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20240404_CNMA_Ringkasan Risalah//Risalah RUPS_31624618_lamp2.pdf
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Page 1
AULIA TAUFANI, S.H.
NOTARIS DI JAKARTA
Surat Keputusan Menteri Hukum dan Hak Asasi Manusia Republik Indonesia
NO : AHU-00081.AH.02.02.TAHUN 2017, TGL : 28 Desember 2017
MENARA SUDIRMAN Lantai 18 ABD, Jl. Jend. Sudirman Kav. 60 Jakarta Selatan 12190
Telp: 52892366 (hunting), Fax : 5204780
Email : ataufani@gmail.com
Jakarta, 2 April 2024
Number : 04/IV/2024 To:
Regarding : Resume of the Annual General PT Nusantara Sejahtera Raya Tbk
Meeting of Shareholders of at Jl Jalan K.H. Wahid Hasyim
PT Nusantara Sejahtera Raya Tbk Nomor 96-A, Kebon Sirih, Menteng,
Jakarta Pusat - 10340
With respects,
We hereby submit the Resume of the Annual General Meeting of Shareholders (hereinafter abbreviated to
"Meeting") of "PT Nusantara Sejahtera Raya Tbk", domiciled in Central Jakarta (hereinafter abbreviated to
"Company"), which was held on:
Day/ Date : Tuesday, 2 April 2024
Time : 14.17 WIB – 15.00 WIB
Venue : At The Club, Djakarta Theater Building,
3rd Floor, Jl. MH. Thamrin No. 9,
Menteng, Kebon Sirih, Central Jakarta
10340.
Attendance : Board of 1. Suryo Suherman President
Commissioners: Commissioner
2. Harris Lasmana Commissioner
3. Sacheen Harris Commissioner
Lasmana
4. Mohammad Noor Rachman Independent
Soejoeti Commissioner
5. Ongki Wanadjati Dana Independent
Commissioner
Board of 1. Arif Suherman Director
Directors :
2. Tri Rudy Anitio Director
3. Dody Suhartono Director
Shareholders : 80.445.685.090 shares (96,521%) from a total of
83.345.000.000 shares.
I. Meeting Agenda
1. Approval of the Company's 2023 Annual Report and Ratification of the Company's Consolidated
Financial Statement for the financial year ending December 31, 2023.
2. Determination of the Use of Attributable Profits for the Fiscal Year 2023.
3. Appointment of a Public Accountant and Public Accounting Firm to audit the Company's Financial
Statement for the Fiscal Year 2024.
4. Determination of Salaries and Allowances for members of the Board of Directors and Salaries or
Honorarium and Allowances for members of the Board of Commissioners of the Company for the
Fiscal Year 2024.
5. Accountability statement on the use of funds from the Initial Public Offering of Shares.
Page 2
AULIA TAUFANI, S.H.
NOTARIS DI JAKARTA
Surat Keputusan Menteri Hukum dan Hak Asasi Manusia Republik Indonesia
NO : AHU-00081.AH.02.02.TAHUN 2017, TGL : 28 Desember 2017
MENARA SUDIRMAN Lantai 18 ABD, Jl. Jend. Sudirman Kav. 60 Jakarta Selatan 12190
Telp: 52892366 (hunting), Fax : 5204780
Email : ataufani@gmail.com
6. Changes in the Composition of Company Management.
II. FULFILLMENT OF LEGAL PROCEDURES FOR HOLDING THE MEETING
1. Notification regarding the plan to hold a Meeting has been submitted by the Board of Directors to
the Financial Services Authority (hereinafter referred to as "OJK") and the Indonesian Stock
Exchange (hereinafter referred to as "IDX") on 15 February 2024 via letter number 05/CNMA-OJK
/II/2024.
2. Announcement of the Meeting to Shareholders regarding the invitation to the Meeting has been
submitted by the Board of Directors to the OJK and IDXon 22 February 2024 via the PT Kustodian
Sentral Efek Indonesia Website (hereinafter referred to as "KSEI"), the IDX Website and the
Company's Website.
