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20260518_WTON_Ringkasan Risalah//Risalah RUPS_32091974_lamp2.pdf
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ANNOUNCEMENT
SUMMARY OF MINUTES OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
AND
SCHEDULE & TERMS OF PAYMENT OF CASH DIVIDEND FOR THE FISCAL YEAR 2025
PT WIJAYA KARYA BETON TBK
The Board of Directors of PT Wijaya Karya Beton Tbk, domiciled in East Jakarta City hereby notifies that on Wednesday, May 13
2026 at WIKA Tower 2, Jalan D.I. Panjaitan Lot 9-10, East Jakarta 13340, has held the Annual General Meeting of Shareholders for
the Fiscal Year 2025 (hereinafter referred to as the Meeting) of PT Wijaya Karya Beton Tbk. (hereinafter referred to as the Company).
The meeting opened at 15.03 Western Indonesian Time. The meeting was attended by the Company's Board of Commissioners and
Directors, namely:
A. The Company's Board of Commissioners & Directors present at the Meeting
Board of Commissioners Directors
President Commissioner : Wilan Oktavian President Director : Kuntjara
Director of Marketing & Development : Rija Judaswara
Commissioner : Tjia Marwan
Director of Operations & Supply Chain : Agus Pramono
Management
Director of Finance, Human Capital & : Syailendra Ogan
Risk Management
Director of Engineering & Production : Verly Widiantoro
B. Quorum of Attendance of Shareholders
The Meeting was attended by 6,089,412,222 shareholders or authorized shareholders of the Company, or 69.8690329% of all
issued and fully paid shares in the Company.
C. Meeting Agenda
The agenda of the Meeting is as follows:
1. Approval of the Company’s Annual Report, including the Supervisory Report of the Board of Commissioners for the Financial
Year 2025, as well as the Adoption of the Company’s Consolidated Financial Statements for the Financial Year ending
31 December 2025, together with the Granting of Full Discharge and Release from Liability (volledig acquit et de charge) to
the Board of Directors for Their Management Actions and to the Board of Commissioners for Their Supervisory Actions Carried
Out During the 2025 Financial Year;
2. Determination of the Allocation of the Company’s Net Profit for the 2025 Financial Year;
3. Appointment of a Public Accountant and/or a Public Accounting Firm to Audit the Company’s Consolidated Financial
Statements for the 2026 Financial Year;
4. Determination of Salaries/Honoraria, including Benefits and Allowances for the 2026 Financial Year, and Remuneration for
Performance in the 2025 Financial Year for the Company’s Board of Directors and Board of Commissioners;
5. Approval of Amendments to the Company’s Articles of Association;
6. Delegation of Authority for Approval of the 2026-2030 Company Long-Term Plan (RJPP) and the 2027 Company Work and
Budget Plan (RKAP) and its Amendments from the GMS to the Party Appointed by the GMS;
7. Approval of the Changes to the Composition of the Company's Board of Directors and/or Board of Commissioners.
The explanation of the agenda of the Meeting is as follows:
1. Agenda 1
Pursuant to Article 12 Verse 3 of the Company’s Articles of Association in conjunction with Articles 69 and 78 of Law No. 40
of 2007 on Limited Liability Companies (“UUPT”), the approval of the annual report, including the adoption of the financial
statements and the supervisory report of the Board of Commissioners is carried out by the General Meeting of Shareholders.
2. Agenda 2
Pursuant to the provisions of Article 12 Verse 2 Point b and Article 25 of the Company’s Articles of Association, read in
conjunction with Article 70 and Article 71 Verse 1 of the Limited Liability Companies Act (UUPT), which essentially stipulate
that the allocation of the Company’s net profit is decided by the General Meeting of Shareholders.
3. Agenda 3
Pursuant to the provisions of Article 12 Verse 2 Point c and Article 12 Verse 4 of the Company’s Articles of Association, read
in conjunction with Article 3 Verse 1 of Financial Services Authority Regulation No. 9 of 2023 on the Use of Public Accountants
and Public Accounting Firms in Financial Services Activities, the appointment and dismissal of Public Accountants and/or
Public Accounting Firms to provide audit services for annual historical financial information must be decided by the Company’s
General Meeting of Shareholders, taking into account the proposal of the Board of Commissioners.
