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20240625_MBMA_Ringkasan Risalah//Risalah RUPS_31675105_lamp2.pdf
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Page 1
ANNOUNCEMENT OF THE SUMMARY OF THE MINUTES OF
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT MERDEKA BATTERY MATERIALS TBK
The Board of Directors of PT Merdeka Battery Materials Tbk (hereinafter referred to as the
“Company”) hereby announces the Summary of Minutes of the Annual General Meeting of
Shareholders (the “Meeting”) of the Company convened electronically, which was held on Friday,
June 21, 2024, from 10:14 WIB to 11:29 WIB at the Private Dining Room, 6th Floor, Ritz Carlton
Pacific Place, SCBD Jakarta, Jalan Jenderal Sudirman Kavling 52-53, Jakarta 12190. The
announcement of this Summary of Minutes of the Meeting is made in compliance with the
provisions of Article 49 and Article 51 of the Financial Services Authority Regulation No.
15/POJK.04/2020 concerning the Planning and Holding of General Meetings of Shareholders of
Public Companies as well as Article 12 paragraph (25) of the Company's Articles of Association.
Members of the Board of Commissioners and Board of Directors present either physically or via
Zoom video conference at the Meeting are as follows:
Board of Commissioners
Independent Commissioner : Prof. Dr. Didi Achjari
Board of Directors
President Director : Devin Antonio Ridwan
Vice President Director : Jason Laurence Greive
Director : Titien Supeno
Director : Andrew Phillip Starkey
The shareholders of the Company who attended the Meeting represented a total of
98,646,529,776 shares or 91.3432531% of all shares issued and fully paid in the Company.
Meeting Procedures
- The Meeting was chaired by Devin Antonio Ridwan as the President Director appointed by the
Board of Directors based on the Decree of the Board of Directors of PT Merdeka Battery
Materials Tbk No. 002/SK-DIR/MBM/V/2024 dated 30 May 2024.
- During the discussion of each agenda item of the Meeting, shareholders were given the
opportunity to ask questions, express opinions, make suggestions, or propose motions related
to the discussed agenda.
- Decisions were made by submitting voting cards through the eASY.KSEI platform with voting
options of abstain, disagree, or agree.
Page 2
Details of the Meeting resolutions
Meeting Agenda 1 Approval of the Company's annual report for the financial year of 2023
and ratification of the consolidated financial statements of the Company
and its subsidiaries for the financial year which ended on 31 December
2023:
1. Approval of the Company's annual report for the financial year of
2023 which has been reviewed by the Board of Commissioners of
the Company;
2. Approval of the Board of Commissioners' supervisory report;
3. Ratification of the consolidated financial statements of the Company
and its subsidiaries for the financial year which ended on 31
December 2023 which has been audited by the public accounting
firm of Tanubrata Sutanto Fahmi Bambang & Partners (Member of
BDO International Firm); and
4. Granting full release and discharge of responsibility (acquit et de
charge) of members of the Board of Directors and the Board of
Commissioners of the Company for the financial year of 2023,
Number of No shareholders posed any questions.
Questions from the
Shareholders
Decision-making Voting
Mechanism
Voting Results Agree Abstain Disagree
98,051,099,026 votes or 595,421,950 votes or 8,800 votes or
99.3963997% of all 0.6035914% of all 0.0000089% of all
shares with voting rights shares with voting shares with voting
present in the Meeting. rights present in the rights present in
Meeting the Meeting.
Meeting Resolutions Approving the Company's annual report for the 2023 financial year and
ratification of the consolidated financial statements of the Company and
its subsidiaries for the financial year ended 31 December 2023 as
follows:
i. Approving the annual report of the Company for the financial
year of 2023 which has been reviewed by the Board of
Commissioners of the Company;
ii. Approving the supervisory report of the Board of
Commissioners for the financial year of 2023;
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iii. Approving the consolidated financial statements of the
Company and its subsidiaries for the financial year which ended
on 31 December 2023 which has been audited by the public
accounting firm of Tanubrata Sutanto Fahmi Bambang &
Partners with unmodified opinion as stated in report Number
00169/2.1068/AU.1/05/0119-2/1/III/2024 issued on 27 March
2024; and
iv. Granting of the full release and discharge of responsibility
(acquit et de charge) of members of the Board of Directors and
the Board of Commissioners of the Company for the financial
year which ended on 31 December 2023 to the extent reflected
in the Company's Annual Report for the 2023 financial year and
the Consolidated Financial Statements of the Company and its
subsidiaries for the financial year which ended on 31 December
2023.
