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ANNOUNCEMENT
SUMMARY OF THE MINUTES OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT NIPPON INDOSARI CORPINDO Tbk.("the Company")
In order to comply with the provisions of Article 49 paragraph (1) and Article 51 paragraph (1) and (2)
of the Financial Services Authority Regulation Number 15/POJK.04/2020 concerning the Plan and
Implementation of the General Meeting of Shareholders of Public Companies ("POJK 15/2020"), the
Board of Directors of the Company hereby announces the Summary of Minutes of the Annual General
Meeting of Shareholders of the Company ("Meeting") as follows:
A. Day/Date : Tuesday, April 08, 2025
Time : 10:22 am to 11:00 am.
Venue : Gerbera Room, Mulia Hotel, Jl. Asia Afrika, Senayan, Central Jakarta
and through Zoom KSEI, Easy.KSEI webinar meeting at Access.Ksei.co.id
B. Members of the Board of Commissioners and Board of Directors present at the Meeting:
- Annual General Meeting of Shareholders
The Board of Commissioners of PT Nippon Indosari Corpindo Tbk. are:
- Mr. Benny Setiawan Santoso as President Commissioner.
- Mr. Jaka Prasetya as Commissioner comes streaming.
- Mr. Jusuf Arbianto Tjondrolukito as Independent Commissioner.
And the Board of Directors of PT Nippon Indosari Corpindo Tbk. namely:
- Ms. Wendy Yap as President Director & CEO.
- Ms. Arlina Sofia as Director.
- Ms. Ida Apulia Simatupang as Director.
- Mr. Indrayana as Director.
- Mr. Arief Alfanto as Director.
Also present at this Meeting:
- candidate for new Commissioner of PT Nippon Indosari Corpindo, Tbk : Mr. David Desfreed
Kennedy
- new Independent Commissioner candidate of PT Nippon Indosari Corpindo, Tbk: Ms. Sik Wei
Tjien.
C. Shareholder Attendance
- The Annual General Meeting of Shareholders was attended by shareholders and/or
proxies/representatives of shareholders representing 5.454.060.603 shares or constituting
96.281% of the total number of shares with valid voting rights issued by the Company, namely
5.664.729.988 shares.
D. Agenda of the Meeting
I. The agenda of the Annual General Meeting of Shareholders is as follows:
1. Approval of the Board of Directors’ report on the Company’s performance for the financial
year ended on December 31, 2024;
2. Ratification of the Company's Balance Sheet and Profit and Loss Statement for the financial
year ended on December 31, 2024;
3. Approval of the allocation and usage of the Company’s Net Income for the financial year
ended December 31, 2024;
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4. Approval of the appointment with the Public Accounting Firm to audit the Company’s 2025
financial report and authorize the Board of Commissioners determine the public
accountant’s honorarium and other requirements of the appointment;
5. Delegation of authority to the Board of Commissioners to determine the salary amount and
benefits of Board of Commissioners and Directors of the Company;
6. Approval of Changes in the Company's Management Structure.
E. Decision Making Mechanism in the Meeting
All resolutions of the Annual General Meeting of Shareholders shall be adopted based on
deliberation to reach a consensus. In the event that deliberation to reach a consensus is not
achieved, the resolutions shall be adopted by voting based on the number of affirmative votes of
more than ½ (one-half) of the total number of votes validly cast in the Meeting.
F. Opportunity to Ask Questions and/or Give Opinions and Voting Results on Each Agenda Item
AGM Agenda Affirmative Negative Abstain Question/
Response
I 5.454.052.258 shares 100 share 8.245 share 0 (Zero)
(99.998%) (0.001%) (0.001%) person
II 5.454.052.358 shares 125 share 8.120 share 0 (Zero)
(99.998%) (0.001%) (0.001%) person
III 5.454.052.358 shares 125 share 8.120 share 0 (Zero)
(99.998%) (0.001%) (0.001%) person
IV 5.280.949.947 shares 173.102.411 share 8.245 share 0 (Zero)
(96.826%) (3.173%) (0.001%) person
V 5.326.735.247 shares 127.317.111 share 8.245 share 0 (Zero)
(97.665%) (2.334%) (0.001%) person
VI 5.452.376.858 shares 1.675.500 share 8.245 share 0 (Zero)
(99.969%) (0.030%) (0.001%) person
Notes: % is the composition of total shares with voting rights at the time of the meeting.
