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20240621_UNVR_Ringkasan Risalah//Risalah RUPS_31663755_lamp3.pdf
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THE SUMMARY OF MINUTES OF
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT UNILEVER INDONESIA Tbk
To comply with the provisions of article 49 paragraph (1) Jo Article 51 paragraph (2) of
regulation of the Financial Services Authority number 15/POJK.04/2020 regarding The Plan
and the Implementation of the General Meeting of Shareholders of Public Company ("POJK
15/2020"), PT Unilever Indonesia Tbk, the company established under the legislation of the
Republic of Indonesia, domiciled in Tangerang District and its headquarter at Grha Unilever,
Green Office Park Kav 3, Jalan BSD Boulevard Barat, BSD City, Tangerang, Banten, 15345
("the Company") hereby announce The Summary of Minutes of The Annual General Meeting
of Shareholders ("Meeting").
Summary of minutes of this Meeting contains information in accordance with the provisions
of article 51 paragraph (1) of POJK 15/2020 as follows:
A. Meeting date, venue of Meeting, time of Meeting and agenda item of the Meeting
The date of the Meeting: Thursday 20th June 2024 and the venue was at Grha Unilever, Green
Office Park Kav. 3, Jalan BSD Boulevard West, BSD City, Tangerang, Banten 15345.
Meeting time: 13.39 WIB to 14.53 WIB
Meeting Agenda:
1. Ratification on the Financial Statements of the Company and Approval on the
Annual Report of the Company including the report on the supervisory duties of the
Board of Commissioners of the Company for the accounting year ended on 31
December 2023.
2. Determination of the appropriation of the profit of the Company for the accounting
year ended on 31 December 2023.
3. Approval of the Designation of a Public Accountant and/or Public Accounting Office
to audit the books of the Company for the accounting year ending on 31 December
2024 and determination of the honorarium, and other terms of their designation.
4. a. Re-appointments and appointments of members of the Board of Directors of the
Company
b. Changes on composition of Directors of the Company
c. Determination of remuneration of the members of the Board of Directors and the
Board of Commissioners of the Company for the accounting year ended on 31
December 2024.
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B. Attendance of the Members of Board of Directors and Board of Commissioners of the
Company
Physical attendance:
The Board of Commissioners:
President Commissioner : Mr. Sanjiv Mehta
Independent Commissioner : Mr. Alexander Rusli;
Independent Commissioner : Mrs. Debora Herawati Sadrach;
Independent Commissioner : Mr. Fauzi Ichsan; and
Independent Commissioner : Mr. Ignasius Jonan.
The Board of Directors:
Presiden Director : Mr. Benji Yap
Director : Mr. Ainul Yaqin;
Director : Mrs. Amaryllis Esti Wijono;
Director : Mrs. Enny Hartati;
Director : Mrs .Nurdiana Darus;
Director : Mr. Vivek Agarwal; and
Director : Mr. Willy Saelan.
C. The amount of share with a valid voting right which present or represented during
the Meeting and the percentage from the entire share issued by the Company which
is in the amount of 38,150,000,000 shares are as follow:
Number of shares Percentage
35.175.154.529 92,202%
D. The opportunity to raise question and/or opinion on the agenda of the Meeting
At the end of the discussion of the Meeting, the Chairman of the Meeting has provided
the opportunity for shareholders or their proxies who are present in the Meeting both
physically and electronically to raise questions and/or provide opinions. In the Meeting
there were 5 shareholders or their proxy who raised any question and/or opinion.
E. Voting mechanism in the Meeting
In accordance with the provisions of Article 15 paragraph 8 of the Articles of Association
of the Company, the decision submitted for all agenda of the Meeting must be taken
based on deliberation for consensus. If no consensus can be reached, then the decision
of the Meeting must be taken 1/2 (one-half) part of the number of validly issued votes in
the Meeting. Decisions for all agenda items of the Meeting are taken based on closed
voting and unbundling.
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The proposed resolutions for all of Agenda of the Meeting had been validly approved
through a voting mechanism, with the result as set out in part F below.
