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20240701_CSAP_Ringkasan Risalah//Risalah RUPS_31677288_lamp2.pdf
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ANNOUNCEMENT OF
SUMMARY OF MINUTES OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS (“AGMS”)
AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS (“EGMS”)
PT CATUR SENTOSA ADIPRANA Tbk
The Board of Directors of PT Catur Sentosa Adiprana Tbk, domiciled in West Jakarta (hereinafter referred to as
“the Company” hereby announces the Summary of Annual General Meeting of Shareholders (“AGMS”) and
Extraordinary General Meeting of Shareholders (“EGMS”) of the Company, which were convened on Thursday,
27 June 2024, at PT Catur Sentosa Adiprana Tbk - CSA Academy, Jl. Daan Mogot Raya KM 14 – West Jakarta
11730, with the following summary of minutes :
ANNUAL GENERAL MEETING OF SHAREHOLDERS (“AGMS”)
I.The Meeting was opened at 14.42 PM
II.THE ATTENDANCE OF THE BOARD OF COMMISSIONERS AND THE BOARD OF DIRECTORS OF THE COMPANY
AGMS was attended by members of the Board of Commissioners and Board of Directors of the Company as
follows :
Board of Commissioners :
President Commissioner : Mr. Achmad Widjaja
Commissioner : Mr. Kenneth Ng Shih Yek
Commissioner : Mr. Seow Han Yong, Justin (*)
Commissioner : Mr. Paramate Nisagornsen (*)
Independent Commissioner : Mr. Justinus Aditya Sidharta
Independent Commissioner : Mrs. Henny Ratnasari Dewi
Board of Directors :
President Director : Mr. Budyanto Totong (*)
Director : Mr. Antonius Tan
Director : Mr. Andy Totong
Director : Mr. Warit Jintanawan
Director : Mrs. Surjati Tanril
(*) participate in the Meeting via video conference which allows them to see and hear the progress of the
Meeting.
III.CHAIRMAN OF THE MEETING
AGMS was led by Mr. Achmad Widjaja as President Commissioner appointed by the Board of Commissioners of
the Company in accordance with the Board of Commissioners’ Resolution.
IV.ATTENDANCE QUORUM
The AGMS of the Company was attended by the shareholders and/or their proxies representing 5,473,051,156
shares or 96,303% of 5,683,175,151 shares which constitute the entire shares having legal voting right issued by
the Company.
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V.OPPORTUNITY TO ASK QUESTIONS AND/OR RENDER OPINION The Chairman of the Meeting offered the opportunity to the shareholders and/or proxy of shareholders to ask questions and/or render opinions in regards to the Agenda of the Meeting through submission of questions and/or opinion done directly in the Meeting or Electronically via eASY.KESI application. Agenda 1 to 5: No shareholders and/or proxy of shareholders asked questions and/or render opinions. VI. RESOLUTIONS ADOPTION MECHANISM The resolutions of the General Meeting of Shareholders were adopted based on amicable deliberation to reach mutual consensus. In the case that amicable deliberation to reach mutual consensus failed to be achieved, then the resolutions were adopted by voting with due observance to the attendances quorum and resolution quorum provisions. Resolutions adoption mechanism can be done by Direct in the Meeting or by Electronic in eASY.KESI application. VII.RESOLUTIONS OF THE MEETING 1. AGENDA 1 Approval and Ratification of the Annual Report for the 2023 financial year including the Company Activity Report, Board of Commissioners Supervision Report and Audited Consolidated Financial Report of the Company and Subsidiaries for the financial year ending December 31, 2023. Voting Result : Affirmative Vote Abstain Vote Non-Affirmative Vote 5,472,926,056 (99.998%) 125,100 (0.002%) 0% The Meeting with total Affirmative Vote represents 100% of the total votes casted at the Meeting resolved : a.Approve and ratify the Company's Annual Report for the 2023 financial year including the Company's Activity Report, Board of Commissioners Supervision Report and Audited Consolidated Financial Report of the Company and Subsidiaries for the 2023 financial year which have been audited by Purwantono, Sungkoro & Surja Public Accounting Firm (member firm Ernst & Young Global Limited) in accordance with its Report No. 00328/2.1032/AU.1/05/0685-4/1/III/2024 dated March 26, 2024. b.Provide full release and discharge of responsibility (acquit et de charge) to members of the Company’s Board of Directors for management actions and to members of the Company’s Board of Commissioners for supervisory actions that have been carried out during the 2023 financial year, as long as these actions are reflected in the Annual Report and Account Audited Consolidated Financials of the Company and its Subsidiaries and supporting documents. 