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20241009_IKAI_Ringkasan Risalah//Risalah RUPS_31734311_lamp2.pdf
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ANNOUNCEMENT OF SUMMARY OF MINUTES OF
THIRD ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT INTIKERAMIK ALAMASRI INDUSTRI Tbk
The Board of Directors of PT INTIKERAMIK ALAMASRI INDUSTRI Tbk (the
“Company”) hereby announce the Summary of Minutes of Third Annual General
Meeting of Shareholders of the Company ("Third AGMS") as follows:
A. The Third AGMS of the Company has been held on:
Day/Date : Monday, October 7, 2024;
Time : 11.43‘ – 12.11’ WIB;
Venue : Menara Bidakara 2, Jl. Jenderal Gatot Subroto Kav. 71-73,
Tebet, South Jakarta, DKI Jakarta.
B. The agenda of the First AGMS and Second AGMS of the Company (as defined
below) are as follows:
1. Approval and ratification of the Annual Report for the financial year
ending December 31, 2023, which consists of:
a. Report on the management of the Company by the Board of
Directors and Report on the course of supervision of the Company
by the Board of Commissioners for the financial year ending
December 31, 2023;
b. Financial Statements and ratification of the balance sheet as well
as the calculation of profit and loss for the financial year ending on
December 31, 2023 as well as full grants and releases and
settlements (acquit et de charge) to members of the Board of
Directors and members of the Board of Commissioners of the
Company for the management and supervisory actions they have
taken to the financial year ending December 31, 2023.
2. Determination of the Company’s profit and loss for the financial year
ending December 31, 2023.
3. Determination of the amount of salary and other benefits for members of
the Board of Directors and members of the Board of Commissioners of
the Company.
4. Appointment of a Public Accountant who will audit the Company's
financial statements for the financial year ending December 31, 2024.
5. Renewal of composition data of the Company's shareholders for the
arrangement of NIB of the Company.
6. Changes to the purpose and objectives and the Company's business
activities to be adjusted to the provisions of business sector groups as
stipulated in the standard classification regulations for business fields, in
order to comply with the provisions of regulations regarding electronically
integrated business licensing services, which apply in the Republic of
Indonesia.
C. Whereas the Board of Directors of Company has held the First Annual General
Meeting of Shareholders ("First AGMS") on:
Day/Date : Wednesday, May 22, 2024;
Time : 09.27’ – 09.43’ WIB;
Venue : Function Hall Ruang Meeting 1 & 2, The Nine Sopo Del
Sopo Del Office Towers & Lifestyle, Jalan Mega Kuningan Barat
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III Lot. 10 1-6, Jakarta 12950.
Based on the attendance list of shareholders of the First AGMS, the number of
shares present or represented at the First AGMS was recorded as
4.519.326.529 shares, which constitute 33,965% of all shares issued by the
Company.
Because the attendance quorum for the agenda of the First AGMS was not met
as required by the Company's Articles of Association and Financial Services
Authority Regulation Number 15/POJK.04/2020 concerning the Planning and
Implementation of General Meetings of Shareholders of Public Companies
("POJK 15/2020"). Therefore, the First AGMS could not be held and was
officially closed by the Chairman of the First AGMS at 09.43' Western
Indonesian Time.
D. Whereas the Board of Directors of Company has also held the Second Annual
General Meeting of Shareholders ("Second AGMS") on:
Day/Date: Tuesday, June 4, 2024;
Day/Date : Tuesday, June 4, 2024;
Time : 09.35’ – 11.10’ WIB;
Venue : Function Hall Ruang Meeting 1 & 2, The Nine Sopo Del
Sopo Del Office Towers & Lifestyle, Jalan Mega Kuningan Barat
III Lot. 10 1-6, Jakarta 12950.
Based on the attendance list of shareholders of the Second AGMS, the number
of shares present or represented at the Second AGMS was 4,496,338,635
shares, which is 33.792% of all shares issued by the Company up to the date
of the Second AGMS.
Because the attendance quorum for the sixth agenda item at the Second
AGMS was not met, namely attended by shareholders and/or authorized
shareholder proxies, representing at least 3/5 (three-fifths) of the total number
of shares with valid voting rights issued by the Company, the Second AGMS
only discussed the first agenda item up to the fifth agenda item. The sixth
agenda item will be discussed at the Third AGMS.
As stipulated in the Company's Articles of Association and Article 42 of POJK
15/2020, the attendance quorum and desicion quorum for holding and taking
resolutions at the Third AGMS shall be determined by the Financial Services
Authority upon the Company's request. Therefore, the Company has submitted
an application to the Financial Services Authority through the Company's letter,
dated June 11, 2024 Number: 005/IKAI/VI/2024, regarding the Application for
Determination of the Attendance Quorum and Decision Quorum for the Sixth
Agenda at the Third Annual General Meeting of Shareholders of
PT INTİKERAMİK ALAMASRİ Tbk.
