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20240603_SMCB_Ringkasan Risalah//Risalah RUPS_31645351_lamp1.pdf
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Summary of Minutes of Annual General Meeting of Shareholders and Procedure for Distribution
of Cash Dividends for Fiscal Year 2023 PT Solusi Bangun Indonesia Tbk (“Company”)
The Board of Directors of the Company hereby notifies the Shareholders of the Company, that the Company has held
an Annual General Meeting of Shareholders ("AGMS"), namely:
Day/Date : Friday, 31 May 2024
Time : 14.24 WIB – 16.06 WIB
Venue : Ra Suites Simatupang, Pandawa Room, Lt 2, Jl TB Simatupang No 30, Jakarta
Selatan 12430, Indonesia
A. The Agenda of AGMS
1. Approval of the Company's Annual Report and ratification of the Company's Financial Statements for the
financial year ending 31 December 2023.
2. Determination of the use of net profit in the financial year ending 31 December 2023.
3. Appointment of a Public Accounting Firm as the Company's Independent Auditor to conduct an audit of the
Company's books for the 2024 Fiscal Year.
4. Approval of the delegation of authority to the Board of Commissioners to determine tantiem for the 2023
financial year and remuneration (salaries, facilities and benefits) for the 2024 financial year for the Directors.
5. Approval of the determination of tantiem for the 2023 financial year and remuneration (salary/honorarium,
facilities and allowances) for the 2024 financial year for the Board of Commissioners.
6. Amendments to Article 3 of the Articles of Association concerning Aims and Objectives and Business Activities,
including adjustments to the Standard Classification of Indonesian Business Fields (KBLI 2020) and discussion
of the Feasibility Study regarding additional business fields of the Company in order to fulfill the requirements
and provisions of POJK No. 17/POJK.04/2020 concerning Material Transactions and Changes in Business
Activities.
7. Changes to the Company's Articles of Association.
8. Approval of Changes the Company’s management.
B. The Board of Commissioners and Board of Directors of the Company attend at the AGMS
Board of Commissioners Board of Directors
Commissioner : Herudi Kandau Nugroho President Director : Lilik Unggul Raharjo
Independent Commissioner : Prijo Sambodo Director : Ony Suprihartono
Director : Soni Asrul Sani
Director : Yasuhide Abe
C. Compliance to Legal Procedures for the AGMS
1. In accordance with the Financial Services Authority (OJK) Regulation No. 15/POJK.04/2020 regarding the Plan
and Implementation of the General Meeting of Shareholders of a Public Company (hereinafter referred to as
"POJK No. 15 of 2020"), the Company's Board of Directors has notified OJK regarding the date and agenda of
the Meeting on 16 April 2024.
2. The announcement of the holding of this Meeting on 23 April 2024.
3. Announcement on disclosure of information in relation to the six agenda of the Meeting on 23 April 2024 as
amended and supplemented on 29 May 2024.
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4. The invitation to shareholders to attend the Meeting on 8 May 2024.
5. Rectification of Invitation to shareholders on 27 May 2024.
Each of these announcements, summons and corrections to summons have been published on the Company's
website, the eASY.KSEI website, and the Integrated Electronic Reporting Facility of the Indonesian Financial Services
Authority & Stock Exchange ("SPE OJK").
D. Quorum of Presence of Shareholders
The AGMS were attended by the Shareholders or Authorized Shareholders of the Company amounting to
8,900,115,479 shares or equal to 98.6777% of all shares that have been issued and fully paid in the Company
namely 9,019,381,973 shares.
E. Opportunities for Questions and Answers
Shareholders and/or their proxies who represent them, have been given the opportunity to ask questions and/or
give opinions in each meeting agenda verbally and electronically through eASY.KSEI system.
F. Decision Making Mechanism
Decision making is carried out by voting verbally and electronically through eASY.KSEI system.
G. Independent Parties for Vote Counting
The company has appointed independent parties, namely Notary Aulia Taufani S.H. and PT Datindo Entrycom as
the Securities Administration Bureau to perform the vote counting.
H. Decision of Meetings
AGMS Decisions are as follows:
AGMS First Agenda
Number of Shareholders There are no shareholders who ask questions.
Asking Question
Decision Making Voting verbally and electronically through eASY.KSEI system.
