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20240701_BUMI_Ringkasan Risalah//Risalah RUPS_31677722_lamp2.pdf
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Extracted text 14
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ANNOUNCEMENT OF
SUMMARY OF MINUTES OF
ANNUAL GENERAL MEETING OF
PT BUMI RESOURCES TBK.
PT BUMI RESOURCES TBK (“the Company”), domiciled in South Jakarta, hereby would like to inform that on Friday, 28 June 2024,
the Company has convened its Annual General Meeting of Shareholders (“AGMS”) at J.S. Luwansa Hotel, Ballroom 2, Lantai 1, Jl. H.R.
Rasuna Said Kav. C-22, Kuningan, Jakarta Selatan - 12940, Indonesia.
The AGMS was opened at 10.30 Western Indonesia Time and was attended both physically and virtually by members of the Board of
Commissioners and Directors of the Company, as follows:
A. Board of Commissioners and Directors Physically Present at the AGMS
Board of Commissioners Directors
- President Commissioner concurrently as - President Director : Mr. ADIKA NURAGA BAKRIE
Independent Commissioner : Mr. SHARIF CICIP - Director : Mr. PHIONG PHILLIPUS DARMA
SUTARDJO - Director : Mr. EDDY SANUSI
- Independent Commissioner : Mr. Y.A. DIDIK - Director : Mrs. R.A. SRI DHARMAYANTI
CAHYANTO - Director : Mr. ANDREW CHRISTOPHER
- Independent Commissioner : Mr. ANGGAWIRA BECKAHM
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- Commissioner : Mr. ADHIKA - Director : Mr. MARINGAN M. IDO HOTNA
ANDRAYUDHA BAKRIE HUTABARAT
- Director : Mr. ASHOK MITRA
- Director : Mr. HIMAWAN SETIADI
B. Board of Commissioners and Directors Virtually present at the AGMS
Board of Commissioners Directors
- Independent Commissioner : Mr. KANAKA -Independent Director : Mr. DILEEP SRIVASTAVA
PURADIREDJA - Director : Mr. JIAN WANG
- Independent Commisioner : Mr. ANTON SETIANTO - Director : Mr. YINGBIN IAN HE
SOEDARSONO
- Commissioner : Mr. THOMAS MYER
KEARNEY
- Commissioner : Mr. JINPING MA
C. Attendance Quorum of Shareholders
That the quorum requirements in order to validly convene the AGMS are as follows:
➢ Quorum for Attendance and Quorum for Adoption of Resolutions
• For the agenda items of the AGMS, the provisions of Article 41 paragraph 1(a) of /POJK.15/2020 and Article 12 paragraph
2.(1).a of the Company’s Articles of Association shall apply, which stipulate that an AGMS may be convened if attended by the
Shareholders and/or represented by their legitimate proxies representing more than ½ (one half) of the Company’s total issued
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shares carrying valid voting rights and pursuant to the provisions of Article 41 paragraph 1(c) of OJK Rule No. 15/2020 and
Article 12 paragraph 2.(1).c of the Company’s Articles of Association, which stipulate that any resolution of the AGMS shall be
valid if approved by more than ½ (one half) of total voting shares present thereat.
- The AGMS was attended by Shareholders or their legitimate Proxies amounting to 289,095,947,870 (two hundred eighty nine billion –
ninety five million – nine hundred forty seven thousand - eight hundred and seventy) shares or accounting for 77.856% (seventy seven
point eight five six percent) of 371,320,705,024 (three hundred seventy one billion - three hundred twenty million - seven hundred five
thousand and twenty four), being the total number of issued shares of the Company as at 5 June 2024 up until 4 pm.
- Based on the attendance quorum, the AGMS was declared valid and was therefore allowed to adopt valid and binding resolutions for its
whole agenda.
D. Agenda Items of AGMS
1. Approval for Directors’ Accountability Statement in respect of the running of the Company for Financial Year ended
31 December 2023;
2. Ratification of Balance Sheet and Profit/Loss Account for Financial Year ended 31 December 2023;
3. Appointment of Public Accountant to conduct the audit of Financial Statements of the Company for Financial Year ended
31 December 2024;
4. Change and/or reconfirmation of Directors and Board of Commissioners of the Company; and
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5. The grant of authority to Board of Commissioners and Directors of the Company for issuance of new shares in respect of
Indonesia local Mandatory Convertible Bonds (OWK) issued by the Company, as already approved by the Company’s
Extraordinary General Meetings of 7 February 2017 and 14 January 2022.
