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20240628_GJTL_Ringkasan Risalah//Risalah RUPS_31677056_lamp2.pdf
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ANNOUNCEMENT OF MINUTE SUMMARY
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF THE COMPANY
In order to comply with the provisions of Article 20 paragraph 4 and paragraph 5 of the
Company's Articles of Association, the Company's Directors hereby notify the Summary of
Minutes of the Annual General Meeting of Shareholders ("Meeting") as follows:
A. Meeting :
Day/Date : Wednesday, 26 June 2024
Time : 14.19 – 15.20
Venue : Lune Ballroom - Mezannine Floor,
Movenpick Hotel Jakarta City Centre
Jalan Pecenongan No. 7-17, Jakarta Pusat
Meeting agenda :
1. a. Approval of the Annual Report including ratification of the Annual Financial Report
and Supervisory Duties Report of the Company's Board of Commissioners for
the financial year ending 31 December 2023.
b. Deciding the use of Company profits for the 2023 financial year.
2. Appointment of an Independent Public Accountant to audit the Company's Annual
Financial Report for the 2024 financial year.
3. a. Appointment of members of the Company's Board of Directors and Board of
Commissioners.
b. Determination of duties, authority, salary and other allowances for members of the
Company's Board of Directors as well as determination of honorarium and other
allowances for members of the Company's Board of Commissioners.
B. Board of Directors and Board of Commissioners attending the Meeting:
President Director : Mr Sugeng Rahardjo
Deputy President Director : Mr Budhi Santoso Tanasaleh
Director : Mr Kisyuwono
Director : Mr Hendra Soerijadi
Director : Mr Tan Yee Sin
Director : Mr Ferry Lawrentius Hollen
Independent President Commissioner : Mr Drs. Sutanto
Commissioner : Mr Gautama Hartarto
Commissioner : Ms Juliani Gozali
Independent Commissioner : Mr Drs. Sunaria Tadjuddin
C. The meeting was attended and represented by 2,553,977,849 shares or 73.30% of all
shares with valid voting rights.
D. The Meeting has provided an opportunity for shareholders to ask questions and/or
provide opinions regarding the Meeting agenda.
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E. Number of shareholders or their proxies who asked questions and/or provided opinions
related to the Meeting agenda:
First Event : there were 2 shareholders who asked questions.
Second Event : no shareholders asked questions or provided opinions.
Third Event : no shareholders asked questions or provided opinions.
F. Mechasim of the meeting decision making:
Meeting decisions are made openly and implemented by deliberation to reach
consensus. If deliberation to reach a consensus cannot be reached, decision making is
carried out by voting.
G. Voting results for each Meeting agenda item:
Item Agree Disagree Abstain
2.538.791.391 5.000 15.181.458
1
99,4054% 0,0002% 0,5944%
2.467.721.692 82.782.557 3.473.600
2
96,6227% 3,2413% 0,1360%
2.301.278.413 248.316.236 4.383.200
3
90,1057% 9,7227% 0,1716%
H. Meeting Decision
Meeting Agenda 1:
The meeting with the most votes with a record of 15,181,458 shares abstaining (not
voting), decided:
For item a of the First Meeting agenda:
1. Approve the Company's Annual Report for the 2023 financial year.
2. Ratify the Company's Annual Financial Report for the 2023 financial year, which has
been audited by the Public Accounting Firm "Imelda & Rekan", where Ms. Anna
Karina Wijaya as Partner has been appointed as the Company's Independent Public
Accountant, as stated in Report Number 00102/2.1265/AU .l/04/1766-1/1/III/2024,
dated 27 March 2024, with the opinion "Fair without modification".
3. Approve the Board of Directors' Report and ratify the Supervisory Duties Report of the
Company's Board of Commissioners for the 2023 financial year, as stated in the
Company's Annual Report.
4. With the approval of the Annual Report and ratification of the Company's Annual
Financial Report for the 2023 financial year, in accordance with the provisions of
Article 17 paragraph 3 of the Company's Articles of Association, full release from
responsibility is given to members of the Company's Board of Directors for
management actions and to members of the Company's Board of Commissioners for
the supervisory actions they have carried out during the 2023 financial year, as long
as these actions are reflected in the Company's Annual Report and Annual Financial
Report in the 2023 financial year, except for acts of embezzlement, fraud and other
criminal acts.
For item b of the First Meeting agenda:
Determine the use of the Company's profits for the 2023 financial year as follows:
1. To be distributed as cash dividends for the 2023 financial year, a total of Rp
174,220,430,000,- (one hundred seventy four billion two hundred twenty million four
hundred thirty thousand Rupiah) or Rp. 50,- (fifty Rupiah) per share, for 3,484,408,600
(three billion four hundred eighty four million four hundred eight thousand six hundred)
shares issued by the Company.
