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20260519_BBLD_Ringkasan Risalah//Risalah RUPS_32092525_lamp2.pdf
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ANNOUNCEMENT OF SUMMARY MINUTES OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT BUANA FINANCE Tbk
The Directors of PT Buana Finance Tbk (the “Company”) hereby announces to the
Shareholders of the Company that the Company has held the Annual General Meeting of
Shareholders (the “Meeting”) as follows:
A. Meeting
Day/Date : Monday, May 18, 2026
Time : 14.06 pm until 15.22 Western Indonesian Time
Venue : Hotel Shangri-La Jakarta
Jl. Jend. Sudirman Kav. 1 Jakarta Pusat
Agenda of the Meeting:
1. Approval of the Annual Report for the financial year 2025
2. Determination on the Use of the Company’s Net Profit for the financial year 2025
3. Appointment of Public Accountant/Public Accounting Firm for the financial year 2026 and
other requirements related to appoinment
4. Determination of remuneration for the Directors, the Board of Commissioners, and
Sharia Supervisory Board of the Company
5. Approval for the pledge of the Company’s assets more than 50% (fifty percent) of the
Company’s entire net assets, whether existing or future, for the purpose of obtaining
financing from Banking Financial Institutions, Non-Banking Financial Institutions, and the
public (through securities other than equity securities offered via a public offering),
without prejudice to the Articles of Association and the prevailing laws and regulations
6. Discussion of the Feasibility Study in relation to the addition of the Company’s business
activities in order to comply with Financial Services Authority Regulation Number
17/POJK.04/2020 concerning Material Transactions and Changes in Business Activities
(“POJK 17/2020”)
7. Amendment to the Articles of Association, including the addition of the Sharia Business
Unit activities and the revision of KBLI 2025, with the working capital of the Sharia
Business Unit derived from retained earnings.
8. Changes in the Company's Management
Chairperson of the Meeting
The meeting was chaired by Siang Hadi Widjaja as the President Commissioner of the
Company
B. Members of the Board of Commissioners and Directors who attended the Meeting
Board of Commissioners :
President Commissioner : Siang Hadi Widjaja
Commissioner : Tjan Soen Eng
Independent Commissioner : Pintaro Mulia
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Director :
President Director : Yannuar Alin
Director : Herman Lesmana
Director : Mariana Setyadi
C. Independent Party that Counted the Attendance of Shareholders and Ensured the
Meeting Process
The Company had appointed independent party, namely Securities Administration Bureau
(BAE) PT EDI Indonesia to count the shareholders who were present in the Meeting, and
Notary Fathiah Helmi, SH to notarize the meeting processes and results.
D. Quorum of Attendance of Shareholders
Meeting attended by 1.427.446.836 shares with valid voting rights or equal to 86,73% of the
total shares having valid voting rights issued by the Company.
E. Mechanism of Meeting Resolutions
The Meeting’s resolutions were resolved amicably. When an amicable resolution could not
be reached, decision was taken by voting.
F. The Opportunity to ask Question/Opinions and Voting Result
1. The shareholders were given the opportunity to ask questions and/or give opinions
regarding the Meeting Agenda and there were no questions or oppinions from
shareholders, whether present in person or via electronic, regarding any of the items on
the meeting agenda.
2. The resolutions on the first, second, third, sixth, seventh, and eight agenda items
were approved by consensus.
3. The voting results for all shares with valid voting rights present at the Meeting, including
e-Proxy and e-Voting votes from the KSEI system, are as follows:
Agenda Agree Disagree Abstain *) Total Agree**)
1,425,346,836, - 2,100,000 1,427,446,836
or shares, or shares, or
approximately approximately approximately
99.85% of all 0.15% of all 100% of all
Fourth
shares with shares with shares with
valid voting valid voting valid voting
rights present rights present rights present
at the Meeting at the Meeting. at the Meeting.
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1,425,346,836, - 2,100,000 1,427,446,836
or shares, or shares, or
approximately approximately approximately
99.85% of all 0.15% of all 100% of all
Fifth
shares with shares with shares with
valid voting valid voting valid voting
rights present rights present rights present
at the Meeting at the Meeting. at the Meeting.
*) In accordance with POJK No.15/POJK.04/2020, abstaining votes are considered to cast the same vote as the
majority of shareholders who cast their votes.