E. Question & Answer Session
Prior to the adoption of resolutions, the Chairman of AGMS provided the opportunity to the shareholders to raise their questions in each
discussion of the Agenda Items of the AGMS. 5 (five) Shareholders or Proxy Holders raised their questions in the discussion of the 1st
agenda item of the AGMS.
F. Mechanism for Adopting Resolutions
• Resolutions were adopted through amicable discussions for consensus. However, in the case of a shareholder or proxy holder rejecting
a proposed resolution or casting abstention vote, the resolution would be adopted by voting.
• Voting was done by the Notary.
Note: With regard to the discussion of the whole agenda of the AGMS, since the 1st and the 2nd agenda items were correlated to each
other, they were discussed at the same time without interruption. However, the adoption of the resolutions was made separate
for each of the agenda items.
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G. AGMS Resolutions
First Agenda Item of AGMS
Approval for Directors’ Accountability Statement in respect of the running of the Company
for Financial Year ended 31 December 2023.
Number of Shareholders 5 Shareholders.
Asking Questions
Voting Results In Favour Abstention Against
AGMS was approved by 288,726,745,508 (two hundred eighty 2,523,923,655 (two bilion-five 369,202,362 (three hundred sixy
majority of votes eight billion-seven hundred twenty hundred twenty three million-nine nine million-two hundred two
six million-seven hundred forty five hundred twenty three thousand -six thousand-three hundred sixty
thousand–five hundred and eight) hundred fifty five) shares. two) shares or 0.127% (zero
shares or 99.872% (ninety nine point -That pursuant to Article 47 of OJK point one two seven) percent of
eight seven two percent) of total Rule No. 15/2020 and Article 12 total numbers of votes present at
number of votes present at the paragraph 2.(8) of the Company’s the AGMS.
AGMS. Articles of Association, votes
present, but do not cast a vote
(abstention) shall be deemed to
have cast the same vote as the
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majority of votes.
Resolution of the 1st To approve the Company’s Annual Report, including therein the Directors’ Accountability Statement,
Agenda Item of AGMS the key points of which have been submitted by the Directors of the Company and reviewed by the
Board of Commissioners regarding the conditions and the running of the Company for financial year
ended on 31 December 2023.
Second Agenda Item of AGMS
Ratification of Balance Sheet and Profit/Loss Account for Financial Year ended 31 December 2023.
Number of Shareholders 5 shareholders
Asking Questions
Voting Results In Favour Abstention Against
AGMS was approved by 289,092,604,570 (two hundred eighty 2,523,923,655 (two billion-five 3,343,300 (three million-three
majority of votes nine billion-ninety two million-six hundred twenty three million-nine hundred forty three thousand-
hundred four thousand-five hundred hundred twenty three thousand-six three hundred) shares or 0.001%
seventy) shares or 99.998% (ninety hundred fifty five) shares. (zero point zero zero one
nine point nine nine eight percent) of -That pursuant to Article 47 of OJK percent) of total number of votes
total number of votes present at Rule No. 15/2020 and Article 12 present at AGMS.
AGMS. paragraph 2.(8) of the Company’s
Articles of Association, votes
present, but do not cast a vote
(abstention) shall be deemed to
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have cast the same vote as the
majority of votes.
Resolution of the 2nd 1. To ratify the Financial Statements of the Company, including therein the balance sheet and the
Agenda Item of AGMS income statement of the Company for financial year ended on 31 December 2023, having been
audited by Public Accountant Bapak Chairul Wismoyo of Public Accounting Firm Amir Abadi
Jusuf, Aryanto, Mawar dan Rekan (RSM Indonesia) with a Fair Opinion in all material respects,
Group finanical position as of 31 December 2023, as well as its financial performance and consildated
cash flow for the year ended on said date, as per the Indonesian Financial Accounting Standards as
evident from his report No.00247/2.1030/AU.1/02/1698-1/1/III/2024 dated 27 March 2024.
2. To grant full release and discharge to Directors and Board of Commissioners of the Company for
their managerial and supervisory actions that they carried out for financial year ended 31 December
2023 (acquit et de charge) to the extent that such actions are reflected in the Annual Report and the
Financial Statements of the Company for financial year ended on 31 December 2023, and are not
against the laws and regulations.
3. To declare that for this financial year ended on 31 December 2023, the Company is unable to pay out
dividends to all its shareholders.
Third Agenda Item of AGMS
Appointment of Public Accountant to conduct the audit of Financial Statements of the Company
for Financial Year ended 31 December 2024.
Number of Shareholders None.
