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20241016_MFIN_Ringkasan Risalah//Risalah RUPS_31746515_lamp1.pdf
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MALA MUKTI, S.H., LL.M.
NOTARIS
DAERAH KHUSUS IBUKOTA JAKARTA
Number :190/Srt/X/2024 Jakarta, October 14, 2024
Page :Resume of Extraordinary General Meeting of
Shareholders of
PT MANDALA MULTIFINANCE Tbk
Dear Sir:
PT MANDALA MULTIFINANCE Tbk
Jl. Menteng Raya No. 24 A-B,
Kebon Sirih Village, Menteng District, Central
Jakarta
With respect,
I hereby submit the Resume of the Extraordinary General Meeting of Shareholders
(hereinafter referred to as the "Meeting") of PT MANDALA MULTIFINANCE Tbk,
domiciled in Central Jakarta (hereinafter referred to as the "Company") which was held
on:
Day/Date :Monday, October 14, 2024;
Time :09.19 a.m. to 09.45 a.m.;
Place :Head Office of PT Mandala Multifinance Tbk
J1. Menteng Raya No. 24 A-B,
Kebon Sirih, Menteng Subdistrict, Central Jakarta
The Agenda of the Meeting are:
1. Approval of the Company's Proposed Plan to Increase the Issued and Paid-up
Capital through the Distribution of Bonus Shares;
2. Amendments to the Provisions of the Company's Articles of Association.
The meeting was attended both physically and through the eASY.KSEI platform by:
a. The shareholders of the Company or their proxies who were physically present and
through the eASY.KSEI system amounted to 2,630,412,827 (two billion six hundred
thirty million four hundred twelve thousand eight hundred twenty seven) shares or
representing 99.26% (ninety nine point two six percent) of 2,650,000,000 (two
billion six hundred fifty million) shares which constitute all shares with valid
voting rights issued by the Company, with due observance of the Register of
Shareholders of the Company on September 19, 2024 which closed at
16.00 PM.
b. Members of the Board of Commissioners, Board of Directors and Sharia
Supervisory Board who were physically present are as follows:
BOARD OF COMMISSIONERS
- President Commissioner : Mr. NIKO KURNIAWAN
AXA Tower 27th Floor # 06, Jl. Prof. Dr. Satrio Kay. 18, Jakarta 12940, Tel. (021) 3005 6229, Fax. (021) 3005 6373
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BONGGOWARSITO;
- Commissioner Mr. TAKANORI MIZUNO.
BOARD OF DIRECTORS
-President Director Mr. HARRYJANTO LASMANA;
-Director Ms. CHRISTEL LASMANA;
-Director Mr. FREDERICK NATHANAEL;
-Director Mr. Mr. SANDY SUSANTO
-Director Mr. ROBERTO AK UN;
-Director Mr. YUSSY SANTOSO, and;
-Director Mr. ANTONIUS DANNY HENDARKO.
SHARIA SUPERVISORY
BOARD
-Member Mr. SAPTONO BUDI SATRYO;
The Invitation to the Meeting has been made in accordance with the provisions of the
Company's Articles of Association and the Regulation of the Financial Services
Authority of the Republic of Indonesia ("POJK") Number 15/POJK.04/2020
concerning the Planning and Holding of General Meetings of Shareholders of Public
Companies, as follows:
- Notification of the plan to hold the Meeting and the agenda of the Meeting to
the Financial Services Authority and PT Bursa Efek Indonesia ("Bursa"), each
on Thursday, August 29, 2024;
- Announcement to the shareholders regarding the convening of the Meeting
through the website of the Exchange, the website of PT Kustodian Sentral Efek
Indonesia ("KSEI"), and the website of the Company, namely
www.mandalafinance.com (hereinafter referred to as the "Company's website"),
on Thursday, September 5, 2024;
- The invitation to shareholders regarding the Meeting on the Company's
website, the Exchange website and the KSEI website has been made on
September 20, 2024;
In each agenda item of the Meeting, shareholders and/or their proxies were given the
opportunity to ask questions and/or give opinions regarding the agenda item of the
Meeting. There were no questions raised on each agenda item of the Meeting.
The decision-making mechanism related to the agenda of the Meeting is deliberation for
consensus.
In the event that deliberation for consensus is not reached, then decisions are taken by
voting, namely:
- For the first agenda item, the resolution shall be valid if approved by more than 1/2
(one-half) of the total number of shares with voting rights present or represented at
the Meeting.
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- For the Second agenda item, resolutions are valid if approved by more than 2/3
(two-thirds) of the total number of shares with voting rights present or represented
at the Meeting.
In the Meeting, decisions were made which were basically as follows:
I. In the First agenda item:
a. 11,600 (eleven thousand six hundred) shares or representing 0.001% (zero
coma zero zero one percent) abstained;
b. there were no votes against;
c. 2,630,401,227 (two billion six hundred thirty million four hundred one
thousand two hundred twenty-seven) shares or representing 99.999%
(ninety-nine point nine nine nine nine percent) voted in favor.
