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20240702_KOTA_Ringkasan Risalah//Risalah RUPS_31678362_lamp2.pdf
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ANNOUNCEMENT OF SUMMARY OF MINUTES OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT DMS PROPERTINDO Tbk
No. 245/DMSP/VII/2024
In order to fulfill the provisions of Article 49 paragraph (1) and Article 51
paragraph (1) of the Financial Services Authority Regulation No.
15/POJK.04/2020 concerning the Plan and the Implementation of the General
Meeting of Shareholders of Public Company ("POJK 15/2020"), the Board of
Directors of the Company hereby announce the Summary of Minutes of the
Company's Annual General Meeting of Shareholders ("Meeting") as follows:
A. The Meeting of the Company has been held on:
Day/Date : Friday, June 28, 2024;
Time : 10.24’ WIB s/d 10.59’ WIB;
Place : Azana Suite Hotel Antasari, PSW Tower, Jl. Pangeran
Antasari No.75, Kel. Cilandak Barat, Kec. Cilandak, South
Jakarta City, Special Capital Region of Jakarta 12430.
B. Agenda of the Meeting are as follows:
1. Approval and ratification of the Annual Report for the financial year
ended December 31, 2023, which consists of:
a. Report on the management of the Company by the
Board of Directors and the Report on the supervision of the
Company by the Board of Commissioners for the financial
year ended on December 31, 2023;
b. Financial Statements and ratification of the balance sheet as
well as the calculation of profit and loss for the financial year
ended on December 31, 2023 as well as granting and release
and full acquittal (acquit et de charge) to all members of the
Board of Directors and members of the Board of
Commissioners of the Company for the management and
supervision actions they have taken for the financial year
ended on December 31, 2023.
2. Determination of the Company's profit and loss for the financial
year ended on December 31, 2023.
3. Determination of the amount of salary and other benefits for
members of the Board of Directors and members of the Board of
Commissioners of the Company.
4. Appointment of Public Accountant who will audit the Company's
financial statements for the financial year ending on December 31,
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2024.
5. Re-appointment of all members of the Board of Directors and
Board of Commissioners of the Company.
C. The Board of Commissioners and Board of Directors the Company
present at this Meeting are as follows:
BOARD OF COMMISSIONERS:
Commissioner : Mr. YARSOF AK;
Independent Commissioner : Mr. ARIA EDDY KERTOCAHYONO.
BOARD OF DIRECTORS:
Director : Mr. MARWADI SYAHRIZAL MASYHUR.
D. Based on the attendance list of the shareholders of the Meeting, the
recorded number of shares present or represented in the Meeting is
7.506.208.488 shares, which constitute 71,1746% from the total amount
of shares that have been issued by the Company, which have valid
voting rights as required by the Company's articles of association and
POJK 15/2020.
E. The Company has provided opportunities for the shareholders and the
proxy of shareholders to raised questions and/or provide opinions prior
to the adoption of resolution for each agenda item of the Meeting.
F. In the Meeting, there were no shareholders or proxy of shareholders who
raised questions and/or provided opinions regarding each agenda item
of the Meeting.
G. The mechanism of adopting resolution of Meeting:
1. The mechanism of adopting resolution of Meeting was conducted
in amicable manner. If no amicable resolution is reached, voting
system is implemented in the Meeting through open voting system.
2. Shareholders were allowed to vote through Electronic General
Meeting System KSEI (eASY.KSEI) provided by PT KUSTODIAN
SENTRAL EFEK INDONESIA (“KSEI”).
3. Based on Article 11 paragraph 49 of the Company's Articles of
Association and Article 47 of POJK 15/2020, shareholders with
valid voting rights and have been present, both physically and
electronically at the Meeting, but have not exercised their voting
rights or abstained, are considered valid to attend the Meeting and
cast the same vote as the majority of the voting shareholders by
adding the said vote to the votes of the majority of the voting
shareholders.
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H. Voting results:
FIRST AGENDA OF THE MEETING:
Disagree : 201.371.700 votes;
Abstain : 0 votes.
thus the shareholder with the most votes, namely 7.304.836.788 votes
which constitute 97,3173% of the total number of votes validly cast at the
Meeting APPROVED the proposed resolution on the first agenda item of
the Meeting that had been submitted.
SECOND AGENDA OF THE MEETING:
Disagree : 201.371.700 votes;
Abstain : 0 votes.
thus the shareholder with the most votes, namely 7.304.836.788 votes
which constitute 97,3173% of the total number of votes validly cast at the
Meeting APPROVED the proposed resolution on the second agenda
item of the Meeting that had been submitted.
