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20240521_WTON_Ringkasan Risalah//Risalah RUPS_31641443_lamp3.pdf
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ANNOUNCEMENT
SUMMARY OF MINUTES OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
AND
SCHEDULE &TERMS OF PAYMENT OF CASH DIVIDEND FOR THE FISCAL YEAR 2023
PT WIJAYA KARYA BETON Tbk.
The Board of Directors of PT Wijaya Karya Beton Tbk, domiciled in East Jakarta City hereby announces that on Friday, 17 May 2024
at WIKA Tower 2, D.I. Panjaitan Street, Lot 9-10, East Jakarta 13340, has held the Annual General Meeting of Shareholders for the
Fiscal Year 2023 (hereinafter referred to as the Meeting) of PT Wijaya Karya Beton Tbk. (hereinafter referred to as the Company).
The meeting opened at 14.31 WIB. The meeting was attended by the Company's Board of Commissioners and Directors, namely:
A. The Company's Board of Commissioners & Directors present at the Meeting
Board of Commissioners Directors
President Commissioner : Hermawan Dhewayanto President Director : Kuntjara
Commissioner : R. Permadi Mulajaya Director of Finance, Human Capital & : Ahmad Fadli Kartajaya
Risk Management
Commissioner : Miftachul Munir Director of Marketing & Development : Rija Judaswara
Independent Commissioner : Priyo Suprobo Director of Operations and : Taufik Dwi Wibowo
Supply Chain Management
Independent Commissioner : Nita Prihutaminingrum Director of Engineering & Production : Verly Widiantoro
B. Quorum of Attendance of the Shareholders
The Meeting was attended by the Shareholders or the Shareholders’ Proxies representing 5,916,014,049 (Five Billion Nine
Hundred Sixteen Million Fourteen Thousand Forty Nine) shares or equal to 67.88% (Sixty Seven Point Eighty Eight Percent) of
all issued and fully paid shares in the Company.
C. Meeting Agenda
The agenda of the Meeting is as follows:
1. Approval of the Company's Annual Report including the Board of Commissioners' Report on its Supervisory Duties for the
Fiscal Year ended 31 December 2023, as well as Ratification of the Company's Consolidated Financial Statements for the
Fiscal Year ended 31 December 2023 as well as Providing Full Repayment and Release of Liability (volledig acquit et de
charge) to the Directors regarding the actions of the Company's management and the Board of Commissioners regarding the
company's supervisory actions that have been carried out during the 2023 financial year
2. Determination of the Use of the Company's Net Profit for the 2023 Financial Year;
3. Determination of the Appointment of the Public Accounting Firm (KAP) to Audit the Company's Financial Report for the 2024
Financial Year;
4. Determination of the amount of Salary/Honorarium, Allowances and Other Facilities for 2024 and Tantiem for Performance in
2023 for the Company's Directors and Board of Commissioners;
5. Approval of the Confirmation/Ratification of the Integrated Governance Policy and Guidelines for the Principles of
Management of Subsidiaries and Integrated Governance of PT Wijaya Karya (Persero) Tbk;
6. Approval of changes to the Company's Articles of Association;
7. Changes in the Composition of the Company's Board of Directors and Board of Commissioners.
The explanation of the agenda of the Meeting is as follows:
1. The 1st to 4th Meeting Agenda are routine agenda items and must be submitted by the Board of Directors at the Company's
AGMS. This is in accordance with the provisions in the Company's Articles of Association.
2. The 5th Meeting Agenda is related to the ratification of the Integrated Governance Policy and Guidelines for the Principles of
Management of Subsidiaries and Integrated Governance of PT Wijaya Karya (Persero) Tbk.
3. The 6th Meeting Agenda is related to the adjustment and refinement of the Company's Articles of Association towards the
fulfillment of OJK Regulation No. 15/POJK.04/2020 concerning the Plan and Implementation of the General Meeting of
Shareholders of Public Companies, and the Articles of Association of PT Wijaya Karya (Persero) Tbk as the Company’s
Parent Company.
4. The 7th Meeting Agenda relates to the end of the term of office of the Company's Independent Commissioners and proposals
from the Majority Shareholders regarding changes to the composition of the Company's Board of Directors.
D. Opportunity for Questions and Answers
Before making a decision, the Chairman of the Meeting provides the opportunity for Shareholders or Shareholders’ Proxies to ask
questions and/or provide opinions on each Meeting Agenda and no Shareholders or Shareholders’ Proxies ask questions or
opinions.
E. Decision Making Mechanism
All decisions of the Meeting are taken based on deliberation for consensus. In the event that a Shareholder or Shareholders’
Proxies does not approve or vote for abstention, the decision will be taken by voting.
