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20260526_GJTL_Ringkasan Risalah//Risalah RUPS_32095152_lamp2.pdf
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PT GAJAH TUNGGAL Tbk
DOMICILED IN CENTRAL JAKARTA
(“The Company”)
ANNOUNCEMENT OF MINUTE SUMMARY
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF THE COMPANY
In order to comply with the provisions of Article 20 paragraph 4 and paragraph 5 of the
Company's Articles of Association, the Company's Directors hereby announces the
Summary of Minutes of the Annual General Meeting of Shareholders ("Meeting") as follows:
A. Convening of the Meeting :
Day/Date : Friday, 22 May 2026
Time : 14.31 pm – 15.28 pm Western Indonesian Time
Venue : Lune Ballroom - Mezannine Floor,
Movenpick Hotel Jakarta City Centre
Jalan Pecenongan No. 7-17, Jakarta Pusat
Meeting agenda :
1. a. Approval of the Annual Report including ratification of the Annual Financial Report
and Supervisory Duties Report of the Company's Board of Commissioners for the
financial year ending 31 December 2025.
b. Determination of the use of Company profits for the 2025 financial year.
2. Appointment of an Independent Public Accountant to audit the Company's Annual
Financial Report for the 2026 financial year.
3. a. Appointment of members of the Company's Board of Directors and Board of
Commissioners.
b. Determination of duties, authorities, salaries and other allowances for members of
the Company's Board of Directors as well as determination of honorarium and
other allowances for members of the Company's Board of Commissioners.
B. Members of the Board of Directors and Board of Commissioners present at the Meeting,
both in person and virtually:
President Director : Mr. Sugeng Rahardjo
Deputy President Director : Mr. Budhi Santoso Tanasaleh
Director : Mr. Kisyuwono
Director : Mr. Hendra Soerijadi
Director : Mr. Hui Chee Teck
Director : Mr. Tan Yee Sin
President Commissioner : Mr. Drs. Sutanto
Deputy President Commissioner : Mr. Tan Enk Ee *)
Commissioner : Mr. Gautama Hartarto
Independent Commissioner : Mr. Sudrajat
Commissioner : Ms. Juliani Gozali
Independent Commissioner : Mr. Drs. Sunaria Tadjuddin
*) Join Virtually
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C. The meeting was attended and represented by 2,355,208,486 shares or 67.585% of all
shares with valid voting rights.
D. The Meeting has provided an opportunity for shareholders to submit questions and/or
express opinions regarding the Meeting agenda, however no shareholder or their proxy
submitted any questions and/or expressed any opinions in relation to the Meeting
agenda.
E. Decision making mechanism of the meeting:
Meeting resolutions are made openly and carried out by deliberation to reach consensus.
If deliberation to reach a consensus cannot be achieved, decisions making is carried out
by voting.
F. Voting results for each Meeting agenda item:
Agenda Agree Disagree Abstain
2,342,386,606 78,500 12,743,380
1
(99.456%) (0.003%) (0.541%)
2,286,741,805 66,584,681 1,882,000
2
(97.093%) (2.827%) (0.080%)
2,162,212,836 190,200,550 2,795,100
3
(91.805%) (8.076%) (0.119%)
G. Meeting Resolution
Meeting Agenda 1:
The meeting by majority vote with 12,743,380 abstaining shares (not voting), resolved as
follows:
For item a of the First Meeting agenda:
1. Approval of the Company's Annual Report for the 2025 financial year.
2. Ratification of the Company's Annual Financial Report for the 2025 financial year,
which has been audited by the Public Accounting Firm "Liana Ramon Xenia &
Rekan", where Ms. Anna Karina Wijaya as Partner has been appointed as the
Company's Independent Public Accountant, as stated in Report Number
00105/2.1460/AU.1/04/1766-3/1/III/2026, dated 27 March 2026, with the opinion "Fair
without modification".
3. Approval of the Board of Directors' Report and ratification the Supervisory Duties
Report of the Company's Board of Commissioners for the 2025 financial year, as
stated in the Company's Annual Report.
4. With the approval of the Annual Report and ratification of the Company's Annual
Financial Report for the 2025 financial year, in accordance with the provisions of
Article 17 paragraph 3 of the Company's Articles of Association, granting full release
and discharge from responsibility to all members of the Company's Board of
Directors for management actions and to all members of the Company's Board of
Commissioners for the supervisory actions they have carried out during the 2025
financial year, as long as these such actions are reflected in the Company's Annual
Report and Annual Financial Report in the 2025 financial year, excluding acts of
embezzlement, fraud and other criminal conduct.
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For item b of the First Meeting agenda:
Determination of the use of the Company's profits for the 2025 financial year as follows:
1. To be distributed as cash dividends for the 2025 financial year, a total of
Rp 278,784,000,000,- (two hundred seventy-eight billion seven hundred eighty-four
million Rupiah) or Rp. 80,- (eighty Rupiah) per share, for 3,484,800,000 (three billion
four hundred eighty-four million eight hundred thousand) shares issued by the
Company.
