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20240606_SMAR_Ringkasan Risalah//Risalah RUPS_31647861_lamp3.pdf
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ANNOUNCEMENT
TO THE SHAREHOLDERS
THE SUMMARY OF MINUTES OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT SINAR MAS AGRO RESOURCES AND TECHNOLOGY Tbk. ("Company")
The Board of Directors of the Company hereby informs the Shareholders that the Annual General Meeting of Shareholders
of the Company had been convened on 5 June 2024 physically at Danamas Room, Plaza Sinar Mas Land, Tower II,
39th Floor, Jalan MH. Thamrin No. 51, Central Jakarta 10350, and electronically through Electronic General Meeting
System KSEI (eASY.KSEI), hereinafter referred to as the “AGM”.
A. The AGM was commenced at 10.38 WIB (thirty eight past ten of the Western Indonesian Time) until 11.58 WIB (fifty
eight past eleven of the Western Indonesian Time).
B. The AGM was attended by the Company’s legitimate shareholders and their proxies totaled 2,850,395,836 (two billion
eight hundred fifty million three hundred ninety five thousand eight hundred thirty six) shares or representing 99.24%
(ninety nine point twenty four percent) of the total issued shares of the Company with valid voting rights as per the AGM
date amounting to 2,872,193,366 (two billion eight hundred seventy two million one hundred ninety three thousand
three hundred and sixty six) shares.
C. The AGM was attended by the members of the Board of Commissioners and the Board of Directors of the Company as
follows:
1. Rafael B. Concepcion, Jr. as the Vice President Commissioner;
2. Prof. DR. Teddy Pawitra as the Independent Commissioner;
3. Prof. DR. Susiyati B. Hirawan as the Independent Commissioner;
4. Ardhayadi, S. E., M.A as the Independent Commissioner;
5. Ir. Lukmono Sutarto as the Commissioner;
6. Irwan Tirtariyadi as the President Director,
7. Jimmy Pramono as the Vice President Director;
8. DR. ING. Gianto Widjaja as the Vice President Director;
9. Franciscus Costan as the Director;
10. D. Agus Purnomo as the Director; and
11. Yovianes Mahar as the Director.
D. AGM Agenda:
1. Approval on the Annual Report of the Company for fiscal year ended on 31 December 2023;
2. Approval and ratification of the Company’s annual account and the report on supervisory duties of the Board of
Commissioners for the fiscal year ended on 31 December 2023, as well as granting the full acquittal of
responsibility (acquit et de charge) to the Company’s Board of Directors over any management conducted by them
during the fiscal year ended on 31 December 2023 and to the Company’s Board of Commissioners over any
supervision conducted by them during the fiscal year ended on 31 December 2023;
3. Enactment and approval on the Company’s profit appropriation for the fiscal year ended on 31 December 2023;
4. Determination of salary, honorarium, and allowances of the Company’s Board of Directors and Board of
Commissioners;
5. Appointment of an Independent Public Accountant to audit the Company’s financial books for the fiscal year ended
on 31 December 2024 and to grant the authority to the Board of Directors of the Company to determine the
honorarium of the Independent Public Accountant and other requirements of the appointment thereof;
6. Approval on the amendment to the Company’s Articles of Association in regards to the addition of Standard
Classification of Indonesian Business Field without changing the Company’s main business;
7. Report on the realisation of the use of proceeds of the Company’s Bond Public Offering; and
8. Approval on the granting of power and authorities to the Board of Directors of the Company in order to transfer the
Company’s assets; or to provide the Company’s assets as collaterals; which constitute more than 50% (fifty
percent) of the Company’s net assets in 1 (one) or more transactions, either related to one another or not.
E. Prior to resolving each of the decisions, the Chairman of the AGM rendered opportunities to the Company’s
shareholders and/or their proxies to raise queries and/or expressed their opinions on each AGM Agenda. There were
no shareholders and/or their proxies present physically or electronically raising their queries and/or opinions under all
AGM Agenda.
F. The Company has appointed an independent notary, Mr. M. Nova Faisal, S.H., M.Kn. to calculate and/or validate the
votes.
