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20240528_WIIM_Ringkasan Risalah//Risalah RUPS_31643456_lamp2.pdf
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NOTARY
GATOT WIDODO, S.E., S.H., M.Kn.
Jalan Cikampek No. 7 Menteng
Central Jakarta, Post Code 103110
Phone : 021-21238054, 0898 1392066
STATEMENT LETTER
Number : 6/Not/V/2024
Here the undersigned, I : GATOT WIDODO, Bachelor of
Economy, Bachelor of Laws, Master of Notary, a Notary
Public in Central Jakarta, hereby declared that:
PT WISMILAK INTI MAKMUR Tbk, domiciled in Surabaya City
(hereinafter referred to as Company) has held:
- Annual General Meeting of Shareholders, on:
Day/date : Monday, May 27, 2024
Venue : BP Jamsostek Building (Jamsostek Tower),
rd
the South Tower 23 Floor, jalan Jendral
Gatot Soebroto 38, Jakarta 12710, Indonesia
At : 10:20 to 11:02 WIB
Agenda :
1. Approval and ratification of the Company's Annual
Report for the 2023 fiscal year, including the
Company's Activity Report, the Board of
Commissioners' Supervisory Duties Report and the
Company's Financial Report for the 2023 fiscal year,
as well as granting full settlement and release of
responsibility (acquit et de charge) to the Board of
Directors and the Board Commissioner of the Company
for the management and supervision actions that have
been carried out in the 2023 fiscal year.
2. Determination of the use of the Company's Net Profit
for the 2023 fiscal year.
AFFIDAVIT
I, SOESILO, a Sworn Translator in the Republic of Indonesia, pursuant to the prevailing laws and
regulations in the Republic of Indonesia, hereby certify and declare, in accordance with my oath
of office, that this document is a true, faithful, and complete translation from Indonesian to English.
J a ka r ta , M a y 2 8, 2 0 24
S O E S I L O
D e c re e o f t h e M in is t e r o f L a w a n d H u m a n R ig h t s R . I .
N o . A H U -4 0 A H .0 3 .0 7 .2 0 2 2 ,
R e g . N o .I E 1 3 4 3 / S O E /2 8 / 5 / 2 4
J l . O t is ta I I I N o . 1 1 7 J a ka r ta 1 3 3 4 0
1
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NOTARY
GATOT WIDODO, S.E., S.H., M.Kn.
Jalan Cikampek No. 7 Menteng
Central Jakarta, Post Code 103110
Phone : 021-21238054, 0898 1392066
3. Appointment of the Company's Public Accountant
and/or Public Accounting Firm to audit the Company's
Financial Report for the 2024 fiscal year, and
granting authority to determine the honorarium for
the Public Accountant and/or Public Accounting Firm
and other requirements.
4. Determination of Remuneration for Members of the
Board of Directors and Honorarium for Members of the
Board of Commissioners of the Company.
5. Changes in the Composition of the Company's
Management.
6. Changes to Article 3 of the Company's Articles of
Association regarding purpose, objectives and
business activities, adapting to the 2020 Indonesian
Standard Industrial Classification (ISIC).
(hereinafter referred to as Meeting)
For the benefit of the Company, a deed of Minutes of the
Annual General Meeting of Shareholders was drawn up dated
27 May 2024, with number 5.
Attendance of members of the Company's Board of Directors
and Board of Commissioners:
Members of the Board of Directors and Board of
Commissioners who attended the Meeting:
Board of Directors
President Director : Mr. RONALD WALLA
Director : Mr. LUCAS FIRMAN DJAJANTO *)
Board of Commissioners
Independent Commissioner : Mr. EDY SUGITO
AFFIDAVIT
I, SOESILO, a Sworn Translator in the Republic of Indonesia, pursuant to the prevailing laws and
regulations in the Republic of Indonesia, hereby certify and declare, in accordance with my oath
of office, that this document is a true, faithful, and complete translation from Indonesian to English.
J a ka r ta , M a y 2 8, 2 0 24
S O E S I L O
D e c re e o f t h e M in is t e r o f L a w a n d H u m a n R ig h t s R . I .
N o . A H U -4 0 A H .0 3 .0 7 .2 0 2 2 ,
R e g . N o .I E 1 3 4 3 / S O E /2 8 / 5 / 2 4
J l . O t is ta I I I N o . 1 1 7 J a ka r ta 1 3 3 4 0
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NOTARY
GATOT WIDODO, S.E., S.H., M.Kn.
