6. ANNOUNCEMENT ON THE SUMMARY OF THE MINUTES OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS PT SARATOGA INVESTAMA SEDAYA Tbk

17 May 2023

ANNOUNCEMENT ON THE SUMMARY OF THE MINUTES OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
PT SARATOGA INVESTAMA SEDAYA Tbk

In compliance with the provisions of Article 49 paragraph (1) and Article 51 of the Financial Services Authority Regulation No.15/POJK.04/2020 dated 21 April 2020 regarding the Plan and Implementation of the General
Meeting of Shareholders of Public Companies (hereinafter referred to as the “POJK No. 15”), the Board of Directors of PT SARATOGA INVESTAMA SEDAYA Tbk (hereinafter referred to as the “Company”) hereby informs the shareholders, that the Company has held an Annual General Meeting of Shareholders (hereinafter referred to as the “Meeting”):

A. On:

Day / date : Monday / 15 May 2023
Time : 10.23 – 11.06 Western Indonesia Time
Place : Adaro Institute, Gedung Cyber 2, 26th floor
Jl. H.R. Rasuna Said Blok X-5, Kaveling 13, Jakarta 12950.
Meeting agenda :
    1. Approval on the Annual Report of the Company for the financial year
      of 2022 and ratification on the Financial Statements of the Company
      for the financial year ended on 31 December 2022, and granting full
      acquittal and discharge (volledig acquit et de charge ) to the members
      of the Board of Directors and the Board of Commissioners of the
      Company for management and supervision performed during the
      financial year 2022.
    2. Approval on the determination of the use of the Company’s net profit for the financial year 2022.
    3. Approval on the appointment of a Public Accountant and Public Accounting Firm to audit the Company’s Financial Statements for the
      financial year ended 31 December 2023.
    4. Approval on the determination of the salary, honorarium and allowances and other facilities for the members of the Board of
      Directors and the Board of Commissioners for the financial year 2023.
    5. Reporting on the results of the implementation of the Company’s Long Term Incentive Program.

 

B. Members of the Board of Directors and the Board of Commissioners who attended the Meeting:

BOARD OF COMMISSIONERS

President Commissioners : Edwin Soeryadjaya
Commissioners : Joyce Soeryadjaya Kerr
Commissioners : Indra Cahya Uno
Independent Commissioners : Sidharta Utama
Independent Commissioners : Anangga W. Roosdiono

 

BOARD OF DIRECTORS

President Directors : Michael Soeryadjaya
Directors : Lany Djuwita Wong
Directors : Devin Wirawan

 

C. The Meeting was attended by 12,451,875,078 shares with valid voting rights or 92.13% of all shares with valid voting rights issued by the Company.

D. During the Meeting, Shareholders and/or their proxies are given the opportunity to ask questions and/or provide opinions regarding the agenda of the Meeting.

E. 

Meeting Agenda 1 : 1 (one) question
Meeting Agenda 2 : 1 (one) question
Meeting Agenda 3 : No questions and/or responses
Meeting Agenda 4 : No questions and/or responses
Meeting Agenda 5 : No questions and/or responses

F. The resolutions-making mechanism at the Meeting is as follows:
Meeting resolutions are made by way of deliberation to reach a consensus. If deliberation to reach a consensus is not reached then it is done by voting.

G. The results of resolutions made by voting:
MEETING AGENDA 1 :

Approved Abstain Not a proved
12,416,291,679 votes or 99.71%
of all shares with voting rights who
attended the Meeting		 35,459,399 votes or 0.28% of
all shares with voting rights
who attended the Meeting		 124,000 votes or 0.0009958%
of all shares with voting rights
who attended the Meeting

Resolutions of the Meeting Agenda 1:

