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20240513_TPIA_Ringkasan Risalah//Risalah RUPS_31638085_lamp2.pdf
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PT CHANDRA ASRI PACIFIC TBK
Domiciled in Jakarta
(the “Company”)
ANNOUNCEMENT
SUMMARY OF THE MINUTES OF
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
In order to comply with Article 49 paragraph (1) and Article 51 of the Financial Services Authority Regulation No.
15/POJK.04/2020 regarding Planning and Implementation of General Meeting of Shareholders of Public Companies,
the Board of Directors of the Company hereby announces to the Shareholders that the Company has conducted the
Annual General Meeting of Shareholders (the "Meeting"), as follows:
A. On:
Day/Date : Wednesday/ 8 May 2024
Time : 14.16 – 16.04 Western Indonesian Time
Venue : Wisma Barito Pacific, Tower B, M Floor
Jl. Let. Jend. S. Parman Kav. 62-63, Jakarta 11410
Meeting Agenda : 1. Approval of the Company’s Annual Report and the Report of Supervisory Duties of
the Board of Commissioners, as well as the ratification of the Company’s Financial
Statements for fiscal year of 2023.
2. Determination of salary/honorarium and other remuneration for members of the
Company’s Board of Commissioners and the Board of Directors for fiscal year of
2024.
3. Appointment of a Public Accountant Firm to audit the Company’s Financial
Statements for fiscal year of 2024.
4. Changes in the determination of the use of the Company's net profit for fiscal year
of 2021.
5. Discussion of feasibility studies on the Company's plan to add its business activities.
6. Approval of the changes of Company's Articles of Association.
7. Approval of the spin-off of the Company's jetty, tank and storage facilities business
unit as stipulated in Article 135 paragraph (1) letter b of the Company Law.
8. Approval of the changes of Company's management composition.
9. Submission of Realization Report of the Use of Proceeds of the Limited Public
Offering III of 2021 and Shelf Registration Bonds IV Chandra Asri Petrochemical
Tranche III of 2023.
B. The members of Board of Directors and Board of Commissioners who attended the Meeting:
BOARD OF COMMISSIONERS
President Commissioner : Djoko Suyanto
(also acted as Independent Commissioner)
Vice President Commissioner : Tan Ek Kia*
(also acted as Independent Commissioner and the Head of Audit Committee)
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Commissioner : Agus Salim Pangestu*
Commissioner : Lim Chong Thian*
Commissioner : Thammasak Sethaudom*
Commissioner : Tanawong Areeratchakul*
Commissioner : Chatri Eamsobhana*
Commissioner : Bandhit Thamprajamchit*
Commissioner : Erry Riyana Hardjapamekas
Commissioner : Rudy Suparman*
Commissioner : Diana Arsiyanti*
BOARD OF DIRECTORS
President Director : Erwin Ciputra*
Vice President Director : Pholavit Thiebpattama
Vice President Director : Baritono Prajogo Pangestu*
Director : Andre Khor Kah Hin*
Director : Fransiskus Ruly Aryawan
Director : Suryandi
Director : Sarayuth Vorapuekjaru
Director : Petch Niyomsen
Director : Anawat Chansaksoong*
Director : Suwit Wiwattanawanich*
Director : Phuping Taweesarp
Director : Boedijono Hadipoespito
Director : Edi Riva’i
Director : Raymond Budhin
*) present virtually through video teleconferencing
C. The Meeting has been attended by 82.827.506.602 shares who have valid voting rights or 95,742% of the total
shares with valid voting rights issued by the Company.
D. In the Meeting, the Shareholders and/or their proxies have been given the opportunity to ask questions and/or
give opinions related to Meeting agenda.
E.
First Agenda : no questions and/or opinions.
Second Agenda : no questions and/or opinions.
Third Agenda : no questions and/or opinions.
Fourth Agenda : no questions and/or opinions.
Fifth Agenda : no questions and/or opinions.
Sixth Agenda : no questions and/or opinions.
Seven Agenda : no questions and/or opinions.
Eighth Agenda : no questions and/or opinions.
Ninth Agenda : reporting only.
F. Decision making mechanism in the Meeting is as follows:
Decision of the Meeting shall be made by deliberation to reach a consensus. If deliberation to reach a consensus
cannot be achieved, then voting will be casted by counting the number of shares that non-approve, abstain as
well as approve.
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G. The result of decision making carried out by voting:
FIRST AGENDA:
Approving Abstain Non-Approving
82,755,724,930 shares or 71,593,372 shares or 188,300 shares or 0.00022734% of
99.91333595% of total shares with 0.08643671% of total shares with total shares with valid voting rights
valid voting rights present in the valid voting rights present in the present in the Meeting.
Meeting. Meeting.
