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20240528_WSKT_Ringkasan Risalah//Risalah RUPS_31643484_lamp3.pdf
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Page 1
MINUTES OF MEETING
THE GENERAL MEETING OF SHAREHOLDERS' YEARBOOK OF 2023
PT WASKITA KARYA (PERSERO) Tbk
The Board of Directors of PT Waskita Karya (Persero) Tbk (hereinafter referred to as the
“Company”) hereby notify the shareholders of the Company that the Company has held The
General Meeting of Shareholders’ Yearbook of 2023 (hereinafter referred to as “Meeting”) as
follows:
A. On:
Day/Date : Wednesday, May 22nd, 2024
Time : From 03:40 P.M until 05:01 P.M Western Indonesia Time
Venue : Waskita Heritage Building, 11th floor Jl MT Haryono No. 10 RT 11 RW 11
Cipinang Cempedak, Jatinegara, East Jakarta, Jakarta 13340.
With the following agendas:
1. Approval of the Annual Report, Ratification of the Company's Consolidated Financial Statements,
Approval of the Board's Oversight Task Report, and Ratification of the Financial Statements of
the Micro and Small Business Financing Program (PUMK) for Fiscal Year 2023, along with
Settlement and Complete Release (volledig acquit et de charge) of Responsibilities to the Board
of Directors for Corporate Management Actions and to the Board of Commissioners for
Corporate Oversight Actions Carried Out During Fiscal Year 2023
2. Appointment of a Public Accounting Firm to conduct Audit of the Company's Consolidated
Financial Statements Micro and Small Business Financing Program (PUMK) Reports for the Fiscal
Year 2024.
3. Determination of Salaries/Honorariums including Facilities and Allowances for the Board of
Directors and Board of Commissioners of the Company for the Fiscal Year 2024, as well as
Bonuses/Performance Incentives/Special Incentives for the Board of Directors and Board of
Commissioners of the Company for Performance in Fiscal Year 2023.
4. Report on the Use of Proceeds from Capital Injection through Limited Public Offering II with
Pre-emptive Rights 2021.
5. Report on the Use of Proceeds from Public Offering of Bonds IV and Mudharabah Sukuk I
Waskita Karya in 2022.
6. Changes of the Compositions of the Company’s Management.
B. The Company’s members of the Board of Commissioners and the Board of Directors, who are
present at the Meeting are as follows:
Board of Commissioners:
a. President/Independent Commisioner : Heru Winarko
b. Independent Commissioner : Muhamad Salim
c. Independent Commissioner : Muradi
d. Independent Commissioner : Addin Jauharudin
e. Commissioner : Dedi Syarif Usman
f. Commissioner : T. Iskandar
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Board of Directors:
a. President Director : Muhammad Hanugroho
b. Director of Finance : Wiwi Suprihatno
c. Director of Business Development : Rudi Purnomo
d. Director of Human Capital Management, System : Ratna Ningrum
Development & Legal
e. Director of Operation I dan Quality, : I Ketut Pasek Senjaya Putra
Safety, Health dan Environment
f. Director of Operation II : Dhetik Ariyanto
C. The Meeting was attended by 22.821.869.491 shareholders including Series A Dwiwarna
share, which have valid voting rights or equal to approximately 79,2238775% of total shares
with valid voting rights issued by the Company.
D. In the Meeting, the opportunity is given to ask questions and/or give opinions related to
each Meeting’s agenda.
E. - During the First Meeting Agenda, there was 1 response from the Series A Dwiwarna
Shareholder and 4 questions from the Series B shareholders, which were addressed by
the President Director. Meanwhile, 3 other questions, in accordance with the Meeting
Rules, state that "The Chairman of the Meeting will read 1 (one) question and/or opinion
that has been submitted, which will then be answered or responded to by the Chairman
of the Meeting or a person appointed by the Chairman of the Meeting. For other questions
(if any) that are not read by the Chairman of the Meeting, they will be answered in writing
no later than 3 (three) working days after the Meeting."
- During the Second Meeting Agenda, there was 1 response from a Series B shareholder,
but it was not relevant.
F. The mechanism of resolution-making during the Meeting was as follows:
• According to Article 25 paragraph (15) of the Company's Articles of Association,
resolution-making during the Meeting was made by deliberation to reach a consensus
under Article 28 of Financial Services Authority Regulation No. 15/POJK.04/2020
concerning the planning and implementation of the public company shareholder
general meeting, an electronic proxy can be given through eASY.KSEI, therefore
resolution-making during the Meeting was made through voting.
• If the shareholders with valid voting rights wish to abstain (not giving any vote) during
the Meeting, thus said shareholder is considered to vote the same with the majority of
shareholders’ vote.
