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20240508_EDGE_Ringkasan Risalah//Risalah RUPS_31637195_lamp1.pdf
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ANNOUNCEMENT OF SUMMARY OF MINUTES
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT Indointernet Tbk
The Board of Directors of PT Indointernet Tbk (hereinafter referred to as the "Company") hereby
announces the Summary of Minutes of the Annual General Meeting of Shareholders ("Meeting") of
the Company held on Wednesday, May 8, 2024, from 10.19 a.m. to 11.11 a.m., at Menara Tendean
Building, South Jakarta Administrative City, DKI Jakarta Province. This Summary of Minutes is
announced in compliance with the provisions of the Financial Services Authority Regulation No.
15/POJK.04/2020 dated April 20, 2020, regarding the Planning and Conducting of General Meetings of
Public Companies (hereinafter referred to as "POJK No. 15").
The Meeting on May 8, 2024, was attended by the following members of the Board of Directors and
Board of Commissioners of the Company:
BOARD OF DIRECTORS
President Director : KARLA WINATA;
Director : DAVID TANDIANUS;
Director : DEN TOSSI ISHAK;
Director : DONAULY ELENA SITUMORANG; and
Director : HORATIO KAI VEI CHAN
BOARD OF COMMISSIONERS
President Commissioner : JONATHAN PAUL WALBRIDGE;
Commissioner : JONATHAN JIANG CHOU;
Commissioner : JOHN RANDALL FREEMAN JR *)
Independent Commissioner : SABAM HUTAJULU;
Independent Commissioner : RINALDI FIRMANSYAH.
*) attended via video teleconference
The shareholders of the Company present represented a total 1,860,668,400 shares or 92.10% of the
total issued and fully paid-up shares of the Company, which amounted to 2,020,250,000 shares.
The meeting was chaired by Mr. Rinaldi Firmansyah, as the Independent Commissioners, based on the
Decree of the Board of Commissioners Number: 032/Indonet/Kom-Srt/V/2024 dated May 6, 2024.
Before commencing the agenda of the Meeting, the Chairman provided a brief overview of the
following:
- The main rules of procedure for the meeting;
- The general condition of the Company;
- The agenda of the meeting;
- During the agenda of the meeting, each shareholder was given the opportunity to ask questions
related to the agenda being discussed;
- The decision-making mechanism for each agenda of the meeting was based on consensus. If a
consensus could not be reached, decisions were made through voting. Shareholders present
physically at the meeting were provided with voting cards during registration and could submit
their votes to the officials. The voting also took into account the votes submitted through eProxy
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via the eASY.KSEI platform, while considering the quorum of attendance and quorum of decision
as stipulated in the Company's Articles of Association for the respective agenda of the meeting.
Here are the details of the decisions made for each agenda of the Meeting:
Meeting Agenda 1 Ratification of the Consolidated Financial Statements of the Company
and its subsidiaries and approval of the Company's annual report for
the financial year ended December 31, 2023
The Number of No shareholders raised any questions.
Shareholders Who Raised
Questions
The Decision-Making Consensus-based deliberation
Mechanism
Voting Results Votes in favor Abstain Votes against
1,860,668,400 - -
Meeting Decision 1. Ratify the consolidated financial statements of the Company and its
subsidiaries for the financial year-end of December 31, 2023 that
have been audited by the Tanudiredja, Wibisana, Rintis & Partner
(PwC), Report Number 00362/2.1025/AU.1/06/0225-2/1/III/2024,
dated 5 March 2024, with an unmodified opinion;
2. Approve the the Company's annual report for the financial year-end
of December 31, 2023 which has been reviewed by the Board of
Commissioners which includes the Company's Activity Report and
the Board of Commissioners Supervision Task Report for the relevant
financial year; and
3. Grant release and discharge of responsibility (acquit et de charge) for
the members of the Board of Directors and Board of Commissioners
for the financial year-end of December 31, 2023 as long as their
actions are clearly reflected in the annual report and the
consolidated financial statements of the Company and its
subsidiaries for the fiscal year ending on December 31, 2023.
Meeting Agenda 2 Approval of the determination of the use of the Company's net profit
for the financial year-end of December 31, 2023
The Number of No shareholders raised any questions.
Shareholders Who Raised
Questions
The Decision-Making Consensus-based deliberation
Mechanism
Voting Results Votes in favor Abstain Votes against
1,860,668,400 - -
Meeting Decision To approve and designate the entire Net Profit of the Company
amounting to IDR253,099,989,885 (two hundred fifty three billion ninety
nine million nine hundred eighty nine thousand and eight hundred and
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eighty five Rupiah) as retained earnings to be used to support the
Company's business activities.
Meeting Agenda 3 Approval of the appointment of a public accounting firm that will
conduct an audit of the Consolidated Financial Statements of the
Company and its subsidiaries for the financial year-end of December
31, 2024
The Number of No shareholders raised any questions.