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Asking Questions
Voting Results In Favour Abstention Against
AGMS was approved by 288,946,806,070 (two hundred eighty 2,518,211,555 (two billion-five 149,141,800 (one hundred forty
majority of votes eight billion-nine hundred forty six hundred eighteen million-two nine million-one hundred forty
million-eight hundred six thousand hundred eleven thousand-five one thousand-eight hundred)
and seventy) shares or 99.948% hundred fifty five) shares. shares or 0.051% (zero point
(ninety nine point nine four eight -That pursuant to Article 47 of OJK zero five one percent) of total
percent) of total number of votes Rule No. 15/2020 and Article 12 number of votes present at the
present at the AGMS. paragraph 2.(8) of the Company’s AGMS.
Articles of Association, votes
present, but do not cast a vote
(abstention) shall be deemed to
have cast the same vote as the
majority of votes.
Resolutions of the 3rd 1. To appoint Public Accounting Firm Amir Abadi Jusuf, Aryanto, Mawar dan Rekan (RSM) as the
Agenda Item of AGMS Public Accounting Firm who will conduct the audit of the financial statements of the Company for
financial year ended December 31, 2024 and/or for any given period throughout 2024 (at any time
when required), as well as grant the powers and authority to Directors of the Company to determine
the amount of honorarium for Public Accountant, as well as other terms/conditions for such
appointment upon considering the recommendation of Board of Commissioners of the Company.
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2. To grant the authority to the Meeting to delegate the appointment and dismissal of the public
accountant who will be auditing the the financial statements of the Company for financial year 2024,
and other periods in financial year 2024, to the Board of Commissioners, upon considering the Audit
Committee recommendations in accordance with the provisions of Article 59 of OJK Rule No.
15/POJK.04/2020 on the Planning and Convening of General Meetings of Publicly Listed Companies.
Fourth Agenda Item of AGMS
Change and/or reconfirmation of the Composition of Directors and Board of Commissioners of the Company.
Number of Shareholders None
Asking Questions
Voting Results In Favour Abstention Against
AGMS was approved by 280,376,969,676 (two hundred eighty 2,518,210,355 (two billion-five 8,718,978,194 (eight billion-
majority of votes billion-three hundred seventy six hundred eighteen million-two seven hundred eighteen million-
million-nine hundred sixty nine hundred ten thousand-three nine hundred seventy eight
thousand-six hundred seventy six) hundred fifty five) shares. thousand-one hundred ninety
shares or 96.984% (ninety six point -That pursuant to Article 47 of OJK four) shares or 3.015% (three
nine eight four percent) of total Rule No. 15/2020 and Article 12 point zero one five percent) of
number of votes present at AGMS. paragraph 2.(8) of the Company’s total number of votes present at
Articles of Association, votes AGMS.
present, but do not cast a vote
(abstention) shall be deemed to
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have cast the same vote as the
majority of votes.
Resolutions of the 4th 1. To grant a full release and discharge (acquit et decharge) to Mr. Benjamin Bao as Commissioner of
Agenda Item of AGMS the Company from the supervisory actions carried out during his term of office.
2. To approve the re-appointment of Mr. Sharif Cicip Sutardjo as President Commissioner and
Independent Commissioner of the Company, which will take effect as of the closing date of the
Meeting up until the Annual General Meeting of the Company 2029, without impairing the right of
the shareholders to dismiss him at any time, in accordance with the applicable provisions.
3. To approve the appointment of Mr. Ben Niu as Commissioner of the Company, which will take effect
as of the closing date of the Meeting up until the Annual General Meeting of the Company 2027,
without impairing the right of the shareholders to dismiss him at any time, in accordance with the
applicable provisions.
4. To approve the re-appointment of:
1) Mr. Dileep Srivastava, as Independent Director of the Company;
2) Mrs. R.A. Sri Dharmayanti, as Director of the Company;
3) Mr. Andrew Christopher Beckham, as Director of the Company.
which will take effect as of the closing of the Meeting up until the Annual General Meeting 2029
of the Company, without impairing the right of the shareholders to dimiss each of them at any
time in accordance with the applicable provisions.
Accordingly, the composition of Board of Commissioners and Directors of the Company will be as
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follows:
Board of Commissioners:
1. Mr. Sharif Cicip Sutardjo as President Commissioner and Independent Commissioner of the
Company;