G. Voting and percentage of Meeting resolutions from all shares with voting rights who present at
the Meeting are:
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Total Approve
Agenda Approve Against Abstain
Votes
1st Agenda 22.758.266.073 205.964 votes 63.397.454 votes 22.821.663.527
votes or or or approximately votes or
approximately approximately 0,27% approximately
99,72% 0,00% 99,99%
2nd Agenda 22.729.591.309 40.895.262 51.382.920 votes 22.780.974.229
votes or votes or or approximately votes or
approximately approximately 0,22% approximately
99,59% 0,17% 99,82%
3rd Agenda 22.767.489.807 2.988.764 votes 51.390.920 votes 22.818.880.727
votes or or or approximately votes or
approximately approximately 0,22% approximately
99,76% 0,01% 99,98%
4th Agenda The 4th Agenda is considered as Reporting. Therefore, no decision is
made. The Meeting received a report on the Report on the Use of
Proceeds from Capital Injection through Limited Public Offering II with
Pre-emptive Rights 2021.
5th Agenda The 5th Agenda is considered as Reporting. Therefore, no decision is made.
The Meeting received a report on the Report on the Use of Proceeds from
Public Offering of Bonds IV and Mudharabah Sukuk I Waskita Karya in
2022.
6th Agenda 21.754.672.599 1.277.182.919 183.900 votes or 21.754.856.499
votes or votes or approximately votes or
approximately approximately 0,00% approximately
94,45% 5,72% 94,45%
H. The Meeting resolutions are as follows:
The First Agenda:
1. Approve the Company's Annual Report including Approval of the Board's Oversight Task
Report, and the Financial Statements of the Micro and Small Business Financing Program
(PUMK) for Fiscal Year 2023, as well as ratify the Company's Consolidated Financial Report
for the 2023 Fiscal Year, which has been audited by the Public Accounting Firm (KAP)
HERTANTO, GRACE, KARUNAWAN in accordance with the Independent Auditor's Report
Number: 00092/2.1000/AU.1/03/0912-2/1/III/2024 dated March, 27th 2024 with the
opinion "Fair, in all material respects, the financial position of the Group as of December
31st 2023, as well as the consolidated financial performance and consolidated cash flow for
the year ended on that date, in accordance with Financial Accounting Standards in
Indonesia", as well as providing repayment and release of responsibility (volledig acquit et
de charge) to the Company's Directors and Board of Commissioners for management and
supervision actions Companies that have been carried out in the Fiscal Year ending on 31
December, 31st 2023 as long as the actions that not constitute criminal acts and/or violate
applicable statutory provisions and legal procedures, are reflected in the Company's report
books, and not cause losses to the Company and Subsidiary entity.
2. The Board of Directors and the Board of Commissioners are requested to thoroughly resolve
the matters that have caused the recording of losses in the Company’s Consolidated
Financial Statements for the Fiscal Year 2023 and consistently carry out their duties and
functions carefully and diligently to optimize all resources owned by the PT Waskita Karya
(Persero) Tbk Group in order to complete the company restructuring, improve and enhance
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performance, and ensure the financial health of the PT Waskita Karya (Persero) Tbk Group,
to maintain the continuity of the Group's business.
3. To approve the Financial Report of the Micro and Small Business Funding Program for the
Fiscal Year 2023 ending on December 31, 2023, which is part of the Annual Report of the
Social and Environmental Responsibility Program (TJSL), as audited by the Public
Accounting Firm (KAP) HERTANTO, GRACE, KARUNAWAN in accordance with the
Independent Auditor's Report Number: 00014/2.1000/TJSL/03/0912/1/III/2024 dated
March 27th, 2024, with the opinion "fair, in all material respects, the financial position of the
Company as of December 31st, 2023, and its activities and cash flows for the year ended
on that date, in accordance with the Financial Accounting Standards for Non-Publicly
Accountable Entities in Indonesia," and to grant full settlement and discharge of
responsibilities (volledig acquit et de charge) to the Board of Directors and the Board of
Commissioners of the Company for the management and supervision actions of the Micro
and Small Business Funding Program ending on December 31st, 2023, as long as such
actions are not criminal acts and/or do not violate the prevailing laws and regulations and
legal procedures, and are reflected in the Company's report books.
The Second Agenda:
1. To appoint the Public Accounting Firm (KAP) HELIANTONO & REKAN (Parker Russell
International) to conduct an audit of the Company's Consolidated Financial Statements for
the Fiscal Year 2024, the Report on the Implementation of the Social and Environmental
Responsibility Program, and the Financial Statements of the Micro and Small Business
Funding Program (PUMK) for the Fiscal Year 2024.
2. To delegate authority to the Board of Commissioners to determine the amount of audit
service fees, add/adjust other scopes aside from the aforementioned decisions, including
the appointment of the Public Accountant, and other reasonable appointment requirements
for the said Public Accounting Firm.
3. To grant authority and power to the Board of Commissioners, after obtaining prior written
approval from the Series A Dwiwarna Shareholder, to appoint a Replacement Public
Accounting Firm in the event that KAP HELIANTONO & REKAN (Parker Russell
International), for any reason, is unable to complete the audit of the Company's
Consolidated Financial Statements and the Report on the Implementation of the Social and
Environmental Responsibility Program, as well as the Financial Statements of the Micro and
Small Business Funding Program (PUMK) for the Fiscal Year 2024, including determining
the amount of audit service fees and other requirements for the Replacement Public
Accounting Firm.
