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ANNOUNCEMENT OF THE SUMMARY OF THE MINUTES OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS
OF PT ADIRA DINAMIKA MULTI FINANCE TBK
PT Adira Dinamika Multi Finance Tbk ("Company") hereby announces to the Shareholders
the Summary of the Minutes of the Annual General Meeting of Shareholders (hereinafter
abbreviated as the "Meeting") of the Company which has been held at:
Day / Date : Tuesday, March 25, 2025
Time : 10.19 - 11.16 (West Indonesia Time)
Place : Adira Hall, Millennium Centennial Center Building 60th Floor,
Jalan Jenderal Sudirman Kaveling 25, Rukun Tetangga 004, Rukun
Warga 002, Kuningan, Karet Kuningan, South Jakarta, Special
Capital Region of Jakarta 12920
The agenda of the Meeting is:
1. a. Approval of the Company's annual report for the financial year ended December
31, 2024;
b. Ratification of the Company's financial statements for the financial year ended
December 31, 2024; and
c. Ratification of the supervisory task report of the Board of Commissioners of the
Company for the financial year ended December 31, 2024;
2. Determination of the Company's profit use for the financial year ended December 31,
2024;
3. Appointment of Public Accountants and Public Accountants who will audit the
Company's Financial Statements ending on December 31, 2025;
4. a. Determination of the amount of salary and allowances and/or other income of
the members of the Company's Board of Directors;
b. Determination of the amount of salary or honorarium and other allowances of
the members of the Company's Board of Commissioners;
c. Determination of the amount of honorarium and other allowances from members
of the Company's Sharia Supervisory Board;
5. Changes in the composition of the Board of Commissioners and the Board of
Directors of the Company;
6. Approval of the Debt Securities Issuance Plan through a Public Offering;
7. Accountability for the realization of the use of funds from the Public Offering of
Bonds and Sukuk.
The meeting was attended both physically and through the eASY.KSEI platform by:
a. The Company's shareholders or their legal proxies amounting to 932,115,862 (nine
hundred and thirty-two million one hundred fifteen thousand eight hundred and sixty-
two) shares or representing 93.21158% (ninety-three point two one one five eight
percent) of the 1,000,000,000 (one billion) shares which are all shares with valid
voting rights that have been issued by the Company, by paying attention to the
Company's Register of Shareholders on February 28, 2025 which closed at 16.00
(West Indonesia Time).
b. The members of the Board of Commissioners, the Board of Directors and the Audit
Committee who are physically present are as follows:
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Board Of Commissioners:
-President Commissioner : Daisuke Ejima;
-Independent Commissioner : Krisna Wijaya; and
-Independent Commissioner : Manggi Taruna Habir.
Board Of Directors:
-President Director : I Dewa Made Susila;
-Director : Swandajani Gunadi;
-Director : Niko Kurniawan Bonggowarsito;
-Director : Harry Latif;
-Director : Denny Riza Farib;
-Director : Sigit Hendra Gunawan;
-Director : Stuart O'Neill; and
-Director : Takanori Mizuno.
Audit Committee:
-Member : Jusuf Sukiman; and
-Member : Restiana Ie Tjoe Linggadjaya.
c. The members of the Board of Commissioners, the Sharia Supervisory Board, the Risk
Monitoring Committee, and the Governance Committee who attended through the
video conference of the zoom webinar application were as follows:
Board Of Commissioners:
Commissioner : Congsin Congcar;
Sharia Supervisory Board:
-Head : Prof. Dr. H. Fathurrahman Djamil, M.A;
-Member : Prof. Dr. Drs. H. Noor Achmad, M.A.; and
-Member : Dr. Rini Fatma Kartika, M.H.
Risk Monitoring Committee:
Member : Rio Erriad.
Corporate Governance Committee:
Member : Diyah Sasanti.