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F. Decisions of the Meeting
The resolutions of the Company's Meetings are as follows:
The First Agenda of Meeting
Total number of None of the Shareholders asked questions.
Shareholders
delivering
questions
Voting Results Agree Abstain Disagree
5,910,887,649 shares 5,100,000 shares 26,400 shares
99.91% of the attending 0.09% of the attending 0.00% of the attending parties
parties parties
Results of the First 1. Approved the Company's Annual Report for the 2023 Fiscal Year including the Board of
Meeting Commissioners' Supervision Report and ratified the Company's Consolidated Financial Report for
the 2023 Fiscal Year which has been audited by the Public Accounting Firm (KAP) Amir Abadi
Jusuf, Aryanto, Mawar and Rekan as contained in their report Number 00259/2.1030/
AU.1/04/1680-3/1/III/2024 dated 27 March 2024, with the opinion "Fair in All Material Matters", the
consolidated financial position of PT Wijaya Karya Beton Tbk and its subsidiaries as of 31
December 2023, as well as financial performance and its consolidated cash flows for the year ended
on that date in accordance with Financial Accounting Standards in Indonesia.
2. Providing full repayment and release of responsibility (volledig acquit et de charge) to all members
of the Company's Board of Directors and Board of Commissioners for management and supervision
actions during the Financial Year ended 31 December 2023 as long as these actions do not
constitute criminal acts and are reflected in the Company’s Annual Report and Company’s
Consolidated Financial Statements of the Company.
The Second Agenda of Meeting
Total number of None of the Shareholders asked questions.
Shareholders
delivering
questions
Voting Results Agree Abstain Disagree
5,915,987,649 shares None of the shareholders 26,400 shares
100.00% of the attending voted abstain 0.00% of the attending parties
parties
Results of the
Second Meeting 1. Determining the Use of the Net Profit attributable to the Owner of the Company's Parent Entity for
the Financial Year ended 31 December 2023, namely Rp34,126,442,456,- (Thirty Four Billion One
Hundred Twenty Six Million Four Hundred Forty Two Thousand Four Hundred and Fifty Six Rupiah)
as follows:
a. 20% (Twenty Percent) of Net Profit or Rp6,885,218,614,- (Six Billion Eight Hundred Eighty Five
Million Two Hundred Eighteen Thousand Six Hundred and Fourteen Rupiah) is determined as
Cash Dividends to Shareholders or the amount Rp0.79,- (Zero Point Seventy Nine Rupiah) per
share.
b. 80% (Eighty Percent) of Net Profit or Rp27,241,223,842,- (Twenty Seven Billion Two Hundred
Forty One Million Two Hundred Twenty Three Thousand Eight Hundred Forty Two Rupiah) is
designated as other reserves.
2. Granting authority and power to the Board of Directors with substitution rights to further regulate the
procedures and implementation of cash dividend distribution in accordance with applicable
regulations, including rounding for dividend payments per share.
The Third Agenda of Meeting
Total number of None of the Shareholders asked questions.
Shareholders
delivering
questions
Voting Results Agree Abstain Disagree
5,915,988,849 shares None of the shareholders 25,200 shares
100.00% of the attending voted abstain 0.00% of the attending parties
parties
Results of the Third 1. Approved the re-appointment of the Public Accounting Firm Amir Abadi Jusuf, Aryanto, Mawar &
Meeting Partners (RSM Indonesia) to audit/examine Company’s Consolidated Financial Statements,
Performance Evaluation Report Audit and Compliance Audit ending on 31 December 2024;
2. Granting delegation of authority to the Company's Board of Commissioners to determine the
amount of compensation for audit services, additional scope of work required and other reasonable
requirements for the public accounting firm;
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3. Granting authority and power to the Board of Commissioners of the Company by first obtaining
approval from the Majority Shareholders to dismiss and appoint a replacement Public Accounting
Firm and/or Public Accountant in the event that the appointed Public Accounting Firm and/or Public
Accountant, for whatever reason, is unable to complete the audit of Company Financial Report for
Fiscal Year 2024, including determining fees for audit services and other requirements for the
replacement of Public Accounting Firm and/or Public Accountant.
The Fourth Agenda of Meeting
Total number of None of the Shareholders asked questions.
Shareholders
delivering
questions
Voting Results Agree Abstain Disagree
5,915,982,149 shares None of the shareholders 31.900 shares
100.00% of the attending voted abstain 0.00% of the attending parties
parties
Results of the 1. Granting authority and power to the Majority Shareholders to determine the amount of the bonus
Fourth Meeting for the 2023 Financial Year, as well as determine the honorarium, allowances and facilities for the
Board of Commissioners for the 2024 Financial Year.
2. Granting authority and power to the Board of Commissioners by first obtaining written approval
from the Majority Shareholders to determine the amount of the bonus for the 2023 Financial Year
and determine the salaries, allowances and facilities for the Directors for the 2024 Financial Year.
