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20240516_NRCA_Ringkasan Risalah//Risalah RUPS_31640009_lamp3.pdf
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SUMMARY OF MINUTES OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT NUSA RAYA CIPTA Tbk ("COMPANY")
The Board of Directors of the Company hereby announces to the shareholders of the
Company that the Company has held an Annual General Meeting of Shareholders (the
“Meeting”) on Tuesday, May 14th, 2024, as the Minutes of the Meeting are contained in the
Deed of Minutes of the Annual General Meeting of Shareholders of PT Nusa Raya Cipta Tbk,
dated May 14th, 2024 Number 10, drawn up by Kumala Tjahjani Widodo, S.H., M.H., M.Kn.,
Notary in Jakarta, contains the following:
a. Place, Date and Time of the Meeting:
Day/date : Tuesday, May 14th, 2024
Time : 10.10 – 11.12 WIB
Place : Legian Room, Hotel Gran Meliá Jakarta
Jl. H.R. Rasuna Said Blok X-0 Kav. 4, Kuningan Jakarta 12950
b. Meeting Agenda:
1. Approval and ratification of the Board of Directors' Report regarding the
Company's business operations and the Company's financial administration for
the financial year ending on December 31st, 2023 as well as approval and
ratification of the Company's Financial Statements including the Balance Sheet
and Profit/Loss Calculation of the Company for the financial year ending on
December 31st, 2023 which has been audited by an Independent Public
Accountant, and approval of the Company's Annual Report for the financial year
ending on December 31st, 2023, including the report on the supervisory duties of
the Company's Board of Commissioners as well as providing full settlement and
discharge of responsibilities (acquit et de charge) to all members of the Board of
Directors and Board of Commissioners of the Company for the management and
supervisory actions that have been carried out in the financial year ending on
December 31st, 2023.
2. Approval of the planned use of the Company's net profit for the financial year
ending December 31st, 2023.
3. Changes and/or reappointment of members of the Board of Commissioners and
Directors of the Company.
4. Determination of salaries and allowances for members of the Board of Directors
and salaries or honoraria and allowances for members of the Company's Board of
Commissioners for the fiscal year 2024.
5. Appointment of an Independent Public Accountant to audit the Company's books
ending on December 31st, 2024 and granting authority to the Board of
Commissioners of the Company to determine the honorarium of the Independent
Public Accountant and other requirements for his appointment.
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6. Approval of the Plan for Adjusting Article 3 of the Company's Articles of
Association concerning Aims and Objectives and Business Activities with the 2020
Standard Classification of Indonesian Business Fields (KBLI).
c. Members of the Board of Commissioners and Directors present at the Meeting:
BOARD OF COMMISSIONERS
President Commissioner : Johannes Suriadjaja
Independent Commissioner : Firman Armensyah Lubis
DIRECTORS
President Director : Hadiwinarto Christanto
Vice President Director : Eddy Purwana Wikanta
Director : David Suryadhi
Director : Setiadi Djajasaputra
Director : Stefanus Irawan Gumulja
d. Number of shares with valid voting rights present at the Meeting: 1,997,419,101 (one
billion nine hundred ninety seven million four hundred nineteen thousand one hundred
and one) shares.
Percentage of the number of shares with valid voting rights: 82.64% (eighty two point six
four percent).
Whereas considering the agenda of this Meeting, the provisions for the quorum of
attendance as stipulated in Article 12 paragraph (1) letter (a) of the Company's Articles of
Association jo. Article 41 paragraph (1) letter (a) Financial Services Authority (OJK)
Regulation No. 15/POJK.04/2020 concerning the Plan and Implementation of the General
Meeting of Shareholders of a Public Company (hereinafter referred to as “POJK 15”) jo.
Article 86 paragraph (1) of Law no. 40 of 2007 concerning Limited Liability Companies
as partially amended by Law no. 6 of 2023 concerning Government Regulations in Lieu of
Law no. 2 of 2022 concerning Job Creation becomes Law ("UUPT"), for the first agenda up
to the fifth agenda, based on Article 12 paragraph (1) letter (a) of the Company's Articles
of Association, today's Meeting can be held if the Meeting is attended by the Company's
Shareholders who represent more than ½ (one half) of the total shares with valid voting
rights.
For the sixth agenda of the Meeting, based on Article 21 paragraph (1) of the Company's
Articles of Association, a meeting to amend the Company's Articles of Association can be
held if the Meeting is attended by the Company's Shareholders who represent more than
⅔ (two thirds) of the shares with valid voting rights.
Thus the quorum requirements for attendance have been met and the Meeting can be
held to discuss all the Meeting agenda and have the right to take legal and binding
decisions in relation to all the Meeting agenda.
e. In the Meeting, you are given the opportunity to ask questions and/or provide opinions
regarding each Meeting Agenda.
f. Number of Shareholders who ask questions and/or provide opinions regarding the
Meeting Agenda with details:
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- First Agenda : No questions
- Second Agenda : No questions
- Third Agenda : No questions
- Fourth Agenda : No questions
- Fifth Agenda : No questions
- Sixth Agenda : No questions
g. Meeting decision-making mechanism:
- Meeting decisions are made by way of deliberation to reach a consensus. If
deliberation for consensus is not reached, then a vote will be held.
