Back to announcement
20240603_TBIG_Keterbukaan Informasi terkait Aksi Korporasi_31645762_lamp1.pdf
Other Text extracted TBIGSource file signed link, expires in 15 minutes
Extracted text 10
Page 1
ANNOUNCEMENT SUMMARY OF MINUTES OF
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT TOWER BERSAMA INFRASTUCTURE TBK
In order to fulfill the requirement of Article 49 paragraph (1) juncto Article 51 of the Financial
Services Authority Regulation No. 15/POJK.04/2020 dated April 20, 2020 on the Planning and
Organization of the General Meeting of Shareholders of the Public Company (hereinafter "POJK
15/2020"), the Board of Directors of PT Tower Bersama Infrastructure Tbk (hereinafter referred to as
“Company”) hereby annouce the summary of minutes of the Annual General Meeting of
Shareholders (hereinafter referred to as “Meeting”) as follows:
Day/Date : Thursday, May 30, 2024
Time : 10.00 Western Indonesia Standard Time - finish
Venue : Medan Room
Hotel The Westin Jakarta
Jl. HR Rasuna Said Kav C-22
Jakarta Selatan - 12940
Meeting links : Electronic General Meeting System (eASY.KSEI) facility at
https://akses.ksei.co.id/ organized by KSEI.
The Meeting was attended by the following member of the Board of Commissioners and Board of
Directors:
Board of Commissioners Board of Directors
Independent Commissioner : Ludovicus Sensi President Director : Herman Setya Budi
Wondabio Vice President Director : Hardi Wijaya Liong
Independent Commissioner : Heri Sunaryadi Director : Budianto Purwahjo
Director : Helmy Yusman Santoso
The shareholders of the Company present represented 20,999,372,152 shares or 92.768% of the
total number of shares with valid voting rights of 22,636,538,745 shares, that as of the recording
date of the Meeting (May 7, 2024) the total number of issued and paid-up shares of the Company
including treasury shares was 22,656,999,445 shares.
The Meeting was chaired by Mr. Heri Sunaryadi (Independent Commissioner) based on the letter of
appointment of the Board of Commissioners on May 17, 2024.
Prior to the discussion of each of the Meeting’s agendas, the Chairperson disclosed the following:
- Summary of the meeting rules;
- The Company’s overall performance;
- Meeting’s Agendas;
- In each of the Agenda discussed in Meeting, shareholders are given the opportunity and entitled
to raise question and/ or opinion in accordance with the rules; and
1
Page 2
- The resolutions of the Meeting were taken based on deliberation of consensus. If the deliberation
of consensus is not reached, the decision is taken by voting. For Shareholders who were
physically present at the Meeting were given the opportunity to cast their votes using the voting
cards that were distributed at the time of registration and submitted to the available officer, the
voting also took into account the votes that have been submitted via e-Proxy through the
eASY.KSEI platform, with due observance of the quorum for attendance and resolutions of a GMS
stipulated in the Articles of Association of the Company for the relevant Meeting Agenda.
The detail resolutions of the Meeting are as follows:
Meeting Agenda 1 Approval of the Company’s 2023 Annual Report and ratification of the
Company’s Consolidated Financial Statement for the Financial Year
ending on December 31, 2023.
Number of No shareholders raised question
Shareholders Raising
Questions
Decision Making Voting
Process
Voting Results Agree Abstain Disagree
20,957,429,771 shares 41,940,381 shares 2,000 shares
99.800% of those in 0.200% of those 0.000% of those
attendance in attendance in attendance
Meeting’s Resolutions 1. Approved the 2023 Annual Report including the Board of
Commissioners Supervisory Report for Financial Year 2023.
2. Ratified Company’s Consolidated Financial Statements for the financial
year ending on December 31, 2023 that was audited by the Public
Accounting Firm of Tanubrata Sutanto Fahmi Bambang & Partners,
with an unqualified opinion as stated in the report
No. 00212/2.1068/AU.1/06/0117-2/1/III/2024 dated March 28, 2024.
3. Released and discharged every member of the Board of Directors and
the Board of Commissioners for managerial and supervisory actions
taken throughout the financial year ending on December 31, 2023, as
long as these actions are reflected within the Consolidated Financial
Statements of the Company and Subsidiaries for Financial Year 2023.
2
Page 3
Meeting Agenda 2 Determined the Allocation of Net Profits for Financial Year 2023.