3. Invitation to Shareholders for the Meeting has been submitted by the Board of Directors to OJK and
IDX on March 8, 2024, via the KSEI Website, IDX Website, and Company Website.
III. RESOLUTIONS OF THE MEETING
FIRST AGENDA OF THE MEETING
- The meeting provides an opportunity for shareholders and/or shareholders' proxies present to ask
questions and/or provide opinions related to the First Agenda of the Meeting.
- During the question-and-answer session, no shareholders and/or shareholder proxies were present
at the Meeting who asked questions or expressed opinions.
- Decisions are made by verbally and electronically voting.
- The voting results are as follows:
a. shareholders and/or shareholders' proxies who abstained amounted to 86,017,500 shares or
0.107% of the total valid shares present at the Meeting.
b. no shareholder and/or shareholder proxy has objected to this.
c. shareholders and/or their proxies who agreed amounted to 80,359,667,590 shares or 99.893% of
the total valid shares present at the Meeting.
In accordance with the provisions of Article 12, paragraph 7 of the Company's Articles of
Association and Article 47 of the Financial Services Authority Regulation Number
15/POJK.04/2020, an abstention vote is deemed to cast the same vote as the majority of shareholders
who voted, thus the total number of affirmative votes was 80,445,685,090 shares, or 100% of the total
valid shares present at the Meeting, decided to approve the proposed decision on the First Agenda
of the Meeting.
- Decisions on the First Agenda of the Meeting are as follows :
1. Approve and ratify:
a. Company Annual Report submitted by the Board of Directors for the 2023 Financial Year;
b. The Company's Financial Report for the financial year ending 31 December 2023 has been
audited by the Public Accounting Firm ("KAP") Siddharta Widjaja & Rekan, Independent
Auditors, under Report No. AP 0854 signed by Susanto, SE, CPA No.
00060/2.1005/AU.1/05/0854-1/1/III/2024 dated March 8, 2024, with an unmodified
opinion (“Unqualified Opinion”) prepared based on applicable Accounting Standards.
2. Provide full repayment and release from responsibility (acquit et de charge) to all members of
the Board of Directors for management actions and to all members of the Board of
Commissioners for supervisory actions carried out during the financial year ending 31
December 2023 as long as these actions are reflected in the Annual Report and Company
Financial Reports.
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AULIA TAUFANI, S.H.
NOTARIS DI JAKARTA
Surat Keputusan Menteri Hukum dan Hak Asasi Manusia Republik Indonesia
NO : AHU-00081.AH.02.02.TAHUN 2017, TGL : 28 Desember 2017
MENARA SUDIRMAN Lantai 18 ABD, Jl. Jend. Sudirman Kav. 60 Jakarta Selatan 12190
Telp: 52892366 (hunting), Fax : 5204780
Email : ataufani@gmail.com
SECOND AGENDA OF THE MEETING
- The meeting provides an opportunity for shareholders and/or shareholders' proxies present to ask
questions and/or provide opinions related to the Second Agenda of the Meeting.
- During the question-and-answer session, no shareholders and/or shareholder proxies were present
at the Meeting who asked questions or expressed opinions.
- Decisions are made by verbally and electronically voting.
- The voting results are as follows:
a. shareholders and/or shareholders' proxies who abstained amounted to 86,017,500 shares or
0.107% of the total valid shares present at the Meeting.
b. no shareholder and/or shareholder proxy has objected to this.
c. shareholders and/or their proxies who agreed amounted to 80,359,667,590 shares or 99.893%
of the total valid shares present at the Meeting.
In accordance with the provisions of Article 12, paragraph 7 of the Company's Articles of
Association and Article 47 of the Financial Services Authority Regulation Number
15/POJK.04/2020, an abstention vote is deemed to cast the same vote as the majority of
shareholders who voted, thus the total number of affirmative votes was 80,445,685,090 shares, or
100% of the total valid shares present at the Meeting, decided to approve the proposed decision on
the Second Agenda of the Meeting.
