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20250319_FASW_Ringkasan Risalah//Risalah RUPS_31869840_lamp2.pdf
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PT FAJAR SURYA WISESA TBK (”Company”)
Domicile at Jakarta Pusat
SUMMARY OF MINUTES OF THE
ANNUAL AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
The Board of Directors of the Company hereby announces to its shareholders that the Company has
held an Annual and Extraordinary General Meeting of Shareholders (the "Meeting") on Tuesday, 18
March 2025, at the Le Meridien Hotel, Antasena 1, 2, 3 Meeting Room, Jl. Jend. Sudirman Kav. 18-20,
Jakarta 10220 Indonesia.
Members of the Board of Commissioners and Board of Directors present at the Meeting are as follows:
physically present:
Board of Commissioners
Independent Commissioner : Mr. SUDARMANTO
Independent Commissioner : Mr. TONY TJANDRA
Board of Directors
President Director : Mr. YUSTINUS YUSUF KUSUMAH
Director : Mr. EKACHAI ANUJORN
Director : Mr. ARIF RAZIF
Virtually present:
Board of Commissioners
Independent Commissioner : Mr. LIM CHONG THIAN
Meeting was chaired by Mr. Sudarmanto as the Company’s Independent Commissioner based on the
Board of Commissioners’ Resolution dated 20 February 2025.
Meeting
a. The Meeting agendas are as follows:
AGMS
1. Approval and ratification of the Report of the Board of Directors regarding the course of
business of the Company and the Financial Administration of the Company for the fiscal
year ended 31 December 2024, as well as the approval and ratification of the Company's
Financial Statements include the Balance Sheet and Profit/Loss Account for the financial
year ended on 31 December 2024, approval of the Annual Report and the report of the
Board of Commissioners supervisory tasks and to grant full release and discharge
accountability (acquit et de charge) to all members of the Board of Directors and Board of
Commissioners for management affairs and supervisory action they have performed
during the financial year ended 31 December 2024.
2. The appointment of Independent Public Accounting Firm to perform audit of the
Company’s financial year ended on 31 December 2025 and authorizing the Board of
Commissioners to determine the honorarium of the Independent Public Accountant and
other requirements of its appointment.
3. Approval of stipulation of salaries and other benefits for members of the Company's Board
of Directors as well as honorarium and other benefits for members of the Company's Board
of Commissioners for financial year 2025.
EGMS
1. Approval of changes to article 3 of the Company's Articles of Association in connection
with adjustments to the KBLI 2020.
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b. Shareholders present and/or represented:
AGMS
The Meeting was attended by Shareholders of the Company and/or their proxies who were
physically and electronically present, as well as Shareholders who have granted their proxy
through the e-proxy of Electronic General Meeting System of KSEI provided by PT Kustodian
Sentral Efek Indonesia ("eASY KSEI") totaling 2,470,734,042 shares, or representing 99.71% of
2,477,888,787 shares, which constitutes all of the shares issued by the Company with valid
voting rights.
EGMS
The Meeting was attended by Shareholders of the Company and/or their proxies who were
physically and electronically present, as well as Shareholders who have granted their proxy
through the e-proxy of Electronic General Meeting System of KSEI provided by PT Kustodian
Sentral Efek Indonesia ("eASY KSEI") totaling 2,470,734,072 shares, or representing 99.71% of
2,477,888,787 shares, which constitutes all of the shares issued by the Company with valid
voting rights.
c. – AGMS opened at 10.57 WIB.
– EGMS opened at 11.40 WIB.
d. Shareholders and their proxies have been given the opportunity to ask questions and/or
provide opinions regarding the Meeting agendas, but no shareholders raised any questions or
provided opinions on the Meeting agendas.
e. Resolution-making for all Meeting Agendas shall be adopted by deliberation to reach a
consensus. In the event a consensus is not reached, the resolution making was carried out
through voting.
f. The resolutions of each Meeting agendas shall be resolved based on voting given by the
shareholders through the eASY KSEI and votes given by the proxy appointed in the Meeting. The
voting results of the shareholders and/or their proxies attended in the Meeting are as follows:
AGMS
Agenda Against Abstain Approve Total Approving Vote
First None 800 2,470,733,242 2,470,734,042
(0.0000324%) (99.9999676%) (100%)
Second None 800 2,470,733,242 2,470,734,042
(0.0000324%) (99.9999676%) (100%)
Third None 800 2,470,733,242 2,470,734,042
(0.0000324%) (99.9999676%) (100%)
EGMS
Agenda Against Abstain Approve Total Approving Vote
First None 800 2,470,733,272 2,470,734,072
(0.0000324%) (99.9999676%) (100%)
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g. Resolutions of Meeting :
AGMS
First Agenda
Resolved:
1. To approve and ratify the Annual Report of the Company’s BOD, on the Company’s
business activities and financial administration for the fiscal year ended on 31
December 2024, including the supervisory report of the Company’s BOC for the fiscal
year ended on 31 December 2024.
