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20240619_TIFA_Ringkasan Risalah//Risalah RUPS_31662251_lamp1.pdf

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Page 1
                          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
Page 2
        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 **)
Page 5
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

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Names mentioned 12 people and organisations named in the text · linked when the evidence is strong

linked org KDB TIFA FINANCE Tbk p.1 ×8
linked person Cho Jaeseong p.1 ×5
linked person Ester Gunawan p.1 ×7
linked person Kwon Younghoon p.4
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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