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ANNOUNCEMENT OF SUMMARY OF MINUTES
ANNUAL GENERAL MEETING OF SHAREHOLDERS PT TIN TBK
FINANCIAL YEAR 2023
In order to fulfill the provisions of Article 49 paragraph (1) and Article 51 of the Financial Services Authority
Regulation Number 15/POJK.04/202 concerning the Plan and Implementation of the General Meeting of
Shareholders of Public Companies, the Board of Directors of PT TIMAH Tbk (the “Company”) announces
the Summary of Minutes of the Annual General Meeting of Shareholders of the Company for the Financial
Year 2023 (the “Meeting”) as follows:
Date, Time and Place
The meeting was held on Wednesday, May 8, 2024 at Timor Room, Lobby floor, Borobudur Hotel Jakarta.
Jl. Lapangan Banteng Selatan No. 1, Central Jakarta. Opened at 17.00 WIB and closed at 19.24 WIB.
Meeting Agenda
1. Approval of the Annual Report and Ratification of the Company's Consolidated Financial Statements,
Approval of the Board of Commissioners Oversight Report and Ratification of the Financial Statements
of the Micro and Small Business Funding Program (PUMK) for the Financial Year 2023, and to release
and discharge of all responsibilities (volledig acquit at de charge) to all Board members for the
management and supervision carried out in the Financial Year 2023.
2. Approval of the use of the Company's Net Income for the Financial Year 2023.
3. Determination of Remuneration (salary/honorarium, facilities and benefits) in the financial year 2024
and Tantiem in the financial year 2023 for Board of Directors and Board of Commissioners.
4. Determination of the Public Accountant (AP) and/or Public Accounting Firm (KAP) to audit the
Company's Consolidated Financial Statements and Financial Statements of the Micro and Small
Business Funding Program (PUMK) for the Financial Year 2024.
5. Accountability Report for the Realization of the Use of Proceeds from the Company's Public Offering
during the Year 2023:
a. Timah Sustainable Bond I Phase II Series B Year 2019;
b. Timah Sustainable Sukuk Ijarah I Phase II Year 2019.
6. Changes in the Composition of the Company's Management.
The meeting was attended by Members of the Board of Commissioners and Directors of the
Company
Board of Commissioners:
Bapak M. Alfan Baharudin President/Independent Commissioner
Bapak Agus Rajani Panjaitan Independent Commissioner
Bapak Sufyan Syarif Commissioner
Bapak Yudo Dwinanda Priaadi Commissioner
Bapak Rustam Effendi Commissioner
Direksi :
Bapak Ahmad Dani Virsal President Director
Ibu Fina Eliani Director of Finance and Risk Management
Bapak Nur Adi Kuncoro Director of Operations and Production
Bapak Koko Wigyantoro Director of Business Development
Bapak Tigor Pangaribuan Director of Human Resources
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Number of Shares with Valid Voting Rights Present and Its Percentage
The shareholders with valid voting rights present represented a total of 5,543,304,770 shares including 1
(one) Series A Dwiwarna share, or 74.43% of all shares issued by the Company up to the date of the
Meeting totaling 7,447,753,454 shares.
Opportunity for Questions and Answers
Shareholders and/or their proxies who were physically present at the Meeting or electronically through the
eASY.KSEI application were given the opportunity to submit questions, opinions, proposals and/or
suggestions related to the Meeting Agenda being discussed.
With the mechanism for Shareholders and / or their Proxies who are physically present at the Meeting by
raising their hands and filling out the question form, while for Shareholders and / or their proxies who are
present electronically by writing in the “Ëlectronic Opinions” chat feature.
At today's Meeting, there are 6 Shareholders who are physically present and 1 Shareholder who is present
electronically to submit questions and/or opinions.
Rules of Procedure and Appointment of Independent Parties
• The Meeting was chaired by Mr. M Alfan Baharudin as President Commissioner/Independent
appointed by the Board of Commissioners based on the Appointment Letter Number 27/Tbk/Dk-
01.2.3.4.5/ 2024 dated May 3, 2024.
