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20250120_SAMF_Ringkasan Risalah//Risalah RUPS_31846744_lamp3.pdf
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SUMMARY MINUTES ANNOUNCEMENT OF
THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT Saraswanti Anugerah Makmur Tbk.
Directors of PT Saraswanti Anugerah Makmur Tbk. (The “Company”) hereby informs that the Company has held
the Extraordinary General Meeting of Shareholders (“Meeting”), on Thursday, January 16th, 2025, at 10.14 AM –
10.39 AM, at the AMG Tower 6fl Floor, Jl. Dukuh Menanggal 1-A, Gayungan, Surabaya.
The meeting was attended by the following Boards of Commissioners and Directors:
Board of Commissioners Board of Directors
President Commissioners : Noegroho Hari Hardono President Director : Ir. Yahya Taufik
Independent Commissioners : Poernomo Director : Theresia Yusufiani Rahayu
Director : Andreas Adhi Harsanto
Director : Fransiscus Xaverius Mulyo
Hartono
Director : Andi Irwandy
Shareholders and/or their proxies who attended the Meeting recorded 5.025.178.200 shares, equivalent to 98,05%
of the total shares issued by the Company, amounting to 5,125,000,000 shares.
Meeting Rules
• Shareholders or their proxies can ask questions and/or opinions relating to the meeting agenda being
discussed before voting.
• The vote of abstention is deemed to cast the same vote as the majority of Shareholders who cast a vote.
• Voting is conducted physically by raising hands and electronically using the eASY.KSEI system.
• The company has appointed an independent party, Notary Sitaresmi Puspadewi Subianto, S.H., M.Kn.,
and the Securities Administration Bureau PT Adimitra Jasa Korpora, in calculating and/or validating votes.
• Meeting resolutions have been stated in the minutes of summary No. 22/Not/I/2025 date January 16th,
2025, made by Notary Sitaresmi Puspadewi Subianto, S.H., M.Kn.
Meeting Decisions
1st Agenda Changes in the composition of the Company's Board of Commissioners and Directors.
Questions/Suggestions -
Voting Agree Disagree Abstain
5.025.178.200 - -
Decision 1. Approved and validated resignation of Mr. Sukarno from his position as Commissioner,
effective as of the closing date of this Meeting, and grant release and discharge (acquit
et decharge) for his management and/or supervisory actions during his term of office
up to the closing date of this Meeting, as long as such actions are reflected in the
Company's financial statements.
2. Approved the appointment of Mr. IRJEN POL (Purn) Dr. Tabana Bangun, S.H., M.Si.,
in the Identity Card written and also called Drs. Tabana Bangun, M.Si as
Commissioner, and the appointment of Mr. Mohamad Mulyadi as Director, as of the
closing date of this Meeting.
3. Due to the above decisions, the composition of the Company's Board of Directors and
Board of Commissioners as of the closing date of this Meeting is as follows:
President Commissioner : Mr. Noegroho Hari Hardono
Commissioner : Mr. IRJEN POL (Purn) Dr. Tabana Bangun,
S.H., M.Si.
Independent Commissioner : Mr. Poernomo
President Director : Mr. Ir. Yahya Taufik
Director : Mrs. Theresia Yusufiani Rahayu
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Director : Mr. Andreas Adhi Harsanto
Director : Mr. Fransiscus Xaverius Mulyo Hartono
Director : Mr. Andi Irwandy
Director : Mr. Mohamad Mulyadi
4. Granting power and authority to the Company's Board of Directors to take all
necessary actions in connection with the changes in the composition of the Board of
Directors and Board of Commissioners of the Company, without any exception in
accordance with the prevailing laws and regulations.
2nd Agenda Approval of the Stock Split and Amendment to Article 4 of the Company's Articles of
Association related to the Stock Split.
Questions/Suggestions -
Voting Agree Disagree Abstain
5.025.178.200 - -
Decision 1. Approved the Company's stock split with a ratio of 1:2 for all Company shares so that
the nominal value per share changed from Rp100.00 to Rp50.00.
2. In connection with the Company's stock split, approved the amendment to Article 4
paragraph 1 and Article 4 paragraph 2 of the Company's Articles of Association.
Therefore, Article 4 paragraph 1 and Article 4 paragraph 2 of the Company's
Articles of Association shall become as follows:
- --------------------------------------- C A P I T A L ----------------------------------------------
------------------------------------------- Article 4 ------------------------------------------------
1. The Authorized Capital of the Company is Rp1,740,000,000,000.00 (one trillion
seven hundred forty billion rupiah) divided into 34,800,000,000 (thirty four billion
eight hundred million) shares, each share is worth Rp50.00 (fifty rupiah) in
nominal value.
2. From the authorized capital, 10,250,000,000 (ten billion two hundred fifty million)
shares have been issued and paid up, with a total nominal value of
Rp512,500,000,000.00 (five hundred twelve billion five hundred million rupiah)
by each shareholder with the details and nominal value of shares mentioned in
the section before the end of this deed.
3. Approved to grant authority and power to the Board of Directors of the Company, to:
a. to take any and all necessary actions about the implementation of the
Company's stock split, including but not limited to organizing and
determining the procedures and schedule for the implementation of the
stock split by the laws and regulations in the Capital Market sector;
b. restate/state the resolution in a deed made before a notary, including
confirming the composition of the Company's shareholders (if necessary),
and/or amendments to the Company's Articles of Association in the GMS
resolution to the competent authorities; and
c. take all and every action necessary for the aforesaid purposes without any
action being excluded in accordance with the prevailing laws and regulations
in the Republic of Indonesia.
In connection with the amendment of the Company's Articles of Association above,
as of the date of Receipt of Notification of Amendment of Articles of Association from
the Ministry of Law and Human Rights of the Republic of Indonesia, the shareholding
composition of each shareholder of the Company shall be as follows:
a. “PT. SARASWANTI UTAMA” totaling 7,612,500,000 shares, with a total
nominal value of Rp380,625,000,000.00 ;
b. NOEGROHO HARI HARDONO as many as 508,950,000 shares, with a total
nominal value of Rp25,447,500,000.00 ;
c. Engineer YAHYA TAUFIK as many as 280,140,000 shares, with a total
nominal value of Rp14,007,000,000.00 ;
d. AGNES MARTAULINA DWI SARASWANTI HALOHO as many as 163,560,000
shares, with an aggregate nominal value of Rp8,178,000,000.00 ;
e. ANDREAS ADHI HARSANTO as many as 134,850,000 shares, with a total
nominal value of Rp6,742,500,000.00 ;
f. PUBLIC as many as 1,550,000,000 shares, with an aggregate nominal value
of Rp77,500,000,000.00 ;
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totaling 10,250,000,000 shares, with an overall nominal value of
Rp512.500.000.000,00.
1
Surabaya, January 16th, 2025
PT Saraswanti Anugerah Makmur Tbk.
Board of Directors
Names mentioned 16 people and organisations named in the text · linked when the evidence is strong
unresolved
person
Ir. Yahya Taufik Independent
p.1 ×4
unresolved
person
Notary Sitaresmi Puspadewi Subianto
p.1 ×2
unresolved
org
PT Adimitra Jasa Korpora
p.1
unresolved
person
Fransiscus Xaverius Mulyo Hartono
p.2
unresolved
org
Ministry of Law and Human Rights
p.2
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