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20240619_TIFA_Ringkasan Risalah//Risalah RUPS_31662251_lamp1.pdf
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SUMMARY OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS AND
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT KDB TIFA FINANCE Tbk
The Board of Directors of PT KDB Tifa Finance Tbk (hereinafter referred to as the
“Company”) domiciled in South Jakarta, hereby informs that the Annual General Meeting of
Shareholders (“AGMS”) the Extraordinary General Meeting of Shareholders (“EGMS”)
collectively referred to as (the “Meeting”) have been held at:
A. Day/Date, Time, Place and Meeting Agenda
Day/date : Thursday, June 13, 2024
Tempat : Pacific Century Place Function Room B, Level B1,
Jl. Jenderal Sudirman Kaveling 52-53, Jakarta Selatan
Pukul : 10.18 – 11.20 Western Indonesian Time (AGMS)
11.26 – 11.36 Western Indonesian Time (EGMS)
AGMS Agenda:
1. Approval and ratification of the Company's Annual Report for the financial year
ending December 31, 2023, including the Company's Activity Report, the Board of
Commissioners' Supervisory Report and the Company's Financial Statements for the
financial year ending December 31, 2023, and granting acquit et decharge to the
Board of Commissioners and the Board of Directors for the 2023 period;
2. Determination on the use of the Company's net profit for the financial year ending
on December 31, 2023;
3. Appointment of a Public Accountant and/or Public Accountant Firm to audit the
Company's financial statements for the financial year ending December 31, 2024;
4. Determination of salary and honorarium for members of the Board of
Commissioners, Board of Directors and Sharia Supervisory Board of the Company
for the 2024 period;
5. Changes in Company’s Management.
EGMS Agenda:
Approval to pledge more than 50% (fifty percent) of the Company's net assets within 1
(one) financial year, in 1 (one) transaction or several transactions cumulatively, which
are independent or related to each other, in order to obtain loans and/or funding to be
received by the Company, with the value of the guarantee as well as the terms and
conditions deemed good by the Board of Directors of the Company and with due
observance of the articles of association of the Company and the applicable provisions.
B. The presence of the Company’s Board of Directors, Board of Commissioners, and
Sharia Supervisory Board
1. AGMS
Presiden Director : Mr. Cho Jaeseong
Director : Mrs. Ester Gunawan
Director : Mr. Kim Kyung Woo
Director : Mrs. Ina Dashinta Hamid
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Independent Commissioner : Mr. Antonius Hanifah Komala
Independent Commissioner : Mr. Choi Jung Sik
Sharia Supervisory Board : Mr. Jaenal Effendi
2. EGMS
Presiden Director : Mr. Cho Jaeseong
Director : Mrs. Ester Gunawan
Director : Mrs. Ina Dashinta Hamid
Independent Commissioner : Mr. Antonius Hanifah Komala
Independent Commissioner : Mr. Choi Jung Sik
Sharia Supervisory Board : Mr. Jaenal Effendi
C. Chairman of the Meeting
The meeting was chaired by Mr. Antonius Hanifah Komala, as the Company’s
Independent Commissioner.
D. The Presence of the Shareholders
1. AGMS
The Meeting was attended by shareholders and their proxies representing
3.539.716.102 shares or 99.648% of 3.552.213.000 shares, which are all shares with
valid voting rights issued by the Company.
2. EGMS
The Meeting was attended by shareholders and their proxies representing
3.539.720.302 shares or 99.648% of 3.552.213.000 shares, which are all shares with
valid voting rights issued by the Company.
E. Submission of Questions and/or Opinions
The shareholders and their proxies are given the opportunity to asked questions and/or
opinions for Meeting agenda.
1. AGMS
- First, Second, Fourth Agenda : 1 questioner.
- Third Agenda : no questions and/or opinions.
- Fifth Agenda : 1 opinion.
2. EGMS
Meeting Agenda : 1 questioner
F. Decision Making Mechanism
Decisions for Meeting agenda are made based on deliberation to reach consensus, in the
event that deliberations for consensus are not reached, the decision is made by voting.
G. Voting Results
1. AGMS
First to fifth agenda :
- Number of abstentions : 93 votes
- Number of votes against : - votes
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- Number of votes in favor : 3.539.716.009 votes.
- So that the total votes agreed : 3.539.716.102 votes, or 100%, or more than
1/2 of the total number of votes legally cast in the Meeting.
2. EGMS
Meeting Agenda
- Number of abstentions : 93 votes
- Number of votes against : - votes
- Number of votes in favor : 3.539.720.209 votes.
- So that the total votes agreed : 3.539.720.302 votes, or 100%, or more than
3/4 of the total number of votes legally cast in the Meeting.
H. Meeting Result
Resolutions of the AGMS
Decision of the First Agenda:
Approved and ratified the Company’s Annual Report for the financial year ended on
December 31, 2023 including the Company’s Activity Report, the Board of
Commissioners’ Supervisory Report and the Company’s Financial Report, and provide
full discharge of responsibility (acquit et decharge) to the Company’s Board of Directors
and Board of Commissioners for management and supervisory actions carried out for the
2023 financial year as long as these actions are reflected in the Annual Report.
Decision of the Second Agenda:
a. Approved the determination of the use of the Company’s Net Profit for the 2023
financial year of Rp59,667,782,871.- with the following details:
- in the amount of Rp50,000,000.- is allocated and recorded as a Reserve Fund;
- the remaining Rp59,617,782,871.- is recorded as Retained Earning, to increase
the Company’s working capital;
b. Grant the power and authority to the Company’s Board of Directors to take any and
all necessary actions in connection with the determination of the use of the Net
Profit in accordance with the prevailing laws and regulations.
