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20240628_SWID_Ringkasan Risalah//Risalah RUPS_31676812_lamp2.pdf
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ANNOUNCEMENT OF
SUMMARY MINUTES OF ANNUAL GENERAL MEETING SHAREHOLDERS
PT Saraswanti Indoland Development Tbk
Directors of PT Saraswanti Indoland Development Tbk. (The “Company”) hereby informs that the Company
has held the Annual General Meeting of Shareholders for the 2023 Financial Year (“Meeting”), on Wednesday,
June 26th, 2024, at 14:15 AM – 15:31 PM, at the The Alana Yogyakarta Hotel & Convention Center, Jl. Palagan
Tentara Pelajar KM.7, Sleman, DIY.
The meeting was attended by the following Boards of Commissioners and Directors:
Board of Commissioners Board of Directors
President : Noegroho Hari Hardono President Director : Bogat Agus Riyono
Commissioner Director : Agung Cucun Setiawan
Independent : Roossusetyo Director : Gentina Ratna Octanti
Commissioner
Director : Yohanes Indro Laksono
Shareholders and/or their proxies who attended the Meeting recorded 5,042,263,400 (Five Billion Forty Two
Million Two Hundred Sixty Three Thousand Four Hundred) shares, equivalent to 93.6907% (Ninety Three
Point Six Thousand Nine Hundred And Ninety Seven Percent) of the total number of shares issued by the
Company amounting to 5,385,019,201 (Five Billion Three Hundred Eighty Five Million Nineteen Thousand
Two Hundred And One) shares.
Meeting Rules
• Shareholders or their proxies can ask questions and/or opinions relating to the meeting agenda being
discussed before voting.
• The vote of abstention is deemed to cast the same vote as the majority of Shareholders who cast a vote.
• Voting is conducted physically by raising hands and electronically using the eASY.KSEI system.
• The company has appointed an independent party, Notary Lucky Suryo Wicaksono, S.H., M.Kn., M.H.
and the Securities Administration Bureau PT Bima Registra, in calculating and/or validating votes.
• Meeting resolutions have been stated in the minutes of summary No. 44/VI/NOT/2024 date June 28th,
2024, made by Notary Lucky Suryo Wicaksono, S.H., M.Kn., M.H.
Meeting Decisions
1st Agenda Approval for the Annual Report including Ratification of the Company's
Financial Statements, and Approval of the Board of Commissioners
Supervisory Report for the financial year ended December 31 st, 2023 and
granting full release and discharge of responsibility to the Board of
Directors and the Board of Commissioners for the management and
supervision of the Company that have been carried out during the financial
year ended on December, 31st, 2023.
Questions/Suggestions -
Voting Agree Disagree Abstain
5,045,263,400 shares - -
Decision 1. Received and approve the Company's Annual Report for the
financial year ending December 31st, 2023 including the Board of
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Directors Report, the Company's Board of Commissioners
Supervisory Report for the 2023 financial year, and Ratification of
the Company's and Subsidiaries Consolidated Financial
Statements which have been audited by a Public Accounting Firm
Paul Hadiwinata, Hidajat, Arsono, Retno, Palilingan & Partners as
referred to in their Report Number 00505/2.1133/AU.1/05/0345-
3/1/III/2024 dated March 24th, 2024, on the financial statements for
the 2022 Fiscal Year with the opinion, "Reasonably, in all material
respects, the financial position of PT Saraswanti Indoland
Development Tbk as of December 31st, 2023, as well as its
financial performance and cash flows are in accordance with
Indonesian Financial Accounting Standards."
2. At the same time providing full release and adventure of
responsibility (acquit et de charge) to the Board of Directors and
the Board of Commissioners for the management and supervision
of the Company that has been carried out during the 2023 Fiscal
Year, as long as it is not a crime or violation of applicable laws and
legal procedures and is recorded in the company's financial
statements and does not conflict with laws and regulations.
2nd Agenda Approval for the use of Current Year Company's Net Profit according to
Company's Financial Statements as of December 31st, 2023.
Questions/Suggestions -
Voting Agree Disagree Abstain
5,045,263,400 shares - -
Decision 1. Determine the distribution of dividends in the amount of
IDR5.888.960.697,- (Five Billion Eight Hundred Eighty Eight
Million Nine Hundred Sixty Thousand Six Hundred and Ninety
Seven Rupiah) which will be distributed in the form of cash
dividends, whose names are recorded in the Register of Company
Shareholders on July 8th, 2024 at 16.00 West Indonesia Time
(“Recording Date”), taking into account Indonesia Stock Exchange
regulations for trading shares on the Indonesia Stock Exchange,
provided that for the Company's shares that are in collective
custody, the following conditions apply:
• Cum Dividend in the Regular and Negotiation Market on
July 4th, 2024
• Ex Cash Dividend at the Regular and Negotiation Market
on July 5th, 2024
• Cum Dividend in Cash Market on July 8th, 2024
• Ex Cash Dividend at the Cash Market on July 9th, 2024
Payment of cash dividends to eligible shareholders will be made
no later than July 26th, 2024.
