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20240403_JPFA_Laporan Informasi dan Fakta Material_31623838_lamp2.pdf
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Unofficial English Translation
TO WHOM IT MAY CONCERN
Number: 296/SI.NOT/IV/2024
The undersigned, I : CHRISTINA DWI UTAMI, Bachelor of Laws, Master in Humanities, Master of Notary
Public, Notary at Administration City of West Jakarta, hereby declares that:
PT. JAPFA COMFEED INDONESIA Tbk, domiciled in South Jakarta (hereinafter referred to as “the
Company”) has held:
- Annual General Meeting of Shareholders, at:
Day, date : Wednesday, April 3rd, 2024.
Place : Ballroom 1, Pullman Jakarta Central Park, Podomoro City,
Jalan Letnan Jenderal Siswondo Parman Kaveling 28, Jakarta 11470.
Time: : 10.26 – 11.31 Western Indonesia Time.
Agendas :
1. To approve Company’s Annual Report and ratification Company’s Financial Statement for the
financial year 2023;
2. To determine utilization of Company’s profit for financial year 2023;
3. To authorize Board of Commissioners to appoint public accountant to audit Company’s book
for financial year 2024 and to determine its remuneration;
4. To appoint members of Board of Commissioners and Board of Directors;
5. To determine salary and benefit of members of Board of Commissioners and Board of
Directors;
(hereinafter referred to as “AGM”).
Deed of Minutes of Annual General Meeting of Shareholders number 39 of PT. JAPFA COMFEED
INDONESIA Tbk, dated April 3rd, 2024, has been drawn for the Company.
Attendance of Members of Board of Directors and Board of Commissioners of the Company:
Members of Board of Directors attending the AGM:
President Director : Mr. RENALDO SANTOSA;
Vice President Director : Mr. TAN YONG NANG;
Director : Mr. ANTONIUS HARWANTO SURYO SEMBODO;
Director : Mr. LEO HANDOKO LAKSONO;
Director : Mr. Insinyur RACHMAT INDRAJAYA;
Members of Board of Commissioners attending the AGM:
President Commissioner : Mr. Haji SYAMSIR SIREGAR;
Vice President Commissioner
/Independent : Mr. BAMBANG BUDI HENDARTO;
Independent Commissioner : Mr. ITO SUMARDI DJUNI SANYOTO;
Commissioner : Mr. HENDRICK KOLONAS;
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Chairman of the AGM:
-The AGM was chaired by Mr. Haji SYAMSIR SIREGAR, as President Commissioner of the Company.
Attendance of Shareholders:
-The AGM was attended by the shareholders and their proxies representing 9,870,183,480 shares out of
11,627,669,901 shares or 84,89%, which constitute all issued shares of the Company (after being deducted
with number of shares have been bought back by the Company).
Questions and/or Opinions:
-The shareholders and its proxies were given opportunity to raise question and/or to give opinion for each
agenda of the AGM, but none of the shareholders raise a question.
Adopting Resolution Mechanism:
-The adoption of resolution AGM shall be adopted amicably to reach a mutual consensus, in the event the
consensus is not reached, the resolution shall be adopted by voting.
Voting Result:
1. First Agenda:
- Shareholders or proxies present cast “abstain” : 162,741,850 votes.
- Shareholders or proxies present cast “against/not agree” : 500 votes.
- Shareholders and proxies present cast “affirmative” : 9,707,441,130 votes.
- Hence the resolution was approved by : 9,870,182,980 votes or
99.99%, or more than 1/2
(one-half) of the total votes
lawfully cast at the meeting.
2. Second Agenda:
- Shareholders or proxies present cast “abstain” : 148,610,580 votes.
- Shareholders or proxies present cast “against/not agree” : 2,610,500 votes.
- Shareholders and proxies present cast “affirmative” : 9,718,962,130 votes.
- Hence the resolution was approved by : 9,867,572,980 votes or
99.97%, or more than 1/2
(one-half) of the total votes
lawfully cast at the meeting.
3. Third Agenda:
- Shareholders or proxies present cast “abstain” : 148,610,850 votes.
- Shareholders or proxies present cast “against/not agree” : 527,520,000 votes.
- Shareholders and proxies present cast “affirmative” : 9,194,052,630 votes.
- Hence the resolution was approved by : 9,342,663,480 votes or
94.66%, or more than 1/2
(one-half) of the total votes
lawfully cast at the meeting.
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4. Fourth Agenda:
- Shareholders or proxies present cast “abstain” : 149,151,150 votes.
