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20240628_MUTU_Ringkasan Risalah//Risalah RUPS_31676894_lamp2.pdf
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PT MUTUAGUNG LESTARI Tbk.
(“Company”)
Announcement of the Result of
Annual General Meeting of the Shareholders and Extraordinary General Meeting of Shareholders
The Board of Directors, domiciled in Depok, hereby inform that the Company has conducted the Annual General Meeting of
the Shareholders (AGMS) and the Extraordinary General Meeting of Shareholders (EGMS), both hereinafter referred to as the
"Meeting") on Wednesday, June 26, 2024, at Raffles Hotel Jakarta, Dian Ballroom A, Level 11, Ciputra World 1, Jl. Prof. Dr. Satrio
Kavling 3-5, South Jakarta 12940, with the following Meeting Summary:
A. Members of the Board of Commissioners and the Board of Directors present at the Meeting:
Firdaus – President Commissioner
M. Indra Permana – Commissioner
Herliana Dewi – Independent Commissioner
Arifin Lambaga – President Director
Sumarna – Director of Finance
Irham Budiman – Director
B. Quorum of Meeting Attendance
Shareholders present at the AGMS accounted of 2,377,266,300 (two billion three hundred seventy-seven million two hundred
sixty-six thousand three hundred) shares, representing 75.64% (seventy-five point sixty-four percent), and present at
EGMSaccounted of 2,437,441,100 (two billion four hundred thirty-seven million four hundred forty-one thousand one hundred)
shares, representing 77.55% (seventy-seven point fifty-five percent) of the total 3,142,872,214 (three billion one hundred forty-
two million eight hundred seventy-two thousand two hundred fourteen) shares issued by the Company, thus the Meeting met
the quorum requirement, then can be proceed to resolve any valid decision
C.
Agenda for the Annual General Meeting of Shareholders is as follows:
1. Approval of the Company's Annual Report including the Company's Activity Report, the Board of Commissioners'
Supervisory Report, and the Ratification of the Company's Financial Statements for the Fiscal Year 2023.
2. Allocation of the Company's Net Profit for the Fiscal Year 2023.
3. Appointment of a Public Accounting Firm to audit the Company's Financial Statements for the Fiscal Year 2024.
4. Determination of Salaries/Honorariums and Allowances for the Fiscal Year 2024 and Tantiems for the Fiscal Year 2023.
5. Report on the Use of Funds from the Initial Public Offering in 2023.
The Agenda for the Extraordinary General Meeting of Shareholders is as follows:
1. Amendment of Article 3 of the Company's Articles of Association concerning the Purpose and Objectives of the
Company.
2. Changes to the Composition of the Company's Board of Commissioners.
3. Changes to the Composition of the Company's Board of Directors.
D. Question and Answer Session at the Annual General Meeting of Shareholders
Before making decisions, the Chairperson of the Meeting provided an opportunity for Shareholders or Shareholders' Proxies to
ask questions and/or provide opinions on each agenda item of the Meeting, except for the fifth agendano resolution required ,
as it is deemed as a report. There are 3 (three) questions addressed by one Shareholders and/or its proxy/representative
respectively on the FIrste and Second Agenda of AGM. However, there were no Shareholders or Shareholders' Proxies who
raised questions on any agenda item during the EGMS.
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E. Meeting Resolutions
The resolutions made at the Annual General Meeting of Shareholders are as follows:
First Agenda Item
The decision-making outcomes Disagree: 0 shares = 0%
conducted in the Meeting and also Abstain: 0 shares = 0%
through eASY.KSEI are as follows: Agree: 2,377,266,300 shares = 100%
Therefore, the meeting unanimously decided:
The decision on the first agenda 1. Approveand accept the Company's Annual Report including the Supervisory Report of
item of the Annual General the Company's Board of Commissioners for the fiscal year 2023.
