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20240612_ESTA_Ringkasan Risalah//Risalah RUPS_31660877_lamp1.pdf
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ANNOUNCEMENT OF SUMMARY OF MINUTES OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT ESTA MULTI USAHA Tbk
In order to fulfill the provisions of Article 10 paragraph (32), paragraph (39) and paragraph (40) of the
Company's Articles of Association and Article 49 paragraph (1) and Article 51 paragraph (1) of the
Financial Services Authority Regulation No. 15/POJK.04/2020 concerning the Plan and the
Implementation of the General Meeting of Shareholders of Public Company ("POJK 15/2020"), the
Board of Directors of the Company hereby announce the Summary of Minutes of the Company's
Annual General Meeting of Shareholders ("Meeting") as follows:
A. The Meeting of the Company has been held on:
Day/Date : Monday, June 10, 2024;
Time : 10.26' BBWI to 11.03' BBWI;
Place : Hotel Luminor Pecenongan
Jalan Pecenongan No. 35, RT. 2/RW. 3, Kebon Kelapa, Gambir, Central
Jakarta.
B. Agenda of the Meeting are as follows:
1. Approval and ratification of the Annual Report for the financial year ended December
31, 2023, which consists of:
a. Report on the management of the Company by the Board of Directors and
the Report on the supervision of the Company by the Board of Commissioners for
the financial year ended on December 31, 2023;
b. Financial Statements and ratification of the balance sheet as well as the
calculation of profit and loss for the financial year ended on December 31, 2023
as well as granting and release and full acquittal (acquit et de charge) to all
members of the Board of Directors and members of the Board of Commissioners
of the Company for the management and supervision actions they have taken for
the financial year ended on December 31, 2023.
2. Determination of the Company's profit and loss for the financial year ended on December
31, 2023.
3. Determination of the amount of salary and other benefits for members of the Board of
Directors and members of the Board of Commissioners of the Company.
4. Appointment of Public Accountant who will audit the Company's financial statements for
the financial year ending on December 31, 2024.
5. Notification of reports on the realization of the use of proceeds from the public offering.
6. Approval of changes to the provisions of the Company's Articles of Association in order
to comply with POJK No. 14/POJK.04/2022 concerning Submission of Periodic
Financial Reports for Issuers or Public Companies.
C. The Board of Commissioners and Board of Directors the Company present at this Meeting are
as follows:
BOARD OF COMMISSIONERS:
Independent Commissioner : Mr. Drs. ALKIE SAMUEL SUTANDRA.
BOARD OF DIRECTORS:
President Director : Mr. MELVIN WANGKAR;
Director : Mr. ANDARU SURYA GAUTAMA.
D. Based on the attendance list of the shareholders of the Meeting, the recorded number of shares
present or represented in the Meeting is 2.317.282.806 shares, which constitute 95,5441% from
the total amount of shares that have been issued by the Company, which have valid voting rights
as required by the Company's articles of association and POJK 15/2020.
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E. The Company has provided opportunities for the shareholders and the proxy of shareholders to
raised questions and/or provide opinions prior to the adoption of resolution for each agenda item
of the Meeting.
F. In the Meeting, there were no shareholders or proxy of shareholders who raised questions and/or
provided opinions regarding each agenda item of the Meeting.
G. The mechanism of adopting resolution of Meeting:
1. The mechanism of adopting resolution of Meeting was conducted in amicable manner. If
no amicable resolution is reached, voting system is implemented in the Meeting through
open voting system.
2. Shareholders were allowed to vote through Electronic General Meeting System KSEI
(eASY.KSEI) provided by PT KUSTODIAN SENTRAL EFEK INDONESIA (“KSEI”).
3. Based on the Article 11 paragraph (6) of the Company's Articles of Association and
Article 47 POJK 15/2020, blank votes shall be considered as casting the same vote as the
majority vote of shareholders who cast their votes.
