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20260519_WINS_Ringkasan Risalah//Risalah RUPS_32092270_lamp2.pdf
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PT Wintermar Offshore Marine Tbk
(“Company”)
SUMMARY OF RESOLUTIONS OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
The Board of Directors of the Company hereby announce the Summary of Resolution of the Annual General Meeting of
the Company (“Meeting”) which was convened on:
Day/Date : Wednesday, 13 May 2026
Time : 02:19 am to 04:35 pm
Venue : Office of the Company - Jl. Kebayoran Lama No. 155, Jakarta Barat, 11560
Agenda of Meeting:
1. Approval of the Company’s Annual Report for the Financial Year 2025 regarding the Report of the Board of Directors
on the Company’s Activities, the Report of the Implementation of Supervisory Duties of the Board of
Commissioners and the Approval to the Company’s Financial Report for the year ending 31 December 2025;
2. Determination of the Allocation of the Company’s Net Profit for Financial Year 2025;
3. Approval of the Distribution of Share Dividend and Cash Dividend for the Financial Year 2025;
4. Appointment of Public Accountant to Audit the Company’s Financial Report for the Financial Year 2026;
5. Determination of Remuneration of Members of the Board of Commissioners and Board of Directors for the
Financial Year 2026;
6. Approval of the Plan to Transfer a Portion of the Company’s Buyback Shares (Treasury Shares) Bought in Period 4
June 2025 to 31 March 2026 through a Management and Employee Stock Option Program (MESOP) VI 2026.
7. Approval of the Company’s Share Buyback for period 14 May 2026 to 13 May 2027.
8. Approval of the Reappointment of a Member of the Board of Commissioners of the Company.
9. Granting Power and Authority to the Board of Directors to Determine the Procedures for and to Execute the
Distribution of Share Dividends and Cash Dividends for Financial Year 2025 and to ratify the Board of Directors’
Action of Distribution of Interim Dividend for Financial Year 2025.
Chairman of Meeting
The meeting was chaired by Mr. Jonathan Jochanan, the President Commissioner and Independent Commissioner of
the Company as appointed by the Board of Commissioners based on the Circular Resolution of Board of
Commissioners in lieu of Meeting of Board of Commissioners of the Company dated 9 April 2026, Number
0886/A.20/IV/2026/WINS.124, in compliance with Article 13 Paragraph (1) Articles of Association of the Company.
Attendance of Member of the Board of Commissioners and Board of Directors in the Meeting (offline):
Board of Commissioners Board of Directors
• Jonathan Jochanan – President Commissioner & Independent • Sugiman Layanto – Managing Director
Commissioner • Janto Lili – Director
• John Stuart Anderson Slack – Commissioner • Muhamad Shanie Mubarak – Director
• Nely Layanto - Director
Attendance of Member of the Board of Commissioners and Board of Directors in the Meeting (online):
• Sim Idrus Munandar – Independent Commissioner
Attendance of Shareholders in the Meeting
All agenda of the Meeting were convened with the attendance of shareholders or their legal proxies representing
shareholding of 3,499,847,251 shares with valid voting rights or equals to 79.40% of all shares issued by the Company
as of 20 April 2026, being total of 4,460,988,262 shares. In accordance with Article 14 Paragraph 2.1.a of the Articles of
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Association of the Company, the Meeting for the First, Second, Third, Fourth, Fifth, Eighth, and Ninth Agenda has been
validly convened as it was attended by shareholders representing more than 1/2 of the total issued shares of the
Company. In accordance with Article 14 Paragraph 3.a of the Articles of Association of the Company, the Meeting for
Sixth and Seventh Agenda has been validly convened as it was attended by shareholders representing more than 2/3 of
the total issued shares of the Company.
Question and Answer in the Meeting
At the conclusion of the discussion of each agenda item of the Meeting, the Chairman of the Meeting provided an
opportunity to the Shareholders or their proxies present at the Meeting to raise questions and/or express opinions or
suggestions related to the agenda item being discussed.
