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20240515_INTP_Ringkasan Risalah//Risalah RUPS_31639450_lamp2.pdf
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ANNOUNCEMENT OF
SUMMARY OF ANNUAL GENERAL MEETING OF SHAREHOLDERS AND
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Board of Directors of PT Indocement Tunggal Prakarsa Tbk, domiciled in South Jakarta
and addressed at Wisma Indocement Building 13th Floor, Jenderal Sudirman Street Lot
70-71, Rukun Tetangga 003, Rukun Warga 003, Setia Budi Sub-District, Setiabudi District,
South Jakarta (the “Company”), hereby announces the Summary of Annual General
Meeting of Shareholders financial year 2023 (“AGMS”) and Extraordinary General Meeting
Of Shareholders (“EGMS”) (the “Meeting”) as follows:
I. Date, Time, Venue and Agenda
- The AGMS was held on Tuesday, 14 May 2024, at 09.51 AM Western Indonesian
Time until 11.17 AM Western Indonesian Time, at Melati Room, Wisma Indocement
Building Ground Floor, Jenderal Sudirman Street Lot 70-71, Jakarta 12910; and
- The EGMS was held on Tuesday, 14 May 2024, at 11.35 AM Western Indonesian
Time until 11.55 AM Western Indonesian Time, at Melati Room, Wisma Indocement
Building Ground Floor, Jenderal Sudirman Street Lot 70-71, Jakarta 12910.
AGMS’s Agenda:
1. Approval of the Company’s Annual Report including supervisory report of the Board
of Commissioners and ratification of the Company’s Consolidated Financial
Statements for financial year 2023.
2. Appropriation of the Company’s net profit for financial year 2023.
3. Appointment of public accountant and public accounting firm to audit the Company’s
book for financial year 2024.
4. Changes of the members of the management of the Company.
5. Determination of the salary and other allowances for the Board of Directors and
honorarium of the Board of Commissioners of the Company.
EGMS’s Agenda:
1. Approval of the transfer of the Company's Coal Mining Business License to the
Company's Subsidiaries.
2. Approval of the Company’s Shares Buyback.
II. The attendance of the Board of Commissioners and the Board of Directors
The AGMS was attended by:
Board of Commissioners:
President Commissioner : Kevin Gerard Gluskie
Vice President Commissioner/ : Tedy Djuhar
Independent Commissioner
Vice President Commissioner/ : Simon Subrata
Independent Commissioner
Independent Commissioner : Franciscus Welirang
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Commissioner : Juan Francisco Defalque
Commissioner : Franciscus Xaverius Sutijastoto
(on the identity card written as
F.X. Sutijastoto)
Board of Directors:
President Director : Christian Kartawijaya
Vice President Director : Benny Setiawan Santoso
Director : Hasan Imer
Director : Troy Dartojo Soputro
Director : David Jonathan Clarke
Director : Oey Marcos
Director : Holger Mørch
The EGMS was attended by:
Board of Commissioners:
President Commissioner : Roberto Callieri
Vice President Commissioner/ : Tedy Djuhar
Independent Commissioner
Vice President Commissioner/ : Simon Subrata
Independent Commissioner
Independent Commissioner : Franciscus Welirang
Commissioner : Juan Francisco Defalque
Commissioner : Kevin Gerard Gluskie
Board of Directors:
President Director : Christian Kartawijaya
Vice President Director : Benny Setiawan Santoso
Director : Hasan Imer
Director : Troy Dartojo Soputro
Director : David Jonathan Clarke
Director : Oey Marcos
Director : Holger Mørch
III. Attendance of Independent Parties
The Meeting was attended by:
- Lukmanul Arsyad and Chandra Kusuma Putra from Public Accounting Firm
“Tanudiredja, Wibisana, Rintis and Partner” (a member of the
PricewaterhouseCoopers network).
- Deni Thanur S.E., S.H., M.Kn., Notary.
- Harsoyo from PT Raya Saham Registra.
- Diah Irianti, as the Independent Representative of Shareholders.
