Back to announcement
20240429_TOBA_Ringkasan Risalah//Risalah RUPS_31631317_lamp3.pdf
RUPS minutes Needs review TOBASource file signed link, expires in 15 minutes
Extracted text 8
Page 1
ANNOUNCEMENT
SUMMARY OF MINUTES
ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT TBS ENERGI UTAMA Tbk
The Board of Directors of PT TBS Energi Utama Tbk (hereinafter referred to as “the Company”), domiciled in South Jakarta, herewith announces that it
has conducted the Annual General Meeting of Shareholders (hereinafter referred to as “the Meeting”) on Friday, April 26th 2024. The Meeting was started
at 13.35 – 14.45 Western Indonesian Time at Financial Hall, Graha CIMB Niaga 2nd Floor, Jalan Jenderal Sudirman Kaveling 58, Jakarta 12190, Indonesia,
which summarized in following Summary Minutes of the Meeting:
A. Compliance with Legal Procedures for Holding Meetings
1. Notification of the Meeting’s implementation plan to the Financial Services Authority (OJK) through Letter Number 036/TBS/III/2024 dated 13
March 2024 regarding Notification of the General Meeting of Shareholder plan of PT TBS Energi Utama Tbk.
2. Announcement of the Meeting plan on 20 March 2024 and invitation to Meeting on 4 April 2024 through Indonesian Stock Exchange’s website,
the Company’s website and eASY.KSEI system.
B. Meeting Agenda
The meeting is with agendum of the Meeting as follows:
1. Approval on the Annual Report and the Consolidated Financial Statements of the Company for the financial year ended on 31 December 2023.
2. Approval on the determination on the use of the Company’s net profit for the financial year ended on 31 December 2023.
3. Approval on the appointment of Public Accountant and Public Accounting Firm that will audit the Company’s Consolidated for Financial Year of
2024 and determination of the honorarium and other requirements related to the appointment.
4. Approval on the determination of honorarium and/or other allowances for the Board of Commissioners and Board of Directors.
5. Approval on the changes in the composition of the Company’s management.
6. Approval on the delegation of authority to the Board of Directors of the Company with the approval of the Board of Commissioners of the
Company for the implementation of the adjustments of subscribed and paid-up capital in the Company through the Company’s Management and
Employee Stock Option Program (MSOP/ESOP Program).
C. Members of the Board of Commissioners and the Board of Directors of the Company who attended the Meeting
Board of Commissioners 1. Bacelius Ruru, acting as President Commissioner concurrently Independent Commissioner
2. Djamal Nasser Attamimi, acting as Commissioner
3. Dr. Ahmad Fuad Rahmany, acting as Independent Commissioner
4. Prof. Bambang Permadi Soemantri Brodjonegoro S.E., M.U.P., Ph.D, acting as Independent
Commissioner.
1
Page 2
Board of Directors 1. Dicky Yordan, acting as President Director
2. Pandu Patria Sjahrir, acting as Vice President Director
3. Alvin Firman Sunanda, acting as Director
4. Juli Oktarina, acting as Director
5. Mufti Utomo, acting as Director
6. Sudharmono Saragih, acting as Director
D. Quorum of Shareholders in the Meeting
1. The provisions of the quorum as required in Article 14 paragraph (2) and paragraph (3) of the Company’s Articles of Association, Article 41
paragraph (1) of POJK 15, and/or Article 86 paragraph (1) of the Law of the Republic of Indonesia Number 40 of 2007 concerning the Limited
Liability Company, that the Meeting can be held if it is attended and/or represented by the shareholders or their legitimate proxies which
representing more than (1/2) one half of total shares with valid votes which has been issued by the Company; and
2. The Meeting was attended by the shareholders and/or the legal proxies of the Company's shareholders in total 6,414,611,600 (six billion four
hundred fourteen million six hundred eleven thousand six hundred) shares or 79.1272% (seventy-nine point one two seven two percent) dari
8,106,700,622 (eight billion one hundred six million seven hundred thousand six hundred and twenty-two) shares, issued and fully paid in the
Company.
