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20240531_MOLI_Ringkasan Risalah//Risalah RUPS_31645048_lamp4.pdf

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Page 1
                           ANNOUNCEMENT OF MINUTES SUMMARY

     ANNUAL GENERAL MEETING OF SHAREHOLDERS FOR THE FISCAL YEAR 2023

                                 PT MADUSARI MURNI INDAH Tbk


In order to comply with the provisions of Article 49 paragraph (1) and Article 51 of the Financial Services
Authority Regulation No. 15/POJK.04/2020 concerning the Plan and Implementation of the General Meeting
of Shareholders of a Public Company (hereinafter referred to as “POJK No. 15”), the Board of Directors of PT
MADUSARI MURNI INDAH Tbk (hereinafter referred to as the “Company”) hereby notifies the
Shareholders, that the Company has convened the Annual General Meeting of Shareholders (hereinafter
referred to as the "Meeting") as follows:

A.   Held on :
     Day / Date            : Wednesday / May 29, 2024
     Time                  : 10.12 WIB – 11.10 WIB
     Place                 : Assembly Hall Lt.8, Gedung Menara Mandiri Jl. Jenderal Sudirman
                             No. Kav. 54-55, South Jakarta, Daerah Khusus Ibukota, Jakarta 10250.

     Meeting Agenda        :

     1. Approval of the Annual Report and ratification of the Company's Consolidated Financial Statements
        for the financial year ended December 31, 2023, as well as granting of full release and discharge
        (acquit et de charge) to all members of the Board of Directors and Board of Commissioners of the
        Company for their management and supervisory actions which have been carried out during the
        2023 Fiscal Year.

     2. Determination of the use of the Company's net profit for the financial year ended December 31,
        2023.

     3. Determination of salary or honorarium and other allowances for members of the Company's Board
        of Commissioners and Board of Directors for the 2024 financial year.

     4. Appointment of a Public Accountant and/or Public Accounting Firm to audit the Company's
        Financial Statements for the financial year ending December 31, 2024.

     5. Approval of Reappointment / Changes Board of Directors Composition.

     6. Approval of Reappointment / Changes Board of Commissioners Composition.

     7. Changes to Article 23 paragraph (6) of the Company's Articles of Association concerning the
        announcement of the Balance Sheet and Profit/Loss Statement in 1 (one) Indonesian-language
        newspaper with national circulation. To be adjusted in accordance with Regulation No.
        14/POJK.04/2022 concerning the Submission of Periodic Financial Reports by Issuers or Public
        Companies.

B.   Members of the Board of Directors and Board of Commissioners present at the Meeting both physically
     and by teleconference:
Page 2
     BOARD OF COMMISSIONERS
     President Commissioner               : Ir. Sandojo Rustanto, attended by teleconference.
     Commissioner                         : Drs. Indra Winarno, M.Si attended by teleconference.
     Commissioner                         : Handjojo Rustanto, attended by teleconference.
     Commissioner                         : Irene Rustanto, attended by teleconference.
     Independent Commissioner             : I Nyoman Darma, physically present.
     Independent Commissioner             : Rodolfo C Balmater, physically present.

     BOARD OF DIRECTORS
     President Director                   : Adikin Basirun, S.E, physically present.
     Director                             : Donny Winarno, physically present.
     Director                             : Jose Gonjoran Tan, physically present.

C.   The meeting was attended by 2.635.314.838 shares with valid voting rights or 96,74% of all shares with
     valid voting rights issued by the Company.

D.   In the Meeting the Shareholders and/or their proxies are given the opportunity to ask questions and/or
     provide opinions regarding the agenda of the Meeting.

E.    1st Agenda     :    No question
      2nd Agenda     :    No question
      3rd Agenda     :    No question
      4th Agenda     :    No question
      5th Agenda     :    No question
      6th Agenda     :    No question
      7th Agenda     :    No question

F.   The decision-making mechanism in the Meeting is as follows:
     Meeting decisions are made by way of deliberation for consensus. If deliberation for consensus is not
     reached, then it is done through voting.

G. The results of decisions made by voting:

     1st AGENDA:

                     Agree                            Abstain                            Disagree

       2.500.495.386 votes or 94,88% of 134.819.452 votes from all                     Not available
       all shares with voting rights shares with voting rights
       present at the Meeting           present at the Meeting


     1st Agenda Decision:

        1. Approved the Company's Annual Report for the 2023 Fiscal Year including the Board of
           Directors' Report and the Board of Commissioners' Supervisory Task Report for the 2023
           Fiscal Year.

        2. Ratify the Company's Consolidated Financial Statements for the financial year ending
           December 31, 2022 which has been audited by Public Accountant Denny Susanto
           No.AP.1671 from the Public Accounting Firm Mirawati Sensi Idris with a fair opinion in all
           matters relating to material as stated in report No.00060/3.0478/AU.1/04/1671-2/1/III/2024
           issued on March 26, 2024.
Page 3
   3. Provide full release and release of responsibility (volledig acquit et de charge) to each
      member of the Board of Directors and Board of Commissioners for the management and
      supervisory actions that have been carried out during the financial year ending December
      31, 2023 insofar as these actions are reflected in the Company's Consolidated Financial
      Statements and Subsidiaries for the 2023 Fiscal Year.