- Decisions on the Second Agenda of the Meeting are as follows :
1. Determine the use of net profit after tax and non-controlling interests attributable to
shareholders amounting to IDR 687,762,000,000.00 as follows :
a. An amount of Rp. 13,336,000,000.00 is designated as mandatory reserve funds to fulfill the
provisions of Article 70 of the Limited Liability Company Law regarding share issuance
during the initial public offering of shares.
b. An amount of IDR 666,760,000,000.00 is determined to be distributed to the Company's
shareholders as a Cash Dividend for the 2023 Financial Year or IDR 8.00 per share, which
will be distributed as a cash dividend to registered shareholders on April 18, 2024, and will
be paid on May 2, 2024. The cash dividends will be tax deducted in accordance with
applicable tax provisions.
c. The remainder is recorded as retained earnings whose use has not yet been determined to
strengthen the Company's capital.
2. Grant power and authority to the Company's Board of Directors to determine matters relating to
the implementation of the cash dividend payment, including but not limited to, among other
things, regulating the procedures for distributing the cash dividend and pronouncing it taking
into account the applicable laws and regulations.
THIRD AGENDA OF THE MEETING
- The meeting provides an opportunity for shareholders and/or shareholders' proxies present to ask
questions and/or provide opinions related to the Third Agenda of the Meeting.
- During the question-and-answer session, no shareholders and/or shareholder proxies were present
at the Meeting who asked questions or expressed opinions.
- Decisions are made by verbally and electronically voting.
- The voting results are as follows:
a. shareholders and/or shareholders' proxies who abstained amounted to 86,017,500 shares or
0.107% of the total valid shares present at the Meeting.
b. shareholders and/or shareholders' proxies who expressed their disagreement amounted to
378,147,700 shares or 0.470% of the total valid shares present at the Meeting.
c. shareholders and/or their proxies who agreed to 79,981,519,890 shares or 99.423% of the total
Page 4
AULIA TAUFANI, S.H.
NOTARIS DI JAKARTA
Surat Keputusan Menteri Hukum dan Hak Asasi Manusia Republik Indonesia
NO : AHU-00081.AH.02.02.TAHUN 2017, TGL : 28 Desember 2017
MENARA SUDIRMAN Lantai 18 ABD, Jl. Jend. Sudirman Kav. 60 Jakarta Selatan 12190
Telp: 52892366 (hunting), Fax : 5204780
Email : ataufani@gmail.com
valid shares present at the Meeting.
In accordance with the provisions of Article 12, paragraph 7 of the Company's Articles of
Association and Article 47 of the Financial Services Authority Regulation Number
15/POJK.04/2020, an abstention vote is deemed to cast the same vote as the majority of shareholders
who voted, thus the total number of affirmative votes was 80,067,537,390 shares, or 99.530% of the
total valid shares present at the Meeting, decided to approve the proposed decision on the Third
Agenda of the Meeting.
- Decisions on the Third Agenda of the Meeting are as follows :
1. Approved the delegation of authority to the Company's Board of Commissioners to determine
the AP and/or KAP who will audit the Company's financial statements for the financial year
ending 31 December 2024, including determining the amount of honorarium and other
requirements in connection with the appointment of the AP and/or KAP.
2. Approve the granting of authority to the Company's Directors to carry out matters deemed
necessary regarding the appointment of AP and/or KAP, including but not limited to the
process of holding meetings and signing letters of appointment for the AP and/or KAP in
question.
FOURTH AGENDA OF THE MEETING
- The meeting provides an opportunity for shareholders and/or shareholders' proxies present to ask
questions and/or provide opinions related to the Fourth Agenda of the Meeting.
- During the question-and-answer session, no shareholders and/or shareholder proxies were present
at the Meeting who asked questions or expressed opinions.
- Decisions are made by verbally and electronically voting.
- The voting results are as follows:
a. shareholders and/or shareholders' proxies who abstained amounted to 86,021,300 shares or
0.107% of the total valid shares present at the Meeting.
b. no shareholder and/or shareholder proxy has objected to this.
c. shareholders and/or their proxies who agreed amounted to 80,359,663,790 shares or 99.893% of
the total valid shares present at the Meeting.
