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20241010_FILM_Ringkasan Risalah//Risalah RUPS_31734770_lamp2.pdf
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ANNOUNCEMENT OF SUMMARY OF MINUTES OF
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
PT MD ENTERTAINMENT Tbk
The Board of Directors of PT MD ENTERTAINMENT Tbk (the “Company”) hereby inform the
shareholders of the Company that on Tuesday, 08 October 2024, the Company has held an
Extraordinary General Meeting of Shareholders at 15.17 - 16.58 WIB (“Meeting”), located at MD
Building I, 8th floor, Jl. Setiabudi Selatan No. 7, South Jakarta, with the summary of the Meeting as
follows:
A. The agenda of the Meeting is as follows:
1. Approval in relation to the Company's plan to carry out Material Transactions as stipulated
under OJK Regulation No. 17/POJK.04/2020 concerning Material Transactions and Change of
Business Activities in connection with the takeover of PT Net Visi Media Tbk.
2. Approval in relation to the plan to add television broadcasting business activities due to the
takeover of PT Net Visi Media Tbk, accompanied by a discussion of the feasibility study of the
addition of such business activities.
3. Approval in relation to the Company's plan to increase its capital without pre-emptive rights for
maximum of 10% of the Company's issued and paid-up capital (PMTHMETD I).
B. Members of the Board of Commissioners and Board of Directors of the Company who were present
at the Meeting:
-Board of Commissioners:
President Commissioners : Mrs. SHANIA MANOJ PUNJABI
Commissioners : Mr. SANJEVA ADVANI
Independent Commissioners : Mr. INNAYAT HARESH KHUBCHANDANI
-Board of Directors:
President Director : Mr. MANOJ DHAMOO PUNJABI
Director : Mr. PRIYADARSHI ANAND
Director : Mr. SAJAN LACHMANDAS MULANI
C. The Meeting was attended by the Company's authorized shareholders and/or their representatives
representing 99.04% or 9,419,464,767 shares out of a total of 9,511,217,000 shares with voting
rights issued by the Company. Of the total shareholders and/or representatives of the Company's
shareholders who were present, independent shareholders and/or representatives of independent
shareholders who were present at the Meeting represented 96.96% or 2,931,332,167 shares of the
total 3,023,084,400 shares with voting rights issued by the Company and owned by independent
shareholders.
D. In the Meeting, the shareholders were given the opportunity to ask questions and/or give opinions
related to each agenda of the Meeting. There were no shareholders or representatives of
shareholders who asked questions and/or gave opinions on all agenda items of the Meeting.
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E. The decision-making mechanism in the Meeting is as follows:
Decision making on all agenda of the Meeting is carried out by deliberation for consensus, in the
event that deliberation for consensus is not reached, decision making is carried out by way of
voting.
G. The results of the decisions made by voting, the number of votes and the percentage of the
Meeting's decisions of all shares with voting rights who were present at the Meeting are as follows:
Meeting’s Number of Votes
Agenda Agree+Abstain Agree Disagree Abstain
First 9.419.464.767 9.418.942.947 521.820
-
(100%) (99,9945%) (0,0055%)
Second 9.419.464.767 9.418.942.947 521.820
-
(100%) (99,9945%) (0,0055%)
Third 2.931.332.167 2.930.810.347 521.820
(100%) (99,9822%) - (0,0178%)
(independent) (independent)
H. The resolutions of the Meeting have essentially decided and approved the following matters:
First agenda:
a. Approved the Company's plan to carry out Material Transactions as stipulated under OJK
Regulation 17/POJK.04/2020 concerning Material Transactions and Change of Business Activities
in connection with the takeover of PT Net Visi Media Tbk.
b. Approved the granting of power and authority to the Board of Directors of the Company to take
all actions related to the resolution, with due observance of the prevailing laws and regulations.
Second agenda:
Approved the addition of television broadcasting business activities for the Company group as a
result of the acquisition of PT Net Visi Media Tbk by the Company.