F. Voting Result of the Meeting.
The votes cast in the voting for decision of all Agenda of the Meeting have been
calculated and validated by an independent party, namely Mr. Syarifudin, S.H., a Notary,
with a percentage of the number of shares whose holders are present or represented at
the Meeting shown in the table as follows:
(i) voting of the first agenda of the Meeting
Agenda Consenting Dissenting Abstain
First 35.085.939.056 12.789.678 shares 76.425.795 shares
shares representing representing representing
99,746368% 0,03636% 0,217272%
(ii) voting of the second agenda of the Meeting
Second 35.098.083.469 659.000 shares 76.412.060 shares
shares representing representing representing
99,780894% 0,001874% 0,217233%
(iii) voting of the third agenda of the Meeting
Third 35.010.934.834 73.255.000 shares 90.964.695 shares
shares representing representing representing
99,533137% 0,208258% 0,258605%
(iv) voting of the fourth agenda letter a of the Meeting
Re-appointments 35.082.110.256 16.600.178 shares 76.444.095 shares
and appointments shares representing representing
of members of the representing 0,047193% 0,217324%
Board of 99,735483%
Commissioners of
the Company
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(v) voting of the fourth agenda letter b of the Meeting
Changes on 35.085.939.056 12.789.678 shares 76.425.795 shares
composition of shares representing representing
Directors of the representing 0,03636% 0,217272%
Company 99,746368%
(v) voting of the fourth agenda letter c of the Meeting
Determination of 35.079.712.504 17.969.765 shares 77.472.260 shares
remuneration of shares representing representing representing
the members of the 99,72866% 0,051087% 0,220247%
Board of Directors
and the Board of
Commissioners of
the Company for
the accounting
year ended on 31
December 2024
G. Resolutions of the Meeting
G.1 First Agenda of the Meeting
1 To approve ratification on the Financial Statements of the Company and Approval
on the Annual Report of the Company including the report on the supervisory duties
of the Board of Commissioners of the Company for the accounting year ended on 31
December 2023;
G.2 Second Agenda of the Meeting
1. Distributing the final dividen from net profit from the end of the Fiscal Year dated
31st December 2023 and from the Company’s retained earnings from previous years
which is IDR77 (seventy seven Rupiah) per share or the whole total of
IDR2,937,550,000,000 (two trillion nine hundred thirty seven billion five hundred fifty
million Rupiah) (“Final Dividen”), to the shareholders/owners of 38.150.000.000
(thirty eight billion one hundred and fifty million) Company Shares whose names are
recorded in the Company Shareholders’ List on 2 July 2024 at 16:00 West Indonesia
Time (“Shareholders Who Have the Right”), in accordance paying attention to the
regulations stipulated in PT Bursa Efek Indonesia (Indonesia Stock Exchange), with
due observance of the regulations of the Indonesia Stock Exchange, bearing in mind
that the Company shares that are collaboratively placed, with the following terms
applied:
- Cum Dividen in the Regular Market and Negotiation on 28 June 2024;
- Ex Dividen in the Regular Market and Negotiation on 1 July 2024;
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- Cum Dividen in the Cash Market Place on 2 July 2024; and - Ex Dividen in the CashMarket on 3 July 2024. 2. Validation of interim dividen shares for the 2023 Fiscal Year from net profits of the Company that ends on 31st December 2023 as much as IDR63 (sixty three Rupiah) per share or the overall sum of IDR2,403,450,000,000 (two trillion four hundred three billion four hundred fifty million Rupiah of shareholders/owners of 38.150.000.000 (thirty eight billion one hundred and fifty million), of Company shares whose names are listed in the Company Shareholder List on 8th December 2023 at 16:00 West Indonesia Time and payment has been implemented on 19th December 2023. Therefore, the Company dividen that will be received by the Company Shareholders for the end of the Fiscal Year on 31st December 2023 will be IDR140 (one hundred fourty Rupiah) per share or the total amount of IDR5.341.000.000.000 (five