2. Determine the Company's reserve funds to fulfill the requirements
of Article 70 paragraph (1) of the Company Law in the amount of
IDR6,300,000,000,- (Six Billion Three Hundred Million Rupiah);
3. Determine the remaining net profit for the year for the financial
year ending December 31st, 2023 is recorded as retained earnings
by the Company or retained earnings.
4. Give power to the Board of Directors of the Company to carry out
everything related to the dividend distribution mentioned above by
the prevailing laws and regulations.
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3rd Agenda Submission of Realized Use of Fund from the Public Report Offering for
December, 2023 period.
Questions/Suggestions -
Voting Agree Disagree Abstain
5,045,263,400 shares - -
Decision 1. Received and approved the submission of realization of the use of
proceeds report from the public offering for the December 2023
period.
4th Agenda Approval for the delegation of Company's Board of Commissioners
authority to appoint a Public Accounting Firm registered with the OJK in
order to conduct examinations and audits of the historical financial
statements for the financial year ending on December 31st, 2024, and the
delegation of authority to Company's Directors to determine the amount of
honorarium and other terms of appointment.
Questions/Suggestions -
Voting Agree Disagree Abstain
5,045,263,400 shares - -
Decision 1. Appoint a Public Accounting Firm registered on the Financial
Services Authority that will audit the Company's books for the
2024 financial year and;
2. Determine the criteria for the Public Accountant Office to audit the
Company's financial statements for the 2024 financial year in
accordance with applicable regulations, and authorize the
Company's Directors to determine the honorarium and other
requirements for the Public Accountant Office.
5th Agenda Approval for granting authority to the Company's Board of Commissioners
to determine the amount of salary, allowances and other facilities for
members of Company's Board of Directors and Board of Commissioners.
Questions/Suggestions -
Voting Agree Disagree Abstain
5,045,263,400 shares - -
Decision 1. Approved the delegation of authority to the Company's Board of
Commissioners to determine salaries and other benefits, the
amount which is determined by the General Meeting of
Shareholders.
2. Approved the granting of authority to the President Commissioner
to determine the salary or honorarium and other benefits for
members of the Board of Commissioners by taking into account
the proposal and recommendations from the Nomination and
Remuneration Committee to be subsequently determined by the
Board of Commissioners.
6th Agenda Approval for Amendments to the Company's Articles of Association.
Questions/Suggestions -
Voting Agree Disagree Abstain
5,045,263,400 shares - -
Decision 1. Approve and ratify the resignation of Mrs. Ratri Paramita from her
position as Marketing Director, effective from the closing date of
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this Meeting and grant release and settlement (acquit et decharge)
for the management and/or supervision actions she has carried out
throughout 2023 until the closing date This meeting, as long as the
actions are reflected in the Company's financial reports.
2. Approved changes to the composition of the Board of Directors as
of the closing date of this Meeting to become as follows:
Board of Directors
President Director : Mr. Bogat Agus Riyono
Director : Mrs. Gentina Ratna Octanti
Director : Mr. Yohanes Indro Laksono
Director & Corporate Secretary: Mr. Agung Cucun Setiawan
3. Grant power and authority to the Company's Board of Directors to
take all necessary actions in connection with changes to the
composition of the Board of Directors, without exception in
accordance with applicable laws and regulations.
Procedure for Cash Dividends Distribution
1. Cash dividends will be distributed to the Shareholders whose names are recorded in the Company’s
Register of Shareholders on July 8th, 2024, until 16:00PM Western Indonesia Time (“Record Date”).
2. For a Shareholder whose shares are placed in the collective custody of PT Kustodian Sentral Efek
Indonesia (“KSEI”), the cash dividends will be distributed by KSEI no later than July 26th, 2024
through the Securities Company and/or the Custodian Bank with which the Shareholder opened a
securities account. A confirmation of the proceeds from cash dividends distribution will be provided
by KSEI to the Securities Company and/or the Custodian Bank with which the Shareholder has opened
a securities account. Furthermore, the Shareholder will obtain information regarding the cash
dividends’ distribution from the Securities Company and/or the Custodian Bank with which the
Shareholder has opened a securities account.
3. The cash dividends to be paid to a Shareholder with status as a Domestic Taxpayer (“Wajib Pajak
Dalam Negeri, or WPDN”) will not be subject to Income Tax withholding, whereas the cash dividends
to be paid to a Shareholder with status of Foreign Taxpayer (“Wajib Pajak Luar Negeri, or WPLN”)
will subject to Income Tax withholding in accordance with the applicable tax provisions as of the
Record Date. The Income Tax obligation arising in connection with the dividends received by the
Shareholder with status of WPDN constitutes the responsibility of the relevant Shareholder and must
be fulfilled by the relevant Shareholder with status of WPDN on their own.
