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20240605_IKAI_Ringkasan Risalah//Risalah RUPS_31647381_lamp2.pdf
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ANNOUNCEMENT OF SUMMARY OF MINUTES OF
SECOND ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT INTIKERAMIK ALAMASRI INDUSTRI Tbk
The Board of Directors of PT INTIKERAMIK ALAMASRI INDUSTRI Tbk (the
“Company”) hereby announce the Summary of Minutes of Second Annual General
Meeting of Shareholders of the Company ("Meeting") as follows:
A. The Meeting of the Company has been held on:
Day/Date : Tuesday, June 4, 2024;
Time : 09.35’ – 11.10’ WIB;
Venue : Function Hall Ruang Meeting 1 & 2, The Nine Sopo Del
Sopo Del Office Towers & Lifestyle, Jalan Mega Kuningan Barat
III Lot. 10 1-6, Jakarta 12950.
B. With the agenda of the Meeting are as follows:
1. Approval and ratification of the Annual Report for the financial year
ending 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 for the financial year ending
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 ending on
December 31, 2023 as well as full grants and releases and
settlements (acquit et de charge) to 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 to the financial year ending December 31, 2023.
2. Determination of the Company’s profit and loss for the financial year
ending 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 a Public Accountant who will audit the Company's
financial statements for the financial year ending December 31, 2024.
5. Renewal of composition data of the Company's shareholders for the
arrangement of NIB of the Company.
6. Changes to the purpose and objectives and the Company's business
activities to be adjusted to the provisions of business sector groups as
stipulated in the standard classification regulations for business fields, in
order to comply with the provisions of regulations regarding electronically
integrated business licensing services, which apply in the Republic of
Indonesia.
C. The Board of Directors and the Board of Commissioners of the Company who
are present at this Meeting are as follows:
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BOARD OF COMMISSIONERS:
President Commissioner : Mr. DRS. ENGKOS SADRAH, M.M.;
concurrently as Independent
Commissioner
Independent Commissioner : Mr. DEAN ARSLAN.
BOARD OF DIRECTORS:
President Director : Mr. TEUKU JOHAS RAFFLI;
Director (Operational and : Mr. ERWAN DWIYANSYAH.
Compliance)
D. Based on the attendance list of the shareholders of the Meeting, the total
number of shares that were present or represented at the Meeting was
4.496.338.635 shares, which constituted 33,792% of all shares issued by the
Company.
E. In accordance with the provisions, the Meeting has been attended by more
than 1/3 of the shareholders/representatives, but not attended or represented
by at least 3/5 of the total number of shares with valid voting rights, therefore
the Meeting will only discuss the first to the fifth agenda items of the Meeting.
The sixth agenda item of the Meeting will be discussed at the third Annual
GMS. In accordance with the provisions of the Company's Articles of
Association and Financial Services Authority Regulation Number
15/POJK.04/2020 concerning the Plan and the Implementation of the General
Meeting of Shareholders of Public Company (“POJK 15/2020”), the third
Annual GMS may be held with the provision that the third Annual GMS is valid
and has the right to make decisions if attended by shareholders of shares with
valid voting rights in the attendance quorum and decision quorum determined
by the Financial Services Authority at the request of the Company.
F. The Company has provided the opportunity for shareholders and their proxies
to ask questions and/or provide opinions prior to making resolutions for each
agenda item of the Meeting.
G. At the Meeting, there were no shareholders or their proxies who asked
questions and/or gave opinions regarding the agenda of the Meeting.
H. The mechanism of adopting resolution of Meeting:
1. The mechanism of adopting resolution of Meeting is carried out by
deliberation to reach consensus. However, if deliberation for consensus
is not reached, the resolutions is made by voting.
2. Shareholders are allowed to vote through the KSEI Electronic General
Meeting System (eASY.KSEI) provided by PT KUSTODIAN SENTRAL
EFEK INDONESIA (“KSEI”).
I. Voting Results:
FIRST AGENDA OF THE MEETING:
Disagree : 95.900 votes
Abstain : 0 votes
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thus the total number of shareholders who agreed was 4.496.242.735
votes, which constitute 99,99% of the total number of valid votes cast,
therefore the Meeting with the majority of votes decided to APPROVED
to the proposed resolutions of the first agenda of the Meeting that had
been submitted.
