Back to announcement
20240614_MLBI_Ringkasan Risalah//Risalah RUPS_31661687_lamp2.pdf
RUPS minutes Needs review MLBISource file signed link, expires in 15 minutes
Extracted text 7
Page 1
Summary of the Minutes of
the Annual General Meeting of Shareholders
of PT. Multi Bintang Indonesia Tbk
In compliance with the provision of paragraph (1) of Article 49 of the Regulation of the Indonesia
Financial Services Authority (Otoritas Jasa Keuangan/OJK) Number 15/POJK.04/2020 regarding the Plan
and Implementation of General Meeting of Shareholders of Public Companies (“FSA Regulation
15/2020”), PT. Multi Bintang Indonesia Tbk, having its domicile in South Jakarta and its address at
Talavera Office Park, 20th Floor, Jl. Letjen TB Simatupang Kav. 22-26, South Jakarta 12430 (the
“Company”) makes a summary of the Minutes of the Annual General Meeting of Shareholders (“AGM”).
This Summary of the Minutes of the AGM is made in accordance with the the provision of paragraph (1)
of Article 51 of the FSA Regulation 15/2020.
a. Day, date, venue, time and agenda items of the AGM
The day and date of the AGM is Wednesday, 12 June 2024 and the venue of the AGM is White Room
3-5, Hotel Intercontinental Jakarta Pondok Indah, Lantai 3, Jalan Metro Pondok Indah Kav. IV TA,
Jakarta 12310.
Time of AGM : 13:39 pm until 14:33 pm West Indonesia Time.
Agenda items of the AGM:
1. Request for the approval on the Annual Report of the Company and the ratification on the
Financial Statements of the Company and the Report on Supervisory Duties of the Board of
Commissioners of the Company for the accounting year ended on 31 December 2023.
2. Determination of appropriation of profits of the Company.
3. Designation of Firm of Public Accountants to audit the books of the Company for the accounting
year ending on 31 December 2024 and determination of the terms and conditions of their
designation.
4. Changes in the compositions of the Company's Board of Directors and Board of Commissioners.
5. Determination of salaries and allowances of members of the Board of Directors and the Board of
Commissioners of the Company.
b. Members of the Board of Directors and the Board of Commissioners of the Company attending the
AGM
Members of the Board of Directors of the Company who attended the AGM are René Sánchez Valle
(President Director), Stephanie Yolande Peregrin, Dayna Nicole Adelman, Jemmy Cahyono and Melia
Halik (Directors) and member of the Board of Commissioners who attended the AGM was only Maurits
PT Multi Bintang Indonesia Tbk.
Talavera Office Park 20th floor T: +62 (21) 2783 3800
Jln. Letjen T. B. Simatupang Kav. 22-26 F: +62 (21) 7592 4617
Jakarta 12430, Indonesia www.multibintang.co.id
Page 2
Daniel Rudolf Lalisang, in his position as the President Commissioner/Independent Commissioner who acted as Chairman of the AGM. The following member of the Board of Commissioners of the Company participated in the AGM through video conference: - Commissioner : Uday Shankar Sinha. c. Number of shares with legal voting rights whose holders/owners ware present and/or represented by their proxies in AGM and its percentage of the total number of shares with legal voting rights, namely 2.107.000.000 Number of shares with legal voting rights whose holders/owners ware present and/or represented by their proxies in AGM is 1.994.746.500 (one billion nine hundred and ninety-four million seven hundrend and forty-six thousand and five hundred) shares or 94.67% (ninety-four point six seventy percent) of all number of shares issued by the Company. d. Giving the opportunity to ask questions and/or give opinions related to the agenda of the AGM At the end of the discussion of each agenda item of the AGM, the Chairman of AGM provided an opportunity to the shareholders or their representatives who attended the AGM to ask questions and/or give an opinion. e. The number of shareholders who asked questions and/or gave opinions related to the agenda of the AGM For the first agenda item of the AGM there were 2 (two) shareholders who raised questions and for the second, third, fourth and fifth agenda items of the AGM there were no shareholders who raised questions or responses. f. AGM decision-making mechanism In accordance with paragraph 23.8 of Article 23 of the Company’s Articles of Association which is also set out in the Procedural Rules for the AGM distributed to the shareholders and their proxies attending the AGM, the adoption of resolutions were done by deliberation to reach consensus. In case consensus is not reached, the resolutions of the AGM shall be adopted by voting based on the affirmative votes of shareholders holding/owning more than 1/2 (half) of the total number of shares with voting rights present or represented in the AGM. The proposed resolutions for the first and second agenda items of the AGM were unanimously approved, meanwhile the proposed resolutions for the third, fourth and fifth agenda items of the AGM were validly approved through voting with the voting results as described in point g below.
