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20240515_TOTL_Ringkasan Risalah//Risalah RUPS_31638923_lamp2.pdf
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SUMMARY NOTICE OF
THE ANNUAL GENERAL MEETING OF
SHAREHOLDERS
The Board of Directors of PT TOTAL BANGUN PERSADA Tbk (”Company”) hereby
announced that the Company has convened The Annual General Meeting of Shareholders
(AGM) started at 10.18 WIB to 11.01 WIB, on Wednesday, May 14, 2024 at TOTAL
Building 8th Floor, Jalan Letnan Jenderal Siswondo Parman number 106A, Jakarta 11440,
with the summary of the minutes as follows:
A. The Presence of the Board of Commissioners and the Board of Directors
Board of Commissioners
1. Mr. Ir. Reyno Stephanus Adhiputranto President Commissioner and
Independent Commissioner
2. Mr. Drs. Rusdy Daryono Independent Commissioner
3. Mrs. Liliana Komajaya, MBA Commissioner
4. Mr. Pinarto Sutanto Commissioner
5. Mr. Drs. Wibowo Commissioner
6. Mr. Rudi Suryajaya Komajaya, MSc, MBA Commissioner
Board of Directors
1. Mrs. Janti Komadjaja, MSc President Director
2. Mrs. Ir. Moeljati Soetrisno Director
3. Mr. Ir. Saleh, MM Director
4. Mr. Ir. Lio Sudarto, MM Director
5. Mr. Ir. Rasyid Daulay, MT Director
B. Attendance Quorum
The meeting was attended by shareholders and / or their proxies who were presented and / or
represented either through eASY.KSEI or physically presented at the Meeting totaling
2,184,928,015 shares which constitute 64.07% of the 3,410,000,000 shares which represents
all issued shares by the Company, therefore the provisions regarding the Meeting quorum as
stipulated in Clause 14 paragraph 2 number 1 letter (a) of the Company's Articles of
Association, Clause 86 paragraph (1) of Law number 40 of 2007 concerning Limited Liability
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Companies (UUPT) and Clause 41 paragraph 1 letter (a) of Financial Services Authority
Regulation No. 15/POJK.04/2020 regarding Plan and Organizing of the General Meeting of
Shareholders of the Public Company (POJK Number 15/2020), has been fulfilled.
C. Question and Answer and/or Provide an Opinion
Shareholders and / or their proxies who attended the Meeting physically or electronically
through eASY.KSEI application were given the opportunity to ask questions, share opinions,
proposals and / or suggestions relating to the agenda of the Meeting being discussed.
With a mechanism for shareholders and/or their proxies who were physically present at the
Meeting by raising their hands and submitting a question form, while for shareholders and/or
their proxies who were present electronically by writing in the "Electronic Opinions" chat
feature.
There were no shareholders who were present through the eASY.KSEI application that asked
questions in the First Agenda of the Meeting.
D. Mechanism of Decision Making
The decision-making mechanism was carried out verbally by asking shareholders and / or
their proxies who were physically present at the Meeting to raise their hands for those who
voted against and abstained, those who voted agree were not asked to raise their hands.
Shareholders and/or their proxies who were present electronically were able to vote through
the E-Meeting Hall screen on the eASY.KSEI application.
Abstain votes are considered to have casted the same votes as the majority of the shareholders
who casted their votes.
E. Resolutions of AGMS
I. Meeting Agenda #1
Approval of the Company’s Annual Report including the Supervisory Duty Report
of the Board of Commissioner as well as to ratify of the Company’s Consolidated
Financial Statements for the Financial Year ended on December 31, 2023.
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Voting Result:
- Disagree Votes : 100 shares
- Abstain Votes : 78,376,915 shares
- Total APPROVED Votes : 2,184,927,915 shares
or represented 99.99% of the total votes presented at the Meeting;
Decision:
1. Accepted and approved the annual report of the Company including the report
of the Board of Directors and the report on the supervisory duties of the Board
of Commissioners as well as the ratification of the Company's consolidated
financial statements ending on December 31, 2023 which have been audited by
the Public Accounting Firm (KAP) Hadori Sugiarto Adi & Rekan as an
independent auditor with “unmodified fair" opinion.
