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20240710_SMDR_Ringkasan Risalah//Risalah RUPS_31682506_lamp2.pdf
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JESSY DARMAWAN, S.H., M.Kn. Notaris dan Pejabat Pembuat Akta Tanah (PPAT) Jakarta Selatan Jakarta, 26 June 2024 No. : 64/VI/2024(English Version) To: Re. — : Resume of the Annual General PT SAMUDERA INDONESIA Tbk. Meeting of Shareholders of Gedung Samudera Indonesia PT SAMUDERA INDONESIA Tbk. Jl. Letjen S. Parman Kav. 35 Slipi, Jakarta Barat Dear Sirs, I hereby submit the Resume of the Annual General Meeting of Shareholders (hereinafter referred as the “Meeting”) of PT SAMUDERA INDONESIA Tbk, domiciled in West Jakarta (hereinafter referred as the “Company”) which was held on: Day/date : Wednesday, 26 June 2024 Time :11.36 WIB until 13.05 WIB Venue : Astor Ballroom, The St. Regis Jakarta Rajawali Place Jalan H. R. Rasuna Said Blok Kavling B/4, Setiabudi, Jakarta Selatan Attendance Presence: -Board of Commissioners: 1. Mrs. Shanti Lasminingsih Poesposoetjipto President Physically attend the Commissioner meeting 2. Mr. Masli Mulia Commissioner Physically attend the meeting 3. Mr. Ken Narotama Hidayatullah Commissioner Physically attend the meeting 4. Mr. Amir Abadi Jusuf Commissioner Physically attend the meeting 5. Mr. Anugerah Pekerti Independent Physically attend the Commissioner meeting 6. Mr. Hoesen Independent Physically attend the Commissioner meeting £ Jalan Melawai VII No.1 Kelurahan Melawai, Kecamatan Kebayoran Baru, Jakarta Selatan 12160 (02177266707 (0818) 14182 notaris@jessydarmawan.com
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JESSY DARMAWAN, S.H., M.Kn. Notaris dan Pejabat Pembuat Akta Tanah (PPAT) Jakarta Selatan -Board of Directors: 1. Mr. Bani Maulana Mulia President Director Physically attend the meeting 2. Mrs. Farida Helianti Sastrosatomo Compliance Director Physically attend the meeting 3. Mr. Ridwan Hamid Finance Director Physically attend the meeting 4. Mrs. Tara Hidayat Human Capital Physically attend the Director meeting -Shareholders: 13,770,490,432 shares (84.091516Yo) of all issued and paid-up shares until the Meeting date, amounting to 16,375,600,000 shares. Meeting Events: I. AGENDA 1. Approval on the Board of Directors' Annual Report including the Supervisory Report of the Board of Commissioners for the financial year ended on 31 December 2023 and the Ratification of the Company”s Financial Statements for the financial year ended on 31 December 2023. 2. Determination of utilization of the Company's income for the financial year ended on 31 December 2023. 3. Appointment of Public Accountant and/or Public Accounting Firm to audit the Company's Financial Statements for the financial year ended on 31 December 2024. 4. Determination of the remuneration and benefits of the members of Board of Directors, as well as the honorarium for the members of the Board of Commissioners. 5. Amendment of the Board of Commissioners composition and Reappointment of the Board of Directors members. 6. Approval of changes to the provisions of the Company's Articles of Association in order to conform to the provisions of Financial Services Authority Regulation Number 14/POJK.04/2022 concerning Submission of Periodic Financial Reports for Issuers or Public Companies. 7. Report on the Realization of the Use of Funds from the Continuing Public Offering of “Sukuk Ijarah Berkelanjutan I Samudera Indonesia Tahap I Tahun 2023”. II. FULFILLMENT OF LEGAL PROCEDURES FOR THE MEETING 1. Notification of the plan to hold the Meeting to the Otoritas Jasa Keuangan (“OJK”) through the Company Letter No. No. SR.24.05.022/CS/SI dated 13 May 2024. 2. Announcement to the Indonesia Stock Exchange web page, eASY.KSEI web page and the Jalan Melawai VII No. 1 Kelurahan Melawai, Kecamatan Kebayoran Baru, Jakarta Selatan 12160 (02177266707 (0818)14182 — notaris@jessydarmawan.com
