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20240701_MAPA_Ringkasan Risalah//Risalah RUPS_31677309_lamp4.pdf
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SUMMARY OF MINUTES OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT MAP AKTIF ADIPERKASA TBK
Board of Directors of PT Map Aktif Adiperkasa Tbk, domiciled in Central Jakarta (hereinafter called
“Company”), hereby informed that the Company has conducted an Annual General Meeting of
Shareholders (“Meeting”), with details as follow:
A. Day & date, venue, time, and agenda of Meeting:
Day & date : Thursday, June 27th, 2024
Venue : Hotel Ayana Midplaza, Jakarta
Jl. Jend. Sudirman Kav. 10-11
Central Jakarta
Time : 09.30 WIB – 10.35 WIB
Meeting Agenda :
1. Approval and ratification of the Report of the Board of Directors regarding the Company's
business operations and the Company's financial administration for the financial year ended
on December 31st, 2023, as well as approval and ratification of the Company's Financial
Statements, including the Balance Sheet and the Company's Profit/Loss Calculation for the
financial year ended on December 31st, 2023 which has been audited by a Public Accountant
and approval of the Company's Annual Report, the report on the supervisory duties of the
Company's Board of Commissioners for the financial year that ended on December 31st, 2023
as well as providing full release and discharge (acquit et de charge) to all members of the
Board of Directors and Board of Commissioners of the Company of their responsibility to
conduct the management and supervisory duties that have been carried out in the financial
year that ended on December 31st, 2023.
2. Approval of the use of the Company's Net Profit for the financial year ended on December
31st, 2023.
3. Appointment of the Public Accountant Firm to conduct audits on the books of the Company for
the financial year ended December 31st, 2024, and the granting of authority to the Board of
Directors to determine the fee of the Public Accountant as well as other requirements in
connection with its appointment.
4. a. Appointment of members of the Board of Directors and the Board of Commissioners of
the Company.
b. Determination of duties, authorities, salaries, and other benefits for members of the
Board of Directors, as well as determination of fee and other benefits for members of the
Board of Commissioners of the Company.
5. Amendment of Article 3 of the Company's Articles of Association to align with the 2020 KBLI
(Indonesian Standard Industrial Classification).
B. Members of the Board of Directors and the Board of Commissioners of the Company
present at the Meeting:
President Director : Nicholas Jones
Director : Handaka Santosa
Director : Sjeniwati Gusman
Director : Miquel Rodrigo Staal
President Commissioner : Virendra Prakash Sharma
Vice President Commissioner : Susiana Latif
Independent Commissioner : Hendry Hasiholan Batubara
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All members of the Board of Directors and the Board of Commissioners of the Company are
present in person at the Meeting.
C. Chairperson of the Meeting:
The Meeting was chaired by Susiana Latif as the Vice President Commissioner of the Company.
D. The number of shares with valid voting rights present at the Meeting and their percentage of
the total shares with valid voting rights:
The Meeting was attended by shareholders or their proxies, collectively representing
24,951,108,887 (twenty-four billion nine hundred fifty-one million one hundred eight thousand eight
hundred eighty-seven) shares, or equivalent to 87.54% (eighty-seven point five four percent) of the
shares with valid voting rights issued by the Company, based on the Company's Shareholder
Register as of June 4th, 2024, until 16:15 Western Indonesia Time.
E. Provision of an opportunity to shareholders raise ask questions and/or express opinions
regarding the agenda of the Meeting:
For each agenda item of the Meeting, shareholders or their valid proxies present at the Meeting
were given the opportunity to raise questions and/or express opinions regarding the agenda.
F. Mechanism for decision-making at the Meeting:
Decision-making in the Meeting is conducted by way of amicable discussion. In the event of
amicable agreement is not reached, decision-making is done by way of voting mechanism.
G. Voting results for every agenda of the Meeting:
Agenda Rejected Abstain Approved Total Approved Question/Opinion
1 287,343,600 197,718,834 24,466,046,453 24,663,765,287 None
2 - 205,824,334 24,745,284,553 24,951,108,887 None
3 1,221,844,347 205,838,334 23,523,426,206 23,729,264,540 None
4 1,997,120,493 212,646,334 22,741,342,060 22,953,988,394 None
5 2,484,050,800 207,818,834 22,259,239,253 22,467,058,087 None
H. Decisions of the Meeting:
Agenda 1
1. Approved the Company's Annual Report for the financial year ended on December 31 st, 2023.
2. Ratified the Company's Annual Financial Statements for the financial year ended December
31st, 2023, audited by the Public Accounting Firm "Imelda & Rekan," a member of Deloitte
Touche Tohmatsu Limited, as stated in their Report No. 00097/2.1265/AU.1/05/0556-
3/1/III/2024 dated March 27th, 2024, with the opinion of "Without Modification"
3. Approved the Board of Directors’ Report and ratified the Supervisory Duties Report of the Board
of Commissioners of the Company for the financial year ended on December 31st, 2023 as set
forth in the Company’s Annual Report.
