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20240502_TUGU_Ringkasan Risalah//Risalah RUPS_31633419_lamp1.pdf
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Page 1
ANNOUNCEMENT
2 May 2024
ANNOUNCEMENT OF THE MINUTES SUMMARY OF
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT ASURANSI TUGU PRATAMA INDONESIA Tbk
In order to comply with the provisions of Article 49 paragraph (1) and Article 51 of the Financial Services
Authority Regulation No. 15/POJK.04/2020 concerning the Plan and Organizing of the General Meeting of
Shareholders of Public Company, the Board of Directors of PT Asuransi Tugu Pratama Indonesia Tbk
(hereinafter referred to as the “Company”) hereby notifies the Shareholders, that the Company has held an
Annual General Meeting of Shareholders (hereinafter referred to as the “Meeting”), with the detail as
follow:
A. The Meeting was held on:
Day / Date : Monday/29 April 2024
Time : 02.54 – 04.15 pm (Western Indonesia Time)
Venue : Function Hall PT Asuransi Tugu Pratama Indonesia Tbk,
Wisma Tugu I, 1st Floor, Jl. HR. Rasuna Said Kavling C8-9, Jakarta 12920.
Meeting Agendas :
1. Approval of the 2023 financial year Annual Report of the Company,
accompanied by granting of full release and discharge (volledig
acquit et de-charge) to the Board of Directors and the Board of
Commissioners of the Company.
2. Determination of the appropriation of the Company’s net profits for
2023 financial year.
3. Appointment of the Company’s Public Accountant Firm for 2024
financial year.
4. Determination of tantiem for 2023 financial year to the Board of
Directors and the Board of Commissioners of the Company and
remuneration for 2024 financial year for the Board of Directors,
the Board of Commissioners, and Sharia Supervisory Board of the
Company.
5. Approval of the accountability report on the utilization of proceeds
from Initial Public Offering.
6. Approval of the changes in the management composition of the
Company.
B. Members of the Board of Directors and Board of Commissioners present at the Meeting:
BOARD OF COMMISSIONERS
President Commissioner & Independent Commissioner : Dian Masyita
Commissioner : Bagus Agung Rahadiansyah
Commissioner : Samuel Ramna
Independent Commissioner : Tajudin Noor
Independent Commissioner : Poerwo Tjahjono
BOARD OF DIRECTORS
President Director : Tatang Nurhidayat
Finance & Corporate Services Director : Emil Hakim
Technical Director : Sudarlin
Insurance Marketing Director : Ery Widiatmoko
Compliance & Risk Management Director : Edi Yoga Prasetyo
PT Asuransi Tugu Pratama Indonesia Tbk Head Office: t. +6221 529 61777 (hunting)
a member of PERTAMINA Wisma Tugu I f. +6221 529 61555 • +6221 529 62555
Jl. H.R. Rasuna Said Kav. C 8-9 e. enquiry@tugu.com • claim@tugu.com
Jakarta 12920, Indonesia www.tugu.com
Page 2
ANNOUNCEMENT
2 May 2024
C. The meeting was attended by 3,035,301,690 shares with legal voting rights or 85.3673788% of all
shares with legal voting rights issued by the Company.
D. In the Meeting the Shareholders and/or their proxies are given the opportunity to ask questions
and/or provide opinions regarding the Meeting agendas.
E. Agenda 1 : there are no questions
Agenda 2 : there are no questions
Agenda 3 : there are no questions
Agenda 4 : there are no questions
Agenda 5 : there are no questions
Agenda 6 : there are no questions
F. The decision-making mechanism in the Meeting is as follows:
Meeting decisions are made based on deliberation for consensus. In the event of mutual
deliberation for consensus is not reached, the decisions are made through voting. The decision is
valid if it is approved by more than 1/2 (one half) of all shares with voting rights present at the
Meeting.
