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20240426_CMRY_Ringkasan Risalah//Risalah RUPS_31630037_lamp2.pdf

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Page 1
                                     SUMMARY OF MINUTES OF
                        ANNUAL GENERAL MEETING OF SHAREHOLDERS ("AGMS")
                                 PT CISARUA MOUNTAIN DAIRY TBK


With regards to fulfill the provisions of the Financial Services Authority Regulation No. 15/POJK.04/2020 regarding
the Plan and Implementation of the General Meeting of Shareholders of the Public Company (“POJK No. 15”), the
Board of Directors of PT Cisarua Mountain Dairy Tbk. ("the Company") hereby notify that the Company has held an
Annual General Meeting of Shareholders (“the AGMS”) on Thursday, April 25th, 2024, in Cimory Mountain View,
Jl. Raya Puncak KM.77, Cisarua – Bogor, Indonesia. The AGMS was opened at 10.20 WIB and was concluded at
11.06 WIB (Western Indonesia Time), with the summary of minutes as follows:

AGMS Agenda

1. Approval and ratification of the Company's Annual Report for the financial year ended as of 31 December 2023,
   which includes: the Company's Activity Report the Board of Commissioners' Supervisory Report the latest
   Company's Financial Statement for the financial year ended as of 31 December 2023; and to give full discharge
   and release of responsibility (acquit et de charge) to the Board of Directors and the Board of Commissioners for
   their management and supervision during the stipulated financial year.

2. Approval of the Utilization of Company’s Net Profit for the Financial Year Ended as of December 31, 2023.

3. Report on the realization of the use of proceeds of public offering.

4. Appointment of Registered Public Accountants of the Company for the Financial Year of 2024.

5. Approval on the Changes of the Composition of the Board of Directors.

6. Approval on the Salary / Honorarium and Benefits of member of the Board of Commissioners and Board of
   Directors of the Company.



Attendance of the Members of the Board of Commissioners and Board of Directors of the Company

Board of Commissioners
President Commissioner: Bambang Sutantio
Commissioner: Wenzel Sutantio
Independent Commissioner: Alexander S Rusli

Board of Directors
President Director: Farell Grandisuri
Director: Axel Sutantio
Director: Bharat Shah Joshi
Director: Martua Parningotan Sihaloho
Director: Arjoso Wisanto
Page 2
Quorum of Shareholders in the Meeting

Under the provisions of Article 41 of FSA’s regulation No.15/POJK.04/2020 on the Plan and Implementation of the
General Meeting of Shareholders of Publicly Listed Companies (“POJK 15/2020”), the Annual General Meeting of
Shareholders (“the AGMS”) may be held if it is attended by shareholders and/or their proxies representing more
than 1/2 (one half) of the Company’s total shares with valid voting rights.

The Company’s Annual General Meeting of Shareholders was attended by the shareholders or their representatives
which represented 7.470.733.011 shares or 94.15% of the 7.934.683.000 shares issued by the Company.

Therefore, the provisions concerning the Meeting’s quorum were FULFILLED, and thus the Meeting was valid and
qualified to take valid and binding resolutions.


Opportunities for Question & Answer and/or to Give Opinion

The Company’s GMS had given opportunities to shareholders and their representatives to ask questions and/or give
opinions to each Agenda of the Meeting. However, there were no shareholder or its representative asked a question
and/or give any opinion.


Mechanism of Resolution Adoption

a. Resolutions of the General Meeting of Shareholders were adopted based on deliberations for Consensus.

b. In the event that a resolution based on deliberation for consensus was not achieved, resolutions were adopted
   through voting mechanism based on concurring votes of more than 1/2 (one half) of attending shareholders
   having shares with voting rights for the AGMS agenda.


Voting Result

Voting results for the adoption of resolutions pursuant to the agenda of the Meeting are as follows:


Annual General Meeting of Shareholders (“the AGMS”)
 Agenda                                                   Total Votes
                    Abstain                Disagree               Concur/Agree                Total Concur/Agree
    1           15.492.358 votes             0 votes            7.455.240.653 votes            7.470.733.011 votes
                    (0,21%)                   (0%)                   (99,79%)                        (100%)
    2           15.492.358 votes           100 votes            7.455.240.553 votes            7.470.732.911 votes
                    (0,21%)                 (0,00%)                  (99,78%)                       (99,99%)
    3           15.492.358 votes           100 votes            7.455.240.553 votes            7.470.732.911 votes
                    (0,21%)                   (0%)                   (99,78%)                       (99,99%)
    4           15.492.358 votes             0 votes            7.455.240.653 votes            7.470.733.011 votes
                    (0,21%)                 (0,00%)                  (99,79%)                        (100%)
    5           15.492.358 votes             0 votes            7.455.240.653 votes            7.470.733.011 votes
                    (0,21%)                   (0%)                   (99,79%)                        (100%)
    6           20.532.535 votes          214.135.964           7.236.064.512 votes            7.256.597.047 votes
                    (0,27%)                   votes                  (96,86%)                       (97,13%)
                                            (2,87%)
Notes: Pursuant to the Articles of Association of the Company Article 11 paragraph 17, the number of Abstain
Votes/Blank Votes shall be considered as casting the same vote as the majority vote of shareholders who cast their vote.
Page 3
AGMS Resolutions

Agenda 1
To approve and ratify the Annual Report of the Company for the year ending on December 31, 2023, including the
Operational Report of the Company, the Supervisory Report of the Board of Commissioners and the Consolidated
Financial Statements of the Company for the year ending on December 31, 2023, that has been audited by Mr. Arief
Somantri from the Public Accounting Firm Purwantono, Sungkoro, & Surja (member of Ernst & Young/EY in Indonesia)
that has been signed in 6 March 2024 with the opinion fair in all material matters.

Granted the full release and discharge (acquit et dé charge) to the Company’s Board of Directors and Board of
Commissioners for the management and supervisory actions carried out in the fiscal year of 2023, provided that such
duties are reflected in the Annual Report and Financial Statements of the Company for the financial year of 2023, except
for the fraud, embezzlement, and other criminals.

Agenda 2
   1. To approve the utilization of the Company's Net Profit for 2023 totaling Rp 1.241.780.000.000,00 as follows:
      a. Distributing Cash Dividend in the amount of Rp 714.121.470.000,00 or 57,51% of the Company’s Net Profit
          for the financial year ending 31 December 2023 which will be distributed proportionally to the Company's
          shareholders whose names are registered in the List of Shareholders of the Company (recording date) on
          8 May 2024 with the date of Dividend Payment is 20 May 2024, so that each share will receive a cash
          dividend of Rp 90.00 considering the applicable tax regulations.
      b. The remaining Net Profit will be added to Retained Earnings for the development of the Company's business
          activities.
   2. Granted the authority and power to the Board of Directors of the Company with substitution right to take all
      actions deemed necessary for such implementation, including to further regulate the procedure for dividend
      distribution, in accordance with the prevailing laws and regulations


Agenda 3

To approve the Report on the utilization of initial public offering proceeds.


Agenda 4

1. Approved to appoint Daniel Amdhani and the Public Accounting Firm Purwantono, Sungkoro and Surja, a member
   firm of Ernst & Young global network in Indonesia, as the Public Accountant and Public Accounting Firm to audit the
   Company’s financial statements for the current fiscal year ending on December 31, 2024.

2. To authorize the Board of Commissioners to determine other requirements and the amount of the auditor's fee by
   considering the fairness and scope of the audit work and to appoint a substitute public accountant and/or public
   accounting firm if the appointed accounting firm is unable to carry out its duties.


Agenda 5

1. Approved to appoint Mr. Pamungkas Bayu Triprasetyo as Director of the Company starting from the closing of this
   Meeting until the closing of the Company's Annual General Meeting of Shareholders which will be held in 2026 or at
   any time in the General Meeting of Shareholders in accordance with the provisions of the Company's Articles of
   Association

2. Determine the composition of the members of the Board of Directors of the Company, as of the closing of this Meeting
   until the closing of the Annual General Meeting of Shareholders of the Company in 2026, with the following
   composition:
Page 4
     Board of Directors
     President Director: Mr. Farell Grandisuri
     Director: Mr. Axel Sutantio
     Director: Mr. Bharat Shah Joshi
     Director: Mr. Martua Parningotan Sihaloho
     Director: Mr. Arjoso Wisanto
     Director: Mr. Pamungkas Bayu Triprasetyo

3. Granting authority and power to the Board of Directors of the Company, with the right of substitution, to
   express/declare the decision regarding the composition of the members of the Board of Directors of the Company
   mentioned above in a deed made before a Notary, and to further inform the competent authorities, and take all and
   every action required in connection with the decision in accordance with the applicable laws and regulations;


Agenda 6

1. Determine the salary or honorarium and/or other allowances for the members of the Board of Commissioners of the
   Company for the financial year 2024, a maximum equal to the fiscal year 2023 and authorize the Board of
   Commissioners of the Company to determine its allocation by considering the recommendations of the Nomination
   and Remuneration Committee.