The Notice, Announcement and Invitation for the Meeting have been carried out in
accordance with the provisions of the Company's Articles of Association and the
Regulation of the Financial Services Authority of the Republic of Indonesia ("POJK")
Number 15/POJK.04/2020 concerning the Plan and Implementation of the General
Meeting of Shareholders of Public Companies, which are as follows:
- Notification of the plan to hold the Meeting and the agenda of the Meeting to the
Financial Services Authority and the Indonesia Stock Exchange ("Bursa"), respectively,
on Wednesday, February 7, 2025;
- Announcement to shareholders of the upcoming Meeting through the website of the
Exchange, the website of PT Kustodian Sentral Efek Indonesia ("KSEI"), and the
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Company's website, namely www.adira.co.id (hereinafter referred to as the "Company's
website"), on Monday, February 14, 2025;
- Invitation to shareholders to attend the Company's Meeting on Tuesday, March 3, 2025,
through the Stock Exchange's website, KSEI's website, and the Company's website.
In each agenda of the Meeting, shareholders and/or their proxies are given the opportunity
to ask questions and/or provide opinions related to the agenda of the Meeting.
There were questions on the agenda of the First Meeting of the holders of 7,500 (seven
thousand five hundred) shares in the Company and had been answered by the Company's
Board of Directors.
The decision-making mechanism related to the agenda of the Meeting is deliberation for
consensus.
In the event that the deliberation for consensus is not reached, the decision is taken by
voting, namely:
- For the entire agenda of the Meeting, the decision is valid if it is approved by more than
1/2 (one-half) of the total number of shares with voting rights present or represented in
the Meeting.
In the Meeting, decisions were taken which are basically as follows:
I. In the First agenda:
a. a total of 7,200 (seven thousand two hundred) shares or representing 0.00077%
(zero point zero seven seven percent) declared abstaining;
b. There were no dissenting voices;
c. A total of 932,108,662 (nine hundred and thirty-two million one hundred eight
thousand six hundred and sixty-two) shares or representing 99.99922% (ninety-
nine point nine two two percent) expressed their agreement.
Since the abstention vote is deemed to be the same as the vote of the majority of the
shareholders cast, then, at the Meeting with a vote of 932,115,862 (nine hundred and
thirty-two million one hundred fifteen thousand eight hundred and sixty-two) shares
or representing 100% (one hundred percent) of all the shares with valid voting rights
present at the Meeting decide:
1. Approved the Company's annual report for the financial year ended December 31,
2024;
2. To ratify the Company's financial statements for the financial year ended
December 31, 2024 which have been audited by Public Accounting Firm Liana
Ramon Xenia & Rekan (a member firm of Deloitte Southeast Asia Limited), as
contained in the Independent Auditor's Report No. 00010/2.1460/AU.1/09/0849-
3/1/II/2025 dated February 13, 2025 with reasonable opinion without
modification;
3. Ratifying the annual supervisory task report of the Board of Commissioners of the
Company for the financial year ended December 31, 2024; and
4. to provide full release and discharge of responsibilities ("volledig acquit et
décharge") to: (i) the Company's Board of Directors in the performance of duties
and responsibilities for the management and duties and responsibilities of
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representing the Company; (ii) The Board of Commissioners of the Company in
the performance of supervisory duties and responsibilities as well as duties and
responsibilities in providing advice to the Company's Board of Directors, assisting
the Company's Board of Directors, and giving approval to the Company's Board
of Directors; and (iii) the Sharia Supervisory Board in the implementation of the
duties and responsibilities of supervision over the sharia aspects of the
implementation of the Company's business activities in accordance with Sharia
Principles as well as the provision of advice and advice to the Company's Board
of Directors, which is carried out in the financial year ended December 31, 2024,
as long as the implementation of these duties and responsibilities is reflected in the
Company's annual report for the financial year ended December 31, 2024.