2nd AGENDA:

                Agree                            Abstain                        Disagree

  2.500.495.386 votes or 94,88% of 134.819.452 votes from all                 Not available
  all shares with voting rights shares with voting rights
  present at the Meeting           present at the Meeting


2nd Agenda Decision:

    1. Approve the allocation of the Company’s net profit for the Financial Year 2023, after tax
       attributable to the owners of the Company’s parent entity, as follows:
        a. to be distributed as a Final Dividend amounting to Rp9,997,214,252 (nine billion nine
             hundred ninety-seven million two hundred fourteen thousand two hundred fifty-two
             Rupiah), or Rp3.67 per share (three point six seven Rupiah per share), to be distributed
             for a total of 2,724,036,581 (two billion seven hundred twenty-four million thirty-six
             thousand five hundred eighty-one) shares issued and fully paid in the Company.

         b. the amount of Rp1,000,000,000 (one billion Rupiah) to be allocated as a statutory
            reserve to comply with the provisions of Article 70 of Law No. 40 of 2007 on Limited
            Liability Companies.

         c. the remaining amount of Rp72,515,554,748 (seventy-two billion five hundred fifteen
            million five hundred fifty-four thousand seven hundred forty-eight Rupiah) to be
            recorded as retained earnings to support the operational activities of the Company and
            its subsidiaries, debt repayment, capital expenditure, and other business prospects of
            the Company.

    2. Granting authority to the Board of Directors of the Company, with the right of substitution,
       to undertake all necessary actions related to the distribution of cash dividends, including
       but not limited to determining the schedule, date, and method of payment for such cash
       dividends.

3rd AGENDA:

                Agree                            Abstain                        Disagree

  2.500.495.386 votes or 94,88% of 134.819.452 votes from all                 Not available
  all shares with voting rights shares with voting rights
  present at the Meeting           present at the Meeting


3rd Agenda Decision:

Grant authority to the Nomination and Remuneration Committee, in which case the function is carried
out by the Company's Board of Commissioners, to determine the honorarium or salary, as well as other
Page 4
facilities and benefits for members of the Company's Board of Commissioners and Board of Directors for
the 2024 financial year by taking into account the Company's financial condition.

4th AGENDA:

                Agree                               Abstain                          Disagree

  2.500.495.386 votes or 94,88% of 134.819.452 votes from all                     Not available
  all shares with voting rights shares with voting rights
  present at the Meeting           present at the Meeting


4th Agenda Decision:

  1. Delegating authority and power with substitution rights to the Company's Board of
     Commissioners to appoint a Public Accounting Firm (‘KAP’) registered with the Financial
     Services Authority ("OJK") to conduct an audit of the Company's Consolidated Financial
     Statements for the financial year ending December 31 2023 and to appoint a replacement
     Public Accountant if the appointed Public Accountant Office for any reason is unable to
     carry out its duties.
  2. Give full authority with substitution rights to the Company's Board of Commissioners to
     determine the honorarium and other requirements for the appointment of the Public
     Accounting Firm.

5th AGENDA:

                Agree                               Abstain                          Disagree

  2.500.495.386 votes or 94,88% of 134.819.452 votes from all                     Not available
  all shares with voting rights shares with voting rights
  present at the Meeting           present at the Meeting


5th Agenda Decision:

   1. Regarding with the end of the term of office of the Company's Board of Directors, we hereby grant
      full discharge and release from responsibility (volledig acquit et de charge) to the members of the
      Company's Board of Directors for their actions during their term of office, provided that such
      actions are reflected in the Company's Financial Statements and do not constitute criminal offenses.
   2. Approved the reinstate all members of the Company's Board of Directors as follows:
        BOARD OF DIRECTORS
        President Director   : Mr. Adikin Basirun
        Director             : Mr. Donny Winarno
        Director             : Mr. Jose Gonjoran Tan
      Effective from the conclusion of this Meeting for a period of 3 (three) years or until the closure of
      the Annual General Meeting of Shareholders (AGM) at the end of 1 (one) term of office, without
      prejudice to the AGM's right to dismiss them at any time.
   3. Approved the authority to the Board of Directors of the Company, with the right of substitution, to
      undertake all necessary actions related to the resolutions of this Meeting Agenda. This includes
      drafting and restating the decisions made in this Meeting into a Notarial Deed and submitting it to
      the competent authorities for acknowledgment of data notification, as well as performing any and
      all actions deemed necessary and beneficial for this purpose, without any exceptions.
Page 5
6th AGENDA:

