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20260615_FLMC_Ringkasan Risalah//Risalah RUPS_32101216_lamp2.pdf
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Bandung, June 11" 2025 Number : 4/MY/NOTI/VI/2026 Subject : Resume of Annual General Meeting of Shareholders PT FALMACO NONWOVEN INDUSTRI, Tbk. To. PT FALMACO NONWOVEN INDUSTRI, Tbk. Jalan Setra Duta Kencana A4 Number 1 West Bandung Regency Sirs/Madams, The following is the Resume of the Annual General Meeting of Shareholders 2025 (hereinafter referred to as Meeting) of PT FALMACO NONWOVEN INDUSTRI, Tbk., (hereinafter referred to as Company), ANNUAL GENERAL MEETING Of SHAREHOLDERS 2023 a. Heldon: Day/Date : Thursday/ June 1 1" 2026 Time : 10.20 WIB to 11.08 WIB Place : Sari Ater Kamboti Hotel, Bamboo Meeting Room Bandung The Meeting was held based on Regulation of the Financial Services Authority Number 15/POJK.04/2020 regarding Plan and Organization of the General Meeting of Shareholders of Public Company (“POJK Number 15/2020”). Meeting Agenda 1. Approval and verification of the Board of Directors Report regarding the Company's course of business and the Company's financial administration for the accounting year that ends on December 31", 2025 as well as the approval and verification of the Financial Statement, including the Company's Balance Sheet and Profit/Loss Statement for the accounting year that ends on December 318 2025, audited by the Independent Public Accountant, and approval of the Annual Report, the Board of Commissioners supervisory duty report for the accounting year that ends on December 31", 2025, and to fully release and discharge (acguit et
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decharge) all members of the Board of Commissioners and Board of Directors from all supervisory and managerial actions that have been performed during the accounting year that ends on December 31", 2025. 2. Stipulation of the use of the Company's net profit for the accounting year that ends on December 31", 2025. 3. Stipulation of the salary and benefits of the Board of Directors which will be implemented with due regard to the input or recommendation of the Company's Remuneration and Nomination Committee. 4. Appointment of a public accountant who will provide audit services for the Financial Statement for the accounting year that ends on December 31"', 2026. 5. To approve and certify change membership compositon the company's Board of Commissioners of persecon tocalculated from the closing of the Meeting Annual General Meeting of Shareholders. b. Attendance 1. Board of Directors and Board of Commissioners - Board of Directors: - President Director : Mrs ROSALINA INDRA WIRAWATI - Director : Mr ANDRE RAJASA - Board of Commissioners: - President Commissioner — : Mrs THERESIA INDRA WIRAWAN - Commissioner : Mrs MICHELLE EVANGELINE HANAFI - Independent Commissioner : Mrs SARI RAHMAWATI 2. Shareholders: The number of shares with valid voting rights that are present and/or represented either in the Room or recorded in the KSEI eASY system: - 425,288,227 (four hundred and twenty-five million two hundred and eighty-eight thousand two hundred and twenty-seven) shares or representing 54,44Y4 (fifty-four point four four percent) of the total of 781,250,000 (seven hundred eighty-one million two hundred and fifty thousand) shares that have been issued by the Company. - Conditions regarding the guorum of attendance as regulated in Article 23 Paragraph 1 letter a of Company's Articles of Association and Article 86
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Paragraph 1 Law Number 40 of 2007 regarding Limited Liability Company as partially amended by Law Number 6 of 2023 regarding Stipulation of Government Regulation in lieu of Law Number 2 of 2022 regarding Job Creation into Law which reguires that the attendance of representing shareholders to be more than 1/2 (half) of the total issued shares shall be fulfilled. c. Procedure Fulfillment To hold the Meeting, the Company's Board of Directors has done things in accordance with the provisions of Article 21 of the Company's Articles of Association, as well as Articles 81, 82, and 83 of Law Number 40 of 2007 concerning Limited Liability Companies as amended by Law Number 6 of 2023 concerning the Stipulation of Government Regulations in Lieu of Law Number 2 of 2022 concerning Job Creation into Law and POJK Number 15/2020, which are as follows: 1 . Submitted a notification regarding the plan for the organization of the Meeting to the Financial Services Authority (“OJK”) through letter Number 00006-RUPST/FLMC-TBK/IV/2026, dated of April 27" 2026. . Announced the Notification regarding the Meeting plan on May 5" 2026, through &ASY KSEI website, Indonesian Exchange and OJK websites, as well as the Company's website. . Announced the Call for Annual General Meeting of Shareholders on May 20", 2026 through eASY KSEI website, Indonesian Exchange and OJK websites, as well as the Company's website. d. Meeting Agenda Decision-Making Mechanism For every discussion of the Meeting Agenda, the Shareholders will be given the opportunity to ask guestions and submit opinions or proposals before the vote. Voting is carried out by: - Shareholders or proxy off Shareholders who voted disagree or abstain from the vote were reguested to show of hands, and - calculation of the submitted votes, through the electronic system and the voting results were announced by the Notary.
