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20240426_KEJU_Ringkasan Risalah//Risalah RUPS_31630369_lamp3.pdf
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ANNOUNCEMENT OF THE SUMMARY OF MINUTES OF
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
PT MULIA BOGA RAYA Tbk
In order to fulfill the provisions of Article 49 paragraph (1) and Article 51 paragraph (1) of the
Financial Services Authority Regulation Number 15/POJK.04/2020 concerning the Plan and
Implementation of General Meeting of Shareholders of Public Companies ("OJK Regulation
15/2020"), PT Mulia Boga Raya Tbk, a limited company established under the regulations of the
Republic of Indonesia, domiciled in Kabupaten Bekasi and based in Kawasan BIIE, Jalan Inti II Blok
C 7 No. 5-A, Desa Cibatu, West Java ("Company"), hereby notify the shareholders of the Company
regarding the Summary of Minutes of the Annual General Meeting of Shareholders (hereinafter
referred to as “Meeting”), in accordance with the minutes of Meeting as set out in Deed of
Minutes of Meeting dated April 24, 2024 Number 34, made before Liestiani Wang, S.H, M.Kn.,
Notary in South Jakarta, as follows:
A. Date, time, and venue of Meeting
Day/Date : Wednesday, April 24, 2024
Time : 09.17 to 10.27 Western Indonesian Time
Venue : Ballroom Arosa 1 dan Arosa 2, Hotel Arosa Jakarta, Jalan RC Veteran
Nomor 3, South Jakarta
B. Agenda of Meeting
1. Approval of the Annual Report and ratification of the Company’s Financial Statement
including the Board of Commissioner’ Supervisory Report for the fiscal year ended on 31
December 2023;
2. Determination of the use of Company’s net profit for the fiscal year ended on 31 December
2023;
3. Determination of honorarium and benefits for members of the Board of Commissioners of
the Company and salary and benefits for members of the Board of Directors for fiscal year
2024;
4. Appointment of the Public Accountant to audit the Company’s Financial Statement for the
fiscal year ended on 31 December 2024;
5. Approval of the Company’s shares buyback plan in accordance with the Financial Service
Authority Regulation No. 29 of 2023 on the Buyback of Shares Issued by Public Company;
and
6. Approval of changes in the composition of the Company’s management.
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C. Members of the Board of Commissioners and Board of Directors attended the Meeting
Board of Commissioners
President Commissioner : Hartono Atmadja
Independent Commissioner : Drs. Herbudianto
Independent Commissioner : Drs. Maurits D. R. Lalisang
Board of Directors:
President Director : Paulus Tedjosutikno
Director : Peter Wiradjaja
D. Shareholders attended the Meeting
The Meeting was attended by shareholders representing a total of 1.426.104.300 shares in
the Company who have valid voting rights equal to 95,073% of the total shares with valid voting
rights that have been issued by the Company.
E. The Questions and Answers session and/or provisions of opinion with regard to the agenda
of the Meeting
At the end of each discussion of the agenda of the Meeting, the Chairman of the Meeting gave
the opportunity to the shareholders, or its proxies presented in the Meeting to raise a
question and/or gave an opinion regarding the Meeting agenda.
F. The number of shareholders raising questions and/ or provide opinions regarding the agenda
of the Meeting
Number of Shares Owned or
Agenda of the Meeting Number of Shareholders Represented by the Owner/
Holder
Agenda-1 : - -
Agenda-2 : - -
Agenda-3 : - -
Agenda-4 : - -
Agenda-5 : - -
Agenda-6 : - -
G. Voting mechanism of the Meeting
In accordance with the provisions of Article 12 paragraph (13) of the Articles of Association of
the Company which are also included in the Code of Conduct of the Meeting which has been
distributed to the shareholders and/or its representative present at the Meeting, all decisions
in General Meeting of Shareholders are taken based on the mutual consensus. In the event that
a decision is not reached, based on deliberation and consensus, the decision is taken by a voting
mechanism with the terms as follows:
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- for the agenda to be decided in the Meeting following the provision of Article 12
paragraph (6) section (a) Articles of Association, represent of more than ½ (one-half) of
the number of votes issued legally in the Meeting.
