Back to announcement
20260904_ZATA_Ringkasan Risalah//Risalah RUPS_32145086_lamp2.pdf
RUPS minutes Needs review ZATASource file signed link, expires in 15 minutes
Extracted text 5
Page 1 OCR 0.927
NOTARIS Dr. ERNY KENCANAWATI, SH.,MH. SK MENKEH & HAM R.I. Nomor C-644.HT.03.01-Th.2001 Tgl. 4 Desember 2001 Kantor : Jl. Ir. H. Juanda No. 185, Bandung 40135 Tlp.:(022)2502509 Fax. : (022) 2507918 Number 1 86/Not-EK/IX/2026. Bandung, September 02 2026 Attachment :- Subject : Summary of Annual General Meeting To Whom It May Concern. of Shareholders of The Board of Directors of Company PT BERSAMA ZATTA JAYA Tbk Dear Sir/Madam, Herewith, I present the Summary of Annual General Meeting of Shareholders "AGMS” (hereinafter referred to as "Meeting”) of "PT BERSAMA ZATTA JAYA Tbk”, domiciled in Bandung (hereinafter referred to as "Company”), which was held as follows: Day/Date : Wednesday, September 02 2026 Time 1 10.29 AM — 12.13 PM Place : Belviu Hotel Bandung Jl. Dr. Setiabudi No. 35, Pasteur, Sukajadi District, Bandung City, West Java 40161, and via the eASY.KSET application A. Attendance : BOARD OF COMMISSIONERS Chief Commissioner : Mr. MANUDIN HASAN, Sarjana Ekonomi Commissioner : Mrs. Hajjah HENDA ROSHENDA NOOR Independent Commissioner : Mr. IMRON ROSYADI BOARD OF DIRECTORS President Director : Mrs. Hajjah ELIDAWATI Vice President Director : Mr. RONNY SOLEH PAHLEVI Director : Mr. INDRASYAH - The Annual General Meeting of Shareholders (the "AGMS") of the Company was attended and/or represented by holders of 6.506.519.922 (six billion five hundred six million five hundred nineteen thousand nine hundred twenty-two) shares, representing 76,58Yo (seventy-six point five eight percent) of the shares issued by the Company as of today, amounting to 8,496,000,000 (eight billion four hundred ninety-six million) shares. Therefore, in accordance with the provisions of Article 23 paragraph (1) letter a item i of the Company's Artides of Association, the Meeting was duly convened and was entitled to adopt valid and binding resolutions upon the Company in respect of all agenda items of the Annual General Meeting of Shareholders. B. Compliance with Legal Procedures for Holding of the Meeting. In accordance with the provisions of the Company's Artides of Association, the Board of Directors has notified the upcoming Annual General Meeting of Shareholders by publishing an announcement on the websites of the Indonesia Central Securities Depository (KSEI), the Indonesia Stock Exchange (IDX), and the Company's website on July 27, 2026. Furthermore, the Board of Directors also issued a call for the meeting on August Li, 2026, to the shareholders through a notice published on the websites of KSEI, IDX, and the Company's website. Therefore, ali the announcement and notification reguirements for the Meeting, as stipulated by the Company's Artides of Association, have been fulfilled. 7
Page 2 OCR 0.925
C. AGENDA OF THE MEETING : 1. Approval of the annual report and ratification of the Company's financial statements for the finandal year ended December 31, 2025 (December the thirty-first two thousand twenty-five): 2. Determination of the appropriation of the Company's net profit for the financial year 2025 (two thousand twenty-five): 3. Appointment of a Public Accountant for the financial year ending December 31, 2026 (December the thirty-first two thousand twenty-six): 4. Determination of the honorarium of the members of the Company's Board of Commissioners and Board of Directors. 5. Approval of changes to the composition of the Company's management. D. DECISION OF THE MEETING : FIRST AGENDA: - The Meeting provided an opportunity for shareholders and/or their present representatives to ask guestions and/or express opinions regarding the agenda. -During the guestion and answer session, one shareholder and/or their present representatives submitted guestions. - Decision making was carried out through a verbai voting process and partiaily by electronic. - The results of the voting are as follows : a. Shareholders and/or their present representatives who voted against were 600.100 shares. b. Shareholders and/or their present representatives who abstained or submitted a blank vote were 100 shares. c. Shareholders and/or their present representatives who voted in favor were 6.505.919.722 shares. Therefore the Meeting decided as follows : DECIDE and APPROVE to : 1. To grant a dispensation for the delay in the convening of the Annual General Meeting of Sharehoiders for the financial year ended December 31, 2025 (December the thirty-first two thousand twenty-five) 2. To duly accept the Company's Annual Report for the 2025 (two thousand twenty-five) financial year, which ended on December 31, 2025 (December the thirty-first two thousand twenty-five), by granting full release and discharge (volledig acguit et de charge) to the members of the Board of Directors and the Board of Commissioners for the management and supervisory actions carried out during the 2025 (two thousand twenty-five) financial year, to the extent that such actions are reflected in the Company's Annual Report. 