G. Meeting Resolutions
That in the Annual General Meeting of Shareholders, resolutions were adopted, as set forth in the
Deed of Minutes of the Annual General Meeting of Shareholders of PT Nippon Indosari Corpindo
Tbk. Dated April 08, 2025, Number 01, the minutes of which were drawn up by Notary Kumala
Tjahjani Widodo, SH, MH, MKn. which are basically as follows:
The Annual General Meeting of Shareholders as follows:
First Meeting Agenda:
- To receive and approve the Report of the Board of Directors of the Company regarding the course
of the Company for the financial year 2024;
Second Meeting Agenda:
- To ratify the Balance Sheet and Profit and Loss Statement of the Company for the financial year
ended December 31, 2024, and to accept and approve the granting of full release and discharge
(acquit et de charge) to the Board of Commissioners and the Board of Directors of the Company
for their supervisory and management actions during the financial year to the extent that such
actions are reflected in the Company's Financial Statements;
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Third Meeting Agenda:
- Approval of the Determination and Use of the Company's Net Income for the financial year
ended December 31, 2024;
- We propose to the Meeting to Approve the determination of the use of the Company's net profit
for the financial year 2024 as follows:
- To set aside the sum of Rp2,000,000,000, (two billion rupiah) as the Company's reserve
fund.
- Rp360,565,606,268 (three hundred sixty billion five hundred sixty five million six hundred
six thousand two hundred sixty eight rupiah) or the entire net profit of the Company for the
financial year 2024 attributable to the shareholders of the Company after deducting the
reserve fund, distributed as cash dividends to the shareholders of the Company and
appropriated Rp89. 434,393,732 (eighty-nine billion four hundred thirty-four million three
hundred ninety-three thousand seven hundred thirty-two rupiah) from the accumulated
retained earnings balance that has not been determined for use to be distributed as
dividends received by the Company's shareholders. Thus the amount of dividends received
by shareholders is Rp79.44 (seventy nine point forty four rupiah) per share.
Upon receipt of cash dividends, shareholders will be taxed in accordance with the provisions of
the prevailing laws and regulations.
Furthermore, to grant power and authority to the Board of Directors of the Company to take
actions deemed necessary, including regulating the procedures for dividend distribution to the
Company's shareholders.
Fourth Meeting Agenda:
- To accept and approve the appointment of an Independent Public Accounting Firm registered
with the Financial Services Authority, namely the Public Accounting Firm Purwantono, Sungkoro
& Surja (a member firm of Ernest & Young Global Limited) to audit the Company's Financial
Statements for the financial year 2025 and to authorize the Company's Board of Commissioners
to determine the honorarium and other requirements of the appointment;
Fifth Meeting Agenda:
- To approve and authorize the Board of Commissioners of the Company to determine the
amount of salary and benefits of the Board of Commissioners and the Board of Directors of the
Company by considering the proposals and recommendations of the Nomination and
Remuneration Committee of the Company;
- To authorize the Board of Directors of the Company with the right of substitution to take all
actions in connection with the aforementioned resolution including but not limited to stating
it in a Notarial Deed and subsequently notifying the changes in the Company's Data to the
Minister of Law and Human Rights of the Republic of Indonesia and/or the authorized agency
based on the prevailing laws and regulations.
Sixth Meeting Agenda:
- To respectfully dismiss all members of the Board of Directors and the Board of Commissioners of
the Company in connection with the expiry of their terms of office, with gratitude for their
contribution of thoughts, hard work and services for the progress of the Company and to fully
release and discharge (acquite et decharge) all members of the Board of Directors and the Board
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of Commissioners of the Company during their respective terms of office for their management
and supervisory actions carried out in the course of the Company as long as such actions are in
accordance with and do not deviate from the Articles of Association of the Company.
Approved to reappoint the Board of Directors and Board of Commissioners of the Company which
will be effective after the closing of this Meeting with the following details:
- Ms. Wendy Sui Cheng Yap, as President Director of the Company
- Ms. Arlina Sofia, as Director of the Company
- Mr. Arief Alfanto, as Director of the Company
- Mr. Indrayana, as Director of the Company
- Mr. Benny Setiawan Santoso, as President Commissioner of the Company
Approved to appoint:
- Mr. Devid Desfreed Kennedy as Commissioner of the Company.
- Ms. Sik Wei Tjien as Independent Commissioner of the Company.
- Reappointment as members of the New Board of Directors and Board of Commissioners of the
Company as of the Closing of this Meeting until the end of the term of office, namely at the closing
of the Annual General Meeting of Shareholders of the Company in 2030, one and the other
without prejudice to the Right of the General Meeting of Shareholders of the Company to dismiss
them at any time.
