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20240626_CBPE_Ringkasan Risalah//Risalah RUPS_31675422_lamp2.pdf
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SUMMARY
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT CITRA BUANA PRASIDA Tbk.
The Board of Directors of PT Citra Buana Prasida Tbk (hereinafter referred to as the "Company") hereby
inform the Company’s Shareholders, that the Company has held its Annual General Meeting of
Shareholders (hereinafter referred to as the "Meeting") with the following main points:
A. Meeting Schedule and Agenda
- Day/Date : Monday, June 24th, 2024
- Time : 10.07 to 11.24 WIB.
- Place : Fave Hotel Paskal Hyper Square
Bandung.
Meeting Agenda:
1. Approval and ratification of the Company's Annual Report for the fiscal year ending December
31st, 2023, including the Board of Directors' Report, the Board of Commissioners' Supervision
Report, and the Financial Report for the Financial Year ending December 31st, 2023, as well as
granting settlement and release of responsibility fully responsible (acquit et de charge) to the
Board of Directors and the Board of Commissioners.
2. Determination of the use of Company Profits for the Financial Year ending December 31st, 2023.
3. Appointment of the Company's Public Accountant to audit the Financial Statements for the
financial year ending December 31st, 2024.
4. Granting power to Shareholder Representatives to determine the honorarium for members of the
Board of Commissioners and granting authority to the Company's Board of Commissioners to
determine the salaries of members of the Company's Board of Directors.
5. Report on the Realization of the Use of Proceeds from the Initial Public Offering
6. Changes in the Use of Proceeds from the Initial Public Offering.
7. Changes in the Company's management composition
8. Amendments to the Company's Articles of Association.
B. Attending Board of Commissioners:
President Commissioner : Thomas Aquinas Pramukuswala
Independent Commissioner : Melissa Cresentia Kurniawan
Attending Board of Directors:
Director : Didi Omara
Director : Linna Widjaja
C. The meeting was attended by 1.085.507.500 (one billion eighty-five million five hundred seven
thousand five hundred) shares with valid voting rights or approximately 80,04% of the total number
of shares with valid voting rights issued by the Company.
D. During the meeting, there is an opportunity to ask questions and/or provide opinions regarding each
meeting agenda items.
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E. On the 1st to 8th meeting agenda, there were no questions or opinions from the Shareholders or
their Proxies.
F. The decision-making mechanism at the Meeting is as follows:
Meeting decisions are made by deliberation to reach a consensus. When deliberation for
If consensus is not reached, a vote is held.
G. The results of the meeting decisions made on the 1st to 4th meeting agenda and 6th to 8th meeting
agenda will be held by voting on the results of the decision-making as follows:
Meeting Agenda Agree Disagree Abstain
st
1 Meeting Agenda 1.085.507.500 shares 0 shares or 0 % 0 shares or 0 %
or 100%
Meeting Agenda Agree Disagree Abstain
nd
2 Meeting Agenda 1.085.507.500 shares 0 shares or 0 % 0 shares or 0 %
or 100%
Meeting Agenda Agree Disagree Abstain
rd
3 Meeting Agenda 1.085.507.500 shares 0 shares or 0 % 0 shares or 0 %
or 100%
Meeting Agenda Agree Disagree Abstain
th
4 Meeting Agenda 1.085.507.500 shares 0 shares or 0 % 0 shares or 0 %
or 100%
Meeting Agenda Agree Disagree Abstain
th
6 Meeting Agenda 1.085.454.100 shares 0 shares or 0 % 53.400 shares or
or 99,99508 % 0,00492 %
Meeting Agenda Agree Disagree Abstain
th
7 Meeting Agenda 1.085.454.100 shares 0 shares or 0 % 53.400 shares or
or 99,99508 % 0,00492 %
Meeting Agenda Agree Disagree Abstain
th
8 Meeting Agenda 1.085.454.100 shares 0 shares or 0 % 53.400 shares or
or 99,99508 % 0,00492 %
The 5th meeting was a report in which no voting was conducted.