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Those entitled to the cash dividend are the Company's shareholders whose names
are recorded in the Company's Register of Shareholders on 8 July 2024 and payment
will be made on 26 July 2024.
In connection with the distribution of cash dividends, the Company's Directors are
authorized to carry out the distribution of dividends in accordance with applicable
regulations and to carry out all necessary actions related to the distribution of such
dividends.
2. To comply with the provisions of article 25 paragraph 1 of the Company's Articles of
Association, an amount of Rp 25,000,000,000 (twenty five billion Rupiah) will be
included in the Company's Reserve Fund.
3. The remainder will be recorded as Retained Earnings.
Meeting Event 2:
The meeting with the most votes with a record of 3,473,600 shares abstaining (not
voting), decided:
Grant authority to the Company's Board of Commissioners to:
1. Based on the recommendation of the Company's Audit Committee, appoint an
Independent Public Accountant who will audit the Consolidated Statement of
Financial Position, Consolidated Statement of Profit and Loss and Other
Comprehensive Income and other parts of the Company's Financial Statements for
the financial year ending 31 December 2024; and
2. Determine the amount of honorarium for the Independent Public Accountant as well as
other requirements regarding the appointment.
Meeting Event 3:
The meeting with the most votes with a record of 4,383,200 shares abstaining (not
voting), decided:
For item a of the Third Meeting agenda :
1. In connection with the term of office of the current members of the Company's Board of
Directors and Board of Commissioners which will end at the close of the Meeting,
appoint the members of the Company's Board of Directors and Board of Commissioners,
with terms of office starting from the closing of the Meeting until the closing of the
Company's second Annual General Meeting of Shareholders, namely in 2026, without
prejudice to the rights of the Company's General Meeting of Shareholders to dismiss at
any time in accordance with the provisions of Article 10 paragraph 2 and Article 13
paragraph 3 of the Company's Articles of Association, with the following structure:
Directors
President Director : Mr Sugeng Rahardjo
Deputy President Director : Mr Budhi Santoso Tanasaleh
Director : Mr Kisyuwono
Director : Mr Hendra Soerijadi
Director : Mr Hui Chee Teck
Director : Mr Tan Yee Sin
Board of Commissioners :
President Commissioner : Mr Drs. Sutanto
Deputy President : Mr Tan Enk Ee
Commissioner
Commissioner : Mr Gautama Hartarto
Commissioner : Mr Sudrajat
Commissioner : Ms Juliani Gozali
Commissioner : Mr Drs. Sunaria Tadjuddin
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2. To fulfill the provisions of Article 13 paragraph 1 of the Company's Articles of
Association, appoint Mr. Sudrajat and Mr. Drs. Sunaria Tadjuddin, as the Company's
Independent Commissioners.
3. Authorize the Company's Directors with the right of substitution, to restate the
decisions taken in the Third Meeting agenda point (a) in a Notarial deed and
subsequently notify the Minister of Law and Human Rights of the Republic of
Indonesia and register it in the Company Register and to this means carrying out all
actions required by applicable laws and regulations.
For item b of the Third Meeting agenda:
1. In accordance with the provisions of Article 11 paragraph 7 of the Company's Articles
of Association, delegate authority to the Company's Directors through a Board of
Directors Meeting, to determine on behalf of the General Meeting of Shareholders
the distribution of duties and authority of each member of the Company's Board of
Directors.
2. In accordance with the provisions of Article 10 paragraph 3 and Article 13 paragraph 4
of the Company's Articles of Association, agree to:
a. delegate authority to the Company's Board of Commissioners to determine the
amount of salaries and other allowances for members of the Company's Board of
Directors.
b. determine the honorarium and other allowances for members of the Company's
Board of Commissioners, which in aggregate shall be adjusted to a maximum of
10% (ten percent) above the amount of honorarium and other allowances
received by each member of the Company's Board of Commissioners for the
previous financial year.
c. delegate authority to the Company's Board of Commissioners to determine the
distribution of honorarium and other allowances between each member of the
Company's Board of Commissioners.
Jakarta, 28 June 2024
The Company’s Directors
Names mentioned 17 people and organisations named in the text · linked when the evidence is strong
unresolved
person
Sugeng Rahardjo Deputy
p.1 ×2
unresolved
person
Budhi Santoso Tanasaleh
p.1 ×4
unresolved
person
Tan Yee Sin
p.1 ×2
unresolved
person
Ferry Lawrentius Hollen Independent
p.1
unresolved
person
Juliani Gozali Independent
p.1 ×2
unresolved
person
Drs. Sunaria Tadjuddin C.
p.1 ×4
unresolved
org
Imelda & Rekan
p.2
unresolved
person
Anna Karina Wijaya
p.2
unresolved
person
Hui Chee Teck
p.3
unresolved
person
Drs. Sutanto Deputy
p.3
unresolved
org
Minister of Law and Human Rights
p.4
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