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20240610_KEEN_Ringkasan Risalah//Risalah RUPS_31659513_lamp3.pdf
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SUMMARY OF MINUTES
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT KENCANA ENERGI LESTARI TBK
The Board of Directors of PT Kencana Energi Lestari Tbk (hereinafter referred to as
“the Company”), domiciled in West Jakarta, herewith announces that it has
conducted the Annual General Meeting of Shareholders for 2023 Financial Year
(hereinafter referred to as the “Meeting”) on:
Day/Date : Friday, 7 June 2024
Time : 14.12 - 14.57 WIB
Venue : Function Room Maqna Residence
Business Park Kebon Jeruk, Jl. Meruya Ilir Raya No 88
RT.1/RW.5, Kel. Meruya Utara, Kec. Kembangan,
West Jakarta 11620
The Meeting also held electronically by using eASY.KSEI website provided by
PT Kustodian Sentral Efek Indonesia.
With Result as in the following Summary Minutes of the Meeting:
A. Meeting Agenda
1. Approval and ratification of the Company’s Annual Report for the financial
year ended in December 31, 2023, including approval and ratification of
the Company’s Financial Statement for the financial year ended in
December 31, 2023, and the Supervisory Report of the Board of
Commissioners, as well as granting a full acquittal and discharge of
responsibilities (acquit et decharge) to all members of the Board of
Directors and the Board of Commissioners of the Company for their
supervisory and management actions during the financial year ended in
December 31, 2023;
2. Approval of the use of the Company’s Net Profit for the 2023 financial
year, including distribution of dividends to the Company’s Shareholders;
3. Appointment of Public Accountant and/of Public Accountant Firm to audit
the Company’s Financial Statement for the financial year ended in
December 31, 2024;
4. Determination of the remuneration for the Company’s Board of Directors
and Board of Commissioners members for the financial year ended in
December 31, 2024.
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B. Attendance of Members of the Board of Directors and the Board of
Commissioners
Board of Commissioners
1. Mr. Albert Maknawi President Commissioner
2. Mrs. Jeanny Maknawi Joe Commissioner
3. Mr. Yamaguchi Masahiro Commissioner
4. Mr. Sim Idrus Munandar Independent Commissioner
5. Mr. Freenyan Liwang Independent Commissioner
Board of Directors :
1. Mr. Wilson Maknawi President Director
2. Mr. Rusmin Cahyadi Director
3. Mr. Ir. Karel Sampe Pajung Director
4. Mr. Giat Widjaja Director
5. Mr. Takasawa Kazunori Director
C. Attendance of the Shareholders
The Meeting attended by the shareholders and the shareholders’ attorney
represent 3.391.512.111 shares or 92,50% from 3.666.312.500 shares which is
all shares with valid voting rights that have been issued by the Company.
D. Question and Answer
1. The shareholders and the shareholders’ attorney were given the
opportunity to ask questions and/or opinion for each Meeting’s agenda.
2. Number of shareholders or their attorney who asked questions and/or
opinions:
a. First Agenda : 1 (one)
b. Second Agenda : nil
c. Third Agenda : nil
d. Forth Agenda : nil
E. Decision Making Mechanism
All decisions are taken by voting. Decisions are made based on the votes
submitted at the AGMS, and the votes that have been submitted by the
Shareholders through eASY.KSEI.
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F. Voting Result
Agenda Abstain Non-Affirmative Affirmative Total Affirmative
First 5.500 60.800 3.391.445.811 3.391.451.311
Second 0 60.800 3.391.451.311 3.391.451.311
Third 0 60.800 3.391.451.311 3.391.451.311
Forth 0 62.800 3.391.449.311 3.391.449.311
G. Resolution of the Meeting:
First Agenda
Approve and legalize the Company’s Annual Report for financial year ended on
December 31st, 2023, included the Company’s Financial Report for financial
year ended on December 31st 2023, and the Board of Commissioners
Supervisory Report, and giving full release and discharge (acquit et de charge)
to all the members of the Board of Directors and the Board of Commissioners
of the Company for their management and supervision conducted in financial
year ended on December 31st 2023, as long as these actions are reflected in
the Annual Report.
Second Agenda
Approved the use of the Company's Profit for the 2023 Fiscal Year of
USD 14.823.349 (fourteen million eight hundred twenty three thousand three
hundred forty nine US Dollar), as follows:
1. In the amount of Rp 27.679.400.000,- (twenty seven billion six hundred
seventy nine million four hundred thousand Rupiah) or equivalent to USD
1.700.000 (one million seven hundred thousand US Dollars) or equivalent
to the Dividend Payout Ratio of 11,47% (eleven point forty seven percent)
of the Company's Net Profit will be distributed as final cash dividend,
which per share is Rp 7,55 (seven point fifty five Rupiah).
2. In the amount of Rp 10.000.000.000,- (ten billion Rupiah) or equivalent to
USD 614.175 (six hundred fourteen thousand one hundred seventy five US
Dollar) will be use and recorded as reserve.
3. The remaining USD 12.509.174 (twelve million five hundred nine thousand
one hundred seventy four US Dollar) will be used for the Company's
operations.
