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20240624_INET_Ringkasan Risalah//Risalah RUPS_31674119_lamp3.pdf
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SUMMARY OF MINUTES OF THE ANNUAL GENERAL MEETING OF
SHAREHOLDERS
PT SINERGI INTI ANDALAN PRIMA Tbk
Sincerely,
The Summary of the Minutes of the Annual General Meeting of Shareholders (the
"Meeting") of PT SINERGI INTI ANDALAN PRIMA Tbk., domiciled in South Jakarta (the
"Company"), which was held on Thursday, June 20, 2024, at the Premier Lounge
Building, 11th Floor, Prosperity Tower SCBD Unit 11-F, Level 11 District 8, South Jakarta
– 12190.
The meeting opened at 02.23 pm and closed at 03.17 pm.
A. The agenda of the meeting is as follows :
1. The approval of the Company's Annual Report includes the Company's Activity
Report, the Report on the Supervisory Duties of the Board of Commissioners
and the Ratification of the Company's Financial Statements for the financial
year ended December 31, 2023.
2. Approval of the use of the Company's Profit for the Financial Year ending on
December 31, 2023.
3. Appointment of a Public Accounting Firm to audit the Company's Financial
Statements for the financial year 2024.
4. Determination of salary or honorarium and other allowances for the
Company's Board of Directors and Board of Commissioners for the 2024
Financial Year.
5. Report on the Realization of the Use of Proceeds from the Public Offering and
Conversion of Series I Warrants.
6. Approval of the Company's Authorized Capital Increase.
7. Changes in the composition of the Company's Board of Directors.
B. The meeting was attended by members of the Board of Commissioners
and the Board of Directors as follows :
1. Mr. Setyanto Hantoro President Commissioner
2. Mr. Cahyana Ahmad Jayadi Independent Commissioner
3. Mr. Muhammad Arif, President Director
4. Mr. Bayu Satrio Director
5. Mr. Erwin Tanjung Director
C. Quorum of Shareholders.
The Meeting was attended by the shareholders and/or their proxies who were
present and/or represented either through eASY.KSEI or physically present at the
Meeting as many as 5,906,208,700 shares which are 78.749% of the
7,500,041,804 shares which are all shares that have been issued or issued by
the Company up to the date of the Meeting, therefore the provisions regarding
the quorum of the Meeting as stipulated in Article 41 paragraph 1 letter (a) and
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Article 42 paragraph 1 letter (a) of the Regulations Financial Services Authority
No.15/POJK.04/2020 ("POJK No.15/2020"), has been fulfilled.
D. Question and Answer Opportunity.
Shareholders and/or their proxies who are physically present at the Meeting or
electronically through the eASY.KSEI application are given the opportunity to
submit questions, opinions, proposals and/or suggestions related to the agenda
of the Meeting discussed.
With a mechanism for shareholders and/or their proxies who are physically
present at the Meeting by raising their hands and submitting a question form,
while for shareholders and/or their proxies who are present electronically by
writing in the "Electronic Opinions" chat feature.
There was 1 shareholder who was physically present at the Meeting who asked
questions and/or opinions on the First Meeting Agenda.
E. Decision Making Mechanism.
The decision-making mechanism is carried out orally by asking shareholders
and/or their proxies who are physically present at the Meeting to raise their hands
for those who vote against and abstain, those who vote in favor are not asked to
raise their hands.
Shareholders and/or their proxies who are present electronically can cast their
votes through the E-Meeting Hall Screen on the eASY.KSEI application.
Abstention votes are considered to have issued the same vote as the majority of
shareholders who voted.
F. Meeting Decisions.
The results of decision-making carried out through voting are as follows:
First Meeting Agenda
- Votes Present : 5,906,208,700 shares
- Vote Disagree : 12,100 shares
- Abstain Vote : - Share
- Total Votes APPROVED : 5,906,196,600 shares
or represent 99.999% of the total votes present in the Meeting;
Thus the meeting with the most votes decided:
1. Accepted and approved the Company's Annual Report for the financial
year ended December 31, 2023, including the Report of the Board of
Directors and the Report on Supervisory Duties of the Board of
Commissioners of the Company during the financial year 2023.
2. Approve and ratify the Company's Financial Statements for the Financial
Year 2023 which have been audited by Morhan & Partners Public
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Accounting Firm in accordance with its Report Number
00114/2/0961/AU.1/05/1023-2/1/IV/2024 dated April 8, 2024 with a Fair
opinion, and provide full exemption and repayment of responsibility
(acquit et decharge)) to all the Board of Directors and the Board of
Commissioners for the Company's management and supervision actions
that have been carried out during the 2023 Financial Year, as long as they
are not criminal offenses or violate the applicable legal provisions and
procedures and are recorded in the Company's financial statements and
do not conflict with laws and regulations.