G. The meeting resolutions through voting mechanism:
AGENDA 1:
Approved Abstain Disapproved
3,027,161,450 votes 8,140,140 votes or 100 votes or 0.0000033% of
99.7318145% of the total 0.2681822% of the total the total shares with legal
shares with legal voting rights shares with legal voting rights voting rights present at the
present at the Meeting present at the Meeting Meeting
The Resolution of Agenda 1:
1. Approved the Company's Annual Report including the Board of Commissioners Supervisory
Report and ratified the Company's Consolidated Financial Statements for the financial
year ended 31 December 2023, which reflected in the consolidated statement of financial
position and income statement and other comprehensive income of the Company with its
explanations which have been audited by the Public Accounting Firm Amir Abadi Jusuf,
Aryanto, Mawar and Partners according to report No. 00229/2.1030/AU.1/08/1298-
2/1/III/2024 dated 22 March 2024 with the opinion "Fairly stated in all material
respects".
2. Upon the approval of the Company's Annual Report including the Board of Commissioners
Supervisory Report and the ratification of the Company's Consolidated Financial
Statements for the Financial Year ended 31 December 2023, the Meeting granted full
release and discharge of responsibility (volledig acquit et de charge) to the Board of
Directors for management actions, to the Board of Commissioners for the supervisory
actions that have been carried out in the financial year ended 31 December 2023 as long
as:
a. These actions are reflected in the Company's Annual Report (including consolidated
Financial Statements) for the year ended December 2023.
b. These actions are not criminal acts and/or unlawful act.
PT Asuransi Tugu Pratama Indonesia Tbk Head Office: t. +6221 529 61777 (hunting)
a member of PERTAMINA Wisma Tugu I f. +6221 529 61555 • +6221 529 62555
Jl. H.R. Rasuna Said Kav. C 8-9 e. enquiry@tugu.com • claim@tugu.com
Jakarta 12920, Indonesia www.tugu.com
Page 3
ANNOUNCEMENT
2 May 2024
AGENDA 2:
Approved Abstain Disapproved
3,030,166,990 votes 5,134,600 votes or 100 votes or 0.0000033% of
99.8308339% of the total 0.1691628% of the total the total shares with legal
shares with legal voting rights shares with legal voting rights voting rights present at the
present at the Meeting present at the Meeting Meeting
The Resolution of Agenda 2:
1. Determine the Use of Income for the Year attributable to equity holders of the parent entity
for the Financial Year ended 31 December 2023 amounted to Rp1,322,393,811,000 as
follows:
a. 40% of the Income for the Year attributable to equity holders of the parent entity or
Rp528,957,524,400 as dividends to shareholders in accordance to their respective
shares ownership portion, with the following detail :
i. Rp90,710,513,158 has been paid in accordance with the Announcement to
Shareholders regarding the Distribution of Interim Dividends on 28 November
2023; and
ii. Will be paid in cash amounting to Rp438,247,011,242.
Dividens payment to shareholders must be paid before Tantiem payment for the
Company’s Board of Directors and Board of Commissioners.
b. 60% of the Income for the Year attributable to equity holders of the parent entity or
Rp793,436,286,600 as retained earnings.
2. Grants the power and authority to the Board of Directors of the Company to arrange the
cash dividend payment distribution procedure no later than 30 days after the
announcement of the summary of the Company's Annual GMS.
