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20240712_KIOS_Ringkasan Risalah//Risalah RUPS_31683348_lamp3.pdf
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SUMMARY OF MINUTES
SECOND ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT KIOSON COMMERCIAL INDONESIA Tbk ("Company")
Sincerely,
Hereby, the Summary of the Minutes of the Second Annual General Meeting of
Shareholders (the "Meeting") of PT KIOSON COMMERCIAL INDONESIA Tbk.,
domiciled in Central Jakarta (the "Company"), which has been held on Thursday, July
11, 2024, at Axa Tower 28th Floor, Jl. Prof. Dr. Satrio Kav 18, Karet Kuningan,
Setiabudi, South Jakarta.
The meeting opened at 14.15 WIB and closed at 14.45 WIB.
A. The agenda of the meeting is as follows :
1. The approval of the Company's Annual Report includes the Company's
Activity Report, the Report on the Supervisory Duties of the Board of
Commissioners and the Ratification of the Company's Financial Statements
for the financial year ended December 31, 2023.
2. Approval of the use of the Company's Profit for the financial year ended
December 31, 2023.
3. Appointment of a Public Accounting Firm to audit the Company's Financial
Statements for the financial year 2024.
4. Determination of salary or honorarium and other allowances for the Board
of Directors and Board of Commissioners of the Company for the Financial
Year 2024.
5. Report on the Realization of the Use of Funds from the Implementation of
Series II Warrant Conversion.
6. Changes in the composition of the Board of Directors and/or the Board of
Commissioners of the Company.
B. The meeting was attended by members of the Board of Directors as
follows :
1. Mr. Andrew President Director
2. Mrs. Ornela Bartin Sutan Giri Director
C. Quorum of Shareholders.
The Meeting was attended by the shareholders and/or their proxies who were
present and/or represented either through eASY.KSEI or physically present at
the Meeting as many as 447,180,684 shares which are 41.56% of the
1,075,862,550 shares which are all shares that have been issued or issued
by the Company up to the date of the Meeting, therefore the provisions
regarding the quorum of the Meeting as stipulated in Article 16 paragraph 2.1
letter (b) of the Company's Articles of Association and Article 41 paragraph 1
letter b) Financial Services Authority Regulation No.15/POJK.04/2020 ("POJK
No.15/2020"), has been fulfilled.
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D. Question and Answer Opportunity.
Shareholders and/or their proxies who are physically present at the Meeting or
electronically through the eASY.KSEI application are given the opportunity to
submit questions, opinions, proposals and/or suggestions related to the agenda
of the Meeting discussed.
With a mechanism for shareholders and/or their proxies who are physically
present at the Meeting by raising their hands and submitting a question form,
while for shareholders and/or their proxies who are present electronically by
writing in the "Electronic Opinions" chat feature.
No shareholders who are present electronically at the Meeting who ask
questions and/or opinions on the Meeting Agenda.
E. Decision Making Mechanism.
The decision-making mechanism is carried out orally by asking shareholders
and/or their proxies who are physically present at the Meeting to raise their
hands for those who vote against and abstain, those who vote in favor are not
asked to raise their hands.
Shareholders and/or their proxies who are present electronically can cast their
votes through the E-Meeting Hall Screen on the eASY.KSEI application.
Abstention votes are considered to have issued the same votes as the majority
of shareholders who voted.
F. Meeting Decision.
The results of decision-making carried out through voting are as follows :
First Meeting Agenda
No shareholders and/or proxies of shareholders who vote against or abstain,
thus the Meeting deliberates to reach a consensus, decide:
1. Accepting and approving the Company's Annual Report for the financial
year ended December 31, 2023 including the Report of the Board of
Directors and the Report on Supervisory Duties of the Board of
Commissioners of the Company during the financial year 2023.
