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20240426_AMAG_Ringkasan Risalah//Risalah RUPS_31630495_lamp2.pdf
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SUMMARY MINUTES OF GENERAL MEETING OF SHAREHOLDERS
2024
PT ASURANSI MULTI ARTHA GUNA Tbk (“Company”)
Summary Minutes of General Meeting of Shareholders (“GMS”) of PT ASURANSI MULTI ARTHA GUNA Tbk,
domiciled in Jakarta Pusat (the “Company”) convened on Thursday, 25 April 2024, at the location of The
President Lounge, Menara Batavia, Jalan Kyai Haji Mas Mansyur Nomor 126, Karet Tengsin,Kecamatan
Tanah Abang, Kota Jakarta Pusat, Daerah Khusus Ibukota Jakarta 10220 with details as follows:
I. Annual GMS (AGMS)
The Minutes of the Company's AGMS on 25 April 2024 are as stated in the Cover Note of the Minutes
of Meeting made by Christina Dwi Utami, S.H, M.Hum, M.Kn, Notary in Jakarta which will then be
made in the Deed of Minutes of the Annual General Meeting of Shareholders of PT ASURANSI MULTI
ARTHA GUNA Tbk dated April 25, 2024, number 154, contains the following:
1. AGMS was held electronically hybrid by using application of eASY.KSEI completed by live
broadcast of GMS via AKSES KSEI which was implemented by reffering to OJK Regulation Number
16/POJK.04/2020 concerning the Implementation of General Meeting of Shareholders of the
Public Company in Electronical Way.
2. AGMS was chaired by Mr. Lukman Abdullah as Independent Commissioner in accordance with
article 46 and 47 of Company Article Association as well as based on BOC Decree dated 16 April
2024.
3. AGMS was conducted with the following details:
Day/Date AGMS : Thursday, 25 April 2024
Place AGMS : The President Lounge, Menara Batavia, Jalan Kyai Haji Mas
Mansyur Nomor 126, Karet Tengsin, Kecamatan Tanah Abang,
Kota Jakarta Pusat, Daerah Khusus Ibukota Jakarta 10220
Time AGMS : 10.10 – 11.08 AM
Agenda AGMS :
1. Approval and ratification of Annual Report including the Company's Financial Statements and
the Board of Commissioners Report on its supervisory duties for the Financial Year ended 31
December 2023, as well as the granting Acquit et de Charge to the Board of Directors and Board
of Commissioners of the Company for the supervisory and management actions for financial
year ended 31 December 2023;
2. Approval of the use of Company’s Profit and Loss for the financial year ended 31 December
2023;
3. Appointment of Public Accountant to audit the Company's books for the financial year ended 31
December 2024, and the granting of authority to the Company's Board of Commissioners to
determine the amount of honorarium for the public accountant and other requirements for such
appointment;
4. Approval of the determination of salaries and other benefits for members of the Company's Board
of Directors, as well as honorarium and other allowances for members of the Company's Board
of Commissioners for the financial year of 2024.
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4. BOC Members and BOD who attend the AGMS:
Board of Commissioners
Ramaswamy Athappan President Commissioner*)
Dedi Setiawan Vice President Commissioner
Lukman Abdullah Independent Commissioner
Dr. H. Firdaus Djaelani, MA Independent Commissioner
*) Join AGMS trough AKSes KSEI Zoom application
Board of Directors
Pankaj Oberoi President Director
Karel Fitrijanto Vice President Director
Thomas Paitimusa Vice President Director
Arun Arjandas Nanwani Vice President Director
Dinesh Ramu Finance Director
Peggy Wystan Director
5. Total number of shares with valid voting rights present at AGMS : 4.001.250.114 shares from
4.953.759.116 shares which is the total share with valid voting rights issued by the Company, after
reducing shares buy back issued by the Company (Treasury Stock).
