Skip to content
Back to announcement

20240430_ASII_Ringkasan Risalah//Risalah RUPS_31632703_lamp3.pdf

RUPS minutes Needs review ASII

Source file signed link, expires in 15 minutes

This browser can't display the PDF inline. Open it in a new tab.

Extracted text 4

Page 1
                                   PT ASTRA INTERNATIONAL Tbk

                      ANNOUNCEMENT OF SUMMARY OF THE MINUTES OF
                        ANNUAL GENERAL MEETING OF SHAREHOLDERS

The Board of Directors of PT Astra International Tbk ( the “Company”) hereby sets out the summary of
minutes of Annual General Meeting of Shareholders (“Meeting”), as follows:

A.   Date, time and venue of the Meeting:

     - Date                      : Tuesday, 30 April 2024
     - Time                      : 2.02 p.m. until 3.57 p.m. Western Indonesian Time
     - Venue                     : Catur Dharma Hall
                                   Menara Astra, 5th floor
                                   Jl. Jenderal Sudirman Kav. 5-6,
                                   Central Jakarta
     - Electronic Attendance     : Using the Electronic General Meeting System KSEI (“eASY.KSEI”) facility

B.   Agenda of the Meeting:
     1. Approval of the amendment of Articles of Association of the Company, including discussion on the
         feasibility study of the additional business activities of the Company
     2. Approval of the 2023 Annual Report, including ratification of the Board of Commissioners
         Supervision Report, and ratification of the Consolidated Financial Statements of the Company for
         Financial Year 2023
     3. Determination on the appropriation of the Company’s net profit for Financial Year 2023
     4. Change of composition of members of the Board of Commissioners and the Board of Directors of
         the Company
     5. Determination on honorarium and/or benefit of the Board of Commissioners of the Company and
         determination on salary and benefit of the Board of Directors of the Company
     6. Appointment of the public accountant firm and public accountant to conduct an audit of the
         Company’s Financial Statements for Financial Year 2024

C.   - Members of the Board of Directors who attended the Meeting:
       President Director               : Djony Bunarto Tjondro
       Director                         : Johannes Loman
       Director                         : Suparno Djasmin
       Director                         : Chiew Sin Cheok
       Director                         : Gidion Hasan
       Director                         : Henry Tanoto
       Director                         : Santosa
       Director                         : Gita Tiffani Boer
       Director                         : FXL Kesuma
       Director                         : Hamdani Dzulkarnaen Salim

     -   Members of the Board of Commissioners who attended the Meeting:
         President Commissioner         : Prijono Sugiarto
         Independent Commissioner       : Sri Indrastuti Hadiputranto
         Independent Commissioner       : Bambang Permadi Soemantri Brodjonegoro
         Independent Commissioner       : Muliaman Darmansyah Hadad
         Commissioner                   : John Raymond Witt
         Commissioner                   : Stephen Patrick Gore
         Commissioner                   : Benjamin Herrenden Birks

     -   Member of the Board of Commissioners who participated in the Meeting through video conference
         is Anthony John Liddell Nightingale
Page 2
D.   The Shareholders who were present at the Meeting represent 34,049,839,259 shares or 84.108 % of
     the total shares in the Company with valid voting rights.

E.   Shareholders who were present at the Meeting were given the opportunity to raise questions and/or
     give opinions relating to the Meeting agenda. There were 5 (five) Shareholders/their proxies at the
     Meeting who raised questions.

F.   Mechanism of resolutions adopted in the Meeting was as follows:
     - Resolutions of the Meeting were taken by voting, not by way of deliberation to reach unanimity, due
       to proxies granted by several Shareholders to (a) solely attend the Meeting but not to cast vote
       (abstain) and (b) attend the Meeting and vote against the proposed resolution.
     - Voting for the fourth agenda of the Meeting which relates to individual person, was conducted
       verbally because there were no objections from Shareholders who were present physically and hold
       or represent at least 10% of the total issued shares of the Company with valid voting rights.
     - Votes for Shareholders who physically attended the Meeting were cast verbally by raising of hands
       by those who cast blank votes and who voted against the proposed resolution. Shareholders who
       physically attended the Meeting that did not raise their hands were deemed to vote affirmative on
       the proposed resolution.
     - Votes for Shareholders who attended the Meeting electronically were cast through the eASY.KSEI
       facility, in accordance with provisions of the prevailing regulations.
     - Pursuant to the capital market regulations, blank votes were deemed and calculated as casting the
       same vote as the majority votes of the Shareholders.