2. Provided full release and discharge of responsibility (acquit et de charge) to all
members of the Board of Directors and members of the Board of
Commissioners of the Company for the managerial and supervisory actions that
had been carried out during the 2023 financial year, as long as these actions are
reflected in the Annual Report and Financial Statements of the Company.
II. Meeting Agenda #2
Approval for plans to use the net profit for the financial year 2023.
Voting Result:
- Disagree Votes : 100 shares
- Abstain Votes : 78,388,775 shares
- Total APPROVED Votes : 2,184,927,915 shares
or represented 99.99% of the total votes presented at the Meeting;
Decision:
The use of net profit of the current year of the Company for the financial year ended on
December 31, 2023 as follows:
1. Determined the distribution of dividends in the amount of Rp. 136,400,000,000,-
(One Hundred Thirty Six Billion Four Hundred Million Rupiah) or approximately
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79% (three hundred seventy two percent) of the net profit of the parent entity which
will be distributed in the form of cash dividends to shareholders, whose names are
recorded in the Company's Shareholders Register on May 28, 2024 at 16.00 West
Indonesia Time ("Recording Date") or Rp. 40,- (Forty Rupiah) per share as of the date
of this Meeting, with due observance of the Indonesian Stock Exchange regulations
for shares trading on the Indonesia Stock Exchange, provided that for the Company's
shares that are in collective custody, the provisions apply as follows:
- Cum Cash Dividend at the Regular and Negotiation Market on May 22, 2024;
- Ex Cash Dividend at the Regular and Negotiation Market on May 27, 2024;
- Cum Cash Dividend at the Cash Market on May 28, 2024;
- Ex Cash Dividend at the Cash Market on May 29, 2024.
Payment of cash dividends to eligible shareholders will be made no later than
June 14, 2024.
2. Gave the power to the Board of Directors of the Company to carry out
everything related to the distribution of the dividends mentioned above in
accordance with the prevailing laws and regulations.
III. Meeting Agenda #3
The appointment of a public accounting firm to perform audit for the fiscal year
that will end on December 31, 2024.
Voting Result:
- Disagree Votes : 100 shares
- Abstain Votes : 78,376,975 shares
- Total APPROVED Votes : 2,184,927,915 shares
or represented 99.99% of the total votes presented at the Meeting;
Decision:
Delegated the authority to the Company's Board of Commissioners to appoint a Public
Accounting Firm registered with the OJK that will audit the Company's books for the
financial year 2024, authorized the Company's Board of Commissioners to determine the
criteria for the Public Accounting Firm to audit the Company's financial statements for
the financial year 2024 in accordance with the provisions applicable, and authorized the
Board of Directors of the Company to determine the honorarium and other requirements
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for the Public Accountant Firm, this delegation of authority is due to the fact that the
Company is still conducting a selection process for the appointment of the Public
Accountant.
IV. Meeting Agenda #4
Determination of salary and other benefits for members of the Board of Directors
and honorarium for the Board of Commissioners.
Voting Result:
- Disagree Votes : 100 shares
- Abstain Votes : 78,388,775 shares
- Total APPROVED Votes : 2,184,927,915 shares
or represented 99.99% of the total votes presented at the Meeting;
Decision:
1. Delegated the authority to the Company's Board of Commissioners to
determine the salaries and other benefits of members of the Company's Board
of Directors.
2. Gave the authority to Main Shareholders to determine the salary or
honorarium and other benefits for members of the Board of Commissioners
with due observance of the proposals and recommendations of the Nomination
and Remuneration Committee to be subsequently determined by the Board of
Commissioners.
