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20260626_DOID_Ringkasan Risalah//Risalah RUPS_32104816_lamp2.pdf
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SUMMARY OF MINUTES
ANNUAL GENERAL MEETING OF SHAREHOLDERS AND
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT BUMA INTERNASIONAL GRUP TBK
In compliance with the Financial Services Authority Regulation No. 15/POJK.04/2020 concerning the Plan and
Implementation of General Meetings of Shareholders of Public Companies (“POJK 15”) and Financial Services Authority
Regulation No. 14 of 2025 concerning the Electronic Implementation of General Meetings of Shareholders, Bondholders
Meetings and Sukukholders Meetings (“POJK 14”), the Board of Directors of PT BUMA Internasional Grup Tbk (the
“Company”), domiciled in South Jakarta, hereby announces that on Wednesday, 24 June 2026, at Pacific Century Place,
Function Room B, Level B1, SCBD Lot 10, Jalan Jenderal Sudirman Kavling 52-53, South Jakarta 12190, the Company
convened its Annual General Meeting of Shareholders (the “Annual GMS”) and Extraordinary General Meeting of
Shareholders (the “Extraordinary GMS”) (hereinafter collectively referred to as the “Meeting”), which were conducted
physically and electronically through the eASY.KSEI facility provided by PT Kustodian Sentral Efek Indonesia (“KSEI”).
A. The Annual GMS was convened from 2.11 pm to 3.04 pm Western Indonesian Time.
I. Members of the Company’s Board of Commissioners and Board of Directors who were present at the Annual
GMS:
Board of Commissioners:
- President Commissioner and
Independent Commissioners : Hamid Awaluddin
- Commissioner : Ashish Gupta*
- Commissioner : Dian Sofia Andyasuri
Director:
- President Director : Ronald Sutardja
- Director : Iwan Fuad Salim
- Director : Dian Paramita
*attendance via video conference
II. Attendance Quorum at the Annual GMS
- That pursuant to article 24 paragraph (1) letter a of the Company's Articles of Association, the Meeting shall be
valid and may be convened if attended by shareholders/their proxies representing more than 1/2 (one-half) of
the total number of shares with valid voting rights issued by the Company for the entire Agenda of the Annual
GMS.
- That the Annual GMS was attended by shareholders and/or their proxies representing 5,452,806,618 shares, or
74.115550% of the total 7,357,169,432 shares with valid voting rights issued by the Company after deducting
293,837,700 treasury shares held by the Company.
- That the attendance quorum for the Annual GMS has been complied, and therefore the Meeting can be carried
on and is entitled to adopt a legal and binding resolutions.
III. The Opportunity to Raise Question or to Give Opinion
- That each shareholder/their proxy who was physically or virtually present was given the opportunity to ask
questions and/or give opinions related to each Agenda of the Annual GMS.
- That there were no shareholders and/or proxies who raised questions and/or opinions during the Meeting.
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IV. The Resolution’s Mechanism Adopted in the Annual GMS
- Resolutions were adopted based on deliberation to reach consensus. In the event that consensus could not be
reached, resolutions were adopted by voting.
- Voting was conducted in person by submission of voting cards and electronically (e-voting) through eASY.KSEI.
- If there were no dissenting votes and no abstentions, the Meeting resolution was deemed approved by consensus.
If there were dissenting votes and/or abstentions, the resolution was adopted through voting.
- Pursuant to Article 47 of POJK 15 and Article 24 paragraph (6) of the Company’s Articles of Association, abstention
votes were deemed to cast the same vote as the majority vote cast by shareholders.
V. Annual GMS Agenda
1. Approval of the Company’s Annual Report, including the Supervisory Report of the Board of Commissioners, and
ratification of the Company’s Financial Statements for financial year 2025, as well as granting full release and
discharge of responsibilities (acquit et de charge) to the Board of Directors and Board of Commissioners for their
management and supervisory actions during financial year 2025.
2. Approval of the appropriation of the Company’s net profit for financial year 2025.
3. Approval of the appointment of a Public Accountant and Public Accounting Firm to audit the Company’s Financial
Statements for financial year 2026.
4. Approval of the determination of salaries or honorariums and/or other allowances for members of the Board of
Commissioners and Board of Directors for financial year 2026.
5. Approval of changes to the composition of the Company’s management.
VI. The Annual GMS Resolutions
First Agenda
Number of question/opinion None
Voting Result Affirmative Abstain Non-Affirmative Total Affirmative
(Affirmative +
Abstain)
The Meeting is approved by 5,452,054,618 751,800 shares 200 shares or 5,452,806,418
majority votes shares or or 0.013787% of 0.000004% of shares or
99.986209% of the
the total valid the total valid 99.999996% of
total valid shares
shares present shares present at the total valid
present at the
Meeting. at the the shares present at
Meeting. Meeting. the Meeting.