Mechanism
The Result of Vote Agree Abstain Disagree
8,900,115,479 shares or 0 0
100%
Decision Approved the Company's Annual Report for the 2023 Fiscal Year and the
Supervisory Report of the Board of Commissioners and ratified the Company's
Financial Statements for the 2023 Fiscal Year which had been audited by the
Public Accounting Firm of Imelda & Rekan (a member firm of Deloitte Touche
Tohmatsu) with an unqualified opinion in accordance with its report Number:
00039/2.1265/AU.1/04/1672-1/1/III/2024 dated 7 Maret 2024, with the
opinion “fairly, in all material respects, the consolidated financial position of PT
Solusi Bangun Indonesia Tbk and its subsidiaries as at 31 December 2023, and
their consolidated financial performance and cash flows for the year then
ended in accordance with Indonesian Financial Accounting Standards” and
provide full release and discharge (acquit et de charge) to all members of the
Company's Board of Directors for management actions and to all members of
the Board of Directors of the Company. all members of the Company's Board
of Commissioners for their supervisory actions during the Company's financial
year ending on 31 December 20232, as long as the action is reflected in the
Company's report book and does not constitute a criminal act.
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AGMS Second Agenda
Number of Shareholders There are no shareholders who ask questions.
Asking Question
Decision Making Voting verbally and electronically through eASY.KSEI system.
Mechanism
The Result of Vote Agree Abstain Disagree
8,900,115,479 shares or 0 0
100%
Decision 1. By considering ratio obligations and considering the Company's future
financial condition, determine the use of the Company's Net Profit for Fiscal
Year 2023 in the amount of IDR 894,645,079,934 (eight hundred ninety four
billion six hundred forty five million seventy nine thousand nine hundred
thirty four Rupiah), which is as follows:
a. Amounting 30% or IDR 268,393,523,980 (two hundred and sixty eight
billion three hundred ninety three million five hundred twenty three
thousand nine hundred and eighty Rupiah) or IDR 29,7574185 (twenty
nine Rupiah point seven five seven four one eight five Cents) per share,
designated as cash dividends;
b. The remaining 70% of net profit or IDR 626,251,555,954 (six hundred
twenty-six billion two hundred fifty-one million five hundred fifty-five
thousand nine hundred fifty-four Rupiah) will be used to fund the
Company's operational activities.
2. Granting authority and power to the Board of Directors of the Company with
substitution rights to further regulate the procedures and schedule
implementation of the distribution of cash dividends in accordance with
applicable regulations, including rounding up for the payment of dividends
per share, with due observance of the provisions of laws and regulations.
AGMS Third Agenda
Number of Shareholders There are no shareholders who ask questions.
Asking Question
Decision Making Voting verbally and electronically through eASY.KSEI system.
Mechanism
The Result of Vote Agree Abstain Disagree
8,900,115,479 shares or 0 0
100%
Decision 1. Approved the appointment of Public Accountant Mr. Juan Ramon Junius
Siahaan from Public Accounting Firm Imelda & Rekan (Deloitte Touche
Tohmatsu) as the Company's Independent Auditor to audit the Company's
books for the fiscal year 2024 and other periods of the Financial Year during
2024;
2. Delegating authority to the Board of Commissioners to appoint a substitute
Public Accountant and Public Accounting Firm in the event that the Public
Accountant and/or Public Accounting Firm is unable or unwilling to audit for
any reason or other reason or for any reason including legal reasons and
laws and regulations apply and determine the addition of the scope of work
for the appointed Public Accountant, as long as it is necessary for the
Company's special actions;
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3. To authorize the Board of Directors of the Company to determine a
reasonable honorarium and other requirements in connection with the
appointment of the Public Accountant and the Public Accounting Firm.
AGMS Fourth Agenda
Number of Shareholders There are no shareholders who ask questions.
Asking Question
Decision Making Voting verbally and electronically through eASY.KSEI system.
Mechanism
The Result of Vote Agree Abstain Disagree
8,900,115,479 shares or 0 0
100%
Decision Approve to grant authority and power to the Company's Board of
Commissioners, which carries out remuneration and nomination functions
based on the direction of the Majority Shareholders, to determine for members
of the Company's Board of Directors:
a. Tantiem for performance for the 2023 financial year; And
b. Salary, allowances and facilities for the 2024 financial year.
AGMS Fifth Agenda
Number of Shareholders There are no shareholders who ask questions.