H. Resolution
The resolution for the agenda of the Meeting was made through voting, with the result as
stated below:
Agenda of the Meeting Approve Disapprove Abstain
1.426.104.200 shares/ 100 shares/
Agenda-1 -
(99,99%) (0,01%)
1.426.104.200 shares/ 100 shares/
Agenda-2 -
(99,99%) (0,01%)
1.426.103.200 shares/ 1.100 shares/
Agenda-3 -
(99,99%) (0,01%)
1.426.104.000 shares/ 300 shares/
Agenda-4 -
(99,99%) (0,01%)
1.426.104.200 shares/ 100 shares/
Agenda-5 -
(99,99%) (0,01%)
1.426.104.200 shares/ 100 shares/
Agenda-6 -
(99,99%) (0,01%)
I. Resolution
A. The 1st Agenda of Meeting
1. To approve and accept the Company's Annual Report for the financial year ended
December 31, 2023, including the Directors' Report and the Supervisory Report of the
Company's Board of Commissioners.
2. To ratify the Company's Financial Report for the financial year ended December 31,
2023, which has been audited by Public Accountant Ely No. AP. 1737 from the Public
Accounting Firm Tanudiredja, Wibisana, Rintis & Partners (a firm member of the PWC
Global Network) as listed in its report number: 00205/2.1025/AU.1/04/1737-
3/1/II/2024 dated February 27, 2024, with reasonable opinions in all material matters.
3. To grant release and discharge to the members of Board of Directors and Board of
Commissioners of the Company from all responsibilities (acquit et de charge) for all
actions taken by the members of the Board of Directors and the Board of
Commissioners of the Company during the 2023 fiscal year as long as those actions are
reported and recorded in the Annual Report and the Company’s Financial Statements.
B. The 2nd Agenda of Meeting
To approve the use of net income for fiscal year which ended on December 31, 2023, in the
amount of IDR80,342,415,257 (eighty billion three hundred forty-two million four hundred
fifteen thousand two hundred fifty-seven Indonesian Rupiah) determined for its use in the
following details:
1. Amount IDR53 (fifty-three Indonesian Rupiah) per share or IDR79,500,000,000 (seventy-
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nine billion five hundred million Indonesian Rupiah) or approximately 99% of the 2023
financial year profit which is determined as cash dividend for the 2023 fiscal year and will
be distributed in cash to all of the Company's shareholders on May 17, 2024. The list of
shareholders who are entitled to the dividend is the shareholders registered on May 7,
2024, at 16.00 Western Indonesian Time. Furthermore, to grant power and authority to
the Board of Directors of the Company to regulate the procedure for paying the cash
dividend.
2. The remaining amount of IDR842,415,257 (eight hundred forty-two million four hundred
fifteen thousand two hundred fifty-seven Indonesian Rupiah) is used for general reserves
that have not been determined.
For the amount of mandatory reserves, the Company has fulfilled the provisions of Article 70
of the Limited Liability Company Law No. 40 of 2007, then it does not require mandatory
reserves for the financial year 2024.
C. The 3rd Agenda of Meeting
1. To approve the granting of power and authority to the Board of Commissioners of the
Company to determine the honorarium, salary, facilities, allowances, and other
remuneration packages for members of the Board of Directors and Commissioners of the
Company for year 2024 by taking into account the Company's financial condition.
2. To approve the granting of power and authority to the Board of Commissioners of the
Company to determine the distributions between the members of the Board of
Commissioners and members of the Board of Directors in connection with the proposed
item 1 (one) above, subject to the provisions of the Company's Articles of Association as
well as applicable rules and regulations.
D. The 4th Agenda of Meeting
1. To approve the re-appoint of Public Accountant Ely, license number AP.1737 from Public
Accounting Firm of Tanudiredja, Wibisana, Rintis & Partners (a member firm of PwC Global
Network) or a new name that will replace the name of Public Accounting Firm of
Tanudiredja, Wibisana, Rintis & Partners in the future which is a member of PwC Global
Network (hereinafter referred to as “PwC Indonesia”) or other Public Accountant appointed
as a substitute by PwC Indonesia, if Public Accountant Ely is unable to carry out her duties,
to audit the Company’s Financial Statement for the fiscal year ending December 31, 2024.
2. To approve the granting of power of attorney to the Board of Commissioners of the
Company to appoint a substitute Public Accounting Firm in the event that PwC Indonesia is
unable to carry out its duties.