IV. Total and percentage of shareholders’ attendance
- The AGMS was attended by the shareholders or their legitimate proxies amounting
to 2,911,242,684 (two billion nine hundred eleven million two hundred forty two
thousand six hundred eighty four) shares or 84.849% (eighty four point eight four
nine percent) of 3,681,231,699 (three billion six hundred eighty one million two
hundred thirty one thousand six hundred ninety-nine) total shares minus the shares
controlled by the Company due to the Company’s shares buyback amounting to
250,158,300 (two hundred fifty million one hundred fifty-eight thousand three
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hundred) shares. In accordance with Company’s Register of Shareholders on
19 April 2024 until 4.00 PM Western Indonesian Time.
- The EGMS was attended by the shareholders or their legitimate proxies amounting to
2,910,787,484 (two billion nine hundred ten million seven hundred eighty seven
thousand four hundred eighty four) shares or 84.836% (eighty four point eight three
six percent) of 3,681,231,699 (three billion six hundred eighty one million two hundred
thirty one thousand six hundred ninety-nine) total shares minus the shares controlled
by the Company due to the Company’s shares buyback amounting to 250,158,300
(two hundred fifty million one hundred fifty-eight thousand three hundred) shares. In
accordance with Company’s Register of Shareholders on 19 April 2024 until 4.00 PM
Western Indonesian Time.
V. Providing opportunities to raise questions and convey opinions
In discussing each agenda of the Meeting, the shareholders were given the opportunity
to raise questions and/or convey opinions regarding the agenda of the Meeting.
VI. Mechanism of the resolution making
a. The resolution of the Meeting was made under deliberation of consensus
mechanism.
b. In the case that deliberations for consensus is failed to be reached, the resolution
shall be conducted by voting. Voting is carried out verbally by raising hands and
handling over the ballot cards for the shareholders or their legitimate proxies who
attend physically and for the shareholders or their legitimate proxies who attend the
Meeting electronically may cast their vote through Electronic General Meeting
System (“eASY.KSEI”) facility of KSEI.
VII. Questions, Results of voting and Resolutions of the Meeting
A. AGMS
1. 1st Agenda:
Number of shareholders who submit questions and/or convey opinions: none.
Voting Results:
Agree Disagree Abstain Total Agree Vote
2,871,840,468 340,800 39,061,416 2,910,901,884
or or or or
98.647% 0.012% 1.342% 99.988%
Resolutions:
1. To approve and accept the Annual Report of the Company, including the
supervisory report from the Board of Commissioners for financial year 2023.
2. To ratify the Company’s consolidated financial statements of the financial year
2023, which consist of the consolidated balance sheet and statement of income
and with its explanation which has been audited by the Public Accountant Firm
“Tanudiredja, Wibisana, Rintis dan Rekan” (a member of the
PricewaterhouseCoopers network) with “present fairly, in all material respects”,
pursuant to its letter number: 00333/2.1025/AU.1/04/1137-1/1/III/2024 dated
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21 March 2024, and declare that the consolidated financial statements of the
Company for the financial year 2023 have been submitted to the Otoritas Jasa
Keuangan and the Bursa Efek Indonesia on 21 March 2024 through the
Extensible Business Reporting Language in the integrated electronic reporting
system of the Otoritas Jasa Keuangan and the Bursa Efek Indonesia and has
been published on the Company's website remain of unchanged and therefore it
is not necessary to be published pursuant to Article 68 paragraph 4 Law Number
40 of 2007 concerning the Limited Liability Company and its amendments.
3. To give full acquittal and discharge (volledig acquit et de charge) to all members
of the Board of Directors and Board of Commissioners of the Company, for all
managerial and supervisory actions that has been conduct in the financial year
ended on 31 December 2023, as long as those actions are reflected in the annual
report and recorded in the Company’s consolidated financial statements for
financial year 2023, and not a criminal offense or breach of the prevailing laws
and regulations.
2. 2nd Agenda:
Number of shareholders who submit questions and/or convey opinions: none.