Jalan Cikampek No. 7 Menteng
Central Jakarta, Post Code 103110
Phone : 021-21238054, 0898 1392066
*) participate in the proceedings of the Meeting via the
eASY.KSEI Application Zoom Webinar.
Chairman of the Meeting:
The Meeting was chaired by Mr. EDY SUGITO, as the
Independent Commissioner of the Company.
Attendance of the Shareholders:
- The meeting was attended by shareholders and shareholders
proxies representing 1,570,173,860 shares or representing
75.643% of the 2,075,773,360 shares which constitute all
shares with valid voting rights that have been issued by
the Company after deducting the number of shares that have
been repurchased by Company.
Submission of Questions and/or Opinions:
- Shareholders and shareholder proxies were given the
opportunity to ask questions and/or opinions for each
agenda item of the Meeting, however no shareholders and
shareholder proxies asked questions and/or opinions.
Decision Making Mechanism:
- Decision making on all agenda items is carried out based
on deliberation to reach consensus, in the event that
deliberation to reach consensus is not reached, decision
making is carried out by voting.
AFFIDAVIT
I, SOESILO, a Sworn Translator in the Republic of Indonesia, pursuant to the prevailing laws and
regulations in the Republic of Indonesia, hereby certify and declare, in accordance with my oath
of office, that this document is a true, faithful, and complete translation from Indonesian to English.
J a ka r ta , M a y 2 8, 2 0 24
S O E S I L O
D e c re e o f t h e M in is t e r o f L a w a n d H u m a n R ig h t s R . I .
N o . A H U -4 0 A H .0 3 .0 7 .2 0 2 2 ,
R e g . N o .I E 1 3 4 3 / S O E /2 8 / 5 / 2 4
J l . O t is ta I I I N o . 1 1 7 J a ka r ta 1 3 3 4 0
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NOTARY
GATOT WIDODO, S.E., S.H., M.Kn.
Jalan Cikampek No. 7 Menteng
Central Jakarta, Post Code 103110
Phone : 021-21238054, 0898 1392066
Voting Results:
First Agenda:
- Number of blank/abstain votes : 508,900 votes
- Number of disagreeing votes : 1,250,000 votes
- Number of affirmative votes : 1,568,414,960 votes
- Thus, total of affirmative votes : 1,568,923,860 votes or
amounted of 99,920%,
or
more than 1/2 of the
total number of votes
legally cast at the
Meeting.
Second Agenda:
- Number of blank/abstain votes : 214,800 votes
- Number of disagreeing votes : 1,250,000 votes
- Number of affirmative votes : 1,568,709,060 votes
- Thus, total of affirmative votes : 1,568,923,860 votes or
amounted of 99,920%,
or more than 1/2 of
the total number of
votes legally cast at
the Meeting.
Third Agenda:
- Number of blank/abstain votes : 508,900 votes
- Number of disagreeing votes : 3,663,100 votes
- Number of affirmative votes : 1,566,001,860 votes
- Thus, total of affirmative votes : 1,566,510,760 votes or
amounted of 99,767%,
AFFIDAVIT
I, SOESILO, a Sworn Translator in the Republic of Indonesia, pursuant to the prevailing laws and
regulations in the Republic of Indonesia, hereby certify and declare, in accordance with my oath
of office, that this document is a true, faithful, and complete translation from Indonesian to English.
J a ka r ta , M a y 2 8, 2 0 24
S O E S I L O
D e c re e o f t h e M in is t e r o f L a w a n d H u m a n R ig h t s R . I .
N o . A H U -4 0 A H .0 3 .0 7 .2 0 2 2 ,
R e g . N o .I E 1 3 4 3 / S O E /2 8 / 5 / 2 4
J l . O t is ta I I I N o . 1 1 7 J a ka r ta 1 3 3 4 0
4
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NOTARY
GATOT WIDODO, S.E., S.H., M.Kn.
Jalan Cikampek No. 7 Menteng
Central Jakarta, Post Code 103110
Phone : 021-21238054, 0898 1392066
or more than 1/2 of
the total number of
votes legally cast at
the Meeting.
Fourth and Fifth Agenda:
- Number of blank/abstain votes : 214,800 votes
- Number of disagreeing votes : 3,663,100 votes
- Number of affirmative votes : 1,566,295,960 votes
- Thus, total of affirmative votes : 1,566,510,760 votes or
amounted of 99,767%,
or more than 1/2 of
the total number of
votes legally cast at
the Meeting.
