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Announcement Summary of the Minutes
Annual General Meeting of Shareholders and
Extraordinary General Meeting of Shareholders
PT Adi Sarana Armada Tbk
PT Adi Sarana Armada Tbk, domiciled in North Jakarta (here in after referred to as “Company”), hereby
informs that the Company has held an Annual General Meeting of Shareholders and an Extraordinary General
Meeting of Shareholders (here in after referred to as “Meeting”), with detailed information as follows:
A. Day/Date, Place, Time and Event
Day : Wednesday, 26 June 2024
Place : Harris Hotel Kelapa Gading & Convention – Smiley Room 5th Floor,
Jalan Raya Barat Boulevard No. 13,
East Kelapa Gading Village, Kelapa Gading District,
North Jakarta 14240
Time : Annual General Meeting of Shareholders : 14.27 to 15.00 WIB
Extraordinary General Meeting of Shareholders : 15.09 to 15.30 WIB
Event :
Annual General Meeting of Shareholders
1. Approval and ratification of the Company's Annual Report for the financial year
ending on 31 December 2023 including the Company's Activity Report,
Supervisory Report of the Board of Commissioners and Financial Statements for
the financial year ending on 31 December 2023, as well as granting full release
and discharge of responsibility (acquit et de charge) to the Board of
Commissioners and Board of Directors of the Company for the management and
supervision of the Company during the relevant financial year;
2. Determination of the use of net profit for the financial year ending December 31,
2023 and distribution of cash dividends by taking into account the procedures for
distributing dividends in accordance with capital market regulations;
3. Appointment of a Public Accountant who will audit the Company's financial
statements for the financial year ending December 31, 2024 and granting
authority to determine the honorarium of the Public Accountant and other
requirements;
4. Approval of the determination of salary, honorarium and other benefits for
members of the Board of Commissioners and Board of Directors; and
5. Report on the realization of the use of funds up to the financial year 2023 on the
results of a limited public offering to the Company's shareholders for Capital
Increase by providing Pre-emptive Rights ("PMHMETD I”).
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Extraordinary General Meeting of Shareholders
1. Approval of collateral for most or all of the Company's assets including but not
limited to land, buildings, vehicle units and trade receivables to obtain loans from
financial institutions, including future loan additions for the Company and all of
the Company's business units with a guarantee value and terms and provisions
that are considered good by the Board of Directors of the Company;
2. Discussion of feasibility studies on the basis of additional business activities of
the Company as well as amendments to Article 3 of the Company Articles of
Association in connection with additional business activities of the Company; and
3. Change name of the Company building domicile.
B. Members of the Company's Board of Directors and Board of Commissioners who attended the
Meeting
The meeting was attended by members of the Company's Board of Directors and Board of Commissioners,
namely:
Board of Commissioners :
President Commissioner : Mrs. Erida
Commissioner : Mr. Hertanto Mangkusasono
Independent Commissioner : Mrs. Lindawati Gani
Independent Commissioner : Mrs. Shanti Lasminingsih Poesposoetjipto
Directors :
President Director : Mr. Drs. Prodjo Sunarjanto Sekar Pantjawati
Director : Mr. Jany Chandra
Director : Mr. Tjoeng Suyanto
Director : Mr. Jerry Fandy Tunjungan
C. Meeting Leader
The meeting was chaired by Mrs. Erida as the President Commissioner of the Company.
D. Shareholder Attendance
The Company's Annual General Meeting of Shareholders was attended by shareholders and their proxies
representing 2.912.703.864 shares or 78,91% of the 3.691.137.517 shares which are all shares issued by
the Company.
The Company's Extraordinary General Meeting of Shareholders was attended by shareholders and their
proxies representing 2.912.663.564 shares or 78,90% of the 3.691.137.517 shares which are all shares
issued by the Company.