4. With the approval of the Company's Annual Report, Directors' Report, and the ratification of the
Annual Financial Statements and Supervisory Duties Report of the Board of Commissioners of
the Company for the financial year ended December 31st, 2023, pursuant to Article 17
paragraph 3 of the Company's Articles of Association, full discharge (acquit et de charge) is
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granted to all members of the Company's Board of Directors for their management actions and
to all members of the Board of Commissioners for their supervisory actions undertaken during
the financial year ended December 31st, 2023, to the extent such actions were reflected in the
Annual Report and Annual Financial Statements of the Company for the financial year ended
December 31st, 2023.
Agenda 2
1. Approved the distribution of dividends to the Company's shareholders amounting to
Rp142,520,000,000 (one hundred forty-two billion five hundred twenty million Rupiah) for a total
of 28,504,000,000 (twenty-eight billion five hundred four million) shares issued by the Company.
2. Authorized the Board of Directors of the Company to execute the dividend distribution in
accordance with prevailing regulations and to take all necessary actions related to the dividend
distribution.
3. To comply with Article 25 paragraph 1 of the Company's Articles of Association, allocating
Rp5,000,000,000 (five billion Rupiah) of the Company's net profit as the Company's Reserve
Fund.
4. The remainder will be recorded as Retained Earnings.
Agenda 3
1. Approved the granting of authority to the Board of Commissioners of the Company, by taking
into account the considerations of the Company's Audit Committee, to appoint Public
Accountant Office that will audit the Consolidated Financial Statements, Profit or Loss
Statement and Consolidated Other Comprehensive Income, and other parts of the Company's
Financial Statements for the financial year ending on December 31st, 2024.
2. Approved the granting of authority to the Board of Directors of the Company to determine the
amount of fee of the aforementioned Public Accountant Office and other related requirements
regarding the appointment.
Agenda 4
Agenda 4 item a:
1. Approved the appointment of members of the Company's Board of Directors and Board of
Commissioners with a term of office commencing from the closing of the Meeting until the
closing of the Company's Annual General Meeting of Shareholders in 2027, with the following
composition:
Composition of the Board of Directors of the Company
President Director : Nicholas Jones
Vice President Director : Handaka Santosa
Director : Sameer Prasad
Director : Sjeniwati Gusman
Director : Miquel Rodrigo Staal
Composition of the Board of Commissioners of the Company
President Commissioner : Virendra Prakash Sharma
Vice President Commissioner : Susiana Latif
Independent Commissioner : Juliani Gozali
Commissioner : Sintia Kolonas
Independent Commissioner : Hendry Hasiholan Batubara
2. To comply with Article 20 paragraph 3 of Financial Services Authority Regulation No.
33/POJK.04/2014 dated December 8th, 2014 regarding the Board of Directors and Board of
Commissioners of Issuers or Public Companies, approved:
- the appointment of Ms. Juliani Gozali and Mr. Hendry Hasiholan Batubara, respectively as
Independent Commissioners of the Company.
3. Approved the grant of authority to the Board of Directors of the Company with substitution
rights, to restate the resolution on item a of the Fourth Agenda in a notarial deed, and
subsequently notify the Minister of Law and Human Rights of the Republic of Indonesia and
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register it in the Company Register, and for such purpose, to undertake all actions required by
the prevailing laws and regulations.
Agenda 4 item b:
1. In accordance with Article 92 paragraphs 5 and 6 of the Company Law, approved to delegate
authority to the Board of Directors of the Company through a Board of Directors Meeting, to
determine the division of duties and authorities of each member of the Company's Board of
Directors on behalf of the General Meeting of Shareholders.
2. In accordance with Article 96 paragraphs 1 and 2, and Article 113 of the Company Law,
approved:
a. To delegate to the Board of Commissioners of the Company the authority to determine the
amount of salary and other allowances for members of the Company's Board of Directors;
b. To determine remuneration and other allowances for members of the Company's Board of
Commissioners entirely up to a maximum of 10% (ten percent) out of the total amount of
remuneration and other allowances received by members of the Company's Board of
Commissioners in the previous financial year;
c. To delegate to the Board of Commissioners of the Company the authority to determine the
distribution of remuneration and other allowances among each member of the Company's
Board of Commissioners.
