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20240621_BEEF_Ringkasan Risalah//Risalah RUPS_31663573_lamp1.pdf
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MINUTES OF SUMMARY
ANNUAL GENERAL MEETING OF SHAREHOLDERS
AND
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT ESTIKA TATA TIARA Tbk
PT Estika Tata Tiara Tbk, (the "Company") hereby notifies the Shareholders of the Company, that the Company has
held an Annual General Meeting of Shareholders ("AGMS") and Extraordinary General Meeting of Shareholders
("EGMS") which were held physically and electronically using the Easy.KSEI system provided by PT Kustodian Sentral
Efek Indonesia ("KSEI"), with the following details:
I. Day and Date : Thursday, 20 June 2024
Time : 10.00 WIB - 12.00 WIB
Venue : Equity Tower, LG Floor (Main Hall Equity)
Lot 9, SCBD – Jl. Jend. Sudirman Kav 52 – 53
Jakarta 12190
Mechanism : Organized physically and electronically by the Company by
using the eASY.KSEI system provided by KSEI.
II. Agenda Annual General Meeting of Shareholders
1. Approval of the Annual Report and ratification of the Company's Financial Statements for the financial
year ended December 31, 2023, and the granting of full repayment and exemption (volledig acquit
et de charge) to the Company's Board of Directors for the Company's management actions and the
Company's Board of Commissioners for the Company's supervisory actions that have been carried
out during the 2023 financial year.
2. Approval of the appointment of a Public Accounting Firm that will audit the Company's Consolidated
Financial Statements for the financial year 2024 and the determination of the honorarium of the
Public Accounting Firm and other requirements.
3. Determination of honorarium and other allowances and delegation of authority to the Board of
Commissioners of the Company to determine honorarium and other allowances for the Board of
Directors and Board of Commissioners of the Company respectively for the financial year 2024.
III. Agenda Extraordinary General Meeting of Shareholders
1. Approval from independent shareholders is required for the Company's proposed acquisition of 99%
of issued shares from PT Fajar Jaya Anugerah, PT Sinar Wijaya Utama, and PT Sukses International
Anugerah Pratama (collectively referred to as the "Target Company"). This acquisition constitutes
Material and Affiliate Transactions as defined in Financial Services Authority Regulation No.
17/POJK.04/2020 on Material Transactions and Changes in Business Activities ("POJK No. 17/2020")
and Financial Services Authority Regulation No. 42/POJK.04/2020 on Affiliate Transactions and
Conflicts of Interest Transactions ("POJK No. 42/2020").
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IV. Members of the Board of Directors present at the Meeting:
President Director Ir. Imam Subowo, MMA
Director Edie
Director Robby Hendra Wijaya
- Member of the Board of Commissioner present at the Meeting:
Independent of Commissioner H. Janmat Sembiring, SE
V. Pemimpin Rapat:
Rapat dipimpin oleh Sdr H. Janmat Sembiring, selaku Komisaris Independen
VI. Attendance of Shareholders at the Annual General Meeting of Shareholders:
The Annual GMS, quorum provisions as stipulated in Article 12 paragraph 2 number (1) letter a of the
Company's Articles of Association, Article 86 paragraph 1 of Law No. 40 of 2007 concerning Limited
Liability Companies ("UUPT") and Article 41 paragraph 1 letter a POJK No. 15/POJK.04/2020 ("POJK No.
15/2020"), based on these provisions, the Meeting may be held if it is attended by shareholders
representing more than 1/2 (one-half) of the total number of shares with rights votes present in the
meeting.
In this regard, Annual GMS the Shareholders who are present or represented by their Proxies in the
Meeting represent as many as 6,748,058,331 shares or represent 95.97% of all shares that have been
issued by the Company with valid voting rights, and therefore the quorum requirements as stipulated in
these provisions have been met, so that the Meeting is valid and has the right to take binding decisions
in accordance with the agenda Meeting.
VII. Attendance of Shareholders at the Extraordinary General Meeting of Shareholders:
The Extraordinary General Meeting of Shareholders, quorum provisions outlined in Article 12 paragraph
6 letter (a) of the Company's Articles of Association in conjunction with Article 44 POJK No. 15/2020,
Article 14 of the Financial Services Authority Regulation No. 17/POJK.04/2020 regarding Material
Transactions and Changes in Business Activities, and Article 4 paragraph (1) letter d number 1 of the
Financial Services Authority Regulation No. 42/POJK.04/2020 concerning Affiliate Transactions and
Conflicts of Interest Transactions apply. According to these provisions, the meeting must have attendance
of shareholders representing at least 1/2 (one-half) of the total number of shares with valid voting rights
owned by the Independent Shareholders, and the resolution of the Meeting is valid if approved by more
than 1/2 (one-half) of the total number of shares with voting rights present at the Meeting owned by the
Independent Shareholders.
