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20240626_PORT_Ringkasan Risalah//Risalah RUPS_31675182_lamp2.pdf
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SUMMARY OF MINUTES OF ANNUAL
GENERAL MEETING OF SHAREHOLDERS
PT NUSANTARA PELABUHAN HANDAL Tbk
("Company")
The Board of Directors of the Company, domiciled in North Jakarta, hereby notifies that the
Company has held an Annual General Meeting of Shareholders ("AGMS"), namely:
A. DAY/DATE, VENUE, TIME AND AGENDA OF MEETING
Day/Date : Monday / 24 June 2024
Time : 14.29 WIB - 15.27 WIB
Venue : Double Tree by Hilton – Kemayoran
Angsana Room 1 (Ballroom)
Jl. Griya Utama Blok B1
Jakarta 14350
Agenda for the Annual General Meeting of Shareholders (AGMS):
(1) Approval of the Company's Annual Report and ratification of the Company's Financial
Statements for the financial year ended 31 December 2023, as well as release and
discharge of full responsibility (volledig acquit et de charge) to members of the
Company's Board of Directors and Board of Commissioners for management and
supervision conducted in the financial year ending 31 December 2023;
(2) Approval of the determination of the Use of Net Profits of the Company for the financial
year ended 31 December 2023;
(3) Approval of the determination of the remuneration to the members of the Board of
Commissioners and the Board of Directors for Financial Year 2024;
(4) Approval of the appointment of the Public Accountant Firm to audit the Company's
Financial Statements for Financial Year ended 31 December 2024;
(5) Approval of amendments to the Company's Articles of Association.
B. BOARD OF COMMISSIONERS AND DIRECTORS WHO ATTENDED THE AGMS:
Board of Commissioners :
President Commissioner : Mr. Iwan Suyudhie Amri
Independent Commissioner : Mr. Eddy Kuntadi
Commissioner : Ms. Amelia Kurniawan
Directors:
President Director : Mr. Paul Krisnadi
Director : Ms. Lina
Director : Mr. Sony Sutanto
C. CHAIRMAN OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS ("AGMS")
The AGMS is led by Mr. Iwan Suyudhie Amri as the Company's President Commissioner.
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D. ATTENDANCE AND DECISION-TAKING QUORUM OF SHAREHOLDERS IN THE
MEETING
The first to fifth meeting agenda, attendance and decision-making meeting quorum,
should adopt the provisions as stipulated in Article 14 paragraph 1 of the Company's
Articles of Association in conjunction with Article 86 paragraph 1 of Law No 40 of 2007
concerning Limited Liability Companies, namely that the General Meeting Shareholders
can be held if attended by shareholders representing more than ½ (one half) of total
shares with valid voting rights that have been issued by the Company and the resolutions
of the Meeting are valid if approved by more than ½ (one half) of all shares with voting
rights present at the Meeting.
The AGMS has been attended by shareholders and/or proxies of shareholders who all
represent 2,240,982,185 shares or represent 79.63% of the 2,813,941,985 shares issued
by the Company.
E. OPPORTUNITY TO ASK QUESTIONS AND/OR OPINIONS
Shareholders are given the opportunity to ask questions and/or opinions in each agenda
item of the AGMS, but no shareholder raises questions and / or opinions related to all
AGMS agenda.
F. DECISION TAKING MECHANISM
Decisions related to the agenda of the Meeting are taken based on the principle of
deliberation to reach consensus. If the shareholders or their proxies disagree or vote
blank or abstain, then the decision is taken by counting the votes submitted by the
shareholders through eASY.KSEI, the votes cast granted through the granting of power of
attorney to an officer appointed by the Company's Securities Administration Bureau,
namely PT DATINDO ENTRYCOM, and by counting the votes of the shareholders or their
proxies who were present at the Meeting carried out in the following manner:
a. Shareholders/proxies who will vote for abstention are requested to raise their
hands and submit their voting cards.
b. Shareholders/proxies, who will vote against are requested to raise their hands
and submit their voting cards.
