Back to announcement
20240626_SAMF_Ringkasan Risalah//Risalah RUPS_31675278_lamp2.pdf
RUPS minutes Needs review SAMFSource file signed link, expires in 15 minutes
Extracted text 4
Page 1
ANNOUNCEMENT OF
SUMMARY MINUTES OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT Saraswanti Anugerah Makmur Tbk.
Directors of PT Saraswanti Anugerah Makmur Tbk. (The “Company”) hereby informs that the Company has held
the Annual General Meeting of Shareholders for the 2023 Financial Year (“Meeting”), on Monday, June 24th, 2024,
at 10.46 AM – 12.01 PM, at the AMG Tower 6fl Floor, Jl. Dukuh Menanggal 1-A, Gayungan, Surabaya.
The meeting was attended by the following Boards of Commissioners and Directors:
Board of Commissioners Board of Directors
President Commissioners : Noegroho Hari Hardono President Director : Ir. Yahya Taufik
Commissioner : Sukarno Director : Theresia Yusufiani Rahayu
Independent Commissioners : Poernomo Director : Andreas Adhi Harsanto
Director : Fransiscus Xaverius Mulyo
Hartono
Director : Andi Irwandy
Shareholders and/or their proxies who attended the Meeting recorded 4.994.521.900 shares, equivalent to 97,45%
of the total shares issued by the Company, amounting to 5,125,000,000 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 Sitaresmi Puspadewi Subianto, S.H., M.Kn.,
and the Securities Administration Bureau PT Adimitra Jasa Korpora, in calculating and/or validating votes.
• Meeting resolutions have been stated in the minutes of summary No. 184/Not/VI/2024 date June 24th,
2024, made by Notary Sitaresmi Puspadewi Subianto, S.H., M.Kn.
Meeting Decisions
1st Agenda Approval of The Board of Director's annual report, Board of Commissioners supervisory
report, and ratification of the balance sheet and income statements for the financial
year ended on December 31st, 2023.
Questions/Suggestions 1 (one) person
Voting Agree Disagree Abstain
4.993.420.800 - 1.101.100
Decision 1. Received and approved the Company's Annual Report for the financial year ending
on December 31st, 2023, including the Board of Directors 'Report and the
Company's Board of Commissioners' Supervisory Report for the 2023 financial
year.
2. Ratify the Consolidated Financial Statements of the Company and Subsidiaries
that have been audited by the Public Accounting Firm Paul Hadiwinata, Hidajat,
Arsono, Retno, Palilingan & Partners on the financial statements for the 2023
Financial Year with the opinion, "Fair, in all material respects, the financial position
of the Group as of December 31st, 2023, and the consolidated financial
performance and cash flow for the year ended by Indonesian Financial Accounting
Standards. At the same time, it was providing full payment and release 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 2022 Financial Year, as long as it is not a criminal act
or violates applicable legal provisions and procedures and is recorded in the
financial report of the Company and does not conflict with laws and regulations.
Page 2
2nd Agenda Determination used of net profit for the financial year ended on December 31 st, 2023.
Questions/Suggestions 1 (one) person
Voting Agree Disagree Abstain
4.993.420.800 - 1.101.100
Decision 1. Determined the distribution of dividends amounting to IDR210,125,000,000 or
approximately 50% of the current year's profit which will be distributed in the
form of cash dividends to shareholders, whose names are recorded in the
Company's Shareholders Register on July 4th, 2024, at 16:00 West Indonesia Time
("Recording Date") or IDR41 per share as of the date of this Meeting, with due
observance of the PT Bursa Efek Indonesia 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:
a. Cum Dividend Cash at the Regular and Negotiation Market on July 2nd , 2024;
b. Ex Cash Dividend at the Regular and Negotiation Market on July 3rd , 2024;
c. Cum Dividend Cash at the Cash Market on July 4th, 2024;
d. Ex Cash Dividend at the Cash Market on July 5th, 2024.
Payment of cash dividends to eligible shareholders will be made by July 26th,
2024.