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Third Agenda
Approve to give power and authority to the Board of Commissioners of the
Company:
1. Appoint of Public Accountant and/or Registered Public Accountant Firm
on The Financial Services Authority (OJK) to Conduct an audit the
Consolidated Financial Statements of the Company and Its Subsidiaries
for fiscal year of 2024 and and establish other requirements, including
honorarium, in respect of the appointment of the Public Accountant
and/or the Public Accounting Firm.
2. Dismissing Public Accountant and/or Public Accountant Firm in case
Public Accountant and/or Public Accountant Firm unable to carry out its
audit duties in accordance with accounting standards and applicable
statutory provisions, including regulations in the field of capital markets,
Capital Market Supervisory Agency’s and Financial Institution’s
regulations and/or The Financial Services Authority’s regulations, and
appointing a replacement Public Accountant and/or Public Accounting
Firm and establishing other requirements, including honorarium, in
connection with the appointment of such replacement Public Accountant
and/or Public Accounting Firm.
Fourth Agenda
a. Determine remuneration in the form of salary or honorarium and other
allowances for members of the Company's Board of Commissioners as a
whole for the fiscal year 2024 equal to the fiscal year 2023 with an
increase of 5% (five percent) of the 2023 fiscal year, and authorizes the
Board of Commissioners' Meeting to determine the allocation.
b. Granting power and authority to the Company's Board of Commissioners
to determine remuneration in the form of salaries and other benefits for
members of the Company's Board of Directors.
H. Schedule and Mechanism for the Distribution of the Final Cash Dividend
1. Distribution Schedule of Final Cash Dividend
No Remarks Date
1 AGMS Implementation Date 7 June 2024
2 The report on the results of the AGMS is 11 June 2024
accompanied by a summary of the minutes of
the AGMS on the Indonesia Stock Exchange
website and the Company's website
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3 Announcement of the schedule and 11 June 2024
mechanism for the distribution of final cash
dividend on IDX’s website and the Company’s
website
4 The date for recording the shareholders who 21 June 2024
are entitled to final cash dividend (“Recording
Date”)
5 Regular and negotiated market:
• Cum dividend 19 June 2024
• Ex dividend 20June 2024
6 Cash Market:
• Cum dividend 21 June 2024
• Ex dividend 24 June 2024
7 Payment of final cash dividend 8 July 2024
2. Distribution Mechanism for Final Cash Dividend
1. This announcement shall serve as the official announcement from
the Company and the Company will not issue any separate
announcement to the shareholders.
2. The final cash dividend will be distributed to the shareholders listed
in the Company’s List of Shareholders on the Record Date (June 21,
2024) until 16.00 WIB.
3. The shareholders whose shares are recorded in the collective
custody of Kustodian Sentral Efek Indonesia (“KSEI”) will receive the
final cash dividend through the holders of the accounts at KSEI. The
written confirmation on distributed final cash dividend will be
submitted by KSEI to the securities firms and/or custodian banks,
and the shareholders will subsequently receive the information on
the matter from the respective securities firm and/or custodian
bank of their account.
4. The distribution of the final cash dividend will be deducted by the
Company's Income Tax (PPh) in accordance with the applicable Tax
Regulations.
5. The provisions of income tax deduction on the distribution of the
final cash dividend to foreign shareholders (foreign tax payers) are:
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a. The income tax deduction for the shareholders domiciled in
the countries with no tax treaty with the government of
Indonesia shall refer to Article 26 of Income Tax Law, in which
the withholding tax rate is 20% (twenty percent) of gross
amount.
b. For shareholders of the Company who are domiciled in
countries that have signed a Tax Treaty with the Government
of Indonesia, the provisions as regulated in the relevant Tax
Treaty shall apply, namely generally imposing lower tax
withholding rates. However, to take advantage of the P3B
facility, the shareholders of the Company concerned must
comply with the requirements of the Director General of Taxes
Regulation No. PER-25/PJ/2018 concerning Procedures for
Application of Double Taxation Avoidance Agreement by
submitting a document of record evidence or receipt of
DGT/SKD that has been uploaded to the Directorate General of
Taxes website to KSEI or the Securities Administration Bureau
of PT Sinartama Gunita in accordance with KSEI's rules and
regulations . Without this document, the dividend paid will be
subject to Article 26 Income Tax of 20% (twenty percent).
6. The slips of the tax withheld from the payment of final cash
dividend for both the shareholders recorded at KSEI collective
custody (scripless) can be obtained from the Company’s Bureau of
Securities Administration.
Jakarta, 10 June 2024
BOARD OF DIRECTORS
PT KENCANA ENERGI LESTARI TBK
Names mentioned 17 people and organisations named in the text · linked when the evidence is strong
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PT Kustodian Sentral Efek Indonesia
p.1
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PT Kustodian Sentral Efek Indonesia. With Result
p.1
unresolved
person
Albert Maknawi
p.2
unresolved
person
Yamaguchi Masahiro
p.2
unresolved
person
Freenyan Liwang
p.2
unresolved
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Wilson Maknawi
p.2
unresolved
person
Ir. Karel Sampe Pajung
p.2
unresolved
person
Takasawa Kazunori
p.2
unresolved
org
Financial Services Authority
p.4 ×2
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Indonesia Stock Exchange
p.4
unresolved
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Sentral Efek Indonesia
p.5
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Directorate General of Taxes
p.6
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