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20240308_SDRA_Ringkasan Risalah//Risalah RUPS_31595752_lamp3.pdf
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Page 1
ANNOUNCEMENT OF
THE SUMMARY OF MINUTES OF THE ANNUAL GENERAL MEETING OF
SHAREHOLDERS
PT BANK WOORI SAUDARA INDONESIA 1906 Tbk
The Board of Directors of PT Bank Woori Saudara Indonesia 1906 Tbk, domiciled in South Jakarta
(hereinafter referred as the “Company”) hereby announces to the Shareholders of the Company that
the Company has held the Annual General Meeting of Shareholders (hereinafter referred as the
“Meeting”) as follows:
A. Day/Date, Time, Place and Meeting Agendas
Day/Date : Thursday, March 7, 2024
Time : 10.19 WIB – 11.41 WIB
Venue : Treasury Tower Building 27th Floor
District 8, Sudirman Central Business District (SCBD) Lot 28
Jl. Jend. Sudirman Kav. 52-53 South Jakarta 12190
Meeting Agendas:
1. Approval of the Annual Report including the Board of Commissioners Supervisory Actions
Report and validation of the Company’s Financial Statement for the financial year 2023.
2. Approval on Company’s Net Profits allocation for the financial year 2023.
3. The Appointment of Public Accountants Firm to perform the audit on the Company’s Financial
Statement for the financial year 2024.
4. Approval on salary / honorarium and allowance for the Board of Directors and the Board of
Commissioners of the Company for the financial year 2024 and tantieme for the Board of
Directors and the Board of Commissioners of the Company for the financial year 2023.
5. Changes of Management of the Company.
6. Changes to the Articles of Association of the Company.
B. Members of the Board of Directors and the Board of Commissioners of the Company
Present at the Meeting
THE BOARD OF DIRECTORS
Director : KANG BONG JOO;
Director : EDWIN SULAEMAN;
Director : BENNY SUDARSONO TAN;
Director : WURYANTO;
Director : ABDURACHMAN HADI.
THE BOARD OF COMMISSIONERS
President Commissioner : ARIEF BUDIMAN;
Independent Commissioner : AHMAD FAJARPRANA;
Independent Commissioner : ADI HARYADI;
- while CHOI JUNG HOON as the Commissioner of the Company was unable to attend.
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C. Meeting Quorum
The meeting was attended both physically and electronically through Electronic General
Meeting System KSEI (“eASY.KSEI”) totaling 8.194.299.759 shares or 95,6358033% of the
total number of shares with valid voting rights issued by the Company.
D. Opportunities for Submitting Questions and / or Opinions
In the Meeting, the opportunity to ask questions and / or give opinions regarding each agenda
item in the Meeting is provided, where the number of questioners/shareholders who submitted
questions and/or opinions was as follows:
- The First Agenda of the Meeting contained questions from ANDRY ANSJORI as
shareholder of 12,509 shares;
- The second agenda item for the meeting contained questions from AHMAD JAENUDIN
HR as shareholder of 200 shares;
- The Fourth Agenda of the Meeting contained questions from ANDRY ANSJORI as
shareholder of 12,509 shares;
- The Third, Fifth and Sixth Agenda of the Meeting do not contain questions and/or opinions
from shareholders;
E. Voting Mechanism
Meeting decisions are made by vote counting with the following results:
Meeting Number of Number of Number of Number of Total Votes
Agenda Votes Present Votes Votes Votes Agree Agree
Against Abstain
First 8.194.299.759 None None 8.194.299.759 8.194.299.759
shares shares or 100% shares or
of the total 100% of the
shares with total shares
valid voting with valid
rights present at voting rights
the Meeting present at the
Meeting
Second 8.194.299.759 None None 8.194.299.759 8.194.299.759
shares shares or 100% shares or
of the total 100% of the
shares with total shares
valid voting with valid
rights present at voting rights
the Meeting present at the
Meeting
Third 8.194.299.759 None None 8.194.299.759 8.194.299.759
shares shares or 100% shares or
of the total 100% of the
shares with total shares
valid voting with valid
rights present at voting rights
the Meeting present at the
Meeting
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Fourth 8.194.299.759 13,009 None 8,194,286,750 8,194,286,750
shares shares or shares or shares or
0.0002% of 99.9998% of the 99.9998% of
the total total shares with the total shares
shares with valid voting with valid
valid voting rights present at voting rights
rights the Meeting present at the
present at Meeting
the Meeting
Fifth 8.194.299.759 None 500 shares or 8,194,295,659 8.194.299.759
shares 0.00001% of shares or shares or
the total 99.99% of the 100% of the
number of total shares with total shares
shares with valid voting with valid
valid voting rights present at voting rights
rights the Meeting present at the
present at the Meeting
Meeting
Sixth 8.194.299.759 None 500 shares or 8,194,295,659 8.194.299.759
shares 0.00001% of shares or shares or
the total 99.99% of the 100% of the
number of total shares with total shares
shares with valid voting with valid
valid voting rights present at voting rights
rights the Meeting present at the
present at the Meeting
Meeting
F. The Resolutions of the Meeting
The resolutions of the Meeting are as follows:
First Agenda
1. To approve and accept the Annual Report of the Company including the Supervisory
Action Report of the Board of Commissioners for the financial year 2023.
