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20240925_HEXA_Ringkasan Risalah//Risalah RUPS_31728834_lamp2.pdf

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Page 1
                                             ANNOUNCEMENT
                     SUMMARY OF MINUTES OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

In order to comply with the provisions of Financial Services Authority Regulation no. 15/POJK.04/2020 concerning Planning
and Organizing General Meetings of Shareholders of Public Companies ("POJK No. 15"),The Board of Directors of PT
Hexindo Adiperkasa Tbk (“the Company”), a public company, domiciled in East Jakarta and located Pulo Gadung
Industrial Estate, Jl. Pulo Kambing II Kavaling I-II No. 33, Jatinegara, Cakung, East Jakarta hereby announces the
Summary of the Minutes of the Annual General Meeting of Shareholders (“(hereinafter shall be referred to as the “Meeting”)
for the financial year which ended on March 31, 2024 as follows:


I.      Date, Time, Venue and Agenda

        The Meeting was held on Tuesday, 24 September 2024 at 10:24 – 11:08 WIB (Western Indonesia Time) at the
        Company's Head Office - Pulogadung Industrial Estate, Jalan Pulo Kambing II Kaveling I and II number 33, East
        Jakarta 13930, Indonesia.
        Meeting Agenda:
           1. Approval and ratification of the Company's Annual Report for the fiscal year ended March 31, 202 4, which
                includes: the Company's Activity Report, the Board of Commissioners' Supervisory Report and Company's
                Financial Statement for the fiscal year ended March 31, 2024; and to give full discharge and release of
                responsibility (acquit et de charge) to the Board of Directors and the Board of Commissioners for their
                management and supervision during financial year ended March 31, 2024;
           2. Stipulation of the utilization of the Company’s profit for the financial year ended on March 31, 2024;
           3. Appointment of Public Accountant and/or Public Accountant Office for the financial year April 1, 2024 until
                March 31, 2025;
           4. Determination of the Company’s Board of Directors and Board of Commissioner’s remuneration and
                allowances for April 1, 2024 to March 31, 2025;
           5. Changes and/or Reappointment of Board of Directors and/or Board of Commissioners Company.


     II. Attendance of Board of Commissioners and Board of Directors

        The Meeting were attended by the following members of Board of Commissioners and Board of Directors:
        Directors:
        President Director                                     : Ir. Djonggi TP. Gultom
        Director                                               : Yasumasa Zaizen
        Director                                               : Nobuyasu Hagiwara
        Director                                               : Teru Karahashi
        Director                                               : Dwi Swasono
        Director                                               : Yoshendri
        Director                                               : Ryoji Tanaka
        Director                                               : Akihiro Yoshida
        Board of Commissioners:
        President Commissioner (Commissioner Independent) : Drs Toto Wahyudiyanto
        Commissioner Independent                               : Harry Danui

III.    Quorum of Attendance
        The Meeting was attended by 705,261,812 shares or equivalent to 83.96% of shareholders or the authorized proxy of
        shareholders with valid voting rights of the 840,000,000 shares which are all shares with valid voting rights that have
        been issued by the Company.

IV. Submission of Questions and/or to Give Opinion

        The shareholders or the authorized proxies of the shareholders was given the opportunity to ask questions and/or
         opinions for each agenda item of the Meeting.
        -    First Agenda, Third Agenda, Fourth Agenda and Fifth Agenda: no one asked questions and/or opinions.
        -    Second Agenda: there is 1 questioner.

V.      Mechanism of Decision Making

        The resolution was resolved on amicable deliberation to reach mutual consensus, in the event that deliberation for
        consensus is not reached the decision is made by voting.
Page 2
VI. Voting Results and Meeting Resolutions

    A. Meeting Results
    1. First Agenda:
         Voting Results:

                   Agree                    Disagree                  Abstain                       Total Votes Agree
               705,152,312                      -                      109,500                         705,261,812
               or 99.9845%                   or 0%                   or 0.0155%                            or 100%

         Resolution:
         Approved and ratified the Company's Annual Report for the fiscal year ended March 31, 2024, which includes: the
         Company's Activity Report, the Board of Commissioners' Supervisory Report and Company's Financial Statement
         for the fiscal year ended March 31, 2024; and grant full release and discharge of responsibility (acquit et de charge)
         to the Board of Directors and the Board of Commissioners for their management and supervision during financial
         year ended March 31, 2024.