3. To approve the granting of power of attorney to the Board of Commissioners of the
Company to determine other requirements and the amount of audit services by taking into
account the fairness and scope of audit work.
E. The 5th Agenda of Meeting
1. Approve the buyback of the Company’s shares that have been issued and listed on the
Indonesia Stock Exchange (“IDX”) with an estimated number of shares to be buyback of
approximately 0,43% (zero point forty-three percent) or approximately 6,421,674 (six
million four hundred twenty-one thousand six hundred seventy-four) shares of the total
shares that have been issued by the Company with the amount of funds allocated for the
buyback of the Company’s shares is a maximum of IDR7,500,000,000 (seven billion five
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hundred million Indonesian Rupiah) including brokerage fees and other cost related to the
buyback of the Company’s shares (“Buyback of the Company’s Shares”) which will be
carried out in stages within a maximum period of 12 (twelve) months after the Buyback of
the Company’s Shares is approved by the Meeting. The Buyback of the Company’s Shares
may be conducted through the IDX or outside the IDX.
2. Approve the granting of authority and/or power to the Board of Directors of the Company
to take all necessary actions for the achievement of the resolution as referred to in point 1
above, and with due observance of the prevailing laws and regulations.
F. The 6th Agenda of Meeting
1. Honorable discharge of Mr. Paulus Tedjosutikno as President Director of the Company, Mr.
Johannes Setiadharma as Director of the Company, Mr. Hartono Atmadja as President
Commissioner of the Company and Mr. Robert Chandrakelana Adjie as Commissioner of the
Company.
2. Approve:
a. The reappointment of Mr. Peter Wiradjaja as Director of the Company; and
b. The appointment of:
I. Mr. Indrasena Patmawidjaja as President Director of the Company;
II. Mr. Jeffry Halim as Director of the Company;
III. Mr. Ari Sutanto as Director of the Company;
IV. Mr. Hardianto Atmadja as President Commissioner of the Company; and
V. Mr. Paulus Tedjosutikno as Commissioner of the Company.
as of the closing of this Meeting for a term of office of 5 (five) years from the date of
appointment and ends at the closing of the fifth annual General Meeting of Shareholders
held in 2029, without prejudice to the right of the General Meeting of Shareholders to
dismiss at any time.
Therefore, without prejudice to the right of the Company's General Meeting of
Shareholders to dismiss them at any time, the composition of the Company's Board of
Directors and Board of Commissioners since the closing of this Annual General Meeting
Shareholders, are as follows:
Board of Directors:
President Director : Mr. Indrasena Patmawidjaja
Director : Mr. Peter Wiradjaja
Director : Mr. Jeffry Halim
Director : Mr. Ari Sutanto
Board of Commissioners:
President Commissioner : Mr. Hardianto Atmadja
Commissioner : Mr. Paulus Tedjosutikno
Commissioner : Mr. Atiff Ibrahim Gill
Commissioner : Mr. E. Maurits Klavert
Independent Commissioner : Mr. Drs. Herbudianto
Independent Commissioner : Mr. Drs. Maurits D. R. Lalisang
3. Granted power and authority to the Board of Directors of the Company, either individually
or jointly with the right of substitution to take all necessary actions related to the
resolutions of the agenda of this Meeting, including but not limited to affirming and/or
rearranging the contents of resolutions of the agenda of this Meeting into a notarial deed
and submitting it to the competent authority for approval and/or receipt of notification of
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changes to the Company's data, doing everything that is deemed necessary and useful for
such purposes without none of which is excluded.
Furthermore, in accordance with the decision of the 2nd Agenda of the Meeting as mentioned
above, the Meeting has decided to pay cash dividends from the Company's net income for 2023
fiscal year amounting to IDR53 (fifty-three Indonesian Rupiah) per share or IDR79,500,000,000
(seventy-nine billion five hundred million Indonesian Rupiah) which will be distributed to
holders the Company's shares, therefore the schedule and procedure for distributing cash
dividends for the 2023 fiscal year are as follows:
Schedule of Cash Dividend Distribution
No. INFORMATION DATED
1. End of Stock Trading Period with Dividend Rights (Cum Dividend):
- Regular dan Negotiation Markets; May 3, 2024
- Cash Market. May 7, 2024
2. Early of Stock Trading Period Without Dividend Rights (Ex Dividen):
- Regular dan Negotiation Markets; May 6, 2024
- Cash Market. May 8, 2024
3. Date of List of Shareholders Entitled to received Dividend (Recording
Date) May 7, 2024
4. Date of Cash Dividend Payment May 17, 2024
Procedures for Distributing Cash Dividends
1. The Cash Dividend will be distributed to the Company's shareholders whose names are
listed in the Shareholders Register ("DPS") or recording date on May 7, 2024 (recording
date) and/or Owners of the company's shares on the securities account at the Indonesian
Central Securities Depository ("KSEI") at the close of trading on May 7, 2024.
