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20240909_KRAS_Ringkasan Risalah//Risalah RUPS_31724176_lamp2.pdf
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ANNOUNCEMENT OF SUMMARY
OF THE MINUTES OF THE ANNUAL GENERAL MEETINF OF SHAREHOLDERS
FOR THE 2022 FINANCIAL YEAR OF “PERUSAHAAN PERSEROAN (PERSERO)
PT. KRAKATAU STEEL Tbk” or “PT. KRAKATAU STEEL (PERSERO) Tbk”
In compliance with the provisions of Articles 49 paragraph (1) and Article 51 of the Financial
Services Authority (Otoritas Jasa Keuangan/ OJK) Regulation No. 15/POJK.04/2020 on the
Planning and Implementation of the General Meeting of Shareholders for Public Companies
(hereinafter referred to as “POJK No. 15”), the Board of Directors of PT KRAKATAU STEEL
(PERSERO) Tbk (hereinafter referred to as the “Company”) hereby notify the shareholders
that the Company has held the Annual General Meeting of Shareholders for the 2022
Financial Year (hereinafter referred to as the “Meeting”), namely:
(A). On :
Day/Date : Thursday/September 5, 2024
Time : 14.20 Western Indonesian Time until 15.33 Western Indonesian Time
Venue : Financial Hall, Graha CIMB Niaga 2nd Floor, Jalan Jenderal Sudirman,
Kav. 58, Jakarta
Meeting Agenda:
1. Approval of the Company’s Annual Report and Ratification of the Company's
Consolidated Financial Statements, Approval of the Supervision Duty Report of the
Board of Commissioners and Ratification of the Financial Report of the Micro and
Small Business Funding Program (PUMK) for the 2023 Fiscal Year, as well as the
Granting of Full Discharge and Release of Liability (volledig acquit et de charge) to
the Board of Directors for the Management and Supervision that has been carried
out during the 2023 Financial Year.
2. Determination of salary for Board of Directors and Honorarium for Board of
Commissioners including other Facilities and Benefits for the year of 2024.
3. Appointment of a Public Accounting Firm (Kantor Akuntan Publik/ KAP) to Audit the
Company's Consolidated Financial Statements and the Financial Statements for the
Implementation of the Company's Micro and Small Business Funding Program for
the 2024 Financial Year.
4. Approval of the Extension of the Delegation of Authority to the Board of
Commissioners to State the Certainty on the Amount of Capital and Number of
New Shares Resulting from the Conversion of Mandatory Convertible Bonds
("MCB") and to Take All Necessary Actions Including Determining the Time,
Method and Amount of Additional Capital of the MCB Issuer in the Context of
Converting the MCB into Convertible Shares.
5. Approval of Company Restructurisation Proposal.
6. Approval on the changes in the composition of the management Board of the
Company
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(B). Members of the Board of Directors and Board of Commissioners present in the Meeting:
BOARD OF DIRECTORS
President Director : Purwono Widodo;
Director of Human Capital : Sriyani Puspa Kinasih;
Director of Finance and Risk Management : Tardi;
Director of Commercial : Muhamad Akbar;
Director Business Development and Portfolio : Agus Nizar Vidiansyah.
DEWAN KOMISARIS
President Commissioner : Suhanto;
Independent Commissioner : Isfan Fajar Satryo;
Commissioner : I Gusti Putu Suryawirawan;
Commissioner : Yudha Mediawan;
Independent Commissioner : David Pajung;
Independent Commissioner : Tjuk Agus Minahasa;
(C). The Meeting was attended by a total of 15.750.740.064 shares with valid voting rights or
81.41% of the total shares with valid voting rights issued by the Company.
(D). In the Meeting, shareholders and/or their proxies were given the opportunity to ask
questions and/or provide opinions regarding the Meeting agenda.
(E). Agenda I : There was 1 (one) question that has been answered properly by
the Board of Directors of the Company.
Agenda II : no questions.
Agenda III : no questions.
Agenda IV : no questions.
Agenda V : no questions.
Agenda VI : no questions.
(F). The decision-making mechanism in the Meeting is as follows:
Meeting resolutions are made by way of deliberation for consensus. If deliberation to reach
consensus is not obtained, it is carried out through voting.
