Skip to content
Back to announcement

20250325_ROTI_Ringkasan Risalah//Risalah RUPS_31870955_lamp3.pdf

RUPS minutes Needs review ROTI

Source file signed link, expires in 15 minutes

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

Extracted text 5

Page 1
                                   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;
Page 2
     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;
Page 3
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
Page 4
    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
Page 5
   - 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

File

File Open PDF
Source IDX
Size0.23 MB
Published8 Apr 2025
Pages5
Characters15,020
Text sourceEmbedded text layer
OCR confidence—

Names mentioned 20 people and organisations named in the text · linked when the evidence is strong

linked org NIPPON INDOSARI CORPINDO Tbk. p.1 ×18
linked person Benny Setiawan Santoso · President Commissioner p.1 ×6
linked person Jusuf Arbianto Tjondrolukito · Independent Commissioner p.1
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

Extraction attempts how the parser did, and what it refused

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

Rule parser Needs review confidence 0.000 410 ms 12 Sep 2026 22:52

no RUPS minutes content - likely misclassified

↑↓ select ↵ open ⇧↵ see every result