Number of No shareholders raised question
Shareholders Raising
Questions
Decision Making Voting
Process
Voting Results Agree Abstain Disagree
20,957,429,771 shares 41,940,381 shares 2,000 shares
99.800% of those 0.200% of those 0.000% of those
in attendance in attendance in attendance
Meeting’s Approved the allocation of the Company's net profit for the 2023 (after tax)
Resolutions of IDR1,560,307,000,000.- (one trillion five hundred sixty billion three
hundred seven million Rupiah) as follows:
1. An amount of IDR 400,000,000 (four hundred million Rupiah) is stipulated
to increase general reserves to meet the provisions of Article 70 Law no.
40 of 2007 regarding Limited Liability Companies and in accordance to the
provisions of Article 25 of the Company's Articles of Association.
2. A total of IDR 1,249,536,938,724 (one trillion two hundred forty nine
billion five hundred thirty six million nine hundred thirty eight thousand
seven hundred twenty four Rupiah) or approximately 80.08% of the
Company's net profit in 2023 was determined as Cash Dividend, of which
IDR 565,913,468,625 (five hundred sixty five billion nine hundred thirteen
million four hundred sixty eight thousand six hundred twenty five Rupiah)
has been distributed on December 27, 2023 as interim cash dividend,
while the remaining amount of IDR 683,623,470,099 (six hundred eighty
three billion six hundred twenty three million four hundred seventy
thousand ninety nine Rupiah) or approximately Rp30.20 (thirty point
twenty Rupiah) per share, will be paid as Final Cash Dividend which will be
distributed to Shareholders whose names are recorded in the register of
shareholders on June 11, 2024, taking into account the number of shares
that have been bought back by the Company on that date, and payment
will be on July 3, 2024.
3. The remaining will be used to increase Retained Earnings to support the
Company's business development.
4. Granting power and authority to the Board of Directors to arrange the
payment procedure for the cash dividend in accordance with the
prevailing laws and regulations.
3
Page 4
Meeting Agenda 3 Appointment of the Public Accountant and Public Accounting Firm to audit
the Company’s Financial Statements for Financial Year 2024.
Number of No shareholders raised question
Shareholders
Raising Questions
Decision Making Voting
Process
Voting Results Agree Abstain Disagree
20,889,617,503 shares 41,940,381 shares 67.814.268 shares
99.477 % of those 0.200 % of those 0.323 % of those
in attendance in attendance in attendance
Meeting’s Approved the Appointment of a Public Accountant to audit the Company's
Resolutions Financial Statements for Financial Year 2024 by:
1. delegate authority with substitution rights to the Board of Commissioners
with consideration from the Company's Audit Committee to appoint a
Public Accountant and/or Public Accountant Firm registered with the
Financial Services Authority ("OJK") in accordance with the criteria set out
in the Meeting to audit the Company's Consolidated Financial Statements
for the financial year ending December 31, 2024 and to appoint a
replacement of Public Accountant and/or Public Accountant Firm if the
appointed Public Accountant and/or Public Accountant Firm for any reason
is unable to carry out his duties.
2. give full authority with substitution rights to the Board of Commissioners of
the Company to determine the honorarium and other requirements for the
appointment of the Public Accountant and/or Public Accountant Firm.
Meeting Agenda 4 Determine the Salary and Benefits for members of the Company’s Board of
Directors and Salary or Honorarium and Benefits for the members of the
Company’s Board of Commissioners for Financial Year 2024.
Number of No shareholders raised question
Shareholders
Raising Questions
Decision Making Voting
Process
Voting Results Agree Abstain Disagree
20,957,098,931 shares 41,940,381 shares 332,840 shares
99.799% of those 0.200% of those 0.001% of those
in attendance in attendance in attendance
Meeting’s Delegate the authority to the Board of Commissioners to determine the
Resolutions salaries, honorarium, and other benefits for members of the Board of Directors
and Board of Commissioners for the Financial Year 2024.
4
Page 5
Meeting Agenda 5 Appointment and/or changes to the composition of the Company's
Directors.