2.AGENDA 2 : Determination of the Use of the Company's Net Profits for the 2023 financial year. Voting Result : Affirmative Vote Abstain Vote Non-Affirmative Vote 5,473,051,156 (100%) 0% 0% The Meeting with total Affirmative Vote represents 100% of the total votes casted at the Meeting resolved : a.Approve the use of the Company's Net Profits for the 2023 financial year or Total Comprehensive Income for the Current Year Attributable to Owners of the Parents Entity for the 2023 financial year amounting to IDR191,521,953,358.00 (one hundred ninety one billion five hundred twenty one million nine hundred and fifty three thousand three hundred and fifty eight rupiah) as follows:
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i. Amounting to IDR39,782,226,057.00 (thirty nine billion seven hundred eighty two million two hundred
twenty six thousand fifty seven rupiah) or 20.77% (twenty point seven seven percent) of the Company's
profit/net profit 2023 financial year or Total Comprehensive Income for the Current Year Attributable to
the Owners of the Parent Entity, distributed as cash dividends to the Company's shareholders whose
names are recorded in the Register of Shareholders on the date determined by the Board of Directors
(Recording Date), so that each share will receive a cash dividend of IDR7.00 (seven rupiah);
ii. An amount of IDR200,000,000.00 (two hundred million rupiah) is allocated and recorded as mandatory
reserve funds to fulfill the provisions of Article 25 of the Company's Articles of Association and Article 70
of Law No. 40 of 2007 concerning Limited Liability Companies;
iii. The remaining 2023 Net Profit whose use is not determined strengthen the Company's working capital;
b.Grant power and authority to the Company’s Board of Directors to carry out all and any necessary actions in
connection with decisions mentioned above, including but not limited to determining the Recording Date
and procedures for distributing dividends in accordance with the provisions and/or applicable laws and
regulations.
3.AGENDA 3 :
Appointment of a Public Accountant and/or Public Accounting Firm to audit the Company’s Consolidated
Financial Statements for the 2024 financial year.
Voting Result :
Affirmative Vote Abstain Vote Non-Affirmative Vote
5,473,051,156 (100%) 0% 0%
The Meeting with total Affirmative Vote represents 100% of the total votes casted at the Meeting resolved :
a.Delegate authority to the Company's Board of Commissioners with substitution rights taking into account the
considerations of the Company's Audit Committee to appoint a Public Accounting Firm registered with the
Financial Services Authority ("OJK") (including Public Accountants Registered with the OJK who are members
of the Public Accounting Firm) to carry out an audit of the Company's Consolidated Financial Statements for
the 2024 financial year and to appoint a replacement Public Accountant and/or Public Accounting Firm or
dismiss the appointed Public Accountant and/or Public Accounting Firm, if for any reason the Public
Accountant and/or Public Accounting Firm those who have been appointed are unable to carry out/complete
their duties.
b.Give full authority to the Company's Directors with the approval of the Company's Board of Commissioners
to determine the honorarium of the Public Accountant and/or Public Accounting Firm along with the
conditions for their appointment.
4.AGENDA 4 :
Determination of the salaries, honorarium and other allowances for members of the Company’s Board of
Directors and Board of Commissioners for the 2024 financial year.
Voting Result :
Affirmative Vote Abstain Vote Non-Affirmative Vote
5,473,051,156 (100%) 0% 0%
The Meeting with total Affirmative Vote represents 100% of the total votes casted at the Meeting resolved :
a.Give authority to the Company's Board of Commissioners to determine salaries and other allowances for
members of the Company's Board of Directors who serve in and during the 2024 financial year, considering
recommendations from the Company's Nomination and Remuneration Committee.
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b.Approve and determine the honorarium and other allowances for the Company's Board of Commissioners
serving in and during the 2024 financial year with an increase not exceeding 5% (five percent) of that
received by the Company's Board of Commissioners in the 2023 financial year, and grant authority and
power to the Meeting the Board of Commissioners and to determine the allocation, considering
recommendations from the Company's Nomination and Remuneration Committee.