The Resolutions: 1. To approve and accept the Company’s Annual Report for financial year
2025, including the reports of the Board of Commissioners and Board of
Directors, and ratified the Company’s Consolidated Financial Statements
for the year ended 31 December 2025, audited by Aria Kanaka & Rekan
Public Accounting Firm (ForvisMazars affiliate), with unmodified opinion
as stated in Independent Auditor’s Report No.
00105/2.1011/AU.1/02/1013-5/1/III/2026 dated 27 March 2026.
2. To approve the granting of full release and discharge of responsibility
(acquit et de charge) to all members of the Board of Commissioners and
Board of Directors for their supervisory and management actions during
financial year 2025, to the extent such actions were reflected in the
Company’s Annual Report and Consolidated Financial Statements for
financial year 2025.
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Second Agenda
Number of question/opinion None
Voting Result Affirmative Abstain Non-Affirmative Total Affirmative
(Affirmative +
Abstain)
The Meeting is approved by 5,437,776,135 62,900 shares or 14,967,583 shares 5,437,839,035
majority votes shares or 0.001154% of the or 0.274493% of shares or
99.724353% of the total valid shares the total valid 99.725507% of
total valid shares
present at shares present at the total valid
present at the
the Meeting. the Meeting. shares present at
Meeting.
the Meeting.
The Resolutions: To approve that the net loss attributable to owners of the parent entity of
the Company for the financial year ended 2025 amounting to
USD116,259,520 (one hundred sixteen million two hundred fifty-nine
thousand five hundred twenty United States Dollars) shall be recorded as
Retained Earnings.
Third Agenda
Number of question/opinion None
Voting Result Affirmative Abstain Non-Affirmative Total Affirmative
(Affirmative +
Abstain)
The Meeting is approved by 5,415,426,230 62,900 shares or 37,317,488 shares 5,415,489,130
majority votes shares or 0.001154% of the or 0.684372% of shares or
99.314474% of the
total valid shares the total valid 99.315628% of
total valid shares
present at the shares present at the total valid
present at the
Meeting. Meeting. the Meeting. shares present at
the Meeting.
The Resolutions: To approve the granting of power and authority to the Company's Board of
Commissioners to appoint a Public Accountant and/or Public Accounting Firm
or its substitute that has an international reputation, good experience and
credibility, registered with the Financial Services Authority, and meet other
criteria as previously described, to carry out an audit of the Company's
Financial Statements for the financial year ending 2026, including determining
the amount of honorarium and other related requirements, while taking into
account the recommendations of the Board of Directors and the Audit
Committee.
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Fourth Agenda
Number of question/opinion None
Voting Result Affirmative Abstain Non-Affirmative Total Affirmative
(Affirmative +
Abstain)
The Meeting is approved by 5,437,775,935 62,900 shares or 14,967,783 shares 5,437,838,835
majority votes shares or 0.001154% of the or 0.274497% of shares or
99.724350% of the
total valid shares the total valid 99.725503 % of
total valid shares
present at shares present at the total valid
present at the
the Meeting. the Meeting. shares present at
Meeting.
the Meeting.
The Resolutions: 1. To approve the amount of salary or honorarium and/or other benefits for
members of the Company's Board of Commissioners for the financial year
ending 2026, in a maximum amount of Rp10,000,000,000 (ten billion
Rupiah), net of tax, or should any adjustment be required, delegated the
authority to the Board of Commissioners of the Company to determine
the remuneration of members of the Board of Commissioners.
2. To approve the granting of authority to the Board of Commissioners to
determine the salaries and benefits of members of the Board of Directors
for the financial year ending 2026, in accordance with the prevailing laws
and regulations.
Fifth Agenda
Number of question/opinion None
Voting Result Affirmative Abstain Non-Affirmative Total Affirmative
(Affirmative +
Abstain)
The Meeting is approved by 5,430,870,613 62,900 shares or 21,873,105 shares 5,430,933,513
majority votes shares or 0.001154% of the or 0.401135% of shares or
99.597712% of the
total valid shares the total valid 99.598865% of
total valid shares
present the shares present at the total valid
present at the
Meeting. the Meeting. shares present at
Meeting.
the Meeting.
