Back to announcement
20260612_BYAN_Ringkasan Risalah//Risalah RUPS_32100667_lamp2.pdf
RUPS minutes Needs review BYANSource file signed link, expires in 15 minutes
Extracted text 8
Page 1 OCR 0.934
ANNOUNCEMENT SUMMARY OF MINUTES OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS @ PT BAYAN RESOURCES Tbk The Board of Directors of PT Bayan Resources Tbk (Company) domiciled in South Jakarta, hereby informs that the Annual General Meeting of Shareholders (Annual GMS) had been held on: Day/Date 1 Wednesday, 10 June 2026 Time 1 02.16 PM (Western Indonesia Time) until 03.36 PM (Western Indonesia Time) Place 1 Jade Room, Fairmont Hotel 2”8 Floor Jalan Asia Afrika Nomor 8, Jakarta 10270, Indonesia Meeting Agenda: 1. Approval for the Annual Report and Ratification of the Company's Consolidated Financial Statements for the Financial Year of 2025. Approval for the Determination of the Use of the Company's Net Profit for the Financial Year of 2025. Approval for the Determination of Remuneration Package for the Company's Board of Commissioners and Board of Directors for 2026. Approval for the Appointment of a Public Accountant and/or Public Accounting Firm Registered with the Financial Services Authority (OJK) to audit the Company's Financial Statements for the Financial Year of 2026. Approval for the Appointment of Members of the Company's Board of Directors. Approval for the Adjustment of Article 3 of the Company's Articles of Association to be in accordance with the 2025 Indonesian Standard Industrial Classification. The meeting was attended by: a. The shareholders or proxy of the shareholders who attended both physically and electronically via dASY.KSEI platform with the total of 33,110,038,180 (thirty-three billion one hundred ten million thirty-eight thousand one hundred eighty) shares or representing 99.330176 (ninety-nine point three three zero one percent) of 33,333,335,000 (thirty-three billion three hundred thirty-three million three hundred thirty-five thousand) shares, which are the entire shares with valid voting rights issued by the Company, by considering the Register of Shareholders of the Company on Monday, 18 May 2026 closed at 16.15 (Western Indonesia Time).
Page 2 OCR 0.927
b. Cc. Members of the Board of Commissioners and Board of Directors of the Company who attend physically were as follows: » Board of Commissioners: - Independent President Commissioner : HENDARMAN, S.H. - Commissioner : LIFRANSYAH GUMAY, S.E., Ak. M.M, - Commissioner : MOERMAHADI SOERJA DJANEGARA, - Independent Commissioner : BUDIMAN, - Independent Commissioner : TIMUR PRADOPO: » Board of Directors: - President Director : Dato' Dr. LOW TUCK KWONG, - Director 1 LIM CHAI HOCK: - Director : JENNY GUANTERO: - Director 1 ALASTAIR GORDON CHRISTOPHER MCLEOD, - Director 1 ALEXANDER ERY WIBOWO, S.H., LL.M.: - Director : ULINA FITRIANI. - Director 1 MERLIN: - Director 1 SIYOUNG PARK, Member of the Board of Directors of the Company who attend online was as follows: - Director : LOW YI NGO, Notification, Announcement, and Invitation to the Meeting had been done in accordance with the provisions of Article 10 paragraph 2, Article 10 paragraph 4, and Article 10 paragraph 7 of the Articles of Association of the Company, as well as the prevailing laws and regulations as follows: 1. Notification of the Meeting Plan and the agenda to the Financial Services Authority (OJK) based on the Letter of the Company Number 161/BR-OJK/IV/2026 dated 23 April 2026 regarding Notification of the Annual General Meeting of Shareholders Plan of PT BAYAN RESOURCES Tbk (“Notification”), Announcement to the shareholders regarding the Meeting based on the Letter of the Company Number 179/BR-OJK/V/2026 dated 4 May 2026, which was announced on the website of PT Bursa Efek Indonesia (“Bursa Efek Indonesia”), e-ASY KSEI, and the website of the Company on 4 May 2026 (“Announcement”), Invitation to the shareholders for the Meeting based on the Letter of the Company Number 199/BR-OJK/V/2026 dated 19 May 2026, which was announced on the website of Bursa Efek Indonesia, e-ASY KSEI, and the website of the Company on 19 May 2026 (“Invitation”).