**) The total abstaining votes are added to the agreeing votes, and this amount is calculated based on the KSEI
system and the Company's BAE.
G. Meeting Resolutions were as follows:
First Agenda :
1. Approve the Company's Annual Report for the fiscal year 2025, including the
Company's Activity Report, Board of Commissioners' Supervisory Task Report; and
ratify the Company's Financial Statement that ended on December 31, 2025, which has
been audited by the Public Accounting Firm Paul Hadiwinata, Hidajat, Arsono, Retno,
Palilingan & Rekan, based on Report number 00375/2.1133/AU.1/09/0519-
3/1/III/2026, dated March 10, 2026, with the opinion present fairly in all material
respects. Therefore granting release and discharge (volledig acquit et de charge) to the
members of the Directors and Board of Commissioners of the Company from all
responsibilities for management and supervision actions that they have carried out
during the fiscal year 2025, insofar as this action is reflected in the Company's Annual
Report and is not a criminal offense;
2. Approve the granting of authority to the Directors of the Company, with the right of
substitution, to state the Company’s Annual Report for the 2025 financial year at the
Meeting and to formalize the resolutions of the Meeting under agenda item 1 in a
separate Notarial Deed, as well as to arrange for the receipt of notification of such
Annual Report by the Ministry of Law of the Republic of Indonesia and to take all
necessary actions in connection therewith.
Second Agenda :
1. Approved the appropriation of net income of the Company for the fiscal year 2025 of
Rp13.479.934.519 Furthermore, taking into account the Company’s financial condition,
the Directors deems it necessary to use the Company’s net profit for the financial year
2025 as follows:
a. Distributed as a cash dividend in the amount of Rp 2.50 per share, or a total
maximum amount of Rp 4,114,490,135, to be distributed proportionally to eligible
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shareholders; in accordance with the provisions governing cash dividends, this
amount is subject to withholding tax in accordance with applicable tax regulations
b. Rp1,000,000,000.- is determined and recorded as a reserve to fulfill the provisions
of article 70 of the Law on Limited Liability Companies and Article 23 point 1 of the
Company's Articles of Association; and
c. The remaining determined and recorded as retained earnings.
2. Approved the granting of power and authority to the Directors of the Company with the
right of substitution to take all actions in carrying out the cash dividend payments to
each shareholder, including but not limited to changing the schedule and procedure for
the distribution of the dividends mentioned above.
Third Agenda :
Approved the appointment of the Public Accountant Darmenta Pinem S.E,CPA from Public
Accounting Firm (KAP) Paul Hadiwinata, Hidajat, Arsono, Retno, Palilingan & Partners as the
Public Accountant and Public Accounting Firm that will audit the the Company’s Financial
Statement for the Fiscal Year 2026; and approved the Granting of Authority and Power to the
Company's Board of Commissioners to determine the Audit Fees and other requirements for
the Public Accountant and/or Public Accounting Firm, as well as appointing the Public
Accountant and/or Substitute Public Accounting Firm in the case of the Public Accounting
Firm (KAP) Paul Hadiwinata, Hidajat, Arsono, Retno, Palilingan & Partners for whatever
reason, were unable to complete the Audit of the Company's Financial Statements for the
Fiscal Year 2026.
Fourth Agenda :
1. Approved to determine remuneration of members of the Company's Board of
Commissioners with a maximum of Rp5,000,000,000.- gross per year and giving
authority and power to the Board of Commissioners to determine the distribution;
2. Approved to grant power and authority to the Board of Commissioners of the Company
to determine the amount of remuneration for each member of the Company's Directors.
3. Approve the granting of power and authority to the Company’s Board of Commissioners
to determine the amount of remuneration for each member of the Company’s Sharia
Supervisory Board, provided that Agenda Items 6 and 7 are approved and the
amendments to the Articles of Association regarding the addition of a sharia business
unit have been approved by the Ministry of Law of the Republic of Indonesia and in
accordance with the regulations of the Financial Services Authority.
Fifth Agenda :
1. Approve the granting of authorization for the pledging of the Company’s assets in excess
of 50% (fifty percent) of the Company’s current and future net worth for the purpose of
obtaining financing from banking and non-banking financial institutions and the public
(through securities other than equity securities via a public offering), without prejudice to
the Articles of Association and applicable laws and regulations, particularly capital
market regulations.