The Resolutions: a. To accept and approve the termination of the term of office of Mr. Nurdin
Zainal as Independent Commissioner of the Company.
b. To accept and approve:
• the reappointment of Mr. Ronald Sutardja as President Director of the
Company; and
• the appointment of Mrs. Silfanny Fadillah Bahar as Director of the
Company
effective as of the closing of this Meeting until the closing of the Annual
GMS in 2029, without prejudice to the right of the GMS to dismiss them
at any time.
c. To approve the composition of the Board of Commissioners of the
Company as of the closing of this Meeting shall be as follows:
• Hamid Awaluddin as President Commissioner and concurrently as
Independent Commissioner
• Ashish Gupta as Commissioner
• Dian Sofia Andyasuri as Commissioner
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with the term of office of Mr. Hamid Awaluddin and Mr. Ashish Gupta
until the closing of the Annual GMS in 2028 and the term of office of Mrs.
Dian Sofia Andyasuri until the closing of the Annual GMS in 2030, without
prejudice to the right of the GMS to dismiss them at any time.
d. To approve the composition of the Board of Directors of the Company as
of the closing of this Meeting shall be as follows:
• Ronald Sutardja as President Director
• Iwan Fuad Salim as Director
• Dian Paramita as Director
• Silfanny Fadillah Bahar as Director
with the term of office of Mr. Ronald Sutardja and Mrs. Silfanny Fadillah
Bahar until the closing of the Annual GMS in 2029, the term of office of
Mrs. Dian Paramita until the closing of the Annual GMS in 2028, and the
term of office of Mr. Iwan Fuad Salim until the closing of the Annual GMS
in 2027, without prejudice to the right of the GMS to dismiss them at any
time.
e. To grant authority and power, with the right of substitution, to the Board
of Directors of the Company to take all actions in connection with the
changes in the composition of the Board of Directors and Board of
Commissioners as referred to above, including but not limited to stating
such changes in a separate Notarial deed and notifying such changes to
the Ministry of Law of the Republic of Indonesia, as well as taking any and
all necessary actions in accordance with the prevailing laws and
regulations.
B. The Extraordinary GMS was convened from 3.21 pm to 3.49 pm Western Indonesian Time
I. Members of the Company’s Board of Commissioners and Board of Directors who were present at the
Extraordinary GMS:
Board of Commissioners:
- Commissioner : Ashish Gupta*
- Commissioner : Dian Sofia Andyasuri
Director:
- President Director : Ronald Sutardja
- Director : Iwan Fuad Salim
- Director : Dian Paramita
- Director : Silfanny Fadillah Bahar
*attendance via video conference
II. Attendance Quorum at the Extraordinary GMS
- For the First and Second Meeting Agenda, pursuant to article 27 paragraph (1) letter a and paragraph (3) of the
Company's Articles of Association, the Meeting may be convened and shall be valid if attended by shareholders
representing at least 2/3 (two-thirds) of the total issued shares with valid voting rights of the Company.
Meanwhile, for the Third and Fourth Meeting Agenda, pursuant to article 24 paragraph (1) letter a of the
Company's Articles of Association, the Meeting may be convened and shall be valid if attended by shareholders
representing more than 1/2 (one-half) of the total issued shares with valid voting rights of the Company.
- The Extraordinary GMS was attended by shareholders and/or their proxies representing 5,328,953,618 shares,
constituting 72.432118% of 7,357,169,432 shares, being all issued shares with valid voting rights of the Company
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as of the recording date after deducting 293,837,700 treasury shares held by the Company.
- Accordingly, the attendance quorum for the Extraordinary GMS was duly fulfilled, and therefore the Meeting
was validly convened and entitled to adopt lawful and binding resolutions.
III. The Opportunity to Raise Question or to Give Opinion
- That every shareholder/their proxy who was physically or virtually present was given the opportunity to ask
questions and/or give opinions related to each Agenda of the Extraordinary GMS.
- That none of the shareholders/their proxies asked questions for the entire Agenda of the Extraordinary GMS.
IV. The Resolution’s Mechanism Adopted in the Extraordinary GMS
The resolution-making mechanism adopted at the Extraordinary GMS was the same as that adopted at the Annual
GMS as described above in this Summary of Minutes.
V. The Extraordinary GMS Agenda
1. Approval of the amendment to Article 3 of the Company's Articles of Association regarding the Company's
Purposes, Objectives and Business Activities in order to align with the 2025 Indonesian Standard Industrial
Classification (Klasifikasi Baku Lapangan Usaha Indonesia “KBLI”).
2. Approval of the Company's plan to reduce its capital by canceling the Company's treasury shares.
3. Approval of the Company's plan to conduct a Share Buyback pursuant to Financial Services Authority Regulation
No. 29 of 2023 concerning the Share Buyback Issued by Public Companies (“POJK 29/2023”).
4. Approval of the implementation of the Management and Employee Stock Ownership Program (“MESOP
Program”) through the transfer of the Company's treasury shares.