Voting Results:
Agree Disagree Abstain Total Agree Vote
2,876,956,168 571,100 33,715,416 2,910,671,584
or or or or
98.822% 0.020% 1.158% 99.980%
Resolutions:
To approve the appropriation of the Company’s net profit for the year 2023 that
attributable to the owner of the parent company of the Company in the amount of
Rp1,950,265,027,950 (one trillion nine hundred fifty billion two hundred and
sixty-five million twenty seven thousand nine hundred fifty Rupiah) as follows:
a. Distribute cash dividends to the Company's shareholders in the amount of Rp90
(ninety Rupiah) per 1 (one) share, without taking into account the number of
shares controlled by the Company due to the repurchase of shares by the
Company (treasury share), with the total dividend value of Rp308,796,605,910
(three hundred eight billion seven hundred ninety-six million six hundred
five thousand nine hundred ten Rupiah).
b. The remaining net profit for the 2023 financial year after the distribution of the cash
dividend will be recorded as part of the undetermined retained earnings balance.
c. The Shareholders who are entitled to receive the dividend are those whose names
are registered in the Company’s Register of Shareholders on Tuesday, 28 May
2024 at 4:00 PM Western Indonesian Time.
d. Grant authorization and proxy to the Company’s Board of Directors with
substitution rights to decide on schedule including term and condition of dividend
payout to the Shareholders duly eligible based on the regulation of the Indonesia
Stock Exchange, cum dividend period for regular market and negotiation market
on Wednesday, 22 May 2024 and its ex-dividend on Monday, 27 May 2024.
Meanwhile cum dividend for cash market on Tuesday, 28 May 2024 and its ex-
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dividend on Wednesday, 29 May 2024. Dividend payment shall be distributed
starting Friday, 14 June 2024. Tax for cash dividend will be applied according to
Indonesian taxation regulation.
3. 3rd Agenda:
Number of shareholders who submit questions and/or convey opinions: none.
Voting Results:
Agree Disagree Abstain Total Agree Vote
2,852,299,738 25,227,530 33,715,416 2,886,015,154
or or or or
97.975% 0.867% 1.158% 99.133%
Resolutions:
1. To appoint Public Accountant and Public Accounting Firm "Tanudiredja,
Wibisana, Rintis dan Rekan" (a member of the PricewaterhouseCoopers
network) or new name which will replace the name of Public Accounting Firm
“Tanudiredja, Wibisana, Rintis dan Rekan” in the future, and Lukmanul Arsyad as
Public Accountant or other partner appointed by Public Accounting Firm
"Tanudiredja, Wibisana, Rintis dan Rekan " to audit the Company's book for the
financial year 2024.
2. To authorize the Board of Directors to determine the fee or honorarium of the
public accounting firm as well as any requirement related to the appointment of
such public accounting firm.
3. To authorize the Board of Commissioners to re-appoint the substitute of the
Public Accounting Firm in case of such appointed Public Accounting Firm is
unable to perform its duties based on the capital market regulations in Indonesia.
4. 4th Agenda:
Number of shareholders who submit questions and/or convey opinions: none.
Voting Results:
Agree Disagree Abstain Total Agree Vote
2,749,541,729 127,985,539 33,715,416 2,783,257,145
or or or or
94.446% 4.396% 1.158% 95.604%
Resolutions:
1. To approve and accept the resignation of Kevin Gerard Gluskie as the President
Commissioner of the Company effective as of the closing of this Meeting,
accompanied with gratitude for his services during his tenure as the President
Commissioner of the Company, and appointed Roberto Callieri to replace Kevin
Gerard Gluskie as a President Commissioner of the Company as of the closing of
this Meeting, for the remaining term of office of Kevin Gerard Gluskie.
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2. To approve the appointment of Kevin Gerard Gluskie as a Commissioner of the
Company as of the closing of this Meeting.
3. To approve the re-appointment of member of the Board of Commissioners and
member of the Board of Directors, including member of the Independent
Commissioners whose term of office end at the closing of this Meeting, except for
Franciscus Xaverius Sutijastoto (F.X. Sutijastoto).