    2.   Second Agenda:

         Voting Results:

                    Agree                  Disagree                      Abstain                 Total Votes Agree
                 704,493,712                  657,800                    110,300                       704,604,012
                 or 99.8911%                or 0,933%                  or 0.0156%                     or 99.9067%

         Resolution:
         a. Approve of the Company’s net profit usage for fiscal year ended on March 31, 2024;
                i.   in the amount of USD38,998,315 or 70% from the net profit of the Company for fiscal year ended
                     on March 31, 2024 distribute as cash dividend to the shareholders of the Company, so every share
                     will obtain cash dividend in the amount of USD0.046427.
               ii.   The remaining net profit for fiscal year ended on March 31, 2024 booked as retained earning.

         b.   Grants power of attorney and authority to the Board of Directors of the Company to do every and each action
              needed related to the resolution above, in accordance with the prevailing laws and regulations.

    3.   Third Agenda:

         Voting Results:

                   Agree                  Disagree                     Abstain                Total Votes Agree
                704,250,597                900,615                     110,600                      704,361,197
                or 99.8566%               or 0.1277%                 or 0.0157%                      or 99.8723%

         Resolution:

         a.   Approve of appointment of Public Accountant Firm Purwantono, Sungkoro & Surja as Public Accountant Firm of
              the Company to audit the Company’s Financial Report for fiscal year ended on March 31, 2025.

         b.   Grants authority to the Board of Commissioners with limitation or criteria of the Public Accountant appointment,
              also appoint and stipulate replacement public accounting firm if the appointed public accountant firm can not
              carry out their duties upon the provision of the capital market in Indonesia;

         c.   Grants authority to the Board of Directors of the Company to stipulate its remuneration, terms of its appointment.

    4. Fourth Agenda:

         Voting Results:

                   Agree                     Disagree                    Abstain                Total Votes Agree
                704,473,612                    673,000                    115,200                      704,588,812
                 or 99.8882%                 or 0.0954%                 or 0.0163%                     or 99.9046%

         Resolution:
         a. To delegate authority to the Board of Commissioners of the Company to determine the amount of
            remuneration and allowances of the Board of Directors of the Company in refer to Article 96 paragraph 1 and
            2 of the Company Law.

         b.   Determine the amount of salary or honorarium and allowances for members of the Board of Commissioners
              to be the same as for the 2023 financial year or if there is an increase, the increase does not exceed 6%
              from the 2023 financial year.
Page 3
5. Fifth Agenda:

     Voting Results:
               Agree                  Disagree                      Abstain                Total Votes Agree
            673,882,457                 31,264,155                   115,200                      673,997,657
            or 99.5507%                 or 4.4330%                 or 0.0163%                     or 99.5670%

     Resolution:

      a. Reappointment of Mister Ir. DJONGGI TUMBUR PARNINGOTAN GULTOM as President Director, and Mister
         YASUMASA ZAIZEN, Mister NOBUYASU HAGIWARA, Mister TERU KARAHASHI, Mister DWI SWASONO, Mister
         YOSHENDRI, Mister HIROKI MAJIMA, Mister RYOJI TANAKA and Mister AKIHIRO YOSHIDA, as Company’s Directors
         as of the closing of this meeting;

      b. Determine the composition of the Board of Directors counted since the closing of this Meeting until the
         closing of the next Annual GMS which will be held in 2025, and Board of Commissioners of the Company
         until the closing of the Company's third Annual GMS which will be held in 2026 as follow:

     The Board of Directors :
     President Director : Mister Ir. DJONGGI TUMBUR PARNINGOTAN GULTOM;
     Director           : Mister YASUMASA ZAIZEN;
     Director           : Mister NOBUYASU HAGIWARA;
     Director           : Mister TERU KARAHASHI;
     Director           : Mister DWI SWASONO;
     Director           : Mister YOSHENDRI;
     Director           : Mister HIROKI MAJIMA;
     Director           : Mister RYOJI TANAKA;
     Director           : Mister AKIHIRO YOSHIDA.