                Agree                              Abstain                          Disagree

  2.500.495.386 votes or 94,88% of 134.819.452 votes from all                     Not available
  all shares with voting rights shares with voting rights
  present at the Meeting           present at the Meeting


6th Agenda Decision:


    1. Regarding with the end of the term of office of the Company's Board of Directors, we hereby
       grant full discharge and release from responsibility (volledig acquit et de charge) to the members
       of the Company's Board of Directors for their actions during their term of office, provided that
       such actions are reflected in the Company's Financial Statements and do not constitute criminal
       offenses.
    2. Approved the reinstate all members of the Company's Board of Directors as follows:
        BOARD OF COMMISSIONERS
        President Commissioner                 : Mr. Ir. Sandojo Rustanto
        Commissioner                           : Mr. Drs. Indra Winarno, MSi
        Commissioner                           : Mr. Handjojo Rustanto
        Commissioner                           : Mrs. Irene Rustanto
        Independent Commissioner               : Mr. Edy Sugito
        Independent Commissioner               : Mr. Kartadjaja Intan
        Effective from the conclusion of this Meeting for a period of 3 (three) years or until the closure
        of the Annual General Meeting of Shareholders (AGM) at the end of 1 (one) term of office,
        without prejudice to the AGM's right to dismiss them at any time.
   3. Approved the authority to the Board of Directors of the Company, with the right of substitution,
      to undertake all necessary actions related to the resolutions of this Meeting Agenda. This includes
      drafting and restating the decisions made in this Meeting into a Notarial Deed and submitting it
      to the competent authorities for acknowledgment of data notification, as well as performing any
      and all actions deemed necessary and beneficial for this purpose, without any exceptions.

7th AGENDA:

                Agree                              Abstain                          Disagree

  2.500.495.386 votes or 94,88% of 134.819.452 votes from all                     Not available
  all shares with voting rights shares with voting rights
  present at the Meeting           present at the Meeting


 7th Agenda Decision:

   1. Approved the amendment to Article 23, paragraph (6) of the Articles of Association;
   2. Approved the actions of the Board of Directors to revise the Articles of Association, specifically
      Article 23 regarding the Work Plan, Fiscal Year, and Annual Report in connection with the
      changes as referred to in decision number 1 above. Consequently, Article 23 of the Company's
      Articles of Association shall be as follows:
Page 6
                 “RENCANA KERJA, TAHUN BUKU DAN LAPORAN TAHUNAN”
                                                   Pasal 23
        1) Direksi menyampaikan rencana kerja yang memuat juga anggaran tahunan Perseroan
           kepada Dewan Komisaris untuk mendapat persetujuan, sebelum tahun buku dimulai.
        2) Rencana kerja sebagaimana dimaksud pada ayat 1 Pasal ini harus disampaikan paling
           lambat 30 (tiga puluh) hari sebelum dimulainya tahun buku yang akan datang.
        3) Tahun buku Perseroan berjalan dari tanggal 1 (satu) Januari sampai dengan tanggal 31
           (tiga puluh satu) Desember Pada akhir bulan Desember tiap tahun, buku Perseroan ditutup.
        4) Direksi menyusun laporan tahunan dan menyediakannya di kantor Perseroan untuk dapat
           diperiksa oleh para pemegang saham terhitung sejak tanggal pemanggilan RUPS tahunan.
        5) Persetujuan laporan tahunan, termasuk pengesahan laporan keuangan tahunan serta
           laporan tugas pengawasan Dewan Komisaris, dan keputusan penggunaan laba ditetapkan
           oleh RUPS.
        6) Perseroan wajib mengumumkan neraca dan laporan laba rugi Perseroan sesuai dengan
           peraturan perundang-undangan yang berlaku, termasuk dan tidak terbatas di bidang pasar
           modal.
3. Approves the authority to the Board of Directors of the Company, with the right of substitution, to
   perform all necessary actions related to the resolutions of this Meeting's agenda, including drafting and
   restating the entire Articles of Association of the Company into a Notarial Deed and submitting it to
   the relevant authorities to obtain acknowledgment of the amendments to the articles of association,
   and to undertake all actions deemed necessary and useful for this purpose without any exceptions.




                                      Jakarta, May 31, 2024

                             PT MADUSARI MURNI INDAH Tbk
                                   Board of Directors

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Names mentioned 11 people and organisations named in the text · linked when the evidence is strong

linked org MADUSARI MURNI INDAH Tbk p.1 ×8
linked person Ir. Sandojo Rustanto p.2 ×3
linked person Drs. Indra Winarno p.2 ×4
linked person Handjojo Rustanto p.2 ×2
linked person Adikin Basirun p.2 ×2
unresolved org Financial Services Authority p.1 ×2
unresolved person Donny Winarno p.4
unresolved person Jose Gonjoran Tan Effective p.4 ×3
unresolved person Irene Rustanto Independent p.5
unresolved person Edy Sugito Independent p.5 ×2
unresolved person Kartadjaja Intan Effective p.5

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no RUPS minutes content - likely misclassified

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