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e. Meeting Discussion - The Chairman of the Meeting explained in advance about the General Conditions of the Company. 1. First Meeting Agenda In the Meeting, the Director of the Company presented the Report on the Condition and Running of the Company and the Financial Statements. - Shareholders or Proxies of Shareholders who are present either physically or through electronic media are given the opportunity to submit guestions, proposals, Or opinions related to the First Meeting Agenda, by raising their hands. - During the guestions and answers session, none of the attending Shareholders or Proxy of Shareholders asked any guestions. - Meeting Decision-Making: - The following number is obtained from the calculation results: - The total valid votes are 425,288,227 (four hundred and twenty-five million two hundred and eighty-eight thousand two hundred and twenty-seven) votes, - 0 (zero) negative votes, - 0 (zero) abstain votes, (Based on the provisions of Article 23 Paragraph 11 of the Company's Articles of Association, the abstain votes are deemed to cast the same vote as the majority of the voting shareholders in the Meeting), - therefore, the total affirmative votes are 425,288,227 (four hundred and twenty-five million two hundred and eighty-eight thousand two hundred and twenty-seven) votes or representing 10096 (one hundred percent) of the total valid votes in the Meeting. Henceforth, the reguirements of votes as Stipulated in Article 23 Paragraph 1 letter c of the Company's Articles of Association have been fulfilled. 2. Second Meeting Agenda In the meeting, the determination of the use of the Company's Profit and Loss for the financial year ended December 31"', 2025 was conveyed. - Shareholders or Proxies of Shareholders who are present either physically or through electronic media are given the opportunity to submit guestions, proposals, or Opinions related to the Second Meeting Agenda, by raising their hands.
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- During the guestions and answers session, none of the attending Shareholders or Proxy of Shareholders asked any guestions. - Meeting Decision-Making: - The following number is obtained from the calculation results: - The total valid votes are 425,288,227 (four hundred and twenty-five million two hundred and eighty-eight thousand two hundred and twenty-seven) votes, - 0 (zero) negative votes, - 0 (zero) abstain votes, (Based on the provisions of Article 23 Paragraph 11 of the Company's Articles of Association, the abstain votes are deemed to cast the same vote as the majority of the voting shareholders in the Meeting), - therefore, the total affirmative votes are 425,288,227 (four hundred and twenty-five million two hundred and eighty-eight thousand two hundred and twenty-seven) votes or representing 100Yo (one hundred percent) of the total valid votes in the Meeting. Henceforth, the reguirements of votes as Stipulated in Article 23 Paragraph 1 letter c of the Company's Articles of Association have been fulfilled. 3. Third Meeting Agenda In the meeting, it was conveyed about the determination of salaries and allowances for members of the Company's Board of Directors which will be carried out by considering proposals or recommendations from the Company's Remuneration and Nomination Committee. - Shareholders or Proxies of Shareholders who are present either physically or through electronic media are given the opportunity to submit guestions, proposals, or opinions related to the Third Meeting Agenda, by raising their hands. - During the guestions and answers session, none of the attending Shareholders or Proxy of Shareholders asked any guestions. - Meeting Decision-Making: - The following number is obtained from the calculation results: - The total valid votes are 425,288,227 (four hundred and twenty-five million two hundred and eighty-eight thousand two hundred and twenty-seven) votes, - 0 (zero) negative votes, - 0 (zero) abstain votes,
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Da (Based on the provisions of Article 23 Paragraph 11 of the Company's Articles of Association, the abstain votes are deemed to cast the same vote as the majority of the voting shareholders in the Meeting), therefore, the total affirmative votes are 425,288,227 (four hundred and twenty-five million two hundred and eighty-eight thousand two hundred and twenty-seven) votes or representing 100Y6 (one hundred percent) of the total valid votes in the Meeting. Henceforth, the reguirements of votes as Stipulated in Article 23 Paragraph 1 letter c of the Company's Articles of Association have been fulfilled. 4. Fourth Meeting Agenda In the meeting, the appointment of a Public Accountant who will provide audit services on the Company's Financial Statements for the financial year ended December 31", 2026 was conveyed. - Shareholders or Proxies of Shareholders who are present either physically or through electronic media are given the opportunity to submit guestions, proposals, or opinions related to the Fourth Meeting Agenda, by raising their hands. - During the guestions and answers session, none of the attending Shareholders or Proxy of Shareholders asked any guestions. - Meeting Decision-Making: - The following number is obtained from the calculation results: The total valid votes are 425,288,227 (four hundred and twenty-five million two hundred and eighty-eight thousand two hundred and twenty-seven) votes, 0 (zero) negative votes, 0 (zero) abstain votes, (Based on the provisions of Article 23 Paragraph 11 of the Company's Articles of Association, the abstain votes are deemed to cast the same vote as the majority of the voting shareholders in the Meeting), therefore, the total affirmative votes are 425,288,227 (four hundred and twenty-five million two hundred and eighty-eight thousand two hundred and twenty-seven) votes or representing 100Y6 (one hundred percent) of the total valid votes in the Meeting. Henceforth, the reguirements of votes as Stipulated in Article 23 Paragraph 1 letter c of the Company's Articles of Association have been fulfilled.