2. To ratify the Financial Report of the Company for financial year 2023 which has been
audited by the Public Accountant Office of Suharli, Sugiharto and Partners as stated in
its report dated February 13, 2024, with a fair opinion,in all material respects.
3. To grant release and discharge (volledig acquit et de charge) to the Board of Directors
and the Board of Commissioners for the actions of management and supervision they
have performed during the financial year 2023, as long as all of the actions are not a
criminal offense and reflected in the Company’s Annual Report for the financial year
2023.
Second Agenda
1. Approve and determine the use of the Company's Net Profit for the 2023 financial year
amounting to IDR 697,865,539,374.00 (six hundred ninety-seven billion eight hundred
sixty-five million five hundred thirty-nine thousand three hundred and seventy-four
rupiah),as follows:
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a. Amounting to Rp 235,626,445,010 (Two hundred thirty-five billion six hundred
twenty-six million four hundred forty-five thousand ten rupiah) or Rp 27.5 (twenty-
seven point five Rupiah) per share or approximately 33.76% (Thirty-three point
seventy-six percent) of the Company's Net Profit is distributed as Cash Dividends for
the 2023 Financial Year to Shareholders.
- Amounting to Rp 171,364,687,280 (One hundred seventy one billion three
hundred sixty four million six hundred and eighty seven thousand two hundred
and eighty rupiah) or Rp 20 (twenty Rupiah) per share has been distributed as the
2023 interim dividend which has been paid on January 26, 2024.
- Amounting to Rp 64,261,757,730 (Sixty four billion two hundred sixty one million
seven hundred fifty seven thousand seven hundred thirty rupiah) or Rp 7.5 (Seven
point five rupiah) will be distributed by the company as undistributed dividends
whose distribution will be regulated in the regulations how to distribute dividends.
b. Amounting to Rp 462,239,094,364 (Four hundred sixty two billion two hundred thirty
nine million ninety four thousand three hundred sixty four rupiah) or approximately
66.24% (sixty six point twenty four percent) of the Company's Net Profit is
determined as Retained earning.
2. Approve to grant the power and authority to the Company's Directors with the right of
substitution to further regulate the procedures and implementation of cash dividend
distribution in accordance with the provisions of applicable laws and regulations,
including rounding up for dividend payments per share.
Third Agenda
1. Approve to grant the power and authority to the Board of Commissioners of the Company
to appoint Public Accountant to audit the Company’s Financial Statements for the
Financial Year 2024.
2. Approve to grant the power and authority to the Board of Commissioners to determine
the Public Accountant’s honorarium as well as other requirements for appointment, and
also to appoint the Substitute Public Accountant if for whatever reason, the appointed
Public Accountant cannot complete the audit on the Company’s Financial Statements for
the financial year 2024, with provisions that in conducting Public Accountant
appointments, the Board of Commissioners must pay attention to the recommendations
of the Company’s Audit Committee and meet the criteria as stipulated in POJK No.
9/2023 concerning the Utilization of Public Accountant Services and Public Accountant
Firm in Financial Service Activities.