E. Decision Making Mechanism
For all Meeting agendas that require decisions, vote counting will be carried out by referring to the
provisions of the Company's Articles of Association, Financial Services Authority Regulation Number
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15/POJK.04/2020 concerning Plans and Implementation of General Meeting of Shareholders of Public
Companies ("POJK GMS”) and the Limited Liability Company Law, namely as follows:
1. Meeting decisions are taken based on deliberation to reach a consensus;
2. In the event that a decision based on deliberation to reach a consensus is not reached, then the
decision is taken with the most votes of the number of votes validly cast at the Meeting;
3. For the calculation of the votes of the shareholders present at the Meeting, the shareholders or their
proxies have the right to vote AGREE, DISAGREE or ABSTAIN votes on each agenda item of the
Company;
4. For shareholders or their proxies who are physically present, the chairman of the Meeting will ask
shareholders or their proxies who DO NOT AGREE or ABSTAIN to the proposal submitted to raise their
hands and submit ballots to the Meeting officers, but for shareholders whose votes are cast via E-Proxy
and E-Voting in the system Electronic General Meeting System KSEI (eASY.KSEI) The votes that will be
counted are the votes cast by the shareholders through eASY.KSEI so there is no need to submit ballots
to the Meeting officials. Furthermore, the votes cast by the shareholders or their proxies will be counted
by PT Raya Saham Registra as the Company's Securities Administration Bureau and then verified by a
Notary as an independent public official;
5. Shareholders or shareholders' proxies who are physically present who do not raise their hands to submit
ballots DO NOT AGREE or ABSTAIN to the proposal submitted, are deemed to have approved the
proposal submitted without the Chairman of the Meeting needing to ask the shareholders or their
proxies to raise their hands -each as a sign of agreement, except for the power of attorney of
shareholders whose power of attorney is carried out through the system Electronic General Meeting
System KSEI (eASY.KSEI) whose vote count refers to point 4 above; and
6. In accordance with Article 47 POJK GMS, ABSTAIN votes are deemed to cast the same vote as the
votes of the majority of shareholders who cast votes.
F. Opportunity to Ask Questions and/or Opinions
Shareholders or their proxies who represent them have been given the opportunity to ask questions
and/or provide opinions in writing in each agenda of the Meeting, as stated in the explanation for each
agenda of the Meeting.
G. Decision
In the Annual General Meeting of Shareholders a decision has been taken, namely as set forth in the
"Minutes of the Annual General Meeting of Shareholders of the Company" Number 242 dated 26 June
2024 and the Extraordinary General Meeting of Shareholders has been adopted as stated in the "Minutes
of the General Meeting of Shareholders Extraordinary Company” Number 243 dated 26 June 2024 both of
which were made by Jimmy Tanal, Bachelor of Law, Master of Notary, Notary in Jakarta, which in essence
is as follows:
Results of the Annual General Meeting of Shareholders
First Agenda :
In the First Agenda, there were no shareholders asking questions and the results of the vote count were
obtained as follows:
Events Agree Don’t Agree Abstain Question
2.883.798.848 28.905.016
First - -
(99,008%) (0,992%)
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Thus the Meeting decided:
1. Approve and accept the Company's Annual Report for the 2023 financial year, including the
Supervisory Duties Report of the Company's Board of Commissioners.
2. Ratify the Company's Financial Report for the financial year ending December thirty-first, two
thousand twenty-three (31-12-2023), which has been audited by Public Accountants Purwantono,
Sungkoro & Surja as stated in Independent Auditor's Report No.
00347/2.1032/AU.1/10/06983/1/III/2024 dated 27 March 2024 with a qualified opinion, in all
material respects, of the Group's consolidated financial position as of 31 December 2023 and its
consolidated financial performance and cash flows for the year ended on that date, in accordance
with Financial Accounting Standards in Indonesia.
3. Providing full release and repayment of responsibility ( receipt and charge) to all members of the
Board of Commissioners and Directors for the supervisory and management actions that have been
carried out during the 2023 financial year, as long as these actions are reflected in the Company's
Annual Report and Consolidated Financial Report for the 2023 financial year.
Second Agenda :
In the Second Agenda, there were no shareholders asking questions and the results of the vote count
were obtained as follows:
Events Agree Don’t Agree Abstain Question
2.787.644.948 125.058.916
Second - -
(95,706%) (4,294%)
Thus the Meeting decided:
1. Approved the use of the Company's net profit for the 2023 financial year amounting to IDR
103,766,668,366,- (one hundred three billion seven hundred sixty six million six hundred sixty
eight thousand three hundred sixty six Rupiah) with the following details:
a. amounting to IDR 73,822,750,340,- (seventy three billion eight hundred twenty two million
seven hundred fifty thousand three hundred and forty Rupiah) or Rp. 20 (twenty Rupiah)
per share distributed as cash dividends for the 2023 financial year to the shareholders of the
Company.
b. amounting to IDR 1,000,000,000 (one billion Rupiah) as general reserves in accordance with
the provisions of Article 26 of the Company's Articles of Association and Article 70 of Law
no. 40 of 2007 concerning Limited Liability Companies ("UUPT").
c. the remainder will be used as retained earnings amounting to IDR 28,943,918,026,- (twenty
eight billion nine hundred forty three million nine hundred eighteen thousand twenty six
Rupiah).