II. In the Second Agenda:
a. a total of 7,200 (seven thousand two hundred) shares or representing 0.00077%
(zero point zero seven seven percent) declared abstaining;
b. There were no dissenting voices;
c. A total of 932,108,662 (nine hundred and thirty-two million one hundred eight
thousand six hundred and sixty-two) shares or representing 99.99922% (ninety-
nine point nine two two percent) expressed their agreement.
Since the abstention vote is deemed to be the same as the vote of the majority of the
shareholders cast, then, at the Meeting with a vote of 932,115,862 (nine hundred and
thirty-two million one hundred fifteen thousand eight hundred and sixty-two) shares
or representing 100% (one hundred percent) of all the shares with valid voting rights
present at the Meeting decide:
Approved the use of the Company's net profit for the financial year 2024 of
Rp1,406,681,963,564.00 (one trillion four hundred six billion six hundred and eighty-
one million nine hundred and sixty-three thousand five hundred and sixty-four rupiah)
with the following details:
1. approximately 1% (one percent) of the Company's net profit or
Rp14,066,819,636.00 (fourteen billion sixty-six million eight hundred
nineteen thousand six hundred and thirty-six rupiah) set aside as the Reserve
Fund, bringing the total of the Company's Reserve Fund to an amount of
Rp256,644,771,204.00 (two hundred and fifty-six billion six hundred forty-
four million seven hundred and seventy-one thousand two hundred four
rupiah);
2. approximately 50% (fifty percent) of the Company's net profit of
Rp703,000,000,000.00 (seven hundred three billion rupiah) or Rp703.00
(seven hundred three rupiah) per share, will be paid as dividends for the
financial year 2024, with the following provisions:
a. dividends will be paid to the Shareholders whose names are Recorded
in the Register of Shareholders on April 15, 2025 at 16:00 WIB
(hereinafter referred to as the "Listing Date") and will be paid on April
25, 2025 (hereinafter referred to as the "Payment Date");
b. for the dividend for the 2024 financial year, the Board of Directors
will deduct dividend tax in accordance with the tax regulations
applicable to shareholders;
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c. The Board of Directors is hereby given the power and authority to
determine matters relating to or relating to the implementation of
dividend payments for the financial year 2024;
3. The Company's remaining net profit for the 2024 fiscal year, which has not yet
been determined, amounted to Rp689,615,143,928 (six hundred and eighty-
nine billion six hundred and fifteen million one hundred and forty-three
thousand nine hundred and twenty-eight rupiah) recorded as the Company's
Retained Profit.
III. In the Third agenda:
a. a total of 7,200 (seven thousand two hundred) shares or representing 0.00077%
(zero point zero seven seven percent) declared abstaining;
b. There were no dissenting voices;
c. A total of 932,108,662 (nine hundred and thirty-two million one hundred eight
thousand six hundred and sixty-two) shares or representing 99.99922% (ninety-
nine point nine two two percent) expressed their agreement.
Since the abstention vote is deemed to be the same as the vote of the majority of the
shareholders cast, then, at the Meeting with a vote of 932,115,862 (nine hundred and
thirty-two million one hundred fifteen thousand eight hundred and sixty-two) shares
or representing 100% (one hundred percent) of all the shares with valid voting rights
present at the Meeting decide:
1. Appointing Elisabeth Imelda, as Public Accountant and Liana Ramon Xenia
& Rekan (a member firm of Deloitte Southeast Asia Limited) as Public
Accounting Firms registered with the Financial Services Authority, to conduct
audits/audits of the Company's books or records for the financial year 2025.
2. To give power and authority to the Board of Commissioners to:
a. to determine the amount of the honorarium and other requirements in
connection with the appointment of such Public Accountant and
Public Accounting Firm; and
b. appoint a substitute Public Accounting Firm and/or Public Accountant
in the event that Public Accounting Firm Liana Ramon Xenia & Rekan
(a member firm of Deloitte Southeast Asia Limited) and/or Public
Accountant Elisabeth Imelda for any reason cannot complete the audit
process of the Company's Financial Statements for the financial year
2025.
