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20240701_ISSP_Ringkasan Risalah//Risalah RUPS_31677470_lamp3.pdf
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ANNOUNCEMENT
ANNUAL GENERAL MEETING OF SHAREHOLDERS (“AGMS”)
PT STEEL PIPE INDUSTRY OF INDONESIA TBK
Hereby the Board of Directors of PT. STEEL PIPE INDUSTRY OF INDONESIA Tbk abbreviated
PT. SPINDO Tbk, domiciled in Surabaya (hereinafter referred to as the Company) has hold the Annual
General Meeting of Shareholders. The detail is as follows:
Date : Friday, 28 June 2024
: Auditorium Gedung Baja, Lantai 9C, Jl. Pangeran Jayakarta no. 55, Jakarta Pusat,
Place
Jakarta 10730.
Time : 14.15 – 15.23 WIB
Agenda:
1. Approval on the Annual Report for the fiscal year of 2023 and ratification on the Financial
Statement of the Company for the financial year ended on 31 December 2023 and provide
full acquittal and discharge (volledig acquit et de charge) to the members of the Board of
Directors and Board of Commissioners of the Company for management and supervision
performed during the fiscal year of 2023;
2. Resolution on the determination of the use of the Company’s net profit for the financial
year of 2023;
3. Approval on the appointment of Public Accountant to audit the Financial Statement of the
Company for the financial year ended on 31 December 2024 and authorize the Company's
Board of Commissioners to determine the amount of the honorarium of the Public
Accountant along with other terms of their appointment;
4. Resolution on the determination of the salary, honorarium and allowances and other
facilities for the member of the Board of Directors and the Board of Commissioners;
5. Approval on the changes to the composition of the member of the Board of Commissioners
and Board of Directors of the Company;
6. Report and accountability for the use of proceeds from the public offering of bonds and
sukuk.
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7. Approval of the Amendment to Article 3 of the Company's Articles of Association
Regarding the Company's Objectives and Purposes as well as Business Activities, related
to the formulation and reorganization of supporting business activities.
8. Approval to guarantee more than 1/2 or the entire wealth of the Company in the context of
credit facilities that the Company will obtain from Banks and/or Financial Institutions,
including for the issuance of Bonds and/or Sukuk in the Capital Market
(Hereinafter referred to as the Meeting)
For the benefit of the Company, a deed of Minutes of the Annual General Meeting of Shareholders
of the Company, dated 28 June 2024, numbered 40
The Attendance of the Members of the Board of Directors and Board of Commissioners:
Members of the Board of Directors present at the Meeting::
President Director : Mr. IBNU SUSANTO
Vice President Director : Mr. TEDJA SUKMANA HUDIANTO
Director : Mr THE, HANNY PURNOMO *)
*) participate in the meeting through the KSEI Zoom Webinar application
The Board of Commissioners did not attend the Meeting
Chairman of Meeting:
The meeting was chaired by Mr. TEDJA SUKMANA HUDIANTO, as the Vice President Director
of the Company.
Shareholders Attendance:
- The meeting was attended by the shareholders and their proxies representing 6,045,708,040
shares or 85.57% of 7,065,340,735 shares which are all shares with valid voting rights that
have been issued by the Company (after deducting the number of shares issued) repurchased
by the Company).
Submission of Questions and/or Opinions:
- Shareholders and their proxies are given the opportunity to ask questions and/or opinions for
each agenda item of the Meeting
- First Agenda Item : 1 person asking
- Seventh Agenda Item : 1 person asking
- Second to sixth Agenda Item and eighth Agenda Item : no one asked questions and/or
opinions.
Decision Making Mechanism
- Decision-making on all agenda items is conducted based on deliberation to reach
consensus. In the event that consensus cannot be reached, decisions are made by voting.
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Voting Results:
- The first agenda:
-Number of blank votes (abstained) : 7,742,954 votes.
-Number of disapproving votes : -- votes.
-Number of approve votes : 6,037,965,086 votes.
-The total of approve votes : 6,045,708,040 votes, or 100%, or more than 1/2
part of the total number of votes legally cast in the
Meeting.