2. Determine that the remaining net income for the current year for the financial
year ended December 31st, 2023, is recorded as retained earnings.
3. Give power to the Board of Directors of the Company to carry out everything
related to the distribution of the dividends mentioned above by the prevailing laws
and regulations.
3rd Agenda Approval on the salary/honorarium and other benefits of the Board of Commissioners
and Board of Directors of the Company.
Questions/Suggestions -
Voting Agree Disagree Abstain
4.993.420.800 - 1.101.100
Decision Approved authorizing the Board of Commissioners to determine the salary or
honorarium and other benefits for members of the Board of Directors and 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 proposals and
recommendations of the Nomination and Remuneration Committee to be determined
by the Board of Commissioners.
4th Agenda Approval of delegation to the Board of Commissioners to appoint a Public Accounting
Firm to conduct an audit of financial statements for the fiscal year ending on December
31st, 2024, and delegation to The Board of Director to determine the honorarium
amount other terms of appointment.
Questions/Suggestions -
Voting Agree Disagree Abstain
4.993.420.800 - 1.101.100
Decision 1. Approved the re-appointment of the Public Accounting Firm Paul Hadiwinata,
Hidajat, Arsono, Retno, Palilingan & Partners to carry out an audit of the
Company's Financial Statements for the Financial Year of 2024.
2. Delegates authority to the Board of Directors and the Board of Commissioners to:
a. Appoint a Public Accountant to a Public Accountant Firm that has been
appointed in this Meeting, because the appointment of a public accountant
needs to be adjusted to the results of the evaluation, and as long as the
appointment is made subject to the criteria of Public Accountants set out in
Company policy;
b. Determine a Public Accountant and/or a Substitute Public Accountant Firm if
the appointed Public Accounting Firm cannot continue or carry out its duties
for any reason based on the provisions and regulations of the capital market;
and
c. Determine the conditions, terms of appointment, and an honorarium of the
Substitute Public Accountant Firm.
5th Agenda Approval of the Company's plan to guarantee the Company's assets of more than 50%
of the total net assets in the form of assets and/or corporate guarantees.
Questions/Suggestions -
Voting Agree Disagree Abstain
Page 3
4.993.420.800 - 1.101.100
Decision 1. Approved to guarantee the Company's assets of more than 50% of the total net
assets of the Company in one fiscal year in the form of assets and/or corporate
guarantees in one or more transactions, whether related to each other or not to
banks or financial institutions or other parties, both for loan facilities that have
been granted and/or will be granted later to the Company and/or its subsidiaries
and/or parties affiliated with the Company along with additions and/or changes
and/or extensions and/or renewals (if any), with terms and loan values deemed
favorable by the Board of Directors of the Company.
2. To authorize the Company's Board of Directors to sign all letters, agreements,
deeds, and others and do everything deemed necessary in connection with the
guarantee of the Company's assets of more than 50% of the Company's net
assets in one fiscal year.
6th Agenda Changes in the composition of the Company’s Board of Commissioners and Directors.
Questions/Suggestions -
Voting Agree Disagree Abstain
4.993.420.800 - 1.101.100
Decision 1. Approve and ratify the expiration of the term of office of the Board of
Commissioners and the Board of Directors as of the closing date of the Meeting
and release and discharge (acquit et decharge) the supervisory and/or
management actions that have been carried out during their term of office, until
the closing date of the Meeting, namely to:
President Commissioner : Mr. Noegroho Hari Hardono
Commissioner : Mr. Sukarno
President Director : Mr. Ir. Yahya Taufik
Director : Mrs. Theresia Yusufiani Rahayu
Director : Mr. Andreas Adhi Harsanto
Director : Mr. Franciscus Xaverius Mulyo Hartono
Director : Mr. Andi Irwandy
2. Approved and appointed:
President Commissioner : Mr. Noegroho Hari Hardono
Commissioner : Mr. Sukarno
President Director : Mr. Ir. Yahya Taufik
Director : Mrs. Theresia Yusufiani Rahayu
Director : Mr. Andreas Adhi Harsanto
Director : Mr. Franciscus Xaverius Mulyo Hartono
Director : Mr. Andi Irwandy
As of the closing of the Meeting until the closing of the Annual General Meeting
of Shareholders for the fiscal year 2028, which will be held in 2029.