E. Whereas the Third AGMS is held based on the provisions of the Financial
Services Authority letter dated September 5, 2024 number S-13/PM.2/2024
concerning the Determination of the Quorum of the Third Annual General
Meeting of Shareholders of PT INTIKERAMIK ALAMASRI INDUSTRI Tbk (the
“OJK's Determination Letter”), with the provisions as follows:
"Based on the provisions of POJK 15/2020 as stated above and considering
the reasons, data and information that the Company have submitted, the
Company’s request to hold the Third AGMS can be considered with the
following provisions:
a. The Third AGMS can be held with the following agenda:
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"Changes to the purpose and objectives and the Company's business
activities to be adjusted to the provisions of business sector groups as
stipulated in the standard classification regulations for business fields, in
order to comply with the provisions of regulations regarding electronically
integrated business licensing services, which apply in the Republic of
Indonesia."
b. The Third AGMS shall be held no later than 45 (forty five) days after the
date of the OJK's Determination Letter.
c. The invitation to the Third AGMS shall be made no later than 7 (seven)
days before the implementation of the Third AGMS.
d. The attendance quorum for the Third AGMS shall be at least 33.8% of
the total number of shares with valid voting rights.
e. The resolution of the Third AGMS shall be valid if approved by more than
50% of the total shares with valid voting rights present at the Third
AGMS.”
F. Based on the attendance list of the shareholders of the Third AGMS, the total
number of shares that were present or represented at the Third AGMS was
4.772.114.648 shares, which constituted 35,8649226% of all shares issued by
the Company.
G. The Board of Directors and the Board of Commissioners of the Company who
are present at the Third AGMS are as follows:
BOARD OF COMMISSIONERS:
President Commissioner : Mr. DRS. ENGKOS SADRAH, M.M.;
concurrently as Independent
Commissioner
Independent Commissioner : Mr. DEAN ARSLAN.
BOARD OF DIRECTORS:
President Director : Mr. TEUKU JOHAS RAFFLI;
Director (Operational and : Mr. ERWAN DWIYANSYAH.
Compliance)
H. The Company has provided the opportunity for shareholders and their proxies
to ask questions and/or provide opinions prior to making resolutions for agenda
item of the Third AGMS.
I. At the Third AGMS, there were no shareholders or their proxies who asked
questions and/or gave opinions regarding the agenda of the Third AGMS.
J. The mechanism of adopting resolution of Third AGMS:
1. The mechanism of adopting resolution of Third AGMS is carried out by
deliberation to reach consensus. However, if deliberation for consensus
is not reached, the resolutions is made by voting.
2. Shareholders are allowed to vote through the KSEI Electronic General
Meeting System (eASY.KSEI) provided by PT KUSTODIAN SENTRAL
EFEK INDONESIA (“KSEI”).
K. Voting Results:
Disagree : 71.227 votes
Abstain : 0 votes
thus the total number of shareholders who agreed was 4.772.043.421
votes, which constitute 99,99% of the total number of valid votes cast,
therefore the Third AGMS with the majority of votes resolve to
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APPROVED the proposed resolutions of the agenda of the Third AGMS
that had been submitted.
L. Results for the resolution of the Third AGMS:
1. Approve the amendment to the provisions of Article 3 paragraph (1) and
(2) of the Company's Articles of Association concerning the Purpose and
Objectives and Business Activities of the Company to be adjusted to the
provisions of the business field group as stipulated in the Regulation of
the Head of the Central Statistics Agency concerning the applicable
Indonesian Standard Business Field Classification.
2. Delegate authority and grant power to the Company's Board of Directors
to amend Article 3 paragraph (1) and (2) of the Company's Articles of
Association concerning the Purpose and Objectives and Business
Activities of the Company to be adjusted to the provisions of the business
field group as stipulated in the Regulation of the Head of the Central
Statistics Agency concerning the applicable Indonesian Standard
Business Field Classification.
3. Grant power to the Company's Board of Directors to state the results of
the resolutions of the sixth agenda of the Meeting in a separate Notarial
deed, including requesting approval of the amendment to the Articles of
Association to the authorized agency, including the Ministry of Law and
Human Rights of the Republic of Indonesia, making changes and/or
additions in any form whatsoever that are necessary to obtain approval of
the amendment to the Articles of Association, submitting, signing all
applications and other documents, selecting a domicile and carrying out
all necessary actions, none of which are excluded.
Jakarta, October 9, 2024
PT INTIKERAMIK ALAMASRI INDUSTRI Tbk
Board of Directors of the Company
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Names mentioned 10 people and organisations named in the text · linked when the evidence is strong
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Financial Services Authority
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PT INT
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person
ERWAN DWIYANSYAH. Compliance
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PT KUSTODIAN SENTRAL EFEK INDONESIA
p.3
unresolved
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Ministry of Law
p.4
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