Meeting of Shareholders was as 2. Approve the ratification of the Company's Financial Statements for the fiscal year
follows: ending December 31, 2023, which have been audited by the Public Accounting Firm
PAUL HADIWINATA, HIDAJAT, ARSONO, RETNO, PALILINGAN & PARTNERS with an
"Unqualified Opinion" in all material respects as stated in the Auditor's Report dated
March 18, 2024, with referenve no: No. 00548/2.1133/AU.1/05/1669-1/1/III/2024
3. Approve to grant full release and discharge (acquit et de charge) to the members of the
Board of Directors and the Board of Commissioners of the Company from any liability
for management and supervisory actions that carried during the fiscal year ended
onDecember 31, 2023, to the extent that such actions are recorded in the Company's
notes and books and are reflected in the Annual Report and Financial Statements for
the fiscal year ended December 31, 2023, except for any acts of fraud, embezzlement,
or other criminal acts.
Second Agenda Item
The decision-making outcomes Disagree: 0 shares = 0%
conducted in the Meeting and also Abstain: 0 shares = 0%
through eASY.KSEI are as follows: Agree: 2,377,266,300 shares = 100%
Therefore, the meeting unanimously decided:
The decision on the second agenda 1. Approve the use of the current year's profit attributed to the parent entity's owners for
item of the Annual General the fiscal year 2023 amounting to IDR 30,956,678,091 (thirty billion nine hundred fifty-
Meeting of Shareholders was as six million six hundred seventy-eight thousand ninety-one Rupiah) to be allocated as
follows:
follows:
- Distributed as a final cash dividend to shareholders at IDR 3 (three Rupiah) per share,
totaling IDR 9,428,571,600 (nine billion four hundred twenty-eight million five hundred
seventy-one thousand six hundred Rupiah), in accordance with Law Number 40 of 2007
concerning Limited Liability Companies ("UUPT"), as well as applicable regulations in
the Capital Market and the Exchange regulation.
- The remaining net profit after the deduction of the final cash dividend is IDR
21,473,734,180 (twenty-one billion four hundred seventy-three million seven hundred
thirty-four thousand one hundred eighty Rupiah) allocated to increase the company's
retained earnings.
2. Approve to grant authority and power to the Board of Directors to arrange the
procedures for the payment of the aforementioned cash dividends, including but not
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limited to determining the payment schedule, and to take all other necessary actions in
connection with the payment of the final cash dividend in accordance with applicable
laws and regulations.
Third Agenda Item
The decision-making outcomes Disagree: 0 shares = 0%
conducted in the Meeting and also Abstain: 0 shares = 0%
through eASY.KSEI are as follows: Agree: 2,377,266,300 shares = 100%
Therefore, the meeting unanimously decided:
The decision on the third agenda 1. Approve the reappointment of the Public Accounting Firm PAUL HADIWINATA,
item of the Annual General HIDAJAT, ARSONO, RETNO, PALILINGAN & REKAN to audit the Company's Financial
Meeting of Shareholders was as Statements for the fiscal year ending on December 31, 2024, while adhering to
follows:
applicable laws and regulations.
2. Approve granting authority and power to the Board of Commissioners to appoint and
determine another Independent Public Accounting Firm registered with the Financial
Services Authority to audit the Company's Consolidated Financial Statements for the
fiscal year ending on December 13, 2024, for the purposes and interests of the
Company, should PAUL HADIWINATA, HIDAJAT, ARSONO, RETNO, PALILINGAN &
REKAN for any reason be unable to perform its duties.
3. Approve granting authority and power to the Board of Commissioners to determine the
honorarium or the amount of audit fees and other requirements for PAUL
HADIWINATA, HIDAJAT, ARSONO, RETNO, PALILINGAN & REKAN or any other
appointed Independent Public Accounting Firm.
Fourth Agenda Item
The decision-making outcomes Disagree: 0 shares = 0%
conducted in the Meeting and also Abstain: 0 shares = 0%
through eASY.KSEI are as follows: Agree: 2,377,266,300 shares = 100%
Therefore, the meeting unanimously decided:
The decision on the fourth agenda 1. Approve the delegation of authority to the Company's Board of Commissioners to
item of the Annual General determine the salary and other allowances for the members of the Company's Board of
Meeting of Shareholders was as Directors;
follows:
2. Approve the establishment of honorariums and other allowances for the members of
the Company's Board of Commissioners to be at least equal to the previous fiscal year;
3. Approve the delegation of authority to the Company's Board of Commissioners to
determine the distribution of salaries, honorariums, and other allowances among each
member of the Board of Directors and Board of Commissioners.