Meeting Agenda 2 Approval on the determination of the use of the Company's net profit
for the financial year which ended on 31 December 2023;
Number of Questions No shareholders posed any questions.
from the
Shareholders
Decision-Making Voting
Mechanism
Voting Results Agree Abstain Disagree
98,051,099,026 votes or 595,421,950 votes or 8,800 votes or
99.3963997% of all 0.6035914% of all 0.0000089% of all
shares with voting rights shares with voting shares with voting
present in the Meeting. rights present in the rights present in
Meeting. the Meeting.
Meeting Resolutions Approving the use of the Company's net profit for the 2023 fiscal year
(after tax) is as follows:
1. An amount of US$1,000 (one thousand US Dollars) is set to be placed
as the Company's reserve fund.
2. The remaining net profit of the Company amounting to US$33.30
million (thirty three point three zero million US Dollars) will be
determined as the balance of retained earnings and non-controlling
interests of the Company for the 2023 financial year in accordance
with the accounting principles set forth generally applicable; and
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3. Granting power and authority to the Board of Directors to regulate
the payment procedures referred to in the decision above in
accordance with the applicable laws and regulations.
Meeting Agenda 3 Approval on the appointment of a public accountant and/or public
accounting firm to audit the consolidated financial statements of the
Company and its subsidiaries for the financial year which ended on 31
December 2024;
Number of Questions No shareholders posed any questions
from the
Shareholders
Decision-Making Voting
Mechanism
Voting Results Agree Abstain Disagree
97,800,747,775 595,421,950 votes 250,360,051 votes
votes or or 0.6035914% of all or 0.2537951% of
99.1426135% of all shares with voting all shares with voting
shares with voting rights present in the rights present in the
rights present in the Meeting. Meeting.
Meeting.
Meeting Resolutions Approving the appointment of Public Accountants and/or Public
Accounting Firms to audit the Company's and its subsidiaries'
consolidated financial statements for the financial year which ended on
31 December 2024, with:
1. Granting a full authority with substitution right to the Board of
Commissioners of the Company with due regards of the Company’s
Audit Committee to appoint a Public Accountant and/or Public
Accounting firm listed on the OJK based on the criteria determined
in the Meeting to audit the Consolidated Financial Statements of the
Company for the financial year which ended on 31 December 2024
as well as for the appointment of the Public Accountant and/or
Public Accounting firm substitute if the appointed Public Accountant
and/or Public Accounting firm for whatever reason is unable to
perform its duty.
2. Granting a full authority with substitution right to the Board of
Commissioners of the Company to determine the honorarium and
other conditions of the appointment of such Public Accountant
and/or Public Accounting firm.
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Meeting Agenda 4 Determination of salaries and allowances as well as other facilities
for members of the Board of Directors and Board of Commissioners
of the Company for the financial year of 2024;
Number of Questions No shareholders posed any questions
from the Shareholders
Decision-Making Voting
Mechanism
Voting Results Agree Abstain Disagree
98,021,506,975 595,411,950 votes 29,610,851 votes or
votes or or 0.6035812% of all 0.0300171% of all
99.3664016% of all shares with voting shares with voting
shares with voting rights present in the rights present in the
rights present in the Meeting. Meeting.
Meeting.
Meeting Resolutions 1. Approve the determination of salaries and benefits and other
facilities for the Company's Board of Commissioners for the
2024 financial year and authorized the Board of Commissioners
to decide the amount to be received by each member of the
Board of Commissioners while taking into account the
recommendations and suggestions of the Company's
Nomination and Remuneration Committee.