- Second, fifth, and sixth agenda item:
-Number of blank votes (abstained) : 1,005,400 votes
-Number of disapproving votes : -- votes
-Number of approve votes : 6,044,702,640 votes.
-So that the total of approve votes : 6,045,708,040 votes, or 100%, or more than
1/2 part of the total number of votes legally
cast in the Meeting.
- Third agenda item:
-Number of blank votes (abstained) : 160,071,500 votes.
-Number of disapproving votes : 4,880,783 votes.
-Number of approve votes : 5,880,755,757 votes.
-So that the total of approve votes : 6,040,827,257 votes, or 99.92%, or more than
1/2 part of the total number of votes legally
cast in the Meeting.
- Fourth agenda item:
-Number of blank votes (abstained) : 160,071,500 votes.
-Number of disapproving votes : 4,890,783 votes.
-Number of approve votes : 5,880,745,757 votes.
-So that the total of approve votes : 6,040,817,257 votes, or 99,92%, or more than
1/2 part of the total number of votes legally
cast in the Meeting.
- Seventh agenda item:
-Number of blank votes (abstained) : 1,005,400 votes.
-Number of disapproving votes : 44,478,880 votes.
-Number of approve votes : 6,000,223,760 votes.
-So that the total of approve votes : 6,001,229,160 votes, or 99,26%, or more than
2/3 part of the total number of votes legally
cast in the Meeting..
- Eighth agenda item:
-Number of blank votes (abstained) : 1,005,400 votes.
-Number of disapproving votes : 49,372,163 votes.
-Number of approve votes : 5,995,330,477 votes
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-So that the total of approve votes : 5,996,335,877 votes, or 99,18%, or more than
1/2 part of the total number of votes legally
cast in the Meeting
Meeting Resolutions:
First agenda decision:
- Approved and ratified the Company's Annual Report for the 2023 financial year including
the Company's Activity Report, the Supervisory Report of the Board of Commissioners and
the 2023 Financial Report, as well as providing full settlement and discharge of
responsibilities (acquit et de charge) to the Board of Directors and the Board of
Commissioners of the Company for the management and supervisory actions they carried
out in the 2023 financial year as long as these actions are reflected in the Annual Report.
Second agenda decision:
a. Approving the use of the Company's net profit for the fiscal year 2023, as follows:
i. Amounting to Rp105,980,111,025.00 (one hundred five billion nine hundred eighty
million one hundred eleven thousand twenty-five rupiahs) or Rp15.00 (fifteen rupiahs)
per share, to be distributed as cash dividends to the Company's shareholders, in
compliance with applicable tax regulations;
ii. Amounting to Rp10,000,000,000.00 (ten billion rupiahs) to be set aside and recorded
as a reserve fund;
iii. The remainder to be retained and recorded as retained earnings, to increase the
Company's working capital.
b. Granting power and authority to the Company's Board of Directors to undertake any and
all necessary actions related to the above decisions, in accordance with applicable laws and
regulations.
Third agenda decision:
- Granted authority and power to the Board of Commissioners of the Company, to appoint a
Public Accountant and/or Public Accountant Firm, with independent criteria and registered
with the Financial Services Authority, which will audit the Company's financial statements
for the financial year 2024, because it is being considered and evaluated for appointment
Further Public Accountants and/or Public Accounting Firms, as well as to determine the
honorarium of the said Public Accountants and/or Public Accounting Firms, and to
determine the conditions relating to the appointment and dismissal of the said Public
Accountants and/or Public Accounting Firms, as well as the appointment of a replacement
Public Accountant. in the event that there is a replacement of the Public Accountant
concerned.
Fourth agenda decision:
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a. Determining the remuneration along with other facilities and allowances for members of the
Company's Board of Commissioners as a whole for the fiscal year 2024, with a maximum
amount equal to that of the fiscal year 2023, or if there is an increase, the increase shall not
exceed 10% (ten percent) of the fiscal year 2023, and granting authority to the President
Commissioner to determine the allocation;
b. Granting authority to the Company's Board of Commissioners to determine the remuneration
along with other facilities and allowances for members of the Company's Board of Directors.
