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20240430_ASII_Ringkasan Risalah//Risalah RUPS_31632703_lamp3.pdf
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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
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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
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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
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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
Names mentioned 27 people and organisations named in the text · linked when the evidence is strong
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PT Raya Saham Registra
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Aulia Taufani S.
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Minister of Law and Human Rights
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Rintis & Rekan
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Indonesia Stock Exchange
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Stephen Patrick Gore
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Ministry of Law and Human Rights
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Tanudiredja
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Eddy Rintis
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