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20260525_SMCB_Keterbukaan Informasi terkait Aksi Korporasi_32094622_lamp2.pdf
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Summary of Minutes of Annual General Meeting of Shareholders and
Procedure for Distribution of Cash Dividends for Fiscal Year 2025 PT
Solusi Bangun Indonesia Tbk (“Company”)
The Board of Directors of the Company hereby notifies the Shareholders of the Company, that the Company has held an
Annual General Meeting of Shareholders ("AGMS"), namely:
Day/date : Friday, 22 May 2026
Time : 14.16 WIB – 15.47 WIB
Venue : The East Building, Jl. Lingkar Mega Kuningan Blok E3.2 Kav. 1 Jakarta, 12950 Lantai
18 & Video Conference
A. The Agenda of AGMS
1. Approval of the Company's Annual Report and ratification of the Company's Financial Statements for the financial
year ending 31 December 2025.
2. Determination of the use of net profit in the financial year ending 31 December 2025.
3. Appointment of a Public Accounting Firm as the Company's Independent Auditor to conduct an audit of the
Company's books for the 2026 Fiscal Year.
4. Approval of the delegation of authority to the Board of Commissioners to determine tantiem for the 2025 financial
year and remuneration (salaries, facilities and benefits) for the 2026 financial year for the Directors.
5. Approval of the determination of tantiem for the 2025 (if any) financial year and remuneration (honorarium,
facilities and allowances) for the 2025 financial year for the Board of Commissioners.
6. Approval of Changes of the Company’s Article of Association
7. Approval of Changes the Company’s Management.
B. The Board of Commissioners and Board of Directors of the Company attend at the AGMS
Board of Commissioners Board of Directors
Independent Commissioner : President Director : Rizki Kresno Edhie Hambali
Independent Commissioner : Agnes Marcellina Tjhin Director : Asruddin
Commissioner : Husnedi Director : Edi Sarwono
Commissioner : Prasetyo Suharto Director : Yasuhide Abe
: Shinji Fukami
C. Compliance to Legal Procedures for the AGMS
1. In accordance with the Financial Services Authority (OJK) Regulation No. 15/POJK.04/2020 regarding the Plan
and Implementation of the General Meeting of Shareholders of a Public Company (hereinafter referred to as
"POJK No. 15 of 2020"), the Company's Board of Directors has notified OJK regarding the date and agenda of the
Meeting on 8 April 2026.
2. The announcement of the holding of this Meeting on 15 April 2026.
3. The invitation to shareholders to attend the Meeting on 30 April 2026.
Each of the announcement and invitation have been announced on the Company's website, the eASY.KSEI website,
as well as the Integrated Electronic Reporting Facility of the Financial Services Authority & Indonesia Stock Exchange
("SPE OJK").
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D. Quorum of Presence of Shareholders
The AGMS were attended by the Shareholders or Authorized Shareholders of the Company amounting to
8,901,353,079 shares or equal to 98.6914% of all shares that have been issued and fully paid in the Company
namely 9,019,381,973 shares.
E. Opportunities for Questions and Answers
Shareholders and/or their proxies who represent them, have been given the opportunity to ask questions and/or give
opinions in each meeting agenda verbally and electronically through eASY.KSEI system.
F. Decision Making Mechanism
Decision making is carried out by voting verbally and electronically through eASY.KSEI system.
G. Independent Parties for Vote Counting
The company has appointed independent parties, namely Notary Aulia Taufani S.H. and PT Datindo Entrycom as the
Securities Administration Bureau to perform the vote counting.
H. Decision of Meetings
AGMS Decisions are as follows:
AGMS First Agenda
Number of Shareholders There is 1 shareholder who asked questions.
Asking Question
Decision Making Mechanism Voting verbally and electronically through eASY.KSEI system.
The Result of Vote Agree Abstain Disagree
8,901,143,579 shares 209.500 shares or -
or 99.9976% 0,0024%
In accordance with the provisions of POJK 15/2020, abstain votes are
considered to have issued the same vote as the majority vote. Thus, the number
of affirmative votes is 8,901,353,079 shares or 100% of the total number of valid
votes present at the Meeting decided to approve the proposed decision of the
First Agenda of the Meeting.
Decision 1. Approved the Company's Annual Report, including the Board of
Commissioners' Supervisory Duties Report, for the 2025 Financial Year
ending on 31 December 2025;
2. Ratify the Company's Consolidated Financial Statements for the 2025
Financial Year ending on 31 December 2025, which have been audited by
the Public Accounting Firm (KAP) Liana Ramon Xenia & Rekan (part of the
Deloitte network) in accordance with its report Nomor:
00095/2.1460/AU.1/04/1672-3/1/III/2026 dated 27 Maret 2026 with the
opinion "Fair, in all material respects";
3. Granted full release and discharge (volledig acquit et de charge) to all
members of the Board of Directors for their management actions and all
members of the Board of Commissioners for their supervisory actions of the
Company that have been carried out during the 2025 Financial Year ending
on 31 December 2025, as long as such actions do not constitute criminal
acts and such actions are reflected in the report above..