E. Question & Answer Session in the Meeting
The shareholders of the Company are given the opportunity to ask questions, the Chairman of the Meeting provides the opportunity for the shareholders
or the proxies of the Company's shareholders to ask questions and/or provide opinions regarding the agenda of the Meeting being discussed. The
following are the details of the question and answer session in the Meeting as follows:
During the question-and-answer opportunity, there were no shareholders present physically or electronically at the Meeting asking questions and/or
opinions.
F. Mechanism of Resolutions in the Meeting
The Company’s shareholders can provide power of attorney electronically to attend and raise votes in the Meeting through KSEI’s Electronic General
Meeting System or eASY.KSEI at https://akses.ksei.co.id provided by PT Kustodian Sentral Efek Indonesia (“KSEI”). The shareholders or the proxy
of the shareholder who physically attended the Meeting may submit votes by filling out the voting cards provided.
The resolutions were made under deliberation for consensus mechanism, however, in the case that any of the shareholder or shareholders’ proxies
disagreed or abstained, the resolutions would be made by voting through the collection of voting cards.
G. Voting Results in the Meeting
The Company appointed Notary Aulia Taufani, S.H., and the Company’s share registrar, PT Datindo Entrycom, as independent parties to count and/or
validate the votes at the Meeting. The voting results at the Meeting are as follows:
2
Page 3
Agenda Agreed Abstained Disagreed
First Agenda 6,335,157,600 shares or 98.7613% 79,453,900 share or 1.2386% of the 100 shares or 0.0000% of the
of the total votes attend at the total votes attend at the Meeting total votes attend at the Meeting.
Meeting.
In accordance with the provisions of
Article 14 paragraph (16) of the
Company's Articles of Association, the
abstain votes are deemed to have cast
the same vote as the votes of the
majority of shareholders who cast
votes, thus the total votes in favor
amounted to 6,414,611,500 shares or
constituting 99.9999% of the total valid
shares present. in the Meeting decided
to approve the proposed resolutions of
the Meeting Agenda.
Second Agenda 6,335,157,600 shares or 98.7613% 79,453,900 share or 1.2386% of the 100 shares or 0.0000% of the
of the total votes attend at the total votes attend at the Meeting total votes attend at the Meeting.
Meeting.
In accordance with the provisions of
Article 14 paragraph (16) of the
Company's Articles of Association, the
abstain votes are deemed to have cast
the same vote as the votes of the
majority of shareholders who cast
votes, thus the total votes in favor
amounted to 6,414,611,500 shares or
constituting 99.9999% of the total valid
shares present. in the Meeting decided
to approve the proposed resolutions of
the Meeting Agenda.
3
Page 4
Agenda Agreed Abstained Disagreed
Third Agenda 6,335,157,600 shares or 98.7613% 79,453,900 share or 1.2386% of the 100 shares or 0.0000% of the
of the total votes attend at the total votes attend at the Meeting total votes attend at the Meeting.
Meeting.
In accordance with the provisions of
Article 14 paragraph (16) of the
Company's Articles of Association, the
abstain votes are deemed to have cast
the same vote as the votes of the
majority of shareholders who cast
votes, thus the total votes in favor
amounted to 6,414,611,500 shares or
constituting 99.9999% of the total valid
shares present. in the Meeting decided
to approve the proposed resolutions of
the Meeting Agenda.
Fourth Agenda 6,335,157,600 shares or 98.7613% 79,453,900 share or 1.2386% of the 100 shares or 0.0000% of the
of the total votes attend at the total votes attend at the Meeting total votes attend at the Meeting.
Meeting.
In accordance with the provisions of
Article 14 paragraph (16) of the
Company's Articles of Association, the
abstain votes are deemed to have cast
the same vote as the votes of the
majority of shareholders who cast
votes, thus the total votes in favor
amounted to 6,414,611,500 shares or
constituting 99.9999% of the total valid
shares present. in the Meeting decided
to approve the proposed resolutions of
the Meeting Agenda.