SECOND AGENDA OF THE MEETING:
Disagree : 95.900 votes
Abstain : 0 votes
thus the total number of shareholders who agreed was 4.496.242.735
votes, which constitute 99,99% of the total number of valid votes cast,
therefore the Meeting with the majority of votes decided to APPROVED
to the proposed resolutions of the second agenda of the Meeting that
had been submitted.
THIRD AGENDA OF THE MEETING:
Disagree : 95.900 votes
Abstain : 0 votes
thus the total number of shareholders who agreed was 4.496.242.735
votes, which constitute 99,99% of the total number of valid votes cast,
therefore the Meeting with the majority of votes decided to APPROVED
to the proposed resolutions of the third agenda of the Meeting that had
been submitted.
FOURTH AGENDA OF THE MEETING:
Disagree : 95.900 votes
Abstain : 0 votes
thus the total number of shareholders who agreed was 4.496.242.735
votes, which constitute 99,99% of the total number of valid votes cast,
therefore the Meeting with the majority of votes decided to APPROVED
to the proposed resolutions of the fourth agenda of the Meeting that had
been submitted.
FIFTH AGENDA OF THE MEETING:
Disagree : 95.900 votes
Abstain : 0 votes
thus the total number of shareholders who agreed was 4.496.242.735
votes, which constitute 99,99% of the total number of valid votes cast,
therefore the Meeting with the majority of votes decided to APPROVED
to the proposed resolutions of the fifth agenda of the Meeting that had
been submitted.
J. Results for the resolution of the Meeting:
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RESOLUTION OF THE FIRST AGENDA:
Approve and ratify 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 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 December 31, 2023;
thereby agreeing to grant full release, settlement and discharge (acquit et de
charge) to 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 ending December 31, 2023 as long as
these actions are reflected in the Company's Annual Report and Financial
Statements ended on 31 December 2023.
RESOLUTION OF THE SECOND AGENDA:
Determine the use of the Company's comprehensive profit for the financial year
ending December 31, 2023, amounting to Rp 6,988,330,000,- to be included
and recorded as Retained Earnings to strengthen the capital structure,
therefore the Company does not distribute dividends to shareholders.
RESOLUTION OF THE THIRD AGENDA:
Approved to delegate the authority to determine the amount of salary and other
allowances for members of the Board of Directors and Board of Commissioners
of the Company, to the Board of Commissioners of the Company which
implementation will be adjusted to the provisions of the Articles of Association
and applicable laws and regulations.
RESOLUTION OF THE FOURTH AGENDA:
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 Board of Commissioners of the Company in
order to comply with applicable regulations and obtain a suitable Public
Accountant, provided that the criteria for Public Accountants who can be
appointed are Public Accountants who have audit experience in the
Company's business activities, have adequate Human Resources and
have independence.
2. Approved the granting of authority to the Board of Commissioners to
determine the honorarium and other reasonable requirements for the
Public Accountant.
RESOLUTION OF THE FIFTH AGENDA:
1. Determine the composition of the Company's Shareholders as stipulated
in the letter to be issued by PT FICOMINDO BUANA REGISTRAR as the
Company's Securities Administration Bureau.
2. Delegate authority and grant power to the Company's Board of Directors
to update the Company's shareholder composition data at the Ministry of
Law and Human Rights and the Online Single Submission (OSS) system
and to include the composition of the Company's shareholders as
stipulated in the letter to be issued by PT FICOMINDO BUANA
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REGISTRAR as the Company's Securities Administration Bureau
regarding Information on Share Ownership of PT INTIKERAMIK
ALAMASRI Tbk, into a separate Notarial deed, including notifying the
update of the Company's shareholder composition data to other
authorized agencies, making changes and/or additions in any form
whatsoever that are necessary for the receipt of the update of the
Company's shareholder composition data, submitting, signing all
applications and other documents, choose domicile and carry out all
necessary actions, none of which are excluded.
Jakarta, June 5, 2024
PT INTIKERAMIK ALAMASRI INDUSTRI Tbk
Board of Directors of the Company
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Names mentioned 11 people and organisations named in the text · linked when the evidence is strong
unresolved
person
ERWAN DWIYANSYAH. Compliance
p.2 ×2
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org
Financial Services Authority
p.2 ×2
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org
PT KUSTODIAN SENTRAL EFEK INDONESIA
p.2
unresolved
org
PT FICOMINDO BUANA REGISTRAR
p.4
unresolved
org
Ministry of Law and Human Rights
p.4
unresolved
org
PT FICOMINDO BUANA
p.4
unresolved
org
INTIKERAMIK ALAMASRI Tbk
p.5 ×2
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