AGMS Second Agenda
Number of Shareholders There are no shareholders who ask questions.
Asking Question
Decision Making Mechanism Voting verbally and electronically through eASY.KSEI system.
The Result of Vote Agree Abstain Disagree
8,901,143,579 shares 209.500 shares or -
or 99.9976% 0,0024%
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In accordance with the provisions of POJK 15/2020, abstain votes are
considered to have issued the same vote as the majority vote. Thus, the number
of affirmative votes is 8,901,353,079 shares or 100% of the total number of valid
votes present at the Meeting decided to approve the proposed decision of the
Second Agenda of the Meeting.
Decision Approved the use of the Company's Current Year Profit of IDR658,741,257,431,-
(six hundred fifty eight billion seven hundred forty one million two hundred fifty
seven thousand four hundred thirty one rupiah), with the following provisions:
1. 50.00%, or IDR329,370,628,716 (three hundred twenty-nine billion three
hundred seventy million six hundred twenty-eight thousand seven hundred
sixteen rupiah), or IDR36.518 (thirty-six point five one eight rupiah) per
share, determined as cash dividends. Payment is carried out with the
following provisions:
a. Dividends for the 2025 Financial Year are paid proportionally to each
Shareholder whose name is registered in the Shareholders Register on
the recording date.
b. The Board of Directors is authorized and empowered with the right of
substitution to carry out:
i. Determination of the schedule and procedures for distribution
relating to the payment of dividends for the 2025 Financial Year in
accordance with applicable laws and regulations;
ii. Dividend tax deductions in accordance with applicable tax
regulations;
iii. Other technical matters in accordance with the provisions of
applicable laws and regulations, including rounding up for dividend
payments per share.
2. 50.00%, or IDR329,370,628,716 (three hundred twenty-nine billion three
hundred seventy million six hundred twenty-eight thousand seven hundred
sixteen rupiah), will be used to fund the Company's operational activities.
AGMS Third Agenda
Number of Shareholders There are no shareholders who ask questions.
Asking Question
Decision Making Mechanism Voting verbally and electronically through eASY.KSEI system.
The Result of Vote Agree Abstain Disagree
8,901,143,579 shares 209.500 shares or -
or 99.9976% 0,0024%
In accordance with the provisions of POJK 15/2020, abstain votes are
considered to have issued the same vote as the majority vote. Thus, the number
of affirmative votes is 8,901,353,079 shares or 100% of the total number of valid
votes present at the Meeting decided to approve the proposed decision of the
Third Agenda of the Meeting.
Decision 1. Approved the appointment of Public Accounting Firm Liana Ramon Xenia &
Rekan (part of the Deloitte network) and the Public Accountant appointed by
the KAP who will audit the Company's Consolidated Financial Statements for
the 2026 financial year.
2. Approved the granting of authority to the Company's Board of
Commissioners to:
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a. To appoint a Public Accountant and/or Public Accounting Firm to audit
the Company's Consolidated Financial Statements for other periods in
the 2026 financial year for the purposes and interests of the Company.
b. To appoint a substitute Public Accountant and/or Public Accounting Firm
in the event that the Public Accounting Firm is prevented or unwilling to
conduct the audit for any reason, including legal and regulatory reasons,
and to determine additional scope of work for the appointed Public
Accountant, as necessary for the Company's specific actions.
3. Approved the granting of authority to the Company's Board of Directors to
determine a reasonable amount of audit fees and other requirements
related to the appointment of the Public Accountant and Public Accounting
Firm.
AGMS Fourth Agenda
Number of Shareholders There are no shareholders who ask questions.
Asking Question
Decision Making Mechanism Voting verbally and electronically through eASY.KSEI system.
The Result of Vote Agree Abstain Disagree
8,901,143,579 shares 209.500 shares or -
or 99.9976% 0,0024%
In accordance with the provisions of POJK 15/2020, abstain votes are
considered to have issued the same vote as the majority vote. Thus, the number
of affirmative votes is 8,901,353,079 shares or 100% of the total number of valid
votes present at the Meeting decided to approve the proposed decision of the
Fourth Agenda of the Meeting.
Decision Approved to grant authority and power to the Company's Board of
Commissioners, which carries out remuneration and nomination functions based
on the direction of the Majority Shareholders, to determine for members of the
Company's Board of Directors:
a. Tantiem for performance for the 2025 financial year; and
b. Salary, allowances and facilities for the 2026 financial year.