Page 3
g. Results of voting for the resolutions of the agenda items of the AGM
Agenda In Favor Against Abstain
Item
1.914.266.780 shares 80.479.720 shares
(95,965% of the (4,035% of the number
Third number of shares of shares whose holders ---
whose holders are are
present/represented) present/represented)
1.991.416.500 shares 3.330.000 shares
(99,833% of the --- (0,167% of the
number of shares number of shares
Fourth
whose holders are whose holders are
present/represented) present/represente
d)
1.911.330.000 shares 83.416.500 shares
(95,818% of the (4,182% of the number
Fifth number of shares of shares whose holders ---
whose holders are are
present/represented) present/represented)
All “Against” votes are voted electronically through e.ASY.KSEI.
h. Resolutions of the AGM
First agenda item:
1. The Company’s 2023 Annual Report was approved and the Company’s 2023 Financial
Statements, including the report of the supervisory duties of the Board of Commissioners of the
Company as set forth in the Company’s 2023 Annual Report was ratified; and
2. full acquittal and discharge were given to the members of the Board of Directors of the Company
for their managerial actions and performance of their authorities and to the members of the Board
of Commissioners of the Company for their supervisory actions during period ended 31 December
2023, to the extent such actions are reflected in the approved Company’s 2023 Annual Report
and in the ratified Company’s 2023 Financial Statements.
Second agenda item:
1. Rp 10,000,000.00 (ten million Rupiah) was set aside for reserved fund pursuant to Article 25 of
the Articles of Association and Article 70 of Law No. 40 Year 2007 regarding Limited Liability
Companies (hereinafter will be referred to as the “Reserved Fund”).
Page 4
2. It was determined that the Company's final dividend for the financial year ending December 31,
2023 which will be distributed to the Company's shareholders amounts to IDR 506.00 (five
hundred and six Rupiah) per share or a total of IDR 1,066,142,000,000.00 (one trillion sixty-six
billion one hundred and forty-two million Rupiah), including interim dividends amounting to Rp.
110.00 (one hundred and ten Rupiah) per share or a total of Rp. 231,770,000,000.00 (two hundred
thirty-one billion seven hundred and seventy million Rupiah), so that there will be additional
dividends distributed to the Company's shareholders in the amount of IDR 396.00 (three hundred
and ninety six Rupiah) per share or a total of IDR 834,372,000,000.00 (eight hundred thirty four
billion three hundred and seventy two million Rupiah ) (the additional dividend will hereinafter be
referred to as "Dividend"). The Dividend will be distributed to the holders/owners of each share of
the 2,107,000,000 (two billion one hundred seven million) shares issued by the Company, whose
names are registered in the Company's Register of Shareholders on June 26, 2024, at 16.00 West
Indonesian Time (hereinafter referred to as “Eligible Shareholders”) taking into account the
regulations of PT. Bursa Efek Indonesia for trading of shares on the Indonesian Stock Exchange,
provided that for the Company’s shares which are in Collective Custody, the following provisions
shall prevail:
- Cum dividend at the Regular and Negotiation Markets on June 24, 2024;
- Ex dividend at the Regular and Negotiation Markets on June 25, 2024;
- Cum dividend at the Cash Market on June 26, 2024; and
- Ex dividend at the Cash Market on June 27, 2024.
