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20240621_TKIM_Keterbukaan Informasi terkait Aksi Korporasi_31663432_lamp2.pdf
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Unofficial English Translation
PT. PABRIK KERTAS TJIWI KIMIA Tbk
(“The Company”)
ANNOUNCEMENT
SUMMARY OF THE MINUTES OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS (“AGMS”)
Board of Directors of the Company hereby announced to the shareholders that the AGMS had been convened
with the summary of the minutes as follows:
The AGMS was convened on Wednesday, June 19, 2024 at Grand Hyatt Hotel, Ballroom, Jl. MH.Thamrin
No.Kav 28-30, Jakarta started at 10.46 AM Western Indonesian Time and ended at 11.21 AM Western
Indonesian Time.
The AGMS was attended by the shareholders and the eligible proxies amounting to shares 2,434,826,033 or
equal to 78.21% of the total valid voting rights which have been issued by the Company until the date of the
AGMS amounting to 3,113,223,570 shares.
The AGMS was attended by the member of the Board of Commissioners and Board of Directors of the Company
as set out below:
1. DR. Saleh Husin SE, MSi as President Commissioner
2. Hendra Jaya Kosasih as Commissioner
3. Andrie Setiawan Yapsir as Commissioner
4. Sukirta Mangku Djaja as Commissioner
5. DR. Ramelan S.H., M.H.as Independent Commissioner
6. DR. Ir. Rizal Affandi Lukman,M.A. as Independent Commissioner
7. Suhendra Wiriadinata as President Director
8. Agustian Rachmansjah Partawidjaja as Director
9. Arman Sutedja as Director
10. Alfian Lim as Director
11. Megawaty Tjendra as Director
The Agenda of the AGMS were as follows:
1. Submission of the annual report of the Company by the Board of Directors and Approval of the Company's
Consolidated Financial Statements for the financial year ended on December 31, 2023 and submit the
Supervisory Report by the Board of Commissioners for the financial year ended on December 31, 2023 and
granted full acquittal and discharged to the Board of Directors and Commissioners of the Company over any
management and supervision action conducted by them during the financial year ended on December 31,
2023 (acquit et de charge).
2. Approval of the Company's profits appropriation for the financial year ended on December 31, 2023.
3. Appointment of the registered Public Accountant and/or Independent Public Accountant at Financial Services
Authority (“OJK”) in order to audit the Comtpany's financial report for the year 2024.
4. Determiniation of the salary, honorarium, and/or allowances for the Board of Commissioners and the
Directors of the Company for financial year 2024.
5. Approval of the changes in the composition of the Company's Management.
Copies of the rules of conduct of the AGMS were distributed to shareholders and/or their proxies during the
registration process and the rules of conduct were then re-shown on the presentation screen prior the AGMS was
opened by the Chairman of the AGMS.
The Chairperson of the AGMS was Mr. DR. Saleh Husin, SE, MSi., whom was appointed by the Board of
Commissioners. Before opening the AGMS, the Chairperson of the AGMS stated the General conditions of the
Company to shareholders and/or their proxies.
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Unofficial English Translation
During the discussion of each of the agenda of the AGMS, the shareholders and/or their proxies were given the
opportunity to ask questions,give opinions, suggestion or advice relating to the agenda of the AGMS which was
being discussed, before the voting regarding the issue in concerned was held.
The resolution of the AGMS for each AGMS agenda was legitimate if it is approved by more than 1/2 (half) of all
shares with voting rights present at the AGMS (in accordance with Article 11 paragraph 2.1 of the Company's
Articles of Association).
The decision making on each of the AGMS Agenda was carried out based on voting, except for the 5th AGMS
Agenda regarding changes in the composition of the Company's management which was not discussed.
The following are the details of the voting results for the 1st to 4th AGMS Agenda:
Agend Number of Voting Result
a of the Shareholders
AGMS and/or their For Abstain Total Agree Votes Against
proxies who
asked questions /
suggestions
1 1 (one) 2,421,879,525 12,523,600 2,434,403,125 422,908
2 None 2,423,980,733 10,082,300 2,434,063,033 763,000
3 None 2,419,676,073 10,082,300 2,429,758,373 5,067,660
4 None 2,423,185,039 10,082,300 2,433,267,339 1,558,694
The Resolutions of the AGMS were as follows:
1. a. Approved and accepted the Annual Reports of the Board of Directors of the Company and the
Supervision Report of Board of Commissioners for fiscal year ended on December 31, 2023; and
b. Approved and ratified the Company’s Financial Statements for fiscal year ended on December 31, 2023
which had been audited by the Public Accounting Firm Y. Santosa & Partner; and
c. Granting full release and discharge of responsibility to the Board of Directors and Board of
Commissioners of the Company over any management and supervision conducted by them during the
fiscal year ended on December 31, 2023 (acquit et de charge).