AGENDA 3:
Approved Abstain Disapproved
3,019,449,639 votes 5,134,600 votes or 10,717,451 votes or
99.4777438% of the total 0.1691628% of the total 0.3530934% of the total
shares with legal voting rights shares with legal voting rights shares with legal voting rights
present at the Meeting present at the Meeting present at the Meeting
PT Asuransi Tugu Pratama Indonesia Tbk Head Office: t. +6221 529 61777 (hunting)
a member of PERTAMINA Wisma Tugu I f. +6221 529 61555 • +6221 529 62555
Jl. H.R. Rasuna Said Kav. C 8-9 e. enquiry@tugu.com • claim@tugu.com
Jakarta 12920, Indonesia www.tugu.com
Page 4
ANNOUNCEMENT
2 May 2024
The Resolution of Agenda 3 :
Grants the authority and power to the Board of Commissioners of the Company to appoint a Public
Accounting Firm to perform audit on the Company's Financial Statements for the financial year
ending on 31 December 2024 including the amount of the service fee, in accordance with applicable
rules and regulations, including appointing a replacement if for any reason based on the provisions of
the capital market in Indonesia the appointed Public Accounting Firm is unable to carry out its duties,
with the criteria that the Public Accounting Firm is registered in the Financial Services Authority, and
by coordinating beforehand to the Controlling Shareholder, in this case is PT Pertamina (Persero).
AGENDA 4:
Approved Abstain Disapproved
3,030,166,990 votes 5,134,600 votes or 100 votes or 0.0000033% of
99.8308339% of the total 0.1691628% of the total the total shares with legal
shares with legal voting rights shares with legal voting rights voting rights present at the
present at the Meeting present at the Meeting Meeting
Resolution of Agenda 4 :
1. Tantiem
Grants the power and authority to the Company's Board of Commissioners with prior
approval from PT Pertamina (Persero) as the controlling shareholder to determine
Performance Rewards (Tantiem/Performance Incentives/Special Incentives) for members
of the Company's Board of Directors and Board of Commissioners for the 2023 financial
year.
2. Remuneration
Grants the power and authority to the Company's Board of Commissioners with prior
approval from PT Pertamina (Persero) as the controlling shareholder to determine the
amount of salary/honorarium, allowances and facilities for members of the Board of
Directors, the Board of Commissioners, and the Sharia Supervisory Board (DPS) of the
Company for the 2024 financial year.
The Company is obliged to submit report in writing to PT Pertamina (Persero) as the
controlling shareholder regarding the implementation of the 2023 Performance Rewards
(Tantiem/Performance Incentives/Special Incentives) to the Board of Directors and Board
of Commissioners, as well as the 2024 Remuneration determination for the Board of
Directors, Board of Commissioners, and the Sharia Supervisory Board (DPS) no later than
3 (three) months after implementation.
PT Asuransi Tugu Pratama Indonesia Tbk Head Office: t. +6221 529 61777 (hunting)
a member of PERTAMINA Wisma Tugu I f. +6221 529 61555 • +6221 529 62555
Jl. H.R. Rasuna Said Kav. C 8-9 e. enquiry@tugu.com • claim@tugu.com
Jakarta 12920, Indonesia www.tugu.com
Page 5
ANNOUNCEMENT
2 May 2024
AGENDA 5:
Approved Abstain Disapproved
3,030,166,990 votes 5,134,600 votes or 100 votes or 0.0000033% of
99.8308339% of the total 0.1691628% of the total the total shares with legal
shares with legal voting rights shares with legal voting rights voting rights present at the
present at the Meeting present at the Meeting Meeting
Resolution of Agenda 5 :
Approved the Accountability Report of the Realization of the Use of Proceeds from the Public Offering:
- The total of proceeds obtained amounted to Rp684,444,530,000.00
- The total emission cost amounted to Rp25,742,358,837.00
- The realization of the use of proceeds that have been used amounted to
Rp586,091,519,814.10
The remaining funds amounted to Rp72,610,651,348.90 and the reason it has not been realized is
that all activities mentioned in the prospectus are carried out in stages.
The Company will realize the remaining funds from the Initial Public Offering of Rp72,610,651,348.90
in 2024 or the following year while considering the compliance to applicable laws and regulations and
GCG principles.
AGENDA 6:
Approved Abstain Disapproved
2,993,279,604 votes 5,471,900 votes or 36,550,186 votes or
98.6155549% of the total 0.1802753% of the total 1.2041698% of the total
shares with legal voting rights shares with legal voting rights shares with legal voting rights
present at the Meeting present at the Meeting present at the Meeting
Resolution of Agenda 6 :
1. Honorably discharged Mrs. Dian Masyita as of the closing of the Meeting with appreciation for all
the contributions, energy and thoughts given while serving as President Commissioner and
Independent Commissioner.