2. Grant power and authority to the Company's Directors to further regulate the procedures for
distributing dividends by taking into account the regulations of the Indonesian Stock Exchange.
Third Agenda :
In the Third Agenda, there were no shareholders asking questions and the results of the vote count were
obtained as follows:
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Events Agree Don’t Agree Abstain Question
2.802.469.154 82.619.694 27.615.016
Third -
(96,215%) (2,837%) (0,948%)
Thus the Meeting decided:
Delegate authority and power to the Board of Commissioners to:
1. Appoint and/or replace the Registered Public Accounting Firm at the Financial Services Authority
(including the Registered Public Accountants at the Financial Services Authority who are
members of the Registered Public Accounting Firm) who will audit/examine the Company's books
and records for the financial year ending 31 December 2024 , as well as determining the amount
of honorarium and other conditions regarding the appointment of a Registered Public Accounting
Firm at the Financial Services Authority (including Registered Public Accountants at the Financial
Services Authority who are members of the Registered Public Accounting Firm) by taking into
account the recommendations of the Audit Committee and applicable laws and regulations.
2. Declare that the grant of power and authority is effective from the time the proposal submitted
at this event is approved by the Meeting.
Fourth Agenda :
In the Fourth Agenda, there were no shareholders asking questions and the results of the vote count were
obtained as follows:
Events Agree Don’t Agree Abstain Question
2.787.644.848 125.059.016
Fourth - -
(95,706%) (4,294%)
Thus the Meeting decided:
1. Give authority to the Board of Commissioners, which currently also carries out Nomination and
Remuneration functions, to determine the honorarium, bonuses and/or other allowances for
members of the Company's Board of Commissioners for the 2024 financial year with a maximum
of IDR 1,000,000,000 (one billion Rupiah).
2. Grant authority to the Board of Commissioners, which currently also carries out the Company's
Nomination and Remuneration function, to determine salaries, bonuses and/or other allowances
for members of the Company's Directors.
Fifth Agenda :
There is no question and answer session and decision making on the Fifth Event.
Resolutions of the Extraordinary General Meeting of Shareholders
First Agenda :
In the First Agenda, there were no shareholders asking questions and the results of the vote count were
obtained as follows:
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Events Agree Don’t Agree Abstain Question
2.883.584.895 24.798.969 4.279.700
First -
(99,002%) (0,851%) (0,147%)
Thus the Meeting decided:
1. Agree to guarantee most or all of the Company's assets including but not limited to building land,
vehicle units and business receivables to obtain loans from Financial Institutions, along with
additional additional loans in the future for the Company and all of the Company's business units
with the collateral value and terms and conditions specified viewed favorably by the Company's
Directors.
2. Agree to give authority to the Company's Board of Directors to carry out every action that is
necessary, deemed necessary/good and required in order to carry out the transaction plan
including but not limited to signing every document, making changes and/or additions to
documents in whatever form is reasonably necessary, submitting and sign all applications and
other necessary documents, and take other actions that may be required related to the
transaction plan.
Second Agenda :
In the Second Agenda, there were no shareholders asking questions and the results of the vote count
were obtained as follows:
Events Agree Don’t Agree Abstain Question
2.810.939.964 101.723.600
Second - -
(96,508%) (3,492%)
Thus the Meeting decided:
1. Receive a feasibility study regarding plans to increase the Company's business activities, as is
evident from the Feasibility Study Report on plans to increase business activities supporting the
Provision of Human Resources and Management of the Company's Human Resources Functions
prepared by KJPP Ruky, Safrudin, and Partners;
2. Approved to amend Article 3 of the Company's Articles of Association regarding the Aims and
Objectives and Business Activities of the Company to be as follows:
AIMS AND OBJECTIVES AND BUSINESS ACTIVITIES
Article 3
Approved to amend Article 3 of the Company's Articles of Association regarding the Aims and
Objectives and Business Activities of the Company to be as follows:
1. The Company's aims and objectives are to operate in the fields of:
- Rental and Leasing Activities Without Option Rights for Cars, Buses, Trucks and the Like
(KBLI No. 77100).
