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20240520_JAYA_Ringkasan Risalah//Risalah RUPS_31641065_lamp1.pdf
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CERTIFICATE
Number: 430/CN.NOT/V/2024
The undersigned, I am CHRISTINA DWI UTAMI, Bachelor of Laws, Master of
Humanities, Master of Notary, Notary in West Jakarta Administrative City, hereby certify
that:
PT ARMADA BERJAYA TRANS Tbk, domiciled in East Jakarta (hereinafter referred to
as the Company) has held:
- Annual General Meeting of Shareholders, at:
Day/date: Friday, May 17 2024
Venue: Double Tree Hotel - Jakarta Kemayoran (Cendana Room 3)
Jalan Griya Utama Blok B Number 1, Jakarta 14350
Time: 10.17 WIB – 10.49 WIB.
Agenda:
1. Approval and Ratification of the Company's Annual Report for the 2023 financial year
including the Company's Activity Report, Board of Commissioners Supervisory Duties
Report and Financial Report for the 2023 Financial Year, as well as granting full release
and release of responsibility (acquit et de charge) to all members of the Board of
Directors and The Company's Board of Commissioners for the management and
supervision actions that have been carried out in and during the 2023 financial year.
2. Determination of the use of the Company's net profit for the 2023 financial year.
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3. Appointment of a Public Accountant who will audit the Company's Financial Report for the 2024 financial year, and granting authority to determine the Public Accountant's honorarium and other requirements. 4. Determination of remuneration for members of the Company's Board of Directors and Board of Commissioners. 5. Approval of changes to the composition of the Company's management. (hereinafter referred to as the Meeting). For the interests of the Company, a deed of Minutes of the Annual General Meeting of Shareholders of PT ARMADA BERJAYA TRANS Tbk, dated 17 May 2024, with number 85, has been prepared. Attendance of members of the Company's Board of Directors and Board of Commissioners: Members of the Board of Directors who attended the Meeting: Main Director : Mr. DARMAWAN SURYADI, Bachelor; Director : Mr. BAJA ERIKSON NAIBAHO; Members of the Board of Commissioners who attended the Meeting: Main Commissioner : Mrs. JAP ASTRID PATRICIA; Independent Commissioner : Mr. REYNARD MANDRA POERNAWAN.
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Meeting Leader: -The Company's Annual General Meeting of Shareholders was chaired by Mrs. JAP ASTRID PATRICIA, as President Commissioner of the Company. Shareholder Attendance: -The Company's Annual General Meeting of Shareholders was attended by shareholders and proxies of 566,922,607 shares or 71% of the 798,499,394 shares which constitute all shares issued by the Company. Submission of Questions and/or Opinions: -Shareholders and shareholder proxies are given the opportunity to ask questions and/or opinions for each Meeting agenda item. -First agenda item: 1 questioner. -Second to fifth agenda items: no 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. Voting Results: -First Agenda: -Number of abstention (blank) votes: 12 votes -Number of votes disagreeing: 0 votes
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-Number of votes in favor: 566,922,595 votes -So that the total number of votes in favor: 566,922,607 votes, or 100% or more than ½ of the total number of votes legally cast at the Meeting. -Second Agenda: -Number of abstention (blank) votes: 12 votes -Number of votes disagreeing: 0 votes -Number of votes in favor: 566,922,595 votes -So that the total number of votes in favor: 566,922,607 votes, or 100% or more than ½ of the total number of votes legally cast at the Meeting. -Third Agenda: -Number of abstention (blank) votes: 12 votes -Number of votes disagreeing: 0 votes -Number of votes in favor: 566,922,595 votes -So that the total number of votes in favor: 566,922,607 votes, or 100% or more than ½ of the total number of votes legally cast at the Meeting. -Fourth Agenda: -Number of abstention (blank) votes: 12 votes -Number of votes disagreeing: 0 votes -Number of votes in favor: 566,922,595 votes -So that the total number of votes in favor: 566,922,607 votes, or 100% or more than ½ of the total number of votes legally cast at the Meeting.