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JESSY DARMAWAN, S.H., M.Kn. Notaris dan Pejabat Pembuat Akta Tanah (PPAT) Jakarta Selatan Company's website based on the Company Letter No. SR.24.05.023/CS/SI dated 20 May 2024. 3. The invitation to Bursa Efek Indonesia's website, eASY.KSEI's website and the Company's website based on the Company Letter No. SR.24.06.24/CS/SI dated 04 June 2024. NI. MEETING DECISION 1. First Meeting Agenda: - The Meeting provides opportunity to the shareholders or their proxies who were physically present or virtually present to ask guestions and/or provide opinions related to the Meeting Agenda. - On the guestion and answer session, there were 1 (one) shareholders or proxies who were physically present at the Meeting asked 1 (one) guestions and/or provided opinions. - Voting is done through direct voting and electronic voting (e-voting). - The results of the voting are as follows: a. Shareholders or their proxies who express disapproval are amounting to 77,300 shares or 0.000561Y6 of the total shares legally present at the Meeting. b. Shareholders or their proxies who express approval are amounting to 13,736,816,912 shares or as much as 99.755466Y4 of the total shares legally present at the Meeting. c. Shareholders or their proxies who express abstain are amounting to 33,596,220 shares or as much as 0.243973Y4 of the total shares legally present at the Meeting. - In accordance with Article 47 of POJK Number 15 of 2020, the abstention vote is considered asthe same vote as the majority vote, therefore the total number of votes in favor is, 13,770,413,132 shares or 99.999439Yo of the total valid shares present at the Meeting, approved the proposed resolutions of the First Agenda of the Meeting. -Meeting Decision for the First Agenda: 1. Accept the Annual Report of the Board of Directors regarding the performance of the Company, including the Supervisory Report of the Board of Commissioners for the financial year ended on 31 December 2023, 2. Ratify the Company's Consolidated Financial Statements that has been audited by the Public Accounting Firm Purwantono, Sungkoro & Surja, a member firm of Ernst & Young Global Limited for the Financial Year ending on 31 December 2023, as set out in the report No. 00390/2.1032/AU.1/06/1294-2/1/111/2024 dated 27 March 2024 with fair opinion in all material aspects, 3. Grant a statement of release and discharge (acguit et de charge) to all members of the Board of Directors and Board of Commissioners for the managerial and supervisory actions that have been carried out during the financial year ended on 31 December 2023 to the extent that such actions are reflected in the Annual Report and the Consolidated Financial Statements for the financial year ending on 31 December 2023. 2. Second Meeting Agenda: - The Meeting provides opportunity to the shareholders or their proxies who were physically present or virtually present to ask guestions and/or provide opinions related to the Meeting Agenda. - On the guestion and answer session, there were 2 (two) shareholders or proxies who were physically present at the Meeting asked 2 (two) guestions and/or provided opinions. Jalan Melawai VII No. 1 Kelurahan Melawai, Kecamatan Kebayoran Baru, Jakarta Selatan 12160 (o2)7266707 (0818)14182 — notaris@jessydarmawan.com
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JESSY DARMAWAN, S.H., M.Kn. Notaris dan Pejabat Pembuat Akta Tanah (PPAT) Jakarta Selatan - Voting is done through direct voting and electronic voting (e-voting). - The results of the voting are as follows: a. Shareholders or their proxies who express disapproval are amounting to 1,393,455 shares or 0.010119Y6 of the total shares legally present at the Meeting. b. Shareholders or their proxies who express approval are amounting to 13,768,527,277 shares or as much as 99.985744Y/ of the total shares legally present at the Meeting. c. Shareholders or their proxies who express abstain are amounting to 569,700 shares or as much as 0.004137Y6 of the total shares legally present at the Meeting. - In accordance with Article 47 of POJK Number 15 of 2020, the abstention vote is considered as the same vote as the majority vote, therefore the total number of votes in favor is, 13,769,096,977 shares or 99.98988179 of the total valid shares present at the Meeting, approved the proposed resolutions of the Second Agenda of the Meeting. -Meeting Decision for the Second Agenda: 1. Determine the use of business results obtained by the Company for the 2023 Financial Year, with the following details: -Total cash dividends amounting to IDR 262,009,600,000 (two hundred sixty-two billion nine million six hundred thousand Rupiah) or with a dividend value per share of IDR 16,00 (sixteen Rupiah) consisting of and calculated as follows: a) Interim dividend amounting to IDR 65,502,400,000 (sixty five billion five hundred two million four hundred thousand Rupiah) or with a dividend value