F. SCHEDULE AND PROCEDURES FOR CASH DIVIDEND
Cash Dividend Payment Schedule:
1. Cum Dividend in the regular and negotiation markets : May 22, 2024
2. Ex-Dividend in the regular and negotiation markets : May 27, 2024
3. Cum Dividend in cash market : May 28, 2024
4. Ex-Dividend in cash market : May 29, 2024
5. Recording Date for those entitled to the dividend : May 28, 2024
6. Payment of Dividend : No later than June 14, 2024
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Cash Dividend Payment Procedures
1. This notice is an official notification from the Company and the Company does not
issue a special notification to Shareholders.
2. Shareholders that are entitled to the cash dividend are shareholders whose names are
registered in the Register of Shareholders on May 28, 2024, until 16:00 WIB.
3. Shareholders whose names have been recorded in the Collective Custody of Indonesian
Central Securities Depository, PT. (“KSEI”), dividend payments are made by the
Company through KSEI and KSEI will distribute to the KSEI Account Holder
(Exchange Member and / or the Custodian Bank).
4. For all shareholders who still own share certificates or has not yet converted their shares,
cash dividend will be paid by check and can be taken by the relevant Shareholder at the
Company’s Office. Shareholders who prefer payment by way of Bank Transfer, is
expected to notify the bank’s name and bank account number to the Company at:
PT Total Bangun Persada Tbk
JL. Letjend. S. Parman Kav. 106, Jakarta 11440
Phone: (021) 5666999 (Hunting), Fax: (021)5663069
Email: totalbp@totalbp.com Website: http://www.totalbp.com
At the latest on May 28, 2024 until 16:00 WIB. Transfers can only be made to an
account in the same name as the name of the shareholders in the Shareholder Register.
5. Cash Dividend will be taxed in accordance with the taxation laws and regulations. The
amount of tax will be borne by the relevant shareholders and deducted from the amount
of cash dividend that becomes the right of the relevant shareholders.
6. In accordance with Law No. 36 of 2008 on the fourth amendment to Law No. 7 of 1983
on Income Tax and PER-24/PJ/2010 concerning Implementation Procedures of Double
Taxation Agreement, shareholders who are Non-resident Taxpayers will be subjected
to withholding tax at the rate of 20%, except for those who can meet the requirements
stated in Clause 26 paragraph 1a and submitted no later than May 28, 2024 at 16:00
WIB to the Company’s Share Registrar (BAE), namely: PT Adimitra Jasa Korpora,
Rukan Kirana Boutique Office, Jl. Kirana Avenue III Blok F3 No. 5, Kelapa Gading –
North Jakarta 14250, with phone number: (021) 29745222 or facsimile: (021)
29289961. If by the deadline stated above, the BAE has not yet received The Domicile
Certificate, then the cash dividend paid will be subjected to clause 26 income tax (Pph)
at the rate of 20%.
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Jakarta, May 16, 2024
PT Total Bangun Persada Tbk
Board of Directors
This notice has been posted on the PT Bursa Efek Indonesia website, the Company's
website www.totalbp.com, and the website of the PT Kustodian Sentral Efek Indonesia
Electronic General Meeting System facility ("eASY.KSEI")
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Names mentioned 20 people and organisations named in the text · linked when the evidence is strong
unresolved
person
Ir. Reyno Stephanus Adhiputranto
p.1
unresolved
person
Drs. Rusdy Daryono
p.1
unresolved
person
Liliana Komajaya
p.1
unresolved
person
Rudi Suryajaya Komajaya
p.1
unresolved
person
MSc
p.1
unresolved
person
Janti Komadjaja
p.1
unresolved
person
Ir. Lio Sudarto
p.1 ×2
unresolved
person
Ir. Rasyid Daulay
p.1
unresolved
org
Financial Services Authority
p.2
unresolved
org
Hadori Sugiarto Adi & Rekan
p.3
unresolved
org
Indonesia Stock Exchange
p.4
unresolved
org
PT Adimitra Jasa Korpora
p.6
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.7
unresolved
org
PT Kustodian Sentral Efek Indonesia Electronic General Meeting
p.7
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