4. Agenda 4
Pursuant to the provisions of Article 17 Verse 11 and Article 20 Verse 14 of the Company’s Articles of Association, read in
conjunction with Article 96 Verse 1 and Article 113 of the Limited Liability Companies Act (UUPT), the amounts of
salaries/honoraria and allowances for members of the Board of Directors and the Board of Commissioners shall be determined
by resolution of the General Meeting of Shareholders.
5. Agenda 5
Amendments to the Company’s Articles of Association were made, amongst other things, to align with the 2025 Indonesian
Standard Industrial Classification (“KBLI”) in the Company’s business activities in accordance with Article 5 of Central Statistics
Agency Regulation No. 7 of 2025, as well as other amendments required for the standardization of the Articles of Association
of the WIKA Group, as proposed by PT Wijaya Karya (Persero) Tbk as the Majority Shareholder in Letter No.
SE.01.00/A.DIR.00112/2026 dated 6 April 2026 regarding the Proposal for Adjustments and Additions to the Agenda of the
Annual General Meeting of Shareholders for the 2025 Financial Year of PT Wijaya Karya Beton Tbk.
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6. Agenda 6
Pursuant to the letter from the Majority Shareholder No. SE.01.00/A.DIR.00112/2026 dated 6 April 2026 regarding the
Proposal for Adjustments and Additions to the Agenda of the Annual General Meeting of Shareholders for the 2025 Financial
Year of PT Wijaya Karya Beton Tbk, in conjunction with the provisions of Article 15G of No. 19 of 2003 on State-Owned
Enterprises, as last amended by Law No. 16 of 2025 on the Fourth Amendment to Law No. 19 of 2003 on State-Owned
Enterprises (“SOE Law”), which essentially stipulates that the Company’s Annual Work Plan (“Annual Work Plan”) be
submitted to the General Meeting of Shareholders for approval, having first been reviewed by the Board of Commissioners
prior to submission to the General Meeting of Shareholders, and that the Company’s Long-Term Plan (“Long-Term Plan”),
which has been jointly signed by the Board of Directors and the Board of Commissioners, be submitted to the General Meeting
of Shareholders for approval.
7. Agenda 7
That on Sunday, 15 February 2026, Mr. Dwi Gawan Islandhi H.B., who served as an Independent Commissioner of the
Company, passed away, thereby creating a vacancy in the position of Independent Commissioner of the Company. In this
regard, pursuant to the provisions of Article 17 Verse 2 and Article 20 Verse 7 the Company’s Articles of Association in
conjunction with Articles 3 and 23 of Financial Services Authority Regulation No.33/POJK.04/2014 concerning the Board of
Directors and Board of Commissioners of Issuers or Public Companies, it is stipulated that members of the Board of Directors
and Board of Commissioners shall be appointed and dismissed by the General Meeting of Shareholders for a specific term of
office and may be reappointed for a further 1 (one) term.
D. Opportunity for Questions and Answers
Before making a decision, the Chairman of the Meeting provides the opportunity for Shareholders or Shareholder Proxies to ask
questions and/or provide opinions on each Meeting Agenda. For Agenda Item 1, there were responses given, while for Agenda
Items 2 to 7, there were no Shareholders or proxies who raised questions or opinions.
E. Decision Making Mechanism
All decisions of the Meeting are taken based on deliberation for consensus. In the event that a Shareholder or Shareholder's Proxy
does not approve or vote for abstention, the decision will be taken by voting.
F. Decisions of the Meeting
The resolutions of the Company's Meetings are as follows:
The First Agenda of Meeting
Total Number of There was 1 (one) Shareholder who submitted a response.
Shareholders
Delivering
Questions
Voting Results Agree Abstain Disagree
6,069,570,822 shares 292,800 shares 19,548,600 shares
99.674% of the attending 0.005% of the attending 0.321% of the attending parties
parties parties
Results of the First 1. Approving the Company's Annual Report, including the Board of Commissioners' Supervisory
Meeting Report for the 2025 Financial Year ending December 31, 2025.
2. Ratifying the Company's Consolidated Financial Statements for the 2025 Financial Year ending
December 31, 2025, which have been audited by the Public Accounting Firm (KAP) Amir Abadi
Jusuf, Aryanto, Mawar & Rekan (RSM Indonesia) as stated in its report Number:
00295/2.1030/AU.1/04/1680-5/1/III/2026 dated March 26, 2026, with the opinion "Fair in all
material respects."
