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20260521_NELY_Ringkasan Risalah//Risalah RUPS_32093534_lamp3.pdf
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MINUTES OF THE ANNUAL GENERAL MEETING OF
PT PELAYARAN NELLY DWI PUTRI Tbk
The Board of Directors of PT Pelayaran Nelly Dwi Putri Tbk (“Company”) hereby
announces that the Company has held an Annual General Meeting of Shareholders
(“AGMS”) and an Extraordinary General Meeting of Shareholders (“EGMS”),
hereinafter both referred to as the “Meetings” with the following information:
A. Day/Date, Time, Venue dan Agenda item of the Meeting
Day/Date : Wednesday, May 20, 2026
AGM Time : 2:28 PM - 3:35 PM WIB
EGM Time : 3:41 PM - 3:47 PM WIB
Venue : Serenity and Infinity Room,
Yuan Garden Hotel, Jl. Pintu Air V No. 53, RT. 5, RW. 8, Pasar
Baru, Sawah Besar District, Central Jakarta 10710
Agenda of the AGMS
1. Approval of the Company's Annual Report regarding the condition and
operations of the Company during the 2025 Financial Year, including the Report
on the Implementation of the Board of Commissioners' Supervisory Duties
during the 2025 Financial Year and the Ratification of the Company's
Consolidated Financial Statements for the 2025 Financial Year, along with the
granting of full release and discharge (volledig acquit et de charge) to the
Company's Board of Directors and Board of Commissioners for the
management and supervision carried out during the 2025 Financial Year.
2. Approval of the Determination of the Use of the Company's Net Profit for the
2025 Financial Year.
3. Approval of the appointment of a Public Accountant to audit the Company's
Financial Statements for the 2026 Financial Year and the granting of authority
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to the Company's Board of Commissioners to determine the honorarium and
appoint a replacement Accountant, as well as other requirements for such
appointment.
4. Approval of the granting of power and authority to the Company's Board of
Commissioners to determine the salaries or honorarium of members of the
Board of Directors and Board of Commissioners for the 2026 Financial Year.
Agenda of the EGMS:
1. Determination of the composition of the Company's Board of Directors and
Board of Commissioners.
B. Members of the Board of Directors and the Board of Commissioners of the
Company present at the meeting:
Board of Commissioners
- Commissioner: Mr. Alias Bin Jumaat
- Independent Commissioner: Mr. Djoko Soemarjanto
Board of Directors
- President Director: Ms. Cynthia Sunarko
- Director: Mr. Eduard Halomoan
- Director: Ms. Tjauw Yani
- Director: Mr. Eugene Sunarko
C. Attendance of Shareholders at the Annual General Meeting of Shareholders
-At the AGMS, 1,983,636,800 shares had valid voting rights, equivalent to 84.41% of
the 2,350,000,000 shares, representing the total number of shares with valid voting
rights issued by the Company;
-At the EGMS, 1,983,838,100 shares had valid voting rights, equivalent to 84.42% of
the 2,350,000,000 shares, representing the total number of shares with valid voting
rights issued by the Company.
D. In the meeting, the Shareholders/their respective proxies were given the
opportunity to ask questions and/or give their opinions regarding the
agenda of the Meeting.
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At the end of each discussion of each agenda item of the Meeting, the
Chairperson of the Meeting provides an opportunity for shareholders or their
proxies present at the Meeting to ask questions and/or provide opinions
regarding the agenda item presented.
E. Total of shareholders who raised questions and/or provided opinions
regarding the agenda items of the Meeting
There is 1 (one) Shareholder or Shareholder's proxy who submitted questions
and/or provided opinions regarding the agenda of the AGMS.
F. The procedure for making resolutions in the Meeting is as follows:
Decision-making on all items on the agenda of the Meeting is carried out by
means of deliberation to reach consensus. In the event that deliberation to reach
consensus is not achieved, decisions are made by voting.
G. The results of decision-making carried out by voting, the number of votes
and the percentage of decisions from the Meeting, based on all voting shares
present at the Meeting, are as follows:
AGMS:
Number of Votes
Agenda
pproved Disagree Abstain
First 100% Suara 0 0
Second 100% Suara 0 0
Third 99,99% Suara 400 0
Fourth 99,99% Suara 400 0
EGMS:
Number of Votes
Agenda
pproved Disagree Abstain
First 99,99% Suara 400 0
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H. Resolutions of the Meeting is as follows:
- AGMS:
First Agenda of the Meeting
1. Approve the Company's Annual Report regarding the Company's condition
and operations during the 2025 Financial Year, including the Report on the
Implementation of the Board of Commissioners' Supervisory Duties during
the 2025 Financial Year;
2. Ratify the Consolidated Financial Statements of the Company and its
Subsidiaries for the 2025 Financial Year, audited by the Public Accounting
Firm of Amir Abadi Jusuf, Aryanto, Mawar & Rekan with an unmodified
opinion as stated in the Independent Auditor's Report Number
00360/2.1030/AU.1/10/1115-3/1/III/2026 dated March 30, 2026;
3. Granting full release and discharge of responsibility (volledig acquit et de
charge) to all members of the Company's Board of Directors and Board of
Commissioners for the management and supervisory actions carried out
during the 2025 Financial Year, as long as these actions are reflected in the
Company's 2025 Annual Report, which includes the Consolidated Financial
Statements of the Company and its Subsidiaries for the 2025 Financial Year.
Second Agenda of the Meeting
Approved to determine the Company's Net Profit for the 2025 Financial Year at
Rp. 41,177,255,931 (forty-one billion one hundred seventy-seven million two
hundred fifty-five thousand nine hundred and thirty-one rupiah), as follows:
1. Rp. 25,000,000 (twenty-five million rupiah) as general reserves to comply with
the provisions of the Limited Liability Company Law;
2. Rp. 23,500,000,000 (twenty-three billion five hundred million rupiah) or
57.07% (fifty-seven point zero seven percent) of the net profit will be
distributed as dividends to Shareholders, or Rp. 10 (ten rupiah) per share for
the 2025 financial year.