Shareholders Who Raised
Questions
The Decision-Making Consensus-based deliberation
Mechanism
Voting Results Votes in favor Abstain Votes against
1,860,668,400 - -
Meeting Decision 1. To authorize and empower the Board of Commissioners, taking into
account the recommendations of the Audit Committee, to establish
criteria and requirements and appoint a Public Accounting Firm
registered with the Financial Services Authority, which will conduct
the audit of the Company's financial statements and its subsidiaries
for the fiscal year ending on December 31, 2024, and to appoint a
substitute Public Accountant if the appointed Public Accountant is
unable to perform their duties for any reason.
2. To authorize and empower the Board of Commissioners, with the
right of substitution, to determine the remuneration for the
appointment of the Public Accounting Firm.
Meeting Agenda 4 Approval of the determination of remuneration (salary/honorarium,
allowances, and other facilities) for the members of the Board of
Directors and the Board of Commissioners of the Company for the
financial year 2024, as well as the determination of tantièmes/bonuses
for the members of the Board of Directors and the Board of
Commissioners of the Company for the financial year 2023
The Number of No shareholders raised any questions.
Shareholders Who Raised
Questions
The Decision-Making Consensus-based deliberation
Mechanism
Voting Results Votes in favor Abstain Votes against
1,860,668,400 - -
Meeting Decision 1. To determine the salary/honorarium, allowances, and other
facilities for the 2024 fiscal year for all members of the Board of
Commissioners with a total amount of IDR3,297,064,516 (three
billion two hundred ninety-seven million sixty-four thousand five
hundred sixteen Rupiah), and to grant power and authority to the
Board of Commissioners of the Company, by considering the input
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and recommendation from the Nomination and Remuration
Commitee, to determine the allocation for each member of the
Board of Commissioners, which will apply until decided otherwise in
the next Annual General Meeting of Shareholders;
2. To grant power and authority to the Board of Commissioners for
and on behalf of the Meeting to determine the remuneration for the
Board of Directors for the 2024 fiscal year, which will apply until
decided otherwise in the next Annual General Meeting of
Shareholders, including the salary, incentive, allowance, and other
facilities by considering the the input and recommendation from the
Nomination and Remuration Commitee; and
3. To grant power and authority to the Board of Commissioners to
determine the tantièmes/bonus for the 2023 Year for the Board of
Directors by considering the input and recommendation from the
Nomination and Remuration Commitee.
Meeting Agenda 5 Changes in the composition of the Board of Directors and the Board of
Commissioners of the Company
The Number of No shareholders raised any questions.
Shareholders Who Raised
Questions
The Decision-Making Consensus-based deliberation
Mechanism
Voting Results Votes in favor Abstain Votes against
1,860,668,400 - -
Meeting Decision 1. Accepting the resignations of from Mrs. KARLA WINATA as the
President Director, Mr. DAVID TANDIANUS as a Director and Mr. DEN
TOSSI ISHAK as a Director, effective from the closure of the Annual
General Meeting of Shareholders held on 8 May 2024.
2. Appoint Mr. ANDREW JOSEPH RIGOLI as the President Director of
the Company and SAI HANG RAPHAEL HO as the Director of the
Company, so that the composition of the Board of Directors of the
Companay becomes as follows:
Board of Directors of the Company:
President Director : ANDREW JOSEPH RIGOLI;
Director : DONAULY ELENA SITUMORANG;
Director : HORATIO VAI KEI CHAN;
Director : SAI HANG RAPHAEL HO.
The appointment of such new member of the Board of Directors shall
be effective from the moment this Meeting is adjourned until the
closing of the Annual General Meeting of Shareholders to be held in
2029, without prejudice to the right of the General Meeting of
Shareholders to terminate them at any time.
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3. Approve the change to the position and assignment of duty of Mr.
RINALDI FIRMANSYAH from INDEPENDENT COMMISSIONER to VICE
PRESIDENT COMMISSIONER/INDEPENDENT COMMISSIONER, and
therefore, the composition of the Board of Commissioners of the
Company become as follows :
Board of Commissioners of the Company:
President Commissioner : JONATHAN PAUL WALBRIDGE;
Vice President : RINALDI FIRMANSYAH;
Commissioner/
Indepedent
Commissioner
Commissioner : JONATHAN JIANG CHOU;
Commissioner : JOHN RANDALL FREEMAN JR;
Commissioner : STEPHEN DUFFUS WEISS;
Indepedent : SABAM HUTAJULU.
Commissioner
K
4. Granting authority to the Board of Directors of the Company to
declare the decisions of this Meeting in a notarial deed and to report
changes in the management structure of the Company to the
relevant authorities.
Tangerang Selatan, 8 May 2024
PT Indointernet Tbk
BOARD OF DIRECTORS
Names mentioned 9 people and organisations named in the text · linked when the evidence is strong
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org
Financial Services Authority
p.1 ×2
unresolved
person
DAVID TANDIANUS
p.4
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DEN TOSSI ISHAK
p.4
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ANDREW JOSEPH RIGOLI
· President Director
p.4 ×2
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