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20240628_HDFA_Ringkasan Risalah//Risalah RUPS_31676824_lamp3.pdf
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PT RADANA BHASKARA FINANCE Tbk
CIBIS Nine Building 11th Floor Suite W-16
Jl. TB Simatupang No.2 Rt.001/Rw.005
Kel Cilandak Timur, Kec Pasar Minggu
Jakarta 12560
T +62 21 5099 1088
Mitra andal, sahabat Anda F +62 21 5099 1089
SUMMARY OF MINUTES OF MEETING
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT RADANA BHASKARA FINANCE TBK
The Board of Directors of PT Radana Bhaskara Finance Tbk, domiciled in South Jakarta (hereinafter
referred to as "Company"), has held:
An Extraordinary General Meeting of Shareholder, on:
Day / Date : Wednesday, June 26, 2024
Waktu : 11.38 WIB – 12.09 WIB
Tempat : Cibis Nine Building Mezzanine floor, JL. TB Simatupang No. 2, West Cilandak,
South Jakarta.
The agenda of the Extraordinary General Meeting of Shareholder is:
1. Approval of the Company's plan to issue Bonds or Medium Term Notes (MTN) or other debt
instruments with terms and conditions deemed appropriate by the Company's Board of
Directors, including by pledging a significant portion or all of the Company's assets in connection
with the issuance of such bonds or MTN or other debt instruments, while complying with
applicable regulations.
2. Approval of guaranteeing more than 50% (fifty percent) or all of the Company's net assets in
order to obtain loans from Banks, venture capital companies, financing companies,
infrastructure financing companies, or the public for the issuance of securities and/or Bonds in
the Capital Market.
3. Approval of increasing the Company's capital through the mechanism of Preemptive Rights-
Free Capital Increase (PMTHMETD) up to a maximum of 10% of the Company's paid-up capital,
in accordance with the prevailing regulations in the capital market sector.
(hereinafter referred to as "the Meeting").
For the Company, Notary Mala Mukti, S.H., L.L.M., a Notary in Jakarta, has prepared the Summary of
the Extraordinary General Meeting of Shareholders of PT Radana Bhaskara Finance Tbk Number
115/Srt/VI/2024 dated June 26, 2024.
I. Compliance with Meeting Procedures
1. Notification regarding the plan to hold and agenda of the Meeting to the Financial Services
Authority (OJK) on May 13, 2024;
2. Announcement to shareholders regarding the convening of the Meeting was made on May 20,
2024;
3. Information Disclosure announcement to shareholders regarding the plan for Capital Increase
Without-Preemptive Rights on May 20, 2024;
4. Notification for the Meeting was issued on June 4, 2024;
5. Announcement of Information Disclosure of changes and/or restatement to shareholders
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PT RADANA BHASKARA FINANCE Tbk
CIBIS Nine Building 11th Floor Suite W-16
Jl. TB Simatupang No.2 Rt.001/Rw.005
Kel Cilandak Timur, Kec Pasar Minggu
Jakarta 12560
T +62 21 5099 1088
Mitra andal, sahabat Anda F +62 21 5099 1089
regarding the plan for Preemptive Rights-Free Capital Increase on June 7, 2024.
The announcement, notification, and information disclosure to the Company's shareholders were made
through the Indonesia Stock Exchange (BEI) website, the Company's website, and the eASY.KSEI
website.
II. Attendence of Members of the Board of Directors and Board of Commissioners of the
Company
Board of Commissioners:
President Commissioner concurrently serving as Independent Commissioner: Ir. Gottfried
Tampubolon*
Commissioner : Chan Kiat
Commissioner : Sigit Priambodo
Independent Commissioner : Rahardja Alimhamzah
Board of Directors:
President Director : Lim Eng Khim*
Director : Rizalsyah Riezky
Director : Josephine Regina Dameria Sambajon
Director : Setiawan Nurtjahja*
Sharia Supervisory Board : Ikhwan Abidin Basri
*) Appointment of Mr. Lim Eng Khim as President Director and Mr. Setiawan Nurtjahja as Director
and able to carry out their respective actions, duties and functions after receiving a letter of approval
for passing the fit and proper test from the OJK.