per share of IDR 4,00 (four Rupiah) which was paid and distributed to the Company's Shareholders on August 30 2023 based on the Circular Decree of the Company's Board of Commissioners dated 31 July 2023, And b) The remainder is a final dividend of IDR 196,507,200,000 (one hundred ninety six billion five hundred seven million two hundred thousand Rupiah) or with a dividend value per share of IDR 12,00 (twelve Rupiah) which will be paid in accordance with applicable regulations. -Book the remaining net profit for Fiscal Year 2023 as retained earnings which will be used for working capital and investment, -The Company has fulfilled the minimum mandatory reserve provisions as regulated in Law no. 40 of 2007 concerning Limited Liability Companies, 2. Authorize and grant the Board of Directors a power of attorney with the right of substitution to further manage the distribution of final dividends for the Financial Year ending on 31 December 2023 in accordance with the applicable regulations. 3. Third Meeting Agenda: - The Meeting provides opportunity to the shareholders or their proxies who were physically present or virtually present to ask guestions and/or provide opinions related to the Meeting Agenda. - On the guestion and answer session, no shareholders or proxies both who were phisically present or virtually present at the Meeting asked guestions and/or provided opinions. - Voting is done through direct voting and electronic voting (e-voting). - The results of the voting are as follows: a. Shareholders or their proxies who express disapproval are amounting to 56,822,934 shares or 0.412643Y4 of the total shares legally present at the Meeting. b. Shareholders or their proxies who express approval are amounting to 13,712,511,198 Jalan Melawai VII No. 1 £ Kelurahan Melawai, Kecamatan Kebayoran Baru, Jakarta Selatan 12160 (02177266707 (0818)14182 — notaris@jessydarmawan.com
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JESSY DARMAWAN, S.H., M.Kn. Notaris dan Pejabat Pembuat Akta Tanah (PPAT) Jakarta Selatan shares or as much as 99.578960Y4 of the total shares legally present at the Meeting. c. Shareholders or their proxies who express abstain are amounting to 1,156,300 shares or as much as 0.008397Y6 of the total shares legally present at the Meeting. - In accordance with Article 47 of POJK Number 15 of 2020, the abstention vote is considered as the same vote as the majority vote, the total number of votes in favor is, 13,713,667,498 shares or 99.587357Y4 of the total valid shares present at the Meeting, approved the proposed resolutions of the Third Agenda of the Meeting. -Meeting Decision for the Third Agenda: Delegate authority to the Board of Commissioners to appoint the Public Accountant and Public Accounting Firm registered with the Financial Services Authority (Otoritas Jasa Keuangan) to audit the Company's Financial Statements as well as to determine the amount of the professional services fees to audit for the financial year ended on 31 December 2024. 4. Fourth Meeting Agenda: - The Meeting provides opportunity to the shareholders or their proxies who were physically present or virtually present to ask guestions and/or provide opinions related to the Meeting Agenda. - On the guestion and answer session, there were 1 (one) shareholders or proxies who were physically present at the Meeting asked 1 (one) guestions and/or provided opinions. - Voting is done through direct voting and electronic voting (e-voting). - The results of the voting are as follows: a. Shareholders or their proxies who express disapproval are amounting to 56,946,334 shares or 0,413539Y4 of the total shares legally present at the Meeting. b. Shareholders or their proxies who express approval are amounting to 13,712,474,798 shares or as much as 99.578696Y4 of the total shares legally present at the Meeting. c. Shareholders or their proxies who express abstain are amounting to 1,069,300 shares or as much as 0.007765Y4 of the total shares legally present at the Meeting. - In accordance with Article 47 of POJK Number 15 of 2020, the abstention vote is considered as the same vote as the majority vote, therefore the total number of votes in favor is, 13,713,544,098 shares or 99.586461Y6 of the total valid shares present at the Meeting, approved the proposed resolutions of the Fourth Agenda of the Meeting. -Meeting Decision for the Fourth Agenda: 1. Determine the honorarium for the