2. Approve and ratify the Company's Financial Statements for the Financial
Year 2023 which have been audited by Morhan & Rekan Public
Accounting Firm in accordance with its Report Number
00157/2.0961/AU.1/05/1023-3/1/IV/2024 dated April 30, 2024 with a
reasonable opinion, as well as provide full exemption and repayment of
responsibility (acquit et decharge) to all the Board of Directors and the
Board of Commissioners for the Company's management and
supervision actions that have been carried out during the 2023 Financial
Year, as long as they are not criminal offenses or violate the applicable
legal provisions and procedures and are recorded in the Company's
financial statements and do not conflict with laws and regulations.
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Second Meeting Agenda
No shareholders and/or proxies of shareholders who vote against or abstain,
thus the Meeting deliberates to reach a consensus, decide:
Approved the Company's policy of not distributing dividends to
shareholders for the financial year 2023.
Third Meeting Agenda
No shareholders and/or proxies of shareholders who vote against or abstain,
thus the Meeting deliberates to reach a consensus, decide:
Approved to delegate authority to the Board of Commissioners of the
Company to appoint a Public Accounting Firm registered with the OJK
to audit the Company's books for the financial year 2024 and to
authorize the Board of Commissioners of the Company to determine the
criteria for a Public Accounting Firm to audit the Company's financial
statements for the financial year 2024 in accordance with applicable
regulations, as well as to authorize the Board of Directors of the
Company to determine honorariums and other requirements for the
Public Accounting Firm.
Agenda of the Fourth Meeting
No shareholders and/or proxies of shareholders who vote against or abstain,
thus the Meeting deliberates to reach a consensus, decide:
Approve the granting of authority to the Board of Commissioners of the
Company to determine honorariums, allowances and other facilities for
members of the Board of Commissioners of the Company, as well as
salaries, allowances and other facilities for members of the Board of
Directors of the Company, taking into account the recommendations of
the Nomination and Remuneration Committee of the Company.
Agenda of the Fifth Meeting
In connection with the Agenda of the Fifth Meeting, namely the Report
on the Use of Funds from the Implementation of Series II Warrant
Conversion, no decision was made.
Agenda of the Sixth Meeting
No shareholders and/or proxies of shareholders who vote against or abstain,
thus the Meeting deliberates to reach a consensus, decide:
1. Approve and certify the resignation:
a. Mr. Nathaniel Kwai from his position as Independent Commissioner
of the Company
b. Mr. Andrew from his position as President Director of the Company
c. Mr. Roby Tan from his position as Director of the Company
from the date of closing this Meeting with gratitude for his contributions
and thoughts during his tenure and providing exemption and full
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discharge of responsibility (acquit et decharge) for the supervision and
management actions that have been carried out from January 1, 2024
until the date of the closing of this Meeting, as long as reflected in the
Company's financial statements.
2. Approved to respectfully dismiss all members of the Board of Directors
and the Board of Commissioners of the Company from the date of closing
of this Meeting and further determine the composition of the new Board
of Directors and Board of Commissioners of the Company for a term of
office of 5 (five) years from the date of closing of this Meeting until the
closing of the Annual General Meeting of Shareholders of the Company
in 2029 with the following arrangement:
BOARD OF DIRECTORS
- President Director ORNELA BARTIN SUTAN GIRI
- Direktur REGINALD TRISNA
BOARD OF COMMISSIONERS
- President Commissioner VIPERI LIMIARDI
- Independent Commissioner JUNAIDI ARIANSYAH
3. To grant power and authority with the right of substitution to the
Company's Board of Directors to take all necessary actions in connection
with the change in the composition of the Board of Directors and the
Board of Commissioners of the Company, without any exception in
accordance with the applicable laws and regulations.
The Minutes of the Company's Meeting are contained in my deed, Notary dated July
11, 2024 Number 11.
Thus I convey the Summary of the Minutes of this Meeting, to fulfill Article 49
paragraph (1) of POJK No.15/2020.
Jakarta, July 12, 2024
PT Kioson Komersial Indonesia Tbk
Directors
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KIOSON COMMERCIAL INDONESIA Tbk
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Financial Services Authority
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Morhan & Rekan
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