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20240625_DOID_Ringkasan Risalah//Risalah RUPS_31675159_lamp4.pdf
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SUMMARY OF MINUTES
ANNUAL GENERAL MEETING OF SHAREHOLDERS AND
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT DELTA DUNIA MAKMUR TBK
In compliance with the Financial Services Authority Regulation No. 15/POJK.04/2020 concerning the Plan and Implementation of
General Meeting of Shareholders of Public Limited Company (“POJK 15”), the Board of Directors of PT DELTA DUNIA
MAKMUR TBK (the “Company”), domiciled in South Jakarta, hereby announces that the Company has convened its Annual
General Meeting of Shareholders (“AGM”) and Extraordinary General Meeting of Shareholders (“EGM”) on Friday, June 21,
2024 at Financial Hall, Graha CIMB Niaga Lt. 2, Jl. Jend. Sudirman Kav 58, Jakarta Selatan (hereinafter collectively referred to as
the “Meeting”), which were were carried out physically and electronically through eASY.KSEI facility provided by PT Kustodian
Sentral Efek Indonesia (“KSEI”).
A. The AGM was convened from 2.16 pm to 3.11 pm Western Indonesian Time
I. Member of the Company’s Board of Commissioners and Board of Directors who were presence at the AGM:
Board of Commissioners:
- President Commissioner and
Independent Commissioners : Hamid Awaludin
- Commissioners : Ashish Gupta*
Board of Directors:
- President Director : Ronald Sutardja
- Director : Dian Sofia Andyasuri
- Director : Iwan Fuad Salim
*presence through video conference
II. Attendance Quorum at the AGM
- That pursuant to article 24 paragraph (1) letter a of the Company’s Articles of Association, the Meeting is valid and can
be held if attended by shareholders/their proxies representing more than ½ (one-half) of the total number of shares with
valid voting rights issued by the Company for the entire Meeting Agenda.
- That the AGM was attended by shareholders/their proxies amounting 5.948.409.576 shares which representing 76.3% of
7.798.998.432 shares constituting all shares with valid voting rights issued by the Company until the recording date after
deducting the number of shares from the shares buyback or treasury shares.
- That the attendance quorum for holding the AGM has been complied with, and therefore the Meeting can be carried on
and is entitled to adopt a legal and binding resolutions.
III. The Opportunity to Raise Question or to Give Opinion
- That every shareholder/proxy who was physically or virtually present was given the opportunity to ask questions and/or
provide opinions related to each AGM Agenda.
- That none of the shareholder/proxy asked questions and/or provided opinions related to all AGM Agenda.
IV. The Resolution’s Mechanism Adopted in the AGM
- The resolutions are adopted based on deliberative consensus. In the event the deliberation for consensus fails to
achieve, then voting will be conducted.
- Voting was conducted by submitting a voting card for those shareholders attended the Meeting and electronically
(e-Voting) through eASY.KSEI for those virtually present.
- If there is no dissenting vote and no abstention vote, then the resolutions is considered agreed upon by deliberative
consensus. If anyone disagrees or votes abstain, the resolution will be conducted through a voting.
- Pursuant to article 47 of POJK 15 and article 24 paragraph (6) of the Company's Articles of Association, abstention vote
is considered casting the same vote as voting by the majority shareholders.
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V. The Meeting Agenda for AGM
1. Approval of the Company’s Annual Report including Supervisory Report of the Board of Commissioners, and
ratification of the Company’s Financial Statements for the financial year 2023, as well as granting full discharge and
release of responsibilities (acquit et de charge) to the Company’s Board of Directors and Board of Commissioners for
all management and supervisory actions during the financial year 2023.
2. Approval of the use of the Company’s net profit for the financial year 2023.
3. Approval of the appointment of Public Accountant and/or Public Accounting Firm to conduct an audit on the
Company’s Financial Statements for the financial year 2024.
4. Approval of the determination of salary or honorarium and/or other allowances for members of the Company’s Board of
Commissioners and Board of Directors for the financial year 2024.
5. Approval of the changes to the composition of members of the Company's Board of Commissioners and/or Board of
Directors.
VI. The AGM Resolutions
First Agenda
Number of question/opinion None
Voting Result Affimative Abstain Non-Affirmative Total Affirmative
Vote
(Affirmative
+Abstain)
The Meeting is approved by 5,945,352,876 3,056,700 shares 0 5,948,409,576
majority votes shares or 99.9% of or 0.1% of the shares or 100% of
the total valid total valid shares the total valid
shares present present at the shares present
at the Meeting Meeting at the Meeting
The Resolutions: 1. Approved and accepted the Company's Annual Report for the financial
year 2023, including the Company's Board of Commissioners and Directors
Report and ratified the Company's Consolidated Financial Statements for
the financial year ended December 31, 2023, which has been audited by
Aria Kanaka & Rekan, a Public Accounting Firm affiliated with Mazars, as
stated in its Independent Auditor's Report No. 00086/2.1011/AU.1/10/1013-
3/1/III/2024 dated March 13, 2024, with unmodified opinion.