G. The resolution for all AGM Agendas was taken by voting, except for the seventh agenda as it was merely a reporting.
Following is the detail of the voting results:
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Agenda Blank/Abstain Disagree Votes Agree Votes Total Agree Votes Resolution
Votes
First to 2,850,395,836 2,850,395,836 Approved by
Third None None shares or shares or deliberation and
representing 100% representing 100% consensus
400 shares or 2,850,395,436 2,850,395,436
Fourth None representing shares or shares or Approved by
0.000014% representing representing majority votes
99.999986% 99.999986%
2,850,395,836 2,850,395,836 Approved by
Fifth None None shares or shares or deliberation and
representing 100% representing 100% consensus
400 shares or 2,850,395,436 2,850,395,436
Sixth None representing shares or shares or Approved by
0.000014% representing representing majority votes
99.999986% 99.999986%
Seventh No voting taken as it was merely a reporting
2,511,760 shares 2,847,884,076 2,847,884,076
Eighth None or representing shares or shares or Approved by
0.088120% representing representing majority votes
99.911880% 99.911880%
H. The resolutions concluded at the AGM are as follows:
1. Approved the Annual Report of the Company for fiscal year ended on 31 December 2023;
2. a. Approved and ratified the Company’s Annual Account for the fiscal year ended on 31 December 2023 audited by
Mirawati Sensi Idris Public Accountant Firm, as adopted in its reports dated 27 March 2024, Number
00359/2.1090/AU.1/01/0155-3/1/III/2024, with unqualified opinion as well as the Supervisory Duties Report of
the Company’s Board of Commissioners for fiscal year ended on 31 December 2023;
b. Granted the full acquittal of responsibility (acquit et de charge) to the Company’s Board of Directors over any
management conducted by them during the fiscal year ended on 31 December 2023, and to the Company’s
Board of Commissioners over any supervision conducted by them during the fiscal year ended on 31 December
2023, to the extent that their management and supervision have been reflected in the above-mentioned Annual
Report;
3. Enacted and approved the Company’s profits appropriation for the fiscal year ended on 31 December 2023 as
follows:
a. To distribute the final dividend amounting to IDR 95,- per share, therefore total dividend distributed shall be
amounting to IDR 272.858.369.770,- (two hundred and seventy two billion, eight hundred and fifty eight million,
three hundred and sixty nine thousand, seven hundred and seventy Rupiah);
b. Not to establish additional reserved funds because it has reached the minimum amount of reserved funds as
regulated in Article 70 of Law No. 40 of 2007 on Limited Liability Company;
c. The remaining balance of the Company’s retained earnings of IDR 15,925,274 million (fifteen trillion, nine
hundred and twenty five billion, two hundred and seventy four million Rupiah) shall be recorded as
unappropriated retained earnings; and
d. Granted the authority and power of attorney to the Company’s Board of Directors to carry out and announce the
cash dividend distribution in accordance with the applicable regulations.
Cash dividend shall be distributed to the Company’s Shareholders whose names are legitimately recorded in the
Company’s Shareholders Register on 19 June 2024 until 16.00 Western Indonesian Time (recording date) with the
provisions as follows:
A. SCHEDULE OF CASH DIVIDEND DISTRIBUTION
a. Cum-dividend in the Regular and Negotiation Markets : 13 June 2024
b. Ex-dividend in the Regular and Negotiation Markets : 14 June 2024
c. Cum-dividend in the Cash Market : 19 June 2024
d. Ex-dividend in the Cash Market : 20 June 2024
e. Cash dividend payment : 25 June 2024
B. PROCEDURE OF CASH DIVIDEND PAYMENT
a. For the Company’s Shareholders whose shares are recorded in the collective deposit of KSEI, the cash
dividend will be received through the Account Holder in KSEI. Written confirmation concerning the result of
cash dividend distribution will be delivered by KSEI to the respective securities company and/or custodian
bank, thereafter, the Shareholders will receive information about their stock balance from the securities
company and/or custodian bank at which the Shareholders open their accounts.
b. For the Company’s Shareholders whose shares are in the script, the Company will pay the dividend through
electronic banking transfer to the account of the relevant Shareholders. Therefore, the aforesaid
Shareholders shall give notice in writing about their Banking Account Numbers, not later than 19 June 2024,
to the Share Registrar (“BAE”) of the Company:
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PT Sinartama Gunita
Tekno Tower 7th Floor, Jln. H. Fachrudin No. 19
Kebon Sirih, Tanah Abang, Central Jakarta 10250
Phone: (021) 3922332 Fax: (021) 3923003
c. Based on the prevailing tax laws and regulations, the cash dividend will be exempted from being a tax object
if it is received by the Domestic Corporate Taxpayer Shareholder (“WP Badan DN”) and the Company will
not deduct any Income Tax on the cash dividend paid to the WP Badan DN. The cash dividend received by
the Domestic Individual Taxpayer Shareholder (“WPOP DN”) will be exempted from being a tax object as
long as the dividend are invested in the territory of the Republic of Indonesia. For WPOP DN who does not
meet the investment requirements as regulated in the relevant regulations, the cash dividend received shall
be subject to Income Tax in accordance with the provision of the prevailing laws, and the Income Tax must
be self-paid by the WPOP DN in accordance with the provisions of the Government Regulation No. 9 Year
2021 concerning Tax Treatment to Support Ease of Doing Business.