     The Board of Commissioners :
     President Commissioner (Independent Commissioner) : Mister Drs. TOTO WAHYUDIYANTO
     Independent Commissioner : Mister HARRY DANUI

c.   Grants authority and power of attorney to the Board of Directors of the Company, with substitution right, to state the
     resolution regarding the composition of the Board of Directors and Board of Commissioners of the Company
     abovementioned in a deed made before Notary, and hereinafter notify the authorized party, and do all and every
     necessary action related to the resolution in accordance with the prevailing laws and regulations.
Page 4
VII.        Schedule and Procedures of Cash Dividend Payment

            The disbursement of cash dividend is carried out with the following schedule:

                 No.                             Description                                            Date
                 1.     Notifications of dividend payment and schedule to the Indonesia         26 September 2024
                        Stock Exchange (IDX) and OJK
                 2.      Announcement in IDX website and Company website                        26 September 2024
                 3.      Cum Dividend in Regular and Negotiation Market                           2 October 2024
                 4.      Ex Dividend on the Regular and Negotiation Market                        3 October 2024
                 5.      Cum Dividend in Spot Market                                              4 October 2024
                 6.      Ex Dividend in Spot Market                                               7 October 2024
                 7.      Recording date of shareholders who entitled of Dividend                  4 October 2024
                         Distribution
                 8.      Dividend Payment                                                         25 October 2024



       Procedures of the Dividend Payment is as follows:
       1. The eligible shareholders to receive dividend shall be those whose names are recorded in the List of Company’s
          Shareholders as per 4 October 2024 at 16:00 WIB (Western Indonesia Time).
       2. Cash dividend payment shall be made from 25 October 2024 under the following terms:
          a. For the shares which are not registered yet in the collective custody of KSEI, the Company will pay dividends by
             means of transfer to the bank account of the relevant shareholder. Shareholders who have not informed their bank
             account must have sent a written notification to the Company's Shares Registrar, PT Raya Saham Registra,
             Gedung Plaza Sentral, second floor, Jalan Jenderal Sudirman Kav. 47-48, Jakarta 12930, in writing at the latest
             on 4 October 2024 at 16.00 WIB (Western Indonesia Time).
             If until 4 October 2024 at 16:00 WIB (Western Indonesia Time) the Shares Registrar does not receive the
             shareholders’ bank account numbers, the Company shall pay the dividend after receiving the relevant
             shareholder's bank account information.
          b. For the shareholders who are registered in the collective custody of KSEI, payment of dividend shall be made by
             the Company through Kustodian Sentral Efek Indonesia which will further distribute it to the participants in which
             they maintain their accounts and the shareholders will receive payment from the relevant participants.
          c. For dividend payments in Rupiah currency will be paid with an equivalent value of dividends paid in US Dollars
             ("US Dollars") based on the middle exchange rates determined by Bank Indonesia on the Recording date of the
             shareholders entitled to dividends in List of Shareholders dated 4 October 2024.
          d. Tax on dividend shall be subject to the prevailing Tax Regulation.


                                                   Jakarta, 26 September 2024
                                                 PT HEXINDO ADIPERKASA TBK
                                                       Board of Directors

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Names mentioned 17 people and organisations named in the text · linked when the evidence is strong

linked org Hexindo Adiperkasa Tbk p.1 ×5
linked person Ir. Djonggi TP. Gultom p.1
linked person Yasumasa Zaizen p.1 ×3
linked person Nobuyasu Hagiwara p.1 ×3
linked person Teru Karahashi p.1 ×3
linked person Dwi Swasono p.1 ×3
linked person Ryoji Tanaka p.1 ×3
linked person Akihiro Yoshida p.1 ×3
linked person Harry Danui · Commissioner p.1 ×2
linked person HIROKI MAJIMA p.3 ×2
unresolved org Financial Services Authority p.1
unresolved person Drs Toto Wahyudiyanto Commissioner Independent p.1 ×3
unresolved person Ir. DJONGGI TUMBUR PARNINGOTAN GULTOM · President Director p.3 ×4
unresolved person Drs. TOTO WAHYUDIYANTO Independent p.3
unresolved org PT Raya Saham Registra p.4
unresolved org Sentral Efek Indonesia p.4
unresolved org Bank Indonesia p.4

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