Resolutions of the First Agenda are as follows:
1. Approve and accept the Company's Annual Report for the fiscal year of 2023 which is ended on 31
December 2023, including the Report of the Board of Directors and ratify the Report of Supervisory Duties
of the Board of Commissioners for the fiscal year of 2023.
2. Approve and ratify the Company's Financial Statement for the fiscal year of 2023 which has been audited
by "IMELDA & REKAN” Public Accountant Firm with the opinion "Fairly in All Material Respects" as
provided in its report No. 00094/2.1265/AU.1/04/1766-2/1/III/2024 dated 26 March 2024.
3. Approve to grant the full release and discharge of all obligations ("Volledig Acquit et de Charge") to all
members of the Board of Directors and members of the Board of Commissioners of the Company for their
managerial and supervisory duties that have been carried out during the fiscal year of 2023, as long as
such actions are reflected in the Annual Report and Financial Statements of the Company, except for fraud,
embezzlement and other criminal acts.
SECOND AGENDA:
Approving Abstain Non-Approving
82,750,366,078 shares or 71,593,372 shares or 5,547,152 shares or 0.00669723% of
99.90686606% of total shares with 0.08643671% of total shares with total shares with valid voting rights
valid voting rights present in the valid voting rights present in the present in the Meeting.
Meeting. Meeting.
Resolutions of the Second Agenda are as follows:
1. Determine the salary/honorarium and other remuneration for all members of the Company's Board of
Commissioners including the Independent Commissioner the overall of which after deducted the income tax
does not exceed the amount of USD1.500.000 (one million and five hundred thousand United States Dollars)
per year as of the closing of this Meeting and subsequently the Meeting delegates the authority to the Board of
Commissioners of the Company to determine the amount of salary/honorarium and other remuneration for
each member of the Board of Commissioners.
2. Approve the delegation of authority to the Company's Board of Commissioners to determine the amount of
salary/honorarium and other remuneration for each member of the Company's Board of Directors.
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THIRD AGENDA:
Approving Abstain Non-Approving
82,747,505,445 shares or 71,593,372 shares or 8,407,785 shares or 0.01015096% of
99.90341233% of total shares with 0.08643671% of total shares with total shares with valid voting rights
valid voting rights present in the valid voting rights present in the present in the Meeting.
Meeting. Meeting.
Resolutions of the Third Agenda are as follows:
1. Delegate the authority and proxy of the appointment of Public Accounting Firm that will audit the
Company’s Financial Statements for the financial year of 2024 to the Board of Commissioners provided
that the Public Accounting Firm that will be appointed is recorded and registered in the Ministry of Finance
of the Republic of Indonesia and OJK.
2. Approve the granting of authority to the Board of Commissioners of the Company to determine the
honorarium and other reasonable appointment conditions of the Public Accountant Firm and to appoint a
Replacement Accountant from the same Public Accountant Firm if, for whatever reason, such Public
Accountant is unable to complete the audit of the Company’s Financial Statements on time.
FOURTH AGENDA:
Approving Abstain Non-Approving
82,755,579,209 shares or 71,795,372 shares or 333,021 shares or 0.00040207% of
99.91316002% of total shares with 0.08643792% of total shares with total shares with valid voting rights
valid voting rights present in the valid voting rights present in the present in the Meeting.
Meeting. Meeting.
Resolutions of the Fourth Agenda are as follows:
1. Approve the use of net profit for the 2021 financial year attributable to the Owners of the Parent Entity, totaling
US$152,121,187 (one hundred fifty-two million one hundred twenty-one thousand one hundred eighty-seven
United States Dollars), as follows:
a) In the amount of US$3,000,000 (three million United States Dollars) or the equivalent of approximately 2%
(two percent) of the net profit for the 2021 financial year which can be attributed to the Owner of the Parent
Entity to be set aside as reserves, in accordance with Article 70 paragraph (1) UUPT;
b) In the amount of US$76,000,000 (seventy-six million United States Dollars) or the equivalent of
approximately 50% (fifty percent) of the net profit for the 2021 financial year attributable to the Owners of
the Parent Entity will be given as cash dividends to the Shareholders of the Company and will be calculated
with the interim dividend of US$65,000,000 (sixty five million United States Dollars) which was paid to
Shareholders on 16 July 2021. So the remaining cash dividend payment will be US$11,000,000 (eleven
million United States Dollars) or a value of US$0.000508603 (zero point zero zero zero five zero eight six zero
three United States Dollars) per share will be paid to the Company's Shareholders whose names are
recorded in the Company's Register of Shareholders on 28 April 2022 (recording date) at 16.00 WIB;
c) In the amount of US$30,000,000 (thirty million United States Dollars) or the equivalent of approximately
19.72% (nineteen point seventy two percent) of the net profit for the 2021 financial year attributable to the
Owners of the Parent Entity will be provided as an additional cash dividends to the Company's Shareholders
or US$0.000346775 (zero point zero zero zero three four six seven seven five United States Dollars) per share
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have been paid to the Company's Shareholders on 21 June 2023, whose names are recorded in the
Company's Shareholder Register on 30 May 2023 (recording date) at 16.00 WIB;
d) In the amount of US$30,000,000 (thirty million United States Dollars) or the equivalent of approximately
19.72% (nineteen point seven two percent) of the net profit for the 2021 financial year attributable to the
Owners of the Parent Entity will be given as additional dividends cash to the Company's Shareholders or
US$0.000346775 (zero point zero zero zero three four six seven seven five United States Dollars) per share
will be paid to the Company's Shareholders whose names are recorded in the Company's Register of
Shareholders on 5 April 2024 (recording date) at 16.00 WIB; and
e) The remaining amount is US$13,121,187 (thirteen million one hundred twenty one thousand one hundred
eighty seven United States Dollars) or the equivalent of approximately 8.63% (eight point six three percent)
of the attributable net profit for the 2021 financial year to the Owner of the Parent Entity is recorded as
retained earnings to finance the Company's business activities.