No questions, opinions, or suggestions were raised or expressed by the Shareholders or their proxies with respect to all
agenda items of the Meeting.
Mechanism of Resolving Resolution in the Meeting
The resolutions of Meeting were adopted by voting, in accordance with Article 14 Paragraph 2.1.c of the Company's
Articles of Association, whereby the resolutions of Meeting for the First, Second, Third, Fourth, Fifth, Eighth, and Ninth
Agenda shall be valid if approved by more than 1/2 of all shares with voting rights present at the Meeting. Meanwhile, in
accordance with Article 14 Paragraph 3.a of the Company's Articles of Association, the resolution of the Meeting for
Sixth and Seventh Agenda shall be valid if approved by more than 2/3 of all shares with voting rights present at the
Meeting. All Agenda were resolved by valid resolutions at the Meeting, with the results of voting as follows:
Agenda For Against Abstain
First Agenda 3,495,482,869 votes 0 vote 4,364,382 votes
(99.8752979%) (0%) (0.1247021%)
Second Agenda 3,497,186,414 votes 0 vote 2,660,837 votes
(99.9239728%) (0%) (0.0760272%)
Third Agenda 3,497,186,414 votes 0 vote 2,660,837 votes
(99.9239728%) (0%) (0.0760272%)
Fourth Agenda 3,497,186,414 votes 0 vote 2,660,837 votes
(99.9239728%) (0%) (0.0760272%)
Fifth Agenda 3,497,186,414 votes 0 vote 2,660,837 votes
(99.9239728%) (0%) (0.0760272%)
Sixth Agenda 3,460,898,487 votes 36.287.927 votes 2,660,837 votes
(98.8871296%) (1.0368432%) (0.0760272%)
Seventh Agenda 3,497,186,414 votes 0 vote 2,660,837 votes
(99.9239728%) (0%) (0.0760272%)
Eighth Agenda 3,474,079,684 votes 23.106.730 votes 2,660,837 votes
(99.2637517%) (0.6602211%) (0.0760272%)
Ninth Agenda 3,497,186,414 votes 0 vote 2,660,837 votes
(99.9239728%) (0%) (0.0760272%)
Meeting Resolutions:
First Agenda
1. Approved the Annual Report of the Company 2025 including Board of Directors’ Report of the Activities of the
Company and Report of the Implementation of Supervisory Duty of the Board of Commissioners;
2. Approved and ratified the Consolidated Financial Statements of the Company for the Year ended on 31 December
2025 which has been audited by Tjun Tjun AP Number 1115 Public Accountant from Public Accountant Office Amir
Abadi Jusuf, Aryanto, Mawar & Rekan, which has been presented fairly in all material respects as stated in their
audit report Number 00247/2.1030/AU.1/05/1115-4/1/III/2026 dated 16 March 2026.
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3. Granted full release and discharge (“Acquit et de charge“) to the members of the Board of Directors and those of
the Board of Commissioners from any responsibility and accountability for management and supervisory duty they
had performed during the year ended 31 December 2025, provided that such acts were reflected in the Annual
Report of the Company and Consolidated Financial Statement for 2025.
Second Agenda
Approved and determined the use of the Company's Net Profit for the Financial Year ended 31 December 2025, namely
USD 20,032,299 or the equivalent to Rp 336,182,041,818,- with details as follows:
1. The amount of USD 100,000 is appropriated as a statutory reserve in accordance with the provisions of Article 70
of Law Number 40 of 2007 concerning Limited Liability Company.
2. Determined the Total Final Dividend for the financial year ended on 31 December 2025 in the amount of Rp
66,204,741,930,- to be distributed to the Company’s entitled Shareholders in the form of: (i) cash dividend in the
amount of Rp 30,943,103,834,- and (ii) share dividend in a maximum amount of Rp 35,261,638,096,-
3. The remaining balance of the Company’s 2025 Net Profit for which no specific appropriation has been determined
shall be recorded as the Company’s Retained Earnings.
