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20240620_FLMC_Ringkasan Risalah//Risalah RUPS_31662951_lamp2.pdf
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Bandung, June 14th 2024
Number : 7/MY/NOT/VI/2024
Subject : Resume of
Annual General Meeting of Shareholders and
Extraordinary General Meeting of Shareholders
PT FALMACO NONWOVEN INDUSTRI, Tbk
To. PT FALMACO NONWOVEN INDUSTRI, Tbk.
Jalan Raya Padalarang Number 289
West Bandung Regency
Sirs/Madams,
The following is the Resume of the Annual General Meeting of Shareholders 2023 and
Extraordinary General Meeting of Shareholders (hereinafter referred to as Meeting) of
PT FALMACO NONWOVEN INDUSTRI, Tbk., having its domicile in West Bandung Regency
(hereinafter referred to as Company),
I. ANNUAL GENERAL MEETING Of SHAREHOLDERS 2023
a. Held on:
Day/Date : Friday/ June 14th 2024
Time : 10.11 WIB to 10.55 WIB
Place : Mason Pine Hotel
Kota Baru Parahyangan
West Bandung
- The Meeting was held based on Regulation of the Financial Services Authority
Number 15/POJK.04/2020 regarding Plan and Organization of the General Meeting of
Shareholders of Public Company (“POJK Number 15/2020”).
b. Meeting Agenda
1. Approval and verification of the Board of Directors Report regarding the Company’s
course of business and the Company’s financial administration for the accounting year
that ends on December 31st, 2023 as well as the approval and verification of the
Financial Statement, including the Company’s Balance Sheet and Profit/Loss
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Statement for the accounting year that ends on December 31 st, 2023, audited by the
Independent Public Accountant, and approval of the Annual Report, the Board of
Commissioners supervisory duty report for the accounting year that ends on
December 31st, 2023, and to fully release and discharge (acquit et decharge) all
members of the Board of Commissioners and Board of Directors from all supervisory
and managerial actions that have been performed during the accounting year that ends
on December 31st, 2023.
2. Stipulation of the use of the Company’s net profit for the accounting year that ends on
December 31st, 2023.
3. Stipulation of the salary and benefits of the Board of Directors which will be
implemented with due regard to the input or recommendation of the Company’s
Remuneration and Nomination Committee.
4. Appointment of a public accountant who will provide audit services for the Financial
Statement for the accounting year that ends on December 31st, 2024.
5. Report on the Realization of the use of proceeds from the Initial Public Offering
Company until the date for organization of the Annual General Meeting of
Shareholders for the accounting year 2023.
6. To approve and certify change membership compositon the company’s Board of
Directors and Board of Commissioners.
c. Attendance
1. Board of Directors and Board of Commissioners
- Board of Directors:
- President Director : Mr DANIEL MULJADI HANAFI
- Board of Commissioners:
- President Commissioner : Mrs THERESIA INDRA WIRAWAN
- Independent Commissioner : Mr TSUN TIEN WEN LIE
2. Shareholders:
The Total valid votes to attend with voting rights:
- 715,828,400 (seven hundred fifteen million eight hundred and twenty-eight
thousand and four hundred) shares or representing 91.63% (ninety-one point sixty-
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three percent) of the total of 781,250,000 (seven hundred eighty-one million two
hundred and fifty thousand) shares.
- Conditions regarding the quorum of attendance as regulated in Article 23
Paragraph 1 letter a of Company’s Articles of Association and Article 86
Paragraph 1 Law Number 40 of 2007 regarding Limited Liability Company as
partially amended by Law Number 6 of 2023 regarding Stipulation of
Government Regulation in lieu of Law Number 2 of 2022 regarding Job
Creation into Law which requires that the attendance of representing
shareholders to be more than 1/2 (half) of the total issued shares shall be
fulfilled.
d. Procedure Fulfillment
In accordance with the provision of Article 21 of the Company’s Articles of Association,
provision of Article 81, Article 82, and Article 83 of Law Number 40 of 2007 regarding
Limited Liability Company as partially amended by Law Number 6 of 2023 regarding
Stipulation of Government Regulation in lieu of Law Number 2 of 2022 regarding
Job Creation into Law and POJK Number 15/2020, the Board of Directors have
performed the following:
1. Submitted a notification regarding the plan for the organization of the Meeting to
the Financial Services Authority (“OJK”) through letter Number 028-Corsec/RUPST-
2023/IV/2024, dated of April 29th, 2024.