G. RESULTS OF DECISION MAKING
The making decisions for the entire agenda of the Meeting, none of the
shareholders/proxies who voted against and/or abstained, so that the
shareholders/proxies who voted in favor of 2,240,982,185 (two billion two hundred forty
million nine hundred eight two thousand one hundred and eighty five) votes or 100%
(one hundred percent).
H. RESULTS OF THE AGMS
First Meeting Agenda:
1. Approve the Company's Annual Report for the financial year 2023 and ratify the
Supervisory Report of the Board of Commissioners.
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2. Ratify the Company's Consolidated Financial Statements including the Company's
Balance Sheet and Profit/Loss Calculation for the financial year ending December 31,
2023 which has been audited by the Public Accounting Firm Amir Abadi Jusuf,
Aryanto, Mawar and Partners, as stated in the Independent Auditor's Report Number
00275/2.1030/AU.1/05/1153-2/1/III/2024 dated March 28, 2024 with a fair opinion
in all material respects.
3. Release and discharge of full responsibility (volledig acquite et de charge) to the
Board of Directors and the Board of Commissioners for the management and
supervision actions of the Company that have been carried out during the 2023
Financial Year, as long as it is not a criminal act and/or violates the applicable legal
provisions and procedures. and recorded in the Company's Financial Statements and
does not conflict with the provisions of laws and regulations.
Second Meeting Agenda:
Approve the determination of the Company's Net Profit for the financial year ending
December 31, 2023 of Rp 65,343,539,000 (sixty five billion three hundred forty three
million five hundred thirty nine thousand) is used to fund the purchase of the Company's
capital expenditure in 2024 and the future, hence, the Company will not distribute
dividends for the 2023 financial year.
Third Meeting Agenda:
1. Approve the amount of honorarium and allowances for the Company's Board of
Commissioners for the 2024 financial year with a maximum of Rp 2,000,000,000
(two billion rupiah).
2. Delegate authority to Board of Commissioners to determine salaries and other
benefits/facilities for the Company's Directors for 2024.
Fourth Agenda of the Meeting:
1. Approve the Appointment of Public Accountant Firm Amir Abadi Jusuf, Aryanto,
Mawar & Partners (RSM Network) to audit the Company's Consolidated Financial
Statements for the Year 2024.
2. Delegate authority to Board of Commissioners to:
a) Determine audit fees and other terms of appointment that are reasonable for the
Public Accounting Firm.
b) Appoint alternate Public Accounting Firm and determine the terms and
conditions for its appointment if the appointed Public Accounting Firm is unable
to carry out or continue its duties for any reason, including legal reasons and
laws and regulations in the capital market sector or an agreement is not reached
regarding the audit fee.
Fifth Meeting Agenda:
1. Approve to delete the provisions in Article 14 paragraph (IO) of the Company's
Articles of Association and restate Article 14 of the Company's Articles of Association
as a whole.
2. Approve and authorize with the right of substitution, either in part or in full, to the
Company's Directors to carry out all necessary actions in connection with changes to
Article 14 of the Company's Articles of Association, including but not limited to:
a. State this decision in a separate Notarial deed;
b. Create, compile, correct, change and/or modify (including by adding and/or
subtracting) the sentences and/or words used in the relevant Notarial deed, and
sign the deed;
c. Request approval and/or notify changes to the Company's Articles of Association
and/or register or cause the decision to be registered with the relevant authorized
agencies.
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d. Carry out other actions necessary and/or required to implement and complete the
matters mentioned above and to achieve the aims and objectives of this decision,
including actions authorized by the power of attorney and completing everything
related to any or all This includes, but is not limited to, facing or appearing before
a Notary or other party; provide, obtain and/or receive any information and/or
documents; or create, cause to be created, initial and/or sign any document.
Jakarta, 24 June 2024
PT NUSANTARA PELABUHAN HANDAL Tbk
Board of Director
Names mentioned 10 people and organisations named in the text · linked when the evidence is strong
unresolved
person
Iwan Suyudhie Amri Independent
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unresolved
person
Eddy Kuntadi
p.1
unresolved
person
Amelia Kurniawan
p.1
unresolved
org
PT DATINDO ENTRYCOM
p.2
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org
Mawar & Partners
p.3
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