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20240528_JECC_Ringkasan Risalah//Risalah RUPS_31643059_lamp2.pdf

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                               PT JEMBO CABLE COMPANY, Tbk
                                       (“COMPANY”)

                              HAVING ITS DOMICILE IN TANGERANG

                         THE SUMMARY OF MINUTES OF
                 THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
                                    AND
             THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

The Company Board of Directors hereby informs shareholders that the Company has held an Annual
General Meeting of Shareholders ("AGMS") and Extraordinary General Meeting Of Shareholders
(“EGMS”) as follows:

A. DAY/TIME, VENUE, AND AGENDA OF THE MEETING

        Day/date          :    Wednesday, May 22, 2024
        Time              :    10:22 a.m. WIB – 11:33 a.m. WIB
        Place             :    Mega Glodok Kemayoran
                               Office Tower B Lantai 6
                               Jl. Angkasa Kav. B-6 Kemayoran
                               Jakarta Pusat 10610

    The meeting was held based on Financial Services Authority Regulation Number
    15/POJK.04/2020 on the Schedule and Implementation of General Meeting of Shareholders of
    Public Company and Financial Services Authority Regulation Number 16/POJK.04/2020 on the
    Implementation of Electronically Public Company General Meetings of Shareholders using
    eASY.KSEI as the provider of the e-RUPS system.

    The Agenda :

    AGMS:

    1. Approval and adoption of the Company Annual Report for the 2023 financial year including the
       Management Report, the Board of Commissioners Supervisory Duties Report, and the
       Financial Statement for the 2023 financial year and to provide full release and discharge
       (acquit et de charge) to the Board of Directors and Board of Commissioners of the Company
       for the management and supervision that have been carried out during the 2023 financial year;
    2. Resolution on the allocation of Company’s Profit for fiscal year of 2023;
    3. Appointment of Public Accountant for fiscal year of 2024;
    4. Determination of salaries and/or allowances for members of the Board of Directors and
       honoraria and/or allowances for member of the Board of Commissioners of the Company.

    Explanation of the Agenda :
    Point 1 to 4 of the agenda of AGMS are substantially regular events and are mandatorily required
    to be presented in the Company’s AGMS.


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   EGMS :

   The Approval of the Company's Shareholders regarding the Company's Plan to conduct a Stock Split of
   the Company.

   Explanation of the Agenda :
   The Agenda of EGMS implemented due to the Company's plan to conduct a Stock Split in accordance
   with POJK No. 15/POJK.04/2022 concerning Stock Splits and Mergers by Public Companies Article 3
   Public Companies conducting Stock Splits and Mergers must first obtained GMS approval.

B. BOARDS OF COMMISSIONERS AND BOARD OF DIRECTOR MEMBERS PRESENT AT THE
   MEETING

    Board Of Commissioners:
    President Commissioner                  :     Santoso
    Commissioner                            :     Tommy Wijaya
    Independent Commissioner                :     Drs. Agus Kristiyono, AKT, MBA

    Board of Commissioners
    President Director                      :     Mary Ang Santoso
    Director                                :     Drs. Antonius Benady
    Director                                :     Jimmy Wijaya Joeng
    Director                                :     Ignatius Nugraha Widiyanta
    Director                                :     Bambang Pramadi Pramusinto



C. MEETING QUORUM:

  AGMS
  Point 1 to 4 of the agenda of AGMS based on the provisions of Article 21 clause 4 point a, of the
  Company’s Articles of Association of the Company, in conjunction with Article 41 clause 1 letter a
  in POJK Number 15/POJK.04/2020, the meeting may be held if more than ½ (one-half) of the total
  number of shares having valid voting rights are present or represented at the GMS and resolutions
  are valid and binding if approved by more than ½ (one-half) of all shares with valid voting rights
  present or represented in the AGMS.
  AGMS was attended and/or represented by 136.756.700 shares or representing 90,45% out of
  151,200,000 shares, constituting the number of shares having legal voting rights issued by the
  Company up to the day of AGMS, and therefore and therefore the AGMS is valid and has rights and
  authority to discuss and make valid and binding decisions in relation to all AGMS Agenda.