2. Announced the Notification regarding the Meeting plan on May 7th, 2024, through
eASY KSEI website, Indonesian Exchange and OJK websites, as well as the
Company’s website.
3. Announced the Call for Annual General Meeting of Shareholders on May 22nd, 2024
through eASY KSEI website, Indonesian Exchange and OJK websites, as well as the
Company’s website.
e. Meeting Agenda Decision-Making Mechanism
In accordance with the Meeting Rules and Regulations that have been read:
- For every discussion of the Meeting Agenda, the Shareholders were offered an
opportunity to ask questions and submit ideas or opinions before the vote.
- Afterward, it was followed by a vote by:
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- Shareholders or proxy off Shareholders who voted disagree or abstain from the vote
were requested to show of hands, and
- calculation of the submitted votes, through the electronic system
and the voting results were announced by the Notary.
f. Meeting Discussion
1. First Meeting Agenda
- The Meeting offered an opportunity for the attending Shareholders or Proxy of
Shareholders to ask questions regarding the First Meeting Agenda.
- During the questions and answers session, none of the attending Shareholders or
Proxy of Shareholders asked any questions.
- Meeting Decision-Making:
- The following number is obtained from the calculation results:
- The total valid votes are 715,828,400 (seven hundred fifteen million eight
hundred and twenty-eight thousand and four hundred) votes,
- 0 (zero) negative votes,
- 0 (zero) abstain votes,
(Based on the provisions of Article 23 Paragraph 11 of the Company’s
Articles of Association, the abstain votes are deemed to cast the same vote
as the majority of the voting shareholders in the Meeting),
- therefore, the total affirmative votes are 715,828,400 (seven hundred fifteen million
eight hundred and twenty-eight thousand and four hundred) votes or representing
100% (one hundred percent) of the total valid votes in the Meeting.
Henceforth, the requirements of votes as Stipulated in Article 23 Paragraph 1 letter c
of the Company’s Articles of Association have been fulfilled.
2. Second Meeting Agenda
- The Meeting offered an opportunity for the attending Shareholders or Proxy of
Shareholders to ask questions regarding the Second Meeting Agenda.
- During the questions and answers session, none of the attending Shareholders or
Proxy of Shareholders asked any questions.
- Meeting Decision-Making:
- The following number is obtained from the calculation results:
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- The total valid votes are 715,828,400 (seven hundred fifteen million eight
hundred and twenty-eight thousand and four hundred) votes,
- 0 (zero) negative votes,
- 0 (zero) abstain votes,
(Based on the provisions of Article 23 Paragraph 11 of the Company’s
Articles of Association, the abstain votes are deemed to cast the same vote
as the majority of the voting shareholders in the Meeting,
- therefore, the total affirmative votes are 715,828,400 (seven hundred fifteen
million eight hundred and twenty-eight thousand and four hundred) votes or
representing 100% (one hundred percent) of the total valid votes in the Meeting.
Henceforth, the requirements of votes as Stipulated in Article 23 Paragraph 1
letter c of the Company’s Articles of Association have been fulfilled.
3. Third Meeting Agenda
- The Meeting offered an opportunity for the attending Shareholders or Proxy of
Shareholders to ask questions regarding the Third Meeting Agenda.
- During the questions and answers session, none of the attending Shareholders or
Proxy of Shareholders asked any questions.