2. Ratify the Company’s Financial Statements, including the Company’s Balance Sheets
and Income Statements for the fiscal year ended on 31 December 2024, audited by a
Public Accountant from Siddharta Widjaja & Rekan office, as laid out in the consolidated
Financial Statements with unqualified opinion, No.: 00015/2.1005/AU.1/04/1100-
2/1/II/2025, dated 13 February 2025, as well as to fully discharge any responsibility
(acquit et de charge) to all member of the Company’s BOD and BOC, on the
management and supervisory actions, carried out during the fiscal year ended on 31
December 2024, as long as those actions are reflected in the Company’s Financial
Statements for the fiscal year ended on 31 December 2024, and the Annual Report of the
Company’s BOD for the fiscal year ended on 31 December 2024.
Second Agenda
Resolved:
1. Appoint a Public Accountant:
a) Name : Sheilla Anastasia
b) Registration Number from Finance Minister : AP.1100
c) Registration Letter Number : STTD.AP-371/PM.22/2018
d) Assignment Year : 2025
2. Appoint a Public Accounting Firm:
a) Name : KAP Siddharta Widjaja & Rekan
b) Registration Letter Number : 916/KM.1/2014
3. In the event that the AP and/or KAP, that has been decided by the Meeting, cannot
complete the provision of audit services on annual historical financial information during
the Professional Assignment Period, the Meeting hereby provides a mandate to the
Company's BOC, based on the recommendation of the Audit Committee, to appoint the
AP and/or KAP replacement which will conduct an audit of the Company's books for the
year ending in 31 December 2025, in accordance with POJK 9 criteria.
4. Grants the authority to the Company's BOC related to the appointment and
determination of the honorarium, as well as other requirements, in connection to the
appointment and assignment of the AP and/or KAP, including AP and/or KAP
replacement.
Third Agenda
Resolved:
1. Determine that the amount and type of honorarium and benefits for the members of the
Company's BOC for the 2025 fiscal year will be the same as in the previous fiscal year
and/or with an increase not exceeding 6% from the previous year's value.
2. Approve to grant the authority to the Company's BOC, to determine the amount of salary
and benefits for members of the Company's BOD for fiscal year 2025.
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EGMS
First Agenda
Resolved:
1. Approve changes to article 3 of the Company's Articles of Association in connection with
adjustments to the KBLI 2020.Approve the amendment to Article 3 of the Company's
Articles of Association concerning the Purpose and Objectives and Business Activities
of the Company in accordance with the Indonesian Standard Classification of Business
Fields in 2020 (two thousand twenty) including its amendments or updates or other
terms as determined by the authorized agency, as has been conveyed in the Meeting.
2. Granting authority and power to the Board of Directors of the Company, with the right of
substitution, to take all and any actions necessary in connection with the decision,
including but not limited to stating/setting down the decision in deeds made before a
Notary, to change, adjust and/or rearrange the provisions of Article 3 of the Company's
Articles of Association in the future in accordance with the Indonesian Standard
Classification of Business Fields in 2020 (two thousand twenty) including changes or
updates (if any) and other provisions as determined by the authorized agency, as
required by and in accordance with the provisions of applicable laws and regulations,
which are then to submit an application for approval and/or submit notification of the
decision of this Meeting and/or changes to the Company's Articles of Association in the
decision of this Meeting to the authorized agency, and to take all and any actions
necessary, in accordance with applicable laws and regulations.
h. – AGMS closed at 11.32 WIB.
– EGMS closed at 11.51 WIB.
Jakarta, 19 March 2025
Board of Directors
Names mentioned 11 people and organisations named in the text · linked when the evidence is strong
unresolved
person
SUDARMANTO Independent
p.1
unresolved
person
ARIF RAZIF Virtually
p.1 ×2
unresolved
person
LIM CHONG THIAN Meeting
p.1 ×2
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.2 ×3
unresolved
org
Siddharta Widjaja & Rekan
p.3 ×2
unresolved
org
Siddharta Widjaja
p.3
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