Fourth Agenda
1. Approve to grant the power and authority to the Board of Commissioners of the Company
to determine the salary and other allowances for the member of the Board of Directors
of the Company for the financial year 2024 and determine the amount of service fee
(tantiem) for members of the Board of Directors for the financial year 2023.
2. Approve to grant the power and authority to the Company's Board of Commissioners to
determine the honorarium and other allowances for members of the Company's Board of
Commissioners for 2024 and determine the amount of bonuses for members of the Board
of Commissioners for the 2023 financial year by taking into account the decision of the
Nomination and Remuneration Committee.
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Fifth Agenda
1. Approve the resignation of Mr. HWANG GYUSOON from his position as President
Director of the Company since the closing of the Meeting.
2. Appoint Mr. KIM EUNGCHUL as the new President Director of the Company as of
the closing of the Meeting, replaced Mr. HWANG GYUSOON who resigned.
3. As long as Mr. KIM EUNGCHUL has not yet effectively served as President Director
of the Company KANG BONG JOO is proposed to become alternate President Director
of the Company.
4. Respectfully dismiss KANG BONG JOO from his position as Director of the Company
since the end of his duties as Alternate President Director.
5. The term of office of members of the Board of Directors until the closing of the Annual
General Meeting of Shareholders for the 2025 Financial Year which will be held in
2026, except for KANG BONG JOO as Director and Alternate President Director of
the Company will end from the effectiveness of Mr. KIM EUNGCHUL as the new
President Director of the Company, which after obtaining approval from the Financial
Services Authority for the fit and proper test and having fulfilled all the provisions of
the laws and regulations in force in the Republic of Indonesia as stated in a Board of
Directors Decree, taking into account the laws and regulations in the Capital Market
sector without reducing the right of the General Meeting of Shareholders of the
Company to dismiss at any time.
6. Thus the composition of the members of the Board of Commissioners and members of
the Board of Directors of the Company are as follows
BOARD OF DIRECTORS
President Director : KIM EUNGCHUL
Director : KANG BONG JOO;
Director : BENNY SUDARSONO TAN;
Director : EDWIN SULAEMAN;
Director : WURYANTO;
Director : ABDURACHMAN HADI.
BOARD OF COMMISSIONER :
President Commissioner : ARIEF BUDIMAN;
Independent Commissioner : AHMAD FAJARPRANA;
Independent Commissioner : ADI HARYADI;
Commissioner : CHOI JUNG HOON.
7. Grant power and authority to the Company's Board of Directors with the right of
substitution to take all necessary actions relating to decisions on the Meeting agenda
and statutory regulations, including to declare in a separate Notarial deed and notify
changes to the Company's Management to the Ministry of Law and Human Rights of
the Republic of Indonesia in accordance with the provisions stipulated applies.
Sixth Agenda
1. Approve changes to the Company's Articles of Association, including adjustments to :
a. Standard Classification of Indonesian Business Fields (KBLI) 2020 in accordance
with the provisions of Central Statistics Agency Regulation Number 2 of 2020
concerning Standard Classification of Indonesian Business Fields;
b. Law no. 4 of 2023 concerning Development and Strengthening of the Financial
Sector;
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- as well as regulations relating to banking in accordance with applicable
regulations.
2. Agree to re-arrange all provisions in the Company's Articles of Association regarding
with the changes as referred to in point 1 (one) above.
3. Grant power and authority to the Company's Directors with the right of substitution
to take all necessary actions related to the decisions on the Sixth agenda of the
Meeting including but not limited to improving or making changes to the Company's
Articles of Association and restating all changes to the Company's Articles of
Association in the Deed A separate notary includes requesting approval and notifying
changes to the Company's data to the Minister of Law and Human Rights of the
Republic of Indonesia as well as taking all necessary actions regarding with this
matter in accordance with the provisions of the applicable laws and regulations.
Thus, the Announcement of the Summary of Minutes of Meeting.