- Meeting Decision-Making:
- The following number is obtained from the calculation results:
- The total valid votes are 715,828,400 (seven hundred fifteen million eight
hundred and twenty-eight thousand and four hundred) votes,
- 0 (zero) negative votes,
- 0 (zero) abstain votes,
(Based on the provisions of Article 23 Paragraph 11 of the Company’s
Articles of Association, the abstain votes are deemed to cast the same vote
as the majority of the voting shareholders in the Meeting,
- therefore, the total affirmative votes are 715,828,400 (seven hundred fifteen million
eight hundred and twenty-eight thousand and four hundred) votes or representing
100% (one hundred percent) of the total valid votes in the Meeting.
Henceforth, the requirements of votes as Stipulated in Article 23 Paragraph 1 letter c
of the Company’s Articles of Association have been fulfilled.
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4. Fourth Meeting Agenda
- The Meeting offered an opportunity for the attending Shareholders or Proxy of
Shareholders to ask questions regarding the Fourth Meeting Agenda.
- During the questions and answers session, none of the attending Shareholders or
Proxy of Shareholders asked any questions.
- Meeting Decision-Making:
- The following number is obtained from the calculation results:
- The total valid votes are 715,828,400 (seven hundred fifteen million eight
hundred and twenty-eight thousand and four hundred) votes,
- 0 (zero) negative votes,
- 0 (zero) abstain votes,
(Based on the provisions of Article 23 Paragraph 11 of the Company’s
Articles of Association, the abstain votes are deemed to cast the same vote
as the majority of the voting shareholders in the Meeting),
- therefore, the total affirmative votes are 715,828,400 (seven hundred fifteen million
eight hundred and twenty-eight thousand and four hundred) votes or representing
100% (one hundred percent) of the total valid votes in the Meeting.
Henceforth, the requirements of votes as Stipulated in Article 23 Paragraph 1 letter c
of the Company’s Articles of Association have been fulfilled.
5. Fifth Meeting Agenda
- The Meeting offered an opportunity for the attending Shareholders or Proxy of
Shareholders to ask questions regarding the Fifth Meeting Agenda.
- During the questions and answers session, none of the attending Shareholders or
Proxy of Shareholders asked any questions.
- Meeting Decision-Making:
- The following number is obtained from the calculation results:
- The total valid votes are 715,828,400 (seven hundred fifteen million eight
hundred and twenty-eight thousand and four hundred) votes,
- 0 (zero) negative votes,
- 0 (zero) abstain votes,
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(Based on the provisions of Article 23 Paragraph 11 of the Company’s
Articles of Association, the abstain votes are deemed to cast the same vote
as the majority of the voting shareholders in the Meeting),
- therefore, the total affirmative votes are 715,828,400 (seven hundred fifteen million
eight hundred and twenty-eight thousand and four hundred) votes or representing
100% (one hundred percent) of the total valid votes in the Meeting.
Henceforth, the requirements of votes as Stipulated in Article 23 Paragraph 1 letter c
of the Company’s Articles of Association have been fulfilled.
6. Sixth Meeting Agenda
- The meeting offered an opportunity for the attending Shareholders or Proxy of
Shareholders to ask questions regarding the Sixth Meeting Agenda.
- During the questions and answers session, none of the attending Shareholders or
Proxy of Shareholders asked any questions.
- Meeting Decision-Making:
- The following number is obtained from the calculation results:
- The total valid votes are 715,828,400 (seven hundred fifteen million eight
hundred and twenty-eight thousand and four hundred) votes,
- 0 (zero) negative votes,
- 0 (zero) abstain votes,
(Based on the provisions of Article 23 Paragraph 11 of the Company’s
Articles of Association, the abstain votes are deemed to cast the same vote
as the majority of the voting shareholders in the Meeting),
- therefore, the total affirmative votes are 715,828,400 (seven hundred fifteen million
eight hundred and twenty-eight thousand and four hundred) votes or representing
100% (one hundred percent) of the total valid votes in the Meeting.