IV. In the Fourth Agenda:
a. a total of 7,200 (seven thousand two hundred) shares or representing 0.00077%
(zero point zero seven seven percent) declared abstaining;
b. There were no dissenting voices;
c. A total of 932,108,662 (nine hundred and thirty-two million one hundred eight
thousand six hundred and sixty-two) shares or representing 99.99922% (ninety-
nine point nine two two percent) expressed their agreement.
Since the abstention vote is deemed to be the same as the vote of the majority of the
shareholders cast, then, at the Meeting with a vote of 932,115,862 (nine hundred and
thirty-two million one hundred fifteen thousand eight hundred and sixty-two) shares
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or representing 100% (one hundred percent) of all the shares with valid voting rights
present at the Meeting decide:
1. a. Determining the amount of tantiem to be distributed to the members of the
Company's Board of Directors for the financial year 2024 is
Rp21,759,968,000.00 (twenty-one billion seven hundred and fifty-nine million
nine hundred and sixty-eight thousand rupiah) inclusive of tax;
b. Determining the salaries and allowances of all members of the Company's
Board of Directors for the financial year 2025 is an amount of
Rp52,336,294,477.00 (fifty-two billion three hundred and thirty-six million
two hundred ninety-four thousand four hundred and seventy-seven rupiahs)
inclusive of taxes; and
c. Authorize the President Commissioner of the Company to determine the
distribution of the amount of salary and allowances as well as the distribution
of the tantiem, for each member of the Company's Board of Directors based on
the recommendation of the Nomination and Remuneration Committee Number
005/ADMF/KNR/III/25, dated March 12, 2025.
2. a. Determining the amount of tantiem to be distributed to the Company's Board
of Commissioners for the financial year 2024 is IDR 1,097,857,143.00 (one
billion ninety-seven million eight hundred and fifty-seven thousand one
hundred and forty-three rupiah) including tax;
b. Determining the amount of salary or honorarium and allowances for all
members of the Company's Board of Commissioners for the financial year
2025 is an amount of Rp6,842,832,194.00 (six billion eight hundred and forty-
two million eight hundred and thirty-two thousand one hundred and ninety-
four rupiah) inclusive of taxes; and
c. Authorize the President Commissioner of the Company to determine the
distribution of the amount of salary or honorarium and allowances and tantiem,
for each member of the Board of Commissioners of the Company based on the
recommendation of the Nomination and Remuneration Committee Number
006/ADMF/KNR/III/25, dated March 12, 2025.
3. Approved the delegation of authority to the Board of Commissioners to
determine salaries or honorariums and/or allowances for the financial year
2025 for each member of the Company's Sharia Supervisory Board based on
the recommendation of the Nomination and Remuneration Committee Number
007/ADMF/KNR/III/25, dated March 12, 2025.
V. In the Fifth agenda:
a. a total of 7,200 (seven thousand two hundred) shares or representing 0.00077%
(zero point zero zero seven seven percent) declared abstaining;
b. A total of 101,512 (one hundred and one thousand five hundred and twelve) shares
or 0.01089% (zero point zero one zero eight nine percent) expressed
disagreement;
c. A total of 932,007,150 (nine hundred and thirty-two million seven thousand one
hundred and fifty) shares or representing 99.98833% (ninety-nine point nine eight
eight three three percent) expressed their agreement.