- Voting is done verbally, by raising hands for those who disagree or abstention. Those
who disagree or abstain votes are expected to submit their voting cards to the officer
to then count the number of shareholders who disagree or abstain.
- Every shareholder or his legal proxies has the right to vote. Each share entitles its
holder to cast one vote. If a shareholder owns more than one share, he or his legal
proxies are only required to cast one vote and the vote represents all the shares they
own.
- If the shareholder or his proxies have given his votes via e-Voting before the Meeting
is held in accordance with the applicable laws and regulations, then the shareholder
or his proxies are considered valid to attend the Meeting.
- Shareholder or his proxies who have registered through the eASY.KSEI system will
receive a link via email that has been registered by the shareholder or his proxies to
vote electronically.
- The abstention vote is deemed to have cast the same vote as the majority vote of the
Company's shareholders who voted, as regulated in Article 12 paragraph (13) of the
Articles of Association and Article 47 of POJK 15.
- If any shareholder or his legal proxies at the time of decision making leaves the room,
then the person concerned is deemed to have approved the decision of the Meeting.
- In accordance with the provisions of Article 12 paragraph (14) of the Company's
Articles of Association, the decisions of the Meeting will be taken based on
deliberation for consensus, in the event that a decision based on deliberation for
consensus is not reached, then in accordance with the provisions of Article 12
paragraph (14) of the Company's Articles of Association and Article 87 paragraph (2)
the Company Law, for the first agenda up to the fifth agenda, decisions will be taken
by voting based on the affirmative vote of more than ½ (one half) of the number of
votes legally cast in the Meeting. For the sixth agenda of the Meeting, based on Article
21 paragraph (1) of the Company's Articles of Association, decisions will be taken by
voting based on the affirmative vote of more than ⅔ (two thirds) of the number of
votes legally cast in the Meeting.
- All Meeting Resolutions taken and decided in the Meeting are binding on all
shareholders of the Company.
h. Results of decisions made by voting:
- First Agenda
Abstention vote : 70,200 votes or 0.0035% of all shares with voting rights
present at the Meeting.
Disagree votes : 0 votes or 0.0000% of all shares with voting rights
present at the Meeting.
Approving vote : 1,997,348,901 votes or 99.9965% of all shares with
voting rights present at the Meeting.
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- Second Agenda
Abstention vote : 70,800 votes or 0.0035% of all shares with voting rights
present at the Meeting.
Disagree votes : 180,100 votes or 0.0000% of all shares with voting rights
present at the Meeting.
Approving vote : 1,997,348,301 votes or 99.9965% of all shares with
voting rights present at the Meeting.
- Third Agenda
Abstention vote : 70,200 votes or 0.0035% of all shares with voting rights
present at the Meeting.
Disagree votes : 0 votes or 0.0000% of all shares with voting rights
present at the Meeting.
Approving vote : 1,997,348,901 votes or 99.9965% of all shares with
voting rights present at the Meeting.
- Fourth Agenda
Abstention vote : 75,800 votes or 0.0038% of all shares with voting rights
present at the Meeting.
Disagree votes : 20,000 votes or 0.0010% of all shares with voting rights
present at the Meeting.
Approving vote : 1,997,323,301 votes or 99.9952% of all shares with
voting rights present at the Meeting.
- Fifth Agenda
Abstention vote : 70,200 votes or 0.0035% of all shares with voting rights
present at the Meeting.
Disagree votes : 0 votes or 0.0000% of all shares with voting rights
present at the Meeting.
Approving vote : 1,997,348,901 votes or 99.9965% of all shares with
voting rights present at the Meeting.
- Sixth Agenda
Abstention vote : 70,200 votes or 0.0035% of all shares with voting rights
present at the Meeting.
Disagree votes : 5,000 votes or 0.0003% of all shares with voting rights
present at the Meeting.
Approving vote : 1,997,343,901 votes or 99.9962% of all shares with
voting rights present at the Meeting.
i. Meeting Resolutions:
First Agenda : approved by 1,997,419,101 votes or 100% of the total number of shares
present, with the decision:
Approve and ratify the Board of Directors' Report regarding the Company's business
operations and the Company's financial administration for the financial year ending on
December 31st, 2023 as well as approval and ratification of the Company's Financial
Statements including the Balance Sheet and Profit/Loss Calculation of the Company for
the financial year ending on December 31st, 2023 which has been audited by an
Independent Public Accountant, and approval of the Company's Annual Report for the
financial year ending on December 31st, 2023, including the report on the supervisory
duties of the Company's Board of Commissioners as well as providing full settlement and
discharge of responsibilities (acquit et de charge) to all members of the Board of Directors
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and Board of Commissioners of the Company for the management and supervisory
actions that have been carried out in the financial year ending December 31st, 2023.
