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20240927_CNTX_Laporan Informasi dan Fakta Material_31729645_lamp3.pdf
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SUMMARY OF THE MINUTES OF
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT. CENTURY TEXTILE INDUSTRY TBK ABBREVIATED PT. CENTEX TBK
In compliance with the provision of paragraph (1) of Article 49 of the Regulation of the Indonesia
Financial Services Authority (Otoritas Jasa Keuangan/OJK) Number 15/POJK.04/2020 regarding the Plan
and Implementation of General Meeting of Shareholders of Public Companies (“FSA Regulation
15/2020”), PT. Century Textile Industry Tbk abbreviated PT. Centex Tbk, having its domicile in East
Jakarta and its address at Jl. Raya Bogor Km. 27, RT 005, RW 003, Kelurahan Ciracas, Kecamatan
Ciracas, East Jakarta (the “Company”) makes a summary of the Minutes of the Annual General Meeting of
Shareholders of the Company. In this summary of the Minutes of Meeting, the Annual General Meeting of
Shareholders of the Company will be referred to as the “Meeting”.
This Summary of the Minutes of the Meeting contains information in accordance with the provision of
paragraph (1) of Article 51 of the FSA Regulation 15/2020.
A. Day, date, venue, time and agenda items of the Meeting
The day and date of the Meeting is Wednesday, 25 September 2024 and the venue of the Meeting is at
Mawar Room, Mezzanine Floor, Hotel Mulia Senayan Jakarta, Jl. Asia Afrika Senayan Jakarta 10270
Time of Meeting: from 09:50 until 10:55 West Indonesia Time.
Agenda items of the Meeting:
1. Approval of the Annual Report of the Company for the accounting year ended on 31 March 2024
and ratification of the Financial Statements of the Company and the Report on the Supervisory
Duties of the Board of Commissioners of the Company for the accounting year ended on
31 March 2024.
2. Determination that for the accounting year ended on 31 March 2024 there will be no distribution
of dividends to the shareholders of the Company.
3. Delegation of designation of a Firm of Public Accountants to audit the books of the Company for
the accounting year ended on 31 March 2025 and determination of the honorarium of such Firm
of Public Accountants to the Board of Commissioners of the Company.
4. Changes in the compositions of the Board of Directors and the Board of Commissioners of the
Company.
5. Determination of salaries and allowances of members of the Board of Directors and the Board of
Commissioners of the Company.
B. Members of the Board of Directors and the Board of Commissioners of the Company attending the
Meetings
Board of Directors:
- President Director : Masamitsu Kamada;
- Director : Tomoaki Nakajima; and
- Director : Hideki Okada.
Board of Commissioners:
- Independent Commissioner : Satryo Soemantri Brodjonegoro.
C. Number of shares with legal voting rights whose holders/owners were present and/or represented by
their proxies in the Meeting and its percentage of the total number of shares with legal voting
rights, namely 200,000,000 (consisting of 70,000,000 series A shares and 130,000,000 series B
shares)
The number of shares whose holders/owners or their proxies were present or represented at the
Meeting are 60,854,759 (sixty million eight hundred fifty-four thousand seven hundred and fifty-nine)
series A shares and 130,000,000 (one hundred and thirty million) series B shares or 95.43% (ninety-
five four three percent) of all of the issued shares of the Company.
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D. Giving the opportunity to ask questions and/or give opinions related to the agenda items of the
Meeting
At each end of the discussion of each of the agenda item of the Meeting, the Chairman of the Meeting
provided an opportunity to the shareholders or their legal proxies who attended the Meeting to ask
questions and/or give comments.
E. The number of shareholders who asked questions and/or gave opinions related to the agenda items
of the Meetings
For the first agenda item, there were 2 (two) shareholders who asked questions, and for the fifth
agenda item, there was one shareholder who asked a question. While for the second, third and fourth
agenda items of the Meeting, no shareholders asked questions or gave comments.
F. Meetings decision-making mechanism
In accordance with paragraph 23.8 of Article 23 of the Company’s Articles of Association which is
also set out in the Procedural Rules for the Meeting distributed to the shareholders and their proxies
attending the Meeting, the adoption of resolutions were done by deliberation to reach consensus. In
case consensus is not reached, the resolutions shall be adopted by voting based on the affirmative
votes of more than 1/2 (half) of the total number of votes legally cast in the Meeting for all of the
resolutions of the Meeting.
G. Results of voting for the resolutions of the Meeting
The proposed resolutions for the third agenda item of the Meeting were approved unanimously while
the proposed resolutions for the first, second, fourth and fifth agenda items were legally approved by
the Meeting through voting with the following results:
Number of Votes
Affirmative Against Abstain
First agenda item 190,570,259 241,400 43,100
Second agenda item 190,811,659 43,100 --
Fourth agenda item 190,811,659 -- 43,100
Fifth agenda item 190,811,659 -- 43,100
H. Resolutions of the Meeting
First agenda item:
1. The Annual Report of Company was approved and the Financial Statements of the Company and
the Report on the Supervisory Duties of the Board of Commissioners of the Company, all for the
accounting year ended on 31 March 2024 were ratified.