Board of Commissioners in 2024 to a maximum of IDR 16,000,000,000.00 (sixteen billion Rupiah) inclusive of tax, which will be distributed to members of the Board of Commissioners and to authorize the Board of Commissioners to determine the distribution among members of the Board of Commissioners, 2. Authorize and grant authority to the Board of Commissioners to determine the salaries and benefits for the members of the Board of Directors for the 2024 financial year. 5. Fifth Meeting Agenda: - The Meeting provides opportunity to the shareholders or their proxies who were physically present or virtually present to ask guestions and/or provide opinions related to the Meeting Agenda. - On the guestion and answer session, there was 1 (one) shareholder or proxies who were physically present at the Meeting asked 1 (one) guestion and/or provided opinions. Jalan Melawai VII No. 1 Kelurahan Melawai, Kecamatan Kebayoran Baru, Jakarta Selatan 12160 (02177266707 (o818)141182 — notaris@jessydarmawan.com
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JESSY DARMAWAN, S.H., M.Kn, Notaris dan Pejabat Pembuat Akta Tanah (PPAT) Jakarta Selatan - Voting is done through direct voting and electronic voting (e-voting). - The results of the voting are as follows: a. Shareholders or their proxies who express disapproval are amounting to 482,999,342 shares or 3.507496Y4 of the total shares legally present at the Meeting. b. Shareholders or their proxies who express approval are amounting to 13,286,406,890 shares or as much as 96.484631Y4 of the total shares legally present at the Meeting. &. Shareholders or their proxies who express abstain are amounting to 1,084,200 shares or as much as 0.007873Y4 of the total shares legally present at the Meeting. - In accordance with Article 47 of POJK Number 15 of 2020, the abstention vote is considered as the same vote as the majority vote, therefore the total number of votes in favor is, 13,287,491,090 shares or 96.492504Y4 of the total valid shares present at the Meeting, approved the proposed resolutions of the Fifth Agenda of the Meeting. -Meeting Decision for the Fifth Agenda: L Reappointed Mrs. Farida Helianti Sastrosatomo as Director of Compliance starting from the closing of this Meeting until the closing of the Annual General Meeting of Shareholders which will be held in 2029, without reducing the GMS's right to dismiss atany time. Approve the composition of the Company's management as follows: “President Commissioner : Shanti Lasminingsih Poesposoetjipto, -Commissioner : Masli Mulia: -Commissioner : Amir Abadi Jusuf: -Commissioner : Ken Narotama Hidayatullah, -Independent Commissioner : Anugerah Pekerti, -Independent Commissioner : Hoesen, -President Director : Bani Maulana Mulia, -Finance Director : Ridwan Hamid, -Compliance Director : Farida Helianti Sastrosatomo, -Human Capital Director : Tara Hidayat, Approve to grant a power of attorney to the Board of Directors with substitution rights, to take all actions in connection with the above-mentioned decisions, including but not limited to state it in a separate notary deed to and submit it regarding the composition of the Board of Commissioners and Board of Directors members to the Minister of Law and Human Rights of the Republic of Indonesia to obtain approval for amendments, and to take all actions deemed necessary to achieve these objectives. 6. Sixth Meeting Agenda: - The Meeting provides opportunity to the shareholders or their proxies who were physically present or virtually present to ask guestions and/or provide opinions related to the Meeting Agenda. - On the guestion and answer session, no shareholders or proxies who were physically present or virtually present at the Meeting asked guestions and/or provided opinions. - Voting is done through direct voting and electronic voting (e-voting). - The results of the voting are as follows: a. Shareholders or their proxies who express disapproval are amounting to 426,671,463 shares or 3.098448Y4 of the total shares legally present at the Meeting. b. Shareholders or their proxies who express approval are amounting to 13,343,281,069 Jalan Melawai VII No. 1 Kelurahan Melawai, Kecamatan Kebayoran Baru, Jakarta Selatan 12160 (02177266707 (0818)141182 — notaris@jessydarmawan.com