G.   The results of the voting for each agenda of the Meeting are as follows:

                                                                                        Total Agreed votes
                         Agreed            Disagreed            Abstained
                                                                                      (Agreed + Abstained)
       Agenda 1       33,722,532,132                78,700         327,228,427                    34,049,760,559
       Agenda 2       33,644,134,760             9,209,717         396,494,782                    34,040,629,542
       Agenda 3       33,722,513,032                 6,700         327,319,527                    34,049,832,559
       Agenda 4       26,399,521,965         6,806,698,884         843,618,410                    27,243,140,375
       Agenda 5       30,539,755,823         2,660,355,340         849,728,096                    31,389,483,919
       Agenda 6       33,315,134,073           394,596,559         340,108,627                    33,655,242,700

     The results of the voting are based on the tabulation carried out by PT Raya Saham Registra (the Share
     Administration Bureau appointed by the Company) together with Mr. Aulia Taufani S.H, (the Notary
     appointed by the Company to draw the minutes of the Meeting).

H.   Resolutions of the Meeting are as follows:

     First Agenda
     “1. To approve the amendment of the Articles of Association of the Company, including the feasibility
            study of the additional business activities of the Company;

      2. To authorize the Board of Directors of the Company:
          a. to make amendment and/or addition to the Articles of Association of the Company approved
              in this Meeting as necessary or in the event further regulations are issued by the related
              government bodies; and
          b. to restate part or entire part of these Meeting resolutions, with the right of substitution, in
              one or several deed(s) and to do any action as necessary related to part or entire part of these
              Meeting resolutions, including to amend the Company’s Articles of Association, and to notify
              and/or obtain approval on the amendment of the Articles of Association of the Company to
              the Minister of Law and Human Rights of the Republic of Indonesia and related government
              bodies.

     Second Agenda
     “Approve and accept the Annual Report for financial year 2023, including ratify the Board of
     Commissioners Supervision Report and ratify the Consolidated Financial Statements of the Company
Page 3
and Subsidiaries for financial year 2023, which has been audited by the Public Accountant Firm
Tanudiredja, Wibisana, Rintis & Rekan as stated in their report dated 27 February 2024 rendering the
opinion of fairly stated in all material respects.

With the approval of the Annual Report and the ratification of the Board of Commissioners Supervision
Report and the Consolidated Financial Statements of the Company and Subsidiaries, grant full release
and discharge (acquit et decharge) to all members of the Board of Commissioners and Board of Directors
of the Company for their respective management and supervision actions taken during financial year
2023, to the extent those actions are reflected in the Annual Report and Consolidated Financial
Statements of the Company and Subsidiaries for financial year 2023.”

Third Agenda
“Approve the consolidated net profit of the Company for financial year ending as at 31 December 2023
amounting to Rp. 33,839,170,942,738,- to be appropriated as follows:

 a.    (1)   an amount of Rp. 21,010,964,079,660,- or Rp. 519,- per share to be distributed as cash
             dividend, which include an interim dividend of Rp. 98,- per share or a total of Rp.
             3,967,388,207,720,- which has been paid on 31 October 2023, as such the remaining in the
             amount of Rp. 17,043,575,871,940,- or Rp. 421,- per share will be paid on 30 May 2024 to
             the Company’s Shareholders whose names are registered in the Company’s Register of
             Shareholders on 15 May 2024 at 16:00 Western Indonesian Time;

       (2)   authorize the Board of Directors of the Company to carry out the dividend distribution and
             to do all necessary actions, The dividend payment will be made with due observance to the
             prevailing tax, Indonesia Stock Exchange and other Capital Market regulations; and

 b.    the remaining, an amount of Rp. 12,828,206,863,078,- to be recorded as retained earnings of the
       Company.”

Fourth Agenda
“1. Accept the resignation of Mr. Johannes Loman as a Director of the Company;

2. Appoint:
   a. Mr. Bambang Permadi Soemantri Brodjonegoro as an Independent Commissioner of the
      Company;
   b. Ms. Hsu Hai Yeh as a Commissioner of the Company;
   c. Mr. Rudy as a Director of the Company;
   d. Mr. Thomas Junaidi Alim. W as a Director of the Company,

      as of the closing of this Meeting for a term of office as stipulated in the Articles of Association of the
      Company, therefore, the composition of the members of the Board of Commissioners and the Board
      of Directors of the Company will change and become as follows:

      Board of Commissioners of the Company:
      President Commissioner                 : Prijono Sugiarto
      Independent Commissioner               : Sri Indrastuti Hadiputranto
      Independent Commissioner               : Apinont Suchewaboripont
      Independent Commissioner               : Bambang Permadi Soemantri Brodjonegoro
      Independent Commissioner               : Muliaman Darmansyah Hadad
      Commissioner                           : Anthony John Liddell Nightingale
      Commissioner                           : Benjamin William Keswick
      Commissioner                           : John Raymond Witt
      Commissioner                           : Stephen Patrick Gore
      Commissioner                           : Benjamin Herrenden Birks
      Commissioner                           : Hsu Hai Yeh

      as of the closing of this Meeting until the 2026 Annual General Meeting of Shareholders of the
      Company, except for: (i) Mr. John Raymond Witt as well as Mr. Stephen Patrick Gore until the 2025
      Annual General Meeting of Shareholders of the Company, and (ii) Mr. Bambang Permadi Soemantri
Page 4
   Brodjonegoro and Ms. Hsu Hai Yeh until the 2027 Annual General Meeting of Shareholders of the
   Company,

