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20250123_FASW_Perubahan Pengurus_31847788_lamp1.pdf
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PT FAJAR SURYA WISESA TBK (”Company”)
Domicile at Jakarta Pusat
SUMMARY OF MINUTES OF THE
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
The Board of Directors of the Company hereby announces to its shareholders that the Company has
held an Extraordinary General Meeting of Shareholders (the "Meeting") on Wednesday, 22 January
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 physically present at the Meeting are
as follows:
Board of Commissioners
Commissioner : Mr. Roy Teguh
Independent Commissioner : Mr. Sudarmanto
Independent Commissioner : Mr. Tony Tjandra
Board of Directors
President Director : Mr. Yustinus Yusuf Kusumah
Director : Mr. Ekachai Anujorn
Meeting was chaired by Mr. Sudarmanto as the Company’s Commissioner based on the Board of
Commissioners’ Resolution dated 20 December 2024.
Meeting
a. The Meeting agendas are as follows:
1. Approval of the Company's plan to increase its capital by issuing Pre-emptive Rights
("HMETD"), which will be implemented based on the provisions of OJK Regulation No.
32/POJK.04/2015 on Capital Increase of a Public Company with Pre-Emptive Rights as
amended by OJK Regulation No. 14/POJK.04/2019, including the approval of the
amendment to the Company's articles of association in connection with the increase
in the Company's issued and paid-up capital related to the realization of proceeds from
the capital increase with pre-emptive rights (HMETD).
2. Approval of changes to the composition of the Board of Commissioners and Board of
Directors of the Company.
b. Shareholders present and/or represented at the Meeting:
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.
c. Meeting opened at 10.55 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.
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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:
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%)
g. Resolutions of Meeting :
First Agenda
Resolved:
1. Approve the Capital Increase with Pre-emptive Rights (PMHMETD) by issuing a maximum
amount of 1,000,000,000 (one billion) of New Shares with a nominal value of IDR 500,-
(five hundred Rupiah) per share, which will be implemented pursuant to OJK Regulation
No. 32/POJK.04/2015 on Capital Increase of a Public Company with Pre-Emptive Rights
as amended by OJK Regulation No. 14/POJK.04/2019.
2. Approve the amendment to Article 4 paragraph (2) of the Company's Articles of
Association regarding the increment in the Company’s issued and paid-up capital in
connection with the Capital Increase with Pre-emptive Rights (PMHMETD).
3. Grant authority and power to the Company's Board of Directors, with the right of
substitution, to carry out all and every necessary actions in connection with the Capital
Increase with Pre-emptive Rights (PMHMETD), including but not limited to:
i. carry out all and every necessary actions in connection with the Implementation
of Capital Increase with Pre-emptive Rights (PMHMETD), by taking into account
the applicable laws and regulations;
ii. determined the number of shares to be issued and set the exercise price in the
Capital Increase with Pre-emptive Rights (PMHMETD);
iii. determine the certainty of the use of proceeds raised from the Capital Increase
with Pre-emptive Rights (PMHMETD);
4. Delegate and grant authority, with the right of substitution, either partially or fully, to the
Company’s Board of Commissioners, including to:
i. declare the realization of the number of shares issued in the Capital Increase with
Pre-emptive Rights (PMHMETD), implement the resolutions of the General
Meeting of Shareholders (GMS), determine the certainty of the issued and paid-up
capital amount, and amend Article 4 paragraph (2) of the Company’s Articles of
Association before a Notary in connection with the increment in issued and paid-
up capital of the Company through the granting of Pre-emptive Rights after the
completion of the Capital Increase with Pre-emptive Rights (PMHMETD), and
subsequently notify the amendment to the Company’s Articles of Association to
the Minister of Law of the Republic of Indonesia, as well as take all necessary
actions related to this resolution in accordance with applicable laws and
regulations;
ii. for this purpose, have the right to appear before a Notary or any other relevant
party, provide and/or request necessary information, prepare or request the
preparation of, and sign the required deeds, letters, and documents, and in short,
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take any actions deemed necessary and beneficial for the aforementioned
purposes, with no actions excluded.
Second Agenda
Resolved:
1. Approved and accept the resignation of Mr. Wichan Charoenkitsupat, Mr. Danaidej
Ketsuwan and Mr. Rattakrai Limsiritrakul, each as Commissioner of the Company, and
resignation of Mr. Ponthep Tuntavadcharom and Mr. Thalengsak Ratchburi , each as
Director of the Company, effective from the date this Meeting is concluded, by granting
release and discharge (acquit et de charge) for the management and supervision
actions carried out during their tenure. As reflected in the Company’s records and not
constituting criminal act;
2. Approved to appoint Mr. Roongrote Rangsiyopash as President Commissioner of the
Company, to appoint Mr. Cholanat Yanaranop, Mr. Vibul Tuangsitthisombat and Mr.
Wichan Jitpukdee, each as Commissioner of the Company and to appoint Mr. Wichan
Charoenkitsupat as Director of the Company for the remaining term of the Board of
Commissioners and Board of Directors of the Company who are currently serving,
starting from the closing of this Meeting, until the closing of the Company's Annual
General Meeting of Shareholders for Fiscal Year 2026 which will be held in 2027, so that
the composition of the Company's Board of Commissioners and Board of Directors are
as follows:
Board of Commissioners
President Commissioner : Mr. Roongrote Rangsiyopash
Commissioner : Mr. Cholanat Yanaranop
Commissioner : Mr. Vibul Tuangsitthisombat
Commissioner : Mr. Wichan Jitpukdee
Commissioner : Mrs. Vilia Sulistyo
Commissioner : Mr. Roy Teguh
Independent Commissioner : Mr. Lim Chong Thian
Independent Commissioner : Mr. Sudarmanto
Independent Commissioner : Mr. Tony Tjandra
Board of Directors
President Director : Mr. Yustinus Yusuf Kusumah
Director : Mr. Wichan Charoenkitsupat
Director : Mr. Ekachai Anujorn
Director : Mr. Arif Razif
3. Authorize the Company’s Board of Directors with substitution right to prepare this
Meeting Resolution in a separate Notarial Deed, and to notify the changes to the
Company's data to the Minister of Law of the Republic of Indonesia, including to process
the license from the authorized institution, in accordance to the applicable laws and
regulations.
h. Meeting closed at 11.21 WIB.
Jakarta, 23 January 2025
Board of Directors
Names mentioned 21 people and organisations named in the text · linked when the evidence is strong
unresolved
person
Roy Teguh Independent
p.1 ×4
unresolved
person
Sudarmanto Independent
p.1 ×2
unresolved
person
Ekachai Anujorn Meeting
p.1 ×3
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.1
unresolved
org
Minister of Law
p.2 ×2
unresolved
person
Lim Chong Thian Independent
p.3 ×2
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12 Sep 2026 22:54
no e-reporting cover - issuer taken from the announcement
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