Second Agenda: approved by 1,997,419,101 votes or 100% of the total number of shares
present, with the decision:
1. Approved the use of the Company's net profit, which is recorded in the heading
“Current Year Profit Attributable to Owners of the Parent Entity”, for the financial
year ended December 31st, 2023, amounting to Rp 99,508,807,639,- (ninety nine
billion five hundred eight million eight hundred seven thousand six hundred thirty
nine Rupiah) with the following details:
i. amounting to Rp 5,000,000,000.- (five billion Rupiah) is set aside as the
Company's reserve fund.
ii. amounting to Rp 70,095,271,976,- (seventy billion ninety five million two
hundred seventy one thousand nine hundred seventy six Rupiah) to be
distributed as cash dividends or in the amount of Rp 29 (twenty nine Rupiah)
per share, which will be paid to the Shareholders of the Company whose
names are recorded in the Register of Shareholders of the Company
(Recording Date) on May 28th, 2024 at 16.00 WIB.
2. To authorize the Board of Directors of the Company to carry out the payment of such
dividends and to take all necessary actions. Dividend payments will be made with due
observance of tax regulations, Indonesia Stock Exchange regulations and other
applicable capital market regulations.
With the Implementation Schedule for the Distribution of Cash Dividends as follows:
1. Share trading period containing Dividend Rights (Cum):
a. Trading on the Regular Market and Negotiation Market on May 22nd, 2024.
b. Trading on the Cash Market on May 28th, 2024.
2. Share trading period that does not contain Cash Dividend (Ex):
a. Trading on the Regular Market and Negotiation Market on May 27th, 2024.
b. Trading on the Cash Market on May 29th, 2024.
3. Cash Dividend payment date is June 11th, 2024.
Third Agenda: has been approved by 1,997,419,101 votes or 100% of the total number of
shares present, with the decision:
Approved to changes and/or reappointment of members of the Board of
Commissioners and Directors of the Company, for the next period which is effective as
of the closing of the Company's Meeting until the closing of the next Annual General
Meeting of Shareholders of the Company which will be held in 2027, so that the
composition of the members of the Company's Board of Commissioners and Directors
is as follows:
BOARD OF COMMISSIONERS
President Commissioner : Johannes Suriadjaja
Independent Commissioner : Herman Gunadi
DIRECTORS
President Director : Hadiwinarto Christanto
Vice President Director : Eddy Purwana Wikanta
Director : David Suryadhi
Director : Setiadi Djajasaputra
Director : Stefanus Irawan Gumulja
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Fourth Agenda: has been approved by 1,997,399,101 votes or 99.9990% of the total
number of shares present, with the decision:
1. Approved to determine the amount of honorarium for all members of the Company's
Board of Commissioners not more than Rp 210,000,000,- (two hundred ten million
Rupiah) per month before income tax is deducted and one Month Holiday Allowance,
by always taking into account the development of provisions in in the field of
manpower and taxation, which is effective as of the closing of the Company's Meeting
until the closing of the next Annual General Meeting of Shareholders of the Company
which will be held in 2025.
2. Give approval to delegate authority to the Company's Board of Commissioners, which
is effective as of the closing of the Company's Meeting until the closing of the next
Annual General Meeting of Shareholders of the Company which will be held in 2025,
in terms of determining the amount of salary, allowances and other facilities for
members of the Company's Board of Directors.
Fifth Agenda: approved by 1,997,419,101 votes or 100% of the total number of shares
present, with the decision:
1. Approved to delegate authority to the Company's Board of Commissioners to appoint
the Company's Independent Public Accountant who is registered with the OJK and has
a good reputation who will audit the Company's financial statements and books for
the financial year 2024 by meeting the criteria of a public accountant that has been
explained earlier in the Meeting and authorized the Company's Board of
Commissioners to determine the amount of honorarium for the Public Accounting
Firm and other requirements in connection with the appointment.
2. Granting power and authority to the Board of Commissioners to take all necessary
actions related to the implementation of the decisions mentioned above without any
exceptions.
Sixth Agenda: approved by 1,997,414,101 votes or 99.9997% of the total number of
shares present, with the decision:
1. Approve adjustment to the Article 3 of the Company's Articles of Association
concerning Aims and Objectives and Business Activities with the 2020 Standard
Classification of Indonesian Business Fields (KBLI), by rearranging the provisions of
Article 3 of the Company's Articles of Association.
2. Granting power and authority to the Board of Directors with the right of substitution
to take all actions related to the resolution of this meeting, including but not limited
to making or requesting all necessary deeds, letters and documents to be made,
appearing before the authorized officials and the Minister of Law and Human Rights,
including a Notary, submitting requests to the authorized parties/officials to obtain
approval and/or report the matter to the Minister of Law and Human Rights and other
authorized parties/officials as intended in the applicable laws and regulations.
Jakarta, May 14th, 2024
PT Nusa Raya Cipta Tbk
Names mentioned 9 people and organisations named in the text · linked when the evidence is strong
unresolved
person
Kumala Tjahjani Widodo
· Notaris
p.1
unresolved
org
Financial Services Authority
p.2
unresolved
org
Indonesia Stock Exchange
p.5
unresolved
org
Minister of Law and Human Rights
p.6 ×2
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