Page 3 OCR 0.936
In the Meeting, the shareholders and/or the proxies were provided with the opportunity to submit guestions related to the Meeting agenda. There were no guestions on each of the Meeting agenda. The mechanism of passing resolutions related to the Meeting Agenda is done with deliberation to reach consensus. In the event that the deliberation to reach a consensus is not reached, then the resolutions are decided by voting under the following provisions: For the First Meeting Agenda until the Fifth Meeting Agenda, in accordance with Article 11 paragraph 1a of the Company's Articles of Association, the resolutions are valid if they are approved by more than 1/2 (one-half) of the total number of shares with valid voting rights that are present in the Meeting. For the Sixth Meeting Agenda, in accordance with Article 12 paragraph 1 of the Company's Articles of Association, the resolutions are valid if they are approved by more than 2/3 (two-thirds) of the total number of shares with valid voting rights that are present in the Meeting. Abstain vote is considered to have cast the same vote as the majority vote of the Shareholders who cast votes. In the Meeting, the resolutions passed were as follows: In the First agenda: a. A total of 4,600 (four thousand six hundred) shares or representing 0.00001389Y4 (zero point zero zero zero zero one three eight nine percent) were stated as abstain: b. There were no disagree votes, C. A total of 33,110,033,580 (thirty-three billion one hundred ten million thirty- three thousand five hundred eighty) shares or representing 99.999986114 (ninety-nine point nine nine nine nine eight six one one percent) agreed: As the abstain vote is considered to have cast the same vote as the majority vote of the shareholders who cast votes, a total of 33,110,038,180 (thirty-three billion one hundred ten million thirty-eight thousand one hundred eighty) shares or representing 10096 (one hundred percent) of the total shares legally issued in the Meeting passed the following resolutions: 1. Approving the Annual Report of the Company, including the Report of Supervisory Duties of the Board of Commissioners for the financial year ended 31 December 2025. 43
Page 4 OCR 0.935
Ratifying the Consolidated Financial Statements of the Company for the financial year ended 31 December 2025 that were audited by the Public Accounting Firm of Rintis, Jumadi, Rianto & Rekan as stated in the Report on 27 February 2026. Provide full release and discharge (acguit et decharge) to members of the Board of Commissioners from the responsibility for supervisory actions and members of the Board of Directors from the responsibility for the actions of the Company's management, provided that these actions were reflected in the Company's Annual Report and Financial Statements for the financial year ended 31 December 2025 and did not conflict with the prevailing laws and regulations. Approving the grant of power to the Board of Directors of the Company to state the resolutions of the First Meeting agenda in a deed of meeting resolutions statement before a notary, where the approval for the Annual Report is submitted to the Minister of Law of the Republic of Indonesia to obtain a receipt of Company data notification. In the Second agenda: a. A total of 4,600 (four thousand six hundred) shares or representing 0.00001389Y6 (zero point zero zero zero zero one three eight nine percent) were stated as abstain: . There were no disagree votes: A total of 33,110,033,580 (thirty-three billion one hundred ten million thirty- three thousand five hundred eighty) shares or representing 99.99998611Y5 (ninety-nine point nine nine nine nine eight six one one percent) agreed, As the abstain vote is considered to have cast ihe same vote as the majority vote of the shareholders who cast votes, a total of 33,110,038,180 (thirty-three billion one hundred ten million thirty-eight thousand one hundred eighty) shares or representing 1004 (one hundred percent) of the total shares legally issued in the Meeting passed the following resolutions: 1. Approving the determination of the use of net profit for the year attributable to owners of the parent entity for the financial year of 2025 amounting to US$767,915,514 (seven hundred sixty-seven million nine hundred fifteen thousand five hundred fourteen United States dollars) as follows: a. A total of US$500,000,025 (five hundred million twenty five United States dollars) or the eguivalent of US$0.015 (zero point zero one five United States dollars) per share for the payment of cash dividend in the financial year of 2025 will be paid to the shareholders whose names are listed in 4