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H. The meeting decisions are as follows:
1st Meeting Agenda
1. Approve, accept, and ratify the Company's Annual Report for the fiscal year ending December 31st,
2023, including the annual report of the Board of Directors and the Supervisory Report of the
Company's Board of Commissioners.
2. Approve, accept, and ratify the Company's Financial Report for the fiscal year ending December
31st, 2023 which has been audited by the Public Accounting Firm Doli, Bambang, Sulistiyanto,
Dadang, and Ali, as stated in report Number: 00010/3.0271/AU.1/03/0353-2/1/III/2024 dated
March 25th, 2024 with a fair opinion, in all material respects, of the financial position of PT Citra
Buana Prasida Tbk as of December 31st, 2023, as well as financial performance and cash flows for
the year ended on that date, in accordance with Indonesian Financial Accounting Standards. Thus,
freeing the Company's Directors and Board of Commissioners from responsibility and all liabilities
(acquit et de charge) for the management and supervision actions they have carried out during
the 2023 fiscal year, as long as their actions are stated in the Company's Annual Report and
Financial Report for the fiscal year which ends on December 31st, 2023.
2nd Meeting Agenda
1. Approved the use of net profit for the 2023 financial year amounting to IDR 41,383,180,292
(forty-one billion three hundred eighty-three million one hundred eighty thousand two hundred
and ninety-two Rupiah) as follows:
a) A total of IDR 1,356,250,000 (one billion three hundred fifty-six million two hundred and fifty
thousand Rupiah), from the Net Profit distributed as cash dividends to the Company's
shareholders so that each share will receive a cash dividend of IDR 1 (one Rupiah) taking into
account applicable tax regulations;
b) An amount of IDR 2,756,289,423 (two billion seven hundred fifty-six million two hundred
eighty-nine thousand four hundred twenty-three Rupiah) is designated as reserve funds by
the provisions of Article 70 of the Company Law and Article 23 of the Company's Articles of
Association.
c) The remaining Net Profit of the Company in 2023 after deducting dividends and Reserve
Funds reaches IDR 37,270,640,869 (thirty-seven billion two hundred seventy million six
hundred forty thousand eight hundred and sixty-nine) and is used for the Company's
investment and working capital purposes and is recorded as Retained Earnings.
2. Approved the granting of full power and authority to the Company's Directors to determine the
time and procedures for implementing the dividend distribution and to announce it under
applicable regulations.
3rd Meeting Agenda
1. Approved to appoint a Public Accountant from the Public Accounting Firm Doli, Bambang,
Sulistiyanto, Dadang, and Ali to conduct an audit of the Company's Financial Report for the 2024
Fiscal Year.
2. Approved to grant power and authority to the Company's Board of Commissioners to process
the appointment of the appointed Public Accountant and/or Public Accountant Firm, namely
Doli, Bambang, Sulistiyanto, Dadang, and Ali, also Rekan Public Accountant Firm under
applicable procedures;
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3. Approved to grant power and authority to the Board of Commissioners to appoint a replacement
for the Public Accountant and/or Public Accounting Firm and determine the honorarium and
other requirements if the Public Accountant of the Public Accounting Firm Doli, Bambang,
Sulistiyanto, Dadang, and Ali is unable to audit the Annual Historical Financial Information 2024.
4th Meeting Agenda
1. Approve the delegation of authority to the Company's Shareholders, namely PT Sandhi Parama
Nusa to determine the amount of honorarium and other allowances for each member of the
Company's Board of Commissioners starting from the closing of the Meeting until the General
Meeting of Shareholders is held in 2025.
2. Approved the delegation of authority to the Company's Board of Commissioners to determine
the Salary, Service Fees, and Other Benefits for each Member of the Company's Board of
Directors for the 2024 fiscal year.
5th Meeting Agenda
Report on the realization of the use of proceeds from the Company's Initial Public Offering.
- No voting will be carried out on the agenda for this meeting because it is a report.
6th Meeting Agenda
1. Funds obtained from the total proceeds from the public offering added up to IDR 40,687,500,000
(forty billion six hundred eighty-seven million five hundred thousand Rupiah).