Number of No shareholders raised question
Shareholders
Raising Questions
Decision Making Voting
Process
Voting Results Agree Abstain Disagree
20,957,429,771 shares 41,940,381 shares 2,000 shares
99.800% of those 0.200% of those 0.000% of those
in attendance in attendance in attendance
Meeting’s 1. Approved the appointment of Mr. Dr. Leonardus Wahyu Wasono Mihardjo,
Resolutions as Director of the Company, effective as of the closing of this Meeting, with
term of office until the closing of the 5th (fifth) Annual General Meeting of
Shareholders since this Meeting is closed without prejudice to the right of
the General Meeting of Shareholders to dismiss him at any time.
and therefore, the composition of the Board of Directors and Board of
Commissioners of the Company as of the closing of this Meeting are as
follows:
Board of Directors of the Company:
President Director : Herman Setya Budi
Vice President Director : Hardi Wijaya Liong
Director : Budianto Purwahjo
Director : Helmy Yusman Santoso
Director : Dr. Leonardus Wahyu Wasono Mihardjo
Board of Commissioners :
President Commissioner : Edwin Soeryadjaya
Commissioner : Verena Lim
Independent Commissioner : Ludovicus Sensi Wondabio
Independent Commissioner : Heri Sunaryadi
2. Authorize the Board of Directors Meeting to determine the duties
distribution among the members of the Board of Directors.
3. Approved to reaffirm the Company's address as follows:
The Convergence Indonesia 11th Floor, Kawasan Rasuna Epicentrum,
Jl. H.R Rasuna Said, Kelurahan Karet Kuningan ,
Kecamatan Setiabudi, Kota Administrasi Jakarta Selatan,
DKI Jakarta.
4. Approved to reaffirm the composition of the Company's shareholders, the
composition of the Company's Shareholders based on the register of
shareholders as provided by PT Datindo Entrycom as the Company's
Securities Administration Bureau as of May 7, 2024 as follows:
5
Page 6
a. Bersama Digital Infrastructure Asia Pte. Ltd., 18,067,840,623 (eighteen
billion sixty seven million eight hundred forty thousand six hundred
twenty three) shares or with a value of IDR 361,356,812,460 (three
hundred sixty one billion three hundred fifty six million eight hundred
twelve thousand four hundred sixty Rupiah).
b. PT Wahana Anugerah Sejahtera, 2,098,321,840 (two billion ninety-eight
million three hundred twenty-one thousand eight hundred forty)
shares or with a value of IDR 41,966,436,800 (forty one billion nine
hundred sixty six million four hundred thirty six thousand eight
hundred Rupiah).
c. The public, 2,490,836,982 (two billion four hundred ninety million eight
hundred thirty six million nine hundred eighty two) shares or with a
value of IDR 49,816,739,640 (forty nine billion eight hundred sixteen
million seven hundred thirty nine thousand six hundred forty Rupiah).
Thus, a total of 22,656,999,445 (twenty two billion six hundred fifty six
million nine hundred ninety nine thousand four hundred forty five) shares
or with a value of IDR 453,139,988,900 (four hundred fifty three billion one
hundred thirty nine million nine hundred eighty eight thousand nine
hundred Rupiah).
5. Granted the power and authority with rights of substitution to the Board of
Directors of the Company, either jointly or individually, to appear and/or
appear before the authorized official and/or Notary to state the decisions
taken, to sign the deed(s) required, to submit information, to make and sign
all necessary documents, and to take all actions deemed necessary, without
any exception.
Meeting Agenda 6 Approval of the plan to change the business activities to be carried out by
PT Tower Bersama and PT Solu Sindo Kreasi Pratama, which are controlled
companies of the Company, by adding business activities of leasing power
supply systems using batteries for telecommunications towers and leasing
property, to comply with the provisions of Article 32 juncto Article 22
paragraph (1) subparagraph a of OJK Regulation No. 17/POJK.04/2020
regarding Material Transactions and Changes in Business Activities.
Number of No shareholders raised question
Shareholders
Raising Questions
Decision Making Voting
Process
Voting Results Agree Abstain Disagree
20,957,429,771 shares 41,940,381 shares 2,000 shares
99.800% of those 0.200% of those 0.000% of those
in attendance in attendance in attendance
6
Page 7
Meeting’s 1. Approved the plan to change business activities (including discussion of
Resolutions business feasibility studies related to the plan to change business activities)
to be carried out by PT Tower Bersama and PT Solu Sindo Kreasi Pratama,
which are controlled companies of the Company, by adding business
activities leasing power supply systems using batteries for
telecommunications towers and leasing property, to comply with the
provisions of Article 32 juncto Article 22 paragraph (1) subparagraph a of OJK
Regulation No. 17/POJK.04/2020 regarding Material Transactions and
Changes in Business Activities.