Fifth agenda decision:
a. Accepting the resignation of Mr. Tikman Utomo as the Company's Director and Mrs. Endang
Fifi Susanto as the Company's Commissioner, with gratitude for their services and
contributions to the Company;
b. Appointing Mr. Nico Gunawan as Director, and Mr. Entario Widjaja Susanto as
Commissioner, effective from the close of this Meeting;
c. Establishing the composition of the Company's Board of Directors and Board of
Commissioners effective from the close of this Meeting until the close of the Company's
Annual General Meeting of Shareholders in 2027, as follows:
Board of Directors:
President Director: Mr. Ibnu Susanto
Vice President Director: Mr. Tedja Sukmana Hudianto
Director: Mr. Soediarto Soerjoprahono
Director: Mr. The Hanny Purnomo
Director: Mr. Nico Gunawan
Board of Commissioners:
President Commissioner (Independent Commissioner): Mr. Makmur Widjaja
Commissioner: Mr. Entario Widjaja Susanto
Independent Commissioner: Mr. Bing Hartono Poernomosidi
Independent Commissioner: Mrs. Welly Tantono
a. Granting authority and power to the Board of Directors of the Company and/or Mr. IBNU
SUSANTO, both collectively and individually, with the right of substitution, to
express/declare the decision regarding the composition of the members of the Board of
Directors and the Board of Commissioners of the Company in a deed made before a Notary,
and to subsequently notify the competent authorities, and carry out all and any necessary
actions in connection with the decision in accordance with the applicable laws and
regulations.
Sixth agenda decision:
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- Received reports on the realization of the use of proceeds from the Public Offering of
Spindo Phase II Bonds II 2023 and Spindo's Sukuk Ijarah II Phase II Year 2023, which
have been fully used.
Seventh agenda decision:
a. Approving the amendment of Article 3 of the Company's Articles of Association concerning
the Purpose and Objectives as well as the Business Activities of the Company in relation to
the reformulation and reorganization of supporting business activities in accordance with
the Regulation of the Capital Market and Financial Institution Supervisory Agency Number
IX.J.1 on the Principles of the Articles of Association of Companies Conducting Public
Offerings of Equity Securities and Public Companies, using the 2020 Indonesian Standard
Industrial Classification (KBLI 2020) including any amendments or updates thereto or other
wording as determined by the competent authorities, as presented at the Meeting.
b. Granting authority and power to the Company's Board of Directors and/or Mr. Ibnu Susanto,
either jointly or individually, with the right of substitution, to take all necessary actions in
relation to the above decision, including but not limited to declaring/recording the decision
in deeds made before a Notary, to amend, adjust, and/or reorganize the provisions of Article
3 of the Company's Articles of Association in the future in accordance with the 2020
Indonesian Standard Industrial Classification (KBLI 2020) including any amendments or
updates thereto (if any) and other wording as determined by the competent authorities, as
required by and in accordance with applicable laws and regulations, and to subsequently
submit applications for approval and/or notifications of this Meeting's decision and/or
amendments to the Company's Articles of Association in this Meeting's decision to the
competent authorities, as well as to take all necessary actions, in accordance with applicable
laws and regulations.
Eighth agenda decision:
- Approving to pledge the Company's assets, amounting to more than 1/2 or the entirety of
the Company's assets, as collateral for loan facilities that the Company will obtain from
Banks and/or other Financial Institutions, including for the issuance of Bonds and/or Sukuk
in the Capital Market.
Surabaya, 28 June 2024
PT Steel Pipe Industry of Indonesia Tbk
The Board of Directors
Names mentioned 16 people and organisations named in the text · linked when the evidence is strong
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org
SPINDO Tbk
p.1 ×2
unresolved
person
IBNU SUSANTO Vice
· President Director
p.2 ×8
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Financial Services Authority
p.4
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Appointing Mr. Nico Gunawan
· Director
p.5 ×4
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person
Entario Widjaja Susanto Independent
· Commissioner
p.5 ×4
unresolved
person
Bing Hartono Poernomosidi Independent
· Commissioner
p.5 ×2
unresolved
org
PT Steel Pipe Industry
p.6
unresolved
org
Indonesia Tbk
p.6
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