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20240529_BISI_Ringkasan Risalah//Risalah RUPS_31643702_lamp3.pdf
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SUMMARY OF MINUTES OF
ANNUAL GENERAL MEETINGS OF SHAREHOLDERS
PT BISI International Tbk
Directors of PT BISI International Tbk (the “Company”) hereby informs to all the shareholders of the
Company on the summary of minutes of Annual General Meetings of Shareholders (“Meeting”) as follows:
1. The Meeting have been convened at Jl. Ancol VIII/1, Jakarta 14430, on Monday, 27 May 2024, at 14.10
Western Indonesia Time until 14.55 Western Indonesia Time.
Agendas of the Meeting were:
(1) Approval of the Company's Annual Report for the year 2023 and ratification of the Company's
Financial Statements for the year 2023.
(2) Approval of the determination of the use of the Company's net profit for the year 2023.
(3) Approval of the appointment of Public Accountant to audit the Company's Financial Statements for
the year 2024.
(4) Approval of changes in the composition of the members of the Directors and the Board of
Commissioners of the Company.
(5) Approval of changes to the Company's Articles of Association.
2. The members of the Company's Directors and Board of Commissioners who were present at the Meeting
were Mr. Agus Saputra Wijaya as President Director, Mr. Putu Darsana as Director, Mr. Arief Tonny
Kusuma as Director, Mr. Tjiu Thomas Effendy as President Commissioner, Mr. Lie Suhanto as Vice
President Commissioner, Mr. Burhan Hidayat as Independent Commissioner and Mr. Sunardi as
Independent Commissioner.
3. The Meeting was attended by shareholders or their representatives who have valid voting rights
amounted of 2,355,903,906 shares or equivalent to 78.53% of the total number of shares with valid voting
rights that have been issued by the Company.
4. The Meeting has provided an opportunity for shareholders to ask questions and/or provide opinions
regarding each agenda of the Meeting.
5. None of the shareholders asked questions and/or gave opinions on the agenda of the Meeting.
6. The decision-making mechanism in the Meeting is carried out by means of deliberation for consensus
and if deliberation to reach consensus is not reached, then a vote is carried out.
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7. The voting results for each agenda of the Meeting are as follows:
Agenda Agree Disagree Abstain
First Agenda of the Meeting 2,335,078,906 votes (99.12%) 0 votes (0.00%) 20,825,000 votes (0.88%)
Second Agenda of the Meeting 2,336,631,106 votes (99.18%) 0 votes (0.00%) 19,272,800 votes (0.82%)
Third Agenda of the Meeting 2,334,362,503 votes (99.09%) 716,303 votes (0.03%) 20,825,100 votes (0.88%)
Forth Agenda of the Meeting 2,336,033,203 votes (99.16%) 597,803 votes (0.02%) 19,272,900 votes (0.82%)
Fifth Agenda of the Meeting 2,336,631,006 votes (99.18%) 0 votes (0.00%) 19,272,900 votes (0.82%)
8. The resolutions for each agenda item of the Meeting are as follows:
First Agenda of the Meeting:
(1) Approved and accepted the Company's Annual Report for the financial year ending on December
31, 2023, including the Directors' Report and ratified the Supervisory Report of the Company's Board
of Commissioners.
(2) Ratified and accepted the Company's Financial Statements for the financial year ending on
December 31, 2023 which has been audited by the Purwantono, Sungkoro & Surja Public Accounting
Firm, as stated in its report No. 00299/2.1032/AU.1/01/0701-1/1/III/2024 dated 25 March 2024 with
an unmodified audit opinion, thereby releasing members of the Directors and Board of
Commissioners of the Company from all responsibilities and obligations (acquit et de charge) for the
management and supervision actions they have carried out during the 2023 financial year, as long
as their actions are listed in the Company's Financial Statements for the 2023 financial year and
these actions are not criminal acts.
The Second Agenda of the Meeting:
Approved the use of net profit for the year 2023:
(1) Distribution of cash dividends of Rp80 (eighty Rupiah) per share or 40.29% of the profit for the year
attributable to owners of the parent entity for the year 2023, which was paid for 3,000,000,000 shares
or a total of Rp240,000,000,000 and grant power to the Directors to determine the schedule and
procedure for the distribution of the dividend in accordance with the provisions of the prevailing laws
and regulations in the capital market sector.