Since the abstention vote is deemed to be the same as the vote of the majority of the
shareholders, the meeting with a vote of 932,014,350 (nine hundred and thirty-two
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million fourteen thousand three hundred and fifty) shares or representing 99.98910%
(ninety-nine point nine eight nine nine zero percent) of all the shares with valid voting
rights present at the meeting decides:
1. a. Accepts the resignation of Eng Heng Nee Philip from his position as
Commissioner of the Company, effective from the closing of the Meeting, by
expressing his gratitude for the services rendered to the Company;
b. Approve the retirement of Hafid Hadeli as Commissioner of the Company,
which will take effect from the closing of the Meeting, by expressing his
gratitude for the services that have been provided to the Company
c. Approve the appointment of Honggo Widjojo Kangmasto as the new
Commissioner of the Company, effective from the date of passing the Fit and
Proper Test from the Financial Services Authority upon his appointment as
Commissioner of the Company, for the remainder of the term of office of the
members of the Company's Board of Commissioners who are currently in
office; and
d. Approve the appointment of Ricky Gunawan as the new Director of the
Company, effective from the date of passing the Fit and Proper Test from the
Financial Services Authority upon his appointment as Director of the
Company, for the remainder of the term of office of the current members of
the Board of Directors of the Company;
Thus, the composition of the members of the Board of Commissioners and the
Board of Directors of the Company is as follows:
Board Of Commissioners
President Commissioner : Daisuke Ejima;
Independent Commissioner : Krisna Wijaya;
Independent Commissioner : Manggi Taruna Habir;
Commissioner : Congsin Congcar;
Commissioner : Honggo Widjojo Kangmasto*);
Board of Directors
President Director : I Dewa Made Susila;
Director : Swandajani Gunadi;
Director : Niko Kurniawan Bonggowarsito;
Director : Harry Latif;
Director : Denny Riza Farib;
Director : Sigit Hendra Gunawan;
Director : Sylvanus Gani Kukuh Mendrofa;
Director : Takanori Mizuno;
Director : Ricky Gunawan *).
*) Effective in office after being declared to have passed the Ability and
Propriety Test from the Financial Services Authority
with a term of office that will expire until the close of the Annual General
Meeting of Shareholders for the financial year ending December 31, 2026,
which will be held in 2027, without prejudice to the right of the General
Meeting of Shareholders to dismiss it(s) at any time; and
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2. Authorize the Board of Directors of the Company to declare the decision of the
fifth agenda of the Meeting in one deed of the statement of the decision of the
meeting or more made before the Notary, conveying the notification of changes in
the Company's data to the Minister of Law of the Republic of Indonesia.
VI. In the Sixth Agenda:
a. a total of 7,200 (seven thousand two hundred) shares or representing 0.00077%
(zero point zero seven seven percent) declared abstaining;
b. A total of 891,296 (eight hundred and ninety-one thousand two hundred ninety-
six) shares or 0.09562% (zero point zero nine five six two percent) expressed
disagreement;
c. A total of 931,217,366 (nine hundred and thirty-one million two hundred
seventeen thousand three hundred and sixty-six) shares or representing
99.90360% (ninety-nine point zero zero three six zero percent) expressed their
agreement.
Since the abstention vote is deemed to be the same as the vote of the majority of the
shareholders cast, then, at the Meeting with a vote of 931,224,566 (nine hundred and
thirty-one million two hundred and twenty-four thousand five hundred and sixty-six)
shares or representing 99.90360% (ninety-nine point zero three six zero percent) of all
shares with valid voting rights present at the Meeting decidesthe Battle of the
1. To give approval to the Company's Board of Directors to conduct a Sustainable
Public Offering of Sustainable Bonds VII and Shelf-Registered Sukuk
Mudharabah VI with a value of Rp8,000,000,000,000.00 (eight trillion Rupiah)
and Rp.2,000,000,000,000.00 (two trillion Rupiah, respectively);
2. Authorize the Company's Board of Directors to take all necessary actions in
connection with the Sustainable Public Offering of Bonds and Sukuk, including
but not limited to signing deeds before a Notary.