Asking Question
Decision Making Voting verbally and electronically through eASY.KSEI system.
Mechanism
The Result of Vote Agree Abstain Disagree
8,900,115,479 shares or 0 0
100%
Decision Approve to grant authority and power to the Majority Shareholders to
determine for members of the Company's Board of Commissioners:
a. Tantiem for performance for the 2023 financial year; and
b. Honorarium, allowances and facilities for the 2024 financial year.
AGMS Sixth Agenda
Number of Shareholders There are no shareholders who ask questions.
Asking Question
Decision Making Voting verbally and electronically through eASY.KSEI system.
Mechanism
The Result of Vote Agree Abstain Disagree
8,900,115,479 shares or 0 0
100%
Decision 1. Approved adjustments to the Article 3 of the Company's Articles of
Association with the applicable regulations relating to the Standard
Classification of Indonesian Business Fields in connection with the issuance
of the provisions of Government Regulation No. 5 of 2021 concerning
Implementation of Risk-Based Licensing (PP No. 5 of 2021) and Central
Statistics Agency Regulation no. 2 of 2020 concerning Standard
Classification of Indonesian Business Fields (Perka BPS No. 2/2020).
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2. Approved the addition of Company’s business activities in the form of
activities for KBLI Royalti KBLI for royalties (77400) and lease of land rental
(68111) in the form as stated in the table that has been presented,
including discussion of the Feasibility Study in order to fulfill the
requirements and conditions of POJK No. 17/POJK.04/2020 concerning
Material Transactions and Changes in Business Activities ("POJK 17").
3. Approved to grant power and authority with the right of substitution to the
Company's Directors to prepare and restate the Articles of Association, as
well as to carry out all necessary actions in order to amend the Articles of
Association including but not limited to, signing documents and/or letters,
stating and/or express the decisions of this Meeting in a deed made before
a Notary, appear before the relevant government agency in order to obtain
approval and/or notification, carry out registration/recording in order to
comply with the provisions of the applicable laws and regulations.
AGMS Seventh Agenda
Number of Shareholders There are no shareholders who ask questions.
Asking Question
Decision Making Voting verbally and electronically through eASY.KSEI system.
Mechanism
The Result of Vote Agree Abstain Disagree
8,900,115,479 shares - -
or 100%
Reporting contents 1. Approve to amend the provisions of Article 15 paragraph (2) letter b
number 12-14 and Article 18 paragraph (12) of the Company's Articles of
Association in the form as presented in the table.
2. Agree to grant power and authority with the right of substitution to the
Company's Directors to prepare and restate the Articles of Association, as
well as to carry out all necessary actions in order to amend the Articles of
Association including but not limited to, signing documents and/or letters
, declare and/or express the decisions of this Meeting in a deed made
before a Notary, appear before the relevant government agency in order
to obtain approval and/or notification, carry out registration/recording in
order to comply with the provisions of the applicable laws and regulations.
AGMS Eighth Agenda
Number of Shareholders There are no shareholders who ask questions.
Asking Question
Decision Making Voting verbally and electronically through eASY.KSEI system.
Mechanism
The Result of Vote Agree Abstain Disagree
8,900,115,479 shares - -
or 100%
Reporting contents 1. Approved the honorable dismissal of the names below:
a. Mr. Lilik Unggul Raharjo as President Director;
b. Mr. Prijo Sambodo as President Commissioner / Independent
Commissioner;
c. Mr. Yoshifumi Taura as Commissioner,
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as of the closing of this Meeting, with gratitude for their contributions
during their tenure as the company's management.
2. Approved the appointment of the names below:
a. Mr. Asri Mukhtar as President Director;
b. Mr. Prijo Sambodo as President Commissioner / Independent
Commissioner;
c. Mr. Yohanes Surya as Independent Commissioner;
d. Mr. Shinji Fukami as Commissioner,
starting from the closing of this Meeting until the close of the Annual
General Meeting of Shareholders held in 2029, without prejudice to the
right of the General Meeting of Shareholders to dismiss them at any time,
3. In connection with this decision, the composition of the Board of Directors
and Board of Commissioners of the Company as of the closing of this
Meeting is as follows:
Board of Directors:
• President Director : Asri Mukhtar
With a term of office until the closing of the Annual General Meeting of
Shareholders to be held in 2029.