In accordance with the provisions of Article 12, paragraph 7 of the Company's Articles of
Association and Article 47 of the Financial Services Authority Regulation Number
15/POJK.04/2020, an abstention vote is deemed to cast the same vote as the majority of shareholders
who voted, thus the total number of affirmative votes was 80,445,685,090 shares, or 100% of the total
valid shares present at the Meeting, decided to approve the proposed decision on the Fourth Agenda
of the Meeting.
- Decisions on the Fourth Agenda of the Meeting are as follows :
1. Approved the granting of authority to the Company's Board of Commissioners to determine
the honorarium, salary, facilities, allowances, and other remuneration packages for members of
the Board of Directors and Board of Commissioners for the 2024 financial year by taking into
account recommendations from the Nomination and Remuneration Committee as well as the
Company's financial condition.
2. Grant authority to the Company's Board of Commissioners to determine the distribution
between members of the Board of Commissioners and members of the Board of Directors in
connection with point 1 (one) above, taking into account the provisions of the Company's
Articles of Association and applicable rules and regulations.
The Company will disclose such information in a timely manner in its regular financial reports.
Page 5
AULIA TAUFANI, S.H.
NOTARIS DI JAKARTA
Surat Keputusan Menteri Hukum dan Hak Asasi Manusia Republik Indonesia
NO : AHU-00081.AH.02.02.TAHUN 2017, TGL : 28 Desember 2017
MENARA SUDIRMAN Lantai 18 ABD, Jl. Jend. Sudirman Kav. 60 Jakarta Selatan 12190
Telp: 52892366 (hunting), Fax : 5204780
Email : ataufani@gmail.com
FIFTH AGENDA OF THE MEETING
- The meeting provides an opportunity for shareholders and/or shareholders' proxies present to ask
questions and/or provide opinions related to the Fifth Agenda of the Meeting.
- During the question-and-answer session, no shareholders and/or shareholder proxies were present
at the Meeting who asked questions or expressed opinions.
- In the fifth agenda, since it is a report, no decision-making process has been carried out.
- The presentation of the Fifth Agenda is as follows :
The Initial Public Offering of the Company's shares has been carried out with an effective statement
from OJK No. S-186/D.04/2023 dated 25 July 2023 with the number of new shares issued
amounting to 8,335,000,000 (eight billion three hundred thirty-five million) shares, the collected
issuance value is IDR 2,250,450,000,000 (two trillion two hundred and fifty billion four hundred
and fifty million Rupiah).
Meanwhile, public offering costs up to 31 December 2023 are IDR 75,320,000,000 (seventy-five
billion three hundred and twenty million Rupiah).
Thus, the net proceeds from the funds obtained in the IPO after deducting the issuance costs are
IDR 2,175,130,000,000 (two trillion one hundred seventy-five billion one hundred thirty million
Rupiah).
As of December 31, 2023, IDR 1,129,000,000,000 (One trillion one hundred twenty-nine billion
Rupiah) of these funds have been utilized as follows :
1) Development and expansion of the cinema network amounting to IDR 309,000,000,000 (three
hundred and nine billion Rupiah);
2) Repayment of part of the principal debt to PT Bank Rakyat Indonesia (Persero) in the amount of
IDR 500,000,000,000 (five hundred billion Rupiah); and
3) Used for working capital including but not limited to purchasing goods and services to support
Cinema XXI business activities amounting to IDR 320,000,000,000 (three hundred and twenty
billion Rupiah).
Thus, the remaining funds that have not been used are IDR 1,046,130,000,000 (one trillion forty six
billion one hundred thirty million Rupiah) and are currently kept in the form of a current account
with PT Bank Mandiri Tbk (Persero) with an interest rate of 5.25% per year.
SIXTH AGENDA OF THE MEETING
- The meeting provides an opportunity for shareholders and/or shareholders' proxies present to ask
questions and/or provide opinions related to the Sixth Agenda of the Meeting.
- During the question-and-answer session, no shareholders and/or shareholder proxies were present
at the Meeting who asked questions or expressed opinions.
- Decisions are made by verbally and electronically voting.