5.AGENDA 5 :
Report on the Realization of Use of Funds ("LRPD") Results of the Limited Public Offering II in the context of
Additional Capital with Pre-emptive Rights (PMHMETD) of the Company in 2023.
Voting Result :
Affirmative Vote Abstain Vote Non-Affirmative Vote
5,473,051,156 (100%) 0% 0%
The Meeting with total Affirmative Vote represents 100% of the total votes casted at the Meeting resolved :
Accept the Report on the Realization of Use of Funds ("LRPD") from the Limited Public Offering II in context of
Capital Increase with Pre-emptive Rights (PMHMETD) of the Company until December 31, 2023.
VIII.The Meeting was closed at 15.47 PM
IX.SCHEDULE AND PROCEDURE FOR CASH DIVIDEND PAYMENT
In accordance with the Resolution of the 2nd Agenda of the AGMS as mentioned above, where the AGMS has
decided to pay the Cash Dividend from the Company's Net Profits for the 2023 financial year or Total
Comprehensive Income for the Current Year Attributable to the Owners of the Parent Entity for the 2023
financial year of IDR39,782,226,057.00 (thirty-nine billion seven hundred eighty-two million two hundred
twenty-six thousand fifty-seven rupiah) or in the amount of Rp.7.00, - (seven rupiah) per share which will be
distributed among 5,683,175,151 shares of the Company, it is hereby notified of the schedule and procedure
for distributing cash dividends for the 2023 financial year is as follows:
Schedule of cash dividend payment :
1. Cum Dividend at the Reguler and Negotiation Market : 5 July 2024
2. Cum Dividend at the Cash Market : 9 July 2024
3. Ex.Dividend at the Reguler and Negotiation Market : 8 July 2024
4. Ex.Dividend at the Cash Market : 10 July 2024
5. Recording Date : 9 July 2024
6. Cash Dividend Payment : 31 July 2024
PROCEDURE FOR CASH DIVIDEND PAYMENT :
1. Cash dividend will be paid to the shareholders whose names are registered in the Company’s Shareholder
Register on 9 July 2024 (Recording Date) and/or to the shareholders who hold the Company’s shares at the
sub-securities account at PT Kustodian Sentral Efek Indonesia (KSEI) at the closing of trading at the
Indonesia Stock Exchange on 9 July 2024.
2. For the shareholders whose shares are kept in collective custody at KSEI, the cash dividend shall be paid
according to the schedule above, it will be carried out by way of book-entry through KSEI, and then KSEI will
distributed it to the account of Rekening Dana Nasabah (RDN) at Securities Companies and/or Custodian
Banks where the shareholders opened their accounts. Whereas for the shareholders whose shares are not
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kept in the collective custody at KSEI, the cash dividend payment will be transferred to the shareholders’
account.
3. The cash dividend is subject to tax in accordance with the prevailing tax regulation.
4. Based on the applicable tax laws and regulations, the cash dividend will be excluded from the tax object if it
is received by the shareholders of the domestic corporate taxpayer (“WP Badan DN”) and the Company
does not deduct Income Tax on cash dividends paid to the DN corporate taxpayer. Cash dividends received
by shareholders of domestic individual taxpayers (“WPOP DN”) will be excluded from the tax object as long
as the dividends are invested in the territory of the Unitary State of the Republic of Indonesia. For WPOP
DN that does not meet the investment provisions as mentioned above, the dividends received by the DN
concerned will be subject to income tax ("PPh") in accordance with the provisions of the applicable laws
and regulations, and the PPh must be deposited by the WPOP DN concerned in accordance with with the
provisions of Government Regulation No. 9 of 2021 concerning Tax Treatment to Support the Ease of Doing
Business.
5. Shareholders of the Company can obtain confirmation of dividend payments through a securities company
and or custodian bank where Shareholders of the Company open a securities account, then the
shareholders of the Company must be responsible for reporting the dividend receipts referred to in tax
reporting for the relevant tax year in accordance with the laws and regulations applicable taxation.
