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20240620_BRPT_Ringkasan Risalah//Risalah RUPS_31663065_lamp3.pdf
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NOTICE ON THE SUMMARY OF THE
ANNUAL AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT BARITO PACIFIC Tbk.
Below is summary of the minutes of the Annual and Extraordinary General Meeting of
Shareholders (hereinafter referred to as "Meeting") of PT Barito Pacific Tbk ("Company"):
A. Meeting:
Day/Date : Friday, 14 June 2024
Venue : Wisma Barito Pacific II, Auditorium Room, Mezzanine Floor, Jl.
Let. Jend. S. Parman Kav.60, Jakarta 11410
Time : 02.00 – 03.00 PM
Agenda of the Annual General Meeting of Shareholders (“AGMS”):
1. Approval for the Company’s Annual Report and authorization of Company’s Financial
Statements for the fiscal year of 2023;
2. Approval for the use of Company’s profit for fiscal year of 2023;
3. Appointment and determination of a public accountant to audit the Company’s Financial
Statement for fiscal year of 2024; and
4. Report on the use of proceeds from the Company’s Warrant and Company’s Shelf
Registration Bonds III Phase I of 2023 and Shelf Registration Bonds III Phase II of 2023.
Agenda of the Extraordinary General Meeting of Shareholders (“EGMS”):
1. Approval for the transfer of buyback shares (Treasury Shares) through the Share
Ownership Program for Management and Employees of the Company; and
2. Approval for the transfer of buyback shares (Treasury Shares) by way of Distribution of
Bonus Shares to the Company’s shareholders proportionally.
B. Attendance of Shareholders, members of the Board of Commissioners and/or
members of the Board of Directors:
The AGMS was attended by shareholders and/or their representative(s) representing
the total of 80,231,242,237 shares or 85.752% of the total number of shares with valid
voting rights that have been issued by the Company; and
The EGMS was attended by shareholders and/or their representative(s) representing
the total of 80,229,689,125 shares or 85.750% of the total number of shares with valid
voting rights that have been issued by the Company.
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The Meeting was also attended by members of the Company’s Board of Directors and
Board of Commissioners, as follows:
- President Director : Agus Salim Pangestu*
- Vice President Director : Rudy Suparman
- Director : David Kosasih
- Director : Diana Arsiyanti
- Commissioner : Lim Chong Thian*
- Commissioner (Independent) : Henky Susanto
- Commissioner (Independent) : Salwati Agustina
*attending virtually via Zoom
C. Meeting Mechanism and Results of Voting:
Following the explanation on each Agenda of the Meeting, the shareholders are allowed to
raise questions or provide feedback. If there are no more questions and/or feedback from the
shareholders, the resolution was taken by way of deliberation to reach a consensus, but if the
way of deliberation for consensus cannot be reached, then the vote was taken.
There are no shareholders who raised a question and/or feedback at the Meeting. The
results of the voting on agenda of the AGMS are as follows:
Agenda of Number of Votes
AGMS Agree Abstain Disagree
1 80,001,854,529 45,689,853 183,697,855
(99.715%) (0.057%) (0.228%)
2 80,196,211,790 35,024,147 6,300
(99.956%) (0.043%) (0.001%)
3 79,758,281,067 33,349,778 439,611,392
(99.410%) (0.042%) (0.548%)
4 (does not require approval from shareholders)
The results of the voting on agenda of the EGMS are as follows:
Agenda of Number of Votes
EGMS Agree Abstain Disagree
1 76,171,307,369 16,742,942 4,041,638,814
(94.942%) (0.02%) (5.038%)
2 80,212,948,273 16,738,942 1,910
(99.979%) (0.020%) (0.001%)
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In accordance with Article 47 of Financial Services Authority (OJK) Regulation
No.15/POJK.04/2020 dated 20 April 2020 regarding the Planning and Implementation of
General Meeting of Shareholders for Public Companies (“POJK15/2020”), shareholders with
valid voting rights who attend the Meeting but abstain (do not cast a vote) are considered to
be given the same vote as the majority of the shareholders who voted. Therefore, the total
agreed votes on each agenda of the Meeting are as follows:
Agenda of AGMS
- First Agenda of AGMS : 80,047,544,382 (99.772%)
- Second Agenda of AGMS : 80,231,235,937 (99.999%)
- Third Agenda of AGMS : 79,791,630,845 (99.452%)
Agenda of EGMS
- First Agenda of EGMS : 76,188,050,311 (94.962%)
- Second Agenda of EGMS : 80,229,687,215 (99.999%)
D. Results/Resolutions Adopted in the Meeting:
The results/decisions of the Meeting are as follows:
First Agenda of AGMS:
1. Approving Company’s Annual Report and authorization of Company’s Financial
Statements for the fiscal year of 2023; and
2. Granting the release and discharge (volledig acquit et decharge) to the Company’s
Board of Directors and Board of Commissioners, for their respective management
and supervisory actions, during fiscal year of 2023, to the extent that such actions
are reflected in the Annual Report, and do not violate any applicable laws and
regulations.