Page 5 OCR 0.923
the Register of Sharehcolders of the Company on the date that will be determined by the Company's Board of Directors. b. The remaining US$267,915,489 (two hundred sixty-seven million nine hundred fifteen thousand four hundred eighty-nine) will be included as retained earnings. 2. Granting full authority and power to the Board of Directors of the Company with substitution rights to take all necessary actions related to the payment of the cash dividend, including: a. To determine a list of shareholders entitled to final cash dividends, b. To determine the schedule and procedures for the payment of cash dividends provided that the schedule and procedures for the cash dividend payment will be annocunced in PT BURSA EFEK INDONESIA's website, eASY.KSEI system, and the Company's website with due observance of the prevailing laws and regulations, Cc. Take all necessary actions related to the implementation of the distribution of cash dividends by referring to the prevailing laws and regulations. IN. In the Third agenda: a. A total of 2,400 (two thousand four hundred) shares or representing 0,00000725”4 (zero point zero zero zero zero zero seven two five percent) were Stated as abstain, b. A total of 2,200 (two thousand two hundred) shares or representing 0.00000664Y (zero point zero zero zero zero zero six six four percent) disagreed: C. A total of 33,110,033,580 (thirty-three billion one hundred ten million thirty- three thousand five hundred eighty) shares or representing 99.999986114 (ninety-nine point nine nine nine nine eight six one one percent) agreed: As the abstain vote is considered to have cast the same vote as the majority vote of the shareholders who cast votes, a total of 33,110,035,980 (thirty-three billion one hundred ten million thirty-five thousand nine hundred eighty) shares or representing 99,99999336Y4 (ninety-nine point nine nine nine nine nine three three six percent) of the total shares legally issued in the Meeting passed the following resolutions: 1. Approving the determination of the total remuneration of the Board of Commissioners and Board of Directors of the Company for the Financial Year 5
Page 6 OCR 0.931
of 2026 of a maximum of US$100,000,000 (one hundred million United States dollars), 2. Delegating the authority to the Board of Commissioners with reference to the prevailing regulations in the Republic of Indonesia to determine the amount of remuneration for each member of the Board of Commissicners and Board of Directors of the Company for the financial year of 2026. IV. In the Fourth Agenda: V. a. A total of 4,600 (four thousand six hundred) shares or representing 0.00001389Y4 (zero point zero zero zero zero one three eight nine percent) were stated as abstain: b. There were no disagree votes: C. A total of 33,110,033,580 (thirty-three billion one hundred ten million thirty- three thousand five hundred eighty) shares or representing 99.999986114 (ninety-nine point nine nine nine nine eight six one one percent) agreed: As the abstain vote is considered to have cast the same vote as the majority vote of the shareholders who cast votes, a total of 33,110,038,180 (thirty-three billion one hundred ten million thirty-eight thousand one hundred eighty) shares or representing 10096 (one hundred percent) of the total shares legally issued in the Meeting passed the following resolutions: Granting authority to the Board of Commissioners of the Company to appoint and/or terminate the Public Accounting Firm and Public Accountant who will audit the financial statements of the Company for the financial year ended 31 December 2026, including determining the honorarium and other reguirements provided that the Public Accounting Firm and Public Accountant appointed is a Public Accounting Firm and Public Accountant who are registered with the Financial Services Authority and has good reputation, as well as does not have any conflict of interest with the Company. In the Fifth agenda: a. A total of 4,600 (four thousand six hundred) shares or representing 0.00001389Y4 (zero point zero zero zero zero one three eight nine percent) were stated as abstain, b. A total of 40,040 (forty thousand forty) shares or representing 0.0001209344 (zero point zero zero zero one two zero nine three percent) disagreed, C. A total of 33,109,993,540 (thirty-three billion one hundred nine million nine hundred ninety-three thousand five hundred forty) shares or representing 6
