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20240514_JAST_Ringkasan Risalah//Risalah RUPS_31638440_lamp2.pdf
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ANNOUNCEMENT
SUMMARY OF MINUTES OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT JASNITA TELEKOMINDO TBK.
("Company")
On Monday, May 13 2024 at Guntur Building, Jl. Thunder No. 45 Pasar Manggis, Setiabudi,
South Jakarta, the Company's Annual General Meeting of Shareholders was held.
The following is a summary of the Minutes of the Annual General Meeting of Shareholders
(AGMS):
A. Agenda:
1. Approval of the Annual Report and Annual Financial Report for the 2023
financial year.
2. Approval of the Use of Net Profit for the financial year ending December 31,
2023.
3. Appointment of a Public Accountant and/or Public Accounting Firm to
examine the Company's books for the financial year ending 31 December
2024 and determine the amount of honorarium and other requirements
relating to the appointment.
4. Changes in the Composition of the Board of Commissioners.
5. Realization Report on the Use of Funds from Limited Public Offering I (PUT
I).
B. Time :
10.11 - 10.50 WIB
C. Attendance of Members of the Company's Board of Commissioners and Directors.
The meeting was attended by:
board of Commissioners
The main commissioner : Tie Aswan
Commissioner : Fariz Hutama Putra
Independent Commissioner : Irwan Arifin
Directors
President director : Yentoro
Director : Samsul Effendi
Director : David Yamanto
Director : Sri Akhadah
D. Quorum of Shareholders Attendance
The number of shareholders and/or proxies of shareholders present was 597,720,089
shares, representing 55.21% of the total number of shares issued by the Company,
totaling 1,082,575,242 shares.
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E. Q&A opportunity In each meeting agenda item, shareholders and/or shareholder representatives who were present were given the opportunity to ask questions and/or opinions regarding the material discussed. However, in the question and answer session, no shareholders asked questions. F. Decision Making Mechanism Decisions on the agenda of this Annual GMS were taken based on deliberation to reach consensus. In the event that a decision based on deliberation to reach consensus is not reached, the decision is taken by voting in accordance with Article 12 letter (f) of the Company's Articles of Association. G. Meeting Decisions G.1 Decision in the First Agenda 1. Accept and approve the Company's Annual Report and Ratification of the Company's Financial Report for the 2023 Financial Year (two thousand and twenty three) including the Directors' Management Report and the Board of Commissioners' Supervision Report for the financial year ending December 31, 2023, as well as granting full release and release of responsibility fully to members of the Board of Directors for management actions and members of the Board of Commissioners for supervisory actions carried out in and during the financial year ending December 31, 2023. 2. Receive and ratify the Financial Report of PT Jasnita Telekomindo Tbk and Subsidiaries, for the 2023 Fiscal Year which has been audited by the Heliantono & Rekan Public Accounting Firm as evident from the report Number 00371/2.0459/AU.1/05/1482-4/1/III/ 2024 dated March 28, 2024 with a qualified opinion. Basis for Decision Making Votes via KSEI easy e-voting and physical shareholder voting: Unanimous Vote: Disagree 0%, Abstain 0%, Agree 100%. G.2 Decision in the Second Agenda Approved that there will be no dividend distribution from net profit for the 2023 financial year, and all net profit will be used to strengthen the Company's capital structure and expansion. Basis for Decision Making Votes via KSEI easy e-voting and physical shareholder voting: Unanimous Vote: Disagree 0%, Abstain 0%, Agree 100%. G.3 Decision in the Third Agenda Approved to authorize the Company's Board of Commissioners to: - appoint a KAP or replacement KAP and determine the conditions and requirements for their appointment if the appointed KAP is unable to carry out or continue its duties for any
