9. ANNOUNCEMENT ON THE SUMMARY OF THE MINUTES OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS PT SARATOGA INVESTAMA SEDAYA Tbk
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 | : | Thursday / 16 May 2024 |
| Time | : | 10.24 – 10.59 Western Indonesia Time |
| Place | : | Raffles Jakarta, 2nd floor, Djakarta Room Ciputra World, Jl. Prof. Dr. Satrio, Kav.3, Jakarta 12940. |
| Meeting agenda | : | |
|
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 |
* attend via teleconference media
C. The Meeting was attended by 12,207,758,850 shares with valid voting rights or 90.1840391% 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 |
| 12,184,656,850 votes or 99.8107597% of all shares with voting rights who attended the Meeting |
23,100,000 votes or 0.1892239% of all shares with voting rights who attended the Meeting |
2,000 votes or 0,0000164% of all shares with voting rights who attended the Meeting |
Resolutions of the Meeting Agenda 1:
- Approving and accepting the Company’s Annual Report for the financial year 2023, 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. 00069/2.1005/AU.1/05/1214-4/1/III/2024 dated March 15, 2024 with “Unqualified“ opinion.
- Upon the approval of the Company’s Annual Report for the financial year 2023 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 2023, 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 2023, 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 2023 and is not a criminal offense or a breach of the prevailing laws and regulations.
MEETING AGENDA 2:
| Approved | Abstain | Not a proved |
| 12,184,656,850 votes or 99.8107597% of all shares with voting rights who attended the Meeting |
23,100,000 votes or 0.1892239% of all shares with voting rights who attended the Meeting |
2,000 votes or 0.0000164% of all shares with voting rights who attended the Meeting |
Resolutions of the Meeting Agenda 2:
- Approve the allocation of the Company’s retained earnings as of 31 December 2023 amounting to IDR 303,426,370,000 (three hundred three trillion four hundred twenty-six million three hundred seventy thousand 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 Rp298,426,370,000 (two hundred ninety-eight billion four hundred twenty-six million three hundred seventy thousand Rupiah) or Rp22 (twenty-two) per share will be paid as final cash dividend to the shareholders of the Company; and - 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 |
| 12,151,277,550 votes or 99.5373328% of all shares with voting rights who attended the Meeting | 23.100.000 votes or 0.1892239% of all shares with voting rights who attended the Meeting | 33,381,300 votes or 0.2734433% 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 2024 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 |
| 12,151,270,150 votes or 99.5372722% of all shares with voting rights who attended the Meeting | 23,110,400 votes or 0.1893091% of all shares with voting rights who attended the Meeting | 33,378,300 votes or 0.2734187% of all shares with voting rights who attended the Meeting |
Resolutions of the Meeting Agenda 4:
-
- 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 2024 of a maximum of Rp17,000,000,000 (seventeen billion Rupiah).
- 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 2024, by taking into account the suggestions and opinions given by the Company’s Nomination and Remuneration Committee.
MEETING AGENDA 5:
-
-
- Since this is only a report, no resolution has been made in this Agenda.
-
Jakarta, 17 May 2024
PT SARATOGA INVESTAMA SEDAYA Tbk
Board of Directors