2. Approve the delegation of authority to determine the amount
of salaries and benefits and other facilities for all members of
the Company's Board of Directors for the 2024 financial year to
the Company's Board of Commissioners while taking into
account the recommendations and suggestions of the
Nomination and Remuneration Committee of the Company.
Meeting Agenda 5 Submission of report on the realization of the use of funds from the
Company's Initial Public Offering of Shares in 2023 and the
Company's Public Offering of Bonds I in 2024;
Number of Questions No shareholders posed any questions
from the Shareholders
Decision-Making
Mechanism No decision-making proceedings as it was only a report
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Voting Results No voting results as it was only a report
Meeting Resolutions No meeting resolutions as it was only a report
Meeting Agenda 6 Approval of changes to Article 4 paragraph (1) of the Company's
articles of association regarding the Company's authorized capital;
Number of Questions No shareholders posed any questions
from the Shareholders
Decision-Making Voting
Mechanism
Voting Results Agree Abstain Disagree
98,050,891,726 595,629,250 votes 8,800 votes or
votes or or 0.6038015% of all 0.0000089% of all
99.3691896% of all shares with voting shares with voting
shares with voting rights present in the rights present in the
rights present in the Meeting. Meeting.
Meeting.
Meeting Resolutions 1. Approved the amendment to Article 4 paragraph (1) of the
Company's Articles of Association concerning the Company's
authorized capital to read as follows:
CAPITAL
Pasal 4
1. The Company's authorized capital is IDR
43,000,000,000,000 (forty-three trillion Rupiah) divided
into 430,000,000,000 (four hundred thirty billion) shares,
each with a nominal value of IDR 100 (one hundred
Rupiah).
2. In relation to the amendment of Article 4 paragraph (1) of
the Company's Articles of Association, authorized and
granted power with substitution rights to the Company's
Board of Directors to declare this resolution in a separate
notarial deed and to take all necessary actions related to
this resolution in accordance with the prevailing laws and
regulations, including submitting a request for approval for
the amendment of the Company's Articles of Association
to the Minister of Law and Human Rights of the Republic
of Indonesia to make any necessary changes and/or
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additions in any form required for this purpose, submitting
and signing all applications and other documents, and
carrying out other actions that may be necessary.
Meeting Agenda 7 Approval of the Company's plan to increase capital by granting pre-
emptive rights through the mechanism of Capital Increase by
granting Pre-Emptive Rights to the shareholders of the Company I
("PMHMETD I"); and
Number of Questions No shareholders posed any questions
from the Shareholders
Decision-Making Voting
Mechanism
Voting Results Agree Abstain Disagree
98,050,891,726 595,411,950 votes 226,100 votes or
votes or or 0.6035812% of all 0.0002292% of all
99.3961896% of all shares with voting shares with voting
shares with voting rights present in the rights present in the
rights present in the Meeting. Meeting.
Meeting.
