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20240624_WINS_Ringkasan Risalah//Risalah RUPS_31674351_lamp2.pdf
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PT Wintermar Offshore Marine Tbk
(“Company”)
SUMMARY OF RESOLUTION OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
The Board of Directors (“BOD”)of the Company hereby announce the Summary of Resolution of the Annual General Meeting
of the Company (“Meeting”) which was convened on:
Day/Date : Thursday, 20th June 2024
Time : 2.16 pm to 4.03 pm
Venue : Office of the Company - Jl. Kebayoran Lama No. 155, Jakarta Barat 11560
Agenda of Meeting:
1. Approval of Annual Report of the Company 2023 regarding the BOD Report of the Activities of the Company, Report of
Implementation of Supervisory Duty of Board of Commissioners (“BOC”) and the Approval to the Financial Report of the
Company for the year ended on 31st of December 2023.
2. To determine the allocation of the Company’s Net Profit for Financial Year 2023.
3. Appointment of Public Accountant to Audit Financial Report of the Company for Financial Year 2024.
4. Determination of the Remuneration of BOC and BOD for the Financial Year 2024.
5. Approval to change the composition of members of BOD of the Company.
6. To grant authority to the BOC of the Company to increase the Issued and Paid Up Capital of the Company and to amend
related articles of Articles of Association of the Company in relation to the Issuance of Shares without Pre-emptive Rights.
Chairman of Meeting
The meeting was chaired by Mr. Jonathan Jochanan, the President Commissioner and Independent Commissioner of the
Company as appointed by the BOC based on the Circular Resolution of BOC in lieu of Meeting of BOC of the Company dated 4
June 2024, Number 1583/A.20/VI/2024/WINS.115, in compliance with Article 13 Paragraph (1) Articles of Association of the
Company.
Attendance of Member of the BOC and BOD in the Meeting (offline):
Board of Commissioners Board of Directors
Jonathan Jochanan – President Commissioner & Independent Sugiman Layanto – Managing Director
Commissioner Janto Lili – Director
Sim Idrus Munandar – Independent Commissioner Muhamad Shanie Mubarak – Director
Nely Layanto - Director
Attendance of Member of the BOC and BOD in the Meeting (online):
• John Stuart Anderson Slack – Commissioner
Attendance of Shareholders in the Meeting
All agenda of Meeting were convened with the attendance of shareholders or their legal proxies representing shareholding of
3,100,616,504 shares with valid voting rights or equal to 71% of total 4,364,337,057 shares issued by the Company as at 28
May 2024. In accordance with Article 14 Paragraph 2.1.a of the Articles of Association of the Company, the Meeting has been
validly convened as it has been attended by shareholders representing more than 1/2 of the total issued shares of the
Company.
Question and Answer in the Meeting
At the end of the discussion of each agenda, Meeting Chairman gave the opportunity for the shareholders or their proxies to
raise questions and/or to give opinions or suggestions related to the agenda in discussion.
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There was no question, opinion, or suggestion raised by shareholders or their proxies for all Agenda in the Meeting.
Mechanism of Resolving Resolution in the Meeting
The resolutions of Meeting were taken based on voting, in accordance with Article 14 Paragraph 2.1.c of the Company's Articles
of Association, whereby the resolutions of Meeting for all Agenda are valid if approved by more than 1/2 of all shares with
voting rights present at the Meeting.. All Agenda wereresolved by valid resolutions at the Meeting, with the results of voting:
Agenda For Against Abstain
First Agenda 3,044,333,595 votes 0 vote 56,282,909 votes
(98.1847833%) (0%) (1.8152167%)
Second Agenda 3,046,000,895 votes 0 vote 54,615,609 votes
(98.2385565%) (0%) (1.7614435%)
Third Agenda 3,046,000,895 votes 0 vote 54,615,609 votes
(98.2385565%) (0%) (1.7614435%)
Fourth Agenda 3,046,000,895 votes 0 vote 54,615,609 votes
(98.2385565%) (0%) (1.7614435%)
Fifth Agenda 3,046,000,895 votes 0 vote 54,615,609 votes
(98.2385565%) (0%) (1.7614435%)
Sixth Agenda 3,038,234,895 votes 7,766,000 votes 54,615,609 votes
(97.9880901%) (0.2504663%) (1.7614435%)
Meeting Resolution
First Agenda
1. Approved the Annual Report of the Company 2023 regarding BOD Report of the Activities of the Company and Report of
the Implementation of Supervisory Duty of the BOC and the Approval to the Financial Report of the Company for the year
ended on 31st of December 2023;
2. Approved the Consolidated Financial Statements of the Company for the Year ended on 31st December 2023 which has
been audited by Tjun Tjun AP Number 1115 Public Accountant from Public Accountant Office Amir Abadi Jusuf, Aryanto,
Mawar & Rekan, which has been presented fairly in all material respects as stated in their audit report Number
00244/2.1030/AU.1/05/1115-2/1/III/2024 dated 26 March 2024.