Sixth Agenda:
- Number of blank/abstain votes : 214,800 votes
- Number of disagreeing votes : 3,663,100 votes
- Number of affirmative votes : 1,566,295,960 votes
- Thus, total of affirmative votes : 1,566,510,760 votes or
amounted of 99,767%,
or more than 2/3 of
the total number of
votes legally cast at
the Meeting.
Meeting Decision:
Decision of the First Agenda:
AFFIDAVIT
I, SOESILO, a Sworn Translator in the Republic of Indonesia, pursuant to the prevailing laws and
regulations in the Republic of Indonesia, hereby certify and declare, in accordance with my oath
of office, that this document is a true, faithful, and complete translation from Indonesian to English.
J a ka r ta , M a y 2 8, 2 0 24
S O E S I L O
D e c re e o f t h e M in is t e r o f L a w a n d H u m a n R ig h t s R . I .
N o . A H U -4 0 A H .0 3 .0 7 .2 0 2 2 ,
R e g . N o .I E 1 3 4 3 / S O E /2 8 / 5 / 2 4
J l . O t is ta I I I N o . 1 1 7 J a ka r ta 1 3 3 4 0
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NOTARY
GATOT WIDODO, S.E., S.H., M.Kn.
Jalan Cikampek No. 7 Menteng
Central Jakarta, Post Code 103110
Phone : 021-21238054, 0898 1392066
- Approved the Company's Annual Report for the 2023 fiscal
year and ratified the Company's Consolidated Financial
Report for the 2023 fiscal year which has been audited
by the Mirawati Sensi Idris Public Accounting Firm with
the opinion "presents fairly in all material respects"
as contained in the Independent Auditor's Report dated
March 27, 2024, as well as grant full release from
responsibility (acquit et de charge) to all members of
the Company's Board of Directors and Board of
Commissioners for the management and supervisory actions
they have carried out during the 2023 fiscal year, as
long as these actions are reflected in the Company's
Consolidated Financial Statements, except for acts of
embezzlement, fraud and other criminal acts.
Decision of the Second Agenda:
a. Approved the use of the Company's net profit
attributable to the owners of the parent entity for the
fiscal year ending December 31, 2023 amounting to IDR
494,312,833,186.00 (four hundred ninety-four billion
three hundred twelve million eight hundred thirty-three
thousand one hundred eight and twenty-six rupiah) as
follows:
i. An amount of IDR 107.1 (one hundred seven-point one
rupiah) per share is distributed as a final cash
dividend to the Company's shareholders;
ii. An amount of IDR 1,000,000,000.00 (one billion
rupiah) is set aside and recorded as a special
AFFIDAVIT
I, SOESILO, a Sworn Translator in the Republic of Indonesia, pursuant to the prevailing laws and
regulations in the Republic of Indonesia, hereby certify and declare, in accordance with my oath
of office, that this document is a true, faithful, and complete translation from Indonesian to English.
J a ka r ta , M a y 2 8, 2 0 24
S O E S I L O
D e c re e o f t h e M in is t e r o f L a w a n d H u m a n R ig h t s R . I .
N o . A H U -4 0 A H .0 3 .0 7 .2 0 2 2 ,
R e g . N o .I E 1 3 4 3 / S O E /2 8 / 5 / 2 4
J l . O t is ta I I I N o . 1 1 7 J a ka r ta 1 3 3 4 0
6
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NOTARY
GATOT WIDODO, S.E., S.H., M.Kn.
Jalan Cikampek No. 7 Menteng
Central Jakarta, Post Code 103110
Phone : 021-21238054, 0898 1392066
reserve in accordance with Article 70 of Law Number
40 of 2007 concerning Limited Liability Companies;
iii. The remainder is recorded as the Company's retained
earnings whose use has not been determined.
b. Give authority to the Company's Board of Directors to
carry out the distribution of cash dividends and to take
all necessary actions. Cash dividend payments will be
made by taking into account tax provisions, the
Indonesian Stock Exchange and applicable capital market
regulations.
Decision of the Third Agenda:
a. Approved to delegate the authority to appoint Public
Accountants and/or Public Accounting Firms who will
audit the Company's Financial Report for the 2024 fiscal
year to the Board of Commissioners by taking into
account the Audit Committee's recommendations regarding
the selection of Public Accountants and/or Public
Accounting Firms. This delegation was taken considering
that until this Meeting was held, the process of
selecting a Public Accountant and/or Public Accounting
Firm was still being carried out. The process for
selecting the Company's Public Accountant and/or Public
Accounting Firm will be based on criteria, including:
I. Registered with the Financial Services Authority;
II. Have competence and experience in providing
financial report audit services for public
AFFIDAVIT
I, SOESILO, a Sworn Translator in the Republic of Indonesia, pursuant to the prevailing laws and
regulations in the Republic of Indonesia, hereby certify and declare, in accordance with my oath
of office, that this document is a true, faithful, and complete translation from Indonesian to English.