2. Approve the full delegation of power and authority to the Company’s Board of Directors to determine the
schedule and procedure of the cash dividend distribution and to announce it in accordance with the
applicable laws and regulations.
FIFTH AGENDA:
This Meeting agenda is a discussion of feasibility study report, therefore no resolution is made.
SIXTH AGENDA:
Approving Abstain Non-Approving
82,755,724,930 shares or 71,594,372 shares or 187,300 shares or 0.00022613% of
99.91333595% of total shares with 0.08643792% of total shares with total shares with valid voting rights
valid voting rights present in the valid voting rights present in the present in the Meeting.
Meeting. Meeting.
Resolutions of the Sixth Agenda are as follows:
1. Approve to amend the provisions of Article 3 paragraph 2 letter B of the Company's Articles of Association in
accordance with the proposals that have been distributed to Shareholders and Proxies of Shareholder.
2. Approve the granting of authority to the Company's Board of Directors with the right of substitution to declare
the decisions of this Meeting, including to draft and restate all provisions of the Company's Articles of
Association including the provisions of Article 3 paragraph 2 letter B of the Company's Articles of Association in
a Notarial Deed and submit a request for approval or notification of the restatement of the provisions of Article
3 of the Company's Articles of Association to the Minister of Law and Human Rights of the Republic of Indonesia,
and take all necessary actions in connection with this matter.
SEVENTH AGENDA:
Approving Abstain Non-Approving
82.755.725.930 shares or 71.593.372 shares or 187,300 shares or 0.00022613% of
99,91333716% of total shares with 0,08643871% of total shares with total shares with valid voting rights
valid voting rights present in the valid voting rights present in the present in the Meeting.
Meeting. Meeting.
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Resolutions of the Seventh Agenda are as follows:
1. Approve the spin-off of the Company's port, jetty and storage facilities business unit by complying with the
applicable regulatory provisions, including but not limited to Article 135 paragraph (1) letter b and paragraph
(3) of the Company Law and/or Minister of Finance Regulation No. 52/PMK.010/2017 concerning the Use of
Book Value for the Transfer and Acquisition of Assets in the Context of a Merger, Consolidation, Expansion or
Takeover of Businesses as last amended by Minister of Finance Regulation No. 56/PMK.010/2021 by separating
assets and liabilities to PT Chandra Pelabuhan Nusantara and implementing all the consequences arising from
the spin-off.
2. Approve the spin-off plan including all changes or additions that have been prepared and published/announced
by the Company.
3. Give authority to the Company's Board of Directors with the right of substitution to determine, approve and
sign the deed of spin-off including all amendments or additions (if any) as well as other related documents,
including determining the time for signing the deed of spin-off and other related documents.
4. Approved the implementation of the share buyback by the Company in order to fulfil the provisions of Article
62 of the Company Law, based on procedures and methods in accordance with applicable laws and gave
authority to the Company's Board of Directors to determine procedures and procedures as well as terms and
conditions for the buyback Company shares from Company Shareholders who do not agree to the spin-off plan
and who have expressed their desire to sell their shares in the Company in accordance with the provisions of
applicable laws and regulations.
5. Approve and grant power of attorney with substitution rights, either in part or in full, to the Company's Board
of Directors to postpone or cancel the spin-off plan in the event of circumstances that are detrimental to the
Company.