THIRD AGENDA OF THE MEETING:
Disagree : 201.371.700 votes;
Abstain : 0 votes.
thus the shareholder with the most votes, namely 7.304.836.788 votes
which constitute 97,3173% of the total number of votes validly cast at the
Meeting APPROVED the proposed resolution on the third agenda item
of the Meeting that had been submitted.
FOURTH AGENDA OF THE MEETING:
Disagree : 201.371.700 votes;
Abstain : 0 votes.
thus the shareholder with the most votes, namely 7.304.836.788 votes
which constitute 97,3173% of the total number of votes validly cast at the
Meeting APPROVED the proposed resolution on the fourth agenda item
of the Meeting that had been submitted.
FIFTH AGENDA OF THE MEETING:
Disagree : 201.371.700 votes;
Abstain : 0 votes.
thus the shareholder with the most votes, namely 7.304.836.788 votes
which constitute 97,3173% of the total number of votes validly cast at the
Meeting APPROVED the proposed resolution on the fifth agenda item of
the Meeting that had been submitted.
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I. Resolution of the Meeting:
FIRST AGENDA OF THE MEETING:
Approved and ractified the Annual Report for the financial year ended on
December 31, 2023, which consists of:
a. Report on the management of the Company by the Board of
Directors and Report on the course of supervision of the Company
by the Board of Commissioners during the financial year of 2023;
b. Financial Statements and Balance Sheet and calculation of profit
and loss for the financial year ended on December 31, 2023;
thereby agree to grant full release and settlement (acquit et de charge)
to the members of the Board of Directors and members of the Board of
Commissioners of the Company for the management and supervisory
actions they have taken during the financial year ended on December 31,
2023 as long as the actions are reflected in the Company's Annual
Report and Financial Statements ended on December 31, 2023.
SECOND AGENDA OF THE MEETING:
Determined that the Company does not have positive retained earnings
and there is no net profit of the Company for the financial year ended on
December 31, 2023, therefore there shall be no allocation for general
reserve funds in accordance with the provision of Article 70 of the
Limited Liability Company Law.
THIRD AGENDA OF THE MEETING:
Grant authority and power to the Board of Commissioners of the
Company to determine the salary and/or honorarium and/or other
allowances for members of the Board of Directors and members of the
Board of Commissioners of the Company for the financial year of 2024,
the implementation of which will be adjusted to the applicable regulations.
FOURTH AGENDA OF THE MEETING:
1. Delegate the authority to appoint a Public Accountant who will audit
the Company's financial statements for the financial year ending on
December 31, 2024, to the Board of Commissioners of the
Company in order to comply with applicable regulations and obtain
a suitable Public Accountant, with the provision that the criteria for
Public Accountants who can be appointed are Public Accountants
who are registered in the Financial Services Authority, have audit
experience in the Company's business activities, have adequate
Human Resources and have Independence.
2. Approved the granting of authority to the Board of Commissioners
to determine the honorarium and other reasonable requirements
for the Public Accountant.
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FIFTH AGENDA OF THE MEETING:
1. Approve to honorably dismiss all members of the Board of
Directors and members of the Board of Commissioners of the
Company as of the closing of the Meeting and subsequently
reappoint all members of the Board of Directors and members of
the Board of Commissioners of the Company for a new term of
office of 5 (five) years as of the closing of the Meeting, without
prejudice to the rights of the General Meeting of Shareholders to
dismiss at any time. Therefore, the composition of the members of
the Board of Directors and Board of Commissioners of the
Company as of the closing of the Meeting until June 27, 2029,
without prejudice to the rights of the General Meeting of
Shareholders to dismiss at any time is as follows:
BOARD OF COMMISSIONERS:
President Commissioner : DAVID DESANAN ANAN
W.;
Commissioner : YARSOF AK;
Independent Commissioner : ARIA EDDY KERTOCAHYONO.
BOARD OF DIRECTORS:
President Director : MOHAMAD PRAPANCA;
Director : MARWADI SYAHRIZAL
MASYHUR;
Director : ANTONIUS BIMA TRIYASTONO.
2. Grant power of attorney to the Company's Board of Directors
and/or other appointed parties, either jointly or individually with the
right of substitution, to state the resolution to reappoint all members
of the Company's Board of Directors and members of the
Company's Board of Commissioners in a separate deed before a
Notary, including notifying the Ministry of Law and Human Rights of
the Republic of Indonesia and other authorized agencies and
registering and taking all necessary actions in connection with the
notification of the reappointment of all members of the Company's
Board of Directors and members of the Company's Board of
Commissioners.
Jakarta, July 1, 2024
PT DMS PROPERTINDO Tbk
Board of Directors of the Company
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Financial Services Authority
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MARWADI SYAHRIZAL MASYHUR. D.
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PT KUSTODIAN SENTRAL EFEK INDONESIA
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Ministry of Law and Human Rights
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