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20240628_UNIQ_Ringkasan Risalah//Risalah RUPS_31676567_lamp2.pdf
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ANNOUNCEMENT OF
THE SUMMARY OF MINUTES OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT ULIMA NITRA TBK
In order to comply with the provisions of Article 49 paragraph (1). Article 51 paragraph (2) of the
Financial Services Authority Regulation Number 15/POJK.04/2020 concerning the Plan and
Implementation of the General Meeting of Shareholders of a Public Company (“POJK 15.2020”), PT
Ulima Nitra Tbk (the “Company”) hereby announces the Summary of Minutes of the Annual
General Meeting of Shareholders (“AGMS”) (in this summary of minutes, the AGMS shall be
referred to as the “Meeting”). This Summary of Minutes of Meeting contains information in
accordance with the provisions of Article 15 paragraph (1) of POJK15/2020 as follows :
A. Date, Place, Time and Agenda
Day / Date : Wednesday, 26th 2024
Place : Ballroom Hotel The 101 Palembang
Jalan Rajawali No. 18, 9 Ilir Timur Palembang
Time : 09.00 WIB – 10.30 WIB
Agenda of the Meeting :
1. Approval and ratification of the Company's Annual Report for the financial year ended
31 December 2023 including the Company's Activity Report, the Board of
Commissioners' Supervisory Report and Financial Report for the financial year ended 31
December 2023, as well as granting full release and discharge of responsibilities (acquit
et al. de charge) to the Board of Commissioners and the Board of Directors of the
Company for their supervisory and management actions during the financial year ended
December 31, 2023;
2. Approval of the use of incomes of the company's activities for the financial year ended
on December 31, 2023;
3. Approval for the appointment of the Company's Public Accountant for the fiscal year
2024;
4. Determination of Salary/Honorarium, Other Benefits and Tantiem for Members of the
Board of Commissioners of the Company by Nomination and Remuneration Committee
and Determination of Salary/Honorarium, Other Benefits and Tantiem for Members
Directors of the Company by Board of Commissioners;
5. Approval to guarantee the Company's assets and/or properties for loan facilities to be
obtained by the Company from banks and/or other financial institutions.
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B. Members of the Board of Directors and Board of Commissioners who attended in the
Meeting
Board of Directors
President Director : Mr. Burhan Tjokro
Director : Mr. Ulung Wijaya
Board of Commissioners
President Commissioners : Mrs. Mertje Tjokro
Commissioners : Mr. Supandi Widi Siswanto
C. Number of shares with valid voting rights that attended or were represented by their
proxies at the Meeting and the percentage of the total issued shares being 3.138.983.000
shares
In the Meeting, the number of shares with valid voting rights that attended and/or were
represented whether physically or electronically through eASY.KSEI are as follows :
- Number of shares : 2.716.940.400
- Percentage : 86,55%
Thus, based on the General Register of Shareholders as of June 3rd 2024, the quorum of the
Meeting has been fulfilled and is in accordance with the provisions of Article 13 of the
Company’s Articles of Association. Article 43 of POJK 15/2020.
D. Notification, Announcement, and Invitation of the Meeting
The procedure for conducting the Meeting in accordance with the provisions of Article 13,
Article 14 and Article 17 of POJK 15/2020. Article 12 of the Company’s Article of Association,
has been applied to the Shareholders, as follows :
▪ Announcement of the Meeting on May, 20th 2024 to the Financial Services Authority
(OJK) as well as through PT Bursa Efek Indonesia’s website, the Company’s website
and the eASY.KSEI’s website; and
▪ Invitation to the Meeting on June, 4th 2024 through PT Bursa Efek Indonesia’s website,
the Company’s website and the eASY.KSEI’s website
E. The Chair of the Meeting
The Meeting was chaired by Mrs. Mertje Tjokro as an President Commissioners based on
Board of Commissioners Decision Letter : 003/UN-DK-KEP/V/2024.
F. Opportunity to ask questions and/or opinions related to the agenda of the Meeting
In the agenda of the Meeting mentioned above, the shareholders and/or their proxies have
been given the opportunity to ask questions and/or provide opinions regarding the agenda
of the Meeting.
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G. The number of shareholders who asked questions and/or gave opinions regarding the
entire agenda of the Meeting
The Company has provided an opportunity for shareholders or their proxies to submit
questions. However, at the time of the Meeting, there were no questions and/or opinions
submitted from the shareholders or the shareholders proxies.
H. Mechanism of decision-making in the Meeting
The decisions-making mechanism in the Meeting was conducted by deliberation for
consensus. However, if deliberation for consensus was not reached, then the decisions
would be made by voting openly.