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Fifth Agenda: -Number of abstention (blank) votes: 12 votes -Number of votes disagreeing: 0 votes -Number of votes in favor: 566,922,595 votes -So that the total number of votes in favor: 566,922,607 votes, or 100% or more than ½ of the total number of votes legally cast at the Meeting. Meeting Decisions: First Agenda Decision: - Approve and ratify the Company's Annual Report for 2023 (two thousand and twenty three) including the Company's Activity Report, Board of Commissioners Supervisory Duties Report and Financial Report for the 2023 Financial Year (two thousand and twenty three), as well as granting settlement and release of responsibility in full (acquit et de charge) to all members of the Board of Directors and Board of Commissioners of the Company for the management and supervision actions that have been carried out in and during the 2023 financial year (two thousand twenty three); Second Agenda Decision: - Approved the use of the Company's net profit for the 2023 financial year (two thousand twenty three) amounting to IDR 10,232,158,764.00 (ten billion two hundred thirty two million one hundred fifty eight thousand seven hundred and sixty four rupiah) as follows: a. not distributing cash dividends to the Company's shareholders;
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b. Rp. 500,000,000.00 (five hundred million rupiah) is set aside and recorded as a reserve fund; c. the remaining amount of IDR 9,732,158,764.00 (nine billion seven hundred thirty-two million one hundred fifty-eight thousand seven hundred and sixty-four rupiah) was included and recorded as retained earnings, to increase the Company's working capital. Third Agenda Decision: 1. Appoint a Registered Public Accounting Firm (including Registered Public Accountants who join the Registered Public Accounting Firm) which will audit to carry out examination of the Company's Financial Statements for the 2024 financial year (two thousand and twenty four) is the Heliantono and Rekan Public Accounting Firm, as stated in consider proposals from the Company's Board of Commissioners. 2. Give authority and power to the Board of Commissioners to appoint a replacement Public Accountant or dismiss the Public Accountant who has been appointed, if for any reason based on the provisions of the Capital Market in Indonesia the Public Accountant who has been appointed is unable to carry out/complete his duties. 3. Grant authority and power to the Board of Directors with the approval of the Board of Commissioners to determine the honorarium of the Public Accountant along with the conditions for appointment. Fourth Agenda Decision: 1. Give authority to the Board of Commissioners to determine other salary allowances for members of the Board of Directors for the 2024 financial year (two thousand twenty
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four), taking into account recommendations from the Company's Nomination and Remuneration Committee. 2. Determine the honorarium and/or other allowances for members of the Company's Board of Commissioners for the 2024 financial year (two thousand and twenty-four), and grant authority and power to the Board of Commissioners Meeting to determine the allocation, taking into account recommendations from the Company's Nomination and Remuneration Committee. Fifth Agenda Decision: 1. Agree to change the composition of the Company's management, namely by: a. respectfully dismiss Mr. UMAR ABDULLAH from his position as Independent Commissioner of the Company, by granting full release and discharge of responsibilities (acquit et de charge) during his term of office immediately after the closing of this Meeting, as long as the supervisory actions carried out during his term of office are reflected in the books and/or the Company's financial reports that have obtained approval from all of the Company's shareholders and are in accordance with applicable laws and regulations. b. Re-lifting: i. Mr. DARMAWAN SURYADI, Bachelor as President Director of the Company; ii. Mr. BAJA ERIKSON NAIBAHO as Director of the Company; iii. Mrs. JAP ASTRID PATRICIA as President Commissioner of the Company; iv. Mr. REYNARD MANDRA POERNAWAN as Independent Commissioner of the Company;
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Therefore, the composition of the members of the Company's Board of Directors and Board of Commissioners effective from the closing of this Meeting until the closing of the Company's Annual General Meeting of Shareholders in 2029 (two thousand twenty nine) is as follows: Directors: Main Director : Mr. DARMAWAN SURYADI, Bachelor; Director : Mr. BAJA ERIKSON NAIBAHO; Board of Commissioners : Main Commissioner : Mrs. JAP ASTRID PATRICIA; Independent Commissioner: Mr. REYNARD MANDRA POERNAWAN; -Without reducing the rights of the General Meeting of Shareholders to dismiss members of the Board of Directors and Board of Commissioners at any time before their term of office ends. 2. Agree to grant authority and power to the Company's Directors, either individually or jointly, with the right of substitution, to carry out any and all actions necessary in connection with the decision, including but not limited to stating/stating the contents of the decision regarding the composition members of the Board of Directors and Board of Commissioners of the Company mentioned above, including confirming the composition of the Company's shareholders (if necessary) in deeds made before a Notary, as required by and in accordance with the provisions of applicable laws and regulations, and to further notify notification of changes Company data to the authorized parties, as well as carrying out all and any necessary actions in connection with the decision in accordance with applicable laws and regulations.
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Thus, this Certificate has been prepared to be used wherever necessary. Jakarta, 17 May 2024 Notary in West Jakarta Administrative City, CHRISTINA DWI UTAMI, S.H., M.Hum., M.Kn
Names mentioned 7 people and organisations named in the text · linked when the evidence is strong
unresolved
person
DARMAWAN SURYADI
· Director
p.2 ×5
unresolved
person
BAJA ERIKSON NAIBAHO
· Director
p.2 ×5
unresolved
person
CHRISTINA DWI UTAMI
p.9
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