2. Full acquittal and discharge were given to the members of the Board of Directors of Company for
all their managerial actions and the performance of their authorities and to the members of the
Board of Commissioners of the Company for their performance of the supervisory actions during
the accounting year ended on 31 March 2024, to the extent such actions are reflected in the
approved Annual Report of the Company and in the ratified Financial Statements of the Company.
Second agenda item:
It was determined that for the accounting year ended on 31 March 2024 there is no distribution of
dividends to the shareholders of the Company.
Third agenda item:
With reasons to avoid the possibility of the Company shall hold a General Meeting of Shareholders to
designate a firm of public accountant who differ from firm of public accountants who have been
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directly designated in the Meeting, which is caused by changes in the firm of public accountants for
unforseen reason, the Board of Commissioners of the Company was authorized by the Meeting:
1. to designate a Firm of Public Accountants who is registered with the Financial Services Authority
(OJK) to audit the books of the Company ending on 31 March 2025, provided that such firm of
public accountants must be independent and having a good reputation; and
2. to determine the honorarium of such Firm of Public Accountants and other terms of their
designation.
Fourth agenda item:
1. Resignations of Mr. Muljadi Budiman, Mr. Kazuhiko Shiomura and Mr. Satryo Soemantri
Brodjonegoro, from their respective position as the Vice President Director, a Commissioner and
the Independent Commissioner of the Company, are accepted and approved, all effective as of
26 September 2024.
2. It was approved to appoint:
- Mrs. Yuniasari as the Vice President Director of the Company;
- Mr. Hideo Umeki as a Commissioner of the Company; and
- Mr. Zenzia Sianica Ihza as the Independent Commissioner of the Company,
-all for the term of offices effective as of 26 September 2024.
3. It was confirmed that the compositions of the Board of Directors and the Board of
Commissioners of the Company for the term of offices effective as of 26 September 2024 until
the closing of the third subsequent Annual General Meeting of Shareholders of the Company
following the Meeting are as follows:
Board of Directors:
-President Director : Mr. Masamitsu Kamada;
-Vice President Director : Mrs. Yuniasari;
-Director : Mr. Tomoaki Nakajima;
-Director : Mr. Teh Hock Soon; and
-Director : Mr. Hideki Okada.
Board of Commissioners:
-President Commissioner : Mr. Suhardi Budiman;
-Commissioner : Mr. Hideo Umeki; and
-Independent Commissioner : Mr. Zenzia Sianica Ihza,
-provided that a General Meeting of Shareholders of the Company is entitled to discharge each
member of the Board of Directors and/or the Board of Commissioners of the Company at anytime
for any reasons in accordance with the prevailing rules and regulations.
4. In connection with the compositions of the Board of Directors and the Board of Commissioners
of the Company referred to above, power of attorney is conferred on the Board of Directors of the
Company and/or Mr. Wawan Sunaryawan, SH, either jointly as well as individually to state part
or all resolutions adopted in the fourth agenda of the Meeting in the Indonesian and/or English
language in a notarial deed in front of a Notary and to notify such compositions of the Board of
Directors and the Board of Commissioners of the Company as resolved in the fourth agenda of
the Meeting to the Minister of Laws and Human Rights of the Republic of Indonesia and to make
any amendments and/or additions to such notarial deed, if required by the competent authorities
and to perform any and all other actions necessary for the said purposes.
-This power of attorney is granted with the following provisions:
a. this power is granted with the right to delegate this power to other party;
b. this power shall be effective as of the closing of the Meeting; and
c. the Meeting agrees to ratify all acts performed by the attorney by virtue of this power of
attorney.
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Fifth agenda item:
1. The Board of Commissioners of the Company was authorized to determine the salaries and
allowances for the members of the Board of Directors of the Company for the accounting year
ending on 31 March 2025.
2. It was determined that the remuneration for the members of the Board of Commissioners of the
Company in the aggregate amount of Rp12,000,000.00 (twelve million Rupiah) gross per annum,
effective as of 26 September 2024 and the Board of Commissioners of the Company was
authorized to determine the allocation thereof.
Thus, this Minutes of the Meeting is made in accordance with the provision of paragraph (1) Article 51 of
FSA Reg. 15/2020.
In compliance with the provisions of paragraph (4) and (5) of Article 68 of Law No. 40 Year 2007
regarding Limited Liability Companies, it is herewith also announced that the Statements of Financial
Position, the Statements of Comprehensive Income and Statements Cash Flows of the Company for the
period ended on 31 March 2024 which was ratified in the first agenda item of the Meeting is the same as
that was published in the daily newspapers Media Indonesia and Harian Kontan on 2 July 2024.
Jakarta, 26 September 2024
Board of Directors of the Company
Names mentioned 17 people and organisations named in the text · linked when the evidence is strong
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CENTEX TBK
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Financial Services Authority
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Wawan Sunaryawan
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Minister of Laws and Human Rights
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