Those entitled to the cash dividend are the Company's shareholders whose names
are recorded in the Company's Register of Shareholders on 8 June 2026 and
payment will be made on 18 June 2026.
In connection with the distribution of cash dividends, the Company's Directors are
authorized to carry out the distribution of dividends in accordance with applicable
regulations and to carry out all necessary actions related to the distribution of such
dividends.
2. In compliance with the provisions of article 25 paragraph 1 of the Company's Articles
of Association, an amount of Rp 25,000,000,000 (twenty-five billion Rupiah) will be
allocated in the Company's Reserve Fund.
3. The remainder will be recorded as Retained Earnings.
Meeting Agenda 2:
The meeting by majority vote with 1,882,000 abstaining shares (not voting), resolved as
follows:
To grant authority to the Company's Board of Commissioners to:
1. Based on the recommendation of the Company's Audit Committee, appoint an
Independent Public Accountant to audit the Consolidated Statement of Financial
Position, the Consolidated Statement of Profit and Loss and Other Comprehensive
Income and other parts of the Company's Financial Statements for the financial year
ending 31 December 2026; and
2. Determine the amount of honorarium for the Independent Public Accountant as well
as other requirements relating to the appointment.
Meeting Agenda 3:
The meeting by majority vote with 2,795,100 abstaining shares (not voting), resolved as
follows:
For item a of the Third Meeting agenda :
1. In connection with the term of office of the current members of the Company's Board of
Directors and Board of Commissioners which will end at the close of the Meeting,
appoint the members of the Company's Board of Directors and Board of Commissioners,
for a term commencing from the closing of the Meeting until the closing of the
Company's second Annual General Meeting of Shareholders, namely in 2028, without
prejudice to the rights of the Company's General Meeting of Shareholders to dismiss at
any time in accordance with the provisions of Article 10 paragraph 2 and Article 13
paragraph 3 of the Company's Articles of Association, with the following composition:
Board of Directors :
President Director : Mr. Ir. Suryo Pratomo
Vice President Director : Mr. Budhi Santoso Tanasaleh
Director : Mr. Kisyuwono
Director : Mr. Hendra Soerijadi
Director : Mr. Hui Chee Teck
Director : Mr. Tan Yee Sin
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Board of Commissioners :
President Commissioner : Mr. Drs. Sutanto
Vice President Commissioner : Mr. Sugeng Rahardjo
Commissioner : Mr. Sudrajat
Commissioner : Mr. Tan Enk Ee
Commissioner : Mr. Gautama Hartarto
Commissioner : Mr. Ris Sutarto
2. To comply with the provisions of Article 13 paragraph 1 of the Company's Articles of
Association, appoint Mr. Sudrajat and Mr. Ris Sutarto, as the Company's
Independent Commissioners.
3. To grant authority the Company's Directors with the right of substitution, to restate
the resolutions adopted in the Third Meeting agenda point (a) in a separate Notarial
deed and subsequently notify or register such resolutions the Minister of Law of the
Republic of Indonesia and or other competent authorities and for such purposes to
undertake all actions required by applicable laws and regulations.
For item b of the Third Meeting agenda:
1. In accordance with the provisions of Article 11 paragraph 7 of the Company's Articles
of Association, delegate authority to the Company's Directors through a Board of
Directors Meeting, to determine on behalf of the General Meeting of Shareholders
the distribution of duties and authorities of each member of the Company's Board of
Directors.
2. In accordance with the provisions of Article 10 paragraph 3 and Article 13 paragraph
4 of the Company's Articles of Association, resolved to:
a. delegate authority to the Company's Board of Commissioners to determine the
amount of salaries and other allowances for members of the Company's Board of
Directors.
b. determine the honorarium and other allowances for members of the Company's
Board of Commissioners, which in aggregate shall be adjusted to a maximum of
10% (ten percent) above the amount of honorarium and other allowances
received by each member of the Company's Board of Commissioners for the
previous financial year.
c. delegate authority to the Company's Board of Commissioners to determine the
distribution of honorarium and other allowances among each member of the
Company's Board of Commissioners.
Jakarta, 26 May 2026
The Company’s Directors
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Sugeng Rahardjo Deputy
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Budhi Santoso Tanasaleh
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Hui Chee Teck
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Tan Yee Sin
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Drs. Sutanto Deputy
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Gautama Hartarto Independent
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Juliani Gozali Independent
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Drs. Sunaria Tadjuddin
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Liana Ramon Xenia & Rekan
p.2
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Anna Karina Wijaya
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Ir. Suryo Pratomo Vice
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Drs. Sutanto Vice
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org
Minister of Law
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