Second Agenda of AGMS:
1. Approving the use of the Company’s net income for fiscal year 2023, attributable to
the parent entities, amounting to USD 26,116,000, with details as follows:
a. A total of USD 260,000 or equivalent to 1% of the Company’s net profit fiscal
year 2023, attributable to the parent entities will be set aside as a reserve, in
accordance with Article 70 paragraph 1 of Law no. 40 year 2007 regarding
Limited Liability Company;
b. A total of USD 5,000,000 or equivalent to 19% of the Company’s net profit fiscal
year 2023, attributable to the parent entities, will be paid as cash dividends to the
Company’s Shareholders whose names are registered in the Company’s
Register of Shareholders on 28 June 2024 (recording date) at 04.00 PM
Indonesia Western Time;
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c. A remaining of USD 20,856,000 or equivalent to 80% of the Company’s net profit
fiscal year 2023, attributable to the parent entities as retained earnings for a fund
to the Company’s business activities;
2. Approve the full delegation of power and authority to the Company’s Board of
Directors to determine the schedule and procedure of the cash dividend distribution
and to announce it in accordance with the applicable laws and regulations.
Third Agenda of AGMS:
1. Delegating the authority to the Company’s Board of Commissioners to appoint a
Public Accounting Firm who will audit the Company’s Financial Statements for the
fiscal year of 2023, provided that such appointed Public Accounting Firm shall be
registered at the Ministry of Finance and OJK; and
2. Approving and delegating authority to the Company’s Board of Commissioners to
determine the honorarium and other appointing requirements as may be applicable
for the appointment of the Public Accounting Firm and to appoint a replacement of
Accountant from the same Public Accounting Firm if for whatever reasons, the
appointed Accountant cannot complete the Company’s financial statement.
Fourth Agenda of AGMS:
Only for reporting purposes that does not require approval from the shareholders.
First Agenda of EGMS:
1. Approving the transfer of remaining buyback shares (Treasury Shares) after the
distribution of Bonus Shares through the Share Ownership Program for
Management and Employees of the Company as explained in Company’s
Disclosure of Information dated 8 May 2024 and Amendment and/or Additional
Information of Disclosure of Information dated 12 June 2024, that will be
implemented gradually until all Treasury Shares fully utilized through the MESOP
Program; and
2. Approved the granting of authorization to the Company’s Board of Directors with
substitution rights, whether jointly or individually, to appear before the competent
authorities and/or notaries, to declare the decisions resolved in the Meeting, to sign
deeds, to convey information, to create and to sign the necessary documents.
Second Agenda of EGMS:
1. Approving the transfer of buyback shares (Treasury Shares) by way of distribution of
Bonus Shares to the shareholders proportionally in the maximum 150,000,000 (one
hundred fifty million) shares or in the amount of IDR 15,000,000,000 (fifteen billion
Rupiah) with ratio of 625 existing shares will receive 1 Bonus Shares that will be
distributed to the Company’s Shareholders whose names are registered in the
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Company’s Register of Shareholders on 28 June 2024 (recording date) at 04.00 PM
Indonesia Western Time; and
2. Approved the granting of authorization to the Company’s Board of Directors with
substitution rights, whether jointly or individually, to appear before the competent
authorities and/or notaries, to declare the decisions resolved in the Meeting, to sign
deeds, to convey information, to create and to sign the necessary documents.
This Notice on the Summary of Minutes of Meeting is announced in compliance with the
provision of Article 51 of POJK 15/2020.
Jakarta, 20 June 2024
PT Barito Pacific Tbk
Board of Directors
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Financial Services Authority
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Ministry of Finance
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