Page 7 OCR 0.916
99.99986518Y4 (ninety-nine point nine nine nine eight six five one eight percent): As the abstain vote is considered to have cast the same vote as the majority vote of the shareholders who cast votes, a total of 33,109,998,140 (thirty-three billion one hundred nine million nine hundred ninety-eight thousand one hundred forty) shares or representing 99,99987907”5 (ninety-nine point nine nine nine eight seven nine zero seven percent) of the total shares legally issued in the Meeting passed the following resolutions: 1. Approving the appointment of members of the Board of Directors as follows: . -President Director : LOW TUCK KWONG (Dato' Dr. LOW TUCK KWONG) -Director : JENNY @GUANTERO: -Director 1 LIM CHAI HOCK, -Director : LOW YI NGO, -Director : ALASTAIR GORDON CHRISTOPHER MCLEOD: -Director : ALEXANDER ERY WIBOWO, S.H., LL.M.: -Director ! ULINA FITRIANI, -Director : SIYOUNG PARK, Which effective since the closing of the Meeting until the closing of the Annual General Meeting of Shareholders (“GMS”) of the Company held in 2029, without reducing the right of tne GMS to dismiss at any time. 2. Granting authority and power to the Board of Directors of the Company with substitution rights, to take all necessary actions related to the implementation of the resolution of the Fifth Meeting agenda, including to restate the resolutions of the Fifth Meeting agenda before a notary and the authorized institutions, to prepare and sign the documents needed and to submit application and/or notification to the Ministry of Law of the Republic of Indonesia, as well as to register it in the Company Register at the Company Registration Office in accordance with the prevailing laws and regulations. VI. In the Sixth agenda: a. A total of 2,400 (two thousand four hundred) shares or representing 0,00000725”5 (zero point zero zero zero zero zero seven two five percent) were stated as abstain: b. A total of 40,040 (forty thousand forty) shares or representing 0.00012093Y (zero point zero zero zero one two zero nine three percent) disagreed: C. A total of 33,109,995,740 (thirty-three billion one hundred nine million nine hundred ninety-five thousand seven hundred forty) shares or representing 99.99987182Y6 (ninety-nine point nine nine nine eight seven one eight two percent),
Page 8 OCR 0.927
As the abstain vote is considered to have cast the same vote as the majority vote of the shareholders who cast votes, a total of 33,109,998,140 (thirty-three billion one hundred nine million nine hundred ninety-eight thousand one hundred forty) shares or representing 99,9998790744 (ninety-nine point nine nine nine cight seven nine zero seven percent) of the total shares legally issued in the Meeting passed the following resolutions: 1. Approving the Amendment to Article 3 of the Articles of Association regarding Purpose and Objective and Business Activities of the Company, in relation to the reguirements to adjust the purpose and objective and the business activities in accordance with the 2025 Indonesian Standard Industrial Classification. Granting authority and power to the Board of Directors of the Company with substitution rights to restate the resoiutions of the Sixth Meeting Agenda before a notary, including to make changes and/or additions related to the amendment of Article 3 of the Articles of Association of the Company, submitting application for approval and notification to the authorized institutions, and therefore, having the rights to sign the letters and documents as well as to take all necessary actions in accordance with the provisions of the Company's Articles of Association and the prevailing laws and regulations. Jakarta, 12 June 2026 PT Bayan Resources Tbk Board of Directors A
Names mentioned 21 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1 ×3
unresolved
person
HENDARMAN
· President Commissioner
p.2 ×2
unresolved
org
Rianto & Rekan
p.4
unresolved
org
Minister of Law
p.4
unresolved
person
JENNY
· Director
p.7
unresolved
person
SIYOUNG PARK
· Director
p.7
unresolved
org
Ministry of Law
p.7
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
57 ms
13 Sep 2026 14:14
no text layer - needs OCR