Henceforth, the requirements of votes as Stipulated in Article 23 Paragraph 1 letter c
of the Company’s Articles of Association have been fulfilled.
g. Meeting Agenda Decision
1. Received and approved the Annual Report including the Board of Commissioners’
supervisory duty report for the accounting year that ends on December 31st, 2023 and
the Board of Directors' accountability to the Shareholders consisting of the Company’s
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Balance Sheet and Profit/Loss Statement for the accounting year that ends on
December 31st, 2023, and fully released and discharged (acquit et decharge) all
members of the Board of Commissioners and Board of Directors from all supervisory
and managerial actions that have been performed during the accounting year that ends
on December 31st, 2023.
2. Approved the use of the Company’s accumulated net profit for the accounting year
that ends on December 31st, 2023 signed by the Board of Directors consisting of the
Company’s Comprehensive Profit/Loss Statement which records a comprehensive
profit of:
- Rp7,308,577,209.00 (seven billion three hundred eight million five hundred
seventy seven thousand and two hundred nine Rupiah) with details as follows:
- The Company’s net profit of Rp7,308,577,209.00 (seven billion three hundred
and eight million five hundred and seventy-seven thousand and two hundred
nine Rupiah) will be used as Additional Retained Earnings for the following
accounting year.
3. Approved the granting of authority to the Board of Commissioners to determine
the honorarium, benefits, salary, bonuses and/or other remuneration of the Board of
Directors.
4. Approved the delegation of authority to the Board of Commissioners to designate
another public accounting firm that will audit the Financial Statement for the
accounting year that ends on December 31st, 2024.
5. Approve the Report on the Realization of the Use of Proceeds from the Initial Public
Offering Company until the date for organization of the Annual General Meeting of
Shareholders for the accounting year 2023.
6. - Without any change in the Membership of the Board of Commissioners through the
appointment of the Company’s Independent Commissioner. Therefore, this Meeting
confirmed the Board of Commissioners membership composition as follows:
- Members of the Board of Commissioners:
- Mrs THERESIA INDRA WIRAWAN as President Commissioner
- Mrs MICHELLE EVANGELINE HANAFI as Commissioner
- Mr TSUN TIEN WEN LIE as Independent Commissioner
The term of office of all members of the company's Board of Commissioners is
until the closing of the Company's Annual General Meeting of Shareholders for the
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financial year ending on December 31st, 2024, which will be held in 2025, without
reducing the right of the general meeting of shareholders to dismiss members of the
company's board of commissioners, anytime.
- Due to changes in the members of the Company's Board of Directors, with the
appointment of Directors and Operational Directors. Therefore, this Meeting
confirmed the Board of Directors membership composition as follows:
- Members of the Board of Directors:
- Mr DANIEL MULJADI HANAFI as President Director
- Mrs ROSALINA INDRA WIRAWATI as Director
- Mr. ANDRE RAJASA as Operational Director
The term of office of all members of the company's Board of Directors is until the
closing of the Company's Annual General Meeting of Shareholders for the financial
year ending on December 31st, 2024, which will be held in 2025, without reducing
the right of the general meeting of shareholders to dismiss members of the
company's board of Directors, anytime.
- Grant authority and power with substitution rights to the company's Board of Directors
to carry out all actions in connection with stating part or all of the Meeting's decisions
in a separate notarial deed, and then, if necessary, notify the competent authority, and
to submit and sign all applications and/or other documents required, without exception
in accordance with applicable regulations and laws.
The Meeting Minutes hereinabove are set forth in a deed dated December 14th 2024, Number 10,
made by me, Notary.
Copy of the deed is currently under the completion process at our office.
