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20260611_TBIG_Ringkasan Risalah//Risalah RUPS_32100088_lamp2.pdf
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ANNOUNCEMENT SUMMARY OF MINUTES OF
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT TOWER BERSAMA INFRASTUCTURE TBK
In order to fulfill the requirement of Article 49 paragraph (1) juncto Article 51 of the Financial Services
Authority Regulation No. 15/POJK.04/2020 dated April 20, 2020 on the Planning and Organization of
the General Meeting of Shareholders of the Public Company (hereinafter "POJK 15/2020"), the Board
of Directors of PT Tower Bersama Infrastructure Tbk (hereinafter referred to as “Company”) hereby
annouce the summary of minutes of the Annual General Meeting of Shareholders (hereinafter
referred to as “Meeting”) as follows:
Day/Date : Tuesday, June 9, 2026
Time : 10.00 Western Indonesia Standard Time - finish
Venue : Denpasar Room
Hotel The Westin Jakarta
Jl. HR Rasuna Said Kav C-22
Jakarta Selatan - 12940
Meeting links : Electronic General Meeting System (eASY.KSEI) facility at
https://akses.ksei.co.id/ organized by KSEI.
The Meeting was attended by the following member of the Board of Commissioners and Board of
Directors:
Board of Commissioners Board of Directors
Commissioner : Verena Lim President Director : Herman Setya Budi
Independent Commissioner : Ludovicus Sensi Vice President Director : Hardi Wijaya Liong
Wondabio Director : Budianto Purwahjo
Independent Commissioner : Heri Sunaryadi Director : Helmy Yusman Santoso
Director : Leonardus Wahyu
Wasono Muhardjo
The shareholders of the Company present represented 20,820,393,937 shares or 92.33 % of the total
number of shares with valid voting rights of 22,550,614,345 shares, that as of the recording date of
the Meeting (May 13, 2026) the total number of issued and paid-up shares of the Company including
treasury shares was 22,656,999,445 shares.
The Meeting was chaired by Mr. Heri Sunaryadi (Independent Commissioner) based on the letter of
appointment of the Board of Commissioners on May 28, 2026.
Prior to the discussion of each of the Meeting’s agendas, the Chairperson disclosed the following:
- Summary of the meeting rules;
- The Company’s overall performance;
- Meeting’s Agendas;
- In each of the Agenda discussed in Meeting, shareholders are given the opportunity and entitled
to raise question and/ or opinion in accordance with the rules; and
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- The resolutions of the Meeting were taken based on deliberation of consensus. If the deliberation
of consensus is not reached, the decision is taken by voting. For Shareholders who were physically
present at the Meeting were given the opportunity to cast their votes using the voting cards that
were distributed at the time of registration and submitted to the available officer, the voting also
took into account the votes that have been submitted via e-Proxy through the eASY.KSEI platform,
with due observance of the quorum for attendance and resolutions of a GMS stipulated in the
Articles of Association of the Company for the relevant Meeting Agenda.
The detail resolutions of the Meeting are as follows:
Meeting Agenda 1 Approval of the Company’s 2025 Annual Report and Ratification of the
Company’s Consolidated Financial Statement for the Financial Year ending
on December 31, 2025.
Number of No shareholders raised question
Shareholders Raising
Questions
Decision Making Voting
Process
Voting Results Agree Abstain Disagree
20,769,561,737 shares 50,832,200 shares 0 shares
(99.76%) of those (0.24%) of those (0.00%) of those
in attendance in attendance in attendance
Meeting’s Resolutions 1. Approved the 2025 Annual Report including the Board of Commissioners
Supervisory Report for Financial Year 2025.
2. Ratified Company’s Consolidated Financial Statements for the financial
year ending on December 31, 2025 that was audited by the Public
Accounting Firm Purwanto, Susanti and Surja, with an unmodified
opinion as stated in Report Number: 00369/2.1505/AU.1/06/1561-
2/1/III/2026 issued on March 30, 2026.
3. Released and discharged every member of the Board of Directors and
the Board of Commissioners for managerial and supervisory actions
taken throughout the financial year ending on December 31, 2025, as
long as these actions are reflected within the Consolidated Financial
Statements of the Company and Subsidiaries for Financial Year 2025.
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Meeting Agenda 2 Determined the Allocation of Net Profits for Financial Year 2025.
Number of No shareholders raised question
Shareholders Raising
Questions
Decision Making Voting
Process
Voting Results Agree Abstain Disagree
20,769,561,737 shares 50,832,200 shares 0 shares
(99.76%) of those (0.24%) of those (0.00 %) of those
in attendance in attendance in attendance
Meeting’s Approved the allocation of the Company's net profit for the 2025 (after tax)
Resolutions attributable to the Parent Entity amounting to Rp1,426,836,000,000 (one
trillion four hundred twenty-six billion eight hundred thirty-six million
rupiah) as follows:
1. An amount of IDR500,000,000 (five hundred million Rupiah) is stipulated to
increase general reserves to meet the provisions of Article 70 Law no. 40 of
2007 regarding Limited Liability Companies and in accordance to the
provisions of Article 25 of the Company's Articles of Association.