3. With the approval of the Company's Annual Report including the Board of Commissioners'
Supervisory Report, and the ratification of the Company's Consolidated Financial Statements in
their entirety for the 2025 Financial Year ending on December 31, 2025, the GMS grants full
release and discharge (volledig acquit et de charge) to all members of the Board of Directors for
their management of the Company and to all members of the Board of Commissioners for their
supervisory actions for the Company that have been carried out during the 2025 Financial Year
ending on December 31, 2025, as long as these actions do not constitute a criminal offense and
are reflected in the report above.
The Second Agenda of Meeting
Total Number of None of the Shareholders asked questions.
Shareholders
Delivering
Questions
Voting Results Agree Abstain Disagree
6,069,570,822 shares 292,800 shares 19,548,600 shares
99.674% of the attending 0.005% of the attending 0.321% of the attending parties
parties parties
Results of the 1. Determining the use of Net Profit attributable to Owners of the Parent Entity for the Financial
Second Meeting Year ending December 31, 2025, amounting to Rp40,019,501,701 (Forty Billion Nineteen
Million Five Hundred One Thousand Seven Hundred One Rupiah) as follows:
a. 10% (Ten Percent) of Net Profit, or Rp4,009,114,636 (Four Billion Nine Million One
Hundred Fourteen Thousand Six Hundred Thirty-Six Rupiah), shall be allocated as Cash
Dividends to Shareholders, or Rp0.46 (Zero Point Forty-Six Rupiah) per share.
b. 90% (Ninety Percent) of Net Profit, or Rp36,010,387,065 (Thirty-Six Billion Ten Million
Three Hundred Eighty-Seven Thousand Sixty-Five Rupiah), shall be allocated as other
reserves.
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2. Granting authority and power to the Board of Directors, with the right of substitution, to further
regulate the procedures and implementation of cash dividend distribution in accordance with
applicable regulations, including rounding dividend payments per share.
The Third Agenda of Meeting
Total Number of None of the Shareholders asked questions.
Shareholders
Delivering
Questions
Voting Results Agree Abstain Disagree
6,069,570,822 shares 292,800 shares 19,548,600 shares
99.674% of the attending 0.005% of the attending 0.321% of the attending parties
parties parties
Results of the Third
Meeting 1. Determining the appointment of a Public Accountant and/or Public Accounting Firm (KAP)
Heliantono and Partners to audit the Company's Consolidated Financial Statements and other
Reports for the 2026 Financial Year.
2. Approving the granting of authority to the Company's Board of Commissioners, with prior written
approval from the Majority Shareholder, to:
a. Appointing a Public Accountant and/or Public Accounting Firm to audit the Company's
Consolidated Financial Statements for other periods in the 2026 Financial Year for the
purposes and interests of the Company; and
b. Determining the audit fee and other requirements for the Public Accountant and/or Public
Accounting Firm, and to appoint a Replacement Public Accountant and/or Public Accounting
Firm in the event that the Heliantono and Partners Public Accounting Firm, for whatever
reason, is unable to complete the audit services for the Company's Consolidated Financial
Statements for the 2026 Financial Year and/or other periods in the 2026 Financial Year,
including determining the audit fee and other requirements for the Replacement Public
Accountant and/or Public Accounting Firm.
The Fourth Agenda of Meeting
Total Number of None of the Shareholders asked questions.
Shareholders
Delivering
Questions
Voting Results Agree Abstain Disagree
6,069,570,822 shares 207,800 shares 19,633,600 shares
99.674% of the attending 0.004% of the attending 0.322% of the attending parties
parties parties
Results of the Approving the granting of power and authority to:
Fourth Meeting a) the Majority Shareholder to appoint members of the Board of Commissioners; and
b) the Board of Commissioners, with prior written approval from the Majority Shareholder, to
appoint members of the Board of Directors,
salaries/honorariums, including facilities and allowances for the 2026 Financial Year and
remuneration for performance for the 2025 Financial Year in accordance with applicable regulations.
The Fifth Agenda of Meeting
Total Number of None of the Shareholders asked questions.
Shareholders
Delivering
Questions
Voting Results Agree Abstain Disagree
6,069,655,822 shares 207,800 shares 19,548,600 shares
99.675% of the attending 0.004% of the attending 0.321% of the attending parties
parties parties
Results of the Fifth 1. Approving the Amendment to the Company's Articles of Association as outlined in the matrix
Meeting presented;
2. Approving the amendment to the Articles of Association of the Company related to Decision
point 1 above;
3. Granting power and authority to the Company's Board of Directors with the right of substitution
to take necessary actions related to the decisions of the Fifth Meeting agenda item, including
drafting and restating the entire Company's Articles of Association in a Notarial Deed, making
changes to the Company's data, and submitting them to the authorized agency for approval
and/or receipt of notification of the amendment to the Company's Articles of Association and
changes to the Company's data, and doing everything deemed necessary and useful for these
purposes, with nothing excluded, including making additions and/or changes to the amendment
to the Company's Articles of Association if required by the authorized agency.