Payments of Dividend shall be made as follows:
a. For the Eligible Shareholders whose shares are deposited in the Collective Depository with PT
Kustodian Sentral Efek Indonesia (“KSEI”), the payments of Dividend will be made through
the accountholders with KSEI.
b. For the Eligible Shareholders whose shares have not been deposited in the Collective
Depository with KSEI, the payments of Dividend will be effected by bank transfers to the
Eligible Shareholders who have provided in writing to the Company or to the Company's Share
Registrar, PT. Raya Saham Registra, Gedung Plaza Sentral, Lt. 2, Jl. Jend. Sudirman Kav. 47-
48, Jakarta 12930 (“Company’s Shares Registrar”), their bank accounts, at the latest on June
25, 2024 at 4.00 p.m. West Indonesian Time, without being charged administration fee.
c. For the distribution of Dividend, tax on dividends shall be imposed in accordance with the
prevailing tax regulations, which shall be withheld by the Company.
-For the Eligible Shareholders who are foreign tax payer wishing to obtain exception from or
reduction of the income tax rate in accordance with Article 26, the relevant foreign
shareholders should be tax payer in a Treaty Partner country, shall submit an original domicile
statement:
Page 5
(i) to the Company’s Shares Registrar for those whose shares in the Company have not yet
been deposited in the Collective Depository maintained by KSEI; and
(ii) to KSEI at the Indonesia Stock Exchange Building, Tower I, 5 th Floor, Jl. Jend. Sudirman
Kaveling 52-53 Jakarta 12190 through a participant designated by the relevant foreign
shareholder for those whose shares are deposited in the Collective Depository with
KSEI,
-at the latest on June 25, 2024, at 4.00 p.m. West Indonesia Time. A photocopy of such
domicile statement shall also be submitted to the Head of the Tax Service Office, Tax Payer
Two, Jalan Medan Merdeka Timur No. 16, Jakarta 10110, where the Company is registered
as a taxpayer.
-The Eligible Shareholders who are domestic legal entity tax payer are requested to submit
their Tax Registration Number (NPWP) to KSEI at the Indonesia Stock Exchange Building,
Tower I, 5th Floor, Jl. Jend. Sudirman Kaveling 52-53 Jakarta 12190 or to the Company’s
Share Registrar at the latest on June 25, 2024 at 4.00 p.m. West Indonesian Time.
d. The payment of Dividend shall be made no later than July 12, 2024.
3. The Board of Directors of the Company was authorized to effect the distribution of such Dividend
and to perform all necessary actions.
4. It was confirmed that the un-appropriated retained earnings after being deducted by the
Reserved Funds and Dividend shall be carried forward as the Company’s unappropriated retained
earnings for the Company’s next accounting year.
Third agenda item:
In order to avoid the possibility of the Company shall hold a General Meeting of Shareholders to
designate a Firm of Public Accountants who differ from the Firm of Public Accountants who have been
directly designated in the AGM, which might be caused by a change in such Firm of Public Accountants
due to unforeseen reasons, the Board of Commissioners of the Company was authorized:
1. to designate a Firm of Public Accountants which is registered with the Financial Services Authority
(OJK) to audit the books of the Company ending on 31 December 2024, provided that such Firm
of Public Accountants should be familiar with the Company's business and in designating such
Firm of Public Accountants the Board of Commissioners shall take into account the
recommendation of the Audit Committee of the Company; and
2. to determine the honorarium of such Firm of Public Accountants and other requirements of
designation.
Fourth agenda item:
1. It was resolved to accept and approve the resignations of:
a. René Sánchez Valle from his position as the President Director of the Company, effective as of
July 1, 2024;
Page 6
b. Dayna Nicole Adelman from her position as a Director of the Company, effective as of July 1,
2024; and
c. Celso Ricardo Marciniuk from his position as a Commissioner of the Company, effective as of
31 May 2024.
2. It was resolved to appoint:
a. Mr. Roland Bala as the President Director of the Company, for the term of office effective as
of 1 July 2024; and
b. Mr. Radovan Sikorsky as a Commissioner of the Company, for the term of office effective as
of 1 July 2024.