6. Approve and authorize with the right of substitution, either in part or in full, to the Company's Board of Directors
to conduct all necessary actions in connection with the spin-off plan, including but not limited to carrying out
other actions necessary and/or required to conduct and complete the matters above and in order to achieve
the aims and objectives of the decisions taken by the Company's Shareholders based on and as stated in the
Meeting resolutions, including actions authorized by the Board of Directors and resolving everything related to
any or all of these matters, including, but not limited to, facing or appearing before a Notary, ministry,
government agency or other party; provide, obtain and/or receive any information and/or documents; or
create, cause to be created, initial and/or sign any document, including any amendments, changes, variations
and additions to such documents.
7. Approve all actions to be taken by the Company's Board of Directors in connection with the signing, delivery and
implementation by the Company of all matters, decisions, deeds, documents and disclosures (whether made
privately or before a Notary), for the implementation of the spin-off plan, including to obtain all required
approvals and for reporting to the competent authorities in Indonesia.
EIGHTH AGENDA:
Approving Abstain Non-Approving
82,675,379,531 shares or 76,953,224 shares or 75,173,847 shares or 0.09075952% of
99.81633267% of total shares with 0.09290781% of total shares with total shares with valid voting rights
valid voting rights present in the valid voting rights present in the present in the Meeting.
Meeting. Meeting.
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Resolutions of the Eighth Agenda are as follows:
1. Approve the appointment of members of the Company's Board of Directors and Board of Commissioners for
a new term of office, so that as of the closing of this Meeting until the closing of the Company's Annual
General Meeting of Shareholders which will be held in 2027, the composition of the Company's Board of
Directors and the Board of Commissioners are as follows:
Board of Directors:
− President Director : Mr. Erwin Ciputra
− Vice President Director : Mr. Pholavit Thiebpattama
− Vice President Director : Mr. Baritono Prajogo Pangestu
− Director : Mr. Andre Khor Kah Hin
− Director : Mr. Prapote Stianpapong
− Director : Mr. Fransiskus Ruly Aryawan
− Director : Mr. Suryandi
Director : Mr. Sarayuth Vorapruekjaru
− Director : Mr. Petch Niyomsen
− Director : Mr. Anawat Chansaksoong
− Director : Mr. Suwit Wiwattanawanich
− Director : Mr. Phuping Taweesarp
− Director : Mr. Boedijono Hadipoespito
− Director : Mr. Edi Riva’i
− Director : Mr. Raymond Budhin
Board of Commissioners:
− President Commissioner : Mr. Djoko Suyanto
(also acted as Independent Commissioner)
− Vice President Commissioner : Mr. Tan Ek Kia
(also acted as Independent Commissioner & the Head of Audit Committee)
− Commissioner : Mr. Ho Hon Cheong
(also acted as Independent Commissioner)
− Commissioner : Mr. Agus Salim Pangestu
− Commissioner : Mr. Lim Chong Thian
− Commissioner : Mr. Mongkol Hengrojanasophon
− Commissioner : Mrs. Chantanida Sarigaphuti
− Commissioner : Mr. Sakchai Patiparnpreechavud
− Commissioner : Mr. Bandhit Thamprajamchit
− Commissioner : Mr. Santi Wasanasiri
NINTH AGENDA:
This Meeting agenda is only a report, therefore no resolution is made.
Jakarta, 13 May 2024
PT CHANDRA ASRI PACIFIC TBK
BOARD OF DIRECTORS
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Names mentioned 36 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1
unresolved
—
Erry Riyana Hardjapamek
· Commissioner
p.2
unresolved
org
IMELDA & REKAN
p.3
unresolved
org
Ministry of Finance
p.4
unresolved
org
Minister of Law and Human Rights
p.5
unresolved
org
Minister of Finance Regulation
p.6 ×2
unresolved
org
PT Chandra Pelabuhan Nusantara
p.6
unresolved
person
Pholavit Thiebpattama
p.7
unresolved
person
Prapote Stianpapong
p.7
unresolved
person
Suryandi
p.7
unresolved
person
Sarayuth Vorapruekjaru
p.7
unresolved
person
Petch Niyomsen
p.7
unresolved
person
Anawat Chansaksoong
p.7
unresolved
person
Suwit Wiwattanawanich
p.7
unresolved
person
Phuping Taweesarp
p.7
unresolved
person
Boedijono Hadipoespito
p.7
unresolved
person
Raymond Budhin
p.7
unresolved
person
Ho Hon Cheong
p.7
unresolved
person
Mongkol Hengrojanasophon
p.7
unresolved
person
Chantanida Sarigaphuti
p.7
unresolved
person
Sakchai Patiparnpreechavud
p.7
unresolved
person
Bandhit Thamprajamchit
p.7
unresolved
person
Santi Wasanasiri NINTH
p.7
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