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20240925_TELE_Ringkasan Risalah//Risalah RUPS_31729119_lamp2.pdf
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SUMMARY OF MINUTES
SECOND ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT OMNI INOVASI INDONESIA Tbk
PT Omni Inovasi Indonesia Tbk (“the Company”), domiciled in West Jakarta, hereby announces to all
shareholders that the Company's Board of Directors has held the Second Annual General Meeting of
Shareholders (“the Meeting”) on Thursday, September 5, 2024. The Minutes of the Meeting are
recorded in deed Number 52 dated September 5, 2024, prepared by Jimmy Tanal, S.H., M.Kn, a
Notary in South Jakarta.
A. Time and Venue of the Meeting
Day/Date: Thursday, September 5, 2024
Location: Lawu Tower, 17th Floor, Jalan Gajah Mada No. 27 A, West Jakarta
Time: Started at 10:59 AM WIB and closed at 11:50 AM WIB.
B. Agenda of the Meeting:
1. Approval and ratification of the Company’s Annual Report for the fiscal year ending
December 31, 2023, including the Company's Financial Statements, Board of Directors’
Management Report, Board of Commissioners’ Supervisory Report, and Financial Statements
for the fiscal year ending December 31, 2023, as well as granting full release and discharge
(acquit et de charge) to the Board of Commissioners and Board of Directors for their
supervisory and management actions during the fiscal year ending December 31, 2023.
2. Determination of the use of net profit for the fiscal year ending December 31, 2023.
3. Appointment of the Public Accountant to audit the Company's financial statements for the
fiscal year ending December 31, 2024, and granting authority to the Board of Commissioners
to determine the honorarium of the Public Accountant and other requirements based on the
Audit Committee’s considerations.
4. Determination of salaries, honorarium, and other allowances for the members of the Board of
Commissioners and Directors.
5. Changes to the composition of the Company’s management.
C. Attendance of Directors, Commissioners, and Shareholders in the Meeting:
• The meeting was attended by the following
Board of Directors:
President Director: Mrs. Tan Lie Pin
Director: Miss Meijaty Jawidjaja
Board of Commissioners:
Commissioner: Mr. H. Gatot Bekti Haryono
• The shareholders in attendance or represented in the meeting held 5,939,718,637 shares,
representing 81.24% of the total issued and paid-up shares of the Company, which amounts to
7,310,929,389 shares.
PT OMNI INOVASI INDONESIA, Tbk.
Jl. Sukarjo Wiryopranoto No. 3B-C, 5A
Kel. Maphar, Kec. Taman Sari
Jakarta Barat 10120, Indonesia
Page 2
D. Meeting Procedure and Voting Mechanism:
• In accordance with the meeting's rules, shareholders or their proxies were given the
opportunity to ask questions or provide opinions related to the agenda items.
• For decision-making, resolutions were taken by deliberation for consensus, and if consensus
was not reached, decisions were made by majority vote. The voting was conducted through
the Electronic General Meeting System (eASY KSEI) provided by PT Kustodian Sentral Efek
Indonesia and by proxy votes submitted through PT Sinartama Gunita.
E. Voting Results:
1. For the First Agenda, abstaining votes totaled 1,610,000, dissenting votes totaled 24,628,600,
and agreeing votes totaled 5,913,480,037. In accordance with Article 24, Paragraph (7) of the
Company's Articles of Association, abstaining votes are considered to follow the majority of
votes cast. Therefore, the total agreeing votes amounted to 5,915,090,037 votes, or 99.58% of
the total.
2. For the Second, Third, and Fourth Agendas, abstaining votes totaled 1,610,000, dissenting
votes totaled 296,000, and agreeing votes totaled 5,937,812,637. In accordance with Article
24, Paragraph (7) of the Company's Articles of Association, abstaining votes are considered
to follow the majority of votes cast. Therefore, the total agreeing votes amounted
5,939,422,637 votes or 99.99% of the total.
3. For the Fifth Agenda, abstaining votes totaled 1,610,000, dissenting votes totaled 24,628,600,
and agreeing votes totaled 5,913,480,037. In accordance with Article 24, Paragraph (7) of the
Company's Articles of Association, abstaining votes are considered to follow the majority of
votes cast. Therefore, the total agreeing votes amounted to 5,915,090,037 votes or 99.58% of
total.
F. Meeting Resolutions:
First Agenda
1. Approve the dispensation for the late convening of the Annual General Meeting of
Shareholders for the fiscal year 2023.
2. Approve and ratify the Company’s Annual Report for the fiscal year ending December 31,
2023, including the Company’s Financial Statements, the Management Report, the
Supervisory Report, and grant full release and discharge (acquit et de charge) to the Board of
Commissioners and Directors.
Second Agenda
Approve not to distribute dividends or set aside a reserve fund for the 2023 fiscal year due to
a negative retained earnings balance.
Third Agenda
1. Granting authority to the Board of Commissioners to appoint a Public Accountant to audit the
Company's Financial Statements for the 2024 fiscal year with the following criteria:
a. The Public Accounting Firm and Public Accountant must be registered with the Financial
Services Authority (OJK);
PT OMNI INOVASI INDONESIA, Tbk.