2. The costs incurred in carrying out the public offering are IDR 2.877.523.704 (two billion eight
hundred seventy-seven million five hundred twenty-three thousand seven hundred four
Rupiah).
3. The total construction costs for Block N and Block F which have reached 100% in May 2024 are
IDR 23.966.814.502 (twenty-three billion nine hundred sixty-six million eight hundred fourteen
thousand five hundred two Rupiah).
4. Public offering funds that have not been used as of May 31st, 2024, are IDR 13,843,161,794
(thirteen billion eight hundred forty-three million one hundred sixty-one thousand seven
hundred and ninety-four Rupiah).
The remaining funds from the initial public offering of the Company's shares will be used as the
Company's working capital for the construction of a 2-story shophouse in the Paskal Hyper
Square area, as follows:
1. 4 shophouse units in Block D with a total projected cost of IDR 3.380.306.950 (three billion
three hundred eighty million three hundred six thousand nine hundred and fifty Rupiah).
2. 12 shophouse units in Block E with a total projected cost of IDR 10.462.854.844 (ten billion
four hundred sixty-two million eight hundred fifty-four thousand eight hundred and forty-
four Rupiah).
7th Meeting Agenda
1. Accept the resignation of Mr. R. ASEP EDDY from his position as President Director of the
Company effective April 4th, 2024. Payment and release of responsibility for the supervisory
actions he has carried out from January 1st, 2024 to April 4th, 2024, will be given at the Meeting
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The Annual General Shareholders will be held in 2025, as long as it is reflected in the Company's
Annual Report and Financial Report for the 2024 Fiscal Year.
2. Dismiss Mr. DIDI OMARA as Director of the Company while simultaneously appointing Mr. DIDI
OMARA, holder of an Identity Card with Population Identification Number 3273091307540003,
having his address at Jalan Pudak Number 15, RT.002, RW.008, Merdeka Village, Sumur
Bandung District, Bandung City, to become President Director for a term of office of 5 years in
accordance with the provisions in the Company's Articles of Association, namely from April 18th,
2022 until the end of the term of office of members of the Board of Directors on April 17th,
2027.
3. Grant authority and power to the Company's Board of Directors with the right of substitution for
each member of the Company's Board of Directors to take all actions in connection with
changes to the composition of the Company's Board of Directors as above, including but not
limited to making or requesting to be made and signing all deeds in connection with changes in
the composition of members. The Board of Directors of the Company and to register the
composition of the Board of Directors with government agencies in accordance with applicable
statutory provisions.
8th Meeting Agenda
1. Approve to amend Article 15 paragraph 1 of the Company's Articles of Association regarding
Directors which originally read:
“1. The Company is managed and led by a Board of Directors consisting of at least 3 (three)
member directors, where one of them is appointed as President Director.”
Changed into:
“1. The Company is managed and led by a Board of Directors consisting of at least 2 (two)
members directors, where one of them is appointed as President Director.”
2. Approved to amend Article 16 paragraph 2 letter (b) of the Company's Articles of Association
concerning the Duties and Authorities of the Board of Directors which originally read:
“2. a. If the President Director is absent or is unable to attend for any reason whatsoever, that
does not need to be proven to a third party, then 2 (two) other members of the Board of
Directors have the right and authority to act for and on behalf of the Board of Directors and
represent the Company."
changed into:
“2. b. "If the President Director is absent or is unable to attend for any reason, which does not
need to be proven to a third party, then 1 (one) other member of the Board of Directors has
the right and authority to act for and on behalf of the Board of Directors and represent the
Company."
3. Grant authority to the Company's Board of Directors with the right of substitution to declare the
Meeting's decision regarding changes to Article 15 paragraph 1 and Article 16 paragraph 2 letter
(b) of the Company's Articles of Association before a notary, notify, register with the authorized
parties as necessary the changes to the Articles of Association the Company and take all
necessary actions in connection with this matter.
Names mentioned 4 people and organisations named in the text · linked when the evidence is strong
unresolved
—
Dismiss Mr. DIDI OMARA
· Director
p.5 ×3
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