4. A Shareholder with WPDN status in the form of legal entity, that has not provided the Taxpayer
Identification Number (“Nomor Pokok Wajib Pajak, or NPWP”) to the Securities Company and/or the
Custodian Bank with which the Shareholder has opened a securities account, such Shareholder is
required to provide the NPWP to KSEI through the Securities Company and/or the Custodian Bank
with which the Shareholder has opened a securities account, no later than July 8th, 2024, at 16:00 PM
Western Indonesia Time.
5. A Shareholder with WPLN status from a country with which the Republic of Indonesia has entered
into a Double Taxation Agreement (“DTA”) or Tax Treaty, may take advantage of withholding tax with
a lower rate (according to DTA), being less than the normal rate of Income Tax withholding (“PPh, or
Income Tax”) of 20% provided that such Shareholder meets the requirements stipulated in Regulation
of the Directorate General of Taxes No. PER-25/PJ/2018 dated 21 November 2018 concerning the
Procedure for Implementing of DTAs, namely by submitting a Certificate of Domicile (“CoD”) of
WPLN in the form of the original DGT form, which has been filled out correctly, completely, clearly,
signed, and certified by the competent officer in the country of the counterparty (if there is no
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validation, such document may be substituted with the original Certificate of Residence (“CoR”) in
English language to KSEI in accordance with the provisions stipulated by KSEI). However, if during
the year 2022, WPLN has conducted a transaction and has provided the original DGT form
accompanied by the CoR to a Taxpayer in Indonesia, the CoD in the form of the DGT Form may be
substituted with a softcopy of the CoD Receipt that has been registered on the e-CoD official website.
If the said document has not been submitted by the time limit determined by KSEI, then the payment
of cash dividends to a Shareholder with WPLN status will be subject to Income Tax withholding under
Article 26 at the maximum rate imposed of 20%.
6. According to the provisions of the current tax regulations, the dividends received by Domestic
Individual Taxpayer (“Wajib Pajak Orang Pribadi Dalam Negeri, or WPODN”) are no longer deducted
from Income Tax and are excluded as tax objects, as long as the dividends are invested in Indonesia
within a certain period of the time, and there is an obligation to submit an investment realization report.
Furthermore, if the WPOPDN does not meet the investment requirements, then the dividends received
by the WPOPDN is payable with income tax when the dividends is received/earned and must be paid
by the WPOPDN itself; as regulated in Government Regulation No. 9 of 2021 (“PP9”) and Minister
of Finance Regulation No. 18 of 2021 (“PMK18”).
7. The Income Tax withholding is carried out in accordance with the applicable tax regulations on the
Record Date. If a new tax regulation is issued after the Income Tax withholding is made but applies
retroactively to the Record Date, and resulting overwithholding of Income Tax, then the settlement of
the refund of the overwithheld tax is carried out through a tax refund mechanism that should not be
payable in accordance with the applicable tax provisions (as of the date of this announcement is
published, namely Regulation of the Minister of Finance No. 187/PMK.03/2015) which is carried out
by each Shareholder affected by the regulation.
8. For a Shareholder whose shares are placed in the collective custody of KSEI, the proof of withholding
tax for cash dividends can be collected at the Securities Company and/or the Custodian Bank with
which the Shareholder has opened a securities account. For any holder of shares with physical
certificates, the proof of withholding tax for cash dividends can be collected at the Company’s
Securities Administration Bureau, namely PT BIMA REGISTRA, Satrio Tower, 9th floor Zone AA,
Jalan Prof. Dr. Satrio Block C4, Kav. 6-7, Kuningan Setiabudi, South Jakarta – 12950, Indonesia,
Telp.:(+6221) 25984818.
9. The Securities Company and/or the Custodian Bank that retains the electronic records of the
Company’s shares that are placed in the collective custody of KSEI are kindly requested to provide
the Shareholders’ data and any documents showing their tax status to KSEI within the period
determined by the provisions of KSEI.
10. In the event of any tax issues hereafter arising or any claims in relation to the cash dividends already
paid out to and received by the Shareholders whose shares are placed in the collective custody of
KSEI, other than the circumstances described above, the relevant Shareholders are kindly requested
to settle the issues or claims with the Securities Company and/or the Custodian Bank with which the
Shareholders have opened a securities account in accordance with applicable tax provisions.
Sleman, June 28th, 2024
PT Saraswanti Indoland Development Tbk
Board of Directors
Names mentioned 16 people and organisations named in the text · linked when the evidence is strong
unresolved
person
Notary Lucky Suryo Wicaksono
p.1 ×2
unresolved
org
PT Bima Registra
p.1 ×2
unresolved
org
Palilingan & Partners
p.2
unresolved
org
Indonesia Stock Exchange
p.2 ×2
unresolved
org
Financial Services Authority
p.3
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.4
unresolved
org
Directorate General of Taxes No. PER-
p.4
unresolved
org
Minister of Finance
p.5
unresolved
person
Prof. Dr. Satrio Block C
p.5
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