Fifth Agenda 6,334,811,500 shares or 98,7613% 79,453,900 shares or 1.2386% of the 346,200 shares or 0.0053% of
of the total votes attend at the total votes present at the Meeting. the total votes attend at the
Meeting. Meeting.
4
Page 5
Agenda Agreed Abstained Disagreed
In accordance with the provisions of
Article 14 paragraph (16) of the
Company's Articles of Association,
abstain votes are deemed to have cast
the same vote as the votes of the
majority of shareholders who cast
votes, thus the total number of
affirmative votes is 6,414,265,400
shares or constituting 99.9946% of the
total valid shares. those present at the
Meeting decided to approve the
proposed resolutions of the Meeting
Agenda.
Sixth Agenda 5,604,354,756 shares or 87,3685% 79,453,900 shares or 1.2386% of the 730,802,944 shares or
% of the total votes attend at the total votes present at the Meeting. 11,3927% of the total votes
Meeting. attend at the Meeting.
In accordance with the provisions of
Article 14 paragraph (16) of the
Company's Articles of Association, the
abstain votes are deemed to have cast
the same vote as the votes of the
majority of shareholders who cast
votes, thus the total votes in favor
amounted to 5,683,808,656 shares or
constituting 88.6072% of the total valid
shares present. in the Meeting decided
to approve the proposed resolutions of
the Meeting Agenda.
5
Page 6
H. Meeting Resolutions
The resolutions made of the Meeting are as follows:
Agenda Meeting Resolutions
First Agenda 1. To accept and approve the Annual Report which inter alia includes the supervisory report of Board of
Commissioners and Consolidated Financial Statement of the Company, for the financial year ended on
December 31, 2023 and ratify the Balance Sheet and Profit and Loss Calculation of the Company for year
ended on December 31, 2023 which has been audited by Public Accounting Firm Purwantowo, Sungkoro dan
Surja (member of global firm Ernst & Young) which opinion states that the Company’s Consolidated Financial
Statements present fairly in all material respects pursuant to the Independent Auditor Report dated 25 Maret
2024 Nomor: 00282/2.1032/AU.1/02/1833-1/1/III/2024; and
2. To release and discharge (acquit et the charge) to the Board of Directors and the Board of Commissioners of
the Company for management and supervision that has been performed in the financial year ended on
December 31, 2023, as long as those action reflected in the Annual Report of the Company.
Second Agenda To approve allocation of the Company’s net profit for the year ended on December 31, 2023 amounting
USD20,846,270 (twenty million eight hundred forty-six thousand two hundred and seventy United States Dollars),
where the Profit for the Year Attributable to the Equity Holders of the Parent Entity amounting to USD7,906,516
(seven million nine hundred six thousand five hundred and sixteen United States Dollars) with the following details:
1. In amount USD790,651 (seven hundred ninety thousand six hundred and fifty-one United States Dollars) will
be allocated as general appropriation pursuant to the Article 70 of Law no. 40 of 2007 concerning Limited
Liability Companies;
2. The remaining of USD7,115,865 (seven million one hundred fifteen thousand eight hundred and sixty-five
United States Dollars) will be will be recorded as retain earnings of the Company in order to strengthen the
long-term capital expenditure as well as to support the business growth and Company’s investment plan,
including but not limited to the investment in power business sector, including new and renewable energy and
also electric vehicle sector.
Third Agenda To approve the delegation of authority of the Board of Commissioners to:
1. Appoint the Public Accounting Firm that has been registered with the Financial Services Authority which has
competence in accordance with the complexity of the Company's business and is officially affiliated with one
of the world's largest Public Accounting Firms to conduct an audit of the Company's consolidated financial
statements for the current and ending financial year on December 31, 2024.
2. Determine the honorarium for the Public Accounting Firm along with other requirements in connection with
the appointment of the Public Accounting Firm in question.
3. Grant power and authority to the Company's Board of Commissioners and Directors to carry out all matters
relating to the appointment of a Public Accounting Firm in accordance with applicable regulations.