6. For Shareholders who are Overseas Taxpayers whose tax deductions will use rates based on the Double
Taxation Avoidance Agreement ("P3B") are required to fulfill the requirements of Director General of Taxes
Regulation No. PER-25/PJ/2018 concerning Procedures for Implementing Double Taxation Avoidance
Agreements and submitting documents as proof of record or receipt of DGT/Domicile Certificate which
have been uploaded to the Directorate General of Taxes website to KSEI or BAE PT Datindo Entrycom with
submission deadlines in accordance with KSEI regulations , without these documents, cash dividends paid
will be subject to Income Tax Article 26 of 20%
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS (“EGMS”)
I.The Meeting was opened at 15.54 PM
II.THE ATTENDANCES OF THE BOARD OF COMMISSIONERS AND THE BOARD OF DIRECTORS OF THE COMPANY
EGMS was attended by members of the Board of Commissioners and the Board of Directors of the Company as
follows :
Board of Commissioners :
President Commissioner : Mr. Achmad Widjaja
Commissioner : Mr. Kenneth Ng Shih Yek
Commissioner : Mr. Seow Han Yong, Justin (*)
Commissioner : Mr. Paramate Nisagornsen (*)
Independent Commissioner : Mr. Justinus Aditya Sidharta
Independent Commissioner : Mrs. Henny Ratnasari Dewi
Board of Directors :
President Director : Mr. Budyanto Totong (*)
Director : Mr. Antonius Tan
Director : Mr. Andy Totong
Director : Mr. Warit Jintanawan
Director : Mrs. Surjati Tanril
(*) participate in the Meeting via video conference which allows them to see and hear the progress of the
Meeting.
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III.CHAIRMAN OF THE MEETING
EGMS was led by Mr. Achmad Widjaja as President Commissioner appointed by the Board of Commissioners of
the Company in accordance with the Board of Commissioners’ Resolution.
IV.ATTENDANCE QUORUM
The EGMS of the Company was attended by the shareholders and/or their proxies representing 5,473,051,256
shares or 96,303% of 5,683,175,151 shares which constitute the entire shares having legal voting right issued by
the Company.
V.OPPORTUNITY TO ASK QUESTIONS AND/OR RENDER OPINION
The Chairman of the Meeting offered the opportunity to the shareholders and/or proxy of shareholders to ask
questions and/or render opinions in regards to the Agenda of the Meeting through submission of questions
and/or opinion done directly in the Meeting or Electronically via eASY.KESI application.
Agenda of the Meeting:
No shareholders and/or proxy of shareholders asked questions and/or render opinions.
VI.RESOLUTIONS ADOPTION MECHANISM
The resolutions of the General Meeting of Shareholders were adopted based on amicable deliberation to reach
mutual consensus.
In the case that amicable deliberation to reach mutual consensus failed to be achieved, then the resolutions
were adopted by voting with due observance to the attendances quorum and resolution quorum provisions.
Resolutions adoption mechanism can be done by Direct in the Meeting or by Electronic in eASY.KESI application.
VII.RESOLUTIONS OF THE MEETING
AGENDA :
Guarantee the Company’s assets and/or assets with a value of more than 50% of the Company's equity in
connection with obtaining funding for the Company and its subsidiaries.
Voting Result :
Affirmative Vote Abstain Vote Non-Affirmative Vote
5,469,075,756 (99.927%) 100 (0,000%) 3,975,400 (0.073%)
The Meeting with total Affirmative Vote represents 99.927% of the total votes casted at the Meeting
resolved :
1. Agree to pledge the Company’s assets and/or properties with a value of more than 50% of the Company’s
equity in connection with obtaining funding for the Company and the Company’s subsidiaries.
2. Grant authority and power to the Company’s Directors or Corporate Secretary with the rights of
substitution, to express/state the decision in a deed made before a Notary, as well as carry out all and any
necessary action in accordance with applicable laws and regulations.
VIII.The Meeting was closed at 16.01 PM
Jakarta, 1 July 2024
PT Catur Sentosa Adiprana Tbk
Board of Directors
Names mentioned 18 people and organisations named in the text · linked when the evidence is strong
unresolved
person
Justinus Aditya Sidharta Independent
p.1 ×4
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org
Young Global Limited
p.2
unresolved
org
Financial Services Authority
p.3
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.4
unresolved
org
Indonesia Stock Exchange
p.4
unresolved
org
Directorate General of Taxes
p.5
unresolved
org
PT Datindo Entrycom
p.5
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