   Board of Directors of the Company:
   President Director                                  : Djony Bunarto Tjondro
   Director                                            : Suparno Djasmin
   Director                                            : Chiew Sin Cheok
   Director                                            : Gidion Hasan
   Director                                            : Henry Tanoto
   Director                                            : Santosa
   Director                                            : Gita Tiffani Boer
   Director                                            : FXL Kesuma
   Director                                            : Hamdani Dzulkarnaen Salim
   Director                                            : Rudy
   Director                                            : Thomas Junaidi Alim W.

   as of closing of this Meeting until the 2026 Annual General Meeting of Shareholders of the Company,

   In connection with such change of the members of the Board of Commissioners and Board of
   Directors of the Company, grant a power of attorney with substitution right to the Board of Directors
   or Corporate Secretary of the Company to restate part or entire part of these Meeting resolutions
   in notarial deed and subsequently notify the composition of the Board of Commissioners and/or
   Board of Directors of the Company to the Ministry of Law and Human Rights of the Republic of
   Indonesia as well as other government agencies, and to do all required actions in compliance with
   the provision of the prevailing regulations,”

Fifth Agenda
“1. Determine that the total honorarium for the entire members of the Board of Commissioners of the
    Company will be in the maximum amount of Rp. 2 billion gross per month, effective as of 1 May
    2024 until the closing of the 2025 Annual General Meeting of Shareholders, and authorize the
    President Commissioner to determine the distribution of such honorarium amount among the
    members of the Board of Commissioners of the Company, with due observance to the opinion of
    the Nomination and Remuneration Committee of the Company; and

2. Authorize the Board of Commissioners to determine the salary and benefit of the members of the
   Board of Directors of the Company with due observance to the policy of the Nomination and
   Remuneration Committee of the Company.”

Sixth Agenda
“1. Appoint KAP Tanudiredja, Wibisana, Rintis & Rekan, a member of the PricewaterhouseCoopers
    network of firm, as Public Accountant Firm and Mr. Eddy Rintis as Public Accountant of the Company,
    to conduct an audit of the Financial Statements of the Company for financial year 2024;

2. Authorize the Board of Commissioners of the Company to appoint any replacement if the Public
   Accountant for whatever reason is unable to complete his duties, in accordance with applicable laws
   and regulations; and

3. Authorize the Board of Directors of the Company to determine the honorarium and other terms and
   conditions of the appointment of such Public Accountant Firm and Public Accountant, in accordance
   with applicable laws and regulations.”


                                    Jakarta, 30 April 2024
                                  PT Astra International Tbk
                                      Board of Directors

File

File Open PDF
Source IDX
Size0.2 MB
Published30 Apr 2024
Pages4
Characters14,902
Text sourceEmbedded text layer
OCR confidence—

Names mentioned 27 people and organisations named in the text · linked when the evidence is strong

linked org ASTRA INTERNATIONAL Tbk p.1 ×8
linked person Djony Bunarto Tjondro p.1 ×2
linked person Suparno Djasmin p.1 ×2
linked person Chiew Sin Cheok p.1 ×2
linked person Gidion Hasan p.1 ×2
linked person Henry Tanoto p.1 ×2
linked person Gita Tiffani Boer p.1 ×2
linked person Hamdani Dzulkarnaen Salim p.1 ×2
linked person Prijono Sugiarto p.1 ×2
linked person Sri Indrastuti Hadiputranto p.1 ×2
linked person John Raymond Witt p.1 ×3
linked person Hsu Hai Yeh p.3 ×4
linked person Thomas Junaidi Alim. W p.3 ×2
possible person Johannes Loman p.1 ×2
possible person FXL Kesuma p.1 ×2
possible person Benjamin Herrenden p.1 ×2
possible person Rudy p.3
unresolved org PT Raya Saham Registra p.2
unresolved person Aulia Taufani S. p.2
unresolved org Minister of Law and Human Rights p.2
unresolved org Rintis & Rekan p.3 ×2
unresolved org Indonesia Stock Exchange p.3
unresolved person Stephen Patrick Gore p.3
unresolved org Ministry of Law and Human Rights p.4
unresolved org Tanudiredja p.4
unresolved person Eddy Rintis p.4

Extraction attempts how the parser did, and what it refused

Nothing structured was extracted from this document — the attempts below say why.

Rule parser Needs review confidence 0.000 2026 ms 12 Sep 2026 23:04

no RUPS minutes content - likely misclassified

↑↓ select ↵ open ⇧↵ see every result