d. For the Company’s Shareholder who is an Assessable Foreigner whose tax withholding will use an adjusted
Tariff determined by the Agreement on Double Tax Avoidance (Tax Treaty) shall be obliged to comply with
the requirements of the Director General of Tax Regulation number PER-25/PJ/218 concerning Procedures
for Application of Double Tax Treaty and submit its Certificate of Domicile (“SKD”) having been legalised by
the Tax Service Office for Publicly Listed Companies to KSEI or BAE according to the rules and regulations
of KSEI on the deadline of SKD submission. Without any abovementioned SKD, the cash dividend will be
imposed an Income Tax of Article 26 of 20%.
4. a. Approved the granting of authority and power of attorney to the Company’s Majority Shareholder to determine
the salary, honorarium, and allowances of the members of the Company’s Board of Commissioners for 2024;
and
b. Approved the granting of authority and power of attorney to the Company’s Board of Commissioners to
determine the salary, honorarium, and allowances of the members of the Company’s Board of Directors for
2024.
5. a. Approved the appointment of Mirawati Sensi Idris Public Accountant Firm to audit the Company’s consolidated
financial statements for the year ended on 31 December 2024;
b. Approved the granting of authority and power of attorney to the Company’s Board of Commissioners to appoint
a replacement for the Public Accountant Firm by considering the recommendation of the Company’s Audit
Committee and the stipulations of Financial Services Authority Regulation Number 9 Year 2023 regarding the
Engagement of Public Accountant and Public Accountant Firm in Financial Services Activities, in the case the
appointed Public Accountant Firm is unable to perform or continue its duties due to any reasons whatsoever;
and
c. Approved the granting of authority and power of attorney to the Company’s Board of Directors to determine the
honorarium of the Appointed Public Accountant Firm and other requirements of the appointment therefor.
6. a. Approved and resolved to amend the Article 3 of the Company’s Articles of Association regarding Purpose,
Objective, and Business Activity of the Company in order to add the Standard Classification of Indonesian
Business Field without changing the Company’s main business activities, which are:
1. Complementary Fertiliser Industry – 20127;
2. Pest Management Industry (Formulation) – 20212;
3. Private Clinic Activities – 86105;
4. Private Kindergarten Education/Raudatul Athfal/Bustanul Athfal – 85132; and
b. Approved the granting of authority with substitution right to the Board of Directors of the Company to amend the
Company’s Articles of Association in a separate notarial deed and to conduct all legal actions in connection with
this AGM resolution, including but not limited to appear before the authorised officials, to discuss, to render
and/or to request for information, to draw up or to cause drawn up and to sign any deeds and/or other required
documents, to file an application for approval from and/or to notify the amendments of the Company’s Articles of
Association to the Minister of Law and Human Rights of the Republic of Indonesia, and for such purposes to
make amendment(s) and/or addition(s) in whatsoever kinds needed and/or required by the Minister of Law and
Human Rights of the Republic of Indonesia, and to perform all other matters that must and/or can be executed
for the execution of this AGM resolution.
7. For this AGM agenda there was no resolution as it was merely a reporting and approval from the Shareholders of the
Company is not required.
8. Approved the granting of power and authority to the Company’s Board of Directors in order to transfer the
Company’s assets; or to provide the Company’s assets as collaterals; which constitute more than 50% (fifty percent)
of the Company’s net assets in 1 (one) or more transactions, either related to one another or not.
Jakarta, 6 June 2024
PT SINAR MAS AGRO RESOURCES AND TECHNOLOGY Tbk.
(PT SMART Tbk)
Board of Directors
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Names mentioned 18 people and organisations named in the text · linked when the evidence is strong
unresolved
person
M. Nova Faisal
p.1
unresolved
org
PT Sinartama Gunita Tekno Tower
p.3
unresolved
person
H. Fachrudin
p.3
unresolved
org
Financial Services Authority
p.3
unresolved
org
Minister of Law and Human Rights
p.3
unresolved
org
Minister of Law
p.3
unresolved
org
SMART Tbk
p.3 ×2
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