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20240605_NTBK_Ringkasan Risalah//Risalah RUPS_31646987_lamp1.pdf
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Delivering Quality
ANNOUNCEMENT OF SUMMARY OF MINUTES OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT NUSATAMA BERKAH Tbk
In order to fulfill the provisions of Article 49 paragraph (1) and Article 51
paragraph (1) of the Financial Services Authority Regulation No.
15/POJK.04/2020 concerning the Plan and the Implementation of the General
Meeting of Shareholders of Public Company ("POJK 15/2020"), the Board of
Directors of the Company hereby announce the Summary of Minutes of the
Company's Annual General Meeting of Shareholders ("Meeting") as follows:
A. The Meeting of the Company has been held on:
Day/Date : Monday, June 3, 2024;
Time : 10.28’ BBWI – 11.29’ BBWI;
Place : Plaza Oleos, 2nd Floor, Bromo Room,
Jl. TB Simatupang No. 53A, Jakarta 12520.
B. Agenda of the Meeting are as follows:
1. Approval and ratification of 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 the Report on the supervision of the
Company by the Board of Commissioners for the financial
year ended on 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
ended on December 31, 2023 as well as granting and release
and full acquittal (acquit et de charge) to all members of the
Board of Directors and members of the Board of
Commissioners of the Company for the management and
supervision actions they have taken for the financial year
ended on December 31, 2023.
2. Determination of the Company's profit and loss for the financial
year ended on 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 Public Accountant who will audit the Company's
financial statements for the financial year ended on December 31,
2024.
5. Accountability for the realization of the use of proceeds from the
Public Offering.
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6. Affirmation of changes to Article 3 of the Company's Articles of
Association in connection with additional business activities of the
Company.
C. The Board of Commissioners and Board of Directors the Company
present at this Meeting are as follows:
BOARD OF COMMISSIONERS:
President Commissioner : Mr. Ir. HILMAN RISAN;
Concurrently Commissioner
Independent
Commissioner : Mr. HARDIANTO DARJOTO;
Commissioner : Mrs. LIA MARLIANA, S.E.
BOARD OF DIRECTORS:
President Director : Mr. Ir. BAMBANG SUSILO;
Director : Mr. Ir. ISMU PRASETYO.
D. Based on the attendance list of the shareholders of the Meeting, the
recorded number of shares present or represented in the Meeting is
2.058.435.900 shares, which constitute 76,2365% of the 2.700.064.877
shares which are the total amount of shares that have been issued by
the Company, which have valid voting rights as required by the
Company's articles of association and POJK 15/2020.
E. The Company has provided opportunities for the shareholders and the
proxy of shareholders to raised questions and/or provide opinions prior
to the adoption of resolution for each agenda item of the Meeting.
F. In the Meeting, there were no shareholders or proxy of shareholders who
raised questions and/or provided opinions regarding each agenda item
of the Meeting.
G. The mechanism of adopting resolution of Meeting:
1. The mechanism of adopting resolution of Meeting was conducted
in amicable manner. If no amicable resolution is reached, voting
system is implemented in the Meeting through open voting system.
2. Shareholders were allowed to vote through Electronic General
Meeting System KSEI (eASY.KSEI) provided by PT KUSTODIAN
SENTRAL EFEK INDONESIA (“KSEI”).
3. Based on Article 11 paragraph 48 of the Company's Articles of
Association and Article 47 of POJK 15/2020, shareholders with
valid voting rights and have been present, both physically and
electronically at the Meeting, but have not exercised their voting
rights or abstained, are considered valid to attend the Meeting and
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cast the same vote as the majority of the voting shareholders by
adding the said vote to the votes of the majority of the voting
shareholders.
H. Voting results:
FIRST AGENDA OF THE MEETING:
Disagree : 2.700 votes
Abstain : 0 votes
therefore the total number of shareholders who agreed was
2.058.433.200 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 : 2.700 votes
Abstain : 0 votes
therefore the total number of shareholders who agreed was
2.058.433.200 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 : 2.700 votes
Abstain : 0 votes
therefore the total number of shareholders who agreed was
2.058.433.200 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 : 2.700 votes
Abstain : 0 votes
therefore the total number of shareholders who agreed was
2.058.433.200 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 : 2.700 votes
Abstain : 0 votes
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therefore the total number of shareholders who agreed was
2.058.433.200 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.
