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20250116_UNVR_Ringkasan Risalah//Risalah RUPS_31846326_lamp1.pdf
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THE SUMMARY OF MINUTES OF
THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS AND
GENERAL MEETING OF INDEPENDENT SHAREHOLDERS
PT UNILEVER INDONESIA Tbk
To comply with the provisions of article 49 paragraph (1) and Article 51 paragraph (2) of
regulation of the Financial Services Authority (Otoritas Jasa Keuangan) number
15/POJK.04/2020 regarding the Plan and the Implementation of the General Meeting of
Shareholders of Public Company ("POJK 15/2020"), PT Unilever Indonesia Tbk, the company
established under the legislation of the Republic of Indonesia, domiciled in Tangerang
District and its headquarter at Grha Unilever, Green Office Park Kav 3, Jalan BSD Boulevard
Barat, BSD City, Tangerang, Banten, 15345 ("the Company") hereby announce The Summary
of Minutes of The Extraordinary General Meeting of Shareholders (“EGMS”) and the General
Meeting of Independent Shareholders (“GMIS” and together with the EGMS, the "Meetings").
The summary of minutes of these Meetings contains information in accordance with the
provisions of article 51 paragraph (1) of POJK 15/2020 as follows:
A. Date, venue, time and agenda items of the Meetings
The date of the Meetings is on Tuesday, 14th January 2025 and the venue was at Hotel
Mulia Senayan, Jalan Asia Afrika Senayan, RT.1/RW.3, Gelora, Kecamatan Tanah
Abang, Kota Jakarta Pusat, Daerah Khusus Ibukota Jakarta 10270.
Time of EGMS: 14.07 Western Indonesia Time to 15.17 Western Indonesia Time
Time of GMIS: 15.28 Western Indonesia Time to 15.55 Western Indonesia Time
Meeting Agenda:
EGMS
1. Approval of the plan to change the composition of the Company's Board of
Directors;
2. Approval of the plan to change the remuneration of the Company's Board of
Directors for the financial year 2025; and
3. Approval of the Company's plan to sell its ice cream business (the “Transaction”) to
PT The Magnum Ice Cream Indonesia (the “Purchaser”), which is a Material
Transaction as referred to in OJK Regulation No. 17/POJK.04/2020 on Material
Transactions and Changes in Business Activities ("POJK 17/2020").
GMIS
Approval of the Company's plan to conduct the Transaction with the Purchaser, which
has an affiliated relationship with the Company as referred to in OJK Regulation No.
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42/POJK.04/2020 on Affiliated Transactions and Conflict of Interest Transactions ("POJK
42/2020") where the ultimate holding company of the Company and the Purchaser is
the same party, namely Unilever PLC.
B. Attendance of the Members of Board of Directors and Members of Board of
Commissioners of the Company
Physical attendance:
The Board of Commissioners:
President Commissioner : Mr. Sanjiv Mehta;
Independent Commissioner : Mr. Alexander Rusli;
Independent Commissioner : Mrs. Alissa Wahid;
Independent Commissioner : Mrs. Debora Herawati Sadrach; and
Independent Commissioner : Mr. Fauzi Ichsan;
The Board of Directors:
President Director : Mr. Benjie Go Yap;
Director : Mrs. Enny Hartati;
Director : Mrs. Hernie Raharja
Director : Mr. Vivek Agarwal; and
Director : Mr. Willy Saelan
Virtual/teleconference media attendance
The Board of Commissioners:
Independent Commissioner : Mr. Ignasius Jonan;
C. The amount of shares with valid voting rights whose holders/owners were present
or represented during the EGMS and the percentage from the entire share issued by
the Company which is in the amount of 38,150,000,000 shares are as follows:
Number of shares Percentage
35,787,448,649 93.807%
D. The amount of shares with valid voting rights whose holders/owners were present
or represented during the GMIS and the percentage from the entire independent
shares issued by the Company are as follows:
Number of shares Percentage
3,363,061,149 58.741%
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E. The opportunity to raise questions and/or opinions on the agenda of the Meetings
and the number of shareholders who raised questions and/or gave opinions
regarding the entire agenda of the Meetings
At the end of the discussion of the Meetings, the Chairman of the Meetings has provided
the opportunity for shareholders or their proxies who are present in the Meetings both
physically and electronically to raise questions and/or provide opinions. During the
Meetings there were 10 questions from the shareholders or their proxy who raised
questions and/or opinions.