Percentage of the total number of shares which has the valid voting rights : 80,772 %
6. In the AGMS, the Shareholders had been provided opportunity to submit the question, comment or
opinion related the AGMS Agenda
7. Numbers of shareholders who raised question, comment or opinion related the AGMS Agenda with
the following details:
- Agenda 1st : 1 (one) question/comment/opinion
( 1 submitted in physically attendance)
- Agenda 2nd : 0 question/comment/opinion
- Agenda 3rd : 0 question/comment/opinion
- Agenda 4th : 0 question/comment/opinion
- Agenda 5th : 0 question/comment/opinion
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8. Voting mechanism in making decision on the AGMS :
All decision in AGMS was taken based on mutual consensus. In the event the decision based on
mutual consensus fails to reached, the decision shall be valid based on the majority votes by
referring to the presence quorum and decision quorum requirement of AGMS, unless in the
Company Article of Association stated differently. From the presence quorum and decision
quorum of AGMS based on Company Article of Association are more than ½ (one-half).
Decision making from each agenda can be conducted are as follows:
o For Shareholders who present physically, if there is shareholders or their proxies who
disagree and/or give the abstain, then required to raise hands and subsequently give
the voting form to the AGMS Officials to be provided to AGMS Committee, shareholders
who not raised hand will be deemed agreed with the proposed proposal of decision is
conveyed
o For Shareholders who join electronically, can use the feature "E-Voting" on the
eASY.KSEI system according to the timeline provided in AGMS Rules to give the votes
agree/disagree/abstain, shareholders who not use feature E-Voting shall be deemed
abstain/blank
The Notary will recap and calculate numbers of votes of the Shareholders submitted either
physically or electronically.
9. The result of the voting and AGMS decision are conducted by voting:
Agenda 1
Result of Voting
Agree Disagree Abstain
4.001.250.114 shares 0 shares 0 shares
(100 %) (0%) (0%)
AGMS Decision
Approved and ratified the Board of Directors' Report of the Company regarding the
Company's business activities and financial administration for the Financial Year ended
31 December 2023, as well as approval and ratification of the Company's Financial
Statements, including the Company's Balance Sheets and Profit/Loss Account for the
Financial Year ended 31 December 2023, approval of the Annual Report and Supervisory
Report of the Company's Board of Commissioners, as well as the granting of full release
and discharge (Acquit et de Charge) to all members of the Board of Directors and Board
of Commissioners of the Company for the supervisory and management actions that have
been taken in the financial year ended 31 December 2023.
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Agenda 2
Result of Voting
Agree Disagree Abstain
8.101 shares 4.001.242.013 shares 0 shares
(0,001%) (99,999%) (0%)
AGMS Decision
As the proposed second Agenda, particularly related to the dividend payment, was
disagreed, hence the decision of the second Agenda are as follows:
Approve on the Company profit utilization for the financial year ended 31 December
2023 as follows :
i. A total of Rp. 3.000.000.000,- (three billion Rupiah) as reserve fund in
accordance with the provision of the Company’s Articles of Association;
ii. There is no dividend pay out.
iii. The remaining net profit for the financial year which ended on 31 December
2023 upon reserve fund and cash dividend payment reduction to be utilized for
investment purposes and working capital of the Company and shall be recorded
as retained earnings.
Agenda 3
Result of Voting
Agree Disagree Abstain
4.001.250.114 shares 0 shares 0 shares
(100 %) (0 %) (0 %)
AGMS Decision
1. Delegation of authority to appoint public accountant and/or auditing firm to the
Board of Commissioner, as it is needed the further advised from the Board of
Commissioner and recommendation from Audit Committee in relation with the
appointment of public accountant and/or auditing firm;
2. Grant of power and authority to the Board of Commissioner to determine the amount
of honorarium and other requirements, in connection with the appointment of public
accountant and/or auditing firm.
3. Criteria of the public accountant and/or auditing firm to be appointed, among
others who has been registered with OJK and competent in line with the business
complexity of the Company as well as such appointment is not in contrary with
theprevailing laws.
