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20240516_ELSA_Ringkasan Risalah//Risalah RUPS_31640153_lamp2.pdf
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SUMMARY OF MINUTES ANNUAL GENERAL MEETING OF SHAREHOLDERS PT Elnusa Tbk TAHUN BUKU 2023
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ANNOUNCEMENT
SUMMARY OF MINUTES
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS AND
PROCEDURE FOR CASH DIVIDEND PAYMENT FISCAL YEAR 2023
PT Elnusa Tbk
The Board of Directors of PT Elnusa Tbk (hereinafter referred to as the “Company”), domiciled in
South Jakarta hereby announce the resolutions of the Annual General Meeting of Shareholders for
Fiscal Year 2023 (hereinafter referred to as the “Meeting”) as follows:
A. Related to the Meeting, the Company has provided/made the following:
Announcement and Invitation of the Meeting to the Shareholders were published in Bahasa
Indonesia and English on April 1st and April 16th, through the Indonesia Stock Exchange’s website,
the eASY.KSEI website, and the Company’s website.
B. The Meeting was held on Wednesday, May 15, 2024 at 14.00 Western Indonesian Time in
Ballroom 1 – Sheraton Grand Jakarta Gandaria City Hotel, Jl. Sultan Iskandar Muda, Jakarta.
C. Meeting Agenda:
1. Approval of the Annual Reports, including the Board of Commissioners’ Supervisory Report,
and Ratification of the Company’s Financial Statements for the Fiscal Year ended
31 December 20223 (“Fiscal Year 2023”).
2. Approval of the Appropriation of the Company’s Net Profit for the Fiscal Year 2023.
3. Determination of Tantiem for the year 2023 and Remuneration for the year 2024 for the
Board of Directors and Board of Commissioners.
4. Appointment of Public Accountant and/or Public Accounting Firm to audit the Company's
Financial Statements for the Fiscal Year 2024.
5. Approval of the Changes to the Compositions of the Company’s Board of Management.
D. The Meeting was chaired by Mr. Denie S. Tampubolon as an Independent Commissioner and
was attended by all members of the Board of Commissioners and all members of the Board of
Directors, who assumed their respective position until the date of the Meeting as follows:
Board of Commissioners
President Commissioner : Nur Endro Buwono
Independent Commissioner : Denie S. Tampubolon
as well as Chairman of Audit Committee
Independent Commissioner : Lusiaga Levi Susila
as well as Chairman of Nomination & Remuneration Committee
Commissioner : Wakhid Hasyim
as well as Chairman of Risk Monitoring Committee
Directors
President Director : Bachtiar Soeria Atmadja
Director of Finance : Stanley Iriawan
Director of Operation : Endro Hartanto
Director of Business Development : Arief Prasetyo Handoyo
Director of Human Capital & General Affairs : Hera Handayani
E. The Company has appointed the independent parties which from Securities Administration
Bureau PT Datindo Entrycom and Notary Office of Aulia Taufani, S.H. to count and/or validate the
votes of the Meeting.
F. Quorum of Attendance of Shareholders
The Meeting was attended by the Shareholders or their proxies all of which representing a total
of 4.263.031.275 shares or 58,40969% of the total shares with valid voting right issued by the
Company.
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G. Opportunity for Question and Answer
The Shareholders and/or their proxies had the opportunity to render queries and/or opinions
related to each agenda of The Meeting. In the first Meeting Agenda there was 4 (four)
questions and in the fourth Meeting Agenda there was 1 (one) question from the Shareholder
or their proxies who was physically attend. Detail of the Question and Answer are included in
the Attachment, which is an integral part of this Summary of Meeting Minutes.
H. The Mechanism of Taking Resolutions
Resolutions of each Meeting Agenda was adopted by deliberation to reach a consensus. If
such deliberation to reach consensus is not reached, then the resolution in the Meeting is
conducted by voting either through voting card or eASY.KSEI system.
I. The Meeting started at 14.25 Western Indonesian Time.
J. Meeting Resolutions
The resolutions of the Company’s Meeting are as follows:
Meeting Agenda 1 : Approval of the Annual Reports, including the Board of Commissioners’
Supervisory Report, and Ratification of the Company’s Financial
Statements for the Fiscal Year ended 31 December 2023 (“Fiscal Year
2023”)
Number of
Shareholders who 4 persons
rendered queries:
Approve Abstain Against
Voting Results
4.185.290.783 shares 74.740.492 shares 3.000.000 shares
or 98,17640% or 1,75322% or 0,07037%
1. Approving the Annual Report for the Company for the Fiscal Year
2023, and endorsing the Company's Financial Statements for the
fiscal year ending December 31, 2023, along with their audited
explanations by Purwantono, Sungkoro & Surja Public
Accountants Office, as stated in Report No.