2. Granted full release and discharge of responsibility (acquit et de charge) to
all members of the Board of Commissioners and Board of Directors for
their supervisory and management duties carried out during the financial
year 2023, to the extent that such actions were reflected in the Annual
Report and Consolidated Financial Statements of the Company for the
financial year ended December 31, 2023.
Second Agenda
Number of question/opinion None
Voting Result Affirmative Abstain Non-Affirmative Total Affirmative
Vote
(Affirmative
+Abstain)
The Meeting is approved by 5,930,703,393 0 17,706,183 shares 5,930,703,393
majority votes shares or 99.7% or 0.3% of the shares or 99.7%
of the total valid total valid shares of the total valid
shares present present at the shares present
at the Meeting Meeting at the Meeting
The Resolutions: Approved the determination of the use of profit for the year attributable to the
owners of the Company's parent entity for the financial year 2023 amounting
to US$36,010,404 (thirty-six million ten thousand four hundred and four United
States Dollars), to be used as follows:
1. Amounting US$10,000,000 (ten million United States Dollars) is used for
the payment of cash dividend to the Company’s shareholders with the
following payment details:
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- US$5,000,000 (five million United States Dollars) has been paid as
interim cash dividend on December 22, 2023.
- The remaining of US$5,000,000 (five million United States Dollars) will
be paid as final cash dividend.
- The schedule of final cash dividend payment will be announced on the
Indonesia Stock Exchange website and the Company’s website, in
accordance with the prevailing laws and regulations.
In its implementation, the Board of Directors is granted with the right of
substitution to take all actions deemed necessary in connection with the
payment of final cash dividends, including determining the schedule,
procedures and implementation of the distribution of final cash dividends.
2. Amounting US$100,000 (one hundred thousand United States Dollars) is
used to set aside reserve funds in accordance with the Company’s Article
of Association.
3. Amounting US$25,910,404 (twenty-five million nine hundred ten
thousands four hundred and four United States Dollars) will be recorded
as retained earnings to strengthen the Company’s capital.
Third Agenda
Number of question/opinion None
Voting Result Affirmative Abstain Non-Affirmative Total Affirmative
Vote
(Affirmative
+Abstain)
The Meeting is approved by 5,869,514,306 5,141,300 shares 73,753,970 shares 5,874,655,606
majority votes shares or 98.7% or 0.1% of the or 1.2% of the shares or 98.8%
of the total valid total valid shares total valid shares of the total valid
shares present present at the present at the shares present
at the Meeting Meeting Meeting at the Meeting
The Resolutions: Approve to grant power and authority to the Company's Board of
Commissioners to appoint a Public Accountant and/or Public Accounting Firm
or its successor that has an international reputation, good experience and
credibility, is registered with the Financial Services Authority, and meets other
criteria described earlier in this Meeting, to conduct an audit to the Company's
Financial Statements for the financial year ending December 31, 2024, as well
as to determine the amount of honorarium and other requirements related to
the appointment of the Public Accountant and/or Public Accounting Firm,
taking into account the proposals from the Board of Directors and the Audit
Committee.
Fourth Agenda
Number of question/opinion None
Voting Result Affirmative Abstain Non-Affirmative Total Affirmative
Vote
(Affirmative
+Abstain)
The Meeting is approved by 5,925,618,793 5,084,600 shares 17,706,183 shares 5.930.703.393
majority votes shares or 99.6% or 0.1% of the or 0.3% of the shares or 99.7%
of the total valid total valid shares total valid shares of the total valid
shares present present at the present at the shares present at
at the Meeting Meeting Meeting the Meeting
The Resolutions: 1. Approved the amount of salary or honorarium and/or other allowances for
members of the Company’s Board of Commissioners for the financial year
2024, at a maximum of Rp12,500,000,000 (twelve billion five hundred
million Rupiah) net after tax.
2. Approved the granting of authority to the Board of Commissioners to
determine the amount of salary and allowance for members of the Board
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of Directors for the financial year 2024, taking into account the
recommendation from the Nomination and Remuneration Committee, as
well as applicable laws and regulations.
Fifth Agenda Given until the Meeting was held, the Company did not receive any proposal from
the shareholders regarding changes to the composition of the members of the
Company's Board of Commissioners and/or Directors, therefore there was no
discussion or decision making for the fifth Meeting Agenda.
B. The EGM was convened from 3.16 pm to 3.39 pm Western Indonesian Time
I. Member of the Company’s Board of Commissioners and Board of Directors who were presence at the EGM:
Board of Commissioners:
- President Commissioner and
Independent Commissioners : Hamid Awaludin
- Commissioners : Ashish Gupta*
Board of Directors:
- President Director : Ronald Sutardja
- Director : Dian Sofia Andyasuri
- Director : Iwan Fuad Salim
*presence through video conference
II. Attendance Quorum at the EGM
- That pursuant to article 27 paragraph (1) letter a of the Company’s Articles of Association, the Meeting is valid and can
be held if attended by shareholders/their proxies representing more than 2/3 (two-third) of the total number of shares
with valid voting rights issued by the Company for the first Meeting Agenda.