- Shareholders or proxies present cast “against/not agree” : 1,139,679,714 votes.
- Shareholders and proxies present cast “affirmative” : 8,581,352,616 votes.
- Hence the resolution was approved by : 8,730,503,766 votes or
88.45%, or more than 1/2
(one-half) of the total votes
lawfully cast at the meeting.
5. Fifth Agenda:
- Shareholders or proxies present cast “abstain” : 148,610,850 votes.
- Shareholders or proxies present cast “against/not agree” : 4,080,700 votes.
- Shareholders and proxies present cast “affirmative” : 9,717,491,390 votes.
- Hence the resolution was approved by : 9,866,102,780 votes or
99.96%, or more than 1/2
(one-half) of the total votes
lawfully cast at the meeting.
AGM Resolution:
Decision of the First Agenda :
- (i) Approve the Annual Report of the Company for the financial year ended December 31, 2023 which
includes the Consolidated Financial Statements of the Company and its Subsidiaries (audited) for
financial year ended December 31, 2023 which has been audited by the Public Accountant Office of
Purwantono, Sungkoro & Surja (a member firm of Ernst & Young Global Limited) as stipulated in the
Independent Auditor’s Report of February 29, 2023 Number 00116/2.1032/AU.1/01/0704-2/1/II/2024, with
fair opinion in all material respect; (ii) to ratify the Annual Supervisory Report of the Board of
Commissioners of the Company for the financial year ended December 31, 2023; and (iii) to acquit and
discharge the Board of Directors and the Board of Commissioners of the Company for the management
and supervision have been done in the financial year ended December 31, 2023, provided that the
management and supervision are reflected in the Company’s Annual Report for the financial year ended
December 31, 2023;
Decision of the Second Agenda :
- Approve the utilization of consolidated profit of the Company for the financial year 2023 as follows:
No distribution of cash dividends for the Shareholders of the Company.
The amount of Rp 10,000,000,000.- (ten billion Rupiah) will be appropriated for reserve fund;
The balance will be recorded as retained earnings.
Decision of the Third Agenda :
- Authorize and give power to the Board of Commissioners of the Company to appoint Public Accountant
Office to audit the Company’s book for the financial year 2024, and to determine the remuneration of the
Public Accountant and other requirements for the said Public Accountant Office, and to determine Public
Accountant Office replacement, in the event the determined Public Accountant Office, for any reason,
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cannot accomplish auditing the Company Financial Report for the financial year 2024, including to
determine the remuneration of such Public Accountant Office.
Decision of the Fourth Agenda :
a. Appoint the members of the Board of Commissioners (including Independent Commissioners) and
the Board of Directors of The Company, which is effective as of the closing of this Meeting, until the
closing of the Company's Annual General Meeting of Shareholders in 2025, with the following
composition:
- President Commissioner : Mr. Haji SYAMSIR SIREGAR
- Vice President Commissioner/
Independent : Mr. BAMBANG BUDI HENDARTO
- Independent Commissioner : Mr. ITO SUMARDI DJUNI SANYOTO
- Commissioner : Mr. HENDRICK KOLONAS
- President Director : Mr. RENALDO SANTOSA
- Vice President Director : Mr. TAN YONG NANG
- Director : Mr. ANTONIUS HARWANTO SURYO SEMBODO
- Director : Mr. LEO HANDOKO LAKSONO
- Director : Mr. RACHMAT INDRAJAYA
b. Authorize and give power with the rights of substitution to the Board of Directors of the Company to
state such appointment` in a deed which is drawn up before a Notary Public, and to take all actions
required with respect to the foregoing without any exception.
Decision of the Fifth Agenda :
- Authorize and give power to (a) the Board of Commissioners to determine the salary and benefit for the
Board of Directors along with distribution of duties and powers of the members of Board of Directors and
(b) the President Commissioner to determine the salary and benefit for the members of the Board of
Commissioners (including member of Independent Commissioners).
This Letter is made to be used accordingly.
Jakarta, April 3rd, 2024.
Notary in West Jakarta Administrative City
Stamped & Signed
CHRISTINA DWI UTAMI, S.H., M.Hum., M.Kn.
Names mentioned 12 people and organisations named in the text · linked when the evidence is strong
unresolved
person
Insinyur RACHMAT INDRAJAYA
p.1 ×3
unresolved
org
Young Global Limited
p.3
unresolved
person
Signed CHRISTINA DWI UTAMI
p.4
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