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20240513_PBID_Ringkasan Risalah//Risalah RUPS_31638403_lamp1.pdf
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NOTICE OF MINUTES OF MEETING
ANNUAL GENERAL MEETING OF SHAREHOLDERS
The Board of Directors of PT Panca Budi Idaman Tbk (hereinafter referred to as the “Company”) hereby
notifies the Shareholders of the Company, which was held on Monday, 13 May 2024. The Annual
General Meeting of Shareholders was held electronically in accordance with the Financial Services
Authority Regulation Number: 16/ POJK.04/2020 concerning the Implementation of the General Meeting
of Shareholders of Public Companies Electronically, (hereinafter referred to as the “Meeting”), as follow:
Day/Date : Monday, 13 May 2024
Time : 14.04 WIB – 14.53 WIB
Place : The Ritz-Carlton Jakarta, Pacific Place 8th floor
Pacific Place meeting room 123 (PPM 123)
Jl. Jendral Sudirman Kav. 52 – 53 Jakarta, Indonesia
Mechanism : Meetings electronically with the eASY.KSEI application
The Meeting’s summaries are as follows:
Meeting’s Agenda
1. Approval and ratification of the Consolidated Financial Statements and Annual Report, including the
Directors’ Accountability Report and the Board of Commissioners' Oversight Report for the fiscal year
ended on December 31, 2023.
2. Determination of the Use of the Company's Net Profit for the 2023 Fiscal Year.
3. Appointment of the Company's Public Accountants for the 2024 financial year.
4. Determination of the amount of salary, honorarium, and bonuses for members of the Company's
Directors and the Board of Commissioners.
5. Approval to split the nominal value of shares ("Stock Split") by changing the provisions in Article 4
paragraphs 1 and 2 of the Company's Articles of Association.
A. Members of the Company’s Board of Commissioners and Directors who attended the Meeting:
Commissioner : Makmur Darmo
President Director : Djonny Taslim
Director : Vicky Taslim
Director : Tan Hendra
Director : Lukman Hakim
B. Attendance of the Meeting
The Meeting was attended by shareholders and/or authorized shareholders who represented
1.601.738.010 shares out of 1,875,000,000 total shares or 85,43%, which were shares with valid
voting rights issued by the Company.
C. Opportunities to Ask Questions and/or Opinions
During the Meeting, the opportunity to ask questions and/or give opinions regarding each agenda at
the Meeting was given. There were no shareholders who asked questions and/or give opinions.
D. Mechanisms for the Meeting’s Decision Making and Voting Results
Resolutions of the Meeting were held by deliberation to reach consensus. If deliberations for
consensus were not reached, then voting would be carried out.
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E. Voting Results
The voting results which include eVoting votes from the KSEI system are as follows:
Agenda Agree Disagree Abstain
Agenda 1 1.601.553.610 shares 184.400 shares or 0 shares or 0,00%
or 99,99% 0,01%
Agenda 2 1.601.553.410 shares 184.400 shares or 200 shares or 0,00%
or 99,99% 0,01%
Agenda 3 1.601.553.410 shares 184.400 shares or 200 shares or 0,00%
or 99,99% 0,01%
Agenda 4 1.601.552.910 shares 184.900 shares or 200 shares or 0,00%
or 99,99% 0,01%
Agenda 5 1.601.396.010 shares 341.800 shares or 200 shares or 0,00%
or 99,98% 0,02%
F. Meeting’s Resolutions
The results of the Meeting’s Resolutions are as follows:
First Agenda Meeting
Approved and ratified the Company’s Annual Report for the financial year 2023 including the Annual
Report of the Board of Directors and the Supervisory Task Report of the Board of Commissioners of
the Company as well as ratifying the Company’s Financial Statements for the financial year 2023,
which has been audited by the Public Accounting Firm “Paul Hadiwinata, Hidajat, Arsono, Retno,
Palilingan and Partners,” as stated in his report No. 00202/2.1133/AU.l/04/1669-4/1/III/2024 dated
March 7, 2024 with the opinion “Fairly in all material respects,” thus clearing members of the Board
of Directors and the Board of Commissioners of the Company from their responsibility and all
liabilities (acquit et de charge) for the management and supervision actions that the Directors and the
Board of Commissioners carried out during the financial year 2023, as long as their actions are stated
in the Company’s financial statements for the financial year 2023.