(2) The remaining profit shall be allocated for the retained earnings.
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The Third Agenda of the Meeting:
(1) Approved to authorize the Company's Board of Commissioners, taking into account the
recommendations of the Audit Committee, to (i) appoint a Public Accountant and/or Public
Accounting Firm that will provide audit services on the Company's Financial Statements for the year
2024 with the criteria that the Public Accountant is a person who has obtained a license to provide
services as regulated in the provisions of the laws and regulations regarding public accountants and
is registered with the OJK and is a registered partner at the Purwantono, Sungkoro & Surja Public
Accounting Firms and (ii) appoints a substitute Public Accountant and/or Public Accounting Firm if
the Public Accountant and/or the appointed Public Accounting Firm are unable to carry out their
duties for any reason.
(2) Approved to authorize the Directors of the Company to determine the amount of honorarium to be
paid to the Public Accountant, for their services.
The Forth Agenda of the Meeting:
(1) Approved to appoint Mr. Agus Saputra Wijaya as President Director of the Company.
(2) Approved to appoint Mr. Putu Darsana as Director of the Company.
(3) Approved to appoint Mr. Arief Tonny Kusuma as Director of the Company.
(4) Approved to appoint Mr. Ir. Andy Gumala as Director of the Company.
(5) Approved to appoint Mr. Adhi Kristanto, STP, MP as Director of the Company.
(6) Approved to appoint Mr. Tjiu Thomas Effendy as President Commissioner of the Company.
(7) Approved to appoint Mr. Lie Suhanto as Vice President Commissioner of the Company.
(8) Approved to appoint Mr. Burhan Hidayat as Independent Commissioner of the Company.
(9) Approved to appoint Mr. Sunardi as Independent Commissioner of the Company.
(10) Approved to grant power of attorney with the right of substitution to the Company’s Directors to
declare changes in the composition of the Directors and Board of Commissioners in a separate
deed before a Notary and arrange for notification and registration to the competent authority
regarding changes in the composition of the Directors and Board of Commissioners of the
Company above as required by laws that apply to the Company.
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The composition of the members of the Directors and Board of Commissioners of the Company as of the
closing of this Meeting until the closing of the Company's Annual General Meeting of Shareholders for
the year 2028, is as follows:
President Director : Mr. Agus Saputra Wijaya
Director : Mr. Putu Darsana
Director : Mr. Arief Tonny Kusuma
Director : Mr. Ir. Andy Gumala
Director : Mr. Adhi Kristanto, STP, MP
President Commissioner : Mr. Tjiu Thomas Effendy
Vice President Commissioner : Mr. Lie Suhanto
Independent Commissioner : Mr. Burhan Hidayat
Independent Commissioner : Mr. Sunardi
The Fifth Agenda of the Meeting:
(1) Approved to amend article 3 of the Company's Articles of Association to comply with the
Regulation of the Head of the Central Bureau of Statistics No. 2 of 2020 concerning the Standard
Classification of Indonesian Business Fields without changing the Company's Business
Activities.
(2) Approved to amend article 21 of the Company's Articles of Association to comply with OJK
Regulation No. 14/POJK.04/2022 dated 18 August 2022 concerning Submission of Periodic
Financial Reports of Issuers or Public Companies.
(3) Approved the change in the type of Company from Foreign Investment to Domestic Investment.
(3) Approved to rearrange all provisions in the Company's Articles of Association in connection with
the changes referred to in points (1), (2) and (3) above, the attachments of all the Articles of
Association as attached to the minutes of Notary deed.
(4) Approved to grant power and authority to the Company’s Directors with the right of substitution,
to take all necessary actions related to amendments to the Articles of Association in accordance
with the applicable laws and regulations, including rearranging all provisions of the Articles of
Association in the Notary Deed and managing receipt of notification marks and/or approval to the
Ministry of Law and Human Rights of the Republic of Indonesia in accordance with the applicable
laws and regulations.
Sidoarjo, 29 May 2024
The Directors of PT BISI International Tbk
Names mentioned 13 people and organisations named in the text · linked when the evidence is strong
unresolved
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Tjiu Thomas Effendy Vice
· President Commissioner
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person
Lie Suhanto Independent
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unresolved
person
Burhan Hidayat Independent
· Independent Commissioner
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unresolved
person
Sunardi The Fifth
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unresolved
org
Ministry of Law and Human Rights
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