”) as follows:
A. Day/Date, Time, Place and Meeting Agendas
Day/Date : Wednesday, March 26, 2025
Time : 10.12 WIB – 11.04 WIB
Venue : Treasury Tower Building 27th Floor
District 8, Sudirman Central Business District (SCBD) Lot 28
Jl. Jend. Sudirman Kav. 52-53 South Jakarta 12190
Meeting Agendas:
1. Approval of the Company's Annual Report including the Board of Commissioners Oversight
Report and Ratification of the Company's Financial Statements of the financial year 2024.
2. Determination on the Use of the Company's Net Income for the financial year 2024.
3. Appointment of a Public Accountant Firm to audit the Company's Financial Statements for the
financial year 2025.
4. Determination of salary/honorarium and other benefits for Board of Directors and Board of
Commissioners in the financial year 2025, and tantiem for Board of Directors and Board of
Commissioners in the financial year 2024.
5. Changes in the Company's Management.
6. Approval of the Company's Recovery Plan.
7. Accountability Report on the Realization of the Use of Public Offering Proceeds.
B. Members of the Board of Directors and the Board of Commissioners of the Company Present
at the Meeting
THE BOARD OF DIRECTORS
Director : KIM EUNGCHUL;
Director : BENNY SUDARSONO TAN;
Director : EDWIN SULAEMAN;
Director : WURYANTO;
Director : ABDURACHMAN HADI;
Director : KIM WOOK BAE.
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THE BOARD OF COMMISSIONERS
President Commissioner : ARIEF BUDIMAN;
Independent Commissioner : AHMAD FAJARPRANA;
Independent Commissioner : ADI HARYADI;
C. Meeting Quorum
The meeting was attended both physically and electronically through Electronic General Meeting
System KSEI (“eASY.KSEI”) totaling 14.310.325.360 shares or 97,40% of the total number of
shares with valid voting rights issued by the Company.
D. Opportunities for Submitting Questions and / or Opinions
The Meeting was given the opportunity to raise questions and/or opinions related to each agenda
item of the Meeting, where the First Meeting Agenda up to the Sixth Meeting Agenda did not have
any questions and/or opinions from the shareholders;
E. Voting Mechanism
Meeting decisions are made by vote counting with the following results:
Meeting Number of Number of Number of Number of Total Votes
Agenda Votes Present Votes Votes Votes Agree Agree
Against Abstain
First 14.310.325.360 None None 14.310.325.360 14.310.325.360
shares shares or 100% shares or 100%
of the total of the total
shares with shares with
valid voting valid voting
rights present at rights present
the Meeting at the Meeting
Second 14.310.325.360 None None 14.310.325.360 14.310.325.360
shares shares or 100% shares or 100%
of the total of the total
shares with shares with
valid voting valid voting
rights present at rights present
the Meeting at the Meeting
Third 14.310.325.360 None None 14.310.325.360 14.310.325.360
shares shares or 100% shares or 100%
of the total of the total
shares with shares with
valid voting valid voting
rights present at rights present
the Meeting at the Meeting
Fourth 14.310.325.360 None None 14.310.325.360 14.310.325.360
shares shares or 100% shares or 100%
of the total of the total
shares with shares with
valid voting valid voting
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rights present at rights present
the Meeting at the Meeting
Fifth 14.310.325.360 None None 14.310.325.360 14.310.325.360
shares shares or 100% shares or 100%
of the total of the total
shares with shares with
valid voting valid voting
rights present at rights present
the Meeting at the Meeting
Sixth 14.310.325.360 None None 14.310.325.360 14.310.325.360
shares shares or 100% shares or 100%
of the total of the total
shares with shares with
valid voting valid voting
rights present at rights present
the Meeting at the Meeting
Seventh 14.310.325.360 Because the agenda of the Meeting is a report, there is no vote
shares counting and decision making of the Meeting.
F. The Resolutions of the Meeting
The resolutions of the Meeting are as follows:
First Agenda
1. Approved and accepted the Company's Annual Report including the Board of Commissioners
Supervisory Report for the financial year 2024.
2. To ratify the Company's Financial Statements for the financial year 2024 audited by Public
Accounting Firm Suharli, Sugiharto and Partners, in accordance with their report dated
February 26, 2025, with a fair opinion, in all material respects.
3. To grant full release and discharge (volledig acquit et de charge) to all members of the Board
of Directors and the Board of Commissioners for the management and supervisory actions
taken during the financial year 2024, to the extent that such actions are not criminal offenses
and such actions are reflected in the Company's Annual Report for the financial year 2024.