- That pursuant to article 24 paragraph (1) letter a of the Company’s Articles of Association, the Meeting is valid and can
be held if attended by shareholders/their proxies representing more than ½ (one-half) of the total number of shares
with valid voting rights issued by the Company for the second Meeting Agenda.
- That the EGM was attended by shareholders/their proxies amounting to 5,910,972,476 shares which representing
75.79% of 7.798.998.432 shares constituting all shares with valid voting rights issued by the Company until the
recording date after deducting the number of shares from the shares buyback or treasury shares.
- That the attendance quorum for holding the EGM has been complied with, and therefore the Meeting can be carried on
and is entitled to adopt a legal and binding resolutions.
III. The Opportunity to Raise Question or to Give Opinion
- That every shareholder/proxy who was physically or virtually present was given the opportunity to ask questions
and/or provide opinions related to each EGM Agenda.
- That none of the shareholder/proxy asked questions and/or provided opinions related to all EGM Agenda.
IV. The Resolution’s Mechanism Adopted in the EGM
The resolutions’ mechanism adopted in the EGM is similar with the resolutions’ mechanism in the AGM as described at the
upper part of this Minutes of Meeting.
V. The Meeting Agenda for EGM
1. Approval of the Company's plan to reduce capital by canceling some of the shares buyback (treasury shares) of the
Company.
2. Approval of the Company’s plan to implement the Management and Employee Stock Ownership Program (MESOP
Program) that comes from the transfer of some shares resulting from the shares buyback (treasury shares) of the
Company.
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VI. The EGM Resolutions
First Agenda
Number of question/opinion None
Voting Result Affirmative Abstain Non-Affirmative Total Affirmative
Vote
(Affirmative
+Abstain)
The Meeting is approved by 5,910,256,176 0 716,300 shares or 5,910,256,176
majority votes shares or 99.99% 0.01% of the total shares or 99.99%
of the total valid valid shares of the total valid
shares present present at the shares present
at the Meeting Meeting at the Meeting
The Resolutions: 1. Approved the Company's plan to carry out Reduction of Capital 2 by
canceling some of the shares buyback from the remaining of Treasury
Shares Phase 1 and some Treasury Shares Phase 2 of the Company in a
maximum amount of 625,506,721 (six hundred twenty-five million five
hundred six thousand seven hundred twenty one) shares.
2. Amended Article 4 paragraph 2 of the Company's Articles of Association
so that the Company's issued and paid-up capital changed to 7,573,281,711
(seven billion five hundred seventy three million two hundred eighty one
thousand seven hundred and eleven) shares or 28.05% of the Company’s
authorized capital, as displayed on the presentation screen at the Meeting
(while taking into account the amount and percentage of the buyback
implementation of Treasury Shares Phase 2).
3. Approve the authorization and granting power of attorney with the right of
substitution to each member of the Board of Directors, jointly or
individually to, if necessary, (i) appear before a notary to declare all or part
of this Meeting resolutions, (ii) report or provide notification or to register
this Meeting resolutions to any authorized official, including but not limited
to the Ministry of Law and Human Rights, as regulated by applicable laws
and regulations relating to the Company, (iii) submit and execute all
applications and other documents as necessary to achieve the above
objectives, and (iv) take steps deemed necessary to implement the
resolutions taken at the Meeting.
Second Agenda
Number of question/opinion None
Voting Result Affirmative Abstain Non-Affirmative Total Affirmative
Vote
(Affirmative
+Abstain)
The Meeting is approved by 5,233,822,441 299,781,000 377,369,035 5,533,603,441
majority votes shares or 88,54% shares or 5.07% shares or 6.38% shares or 93.62%
of the total valid of the total valid of the total valid of the total valid
shares present shares present shares present shares present
at the Meeting at the Meeting at the Meeting at the Meeting
The Resolutions: 1. Approved the Company's plan to implement the Management and
Employee Share Ownership Program (MESOP Program or LTSP Program
Period 2) from the transfer of the Company’s shares buyback (Treasury
Shares Phase 2) amounting a maximum of 409,939,422 (four hundred and
nine million nine hundred thirty-nine thousand four hundred and twenty-
two) shares.
2. Approve the authorization and granting of power of attorney with the right
of substitution to each member of the Board of Directors, jointly or
individually to, if necessary, (i) appear before a notary to declare all or
part of this Meeting resolutions, (ii) report or provide notification or to
register this Meeting resolutions to any authorized official, including but
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not limited to the Ministry of Law and Human Rights, as regulated by
applicable laws and regulations relating to the Company, (iii) submit and
execute all applications and other documents as necessary to achieve the
above objectives, and (iv) take steps deemed necessary to implement the
resolutions taken at the Meeting.
Jakarta, 21 June 2024
Direksi Perseroan
The Board of Directors of the Company
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Names mentioned 11 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1 ×2
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.1
unresolved
org
Aria Kanaka & Rekan
p.2
unresolved
org
Indonesia Stock Exchange
p.3
unresolved
org
Ministry of Law and Human Rights
p.5 ×2
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