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Fifth Agenda Item
The decision-making outcomes Disagree: 0 shares = 0%
conducted in the Meeting and also Abstain: 0 shares = 0%
through eASY.KSEI are as follows: Agree: 2,377,266,300 shares = 100%
Therefore, the meeting unanimously decided:
The decision on the fifth agenda The Fifth Agenda Item is a report purpose, thus no decision was taken.
item of the Annual General The Company's Board of Directors has presented a report on the Use of Funds from the
Meeting of Shareholders was as Public Offering (IPO). The total funds obtained fromIPO of the Company’s sharrs , after
follows: deducting issuance costs, amounted to IDR 97,262,262,797 (ninety-seven billion two
hundred sixty-two million two hundred sixty-two thousand seven hundred ninety-seven
Rupiah). During the year 2023, a total of IDR 15,200,000,000 (fifteen billion two hundred
million Rupiah) of the IPO funds have been utilized. These funds have been allocated for
various strategic development activities, including research and development initiatives
that we believe will create an added value to the company and its shareholders. As of May
31, 2024, the total amount of IPO funds used is IDR 44,671,760,670 (forty-four billion six
hundred seventy-one million seven hundred sixty thousand six hundred seventy Rupiah).
II. EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
First Agenda Item
The decision-making outcomes Disagree: 0 shares = 0%
conducted in the Meeting and also Abstain: 51,300,000 shares = 2.5%
through eASY.KSEI are as follows: Agree: 2,386,141,100 shares = 97.5%
Therefore, the meeting unanimously decided:
The decision on the first agenda Approve the amendment to Article 3 of the Company's Articles of Association concerning
item of the Extraordinary General the Purpose and Objectives of the Company, such that Article 3, paragraphs (1) and (2) of
Meeting of Shareholders was as the Company's Articles of Association shall henceforth be as follows:
follows:
1. The purpose and objective of the Company is to operate in the field of Services
2. To achieve the aforementioned purpose and objective, the Company may conduct
business activities as follows:
A. MAIN BUSINESS ACTIVITIES:
1. Certification Services - 71201
2. Laboratory Testing Services - 71202
3. Periodic Inspection Services - 71203
4. Calibration/Metrology Services – 71205
B. SUPPORTING BUSINESS ACTIVITIES:
- Technical Installation Inspection Services – 71204
- Other Technical Analysis and Testing – 71209
- Other Supporting Activities for Electricity – 35129
- Other Supporting Activities for Mining and Quarrying – 09900
- Supporting Activities for Petroleum and Natural Gas Mining – 09100
- Other Remediation, Waste Management, and other waste materials up Services –
39000
- Treatment and Disposal of Hazardous and Non-Hazardous Waste – 38211
- Treatment and Disposal of Hazardous Waste – 38220
- Other Professional, Scientific, and Technical Activities N.E.C. – 74909
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- Forest Protection and Nature Conservation Services – 02402
- Other Management Consulting Activities – 70209
- Transportation Consulting Activities – 70202
2. Approve granting authority and power of substitution to the Board of Directors to
perform all necessary actions related to the decisions of this meeting's agenda items in
a Notarial Deed and subsequently to submit it to the relevant authorities for approval
and/or acknowledgement of notification of the amendments to the Articles of
Association. Furthermore, to perform all acts deemed necessary and useful for the said
purposes without any exceptions, including making additions, corrections, and/or
changes to the amendments of the Articles of Association if required and/or mandated
by the competent authorities.