F. Voting mechanism of the Meeting
In accordance with the provisions of Article 15 paragraph 8 of the Articles of Association
of the Company, the decision submitted for all agenda of the Meetings must be taken
based on deliberation for consensus. If no consensus can be reached, then the decision
of the Meetings must be taken based on consenting vote of more than 1/2 (one-half)
part of the number of validly issued votes in the Meetings. Decisions for all agenda
items of the Meetings are taken based on closed voting and unbundling.
The proposed resolutions for all of Agenda of the Meetings had been validly approved
through a voting mechanism, with the result as set out in part G below.
G. Voting Result of the Meetings
The votes cast in the voting for decision of all Agenda of the Meeting have been
calculated and validated by an independent party, namely Mrs. Andalia Farida, S.H.,
M.H., a Notary, with a percentage of the number of shares whose holders are present
or represented at the Meetings shown in the table as follows:
Agenda Consenting Dissenting Abstain
EGMS
Approval of 35,195,195,262 shares 1,523,147 shares 590.730.240 shares
the plan to representing 98.345% representing 0.004% representing
change the 1.651%
composition
of the
Company's
Board of
Directors.
Approval of 34,525,014,556 shares 517,858,953 shares 744,575,140
the plan to representing 96.472% representing 1.447% shares represent
change the 2.081%
remuneration
of the
Company's
Directors for
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Agenda Consenting Dissenting Abstain
the financial
year 2025.
Approval of 35,196,628,609 shares 98,900 shares 590,721,140
the represent 98.349%% representing 0.000% shares represent
Company's 1.651%
plan to
conduct the
Transaction,
which is a
Material
Transaction as
referred to in
POJK 17/2020.
GMIS
Approval of 2,620,599,779 shares 107,700 shares 742,353,670
the representing 77.923% representing 0.003% shares
Company's of the total shares of the total shares representing
plan to owned by owned by 22.073% of the
conduct the independent independent total shares
Transaction shareholders present shareholders owned by
with the or represented in the present or independent
Purchaser, GMIS, or 45.78% of the represented in the shareholders
which has an total shares with valid GMIS, or 0.0009% of present or
affiliated voting rights owned the total shares with represented in the
relationship by independent valid voting rights GMIS, or 12.97% of
with the shareholders. owned by the total shares
Company as independent with valid voting
referred to in shareholders. rights owned by
POJK 42/2020 independent
where the shareholders.
ultimate
holding * Abstain votes are
company of deemed to be cast
the Company in the same
and the manner as the
Purchaser is majority votes
the same cast.
party, namely
Unilever PLC.
* Consenting votes together with Abstain votes totalled 3,362,953,449 shares,
representing 58.74% of the total shares with valid voting rights owned by
independent shareholders.
H. Resolutions of the Meetings
EGMS
H.1 First Agenda of the EGMS
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1. The first item of the first agenda is as follows:
a. Approve the resignation of: 1) Mrs. Hernie Raharja from her position as Director
of the Company, effective from 14 January 2025; 2) Mr. Ainul Yaqin, from his
position as Director of the Company, effective from 14 January 2025; and 3) Mr.
Vivek Agarwal from his positions as Director of the Company, effective from 1
March 2025, and to release and discharge to them for all activities pertaining to
all affairs and implementations on authority while having the position of Director
of the Company, provided that their activities are reflected in the Company’s
books.
b. Appoint: 1) Mr Alejandro Meinardo Santos Concha as Director of the Company,
effective from 14 January 2025; 2) Ms Vandana Suri as Director of the Company,
effective from 14 January 2025; and 3) Mr Neeraj Lal as Director of the Company,
effective from 1 March 2025, until the closing of the 2025 Annual General Meeting
of Shareholders of the Company, whereby this proposal is based on the
Recommendation of the Nomination and Remuneration Committee of the
Company.