(G). The results of the resolution carried out through voting:
Agenda I:
Agree Abstain Disagree
15.745.766.151 votes or 2.978.000 votes or 0,019% 1.995.913 votes or 0,013%
99,968% of the total shares of the total shares with of the total shares with
with valid voting rights valid voting rights present valid voting rights present
present at the Meeting. at the Meeting. at the Meeting.
Resolution of Agenda I:
1. Approving the Company’s Annual Report including the Report on the Supervisory
Duties of the Board of Commissioners for 2023 Financial Year ending on December
31, 2023.
2. Ratification:
a. The Company’s consolidated Financial Statement ending on December 31,
2023, and has been audited by KAP Amir Abadi Jusuf, Aryanto, Mawar and
Partner (RSM Indonesia) as stated in their report No:
00772/2.1030/AU.1/04/1155-1/1/V/2024 dated May 31, 2024 with the opinion
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“Fair, in all material respects”.
b. The Report on the Implementation of Social and Environmental Responsibility
Program ending on December 31, 2023, and has been audited by KAP Amir
Abadi Jusuf, Aryanto, Mawar and Partner (RSM Indonesia) as stated in their
report No: 00388/2.1030/AU.2/12/1155-1/0/III/2024 dated March 28, 2024
with the opinion “Fair, in all material respects”.
3. The Approved the Company’s Annual Report including the Report on the
Supervisory Duties of the Board of Commissioners, and the ratification of the
Company’s consolidated Financial Statement which includes the Report on the
Implementation of Social and Environmental Responsibility Program ending on
December 31, 2023, respects and provide full release and discharge (volledig
acquit et de charge) to all members of the Board of Directors and Board of
Commissioners of the Company for their management and supervisory actions that
have been carried out during the Financial Year ending December 31, 2023 , as
long as the action is not a criminal act and has been reflected in the Company's
Report.
Agenda II:
Agree Abstain Disagree
15.750.229.664 votes or 4.100 votes or 0,000% of 506.300 votes or 0,003% of
99,997% of the total shares the total shares with valid the total shares with valid
with valid voting rights voting rights present at voting rights present at
present at the Meeting. the Meeting. the Meeting.
Resolution of Agenda II:
1. Granting authority and power to the Series A Dwiwarna Shareholder to determine
the tantiem/performance incentives/ particular incentives for the 2023 Financial Year,
and the amount of honorarium, benefits, facilities for the Board of Commissioners for
2024 Fiscal Year.
2. Granting authority and power to the Board of Commissioners by first obtaining
written approval from the Series A Dwiwarna Shareholder to determine
tantiem/performance incentives/ particular incentives for the 2023 Financial Year,
and the amount of salary, benefits, facilities for the Board of Directors for 2024 Fiscal
Year.
Agenda III:
Agree Abstain Disagree
15.750.037.064 votes or 113.900 votes or 0,001% of 589.100 votes or 0,004% of
99,995% of the total shares the total shares with valid the total shares with valid
with valid voting rights voting rights present at voting rights present at
present at the Meeting the Meeting the Meeting
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Resolution of Agenda III:
1. Appoint a Public Accounting Firm (KAP) Amir Abadi Jusuf, Aryanto, Mawar & Partner
(RSM Indonesia), to audit the Company's Consolidated Financial Statements and
Financial Statements of the Company’s Micro and Small Business Funding Program
(PUMK) for the 2024 Fiscal Year.
2. Granting authority and power to the Board of Commissioners to determine the
amount of fees for audit services and other reasonable requirements for the Public
Accounting Firm (KAP), and to audit the Company's Consolidated Financial
Statements of other period in the 2024 Fiscal Year for the purposes and interests of
the Company.
3. Granting authority and power to the Board of Commissioners to determine a
replacement KAP if the appointed KAP, for any reason, is unable complete the audit
of the Company's Financial Statements and the Financial Statements of the PUMK
Funding Program for the 2024 Financial Year, as well as determining the fee for audit
services and other terms for the replacement KAP.