  EGMS
  The EGMS Agenda applies the provisions of Article 21 paragraph 5.a of the Company's Articles of
  Association juncto Article 88 paragraph 1 of the Limited Liability Company Law juncto Article 42 of
  the Financial Services Authority Regulation Number 15/POJK.04 /2020, which requires that the
  EGM is valid if attended and/or represented by at least ⅔ (two-thirds) of the total number of shares
  with valid voting rights present or represented in the EGM and resolutions are valid and binding if
  approved by more than ⅔ (two-thirds) of the total number of shares with valid voting rights present
  or represented in the EGMS.


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  EGMS was attended and/or represented by 136.780.640 shares or representing 90,46% out of
  151,200,000 shares, constituting the number of shares having legal voting rights issued by the
  Company up to the day of EGMS, and therefore and therefore the EGMS is valid and has rights and
  authority to discuss and make valid and binding decisions in relation to all EGMS Agenda.


D. RESOLUTION ADOPTION MECHANISM

  According to the provisions of Article 40 POJK Number 15/POJK.04/2020 and Article 87 of Law of
  Limited Liability Companies, as well as the Meeting Rules stated earlier that the Meeting resolutions
  shall be adopted under deliberation to reach a consensus. In the event that a resolution adopted
  under deliberation to reach a consensus fails to achieve, such resolution shall be adopted by voting
  with due observance of the provisions on presence quorum and meeting resolution quorum. In the
  event that shareholders or their representatives who are present and have lawful voting rights to
  cast abstain votes at the meeting, the shareholders or their representatives are deemed to have cast
  the same vote as the majority of the voting shareholders.

E. PROCEDURES FOR EXERCISING SHAREHOLDER RIGHTS TO INQUIRY/OR SHARE
   OPINIONS

   Shareholders or their representatives reserve the right to share opinions and/or inquiries
    according to the agenda of the meeting.
   The Chairperson of the Meeting is entitled to determine/reject inquiries that according to the
    Chairperson of the Meeting are not directly related to the meeting agenda under discussion (will
    not be responded to).

F. MEETING RESOLUTIONS:

  AGMS

  I.    First and Second Agenda:
         There was 1 Shareholder based on the physical presence who asked questions, namely
           ANDRY ANSJORI as the owner and holder of 5,500 shares.
         The number of “affirmative” votes either on a physical basis or an electronic basis through
           the eASY.KSEI system was 136.756.700 shares or 100% of all votes legally cast for the First
           Agenda of the Meeting.
         The Resolution by deliberation to reach a consensus resolved the following:
           Approved and ratified the Company's Annual Report for the 2023 Financial Year,
           including Reports of the Company's Performance, the Board of Commissioners’
           Supervisory Duties, and the 2023 Financial Statements, which were audited by the
           Kanaka Puradiredja Suhartono Public Accounting Firm under their report Number:
           00105/2.0752/AU.1/04/0209-2/1/III/2024 dated March 27, 2024, with the
           opinion that "The attached Consolidated Financial Statements presented fairly, in
           all material respects", and awarded a full release and discharge (acquit et de charge)
           to members of the Company’s Boards of Directors and Board of Commissioners for



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         the management and supervision performed during the 2023 Financial Year, to the
         extent that those actions were reflected in the Company's Financial Statements.