III. Shareholders Attendance
Shareholders of the Company or their valid proxies representing 6.328.829.730 (six billion three
hundred twenty eight million eight hundred twenty nine thousand seven hundred thirty) shares or
96,7349% (nine six point seven three four nine percent) of 6,542,445,783 (six billion five hundred
forty-two million four hundred forty-five thousand seven hundred eighty-three) shares, which
constitute all valid voting shares issued by the Company, based on the Company's Shareholder
List as of June 30, 2024, closed at 16:00 WIB (Western Indonesian Time).
IV. Submission of Questions and/or Options
Shareholders and their proxies were given the opportunity to ask questions and/or give opinions
on each agenda item of the Meeting, but no shareholders or proxies raised any questions or gave
any opinions.
V. Decision Making Mechanism
All decisions of the Meeting are made through deliberation to reach consensus. In the event that
consensus cannot be reached, decisions will be made by voting.
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PT RADANA BHASKARA FINANCE Tbk
CIBIS Nine Building 11th Floor Suite W-16
Jl. TB Simatupang No.2 Rt.001/Rw.005
Kel Cilandak Timur, Kec Pasar Minggu
Jakarta 12560
T +62 21 5099 1088
Mitra andal, sahabat Anda F +62 21 5099 1089
VI. Voting
1. For the first and second agenda items, the quorum requirement as stipulated in Article 23
paragraph (1) letter c of the Company's Articles of Association, and Article 102 in conjunction
with Article 89 of the Company Law (UUPT), applies. The Meeting is deemed valid and can
make valid and binding decisions if attended by shareholders representing at least 3/4 (three-
quarters) of the total number of valid voting shares issued by the Company.
2. For the third agenda item, the quorum requirement as stipulated in Article 23 paragraph (9)
letter a of the Company's Articles of Association applies. The Meeting is deemed valid and can
make valid and binding decisions if more than 1/2 (half) of the total number of valid voting
shares held by independent shareholders and shareholders who are not affiliated with the
Company, members of the Board of Directors, members of the Board of Commissioners, major
shareholders, or controllers (hereinafter referred to as "Independent Shareholders") are present
or represented at the Meeting.
VII. Result of the Voting for Each Agenda
Agenda Agree Abstain Disagree
Agenda-1 6.043.824.630 0 5.000
Agenda-2 6.043.824.630 0 5.000
Agenda-3 285.000.100 0 5.000
VIII. Meeting Decisions
First Agenda
1. Approve the Company's plan to issue bonds or Medium Term Notes (MTN) or other debt
instruments, from the closing of this Meeting until the closing of the Company's Annual
General Meeting of Shareholders in 2025, including by pledging a significant portion or all of
the Company's assets in connection with the issuance of such bonds or MTN or other debt
instruments, in accordance with applicable regulations.
2. Authorize the Board of Directors of the Company, with the approval of the Board of
Commissioners of the Company, to take all necessary actions related to the issuance of
bonds or MTN or other debt instruments, including by pledging a significant portion or all of
the Company's assets in connection with the issuance of such bonds or MTN or other debt
instruments, with terms and conditions deemed appropriate by the Board of Directors, to
prepare and/or request the preparation of all documents related to the issuance of such debt
instruments, to seek approvals and/or make reports and perform registrations required by the
authorities related to the issuance of bonds or MTN or other debt instruments, without
exception, in compliance with prevailing regulations including those in the Capital Market
sector.
Second Agenda
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PT RADANA BHASKARA FINANCE Tbk
CIBIS Nine Building 11th Floor Suite W-16
Jl. TB Simatupang No.2 Rt.001/Rw.005
Kel Cilandak Timur, Kec Pasar Minggu
Jakarta 12560
T +62 21 5099 1088
Mitra andal, sahabat Anda F +62 21 5099 1089
1. Approve the pledging and/or transfer/release of a significant portion or all of the Company's
assets for the purpose of obtaining loans and/or funding, both domestic and international,
from the closing of this Meeting until the closing of the Company's Annual General Meeting
of Shareholders in 2025, in accordance with applicable laws and regulations.
2. Authorize the Board of Commissioners of the Company to pledge and/or transfer/release a
significant portion or all of the Company's assets for the purpose of obtaining loans and/or
funding, both domestic and international, in connection with the implementation of this
decision, in accordance with applicable laws and regulations.