Second Meeting Agenda
- Votes Present : 5,906,208,700 shares
- Vote Disagree : 1,062,300 shares
- Abstain Vote : - Share
- Total Votes APPROVED : 5,905,146,400 shares
or represent 99.982% of the total votes present in the Meeting;
Thus the meeting with the most votes decided:
1. Approved the Company's policy of not distributing dividends to
shareholders for the financial year 2023;
2. The Company's reserve fund to meet the requirements of article 70
paragraph (1) of the UUPT is Rp 300,000,000,- (three hundred million
Rupiah) and the Company is committed to making reserves every year in
accordance with the annual operational results obtained by the Company
until it can meet the provisions contained in article 70 of the UUPT;
3. And the remaining total net profit for the current year obtained by the
company during the 2023 financial year amounted to IDR 575,692,019,-
recorded as retained earnings by the company .
Third Meeting Agenda
- Votes Present : 5,906,208,700 shares
- Vote Disagree : 100 shares
- Abstain Vote : - Share
- Total Votes APPROVED : 5,906,208,600 shares
or represent 99.999% of the total votes present in the Meeting;
Thus the meeting with the most votes decided:
Approved to delegate authority to the Board of Commissioners of the
Company to appoint a Public Accounting Firm registered with the OJK to
audit the Company's books for the financial year 2024 and to authorize
the Board of Commissioners of the Company to determine the criteria for
a Public Accounting Firm to audit the Company's financial statements for
the financial year 2024 in accordance with applicable regulations, as well
as to authorize the Board of Directors of the Company to determine
honorariums and other requirements for the Public Accounting Firm.
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Agenda of the Fourth Meeting
- Votes Present : 5,906,208,700 shares
- Vote of Disapproval : 1,050,300 shares
- Abstain Vote : - Share
- Total Votes APPROVED : 5,905,158,400 shares
or represent 99.982% of the total votes present in the Meeting;
Thus the meeting with the most votes decided:
Approve the granting of authority to the Board of Commissioners of the
Company to determine honorariums, allowances and other facilities for
members of the Board of Commissioners of the Company, as well as
salaries, allowances and other facilities for members of the Board of
Directors of the Company, taking into account the recommendations of
the Nomination and Remuneration Committee of the Company.
Agenda of the Fifth Meeting
In connection with the Agenda of the Fifth Meeting, namely the Report on
the Realization of the Use of Funds from the Public Offering & Conversion
of Series I, no decision was made.
Agenda of the Sixth Meeting
- Votes Present : 5,906,208,700 shares
- Vote Disagree : 12,100 shares
- Abstain Vote : - Share
- Total Votes APPROVED : 5,906,196,600 shares
or represent 99.999% of the total votes present in the Meeting;
Thus the meeting with the most votes decided:
1. Approved to increase the Company's authorized capital to IDR
300,000,000,000,- which is divided into 30,000,000,000 shares with a nominal
value of IDR 10,- per share.
2. To give power and authority with the right of substitution to the Company's
Board of Directors to take all necessary actions in connection with the increase
of the Company's authorized capital without any exception in accordance with
applicable regulations and laws.
Agenda of the Seventh Meeting
- Votes Present : 5,906,208,700 shares
- Vote Disagree : 12,100 shares
- Abstain Vote : - Share
- Total Votes APPROVED : 5,906,196,600 shares
or represent 99.999% of the total votes present in the Meeting;
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Thus the meeting with the most votes decided:
1. Approve and ratify the resignation of Mr. Erick Bermand Siregar from his
position as Director of the Company, effective from the date of closing this
Meeting with gratitude for his contributions and thoughts during his term of
office and providing full discharge and discharge of responsibility (acquit et
decharge) for management actions that have been carried out from January
1, 2024 until the date of closing of this Meeting, as long as it is reflected in
the Company's financial statements.
2. The composition of the members of the Board of Directors and the Board of
Commissioners of the Company from the date of the closing of this Meeting
until the closing of the Annual General Meeting of Shareholders of the
Company held in 2027, is as follows:
MANAGEMENT
- President Director MUHAMMAD ARIF
- Director BAYU SATRIO
- Director ERWIN TANJUNG
BOARD OF COMMISSIONERS
- President Commissioner SETYANTO HANTORO
- Independent Commissioner CAHYANA AHMAD JAYADI
3. To give power and authority with the right of substitution to the Company's
Board of Directors to take all necessary actions in connection with the change
in the composition of the Company's Board of Directors without any exclusion
in accordance with applicable regulations and laws.
Thus the summary of the minutes of this Meeting is made as presented in the Meeting.
Jakarta, June 24 2024
PT SINERGI INTI ANDALAN PRIMA Tbk
Board of Directors
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Names mentioned 9 people and organisations named in the text · linked when the evidence is strong
unresolved
person
Bayu Satrio
· Director
p.1
unresolved
org
Financial Services Authority
p.2
unresolved
org
Morhan & Partners
p.2
unresolved
person
Erick Bermand Siregar
p.5
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