II. EXTRAORDINARY GENERAL MEETING Of SHAREHOLDERS
a. Held on:
Day/Date : Friday/ June 14th 2024
Time : 11.00 WIB to 11.20 WIB
Place : Mason Pine Hotel
Kota Baru Parahyangan
West Bandung
Page 10
- The Meeting was held based on Regulation of the Financial Services Authority
Number 15/POJK.04/2020 regarding Plan and Organization of the General Meeting of
Shareholders of Public Company (“POJK Number 15/2020”).
b. Meeting Agenda
1. Approval of the Company's plan to sell the Company's assets or assets in the form of
land plots and Company buildings located in Cimareme and Cipeundeuy which
constitute a Material Transaction as referred to in POJK Number 17/POJK.04/2020
concerning Material Transactions and Changes in Activities Business (POJK
Number 17/2020), which has a net value of 50% (fifty percent) of the Company's
equity as of December 31st, 2023.
2. Approval of changes to the Plan for Using Funds resulting from the Company's Initial
Public Offering of Shares.
c. Attendance
1. Board of Directors and Board of Commissioners
- Board of Directors:
- President Director : Mr DANIEL MULJADI HANAFI
- Board of Commissioners:
- President Commissioner : Mrs THERESIA INDRA WIRAWAN
- Independent Commissioner : Mr TSUN TIEN WEN LIE
2. Shareholders:
The Total valid votes to attend with voting rights:
- 715,828,500 (seven hundred fifteen million eight hundred and twenty-eight
thousand and five hundred) shares or representing 91.63% (ninety-one point sixty-
three percent) of the total of 781,250,000 (seven hundred eighty-one million two
hundred and fifty thousand) shares.
- Conditions regarding the quorum of attendance as regulated in Article 23
Paragraph 1 letter a of Company’s Articles of Association and Article 86
Paragraph 1 Law Number 40 of 2007 regarding Limited Liability Company as
partially amended by Law Number 6 of 2023 regarding Stipulation of
Government Regulation in lieu of Law Number 2 of 2022 regarding Job
Page 11
Creation into Law which requires that the attendance of representing
shareholders to be more than 1/2 (half) of the total issued shares shall be
fulfilled.
d. Procedure Fulfillment
In accordance with the provision of Article 21 of the Company’s Articles of Association,
provision of Article 81, Article 82, and Article 83 of Law Number 40 of 2007 regarding
Limited Liability Company as partially amended by Law Number 6 of 2023 regarding
Stipulation of Government Regulation in lieu of Law Number 2 of 2022 regarding
Job Creation into Law and POJK Number 15/2020, the Board of Directors have
performed the following:
1. Submitted a notification regarding the plan for the organization of the Meeting to
the Financial Services Authority (“OJK”) through letter Number 028-Corsec/RUPST-
2023/IV/2024, dated of April 29th, 2024.
2. Announced the Notification regarding the Meeting plan on May 7th, 2024, through
eASY KSEI website, Indonesian Exchange and OJK websites, as well as the
Company’s website.
3. Announced the Call for Extraordinary General Meeting of Shareholders on
May 22nd, 2024, through eASY KSEI website, Indonesian Exchange and OJK
websites, as well as the Company’s website.
e. Meeting Agenda Decision-Making Mechanism
- In accordance with the Meeting Rules and Regulations that have been read:
- For every discussion of the Meeting Agenda, the Shareholders were offered an
opportunity to ask questions and submit ideas or opinions before the vote.
- Afterward, it was followed by a vote by:
- Shareholders or proxy off Shareholders who voted disagree or abstain from the
vote were requested to show of hands, and
- calculation of the submitted votes, through the electronic system
and the voting results were announced by the Notary.
- For the First Meeting Agenda, based on Article 44 of OJK Regulation
Number 15/POJK.04/2020 concerning Plans and Implementation of the General
Meeting of Shareholders of Public Companies ("POJK Number 15/2020"), the
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Meeting is valid if attended by Independent Shareholders representing at least
1/2 (one half) of the the total number of Independent shares with valid voting rights
that have been issued by the Company and the Meeting decision is valid if
approved by more than 1/2 (one half) of all Independent shares with voting rights
who attended the meeting.