2. To ratify the Company's Financial Statements for the 2025 (two thousand twenty-five) financial year, which ended on December 31, 2025 (December the thirty-first two thousand twenty-five), as set forth in the Company's Annual Financial Statements as of December 31, 2025 (December the thirty- first two thousand twenty-five), which have been audited by the Public Accounting Jojo and Partners in accordance with the Independent Auditors Report Number 00176/3.0408/AU.1/05/1180- 1/1/VI/2026, dated June 29, 2026 (June the twenty-ninth two thousand twenty-six), with the opinion “The accompanying consolidated financial statements present fairiy, in all material respects, the consolidated financial position of the Group as of December 31, 2025, as well as its consolidated financial performance and cash fiows for the year then ended, in accordance with Indonesian Financial Accounting Standards". SECOND AGENDA: - The Meeting provided an opportunity for shareholders and/or their present representatives to ask guestions and/or express opinions regarding the agenda. -During the guestion and answer session, two shareholders and/or their present representatives submitted guestions. - Decision making was carried out through a verbal voting process and partially by electronic. - The results of the voting are as follows : a. Shareholders and/or their present representatives who voted against were 600.100 shares. b. Shareholders and/or their present representatives who abstained or submitted a blank vote were 100 shares. , C. Shareholders and/or their present representatives who voted in favor were 6.505.919.722 shares. Therefore the Meeting decided as follows : DECIDE and APPROVE to determine the appropriation of the Company's net profit for the financial year 2025 (two thousand twenty-five), with the following details: #
Page 3 OCR 0.930
1. An amount of Rp2,036,833,660 (two billion thirty-six million eight hundred thirty-three thousand six hundred sixty Rupiah), or 10096 (one hundred percent) of the net profit for the financial year 2025 (two thousand twenty-five), shall be entirely allocated to reduce the accumulated deficit balance of the Company, 2. In view of the provisions of Article 70 paragraph (1) and Article 71 paragraph (3) of Law Number 40 of 2007 concerning Limited Liability Companies, which reguire a positive retained earnings baiance, for the financial year 2025 (two thousand twenty-five), the Company shall not appropriate any portion of its net profit toa reserve fund and shall not distribute dividends to the Company's shareholders. THIRD AGENDA: - The Meeting provided an opportunity for shareholders and/or their present representatives to ask guestions and/or express opinions regarding the agenda. - During the guestion-and-answer session, no shareholder and/or their present representatives raised any guestions. - Decision making was carried out through a verbal voting process and partially by electronic. - The results of the voting are as follows : a. Shareholders and/or their present representatives who voted against were 600.100 shares. b. Shareholders and/or their present representatives who abstained or submitted a blank vote were 100 shares. c. Shareholders and/or their present representatives who voted in favor were 6.505.919.722 shares. Therefore the Meeting decided as foliows : DECIDE and APPROVE to grant authority and power to the Board of Commissioners to appoint a Public Accounting Firm to conduct the audit of the Company's financial statements for the financial year ending on December 31, 2026 (December the thirty-first two thousand twenty-six), and to determine the honorarium of the Public Accountant as well as the other terms of their appointment. FOURTH AGENDA: - The Meeting provided an opportunity for shareholders and/or their present representatives to ask guestions and/or express opinions regarding the agenda. - During the guestion-and-answer session, no shareholder and/or their present representatives raised any guestions. - Decision making was carried out through a verbal voting process and partially by electronic. - The resuits of the voting are as foliows : a. Shareholders and/or their present representatives who voted against were 600.100 shares. b. Shareholders and/or their present representatives who abstained or submitted a blank vote were 103.100 shares. c. Shareholders and/or their present representatives who voted in favor were 6.505.816.722 shares. Therefore the Meeting decided as follows : DECIDE and APPROVE: a. To grant authority and power of attorney to the Company's Board of Commissioners, taking into consideration the recommendation of the Company's Nomination and Remuneration Committee established pursuant to POJK No. 34/POJK.04/2014, to determine the amount of salary, allowances, and/or other remuneration payable to the members of the Company's Board of Directors for the financial year 2026 (two thousand twenty-six): b. To determine the amount of salary, honorarium, and allowances payable to the members of the Company's Board of Commissioners for the financial year 2026 (two thousand twenty-six), and to grant authority to the Company's Board of Commissioners, taking into consideration the recommendation of the Nomination and Remuneration Committee, to determine the allocation thereof among the respective members of the Board of Commissioners. FIFTH AGENDA: - The Meeting provided an opportunity for shareholders and/or their present representatives to ask guestions and/or express opinions regarding the agenda. -During the guestion and answer session, one shareholder and/or their present representatives submitted guestions. - Decision making was carried out through a verbal voting process and partially by electronic. - The results of the voting are as foliows : a. Shareholders and/or their present representatives who voted against were 600.100 shares. Ps 3 BE/Not-EKJTX/