Jl. Sukarjo Wiryopranoto No. 3B-C, 5A
Kel. Maphar, Kec. Taman Sari
Jakarta Barat 10120, Indonesia
Page 3
b. They must have obtained a license to provide audit services as regulated by law;
c. A recommendation from the audit committee.
2. Granting power to the Board of Commissioners to appoint a Replacement Public Accounting
Firm if the originally appointed firm, based on Capital Market regulations, is unable to fulfill
its duties under the specified criteria.
3. Granting authority to the Board of Commissioners, considering suggestions from the Board of
Directors, to establish reasonable terms for the appointment and to determine the amount of
audit fees for the appointed Public Accounting Firm.
Fourth Agenda
1. Approved the provision of salaries, honorariums, and other benefits to the Board of
Commissioners for 2024, adjusted to the Company’s condition, and granted authority
to the Board of Commissioners to determine the amount of salary, honorarium, and
other benefits for each member of the Board of Commissioners for the 2024 fiscal
year.
2. Approved granting authority to the Company's Board of Commissioners to determine
the salaries, honorariums, and other benefits for the Company’s Board of Directors
for the 2024 fiscal year.
Fifth Agenda
1. Approved the resignation of:
a. Mr. Sofyan Basir from his position as President Commissioner and Independent
Commissioner of the Company;
b. Mr. Gideon Edie Purnomo from his position as Director of the Company;
effective as of the close of this Meeting and granted full release and discharge (“acquit et de
charge”) for the supervisory and management actions they performed during their tenure, as
long as they are reflected in the Financial Statements and do not conflict with applicable laws
and regulations.
2. Approved the honorable dismissal of:
a. Mr. H. Gatot Bekti Haryono from his position as Commissioner of the Company;
b. Mrs. Tan Lie Pin from her position as President Director of the Company;
c. Ms. Meijaty Jawidjaja from her position as Director of the Company;
effective as of the close of this Meeting and granted full release and discharge (“acquit et de
charge”) for the supervisory and management actions they performed during their tenure, as
long as they are reflected in the Financial Statements and do not conflict with applicable laws
and regulations.
3. Approved the appointment of Mr. Christianto Widjaja as the new President Commissioner
and Independent Commissioner, continuing the remaining term of Mr. Sofyan Basir as
President Commissioner and Independent Commissioner, which becomes effective as of the
close of this Meeting.
4. Approved the appointment of Ms. Meijaty Jawidjaja as the new President Director of the
Company, continuing the remaining term of Mrs. Tan Lie Pin as President Director, which
becomes effective as of the close of this Meeting.
5. Approved the appointment of Mr. Marshel Setiawan as the new Director of the Company,
continuing the remaining term of Ms. Meijaty Jawidjaja as Director, which becomes effective
as of the close of this Meeting.
PT OMNI INOVASI INDONESIA, Tbk.
Jl. Sukarjo Wiryopranoto No. 3B-C, 5A
Kel. Maphar, Kec. Taman Sari
Jakarta Barat 10120, Indonesia
Page 4
6. Approved the waiver of Article 11 paragraph (1) and Article 14 paragraph (1) of the
Company's Articles of Association, regarding the number of Directors and Commissioners
appointed.
7. Determined that, as of the close of this Meeting, the composition of the Company's Board of
Commissioners and Board of Directors until the close of the Annual General Meeting of
Shareholders for the 2026 fiscal year, to be held in 2027, is as follows:
BOARD OF COMMISSIONERS:
President Commissioner and Independent Commissioner: Mr. Christianto Widjaja
Commissioner: Mr. Henry Christiadi
BOARD OF DIRECTORS:
President Director: Ms. Meijaty Jawidjaja
Director: Mr. Marshel Setiawan
8. Approved granting power and authority, with the right of substitution, to the Board of
Directors of the Company to take all necessary actions related to the above decisions,
including incorporating these changes into a notarial deed, requesting approval for these
changes from the relevant authorities, and performing all actions required in accordance with
applicable laws and regulations, without any actions being excluded.
Jakarta, September 5, 2024
Board of Directors
PT OMNI INOVASI INDONESIA, Tbk.
Jl. Sukarjo Wiryopranoto No. 3B-C, 5A
Kel. Maphar, Kec. Taman Sari
Jakarta Barat 10120, Indonesia
Names mentioned 12 people and organisations named in the text · linked when the evidence is strong
unresolved
person
Jimmy Tanal
· Notaris
p.1
unresolved
person
Tan Lie Pin
· President Director
p.1 ×5
unresolved
person
H. Gatot Bekti Haryono
· Commissioner
p.1 ×3
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.2
unresolved
org
Financial Services Authority
p.2
unresolved
person
Sofyan Basir
· President Commissioner
p.3 ×2
unresolved
person
Gideon Edie Purnomo
p.3
unresolved
person
Marshel Setiawan
· Director
p.3 ×2
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