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The Sixth Agenda of Meeting
Total Number of None of the Shareholders asked questions.
Shareholders
Delivering
Questions
Voting Results Agree Abstain Disagree
6,069,655,822 shares 207,800 shares 19,548,600 shares
99.675% of the attending 0.004% of the attending 0.321% of the attending parties
parties parties
Results of the Sixth Approving the granting of power and authority to the Company's Board of Commissioners by first
Meeting obtaining written approval from the Majority Shareholder, to approve the Company's RJPP for 2026-
2030 and the Company's RKAP for 2027 along with its amendments. Approval of the Company's RJPP
for 2026-2030 and the Company's RKAP for 2027 along with its amendments to be implemented in
accordance with good corporate governance and applicable provisions by taking into account the
principles of fairness and information transparency, and has been coordinated with the Majority
Shareholder.
The Seventh Agenda of Meeting
Total Number of None of the Shareholders asked questions.
Shareholders
Delivering
Questions
Voting Results Agree Abstain Disagree
6,069,655,822 shares 207,800 shares 19,548,600 shares
99.675% of the attending 0.004% of the attending 0.321% of the attending parties
parties parties
Results of the Approving the proposed changes in accordance with the Majority Shareholder Letter Number
Seventh Meeting SE.01.00/A.DIR.00189/2026 dated 13 May 2026 as read out, as follows:
1. Confirming the Dismissal of Mr. Dwi Gawan Islandhi H.B. as Independent Commissioner who
was appointed based on Deed Number 25 dated June 12, 2025, made before Ir. Nanette
Cahyanie Handari Adi Warsito, S.H. Notary in South Jakarta, effective February 15, 2026, with
gratitude for all contributions of energy and thoughts during his tenure as Independent
Commissioner of the Company.
2. Honorably dismiss the names below:
a. Mr. Agus Pramono as Director of Operations and Supply Chain Management appointed
based on Deed Number 74 dated May 30, 2024, made before Ir. Nanette Cahyanie Handari
Adi Warsito, S.H. Notary in South Jakarta
b. Mr. Tjia Marwan as Commissioner appointed based on Deed Number 25 dated June 12,
2025, made before Ir. Nanette Cahyanie Handari Adi Warsito, S.H. Notary in South Jakarta
effective as of the closing of this GMS, with thanks for all contributions of energy and thought
during his/her term as Director and Board of Commissioners of the Company.
3. Change the nomenclature of positions of members of the Company's Board of Directors as
follows:
No Previous Current
1. Director of Operations and Supply Chain -
Management
4. To appoint the names below as members of the Company's Board of Commissioners as follows:
a. Mr. Andrianto as Commissioner;
b. Mrs. Noor Aljanna Fitri Gayo as Independent Commissioner;
c. Mrs. Indriani Widiastuti as Commissioner.
effective from the closing of this GMS with a term of office in accordance with the provisions of
the Company's Articles of Association, taking into account the Laws and Regulations and without
reducing the right of the GMS to dismiss at any time.
5. For members of the Company's Board of Commissioners who will be appointed as referred to in
number 4 and are still holding other positions which are prohibited by statutory regulations from
being held concurrently with the position of Board of Commissioners of a State-Owned Enterprise
Subsidiary, then the person concerned must resign or be dismissed from these positions.
6. With the confirmation of the dismissal, termination, change in the nomenclature of positions and
appointment of the Board of Commissioners and Directors as mentioned above, the composition
of the Company's Board of Commissioners and Directors is as follows:
Board of Commissioners:
a. Mr. Wilan Oktavian as President Commissioner;
b. Mr. Andrianto as Commissioner;
c. Mrs. Indriani Widiastuti as Commissioner;
d. Mrs. Noor Aljanna Fitri Gayo as Independent Commissioner.