trillion three hundred forty one billion Rupiah). Payment of Final Dividen to the Shareholders who have the Right, will be implemented on 18 July 2024 at the latest. Shareholders who have the Right; but whose shares have not been placed collectively into the Securities Depository Services (PT Kustodian Sentral Efek Indonesia - KSEI), the payment of the Final Dividen will occur when the book-entry settlement (bank transfer) has been implemented to each of the Shareholders who have the Right. For the implementation of book-entry settlement, the Shareholders that have the Right to shares that have not been placed collectively at KSEI are asked to inform the name of their banks and account numbers which is, in their name (Shareholders who have the Right), in writing to the Bureau of Securities Administration (Biro Administrasi Efek Perseroan - BAE), PT Sharestar Indonesia, with the address of SOPO DEL Office Tower & Lifestyle Tower B Lantai 18, Jl. Mega Kuningan Barat III, Lot 10.1-6, Kawasan Mega Kuningan, Jakarta Selatan 12950 or to the Shareholder with the latest date of 2 July 2024 at 16:00 West Indonesia Time. For Shareholders who have the Right whose shares have been placed collectively at KSEI, the Final Dividen will be distributed/transferred through the shareholders’ bank account of KSEI according to the procedural rules of the policies in place. Dividen Taxes will be implemented for the Final Dividen distribution according to the valid polices in place and will be withheld by the Company. Shareholders who are Domestic Tax Payers in the form of Legal Entity, are required to convey their Tax Payment Identification Number (NPWP) to the KSEI, with the
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address of Gedung Bursa Efek Indonesia, Tower I Lt. 5 Jl. Jend. Sudirman Lot 52-53
Jakarta 12190 or to the Biro Administrasi Efek Perseroan (Bureau of Securities
Administration), PT Sharestar Indonesia, on 2 July 2024 up to 16:00 West Indonesia
Time at the latest.
Shareholders who are Foreign Tax Payers and require exemption or Income Tax Tarif
Deduction– Paragraph 26 (PPh Pasal 26), should be Tax Payers of a “Treaty Country
Partner”, with the following Terms and Conditions:
(i) If the Shareholder’s shares in the Company is not included in the collective
placement at the KSEI, the Shareholders should disperse the original Certificate
of Domicile or photocopy of the Certificate of Domicile that has been legalized
by the Biro Administrasi Efek Perseroan (Bureau of Securities Administration),
which is PT Sharestar Indonesia; and
(ii) If the shares of the Shareholder in the Company has been entered into the
collective placement at KSEI, the Shareholder will therefore, need to handover
their Certificate of Domicile or photocopy of the Certificate of Domicile that has
been legalized by KSEI, through a participant that has been appointed by the
Foreign Shareholder.
The handover of the Certificate of Domicile should be implemented on 2 July 2024 up
to 16:00 West Indonesia Time at the latest.
3. Giving the authority to the Company Directors to implement the Final Dividen
distribution and for this reason alone, will implement all actions needed including
but not limited to announcing the final dividend distribution on the Company’s
Website.
4. Determine the remaining profit balance that has not been placed as reserve by the
Company after payment of the said Final Dividen above has been made, and has
been recorded as the Company profit balance that has not be made as reserve for
the next Fiscal Year.
G.3 Third Agenda of the Meeting
1. to appoint the Public Accountant of Kartika Singodimejo (Akuntan Publik Kartika
Singodimejo), licensed as Public Accountant No. AP.0847 and Public Accountant
Office Siddharta Widjaja & Partner, member of the KPMG Firm, each as the Public
Accountant and Public Accountant Office to audit the Company Books for end of the
Fiscal Year on 31st December 2024.
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2. giving authority to the Board of Commissioners to determine the honorarium for the
Public Accountant and Public Accountant Office as well as other Terms and
Conditions that has been delivered.