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Agenda 4
Result of Voting
Agree Disagree Abstain
4.001.250.114 shares 0 shares 0 shares
(100 %) (0 %) (0 %)
AGMS Decision
1. Approval to determine the amount of honorarium, bonus and/or remuneration for
the Board of Commissioner of the Company for the 2024 financial year in the amount
IDR 1,000,000,000 (one billion Rupiah)
2. Delegation of authority to the Board of Commissioner of the Company to performs
the nomination and remuneration function to determine the honorarium, bonus,
and/or remuneration for the members of the Board of Director.
3. Performance of any and all necessary actions to be taken for the above purposes
without any exceptions.
Such power is granted under the following conditions:
a. Such power shall take effect since the closing of this Meeting; and
b. This Meeting agrees to endorse all actions taken by the grantee based on grant
of power.
II. Extraordinary GMS (EGMS)
The Minutes of the Company's EGMS on 25 April 2024 are as stated in the Cover Note of the Minutes
of Meeting made by Christina Dwi Utami, S.H, M.Hum, M.Kn, Notary in Jakarta which will then be
made in the Deed of Minutes of the Annual General Meeting of Shareholders of PT ASURANSI MULTI
ARTHA GUNA Tbk dated 25 April 2024, number 155, contains the following:
1. EGMS was held electronically hybrid by using application of eASY.KSEI completed by live
broadcast of GMS via AKSES KSEI which was implemented by referring to OJK Regulation Number
16/POJK.04/2020 concerning the Implementation of General Meeting of Shareholders of the
Public Company in Electronical Way.
2. EGMS was chaired by Mr. Lukman Abdullah as Independent Commissioner in accordance with
article 46 and 47 of Company Article Association as well as based on BOC Decree dated 13 June
2023.
3. EGMS was conducted with the following details:
Day/Date EGMS :Thursday, 25 April 2024
Place EGMS : The President Lounge, Menara Batavia, Jalan Kyai Haji Mas
Mansyur Nomor 126, Karet Tengsin, Kecamatan Tanah Abang,
Kota Jakarta Pusat, Daerah Khusus Ibukota Jakarta 10220
Time EGMS : 11.31 - 11.58 AM
Agenda EGMS :
(1) Approval of the Company’s plan to conduct buyback shares which have been placed
and fully paid up by the Company with due observance of the provisions in the
Company Article of Associations and the applicable laws and regulations in Capital
Market; and
(2) Approval on the Company’s profit distribution from the retained earnings of the
previous years.
Page 6
4. BOC Members and BOD who attend the EGMS:
Board of Commissioner
Ramaswamy Athappan President Commissioner*)
Dedi Setiawan Vice President Commissioner
Lukman Abdullah Independent Commissioner
Dr. H. Firdaus Djaelani, MA Independent Commissioner
*) Join AGMS trough AKSes KSEI Zoom application
Director
Pankaj Oberoi President Director
Karel Fitrijanto Vice President Director
Thomas Paitimusa Vice President Director
Arun Arjandas Nanwani Vice President Director
Dinesh Ramu Finance Director
Peggy Wystan Director
5. Total number of shares with valid voting rights present at EGMS : 4.001.296.414 shares from
4.953.759.116 shares which is the total share with valid voting rights issued by the Company, after
reducing shares buy back issued by the Company (Treasury Stock).
6. Percentage of the total number of shares which has the valid voting rights : 80,7729 %
7. In the EGMS, the Shareholders had been provided opportunity to submit the question, comment or
opinion related the EGMS Agenda.