2. A total of IDR1,059,878,874,215 (one trillion fifty-nine billion eight hundred
seventy-eight million eight hundred seventy-four thousand two hundred
fifteen Rupiah) or approximately 74.28% (seventy-four point twenty-eight
percent) of the Company's net profit in 2025 or equivalent to IDR47 (forty-
seven rupiah) per share, has been set at a cash dividend, which will be paid
and distributed to Shareholders whose names are recorded on the
shareholder register as of June 22, 2026, taking into account the number of
shares that have been bought back by the Company as of that date, with
payment date on July 9, 2026.
3. The remaining will be used to increase Retained Earnings to support the
Company's business development.
4. Granting power and authority to the Board of Directors to arrange the
payment procedure for the cash dividend in accordance with the
prevailing laws and regulations.
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Meeting Agenda 3 Appointment of the Public Accountant and Public Accounting Firm to audit
the Company’s Financial Statements for Financial Year 2026.
Number of No shareholders raised question
Shareholders
Raising Questions
Decision Making Voting
Process
Voting Results Agree Abstain Disagree
20,769,561,737 shares 50,832,200 shares 0 shares
(99.76%) of those (0.24%) of those (0.00 %) of those
in attendance in attendance in attendance
Meeting’s Approved the Appointment of a Public Accountant and/or Public Accountant
Resolutions Firm to audit the Company's Financial Statements for Financial Year 2026 by:
1. delegate authority with substitution rights to the Board of Commissioners
with consideration from the Company's Audit Committee to appoint a Public
Accountant and/or Public Accountant Firm registered with the Financial
Services Authority ("OJK") in accordance with the criteria set out in the
Meeting to audit the Company's Consolidated Financial Statements for the
financial year ending December 31, 2026 and to appoint a replacement of
Public Accountant and/or Public Accountant Firm if the appointed Public
Accountant and/or Public Accountant Firm for any reason is unable to carry
out his duties.
2. give full authority with substitution rights to the Board of Commissioners of
the Company to determine the honorarium and other requirements for the
appointment of the Public Accountant and/or Public Accountant Firm.
Meeting Agenda 4 Determine the Salary and Benefits for members of the Company’s Board of
Directors and Salary or Honorarium and Benefits for the members of the
Company’s Board of Commissioners for Financial Year 2026.
Number of No shareholders raised question
Shareholders
Raising Questions
Decision Making Voting
Process
Voting Results Agree Abstain Disagree
20,769,561,737 shares 50,832,200 shares 0 shares
(99.76%) of those (0.24%) of those (0.00%) of those
in attendance in attendance in attendance
Meeting’s Delegate the authority to the Board of Commissioners to determine the salaries,
Resolutions honorarium, and other benefits for members of the Board of Directors and Board
of Commissioners for the Financial Year 2026, taking into account the input or
recommendations from the Company’s Nomination and Remuneration
Committee.
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Meeting Agenda 5 Approval of the plan to issue debt securities or Notes denominated in foreign
currencies to be carried out in one issuance or in several issuances to be
issued by the Company, through offers to investors outside the territory of
the Republic of Indonesia, which is a material transaction based on OJK
Regulation No. 17/POJK.04/2020 dated April 20, 2020 concerning Material
Transactions and Changes in Business Activities (“POJK 17/2020”).
Number of No shareholders raised question
Shareholders
Raising Questions
Decision Making Voting
Process
Voting Results Agree Abstain Disagree
20,765,515,938 shares 50,832,200 shares 13,045,799 shares
(99.69%) of those (0.25%) of those (0.06%) of those
in attendance in attendance in attendance
Meeting’s 1. Approved the plan to issue debt securities or Notes in foreign currency, with
Resolutions a total amount of principal equivalent to USD 900,000,000 (nine hundred
million United States Dollars) which will be carried out by the Company in 1
(one) or several issuances within a period of 12 (twelve) months from the date
of obtaining approval from the General Meeting of Shareholders through an
offer to investors outside the territory of the Republic of Indonesia, which is a
Material Transaction based on the Financial Services Authority Regulation No.
17/POJK.04/2020 on Material Transactions and Changes in Business Activities.