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2. Approved giving authority and power to the Board of Commissioners of the Company to determine the amount of loans to be received by the Company; 3. Approved to grant authority and power to the Directors of the Company with the right of substitution, to carry out all and every legal action required related to the transaction as referred to in number 1, with due observance of the terms and conditions in the prevailing laws, particularly the Capital Market Regulations. Sixth Agenda : Approve the discussion of the Feasibility Study regarding the Expansion of the Company’s Business Activities to comply with Financial Services Authority Regulation No. 17/POJK.04/2020 on Material Transactions and Changes in Business Activities (POJK 17/2020) as outlined in the Meeting announced in the Disclosure on April 9, 2026, and the amendment to the disclosure on May 12, 2026; thereby approving the Expansion of the Company’s Business Activities, the working capital for which is derived from the Company’s retained earnings. Seventh Agenda : Approve the following amendments to the Company’s Articles of Association: 1. Approve amendments to the Articles of Association, including Article 3 of the Company’s Articles of Association, namely the amendment to the business activities by adding Sharia business activities in accordance with KBLI 2025, and approve the alignment with KBLI 2025, as well as approve amendments to related to the addition of Sharia business units and adjustments to comply with applicable laws and regulations; consequently, adjustments will be made to several articles in the Articles of Association. 2. Approve the revision of all provisions in the Articles of Association in connection with the amendments referred to in item 1 above; accordingly, the Company’s Articles of Association shall henceforth read as set forth in the Appendix to the Minutes of the Meeting and shall constitute an integral part of the Minutes of the Meeting. 3. Approve the granting of authority to the Company’s Directors, with the right of substitution, to take all necessary actions in connection with the resolutions of the Meeting, including restating all such amendments to the Company’s Articles of Association in a separate Notarial Deed, including seeking approval and/or notifying the Minister of Law of the Republic of Indonesia of such amendments to the Company’s Articles of Association, and taking all necessary actions in connection therewith in accordance with the provisions of applicable laws and regulations. Eight Agenda : Approve the following changes to the Company’s management: 1. Approve the reappointment of the entire Board of Commissioners of the Company, effective from the close of this Meeting until the close of the Company’s Annual General Meeting of Shareholders to be held in 2031, in accordance with applicable laws and regulations, namely:
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Board of Commissioners:
President Commissioner : Siang Hadi Widjaja
Commissioner : Tjan Soen Eng
Independent Commissioner : Pintaro Mulia
2. Approve the appointment of:
- Arwani, as Chairman of the Sharia Supervisory Board*)
- Khariri, as a Member of the Sharia Supervisory Board*)
*) effective from the date all requirements and provisions under applicable regulations
are met, until the conclusion of the Company’s Annual General Meeting of
Shareholders to be held in 2031.
Accordingly, the composition of the Company’s Board of Commissioners and Sharia
Supervisory Board is as follows:
Board of Commissioners:
President Commissioner : Siang Hadi Widjaja
Commissioner : Tjan Soen Eng
Independent Commissioner : Pintaro Mulia
Sharia Supervisory Board:
Chairman : Arwani*
Member : Khariri*
*) effective upon fulfillment of all requirements and conditions set forth in applicable
regulations
Meanwhile, the composition of the Directors remains unchanged, as follows:
Directors:
President Director : Yannuar Alin
Director : Herman Lesmana
Director : Mariana Setyadi
3. Approve authorize the Company’s Directors, with the right of substitution, to restate the
resolution of the Meeting regarding the changes to the Company’s management
structure in a separate deed before a Notary Public, and subsequently to handle the
submission of the notification to the Minister of Law of the Republic of Indonesia and to
take all necessary actions in connection therewith in accordance with applicable laws
and regulations.
Jakarta, May 20, 2026
Directors
Names mentioned 14 people and organisations named in the text · linked when the evidence is strong
unresolved
org
BUANA FINANCE Tbk
p.1 ×4
unresolved
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Financial Services Authority
p.1 ×3
unresolved
person
Notary Fathiah Helmi
p.2
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Palilingan & Rekan
p.3
unresolved
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Ministry of Law
p.3 ×2
unresolved
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Palilingan & Partners
p.4 ×2
unresolved
org
Minister of Law
p.5 ×2
unresolved
—
Arwani
· Chairman
p.6
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