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20240325_TIRA_Ringkasan Risalah//Risalah RUPS_31619041_lamp1.pdf
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Domiciled and Headquartered in East Jakarta
Announcement Summary Minutes
Extraordinary General Meeting of Shareholders
(“Meeting”)
The Board of Directors of the Company hereby inform the Shareholders of the Company, that the
Company has held the Extraordinary General Meeting of Shareholders (Meeting), namely:
A. ON :
Day/Date : Thursday, March 21, 2024
Venue : Seminar Room PT.Tira Austenite Tbk
Jl. Pulo Ayang Kav.R-1
Pulogadung Industrial Estate, East Jakarta.
Time : 10.10 – 10.35 Western Indonesia Time
The Company's Extraordinary General Meeting of Shareholders is conducted phisical and electronically
(“e-GMS”) with restrictions on physical attendance which is carried out through KSEI's Electronic General
Meeting System (“eASY.KSEI”) at the link (https://easy.ksei.co.id) with live streaming via the zoom webinar
by accessing the eASY.KSEI menu, the GMS Broadcast submenu located on the AKSes facility
(https://akses.ksei.co.id/) provided by The Indonesia Central Securities Depository (PT.Kustodian Sentral
Efek Indonesia).
B. The Agenda of Meeting as follows :
1. Approval of Reappointment/Changes in the Composition of the Board of Directors.
2. Approval of Reappointment/Changes in the Composition of the Board of Commissioners.
3. Approval to obtain a loan by the Company from Banks/Creditors that currently exist and/or will exist in the future for
credit facilities in a maximum principal amount of up to Rp. 300,000,000,000,- (three hundred billion Rupiah) at a rate
of maximum interest rate of 13% (thirteen percent) per year with a maximum loan term of 5 (five) years, whether done
once or in a series of loan agreements, and therefore to approve the signing by the Company's Directors, a loan
agreement between the Company as Debtor and Banks/Creditors that currently exist and/or will exist in the future as
lenders and the general terms and conditions as regulated in the Loan Agreement, as may be changed, modified,
innovated or supplemented from time to time.
4. Approve the actions of the Company's Directors in terms of providing collateral for debts of all or most of the
Company's assets/more than 50% (fifty percent) of the Company's assets/more than 50% (fifty percent) of the
Company's equity value and also providing collateral for debts assets of the Company's subsidiaries and/or other
parties (PT Tanah Sumber Makmur) to Banks/Creditors that exist now and/or will exist in the future, either those that
have been given or will be given until all credit facilities received by the Company are declared paid off by the
Bank/Creditors that exist now and/or will exist in the future
C. Members of the Board of Directors and Commissioners who attended Meeting:
The Meeting was attended by members of the Board of Directors and Board of Commissioners of the
Company by participating physically or electronically via live streaming on the zoom webinar by accessing the
eASY.KSEI menu, the GMS Broadcast submenu located on the AKSes facility (https://akses.ksei.co.id/)
provided by The Indonesia Central Securities Depository (PT.Kustodian Sentral Efek Indonesia), which will
be described as follows.
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Member of the Board of Commissioners who attended the Meeting:
- Commissioner : Rudianto Darmawan Santoso
Member of the Board of Directors who attended the Meeting:
- President Director : Selo Winardi
- Director : Doktor Agus Hasan Sulistiono Reksoprodjo
- Director : Soeseno Adi
D. The Chairman of the Meeting:
Pursuant to Article 37 paragraph (1) of Financial Services Authority Regulation No. 15/POJK.04/2020 dated
April 20, 2020, concerning the Planning and Holding of General Meetings of Shareholders of Public
Companies and Article 13 paragraph (1) letter a of the Company’s Articles of Association, the AGM was
opened and chaired by Mr. Rudianto Darmawan Santoso as a member of the Board of Commissioners
who has been appointed by the Board of Commissioners to chair and lead the Meeting through a letter of
appointment for the Chairman of the Meeting dated March 15, 2024.
.
E. Attendance Shareholders :
The Company's meeting was attended by shareholders and their proxies representing 482,518,034 (four
hundred eighty two million five hundred eighteen thousand thirty four) shares or equivalent to 86.06% (eighty
six point zero six percent) of the total shares with rights the valid votes cast by the Company amounting to
588,000,000 (five hundred eighty eight million) shares, therefore the meeting attendance quorum has been
fulfilled.
F. Opportunities Asking Questions and / or comments :
Shareholders or its proxy given the opportunity to ask questions and / or opinions for each of the Meeting
Agenda, however there is no shareholder or its proxy who asked questions and / or opinion.
