Investor Relation

ANNOUNCEMENT OF SUMMARY OF MINUTES OF ANNUAL GENERAL MEETING OF SHAREHOLDERS AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

22 June 2023

Hereby we announced that the company held Annual General Meeting of Shareholders and Extraordinary General Meeting of Shareholders (“Meeting”) on Wednesday, June 21, 2023 at SOUTH78 Jalan Boulevard Gading Serpong Blok O No 7 & 8, Medang, Pagedangan, Tangerang 15334. The company held the meeting in compliance with The Financial Service Authority Regulation (POJK) No. 15/POJK.04/2020 concerning Plan and Convening of General Meeting of Shareholders, with the resolution are as follows:

A. ANNUAL GENERAL MEETING OF SHAREHOLDERS
Annual General Meeting of Shareholders
Date  : Wednesday, June 21, 2023
Place : Gedung SOUTH78,
            Jalan Boulevard Gading Serpong Blok O No 7 & 8, Medang, Pagedangan, Tangerang 15334.
Time : 09.22 – 10.01 WIB

Agenda of Meeting:

  1. Approval and ratification the Company Annual Report for the fiscal year 2022 and the Company Financial Statements of year  2022 as well as to grant the release and discharge (acquit et de charge) to the Company Board of Commissioners and Directors from their responsibilities in respect of the supervisory and management actions that have been conducted for the fiscal year2022;
  2. Determination on the appropriation of the Company net profit for financial year 2022;
  3. Appointment of the public accountant firm to conduct an audit of the Company Financial Statements for the Financial Year  2023 and to grand authority to the Company Board of Directors to determine their honorarium and requirements of the  appointment;
  4. Determination of the honorarium, salary and / or other benefits for members of the Company's Board of Commissioners and  Directors;
  5. Re-appointment and changes in the composition of the members of the Board of Commissioners and Board of Directors.
    (hereinafter referred as meeting)

Attendance Board of Directors and Board of Commissioners of the Company
Member of the Board of Directors who attended the Meeting:
President Director: Mr. DEDY ROCHIMAT;
Vice President Director : Mrs. CHRIESTINA IMAYATI HAMIDJAJA PUTRI;
Director : Mrs. ILDA IMELDA TATANG;
Director : Mr. TOMMY DIARY TAN;
Director : Mrs. YENNY ANDIKA
Member of the Board of Commissioners who attended the Meeting:
President Commissioner : Mr. Doctor PULUNG PERANGINANGIN;
Independent Commissioner : Mr. BAMBANG PERMANTORO;
Independent Commissioner : Mr. Doctor. Engineer MOHAMMAD HAMSAL;
Commissioners: Mr. AGUSTINUS PURNA IRAWAN;

The Chairman of Meeting
-The Annual General Meeting of Shareholders led by Mister AGUSTINUS PURNA IRAWAN, as the Commissioner of the Company’s

Attendance of Shareholders
-The Annual General Meeting of Shareholders was attended by shareholders and representative representing 1.259.129.800 shares or 78,70% from 1,600,000,000 total shares issued by the Company.

The Submission of Question and / or Opinion
-The shareholders and representative have been given opportunities to raise question and/or opinion for each agenda, however there is no shareholders and representative raise question and/or opinion during the Meeting.

The Mechanism of Adopting Resolution
-Resolutions of the Meeting adopted based on amicable deliberation to reach a mutual consensus, however deliberation of     consensus unattainable, the resolution shall be resolved by way of voting.
The Voting Result for each Agenda of the Meeting
-The First Agenda to the Fifth Agenda
-There were no shareholders and their proxies present at the Meeting who voted against;
-None of the shareholders or their proxies present at the Meeting voted blank/abstained;
-All shareholders or their proxies present at the Meeting voted in favor.
-So that the decision is approved by the meeting by deliberation to reach a consensus.