AGMS Fifth Agenda
Number of Shareholders There are no shareholders who ask questions.
Asking Question
Decision Making Mechanism Voting verbally and electronically through eASY.KSEI system.
The Result of Vote Agree Abstain Disagree
8,901,143,579 shares 209.500 shares or -
or 99.9976% 0,0024%
In accordance with the provisions of POJK 15/2020, abstain votes are
considered to have issued the same vote as the majority vote. Thus, the number
of affirmative votes is 8,901,353,079 shares or 100% of the total number of valid
votes present at the Meeting decided to approve the proposed decision of the
Fifth Agenda of the Meeting.
Decision Approved to grant authority and power to the Majority Shareholders to determine
for members of the Company's Board of Commissioners:
a. Honorarium, allowances, and facilities for the 2026 financial year; and
b. Bonus for performance for the 2025 financial year (if any).
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AGMS SIxth Agenda
Number of Shareholders There are no shareholders who ask questions.
Asking Question
Decision Making Mechanism Voting verbally and electronically through eASY.KSEI system.
The Result of Vote Agree Abstain Disagree
8,901,143,579 shares 209.500 shares or -
or 99.9976% 0,0024%
In accordance with the provisions of POJK 15/2020, abstain votes are
considered to have issued the same vote as the majority vote. Thus, the number
of affirmative votes is 8,901,353,079 shares or 100% of the total number of valid
votes present at the Meeting decided to approve the proposed decision of the
Sixth Agenda of the Meeting.
Decision 1. Approved the amendments to the Company's articles of association in order
to comply with laws and regulations, the policies, and directives of the
Controlling Shareholder (PT Semen Indonesia (Persero) Tbk/SIG) which
already deliver in the Meeting;
2. Approved the rearrangement of all provisions in the Company's articles of
association in connection with the changes referred to in point 1 above;
3. Approved the granting of power of attorney to the Company's Board of
Directors with the right of substitution to declare part or all of this decision,
including to restate all provisions of the Company's articles of association in
a notarial deed, to notify the Minister of Law Republic of Indonesia of the
amendments to the Company's articles of association, and to take all
necessary actions in connection therewith, including appearing before
authorized officials, submitting statements, preparing and signing necessary
documents in connection with the implementation of this shareholder
decision, without exception.
AGMS Seventh Agenda
Number of Shareholders There are no shareholders who ask questions.
Asking Question
Decision Making Mechanism Voting verbally and electronically through eASY.KSEI system.
The Result of Vote Agree Abstain Disagree
8,901,143,579 shares 209.500 shares or -
or 99.9976% 0,0024%
In accordance with the provisions of POJK 15/2020, abstain votes are
considered to have issued the same vote as the majority vote. Thus, the number
of affirmative votes is 8,901,353,079 shares or 100% of the total number of valid
votes present at the Meeting decided to approve the proposed decision of the
Seventh Agenda of the Meeting.
Decision 1. Approved the reappointment of Mr. Yasuhide Abe as Director of the
Company, effective from the close of this Meeting until the close of the Annual
General Meeting of Shareholders to be held in 2031, without prejudice to the
right of the GMS to dismiss him at any time.
2. In connection with this decision, the composition of the Company's Board of
Directors and Commissioners, effective as of the close of this Meeting, is as
follows:
Board of Directors:
- President Director: Rizki Kresno Edhie Hambali
- Director: Asruddin
- Director: Edi Sarwono
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All three with a term of office until the close of the Annual General Meeting of
Shareholders to be held in 2030, without prejudice to the right of the GMS to
dismiss him at any time.
- Director: Yasuhide Abe
With a term of office until the close of the Annual General Meeting of
Shareholders to be held in 2031, without prejudice to the right of the GMS to
dismiss him at any time.
Board of Commissioners:
- President Commissioner: Fadlansyah Lubis
- Independent Commissioner: Agnes Marcellina Tjhin
- Commissioner: Prasetyo Suharto
- Independent Commissioner: Husnedi
With a term of office until the closing of the Annual General Meeting of
Shareholders to be held in 2030, without prejudice to the right of the GMS to
dismiss at any time.
Commissioner: Shinji Fukami
With a term of office until the closing of the Annual General Meeting of
Shareholders to be held in 2029, without prejudice to the right of the GMS to
dismiss at any time.
3. For members of the Board of Directors who will be appointed as referred to in
point 1 and are still holding other positions prohibited by law from
concurrently holding the position of Director of a State-Owned Enterprise
Subsidiary, they must resign or be dismissed from those positions.