II.   Second Agenda:
       The presence of shareholders and/or shareholder representatives either on a physical
        presence or on an electronic basis via the eASY.KSEI system didn’t have any questions
        and/or responses.
       The number of “affirmative” votes either on a physical basis or an electronic basis through
        the eASY.KSEI system was 136.756.700 shares or 100% of all votes legally cast for the
        Second Agenda of the Meeting.
       The Resolution by deliberation to reach a consensus resolved the following:
        Resolved the appropriation of the following Net Profits for the 2023 Financial Year
        an amount IDR 64.390.000.000 as follow:
        1. An amount of IDR 37.800.000.000 was distributed as cash dividends to
           shareholders, which was paid at IDR 250 per share for the 151,200,000 shares the
           Company issued.
           The followings are the schedule and Procedures for Distributing Dividends:
            a. Schedule for Cash Dividend Payment
                   AGMS                                              Wednesday, May 22, 2024
                   Cum Dividend for trading in the Regular Market Monday, June 3, 2024
                   and Negotiation Market
                   Ex Dividends for trading in the Regular Market Tuesday, June 4, 2024
                   and Negotiation Market
                   Cum Dividend for trading in the Cash Market       Wednesday, June 5, 2024
                   Ex. Dividends for trading in the Cash Market      Thursday, June 6, 2024
                   Recording date entitled for dividends             Wednesday, June 5, 2024
                   Distribution of Cash Dividends                    Friday, June 21, 2024

             b. Dividend Payment Procedures
                1. This notice is an official notice from the Company and the Company does not
                   issue a special notice to the shareholders of the Company.
                2. Cash dividends will be distributed to the Company's shareholders whose names
                   are registered in the Recording Date on June 5, 2024, and/or the Company's
                   shareholders in the securities sub-account at PT Kustodian Sentral Efek
                   Indonesia ("KSEI") at the trading closing on June 5, 2024.
                3. For shareholders whose shares are registered in collective custody at KSEI,
                   dividend payments will be made according to the schedule referred to above by
                   a book entry through KSEI, and then KSEI will distribute them to the Customer
                   Fund Account (RDN) at the Securities Company/Custodian Bank where the
                   Shareholders open an Account.
                4. For shareholders whose shares are not in KSEI's collective custody ("Scrip
                   Shares"), dividend payments can be claimed at the Company's Office, Mega
                   Glodok Kemayoran Office Tower B, 6th Floor, Jalan Angkasa Kav. B - 6, Kota Baru
                   Bandar Kemayoran, Central Jakarta, at the cashier's counter during business
                   days from Monday through Friday at 09:00 a.m. – 4:00 p.m. by showing original
                   and valid copies of share ownership and identity evidence.


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                 5. Scrip Shareholders who want dividend payments to be made via transfer to
                    their Bank account, the minimum net dividend is IDR 100,000 and shall give
                    notice of their bank name and Account in writing within no later than June 5,
                    2024, and such notice shall be addressed to the Company’s Securities
                    Administration Bureau Number in writing rate Securities, PT. Datindo
                    Entrycom ("DATINDO"), Jalan Hayam Wuruk No. 28, Jakarta 10120.
                 6. Such dividend payments will be subject to income tax according to the
                    applicable tax regulations.
           2. A total of IDR 3.219.500.000 will be appropriated for Tantiem for Boards of
              Directors & Board of Commissioners.
           3. An amount of IDR 2.500.000.000 will be appropriated for the Reserve Fund.
           4. The remaining IDR 20.870.500.000 will be recorded as Retained Earnings.

III.   Third Agenda:
        The presence of shareholders and/or shareholder representatives either on a physical
         presence or on an electronic basis via the eASY.KSEI system didn’t have any questions
         and/or responses.
        The number of “affirmative” votes either on a physical basis or an electronic basis through
         the eASY.KSEI system was 136.756.700 shares or 100% of all votes legally cast for the
         Third Agenda of the Meeting.
        The Resolution by deliberation to reach a consensus resolved the following:
         To delegate the power and authority to the Company's Board of Commissioners with
         due regard to the audit committee's recommendation, to appoint a Public
         Accountant and/or Public Accounting Firm registered with the Financial Services
         Authority, which will audit the Company's Financial Statements for the 2024
         Financial Year, including appointing a Public Accountant and/or substitute Public
         Accountant Firm in the case of the appointed Public Accountant and/or Public
         Accountant Firm fail, for any reason, to complete the audit of the Company's
         Financial Statements for the 2024 Financial Year, and determine the honorarium for
         the Public Accountant and/or the Public Accounting Firm and other requirements
         regarding its appointment.