2. It is confirmed that the Structure of the Board of Directors:
Effective since 14 January 2025 until the closing of the Annual General Meeting of
Shareholders that will be held in 2026, without limiting the rights of the General
Meeting of the Shareholders to terminate at any point in time, is as follows:
• President Director: Mr. Benjie Go Yap;
• Director: Mrs. Enny Hartati;
• Director: Mr. Willy Saelan;
• Director: Mr. Alejandro Meinardo Santos Concha;
• Director: Mrs. Vandana Suri; and
• Director: Mr. Vivek Agarwal
Effective since 1 March 2025 until the closing of the Annual General Meeting of
Shareholders that will be held in 2026, without limiting the rights of the General
Meeting of the Shareholders to terminate at any point in time, is as follows:
• President Director: Mr. Benjie Go Yap;
• Director: Mrs. Enny Hartati;
• Director: Mr. Willy Saelan;
• Director: Mr. Alejandro Meinardo Santos Concha;
• Director: Mrs. Vandana Suri; and
• Director: Mr. Neeraj Lal
3. Giving the power of attorney to the Company’s Board of Directors and/or to Mr.
Enrico Sihotang, private, both together or individually to:
a. Declare part or all of the decisions taken for the Agenda of the Meetings before
the Notary in Indonesia and/or in English language;
b. Notify the composition of the Company’s Board of Directors decided in the
Meetings to the Ministry of Law of the Republic of Indonesia and to register to the
Company Registry in accordance with applicable laws and regulations in force,
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as well as making changes and/or additions if required by other authorized
parties; and
c. Conducting any necessary matters for the above purposes, without any
exceptions.
This power of attorney is granted with the following conditions:
a. This power is granted with the right of substitution to delegate power to other
parties;
b. This power of attorney is valid since the closing of the Meetings until until the
purpose of the authorisation is achieved; and
c. The Meetings agrees to authorize all actions implemented by the authorized
party based on this power of attorney.
H.2 The second agenda of the EGMS is as follows:
1. Approve change in the remuneration for the Members of the Board of Directors in
the amount of 2% (two percent) in 2025, and give full power of attorney to the
Company’s President Commissioner to determine in detail the allocation of the
division for each member of the Company’s Board of Directors.
2. Grant full power of attorney to the Company’s Board of Commissioners to determine
the amount of remuneration for members of the Board of Directors of the Company
for the financial year ending on 31 December 2025 and the details of the allocation
for each member of the Board of Directors of the Company.
H.3 The third agenda of the EGMS is as follows:
Approve the Company's plan to sell its ice cream business which is a Material
Transaction as referred to in OJK Regulation No. 17/POJK.04/2020 on Material
Transactions and Changes in Business Activities ("POJK 17/2020").
GMIS
H.4 The agenda of the GMIS is as follows:
Approve the Company's plan to sell the ice cream business to PT The Magnum Ice
Cream Indonesia (the “Purchaser), which has an affiliated relationship with the
Company as referred to in OJK Regulation No. 42/POJK.04/2020 on Affiliated
Transactions and Conflict of Interest Transactions ("POJK 42/2020") where the ultimate
holding company of the Company and the Purchaser is the same party, namely
Unilever PLC.
Hereby the Summary of Minutes has been prepared pursuant to the provision of Article 49
paragraph (1) read in conjunction with Article 51 paragraph (2) of POJK 15/2020.
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Tangerang, 16 January 2025 The Board of Directors of the Company
Names mentioned 23 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1
unresolved
org
PT The Magnum Ice Cream Indonesia
p.1 ×2
unresolved
person
Sanjiv Mehta
p.2
unresolved
person
Alissa Wahid
p.2
unresolved
person
Debora Herawati Sadrach
p.2
unresolved
person
Fauzi Ichsan
p.2
unresolved
person
Benjie Go Yap
· President Director
p.2 ×6
unresolved
person
Enny Hartati
· Director
p.2 ×4
unresolved
person
Willy Saelan Virtual
· Director
p.2 ×6
unresolved
person
Andalia Farida
p.3
unresolved
—
present or
p.4
unresolved
person
Alejandro Meinardo Santos Concha
· Director
p.5 ×5
unresolved
person
Vandana Suri
· Director
p.5 ×5
unresolved
person
Neeraj Lal
· Director
p.5 ×3
unresolved
person
Vivek Agarwal Effective
· Director
p.5 ×3
unresolved
person
Enrico Sihotang
p.5
unresolved
org
Ministry of Law
p.5
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