Skip to content
Back to announcement

20260519_BBLD_Ringkasan Risalah//Risalah RUPS_32092525_lamp2.pdf

RUPS minutes Needs review BBLD

Source file signed link, expires in 15 minutes

This browser can't display the PDF inline. Open it in a new tab.

Extracted text 6

Page 1
                     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
Page 2
      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.
Page 3
                     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
Page 4
        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.
Page 5
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:
Page 6
     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

File

File Open PDF
Source IDX
Size0.23 MB
Published20 May 2026
Pages6
Characters15,750
Text sourceEmbedded text layer
OCR confidence—

Names mentioned 14 people and organisations named in the text · linked when the evidence is strong

linked person Siang Hadi Widjaja p.1 ×4
linked person Tjan Soen Eng p.1 ×3
linked person Pintaro Mulia · Commissioner p.1 ×5
linked person Yannuar Alin p.2 ×2
linked person Herman Lesmana p.2 ×2
linked person Mariana Setyadi p.2 ×2
unresolved org BUANA FINANCE Tbk p.1 ×4
unresolved org Financial Services Authority p.1 ×3
unresolved person Notary Fathiah Helmi p.2
unresolved org Palilingan & Rekan p.3
unresolved org Ministry of Law p.3 ×2
unresolved org Palilingan & Partners p.4 ×2
unresolved org Minister of Law p.5 ×2
unresolved — Arwani · Chairman p.6

Extraction attempts how the parser did, and what it refused

Nothing structured was extracted from this document — the attempts below say why.

Rule parser Needs review confidence 0.000 615 ms 12 Sep 2026 22:21

no RUPS minutes content - likely misclassified

↑↓ select ↵ open ⇧↵ see every result