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20240422_DOID_Ringkasan Risalah//Risalah RUPS_31628471_lamp1.pdf
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SUMMARY OF MINUTES
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
PT DELTA DUNIA MAKMUR TBK
In compliance with the Financial Services Authority Regulation No. 15/POJK.04/2020 concerning the Plan and Implementation of
General Meeting of Shareholders of Public Limited Company (“POJK 15/2020”), the Board of Directors of PT DELTA DUNIA
MAKMUR TBK (the “Company”), domiciled in South Jakarta, hereby announces that the Company has convened the
Extraordinary General Meeting of Shareholders (the “Meeting”) on Thursday, April 18, 2024 at the Financial Hall, Graha CIMB
Niaga 2nd Floor, Jl. Jend. Sudirman Kav 58, South Jakarta, which were carried out physically and electronically through
eASY.KSEI facility provided by PT Kustodian Sentral Efek Indonesia (“KSEI”).
A. The Meeting was convened from 2.13 pm to 2.56 pm.
I. Member of the Company’s Board of Commissioners and Board of Directors who attended the Meeting:
Board of Commissioners:
- President Commissioner and
Independent Commissioner : Hamid Awaludin
- Independent Commissioner : Nurdin Zainal
- Independent Commissioner : Peter John Chambers
Board of Directors:
- President Director : Ronald Sutardja
- Director : Dian Sofia Andyasuri
Member of the Company’s Board of Commissioners who attended through video teleconference:
- Commissioner : Ashish Gupta
II. Attendance Quorum at the Meeting
- Pursuant to article 27 paragraph (1) letter a and paragraph (2) of the Company’s Articles of Association, the Meeting is
valid and can be held if attended by shareholders/their proxies representing more than 2/3 (two-third) of the total number
of shares issued by the Company with valid voting rights for the First Agenda.
- Further pursuant to article 24 paragraph (1) letter a of the Company’s Articles of Association, the Meeting is valid and
can be held if attended by shareholders/their proxies representing more than ½ (one-half) of the total number of shares
issued by the Company with valid voting rights for the Second and Third Meeting Agenda.
- That the Meeting was attended by shareholders/their proxies representing 5,674,392,954 shares which constituting
77,342883% of 7,336,671,132 shares representing all shares issued by the Company with valid voting rights until the
recording date after deducting the number of shares from the shares buyback or treasury shares.
- That the attendance quorum for holding the Meeting has been complied with, and therefore the Meeting can be carried
on and is entitled to adopt a legal and binding resolutions.
III. The Opportunity to Raise Question or to Give Opinion
- That, every shareholder/proxy who was physically or virtually present was given an opportunity to ask question and/or
provide opinion related to each Meeting Agenda.
- That, none of the shareholder/proxy asked question and/or provided opinion in relation to the entire Meeting Agenda.
IV. The Resolution’s Mechanism Adopted in the Meeting
- The resolutions are adopted based on deliberative consensus. In the event the deliberation for consensus fails to be
achieved, then voting will be conducted.
- For those shareholders attended the Meeting, voting was conducted by submitting a voting card, and for those attended
the Meeting virtually, voting was conducted electronically (e-voting) through eASY.KSEI.
- If there is no dissenting vote and no abstained vote, the resolutions is considered agreed upon by deliberative
consensus. If anyone disagrees or votes abstain, the resolution will be conducted through a voting.
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- Pursuant to article 47 of POJK 15 and article 24 paragraph (6) of the Company's Articles of Association, abstained vote
is considered casting the same vote as voting by the majority shareholders.
V. The Meeting Agenda
1. Reconfirming the Company's plan to reduce the capital by cancelling a portion of the shares buyback of the Company
(“Treasury Shares”) amounting to 422,384,800 (four hundred twenty-two million three hundred eighty-four thousand
and eight hundred) shares which had been approved by the Company’s shareholders at the Extraordinary General
Meeting of Shareholders of the Company held on December 13, 2023.
2. Approval of the Company's plan to carry out a Share Buyback by referring to the Financial Services Authority Regulation
Number 29 Year 2023 concerning the Shares Buyback Issued by Public Companies (the “FSA Regulation 29/2023”).
3. Approval of the change in the composition of the Company’s Board of Directors.
VI. The Meeting Resolutions
First Agenda
Number of question/opinion None
Voting Result Affirmative Abstain Non-AffirmativeTotal Affirmative
Vote
(Affirmative
+Abstain)
The Meeting is approved by 5,674,321,154 200 shares or 71,600 shares or 5,674,321,354
majority votes shares or 0.000004% of the 0.001262% of the shares or
99.998734% of the total valid shares total valid shares 99.998738% of the
total valid shares present at the present at the total valid shares
present the Meeting Meeting present at the
Meeting Meeting
The resolutions: 1. Approved the reaffirmation of the Company's plan to reduce capital by
cancelling some of the Company’s shares buyback (“Treasury Shares”)
amounting to 422,384,800 (four hundred twenty-two million three hundred
eighty-four thousand eight hundred) shares which have been approved by
the Company's Shareholders at the Company's Extraordinary General
Meeting of Shareholders held on December 13, 2023.