2. For Shareholders of the Company whose shares are included in KSEI's collective custody,
cash dividend payments will be made through KSEI and will be distributed on May 17, 2024,
into the Customer Fund Account (RDN) at the Securities Company and/or Custodian Bank
where the Shareholders open a securities account. As for the shareholders of the Company
whose shares are not included in the collective custody of KSEI, the cash dividend payment
will be transferred to the account of the shareholders of the Company.
3. The Cash Dividend will be taxed in accordance with the applicable tax laws and regulations.
4. Based on the applicable tax laws and regulations, the cash dividend will be excluded from
the tax object if it is received by the shareholders of the domestic corporate taxpayer (“DN
Entity Taxpayer”) and the Company does not deduct Income Tax on the cash dividends paid
to the DN Entity Taxpayer. that. Cash dividends received by shareholders of domestic
individual taxpayers (“WPOP DN”) will be excluded from the tax object as long as the
dividends are invested in the territory of the Unitary State of the Republic of Indonesia. For
WPOP DN that does not meet the investment provisions as mentioned above, the dividends
received by the DN concerned will be subject to income tax ("PPh") in accordance with the
provisions of the applicable laws and regulations, and the PPh must be paid by the WPOP
DN concerned himself with the provisions of Government Regulation No. 9 of 2021
concerning Tax Treatment to Support the Ease of Doing Business.
5. Shareholders of the Company may obtain confirmation of dividend payments through
securities companies and or custodian banks where shareholders of the Company open a
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securities account, then the shareholders of the Company must be responsible for reporting
the dividend receipts referred to in tax reporting for the tax year concerned in accordance
with the applicable tax laws and regulations.
6. Shareholders who are Overseas Taxpayers whose tax withholding will use the rate based on
the Double Taxation Avoidance Agreement ("P3B") must comply with the requirements of
the Director General of Taxes Regulation No. PER-25/PJ/2018 concerning Procedures for
the Application of Double Taxation Avoidance Agreement and submitting a document of
record or receipt of DGT or SKD (Surat Domicile) which has been uploaded to the website
of the Directorate General of Taxes to KSEI or the Securities Administration Bureau of PT
Bima Registra (“BAE”) in accordance with KSEI's rules and regulations, without the said
documents, the cash dividends paid will be subject to Article 26 Income Tax of 20%.
7. For Shareholders who are Overseas Taxpayers whose shares are in the collective custody of
KSEI, evidence of dividend tax withholding can be collected at the Securities Company
and/or Custodian Bank where the Shareholders open securities accounts and for Clearing
Shareholders it can be collected at BAE.
Jakarta, April 26, 2024
PT Mulia Boga Raya Tbk
The Board of Directors
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Names mentioned 20 people and organisations named in the text · linked when the evidence is strong
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Financial Services Authority
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person
Liestiani Wang
· Notaris
p.1
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person
Drs. Herbudianto Independent
p.2 ×2
unresolved
person
Drs. Maurits D. R. Lalisang
p.2 ×2
unresolved
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Rintis & Partners
p.3 ×3
unresolved
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Indonesia Stock Exchange
p.4
unresolved
—
I. Mr. Indrasena Patmawidjaja
· President Director
p.5 ×4
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—
II. Mr. Jeffry Halim
· Director
p.5 ×4
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III. Mr. Ari Sutanto
· Director
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IV. Mr. Hardianto Atmadja
· President Commissioner
p.5 ×4
unresolved
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V. Mr. Paulus Tedjosutikno
· Commissioner
p.5 ×7
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person
E. Maurits Klavert Independent
p.5 ×2
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Directorate General of Taxes
p.7
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PT Bima Registra
p.7
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