G.4 Fourth Agenda of the Meeting
The first item of the fourth agenda is as follows:
1. Confirming that the composition of board Directors of the Company, effective from the
closing of the Company’s Annual General Meeting of Shareholders to be held in 2027,
as well as not reducing the Rights of the General Meeting of Shareholders to terminate
at any point in time as follows:
- President Commissioner : Mr. Sanjiv Mehta;
- Independent Commissioner : Mr. Alexander Rusli;
- Independent Commissioner : Mrs. Alissa Wahid;
- Independent Commissioner : Mrs. Debora Herawati Sadrach;
- Independent Commissioner : Mr. Fauzi Ichsan; and
- Independent Commissioner : Mr. Ignasius Jonan;
The second item of the fourth agenda is as follows:
2. Confirming that the composition of board Directors of the Company,
effective since 25 May 2024 until the closing of the Company’s Annual General Meeting
of Shareholders to be held in 2026, as well as not reducing the Rights of the General
Meeting of Shareholders to terminate at any point in time as follows:
- President Director : Mr. Benjie Yap;
- Director: Mr. Ainul Yaqin ;
- Director : Mrs. Enny Hartati;
- Director : Mrs. Hernie Raharja;
- Director : Mr.Vivek Agarwal;
- Director : Mrs. Amaryllis Esti Wijono;
- Director: Mrs. Nurdiana Darus; and
- Director : Mr. Willy Saelan.
effective since the closing of the Meeting until the closing of the Company’s Annual
General Meeting of Shareholders to be held in 2026, as well as not reducing the Rights
of the General Meeting of Shareholders to terminate at any point in time as follows:
- President Director : Mr. Benjie Yap;
- Director: Mr. Ainul Yaqin ;
- Director : Mrs. Enny Hartati;
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- Director : Mrs. Hernie Raharja;
- Director : Mr. Vivek Agarwal; and
- Director : Mr. Willy Saelan;
3. to confer power of attorney to the Board of Directors of the Company and/or Mr. Enrico
Sihotang, private, both together and or individually to:
a. Declare part or all of the decisions taken for the agenda of this Meeting before the
Notary in Indonesian and/or English;
b. Notify the composition of the Boards of Directors of the Company as decided in the
agenda of the Meeting to the Minister of Law and Human Rights of the Republic of
Indonesia and register them in the Company Register in accordance with applicable
laws and regulations and
c. Make changes and/or additions if required for the above purposes, without any
exceptions.
This power of attorney is granted with the following conditions:
a. This power of attorney is granted with the right to delegate to another party;
b. This power of attorney is valid since the closing of the Meeting; and
c. The Meeting agreed to ratify all actions carried out by the proxy under this power of
attorney.
The third item of the agenda of the fourth agend are as follows:
1. Approved the salary adjustments and benefits for the Members of the Board of
Commissioners by increasing no more than 3% (three percent) from the sum of
salary and benefits from 2023 and giving the full power of attorney to the Company
President of Commissioner to determine the effective date of such increase to be
applied and detail on allocation of the division for each member of the Company’s
Board of Commissioners.
2. Provide full power of attorney and full authority to the Company’s Board of
Commissioners to determine the amount of remuneration for members of the
Company’s Board of Directors for the end of the Fiscal Year on 31 Desember 2024
and detailed allocation of the division for each member of the Company’s Board of
Directors.
Hereby the Summary of Minutes has been prepared pursuant to the provision of Article 49
paragraph (1) jo Article 51 paragraph (2) of POJK No. 15/2020.
Tangerang, 21 June 2024
The Board of Directors of the Company
Names mentioned 24 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1
unresolved
person
Sanjiv Mehta Independent
p.2 ×2
unresolved
person
Debora Herawati Sadrach
p.2 ×2
unresolved
person
Fauzi Ichsan
p.2 ×2
unresolved
person
Benji Yap
p.2
unresolved
person
Amaryllis Esti Wijono
· Director
p.2 ×2
unresolved
person
Enny Hartati
· Director
p.2 ×4
unresolved
person
Vivek Agarwal
· Director
p.2 ×2
unresolved
org
Indonesia Stock Exchange
p.4 ×2
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.5
unresolved
org
PT Sharestar Indonesia
p.5 ×3
unresolved
person
Alissa Wahid
p.7
unresolved
person
Benjie Yap
· President Director
p.7 ×5
unresolved
person
Enrico Sihotang
p.8
unresolved
org
Minister of Law and Human Rights
p.8
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