3. It was confirmed that the composition of the Company's Board of Directors for the term of office
effective as of 1 July 2024 until the closing of the second subsequent Annual General Meeting of
Shareholders of the Company following this Meeting is as follows:
- President Director : Mr. Roland Bala;
- Director : Mrs. Stephanie Yolande Peregrin;
- Director : Mr. Jemmy Cahyono; and
- Director : Mrs. Melia Halik.
4. It was confirmed that the composition of the Company's Board of Commissioners for the term of
office effective as of:
a. 31 May 2024 until 1 July 2024 is as follows:
- President Commissioner /
Independent Commissioner : Mr. Maurits Daniel Rudolf Lalisang;
- Commissioner : Mr. Uday Shankar Sinha;
- Commissioner : Mr. Charl Marais; and
- Independent Commissioner : Mr. Clayton Allen Wenas.
b. 1 July 2024 until the closing of the second subsequent Annual General Meeting of
Shareholders of the Company following the AGM is as follows:
- President Commissioner /
Independent Commissioner : Mr. Maurits Daniel Rudolf Lalisang;
- Independent Commissioner : Mr. Clayton Allen Wenas;
- Commissioner : Mr. Uday Shankar Sinha;
- Commissioner : Mr. Charl Marais; and
- Commissioner : Mr. Radovan Sikorsky
5. Power of attorney was conferred on any member of the Board of Directors of the Company and/or
Mr. Imam Setyawan Purnomo, all private persons, either jointly as well as individually:
Page 7
a. to state the resolutions adopted in the fourth agenda of the AGM before a Notary in the
Indonesian and/or English language;
b. to notify the compositions of the Board of Directors and the Board of Commissioners of the
Company as resolved in the fourth agenda item of the AGM, to the Minister of Laws and
Human Rights of the Republic of Indonesia, and to make any amendments and or additions
thereto, if required by the competent authorities; and
c. to perform any and all other actions necessary for the abovementioned purposes, without
any exception.
-This power of attorney is granted with the following provisions:
a. this power is granted with the right to delegate this power to other persons;
b. this power shall be effective as of the closing of the AGM; and
c. the AGM agrees to ratify all acts performed by the attorney by virtue of this power of attorney.
Fifth agenda item:
1. The Board of Commissioners of the Company was authorized to determine the remuneration or
salaries and allowances for each member of the Board of Directors of the Company for the
accounting year ending on 31 December 2024; and
2. it was determined that the remunerations for all members of the Company's Board of
Commissioners for the financial year period ending on 31 December 2024 is IDR 4,000,000,000.00
(four billion Rupiah) and the Company's Board of Commissioners is authorized to determine the
allocation of the distribution of said remuneration for every member of the Company's Board of
Commissioners.
Thus, this Minutes of the AGM is made in accordance with the provision of paragraph (1) Article 51 of FSA
Regulation 15/2020.
In compliance with the provisions of paragraph (4) and (5) of Article 68 of Law of the Republic of
Indonesia No. 40 Year 2007 regarding Limited Liability Company, it is herewith also announced that the
Consolidated Balance Sheet and Consolidated Income Statement of the Company's Financial Statements
for the period ended 31 December 2023 which was approved in the first agenda item of the AGM is the
same as that was published in the daily newspapers Media Indonesia and International Media on 27
March 2024.
Jakarta, 14 June 2024
The Board of Directors of the Company
Names mentioned 18 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1 ×2
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.4
unresolved
org
PT. Raya Saham Registra
p.4
unresolved
org
Indonesia Stock Exchange
p.5 ×2
unresolved
person
Stephanie Yolande Peregrin
p.6 ×3
unresolved
person
Maurits Daniel Rudolf Lalisang
p.6 ×4
unresolved
person
Imam Setyawan Purnomo
p.6
unresolved
org
Minister of Laws
p.7
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
Rule parser
Needs review
confidence 0.000
788 ms
12 Sep 2026 23:02
no RUPS minutes content - likely misclassified