2. Approved the use of the net profit attributable to owners of parent entity for the financial year ended on
December 31, 2023 amount of US$ 172,014,000 as follows:
a. In amount of US$ 10,000,000 or equivalent to Rp 162,530,000,000 at the Indonesian Central Bank
middle rate as of May 31, 2024 to be allocated for mandatory reserve as stipulated in Article 70 Law No
40 Year 2007 regarding Limited Liability Company and will be used in relation to Article 20 of Company's
Articles of Association.
b. In amount of Rp 77,830,589,250 or equivalent to US$ 4,788,690,66 at the Indonesian Central Bank
middle rate as of May 31, 2024 to be distributed as cash dividend to the Company’s shareholders or cash
dividend per share is equal to Rp.25.
c. The remaining balance of the Company’s Net income to be recorded as retained earnings.
d. Granting authority to the Board of Directors of the Company to stipulate the procedure for payment of
cash dividends further. The dividend payment will be conducted within the time frame as regulated by
article 58 of POJK No 15/POJK.04/2020 with due observance to the prevailing tax, Indonesia Stock
Exchange and other Capital Market regulations.
3.(1) Granting the authority to the Board of Commissioners of the Company to appoint Public Accountant and/ or
Independent Public Accountant Firm to audit the Company’s Consolidated Financial Statements for the
financial year of 2024, with the criteria as below:
a. registered on financial services authority (OJK);
b. has an international reputation;
c. optimal audit quality;
d. timeliness of audit completion;
e. reasonable service fees.
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Unofficial English Translation
(2) Granting the authority to the Board of Directors of the Company to determine the amount of honorarium for
the appointed Public Accountant and/ or Independent Public Accountant Firm.
4. a. Granting the authority to the Board of Commissioners of the Company to determine the salary,
honorarium and/or allowances for the members of the Board of Directors of the Company for financial
year of 2024,
b. Granting the authority to the Board of Commissioners of the Company to determine the salary,
honorarium and/or allowances for each member of the Board of Commissioner of the Company for
financial year of 2024, at least the same as received for financial year of 2023, by referring to the
recommendation of the Nomination and Remuneration Committee.
5. As of the AGMS, Company had not received any suggestions from shareholders regarding changes in the
composition of Board of Directors and Board of Commissioners hence, for the fifth Agenda of the AGMS,
neither deliberation nor decision making were carried out.
In relation to the second agenda of the AGMS, the following are the schedules and procedures for payments of
dividends:
A. SCHEDULE OF CASH DIVIDEND DISTRIBUTION
1. Cum-dividend in the Regular and Negotiation Markets : June 27, 2024
2. Ex-dividend in the Regular and Negotiation Markets : June 28, 2024
3. Cum-Dividend in the Cash Market : July 01, 2024
4. Ex-dividend in the Cash Market : July 02, 2024
5. Recording date entitled to the cash dividend : July 01, 2024
6. Cash dividends payment : July 19, 2024
B. PROCEDURE OF CASH DIVIDEND PAYMENT:
1. This notice is an official notification from the Company and the Company does not issue an individual
notification to the Company’s shareholders especially.
2. For the shareholders whose shares are recorded in the collective deposit of PT Kustodian Sentral Efek
Indonesia (KSEI), the cash dividend will be received through the Account Holder in KSEI. Written
confirmation concerning the result of cash dividend distribution will be delivered by KSEI to the respective
Securities Company and/or Custodian Bank, henceforth, the Shareholders will receive information about
their stock balance from the Securities Company and/or Custodian Bank where the Shareholders open
their accounts.
3. For the Shareholders whose shares are using script, the Company will pay the dividend through electronic
banking transfer to the account of the relevant Shareholders. Hence, the Shareholders are obliged to
notify about their Banking Account Numbers in writing alongside with copy of identity, no later than July 01,
2024, to the Share Register of the Company:
PT Sinartama Gunita
Menara Tekno 7th floor
JL. Fachrudin No.19, RT 1, RW 7
Kelurahan Kampung Bali, Kecamatan Tanah Abang
Jakarta Pusat 10250
Telp. : (021) 3922332, Fax.: (021) 3923003
4. The payment of cash dividends will be subject to Income Tax in accordance with prevailing tax regulations.
The amount of tax imposed will be borne by the relevant Shareholder and deducted from the amount of
cash dividends to which the Shareholder is entitled.
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Unofficial English Translation
5. For the Shareholder who is Assessable Foreigner where the tax withholding of which will use an adjusted
Tariff determined by the Agreement of Double Tax Avoidance (Tax Treaty) is obliged to comply with the
requirements of Article 26 of Income Tax Act No. 36/2008 and submit its legalized Certificate of Domicile
(SKD) to KSEI or BAE in accordance with KSEI`s requirement. Without any above mentioned SKD, the
cash dividend will be imposed an Income Tax of Article 26 of 20%.
Jakarta, June 21, 2024
The Company’s Board of Directors
Names mentioned 16 people and organisations named in the text · linked when the evidence is strong
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Financial Services Authority
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Indonesia Stock Exchange
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PT Kustodian Sentral Efek Indonesia
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PT Sinartama Gunita Menara Tekno
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