3. The remaining Rp. 17,652,255,931,- (seventeen billion six hundred fifty two
million two hundred fifty five thousand nine hundred and thirty one rupiah) or
42.86% (forty two point eighty six percent) of net profit is recorded as
retained earnings balance.
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Third Agenda of the Meeting
1. Approved the appointment of the Public Accounting Firm (KAP) Amir Abadi
Jusuf, Aryanto, Mawar & Rekan to conduct an audit of the Company's
Financial Statements for the 2026 Financial Year.
2. Approved the authorization of the Company's Board of Commissioners to:
a. Appoint a replacement KAP and determine the terms and conditions of
appointment if the appointed KAP is unable to perform or continue its
duties for any reason, including legal and regulatory reasons in the capital
market sector, or if an agreement cannot be reached regarding the amount
of audit fees.
b. Determine the honorarium or amount of audit fees and other appointment
requirements that are reasonable for the KAP.
Fourth Agenda of the Meeting
1. Approve to determine the salary or honorarium of members of the
Company's Board of Commissioners for 2026 to be the same as that
received in 2025.
2. Approve to authorize the Company's Board of Commissioners to determine
the salaries or honorariums for members of the Company's Board of
Directors.
-EGMS:
The sole agenda item:
Approved to maintain the composition of the Company's Board of Directors
and Board of Commissioners until the end of their term of office, namely until
the closing of the Annual General Meeting of Shareholders to be held in 2027,
as follows:
Board of Directors:
1. President Director: Ms. Cynthia Sunarko
2. Director: Mr. Eugene Sunarko
3. Director: Ms. Tjauw Yani
4. Director: Mr. Eduard Halomoan
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Board of Commissioners:
1. President Commissioner: Mr. Koh Tji Beng
2. Commissioner: Mr. Alias Bin Jumaat
3. Independent Commissioner: Mr. Djoko Soemarjanto
I. Schedule and Procedures for Dividend Distribution:
Schedule for Cash Dividend Distribution:
NO. Description Date
1 Cum Dividen in Reguler dan Negotiation Markets June 02, 2026
2 Ex Dividend in Regular and Negotiation Markets June 03, 2026
3 Cum Dividend in Cash Market June 04, 2026
4 Ex Dividend in Cash Market June 05, 2026
5 Recording Date of Cash Dividend June 04, 2026
6 Payment Date of Cash Dividend June 19, 2026
Procedure for Dividend Distribution:
1. Cash Dividends will be distributed to Shareholders whose names are recorded in
the Company's Shareholder Register (recording date) on June 4, 2026, and/or
Shareholders whose shares are held in the Securities Sub-Account at PT Kustodian
Sentral Efek Indonesia (KSEI) at the close of trading on June 4, 2026.
2. For Shareholders whose shares are held in KSEI's collective custody, Cash Dividend
payments will be made through KSEI and distributed on June 19, 2026, to the
Customer Fund Account (RDN) at the Securities Company and/or Custodian Bank
where the Shareholders hold the securities sub-account. For Shareholders whose
shares are not held in KSEI's collective custody, Cash Dividend payments will be
transferred to the Shareholders' accounts.
3. The Cash Dividends will be subject to tax in accordance with applicable tax laws
and regulations.
4. Based on applicable tax laws and regulations, cash dividends will be exempt from
tax if received by shareholders who are domestic corporate taxpayers ("DN
Corporate Taxpayers") and the Company does not withhold Income Tax on cash
dividends paid to such Domestic Corporate Taxpayers. Cash dividends received by
shareholders who are domestic individual taxpayers ("DN Taxpayers") will be
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exempt from tax as long as the dividends are invested within the territory of the
Unitary State of the Republic of Indonesia. For Domestic Taxpayers who do not
meet the investment requirements as mentioned above, the dividends received by
the relevant person will be subject to income tax ("PPh") in accordance with
applicable laws and regulations, and such PPh must be paid by the relevant
Domestic Taxpayers in accordance with the provisions of Government Regulation
No. 9 of 2021 concerning Tax Treatment to Support Ease of Doing Business.
5. Shareholders can obtain confirmation of dividend payments through the securities
company and/or custodian bank where the shareholders open their securities
accounts. Furthermore, the shareholders are responsible for reporting the receipt
of the said dividends in their tax reporting for the relevant tax year in accordance
with applicable tax laws and regulations.
6. Shareholders who are foreign taxpayers whose tax deductions will be based on the
Double Tax Avoidance Agreement (P3B) must comply with the requirements of the
Director General of Taxes Regulation No. PER-25/PJ/2018 concerning Procedures
for Implementing the Double Tax Avoidance Agreement and submit proof of
recording or receipt of the DGT/SKD that has been uploaded to the Directorate
General of Taxes website to KSEI or the Registrar in accordance with KSEI's rules
and regulations. Without these documents, the Cash Dividends paid will be
subject to Article 26 Income Tax of 20% or other amounts in accordance with
applicable tax laws and regulations.
Jakarta, May 21th, 2026
PT PELAYARAN NELLY DWI PUTRI Tbk.
Director
Names mentioned 11 people and organisations named in the text · linked when the evidence is strong
unresolved
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Eugene Sunarko C. Attendance
· Director
p.2 ×4
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Mawar & Rekan
p.4 ×2
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person
Djoko Soemarjanto I. Schedule
· Commissioner
p.6 ×4
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org
PT Kustodian Sentral Efek Indonesia
p.6
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