2. Grant authority to the Company's Board of Commissioners to determine remuneration in the form of salary and/or
   other allowances for members of the Company's Board of Directors.



SCHEDULE AND PAYMENT MECHANISM OF CASH DIVIDENDS
The Company has announced the schedule and distribution mechanism of cash dividends for the financial year of 2023,
as follows:

A. Distribution Schedule of Final Cash Dividend

No.                                        REMARKS                                                  DATE
        Announcement of the schedule and mechanism for the distribution of final cash     26 April 2024
 1
        dividend on IDX’s website and the Company’s website
        End of Trading Period for Shares with Dividend Rights (Cum Dividend)
 2      • Regular and Negotiation Market                                                  6 Mei 2024
        • Cash Market                                                                     8 Mei 2024
        Start of Trading Period for Shares without Dividend Rights (Ex Dividend)
 3      • Regular and Negotiation Market                                                  7 Mei 2024
        • Cash Market                                                                     13 Mei 2024
 4      The Date for Recording the shareholders who are entitled to final cash dividend   8 May 2024
 5      Payment of final cash dividend for the fiscal year 2023                           20 May 2024


B. Distribution Mechanism for Final Cash Dividend
1. Cash Dividends shall be distributed to shareholders whose names are registered in the Company’s Register of
   Shareholders (Daftar Pemegang Saham/“DPS”) or registered on the recording date of May 8th, 2024 and/or
   the company’s shareholders registered at the Indonesian Central Securities Depository (PT Kustodian Sentral
   Efek Indonesia/“KSEI”)’s securities sub-account at the closing of trade session on May 8th, 2024.
Page 5
2.   For Shareholders whose shares are held in KSEI’s collective deposit, cash dividend payment shall be made
     through KSEI and shall be distributed through the Securities company’s account and/or Custodian Bank on
     May 20th, 2024. Payment evidence of cash dividends shall be provided by KSEI to Shareholders through the
     Securities Company and/or the Custodian Bank where Shareholders opened its account. Whilst for
     Shareholders whose shares are not held in KSEI’s collective deposit, the cash dividend payment shall be
     transferred to the Shareholders’ account.

3. The cash dividend will be taxed in accordance with the applicable tax laws and regulations.

4. Based on the prevailing 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 (“WP Badan DN”) and the Company does not
   deduct Income Tax on the cash dividends paid to the taxpayer. the DN Agency. 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 person concerned will
   be subject to income tax ("PPh") in accordance with the applicable laws and regulations, and the PPh must be
   paid by the WPOP DN concerned in accordance with 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 can obtain confirmation of dividend payments through a securities company and
   or custodian bank where Shareholders of the Company open a securities account, then the shareholders of the
   Company must be responsible for reporting dividend receipts as referred to in tax reporting for the tax year
   concerned in accordance with the laws and regulations applicable taxation.

6. Shareholders who are Foreign Taxpayers whose tax withholding will use a 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 the document of record evidence or receipt of DGT/SKD that has been uploaded to the website of
   the Directorate General of Taxes to KSEI or BAE with a deadline according to the rules and regulations of KSEI,
   without any documents referred to, the cash dividend paid will be subject to Article 26 Income Tax of 20%.


                                              Jakarta, 26 April 2024
                                         PT Cisarua Mountain Dairy Tbk
                                                Board of Directors

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Names mentioned 14 people and organisations named in the text · linked when the evidence is strong

linked org CISARUA MOUNTAIN DAIRY TBK p.1 ×8
linked person Bambang Sutantio · President Commissioner p.1 ×2
linked person Wenzel Sutantio · Commissioner p.1
linked person Alexander S Rusli · Commissioner p.1
linked person Farell Grandisuri · President Director p.1 ×5
linked person Axel Sutantio · Director p.1 ×3
linked person Bharat Shah Joshi · Director p.1 ×3
linked person Arjoso Wisanto · Director p.1 ×3
unresolved org Financial Services Authority p.1
unresolved person Martua Parningotan Sihaloho · Director p.1 ×2
unresolved person Arief Somantri p.3
unresolved person Pamungkas Bayu Triprasetyo · Director p.3 ×5
unresolved org PT Kustodian Sentral Efek Indonesia p.4
unresolved org Directorate General of Taxes p.5

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