- Wholesale Trade in Used Cars (KBLI No. 45102).
- Motorized Transportation for General Goods (KBLI No. 49431).
- Rental and Leasing Activities Without Option Rights for Land Transportation Equipment
Not Four or More Wheeled Motorized Vehicles (KBLI No. 77311).
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- Transportation Consultancy Activities (KBLI No. 70202).
- Car Repair (KBLI No. 45201).
- Provision of Human Resources and Management of Human Resources Functions (KBLI
78300).
2. To achieve the aims and objectives above, the Company may carry out the following business
activities:
i. Main business activities:
a. rental and leasing activities without option rights (operational leasing) of all
types of land transportation equipment without an operator such as cars, trucks
and tow trucks.
b. wholesale trade in used cars, including special cars (such as ambulances,
caravans, microbuses, fire engines, etc.), lorries, trailers, semi-trailers and
various other motorized transport vehicles.
c. goods transportation operations using motorized vehicles and can transport
more than one type of goods, such as transportation by truck, pick-up, open
tub and closed tub (box).
d. rental and leasing activities without option rights (operational leasing) all types
of non-motorized land transportation equipment with four or more wheels (cars,
buses, trucks and the like) without an operator, such as motorbikes, caravans,
campers, railroad vehicles and the like. This group also includes container rental
businesses.
ii. Supporting business activities:
a. transportation consultancy activities, including conveying views, suggestions,
preparing feasibility studies, planning, supervision, management and research
in the field of transportation, both land, sea and air. Including port security
management.
b. Car repair and maintenance businesses, such as mechanical repairs, electrical
repairs, electronic injection system repairs, regular servicing, car body repairs,
motor vehicle parts repairs, spraying and painting, glass and window repairs
and motor vehicle seat repairs. Including repairs, installation or replacement of
tires and pipes, anti-rust treatment, installation of parts and accessories that
are not part of the manufacturing process and other maintenance efforts.
c. activities of providing human resources and human resource management
services to employers. This activity is devoted to carrying out human resources
and personnel management tasks. This activity presents workers' work history
in matters relating to wages, taxes and other financial and resource matters
including worker/labor service providers.
3. Agree to authorize the Company's Directors with the right of substitution to carry out all
necessary actions in connection with these changes, including but not limited to changing the
contents of Article 3 of the Articles of Association and restating the contents of the Articles in the
Company's Articles of Association, signing documents/letters - a letter, stating and/or setting out
the Meeting's decision in a notarial deed and then taking all actions deemed necessary with
nothing being excluded in accordance with the applicable laws and regulations.
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Third Agenda :
In the Third Agenda, there were no shareholders asking questions and the results of the vote count were
obtained as follows:
Events Agree Don’t Agree Abstain Question
2.908.383.364 4.280.200
Thrid - -
(99,853%) (0,174%)
Thus the Meeting decided:
Approved to change the name of the Company's domicile building. So that henceforth the Company's
domicile address will be as follows:
Samudera Kirana Building, 6th Floor, Jalan Yos Sudarso No. 88, Sunter Jaya Village, Tanjung Priok District,
North Jakarta 14350
Jakarta, June 26, 2024
PT ADI SARANA ARMADA Tbk
DIRECTOR
Names mentioned 12 people and organisations named in the text · linked when the evidence is strong
unresolved
person
Hertanto Mangkusasono Independent
p.2
unresolved
person
Lindawati Gani Independent
· Commissioner
p.2 ×2
unresolved
person
Drs. Prodjo Sunarjanto Sekar Pantjawati
p.2 ×2
unresolved
person
Jany Chandra
p.2
unresolved
person
Jerry Fandy Tunjungan C.
p.2
unresolved
org
Financial Services Authority
p.2 ×5
unresolved
org
PT Raya Saham Registra
p.3
unresolved
org
KJPP Ruky
p.6
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