In connection with the appointment mentioned above, the composition of the
Board of Commissioners and the Board of Directors of the Company as of the
closing date of the Meeting will be as follows:
President Commissioner : Mr. Noegroho Hari Hardono
Commissioner : Mr. Sukarno
Independent Commissioner : Mr. Poernomo
President Director : Mr. Ir. Yahya Taufik
Director : Mrs. Theresia Yusufiani Rahayu
Director : Mr. Andreas Adhi Harsanto
Director : Mr. Franciscus Xaverius Mulyo Hartono
Director : Mr. Andi Irwandy
3. Granting power and authority to the Board of Directors with the right of
substitution to carry out all necessary processes and actions, including
notifications to regulatory parties as required by applicable laws and regulations.
Page 4
Procedure for Cash Dividend Distribution:
1. Cash dividends will be distributed to the Company's Shareholders whose names are recorded in the Company's
Shareholders Register (“DPS”) or a recording date on July 4th, 2024, and/or the Company's shareholders in
the securities sub-account at PT Kustodian Sentral Efek Indonesia ("KSEI”) at the close of trading on July 4th,
2024.
2. For Shareholders of the Company whose shares are placed in the collective custody of KSEI, cash dividend
payments will be made through KSEI and distributed to the Securities Companies and/or custodians Bank
accounts on July 26th, 2024. The Company through the Securities Company and/or Custodian Bank where the
Shareholders open their accounts. Meanwhile, for the Company's Shareholders whose shares are not included
in the collective custody of KSEI, the cash dividend payment will be transferred to the account of the
Company's Shareholders.
3. The applicable tax laws and regulations will tax the cash dividend. The amount of tax imposed will be a cash
dividend, which is the right of the Company's shareholders.
4. Shareholders who are domestic taxpayers in the form of legal entities who have not submitted their Taxpayer
Identification Number (“NPWP”) are requested to submit their NPWP to KSEI or the Securities Administration
Bureau PT Adimitra Jasa Korpora (“BAE”) at the address Kirana Boutique Office, Jl. Kirana Avenue III Blok F3
no. 5, Kelapa Gading, North Jakarta 14250, no later than July 5th, 2024 at 04.00 PM. Without the inclusion of
the NPWP, cash dividends paid to the Domestic Taxpayers will be subject to a PPh rate 100% higher than the
normal rate.
5. Shareholders who are foreign taxpayers whose with holding tax will use the tariff based on the Double Taxation
Avoidance Agreement (“P3B”) must meet the requirements of the Director-General of Taxes Regulation No.
PER-10/PJ/2017 concerning Procedures for Implementing Double Tax Avoidance Approval and submitting the
DGT-1 or DGT-2 form, which has been legalized by the Tax Service Office for Listed Companies to KSEI or
Registrar by KSEI provisions and regulations. Without these documents, cash dividends paid will be subject to
20% Income Tax Article 26.
Surabaya, June 24th, 2024
PT Saraswanti Anugerah Makmur Tbk.
Board of Directors
Names mentioned 16 people and organisations named in the text · linked when the evidence is strong
unresolved
person
Notary Sitaresmi Puspadewi Subianto
p.1 ×2
unresolved
org
PT Adimitra Jasa Korpora
p.1 ×2
unresolved
org
Palilingan & Partners
p.1 ×2
unresolved
org
Indonesia Stock Exchange
p.2
unresolved
person
Franciscus Xaverius Mulyo Hartono
p.3 ×6
unresolved
person
Andi Irwandy As
p.3 ×6
unresolved
person
Sukarno Independent
p.3
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.4
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
Rule parser
Needs review
confidence 0.000
720 ms
12 Sep 2026 23:01
no RUPS minutes content - likely misclassified