J a ka r ta , M a y 2 8, 2 0 24
S O E S I L O
D e c re e o f t h e M in is t e r o f L a w a n d H u m a n R ig h t s R . I .
N o . A H U -4 0 A H .0 3 .0 7 .2 0 2 2 ,
R e g . N o .I E 1 3 4 3 / S O E /2 8 / 5 / 2 4
J l . O t is ta I I I N o . 1 1 7 J a ka r ta 1 3 3 4 0
7
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NOTARY
GATOT WIDODO, S.E., S.H., M.Kn.
Jalan Cikampek No. 7 Menteng
Central Jakarta, Post Code 103110
Phone : 021-21238054, 0898 1392066
companies operating in the Manufacturing and
Distribution Industry, as well as understanding the
complexity of the Company's business;
III. Independent towards the Company group.
b. Grant power and authority to the Company's Board of
Commissioners to determine the amount of honorarium and
other requirements in connection with the appointment of
the Public Accountant and/or Public Accounting Firm by
taking into account the recommendations of the Audit
Committee.
c. In the event that the appointed Public Accountant and/or
Public Accounting Firm for some reason is unable to
carry out their duties, the Board of Commissioners is
authorized to appoint a replacement Public Accountant
and/or Public Accounting Firm who has competence and
experience in the Company's business and is registered
with the Financial Services Authority.
Decision of the Fourth Agenda:
a. Grant power to the Company's Board of Commissioners to
stipulate and determine remuneration and other
facilities for members of the Company's Board of
Directors for the 2024 fiscal year and;
b. Stipulate and determine the honorarium for members of
the Company's Board of Commissioners at a maximum of IDR
6,300,000,000.00 (six billion three hundred million
rupiah) for the 2024 fiscal year.
AFFIDAVIT
I, SOESILO, a Sworn Translator in the Republic of Indonesia, pursuant to the prevailing laws and
regulations in the Republic of Indonesia, hereby certify and declare, in accordance with my oath
of office, that this document is a true, faithful, and complete translation from Indonesian to English.
J a ka r ta , M a y 2 8, 2 0 24
S O E S I L O
D e c re e o f t h e M in is t e r o f L a w a n d H u m a n R ig h t s R . I .
N o . A H U -4 0 A H .0 3 .0 7 .2 0 2 2 ,
R e g . N o .I E 1 3 4 3 / S O E /2 8 / 5 / 2 4
J l . O t is ta I I I N o . 1 1 7 J a ka r ta 1 3 3 4 0
8
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NOTARY
GATOT WIDODO, S.E., S.H., M.Kn.
Jalan Cikampek No. 7 Menteng
Central Jakarta, Post Code 103110
Phone : 021-21238054, 0898 1392066
Decision of the Fifth Agenda:
a. Determine the composition of the members of the
Company's Board of Directors and Board of Commissioners
starting from the closing of this Meeting until the
closing of the Company's Annual General Meeting of
Shareholders in 2027 (two thousand twenty-seven) as
follows:
Board of Directors
President Directors : Mr. RONALD WALLA;
Director : Mr. Engineer KRISNA
TANIMIHARDJA;
Director : Mr. SUGITO WINARKO,
Engineer;
Director : Mr. LUCAS FIRMAN DJAJANTO;
Board of Commissioners
Managing Commissioner : Mrs. INDAHTATI WIDJAJADI;
Commissioner : Mr. STEPHEN WALLA;
Independent Commissioner : Mr. EDY SUGITO
Independent Commissioner : Mr. DANIEL SUTRIO DARMADI
b. Grant authority and power to the Company's Board of
Directors, with the right of substitution, to
express/state decisions regarding the composition of the
Board of Directors and Board of Commissioners in a deed
made before a Notary, and to subsequently notify the
competent authorities, as well as carry out all and
every necessary action in connection with the decision
in accordance with applicable laws and regulations.
AFFIDAVIT
I, SOESILO, a Sworn Translator in the Republic of Indonesia, pursuant to the prevailing laws and
regulations in the Republic of Indonesia, hereby certify and declare, in accordance with my oath
of office, that this document is a true, faithful, and complete translation from Indonesian to English.