Since abstain votes are considered to cast the same vote as the votes of the
majority of shareholders who cast votes, the Meeting with the most votes, namely
2,630,412,827 (two billion six hundred thirty million four hundred twelve
thousand eight hundred twenty seven) shares or representing 100% (one hundred
percent) of all shares with valid voting rights present at the Meeting decided:
1. Approved the distribution of Bonus Shares originating from the capitalization
of the Company's retained earnings as of 31 December 2023, amounting to
Rp117,500,000,000.00 (one hundred seventeen billion five hundred million
rupiah) with the following procedures and procedures:
- Cum bonus in regular and negotiated markets : October 22, 2024;
- Cum bonus in cash market : October 24, 2024;
- Recording Date : October 24, 2024.
2. Approved to increase the issued and paid-up capital of the Company from
Rp132,500,000,000.00 (one hundred thirty-two billion five hundred million
rupiah) to Rp250,000,000,000.00 (two hundred fifty billion rupiah) by issuing
2,350,000,000 (two billion three hundred fifty million) new shares with a
nominal value of Rp50.00 (fifty rupiah) per share.
3. Approved to grant power and authority to the Board of Commissioners of the
Company with the right of substitution to the Board of Directors of the
Company to carry out all necessary actions in order to increase the issued and
paid-up capital of the Company in connection with the distribution of Bonus
Shares, including but not limited to:
i. to amend Article 4 paragraph 2 of the Company's Articles of
Association and to take all actions deemed necessary to implement the
resolutions of the first agenda item of this Meeting, and at the same time
authorize the Board of Directors of the Company to restate the
resolutions of this Meeting in a Notarial deed and subsequently notify the
amendments to the Articles of Association.
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Company to the Ministry of Law and Human Rights of the Republic of
Indonesia, as well as make any changes that may be changed or
requested / considered by the authorized party for approval;
ii. carry out all and any necessary actions in connection with the
distribution of Bonus Shares, among others (i) to list the Company's
shares which are issued and fully paid shares on the Indonesia Stock
Exchange with due observance of the prevailing laws and regulations in
the field of Capital Markets, and;
(ii) register the Company's shares in Collective Custody in accordance
with the Regulation of the Indonesian Central Securities Depository and
in accordance with the prevailing laws and regulations in the Capital
Market sector.
II. In the second agenda item:
a. 11,600 (eleven thousand six hundred) shares or representing 0.001% (zero
korna no1 not one percent) abstained;
b. there were no votes against;
c. 2,630,401,227 (two billion six hundred thirty million four hundred one
thousand two hundred twenty-seven) shares or representing 99.999%
(ninety-nine point nine nine nine percent) voted in favor.
Since abstain votes are considered to cast the same vote as the votes of the
majority of shareholders who cast votes, the Meeting with the most votes, namely
2,630,412,827 (two billion six hundred thirty million four hundred twelve thousand
eight hundred twenty seven) shares or representing 100% (one hundred percent) of
all shares with valid voting rights present at the Meeting decided:
1. Approve the amendments to the provisions of the Company's Articles of
Association to adjust to the Financial Services Authority Regulation Number
47/POJK.05/2020 concerning Business Licensing and Institutionalization of
Financing Company and Sharia Financing Company and uniformity with the
provisions of the Articles of Association of PT ADIRA DINAMIKA MULTI
FINANCE Tbk as the Controlling Shareholder;
2. Approve the Board of Directors of the Company to restate the approved
amendments to the Articles of Association as referred to in point 1 above and
at the same time recompile all provisions of the Company's Articles of
Association into one Notarial deed and make editorial changes if necessary in
accordance with applicable regulations, then submit an application to the
Minister of Law and Human Rights of the Republic of Indonesia to obtain
approval or receipt of notification of amendments to the Articles of
Association, register it in the Company Register and announce it in the State
Gazette of the Republic of Indonesia.
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This resume is submitted in advance of the copy of the deed of Minutes of the
Extraordinary General Meeting of Shareholders made by me, Notary, on October 14,
2024 deed Number 124, which I will immediately send to the Company after
completion.
Sincerely,
-.
A MUKTI, S.H., .LL.M.
otaris in Jakarta
Names mentioned 21 people and organisations named in the text · linked when the evidence is strong
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MALA MUKTI
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NIKO KURNIAWAN AXA
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Prof. Dr. Satrio Kay.
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ANTONIUS DANNY HENDARKO. SHARIA SUPERVISORY
· Director
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SAPTONO BUDI SATRYO
· Member
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Financial Services Authority
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PT Kustodian Sentral Efek Indonesia
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Ministry of Law and Human Rights
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Indonesia Stock Exchange
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Minister of Law and Human Rights
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A MUKTI
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