6
Page 7
Agenda Meeting Resolutions
Fourth Agenda Granting power and authority to the Board of Commissioners of the Company to determine the honorarium and/or
other benefit for all member of Board of Commissioners the Board of Directors for the financial year ended on
December 31, 2024, provided that the determination of the amount of honorarium and/or other benefits for all
members of the Board of Commissioners and the Board of Directors for the financial year ended on December 31,
2024 is carried out by taking into account the recommendations from Nomination and Remuneration Committee
and also by taking into consideration the Company's financial condition.
Fifth Agenda 1. To approve the reappointment of:
1) Mr Bacelius Ruru as President Commissioner concurrently Independent Commissioner;
2) Mr Djamal Nasser Attamimi as Commissioner; and
3) Mr Dr. Ahmad Fuad Rahmany as Independent Commissioner.
with effective term of office starting from the closing of this Meeting until the closing of the Company's 4th
(fourth) Annual General Meeting of Shareholders after the effective date of his appointment, namely the
Company's Annual General Meeting of Shareholders which will be held in 2028.
Hence, the composition of the Company’s Board of Commissioners starting from the closing of this Meeting
is as follows:
President Commissioner concurrently Independent Commissioner: Bacelius Ruru
Commissioner : Djamal Nasser Attamimi
Independent Commissioner. : Dr. Ahmad Fuad Rahmany
Independent Commissioner. : Prof. Bambang P.S. Brodjonegoro S.E. M.U.P, Ph.D
2. Approved the granting of power to each member of the Board of Directors of the Company with substitution
right to state the Meeting’s resolution regarding changes to the composition of the Company’s management
into the Deed of Resolution Statement made before a Notary and submitted notification of changes to the
Company's data to the Ministry of Law and Human Rights of the Republic of Indonesia to obtain a letter
receipt of notification of changes to Company data from the Minister of Law and Human Rights of the Republic
of Indonesia, and furthermore to conduct any matters deemed necessary in order to implement this Meeting
resolution with no exceptions.
Sixth Agenda To approve the delegation of authority to the Board of Directors of the Company with the approval of the Board of
Commissioners of the Company for the implementation of the adjustment of the issued and paid-up capital in the
Company for the implementation of the adjustments of issued and paid-up capital in the Company through the
Company’s Management and Employee Stock Option Program (MSOP/ESOP Program) and authorizes the Board
of Directors of the Company to take all necessary actions for the implementation of the addition of the Company's
capital and the issuance of New Shares by the Company in relation to MSOP/ESOP Program, including declaring
the amendment to Article 4 paragraph (2) of the Articles of Association into a notarial deed and subsequently
submitting it to the competent authority to obtain approval and/or receipt of notification of the amendment to the
7
Page 8
Agenda Meeting Resolutions
Articles of Association and subsequently performed any action deemed necessary and useful for this purpose with
nothing being excluded.
The resolutions of the Meeting are stated in the Deed of Minutes of Meeting dated April 26, 2024 Number 66 made by Notary Aulia Taufani S.H. The
copies of the deeds are currently still in the process of being completed at the Notary's office. The announcement of the Summary of the Minutes of the
Meeting is to comply with the provisions of Article 51 of POJK 15/2020 concerning the Plan and Organizing of the General Meeting of Shareholders of a
Public Company.
Jakarta, 29 April 2024
PT TBS ENERGI UTAMA Tbk
BOARD OF DIRECTORS
8
Names mentioned 20 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.1 ×2
unresolved
person
Djamal Nasser Attamimi
· Commissioner
p.1 ×2
unresolved
person
M.U.P.
p.1
unresolved
—
Oktarina
· Director
p.2
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.2
unresolved
person
Notary Aulia Taufani
p.2
unresolved
org
PT Datindo Entrycom
p.2
unresolved
person
Dr. Ahmad Fuad Rahmany Independent
· Independent Commissioner
p.7 ×6
unresolved
person
Prof. Bambang P.S. Brodjonegoro S.E. M.U.
p.7
unresolved
org
Ministry of Law and Human Rights
p.7
unresolved
org
Minister of Law and Human Rights
p.7
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
317 ms
12 Sep 2026 23:04
no RUPS minutes content - likely misclassified