H. Voting Results:
At the time of adopting the resolution for the entire proposed resolutions on the agenda of the
Meeting, there were no shareholders and proxy of shareholders who raised objections (disagree)
or abstained, therefore resolutions for all agenda of the Meeting were approved based on a
unanimous vote.
I. Resolutions of the Meeting:
FIRST AGENDA OF THE MEETING:
Approved and ractified the Annual Report for the financial year ended on December 31, 2023,
which consists of:
a. Report on the management of the Company by the Board of Directors and Report on
the course of supervision of the Company by the Board of Commissioners during the
financial year of 2023;
b. Financial Statements and Balance Sheet and calculation of profit and loss for the
financial year ended on December 31, 2023;
thereby agree to grant full release and settlement (acquit et de charge) to the members of the
Board of Directors and members of the Board of Commissioners of the Company for the
management and supervisory actions they have taken during the financial year ended on
December 31, 2023 as long as the actions are reflected in the Company's Annual Report and
Financial Statements ended on December 31, 2023.
SECOND AGENDA OF THE MEETING:
Approved the use of the Company's net profit for the financial year ended on December 31,
2023, in the amount of Rp 6.06 billion for the development of the Company's business and
strengthening the capital structure, therefore no dividends shall be distributed to the
shareholders.
THIRD AGENDA OF THE MEETING:
Grant authority and power to the Board of Commissioners of the Company to determine the
salary and/or honorarium and/or other allowances for members of the Board of Directors and
members of the Board of Commissioners of the Company for the financial year of 2024, the
implementation of which will be adjusted to the applicable regulations.
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FOURTH AGENDA OF THE MEETING:
1. Delegate the authority to appoint a Public Accountant who will audit the Company's
financial statements for the financial year ending on December 31, 2024, to the
Company's Board of Commissioners in order to comply with applicable provisions and
obtain an appropriate Public Accountant, with the provision that the criteria for a Public
Accountant who can be appointed are a Public Accountant registered with the Financial
Services Authority, has audit experience in the Company's business activities, has
adequate Human Resources and has Independence.
2. Approve the granting of authority to the Board of Commissioners to determine the
honorarium and other reasonable requirements for the Public Accountant.
FIFTH AGENDA OF THE MEETING:
Accept the accountability for the realization of the use of the proceeds from the Company's
Public Offering, thereby granting full release and settlement (acquit et de charge) to members of
the Board of Directors and members of the Company's Board of Commissioners for their
management and supervisory actions related to the use of proceeds from the Company's Public
Offering as long as the actions are reflected in the Report on the Realization of the Use of
Proceeds from the Company's Public Offering as stipulated in the Company's Financial
Statements.
SIXTH AGENDA OF THE MEETING:
1. Approve the amendment to the provisions of Article 20 of the Company's Articles of
Association concerning the Work Plan, Financial Year and Annual Report to be adjusted
to the provisions of the Financial Services Authority Regulation Number
14/POJK.04/2022 concerning Submission of Periodic Financial Reports of Issuers or
Public Companies.
2. Delegate authority and grant power to the Company's Board of Directors to amend
Article 20 of the Company's Articles of Association to be adjusted to the provisions of
the Financial Services Authority Regulation Number 14/POJK.04/2022 concerning
Submission of Periodic Financial Reports of Issuers or Public Companies.
3. Grant power to the Company's Board of Directors to state the results of the resolutions of
the sixth agenda of the Meeting in a separate Notarial deed, including notifying the
amendment to the Articles of Association to the authorized agencies, including the
Ministry of Law and Human Rights of the Republic of Indonesia, making changes and/or
additions in any form whatsoever required for the receipt of notification of the
amendment to the Articles of Association, submitting, signing all applications and other
documents, choosing a domicile and carrying out all necessary actions, none of which are
excluded.
Tangerang, June 10, 2024
PT ESTA MULTI USAHA Tbk
Board of Directors of the Company
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Financial Services Authority
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PT KUSTODIAN SENTRAL EFEK INDONESIA
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Ministry of Law and Human Rights
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