00100/2.1032/AU.1/02/1726-1/1/II/2024 dated February 28, 2024,
with an opinion of "fairly, in all material respects“.
2. Granting full settlement and discharge (volledig acquit et de
Resolutions charge) to the Board of Directors for their management actions
and to the Board of Commissioners for their supervisory actions
undertaken during the fiscal year ending December 31, 2023,
provided that:
a. The aforementioned actions and supervisions reflected in the
Company’s Annual Report (including Financial Statement) for
the Fiscal Year ended at December 31, 2023;
b. The aforementioned actions and supervisions do not
constitute a criminal act.
Meeting Agenda 2 : Approval of the Appropriation of the Company’s Net Profit for the Fiscal
Year 2023
Number of
Shareholders who 1 Person
rendered queries:
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Approve Abstain Against
Voting Results
4.252.865.675 shares 6.369.700 shares or 3.795.900 shares
or 99,76154% 0,14942% or 0,08904%
1. Approved the appropriation of the Company’s Net Profit
attributable to the parent entity for the Fiscal Year 2023 in the
amount of Rp 503.129.000.000,- (five hundred three billion one
hundred twenty nine million rupiah) as per following details:
a. In total amount of Rp201.251.600.000,- (two hundred one
billion two hundred fifty one million six hundred thousand
rupiah) or equal to 40% (forty percent) of the Net Profit for the
Resolutions Fiscal Year 2023
b. The remaining of Rp301.877.400.000,- (three hundred one
billion eight hundred seventy seven million four hundred
rupiah) or equal to 60% (sixty percent) of the Net Profit for the
Fiscal Year 2023 will be recorded as retained earnings
2. Approved to grant the authority and power to the Board of
Directors of the Company to determine the detail of the cash
dividend payment procedure
Meeting Agenda 3 : Determination of Tantiem for the year 2023 and Remuneration for the
year 2024 for the Board of Directors and Board of Commissioners
Number of
Shareholders who -
rendered queries:
Approve Abstain Against
Voting Results
4.244.898.312 shares 15.112.863 shares or 3.020.100 shares
or 99,57465% 0,35451% or 0,07084%
1. Approved to grant the authority and power to the Board of
Commissioners upon obtaining the prior approval from
PT Pertamina Hulu Energi as the Controlling Shareholder to
determine the amount of incentives for the Board of Directors and
the Board of Commissioners for Fiscal Year 2023.
Resolutions 2. Approved to grant the authority and power to the Board of
Commissioners upon obtaining the prior approval from
PT Pertamina Hulu Energi as the Controlling Shareholder to
determine the honorarium, allowances, facilities, and other
incentives for the Board of Directors and the Board of
Commissioners for Fiscal Year 2024.
Meeting Agenda 4 : Appointment of Public Accountant and/or Public Accounting Firm to audit
the Company's Financial Statements for the Fiscal Year 2024
Number of
Shareholders who -
rendered queries:
Approve Abstain Against
Voting Results
4. 095.776.011 shares 6.371.000 shares 160.884.264 shares
or 96,07661% or 0,14945% or 3,7739%
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Approved to grant the authority to the Board of Commissioners to
appoint the Public Accountant and/or Public Accounting Firm to
perform audit on Company’s Financial Statement for the Fiscal Year
ended at December 31, 2024 along with the amount of the service
fee, including to appoint the substitute Public Accountant Firm should
the selected Public Accountant Firm be unable to continue or
complete its works due to any reason whatsoever based on the
Capital Market provisions and laws/regulations, with the criteria as
Resolutions
follows:
a. Public Accountant Firm appointed by the Company upon prior
consulted/coordinated with PT Pertamina Hulu Energi;
b. Public Accountant Firm is registered in the Financial Services
Authority;
c. Public Accountant Firm included in the data tabulation of Public
Accountant Firm issued by the Ministry of State Owned
Enterprises.