I. Result of decision-making in the Meeting
The votes casted in the voting for decision-making throughout the Meeting agenda have
been counted and validated by an independent party namely Ibu Eti Mulyati, S.H., M.Kn., as
a Notary with a percentage of the number of shares with valid voting rights that attended
or were represented at the Meeting, with the following results :
Agenda Total of Votes
Affirmative Negative Abstain
First 2.716.940.400 shares None None
represented 100%
Second 2.716.940.400 shares None None
represented 100%
Third 2.716.940.400 shares None None
represented 100%
Fourth 2.716.940.400 shares None None
represented 100%
Fifth 2.716.940.400 shares None None
represented 100%
J. Meeting Resolution
1. First Agenda :
a. Approving and receiving for the Annual Report of the Company's Board of
Directors regarding to the activities and operations of the Company including
but unlimited to the results achieved during the financial year ending on
December 31, 2023, the Supervisory Report of the Company's Board of
Commissioners for the financial year 2023 as well as providing approval and
ratification of The Company's Financial Statements for the financial year ended
December 31, 2023 which has been audited by the Public Accounting Firm
MIRAWATI SENSI IDRIS & Partners.
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b. Approving for the granted of full release and discharge of responsibility (volledig
acquit et de Charge) to the members of the Company's Board of Directors for
management actions and members of the Company's Board of Commissioners
for supervisory actions that have been carried out in the financial year ending on
December 31, 2023, as long as these actions reflected on the Annual Report and
recorded in the Company's Financial Statements and is not a criminal act or a
violation of the provisions of the applicable laws and regulations.
2. Second Agenda :
a. The final dividend distribution will be paid for each share issued by the Company
which is recorded in the Company's Register of Shareholders on the recording
date which will be determined by the Board of Directors in the amount of Rp.
12.493.152.340 (Twelve Billion Four Hundred Ninety Three Thousand One
Hundred Fifty Two Thousand Three Hundred Forty Rupiah) with a payout ratio of
29,41% of net profit which can be distributed to shareholders with details as
follows :
i. Rp. 12.493.152.340 (Twelve Billion Four Hundred Ninety Three Thousand
One Hundred Fifty Two Thousand Three Hundred Forty Rupiah) or the
equivalent of IDR 3.98 (Three Point Ninety Eight Rupiah) per share
distributed to shareholders as dividends;
ii. Board of Directors will deduct dividend tax in accordance with applicable
tax regulations for dividend payments.
iii. The Board of Directors is given the power and authority to determine
matters relating to the implementation of dividend payments, including
(but not limited to) :
a) Determine the recording date referred to in point (1) to
determine the Company's shareholders who are entitled to
receive dividend payments for the 2023 financial year; And
b) Determining the implementation date of dividend payments for
the 2023 financial year, and other technical matters without
prejudice to the Stock Exchange regulations where the Company's
shares are listed.
b. Set aside reserves as stipulated by Article 25 of the Company's Articles of
Association in the amount of Rp. 2,000,000,000 (Two Billion Rupiah) of the
Company's Net Profit;
c. The remaining net profit of the Company is Rp. 27.991.451.896 (Twenty Seven
Billion Nine Hundred Ninety One Thousand Four Hundred Fifty One Thousand
Eight Hundred Ninety Six Rupiah) will be determined as the Company's Retained
Earning;
d. To give authority to the Board of Directors of the Company to arrange detailed
procedures for paying dividends.
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3. Third Agenda :
a. Granting the authority to the Board of Commissioners of the Company to
appoint a Public Accounting Firm registered with the Financial Services Authority,
if for one reason or another the appointed Public Accounting Firm is unable to
carry out its duties, the Board of Commissioners appoints another Public
Accounting Firm based on the recommendation of the Audit Committee;
b. Granting the authority to the Board of Directors of the Company to take actions
and all management, including but not limited to determining the amount of
professional honorarium and signing documents.
4. Fourth Agenda :
a. Granting the power and authority to the Company's Board of Commissioners to
determine the amount of salary and other benefits for members of the
Company's Board of Directors in accordance with the structure and amount of
remuneration based on the Company's remuneration policy for the financial
year ending 31 December 2024;
b. Granting the power and authority to the Company's Nomination and
Remuneration Committee to determine the amount of remuneration and other
benefits for members of the Company's Board of Commissioners maximum
amount Rp. 1.110.000.000 (One Billion One Hundred and Ten Million Rupiah) for
the financial year ending on December 31, 2024;
c. Granting authority to the Company's Board of Commissioners to determine
tantiem and/or bonuses for members of the Company's Board of Directors and
members of the Board of Commissioners for services rendered in the financial
year ending December 31, 2023 amounting to Rp. 2.336.620.000 (Two Billion
Three Hundred Thirty Six Thousand Six Hundred Twenty Thousand Rupiah), this
authority will be exercised by taking into account the recommendation of the
Remuneration and Nomination Committee.
5. Fifth Agenda :
Give approval to the Company's Board of Commissioners and Directors to guarantee the
Company's assets and/or assets to obtain lending (credit) facilities from banks and/or
other financial institutions.
Thus the Summary of Minutes of the Meeting is made in accordance with the provisions of Article
49 paragraph (1). Article 51 paragraph (2) POJK No. 15/2020.
Palembang, Juni 28th , 2024
Board of Directors
Names mentioned 10 people and organisations named in the text · linked when the evidence is strong
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org
Financial Services Authority
p.1 ×3
unresolved
person
Eti Mulyati
p.3
unresolved
org
Public Accounting Firm MIRAWATI SENSI IDRIS & Partners
p.3
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