• The decision-making mechanism was carried out verbally by asking the Shareholders and/or their
Proxies who were physically present at the Meeting to raise their hands and provide their voting
cards for disagreeing and abstaining votes.
• Shareholders and/or their Proxies who are present electronically can cast their votes through the
E-Meeting Hall Screen in the eASY.KSEI application.
• The vote counting was conducted by an Independent Party, namely PT EDI Indonesia as the
Company's Securities Administration Bureau and Notary Jose Dima Satria, S.H., M.Kn as the
Notary who will prepare the Minutes of this Meeting.
Before starting the discussion of the agenda of the Meeting, the Chairman of the Meeting has briefly
conveyed:
• The main points of the Meeting rules;
• The condition of the Company in general;
• Agenda of the Meeting;
• On the agenda of the Meeting, each shareholder is given the opportunity to ask questions in
accordance with the agenda of the Meeting being discussed;
• The mechanism for decision making for each agenda item of the Meeting is based on deliberation
for consensus. If deliberation to reach a consensus is not achieved, the decision is made by voting,
the Shareholders who are physically present at the Meeting are given the opportunity to convey
their votes by using the voting cards that have been distributed at the time of registration and
submitting to the officer, voting also takes into account the votes that have been submitted through
eProxy through the eASY.KSEI platform, with due regard to the provisions of the attendance
quorum and the quorum of the Meeting decision specified in the Company's Articles of Association
for the agenda item of the Meeting concerned;and
• Meeting resolutions are adopted based on deliberation to reach a consensus. In the event that the
resolutions based on deliberation for consensus are not reached, then the resolutions shall be
adopted by voting in which for the First Meeting Agenda up to the Fifth Meeting Agenda, the
resolutions of the Meeting shall be valid if approved by more than ½ (one-half) of all shares with
voting rights present at the Meeting. As for the Sixth Meeting Agenda, the decision in the Meeting
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is valid if approved by more than ½ (one-half) of all shares with voting rights present in the Meeting
and attended and approved by Seri A Dwiwarna Shareholders (or their proxies).
Meeting Resolutions
First Meeting Agenda
Meeting Approval of the Annual Report and Ratification of the Company's Consolidated
Agenda Financial Statements, Approval of the Board of Commissioners Oversight Report and
Ratification of the Financial Statements of the Micro and Small Business Funding
Program (PUMK) for the Financial Year 2023, and to release and discharge of all
responsibilities (volledig acquit at de charge) to all Board members for the management
and supervision carried out in the Financial Year 2023.
Number of 5 Shareholders who attended physically and 1 Shareholder who attended electronically
Questioners
Voting Result Agree Disagree Abstain Total Votes Agree
5.402.382.811 1.285.581 139.636.378 5.542.019.189
Percentage of (97,46%) (0,02%) (2,52%) (99,98%)
Votes Agreed
Meeting 1. Approved the Company's Annual Report including the Board of Commissioners
Decision Supervisory Report for the Financial Year 2023 ended on December 31, 2023.
2. Authorize:
a. The Company's Financial Statements for the Financial Year 2023 ended
December 31, 2023 which have been audited by the Public Accounting Firm
Tanudiredja, Wibisana, Rintis & Partners (PwC Indonesia) in accordance
with its report Number: 00480/2.1025/AU.1/02/1130-2/1/III/2024 dated
March 28, 2024 with the opinion “fair in all material respects”.
b. Financial Statements of the Micro and Small Business Funding Program for
the Fiscal Year 2023 ended December 31, 2023 audited by the Public
Accounting Firm Tanudiredja, Wibisana, Rintis & Rekan (PwC Indonesia) in
accordance with its report Number: 00677/2.1025/AU.2/11/1130-2/IV/2024
dated April 22, 2024 with an opinion of “fair in all material respects.”
3. With the approval of the Company's Annual Report including the Board of
Commissioners' Supervisory Report, and the ratification of the Company's
Financial Statements and the Financial Statements of the Micro and Small
Business Funding Program (PUMK), all for the Financial Year 2023 ended on
December 31, 2023, then the GMS grants full release and discharge (volledig
acquit et de charge) to all members of the Board of Directors for the management
of the Company and to all members of the Board of Commissioners for the
supervisory actions of the Company that have been carried out during the
Financial Year 2023 ending on December 31, 2023, as long as such actions do
not constitute a criminal offense and/or violate the provisions of laws and
regulations and applicable legal procedures and are reflected in the Company's
report books.