Meeting Agenda 5 : Approval of the Changes to the Compositions of the Company’s Board of
Management
Number of
Shareholders who -
rendered queries:
Approve Abstain Against
Voting Results
3.783.718.507 shares 6.495.500 shares 472.817.268 shares
or 88,75653% or 0,15237% or 11,09111%
1. Honorably dismissed members of the Board of Directors effective
as of the closing of this Meeting, with gratitude for the contribution
of energy and thoughts given while serving as a member of the
Board of Commissioners, as follows:
a. Mr. Nur Endro Buwono as President Commissioner, related to
the organizational refreshment as referenced in the Circular
Shareholders’ Decision of PT Pertamina Hulu Energi regarding
the Placement of Company Representatives as Members of the
Board of Commissioners of PT Elnusa Tbk dated April 30, 2024.
b. Mr. Lusiaga Levi Susila as Independent Commissioner, related
to the organizational refreshment as referenced in the Circular
Shareholders’ Decision of PT Pertamina Hulu Energi regarding
Resolutions the Placement of Company Representatives as Members of the
Board of Commissioners of PT Elnusa Tbk dated April 30, 2024.
c. Mr. Wakhid Hasyim as Commissioner, related to the
organizational refreshment as referenced in the Circular
Shareholders’ Decision of PT Pertamina Hulu Energi regarding
the Placement of Company Representatives as Members of the
Board of Commissioners of PT Elnusa Tbk dated April 30, 2024.
2. Approved the appointment of members of the Board of
Commissioners with a term of office from the closing of this
Meeting and ending in the closing of the third Annual General
Meeting of Shareholders, without prejudice to the right of the
General Meeting Shareholders to dismiss members of the Board of
Directors at any time before their term of office ends, as follows:
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a. Mr. Eko Ariantoro as President Commissioner concurrently
Independent Commissioner.
b. Mr. Ariana Soemanto as Commissioner.
c. Mr. Nur Endro Buwono as Commissioner.
3. Approved the change to the composition of the Company’s Board
of Management, thus the composition of the Board of Management
is as follows:
Board of Commissioners:
Mr. Eko Ariantoro : President Commissioner concurrently
Independent Commissioner
Mr. Nur Endro Buwono : Commissioner
Mr. Denie S. Tampubolon : Independent Commissioner
Mr. Ariana Soemanto : Commissioner
Meanwhile, the composition of the Board of Directors has not
changed, as follows:
Keputusan
Board of Directors:
Mr. Bachtiar Soeria Atmadja : President Director
Mr. Stanley Iriawan : Director of Finance
Mr. Endro Hartanto : Director of Operation
Mr. Arief Prasetyo Handoyo : Director of Business Development
Mrs. Hera Handayani : Director of Human Capital &
General Affairs
4. Granting authority and power with substitution rights to the
Company’s Board of Directors to take all necessary actions related
to the resolutions of this Meeting Agenda including to state in a
separate Notary Deed and/or all decisions of the Meeting and
declare the changes to the Company’s Board of Directors and/or
Commissioners to the Ministry of Law and Human Rights of the
Republic of Indonesia as well as registering with the competent
authority, in accordance with the applicable laws and regulations.
K. The Meeting ended at 16.23 Western Indonesian Time
L. Schedule and Procedure for Cash Dividends Payout for Fiscal Year 2023
In accordance with the Resolution of 2nd Agenda of the Meeting, hereby notified that the
Company has resolved to make payment of dividend from the net profit for Fiscal Year 2022 in
the amount of Rp 201.251.600.000 (two hundred one billion two hundred fifty one million six
hundred thousand rupiah) or equal to Rp27,57 (twenty seven point fifty seven rupiah) per
share attributed to the Company’s Shareholders, the schedule and procedure mechanism for
cash dividend shared are as follows:
1. Schedule for Cash Dividends Payout
No Activity Schedule Remarks
Annual General Meeting of Wednesday,
1
Shareholders (AGMS) May 15 2024
Announcement of Summary of
Thursday,
2 Meeting Minutes (related to Cash
May 16 2024 1 working day after the
Dividend Payout)
AGMS
Announcement of Schedule for Cash Thursday,
3
Dividend Payout May 16 2024
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Wednesday, 8 working days after
4 Recording Date
May 29, 2024 the AGMS
Last Date of the trading period of the shares on the stock exchange with dividend rights
5
(cum dividend)
Monday, 2nd trading day prior
Regular and Negotiation Market
May 27, 2024 to the Recording Date
The same trading day
Wednesday,
Cash Market with the Recording
May 29, 2024
Date
First Date of the trading period of the shares on the stock exchange without dividend
6
rights (ex dividen
The next trading day
Tuesday,
Regular and Negotiation Market after cum dividend
May 28, 2024
period
The next trading day
Thursday,
Cash Market after cum dividend
May 30, 2024
period
Friday, 30 days after the
7 Payment Date for Cash Dividends
June 14, 2024 AGMS
No later than the 10th
Monday, day of the following
8 Issuer pay taxes to the state treasury
June 10, 2024 month after the
Recording Date
Last date the Shareholders (Foreign) will be announced by According to KSEI’s
9
submit the DGT Form to KSEI/BAE KSEI laws and regulations.