Agenda IV:
Agree Abstain Disagree
15.743.824.083 votes or 114.100 votes or 0,001% of 6.801.881 votes or 0,043%
99,956% of the total shares the total shares with valid of the total shares with
with valid voting rights voting rights present at valid voting rights present
present at the Meeting the Meeting at the Meeting
Resolution of Agenda IV:
1. Granting authority and power to the Board of Commissioners of the Company to
declare the certainty of the amount of capital and the number of new shares
resulting from the conversion of MCB and to take all necessary actions, including
determining the time, method and amount of the Company's capital increase.
2. Granting power and authority with substitution rights to the Board of Directors of the
Company with the approval of the Board of Commissioners to make, negotiate and
sign any and all documents for the issuance of the MCB and the implementation of
conversion of the MCB into Company's capital with the above mentioned Capital
Increase mechanism, including but not limited to determining the conversion price of
the MCB into the Company's capital which is considered good by the Board of
Directors, take all and every necessary action in relation to matters relating to the
Capital Increase, make or request all necessary deeds, letters or documents, be
present before authorized parties/officials including Notary and/or reporting and
carrying out the necessary registration to the competent authorities related to the
issuance of the MCB and the Company's capital increase with the said Capital
Increase mechanism, submit applications to authorized parties/officials as referred to
under the applicable laws and regulations, the granting of power and authority is
without any exceptions with due regards to the provisions of the applicable laws and
regulations including regulations in the Capital Market sector.
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Agenda V:
Agree Abstain Disagree
15.727.599.346 votes or 113.900 votes or 0,001% of 23.026.818 votes or
98,853% of the total shares the total shares with valid 0,146% of the total shares
with valid voting rights voting rights present at with valid voting rights
present at the Meeting the Meeting present at the Meeting
Resolution of Agenda V:
1. Approving Company Restructurisation Proposal in order to improve the Company's
health as a strategic step to improve the Company's internal conditions and
performance with the restructuring method as explained, the implementation of
which is carried out in accordance with the provisions of the Company's Articles of
Association and applicable laws and regulations.
2. Granting authority and power to the Board of Commissioners by first obtaining
written approval from the Series A Dwiwarna Shareholder to provide approval in
the event of a change in the restructuring method.
Agenda VI:
Agree Abstain Disagree
15.727.911.646 votes or 3.900 votes or 0,000% of 22.824.518 votes or
99,855% of the total shares the total shares with valid 0,145% of the total shares
with valid voting rights voting rights present at with valid voting rights
present at the Meeting the Meeting present at the Meeting
Resolution of Agenda VI:
1. Honorably discharging Mr. Djoko Muljono as the Director of Infrastructure &
Business Support of the Company who was appointed based on the Decision of the
2019 Annual GMS effective from April 26, 2024, with gratitude for the contribution
of energy and thoughts while holding the position.
2. Appointing Mr. Djoko Muljono as the Director of Infrastructure & Business Support of
the Company for second period.
3. The term of office of the Member of the Board of Directors who is appointed as
referred to in number 2, is in accordance with the provisions of the Company's
Articles of Association with due observance of the laws and regulations in the
Capital Market sector and without prejudice to the right of the GMS to dismiss at
any time.
4. Members of the Board of Directors who are appointed as referred to in number 2 and
are still holding other positions that are prohibited by laws and regulations from being
held concurrently with the position of Director of a SOE, then the person concerned
must resign or be dismissed from said position.
5. Granting power of attorney with the right of substitution to the Company's Board of
Directors to state the decisions of this GMS in the form of a notarial deed, and to appear
before a notary or authorized official, and to make adjustments or improvements as
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necessary if required by the authorized party for the purposes of implementing the
contents of the Meeting's decisions.
6. The results of the GMS determination regarding changes to the members of the Board
of Directors of PT Krakatau Steel (Persero) Tbk as referred to in number 2, must be
submitted to the Ministry of SOE through the data update of the Ministry of SOE HC
Portal as stipulated in Article 54 paragraph (4) of the Regulation of the Minister of BUMN
Number PER-3/MBU/03/2023 concerning Organs and Human Resources of State-Owned
Enterprises (SOE), no later than five working days after the implementation of the GMS.
Jakarta, September 5 2024
PT KRAKATAU STEEL (PERSERO) Tbk
Board of Director
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Financial Services Authority
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Ministry of SOE
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Ministry of SOE HC Portal
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Minister of BUMN Number PER-
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