• Director : Soni Asrul Sani
• Director : Ony Suprihartono
• Director : Yasuhide Abe
All three with a term of office until the closing of the Annual General
Meeting of Shareholders to be held in 2026.
Board of Commissioners:
• President Commissioner / Independent Commissioner : Prijo Sambodo
• Independent Commissioner : Yohanes Surya
• Commissioner : Shinji Fukami
All three with a term of office until the closing of the Annual General
Meeting of Shareholders to be held in 2029.
• Commissioner : Herudi Kandau Nugroho
With a term of office until the closing of the Annual General Meeting of
Shareholders to be held in 2026.
4. Grant power of attorney and authority with substitution rights to the Board
of Directors of the Company, either individually or jointly, to state this
decision in a Notary Deed and take necessary actions to notify the changes
in the composition of the Board of Directors and Board of Commissioners
to the competent authorities.
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I. Schedule and Procedure for Distribution of Cash Dividends for Fiscal Year 2023
In accordance with the results of the decision on the Second Agenda of the AGMS as mentioned above, it is hereby
notified that the Company has determined a cash dividend from the Company's Net Profit for the 2023 Fiscal Year
amounting to IDR268,393,523,980 (two hundred sixty eight billion three hundred ninety three million five hundred
twenty three thousand nine hundred and eighty Rupiah) to be distributed to Shareholders so that the cash dividend
to be paid is IDR29,7574185 (twenty nine Rupiah point seven five seven four one eight five cents) per share which
will be distributed to 9,019,381,973 (nine billion nineteen million three hundred eighty one thousand nine hundred
seventy three) Company Shares with the following schedule and procedures:
1. Cash Dividend Distribution Schedule
No. INFORMATION DATE
a. End of Stock Trading Period with Dividend Rights (Cum Dividend)
• Regular and Negotiation Markets 10 June 2024
• Cash Market 12 June 2024
b. Beginning of Stock Trading Period Without Dividend Rights (Ex Dividend)
• Regular and Negotiation Markets 11 June 2024
• Cash Market 13 June 2024
c. Date of Company's Register of Shareholders entitled to Dividend (Recording 12 June 2024
Date)
d. Cash Dividend Payment Date 27 June 2024
2. Procedures for Distribution of Cash Dividends
a. Cash Dividends will be distributed to Company shareholders whose names are recorded in the Company's
Register of Shareholders ("DPS") or recording date on 12 June 2024 (recording date) and/or owners of
Company shares in securities sub accounts at PT Kustodian Sentral Efek Indonesia (“KSEI”) at the close of
trading on 12 June 2024.
b. For Company shareholders whose shares are placed in KSEI's collective custody, cash dividend payments
will be made through KSEI and will be distributed on 27 June 2024 into the Customer Fund Account (RDN)
at the Securities Company and/or Custodian Bank where the shareholder opened a securities sub-account.
Meanwhile, for Company shareholders whose shares are not included in KSEI's collective custody, cash
dividend payments will be transferred to the Company's shareholder 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 (“Domestic Entity Taxpayer”) 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 (“Domestic Individual
Taxpayer/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 Domestic Individual Taxpayer/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 Domestic Individual Taxpayer/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 dividend payment confirmation through a securities company and/or custodian
bank where they open a securities sub account, then the shareholder must be responsible for reporting
the dividend receipt referred to in the tax reporting for the tax year concerned.
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f. For Shareholders who are Foreign Taxpayers whose tax deductions will use a tariff based on the Double
Taxation Avoidance Agreement ("P3B") must meet the requirements of the Director General of Taxes
Regulation No. PER-25/PJ/2018 concerning Procedures for Application of Double Tax Avoidance Approval
and submitting record documents or DGT/SKD receipts that have been uploaded to the Directorate
General of Taxes page to KSEI or BAE in accordance with KSEI rules and regulations, without the said
documents, dividends cash paid will be subject to Article 26 Income Tax of 20%.
Jakarta, 3 Juni 2024
PT Solusi Bangun Indonesia Tbk
Board of Directors
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Names mentioned 17 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1 ×2
unresolved
org
PT Datindo Entrycom
p.2
unresolved
org
Imelda & Rekan
p.2
unresolved
person
Juan Ramon Junius Siahaan
p.3
unresolved
org
Public Accounting Firm Imelda & Rekan
p.3
unresolved
person
Herudi Kandau Nugroho
· Commissioner
p.6 ×3
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.7
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