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20240531_BREN_Ringkasan Risalah//Risalah RUPS_31644876_lamp2.pdf
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NOTICE ON THE SUMMARY OF THE
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT BARITO RENEWABLES ENERGY TBK
Following the Annual General Meeting of Shareholders (hereinafter referred to as "Meeting") of
PT Barito Renewables Energy Tbk ("Company"), below is summary of the minutes of such
Meeting:
A. Meeting:
Day/Date : Wednesday, May 29, 2024
Venue : Wisma Barito Pacific II, Auditorium Room, Mezzanine Floor, Jl.
Let. Jend. S. Parman Kav.60, Jakarta 11410
Time : 03.00 – 04.00 PM
Agenda of the Meeting:
1. Approval of the Company's Annual Report for the 2023 fiscal year, including the Board of
Directors' Report and the Board of Commissioners' Supervisory Report, as well as the
ratification of the Company's Consolidated Financial Statements and its subsidiaries for the
fiscal year ending December 31, 2023, audited by Public Accounting Firm Tanudiredja,
Wibisana, Rintis & Partners;
2. Approval of the use of the Company's net profit for the 2023 fiscal year;
3. Appointment and determination of a public accounting firm to audit the Company's financial
statements for the fiscal year ending December 31, 2024;
4. Determination of remuneration (salary/honorarium and other benefits) for the Company's
Board of Directors and Board of Commissioners for the 2024 fiscal year;
5. Submission of the report on the realization of the use of proceeds from the initial public
offering of the Company's shares as of December 31, 2023; and
6. Changes in the use of proceeds from the Company's initial public offering.
B. Attendance of Shareholders, members of the Board of Commissioners and / or
members of the Board of Directors:
• The Meeting was attended by shareholders and/or their representative(s) who are
representing the total of 130,140,251,369 shares or 97.2747801% of the total number
of shares with valid voting rights that have been issued by the Company.
• The Meeting was also attended by members of the Company’s Board of Directors and
Board of Commissioners, as follows:
- Director : Merly
- Director : Agus Sandy Widyanto
- Director : Kenneth Lee Riedel
- Commissioner : David Kosasih
- Commissioner : Tan Suan Swee
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- Commissioner (Independent) : Tan Ek Kia
- Commissioner (Independent) : Todung Mulya Lubis
- Commissioner (Independent) : Cholanat Yanaranop*
*attended virtually via Zoom
C. Meeting Mechanism and Results of Voting:
Following explanation on Agenda of the Meeting, the shareholders are given the opportunity
to raise questions or provide feedbacks. Following such questions and/or feedback from the
shareholders, the resolution was taken by way of deliberation to reach a consensus, if way
of deliberation for consensus cannot be reached, then the vote was taken.
The results of the voting on agenda of the Meeting are as follows:
Agenda of Number of Votes
Meeting Agree Abstain Disagree
1 130,140,248,169 3,200 -
(99.9999975%) (0.0000025%)
2 130,140,102,269 149,100 -
(99.9998854%) (0.0001146%)
3 130,128,820,342 148,500 11,282,527
(99.9912164%) (0.0001141 %) (0.0086695 %)
4 130,140,102,269 149,100 -
(99.9998854%) (0.0001146%)
5 (does not require approval from shareholders)
6 130,140,102,069 149,300 -
(99.9998853%) (0.0001147%)
In accordance with Article 47 of Financial Services Authority (OJK) Regulation
No.15/POJK.04/2020 dated 20 April 2020 regarding the Planning and Implementation of
General Meeting of Shareholders for Public Companies (“POJK15/2020”), shareholders with
valid voting rights who attend the Meeting but abstain (do not cast a vote) are considered to
be given the same vote as the majority of the shareholders who voted. Therefore, the total
agreed votes on each agenda of the Meeting are as follows:
Agenda of Meeting
- First Agenda : 130,140,251,369 (100.000000%)
- Second Agenda : 130,140,251,369 (100.000000%)
- Third Agenda : 130,128,968,842 (99.9913305%)
- Fourth Agenda : 130,140,251,369 (100.000000%)
- Fifth Agenda : does not require approval from shareholders
- Sixth Agenda : 130,140,251,369 (100.000000%)
D. Questions/Opinions from Shareholders
- First Agenda : No questions and/or opinions
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- Second Agenda : No questions and/or opinions
- Third Agenda : No questions and/or opinions
- Fourth Agenda : No questions and/or opinions
- Fifth Agenda : Reporting only
- Sixth Agenda : No questions and/or opinions
E. Results/Resolutions Adopted in the Meeting:
The results/decisions of the Meeting are as follows:
FIRST AGENDA
The decision for the First Agenda is as follows:
1. Approving the Company's Annual Report for the 2023 fiscal year, including the Board
of Directors' Report and the Board of Commissioners' Supervisory Report, as well as
the ratification of the Company's Consolidated Financial Statements and its
subsidiaries for the fiscal year ending December 31, 2023, audited by Public
Accounting Firm Tanudiredja, Wibisana, Rintis & Partners; and
2. Granting full discharge (volledig acquit et decharge) to the Company's Directors for
the management actions taken and to the Company's Commissioners for the
supervisory actions taken during the 2023 fiscal year, insofar as such actions are
reflected in the Company's Annual Report and Consolidated Financial Statements
mentioned above and are not contrary to applicable laws and regulations.