Meanwhile, in the Seventh agenda, it was reported as follows:
1. Bond Sustainable VI Adira Finance Phase III in 2024
- Number of Bids Common Bonds amounting to IDR1,600,000,000,000.00 (one
trillion six hundred billion rupiah);
- Bond Public Offering Fee of IDR4,800,136,598.00 (four billion eight hundred
million one hundred thirty-six thousand five hundred ninety-eight rupiah);
- Net Results amounting to Rp1,595,199,863,402.00 (one trillion five hundred
and ninety-five billion one hundred ninety-nine million eight hundred and sixty-
three thousand four hundred two rupiahs);
- The use of the Bond Public Offering Proceeds until
May 31, 2024 is used to finance motor vehicle consumers amounting to
IDR1,595,199,863,402.00 (one trillion five hundred and ninety-five billion one
hundred and ninety-nine million eight hundred and sixty-three thousand four
hundred two rupiah);
Thus, the remaining Bond funds are IDR0 (zero rupiah) or have been used up.
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The use of the Bond funds has been in accordance with the prospectus and has been
reported by the Company to the Financial Services Authority on May 31, 2024 through
letter number 122/ADMF/V/24.
2. Adira Finance Sustainable Sukuk Mudharabah V Phase III Year 2024
- Total Public Offering Proceeds of Sukuk Mudharabah amounting to
IDR400,000,000,000.00 (four hundred billion rupiah)
- Public Offering Fee of Sukuk Mudharabah amounting to IDR1,296,557,896.00
(one billion two hundred and ninety-six million five hundred fifty-seven thousand
eight hundred and ninety-six rupiah);
- Net Revenue of IDR398,703,442,104.00 (three hundred and ninety-eight billion
seven hundred three million four hundred forty-two thousand one hundred four
rupiah);
- The use of the Sukuk Mudharabah Public Offering Proceeds until May 31, 2024 is
used for consumer financing in connection with the Company's Murabahah
business activities. A total of IDR398,703,442,104.00 (three hundred and ninety-
eight billion seven hundred and three million four hundred and forty-two thousand
one hundred four rupiahs);
Thus, the remaining Sukuk Mudharabah funds are IDR0 (zero rupiah) or have been
used up.
The use of the Sukuk Mudharabah funds has been in accordance with what is stated in
the prospectus and has been reported by the Company to the Financial Services
Authority on May 31, 2024 through letter number 123/ADMF/V/24.
3. Adira Finance Shelf-Registered Bonds VI Phase IV of 2024
- The amount of the proceeds of the Bond Public Offering amounted to
IDR2,000,000,000,000.00 (two trillion rupiah);
- Bond Public Offering Fee of IDR5,839,307,000.00 (five billion eight hundred and
thirty-nine million three hundred seven thousand rupiah);
- Net Revenue of IDR1,994,160,693,000.00 (one trillion nine hundred ninety-four
billion one hundred and sixty million six hundred ninety-three thousand rupiah);
- Use of Proceeds from Bond Public Offerings up to date
- October 31, 2024 is used for motor vehicle consumer financing amounting to
IDR1,994,160,693,000.00 (one trillion nine hundred ninety-four billion one
hundred and sixty million six hundred ninety-three thousand rupiah);
Thus, the remaining Bond funds are IDR 0 (zero rupiah) or have been used up.
The use of the Bond funds has been in accordance with the prospectus and has been
reported by the Company to the Financial Services Authority on October 31, 2024
through letter number 204/ADMF/X/24.
Jakarta, March 26, 2025
PT Adira Dinamika Multi Finance Tbk
Board of Directors
9
Names mentioned 29 people and organisations named in the text · linked when the evidence is strong
unresolved
person
Prof. Dr. Drs. H. Noor Achmad
p.2
unresolved
person
Dr. Rini Fatma Kartika
p.2 ×2
unresolved
person
H. Risk Monitoring Committee
p.2
unresolved
org
Financial Services Authority
p.2 ×9
unresolved
org
Indonesia Stock Exchange
p.2
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.2
unresolved
org
Public Accounting Firm Liana Ramon Xenia & Rekan
p.3 ×2
unresolved
org
Deloitte Southeast Asia Limited
p.3 ×3
unresolved
org
Liana Ramon Xenia & Rekan
p.5
unresolved
org
Minister of Law
p.8
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