SIXTH AGENDA OF THE MEETING:
Disagree : 2.700 votes
Abstain : 0 votes
therefore the total number of shareholders who agreed was
2.058.433.200 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 sixth agenda of the
Meeting that had been submitted.
I. Resolutions of the Meeting:
FIRST AGENDA OF THE MEETING:
Approved and ratified the Annual Report for the financial year ended on
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 on December 31, 2023;
thereby agree to grant full release and settlement (acquit et de charge)
to the 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 ended on December
31, 2023 as long as the actions are reflected in the Company's Annual
Report and Financial Statements ended on December 31, 2023.
SECOND AGENDA OF THE MEETING:
Approved the use of the Company's net profit for the financial year
ending on December 31, 2023, amounting to Rp 4.225.519.668,- (four
billion two hundred twenty five million five hundred nineteen thousand six
hundred sixty eight Rupiah) with the following details:
a. amounting to Rp 845.103.937,- (eight hundred forty five million one
hundred three thousand nine hundred thirty seven Rupiah), designated
as the Company's reserve fund;
b. amounting to Rp 422.560.153,- (four hundred twenty two million five
hundred sixty thousand one hundred fifty three Rupiah), distributed as
cash dividends proportionally to the Company's shareholders;
c. the remaining amounting to Rp 2.957.855.598,- (two billion nine
hundred fifty seven million eight hundred fifty five thousand five hundred
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ninety eight Rupiah), used for the Company's business development and
strengthening its capital structure.
THIRD AGENDA OF THE MEETING:
Grant authority and power to the Board of Commissioners of the
Company to determine the salary and/or honorarium and/or other
allowances for members of the Board of Directors and members of the
Board of Commissioners of the Company for the financial year of 2024,
the implementation of which will be adjusted to the applicable
regulations.
FOURTH AGENDA OF THE MEETING:
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 independency.
2. Approved the granting of authority to the Board of Commissioners
to determine the honorarium and other reasonable requirements for
the Public Accountant.
FIFTH AGENDA OF THE MEETING:
Accepti the accountability for the realization of the use of proceeds from
the Initial Public Offering (IPO) of the Company's shares, therefore
provide full release and discharge (acquit et decharge) to the members
of the Board of Directors and members of the Board of Commissioners
of the Company for the management and supervisory actions they have
carried out related to the use of proceeds Initial Public Offering (IPO) of
the Company's Shares insofar as these actions are reflected in the
Realization Report on the Use of Proceeds from the Initial Public
Offering (IPO) of the Company's Shares as stipulated in the Company's
Financial Statements.
SIXTH AGENDA OF THE MEETING:
1. Approved the Company's plan to carry out business activities in the
four-wheeled or more motor vehicle industry (KBLI number 29101).
2. Approved changes to the provisions of Article 3 paragraph (1) and
(2) of the Company's Articles of Association regarding the Purpose
and Objectives and Business Activities of the Company in
connection with the plan to add the Company's main business
activities, namely in the four-wheeled or more motor vehicle
industry (KBLI number 29101).
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3. Grant authority and power to the Company's Board of Directors to
adjust the Purpose and Objectives and Business Activities of the
Company in relation to the addition of the Company's main
business activities, namely in the four-wheeled or more motor
vehicle industry, with the provisions of the business field group as
stated in the Regulation of the Head of the Central Statistics
Agency concerning the Indonesian Standard Classification of
Business Fields (KBLI) currently in effect for the business field,
namely KBLI number 29101.
4. Grant power to the Company's Board of Directors to state the
results of the resolutions of the sixth agenda of the Meeting in a
separate Notarial deed, including request confirmation of approval
related to the amendment to the Company's Articles of Association
to the authorized agency, including the Ministry of Law and Human
Rights of the Republic of Indonesia, make changes and/or
additions in any form whatsoever that are required to obtain
approval for the amendment to the Articles of Association,
including change the Company's business license, submitting,
signing all applications and other documents, choose domicile and
carry out all actions necessary in order to add the Company's main
business activities, none of which are excluded.
Bekasi City, June 3, 2024
PT NUSATAMA BERKAH Tbk
Board of Directors of the Company
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Names mentioned 9 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1
unresolved
org
PT KUSTODIAN SENTRAL EFEK INDONESIA
p.2
unresolved
org
Ministry of Law and Human Rights
p.6
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