SECOND AGENDA
The decision for the Second Agenda is as follows:
1. Approving the use of the net profit for the 2023 fiscal year attributable to the owners
of the parent entity amounting to USD 107.4 million, distributed as follows:
a. USD 1.1 million or 1% to be set aside as reserves;
b. USD 49.62 million or 46.2% to be paid as cash dividends (the Company has
paid an interim dividend of USD 32.87 million on December 8, 2023, so the
remaining cash dividend to be paid is USD 16.75 million);
c. The remaining USD 56.68 million or 52.8% to be retained earnings to finance
the Company's business activities.
2. Approving the delegation of full authority to the Company's Directors to determine
the schedule and implementation procedures for the distribution of these cash
dividends and to announce them in accordance with applicable laws and
regulations.
THIRD AGENDA
The decision for the Third Agenda is as follows:
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1. Delegate the authority and power to the Company's Board of Commissioners to
appoint the Public Accountant and/or Public Accounting Firm to audit the
Company's financial statements for the 2024 fiscal year, provided they meet the
criteria set forth in this Meeting and still take into account the recommendations of
the Audit Committee;
2. Delegate the authority and power to the Company's Board of Commissioners to
determine the honorarium and other terms related to the appointment of the Public
Accountant and/or Public Accounting Firm while still considering the
recommendations of the Audit Committee;
3. Delegate the authority and power to the Company's Board of Commissioners to
appoint a replacement Public Accountant and/or Public Accounting Firm if the
initially appointed Public Accountant and/or Public Accounting Firm cannot complete
the audit services for the Company's 2024 financial statements, including
determining the honorarium and other fair terms for the replacement Public
Accountant and/or Public Accounting Firm.
FOURTH AGENDA
The decision for the Fourth Agenda is as follows:
1. Approving the determination of remuneration (salaries/honorarium and other
benefits) for all members of the Company's Board of Commissioners, including
Independent Commissioners, not exceeding a total of IDR 10.6 billion (ten point six
billion Rupiah) per year from the closing of this Meeting, and further delegate the
authority and power to the Company's Chief Commissioner to determine the amount
of remuneration and/or other benefits for each member of the Board of
Commissioners; and
2. Approving the delegation of authority and power to the Company's Board of
Commissioners to determine the amount of remuneration (salaries/honorarium and
other benefits) for each member of the Board of Directors.
FIFTH AGENDA
The decision for the Fifth Agenda is as follows:
The Fifth agenda of the Meeting are for reporting purposes which do not require approval
from the shareholders.
SIXTH AGENDA
The decision for the Sixth Agenda is as follows:
Approving the proposed amendment to the use of proceeds from the initial public offering of
the Company's shares as follows:
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Previously:
Capital injection into SEGHPL amounting to IDR 1,967,113,996,504 (one trillion nine
hundred sixty-seven billion one hundred thirteen million nine hundred ninety-six thousand
five hundred four Rupiah) or equivalent to USD 127,875,837 (one hundred twenty-seven
million eight hundred seventy-five thousand eight hundred thirty-seven US dollars) to pay
part of Facility B debt to Bangkok Bank.
Amended to:
1. Capital injection into SEGHPL amounting to IDR 1,431,080,000,000 (one trillion four
hundred thirty-one billion eighty million Rupiah) or equivalent to USD 90,000,000
(ninety million US dollars) to pay part of Facility B debt to Bangkok Bank;
2. Capital injection into BWE amounting to IDR 497,388,996,504 (four hundred ninety-
seven billion three hundred eighty-eight million nine hundred ninety-six thousand five
hundred four Rupiah) to be used for:
a. Payment of Tranche B facility from BNI amounting to USD 29,000,000 (twenty-
nine million US dollars); and
b. General corporate purposes of BWE.
This Notice on the Summary of Minutes of Meeting is announced in compliance with the
provision of Article 51 of POJK 15/2020.
Jakarta, May 31, 2024
PT Barito Renewables Energy Tbk
Board of Directors
Names mentioned 9 people and organisations named in the text · linked when the evidence is strong
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org
Rintis & Partners
p.1 ×2
unresolved
org
Financial Services Authority
p.2
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