- For the Second Agenda of the Meeting, based on Article 41 paragraph (3)
POJK Number 15/2020, the Meeting is valid if attended by more than 1/2 (one half)
of the total number of shares with valid voting rights that have been issued by the
Company and the resolution A meeting is valid if it is approved by more than
1/2 (one half) of all shares with voting rights present at the meeting.
f. Meeting Discussion
1. First Meeting Agenda
- The Meeting offered an opportunity for the attending Shareholders Independent or
Proxy of Shareholders Independent to ask questions regarding the First Meeting
Agenda.
- During the questions and answers session, none of the attending Shareholders
Independent or Proxy of Shareholders Independent asked any questions.
- Meeting Decision-Making:
- The following number is obtained from the calculation results:
- The total valid votes are 90,828,500 (nine hundred million eight hundred and
twenty-eight thousand and five hundred) votes,
- 0 (zero) negative votes,
- 0 (zero) abstain votes,
(Based on the provisions of Article 23 Paragraph 11 of the Company’s
Articles of Association, the abstain votes are deemed to cast the same vote
as the majority of the voting shareholders in the Meeting),
- therefore, the total affirmative votes are 90,828,500 (nine hundred million eight
hundred and twenty-eight thousand and five hundred) votes or representing 100%
(one hundred percent) of the total valid votes in the Meeting.
Henceforth, the requirements of votes as Stipulated in Article 23 Paragraph 1 letter c
of the Company’s Articles of Association have been fulfilled.
Page 13
2. Second Meeting Agenda
- The Meeting offered an opportunity for the attending Shareholders or Proxy of
Shareholders to ask questions regarding the Second Meeting Agenda.
- During the questions and answers session, none of the attending Shareholders or
Proxy of Shareholders asked any questions.
- Meeting Decision-Making:
- The following number is obtained from the calculation results:
- The total valid votes are 715,828,500 (seven hundred fifteen million eight
hundred and twenty-eight thousand and five hundred) votes,
- 0 (zero) negative votes,
- 0 (zero) abstain votes,
(Based on the provisions of Article 23 Paragraph 11 of the Company’s
Articles of Association, the abstain votes are deemed to cast the same vote
as the majority of the voting shareholders in the Meeting,.
- therefore, the total affirmative votes are 715,828,500 (seven hundred fifteen
million eight hundred and twenty-eight thousand and five hundred) votes or
representing 100% (one hundred percent) of the total valid votes in the Meeting.
Henceforth, the requirements of votes as Stipulated in Article 23 Paragraph 1
letter c of the Company’s Articles of Association have been fulfilled.
g. Meeting Agenda Decision
1. Approval of the Company's plan to sell the Company's property or assets in the form
of the Company's land and buildings located:
- on Jalan Raya Padalarang Cımahı, Cimareme Village, Ngamprah District, and
- on Jalan Raya Padalarang to Cimahi, Cipeundeuy Village, Padalarang District,
which is a Material Transaction as intended in POJK Number 17/POJK 04/2020
concerning Material Transactions and Changes in Business Activities (POJK
Number 17/2020), which has a net value of 50% (fifty percent) of the Company's
equity as of December 31st, 2023.
2. Approval of changes to the Plan for Using Funds resulting from the Company's Initial
Public Offering of Shares.
Page 14
The Meeting Minutes herein above are set forth in a deed dated December 14th 2024,
Number 11, made by me, Notary.
Copy of the deed is currently under the completion process at our office.
This resume is hereby submitted prior to the copy of the deed as referred to hereinabove that will
be sent immediately by me, Notary, to the Company after its completion.
Yours Sincerely,
Notary in Bandung Regency
MAYASARI SOEGIHARTO, S.H.
Names mentioned 9 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1 ×4
unresolved
person
MICHELLE EVANGELINE HANAFI
· Commissioner
p.8
unresolved
person
Bandung Regency MAYASARI SOEGIHARTO
p.14
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