Agenda 5
1. Amend Article 3 paragraph 2 of the Company's Articles of Association to align with the 2020
KBLI (Indonesian Standard Industrial Classification), so that Article 3 of the Company's Articles
of Association shall be as presented during the Meeting.
2. Authorized the Board of Directors of the Company, with substitution rights, to restate the
resolution adopted regarding Agenda 5 of the Meeting in a notarial deed, and subsequently to
obtain approval for the amendment of Article 3 of the Company's Articles of Association from
the Minister of Law and Human Rights of the Republic of Indonesia and to register it in the
Company Register, in accordance with applicable laws and regulations.
SCHEDULE AND PROCEDURE OF
CASH DIVIDEND DISTRIBUTION FOR FINANCIAL YEAR 2023
We hereby inform the shareholders of the Company that the schedule and procedure for the distribution
of cash dividends for the financial year ending on December 31st, 2023, are as follows:
A. Schedule for Cash Dividend Distribution
No. ACTIVITY DATE
1. Cum Dividend in Regular and Negotiation Market July 5th, 2024
2. Ex-Dividend in Regular and Negotiation Market July 8th, 2024
3. Cum Dividend in Cash Market July 9th, 2024
Recording Date (date to determine the shareholders entitled of
4. July 9th, 2024
dividends)
5. Ex-Dividend at Cash Market July 10th, 2024
6. Cash Dividend Payment July 25th, 2024
B. Procedure of Cash Dividend Distribution
1. Shareholders entitled to cash dividends are those whose names are recorded in the Company's
Shareholders List or on the recording date of July 9 th, 2024.
2. For shareholders whose shares are held in Collective Custody by PT Kustodian Sentral Efek
Indonesia ("KSEI"), dividend payments will be executed through book-entry transfer via KSEI
according to the schedule mentioned above. Subsequently, KSEI will distribute the dividends to
the Shareholders' Fund Accounts (RDN) at the Securities Company or Custodian Bank where
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shareholders have opened their securities accounts. For shareholders whose shares are not
held in KSEI's collective custody, cash dividends will be transferred directly to the shareholders'
bank accounts.
3. The cash dividends will be subject to tax according to the prevailing tax regulations in Indonesia.
4. Pursuant to the prevailing tax regulations, cash dividends are exempted from tax if received by
local entity taxpayers ("Local Entity Taxpayer") and the company does not withhold Income Tax
on the cash dividends paid to Local Entity Taxpayer. Cash dividends received by local individual
taxpayers ("Local Individual Taxpayer") will be exempted from tax as long as these dividends
are invested within the territory of the Republic of Indonesia. For Local Individual Taxpayer who
do not meet the investment requirements as mentioned above, dividends received by them will
be subject to Income Tax ("WHT") according to prevailing tax regulations. The WHT must be
self-assessed and paid by the respective Local Individual Taxpayer in accordance with
Government Regulation No. 9 of 2021 concerning Taxation Treatments to Support Ease of
Doing Business.
5. For shareholders who are Foreign Taxpayers and whose tax withholding rate will be based on
the Double Taxation Avoidance Agreement (DTAA), it is mandatory to comply with the
requirements of Director General of Taxes Regulation No. PER-25/PJ/2018 regarding the
Procedures for the Application of Double Taxation Avoidance Agreements. They must also
submit proof of registration or a domicile certificate issued by the Directorate General of Taxes,
which has been uploaded to the Directorate General of Taxes website, to KSEI (Central
Securities Depository) or BAE (Securities Administration Beaureau) PT Datindo Entrycom within
the specified deadline according to KSEI regulations. Without the required documents, cash
dividends paid will be subject to Article 26 Income Tax at a rate of 20%.
Jakarta, July 1st, 2024
Board of Directors
PT Map Aktif Adiperkasa Tbk
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Names mentioned 18 people and organisations named in the text · linked when the evidence is strong
unresolved
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Imelda & Rekan
p.2
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Deloitte Touche Tohmatsu Limited
p.2
unresolved
—
Sintia Kolon
· Independent Commissioner
p.3
unresolved
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Financial Services Authority
p.3
unresolved
person
Juliani Gozali
p.3
unresolved
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Minister of Law and Human Rights
p.3 ×2
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.4
unresolved
org
Directorate General of Taxes
p.5 ×2
unresolved
org
PT Datindo Entrycom
p.5
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