2. Granted approval and authority to the Board of Directors of the Company,
either jointly or individually, with the right of substitution, in accordance with
the Articles of Association of the Company, to make, execute, sign and/or
submit and carry out any agreements and actions required in connection with
all documents and notices to be signed and/or submitted under or related to
the Notes, including all amendments and additions thereto on terms and
conditions deemed good by the Board of Directors, including but not limited
to:
o Indenture relating to the issuance of the Notes;
o Purchase Agreement;
o Any intercompany loan agreement to be entered into by the Company
with its subsidiaries or affiliated companies, either as debtor or as creditor;
and
o Any proxy and other related documents that have been and will be
determined later if deemed necessary in connection with or that may be
required under the agreements related to the issuance of the Notes and
other related documents that do not violate any legal provisions, in any
jurisdiction that regulates such documents.
3. To authorize with the right of substitution to the Board of Directors of the
Company, either jointly or individually, to appear and/or appear before the
authorized officer and/or Notary to state the decisions taken, to sign the
deed(s) required, to submit information, to make and sign all necessary
documents, and to take all actions deemed necessary, without any exception.
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Meeting Agenda 6 Use of proceeds report of (i) Continuous Rupiah Bond VII Tower Bersama
Infrastructure Phase I Year 2025; (ii) Continuous Rupiah Bond VII Tower
Bersama Infrastructure Phase II Year 2025; (iii) Continuous Rupiah Bond VII
Tower Bersama Infrastructure Phase III Year 2026;
(iv) Continuous Ijarah Sukuk I Tower Bersama Infrastructure Phase I Year
2025; (v) Continuous Ijarah Sukuk I Tower Bersama Infrastructure Phase II
2025; and (vi) Continuous Ijarah Sukuk I Tower Bersama Infrastructure Phase
III 2026.
Number of No shareholders raised question
Shareholders
Raising Questions
Decision Making This agenda is only a reporting hence there is no voting.
Process
Voting Results This agenda is only a reporting hence there is no voting.
Meeting’s This agenda is only a reporting hence there is no voting.
Resolutions
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DIVIDEND PAYMENT SCHEDULE
Cum-Dividend • Regular and negotiated market June 18, 2026
• Cash market June 22, 2026
Ex-Dividend • Regular and negotiated market June 19, 2026
• Cash market June 23, 2026
Recording Date June 22, 2026
Dividend Payment Date July 9, 2026
Distribution of Tax Witholding Slip August 31, 2026
CONDITIONS FOR PAYMENT:
1. Dividend will be paid to the registered shareholder in the Company’s Shareholder Register
(Recording Date) on June 22, 2026 no later than 16.15 WIB (West Indonesia Time) and/or to the
shareholders who hold the Company’s shares at the sub-securities account of PT. Kustodian Sentral
Efek Indonesia (KSEI) on the closing of trading in the Indonesia Stock Exchange on
June 22, 2026.
2. For the shareholder whose shares are kept in collective custody at KSEI, the dividend payment will
be distributed by KSEI to the account of its Securities Company and/or Custodian Bank on
July 9, 2026. The dividend payment slip will be sent by KSEI to the shareholders through its Securities
Company and/or Custodian Bank where the shareholder opened their account. Whereas for the
shareholder whose shares are not in the collective custody at KSEI, the dividend payment will be
transferred to the shareholder’s account.
3. The dividend payment will be subject to withholding tax in accordance with the prevailing tax
regulations. Such withholding tax shall be borne by the entitled shareholders and will be deducted
from the total cash dividend due to the entitled shareholder.
4. For the Indonesian Entity Tax Subject that has not submitted their Tax ID, they are requested to
submit it to KSEI or to Share Registrar (BAE) PT Datindo Entrycom, at Jl. Hayam Wuruk No. 28, Jakarta
10120, at the latest by June 22, 2026 at 16.00 WIB. In the absence of the Tax ID Number, the
dividend to be paid to that Indonesian Entity shall be deducted by 30% withholding tax.
5. For the shareholders who are Overseas Tax Subject, whose tax tariff is in accordance with the
Double Tax Treaty Agreement (P3B), they are obliged to comply with Article 26 of the Tax Law no.
36 year 2008 and to submit Form DGT-1 or DGT-2 which have been legalized by the Office of Tax
Services for Listed Companies (Kantor Pelayanan Pajak Perusahaan Masuk Bursa) to KSEI or BAE at
the latest June 25, 2026 (3 exchange days after Recording Date). In the absence of such forms, the
dividend will be deducted by withholding tax article 26 of 20%.
6. For the shareholder whose shares are kept in collective custody at KSEI, the cash dividend tax
withholding slip will be available at the Securities Company and / or Custodian Bank where the
shareholder opened their securities account and for the script shareholder, it can be collected at
the BAE Office starting from August 31, 2026.
Jakarta, June 11, 2026
PT TOWER BERSAMA INFRASTRUCTURE TBK
THE BOARD OF DIRECTORS
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TOWER BERSAMA INFRASTUCTURE TBK
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Financial Services Authority
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PT. Kustodian Sentral Efek Indonesia
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Sentral Efek Indonesia
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Indonesia Stock Exchange
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PT Datindo Entrycom
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