2. Procedure for Cash Dividends Payout
a. The cash dividend will be distributed to the Shareholders whose are recorded at the
Company’s Shareholders’ Registry (Recording Date) on May 29, 2024 and/or those
Shareholders of the Company recorded in the sub securities account in PT Kustodian
Efek Indonesia (“KSEI”) at the close of trading on May 29, 2024.
b. For those Shareholders whose shares are deposited in the Collective Deposits of KSEI,
the cash dividend payment as scheduled above will be made by way of book-entry
through KSEI, then KSEI will distribute to the Customer Fund Account (RDN) at the
Securities Company and/or Custodian Bank where the Shareholders open their
subaccounts. Meanwhile, for the Shareholders whose shares are not placed into KSEI’s
collective custody, the cash dividend will be paid by transfer to their bank accounts.
c. Such cash dividend will be subject to tax deduction in accordance with the prevailing
laws and regulations on tax. The amount of tax charged will be bone by the relevant
shareholders of the Company and deducted from the amount of cash dividends of the
relevant shareholders entitlement.
d. Based on the prevailing 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 Entity DN”) and the Company does not deduct Income Tax on the cash
dividends paid to the WP Entity DN. 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 persons 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 the provisions of
Government Regulation No. 9 of 2021 concerning Tax Treatment to Support the Ease
of Doing Business
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e. The Company’s Shareholders can obtain dividend payment confirmation through a
securities company and/or custodian bank where the concerned opens a securities
account, then the Shareholders must be responsible for reporting the dividend receipt
referred to in the tax reporting for the tax year concerned in accordance with the
applicable tax laws and regulations.
f. For Shareholders who are foreign Tax Payer, the tax reduction rate is subject to Tax
Treaty under the Agreement on the Prevention of the Imposition of Dual Taxes (“P3B”),
are required to fulfill the requirements of the Regulation of the Directorate General of
Tax No. PER-25/PJ/2018 on Procedures for Implementation of Double Taxation
Agreement on Avoidance and submitting record and evidence of acceptance
DGT/SKD which has been uploaded to Directorate General of Taxation to LSEO pr the
Securities Administration Bureau in accordance with the provisions and regulations of
KSE. Without the mentioned documents, the cash dividends will be subject to 20% for
the Article 26 income tax.
g. For Shareholders whose shares are in the collective custody of KSEI, evidence of
withholding dividend tax can be obtained at the Securities Company and/or Custodian
Bank where the Shareholders open their securities accounts and for script
Shareholders can be obtained at the Securities Administration Bureau.
Jakarta, May 16, 2024
PT Elnusa Tbk
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ATTACHMENT
QUESTION AND ANSWER
During the Q&A session, there were 4 (four) questions for Agenda 1 and 1 (one) question for
Agenda 2, all of which were answered directly by the Company's Board of Directors.
A. Agenda 1
1. Questioner : Wisnu Bintoro
Question : Regarding the legal matter between the Company and Bank Mega,
please inform about the payment schedule structure for the deposits
and their interest, and when are they expected to be disbursed?
Answer : On May 7th, the Company had already signed a Peace Agreement.
Pursuant to this Agreement, the Company will recover deposits
amounting to Rp 111 billion, along with accrued interest up to the date of
signing the Peace Agreement, totaling approximately Rp 69.1 billion,
which has already been received by the Company. However, in
accordance with the terms of the agreement, the Company is required
to withdraw the case from the court first, with a 60-day timeframe
provided for such action. The Company intends to secure a decision
within the next 30 days and receive the principal value of the deposits.
2. Questioner : Rafif Nurmanda Ghafurutama
Question : When exploration drilling services discover an oil source, does the
Company receive a bonus from the project? If so, when is it expected to
be realized in the Financial Statements? With the significant cash
reserves of the Company, does the Company have any plans to
purchase additional vessels to enhance revenue from distribution
services?
Answer : - The Company does not receive bonuses because it only provides
services rather than owning Work Areas, thus bonuses are received
by the owners of the Work Areas. If the Company conducts drilling
activities more swiftly and optimally, it will achieve efficiency,
thereby improving the Company's revenue.