Third Agenda
1. Approved the distribution of Share Dividend derived from the Company’s Retained Earnings as of 31 December
2025, in a maximum amount of Rp 35,261,638,096,- with the following procedure and timeline:
- Cum bonus date in the regular and negotiation markets = 25 May 2026
- Cum bonus date in the cash market = 29 May 2026
- Recording date = 29 May 2026
2. Approved the increase of the Company’s issued and paid-up capital by the amount of new shares issued at a
nominal value of Rp.100,- per share in connection with the distribution of the share dividend, and accordingly to
approve the amendment to Article 4 paragraph 2 of the Company’s Articles of Association to reflect the increase
in the issued and paid-up capital as a result of the share dividend distribution.
3. Determined the Total Cash Dividend to the Shareholders in the amount of Rp 66,204,741,930,- representing
19.69% of the Company’s Net Profit for the 2025 financial year attributable to owners of the parent entity, with the
following details:
a. An amount of Rp 22,127,694,310,- or Rp 5,- per share has been distributed to the Shareholders as an interim
dividend on 11 December 2025, therefore hereby ratified the actions of the Board of Directors in carrying out
the interim dividend distribution based on the Resolution of Board of Directors dated 12 November 2025,
which approved by the Board of Commissioners on 14 November 2025.
b. The remaining amount of Rp 8,815,409,524,- or Rp 2,- per share shall be distributed as a final cash dividend to
the registered Shareholders which will be determined by the Board of Directors of the Company.
c. With respect to the payment of the remaining dividend for the 2025 financial year, the Company shall withhold
dividend tax in accordance with the prevailing tax regulations.
Fourth Agenda
1. Reappointed and reassigned Public Accountant Tjun Tjun, Registration No. AP.1115, from the Public Accounting
Firm Amir Abadi Jusuf, Aryanto, Mawar & Rekan, or another Public Accountant registered with the Financial
Services Authority as a substitute appointed by the Public Accounting Firm Amir Abadi Jusuf, Aryanto, Mawar &
Rekan, in the event that Public Accountant Tjun Tjun is unable to perform his duties, to audit the Company’s
Consolidated Financial Statements for the financial year ending on 31 December 2026.
2. Granted power and authority to the Board of Commissioners to appoint and determine another Independent Public
Accounting Firm registered with the Financial Services Authority to audit the Company’s Consolidated Financial
Statements for the financial year ending on 31 December 2026 for and on behalf of the interests of the Company,
in the event that for any reason the said Public Accounting Firm Amir Abadi Jusuf, Aryanto, Mawar & Rekan is unable
to perform its duties.
3. Granted power and authority to the Board of Commissioners to determine the honorarium or audit service fees
and other terms and conditions for the said Public Accounting Firm Amir Abadi Jusuf, Aryanto, Mawar & Rekan or
other appointed Independent Public Accounting Firm.
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Fifth Agenda
Approved the delegation and granted authority to the Board of Commissioners to:
1. Determine the honorarium along with other allowances for the BOC and authorise the President Commissioner to
determine the distribution among members of Board of Commissioners for 2026 Financial Year.
2. Determine salary, service fees, and other allowances which will be distributed to members of Board of Directors
of the Company for 2026 Financial Year.
Sixth Agenda
1. Approved the plan for the transfer of a portion of the treasury shares amounting to 15,000,000 shares, representing
0.34% of the issued and fully paid-up capital of the Company, through the Management and Employee Stock
Option Program (MESOP) VI 2026, including all other matters related to the implementation of such MESOP
Program.
2. Granted authority and power to the Board of Directors of the Company to determine the criteria, amount, exercise
price, implementation schedule, and other terms and conditions deemed appropriate by the Board of Directors
and/or the Board of Commissioners of the Company in relation to the implementation of the Company’s MESOP
VI 2026 Program, and to take all necessary actions in connection therewith.
Seventh Agenda
1. Approved the buyback of the Company’s share that has been issued and listed on the Indonesia Stock Exchange
in a maximum amount of USD 3,529,000 including all costs related to the buyback, in accordance with the
provisions of the Financial Services Authority Regulation No. 29 of 2023 concerning the Buyback of Shares Issued
by Public Companies.