  1. Approving and accepting the Company’s Annual Report for the financial year 2022, including the Supervisory Report of the Board of Commissioners of the Company, and ratifying the Consolidated Financial Statements of the Company and its subsidiaries for financial year ended as of December 31, 2022 that has been audited by Public Accountant Harry Widjaja, S.E., CPA of the Public Accounting Firm Siddharta Widjaja & Associates (a member of global network KPMG) as described in its report No. 00045/2.1005/AU.1/05/1214-3/1/III/2023 dated March 10, 2023 with “Unqualified“ opinion.
  2. Upon the approval of the Company’s Annual Report for the financial year 2022 including the Supervisory Report of the Board of Commissioners of the Company, as well as the ratification of the Consolidated Financial Statements of the Company and its Subsidiaries for the financial year ended on 31 December 2022, thus, granting the full release and acquittal discharge (volledig acquit et de charge) to all members of the Board of Directors and the Board of Commissioners of the Company from their management and supervisory duty during the financial year 2022, as long as such actions are reflected in the Annual Report and the Consolidated Financial Statements of the Company and its Subsidiaries for the financial year ended on 31 December 2022 and is not a criminal offense or a breach of the prevailing laws and regulations.

MEETING AGENDA 2:

Approved Abstain Not a proved
12,435,314,196 votes or 99.86%
of all shares with voting rights who
attended the Meeting		 16,436,882 votes or 0.13% of
all shares with voting rights
who attended the Meeting		 124,000 votes or 0.0009958%
of all shares with voting rights
who attended the Meeting

Resolutions of the Meeting Agenda 2:

  1. Approve the use of current year profit attributed to the owners of the Company for the 2022 financial year in the amount of Rp4,616,367,000,000 (Four Trillion Six Hundred Sixteen Billion Three Hundred Sixty Seven Million Rupiah), for the following matters:
    a. A total of Rp5,000,000,000 (Five Billion Rupiah) is set aside as compulsory reserves of the Company;
    b. A total of Rp1,017,362,625,000 (One Trillion Seventeen Billion Three Hundred Sixty Two Million Six Hundred Twenty Five Thousand Rupiah) or Rp75 (Seventy Five Rupiah) per share will be paid as final cash dividend to the shareholders of the Company; and
    c. The remainder will be allocated to increase the Company’s Retained Earning.
  2. Approve the granting of power and authority to the Board of Directors to regulate the procedures for the payment of the said final cash dividend, including but not limited to determining the payment schedule, as well as to take all other necessary actions in connection with the payment of the final cash dividend in accordance with the prevailing laws and regulations.

 

MEETING AGENDA 3:

Approved Abstain Not a proved
12,381,665,659 votes or 99.43% of all shares with voting rights who attended the Meeting 16,437,682 votes or 0.13% of all shares with voting rights who attended the Meeting 53,771,737 votes or 0.43% of all shares with voting rights who attended the Meeting

 

Resolutions of the Meeting Agenda 3:
Approving to authorize the Board of Commissioners of the Company to appoint Public Accounting Firm and Public Accountant to audit the Financial Statement of the Company for the financial year ended on
31 December 2023 and other audits required by the Company and determining the honorarium and other appointment requirements and authorize the Board of Commissioners of the Company to appoint a substitute Public Accounting Firm and Public Accountant if the appointed Public Accountant is unable to carry out his duties for any reason, by taking into account the recommendations from the Audit Committee.

MEETING AGENDA 4:

Approved Abstain Not a proved
12,430,526,411 votes or 99.82%
of all shares with voting rights who
attended the Meeting		 21,224,267 votes or 0.17% of
all shares with voting rights
who attended the Meeting		 124,400 votes or 0.0009990%
of all shares with voting rights
who attended the Meeting

 

Resolutions of the Meeting Agenda 4:

    1. By taking into account the suggestions and opinions given by the Company’s Nomination and Remuneration Committee, determining remuneration for all members of the Board of Commissioners of
      the Company for the financial year 2023 of a maximum of Rp17,000,000,000.00 (Seventeen Billion Rupiah).
    2. Granting power and authority to the Board of Commissioners to determine the amount of salary, bonus and other allowances for members of the Board of Directors of the Company in accordance with the
      structure, policy and amount of remuneration based on the remuneration policy of the Company for the financial year ended on 31 December 2023, by taking into account the suggestions and opinions given by
      the Company’s Nomination and Remuneration Committee.

MEETING AGENDA 5:

      1. Since this is only a report, no resolution has been made in this Agenda.

Jakarta, 15 May 2023
PT SARATOGA INVESTAMA SEDAYA Tbk
Board of Directors

 

SUMMARY OF AGMS 15 May 2023