IV.    Fourth Agenda
        The presence of shareholders and/or shareholder representatives either on a physical
         presence or on an electronic basis via the eASY.KSEI system didn’t have any questions
         and/or responses.
        The number of “affirmative” votes either on a physical basis or an electronic basis through
         the eASY.KSEI system was 136.756.700 shares or 100% of all votes legally cast for the
         Fourth Agenda of the Meeting.
        The Resolution by deliberation to reach a consensus resolved the following:
          1. Approved determining the honorarium and/or other allowances for members
             of the Company's Board of Commissioners as a whole for the 2024 financial year,
             with an increase not exceeding 10% from the previous financial year (the 2023
             financial year), with due regard to the recommendation of the Company's
             Nomination and Remuneration Committee.



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        2.   Approved to delegate the authority to the Company's Board of Commissioners
             to determine the salary and/or allowances for members of the Company's
             Board of Directors.

EGMS

 The presence of shareholders and/or shareholder representatives either on a physical presence
  or on an electronic basis via the eASY.KSEI system didn’t have any questions and/or responses.
 The number of “affirmative” votes either on a physical basis or an electronic basis through the
  eASY.KSEI system was 136.780.640 shares or 100% of all votes legally cast for EGMS Agenda.
 The Resolution by deliberation to reach a consensus resolved the following:
  1.a. To approve the stock split of the Company from Rp500 per share to Rp100 per share,
       or with a ratio of 1 : 5.

     b. Approved to grant authority and power to the Board of Directors of the Company to
        take all necessary actions in relation to the stock split plan, including to determine
        the schedule for the implementation of the stock split and other procedures for its
        implementation, to make and/or request all documents related to the
        implementation of the stock split and to request approval and/or report and make
        the necessary registration to the competent authorities related to the
        implementation of the stock split, one and other things without any exception, taking
        into account the provisions of the applicable laws and regulations, including in the
        field of capital markets.

  2.a. Approve the amendment to Article 4 paragraph 1 and paragraph 2 of the Company's
       articles of association in relation to the stock split of new shares to Rp100,- per share,
       as follows:
        - The Authorized Capital of the Company which was originally divided into
          600,000,000 shares (with a nominal value of Rp500,-) shall be divided into
          3,000,000,000 shares (with a nominal value of Rp100,-); and
        - The Company's Issued and Paid-up Capital which was originally divided into
          151,200,000 shares (with a nominal value of Rp500) shall be divided into
          756,000,000 shares (with a nominal value of Rp100).

    b. Approved to authorize the Board of Directors of the Company with the right of
       substitution to state this resolution in a Notarial deed and to be authorized to appear
       before a Notary, sign deeds, documents or letters and do everything necessary to
       achieve the purpose, without any exception including to submit an application for
       approval of the amendment to the articles of association to the Minister of Law and
       Human Rights of the Republic of Indonesia for the amendment.




                                 JAKARTA, MAY 27, 2024
                             PT JEMBO CABLE COMPANY, Tbk
                                  BOARD OF DIRECTORS




                                              6

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Names mentioned 12 people and organisations named in the text · linked when the evidence is strong

linked org JEMBO CABLE COMPANY p.1 ×2
linked person Tommy Wijaya p.2
linked person Drs. Agus Kristiyono p.2
linked person Bambang Pramadi p.2
possible person Kanaka Puradiredja p.3
unresolved org PT JEMBO CABLE p.1 ×2
unresolved org Financial Services Authority p.1 ×4
unresolved person AKT p.2
unresolved person Drs. Antonius Benady p.2
unresolved org PT Kustodian Sentral Efek Indonesia p.4
unresolved org PT. Datindo Entrycom p.5
unresolved org Minister of Law p.6

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no RUPS minutes content - likely misclassified

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