- The Company adheres to programs initiated by the Contractors of
Cooperation Contracts (KKKS). If project tenders necessitate vessels
and the Company does not possess them, it can opt to lease them or
consider investment. In 2023, the Company made one investment in
an AWB ASLO (Utility Barge) vessel amounting to Rp 100 billion
through its subsidiary, Elnusa Trans Samudra (ETSA), and has
secured contracts. The Company exercises caution in making
investments and will not invest unless there are tenders or contracts
in place.
3. Questioner : Peter Alimin
Question : Upon examining the segment report in the Company's Financial
Statements, why is the ROE of the Upstream division relatively low, and
why is the Company's distribution revenue unable to experience
significant growth despite its substantial ROE?
Answer : The Company's current Equity Value amounts to Rp 4.4 trillion, with a
Debt to Equity Ratio of 1.16x as of December 2023. Additionally, for
supplementary information, the Debt to Equity Ratio as of March 2024
stands at 1.15x.
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4. Questioner : Denny Daniel Tambunan
Question : What is the management's consistency in maintaining growth prospects
and navigating uncertain market conditions for the Elnusa industry?
What is the latest development regarding the legal dispute between
Elnusa and Bank Mega?
What is the total amount of maturing debt within one year compared to
cash in the bank?
Answer : - The current market share revenue contribution of the Company is
approximately 77% from the Pertamina Group (Sub Holding
Upstream), with the remainder coming from entities other than
Pertamina. Considering the Sub Holding Upstream as the baseline,
the Company's market share is only about 20%, leaving a potential
80% market share that the Company can capture. The Company's
strategy amidst the uncertainty of the oil and gas industry conditions
involves strengthening existing businesses and achieving growth
through investment activities, both in the Upstream business such as
Vibroseis, Hydraulic Drilling Unit, and EPC OM businesses by
developing Pigging technology. Additionally, in the Marine Support
business, the Company has invested in expanding its fleet for material
transportation and accommodation for workers. Furthermore, in the
logistics distribution business related to Chemicals for EOR activities
at Elnusa Petrofin. On the risk mitigation front, the Company has a risk
management function to monitor investment and operational
activities, thus minimizing risks.
- The Company's Equity Value currently stands at Rp 4.4 trillion, with a
Debt to Equity Ratio as of December 2023 at 1.16x, still below the
bank covenant of 3x. As additional information, the Debt to Equity
Ratio as of March 2024 is 1.15x.
B. Agenda 2
1. Questioner : Peter Alimin
Question : Why has the payout ratio decreased this year compared to previous
years at 49%? Meanwhile, minority Shareholders' expectation for
dividends this year is distributed with a payout ratio of 70%, considering:
a) The deposits from Bank Mega have been liquidated along with their
interest, plus existing cash amounting to 2 Trillion;
b) The average dividend yield from energy sector stocks on the IDX
approaches 10%, whereas distributing only 40%, the yield is
approximately 6%, considered relatively small compared to the risks
faced by investors.
Answer : For the Dividend Payout Ratio (DPR) in 2022 was 50%. This year, the
Company has allocated a dividend of 40% due to the need for Capex in
2024 to anticipate the multi projects that the Company is poised to
acquire for further business expansion. In terms of Dividend Per Share
(DPS), there has been an increase, with it being Rp7.45 in 2021, Rp25.8
in 2022, and Rp27.57 in 2023.
Names mentioned 22 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Indonesia Stock Exchange
p.2
unresolved
org
PT Datindo Entrycom
p.2
unresolved
person
Aulia Taufani
p.2
unresolved
org
Financial Services Authority
p.5
unresolved
org
Ministry of State Owned Enterprises. Meeting
p.5
unresolved
person
Nur Endro Buwono
· President Commissioner
p.5 ×4
unresolved
person
Lusiaga Levi Susila
· Independent Commissioner
p.5
unresolved
person
Wakhid Hasyim
· Commissioner
p.5
unresolved
person
Ariana Soemanto
· Commissioner
p.6 ×2
unresolved
person
Stanley Iriawan
p.6
unresolved
person
Endro Hartanto
p.6
unresolved
person
Arief Prasetyo Handoyo
p.6
unresolved
org
Ministry of Law and Human Rights
p.6
unresolved
org
Directorate General of Tax No. PER-
p.8
unresolved
org
Directorate General of Taxation
p.8
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