Meeting Resolutions 1. Approve the increase of the Company’s issued and paid-up
capital by granting Pre-Emptive Rights through PMHMETD I
mechanism in a maximum amount of 10,799,541,990 (ten
billion seven hundred ninety nine million five hundred fourty
one thousand nine hundred ninety) shares with a nominal
value of Rp 100.00 per shares, which will be conducted upon
the effectiveness of the Registration Statement;
2. Approve and grant power of attorney with substitution rights,
either in part or in whole to the Board of Directors of the
Company to perform any necessary actions in connection with
the increase of capital by granting Pre-Emptive Rights through
the Company’s PMHMETD I mechanism, by fulfilling the
requirements which determined in the prevailing laws and
regulations, including but not limited to:
a. sign, print and/or issue Abridged Prospectus, Revisions
and/or Additions to the Abridged Prospectus, Preliminary
Prospectus, Prospectus, Info Memo and/or all agreements
and/or other documents in relation with the registration
statement in the framework of the increase of capital by
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issuing Pre-Emptive Rights through PMHMETD I
mechanism;
b. determine the ratio between the number of shares issued
and the Pre-Emptive Rights obtained by the shareholders;
c. determine the fixed number of shares issued in relation to
the increase of capital by issuing Pre-Emptive Rights
through PMHMETD I mechanism;
d. determine the exercise price in framework of the increase
of capital by issuing Pre-Emptive Rights through PMHMETD
I mechanism;
e. determine the fixed use of proceeds of the increase of
capital by issuing Pre-Emptive Rights through PMHMETD I
mechanism;
f. determine the fixed schedule;
g. negotiate and sign other agreements related to a standby
buyer agreement with the terms and conditions as deemed
good for the Company by the Company’s Board of
Directors;
h. place the Company's shares in the collective custody of PT
Kustodian Sentral Efek Indonesia (KSEI) in accordance with
regulations of KSEI;
i. list all of the Company’s shares which have been issued and
fully paid-up on the IDX;
j. affirm one or more resolutions listed in the Meeting’s
resolutions in one or more notarial deeds;
k. conduct any necessary and/or required actions in
connection with the increase of capital by granting of Pre-
Emptive Rights through PMHMETD I mechanism, including
those required based on the prevailing laws and
regulations; and
l. conduct any other necessary and/or required action to
perform the Increase of Capital by issuing Pre-Emptive
Rights through PMHMETD I mechanism.
4. Approve the amendment of Article 4 paragraph (2) of the
Company's Articles of Association in connection with the
increase of issued and paid-up capital of the Company by issuing
Pre-Emptive Rights, namely from 107,995,419,900 (one
hundred seven billion nine hundred ninety five million four
hundred nineteen thousand and nine hundred) shares becomes
up to 118,794,961,890 (one hundred eighteen billion seven
hundred ninety four million nine hundred sixty one thousand
and eight hundred ninety) shares with a nominal value of
Page 9
Rp100.00 (one hundred Rupiah) per share, taking into account
the applicable laws and regulations.
5. Delegate and grant power of attorney with substitution rights,
either in part or in whole, to the Company's Board of
Commissioners, including to:
a. state the realization of number of shares that have been
issued in the Public Offering with the increase of capital
with Pre-Emptive Rights through PMHMETD I mechanism,
to perform the General Meeting of Shareholders’ resolution
and to determine the fixed amount of issued and paid-up
capital of the Company as well as to state the amendment
to Article 4 paragraph (2) of the Company's Articles of
Association before the Notary, in connection with the
increase of issued and paid up capital of the Company by
granting Pre-Emptive Rights after the increase of capital by
Issuing Pre-Emptive Rights through PMHMETD I mechanism
has been completed, furthermore to notify the amendment
of the Company's Articles of Association to the Minister of
Law and Human Rights of the Republic of Indonesia, and to
perform any necessary actions in relation to such resolution
in accordance with the prevailing laws and regulations;
b. for this purpose, it is entitled to appear before the Notary
or anyone as deemed necessary, provide and/or request
any necessary information, make or request to be made
and sign the required deeds, letters and documents, in
short to take all actions as deemed necessary and useful for
the purposes as mentioned above, no action is excluded.
Meeting Agenda 8 Affirmation of the status of the Company as a domestic investment
company.
Number of Questions No shareholders posed any questions
from the Shareholders
Decision-Making Voting
Mechanism
Voting Results Agree Abstain Disagree
97,673,781,522 595,411,950 votes 337,336,304 votes
votes or or 0.6035812% of all or 0.3825135% of all
99.0139052% of all shares with voting shares with voting
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shares with voting rights present in the rights present in the
rights present in the Meeting. Meeting.
Meeting.
Meeting Resolutions Approve the affirmation of the Company's status as a domestic
investment company.
Jakarta, 25 June 2024
PT MERDEKA BATTERY MATERIALS Tbk
BOARD OF DIRECTORS
Names mentioned 10 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1
unresolved
org
Tanubrata Sutanto Fahmi Bambang & Partners
p.2 ×2
unresolved
org
Minister of Law and Human Rights
p.6 ×2
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.8
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