G. Mechanisms of Decision :
Decision-making throughout of the agenda the Meeting conducted by deliberation and consensus, in terms of
no consensus is reached, then the decision made by voting and the meeting resolution are valid if approved by
more than ½ (one half) of the votes with voting rights are present at the Meeting for the agenda of the First,
Second, Third Meetings, and valid if approved by more than 3/4 (three quarter) of the total votes with voting
rights present at the Meeting for the agenda of the Fourth Meetings. Shareholder votes are counted and
submitted through KSEI's Electronic General Meeting System (“eASY.KSEI”) at the link
(https://easy.ksei.co.id).
H. Results of Voting :
Agenda first to fourth :
1. Decision making is carried out by asking whether the proposal submitted at the Meeting can be
approved by the Shareholders and / or by their attorney who is present physically or electronically
- No shareholders or its proxy who gives abstention (blank);
- No shareholder and its proxy, who voted against;
- All shareholders or its proxy voted in favor.
- So the decision was approved by the Meeting in deliberation
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2. Furthermore, the number of votes will be counted through eASY.KSEI via the link at
https://easy.ksei.co.id/
I. Results of Meeting Decisions :
1. The First Agenda of The Meeting :
Meeting The Shareholders Results
Attendance Disapprove Abstain Approve
Quorum
Yes/ % Shares % Shares % Shares %
No
Yes 86,06 0 0 0 0 482.518.034 100 Approve
The
Decision :
Approved that there will be no changes to the composition of the Company's Board of Directors or
terms of office as decided at the Annual General Meeting of Shareholders to be held in 2023..
2. The Second Agenda of The Meeting :
Meeting The Shareholders Results
Attendance Disapprove Abstain Approve
Quorum
Yes/ % Shares % Shares % Shares %
No
Yes 86,06 0 0 0 0 482.518.034 100 Approve
The
Decision :
1. Respectfully dismiss the late Mr. Soebronto Laras from his position as President Commissioner
and Independent Commissioner due to his passing on September 20 2023, and expressed his
gratitude for his service during his tenure;
2. Agree to provide full release, settlement and discharge of responsibility (acquit et discharge) to the
late Mr. Soebronto Laras for the actions he has carried out during his term of office up to the close
of this meeting, as long as these actions do not conflict with the Articles of Association the
Company, the applicable laws and regulations in the Republic of Indonesia, and reflected in the
Company's financial statements;
3. Approved, appointed and appointed Mr. Harry Kurniawan as Independent Commissioner, so that
the composition of the Board of Commissioners is to continue the old term of office of the Board of
Commissioners until the closing of the Company's Annual General Meeting of Shareholders in
2024 with the following composition:
Board of Commissioners:
Main Commissioner: Shinta Widjaja
Commissioner : Rudianto Darmawan Santoso
Independent Commissioner: Harry KurniawanCompany.
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3. The Third Agenda of The Meeting :
Meeting The Shareholders Results
Attendance Disapprove Abstain Approve
Quorum
Yes/ % Shares % Shares % Shares %
No
Yes 86,06 0 0 0 0 482.518.034 100 Approve
The Decision :
Approve the action of the Company's Directors to obtain a loan by the Company from Banks/Creditors
that currently exist and/or will exist in the future for credit facilities in a maximum principal amount of
up to Rp. 300,000,000,000,- (three hundred billion Rupiah) with maximum interest rate of 13%
(thirteen percent) per year with a maximum loan term of 5 (five) years, whether done in one go or in a
series of loan agreements, and therefore to approve the signing by the Company's Directors, an
agreement loans between the Company as Debtor and Banks/Creditors that currently exist and/or will
exist in the future as lenders and the general terms and conditions as regulated in the Loan
Agreement, as may be changed, modified, innovated or supplemented from time to time and agree to
grant authority to the Company's Directors to do everything necessary for the above purposes with no
exceptions to any action.
4. The Fourth Agenda of The Meeting :
Meeting The Shareholders Results
Attendance Disapprove Abstain Approve
Quorum
Yes/ % Shares % Shares % Shares %
No
Yes 86,06 0 0 0 0 482.518.034 100 Approve
The Decision :
Approve the actions of the Company's Directors in terms of providing collateral for debts of all or
most of the Company's assets/more than 50% (fifty percent) of the Company's assets/more than
50% (fifty percent) of the Company's equity value and also providing collateral for debts of
subsidiaries' assets -the Company's subsidiaries and/or other parties (PT Tanah Sumber Makmur) to
Banks/Creditors that exist now and/or will exist in the future, either those that have been given or will
be given until all credit facilities received by the Company are declared paid off by Banks/creditors
that exist now and/or will exist in the future and agree to grant authority to the Company's Directors to
do everything necessary for the above purposes with no action excluded.
Jakarta, March 21, 2024
PT Tira Austenite Tbk
Board of Directors
Names mentioned 13 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Sentral Efek Indonesia
p.1 ×2
unresolved
org
PT Tanah Sumber Makmur
p.1 ×2
unresolved
org
Financial Services Authority
p.2
unresolved
person
Harry KurniawanCompany.
· Commissioner
p.3
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