The Third Agenda:
1. To grant authority and power to the Series A Dwiwarna Shareholder to determine the
amount of tantiem/performance incentives/special incentives for the Fiscal Year 2023, as
well as to determine the honorarium, allowances, and facilities for the members of the
Board of Commissioners for the year 2024.
2. To grant authority and power to the Board of Commissioners, after obtaining prior written
approval from the Series A Dwiwarna Shareholder, to determine the amount of
tantiem/performance incentives/special incentives for the Fiscal Year 2023, as well as to
determine the salaries, allowances, and facilities for the Directors for the year 2024.
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The Fourth Agenda:
The 4th Agenda is considered as Reporting. Therefore, no decision is made. The Meeting
received a report on Report on the Use of Proceeds from Capital Injection through Limited
Public Offering II with Pre-emptive Rights 2021.
The Fifth Agenda:
The 5th Agenda is considered as Reporting. Therefore, no decision is made. The Meeting
received a report on the Report on the Use of Proceeds from Public Offering of Bonds IV and
Mudharabah Sukuk I Waskita Karya in 2022.
The Sixth Agenda:
Due to Changes in Management of PT Waskita Karya (Persero) Tbk and regarding to the
provisions of the Articles of Association of PT Waskita Karya (Persero), Tbk ”Company”, as
holders of Series A Dwiwarna Share, we hereby suggest to the Company's GMS to make changes
to the Company's Management as follows:
1. To honorably dismiss the following individuals from their positions as Company
Management:
a. Mr. I KETUT PASEK SENJAYA PUTRA as Director of Operations I and Quality, Safety,
Health & Environment;
b. Ms. RATNA NINGRUM as Director of Human Capital Management, System Development,
and Legal;
who were appointed respectively based on the Annual GMS Decision for the Fiscal Year
2020 dated April 16, 2021, as well as the Annual GMS Decision for the Fiscal Year 2021
dated June 16, 2022, and the Annual GMS Decision for the Fiscal Year 2022 dated May 25th,
2023, effective as of the closing of this GMS, with gratitude for their contributions of effort
and thought during their tenure as Company Management.
2. To change the nomenclature of the positions of the Company's Directors as follows:
1) From Director of Human Capital Management, System Development, and Legal to
Director of Risk Management, Legal, and Quality, Safety, Health & Environment;
2) From Director of Business Development to Director of Business Strategic, Portfolio, and
Human Capital;
3) From Director of Operations I and Quality, Safety, Health & Environment to Director of
Operations I.
To reassign Mr. RUDI PURNOMO from his previous position as Director of Business
Development to Director of Business Strategic, Portfolio, and Human Capital, who was
appointed based on the Extraordinary GMS Decision of 2023 dated February 14, 2023,
with the term of office continuing the remaining term based on the GMS that appointed
him.
3. To appoint the following individuals as Company Management:
a. Mr. ANTON RIJANTO as Director of Risk Management, Legal, and Quality, Safety, Health
& Environment;
b. Mr. ARI ASMOKO as Director of Operations I;
4. The term of office of the appointed members of the Board of Directors and Board of
Commissioners as referred to in number 4, in accordance with the provisions of the
Company's Articles of Association, taking into account the laws and regulations in the Capital
Market sector and without prejudice to the right of the GMS to dismiss them at any time.
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5. With the confirmation of dismissal, transfer of duties, and appointment of members of the
Board of Directors and Board of Commissioners as referred to in number 1, number 2,
number 3 and number 4, the membership composition of the Company's Board of Directors
and Board of Commissioners is as follows:
Board of Directors:
1) President Director : Muhammad Hanugroho
2) Director of Finance : Wiwi Suprihatno
3) Director of Risk Management, Legal, and Quality, : Anton Rijanto
Safety, Health & Environment
4) Director of Business Strategic, Portofolio, dan : Rudi Purnomo
Human Capital
5) Director of Operation I : Ari Asmoko
6) Director of Operation III : Dhetik Ariyanto
Board of Commissioners:
President Commissioner serving as Independent
a. : Heru Winarko
Commissioner
b. Independent Commissioner : Muhamad Salim
c. Independent Commissioner : Muradi
d. Independent Commissioner : Addin Jauharudin
e. Commissioner : Dedi Syarif Usman
f. Commissioner : T. Iskandar
6. Board of Directors and Board of Commissioners who appointed based on point 4 who are
still serving in other positions which prohibited by laws and regulations from concurrently
serving as members of the Board of Directors or Board of Commissioners of a State-Owned
Enterprise, then the person concerned must resign or be dismissed from his/her position.
7. To granted power of attorney with substitution rights to the Board of Directors of the
Company to declare what was decided by this GMS in the form of a notarial deed and to
appear before the Notary or the authorized official, and make necessary adjustments or
improvements if required by the competent authorities for the purposes of implementing
the contents of the meeting decisions.
Jakarta, May 28th, 2024
The Board of Directors
PT Waskita Karya (Persero) Tbk
Names mentioned 16 people and organisations named in the text · linked when the evidence is strong
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Financial Services Authority
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HELIANTONO & REKAN
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HELIANTONO
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