Second Agenda Meeting
1. Approved the use of the Company’s profits that can be attributed to the owners of the Company
for the financial year 2023, amounting to Rp 374.153.078.088,00 with the following details:
A. Amount of Rp 300.000.000.000,00 was determined as cash dividends or in the amount of
Rp160.00 per share.
B. Rp 3,000,000,000 was determined as reserve funds to meet the provisions of Article 70 of the
limited liability company law.
C. The remainder was determined as retained earnings.
2. Approval to grant power and authority to the Directors of the Company with substitution rights to
determine the schedule and procedures for dividend distribution for fiscal year 2023 and
announced it in accordance with applicable regulations.
Third Agenda Meeting
Approval to authorize the Board of Commissioners to appoint a Public Accountant to audit the
Company's Financial Statements for the financial year 2024 and gave the Board of Commissioners
the authority to determine the honorarium of the Public Accountant and other conditions of the
appointment, and to appoint a substitute Public Accountant if the appointed Public Accountant, for
whatever reason, cannot complete the audit task of the Company's Financial Statements for the
financial year 2024, provided that in making the appointment of the Public Accountant, the Board of
Commissioners must heed the recommendations of the Company's Audit Committee, and meet the
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criteria set out in POJK No. 13/POJK.03/2017 concerning the Use of Public Accountant Services and
Public Accountant Offices in Financial Services Activities.
Fourth Meeting Agenda
1. Approved the delegation of authority to the Company's Board of Commissioners to determine the
amount of salary and benefits and/or other incomes from members of the Directors of the
Company for the financial year 2024.
2. Approved the honorarium and other benefits of members of the Board of Commissioners of the
Company for the financial year 2024 is at least the same as the financial year 2023.
Fifth Agenda Meeting
1. Approve the split of the nominal value of shares ("Stock Split"), namely 1 (one) old share with a
nominal value of Rp. 100.00 (one hundred Rupiah) per share into 4 (four) new shares with a new
nominal value of Rp. 25.00 (twenty five Rupiah) per share, thus:
• the number of Company shares that have been issued by the Company was originally
1,875,000,000 shares with a nominal value of Rp. 100.00 (one hundred Rupiah) per share will
increase to 7,500,000,000 shares with a nominal value of Rp. 25.00 (twenty five Rupiah) per
share.
• The number of shares in the Company's Authorized Capital from 6,000,000,000 shares, each
share with a nominal value of IDR 100.00 (one hundred Rupiah) to 24,000,000,000 shares, each
share with a nominal value of IDR 25.00 (twenty five Rupiah).
By splitting the nominal value of the shares (stock split), Article 4 paragraphs 1 and 2 of the
Company's Articles of Association are amended .
Henceforth, Article 4 paragraphs 1 and 2 of the Company's Articles of Association shall read as follows:
CAPITAL
Article 4
1. The authorized capital of this Company is IDR 600,000,000,000,- divided into 24,000,000,000 shares,
each share has a nominal value of IDR 25.00 (twenty five Rupiah).
2. From the Authorized Capital, a total of 7,500,000,000 shares have been placed and subscribed and
fully paid up, each with a nominal value of Rp. 25.00 (twenty five Rupiah) with a total nominal value of Rp.
187,500,000,000.-.
2. In connection with the split of the nominal value of shares (stock split), the Board of Directors of the
Company authorizes the Company's Directors with the right of substitution to carry out all actions
necessary to carry out the split of the nominal value of shares, including arranging the procedures and
schedule for implementing the nominal value of shares, and stating in notarial deed regarding changes to
Article 4 paragraphs 1 and 2 of the Company's articles of association, and submit to the authorized
agency to obtain approval and/or receipt of notification of changes to Article 4 paragraphs 1 and 2 of the
Articles of Association and do everything deemed necessary and useful for these needs.