2. Conducted amendment to Article 4 paragraph 2 of the Company's Articles
of Association so that the Company's issued and paid-up capital change to
8,198,788,432 (eight billion one hundred ninety eight million seven hundred
eighty eight thousand four hundred thirty two) shares or 30.4% of the
Company's Authorized Capital, as displayed on the presentation screen at
the Meeting.
3. Granted authority and power with the rights of substitution to the
Company's Directors, to carry out all necessary and/or required actions in
order to implement, legalize and/or effectively change the Company's
capital as proposed and explained by the Company in the Meeting as well
as other matters resolved in the First Agenda of the Meeting, including
determining the amount of Treasury Shares to be cancelled for the
Company's capital reduction but not limited to, appearing before the
authorized institutions including the Financial Services Authority and the
Indonesia Stock Exchange, determining a schedule for implementing the
capital reduction by cancelling the Treasury Shares, restating some or all
of the decisions in the First Agenda of the Meeting in the form of a notarial
deed, appear before a notary, submitting and signing all applications and
other required documents in accordance with applicable regulations and
legislation, including to the Minister of Law and Human Rights of the
Republic of Indonesia in order to obtain approval for the amendment to the
Company's Articles of Association, as well as to execute all necessary
actions without exception.
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Second Agenda
Number of question/opinion None
Voting Result Affirmative Abstain Non-Affirmative Total Affirmative
Vote
(Affirmative
+Abstain)
The Meeting is approved by 5,669,308,054 5,084,800 shares 100 shares or 5,674,392,854
majority votes shares or or 0.089610% of 0.000002% of the shares or
99.910388% of the the total valid total valid shares 99.999998% of the
total valid shares shares present the present the total valid shares
present the Meeting Meeting present the
Meeting Meeting
The resolutions: 1. Approved the Company's plan to carry out a Share Buyback by referring to
the provisions of FSA Regulation 29/2023 with a maximum amount of
819,878,843 (eight hundred nineteen million eight hundred seventy eight
thousand eight hundred and forty three) shares or 10% of the Company’s
issued and paid-up capital.
2. Granted authority and power with the rights of substitution to the
Company's Board of Directors, to carry out all necessary and/or required
actions in order to implementing, legalizing and/or effectively changing the
Company's capital as it has been presented and explained by the Company
in the Meeting as well as other matters decided in the Second Agenda of
the Meeting, including to implement the Company’s Shares Buyback.
Third Agenda
Number of question/opinion None
Voting Result Affirmative Abstain Non-Affirmative Total Affirmative
Vote
(Affirmative
+Abstain)
The Meeting is approved by 5,651,416,054 13,559,700 shares 9,417,200 shares 5,664,975,754
majority votes shares or or 0.238963% of or 0.165960% of shares or
99.595077% of the the total valid the total valid 99.834040% of the
total valid shares shares present the shares present the total valid shares
present the Meeting Meeting present the
Meeting Meeting
The resolutions: 1. Approved the appointment of Mr. Iwan Fuad Salim as Director of the
Company starting from the closing of the Meeting until the closing of the
Annual General Meeting of Shareholders (hereinafter referred to as the
AGMS) in 2027.
2. Furthermore, the composition of the members of the Company's Board of
Directors since the closing of the Meeting is as follows:
• Ronald Sutardja as President Director
• Dian Sofia Andyasuri as Director
• Iwan Fuad Salim as Director
With the terms of office until the closing of the AGMS in 2026 for Mr.
Ronald Sutardja and Mrs. Dian Sofia Andyasuri, and until the closing of the
AGMS in 2027 for Mr. Iwan Fuad Salim, without reducing the rights of
shareholders to dismiss at any time.
3. Granted authority and power with the rights of substitution to the
Company's Board of Directors, to execute any actions in connection with
the changes to the composition of the Board of Directors referred above,
including but not limited to stating in a separate notarial deed and notifying
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the changes to the Ministry of Law and Human Rights of the Republic of
Indonesia, and carrying out any and all necessary actions in accordance
with applicable laws and regulations.
Jakarta, 18 April 2023
The Board of Directors of the Company
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Names mentioned 12 people and organisations named in the text · linked when the evidence is strong
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org
Financial Services Authority
p.1 ×3
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PT Kustodian Sentral Efek Indonesia
p.1
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Indonesia Stock Exchange
p.2
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Minister of Law and Human Rights
p.2
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Ministry of Law and Human Rights
p.4
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