Furthermore, the Board of Directors of the Company hereby announces the Schedule
and Procedures of Cash Dividend Distribution for Financial Year 2023
In accordance with the resolution of the Second Meeting Agenda as mentioned above, it has
been decided to distribute the payment of cash dividends to shareholders amounted to
235,626,445,010 (Two hundred thirty-five billion six hundred twenty-six million four
hundred fourth-five thousand ten rupiah) or Rp27.5 (Twenty-seven point five Rupiah) per
share or approximately 33.76% (Thirty-three point seventy-six percent) of the Company's
Net Profit for the Financial Year 2023 and to grant thevpower and authority to the Board of
Directors to determine the schedule and procedure for dividend distribution for the Financial
Year 2023 in accordance with the applicable regulations.
Regarding to the matters, hereby notified of the schedule and procedure for Cash Dividend
Distribution Payment for Financial Year 2023 as follows:
Schedule of Cash Dividend Payment
No. ACTIVITIES DATE
1 End of Shares Trading Period with Dividend Rights (Cum
Dividend)
● Regular and Negotiation Market March 19th, 2024
● Cash Market March 21st, 2024
2 Beginning of Shares Trading Period without Dividend
Rights (Ex Dividend)
● Reguler and Negotiation Market March 20th, 2024
● Cash Market March 22nd 2024
3 Recording Date of Shareholders eligible to Dividend March 21st, 2024
(Recording Date)
4 Cash Dividends Payment Date for the Financial Year 2022 April 4th, 2024
Cash Dividends Distribution Procedures
1. Cash Dividends will be paid to the shareholders of the Company whose names are
registered in the Shareholders Register of the Company (Recording Date) on March 21st,
2024 and/or shareholders of the Company in the securities sub account available in PT
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Kustodian Sentral Efek Indonesia (KSEI) at the closing of the trading on March 21st,
2024.
2. For shareholders of the Company whose shares are placed in the collective depository of
KSEI, cash dividends payments will be made through KSEI and will be distribute on
April 4th, 2024 into the Customer Fund Account (RDN) at the Securities Company and/or
Custodian Bank where the shareholders opening their securities sub account. Meanwhile,
for the Company's shareholders whose shares are not deposited in the collective
depository of KSEI, the cash dividend payment will be transferred to respective account
of shareholders of the Company.
3. a. Cash dividends will be subject to tax in accordance with the applicable tax laws and
regulations. The amount of tax charged will be borne by the relevant shareholders
of the Company and deducted from the amount of cash dividends of the relevant
shareholders entitlement.
b. In accordance with Law Number 11 of 2020 concerning Job Creation, dividends
received by Individual Domestic Taxpayers as long as the dividends are invested in
the territory of the Unitary State of the Republic of Indonesia for a certain period of
time and/or Domestic Corporate Taxpayers, are exempted from tax objects.
c. Referring to the announcement of KSEI No. KSEI-0087/DIR/0121 dated January 7,
2021 concerning Application of Taxes for Dividends Received by Domestic
Taxpayers After the enactment of Law Number 11 of 2020 concerning Job Creation,
KSEI will apply a tax rate of 0% (zero percent) on the Shareholders Register for
Domestic Corporate Taxpayer.
4. Foreign Taxpayers Shareholders of the Company whose the withholding tax thereof will
use the tariff based on the Double Taxation Avoidance Agreement (“P3B”) must comply
with requirements of the Directorate General of Tax Regulation No. PER-25/PJ/2018
regarding Mechanism for Implementation of Double Taxation Avoidance Agreement and
submitting document comprising an evidence of DGT/SKD record or a receipt uploaded
to the Directorate General of Taxes website to KSEI or BAE in accordance with
provisions and regulations of KSEI. Without the said documents, the cash dividends will
be subject to Income Tax of Article 26 in the amount of 20%.
Jakarta, March 8, 2024
PT BANK WOORI SAUDARA INDONESIA 1906 Tbk
The Board of Directors
HEAD OFFICE
Gedung Treasury Tower Lantai 26 dan 27, District 8 SCBD Lot 28
Jl. Jend. Sudirman Kav. 52-53 Jakarta 12190
Telp. (62-21) 50871906 Faks. (62-21) 50871900
Website : http://www.bankwoorisaudara.com
E-mail : saudara@bankwoorisaudara.com
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PT BANK WOORI SAUDARA INDONESIA
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