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JESSY DARMAWAN, S.H., M.Kn. Notaris dan Pejabat Pembuat Akta Tanah (PPAT) Jakarta Selatan shares or as much as 96.897646/4 of the total shares legally present at the Meeting. c. Shareholders or their proxies who express abstain are amounting to 537,900 shares or as much as 0.003906Y6 of the total shares legally present at the Meeting. - In accordance with Article 47 of POJK Number 15 of 2020, the abstention vote is considered as the same vote as the majority vote, therefore the total number of votes in favor is, 13,343,818,969 shares or 96.901552Y4 of the total valid shares present at the Meeting, approved the proposed resolutions of the Sixth Agenda of the Meeting. -Meeting Decision for the Sixth Agenda: 1. Approved changes and adjustments to Article 20 paragraph (5) of the Company's Articles of Association regarding the Work Plan, Financial Year and Annual Report, in order to conform to the provisions of Financial Services Authority Regulation Number 14/POJK.04/2022 concerning Submission of Periodic Financial Reports for Issuers or Public Companies. 2. Approve to grant a power of attorney to the Board of Directors with substitution rights, to take all actions in connection with the above-mentioned decisions, including but not limited to state it in a separate notary deed to and submit it regarding the changes to the Company's Articles of Association to the Minister of Law and Human Rights of the Republic of Indonesia to obtain approval for amendments, and to take all actions deemed necessary to achieve these objectives. 7. Seventh Meeting Agenda: - The Meeting provides opportunity to he shareholders or their proxies who were physically present or virtually present to ask guestions and/or provide opinions related to the Meeting Agenda. - On the guestion and answer session, there was 1 (one) shareholder or proxies who were physically present at the Meeting asked 1 (one) guestion and/or provided opinions. - Due to the fact that the agenda of this Meeting is only a report and no voting is reguired, no proposed decisions will be submitted. -Meeting Decision for the Seventh Agenda: - Report on the Realization of the Use of Funds from the Continuing Public Offering of “Sukuk Ijarah Berkelanjutan I Samudera Indonesia Tahap I Tahun 2023”. The Minutes of the Meeting mentioned above are stated in the Deed dated 26 June 2024 under Number: 64, made by me, Notary. The copy of the Deed is currently still in the process of being completed at our office, Therefore this resume is submitted before the issue of a copy of the said Deed, which we will immediately send to the Company upon completion. Jalan Melawai VII No. 1 Kelurahan Melawai, Kecamatan Kebayoran Baru, Jakarta Selatan 12160 (o21) 7266707 (0818) 14182 notaris@jessydarmawan.com
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JESSY DARMAWAN, S.H., M.Kn. Notaris dan Pejabat Pembuat Akta Tanah (PPAT) Jakarta Selatan Sincerely, Jalan Melawai VII No. 1 Kelurahan Melawai, Kecamatan Kebayoran Baru, Jakarta Selatan 12160 (02177266707 (0818)14182 — notaris@jessydarmawan.com
Names mentioned 23 people and organisations named in the text · linked when the evidence is strong
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JESSY DARMAWAN
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H. R. Rasuna Said
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Shanti Lasminingsih Poesposoetjipto President Physically
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Masli Mulia Commissioner Physically
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Ken Narotama Hidayatullah Commissioner Physically
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Amir Abadi Jusuf Commissioner Physically
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Hoesen Independent Physically
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Farida Helianti Sastrosatomo Compliance Director Physically
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Ridwan Hamid Finance Director Physically
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Financial Services Authority
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Indonesia Stock Exchange
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Young Global Limited
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L Reappointed Mrs. Farida Helianti Sastrosatomo
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Minister of Law and Human Rights
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13 Sep 2026 16:17
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