2. Re-appointed Mr. Emil Hakim as Finance and Corporate Services Director starting from the
closing of the Meeting until the closing of the 3rd (third) Annual General Meeting of Shareholders
(GMS) at the end of 1 (one) period term of office referred with due observance of the Company's
Articles of Association and applicable laws and regulations, however, does not reduce the right of
the GMS to dismiss members of the Board of Directors at any time before their term of office
ends.
PT Asuransi Tugu Pratama Indonesia Tbk Head Office: t. +6221 529 61777 (hunting)
a member of PERTAMINA Wisma Tugu I f. +6221 529 61555 • +6221 529 62555
Jl. H.R. Rasuna Said Kav. C 8-9 e. enquiry@tugu.com • claim@tugu.com
Jakarta 12920, Indonesia www.tugu.com
Page 6
ANNOUNCEMENT
2 May 2024
3. Appointed Mr. Abdul Ghofar as President Commissioner and concurrently Independent
Commissioner effective from the date of the Financial Services Authority (OJK) Fit and Proper Test
Results and until the closing of the 3rd (third) Annual GMS at the end of 1 (one) period term of
office with due observance to the Company's Articles of Association and applicable laws and
regulations, however, does not reduce the right of the GMS to dismiss the Commissioner at any
time before their term of office ends.
4. For the appointed members of the Board of Commissioners and the Board of Directors as
mentioned above in point 2 (two) and 3 (three), member of the Board of Commissioners, and
member of the Board of Directors who are still serving in other positions that are prohibited by
laws and regulations to be held concurrently with the positions of members of the Board of
Commissioners and the Board of Directors then those concerned must resign or be dismissed
from that position.
5. With the dismissal and appointment of the Board of Commissioners and the Board of
Directors as mentioned above in point 1 (one), 2 (two), and 3 (three), the composition of
the membership of the Board of Commissioners and the Board of Directors of PT Asuransi
Tugu Pratama Indonesia Tbk. is as follows :
BOARD OF COMMISSIONERS
President Commissioner/Independent Commissioner : Abdul Ghofar*
Commissioner : Bagus Agung Rahadiansyah
Commissioner : Samuel Ramna
Independent Commissioner : Poerwo Tjahjono
Independent Commissioner : Tajudin Noor
*) Waiting for the fit and proper test result from Financial Services Authority (OJK).
BOARD OF DIRECTORS
President Director : Tatang Nurhidayat
Financial & Corporate Service Director : Emil Hakim
Insurance Marketing Director : Ery Widiatmoko
Technical Director : Sudarlin
Compliance & Risk Management Director : Edi Yoga Prasetyo
Grants the power of attorney with substitution rights to the Board of Directors of the Company to
take all necessary actions related to the decisions of this Agenda in accordance with the
prevailing laws and regulations, including to declare in a separate Notary Deed and notify the
change in the composition of the Board of Directors and Board of Commissioners of the Company
to the Ministry of Law and Human Rights.
Jakarta, 2 May 2024
PT ASURANSI TUGU PRATAMA INDONESIA Tbk
The Board of Directors
PT Asuransi Tugu Pratama Indonesia Tbk Head Office: t. +6221 529 61777 (hunting)
a member of PERTAMINA Wisma Tugu I f. +6221 529 61555 • +6221 529 62555
Jl. H.R. Rasuna Said Kav. C 8-9 e. enquiry@tugu.com • claim@tugu.com
Jakarta 12920, Indonesia www.tugu.com
Names mentioned 14 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1 ×4
unresolved
person
Appointed Mr. Abdul Ghofar
· President Commissioner
p.6 ×3
unresolved
org
Ministry of Law and Human Rights.
p.6
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