Decision of the Third Agenda:
a. Approved the appointment of Public Accountant and/or Public Accountant Firm
Mirawati Sensi Idris (member of Moore Global Network Limited) to audit the
Company’s Financial Statement for the financial year ended on December 31, 2024;
b. Authorized the Company’s Board of Commissioners to determine the honorarium
and other requirements for the Public Accountant and/or Public Accountant Firm, as
well as to appoint a replacement in the event that the appointed Public Accountant
and/or Public Accountant Firm for any reason cannot complete the audit of the
Company’s Financial Statement for the financial year ended December 31, 2024.
Decision of the Fourth Agenda:
a. Approved the honorarium and/or allowances to the Company’s Board of
Commissioners, Board of Directors and Sharia Supervisory Board for 2024 with the
following provisions:
- The maximum remuneration limit for the Board of Commissioners is
Rp1,000,000,000.- gross/year;
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- The maximum remuneration limit for the Board of Directors is
Rp16,500,000,000.- gross/year;
- The maximum remuneration limit for the Sharia Supervisory Board is
Rp500,000,000.- gross/year;
b. Grant the power and authority to the Board of Commissioners of the Company to
determine the allocation of the amount of honorarium and/or allowances that will be
received by each member of the Board of Commissioners, Board of Directors and
Sharia Supervisory Board of the Company by taking into account the
recommendations of the Nomination and Remuneration Committee.
Decision of the Fifth Agenda:
a. Approved changes to the composition of the Company’s Board of Commissioners
and Board of Directors as follows:
i. Approved the reappointment of the Company’s Independent Commissioner as
follows:
- Reappointed the Independent Commissioner of the Company Mr. Antonius
Hanifah Komala for a period of 3 (three) years from the closing of this
Meeting, namely until the closing of the Company’s Annual GMS in 2027;
ii. Approved the reappointment of the Company’s Board of Director as follows:
- Appointed Mr. Eun Seonghyuk as Director of the Company for a period of 2
(two) years from the closing of this Meeting, namely until the closing of the
Company’s Annual GMS in 2026;
- Honorable dismissal of the Director of the Company, Mr. Kim Kyung Woo,
with thanks for the contribution made, from the closing of this Meeting;
- Reappointed the Director of the Company Mrs. Ester Gunawan for a period of
2 (two) years from the closing of this Meeting, namely until the closing of the
Company's Annual General Meeting of Shareholders in 2026;
- Reappointed the Director of the Company Mrs. Ina Dashinta Hamid for a
period of 2 (two) years from the closing of this Meeting, namely until the
closing of the Company's Annual General Meeting of Shareholders in 2026;
Based on the decisions of letters a point i and ii above, from the closing of this Meeting,
the composition of the Board of Directors, Board of Commissioners and Sharia
Supervisory Board are as follows:
Board of Director
President Director : Mr. Cho Jaeseong **)
Director : Mrs. Ester Gunawan **)
Director : Mr. Eun Seonghyuk **)
Director : Mrs. Ina Dashinta Hamid **)
Board of Commissioners
President Commissioner : Mr. Kwon Younghoon *)
Independent Commissioner : Mr. Choi Jung Sik **)
Independent Commissioner : Mr. Antonius Hanifah Komala ***)
Sharia Supervisory Board
Mr. Jaenal Effendi **)
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Details:
*) with a term of period until the closing of the Company’s Annual General Meeting
of Shareholders in 2025;
**) with a term of period until the closing of the Company’s Annual General Meeting
of Shareholders in 2026;
***) with a term of period until the closing of the Company’s Annual General Meeting
of Shareholders in 2027.
b. Approved and gave full power and authority with substitution rights to the Board of
Directors of the Company, either individually or jointly, to take all necessary actions
in connection with the decision of this Meeting regarding the composition of the
members of the Board of Directors, Board of Commissioners and Sharia Supervisory
Board of the Company, in a deed made before Notary, including stating/declare the
composition of the Board of Directors, Board of Commissioners and Sharia
Supervisory Board of the Company, after the closing of this Meeting, and
subsequently notify the Minister of Law and Human Rights of the Republic of
Indonesia and do all things deemed necessary including but not limited to
reporting/notification obligations to the competent authorities in accordance with
applicable regulations.
Resolutions of the EGMS
Decision of the Agenda:
a. Approve to pledge more than 50% (fifty percent) of the Company’s net assets in 1
(one) financial year, in 1 (one) transaction of cumulative transactions, which are
independent or related to each other, in the framework of the acquisition of loans
and/or funding to be received by the Company, with the value and the terms and
conditions deemed good by the Directors by the Company as well as taking into
account the Company’s articles of association and applicable provisions;
b. Approve and grant power and authority to the Company’s Board of Directors with
the right of substitution, to carry out all and every action necessary in connection
with the decision, including but not limited to stated/set forth the decision in a deed
made before a Notary, as required by and accordingly with the provisions of the
legislation in force, and take all and every necessary actions, in accordance with the
prevailing laws and regulations.
Jakarta, June 13, 2024
PT KDB TIFA FINANCE Tbk
The Board of Directors
Names mentioned 12 people and organisations named in the text · linked when the evidence is strong
unresolved
person
Kim Kyung Woo
p.1 ×2
unresolved
person
Antonius Hanifah Komala Independent
p.2 ×9
unresolved
person
Choi Jung Sik Sharia Supervisory
p.2 ×5
unresolved
person
Ina Dashinta Hamid Independent
p.2 ×7
unresolved
person
Jaenal Effendi C.
p.2 ×3
unresolved
org
Moore Global Network Limited
p.3
unresolved
—
Appointed Mr. Eun Seonghyuk
· Director
p.4 ×4
unresolved
org
Minister of Law and Human Rights
p.5
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