Second Meeting Agenda
Meeting Approval of the use of the Company's Net Income for the Financial Year 2023
Agenda
Number of No Questioner
Questioners
Voting Result Agree Disagree Abstain Total Votes Agree
5.407.184.948 297.719 135.822.103 5.543.007.051
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Percentage of
Votes Agreed (97,54%) (0,01%) (2,45%) (99,99%)
Meeting
Decision Approved no distribution of profit.
Third Meeting Agenda
Meeting Determination of Remuneration (salary/honorarium, facilities and benefits) in the
Agenda financial year 2024 and Tantiem in the financial year 2023 for Board of Directors and
Board of Commissioners.
Number of No Questioner
Questioners
Voting Result Agree Disagree Abstain Total Votes Agree
5.404.489.113 3.059.454 135.756.203 5.540.245.316
Percentage of
Votes Agreed (97.50%) (0.06%) (2.45%) (99.94%)
Meeting 1. To authorize and grant power to PT Mineral Industri Indonesia (Persero) as the
Decision Company's Series B Majority Shareholder with prior consultation with the Series
A Dwiwarna Shareholders to determine the Members of the Board of
Commissioners:
a. Tantiem/Performance Incentive/Special Incentive for the performance of
the Financial Year 2023 and/or Long Term Incentive for the Period of 2024-
2026, in accordance with applicable regulations; and
b. Honorarium, allowances, and facilities for the financial year 2024.
2. To authorize the Board of Commissioners of the Company with prior written
approval from PT Mineral Industri Indonesia (Persero) as the Majority Series B
Shareholder of the Company after consultation with the Series A Dwiwarna
Shareholders to determine the Members of the Board of Directors:
a. Tantiem/Performance Incentive/Special Incentive for the performance of
the Financial Year 2023 and/or Long Term Incentive for the Period of 2024-
2026, in accordance with applicable regulations; and
b. Salary, allowances and facilities for the financial year 2024.
Fourth Meeting Agenda
Meeting Determination of the Public Accountant (AP) and/or Public Accounting Firm (KAP) to
Agenda audit the Company's Consolidated Financial Statements and Financial Statements of
the Micro and Small Business Funding Program (PUMK) for the Financial Year 2024.
.
Number of No Questioner
Questioners
Voting Result Agree Disagree Abstain Total Votes Agree
5.395.338.013 12.144.654 135.822.103 5.531.160.116
Percentage of (97.33%) (0.22%) (2.45%) (99.78%)
Votes Agreed
Meeting 1. To authorize the Board of Commissioners of the Company with prior written
Decision approval from the Series A Dwiwarna Shareholders to:
a. Appointment of Public Accountant and/or Public Accounting Firm to audit the
Consolidated Financial Statements of the Company for the Financial Year
2024 and/or other periods in the Financial Year 2024, Financial Statements
of the Micro and Small Business Funding Program for the Financial Year
2024, and other reports of the Company for the purpose and interest of the
Company; and
b. Determination of audit fees and other requirements for the Public Accountant
and/or Public Accounting Firm, as well as appointing a substitute Public
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Accountant and/or Public Accounting Firm in the event that the selected
Public Accountant and/or Public Accounting Firm, for any reason, is unable
to complete the provision of audit services for the Consolidated Financial
Statements of the Company for the Financial Year 2024 and/or other periods
in the Financial Year 2024, Financial Statements of the Micro and Small
Business Funding Program for the Financial Year 2024, as well as other
reports of the Company, including determining audit fees and other
requirements for the substitute Public Accountant and/or Public Accounting
Firm.
2.
The Board of Commissioners of the Company to first obtain recommendations
from the Company's Majority Series B Shareholders before seeking the approval
of the Series A Dwiwarna Shareholders as in number 1 above.