Second Agenda Item
The decision-making outcomes Disagree: 0 shares = 0%
conducted in the Meeting and also Abstain: 51,300,000 shares = 2.5%
through eASY.KSEI are as follows: Agree: 2,386,141,100 shares = 97.5%
Therefore, the meeting unanimously decided:
The decision on the second agenda 1. Approve the respectful dismissal of Mr. Firdaus as the President Commissioner of the
item of the Extraordinary General Company effective until the closingof this meeting;
Meeting of Shareholders was as 2. Approve the respectful dismissal of Mr. Mohamad Indra Permana as a Commissioner of
follows:
the Company effective until the closing of this meeting;
3. Approve the respectful dismissal of Mrs. Herliana Dewi as an Independent
Commissioner of the Company effective until the closingof this meeting;
4. Approve the full release and discharge of responsibilities (acquit et de charge) to Mr.
Firdaus, Mr. Mohamad Indra Permana, and Mrs. Herliana Dewi for their supervisory
actions during their tenure until the closing of this meeting, as long as these actions are
reflected in the Company’s books and with the approval due obtained from the
Company's Annual General Meeting of Shareholders.
5. Approve the appointment of Mr. Mohamad Indra Permana as the President
Commissioner of the Company from the closing of this meeting until the Annual
General Meeting of Shareholders for the fiscal year 2026 to be held in 2027;
6. Approve the appointment of Mr. Firdaus as a Commissioner of the Company from the
closing of this meeting until the Annual General Meeting of Shareholders for the fiscal
year 2026 to be held in 2027;
7. Approve the appointment of Mrs. Ir Gati Wibawaningsih as an Independent
Commissioner of the Company from the closing of this meeting until the Annual
General Meeting of Shareholders for the fiscal year 2026 to be held in 2027.
-thus, the composition of the Board of Commissioners are as follows:
President Commissioner : Mr. Mohamad Indra Permana
Commissioner : Mr. Firdaus
Independent Commissioner : Mrs. Gati Wibawaningsih
8. Approve to grant authority and power to the Board of Directors wih the roghts of
substitution to carry out all necessary actions related to the decisions of this meeting's
agenda items in a Notarial Deed and subsequently to submit it to the competent
authorities for approval and/or acknowledgment of notification of changes to the
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Articles of Association. Furthermore, to undertake all actions deemed necessary and
useful for these purposes without exception, including making additions, corrections,
and/or changes to the amendments of the Articles of Association if required and/or
mandated by the competent authorities.
Third Agenda Item
The decision-making outcomes Disagree: 0 shares = 0%
conducted in the Meeting and also Abstain: 51,300,000 shares = 2.5%
through eASY.KSEI are as follows: Agree: 2,386,141,100 shares = 97.5%
Therefore, the meeting unanimously decided:
The decision on the third agenda 1. Approve the appointment of Mrs. Herliana Dewi as the Director of Business
item of the Extraordinary General Development and Marketing of PT Mutuagung Lestari Tbk from the closing of this
Meeting of Shareholders was as meeting until the Annual General Meeting of Shareholders for the fiscal year 2026,
follows:
which will be held in 2027. Thus,, the composition of the Company's Board of Directors
as follows:
- President Director: Mr. Arifin Lambaga
- Director: Mr. Sumarna
- Director: Mr. Irham Budiman
- Director: Mrs. Herliana Dewi
2. Approve to grant authority and power to the Board of Directors with the rifgt of
substitution to carry out all necessary actions related to the decisions of this meeting's
agenda items in a Notarial Deed and subsequently to submit it to the competent
authorities for approval and/or acknowledgment of notification of changes to the
Articles of Association. Furthermore, to undertake all actions deemed necessary and
useful for these purposes without exception, including making additions, corrections,
and/or changes to the amendments of the Articles of Association if required and/or
mandated by the competent authorities.
This announcement of the meeting summary is made to fulfill the requirements of Article 51 of the Financial Services Authority
Regulation No. 15/POJK.04/2020.
Jakarta, June 28, 2024
PT Mutuagung Lestari Tbk.
BOARD OF DIRECTORS
Names mentioned 12 people and organisations named in the text · linked when the evidence is strong
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PALILINGAN & REKAN
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Financial Services Authority
p.3 ×2
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Ir Gati Wibawaningsih
· Commissioner
p.5 ×2
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Firdaus Independent
p.5
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