3. “Acquit et de charge“ to the members of the BOD and those of the BOC from any responsibility and accountability for
management and supervisory duty they had performed during the year ended 31st December 2023, provided that such acts
were reflected in the Annual Report of the Company and Consolidated Financial Statement for 2023.
Second Agenda
Approve and determine the use of the Company's Net Profit for the Financial Year ended 31 December 2023, namely USD
6,667,137 or the equivalent of Rp. 102,780,583,992 as follows:
1. From the Net Profit, there is no Mandatory Reserve Fund based on the provisions of Article 70 of Law Number 40 of 2007
concerning Limited Liability Companies, because the Company is still experiencing a deficit on 31 December 2023.
2. The remainder of the 2023 Net Profit of IDR. 102,780,583,992 is designated for the Company's working capital and/or
capital expenditure and recorded as Retained Earnings.
Third Agenda
1. Reappointed and reassigned Tjun Tjun AP Number 1115, Public Accountant from Public Accountant Office Amir Abadi Jusuf,
Aryanto, Mawar & Rekan to conduct the audit of the Consolidated Financial Statements of the Company for period of
yearbook ended on 31st December 2024.
2. Delegated and granted authority to the BOC of the Company to determine the honorarium, other conditions and terms for
such Public Accountant re-appointment and to appoint other Independent Public Accountant registered in Financial
Services Authority (“OJK”) appointed as substitution by Public Accountant Office Amir Abadi Jusuf, Aryanto, Mawar & Rekan
the to conduct audit of the Consolidated Financial Statement of the Company for the period of year book ended on 31st
December 2024 for the purpose and interest of the Company in the event at any reason the said Tjun Tjun unable to
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complete the said audit.
3. Granted authority to the Board of Commissioner to determine the honorarium or audit service fee and other conditions
and terms for the said Public Accountant Office Amir Abadi Jusuf, Aryanto, Mawar & Rekan or other appointed Independent
Public Accountant.
Fourth Agenda
Approved the delegation and granted authority to the BOC to:
1. Determine the salary and honorarium along with other allowances for the BOC and authorise the President
Commissioner to determine the distribution among members of BOC for 2024 Financial Year.
2. Determine salary, service fees, and other allowances which will be distributed to members of BOD of the Company
for 2024 Financial Year.
Fifth Agenda
1. Reappointed Mr. Muhamad Shanie Mubarak as Director of the Company for tenure of 5 years since the closing of this
Meeting up to the closing of the Annual General Meeting of Shareholders in 2029.
2. Granted authority to the BOD of the Company with substitution rights to restate the Resolution of the Meeting related to
this change of composition of the BOD into a separate Notarial Deed, including but not limited to notifying the changes to
Minister of Law and Human Rights of the Republic of Indonesia and to register it to other governmental authorities.
In witness whereof at the closing of the Meeting, the composition of the BOC and the BOD of the Company shall be as follows:
Board Of Commissioners
President Commissioner and Independent Commissioner : Jonathan Jochanan
Independent Commissioner : Sim Idrus Munandar
Commissioner : John Stuart Anderson Slack
Board Of Directors
Managing Director : Sugiman Layanto
Director : Nely Layanto
Director : Janto Lili
Director : Muhamad Shanie Mubarak
Sixth Agenda
1. Granted power and authority to the BOC of the Company with substitution rights to restate realization of the issuance of
new shares in the context of exercising the Issuance of Shares through Capital Increase which have been approved the
Independent Shareholders' Meeting at the Company's Annual GMS on 19 August 2021, up to a maximum of 1,750,000 new
shares from MESOP V Program (“Capital Increase”)
2. Approve increase of Issued and Paid-Up Capital of the Company and approve the amendment of Article 4 Paragraph 2 and
Article 4 Paragraph 3 of the Articles of Association of the Company in relation with the exercising the issuance of New
Shares for implementation of the said Capital Increase.
3. Approved delegation and grant authority to the BOC of the Company with substitution rights, to do all action required in
relation to amend the Issued and Paid-Up Capital of the Company and to amend the related articles in the Articles of
Association of the Company related to the said Capital Increase.
Jakarta, 24 June 2024
Board of Directors of the Company
Names mentioned 12 people and organisations named in the text · linked when the evidence is strong
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Mawar & Rekan
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Financial Services Authority
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Reappointed Mr. Muhamad Shanie Mubarak
· Director
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Minister of Law and Human Rights
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