Directors:
a. Mr. Kuntjara as President Director;
b. Mr. Rija Judaswara as Director of Marketing and Development;
c. Mr. Syailendra Ogan as Director of Finance, Human Capital,
and Risk Management;
d. Mr. Verly Widiantoro as Director of Engineering and Production
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7. Granting power of attorney with the right of substitution to the President Director and/or other
Directors of the Company to carry out all necessary actions related to the decisions of this agenda
item in accordance with the applicable laws and regulations, including to state in a separate
Notarial Deed, appear before a Notary or authorized official and make necessary adjustments or
improvements if required by the authorized party for the purposes of implementing the contents
of this Decision and notify the composition of the Company's Board of Directors and Board of
Commissioners to the Ministry of Law in accordance with applicable provisions.
The Company's Meeting closed at 16.59 Western Indonesian Time.
G. Schedule and Terms of Payment of Cash Dividend for the Fiscal Year 2025
In accordance with the decision on the Second Meeting Agenda, it is hereby notified that the Company has determined a cash
dividend from the Net Profit Attribution of Owners of the Company's Parent Entity for the Financial Year ending on 31 December
2025 amounting to Rp4,009,114,636.- (Four Billion Nine Million One Hundred Fourteen Thousand Six Hundred Thirty-Six Rupiah)
to be distributed to Shareholders so that the Cash Dividend to be paid is Rp0.46,- (Zero Point Forty Six Rupiah) per share which
will be distributed to the Company's Shareholders with the following schedule and procedures:
1. Schedule:
NO DESCRIPTION DATE
End of Stock Trading Period with the Dividend Right (Cum Dividen)
1 a. Regular Market and Negotiation 25 May 2026
b. Cash Market 29 May 2026
Early Stock Trading Period with the Dividend Right (Ex Dividen)
2 a. Regular Market and Negotiation 26 May 2026
b. Cash Market 02 June 2026
3 Date of Register of Shareholders entitling to have the Dividend (Recording Date) 29 May 2026
4 Date of Cash Dividend Payment for the Fiscal Year 2025 12 June 2026
2. Terms of Payment of Cash Dividend:
a. Cash dividends will be distributed to shareholders whose names are recorded in the Company's Register of Shareholders
("DPS") or recording date on 29 May 2026 and/or owners of company shares in securities sub-accounts at PT Kustodian
Sentral Efek Indonesia ("KSEI") on closing of trading on the Indonesia Stock Exchange on 29 May 2026.
b. For Shareholders whose shares are deposited in KSEI's collective custody, cash dividend payments will be made through
KSEI and will be distributed on 12 June 2026 into the Customer Fund Account (RDN) at the Securities company and/or
Custodian Bank where the Shareholders open a securities account. Meanwhile, for Shareholders whose shares are not
included in KSEI's collective custody, the cash dividend payment will be transferred to the Shareholders' account.
c. The cash dividend will be taxed in accordance with the applicable tax laws and regulations.
d. Based on the applicable tax laws and regulations, the cash dividend will be excluded from the tax object if it is received by
the shareholders of the domestic corporate taxpayer (“WP Badan DN”) and the Company does not deduct Income Tax on
the cash dividends paid to the Domestic Entity Taxpayer. the. Cash dividends received by shareholders of domestic
individual taxpayers (“WPOP DN”) will be excluded from the tax object as long as the dividends are invested in the territory
of the Unitary State of the Republic of Indonesia. For WPOP DN that does not meet the investment provisions as mentioned
above, the dividends received by the person concerned will be subject to income tax ("PPh") in accordance with the
applicable laws and regulations, and the PPh must be paid by the WPOP DN concerned in accordance with with the
provisions of Government Regulation no. 9 of 2021 concerning Tax Treatment to Support the Ease of Doing Business.
e. Shareholders can obtain confirmation of dividend payments through securities companies and or custodian banks where
shareholders open securities accounts, then shareholders must be responsible for reporting dividend receipts referred to
in tax reporting for the tax year concerned in accordance with the applicable tax laws and regulations.
f. Shareholders who are Overseas Taxpayers whose tax withholding will use a rate based on the Double Taxation
Avoidance Agreement ("P3B") 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 and submitting proof of
record or receipt of DGT/SKD that has been uploaded to the website of the Directorate General of Taxes, in accordance
with the rules and regulations stipulated by KSEI, without the said document, cash dividends The amount paid will be
subject to Article 26 Income Tax of 20%.
Jakarta, 18 May 2026
PT Wijaya Karya Beton Tbk
Directors
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Financial Services Authority
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Mawar & Rekan
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Ir. Nanette Cahyanie Handari Adi Warsito
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Ministry of Law
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PT Kustodian Sentral Efek Indonesia
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Indonesia Stock Exchange
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Directorate General of Taxes
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