Second Agenda
1. Approve and determine the use of the Company's Net Income for the fiscal year 2024
amounting to Rp516,131,564,522 (Five Hundred Sixteen Billion One Hundred Thirty One
Million Five Hundred Sixty Four Thousand Five Hundred Twenty Two Rupiah), as follows:
a. The amount of Rp117,537,519,112 (One Hundred Seventeen Billion Five Hundred
Thirty Seven Million Five Hundred Nineteen Thousand One Hundred Twelve Rupiah)
or Rp8 (Eight Rupiah) per share or approximately 22.77% (Twenty Two Comma Seven
Seven percent) of the Company's Net Income is distributed as Cash Dividend for the
Financial Year 2024 to the Shareholders and will be paid to the shareholders in
accordance with the percentage of share ownership of each shareholder in accordance
with the procedures for dividend distribution;
b. Rp120,629,003,437 (One Hundred Twenty Billion Six Hundred Twenty Nine Million
Three Thousand Four Hundred Thirty Seven Rupiah) or approximately 23.37% (Twenty
Three Point Three Seven percent) of the Company's Net Income is set aside as Reserves
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in order to fulfill the provisions of Article 70 of Law Number 40 of 2007 concerning
Limited Liability Companies.
c. Rp277,965,041,973 (Two Hundred Seventy Seven Billion Nine Hundred Sixty Five
Million Forty One Thousand Nine Hundred Seventy Three Rupiah) or approximately
53.86% (Fifty Three Point Eight Six Percent) of the Company's Net Income is designated
as Retained Earnings.
2. Approved to grant power and authority to the Board of Directors of the Company to determine
the schedule and procedures for the distribution of Cash Dividends for the financial year 2024
in accordance with applicable regulations.
Third Agenda
1. Approved to authorize the Company's Board of Commissioners to appoint a Public
Accountant and/or Public Accounting Firm to audit the Company's Financial Statements for
the Financial Year 2025.
2. Approved to authorize the Board of Commissioners to determine the Public Accountant's
service fee and other terms of appointment, as well as to appoint a Substitute Public
Accountant in the event that the Public Accountant who has been appointed, for any reason
cannot complete the audit of the Company's Financial Statements for the 2025 Financial Year,
provided that in appointing a Public Accountant, the Board of Commissioners must pay
attention to the recommendations of the Company's Audit Committee and meet the criteria
as stipulated in POJK. Number 9 of 2023 concerning the Use of Public Accountant Services
and Public Accounting Firms in Financial Services Activities.
Fourth Agenda
1. Approved to grant power and authority to the Company's Board of Commissioners to
determine the salary and other benefits for members of the Company's Board of Directors for
the financial year 2025 and determine the amount of service money (tantiem) for members
of the Board of Directors for the financial year 2024 by taking into account the
recommendations of the Nomination and Remuneration Committee.
2. Approved to grant power and authority to the Board of Commissioners of the Company to
determine the honorarium and other benefits for members of the Board of Commissioners of
the Company for the financial year 2025 and determine the amount of service money
(tantiem) for members of the Board of Commissioners for the financial year 2024 with prior
approval from WOORI BANK KOREA as the Controlling Shareholder of the Company and
taking into account the recommendations of the Nomination and Committee.
Fifth Agenda
1. Approve the honorable dismissal:
1) Mr. Benny Sudarsono Tan; and
2) Mr. Edwin Sulaeman.
each from his position as Director of the Company, which will be effective on the effective date
of the appointment of his successor as stipulated in the Resolution of the Board of Directors of
the Company.
2. Approve the appointment:
1) Mr. Makhrizal Siregar replaced Mr. Benny Sudarsono Tan as Director of the Company;
2) Mr. Akhmad Syailendra Hidayat replaced Mr. Edwin Sulaeman as Director of the
Company;
3) Mr. Irzal Yulian Pribadi as Director of the Company.
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Each will be effective after obtaining approval from the Financial Services Authority for the fit
and proper test and stipulated in the Decree of the Board of Directors of the Company.
3. The term of office of the appointed members of the Board of Directors is until the closing of
the Annual General Meeting of Shareholders for the fiscal year 2025 which will be held in
2026, without prejudice to the right of the General Meeting of Shareholders of the Company
to dismiss them at any time.
4. Thus, the composition of the Company's Board of Directors is as follows:
BOARD OF DIRECTORS
President Director : KIM EUNGCHUL
Director : WURYANTO
Director : ABDURACHMAN HADI
Director : KIM WOOK BAE
Director : MAKHRIZAL SIREGAR1)
Director : AKHMAD SYAILENDRA HIDAYAT1)
Director : IRZAL YULIAN PRIBADI1)
Director : BENNY SUDARSONO TAN2)
Director : EDWIN SULAEMAN2)
With the following notes:
1) Mr. Makhrizal Siregar, Mr. Akhmad Syailendra Hidayat and Mr. Irzal Yulian Pribadi
will only be effective as Directors of the Company after obtaining approval from the
Financial Services Authority for the fit and proper test and stipulated in the Decision of
the Board of Directors of the Company.
2) Mr. Benny Sudarsono Tan and Mr. Edwin Sulaeman will effectively continue to serve as
Directors of the Company until their successors, namely Mr. Makhrizal Siregar and/or
Mr. Akhmad Syailendra Hidayat, are effective as Directors of the Company.
5. In the event that OJK does not approve the appointment or the requirements set by OJK are
not met, the appointment and dismissal of the Director concerned shall be null and void
without the need for approval from the General Meeting of Shareholders.