Thus, composition of the Board of Commissioners and Board of Directors as of
the closing of this Meeting up to the closing of the Company’s Annual General
Meeting of Shareholders for financial year 2026, to be convened in 2027, except
for Roberto Callieri, will be ended until the closing of the Company’s Annual
General Meeting of Shareholders for financial year 2025 to be convened in year
2026, and David Jonathan Clarke, will be ended until the closing of the
Company’s Annual General Meeting of Shareholders for financial year 2024 to be
convened in 2025 are as follows:
BOARD OF COMMISSIONERS BOARD OF DIRECTORS:
- President : Roberto Callieri - President : Christian
Commissioner Director Kartawijaya
- Vice President : Tedy Djuhar - Vice : Benny Setiawan
Commissioner President Santoso
/Independent Director
Commissioner
- Vice President : Simon Subrata - Director : Hasan Imer
Commissioner
/Independent
Commissioner
- Independent : Franciscus - Director : Troy Dartojo
Commissioner Welirang Soputro
- Commissioner : Juan Francisco - Director : David Jonathan
Defalque Clarke
- Commissioner : René Samir - Director : Oey Marcos
Aldach
- Commissioner : Kevin Gerard - Director : Holger Mørch
Gluskie
4. To give authorization to the Board of Directors or Corporate Secretary of the
Company, with the rights of substitution, to restate the resolution concerning the
changes of the members of management of the Company before a Notary, and to
notify such appointment to the Ministry of Law and Human Rights of the Republic
of Indonesia, and for such purpose to do all actions in accordance with the
prevailing laws and regulations.
5. 5th Agenda:
Number of shareholders who submit questions and/or convey opinions: none.
Voting Results:
Agree Disagree Abstain Total Agree Vote
2,818,268,949 59,080,319 33,893,416 2,852,162,365
or or or or
96.806% 2.029% 1.164% 97.971%
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Resolutions:
1. To authorize the Board of Commissioners of the Company to determine the salary
and other allowances of the Board of Directors of the Company for year 2024.
2. Determined the total annual honorarium of the Board of Commissioners of the
Company for year 2024 as the same as the total honorarium paid in year 2023 and
such total annual honorarium of the Board of Commissioners shall not exceed 10%
(ten percent) of the total remunerations of the Board of Directors.
B. EGMS
1. 1st Agenda:
Number of shareholders who submit questions and/or convey opinions: none.
Voting Results:
Agree Disagree Abstain Total Agree Vote
2,637,558,543 250,937,238 22,291,703 2,659,850,246
or or or or
90.613% 8.621% 0.766% 91.379%
Resolutions:
1. To approve diversion or transfer of the Company's Coal Production Operation
Mining Business License Number 503/3-IUP.OP4/DPMPTSP/IV/X/2019 dated
21 October 2019 which is valid from 20 April 2019 to 20 April 2029, located in
Kelumpang Hilir District, Kotabaru Regency, South Kalimantan, to subsidiary of
the Company, namely PT MAKMUR ABADI PERKASA MANDIRI, domiciled in
South Jakarta and having its address at Wisma Indocement 8 th Floor, Jenderal
Sudirman Street Lot 70-71, Setia Budi Sub-District, Setiabudi District, South
Jakarta.
2. To approve the granting of power of attorney to the Board of Directors or
Corporate Secretary with the right of substitution to take all actions related to the
resolution of this Meeting, in accordance with the prevailing regulations, including
to restate this Meeting resolutions before a notary.
2. 2nd Agenda:
Number of shareholders who submit questions and/or convey opinions: none.
Voting Results:
Agree Disagree Abstain Total Agree Vote
2,644,606,923 243,888,945 22,291,616 2,666,898,539
or or or or
90.855% 8.379% 0.766% 91.621%
Resolutions:
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1. To approve the Company’s Shares Buyback with the term as determine in
Disclosure of Information dated 5 April 2024. In the event the Company’s Board of
Directors deem it necessary to extend the Company’s Shares Buyback, it will be
executed as long as it is complied with the prevailing regulation and the Board of
Directors shall coordinate with Otoritas Jasa Keuangan and Bursa Efek Indonesia.
2. To approve the granting of power of attorney to the Board of Directors or
Corporate Secretary with the right of substitution to take all actions related to the
resolution of this Meeting, in accordance with the prevailing regulations, including
to restate this Meeting resolutions before a notary.