The Fifth Agenda of Meeting
Total number of None of the Shareholders asked questions.
Shareholders
delivering
questions
Voting Results Agree Abstain Disagree
5,900,714,049 shares None of the shareholders 15,300,000 shares
99.74% of the attending parties voted abstain 0.26% of the attending parties
Results of the Fifth 1. Approved to confirm/ratify the implementation of the Integrated Governance Policy as in Document
Meeting Number WIKA-SUB-KP.01.01 and the Guidelines for Principles of Subsidiary Management and
Integrated Governance as in Document Number WIKA-SUB-QM.01.01 Rev. 01 and its
amendments from time to time as Guidelines for Integrated Governance in the Company;
2. Request to the Board of Commissioners of the Company to supervise the implementation of the
Company's Integrated Governance Policies and Guidelines implemented by the Board of Directors,
so that the results of the implementation are reported to PT Wijaya Karya (Persero) Tbk as the
Majority Shareholder periodically.
The Sixth Agenda of Meeting
Total number of None of the Shareholders asked questions.
Shareholders
delivering
questions
Voting Results Agree Abstain Disagree
5,900,714,049 shares None of the shareholders 15,300,000 shares
99.74% of the attending parties voted abstain 0.26% of the attending parties
Results of the Fifth 1. Approved to make changes to the Company's Articles of Association;
Meeting
2. Agree to restate all provisions in the Articles of Association in connection with the changes referred
to in point 1;
3. Approve to grant power and authority to the President Director or other Directors with the right of
substitution to carry out all actions taken in connection with the decisions on the agenda of this
meeting in a notarial deed and submit it to the authorized agency to obtain approval and/or receipt
of notification of changes to the Articles of Association The Company shall do everything deemed
necessary and useful for these purposes with no exceptions, including making additions and/or
changes to the Articles of Association if this is required by the authorized agency.
The Seventh Agenda of Meeting
Total number of None of the Shareholders asked questions
Shareholders
delivering
questions
Voting Results Agree Abstain Disagree
5,900,714,849 shares None of the shareholders 15,299,200 shares
99.74% of the attending parties voted abstain 0.26% of the attending parties
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Results of the Sixth 1. Confirming the honorable dismissal of Priyo Suprobo as Independent Commissioner appointed
Meeting based on Deed Number 21 dated April 9 2019, made in the presence of Ir. Nanette Cahyanie
Handari Adi Warsito, S.H., in South Jakarta, as of March 27 2019, with thanks for all the
contributions of energy and thoughts provided by the person concerned while serving as
Independent Commissioner of the Company.
2. Dismiss with honor the names below as the Management of the Company:
a. Hermawan Dhewayanto as President Commissioner appointed based on Deed Number 17
dated 12 May 2023, made in the presence of Ir. Nanette Cahyanie Handari Adi Warsito, S.H.,
in South Jakarta;
b. Taufik Dwi Wibowo as Director of Operations and Supply Chain Management who was
appointed based on Deed Number 4 dated 3 June 2021, made in the presence of Ir. Nanette
Cahyanie Handari Adi Warsito, S.H., in South Jakarta;
c. Ahmad Fadli Kartajaya as Director of Finance, Human Capital and Risk Management who was
appointed based on Deed No. 73 Dated April 25 2022, made in the presence of Ir. Nanette
Cahyanie Handari Adi Warsito, S.H., in South Jakarta.
starting from the closing of this GMS, with thanks for all the contributions of energy and thoughts
given by the person concerned while serving as the Board of Commissioners and Directors of the
Company.
3. To appoint the following names as the Board of Commissioners and the Board of Directors of the
Company as follows:
a. Eko Sujiyanto as President Commissioner;
b. Iswandi Imran as Independent Commissioner;
c. Syailendra Ogan as Director of Finance, Human Capital and Risk Management;
d. Agus Pramono as Director of Operations and Supply Chain Management;
since the closing of this GMS with a term of office in accordance with the provisions of the
Company's Articles of Association, taking into account the laws and regulations and without
reducing the right of the GMS to dismiss at any time.
4. With the confirmation of the dismissal, dismissal and appointment of members of the Board of
Commissioners and Directors as mentioned above, the composition of the Company's Board of
Commissioners and Directors is as follows:
Board of Commissioners:
a. Eko Sujiyanto as President Commissioner;
b. R. Permadi Mulajaya as Commissioner;
c. Miftachul Munir as Commissioner;
d. Iswandi Imran as Independent Commissioner;
e. Nita Prihutaminingrum as Independent Commissioner.
