20260508_TOTL_Ringkasan Risalah//Risalah RUPS_32079460_lamp2.pdf

RUPS minutes Needs review TOTL

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Page 1

SUMMARY OF MINUTES
OF THE ANNUAL GENERAL MEETING
OF SHAREHOLDERS

The Board of Directors of PT Total Bangun Persada Tbk (“the Company”) hereby announces that the Annual
General Meeting of Shareholders (the “Meeting”) was held on Wednesday, 06 May 2026, at TOTAL
Building, 8th Floor, Jl. Letjen. S. Parman No. 106A, West Jakarta – 11440. The Meeting was opened at 10:16
WIB and closed at 11:09 WIB.

A. Agenda of the Meeting :
1. Approval of the Annual Report, including the Supervisory Report of the Board of Commissioners,
and ratification of the Company’s Consolidated Financial Statements for the financial year ended 31
December 2025;
2. Approval of the appropriation of the Company’s net profit for the financial year 2025;
3. Approval of the appointment of a Public Accounting Firm to audit the Company’s books for the
financial year ending 31 December 2026;
4. Approval of the determination of salaries and other allowances for members of the Board of Directors
and honorarium for members of the Board of Commissioners of the Company;
5. Approval of the appointment and changes in the composition of the members of the Board of
Directors and Board of Commissioners of the Company;
6. Approval of the amendment to Article 3 of the Company’s Articles of Association to conform with
Statistics Indonesia (BPS) Regulation No. 7 of 2025 concerning the Indonesian Standard Industrial
Classification (KBLI).

B. Attendance of the Board of Commissioners and Board of Directors
BOARD OF COMMISSIONERS
1. Drs. Rusdy Daryono Independent Commissioner
2. Pinarto Sutanto Commissioner
3. Liliana Komajaya, MBA. Commissioner
4. Drs. Wibowo Commissioner
5. Rudi S. Komajaya, MSc., MBA. Commissioner

BOARD OF DIRECTORS
1. Janti Komadjaja, MSc. President Director
2. Ir. Moeljati Soetrisno Director
3. Ir. Lio Sudarto, MM. Director
4. Ir. Saleh, MM. Director

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5. Ir. Rasyid Daulay, MT. Director

C. Quorum of Shareholders Attendance
The Meeting was attended by shareholders and/or their proxies who were present and/or represented
either electronically through eASY.KSEI or physically at the Meeting, representing a total of
2,608,003,024 shares, constituting 76.48% of the total 3,410,000,000 issued and paid-up shares of the
Company. Therefore, the quorum requirements for the Meeting as stipulated in Article 14 paragraph 2
point 1 letter (a) and Article 14 paragraph 2 point 4 letter (a) of the Company’s Articles of Association,
Article 86 paragraph (1) and Article 88 paragraph (1) of Law No. 40 of 2007 concerning Limited
Liability Companies (“Company Law”), as well as Article 41 paragraph 1 letter (a) and Article 42 letter
(a) of Financial Services Authority Regulation No. 15/POJK.04/2020 concerning the Planning and
Implementation of General Meetings of Shareholders of Public Companies (“POJK No. 15/2020”),
have been duly fulfilled.

D. Opportunity to Raise Questions
Shareholders and/or their proxies who attended the Meeting physically as well as electronically
through the eASY.KSEI application were given the opportunity to raise questions, opinions,
proposals and/or suggestions related to the agenda items discussed at the Meeting.
The mechanism for shareholders and/or their proxies attending the Meeting physically was by raising
their hands and submitting a question form, while shareholders and/or their proxies attending
electronically could submit questions through the “Electronic Opinions” chat feature.
There were no questions raised by shareholders attending either physically or electronically through
the eASY.KSEI application during the Meeting.

E. Voting Mechanism
The voting mechanism was conducted verbally by requesting shareholders and/or their proxies
physically attending the Meeting to raise their hands if they voted against or abstained, while those
voting in favor were not requested to raise their hands.
Shareholders and/or their proxies attending electronically could cast their votes through the E-Meeting
Hall screen on the eASY.KSEI application.
Abstention votes were deemed to cast the same vote as the majority vote of the shareholders casting
votes.

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F. Resolution of the Meeting
   Hasil pengambilan keputusan yang dilakukan melalui pemungutan suara, sebagai berikut :
    I.   First Agenda of the Meeting
         - Shares present : 2,608,003,024 shares
         - Votes against      :-             shares
         - Abstentions        : 2,219,700    shares
         - Votes in favor: 2,608,003,024 shares, representing 100% of the votes validly cast at the
             Meeting.
         Accordingly, the Meeting unanimously resolved to:
         1. Accept and approve the Company’s Annual Report, including the report of the Board of
             Directors, the supervisory report of the Board of Commissioners, and ratify the Company’s
             consolidated financial statements for the financial year ended 31 December 2025, which
             were audited by Public Accounting Firm Hadori Sugiarto Adi & Rekan as the independent
             auditor with an “Unmodified Opinion”.
         2. Grant full release and discharge (acquit et de charge) to all members of the Board of Directors
             and the Board of Commissioners of the Company for their management and supervisory
             actions performed during the 2025 financial year, insofar as such actions are reflected in the
             Company’s Annual Report and Financial Statements.


   II.   Second Agenda of the Meeting
         - Shares present : 2,608,003,024 shares
         - Votes against      :-             shares
         - Abstentions        : 1,580,700    shares
         - Votes in favor : 2,608,003,024 shares, representing 100% of the votes validly cast at the
             Meeting.


         Accordingly, the Meeting unanimously resolved to approve the appropriation of the Company’s
         net profit for the financial year ended 31 December 2025 amounting to Rp414,518,484,000 as
         follows:
         1. To distribute cash dividends amounting to Rp375,100,000,000 or approximately 90.49% of
             the parent entity’s current year profit, equivalent to Rp110 per share, to shareholders whose
             names are registered in the Company’s Register of Shareholders on 20 May 2026 at 16:00
             WIB (“Recording Date”), with the following schedule:
             -      Cum Dividend in the Regular and Negotiation Markets: 18 May 2026
             -      Ex Dividend in the Regular and Negotiation Markets: 19 May 2026
             -      Cum Dividend in the Cash Market: 20 May 2026

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