4. Granting power and authority with the right of substitution to the Company's
Board of Directors, either individually or jointly, to declare this decision in a
Notarial Deed and to carry out the necessary actions to notify the authorized
agency of changes in the composition of the Board of Directors and Board of
Commissioners.
I. Schedule and Procedure for Distribution of Cash Dividends for Fiscal Year 2025
In accordance with the results of the decision on the Second Agenda of the AGMS as mentioned above, it is hereby
notified that the Company has determined a cash dividend from the Company's Net Profit for the 2024 Fiscal Year
amounting to Rp329,370,628,716 (three hundred twenty-nine billion three hundred seventy million six hundred
twenty-eight thousand seven hundred sixteen rupiah), or Rp36.518 (thirty-six point five one eight rupiah) per
share which will be distributed to 9,019,381,973 (nine billion nineteen million three hundred eighty one thousand and
nine hundred seventy three) Company Shares with the following schedule and procedures:
1. Cash Dividend Distribution Schedule
No. INFORMATION DATE
a. End of Stock Trading Period with Dividend Rights (Cum Dividend)
• Regular and Negotiation Markets 4 June 2026
• Cash Market 8 June 2026
b. Beginning of Stock Trading Period Without Dividend Rights (Ex Dividend)
• Regular and Negotiation Markets 5 June 2026
• Cash Market 9 June 2026
c. Date of Company's Register of Shareholders entitled to Dividend (Recording 8 June 2026
Date)
d. Cash Dividend Payment Date 18 June 2026
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2. Procedures for Distribution of Cash Dividends
a. Cash Dividends will be distributed to Company shareholders whose names are recorded in the Company's
Register of Shareholders ("DPS") or recording date on 8 June 2026 (recording date) and/or owners of
Company shares in securities sub accounts at PT Kustodian Sentral Efek Indonesia (“KSEI”) at the close of
trading on 8 June 2026.
b. For Company shareholders whose shares are placed in KSEI's collective custody, cash dividend payments
will be made through KSEI and will be distributed on 18 June 2026 into the Customer Fund Account (RDN) at
the Securities Company and/or Custodian Bank where the shareholder opened a securities sub-account.
Meanwhile, for Company shareholders whose shares are not included in KSEI's collective custody, cash
dividend payments will be transferred to the Company's shareholder account.
c. The cash dividend will be taxed in accordance with the applicable tax laws and regulations.
d. Based on the applicable tax laws and regulations, the cash dividend will be excluded from the tax object if it
is received by the shareholders of the domestic corporate taxpayer (“Domestic Entity Taxpayer”) and the
Company does not deduct Income Tax on the cash dividends paid to the Domestic Entity Taxpayer. The
Cash dividends received by shareholders of domestic individual taxpayers (“Domestic Individual
Taxpayer/WPOP DN”) will be excluded from the tax object as long as the dividends are invested in the
territory of the Unitary State of the Republic of Indonesia. For Domestic Individual Taxpayer/WPOP DN that
does not meet the investment provisions as mentioned above, the dividends received by the person
concerned will be subject to income tax ("PPh") in accordance with the applicable laws and regulations, and
the PPh must be paid by the Domestic Individual Taxpayer/WPOP DN concerned in accordance with with
the provisions of Government Regulation No. 9 of 2021 concerning Tax Treatment to Support the Ease of
Doing Business.
e. Shareholders can obtain dividend payment confirmation through a securities company and/or custodian
bank where they open a securities sub account, then the shareholder must be responsible for reporting the
dividend receipt referred to in the tax reporting for the tax year concerned.
f. For Shareholders who are Foreign Taxpayers whose tax deductions will use a tariff based on the Double
Taxation Avoidance Agreement ("P3B") must meet the requirements of the Director General of Taxes
Regulation No. PER-25/PJ/2018 concerning Procedures for Application of Double Tax Avoidance Approval
and submitting record documents or DGT/SKD receipts that have been uploaded to the Directorate General
of Taxes page to KSEI or BAE in accordance with KSEI rules and regulations, without the said documents,
dividends cash paid will be subject to Article 26 Income Tax of 20%.
Jakarta, 25 May 2026
PT Solusi Bangun Indonesia Tbk
Board of Directors
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Names mentioned 18 people and organisations named in the text · linked when the evidence is strong
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Financial Services Authority
p.1 ×2
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Indonesia Stock Exchange
p.1
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PT Datindo Entrycom
p.2
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Liana Ramon Xenia & Rekan
p.2
unresolved
org
Public Accounting Firm Liana Ramon Xenia & Rekan
p.3
unresolved
org
Minister of Law Republic of Indonesia
p.5
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person
Agnes Marcellina Tjhin
· Commissioner
p.6 ×3
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org
PT Kustodian Sentral Efek Indonesia
p.7
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