- Approve and determine the composition of the Company's Management as of the closing of this
Meeting to be as follows:
President Director : Ms. Wendy Sui Cheng Yap
Director : Ms. Arlina Sofia
Director : Mr. Arief Alfanto
Director : Mr. Indrayana
President Commissioner : Mr. Benny Setiawan Santoso
Commissioner : Mr. Devid Desfreed Kennedy
Independent Commissioner : Mrs. Sik Wei Tjien
To authorize the Board of Directors of the Company with the right of substitution to take all actions
in connection with the above resolution, including but not limited to stating it in a Notarial deed
and subsequently notify the data changes to the authorized agencies based on the applicable laws
and regulations.
H. Schedule and Procedure of the Dividend Payout
The Board of Directors announced the schedule and procedure of the Cash Dividend Payout as
follows:
2024 Cash Dividend Payout Schedule
Activity Date
- Cum Dividend in Regular and Non-Regular Market April 16th, 2025
- Cum Dividen in Spot Market April 21st, 2025
- Ex Dividend in Regular and Non-Regular Market April 17th, 2025
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- Ex Dividend in Spot Market April 22nd, 2025
Recording Date of Shareholders Eligible for Dividend April 21st, 2025
Cash Dividend Payout April 28th, 2025
CASH DIVIDEND PAYOUT PROCEDURE:
1. This is official notice, and the Company does not issue special notification to shareholders.
2. Cash dividends will be paid out to shareholders whose names are listed on the shareholder’s
list (recording date) on April 21, 2025.
3. Shareholders whose names are included in the KSEI collective custody will receive cash
dividends through KSEI, which will be distributed to securities firms and/or custodian banks.
The proof of payment will be given to the shareholders by KSEI through the securities firms or
the custodian banks where the shareholders opened their accounts.
4. The cash dividend will be taxed in accordance with the applied tax regulations. The amount of
tax charged will be borne by the shareholders and deducted from the cash dividend of the
respective shareholders.
5. Corporate shareholders who are domestic taxpayers and have not submitted their taxpayer
identification number are requested to submit a copy of their identification number to KSEI or
the Company's Securities Administration Agency (SAA), PT. Raya Saham Registra, Plaza Central,
2nd Floor, Jl. General Sudirman Kav. 47-48, Jakarta 12930, by April 21, 2025, at 3:00 pm EST.
Phone number 021-25256666, fax number 021-2525028. Without the taxpayer identification
number, the cash dividend is subject to a 30% income tax (VAT).
6. Shareholders who are foreign taxpayers, whose tax rates are based on the Avoidance of Double
Taxation Agreement, should comply with the requirements of Article 26 of Income Tax Law No.
36 in 2008 and submit a Certificate of Domicile (COD) to KSEI or SAA, using the format required
in the Directorate General of Tax Regulation no. 6. PER-61/PJ/2009 and its amendment no. PER-
24/PJ/2010 must be submitted by April 21, 2025, at 3:00 pm to receive the cash dividend
without being subject to a 20% income tax (VAT) based on Income Tax Regulation Article 26.
7. Shareholders who have shares in KSEI collective custody can collect their tax deduction proof
at the securities firms or custodian banks where they open their accounts.
Jakarta, April 8, 2025.
PT. Nippon Indosari Corpindo Tbk.
Board of Directors
Names mentioned 20 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1 ×2
unresolved
person
Jaka Prasetya
· Commissioner
p.1
unresolved
person
Wendy Yap
· President Director
p.1
unresolved
person
Arlina Sofia
· Director
p.1 ×4
unresolved
person
Ida Apulia Simatupang
· Director
p.1
unresolved
person
Indrayana
· Director
p.1 ×4
unresolved
person
Arief Alfanto
· Director
p.1 ×4
unresolved
person
David Desfreed Kennedy
p.1
unresolved
person
Sik Wei Tjien. C. Shareholder Attendance
· Independent Commissioner
p.1 ×5
unresolved
person
Notary Kumala Tjahjani Widodo
p.2
unresolved
org
Young Global Limited
p.3
unresolved
org
Minister of Law and Human Rights
p.3
unresolved
person
Wendy Sui Cheng Yap
· President Director
p.4 ×2
unresolved
person
Devid Desfreed Kennedy Independent
· Commissioner
p.4 ×3
unresolved
person
Sik Wei Tjien To
p.4
unresolved
org
PT. Raya Saham Registra
p.5
unresolved
org
Directorate General of Tax Regulation
p.5
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