2. To authorize the Board of Directors of the Company, either jointly or
individually, to take all necessary actions in implementing the resolutions of
this Meeting, with due observance of the prevailing rules and regulations, to
appear and/or appear before the authorized officials and/or Notary to sign
the necessary deeds, to submit information, to make and sign all necessary
documents, and to take all actions deemed necessary, without any
exception.
Meeting Agenda 7 Approval of the Company's Share Buyback by following OJK Regulation No.
29 of 2023 dated December 29, 2023 regarding Buyback of Shares Issued by
Public Companies.
Number of No shareholders raised question
Shareholders
Raising Questions
Decision Making Voting
Process
Voting Results Agree Abstain Disagree
20,906,406,454 shares 41,940,381 shares 51,025,317 shares
99.557% of those 0.200% of those 0.243% of those
in attendance in attendance in attendance
Meeting’s 1. Approved the Shares Buyback of the Company's Shares that have been
Resolutions issued and listed on the Indonesia Stock Exchange for a maximum of
396,500,000 (three hundred ninety six million five hundred thousand)
shares or 1.75% (one point seven five percent) of the entire issued and fully
paid-up capital of the Company which will be carried out within a period of
12 (twelve) months from this Meeting’s approval of the Company’s Shares
Buyback.
2. To grant approval and authorization to the Company's Board of
Commissioners, with the right of substitution, in accordance with the
Company's Articles of Association, to approve the implementation of the
Shares Buyback of the Company's Shares that have been issued and listed
on the Indonesia Stock Exchange, including to declare the results of the
Company’s Shares Buyback.
7
Page 8
3. To authorize the Board of Directors of the Company, either jointly or
individually, to take all necessary actions in implementing the resolutions of
this Meeting, including determining the terms of implementation of the
Company’s Shares Buyback with due observance of the prevailing rules and
regulations, to appear and/or be present before the authorized official
and/or Notary to sign the necessary deed(s), to submit information, to
make and sign all necessary documents, and to report the implementation
of the Company’s Shares Buyback to the Annual General Meeting of
Shareholders of the Company, and to take all actions deemed necessary,
without any exception.
Meeting Agenda 8 Approval of the plan to issue debt securities or Notes in foreign currency,
with a maximum principal amount equivalent to USD 900,000,000 (nine
hundred million United States Dollars), to be issued by the Company in 1
(one) or several issuances within a period of 12 (twelve) months from the
date of approval by the GMS through an offering to investors outside the
territory of the Republic of Indonesia, which constitutes a Material
Transaction under OJK Regulation No. 17/POJK.04/2020 regarding Material
Transactions and Changes in Business Activities.
Number of No shareholders raised question
Shareholders
Raising Questions
Decision Making Voting
Process
Voting Results Agree Abstain Disagree
20,892,623,994 shares 41,940,381 shares 64,807,777 shares
99.491% of those 0.200% of those 0.309% of those
in attendance in attendance in attendance
Meeting’s 1. Approved the plan to issue debt securities or Notes in foreign currency, with
Resolutions a total amount of principal equivalent to USD 900,000,000 (nine hundred
million United States Dollars) which will be carried out by the Company in 1
(one) or several issuances within a period of 12 (twelve) months from the
date of obtaining approval from the General Meeting of Shareholders
through an offer to investors outside the territory of the Republic of
Indonesia, which is a Material Transaction based on the Financial Services
Authority Regulation No. 17/POJK.04/2020 on Material Transactions and
Changes in Business Activities.
2. Gave approval and authority to the Board of Directors of the Company,
either jointly or individually, with the right of substitution, in accordance
with the Articles of Association of the Company, to make, execute, sign
and/or submit and carry out any agreements and actions required in
connection with all documents and notices to be signed and/or submitted
under or related to the Notes, including all amendments and additions
thereto on terms and conditions deemed good by the Board of Directors,
including but not limited to:
o Indenture relating to the issuance of the Notes;
o Purchase Agreement;
8
Page 9
o Any intercompany loan agreement to be entered into by the Company
with its subsidiaries or affiliated companies, either as debtor or as
creditor; and
o Any proxy and other related documents that have been and will be
determined later if deemed necessary in connection with or that may be
required under the agreements related to the issuance of the Notes and
other related documents that do not violate any legal provisions, in any
jurisdiction that regulates such documents.
3. To authorize with the right of substitution to the Board of Directors of the
Company, either jointly or individually, to appear and/or appear before the
authorized officer and/or Notary to state the decisions taken, to sign the
deed(s) required, to submit information, to make and sign all necessary
documents, and to take all actions deemed necessary, without any
exception.