- The voting results are as follows :
a. shareholders and/or shareholders' proxies who abstained amounted to 86,017,500 shares or
0.107% of the total valid shares present at the Meeting.
b. shareholders and/or their proxies who expressed their disagreement were 21,815,296,063
shares or 27.118% of the total valid shares present at the Meeting.
c. shareholders and/or their proxies who agreed to 58,544,371,527 shares or 72.775% of the total
valid shares present at the Meeting.
In accordance with the provisions of Article 12 Paragraph 7 of the Company's Articles of Association
and Article 47 of the Financial Services Authority Regulation Number 15/POJK.04/2020, an
abstention vote is deemed to cast the same vote as the majority of shareholders who voted, thus the
total number of affirmative votes was 58,630,389,027 shares, or 72.882% of the total valid shares
present at the Meeting, decided to approve the proposed decision on the Sixth Agenda of the
Meeting.
Page 6
AULIA TAUFANI, S.H.
NOTARIS DI JAKARTA
Surat Keputusan Menteri Hukum dan Hak Asasi Manusia Republik Indonesia
NO : AHU-00081.AH.02.02.TAHUN 2017, TGL : 28 Desember 2017
MENARA SUDIRMAN Lantai 18 ABD, Jl. Jend. Sudirman Kav. 60 Jakarta Selatan 12190
Telp: 52892366 (hunting), Fax : 5204780
Email : ataufani@gmail.com
- Decisions on the Sixth Agenda of the Meeting are as follows :
1. Appointed Mr. Suryo Suherman, who currently serves as the company's President
Commissioner, to become the company's President Director, succeed Mr. Ir. Hans Gunadi,
M.Sc. as of the closing of this Meeting.
2. The appointment of the new Company's President Commissioner to replace Mr. Suryo
Suherman will be proposed and decided in a separate GMS and for the time being Mr. Ongki
Wanadjati Dana, who currently serves as Independent Commissioner, will also serve as Acting
President Commissioner of the Company.
3. The reign of Mr. Suryo Suherman as President Director, will serve the remainder of his
predecessor's reign.
4. Regarding the proposal above, the composition of the Company's Board of Directors and/or
Board of Commissioners will subsequently change to the following:
Board of Directors
- President Director : Suryo Suherman
- Director : Arif Suherman
- Director : Tri Rudy Anitio
- Director : Dody Suhartono
Board of Commissioners
- Acting President Commissioner/ Independent Commissioner: Ongki Wanadjati Dana
- Commissioner : Melia Suherman
- Commissioner : Harris Lasmana
- Commissioner : Sacheen Harris Lasmana
- Independent Commissioner : M. Noor Rachman Soejoeti
starting from the closing of this Meeting until the remaining reign as regulated in the
Company's Articles of Association.
5. Propose to approve the granting of power of attorney with the right of substitution to the
Company's Directors to state the Meeting's decision regarding changes to the composition of
the Company's Directors and Board of Commissioners in a notarial deed, notify the competent
authority and other actions related to this purpose.
The Meeting Resolutions above are stated in the Deed of Meeting Minutes dated 2 April 2024, Number 12,
which was made by me, the Notary. A copy of the deed is currently still being completed at our office.
Therefore, this resume is submitted before the above copy of the deed, which I (the Notary) will send to the
company as soon as it is completed.
Yours faithfully,
Notary in Jakarta,
AULIA TAUFANI, S.H.
Names mentioned 17 people and organisations named in the text · linked when the evidence is strong
unresolved
person
AULIA TAUFANI
p.1 ×7
unresolved
person
H. NOTARIS DI JAKARTA Surat Keputusan Menteri
p.1 ×6
unresolved
org
Menteri Hukum dan Hak Asasi Manusia Republik Indonesia
p.1 ×6
unresolved
org
K.H. Wahid Hasyim PT Nusantara Sejahtera Raya Tbk
p.1
unresolved
org
Financial Services Authority
p.2 ×6
unresolved
org
PT Kustodian Sentral Efek Indonesia
p.2
unresolved
org
Siddharta Widjaja & Rekan
p.2
unresolved
person
Ir. Hans Gunadi
p.6 ×2
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