J a ka r ta , M a y 2 8, 2 0 24
S O E S I L O
D e c re e o f t h e M in is t e r o f L a w a n d H u m a n R ig h t s R . I .
N o . A H U -4 0 A H .0 3 .0 7 .2 0 2 2 ,
R e g . N o .I E 1 3 4 3 / S O E /2 8 / 5 / 2 4
J l . O t is ta I I I N o . 1 1 7 J a ka r ta 1 3 3 4 0
9
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NOTARY
GATOT WIDODO, S.E., S.H., M.Kn.
Jalan Cikampek No. 7 Menteng
Central Jakarta, Post Code 103110
Phone : 021-21238054, 0898 1392066
Decision of Sixth Agenda:
a. Approve and amend Article 3 of the Company's Articles of
Association regarding the purpose, objectives and
business activities of the Company, in order to adapt to
the 2020 Indonesian Standard Industrial Classification
(ISIC) including changes or updates thereto or other
provisions as determined by the competent authority, as
conveyed at the Meeting;
b. Grant authority and power to the Company's Board of
Directors, with the right of substitution, to carry out
any and all necessary actions in connection with the
decision, including but not limited to stating/putting
down the decision in deeds made before a Notary, to
change, adjust and/or redraw the provisions of Article 3
of the Company's Articles of Association at a later date
in accordance with the 2020 (two thousand and twenty)
Indonesian Standard Industrial Classification including
changes or updates (if any) and other provisions as
determined by the competent authority, as required by
and in accordance with applicable statutory provisions,
then to submit a request for approval and/or submit
notification of the decisions of this Meeting and/or
changes to the Company's Articles of Association in the
resolutions of this Meeting to the competent authority,
as well as carry out all and any necessary actions in
accordance with the statutory regulations applicable.
AFFIDAVIT
I, SOESILO, a Sworn Translator in the Republic of Indonesia, pursuant to the prevailing laws and
regulations in the Republic of Indonesia, hereby certify and declare, in accordance with my oath
of office, that this document is a true, faithful, and complete translation from Indonesian to English.
J a ka r ta , M a y 2 8, 2 0 24
S O E S I L O
D e c re e o f t h e M in is t e r o f L a w a n d H u m a n R ig h t s R . I .
N o . A H U -4 0 A H .0 3 .0 7 .2 0 2 2 ,
R e g . N o .I E 1 3 4 3 / S O E /2 8 / 5 / 2 4
J l . O t is ta I I I N o . 1 1 7 J a ka r ta 1 3 3 4 0
10
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NOTARY
GATOT WIDODO, S.E., S.H., M.Kn.
Jalan Cikampek No. 7 Menteng
Central Jakarta, Post Code 103110
Phone : 021-21238054, 0898 1392066
Thus, this Statement Letter is made to be used wherever
necessary.
Jakarta, May 27, 2024
Notary in Central Jakarta,
[Sealed & signed]
GATOT WIDODO, S.E., S.H., M.Kn.
AFFIDAVIT
I, SOESILO, a Sworn Translator in the Republic of Indonesia, pursuant to the prevailing laws and
regulations in the Republic of Indonesia, hereby certify and declare, in accordance with my oath
of office, that this document is a true, faithful, and complete translation from Indonesian to English.
J a ka r ta , M a y 2 8, 2 0 24
S O E S I L O
D e c re e o f t h e M in is t e r o f L a w a n d H u m a n R ig h t s R . I .
N o . A H U -4 0 A H .0 3 .0 7 .2 0 2 2 ,
R e g . N o .I E 1 3 4 3 / S O E /2 8 / 5 / 2 4
J l . O t is ta I I I N o . 1 1 7 J a ka r ta 1 3 3 4 0
11
Names mentioned 13 people and organisations named in the text · linked when the evidence is strong
unresolved
person
NOTARY GATOT WIDODO
p.5 ×24
unresolved
person
LUCAS FIRMAN DJAJANTO
p.6 ×2
unresolved
person
EDY SUGITO AFFIDAVIT I
· Commissioner
p.6 ×4
unresolved
org
Financial Services Authority
p.11 ×2
unresolved
person
Engineer KRISNA TANIMIHARDJA
p.13
unresolved
person
EDY SUGITO Independent
p.13
unresolved
person
DANIEL SUTRIO DARMADI
· Commissioner
p.13
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12 Sep 2026 23:03
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