Meeting Agenda 9 Use of proceeds report of (i) Continuous Rupiah Bond VI Phase I Year 2023;
(ii) Continuous Rupiah Bond VI Phase II Year 2023; and (iii) Continuous
Rupiah Bond VI Phase III Year 2024.
Number of No shareholders raised question
Shareholders
Raising Questions
Decision Making This agenda is only a reporting hence there is no voting.
Process
Voting Results This agenda is only a reporting hence there is no voting.
Meeting’s This agenda is only a reporting hence there is no voting.
Resolutions
9
Page 10
DIVIDEND PAYMENT SCHEDULE
Cum-Dividend • Regular and negotiated market June 7, 2024
• Cash market June 11, 2024
Ex-Dividend • Regular and negotiated market June 10, 2024
• Cash market June 12, 2024
Recording Date June 11, 2024
Dividend Payment Date July 3, 2024
Distribution of Tax Witholding Slip August 31, 2024
CONDITIONS FOR PAYMENT:
1. Dividend will be paid to the registered shareholder in the Company’s Shareholder Register
(Recording Date) on June 11, 2024 no later than 16.15 WIB (West Indonesia Time) and/or to the
shareholders who hold the Company’s shares at the sub-securities account of PT. Kustodian
Sentral Efek Indonesia (KSEI) on the closing of trading in the Indonesia Stock Exchange on
June 11, 2024.
2. For the shareholder whose shares are kept in collective custody at KSEI, the dividend payment will
be distributed by KSEI to the account of its Securities Company and/or Custodian Bank on
July 3, 2024. The dividend payment slip will be sent by KSEI to the shareholders through its
Securities Company and/or Custodian Bank where the shareholder opened their account.
Whereas for the shareholder whose shares are not in the collective custody at KSEI, the dividend
payment will be transferred to the shareholder’s account.
3. The dividend payment will be subject to withholding tax in accordance with the prevailing tax
regulations. Such withholding tax shall be borne by the entitled shareholders and will be deducted
from the total cash dividend due to the entitled shareholder.
4. For the Indonesian Entity Tax Subject that has not submitted their Tax ID, they are requested to
submit it to KSEI or to Share Registrar (BAE) PT Datindo Entrycom, at Jl. Hayam Wuruk No. 28,
Jakarta 10120, at the latest by June 11, 2024 at 16.00 WIB. In the absence of the Tax ID Number,
the dividend to be paid to that Indonesian Entity shall be deducted by 30% withholding tax.
5. For the shareholders who are Overseas Tax Subject, whose tax tariff is in accordance with the
Double Tax Treaty Agreement (P3B), they are obliged to comply with Article 26 of the Tax Law no.
36 year 2008 and to submit Form DGT-1 or DGT-2 which have been legalized by the Office of Tax
Services for Listed Companies (Kantor Pelayanan Pajak Perusahaan Masuk Bursa) to KSEI or BAE at
the latest June 14, 2024 (3 exchange days after Recording Date). In the absence of such forms, the
dividend will be deducted by withholding tax article 26 of 20%.
6. For the shareholder whose shares are kept in collective custody at KSEI, the cash dividend tax
withholding slip will be available at the Securities Company and / or Custodian Bank where the
shareholder opened their securities account and for the script shareholder, it can be collected at
the BAE Office starting from August 31, 2024.
Jakarta, June 3, 2024
PT TOWER BERSAMA INFRASTRUCTURE TBK
THE BOARD OF DIRECTORS
10
Names mentioned 21 people and organisations named in the text · linked when the evidence is strong
unresolved
org
TOWER BERSAMA INFRASTUCTURE TBK
p.1 ×2
unresolved
org
Financial Services Authority
p.1 ×3
unresolved
org
Tanubrata Sutanto Fahmi Bambang & Partners
p.2
unresolved
person
Dr. Leonardus Wahyu Wasono Mihardjo
p.5 ×4
unresolved
org
PT Datindo Entrycom
p.5 ×2
unresolved
org
PT Solu Sindo Kreasi Pratama
p.6 ×2
unresolved
org
Indonesia Stock Exchange
p.7 ×3
unresolved
org
PT. Kustodian Sentral Efek Indonesia
p.10
unresolved
org
Sentral Efek Indonesia
p.10
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
No extraction attempted yet.