G. Schedule and Procedures for the Distribution of Cash Dividends for Fiscal Year 2023
In accordance with the decision of the Second Agenda Meeting as mentioned above, where the
Meeting has decided to pay cash dividends to the Company's shareholders in the amount of
Rp300.000.000.000,00 or Rp 160.00 per share and authorized the Board of Directors to determine
the schedule and procedure for dividend distribution for fiscal year 2023 according to the applicable
regulations.
In connection with this matter, it is hereby notified of the schedule and procedures for distribution of
cash dividends for fiscal year 2023 as follows:
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Schedule for Cash Dividend Distribution:
NO DESCRIPTION DATE
1. End of Stock Trading Period with Dividend Rights (Cum Dividend)
• Regular and Negotiation Markets : 21 May 2024
• Cash Market : 27 May 2024
2. Early Trading Periods of Stocks Without Dividend Rights (Ex Dividends)
• Regular and Negotiation Markets : 22 May 2024
• Cash Market : 28 May 2024
3. Date of List of Shareholders entitled to Dividend (Recording Date) : 27 May 2024
4. Cash Dividend Payment Date : 6 June 2024
Procedures for Distribution of Cash Dividends:
1. Cash Dividends will be distributed to Shareholders whose names are registered in the Company's
Register of Shareholders ("DPS") or recording date on May 27 2024 and/or company share owners in
securities sub-accounts at PT Kustodian Sentral Efek Indonesia ("KSEI" ) at the close of trading on May
27, 2024.
2. For Shareholders whose shares are placed in KSEI's collective custody, cash dividend payments will
be made through KSEI and will be distributed on June 6 2024 into the Customer Fund Account (RDN) at
the securities company and/or custodian bank where the Shareholder opened a securities account.
Meanwhile, for Shareholders whose shares are not included in KSEI's collective custody, cash dividend
payments will be transferred to the Shareholder's account.
3. Cash dividends will be taxed in accordance with applicable tax laws and regulations.
4. Based on applicable tax laws and regulations, cash dividends will be excluded from taxation if they are
received by domestic corporate taxpayer shareholders ("DN Corporate Taxpayers") and the Company
does not withhold Income Tax on cash dividends paid to Taxpayers. The DN Agency. Cash dividends
received by domestic individual taxpayer shareholders ("WPOP DN") will be exempt from tax as long as
the dividends are invested in the territory of the Unitary State of the Republic of Indonesia. For DN
WPOPs who do not meet the investment requirements as stated above, the dividends received by the
person concerned will be subject to income tax ("PPh") in accordance with the applicable statutory
provisions, and the PPh must be paid by the DN WPOP concerned themselves in accordance with with
the provisions of Government Regulation no. 9 of 2021 concerning Tax Treatment to Support Ease of
Doing Business.
5. The Company's shareholders can obtain confirmation of dividend payments through a securities
company and/or custodian bank where the Company's shareholders open a securities account, then the
Company's shareholders must be responsible for reporting the receipt of said dividends in the tax
reporting for the relevant tax year in accordance with statutory regulations. applicable taxation.
6. Shareholders who are Overseas Taxpayers whose tax deductions will use rates based on the Double
Taxation Avoidance Agreement ("P3B") are required to fulfill the requirements of Director General of
Taxes Regulation No. PER25/PJ/2018 concerning Procedures for Implementing Double Taxation
Avoidance Agreements and submitting documents as proof of record or receipt of DGT/SKD which have
been uploaded to the Directorate General of Taxes' website to KSEI or BAE in accordance with KSEI
rules and regulations, without the said documents, cash dividends are paid will be subject to PPh article
26 of 20%.
Tangerang, 15 May 2024
PT Panca Budi Idaman Tbk
Board of Directors
Names mentioned 9 people and organisations named in the text · linked when the evidence is strong
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Financial Services Authority
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PT Kustodian Sentral Efek Indonesia
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Directorate General of Taxes'
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