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Sae 5. Fifth Meeting Agenda In the meeting, it was conveyed about the change in the composition of the Board of Commissioners of the Company. - Shareholders or Proxies of Shareholders who are present either physically or through electronic media are given the opportunity to submit guestions, proposals, or opinions related to the Fifth Meeting Agenda, by raising their hands. - During the guestions and answers session, none of the attending Shareholders or Proxy of Shareholders asked any guestions. - Meeting Decision-Making: - The following number is obtained from the calculation results: - The total valid votes are 425,288,227 (four hundred and twenty-five million two hundred and eighty-eight thousand two hundred and twenty-seven) votes, - 0 (zero) negative votes, - 0 (zero) abstain votes, (Based on the provisions of Article 23 Paragraph 11 of the Company's Articles of Association, the abstain votes are deemed to cast the same vote as the majority of the voting shareholders in the Meeting), - therefore, the total affirmative votes are 425,288,227 (four hundred and twenty-five million two hundred and eighty-eight thousand two hundred and twenty-seven) votes or representing 100”6 (one hundred percent) of the total valid votes in the Meeting. Henceforth, the reguirements of votes as Stipulated in Article 23 Paragraph 1 letter c of the Company's Articles of Association have been fulfilled. f. Meeting Agenda Decision The Meetings were as follows: 1. Received and approved the Annual Report including the Board of Commissioners' supervisory duty report for the accounting year that ends on December 31"', 2025 and the Board of Directors' accountability to the Shareholders consisting of the Company”s Balance Sheet and Profit'Loss Statement for the accounting year that ends on December 31", 2025, and fully released and discharged (acguit et decharge) all members of the Board of Commissioners and Board of Directors from all supervisory and managerial actions that have been performed during the accounting year that ends on December 31", 2025.
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2. To approve the use of the Company's accumulated net profit for the financial year ended December 31“, 2025 which has been signed by the Company's Board of Directors, which includes the Company's Comprehensive Profit and Loss Report which records the Company's comprehensive profit as follows: - Comprehensive loss of Rp22,991.911,126.00 (twenty-two billion nine hundred ninety-one million nine hundred eleven thousand one hundred and twenty-six Rupiah), with the following details: - The Company's net loss amounted to Rp22,962,880,126.00 (twenty-two billion nine hundred and sixty-two million eight hundred eighty thousand one hundred and twenty-six Rupiah) as a deduction of Retained Earnings which will be carried in the next financial year. -Other Comprehensive Expenses of employment and income tax of Rp29,031,000.00 (twenty-nine million thirty-one thousand Rupiah) will not be reclassified to income in the following period. 3. Approved the granting of authority to the Board of Commissioners to determine the honorarium, benefits, salary, bonuses and/or other remuneration of the Board of Directors. 4. Approved the delegation of authority to the Board of Commissioners to designate another public accounting firm that will audit the Financial Statement for the accounting year that ends on December 31", 2026. 5. Approve the change in the members of the Company's Board of Commissioners. - With the change in the members of the Company's Board of Directors and Board of Commissioners, this Meeting confirmed the Company's Board of Directors and Board of Commissioners membership composition as follows: - Members of the Company's Board of Directors: - President Director: Mrs. ROSALINA INDRA WIRAWATI - Director : Mr. ANDRE RAJASA - Members of the Company's Board of Commissioner - President Commissioner — : Mrs. THERESIA INDRA WIRAWAN - Commissioner : Mrs. MICHELLE EVANGELINE HANAFI - Independent Commissioner : Mr. DONNY HARTANTO the term of office of all members of the Company's Board of Directors and Board of Commissioners of persecon tocalculated from the closing of the Meeting until the closing of the Company's Annual General Meeting of Shareholders for the
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Aarraga financial year ending on December 31", 2029, which will be held in 2030, without reducing the right of the General Meeting of Shareholders to dismiss members of the Company's Board of Directors and Board of Commissioners anytime. - Grant authority and power with substitution rights to the company's Board of Directors to carry out all actions in connection with stating part or all of the Meeting's decisions in a separate notarial deed, and then, if necessary, notify the competent authority, and to submit and sign all applications and/or other documents reguired, without exception in accordance with applicable regulations and laws. The Meeting Minutes hereinabove are set forth in a deed dated June 1 1 2026, Number 2, made by me, Notary. Copy of the deed is currently under the completion process at our office. This resume is hereby submitted prior to the copy of the deed as referred to hereinabove that will be sent immediately by me, Notary, to the Company after its completion. Yours Sincerely, MAYASARI SOEGIHARTO, S.H.
Names mentioned 9 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1 ×2
unresolved
person
MICHELLE EVANGELINE HANAFI
· Commissioner
p.2 ×3
unresolved
person
SARI RAHMAWATI
· Commissioner
p.2
unresolved
person
DONNY HARTANTO
· Commissioner
p.8
unresolved
person
MAYASARI SOEGIHARTO
p.9
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