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reason, including legal reasons and statutory regulations in the capital markets sector or an agreement cannot be reached regarding the amount of audit services; - authorizes the Board of Commissioners to determine the honorarium or amount of compensation for audit services and other reasonable appointment requirements for the KAP office. Basis for Decision Making Votes via KSEI easy e-voting and physical shareholder voting: Unanimous Vote: Disagree 0%, Abstain 0%, Agree 100%. G.4 Decision in the Fourth Agenda 1. Accepting the resignation of Mr. Tie Aswan from his position as President Commissioner of the Company, and at the same time expressing his gratitude for the services and contributions that Mr. Tie Aswan has provided to the Company during his tenure as President Commissioner of the Company; 2. Respectfully dismiss Mr. Fariz Hutama Putra from his position as Commissioner as of the closing of this Meeting and at the same time appoint Mr. Fariz Hutama Putra as Main Commissioner to replace Mr. Tie Aswan as of the closing of this Meeting and appoint him for the remainder of the term of office of the President Commissioner whom he replaces which will expire until with the closing of the Fifth Annual GMS after the appointment of the President Commissioner who was replaced, which means until the closing of the Company's Annual GMS which will be held in 2028 without prejudice to the GMS's right to dismiss them at any time before the end of their term of office. 3. Appoint and appoint Mrs. Santi Simbolon as Independent Commissioner of the Company as of the closing of this Meeting; So with regard to the acceptance of resignations, dismissals and appointments of members of the Board of Commissioners, the composition of the Company's Directors and Board of Commissioners as of the closing of this Meeting is as follows: Directors: President director : Mr Yentoro Director : Mr Samsul Effendi Director : Mr David Yamanto Director : Mrs. Sri Akhadah Board of Commissioners : The main commissioner : Mr Fariz Hutama Putra Independent Commissioner: Mr. Irwan Arifin Independent Commissioner: Mrs. Santi Simbolon
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4. Grant authority to the Company's Board of Directors with the right of substitution to take
all actions in connection with changes to the composition of the Company's Board of
Commissioners,submit and sign all applications and other documents required in
accordance with applicable regulations and legislation,including but not limited to stating
it in a separate Notarial deed, notifying changes to the Company's data in connection with
changes in the composition of the Company's Board of Commissioners to the Minister of
Law and Human Rights of the Republic of Indonesia and registering them in the
Company Register, as well as requesting approval and/or reporting to the Authority
Financial Services and/or other related agencies if necessary, and take all necessary
actionswithout anyone being excluded.
Basis for Decision Making
Votes via KSEI easy e-voting and physical shareholder voting:
Unanimous Vote: Disagree 0%, Abstain 0%, Agree 100%.
G.5 Decision in the Fifth Agenda
In this agenda item, the Company reports the use of funds from the Limited Public
Offering I as stated in the report via letter Number 071/BOD-JT/I/2023 dated 13 January
2023 to the OJK, as follows:
Net Proceeds from PUT I minus Public Offering costs:
IDR 38,145,991,850
The Company has reported the use of funds from Limited Public Offering I (PUT I) to the
OJK via letter Number 071/BOD-JT/I/2023 dated January 13 2023, as follows:
Net Proceeds from PUT I minus Public Offering costs:
IDR 38,145,991,850
Realization of Use of Funds:
- Approximately 8.3% for capital expenditure for rejuvenation and/or additional servers:
IDR 3,007,708,522
- Around 50% for smart city project development: Rp. 18,838,830,689
- Approximately 33.5% for the Company's working capital: IDR 12,778,907,270
- Around 8.2% for lending to PT Sakti Makmur Pratama: IDR 3,100,000,000.
- Other issuance costs, which include share listing fees on the IDX, SIPO registration
fees at OJK, and prospectus printing fees: IDR 173,261,317
- Remaining PUT I funds: IDR 247,284,052, which was placed in Bank Mandiri.
Basis for Decision Making
This agenda item is only a report, so it does not require voting from Shareholders.
Jakarta, 13th May 2024
PT Jasnita Telekomindo Tbk.
Board of Director
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Heliantono & Rekan
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Fariz Hutama Putra Independent
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Irwan Arifin Independent
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Minister of Law and Human Rights
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PT Sakti Makmur Pratama
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Bank Mandiri. Basis
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