6. Approved to grant power and authority to the Board of Directors of the Company with the
right of substitution to take all necessary actions related to the resolutions of the agenda of the
Meeting and laws and regulations, including to state in a separate Notarial deed and notify
changes in the Company's Management to the Ministry of Law of the Republic of Indonesia
in accordance with applicable regulations
Sixth Agenda
Accepted and approved the Company's Recovery Plan, which was prepared to comply with the
Financial Services Authority Regulation No. 5 Year 2024 on the Determination of Supervisory
Status and Handling of Commercial Bank Problems
Seventh Agenda
Since the Seventh Agenda is only a Report on the Realization of the Use of Proceeds from the
Public Offering for Capital Increase with Pre-emptive Rights IV (PMHMETD IV), therefore no
resolutions will be adopted in this Agenda.
Thus, the Announcement of the Summary of Minutes of Meeting.
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Furthermore, the Board of Directors of the Company hereby announces the Schedule and
Procedures of Cash Dividend Distribution for Financial Year 2024
In accordance with the resolution of the Second Meeting Agenda as mentioned above, it has been
decided to distribute the payment of cash dividends to shareholders amounted to Rp117,537,519,112
(one hundred seventeen billion five hundred thirty-seven million five hundred nineteen thousand one
hundred twelve rupiah) or Rp 8 (eight Rupiah) per share or approximately 22.77% (twenty-two point
seventy-seven percent) of the Company's Net Profit for the Financial Year 2024 and to grant thevpower
and authority to the Board of Directors to determine the schedule and procedure for dividend
distribution for the Financial Year 2024 in accordance with the applicable regulations.
Regarding to the matters, hereby notified of the schedule and procedure for Cash Dividend Distribution
Payment for Financial Year 2024 as follows:
Schedule of Cash Dividend Payment
No. ACTIVITIES DATE
1 End of Shares Trading Period with Dividend Rights (Cum Dividend)
● Regular and Negotiation Market April 14th, 2025
● Cash Market April 16th, 2025
2 Beginning of Shares Trading Period without Dividend Rights (Ex
Dividend)
● Reguler and Negotiation Market April 15th, 2025
● Cash Market April 17th, 2025
3 Recording Date of Shareholders eligible to Dividend (Recording Date) April 16th, 2025
4 Cash Dividends Payment Date for the Financial Year 2024 May 6th, 2025
Cash Dividends Distribution Procedures
1. The Cash Dividends will be paid to the shareholders of the Company whose names are registered
in the Shareholders Register of the Company (Recording Date) on April 16th, 2025 and/or
shareholders of the Company in the securities sub account available in PT Kustodian Sentral Efek
Indonesia (KSEI) at the closing of the trading on April 16th, 2025.
2. For shareholders of the Company whose shares are placed in the collective depository of KSEI,
cash dividends payments will be made through KSEI and will be distribute on May 6th, 2025 into
the Customer Fund Account (RDN) at the Securities Company and/or Custodian Bank where the
shareholders opening their securities sub account. Meanwhile, for the Company's shareholders
whose shares are not deposited in the collective depository of KSEI, the cash dividend payment
will be transferred to respective account of shareholders of the Company.
3. a. Cash dividends will be subject to tax in accordance with the applicable tax laws and
regulations. The amount of tax charged will be borne by the relevant shareholders of the
Company and deducted from the amount of cash dividends of the relevant shareholders
entitlement.
b. In accordance with Law Number 11 of 2020 concerning Job Creation, dividends received by
Individual Domestic Taxpayers as long as the dividends are invested in the territory of the
Unitary State of the Republic of Indonesia for a certain period of time and/or Domestic
Corporate Taxpayers, are exempted from tax objects.
c. Referring to the announcement of KSEI No. KSEI-0087/DIR/0121 dated January 7, 2021
concerning Application of Taxes for Dividends Received by Domestic Taxpayers After the
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enactment of Law Number 11 of 2020 concerning Job Creation, KSEI will apply a tax rate of
0% (zero percent) on the Shareholders Register for Domestic Corporate Taxpayer.
4. Foreign Taxpayers Shareholders of the Company whose the withholding tax thereof will use the
tariff based on the Double Taxation Avoidance Agreement (“P3B”) must comply with
requirements of the Directorate General of Tax Regulation No. PER-25/PJ/2018 regarding
Mechanism for Implementation of Double Taxation Avoidance Agreement and submitting
document comprising an evidence of DGT/SKD record or a receipt uploaded to the Directorate
General of Taxes website to KSEI or BAE in accordance with provisions and regulations of KSEI.
Without the said documents, the cash dividends will be subject to Income Tax of Article 26 in the
amount of 20%.
Jakarta, April 8, 2025
PT BANK WOORI SAUDARA INDONESIA 1906 Tbk
The Board of Directors
HEAD OFFICE
Gedung Treasury Tower Lantai 26 dan 27, District 8 SCBD Lot 28
Jl. Jend. Sudirman Kav. 52-53 Jakarta 12190
Telp. (62-21) 50871906 Faks. (62-21) 50871900
Website : http://www.bankwoorisaudara.com
E-mail : saudara@bankwoorisaudara.com
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