Page 4 OCR 0.919
b. Shareholders and/or their present representatives who abstained or submitted a blank vote were 100 shares. : c. Shareholders and/or their present representatives who voted in favor were 6.505.919.722 shares. Therefore the Meeting decided as follows : DECIDE and APPROVE: 1. To change the composition of the Company's management, with the following changes: a. To accept the resignation of Mr. IMRON ROSYADI from his position as Independent Commissioner of the Company, pursuant to his Resignation Letter dated 5 August 2026 (five August two thousand twenty-six), accompanied by an expression of gratitude for all contributions of effort and thought rendered to the Company during his tenure, and to grant release and discharge (aaguit et decharge) in respect of the supervisory actions carried out by him at the Company, insofar as such actions are reflected in the Company's reports, . To honorabiy dismiss Mrs. Hajjah HENDA ROSHENDA NOOR from her position as Commissioner of the Company, and to grant release and discharge (agguit et decharge) in respect of the supervisory actions carried out by her at the Company, insofar as such actions are reflected in the Company's reports: To honorably dismiss Mr. MANUDIN HASAN, Bachelor of Economics, from his position as Chief Commissioner of the Company, and to grant release and discharge (aoguit et decharge) in respect of the supervisory actions carried out by him at the Company, insofar as such actions are reflected in the Company's reports, . To honorabiy dismiss Mrs. Hajjah ELIDAWATI from her position as President Director of the Company, and to grant release and discharge (@aguit et decharge) in respect of the management actions carried out by her at the Company, insofar as such actions are reflected in the Company's reports, . To honorably dismiss Mr. RONNY SOLEH PAHLEVI from his position as Vice President Director of the Company, and to grant release and discharge (acguit ef decharge) in respect of the management actions carried out by him at the Company, insofar as such actions are reflected in the Company's reports: To honorably dismiss Mr. INDRASYAH from his position as Director of the Company, and to grant release and discharge (aoguit et decharge) in respect of the management actions carried out by hirn at the Company, insofar as such actions are reflected in the Company's reports, . To appoint Mr. SLAMET PRIBADI to the position of Independent Commissioner, . To reappoint Mrs. Hajjah HENDA ROSHENDA NOOR to the position of Commissioner of the Company: To reappoint Mr. MANUDIN HASAN, Bachelor of Economics, to the position of Chief Commissioner of the Company: To reappoint Mrs. Hajjah ELIDAWATI to the position of President Director of the Company: To reappoint Mr. RONNY SOLEH PAHLEVI to the position of Vice President Director of the Company: To reappoint Mr. INDRASYAH to the position of Director of the Company. Accordingly, the composition of the Company's management for a term of office of 5 (five) years, commencing as of the closing of this Meeting, shall be as follows : BEFORE: Chief Commissioner : Mr. MANUDIN HASAN, Sarjana Ekonomi Commissioner : Mrs. Hajjah HENDA ROSHENDA NOOR Independent Commissioner : Mr. IMRON ROSYADI President Director : Mrs. Hajjah ELIDAWATI Vice President Director : Mr. RONNY SOLEH PAHLEVI Director : Mr. INDRASYAH AFTER: Chief Commissioner : Mr. MANUDIN HASAN, Sarjana Ekonomi Commissioner —— 2 Mrs. Hajjah HENDA ROSHENDA NOOR Independent Commissioner : Mr. SLAMET PRIBADI President Director : Mrs. Hajjah ELIDAWATI Vice President Director : Mr. RONNY SOLEH PAHLEVI
Page 5 OCR 0.939
Director : Mr. INDRASYAH 2. To grant power of attorney to Mrs. Hajjah ELIDAWATI, in her capacity as President Director of the Company, with the right of substitution, to state and/or reaffirm the resolutions under the Fifth Agenda Item of the Meeting in a Notarial Deed and subseguentiy notify the Minister of Law of the Repubtic of Indonesia of the changes to the composition of the Board of Commissioners and the members of the Board of Directors, register such changes in the Company's Register, and perform all actions necessary in accordance with the prevailing laws and regulations of the Republic of Indonesia. Decisions of the Meeting is recorded in the Minutes of The Meeting Deed dated September 02, 2026, Number O1.-, with the minutes drafted by me, the Notary. The copy of this Deed is currently stili in the process of being finalized at our office. This summary is hereby submitted in advance of the copy of the aforementioned Deed, which I, the Notary, will send to the Company once it has been finalized.
Names mentioned 15 people and organisations named in the text · linked when the evidence is strong
unresolved
person
Dr. ERNY KENCANAWATI
p.1 ×2
unresolved
person
Ir. H. Juanda
p.1
unresolved
person
Dr. Setiabudi
p.1
unresolved
person
MANUDIN HASAN
· Commissioner
p.1 ×7
unresolved
person
Hajjah HENDA ROSHENDA NOOR Independent
· Commissioner
p.1 ×10
unresolved
person
IMRON ROSYADI
· Commissioner
p.1 ×4
unresolved
person
Hajjah ELIDAWATI Vice
p.1 ×3
unresolved
org
Indonesia Stock Exchange
p.1
unresolved
person
SLAMET PRIBADI
· Commissioner
p.4 ×2
unresolved
person
INDRASYAH AFTER
p.4
unresolved
org
Minister of Law
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
650 ms
13 Sep 2026 13:36
no text layer - needs OCR