3. Approve granting authority and power to the Board of Directors of the Company, with the
approval of the Board of Commissioners of the Company, to take all necessary actions related
to the pledging and/or transfer/release of a significant portion or all of the Company's assets
for the purpose of obtaining loans and/or funding, both domestic and international, with terms
and conditions deemed appropriate by the Board of Directors, to prepare and/or request the
preparation of all documents related to such pledging and/or transfer/release, to seek
approvals and/or make reports, and to perform registrations required by the authorities related
to such pledging and/or transfer/release, without exception, in compliance with prevailing laws
and regulations including those in the Capital Market sector.
Third Agenda
1. Approve the Company's plan to increase its capital through the mechanism of Capital
Increase Without Preemptive Rights (PMTHMETD) by issuing up to 654,244,578 (six hundred
fifty-four million two hundred forty-four thousand five hundred seventy-eight) shares at the
PMTHMETD exercise price to be determined at a price deemed appropriate by the
Company's Board of Directors, while adhering to applicable laws and regulations in the capital
market sector.
2. Following the implementation of PMTHMETD, approve the increase of the Company's issued
and paid-up capital from the initial amount of 6,542,445,783 (six billion five hundred forty-two
million four hundred forty-five thousand seven hundred eighty-three) shares, with a total
nominal value of IDR 654,244,578,300 (six hundred fifty-four million two hundred forty-four
thousand five hundred seventy-eight thousand three hundred Indonesian Rupiah), to a
maximum of 7,196,690,361 (seven billion one hundred ninety-six million six hundred ninety
thousand three hundred sixty-one) shares, with a total nominal value of up to IDR
719,669,036,100 (seven hundred nineteen billion six hundred sixty-nine million thirty-six
thousand one hundred Indonesian Rupiah);
3. Approve granting authority and power to the Board of Commissioners of the Company to
declare, in a separate deed before a notary, the certainty of the number of shares issued and
subscribed to by the Company for each issuance of new shares under the PMTHMETD and
declare the composition of the Company's share ownership after the implementation of
PMTHMETD;
4. Grant authority and power to the Board of Directors of the Company to issue new shares in
accordance with PMTHMETD;
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PT RADANA BHASKARA FINANCE Tbk
CIBIS Nine Building 11th Floor Suite W-16
Jl. TB Simatupang No.2 Rt.001/Rw.005
Kel Cilandak Timur, Kec Pasar Minggu
Jakarta 12560
T +62 21 5099 1088
Mitra andal, sahabat Anda F +62 21 5099 1089
5. Grant authority and power to the Board of Commissioners of the Company, with substitution
rights to the Board of Directors of the Company, to undertake all necessary actions in
connection with the increase of the Company's issued and paid-up capital in relation to
PMTHMETD, including but not limited to:
i. Amending Article 4 paragraph 2 of the Company's Articles of Association and taking all
actions deemed necessary to implement the decisions of this Third Meeting Agenda, and
simultaneously authorizing the Board of Directors to restate this Meeting's decisions in a
notarial deed and subsequently notify changes to the Company's Articles of Association
to the Ministry of Law and Human Rights of the Republic of Indonesia, as well as making
any changes that may be requested or considered by the authorities for approval;
ii. Undertaking all and any actions required in connection with PMTHMETD, including (a)
determining the use of funds obtained from PMTHMETD, (b) recording the Company's
shares issued and fully paid-up on the Indonesia Stock Exchange in compliance with
applicable laws and regulations in the capital market sector, and (c) registering the
Company's shares in Collective Custody in accordance with the Regulations of the
Indonesian Central Securities Depository and applicable laws and regulations in the
capital market sector.
Jakarta, June 28, 2024
PT Radana Bhaskara Finance Tbk
Board of Directors
PT Radana Bhaskara Finance Tbk | Cibis Nine Building 11th Floor Suite W-16
Jl. TB Simatupang No.2 RT.001/RW.005 Cilandak Timur, Pasar Minggu,
Jakarta 12560.
www.radanafinance.co.id | corp@radanafinance.co.id
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Names mentioned 14 people and organisations named in the text · linked when the evidence is strong
unresolved
person
Notary Mala Mukti
p.1
unresolved
org
Financial Services Authority
p.1
unresolved
org
Indonesia Stock Exchange
p.2 ×2
unresolved
person
Ir. Gottfried
· Commissioner
p.2
unresolved
org
Ministry of Law and Human Rights
p.5
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