8. Numbers of shareholders who raised question, comment or opinion related the EGMS Agenda with
the following details:
- Agenda 1st : 0 question/comment/opinion
- Agenda 2nd : 0 question/comment/opinion
9. Voting mechanism in making decision on the EGMS :
All decision in EGMS was taken based on mutual consensus. In the event the decision based on
mutual consensus fails to reached, the decision shall be valid based on the majority votes by
referring to the presence quorum and decision quorum requirement of AGMS, unless in the
Company Article of Association stated differently. From the presence quorum and decision
quorum of AGMS based on Company Article of Association are as follows:
o For the first Agenda, the presence and decision quorum are 2/3.
o For the second Agenda, the presence and decision quorum are 1/2.
Decision making from each agenda can be conducted are as follows:
o For Shareholders who present physically, if there is shareholders or their proxies who
disagree and/or give the abstain, then required to raise hands and subsequently give
the voting form to the EGMS Officials to be provided to EGMS Committee, shareholders
who not raised hand will be deemed agreed with the proposed proposal of decision is
conveyed; or
o For Shareholders who join electronically, can use the feature "E-Voting" on the
eASY.KSEI system according to the timeline provided in AGMS Rules to give the votes
agree/disagree/abstain, shareholders who not use feature E-Voting shall be deemed
abstain/blank.
The Notary will recap and calculate numbers of votes of the Shareholders submitted either
physically or electronically.
Page 7
10. The result of the voting and EGMS decision are conducted by voting:
Agenda 1
Result of Voting
Agree Disagree Abstain
4.001.296.014 shares 400 shares 0 shares
(99,999 %) (0,001 %) (0 %)
EGMS Decision
1. To Approve buyback shares issued by the Company with the maximum cost of
Rp63.100.000.000 (Sixty three billion one hundred million rupiah) including broker
commission and other fees related to the shares buyback transaction, to repurchase
maximum 189.178.464 (one hundred eighty nine million one hundred seventy eight
thousand four hundred and sixty four) shares, taking into consideration the prevailing
laws and regulations in the Capital Markets sector. Once completed, these shares
along with the 48,015,600 (forty eight million fifteen thousand six hundred) shares
would mean the company has bought back 237,194,064 (two hundred thirty seven
million one hundred ninety four thousand sixty four) shares with a total nominal value
of Rp23,719,406,400 (twenty three billion seven hundred nineteen million four
hundred six thousand four hundred rupiah) or a maximum of 4.74% (four-point seven
four percent) of the Company’s total issued and paid up capital. Therefore, the
Company has announced the Information Disclosure and its Amendment in connection
with the Company shares buyback in accordance with the provisions POJK Number 29
year 2023 on 19 March 2024 and 22 April 2024.
2. To approve to grant authorities and powers to the Board of Directors of the Company
to perform any and all actions necessary in connection to the above, in accordance
with the prevailing laws and regulations in the Capital Markets sector including but
not limited to:
i. Determine the price to carry out buyback of shares issued by the Company;
ii. Determine the price to perform the sale of shares bought back.
iii. Terminate the implementation of Shares Buyback (if needed)
Agenda 2
Result of Voting
Agree Disagree Abstain
4.001.296.414 shares 0 shares 0 shares
(100 %) (0 %) (0 %)
EGMS Decision
1. To approve the utilization of retained earnings to be distributed to the Shareholders
as cash dividend in the amount of IDR Rp148.606.107.480,00 (One hundred forty eight
billion six hundred and six million one hundred and seven thousand four hundred and
eighty) or Rp. 30,00 (Thirty Rupiah) per share.
2. Give authority to Board of Directors to determine the payment schedule and its
mechanism and procedure according to the prevailing regulation.
Page 8
3. The remaining retained earnings after being deducted by the distribution of cash
dividend will be used for the purposes of investment and working capital of the
Company and recorded as the remaining retained earnings.
Jakarta, 26 April 2024
Board of Directors
Names mentioned 11 people and organisations named in the text · linked when the evidence is strong
unresolved
person
Christina Dwi Utami
· Notaris
p.1 ×3
unresolved
person
Dr. H. Firdaus Djaelani
p.2 ×2
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