Concerning this, in the Extraordinary GMS, a total of 6,769,200,631 shares were present or represented
by their proxies at the meeting, which is equivalent to 96.27%, comprising the following:
1. 6,485,876,031 shares, representing 100% of Non-Independent Shareholders;
2. 283,324,600 shares, representing 51.94% of the total 545,495,388 shares, all of which belong to the
Independent Shareholders. As a result, the quorum requirements as stipulated in these provisions have
been met. Hence, the Meeting is considered valid and retains the authority to make binding decisions in
accordance with the agenda of the Meeting.
VIII. Submission of Questions and/or Opinions at the General Meeting of Shareholders:
Shareholders and proxies had the chance to give their input and ask questions during the meeting, but
there were no queries or opinions presented by any of them.
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IX. Decision Making Mechanism at the General Meeting of Shareholders:
a. The Resolution of the Meeting is carried out by voting, because there are several Shareholders
who give power of attorney to (a) attend the Meeting only but not to vote (abstain) and (b)
attend the Meeting and vote against it;
b. Voting is carried out orally by raising hands by the Shareholders or their proxies who disagree
and then continued with the Shareholders or their proxies who cast blank votes (abstain).
c. Based on the provisions of the Company's Articles of Association and Article 47 of OJK Regulation
No. 15, the valid voting rights of those who attend the Meeting but do not vote or abstain, are
considered to have issued the same vote as the majority of the Shareholders who voted.
d. Based on the Financial Services Authority Regulation Number 16/POJK.04/2020 dated April 20,
2020 concerning the Implementation of the General Meeting of Shareholders of Public Companies
Electronically. This meeting was held physically and electronically using the electronic facilities
of the general meeting of shareholders provided by PT Kustodian Sentral Efek Indonesia, namely
eASY.KSEI (related to the granting of power of attorney through e-Proxy and also the exercise of
voting rights through e-Voting).
X. Voting Results of the Annual General Meeting of Shareholders and Meeting Resolutions:
The results of decision-making carried out by voting/voting and Meeting Decisions are as follows:
First Agenda
Approved Disagree Abstain Proposed Question
6.747.842.931 voter / 400 voter / 0% 215.000 voter / 0% Null
99,999%
Decision of Meeting:
Approved and ratify the Annual Report regarding the Company's business and the Company's financial
administration for the financial year 2023, as well as the Company's Financial Statements including the
Company's Balance Sheet and Profit/Loss Calculation for the financial year ended December 31, 2023 which
has been audited by Independent Public Accounting Firm Irfan Zulmendra and approve the Board of
Commissioners' Supervisory Report for the financial year ended December 31, 2023, and provide full
discharge and discharge of responsibility (volledig acquit et de charge) to all members of the Board of Directors
and the Board of Commissioners of the Company for the supervisory and management actions carried out for
the financial year ending December 31, 2023, as long as these actions are reflected in the Annual Report,
Financial Statements and Supervisory Report of the Board of Commissioners for the financial year 2023.
Second Agenda
Approved Disagree Abstain Proposed Question
6.747.842.931 voter / 400 voter / 0% 215.000 voter / 0% Null
99,999%
Decision of Meeting:
Approved the appointment of Drs. Kartoyo & Rekan Independent Public Accountant Firm to audit the
Company's Financial Statements for the financial year 2024 ending on December 31, 2024 and authorized the
Board of Directors of the Company to determine the honorarium of the Independent Public Accountant and
the requirements related to the appointment.
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Third Agenda
Approved Disagree Abstain Proposed Question
6.747.842.931 voter / 400 voter / 0% 215.000 voter / 0% Null
99,999%
Decision of Meeting:
Approved to authorize the Board of Commissioners to determine salaries and/or other allowances for members
of the Company's Board of Directors, as well as honorarium and other allowances for members of the
Company's Board of Commissioners for the financial year 2024, taking into account the
input/recommendations from the Nomination and Remuneration Committee.
XI. Voting Results of the Extraordinary General Meeting of Shareholders and Meeting Resolutions:
1. First Agenda
Approved Disagree Abstain Proposed Question
283.324.600 Shares Nihil Nihil Nihil
First Agenda:
Approved the development of the Company's business through the acquisition transaction of 99% (ninety-
nine percent) of the shares that have been issued by PT Fajar Jaya Anugerah, PT Sinar Wijaya Utama and PT
Sukses International Anugerah Pratama (each referred to as the "Target Company"), which are Material
Transactions and Affiliate Transactions as referred to in the Financial Services Authority Regulation No.
17/POJK.04/2020 concerning Material Transactions and Amendments Business Activities and Financial
Services Authority Regulation No. 42/POJK.04/2020 concerning Affiliate Transactions and Conflicts of Interest
Transactions.
This is the Summary of the Minutes of the Annual General Meeting of Shareholders and the Extraordinary General
Meeting of Shareholders of PT ESTIKA TATA TIARA Tbk.
Jakarta, 20 June 2024
PT ESTIKA TATA TIARA Tbk
Company’s Board of Directors
Names mentioned 13 people and organisations named in the text · linked when the evidence is strong
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PT Kustodian Sentral Efek Indonesia
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PT Fajar Jaya Anugerah
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PT Sinar Wijaya Utama
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PT Sukses International Anugerah Pratama
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Financial Services Authority
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Drs. Kartoyo & Rekan
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Drs. Kartoyo
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