2. Mr. Drs. Kanaka Puradiredja, as Independent Commissioner of the Company;
3. Mr. Drs.Anton Setianto Soedarsono, as Independent Commissioner of the Company;
4. Mr. Y.A. Didik Cahyanto, as Independent Commissioner of the Company;
5. Mr. Anggawira, as Independent Commissioner of the Company;
6. Mr. Adhika Andrayudha Bakrie, as Commissioner of the Company;
7. Mr. Thomas Myer Kearney, as Commissioner of the Company;
8. Mr. Jinping Ma, as Commissioner of the Company;
9. Mr. Ben Niu, as Commissioner of the Company.
Directors:
1. Mr. Adika Nuraga Bakrie, as President Director of the Company;
2. Mr. Agoes Projosasmito, as Vice President Director of the Company;
3. Mr. Nalinkant A. Rathod, as Director of the Company;
4. Mr. Adrian Wicaksono, as Director of the Company;
5. Mr. Phiong Phillpus Darma, as Director of the Company;
6. Mr. Eddy Sanusi, as Director of the Company;
7. Mr. Dileep Srivastava, as Independent Director of the Company;
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8. Mrs. R.A. Sri Dharmayanti, as Director of the Company;
9. Mr. Andrew Christopher Beckham, as Director of the Company;
10. Mr. Maringan M. Ido Hotna Hutabarat, as Director of the Company;
11. Mr. Ashok Mitra, as Director of the Company;
12. Mr. Ying Bin Ian He, as Director of the Company;
13. Mr. Jian Wang, as Director of the Company;
14. Mr. Rio Supin, as Director of the Company;
15. Mr. Himawan Setiadi, as Director of the Company.
5. To grant full authority and powers with the right of substitution to Directors of the Company, either
individually or jointly to perform any necessary actions in relation to the resolutions adopted/passed
herein, including but not limited to formalizing the appointment of the members of Board of
Commissioners and Directors of the Company in a notarial deed and recording the same in the
Company Register in accordance with the prevailing laws and regulations.
6. To approve the grant of authority to Board of Commissioners of the Company, taking into account
the recommendation from the Nomination and Remuneration Committee of the Company, to
determine the salary, honorarium and other allowances (if any), as well as the distribution of duties
and authority of each member of Directors and Board of Commissioners.
Fifth Agenda Item of AGMS
The grant of authority to Board of Commissioners and Directors of the Company for issuance of new shares in respect of
Indonesia local Mandatory Convertible Bonds (OWK) issued by the Company, as already approved by the Company’s
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Extraordinary General Meetings of 7 February 2017 and 14 January 2022.
Number of Shareholders None.
Asking Questions
Voting Results In Favour Abstention Against
The AGMS was approved 280,524,602,276 (two hundred eighty 2,518,224,655 (two billion-five 8,571,345,594 (eight billion-five
by majority of votes billion-five hundred twenty four hundred eighteen million-two hundred seventy one million-
million-six hundred two thousand- hundred twenty four thousand-six three hundred forty five
two hundred seventy six) shares or hundred fifty five) shares. thousand-five hundred ninety
97.035% (ninety seven point zero -That pursuant to Article 47 of OJK four) shares or 2.964% (two
three five) percent of total number of Rule No. 15/2020 and Article 12 point nine six four percent) of
votes present at AGMS. paragraph 2.(8) of the Company’s total votes present at AGMS.
Articles of Association, votes
present, but do not cast a vote
(abstention) shall be deemed to
have cast the same vote as the
majority of votes.
Resolution of the 5th Confirmation and re-grant of the authority to Board of Commissioners and Directors of the Company
Agenda Item of AGMS. for issuance of new shares in relation to Mandatory Convertible Bonds (OWK) issued by the Company,
as already approved by the 7 February 2017 and 14 January 2022 Extraordinary General Meetings of
the Company.
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The AGMS of the Company was officially closed at 11.46 pm Jakarta Time.
Jakarta, 1 July 2024
PT BUMI RESOURCES Tbk.
DIRECTORS
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Names mentioned 34 people and organisations named in the text · linked when the evidence is strong
unresolved
person
ADIKA NURAGA BAKRIE Independent
· President Director
p.1 ×3
unresolved
person
PHIONG PHILLIPUS DARMA SUTARDJO
p.1 ×2
unresolved
person
R.A. SRI DHARMAYANTI CAHYANTO
· Director
p.1 ×4
unresolved
person
ADHIKA
p.2
unresolved
person
MARINGAN M. IDO HOTNA ANDRAYUDHA BAKRIE
p.2
unresolved
person
KANAKA
p.2
unresolved
person
DILEEP SRIVASTAVA PURADIREDJA
· Independent Director
p.2 ×6
unresolved
person
YINGBIN IAN HE SOEDARSONO
p.2 ×2
unresolved
person
Chairul Wismoyo
p.7
unresolved
org
Mawar dan Rekan
p.7 ×2
unresolved
person
Ben Niu
· Commissioner
p.10 ×3
unresolved
person
Phiong Phillpus Darma
· Director
p.11
unresolved
person
Ying Bin Ian He
· Director
p.12
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