The Resolution of The Meeting
Decision of the First Agenda:
Approval and ratification the Company’s Annual Report for the fiscal year 2022,including Report on the Company’s Activities, The Board of Commissioners Supervisory Report, and the Company Financial Statements of year 2022 as well as to grant the release and discharge (acquit et decharge) to the Company’s Board of Commissioners and Directors from their responsibilities in respect of the supervisory and management actions that have been conducted as long as the actions are reflected in the Annual Report.
Decision of the Second Agenda:
Approved the use of net profit attributable to owners of the Company's parent entity for the 2022 financial year of Rp698.083.223,00 (six hundred ninety eight million eighty three thousand two hundred twenty three Rupiah) is recorded as retained earnings, to increase the working capital of the Company.
Decision of the Third Agenda:
To Grant authority and power to the Company's Board of Commissioners to appoint a Public Accountant who will audit the Company's Financial Statements for the 2023 financial year, with the following criteria:
a. Registered with the Financial Services Authority;
b. Has no conflict of interest with the Company;
c. Not involved in a case with the Company, its subsidiaries, affiliates, parent companies, Directors or Commissioners of the     Company;
-because the Company is considering and evaluating for the appointment of a further Public Accountant, as well as to determine the honorarium of the Public Accountant and the terms of appointment.
Decision of the Forth Agenda:
a. To determine salaries, honorarium and/or other benefits for members of the Company’s Board of Commissioners for the 2023 book at the maximum amount Rp. 2,563,000,000 (two billion five hundred sixty three million Rupiah) and confer the authority to the President Commissioners to set allocation.
b. To grant authority to the President Commissioner of the Company to determine salaries and/or benefits for the Directors of the Company.
Decision of the Fifth Agenda:
a. Appoint:
- Mr. DEDY ROCHIMAT as President Commissioner
- Mr. Doctor PULUNG PERANGINANGIN as President Director
- Mr. WILLIAM SIMIADI as Vice President Director
- Mrs. CHRIESTINA IMAYATI HAMIDJAJA PUTRI as Director
Re-appoint :
- Mrs. ILDA IMELDA TATANG as Director
- Mr. TOMMY DIARY TAN as Director
- Mrs. YENNY ANDIKA as Director
- Mr. BAMBANG PERMANTORO as Independent Commissioner
- Mr. Doctor. Engineer MOHAMMAD HAMSAL as Independent Commissioner
- Mr. AGUSTINUS PURNA IRAWAN as Commissioner
effective as the close of this Meeting.
b. Determine the composition of the Company’s Board of Directors and Board of Commissioners of the closing of this Meeting until  the closing of the Company’s Annual General Meeting of Shareholders in 2026 as follow:
    Board of Directors:
    President Director : Mr. Doctor PULUNG PERANGINANGIN;
    Vice President Director : Mr. WILLIAM SIMIADI;
    Director : Mrs. CHRIESTINA IMAYATI HAMIDJAJA PUTRI;
    Director : Mrs. ILDA IMELDA TATANG;
    Director : Mr. TOMMY DIARY TAN;
    Director : Mrs. YENNY ANDIKA;
    Board of Commissioners:
    President Commissioner : Mr. DEDY ROCHIMAT;
    Independent Commissioner : Mr. BAMBANG PERMANTORO;
    Independent Commissioner : Mr. Doctor. Engineer MOHAMMAD HAMSAL;
    Commissioners : Mr. AGUSTINUS PURNA IRAWAN;
c. To provide power to the Company’s Board of Directors, with the right of substitution, to restate the Meeting decisions with      regard to the Board of Directors and Board of Commissioner composition in notarial deed and thereafter give notice of the    composition to the authorities, as well as take every action needed with regard to the said resolution in accordance with    prevailing laws and regulations.

B. EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Extra ordinary General Meeting of Shareholders
Date : Wednesday, June 21, 2023
Place : Gedung SOUTH78,
           Jalan Boulevard Gading Serpong Blok O No 7 & 8, Medang, Pagedangan, Tangerang 15334.
Time : 10.10 – 10.24 WIB

Agenda of Meeting:

  1. Approval to underwrite the large amount or the whole amount of the Company's assets for the benefit of the Company in order to obtain loan facilities from financial institutions, both banks and non-banks appointed by the Board of Directors of the Company and / or for the benefit of the Company's subsidiaries, namely PT. Vivere Multi Kreasi, PT. Laminatech Kreasi Sarana, PT. Prasetya Gemamulia, PT. Vinotindo Grahasarana and PT AIDA Rattan Industry to obtain loan facilities from financial institutions, both banks and non-banks appointed by the Company's Board of Directors;
  2. Amendments to Article 17 paragraph 5 of the Articles of Association regarding the announcement of the Company's financial  statements.
    (hereinafter referred to as the Meeting).

Attendance Board of Directors and Board of Commissioners of the Company
Member of the Board of Directors who attend the Meeting:
President Director : Mr. Doctor PULUNG PERANGINANGIN;
Vice President Director: Mr. WILLIAM SIMIADI;
Director : Mrs. CHRIESTINA IMAYATI HAMIDJAJA PUTRI;
Director : Mrs. ILDA IMELDA TATANG;
Director : Mr. TOMMY DIARY TAN;
Director : Mrs. YENNY ANDIKA;
Member of the Board of Commissioners who attended the Meeting:
President Commissioner : Mr. DEDY ROCHIMAT;
Independent Commissioner : Mr. BAMBANG PERMANTORO;
Independent Commissioner : Mr. Doctor. Engineer MOHAMMAD HAMSAL;
Commissioners: Mr. AGUSTINUS PURNA IRAWAN;

The Chairman of Meeting
-The Extraordinary General Meeting of Shareholders lead by Mister AGUSTINUS PURNA IRAWAN, as the Commissioner of the Company’s

Attendance of Shareholders
-The Extraordinary General Meeting of Shareholders was attended by shareholders and representative representing 1.259.129.900 shares or 78.70% from 1,600,000,000 total shares issued by the Company.

The Submission of Question and / or Opinion
-The shareholders and representative have been given opportunities to raise question and/or opinion for each agenda, none of the shareholders and representative raise question and/or opinion.

The Mechanism of Adopting Resolution
-Resolutions of the Meeting adopted based on amicable deliberation to reach a mutual consensus, however deliberation of consensus unattainable, the resolution shall be resolved by way of voting.

The Voting Result :
-The First Agenda to the Second Agenda
-There were no shareholders and their proxies present at the Meeting who voted against;
-None of the shareholders or their proxies present at the Meeting voted blank/abstained;
-All shareholders or their proxies present at the Meeting voted in favor.
-So that the decision is approved by the meeting by deliberation to reach a consensus.

The Resolution of The Meeting
Decision of the First Agenda:
To approval to underwrite a large amount or whole amount of the Company’s assets for the benefit of the Company in order to obtain loan facilities from financial institutions both banks and non-bank appointed by the Directors of the Company and /or the benefit of the Company’s subsidiaries, namely PT. Vivere Multi Kreasi, PT. Laminatech Kreasi Sarana, PT. Prasetya Gemamulia, PT. Vinotindo Grahasarana and PT Aida Rattan Industry to obtain loan facilities from financial institutions both banks and non-banks appointed by the Board of Directors of the Company.
Decision of the Second Agenda:
a. Approved changes to the Company's Articles of Association, namely amending Article 17 paragraph 5 of the Company's Articles      of Association, as submitted at the Meeting
b. To provide power to the Company’s Board of Directors, both individually and together with the right of substitution to take any  and every action necessary in connection with the decision, including but not limited to stating/pouring the decision in the      deeds made before a Notary, to amend and/or rearrange the provisions of Article 17 paragraph 5 of the Company's Articles of     Association or Article 17 of the Company's Articles of Association as a whole, as required by and in accordance with the applicable laws and regulations, then to submit notification of the resolution of the Meeting and/or changes to the Company's Articles of Association, to the competent authorities, and take all and any necessary actions in accordance with the applicable laws and regulations.


Tangerang, June 22, 2023
PT Gema Grahasarana Tbk.
Board Of Directors

 

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