VI. The Extraordinary GMS Resolutions
First Agenda
Number of question/opinion None
Voting Result Affirmative Abstain Non-Affirmative Total Affirmative
(Affirmative +
Abstain)
The Meeting is approved by 5,134,549,615 0 194,404,003 5,134,549,615
majority votes shares or shares or shares or
96.351929% of the
3.648071% of the 96.351929% of
total valid shares
total valid shares the total valid
present at the
Meeting. present at the shares present at
Meeting. the Meeting.
The Resolutions: 1. To approve the amendment to Article 3 of the Company’s Articles of
Association in accordance with the 2025 Indonesian Standard
Classification of Business Fields (KBLI).
2. To approve the granting of authority and power, with the right of
substitution, to the Company’s Board of Directors to take all necessary
actions in connection with the amendments to the provisions of Article 3
of the Company’s Articles of Association as mentioned above, so that they
become part of the Company’s Articles of Association, the other
provisions of which remain unchanged, including but not limited to
drafting or requesting the drafting of, and signing the amendments and
restatement of the Company’s Articles of Association in a separate
notarial deed, as well as obtaining approval from or notifying the Minister
of Law of the Republic of Indonesia of such amendments, and taking any
and all necessary actions in accordance with applicable laws and
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regulations.
Second Agenda
The Resolutions: Upon thorough review and consideration of the current unfavorable
macroeconomic conditions, the Company decided not to proceed with the
discussion of the second agenda item of the meeting. Consequently, there
was no discussion or decision-making regarding that agenda item.
Third Agenda
Number of question/opinion None
Voting Result Affirmative Abstain Non-Affirmative Total Affirmative
(Affirmative +
Abstain)
The Meeting is approved by 5,328,953,618 0 0 5,328,953,618
deliberative consensus shares or 100% of shares or 100% of
the total valid
the total valid
shares present at
shares present at
the Meeting.
the Meeting.
The Resolutions: 1. To approve the Company’s plan to conduct a Share Buyback, with the
maximum fund allocation of USD6,000,000 (six million United States
Dollars) and a maximum number of shares repurchased not exceeding
10% of the total issued and paid-in capital, as stipulated in POJK 29/2023,
to be carried out at any time no later than 24 June 2027.
2. To grant authority and power, with the right of substitution, to the
Company’s Board of Directors to take all necessary and/or required
actions in connection with the implementation of the Company’s Share
Buyback Program.
Fourth Agenda
Number of question/opinion None
Voting Result Affirmative Abstain Non-Affirmative Total Affirmative
(Affirmative +
Abstain)
The Meeting is approved by 4,814,986,815 0 513,966,803 4,814,986,815
majority votes shares or shares or shares or
90.355202% of the
9.644798% of the 90.355202% of
total valid shares
total valid shares the total valid
present at the
Meeting. present at the shares present at
Meeting. the Meeting.
The Resolutions: 1. To approve the Company’s plan to implement the Management and
Employee Stock Ownership Program (MESOP Program Phase 2) through
the transfer of shares resulting from the Company’s repurchase (Treasury
Shares), whereby the number of shares transferred shall be up to the total
number of Treasury Shares held by the Company, which may come from
the current remaining Treasury Shares and/or shares resulting from the
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Share Buyback Plan.
2. To approve the authorization and delegation of authority, with the right
of substitution, to each member of the Board of Directors to establish the
terms and conditions regarding the implementation of the MESOP Phase
2 Program, including but not limited to the implementation mechanism,
criteria, and requirements for participants in the MESOP Phase 2 Program,
the schedule and duration of implementation, the procedures for
transferring shares to participants in the MESOP Phase 2 Program, as well
as other requirements to be determined later by the Company’s Board of
Directors, taking into account, among other things, proposals and/or
input from the Company’s Board of Commissioners, which performs the
nomination and remuneration functions.
3. To approve the authorization and grant of power of attorney, with the
right of substitution, to each member of the Board of Directors, jointly or
individually to, if necessary, (i) appear before a notary to state all or part
of the Meeting resolutions, (ii) report or notify or register the Meeting
resolutions to any authorized official, including but not limited to the
Financial Services Authority and the Indonesian Stock Exchange, in
accordance with the applicable laws and regulations relating to the
Company, (iii) submit and sign all applications and other documents as
required to achieve the above objectives, and (iv) take any and all actions
deemed necessary to implement the resolutions taken at the Meeting.
Jakarta, 26 June 2026
Board of Directors of the Company
Names mentioned 15 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1 ×5
unresolved
org
Internasional Grup Tbk
p.1
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.1
unresolved
org
Aria Kanaka & Rekan
p.2
unresolved
org
Ministry of Law
p.5
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