Fifth Meeting Agenda
Meeting Accountability Report for the Realization of the Use of Proceeds from the Company's
Agenda Public Offering during the Year 2023:
a. Timah Sustainable Bond I Phase II Series B Year 2019;
b. Timah Sustainable Sukuk Ijarah I Phase II Year 2019.
Number of 1 Shareholders physically present
Questioners
Voting Result Agree Disagree Abstain Total Votes Agree
- - - -
Percentage of - - - -
Votes Agreed
Meeting
Decision There is no decision making because it is only reporting.
Sixth Meeting Agenda
Meeting Changes in the Composition of the Company's Management.
Agenda
Number of No Questioner
Questioners
Voting Result Agree Disagree Abstain Total Votes Agree
5.218.939.795 188.594.772 135.770.203 5.354.709.998
Percentage of (94.15%) (3.40%) (2.45%) (96.60%)
Votes Agreed
Meeting 1. Terminated the following members of the Company's Board of Directors:
Decision a. Mr. Koko Wigyantoro as Director of Business Development; and
b. Mr. Tigor Pangaribuan as Director of Human Resources.
2. Appointed the following members of the Company's Board of Directors:
a. Mr. Hendra Kusuma Wardana as Director of Human Resources; and
b. Mr. Dicky Octa Zahriadi as Director of Business Development.
effective as of the date of the resolution of the AGMS of the Company in 2024
(Financial Year 2023).
3.
To terminate the names mentioned below as members of the Board of
Commissioners of the Company :
a. Mr. M. Alfan Baharudin as President Commissioner and concurrently
Independent Commissioner; and
b. Mr. Rustam Effendi as Commissioner.
4. Reappoint the following members of the Company's Board of Commissioners:
a. Mr. M. Alfan Baharudin as President Commissioner and concurrently
Independent Commissioner; and
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b. Mr. Rustam Effendi as Commissioner.
As of the date of the resolution of the AGMS of the Company Year 2024 (Financial
Year 2023) for the second period.
5 The term of the appointed members of the Board of Directors and Board of
Commissioners as referred to in numbers 2 and 4 is in accordance with the
provisions of the Company's Articles of Association, with due observance of the
laws and regulations in the Capital Market sector and without prejudice to the right
of the GMS to dismiss them at any time.
6.
With the dismissal and appointment of members of the Board of Directors of the
Company as referred to in numbers 1 to 4 above, the composition of the Board of
Directors and members of the Board of Commissioners of the Company will be as
follows:
Board of Directors
President Director : Ahmad Dani Virsal
Director of Finance and Risk Management : Nur Adi Kuncoro
Director of Operations and Production : Dicky Octa Zahriadi
Director of Business Development : Fina Eliani
Director of Human Resources : Hendra Kusuma Wardana
Board of Commissioner
President/Independent Commissioner : M Alfan Baharudin
Independent Commissioner : Agus Rajani Panjaitan
Commissioner : Yudo Dwinanda Priaadi
Commissioner : Rustam Effendi
Commissioner : Sufyan Syarif
7.
For members of the Board of Directors appointed as mentioned above who still
hold other positions that are prohibited under the laws and regulations to be
concurrently held with the position of a member of the Board of Directors, then the
person concerned must resign or be dismissed from the position.
8.
To authorize the Board of Directors of the Company with the right of substitution
to state everything decided by the Meeting (including restating the composition
and/or composition of the last shareholders of the Company to be
submitted/reported in accordance with the prevailing laws and regulations) in the
form of a Notarial deed and to appear before a Notary or authorized official, and
to make necessary adjustments or corrections if required by the competent
authorities for the purpose of implementing the contents of the Meeting's
resolutions.
This Summary of Minutes is made by the Company as an obligation of POJK No. 15/2020 and the
provisions of the Company's Articles of Association.
Jakarta, May 10, 2024
PT TIMAH Tbk
BOARD OF DIRECTORS
Names mentioned 19 people and organisations named in the text · linked when the evidence is strong
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TIN TBK
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Financial Services Authority
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Yudo Dwinanda Priaadi
p.1 ×3
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Notary Jose Dima Satria
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Rintis & Partners
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Rintis & Rekan
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Hendra Kusuma Wardana
· Director
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Dicky Octa Zahriadi
· Director
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