VIII. Implementation of Cash Dividend Payment
Payment Schedule of Cash Dividend:
1. Cum dividend in regular market and negotiation : Wednesday, 22 May 2024
2. Ex-dividend in regular market and negotiation : Monday, 27 May 2024
3. Cum dividend in cash market : Tuesday, 28 May 2024
4. Ex-dividend in cash market : Wednesday, 29 May 2024
5. Recording date entitled for dividend : Tuesday, 28 May 2024
6. Payment of Dividend : Friday, 14 June 2024
Payment Procedure for the Cash Dividend:
a. The shareholders who are entitled for dividend are the shareholders who are
recorded in the Company’s List of Shareholders as of Tuesday, 28 May 2024 at
04.00 PM Western Indonesian Time. Dividend payments are made through bank
transfer.
b. For shareholders whose shares are recorded in the collective custody of Custodian
Central Securities Depository (“KSEI”) will receive the dividend through the holders
of the accounts at KSEI.
c. For shareholders who hold script shares and request that their dividend payment
shall be transferred to their bank account, kindly inform through letter with stamp
duty Rp10.000 by stating the name, address, and bank account number in the name
of shareholders to the Company’s Securities Administration Bureau (“BAE”) with
address as follows:
PT Raya Saham Registra
Gedung Plaza Sentral, 2nd floor
Jl. Jenderal Sudirman Kav. 47-48, Jakarta 12930
Telp: 021-2525666 Fax: 021-2525028
The letter must have been received by Company’s BAE no later than Tuesday,
28 May 2024 at 04.00 PM Western Indonesian Time.
d. The dividends to be paid are subjects to tax in accordance with the applicable tax
provisions in Indonesia.
e. For shareholders of the Company who are domestic taxpayers, both individuals and
entities, the provisions in accordance with Government Regulation number 9 of 2021
concerning Tax Treatment to Support the Ease of Doing Business and Regulation of
the Minister of Finance number 18/PMK.03/2021 concerning the Implementation of
Law number 11 of 2020 concerning Job Creation in the Field of Income Tax, Value
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Added Tax and Sales Tax on Luxury Goods, as well as General Provisions and Tax
Procedures, the Final Dividend is not deducted from Income Tax (PPh) for:
i) Domestic Individual Taxpayer provided that the Final Dividend must be invested
in the territory of the Republic of Indonesia within a certain period of time. If the
Individual Taxpayer does not meet these requirements, then the Income Tax
(PPh) payable on the Final Dividend must be paid by the domestic Individual
Taxpayer himself as regulated in Article 40 of the Regulation of the Minister of
Finance number 18/PMK.03/2021.
ii) Domestic Corporate Taxpayer.
f. For shareholders of the Company who are foreign taxpayers, whose countries have
a Double Tax Avoidance Agreement (P3B) with the Republic of Indonesia and
request that their tax applications be adjusted to these provisions, please
send/submit original of Certificate of Domicile (“COD”) in the form of (1) Original
DGT Form and/or COD issued by the authorized official in their country to KSEI’s
account holders; or (2) Receipt of Submission of DGT Form based on the prevailing
taxation provisions in the Republic of Indonesia, complete with a copy of the DGT
Form and/or COD to KSEI if the document will be used for several companies in
Indonesia. The conditions for submitting COD Forms are as follows:
i) For shareholders who hold script shares, the original COD shall be sent to
BAE at the latest Tuesday, 28 May 2024;
ii) For scriptless shareholders, the original COD is sent to KSEI’s account
holders according to KSEI regulations before Friday, 31 May 2024 at
12.00 AM Western Indonesian Time;
iii) KSEI account holders are required to submit COD Receipts from DJP Online,
no later than Friday, 31 May 2024 at 04.00 PM Western Indonesian Time
in accordance with KSEI regulations. If until the deadline specified by KSEI
Online COD and DJP Receipts have not yet been received, the dividend paid
will be subject to withholding tax of 20%.
Jakarta, 15 May 2024
PT Indocement Tunggal Prakarsa Tbk.
Board of Directors
Names mentioned 27 people and organisations named in the text · linked when the evidence is strong
unresolved
person
Deni Thanur S.E.
p.2
unresolved
org
PT Raya Saham Registra.
p.2 ×2
unresolved
org
Rintis dan Rekan
p.3 ×4
unresolved
org
Indonesia Stock Exchange
p.4
unresolved
person
Kartawijaya
· Director
p.6
unresolved
person
Welirang
· Commissioner
p.6
unresolved
person
Ren
· Commissioner
p.6
unresolved
org
Ministry of Law and Human Rights
p.6
unresolved
org
PT MAKMUR ABADI PERKASA MANDIRI
p.7
unresolved
org
Minister of Finance
p.8 ×2
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