Third agenda:
1. Approved the issuance of a maximum of 951,121,700 (nine hundred fifty one million one
hundred twenty one thousand seven hundred) shares of the Company with a nominal value
of Rp100 (one hundred Rupiah) per share or a maximum of 10% (ten percent) of the total
issued and fully paid shares or paid-up capital as stated in the amendment to the articles of
association that has been notified and received by the authorized Minister at the time of the
announcement of the Meeting, with a nominal value of each share of Rp100 (one hundred
Rupiah), through a Capital Increase without Pre-emptive Rights to the Company's
shareholders in accordance with OJK Regulation No. 14/POJK.04/2019 on Amendment to
OJK Regulation No. 32/POJK.04/2015 on Capital Increases of Public Companies by Granting
Preemptive Rights, and to approve the amendment of Article 4 paragraph (2) of the
Company's articles of association in relation to the increase of the Company's issued and
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paid-up capital resulting from the implementation of the Capital Increase Without Granting
Preemptive Rights. The issuance of these shares of the Company will be carried out under
the conditions and price in accordance with the prevailing laws and regulations in the capital
market.
2. Granting 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 declare the realization of the
shares issuance by amending the provisions of the articles of association of the Company,
including but not limited to:
a. To increase the issued and paid-up capital of the Company by issuing new shares in
portfolio based on the results of the implementation of the Capital Increase Without
Preemptive Rights (PMTHMETD), and to determine the amount of issued and paid-up
capital and/or the actual number of shares that have been issued by the Company after
the implementation of PMTHMETD based on reports from the Company's Securities
Administration Bureau and/or other authorized parties after the requirements in the
applicable laws and regulations have been met;
b. To approve the determination of the fix number of new shares issued in the PMTHMETD
and the exercise price of the PMTHMETD as proposed by the Company's Board of
Directors, taking into account the applicable laws and regulations in the capital market;
c. To state/record this resolution in deeds made before a Notary, to amend and/or
restructure the provisions of Article 4 paragraph (2) of the Company’s articles of
association or the entirety of Article 4 of the Company’s articles of association in
accordance with this resolution (including reaffirming the composition of shareholders in
the deed if necessary), as required by and in accordance with the applicable laws and
regulations.; and
d. To create or request the creation of, and to sign, the necessary deeds, letters, and
documents, and subsequently to submit applications for approval and/or notifications
regarding the resolutions of this Meeting and/or amendments to the Company’s articles of
association as stated in this resolution, to the relevant authorities, as well as to take all
necessary actions in accordance with the applicable laws and regulations.
3. To grant power and authority to the Company’s Board of Directors, with the right of
substitution, either partially or wholly, to take any and all necessary actions in connection
with the issuance of new shares as part of the above-mentioned PMTHMETD, in accordance
with the applicable laws and regulations, including but not limited to:
a. To negotiate and sign other agreements, including those related to conditional share
subscription agreements with terms and conditions deemed favorable for the Company by
the Board of Directors;
b. To determine the exercise price in connection with the PMTHMETD with the approval of
the Board of Commissioners, considering the applicable laws and regulations in the
capital market;
c. To determine the fix number of shares issued in connection with the PMTHMETD with the
approval of the Board of Commissioners;
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d. To deposit the Company’s shares in collective custody at PT Kustodian Sentral Efek
Indonesia in accordance with the regulations of the Central Securities Depository;
e. To submit application for the listing of new shares issued by the Company on the
Indonesia Stock Exchange;
f. To confirm one or more resolutions outlined in the Meeting's resolutions in one or more
Notarial deeds; and
g. To take any other necessary and/or required actions to implement and complete the
above matters and to achieve the aims and objectives of the resolutions made by the
shareholders as stated in the Meeting's resolutions, including actions authorized to the
representatives and completing all matters related to any or all of these, including but not
limited to, appearing or being present before a Notary or other parties; providing,
obtaining, and/or receiving information and/or documents of any kind; and creating,
causing to be created, initialing, and/or signing any documents.
This summary of the minutes of the Meeting is announced to comply with the provisions of Article 49
and Article 51 of the Financial Services Authority Regulation No. 15/POJK.04/2020 concerning the Plan
and Implementation of General Meetings of Shareholders of Public Companies, as well as Article 22
paragraphs (6) and (7) of the Company’s articles of association.
Jakarta, 10 October 2024
PT MD ENTERTAINMENT Tbk
Board of Directors
Names mentioned 11 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Net Visi Media Tbk.
p.1 ×8
unresolved
person
SANJEVA ADVANI Independent
p.1 ×2
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.4
unresolved
org
Indonesia Stock Exchange
p.4
unresolved
org
Financial Services Authority
p.4
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