Board of Directors:
a. Kuntjara as President Director;
b. Syailendra Ogan as Director of Finance, Human Capital and Risk Management;
c. Agus Pramono as Director of Operations and Supply Chain Management;
d. Rija Judaswara as Director of Marketing and Development;
e. Verly Widiantoro as Director of Engineering and Production.
5. Granting power and authority to the President Director or other Directors of the Company with the
right of substitution to carry out all necessary actions related to the decisions on this agenda in
accordance with applicable laws and regulations, including to declare in a separate Notarial Deed
and notify the composition of the Company's Board od Directors and Board of Commissioners to
the Ministry of Law and Human Rights in accordance with applicable regulations..
The Company's Meeting closed at 15.59 WIB.
G. Schedule and Terms of Payment of Cash Dividend for the Fiscal Year 2021
In accordance with the decision on the Second Meeting Agenda, it is hereby notified that the Company has determined a cash
dividends from the Net Profit Attribution of Owners of the Company's Parent Entity for the Financial Year ended 31 December
2023 amount of Rp6,885,218,614,- (Six Billion Eight Hundred Eighty Five Million Two Hundred Eighteen Thousand Six Hundred
and Fourteen Rupiah) to be distributed to Shareholders so that the Cash Dividends to be paid is Rp0.79,- (Zero Point Seven Nine)
per share which will be distributed to the Company's Shareholders according to the schedule and procedure the following way:
1. Schedule :
NO DESCRIPTION DATE
End of Stock Trading Period with the Dividend Right (Cum Dividen)
1 Regular Market and Negotiation 29 May 2024
Cash Market 31 May 2024
Early Stock Trading Period with the Dividend Right (Ex Dividen)
2 Regular Market and Negotiation 30 May 2024
Cash Market 3 June 2024
3 Date of Register of Shareholders entitling to have the Dividend (Recording Date) 31 May 2024
4 Date of Cash Dividend Payment for the Fiscal Year 2022 20 June 2024
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2. Terms of Payment of Cash Dividend:
a. Cash dividends will be distributed to shareholders whose names are recorded in the Company's Register of Shareholders
("DPS") or recording date on 31 May 2024 and/or owners of company shares in securities sub-accounts at PT Kustodian
Sentral Efek Indonesia ("KSEI") on closing of trading on the Indonesia Stock Exchange on 31 May 2024.
b. For Shareholders whose shares are deposited in KSEI's collective custody, cash dividend payments will be made through
KSEI and will be distributed on 20 June 2024 into the Customer Fund Account (RDN) at the Securities company and/or
Custodian Bank where the Shareholders open a securities account. Meanwhile, for Shareholders whose shares are not
included in KSEI's collective custody, the cash dividend payment will be transferred to the Shareholders' account.
c. The cash dividends will be taxed in accordance with the applicable tax laws and regulations.
d. Based on the applicable tax laws and regulations, the cash dividend will be excluded from the tax object if it is received by
the shareholders of the domestic corporate taxpayer (“WP Badan DN”) and the Company does not deduct Income Tax on
the cash dividends paid to the Domestic Entity Taxpayer. the. Cash dividends received by shareholders of domestic
individual taxpayers (“WPOP DN”) will be excluded from the tax object as long as the dividends are invested in the territory
of the Unitary State of the Republic of Indonesia. For WPOP DN that does not meet the investment provisions as mentioned
above, the dividends received by the person concerned will be subject to income tax ("PPh") in accordance with the
applicable laws and regulations, and the PPh must be paid by the WPOP DN concerned in accordance with with the
provisions of Government Regulation No. 9 of 2021 concerning Tax Treatment to Support the Ease of Doing Business.
e. Shareholders can obtain confirmation of dividend payments through securities companies and or custodian banks where
shareholders open securities accounts, then shareholders must be responsible for reporting dividend receipts referred to in
tax reporting for the tax year concerned in accordance with the applicable tax laws and regulations.
f. Shareholders who are Overseas Taxpayers whose tax withholding will use a rate based on the Double Taxation Avoidance
Agreement ("P3B") must comply with the requirements of the Director General of Taxes Regulation No. PER-25/PJ/2018
concerning Procedures for Application of Double Taxation Avoidance Agreement and submitting proof of record or receipt
of DGT/SKD that has been uploaded to the website of the Directorate General of Taxes, in accordance with the rules and
regulations stipulated by KSEI, without the said document, cash dividends The amount paid will be subject to Article 26
Income Tax of 20%.
Jakarta, 21 May 2024
PT Wijaya Karya Beton Tbk
DIRECTORS
Names mentioned 22 people and organisations named in the text · linked when the evidence is strong
unresolved
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Ir. Nanette Cahyanie Handari Adi Warsito
p.4 ×8
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org
Ministry of Law and Human Rights
p.4
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.5
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org
Indonesia Stock Exchange
p.5
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org
Directorate General of Taxes
p.5
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