2. Granted power and authority to the Company’s Board of Commissioners, with the right of substitution to the Board
of Directors, either partially or in whole, to take all necessary actions in connection with the implementation of the
Company’s share buyback, in compliance with the prevailing laws and regulations, such authority to include but
not be limited to the following:
a. To determine the schedule, method of share buyback, and the number of buyback shares by the Company;
b. To determine the buyback price, provided that such price complies with applicable laws and regulations, and
to allocate the required buyback funds;
c. To sign all documents related to the implementation of the Company’s share buyback;
d. To discontinue the share buyback process at the discretion of the Board of Directors;
e. To carry out all actions necessary and/or required and/or deemed appropriate by the Board of Directors in
relation to and for the purpose of the share buyback, including the transfer of treasury shares, subject to
compliance with the applicable laws and regulations.
Eighth Agenda
Approved:
1. To reappoint Mr. Sim Idrus Munandar to his position as Independent Commissioner of the Company, effective as
of the closing of this Meeting, for a term of office of 5 (five) years until the closing of the Annual General Meeting of
Shareholders in 2031.
2. To authorise the Board of Directors of the Company with substitution rights to restate the Resolution of the Meeting
related to this reappointment of a member of Board of Commissioner into a separate Notarial Deed, including but
not limited to notifying the changes to Minister of Law of the Republic of Indonesia and to register such to other
governmental authorities.
Therefore, since the closing of the Meeting, the composition of the Board of Commissioners and Board of
Directors of the Company shall be as follows:
Board of Commissioners
President Commissioner and Independent Commissioner : Mr. Jonathan Jochanan
Independent Commissioner : Mr. Sim Idrus Munandar
Commissioner : Mr. John Stuart Anderson Slack
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Board of Directors
Managing Director : Mr. Sugiman Layanto
Director : Mrs. Nely Layanto
Director : Mr. Janto Lili
Director : Mr. Muhamad Shanie Mubarak
Ninth Agenda
1. Granted power and authority to the Board of Directors of the Company to determine and implement all matters
related to the distribution and payment of the remaining Cash Dividend for the 2025 financial year, including but
not limited to determine the recording date for identifying shareholders entitled to receive the remaining Cash
Dividend for the 2025 financial year, determining the payment date of such remaining Cash Dividend, and
addressing other technical matters in accordance with the prevailing regulations.
2. Granted power and authority to the Board of Commissioners of the Company with substitution rights to the Board
of Directors of the Company, to determine procedure and mechanism for the distribution of Share Dividend which
shall be carried out in accordance with the provisions of Financial Services Authority Regulation No. 27/2020.
3. Granted power and authority to the Board of Commissioners of the Company with substitution rights, to take all
necessary actions in connection with the increase of the Company’s issued and paid-up capital related to the
distribution of Share Dividend for the 2025 financial year, including but not limited to:
a. To amend Article 4 paragraph 2 of the Company’s Articles of Association and taking all actions deemed
necessary to implement the resolutions of the Third Agenda of the Meeting, including the authority to restate
the resolutions of the Meeting in a notarial deed and subsequently notify the amendment to the Company’s
Articles of Association to the Ministry of Law of the Republic of Indonesia;
b. To carry out all actions necessary in relation to the distribution of Share Dividend, including but not limited to:
(i) registering the Company’s shares, which have been duly issued and fully paid-up in Indonesia Stock
Exchange in accordance with applicable capital market regulations; and (ii) registering the Company’s shares
in the Collective Custody in accordance with the regulations of the Indonesian Central Securities Depository
and other prevailing capital market laws and regulations.
Jakarta, 19 May 2026
Board of Directors of the Company
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Mawar & Rekan
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Financial Services Authority
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Indonesia Stock Exchange
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Minister of Law
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Jonathan Jochanan Independent
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John Stuart Anderson Slack
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Muhamad Shanie Mubarak Ninth
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Ministry of Law
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